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Samba Digital SGPS S.A

Quarterly Report Nov 29, 2013

6003_10-q_2013-11-29_3be355b5-29b9-4530-b9ff-ee1bb4b368ce.pdf

Quarterly Report

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REPORT AND ACCOUNTS

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

INDEX

REPORT OF THE BOARD OF DIRECTORS 3
1.
HIGHLIGHTS
4
2.
OVERALL PERFORMANCE
5
3.
SEGMENT PERFORMANCE
8
GLOSSARY 12
CONSOLIDATED FINANCIAL STATEMENTS 13

REPORT OF THE BOARD OF DIRECTORS

30 SEPTEMBER 2013

1. HIGHLIGHTS

EXPRESSIVE PERFORMANCE IMPROVEMENTS IN THE THIRD QUARTER OF THE YEAR …

  • Turnover up 36%, leveraging in,
  • troiaresort's real estate asset sales (+4.9 M.€)
  • ► Sistavac Group's international and domestic operations performance (+37%)
  • ► Hospitality's improved summer season figures (+0.8 M.€, of which 0.5 M.€ in troiaresort hotel units)
  • Recurrent EBITDA (a) of 4.5 M.€, 80% up on previous year's comparable, improving across all business lines through both increases in activity levels and improvements in the operations efficiency

… ADD UP TO THE SHIFT TOWARDS POSITIVE OPERATIONAL PERFORMANCE IN THE NINE MONTHS PERIOD…

  • Turnover up 17%, to 97.7 M.€
  • Recurrent EBITDA reached 5.1 M.€, compared to -0.2 M.€ in 9M12

CONTRIBUTING TO POSITIVE 15 M.€ FREE CASH FLOW BEFORE DEBT SERVICE IN THE NINE MONTHS PERIOD, AND TO A NET DEBT DECREASE, TO 251.4 M.€, ITS LOWEST LEVEL SINCE 2008.

Net profit was negative 14.2 M.€ in the nine months period, improving from negative 14.8 M.€ in the previous year (excluding one-off non-cash income from 2012 net profit figure b))

We highlight as relevant information, that up to today, and since the beginning of the year, sales efforts in troiaresort translated into 57 units (+30 units than those reported in our previous report), including 28 sales deeds, 18 promissory purchase agreements and 11 reservation agreements.

  • (a) EBITDA excluding restructuring costs arising from cost optimization plans, including those previously disclosed and ongoing plans and adjustment referred to in (b) below.
  • (b) Adjustment arising from the value update of Imosede Fund's participation units.

2. OVERALL PERFORMANCE

Consolidated Profit and Loss
Million euro
3Q13 3Q12 D 13/12 9M13 9M12 D 13/12
Total Operational Income 45.4 37.0 +22.6% 103.5 92.6 +11.7%
Turnover
Other Operational Income
2.3 5.2 43.1 31.8 +35.6% 97.7 83.7 +16.7%
-56.6%
5.8 8.9 -35.4%
Total Operational Costs -40.1 -31.6 -26.9% -97.4 -90.2 -8.0%
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses
-2.9 -12.7 -10.0
1.0
-15.2 -11.8
-
-8.9 -9.5 +7.2% -26.6 -28.0 +4.7%
-0.6 -1.3 +54.6%
-26.8% -30.6 -25.9
-28.5% -37.0 -32.7
-1.6 -0.9 -18.1%
-72.7%
-13.0%
-1.6 -2.6 +40.6%
Recurrent EBITDA 4.5 2.5 +80.3% 5.1 -0.2 -
EBITDA 4.2 5.0 -15.5% 4.3 1.8 >100%
EBIT 1.0 2.0 -52.6% -5.5 -8.2 +32.7%
Net Financial Expenses -3.1 -3.0 -5.3% -8.4 -8.6 +1.8%
Investment Income and Results from Assoc.
Undertakings
1.3 18.7 -93.1% 4.2 20.7 -79.4%
EBT -0.9 17.7 - -9.7 3.9 -
Taxation -1.4 -2.9 +52.2% -4.5 -1.8 <-100%
Net Profit -2.2 14.9 - -14.2 2.1 -
Attributable to Equity Holders of Sonae Capital
Attributable to Non-Controlling Interests
0.3 -2.5 14.7 0.2 +69.7% - -14.5 2.2
0.3 -0.2
-
-

Consolidated Balance Sheet Million euro

9M13 2012 D 13/12
Total Assets 640.7 657.4 -2.5%
Tangible and Intangible Assets 247.8 253.9 -2.4%
Goodwill 61.0 61.0 +0.0%
Non-Current Investments 52.1 55.0 -5.2%
Other Non-Current Assets 47.2 48.3 -2.3%
Stocks 185.9 187.8
Trade Debtors and Other Current Assets 42.5 48.1 -11.7%
Cash and Cash Equivalents 4.2 3.2 +30.8%
Total Equity 312.9 324.0 -3.4%
Total Equity attributable to Equity Holders of Sonae Capital304.2 315.2 -3.5%
Total Equity attributable to Non-Controlling Interests 8.7 8.7 -0.4%
Total Liabilities 327.9 333.5 -1.7%
Non-Current Liabilities 170.5 180.1 -5.3%
Non-Current Borrowings 149.2 158.7 -5.9%
Deferred Tax Liabilities 13.9 14.3 -2.9%
Other Non-Current Liabilities 7.4 7.1 +4.0%
Current Liabilities 157.3 153.4 +2.6%
Current Borrowings 106.4 100.6 +5.7%
Trade Creditors and Other Current Liabilities 50.9 52.7 -3.4%
Total Equity and Liabilities 640.7 657.4 -2.5%

Turnover reached 43.1 million euro in the third quarter of the year, representing a 35.6% growth over the comparable period,

mostly driven by real estate sales in troiaresort and by the Sistavac Group.

The quarter's turnover performance positively contributed to the nine months 16.7% turnover growth, to 97.7 million euro.

Recovery in activity levels translated into a 2.0 million euro growth in the quarter's recurrent EBITDA, up to 4.5 million euro,

comprising an improvement in contributions from Resorts (+56%), Sistavac Group (up 0.9 million euro) and Hotels (up 0.4 million euro), all of which, together with the Energy business,

posted positive contributions to the quarter's recurrent EBITDA.

Nine months corresponding figure remained at positive 5.1 million euro, significantly above last year's negative 0.2 million euro.

9M13 2012 2011 Net Capital Employed 564.3 580.0 598.0 Capex in the Period 4.4 12.1 11.0 Working Capital 177.4 183.2 208.8 Equity 312.9 324.0 336.9 Net Debt 251.4 256.1 261.1 Net Debt / Capital Employed 44.6% 44.1% 43.7% Gearing 80.3% 79.0% 77.5%

Net Capital Employed

Million euro

Capex amounted to 4.4 million euro in the first nine months of the year, and as in previous periods, is mostly explained by the Energy business contribution,

of which circa 1.3 million euro regard investment in a photovoltaic plant.

Net profit was negative 2.2 million euro in the quarter,

and negative 14.2 million euro in the nine months reporting period.

In either case, change towards the previous year figures (positive 14.9 and 2.1 million euro) is mostly explained by the non-recurrent one off impact from the change in the accounting method of Imosede Fund participation units (totaling positive 17.1 million euro) which was accounted for in the third quarter of 2012.

As at 30 September 2013, Net Debt amounted to 251.4 million euro (237.2 million euro excluding debt from the Energy business),

representing a 8 million euro decrease compared to the end of the previous quarter, and its lowest level since 2008.

Following the policies and measures implemented to manage liquidity and bank relationship risks, the Group does not foresee any risks which may affect businesses as a going concern.

3. SEGMENT PERFORMANCE

SONAE TURISMO

Sonae Turismo's turnover reached 18.7 million euro in the quarter,

which represents a significant 44% increase compared to the third quarter of the previous year, mainly anchored in the Resorts and Hotels business units.

Year to date turnover grew accordingly, amounting to 34.3 million euro (from 28.7 million euro in 2012).

Recurrent EBITDA in the quarter reached positive 2.4 million euro, compared to positive 0.5 million euro in the previous year, once again with improved contributions from all operational business segments.

Despite of the good operational performance in the quarter, recurrent EBITDA for the nine months did not reach positive ground, although improving 71% to negative 1.6 million euro.

9M12 Resorts Fitness Hotels Others 9M13
+1.2 +0.2 -1.6
-5.3 +1.3 +1.1

The Hotel business delivered a negative contribution in the nine months (-3.0 million euro), which was partially offset by positive contributions from Resorts and Fitness (1.0 million euro and 0.2 million euro, respectively).

RESORTS

As at the date of this report, real estate contracts signed regarding residential units in troiaresort include 28 sales deeds (18 until 30 September),

18 promissory purchase agreements, and 11 reservation agreements (the latter including the payment of a reservation fee).

FITNESS

Set within the strategic objectives of increasing the scale of operation, following a capital light strategy, and growing average profitability, the business has been managing a third party owned fitness center since August 2013 (still with marginal contribution to third quarter figures).

Excluding the contribution from the discontinued fitness operation in Spain, turnover grew 0.3 million euro in the quarter and 0.1 million euro in the nine months.

*Excluding the contribution from the discontinued fitness operation in Spain.

Recurrent EBITDA improved 0.3 million euro in the quarter, remaining marginally negative at -0.1 million euro mainly due to the seasonality effect on business.

In the nine months period, recurrent EBITDA remained at positive 0.2 million euro (negative 0.7 million euro in the comparable 2012 period), benefiting from the increase in the membership basis and from increased operational efficiency.

HOTELS

Summer season delivered two digit growth in turnover from all of the Group's hotel units (+17% in troiaresort, +14% in Porto Palácio and +12% in Lagos), with the most significant contribution arising from Troia's units (3.6 million euro), driven by the 18% increase in the number of room nights sold in the quarter.

Besides the better summer season outcome, the nine months turnover (up 18% to 11.6 million euro) has also profited from increased international occupancy in troiaresort units (mainly driven by golf and groups segment) and from growth in MICE and corporate segments in Porto Palácio Hotel.

EBITDA in the quarter achieved positive 0.6 million euro (0.2 million euro in the third quarter of 2012), still not enough to reach operational breakeven in the nine months, despite of a significant 1.2 million euro improvement over the previous year.

ENERGY

Quarterly performance evidences the steady turnover and EBITDA profile of the Energy business portfolio.

Growth in the nine months period is explained by the contribution of Vale de Cambra cogeneration plant, which only started operating in the second half of 2012.

Once the new photovoltaic plant starts its full operation, the power under management will rise to 19.3 MW.

REFRIGERATION, HVAC

Sistavac Group's international turnover (consolidating exports from Portugal and direct sales abroad) has grown by 75% in the first nine months of the year, amounting to 9.2 million euro.

Turnover performance in Portugal has been positive in the nine months, growing 14%, to 35.4 million euro. New commercial refrigeration projects were the main catalysts of this increase.

Recurrent EBITDA performance in Portugal was driven by increased activity levels and continued cost optimization efforts. Internationally, the Brazilian operation is the sole driver of EBITDA growth, mainly through increased activity levels.

As already noted, this business area still encloses potential for additional efficiency gains.

*Arising from rentals and sale of non-strategic real estate assets.

Non-strategic assets, which are available for sale, include:

REAL ESTATE ASSETS (excluding Sonae Turismo)

Sales pace has been slow regarding this group of assets, with sales deeds amounting to 0.3 million euro in the first nine months of the year.

Addressing current market trends and the demand profile for such type of assets, 61 rental contracts regarding City Flats were signed up to today (with 47 apartments remaining available for sale/rental).

As at 30 September, capital employed in real estate assets (excluding Sonae Turismo assets) amounted to 129.2 million euro:

(note: external valuation reported at 31 December 2011 - Cushman & Wakefield)

FINANCIAL SHAREHOLDINGS

Major assets as at 30 September:

Asset % Shareholding
Norscut 36.00%
Imosede Fund 25.85%
Saúde Atlântica (Healthcare)** 50.00%
Lidergraf 24.50%

**Sold in October 2013.

In the reporting period, the main change in this segment regards the sale of 6.51% stake in Imosede Real Estate Investment Fund, which occurred in March 2013, generating a 10 million euro cash inflow.

The Group proceeds with efforts aimed at selling non-strategic assets, in order to foster deleveraging and support future growth plans.

Maia, 20 November 2013

GLOSSARY

  • HVAC = Heating, Ventilation and Air Conditioning.
  • EBITDA = Operational Profit (EBIT) + Amortization and Depreciation + Provisions and Impairment Losses (excluding those regarding receivables) + Impairment Losses of Real Estate Assets in Stocks (included in Costs of Goods Sold) – Reversal of Impairment Losses and Provisions (included in Other Operating Income, excluding those regarding receivables).
  • Net Debt = Non-Current Loans + Current Loans – Cash and Cash Equivalents – Current Investments.

  • Capex = Investment in Tangible and Intangible Assets.

  • Gearing Ratio = Net Debt / Equity.

30 SEPT TEMBER 2013

CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2013 AND 31 DECEMBER 2012

(Amounts expressed in euro)

ASSETS Notes 30.09.2013 31.12.2012
NON-CURRENT ASSETS:
Tangible assets
7 240,265,741 246,117,450
Intangible assets 7 7,566,331 7,831,062
Goodwill 8 60,988,643 60,988,643
Investments in associated companies 5 10,568,303 4,666,035
Other investments 6 and 9 41,539,054 50,325,207
Deferred tax assets 13 27,629,242 27,849,077
Other non-current assets 10 19,567,103 20,481,928
Total non-current assets 408,124,417 418,259,402
CURRENT ASSETS:
Stocks 11 185,894,890 187,800,644
Trade account receivables and other current assets 12 42,472,398 48,109,558
Cash and cash equivalents 14 4,242,946 3,244,695
Total Current Assets 232,610,234 239,154,897
TOTAL ASSETS 640,734,651 657,414,299
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 250,000,000 250,000,000
Own Shares 15 (766,053) (264,705)
Reserves and retained earnings 69,425,085 76,606,169
Profit/(Loss) for the year attributable to the equity holders of Sonae (14,455,259) (11,092,003)
Equity attributable to the equity holders of Sonae Capital 304,203,773 315,249,461
Equity attributable to non-controlling interests 16 8,675,967 8,707,639
TOTAL EQUITY 312,879,740 323,957,100
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 17 149,243,515 158,675,673
Other non current liabilities 19 4,280,077 3,997,310
Deferred tax liabilities 13 13,929,383 14,344,526
Provisions 22 3,079,824 3,079,824
Total Non-Current Liabilities 170,532,799 180,097,333
CURRENT LIABILITIES:
Loans 17 106,381,501 100,639,248
Trade creditors and other current liabilities 21 49,285,320 51,565,511
Provisions 22 1,655,291 1,155,107
Total Current Liabilities 157,322,112 153,359,866
TOTAL LIABILITIES 327,854,911 333,457,199
TOTAL EQUITY AND LIABILITIES 640,734,651 657,414,299

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2013 AND 2012

(Amounts expressed in euro)

Notes 30.09.2013 30.09.2012
Sales 43,618,251 36,797,815
Services rendered 54,108,957 46,925,087
Other operating income 5,751,397 8,907,833
Cost of sales (30,637,917) (25,932,722)
Changes in stocks of finished goods and work in progress (1,584,388) (917,312)
External supplies and services (36,997,708) (32,742,326)
Staff costs (26,646,362) (27,968,911)
Depreciation and amortisation (10,002,029) (10,153,238)
Provisions and impairment losses (1,577,485) (504,815)
Other operating expenses (1,559,738) (2,626,772)
Operational profit/(loss) (5,527,022) (8,215,361)
Financial Expenses (9,242,156) (9,833,650)
Financial Income 820,269 1,255,746
Profit/(Loss) in associated undertakings 5 3,671,861 4,896,810
Investment income 575,658 15,760,218
Profit/(Loss) before taxation (9,701,390) 3,863,763
Taxation 25 (4,454,804) (1,795,879)
Profit/(Loss) for the year 26 (14,156,194) 2,067,884
Attributable to:
Equity holders of Sonae Capital (14,455,259) 2,237,698
Non-controlling interests 16 299,065 (169,814)
Profit/(Loss) per share
Basic 27 (0.058369) 0.008966
Diluted 27 (0.058369) 0.008966

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 3rd QUARTERS OF 2013 AND 2012

(Amounts expressed in euro)

Notes 3rd Quarter 13 1 3rd Quarter 12 1
Sales 20,485,801 13,097,398
Services rendered 22,642,983 18,717,391
Other operating income 2,266,556 5,222,443
Cost of sales (12,654,518) (9,977,276)
Changes in stocks of finished goods and work in progress (2,882,322) 975,897
External supplies and services (15,169,006) (11,804,396)
Staff costs (8,855,790) (9,547,491)
Depreciation and amortisation (3,288,971) (2,977,566)
Provisions and impairment losses (992,658) (377,905)
Other operating expenses (584,216) (1,286,335)
Operational profit/(loss) 967,859 2,042,160
Financial Expenses (3,331,423) (3,335,498)
Financial Income 221,659 381,069
Profit/(Loss) in associated undertakings 1,229,325 1,820,507
Investment income 62,053 16,840,981
Profit/(Loss) before taxation (850,527) 17,749,219
Taxation (1,378,840) (2,886,153)
Profit/(Loss) for the period (2,229,367) 14,863,066
Attributable to:
Equity holders of Sonae Capital (2,526,127) 14,688,175
Non-controlling interests 296,760 174,891
Profit/(Loss) per share
Basic (0.010277) 0.058848
Diluted (0.010277) 0.058848

The accompanying notes are part of these financial statements.

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2013 AND 2012

(Amounts expressed in euro)

30.09.2013 30.09.2012
Consolidated net profit/(loss) for the period (14,156,194) 2,067,884
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences (150,113) 1,166,383
Share of other comprehensive income of associates and joint
ventures accounted for by the equity method (Note 5)
2,193,407 (324,852)
Change in the fair value of assets available for sale 1,252,774 -
Change in the fair value of cash flow hedging derivatives 906,501 (773,954)
Tax related to other comprehensive income captions (320,896) -
Other comprehensive income for the period 3,881,673 67,577
Total comprehensive income for the period (10,274,521) 2,135,461
Attributable to:
Equity holders of Sonae Capital (10,543,600) 2,336,870
Non-controlling interests 269,079 (201,409)

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 3rd QUARTERS OF 2013 AND 2012

(Amounts expressed in euro)

3rd Quarter 13 1 3rd Quarter 12 1
Consolidated net profit/(loss) for the period (2,229,367) 14,863,066
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences (76,603) (26,713)
Share of other comprehensive income of associates and
joint ventures accounted for by the equity method (Note 5)
488,737 (366,114)
Change in the fair value of assets available for sale 419,084 -
Change in the fair value of cash flow hedging derivatives 192,132 (420,807)
Tax related to other comprehensive income captions (104,771) -
Other comprehensive income for the period 918,579 (813,634)
Total comprehensive income for the period (1,310,788) 14,049,432
Attributable to:
Equity holders of Sonae Capital (1,587,438) 13,886,288
Non-controlling interests 276,650 163,144

The accompanying notes are part of these financial statements.

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

(Amounts expressed in Euro)

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(1,4
90)
-
(300
)
,000
-
(750
)
(1)
-
(300
)
,000
(501
8)
,34
-
(1,4
91)
Bala
at 3
0 Se
pte
mbe
r 20
13
nce
as
250
,000
,000
(766
3)
,05
132
,63
8,2
53
(119
5)
,09
1,40
5,8
56
(1,4
)
43,
193
(63,
6)
056
,73
69,
425
,08
5
(14,
9)
455
,25
304
,20
3,7
73
8,6
75,
967
312
,87
9,7
40

The accompanying notes are part of these financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE NINE MONTHS AND THREE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

(Amounts expressed in Euro)

Notes 30.09.2013 30.09.2012 3rd Quarter 13 1 3rd Quarter 12 1
OPERATING ACTIVITIES:
Cash receipts from trade debtors 99,229,381 83,257,825 47,210,961 30,839,612
Cash receipts from trade creditors (63,807,381) (53,264,185) (24,090,777) (20,131,577)
Cash paid to employees (25,687,886) (28,202,241) (9,024,416) (9,483,121)
Cash flow generated by operations 9,734,114 1,791,399 14,095,768 1,224,914
Income taxes (paid) / received (1,483,227) (61,463) 382,756 406,322
Other cash receipts and (payments) relating to operating activities (2,161,629) 2,312,987 (4,057,780) 1,377,789
Net cash flow from operating activities (1) 6,089,258 4,042,923 10,420,744 3,009,025
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 12,860,404 9,204,903 2,466,542 9,185,418
Tangible assets 1,092,356 206,081 322,289 37,511
Intangible assets 9,417 - - -
Interest and similar income 207,082 486,708 176,629 356,165
Dividends 220,681 214,698 62,053 67,311
14,389,940 10,112,390 3,027,513 9,646,405
Cash Payments arising from:
Investments (69,325) (324,718) (41,075) (60,000)
Tangible assets (4,550,598) (7,830,999) (2,149,743) (1,894,738)
Intangible assets (122,850) (417,440) (58,246) (405,264)
Loans granted (476,203) - (10,318) -
(5,218,976) (8,573,157) (2,259,382) (2,360,002)
Net cash used in investment activities (2) 9,170,964 1,539,233 768,131 7,286,403
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 23,706,279 51,323,534 5,325,801 17,720,110
23,706,279 51,323,534 5,325,801 17,720,110
Cash Payments arising from:
Loans obtained (26,885,100) (45,658,091) (12,938,138) (23,728,422)
Interest and similar charges (10,652,947) (10,875,473) (4,021,752) (4,273,525)
Dividends (300,000) - (300,000) -
Purchase of own shares (501,348) (64,857) (240,668) (1,930)
(38,339,395) (56,598,421) (17,500,558) (28,003,877)
Net cash used in financing activities (3) (14,633,116) (5,274,887) (12,174,757) (10,283,767)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 627,106 307,269 (985,882) 11,661
Effect of foreign exchange rate 48,462 12,113 38,603 27,825
Cash and cash equivalents at the beginning of the period 14 2,609,152 2,986,070 4,212,281 3,297,390
Cash and cash equivalents at the end of the period 14 3,187,796 3,281,226 3,187,796 3,281,226

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 NINE MONTHS ENDED 30 SEPTEMBER 2013

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

  • Sonae Turismo, 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".

2. MAIN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2012.

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 2013, did not have material impacts in the financial statements as at 30 September 2013.

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 September 2013 and 31 December 2012, are as follows:

Percentage of capital held
30 September 2013 31 December 2012
Company Head Office Direct Total Direct Total
Sonae Capital SGPS, SA Maia Holding Holding Holding Holding
Sonae Turismo
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%
Casa da Ribeira - Hotelaria e Turismo, SA a) Marco de
Canaveses
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%
4) Sete e Meio-Investimentos e Consultadoria,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
Ecociclo II – Energias, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum Colombo – Energia, SA a) Maia 100.00% 100.00% 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%
3) Integrum Vale do Tejo – Energia, SA a) Maia 100.00% 100.00% - -
Refrigeration, HVAC
Friengineering, SA 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%
SKK-Central de Distr., 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%
Bloco W-Sociedade Imobiliária, SA a) Matosinhos 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%
Cronosaúde – Gestão Hospitalar, SA a) Porto 100.00% 50.00% 100.00% 50.00%
Empreend.Imob.Quinta da Azenha, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) 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%
1) Imoferro-Soc.Imobiliária, 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%
Invesaude – Gestão Hospitalar, SA a) Maia 100.00% 50.00% 100.00% 50.00%
Martimope - Sociedade Imobiliária, 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%
Saúde Atlântica - Gestão Hospitalar, SA a) Maia 50.00% 50.00% 50.00% 50.00%
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%
3) Spinarq-Moçambique, Lda a) Maputo
(Mozambique)
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%
1) 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%
2) SKKFOR - Ser.For.e Desen. de Recursos, SA a) Maia 100.00% 100.00% 100.00% 70.00%

a) Majority of voting rights.

1) Company included in the Sonae Turismo segment in 2012;

2) Company moved from the segment "Sistavac" to the segment "Others";

3) Company incorporated in the period;

4) Company dissolved in the period.

5. INVESTMENTS IN ASSOCIATED AND JOINTLY CONTROLLED COMPANIES

Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 September 2013 and 31 December 2012 are as follows:

Percentage of capital held
30 September 2013 31 December 2012 Book Value
Company Head
Office
Direct Total Direct Total 30 September
2013
31 December
2012
Other Assets
Andar - Sociedade Imobiliária, SA Maia 50.00% 50.00% 50.00% 50.00% 391,045 637,735
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% 605,066 510,194
Norscut - Concessionária de Scut Interior Norte,
SA
Lisbon 36.00% 36.00% 36.00% 36.00% 9,548,192 3,494,106
Operscut - Operação e Manutenção de Auto
estradas, SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24,000
Total 10,568,303 4,666,035

1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all of these investments.

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 30 September 2013 and 31 December 2012, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:

30 September 2013 31 December 2012
Total Assets 693,718,570 684,639,926
Total Liabilities 620,599,522 628,141,343
Income 94,294,215 123,046,279
Expenses 82,587,090 114,807,275

During the periods ended 30 September 2013 and 2012, movements in investments and associated companies may be summarized as follows:

30 September 2013 30 September 2012
Opening balance as at 1 January 4,697,978 60,092,179
Acquisitions in the period 37,000 195,600
Disposals in the period - -
Equity method 5,865,268 4,571,958
Change in the consolidation method - (58,962,346)
Closing balance as at 30 September 10,600,246 5,897,391
Accumulated impairment losses (Note 22) (31,943) (31,943)
10,568,303 5,865,448

The use of the equity method had the following impacts: 3,671,861 euro recorded on share of results of associated undertakings (4,896,810 euro at 30 September 2012), and 2,193,407 euro in changes in reserves (-324,852 euro at 30 September 2012).

6. OTHER INVESTMENTS

Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 September 2013 and 31 December 2012 are made up as follows:

Percentage of capital held
30 September 2013 31 December 2012
Company Head
Office
Direct Total Direct Total 30 September
2013
31 December
2012
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% 32,36% 32,36% 40,650,836 49,286,915
Fundo de Investimento Imobiliário
Imosonae Dois
Maia 0,06% 0,06% 0,06% 0,06% 124,934 124,934
Net, SA Lisbon 2,80% 2,80% 2,80% 2,80% 11,132 11,132
1) Sear - Sociedade Europeia de
Arroz, SA
Santiago
do Cacém
- - 15,00% 15,00% - 150,031
Fundo de Capital de Risco F-HITEC Lisbon 7,14% 7,14% 7,14% 7,14% 250,000 250,000
Other investments 437,405 437,448
Total (Note 9) 41,539,054 50,325,207

1) Company disposed in the period.

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

7.TANGIBLE AND INTANGIBLE ASSETS

During the nine months period ended 30 September 2013, 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 2013 224,267,701 150,245,365 2,416,107 12,105,832 389,035,005
Changes in consolidation perimeter - - - - -
Capital expenditure 894,107 127,152 20,070 3,253,288 4,294,617
Disposals (333,191) (1,689,378) (34,823) (1,380) (2,058,771)
Exchange rate effect - (24,572) (7,567) - (32,139)
Transfers 3,273 927,962 (482,937) (1,222,701) (774,403)
Closing balance as at 30 September 2013 224,831,890 149,586,530 1,910,851 14,135,039 390,464,309
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2013 83,711,012 57,189,806 2,016,737 - 142,917,555
Changes in consolidation perimeter - - - - -
Charges for the period 1,883,120 7,681,727 48,358 - 9,613,205
Disposals (23,483) (1,453,970) (34,853) - (1,512,306)
Exchange rate effect - (13,160) (4,111) - (17,271)
Transfers - (315,925) (486,690) - (802,615)
Closing balance as at 30 September 2013 85,570,649 63,088,478 1,539,441 - 150,198,568
Carrying amount as at 1 January 2013 140,556,689 93,055,559 399,370 12,105,832 246,117,450
Carrying amount as at 30 September 2013 139,261,241 86,498,052 371,410 14,135,039 240,265,741

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

30 September 2013 31 December 2012
Tróia 7,506,679 7,316,889
Photovoltaic Project 5,142,902 3,260,000
Others 1,485,458 1,528,943
14,135,039 12,105,832
Intangible Assets
Patents and
other similar
rights
Software Other
Intangible
Assets
Intangible
Assets in
progress
Total
Intangible
Assets
Gross Cost:
Opening balance as at 1 January 2013 7,988,257 1,607,278 9,422 645,440 10,250,397
Changes in consolidation perimeter - - - - -
Capital expenditure - 2,327 - 117,818 120,145
Disposals (15,868) (11,640) - - (27,508)
Exchange rate effect - (2,468) - - (2,468)
Transfers 15,177 628,100 1,250 (625,055) 19,471
Closing balance as at 30 September 2013 7,987,566 2,223,597 10,672 138,202 10,360,037
Accumulated depreciation and impairment
losses
Opening balance as at 1 January 2013 1,172,261 1,238,920 8,155 - 2,419,336
Changes in consolidation perimeter - - - - -
Charges for the period 146,951 241,398 475 - 388,824
Disposals (6,669) (6,390) - - (13,060)
Exchange rate effect - (1,394) - - (1,394)
Transfers - (1,250) 1,250 - -
Closing balance as at 30 September 2013 1,312,543 1,471,283 9,880 - 2,793,706
Carrying amount as at 1 January 2013 6,815,996 368,359 1,267 645,440 7,831,062
Carrying amount as at 30 September 2013 6,675,023 752,314 792 138,202 7,566,331

8.GOODWILL

During the periods ended 30 September 2013 and 31 December 2012, movements in goodwill, as well as in corresponding impairment losses, are as follows:

30 September 2013 31 December 2012
Gross amount:
Opening balance 62,290,239 62,330,108
Decreases - disposals of affiliated companies - (39,869)
Closing balance 62,290,239 62,290,239
Accumulated impairment losses:
Opening balance 1,301,596 1,301,596
Closing balance 1,301,596 1,301,596
Total 60,988,643 60,988,643

9. OTHER INVESTMENTS

As at 30 September 2013, movements in investments were as follows:

30 September 2013
Non current Current
Investments in group companies, jointly controlled companies or
associated companies excluded from consolidation
Opening balance as at 1 January 8,223,418 -
Disposals in the period (150,031) -
Transfers (43) -
Closing balance as at 30 September 8,073,344 -
Accumulated impairment losses (Note 22) (7,707,935) -
365,409 -
Investments held for sale
Fair value as at 1 January 49,938,723 -
Disposals in the period (9,919,661) -
Increase/(Decrease) in fair value 1,283,582 -
Transfers - -
Fair value as at 30 September 41,302,644 -
Accumulated impairment losses (Note 22) (128,999) -
Fair value (net of impairment losses) as at 30 September 41,173,645 -
Other Investments (Note 6) 41,539,054 -

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.

10.OTHER NON-CURRENT ASSETS

As at 30 September 2013 and 31 December 2012, other non-current assets are detailed as follows:

30 September 2013 31 December 2012
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA 17,740,756 16,646,298
Others 691,505 215,303
18,432,261 16,861,601
Impairment losses (Note 22) (34,916) (34,916)
18,397,345 16,826,685
Trade accounts receivable and other debtors
Sale of financial investments - 2,457,493
Others 1,169,758 1,197,750
Impairment losses (Note 22) - -
1,169,758 3,655,243
Other non current assets 19,567,103 20,481,928

11.STOCKS

Stocks as at 30 September 2013 and 31 December 2012 can be detailed as follows, highlighting the value attributable to real estate developments:

30 September 2013 31 December 2012
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by-products and consumables 1,231,164 - 1,268,569 -
Goods for sale 32,633,213 30,415,772 33,039,474 30,781,226
Finished goods 72,412,552 72,412,552 76,347,355 76,347,355
Work in progress 83,064,595 77,359,473 80,592,327 78,222,630
Payments on account - - 68,459 -
189,341,524 180,187,797 191,316,184 185,351,211
Accumulated impairment losses on stocks (Note 22) (3,446,634) (3,434,621) (3,515,540) (3,434,621)
185,894,890 176,753,176 187,800,644 181,916,590

12. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 September 2013 and 31 December 2012, trade accounts receivable and other current assets are detailed as follows:

30 September
2013
31 December
2012
Trade accounts receivable 24,775,587 28,916,378
Accumulated impairment losses on trade debtors (Note 22) (6,011,316) (5,441,095)
18,764,271 23,475,283
Taxes recoverable 10,200,228 12,380,617
Loans granted to and other amounts to be received from related parties 70,058 68,102
Other current assets
Suppliers with a debtor balance 836,912 1,240,239
Other debtors 10,662,090 10,042,786
Accounts receivable from the sale of financial investments 24,203,831 24,203,831
Accounts receivable from the sale of tangible assets 37,511 14,720
Interest receivable 705,490 1,195,981
Deferred costs - Rents 218,718 292,513
Deferred costs - External supplies and services 1,017,205 756,891
Other current assets 3,687,441 2,304,951
41,369,198 40,051,912
Accumulated impairment losses on other current assets (Note 22) (27,931,357) (27,866,356)
Trade accounts receivable and other current assets 42,472,398 48,109,558

13. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 September 2013 and 31 December 2012 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 September
2013
31 December
2012
30 September
2013
31 December
2012
Amortisation and Depreciation harmonisation adjustments 990,589 1,019,814 2,804,074 2,440,744
Provisions and impairment losses of non-tax deductible 9,715,729 9,907,502 - 40,234
Write off of tangible and intangible assets 419,371 620,196 - -
Write off of accruals 178,124 273,593 - -
Revaluation of tangible assets - - 112,851 113,359
Tax losses carried forward 16,125,388 15,800,521 - -
Financial instruments - - 1,886,813 2,590,303
Write off of stocks - - 1,015,670 1,020,906
Taxable temporary differences arising from the fair value of
non-current liabilities
- - 7,737,568 7,746,432
Others 200,041 227,451 372,407 392,548
27,629,242 27,849,077 13,929,383 14,344,526

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2013 and 31 December 2012, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 September 2013 31 December 2012
Tax losses
carried
forward
Deferred
tax assets
Time
limit
Tax losses
carried
forward
Deferred tax
assets
Time
limit
With limited time use
Generated in 2007 1,288,585 322,146 2013 1,416,550 354,137 2013
Generated in 2008 1,426,557 356,639 2014 1,426,557 356,639 2014
Generated in 2009 6,448,363 1,612,091 2015 6,448,363 1,612,091 2015
Generated in 2010 18,344,038 4,586,009 2014 18,343,706 4,585,927 2014
Generated in 2011 18,076,637 4,519,159 2015 18,076,637 4,519,159 2015
Generated in 2012 16,115,903 4,028,976 2017 16,718,251 4,179,563 2017
Generated in 2013 2,029,450 507,363 2018 - -
63,729,532 15,932,383 62,430,063 15,607,516
With a time limit different
from the above mentioned
569,640 193,005 569,640 193,005
64,299,172 16,125,388 62,999,704 15,800,521

As at 30 September 2013 and 31 December 2012, 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 30 September 2013, tax losses carried forward amounting to 186,991,571 euro (177,450,385 euro as at 31 December 2012), have not originated deferred tax assets for prudential reasons and are detailed as follows:

30 September 2013 31 December 2012
Tax losses
carried
forward
Tax Credit Time
limit
Tax losses
carried
forward
Tax Credit Time
limit
With limited time use
Generated in 2007 13,123,271 3,280,818 2013 17,895,099 4,473,774 2013
Generated in 2008 33,433,907 8,358,477 2014 37,294,794 9,323,699 2014
Generated in 2009 35,823,759 8,955,940 2015 42,270,653 10,567,664 2015
Generated in 2010 16,141,554 4,035,388 2014 17,922,419 4,480,605 2014
Generated in 2011 18,100,444 4,525,111 2015 19,698,860 4,924,715 2015
Generated in 2012 19,603,609 4,900,902 2017 22,854,282 5,713,579 2017
Generated in 2013 29,579,465 7,394,866 2018 - -
165,806,009 41,451,502 157,936,107 39,484,036
Without limited time use 1,186,715 395,532 1,186,715 395,532
With a time limit different
from the above mentioned
19,998,847 5,889,903 18,327,563 5,427,546
21,185,562 6,285,435 19,514,278 5,823,079
186,991,571 47,736,937 177,450,385 45,307,115

14. CASH AND CASH EQUIVALENTS

As at 30 September 2013 and 31 December 2012, cash and cash equivalents can be detailed as follows:

30 September 2013 31 December 2012
Cash at hand 169,012 161,516
Bank deposits 4,064,067 3,083,179
Treasury applications 9,866 -
Cash and cash equivalents on the balance sheet 4,242,944 3,244,695
Bank overdrafts - (Note 17) (1,055,149) (135,542)
Guarantee deposit - (500,000)
Cash and cash equivalents in the statement of cash-flows 3,187,796 2,609,152

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

15.EQUITY

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

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 30 September 2013, Sonae Capital SGPS, S.A. owns 4,027,262 own shares (1,600,310 own shares at 31 December 2012) booked for 766,053 euro (264,705 euro at 31 December 2012).

16.NON CONTROLLING INTERESTS

Movements in non-controlling interests in the periods ended 30 September 2013 and 31 December 2012 are as follows:

30 September 2013 31 December 2012
Opening balance as at 1 January 8,707,639 9,241,777
Changes in hedging reserves 12,518 9,230
Changes in the percentage of capital held in affiliated companies - 119,556
Changes resulting from currency translation (42,504) (23,677)
Dividends paid (300,000) -
Others (751) (4,431)
Profit for the period attributable to minority interests 299,065 (634,816)
Closing balance 8,675,967 8,707,639

17.BORROWINGS

As at 30 September 2013 and 31 December 2012, Borrowings are made up as follows:

30 September 2013 31 December 2012
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae Capital SGPS - commercial paper a) - - 10,000,000 - Mar/2013
Sonae Capital SGPS - commercial paper b) 74,300,000 - 58,450,000 - Mar/2018
Sonae Capital SGPS - commercial paper e) 8,250,000 - - 8,250,000 Jan/2014
Sonae Capital SGPS - commercial paper c) - 17,900,000 23,950,000 - Aug/2016
Sonae Capital SGPS - commercial paper f) - - 2,000,000 - Feb/2016
Sonae Capital SGPS - commercial paper d) - 30,000,000 - 30,000,000 Dec/2017
Sonae Capital SGPS g) 7,000,000 24,000,000 2,000,000 31,000,000 Jun/2017
Up-front fees - (585,475) - (317,336)
Others 2,116,517 3,086,456 401,786 1,207,589
91,666,517 74,400,981 96,801,786 70,140,254
Bank overdrafts (Note 14) 1,055,149 - 135,542 -
Bank loans 92,721,666 74,400,981 96,937,328 70,140,254
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 (4,228) (251,992) - (344,029)
Bond Loans 9,995,772 49,748,008 - 59,655,971
Other loans 686,968 1,272,320 689,568 1,803,305
Derivatives (Note 18) 123,459 1,430,618 199,115 2,532,557
Obligations under finance leases 2,853,636 22,496,353 2,813,237 24,657,747
Up-front fees on finance leases - (104,766) - (114,159)
106,381,501 149,243,515 100,639,248 158,675,674

a) Commercial paper programme, with subscription guarantee, issued on 14 March 2008 and valid for a 5 year period.

b) 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.

c) 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.

d) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017.

e) Short term commercial paper programme, with subscription guarantee, issued on 30 December 2010, with annual renewals up to 3 years.

f) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.

g) 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 30 September 2013, 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, except if the reimbursement is anticipated, fully or partially, which can happen on 17 January 2014. This bond loan bears interest every six months.

The interest rate on bonds in force on 30 September 2013 was on average 3.55%.

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:
30 September 2013 31 December 2012
Nominal value Interest Nominal value Interest
N+1ª) 106,262,341 8,602,610 100,440,133 8,393,490
N+2 11,421,746 6,806,338 19,279,012 7,208,617
N+3 28,869,310 4,922,101 11,002,099 5,941,516
N+4 13,612,908 3,020,867 20,447,129 3,713,646
N+5 83,403,076 2,151,373 43,053,564 2,875,583
After N+5 11,448,019 473,565 63,136,837 1,010,080
255,017,400 25,976,855 257,358,774 29,142,932

a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 42% 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.

18.DERIVATIVES

Interest rate derivatives

Hedging instruments used by the Group as at 30 September 2013 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 1,554,076 euro (2,731,672 euro at 31 December 2012) is recorded as liabilities. As at 30 September 2013 and 31 December 2012, all derivatives are hedging derivatives.

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

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

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

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

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

Fair value of derivatives

The fair value of derivatives is as follows:

Assets Liabilities
30 September
31 December
2013
2012
30 September
2013
31 December
2012
Non-Hedge accounting
derivatives
Interest rate - - - -
Hedge accounting derivatives
Interest rate (Note 17) - - 1,554,076 2,731,672
Other derivatives - - - -
- - 1,554,076 2,731,672

19.OTHER NON-CURRENT LIABILITIES

As at 30 September 2013 and 31 December 2012 other current liabilities can be detailed as follows:

30 September 2013 31 December 2012
2,107,873 2,153,861
1,314,645 1,314,645
3,422,518 3,468,506
444,295 410,844
17,225 -
461,520 410,844
- -
396,039 117,960
396,039 117,960
4,280,077 3,997,310

20.SHARE-BASED PAYMENTS

In 2012 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 30 September 2013 and 31 December 2012, 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 Fair Value
grant year participants 30 September 2013 31 December 2012
Shares
2010 2013 - - 24,585
2011 2014 2 88,492 42,203
2012 2015 8 498,731 195,897
2013 2016 8 437,876 -
Total 1,025,099 262,685

As at 30 September 2013 and 31 December 2012, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:

30 September 2013 31 December 2012
396,039 117,960
88,492 30,794
110,935 129,184
373,597 19,570

21.TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 September 2013 and 31 December 2012 trade accounts payable can be detailed as follows:

30 September 2013 31 December 2012
Trade creditors 16,540,998 17,589,482
Loans granted by and other payables to related parties
Other current liabilities
107,740 117,793
Fixed assets suppliers 235,290 1,096,072
Advances from customers and down payments 2,616,858 1,968,241
Other creditors 2,010,140 1,267,761
Taxes and contributions payable 7,258,178 6,727,194
Staff costs 5,905,707 5,256,361
Deferred income for services rendered 3,005,369 5,632,274
Interest payable 899,177 1,009,851
Investment aid 1,641,291 1,664,142
Other liabilities 9,064,571 9,236,340
32,636,581 33,858,236
Trade accounts payable and other current liabilities 49,285,320 51,565,511

22.PROVISIONS AND ACUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 September 2013 were as follows:

Captions Balance as at 1
January 2013
Increases Decreases Utilisations Balance as at 30
September 2013
Accumulated impairment losses on:
Other Investments (Notes 5 and 9) 7,868,877 - - - 7,868,877
Other non current assets (Note 10) 34,916 - - - 34,916
Trade accounts receivable (Note 12) 5,441,095 962,640 (358,675) (33,744) 6,011,317
Other current debtors (Note 12) 27,866,356 68,459 (2,962) (496) 27,931,356
Stocks (Note 11) 3,515,540 557 (69,463) - 3,446,634
Non current provisions 3,079,824 - - - 3,079,824
Current provisions 1,155,107 616,367 - (116,182) 1,655,291
48,961,714 1,648,023 (431,100) (150,422) 50,028,214

As at 30 September 2013 and 31 December 2012 detail of other provisions was as follows:

30 September 2013 31 December 2012
Judicial claims 1,813,614 1,792,273
Others 2,921,501 2,442,657
4,735,115 4,234,930

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

23.CONTINGENT ASSETS AND LIABILITIES

As at 30 September 2013 and 31 December 2012 the most important contingent liabilities referred to guarantees given and were made up as follows:

30 September 2013 31 December 2012
Guarantees given:
on VAT reimbursements 5,120,096 4,988,723
on tax claims 4,103,393 4,126,605
on municipal claims 2,884,505 3,100,248
Others 12,314,346 12,837,588

Others include the following guarantees:

  • 5,339,698 euro as at 30 September 2013 (5,658,660 euro as at 31 December 2012) of guarantees on construction works given to clients;

  • 5,581,280 euro as at 30 September 2013 and as at 31 December 2012 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.

24.RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 September 30 September 30 September 30 September
2013 2012 2013 2012
Parent company (a) - - - -
Associated companies - - - 14,193
Other partners and Group companies (b) 22,560,604 15,708,077 5,396,925 5,916,482
22,560,604 15,708,077 5,396,925 5,930,675
Interest income Interest expenses
Transactions 30 September
2013
30 September
2012
30 September
2013
30 September
2012
Parent company (a) - - - -
Associated companies 702,855 833,457 459,982 -
Other partners and Group companies (b) - - - 106,958
702,855 833,457 459,982 106,958
Accounts receivable Accounts payable
Balances 30 September
2013
31 December
2012
30 September
2013
31 December
2012
Parent company (a) - - - -
Associated companies 692,538 1,101,343 5,517 4,932
Other partners and Group companies (b) 7,341,002 13,671,174 2,371,109 2,673,449
8,033,540 14,772,517 2,376,626 2,678,381
Loans obtained Loans granted
Balances 30 September
2013
31 December
2012
30 September
2013
31 December
2012
Parent company (a) - - - -
Associated companies - - 18,397,346 16,826,685
Other partners and Group companies (b) 2,123,550 2,153,861 - -
2,123,550 2,153,861 18,397,346 16,826,685

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.

Income tax for the nine months periods ended 30 September 2013 and 2012 was made up as follows:

30 September 2013 30 September 2012
Current tax 4,970,500 2,249,413
Deferred tax (515,696) (453,533)
Taxation 4,454,804 1,795,879

26.RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 September 2013 and 2012, the reconciliation of consolidated net profit can be analysed as follows:

30 September 2013 30 September 2012
Aggregate net profit (4,049,943) 7,384,962
Harmonisation adjustments (888,816) (1,262,237)
Elimination of intragroup dividends (16,419,321) (5,188,146)
Share of gains/(losses) of associated undertakings 3,671,861 4,896,810
Elimination of intragroup capital gains/(losses) (4,257) -
Elimination of intragroup impairment 3,792 (6,036,841)
Adjustments of gains/(losses) on assets disposals - 3,003,042
Adjustments of gains/(losses) of financial shareholdings sale 3,530,490 (729,091)
Others - (615)
Consolidated net profit for the year (14,156,194) 2,067,884

27.EARNINGS PER SHARE

Earnings per share for the periods ended 30 September 2013 and 2012 were calculated taking into consideration the following amounts:

30 September 2013 30 September 2012
Net profit
Net profit taken into consideration to calculate
basic earnings per share (Net profit for the period )
(14,455,259) 2,237,698
Net profit taken into consideration to calculate
diluted earnings per share
(14,455,259) 2,237,698
Number of shares
Weighted
average
number
of
shares
used
to
calculated basic earnings per share
247,652,318 249,587,930
Weighted
average
number
of
shares
used
to
calculated diluted earnings per share
247,652,318 249,587,930
Earnings per share (basic and diluted) (0.058369) 0.008966

28.SEGMENT INFORMATION

In 30 September 2013 and 30 September and 31 December 2012, the following were identified as segments:

  • Sonae Turismo:
  • o Resorts
  • o Hotels
  • o Fitness
  • o Other
  • Energy
  • Refrigeration, HVAC
  • Other Assets
  • o Real Estate Assets
  • o Financial Assets
  • Holding and Others

The contribution of the business segments to the income statement of the periods ended 30 September 2013 and 2012 can be detailed as follows:

30 September 2013
Profit & Loss Account Sales Services rendered Other operational
income
Total operational
income
Operational cash
flow (EBITDA)
Resorts 8,505,785 7,450,502 1,263,460 17,219,747 907,810
Hotels 41,317 11,760,831 446,310 12,248,458 (2,981,966)
Fitness 112,548 8,257,378 619,054 8,988,980 243,142
Other - 880,297 235,474 1,115,771 181,122
Intersegment Adjustments (525) (2,701,961) (743,500) (3,445,986) 5,966
Sonae Turismo 8,659,125 25,647,047 1,820,798 36,126,970 (1,643,926)
Energy 10,111,447 106,103 262,657 10,480,207 2,541,225
Refrigeration and HVAC 25,454,983 22,201,167 732,493 48,388,643 1,819,318
Real Estate Assets 976,098 5,518,488 1,014,804 7,509,390 3,118,425
Financial Assets 744 6,073,414 832,603 6,906,761 338,650
Intersegment Adjustments - - - - -
Total Other Assets 976,842 11,591,902 1,847,407 14,416,151 3,457,075
Holding & Others - 4,199,269 91,451 4,290,720 (1,807,921)
Intersegment Adjustments (1,584,146) (9,636,531) 996,592 (10,224,085) (27,099)
Consolidated 43,618,251 54,108,957 5,751,397 103,478,606 4,338,674
30 September 2012
Profit & Loss Account Sales Services rendered Other operational
income
Total operational
income
Operational cash
flow (EBITDA)
Resorts 3,935,222 7,188,714 1,559,567 12,683,503 (462,139)
Hotels 47,548 9,925,332 881,933 10,854,813 (4,230,454)
Fitness 36,502 9,114,612 402,855 9,553,969 (910,842)
Other - 1,348,029 327,120 1,675,149 (30,618)
Intersegment Adjustments (566) (2,681,801) (972,731) (3,655,098) (1,580)
Sonae Turismo 4,018,706 24,894,886 2,198,744 31,112,336 (5,635,633)
Energy 9,296,488 463,117 412,100 10,171,705 2,356,843
Refrigeration and HVAC 26,049,898 13,726,163 314,660 40,090,721 111,433
Real Estate Assets 221,620 6,230,929 3,445,571 9,898,120 5,700,649
Financial Assets 52,644 6,168,354 451,326 6,672,324 150,854
Intersegment Adjustments - - - - -
Total Other Assets 274,264 12,399,283 3,896,897 16,570,444 5,851,503
Holding & Others - 3,505,835 407,395 3,913,230 (860,500)
Intersegment Adjustments (2,841,541) (8,064,197) 1,678,038 (9,227,700) 5,582
Consolidated 36,797,815 46,925,087 8,907,833 92,630,736 1,829,228

The contribution of the business segments to the Balance sheets as at 30 September 2013 and 31 December 2012 can be detailed as follows:

30 September 2013
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Resorts 107,113,531 162,390 158,607,344 265,883,265 160,947,761 457,160 19,182,376 19,055,584
Hotels 1,349,355 7,638 17,442,197 18,799,190 27,248,986 141,527 - (71,203)
Fitness 9,584,859 20,066 2,008,565 11,613,490 18,697,548 304,149 1,370,176 1,234,895
Other 4,844 341,450 127,426,387 127,772,681 245,787,318 - - (7,577)
Intersegment Adjustments - - (141,200,277) (141,200,277) (147,619,316) - - -
Sonae Turismo 118,052,589 531,544 164,284,215 282,868,348 305,062,297 902,836 20,552,552 20,211,700
Energy 19,307,473 2,546 7,036,266 26,346,284 23,144,641 2,256,218 10,905,411 10,846,404
Refrigeration and HVAC 424,049 - 52,407,306 52,831,355 18,000,816 25,397 825,583 177,083
Real Estate Assets 108,117,618 21,132,297 108,578,780 237,828,695 162,308,133 958,577 19,841 (2,284,213)
Financial Assets 1,476,944 10,445,977 52,778,865 64,701,785 27,548,432 162,916 758,693 539,129
Intersegment Adjustments - - 4,265,038 4,265,038 - - - -
Total Other Assets 109,594,561 31,578,274 165,622,683 306,795,518 189,856,565 1,121,493 778,534 (1,745,084)
Holding & Others 453,401 19,994,993 415,170,997 435,619,391 251,483,947 108,818 222,562,936 221,891,966
Intersegment Adjustments - - (463,726,244) (463,726,244) (459,693,356) - - -
Consolidated 247,832,072 52,107,357 340,795,223 640,734,651 327,854,911 4,414,762 255,625,016 251,382,070
31 December 2012
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Resorts 110,809,406 162,390 168,873,899 279,845,695 165,814,832 535,657 20,814,543 20,697,005
Hotels 2,131,901 7,638 21,182,410 23,321,949 31,558,815 159,574 - (118,405)
Fitness 10,434,643 20,066 2,339,189 12,793,898 22,393,451 1,162,601 1,686,456 1,596,722
Other 5,946 341,450 137,595,825 137,943,221 245,193,579 - 17,575 3,508
Intersegment Adjustments - - (154,981,577) (154,981,577) (160,763,217) - - -
Sonae Turismo 123,381,897 531,544 175,009,745 298,923,187 304,197,460 1,857,832 22,518,574 22,178,831
Energy 18,363,784 2,546 6,189,031 24,555,361 21,811,393 8,632,381 9,154,806 9,137,748
Refrigeration and HVAC 566,282 - 54,027,362 54,593,644 20,256,144 397,830 5,651 (501,072)
Real Estate Assets 109,518,113 20,726,524 107,734,693 237,979,330 157,143,663 664,626 58,946 (1,539,993)
Financial Assets 1,662,998 4,447,050 51,084,792 57,194,840 26,694,523 156,437 54,771 (345,778)
Intersegment Adjustments - - - - - - - -
Total Other Assets 111,181,111 25,173,574 158,819,485 295,174,170 183,838,186 821,063 113,717 (1,885,771)
Holding & Others 455,437 29,283,577 403,934,943 433,673,957 256,268,090 431,691 227,522,174 227,140,491
Intersegment Adjustments - - (449,506,019) (449,506,019) (452,914,074) - - -
Consolidated 253,948,512 54,991,242 348,474,546 657,414,300 333,457,199 12,140,798 259,314,922 256,070,226

Net debt of the Holding can be analyzed as follows:

30 September 2013
Inflows
Gross bank debt 222,555,617
Cash and cash equivalents 666,486
Net bank debt 221,889,131
Energy -
Sistavac -
SONAE Tourism -
Other Assets 42,595,400
Intercompany ST Loans Obtained 42,595,400
Total Inflows 264,484,531
Outflows
Energy -
Sistavac -
SONAE Tourism 242,144,246
Other Assets 148,215,252
Intercompany Loans Granted 390,359,499

29.SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 30 September 2013.

30.APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 20 November 2013.

INDIVIDUAL FINANCIAL STATEMENTS

30 SEPTEMBER 2013

INDIVIDUAL BALANCE SHEETS AS AT 30 SEPTEMBER 2013 AND 31 DECEMBER 2012

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

(Amounts expressed in euro)

ASSETS Notes 30 September 2013 31 December 2012
NON CURRENT ASSETS:
Tangible assets
Investments
Deferred tax assets
Other non current assets
Total Non Current Assets 4
7
5
5,542
583,899,424
932,184
153,117,446
737,954,596
582,772,362
429,213
133,517,946
716,719,521
CURRENT ASSETS:
Other current assets
Cash and cash equivalents
TOTAL ASSETS
Total Current Assets 6
8
12,084,361
665,927
12,750,288
750,704,884
26,036,184
374,001
26,410,185
743,129,706
EQUITY AND LIABILITIES
EQUITY:
Share Capital
Own shares
Legal reserve
Other reserves
Retained earnings
Profit / (Loss) for the period
TOTAL EQUITY
9
9
10
10
250,000,000
(766,053)
8,307,376
287,715,325
-
11,965,162
557,221,810
250,000,000
(264,705)
8,307,376
288,710,416
-
(995,091)
545,757,996
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans
Bonds
Other non current liabilities
Deferred tax liabilities
Total Non Current Liabilities 11
11
7
71,366,886
-
107,705
-
71,474,591
68,932,664
9,985,411
52,605
778
78,971,458
CURRENT LIABILITIES
Suppliers
Bank loans
Other creditors
Other current liabilities
Total Current Liabilities 11
11
12
13
10,856
89,866,952
9,995,772
20,741,934
1,392,969
122,008,483
68,784
96,400,981
-
20,748,477
1,182,010
118,400,252
TOTAL EQUITY AND LIABILITIES 750,704,884 743,129,706

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

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

(Amounts expressed in euro)

Notes 30 September 2013 30 September 2012
Operational income
Other operational income
14,246 9,132
Total operational income 14,246 9,132
Operational expenses
External supplies and services
14 (1,159,690) (717,157)
Staff costs 15 (615,931) (388,661)
Depreciation and amortisation (1,458) -
Other operational expenses (61,675) (74)
Total operational expenses (1,838,754) (1,105,892)
Operational profit/(loss) (1,824,508) (1,096,760)
Financial income 16 7,069,062 8,770,567
Financial expenses 16 (7,259,190) (7,712,274)
Net financial income/(expenses) (190,128) 1,058,293
Investment income 16 13,482,306 382,921
Profit/(loss) before taxation 11,467,670 344,454
Taxation 17 497,492 2,419
Profit/(loss) for the period 11,965,162 346,873
Profit/(loss) per share
Basic and diluted
18 0.048314 0.001390
Sonae Capital, SGPS, SA Report and Accounts
30 September 2013

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

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

(Amounts expressed in euro)

t
h Quarter 2013
3
(Unaudited)
t
h Quarter 2012
3
(Unaudited)
Operational income:
Other operational income 6,641 6,427
Total operational income 6,641 6,427
Operational expenses:
External supplies and services (692,570) (525,578)
Staff costs (225,186) (210,292)
Depreciation and amortisation
Other operational expenses
(875)
(36,727)
-
(67)
Total operational expenses (955,357) (735,937)
Operational profit/(loss) (948,716) (729,510)
Financial income 2,510,101 2,733,563
Financial expenses (2,592,385) (2,628,207)
Net financial income/(expenses) (82,284) 105,356
Investment income 369,180 (0)
Profit/(loss) before taxation (661,820) (624,154)
Taxation 255,654 157,200
Profit/(loss) for the period (406,166) (466,954)
Profit/(loss) per share
Basic and diluted (0.001640) (0.001871)
The Board of Directors
Sonae Capital, SGPS, SA Report and Accounts
30 September 2013

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

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

(Amounts expressed in euro)

30 September 2013 30 September 2012
Net profit for the period 11,965,162 346,873
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 11,965,162 346,873
The accompanying notes are an integral part of these financial statements
The Board of Directors
Sonae Capital, SGPS, SA Report and Accounts
30 September 2013

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

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

(Amounts expressed in euro)
t
h Quarter 2013
3
(Unaudited)
t
h Quarter 2012
3
(Unaudited)
Net profit for the period (406,166) (466,954)
Exchange differences on translating foreign operations - -
Share of other comprehensive income of associates and joint
ventures accounted by the equity method
Change in the fair value of assets available for sale
-
-
-
-
Change in the fair value of cash flow hedging derivatives - -
Gains on property revaluation - -
Income tax relating to components of other comprehensive income - -
Other comprehensive income for the period - -
Total comprehensive income for the period (406,166) (466,954)

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

(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 2012 250,000,000 (36,144) 8,307,376 - - 289,628,622 - 297,935,998 (918,206) 546,981,648
Total comprehensive income for the period - - - - - - - - 346,873 346,873
Appropriation of profits:
Transfer to legal reserve and retained earnings
Dividends distributed
Acquisition/(disposal) of own shares
-
-
-
-
-
(64,856)
-
-
-
-
-
-
-
-
-
(918,206)
-
-
-
-
-
(918,206)
-
-
918,206
-
-
-
-
(64,856)
Others - - - - - - - - - -
Balance as at 30 September 2012 250,000,000 (101,000) 8,307,376 - - 288,710,416 - 297,017,792 346,873 547,263,665
Balance as at 1 January 2013 250,000,000 (264,705) 8,307,376 - - 288,710,416 - 297,017,792 (995,091) 545,757,996
Total comprehensive income for the period - - - - - - - - 11,965,162 11,965,162
Appropriation of profits:
Transfer to legal reserve and retained earnings
Dividends distributed
Acquisition/(disposal) of own shares
-
-
-
-
-
(501,348)
-
-
-
-
-
-
-
-
-
(995,091)
-
-
-
-
-
(995,091)
-
-
995,091
-
-
-
-
(501,348)
Others - - - - - - - - - -
Balance as at 30 September 2013 250,000,000 (766,053) 8,307,376 - - 287,715,325 - 296,022,701 11,965,162 557,221,810
The accompanying notes are an integral part of these financial statements The Board of Directors
Sonae Capital, SGPS, SA Report and Accounts 30 September 2013 55

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

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

(Amounts expressed in euro)

30 September 2013 30 September 2012
OPERATING ACTIVITIES
Cash paid to trade creditors 1,219,298 1,850,956
Cash paid to employees 552,464 446,506
Cash flow generated by operations (1,771,762) (2,297,462)
Income taxes (paid)/received (175,402) (264,965)
Other cash receipts/(payments) relating to operating activities (660,495) (25,643)
Net
c
as
h flow from operat
ing ac
t
ivit
ies
[
1]
(2,256,855) (2,058,140)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 8,962,910 10,763,917
Dividends 12,355,245 382,921
Loans obtained 12,543,787 -
33,861,942 11,146,838
Cash payments arising from:
Tangible assets 7,000 -
Loans granted 19,599,500 29,477,446
19,606,500 29,477,446
Net
c
as
h flow from inves
t
ment
ac
t
ivit
ies
[
2]
14,255,442 (18,330,608)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 19,600,000 48,082,000
19,600,000 48,082,000
Cash Payments arising from:
Interest and similar costs 7,316,483 7,554,663
Acquisition of own shares 501,348 64,857
Loans obtained 23,804,800 20,300,000
31,622,631 27,919,520
Net
c
as
h flow from financ
ing ac
t
ivit
ies
[
3]
(12,022,631) 20,162,480
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] (24,044) (226,268)
Cash and cash equivalents at the beginning of the period 8 373,019 350,634
Cash and cash equivalents at the end of the period 8 348,975 124,366

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013 AND 2012

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

(Amounts expressed in euro)
t
h Quarter 2013
3
(Unaudited)
t
h Quarter 2012
3
(Unaudited)
OPERATING ACTIVITIES
Cash paid to trade creditors
Cash paid to employees
713,694
195,863
87,644
128,584
Cash flow generated by operations (909,557) (216,228)
Income taxes (paid)/received (175,912) (282,546)
Other cash receipts/(payments) relating to operating activities (232,259) 19,355
Net
c
as
h flow from operat
ing ac
t
ivit
ies
[
1]
(965,904) 85,673
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income
Dividends
3,911,725
-
5,562,927
-
Loans granted 12,543,787 -
16,455,512 5,562,927
Cash payments arising from:
Investments
- -
Tangible assets - -
Loans granted 6,399,300 (5,433,700)
6,399,300 (5,433,700)
Net
c
as
h flow from inves
t
ment
ac
t
ivit
ies
[
2]
10,056,212 10,996,627
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 2,400,000 1,350,000
2,400,000 1,350,000
Cash Payments arising from:
Interest and similar costs
2,818,081 3,107,338
Acquisition of own shares 240,668 1,930
Loans obtained 8,318,300 9,500,000
11,377,049 12,609,268
Net
c
as
h from financ
ing ac
t
ivit
ies
[
3]
(8,977,049) (11,259,268)
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 113,259 (176,968)
Cash and cash equivalents at the beginning of the period 105,317 301,335
Cash and cash equivalents at the end of the period 348,975 124,366

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(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. MAIN 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 2012.

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.

4. INVESTMENTS

As at 30 September 2013 and 31 December 2012 Investments are detailed as follows:

30 September 2013 31 December 2012
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 (299,849) (1,426,910)
583,899,424 582,772,362

4.1 Investments in affiliated and associated undertakings

As at 30 September 2013 and 31 December 2012, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.

30 September 2013 31 December 2012
Company % Held Book Value Fair Value % Held Book Value Fair Value
Reserve 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. Following this analysis, 1,127,061 euro, regarding an impairment accounted for in 2012 for the company Fund Esp.Inv.imob WTC, was reverted in the period.

5. OTHER NON CURRENT ASSETS

As at 30 September 2013 and 31 December 2012 Other Non-Current Assets are detailed as follows:

30 September 2013 31 December 2012
Loans granted to group companies:
SC, SGPS, SA 121,129,243 111,341,743
SC Assets, SGPS, SA 31,988,203 22,176,203
153,117,446 133,517,946

These assets were not due or impaired as at 30 September 2013. 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 30 September 2013 and 31 December 2012 Other Current Assets can be detailed as follows:

30 September 2013 31 December 2012
Group companies - Short term loans:
SC, SGPS, SA 6,138,881 20,450,367
SC Assets SGPS, SA 2,022,830.00 255,130
Suppliers - 5,213
Income tax withheld 530 189,194
Other Debtors 2,219 5,500
Accrued income 3,212,969 5,107,967
Deferred costs 706,932 22,812
12,084,361 26,036,184

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

Sonae Capital, SGPS, SA Report and Accounts 60

7. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 September 2013 and 31 December 2012 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 September 2013 31 December 2012 30 September 2013 31 December 2012
Tax losses carried forward 932,184 429,213 - -
Others - - - 778

During the periods ended 30 September 2013 and 31 December 2012, movements in Deferred taxes are as follows:

Deferred tax assets Deferred tax liabilities
30 September 2013 31 December 2012 30 September 2013 31 December 2012
Opening balance 429,213 451,247 778 11,699
Effect in results ( Nota 17):
Tax losses carried forward 502,971 (22,034) - -
Others - - (778) (10,921)
932,184 429,213 - 778
Effect in reserves: - - - -
Closing balance 932,184 429,213 - 778

8. CASH AND CASH EQUIVALENTS

As at 30 September 2013 and 31 December 2012 Cash and Cash Equivalents can be detailed as follows:

30 September 2013 31 December 2012
Cash 1,004 1,004
Bank deposits 664,924 372,997
Cash and cash equivalents in the balance sheet 665,927 374,001
Bank overdrafts 316,952 981
Cash and cash equivalents in the cash flow statement 348,975 373,019

9. SHARE CAPITAL

As at 30 September 2013 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.

In 2013, Sonae Capital SGPS, S.A. bought 2,426,952 own shares on the stock market, representing 0.9708% of its share capital, for a total consideration of 501,348 euro. As at 30 September 2013, the total of own shares bought by the company is 4,027,262, representing 1.6109% of its share capital.

10. RESERVES

As at 30 September 2013, and 31 December 2012 the caption Other Reserves can be detailed as follows:

30 September 2013 31 December 2012
Free reserves 154,311,019 155,807,458
Demerger reserve 132,638,252 132,638,252
Own shares reserve 766,053 264,705
287,715,325 288,710,416

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 30 September 2013 the value of this caption is 8,307,376 euro.

11. LOANS

As at 30 September 2013 and 31 December 2012 this caption included the following loans:

30 September 2013 31 December 2012
Bank loans - Commercial paper 47,900,000 38,250,000
Bank loans - Term loan 24,000,000 31,000,000
Up-front fees not yet charged to income statement (533,114) (317,336)
Bank loans - non current 71,366,886 68,932,664
Nominal value of bonds - 10,000,000
Up-front fees not yet charged to income statement - (14,589)
Bond Loans - 9,985,411
Non-current loans 71,366,886 78,918,075
Bank loans - Commercial paper 82,550,000 94,400,000
Bank loans - Term loan 7,000,000 2,000,000
Bond Loans 10,000,000 -
Up-front fees not yet charged to income statement (4,228) -
Bank overdrafts 316,952 981
Current bank loans 99,862,725 96,400,981

Non Current Bank Loans

The caption Non-Current Bank Loans relates to amounts issued detailed as follows:

  • i. 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.
  • ii. Commercial Paper Programme issued on 27 December 2012 with subscription guarantee and valid for a period of 5 years.
  • iii. Commercial Paper Programme issued on 31 March 2011 with subscription guarantee and valid until August 2018, unless early repayment occurs under the terms of the Call / Put Option in August/2016. This loan is guaranteed by a mortgage of investment properties.

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

The average interest rate of these bond loans as at 30 September 2013 was 4.441%.

Current Bank Loans

The caption Current Bank Loans relates to amounts issued, detailed as follows:

  • i. 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. Issues placed with investors and / or financial institutions supported by committed credit lines maturities between 6 months and one year, engaged with relationship banks.
  • ii. Commercial Paper Programme issued on 17 February 2011 with subscription guarantee, valid for a period of 1 year, automatically renewable for equal periods to a maximum of five years.
  • iii. Commercial Paper Programme issued on 30 December 2010 with subscription guarantee and valid for a period of 3 years.
  • iv. Sonae Capital, SGPS 2011/2016, amounting to 10,000,000 euro, repayable after 5 years, in one instalment, on 17 January 2016. Early repayment can occur under the terms of the Call / Put Option in Jan/2014. This bond issue pays interest every six months.

The above loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest payable on them is at variable market rates.

There are no Derivatives.

12. OTHER CREDITORS

As at 30 September 2013 and 31 December 2012, these captions were made up as follows:

30 September 2013 31 December 2012
Other creditors
Group companies - Short term loans:
Spred, SGPS, SA 20,741,800 20,746,600
Other creditors 135 1,877
20,741,934 20,748,477

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

13. OTHER CURRENT LIABILITIES

As at 30 September 2013 and 31 December 2012, these captions were made up as follows:

30 September 2013 31 December 2012
Other current liabilities
Taxes payable 30,497 140,913
Accruals:
Staff costs 301,812 235,216
Interest payable 887,056 637,782
Other accruals 172,842 164,029
Deferred income 761 4,070
1,392,969 1,182,010

14. EXTERNAL SUPPLIES AND SERVICES

As at 30 September 2013 and 30 September 2012, External Supplies and Services can be detailed as follows:

30 September 2013 30 September 2012
Operational rents 27,132 26,257
Insurance costs 36,067 37,569
Travelling expenses 18,967 14,712
Services obtained 1,051,954 628,041
Other services 25,569 10,577
1,159,690 717,157

15. STAFF COSTS

As at 30 September 2013 and 30 September 2012, Staff Costs are made up as follows:

30 September 2013 30 September 2012
Governing bodies' remunerations 548,573 335,942
Social security contributions 32,816 36,264
Other staff costs 34,542 16,454
615,931 388,661

30 September 2013

16. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 30 September 2013 and 30 September 2012, Net Financial Expenses and Investment Income can be detailed as follows:

30 September 2013 30 September 2012
Interest payable and similar expenses
Interest arising from:
Bank loans (5,507,887) (4,679,029)
Bonds (359,333) (887,664)
Other (58,603) (284,231)
Other financial expenses (1,333,367) (1,861,349)
(7,259,190) (7,712,274)
Interest receivable and similar income
Interest income 7,069,062 8,770,567
7,069,062 8,770,567
Net financial expenses (190,128) 1,058,293
Reversal of Impairment losses (Note 4.1) 1,127,061 -
Dividends received 12,355,245 382,921
Investment income 13,482,306 382,921

As at 30 September 2013, the amount of dividends received from affiliated companies was as follows:

SC ASSETS, SGPS, SA 2,221,944
SC, SGPS, SA 9,500,000
SPRED, SGPS, SA 633,300
12,355,245

17. TAXATION

As at 30 September 2013 and 30 September 2012, Taxation is made up as follows:
30 September 2013 30 September 2012
Current tax (6,258) (7,163)
Deferred tax 503,750 9,582
497,492 2,419

18. EARNINGS PER SHARE

Earnings per share for the three months periods ended 30 September 2013 and 2012 were calculated taking into consideration the following amounts:

30 September 2013 30 September 2012
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period ) 11,965,162 346,873
Effect of dilutive potential shares - -
Net profit taken into consideration to calculate
diluted earnings per share 11,965,162 346,873
Number of shares
Weighted average number of shares used to calculate
basic earnings per share 247,652,318 249,598,250
Weighted average number of shares used to calculate
diluted earnings per share 247,652,318 249,598,250
Earnings per share (basic and diluted) 0.048314 0.001390

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 30 September 2013 shareholders' loan contracts were entered into with the companies SC, SGPS, SA and SC Assets, SGPS, SA.

In the period ended 30 September 2013 short-term loan contracts were entered into with the company Spred SGPS, SA.

As at 30 September 2013 amounts due by affiliated companies can be summarized as follows:

Loans and Short term loans granted

Companies Closing Balance
SC, SGPS, SA 127,268,124
SC Assets, SGPS, SA 34,011,033
161,279,157

As at 30 September 2013 amounts due to affiliated companies can be summarized as follows:

Short term loans obtained

Companies Closing Balance
Spred, SGPS, SA 20,741,800
20,741,800

20. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 20 November 2013.

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