grupo pestana sgps management report financial statements
Transcripción
grupo pestana sgps management report financial statements
GRUPO PESTANA SGPS MANAGEMENT REPORT FINANCIAL STATEMENTS ENGLISH GRUPO PESTANA SGPS MANAGEMENT REPORT FINANCIAL STATEMENTS INDEX 05- Individual and Consolidated Management Report 06-Introdution 08-The Fiscal Year 2009 - General Environment 13-The Consolidated Universe of Grupo Pestana, S.G.P.S. in 2009 20-Grupo Pestana - S.G.P.S., S.A., Individual Financial Statements 21- Profit Distribution Proposal - Liabilities to the State and Social Security 22-The Future 23-Relevant Facts already occurred in 2010 - Thanks 24- Financial Statements 25-Balance Sheet 27- Profit and Loss Statement by Nature 28-Profit and Loss Statement by Functions 29- Cash-flows Statements 30- Notes to the Financial Statements 31- Introduction -Bases of Presentation and Accounting Principles 33-Exchange Rates Used 33-Taxation -Average Number of Employees 34-Fixed Assets Movements 34-Group and Associated Companies 36-Guarantees Provided -Share Capital Breakdown -Companies Holding more than 20% of the Share Capital -Movements in Shareholders Equity 37- Statement of Financial Results -Statement of Extraordinary Results 38 - Other Relevant Information 40- Consolidated Financial Statements 41- Grupo Pestana SGPS, SA.- Consolidated Balance Sheet 43-Consolidated Profit and Loss Statement by Nature 44-Consolidated Profit and Loss Statement by Functions 45-Consolidated Cash-flows Statement 46-Notes to the Consolidated Financial Statements 47- Introduction 48-Basis of Consolidation -Consolidated Companies 50-Companies Excluded from the Consolidated Financial Statements -Other Financial Investements % of Owned Share Greater than 10% -Average Number of Employees -Appropriate and Fair Presentation 51- Consolidation Differences 52-Depreciation of Consolidation Differences -Guarantees Provided 53-Basis of presentation and accounting principles 56-Exchange Rates Used - Fixed Assets Movements 57-Movements in Adjustments 58-Debts to Third Parties (more than 5 years) - Debts to Third Parties covered by Real Warrantees -Sales and Services Rendered by Bussiness Area and Geographical Market 59- Differences between the Accounting and Tax Results 60-Wages of Board Members - Revaluation of Tangible Assets - Tangible Assets Historical Costs and Revaluations 61- Consolidated Statement of Financial Results -Consolidated Statement of Extraordinary Results 62-Movements in ProvisionsFinancial Leases -Financial Leases 63- Report and Opinion of the Statutory Auditor 65- Auditor Report Consolidated Financial Statements 67- Auditor Report Individual Financial Statement INDIVIDUAL And Consolidated Management Report FISCAL YEAR 2009 In the terms of the Law, we have the honor to submit for your appreciation and approval the Board of Director’s Report and the individual and consolidated financial statements for the year ended as at December 31st 2009. 1. INTRODUCTION The “Grupo Pestana - SGPS, SA” is the Holding company that controls the group of companies owned by Family Pestana. Established in 2003, this Portuguese Holding recorded its seventh year of operation. Throughout this period our company has experienced sustained growth which reflects the evolution that the Group has had on its activity in recent years. GRUPO PESTANA SGPS S.A. MANAGEMENT 06 REPORT FINANCIAL STATEMENTS The 2009 consolidated financial statements include the following companies: 3HVWDQD 0DQDJHPHQW 3HVWDQD 6D~GH9LGD , , +RWpLVGR $WOkQWLFR 6DOYRU , , 'MHEHO 5LR3UDWD , , &DUYRHLUR*ROIH 0HG ,PRELOLiULD (XUR$WODQWLF $LUZD\V , $PRUHLUD , (3 ,QWHUYLVD /LVERD , &DUOWRQ3DOiFLR , 3RUWR&DUOWRQ , *XLDWXU , , 3HVWDQD ,QYHUVLRQHV , , , (QHUJyOLFD , 6'0 , +HUGDGHGD $EUXQKHLUD $UJHQWXU ,QYHUVLRQHV 9LVWDOSDUTXH , 6XULQRU 4WD %HORXUD &DUOWRQ/LIH 6*36 &RWD , &DSH*UHHQ , (3 , , 0XQGR ,PDJLQDomR &DUYRHLUR*ROIH $SOLFDo}HV 0~OWLSODV ,7, , 3HVWQD0LDPL 7URLD% $OEDU 3RQWDGD&UX] , 9LTXLQJXH (3 , , , 3HVWDQD &LGDGHOD , 0-3HVWDQD , '-RmR,, & , (XURJROIH , 1DWXUD;;, (PSUHHQG 7XUtVWLFRV 6RXWKHUQ (VFDSHV *UXSR3HVWDQD 3RXVDGDV , , &RQYHQWR GR &DUPR , (3 (QDWXU , , :LOGEUHDN , , & 6DOYLQWXU GRUPO PESTANA SGPS S.A. MANAGEMENT &DUOWRQ/LIH 6HUYLoRV &DUOWRQ /LIH &XLGDGRVH $SRLR &DUOWRQ /LIH UHVLGrQFLDVH 6HUYLoRV 5ROOGRZQ *ROI (LUDGD/RED 07 , 3HVWDQD ,QYHVWLPHQWRV REPORT FINANCIAL STATEMENTS , , , , , 2. THE FISCAL YEAR 2009 GENERAL ENVIRONMENT The World Economy had in 2009, as expected, a bad year. In line with the effects of the economic and financial crisis that began in 2007 and reached its greatest evidence in September 2008 when it occurs the bankruptcy of a leading Investment Bank, having a global business impact although being American capital, national economies presented, in general, negative results in this financial year. cial problem for families, particularly those most vulnerable. The fight against this social problem is even more difficult while the high levels of indebtedness in Portuguese society remain. It needs to have the courage to take measures to invert this cycle of debt, in order to make the macroeconomic framework healthier, so this may have positive effects in daily activities of companies and families. In summary, 2009 was a year with a very difficult economic environment, which end is not quickly perspectived, despite some positive signs of economic recovery, stronger in developing economies (Brazil, China or India) but also, although fainter and less consolidated, in some of the more developed economies (U.S. and Germany). Thus, the more developed economies showed growths of its Gross Domestic Product negative or very close to zero. In the U.S., Japan and also in the Euro Zone, none of the more developed economies escaped from this negative trend in the growth of national wealth. So, as the end of the year approached and the actual values of different indicators were being known, increasing signs of alarm and great concern were noted. Perspectives The European economies, in general, including all those where the main flows of tourists come from, faced the rising of unemployment and the falling of confidence and consumption following the degradation of the investment and the domestic product. The year 2010 seems to continue with turbulent times in the financial sector, with its negative effects that will contaminate the whole economy. Particularly in Europe but affecting, in general, the more developed economies, regarding this new reality, it will be seen the correction of structural deficits and the adjustment of consumption levels, public and private. Especially in the Euro Zone, occurred the deterioration in the competitiveness of economies, whether by the excessive rise of the Euro, or by the high indebtedness levels. These values of debt are even more worrying because they involve the State, the financial sector, companies and, finally, the families thus embracing the public and private sectors in its different aspects. The crisis combat made through aggressive public policies – some of the key measures adopted aimed the increase in public investment and support to companies with large employment levels – and by the Central Banks – by lowering interest rates and taking extraordinary actions such as granting loans to companies or injecting liquidity in financial systems – had contributed to mitigate, in the short term, the drastic effects of the crisis, but will force even more extraordinary actions to combat other tensions that excessive indebtedness will not fail to provoke. Portuguese economy, naturally as an open economy, also saw its performance deteriorate. The most negative signal was, however, the significant growth of unemployment that has increased successively since the last quarter of 2007. The unemployment problem is probably the biggest challenge for public policies in the near future, not only by its growth trend, but especially by the so- GRUPO PESTANA SGPS S.A. MANAGEMENT In the present context, it is forecasted for the current year a two-speed economy. On one hand the 08 REPORT FINANCIAL STATEMENTS developing countries, strongly competitive in the exports and with great potential domestic markets, which will grow with very satisfactory rates. On the other hand the more developed economies, including the vast majority of Europe, which will maintain the climate of stagnation or depression started from the fourth quarter of 2008. expectation for the sector (WTO - World Tourism Organization, estimate a long-term average annual growth of +4% per year). The decrease in 2009 occurred mainly in Europe and America, where the reductions reached values between -7% and -8%. In Africa and in Asia-Pacific zone occurred smaller reductions, below -3%. As a result of this financial crisis is now a consensus that the populations of more developed economies need to change their behavior patterns. It will be necessary to reduce consumption levels, increase savings rates, increase productivity levels and change, reducing the benefits, some of the social protections that have been introduced over the economical growth years. These measures, naturally, will not be popular or well accepted fact that can result in a climate of instability and conflict This result in Europe and America is a corollary of the reduction occurred in all segments of tourism. The “Corporate” segment was the most affected with significant reductions, whether in individual segment or in the market segment of “MICE - Meetings, Incentives, Congresses and Events”. To this fact is not strange the timing coincidence between the corporate budgets completion for 2009 and the broadly talked insolvency of Lehman Brothers in late September 2008. There were overall cuts in costs that have drastically reduced spending on travel and budgets for training and marketing, the main areas of “MICE” segment. Tourism Sector The Tourism sector, Grupo Pestana core business, had a difficult year in 2009. The sector was not immune to the economic crisis and there was, consequently, a reduction in demand at a global level. The market originated by Tour Operators also noted very significant reductions but not uniform for all destinations or channels. Consequently, the destinations most favored by domestic demand resented less than the ones that depend more from international markets. And, within the international markets, those destinations more dependent from English market and with the prices setup in Euro were the most affected. This is largely explained by the British pound devaluation against the Euro, On average, for the first time in recent years, there was a worldwide decrease in tourism demand around 5% (estimated by WTTC - World Tavel & Tourism Council). The trend registered in recent years was, therefore, interrupted (in the last decade the global tourism grew by an average of +5% per year), and also contradict the recent long-term GRUPO PESTANA SGPS S.A. MANAGEMENT 09 REPORT FINANCIAL STATEMENTS which turned tourism travelling much more expensive for the English market, even in situations where there was no increase in prices in Euro. The marketing effort of hoteliers and travel agents in Euro Zone to jointly offer excellent quality/price deals had not produced the desired effects, particularly in the English market, very influenced by the exchange rate issue already mentioned. do not occur only in marketing models. Also in the information services to potential tourist / customer, either about the destinations and their attractions, or with the reviews of other travelers or product users, the usage of Internet is becoming a normal universal practice. We are in the era of “Social Media” emerging, daily, new sites or new “blogs” about the various touristic products. Concerning the channels, the reduction was much more significant in the traditional channel than in the online channel. Though the ‘web based’ operators have also noted reductions on demand, this subgroup had a better performance than the sector’s average. This trend is explained by the increasing use of Internet in the purchase process, being Tourism one of products most purchased on-line. For the companies, it is imperative to play this game, developing and giving visibility to their own Internet sites, establishing partnerships and being constantly aware of the feedback formed about their own products. Thus, the “BRAND” concept acquires increasing importance in marketing strategy of tourist businesses. The development of a Brand, its reputation and the association with the values that they want to show to the market, are key factors in a sustained growth strategy in Tourism. This is why professionals from large retail and consumption area have joined the sector in recent times. As a consequence of these facts - the increasing importance of Internet and deconsolidation at the purchase level of the tourism product - the direct segment recorded results not so lower it would be expected. Also in Direct Customers there was a positive development in the electronic channel through sales made in the Group’s own sites. This sub-segment was the one that presented the fastest growing and prove the change that has occurred with sales on the Internet on recent years. Another key activity for Tourism is air transport. In 2009 the companies of this sector reported high losses related to lower levels of demand. Clearly the economic environment has a direct influence in the more or less spending on vacations and business trips. Despite these expenses are not questionable, for an important portion of the population, travels are not so frequent, periods are shorter and spending less. On the other hand, in the air transport sector significant innovations Related to “web”, the technological advances, the new partnerships and the emergence of innovative services have driven the market, intensifying competition. The presence and influence of the “web” GRUPO PESTANA SGPS S.A. MANAGEMENT 10 REPORT FINANCIAL STATEMENTS have occurred, regulatory measures and changes in needs, which has caused a true revolution in the industry. We assist to a consolidation phenomenon, either through the establishment of global alliances or through the purchase of less competitive companies by other better prepared, and to strengthening of competition among the major players. a first level of competition. Also at this level, considering the efforts put by many countries, or regions, on the creation and growth of new destinations (have emerged in the market new products and extremely aggressive promotional campaigns, sponsored by large public investment), the competition has been strongly increased. For a winning strategy in business organizations it is, therefore, necessary to correct management of tourism destinations where their units are located. The destinations are facing new challenges that will only be able to win through strategies that improve the product, acting at the infrastructures that are essential in order to have a sustainable quality tourism that raises the level of the service offered. This is only possible if a culture of Tourism is developed and if there is effectiveness in the promotion, which involves using the right channels and appropriate instruments to the strategy that has been established. Regarding to tourism, the most significant market change in air transport was the business model introduced in the past by the so called “Low Cost” companies. Their growing presence in the market, and the reaction that other operators need to take to boost their competitive conditions, have caused the significant fallen of the average price of air travel. This result was enhanced by the Open Air policy that most of the countries followed. In fact, if in parallel with the growing importance of the “web” the trend already described for the deconsolidated purchase of the tourism product is intensified, tourist do not prefer the “package solution” and get the freedom to buy the different components from different players, this causes a negative reaction of the traditional tour operators who see part of its market threatened. Often, this reaction leads to strategies of divestment in some destinations, where air travel has become more liberalized and more accessible with the entry of low-cost airlines, and focusing of operations in other destinations still more protected and where those airlines cannot enter or are not present. While the balance is not restored, these reactions can significantly shuffling market forces and can cause reductions in demand because, traditionally, the great effort to promote the tourist destination was achieved, even with financial support from hoteliers and public sector, by tour operators who have made the divestment decisions. For that reason, companies face an unfavorable economic environment that reduces demand and involve more difficult conditions for the exercise of its activity and still must respond to significant changes in business models and to the intensification of competition, either at the Tourism Destinations where they operate or in terms of their specific activity in each destination. Accordingly, Tourism is much more competitive, forcing companies to continuously improve their levels of efficiency and effectiveness. This requires better business strategies, which result in more and better products and services offerings that bring greater value to customers. That is, increasing productivity levels through enhancing employees’ skills and achieving greater synergies and economies of scale has become imperative for survival, besides a rule of good management. Hence, the merger between companies is a certainty in the short term. It is also true that distribution channels have experienced significant changes. The traditional Tour operators have traced a consolidation strategy, which, in the first stage, consisted in a merger with other traditional players and, subsequently, in the acquisition of “Web Based” operators, some of them with privileged links with airlines, with concept of low cost or with mixed operating systems. However, the management models of different brands and concepts in the same organization are not yet mature enough to take combined strategies and at the decision-makers level, with influence in daily activity, different brands or concepts act individually. In Portugal the behavior of the tourism sector in 2009 followed the international trends. The tourism demand decreased whatever the indicator used: 6.4% in overnight stays, 3.1% in number of guests, 5.4% in hotels occupancy rate, also 5.4% in air passenger movements, 9.7% in the total income of Hotels and 7.1% in total revenue of the sector. The results were worse in the main touristic regions (Algarve, Lisbon and Madeira, which represent 72.1% of overnight stays) and in Azores than in other regions. Alentejo and the North still had demand increases, but, as the other regions of Portugal, the RevPar (revenue per available room) fallen, which is the main indicator of the potential In this way, we have seen the growing importance of tourism destination’s management that are now GRUPO PESTANA SGPS S.A. MANAGEMENT 11 REPORT FINANCIAL STATEMENTS profitability of hotel companies. the Leisure sector does not suffer quite significant instability, it may be expected a year not as bad as the previous one, because there are even some countries where the market expects very positive developments in the economic environment and tourism demand (some of them, like Brazil or South Africa, with physical presence of the Pestana Group). Concerning to the demand by nationalities, the Portuguese tourism suffered mainly by the reduction in the English market (-23%), as a reflex of the British pound devaluation against the Euro that occurred during the year, and, to a lesser extent, the German market (-9%). We have to mention the increase occurred in the domestic and Spanish market, proving the thesis that in situations of economic crisis the proximity markets react more quickly In terms of prospects for 2010, there are clear signs of concern, in large part motivated by the continuation of the current climate of economic and financial crisis. The continuation of the economic crisis, in addition to demand reduction, has another quite perverse effect, as a result of liquidity scarcity in financial systems. By this way, many companies got into difficulties, having, in some cases, uncompleted projects, and, in others, units already operating and facing great difficulties that have adopted very aggressive strategies at pricing and payment terms. The adoption of such strategies have a negative impact firstly in themselves but in the end of the day drags the entire industry to higher levels of difficulty, especially because there is not an insolvency system that quickly responds to these situations. Thus, units economically inefficient and insolvent continue operating through times with very perverse effects for all. There are however some signs of recovery in the market. It is not expected to return to 2007 levels, but the performance of the segment “Corporate” will, for sure, be higher than in 2009. This way, if GRUPO PESTANA SGPS S.A. MANAGEMENT 12 REPORT FINANCIAL STATEMENTS 3. THE CONSOLIDATED UNIVERSE OF GRUPO PESTANA SGPS, S.A. IN 2009 sadas de Portugal”, under the management of the Group; Introduction In the 2009 operational activity of the Pestana Group companies, the following investments should be pointed out n The acquisition of land in Berlin for the construction of a future hotel unit in this European capital; n The signing of the concession agreement for “Cidadela” in Cascais with the purpose of installing a new unit of “Pousadas de Portugal” in that national monument; n Opening in March of “Pestana Promenade”, the latest unit of the Pestana group in Madeira, a 4-stars property with 275 housing units, of which 165 are operated in the regime of Timesharing; n The celebration of 25 years of the business area Timeshare Madeira, which operates, under this regime, 935 apartments, having currently a vacation club that involves more than 25 thousand families that makes the Pestana Group as one of the top European players in this industry; n Opening in May of “Pestana Bahia Lodge”, a new 5-stars unit with 93 apartments close to the existing Pestana Bahia Hotel; n Opening of the “Pousada de Estói” located in the Palace of Estói in Algarve with 63 rooms; n The continuation of the modernization program in the back-office systems, with the connection to the central system of the operations in London, Caracas and Buenos Aires and the implementation of new software that allows document management throughout the Group in Portugal; n The opening of the “Pousada de Viseu” located in the old ”Hospital da Misericórida” with 84 housing units; n The opening of the “Pousada do Freixo” located in the Palace with the same name, with 88 rooms that quickly became one of the most notorious units in the city of Porto and in the Portuguese hotels offering; n The completion of the online integration project between the “Opera” system and website Pestana, improving significantly the integrated management of reserves for all hotel units; n Continued construction of the future “Pestana Chelsea Bridge”, in London, which opened in February of the current year; n The completion of the implementation of “Opera” system in all “Pousadas de Portugal” units; n The renewal of the “Pestana Palms,” an intervention that aimed to modernize this unit in order to adapt it to the new needs of the nowadays tourist; n The continuation of the integrated Sustainability project that aims to implement the best environmental and social practices in all operation Pestana; n The renewal of the “Pestana Rovuma” located in Maputo, hotel that marked the beginning of the internationalization of the brand Pestana Hotels & Resorts; n The continuation of the project “Criamar” – a charity organization which purpose is to support the full development of institutionalized young people. This project began in 2008 and had in its second year of activity a covering of more than two hundred and fifty young people in nearly a dozen institutions; n The continuation of the remodeling process of the “Pousadas de Portugal”, the program to upgrade the physical structures of the units of the group “Pou- GRUPO PESTANA SGPS S.A. MANAGEMENT 13 REPORT FINANCIAL STATEMENTS n The sale in December of the property of the former “Pestana Atalaia”, unit which was closed since the end of 2008; n The sale in December of the property of the current “Pestana Cascais”, with the subsequent signing of a 10-years lease contract for the maintenance of this unit under the Pestana Group management. The Group continues to implement its strategy by taking the necessary measures to adapt it to new market conditions, which are designed to have efficiencies gains and have more effectiveness in its operations. These objectives were pursued through a strong and combined commitment on two of the Brands currently managed: “Pestana Hotels & Resorts” and “Pousadas de Portugal”. Our Vision – To grow with solidness and passion in the five Continents will continue to guide the activity of the Group. Obviously the rhythm and mode are conditioned by the economic environment at each moment but we will not depart from our main goal. This objective will only be attainable if we are continuously focused on the improvement of efficiency and service rendered to customers, if we are innovative and fight against conformism, realizing the changes that are fundamental and implementing the decisions taken. GRUPO PESTANA SGPS S.A. MANAGEMENT 14 REPORT FINANCIAL STATEMENTS Results obtained by Geographical Areas TURNOVER Amounts in Million Euros Amount ∆ 2009/2008 Geographical Area 2009 2008 Madeira 79,2 88,7 -10,7% Algarve 40,5 45,7 -11,4% Great Lisboa Porto 52,0 58,1 -10,4% International 49,4 30,0 +64,6% Total 221,2 222,5 0,6% The difficulties that 2009 brought to tourism in Portugal had been reflected, naturally, in the evolution of turnover in the different areas. In the different Portuguese geographical areas there were decreases between -10.4% and -11.4% of total revenues, which reflects some homogeneity in the loss of income on all domestic destinations. In contrast, there was a rise in the international area that almost compensated for that decrease. The International Area rose as a result of the good performance of the hotels in Caracas, which operated the first full year in 2009, and Buenos Aires, in addition to the maintenance of operations in Africa. The evolution of the results by area is logically attached to the changes in turnover. There was, therefore, decreases in Portugal and rising in international results. However, it is necessary to note the resilience of the Group’s operations, which can provide positive results, in all areas, even with greater difficulties. GRUPO PESTANA SGPS S.A. MANAGEMENT 15 REPORT FINANCIAL STATEMENTS Results obtained by Business Area VOLUME DE NEGÓCIOS Turnover ∆ 2009/08 Business 2009 2008 Hotels 128,6 145,3 -11,5% Timeshare & Tourist Real Estate 26,6 23,9 +17,3% Tourist Animation 21,5 20,6 +4,4% Tourist Distribution & others 44,5 32,7 +36,1% 221,2 222,5 -0,6% Total Amounts in Million Euros In Tourist Animation, Madeira Casino deserves a special mention because, despite having reduced its profitability, it was in a minimal basis and continued to be the Group’s «cash cow». Either in absolute and relative terms, the greatest decrease occurred in the most important business area for the Group – Hotels. Turnover reduced 16.7 million Euros, representing a fall of -11.5% in relation to the previous year. Note that, of course, there was a decrease in profitability associated with this business area but, even so, all hotel operations had positive operating results. Although the good behavior of turnover, it should be noted that not all revenue growth results into greater results. There are sectors, such as tourism distribution, where the increase in activity has a little contribution, at least directly, for the cash flow generation. However, given the negative change verified in the main activity - Hotels - the results obtained show the good capability of the Company in managing costs and the flexibility of the income statement. In other business areas there were positive changes in turnover by the fact of new businesses entries. It is noteworthy that analyzing comparable operations with the previous year, it would be noted a reduction in activities of Timeshare and, especially, on Tourist Real Estate. Clearly, the real estate sector was the one who suffered the most with the current macroeconomic and financial environment. GRUPO PESTANA SGPS S.A. MANAGEMENT 16 REPORT FINANCIAL STATEMENTS Balance Sheet structure of Grupo Pestana – SGPS, S.A. Analyzing the Company’s Balance Sheet, it is possible to present the Group’s statement of origins and applications of capital, as follows: 2009 % TOTAL 2008 ∆ 08/07 2007 Fixed Assets 625.015 82,4% 592.925 5,4% 539.752 Current Net Assets 87.428 11,5% 59.485 46,9% 56.332 Cash and banks 46.189 6,1% 41.502 11,3% 39.805 758.632 100% 693.912 9,3% 635.889 CAPITAL APPLICATIONS Total Capital Applications AMOUNTS IN THOUSAND EUROS CAPITAL ORIGINS 2009 % TOTAL 2008 ∆ 08/07 2007 Shareholder’s Equity 284.310 37,5% 268.417 +5,9% 223.260 Minority Interests 41.617 5,5% 39.369 +5,7% 77.584 Debts to Shareholders 11.512 1,5% 6.148 +87,3% 6.663 337.439 44,5% 313.934 +7,5% 307.507 Total Shareholder’s Equity or Equivalent Provisions for risks and charges 1.085 0,1% 370 +193,2% 408 Medium/long term Debt 330.320 43,5% 237.887 +38,8% 185.722 Total Permanent Capitals 668.844 88,1% 552.191 +21,1% 493.637 Short term Debt 49.795 6,6% 96.811 -40,6% 86.276 Accruals and Deferrals 39.993 5,3% 44.910 -10,9% 55.977 758.632 100% 693.912 9,3% 635.889 Total Capital Origins AMOUNTS IN THOUSAND EUROS GRUPO PESTANA SGPS S.A. MANAGEMENT 17 REPORT FINANCIAL STATEMENTS The Capital Applications are focused in Fixed assets, representing more than 80% of the total. This fact derives from Hotels being the Company’s core business and, in opposition with the policy followed by other hotels chains, the Group Pestana opted to be the owner of the units under operation. This option implies, on one hand, a slower growth in terms of units and number of beds operated by the Company, but, on the other hand, turns the Company’s Balance Sheet stronger giving sustainability to the growth achieved. some units, would nullify the entire financial liabilities, even if this decision would not be the most rational from the financial point of view. On the Company’s Balance sheet the weight of the permanent capital rose from about 80% to 90% of Total Assets and the amount of Cash and banks is similar to the short term debt. Thus, the Group was correctly prepared to face the current financial crisis and liquidity scarcity. It was towards to this that, together with its main financial partners, it was possible to complete three medium and long term operations, over 7 years, which allowed matching the commitments inherent to the financial liabilities to the ability to generate cash flows from operations managed by our SGPS. It is this policy that allowed the Group to fulfill an objective for 2009: to negotiate with its financial partners medium and long term loans, despite the problems affecting the financial system. These loans allowed the replacement of short term debt and new investments to be financed in line with the respective estimated payback periods and the capacity to generate funds. In 2009, investments were concentrated in finalizing what was already in progress. Thus, we proceeded to the opening of the following units: “Pestana Promenade”, “Pestana Bahia Lodge”, “Pousada do Freixo”, “Pousada de Viseu”, “Pousada de Estói” and was nearly completed the “Pestana London” that opened in February of this year. Despite tangible assets, representing 85% of total fixed assets and 70% of total capital applications, being clearly understated, considering that the older units are accounted for in Assets with values far below its fair value, the ratio Total Financial Liabilities / Total Fixed Assets is 60%, which is a sign of strength of the Company’s balance sheet. For 2010, the unit in London, already opened this year, is the only opening planned. For the future, projects in the portfolio are: “Pestana Berlin”, “Pestana Miami” and the “Pousada da Cidadela”, which are investments with an estimated value per room very competitive compared with market averages, even if we consider the significant reduction occurred with the current economic crisis. They are, therefore, strategic investments for the future profitability of our Group. The revaluation of tangible assets, using any method of income (multiples of GOP, multiples of the value per room or discounted cash flows) or the replacement value, would lead to substantial capital gains, which have occurred whenever it was necessary to appraise these units. Therefore, the securitization of a portion of the Assets, namely Fixed Assets, keeping them under the management of the Group, a very common operation among tourism companies and already tested by the Group in GRUPO PESTANA SGPS S.A. MANAGEMENT 18 REPORT FINANCIAL STATEMENTS Grupo Pestana – S.G.P.S., S.A. Cash-flows Statement 2009 ∆ 09/08 2008 2007 ∆ 08/07 + Operational profit 30.477,5 -7,9% 33.088,2 36.197,6 -8,6% + Depreciations 26.964,9 +0,8% 26.752,0 21.406,8 +24,7% + Provisions 2.039,6 +71,2% 1.191,1 1.141,6 +4,3% Operational cash-flow 59.482,0 -2.5% 61.031,3 58.746,0 +3,9% Annual cash-flow 64.939,7 +1,7% 63.876,7 61.581,7 +2.1% Amounts in thousand Euros The operating cash flow in 2009 was slightly lower than the one obtained in the previous year and higher than in 2007. This reflects the resistance capability of business areas of Pestana Group in a year that, as already mentioned obviously noted, there was a deep slowdown in touristic activity. The operating cash flow represented 17.6% (against 19% of the previous year) of Total Equity or Equivalents. The achievement of these figures in a difficult context such as in 2009, in sectors as hotels, which have long payback periods and high operating leverages, reflects the firm’s good ability to generate cash flow from its operational efficiency. Finally, the value of EBITDA was nearly 65 million Euro, higher than in 2008 in 1 million Euro. GRUPO PESTANA SGPS S.A. MANAGEMENT 19 REPORT FINANCIAL STATEMENTS 4. GRUPO PESTANA SGPS, S.A. INDIVIDUAL FINANCIAL STATEMENTS liabilities in the total approximate amount of 130 million Euros, 83 million Euros are bank loans and 42 million Euros are cashpooling applications made by group companies in the holding. The Company’s individual activity was characterized for its Group holding function, where can be highlighted the following operations done during 2009: n Subscription of 100% capital share of the new company “Pestana Cidadela, S.A.”; Of the total debt to financial institutions over 93% are medium and long term operations, and the short-term debt is less than the amount of cash equivalents. n Increase of 2.33% in the capital hold at “Salvor, S.A.”; Almost all of the loans obtained from cashpooling were passed to other Group companies (42,4 million Euro of loans received versus 41,2 million Euros of loans granted). n Subscription of 1 million Euro of participating units in the fund “Fundo Imobiliário Brisa”; n Reimbursement from the associated company Djebel of a 6 million Euro loan; The net profit has origin, mostly, in the equity method registry over the affiliated companies and in dividends received. n Grant of a bearing interest loan to “Pestana Inversiones, S.A.” amounting to 17 million Euro; The negative evolution in net profit comparing with the previous period is explained by lower operating performances that the various operations of the Group registered in 2009. n Continuation of the policy of integrated treasury management, in order to achieve greater efficiency in the usage of financial resources of the Group. The Company’s individual financial statements present total assets of 378.957.478,50 Euros and shareholders’ equity of 249.030.810,17 Euros, including a net profit for the year of 12.476.549,10 Euros. The Company’s GRUPO PESTANA SGPS S.A. MANAGEMENT 20 REPORT FINANCIAL STATEMENTS 5. PROFIT DISTRIBUTION PROPOSAL As a consequence of the previously mentioned facts and considering the Company’s economical and financial situation, we propose the following distribution of the 2009 net profit, amounting to 12.476.549,10 Euros: Legal reserve € 634.071,86 Retained earnings € 11.842.477,24 6. LIABILITIES TO THE STATE AND SOCIAL SECURITY The universe of the consolidated companies has its situation regularized with the State and with the Social Security. GRUPO PESTANA SGPS S.A. MANAGEMENT 21 REPORT FINANCIAL STATEMENTS 7. THE FUTURE The year 2010, bearing in mind the negative signals that still occur in international financial markets and on the economies of major tourism markets, it is not seen as the year when the hard times of tourism will end. aimed to increase competitiveness levels, which can only be achieved by increasing business efficiency. Consequently, Pestana Group will continue its strategy, guiding its activities by the following vectors: Tourism is a sector clearly with a great future and that, in the long term, will always have prospects of growth. And fortunately reside in an activity that while some decades ago was considered superfluous and luxury, for that reason disposable on periods of economic downturn, now has become almost a basic need for a large part of the world population. However, the economic slowdown will always lead to travel decisions more thoughtful and less expensive, where the desired value-for-money is greater. Therefore, as you would expect, the costumers’ demanding will increase and competition will intensify among different tourism destinations and among the different players in the chain of value. The gap between high and low seasons will tend to increase with the consequences that this entails for the hotel operation that has no mobility of its main asset – the hotel unit. n Continuous improvement of its operational flexibility, eliminating fixed costs as much as possible and providing the organization with power for rapid response to different challenges and circumstances that the market will come to offer; n Commitment with change and innovation, as a mean of, through new business models and new services or processes, enhance value creation for the customers, offering them greater satisfaction and, hence, promoting their loyalty; n Continue to strengthen links with the different “stakeholders”, explicitly, by strengthening commercial partnerships with tour operators or airlines and keeping transparent dialogue with the financial partners; For us Pestana Group that have the English market as our primary customer, another factor that will determine the activity, in particular of the units located in the Euro Zone, will be the evolution of foreign exchange market and the relative value of the Euro against the U.S. Dollar and British Pound . A depreciation of the Euro, reversing what happened in 2009, will create more favorable conditions for growth in the number of tourists. n Redouble the commitment to their employees in order to allow that altogether we can go through this phase of social and financial difficulties; n Do not lose sight of long-term preparing the organization for new challenges and opportunities; n Strengthen its commitment to the communities in which is inserted by continuing to develop our projects of Sustainability, environmental, social and economic, to enhance the implementation of best practices not only within the company and but also in the society surrounding. In this context it matters to create strategies and operating decisions that allow, on one hand, profitable units even in situations of market recession and, on the other hand, to create the conditions so that, after the worst phase, the Group can take advantage of the opportunities that climates post-crisis always offer. All of this monitoring closely the signals that different markets convey and giving the organization the flexibility to quickly react to trends detected. In this context, it becomes essential for the survival of organizations that business strategies incorporate the necessary measures GRUPO PESTANA SGPS S.A. MANAGEMENT 22 REPORT FINANCIAL STATEMENTS 8. RELEVANT FACTS ALREADY OCCURRED IN 2010 first semester in this geographical area, but much more serious was the destruction of property and, in particular, the loss of lives what this natural disaster brought to the people of Madeira. The answer given by the Madeira people and the wave of national and international solidarity were very important for the recovery of many areas, which were destroyed and rebuilt in record time. Already in 2010 it should be mentioned that last February has taken place the soft opening of the “Pestana Chelsea Bridge”, the Group’s first unit in a European capital outside of Portugal. Also in February 2010, in the 20th day, there were floods in Madeira Island, where the headquarters of our company are located and where the Pestana Group has a substantial part of its business. Logically, this event has damaged the Group’s operations in the 9. THANKS Finally, all members of the Board of Directors of Pestana Group companies wish to express their acknowledged thanks to all public and private entities that, directly or indirectly, have supported and worked together with our Group. spirit and sense of duty of all the staff working for the Group Pestana. Their effort and devotion are the reason that turns possible the creation of value of which Group Pestana is responsible for. It is particularly gratifying to note with high esteem the relationship of trust that our customers, suppliers and other business partners, including financial institutions and qualified service providers, have honored us. Funchal, April 30th 2010 We appreciate the support and collaboration of the other Bodies of the Group companies, members of the Bureau of the General Assembly and Supervisory Bodies in performing their duties. The Board of Directors Dionísio Fernandes Pestana - Chairman Pietro Luigi Valle - Member José Alexandre Lebre Theotónio – Member Finally, we would like to enhance the great professional GRUPO PESTANA SGPS S.A. MANAGEMENT 23 REPORT FINANCIAL STATEMENTS FINANCIAL Statements GRUPO PESTANA, S.G.P.S., S.A. Balance Sheet as at 31 December 2009 Account code CEE (a) POC C I 1 1 2 431 432 433 II 1 1 2 2 3 3 421 422 423 424 425 426 III 1 2 3 4 5 6 6 6 4111 4121+4131 4112 4122+4132 4113+414+415 4123+4133 441/6 447/448 D I 1 3 36 32 II II 1 1 2 4 4 5 III 3 IV E Year-end Assets 211 218 252 24 262/6/7/8+221 264 18 12+13+14 11 271 272 2761 GA 2009 DA 2008 NA FIXED ASSETS: Intangible Assets Start-up expenses Research and development costs Patents, brand names and other rights 63.199,28 27.066,28 36.133,00 0,00 0,00 0,00 451.759,97 374.767,97 76.992,00 514.959,25 401.834,25 113.125,00 Tangible Assets Buildings and other constructions 0,00 0,00 0,00 Transportation equipment 0,00 0,00 0,00 Tools 0,00 0,00 0,00 Administrative equipment 117.516,49 117.516,49 0,00 0,00 0,00 0,00 5.171,64 5.171,64 0,00 Financial Investments 122.688,13 122.688,13 0,00 Shares in group companies Loans to group companies 282.932.063,31 138.893,34 282.793.169,97 Shares in associated companies 17.028.659,70 0,00 17.028.659,70 Loans to associated companies 18.877.611,99 0,00 18.877.611,99 Other financial investments 0,00 0,00 0,00 Other loans granted 6.000.000,00 0,00 6.000.000,00 Investments in progress 0,00 0,00 0,00 Advances paid on account of financial 150,25 0,00 150,25 investments 0,00 0,00 0,00 324.838.485,25 138.893,34 324.699.591,91 TOTAL FIXED ASSETS 325.476.132,63 663.415,72 324.812.716,91 CURRENT ASSETS: Inventories Raw materials 0,00 0,00 0,00 Goods 0,00 0,00 0,00 0,00 0,00 0,00 Receivables from third parties - long term Group 0,00 0,00 0,00 Other debtors 0,00 0,00 0,00 0,00 0,00 0,00 Receivables from third parties - short term Trade debtors 536.381,02 0,00 536.381,02 Doubtful debts 0,00 0,00 0,00 Group companies 0,00 0,00 0,00 Public entities 263.424,37 0,00 263.424,37 Other debtors 3.615.475,17 0,00 3.615.475,17 Capital subscribed but not paid up 0,00 0,00 0,00 4.415.280,56 0,00 4.415.280,56 Marketable securities and bonds Other short term applications 41.226.200,00 0,00 41.226.200,00 41.226.200,00 0,00 41.226.200,00 Cash and banks Bank deposits 7.809.166,73 7.809.166,73 Cash 0,00 0,00 7.809.166,73 7.809.166,73 TOTAL CURRENT ASSETS 53.450.647,29 0,00 53.450.647,29 ACCRUED INCOME AND DEFERRED COSTS: Accrued income 677.296,17 677.296,17 Deferred costs 16.818,13 16.818,13 Deferred taxes asset 0,00 0,00 694.114,30 694.114,30 TOTAL DEPRECIATIONS 524.522,38 TOTAL ADJUSTMENTS 138.893,34 TOTAL ASSETS 379.620.894,22 663.415,72 378.957.478,50 (a) According to the 9th article of the EU’s 4th directive Abbreviations: G A - Gross Assets | D A - Depreciations and Adjustments | N A - Net Assets GRUPO PESTANA SGPS S.A. MANAGEMENT 25 NA 45.166,00 0,00 71.401,00 116.567,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 270.072.220,55 58.587,57 10.996.336,22 10.345.000,00 10.837.740,23 0,00 150,25 0,00 302.310.034,82 302.426.601,82 0,00 0,00 0,00 0,00 0,00 0,00 5.583.826,06 0,00 0,00 428.118,82 1.259.515,12 0,00 7.271.460,00 32.736.261,04 32.736.261,04 289.904,22 0,00 289.904,22 40.297.625,26 1.022.832,77 18.332,06 0,00 1.041.164,83 343.765.391,91 Euros REPORT FINANCIAL STATEMENTS GRUPO PESTANA, S.G.P.S., S.A. Balance Sheet as at 31 December 2009 Account code CEE (a) Shareholders’ equity and liabilities POC A I II III 51 53 54 55 56 IV 1/2 4 571 574 a 579 V 59 2009 SHAREHOLDERS’ EQUITY: Share capital Supplementary capital Premiums on issuance of shares Adjustments to investments in affiliated and associated companies Revaluation reserves Reserves Legal reserves Other reserves Retained earnings Sub-total VI 88 89 Net profit for the year Anticipated dividends Total shareholders’ equity B 1 2 3 291 292 293/8 C 252 265 C 1 2 4 6 8 8 8 8 2321 231+12 221 252 234/239 2611 24 262+263+264+265+ +267+268+211 D 273 274 2762 LIABILITIES: Provisions Provision for pensions Provision for taxes Other provisions Debts to third parties - long term Bonds Security-based loans Bank loans Fixed assets suppliers - bills payable Group companies Other creditors Debts to third parties - short term Bond-based loans Convertible Bank loans Trade creditors Group companies Other loans Fixed assets suppliers Public entities Other creditors ACCRUED COSTS AND DEFERRED INCOME: Accrued costs Deferred income Deferred taxes liability Total liabilities Total shareholders’ equity and liabilities 80.000.000,00 56.000.000,00 33.690.973,24 13.191.896,55 0,00 965.928,14 12.661.276,43 20.863.160,13 217.373.234,49 17.922.022,10 0,00 235.295.256,59 0,00 0,00 0,00 0,00 0,00 37.500.000,00 0,00 0,00 0,00 37.500.000,00 0,00 14.419.060,47 665.055,27 0,00 49.102.092,47 42.433,00 668.039,07 1.546.596,36 66.443.276,64 1.326.858,68 3.200.000,00 0,00 4.526.858,68 108.470.135,32 343.765.391,91 Euros (a) Em conformidade com o artigo 9o da 4a Directiva da CEE GRUPO PESTANA SGPS S.A. MANAGEMENT 80.000.000,00 54.500.000,00 33.690.973,24 15.981.809,37 0,00 1.865.928,14 12.661.276,43 37.854.273,89 236.554.261,07 12.476.549,10 0,00 249.030.810,17 0,00 0,00 0,00 0,00 0,00 77.400.000,00 0,00 0,00 0,00 77.400.000,00 0,00 5.644.261,34 58.912,66 0,00 42.361.200,00 0,00 98.806,54 1.301.279,13 49.464.459,67 662.208,66 2.400.000,00 0,00 3.062.208,66 129.926.668,33 378.957.478,50 2008 26 REPORT FINANCIAL STATEMENTS Profit and Loss Statement by nature for the year-ended 31 December 2009 Account code CEE (a) POC Year-end 2008 COSTS AND LOSSES A Custo das merc. vendidas e das mat. consumidas 2.a) 2.b) 3 3.a) 3.b) 4.a) 4.b) 5 5 5 6 6 7 Goods 0,00 0,00 Raw and subsidiary materials and consumables 0,00 0,00 0,00 External services and supplies from third parties 62 Personnel costs 239.992,19 641+642 Wages Social Charges: 636.202,25 583.635,34 643+644 Pensions Others 645/8 0,00 0,00 56.468,26 692.670,51 53.229,43 Depreciations and amortization of tangible 66 and intangible fixed assets 28.409,10 53.248,84 Doubtful debts adjustments 666 0,00 0,00 Provisions 67 0,00 28.409,10 0,00 Doubtful debts adjustments 63 9.003,15 10.537,98 Provisions 65 42.819,92 51.823,07 43.350,08 (A) .................................... 1.012.894,87 Losses in group and associated companies 682 1.040.843,21 58.133,97 683+684 Depreciations and adjustments for financial investments 286.271,06 460.010,43 Interests and similar costs: (2) Group Companies 1.051.145,90 2.647.168,09 Others 3.003.239,92 5.381.500,09 2.494.584,43 (C) ..................................... 6.394.394,96 61 10 69 8+ 11 86 88 13 B 71 1 1 2 3 4 4 4 4 72 (3) 75 73 74 76 77 5 5 6 782 784 (4) 7 (5) 9 2009 79 Extraordinary costs and losses 1.059,00 (E) ..................................... 6.395.453,96 Income tax for the year 1.227,25 (G) ..................................... 6.396.681,21 Income tax for the year 12.476.549,10 18.873.230,31 PROFITS AND GAINS Sales Goods 0,00 0,00 Products 0,00 0,00 Services rendered 0,00 0,00 0,00 Increase in stocks of finished products and work-in-process 0,00 Self constructed fixed assets 0,00 Supplementary revenue 803.199,27 710.983,62 Grants received to operations 0,00 0,00 Other operational profits and gains 800.000,00 800.000,00 Reversions of depreciations and adjustments 0,00 1.603.199,27 0,00 (B) ..................................... 1.603.199,27 Gains in group and associated companies 14.986.214,08 20.595.598,16 Dividends received 0,00 0,00 Gains in marketable securities and other financial aplications: Group Companies 754.207,10 1.898.850,55 Others 0,00 0,00 Other interests and similar gains: Group Companies 482.621,13 254.128,37 Others 274.215,98 16.497.258,29 253.417,99 (D) ..................................... 18.100.457,56 Extraordinary profits and gains 772.772,75 (F) ..................................... 18.873.230,31 SUMMARY Operational profit: Financial profit: Current profit: Profit before income tax: Net profit for the year: (B)-(A)= (D-B)-(C-A)= (D)-(C)= (F)-(E)= (F)-(G)= 590.304,40 11.115.758,20 11.706.062,60 12.477.776,35 12.476.549,10 (4) (1) According to the 24th article of the EU’s 4th directive (2) 681 + 685 + 686 + 687 + 688 (3) Difference between inventories at the beggining and at the end of the period GRUPO PESTANA SGPS S.A. MANAGEMENT 27 0,00 237.225,68 636.864,77 53.248,84 53.888,06 981.227,35 5.659.896,92 6.641.124,27 1.800,01 6.642.924,28 3.562,40 6.646.486,68 17.922.022,10 24.568.508,78 0,00 0,00 0,00 1.510.983,62 1.510.983,62 23.001.995,07 24.512.978,69 55.530,09 24.568.508,78 529.756,27 17.342.098,15 17.871.854,42 17.925.584,50 17.922.022,10 of “Finished and intermediary products” (C/33), “By-products and wastage” (C/34) and “Work-in-process” (C/35), taking in consideration the amount registered in “Inventories regularization” (C/38) 7812 + 7815 + 7816 + 783 REPORT FINANCIAL STATEMENTS Profit and Loss Statement by functions for the year-ended 31 December 2009 Year-end Euros 2009 2008 Sales and services rendered 0,00 0,00 Cost of sales and services rendered 0,00 0,00 Gross margin 0,00 0,00 Other operational profits and gains 2.649.129,00 1.566.513,71 Distribution costs 0,00 0,00 Administrative costs -9.003,15 -647.402,75 Other operational costs and losses -1.003.967,62 -398.057,81 Operational profit and loss 1.636.158,23 521.053,15 Net funding costs -3.003.239,92 -2.672.922,41 Gains/(losses) in group and associated companies 14.131.053,20 20.537.464,19 Gains/(losses) in other investments -286.271,06 -460.010,43 Unusual Gains/(Losses) 0,00 0,00 Current profit and loss 12.477.700,45 17.925.584,50 -1.151,35 -3.562,40 Current profit and loss after income tax 12.476.549,10 17.922.022,10 Income tax over current profit and loss Profit and loss from discontinued operations (net of tax) 0,00 0,00 Extraordinary profit and loss 0,00 0,00 Income tax over extraordinary profit and loss 0,00 0,00 Extraordinary profit and loss after income tax 0,00 0,00 0,00 0,00 Changes in accounting policies (net of tax) Net profit for the year 12.476.549,10 17.922.022,10 Net profit per share 0,78 1,12 COMPUTATION OF NET PROFIT AND LOSS PER SHARE: Net profit for the year Net profit allocated to preference shares Net profit allocated to shares entitled to ordinary dividends Number of shares entitled to dividends Net profit per share GRUPO PESTANA SGPS S.A. MANAGEMENT 28 12.476.549,10 0,00 12.476.549,10 16.000.000,00 0,78 17.922.022,10 0,00 17.922.022,10 16.000.000,00 1,12 REPORT FINANCIAL STATEMENTS Cash-flows Statement For the year-ended 31 December 2009 Exercício Método Directo + - OPERATING ACTIVITIES Cash receipts from trade debtors (a) Cash paid to trade creditors (b) Cash paid to employees Cash-flow from operations ++- Income taxes received/(paid) (c) Other receipts/(payments) of operating activities (d) Cash-flow before extraordinary items + - Cash received related to extraordinary items Cash payments related to extraordinary items Net cash-flow from operating activities [1] INVESTMENT ACTIVITIES Receipts from: Financial investments (e) Tangible assets Intangible assets Government grants Interests and similar profits Dividends Payments of: Financial investments Tangible assets Intangible assets Assets under construction Net cash-flow from investment activities [2] FINANCING ACTIVITIES Receipts from: Loans obtained Capital increases, supplementary capital and premiums Grants and donations Sales of own shares Anticipated dividends decrease Coverage of previous years losses Payments of: Loans obtained Capital amortization of leasing contracts Interests and similar costs Dividends Anticipated dividends increase Capital reimbursement and supplementary capital Acquisition of own shares Other payments of financing activities Net cash-flow from financing activities [3] Net Increase in cash and cash equivalents [4]=[1]+[2]+[3] Exchange rate effect Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period Notes to the Cash-Flow Statement Cash Bank deposits - current accounts Banks - term deposits Other Financial Aplications until 3 months (Cashpooling) Bank Overdrafts Loans from other Group companies (Cashpooling) Cash and cash equivalents at the end of the period Other Cash and cash equivalents Cash and cash equivalents at Balance Sheet 2009 3.152.890,84 3.036.534,45 -4.813.359,52 -3.358.380,63 -720.521,97 -595.138,62 -2.380.990,65 -916.984,81 97.026,34 -141.077,98 -2.513.517,09 -495.391,40 -4.797.481,40 -1.553.454,19 0,00 0,00 0,00 0,00 -4.797.481,40 6.029.927,87 5.112.889,67 0,00 0,00 0,00 0,00 0,00 0,00 0,00 2.314.396,55 10.268.421,05 16.298.348,92 0,00 -17.472.349,80 -36.587.664,68 -42.433,00 0,00 -24.967,10 -96.262,84 0,00 -17.539.749,90 -150,25 -1.241.400,98 39.900.000,00 8.421.985,05 2.759.004,48 35.000.000,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 42.659.004,48 0,00 -15.515.691,60 -4.369.080,49 0,00 0,00 -5.095.229,03 -5.207.327,78 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 -20.610.920,63 0,00 22.048.083,85 16.009.201,47 3.035.331,04 33.026.165,26 29.990.834,22 49.035.366,73 33.026.165,26 0,00 309.166,73 7.500.000,00 41.226.200,00 0,00 0,00 49.035.366,73 0,00 49.035.366,73 2008 -1.553.454,19 7.427.286,22 -36.684.077,77 -29.256.791,55 43.421.985,05 -9.576.408,27 33.845.576,78 0,00 289.904,22 0,00 32.736.261,04 0,00 -49.102.092,47 -16.075.927,21 49.102.092,47 33.026.165,26 Euros GRUPO PESTANA SGPS S.A. MANAGEMENT 29 REPORT FINANCIAL STATEMENTS NOTES to the Financial Statements as at 31 December 2009 INTRODUCTION Grupo Pestana, S.G.P.S., S.A is a limited liability company, established in Largo António Nobre nº 1, Funchal, created in 5 December 2002. Its main activity is the management of financial investments on other companies. The notes to the financial statements follow the sequential numbering defined in the Portuguese Official Plan of Accounts (POC). Standard notes not included are either not applicable to the Company or their presentation is not relevant to the reading of the referred financial statements. 3. BASES OF PRESENTATION AND ACCOUNTING PRINCIPLES The accompanying financial statements have been prepared in a going concern basis from the books and accounting records of the Company, maintained in accordance with generally accepted accounting principles in Portugal (“PGAAP”). GRUPO PESTANA SGPS S.A. MANAGEMENT 31 REPORT FINANCIAL STATEMENTS The most significant accounting principles used in the preparation of the accompanying financial statements were as follows: The dividends received from these investments are recorded in the profit and loss account for the year when it is decided and communicated the distribution’s decision. a) Intangible assets d) Cash-pooling Intangible assets include mainly start-up expenses, which are accounted at acquisition cost and depreciated on a straight-line basis period between 3 to 6 years. One of the Company’s functions is to manage the Group’s centralized treasury. Therefore, it registers in Other short term applications and Other loans obtained the amounts granted and received, respectively, to other Group companies, according to the cash-pooling contract. b) Tangible assets Tangible assets are valued at acquisition cost. e) Accrual basis Depreciation is provided on a straight-line basis according to the estimated useful lives between 3 and 7 years. Costs and revenues are recorded in the year to which they refer, regardless of when they are paid or received, in accordance with the accrual basis principle. Differences between amounts received and paid and the corresponding revenue and expenditure are recorded as accruals and deferrals. c) Financial investments Financial investments in subsidiaries and associated companies, on an individual basis, are recorded using the equity method. Initially, the financial investment is recorded at acquisition cost adjusted according to the proportional shareholder’s equity value, reported to the acquisition date or the first-time equity method’s adoption date. f) Assets and liabilities expressed in foreign currencies Income tax is calculated in accordance with the applicable legal requirements. Deferred taxes are, when applicable, recognised in the financial statements in accordance with Portuguese Accounting Directive nr. 28. The differences between acquisition cost of subsidiaries and associated companies and the proportional shareholder’s equity fair value on the acquisition date were registered in Financial Investments - shares in group companies, when positive, and depreciated during the current estimated payback period, and in Shareholders’ equity - adjustments to investments in affiliated and associated companies, when negative. g) Taxation Income tax is calculated in accordance with the applicable legal requirements. Deferred taxes are, when applicable, recognised in the financial statements in accordance with Portuguese Accounting Directive nr. 28. According to the equity method, the financial investments amounts are annually adjusted through the proportional share in the net results of participated companies and registered in the profit and loss account. Additionally, the dividends received are deducted from the respective financial investment asset value. The remaining financial investments are accounted for at acquisition cost or, in case of loans to associated companies, at the nominal value. The estimated recovery losses on financial investments are registered in the caption Adjustments for financial investments. GRUPO PESTANA SGPS S.A. MANAGEMENT 32 REPORT FINANCIAL STATEMENTS 4. EXCHANGE RATES USED Assets and liabilities expressed in foreign currencies have been converted into Euro using the following exchange rates: 31|12|2009 United States Great Britain Pound 1.441 0.888 21|12|2008 1.470 0.796 Euros 6. TAXATION According with Portuguese tax law, income tax returns are subject to review and correction by Tax Authorities, for a period of four years subsequent to their filing (for Social Security returns is a five years period). Thus, the Company’s tax returns for the years 2005 to 2009 are still subject to such review. shall not have a material effect on the financial statements as at 31 December 2009. According to article 81º of the Corporate Income Tax Code (“Código do Imposto sobre o Rendimento das Pessoas Colectivas”) the Company is subject to a flat tax rate over a set of expenses, which in the current period amounts to Euro 1.227,25. The Board of Directors believes that any corrections that may arise from a tax review by the Tax Authorities 7. AVERAGE NUMBER OF EMPLOYEES During 2008 and 2009, the average number of employees was 3. GRUPO PESTANA SGPS S.A. MANAGEMENT 33 REPORT FINANCIAL STATEMENTS 8. START-UP EXPENSES, RESEARCH AND DEVELOPMENT COSTS AND PATENTS, BRAND NAMES AND OTHER RIGHTS As at 31 December 2009, this breakdown can be analyzed as follows: Start up expenses Patents, brand names and other rights 63.199,28 451.759,97 514.959,25 Euros 10. FIXED ASSETS MOVEMENTS During 2009, the movements occurred in fixed assets, as well as in the related accumulated depreciations and adjustments were as follows: Gross Amounts Opening Balance Increases Disposals Intangible assets: Start-up expenses Patents, brand names and other rights Tangible assets: Transportation equipment Administrative equipment Financial investments: Shares in group companies Loans to group companies Shares in associated companies Loans to associated companies Other financial investmens Advances paid on account of financial investments Transfers and write-off 63.199,28 - - - 426.792,87 24.967,10 - - 489.992,15 24.967,10 - - 117.516,49 - - - 5.171,64 - - - 122.688,13 - - - 270.072.220,55 23.747.914,44 (1,00) (10.888.070,68) 58.587,57 17.000.000,00 - (29.927,87) 21.287.061,45 20.011,00 (1.024.653,36) (1.404.807,10) 6.000.000,00 - - (6.000.000,00) 5.000.000,00 1.000.000,00 - - 150,25 - - - 302.418.019,82 41.767.925,44 (1.024.654,36) (18.322.805,65) 303.030.700,10 41.792.892,54 (1.024.654,36) (18.322.805,65) Closing balance 63.199,28 451.759,97 514.959,25 117.516,49 5.171,64 122.688,13 282.932.063,31 17.028.659,70 18.877.611,99 6.000.000,00 150,25 324.838.485,25 325.476.132,63 Euros Accumulated depreciations and adjustments Opening balance Intangible assets: Start-up expenses Patents, brand names and other rights Tangible assets: Transportation equipment Administrative equipment Financial investments: Shares in group companies Other loans granted Charge for the period Disposals 18.033,28 355.391,87 9.033,00 19.376,10 - - Transfers and write-off Closing balance - - 27.066,28 374.767,97 373.425,15 28.409,10 - - 117.516,49 - - - 5.171,64 - - - 122.688,13 - - - - 30.908,34 107.985,00 107.985,00 - - (107.985,00) 107.985,00 30.908,34 - - 604.098,28 59.317,44 - - 401.834,25 117.516,49 5.171,64 122.688,13 138.893,34 138.893,34 663.415,72 Euros GRUPO PESTANA SGPS S.A. MANAGEMENT 34 REPORT FINANCIAL STATEMENTS 16. GROUP AND ASSOCIATED COMPANIES As at 31 December 2009, the subsidiaries and associated companies were as follows: Assets Equity in 2009 Total income Subsidiaries: Net profit in 2009 2009 % 3.883.230,88 100,00 72.157.403,23 Amount M&J Pestana , S A 265.901.886,40 72.157.403,23 46.238.859,16 Hoteis Atlântico, SA 61.276.349,79 11.764.964,78 5.737.382,88 90.668,40 99,92 11.755.552,81 Pestana Saúde e Vida, SA 7.216.235,79 293.135,85 7,65 -102.296,54 100,00 293.135,85 Aplicações Multiplas, SA 13.864.476,26 11.368.366,06 2.700.772,80 1.962.339,13 83,00 9.435.743,83 Salvor-Soc.Inv.Turisticos, SA 178.133.309,80 110.735.362,06 34.075.006,17 8.678.800,86 96,85 107.247.198,16 Pestana Management, SA 11.727.494,38 863.284,02 9.149.021,78 134.502,47 100,00 863.284,02 Pestana Investimentos, SA 10.243.169,40 9.997.696,86 1.248.257,74 830.725,51 100,00 9.997.696,86 Pestana Inversiones,Ltd 32.596.629,00 9.969.584,86 872.237,32 -745.409,50 84,76 8.450.220,13 Em Euros Assets Equity in 2009 Total income Associated Companies: Net profit in 2009 % 2009 Amount Albar-Soc.Imob.Barlavento, S.A. 2.087.991,85 2.085.188,88 1.652,48 -48.828,62 49,81 Djebel S.G.P.S, S.A. 41.246.565,42 19.128.035,61 3.393.194,30 1.362.292,81 39,50 7.555.574,07 Carlton Palácio -Soc.Const.Exp.Hot 44.494.835,33 9.045.605,58 8.918.015,74 -839.190,74 36,52 3.303.455,16 Guiatur - Empreend.Turísticos da Guia Cascais,S.A. 3.258.410,00 3.006.143,00 310.688,00 24,91 811.669,93 -233.614,96 1.038.632,58 9.264.396,00 Intervisa, Travel Solutions,S.A. 5.025.905,38 -599.166,34 21.258.607,32 14.556,68 38,99 GP Pousadas, S.A. 61.925.526,00 6.177.013,00 33.480.551,00 -5.123.648,00 1,08 66.711,74 EuroAtlantic Airways S.A. 114.181.888,13 20.060.748,84 43.888.480,48 576.453,96 20,00 4.012.149,77 Em Euros During 2009, the Company participated in the incorporation of “Pestana Cidadela, S.A.”, holding at the year-end 100% of its share capital. Other changes occurred during 2009 in Company’s financial investments portfolio were as follows: n Increase of 2,33% in the share capital of Salvor S.A; n The reduction of 15,20% in the capital of Pestana Investments Ltd, is due to the fact of Grupo Pestana SGPS, has not follow the increase of capital to 11.050ME. GRUPO PESTANA SGPS S.A. MANAGEMENT 35 REPORT FINANCIAL STATEMENTS 32. GUARANTEES PROVIDED As at 31 December 2009, the Group assumed the following responsibilities with guarantees given to third parties as follows: Guarantees Bank guarantees 2009 6.250.000,00 6.250.000,00 Em Euros 36. SHARE CAPITAL BREAKDOWN As at 31 December 2009, the Company’s share capital is represented by 80.000.000 shares of Euro 1 each, fully subscribed and realized. 37. COMPANIES HOLDING MORE THAN 20% OF THE SHARE CAPITAL Pestana Luxemburgo - 26,25% 40. MOVEMENTS IN SHAREHOLDERS EQUITY In 2009, the movements in shareholders equity captions were as follows: 51 Share capital 53 Supplementary capital 54 Premiums on issuance of shares 55 Adjustments to investments in affiliated and associated companies 57 Reserves Legal reserves Other reserves 59 Retained earning 88 Net profit/(loss) for the year Pening balance Increases Decreases 80.000.000,00 - - 56.000.000,00 - (1.500.000,00) 33.690.973,24 - - 13.191.896,55 2.789.912,82 - 325.928,14 - - 12.661.276,43 - - 20.863.160,13 - (30.908,34) 17.922.022,10 12.476.549,10 - 234.655.256,59 15.266.461,92 (1.530.908,34) Net Profit distribution Closing balance - - - - 80.000.000,00 54.500.000,00 33.690.973,24 15.981.809,37 1.540.000,00 - 17.022.022,10 (17.922.022,10) 1.865.928,14 12.661.276,43 37.854.273,89 12.476.549,10 640.000,00 249.030.810,17 Euros GRUPO PESTANA SGPS S.A. MANAGEMENT 36 REPORT FINANCIAL STATEMENTS 45. STATEMENT OF FINANCIAL RESULTS The financial results can be analyzed as follows: Costs and losses Interests paid Losses in group and associated companies Financial investments adjustments Foreign currency exchange losses Other financial costs Financial results Profits and gains Interests received Gains in group and associated companies Foreign exchange gains 2009 2008 3.213.152,74 1.040.843,21 286.271,06 58.001,32 783.231,76 5.381.500,09 11.115.758,20 16.497.258,29 5.079.319,32 58.133,97 460.010,43 62.433,20 5.659.896,92 17.342.098,15 23.001.995,07 2009 2008 1.449.055,77 14.986.214,08 61.988,44 16.497.258,29 2.406.396,91 20.595.598,16 23.001.995,07 Euro 46. STATEMENT OF EXTRAORDINARY RESULTS The extraordinary results can be analyzed as follows: Costs and losses 2009 Fines and penalties Other extraordinary cost and losses Extraordinary results Profits and gains 49,88 1.009,12 1.059,00 771.713,75 772.772,75 2009 Gains in fixed assets Prior year gains Other extraordinary profits and gains 772.771,75 - 1,00 772.772,75 2008 1.800,01 1.800,01 53.730,07 55.530,08 2008 54.831,58 698,50 55.530,08 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 37 REPORT FINANCIAL STATEMENTS 48. OTHER RELEVANT IN FORMATION LOANS Short term Internal loans External loans Commercial paper 42.361.000,00 5.794.261,34 - 48.155.261,34 Medium and long term 42.400.000,00 35.000.000,00 77.400.000,00 Euro The external loans of medium and long term are payable as follows: Year 2011 2012 2013 2014 2015 2016 2017 2018 2019 Opening Balance Payment 42,400,000 41,000,000 34,825,000 28,650,000 22,350,000 16,050,000 9,750,000 6,450,000 3,150,000 Closing Balance 1,400,000 6,175,000 6,175,000 6,300,000 6,300,000 6,300,000 3,300,000 3,300,000 3,150,000 41,000,000 34,825,000 28,650,000 22,350,000 16,050,000 9,750,000 6,450,000 3,150,000 Euro PUBLIC ENTITIES As at 31 December 2009, the balances with public entities were as follows: Debtor balances 16.966,13 22.926,78 223.531,46 263.424,37 Social Security Corporate Income Tax: Special Advance payment Personnel Income Tax: Withholding taxes Creditor balances Personnel Income Tax: Withholding taxes VAT Social Security Corporate Income Tax Others 68.135,60 29.428,69 1.227,50 15,00 98.806,79 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 38 REPORT FINANCIAL STATEMENTS OTHER DEBTORS / CREDITORS As at 31 December 2009, the other debtors/creditors balances can be analyzed as follows: Debtors Personnel Debtors for Contract-CCV Others 866,64 1.200.000,00 2.414.608,53 3.615.475,17 1.288.739,13 12.540,00 1.301.279,13 Creditors Capital subscribed but not paid up Consultants and advisors Euro ACCRUALS AND DEFERRALS As at 31 December 2009, these captions breakdown can be analyzed as follows: Interests receivable Interest receivable Others 6.435,34 10.382,79 16.818,13 67.667,96 583.844,85 3.460,67 7.235,18 662.208,66 2.400.000,00 Accrued costs Holiday and holiday pay Interests payable Insurance Others 677.296,17 677.296,17 Deferred costs Advanced insurances paid Others Deferred income Others - Brand cession Em Euros Funchal, April 30 th 2010 The Board of Directors Dionísio Fernandes Pestana - President Pietro Luigi Valle - Vice-President José Alexandre Lebre Theotónio – Member The Official Accountant Jorge da Silva Figueira GRUPO PESTANA SGPS S.A. MANAGEMENT 39 REPORT FINANCIAL STATEMENTS CONSOLIDATED Financial Statements Grupo Pestana, S.G.P.S., S.A. Consolidated Balance Sheet as at 31 December 2009 Assets FIXED ASSETS: Intangible Assets: 431 Start-up expenses 432 Research and development costs 433 Patents, brand names and other rights 434 Key money premiums 441/6 Intangible assets in progress 449 Advances paid on account of intangible assets Consolidation differences Tangible Assets: 421 Land and natural resources 422 Buildings and other constructions 423 Basic equipment 424 Transportation equipment 425 Tools 426 Administrative equipment 427 Containers 429 Other fixed assets 441/6 Fixed assets under construction 449 Advances paid on account of tangible assets Financial Investments: 4111 Shares in group companies 4121+4131 Loans to group companies 4112 Shares in associated companies 4122+4132 Loans to associated companies 4113 Shares in participated companies 4133 Loans to participated companies 4113+414+415 Other financial investments 4123+4133 Other loans granted 441/6 Investments in progress 447 Advances paid on account of financial investments CURRENT ASSETS: Inventories: 36 Raw and subsidiary materials and consumables 35 Work-in-process 34 By-products and wastage 33 Finished and intermediary products 32 Goods 37 Advances paid on account of goods in transit Receivables from third parties - long term: 211 Trade debtors 212 Trade debtors - bills receivable 218 Doubtful debts 24 Public entities 253+254 Other associated companies 251+255 Shareholders 2619 Advances to fixed assets suppliers 268 Other debtors Receivables from third parties - short term: 211 Trade debtors 212 Trade debtors - bills receivable 218 Doubtful debts 253+254 Other associeted companies 251+255 Shareholders 229 Advances to suppliers 2619 Advances to fixed assets suppliers 24 Public entities 262+266+267+268+221 Other debtors 264 Capital subscribed but not paid up Marketable securities and bonds: 1512 Shares in associated companies 1522 Bonds and other titles in associated companies 1513+1523+153/9 Other marketable securities 18 Other short term applications Cash and banks: 12+13+14 Bank deposits 11 Cash Accruals and deferrals: 271 Accrued income 272 Deferred costs 275 Deferred taxes asset Total Depreciations Total Adjustments Total Assets 2009 Gross Assets Depreciations and Ajustam. 2008 Net assets 3.481.272,83 3.027.029,60 454.243,23 14.947,90 14.947,90 0,00 20.526.034,46 8.881.007,31 11.645.027,15 1.938.447,07 826.155,46 1.112.291,61 4.250.000,00 0,00 4.250.000,00 0,00 0,00 0,00 57.268.964,99 36.213.049,73 21.055.915,26 87.479.667,25 48.962.190,00 38.517.477,25 75.152.693,03 0,00 75.152.693,03 458.040.365,82 154.532.624,65 303.507.741,17 195.661.552,04 101.455.686,69 94.205.865,35 2.974.485,49 2.434.081,64 540.403,85 740.913,92 541.040,99 199.872,93 16.469.228,82 14.110.675,07 2.358.553,75 0,00 0,00 0,00 765.953,29 139.056,73 626.896,56 50.091.233,88 0,00 50.091.233,88 321.131,51 0,00 321.131,51 800.217.557,80 273.213.165,77 527.004.392,03 0,00 0,00 0,00 0,00 0,00 0,00 17.368.533,17 0,00 17.368.533,17 0,00 0,00 0,00 2.435.968,66 0,00 2.435.968,66 29.503.536,80 0,00 29.503.536,80 5.194.603,33 9.113,10 5.185.490,23 0,00 0,00 0,00 0,00 0,00 0,00 5.000.000,00 0,00 5.000.000,00 59.502.641,96 9.113,10 59.493.528,86 1.602.542,30 0,00 1.602.542,30 24.762.211,08 0,00 24.762.211,08 0,00 0,00 0,00 9.893.016,14 0,00 9.893.016,14 1.626.222,23 128.822,75 1.497.399,48 0,00 0,00 0,00 37.883.991,75 128.822,75 37.755.169,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 2.287.076,74 0,00 2.287.076,74 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 2.287.076,74 0,00 2.287.076,74 30.813.224,43 382.237,84 30.430.986,59 16.753,60 0,00 16.753,60 5.990.772,15 5.979.330,10 11.442,05 1.455.765,97 0,00 1.455.765,97 1.396.672,32 0,00 1.396.672,32 108.596,23 0,00 108.596,23 6.634.012,00 0,00 6.634.012,00 7.411.979,92 0,00 7.411.979,92 31.522.995,86 381.952,32 31.141.043,54 0,00 0,00 0,00 85.350.772,48 6.743.520,26 78.607.252,22 0,00 0,00 0,00 0,00 0,00 0,00 1.622.508,68 0,00 1.622.508,68 121.030,07 5.313,66 115.716,41 1.743.538,75 5.313,66 1.738.225,09 42.961.911,49 42.961.911,49 1.488.935,02 1.488.935,02 44.450.846,51 44.450.846,51 1.570.991,48 1.570.991,48 5.734.909,73 5.734.909,73 4.727.623,44 4.727.623,44 12.033.524,65 12.033.524,65 322.184.468,87 6.877.656,67 1.130.949.617,89 329.062.125,54 801.887.492,35 Net assets 425.060,42 3.600,00 11.666.714,02 1.222.216,65 4.377.216,41 0,00 26.073.597,32 43.768.404,82 61.492.177,61 277.839.867,44 83.000.391,35 685.208,89 198.341,43 2.405.491,10 0,00 510.540,48 80.300.790,81 514.100,69 506.946.909,80 0,00 0,00 13.524.154,72 6.000.000,00 7.270.834,71 2.983.819,99 10.591.084,61 0,00 1.840.183,61 0,00 42.210.077,64 1.929.111,78 17.899.442,66 0,00 10.225.586,21 3.069.771,19 0,00 33.123.911,84 0,00 0,00 0,00 0,00 2.049.206,74 0,00 0,00 0,00 2.049.206,74 34.528.663,64 0,00 845.472,86 4.146.320,39 4.794,79 409.812,31 7.466.706,93 10.520.569,54 11.017.568,69 602.195,61 69.542.104,76 0,00 0,00 1.440.164,72 8.810.377,06 10.250.541,78 30.522.711,04 728.661,62 31.251.372,66 2.068.995,25 8.640.057,21 4.777.216,05 15.486.268,51 754.628.798,55 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 41 REPORT FINANCIAL STATEMENTS Grupo Pestana, S.G.P.S., S.A. Consolidated Balance Sheet as at 31 December 2009 SHAREHOLDERS’ EQUITY AND LIABILITIES SHAREHOLDERS’ EQUITY: 51 Share capital 52 Own shares: 521 Par value 522 Premiums and discounts 53 Supplementary capital 54 Premiums on issuance of shares 55 Adjustments to investments in affiliated and associated companies 56 Revaluation reserves Consolidation differences Conversion differences Reserves: 571 Legal reserves 572 Statutory reserves 573 Contractual reserves 574 to 579 Other reserves 59 Retained earnings Sub total 88 Net profit for the year 89 Anticipated dividends Total Shareholders’ equity Minority Interests LIABILITIES: Provisions: 291 Provision for pensions 292 Provision for taxes 293/8 Other provisions Debts to third parties - long term: 231+12 Bank loans 2612 Fixed assets suppliers - bills payable 251+255 Shareholders 239 Other loans 2611 Fixed assets suppliers 2613 Fixed assets suppliers - Leasing 24 Public entities 265+268 Other creditors Debts to third parties - short term: Bonds: 2321 Convertible 2322 Non convertible 233 Other titled loans 231+12 Bank loans 269 Advances received on account of sales 221 Trade creditors 228 Trade creditors - outstanding invoices 222 Trade creditors - bills payable 2612 Fixed assets suppliers - bills payable 253+254 Other associated companies 251+255 Shareholders 219 Advances from trade debtors 239 Other loans 2611 Fixed assets suppliers 2613 Fixed assets suppliers - Leasing 24 Public entities 262+263+264+265+267+268+211 Other creditors Accruals and deferrals: 273 Accrued costs 274 Deferred income 276 Deferred taxes liability Total liabilities Total Shareholders’ equity, Minority interests and Liabilities. 2009 80.000.000,00 0,00 0,00 54.500.000,00 33.690.973,24 -658.896,33 0,00 27.593.066,84 -7.157.450,64 1.865.928,12 0,00 0,00 18.686.949,23 63.131.809,94 271.652.380,40 6.610.292,92 0,00 278.262.673,32 47.663.710,10 7.964,00 72.753,32 1.003.983,83 1.084.701,15 303.640.196,49 0,00 9.590.586,64 13.622.970,90 0,00 13.057.324,64 0,00 0,00 339.911.078,67 0,00 0,00 0,00 44.688.317,07 0,00 12.295.567,54 36.482,78 0,00 0,00 127.715,89 376.988,37 1.921.324,98 575.056,18 1.570.012,52 1.723.164,61 3.536.349,08 16.087.090,70 82.938.069,72 18.191.304,75 13.033.207,26 20.802.747,38 52.027.259,39 475.961.108,93 801.887.492,35 2008 80.000.000,00 0,00 0,00 56.000.000,00 33.690.973,24 -1.815.077,14 -175.665,12 26.856.154,68 -1.452.626,68 965.928,14 0,00 0,00 18.686.949,23 41.247.830,28 254.004.466,63 14.412.104,96 0,00 268.416.571,59 39.368.825,38 7.832,47 50.698,80 311.534,93 370.066,20 214.169.035,13 0,00 5.774.519,54 12.653.162,19 0,00 11.065.026,83 0,00 0,00 243.661.743,69 0,00 0,00 0,00 95.272.377,30 0,00 16.017.548,33 41.587,66 0,00 0,00 0,00 373.396,97 11.154.853,08 239.484,94 4.880.633,75 1.299.250,27 3.842.182,13 9.293.780,98 142.415.095,41 20.325.361,80 18.051.108,33 22.020.026,15 60.396.496,28 446.843.401,58 754.628.798,55 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 42 REPORT FINANCIAL STATEMENTS Grupo Pestana, S.G.P.S., S.A. Consolidated Income Statement By Natures for the year-ended 31 december 2009 COSTS AND LOSSES 2009 2008 15.378.310,32 1.632.262,90 20.467.711,79 35.846.022,11 30.681.799,15 69.846.129,54 49.200.721,27 50.892.596,45 41.548,46 93.749,26 13.774.285,68 63.016.555,41 13.840.322,95 26.964.887,92 26.751.990,42 1.349.198,88 1.111.227,61 690.403,12 29.004.489,92 79.906,82 6.815.963,32 5.779.786,32 1.014.703,35 7.830.666,67 1.188.085,28 205.543.863,65 6.201.186,91 8.373.109,12 Depreciations and adjust. for financial invest. 683+684) Interests and similar costs: 0,00 438,48 Group Companies 24.414,31 13.623,15 Losses on Group Companies 23.385.378,04 29.610.979,26 24.037.347,49 Others (681+685+686+687+688) 235.154.842,91 (C) 3.646.996,36 69 Extraordinary costs and losses 238.801.839,27 (E) 2.264.799,05 86 Income tax for the year 241.066.638,32 (G) 5.509.911,86 Profit attributable to minority interests 6.610.292,92 88 Net profit for the year 61 Cost of goods sold and materials consumed: Goods Raw and subsidiary materials and consumables 62 External services and supplies from third parties 64 Personnel costs: Wages (641+642) Social charges: Pensions (643+644) Others (645/8) Depreciations and amortizations of fixed assets (662+663) Adjustments (666+667) 67 Provisions 63 Taxes 65 Other operational costs and losses (A) PROFITS AND GAINS 79 Extraordinary profits and gains SUMMARY Operational profit: (B)-(A)= Financial loss: (D-B)-(C-A)= Current profit: (D)-(C)= Profit before income tax: (F)-(E)= Consolidated profit for the year including minority interests (F)-(G)= 69.827.214,06 64.826.668,66 27.943.124,85 6.967.871,60 201.878.941,22 32.424.518,24 234.303.459,46 6.109.252,70 240.412.712,16 1.468.336,99 241.881.049,15 1.218.437,39 14.412.104,96 253.186.843,10 2009 71 Sales: Goods Products 72 Services rendered Increase in stocks of finished products and work-in-process 75 Self constructed fixed assets 73 Supplementary revenue 74 Operational grants 76 Other operational profits and gains 77 Reversions of depreciations and adjustments (B) 782Gains in group and associated companies: Group companies Other companies 784Dividends received Gains in marketable securities and other financial aplications: Group companies Others (7812+7815+78162+783) Other interests and similar gains: Group companies Others (7811+7813+7814+7818+785/788) 32.314.062,05 9.507.139,16 2.895.201,23 257.511.591,50 2008 5.006.375,35 3.751.002,32 208.766.329,14 221.168.669,53 213.745.050,30 309.907,66 88.657,96 6.532.466,40 4.998.141,00 281.207,03 420.497,62 127,73 800.008,20 7.640.293,95 14.454.095,11 4.289.411,91 236.021.330,26 358.932,04 2.855.668,13 695.097,06 0,00 3.337.437,01 1.679.205,31 132.820,61 652.803,38 172.464,35 266.349,34 3.364.035,14 8.060.786,21 8.135.754,07 244.082.116,47 9.104.726,63 253.186.843,10 (F) 30.477.466,61 -21.550.193,05 8.927.273,56 14.385.003,83 12.120.204,78 222.502.427,97 111.665,27 1.844.951,31 10.508.058,73 234.967.103,28 13.589.780,23 248.556.883,51 8.954.707,99 257.511.591,50 33.088.162,06 -18.834.738,01 14.253.424,05 17.098.879,34 15.630.542,35 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 43 REPORT FINANCIAL STATEMENTS Grupo Pestana, S.G.P.S., S.A. Consolidated Income Statement by Functions for yhe Year-ended 31 December 2009 2009 2008 221.168.669,53 222.502.427,97 -147.455.483,79 -141.690.191,50 Gross margin 73.713.185,74 80.812.236,47 Sales and services rendered Cost of sales and services rendered Other operational profits and gains 23.957.387,36 21.419.383,30 Distribution costs -5.751.183,73 -7.185.677,11 Administrative costs -23.332.706,21 -25.059.947,76 Other operational costs and losses -32.651.486,28 -34.052.377,55 Operational profit 35.935.196,88 35.933.617,35 Net Funding costs -20.021.342,90 -15.901.593,42 Gains/(Losses) in group and associated companies -2.356.767,82 -3.585.947,97 Gains/(Losses) in other investments 827.917,67 652.803,38 Unusual gains/(losses) 0,00 0,00 Current profit and loss 14.385.003,83 17.098.879,34 -2.264.799,05 -1.468.336,99 Current profit and loss after income tax 12.120.204,78 15.630.542,35 Income tax over current profit and loss Extraordinary result Income tax over extraordinary result 0,00 0,00 Loss attributable to minority interests -5.509.911,86 -1.218.437,39 Net profit for the year 6.610.292,92 14.412.104,96 0,00 0,00 Net profit per share 0,083 0,180 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 44 REPORT FINANCIAL STATEMENTS Grupo Pestana, S.G.P.S., S.A. Consolidated Statement Of Cash Flows for yhe Year-ended 31 December 2009 2009 OPERATING ACTIVITIES Cash receipts from trade debtors Cash paid to trade creditors Cash paid to employees 2008 252.601.317,95 -145.930.073,67 -60.796.197,77 259.041.005,48 -126.363.976,78 -63.676.373,77 Operating activities 45.875.046,51 820.010,23 -12.210.925,88 69.000.654,93 -5.893.333,00 -4.774.729,53 Cash-flow before extraordinary items 34.484.130,86 -799.265,54 -73.932,02 58.332.592,40 0,00 0,00 Net cash-flow from operating activities 33.610.933,30 INVESTMENT ACTIVITIES Receipts from: Financial investments 15.602.901,61 Tangible assets 910.724,70 Intangible assets 0,00 Government grants 1.235,64 Interests and similar profits 354.249,38 Dividends 0,00 Other receipts from investment activities 5.725,35 ..... Payments of: Financial investments -49.064.598,17 Tangible assets -60.146.912,93 Intangible assets -981.790,35 Other payments of investment activities -327.145,11 ..... Net cash-flow from investment activities -93.645.609,88 FINANCING ACTIVITIES Receipts from: Loans obtained 122.678.214,05 Capital increases, supplementary capital and premiums 5.383.405,00 Grants and donations 2.391.652,36 Sales of own shares 0,00 Coverage of previous years losses 0,00 Other receipts from financing activities 580.845,82 ..... 0,00 Payments of: Loans obtained -28.998.549,93 Capital amortization of leasing contracts -1.551.814,44 Interests and similar costs -20.352.131,54 Dividends -3.825.031,00 Capital reimbursement and supplementary capital 0,00 Acquisition of own shares 0,00 Other payments of financing activities -2.433.023,16 ..... 0,00 Net cash-flow from financing activities 73.873.567,16 Net increase/(decrease) in cash and cash equivalents 13.838.890,58 Cash of new consolidated companies 0,00 Exchange rate effect -1.115.279,06 Cash and cash equivalents at the beginning of the period 31.712.224,16 Cash and cash equivalents at the end of the period 44.435.835,68 58.332.592,40 Income taxes received/(paid Other payments of operating activities Cash received related to extraordinary items Cash payments related to extraordinary items Notes to the Cash-Flow Statement Cash Bank deposits - current accounts Other deposits until 3 months Other financial aplications until 3 months Bank overdrafts Other Cash and cash equivalents 2009 1.488.935,02 37.200.136,58 7.500.000,00 0,00 (1.753.235,92) Cash and cash equivalents at the end of the period 44.435.835,68 1.753.235,92 Cash and cash equivalents at Balance Sheet 46.189.071,60 25.476.393,05 950.824,59 0,00 3.886.006,13 4.174.390,24 423.720,00 82.619,00 -38.912.356,34 -71.810.896,43 -431.923,10 -2.042.449,05 -78.203.671,91 73.095.883,53 1.115.755,68 102.473,00 0,00 0,00 737.937,34 0,00 -34.321.192,29 -2.066.068,37 -18.944.350,63 -4.310.535,00 0,00 0,00 -1.282.602,90 0,00 14.127.300,36 -5.743.779,15 0,00 565.335,15 36.890.668,16 31.712.224,16 2008 728.661,62 37.959.588,10 1.373.500,00 1.440.164,72 (9.789.690,28) 31.712.224,16 9.789.690,28 41.501.914,44 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 45 REPORT FINANCIAL STATEMENTS NOTES to the Consolidated Financial Statements as at 31 December 2009 Notes to the Consolidated Financial Statements Grupo Pestana, S.G.P.S., S.A. Introduction As at 31 December 2009, the Group Pestana includes 30 hotels (4 under construction), 5 golf courses, 1 casino, 1 thematic park, 45 lodging-houses, 1 travel agency and the management entity of Madeira’s International Business Center. Group Pestana comprises Grupo Pestana, S.G.P.S., S.A. (Grupo Pestana SGPS or Company) and subsidiary companies (see Note 1), being Tourism its main activity. The Company began the preparation of consolidated financial statements in 2003. Hotel Location Hotel Pestana Carlton Madeira Pestana Miramar Pestana Village Pestana Palms Pestana Atlantic Gardens Pestana Casino Park Hotel Pestana Bay Pestana Atalaia c) Pestana Grand Madeira Magic Casino da Madeira Centro Intern. Neg. Madeira Pestana Porto Santo Pestana Promenade Pestana Palace Pestana Porto Pestana Atlantic Gardens Pestana Sintra Golf Pestana Beloura Golf Resort Pousadas de Portugal (Rede) Pestana Cidadela b) Madeira Madeira Madeira Madeira Madeira Madeira Madeira Madeira Madeira Madeira Madeira Madeira Madeira Madeira Lisboa Porto Cascais Sintra Sintra Portugal Cascais Pestana Alvor Praia Pestana Alvor Park Pestana Delfim Pestana Dom João II Pestana Alvor Atlantico Pestana Levante Pestana Porches Praia Pestana Viking Pestana Gramacho Golf Resort Pestana Vale da Pinta Golf Resort Pestana Silves Golfe Resort Pestana Alto Golfe Resort Pestana Convento Carmo Pestana Trópico Pestana Kruger Lodge Pestana Buenos Aires Pestana Caracas Pestana Londres a) Pestana Miami b) Pestana Montevideu b) Pestana Berlim b) Location Algarve Algarve Algarve Algarve Algarve Algarve Algarve Algarve Algarve Algarve Algarve Algarve Brasil Cabo Verde Africa Sul Argentina Venezuela Reino Unido USA Uruguai Alemanha a) = Inauguration on first semester of 2010 b) = In Construction c) = Sold at the end of 2009 Besides the traditional hotel management activity, the Group also explores resorts in Timeshare system, tourist real estate activity, tourist distribution and entertainment. Plan of Accounts (POC). Standard notes not included are either not applicable to the Company or their presentation is not relevant to the reading of the referred consolidated financial statements. The notes to the financial statements follow the sequential numbering defined in the Portuguese Official GRUPO PESTANA SGPS S.A. MANAGEMENT 47 REPORT FINANCIAL STATEMENTS Basis for consolidation the Decree-law 238/91, of 2 July, and with the accounting directives from “Comissão de Normalização Contabilística” (CNC). The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in Portugal and with the consolidation rules defined in POC, with the changes introduced by 1. CONSOLIDATED COMPANIES The companies included in the consolidated financial statements, their registered office, consolidation method and proportion of capital held, as at 31 December 2009, are as follows: Companys’ name / Registered Office % Capital held % of control Consolidation Method Grupo Pestana, S.G.P.S., S.A. Holding Holding Full Largo António Nobre, 1 -Funchal Pestana Investimentos - Projectos Industriais e Serviços S.A. 100.00% 100.00% Full Largo António Nobre, 1 - Funchal M. & J. Pestana - Sociedade de Turismo da Madeira, S.A. 100.00% 100.00% Full Largo António Nobre, 1 - Funchal ITI - Sociedade de Investimentos Turísticos na Ilha da Madeira, S.A. 100.00% 100.00% Full Rua Imperatriz D. Amélia, 55 - Funchal Hotéis Atlântico - Sociedade Imobiliária e de Gestão de Hotéis, S.A. 99.92% 99.92% Full Largo António Nobre, 1 - Funchal Ponta da Cruz - Sociedade Imobiliária e de Gestão de Hotéis, S.A. 51.65% 51.65% Full Largo António Nobre, 1 - Funchal Rio de Prata - Consultadoria e Participações, S.A. 99.90% 99.98% Full Largo António Nobre, 1 - Funchal CapeGreen - Consultadoria Económica e Participações, S.A. 54.88% 54.28% Full Largo António Nobre, 1 - Funchal Energólica - Produção de Energia Eléctrica, S.A. 63.00% 63.00% Full Largo António Nobre, 1 - Funchal Pestana Saúde e Vida, S.A. 100.00% 100.00% Full Largo António Nobre, 1 - Funchal Carlton Life, S.G.P.S., S.A. 65.00% 65.00% Full Av Visconde Valmor, 66 - 4º - Lisboa Carlton Life – Serviços de Consultoria, S.A. 65.00% 100.00% Full Av Visconde Valmor, 66 - 4º - Lisboa Carlton Life – Cuidados de Apoio, S.A. 65.00% 100.00% Full Av Visconde Valmor, 66 - 4º - Lisboa Carlton Life- Residências e Serviços, S.A. 65.00% 100.00% Full Av Visconde Valmor, 66 - 4º - Lisboa Pestana Management, S.A. 100.00% 100.00% Full Largo António Nobre, 1 - Funchal Mundo da Imaginação, S.A. 78.34% 77.50% Full Largo António Nobre, 1 - Funchal Aplicações Múltiplas - Sociedade de Aplicações Financeiras, S.A. 83.00% 83.00% Full GRUPO PESTANA SGPS S.A. MANAGEMENT 48 REPORT FINANCIAL STATEMENTS Companys’ name / Registered Office % Capital held % of control Consolidation Method Rau Jau, 54 - Lisboa Grupo Pestana Pousadas - Investimentos Turísticos, S.A. 59.88% 59.88% Full Rua Jau, 54, freguesia de Alcântara, Lisboa Carlton Palácio - Sociedade de Construção e Exploração Hoteleiras, S.A. 89.21% 100.00% Full Rua Tierno Galvan, Torre 3–6º - sala 601 - Lisboa Porto Carlton - Sociedade de Construção e Exploração Hoteleira, S.A. 49.80% 60.00% Full Praça da Ribeira, nº1, 4050-513 Porto Pestana Cidadela- Investimentos Turisticos, S.A. 100.00% 100.00% Full Av. Júlio Carvalho Costa, 115 - Cascais Quinta da Beloura Golfe, S.A. 79.02% 87.81% Full Rua das Sesmarias, nº 3, Quinta da Beloura, Sintra Salvor, Sociedade de Investimento Hoteleiro, S.A. 94.52% 94.52% Full R. Rodrigo da Fonseca, 77 - 5º - Lisboa Carvoeiro Golfe, S.A. 94.52% 100.00% Full Ald. Turístico do Gramacho, Lt4 - Carvoeiro Amoreira - Aldeamento Turístico, Lda 94.52% 100.00% Full R. da Hortinha, 13 - 2A - Portimão Eurogolfe, S.A. 94.52% 100.00% Full Ald. Turístico do Gramacho, Lt4 - Carvoeiro Sociedade Imobiliária Troia B3, S.A. 75.61% 80.00% Full R. da Prata, 10 - Lisboa Sociedade de Investimento Hoteleiro D. João II, S.A. 94.52% 100.00% Full Praia Srª da Rocha, Alporchinhos - Porches - Lagoa Viquingue, Sociedade Turística, S.A. 94.52% 100.00% Full Praia Srª da Rocha, Alporchinhos - Porches - Lagoa Soc. Invest. Imob. Eira da Loba Lda 89.79% 95.00% Full São Pedro e Poço dos Pardais - Lagoa Carvoeiro Golfe Soc Mediação Imob Lda 94.52% 100.00% Full Ald. Turístico do Gramacho, Lt4 - Carvoeiro Rolldown Golfe, Lda 51.04% 54.00% Full Rua da Hortinha, 13, 2º A, 8500-593 Portimão Natura XXI, Lda 94.52% 100.00% Full Apartado 1011, 8401-908- Carvoeiro Empreendimentos Turísticos, Lda 54.88% 100.00% Full Cidade da Praia - Ilha de Santiago - Cabo Verde Argentur Inversiones Turisticas S.A. 99.96% 100.00% Full Buenos Aires - Argentina Cota Quarenta, S.A. 99.99% 99.99% Full Largo António Nobre 1 – Funchal SDM- Sociedade Desenvolvimento da Madeira, S.A. 15.00% 70.00% Full Rua da Mouraria 9, 1º andar, 9000-047 Funchal Convento do Carmo, S.A. 44.91% 75.00% Full Rua do Carmo, s/n Pelourinho, 40301-330 Salvador Wild Break 29 (PTY), Lda 56.24% 50.00% Full Malelane 1320 - South Africa Southern Escapes Travel And Tourism (PTY), Lda 56.24% 50.00% Full 1 Hettie Street Cyrildene - 2198 Johannesburg Pestana Inversiones, S.L. 99.96% 99.96% Full Pradillo, 5 Bajo Ext. dcha. -28002 Madrid Inversiones VistalParque, S.A. 46.41% 76.44% Full Primera Avenida Urbanización Santa Eduvigis-1071 Caracas Herdade da Abrunheira, S.A. 66.67% 66.67% Full Heradade Abrunheira, Freguesia Urra-Portalegre Surinor, S.A. 84.76% 100.00% Full Rua 25 Maio, nº 455-Piso 2 - Montevideo Pestana Miami, LLC 59.95% 60.00% Full 701 Brickell Ave STE 3000 - Miami FL 33131 Enatur - Empresa Nacional de Turismo, S.A. 29.34% 49.00% Equity Method Avenida Santa Joana Princesa , nº 10, 1700 Lisboa Albar - Sociedade Imobiliária do Barlavento, S.A. 49.81% 49.81% Equity Method Rua Tierno Galvan, Torre 3, sala 602, Amoreiras, 1070-274 Lisboa EuroAtlantic Airways, Transportes Aéreos S.A. 20.00% 20.00% Equity Method Rua das Sesmarias, 3 Quinta da Beloura 2710-692 Sintra Intervisa-Viagens e Turismo, S.A. 38.99% 38.99% Equity Method Av. Fontes Pereira de Melo, nº6-1050-121 Lisboa GRUPO PESTANA SGPS S.A. MANAGEMENT 49 REPORT FINANCIAL STATEMENTS 2. COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS Companys’ name / Registered Office Djebel S.G.P.S, S.A. Largo António Nobre, 1, Funchal % Capital held % control Consolidation method 39,50% 39,50% Acquisition Cost The share capital held in Djebel is booked at the acquisition cost, as the last share capital acquired of 20% is available for sale. 6. OTHER FINANCIAL INVESTMENTS (% OF OWNED SHARES GREATER THAN 10%) Companys’ name / Registered Office Salvintur, Sociedade de Investimentos Turísticos, S.A. Rua Jau, 54 -Lisboa % Capital held Shareholders’ Equity Last year net profit 17,96% 8.013.130,10 477.723,65 7. AVERAGE NUMBER OF EMPLOYEES During 2009 and 2008, the average number of employees in the companies included in consolidation was 3.337 and 3.624, respectively. 8. APPROPRIATE AND FAIR PRESENTATION In order to allow the appropriate and fair presentation of the consolidated financial statements, all income and expenses related to Timeshare transactions in units managed by the consolidated companies are not deferred throughout the period of the GRUPO PESTANA SGPS S.A. MANAGEMENT related contract but fully recognized in the profit and loss for the year in which they occur. The impact of this procedure in the consolidated financial statements can be analyzed as follows: 50 REPORT FINANCIAL STATEMENTS 8. APPROPRIATE AND FAIR PRESENTATION Description 2009 Inventories Deferred costs Sub-Total Consolidation differences Net results Retained earnings Minority interests Sub-Total Deferred income Deferred tax liabilities Sub-Total Services rendered Sub-Total Cost of goods sold Supplies and services from third parties Deferred tax assets Minority interests Sub-Total -6.509.050,42 -45.999.724,70 -52.508.775,12 65.962.885,93 -1.860.360,82 15.117.705,25 721.431,17 79.941.661,52 -132.450.436,64 0,00 -132.450.436,64 2.827.271,28 2.827.271,28 1.268.584,41 3.875.495,16 -463.361,66 6.914,19 4.687.632,10 2008 -2.595.757,95 -42.124.229,54 -44.719.987,49 66.292.913,49 3.596.279,93 13.171.853,09 849.828,10 83.910.874,60 -149.608.580,74 20.977.718,65 -128.630.862,09 6.574.287,48 6.574.287,48 -217.710,46 5.511.736,08 -2.334.155,91 18.137,85 2.978.007,55 Euro The increase of the deferred income is explained by the huge success of the timesharing products sales. The decrease in deferred taxes is the result of a reduction occurred in the Portuguese the tax rate. 10. CONSOLIDATION DIFFERENCES Included in Shareholders’ Equity The balances presented in this caption arise from the first financial statements’ consolidation procedure and represent the difference between the acquisition cost and its shareholders’ equity proportional value as at 1 January 2003. The referred amount includes the net profits and reserves of affiliated companies, accumulated until the date of the first financial statements consolidation procedure. This account also includes differences identified during the intra-group balances reconciliation, the impact of these differences are immaterial in the consolidated financial statements. As at 31 December 2009, this caption can be analyzed as follows: Company 2009 2008 Financial investments 27.519.103,03 26.846.642,01 Balances and transactions reconciliation 73.963,81 Exchange rate conversion Total 9.512,67 -7.157.450,64 -1.452.626,68 20.435.616,20 25.403.528,00 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 51 REPORT FINANCIAL STATEMENTS Included in Intangible Assets This caption balance as at 31 December 2009 includes the differences between the acquisition cost and the proportional value of the shareholders’ equity of the subsidiaries at the acquisition date, for acquisitions Company M&J Pestana Hoteis Atlantico Capegreen Energólica Carlton Palacio Porto Carlton Quinta Beloura Guiatur Viquingue Enatur Eira da Loba Soc. Agricola dos Arcos Natura XXI, Lda. Empreendimentos Turisticos Argentur Inversiones Vistalparque after 1 January 2003 (after first consolidation), and can be presented as follows (net of accumulated depreciations): 2009 Years 2008 14.729.227,58 10 18.144.504,61 0,00 5 0,00 451.525,32 5 0,00 0,00 5 0,00 1.431.355,40 10 1.717.626,46 0,00 5 34.759,36 745.222,71 6 698.199,63 0,00 5 115.211,38 340.572,02 8 681.144,47 1.151.214,48 10 1.534.952,64 226.572,53 8 290.924,95 368.277,70 8 457.353,59 650.747,15 8 759.205,01 346.557,56 8 693.115,10 201.138,90 6 395.261,57 413.503,91 5 551.338,55 21.055.915,26 32.204.585,94 Total Euro 17. DEPRECIATION OF THE CONSOLIDATION DIFFERENCES The consolidation differences are depreciated over the estimated investments’ payback period that, in some cases, can exceed the five years term (see Note 10). 22. GUARANTEES PROVIDED As at 31 December 2009, the Group has assumed responsibilities with guarantees given to third parties as follows: Mortages 2009 Mortgages over hotels buildings Mortgages over lands 141.173.179,24 38.782.426,06 107.094.818,18 56.501.077,37 179.955.605,30 163.595.895,55 2009 2008 Guaranteed Surety bonds and Liabilities coverage Bank guarantees Loans pledges 2008 29.350.125,49 45.849.564,96 2.195,00 34.898.896,86 52.716.485,37 2.195,00 75.201.885,45 87.617.577,23 Euro The increase in mortgages and guarantees is mainly related to the hotel “Pestana Caracas” and its related debt, expressed in Bolivares Fuertes (Venezuela). GRUPO PESTANA SGPS S.A. MANAGEMENT 52 REPORT FINANCIAL STATEMENTS 23. BASIS OF PRESENTATION AND ACCOUNTING PRINCIPLES Basis of Presentation a) Intangible Assets The accompanying consolidated financial statements have been prepared in a going concern basis and based on the accounting books and records of the companies included in the consolidation (see Note 1), maintained in accordance with generally accepted accounting principles in Portugal (“PGAAP”). The patents, brand names and other rights relates to the amount paid for the “Pousadas de Portugal” concession and is being depreciated by the correspondent concession period. The consolidation differences are depreciated over the investments’ estimated payback period. Consolidation Principles The remaining intangible assets are accounted for at acquisition cost and depreciated on a straight line basis over a 6 years period. The consolidation of the subsidiaries stated on Note 1 was prepared according to the full consolidation method. The transactions and relevant balances between the companies were eliminated in the consolidation process. The amount related to third parties participation in subsidiaries’ capital is stated in the caption Minority interests. The goodwill was accounted for in intangible assets (consolidation differences) and depreciated over the estimated period for the investment payback period. The remaining consolidation differences, resulting from the difference between the acquisition cost and its shareholders’ equity proportional value, were accounted for in Shareholders’ equity of the consolidated balance sheet. b) Tangible Assets Tangible assets acquired until 31 December 1997 are accounted at revaluated cost according to official decree-laws (see Note 41) based upon price-adjustment factors. The remaining tangible assets are valued at acquisition cost. Depreciation is provided on a straight-line basis according to the following estimated useful lives: Financial investments in associated companies referred in Note 1, are recorded in the consolidated balance sheet by its acquisition value or, if lower, by the estimated net realizable value. This amount is adjusted by the equity method usage. Buildings and other constructions 40 Basic equipment Financial investments corresponding to less than 20% of capital held are registered at acquisition cost or, if lower, at the estimated net realizable value. Hotel furniture Clothes and Towels 4-10 Dishes, Glasses and Cutlery 6-8 Decoration Other 16 8 14-20 Transportation equipment Main Accounting Principles The following is a summary of the most significant accounting principles followed in the preparation of the accompanying consolidated financial statements: GRUPO PESTANA SGPS S.A. MANAGEMENT Years 53 Bus vehicles 7 Car vehicles 4 Tools 8-10 Administrative equipment 4-8 Other tangible assets 4-8 REPORT FINANCIAL STATEMENTS cludes direct costs and expenditures. This valuation does not exceed the market value. c) Financial leases Financial leases are recorded in the financial statements as tangible assets at their equivalent capital value and are depreciated over their useful lives (see Note 23.b). The corresponding liability is recorded as a creditor balance and the interest element of the lease rental is charged against profit and loss account over the primary lease period. Adjustments to stocks correspond to the difference between the cost value and the respective inventory net realizable value. f) Adjustment for doubtful debts When the estimated recovering value of trade debtors’ balances is less than the accounted value, the estimated loss is covered with an adjustment for doubtful debts. d Financial Investments Financial investments in associated companies are accounted for at its acquisition cost or, if lower, at the estimated net realizable value. This amount is adjusted by the equity method. g) Marketable securities and bonds Marketable securities and bonds are stated at the lower of cost or market value. Financial investments corresponding to participations less than 20% of the companies capital are registered at acquisition cost or, if lower, at the estimated net realizable value. h) Accrual basis Costs and revenues are recorded during the year to which they refer regardless of when they are paid or received, in accordance with the accrual basis principle. Differences between amounts received and paid and the corresponding revenue and expenditure are recorded under accruals and deferrals. e) Inventories Goods, raw and subsidiary materials and consumables are valued at the acquisition cost, which is lower than the market value (being the cost generally determined on the basis of the average purchase cost). Finished, semi-finished products and work in process are valued at production cost, which in- GRUPO PESTANA SGPS S.A. MANAGEMENT 54 REPORT FINANCIAL STATEMENTS Deferred taxes assets and liabilities are calculated, and annually revalued, using the tax rates that are expected to be in force at the time of reversion of the respective temporary differences. i) Timeshare income and expenses All income and expenses related to Timeshare transactions in units managed by Grupo Pestana SGPS are not deferred throughout the period of the related contract but fully recognized in the profit and loss for the year in which they occur. A deferred taxes asset is registered only when there are reasonable expectations of sufficient future taxable profits. At the balance sheet date is made a revaluation of the temporary differences underlying deferred taxes asset, in order to register or adjust it according to current expectations. j) Governmental grants The non refundable subsidies received to finance the acquisition of tangible assets are accounted for as deferred income and registered in the profit and loss account proportionally to its depreciation charge. n) Financial statements expressed in foreign currencies The financial statements of Group and associated companies expressed in foreign currency were converted into Euros using the respective exchange rate ruling on at year end. The profit and loss accounts were converted into Euro at the average exchange rate of the year. The equity accounts were converted into Euros at historical exchange rates. l) Assets and liabilities expressed in foreign currencies All assets and liabilities expressed in foreign currency have been converted into Euros using the exchange rate ruling on the balance sheet date and published by Banco de Portugal. Favorable and unfavorable exchange rate differences are recorded in the profit and loss account for the year in which they arise. Exchange rate differences, resulting from the conversion into Euros of associated companies’ financial statements issued in foreign currencies, have been included in Shareholders’ equity in the caption Conversion differences. m) Deferred taxes Deferred taxes relates to temporary differences between the carrying value of assets and liabilities and the corresponding amounts for tax purposes. GRUPO PESTANA SGPS S.A. MANAGEMENT 55 REPORT FINANCIAL STATEMENTS 24. EXCHANGE RATES USED EURO Assets and liabilities expressed in foreign currencies have been converted into Euro using the following exchange rates: United States Dollar South African Rand Great Britain Pound Mozambique Metical Cape Verde Escudo Argentine Peso Brazilian Real Bolivar Fuerte Uruguayan Peso 31|12|09 1.4406 10.666 0.8881 44.1500 110.265 5.4695 2.5113 6.1946 28.1637 31|12|08 1.3917 13.0667 0.9525 35.2242 110.2650 4.8736 3.2436 3.0371 33.9575 27. FIXED ASSETS MOVEMENTS During 2009, the movements occurred in fixed assets, as well as in the related accumulated depreciations and adjustments, were as follows: GROSS AMOUNTS Opening Balance Increases Disposals Intangible assets: Start-up expenses Research and development costs Patents, brand names and other rights Key money premiums Intangible asstes in progress Transfers and write-off Closing Balance 3.712.019,37 - 6.334,42 - (237.080,96) 14.947,90 - - - - 3.481.272,83 14.947,90 19.499.223,49 - 426.810,97 - 600.000,00 20.526.034,46 1.801.346,81 - 137.100,26 - - 1.938.447,07 4.377.216,41 - - - (127.216,41) 4.250.000,00 Advances paid on account of intangible fixed assets - - - - - - Consolidation differences 56.876.307,68 - 392.657,31 - - 57.268.964,99 86.281.061,66 - 962.902,96 - 235.702,63 87.479.667,25 Tangible assets: Land and natural resources Buildings and other constructions Basic equipment Transportation equipment Tools Administrative equipment Containers Other fixed assets Fixed assets under construction Advances paid on account of tangible fixed assets Financial investments: Shares in group companies Loans to group companies Shares in associated companies Loans to associated companies Shares in participated companies Loans to participated companies Other financial investmens Other loans granted Investments in progress Advances paid on account of financial investments 61.492.177,61 - 6.061.888,53 (12.818,80) 7.611.445,69 75.152.693,03 426.549.393,14 - 6.174.255,46 (205.016,23) 25.521.733,45 458.040.365,82 178.302.055,49 - 11.231.007,40 (908.533,68) 7.037.022,83 195.661.552,04 3.195.255,24 - 10.100,04 (17.359,07) (213.510,72) 2.974.485,49 708.654,10 - 7.190,32 (36.885,27) 61.954,77 740.913,92 16.110.809,04 - 1.007.194,71 (490,00) (648.284,93) 16.469.228,82 - - - - - - 601.801,96 - - - 164.151,33 765.953,29 80.300.790,81 - 2.812.617,62 - (33.022.174,55) 50.091.233,88 514.100,69 - - - (192.969,18) 767.775.038,08 - 27.304.254,08 (1.181.103,05) 6.319.368,69 321.131,51 800.217.557,80 - - - - - - - - - - - - 13.524.154,72 - (1.354.639,45) (1.024.653,36) 6.223.671,26 17.368.533,17 6.000.000,00 - - - (6.000.000,00) - 7.270.834,71 - - - (4.834.866,05) 2.435.968,66 2.983.819,99 - 26.519.716,81 - - 29.503.536,80 10.595.641,16 - 2.090.019,09 (7.584.332,06) 93.275,14 5.194.603,33 - - - - - - 1.840.183,61 - - - (1.840.183,61) - - - 5.000.000,00 - - 5.000.000,00 42.214.634,19 - 32.255.096,45 (8.608.985,42) (6.358.103,26) 59.502.641,96 896.270.733,93 - 60.522.253,49 (9.790.088,47) 196.968,06 947.199.867,01 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 56 REPORT FINANCIAL STATEMENTS Accumulated depreciations and adjustments Opening Balance Intangible assets: Start-up expenses Research and development costs Patents. brand names and other rights Key money premiums Intangible asstes in progress Consolidation differences Tangible assets: Land and natural resources Buildings and other constructions Basic equipment Transportation equipment Tools Administrative equipment Containers Other fixed assets Financial investments: Shares in group companies Other financial investments Charge for the period Retirement Disposals Closing Balance 3.286.958,93 203.085,31 (463.014,64) 11.347,90 3.600,00 - 3.027.029,60 14.947,90 7.832.509,47 1.048.497,84 - 8.881.007,31 579.130,16 247.025,30 - 826.155,46 - - - - 30.802.710,36 5.410.339,37 - 36.213.049,73 42.512.656,82 6.912.547,82 (463.014,64) 48.962.190,00 - - - - 148.709.525,72 7.084.917,96 (1.261.819,03) 154.532.624,65 95.301.664,14 9.429.680,08 (3.275.657,53) 101.455.686,69 2.510.046,35 179.587,40 (255.552,11) 2.434.081,64 510.312,67 33.705,88 (2.977,56) 541.040,99 13.705.317,94 511.133,38 (105.776,25) 14.110.675,07 - - - - 91.261,48 47.795,25 - 139.056,73 260.828.128,30 17.286.819,95 (4.901.782,48) 273.213.165,77 - - - - 4.556,55 4.556,55 - 9.113,10 4.556,55 4.556,55 - 9.113,10 303.345.341,67 24.203.924,32 (5.364.797,12) 322.184.468,87 Euro 32. MOVEMENTS IN ADJUSTMENTS During 2009, the movements occurred in adjustments can be analyzed as follows: Inventories: Goods Products and work in progress Receivables from third parties - Short term: Trade debtors - third companies Doubtfull debts - third companies Other debtors - thrid companies Financial Investments Other financial investments Opening Balance Charge for the Period Transfers Retirements 152.168,65 0,00 0,00 -23.345,90 6.484.372,66 0,00 0,00 -6.484.372,66 6.636.541,31 0,00 0,00 -6.507.718,56 1.003.992,57 0,00 0,00 -621.754,73 5.546.057,13 433.272,97 0,00 0,00 411.865,15 0,00 0,00 -29.912,83 6.961.914,85 433.272,97 0,00 -651.667,56 5.313,66 0,00 0,00 0,00 5.313,66 0,00 0,00 0,00 Closing Balance 128.822,75 0,00 128.822,75 382.237,84 5.979.330,10 381.952,32 6.743.520,26 5.313,66 5.313,66 Em Euros The adjustment for receivables from trade-debtors was reduced in 2009, being registered as an extraordinary cost. The value cancelled this year was provided for in the past. This value was the result from exchange rates differences verified in the time- GRUPO PESTANA SGPS S.A. MANAGEMENT sharing contracts’ throughout the last 25 year period, however, the exact amount to be reduced was only accurately calculated with the implementation of a new software platform that allowed to confirm with accuracy the contractual conditions. 57 REPORT FINANCIAL STATEMENTS 33. DEBTS TO THIRD PARTIES (MORE THAN 5 YEARS) As at 31 December 2009, there was the following debts payable beyond the next 5 years: 2009 Debts to credit institutions 110.456.370 2008 54.596.418 Euro 34. DEBTS TO THIRD PARTIES COVERED BY REAL WARRANTIES As at 31 December 2009, there were debts to third parties amounting to Euros 201.803.661,07, covered by mortgages over some of the Group’s hotels (see Note 22). 36. SALES AND SERVICES RENDERED BY BUSINESS AREA AND GEOGRAPHICAL MARKETS Description Sales Internal market External market Total (n) Goods 1.333.581,37 216.691,00 1.550.272,37 Allotments 8.135.619,02 2.716.449,00 10.852.068,02 9.469.200,39 2.933.140,00 12.402.340,39 Mercado interno Mercado externo Services Rendered Total (n) Hotels 136.140.759,12 33.289.833,88 169.430.593,00 Golf 3.653.749,58 6.794.012,00 10.447.761,58 Construction 150.892,00 2.866.954,00 3.017.846,00 Casino 12.321.757,76 928.482,92 13.250.240,68 Others 10.708.104,90 1.911.782,98 12.619.887,88 162.975.263,36 45.791.065,78 208.766.329,14 172.444.463,75 48.724.205,78 221.168.669,53 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 58 REPORT FINANCIAL STATEMENTS 38. DIFFERENCES BETWEEN THE ACCOUNTING AND TAX RESULTS As a result of the fixed assets revaluations (see Notes 41 and 42), the depreciation of future years are increased comparing to the acquisition cost. According to the Portuguese tax law, 40% of this raise is not accepted as cost for fiscal purposes. The different tax systems of each Group company were also considered for the computation of the respective deferred taxes. from its occurrence. As at 31 December 2009, the Group companies had tax losses carried forward that generate deferred tax assets of Euros 4.727.623. Deferred taxes concerning timeshare are the result of the adjustment referred to in Note 8. The table below details the financial statements impact resulting from the register of deferred taxes: According to Portuguese tax law, tax losses can be deducted to tax profits generated in a six years period Total Description I Income tax for the year 1 Fixed assets revaluation 2 Fiscal reserve Investment 3 Depreciation rates effect 4 Timesharing 5 Tax losses carryforward IIDefered tax III Income tax (I-II) 2009 2008 2.264.799 -363.599 0 0 -853.680 49.593 -1.167.686 3.432.485 Movements in Profit and Losses Statements 2009 2008 2.264.799 -363.599 0 0 -853.680 49.593 -1.167.686 3.432.485 1.468.337 -1.923.056 0 0 -2.334.156 988.700 -3.268.512 4.736.849 1.468.337 -1.923.056 0 0 -2.334.156 988.700 -3.268.512 4.736.849 Euro Description 5 Taxes losses carryforward Defered tax assets 1 Fixed assets revaluation 2 Fiscal reserve Investment 3 Depreciation rates effect 4 Timesharing Defered tax liabilities Total 2009 4.727.623 4.727.623 678.709 0 0 20.124.039 20.802.747 2008 4.777.216 4.777.216 1.042.307 0 0 20.977.719 22.020.026 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 59 REPORT FINANCIAL STATEMENTS 39. WAGES OF BOARD MEMBERS The wages of Group Pestana board members were as follows: Board of Directors 2009 2008 243.131 419.184 Euro 41. REVALUATION OF TANGIBLE ASSETS In previous years the Group has revaluated its tangible assets according to applicable legislation, namely: n n n n n Decree-Law 126/77, of 2 April Decree-Law 219/82, of 2 June Decree-Law 49/91, of 25 January Decree-Law 264/92, of 24 November Decree-Law 31/98, of 11 February 41. TANGIBLE ASSETS HISTORICAL COSTS AND REVALUATIONS The breakdown of tangible assets historical costs, and the corresponding revaluations, net of accumulated depreciations, as at 31 December 2009, can be analyzed as follows (according to the amounts presented in the individual financial statements of each company): Historical Cost (a) Tangible Assets: Land and natural resources Buildings and other constructions Basic equipment Transportation equipment Tools Administrative equipment Other fixed assets (a) Net amounts 25.061.262,98 115.858.283,21 29.322.136,80 291.283,79 55.221,44 470.496,26 2.003.449,28 173.062.133,76 16.761.483,79 83.730.178,79 25.905.658,69 39.941,24 11.105,44 272.165,90 0,00 126.720.533,85 Revaluate Book-Value (a) 41.822.746,77 199.588.462,00 55.227.795,49 331.225,03 66.326,88 742.662,16 2.003.449,28 299.782.667,61 Euro (b) Include the successive revaluations GRUPO PESTANA SGPS S.A. MANAGEMENT revaluation (a) (b) 60 REPORT FINANCIAL STATEMENTS 44. CONSOLIDATED STATEMENT OF FINANCIAL RESULTS Year-end Costs and Losses 31|12|2009 Interests paid 17.149.289,63 Losses from financial investments 0,00 4.556,55 24.414,31 6.196.630,36 3.018.461,47 14.785,03 0,00 3.202.841,91 -21.550.193,05 8.060.786,21 Depreciation of investments in fixed assets Losses in associated companies Adjustments in financial investments Exchange rate losses Cash discounts granted Losses on sale of short term applications Other financial costs Financial results Year-end 31|12|2008 Profits and Gains 17.614.449,79 Interests received Income from financial investment 0,00 4.556,55 Gains associated companies 43.412,55 Ganhos de Participações de apital Relativos a Associadas 8.368.552,57 Gains in other group companies 4.651.715,46 Exchange rate gains 9.723,14 Cash discounts obtained 0,00 Gains on sale of short term applications 1.732.108,18 Reversions and other financial gains -18.834.738,01 13.589.780,23 31|12|2009 1.005.072,59 1.054.029,10 14.677,68 2.031.045,04 1.306.391,97 2.576.563,29 65.612,27 21,65 7.372,62 8.060.786,21 31|12|2008 2.732.790,00 2.855.668,13 8.251,30 765.960,35 913.244,96 6.188.896,97 79.944,38 342,60 44.681,54 13.589.780,23 Euro 45. CONSOLIDATED STATEMENT OF EXTRAORDINARY RESULTS Year-end Costs and Losses Donations Bad debts Losses on inventories Losses on fixed assets Fines and penalties Increase of depreciation Prior year losses Other extraordinary costs and lossess Extraordinary results 31|12|2009 413.816,11 679.671,64 24.769,08 254.336,18 104.718,64 0,00 321.476,76 1.848.207,95 5.457.730,27 9.104.726,63 Year-end 31|12|2008 Profits and Gains 307.022,30 Taxes returned back by the State 443,27 Bad debts recovered 15.578,78 Gains on inventories 536.818,44 Gains in fixed assetss 33.521,18 Gains from contractual penalties 0,00 Gains from reductions of provisions 121.068,17 Prior year gains Other extraordinary profits and gains 5.094.800,56 2.845.455,29 31|12|2009 0,00 0,00 11.270,64 6.191.748,20 645.906,90 270.860,28 280.895,93 1.704.044,68 9.104.726,63 8.954.707,99 31|12|2008 0,00 2.982,00 7.916,78 6.435.248,53 201.625,25 275.780,37 862.179,52 1.168.975,54 8.954.707,99 Euro GRUPO PESTANA SGPS S.A. MANAGEMENT 61 REPORT FINANCIAL STATEMENTS 46. MOVEMENTS IN PROVISIONS Opening Balance Increase Caption Provisions for pensions Provisions for taxes Provisions for judicial processes Warranty provisions Other provisions TOTAL 7.832,47 50.698,80 48.189,25 19.636,65 243.709,03 370.066,20 131,53 30.259,79 82.758,80 66.849,64 1.018.852,53 1.198.852,29 Decrease Closing Balance 0,00 8.205,27 39.854,63 0,00 436.157,44 484.217,34 7.964,00 72.753,32 91.093,42 86.486,29 826.404,12 1.084.701,15 Euro 47. FINANCIAL LEASES As at 31 December 2009, the Group has accounted the following amounts as financial leases: Acquisition cost (+) Caption Financial Investment in Buildings Land and natural resources Buildings and other constructions Basic equipment Transportation equipment Tools Administrative equipment Other fixed assets Accumulated Payable to third parties depreciations Short term Medium / Long (-) term Total debts (n) - - - - 1.259.375,00 503.906,25 58.679,14 1.200.695,86 1.259.375,00 13.730.576,07 2.247.467,25 710.308,17 7.163.295,02 7.873.603,19 13.948.524,46 5.392.680,91 661.453,89 4.607.425,78 5.268.879,67 476.614,41 206.190,73 67.289,41 85.907,98 153.197,39 88.600,75 20.118,59 68.429,00 - 68.429,00 867.673,46 679.881,30 151.341,00 - 151.341,00 - - - - 6.293,00 629,00 5.664,00 - 5.664,00 30.377.657,15 9.050.874,03 1.723.164,61 13.057.324,64 14.780.489,25 Euro 50. TAXES Taxes 2009 Income Taxes Gaming tax Indirect taxes - VAT Remuneration charges 2008 2.264.799,05 1.808.967,03 243.395,45 9.940.706,97 1.468.336,99 2.040.105,99 88.992,87 10.752.507,73 14.257.868,50 14.349.943,58 Euro Funchal, April 30 th 2010 The Board of Directors Dionísio Fernandes Pestana - Chairman Pietro Luigi Valle - Member José Alexandre Lebre Theotónio – Member The Official accountant Jorge da Silva Figueira GRUPO PESTANA SGPS S.A. MANAGEMENT 62 REPORT FINANCIAL STATEMENTS REPORT and Opinion of the Satutory Auditor TO THE SHAREHOLDERS OF GRUPO PESTANA – S.G.P.S., S.A. In conclusion, we believe that the mentioned documents, read together, permit a reasonable comprehension of the financial position – individual and consolidated – of Grupo Pestana – S.G.P.S., S.A. as of December 31st 2009 and satisfy legal and statutory requirements. In accordance with the applicable legislation and the Company’s by-law, we herewith present the report on our supervisory activity over the Board of Directors of Grupo Pestana – S.G.P.S., S.A. for the year ended 31st December, 2009. With the frequency considered adequate, in general, we have accompanied the company’s evolution through information supplied by the Board of Directors and the Financial Department and verifying the recording of most significant transactions, validated with respective supporting documentation. Our supervisory role comprised the verification of patrimonial values and was complemented by obtaining information and explanations on the important transactions and on the company’s business development perspectives, dully informed by the Company’s services and Board of Directors. As result, the Statutory Auditor believes: 1º The shareholders should approve Board of Directors annual report and both individual and consolidated financial statements – disclosed by the Board of Directors. 2º The shareholders should approve the result distribution proposed by the Board of Directors. Funchal, May 17th 2010 The Board of Director’s Report, due to the quality and synthesized information contained regarding the company’s activity in 2009, deserves cared reading by the shareholders. The Statutory Auditor Neves da Silva, Pão Alvo, Maria J. Pimenta and Velosa Ferreira, SROC We verified the adequacy of financial statements – individual and consolidated – reported as of December 31st, 2009, subject to our approval by the Board of Directors and its consistency with the Board of Directors’ report, as well as the adequate disclose of accounting policies and criteria used, which we consider lead to an appropriate evaluation of the Company’s and Group’s patrimony. Represented by: Manuel António Neves da Silva (ROC 625) As it was our duty, as statutory auditor’s, we have issued today the Auditor’s Report on the company’s financial statements – individual and consolidated. GRUPO PESTANA SGPS S.A. MANAGEMENT 64 REPORT FINANCIAL STATEMENTS AUDITOR’ REPORT Consolidated Financial Statements statements and assessing the significant estimates, based on judgments and criteria defined by the Board of Directors, used in their preparation; INTRODUCTION 1. We have examined the consolidated financial statements of GRUPO PESTANA – S.G.P.S., S.A. which comprise: the Consolidated Balance Sheet as at December 31st, 2009 (showing total assets of Euros 801.887.492 and shareholders’ equity of Euros 278.262.673, including a profit of Euros 6.610.293), the Consolidated Statements of Income by nature and by function and the Consolidated Cash Flow Statement for the year then ended and the corresponding Notes to the accounts. n verifying the consolidation operations; n assessing the adequacy of the accounting policies used and disclosed, taking into consideration the circumstances; n verifying the applicability of the going concern concept; n verifying the adequacy of the overall presentation of the consolidated financial statements. RESPONSABILITIES 5. An audit also includes verifying that the financial information included in the Board of Directors’ Report is consistent with the financial statements. 2.The Company’s Board of Directors is responsible for the preparation of consolidated financial statements that present a true and fair view of the financial position of the companies included in the consolidation, results of its’ operations and consolidated cash flows, as well the adoption of adequate accounting policies and criteria and the maintenance of appropriate system of internal control. 6. We believe that our audit provides a reasonable basis for expressing our opinion. OPINION 7. In our opinion, the referred consolidated financial statements, present fairly, in all material respects, the consolidated financial position of GRUPO PESTANA – S.G.P.S., S.A. as of December 31st, 2009 and the consolidated results of its operations, its consolidated cash flows for the year then ended, in conformity with the accounting principles generally accepted in Portugal. 3.Our responsibility is to issue a professional and independent opinion based on our work over such financial statements. SCOPE 4. Our audit was performed in accordance with the Auditing Standards (“Normas Técnicas e as Directrizes de Revisão/Auditoria”) issued by the Portuguese Institute of Statutory Auditors (“Ordem dos Revisores Oficiais de Contas”), which require the audit to be planned and performed with the objective of obtaining reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes: Funchal, May 17th 2010 The Statutory Auditor Neves da Silva, Pão Alvo, Maria J. Pimenta and Velosa Ferreira, SROC n verifying that the financial statements of the companies included in the consolidation have been appropriately audited and, for the significant case where that did not happen, verifying, on a sample basis, evidence supporting the amounts and disclosures in the financial GRUPO PESTANA SGPS S.A. MANAGEMENT Represented by: Manuel António Neves da Silva (ROC 625) 66 REPORT FINANCIAL STATEMENTS AUDITOR’ REPORT Individual Financial Statement INTRODUCTION n verifying the applicability of the going concern concept; 1. We have examined the financial statements of GRUPO PESTANA – S.G.P.S., S.A. which comprise: the Balance Sheet as at December 31st, 2009 (showing total assets of Euros 378.957.479 and shareholders’ equity of Euros 249.030.810, including a profit of Euros 12.476.549), the Statements of Income by nature and by function and the Cash Flow Statement for the year then ended and the corresponding Notes to the accounts. n verifying the adequacy of the overall presentation of the financial statements. 5. An audit also includes verifying that the financial information included in the Board of Directors’ Report is consistent with the financial statements. 6. We believe that our audit provides a reasonable basis for expressing our opinion. RESPONSABILITIES OPINION 2.The Company’s Board of Directors is responsible for the preparation of financial statements that present a true and fair view of the company’s financial position, results of its operations and cash flows, as well the adoption of adequate accounting policies and criteria and the maintenance of appropriate system of internal control. 7. In our opinion, the referred financial statements, present fairly, in all material respects, the financial position of GRUPO PESTANA – S.G.P.S., S.A. as of December 31st, 2009 and the results of its operations, its cash flows for the year then ended, in conformity with the accounting principles generally accepted in Portugal. 3. Our responsibility is to issue a professional and independent opinion based on our work over such financial statements. SCOPE Funchal, May 17th 2010 4. Our audit was performed in accordance with the Auditing Standards (“Normas Técnicas e as Directrizes de Revisão/Auditoria”) issued by the Portuguese Institute of Statutory Auditors (“Ordem dos Revisores Oficiais de Contas”), which require the audit to be planned and performed with the objective of obtaining reasonable assurance about whether the financial statements are free of material misstatement. An audit includes: The Statutory Auditor Neves da Silva, Pão Alvo, Maria J. Pimenta and Velosa Ferreira, SROC Represented by: Manuel António Neves da Silva (ROC 625) n verifying, on a sample basis, evidence supporting the amounts and disclosures in the financial statements and assessing the significant estimates, based on judgments and criteria defined by the Board of Directors, used in their preparation; n assessing the adequacy of the accounting policies used, their uniform application and their disclosure, taking into consideration the circumstances; GRUPO PESTANA SGPS S.A. MANAGEMENT 68 REPORT FINANCIAL STATEMENTS Largo António Nobre 9004-531 Funchal, Madeira www.pestana.com
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