AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Sonae SGPS

Quarterly Report Nov 29, 2016

1901_10-q_2016-11-29_38e97139-5d8d-4de1-bd02-271f0b4b2d8d.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

REPORT AND ACCOUNTS

PART I REPORT OF THE BOARD OF DIRECTORS

"This was an important quarter in Sonae Capital's business portfolio reconfiguration with the conclusion of the road concessions shareholdings sale process, Norscut and Operscut. The correspondent cash-in during the quarter has allowed for another important Net Debt reduction. Additionally, the different business units continued to improve their competitive position and the process to sell nonstrategic assets is evolving according to our expectations.

It should be highlighted, in respect to the improvement of the competitive position, when compared to the same period last year, the Top Line growth registered by Fitness (+21.7%), Hospitality (+14.4%) and Ref. & HVAC (+51.9%) with the respective consequences also visible at the EBITDA level. It should also be pointed out that the most recent Hotel, opened in April, following a capital light approach and targeted to capture the growing Oporto touristic demand, has registered a positive contribution in the quarter. In fact, the Hospitality business experienced a quite positive quarter, showing an improved performance across all Hotels in the most critical business indicators, namely, Occupancy rate and Price. The businesses that support the Troia Resort, driven by the strong dynamism observed during the summer campaign, have also presented significant improvements allowing to partially offset the lower number of deeds as a result of the already announced Golden Visa market slowdown. Additionally, it's worth to point out the Fitness expansion plan that is being implemented, with the opening of a new club, during the 3Q16 (totalling 3 in 2016) and a few more openings are expected until the end of the year. On the other hand, Energy Top Line and EBITDA - as expected due to the reduction in the number of plants in operation - registered a decrease when compared to the same period last year.

It's important to highlight, once again, the positive cash flow generation and the 78.2M€ Net Debt reduction when compared to the same period last year, including the dividend distribution relative to 2015 exercise and paid in the 2Q16. At the end of the quarter, Net Debt stood at 106.4M€. The reinforcement of our Capital Structure, to conservative values, allows us to address, in a comfortable position, the materialization of our corporate strategy.

In conclusion, the promotion of each business competitive position, the on-going process to sell the real estate non-strategic assets and the development of new business opportunities that fit with the defined corporate strategy, will continue to be the Team focus.

Cláudia Azevedo, CEO

THIRD QUARTER NET RESULTS OF 3.4M€. PERFORMANCE SHOWS POSITIVE PROGRESSES IN THE MAJORITY OF THE BUSINESSES, VISIBLE IN THE 12.7% TOP

  • Consolidated TOP LINE stood at 52.3M€, registering a growth of 12.7%: It should be highlighted the continued improved performance of Fitness (+21.7%) and Hospitality (+14.4%) segments. It should also be pointed out the 51.9% improvement registered by Ref.&HVAC segment, following the
  • strategic repositioning conducted throughout 2015; Resorts Top Line reached 9.3M€. During the quarter there were celebrated 4 deeds of real estate residential units in Troia Resort and there are still 11
  • Promissory Purchase & Sale contracts and Reservation agreements in stock; As anticipated, driven by the discontinuity of a cogeneration plant in operation and the change of the licensing regime in another plant, both during 2015, and also the non favourable oil prices evolution, Energy Top Line registered a reduction of 29.1% to 8.3M€.

  • Consolidated EBITDA amounted to 8.0M€, being worth to point out: The growth registered by Fitness (+93.8%) and Hospitality (+51.7%); as well

  • as, Driven by the strong dynamism of the businesses that support Troia Resort, the growth experienced by Resorts (+1.1%) notwithstanding the lower
  • number of deeds when compared to last year; The Real Estate Assets segments (included in Other & Eliminations) has shown an improvement of 16.1% mainly due to the number of "City Flats"
  • sold during the period that have almost sold out the entire available stock; Energy segment, despite the 29.1% Top Line reduction, registered a decrease of only 12.9% and has continued to improve the quarterly YoY
  • variations (1Q, -26.7%; 2Q, -22.2%; and 3Q, -12.9%); Ref.&HVAC segment registered an EBITDA of 0.22M€, correspondent to a margin of 1.1%.

3Q16 Consolidated NET RESULTS amounted to positive 3.38M€, representing an improvement of 54.0% compared to the 3Q15. It should also be pointed out, driven by the on-going reductions of both the Net Debt level and the respective cost, the 0.32M€ Net Financial charges reduction.

THE FIRST NINE MONTHS RESULTS CONFIRM THE DEFINED STRATEGY WITH

TOP LINE grew 6.0% with the majority of the businesses showing a two-digit growth when compared to last year, notwithstanding the reductions in Energy (already explained) and Resorts, due to the slowdown of real estate sales in Troia.

Consolidated EBITDA amounted to 13.63M€, 33.8% below the same period last year, being worth to highlight, last year, the extraordinary contribution from the capital gain on the sale of an important real estate asset, "Duque de Loulé".

NET RESULTS stood at positive 13.20M€, registering a growth of 10.15M€ compared to the same period last year, driven by the performance of Results from Investment & Associated undertakings, correspondent to the capital gain relative to the sale of Norscut and Operscut shareholdings.

FREE CASH FLOW (levered) reached 58.0M€, 21.0% above last year, as a result of the business units operations cash flow and, importantly, from the sale of the shareholdings above-mentioned.

Consolidated NET DEBT, driven by the Levered Free Cash Flow performance and already considering the dividends distributed during the 2Q16, registered a decrease of 42.8M€ compared to YE 2015, to 106.4M€.

  1. OVERALL PERFORMANCE The financial and operational performance during the 3Q16, when compared to the same period last year, brings out the dynamism of the Group in terms of Top Line and profitability, notwithstanding the Energy negative evolution – already expected – and the slowdown of the touristic real estate sales in Troia Resort. Net Results amounted to 3.38M€, a significant improvement over the previous year and Net Debt recorded another significant reduction to 106.4M€.
2.1. CONSOLIDATED PROFIT AND LOSS STATEMENT

Consolidated turnover in 3Q16 amounted to 52.27M€, registering an increase of 12.7% over the same period last year, driven by a mixed combination of several effects. On the positive side, it should be highlighted: (i) Refrigeration & HVAC (+51.9%), due to the increased activity levels and the delivery of important projects, namely a shopping center in Romania; (ii) Fitness (+21.7%), supported on the increased number of active members and higher average monthly fees; and (iii) Hospitality (+14.4%), following both the better performance of current operations and the contribution of the new operation, opened in April, 'The House Ribeira'. The performance shown by these segments more than offset the lower contributions of: (i) Energy (-29.1%) mainly driven by prices evolution and the reduction of cogeneration plants in operation at the end of 2015; and (ii) Resorts (-8.6%) due to a lower number of deeds signed compared to the same period last year, notwithstanding the overall improvement of operations that support the Resort due to the strong dynamism observed during the summer campaign; In fact, excluding the touristic real estate sales, Resorts' turnover improved 19.6%.

Consolidated EBITDA in 3Q16 amounted to 8.0M€, corresponding to a margin of 15.3%, registering a marginal increase of 0.2% when compared to the 3Q15. The comparison to the same period last year is penalized, as in previous quarters, by the Energy segment (although YoY quarterly variations are improving) and, this quarter, by a lower profitability performance posted by Refrigeration & HVAC

segment. On the other hand, it should be highlighted the good performance of the remaining segments, namely: (i) Fitness (+93.8%), driven by the Top Line performance; (ii) Hospitality, that registered an improvement of 51.7%; (iii) Resorts that, despite the lower touristic real estate sales, driven by the turnover growth of operations that support the Resort, generated an increase of 1.1% at EBITDA level; and (iv) Real Estate Assets, due mainly to the high number of City Flats sold during

the period, showed an improvement of 16.1%. 3Q16 Net Results were positive 3.38M€, registering a significant improvement of 54.0% when compared to the same period last year. The following contributions should be noted: (i) in addition to the already above-mentioned EBITDA performance; (ii) the contribution of Results from Investments of 1.81M€ (an improvement of 0.8M€ compared to 3Q15), driven by the capital gain related with the sale of Operscut; and (iii) the positive net financial charges contribution as a result of a combination of lower level of Net Debt and lower financing costs (0.32M€) and lower exchange differences (0.61M€).

2.2. CAPEX Capex in the first nine months amounted to 4.6M€, registering a decreased of 6.0M€ when compared to 9M15. The main investment projects in the period, in addition to the investments resulting from the normal activity of each businesses, are related to the implementation of the Fitness expansion plan (opening of new clubs) and Hospitality (opening of 'The House Ribeira'), both following a capital light approach.

2.3. CAPITAL STRUCTURE At the end of September, Net Debt stood at 106.4M€, 28.7% below the level registered at the end of 2015. This result was driven by the Business Units cash flow from operations and, importantly, the sale of Norscut and Operscut shareholdings, which completely offset the dividends payment related to 2015 exercise that

occurred in 2Q16. It should by highlighted that, when compared to the same period last year, Net

Debt shows a reduction of 78.2M€. Capital structure, due to the above-mentioned decrease in the Net Debt level, set the Debt to Equity ratio at 33.8%, 14.3pp lower than the level registered at the end

of 2015. Taking into consideration the different types of assets that are part of Sonae Capital's portfolio, capital structure should be evaluated considering the coexistence of businesses that generate recurrent EBITDA, measured by a Net Debt/EBITDA ratio and Real Estate Assets that should be evaluated according to its fair market value. Assuming the Group Real Estate Assets valuations, at the end of the period, the implied ratios of Loan to Value (LTV) and non real estate Net Debt/EBITDA businesses amounted to 13.6% and 2.32x, respectively, reflecting a conservative and comfortable capital structure considering Sonae Capital's business portfolio structure.

Consolidated Balance Sheet
Million euro Sep 2016 Dec 2015 Δ
Sep16/Dec15
Total Assets 553.3 574.0 $-3.6%$
Tangible and Intangible Assets 249.5 258.8 36%
Goodwill 609 60.9 $+0.0%$
Non-Current Investments 1.6
25.4
136 -885%
Other Non-Current Assets
Stocks
120.6 31.5
126.8
$-19.2%$
-48%
Trade Debtors and Other Current Assets 46.3 47.2 $-1.8%$
Cash and Cash Equivalents 491 35.3 +389%
Total Equity 314.8 310.1 +1.5%
Total Equity attributable to Equity Holders of Sonae Capital 3052 2999
10 2
$+18%$
Total Equity attributable to Non-Controlling Interests 96 $-60%$
Total Liabilities 238.5 263.9 $-9.6%$
Non-Current Liabilities 147.7 121.0 +22.1%
Non-Current Borrowings 1305 103.9 $+256%$
Deferred Tax Liabilities 11.1 10.9 $+16%$
Other Non-Current Liabilities 61 61 $+0.0%$
Current Liabilities 90.7 142.9 -36.5%
Current Borrowings
Trade Creditors and Other Current Liabilities
25.0
658
806
623
-690%
+5.5%
Total Equity and Liabilities 5533 574.0 $-3.6%$
Net Capital Employed 421.2 459.3 $-8.3%$
Fixed Assets
Non-Current Investments (net)
310.3
97
319.7
28.0
$-2.9%$
$-65.2%$
Working Capital 1011 111.6 $-9.4%$
Capex (end of period) 46 14.6 $-687%$
% Fixed Assets 15% 4.6%
Net Debt 106.4 149.2 $-28.7%$
% Net Capital Employed 25.3% 32.5%
Debt to Equity 33.8% 48.1%
Net Debt excluding Energy 90.1 126.2 $-28.6%$
Capital Structure Ratios
Loan to Value (Real Estate) 136% 21.8%
Net Debt/EBITDA (recurrent) 2.32x 2.20x

Net Capital Employed decreased 8.3% compared to YE2015, to 421.2M€. This performance was mainly driven by the Non-Current Investments decrease, as a result of the Norscut and Operscut shareholding participations.

3. SEGMENTS PERFORMANCE 3.1. RESORTS

Profit and Loss Account
Million euro
Resorts 3Q 2016 3Q 2015 $\triangle$ 16/15 9M 2016 9M 2015 $\triangle$ 16/15
Total Operational Income 9.82 10.72 $-8.4%$ 21.86 25.69 $-14.9%$
Turnover 9.33 10.20 $-8.6%$ 20.42 23.91 $-14.6%$
Other Operational Income 0.49 0.52 $-61%$ 1.43 1.78 -194%
Total Operational Costs $-6.53$ $-739$ +11.6% $-18.11$ $-20.44$ $+11.4%$
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses
$-129$
$-0.84$
$-276$
$-113$
$-0.53$
139
143
-3.03
$-118$
$-0.36$
$+74%$
$+416%$
$+9.0%$
$+4.7%$
-46.6%
-3.05
$-382$
-6.84
$-2.94$
$-146$
$-368$
$-4.22$
-8.40
-296
$-1.18$
$+17.2%$
$+9.6%$
$+18.6%$
$+0.6%$
-24.3%
EBITDA excluding Guaranteed Income Provisions (1) 3.28 3.33 $-1.4%$ 3.75 5.25 $-28.7%$
Provisions for Guaranteed Income $-0.08$ $-0.16$ $+510%$ $-0.27$ $-0.81$ +670%
EBITDA 3.20 3.17 $+1.1%$ 3.48 4.45 $-21.8%$
Capex
EBITDA Capex
0.70
2.50
0.23
2.94
>100%
$-14.8%$
0.97
2.50
0.79
3.65
+22 8%
-31.4%

During 3Q16, 4 deeds of residential units in Troia Resort were signed (a reduction compared to the 7 deeds registered in 3Q15), amounting to 15 deeds in the first nine months of the year. Additionally, it should be added a stock of 11 promissory purchase/sale and reservation agreements with advance payments. As at 30 September 2016, a total of 366 deeds have been celebrated on residential units in

Troia Resort. Mainly driven by the number of signed deeds in the quarter, Top Line amounted to 9.33M€, showing a decrease of 8.6% when compared to 3Q15. It should be highlighted, due to the strong dynamism observed during the summer campaign, turnover excluding sales of real estate touristic apartments, grew 19.6% over the

same period last year. Consequently, EBITDA reached 3.20M€, an increase of 1.1% when compared to the same period last year, driven by the performance of the different businesses that

support the Resort's activity. Capex, in the first nine months of the year, amounted 0.97M€ and contributed, as well as EBITDA, to a reduction of EBITDA-Capex of 1.15M€ to 2.50M€.

3.2. FITNESS

The Fitness segment continues to consolidate the improvement of its competitive position, reflected in both turnover and profitability as a consequence of the 9.9% growth in the average number of active members when compared to 3Q15.

During 3Q16, Top Line grew 21.7% to 4.60M€, as a result of the above-mentioned growth in the number of active members and the positive average monthly fee performance, which has increased 7.9% when compared to 3Q15. EBITDA amounted to 0.78M€, an improvement of 93.8% when compared to the same period last year, correspondent to a margin of 17.0%, 6.3pp above the level achieved in 3Q15. It should be highlighted that during the 3Q16, one additional new club was opened (Oporto - Foz). It should be noted that the opening of new clubs is expected to negatively impact margins until they reach a cruising speed in with respect the

number of active members. Capex in 9M16 amounted to 0.95M€, significantly higher than in the same period last year, mainly as a result of implementation of the expansion plan, in particular the investments to support the opening of new clubs.

3.3. HOSPITALITY

In order to present comparable information, the contribution of the Lagos hotel operation (Aqualuz Lagos), was excluded from the 2015 segment results.

Compared to the 3Q15 and following the previously reported trend, Hospitality's segment Top Line showed, in the 3Q16, a growth of 14.4% to 7.35M€. This performance resulted mainly from the increase in occupancy rate across all units. In the same period, the number of room nights sold increased 11.2% in the total Group's operations and RevPar also revealed an improvement of 12.2%.

As a result of the positive business indicators performance and of the Top Line increase, combined with the optimization and cost rationalization measures implemented over the past few years, EBITDA, in 3Q16, showed an improvement of 51.7% over the same period last year. It should be noted that the quarter already includes the contribution of the new hotel "The House Ribeira Porto Hotel" (opened in April) and on a comparable basis, the EBITDA improvement amounted to 32.2%. It should be pointed out that the new Hotel, opened following a capital light approach, already presented positive contribution in the quarter, as a result of the

high occupancy rates. Excluding rents, it should be highlighted that the Hospitality segment EBITDAR, in 3Q16, was positive 2.41M€, an increase of 15.7% when compared to the same period last year. Pointing out the turnover seasonality, the first and fourth quarters usually register negative EBITDAR that are more than compensated by the positive results

of the second and, mainly, the third quarters' activity. Hospitality capex stood at controllable levels (0.04M€) and contributed, as well as the operational improvement, to the EBITDA-Capex increase of 54.1% when compared to 3Q15.

3.4. ENERGY

In 3Q16, Top Line of the Energy segment reported a decrease of 29.1% to 8.29M€. This performance is explained by: (i) the reduction of energy selling prices as a result of the evolution of oil price; and (ii) the lower number of cogeneration plants in operation, due to the discontinuation, in 4Q15, of a cogeneration plant and the

change, also in 4Q15, of the licensing framework in another one. As expected, EBITDA, in the period, registered a decrease of 12.9%, when compared

to the same period last year, to 1.73M€, registering a margin of 20.9%. In 9M16, turnover registered a reduction of 26.0% to 29.8M€ and EBITDA decreased 21.7% to 6.03M€ when compared to the same period last year, as a result of the

above-mentioned reasons that impacted Top Line. Capex remained at low levels and in the first nine months of the year amounted to 0.31M€, 93.4% lower than 9M15, contributing to an improvement of 2.67M€ to the EBITDA-Capex level.

3.5. REFRIGERATION & HVAC 3Q16 Top Line amounted to 20.28M€, a 51.9% increase over the same period last year, due to the improved domestic operation, namely the positive performance of the refrigeration segment. The Backlog of the Portuguese operation, at the end of the period, amounted to, approximately, 26.2M€, representing 6.9 months of

3Q16 EBITDA registered a reduction of 0.61M€, due mainly to the lower contribution of international operations, as in the previous quarters, and the HVAC operation driven by the implementation and development costs of an important international

project. Top Line of the first nine months of the year increased 32.0% to 49M€. International Top Line of Refrigeration & HVAC (consolidating exports and direct sales abroad) represented 51% of the consolidated turnover, 21pp above the level registered in

Profit and Loss Account
Million euro
Refrigeration & HVAC 3Q 2016 3Q 2015 $\triangle$ 16/15 9M 2016 9M 2015 $\triangle$ 16/15
Total Operational Income 20.56 13 54 $+51.9%$ 49.49 3753 +31.9%
Turnover 20 28 13.35 +51.9% 48 99 37.11 +32.0%
Other Operational Income 0.28 0.18 +52.0% 0.50 0.42 $+21.0%$
Total Operational Costs $-20.34$ $-12.71$ -60.1% $-47.82$ $-35.97$ -32.9%
Cost of Goods Sold $-6.91$ $-711$ $+2.9%$ $-20.35$ $-16.50$ -23.3%
Change in Stocks of Finished Goods $-0.82$ 119 3.19 188 +69.5%
External Supplies and Services $-9.31$ -379 $< 100\%$ $-21.01$ 1215 72.9%
Staff Costs -309 $-2.75$ 12.6% $-8.91$ $-8.75$ 18%
Other Operational Expenses $-0.22$ $-0.24$ $+11.2%$ $-0.73$ $-0.44$ -66.4%
EBITDA 0.22 0.83 -73.3% 1.67 1.56 $+7.5%$
Capex 0.00 0.02 $-94.7%$ 0.06 0.14 -581%
EBITDA Capex 0.22 0.81 $-72.8%$ 161 1.41 $+14.3%$

In order to present comparable information, the contribution of the General Maintenance business (UPK), subject to a Management Buy Out in 4Q15, was excluded from the 2015 segment results.

Due to the Top Line performance in Portugal, EBITDA in the 9M16 amounted to 1.67M€, registering an improvement of 7.5% when compared to 9M15 and reaching a margin of 3.4%. EBITDA in the domestic operation (excluding the discontinued operations) amounted to 2.26M€ in 9M16, a 1.05M€ improvement when compared to

the same period last year. Capex stood at low levels, 0.06M€ (58.1% lower than 9M15) and EBITDA-Capex positive evolution is a result of the EBITDA performance.

3.6. OTHER ASSETS Sonae Capital owns a set of non-strategic assets and thus available for sale,

including Real Estate Assets and Financial Shareholdings. Addressing current market trends and the demand profile for real estate assets included in current portfolio, during the 3Q16, 24 sales deeds regarding City Flats were signed and an additional 3 sales deeds were signed over a land plot and two real estate assets. In the first nine months of the year, a total of 68 sales deeds of

real estate assets were signed, of which 62 related to City Flats. As at 30 September 2016, capital employed in this set of real estate assets

amounted to 112.6M€. During 3Q16, the sale process of the shareholdings associated to road concessions (Norscut and Operscut) were concluded with the full reimbursement of the respective price of, approximately, 43M€.

4.1. CORPORATE INFORMATION - 3Q16 There was no corporate information to register.

Report of the Board of Directors

4.2. SUBSEQUENT CORPORATE EVENTS There were no subsequent corporate events to register.

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

adopted by 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 the Business Unit level, and aligned with the best market practices, the units sold during the year 2015, namely, the hotel operation of Lagos (Aqualuz Lagos) and business of General Maintenance (UPK) of Refrigeration & HVAC segment, are now reported as discontinued operations. In accordance the restated 2015 information is presented in appendix.

This document is a translation from the Portuguese original version.

GLOSSARY

  • HVAC = Heating, Ventilation and Air Conditioning.
  • Operational Cash Flow = EBITDA Capex.
  • 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 + Rents for buildings.
  • Net Debt = Non-Current Loans + Current Loans Cash and Cash Equivalents –
  • Current Investments. Capex = Investment in Tangible and Intangible Assets.
  • Gearing: Debt to Equity = Net Debt / Equity.
  • Loan to Value = Net Debt of real estate assets / Real estate assets Valuation.

APPENDIX

Consolidated Profit and Loss Account
Million euro
1Q 2015 2Q 2015 3Q 2015 4Q 2015 1Q 2016 2Q 2016 3Q 2016
Total Operational Income 41.85 46.54 47.23 45.65 38.14 43 36 53.29
Turnover 38.98 39.78 46 40 44 45 37.42 43 02 52.27
Resorts 6.44 7.27 10.20 5.77 3.88 7.21 9.33
Hospitality 182 3.91 642 2.33 2.10 434 7.35
Fitness 3.50 3.94 3.78 3.96 4,14 4 4 5 4.60
Energy 15.58 13.01 11.70 10.29 11.74 9.77 8.29
Refrigeration & HVAC 12.63 11.13 13.35 19.38 14.27 14.43 20.28
Others & Eliminations 100 0.52 0.94 2.72 1.28 2.81 242
Other Operational Income 2.87 6.76 0.84 1.20 0.72 0.35 1.02
EBITDA, excluding Guaranteed Income Provisions (1) 3.24 10.03 8.14 3.11 1.67 4.16 8.08
Resorts 104 0.88 3.33 $-1.08$ 0.01 0.46 3.28
Hospitality $-194$ $-0.56$ 0.92 $-163$ $-1.76$ $-0.59$ 1.40
Fitness 0.23 0.62 0.40 0.57 0.38 0.62 0.78
Energy 3.22 2.48 1.99 1.51 236 193 173
Refrigeration & HVAC 0.42 0.31 0.83 154 0.89 0.56 0.22
Others & Eliminations 0.26 6.30 0.67 2.19 $-0.21$ 117 0.66
Provisions for Guaranteed Income $-0.28$ $-0.37$ $-0.16$ $-0.18$ $-0.07$ $-0.12$ $-0.08$
EBITDA 295 9.67 798 2.92 159 4.04 8.00
Amortization & Depreciation $-3.90$ $-3.90$ $-4.03$ $-3.89$ $-3.92$ $-3.99$ $-3.99$
Provisions & Impairment Losses $-0.07$ $-0.08$ $-0.08$ 0.23 $-0.01$ $-0.05$ 0.00
Non-recurrent costs/income (2) 0.76 $-0.39$ $-0.57$ 0.27 $-0.38$ 0.62 $-0.37$
EBIT $-0.26$ 5.29 330 $-0.47$ $-2.72$ 0.63 364
Net Financial Expenses $-2.20$ $-2.29$ $-2.58$ $-1.53$ $-2.38$ $-1.71$ $-164$
Investment Income and Results from Assoc. Undertakings 1.21 0.79 1.01 0.13 105 15.32 1.81
EBT 125 3.78 1.74 $-187$ $-4.04$ 14 24 382
Taxation $-0.86$ $-0.10$ 0.16 0.39 016 $-0.54$ $-0.43$
Net Profit - Continued Businesses $-211$ 3.68 1.90 $-1.48$ -3.88 13.70 3.38
Net Profit - Discontinued Businesses $-0.56$ $-0.15$ 0.30 $-0.18$ 0.00 0.00 0.00
Net Profit Total $-2.68$ 353 2.20 $-1.66$ $-3.88$ 13.70 3.38
Attributable to Equity Holders of Sonae Capital $-2.93$ 3.12 186 $-2.35$ $-419$ 13.33 3.12
Attributable to Non-Controlling Interests 0.25 0.41 0.34 0.69 0.31 0.37 0.26

PART II CONSOLIDATED FINANCIAL STATEMENTS

(Amounts expressed in euro)

ASSETS Notes 30/09/2016 31/12/2015
NON-CURRENT ASSETS:
Tangible assets
7 242,193,269 251,495,972
Intangible assets 7 7,262,798 7,338,337
Goodwill 8 60,892,528 60,892,528
Investments in associated companies and joint ventures 5 1,069,319 12,960,514
Other investments 6 e 9 487,668 597,515
Deferred tax assets 13 23,403,321 23,620,310
Other non-current assets 10 2,029,074 7,871,931
Total non-current assets 337,337,977 364,777,107
CURRENT ASSETS:
Inventories 11 120,615,426 126,761,744
Trade account receivables and other current assets
Cash and cash equivalents
12
14
46,303,537
49,061,315
47,175,228
35,318,251
Total Current Assets 215,980,278 209,255,223
TOTAL ASSETS 553,318,255 574,032,330
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 250,000,000 250,000,000
Own Shares 15 (1,404,226) (1,426,791)
Reserves and retained earnings 15 44,357,210 51,609,194
Profit/(Loss) for the year attributable to the equity holders of Sonae Capital 12,262,588 (294,678)
Equity attributable to the equity holders of Sonae Capital 305,215,572 299,887,725
Equity attributable to non-controlling interests 16 9,632,604 10,247,125
TOTAL EQUITY 314,848,176 310,134,850
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 17 130,485,739 103,923,602
Other non current liabilities 19 3,035,412 3,033,619
Deferred tax liabilities 13 11,124,384 10,948,548
Provisions 22 3,079,824 3,079,824
Total Non-Current Liabilities 147,725,359 120,985,593
CURRENT LIABILITIES:
Loans 17 24,966,936 80,592,682
Trade creditors and other current liabilities 21 61,314,030 56,961,279
Provisions 22 4,463,754 5,357,926
Total Current Liabilities 90,744,720 142,911,887
TOTAL LIABILITIES 238,470,079 263,897,480

TOTAL EQUITY AND LIABILITIES 553,318,255 574,032,330

(Amounts expressed in euro)

Notes 30/09/2016 30/09/2015
Sales 79,896,504 55,606,858
Services rendered 51,243,285 65,493,064
Other operating income 3,313,063 15,318,694
Cost of sales (42,523,242) (46,782,130)
Changes in stocks of finished goods and work in progress (5,050,616) (2,699,532)
External supplies and services (44,841,950) (35,824,418)
Staff costs (25,242,307) (24,447,126)
Depreciation and amortisation (11,894,032) (11,828,555)
Provisions and impairment losses (Increases/Decreases) (604,573) (29,733)
Other operating expenses (2,738,361) (6,474,226)
Operational profit/(loss) 1,557,771 8,332,896
Financial Expenses
Financial Income (6,359,378) (8,318,496)
632,460 1,247,580
Net financial income / (expenses) (5,726,918) (7,070,916)
Profit/(Loss) in associated and jointly controlled companies 5 182,779 2,986,686
Investment income 17,995,113 17,246
Profit/(Loss) before taxation 14,008,745 4,265,912
taxation 26 (811,740) (797,110)
Profit/(Loss) for the year - continued operations 13,197,005 3,468,802
Profit/(Loss) for the year - discontinued operations
Profit/(Loss) for the year
27 -
13,197,005
(416,545)
3,052,257
Attributable to:
Equity holders of Sonae Capital 12,262,588 2,054,038
Non-controlling interests 16 934,417 998,219
Profit/(Loss) per share
Basic 29 0.049698 0.008338
Diluted 29 0.049698 0.008338

(Amounts expressed in euro)

Notes rd
QUARTER 2016 1
3
rd
QUARTER 2015 1
3
Sales 47,872,237 16,927,608
Services rendered 3,885,136 28,460,536
Other operating income 1,285,557 1,306,428
Cost of sales (13,623,340) (16,653,722)
Changes in stocks of finished goods and work in progress (3,090,865) (325,522)
External supplies and services (18,492,113) (12,630,308)
Staff costs (8,857,992) (8,166,296)
Depreciation and amortisation (3,988,070) (4,031,015)
Provisions and impairment losses (Increases/Decreases) (35,835) 587,872
Other operating expenses (1,312,422) (2,172,562)
Operational profit/(loss) 3,642,293 3,303,019
Financial Expenses (1,791,228) (2,834,239)
Financial Income 154,195 257,822
Net financial income / (expenses) (1,637,033) (2,576,417)
Profit/(Loss) in associated and jointly controlled companies 5 71,380 891,110
Investment income 1,738,540 117,858
Profit/(Loss) before taxation 3,815,180 1,735,570
taxation 26 (434,694) 164,343
Profit/(Loss) for the year - continued operations 3,380,486 1,899,913
Profit/(Loss) for the year - discontinued operations - 295,911
Profit/(Loss) for the year
Attributable to:
27 3,380,486 2,195,824
Equity holders of Sonae Capital 3,123,085 1,857,632
Non-controlling interests 16 257,401 338,192
Profit/(Loss) per share
Basic 29 0.012657 0.007541
Diluted 29 0.012657 0.007541

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 - Interim Financial Reporting

SONAE CAPITAL, SGPS, SA
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2016 AND 2015
(Amounts expressed in euro)
30/09/2016 30/09/2015
Consolidated net profit/(loss) for the period 13,197,005 3,052,257
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 101,705 188,382
Share of other comprehensive income of associates and joint ventures accounted for by
the equity method (Note 5)
7,381,842 1,169,079
Change in the fair value of assets available for sale - 841,904
Change in the fair value of cash flow hedging derivatives 13,890 222,404
Tax related to other comprehensive income captions (2,917) (265,833)
Other comprehensive income for the period 7,494,520 2,155,936
Total comprehensive income for the period 20,691,525 5,208,193
Attributable to:
Equity holders of Sonae Capital 19,761,166 4,172,698
Non-controlling interests 930,359 1,035,495
SONAE CAPITAL, SGPS, SA
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRD QUARTERS OF 2016 AND 2015
(Amounts expressed in euro)
rd
QUARTER 2016 1
3
rd
QUARTER 2015 1
3
Consolidated net profit/(loss) for the period 3,380,486 2,195,824
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 51,175 148,378
Share of other comprehensive income of associates and joint ventures
accounted for by the equity method (Note 5) - 205,683
Tax related to other comprehensive income captions (48) (31,868)
Change in the fair value of cash flow hedging derivatives (9,824) 8,709
Change in the fair value of assets available for sale - 133,507

Other comprehensive income for the period 41,303 464,409

Total comprehensive income for the period 3,421,789 2,660,233
Attributable to:
Equity holders of Sonae Capital 3,167,169 2,291,238
Non-controlling interests 254,620 368,995

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 - Interim Financial Reporting

REPORT AND ACCOUNTS – SEPTEMBER 2016 Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2016 AND 2015

(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
Sub total Net Profit/
(Loss)
Total Non
Controlling
Interests
Total Equity
Balance as at 1 January 2015 250,000,000 (1,486,301) 132,638,253 (130,882) (750,961) (239,276) (75,237,394) 56,279,740 (6,832,009) 297,961,430 9,375,864 307,337,294
Total consolidated comprehensive income for the - - - 151,827 841,904 221,683 903,246 2,118,660 2,054,038 4,172,698 1,035,495 5,208,193
period
Appropriation of profit of 2014:
- - - - - - - - - - - -
Transfer to legal reserves and retained earnings - - - - - - (6,832,009) (6,832,009) 6,832,009 - - -
Dividends paid - - - - - - - - - - (1,078,352) (1,078,352)
(Acquisition)/Sales of own shares
Changes in the percentage of capital held in
-
-
72,435
-
-
-
-
-
-
-
-
-
-
(219,830)
-
(219,830)
-
-
72,435
(219,830)
-
219,830
72,435
-
affiliated companies
Other changes - - - - - - 729 729 - 729 - 729
Balance as at 30 September 2015 250,000,000 (1,413,866) 132,638,253 20,945 90,943 (17,593) (81,385,258) 51,347,290 2,054,038 301,987,462 9,552,837 311,540,299
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
Changes in the percentage of capital held in
-
-
22,565
-
-
-
-
-
-
-
-
-
-
119,266
-
119,266
-
-
22,565
119,266
-
(119,266)
22,565
-
affiliated companies
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

The accompanying notes are part of these financial

SONAE CAPITAL, SGPS, SA
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2016 AND 2015
(Amounts expressed in euro) Notes 30/09/2016 30/09/2015 rd
3
QUARTER
1
2016
rd
3
QUARTER
20151
OPERATING ACTIVITIES:
Cash receipts from trade debtors 130,685,516 137,299,364 48,660,183 57,513,831
Cash receipts from trade creditors
Cash paid to employees
(83,817,416)
(24,250,824)
(79,859,846)
(25,822,785)
(31,707,400)
(8,398,857)
(27,131,247)
(9,030,848)
Cash flow generated by operations 22,617,276 31,616,733 8,553,926 21,351,736
Income taxes (paid) / received
Other cash receipts and (payments) relating to operating activities
(427,803)
(695,719)
(224,686)
(3,330,814)
(71,195)
(1,144,652)
1,332,399
(3,413,700)
Net cash from operating activities (1) 21,493,754 28,061,233 7,338,079 19,270,435
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 38,827,634 23,884,334 38,226,852 298,620
Tangible assets 1,950,289 14,604,622 535,581 1,010,285
Intangible assets 226,089 - 177,000 -
Interest and similar income 417,933 1,106,226 254,550 278,089
Dividends 332,859 339,683 138,440 66,052
47,666,204 39,934,865 45,243,823 1,653,046
Cash Payments arising from:
Investments (148,446) (25,863) (10,217) (7,824)
Tangible assets (4,361,345) (9,035,119) (1,514,724) (2,305,095)
Intangible assets (427,992) (287,348) (234,581) (219,896)
Loans granted (58,007) (1,015,588) (16,504) (27,791)
(4,995,790) (10,363,918) (1,776,026) (2,560,606)
Net cash used in investment activities (2) 42,670,414 29,570,947 43,467,797 (907,560)
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 99,054,596 9,100,000 30,200,000 -
Sale of own shares 144,043 72,435 - -
99,198,639 9,172,435 30,200,000 -
Cash Payments arising from:
Loans obtained (127,527,929) (61,803,557) (34,706,587) (35,582,936)
Interest and similar charges (5,830,270) (7,181,864) (1,626,374) (2,210,395)
Dividends (15,987,705) (923,729) - (129,843)
(149,345,904) (69,909,150) (36,332,961) (37,923,174)
Net cash used in financing activities (3) (50,147,265) (60,736,715) (6,132,961) (37,923,174)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 14,016,903 (3,104,535) 44,672,915 (19,560,299)
Effect of foreign exchange rate 285,171 218,048 (2,260) 140,568
Cash and cash equivalents at the beginning of the period 14 35,318,251 8,148,876 4,374,808 24,527,160
Cash and cash equivalents at the end of the period 14 49,049,983 4,826,293 49,049,983 4,826,293

The accompanying notes are part of these financial statements. 1

Prepared in accordance with IAS 34 - Interim Financial Reporting

SONAE CAPITAL, SGPS, SA

(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

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

  3. Resorts; Hotels;

  4. Fitness;
  5. Energy,
  6. Refrigeration & HVAC;
  7. Other Assets.

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

  1. MAIN ACCOUNTING POLICIES The main accounting policies adopted in preparing the accompanying consolidated financial statements are as follows:

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, on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.

  1. CHANGES IN ACCOUNTING POLICIES Changes to international accounting standards that came into force on or after 1 January 2016, did not have material impacts in the financial statements as at 30 September 2016.

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

Percentage of capital held
30 September 2016 31 December 2015
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%
3) 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%
4) 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%
1) 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
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%
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%
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%
Refrigeration and HVAC
QCE - Desenvolvimento e fabrico de Equipamentos, SA
a) Matosinhos 100,00% 70,00% 100,00% 70,00%
Sistavac, SA a) Matosinhos 100,00% 70,00% 100,00% 70,00%
Sistavac, 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%
Spinarq Moçambique, Lda a) Maputo 70,00% 70,00% 70,00% 70,00%
Spinarq-Engenharia,Energia e Ambiente,SA a) Luanda 99,90% 99,90% 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 99,99% 99,99% 99,82% 99,82%
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-Eng. e promoção imobiliária,SGPS,S.A. a) Maia 100,00% 100,00% 100,00% 100,00%
2) 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%
Spinveste-Gestão Imobiliária SGII,SA a) Maia 100,00% 100,00% 100,00% 100,00%
Urbisedas-Imobiliária das Sedas, SA
Vistas do Freixo-Emp.Tur.Imobiliários,SA
a)
a)
Maia
Maia
100,00%
100,00%
100,00%
100,00%
100,00%
100,00%
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%
5) 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%
Spred, SGPS, SA a) Maia 100,00% 100,00% 100,00% 100,00%

1) Ex-Imoareia - Invest. Turísticos, SGPS, SA; 2) Ex- Praedium, S.G.P.S., S.A;

3) Ex- Sonae Turismo, SGPS, SA;

4) Ex- The Artist Ribeira, SA; 5) Ex- SC Hospitality, SGPS, SA.

a) Majority of voting rights

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 2016 and 31 December 2015 are as follows:

Percentage of capital held
Company Head Office 30 September 2016
Direct
Total 31 December 2015
Direct
Total Book Value
30 September
2016
31 December
2015
Other Assets
1) Andar - Sociedade Imobiliária, SA
Sociedade de Construções do Chile, SA
Maia
Maia
50.00%
100.00%
50.00%
50.00%
50.00%
100.00%
50.00%
50.00%
-
-
-
-
1) Vastgoed One - Sociedade Imobiliária, SA Maia 100.00% 50.00% 100.00% 50.00% - -
1) Vastgoed Sun - Sociedade Imobiliária, SA Maia 100.00% 50.00% 100.00% 50.00% - -
Lidergraf - Artes Gráficas, Lda Vila do
Conde
24.50% 24.50% 24.50% 24.50% 1.042.996 975,156
2) Norscut - Concessionária de Auto
Estradas, SA
Lisbon - - 36.00% 36.00% - 11,761,812
2) Operscut - Operação e Manutenção de
Auto-estradas, SA
Lisbon - - 15.00% 15.00% - 24,000
Energy
Feneralt – Produção de Energia, ACE
Barcelos 25.00% 25.00% 25.00% 25.00% 26.323 199,546
Total 1.069.319 12,960,514

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. As at 30 September 2016 and 31 December 2015, aggregate values of main financial indicators of jointly controlled companies can be resumed as follows:

30 September 2016
31 December 2015
Total Assets 55,450,246 55,448,333
Total Liabilities 17,322,992 16,439,200
Income - 97,288
Expenses 719,514 1,392,801

During the periods ended 30 September 2016 and 2015, movements in investments

of associated and jointly controlled companies may be summarized as follows:
30 September 2016 30 September 2015
Opening balance as at 1 January 12,992,457 20,762,638
Acquisitions in the period - 8,000
Disposals in the period (19,168,575) -
Equity method 7,564,620 4,155,765
Dividends received (287,240) (56,151)
Change in the consolidation method - -
Closing balance as at 30 September 1,101,262 24,870,252
Accumulated impairment losses (Note 22) (31,943)
1,069,319
(31,943)
24,838,309

The amount shown under "Disposals in the period" related to Norscut –

Concessionária de Auto-Estradas, SA. The use of the equity method had the following impacts: 182,779 euro recorded on share of results of associated undertakings (2,986,686 euro at 30 September 2015), and 7,381,842 euro in changes in reserves (1.169.079 euro at 30 September 2015).

  1. 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 2016 and 31 December 2015 are as follows:
Percentage of capital held
30 September 31 December 2015
Company Head
Office
Direct 2016
Total
Direct Total 30
September
31
December
Resorts 2016 2015
Infratroia – Emp. de Infraest. de
Troia, E.N.
Grândola 25.90% 25.90% 25.90% 25.90% 64,747 64,747
Other Assets
Fundo de Investimento
Imobiliário Imosonae Dois
Maia - - 0.06% 0.06% - 124,892
Net, SA
Fundo de Capital de Risco F
Lisbon
Lisbon
0.98%
6.48%
0.98%
6.48%
0.98%
6.48%
0.98%
6.48%
23,034
250,950
23,034
250,950
HITEC
Other investments
148,936 133,892
Total (Note 9) 487,668 597,515
  1. TANGIBLE ASSETS AND INTANGIBLE ASSETS During the nine month period ended 30 September 2016, 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
Buildings
Equipment Other
Tangible
Tangible
Assets in
Total
Tangible
Gross Cost: Assets progress Assets
Opening balance as at 1 January 2016 224,435,722 192,766,256 2,081,623 14,715,753 433,999,354
Capital expenditure 228,692 282,228 939 3,551,229 4,063,088
Disposals (851,718) (6,277,183) (42,804) (150,754) (7,322,459)
Exchange rate effect - (121,735) 6,208 - (115,527)
Transfers 6,684,906 7,844,322 157,749 (15,379,732) (692,755)
Closing balance as at 30 September 2016 230,497,602 194,493,888 2,203,715 2,736,496 429,931,701
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2016 83,514,782 97,307,652 1,680,948 - 182,503,382
Charges for the period 1) 2,129,975 9,235,822 58,807 - 11,424,604
Disposals (65,930) (5,787,164) (41,441) - (5,894,535)
Exchange rate effect - (80,743) 5,358 - (75,385)
Transfers (380) (219,254) - - (219,634)
Closing balance as at 30 September 2016 85,578,447 100,456,313 1,703,672 - 187,738,432
Carrying amount as at 1 January 2016 140,920,940 95,458,604 400,675 14,715,753 251,495,972
Carrying amount as at 30 September 2016 144,919,155 94,037,575 500,043 2,736,496 242,193,269

1) Includes impairment losses amounting to 62,111 euro

Pag. 28

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

31 December 2015
8,091,116
52,083
1,208,506
5,364,048
14,715,753
30 September 2016
2,278,414
-
288,768
169,314
2,736,496
Patents and
other similar
Software Intangible Assets
Other
Intangible
Intangible
Assets in
Total
Intangible
Gross Cost: rights Assets progress Assets
Opening balance as at 1 January 2016 7,789,237 3,281,292 155,474 225,546 11,451,549
Capital expenditure - - - 615,449 615,449
Disposals - (750) - - (750)
Exchange rate effect - 2,334 - - 2,334
Transfers - 444,037 (123,701) (480,683) (160,347)
Closing balance as at 30 September 2016 7,789,237 3,726,913 31,773 360,312 11,908,235
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2016 1,522,646 2,581,146 9,421 - 4,113,213
Charges for the period 133,604 397,936 - - 531,540
Disposals - (750) - - (750)
Exchange rate effect - 1,435 - - 1,435
Transfers - - - - -
Closing balance as at 30 September 2016 1,656,250 2,979,767 9,421 - 4,645,438
Carrying amount as at 1 January 2016 6,266,592 700,146 146,053 225,546 7,338,337
Carrying amount as at 30 September 2016 6,132,988 747,146 22,352 360,312 7,262,798

As at 30 September 2016 the net assets of Marina de Troia in Patents and other similar rights, amounts to 5,736,621 euro (5,849,778 euro at 31 December 2015).

  1. GOODWILL During the periods ended 30 September 2016 and 31 December 2015, movements in goodwill, as well as in corresponding impairment losses, are as follows:
30 September 2016 31 December 2015
Gross amount:
Opening balance 62,194,124 62,291,840
Decreases - disposals of affiliated companies - (97,716)
Closing balance 62,194,124 62,194,124
Accumulated impairment losses:
Opening balance
Closing balance
1,301,596
1,301,596
1,301,596
1,301,596
Total 60,892,528 60,892,528
  1. OTHER INVESTMENTS As at 30 September 2016 and 31 December 2015, movements in investments were
30 September 2016 31 December 2015
Non current Current Non current Current
Investments at acquisition cost
Opening balance as at 1 January 889,353 - 879,446 -
Acquisitions in the period 15,045 - 9,907 -
Disposals in the period (124,892) - - -
Closing balance as at 30 September
Accumulated impairment losses (Note 22)
779,506
(291,838)
-
-
889,353
(291,838)
-
-
487,668 - 597,515 -
Investments held for sale
Fair value as at 1 January
Disposals in the period
-
-
-
-
33,493,884
(34,244,847)
-
-
Increase/(Decrease) in fair value - - 750,963 -
Fair value as at 30 September - - - -
Accumulated impairment losses (Note 22) - - - -
Fair value (net of impairment losses) as at 30 September - - - -
Other Investments 487,668 - 597,515 -

These investments are recorded at acquisition cost less impairment losses.

  1. OTHER NON-CURRENT ASSETS As at 30 September 2016 and 31 December 2015, other non-current assets are
30 September 2016 31 December 2015
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA - 5,911,400
Others 870,613 812,606
870,613 6,724,006
Impairment losses (Note 22) (34,916) (34,916)
835,697 6,689,090
Trade accounts receivable and other debtors
Others 1,193,377 1,182,841
Impairment losses (Note 22) - -
1,193,377 1,182,841
Other non current assets 2,029,074 7,871,931
  1. INVENTORIES Inventories as at 30 September 2016 and 31 December 2015 can be detailed as
30 September 2016 31 December 2015
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by-products and consumables 1,251,435 - 1,441,888 -
Goods for sale 31,082,184 29,908,280 30,394,043 29,000,343
Finished goods 19,740,088 19,740,088 23,487,868 23,487,868
Work in progress 79,754,321 74,544,551 77,389,696 75,405,755
131,828,028 124,192,919 132,713,495 127,893,966
Accumulated impairment losses on stocks (11,212,601) (11,202,026) (5,951,751) (5,939,087)
(Note 22) 120,615,426 112,990,893 126,761,744 121,954,879

12. TRADE ACCOUNTS RECEIVABLE AND OTHER

CURRENT ASSETS As at 30 September 2016 and 31 December 2015, trade accounts receivable and

30 September 2016 31 December 2015
Trade accounts receivable 17,744,854 23,362,034
Accumulated impairment losses on trade debtors (Note 22) (4,139,340) (3,986,937)
13,605,514 19,375,097
Taxes recoverable 10,439,576 12,626,936
Loans granted to and other amounts to be received from related parties 165,499 74,506
Other current assets
Suppliers with a debtor balance 481,513 458,365
Other debtors 4,284,683 4,369,117
Accounts receivable from the sale of financial investments 4,123,897 4,656,580
Accounts receivable from the sale of tangible assets 5,721 10,525
Interest receivable 13,071 42,156
Deferred costs - Rents 521,943 291,265
Deferred costs - External supplies and services 1,087,671 1,121,317
Other current assets 12,139,573 4,714,764
22,658,072 15,664,089
Accumulated impairment losses on other current assets (Note 22) (565,124) (565,400)
Trade accounts receivable and other current assets 46,303,537 47,175,228
  1. DEFERRED TAXES Deferred tax assets and liabilities as at 30 September 2016 and 31 December 2015 can be detailed as follows, splitted between the different types of temporary
Deferred tax liabilities
30
September
Deferred tax assets
31
December
30
September
31
December
2016 2015 2016 2015
Amortisation and Depreciation harmonisation adjustments 563,960 592,345 3,980,186 3,754,439
Provisions and impairment losses of non-tax deductible 6,552,368 6,682,330 - -
Write off of tangible and intangible assets 71,250 71,250 - -
Write off of accruals - - - -
Revaluation of tangible assets - - 93,450 93,307
Tax losses carried forward 16,199,128 16,252,396 - -
Financial instruments - - - -
Write off of stocks
Taxable temporary differences arising from the fair value of
-
-
-
-
517,867
6,532,880
548,376
6,543,174
non-current liabilities
Others
16,615 21,990 - 9,252
23,403,321 23,620,310 11,124,384 10,948,548

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2016 and 31 December 2015, and using exchange rates effective at that time, tax

Tax losses
carried
Deferred
tax assets
Time limit Tax losses
carried
Deferred
tax assets
Time
limit
2017
2018
2026
2027
2028
- - - -
forward
19,769,442
18,024,639
11,725,573
27,619,048
-
77,138,702
4,151,583
3,785,174
2,462,370
5,800,000
-
16,199,128
30 September 2016
2017
2018
2026
2027
2028
forward
20,023,107
18,024,639
11,725,573
27,619,048
-
77,392,368
31 December 2015
4,204,852
3,785,174
2,462,370
5,800,000
-
16,252,396
77,138,702
16,199,128
77,392,368
16,252,396

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.

As at 30 September 2016, tax losses carried forward amounting to 80,269,810 euro (75,631,592 euro as at 31 December 2015), have not originated deferred tax assets for prudential reasons and are detailed as follows:

30 September 2016 31 December 2015
Tax losses
carried
forward
Tax Credit Time limit Tax losses
carried
forward
Tax Credit Time
limit
With limited time use
Generated in 2012 13,872,225 2,913,167 2017 15,178,378 3,187,459 2017
Generated in 2013 26,109,276 5,482,948 2018 22,917,452 4,812,665 2018
Generated in 2014 1,832,844 384,897 2026 22,249 4,672 2026
Generated in 2015 20,217,225 4,245,617 2027 18,638,746 3,914,137 2027
Generated in 2016 6,271,367 1,316,987 2028 - - 2028
68,302,937 14,343,617 56,756,825 11,918,933
Without limited time use 11,564,052 2,891,013 - -
With a time limit different from
the above mentioned
402,821 93,359 18,874,767 4,758,800
11,966,873 2,984,372 18,874,767 4,758,800
80,269,810 17,327,989 75,631,592 16,677,733
  1. CASH AND CASH EQUIVALENTS As at 30 September 2016 and 31 December 2015, cash and cash equivalents can be detailed as follows:
30 September 2016 31 December 2015
Cash at hand 151,498 111,450
Bank deposits 48,901,112 35,201,904
Treasury applications 8,705 4,897
Cash and cash equivalents on the balance sheet 49,061,315 35,318,251
Bank overdrafts - (Note 17) (11,332) -
Cash and cash equivalents in the statement of cash-flows 49,049,983 35,318,251

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

  1. 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 2016, Sonae Capital SGPS, S.A. owns 5,516,226 own shares (5,914,571 own shares at 31 December 2015) booked for 1,404,226 euro (1,426,791 euro at 31 December 2015).

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 2016 and 31 December 2015 are as follows:

30 September 2016 31 December 2015
Demerger reserve 132,638,253 132,638,253
Translation reserves 105,763 (23,350)
Hedging reserves 13,890 (11,956)
Other reserves and retained earnings (88,400,696) (80,993,753)
Reserves and retained earnings 44,357,210 51,609,194

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

Hedging Reserve The reserve is comprised by the fair value of hedging derivatives and the accrued interest of that hedging instrument, and it is transferred to profit and loss when the subsidiaries are sold or liquidated.

  1. NON-CONTROLLING INTERESTS Movements in non-controlling interests in the periods ended 30 September 2016
30 September 2016 31 December 2015
Opening balance as at 1 January 10,247,125 9,375,864
Changes in hedging reserves - 721
Changes in the percentage of capital held in affiliated companies (119,266) 219,830
Changes resulting from currency translation (4,058) 38,920
Dividends paid (1,425,614) (1,079,240)
Others - (1)
Profit for the period attributable to minority interests
Closing balance
934,417
9,632,604
1,691,031
10,247,125

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

  1. BORROWINGS As at 30 September 2016 and 31 December 2015, Borrowings are made up as
30 September 2016
31 December 2015
Outstanding amount
Outstanding amount
Repayable on
Current
Non Current
Current
Non Current
Bank loans
20,350,000
-
-
-
Sonae Capital SGPS - commercial paper a)
Mar/2018
-
17,300,000
-
-
Sonae Capital SGPS - commercial paper b)
Aug/2019
-
10,000,000
-
30,000,000
Sonae Capital SGPS - commercial paper c)
Dec/2017
-
8,250,000
8,250,000
-
Sonae Capital SGPS - commercial paper d)
Jun /2021
-
-
3,290,000
9,047,500
Sonae Capital SGPS e)
Sep/2019
-
-
3,250,000
1,500,000
Sonae Capital SGPS - commercial paper f)
May/2017
-
-
1,200,000
4,800,000
Sonae Capital SGPS - commercial paper g)
Mar/2020
-
20,000,000
-
-
Sonae Capital SGPS - commercial paper h)
Jun/2021
-
(483,890)
-
(255,080)
Up-front fees
1,148,341
894,204
1,735,702
1,600,754
Others
21,498,341
55,960,314
17,725,702
46,693,174
11,332
-
-
-
Bank overdrafts (Note 14)
21,509,673
55,960,314
17,725,702
46,693,174
Bank loans
Bond Loans
-
42,500,000
-
42,500,000
Sonae Capital 2014/2019 Bonds
May/2019
-
15,000,000
-
-
Sonae Capital 2016/2021 Bonds
Jul/2021
-
-
10,000,000
-
Sonae Capital 2011/2016 Bonds
Jan/2016
-
-
50,000,000
-
SC, SGPS, S.A. 2008/2018 Bonds
Mar/2018
-
(427,098)
(17,938)
(376,402)
Up-front fees
-
57,072,902
59,982,062
42,123,598
Bond Loans
Other loans
273,385
246,178
311,968
297,289
Derivatives (Note 18)
4,531
-
25,952
-
Obligations under finance leases
3,179,347
17,283,753
2,546,998
14,886,301
-
(77,408)
-
(76,760)
Up-front fees on finance leases
24,966,936
130,485,739
80,592,682
103,923,602

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 31 March 2011 and valid up to August 2019, except if the reimbursement is anticipated under the contracted terms of the call/put option, in August 2016. This loan is

guaranteed by a mortgage on real estate assets. c) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December

  1. d) Commercial paper programme, with subscription guarantee, issued on 31 December 2013, with automatic annual

renewals up to 7 years and six months, unless denounciated by either party. e) Bank loan guaranteed by a mortgage on real estate, started on 2 June 2011 and valid up to September 2019, with quarterly payments. At the date of the financial statements, the bank loan was fully refunded.

f) Commercial paper programme, with subscription guarantee, issued on 7 May 2014 and valid for a 3 year period, with semiannual payments. At the date of the financial statements, the programme was fully refunded.

g) Commercial paper programme, with subscription guarantee, issued on 18 March 2015 and valid up to March 2020, with

annual payments. At the date of the financial statements, the programme was fully refunded. h) Commercial paper programme, with subscription guarantee, issued on 23 de June 2016 and valid for a 5 years period,

  • As at 30 September 2016, 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 5 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 5 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 2016 was on

average 2.36% (2.83% in December 2015) 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. 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

30 September 2016 31 December 2015
Nominal value Interest Nominal value Interest
N+1 a) 24,805,245 3,442,151 80,584,669 4,867,436
18,732,602 2,958,181 39,321,659 3,938,199
N+2 70,573,556 2,699,953 7,644,816 2,421,339
N+3 10,417,201 695,493 49,335,366 1,074,827
N+4 27,184,248 522,810 3,505,904 87,101
N+5 4,712,356 79,400 4,824,098 109,720
After N+5 156,425,208 10,397,988 185,216,512 12,498,622

a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 82% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.

In the 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

18. DERIVATIVES Interest rate derivatives

Hedging instruments used by the Group as at 30 September 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 4,531 euro (25,952 euro at 31 December 2015) is recorded as liabilities in other loans (Note 17). As at 30 September 2016 and 31 December 2015, 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.

Pag. 36

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
2016
31 December
2015
30 September
2016
31 December
2015
Non-Hedge accounting derivatives
Interest rate - - - -
Hedge accounting derivatives
Interest rate (Note 17) - - 4,531 25,952
Other derivatives - - - -
- - 4,531 25,952
  1. OTHER NON-CURRENT LIABILITIES As at 30 September 2016 and 31 December 2015 other current liabilities can be
30 September 2016 31 December 2015
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA (Note 45) 1,851,581 1,928,510
Others 232,150 230,846
2,083,731 2,159,356
Other creditors
Creditors in the restructuring process of Torralta 596,657 561,891
Others - -
596,657 561,891
Deferred income
Obligations by share-based payments (Note 28) 355,024 312,372
355,024 312,372
Other non-current liabilities 3,035,412 3,033,619
  1. SHARE-BASED PAYMENTS Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, 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 2016 and 31 December 2015, the market value of total liabilities arising from share-based payments, which have not yet vested, may be

Year of grant Vesting year Number of participants Fair Value
30 September 2016
31 December 2015
Shares
2013 2016 7 - 579,291
2014 2017 6 368,792 272,420
2015 2018 6 465,273 335,036
2016 2019 6 334,458 -
Total 1,168,523 1,186,747

As at 30 September 2016 and 31 December 2015, 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:

Other non current liabilities (Note 19) 30 September 2016
355,024
31 December 2015
312,372
Other current liabilities 338,060 579,291
Reserves 170,768 34,317
Staff Costs 522,316 857,346
  1. TRADE ACCOUNTS PAYABLE As at 30 September 2016 and 31 December 2015 trade accounts payable can be
30 September 2016 31 December 2015
Trade creditors 17,973,790 17,167,600
Loans granted by and other payables to related parties 444,564 318,490
Other current liabilities
Fixed assets suppliers 807,034 1,273,301
Advances from customers and down payments 7,653,734 8,291,899
Other creditors 2,757,759 1,678,532
Taxes and contributions payable 3,233,804 3,570,359
Accrued staff costs 6,399,100 5,902,111
Amounts invoiced for works not yet completed 3,741,701 3,219,828
Accrued expenses with purchases - Energy Segment 2,674,379 2,321,743
Interest payable 707,973 611,463
Investment aid
Other liabilities
1,593,335
13,326,857
1,447,902
11,158,051
42,895,676 39,475,189
Trade accounts payable and other current liabilities 61,314,030 56,961,279

22. PROVISIONS AND ACUMULATED IMPAIRMENT

LOSSES Movements in provisions and accumulated impairment losses over the period ended 30 September 2016 were as follows:

Balance as
at 1
January
Balance as
at 30
September
Captions
Accumulated impairment losses on:
2016 Increases Decreases Utilisations Transfers 2016
Tangible Assets (Note 7) 39,129,797 62,111 - - - 39,191,908
Goodwill (Note 8) 1,301,596 - - - - 1,301,596
Other Investments (Notes 5 and 9) 323,781 - - - - 323,781
Other non current assets (Note 10) 34,916 - - - - 34,916
Trade accounts receivable (Note 12) 3,986,937 698,046 (211,501) (334,142) - 4,139,340
Other current assets (Note 12) 565,400 26,012 (25,806) (482) - 565,124
Stocks (Note 11) 5,951,751 - (10,081) - 5,270,931 11,212,602
Non current provisions 3,079,824 - - - - 3,079,824
Current provisions 5,357,926 509,236 (142,766) (1,260,642) - 4,463,754
59,731,928 1,295,405 (390,154) (1,595,266) 5,270,931 64,312,845

During an inventory of assets at 31 March 2016, it was detected that the posting of the impairment costs of previous years, in some assets, was made in the account

of the gross amount of the asset and not in the impairment account, as it should

have been. It was decided to transfer these amounts to the correct impairment account, and

disclose this event under transfers. As at 30 September 2016 and 31 December 2015 detail of other provisions was as

30 September 2016 31 December 2015
Judicial claims
Provision for secured income
2,088,770
2,862,159
2,033,391
3,838,298
Others 2,592,649 2,566,061
7,543,578 8,437,750

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.

  1. OTHER OPERATIONAL INCOME Other operational income for the period ended 30 September 2016 and 2015 was
30 September 2016 30 September 2015
Own work capitalised 6,794 1,897,491
Gains on sales of assets 613,457 8,559,199
Supplementary income 488,274 466,161
Others 2,204,538 4,337,974
Total 3,313,063 15,260,825
Discontinued Operations - 57,869
Continued Operations 3,313,063 15,318,694
  1. CONTINGENT ASSETS AND LIABILITIES As at 30 September 2016 and 31 December 2015 the most important contingent liabilities referred to guarantees given and were made up as follows:
30 September 2016 31 December 2015
Guarantees given:
on VAT reimbursements 5,199,346 5,105,475
on tax claims 17,657,443 9,956,905
on municipal claims 1,134,224 1,134,224
Others 10,415,516 12,082,176
  • Others include the following guarantees: 6,116,323 euro as at 30 September 2016 (6,114,365 euro as at 31 December
  • 2015) of guarantees on construction works given to clients; 3,787,430 euro as at 30 September 2016 (5.264.966 euro as at 31 December 2015) of guarantees given concerning building permits in the Resorts

segments. 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.

  1. INVESTMENT INCOME As at 30 September 2016 and 30 September 2015, Investment income was made up as follows:
30 September 2016 30 September 2015
Dividends 105,147 205,830
Adjustment to the selling price of "Box Lines Navegação" 67,144
Gains on disposal of investments in group companies 67,144 83,877
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) (260,802)
Income from "Fundo de Investimento Imobiliário Imosonae Dois" 14,050 22,086
Gains/(Losses) on sale of other investments
Others
17,823,475
(653)
(238,716)
(1,596)
Investment Income - 17,995,113 - 49,395
Discontinued Operations - - - (32,149)
Total Operations - 17,995,113 - 17,246
  1. TAXATION As at 30 September 2016 and 2015, Taxation was made up as follows:
30 September 2016 30 September 2015
Current tax
Deferred tax
421,976
389,764
1,866,900
(1,058,932)
Taxation 811,740 807,968
Discontinued Operations - (10,858)
Continued Operations 811,740 797,110
  1. RECONCILIATION OF CONSOLIDATED NET PROFIT As at 30 September 2016 and 2015, the reconciliation of consolidated net profit
30 September 2016 30 September 2015
Aggregate net profit 81,525,583 (27,038,742)
Harmonisation adjustments (848,715) (2,629,364)
Elimination of intragroup dividends (454,096,129) (38,704,743)
Share of gains/(losses) of associated undertakings (104,461)
-
2,930,536
82,573,807
Elimination of intragroup capital gains/(losses) 392,244,800 (64,532,924)
Elimination of intragroup impairment - 4,142,033
Adjustments of gains/(losses) on assets disposals (5,524,073) 46,311,654
Adjustments of gains/(losses) of financial shareholdings sale 13,197,005 3,052,257
Consolidated net profit for the year
  1. RELATED PARTIES Balances and transactions with related parties are detailed as follows:
Transactions Sales and services rendered
30 September
30 September Purchases and services obtained
30 September
30 September
2016 2015 2016 2015
Parent company (a) - - - -
Associated companies
Other partners and Group companies (b)
44,931
27,771,556
250,112
22,669,191
24,901
3,545,534
21,109
4,063,056
27,816,487 22,919,303 3,570,435 4,084,165
Interest expenses
Transactions Interest income
30 September
30 September 30 September 30 September
Parent company (a) 2016
-
2015
-
2016
-
2015
-
Associated companies 246,402 759,976 - -
Other partners and Group companies (b) - - 72,982 83,394
246,402 759,976 72,982 83,394
Accounts payable
Balances Accounts receivable
30 September
2016
31 December
2015
30 September
2016
31 December
2015
Parent company (a) - - - -
Associated companies
Other partners and Group companies (b)
106,964
8,307,668
79,083
10,106,073
15,391
8,716,714
6,302
8,946,752

8,414,632 10,185,156 8,732,105 8,953,054

Loans granted
Balances Loans obtained
30 September
31 December 30 September 31 December
2016 2015 2016 2015
Parent company (a) - - - -
Associated companies - - 835,697 6,689,090
Other partners and Group companies (b) 1,851,581 1,928,510 - -
1,851,581 1,928,510 835,697 6,689,090

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. EARNINGS PER SHARE Earnings per share for the periods ended 30 September 2016 and 30 September
30 September 30 September
Net profit 2016 2015
Net profit taken into consideration to calculate basic earnings per share (Net
profit for the period )
12,262,588 2,054,038
Net profit taken into consideration to calculate diluted earnings per share 12,262,588 2,054,038
Number of shares
Weighted average number of shares used to calculated basic earnings per
share
246,740,156 246,333,805
Weighted average number of shares used to calculated diluted earnings per
share
246,740,156 246,333,805
Earnings per share (basic and diluted) 0.049698 0.008338

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

  1. SEGMENTS INFORMATION In 30 September 2016 and 31 December 2015, the following were identified as

  2. segments: Resorts

  3. Hotels
  4. Fitness
  5. Energy
  6. Refrigeration and HVAC
  7. Other Assets

The contribution of the business segments to the income statement of the periods ended 30 September 2016 and 2015 can be detailed as follows:

Resorts Hotels Fitness Energy Refrigeration
and HVAC
Other
Assets
Intersegment
Adjustments
Consolidated
18,855,072 13,790,029 13,195,807 29,798,950 48,988,518 14,854,589 -8,343,176 131,139,789
1,934,418 442,490 240,742 877,253 503,070 377,363 -1,062,275 3,313,061
20,789,490 49,491,588 15,231,952 -9,405,451 134,452,850
3,479,463 -941,990 1,788,358 6,025,362 1,674,186 1,609,799 -199 13,634,979
30 September 2016
14,232,519 13,436,549 30,676,203
Profit and Loss
Account
Resorts Hotels Fitness 30 September 2015
Energy
Refrigeration
and HVAC
Other
Assets
Intersegment
Adjustments
Consolidated
Turnover 19,857,431 12,155,010 11,229,456 40,295,086 37,111,844 10,584,890 -10,133,795 121,099,922
Other operational
income
6,030,607 363,361 303,025 786,032 417,576 6,670,416 747,677 15,318,694
Total operational
income
25,888,038 12,518,371 11,532,481 41,081,118 37,529,420 17,255,306 -9,386,118 136,418,616
Operational cash-flow
(EBITDA)
4,447,231 -1,580,482 1,258,186 7,690,422 1,556,798 7,233,657 - 20,605,812

The contribution of the business segments to the Balance sheets as at 30 September 2016 and 31 December 2015 can be detailed as follows:

Balance
Sheet
Resorts Hotels Fitness 30 September 2016
Energy
Refrigeration
and HVAC
Other Assets Intersegment
Adjustments
Consolidated
Fixed Assets
Tangible,
Intangible and
145,584,083 12,898,140 8,719,240 24,410,419 9,879,377 133,403,819 -24,546,482 310,348,596
Goodwill
Investments
46,712,037 10,695,855 20,599 28,214 8,142 350,845,555 -406,753,415 1,556,987
Other Assets 66,011,524 6,832,342 2,468,836 6,913,496 46,482,398 602,811,721 -490,107,644 241,412,673
Total Assets 258,307,645 30,426,337 11,208,675 31,352,129 56,369,917 1,087,061,095 -921,407,541 553,318,256
Total Liabilities 229,195,837 25,788,411 7,422,624 26,818,684 22,224,208 417,603,253 -490,582,937 238,470,080
Technical
investment
974,957 1,234,205 1,125,019 307,605 60,408 863,134 -10,490 4,554,837
Gross Debt 12,297,764 - 165,373 10,122,652 350,562 132,516,325 - 155,452,675
Net Debt 11,181,596 -73,366 83,256 9,855,688 -307,679 85,651,865 - 106,391,360
Balance
Sheet
Resorts Hotels Fitness 31 December 2015
Energy
Refrigeration
and HVAC
Other Assets Intersegment
Adjustments
Consolidated
Fixed Assets
Tangible,
Intangible
149,956,529 12,436,077 9,005,028 26,895,189 9,993,052 111,446,972 -6,010 319,726,837
and Goodwill
Investments
41,797,580 10,705,291 27,638 213,433 4,283 360,907,202 -400,097,398 13,558,029
Other Assets 76,197,823 8,070,031 2,747,073 10,745,078 42,435,788 593,656,434 -493,104,764 240,747,465
Total Assets 267,951,933 31,211,399 11,779,739 37,853,700 52,433,123 1,066,010,608 -893,208,172 574,032,331
Total
Liabilities
231,646,193 29,764,342 9,121,409 35,009,190 18,086,642 433,849,763 -493,580,059 263,897,480
Technical
investment
1,437,829 575,136 1,312,420 6,242,443 191,289 4,805,144 - 14,564,262
Gross Debt 13,654,719 - 261,161 6,693,808 684,942 163,221,655 - 184,516,284
Net Debt 13,471,474 -104,405 221,797 6,306,008 -813,557 130,116,717 - 149,198,033
  1. SUBSEQUENT EVENTS No significant events, requiring further disclosure, have occurred after 30 September 2016.

  2. APPROVAL OF THE FINANCIAL STATEMENTS These consolidated financial statements were approved by the Board of Directors and authorized for issue on 4 November 2016.

PART III INDIVIDUAL FINANCIAL STATEMENTS

INDIVIDUAL BALANCE SHEET AS AT 30 SEPTEMBER 2016 AND 31 DECEMBER 2015

(Amounts expressed in euro)

ASSETS Notes 30-09-2016 31-12-2015
NON-CURRENT ASSETS: 28,673 29,790
Tangible assets 4 347,145,722 352,789,105
Investments 7 8,275,218 8,275,218
Deferred tax assets 5 374,301,850 376,801,628
Other non-current assets 729,751,463 737,895,741
Total non-current assets
CURRENT ASSETS:
Taxes recoverable 6 1,987,366 1,525,643
Other current assets 6 40,813,349 49,145,079
Cash and cash equivalents 42,732,183 30,562,977
Total Current Assets 85,532,898 81,233,698
TOTAL ASSETS 815,284,361 819,129,439
EQUITY AND LIABILITIES
EQUITY:
Share capital 9 250,000,000 250,000,000
Own Shares 9 (1,404,226) (1,426,791)
Reserves and retained earnings 10 316,888,259 319,139,671
Profit/(Loss) for the year 36,326,929 12,198,782
TOTAL EQUITY 601,810,961 579,911,662
LIABILITIES:
NON-CURRENT LIABILITIES:
Bank Loans 11 55,093,422 45,125,994
Bonds 11 57,072,902 42,123,598
Other non current liabilities 275,494 107,760
Total Non-Current Liabilities 112,441,818 87,357,352
CURRENT LIABILITIES:
Trade creditors 115,596 101,559
Bank Loans 11 20,350,000 25,990,000
Other creditors 12 79,143,128 124,763,497
Other current liabilities 13 1,422,857 1,005,369
Total Current Liabilities 101,031,581 151,860,425
TOTAL LIABILITIES 213,473,399 239,217,777
TOTAL EQUITY AND LIABILITIES 815,284,361 819,129,439

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2016 AND 2015

(Amounts expressed in euro)

Notes 30-09-2016 30-09-2015
Operational profit
Other operating income 85,032 17,443
Operational profit total 85,032 17,443
Operational loss
External supplies and services 14 (766,133) (771,984)
Staff costs 15 (1,113,497) (1,016,475)
Depreciation and amortisation (1,116) (1,662)
Other operating expenses
Operational profit/(loss)
(98,887) (92,665)
Financial Expenses 16 (1,894,601)
(5,046,101)
(1,865,343)
(7,328,620)
Financial Income 16 14,079,409 25,454,818
Net financial income / (expenses) 9,033,308 18,126,198
Investment income
Profit/(Loss) before taxation
16 28,824,170 (2,394,157)
35,962,877 13,866,698
taxation
Profit/(Loss) for the year
17 364,052
36,326,929
2,200,169
16,066,867
Profit/(Loss) per share
INDIVIDUAL INCOME STATEMENTS BY NATURE
FOR THE THIRD QUARTERS OF 2016 AND 2015
(Amounts expressed in euro)
3º Quarter 16 1 3º Quarter 15 1
Operational profit
Other operating income 30,996 5,722
Operational profit total 30,996 5,722
Operational loss
External supplies and services (279,642) (279,650)
Staff costs (465,801) (320,962)
Depreciation and amortisation (362) (226)
Other operating expenses (6,154) (46,889)
Operational loss total (751,959) (647,727)
Operational profit/(loss) (720,963) (642,005)
Financial Expenses (1,493,465) (2,413,149)
Financial Income 4,631,533 9,107,394
Net financial income / (expenses) 3,138,068 6,694,245
Investment income (444) (5,894,795)
Profit/(Loss) before taxation 2,416,661 157,445
taxation 221,263 1,525,060
Profit/(Loss) for the year 2,637,924 1,682,505
Profit/(Loss) per share
Basic and Diluted 0.010691 0.006830
SONAE CAPITAL, SGPS, SA
INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2016 AND 2015
(Amounts expressed in euro)
30-09-2016 30-09-2015
Individual net profit/(loss) for the period 36,326,929 16,066,867
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 36,326,929 16,066,867
SONAE CAPITAL, SGPS, SA
INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRD QUARTERS OF 2016 AND 2015
(Amounts expressed in euro)
Individual net profit/(loss) for the period 3º Quarter 16
2,637,924
3º Quarter 15
1,682,506
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 2,637,924 1,682,506

(Amounts expressed in euro)

Share
Capital
Own
Shares
Fair Value
Reserves
Other Reserves Retained
Earnings
Sub total Net
Profit/(Loss)
Total Equity
Balance as at 1 January 2015 250,000,000 (1,486,301) 8,611,464 293,493,001 - 302,104,465 17,035,205 567,653,369
Total individual comprehensive income for the period - - - - - - 16,066,867 16,066,867
Appropriation of profit of 2014: - - - - - - - -
Transfer to legal reserves and retained earnings - - 851,760 16,183,445 - 17,035,205 (17,035,205) -
Dividends paid - - - - - - - -
(Acquisition)/Sales of own shares - 72,435 - - - - - 72,435
Other changes - - - - - - - -
Balance as at 30 September 2015 250,000,000 (1,413,866) 9,463,224 309,676,446 - 319,139,670 16,066,867 583,792,671
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
Other changes
-
-
22,565
-
-
-
218,832
-
-
-
218,832
-
-
-
241,397
-
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

SONAE CAPITAL, SGPS, SA

(Amounts expressed in euro)

Notes 30-09-2016 30-09-2015 3º Quarter 16 3º Quarter 15
OPERATING ACTIVITIES:
Cash receipts from trade debtors 9.512 - - -
Cash receipts from trade creditors 795.508 771.018 254.825 253.459
Cash paid to employees 689.942 1.114.308 276.385 220.018
Cash flow generated by operations (1.475.938) (1.885.326) (531.210) (473.477)
Income taxes (paid) / received
Other cash receipts and (payments) relating to operating activities
262.439
124.049
(3.443.231)
(192.577)
30.315
460.701
(3.443.750)
(195.478)
Net cash from operating activities (1) (1.614.328) 1.365.328 (100.824) 2.774.794
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 2.484 394.573.565 2.102 48.030.853
Tangible assets
Interest and similar income
5.000
25.008.205
-
16.205.629
5.000
8.765.688
-
10.708.974
Dividends 16 34.791.098 22.184.180 6.744.800 -
Others 777.933 - - -
Loans granted - 594.439 - 594.439
60.584.720 433.557.813 15.517.590 59.334.266
Cash Payments arising from:
Investments 1.103.963 - - -
Tangible assets 1.250 11.003 - 1.488
Loans granted 1.371.028 346.654.649 (1.959.940) (6.298.123)
2.476.241 346.665.652 (1.959.940) (6.296.636)
Net cash used in investment activities (2) 58.108.479 86.892.161 17.477.530 65.630.901
FINANCING ACTIVITIES:
Cash receipts arising from:
Sale of own shares 144.043 72.435 - -
Loans obtained 93.850.000 9.100.000 30.200.000 (3.518.574)
93.994.043 9.172.435 30.200.000 (3.518.574)
Cash Payments arising from:
Interest and similar charges 5.004.703 5.361.590 1.410.979 1.456.527
Dividends 14.665.371 - - -
Loans obtained 118.648.915
138.318.989
97.350.754
102.712.344
3.440.479
4.851.458
74.901.954
76.358.481
Net cash used in financing activities (3) (44.324.946) (93.539.910) 25.348.542 (79.877.055)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 12.169.205 (5.282.421) 42.725.248 (11.471.359)
Cash and cash equivalents at the beginning of the period 8 30.562.977 5.112.291 6.936 11.301.230

Cash and cash equivalents at the end of the period 8 42.732.183 (170.129) 42.732.183 (170.129)

SONAE CAPITAL, SGPS, SA

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2016

(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

  1. 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 2015.

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.

  1. CHANGES IN ACCOUNTING POLICIES During the period there were no changes in accounting policies or prior period errors.

  2. FINANCIAL INVESTMENTS As at 30 September 2016 and 31 December 2015 Investments are detailed as follows:

30 September 2016 31 December 2015
Investments in affiliated and associated undertakings 361,968,778 360,864,815
Investments in other companies
Sonae RE - (0,04%) 1,200 1,200
Fundo Invest. Imob. Imosonae Dois - (0,001%) - 2,546
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
362,243,963 361,142,546
Impairment (15,098,241) (8,353,441)
347,145,722 352,789,105

4.1 Investments in affiliated and associated undertakings As at 30 September 2016 and 31 December 2015, the detail of Investments in Affiliated and Associated Companies is as shown in the table below:

Sociedade % Held Fair
Value
Book Value 30.09.2016
Fair Value
Reserve
Equity Profit /
(Loss) for the
period
CAPWATT, S.G.P.S., S.A. 100.00% 2,725,000 8,019,049 5,291,138
Fundo Esp de Invest. Imob Fechado WTC 59.87% 42,268,382 73,444,868 2,432,291
Troiaresort, SGPS, S.A. 100.00% 167,132,793 79,953,946 (1,590,994)
Interlog - SGPS, S.A. 98.94% 21,658,210 21,846,189 23,362
Lidergraf - Artes Gráficas, SA. 24.50% 1,125,301 7,157,537 845,825
SC Assets S.G.P.S., SA 100.00% 25,577,659 28,248,151 10,949,678
SC Hospitality, S.G.P.S., S.A. 100.00% 5,857,175 6,719,852 278,567
SC Finance B.V. 100.00% 263,698 (10,658,548) (786,274)
SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. 100.00% 34,575,100 13,872,349 12,672,349
Sistavac, SGPS, S.A. 70.00% 32,492,436 40,865,462 (24,871)
Solinca - Health & Fitness, S.A. 100.00% 14,446,494 3,795,741 238,143
Spred, S.G.P.S., S.A. 100.00% 13,846,529 199,261 56,287
Perdas por imparidade
SC Assets S.G.P.S., SA 3,469,412
Spred, S.G.P.S., S.A. 11,628,829
Total 15,098,241

Total 361,968,778

Sociedade % Held Fair
Value
Book Value 31.12.2015
Fair Value
Reserve
Equity Profit /
(Loss) for the
period
CAPWATT, S.G.P.S., S.A. 100.00% 2,725,000 2,727,911 22,523
Fundo Esp de Invest. Imob Fechado WTC 59.57% 42,057,274 71,930,258 2,803,517
Troiaresort, SGPS, S.A. 100.00% 167,132,793 81,544,939 (1,267,436)
Interlog - SGPS, S.A. 98.94% 21,658,210 21,822,827 69,173
Lidergraf - Artes Gráficas, SA. 24.50% 1,125,301 5,657,875 920,936
SC Assets S.G.P.S., SA 100.00% 25,577,659 17,298,473 (2,965,535)
Sonae Turismo, S.G.P.S., S.A. 100.00% 5,857,175 6,441,284 (8,964,192)
SC Finance B.V. 100.00% 263,698 (9,872,274) (10,166,776)
SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. 100.00% 34,575,100 28,471,076 1,353,511
Sistavac, SGPS, S.A. 70.00% 32,492,436 41,890,333 742,129
Solinca - Health & Fitness, S.A. 100.00% 13,553,639 327,590 (892,854)
Spred, S.G.P.S., S.A.
Total
100.00% 13,846,529
360,864,815
6,887,774 (1,923,514)
Total 8,353,441
Spred, S.G.P.S., S.A. 4,884,029
SC Assets S.G.P.S., SA 3,469,412
Perdas por imparidade

Investments carried at cost correspond to those in unlisted companies and for

which a fair value cannot be reliably estimated. In 2015, impairment tests on financial investments were performed, 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 its target capital structures, and are in the range [6.98% - 11.86%]. There were considered five-year projections and considering no growth in perpetuity.

As at 30 September 2016 and 31 December 2015, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below:

Variation
(6,744,800)
-
(6,744,800)
30 September 2016
(11,628,829)
(3,469,412)
31 December 2015
(4,884,029)
(3,469,412)
(15,098,241)
(8,353,441)
  1. OTHER NON-CURRENT ASSETS As at 30 September 2016 and 31 December 2015, other non-current assets are detailed as follows:
30 September 2016 31 December 2015
Loans granted to group companies:
SC Assets, SGPS, SA
180,647,991 181,059,991
Troiaresort, S.G.P.S., SA 186,861,637 186,861,637
SC Finance BV 5,885,000 5,885,000
Solinca - Health & Fitness, SA 907,222
374,301,850
2,995,000
376,801,628

These assets were not due or impaired as at 30 September 2016. 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 2016 stood, in average, at approximately 4.472%.

  1. OTHER CURRENT ASSETS and INCOME TAX As at 30 September 2016 and 31 December 2015, other current assets and Income tax are made up as follows:

OTHER CURRENT ASSETS

30 September 2016 31 December 2015
Trade debtors
Other Debtors - Group
-
568
9,512
1,097,451
Loans granted 35,153,806 31,283,000
Other Debtors 2,893 28,188
Accrued income 5,372,636 16,240,101
Deferred costs 283,447
40,813,349
486,827
49,145,079
Income tax withheld 1,987,366 1,525,643
42,800,715 50,670,722

The balance registered at Shareholding, other Operations is related to the values transferred from subsidiaries under the IRC regime (RETGS).

As at 30 September 2016 and 31 December 2015, the item Loans Granted is related to financial operations with the following subsidiaries:

30 September 2016 31 December 2015
SC Assets, SGPS, SA 1,837,290 10,000
SC Sociedade de Consultadoria, SA - 5,000
SC Hospitality, SGPS, SA 6,198,954 5,341,000
CAPWATT, SGPS, S.A. 6,457,600 16,711,000
Inparvi SGPS, SA 94,314 108,000
SC Finance BV - 5,748,000
SC, SGPS, S.A. 13,678,641 -
Solinca - Health & Fitness, SA 1,617,114 1,147,000
Spred SGPS SA 2,489,422 -
Troiaresort, S.G.P.S., SA 2,780,472 2,213,000
35,153,806 31,283,000

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 2016 stood, in average, at approximately 3.165%.

As at 30 September 2016 and 31 December 2015, the item Income tax is made up as follows:

30 September 2016 31 December 2015
Income tax withheld 231,984 576,441
Income tax (advanced payment) 1,008,307 1,570,680
Income tax 747,074
1,987,366
(621,478)
1,525,643

The amount registered in Accrued Income includes 5,923,504 euro relative to interest o loan granted to subsidiaries.

Deferred Costs includes 232,548 euros relative to bank commissions that are deferred for the loan period.

  1. DEFERRED TAXES Deferred tax assets and liabilities as at 30 September 2016 and 31 December 2015, can be detailed as follows, split between the different types of temporary
Deferred tax assets Deferred tax liabilities
30 September 2016 31 December 2015 30 September 2016 31 December 2015
Tax losses carried forward 8,275,218 8,275,218 - -
Others - - - -

During the periods ended 30 September 2016 and 31 December 2015, movements in deferred tax are as follows:

30 September 2016
31 December 2015
30 Setember 2016
31 December 2015
8,275,218
8,275,218
-
Opening balance
Effect in results
-
-
-
Tax losses carried forward
-
-
-
Others
8,275,218
8,275,218
-
-
-
-
Effect in reserves:
Deferred tax assets Deferred tax liabilities
-
-
-
-
-
Closing balance 8,275,218 8,275,218 - -

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2016 and 31 December 2015, tax losses carried forward can be summarized as follows:

30 September 2016 31 December 2015
Prejuízo fiscal Deferred tax
assets
To be
used until
Prejuízo fiscal Deferred tax
assets
To be used
until
61,175 12,847 2018 61,175 12,847 2018
Generated in 2013 11,725,573 2,462,370 2026 11,725,573 2,462,370 2026
Generated in 2014 27,619,048 5,800,000 2028 27,619,048 5,800,000 2028
Generated in 2015 39,405,796 8,275,217 39,405,796 8,275,217

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. The analysis carried out on 30 September 2016, resulted that there is reasonable expectation of recovery of deferred tax assets recorded before their date of expiry.

  1. CASH AND CASH EQUIVALENTS As at 30 September 2016 and 31 December 2015, cash and cash equivalents can be detailed as follows:
30 September 2016 31 December 2015
- -
Cash 42,732,183 30,562,977
Bank deposits 42,732,183 30,562,977
Cash and cash equivalents in the balance sheet
Bank overdrafts - -
Cash and cash equivalents in the cash flow statement 42,732,183 30,562,977
  1. EQUITY The share capital of Sonae Capital SGPS, SA both in September 2016 and December 2015 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 2016, Sonae Capital SGPS, SA holds 5,516,226 own shares representing 2.206% of the share capital (5,914,571 shares at 31 December 2015), recorded by 1,404,226 euros (1,426,791 euros at 31 December 2015) (Note 10).

  1. RESERVES As at 30 September 2016 and 31 December 2015 the caption Other Reserves can be detailed as follows:
30 September 2016 31 December 2015
172,772,616 175,611,402
Free reserves 132,638,253 132,638,253
Demerger reserve 1,404,226 1,426,791
Own shares reserve
306,815,095 309,676,446

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 euro) 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

2016 the value of this item amounts to 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.

  1. LOANS As at 30 September 2016 and 31 December 2015 this caption included the following loans:
30 September 2016 31 December 2015
Current Non Current Current Non Current
Bank loans
Sonae Capital SGPS - commercial paper a) 20,350,000 - - -
Sonae Capital SGPS - commercial paper d) - 8,250,000 8,250,000 -
Sonae Capital SGPS - commercial paper b) - 17,300,000 - -
Sonae Capital SGPS - commercial paper c) - 10,000,000 - 30,000,000
- - 3,290,000 9,047,500
Sonae Capital SGPS
e)
- - 3,250,000 1,500,000
Sonae Capital SGPS - commercial paper g) - - 1,200,000 4,800,000
Sonae Capital SGPS - commercial paper i) - 20,000,000 - -
Sonae Capital SGPS - commercial paper j)
Up-front fees not yet charged to income statement
- (456,578) - (221,506)
20,350,000 55,093,422 15,990,000 45,125,994
Bank overdrafts (Note 8) - - - -
20,350,000 55,093,422 15,990,000 45,125,994
Bond Loans
- - 10,000,000 -
Obrigações Sonae Capital 2011/2016 f) - 42,500,000 - 42,500,000
Obrigações Sonae Capital 2014/2019 h) - 15,000,000 - -
Obrigações Sonae Capital 2016/2021 k)
Up-front fees not yet charged to income statement
- (427,098) - (376,402)
- 57,072,902 10,000,000 42,123,598
20,350,000 112,166,324 25,990,000 87,249,592
  • 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 31 March 2011 and valid up to August 2018, except if the reimbursement is anticipated under the contracted terms of
  • the call/put option, in August 2016. This loan is guaranteed by a mortgage on real estate assets c) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and
  • valid up to December 2017. d) Commercial paper programme, with subscription guarantee, issued on 31 December 2015, with
  • annual renewals up to 3 years. e) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid up to
  • September 2019, with quarterly payments. f) Bond loan Sonae Capital, SGPS 2011/2016, repayable after 5 years, in one instalment, on 17
  • January 2016. This bond issue pays interest every six months. g) Commercial paper programme, with subscription guarantee, issued on 7 May 2014 and valid for
  • a 3 year period, with semi-annual payments. h) Bond loan Sonae Capital, SGPS 2014/2019, repayable after 5 years, in one instalment, on 28 May
    1. This bond issue pays interest every six months. i) Commercial paper programme, with subscription guarantee, issued on 18 March 2015 and valid
  • up to March 2020, with annual payments. j) Commercial paper programme, with subscription guarantee, issued on 23 June 2016 and valid
  • for a 5 year period, with annual payments. k) Bond loan Sonae Capital, SGPS 2016/2021, repayable after 5 years, in one instalment, on 29 July 2021. This bond issue pays interest every six months.

The interest rate on bank loans and bonds in force on 30 September 2016 was on

average 2.419% 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

No derivatives instruments.

  1. OTHER CREDITORS As at 30 September 2016 and 31 December 2015 other creditors can be detailed as follows:
30 September 2016 31 December 2015
Other creditors 78,552,350 122,913,765
Group companies - Short term loans 590,778 1,849,732
Other creditors 79,143,128 124,763,497

As at 30 September 2016 and 31 December 2015 the caption loans granted is relative to financial operations granted to the following subsidiaries:

30 September 2016 31 December 2015
Group companies - Short term loans: 21,810,400 21,836,500
Interlog-SGPS,SA - 5,885,051
SC Finance BV - 48,703,000
SC, SGPS, SA 37,872,000 21,292,214
SC-Eng. e Promoção Imobiliária,SGPS,S.A. 23,200 14,000
SC For - Serv. de For. e Desenv. de Recur. Hum., Unipe., Lda 18,846,750 21,002,000
Sistavac, SGPS, S.A. - 4,181,000
Spred, SGPS, SA 78,552,350 122,913,765

Loans obtained from group companies bear interest at market rates and are repayable within one year. The interest rate as at 30 September 2016 was, in

average, approximately 0.234%. The item Other Creditors - other, there are included 578,015 euros regarding transfers from subsidiaries of tax estimates under the special regime RETGS.

  1. SUPLIERS, TAXES AND OTHER CURRENT LIABILITIES As at 30 September 2016 and 31 December 2015 these items were as follows:
30 September 2016 31 December 2015
Trade creditors 115,596 101,559
Taxes payable - income tax - -
Taxes payable - other taxes 50,635 58,272
Other current liabilities
Accruals:
Staff costs 524,028 378,224
Interest payable 795,051 449,038
Other accruals - 115,543
Deferred income 53,143 4,292
1,422,857 1,005,369

As at 30 September 2016 and 31 December 2015 the Other taxes can be detailed as follows:

30 September 2016 31 December 2015
- -
Income taxation 26,369
Income taxation - amounts withheld 78 39,568
VAT 24,187 462
Social security contributions - 18,242
-
Stamp tax 50,635 58,272
  1. EXTERNAL SUPPLIES AND SERVICES As at 30 September 2016 and 2015 External Supplies and services can be detailed as follows:
30 September 2015
(31,987)
(37,501)
(18,490)
(637,729)
(46,277)
(771,984)
30 September 2016
(11,166)
(32,657)
(29,456)
(663,043)
(29,811)
(766,133)
  1. STAFF COSTS As at 30 September 2016 and 2015, staff costs were made up as follows:
30 September 2016 30 September 2015
(880,509) (848,646)
Governing bodies' remunerations (102,458) -
Staff and other sectors remunerations (122,539) (90,306)
Social security contributions (7,991) (77,523)
Other staff costs (1,113,497) (1,016,475)
  1. NET FINANCIAL EXPENSES AND INVESTMENT INCOME As at 30 September 2016 and 2015, Net Financial Expenses and Investment Income can be detailed as follows:
30 September 2016 30 September 2015
Interest payable and similar expenses
Interest arising from:
(1,650,038) (2,187,220)
Bank loans (1,343,688) (1,670,827)
Bonds (116,551) (1,561,904)
Other (1,935,823) (1,908,669)
Other financial expenses (5,046,101) (7,328,620)
Interest receivable and similar income 14,079,409 25,454,818
Interest income 14,079,409 25,454,818
9,033,308 18,126,198
Net financial expenses
(6,744,800) 60,653,147
Reversal of /and Impairment losses (Note 4.1) 34,791,098 22,184,180
Dividends received (85,231,483)
Other income 777,871
28,824,170
(2,394,157)
Investment income

As at 30 September 2016, the amount mentioned in "Interest arising from Other" refers in its entirety the interest incurred with current loans obtained from group companies.

As at 30 September 2016, the amount of dividends received from affiliated company can be detailed as follows:

Lidergraf, SA 75,222
SC EPI SGPS, SA 27,271,077
Sistavac SGPS, SA 700,000
Spred SGPS 6,744,800
34,791,098

As at 30 September 2016 the amount recorded under Other income regards to income earned from the WTC Fund.

  1. TAXATION As at 30 September 2016 and 2015, Taxation was made up as follows:
30 September 2016 30 September 2015
Current tax (364,052) 2,050,412
- 149,757
Deferred tax (Note 7) (364,052) 2,200,169

Sonae capital is taxable according to the RETGS.

  1. EARNINGS PER SHARE Earnings per share for the periods ended at 30 September 2016 and 2015 were calculated taking into consideration the following amounts:
30 September 2016 30 September 2015
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period ) 36,326,929 16,066,867
Effect of dilutive potential shares - -
Net profit taken into consideration to calculate
diluted earnings per share 36,326,929 16,066,867
Number of shares
Weighted average number of shares used to calculate
basic earnings per share 246,740,156 246,333,804
Weighted average number of shares used to calculate
246,740,156 246,333,804
diluted earnings per share
0.147227 0.065224
  1. 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 2016 there was no shareholders' loan contracts entered.

In the period ended 30 September 2016 short-term loan contracts were entered with the companies Solinca-Health and Fitness,SA, SC Engª. Promoção Imobiliária, SA, SC For – Serv. De Formação e Desenv. De Recur. Hum., Unipessoal, Lda, Spred SGPS, S.A. and SC, SGPS, S.A.

As at 30 September 2016 amounts due by affiliated companies can be summarized

Loans and Short term loans granted

Earnings per share (basic and diluted)

Companies Closing Balance
SC Assets, SGPS, SA 182,485,281
SC Hospitality, SGPS, SA 6,198,954
CAPWATT, SGPS, S.A. 6,457,600
Inparvi SGPS, SA 94,314
SC Finance BV 5,885,000
SC, SGPS, S.A. 13,678,641
Solinca - Health & Fitness, SA 2,524,335
Troiaresort, S.G.P.S., SA 189,642,109
Spred SGPS SA 2,489,422
409,455,656

As at 30 September 2016 amounts due to affiliated companies can be summarized

Companies Closing Balance
SC For - Serv. de For. e Desenv. de Recur. Hum., Unipe., Lda 23,200
SC - Engª e Prom. Imobiliária SA 37,872,000
Sistavac, SGPS, S.A. 18,846,750
Interlog-SGPS,SA 21,810,400
78,552,350
  1. SUBSEQUENT EVENTS No significant events, requiring further disclosure, have occurred after 30 September 2016.

  2. APPROVAL OF THE FINANCIAL STATEMENTS These financial statements were approved by the Board of Directors and authorized for issue on 04 November 2016.

Board of Directors

REPORT AND ACCOUNTS 30 September 2016

Anabela Nogueira de Matos Representative for Capital Markets Relations E-mail: [email protected] Tel.: +351 220129528

Nuno Parreiro Investor Relations Officer E-mail: [email protected] Tel.: +351 220107903

Sonae Capital, SGPS, SA Lugar do Espido, Via Norte Apartado 3053 4471 – 907 Maia Portugal

www.sonaecapital.pt

Talk to a Data Expert

Have a question? We'll get back to you promptly.