1 4Q10 Earnings Release SONAE SIERRA BRASIL ANNOUNCES ADJUSTED EBITDA OF R$141.4 MILLION IN 2010, AN INCREASE OF 42.1% OVER 2009 São Paulo, March 28, 2011 – Sonae Sierra Brasil S.A. (BM&FBovespa: SSBR3), one of Brazil’s leading shopping mall developers, owners and managers, announces today its results for the fourth quarter (4Q10) and full year of 2010. The financial and operating information outlined below are based on amounts consolidated in accordance with accounting policies adopted in Brazil and in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board - IASB, and correspond to the comparison of the results obtained in 2010 with the previous year, also adjusted to the new accounting standard. Highlights The Company’s Net Revenue increased 7.7% in the 4Q10 and 20.0% in 2010, totaling R$ 185.0 million. Adjusted EBITDA had a significant increase of 19.4% in 4Q10 and 42.1% in 2010, totaling R$ 141.4 million. The adjusted EBITDA Margin reached an impressive level of 76.4% in 2010 compared to 64.6% in 2009. Adjusted FFO increased by 30.7% in 4Q10 and 60.2% in 2010, reaching R$ 124.6 million. The occupancy rate of our shopping malls reached 98.0% in 2010 compared to 97.2% in 2009. Same-store sales (SSS) had a 9.5% growth in 2010. Same-store rent (SSR) had a significant growth of 8.0% in 2010. Investors Relations Carlos Alberto Correa Investors Relations Officer Murilo Hyai Investors Relations Manager Email: [email protected]Phone: +55 (11) 3371-4188 4Q10 CONFERENCE CALLS Portuguese March 30, 2011 9 am (New York time) 10 am (Brasilia Time) Phone: (55 11) 2188-0155 Code: Sonae Sierra Brasil English March 30, 2011 10.30 am (New York time) 11.30 am (Brasilia Time) Phone: (1 412) 317-6776 Code: Sonae Sierra Brasil
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1
4Q10 Earnings Release
SONAE SIERRA BRASIL ANNOUNCES
ADJUSTED EBITDA OF R$141.4
MILLION IN 2010, AN INCREASE OF
42.1% OVER 2009
São Paulo, March 28, 2011 – Sonae Sierra Brasil S.A.
(BM&FBovespa: SSBR3), one of Brazil’s leading shopping
mall developers, owners and managers, announces today
its results for the fourth quarter (4Q10) and full year of
2010. The financial and operating information outlined
below are based on amounts consolidated in accordance
with accounting policies adopted in Brazil and in accordance
with the International Financial Reporting Standards (IFRS)
issued by the International Accounting Standards Board -
IASB, and correspond to the comparison of the results
obtained in 2010 with the previous year, also adjusted to
the new accounting standard.
Highlights
The Company’s Net Revenue increased 7.7% in the
4Q10 and 20.0% in 2010, totaling R$ 185.0 million.
Adjusted EBITDA had a significant increase of 19.4% in
4Q10 and 42.1% in 2010, totaling R$ 141.4 million.
Considering the profile of our debt, our cash flow, retained earnings, the proceeds
from the company's IPO in 2011, and our liquidity position, we believe that we are in
a comfortable situation in terms of capital resources that are sufficient to cover our
investment plan, expenses, debts, and other amounts to be paid in the coming years.
SHOPPING CENTERS’ SALES PERFORMANCE
Sales in the Company’s malls totaled R$ 1,119 million in 4Q10, a 14.0% increase over
the same period in 2009, and R$3,545 million for the year 2010, 16.6% higher than in
2009.
The best performing malls were Manauara Shopping, Franca Shopping, Boavista
Shopping and Penha Shopping, with respective sales growth of 97.5%, 22.5%, 18.1%
and 16.9%. The excellent growth recorded by the Manauara mall was partially due to
2010 being its first full year of operations, but also reflected its accelerated maturity,
while the strong performance of Franca Shopping, Boavista Shopping and Penha
Shopping reflected the reduction in their vacancy rates over the previous year.
OPERATING HIGHLIGHTS
The operating income of Sonae Sierra Brasil in 2010 reflects the growth trend of the
Company before a very favorable period for retail and the Brazilian shopping malls
sector. At the end of 2010, the occupancy rate in our shopping centers reached 98.0%
of the GLA, compared to 97.2% at the end of 2009. The same-store sales (SSS)
recorded a growth of 9.5% during the period, while the same-store rent (SSR)
recorded an increase of 8.0%.
7.2 9.7 27.1 27.1 26.4
104.3
2011 2012 2013 2014 2015 2016 and on
Bank Loans Debt Amortization Schedule (R$ million)
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4Q10 Earnings Release
Occupancy Rate
Same Store Sales and Same Store Rent
ONGOING PROJECTS
Sonae Sierra Brasil currently has eight ongoing projects, comprised of three greenfield
projects and five expansions, which should increase owned GLA by approximately
92% to 392.0 thousand sqm by 2013. It is worth noting that this substantial growth
includes only those projects already in our pipeline and excludes future projects yet to
be announced.
97.3%
96.3%
97.0%97.2%
98.3% 98.5% 98.4%98.0%
1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10
Occupancy (% GLA)
1,028 1,122
824 902
4Q09 4Q10 2009 2010
SSS/sqm
9.1%
9.5%
55 61
45 49
4Q09 4Q10 2009 2010
SSR/sqm
9.5%
8.0%
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4Q10 Earnings Release
NEW PROJECTS (GREENFIELD)
Sonae Sierra Brasil’s strategy is to develop greenfield projects that have the potential
to become the leading malls in their regions. Based on this strategy, we have three
such projects in our portfolio. Construction on two of these – Uberlândia Shopping and
Boulevard Londrina Shopping – is already under way and a high percentage of leasing
contracts have already been signed (77% and 64% of GLA, respectively).
Construction of the third mall, Passeio das Águas Shopping (in Goiânia), is scheduled
to begin in 2011.
Uberlândia Shopping: Construction of this mall, located in Uberlândia, Minas Gerais,
began in February 2010 and opening is scheduled for the second half of 2011.
Approximately 77% of GLA was already leased as of December 31, 2010.
Uberlândia Shopping Project Illustration
204
39210
3
13
44
40
78
2010 2011 2012 2013 Total
Owned GLA Growth ('000 sqm)
Greenfields Expansion
Uberlândia
Londrina
Goiânia
Metrópole (I)
PDP (II)
Metrópole (II)
Tívoli
Campo Limpo
+92%
City Uberlândia
State MG
Expected Opening 2H11
GLA (‘000 sqm) 43.6
SSB’s ownership 100%
Contracted GLA 77%
Uberlândia Shopping
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4Q10 Earnings Release
Boulevard Londrina Shopping: Located in Londrina, the second largest city in the
state of Paraná, Boulevard Londrina Shopping began construction in September 2010,
and is scheduled to open in the second half of 2012. The mall’s GLA was already 64%
leased as of December 31, 2010.
Boulevard Londrina Project Illustration
Passeio das Águas Shopping: Construction of Passeio das Águas Shopping, located
in Goiânia, the capital and most important city of Goiás state, will begin in 2011, with
inauguration scheduled for 2013.
Passeio das Águas Project Illustration
City Londrina
State PR
Expected Opening 2H12
GLA (‘000 sqm) 47.8
SSB’s ownership 84.5%
Contracted GLA 64%
Boulevard Londrina Shopping
City Goiânia
State GO
Expected Opening 2013
GLA (‘000 sqm) 78.1
SSB’s ownership 100%
Contracted GLA 20%
Passeio das Águas Shopping
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4Q10 Earnings Release
EXPANSIONS
Expansion of Parque D. Pedro Shopping
Although we believe Parque D. Pedro Shopping to be Brazil’s largest mall in terms of
contiguous GLA, we decided to expand it to meet growing demand. The expansion
was planned in two phases in distinct areas of the mall, the first of which opened on
November 3, 2010 and the second is scheduled for inauguration at the end of 2012.
The first expansion added approximately 8.0 thousand sqm of built-up area and 5.4
thousand sqm of GLA, with 32 satellite stores and two anchor stores. The new space
was designed for stores focusing on fashion, further strengthening the mall’s store
mix with brands such as Nike, Adidas, L’Occitane, Siberian, Crawford, Ecko Unltd and
consumer electronic retailer Fast Shop. We believe the new mix will increase Parque
D. Pedro Shopping’s competitive advantages in the region, offering new purchasing
options and strengthening our image, especially with consumers in the upper and
upper-middle income groups.
The second phase should add 8.0 thousand sqm of built-up area and approximately
5.4 thousand sqm of GLA.
We have received all the necessary approvals for the Parque D. Pedro Shopping
expansions.
Internal view of Expansion Aerial View of Parque D. Pedro and Expansion
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4Q10 Earnings Release
Expansion and renovation of Shopping Metrópole – Phase I
We are currently renovating and expanding
Metrópole Shopping, given growing numbers
of visitors, which we expect to increase even
further with the addition of several high-end
commercial and residential towers adjacent
to the mall being developed by other
companies
Metrópole Project Illustration
Metrópole Expansion Construction Site
Campo Limpo Expansion
In early 2011, the Company also started the construction of the expansion of
Shopping Campo Limpo. The strong performance of this mall has mainly been fueled
by increased consumption of the lower income groups. The mall had an occupancy
rate of 99.9% as of December 31, 2010. The expansion, which is scheduled to open in
the second half of 2011, will add 2.5 thousand sqm of GLA.
Future Expansions
We plan to expand Tivoli Shopping due to its exceptionally healthy performance in
terms of revenue and occupancy. We therefore believe it is capable of supporting an
expansion of approximately 6.6 thousand sqm of GLA by the end of 2013.
In addition, we also plan to start construction for the second expansion of Parque D.
Pedro and for the second expansion in Metrópole in 2012. The second expansion of
Parque D. Pedro is expected to add 5.4 thousand sqm and should be opened by the
end of 2012 and the second expansion of Metrópole is expected to add 12.0 thousand
sqm and should be opened by the end of 2013.
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4Q10 Earnings Release
REINVESTMENT OF PROFITS AND DIVIDEND PAYMENT
POLICY
In accordance with Brazilian Corporate Law, it is the responsibility of our shareholders
to establish at the Annual General Meeting (AGM) the allocation of our net income for
the year end and the distribution of dividends from the preceding fiscal year.
According to the Company’s bylaws, shareholders are entitled to a minimum
compulsory dividend of 25% of net income, adjusted according to Brazilian
Corporation Law.
Retained Earnings
Retained earnings, which correspond to the profits remaining after the allocation of
the legal reserve and the reserve of unrealized profits and the distribution of
dividends, has as its main objective to meet capital investment plans for expansion,
modernization and maintenance of the shopping malls in operation and to develop our
shopping centers projects. For the year end December 31, 2010 the Board of
Directors will propose to the Annual General Meeting of Shareholders the amount of
R$ 99,175 thousand in retained earnings.
Dividend distribution
According to the Company’s bylaws, shareholders are entitled to a minimum
compulsory dividend of 25% of net income adjusted according to Brazilian Corporation
Law. These dividends were recorded on December 31, 2010, as shown below:
Dividend distribution
(R$ thousand)
Net income for the year (a) 139,194
Legal reserve (5%) (6,960)
Dividend Calculation Basis 132,234
Minimum compulsory dividends - 25% before the formation of Reserve of
Unrealized Profits (b) 33,059
Unrealized profits -
Equity in earnings (136,255)
Unearned income (c) (136,255)
Profit achieved in the year, corresponding to the compulsory minimum
dividends payable (a) - (c) = (d) 2,939
Formation of reserve of unrealized profits (b) - (d) 30,120
12/31/2010
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4Q10 Earnings Release
For year ended December 31, 2010, the compulsory minimum dividends totaled
R$ 2,939 thousand and the Board of Directors will propose to the Annual General
Meeting of Shareholders this amount to be distributed.
SERVICES OF INDEPENDENT AUDITORS - IN COMPLIANCE
WITH CVM INSTRUCTION No. 381/2003
The policies of the Company and its subsidiaries adopted in relation to hiring the
services of independent auditors have the purpose of ensuring that there is no conflict
of interest and/or loss of independence or objectivity of the auditors.
During the year ended December 31, 2010, the Company's independent auditors,
Deloitte Touche Tohmatsu, were hired for additional services to examine the financial
statements. These additional services relate to the process of the public offering and
distribution of the Company's primary shares and the respective fees totaled R$
453,000.
HUMAN RESOURCES
On December 31, 2010, our wholly owned subsidiaries, Unishopping Administradora
Ltda. Unishopping Consultoria Ltda., and Sierra Investimentos Ltda., had 146
employees (127 on December 31, 2009).
We grant the following benefits to all our employees: health insurance, life insurance,
and personal injury insurance. Beyond these benefits, managers and directors are
provided with benefits relating to auto and fuel costs. Benefits are granted based on
functional groups and are provided in accordance with our compensation policies.
We are registered in PAT (Worker’s Meal Program) and offer food vouchers for all our
employees.
We do not have an incentive compensation policy based on shares. However,
employees are eligible to receive short-term variable compensation based on
achieving individual KPIs. Executive officers are also entitled to long-term
compensation.
24
4Q10 Earnings Release
ENVIRONMENTAL SUSTAINABILITY
Activities related to the shopping mall segment in Brazil are subject to regulations and
licensing requirements as well as federal, state, and city environmental control. The
procedure for obtaining environmental licensing is necessary both for the initial
development and construction stages of each property as well as for any expansion of
the shopping centers, and the licenses granted must be periodically renewed.
In this sense we can affirm that we maintain high standards of environmental and
corporate responsibility as part of our goal to maintain sustainable development. We
have adopted environmental policies and practices that benefit the environment more
than those required by existing regulations that apply to us.
It should be made clear that we have been pioneers in developing new concepts of
safety systems and environmental practices. The Company also has received the ISO
14001:2004 certification in recognition of its management of environmental issues in
all the shopping malls in operation in our portfolio. Additionally, Parque D. Pedro
Shopping and Shopping Penha received the OHSAS 18001:2007 certification in
occupational health and safety in October 2008 and December 2009 respectively.
Shopping Plaza Sul was also recommended for OHSAS 18001.
SUBSEQUENT EVENTS
Reverse split of shares
The Extraordinary General Meeting of shareholders held on January 11, 2011
approved the reverse split of the common shares issued by the Company in the
proportion of 10 shares for 1 share of its kind, reducing the number of common
shares from 531,727,887 to 53,172,788, which were distributed among shareholders
in the same proportion owned by each of them prior to the reverse split. The
Company's capital was maintained at R$ 532.8 million.
Capital increase
On February 7, 2011, the Company's Board of Directors approved the capital increase,
which is still within the limit of authorized capital, from R$ 532.8 million to R$ 967.6
million, which is an increase of R$ 434.8 million done by subscribing and paying
21,739,130 common shares issued by the Company still under the primary public
distribution of shares at a subscription price of R$ 20.00 (twenty reais) per share
according to the Final Public Offering Memorandum of Primary Distribution of Common
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4Q10 Earnings Release
Shares issued by Sonae Sierra Brasil S.A. ("Final Offering Memorandum"), as recorded
in the Brazilian Securities and Exchange Commission ("CVM").
On March 4, 2011, the Company's Board of Directors approved the capital increase,
which is still within the limit of authorized capital, from R$ 967.6 million to R$ 997.8
million, which is an increase of R$ 30.2 million done by subscribing and paying
1,511,913 common shares issued by the Company still under the primary public
distribution of shares due to the partial exercise of the Over-Allotment Option by the
Lead Manager in accordance with the provisions of the Underwriting Agreement,
Placement and Firm Guarantee Payment of Common Shares issued by Sonae Sierra
Brasil S.A. ("Underwriting Agreement") entered into on February 1, 2011 at the
subscription price of R$ 20.00 (twenty reais) per share.
Construction Loan
On January 15, 2011 the subsidiary Pátio Londrina Shopping Ltda. signed with Banco
Bradesco S.A. a contract to finance the construction of Shopping Londrina. This loan
of up to R$ 120 million has a fixed rate pegged to the Referential Rate - TR plus
10.90% per annum. The contract term is 15 years with a grace period of two years for
the portion of interest. After this period, the balance due is payable in up to 156
successive monthly installments. The loan is secured by a mortgage lien on the
shopping mall's property. The Company is the guarantor of this operation.
Settlement of the loan agreement with the associated company Sierra Brazil
1 BV
On February 8, 2011, the Company settled the debtor loan agreement with the
associated company Sierra Brazil 1 BV (the Company's majority shareholder),
amounting to R$ 76.2 million. The payment for this loan was already planned as part
of the disposition of resources from the Company's initial public offering as described
in the Final Public Offering Memorandum dated February 01, 2011.
26
4Q10 Earnings Release
GLOSSARY
GLA (Gross Leasable Area): Equivalent to the sum total of all the areas available for leasing in the shopping malls.
ABRASCE: Brazilian Shopping Mall Association.
BM&FBOVESPA: BM&FBovespa S.A. - Securities, Commodities and Futures Exchange.
CSLL: Social contribution tax on net income.
EBITDA: Operating income before financial result + depreciation and amortization - gain from fair value of investment properties
Adjusted EBITDA: EBITDA adjusted for the effects of non-recurring expenses effect
FFO (Funds from Operations): EBITDA +/- Net financial result – current income and social contribution taxes
Adjusted FFO: FFO adjusted for the effects of non-recurring expenses.
IFRS: International Financial Reporting Standards.
IGP-M: General Market Price Index, published by the FGV.
IPCA: Consumer Price Index, published by the IBGE.
Anchor Store or Large Anchors: Well-known stores with special marketing and structural features that serve to attract consumers, assuring continuous visitor flows
and uniform traffic in all areas of the mall.
Satellite Stores or Satellites: Small stores without special marketing or structural
features located around the anchor stores and aimed at general commerce.
NOI (Net Operating Income): Gross revenue from malls (excluding service
Novo Mercado: A special listing segment of the BM&FBOVESPA with special corporate governance rules determined by the Novo Mercado Regulations.
Shopping Mall: A shopping and entertainment center that unites businesses from a
diversified range of retail and service segments in a single site. Malls are subject to rigorous planning following careful studies of the consumption potential of the area they are intended to influence and serve.
SSR (same-store rent): Relation between invoiced rent for the same operation in
the current period compared to previous period.
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4Q10 Earnings Release
SSS (same-store sales): Relation between sales for the same tenant in the current period compared to the previous period.
Occupancy Rate: Ratio between leased area and total GLA of each mall at the end of
each period.
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4Q10 Earnings Release
APPENDICES
Consolidated Balance Sheet
(R$ thousand) 2010 2009 %
ASSETS
CURRENT
Cash and cash equivalents 61,566 86,252 -28.6%
Accounts receivable, net 21,650 18,003 20.3%
Taxes recoverable 9,659 7,367 31.1%
Advances to suppliers 183 188 -2.7%
Prepaid expenses 175 196 -10.7%
Other credits 5,801 3,139 84.8%
Total current assets 99,034 115,145 -14.0%
NON-CURRENT
Long-term receivables:
Restricted financial investments 557 418 33.3%
Accounts receivable, net 9,582 8,011 19.6%
Loans to condominiums 561 449 24.9%
Deferred income and social contribution taxes 13,590 16,829 -19.2%
Juducial deposits 3,584 2,877 24.6%
Other credits 2,461 1,563 57.5%
Related parties - 76 -100.0%
Investments 19,033 16,874 12.8%
Investment properties 2,181,412 1,889,175 15.5%
Fixed 4,532 3,468 30.7%
Intangible 873 299 192.0%
Total non-current assets 2,236,185 1,940,039 15.3%
TOTAL ASSETS 2,335,219 2,055,184 13.6%
29
4Q10 Earnings Release
Consolidated Balance Sheet
(R$ thousand) 2010 2009 %
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Loans and financing 7,171 65,763 -89.1%
Brazilian suppliers 15,807 10,791 46.5%
Taxes payable 6,602 4,472 47.6%
Salaries, wages and benefits 6,733 7,661 -12.1%
Technical structure 5,410 5,362 0.9%
Related parties 85,599 85,281 0.4%
Dividends payable 2,939 6,239 -52.9%
Other obligations 11,370 9,127 24.6%
Total current liabilities 141,631 194,696 -27.3%
NON-CURRENT
Loans and financing 194,677 117,725 65.4%
Key Money 11,838 7,170 65.1%
Accounts payable - land purchases 25,000 - 100.0%
Deferred income and social contribution taxes 278,943 229,811 21.4%
Provisions for contingencies 10,906 12,368 -11.8%
Provisions for variable compensation 427 1,005 -57.5%
Total non-current liabilities 521,791 368,079 41.8%
SHAREHOLDERS' EQUITY
Capital stock 532,845 529,784 0.6%
Capital reserve 96,198 90,817 5.9%
Profit reserve 648,344 512,089 26.6%
Equity attributable to owners of the parent company 1,277,387 1,132,690 12.8%
Advance for future capital increase - 1,784 -100.0%
Equity attributable to owners of the parent company
and advance for future capital increase1,277,387 1,134,474 12.6%
Minority interest 394,410 357,935 10.2%
Total shareholders' equity 1,671,797 1,492,409 12.0%
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 2,335,219 2,055,184 13.6%