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Samba Digital SGPS S.A

Management Reports Nov 30, 2017

6003_10-q_2017-11-30_60f1488d-2def-474a-aff7-93f151bfb3e9.pdf

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INDEX

PART I – REPORT OF THE BOARD OF DIRECTORS

PART II – CONSOLIDATED FINANCIAL STATEMENTS

PART III – INDIVIDUAL FINANCIAL STATEMENTS

PART I REPORT OF THE BOARD OF DIRECTORS 30 SEPTEMBER 2017

Report of the Board of Directors

1. CEO'S MESSAGE & MAIN HIGHLIGHTS

"The third quarter of 2017 is marked by the integration of a new business – ADIRA, a Portuguese based company, strongly focused on international markets, that leverages on one of the country's main assets and resources: the Portuguese based engineering know-how. The investment we have been making in other segments, namely in Energy, reinforces the stability and the quality of the results that we have been achieving.

The strengthening of the competitive position of each one of our businesses continues to generate positive results as far as turnover and profitability are concerned, being especially notable the improvements in Fitness, Hospitality and Energy segments. In the Refrigeration & HVAC segment in Portugal, the high number of on-going contracts is a promising indicator for the levels of activity expected for the next quarters. Regarding the sale of residential units in Tróia, it continues to develop according to our expectations and the number of booked contracts allows us to be comfortable about the performance for the year. In addition, concerning the sale of Real Estate Assets, we signed a set of sales deeds in this quarter that, added to the Promissory Purchase and Sale Agreements already signed in stock, provides good prospects for 2017.

To conclude, we are certain that the high investment made during the first nine months of 2017, in the amount of 58.6M€, coupled with the continuous focus on the sale of real estate assets, does not compromise the maintenance of a conservative capital structure and will allow for significant growth and increased stability of the Group's main financial indicators, as it is shown in these quarterly results."

Cláudia Azevedo, CEO

MAIN HIGHLIGHTS

  • Integration of ADIRA, an important landmark in the materialization of the corporate strategy;
  • Strong turnover growth in Energy (+56.8%), Fitness (+26.3%) and Hospitality (+11.3%) segments;
  • Stock of 19 Reservations/Promissory Purchase and Sale Agreements of residential units in Troia Resort corresponding to 6.7M€ at the end of September 2017. During 3Q17, 8 sales deeds were signed, 2 of which under the fractional regime (19 sales deeds signed in 9M17);
  • Contract sales signed for a lot of real estate assets (excluding residential units in Troia Resort) amounting to 10.2M€ in 3Q17 (15.96M€ in 9M17), in addition to Promissory Purchase and Sale Agreements totaling 5.4M€;
  • Backlog in Refrigeration & HVAC Portuguese operation amounting to 32.2M€ in 9M17, representing, approximately, 9 months of turnover;
  • Full integration of the operations acquired during the previous quarters in the Energy segment, namely: (i) a Cogeneration operation fueled by landfill biogas, with 1MW, acquired at the end of 1Q17; and (ii) 15MW of Renewable Energies acquired in 2Q17, significantly increasing the turnover (2.63M€ in 3Q17) and the profitability (2.4M€ in 3Q17) of the business, offering higher stability to the Group's cash-flow;
  • Notwithstanding the high Capex (58.6M€ including ADIRA's acquisition) and Dividends distribution (25M€), Net Debt increasing only 41.4M€, driven by the cash-flow from operations;
  • Net Debt under control and adequate to the Group's business portfolio and type of assets: LTV of 16.1% and Net Debt/EBITDA of 2.41x.

Report of the Board of Directors

2. OVERALL PERFORMANCE

Consolidated Profit and Loss Account
Million euro 3Q 2017 3Q 2016 $\triangle$ 17/16 9M 2017 9M 2016 $\Delta$ 17/16
Total Operational Income 60.93 52.71 $+15.6%$ 138.38 133 30 +3.8%
Turnover 59.64 51.73 $+15.3%$ 135 18 131.00 $+3.2%$
Troia Resort 1045 9.33 $+12.0%$ 20.00 20.42 $-21%$
Hospitality 8.18 735 $+11.3%$ 16.26 13.79 $+17.9%$
Fitness 5.81 4.60 $+26.3%$ 17.29 1320 $+31.0%$
Energy 13.01 8.29 $+56.8%$ 34 38 29.80 $+15.4%$
Refrigeration & HVAC 15.49 1974 $-216%$ 38.76 47.29 18.0%
Industrial Engineering 1.19 119
Others & Eliminations 5.51 242 $>100\%$ 729 6.51 $+12.0%$
Other Operational Income 129 0.97 $+32.8%$ 319 230 $+39.0%$
EBITDA, excluding Guaranteed Income Provisions (1) 12.19 8.20 +487% 18.06 13.88 $+30.1%$
Troia Resort 468 3 2 8 $+426%$ 3.78 375 $+0.9%$
Hospitality 193 $\overline{140}$ $+37.8%$ 0.62 $\overline{0.94}$
Fitness 0.48 0.78 39.2% 179 179 $-0.1%$
Energy 5.27 1.73 >100% 10 95 603 $+818%$
Refrigeration & HVAC 003 0.35 $\overline{014}$ 166 $-91.5%$
Industrial Engineering $-0.25$ $-0.25$
Others & Eliminations O 11 0.66 82.8% 1.02 1.61 36.5%
Provisions for Guaranteed Income $-0.04$ $-0.08$ $+49.8%$ $-0.21$ 0.27 $+20.4%$
EBITDA 12.15 8.12 +49.6% 1785 13.62 $+311%$
Amortization & Depreciation $-548$ $-3.97$ 38 2% 1372 1184 15 9%
Provisions & Impairment Losses 0.04 000 0.22 005
Non-recurrent costs/income (2) 0.01 $-0.37$ $-0.07$ $-0.13$ $+471%$
EBIT 6.64 3.79 $+75.2%$ 4.28 160 >100%
Net Financial Expenses $-124$ 1.58 $+21.2%$ $-340$ 499 $+31.8%$
Investment Income and Results from Assoc. Undertakings $-0.01$ 1.81 1.99 1818 -89.0%
EBT 539 4.02 $+33.9%$ 2.87 14.79 $-80.6%$
Taxation $-0.65$ $-0.43$ 507% $-140$ $-0.81$ 725%
Net Profit - Continued Businesses 4.73 3.59 $+31.9%$ 147 1397 $-89.5%$
Net Profit - Discontinued Businesses $-0.31$ $-0.21$ -51 0% $-0.98$ $-0.78$ $-26.2%$
Net Profit - Total 442 3.38 +30.8% 0.49 13.20 $-96.3%$
Attributable to Equity Holders of Sonae Capital 3.98 3.12 $+27.4%$ $-0.50$ 12.26
Attributable to Non-Controlling Interests 0.44 0.26 $+72.1%$ 0.99 0.93 $+5.8%$

The Group's consolidated turnover amounted to 59.64M€ in 3Q17, registering an increase of 15.3% over the same period of 2016. As profitability is concerned, the EBITDA showed a positive performance reaching 12.15M€ (+49.6%), corresponding to an EBITDA margin of 20.4%, growing 4.7pp yoy. It is worth highlighting that:

  • Hospitality segment continued to deliver a positive performance and to improve the main operational indicators, namely Occupancy Rate (+6.3pp) and RevPAR (+13.0%), registering a turnover growth of 11.3% and an EBITDA growth of 37.8%;
  • Sustainable Fitness turnover growth (+26.3%) due to the continued increase of active members (+29.6%). The expansion plan currently in place (2 fitness clubs opened in the quarter; 4 more than in the previous year) had a negative impact in profitability, which translated into an EBITDA decrease of 39.2% in 3Q17 when compared to 3Q16, although in accumulated terms, EBITDA has remained relatively flat;
  • Energy segment continued to show in the quarter an increase in both turnover (+56.8%) and, especially, in EBITDA (which more than tripled), to 13.01M€ and 5.27M€ respectively. The evolution of both energy and gas index prices, as well as the contribution from the operations already acquired in 2017, were the main drivers to the significantly improved performance;
  • Troia Resort was able to consolidate the positive evolution already seen in the previous quarter, increasing the number of sales deeds compared to the same period of last year. In 3Q17, 8 sales deeds were registered, 2 of which in the fractional regime, which compares to 4 in 3Q16. As a result, turnover increased by 12.0% and profitability increased as well (+44.8%). As of today, 19 promissory purchase and sale agreements and reservations remain in stock, corresponding to 6.67M€. It is forecasted that deeds over a large part of these contracts will be signed in the next quarter;

Report of the Board of Directors

  • As regards the Real Estate Assets segment, it was concluded a number of sales deeds related to several assets totaling 10.2M€. It should be noted that PPSAs regarding a diverse portfolio of real estate assets are still in the portfolio totaling 5.4M€;
  • Ref. & HVAC segment registered an already expected turnover decrease of 21.6% (as in 2016, particularly in the 3Q, an important international project was delivered). However, we witnessed in 3Q17 a clear recovery when compared to the previous quarters. Additionally, and particularly in domestic operation, we started to see an EBITDA recovery that should increase given the number of contracts in backlog in the amount of 32.2M€.

Consolidated Net Profit (Continued Businesses) stood at positive 4.73M€ in 3Q17, increasing 31.9% when compared to 3Q16 mostly driven by: (i) the above mentioned EBITDA performance (+4.03M€); and (ii) the improved Financial Results (+0.34M€), motivated by a lower net debt level and lower financing costs; notwithstanding (iii) the reduction in Results from Investments amounting to 1.82M€ (following the sale of highway concessions in 2016).

Capital Structure/Capex/Ratios
Million euro Sept 2017 Dec 2016 $\triangle$ 17/16
Net Capital Employed 4037 386.4 +4.5%
Fixed Assets 320.6 2841 $+12.8%$
Non-Current Investments (net) 5.1 4.7 $+10.1%$
Working Capital 78.6 98.2 -20.0%
Capex (end of period) 58.6 12.7 $>100\%$
% Fixed Assets 18.3% 4.5% $+13.8$ pp
Net Debt 107.3 66.0 $+62.5%$
% Net Capital Employed 26.6% 171% $+9.5$ pp
Debt to Equity 36.2% 20.6% $+156$ pp
Net Debt excluding Energy 54.5 48.9 $+11.3%$
Capital Structure Ratios
Loan to Value (Real Estate) 16.1% 8.6%
Net Debt/EBITDA (recurrent) 2.41x 2.38x
  • Capex reached 58.6M€ in 9M17 (including 16.1M€ related with ADIRA's acquisition), showing a significant increase of 45.9M€ over the previous year motivated mostly by investments in the acquisition of new businesses and operations, especially in the Energy segment.
  • The Free Cash Flow (levered) at the end of September 2017, excluding dividends paid, was negative by 16.0M€, due to the aforementioned investments, notwithstanding the positive contribution of the cash-flow from operations.
Consolidated Balance Sheet
Million euro Sept 2017 Dec 2016 $\Delta$ 17/16
Total Assets 523.6 500.4 $+4.6%$
Tangible and Intangible Assets 272.9 246.3 $+10.8%$
Goodwill 47.7 37.8 $+26.0%$
Non-Current Investments 1.8 1.7 $+7.29$
Other Non-Current Assets 30.8 29.4 $+4.6%$
Stocks 103.0 103.2 $-0.29$
Trade Debtors and Other Current Assets 63.4 49.4 $+28.29$
Cash and Cash Equivalents 5.2 32.2 $-83.7%$
Assets held for sale O.1 0.2 77.39
Total Equity 296.4 320.4 $-7.5%$
Total Equity attributable to Equity Holders of Sonae Capital 286.4 310.4 $-7.79$
Total Equity attributable to Non-Controlling Interests 10.0 9.9 $+0.5%$
Total Liabilities 228.4 180.0 $+26.9%$
Non-Current Liabilities 112.6 120.7 $-6.7%$
Non-Current Borrowings 851 94.3 $-9.7%$
Deferred Tax Liabilities 21.4 19.6 $+9.1%$
Other Non-Current Liabilities 6.0 6.8 $-11.5%$
Current Liabilities 115.8 59.3 $+95.4%$
Current Borrowings 27.5 4.0 >100
Trade Creditors and Other Current Liabilities 87.8 545 $+6119$
Liabilities associated to assets held for sale 0.6 0.8 $-30.8%$
Total Equity and Liabilities 524.8 500.4 $+4.9%$
  • Following the investments mentioned, the Net Debt increased versus 2016 year-end, totaling 107.3M€, yet maintaining an adequate capital structure when considering Sonae Capital's business portfolio: LTV stood at 16.1% and Net Debt/EBITDA reached 2.41x.
  • The Net Capital Employed increased 4.5% when compared to 2016 year-end, reaching 403.7M€ driven by the increase of Fixed Assets under management.
  • As a result of the Net Debt increase, the Debt to Equity ratio rose to 36.2%, +15.6pp compared to the end of 2016.

Report of the Board of Directors

3. SEGMENTS PERFORMANCE

3.1. TROIA RESORT

3Q 2017 3Q 2016 $\triangle$ 17/16 9M 2017 9M 2016 $\Delta$ 17/16
11 52 9.82 $+17.3%$ 2183 2186 $-0.1%$
10.45 9.33 +12.0% 20.00 20.42 $-2.1%$
107 0.49 >100% 183 1.43 $+273%$
$-6.84$ $-6.53$ $-4.7%$ $-18.05$ $-1811$ $+0.4%$
165 $-1.29$ -28.1% $-413$ -305 35.5%
$-0.72$ $-0.84$ $+14.2%$ 190 $-3.82$ +50.3%
288 $-276$ 46% 708 $-6.84$ $-3.5%$
$-116$ $-1.13$ -3.0% $-3.21$ $-2.94$ $-9.3%$
$-0.43$ $-0.53$ +18.9% $-172$ -146 178%
468 3 2 8 +42.6% 378 375 $+0.9%$
$-0.04$ $-0.08$ +498% $-0.21$ $-0.27$ $+20.4%$
4.64 3.20 +44.8% 3.57 3.48 $+2.6%$
44.4% 34.4% $+101$ pp 178% 17.0% $+0.8$ pp
0.47 0.70 -33 9% 1.23 0.97 $+26.6%$
4 18 2.50 +66.9% 2.33 2.50 $-6.8%$
  • During 3Q17, 8 deeds of residential units in Troia Resort were signed (19 in 9M17) two of them in fractional regime – an increase from the 4 registered in 3Q16. As a result of the good sales performance, 19 promissory purchase and sale agreements and reservations, amounting to 6.67M€, remain in stock.
  • As of September 30, a total of 394 sales deeds were signed on residential units of the Troia Resort complex.
  • Turnover of the first nine months of the year amounted to 20.0M€, 2.1% below 9M16, but 12.0% higher in the quarter when compared to the same period of the previous year, reflecting a strong recovery of the average value per deed, associated with the very positive performance presented by the operations that support the Resort.
  • Capex for the first nine months of the year remained at controlled levels, if we exclude the turn back, already mentioned in previous releases, of an asset evaluated for 0.37M€ (related to a property swap deed not included in the figures above).
  • It should be noted that, as part of the sale process of non-core assets, one of the companies that are included in the perimeter of Troia Resort sold a real estate asset for 1M€, generating a margin of 0.5M€, being recorded in Other Operational Income.

3.2. FITNESS

  • Maintenance of the positive performance and strengthening of the competitive position reflected, mainly, in the increased number of active members (+29.6%), with the average monthly fees remaining in line with the same period last year. As a result, turnover of the first nine months of the year increased significantly by 31.0% over the same period last year.
  • Performance at the turnover level allows to partially offset the negative impact from new clubs openings (two in quarter), which penalize Ebitda performance before reaching a regular level of customers. However, the decrease registered in 3Q17 compared to the same period last year, is not seen in the nine months performance, showing the resilience that the business is already presenting.

Report of the Board of Directors

Profit and Loss Account - Fitness
Million euro 3Q 2017 3Q 2016 $\triangle$ 17/16 9M 2017 9M 2016 $\Delta$ 17/16
Total Operational Income 5.85 4.68 $+25.2%$ 1745 13.36 $+30.6%$
Turnover 581 4.60 $+26.3%$ 1729 13.20 $+31.0%$
Other Operational Income 0.04 0.07 -43.6% 0.16 O 17 -49%
Total Operational Costs $-5.38$ $-3.89$ $-38.2%$ $-1566$ $-11.57$ $-35.3%$
Cost of Goods Sold $-0.02$ $-0.01$ < 100% $-0.11$ $-0.05$ < 100%
External Supplies and Services $-327$ 2.38 -378% $-9.54$ -7.00 36 2%
Staff Costs $-182$ 1.35 34.6% $-5.25$ -386 36 2%
Other Operational Expenses $-0.26$ $-0.16$ -66.4% $-0.76$ $-0.66$ 15 2%
EBITDA 0.48 0.78 -39 2% 179 179 $-0.1%$
EBITDA Margin (% Turnover) 8.2% 17.0% $-8.8$ pp 10 3% 13.6% $32$ pp
Capex 0.55 0.50 +9.7% 153 113 $+35.9%$
EBITDA Capex $-0.08$ 0.28 0.26 0.66 $-611%$
# Health Clubs in Operation 19 15 $+2$ 19 15 $+2$

• During the rest of the year we will remain focused on improving the competitive position, looking for opportunities to expand the number of clubs in operation. In fact, the last quarters already show a clear investment increase when compared to the same periods of 2016. Following a capital light approach, the investment in the opening of the new clubs, has occurred at an accelerated pace. At the end of the period, Solinca operates 19 clubs (including 2 new openings in 3Q17: Constituição – Porto and Rio Tinto).

3.3. HOSPITALITY
Total Operational Costs $-6.43$ $-6.14$ $-4.7%$ $-16.05$ $-15.15$ $-5.9$
Cost of Goods Sold $-0.66$ $-0.65$ $-16%$ 143 $-1.37$ $-4.0$
External Supplies and Services 3.57 $-3.53$ $-1.2%$ $-910$ -8.73 $-4.3$
Staff Costs $-2.00$ $-172$ $-16.5%$ $-4.96$ $-460$ $-78$
Other Operational Expenses $-0.19$ $-0.24$ $+18.3%$ $-0.57$ $-0.46$ $-241$
EBITDA 193 1.40 $+378%$ 0.62 $-0.94$
EBITDA Margin (% Turnover) 236% 191% $+4.5$ pp 3.8% -6.8% $+10.7$ r
Capex 0.26 0.04 $>100\%$ 0.75 1.23 $-391$
EBITDA-Capex 167 136 $+22.8%$ $-0.13$ $-218$ $+941$
# Units 4 4 4 4
  • Following the trend already shown in previous releases, the main operational indicators continue to show favorable evolutions, with the average revenue per room and RevPAR improving, in 9M17, 6.1% and 18.8%, respectively. It should be noted that all operations increased RevPAR when compared to the same period last year, showing the positive dynamics of the sector, in general, and, particularly, of this business segment performance.
  • It should be highlighted the positive performance achieved in 3Q17, both in turnover as well as Ebitda, showing a growth of 11.3% and 37.8%, respectively.
  • Consequently, in the first nine months of the year, both turnover (+17.9%) and Ebitda (+1.56M€) registered considerable growth rates. Indeed, it should be pointed out that, at the end of nine months of 2017, unlike what happened in previous years, Ebitda was positive (0.62M€).
  • Excluding rents, it should be underlined that the Hospitality segment's EBITDAR amounted to 4.2M€ in the 9M17, an improvement of 57.4% over the same period last year.

Report of the Board of Directors

• Capex remained at low levels and amounted to 0.75M€ in the first nine months of the year, 39.1% lower than the 9M16. As a result of the Ebitda and the Capex performance Ebitda-Capex increased 94.1% yoy.

3.4. ENERGY

Profit and Loss Account - Energy
Million euro 3Q 2017 3Q 2016 $\triangle$ 17/16 9M 2017 9M 2016 $\triangle 17/2$
Total Operational Income 13.05 8.42 $+55.0%$ 34 65 30.04 $+15.3%$
Turnover 13.01 8.29 +56.8% 34 38 29.80 $+15.4%$
Other Operational Income 0.05 0.13 647% 0.27 0.24 $+8.7%$
Total Operational Costs $-778$ $-6.69$ $-16.3%$ $-23.69$ $-24.02$ +1.3%
Cost of Goods Sold $-575$ $-4.95$ $-16.2%$ $-17.56$ $-18.61$ $+5.7%$
External Supplies and Services $-116$ $-1.11$ $-5.0%$ $-3.59$ $-329$ $-90%$
Staff Costs $-0.60$ $-0.53$ -13.6% -1.77 $-1.79$ $+1.5%$
Other Operational Expenses $-0.27$ $-0.11$ < 100% $-0.78$ $-0.32$ $< 100\%$
EBITDA 5.27 1.73 >100% 10.95 6.03 +81.8%
EBITDA Margin (% Turnover) 40.5% 20.9% $+19.6$ pp 319% 20.2% $+11.6$ pp
Capex 1.24 0.11 >100% 37.20 0.31 >100%
EBITDA-Capex 4.03 1.63 >100% $-26.25$ 5.72
Total Capacity (MW) 72.5 62.8 +15 4% 72.5 62.8 $+15.4%$
Owned & Operated 62.3 52.6 $+18.4%$ 62.3 526 $+18.4%$
Operated (not consolidated) 10 2 10.2 $+0.0%$ 10.2 10 2 $+0.0%$
  • Energy turnover in 3Q17 amounted to 13.01M€, an increase of 56.8% over the same period of last year, due to: (i) higher electricity sales prices; and (ii) a larger number of cogeneration plants in operation and an increase in the number of renewable assets. In 3Q17 the contributions related to the acquisition of a Cogeneration operation fueled by landfill biogas, at the end of 1Q17, and the 15MW Renewables assets acquired in the 2Q17, are now considered. These acquisitions currently translate an increase to 73MW in owned or operated capacity.
  • As a result of the positive turnover performance, Ebitda in the quarter amounted to 5.27M€, an increase of 3.5M€ compared to 3Q16, reaching a margin of 40.5%, +19.6pp yoy, reinforcing the continuous improvement of the last quarters' performance in a row and revealing good prospects towards the end of the year. It should be noted that, in the quarter, the contribution of the operations acquired during the year amounted to 2.63M€ and 2.42M€ in turnover and Ebitda, respectively.
  • Cumulative and when compared to the same period of the previous year, turnover increased by 15.4% to 34.4M€. This growth is also reflected in the Ebitda increase of 81.8% to 10.9M€.
  • Capex amounted to 37.2M€, mainly due to the above-mentioned acquisitions regarding Renewable operations.

3.5. REFRIGERATION & HVAC

• Turnover in the first nine months of the year, registered an expected decrease of 18.0% to 38.8M€ when compared to the same period last year due to: (i) the delay in the conclusion of several projects at the Refrigeration segment that are expected to be recognized in the coming quarters; and (ii) the delivery, during 2016, of an important international project that positively influenced the previous year.

Report of the Board of Directors

Profit and Loss Account - Refrigeration & HVAC
Million euro 3Q 2017 3Q 2016 $\triangle$ 17/16 9M 2017 9M 2016 $\triangle 17/1$
Total Operational Income 15.59 19.98 -22.0% 38.80 48.00 $-19.2$
Turnover 15.49 19 74 $-21.6%$ 38.76 47.29 $-18.0$
Other Operational Income 010 0.24 -56.4% 0.04 0.72 $-946$
Total Operational Costs $-15.63$ $-19.64$ $+20.4%$ -38.66 -46.35 $+16.6$
Cost of Goods Sold $-917$ $-6.78$ -353% $-19.71$ $-19.95$ $+12$
Change in Stocks of Finished Goods 1.08 $-0.87$ 2.78 2.75 $+11$
External Supplies and Services -4.54 $-9.08$ +500% $-1247$ -20.49 $+39.1$
Staff Costs $-278$ $-2.80$ $+0.8%$ $-8.52$ $-813$ $-4.8$
Other Operational Expenses $-0.21$ $-0.10$ $< 100\%$ $-0.74$ $-0.53$ $-390$
EBITDA $-0.03$ 035 0.14 166 $-915$
EBITDA Margin (% Turnover) $-0.2%$ 1.8% 20 pp 0.4% 3.5% 31 k
Capex 0.01 0.00 >100% 0.10 0.06 $+650$
EBITDA-Capex $-0.04$ 0.35 0.04 1.60 $-97.4$
  • It should be noted that the backlog on the Portuguese operation, at the end of the period, amounted to 32.2M€, representing approximately 9 months of turnover, indicating a recovery in activity levels for the coming quarter, particularly in the Refrigeration segment.
  • Ebitda in 9M17 registered a decrease of 91.5% to 0.14M€, corresponding to a margin of 0.4%, 3.1pp lower when compared with the same period last year, as a result of the aforementioned reasons that negatively impacted the turnover. However, a recovery is expected in the forthcoming months due to the larger number of on-going contracts in Portugal.

3.6. INDUSTRIAL ENGINEERING

Following its strategic purpose, Sonae Capital has incorporated an Industrial Engineering segment, aimed at creating a cluster of technological based companies levered in the Portuguese engineering know-how and strongly export driven.

Under this context, we started to materialize this incorporation during 3Q17 with the acquisition of ADIRA.

With 60 years of history, ADIRA, a Portuguese based company, is a key player in the Metal Forming industry, developing, designing, manufacturing and commercializing machine tools, that has the majority of its activity focused on external markets. At the same time, ADIRA is acknowledged as a technologically dynamic company with a widespread brand, being associated to recurrent investment in innovation and R&D, which has resulted in the attribution of several national and international awards.

The acquisition of ADIRA, materialized in the 3Q17, has only contributed to the Group's consolidated results in August and September.

In this initial stage, the Management Team's main focus has been the integration of the main corporate processes, keeping at the same time a clear vision about the transformation plan that has to be implemented.

In the 3Q17, the contribution of this segment to the consolidated results of the Group was 1.2M€ in turnover and -0.2M€ in Ebitda. In addition to Adira's current activity, it includes the costs related to the acquisition process. It should be noted that, as it was the practice of the company before the acquisition, the plant was closed in August.

3.7. OTHER ASSETS

Within the Group's current real estate portfolio there are diversified assets with different licensing and construction stages, including land plots with and without construction viability, residential units, construction projects, offices, industrial premises and commercial areas, with wide geographical dispersion.

This block considers all the real estate assets of Sonae Capital Group, except the units already developed and in commercialization in the Troia Resort and the assets held by the WTC Fund.

Report of the Board of Directors

  • As at 30 September 2017, the CE in this group of real estate assets amounted to 185.8M€, which are evaluated in 291.3M€, according to the valuation made at the end of the previous year by the independent reference entity Cushman & Wakefield;
  • During 3Q17 deeds of 10.2M€ were signed, namely those referring to Braga's Health Club, "Fábrica do Cobre" and one plot of "Tarik" asset (considered in the Troia Resort segment) and;

additionally, there are 5.4M€ of PPSAs signed over a set of assets, which provides good prospects for the coming quarters.

Report of the Board of Directors

4. CORPORATE INFORMATION

4.1. CORPORATE INFORMATION 3Q17

• On July 25, 2017, Sonae Capital, SGPS, SA, following the declaration of non-opposition by the Portuguese Competition Authority, announced the effectiveness of the acquisition of the company "ADIRA – Metal Forming Solutions, SA" and its subsidiary "Guimadira".

4.2. SUBSEQUENT CORPORATE EVENTS

On October 12, 2017, Sonae Capital, SGPS, SA, through its subsidiary CapWatt, SGPS, SA, entered into a sale and purchase agreement with Sonae Arauco, SA, for the acquisition of 90% of the share capital and the voting rights of the company "Sociedade Iniciativa de Aproveitamentos Florestais-Energia, SA" (SIAF-Energia), for a global consideration of approximately 0.9 million euros. This company owns and operates the biomass fired cogeneration plant installed in Sonae Arauco's industrial facility in Mangualde and owns a license to develop and operate a new biomass fired cogeneration plant with installed electric capacity of 10MW, whose total investment of 45 million euros will be made by CapWatt.

Report of the Board of Directors

5. METHODOLOGICAL NOTES

The consolidated financial statements presented in this report are non-audited and have been prepared in accordance with the International Financial Reporting Standards ("IAS / IFRS"), issued by the International Accounting Standards Board ("IASB"), as adopted by the European Union.

With the aim of continuing to improve the quality and transparency of the information provided, not only at the Consolidated level, but also, at each Business Units level, and aligned with the best market practices, the international operations (Angola and Mozambique) of the Refrigeration & HVAC segment are now considered as assets held for sale and therefore their contribution to the consolidated results is recognized as discontinued operations. In order to maintain the information comparability, the 2016 figures are presented in appendix according to this new reality.

This document is a translation from the Portuguese original version.

GLOSSARY

  • Capex = Investment in Tangible and Intangible Assets.
  • EBITDA = Operational Profit (EBIT) + Amortization and Depreciation + Provisions and Impairment Losses + Impairment Losses of Real Estate Assets in Stocks (included in Costs of Goods Sold) – Reversal of Impairment Losses and Provisions (including in Other Operation Income).
  • EBITDA, excluding Guaranteed Income Provisions = EBITDA + Provisions related to the estimated present value of potential costs for the full period of the Guaranteed Income from real estate sales at Troia Resort.
  • EBITDAR = EBITDA + Building Rents.
  • Gearing: Debt to Equity = Net Debt / Equity.
  • HVAC = Heating, Ventilation and Air Conditioning.
  • Loan to Value (LTV) = Net Debt of real estate assets / Real estate assets Valuation.
  • Net Debt = Non-Current Loans + Current Loans Cash and Cash Equivalents Current Investments.
  • Operational Cash Flow = EBITDA Capex.
  • PPSA = Promissory Purchase and Sale Agreement.
  • RevPAR = Revenue Per Available Room.

Report of the Board of Directors

APPENDIX

Consolidated Profit and Loss Account
Million euro 1Q 2016 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 3Q 2017
Total Operational Income 37.59 43.00 52.71 9725 34 31 43.14 60.93
Turnover 36.86 42.41 51.73 59.58 33.64 41.90 59.64
Troia Resort 3.88 721 933 1070 2.39 716 10.45
Hospitality 210 4.34 7.35 3.21 2.67 5.41 8.18
Fitness 4,14 445 4.60 489 588 5.60 581
Energy 11.74 9.77 8.29 8.43 9.79 11.58 13.01
Refrigeration & HVAC 13.71 13.83 21.45 15.84 11.91 11.36 15.49
Industrial Engineering 119
Others & Eliminations $\overline{128}$ 2.81 0.72 16.51 1.00 0.78 5.51
Other Operational Income 073 0.59 0.97 37.67 0.66 1.24 129
EBITDA, excluding Guaranteed Income Provisions (1) 1.47 4.21 8.20 1678 0.59 5.28 12.19
Troia Resort 0.01 0.46 328 1382 $-0.99$ 0.09 4.68
Hospitality $-1.76$ $-0.59$ 140 136 $-1.54$ 0.24 1.93
Fitness 0.38 0.62 0.78 0.37 0.90 0.41 0.48
Energy 2.36 1.93 1.73 178 210 3.58 527
Refrigeration & HVAC 0.69 0.62 0.36 0.58 0.42 0.24 $-0.03$
Industrial Engineering 0.25
Others & Eliminations $-0.21$ 117 0.64 1.58 $-0.30$ 1.21 O 11
Provisions for Guaranteed Income $-0.07$ $-0.12$ $-0.08$ 0.09 $-0.06$ $\overline{011}$ $-0.04$
EBITDA 1.40 4.09 8.12 16.69 0.53 5.16 12.15
Amortization & Depreciation $-3.90$ $-3.97$ $-3.97$ $-3.96$ $-4.07$ $-417$ $-548$
Provisions & Impairment Losses $-0.01$ 0.05 0.00 0.42 0.29 0.03 $-0.04$
Non-recurrent costs/income (2) $-0.38$ 0.62 037 0.21 $-0.24$ 016 0.01
EBIT 289 0.70 3.79 13 36 $-3.49$ 1.13 6.64
Net Financial Expenses $-173$ $-168$ 158 $-115$ $-100$ $-116$ $-124$
Investment Income and Results from Assoc. Undertakings 105 15.32 1.81 1.50 0.07 1.93 001
EBT $-3.57$ 14 34 4 0 2 1071 $-442$ 190 5.39
Taxation 0.16 $-0.54$ $-0.43$ -499 $-0.28$ $-0.47$ $-0.65$
Net Profit - Continued Businesses $-341$ 1380 359 572 $-470$ 144 4.73
Net Profit - Discontinued Businesses $-0.47$ $-0.10$ $-0.21$ $-0.23$ $-0.15$ $-0.52$ $-0.31$
Net Profit Total $-3.88$ 13.70 338 5.50 485 0.92 4.42
Attributable to Equity Holders of Sonae Capital $-419$ 13.33 3.12 5.33 $-5.05$ 0.57 3.98
Attributable to Non-Controlling Interests $\overline{0}$ 31 0.37 0.26 0.16 0.20 0.34 0.44

PART II CONSOLIDATED FINANCIAL STATEMENTS 30 SEPTEMBER 2017

Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA

CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2017 AND 31 DECEMBER 2016

(Amounts expressed in euro)

ASSETS Notes 30-09-2017 31-12-2016
NON-CURRENT ASSETS:
Tangible assets 8 260,943,450 238,784,870
Intangible assets 8 11,927,469 7,615,431
Goodwill 9 47,680,063 37,841,090
Investments in associated companies and joint ventures 5 1,291,013 1,234,900
Other investments 6 546,836 478,855
Deferred tax assets 13 28,385,473 27,380,258
Other non-current debtors 10 2,377,000 2,036,474
Total non-current assets 353,151,304 315,371,878
CURRENT ASSETS:
Inventories 11 102,998,533 104,511,954
Trade account receivables and other current assets 12 63,365,246 47,746,536
Cash and cash equivalents 14 5,239,045 32,747,208
Total Current Assets 171,602,824 185,005,698
Assets held for sale 52,402 -
TOTAL ASSETS 524,806,530 500,377,576
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 250,000,000 250,000,000
Own Shares 15 (1,305,839) (1,404,226)
Reserves and retained earnings 15 38,205,701 44,241,791
Profit/(Loss) for the year attributable to the equity holders of Sonae Capital (498,534) 17,594,199
Equity attributable to the equity holders of Sonae Capital 286,401,328 310,431,764
Equity attributable to non-controlling interests 16 9,975,968 9,925,965
Total Equity 296,377,296 320,357,729
NON-CURRENT LIABILITIES:
Loans 17,18 85,118,161 94,262,228
Other non-current creditors 19 2,963,378 3,751,701
Deferred tax liabilities 13 21,422,852 19,635,287
Provisions 22 3,079,824 3,079,824
Total Non-Current Liabilities 112,584,215 120,729,040
CURRENT LIABILITIES:
Loans 17 27,470,740 4,473,445
Trade creditors and other current liabilities 21 83,506,934 50,878,346
Provisions 22 4,288,840 3,939,016
Total Current Liabilities 115,266,514 59,290,807
TOTAL LIABILITIES 227,850,729 180,019,847
Liabilities associated with assets held for sale 578,505 -
TOTAL EQUITY AND LIABILITIES 524,806,530 500,377,576

The accompanying notes are part of these financial statements.

Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 AND 2016

(Amounts expressed in euro)

Notes 30-09-2017 30-09-2016
Sales 74,575,586 79,896,504
Services rendered 56,986,440 49,541,925
Other operating income 4,271,437 3,527,801
Cost of sales (45,960,416) (42,132,663)
Changes in stocks of finished goods and work in progress (2,923) (5,482,453)
External supplies and services (41,768,887) (44,329,689)
Staff costs (27,195,422) (24,444,663)
Depreciation and amortisation (13,722,655) (11,838,004)
Provisions and impairment losses (Increases)/Decreases 839,141 (613,204)
Other operating expenses (3,741,975) (2,528,225)
Operational profit/(loss) 4,280,326 1,597,329
Financial Expenses 1,413 608,379
Financial Income (3,404,405) (5,597,681)
Net financial income / (expenses) (3,402,992) (4,989,302)
Profit/(Loss) in associated and jointly controlled companies measured
using the equity method
5 262,997 182,779
Investment income 1,731,118 17,995,113
Profit/(Loss) before taxation 2,871,449 14,785,919
taxation 26 1,400,582 811,740
Profit/(Loss) for the year - continued operations 1,470,867 13,974,179
Profit/(Loss) for the year - discontinued operations (980,653) (777,174)
Profit/(Loss) for the year 27 490,214 13,197,005
Attributable to:
Equity holders of Sonae Capital (498,534) 12,262,588
Non-controlling interests 16 988,750 934,417
Profit/(Loss) per share - continued operations
Basic 29 0.001949 0.052848
Diluted 29 0.001949 0.052848
Profit/(Loss) per share - discontinued operations
Basic 29 (0.003964) (0.003150)
Diluted 29 (0.003964) (0.003150)

The accompanying notes are part of these financial statements.

Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 3RD QUARTERS OF 2017 AND 2016

(Amounts expressed in euro)

Notes 3rd
Quarter 2017 1
3rd
Quarter 2016 1
Sales 34,610,638 47,872,237
Services rendered 24,103,595 3,346,244
Other operating income 1,555,621 1,244,350
Cost of sales (22,341,594) (13,494,580)
Changes in stocks of finished goods and work in progress 415,135 (3,141,741)
External supplies and services (15,742,378) (18,269,748)
Staff costs (9,343,022) (8,568,754)
Depreciation and amortisation (5,484,613) (3,969,768)
Provisions and impairment losses (Increases)/Decreases 662,387 (37,413)
Other operating expenses (1,799,417) (1,193,574)
Operational profit/(loss) 6,636,352 3,787,253
Financial Expenses (42,760) 130,410
Financial Income (1,199,987) (1,706,913)
Net financial income / (expenses) (1,242,747) (1,576,503)
Profit/(Loss) in associated and jointly controlled companies measured
using the equity method
5 69,126 71,380
Investment income (77,119) 1,738,540
Profit/(Loss) before taxation 5,385,612 4,020,670
taxation 26 654,918 434,694
Profit/(Loss) for the year - continued operations 4,730,694 3,585,976
Profit/(Loss) for the year - discontinued operations (310,197) (205,490)
Profit/(Loss) for the year 27 4,420,497 3,380,486
Attributable to:
Equity holders of Sonae Capital 3,977,450 3,123,085
Non-controlling interests 16 443,047 257,401
Profit/(Loss) per share - continued operations
Basic 29 0.017334 0.013490
Diluted 29 0.017334 0.013490
Profit/(Loss) per share - discontinued operations
Basic 29 (0.001253) (0.000833)
Diluted 29 (0.001253) (0.000833)

The accompanying notes are part of these financial statements.

1Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited

Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 AND 2016
(Amounts expressed in euro)
30-09-2017 30-09-2016
Consolidated net profit/(loss) for the period 490,214 13,197,005
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 52,942 101,705
Share of other comprehensive income of associates and joint ventures accounted for
by the equity method (Note 5)
- 7,381,842
Change in the fair value of cash flow hedging derivatives 1,366 13,890
Tax related to other comprehensive income captions - (2,917)
Other comprehensive income for the period - continued operations 102,288 7,289,555
Other comprehensive income for the period - discontinued operations (47,980) 204,965
Total comprehensive income for the period 544,522 20,691,525
Attributable to:
Equity holders of Sonae Capital
(434,623) 19,761,166
Non-controlling interests 979,145 930,359

The accompanying notes are part of these financial statements.

Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRD QUARTERS 2017 AND 2016
(Amounts expressed in euro)
3rd Quarter
2017 1
3rd Quarter
2016 1
Consolidated net profit/(loss) for the period 4,420,497 3,380,486
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 161,910 51,175
Share of other comprehensive income of associates and joint ventures accounted for
by the equity method (Note 5)
- -
Change in the fair value of cash flow hedging derivatives - (9,824)
Tax related to other comprehensive income captions - (48)
Other comprehensive income for the period - continued operations
Other comprehensive income for the period - discontinued operations
101,936
(3,942)
(11,547)
52,850
Total comprehensive income for the period 4,518,491 3,421,789
Attributable to:
Equity holders of Sonae Capital 4,056,972 3,167,169
Non-controlling interests 461,519 254,620

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited

Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 AND 2016

(Amounts expressed in euro)

Attributable to Equity Holders of Sonae Capital
Share
Capital
Own
Shares
Demerger
Reserve
(Note 15)
Translation
Reserves
Fair Value
Reserves
Hedging
Reserves
Other
Reserves and
Retained
Earnings
Subtotal
Reserves and
Retained
Earnings
Net
Profit/(Loss)
Total Non
Controlling
Interests
Total Equity
Balance as at 1 January 2016 250,000,000 (1,426,791) 132,638,253 (23,350) - (11,956) (80,993,753) 51,609,194 (294,678) 299,887,725 10,247,125 310,134,850
Total consolidated comprehensive income for the -
-
-
-
-
-
-
105,763
-
-
-
13,890
-
7,378,925
-
7,498,578
-
12,262,588
-
19,761,166
-
930,359
-
20,691,525
period
Appropriation of profit of 2015:
- - - - - - - - - - - -
Transfer to legal reserves and retained earnings - - - - - - (294,678) (294,678) 294,678 - - -
Dividends paid - - - - - - (14,669,026) (14,669,026) - (14,669,026) (1,425,614) (16,094,640)
(Acquisition)/Sales of own shares - 22,565 - - - - - - - 22,565 - 22,565
Changes in the percentage of capital held in
affiliated companies
- - - - - - 119,266 119,266 - 119,266 (119,266) -
Other changes - - - - - - 93,876 93,876 - 93,876 - 93,876
Balance as at 30 September 2016 250,000,000 (1,404,226) 132,638,253 82,413 - 1,934 (88,365,390) 44,357,210 12,262,588 305,215,572 9,632,604 314,848,176
Balance as at 1 January 2017 250,000,000 (1,404,226) 132,638,253 12,876 - 5,004 (88,414,342) 44,241,791 17,594,199 310,431,764 9,925,965 320,357,729
Total consolidated comprehensive income for the -
-
-
-
-
-
-
62,547
-
-
-
1,366
-
-
-
63,913
-
(498,534)
-
(434,621)
-
979,145
-
544,524
period
Appropriation of profit of 2016:
- - - - - - - - - - - -
Transfer to legal reserves and retained earnings - - - - - - 17,594,199 17,594,199 (17,594,199) - - -
Dividends paid - - - - - - (24,521,656) (24,521,656) - (24,521,656) (926,710) (25,448,366)
(Acquisition)/Sales of own shares - 98,387 - - - - - - - 98,387 - 98,387
Changes in the percentage of capital held in
affiliated companies
- - - - - - - - - - (2,432) (2,432)
Other changes - - - - - - 827,454 827,454 - 827,454 - 827,454
Balance as at 30 September 2017 250,000,000 (1,305,839) 132,638,253 75,423 - 6,370 (94,514,345) 38,205,701 (498,534) 286,401,328 9,975,968 296,377,296

The accompanying notes are part of these financial statements.

REPORT AND ACCOUNTS – MARCH 2017

Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 AND 2016

(Amounts expressed in euro)

Notes 30-09-2017 30-09-2016 3nd Quarter
2017 1
3ndQuarter
2016 1
OPERATING ACTIVITIES:
Cash receipts from trade debtors 127,236,984 130,685,516 52,680,782 48,660,183
Cash receipts from trade creditors (79,838,217) (83,817,416) (33,871,337) (31,707,400)
Cash paid to employees (27,791,597) (24,250,824) (10,515,061) (8,398,857)
Cash flow generated by operations 19,607,170 22,617,276 8,294,384 8,553,926
Income taxes (paid) / received 824,801 (427,803) 1,279,467 (71,195)
Other cash receipts and (payments) relating to
operating activities
4,204,629 (695,719) 1,594,691 (1,144,652)
Discontinued operations - (994,362) - 123,164
Net cash from operating activities (1) 24,636,600 20,499,392 11,168,542 7,461,243
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 736,096 38,827,634 38,183 38,226,852
Tangible assets 7,606,677 1,950,289 3,293,889 535,581
Intangible assets 11 226,089 - 177,000
Subsidies 44,209 - - -
Interest and similar income 99,787 417,933 7,835 254,550
Loans granted 654,955 - 654,955 -
Dividends 280,461 5,911,400 92,809 5,716,981
Others 6,392 332,859 - 332,859
Changes in consolidation perímeter (companies in) 2,871,834 - 67,996 -
Cash Payments arising from: 12,300,422 47,666,204 4,155,667 45,243,823
Investments -
Tangible assets (37,289,780)
(5,473,139)
(148,446)
(4,361,345)
(8,574,441)
(1,776,380)
(10,217)
(1,514,724)
Intangible assets
Loans granted (801,285)
(33,852)
(427,992)
(58,007)
(166,613)
8
(234,581)
(16,504)
(43,598,056) (4,995,790) (10,517,426) (1,776,026)
-
Discontinued operations - 8,625 - 105
-
Net cash used in investment activities (2) (31,297,634) 42,679,039 (6,361,759) 43,467,902
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 49,606,527 99,054,596 3,721,021 30,200,000
Sale of own shares 98,387 144,043 - -
Others - - - -
49,704,914 99,198,639 3,721,021 30,200,000
Cash Payments arising from:
Loans obtained (40,933,655) (127,527,929) (16,615,107) (34,706,587)
Interest and similar charges (3,490,660) (5,830,270) (973,726) (1,626,374)
Reimbursement of capital and paid in capital (1,658,113) - (1,658,113) -
Dividends (24,908,646) (15,987,705) (63,689) -
(70,991,074) (149,345,904) (19,310,635) (36,332,961)
Discontinued operations - 148,178 -
-
-
(22,361)
Net cash used in financing activities (3) (21,286,160) (49,999,087) (15,589,614) (6,155,322)
Net increase in cash and cash equivalents
(4) = (1) + (2) + (3) (27,947,193) 13,179,344 (10,782,830) 44,773,823
Effect of foreign exchange rate 70,434 (1,215) 38,740 1,267
Cash and cash equivalents at the beginning of the period 14 32,731,439 35,318,251 - -
Cash and cash equivalents at the end of the period 14 4,713,812 48,498,810 (10,821,570) 44,772,556

The accompanying notes are part of these financial tt t

1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited

Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 AND 2016

(Translation from the Portuguese Original) (Amounts expressed in Euro)

1. INTRODUCTION

SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose headoffice is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 4 to 6 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.

Reflecting the current management structure, the reporting segments were revised, addressing the strategic business areas identified in the Group:

  • Resorts;
  • Hotels;
  • Fitness;
  • Energy;
  • Refrigeration & HVAC;
  • Other Assets;
  • Industrial Engineering.

The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment Other assets.

2. MAIN ACCOUNTING POLICIES

The main accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2016

Basis of preparation

Interim financial statements were presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings (Notes 4 to 6), on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.

Consolidated Financial Statements

3. CHANGES IN ACCOUNTING POLICIES

Changes to international accounting standards that came into force on or after 1 January 2017, did not have material impacts in the financial statements as at 30 September 2017.

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 September 2017 and 31 December 2016, are as follows:

Percentage of capital held
30 September 2017 31 December 2016
Company Head Office Direct Total Direct Total
Sonae Capital SGPS, SA Maia Holding Holding Holding Holding
Hotels
Porto Palácio Hotel, SA a) Porto 100,00% 100,00% 100,00% 100,00%
SC Hospitality, SGPS, SA a) Maia 100,00% 100,00% 100,00% 100,00%
The Artist Porto Hotel & Bistrô - Actividades Hoteleiras, SA a) Maia 100,00% 100,00% 100,00% 100,00%
The House Ribeira Hotel – Exploração Hoteleira, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Aqualuz Tróia, SA a) Grândola 100,00% 100,00% 100,00% 100,00%
Resorts
Atlantic Ferries-Tráf.Loc,Flu.e Marít,SA a) Grândola 95,77% 95,77% 95,77% 95,77%
Golf Time-Golfe e Invest. Turísticos, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Imopenínsula - Sociedade Imobiliária, SA a) Grândola 100,00% 100,00% 100,00% 100,00%
Imoresort - Sociedade Imobiliária, S.A. a) Grândola 100,00% 100,00% 100,00% 100,00%
Marina de Tróia, SA. a) Grândola 100,00% 100,00% 100,00% 100,00%
Marmagno-Expl.Hoteleira Imob.,SA a) Grândola 100,00% 100,00% 100,00% 100,00%
Marvero-Expl.Hotel.Im.,SA a) Grândola 100,00% 100,00% 100,00% 100,00%
SII - Soberana Invest. Imobiliários, SA a) Grândola 100,00% 100,00% 100,00% 100,00%
Soltroia-Imob.de Urb.Turismo de Tróia,SA a) Lisbon 100,00% 100,00% 100,00% 100,00%
Tróia Market, S.A. a) Grândola 100,00% 100,00% 100,00% 100,00%
Tróia Natura, S.A. a) Grândola 100,00% 100,00% 100,00% 100,00%
Troiaresort-Investimentos Turísticos, SA a) Grândola 100,00% 100,00% 100,00% 100,00%
Troiaresort, SGPS, SA a) Matosinhos 100,00% 100,00% 100,00% 100,00%
Tulipamar-Expl.Hoteleira Imob.,SA a) Grândola 100,00% 100,00% 100,00% 100,00%
Fitness
Acrobatic Tittle, S.A. a) Lisbon 10,00% 10,00% 10,00% 10,00%
Solinca - Health & Fitness, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Energy
Atelgen - Produção Energia, ACE a) Barcelos 51,00% 51,00% 51,00% 51,00%
CAPWATT - Brainpower, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
CAPWATT - ACE, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Capwatt Colombo - Heat Power, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Capwatt Engenho Novo - Heat Power, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Capwatt Hectare - Heat Power, ACE a) Maia 100,00% 100,00% 100,00% 100,00%
Capwatt II - Heat Power, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%

Consolidated Financial Statements

Capwatt III - Heat Power, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Capwatt Maia - Heat Power, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Capwatt Martim Longo - Solar Power, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Capwatt Vale do Caima - Heat Power, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Capwatt Vale do Tejo - Heat Power, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
CAPWATT - SCSGPS, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Carvemagere - Manutenção e Energias Renováveis, Lda a) Barcelos 65,00% 65,00% 65,00% 65,00%
Companhia Térmica SERRADO, ACE a) Maia 70,00% 70,00% 70,00% 70,00%
Companhia Térmica Tagol, Lda. a) Oeiras 100,00% 100,00% 100,00% 100,00%
CTE - Central Termoeléctrica do Estuário, Lda a) Maia 100,00% 100,00% 100,00% 100,00%
Enerlousado - Recursos Energéticos, Lda. a) Maia 100,00% 100,00% 100,00% 100,00%
1) Lusobrisa – Produção de Energia Eléctrica a) Maia 100,00% 100,00% - -
1) Gasflow, Unipessoal, Lda a) Maia 100,00% 100,00% - -
Ronfegen - Recursos Energéticos, Lda. a) Maia 100,00% 100,00% 100,00% 100,00%
Soternix - Produção de Energia, ACE a) Barcelos 51,00% 51,00% 51,00% 51,00%
Suncoutim – Solar Energy, SA. a) Faro 85,00% 85,00% 85,00% 85,00%
1) Ventos da Serra – Produção de Energia S.A. a) Maia 100,00% 100,00% - -
Refrigeration and HVAC
QCE - Desenvolvimento e fabrico de Equipamentos, SA a) Matosinhos 100,00% 70,00% 100,00% 70,00%
6) RACE – Refrigeration and Air Conditioning Engineering, S.A. a) Matosinhos 100,00% 70,00% 100,00% 70,00%
5) RACE, SGPS, SA a) Matosinhos 70,00% 70,00% 70,00% 70,00%
Sistavac Sistemas HVAC-R do Brasil, Ltda a) São Paulo 100,00% 70,00% 100,00% 70,00%
Sopair, S.A. a) Madrid 100,00% 70,00% 100,00% 70,00%
2) Spinarq Moçambique, Lda a) Maputo 70,00% 70,00% 70,00% 70,00%
3) Spinarq-Engenharia,Energia e Ambiente,SA a) Luanda - - 99,90% 99,90%
Other Assets
Bloco Q-Soc.Imobil.SA a) Maia 100,00% 100,00% 100,00% 100,00%
Casa da Ribeira-Sociedade Imobiliária, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Centro Residencial da Maia,Urban.,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Cinclus Imobiliária,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Contacto Concessões, SGPS, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Contry Club da Maia-Imobiliaria,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Empreend.Imob.Quinta da Azenha,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Fundo Esp.Inv.Imo.Fec. WTC a) Maia 100,00% 100,00% 100,00% 100,00%
Imoclub-Serviços Imobilários,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Imodivor - Sociedade Imobiliária, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Imohotel-Emp.Turist.Imobiliários,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Imoponte - Sociedade Imobiliária, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Imosedas-Imobiliária e Seviços,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Implantação - Imobiliária, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
Inparvi SGPS, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Interlog-SGPS,SA a) Lisbon 98,98% 98,98% 98,98% 98,98%
Porturbe-Edifícios e Urbanizações,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Praedium - Serviços, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Praedium II-Imobiliária,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Prédios Privados Imobiliária,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Predisedas-Predial das Sedas,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Promessa Sociedade Imobiliária, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
SC Assets, SGPS, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Sete e Meio Herdades-Inv. Agr. e Tur.,SA a) Grândola 100,00% 100,00% 100,00% 100,00%
Société de Tranchage Isoroy SAS. a) Honfleur 100,00% 100,00% 100,00% 100,00%
Soira - Soc. Imobiliária de Ramalde, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Sótaqua - Soc. de Empreend. Turisticos a) Maia 100,00% 100,00% 100,00% 100,00%
Spinveste - Promoção Imobiliária, SA a) Maia 100,00% 100,00% 100,00% 100,00%

Consolidated Financial Statements

Spinveste-Gestão Imobiliária SGII,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Urbisedas-Imobiliária das Sedas, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Vistas do Freixo-Emp.Tur.Imobiliários,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Industrial Engineering
4)7) SC, INDUSTRIALS, SGPS, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
1) Adira – Metal Forming Solutions a) Porto 100,00% 100,00% - -
1) Guimadira – Máquinas e Ferramentas, Lda. a) Vila Nova
de Gaia
100,00% 100,00% - -
Others
Imobeauty, S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
SC - Sociedade de Consultadoria, SA a) Maia 100,00% 100,00% 100,00% 100,00%
SC Finance BV a) Amsterdam 100,00% 100,00% 100,00% 100,00%
SC For - Ser.Formação e Desenvolv.Recursos Humanos, SA a) Maia 100,00% 100,00% 100,00% 100,00%
UP Invest, SGPS, SA a) Maia 100,00% 100,00% 100,00% 100,00%
SC, SGPS, SA a) Maia 100,00% 100,00% 100,00% 100,00%
Solinfitness - Club Málaga, S.L. a) Málaga 100,00% 100,00% 100,00% 100,00%
3) Spred, SGPS, SA a) Maia - - 100,00% 100,00%

1) Company acquired in the period;

2) Company discontinued in the period;

3) Company sold in the period; 4) Transfer from the segment Other Assets;

5) Ex – Sistavac, SGPS, S.A.:

6) Ex - Sistavac, S.A.:

7) Ex – SC-Eng. e Promoção Imobiliária SGPS, S,A.

a) Majority of voting rights

Consolidated Financial Statements

5. INVESTMENTS IN ASSOCIATED AND JOINTLY CONTROLLED COMPANIES

Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 September 2017 and 31 December 2016 are as follows:

30 September 2017
Percentage of
Capital Held
Company name Head
Office
Direct Total Total
Assets
Total
Liabilities
Total
Costs
Total
income
Share
Capital
Net
income
Balance
Value
Jointly Controlled Companies
Other Assets
Andar - Sociedade
Imobiliária, SA
Maia 50.00% 50.00% 16,608,338 16,894,311 114,901 1,102 (285,973) (113,799) -
1) Sociedade de Construções do
Chile, SA
Maia 100.00% 50.00% 17,277,044 1,001,158 630,775 2,968,607 16,275,886 2,337,832 -
1) Vastgoed One - Sociedade
Imobiliária, SA
Maia 100.00% 50.00% 12,050,881 - 83 - 12,050,881 (83) -
1) Vastgoed Sun – Sociedade
Imobiliária, SA
Maia 100.00% 50.00% 12,055,565 - 79 - 12,055,565 (79) -
Associated Companies
Other Assets
Lidergraf - Artes Gráficas, Lda Vila do Conde 24.50% 24.50% 18,110,800 10,277,189 14,898,162 15,874,813 7,833,610 976,651 1,198,306
Energy
Feneralt - Produção de Energia, ACE Barcelos 25.00% 25.00% 566,326 188,203 814,845 1,188,758 378,123 373,913 92,707

76,668,954 28,360,861 16,458,845 20,033,280 48,308,092 3,574,435 1,291,013

31 December 2016
Capital Held Percentage of
Company name Head
Office
Direct Total Total
Assets
Total
Liabilities
Total
Costs
Total
income
Share
Capital
Net
income
Balance
Value
Jointly Controlled Companies
Other Assets
Andar - Sociedade
Imobiliária, SA
Maia 50.00% 50.00% 16,604,641 16,776,815 917,743 - (172,174) (917,743) -
1) Sociedade de Construções do
Chile, SA
Maia 100.00% 50.00% 14,746,910 810,256 63,685 166 13,936,655 (63,520) -
1) Vastgoed One - Sociedade
Imobiliária, SA
Maia 100.00% 50.00% 12,050,074 610 1,389 135 12,049,464 (1,254) -
1) Vastgoed Sun – Sociedade
Imobiliária, SA
Maia 100.00% 50.00% 12,054,754 610 1,297 135 12,054,143 (1,162) -
Associated Companies
Other Assets
Lidergraf - Artes Gráficas, Lda Vila do Conde 24.50% 24.50% 17,937,039 10,378,691 21,305,990 22,539,972 7,558,348 1,233,982 1,138,099
2) Norscut - Concessionária
de Scut Interior Norte, SA
Lisbon - - - - - - - - -
2) Operscut - Operação e Manutenção
de Auto-estradas, SA
Lisbon - - - - - - - - -
Energy
Feneralt - Produção de Energia, ACE Barcelos 25.00% 25.00% 1,036,916 522,770 1,404,866 1,910,592 442,562 438,352 96,801
74,430,334 28,489,752 23,694,970 24,451,000 45,868,998 688,655 1,234,900

1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all of these investments; 2) Company sold in 30 September 2016.

Associated and jointly controlled companies are consolidated using the equity method.

Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of additional losses under the terms of IAS 28.

Consolidated Financial Statements

During the periods ended 30 September 2017 and 2016, movements in investments of associated and jointly controlled companies may be summarized as follows:

30 September 2017 30 September 2016
Opening balance as at 1 January 1,266,842 12,992,457
Equity method 262,997 7,564,620
Dividends received (206,883) (287,240)
Closing balance as at 30 September 1,322,956 1,101,262
Accumulated impairment losses (Note 22) (31,943) (31,943)
1,291,013 1,069,319

The use of the equity method had the following impacts: 262,997 euro recorded on share of results of associated undertakings (182,779 euro at 30 September 2016), and 0 euro in changes in reserves (7,381,842 euro at 30 September 2016).

6. OTHER INVESTMENTS

Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 September 2017 and 31 December 2016 are as follows:

Percentage of capital held
30 September
2017
31 December
2016
Book Value
Company Head
Office
Direct Total Direct Total 30 September
2017
31 December
2016
Resorts
Infratroia – Emp. de Infraest.
de Troia, E.N.
Grândola 25.90% 25.90% 25.90% 25.90% 64,747 64,747
Other Assets
Net, SA Lisbon 0.98% 0.98% 0.98% 0.98% 23,034 23,034
Fundo de Capital de Risco F
HITEC
Lisbon 6.48% 6.48% 6.48% 6.48% 250,950 250,950
Other investments 208,105 140,124
Total 546,836 478,855

As at 30 September 2017 and 31 December 2016, movements in investments were as follows:

30 September 2017 31 December 2016
Non-current Current Non-current Current
Investments at acquisition cost
Opening balance as at 1 January 770,693 - 889,353 -
Acquisitions in the period 127,441 - 23,752 -
Disposals in the period (59,460) - (142,412) -
Closing balance as at 30 September 838,674 - 770,693 -
Accumulated impairment losses (Note 22) (291,838) - (291,838) -
546,836 - 478,855 -
Other Investments 546,836 - 478,855 -

Consolidated Financial Statements

7. CHANGES TO THE CONSOLIDATION PERIMETER

During the period ended 30 September 2017 the following companies were acquired:

Percentage of capital held at acquisition date
Company Head
Office
Direct Total
Gasflow, Unipessoal, Lda Maia 100,00% 100,00%
Lusobrisa – Produção de Energia Eléctrica, S.A. Maia 100,00% 100,00%
Ventos da Serra – Produção de Energia S.A. Maia 100,00% 100,00%
Adira – Metal Forming Solutions, S.A. Porto 100,00% 100,00%
Guimadira – Máquinas e Ferramentas, Lda. Vila Nova de Gaia 100,00% 100,00%

Impacts in the consolidated financial statements at the inclusion date were as follows:

Acquisition date 30 September 2017
Net assets acquired
Tangible and intangible assets (Note 8) 44,604,876 42,658,124
Financial investments 1,494,396 1,484,439
Other assets 9,953,806 9,581,843
Cash and cash equivalents 2,992,571 356,576
Other liabilities (45,287,003) (40,129,239)
13,758,646 13,951,743
Total equity 13,758,646 13,951,743
Income statements from the acquired companies
External supplies and services 1,349,492 -
Staff costs 1,713,846 -
Depreciation and amortisation 1,466,229 -
Provisions and impairment losses 2,940,048 -
Other operating expenses 267,628 -
Operational expenses 8,192,347 -
Sales 5,388,203 -
Services rendered 2,573,776 -
Other operating income 472,277 -
Operational income 8,434,256 -
Operational profit/(loss) 241,909 -
Financial income 4,362 -
Financial expenses 592,968 -
Net financial income / (expenses) (588,605) -
Profit/(Loss) before taxation (346,696) -
Taxation (13,995) -
Profit/(Loss) for the year (360,691) -
Gain/(Loss) on acquisition 1,765,245
Acquisition price 20,638,690
Payments made 19,553,340
Net cash flow from the acquisition
Payments made 19,553,340
Cash and equivalents acquired (2,992,571)
16,560,769

Consolidated Financial Statements

8. TANGIBLE ASSETS AND INTANGIBLE ASSETS

During the nine month period ended 30 September 2017, movements in tangible and intangible fixed assets as well as in amortisation and accumulated impairment losses, are made up as follows:

Tangible Assets
Land and
Natural
Resources
Buildings and
Other
Constructions
Plant and
Machinery
Vehicles Fixtures
and
Fittings
Others Tangible
Assets in
progress
Total
Tangible
Assets
Gross Cost:
Opening balance as at
1 January 2017
49,277,022 163,142,640 203,878,370 988,371 4,117,201 2,239,282 2,619,249 426,262,135
Changes in consolidation
perimeter (companies in)
1,202,850 5,137,832 55,866,629 707,476 56,299 2,602,549 1,112,976 66,686,612
Changes in consolidation perimeter
(companies out)
- - (83,313) (344,457) (30,950) (3,886) - (462,605)
Discontinued operations - - - (9,693) (545) - - (10,238)
Capital expenditure 63,921 374,956 342,664 - 4,562 - 5,899,570 6,685,672
Disposals (982,836) (12,182,396) (2,398,757) (1,706) (102,142) (22,300) (12,037) (15,702,174)
Exchange rate effect - - (12,388) (43,057) (7,660) (4,728) - (67,833)
Transfers 407 598,665 2,087,556 - 124,295 24,385 (3,212,354) (377,044)
Closing balance as at
30 September 2017
49,561,364 157,071,697 259,680,761 1,296,936 4,161,059 4,835,303 6,407,405 483,014,525
Accumulated depreciation -
Opening balance as at
1 January 2017
- 41,590,603 105,170,616 930,711 3,409,113 1,742,151 - 152,843,194
Changes in consolidation
perimeter (companies in)
2,492,268 20,268,910 526,652 54,494 516,968 - 23,859,293
Changes in consolidation perimeter
(companies out)
- (44,526) (330,228) (22,521) (3,239) - (400,514)
Discontinued operations - - (6,058) (297) - - (6,355)
Charges for the period 2,018,739 10,677,082 29,078 141,053 66,362 - 12,932,315
Disposals (3,210,179) (598,841) (1,706) (102,102) (22,300) - (3,935,127)
Exchange rate effect - (6,728) (40,434) (6,332) (4,067) - (57,562)
Transfers - (97,900) - 41 - - (97,860)
Closing balance as at
30 September 2017
- 42,891,432 135,368,613 1,108,016 3,473,449 2,295,875 - 185,137,385
Accumulated impairment losses
Opening balance as at
1 January 2017
7,602,813 25,704,222 1,327,036 - - - - 34,634,071
Changes in consolidation
perimeter (companies in)
- - 3,219,123 - - - - 3,219,123
Charges for the period 19,199 39,589 6,110 - - - - 64,898
Reversals for the period (96,347) (863,894) (24,160) - - - - (984,400)
Closing balance as at
30 September 2017
7,525,665 24,879,917 4,528,109 - - - - 36,933,690
Carrying amount
As at 1 January 2017 41,674,209 95,847,815 97,380,718 57,660 708,088 497,131 2,619,249 238,784,870
As at 30 September 2017 42,035,699 89,300,349 119,784,039 188,919 687,611 2,539,428 6,407,405 260,943,450

a) During the first nine months of 2017 subsidies to investment were reclassified from "Other current liabilities – Investment Aid" and "Other non-current creditors – Investment Aid" to "Fixed assets" in the amount of (304.561) euro, as set out in IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance. In the income statement, the subsidie to offset the related cost is now stated in the line of "Depreciation and amortisation".

Major amounts included in the caption Tangible assets in progress, refer to the following projects:

30 September 2017 31 December 2016
Troiaresort 1,681,457 1,657,460
Cogeneration Project 1,254,934 -

Consolidated Financial Statements

6,407,405 2,619,249
Others 1,492,114 660,905
Health Clubs Refurbishment 978,899 300,884

During the nine month period ended 30 September 2017, intangible fixed assets as well as in amortisation and accumulated impairment losses are made up as follows:

Intangible Assets
Patents
and other
similar
rights
Software Others Intangible
Assets in
progress
Total
Intangible
Assets
Gross Cost:
Opening balance as at 1 January 2017 8,189,952 3,778,269 283,781 382,826 12,634,829
Changes in consolidation perimeter (companies in) 4,868,797 52,042 3,600,331 1,128,122 9,649,292
Changes in consolidation perimeter (companies out) - (4,959) - - (4,959)
Capital expenditure - - 192,698 715,430 908,128
Disposals - (183) - - (183)
Exchange rate effect - (2,795) - (726,384) (2,795)
Transfers (479,859) 686,910 (225,059) - (744,392)
Closing balance as at 30 September 2017 12,578,891 4,509,285 3,851,751 1,499,993 22,439,920
Accumulated amortization
Opening balance as at 1 January 2017 1,700,975 3,094,135 224,289 - 5,019,398
Changes in consolidation perimeter (companies in) 1,570,467 29,000 2,453,146 - 4,052,613
Changes in consolidation perimeter (companies out) - (4,959) - - (4,959)
Charges for the period 353,990 417,427 76,653 - 848,070
Disposals - (183) - - (183)
Exchange rate effect - (2,489) - - (2,489)
Transfers - - - - -
Closing balance as at 30 September 2017 3,625,432 3,532,931 2,754,088 - 9,912,451
Accumulated impairment
Opening balance as at 1 January 2017 - - - - -
Changes in consolidation perimeter (companies in) - - 600,000 - 600,000
Changes in consolidation perimeter (companies out) - - - - -
Charges for the period - - - - -
Disposals - - - - -
Exchange rate effect - - - - -
Transfers - - - - -
Closing balance as at 30 September 2017 - - 600,000 - 600,000
Carrying amount
As at 1 January 2017 6,488,978 684,135 59,492 382,826 7,615,431
As at 30 September 2017 8,953,459 976,354 497,664 1,499,993 11,927,469

a) During the first nine months of 2017 subsidies to investment was reclassified from "Other current liabilities – Investment Aid" (Note 21) and "Other non-current creditors – Investment Aid" to "Intangible Assets" in the amount of (473.543) euro, as set out in IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance. In the income statement, the subsidie to offset the related cost is now stated in the line of Depreciation and Amortisation.

As at 30 September 2017 the net assets of Marina de Troia in Patents and other similar rights, amounts to 5,699,798 euro (5,701,588 euro at 31 December 2016).

Consolidated Financial Statements

9. GOODWILL

During the periods ended 30 September 2017 and 31 December 2016, movements in goodwill, as well as in corresponding impairment losses, are as follows:

30 September 2017 31 December 2016
Gross amount:
Opening balance 62,194,124 62,194,124
Increases - acquisition of affiliated companies 10,402,905 -
Decreases - disposals of affiliated companies (563,932) -
Closing balance 72,033,097 62,194,124
Accumulated impairment losses:
Opening balance 24,353,034 1,301,596
Increases - 23,051,438
Closing balance 24,353,034 24,353,034
Total 47,680,063 37,841,090

10. OTHER NON-CURRENT DEBTORS

As at 30 September 2017 and 31 December 2016, other non-current debtors are detailed as follows:

30 September 2017 31 December 2016
Loans granted to related parties
Others 907,654 874,613
907,654 874,613
Impairment losses (Note 22) (34,916) (34,916)
872,738 839,697
Trade accounts receivable and other debtors
Others 1,191,471 1,196,777
Impairment losses (Note 22) - -
1,191,471 1,196,777
Deferred costs
Financing charges 312,789 -
312,789 -
Total financial instruments 2,376,999 2,036,474
Other non-current debtors 2,377,000 2,036,474

Consolidated Financial Statements

11. INVENTORIES

Inventories as at 30 September 2017 and 31 December 2016 can be detailed as follows, highlighting the value attributable to real estate developments:

30 September 2017 31 December 2016
Total of which Real
Estate
Developments
of which Real
Estate
Developments
Raw materials, by-products and consumables 4,831,596 - 1,416,846 -
Goods for sale 16,983,026 15,423,406 30,621,892 29,396,542
Finished goods 15,691,797 14,287,696 16,227,654 16,227,654
Work in progress 72,339,758 66,185,960 71,597,057 67,573,121
109,846,177 95,897,062 119,863,448 113,197,317
Accumulated impairment losses on stocks
(Note 22)
(6,847,643) (6,389,840) (15,351,494) (15,340,458)
Total Operations 102,998,533 89,507,222 104,511,954 97,856,859

12. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 September 2017 and 31 December 2016, trade accounts receivable and other current assets are detailed as follows:

30 September 2017 31 December 2016
Trade accounts receivable 34,846,340 22,289,476
Accumulated impairment losses on trade debtors (Note 22) (6,233,997) (4,259,208)
28,612,342 18,030,267
Taxes recoverable 8,705,883 10,540,381
Loans granted to and other amounts to be received from related
parties
64,144 139,309
Other current assets
Suppliers with a debtor balance 4,749,872 1,222,273
Other debtors 4,952,685 3,875,438
Accounts receivable from the sale of financial investments 3,549,848 4,088,126
Accounts receivable from the sale of tangible assets 5,671,587 5,920
Interest receivable 7,816 28,246
Deferred costs - Rents 690,864 373,360
Deferred costs - External supplies and services 1,388,116 1,155,795
Other current assets 6,968,013 10,290,839
27,978,802 21,039,996
Accumulated impairment losses on other current assets (Note 22) (1,995,925) (2,003,417)
Trade accounts receivable and other current assets 63,365,246 47,746,536

The caption "Other current assets" includes accruals related with works in progress at the end of the reporting period in the Refrigeration and HVAC segment.

Consolidated Financial Statements

13. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 September 2017 and 31 December 2016 can be detailed as follows, splitted between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30
September
2017
31
December
2016
30
September
2017
31
December
2016
Amortisation and Depreciation harmonisation adjustments 273,591 566,662 4,316,667 4,068,443
Provisions and impairment losses of non-tax deductible 5,656,307 5,320,494 - -
Write off of tangible and intangible assets 71,250 71,250 - -
Write off of accruals - - - -
Revaluation of tangible assets - - 633,827 93,307
Tax losses carried forward 21,354,811 21,414,207 - -
Financial instruments - - - -
Write off of stocks - - 444,340 462,815
Taxable temporary differences arising from the fair
value of non-current liabilities
- - 6,540,692 6,529,266
Others 1,029,514 7,644 9,487,326 8,481,456
28,385,473 27,380,258 21,422,852 19,635,287

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2017 and 31 December 2016, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 September 2017 31 December 2016
Tax losses
carried
forward
Deferred tax
assets
Time
limit
Tax losses
carried
forward
Deferred tax
assets
Time
limit
With limited time use
Generated in 2012 15,560,877 3,267,784 2017 15,843,716 3,327,180 2017
Generated in 2013 18,024,639 3,785,174 2018 18,024,639 3,785,174 2018
Generated in 2014 13,536,168 2,842,595 2026 13,536,168 2,842,595 2026
Generated in 2015 47,663,128 10,009,257 2027 47,663,128 10,009,257 2027
Generated in 2016 6,904,762 1,450,000 2028 6,904,762 1,450,000 2028
Generated in 2017 - - 2022
101,689,574 21,354,811 101,972,414 21,414,207
With a time limit different
from the above mentioned
- - - -
101,689,574 21,354,811 101,972,414 21,414,207

An analysis was made on the relevance of the recognition of deferred taxes, taking into account the possibility of them to be recovered in accordance with the medium and long term prospects of the Group.

Deferred tax assets arising from tax losses have been recorded only when it is likely to occur taxable income in the future.

Consolidated Financial Statements

As at 30 September 2017, tax losses carried forward amounting to 64,800,037 euro (54,752,193 euro as at 31 December 2016), have not originated deferred tax assets for prudential reasons and are detailed as follows:

30 September 2017 31 December 2016
Tax losses
carried
forward
Tax Credit Time
limit
Tax losses
carried
forward
Tax
Credit
Time
limit
With limited time use
Generated in 2012 18,080,790 3,796,966 2017 13,872,225 2,913,167 2017
Generated in 2013 26,067,561 5,474,188 2018 25,870,105 5,432,722 2018
Generated in 2014 49,633 10,423 2026 22,249 4,672 2026
Generated in 2015 14,778 3,103 2027 29,058 6,102 2027
Generated in 2016 5,140,097 1,079,420 2028 2,892,333 607,390 2028
Generated in 2017 3,106,630 652,392 2022 - -
52,459,488 11,016,493 42,685,969 8,964,054
Without limited time use 11,920,139 2,980,035 11,658,674 2,914,669
With a time limit different
from the above mentioned
420,409 96,876 407,549 94,305
12,340,548 3,076,911 12,066,224 3,008,973
64,800,037 14,093,404 54,752,193 11,973,027

14. CASH AND CASH EQUIVALENTS

As at 30 September 2017 and 31 December 2016, cash and cash equivalents can be detailed as follows:

30 September 2017 31 December 2016
Cash at hand 171,115 133,923
Bank deposits 5,055,282 32,604,013
Treasury applications 12,648 9,272
Cash and cash equivalents on the balance sheet 5,239,045 32,747,208
Bank overdrafts (Note 17) (525,233) (15,769)
Cash and cash equivalents in the statement of cash-flows 4,713,812 32,731,439

Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 17).

Consolidated Financial Statements

15. EQUITY

The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.

As at 30 September 2017, Sonae Capital SGPS, S.A. owns 4,783,433 own shares (5,516,571 own shares at 31 December 2016) booked for 1,305,839 euro (1,404,226 euro at 31 December 2016).

Other reserves includes amounts equal to the value of own shares held by the Group's parent company. This reserve should be unavailable while these shares are kept by the company.

The Reserves and retained earnings of Sonae Capital Group in the periods ended 30 September 2017 and 31 December 2016 are as follows:

30 September 2017 31 December 2016
Demerger reserve 132,638,253 132,638,253
Translation reserves 75,423 12,876
Hedging reserves 6,370 5,004
Others (94,514,345) (88,414,342)
Other reserves and retained earnings 38,205,701 44,241,791

Demerger reserve

The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.

Translation reserves

These reserves are comprised by the conversion into euro of the financial statements of the subsidiaries that have other functional currency.

Hedging Reserve

This caption is comprised by the fair value of hedging derivatives and the accrued interest of that derivative. The amounts in this reserve are transferred to the income statement when subsidiaries are sold or liquidated.

Consolidated Financial Statements

16. NON-CONTROLLING INTERESTS

Movements in non-controlling interests in the periods ended 30 September 2017 and 31 December 2016 are as follows:

30 September 2017 31 December 2016
Opening balance as at 1 January 9,925,965 10,247,125
Changes in hedging reserves - -
Changes in the percentage of capital held in affiliated companies - (24,782)
Changes resulting from currency translation (9,605) 482
Dividends paid (926,710) (1,441,468)
Others (2,432) 45,913
Profit for the period attributable to minority interests 988,750 1,098,695
Closing balance 9,975,968 9,925,965

The non-controlling interests are primarily from companies in the Refrigeration and HVAC segment.

Consolidated Financial Statements

17. BORROWINGS

As at 30 September 2017 and 31 December 2016, Borrowings are made up as follows:

30 September 2017 31 December 2016
Outstanding amount Outstanding amount
Current Non-Current Current Non-Current Repayable on
Bank loans
Sonae Capital SGPS - commercial paper a) 3,300,000 - - - Fev/2018
Sonae Capital SGPS - commercial paper b) 10,000,000 - - - Jun/2018
Sonae Capital SGPS - commercial paper c) - - - 20,000,000 Jun/2021
Sonae Capital SGPS - commercial paper d) 8,250,000 - - - Jun/2021,
Sonae Capital SGPS - commercial paper e) - 10,000,000 - - Fev/2023
Up-front fees - (18,970) - (445,544)
Others 2,102,949 3,775,886 1,121,468 977,912
23,652,949 13,756,916 1,121,468 20,532,367
Bank overdrafts (Note 14) 525,233 - 15,769 -
Bank loans 24,178,182 13,756,916 1,137,237 20,532,367
Bond Loans
Sonae Capital 2014/2019 Bonds - 42,500,000 - 42,500,000 May/2019
Sonae Capital 2016/2021 Bonds - 15,000,000 - 15,000,000 Jul/2021
Up-front fees - (288,998) - (392,289)
Bond Loans - 57,211,002 - 57,107,711
Other loans 24,394 221,783 117,400 246,177
Derivatives (Note 18) - - 4,530 -
Obligations under finance leases 3,268,164 13,992,314 3,214,278 16,449,963
Up-front fees on finance leases - (63,853) - (73,991)
27,470,740 85,118,161 4,473,445 94,262,228

a) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with commitment of at least six months to a year, placed in relationship banks.

b) Commercial paper programme, with subscription guarantee, issued on 30 June 2017 with annual payments, unless denounced by either party. c) Commercial paper programme, with subscription guarantee, issued on 23 de June 2016 and valid for a five years period, with annual

payments. d) Commercial paper programme, with subscription guarantee, issued on 31 December 2013, with automatic annual renewals up to seven

years and six months, unless denunciated by either party.

e) Commercial paper programme, with subscription guarantee, issued on 24 February 2017 and valid until February 2023, with semiannual payments starting in 2019.

As at 30 September 2017, borrowings of the Group were as follows:

  • Sonae Capital, SGPS, SA, 2014/2019 bond loan in the amount of 42,500,000 euro, with a five year maturity, and a sole reimbursement on 28 May 2019. This bond loan bears interest every six months.
  • Sonae Capital, SGPS, SA, 2016/2021 bond loan in the amount of 15,000,000 euro, with a five year maturity, and a sole reimbursement on 29 July 2021, except if the issuer exercise the Call Option. This bond loan bears interest every six months.

The interest rate on bonds and bank loans in force on 30 September 2017 was on average 2.40% (2.69% in December 2016).

Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value.

Other non-current loans include government refundable grants to group companies, which do not bear interest.

Consolidated Financial Statements

The Group has a loan covenant negotiated in accordance with market practices and is in regular compliance at the present date.

The repayment schedule of the nominal value of borrowings may be summarised as follows:

30 September 2017 31 December 2016
Nominal value Interest Nominal value Interest
N+1 27,472,813 2,584,761 4,468,915 2,557,645
N+2 49,653,921 2,400,244 8,786,986 2,280,282
N+3 6,314,424 649,200 51,245,074 1,368,522
N+4 20,565,644 535,266 8,466,613 482,773
N+5 4,750,188 104,476 22,619,129 422,525
After N+5 4,203,733 41,655 4,056,251 62,467
112,960,723 6,315,601 99,642,967 7,174,215

Consolidated Financial Statements

18. DERIVATIVES

Interest rate derivatives

As of 30 September 2017 the Group has no hedging instruments.

Hedging instruments used by the Group as at 31 December 2016 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 193,262 euro, whose fair value is 4,530 euro and are recorded as liabilities in other loans (Note 17). As at 31 December 2016 all derivatives are hedging derivatives.

These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black-Scholes model and its variants.

The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level 2 requirements set on the IFRS 7.

Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:

  • Matching between cash-flows received and paid, i.e., there is a perfect match between the dates of the re-fixing of interest rates on financing contracted with the bank and the dates of the re-fixing of interest rates on the derivative;
  • Perfect matching between indices: the reference index for the hedging instrument and that for the financing to which the underlying derivative relates are the same;
  • In the case of extreme rises in interest rates, the maximum cost of financing is limited.

Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.

Fair value of derivatives

The fair value of derivatives is as follows:

Assets Liabilities
30 September 2017 31 December 2016 30 September 2017 31 December 2016
Non-Hedge accounting derivatives
Interest rate - - - -
Hedge accounting derivatives
Interest rate (Note 17) - - - 4,530
Other derivatives - - - -
- - - 4,530

Consolidated Financial Statements

19. OTHER NON-CURRENT CREDITORS

As at 30 September 2017 and 31 December 2016 other non-current creditors can be detailed as follows:

30 September 2017 31 December 2016
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA (Note 28) 1,739,399 1,825,274
Others 232,513 232,150
1,971,911 2,057,424
Other creditors
Creditors in the restructuring process of Torralta 650,478 623,702
Others - -
650,478 623,702
Deferred income
Investment aid - 606,056
Obligations by share-based payments (Note 20) 340,989 464,519
340,989 1,070,575
Other non-current creditors 2,963,378 3,751,701

During the first nine months of 2017 subsidies to investment were reclassified from "Other current liabilities – Investment Aid" to "Fixed Assets" and "Intangible Assets" in the amount of 606.056 euro, as set out in IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance.

Consolidated Financial Statements

20. SHARE-BASED PAYMENTS

Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired, three years after they were attributed to the employee. The acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the option to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.

As at 30 September 2017 and 31 December 2016, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:

Fair Value
Year of grant Vesting year Number of participants 30 September 2017 31 December 2016
Shares
2014 2017 6 - 406,269
2015 2018 6 559,199 512,554
2016 2019 6 408,209 368,445
2017 2020 12 411,473 -
Total 1,378,880 1,287,269

As at 30 September 2017 and 31 December 2016, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:

30 September 2017 31 December 2016
Other non-current creditors (Note 19) 340,990 464,518
Other current creditors 512,599 406,269
Reserves (277,619) (170,768)
Staff Costs 575,970 700,019

Consolidated Financial Statements

21. TRADE ACCOUNTS PAYABLE

As at 30 September 2017 and 31 December 2016 trade accounts payable can be detailed as follows:

30 September 2017 31 December 2016
Trade creditors 33,890,343 16,479,554
Loans granted by and other payables to related parties 788,829 204,288
Other current liabilities
Fixed assets suppliers 2,506,949 1,164,703
Advances from customers and down payments 1,847,259 838,494
Other creditors 13,831,341 2,482,586
Taxes and contributions payable 4,920,137 4,719,004
Accrued staff costs 7,396,762 6,376,663
Amounts invoiced for works not yet completed 4,824,326 4,892,128
Accrued expenses with purchases - Energy Segment 100,000 1,872,405
Interest payable 650,322 408,023
Investment aid 149,475 926,085
Other liabilities 12,601,191 10,514,414
48,827,762 34,194,504
Trade accounts payable and other current liabilities 83,506,934 50,878,346

During the first nine months of 2017 subsidies to investment were reclassified from "Other current liabilities – Investment Aid" to "Fixed Assets" and "Intangible Assets" in the amount of 203.660 euro, as set out in IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance.

Consolidated Financial Statements

22. PROVISIONS AND ACUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 September 2017 were as follows:

Captions Balance as
at
1 January
Increases Decreases Utilisations Balance as at
30 September
2017
Accumulated impairment losses on:
Tangible Assets (Note 8) 34,634,071 3,284,020 (984,401) - 36,933,690
Intangible Assets (Note 8) - 600,000 - - 600,000
Goodwill (Note 9) 24,353,034 - - - 24,353,034
Other Investments (Notes 5 and 6) 323,781 - - - 323,781
Other non-current assets (Note 10) 34,916 - - - 34,916
Trade accounts receivable (Note 12) 4,259,204 2,250,264 (274,685) (791) 6,233,992
Other current assets (Note 12) 2,003,417 147,342 (154,834) - 1,995,925
Stocks (Note 11) 15,351,493 455,104 (8,958,956) - 6,847,641
Non-current provisions 3,079,824 - - - 3,079,824
Current provisions 3,939,016 1,652,979 - (1,303,155) 4,288,840
total 87,978,757 8,389,709 (10,372,876) (1,303,946) 84,691,643

As at 30 September 2017 and 31 December 2016 detail of other provisions was as follows:

30 September 2017 31 December 2016
Judicial claims 1,858,392 1,697,459
Provision for secured income 1,700,598 2,628,037
Others 3,809,674 2,693,345
Total 7,368,664 7,018,840

The amount in provision for guaranteed income is the estimate of the difference between the amount to be charged through the properties sold in "Tróia" and the guaranteed income to property owners. The amount to be charged through the operation of these assets is estimated based on the average of the values obtained in previous years.

23. OTHER OPERATIONAL INCOME

Other operational income for the period ended 30 September 2017 and 2016 was as follows:

30 September 2017 30 September 2016
Own work capitalised 59,710 6,794
Gains on sales of assets 2,362,016 613,457
Supplementary income 541,304 488,274
Others 1,308,407 2,419,277
Continued Operations 4,271,437 3,527,802
Discontinued Operations - (214,741)
Total 4,271,437 3,313,061

Consolidated Financial Statements

24. CONTINGENT ASSETS AND LIABILITIES

As at 30 September 2017 and 31 December 2016 the most important contingent liabilities referred to guarantees given and were made up as follows:

30 September 2017 31 December 2016
Guarantees given:
on VAT reimbursements 5,199,346 5,199,346
on tax claims 15,619,117 17,589,470
on municipal claims 1,134,224 1,134,224
guarantees given on rental contracts 12,701,147 3,521,714
Others 9,877,450 10,172,103

Others include the following guarantees:

  • 4,525,753 euro as at 30 September 2017 (5,872,865 euro as at 31 December 2016) of guarantees on construction works given to clients;
  • 3,766,391 euro as at 30 September 2017 (3.766.391 euro as at 31 December 2016) of guarantees given concerning building permits in the Resorts segments.
  • 1,131,073 euro as at 30 September 2017 of guarantees given to suppliers and to IAPMEI ( Institute of Support to Small and Medium Enterprises and Innovation) in the Industrial Engineering segment.

The Group has not registered provisions for the events/disagreements for which these guarantees were given since its board of Directors believes that the above mentioned events will not result in a loss for the Group.

25. INVESTMENT INCOME

As at 30 September 2017 and 2016, Investment income was made up as follows:

30 September 2017 30 September 2016
Dividends - 105,147
Adjustment to the liquidation price of "Sodesa SA." 1,448
Adjustment to the liquidation price of "Powercer SA." 4,944
Adjustment to the selling price of "Box Lines Navegação" 44,418 -
Losses on sales of group companies (84,934)
Gains in the acquisition of group companies 1,765,245
Gains of investments in group companies 1,731,121 67,144
Capital gain associated to the sale of
Norscut - Concessionária de Scut Interior Norte, SA and
- 17,831,750
Sale of investment units from "Fundo de Investimento
Imobiliário Fechado Imosede"
(22,325)
Income from "Fundo de Investimento Imobiliário Imosonae Dois" - 14,050
Gains/(Losses) on sale of other investments - 17,823,475
Perdas de imparidade de investimentos
Others (3) (653)
Investment Income - 1,731,118 - 17,995,113

Consolidated Financial Statements

26. TAXATION

As at 30 September 2017 and 2016, Taxation was made up as follows:

30 September 2017 30 September 2016
Current tax 677,636 421,976
Deferred tax 722,946 389,764
Taxation 1,400,582 811,740

27. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 September 2017 and 2016, the reconciliation of consolidated net profit can be analysed as follows:

30 September 2017 30 September 2016
Aggregate net profit - continued operations 80,038,066 82,134,063
Aggregate net profit - discontinued operations (788,053) (608,480)
Harmonisation adjustments 3,208,017 (848,715)
Elimination of intragroup dividends (154,987,686) (454,096,129)
Share of gains/(losses) of associated undertakings 262,997 (104,461)
Elimination of intragroup capital gains/(losses) 68,715,926 -
Elimination of intragroup impairment (12,719,962) 392,244,800
Adjustments of gains/(losses) on assets disposals - -
Adjustments of gains/(losses) of financial shareholdings sale 16,760,912 (5,524,073)
Others (2) -
Consolidated net profit for the year - continued operations 1,470,868 13,974,183
Consolidated net profit for the year - discontinued operations (980,653) (777,178)
Consolidated net profit for the year 490,214 13,197,005

Consolidated Financial Statements

28. RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

September 2017 September 2016
Transactions Sales and
services
rendered
Purchases
and services
obtained
Sales and
services
rendered
Purchases
and services
obtained
Parent company
Associated companies 20,439 8,381 44,931 24,901
Feneralt - Produção de Energia, ACE 12,470 15,187 26,260 -
Lidergraf - Artes Gráficas, Lda 7,969 23,568 18,671 24,901
Other partners and Group companies 32,385,881 5,000,862 26,896,861 3,545,534
Alpêssego - Sociedade Agrícola, SA 3,923 - 5,500 (327)
Casa Agrícola de Ambrães, S.A. 3,334 - - -
Aqualuz - Turismo e Lazer, Lda 1,316,484 1,796 - -
Arrábidashopping- Centro Comercial, S.A. 1,680 - - -
BB Food Service, SA 245,792 (4,461) 431,168 (9,305)
BOM MOMENTO - Comércio Retalhista, SA 200,974 (34) 6,643 -
Bright Development Studio, S.A. 62 - - -
Cascaishopping- Centro Comercial, S.A. 545,131 (05) 417,886 (783)
Centro Colombo- Centro Comercial, S.A. 731,170 808,904 835,190 164,125
Continente Hipermercados, S.A. 3,101,580 (6,480) 826,745 1,177
Contimobe-Imobil.Castelo Paiva,SA - 3,619 284,003 3,614
Digitmarket-Sistemas de Informação,SA 261 206,539 75 198,396
Discovery Sports, SA 648 (680) 13,533 -
Efanor Investimentos, SGPS, S.A. - - 46 -
Efanor Serviços de Apoio à Gestão, S.A. 50,523 - 50,092 -
Sierra Spain, Shop. Centers Serv.,S.A.U. - - 198 -
Estação Viana - Centro Comercial, S.A. 16 - - -
Euroresinas-Indústrias Quimicas,SA - (2,820) - 4,830
Fashion Division, S.A. 4,225 - 3,075 -
Guimarãeshopping- Centro Comercial, S.A. 1,928 - - -
Iberosegur - Sociedade Ibérica de Mediação de Seguros, Lda 870 - - -
Fundo de Invest. Imobiliário Imosede 81,711 422,051 73,621 390,775
Imosistema-Sociedade Imobiliária,SA 968 - - -
Fundo Invest. Imobiliário Imosonae Dois 77,215 - - -
Infofield-Informática,SA 41 - 2,132 -
Insco Insular de Hipermercados, S.A. 172,746 (04) 406,015 (11,189)
LCC LeiriaShopping Centro Comercial SA 5,483 - (1,944) -
NOS Sistemas S.A. 21,082 833,146 - -
Modelo - Dist.de Mat. de Construção,S.A. 60,005 - (450) -
Modelo Continente Hipermercados,SA 17,417,403 1,019,990 21,353,527 592,622
Modelo Continente Hipermercados, Suc. 1,023 8,250 - 7,200
MDS Affinity-Sociedade de Mediação Lda - - 951 -
MDS Corretor de Seguros, SA 257,551 (1,233) 274,743 (7,825)
MDS RE - Mediador de resseguros - - 472 -
MDS Africa SGPS, S.A. 1,487 - - -
MDS Auto - Mediação de Seguros, SA 1,427 - 2,002 -
MDS Consulting, SA 8,302 1,446 8,558 3,017
MDS, SGPS, SA 636 - 679 -
Modalfa-Comércio e Serviços,SA 17,957 - 70,989 -
MODALLOOP - Vestuário e Calçado, SA 375 - (6,278) -
Modelo Hiper Imobiliária,SA 42 - - -
Movelpartes-Comp.para Ind.Mobiliária,SA 447 - 297 -
Norteshopping-Centro Comercial, S.A. 26,000 237,394 - -
Paracentro - Gest.de Galerias Com., S.A. 46,009 3,450 101,235 -
Parklake Shopping, S.A. 6,668,986 (366) - -
PHARMACONTINENTE - Saúde e Higiene, S.A. 2,270 542 81,522 136
Prosa - Produtos e Serviços Agrícolas,S.A. 23,747 (505) - -
Público-Comunicação Social,SA 90 7,569 345 2,681

Consolidated Financial Statements

QCE - Desenvolvimento e Fabrico de Equipamentos, S.A. - (540,394) - (523,911)
Raso - Viagens e Turismo, S.A. - - - 2,013
Saphety Level - Trusted Services S.A. - 105,912 - 118,225
SONAESR - Serviços e logistica, S.A. 22,273 - 4,900 -
Sempre à Mão - Sociedade Imobiliária,SA 20,218 - 262,640 -
Sonae Financial Services, S.A. 1,874 - - -
Sonae Indústria-SGPS,SA 1,697 - 699 -
Sonae Arauco Portugal, S.A. 58,081 10,795 42,841 (206)
Sonae Industria de Revestimentos,SA 327,628 275,361 294,421 310,241
SIRS-Soc.Ind.Radiodifusão Sonora,SA - 20,476 667 16,000
Sierra Management Portugal-Gest. CC,S.A. 10,480 730,741 27,524 1,514,134
Socijofra-Sociedade Imobiliária,SA - - 38,645 -
Sohi Meat Solut-Distr. Carnes 30,787 52,099 - -
Sonae Center Serviços II, SA 95,346 425,920 108,219 391,173
Sonae.com,SGPS,SA - 6,330 - 1,287
Sonae Investment Management-S.T.,SGPS,S.A. 287 - -
Sonaecom - Serviços Partilhados, S.A 73,992 (112,914) 70,221 (98,685)
Sonaegest-Soc.Gest.Fundos Investimentos 2,161 168,078 4,914 169,828
Sonae MC - Modelo Continente, SGPS, SA - - - (346)
Sonaerp - Retail Properties, SA 213,541 14,717 447,420 12,131
Sonae SGPS, SA 8,741 37,500 10,331 37,500
Sysvalue Consultadoria, Int e Seg SI, S.A. - - 538 -
Sport Zone-Comércio Art.Desporto,SA 40,322 41,563 32,221 36,437
Sonae Arauco, S.A. 2,462 - 8,784 -
Textil do Marco,SA 83,873 - 89,226 -
Tableros Tradema,S.L. 1,702 - 7,035 -
Centro Vasco da Gama-Centro Comercial,SA - 3,902 - -
We Do Consulting-SI,SA 181 221,513 - 220,648
Worten-Equipamento para o Lar,SA 281,846 (223) 159,296 -
ZIPPY - Comércio e Distribuição, SA 4,906 - 41,917 (79)
32,406,320 5,009,243 26,941,792 3,570,435
Transactions Interest
income
Interest
expenses
Interest
income
Interest
expenses
Parent company
Associated companies 33,948 - 246,402 -
Andar Sociedade Imobiliária, SA 33,948 - 42,387 -
Norscut - Concessionária de Scut Interior Norte, SA - - 204,015 -
Other partners and Group companies - 66,389 - 72,982
Plaza Mayor Parque de Ocio, SA - 66,389 - 72,982
33,948 66,389 246,402 72,982

Consolidated Financial Statements

September 2017 December 2016
Balances Accounts
receivable
Accounts
payable
Accounts
receivable
Accounts
payable
Parent company
Associated companies 53,602 12,727 112,744 3,074
Andar-Sociedade Imobiliária,SA 32,727 - 28,347 -
Feneralt - Produção de Energia, ACE 6,393 - 79,716 -
Lidergraf - Artes Gráficas, Lda 14,482 12,727 4,681 3,074
Other partners and Group companies 8,919,953 2,887,242 10,704,121 1,480,910
Águas Furtadas - Soc. Agricola, SA 257 - 299 -
Algarveshopping- Centro Comercial, S.A. 16,479 - 16,479 -
Alpêssego - Sociedade Agrícola, SA 250 - 292 -
Arrábidashopping- Centro Comercial, S.A. 1,531 - - -
Aqualuz - Turismo e Lazer, Lda 215,614 141,605 - -
BB Food Service, SA 39,326 - 80,579 -
BOM MOMENTO - Comércio Retalhista, SA 51,752 - 4,055 -
Casa Agrícola de Ambrães, S.A. 1,835 - - -
Cascaishopping- Centro Comercial, S.A. 36,779 - - -
Centro Colombo- Centro Comercial, S.A. 136,544 527,700 139,374 16,545
Contimobe-Imobil.Castelo Paiva,SA 404 2,990 77,223 1,500
Continente Hipermercados, S.A. 569,298 12,587 350,457 4,945
Digitmarket-Sistemas de Informação,SA 210,622 83,843 106,409 692
Discovery Sports, SA 4,983 - 2,010 -
Efanor Serviços de Apoio à Gestão, S.A. 8,756 5,451 6,923 5,451
Sonaerp - Retail Properties, SA 5,341 189,181 5,341 58,919
Estação Viana - Centro Comercial, S.A. - - 4,445 -
Euroresinas-Indústrias Quimicas,SA - - - 12,926
Fashion Division, S.A. 2,322 - 1,364 -
Fundo de Invest. Imobiliário Imosede 41,427 63,748 43,665 44,556
Go Well, S.A. - 1,425 - -
Guimarãeshopping- Centro Comercial, S.A. 163 - 720 -
Herco Consul.Riscos Corret.Seguros, Ltda - - - 1,071
Imosistema-Sociedade Imobiliária,SA 5,557 - 11,842 -
Infofield-Informática,SA 1,733 - 1,683 -
Insco Insular de Hipermercados, S.A. 112,405 - 108,945 -
LCC LeiriaShopping Centro Comercial SA - 172 2,628 -
Loureshopping-Centro Comercial, S.A. - - 37,216 -
Madeirashopping- Centro Comercial, S.A. 16,168 - 42,432 -
MDS Africa SGPS, S.A. 43 - - -
MDS Consulting, SA 6 1,738 - -
MDS Corretor de Seguros, SA 13,818 169,652 33,098 129,892
MDS RE - Mediador de resseguros (838) - (530) -
Modalfa-Comércio e Serviços,SA 3,163 - 8,554 -
MODALLOOP - Vestuário e Calçado, SA - - - 6,235
Modelo - Dist.de Mat. de Construção,S.A. 26,156 - 94,402 -
Modelo Continente Hipermercados, Suc. 385 - - -
Modelo Continente Hipermercados,SA 6,130,506 468,761 6,961,465 260,677
Modelo Hiper Imobiliária,SA 52 - - -
PHARMACONTINENTE - Saúde e Higiene, S.A. 398 - 7,000 -
Plaza Mayor Parque de Ocio,SA - 40,300 - 40,300
Prosa - Produtos e Serviços Agrícolas,S.A. 4,554 - - -
Público-Comunicação Social,SA - 870 - 780
Rio Sul - Centro Comercial, SA 6,334 - 6,334 -
Saphety Level - Trusted Services S.A. - 32,720 - 35,174
SEKIWI, SGPS., S.A. 55 - 80 -
Sempre à Mão - Sociedade Imobiliária,SA - - 38,209 -
Siaf-Soc.Iniciat.Aprov.Florestais,SA - - 2,261 -
Sierra Management Portugal-Gest. CC,S.A. 27,607 30,834 87,257 91,435
Sierra Spain, Shop. Centers Serv.,S.A.U. - - 210 -
SIRS-Soc.Ind.Radiodifusão Sonora,SA - 8,141 1,997 3,953
Sohi Meat Solut-Distr. Carnes (2,588) 137,904 - -

Consolidated Financial Statements

Sonae Arauco Portugal, S.A.
Sonae Arauco, S.A.
21,970
469
13,264
-
14,398
754
(130)
-
Sonae Center Serviços II, SA 59,723 187,449 9,808 77,314
Sonae Industria de Revestimentos,SA 123,360 95,091 137,810 106,546
Sonae Indústria-SGPS,SA 438 - 290 -
Sonae Investment Management-S.T.,SGPS,S.A. 304 - - -
Sonae SGPS, SA 1,409 37,500 1,265 50,000
Sonae.com,SGPS,SA 13,296 4,309 - 250
Sonaecom - Serviços Partilhados, S.A 25,545 - 23,587 300
Sonaegest-Soc.Gest.Fundos Investimentos - 16,828 - 16,657
SONAESR - Serviços e logistica, S.A. 3,585 - 33,944 -
Sport Zone-Comércio Art.Desporto,SA 1,238 16,096 1,083 8,158
Tableros Tradema,S.L. 215 - 811 -
Textil do Marco,SA 8,906 - 8,817 119
We Do Consulting-SI,SA - 90,134 - 39,800
Worten-Equipamento para o Lar,SA 118,651 10,213 260,645 8,346
ZIPPY - Comércio e Distribuição, SA 23 - 1,568 -
8,973,555 2,899,969 10,816,865 1,483,984
Balances Loans
obtained
Loans
granted
Loans
obtained
Loans
granted
Parent company
Associated companies - 872,739 - 839,697
Andar Sociedade Imobiliária, SA - 872,739 - 839,697
Other partners and Group companies 1,739,399 - 1,825,274 -
Plaza Mayor Parque de Ocio, SA 1,739,399 - 1,825,274 -

a) The parent company is Efanor Investimentos, SGPS, SA;

b) Balances and transactions with Group Sonae, SGPS and Group Sonae Indústria, SGPS, SA are included under Other partners in Group companies.

1,739,399 872,739

1,825,274 839,697

Consolidated Financial Statements

29. EARNINGS PER SHARE

Earnings per share for the periods ended 30 September 2017 and 2016 were calculated taking into consideration the following amounts:

30 September
2017
30 September
2016
Net profit
Net profit taken into consideration to calculate basic earnings per share
(Net profit for the period )
(498,534) 12,262,588
Net profit taken into consideration to calculate diluted earnings per share (498,534) 12,262,588
Number of shares
Weighted average number of shares used to calculated basic earnings per
share
247,388,190 246,740,156
Weighted average number of shares used to calculated diluted earnings per
share
247,388,190 246,740,156
Earnings per share (basic and diluted) - Continued operations 0.001949 0.052848
Earnings per share (basic and diluted) - Discontinued operations (0.003964) (0.003150)
Earnings per share (basic and diluted) (0.002015) 0.049698

There are no convertible instruments included in the shares of Sonae Capital, SGPS, SA. hence there is no dilutive effect.

30. SEGMENTS INFORMATION

In 30 September 2017 and 31 December 2016, the following were identified as segments:

  • Resorts
  • Hotels
  • Fitness
  • Energy
  • Refrigeration and HVAC
  • Other Assets
  • Industrial Engineering

REPORT AND ACCOUNTS – MARCH 2017

Consolidated Financial Statements

The contribution of the business segments to the income statement of the periods ended 30 September 2017 and 2016 can be detailed as follows:

30 September 2017
Profit and Loss Account Resorts Hotels Fitness Energy Refrigeration and
HVAC
Other Assets Industrial
Engineering
Intersegment
Adjustments
Consolidated
Turnover 16,380,647 16,261,362 17,291,587 34,380,467 38,762,734 15,340,127 1,192,791 (8,047,689) 131,562,026
Other operational income 2,616,929 432,509 414,151 271,281 39,633 1,195,348 53,134 (751,549) 4,271,437
Total operational income 18,997,576 16,693,870 17,705,738 34,651,747 38,802,367 16,535,475 1,245,925 (8,799,235) 135,833,463
Operational cash-flow (EBITDA) 3,568,428 621,959 1,957,581 10,952,117 (96,142) 950,612 (245,765) 71,091 17,779,881
30 September 2016
Profit and Loss Account Resorts Hotels Fitness Energy Refrigeration and
HVAC
Other Assets - Intersegment
Adjustments
Consolidated
Turnover 18,855,072 13,790,029 13,195,808 29,798,950 47,287,159 14,854,589 - (8,343,178) 129,438,429
Other operational income 1,934,418 442,490 240,742 877,253 717,811 377,363 - (1,062,275) 3,527,802
Total operational income 20,789,490 14,232,519 13,436,549 30,676,203 48,004,969 15,231,953 - (9,405,451) 132,966,232
Operational cash-flow (EBITDA) 3,479,463 (937,290) 1,626,784 6,643,010 1,033,444 1,643,640 - 1 13,489,052

Consolidated Financial Statements

The contribution of the business segments to the Balance sheets as at 30 September 2017 and 31 December 2016 can be detailed as follows:

30 September 2017
Balance Sheet Resorts Hotels Fitness Energy Refrigeration
and HVAC
Other Assets Industrial
Engineering
Intersegment
Adjustments
Consolidated
Fixed Assets Tangible,
Intangible and Goodwill
109,080,180 12,697,564 9,300,881 64,733,141 9,791,248 122,479,470 17,228,235 (24,759,737) 320,550,982
Investments 49,655,150 10,849,636 22,516 96,520 14,208 319,761,241 1,912,507 (380,473,928) 1,837,849
Other Assets 54,451,131 10,559,290 2,896,055 14,298,234 54,384,729 490,224,003 18,707,184 (443,102,928) 202,417,699
Total Assets 213,186,462 34,106,490 12,219,452 79,127,895 64,190,185 932,464,714 37,847,926 (848,336,593) 524,806,530
Total Liabilities 181,373,305 28,496,192 7,918,384 73,725,128 29,684,111 336,617,895 13,685,031 (443,649,316) 227,850,729
Technical investment 1,234,270 752,145 1,528,596 2,202,478 99,666 1,743,827 43,358 (10,540) 7,593,800
Gross Debt 10,439,774 - 132,414 8,273,119 - 88,952,216 4,791,378 1 112,588,902
Net Debt 10,214,403 (116,351) (3,716) 8,194,766 (692,100) 85,317,714 4,434,673 468 107,349,857
31 December 2016
Balance Sheet Resorts Hotels Fitness Energy Refrigeration
and HVAC
Other Assets - Intersegment
Adjustments
Consolidated
Fixed Assets Tangible,
Intangible and Goodwill
115,857,957 12,729,785 9,145,613 29,695,898 9,853,707 131,504,913 - (24,546,482) 284,241,391
Investments 46,712,016 10,693,538 11,573 98,948 9,691 342,388,894 - (398,200,905) 1,713,755
Other Assets 60,237,499 9,948,572 2,537,855 7,882,427 44,978,632 538,990,283 - (450,152,835) 214,422,433
Total Assets 222,807,472 33,371,895 11,695,041 37,677,273 54,842,030 1,012,884,090 - (872,900,222) 500,377,576
Total Liabilities 187,208,324 30,113,066 8,944,775 32,545,115 20,914,865 350,921,833 - (450,628,131) 180,019,847
Technical investment 1,212,720 1,359,711 1,994,065 3,764,716 71,574 1,014,124 - (2,668) 9,414,242
Gross Debt 11,715,949 - 158,972 9,658,175 515,200 76,687,376 - - 98,735,673
Net Debt 10,844,588 (102,001) 83,404 8,830,431 (110,543) 46,442,585 - - 65,988,465

Consolidated Financial Statements

31. SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 30 September 2017.

32. APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 16 November 2017.

PART III INDIVIDUAL FINANCIAL STATEMENTS 30 SEPTEMBER 2017

Individual Financial Statements

SONAE CAPITAL, SGPS, SA

INDIVIDUAL BALANCE SHEET AS AT 30 SEPTEMBER 2017 AND 31 DECEMBER 2016 (Amounts expressed in euro)

ASSETS Notes 30/09/2017 31/12/2016
NON-CURRENT ASSETS:
Tangible assets 28,220 28,660
Investments 4 308,522,872 308,580,096
Deferred tax assets 7 14,314,699 14,314,699
Other non-current assets 5 328,301,654 332,918,086
Total non-current assets 651,167,445 655,841,541
CURRENT ASSETS:
Taxes recoverable 6 819,313 2,163,794
Other current assets 6 64,768,861 43,498,510
Cash and cash equivalents 8 74,256 27,861,181
Total Current Assets 65,662,430 73,523,485
TOTAL ASSETS 716,829,875 729,365,026
EQUITY AND LIABILITIES
EQUITY:
Share capital 9 250,000,000 250,000,000
Own Shares 9 (1,305,839) (1,404,226)
Reserves and retained earnings 10 301,630,917 316,888,259
Profit/(Loss) for the year 20,620,295 8,738,316
TOTAL EQUITY 570,945,373 574,222,348
LIABILITIES:
NON-CURRENT LIABILITIES:
Bank Loans 11 10,000,000 19,579,665
Bonds 11 57,211,002 57,107,711
Other non current liabilities 13 236,802 360,486
Total Non-Current Liabilities 67,447,804 77,047,862
CURRENT LIABILITIES:
Trade creditors 13 190,638 92,536
Bank Loans 11 21,550,000 -
Other creditors 12 55,216,764 76,808,940
Other current liabilities 13 1,479,296 1,193,340
Total Current Liabilities 78,436,698 78,094,816
TOTAL LIABILITIES 145,884,502 155,142,678
TOTAL EQUITY AND LIABILITIES 716,829,875 729,365,026

Individual Financial Statements

SONAE CAPITAL, SGPS, SA

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 AND 2016

(Amounts expressed in euro)

Notes 30/09/2017 30/09/2016
Operational profit
Other operating income 17 85,332 85,032
Operational profit total 85,332 85,032
Operational loss
External supplies and services 14 (1,042,272) (766,133)
Staff costs 15 (1,384,998) (1,113,497)
Depreciation and amortisation (1,553) (1,116)
Other operating expenses 17 (36,059) (98,887)
Operational loss total (2,464,882) (1,979,633)
Operational profit/(loss) (2,379,550) (1,894,601)
Financial Expenses 16 (2,874,179) (5,046,101)
Financial Income 16 7,746,480 14,079,409
Net financial income / (expenses) 4,872,301 9,033,308
Investment income 16 16,855,591 28,824,170
Profit/(Loss) before taxation 19,348,342 35,962,877
Taxation 18 1,271,953 364,052
Profit/(Loss) for the year 20,620,295 36,326,929
Profit/(Loss) per share
Basic and Diluted 19 0.083352 0.147227

Individual Financial Statements

SONAE CAPITAL, SGPS, SA INDIVIDUAL INCOME STATEMENTS BY NATURE FOR THE THIRD QUARTERS OF 2017 AND 2016 (Amounts expressed in euro)

3n d Quarter 17 1
(Unaudited)
3n d Quarter 16 1
(Unaudited)
Operational profit
Other operating income 30,772 30,996
Operational profit total 30,772 30,996
Operational loss
External supplies and services (371,943) (279,642)
Staff costs (335,548) (465,801)
Depreciation and amortisation (614) (362)
Other operating expenses (8,092) (6,154)
Operational loss total (716,197) (751,959)
Operational profit/(loss) (685,425) (720,963)
Financial Expenses (995,016) (1,493,465)
Financial Income 2,219,405 4,631,533
Net financial income / (expenses) 1,224,389 3,138,068
Investment income (2,352,824) (444)
Profit/(Loss) before taxation (1,813,860) 2,416,661
Taxation 740,578 221,263
Profit/(Loss) for the year (1,073,282) 2,637,924
Profit/(Loss) per share
Basic and Diluted (0.004338) 0.010691

Individual Financial Statements

SONAE CAPITAL, SGPS, SA
INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 AND 2016
(Amounts expressed in euro)
30/09/2017 30/09/2016
Individual net profit/(loss) for the period 20,620,295 36,326,929
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences
Share of other comprehensive income of associates and joint ventures accounted for by the
equity method (Note 5)
- -
Change in the fair value of assets available for sale - -
Change in the fair value of cash flow hedging derivatives - -
Tax related to other comprehensive income captions - -
Other comprehensive income for the period - -
Total comprehensive income for the period 20,620,295 36,326,929

Individual Financial Statements

SONAE CAPITAL, SGPS, SA
INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRD QUARTERS OF 2017 AND 2016
(Amounts expressed in euro)
3n d Quarter 17 1
(Unaudited)
3n d Quarter 16 1
(Unaudited)
Individual net profit/(loss) for the period (1,073,282) 2,637,924
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences
Share of other comprehensive income of associates and joint ventures accounted for by the
equity method (Note 5)
- -
Change in the fair value of assets available for sale - -
Change in the fair value of cash flow hedging derivatives - -
Tax related to other comprehensive income captions - -
Other comprehensive income for the period - -
Total comprehensive income for the period (1,073,282) 2,637,924

Individual Financial Statements

SONAE CAPITAL, SGPS, SA INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 AND 2016 (Amounts expressed in euro)

Share Capital
(Note 9)
Own Shares
(Note 9)
Fair Value
Reserves
(Note 10)
Other Reserves
(Note 10)
Retained
Earnings
Sub total Net
Profit/(Loss)
Total Equity
Balance as at 1 January 2016 250,000,000 (1,426,791) 9,463,225 309,676,446 - 319,139,671 12,198,782 579,911,662
Total individual comprehensive income for the period - - - - - - 36,326,929 36,326,929
Appropriation of profit of 2015: - - - - - - - -
Transfer to legal reserves and retained earnings - - 609,939 - 11,588,843 12,198,782 (12,198,782) -
Dividends paid - - - (3,080,184) (11,588,843) (14,669,027) - (14,669,027)
(Acquisition)/Sales of own shares - 22,565 - 218,832 - 218,832 - 241,397
Other changes - - - - - - - -
Balance as at 30 September 2016 250,000,000 (1,404,226) 10,073,164 306,815,094 - 316,888,258 36,326,929 601,810,961
Balance as at 1 January 2017 250,000,000 (1,404,226) 10,073,164 306,815,095 - 316,888,259 8,738,316 574,222,348
Total individual comprehensive income for the period - - - - - - 20,620,295 20,620,295
Appropriation of profit of 2016: - - - - - - - -
Transfer to legal reserves and retained earnings - - 436,916 - 8,301,400 8,738,316 (8,738,316) -
Dividends paid - - - (16,220,257) (8,301,400) (24,521,657) - (24,521,657)
(Acquisition)/Sales of own shares - 98,387 - 525,999 - 525,999 - 624,386
Other changes - - - - - - - -
Balance as at 30 September 2017 250,000,000 (1,305,839) 10,510,080 291,120,837 - 301,630,917 20,620,295 570,945,373

Individual Financial Statements

SONAE CAPITAL, SGPS, SA INDIVIDUAL STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 AND 2016 (Amounts expressed in euro)

Notes 30/09/2017 30/09/2016 3n d Quarter 17 1
(Unaudited)
3n d Quarter 16 1
(Unaudited)
OPERATING ACTIVITIES:
Cash receipts from trade debtors - 9,512 - -
Cash receipts from trade creditors 968,860 795,508 289,436 254,825
Cash paid to employees 989,300 689,942 248,384 276,385
Cash flow generated by operations (1,958,160) (1,475,938) (537,820) (531,210)
Income taxes (paid) / received (1,875,526) 262,439 (2,134,950) 30,315
Other cash receipts and (payments) relating to operating activities (1,642,614) 124,049 41,463 460,701
Net cash from operating activities (1) (1,725,248) (1,614,328) 1,638,593 (100,824)
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 600,001 2,484 1 2,102
Tangible assets - 5,000 - 5,000
Interest and similar income 13,533,361 25,008,205 5,082,802 8,765,688
Dividends 18,122,785 34,791,098 - 6,744,800
Others 1,053,753 777,933 - -
Loans granted 6,088,237 - 5,677,015 -
39,398,137 60,584,720 10,759,818 15,517,590
Cash Payments arising from:
Investments 1,069,344 1,103,963 - -
Tangible assets 1,113 1,250 1,113 -
Loans granted 28,422,983 1,371,028 (4,701,625) (1,959,940)
29,493,440 2,476,241 (4,700,512) (1,959,940)
Net cash used in investment activities (2) 9,904,697 58,108,479 15,460,330 17,477,530
FINANCING ACTIVITIES:
Cash receipts arising from:
Sale of own shares 98,387 144,043 - -
Loans obtained 49,450,000 93,850,000 3,750,000 30,200,000
49,548,387 93,994,043 3,750,000 30,200,000
Cash Payments arising from:
Interest and similar charges 2,380,660 5,004,703 606,084 1,410,979
Dividends 24,515,574 14,665,371 - -
Loans obtained 58,618,528 118,648,915 29,582,985 3,440,479
85,514,761 138,318,989 30,189,068 4,851,458
Net cash used in financing activities (3) (35,966,374) (44,324,946) (26,439,068) 25,348,542

Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (27,786,925) 12,169,206 (9,340,144) 42,725,247 Cash and cash equivalents at the beginning of the period 8 27,861,181 30,562,977 9,414,399 6,936 Cash and cash equivalents at the end of the period 8 74,256 42,732,183 74,256 42,732,183

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 (Translation from the Portuguese Original) (Amounts expressed in Euro)

1. INTRODUCTION

Sonae Capital, SGPS, SA ("the Company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, was set up on 14 December 2007 by public deed, following the demerger from Sonae, SGPS, SA of the whole of the shareholding in the company formerly named Sonae Capital, SGPS, SA, now named SC, SGPS, SA, in compliance with paragraph a) of article 118 of the Commercial Companies Code.

The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree-Law 158/2009 of 13 July of 2009, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards

2. MAIN ACCOUNTING POLICIES

The main accounting policies adopted in preparing the accompanying individual financial statements are consisting with those used in the financial statements presented for the year ended 31 December 2016.

2.1 Basis of preparation

Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.

3. CHANGES IN ACCOUNTING POLICIES

During the period there were no changes in accounting policies or prior period errors.

Individual Financial Statements

4. FINANCIAL INVESTMENTS

As at 30 September 2017 and 31 December 2016 Investments are detailed as follows:

30 September 2017 31 December 2016
Investments in affiliated and associated undertakings 349,194,729 361,971,915
Investments in other companies
Sonae RE - (0,04%) 1,200 1,200
Fundo Invest. Imob. Imosonae Dois - (0,001%) - -
Matadouro Alto Alentejo, SA - (0,89%) 1 1
NET Novas Tecnologias, SA - (0,98%) 23,034 23,034
Fundo F HITEC - (6,48%) 250,950 250,950
349,469,914 362,247,100
Impairment (40,947,042) (53,667,004)
308,522,872 308,580,096

4.1 Investments in affiliated and associated undertakings

As at 30 September 2017 and 31 December 2016, the detail of Investments in Affiliated and Associated Companies is as shown in the table below:

30.09.2017
Company % Held Fair
Value
Book Value Fair Value
Reserve
Equity Profit /
(Loss) for the
period
CAPWATT, S.G.P.S., S.A. 100.00% 2,725,000 5,156,505 2,163,889
Fundo Esp de Invest. Imob Fechado WTC 59.87% 42,271,519 72,119,267 2,490,151
Troiaresort, SGPS, S.A. 100.00% 167,132,793 78,994,660 (549,120)
Interlog - SGPS, S.A. 98.94% 21,658,210 21,857,056 4,068
Lidergraf - Artes Gráficas, SA. 24.50% 1,125,301 7,833,610 976,651
SC Assets S.G.P.S., SA 100.00% 25,577,659 14,088,552 266,596
SC Hospitality, S.G.P.S., S.A. 100.00% 5,857,175 6,284,584 (156,700)
SC Finance B.V. 100.00% 263,698 (4,771,849) 6,064,935
SC Industrials, S.G.P.S., S.A. 100.00% 34,575,100 24,469,045 23,269,045
Race, SGPS, S.A. 70.00% 32,492,436 40,921,963 271,229
Solinca - Health & Fitness, S.A. 100.00% 15,515,838 1,621,115 400,670
Total 349,194,729

imparment losses

Total 40,947,042
Spred, S.G.P.S., S.A.
Troiaresort, SGPS, S.A. 19,344,286
Interlog - SGPS, S.A. 36,864
SC Assets S.G.P.S., SA 21,565,892

Individual Financial Statements

31.12.2016
Company % Held Fair
Value
Book Value Fair Value
Reserve
Equity Profit /
(Loss) for the
period
CAPWATT, S.G.P.S., S.A. 100.00% 2,725,000 8,022,003 5,294,092
Fundo Esp de Invest. Imob Fechado WTC 59.57% 42,271,519 71,389,116 3,137,593
Troiaresort, SGPS, S.A. 100.00% 167,132,793 79,543,780 (2,001,159)
Interlog - SGPS, S.A. 98.94% 21,658,210 21,852,988 30,161
Lidergraf - Artes Gráficas, SA. 24.50% 1,125,301 7,558,348 1,233,982
SC Assets S.G.P.S., SA 100.00% 25,577,659 13,821,956 (3,476,518)
SC Hospitality, S.G.P.S., S.A. 100.00% 5,857,175 6,746,620 305,336
SC Finance B.V. 100.00% 263,698 (10,836,784) (964,510)
SC Industrials, S.G.P.S., S.A. 100.00% 34,575,100 13,873,988 12,673,988
Race, SGPS, S.A. 70.00% 32,492,436 40,650,733 (239,599)
Solinca - Health & Fitness, S.A. 100.00% 14,446,494 975,503 (244,941)
Spred, S.G.P.S., S.A. 100.00% 13,846,529 227,094 84,120
Total 361,971,915

imparment losses

SC Assets S.G.P.S., SA 21,565,892
Interlog - SGPS, S.A. 36,864
Troiaresort, SGPS, S.A. 19,344,286
Spred, S.G.P.S., S.A. 12,719,962
Total 53,667,004

Investments carried at cost correspond to those in unlisted companies and for which a fair value cannot be reliably estimated.

Impairment tests on financial investments were performed in 2016, based on external valuations of the real estate of group companies or DCF methodology, to assess the fair value of such investments.

These assessments use discount rates that correspond to the weighted average rates of the cost of capital (WACC), calculated on the basis of the business type in which they operate and s target capital structures, and are in the range [7.2% - 10.1%]. 5 years projections were considered and growth rates in perpetuity were considered void.

As a result of this impairment tests as at 30 September 2017 and 31 December 2016, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below.

30 September 2017 31 December 2016 Variation
Spred, SGPS, SA - (12,719,962) 12,719,962
Interlog - SGPS,S.A. (36,864) (36,864) -
Troiaresort, SGPS, S.A. (19,344,286) (19,344,286) -
SC Assets SGPS SA (21,565,892) (21,565,892) -
(40,947,042) (53,667,004) 12,719,962

The variation presented in this caption was generated as a result of the sale of the entire share capital of Spred SGPS, SA in September 2017.

Individual Financial Statements

5. OTHER NON-CURRENT ASSETS

As at 30 September 2017 and 31 December 2016, other non-current assets are detailed as follows:

30 September 2017 31 December 2016
Loans granted to group companies:
SC Assets, SGPS, SA 173,173,228 177,691,228
Troiaresort, S.G.P.S., SA 135,742,637 135,742,637
SC Finance BV 5,885,000 5,885,000
Solinca - Health & Fitness, SA 2,529,000 2,940,222
SC Hospitality SGPS SA 9,971,000 9,971,000
SC Industrials SGPS SA 688,000 688,000
327,988,865 332,918,086
Deferred costs - Non Current
Financing charges 312,789 -
328,301,654 332,918,086

These assets were not due or impaired as at 30 September 2017. The fair value of loans granted to Group companies is basically the same as their book value.

Loans to group companies interest at market rates and are repayable within a period exceeding one year. The interest rate as at 30 September 2017 stood, in average, at approximately 2.350%.

The deferred costs relate to the deferral of the financial charges associated with the bank loans obtained, by their due dates.

Individual Financial Statements

6. OTHER CURRENT ASSETS and INCOME TAX

As at 30 September 2017 and 31 December 2016, other current assets and Income tax are made up as follows:

30 September 2017 31 December 2016
Other Debtors - Group 1,355,012 1,417,349
Loans granted 58,964,796 33,034,900
Other Debtors 1,303,346 55,192
Accrued income 2,795,091 8,608,007
Deferred costs 350,616 383,062
64,768,861 43,498,510
Income tax withheld 819,313 2,163,794
65,588,174 45,662,304

The balance registered at Other Debtors - Group is related to the values transferred from subsidiaries under the IRC regime (RETGS).

As at 30 September 2017 and 31 December 2016, the item Loans Granted is related to financial operations with the following subsidiaries:

30 September 2017 31 December 2016
Loans to group companies
SC Assets, SGPS, SA 3,487,580 59,000
CAPWATT, SGPS, S.A. 40,015,900 13,225,200
Inparvi SGPS, SA 80,545 68,000
SC, SGPS, S.A. 14,177,462 13,943,600
Solinca - Health & Fitness, SA - 703,400
Spred SGPS SA - 2,523,500
Troiaresort, S.G.P.S., SA 1,203,309 2,512,200
58,964,796 33,034,900

Loans to group companies interest at market rates and are repayable within a period inferior to one year. The interest rate as at 30 September 2017 stood, in average, at approximately 1.360%.

The item Other Debtors includes as at 30 September 2017 the amount 1,276,232 euro related to the credit acquired from its subsidiary Spred SGPS SA and related to the settlement of the sale price of the stake in the company, Box Lines Navegação SA, in previous years.

The amount recorded in the accrued income includes 2,710,997 euro relating to interest on loans granted to subsidiaries as well as 84,093 euro relating to commissions of guarantees given to subsidiaries.

Deferred costs include 310,419 euro relating to bank charges, which are deferred over the loan period.

Income Tax

Under current legislation, tax returns are subject to review and correction by the tax authorities for a period of four years (five years for Social Security), except if there have been tax losses or tax benefits, or ongoing tax inspections or claims. In these cases, and depending on the circumstances, the time limits are extended or suspended. In this way the Company tax return, from the years 2014 to 2017, could still be subject to review.

Individual Financial Statements

However, in the opinion of the Company's Board of Directors, it is not expected that any correction relating to the said financial years will be significant for the consolidated financial statements as at 30 September 2017.

The Company is subject to the special regime for the taxation of groups of companies (RETGS) provided for in Article 69 and following of the IRC Code, integrating the taxation group, which is the mother company.

In the fiscal year 2017, the Company is subject to taxation on Corporate Income Tax at the normal rate of 21%, plus municipal taxes at a maximum rate of 1.5%.

In addition, on the part of the taxable profit of more than 1,500,000 euros subject to and not exempt from Corporate Income Tax, the following state levy fees are levied: 3% over 1,500,000 euros and less than 7,500,000 euros; 5% on the upper part to 7,500,000 euros and up to 35,000,000 euros; and 7% that is levied on the part of the taxable income that exceeds 35,000,000 euros.

Under the terms of Article 88 of the Portuguese Income Tax Code, the company is also subject to autonomous taxation on a set of charges at the rates provided for in the mentioned article.

The Corporate income tax rate in force for 2017 is 21%.

As at 30 September 2017 and 31 December 2016, the item Income tax is made up as follows:

30 September 2017 31 December 2016
Income tax withheld 263,800 1,325,486
Income tax (advanced payment) 507,777 1,374,287
Income tax 47,736 (535,979)
819,313 2,163,794

7. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 September 2017 and 31 December 2016 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 September 2017 31 December 2016 30 September 2017 31 December 2016
Tax losses carried forward 14,314,699 14,314,699 - -

The movements in deferred tax assets and liabilities for the periods ended 30 September 2017 and 31 December 2016 were as follows:

Deferred tax assets Deferred tax liabilities
30 September 2017 31 December 2016 30 September 2017 31 December 2016
Opening balance 14,314,699 8,275,218 - -
Effect in results
Tax losses carried forward - 6,039,482 - -
Others - - - -
14,314,699 14,314,701 - -
Effect in reserves: - - - -
Closing balance 14,314,699 14,314,701 - -

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2017 and 31 December 2016, tax losses carried forward can be summarized as follows:

Individual Financial Statements

30 September 2017 31 December 2016
Tax losses Deferred
tax assets
To be
used until
Tax losses Deferred tax
assets
To be
used until
Generated in 2013 61,175 12,847 2018 61,175 12,847 2018
Generated in 2014 13,536,168 2,842,595 2026 13,536,168 2,842,595 2026
Generated in 2015 47,663,128 10,009,257 2027 47,663,128 10,009,257 2027
Generated in 2016 6,904,762 1,450,000 2028 6,904,762 1,450,000 2028
Generated in 2017 - - 2022 - - 2022
68,165,233 14,314,699 68,165,233 14,314,699

The constitution of deferred tax assets was based on the analysis of the relevance of its recognition, notably as regards the possibility of their recovered, given the prospects for medium and long term of the company.

The deferred tax assets recognized resulting from fiscal losses are recorded to the extent that it is probable that taxable profit will occur in the future.

The valuation of deferred tax assets is based on the business plans of the Group companies, periodically reviewed and updated.

Since fiscal year 2014, most of the Group's subsidiaries, based in Portugal, are part of the perimeter of the taxed Corporate Group in accordance with the Special Taxation Regime for Company Groups (RETGS), whose parent company is the Sonae Capital, SGPS, SA. Gains generated by the application of this tax regime are allocated to Sonae Capital SGPS.

The analysis carried out on 30 September 2017, resulted that there is reasonable expectation of recovery of deferred tax assets recorded before their date of expiry.

8. CASH AND CASH EQUIVALENTS

As at 30 September 2017 and 31 December 2016, cash and cash equivalents can be detailed as follows:

30 September 2017 31 December 2016
Cash - -
Bank deposits 74,256 27,861,181
Cash and cash equivalents in the balance sheet 74,256 27,861,181
Bank overdrafts - -
Cash and cash equivalents in the cash flow stateme 74,256 27,861,181

9. EQUITY

The share capital of Sonae Capital SGPS, SA both in March 2017 and December 2016 is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.

As at 30 September 2017, Sonae Capital SGPS, SA holds 4,783,433 own shares representing 1.913% of the share capital (5,516,226 shares at 31 December 2016), recorded by 1,305,839 euros (1,404,226 euros at 31 December 2016) (Note 10).

Individual Financial Statements

10. RESERVES

As at 30 September 2017, and 31 December 2016 the caption Other Reserves can be detailed as follows:

30 September 2017 31 December 2016
Free reserves 157,176,745 172,772,616
Demerger reserve 132,638,253 132,638,253
Own shares reserve 1,305,839 1,404,226
291,120,837 306,815,095

Free Reserves: These reserves result from the transfer of the positive results obtained in retained exercises and can be distributed to shareholders provided they are not required to cover losses.

The overall value of the demerger reserve (Note 1), representing the difference between the book value of the stake in SC, SGPS, SA (382,638,252 euros) which was highlighted Sonae, SGPS, SA for the Company and the amount of capital social Society (250,000,000 euros) which is comparable to the legal Reserve, according to the Companies Code, may not be distributed to the shareholders except in the event of liquidation of the Company, but may be used to absorb accumulated losses, after other reserves are exhausted, or can be incorporated into capital.

Legal Reserve: Under the law, at least 5% of annual net profit is positive, should be allocated to the legal reserve until it represents 20% of the share capital. This reserve is not distributable except in the event of liquidation of the company, but can be used to absorb losses after the other reserves, or increase capital. On 30 September 2017 the value of this item amounts to 10,510,080 Euros (December 2016: 10,073,164 Euros).

Reserve own shares: This reserve, established in accordance with article 342 of the CSC, is the same amount of the own shares value held by the company. This reserve is unavailable while the own shares are in possession of the company.

11. LOANS

As at 30 September 2017 and 31 December 2016 this caption included the following loans:

30 September 2017 31 December 2016
Current Non Current Current Non Current
Bank loans
Sonae Capital SGPS - commercial paper a) 3,300,000 - - -
Sonae Capital SGPS - commercial paper b) 10,000,000 - - -
Sonae Capital SGPS - commercial paper c) - - - 20,000,000
Sonae Capital SGPS - commercial paper d) 8,250,000 - - -
Sonae Capital SGPS - commercial paper e) - 10,000,000 - -
Up-front fees not yet charged to income statement - - - (420,335)
21,550,000 10,000,000 - 19,579,665
Bank overdrafts (Note 8) - - - -
21,550,000 10,000,000 - 19,579,665
Bond Loans
Sonae Capital 2016/2021 Bonds f) - 15,000,000 - 15,000,000
Sonae Capital 2014/2019 Bonds g) - 42,500,000 - 42,500,000
Up-front fees not yet charged to income statement - (288,998) - (392,289)
- 57,211,002 - 57,107,711
21,550,000 67,211,002 - 76,687,376

Individual Financial Statements

  • a) Commercial paper program launched on 28 March 2008 and valid for a period of 10 years, and may be extended on the initiative of Sonae Capital. Emissions placed with investors and / or financial institutions supported by committed credit lines with terms between 6 months and one year, contracted with relationship banks.
  • b) Commercial paper program, with guarantee of subscription, started on June 30, 2017 with annual renewals, unless denounced by either party.
  • c) Commercial paper program, with guaranteed by subscription, started on June 23, 2016, valid for a period of 5 years, with annual amortizations.
  • d) Commercial paper program, with guaranteed subscription beginning on December 31, 2013 with annual automatic renewals up to a maximum of seven years and six months, unless notice is given by either party.
  • e) Commercial paper program, guaranteed by subscription, started on February 24, 2017, valid until February 2023, with semimanual amortizations beginning in 2019.
  • f) Bond loan Sonae Capital SGPS 2016/2021 in the amount of 15,000,000 euro, with a 5 year maturity, and a sole reimbursement on 29 July 2021.This bond loan pays interest every six months.
  • g) Bond loan Sonae Capital, SGPS 2014/2019, repayable after 5 years, in one instalment, on 28 May 2019. This bond issue pays interest every six months.

The interest rate on bank loans and bonds in force on 30 September 2017 was on average 2.513%.

Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value.

In case of any Bank institution or commercial paper investor do not renew, at the maturity date, its respective loans, the Group has credit lines available to overcome such renewables

There are no derivative instruments.

12. OTHER CREDITORS

As at 30 September 2017 and 31 December 2016 other creditors can be detailed as follows:

30 September 2017 31 December 2016
Other creditors
Group companies - Short term loans 54,784,172 75,502,700
Other creditors 432,592 1,306,240
55,216,764 76,808,940

As at 30 September 2017 and 31 December 2016 the caption loans granted is relative to financial operations granted to the following subsidiaries:

30 September 2017 31 December 2016
Group companies - Short term loans:
Interlog-SGPS,SA 21,841,400 21,856,000
SC Industrials,SGPS,S.A. 10,946,000 37,421,000
SC For - Serv. de For. e Desenv. de Recur. Hum., Unipe., Lda 23,300 19,700
Race, SGPS, S.A. 18,178,815 13,074,500
SC Hospitality SGPS SA 2,918,293 3,131,500
Solinca - Health & Fitness, SA 876,364 -
54,784,172 75,502,700

Individual Financial Statements

Loans obtained from group companies bear interest at market rates and are repayable within one year. The interest rate as at 30 September 2017 was, in average, approximately 0.080%.

The item Other Creditors - other, there are included 409,404 euros regarding transfers from subsidiaries of tax estimates under the special regime RETGS.

13. SUPLIERS, TAXES, OTHER NON CURRENT AND CURRENT LIABILITIES

As at 30 September 2017 and 31 December 2016 these items were as follows:

30 September 2017 31 December 2016
Current Non current Current Non current
Trade creditors 190,638 - 92,536 -
Taxes payable - income tax - - - -
Taxes payable - other taxes 60,666 - 70,975 -
Other current liabilities - - - -
Accruals:
Staff costs 660,550 236,802 664,870 360,486
Interest payable 672,589 - 379,457 -
Other accruals 78,679 - 73,119 -
Deferred income 6,813 - 4,919 -
1,479,296 236,802 1,193,340 360,486

As at 30 September 2017 and 31 December 2016 interest payable can be detailed as follows:

30 September 2017 31 December 2016
Interest payable
Bank Loans 624,090 371,182
Group companies - Short term loans 48,498 8,275
672,589 379,457

As at 30 September 2017 and 31 December 2016 the Income tax and Other taxes can be detailed as follows:

30 September 2017 31 December 2016
Income taxation - -
Income taxation - amounts withheld 32,195 42,921
VAT 69 55
Social security contributions 28,402 27,998
Stamp tax - -
60,666 70,975

Individual Financial Statements

14. EXTERNAL SUPPLIES AND SERVICES

As at 30 September 2017 and 2016 External Supplies and services can be detailed as follows:

30 September 2017 30 September 2016
Operational rents (31,641) (11,166)
Insurance costs (29,784) (32,657)
Travelling expenses (33,630) (29,456)
Services obtained (903,695) (663,043)
Other services (43,522) (29,811)
(1,042,272) (766,133)

In services obtained, stands out the amounts in heading fee of shared services, of 138,009 euros (2016: 196,458 euros) and heading Holding cost with the amount of 497,493 euros (2016: 312,316 euros), invoiced by subsidiary SC Sociedade de Consultadoria, SA

15. STAFF COSTS

.

As at 30 September 2017 and 2016, staff costs were made up as follows:

30 September 2017 30 September 2016
Governing bodies' remunerations (897,966) (880,509)
Staff and other sectors remunerations (292,961) (102,458)
Compensation (42,935) -
Social security contributions (136,600) (122,539)
Other staff costs (14,536) (7,991)
(1,384,998) (1,113,497)

In 2017 the average number of employees was 1 (one) (2016: 1 one).

16. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 30 September 2017 and 30 September 2016, Net Financial Expenses and Investment Income can be detailed as follows:

Individual Financial Statements

30 September 2017 30 September 2016
Interest payable and similar expenses
Interest arising from:
Bank loans (230,158) (1,650,038)
Bonds (1,469,800) (1,343,688)
Other (40,565) (116,551)
Other financial expenses (1,133,637) (1,935,823)
(2,874,160) (5,046,101)
Interest receivable and similar income
Interest income 7,746,480 14,079,409
7,746,480 14,079,409
Net financial expenses 4,872,320 9,033,308
Reversal of /and Impairment losses (Note 4.1) 12,719,962 (6,744,800)
Dividends received 18,122,785 34,791,098
Gains on finantial investments 39,691 -
Losses on finantial investments (15,080,601) -
Other income 1,053,753 777,871

Investment income 16,855,591 28,824,170

As at 30 September 2017, the amount recorded under Reversion and impairment losses on financial investments and Losses on Financial Investments refer in their entirety to the sale of the subsidiary Spred SGPS, SA.

As at 30 September 2017, the amount mentioned in "Interest arising from other" refers in its entirety to interest on current loans obtained from group companies.

As at 30 September 2017, the amount mentioned in "interest receivable and similar income" includes interest on loans granted to group companies amounting to 7,745,526 euros.

As at 30 September 2017, the amount mentioned in "Other financial expenses" refers to commissions incurred with the assembly and management of bank loans and bonds.

As at 30 September 2017, the amount mentioned in "Other income" relates to income received from the WTC Fund.

As at 30 September 2017, the amount of dividends received from affiliated company can be detailed as follows:

Lidergraf, SA 114,074
SC Industrials SGPS, SA 305,336
SC Hospitality SGPS SA 12,673,988
Capwatt SGPS SA 5,029,387
18,122,785

17. OTHER OPERATIONAL PROFIT AND OTHER OPERATIONAL EXPENSES

As at 30 September 2017 and 2016 these items were as follows:

Individual Financial Statements

30 September 2017 30 September 2016
Operational profit
Other supplementary income - guarantees commissions (Note 21) 84,821 80,137
Others 511 4,895
85,332 85,032
Operational expenses
Indirect taxes (35,990) (98,703)
Others (69) (184)
(36,058) (98,887)

18. TAXATION

As at 30 September 2017 and 2016, Taxation was made up as follows:

30 September 2017 30 September 2016
Current tax (Note 6) 1,271,953 364,052
Deferred tax (Note 7) - -
1,271,953 364,052

As stated in Note 6, the Company is taxable according to the RETGS.

Individual Financial Statements

19. EARNINGS PER SHARE

Earnings per share for the periods ended 30 September 2017 and 2016 were calculated taking into consideration the following amounts:

30 September 2017 30 September 2016
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period ) 20,620,295 36,326,929
Effect of dilutive potential shares - -
Net profit taken into consideration to calculate
diluted earnings per share 20,620,295 36,326,929
Number of shares
Weighted average number of shares used to calculate
basic earnings per share 247,388,190 246,740,156
Weighted average number of shares used to calculate
diluted earnings per share 247,388,190 246,740,156
Earnings per share (basic and diluted) 0.083352 0.147227

20. COMPLIANCE WITH LEGAL REQUIREMENTS

Art 5 nr 4 of Decree-Law nr 495/88 of 30 December changed by art 1 of Decree-Law nr 318/94 of 24 December.

In the period ended 30 September 2017 there are no shareholders' loan contracts.

In the period ended 30 September 2017 short-term loan contracts were entered with the companies: Companhia Térmica Tagol, Lda.; Capwatt Maia-Heat Pow.,SA; Capwatt Martim Longo,SA; Capwatt Vale de Caima-H.P,SA; Capwatt ACE;; QCE-D.Fab.Equipamentos, SA,; RACE – Refrigeration & Air Conditioning Engineering, SA Matosinhos Sucursala Bucuresti; Soberana Invest.Imobil.SA; Troiamarket, SA; The House Ribeira Hotel SA; Soternix-Prod.Energia,ACE; Golftime – Golfe e Inv. Turisticos SA; Troiaresort SA; Tulipamar-Expl.Hoteleira Imob.SA; Imoresort - Sociedade Imobiliária, S.A.; Marmagno - Expl.Hoteleira Imob.,SA; Atlantic Ferries-Tráf.Loc,Flu.e Marít.SA; Marina de Tróia, SA; Aqualuz Tróia - Exploração Hoteleia e Imobiliária SA; RACE - Refrigeration & Air Conditioning Engineering, S.A.; Sótaqua - Soc. de Empreend. Turisticos e Imopenínsula - Sociedade Imobiliária, SA.

As at 30 September 2017 amounts due by affiliated companies can be summarized as follows:

Individual Financial Statements

Loans and Short term loans granted

Companies Closing Balance
SC Assets, SGPS, SA 176,660,808
SC Hospitality, SGPS, SA 9,971,000
CAPWATT, SGPS, S.A. 40,015,900
Inparvi SGPS, SA 80,545
SC Finance BV 5,885,000
SC, SGPS, S.A. 14,177,462
Solinca - Health & Fitness, SA 2,529,000
Troiaresort, S.G.P.S., SA 136,945,946
SC Industrials SGPS, SA 688,000
386,953,661

As at 30 September 2017 amounts due to affiliated companies can be summarized as follows:

Short term loans obtained

Companies Closing Balance
Interlog-SGPS,SA 21,841,400
SC - Industrials,SGPS,S.A. 10,946,000
SC For - Serv. de For. e Desenv. de Recur. Hum., Unipe., Lda 23,300
Race, SGPS, S.A. 18,178,815
SC Hospitality SGPS SA 2,918,293
Solinca - Health & Fitness, SA 876,364
54,784,172

21. SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 30 September 2017.

22. APPROVAL OF THE FINANCIAL STATEMENTS

These financial statements were approved by the Board of Directors and authorized for issue on 16 November 2017.

Board of Directors

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