Quarterly Report • Nov 30, 2010
Quarterly Report
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Porto Commercial Registry and Fiscal Number 501 532 927
REPORT AND ACCOUNTS
30 September 2010
In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae Distribuição - S.G.P.S., S.A. for the first nine months of 2010.
During the course of the nine months of 2010, the consolidated turnover of Sonae Investimentos totalled 3.455 million Euro, which corresponds to an increase of 7% compared to the same period in the previous year. Of the overall amount realised in the period, circa 75 million Euro corresponds to petrol sales.
In the same period, the Company´s operating cash-flow (EBITDA) reached 264 million Euro. This figure represents an increase of 49 million Euro in relation to the same period in 2009, or +23%, and reflects the strengthening of 1 percentage points in the operating profitability margin of the Company to 7,6%.
In terms of operating results (EBIT), the consolidated figure reached 146 million Euro in the period, which represents an increase of 34 million Euro compared to the first nine months of 2009.
During this period, Sonae Investimentos consolidated net result totalled 92 million Euro, 27 million Euro above the total realised in the same period of 2009. The Company´s good performance once again confirms the progresses that were attained and the value of the defined strategy.
At the end of September, Sonae Investimentos detained an overall portfolio of 970 stores, corresponding to a sales area of 931.000 m2. At this time, the Company´s store portfolio in Spain consisted of 61 units with 84.000 m2 worth of sales area – corresponding to almost 10% of the overall referential.
During the first nine months of 2010, the Company strengthened its presence in Portugal opening 34 units representing an additional 12.000 m2 of sales area. In the Spanish market, the Company continued its strong pace of store openings, having inaugurated an additional 28.000 m2 worth of sales area, corresponding to an increase of circa 50% compared to the referential of December 2009, divided amongst 23 new units.
The effort to modernise the existing store portfolio was not neglected, and in parallel the effort to develop the business support infrastructure was continued, with particular highlight to what concerns the logistics infrastructure. On the whole, during the first nine months of the year, the Company invested a total of circa 136 million Euro.
On 30th September 2010, Sonae Investimentos consolidated net debt totalled 1.394 million Euro. This figure, which represents a decrease compared to the 1.539 million Euro reported at the end of the same period of 2009, is directly impacted by the capacity to generate cash-flow witnessed in the first half of the year, in addition to the completion of the aforementioned investments.
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.
Matosinhos, 15 November 2010
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 + gains or losses relative to investments + other income – negative consolidation differences– reversal of losses by impairment – operating costs
consolidated net profit for the period – income tax + profits/losses of associated companies – net financial expenses.
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 consolidation differences. 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 + borrowings from participating and/or participated companies – borrowings to participating and/or participated companies
ratio between net financial debt and the company´s shareholder´s 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 discrepancies the Portuguese version prevails.)
(Amounts expressed in euro)
| Notes | 30 September 2010 | 30 September 2009 | 31 December 2009 | |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 9 | 2,160,745,520 | 2,185,484,661 | 2,198,493,423 |
| Intangible assets | 10 | 152,489,471 | 161,368,151 | 162,320,303 |
| Goodwill | 11 | 520,275,996 | 519,741,426 | 519,885,038 |
| Investments in Associates | 6 | 1,688,733 | 2,081,100 | 2,376,473 |
| Other investments | 7 | 763,618 | 774,777 | 763,866 |
| Deferred tax assets | 15 | 105,205,701 | 80,103,844 | 90,471,037 |
| Other non-current assets | 13 | 16,502,628 | 3,140,614 | 4,336,556 |
| Total Non-Current Assets | 2,957,671,667 | 2,952,694,573 | 2,978,646,696 | |
| CURRENT ASSETS: | ||||
| Inventories | 611,891,426 | 586,537,467 | 588,968,421 | |
| Trade account receivable and other current assets | 14 | 221,880,374 | 241,491,741 | 226,094,606 |
| Investments | 12 | 48,578,967 | 56,343,697 | 57,659,791 |
| Cash and cash equivalents | 16 | 60,706,456 | 44,003,855 | 111,407,067 |
| Total Current Assets | 943,057,223 | 928,376,760 | 984,129,885 | |
| TOTAL ASSETS | 3,900,728,890 | 3,881,071,333 | 3,962,776,581 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 17 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Reserves and retained earnings | (99,655,725) | (166,435,338) | (165,954,941) | |
| Profit/(Loss) for the period attributable to the equity holders of the parent company | 91,605,489 | 65,601,725 | 138,171,091 | |
| Equity attributable to the equity holders of the parent company | 991,949,764 | 899,166,387 | 972,216,150 | |
| Equity attributable to non-controlling interests | 74,766,887 | 74,919,378 | 74,344,125 | |
| TOTAL EQUITY | 1,066,716,651 | 974,085,765 | 1,046,560,275 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 18 | 1,452,917,523 | 1,478,679,529 | 1,282,197,164 |
| Other non-current liabilities | 20 | 24,731,310 | 15,700,250 | 16,222,928 |
| Deferred tax liabilities | 15 | 106,947,127 | 90,658,600 | 96,744,418 |
| Provisions | 23 | 13,850,935 | 11,505,205 | 9,263,092 |
| Total Non-Current Liabilities | 1,598,446,895 | 1,596,543,584 | 1,404,427,602 | |
| CURRENT LIABILITIES: | ||||
| Loans | 18 | 29,062,082 | 120,875,106 | 103,930,898 |
| Trade creditors and other current liabilities | 22 | 1,204,593,472 | 1,187,897,990 | 1,405,368,923 |
| Provisions | 23 | 1,909,790 | 1,668,888 | 2,488,883 |
| Total Current Liabilities | 1,235,565,344 | 1,310,441,984 | 1,511,788,704 | |
| TOTAL LIABILITIES | 2,834,012,239 | 2,906,985,568 | 2,916,216,306 | |
| TOTAL EQUITY AND LIABILITIES | 3,900,728,890 | 3,881,071,333 | 3,962,776,581 | |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancies the Portuguese version prevails.)
| Notes | 3rd Quarter 2010 | 3rd Quarter 2009 | 30 September 2010 30 September 2009 | ||
|---|---|---|---|---|---|
| Sales | 1,189,025,563 | 1,144,931,755 | 3,349,936,066 | 3,135,054,810 | |
| Services rendered | 40,335,203 | 35,608,689 | 105,238,808 | 93,403,670 | |
| Investment income | 8 | 226 | (26,000) | 6,038,248 | 1,654,051 |
| Financial income | 738,899 | 3,445,537 | 1,620,167 | 6,460,833 | |
| Other income | 95,074,343 | 77,189,128 | 301,599,878 | 282,888,606 | |
| Cost of goods sold and materials consumed | (902,875,210) | (887,788,727) | (2,588,038,375) | (2,456,932,779) | |
| Changes in stocks of finished goods and work in progress | (176,378) | - | 120,119 | - | |
| External supplies and services | (155,711,562) | (145,325,768) | (444,060,218) | (416,669,924) | |
| Staff costs | (128,148,760) | (122,530,366) | (395,782,568) | (372,438,081) | |
| Depreciation and amortisation | 9 e 10 | (39,538,871) | (36,077,651) | (116,985,634) | (101,596,843) |
| Provisions and impairment losses | 23 | (1,630,692) | (1,057,271) | (8,420,145) | (3,417,219) |
| Financial expense | (10,994,061) | (11,630,991) | (34,688,344) | (46,581,283) | |
| Other expenses | (26,481,661) | (13,289,956) | (64,860,731) | (48,822,393) | |
| Share of results of associated undertakings | 6 | 44,773 | 282,198 | 435,243 | (948,046) |
| Profit/(Loss) before taxation | 59,661,812 | 43,730,577 | 112,152,514 | 72,055,402 | |
| Taxation | 26 | (8,961,506) | (6,527,155) | (19,958,640) | (7,173,185) |
| Profit/(Loss) after taxation | 50,700,306 | 37,203,422 | 92,193,874 | 64,882,217 | |
| Attributable to: | |||||
| Equity holders of the parent company | 50,459,676 | 37,089,522 | 91,605,489 | 65,601,725 | |
| Non-controlling interests | 240,630 | 113,900 | 588,385 | (719,508) | |
| Profit/(Loss) per share | |||||
| Basic | 27 | 0.050460 | 0.037090 | 0.091605 | 0.065602 |
| Diluted | 27 | 0.050460 | 0.037090 | 0.091605 | 0.065602 |
The accompanying notes are part of these condensed consolidated financial statements.
(Translation of condensed consolidated financial statements originally issued in Portuguese.
In case of discrepancies the Portuguese version prevails.)
(Amounts expressed in euro)
| 3rd Quarter 2010 | 3rd Quarter 2009 | 30 September 2010 30 September 2009 | ||
|---|---|---|---|---|
| Net Profit / (Loss) for the period | 50,700,306 | 37,203,422 | 92,193,874 | 64,882,217 |
| Exchange differences arising on translation of foreign operations | (67,249) | 60,193 | 254,340 | 172,212 |
| Changes in hedge and fair value reserves | (2,794,497) | 152,242 | (1,380,623) | (2,680,505) |
| Deferred tax related to changes in fair value reserves | (305,971) | (40,345) | (680,647) | 981,953 |
| Other comprehensive income for the period | (3,167,717) | 172,090 | (1,806,930) | (1,526,340) |
| Total comprehensive income for the period | 47,532,589 | 37,375,512 | 90,386,944 | 63,355,877 |
| Attributable to: | ||||
| Equity holders of the parent company | 47,362,194 | 37,261,612 | 89,868,794 | 64,075,385 |
| Non-controlling interests | 170,395 | 113,900 | 518,150 | (719,508) |
The accompanying notes are part of these condensed consolidated financial statements.
In case of discrepancies the Portuguese version prevails.)
(Amounts expressed in euro)
| Attributable to Equity Holders of the Parent Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Reserves and Retained Earnings | |||||||||||
| Share | Legal | Currency Translation |
Hedging | Other Reserves and Retained |
Total | Net | Total | Non-controlling Interests |
Total Equity |
||
| Notes | Capital | Reserve | Reserve | Reserve | Earnings | Profit/(Loss) | |||||
| Balance as at 1 January 2009 | 1,000,000,000 | 99,300,000 | 3,666 | (3,316,342) | (346,889,834) | (250,902,510) | 170,993,512 | 920,091,002 | 11,201,548 | 931,292,550 | |
| Total comprehensive income for the period | - | - | 172,212 | (1,698,552) | - | (1,526,340) | 65,601,725 | 64,075,385 | (719,508) | 63,355,877 | |
| Appropriation of profit of 2008: | |||||||||||
| Transfer to legal reserves and retained earnings | 28 | - | 14,700,000 | - | - | 156,293,512 | 170,993,512 | (170,993,512) | - | - | - |
| Dividends distributed | 28 | - | - | - | - | (85,000,000) | (85,000,000) | - | (85,000,000) | (4,169) | (85,004,169) |
| Aquisitions of shares of affiliated undertakings | - | - | - | - | - | - | - | - | 63,441,507 | 63,441,507 | |
| Others | - | - | - | - | - | - | - | - | 1,000,000 | 1,000,000 | |
| Balance as at 30 September 2009 | 1,000,000,000 | 114,000,000 | 175,878 | (5,014,894) | (275,596,322) | (166,435,338) | 65,601,725 | 899,166,387 | 74,919,378 | 974,085,765 | |
| 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 comprehensive 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 | 28 | - | 3,087,918 | - | - | 135,083,173 | 138,171,091 | (138,171,091) | - | - | - |
| Dividends distributed | 28 | - | - | - | - | (70,000,000) | (70,000,000) | - | (70,000,000) | - | (70,000,000) |
| Aquisitions of shares of affiliated undertakings | - | - | - | - | (74,567) | (74,567) | - | (74,567) | (95,388) | (169,955) | |
| Others | - | - | - | - | (60,613) | (60,613) | - | (60,613) | - | (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 | |
The accompanying notes are part of these condensed consolidated financial statements.
| Notes | 3rd Quarter 2010 | 3rd Quarter 2009 | 30 September 2010 | 30 September 2009 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| Net cash flow from operating activities (1) | 95,579,482 | 110,444,876 | 34,418,430 | 120,295,684 | |
| INVESTMENT ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Investments | 38,288 | 3,406,851 | 33,397,875 | 4,406,851 | |
| Tangible and intangible assets | 26,047,140 | 2,693,653 | 43,150,264 | 6,450,326 | |
| Interest and similar income | 283,109 | 615,376 | 783,652 | 4,174,736 | |
| Loans granted | 58,275,000 | 1,954,186 | 60,940,000 | 4,223,500 | |
| Dividends | 28 | 225 | 261,660 | 1,333,374 | 461,660 |
| Others | - | - | 9,800,158 | - | |
| 84,643,762 | 8,931,726 | 149,405,323 | 19,717,073 | ||
| Cash Payments arising from: | |||||
| Investments | - | (2,887,702) | (3,480,116) | (18,517,338) | |
| Tangible and intangible assets | (48,585,818) | (104,926,158) | (174,427,779) | (276,287,661) | |
| Loans granted | (58,275,000) | (2,644,000) | (59,940,000) | (2,644,000) | |
| Others | - | (302) | - | (1,728) | |
| (106,860,818) | (110,458,162) | (237,847,895) | (297,450,727) | ||
| Net cash used in investment activities (2) | (22,217,056) | (101,526,436) | (88,442,572) | (277,733,654) | |
| FINANCING ACTIVITIES | |||||
| Cash receipts arising from: | |||||
| Loans obtained | 1,193,338,000 | 2,927,048,162 | 4,365,303,750 | 8,315,273,000 | |
| Cover of accumulated losses | - | 1,000,000 | - | 1,000,000 | |
| 1,193,338,000 | 2,928,048,162 | 4,365,303,750 | 8,316,273,000 | ||
| Cash Payments arising from: | |||||
| Loans obtained | (1,239,661,781) | (2,957,880,948) | (4,250,687,562) | (8,099,832,161) | |
| Interest and similar charges | (14,856,898) | (18,193,891) | (33,045,887) | (61,861,655) | |
| Dividends | - | - | (70,000,000) | (85,004,170) | |
| Others | (69,676) | (104,522) | (277,613) | (318,152) | |
| (1,254,588,355) | (2,976,179,361) | (4,354,011,062) | (8,247,016,138) | ||
| Net cash used in financing activities (3) | (61,250,355) | (48,131,199) | 11,292,688 | 69,256,862 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 12,112,071 | (39,212,759) | (42,731,454) | (88,181,108) | |
| Effect of foreign exchange rate | (3,443) | (77,499) | (105,849) | (219,656) | |
| Cash and cash equivalents at the beginning of the period | 16 | 33,600,663 | 43,043,867 | 88,341,782 | 91,870,059 |
| Cash and cash equivalents at the end of the period | 16 | 45,716,177 | 3,908,607 | 45,716,177 | 3,908,607 |
The accompanying notes are part of these condensed consolidated financial statements.
(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 29th note.
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 2009, with the exception of those described in Note 3.
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 during the financial year 2010 as disclosed in the financial statements presented for the period ended as at 31 December 2009 and which, except as described below, didn't have any significant impacts on the financial statements as at 30 September 2010.
During the period it has been adopted for the first time the revised version of IFRS 3 – Business combinations (revised 2008) and IAS 27 – Consolidated and separate financial statements (revised 2008).
These changes brought some modifications in the accounting policies of recording business combinations, in particular:
The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 September 2010 and 31 December 2009 are as follows:
| Percentage of capital held | ||||||
|---|---|---|---|---|---|---|
| 30.September.2010 | 31.December.2009 | |||||
| COMPANY | Head Office | Direct | Total | Direct | Total | |
| Sonae Investimentos- SGPS, S.A. | Matosinhos | HOLDING | HOLDING | HOLDING | HOLDING | |
| 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% | |
|---|---|---|---|---|---|---|---|
| Best Offer - Prestação de Informações por Internet, SA |
a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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% | |
| 2) | Difusão - Sociedade Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Edições Book.it, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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% | |
| 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% | |
| Global S - Hipermercado, Lda | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Good and Cheap - Comércio Retalhista, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| 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% |
| Inventory - Acessórios de Casa, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| 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% |
| MC - SGPS, SA | a) | Matosinhos | 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 Seguros - Sociedade Mediação, SA |
a) | Porto | 75.00% | 75.00% | 75.00% | 75.00% |
| Modelo Hiper Imobiliária, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Hipermercados Trading, SA | a) | Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo.com - Vendas p/Correspond., SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| NA - Comércio de Artigos de Desporto, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| 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) | Amsterdam (The Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| 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% |
| Sonaecenter Serviços II, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| 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% |
| Sontária - Empreendimentos Imobiliários, SA | a) | Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonvecap, BV | a) | Amsterdam (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% |
| 1) Sport Zone Canarias, SL | a) | Tenerife (Spain) | 51,00% | 51,00% | - | - |
| Têxtil do Marco, SA | a) | Marco de Canaveses |
90.37% | 90.37% | 80.37% | 80.37% |
| 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% |
|---|---|---|---|---|---|---|
| Well W - Electrodomésticos e Equipamentos, SA |
a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| 1) Worten Canarias, S.L. | a) | Tenerife (Spain) | 100.00% | 100.00% | - | - |
| Worten - Equipamento para o Lar, SA | a) | Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Worten España Distribución, S.L. | a) | Madrid (Spain) | 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% |
a) Control held by majority of voting rights;
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 2010 and 31 December 2009 are as follows:
| Percentage of capital held | ||||||
|---|---|---|---|---|---|---|
| 30.September.2010 | 31.December.2009 | |||||
| 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.2010 | 31.December.2009 | |
|---|---|---|
| Non-current assets | 35,438,341 | 35,087,564 |
| Current assets | 32,441,693 | 30,936,870 |
| Non-current liabilities | 3,542,715 | 3,577,682 |
| Current liabilities | 37,556,034 | 35,666,824 |
| 30.September.2010 | 30.September.2009 | |
| Income | 81,186,971 | 77,351,443 |
| Expenses | 81,703,245 | 78,824,883 |
Associated companies, their head offices, the percentage of share capital held and their balance as at 30 September 2010 and 31 December 2009 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30.September.2010 | 31.December.2009 | Book value | |||||
| COMPANY | Head Office | Direct | Total | Direct | Total | 30.September.2010 | 31.December.2009 |
| Sonaegest - Soc. Gestora de Fundos de Investimento, SA Sempre a Postos - Produtos Alimentares e Utilidades, Lda |
Maia Lisbon |
40.00% 25.00% |
40.00% 25.00% |
40.00% 25.00% |
40.00% 25.00% |
506,375 1,182,358 |
824,888 1,551,585 |
| Total | 1,688,733 | 2,376,473 |
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.2010 | 31.December.2009 | |
|---|---|---|
| Total Assets | 14,918,064 | 18,725,950 |
| Total Liabilities | 8,922,695 | 10,446,448 |
| 30.September.2010 | 30.September.2009 | |
| Income | 32,963,584 | 52,747,216 |
| Expenses | 31,434,030 | 50,898,651 |
During the periods ended 30 September 2010 and 2009, movements in investments in associated companies, are made up as follows:
| 30.September.2010 | 30.September.2009 | |
|---|---|---|
| Investments in associated companies | ||
| Balance as at 1 January | 2,376,473 | 64,671,483 |
| Change of consolidation method | - | (61,380,677) |
| Equity method | ||
| Effect in net income | 435,243 | (948,046) |
| Dividends | (1,122,983) | (261,660) |
| 1,688,733 | 2,081,100 |
The amount disclosed above related with the change of consolidation method corresponds, in 2009, to the acquisition of Fundo de Imobiliário Fechado Imosede. This company consolidates in Sonae Investimentos since the 1st Half of 2009, using the full consolidation method.
Other non-current investments, their head offices, proportion of capital held and value of the balance sheet as at 30 September 2010 and 31 December 2009 are as follows:
| Percentage of capital held | |||||||
|---|---|---|---|---|---|---|---|
| 30.September.2010 | 31.December.2009 | Book value | |||||
| COMPANY | Head Office | Direct | Total | Direct | Total | 30.September.2010 | 31.December.2009 |
| Dispar - Distrib. de Participações, SGPS, SA Lisbon | 7.14% | 7.14% | 7.14% | 7.14% | 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 | 5,445 | 5,693 | |||||
| 763,618 | 763,866 |
During the periods ended as at 30 September 2010 and 2009, movements in other non-current investments, are made up as follows:
| 30.September.2010 | 30.September.2009 | |
|---|---|---|
| Investments in other companies | ||
| Opening balance as at 1 January | 841,053 | 787,936 |
| Disposals in the period | (36,953) | - |
| Transfers | - | - |
| Closing balance as at 30 September | 804,100 | 787,936 |
| Accumulated impairment losses (Note 23) | (40,482) | (13,159) |
| 763,618 | 774,777 | |
| Financial investments advance: | ||
| Opening balance as at 1 January | - | 1,584,193 |
| Transfers | - | (1,584,193) |
| Closing balance as at 30 September | - | - |
| 763,618 | 774,777 |
The value of investments in other companies corresponds mainly to investments in unlisted companies and whose fair value was not estimated because it is not reliably measurable, remain at cost less any impairment losses.
The detail of disposals over the period ended as at 30 September 2010, is as follows:
| COMPANY | Head Office | Direct | Total |
|---|---|---|---|
| Retail Properties Difusão Sociedade imobiliária, SA |
Maia | 100.00% | 100.00% |
The assets and liabilities of the disposed company as at the disposal date were as follows:
| Date of disposal | 31.December.2009 | |
|---|---|---|
| Disposal net assets | ||
| Tangible assets (Note 9) | 26,237,804 | 26,438,088 |
| Deferred tax assets | 45,191 | 45,884 |
| Other assets | 1,775,423 | 1,563,968 |
| Cash and cash equivalents | 258,238 | 519 |
| Deferred tax liabilities | (554,498) | (498,241) |
| Other liabilities | (26,012,429) | (26,129,176) |
| 1,749,729 | 1,421,042 | |
| Shareholder's loans, other loans and interests | 25,166,711 | |
| Costs related to the disposal | 644,896 | |
| Profit / (Loss) in disposal | 5,816,838 | |
| Disposal price | 33,378,174 | |
| Effective cash payment received | 33,378,174 | |
| Cash payment received related to shareholder's loans and interests | 375,263 | |
| Effective cash payment related to the disposal costs | (644,896) | |
| Cash and cash equivalents disposed | (258,238) | |
| 32,850,302 | ||
The retail real estate company referred above owns a building which has remained in use by the group after the company's disposal through an operating lease agreement, with an initial term of 20 years (term extensions are possible).
The impacts of the above disposals in the income statement can be described as follows:
| Date of disposal | |
|---|---|
| Operational income | 853,445 |
| Operational costs | (245,749) |
| Financial net income | (192,870) |
| Earnings before taxes | 414,826 |
| Taxes | (86,139) |
| Net income | 328,687 |
During the nine months period ended 30 September 2010 and 2009, 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 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 (Note 8) | (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 (Note 8) | (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 |
| Tangible assets | |||||
| Tangible | Total | ||||
| Land and | Plant and | assets | Tangible | ||
| Buildings | Machinery | Others | in progress | Assets | |
| Gross assets: | |||||
| Opening balance as at 1 January 2009 | 1,496,938,520 | 717,639,990 | 150,509,335 | 195,762,509 | 2,560,850,354 |
| Acquisitions | 11,879,572 | 799,262 | 2,734,327 | 207,550,932 | 222,964,093 |
| Acquisitions of subsidiaries | 94,326,259 | - | - | 51,140,432 | 145,466,691 |
| Disposals | (2,100) | (8,767,615) | (2,452,312) | (10,995,832) | (22,217,859) |
| Exchange rate effect | 71,977 | 204,168 | 149,610 | - | 425,755 |
| Transfers | 29,858,538 | 166,825,328 | 13,960,840 | (219,146,971) | (8,502,265) |
| Closing balance as at 30 September 2009 | 1,633,072,766 | 876,701,133 | 164,901,800 | 224,311,070 | 2,898,986,769 |
| Accumulated depreciation | |||||
| and impairment losses | |||||
| Opening balance as at 1 January 2009 | 192,480,780 | 340,961,819 | 103,106,486 | - | 636,549,085 |
| Depreciation and impairment losses | 19,093,371 | 54,191,459 | 15,892,249 | - | 89,177,079 |
| Disposals | (231) | (7,636,101) | (2,184,958) | - | (9,821,290) |
| Exchange rate effect | 39,752 | 88,518 | 53,409 | - | 181,679 |
| Transfers | (92) | (1,521,274) | (1,063,079) | - | (2,584,445) |
| Closing balance as at 30 September 2009 | 211,613,580 | 386,084,421 | 115,804,107 | - | 713,502,108 |
| Carrying amount | |||||
| As at 30 september 2009 | 1,421,459,186 | 490,616,712 | 49,097,693 | 224,311,070 | 2,185,484,661 |
The most significant values included in the caption "Tangible assets in progress" refer to the following projects:
| 30.September.2010 30.September.2009 | ||
|---|---|---|
| Refurbishment and expansion of stores in the retail businesses located in Portugal |
30,850,500 | 123,143,695 |
| Refurbishment and expansion of stores in the retail businesses located in Spain |
4,078,245 | 1,781,796 |
| Construction in progress in Maia (Business Park) | 4,451,620 | 63,739,427 |
| Projects of stores for which advance payments were made |
10,323,231 | 34,387,425 |
| Others | 442,804 | 1,258,726 |
| 50,146,400 | 224,311,070 |
During the nine months period ended 30 September 2010 and 2009, movements in Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:
| Intangible assets | ||||
|---|---|---|---|---|
| Intangible | Total | |||
| Patents and other | assets | Intangible | ||
| similar rights | Others | in progress | Assets | |
| Gross assets | ||||
| Opening balance as at 1 January 2010 | 100,024,071 | 154,435,898 | 11,463,185 | 265,923,154 |
| Acquisitions | 1,627,085 | 107,696 | 5,316,230 | 7,051,011 |
| Disposals | (426) | (1,118,161) | (2,156) | (1,120,743) |
| Exchange rate effect | - | 15,392 | - | 15,392 |
| Transfers | (183,008) | 3,424,791 | (4,927,018) | (1,685,235) |
| Closing balance as at 30 September 2010 | 101,467,722 | 156,865,616 | 11,850,241 | 270,183,579 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2010 | 11,122,066 | 92,480,785 | - | 103,602,851 |
| Depreciation and impairment losses | 2,716,429 | 12,437,315 | - | 15,153,744 |
| Disposals | (426) | (1,024,823) | - | (1,025,249) |
| Exchange rate effect | - | 11,729 | - | 11,729 |
| Transfers | (48,940) | (27) | - | (48,967) |
| Closing balance as at 30 de September 2010 | 13,789,129 | 103,904,979 | - | 117,694,108 |
| Carrying amount | ||||
| As at 30 de September 2010 | 87,678,593 | 52,960,637 | 11,850,241 | 152,489,471 |
| Intangible assets | ||||
|---|---|---|---|---|
| Intangible | Total | |||
| Patents and other | assets | Intangible | ||
| similar rights | Others | in progress | Assets | |
| Gross assets | ||||
| Opening balance as at 1 January 2009 | 93,146,363 | 141,148,617 | 20,204,279 | 254,499,259 |
| Acquisitions | 457,584 | 24,874 | 10,600,114 | 11,082,572 |
| Acquisitions of subsidiaries | 31,051 | 998 | - | 32,049 |
| Disposals | (122,429) | (800,720) | (155,280) | (1,078,429) |
| Exchange rate effect | - | 36,562 | - | 36,562 |
| Transfers | 1,919,969 | 6,811,697 | (10,047,137) | (1,315,471) |
| Closing balance as at 30 September 2009 | 95,432,538 | 147,222,028 | 20,601,976 | 263,256,542 |
| Accumulated depreciation | ||||
| and impairment losses | ||||
| Opening balance as at 1 January 2009 | 8,010,594 | 82,199,309 | - | 90,209,903 |
| Depreciation and impairment losses | 2,309,765 | 10,109,999 | - | 12,419,764 |
| Acquisitions of subsidiaries | 25,062 | - | - | 25,062 |
| Disposals | (50,444) | (680,691) | - | (731,135) |
| Exchange rate effect | - | 21,900 | - | 21,900 |
| Transfers | (56,143) | (959) | - | (57,102) |
| Closing balance as at 30 September 2009 | 10,238,834 | 91,649,558 | - | 101,888,392 |
| Carrying amount | ||||
| As at 30 September 2009 | 85,193,704 | 55,572,470 | 20,601,976 | 161,368,150 |
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 2009).
As at 3o September 2010 and 31 December 2009, goodwill is made up as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Food based retail | 404,760,044 | 404,754,156 |
| Specialised retail | 84,569,098 | 84,184,028 |
| Investment management | 20,884,949 | 20,884,949 |
| Retail Real Estate | 3,751,392 | 3,751,392 |
| Others | 6,310,513 | 6,310,513 |
| 520,275,996 | 519,885,038 |
During the period ended on 30 September 2010 and 31 December 2009, movements in goodwill, as well as in corresponding impairment losses, were made up as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Gross value: | ||
| Opening balance | 528,076,621 | 529,211,677 |
| New companies in the consolidation perimeter | - | 2,297,794 |
| Increases | 390,958 | - |
| Decreases | - | (3,432,850) |
| Closing balance | 528,467,579 | 528,076,621 |
| Accumulated impairment | ||
| losses: | ||
| Opening balance | 8,191,583 | 8,191,583 |
| Increases | - | - |
| Closing balance | 8,191,583 | 8,191,583 |
| Carrying amount: | 520,275,996 | 519,885,038 |
As at 30 September 2010 and 2009 movements in this caption can be detailed as follows:
| 30.September.2010 30.September.2009 | ||
|---|---|---|
| Other investments: | ||
| Opening balance as at 1 January | 57,294,670 | 60,956,595 |
| Increases in the period | 2,677,225 | 6,157,762 |
| Decreases in the period | (11,393,095) | (10,780,844) |
| Closing balance as at 30 September | 48,578,800 | 56,333,513 |
| Accumulated impairment losses | - | - |
| 48,578,800 | 56,333,513 | |
| Derivative financial instruments | ||
| Fair value as at 1 January | 365,121 | 1,849,128 |
| Acquisitions in the period | - | 10,184 |
| Disposals in the period | - | (72,494) |
| Increase/(Decrease) in fair value | (364,954) | (1,776,634) |
| Fair value as at 30 September | 167 | 10,184 |
| Other Investments | 48,578,967 | 56,343,697 |
Under the caption "Other investments" is recorded an amount of 33,728,627 euro (45,123,976 euro as of 30 September 2009) related to deposited amounts on an Escrow Account which are applied in investment funds with superior rating and guarantee contractual liabilities assumed by the Group which may arise from the sale of Sonae Distribuição Brasil, S.A. and for which provisions were recorded (Note 23).
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 this amount shall be entirely received up to 31 December 2010, and that there are legal means that may be operated so as to compel the buyer to authorize the return of the Escrow Account. If the negotiations currently under way do not succeed, it is the intention of the Board to make use of such legal means.
As at 30 September 2010 and 31 December 2009, other non-current assets are detailed as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Trade accounts receivable and other debtors | ||
| Bails | 4,050,307 | 2,949,266 |
| Legal deposits (Note 20) | 887,023 | 819,480 |
| Account receivable from Carrefour | 11,033,252 | - |
| 15,970,582 | 3,768,746 | |
| Other non-current assets | 532,046 | 567,810 |
| 16,502,628 | 4,336,556 |
As at 30 September 2010 and 31 December 2009, "Trade accounts receivable and other current assets" are made up as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Trade accounts receivable | 44,343,406 | 44,872,052 |
| Taxes recoverable | 21,013,079 | 28,379,704 |
| Granted loans to related companies | 7,975 | 1,008,193 |
| Other debtors | ||
| Trade suppliers - debtor balances | 78,867,597 | 70,708,453 |
| Credit sales sold to third parties | 1,378,264 | 1,275,849 |
| Special regime for settlement of tax and social security debts | 12,382,502 | 13,999,945 |
| VAT recoverable on real estate assets | 6,409,828 | 17,696,916 |
| Accounts receivable from the disposal of tangible fixed assets | 1,019,799 | 4,957,938 |
| Advances on suppliers | 10,200,000 | 14,642,280 |
| Other debtors | 14,061,974 | 21,044,317 |
| 124,319,964 | 144,325,698 | |
| Other current assets | ||
| Commercial Discounts | 29,331,649 | 13,001,652 |
| Interests to be received | 1,682,064 | 1,674,227 |
| Commissions to be received | 1,446,411 | 1,640,164 |
| Rents | 5,164,539 | 3,916,650 |
| Condominiums management fee's | 1,787,525 | 1,702,948 |
| Insurance premiums paid in advance | 6,529,528 | 3,054,380 |
| Other current assets | 10,206,083 | 7,548,121 |
| 56,147,799 | 32,538,142 | |
| Accumulated impairment losses (Note 23) | (23,951,849) | (25,029,183) |
| 221,880,374 | 226,094,606 |
Deferred tax assets and liabilities as at 30 September 2010 and 31 December 2009 are as follows, taking into consideration its temporary differences:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 30.September.2010 | 31.December.2009 | 30.September.2010 | 31.December.2009 | ||
| Difference between fair value and acquisition cost | 3,563,999 | 3,450,247 | 30,080,214 | 29,131,447 | |
| Harmonisation adjustments | 111,240 | 29,142 | 54,201,778 | 47,638,444 | |
| Provisions and impairment losses not accepted for tax purposes | 6,100,014 | 5,308,282 | 25,000 | - | |
| Write-off of tangible and intangible assets | 6,666,854 | 7,811,377 | - | - | |
| Write-off of deferred costs | - | - | 12,574 | 21,922 | |
| Valuation of hedging derivatives | 1,940,355 | 1,622,203 | 36,044 | 96,757 | |
| Amortisation of Goodwill for tax purposes | - | - | 19,195,044 | 13,960,032 | |
| Non taxed exchange differences | - | - | - | 928,553 | |
| Revaluation of tangible assets | - | - | 2,006,110 | 2,129,663 | |
| Tax losses carried forward | 83,898,056 | 72,114,888 | - | - | |
| Reinvested capital gains/(losses) | - | - | 1,387,499 | 2,102,270 | |
| Others | 2,925,183 | 134,898 | 2,864 | 735,330 | |
| 105,205,701 | 90,471,037 | 106,947,127 | 96,744,418 |
As at 30 September 2010, and 31 December 2009, 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.2010 | 31.December.2009 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax assets |
Time limit | Tax losses carried forward |
Deferred tax assets |
Time limit | |
| With limited time use | ||||||
| Generated in 2004 | 311,930 | 77,983 | 2010 | 159,844 | 39,961 | 2010 |
| Generated in 2005 | 297,248 | 74,312 | 2011 | 509,857 | 127,464 | 2011 |
| Generated in 2006 | - | - | 2012 | - | - | 2012 |
| Generated in 2007 | 125,017 | 31,254 | 2013 | 15,270,805 | 3,817,701 | 2013 |
| Generated in 2008 | 3,541,103 | 885,276 | 2014 | 3,571,591 | 892,898 | 2014 |
| Generated in 2009 | 9,817,425 | 2,454,356 | 2015 | 10,454,096 | 2,613,524 | 2015 |
| Generated in 2010 | 4,034,544 | 1,008,638 | 2014 | - | - | |
| 18,127,267 | 4,531,819 | 29,966,194 | 7,491,549 | |||
| Without limited time use | - | - | 940,305 | 319,704 | ||
| With a time limit different from the above mentioned |
264,554,121 | 79,366,237 | 214,345,452 | 64,303,636 | ||
| 264,554,121 | 79,366,237 | 215,285,757 | 64,623,339 | |||
| 282,681,388 | 83,898,056 | 245,251,950 | 72,114,888 |
As at 30 September 2010 and 31 December 2009, 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 2010 tax losses carried forward, have not originated deferred tax assets for prudential reasons. These may be summarized as follows:
| 30.September.2010 | 31.December.2009 | |||||
|---|---|---|---|---|---|---|
| Tax losses carried forward |
Deferred tax credit | Time limit | Tax losses carried forward |
Deferred tax credit |
Time limit | |
| With limited time use | ||||||
| Generated in 2004 | 292,987 | 73,247 | 2010 | 292,987 | 73,247 | 2010 |
| Generated in 2005 | 22,523 | 5,631 | 2011 | 22,523 | 5,631 | 2011 |
| Generated in 2006 | 337,684 | 84,420 | 2012 | 337,684 | 84,420 | 2012 |
| Generated in 2007 | 819,543 | 204,886 | 2013 | 819,543 | 204,886 | 2013 |
| Generated in 2008 | 5,191,322 | 1,297,831 | 2014 | 5,191,322 | 1,297,831 | 2014 |
| Generated in 2009 | 3,393,263 | 848,316 | 2015 | 3,391,900 | 847,975 | 2015 |
| Generated in 2010 | 2,078,352 | 519,588 | 2014 | - | - | |
| 12,135,674 | 3,033,919 | 10,055,959 | 2,513,990 | |||
| Without limited time use | 10,553,141 | 3,588,068 | 5,871,991 | 1,996,477 | ||
| With a time limit different from the above mentioned |
14,128,789 | 3,547,120 | 14,975,938 | 3,756,324 | ||
| 36,817,604 | 10,169,107 | 30,903,888 | 8,266,791 |
As at 30 September 2010 and 31 December 2009 cash and cash equivalents can be detailed as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Cash at hand | 6,248,208 | 6,120,299 |
| Bank deposits | 54,446,192 | 105,275,640 |
| Treasury applications | 12,056 | 11,128 |
| Cash and cash equivalents on the balance sheet | 60,706,456 | 111,407,067 |
| Bank overdrafts (Note 18) | (14,990,279) | (23,065,285) |
| Cash and cash equivalents on the statement of cash flows |
45,716,177 | 88,341,782 |
Bank overdrafts, are recorded in the balance sheet under the caption Current bank loans.
As at 30 September 2010, 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 2010, the subscribed share capital was held as follows:
| Entity | % |
|---|---|
| Sonae, SGPS, S.A. | 82.48% |
| Sonae Investments, BV | 17.52% |
As at 30 September 2010, Efanor Investimentos S.G.P.S., S.A. and its subsidiaries held 52.98% of the share capital of Sonae, SGPS, S.A..
As at 30 September 2010 and 31 December 2009, loans are made up as follows:
| 30.September.2010 | 31.December.2009 | |||||
|---|---|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||||
| Amount limit | Current | Non-Current | Amount limit | Current | Non-Current | |
| Bank loans | ||||||
| Sonae Investimentos, SGPS, SA - commercial paper | 682,500,000 | - | 445,000,000 | 692,500,000 | - | 271,000,000 |
| Continente Hipermercados, SA - commercial paper | - | - | - | 30,000,000 | - | - |
| Others | 3,333,334 | 11,666,666 | 3,333,333 | 15,000,000 | ||
| 3,333,334 | 456,666,666 | 3,333,333 | 286,000,000 | |||
| Bank overdrafts (Note 16) | 14,990,279 | - | 23,065,285 | - | ||
| Up-front fees beard with the issuance of loans | (7,667) | (76,035) | (7,667) | (105,107) | ||
| Bank loans | 18,315,946 | 456,590,631 | 26,390,951 | 285,894,893 | ||
| Bonds | ||||||
| Bonds Modelo Continente / 2003 | - | 82,000,000 | - | 82,000,000 | ||
| Bonds Modelo Continente / 2005/2010 | - | - | 64,925,000 | - | ||
| 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 | - | 50,000,000 | - | 50,000,000 | ||
| Up-front fees beard with the issuance of loans | - | (3,460,147) | (25,511) | (4,516,975) | ||
| Bonds | - | 988,539,853 | 64,899,489 | 987,483,025 | ||
| Other loans | 36,229 | 168,862 | 33,466 | 198,853 | ||
| Derivative instruments (Note 19) | 7,935,208 | - | 7,902,322 | - | ||
| Other loans | 7,971,437 | 168,862 | 7,935,788 | 198,853 | ||
| Obligations under finance leases | 2,774,699 | 7,618,177 | 4,704,670 | 8,620,393 | ||
| 29,062,082 | 1,452,917,523 | 103,930,898 | 1,282,197,164 |
The interest rate at 30 September 2010 of bonds and loans was approximately 1,69% (1,65% on 31 December 2009). 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 19).
The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:
| 30.September.2010 31.December.2009 | ||
|---|---|---|
| N+1 a) | 21,134,541 | 96,061,754 |
| N+2 | 461,583,318 | 95,469,679 |
| N+3 | 195,066,190 | 370,883,410 |
| N+4 | 439,094,033 | 205,263,112 |
| N+5 | 357,441,071 | 255,078,237 |
| After N+5 | 3,269,093 | 360,124,809 |
| 1,477,588,246 | 1,382,881,001 |
a) Includes the amounts used of the commercial paper programs.
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 2010, 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.2010 | 31.December.2009 | ||
|---|---|---|---|
| Assets (Note 12) | 167 | 365,121 | |
| Liabilities (Note 18) | (3,822,904) | (79,039) | |
| (3,822,737) | 286,082 |
Gains or losses for the period arising from changes in the fair value of derivative financial instruments amounted (1,652,817) Euro (365,678 Euro at 30 September 2009) and were recorded directly in the income statement in the caption "Other expenses".
As at 30 September 2010, the financial instruments of interest rate used by the Group, essentially refer to "swaps" and zero cost collars in the case of liabilities. In accordance with the accounting policies adopted, these derivatives satisfy the requirements to be designated as hedging instruments of interest rate risk.
Its fair value amounts to:
| 30.September.2010 | 31.December.2009 | ||
|---|---|---|---|
| Assets (Note 12) | - | - | |
| Liabilities (Note 18) | (4,112,304) | (7,823,283) | |
| (4,112,304) | (7,823,283) |
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.2010 | 31.December.2009 | 30.September.2010 | 31.December.2009 | |
| Derivatives not qualified as hedging | ||||
| Exchange rate | 167 | 365,121 | 1,366,901 | 79,039 |
| Interest rate | - | - | - | - |
| Hedging derivatives | ||||
| Exchange rate | - | - | 2,456,003 | - |
| Interest rate | - | - | 4,112,304 | 7,823,283 |
| Interest and exchange rate | - | - | - | - |
| Other derivatives | - | - | - | - |
| 167 | 365,121 | 7,935,208 | 7,902,322 |
As at 30 September 2010 and 31 December 2009, the caption "Other non-current liabilities" was made up as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Shareholder loans | 18,898,398 | 10,931,827 |
| Tangible assets suppliers | 1,250,000 | 1,287,500 |
| Share based payments (Note 21) | 2,696,216 | 2,069,462 |
| Other non-current liabilities | 929,493 | 858,717 |
| Accruals and deferrals | 957,203 | 1,075,422 |
| Other non-current liabilities | 24,731,310 | 16,222,928 |
As at 30 September 2010 and 31 December 2009, the caption "Other liabilities" refers mainly to the estimated amounts to fulfill the legal and tax obligations of a brazilian subsidiary which is considered appropriate to face 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.
The amount payable related with Shareholder loans refers to a loan granted by a minority shareholder to a subsidiary which bears interests at market rates. The fair value of this loan is similar to its book value, with no defined maturity.
In 2010 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 2010 and 31 December 2009 are made up as follows:
| Grant | Vesting | Number of | Fair value | ||
|---|---|---|---|---|---|
| year | year | participants | 30.September.2010 31.December.2009 | ||
| Shares | |||||
| 2007 | 2010 | 40 | - | 891,596 | |
| 2008 | 2011 | 43 | 2,485,344 | 1,468,048 | |
| 2009 | 2012 | 43 | 3,836,024 | 3,272,289 | |
| 2010 | 2013 | 46 | 1,760,135 | - | |
| Total | 8,081,503 | 5,631,933 |
As at 30 September 2010 and 31 December 2009 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.2010 31.December.2009 | ||
|---|---|---|
| Staff costs | 2,055,131 | 2,666,299 |
| Recorded in previous years | 2,036,932 | 294,759 |
| 4,092,063 | 2,961,058 | |
| Other non-current liabilities (Note 20) | 2,696,216 | 2,069,462 |
| Other current liabilities (Note 22) | 1,395,847 | 891,596 |
| 4,092,063 | 2,961,058 |
The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.
As at 30 September 2010 and 31 December 2009 the caption "Trade creditors and other current liabilities" can be detailed as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Trade creditors | 913,118,837 | 1,062,040,575 |
| Taxes payable | 40,659,804 | 65,634,240 |
| Other creditors | ||
| Tangible asset suppliers | 36,410,470 | 76,905,111 |
| Related undertakings | 872,068 | 100 |
| Other debts | 47,378,930 | 56,253,410 |
| 84,661,468 | 133,158,621 | |
| Other current liabilities | ||
| Staff costs | 101,767,235 | 86,486,304 |
| Interest payable | 4,398,967 | 6,631,919 |
| Marketing expenses | 8,400,224 | 7,543,181 |
| Other external supplies and services | 35,099,599 | 27,026,280 |
| Accrued income - rents | 8,550,986 | 4,670,177 |
| Real Estate Municipality tax | 3,408,929 | 3,889,818 |
| Share based payments (Note 21) | 1,395,847 | 891,596 |
| Others | 3,131,576 | 7,396,212 |
| 166,153,363 | 144,535,487 | |
| 1,204,593,472 | 1,405,368,923 |
The caption "Other debts" includes
Movements in "Provisions and impairment losses", for the nine months period ended as at 30 September 2010 and 31 December 2009, were as follows:
| Caption | Balance as at 31 December 2009 |
Increase | Decrease | Balance as at 30 September 2010 |
|---|---|---|---|---|
| Accumulated impairment losses on investments (Note 7) |
77,185 | - | (36,703) | 40,482 |
| Accumulated impairment losses on trade accounts receivable (Note 14) |
8,540,926 | 1,101,353 | (3,471,617) | 6,170,662 |
| Accumulated impairment losses on other debtors (Note 14) |
16,488,257 | 3,018,347 | (1,725,417) | 17,781,187 |
| 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 |
| Caption | Balance as at 31 December 2008 |
Increase | Decrease | Balance as at 30 September 2009 |
|---|---|---|---|---|
| Accumulated impairment losses on investments | 13,159 | - | - | 13,159 |
| Accumulated impairment losses on trade accounts receivable |
12,717,269 | 692,882 | (292,139) | 13,118,012 |
| Accumulated impairment losses on other debtors | 12,140,408 | 3,034,263 | (279,462) | 14,895,209 |
| Accumulated impairment losses on inventories | 18,510,507 | 5,464,858 | (4,098,901) | 19,876,464 |
| Non-current provisions | 12,953,754 | 1,148,278 | (2,596,827) | 11,505,205 |
| Current provisions | 2,314,563 | - | (645,675) | 1,668,888 |
| 58,649,660 | 10,340,281 | (7,913,004) | 61,076,937 |
The caption "Non-current provisions" includes 5,896,946 Euro (5,447,923 Euro as at 31 December 2009) 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.
As at 30 September 2010 and 31 December 2009, the major Contingent liabilities were guarantees given, which can be detailed as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Guarantees given: | ||
| on tax claims | 244,834,908 | 251,357,651 |
| on municipal claims | 7,500,105 | 8,998,481 |
| guarantees provided by Sonae SGPS | 66,536,193 | - |
| Others | 29,565,384 | 27,298,016 |
During the period ended 31 December 2009, one of the subsidiaries of the Food based Retail segment has granted a guarantee in favour of the Portuguese Tax Administration, associated with a tax claim for VAT of 2004, amounting to EUR 30,260,721.33, for which the Company has presented an impugnation.
Additionally, Sonae Investimentos SGPS, SA has granted a guarantee on behalf of the subsidiary referred to above, amounting 46,893,361.33 euro in order to ensure an additional payment of VAT, related to the year of 2005. Sonae will present an appeal and believes, based on the opinion of its tax advisers, that the sentence will be favorable to the group.
A Retail segment company in Brazil granted a guarantee of approximately 31,929,437 Euro (74,078,784 Brazilian real), on a tax claim, which is being judged by a tax court (72,755,267 Brazilian real as at 31 December 2009).
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 unfavorable 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 30 September 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, amounts to near 40 million euro, including processes paid under recovery program Brazilian State taxes ("REFIS") in the amount of 23 million euro .
Furthermore, there are other tax lawsuits which total 45 million euro (42 million euro as at 31 December 2009) 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 recorded in order to face up to possible risks arising from these contingencies, as the Board of Directors believes that they will be solved without arising additional liabilities to the Group.
Balances and transactions with related parties are detailed as follows:
| Sales and services rendered | Purchases and services obtained | |||
|---|---|---|---|---|
| Transactions | 30.September.2010 | 30.September.2009 | 30.September.2010 | 30.September.2009 |
| Parent company | 859,515 | 327,160 | 79,689 | 950,677 |
| Jointly controlled companies | 568,340 | 607,699 | 2,093,005 | 1,596,876 |
| Associated companies | 25,966,278 | 23,776,119 | 729,528 | 337,016 |
| Participated companies | 43,660,354 | 37,939,110 | - | - |
| Other related parties (1) | 8,278,591 | 6,364,742 | 65,058,796 | 65,529,946 |
| 79,333,078 | 69,014,830 | 67,961,018 | 68,414,515 | |
| Interest income | Interest expenses | |||
| Transactions | 30.September.2010 | 30.September.2009 | 30.September.2010 | 30.September.2009 |
| Parent company | 9,769 | - | 522,223 | 187,332 |
| Jointly controlled companies | 15 | 108,336 | 16 | 6,525 |
| Associated companies | - | - | - | - |
| Participated companies | - | - | - | - |
| Other related parties (1) | 9,396 | 2,874 | 468,439 | 240,434 |
| 19,180 | 111,210 | 990,678 | 434,291 |
| Accounts receivable | Accounts payable | ||||
|---|---|---|---|---|---|
| Balances | 30.September.2010 | 31.December.2009 | 30.September.2010 | 31.December.2009 | |
| Parent company | 818,437 | 535,294 | 249,975 | 1,688,040 | |
| Jointly controlled companies | 596,431 | 125,975 | 342,221 | 202,093 | |
| Associated companies | 4,856,783 | 1,446,962 | 74,505 | 87,091 | |
| Participated companies | 12,756,463 | 14,169,568 | 13,790 | 40,932 | |
| Other related parties (1) | 8,950,754 | 10,493,463 | 41,550,435 | 32,646,869 | |
| 27,978,868 | 26,771,262 | 42,230,926 | 34,665,025 |
| Loans | ||||||
|---|---|---|---|---|---|---|
| Obtained | Granted | |||||
| Balances | 30.September.2010 | 31.December.2009 | 30.September.2010 | 31.December.2009 | ||
| Parent company | - | - | - | - | ||
| Jointly controlled companies | - | - | - | - | ||
| Associated companies | - | - | - | - | ||
| Participated companies | - | - | - | - | ||
| Other related parties (1) | 19,770,398 | 10,802,648 | - | 1,000,000 | ||
| 19,770,398 | 10,802,648 | - | 1,000,000 |
1) 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 2010 and 2009 is detailed as follows:
| 30.September.2010 | 30.September.2009 | |
|---|---|---|
| Current tax | 24,667,439 | 12,658,586 |
| Deferred tax | (4,708,799) | (5,485,401) |
| 19,958,640 | 7,173,185 |
Earnings per share for the nine months period ended on 30 September 2010 and 2009 were calculated taking into consideration the following amounts:
| 30.September.2010 | 30.September.2009 |
|---|---|
| 91,605,489 | 65,601,725 |
| - - |
- - |
| 91,605,489 | 65,601,725 |
| 1,000,000,000 | 1,000,000,000 |
| - | - |
| 1,000,000,000 | 1,000,000,000 |
| 0.091605 | 0.065602 |
On 30 September 2010 and 2009 there is no dilutive effect on the number of shares outstanding.
In the Shareholders Annual General Meeting held on 26 April 2010, the payment of a gross dividend of 0.07 euro per share (0.085 euro per share in 2009) corresponding to a total of 70,000,000 euro (85,000,000 at 2009) was approved.
The contribution of the main segments for the nine months period ended on 30 September 2010 and 2009 can be detailed as follows:
| Food based Retail | Specialised Retail | Investment Management |
Retail Real Estate | Eliminations and adjustments |
Total | |
|---|---|---|---|---|---|---|
| 30 September 2010 | ||||||
| Turnover | 2,449,257,148 | 869,761,764 | 129,989,165 | 95,228,485 | (89,061,688) | 3,455,174,874 |
| Ex-Fuel | 2,374,671,087 | 869,761,764 | 129,989,165 | 95,228,485 | (89,061,688) | 3,380,588,813 |
| 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 |
| Food based Retail | Specialised Retail | Investment Management |
Retail Real Estate | Eliminations and adjustments |
Total | |
| 30 September 2009 | ||||||
| Turnover | 2,336,478,416 | 756,305,029 | 130,420,869 | 91,026,112 | (85,771,946) | 3,228,458,480 |
| Ex-Fuel | 2,238,061,503 | 756,305,029 | 130,420,869 | 91,026,112 | (85,771,946) | 3,130,041,567 |
| Fuel | 98,416,913 | - | - | - | - | 98,416,913 |
| EBITDA | 119,933,643 | 10,796,060 | (377,999) | 84,852,017 | - | 215,203,721 |
| EBIT | 64,983,469 | (14,911,061) | (3,715,805) | 65,113,244 | - | 111,469,847 |
| Invested capital | 567,528,369 | 328,556,666 | 75,375,386 | 1,541,824,026 | - | 2,513,284,447 |
Includes the contribution of Group's activity related with the insignias of food based retail (Continente, Modelo, Bom Bocado, Área Saúde 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 and Modelo.
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
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 15 November 2010.
Matosinhos, 15 November 2010
The Board of Directors,
______________________________________ Duarte Paulo Teixeira de Azevedo
______________________________________ Ângelo Gabriel Ribeirinho dos Santos Paupério
______________________________________ Nuno Manuel Moniz Trigoso Jordão
(Translation of condensed individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| ASSETS | Notes | 30.September.2010 | 30.September.2009 | 31.December.2009 |
|---|---|---|---|---|
| NON-CURRENT ASSETS: | ||||
| Tangible assets | 1,733 | 3,345 | 2,786 | |
| Intangible assets | 6,410 | 7,711 | 7,160 | |
| Investments | 4 | 2,722,681,845 | 2,348,820,104 | 2,349,634,766 |
| Deferred tax assets | 5 | 920,611 | 1,808,090 | 1,736,158 |
| Other non-current assets | 6 | 1,325,412,665 | 1,102,955,633 | 1,000,150,633 |
| Total Non-Current Assets | 4,049,023,264 | 3,453,594,883 | 3,351,531,503 | |
| CURRENT ASSETS: | ||||
| Trade accounts receivable and other current assets | 7 | 282,765,859 | 406,248,181 | 322,687,037 |
| Cash and cash equivalents | 8 | 94,858 | 173,125 | 51,973,423 |
| Total Current Assets | 282,860,717 | 406,421,306 | 374,660,460 | |
| TOTAL ASSETS | 4,331,883,981 | 3,860,016,189 | 3,726,191,963 | |
| EQUITY AND LIABILITIES | ||||
| EQUITY: | ||||
| Share capital | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
| Reserves and retained earnings | 934,431,619 | 940,211,753 | 940,785,421 | |
| Profit for the period | 367,141,131 | 5,783,506 | 61,758,365 | |
| TOTAL EQUITY | 2,301,572,750 | 1,945,995,259 | 2,002,543,786 | |
| LIABILITIES: | ||||
| NON-CURRENT LIABILITIES: | ||||
| Loans | 1 0 |
1,445,130,484 | 1,469,015,099 | 1,273,377,918 |
| Deferred tax liabilities | 5 | 1,403 | 1,412 | 1,379 |
| Total Non-Current Liabilities | 1,445,131,887 | 1,469,016,511 | 1,273,379,297 | |
| CURRENT LIABILITIES: | ||||
| Loans | 1 0 |
9,161,208 | 80,038,250 | 68,686,914 |
| Trade creditors and other current liabilities | 1 1 |
576,018,136 | 364,966,169 | 381,581,966 |
| Total Current Liabilities | 585,179,344 | 445,004,419 | 450,268,880 | |
| TOTAL EQUITY AND LIABILITIES | 4,331,883,981 | 3,860,016,189 | 3,726,191,963 |
(Amounts expressed in euro)
The accompanying notes are part of these condensed individual financial statements.
(Translation of condensed individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| Notes | 3 th Quarter 2010 |
3 th Quarter 2009 |
30.September.2010 30.September.2009 | ||
|---|---|---|---|---|---|
| Services rendered | 437,860 | 452,714 | 1,245,047 | 1,244,511 | |
| Gains or losses on investments | 1 4 |
- | 261,661 | 372,280,793 | 1,312,520 |
| Financial income | 1 5 |
9,117,470 | 16,342,871 | 25,046,143 | 57,213,236 |
| Other income | 4,911 | 3,481 | 1,007,319 | 1,640,497 | |
| External supplies and services | (230,911) | (146,556) | (549,416) | (1,006,651) | |
| Staff costs | (178,333) | (378,980) | (464,892) | (966,130) | |
| Depreciation and amortisation | (827) | (1,099) | (2,711) | (3,358) | |
| Financial expenses | 1 5 |
(11,519,437) | (12,418,312) | (32,211,811) | (49,189,137) |
| Other expenses | (118,410) | (148,511) | (1,807,689) | (1,875,542) | |
| Profit/(Loss) before taxation | (2,487,677) | 3,967,269 | 364,542,783 | 8,369,946 | |
| Taxation | 1,250,352 | (1,105,829) | 2,598,348 | (2,586,440) | |
| Profit/(Loss) after taxation | 1 6 |
(1,237,325) | 2,861,440 | 367,141,131 | 5,783,506 |
| Earnings per share | (0.0012) | 0.0029 | 0.3671 | 0.0058 |
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)
| Notes | 3 th Quarter 2010 |
3 th Quarter 2009 |
30.September.2010 30.September.2009 | ||
|---|---|---|---|---|---|
| Net Profit / (Loss) for the period | 1 6 |
(1,237,325) | 2,861,440 | 367,141,131 | 5,783,506 |
| Changes in hedge and fair value reserves |
848,635 | 2,612,049 | 1,887,833 | (1,698,551) | |
| Total comprehensive income for the period | (388,690) | 5,473,489 | 369,028,964 | 4,084,955 |
The accompanying notes are part of these condensed individual financial statements.
(Translation of condensed financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
| Reserves and Retained Earnings | |||||||
|---|---|---|---|---|---|---|---|
| Share Capital | Legal Reserve | Hedging Res erve |
Other Reserves and Retained Earnings |
Total Reserves and Retained Earnings |
Net Profit/(Loss) | Total | |
| Balance as at 1 January 2009 | 1,000,000,000 | 99,300,000 | (3,316,342) | 664,814,565 | 760,798,223 | 266,112,081 | 2,026,910,304 |
| Total comprehensive income for the period | - | - | (1,698,551) | - | (1,698,551) | 5,783,506 | 4,084,955 |
| Appropriation of profit of 2008: Transfer to legal reserves and retained earnings Dividends distributed |
- - |
14,700,000 - |
- - |
251,412,081 (85,000,000) |
266,112,081 (85,000,000) |
(266,112,081) - |
- (85,000,000) |
| Balance as at 30 September 2009 | 1,000,000,000 | 114,000,000 | (5,014,893) | 831,226,646 | 940,211,753 | 5,783,506 | 1,945,995,259 |
| 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 Dividends distributed |
- - |
3,087,918 - |
- - |
58,670,447 (70,000,000) |
61,758,365 (70,000,000) |
(61,758,365) - |
- (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 |
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)
(Amounts expressed in euro)
| OPERATING ACTIVITIES Net cash flow from operating activities (1) 5,471,780 6,099,275 (13,971,112) 13,594,885 INVESTMENT ACTIVITIES Cash receipts arising from: Investments - 11,000 1,147,994,417 11,000 Tangible and intangible assets 160,389 - 160,399 - Interests and similar income 243,658 298,341 46,241,460 54,754,683 Dividends - 871,661 10,447,148 1,312,520 Loans granted 330,445,368 575,061,830 1,207,955,152 1,704,836,242 330,849,415 576,242,832 2,412,798,576 1,760,914,445 Cash payments arising from: Investments (497,850) (3,050,000) (1,128,802,850) (20,222,063) Tangible and intangible assets - (257) (366) (257) Loans granted (272,596,000) (541,785,672) (1,540,265,296) (1,617,111,292) (273,093,850) (544,835,929) (2,669,068,512) (1,637,333,612) Net cash used in investment activities (2) 57,755,565 31,406,903 (256,269,936) 123,580,833 FINANCING ACTIVITIES Cash receipts arising from: Loans obtained 1,791,322,000 3,317,905,328 5,940,061,131 9,650,041,361 1,791,322,000 3,317,905,328 5,940,061,131 9,650,041,361 Cash payments arising from: Loans obtained (1,843,257,667) (3,352,746,995) (5,627,586,077) (9,701,285,718) Interests and similar charges (12,720,234) (16,660,980) (29,486,353) (62,532,436) Dividends - - (70,000,000) (85,000,000) (1,855,977,901) (3,369,407,975) (5,727,072,430) (9,848,818,154) Net cash used in financing activities (3) (64,655,901) (51,502,647) 212,988,701 (198,776,793) Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (1,428,556) (13,996,469) (57,252,347) (61,601,075) Cash and cash equivalents at the beginning of the period (4,312,128) 2,345,565 51,511,663 49,950,171 Cash and cash equivalents at the end of the period 8 (5,740,684) (11,650,904) (5,740,684) (11,650,904) |
Notes | 3 th Quarter 2010 |
3 th Quarter 2009 |
30.September.2010 30.September.2009 |
|---|---|---|---|---|
The accompanying notes are part of these condensed individual financial statements.
(Translation of the condensed individual financial statements originally issued in Portuguese. In case of discrepancies the Portuguese version prevails)
(Amounts expressed in euro)
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).
The interim condensed Financial Statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".
The accounting policies adopted are consistent with those followed in the preparation of the annual financial statements for the year ended 31 December 2009.
As at 30 September 2010 and 31 December 2009, the detail of investments is as follows:
| 30.September.2010 | 31.December.2009 | |||
|---|---|---|---|---|
| Company | % held | Final balance | % held | Final balance |
| Azulino - Imobiliária, SA | 100.00% | 498,025 | 100.00% | 498,025 |
| Bertimóvel - Sociedade Imobiliária, SA | 100.00% | 1,845,000 | 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 |
| Contibomba - Comércio e Distribuição de Combustíveis, SA | 100.00% | 452,000 | 100.00% | 452,000 |
| Contimobe - Imobiliária Castelo Paiva, SA | 100.00% | 231,318,722 | 100.00% | 231,318,722 |
| Cumulativa - Sociedade Imobiliária, SA | 100.00% | 2,315,191 | 100.00% | 2,285,191 |
| Difusão - Sociedade Imobiliária, SA | - | - | 100.00% | 50,000 |
| Edições Book.it - SA | - | - | 100.00% | 1,000,000 |
| Farmácia Selecção, SA | 89.00% | 89,000 | 89.00% | 89,000 |
| 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% | 158,410,389 | 100.00% | 158,410,389 |
| Igimo - Sociedade Imobiliária, SA | 100.00% | 220,000 | 100.00% | 220,000 |
| Iginha - Sociedade imobiliária, SA | 100.00% | 1,259,000 | 100.00% | 959,000 |
| 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% | 799,940 | 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 |
| Marcas MC, ZRT | 100.00% | 72,784,761 | 100.00% | 72,784,761 |
| MJLF - Empreendimetos Imobiliários, SA | 100.00% | 1,809,397 | 100.00% | 1,809,397 |
| Modelo Continente Hipermercados, SA | - | - | 56.00% | 284,190,240 |
| Modelo Continente Seguros - Sociedade de Mediação, Lda | 75.00% | 3,161,250 | 75.00% | 3,161,250 |
| Modelo.Com - Vendas por Correspondência, SA | 100.00% | 12,637,016 | 100.00% | 12,637,016 |
| 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% | 1,488,379 |
| Sempre à Mão - Sociedade Imobiliária, SA | 100.00% | 1,530,558 | 100.00% | 1,530,558 |
| Sempre a Postos - Produtos Alimentares e Utilidades, Lda | 25.00% | 249,399 | 25.00% | 249,399 |
| 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% | 23,334,858 | 37.00% | 23,334,858 |
| Sonae Center Serviços II, SA | 100.00% | 58,032,319 | 100.00% | 50,000 |
| Sonae MC - Modelo Continente, SGPS, SA | 100.00% | 600,000,000 | 100.00% | 50,000 |
| Sonae Retalho España, SA | 100.00% | 2,549,831 | 100.00% | 2,549,831 |
| Sonaegest - Soc. Gest. de Fundos de Investimentos, SA | 20.00% | 159,615 | 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 |
| Sontária - Empreendimentos Imobiliários, SA | 100.00% | 10,600,000 | 100.00% | 10,600,000 |
| Sonvecap, BV | 100.00% | 3,000,000 | 100.00% | 3,000,000 |
| Tlantic Portugal - Sistemas de Informação, SA | 100.00% | 443,316 | 100.00% | 443,316 |
| Todos os Dias - Comércio Ret. e Expl. de Centros Comerciais, SA | 100.00% | 1,180,000 | 100.00% | 1,180,000 |
| Valor N, SA | 100.00% | 2,087,315 | 100.00% | 2,087,315 |
| 2,768,550,342 | 2,395,503,263 | |||
| Impairment of investments | (45,868,497) | (45,868,497) | ||
| 2,722,681,845 | 2,349,634,766 |
During the period Sonae Investimentos disposed of the following subsidiaries: Modelo Continente Hipermercados, SA, Edições Book.it, SA and Difusão – Sociedade Imobiliária, SA (Note 14).
During the period Sonae Investimentos fully subscribed a share capital increase of its subsidiary Sonae MC – Modelo Continente, SGPS, SA. Additionally, part of Modelo Continente Hipermercados, SA acquisition cost was allocated to Sonae Center Serviços II, SA following the demerger of Modelo Continente Hipermercados, SA into Sonae Center Serviços II, SA.
Deferred tax assets and liabilities as of 30 September 2010 and 31 December 2009, taking into consideration the temporary differences that generated them, can be detailed as follows:
| Assets | ||
|---|---|---|
| 30.September.2010 | 31.December.2009 | |
| Derivatives | 920,611 | 1,601,258 |
| Impairment losses of assets not accepted for tax purposes |
- | 134,900 |
| 920,611 | 1,736,158 | |
| Liabilities | ||
| 30.September.2010 | 31.December.2009 | |
| Differences betw een amortizations for accounting and tax purposes |
1,403 | 1,379 |
| 1,403 | 1,379 |
As at 30 September 2010 and 31 December 2009 other non-current assets are detailed as follows (Note 19):
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Loans granted to group companies | 1,325,412,665 | 1,000,150,633 |
These loans bear interests at usual market rates and do not have a defined maturity.
As at 30 September 2010 and 31 December 2009 trade account receivables and other current assets are detailed as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Trade accounts receivable | 282,264 | 1,319,180 |
| Group companies | 247,589,924 | 310,119,510 |
| Other debtors | 5,491,114 | 6,242,723 |
| Taxes recoverable | 713,784 | 668,567 |
| Other current assets | 28,688,773 | 4,337,057 |
| 282,765,859 | 322,687,037 |
The heading group companies includes: (i) the amount of 219,651,000 euro (157,125,888 euro in 31 December 2009) related to short term loans to group companies (Note 19); (ii) the amount of 27,938,924 euro (21,753,472 euro in 31 December 2009) related to income tax calculated by group companies taxed in accordance with the Special Regime for Taxing Group Companies.
The heading other debtors includes 5,113,681 euro (5,214,780 euro in 31 December 2009), 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 interests, from loans granted to group companies.
As at 30 September 2010 and 31 December 2009 cash and cash equivalents are detailed as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Cash | 550 | 813 |
| Bank deposits | 94,308 | 51,972,610 |
| Cash and cash equivalents on the balance sheet | 94,858 | 51,973,423 |
| Bank overdrafts | (5,835,542) | (461,760) |
| Cash and cash equivalents on the statemnet | ||
| of cash flow s |
(5,740,684) | 51,511,663 |
Bank overdrafts are recorded in the balance sheet under the caption "Current loans" (Note 10).
As at 30 September 2010 and 31 December 2009, 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 2010 and 31 December 2009, the share capital was held as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Sonae, SGPS, SA | 82.48% | 82.48% |
| Sonae Investments BV | 17.52% | 17.52% |
As at 30 September 2010 and 31 December 2009 loans are made up as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Nominal value of bond loans | 992,000,000 | 992,000,000 |
| Up-front fees not yet charged to income statement | (3,460,147) | (4,516,975) |
| Bond loans | 988,539,853 | 987,483,025 |
| Commercial paper Other bank loans |
445,000,000 11,666,666 |
271,000,000 15,000,000 |
| Up-front fees not yet charged to income statement | (76,035) | (105,107) |
| Bank loans | 456,590,631 | 285,894,893 |
| Non current loans | 1,445,130,484 | 1,273,377,918 |
| Nominal value of bond loans | - | 64,925,000 |
| Up-front fees not yet charged to income statement | - | (25,511) |
| Bond loans | - | 64,899,489 |
| Other bank loans | 3,333,334 | 3,333,333 |
| Up-front fees not yet charged to income statement | (7,668) | (7,668) |
| Bank overdrafts (Note 8) | 5,835,542 | 461,760 |
| Bank loans | 9,161,208 | 3,787,425 |
| Current loans | 9,161,208 | 68,686,914 |
Bonds Modelo Continente 2003 amounting to 82,000,000 euro, repayable after 8 years, in one installment, on 15 October 2011. 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.
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 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.
Commercial paper programs are committed by financial institutions for a period of 4 years.
As the Company intends to keep these loans for a period superior to one year, those were classified as non-current.
On 3 August 2010 Modelo Continente 2005/2010 bond loan of 64,925,000 euro, was totally repaid.
The interest rate as at 30 September 2010 of the bonds and bank loans was, on average, 1.69% (1.65% as at 31 December 2009).
As at 30 September 2010 and 31 December 2009, trade creditors and other current liabilities are detailed as follows:
| 30.September.2010 | 31.December.2009 | |
|---|---|---|
| Trade accounts payable | 9,522 | 261,857 |
| Group companies | 554,795,672 | 342,971,182 |
| Other accounts payable | 4,393 | 8,151 |
| Tax and contributions payable | 6,245,338 | 21,559,067 |
| Derivatives | 4,272,022 | 7,823,283 |
| Other current liabilities | 10,691,189 | 8,958,426 |
| 576,018,136 | 381,581,966 |
The heading group companies includes: (i) the amount of 544,811,766 euro (338,078,379 euro as at 31 December 2009) related to short term loans from group companies (Note 19); (ii) the amount of 9,750,776 euro (4,659,673 euro as at 31 December 2009) related to income tax computed by the group companies taxed in accordance with the Special Regime for Taxing Groups of Companies; (iii) the amount of 233,130 euro (same amount as at 31 December 2009) related with 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.
The caption "Other current liabilities" mainly includes accrued interests not yet due relating to loans obtained.
As at 30 September 2010 and 31 December 2009, contingent assets and liabilities are detailed as follows:
| 30.September.2010 | 31.December.2009 | ||
|---|---|---|---|
| Guarantees rendered: | |||
| related to tax claims aw aiting outcome |
(a) | 162,150,255 | 95,643,815 |
| related to local and municipal claims aw aiting outcome |
289,380 | 289,380 | |
| others | 10,761,324 | 10,761,324 | |
| Guaranted given in favour of a subsidiary | (b) | 47,369,533 | 46,893,361 |
a) Includes the amount of 160,162,874 euro (93,656,434 euro as at 31 December 2009) referring to corporate income tax claims awaiting outcome and the amount of 1,985,386 euro (same amount as at 31 December 2009) 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 parties are detailed as follows:
| 30.September.2010 | 30.September.2009 | |
|---|---|---|
| Transactions: | ||
| Group companies | 749,997 | 749,997 |
| Associated companies | 495,050 | 494,514 |
| Services rended | 1,245,047 | 1,244,511 |
| Group companies | 7,500 | 7,500 |
| Jointly controlled companies | - | 6,180 |
| Other related parties | 10,607 | 20,790 |
| Purchases and services obtained | 18,107 | 34,470 |
| Parent company | 545 | - |
| Group companies | 444,227 | 1,339,352 |
| Other income | 444,772 | 1,339,352 |
| Parent company | 9,769 | - |
| Group companies | 24,896,884 | 56,170,429 |
| Jointly controlled companies | 95,565 | 216,671 |
| Interest income | 25,002,218 | 56,387,100 |
| Parent company | 522,223 | 187,332 |
| Group companies | 6,153,842 | 10,599,603 |
| Jointly controlled companies | 33 | 13,050 |
| Interest expenses | 6,676,098 | 10,799,985 |
| Group companies | 9,550,246 | 1,050,859 |
| Associated companies | 896,902 | 261,660 |
| Dividend income | 10,447,148 | 1,312,519 |
| Group companies | 934,525,000 | 11,000 |
| Disposal of investements | 934,525,000 | 11,000 |
| Group companies | 451,000,000 | - |
| Acquisition companies | 451,000,000 | - |
| 30.September.2010 | 31.December.2009 | |
| Balance: | ||
| Parent company | 27,660 | 15,837 |
| Group companies | 53,361,581 | 154,762,925 |
| Jointly controlled companies | 20,386 | 111,531 |
| Associated companies | 346,648 | 165,716 |
| Other related parties | 33,972 | 192 |
| Accounts receivable | 53,790,247 | 155,056,201 |
| Parent company | 76,316 | 447,617 |
| Group companies | 15,953,764 | 6,597,394 |
| Jointly controlled companies | 600 | 9,678 |
| Other related parties | 389 | 142 |
| Accounts payable | 16,031,069 | 7,054,831 |
| Group companies | 1,542,563,665 | 1,151,916,978 |
| Jointly controlled companies | 2,500,000 | 5,359,543 |
| Loans granted (Note 19) | 1,545,063,665 | 1,157,276,521 |
| Group companies | 544,811,766 | 338,040,379 |
| Jointly controlled companies | - | 38,000 |
| Loans obtained (Note 19) | 544,811,766 | 338,078,379 |
All Sonae, SGPS, SA and Efanor Investimentos SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in the Consolidated Financial Statements.
As at 30 September 2010 and 2009, investment income can be detailed as follows:
| 30.September.2010 | 30.September.2009 | |
|---|---|---|
| Dividends | 10,447,148 | 1,312,520 |
| Gains on the sale of investments | 361,833,645 | - |
| 372,280,793 | 1,312,520 |
The amount recorded as gains on disposal of investments is related to the disposal of the companies Modelo Continente Hipermercados, SA (352,517,079 euro), Edições Book.it, SA (1,800,000 euro) and Difusão - Sociedade Imobiliária, SA (7,516,566 euros).
As at 30 September 2010, this caption includes the amount of 25,046,143 euro (57,213,236 euro as at 30 September 2009) related to receivable interests and the amount of 28,092,873 euro (46,997,025 euro as at 30 September 2009) related to payable interests.
As at 30 September 2010 and 31 December 2009, earnings per share were calculated taking into consideration the following amounts:
| 30.September.2010 | 30.September.2009 | |
|---|---|---|
| Net Profit | ||
| Net profit taken into consideration to calculate basic earnings per share (Net profit foor the period) |
367,141,131 | 5,783,506 |
| Net profit taken into consideration to calculate diluted earnings per share |
367,141,131 | 5,783,506 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings per share |
1,000,000,000 | 1,000,000,000 |
| Weighted average number of shares used to calculate diluted earnings per share |
1,000,000,000 | 1,000,000,000 |
| Earnings per share (basic and diluted) | 0.3671 | 0.0058 |
In the annual General Meeting held on 26 April 2010, have been attributed gross dividends of 0.07 euro per share (0.085 euro per share in 2009), corresponding to a total of 70,000,000 euro (85,000,000 euro in 2009).
The accompanying financial statements were approved by the Board of Directors and authorized for issue on 15 November 2010.
During the period ended 30 September 2010 shareholders' loan contracts were entered into with the following companies:
Soflorin, BV
Sonae MC – Modelo Continente, SGPS, SA
During the period ended 30 September 2010 short-term loan contracts were entered into with the following companies:
Canasta – Empreendimentos Imobiliários, SA
Chão Verde - Sociedade de Gestão Imobiliária, SA
Citorres - Sociedade Imobiliária, SA
Contibomba - Comércio e Distribuição de Combustíveis, SA
Cumulativa - Sociedade Imobiliária, SA
Estevão Neves – Hipermercados da Madeira, SA
Imomuro – Sociedade Imobiliária, SA
MJLF – Empreendimentos Imobiliários, SA
Pharmaconcept – Actividades em Saúde, SA
Pharmacontinente – Saúde e Higiene, SA
Raso, SGPS, SA
Selifa – Sociedade de Empreendimentos Imobiliários, SA
Sonae, SGPS, SA
Sonae Center Serviços II, SA
Sonae MC – Modelo Continente, SGPS, SA
Sonae - Specialized Retail, SGPS, SA
As at 30 September 2010 amounts owed by affiliated undertakings can be summarized as follows:
Non-current (Note 6) and current (Note 7) granted loans
| Company | 30.September.2010 |
|---|---|
| Azulino - Imobiliária, SA | 4,154,388 |
| Bertimóvel - Sociedade Imobiliária, SA | 19,071,000 |
| Canasta - Empreendimentos Imobiliários, SA | 2,520,000 |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | 64,000 |
| Citorres - Sociedade Imobiliária, SA | 3,301,000 |
| Contibomba - Comércio e Distribuição de Combustíveis, SA | 26,000 |
| Contimobe - Imobiliária Castelo Paiva, SA | 59,031,000 |
| Continente Hipermercados, SA | 129,621,000 |
| Cumulativa - Sociedade Imobiliária, SA | 2,668,000 |
| Edições Book.it - SA | 3,355,000 |
| Farmácia Selecção, SA | 2,866,000 |
| Fozimo – Sociedade Imobiliária, SA | 1,768,000 |
| Good and Cheap - Comércio Retalhista, SA | 15,771,000 |
| Hipotética - Comércio Retalhista, SA | 10,231,000 |
| Igimo – Sociedade Imobiliária, SA | 648,000 |
| Iginha – Sociedade Imobiliária, SA | 12,443,500 |
| Imoconti – Sociedade Imobiliária, SA | 15,758,389 |
| Imoestrutura - Sociedade Imobiliária, SA | 395,078 |
| Imomuro - Sociedade Imobiliária, SA | 4,073,897 |
| Imoresultado – Sociedade Imobiliária, SA | 433,000 |
| Imosistema - Sociedade Imobiliária, SA | 4,252,266 |
| MJLF - Empreendimentos Imobiliários, SA | 3,423,000 |
| Modelo Continente Seguros - Sociedade de Mediação, Lda | 2,987,250 |
| Pharmaconcept - Actividades em Saúde, SA | 143,000 |
| Pharmacontinente - Saúde e Higiene, SA | 11,338,000 |
| Predicomercial - Promoção Imobiliária, SA | 9,547,340 |
| Raso, SGPS, SA | 2,500,000 |
| Selifa - Sociedade de Empreendimentos Imobiliários, SA | 3,588,926 |
| Sempre à Mão - Sociedade Imobiliária, SA | 49,270,128 |
| Sesagest - Projectos e Gestão Imobiliária, SA | 30,415,348 |
| Socijofra - Sociedade Imobiliária, SA | 7,342,145 |
| Sociloures - Sociedade Imobiliária, SA | 26,641,721 |
| Soflorin, BV | 334,776,610 |
| Sonae MC - Modelo Continente, SGPS, SA | 524,601,000 |
| Sonae Retalho España, SA | 200,046 |
| Sonaerp - Retail Properties, SA | 222,914,988 |
| Sondis Imobiliária, SA | 16,065,265 |
| Sontária - Empreendimentos Imobiliários, SA | 2,893,380 |
| Tlantic Portugal - Sistemas de Informação, SA | 77,000 |
| Valor N, SA | 3,887,000 |
| 1,545,063,665 |
As at 30 September 2010 amounts owed to affiliated undertakings can be summarized as follows:
Current obtained loans (Note 11)
| Company | 30.September.2010 |
|---|---|
| BB Food Service, SA | 996,000 |
| Contibomba - Comércio e Distribuição de Combustíveis, SA | 146,743 |
| Chão Verde - Sociedade de Gestão Imobiliária, SA | 2,894,023 |
| Efanor - Design e Serviços, SA | 2,863,000 |
| Estevão Neves - Hipermercados da Madeira, SA | 8,162,000 |
| Fozmassimo - Sociedade Imobliária, S.A. | 192,000 |
| Modelo Continente Hipermercados, SA | 122,662,000 |
| Modelo Hiper - Imobiliária, SA | 2,154,000 |
| Modelo.Com - Vendas por Correspondência, SA | 11,843,000 |
| Solaris - Supermercados, SA | 5,601,000 |
| Sonae Center Serviços II, SA | 13,790,000 |
| Sonae - Specialized Retail SGPS, SA | 341,048,000 |
| Todos os Dias - Comércio Ret. e Expl. de Centros Comerciais, SA | 1,233,000 |
| Worten - Equipamentos para o Lar, SA | 31,227,000 |
| 544,811,766 |
The Board of Directors
Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
Nuno Manuel Moniz Trigoso Jordão
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