Quarterly Report • Nov 30, 2011
Quarterly Report
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Porto Commercial Registry and Fiscal Number 501 532 927
REPORT AND ACCOUNTS
30 September 2011
In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae Investimentos - S.G.P.S., S.A. for the third quarter 2011.
During the first nine months of 2011, Sonae Investimentos´ consolidated turnover totalled 3,375.0 million Euro, which corresponds to a slight decrease of 1% compared to the same period in the previous year1 . Of the overall amount recorded in the period, circa 18 million Euro corresponds to petrol sales.
In the same period, the Company´s operating cash-flow (EBITDA) reached 236.6 million Euro. This figure represents a decrease of 25.0 million Euro in relation to the figure registered in 3Q10, and translates as a 7.0% operating profitability margin for the Company.
In terms of operating results (EBIT), the consolidated figure reached 102,9 million Euro, which represents a decrease of 41,9 million Euro compared to 9M2010
During this period, Sonae Investimentos´ consolidated net result totalled 44.3 million Euro, closing at 47.9 million Euro below the figure registered in 3Q2010.
This performance should be analysed within a framework of strong restrictions affecting the Portuguese families´ budget, which has a direct impact on consumption, in addition to the Company´s significant investment in constituting a retail operation in Spain.
At the end of September, Sonae Investimentos detained an overall portfolio of 1,063 own stores, corresponding to a sales area of 1,013,000 m2. At this time, the Company´s portfolio in Spain was composed of 117 stores equivalent to a sales area of 138,000 m2 – this corresponds to circa 14% of the overall referential. This resulted from strengthening its presence in Portugal and in Spain, resulting in circa 50 new additional stores (in net terms) this year.
The effort to expand the company's store portfolio (both in Portugal and in Spain), was well as the investment to modernise the existing store portfolio, were responsible for a total investment of 121 million Euro from January to September.
1 The analysis incorporates the re-statement of Geostar's 2010 consolidated turnover, taking into account the analysis of the sector practice. See additional information.
On 30th September 2011, Sonae Investimentos consolidated net debt totalled 1,292 million Euro, closing at 81 million Euro below the figure for the same period 2010. This result from a combination of a strong resilience in the capacity to generate cash-flow with an investment strategy which tends to privilege the leasing of assets, in addition to the completion of a number of asset sale operations.
Sonae Investimentos strategic guidelines privilege growth and the strengthening of the value proposition based on a continued investment in efficiency and innovation. This positioning, consistently adopted by the Company, has allowed for the combination of strong growth rhythms with strong profitability benchmarks, and once again will be at the basis of the Company´s performance during the course of the next months.
In light of the IAS 18 clarification, the information pertaining to Geostar's turnover now solely includes the component of services rendered and commissions earned. This methodological change implied the re-expression of historical financial figures with regards to turnover and costs, but does not imply any impact on the amount of cash-flow registered or balance sheet component.
| Consolidated Turnover , millions of Euro | |||||
|---|---|---|---|---|---|
| 1Q10 | 2Q10 | 3Q10 | 4Q10 | 2010 | |
| As reported in 2010 | 1,084 | 1,142 | 1,229 | 1,346 | 4,801 |
| According to the current methodology | 1,070 | 1,124 | 1,207 | 1,332 | 4,732 |
Matosinhos, 21 November 2011
The Board of Directors,
______________________________________ Duarte Paulo Teixeira de Azevedo
______________________________________ Ângelo Gabriel Ribeirinho dos Santos Paupério
______________________________________
Nuno Manuel Moniz Trigoso Jordão
sale of articles + services rendered.
turnover + investment income + other income – negative goodwill – reversal of impairment losses operational costs provision for extensions of guarantees
turnover + other income + negative goodwill – operational costs - provision for extensions of guarantees + gains / losses on sales of businesses – amortisations and impairment losses
increase in gross fixed assets (tangible and intangible) + changes in perimeter (as a result of acquisitions and disposals) disposals in gross fixed assets (tangible and intangible) + increases in goodwill. To calculate the investment in acquisitions (measured by changes occurred in consolidation perimeter) the net accumulated amortizations were considered
current borrowings + noncurrent borrowings + financial leasing creditors – cash and cash equivalents – other current financial investments
ratio between net financial debt and shareholders' funds
gross real estate assets + other gross real estate assets (including goodwill) - amortisations and impairment losses + financial investments + working capital
financial statements
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails.)
| ASSETS | Notes | 30 September 2011 | 30 September 2010 | 31 December 2010 |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 9 | 2,097,512,033 | 2,160,745,520 | 2,132,257,452 |
| Intangible assets | 10 | 147,904,692 | 152,489,471 | 153,674,164 |
| Goodwill | 11 | 518,235,811 | 520,275,996 | 518,235,811 |
| Investments in associates | 6 | 48,697,626 | 1,688,733 | 53,887,757 |
| Other investments | 7 | 34,508,671 | 763,618 | 34,556,256 |
| Deferred tax assets | 15 | 115,621,046 | 105,205,701 | 98,959,834 |
| Other non-current assets | 13 | 37,530,339 | 16,502,628 | 37,391,624 |
| Total Non-Current Assets | 3,000,010,218 | 2,957,671,667 | 3,028,962,898 | |
| CURRENT ASSETS: | ||||
| Inventories | 633,700,975 | 611,891,426 | 664,630,207 | |
| Trade accounts receivable and other current assets | 14 | 276,653,395 | 221,880,374 | 228,606,868 |
| Investments | 12 | 5,473,110 | 48,578,967 | 15,642,909 |
| Cash and cash equivalents Total Current Assets |
16 | 72,087,854 987,915,334 |
60,706,456 943,057,223 |
200,024,469 1,108,904,453 |
| Assets available for sale | 720,338 | - | 9,500,686 | |
| TOTAL ASSETS | 3,988,645,890 | 3,900,728,890 | 4,147,368,037 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 17 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Own shares | (320,000,000) | - | (320,000,000) | |
| Reserves and retained earnings | 20,242,068 | (99,655,725) | (148,415,659) | |
| Profit/(Loss) for the period attributable to the equity holders of the Parent Company | 44,478,397 | 91,605,489 | 168,595,954 | |
| Equity attributable to the equity holders of the Parent Company | 744,720,465 | 991,949,764 | 700,180,295 | |
| Equity attributable to non-controlling interests | 18 | 77,034,464 | 74,766,887 | 75,434,780 |
| TOTAL EQUITY | 821,754,929 | 1,066,716,651 | 775,615,075 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 19 | 975,239,103 | 1,452,917,523 | 1,210,270,255 |
| Other non-current liabilities | 21 | 424,844,066 | 24,731,310 | 425,408,286 |
| Deferred tax liabilities | 15 | 118,353,633 | 106,947,127 | 108,202,465 |
| Provisions | 24 | 26,695,793 | 13,850,935 | 21,495,563 |
| Total Non-Current Liabilities | 1,545,132,595 | 1,598,446,895 | 1,765,376,569 | |
| CURRENT LIABILITIES: | ||||
| Loans | 19 | 393,875,274 | 29,062,082 | 108,475,740 |
| Trade creditors and other current liabilities | 23 | 1,225,536,119 | 1,204,593,472 | 1,496,213,674 |
| Provisions | 24 | 2,346,973 | 1,909,790 | 1,686,979 |
| Total Current Liabilities | 1,621,758,366 | 1,235,565,344 | 1,606,376,393 | |
| TOTAL LIABILITIES | 3,166,890,961 | 2,834,012,239 | 3,371,752,962 | |
| TOTAL EQUITY AND LIABILITIES | 3,988,645,890 | 3,900,728,890 | 4,147,368,037 |
The accompanying notes are part of these condensed consolidated financial statements.
In case of discrepancy the Portuguese version prevails.)
| Notes | 3rd Quarter 2011 | 3rd Quarter 2010 (Note 1) |
30 September 2011 | 30 September 2010 (Note1) |
|
|---|---|---|---|---|---|
| Sales | 1,181,644,421 | 1,189,025,563 | 3,322,090,766 | 3,349,936,066 | |
| Services rendered | 16,858,779 | 17,970,272 | 52,864,108 | 50,621,541 | |
| Investment income | - | 226 | 232,500 | 6,038,248 | |
| Financial income | 3,170,583 | 738,899 | 6,990,333 | 1,620,167 | |
| Other income | 90,159,304 | 95,074,343 | 346,633,038 | 301,599,878 | |
| Cost of goods sold and materials consumed | (891,788,525) | (902,875,210) | (2,582,077,548) | (2,588,038,375) | |
| Changes in stocks of finished goods and work in progress | 31,655 | (176,378) | 397,922 | 120,119 | |
| External supplies and services | (147,229,946) | (141,397,160) | (439,136,914) | (413,568,891) | |
| Staff costs | (131,539,955) | (128,148,760) | (418,115,346) | (395,782,568) | |
| Depreciation and amortisation | 9 and 10 | (44,381,507) | (39,538,871) | (133,142,518) | (116,985,634) |
| Provisions and impairment losses | (3,095,784) | (1,630,692) | (8,711,949) | (8,420,145) | |
| Financial expense | (21,094,285) | (10,994,061) | (61,843,439) | (34,688,344) | |
| Other expenses | (14,363,992) | (18,431,133) | (38,172,549) | (40,734,791) | |
| Share of results of associated undertakings | 6 | (712,261) | 44,773 | (896,619) | 435,243 |
| Profit/(Loss) before taxation | 37,658,487 | 59,661,812 | 47,111,785 | 112,152,514 | |
| Taxation | 27 | (4,573,567) | (8,961,506) | (2,840,369) | (19,958,640) |
| Profit/(Loss) after taxation | 33,084,920 | 50,700,306 | 44,271,416 | 92,193,874 | |
| Attributable to: | |||||
| Equity holders of the Parent Company | 32,792,379 | 50,459,676 | 44,478,397 | 91,605,489 | |
| Non-controlling interests | 292,541 | 240,630 | (206,981) | 588,385 | |
| Profit/(Loss) per share | |||||
| Basic | 28 | 0.036436 | 0.050460 | 0.049420 | 0.091605 |
| Diluted | 28 | 0.036436 | 0.050460 | 0.049420 | 0.091605 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| 3rd Quarter 2011 | 3rd Quarter 2010 | 30 September 2011 | 30 September 2010 | |
|---|---|---|---|---|
| Net Profit / (Loss) for the period | 33,084,920 | 50,700,306 | 44,271,416 | (Note1) 92,193,874 |
| Exchange differences arising on translation of foreign operations | (1,380,794) | (67,249) | (2,290,561) | 254,340 |
| Participation in other comprehensive income (net of tax) related to associated companies included in consolidation by the equity method |
(62,890) | - | (1,015,478) | - |
| Changes in hedge and fair value reserves | 3,884,345 | (2,794,497) | 5,041,819 | (1,380,623) |
| Deferred tax related to changes in fair value reserves | (1,032,314) | (305,971) | (1,325,838) | (680,647) |
| Other comprehensive income for the period | 1,408,348 | (3,167,717) | 409,942 | (1,806,930) |
| Total comprehensive income for the period | 34,493,268 | 47,532,589 | 44,681,358 | 90,386,944 |
| Attributable to: | ||||
| Equity holders of Parent Company | 34,200,727 | 47,362,194 | 44,888,339 | 89,868,794 |
| Non controlling interests | 292,541 | 170,395 | (206,981) | 518,150 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
| Attributable to Equity Holders of Parent Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reserves and Retained Earnings | ||||||||||||
| Share Capital |
Own Shares |
Legal Reserve |
Currency Translation Reserve |
Hedging Reserve |
Legal reserves in accordance with article 342º CSC |
Other Reserves and Retained Earnings |
Total | Net Profit/(Loss) |
Total | Non-controlling interests |
Total Equity |
|
| Balance as at 1 January 2010 | 1,000,000,000 | - | 114,000,000 | 82,609 | (4,441,228) | - | (275,596,322) | (165,954,941) | 138,171,091 | 972,216,150 | 74,344,125 | 1,046,560,275 |
| Total compreensive income for the period | - | - | - | 254,340 | (1,991,035) | - | - | (1,736,695) | 91,605,489 | 89,868,794 | 518,150 | 90,386,944 |
| Appropriation of profit of 2009: | ||||||||||||
| Transfer to legal reserves and retained earnings | - | - | 3,087,918 | - | - | - | 135,083,173 | 138,171,091 | (138,171,091) | - | - | - |
| Dividends distributed | - | - | - | - | - | - | (70,000,000) | (70,000,000) | - | (70,000,000) | - | (70,000,000) |
| Acquisitions of shares of affiliated undertakings Other reserves |
- - |
- - |
- - |
- - |
- - |
- - |
(74,567) (60,613) |
(74,567) (60,613) |
- - |
(74,567) (60,613) |
(95,388) - |
(169,955) (60,613) |
| Balance as at 30 September 2010 | 1,000,000,000 | - | 117,087,918 | 336,949 | (6,432,263) | - | (210,648,329) | (99,655,725) | 91,605,489 | - 991,949,764 |
74,766,887 | 1,066,716,651 |
| Saldo em 1 de Janeiro de 2011 | 1,000,000,000 | (320,000,000) | 117,087,918 | 402,475 | (2,107,724) | 342,000,000 | (605,798,328) | (148,415,659) | 168,595,954 | 700,180,295 | 75,434,780 | 775,615,075 |
| Total compreensive income for the period | - | - | - | (2,290,561) | 3,715,981 | - | (1,015,478) | 409,942 | 44,478,397 | 44,888,339 | (206,981) | 44,681,358 |
| Appropriation of profit of 2010: | ||||||||||||
| Transfer to legal reserves and retained earnings | - | - | 22,526,963 | - | - | - | 146,068,991 | 168,595,954 | (168,595,954) | - | - | - |
| Variation in percentage of subsidiaries | - | - | - | - | - | - | 193,439 | 193,439 | - | 193,439 | 1,276,561 | 1,470,000 |
| Others | - | - | - | - | - | - | (541,608) | (541,608) | - | (541,608) | 530,104 | (11,504) |
| Balance as at 30 September 2011 | 1,000,000,000 | (320,000,000) | 139,614,881 | (1,888,086) | 1,608,257 | 342,000,000 | (461,092,984) | 20,242,068 | 44,478,397 | 744,720,465 | 77,034,464 | 821,754,929 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)
| Notes | 3rd Quarter 2011 | 3rd Quarter 2010 | 30 September 2011 | 30 September 2010 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 113,719,920 | 95,579,482 | (15,343,933) | 34,418,430 | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 603,264 | 38,288 | 17,927,497 | 33,397,875 | |
| Tangible, intangible assets and investments properties | 62,520 | 26,047,140 | 57,391,249 | 43,150,264 | |
| Interest and similar income | 270,454 | 283,109 | 3,580,918 | 783,652 | |
| Loans granted | 127,580,000 | 58,275,000 | 169,560,637 | 60,940,000 | |
| Dividends | 181,586 | 225 | 745,871 | 1,333,374 | |
| Others | - | - | 1,247,167 | 9,800,158 | |
| 128,697,824 | 84,643,762 | 250,453,339 | 149,405,323 | ||
| Cash Payments arising from: | |||||
| Investments | - | - | (229,276) | (3,480,116) | |
| Tangible, intangible assets and investments properties | (41,103,364) | (48,585,818) | (145,640,101) | (174,427,779) | |
| Loans granted | (112,146,864) | (58,275,000) | (166,880,000) | (59,940,000) | |
| Others | - | - | (12,806) | - | |
| (153,250,228) | (106,860,818) | (312,762,183) | (237,847,895) | ||
| Net cash used in investment activities (2) | (24,552,404) | (22,217,056) | (62,308,844) | (88,442,572) | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 1,290,069,066 | 1,193,338,000 | 2,676,621,116 | 4,365,303,750 | |
| Others | - | - | 1,470,000 | - | |
| 1,290,069,066 | 1,193,338,000 | 2,678,091,116 | 4,365,303,750 | ||
| Cash Payments arising from: | |||||
| Loans obtained | (1,387,215,209) | (1,239,661,781) | (2,681,424,991) | (4,250,687,562) | |
| Interest and similar charges | (19,445,454) | (14,856,898) | (56,740,635) | (33,045,887) | |
| Dividends | - | - | (68) | (70,000,000) |
| Others | (627,833) | (69,676) | (1,943,828) | (277,613) | |
|---|---|---|---|---|---|
| (1,407,288,496) | (1,254,588,355) | (2,740,109,522) | (4,354,011,062) | ||
| Net cash used in financing activities (3) | (117,219,431) | (61,250,355) | (62,018,407) | 11,292,688 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (28,051,915) | 12,112,071 | (139,671,184) | (42,731,454) | |
| Effect of foreign exchange rate | (1,791,607) | (3,443) | (1,780,747) | (105,849) | |
| Cash and cash equivalents at the beginning of the period | 16 | 80,830,124 | 33,600,663 | 192,460,253 | 88,341,782 |
| Cash and cash equivalents at the end of the period | 16 | 54,569,816 | 45,716,177 | 54,569,816 | 45,716,177 |
The accompanying notes are part of these condensed consolidated financial statements.
FOR THE PERIOD ENDED 30 SEPTEMBER 2011
(Amounts expressed in euro)
(Translation of condensed consolidated financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails.)
SONAE INVESTIMENTOS, SGPS, S.A. ("the Company" or "Sonae Investimentos"), with head office in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Portugal, is the Parent-company of a group of companies, as detailed in Notes 4, 5 and 6 ("Sonae Investimentos Group"), which business activity is described in the Note 29.
Revenue recognition Geostar business
According to the recent amendment to IAS 18, revenues must include the gross inflows of economic benefits received and receivable by the entity of its own. Amounts collected on behalf of third parties are not economic benefits which flow to the entity and are therefore excluded from revenue. This methodological change resulted in the restatement of turnover and related costs for the same period of September 30, 2010.
The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2010.
Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the Company, subsidiaries and joint ventures, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.
During the period it was adopted a set of accounting standards, interpretations, amendments and revisions issued in previous periods and whose implementation became mandatory after 1st January 2011 as disclosed in the financial statements presented for the period ended as at 31 December 2010 and which didn't have any significant impacts on the financial statements as at 30 June 2011.
The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 September 2011 and 31 December 2010 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 September 2011 | 31 December 2010 | |||||||
| COMPANY | Head Office | Direct | Total | Direct | Total | |||
| Sonae Investimentos, SGPS, SA | Matosinhos | MÃE | MÃE | MÃE | MÃE | |||
| Arat Inmuebles, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Azulino Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| BB Food Service, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Bertimóvel - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| 2) | Best Offer - Prestação de Informações por Internet, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Bikini, Portal de Mulheres, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bom Momento - Comércio Retalhista, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Canasta - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Carnes do Continente - Industria e Distribuição Carnes, SA |
a) | Santarém | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Chão Verde - Sociedade de Gestão Imobiliária, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Citorres - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Contibomba - Comércio e Distribuição de Combustíveis, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Contimobe - Imobiliária de Castelo de Paiva, SA | a) | Castelo de Paiva | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Continente Hipermercados, SA | a) | Lisbon | 100.00% | 100.00% | 100.00% | 100.00% |
| Cumulativa - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| 1) | Discovery Sports, SA | a) | Matosinhos | 100.00% | 100.00% | - | - |
| Edições Book.it, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| 3) | Efanor - Design e Serviços, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Estevão Neves - Hipermercados da Madeira, SA | a) | Madeira | 100.00% | 100.00% | 100.00% | 100.00% | |
| Farmácia Selecção, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fashion Division, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Fashion Division Canárias, SL | a) | Tenerife (Spain) | 100.00% | 100.00% | - | - |
| Fozimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fozmassimo - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fundo de Investimento Imobiliário Fechado Imosede |
a) | Maia | 54.55% | 54.55% | 54.55% | 54.55% | |
| Fundo de Investimento Imobiliário Fechado Imosonae Dois |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Global S - Hipermercado, Lda | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| 2) | Good and Cheap - Comércio Retalhista, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| 2) | Hipotética - Comércio Retalhista, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Igimo - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Iginha - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoconti - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoestrutura - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imomuro - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresultado - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosistema - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Infofield - Informática, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 4) | Just Sport - Comércio de Artigos de Desporto, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Marcas MC, zRT | a) | Budapest (Hungary) |
100.00% | 100.00% | 100.00% | 100.00% | |
| MJLF - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalfa - Comércio e Serviços, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modalloop – Vestuário e Calçado, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo - Distribuição de Materiais de Construção, SA |
b) | Maia | 50.00% | 50.00% | 50.00% | 50.00% | |
|---|---|---|---|---|---|---|---|
| Modelo Continente Hipermercados, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Continente International Trade, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo Hiper Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Modelo.com - Vendas p/Correspond., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 4) | NA - Comércio de Artigos de Desporto, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| 5) | NA - Equipamentos para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Peixes do Continente - Indústria e Distribuição de Peixes, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pharmacontinente - Saúde e Higiene, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pharmaconcept – Actividades em Saúde, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Predicomercial - Promoção Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Selifa - Empreendimentos Imobiliários de Fafe, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sempre à Mão - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sesagest - Proj.Gestão Imobiliária, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Socijofra - Sociedade Imobiliária, SA | a) | Gondomar | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sociloures - Sociedade Imobiliária, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Soflorin, BV | a) | Amesterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
| 2) | Solaris Supermercados, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae Capital Brasil, Lda | a) | São Paulo (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae MC – Modelo Continente, SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonaecenter Serviços II, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 7) | Sonaegest- Sociedade Gestora de Fundos de Investimento, SA |
a) | Maia | 60.00% | 60.00% | 40.00% | 40.00% |
| Sonaerp – Retail Properties, SA | a) | Porto | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Specialized Retail, SGPS, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sonae Retalho España - Servicios Generales, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| SIAL Participações, Ltda | a) | São Paulo (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sondis Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonvecap, BV | a) | Amesterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% | |
|---|---|---|---|---|---|---|---|
| Sport Zone - Comércio de Artigos de Desporto, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sport Zone Canarias , SL | a) | Tenerife (Spain) | 51.00% | 51.00% | 51.00% | 51.00% | |
| Sport Zone España - Comércio de Articulos de Deporte, SA |
a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | Sport Zone Sport Malz.Per.Satis Ith.Ve Tic Ltd Sti |
a) | Istanbul (Turquey) | 100.00% | 100.00% | - | - |
| Têxtil do Marco, SA | a) | Marco de Canaveses |
92.76% | 92.76% | 92.76% | 92.76% | |
| Tlantic Portugal - Sistemas de Informação, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Tlantic Sistemas de Informação, Ltda | a) | Porto Alegre (Brazil) |
100.00% | 100.00% | 100.00% | 100.00% | |
| Todos os Dias - Com. Ret. Expl. C. Comer., SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Valor N, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| 5) | Well W - Electrodomésticos e Equipamentos, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| 6) | Worten Canarias, S.L. | a) | Tenerife (Spain) | 51.00% | 51.00% | 100.00% | 100.00% |
| Worten – Equipamento para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Zippy – Comércio e Distribuição, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Zippy - Comércio Y Distribución, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1) | ZYEvolution- Investig.e Desenvolvimento, SA | a) | Matosinhos | 100.00% | 100.00% | - | - |
| 1) | Zippy Cocuk Malz.Dag.Ith.Ve Tic Ltd.Sti | a) | Istanbul (Turquey) | 100.00% | 100.00% | - | - |
a) Control held by majority of voting rights;
b) Control held by management control.
1) Companies created during the period;
7) Acquisition of 20% shareholding on May 23, gaining control over that company thus being consolidated from that date onwards by the full consolidation method.
These entities are consolidated using the full consolidation method, considering that they are controlled by Sonae Investimentos SGPS, S.A..
The jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held as at 30 September 2011 and 31 December 2010 are as follows:
| Percentage of capital held | ||||||
|---|---|---|---|---|---|---|
| 30 September 2011 | 31 December 2010 | |||||
| COMPANY | Head Office | Direct | Total | Direct | Total | |
| Equador & Mendes - Agência de Viagens e Turismo, Lda |
Lisbon | 50.00% | 37.50% | 50.00% | 37.50% | |
| Marcas do Mundo - Viagens e Turismo, Sociedade Unipessoal, Lda |
Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| Movimentos Viagens - Viagens e Turismo, Sociedade Unipessoal, Lda |
Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| Nova Equador Internacional,Agência de Viagens e Turismo, Lda |
Lisbon | 50.00% | 37.50% | 50.00% | 37.50% | |
| Puravida - Viagens e Turismo, Lda | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| Nova Equador P.C.O. e Eventos, Sociedade Unipessoal, Lda |
Lisbon | 50.00% | 37.50% | 50.00% | 37.50% | |
| Raso SGPS, SA | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| Raso - Viagens e Turismo, SA | Lisbon | 50.00% | 50.00% | 50.00% | 50.00% | |
| Viajens y Turismo de Geotur España, S.L. | Madrid (Spain) | 50.00% | 50.00% | 50.00% | 50.00% |
These entities were consolidated using the proportionate consolidation method.
Aggregate amounts, excluding intragroup eliminations, corresponding to the percentage of capital held in these jointly controlled companies included in the financial statements for the period, using the proportionate consolidation method, can be summarized as follows:
| 30 September 2011 | 31 December 2010 | |
|---|---|---|
| Non-current assets | 38,194,286 | 39,834,261 |
| Current assets | 20,947,613 | 28,372,242 |
| Non-current liabilities | 6,506,684 | 8,165,019 |
| Current liabilities | 26,739,396 | 34,048,800 |
| 30 September 2011 | 30 September 2010 (Note1) |
|
| Income | 24,726,276 | 26,569,704 |
| Expenses | 24,823,141 | 27,085,978 |
Associated companies, their head offices, the percentage of share capital held and their book value as at 30 September 2011 and 31 December 2010 are as follows:
| Percentage of capital held | ||||||||
|---|---|---|---|---|---|---|---|---|
| 30 September 2011 | 31 December 2010 | Book value | ||||||
| COMPANY | Head Office | Direct | Total | Direct | Total | 30 September | 31 December 2010 | |
| MDS SGPS, SA | Maia | 46.92% | 46.92% | 46.92% | 46.92% | 2011 46,589,599 |
51,000,000 | |
| Mundo VIP | Maia | 33.34% | 33.34% | 33.34% | 33.34% | 1,101,337 | 1,101,337 | |
| Sonaegest - Soc. Gestora de Fundos de 1) Investimento, SA |
Maia | 60.00% | 60.00% | 40.00% | 40.00% | - | 539,748 | |
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda |
Lisbon | 25.00% | 25.00% | 25.00% | 25.00% | 1,006,690 | 1,246,672 | |
| Total | 48,697,626 | 53,887,757 |
1) Acquisition of 20% shareholding on May 23, gaining control over that company thus being consolidated from that date onwards by the full consolidation method.
Associated companies were consolidated using the equity method.
The aggregated values of main financial indicators of associated companies can be summarized as follows:
| 30 September 2011 | 31 December 2010 | |
|---|---|---|
| Total Assets | 166,476,449 | 172,289,345 |
| Total Liabilities | 129,452,530 | 121,455,627 |
| 30 September 2011 | 30 September 2010 | |
| Income | 90,456,072 | 32,963,584 |
| Expenses | 92,616,491 | 31,434,030 |
During the periods ended 30 September 2011 and 2010, movements in investments in associated companies, are made up as follows:
| 30 September 2011 30 September 2010 | ||
|---|---|---|
| Investments in associated companies | ||
| Balance as at 1 January | 53,887,757 | 2,376,473 |
| Change of consolidation method (Note 8) | (466,552) | - |
| Equity method | ||
| Effect in net income | (896,619) | 435,243 |
| Dividends | (513,371) | (1,122,983) |
| Effect in equity | (3,313,589) | - |
| 48,697,626 | 1,688,733 |
Other non-current investments, their head offices, proportion of capital held and their book value as at 30 September 2011 and 31 December 2010 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30 September 2011 | 31 December 2010 | Book value | |||||
| COMPANY | Head Office | Direct | Total | Direct | Total | 30 September 2011 31 December 2010 | |
| Dispar - Distrib. de Participações, SGPS, |
SA Lisbon | 14.28% | 14.28% | 14.28% | 14.28% | 9,976 | 9,976 |
| Insco - Insular de Hipermerc., SA | Ponta Delgada | 10.00% | 10.00% | 10.00% | 10.00% | 748,197 | 748,197 |
| Other investments | 33,750,498 | 33,798,083 | |||||
| 34,508,671 | 34,556,256 |
During the periods ended as at 30 September 2011 and 2010, movements in other non-current investments, are made up as follows:
| 30 September 2011 30 September 2010 | ||
|---|---|---|
| Investments in other companies | ||
| Opening balance as at 1 January | 34,518,594 | 841,053 |
| Disposals in the period | - | (36,953) |
| Transfers | 12,415 | - |
| Closing balance as at 30 September | 34,531,009 | 804,100 |
| Accumulated impairment losses (Note 24) | (22,338) | (40,482) |
| 34,508,671 | 763,618 | |
| Financial investments advance: | ||
| Opening balance as at 1 January | 60,000 | - |
| Disposals in the period | (60,000) | - |
| Closing balance as at 30 September | - | - |
| 34,508,671 | 763,618 |
Under the caption other non-current investments there is an amount of 33,745,053 euro (33,732,640 euro as at 31 December 2010), related to deposited amounts on an Escrow Account which are invested in investment funds with superior rating and guarantee contractual liabilities assumed by Sonae Investimentos which may arise from the sale of Sonae Distribuição Brasil,S.A. and for which provisions were recorded (Note 24 ).
Although in accordance with the deadlines contractually established, the Escrow Account should have already been released by the buyer. That didn't happen as there are some points of disagreement on the use of the Escrow Account, namely as to whether or not, to retain the Escrow Account for ongoing fiscal procedures that have not yet been decided. It is the understanding of the Board of Directors, based on legal opinions of Brazilian and Portuguese lawyers, that the company is acting in accordance with the agreement and that this amount shall be entirely received, and that there are legal means that may be operated so as to compel the buyer to authorize the reimbursement of the Escrow Account. There are negotiations currently under way between the two parties in order to release the above mentioned amount.
The detail of acquisition over the period ended as at 30 September 2011, is as follows:
| COMPANY | Head Office | Direct | Total |
|---|---|---|---|
| Investments Management | |||
| Sonaegest- Soc.Gestora de Fundos de Investimento, SA | Maia | 60.00% | 60.00% |
Acquisition mentioned above had the following impact on the financial statements for the period ended as at 30 September 2011:
| At acquisition date | |
|---|---|
| Net assets | |
| Tangible and intangible assets (Note 9) | 1,883 |
| Other assets | 83,798 |
| Cash and cash equivalents | 1,217,213 |
| Other liabilities | (107,508) |
| 1,195,386 | |
| Goodwill | (37,813) |
| Non-controlling interests (Note 18) | (466,285) |
| Transfer of investments in associates (Note 6) | (466,552) |
| Acquisition cost | 224,736 |
| Effective cash payment | - 224,736 |
| 224,736 | |
| - | |
| Net cash-flow arising from acquisition | - |
| Effective cash payment | 224,736 |
| Cash and cash equivalents acquired | (1,217,213) |
| (992,477) |
During the nine months period ended 30 September 2011 and 2010, movements in Tangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Tangible assets | |||||
|---|---|---|---|---|---|
| Tangible | Total | ||||
| Land and | Plant and | assets | Tangible | ||
| Buildings | Machinery | Others | in progress | Assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2011 | 1,674,889,100 | 1,058,343,633 | 164,175,552 | 42,313,845 | 2,939,722,130 |
| Acquisitions | 5,481,515 | 2,030,628 | 597,252 | 101,117,423 | 109,226,818 |
| Acquisitions of subsidiaries (Note 8) | - | - | 43,720 | - | 43,720 |
| Disposals | (31,282,356) | (11,661,777) | (4,576,367) | (1,654,157) | (49,174,657) |
| Exchange rate effect | - | (143,366) | (135,053) | - | (278,419) |
| Transfers | 2,581,173 | 90,088,424 | 11,058,984 | (106,030,699) | (2,302,118) |
| Closing balance as at 30 September 2011 | 1,651,669,432 | 1,138,657,542 | 171,164,088 | 35,746,412 | 2,997,237,474 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2011 | 233,202,633 | 455,451,288 | 118,810,757 | - | 807,464,678 |
| Depreciation and impairment losses | 22,006,585 | 80,211,313 | 13,731,501 | - | 115,949,399 |
| Acquisitions of subsidiaries (Note 8) | - | - | 41,837 | - | 41,837 |
| Disposals | (5,204,059) | (10,696,245) | (4,375,050) | - | (20,275,354) |
| Exchange rate effect | - | (87,597) | (58,600) | - | (146,197) |
| Transfers | (2,832) | (2,808,032) | (498,058) | - | (3,308,922) |
| Closing balance as at 30 September 2011 | 250,002,327 | 522,070,727 | 127,652,387 | - | 899,725,441 |
| Carrying amount | |||||
| As at 30 September 2011 | 1,401,667,105 | 616,586,815 | 43,511,701 | 35,746,412 | 2,097,512,033 |
| Tangible assets | |||||
|---|---|---|---|---|---|
| Tangible | Total | ||||
| Land and | Plant and | assets | Tangible | ||
| Buildings | Machinery | Others | in progress | Assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2010 | 1,724,171,225 | 948,112,682 | 168,570,680 | 92,462,861 | 2,933,317,448 |
| Acquisitions | 7,658,958 | 1,296,658 | 1,219,982 | 119,709,824 | 129,885,422 |
| Disposals of subsidiaries | (31,096,814) | (250,482) | - | - | (31,347,296) |
| Disposals | (35,047,422) | (20,518,040) | (6,686,469) | (1,298,240) | (63,550,171) |
| Exchange rate effect | 28,636 | 87,612 | 67,870 | - | 184,118 |
| Transfers | 51,728,156 | 99,783,524 | 7,041,842 | (160,728,045) | (2,174,523) |
| Closing balance as at 30 September 2010 | 1,717,442,739 | 1,028,511,954 | 170,213,905 | 50,146,400 | 2,966,314,998 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2010 | 218,182,843 | 398,544,190 | 118,096,992 | - | 734,824,025 |
| Depreciation and impairment losses | 21,085,080 | 65,995,155 | 14,751,655 | - | 101,831,890 |
| Disposals of subsidiaries | (5,040,880) | (68,612) | - | - | (5,109,492) |
| Disposals | (2,536,947) | (15,991,063) | (6,495,957) | - | (25,023,967) |
| Exchange rate effect | 16,588 | 44,366 | 26,623 | - | 87,577 |
| Transfers | - | (580,014) | (460,541) | - | (1,040,555) |
| Closing balance as at 30 September 2010 | 231,706,684 | 447,944,022 | 125,918,772 | - | 805,569,478 |
| Carrying amount | |||||
| As at 30 September 2010 | 1,485,736,055 | 580,567,932 | 44,295,133 | 50,146,400 | 2,160,745,520 |
At September 2011, the value of disposals in "Tangible assets" includes 25,748,719 euro relating with the sale and leaseback transaction of company stores Continente and Worten located at Vasco da Gama Shopping Centre. The operation was followed by the beginning of operating lease for an initial period of 20 years, automatically renewable at the option of the lessee, for two consecutive periods of 10 years each.
The most significant values included in the caption "Tangible assets in progress" refer to the following projects:
| 30 September 2011 30 September 2010 | ||
|---|---|---|
| Refurbishment and expansion of stores in the retail businesses located in Portugal |
21,662,819 | 30,850,500 |
| Refurbishment and expansion of stores in the retail businesses located in Spain |
4,236,269 | 4,078,245 |
| Construction in progress in Maia (Business Park) | - | 4,451,620 |
| Projects of stores for which advance payments were made | 9,194,617 | 10,323,231 |
| Others | 652,707 | 442,804 |
| 35,746,412 | 50,146,400 |
During the nine months period ended 30 September 2011 and 2010, movements in Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Intangible assets | ||||
|---|---|---|---|---|
| Intangible | Total | |||
| Patents | assets | Intangible | ||
| and other similar rights |
Others | in progress | Assets | |
| Gross assets | ||||
| Opening balance as at 1 January 2011 | 101,430,461 | 159,639,470 | 14,382,674 | 275,452,605 |
| Acquisitions | 549,115 | 809,492 | 10,806,380 | 12,164,987 |
| Disposals | (4,169) | (2,408) | (376,515) | (383,092) |
| Exchange rate effect | (11,248) | (134,193) | - | (145,441) |
| Transfers | 3,262 | 10,657,032 | (10,951,060) | (290,766) |
| Closing balance as at 30 September 2011 | 101,967,421 | 170,969,393 | 13,861,479 | 286,798,293 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2011 | 14,590,542 | 107,187,899 | - | 121,778,441 |
| Depreciation and impairment losses | 2,820,176 | 14,372,943 | - | 17,193,119 |
| Disposals | (3,441) | (2,081) | - | (5,522) |
| Exchange rate effect | (125) | (29,772) | - | (29,897) |
| Transfers | (188,104) | 145,564 | - | (42,540) |
| Closing balance as at 30 September 2011 | 17,219,048 | 121,674,553 | - | 138,893,601 |
| Carrying amount | ||||
| As at 30 September 2011 | 84,748,373 | 49,294,840 | 13,861,479 | 147,904,692 |
| Intangible | Total | ||
|---|---|---|---|
| Patents and other | assets | Intangible | |
| Assets | |||
| 265,923,154 | |||
| 1,627,085 | 107,696 | 5,316,230 | 7,051,011 |
| (426) | (1,118,161) | (2,156) | (1,120,743) |
| - | 15,392 | - | 15,392 |
| (183,008) | 3,424,791 | (4,927,018) | (1,685,235) |
| 101,467,722 | 156,865,616 | 11,850,241 | 270,183,579 |
| 11,122,066 | 92,480,785 | - | 103,602,851 |
| 2,716,429 | 12,437,315 | - | 15,153,744 |
| (426) | (1,024,823) | - | (1,025,249) |
| - | 11,729 | - | 11,729 |
| (48,940) | (27) | - | (48,967) |
| 13,789,129 | 103,904,979 | - | 117,694,108 |
| 87,678,593 | 52,960,637 | 11,850,241 | 152,489,471 |
| similar rights 100,024,071 |
Others 154,435,898 |
Intangible assets in progress 11,463,185 |
The value of "Intangible assets in progress" relates mainly to IT projects and software development.
Additionally, this heading also includes the fair value attributed to a group of brands with indefinite useful lives, among which the "Continente" brand, 75,000,000 euro (the same amount as at 2010).
During the period ended on 30 September 2011 and 31 December 2010, movements in goodwill, as well as in corresponding impairment losses, were made up as follows:
| 30 September 2011 | 31 December 2010 | |
|---|---|---|
| Gross value: | ||
| Opening balance | 519,610,038 | 528,076,621 |
| Disposals of subsidiaries | - | (9,886,491) |
| Transfers | - | 1,419,908 |
| Closing balance | 519,610,038 | 519,610,038 |
| Accumulated impairment | ||
| losses: | ||
| Opening balance | 1,374,227 | 8,191,583 |
| Disposals of subsidiaries | - | (6,817,356) |
| Closing balance | 1,374,227 | 1,374,227 |
| Carrying amount: | 518,235,811 | 518,235,811 |
As at 30 September 2011 and 2010 movements in this caption can be detailed as follows:
| 30 September 2011 30 September 2010 | ||
|---|---|---|
| Other investments: | ||
| Opening balance as at 1 January | 15,185,750 | 57,294,670 |
| Increases in the period | - | 2,677,225 |
| Decreases in the period | (12,011,999) | (11,393,095) |
| Closing balance as at 30 September | 3,173,751 | 48,578,800 |
| Accumulated impairment losses | - | - |
| 3,173,751 | 48,578,800 | |
| Derivative financial instruments | ||
| Fair value as at 1 January | 457,159 | 365,121 |
| Increase/(Decrease) in fair value | 1,842,200 | (364,954) |
| Fair value as at 30 September (Note 20) | 2,299,359 | 167 |
| Other Investments | 5,473,110 | 48,578,967 |
As at 30 September 2011 and 31 December 2010, other non-current assets are detailed as follows:
| 30.Setembro.2011 | 31.Dezembro.2010 | |
|---|---|---|
| Empréstimos concedidos a empresas associadas | 17,935,689 | 17,555,234 |
| Clientes e outros devedores | ||
| Cauções | 5,914,932 | 4,680,630 |
| Depósitos judiciais (Nota 21) | 820,982 | 927,976 |
| Reconhecimento valor a receber da Carrefour (a) | 10,212,120 | 11,543,000 |
| Valor a receber referente á venda da Modelo Cont.Seguros | 2,244,867 | 2,170,773 |
| Outros | - | 14,539 |
| 37,128,590 | 36,892,152 | |
| Outros activos não correntes | 401,749 | 499,472 |
| 37,530,339 | 37,391,624 |
a) As a result of agreements signed in 2005 by former subsidiary - Sonae Distribuição Brazil, SA (sold to Wal-Mart in 2005) with Carrefour Comércio e Indústria Ltda, Sonae assumed the responsibility to compensate Carrefour for the expenses that would arise from the 10 stores licensing process in the Brazilian state of São Paulo that were sold to that entity. During 2010, Carrefour triggered a bank warranty "on first demand" amounting to 25,340,145.80 Brazilian real (approximately 10 million euro) for alleged expenses incurred with the mentioned stores and that allegedly, arose from the need to remedy deficiencies cited by competent authorities for the licensing process. However no evidence of those expenses was presented to Sonae, or proof of necessity of carrying out such costs for the licensing process as established on the mentioned agreement.
It is the understanding of the Board of Directors and the Group attorneys that the amount paid will be recovered. The company will start the legal proceedings against Carrefour Comércio e Indústria, Ltda. to recover the above mentioned amount. It's the Board of Directors and the Group attorneys understanding that the amount is recoverable, since Carrefour has never proved the existence of the costs that it claims and which validate the usage of the above mentioned warranty, or through the warranty expiration date (according with Brazilian law).
According to Group attorneys, the amount improperly received by Carrefour for which a reimbursement will be requested (25,340,145.80 Brazilian real), will earn interests at the SELIC rate, and it is the Board of Directors understanding that the legal proceedings will last up to 8 years.
As at 30 September 2011 and 31 December 2010, "Trade accounts receivable and other current assets" are made up as follows:
| 30 September 2011 | 31 December 2010 | |
|---|---|---|
| Trade accounts receivable | 39,021,216 | 46,055,684 |
| Taxes recoverable | 76,850,581 | 38,933,630 |
| Granted loans to related companies | 7,975 | 41,268 |
| Other debtors | ||
| Trade suppliers - debtor balances | 73,536,559 | 61,381,139 |
| Advances to supliers | 3,324,539 | 13,460,862 |
| Credit sales sold to third parties | 3,193,212 | 4,121,362 |
| Special regime for settlement of tax and social security debts | 12,047,567 | 12,382,502 |
| VAT recoverable on real estate assets | 5,716,817 | 5,676,892 |
| Disposal of investments | - | 8,860,291 |
| Accounts receivable from the disposal of tangible fixed assets | 683,915 | 2,646,339 |
| Advances on suppliers | - | 6,700,000 |
| Other debtors | 12,505,007 | 11,540,237 |
| 111,007,616 | 126,769,623 | |
| Other current assets | ||
| Commercial Discounts | 48,174,936 | 15,897,088 |
| Interests to be received | 1,882,513 | 1,764,353 |
| Commissions to be received | 1,912,731 | 1,679,770 |
| Rents | 6,323,998 | 5,843,859 |
| Condominiums management fee's | 1,797,676 | 1,784,906 |
| Insurance premiums paid in advance | 5,579,692 | 3,855,977 |
| Claims | 317,428 | 1,514,969 |
| Software Licenses | 2,301,845 | 1,354,762 |
| Other current assets | 8,277,257 | 8,255,392 |
| 76,568,076 | 41,951,076 | |
| Accumulated impairment losses (Note 24) | (26,802,069) | (25,144,413) |
| 276,653,395 | 228,606,868 |
Deferred tax assets and liabilities as at 30 September 2011 and 31 December 2010 are as follows, taking into consideration its temporary differences:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 30 September 2011 31 December 2010 30 September 2011 31 December 2010 | |||||
| Difference between fair value and acquisition cost | 2,636,088 | 2,636,088 | 29,442,854 | 29,793,323 | |
| Harmonisation adjustments | 10,496 | 10,696 | 59,073,171 | 54,161,634 | |
| Provisions and impairment losses not accepted for tax purposes | 10,777,508 | 5,794,376 | - | - | |
| Write-off of tangible and intangible assets | 5,100,939 | 6,042,666 | - | - | |
| Valuation of hedging derivatives | - | 815,455 | 439,311 | 54,899 | |
| Amortisation of Goodwill for tax purposes | - | - | 26,175,060 | 20,940,048 | |
| Revaluation of tangible assets | - | - | 1,762,700 | 1,856,488 | |
| Tax losses carried forward | 96,845,764 | 83,007,413 | - | - | |
| Reinvested capital gains/(losses) | - | - | 1,232,983 | 1,338,941 | |
| Others | 250,251 | 653,140 | 227,554 | 57,132 | |
| 115,621,046 | 98,959,834 | 118,353,633 | 108,202,465 |
As at 30 September 2011 and 31 December 2010, and in accordance with tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| 30 September 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit | Tax losses carried forward |
Deferred tax assets |
Time limit | |
| With limited time use | ||||||
| Generated in 2005 | 296,604 | 74,151 | 2011 | 296,604 | 74,151 | 2011 |
| Generated in 2006 | - | - | 2012 | - | - | 2012 |
| Generated in 2007 | 1,233,239 | 308,310 | 2013 | 801,519 | 200,380 | 2013 |
| Generated in 2008 | 3,541,103 | 885,276 | 2014 | 3,541,099 | 885,276 | 2014 |
| Generated in 2009 | 9,830,377 | 2,457,595 | 2015 | 9,829,967 | 2,457,492 | 2015 |
| Generated in 2010 | 1,249,203 | 312,301 | 2014 | 1,209,556 | 302,387 | 2014 |
| Generated in 2011 | 12,262,670 | 3,065,667 | 2015 | - | - | |
| 28,413,196 | 7,103,300 | 15,678,745 | 3,919,686 | |||
| Without limited time use | - | - | - | - | ||
| With a time limit different from the above mentioned |
299,141,548 | 89,742,464 | 263,625,755 | 79,087,727 | ||
| 327,554,744 | 96,845,764 | 279,304,500 | 83,007,413 | |||
As at 30 September 2011 and 31 December 2010, deferred tax assets resulting from tax losses were assessed and only recognized to the extent it was probable that sufficient taxable profits will be available in the future against which the deferred tax assets can be used, or when taxable temporary differences are recognized by the same entity and expected to reverse in the same period. This assessment was based on business plans of Sonae Investimentos companies, which are periodically reviewed and updated, and on identified and available tax planning opportunities.
As at 30 September 2011 tax losses carried forward, have not originated deferred tax assets for prudential reasons. These may be summarized as follows:
| 30 September 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit | Time limit | Tax losses carried forward |
Deferred tax credit |
Time limit | |
| With limited time use | ||||||
| Generated in 2005 | 18,959 | 4,740 | 2011 | 22,523 | 5,631 | 2011 |
| Generated in 2006 | 323,644 | 80,911 | 2012 | 337,684 | 84,420 | 2012 |
| Generated in 2007 | 337,461 | 84,366 | 2013 | 819,543 | 204,886 | 2013 |
| Generated in 2008 | 1,532,278 | 383,070 | 2014 | 1,532,594 | 383,149 | 2014 |
| Generated in 2009 | 946,101 | 236,524 | 2015 | 1,124,333 | 281,082 | 2015 |
| Generated in 2010 | 5,410,677 | 1,352,669 | 2014 | 5,468,556 | 1,367,140 | 2014 |
| Generated in 2011 | 3,310,424 | 827,606 | 2015 | - | - | |
| 11,879,544 | 2,969,886 | 9,305,233 | 2,326,308 | |||
| Without limited time use | 11,848,649 | 4,028,541 | 11,077,728 | 3,766,427 | ||
| With a time limit different from the above mentioned |
6,846,098 | 1,711,525 | 13,830,335 | 3,457,584 | ||
| 30,574,291 | 8,709,952 | 34,213,296 | 9,550,319 |
As at 30 September 2011 and 31 December 2010 cash and cash equivalents can be detailed as follows:
| 30 September 2011 31 December 2010 | ||
|---|---|---|
| Cash at hand | 6,640,487 | 6,847,595 |
| Bank deposits | 65,436,091 | 193,164,261 |
| Treasury applications | 11,276 | 12,613 |
| Cash and cash equivalents on the balance sheet | 72,087,854 | 200,024,469 |
| Bank overdrafts (Note 19) | (17,518,038) | (7,564,216) |
| Cash and cash equivalents on the statement of cash flows |
54,569,816 | 192,460,253 |
Bank overdrafts, are recorded in the balance sheet under the caption Current bank loans.
As at 30 September 2011, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.
As at 30 September 2011, the subscribed share capital was held as follows:
| Entity | % |
|---|---|
| Sonae, SGPS, S.A. | 76.86% |
| Sonae Investments, BV | 13.14% |
| Sonae Specialized Retail, SGPS, S.A. | 10.00% |
As at 30 September 2011, Efanor Investimentos S.G.P.S., S.A. and its subsidiaries held 52.98% of the share capital of Sonae, SGPS, S.A..
Movements in non-controlling interests during the periods ended as at 30 September 2011 and 31 December 2010 are as follows:
| 30 September 2011 | 31 December 2010 | |
|---|---|---|
| Opening balance as at 1 January | 75,434,780 | 74,344,125 |
| Acquisition/Incorporation of subsidiaries (Note 8) | 466,285 | 980,000 |
| Disposal of subsidiaries | - | (557,535) |
| Cover losses | - | 995,750 |
| Variations in ownership percentage | 1,276,561 | - |
| Others | 63,819 | (97,327) |
| Profit for the period attributable to non-controlling interests | (206,981) | (230,233) |
| Closing balance as at 30 September 2011 | 77,034,464 | 75,434,780 |
As at 30 September 2011 and 31 December 2010, loans are made up as follows:
| 30 September 2011 | 31 December 2010 | ||||
|---|---|---|---|---|---|
| Current | Non-Current | Current | Non-Current | ||
| Bank loans | |||||
| Sonae Investimentos, SGPS, SA - commercial paper | 5,000,000 | 425,000,000 | - | 292,000,000 | |
| Others | 3,592,640 | 10,000,385 | 3,333,334 | 11,666,666 | |
| 8,592,640 | 435,000,385 | 3,333,334 | 303,666,666 | ||
| Bank overdrafts (Note 16) | 17,518,038 | - | 7,564,216 | - | |
| Up-front fees beard with the issuance of loans | (7,667) | (44,088) | (7,667) | (67,409) | |
| Bank loans | 26,103,011 | 434,956,297 | 10,889,883 | 303,599,257 | |
| Bonds | |||||
| a) Bonds Modelo Continente / 2003 |
- | - | 82,000,000 | - | |
| Bonds Modelo Continente / 2005/2012 | 150,000,000 | - | - | 150,000,000 | |
| Bonds Modelo Continente / 2007/2012 | 200,000,000 | - | - | 200,000,000 | |
| Bonds Sonae Distribuição / 2007/2015 |
- | 200,000,000 | - | 200,000,000 | |
| Bonds Sonae Distribuição / 2007/2015 |
- | 310,000,000 | - | 310,000,000 | |
| Bonds Sonae Distribuição / 2009/2014 |
16,000,000 | 26,000,000 | 8,000,000 | 42,000,000 | |
| Up-front fees beard with the issuance of loans | (198,229) | (1,830,744) | (445,382) | (2,662,489) | |
| Bonds | 365,801,771 | 534,169,256 | 89,554,618 | 899,337,511 | |
| Other loans | 8,859 | 162,623 | 33,466 | 162,624 | |
| Derivative instruments (Note 20) | 85,986 | - | 5,245,380 | - | |
| Other loans | 94,845 | 162,623 | 5,278,846 | 162,624 | |
| Obligations under finance leases | 1,875,647 | 5,950,927 | 2,752,393 | 7,170,863 | |
| 393,875,274 | 975,239,103 | 108,475,740 | 1,210,270,255 |
a) On June 29, 2011 the Group reacquired all its "Modelo Continente 2003" bonds amounting 82,000,000 euro, and subsequently extinguished this bond loan.
At 30 September 2011, Sonae Investimentos has agreed lines of credit and commercial paper amounting to 794 million euro, of which 255 million euro with firm commitments with maturity not exceeding one year and 450 million euro with firm commitments with maturity over 1 year.
Under the above mentioned lines of credit and commercial paper programs with firm commitments Group had 278 million credit facilities available to meet its liquidity requirements.
The interest rate at 30 September 2011 of bonds and loans was approximately 2,33% (1,83% on 31 December 2010). It is estimated that the fair value of these loans does not differ significantly from its market value.
The derivative instruments are recorded at fair value (Note 20).
The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:
| 30 September 2011 31 December 2010 | ||
|---|---|---|
| N+1 | 393,995,184 | 103,683,409 |
| N+2 | 176,446,519 | 370,645,105 |
| N+3 | 340,062,752 | 175,485,486 |
| N+4 | 358,170,068 | 306,106,457 |
| N+5 | 101,191,538 | 357,414,181 |
| After N+5 | 1,243,058 | 3,348,925 |
1,371,109,119 1,316,683,563
The maturities above were estimated in accordance with the contractual terms of loans and contracts, which do not include financial covenants.
In what concerns financial risk management policy, Sonae Investimentos uses exchange rate derivatives, essentially to hedge future cash flows.
As at 30 September 2011, the fair value of the exchange rate derivatives, calculated taking into consideration the present market value of equivalent financial instruments, is estimated as follows:
| 30 September 2011 | 31 December 2010 | ||
|---|---|---|---|
| Assets (Note 12) | 2,299,359 | 457,159 | |
| Liabilities (Note 19) | (85,986) | (954,898) | |
| 2,213,373 | (497,739) |
Gains or losses for the period arising from changes in the fair value of derivatives amounting to (2,213,373) euro ((3,822,737) euro at 30 September 2010) were recorded under "Hedging reserve" of Comprehensive income, when considered eligible hedge instruments or in the income statement caption "Other expense" when considered otherwise.
As at 30 September 2011, the Group had no derivative financial instrument on the interest rate. On 31 December 2010, the Group complied with the zero cost collars.
| 30 September 2011 | 31 December 2010 | |
|---|---|---|
| Liabilities (Note 19) | - | (4,290,482) |
| - | (4,290,482) |
These interest rate derivatives are valued at fair value, at the balance sheet date, based on valuations performed by Sonae Investimentos using specific software and on external valuations when this software does not deal with specific instruments. The fair value of swaps was calculated, at the balance sheet date, based on the discounted cash flow of the difference between the fixed interest rate of the fixed leg and the indexed variable interest rate inherent to the variable leg.
The fair value of the derivatives is detailed as follows:
| Assets | Liabilities | ||||
|---|---|---|---|---|---|
| 30 September 2011 | 31 December 2010 | 30 September 2011 | 31 December 2010 | ||
| Derivatives not qualified as hedging | |||||
| Exchange rate | - | - | - | 76,618 | |
| Hedging derivatives | |||||
| Exchange rate | 2,299,359 | 457,159 | 85,986 | 878,280 | |
| Interest rate | - | - | 0 | 4,290,482 | |
| 2,299,359 | 457,159 | 85,986 | 5,245,380 |
As at 30 September 2011 and 31 December 2010, the caption "Other non-current liabilities" was made up as follows:
| 30 September 2011 | 31 December 2010 | ||
|---|---|---|---|
| Shareholder loans | 419,533,355 | 417,902,648 | |
| Tangible assets suppliers | 1,200,000 | 1,237,500 | |
| Share based payments (Note 22) | 1,339,724 | 3,216,439 | |
| Other non-current liabilities | 860,291 | 2,372,407 | |
| Accruals and deferrals | 1,910,696 | 679,292 | |
| Other non-current liabilities | 424,844,066 | 425,408,286 |
This caption "Shareholder loans" includes a subordinate bond loan repayable after 10 years issued by Sonae Investimentos fully subscribed. This loan was fully subscribed and paid for by Sonae SGPS, SA on 28 December 2010, amounting to 400 million euro corresponding to 8,000 bonds with a nominal value of 50,000 euro each.
The above caption includes also the amount payable to participating companies refers to a shareholders' loan granted by a minority shareholder to a subsidiary that bears interest at usual market rate. The fair value of this loan is similar to its book value, with no defined maturity.
As at 30 September 2011, the caption "Other non-current liabilities" includes 860,291 euro (972.408 euro as at 31 December 2010) mainly refers to the estimated amounts to fulfil the legal and tax obligations of a Brazilian subsidiary which were considered appropriate to face up to future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non-current assets" (Note 13), with no defined maturity.
In 2011 and in previous years, Sonae Investimentos Group granted deferred performance bonuses to its directors and eligible employees. These are based on shares to be acquired at nil cost, three years after they were attributed to the employee. The purchase can be exercised during the period between the third anniversary of the grant date and the end of that year. The company has the choice to settle its responsibilities in cash instead of shares. The option can only be exercised if the employee still works for Sonae Group on the vesting date.
Liabilities arising from deferred performance bonuses as at 30 September 2011 and 31 December 2010 are made up as follows:
| Grant | Vesting | Number of | Fair value | ||
|---|---|---|---|---|---|
| year | year | participants | 30 September 2011 31 December 2010 | ||
| Shares | |||||
| 2008 | 2011 | 49 | - | 1,688,691 | |
| 2009 | 2012 | 52 | 2,579,995 | 3,680,318 | |
| 2010 | 2013 | 51 | 1,687,343 | 2,288,719 | |
| 2011 | 2014 | 51 | 1,536,283 | - | |
| Total | 5,803,621 | 7,657,728 |
As at 30 September 2011 and 31 December 2010 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:
| 30 September 2011 31 December 2010 | ||
|---|---|---|
| Staff costs | 455,587 | 2,487,799 |
| Recorded in previous years | 2,994,884 | 2,417,344 |
| 3,450,471 | 4,905,143 | |
| Other non-current liabilities (Note 21) | 1,339,724 | 3,216,439 |
| Other current liabilities (Note 23) | 2,110,747 | 1,688,704 |
| 3,450,471 | 4,905,143 |
The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.
As at 30 September 2011 and 31 December 2010 the caption "Trade creditors and other current liabilities" can be detailed as follows:
| 30 September 2011 31 December 2010 | ||
|---|---|---|
| Trade creditors | 935,594,451 | 1,121,852,468 |
| Taxes payable | 35,944,874 | 52,891,000 |
| Other creditors | ||
| Tangible asset suppliers | 29,042,559 | 58,103,689 |
| Related undertakings | - | 53,427,354 |
| Other debts | 38,593,376 | 43,343,332 |
| 67,635,935 | 154,874,375 | |
| Other current liabilities | ||
| Staff costs | 97,844,373 | 90,073,043 |
| Interest payable | 13,166,780 | 7,384,896 |
| Marketing expenses | 14,283,437 | 16,436,794 |
| Other external supplies and services | 37,375,982 | 33,794,793 |
| Accrued income - rents | 7,394,410 | 4,294,408 |
| Real Estate Municipality tax | 4,247,265 | 4,342,284 |
| Share based payments (Note 22) | 2,110,747 | 1,688,704 |
| Others | 9,937,864 | 8,580,909 |
| 186,360,859 | 166,595,831 | |
| 1,225,536,119 | 1,496,213,674 |
The caption "Other debts" includes:
22,058,844 euro (18,556,454 euro as at 31 December 2010), of attributed discounts not yet used related with loyalty projects, referring to "Cartão Cliente" card;
5,255,534 euro (8,277,581 euro as at 31 December 2010) related to means of payments owned by clients as vouchers, gift cards and discount tickets; and
5,464,477 euro (6,179,706 euro as at 31 December 2010) related to payable amounts to Sonae Distribuição Brasil, SA buyer as a result of responsibilities assumed with that entity.
Movements in "Provisions and impairment losses", for the nine months period ended as at 30 September 2011 and 2010, were as follows:
| Caption | Balance as at 31 December 2010 |
Increase | Decrease | Balance as at 30 September 2011 |
|---|---|---|---|---|
| Accumulated impairment losses on investments (Note 7) |
22,338 | - | - | 22,338 |
| Accumulated impairment losses on trade acount receivables and other debtors (Note 14) |
25,144,413 | 2,694,602 | (1,036,946) | 26,802,069 |
| Accumulated impairment losses on inventories | 20,666,324 | 12,485,647 | (2,705,329) | 30,446,642 |
| Non-current provisions | 21,495,563 | 5,752,012 | (551,782) | 26,695,793 |
| Current provisions | 1,686,979 | 700,000 | (40,006) | 2,346,973 |
| 69,015,617 | 21,632,261 | (4,334,063) | 86,313,815 |
| Caption | Balance as at 31 December 2009 |
Increase | Decrease | Balance as at 30 September 2010 |
|---|---|---|---|---|
| Accumulated impairment losses on investments | 77,185 | - | (36,703) | 40,482 |
| Accumulated impairment losses on trade acount receivables and other debtors |
25,029,183 | 4,119,700 | (5,197,034) | 23,951,849 |
| Accumulated impairment losses on inventories | 18,954,690 | 5,192,753 | (3,705,195) | 20,442,248 |
| Non-current provisions | 9,263,092 | 4,648,668 | (60,825) | 13,850,935 |
| Current provisions | 2,488,883 | 200,000 | (779,093) | 1,909,790 |
| 55,813,033 | 14,161,121 | (9,778,850) | 60,195,304 |
The caption "Non-current provisions" includes 9,605,187 euro (10,856,969 euro as at 31 December 2010) relating to contingencies assumed by the company, on the sale of the subsidiary Sonae Distribuição Brasil, S.A. in 2005. This provision is being used as costs are being incurred.
The caption non-current provisions and the movement in the period of this caption, also includes the estimated liabilities incurred by the Group on the sale of warranty extension programmes on products traded by the Specialized Retail business segment in the amount of 13,585,855 euro . These extensions are granted for a period of one to three years after the legally binding warranty.
As at 30 September 2011 and 31 December 2010, the major Contingent liabilities were guarantees given, which can be detailed as follows:
| 30 September 2011 | 31 December 2010 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 422,407,498 | 317,505,226 |
| on municipal claims | 6,643,523 | 7,011,523 |
| others | 32,182,817 | 32,115,117 |
Tax claims includes 254,396,851 euro (207,114,928 euro as at 31 December 2010) related to appeals against additional corporate income tax and VAT assessments, as well as guarantees amounting to 103,709,692 euro related to a VAT proceeding (105,786,250 euro as at 31 December 2010).
Retail based subsidiaries of the Company, granted guarantees in favour of the Portuguese Tax Administration, associated with tax claims for VAT, amounting to 102,100,000 euro, for which the Company has presented, or has the intention of presenting an impugnation. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers as these discounts depend on the acquisitions made by the Group during the year, and claim that the company should not have deducted VAT from discount vouchers used by its clients.
A Retail segment company in Brazil granted a guarantee of approximately 29.6 million euro (74,078,784 Brazilian real, on 31 December 2010 the amount is the same), on a tax claim, which is being judged by tax court.
As a consequence of the sale of a subsidiary company in Brazil, Sonae guaranteed the buyer all the losses incurred by that company arising on unfavourable decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 31 December 2010, the amount claimed by the Brazilian Tax Authorities concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss plus the amounts already paid (27.6 million euro) related to programmes for the Brazilian State of tax recovery amount to near 39.8 million euro.
Furthermore, there are other tax lawsuits totalling 54.7 million euro for which the Board of Directors, based on the lawyers' assessment, understands will not imply future losses to the old subsidiary.
No provision has been recognized to face up to risks arising from events related to guarantees given, as the Board of Directors considers that no liabilities will result to Sonae Investimentos.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||
|---|---|---|---|---|
| Transactions | 30 September 2011 | 30 September 2010 | 30 September 2011 | 30 September 2010 |
| Parent company | 835,166 | 859,515 | 102,709 | 79,689 |
| Jointly controlled companies | 534,112 | 568,340 | 2,125,448 | 2,093,005 |
| Associated companies | 25,874,112 | 25,966,278 | 1,534,883 | 729,528 |
| Participated companies | 42,331,469 | 43,660,354 | - | - |
| Other related parties | 6,820,801 | 8,278,591 | 50,786,220 | 65,058,796 |
| 76,395,660 | 79,333,078 | 54,549,260 | 67,961,018 | |
| Interest income | Interest expenses | |||
| Transactions | 30 September 2011 | 30 September 2010 | 30 September 2011 | 30 September 2010 |
| Parent company | 506,034 | 9,769 | 25,078,147 | 522,223 |
| Jointly controlled companies | 264 | 15 | - | 16 |
| Associated companies | 798,238 | - | - | - |
| Participated companies | - | - | - | - |
| Other related parties | - | 9,396 | 638,808 | 468,439 |
| 1,304,536 | 19,180 | 25,716,955 | 990,678 |
| Accounts receivable | Accounts payable | |||||
|---|---|---|---|---|---|---|
| Balances | 30 September 2011 | 31 December 2010 | 30 September 2011 | 31 December 2010 | ||
| Parent company | 1,030,569 | 978,438 | 8,826,405 | 630,241 | ||
| Jointly controlled companies | 1,276,692 | 742,572 | 460,118 | 675,795 | ||
| Associated companies | 7,247,109 | 2,584,590 | 2,328,863 | 74,828 | ||
| Participated companies | 10,493,539 | 13,413,873 | 55,464 | 54,571 | ||
| Other related parties | 11,412,167 | 22,293,532 | 18,464,792 | 27,680,583 | ||
| 31,460,076 | 40,013,005 | 30,135,642 | 29,116,018 | |||
| Loans Obtained Granted |
||||||
| Balances | 30 September 2011 | 31 December 2010 | 30 September 2011 | 31 December 2010 | ||
| Parent company Jointly controlled companies |
400,000,000 - |
453,000,000 - |
- - |
- - |
||
| Associated companies | - | - | 16,935,689 | 17,555,234 | ||
| Participated companies | - | - | - | - | ||
| Other related parties | 17,983,895 | 17,902,648 | - | - | ||
| 417,983,895 | 470,902,648 | 16,935,689 | 17,555,234 |
Other related parties are considered to be related party affiliates or companies under joint control of Efanor SGPS, SA that are not included in Sonae Investimentos, including companies belonging to the Sonae Group, Sonae Indústria and Sonae Capital.
The recorded amounts as Obtained Loans from participating companies refer to loans granted to subsidiaries by its shareholders, which bear interests at market rates.
Income tax for the nine months period ended on 30 September 2011 and 2010 is detailed as follows:
| 30 September 2011 | 30 September 2010 | |
|---|---|---|
| Current tax | 10,663,697 | 24,667,439 |
| Deferred tax | (7,823,328) | (4,708,799) |
| 2,840,369 | 19,958,640 |
Earnings per share for the nine months period ended on 30 September 2011 and 2010 were calculated taking into consideration the following amounts:
| 30 September 2011 30 September 2010 | ||
|---|---|---|
| Net profit | ||
| Net profit taken into consideration t o calculate basic earnings per share (consolidated profit for the period) |
44,478,397 | 91,605,489 |
| Effect of dilutive potential shares Interests related to convertible bonds (net of tax) |
- - |
- - |
| Net profit taken into consideration to calculate diluted earnings per share | 44,478,397 | 91,605,489 |
| Number of shares | ||
| Weighted average number of shares used t o calculate basic earnings per share |
900,000,000 | 1,000,000,000 |
| Effect of dilutive potential ordinary shares from convertible bonds | - | - |
| Weighted average number of shares used to calculate diluted earnings per share |
900,000,000 | 1,000,000,000 |
| Earnings per share (basic and diluted) | 0.049420 | 0.091605 |
On 30 September 2011 and 2010 there is no dilutive effect on the number of shares outstanding.
The contribution of the main segments for the nine months period ended on 30 September 2011 and 2010 can be detailed as follows:
| Food based Retail |
Specialized Retail |
Investment Management |
Retail Real Estate |
Eliminations and adjustments |
Total | |
|---|---|---|---|---|---|---|
| 30 September 2011 | ||||||
| Turnover | 2,439,257,794 | 861,091,445 | 70,102,056 | 89,361,575 | (84,857,996) | 3,374,954,874 |
| Ex-Fuel | 2,420,943,383 | 861,091,445 | 70,102,056 | 89,361,575 | (84,857,996) | 3,356,640,463 |
| Fuel | 18,314,411 | - | - | - | - | 18,314,411 |
| EBITDA | 149,151,527 | (15,841,034) | 2,275,507 | 97,502,294 | 3,500,955 | 236,589,249 |
| EBIT | 81,028,690 | (55,635,524) | (641,124) | 74,493,004 | 3,383,965 | 102,629,011 |
| Invested capital | 552,894,455 | 444,248,343 | 138,332,042 | 1,366,238,564 | (1,425,933) | 2,500,287,471 |
| Sales area [000 m2 ] |
547 | 403 | 63 | - | - | 1,013 |
| Food based Retail |
Specialized Retail |
Investment Management |
Retail Real Estate |
Eliminations and adjustments |
Total | |
|---|---|---|---|---|---|---|
| 30 September 2010 (Note 1) | ||||||
| Turnover | 2,449,257,148 | 869,761,764 | 75,371,897 | 95,228,485 | (89,061,687) | 3,400,557,607 |
| Ex-Fuel | 2,374,671,087 | 869,761,764 | 75,371,897 | 95,228,485 | (89,061,687) | 3,325,971,546 |
| Fuel | 74,586,061 | - | - | - | - | 74,586,061 |
| EBITDA | 149,034,592 | 16,238,480 | 2,173,623 | 97,047,664 | (387,097) | 264,107,262 |
| EBIT | 89,901,154 | (15,983,043) | (843,319) | 72,998,732 | (354,328) | 145,719,196 |
| Invested capital | 529,977,628 | 393,134,586 | 75,159,045 | 1,460,740,058 | 1,411,827 | 2,460,423,144 |
| Sales area [000 m2 ] |
533 | 335 | 63 | - | - | 931 |
Includes the contribution of Group's activity related with the insignias of food based retail (Continente, Bom Bocado, Wells and Book.it) and fuels (which is operated under the brand Continente).
Includes the contribution of Group activity related with the insignia of non-food retail (Worten, Worten Mobile, Worten Gamer, Vobis, Sport Zone, Loop, Modalfa and Zippy).
Includes the Group's activity associated with Maxmat and travel agencies.
Includes real estate assets owned and managed by Sonae Investimentos, namely commercial galleries associated to units Continente.
Include consolidation adjustments and eliminations of intra-group balances and contribution from other companies not included in the previous segments. These values refer, mainly, to the elimination of rents invoiced by the Real Estate Segment to other Segments, presented in the turnover caption.
Turnover + Investment income + Other income – Negative Goodwill – Reversal of impairment losses – Operational costs + Gains / losses on sales of businesses - Provision for extensions of guarantees.
Turnover + Other income + Negative Goodwill – Operational costs - Provision for extensions of guarantees + Gains / losses on sales of businesses – Amortisations and impairment losses.
Gross real estate assets + other fixed assets (including Goodwill) - Amortisations and impairment losses + Financial investments + Working capital.
The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 21 November 2011.
The Board of Directors,
Duarte Paulo Teixeira de Azevedo
______________________________________ Ângelo Gabriel Ribeirinho dos Santos Paupério
______________________________________
______________________________________
Nuno Manuel Moniz Trigoso Jordão
Condensed individual financial statements
| 9 3 1,733 1,477 3,769 6,410 5,260 2,695,353,144 2,722,681,845 2,712,242,717 3,001,047 920,611 738,707 1,254,546,989 1,325,412,665 1,258,356,053 3,952,905,042 4,049,023,264 3,971,344,214 497,045,700 282,765,859 455,080,368 21,129,530 94,858 127,421,554 518,175,230 282,860,717 582,501,922 4,471,080,272 4,331,883,981 4,553,846,136 1,000,000,000 1,000,000,000 1,000,000,000 |
|---|
| 1,334,524,273 934,431,619 882,130,694 |
| 11,676,111 367,141,131 450,539,262 |
| 2,346,200,384 2,301,572,750 2,332,669,956 |
| 967,458,503 1,445,130,484 1,202,936,767 |
| 920 1,403 1,403 |
| 400,126,834 - 400,456,179 |
| 1,367,586,257 1,445,131,887 1,603,394,349 |
| 384,722,007 9,161,208 92,880,285 |
| 372,571,624 576,018,136 524,901,546 |
| 757,293,631 585,179,344 617,781,831 |
| 4,471,080,272 4,331,883,981 4,553,846,136 |
(Translation of condensed individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| Notes | th Quarter 2011 3 |
th Quarter 2010 3 |
30.September.2011 30.September.2010 | ||
|---|---|---|---|---|---|
| Services rendered | 530,372 | 437,860 | 1,492,760 | 1,245,047 | |
| Gains or losses on investments | 1 5 |
- | - | 31,007,295 | 372,280,793 |
| Financial income | 1 6 |
12,884,246 | 9,117,470 | 36,813,266 | 25,046,143 |
| Other income | 8,200 | 4,911 | 17,614 | 1,007,319 | |
| External supplies and services | (411,996) | (230,911) | (1,251,897) | (549,416) | |
| Staff costs | 101,842 | (178,333) | (41,202) | (464,892) | |
| Depreciation and amortisation | (587) | (827) | (1,893) | (2,711) | |
| Financial expenses | 1 6 |
(20,461,162) | (11,519,437) | (59,047,728) | (32,211,811) |
| Other expenses | (4,970) | (118,410) | (336,893) | (1,807,689) | |
| Profit/(Loss) before taxation | (7,354,055) | (2,487,677) | 8,651,322 | 364,542,783 | |
| Taxation | 1,833,520 | 1,250,352 | 3,024,789 | 2,598,348 | |
| Profit/(Loss) after taxation | 1 7 |
(5,520,535) | (1,237,325) | 11,676,111 | 367,141,131 |
| Earnings per share | 1 7 |
(0.0061) | (0.0012) | 0.0130 | 0.3671 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
| th Quarter 2011 3 |
th Quarter 2010 3 |
30.September.2011 30.September.2010 | ||
|---|---|---|---|---|
| Net Profit / (Loss) for the period | (5,520,535) | (1,237,325) | 11,676,111 | 367,141,131 |
| Changes in hedge and fair value reserves | 336,183 | 848,635 | 1,854,317 | 1,887,833 |
| Total comprehensive income for the period | (5,184,352) | (388,690) | 13,530,428 | 369,028,964 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| Reserves and retained earnings | |||||||
|---|---|---|---|---|---|---|---|
| Share capital | Legal reserve | Hedging reserve |
Other reserves and retained earnings |
Total reserves and retained earnings |
Net profit/(loss) | Total | |
| Balance as at 1 January 2010 | 1,000,000,000 | 114,000,000 - |
(4,441,225) - |
831,226,646 - |
940,785,421 - |
61,758,365 - |
2,002,543,786 - |
| Total comprehensive income for the period | - - |
- - |
1,887,833 - |
- - |
1,887,833 - |
367,141,131 - |
369,028,964 - |
| Appropriation of profit of 2009: | - | - | - | - | - | - | - |
| Transfer to legal reserves and retained earnings | - | 3,087,918 | - | 58,670,447 | 61,758,365 | (61,758,365) | - |
| Dividends distributed | - | - | - | (70,000,000) | (70,000,000) | - | (70,000,000) |
| Balance as at 30 September 2010 | - 1,000,000,000 |
- 117,087,918 |
- (2,553,392) |
- 819,897,093 |
- 934,431,619 |
- 367,141,131 |
- 2,301,572,750 |
| Balance as at 01 January 2011 | 1,000,000,000 - |
117,087,918 - |
(1,854,317) - |
766,897,093 - |
882,130,694 - |
450,539,262 - |
2,332,669,956 - |
| Total comprehensive income for the period | - - |
- - |
1,854,317 - |
- - |
1,854,317 - |
11,676,111 - |
13,530,428 - |
| Appropriation of profit of 2010: | - | - | - | - | - | - | - |
| Transfer to legal reserves and retained earnings | - | 22,526,963 | - | 428,012,299 | 450,539,262 | (450,539,262) | - |
| Balance as at 30 September 2011 | - 1,000,000,000 |
- 139,614,881 |
- - |
- 1,194,909,392 |
- 1,334,524,273 |
- 11,676,111 |
- 2,346,200,384 |
(Amounts expressed in euro)
The accompanying notes are part of these condensed individual financial statements.
(Translation of the condensed financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| OPERATING ACTIVITIES Net cash flow from operating activities (1) INVESTMENT ACTIVITIES Cash receipts arising from: Investments Tangible and intangible assets Interests and similar income Dividends Others Loans granted Cash payments arising from: Investments Tangible and intangible assets Others Loans granted Net cash used in investment activities (2) FINANCING ACTIVITIES |
(13,775,463) - - 1,502,779 - - 503,844,135 505,346,914 - (218) - (499,200,965) (499,201,183) |
5,471,780 - 160,389 243,658 - - 330,445,368 330,849,415 (497,850) - - (272,596,000) |
4,258,874 91,365,276 - 33,359,651 25,053,099 29,954 1,020,471,539 1,170,279,519 (884,736) (218) (12,807) |
(13,971,112) 1,147,994,417 160,399 46,241,460 10,447,148 - 1,207,955,152 2,412,798,576 (1,128,802,850) (366) |
|---|---|---|---|---|
| - | ||||
| (1,169,261,569) | (1,540,265,296) | |||
| (273,093,850) | (1,170,159,330) | (2,669,068,512) | ||
| 6,145,731 | 57,755,565 | 120,189 | (256,269,936) | |
| Cash receipts arising from: | ||||
| Loans obtained | 1,846,134,669 | 1,791,322,000 | 4,324,978,431 | 5,940,061,131 |
| 1,846,134,669 | 1,791,322,000 | 4,324,978,431 | 5,940,061,131 | |
| Cash payments arising from: | ||||
| Loans obtained | (1,847,473,023) | (1,843,257,667) | (4,389,725,165) | (5,627,586,077) |
| Interests and similar charges | (17,138,744) | (12,720,234) | (56,518,857) | (29,486,353) |
| Dividends | - | - | (68) | (70,000,000) |
| (1,864,611,767) | (1,855,977,901) | (4,446,244,090) | (5,727,072,430) | |
| Net cash used in financing activities (3) | (18,477,098) | 64,655,901 | (121,265,659) | 212,988,701 |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | (26,106,830) | (1,428,556) | (116,886,596) | (57,252,347) |
| Cash and cash equivalents at the beginning of the period | 36,641,788 | (4,312,128) | 127,421,554 | 51,511,663 |
| Cash and cash equivalents at the end of the period 8 |
10,534,958 | (5,740,684) | 10,534,958 | (5,740,684) |
| The accompanying notes are part of these condensed individual financial statements. | The Board of Directors |
(Translation of the condensed individual financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails)
SONAE Investimentos, SGPS, SA, "the Company" or "Sonae Investimentos", is a Portuguese corporation, whose head office is in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Matosinhos, Portugal.
Its main activity is the management of investments (Note 4).
Interim Financial Statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those described in the file of the annual financial statements for the year ended 31 December 2010.
As at 30 September 2011 and 31 December 2010, the detail of investments is as follows:
| 30.September.2011 | 31.December.2010 | |||
|---|---|---|---|---|
| Company | % held | Final balance | % held | Final balance |
| Azulino - Imobiliária, SA | 100.00% | 498,025 | 100.00% | 498,025 |
| Bertimóvel - Sociedade Imobiliária, SA | 100.00% | 1,965,000 | 100.00% | 1,845,000 |
| Canasta - Empreendimentos Imobiliários, SA | 100.00% | 1,669,375 | 100.00% | 1,669,375 |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | 100.00% | 2,244,591 | 100.00% | 2,244,591 |
| Citorres - Sociedade Imobiliária, SA | 100.00% | 477,848 | 100.00% | 477,848 |
| Contimobe - Imobiliária do Castelo de Paiva, SA | 100.00% | 231,318,722 | 100.00% | 231,318,722 |
| Cumulativa - Sociedade Imobiliária, SA | 100.00% | 2,355,191 | 100.00% | 2,315,191 |
| Fozimo - Sociedade Imobiliária, SA | 100.00% | 24,940 | 100.00% | 24,940 |
| Fozmassimo - Sociedade Imobiliária, SA | 100.00% | 6,264,902 | 100.00% | 6,264,902 |
| Fundo de Investimento Imobiliário Fechado Imosede | 54.55% | 64,415,021 | 54.55% | 64,415,021 |
| Fundo de Investimento Imobiliário Imosonae Dois | 100.00% | 144,370,630 | 100.00% | 158,410,389 |
| Igimo - Sociedade Imobiliária, SA | 100.00% | 220,000 | 100.00% | 220,000 |
| Iginha - Sociedade Imobiliária, SA | 100.00% | 1,359,000 | 100.00% | 1,259,000 |
| Imoconti - Sociedade Imobiliária, SA | 100.00% | 380,000 | 100.00% | 380,000 |
| Imoestrutura - Sociedade Imobiliária,SA | 100.00% | 24,940 | 100.00% | 24,940 |
| Imomuro - Sociedade Imobiliária, SA | 100.00% | 874,940 | 100.00% | 799,940 |
| Imoresultado - Sociedade Imobiliária, SA | 100.00% | 109,736 | 100.00% | 109,736 |
| Imosistema - Sociedade Imobiliária, SA | 100.00% | 280,000 | 100.00% | 280,000 |
| MDS, SGPS, SA | 46.92% | 51,000,000 | 46.92% | 51,000,000 |
| MJLF - Empreendimentos Imobiliários, SA | 100.00% | 1,809,397 | 100.00% | 1,809,397 |
| Modelo - Distribuição de Materiais de Construção, SA | 50.00% | 9,790,614 | 50.00% | 9,790,614 |
| Modelo Hiper Imobiliária, SA | 100.00% | 10,655,164 | 100.00% | 10,655,164 |
| Modelo.Com - Vendas por Correspondência, SA | 100.00% | 12,637,016 | 100.00% | 12,637,016 |
| Mundo Vip - Operadores Turísticos, SA | 33.34% | 1,101,337 | 33.34% | 1,101,337 |
| Predicomercial - Promoção Imobiliária, SA | 100.00% | 6,372,293 | 100.00% | 6,372,293 |
| Raso, SGPS, SA | 50.00% | 24,500,000 | 50.00% | 24,500,000 |
| Selifa - Sociedade de Empreendimentos Imobililiários, SA | 100.00% | 1,513,379 | 100.00% | 1,513,379 |
| Sempre à Mão - Sociedade Imobiliária, SA | 100.00% | 1,855,558 | 100.00% | 1,530,558 |
| Sesagest - Projectos e Gestão Imobiliária, SA | 100.00% | 36,677,088 | 100.00% | 36,677,088 |
| Socijofra - Sociedade Imobiliária, SA | 100.00% | 550,000 | 100.00% | 550,000 |
| Sociloures - Sociedade Imobiliária, SA | 100.00% | 10,000,000 | 100.00% | 10,000,000 |
| Soflorin, BV | 100.00% | 257,309,037 | 100.00% | 257,309,037 |
| Sonae - Specialized Retail, SGPS, SA | 100.00% | 1,050,000,000 | 100.00% | 1,050,000,000 |
| Sonae Capital Brasil, SA | 37.00% | 19,600,307 | 37.00% | 23,334,858 |
| Sonae Center Serviços II, SA | 100.00% | 58,032,319 | 100.00% | 58,032,319 |
| Sonae MC - Modelo Continente, SGPS, SA | 100.00% | 600,000,000 | 100.00% | 600,000,000 |
| Sonaegest - Soc. Gest. de Fundos de Investimentos, SA | 40.00% | 384,351 | 20.00% | 159,615 |
| Sonaerp - Retail Properties, SA | 100.00% | 114,495,350 | 100.00% | 114,495,350 |
| Sondis Imobiliária, SA | 100.00% | 474,940 | 100.00% | 474,940 |
| Sonvecap, BV | 100.00% | 3,000,000 | 100.00% | 3,000,000 |
| Tlantic Portugal - Sistemas de Informação, SA | 100.00% | 743,316 | 100.00% | 743,316 |
| Valor N, SA | 100.00% | 2,087,315 | 100.00% | 2,087,315 |
| Total | 2,733,441,641 | 2,750,331,214 | ||
| Impairment | (38,088,497) | (38,088,497) | ||
| Total | 2,695,353,144 | 2,712,242,717 |
Deferred tax assets and liabilities as of 30 September 2011 and 31 December 2010, taking into consideration the temporary differences that generated them, can be detailed as follows:
| 30.September.2011 | 31.December.2010 | |
|---|---|---|
| Derivatives | - | 668,565 |
| Fiscal losses carried forw ard |
2,946,682 | - |
| Others | 54,365 | 70,142 |
| 3,001,047 | 738,707 | |
| Liabilities | ||
| 30.September.2011 | 31.December.2010 | |
| Differences betw een amortisations for accounting and tax purposes |
920 | 1,403 |
| 920 | 1,403 |
As at 30 September 2011 and 31 December 2010 other non-current assets are detailed as follows (Note 19):
| 30.September.2011 | 31.December.2010 | |
|---|---|---|
| Loans granted | 1,252,302,122 | 1,256,170,741 |
| Other debtors | 2,244,867 | 2,185,312 |
| 1,254,546,989 | 1,258,356,053 |
These loans bear interests at usual market rates and do not have a defined maturity.
As at 30 September 2011 and 31 December 2010 trade account receivables and other current assets are detailed as follows:
| 30.September.2011 | 31.December.2010 | |
|---|---|---|
| Trade accounts receivable | 344,859 | 1,834,227 |
| Group companies | 433,383,496 | 372,887,473 |
| Other debtors | 5,323,663 | 75,902,853 |
| Tax recoverable | 23,730,130 | 661,990 |
| Other current assets | 34,263,552 | 3,793,825 |
| 497,045,700 | 455,080,368 |
The caption group companies includes: (i) the amount of 418,306,000 euro (304,032,000 euro in 31 December 2010) related to short term loans to group companies (Note 19); (ii) the amount of 15,077,496 euro (42,406,410 euro in 31 December 2010) related to income tax calculated by the group companies taxed in accordance with the Special Regime for Taxing Group of Companies.
The caption other debtors includes the amount of 4,778,747 euro (5,113,681 euro as at 31 December 2010), related to tax claims of tax assessments paid to tax authorities. No provision or impairment was recorded in order to face possible losses as it is understood by the Board of Directors that the outcome of these claims will be favourable to the Company.
The caption other current assets includes mainly receivables relating to interest, from loans granted to group companies.
As at 30 September 2011 and 31 December 2010 cash and cash equivalents are detailed as follows:
| 30.September.2011 | 31.December.2010 | |
|---|---|---|
| Cash | 550 | 550 |
| Bank deposits | 21,128,980 | 127,421,004 |
| Cash and cash equivalents on the balance sheet | 21,129,530 | 127,421,554 |
| Bank overdrafts (Note 10) | (10,594,572) | - |
| Cash and cash equivalents on the cash flow s statement |
10,534,958 | 127,421,554 |
As at 30 September 2011 and 31 December 2010, the share capital, which is fully subscribed and paid for, is made up of 1,000,000,000 ordinary shares with a nominal value of 1 euro each.
As at 30 September 2011 and 31 December 2010, the share capital was held as follows:
| 30.September.2011 | 31.December.2010 | |
|---|---|---|
| Sonae, SGPS, SA | 76.86% | 76.86% |
| Sonae Investments, BV | 13.14% | 13.14% |
| Sonae - Specialized Retail, SGPS, SA | 10.00% | 10.00% |
During the period, ended 31 December 2010 a subsidiary company (Sonae – Specialized Retail, SGPS, SA) acquired 100,000,000 shares of Sonae Investimentos. These shares are considered as treasury shares under the Commercial Companies Code, reason why the underlying rights to these shares are suspended.
As at 30 September 2011 and 31 December 2010 loans are made up as follows:
| 30.September.2011 | 31.December.2010 | |
|---|---|---|
| Nominal value of bond loans | 536,000,000 | 902,000,000 |
| Up-front fees not yet charged to income statement | (1,830,744) | (2,662,489) |
| Bond loans | 534,169,256 | 899,337,511 |
| Commercial paper | 425,000,000 | 292,000,000 |
| Other bank loans | 8,333,334 | 11,666,665 |
| Up-front fees not yet charged to income statement | (44,087) | (67,409) |
| Bank loans | 433,289,247 | 303,599,256 |
| Non-current loans | 967,458,503 | 1,202,936,767 |
| Nominal value of bond loans | 366,000,000 | 90,000,000 |
| Up-front fees not yet charged to income statement | (198,230) | (445,382) |
| Bond loans | 365,801,770 | 89,554,618 |
| Commercial paper | 5,000,000 | - |
| Other bank loans | 3,333,332 | 3,333,334 |
| Up-front fees not yet charged to income statement | (7,667) | (7,667) |
| Bank overdrafts (Note 8) | 10,594,572 | - |
| Bank loans | 18,920,237 | 3,325,667 |
| Current loans | 384,722,007 | 92,880,285 |
Bonds Sonae Distribuição 2007/2015 amounting to 200,000,000 euro, repayable after 8 years, in one installment, on 10 August 2015. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 10th , 12 th and 14th coupons.
Bonds Sonae Distribuição September 2007/2015 amounting to 310,000,000 euro, repayable in two installments of 50% each, on 10 September 2013 and 10 September 2015. Interest rate is variable, indexed to Euribor 6 months, with interest paid halfyearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 10th , 11 th , 12 th , 13 th , 14 th and 15th coupons.
Bonds Sonae Distribuição 2009/2014 amounting to 50,000,000 euro, repayable in 6 half yearly successive according to the redemption plan as follows: i) 8,000,000 euro, on the 5th, 6th , 7 th, 8th and 9th interest payment date; ii) 10,000,000 euro, on the 10th interest payment date. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly.
The amount of 425,000,000 under the caption commercial paper corresponds to a commercial paper issuance program with placement guarantee which has the following maturities: 100,000,000 euro in 5.2 years and 325,000,000 euro in 3.2 years.
Bonds Sonae Distribuição 2009 / 2014 - 16,000,000 euro - amount to be reimbursed on the 6th, 7th interest payment dates on 18 March 2012 and 18 September 2012 - in accordance with contractual conditions.On 18 September 2011 was repaid in the amount 8,000,000 euro, in accordance with contractual conditions.
Bonds Modelo Continente 2007/2012 amounting to 200,000,000 euro, repayable after 5 years, in one installment, on 30 April 2012. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly.
Bonds Modelo Continente 2005/2012 amounting to 150,000,000 euro, repayable after 7 years, in one installment, on 2 August 2012. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 10th , 11 th , 12 th and 13th coupons.
On June 29, 2011 the company reacquired all its "Modelo Continente 2003" bonds amounting 82,000,000 euro, and subsequently extinguished the bond loan, in accordance with applicable law.
Interest rate as at 30 September 2011 of the bonds and bank loan was, in average, 2.11% (1.83% as at 31 December 2010).
As at 30 September 2011 this caption includes a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos at market conditions. This loan was fully subscribed and paid for Sonae SGPS, SA on 28 December 2010 amounting to 400,000,000 euro, relating 8,000 bonds with nominal value of 50,000 euro each.
As at 30 September 2011 and 31 December 2010, this heading is made up as follows:
| 30.September.2011 | 31.December.2010 | |
|---|---|---|
| Trade accounts payable | 21,558 | 126,157 |
| Group companies | 350,864,003 | 488,472,236 |
| Other accounts payable | 6,121 | 49,548 |
| Tax and contributions payable | 3,708,602 | 18,082,675 |
| Derivatives | - | 4,367,099 |
| Other current liabilities | 17,971,340 | 13,803,831 |
| 372,571,624 | 524,901,546 | |
The caption group companies includes: (i) 330,315,600 euro (481,511,000 euro on 31 December 2010) related to short term loans of the group companies (Note 19); (ii) the amount 12,128,855 euro (6,728,106 euro on 31 December 2010) related to income tax calculated by the group companies taxed in accordance with the Special Regime for Taxing Group of Companies; (iii) the amount 233,130 euro (same amount as at 31 December 2010) related to the request for reimbursement claim of the 2003 special payment on account of income tax paid by the companies taxed according with the Special Regime for Taxing Groups of Companies; (iv) the amount 8,186,418 euro related to tax reimbursement from previous years in accordance with the Special Regime for Taxing Group of Companies.
The caption other current liabilities includes mainly accrued interests not yet due relating to loans obtained.
As at 30 September 2011 and 31 December 2010, contingent liabilities are detailed as follows:
| 30.September.2011 | 31.December.2010 | ||
|---|---|---|---|
| Guarantees rendered: | |||
| related to tax claims aw aiting outcome |
(a) | 217,414,544 | 166,834,471 |
| related to local and municipal claims aw aiting outcome |
28,938 | 289,380 | |
| others | 10,771,977 | 10,761,324 | |
| Guarantees given in favour of subsidiaries | (b) | 48,033,475 | 47,369,533 |
a) Includes the amount of 215,429,158 euro (164,849,085 euro as at 31 December 2010) related to corporate income tax claims awaiting outcome and the amount of 1,985,386 euro (same amount as at 31 December 2010) relating to stamp duty claims.
b) Guarantees given to Tax Authorities in favour of subsidiaries to suspend claims from tax authorities.
No provision has been recognized for these tax additional assessments, to which some guarantees were made, as the Board of Directors expects their outcome to be favorable to the Company with no additional liability.
Following the disposal of a Brazilian subsidiary company, the group guaranteed to that subsidiary company buyer all the losses it will have as consequence of tax additional assessments as it is described in the Note of Contingent Assets and Liabilities in the Consolidated financial statements.
Balances and transactions with related entities are summarized as follows:
| Balance: | 30.September.2011 | 31.December.2010 |
|---|---|---|
| Parent company | 239,784 | 59,115 |
| Subsidiaries | 45,267,958 | 132,253,215 |
| Jointly controlled companies | 8,921 | 66,585 |
| Associated companies | 2,948,793 | 2,934,930 |
| Other related parties | - | 8,860,483 |
| Accounts receivable | 48,465,456 | 144,174,328 |
| Parent company | 8,487,202 | 428,731 |
| Subsidiaries | 25,158,468 | 12,935,340 |
| Jointly controlled companies | 600 | 600 |
| Associated companies | - | 34,951 |
| Other related parties | - | 872 |
| Accounts payable | 33,646,270 | 13,400,494 |
| Subsidiaries | 1,652,672,433 | 1,536,547,507 |
| Jointly controlled companies | - | 6,100,000 |
| Associated companies | 17,935,689 | 17,555,234 |
| Loans granted | 1,670,608,122 | 1,560,202,741 |
| Parent company | 400,000,000 | 453,000,000 |
| Subsidiaries | 330,315,600 | 428,511,000 |
| Loans obtained | 730,315,600 | 881,511,000 |
| Transactions: | 30.September.2011 | 30.September.2010 |
|---|---|---|
| Subsidiaries | 749,997 | 749,997 |
| Associated companies | 742,763 | 495,050 |
| Services rended | 1,492,760 | 1,245,047 |
| Parent company | 37,500 | - |
| Subsidiaries | - | 7,500 |
| Jointly controlled companies | 302 | - |
| Associated companies | 20,235 | - |
| Other related parties | 1,222 | 10,607 |
| Purchases and services obtained | 59,259 | 18,107 |
| Parent company | 645 | 545 |
| Subsidiaries | 5,126 | 444,227 |
| Other income | 5,771 | 444,772 |
| Parent company | 180,754 | 9,769 |
| Subsidiaries | 34,509,752 | 24,896,884 |
| Jointly controlled companies | 106,550 | 95,565 |
| Associated companies | 738,684 | - |
| Interest income | 35,535,740 | 25,002,218 |
| Parent company | 24,895,115 | 522,223 |
| Subsidiaries | 4,655,577 | 6,153,842 |
| Jointly controlled companies | - | 33 |
| Interest expenses | 29,550,692 | 6,676,098 |
| Subsidiaries | 24,978,000 | 9,550,246 |
| Associated companies | 75,099 | 896,902 |
| Dividend income | 25,053,099 | 10,447,148 |
| Subsidiaries | - | 934,525,000 |
| Investments disposal | - | 934,525,000 |
| Subsidiaries | - | 451,000,000 |
| Other related parties | 224,736 | - |
| Investments acquisition | 224,736 | 451,000,000 |
All Sonae, SGPS, SA and Efanor Investimentos SGPS, SA subsidiaries, associates and joint ventures are considered related parties including the ones of Sonae Indústria, SGPS, SA and of Sonae Capital, SGPS, SA.
In 2011 and 2010 did not occur any transactions including granted loans with the Company's Directors.
As at 30 September 2011 and 31 December 2010 investment income is as follows:
| 30.September.2011 | 30.September.2010 | |
|---|---|---|
| Dividends | 25,053,099 | 10,447,148 |
| Gains on the sale of investments | 5,954,196 | 361,833,645 |
| 31,007,295 | 372,280,793 |
As at 30 September 2011, this caption includes the amount of 35,807,728 euro (25,046,143 euro as at 30 September 2010) related to receivable interests and the amount of 55,147,117 euro (28,092,873 euro as at 30 September 2010) related to payable interests.
Earnings per share for the period were calculated taking into consideration the following amounts:
| 30.September.2011 | 30.September.2010 | |
|---|---|---|
| Net Profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit foor the period) |
11,676,111 | 367,141,131 |
| Net profit taken into consideration to calculate diluted earnings per share |
11,676,111 | 367,141,131 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings per share |
900,000,000 | 1,000,000,000 |
| Weighted average number of shares used to calculate diluted earnings per share |
900,000,000 | 1,000,000,000 |
| Earnings per share (basic and diluted) | 0.0130 | 0.3671 |
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 21 November 2011.
During the period ended 30 September 2011 shareholders' loan contracts were entered into with the following companies:
Soflorin, B.V.
During the period ended 30 September 2011 short-term loan contracts were entered into with the following companies:
Bom Momento - Comercio Retalhista, SA
Chão Verde - Sociedade de Gestão Imobiliária, SA
Citorres - Sociedade Imobiliária, SA
Imoresultado – Sociedade Imobiliária, SA
Imosistema – Sociedade Imobiliária, SA
MJLF – Empreendimentos Imobiliários, SA
Modelo Continente Hipermercados, SA
Peixes Continente - Indústria e Distribuição de Peixes, SA
Raso, SGPS, SA
Sesagest – Projectos e Gestão Imobiliária, SA
Sonae Center Serviços II, SA
Sonae - Specialized Retail, SGPS, SA
As at 30 September 2011 amounts owed by affiliated undertakings can be summarized as follows:
Non-Current (Note 6) and current (Note 7) granted loans
| Company | 30.September.2011 |
|---|---|
| Azulino - Imobiliária, SA | 4,033,013 |
| Bertimóvel - Sociedade Imobiliária, SA | 17,816,424 |
| Bom Momento - Comercio Retalhista, SA | 263,000 |
| Canasta - Empreendimentos Imobiliários, SA | 2,355,158 |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | 4,759,000 |
| Citorres - Sociedade Imobiliária, SA | 3,370,000 |
| Contimobe - Imobiliária do Castelo de Paiva, SA | 42,866,814 |
| Continente Hipermercados, SA | 78,627,000 |
| Cumulativa - Sociedade Imobiliária, SA | 2,433,000 |
| Edições Book.it, SA | 4,181,000 |
| Farmácia Selecção, SA | 3,373,000 |
| Fozimo – Sociedade Imobiliária, SA | 1,706,252 |
| Igimo – Sociedade Imobiliária, SA | 651,000 |
| Iginha – Sociedade Imobiliária, SA | 11,532,886 |
| Imoconti – Sociedade Imobiliária, SA | 14,177,674 |
| Imoestrutura - Sociedade Imobiliária, SA | 267,078 |
| Imomuro - Sociedade Imobiliária, SA | 4,003,897 |
| Imoresultado – Sociedade Imobiliária, SA | 442,000 |
| Imosistema - Sociedade Imobiliária, SA | 4,036,592 |
| MJLF - Empreendimentos Imobiliários, SA | 3,199,137 |
| Modelo - Distribuição de Materiais de Construção, SA | 18,238,908 |
| Mundo Vip - Operadores Turísticos, SA | 1,000,000 |
| MDS SGPS, SA | 16,935,689 |
| Pharmacontinente - Saúde e Higiene, SA | 7,487,000 |
| Predicomercial - Promoção Imobiliária, SA | 8,082,897 |
| Selifa - Sociedade de Empreendimentos Imobiliários, SA | 3,354,926 |
| Sempre à Mão - Sociedade Imobiliária, SA | 50,300,444 |
| Socijofra - Sociedade Imobiliária, SA | 6,700,758 |
| Sociloures - Sociedade Imobiliária, SA | 23,856,726 |
| Soflorin, BV | 330,034,651 |
| Sonae Center Serviços II, SA | 10,797,000 |
| Sonae MC - Modelo Continente, SGPS, SA | 785,676,000 |
| Sonaerp - Retail Properties, SA | 185,067,931 |
| Sondis Imobiliária, SA | 15,141,265 |
| Tlantic Portugal - Sistemas de Informação, SA | 180,000 |
| Valor N, SA | 3,660,000 |
| 1,670,608,122 |
As at 30 September 2011 amounts owed to affiliated undertakings can be summarized as follows:
Current obtained loans (Note 12)
| Company | 30.September.2011 |
|---|---|
| BB Food Service, SA | 7,658,000 |
| Carnes Continente - Indústria e Distribuição de Carnes, SA | 525,000 |
| Continente Hipermercados, S.A. | 30,647,600 |
| Contibomba - Comércio e Distribuição de Combustíveis, SA | 422,000 |
| Estevão Neves - Hipermercados da Madeira, SA | 8,023,000 |
| Fozmassimo - Sociedade Imobliária, SA | 707,000 |
| Modelo Continente Hipermercados, SA | 116,812,000 |
| Modelo Hiper - Imobiliária, SA | 2,901,000 |
| Modelo.Com - Vendas por Correspondência, SA | 8,499,000 |
| Pharmaconcept - Actividades em Saúde, SA | 3,000 |
| Peixes Continente - Indústria e Distribuição de Peixes, SA | 1,356,000 |
| Sesagest - Projectos e Gestão Imobiliária, SA | 15,544,000 |
| Sonae - Specialized Retail, SGPS, SA | 136,153,000 |
| Todos os Dias - Comércio Ret. e Expl. de Centros Comerciais, SA | 1,065,000 |
| 330,315,600 |
The Board of Directors
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Nuno Manuel Moniz Trigoso Jordão
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