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Samba Digital SGPS S.A

Quarterly Report May 30, 2014

6003_10-q_2014-05-30_e529f7f4-1534-4f8a-aed1-e3fc0c025e97.pdf

Quarterly Report

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REPORT AND ACCOUNTS

31 MARCH 2014

Portugal www.sonaecapital.pt Fiscal Nr. 508 276 756

Sonae Capital, SGPS, SA Lugar do Espido, Via Norte T (+351) 22 010 79 03 Share Capital 250,000,000 euro Sociedade Aberta Apartado 3053 – 4471-937 Maia F (+351) 22 010 79 35 Maia Commercial Registry and

INDEX

REPORT OF THE BOARD OF DIRECTORS 3
0.
CEO MESSAGE
4
1.
HIGHLIGHTS
5
2.
OVERALL PERFORMANCE
6
3.
SEGMENT PERFORMANCE
9
4.
CORPORATE INFORMATION
14
5.
METHODOLOGICAL NOTES
AND GLOSSARY
15
CONSOLIDATED FINANCIAL STATEMENTS 17
INDIVIDUAL FINANCIAL STATEMENTS 53

REPORT OF THE BOARD OF DIRECTORS

31 MARCH 2014

0. CEO MESSAGE

Throughout 2013, Sonae Capital Group developed a deeply strategic analysis in order to setup current positioning, strategic guidelines and future options. As such and as we have already published, the Group's Vision and Mission were clearly defined, based in 4 strategic pillars: (i) grow with profitability; (ii) focus in international expansion; (iii) privilege capital light strategies or with short term payback and guaranteed revenues; and (iv) design the portfolio to ensure the coexistence of different businesses' stages in diverse sectors.

2014 will be the first year fully dedicated to the implementation and materialization of the defined strategy. Besides growing the strategic businesses, we will be focused in releasing capital trom the current non-strategic businesses in order to support new investment opportunities and enhance the growth of the Group's portfolio.

In this context, during the 1Q14 we significantly strengthened the investment in the Energy sector, namely, in Cogeneration. The acquisition of 10 new Cogeneration operations allowed us to triple the installed capacity and, at the same time, ensure more stability and sustainability to the operational profitability and cash flow.

Concerning 1Q14 Consolidated Results, Sonae Capital maintained the positive evolution observed in previous quarters, with important increases in Turnover (+52%) and EBITDA (+61%). Tourism segment, supported in Troia Real Estate sales, increased revenues more than two times, which has also accounted for with an important contribution from Fitness segment that once again registered a significant increase in the number of active members. The Energy business, despite considering only one month of the new cogenerations units, increased both Turnover and EBITDA 117% and 70% respectively. Regarding Refrigeration and HVAC business, it should be noted the increased business' backlog, both in Portugal and in international operations, foreseeing a recovery in Turnover and EBITDA. We maintain our focus in obtaining liquidity from non-strategic assets; during 1Q14, Turnover allocated to such assets amounted to 0.95M€, which compares to 0.8M€ in 1Q13, in a comparable basis.

As a result of the operating performance achieved in 1Q14 and notwithstanding the acquisition of the new cogeneration operations, Net Debt has marginally decreased to 245.6 million euro. Excluding Debt growth allocated to the Energy business, Net Debt has revealed, once again, a downward trend and demonstrates our commitment and focus on continuing the implementation of the corporate strategy defined at the end of 2013.

Cláudia Azevedo

1. HIGHLIGHTS

1Q14 RESULTS CONFIRMS THE POSITIVE OPERATIONAL AND FINANCIAL INDICATORS TREND EVOLUTION...

... Consolidated TURNOVER GREW 52%, driven by:

  • the maintenance of the positive trend regarding tourism real estate sales in troiaresort, amongst the highest ever (+10.3M.€ to 12.1M.€). During the 1Q14 were signed 21 deeds regarding real estate units in troiaresort, to which must be added 8 promissory purchase agreements and 8 reservation agreements;
  • the Energy segment growth of 3.8M.€ to 7.09M.€, strengthened by the consolidation of only one month of the new Cogeneration operations;
  • the increase of 21% in the Fitness segment, consolidating previous quarters trend and the new business positioning, achieving a 34% increase in the average number of active Members;

… Consolidated EBITDA1 , excluding Guaranteed Income Provisions, amounted to 1.31M.€, a significant improvement of 2.2M.€ compared to 1Q13:

  • due to the improvement in Tourism operating segments, excluding Hospitality, and the increasing contribution of the Energy business, both from a "stand alone" perspective or when including the 0.49M.€ contribution relative to one month of the new Cogeneration units;
  • Including the Provision accounted for in 1Q14 related to the estimated present value of potential costs for the period of the Guaranteed Income in real estate sales in troiaresort which, for conservative reasons, are recognized at the moment of sale, the Consolidated EBITDA amounted to (0.35)M.€, registering an improvement of 61.2% or 0.54M.€ compared to 1Q13.

… Consolidated NET PROFIT (-5.23M.€) improved significantly by 1.2M.€ when compared to 1Q13.

POSITIVE 0.36M.€ FREE CASH FLOW in 1Q14, even considering the acquisition of the new Energy operations (net impact of 4.2M.€).

NET DEBT WAS MAINTAINED UNDER CONTROL, decreasing to 245.6M.€ despite the acquisition of the cogeneration units. Particularly relevant, when excluding the Debt allocated to the Energy segment, Net Debt decreased to 226.4M.€ (a 3.7M.€ reduction), as the commitment assumed by the Group to reduce its financial leverage.

1 EBITDA excluding the estimated present value of potential costs for the full period of the Guaranteed Income in real estate sales at troiaresort

2. OVERALL PERFORMANCE

The financial and operating performance during 1Q14 was globally positive, with positive evolutions across all major financial KPI's, namely 52.3% in Turnover, 61.2% in EBITDA and 18.7% in Net Profit. The performance at the Debt level was also positive, reducing 0.4M.€ in the quarter despite the acquisition of the new Energy operations which impacted FCF in 4.2M.€ (Net Debt reduced 3.7M.€ excluding the Energy segment).

2.1. CONSOLIDATED PROFIT AND LOSS
Consolidated Profit and Loss Consolidated
Turnover
reached
37.4M.€
Million euro
3M 2014 3M 2013 D 14/13 representing
a
52.3%
growth
over
the
Total Operational Income 38,45 26,25 +46,5% comparable
period,
with
significant
Turnover 37,41 24,57 +52,3%
Tourism 16,92 6,32 >100% contributions from the real estate sales but
Resorts 12,09 1,77 >100% also with an important contribution from the
Hospitality
Fitness
1,46
3,37
1,76
2,79
-17,1%
+20,8%
Energy 7,09 3,27 >100% Fitness segment
(+20.8%) and the Energy
Refrigeration & HVAC 12,42 13,39 -7,2% business.
The
Refrigeration,
HVAC
and
Outhers & Eliminations 0,98 1,59 -38,4%
Other Operational Income 1,04 1,68 -38,1% Maintenance
business
registered
a
15%
EBITDA excluding Guaranteed Income Provisions 1,31 -0,89 - backlog increase when compared to the
Tourism -0,03 -2,56 +98,8%
Resorts
Hospitality
2,17
-2,45
-0,37
-2,36
-
-3,9%
previous quarter but it has posted a 7.2%
Fitness 0,31 0,15 >100%
Energy 1,45 0,85 +69,6% turnover decrease compared to last year
Refrigeration & HVAC -0,48 0,11 - driven by lower international activity and the
Outhers & Eliminations 0,37 0,70 -47,5%
Provisions for Guaranteed Income -1,65 0,00 - delay
in
the
launch
of
some
projects.
EBITDA -0,35 -0,89 +61,2% Regarding the segment "Others", the negative
Amortization & Depreciation
Provisions & Impairment Losses
-3,28
-0,01
-3,38
-0,07
+3,0%
+78,5%
variation
of
38.4%
corresponds
to
the
EBIT -3,64 -4,13 +11,8% contribution of the discontinued operations
-18,6%
Net Financial Expenses
Investment Income and Results from Assoc.
-2,91 -2,45 (mainly healthcare). Excluding this effect, on
Undertakings 1,73 1,58 +9,6% a comparable basis, this segment would have
EBT -4,82 -5,00 +3,7%
Taxation -0,41 -1,43 +71,3% increased 18.0%.
Net Profit -5,23 -6,43 +18,7%
Attributable to Equity Holders of Sonae Capital
Attributable to Non-Controlling Interests
-5,00
-0,23
-6,25
-0,18
+20,1%
-25,8%
* EBITDA excluding t he est imat ed present value of pot ent ial cost s for t he period of t he Guarant eed
Income from real est at e sales at troiar
esort
Consolidated EBITDA in 1Q14, excluding Guaranteed Income Provisions, amounted to 1.31M.€,
registering
a significant growth of 2.2M.€
and showing
important
increases across
different
segments: (i) Tourism segment presented an EBITDA roughly neutral, due to important and growing
contributions from Resorts (+2.54M.€) and Fitness (+0.16M.€) segments driven by the increase in real
estate sales in troiaresort and the increase in the number of active members, respectively, despite
the negative evolution in Hospitality, penalized by the Easter seasonality, that occurred in the
second quarter in 2014; (ii) Energy business reached an EBITDA of 1.45M.€ achieving a growth of
69.6% including only one month of the new Cogeneration operations. Excluding this impact, the

EBITDA of the Energy segment would have been of 0.96M.€, an increase of 13% over the comparable period; and (iii) the Refrigeration and HVAC segment posted an EBITDA decrease to negative 0.48M.€ following the turnover decrease.

Consolidated EBITDA in 1Q14 including, for conservative reasons, the estimated present value of the potential costs for the full period of the Guaranteed Income in real estate sales at troiaresort, reached negative 0.35M.€, showing a significant increase of 61.2% compared to 1Q13.

Net profit in 1Q14 was negative 5.23M.€, 18.7% or 1.2M.€ above 1Q13. EBITDA and Investment Income and Results from Associated Undertakings (including the new cogeneration operations which are not fully consolidate) improvement, more than offset the lower net financial results which, nevertheless discloses a better performance when compared to the last two quarters as a result of the continued Net Debt decline.

Amongst the contributions to the net profit it should be highlighted the 9.6% growth in Results from Associated Undertakings / Investment mostly due to the contribution of Norscut and the two of the ten new Cogeneration operations where the Group does not hold a majority shareholding.

2.2. CAPEX

Capex (excluding the investment related to the acquisition of the new Cogeneration operations) amounted to 1.39M.€ in 1Q14, corresponding to a Capex/Sales ratio of 3.7%, below the 5.0% recorded in FY13 (or 4.8% in 1Q13). The bulk of Capex is mostly driven by the Resorts and Hospitality segments, the latter related to the opening of new concept Hotel in Oporto, a partnership with "Escola de Hotelaria e Turismo do Porto". Regarding the Energy business, Capex was mainly driven by the launch of Martim Longo operation (Photovoltaic - 2MW).

1Q13 (M€) Capex/Sales
(1Q13)
1Q14 (M€) Capex/Sales
(1Q14)
Tourism 0.12 2.0% 0.65 3.9%
Energy 0.87 26.7% 0.40 5.6%
Refrigeration and HVAC 0.07 0.5% 0.08 0.6%
Other Assets 0.11 0.26
Capex 1.18 4.8% 1.39 3.7%

2.3. CAPITAL STRUCTURE

Consolidated Balance Sheet
Million euro 3M 2014 2013 D Mar14/Dec13
Total Assets 648,5 633,4 +2,4%
Tangible and Intangible Assets 249,3 246,3 +1,2%
Goodwill 61,0 61,0 +0,0%
Non-Current Investments 54,1 52,0 +4,1%
Other Non-Current Assets 46,6 45,8 +1,9%
Stocks 172,0 178,9 -3,9%
Trade Debtors and Other Current Assets 52,0 46,5 +12,0%
Cash and Cash Equivalents 13,4 3,0 >100%
Total Equity 308,0 313,2 -1,7%
Total Equity attributable to Equity Holders of
Sonae Capital
298,5 304,3 -1,9%
Total Equity attributable to Non-Controlling
Interests
9,5 8,9 +7,2%
Total Liabilities 340,6 320,3 +6,3%
Non-Current Liabilities 182,9 171,9 +6,4%
Non-Current Borrowings 163,9 153,0 +7,2%
Deferred Tax Liabilities 12,8 12,6 +2,0%
Other Non-Current Liabilities 6,2 6,3 -2,2%
Current Liabilities 157,6 148,4 +6,2%
Current Borrowings 95,1 96,1 -0,9%
Trade Creditors and Other Current Liabilities 62,5 52,3 +19,4%
Total Equity and Liabilities 648,5 633,4 +2,4%

At the end of 1Q14, Net Debt amounted to 245.6M.€, slightly below the YE13 figure, despite the acquisition of the new cogeneration operations. Excluding debt allocated to the Energy business, Net Debt amounted to 226.4M.€ and registered a 3.7M.€ decrease compared to the end of 2013, highlighting the effort and the commitment to reduce financial leverage.

3. SEGMENTS PERFORMANCE

3.1. TOURISM

Profit and Loss Account
Million euro
Tourism 3M 2014 3M 2013 D 14/13
Total Operational Income 15,38 5,26 >100%
Turnover 16,92 6,32 >100%
Resorts
Hospitality
Fitness
12,09
1,46
3,37
1,77
1,76
2,79
>100%
-17,1%
+20,8%
Other Operational Income -1,54 -1,07 -45,0%
Total Operational Costs -15,41 -7,81 -97,2%
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses
-0,32
-5,96
-5,91
-2,87
-0,34
-0,29
-0,61
-3,73
-2,83
-0,35
-11,6%
<-100%
-58,5%
-1,3%
+2,5%
EBITDA excluding Guaranteed Income Provisions -0,03 -2,56 +98,8%
Resorts
Hospitality
Fitness
2,17
-2,45
0,31
-0,37
-2,36
0,15
-
-3,9%
>100%
Provisions for Guaranteed Income -1,65 0,00 -
EBITDA -1,68 -2,56 +34,1%
Capex
EBITDA-Capex
0,65
-2,34
0,12
-2,68
>100%
+12,9%
* EBITDA excluding t he est imat ed present value of pot ent ial cost s for t he period of t he Guarant eed
Income from real est at e sales at troiar
esort

Sonae Turismo's Turnover in 1Q14 amounted to 16.92M.€, showing a significant increase of 168% compared to 1Q13, with a very strong contribution from troiaresort's real estate deeds and a 21% growth in the Fitness segment.

EBITDA, excluding Guaranteed Income provisions, was roughly neutral, registering a growth of 2.59M.€ when compared to 1Q13, reflecting a positive trend in all business segments except for Hospitality, in consequence of the seasonality between 1Q and 2Q of the Easter calendar. Total EBITDA amounted to negative 1.68M.€, registering an increase of 34%.

Capex, although higher than in 1Q13, remained at low levels, contributing to the improvement in operating cash flow (EBITDA-Capex).

A. RESORTS

The 1Q14 maintained a commercial dynamism in line with the previous quarter, having been celebrated 21 deeds form the troiaresort residential units (compared to 2 in 1Q13, 16 in the 4Q13 and 39 throughout the year 2013), 8 promissory purchase agreements and reservations agreements (with advance payment) for additional 8 units. As at 31st March 2014, 288 sales deeds on residential units in troiaresort had been signed.

As result of the large number of deeds, turnover reached 12.09M.€, 6.8 times higher than in 1Q13 and accordingly EBITDA, excluding Guaranteed Income Provisions, reached 2.17M.€, representing an increase of 2.54M.€. For prudence and following the traditional conservative approach that should govern the accounting principles, it is accounted as provisions at the time of the sale, the present value of potential costs for the period of the Guaranteed Income from troiaresort real estate sales (the difference between the guaranteed rate of return and the expected commercial operation). Due to the sales recorded in 1Q14, this value amounted to 1.65M.€, reflecting a level of EBITDA of 0.52M.€, 0.88M.€ higher than in 1Q13.

B. FITNESS

The dynamism and the improving trend in turnover and profitability observed in previous quarters has remained during the 1Q14 with the average number of active members registering a growth of 34% compared to 1Q13.

Turnover increased 21% to 3.37M.€ due to the increase of the active members base, despite the lower market average monthly fees. As a consequence of the increased turnover and the implemented optimization and rationalization measures aimed at reduce the cost base, EBITDA doubled when compared to 1Q13 to 0.31M.€, registering a margin of 9% (+3.8pp higher than last year).

C. HOSPITALITY

Turnover from the Hotels segment, penalized for the Easter calendar that occurred in the second quarter in 2014, showed a decrease of 17% to 1.46M.€ in consequence of a 4pp fall in occupancy rate when compared to 1Q13 . During the 1Q14, the number of room nights sold decreased 19% in the total Group's hotel properties, compared with the 1Q13.

Despite the 17% decrease in turnover, and as a result of the optimization and rationalization cost measures implemented over the past few years, EBITDA has only declined 4% remaining at negative levels of 2.45M.€.

Excluding rents (that are intercompany movements subject to changes upon completion of the assets' valuation carried out by an external entity), it should be highlighted that the Hospitality segment EBITDAR amounted to negative 1.06M.€, showing a slight decrease when compared to the negative value of 0.94 M.€ registered in 1Q13.

In April (and therefore not considered in the 1Q14 results), in partnership with the "Escola de Hotelaria e Turismo do Porto" it was launched a new hotel, following a capital light approach. This is a unit with 17 rooms, restaurant, bar and meeting rooms, where students of the "Escola de Hotelaria e Turismo do Porto" will be able to apply their knowledge. Inspired by the arts and appreciation of beauty, The Artist Porto Hotel & Bistro offers a contemporary and comfortable atmosphere, where every detail transports us to a creative and unique environment with a strong motivational atmosphere, inspiring and helping to grow (personally and professionally) students of the "Escola de Hotelaria e Turismo do Porto".

3.2. ENERGY

Profit and Loss Account
Million euro
Energy 3M 2014 3M 2013 D 14/13
Total Operational Income 7,08 3,30 >100%
Turnover 7,09 3,27 >100%
Other Operational Income 0,00 0,03 -
Total Operational Costs -5,64 -2,45 <-100%
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses
-4,70
0,00
-0,58
-0,36
0,00
-1,91
0,00
-0,34
-0,20
0,00
<-100%
-
-68,0%
-84,8%
-95,8%
EBITDA 1,45 0,85 +69,6%
Capex
EBITDA-Capex
0,40
1,05
0,87
-0,02
-54,4%
-

During the 1Q14 it was announced the acquisition of a set of shareholdings and interests held by subsidiaries of Enel Green Power, S.p.A. in cogeneration plants located in Portugal. This acquisition of 44 MW (10 units, 8 majority held) is part of the expansion plan for the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap.

This acquisition is extremely important for the sustainability of the Group's results since the business specificity evidences a regular pattern for the Business Turnover and EBITDA of the respective asset portfolio.

The evolution of the business indicators in the 1Q14, when compared to the previous year, is fully explained by the referred acquisitions and also by the contribution of Vale de Cambra's cogeneration plant, which started operating during the second half of 2013.

By confrontation the assets under management and the already expressive contribution for the Group's consolidated EBITDA (representing the major contributor), results evident the significant impact of any growth effort in this segment.

With the fully operational photovoltaic project, the capacity under management will ascend to 53 MW or 62.3 MW, considering the non-fully held operations, a growth of 3.0 times when compared to the end of 2013.

The Energy segment Turnover increased 117% to 7,09M.€, considering only one month of the new cogeneration operations. Excluding that effect (3.6M.€ in the 1Q14), the business turnover would have increased 6%. EBITDA also presented a significant growth of 69.6% to 1.45M.€, representing an EBITDA Margin of 20%. Excluding the new operations contribution, EBITDA would have increased 13% (7pp above the Business Turnover growth).

Capex (excluding the new cogeneration acquisitions) remained in controlled levels and contributed, besides EBITDA, for the improvement of the operational cash flow.

3.3. REFRIGERATION, HVAC AND MAINTENANCE

Profit and Loss Account
Million euro
Refrigeration & HVAC 3M 2014 3M 2013 D 14/13
Total Operational Income 12,42 13,45 -7,6%
Turnover 12,42 13,39 -7,2%
Other Operational Income -0,01 0,06 -
Total Operational Costs -12,89 -13,34 +3,3%
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses
-4,81
-0,33
-3,67
-3,96
-0,12
-5,07
0,32
-3,94
-4,55
-0,10
+5,2%
-
+6,7%
+13,0%
-22,6%
EBITDA -0,48 0,11 -
Capex
EBITDA-Capex
0,08
-0,56
0,07
0,04
+14,0%
-

Turnover reached 12.42M.€, representing a decrease of 7.2% compared to 1Q13, due to some delays on important projects both in Portuguese and international operations. Backlog grew 15.3% when compared to the previous quarter and represents, approximately 6 months of turnover.

International turnover from Refrigeration, HVAC and Maintenance (consolidating exports and direct sales abroad), driven by a lower international activity following a number of delays in the start of some projects, decreased to 12.4M.€, representing 19.5% of the consolidated turnover.

Despite the continued implementation of measures leading to rationalize and variable the cost to the new market benchmark, consolidated EBITDA was negative 0.48M.€.

Capex remained at the same level as last year and the decrease in operating cash flow results fully from the EBITDA variation.

3.4. OTHER ASSETS

Sonae Capital Group owns a set of non-strategic assets, and thus available for sale, including:

A. REAL ESTATE ASSETS (excluding Sonae Turismo Assets)

The real Estate portfolio framed in this segment includes a diversified group of assets, with different licensing and construction stages, including land plots with and without construction viability, residential units, construction projects, offices, industrial premises and commercial areas, with widespread geographical dispersion. The Group's guidelines aim at selling this set of assets, with no strategic fit with the current growth options and medium term development plans.

In response to the actual market trends and demand for this kind of assets, during the 1Q14, 4 new rental contracts and one sale deed signed over City Flats apartments were celebrated (remaining 26 apartments available for sale/rental).

As at March 31st the Capital Employed in this set of assets stood at 128.6 M.€.

B. FINANCIAL SHAREHOLDINGS

Major assets:

Asset % Shareholding
Norscut 36.00%
Imosede Fund 25.85%

In the reported period, no material operations relating to this set of assets were registered.

4. CORPORATE INFORMATION

4.1. CORPORATE INFORMATION 1Q14

As at March 6, 2014 Sonae Capital, SGPS, SA (Sonae Capital) informed that the acquisition (directly or through wholly-owned companies) of a group of shareholdings and equity interests held by subsidiaries of Enel Green Power S. p. A. (Enel), in cogeneration plants located in Portugal, have become effective.

After contractual price adjustments, the acquisition price has been settled at 9.6 million euro, representing an investment net cash outflow of 4.2 million euro, considering the free cash available in each of the acquired units.

This acquisition lies within the expansion plan of the Energy segment, one of the strategic pillars of the growth and development of Sonae Capital's portfolio, allowing the Group to: (i) Speed up the planned Portuguese Portfolio growth; (ii) Internalize a backlog of repowering projects in Portugal; and (iii) Reinforce the Energy segment team with experienced and valuable new members, required to implement the outlined development roadmap.

4.2. SUBSEQUENT CORPORATE EVENTS

There were no subsequent corporate events to register.

5. METHODOLOGICAL 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.

In 1Q14 it was changed the reporting template for the Net Debt of the Energy segment. Since the growth of this segment is being performed primarily through Intercompany Debt, we decided to report the Debt of the segment with the total Debt rather than the contribution to Sonae Capital Group as was until now. We believe that this change contributes to increase the quality and transparency of the information reported to the market.

The present document is a translation from the Portuguese original version.

GLOSSARY

  • HVAC = Heating, Ventilation and Air Conditioning
  • 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 troiaresort

  • 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 = Net Debt / Equity

CONTACTS

Anabela Nogueira de Matos Representative for Capital Markets Relations

E-mail: [email protected] Tel.: +351 220129528 Fax: +351 220107900

Nuno Parreiro Investor Relations Officer

E-mail: [email protected] Tel.: +351 220107903 Fax: +351 220107935

Sonae Capital, SGPS, SA

Lugar do Espido, Via Norte Apartado 3053 4471 – 907 Maia Portugal

www.sonaecapital.pt

31 MARCH 2014

CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2014 AND 31 DECEMBER 2013

(Amounts expressed in euro)

NON-CURRENT ASSETS:
241,366,250
238,552,228
Tangible assets
8
7,940,566
7,745,826
Intangible assets
8
60,982,213
60,982,213
Goodwill
9
14,195,731
12,458,452
Investments in associated companies
5
39,940,806
39,540,098
Other investments
6 and 10
Deferred tax assets
14
26,102,594
26,186,529
Other non-current assets
11
20,508,780
19,570,690
Total non-current assets
411,036,940
405,036,036
CURRENT ASSETS:
Stocks
12
172,027,740
178,930,013
Trade account receivables and other current assets
13
52,048,213
46,472,406
13,422,987
2,997,963
Cash and cash equivalents
15
Total Current Assets
237,498,940
228,400,382
TOTAL ASSETS
648,535,880
633,436,418
EQUITY AND LIABILITIES
EQUITY:
250,000,000
250,000,000
Share capital
16
(1,528,907)
(1,124,125)
Own Shares
16
55,008,857
68,634,546
Reserves and retained earnings
(4,996,457)
(13,200,373)
Profit/(Loss) for the year attributable to the equity holders of Sonae Capital
298,483,493
304,310,048
Equity attributable to the equity holders of Sonae Capital
9,489,023
8,850,291
Equity attributable to non-controlling interests
17
TOTAL EQUITY
307,972,516
313,160,339
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans
18
163,910,343
152,968,701
Other non current liabilities
20
3,119,626
3,256,871
12,838,072
12,581,859
Deferred tax liabilities
14
3,079,824
3,079,824
Provisions
23
Total Non-Current Liabilities
182,947,865
171,887,255
CURRENT LIABILITIES:
Loans
18
95,143,724
96,050,940
57,530,654
49,380,171
Trade creditors and other current liabilities
22
4,941,121
2,957,713
Provisions
23
Total Current Liabilities
157,615,499
148,388,824
TOTAL LIABILITIES
340,563,364
320,276,079
TOTAL EQUITY AND LIABILITIES
648,535,880
633,436,418
ASSETS Notes 31.03.2014 31.12.2013

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2014 AND 2013

(Amounts expressed in euro)

Notes 31.03.2014 31.03.2013
Sales 20,277,961 6,882,201
Services rendered 17,135,280 17,683,221
Other operating income 1,040,523 1,680,311
Cost of sales (9,932,369) (7,269,507)
Changes in stocks of finished goods and work in progress (6,360,632) (390,774)
External supplies and services (11,565,599) (9,998,358)
Staff costs (8,642,448) (8,881,104)
Depreciation and amortisation (3,277,120) (3,380,034)
Provisions and impairment losses (1,756,587) (67,840)
Other operating expenses (558,186) (386,747)
Operational profit/(loss) (3,639,177) (4,128,631)
Financial Expenses (3,306,952) (2,749,398)
Financial Income 401,870 300,118
Profit/(Loss) in associated undertakings 5 1,447,815 1,252,707
Investment income 279,690 324,170
Profit/(Loss) before taxation (4,816,754) (5,001,034)
Taxation 26 (411,680) (1,432,820)
Profit/(Loss) for the year 27 (5,228,434) (6,433,854)
Attributable to:
Equity holders of Sonae Capital (4,996,457) (6,249,484)
Non-controlling interests 17 (231,977) (184,370)
Profit/(Loss) per share
Basic 28 (0.020299) (0.025179)
Diluted 28 (0.020299) (0.025179)

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2014 AND 2013

(Amounts expressed in euro)

31.03.2014 31.03.2013
Consolidated net profit/(loss) for the period (5,228,434) (6,433,854)
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 51,206 38,649
Share of other comprehensive income of associates and joint
ventures accounted for by the equity method (Note 5)
(1,030,836) 513,692
Change in the fair value of assets available for sale 399,953 472,764
Change in the fair value of cash flow hedging derivatives 264,136 383,872
Tax related to other comprehensive income captions (91,989) (118,191)
Others - -
Other comprehensive income for the period (407,530) 1,290,786
Total comprehensive income for the period (5,635,964) (5,143,068)
Attributable to:
Equity holders of Sonae Capital (5,423,455) (4,974,547)
Non-controlling interests (212,509) (168,521)

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED 31 MARCH 2014 AND 2013

(Amounts expressed in Euro)

Attributable to Equity Holders of Sonae Capital
Share
Capital
Own
Shares
Demerger
Reserve
(Note 16)
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 2013 250,000,000 (264,705) 132,638,253 (11,486) 153,082 (2,337,176) (53,836,504) 76,606,169 (11,092,003) 315,249,461 8,707,639 323,957,100
Total consolidated comprehensive income for the period - - - 29,697 354,573 376,975 513,692 1,274,937 (6,249,484) (4,974,547) (168,521) (5,143,068)
Appropriation of profit of 2012:
Transfer to legal reserves and retained earnings
Dividends paid
-
-
-
-
-
-
-
-
-
-
-
-
(11,092,003)
-
(11,092,003)
-
11,092,003
-
-
-
-
(291,900)
-
(291,900)
Acquisition of own shares
Changes in the percentage of capital held in affiliated companies
-
-
(204,721)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(204,721)
-
-
-
(204,721)
-
Other changes - - - - - - 168 168 - 168 - 168
Balance as at 31 March 2013 250,000,000 (469,426) 132,638,253 18,211 507,655 (1,960,201) (64,414,647) 66,789,271 (6,249,484) 310,070,361 8,247,218 318,317,579
Balance as at 1 January 2014 250,000,000 (1,124,125) 132,638,253 (189,622) (590,856) (1,166,854) (62,056,375) 68,634,546 (13,200,373) 304,310,048 8,850,291 313,160,339
Total consolidated comprehensive income for the period - - - 35,321 (51,994) 260,553 (670,878) (426,998) (4,996,457) (5,423,455) (212,509) (5,635,964)
Appropriation of profit of 2013:
Transfer to legal reserves and retained earnings
Acquisition of own shares
Changes in the percentage of capital held in affiliated companies
Other changes
-
-
-
-
-
(404,783)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(13,200,373)
-
-
1,682
(13,200,373)
-
-
1,682
13,200,373
-
-
-
-
(404,783)
-
1,682
-
-
851,160
81
-
(404,783)
851,160
1,763
Balance as at 31 March 2014 250,000,000 (1,528,908) 132,638,253 (154,301) (642,850) (906,301) (75,925,944) 55,008,857 (4,996,457) 298,483,493 9,489,023 307,972,516

The accompanying notes are part of these financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 31 MARCH 2014 AND 2013

(Amounts expressed in Euro)

Notes 31.03.2014 31.03.2013
OPERATING ACTIVITIES:
Cash receipts from trade debtors 40,544,375 28,505,486
Cash receipts from trade creditors (23,415,814) (21,584,021)
Cash paid to employees (7,501,401) (7,575,913)
Cash flow generated by operations 9,627,160 (654,448)
Income taxes (paid) / received (19,429) (131,956)
Other cash receipts and (payments) relating to operating activities 1,175,547 (101,998)
Net cash flow from operating activities (1) 10,783,278 (888,402)
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments - 10,393,862
Tangible assets 574,382 264,281
Interest and similar income 1,076,065 20,674
1,650,447 10,678,817
Cash Payments arising from:
Investments (3,264,911) (28,250)
Tangible assets (2,281,612) (1,875,434)
Intangible assets (288,918) (27,164)
Loans granted (936,926) (6,885)
(6,772,367) (1,937,733)
Net cash used in investment activities (2) (5,121,920) 8,741,084
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 11,624,500 7,703,274
Cash Payments arising from: 11,624,500 7,703,274
Loans obtained (2,565,633) (10,915,611)
Interest and similar charges (4,118,376) (3,781,186)
Purchase of own shares (404,783) (204,721)
(7,088,792) (14,901,518)
Net cash used in financing activities (3) 4,535,708 (7,198,244)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 10,197,066 654,438
Effect of foreign exchange rate (6,262) (14,150)
Cash and cash equivalents at the beginning of the period 14 2,922,307 2,609,152
Cash and cash equivalents at the end of the period 14 13,125,636 3,277,740

The accompanying notes are part of these financial statements.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED 31 MARCH 2014

(Translation from the Portuguese Original)

(Amounts expressed in Euro)

________________________________________________

1. INTRODUCTION

SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head-office 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 5 to 7 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.

Reflecting the Group's current strategic guideline, three business areas are identified:

  • Tourism, includes businesses in tourism, through the development and management of tourism resorts, in hotels, through management of hotels and services, and in health and fitness, through management of health clubs;
  • Energy, includes energy services in the areas of cogeneration, solar thermal and photovoltaic;
  • Refrigeration and HVAC.

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

During the quarter, Sonae Capital acquired a group of shareholdings and equity in cogeneration plants located in Portugal, precisely 10 new units (8 majority held) following the expansion plan of the Energy segment.

________________________________________________

2. MAIN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2013.

Basis of preparation

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

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

3. CHANGES IN ACCOUNTING POLICIES

Changes to international accounting standards that came into force on or after 1 January 2014, did not have material impacts in the financial statements as at 31 March 2014.

________________________________________________

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 31 March 2014 and 31 December 2013, are as follows:

Percentage of capital held
31 March 2014 31 December 2013
Company Head Office Direct Total Direct Total
Sonae Capital SGPS, SA Maia Holding Holding Holding Holding
Tourism
Aqualuz - Turismo e Lazer, Lda a) Lagos 100.00% 100.00% 100.00% 100.00%
Atlantic Ferries - Traf.Loc.Flu.e Marit., SA a) Grândola 83.41% 83.41% 83.41% 83.41%
1) The Artist Hotel & Bistro – Actividades
Hotelaria, SA
a) Maia 100.00% 100.00% 100.00% 100.00%
Golf Time - Golfe e Inv.Turisticos, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Imoareia Investimentos Turísticos,SGPS, SA a) Matosinhos 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, SA 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.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
SII - Soberana Investimentos Imobiliários, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Solinca - Health & Fitness, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Solinca-Investimentos Turísticos, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Solinfitness - Club Málaga, SL a) Malaga (Spain) 100.00% 100.00% 100.00% 100.00%
Solswim – Gestão e Expl.de Equip. Aquáticos, SA a) Maia 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%
Sonae Turismo - SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sontur, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Tróia Market, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tróia Natura, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaresort - Investimentos Turísticos, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaverde-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tulipamar-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%

Energy

2) Atelgen – Produção de Energia, ACE a) Barcelos 51.00% 51.00% - -
2) Carvemagere – Manutenção e Energias
Renováveis, Lda
a) Barcelos 65.00% 65.00% - -
2) Companhia Térmica Hectare ACE a) Alcochete 100.00% 100.00% - -
2) Companhia Térmica Tagol Lda a) Oeiras 95.00% 95.00% - -
2) C.T.E. – Central Termoeléctrica, Lda a) Maia 100.00% 100.00% - -
Ecociclo II – Energias, SA a) Maia 100.00% 100.00% 100.00% 100.00%
2) Enerlousado – Recursos Energéticos, Lda a) Maia 100.00% 100.00% - -
Integrum Colombo – Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
3) Integrum ACE, SA a) Maia 100.00% 100.00% - -
Integrum-Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum Martim Longo - Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum Vale do Caima- Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum Vale do Tejo – Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
2) Ronfegen – Recursos Energéticos, Lda a) Maia 100.00% 100.00% - -
2) Soternix – Produção de Energia ACE a) Barcelos 51.00% 51.00% - -
Refrigeration and HVAC
Sistavac Sistemas HVAC-R do Brasil, Lda a) São Paulo (Brazil) 100.00% 70.00% 100.00% 70.00%
PJP - Equipamento de Refrigeração, Lda a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Sistavac, SGPS, SA a) Matosinhos 70.00% 70.00% 70.00% 70.00%
Sistavac, SA a) Matosinhos 100.00% 70.00% 100.00% 70.00%
4) SC – Central de Distribuição para Refrigeração
e Climatização, SA
a) Porto 100.00% 70.00% 100.00% 70.00%
Sopair, SA a) Madrid (Spain) 100.00% 70.00% 100.00% 70.00%
Other Assets
Bloco Q-Sociedade Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
5) Casa da Ribeira – Sociedade Imobiliária, SA 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, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Country 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 Especial de Investimento Imobiliário
Fechado WTC
a) Maia 99.82% 99.82% 99.82% 99.82%
Imobiliária da Cacela, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imoclub-Serviços Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imodivor - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imobeauty, SA 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-Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosedas-Imobiliária e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Implantação – Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Inparvi SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Martimope – Empreendimentos Turisticos, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Porturbe-Edificios 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%
Praedium-SGPS, 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, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC Assets, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC – Eng. e Promo Imobiliária,SGPS,SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sete e Meio Herdades - Investimentos Agrícolas
e Turismo, SA
a) Grândola 100.00% 100.00% 100.00% 100.00%
Société de Tranchage Isoroy SAS a) Honfleur
(France)
100.00% 100.00% 100.00% 100.00%
Soconstrução, BV a) Amsterdam (The
Netherlands)
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 Empreendimentos Turísticos,
SA
a) Maia 100.00% 100.00% 100.00% 100.00%
Spinarq–Engenharia, Energia e Ambiente,SA a) Luanda (Angola) 99.90% 99.90% 99.90% 99.90%
Spinarq-Moçambique, Lda a) Maputo
(Mozambique)
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%
Spred SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Torre São Gabriel-Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Urbisedas-Imobiliária das Sedas, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Vistas do Freixo-Emp.Tur.imobiliários,SA a) Porto 100.00% 100.00% 100.00% 100.00%
World Trade Center Porto, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Others
Interlog-SGPS, SA a) Lisbon 98.98% 98.98% 98.98% 98.98%
SC – Sociedade de Consultadoria, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SC-SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SC Finance, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
6) SC FOR - Ser.Formação e Desenvolvimento de
Recursos Humanos, SA
a) Maia 100.00% 100.00% 100.00% 100.00%

a) Majority of voting rights.

1) Ex-Casa da Ribeira – Hotelaria e Turismo, SA;

  • 2) Company adquired in March 2014;
  • 3) Company incorporated in the period;
  • 4) Ex-SKK- Central de Distr., SA;
  • 5) Ex-Bloco W Sociedade Imobiliária, SA;
  • 6) Ex-SKKFOR Ser.For.e Desen.de Recursos, SA.

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 31 March 2014 and 31 December 2013 are as follows:

Percentage of capital held
31 March 2014 31 December 2013 Book Value
Company Head
Office
Direct Total Direct Total 31 March
2014
31 December
2013
Other Assets
Andar - Sociedade Imobiliária, SA Maia 50.00% 50.00% 50.00% 50.00% 271,860 357,859
1) Sociedade de Construções do Chile, SA Maia 100.00% 50.00% 100.00% 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% 733,306 690,582
Norscut - Concessionária de Scut Interior
Norte, SA
Lisbon 36.00% 36.00% 36.00% 36.00% 12,258,296 11,386,011
Operscut - Operação e Manutenção de
Auto-estradas, SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24,000
Energy
2) Feneralt – Produção de Energia, ACE Barcelos 25.00% 25.00% - - 126,813 -
2) Powercer – Sociedade de Cogeração da
Vialonga, SA
Lisbon 30.00% 30.00% - - 781,456 -
Total 14,195,731 12,458,452

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 acquired in March 2014.

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

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

As at 31 March 2014 and 31 December 2013, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:

31 March 2014
31 December 2013
Total Assets 691,148,098 668,902,549
Total Liabilities 607,441,826 590,182,432
Income 35,586,583 128,281,701
Expenses 30,220,690 112,365,691

During the periods ended 31 March 2014 and 31 March 2013, movements in investments of associated and jointly controlled companies may be summarized as follows:

31 March 2014 31 March 2013
Opening balance as at 1 January 12,490,395 4,697,978
Acquisitions in the period 1,320,301 7,000
Disposals in the period - -
Equity method 416,978 1,766,399
Change in the consolidation method - -
Closing balance as at 31 March 14,227,674 6,471,377
Accumulated impairment losses (Note 23) (31,943) (31,943)
14,195,731 6,439,434

The use of the equity method had the following impacts: 1,447,815 euro recorded on share of results of associated undertakings (1,252,707 euro at 31 March 2013), and -1,030,837 euro in changes in reserves (513,692 euro at 31 March 2013).

6. OTHER INVESTMENTS

Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 31 March 2014 and 31 December 2013 are made up as follows:

________________________________________________

Percentage of capital held
31 March 2014
31 December 2013
Company Head
Office
Direct Total Direct Total 31 March
2014
31 December
2013
Tourism
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
Fechado Imosede
Maia 25,85% 25,85% 25,85% 25,85% 39,054,076 38,654,123
Fundo de Investimento Imobiliário
Imosonae Dois
Maia 0,06% 0,06% 0,06% 0,06% 124,934 124,892
Net, SA Lisbon 2,80% 2,80% 2,80% 2,80% 11,132 11,132
Fundo de Capital de Risco F-HITEC Lisbon 6,48% 6,48% 6,48% 6,48% 250,000 250,000
Other investments 435,917 435,204
Total (Note 10) 39,940,806 39,540,098
1)
Company disposed in the period.

Null balances shown above result from deduction of impairment losses from related investments.

7. CHANGES TO THE CONSOLIDATION PERIMETER

________________________________________________

Additions in the consolidation perimeter by acquisition:

Percentage of capital held
At acquisition date
Company Head Office Direct Total
Atelgen – Produção de Energia, ACE Barcelos 51,00% 51,00%
Carvemagere – Manutenção e Energias
Renováveis, Lda
Barcelos 65,00% 65,00%
Companhia Térmica Hectare ACE Alcochete 100,00% 100,00%
Companhia Térmica Tagol Lda Oeiras 95,00% 95,00%
C.T.E. – Central Termoeléctrica, Lda Maia 100,00% 100,00%
Enerlousado – Recursos Energéticos, Lda Maia 100,00% 100,00%
Ronfegen – Recursos Energéticos, Lda Maia 100,00% 100,00%
Soternix – Produção de Energia ACE Barcelos 51,00% 51,00%

The acquisitions that occurred in the three month period ended 31 March 2014 had the following impact in the consolidated financial statements:

Acquisition Date 31 March 2014
Net assets acquired
Tangible and intangible assets 5,122,251 5,068,440
Other assets 9,947,142 7,322,996
Cash and cash equivalents 6,318,519 10,056,836
Other liabilities (12,845,848) (12,998,897)
8,542,064 9,449,375
Gain in acquisition 279,690
Acquisition price 8,262,374
Payments made 8,262,374
Net cash flow from the acquisition
Payments made 8,262,374
Cash and equivalents acquired (6,318,519)
1,943,855

8. TANGIBLE AND INTANGIBLE ASSETS

During the three months period ended 31 March 2014, movements in tangible and intangible fixed assets as well as in depreciation and accumulated impairment losses, are made up as follows:

________________________________________________

Tangible Assets
Land and
Buildings
Equipment Other
Tangible
Assets
Tangible
Assets in
progress
Total Tangible
Assets
Gross Cost:
Opening balance as at 1 January 2014 224,681,479 146,714,608 1,916,702 16,042,362 389,355,151
Changes in consolidation perimeter 1,640,691 23,314,681 248,629 - 25,204,001
Capital expenditure 224,735 88,141 6,704 823,704 1,143,285
Disposals (329,660) (319,528) (6,297) - (655,485)
Exchange rate effect - 2,379 2,343 - 4,722
Transfers - 5,056,281 41,446 (4,966,320) 131,407
Closing balance as at 31 March 2014 226,217,245 174,856,562 2,209,527 11,899,746 415,183,081
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2014 86,377,115 62,883,216 1,542,592 - 150,802,923
Changes in consolidation perimeter 1,407,375 18,207,058 175,263 - 19,789,696
Charges for the period 637,939 2,847,996 20,844 - 3,506,779
Disposals (66,561) (212,971) (6,298) - (285,830)
Exchange rate effect - 1,752 1,511 - 3,263
Transfers - (26,145) 26,145 - -
Closing balance as at 31 March 2014 88,355,868 83,700,906 1,760,057 - 173,816,831
Carrying amount as at 1 January 2014 138,304,364 83,831,392 374,110 16,042,362 238,552,228
Carrying amount as at 31 March 2014 137,861,377 91,155,656 449,470 11,899,746 241,366,250

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

31 March 2014 31 December 2013
Tróia 7,322,147 7,316,889
Photovoltaic Project 3,349,522 3,260,000
Others 1,228,077 1,528,943
11,899,746 12,105,832
Intangible Assets
Patents and
other similar
rights
Software Others Intangible
Assets in
progress
Total
Intangible
Assets
Gross Cost:
Opening balance as at 1 January 2014 7,834,037 2,211,797 9,422 435,656 10,490,912
Changes in consolidation perimeter - - 103,719 - 103,719
Capital expenditure - 4,075 - 250,916 254,991
Disposals - (37,355) - - (37,355)
Exchange rate effect - 838 - - 838
Transfers - 508,700 - (506,992) 1,708
Closing balance as at 31 March 2014 7,834,037 2,688,055 113,141 179,580 10,814,813
Accumulated depreciation and impairment
losses
Opening balance as at 1 January 2014 1,207,452 1,528,846 8,788 - 2,745,086
Changes in consolidation perimeter - - - - -
Charges for the period 47,566 118,316 158 - 166,040
Disposals - (37,355) - - (37,355)
Exchange rate effect - 476 - - 476
Transfers - - - - -
Closing balance as at 31 March 2014 1,255,018 1,610,283 8,946 - 2,874,247
Carrying amount as at 1 January 2014 6,626,585 682,951 634 435,656 7,745,826
Carrying amount as at 31 March 2014 6,579,019 1,077,772 104,195 179,580 7,940,566

9. GOODWILL

During the periods ended 31 March 2014 and 31 December 2013, movements in goodwill, as well as in corresponding impairment losses, are as follows:

________________________________________________

31 March 2014 31 December 2013
Gross amount:
Opening balance 62,283,809 62,290,239
Decreases - disposals of affiliated companies - (6,430)
Closing balance 62,283,809 62,283,809
Accumulated impairment losses:
Opening balance 1,301,596 1,301,596
Closing balance 1,301,596 1,301,596
Total 60,982,213 -
60,982,213

________________________________________________

10. OTHER INVESTMENTS

As at 31 March 2014, movements in investments were as follows:

31 March 2014 31 December 2013
Non current Current Non current Current
Investments at acquisition cost
Opening balance as at 1 January 8,071,101 - 8,223,418 -
Acquisitions in the period 755 - 122 -
Disposals in the period - - (152,525) -
Transfers - - 86 -
Changes in consolidation perimeter - - - -
Closing balance as at 31 March 8,071,856 - 8,071,101 -
Accumulated impairment losses (Note 23) (7,707,935) - (7,707,935) -
363,921 - 363,166 -
Investments held for sale
Fair value as at 1 January 39,305,931 - 49,938,723 -
Disposals in the period - - (9,919,661) -
Increase/(Decrease) in fair value 399,953 - (713,131) -
Transfers - - - -
Fair value as at 31 March 39,705,884 - 39,305,931 -
Accumulated impairment losses (Note 23) (128,999) - (128,999) -
Fair value (net of impairment losses) as at 31 March 39,576,885 - 39,176,932 -
Other Investments 39,940,806 - 39,540,098 -

The amounts shown under fair value related to the Imosede Fund.

The Imosede Fund is accounted as an available for sale asset, measured at fair value. For the remaining investment under this heading, the Group considers that it is not reasonable to estimate a fair value, as there is no observable market data.

These investments are recorded at acquisition cost less impairment losses.

11. OTHER NON-CURRENT ASSETS

As at 31 March 2014 and 31 December 2013, other non-current assets are detailed as follows:

________________________________________________

31 March 2014 31 December 2013
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA 18,647,695 17,740,756
Others 721,492 691,505
19,369,187 18,432,261
Impairment losses (Note 23) (34,916) (34,916)
19,334,271 18,397,345
Trade accounts receivable and other debtors
Sale of financial investments - -
Others 1,174,509 1,173,345
Impairment losses (Note 23) - -
1,174,509 1,173,345
Other non current assets 20,508,780 19,570,690

12. INVENTORIES

Inventories as at 31 March 2014 and 31 December 2013 can be detailed as follows, highlighting the value attributable to real estate developments:

________________________________________________

31 March 2014 31 December 2013
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by-products and consumables 1,347,937 - 1,162,725 -
Goods for sale 31,202,188 29,943,108 32,155,488 30,045,640
Finished goods 62,442,535 62,442,535 68,373,552 68,373,552
Work in progress 80,614,024 77,084,205 80,964,110 77,147,748
Payments on account - - - -
175,606,684 169,469,848 182,655,875 175,566,940
Accumulated impairment losses on Inventories (Note 23) (3,578,944) (3,434,621) (3,725,862) (3,434,621)
172,027,740 166,035,227 178,930,013 172,132,319

13. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

________________________________________________

As at 31 March 2014 and 31 December 2013, trade accounts receivable and other current assets are detailed as follows:

31 March 2014 31 December 2013
Trade accounts receivable 29,385,923 26,911,545
Accumulated impairment losses on trade debtors (Note 23) (5,986,323) (6,039,005)
23,399,600 20,872,540
Taxes recoverable 13,383,676 12,841,371
Loans granted to and other amounts to be received from related parties 59,469 70,058
Other current assets
Suppliers with a debtor balance 1,313,945 850,602
Other debtors 10,851,020 10,923,538
Accounts receivable from the sale of financial investments 4,804,214 4,804,214
Accounts receivable from the sale of tangible assets 26,657 9,678
Interest receivable 297,393 965,460
Deferred costs - Rents 282,018 264,345
Deferred costs - External supplies and services 1,287,973 895,653
Other current assets 4,052,747 1,681,955
22,915,967 20,395,445
Accumulated impairment losses on other current assets (Note 23) (7,710,499) (7,707,008)
Trade accounts receivable and other current assets 52,048,213 46,472,406

14. DEFERRED TAXES

Deferred tax assets and liabilities as at 31 March 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:

________________________________________________

Deferred tax assets Deferred tax liabilities
31 March 2014 31 December 2013 31 March 2014 31 December 2013
Amortisation and Depreciation harmonisation
adjustments
869,164 884,314 2,936,166 2,783,003
Provisions and impairment losses of non-tax
deductible
8,943,670 8,934,857 - -
Write off of tangible and intangible assets 263,863 325,774 - -
Write off of accruals 97,337 126,853 - -
Revaluation of tangible assets - - 103,010 103,166
Tax losses carried forward 15,843,605 15,843,605 - -
Financial instruments - - 1,368,613 1,276,624
Write off of stocks - - - 931,724
Taxable temporary differences arising from the
fair value of non-current liabilities
- - - 7,150,724
Others 84,956 71,126 8,430,283 336,618
26,102,594 26,186,529 12,838,072 12,581,859

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 31 March 2014 and 31 December 2013, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

31 March 2014 31 December 2013
Tax losses carried
forward
Deferred
tax assets
Time
limit
Tax losses carried
forward
Deferred
tax assets
Time limit
With limited time use
Generated in 2008 609,774 140,248 2014 1,105,341 254,228 2014
Generated in 2009 6,379,907 1,467,379 2015 6,379,907 1,467,379 2015
Generated in 2010 14,113,139 3,246,022 2014 18,328,751 4,215,613 2014
Generated in 2011 17,938,869 4,125,940 2015 17,938,869 4,125,940 2015
Generated in 2012 16,006,259 3,681,440 2017 16,006,259 3,681,440 2017
Generated in 2013 9,126,112 2,099,006 2018 9,126,112 2,099,006 2018
Generated in 2014 4,711,180 1,083,571 2026 - -
68,885,240 15,843,605 68,885,239 15,843,605
With a time limit different
from the above mentioned
- - - -
68,885,240 15,843,605 68,885,239 15,843,605

As at 31 March 2014 and 31 December 2013, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.

As at 31 March 2014, tax losses carried forward amounting to 180,747,467 euro (175,288,767 euro as at 31 December 2013), have not originated deferred tax assets for prudential reasons and are detailed as follows:

31 March 2014 31 December 2013
Tax losses
carried forward
Tax Credit Time
limit
Tax losses
carried forward
Tax Credit Time
limit
With limited time use
Generated in 2008 33,549,469 7,716,378 2014 33,053,902 7,602,397 2014
Generated in 2009 35,694,882 8,209,823 2015 35,694,882 8,209,823 2015
Generated in 2010 20,659,425 4,751,668 2014 16,443,812 3,782,077 2014
Generated in 2011 18,024,594 4,145,657 2015 18,024,594 4,145,657 2015
Generated in 2012 19,508,597 4,486,977 2017 19,508,597 4,486,977 2017
Generated in 2013 36,378,392 8,367,030 2018 36,378,392 8,367,030 2018
Generated in 2014 358,176 82,380 2026 - -
164,173,536 37,759,913 159,104,179 36,593,961
Without limited time use 1,186,715 395,532 1,186,715 395,532
With a time limit different from
the above mentioned
15,387,216 4,399,824 14,997,872 4,318,664
16,573,931 4,795,356 16,184,587 4,714,196
180,747,467 42,555,269 175,288,767 41,308,157

15. CASH AND CASH EQUIVALENTS

As at 31 March 2014 and 31 December 2013, cash and cash equivalents can be detailed as follows:

________________________________________________

31 March 2014 31 December 2013
Cash at hand 73,692 84,252
Bank deposits 13,336,826 2,901,739
Treasury applications 12,469 11,972
Cash and cash equivalents on the balance sheet 13,422,987 2,997,963
Bank overdrafts - (Note 18) (297,351) (75,657)
Guarantee deposit - -
Cash and cash equivalents in the statement of cash-flows 13,125,636 2,922,307

Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 18).

16. 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.

________________________________________________

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.

As at 31 March 2014, Sonae Capital SGPS, S.A. owns 6,154,062 own shares (5,119,562 own shares at 31 December 2013) booked for 1,528,907 euro (1,124,125 euro at 31 December 2013).

17. NON CONTROLLING INTERESTS

Movements in non-controlling interests in the periods ended 31 March 2014 and 31 December 2013 are as follows:

________________________________________________

31 March 2014 31 December
2013
Opening balance as at 1 January 8,850,291 8,707,639
Changes in hedging reserves 3,583 16,215
Changes in the percentage of capital held in affiliated companies 851,160 548,518
Changes resulting from currency translation 15,885 (68,547)
Dividends paid - (304,254)
Others 81 -
Profit for the period attributable to minority interests (231,977) (49,280)
Closing balance 9,489,023 8,850,291

18. BORROWINGS

As at 31 March 2014 and 31 December 2013, Borrowings are made up as follows:

________________________________________________

31 March 2014 31 December 2013
Outstanding amount Outstanding amount
Current Non Current Current Non Current Repayable on
Bank loans
Sonae Capital SGPS - commercial paper a) 73,450,000 - 75,000,000 - Mar/2018
Sonae Capital SGPS - commercial paper d) 8,250,000 - 8,250,000 - Jan/2015
Sonae Capital SGPS - commercial paper b) - 24,200,000 - 12,650,000 Aug/2016
Sonae Capital SGPS - commercial paper c) - 30,000,000 - 30,000,000 Dec/2017
Sonae Capital SGPS e) 7,000,000 24,000,000 7,000,000 24,000,000 Jun/2017
Up-front fees - (509,529) - (552,029)
Others 2,546,838 3,486,633 2,080,029 2,863,444
91,246,838 81,177,103 92,330,029 68,961,416
Bank overdrafts (Note 15) 297,351 - 75,657 -
Bank loans 91,544,189 81,177,103 92,405,686 68,961,416
Bond Loans
Sonae Capital 2011/2016 Bonds - 10,000,000 - 10,000,000 Jan/2016
SC, SGPS, S.A. 2008/2018 Bonds - 50,000,000 - 50,000,000 Mar/2018
Up-front fees - (200,170) - (226,532)
Bond Loans - 59,799,830 - 59,773,468
Other loans 686,968 928,836 686,968 1,116,336
Derivatives (Note 19) 79,262 1,010,696 101,543 1,433,909
Obligations under finance leases 2,833,306 21,092,533 2,856,743 21,785,159
Up-front fees on finance leases - (98,656) - (101,587)
95,143,724 163,910,343 96,050,940 152,968,701

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 2013, with annual renewals up to 3 years.

e) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid for a 6 year period, with annual payments.

As at 31 March 2014, borrowings of the Group were as follows:

  • SC, SGPS, SA, 2008/2018 bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016. This bond loan bears interest every six months.

  • Sonae Capital SGPS - 2011/2016 bond loan in the amount of 10,000,000 euro, with a 5 year maturity, and a sole reimbursement on 17 January 2016. This bond loan bears interest every six months.

The interest rate on bonds in force on 31 March 2014 was on average 3.50%.

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 reimbursable grants to affiliated undertakings, which do not bear interest.

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

31 March 2014 31 December 2013
Nominal value Interest Nominal value Interest
N+1 a) 95,064,462 9,780,274 95,949,397 8,582,090
N+2 21,591,235 6,610,960 11,417,824 6,548,639
N+3 19,202,707 4,059,411 25,082,672 4,290,860
N+4 101,570,586 2,329,212 47,689,566 2,861,554
N+5 11,548,863 259,115 57,636,739 2,140,898
After N+5 9,794,610 377,336 10,588,138 415,871
258,772,464 23,416,308 248,364,336 24,839,912

a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 56% 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.

19. DERIVATIVES

Interest rate derivatives

Hedging instruments used by the Group as at 31 March 2014 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 1,089,958 euro (1,535,452 euro at 31 December 2013) is recorded as liabilities. As at 31 March 2014 and 31 December 2013, all derivatives are hedging derivatives.

________________________________________________

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

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

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

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

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

Fair value of derivatives

The fair value of derivatives is as follows:

Assets Liabilities
31 March 2014 31 December 2013 31 March 2014 31 December 2013
Non-Hedge accounting derivatives
Interest rate - - - -
Hedge accounting derivatives
Interest rate (Note 18) - - 1,089,958 1,535,452
Other derivatives - - - -
- - 1,089,958 1,535,452

20. OTHER NON-CURRENT LIABILITIES

As at 31 March 2014 and 31 December 2013 other current liabilities can be detailed as follows:

________________________________________________

31 March 2014 31 December 2013
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA 2,073,900 2,092,131
Others 216,740 216,645
2,290,640 2,308,776
Other creditors
Creditors in the restructuring process of Torralta 468,095 456,039
468,095 456,039
Deferred income
Obligations by share-based payments (Note 21) 360,891 492,056
360,891 492,056
Other non current liabilities 3,119,626 3,256,871

21. SHARE-BASED PAYMENTS

In 2013 and in previous years, the 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 choice 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 31 March 2014 and 31 December 2013, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:

Year of Vesting
Number of
year
participants
Fair Value
grant 31 March 2014 31 December 2013
Shares
2011 2014 2 - 106,579
2012 2015 8 695,181 467,581
2013 2016 8 794,663 535,181
2014 2017 7 287,488 -
Total 1,777,332 1,109,341

As at 31 March 2014 and 31 December 2013, 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:

31 March 2014 31 December 2013
Other non current liabilities 360,891 492,056
Other current liabilities 568,962 106,579
Reserves 438,604 110,935
Staff Costs 491,249 487,700

22. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

________________________________________________

As at 31 March 2014 and 31 December 2013 trade accounts payable can be detailed as follows:

31 March 2014 31 December 2013
Trade creditors 18,315,468 15,756,800
Loans granted by and other payables to related parties
Other current liabilities
1,336,096 107,740
Fixed assets suppliers 1,389,856 2,494,318
Advances from customers and down payments 2,878,713 3,203,979
Other creditors 1,238,720 1,197,491
Taxes and contributions payable 8,827,203 7,007,231
Staff costs 6,583,632 5,610,334
Deferred income for services rendered 831,475 2,777,135
Interest payable 1,654,700 1,339,963
Investment aid 1,599,496 1,604,523
Other liabilities 12,875,295 8,280,657
37,879,090 33,515,631
Trade accounts payable and other current liabilities 57,530,654 49,380,171

23. PROVISIONS AND ACUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 31 March 2014 were as follows:

________________________________________________

Captions Balance as at 1
January 2014
Increases Decreases Utilisations Balance as at
31 March 2014
Accumulated impairment losses on:
Other Investments (Notes 6 and 10) 7,868,877 - - - 7,868,877
Other non current assets (Note 11) 34,916 - - - 34,916
Trade accounts receivable (Note 13) 6,039,005 77,272 (118,344) (11,609) 5,986,324
Other current assets (Note 13) 7,707,008 4,920 (1,431) - 7,710,497
Inventories (Note 12) 3,725,862 - (146,918) - 3,578,944
Non current provisions 3,079,824 - - - 3,079,824
Current provisions 2,957,713 2,088,949 (58,654) (46,886) 4,941,121
31,413,205 2,171,141 (325,347) (58,495) 33,200,503

As at 31 March 2014 and 31 December 2013 detail of other provisions was as follows:

31 March 2014 31 December 2013
Judicial claims 1,759,095 1,824,313
Others 6,261,850 4,213,223
8,020,945 6,037,537

Impairment losses are deducted from the book value of the corresponding asset.

24. CONTINGENT ASSETS AND LIABILITIES

As at 31 March 2014 and 31 December 2013 the most important contingent liabilities referred to guarantees given and were made up as follows:

________________________________________________

31 March 2014 31 December 2013
Guarantees given:
on VAT reimbursements 5,065,159 5,065,159
on tax claims 4,849,393 4,015,535
on municipal claims 1,134,224 2,884,505
Others 11,800,288 14,905,311

Others include the following guarantees:

  • 4,855,457 euro as at 31 March 2014 (7,862,436 euro as at 31 December 2013) of guarantees on construction works given to clients;

  • 5,581,280 euro as at 31 March 2014 of guarantees given concerning building permits in the Tourism business.

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

25. RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

________________________________________________

Sales and services rendered Purchases and services obtained
Transactions 31 March 2014 31 March 2013 31 March 2014 31 March 2013
Parent company (a) 1,025 - - -
Associated companies 3,717 - 7,913 3,025
Other partners and Group companies (b) 5,638,595 5,313,535 1,266,395 1,400,606
5,643,337 5,313,535 1,274,308 1,403,631
Interest income Interest expenses
Transactions 31 March 2014 31 March 2013 31 March 2014 31 March 2013
Parent company (a) - - - -
Associated companies 252,188 227,272 - -
Other partners and Group companies (b) - - 32,351 35,280
252,188 227,272 32,351 35,280
Accounts receivable Accounts payable
Balances 31 March 2014 31 December
2013
31 March 2014 31 December
2013
Parent company (a) 1,261 - - -
Associated companies 255,906 937,076 5,671 1,812
Other partners and Group companies (b) 6,104,241 8,463,343 2,451,510 2,415,720
6,361,408 9,400,419 2,457,181 2,417,532
Loans obtained Loans granted
Balances 31 March 2014 31 December
2013
31 March 2014 31 December
2013
Parent company (a) - - - -
Associated companies - - 19,334,271 18,397,346
Other partners and Group companies (b) 2,073,996 2,092,131 - -
2,073,996 2,092,131 19,334,271 18,397,346

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

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

26. TAXATION

As at 31 March 2014 and 2013, Taxation was made up as follows:

31 March 2014
2,121,798
239,886 (688,978)
411,680 1,432,820
171,794

________________________________________________

27. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 31 March 2014 and 2013, the reconciliation of consolidated net profit can be analysed as follows:

________________________________________________

31 March 2014 31 March 2013
Aggregate net profit 14,477,528 8,507,927
Harmonisation adjustments (854,990) 158,243
Elimination of intragroup dividends (20,192,842) (16,349,646)
Share of gains/(losses) of associated undertakings 1,447,815 1,252,707
Elimination of intragroup capital gains/(losses) - 493
Elimination of intragroup impairment (385,636) (253,547)
Adjustments of gains/(losses) on assets disposals - -
Adjustments of gains/(losses) of financial shareholdings sale - 249,969
Others 279,691 -
Consolidated net profit for the year (5,228,434) (6,433,854)

28. EARNINGS PER SHARE

Earnings per share for the periods ended 31 March 2014 and 31 March 2013 were calculated taking into consideration the following amounts:

________________________________________________

31 March 2014 31 March 2013
Net profit
Net profit taken into consideration to calculate basic earnings per share
(Net profit for the period )
(4,996,457) (6,249,484)
Net profit taken into consideration to calculate diluted earnings per share (4,996,457) (6,249,484)
Number of shares
Weighted average number of shares used to calculated basic earnings per
share
246,147,643 248,203,570
Weighted average number of shares used to calculated diluted earnings
per share
246,147,643 248,203,570
Earnings per share (basic and diluted) (0.020299) (0.025179)

29. SEGMENT INFORMATION

In 31 March 2014 and 31 March and 31 December 2013, the following were identified as segments:

________________________________________________

  • Tourism:
  • Resorts
  • Hotels
  • Fitness
  • Other
  • Energy
  • Refrigeration and HVAC
  • Other Assets
  • Real Estate Assets
  • Financial Assets
  • Holding and Others

The contribution of the business segments to the income statement of the periods ended 31 March 2014 and 2013 can be detailed as follows:

31 March 2014
Profit & Loss Account Sales Services rendered Other
operational
income
Total
operational
income
Operational cash
flow (EBITDA)
Resorts 11,280,807 1,302,428 297,780 12,881,015 516,604
Hotels 12,132 1,518,669 90,299 1,621,100 (2,451,498)
Fitness 56,987 3,312,622 150,594 3,520,203 309,329
Other - 237,473 10,543 248,016 (56,454)
Intersegment Adjustments (16) (795,586) (177,903) (973,505) 8,270
Tourism 11,349,910 5,575,606 371,313 17,296,829 (1,673,749)
Energy 7,009,983 118,971 29,253 7,158,207 1,442,290
Refrigeration and HVAC 2,113,310 9,828,107 244,293 12,185,710 (431,259)
Real Estate Assets 181,204 1,887,908 204,866 2,273,978 1,092,854
Financial Assets - 1,135,511 46,516 1,182,027 (143,791)
Intersegment Adjustments - - - - -
Total Other Assets 181,204 3,023,419 251,382 3,456,005 949,063
Holding & Others - 1,517,500 35,102 1,552,602 (624,457)
Intersegment Adjustments (376,446) (2,928,323) 109,180 (3,195,589) (9,293)
Consolidated 20,277,961 17,135,280 1,040,523 38,453,764 (347,405)
31 March 2013
Profit & Loss Account Sales Services rendered Other
operational
income
Total
operational
income
Operational cash
flow (EBITDA)
Resorts 884,560 1,389,365 490,220 2,764,145 (369,554)
Hotels 14,392 1,793,345 160,743 1,968,480 (2,338,787)
Fitness 21,415 2,777,423 372,283 3,171,121 148,924
Other - 293,430 34,164 327,594 3,278
Intersegment Adjustments (322) (843,253) (208,888) (1,052,463) 6,081
Tourism 920,045 5,410,310 848,522 7,178,877 (2,550,058)
Energy 3,250,084 56,660 75,249 3,381,993 851,927
Refrigeration and HVAC 3,151,513 9,950,930 168,691 13,271,134 (15,754)
Real Estate Assets 100,000 1,832,560 125,465 2,058,025 1,003,000
Financial Assets 744 2,154,171 404,348 2,559,263 232,287
Intersegment Adjustments - - - - -
Total Other Assets 100,744 3,986,731 529,813 4,617,288 1,235,287
Holding & Others - 1,366,764 65,887 1,432,651 (409,131)
Intersegment Adjustments (540,185) (3,088,174) (7,851) (3,636,210) (6,835)
Consolidated 6,882,201 17,683,221 1,680,311 26,245,733 (894,564)

The contribution of the business segments to the Balance sheets as at 31 March 2014 and 31 December 2013 can be detailed as follows:

31 March 2014
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Resorts 104,360,993 162,626 145,844,651 250,368,270 151,311,230 316,640 17,897,977 17,831,816
Hotels 891,466 7,701 10,933,319 11,832,487 25,994,896 72,623 - (31,642)
Fitness 9,089,876 20,357 1,884,187 10,994,420 18,706,356 62,755 1,111,332 1,039,668
Other 203,768 341,450 118,306,637 118,851,855 240,023,650 200,042 - (7,980)
Intersegment Adjustments - - (133,386,876) (133,386,876) (139,752,869) - - -
Tourism 114,546,103 532,135 143,581,918 258,660,155 296,283,263 652,060 19,009,309 18,831,862
Energy 26,708,187 129,375 25,776,085 52,613,647 40,007,665 397,701 11,446,715 1,382,478
Refrigeration and HVAC 339,937 70 47,706,884 48,046,892 14,404,695 6,193 799,325 390,835
Real Estate Assets 106,517,789 20,201,446 103,868,649 230,587,884 164,490,877 20,111 877 (1,825,908)
Financial Assets 291,187 14,063,409 42,434,998 56,789,593 25,108,913 78,538 542,653 248,995
Intersegment Adjustments - - 3,734,373 3,734,373 - - - -
Total Other Assets 106,808,975 34,264,855 150,038,019 291,111,849 189,599,790 98,649 543,530 (1,576,913)
Holding & Others 903,614 19,210,102 422,598,395 442,712,107 241,368,913 243,672 227,255,188 226,602,818
Intersegment Adjustments - - (444,608,771) (444,608,771) (441,100,962) - - -
Consolidated 249,306,816 54,136,537 345,092,530 648,535,880 340,563,364 1,398,276 259,054,067 245,631,080
31 December 2013
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Resorts 105,481,311 162,441 154,102,824 259,746,575 156,927,406 617,795 18,335,737 18,238,655
Hotels 1,075,954 7,647 11,789,571 12,873,172 24,015,098 173,498 277 (56,961)
Fitness 9,404,573 20,098 1,768,000 11,192,671 18,637,298 502,800 1,240,792 1,164,515
Other 4,489 341,450 123,672,141 124,018,080 243,598,480 - 24,296 (6,689)
Intersegment Adjustments - - (138,863,336) (138,863,336) (145,227,101) - - -
Tourism 115,966,327 531,637 152,469,199 268,967,163 297,951,181 1,294,093 19,601,101 19,339,520
Energy 21,611,730 2,546 7,349,632 28,963,908 25,241,374 4,541,284 10,539,415 10,535,939
Refrigeration and HVAC 374,001 13 51,577,202 51,951,216 17,781,413 40,013 768,024 116,194
Real Estate Assets 107,375,160 20,084,089 103,648,103 231,107,352 159,783,318 371,489 50,035 (1,066,022)
Financial Assets 234,843 12,366,945 50,785,700 63,387,488 22,995,450 159,677 455,459 283,541
Intersegment Adjustments - - 4,164,013 4,164,013 - - - -
Total Other Assets 107,610,004 32,451,034 158,597,815 298,658,853 182,778,768 531,166 505,494 (782,481)
Holding & Others 735,993 19,013,320 416,120,995 435,870,308 243,563,946 433,778 217,605,606 216,812,506
Intersegment Adjustments - - (450,975,029) (450,975,029) (447,040,605) - - -
Consolidated 246,298,054 51,998,550 335,139,814 633,436,418 320,276,079 6,840,333 249,019,641 246,021,678

Net debt of the Holding can be analysed as follows:

31 March 2014
Inflows
Gross bank debt 227,255,011
Cash and cash equivalents 646,275
Net bank debt 226,608,736
Other Assets (122,128,090)
Intercompany ST Loans Obtained (122,128,090)
Total Inflows 104,480,646
Outflows
Tourism 235,846,252
Other Assets 26,791,780
Intercompany Loans Granted 262,638,032

30. SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 31 March 2014.

________________________________________________

31. APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 8 May 2014.

________________________________________________

INDIVIDUAL FINANCIAL STATEMENTS

31 MARCH 2014

INDIVIDUAL BALANCE SHEETS AS AT 31 MARCH 2014 AND 31 DECEMBER 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

ASSETS Notes 31 March 2014 31 December 2013
NON CURRENT ASSETS:
Tangible assets 3,792 4,668
Investments 4 577,164,879 576,779,243
Deferred tax assets 7 1,461,425 407,059
Other non current assets 5 142,898,195 153,051,695
Total Non Current Assets 721,528,291 730,242,665
CURRENT ASSETS:
Other current assets 6 31,140,404 6,970,428
Cash and cash equivalents 8 645,928 786,250
Total Current Assets 31,786,332 7,756,678
TOTAL ASSETS 753,314,623 737,999,343
EQUITY AND LIABILITIES
EQUITY:
Share Capital 9 250,000,000 250,000,000
Own shares 9 (1,528,907) (1,124,125)
Legal reserve 10 8,611,464 8,307,376
Other reserves 10 293,493,001 287,715,325
Profit / (Loss) for the period 17,432,664 6,081,764
TOTAL EQUITY 568,008,222 550,980,341
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans 11 77,740,021 66,148,229
Bonds 11 10,000,000 9,999,265
Other non current liabilities
Deferred tax liabilities
7 174,358
-
167,556
-
Total Non Current Liabilities 87,914,379 76,315,050
CURRENT LIABILITIES
Suppliers 47,686 229,793
Bank loans 11 88,783,697 90,250,000
Other creditors 12 6,412,218 18,798,082
Other current liabilities 13 2,148,421 1,426,077
Total Current Liabilities 97,392,022 110,703,952
TOTAL EQUITY AND LIABILITIES 753,314,623 737,999,343

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE THREE MONTHS ENDED 31 MARCH 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

Notes 31 March 2014 31 March 2013
Operational income
Other operational income 19,956 4,735
Total operational income 19,956 4,735
Operational expenses
External supplies and services 14 (99,969) (250,074)
Staff costs 16 (498,248) (221,835)
Depreciation and amortisation (876) -
Other operational expenses (8,664) (9,883)
Total operational expenses (607,757) (481,792)
Operational profit/(loss) (587,801) (477,057)
Financial income 17 2,613,491 2,263,683
Financial expenses 17 (2,545,241) (2,261,308)
Net financial income/(expenses) 68,250 2,374
Investment income 17 15,256,422 12,764,392
Profit/(loss) before taxation 14,736,871 12,289,709
Taxation 18 2,695,793 109,176
Profit/(loss) for the period 17,432,664 12,398,885
Profit/(loss) per share
Basic and diluted 18 0.070822 0.049954

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 31 MARCH 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

31 March 2014 31 March 2013
Net profit for the period 17,432,664 12,398,885
Items that may subsequently be reclassified to net income:
Change in currency translation reserve - -
Share of other comprehensive income of associated undertakings and joint
ventures accounted for by the equity method
- -
Change in the fair value of assets available for sale - -
Change in the fair value of cash flow hedging derivatives - -
Income tax relating to components of other comprehensive income
Other comprehensive income for the period
-
-
-
-
Total comprehensive income for the period 17,432,664 12,398,885
Sonae Capital, SGPS, SA
Report and Accounts

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED 31 MARCH 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

Share
Capital
Own
Shares
Legal
Reserve
Fair Value
Reserve
Hedging
Reserve
Other
Reserves
Retained
Earnings
Sub total Net
profit / (loss)
Total Equity
Balance as at 1 January 2013 250,000,000 (264,706) 8,307,376 - - 288,710,416 - 297,017,792 (995,091) 545,757,995
Total comprehensive income for the period - - - - - - - - 12,398,885 12,398,885
Appropriation of profits:
Transfer to legal reserve and retained earnings
- - - - - (995,091) - (995,091) 995,091 -
Dividends distributed
Acquisition/(disposal) of own shares
-
-
-
(204,721)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(204,721)
Others - - - - - - - - - -
Balance as at 31 March 2013 250,000,000 (469,427) 8,307,376 - - 287,715,325 - 296,022,701 12,398,885 557,952,160
Balance as at 1 January 2014 250,000,000 (1,124,126) 0 8,307,376 - - 287,715,325 - 296,022,701 6,081,764 550,980,340
Total comprehensive income for the period - - - - - - - - 17,432,664 17,432,664
Appropriation of profits:
Transfer to other reserves and legal reserve
- - 304,088 - - 5,777,676 - 6,081,764 (6,081,764) -
Dividends distributed
Acquisition/(disposal) of own shares
-
-
-
(404,782)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(404,782)
Others - - - - - - - - - -
Balance as at 31 March 2014 250,000,000 (1,528,907) 8,611,464 - - 293,493,001 - 302,104,465 17,432,664 568,008,222

The accompanying notes are an integral part of these financial statements

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE THREE MONTHS ENDED 31 MARCH 2014 AND 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

31 March 2014 31 March 2013
OPERATING ACTIVITIES
Cash paid to trade creditors 276,150 276,517
Cash paid to employees 278,105 158,335
Cash flow generated by operations (554,255) (434,851)
Income taxes (paid)/received 509 506
Other cash receipts/(payments) relating to operating activities (256,848) (506,713)
Net
c
as
h flow from operat
ing ac
t
ivit
ies
[
1]
(811,612) (942,070)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 4,976,330 5,051,168
Loans granted - 6,098,450
4,976,330 11,149,618
Cash payments arising from:
Investments
Tangible assets
Loans granted (445,640) 5,204,000
Net
c
as
h flow from inves
t
ment
ac
t
ivit
ies
[
2]
(445,640)
5,421,970
5,204,000
5,945,618
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 11,550,000 6,950,000
11,550,000 6,950,000
Cash Payments arising from:
Interest and similar costs
Acquisition of own shares
2,043,795
404,783
1,891,029
204,721
Loans obtained 13,935,800
16,384,378
10,125,500
12,221,250
Net
c
as
h flow from financ
ing ac
t
ivit
ies
[
3]
(4,834,378) (5,271,250)
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] (224,020) (267,702)
Cash and cash equivalents at the beginning of the period 8 786,250 373,019
Cash and cash equivalents at the end of the period 8 562,230 105,317

The accompanying notes are an integral part of these financial statements

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED 31 March 2014

(Translation of the individual financial statements originally issued in Portuguese) (Amounts expressed in euro)

1. INTRODUCTION

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

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

2. PRINCIPAL ACCOUNTING POLICIES

The principal 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 2013.

Basis of preparation

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

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

3. CHANGES IN ACCOUNTING POLICIES

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

As at 31 March 2014 and 31 December 2013 Investments are detailed as follows:

31 March 2014 31 December 2013
Investments in affiliated and associated undertakings 584,195,526 584,195,526
Investments in other companies
Sonae RE - (0,04%) 1,200 1,200
Fundo Invest. Imob. Imosonae Dois - (0,001%) 2,546 2,546
584,199,272 584,199,272
Impairment (7,034,394) (7,420,029)
577,164,879 576,779,243

4.1 Investments in affiliated and associated undertakings

As at 31 March 2014 and 31 December 2013, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.

31 March 2014 31 December 2013
Company % Held Fair Book Value Fair Value % Held Fair Fair Value
Value Reserve Value Book Value Reserve
SC, SGPS, SA 100.00 - 382,638,253 - 100.00 - 382,638,253 -
Spred, SGPS, SA 54.05 - 40,000,000 - 54.05 - 40,000,000 -
SC Assets, SGPS, SA 76.64 - 82,000,000 - 76.64 - 82,000,000 -
Sonae Turismo, SGPS, SA 23.08 - 37,500,000 - 23.08 - 37,500,000 -
Fundo Esp.Inv.Imo.Fec. WTC 59.57 - 42,057,273 - 59.57 - 42,057,273 -
Total - 584,195,526 - - 584,195,526 -

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

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

As at 31 March 2014 and 31 December 2013, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below.

31 March 2014 31 December 2013
Fundo Esp.Inv.Imo.Fec. WTC (534,394) (920,029)
Sonae Turismo, SGPS, SA (6,500,000) (6,500,000)
(7,034,394) (7,420,029)

5. OTHER NON CURRENT ASSETS

As at 31 March 2014 and 31 December 2013 Other Non Current Assets are detailed as follows:

31 March 2014 31 December 2013
Loans granted to group companies:
SC, SGPS, SA 111,185,153 121,338,653
SC Assets, SGPS, SA 31,713,043 31,713,043
142,898,195 153,051,695

These assets were not due or impaired as at 31 March 2014. 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.

6. OTHER CURRENT ASSETS

As at 31 March 2014 and 31 December 2013 Other Current Assets can be detailed as follows:

31 March 2014 31 December 2013
Group companies - Dividends:
SC, SGPS, SA 11,576,947 -
SC Assets SGPS, SA 2,184,535 -
Spred SGPS, SA 1,109,304 -
Group companies - Short term loans:
SC, SGPS, SA 5,776,360 232,300
SC Assets SGPS, SA 4,491,300 327,500
Income tax withheld 2,497,115 847,476
Other Debtors 79,990 81,727
Accrued income 2,618,493 4,984,735
Deferred costs 806,360 496,690
31,140,404 6,970,428

Loans granted to group companies bear interest at market rates and are repayable within one year.

The amount recorded as accrued income includes EUR 2,618,493 for interest on loans granted to group companies.

Under the heading deferred costs include EUR 748,563 relating to bank charges.

7. DEFERRED TAXES

Deferred tax assets and liabilities as at 31 March 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
31 March 2014 31 December 2013 31 March 2014 31 December 2013
Tax losses carried forward 1,461,425 407,059 -
-
Others - - -
-

During the periods ended 31 March 2014 and 31 December 2013, movements in Deferred tax are as follows:

Deferred tax assets Deferred tax liabilities
31 March 2014 31 December 2013 31 March 2014 31 December 2013
Opening balance 407,059 429,213 -
778
Effect in results ( Nota 17):
Tax losses carried forward 1,054,366 12,108 -
-
Others - (34,262) -
(778)
1,461,425 407,059 -
-
Effect in reserves: - - -
-
Closing balance 1,461,425 407,059 -
-

8. CASH AND CASH EQUIVALENTS

As at 31 March 2014 and 31 December 2013 Cash and Cash Equivalents can be detailed as follows:

31 March 2014 31 December 2013
Cash 1,004 1,004
Bank deposits 644,924 785,247
Cash and cash equivalents in the balance sheet 645,928 786,250
Bank overdrafts (83,697) -
Cash and cash equivalents in the cash flow statement 562,230 786,250

9. SHARE CAPITAL

As at 31 March 2014 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.

In 2014, Sonae Capital SGPS, S.A. bought 1,034,500 own shares on the stock market, representing 0.4138% of its share capital, for a total consideration of 404,782.67 euro. As at 31 March 2014, the total of own shares bought by the company is 6,154,062, representing 2.462% of its share capital.

10. RESERVES

As at 31 March 2014, and 31 December 2013 the caption Other Reserves can be detailed as follows:

31 March 2014 31 December 2013
Free reserves 159,325,841 153,952,948
Demerger reserve 132,638,252 132,638,252
Own shares reserve 1,528,907 1,124,125
293,493,001 287,715,325

The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, 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.

Legal Reserve: According to the Company Law, at least 5% of the annual net profit must be transferred to the legal reserve until it represents 20% of share capital. This reserve cannot be distributed to shareholders, unless the company is liquidated, but can be used to cover prior year losses, once other reserves have been used fully, or for capital increases. As at 31 March 2014 the value of this caption is 8,611,464 euro.

11. LOANS

As at 31 March 2014 and 31 December 2013 this caption included the following loans:

31 March 2014 31 December 2013
Current Non Current Current Non Current
Bank Loans
Sonae Capital SGPS - Commercial paper
a)
73,450,000 - 75,000,000 -
Sonae Capital SGPS - Commercial paper
d)
8,250,000 - 8,250,000 -
Sonae Capital SGPS - Commercial paper
b)
- 24,200,000 - 12,650,000
Sonae Capital SGPS - Commercial paper
c)
- 30,000,000 - 30,000,000
Sonae Capital SGPS - Term loan
e)
7,000,000 24,000,000 7,000,000 24,000,000
Up-front fees not yet charged to income statement - (459,979) - (501,771)
88,700,000 77,740,021 90,250,000 66,148,229
Bank overdrafts (Nota 8) 83,697 - - -
88,783,697 77,740,021 90,250,000 66,148,229
Bond Loans
Nominal value of bonds Sonae Capital 2011/2016
f)
- 10,000,000 - 10,000,000
Up-front fees not yet charged to income statement - - - (735)
- 10,000,000 - 9,999,265
88,783,697 87,740,021 90,250,000 76,147,494
  • a) Commercial Paper Programme issued on 28 March 2008 without subscription guarantee, valid for a period of 10 years, which may be extended at the option of the Company; 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 issued on 31 March 2011 with subscription guarantee and valid till August 2018 for a period of 5 years. Early repayment can occur under the terms of the Call / Put Option on August 2016. This loan is guaranteed by a mortgage of investment properties;
  • c) Commercial Paper Programme issued on 27 December 2012 with subscription guarantee and valid for a period of 5 years;
  • d) Commercial Paper Programme issued on 31 December 2013 with subscription guarantee and valid for a period of 3 years;
  • e) Bank loan started on 2 June 2011 valid for six years and repayable in six annual instalments. This loan is guaranteed by a mortgage of investment properties and pays interest every three months;
  • f) Sonae Capital, SGPS 2011/2016, repayable after 5 years, in one instalment, on 17 January 2016. This bond issue pays interest every six months.

The average interest rate of these bond loans as at 31 March 2014 was 3.50%.

The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.

There are no Derivatives.

12. OTHER CREDITORS

As at 31 March 2014 and 31 December 2013, these captions were made up as follows:

31 March 2014 31 December 2013
Other creditors
Group companies - Short term loans:
Spred, SGPS, SA 6,410,370 18,796,170
Other creditors 1,848 1,912
6,412,218 18,798,082

Loans obtained from group companies bear interest at market rates and are repayable within one year.

13. OTHER CURRENT LIABILITIES

As at 31 March 2014 and 31 December 2013, these captions were made up as follows:

31 March 2014 31 December 2013
Other current liabilities
Taxes payable 122,930 80,830
Accruals:
Staff costs 380,814 235,119
Interest payable 1,598,426 1,101,139
Other accruals 43,635 4,410
Deferred income 2,616 4,578
2,148,421 1,426,077

14. EXTERNAL SUPPLIES AND SERVICES

As at 31 March 2014 and 31 March 2013, External Supplies and Services can be detailed as follows:

31 March 2014 31 March 2013
Operational rents 12,538 10,499
Insurance costs 12,408 12,045
Travelling expenses 6,389 4,984
Services obtained 60,787 216,054
Other services 847 6,492
92,969 250,074

15. STAFF COSTS

As at 31 March 2014 and 31 March 2013, Staff Costs are made up as follows:

31 March 2014 31 March 2013
Governing bodies' remunerations 454,088 180,604
Social security contributions 34,042 17,193
Other staff costs 10,118 24,038
498,248 221,835

16. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 31 March 2014 and 31 March 2013, Net Financial Expenses and Investment Income can be detailed as follows:

31 March 2014 31 March 2013
Interest payable and similar expenses
Interest arising from:
Bank loans (1,741,868) (1,766,661)
Bonds (119,011) (119,793)
Other (20,079) (28,700)
Other financial expenses (664,284) (346,153)
(2,545,241) (2,261,308)
Interest receivable and similar income
Interest income 2,613,491 2,263,683
2,613,491 2,263,683
Net financial expenses 68,250 2,374
Reversal of Impairment losses (Note 4.1) 385,636 409,147
Dividends received 14,870,786 12,355,245
Other income - -
Investment income 15,256,422 12,764,392

As at 31 March 2014, the amount of dividends received from affiliated companies was as follows:

SC ASSETS, SGPS, SA 2,184,535
SC, SGPS, SA 11,576,947
SPRED, SGPS, SA 1,109,304
14,870,786

17. TAXATION

As at 31 March 2014 and 31 March 2013, Taxation is made up as follows:

31 March 2014 31 March 2013
Current tax 1,641,427 (2,351)
Deferred tax 1,054,366 111,527
2,695,793 109,176

18. EARNINGS PER SHARE

Earnings per share for the three months periods ended 31 March 2014 and 2013 were calculated taking into consideration the following amounts:

31 March 2014 31 March 2013
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period ) 17,432,664 12,398,885
Effect of dilutive potential shares - -
Net profit taken into consideration to calculate
diluted earnings per share 17,432,664 12,398,885
Number of shares
Weighted average number of shares used to calculate
basic earnings per share 246,147,643 248,203,570
Weighted average number of shares used to calculate
diluted earnings per share 246,147,643 248,203,570
Earnings per share (basic and diluted) 0.070822 0.049954

19. INFORMATION REQUIRED BY LAW

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 31 March 2014 no shareholders' loan contracts were entered.

In the period ended 31 March 2014 short-term loan contracts were entered with the companies Spred, SGPS, SA.

As at 31 March 2014 amounts due by affiliated companies can be summarized as follows:

Loans and Short term loans granted

Companies Closing Balance
SC, SGPS, SA 116,961,513
SC Assets, SGPS, SA 36,204,343
153,165,855

As at 31 March 2014 amounts due to affiliated companies can be summarized as follows: Short term loans obtained

Companies Closing Balance
Spred, SGPS, SA 6,410,370
6,410,370

20. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 8 May 2014.

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