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Samba Digital SGPS S.A

Quarterly Report May 30, 2013

6003_10-q_2013-05-30_ac6d77f5-c3a7-47af-b0fb-e271cd1c9ea4.pdf

Quarterly Report

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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
7
GLOSSARY 10

CONSOLIDATED FINANCIAL STATEMENTS
11

31 MARCH 2013

1. HIGHLIGHTS

TURNOVER (24.6 M.€) DECREASED MARGINALLY (2%), COMPARED TO LAST YEAR

  • Increased contributions from Hotels, Energy and Sistavac, despite of depressed consumption and investment scenario
  • Lower sales of real estate assets
  • Decrease in turnover from the Fitness business, offset by a significant increase in the business profitability

EXPRESSIVE 72% INCREASE IN EBITDA, TO -0.9M.€, CAPTURING GAINS FROM THE SEVERAL OPTIMIZATION INITIATIVES WHICH ARE BEING IMPLEMENTED, TARGETING OPERATIONAL STRUCTURES

  • 19% growth in EBITDA from Hotels, driven by increase in occupancy and restructuring of cost structures
  • Positive EBITDA in Fitness, inverting the trend evidenced since the 3rd quarter of 2011
  • Significant contribution from the Energy business to the Group's EBITDA, aligned with the outlined growth strategy
  • Improvement of 2.7 p.p. in EBITDA margin from Sistavac's operations in Portugal

NET PROFIT IMPROVED 7%, TO NEGATIVE 6.4 M.€

IMPROVED CAPITAL STRUCTURE LEADING TO A DECREASE IN FINANCIAL EXPENSES

  • At the end of the quarter, net debt amounted to 252.1 M.€, its minimum level in the last 4 and a half years
  • Financial expenses 0.9 M.€ below comparable 2012 figures

2. OVERALL PERFORMANCE

Consolidated Profit and Loss Statement
Million euro
3M 2013 3M 2012 Var.
Total Operational Income 26.2 26.5 -1.1%
Turnover 24.6 25.1 -2.1%
Other Operational Income 1.7 1.4 +17.6%
Total Custos Operacionais -26.9 -29.5 +8.6%
Cost of Goods Sold -7.3 -7.8 +7.3%
Change in Stocks of Finished Goods -0.4 -1.0 +59.9%
External Supplies and Services -10.0 -10.3 +2.8%
Staff Costs -8.9 -9.8 +9.5%
Other Operational Expenses -0.4 -0.6 +31.4%
EBITDA -0.9 -3.1 +71.6%
EBIT -4.1 -6.6 +37.5%
Net Financial Expenses -2.4 -3.2 +23.0%
Investment Income and Assoc. Undertakings 1.6 1.9 -16.8%
EBT -5.0 -7.9 +36.6%
Taxation -1.4 1.0 -
NET PROFIT -6.4 -6.9 +6.8%
Attributable to Equity Holders of Sonae Capital -6.2 -6.6 +5.7%
Attributable to Non-Controlling Interests -0.2 -0.3 +34.6%
Consolidated Balance Sheet
Million euro
3M 2013 2012 Var.
Total Assets 643.6 657.4 -2.1%
Tangible and Intangible Assets 251.7 253.9 -0.9%
Goodwill 61.0 61.0 0.0%
Non-Current Investments 47.2 55.0 -14.2%
Other Non-Current Assets 49.3 48.3 +2.1%
Stocks 187.1 187.8 -0.4%
Trade Debtors and Other Current Assets 44.0 48.1 -8.6%
Cash and Cash Equivalents 3.3 3.2 +3.1%
Total Equity 318.3 324.0 -1.7%
Total Equity attributable to Equity Holders of
Sonae Capital
310.1 315.2 -1.6%
Total Equity attributable to Non-Controlling
Interests
8.2 8.7 -5.3%
Total Liabilities 325.3 333.5 -2.4%
Non-Current Liabilities 159.7 180.1 -11.3%
Non-Current Borrowings 138.9 158.7 -12.5%
Deferred Tax Liabilities 13.7 14.3 -4.4%
Other Non-Current Liabilities 7.1 7.1 +0.7%
Current Liabilities 165.6 153.4 +8.0%
Current Borrowings 116.6 100.6 +15.8%
Trade Creditors and Other Current Liabilities 49.0 52.7 -7.0%
Total Equity and Liabilities 643.6 657.4 +2.1%

Turnover reached 24.6 M.€ in the quarter, evidencing a marginal 2% decrease compared to the first quarter of 2012,

despite a clearly more depressed consumption and investment setting.

Following the trend shown during 2012, operational costs decreased over the comparable period by around 9%, as a result of the cost optimization and restructuring plan which is underway.

Operational performance resulted in a 2.3 million euro improvement in consolidated EBITDA, which amounted to negative 0.9 million euro in the period.

In absolute terms, the Energy business continued to be the major sole contributor to EBITDA (0.9 million euro), and the Fitness business recovered to positive EBITDA (0.1 million euro) following six quarters of negative contribution.

Net profit amounted to negative 6.4 million euro in the quarter, representing a 0.5 million euro improvement over the previous year,

Net Profit
1Q 2012
EBITDA D&A Net Fin.
Expenses
Associated
Undert./
Invest.
Income
Taxation Net Profit
1Q 2013
-6.9 +2.3 +0.2 +0.7 -0.3 -2.4 -6.4

with the impact of improved operational performance being partially offset by a lower level of deferred taxes in the period.

Net Capital Employed
Million Euro
3M 2013 2012 2011
Net Capital Employed 570.4 580.0 598.0
Capex in the Period 1.2 12.1 11.0
Working Capital 182.1 183.2 208.8
Equity 318.3 324.0 336.9
Net Debt 252.1 256.1 261.1
Net Debt / Capital Employed 44.20% 44.15% 43.66%
Gearing 79.20% 79.04% 77.50%

Capex for the period amounted to 1.2 million euro, mostly explained by the growth plan of the Energy segment

(the new photovoltaic park project will start operations in the last quarter of the year).

The Group continued to sell non-strategic assets with the objective of reducing its leverage level and support its growth plans. A 6.51% shareholding in Fundo de Investimento Imobiliário Imosede was sold in the quarter, generating a 10 million euro cash inflow. On the reporting date, the Sonae Capital Group owns a 25.85% shareholding in that Fund.

As at 31 March 2013, Net Debt was 252.1 million euro, a 4 million euro decrease compared to the end of the previous year,

and its minimum level since June 2008.

The steady reduction in the debt level, as well as the optimization of working capital management, led to the period's decrease in financial expenses.

Gearing ratio as at 31 March 2013 remained at 79.2% (81.3% in 31 March 2012).

3. SEGMENT PERFORMANCE

SONAE TURISMO

The decrease in Sonae Turismo's turnover (11%, to 6.3 million euro) reflects lower real estate sales volume in troiaresort and lower turnover in the Fitness segment.

Positive EBITDA performance extended to all business segments, reaching negative 2.6 million euro on a consolidated basis. Profitability improvements based on the optimization of cost structures and reconverted business model, namely in the Fitness segment, were noticeable in the period.

1Q12 Resorts Fitness Hotels 1Q13
-3.9 +0.6 +0.5 +0.4 -2.6

FITNESS

The redesigned business model and the repositioning of the Solinca brand, with the consequent adjustment in the commercial approach, led to an above expectations increase in the number of members (rising 23% over last year's comparable) and to operational breakeven in the first quarter of the year.

In the first quarter of the year, the number and pace of new membership contracts has widely exceeded the cancellations flow, confirming the impact of cross selling campaigns which were implemented in the course of the strategy pursued.

Additional actions aimed at expanding the customer base and increasing its intrinsic average profitability should be promoted in the course of the year.

HOTELS

The performance of the hotel segment is mostly explained by an increase in occupancy rates, driven by the Easter season impact and the growth in corporate events demand in the Troia Peninsula and Porto hotel units.

The number of room nights grew by 25% in the quarter compared to the same period of the previous year, with no detriment of the average revenue per room.

ENERGY

The first quarter of 2013 already includes full operation of the three cogeneration plants which make up the Group's portfolio as at the reporting date (two plants in March 2012),

driving the segment's turnover and EBITDA (evidencing 13% and 31% growth, respectively).

In the quarter, this segment continued to be the major contributor to the Group's EBITDA.

Including the photovoltaic park which is under development (and will start operations in the last quarter of the year), power under management will rise to 19.3 MW.

REFRIGERATION, HVAC

Following constraints emerging from the more adverse market environment in Portugal, the Sistavac Group has been expanding internationally, mainly based on its HVAC and Refrigeration business lines.

EBITDA's performance in Portugal is also showing the impact of some of the cost optimization measures implemented at the business level, pursuing the Group's guidelines regarding this matter.

This business segment still encloses potential for additional efficiency gains.

OTHER ASSETS

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

REAL ESTATE ASSETS (ex-tourism assets)

The real estate portfolio included under this category includes a diversified group of assets, at different licensing and construction stages, including plots of land with and without construction viability, residential units, construction projects, offices, industrial and retail premises, with widespread geographical dispersion.

The Group's guidelines aim at selling this set of assets, with no strategic fit with current growth options and medium term development plans.

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

FINANCIAL SHAREHOLDINGS

Major assets:

Asset % Shareholding
Norscut 36.00%
Imosede Fund 25.85%
Saúde Atlântica (Healthcare) 50.00%
Lidergraf 24.50%
Imosonae II Fund 0.056%

Maia, 8 May 2013

GLOSSARY

  • Average Daily Revenue = Lodging Revenues / Number of Rooms Sold.
  • Capex = Investment in Tangible and Intangible Assets.
  • 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).

  • Gearing Ratio = Net Debt / Equity.

  • HVAC = Heating, Ventilation and Air Conditioning.
  • Net Debt = Non-Current Loans + Current Loans – Cash and Cash Equivalents – Current Investments.

CONSOLIDATED FINANCIAL STATEMENTS

31 MARCH 2013

CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2013 AND 31 DECEMBER 2012

(Amounts expressed in euro)

ASSETS Notes 31.03.2013 31.12.2012
NON-CURRENT ASSETS:
Tangible assets 7 243,960,878 246,117,450
Intangible assets 7 7,715,485 7,831,062
Goodwill 8 60,988,643 60,988,643
Investments in associated companies 5 6,439,434 4,666,035
Other investments 6 and 9 40,728,237 50,325,207
Deferred tax assets 13 27,745,198 27,849,077
Other non-current assets 10 21,584,753 20,481,928
Total non-current assets 409,162,628 418,259,402
CURRENT ASSETS:
Stocks 11 187,112,087 187,800,644
Trade account receivables and other current assets 12 43,988,332 48,109,558
Cash and cash equivalents 14 3,346,613 3,244,695
Total Current Assets 234,447,032 239,154,897
TOTAL ASSETS 643,609,660 657,414,299
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 250,000,000 250,000,000
Own Shares 15 (469,426) (264,705)
Reserves and retained earnings 66,789,271 76,606,169
Profit/(Loss) for the year attributable to the equity holders of Sonae Capital (6,249,484) (11,092,003)
Equity attributable to the equity holders of Sonae Capital 310,070,361 315,249,461
Equity attributable to non-controlling interests 16 8,247,218 8,707,639
TOTAL EQUITY 318,317,579 323,957,100
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 17 138,859,564 158,675,673
Other non current liabilities 19 4,048,873 3,997,310
Deferred tax liabilities 13 13,712,598 14,344,526
Provisions 22 3,079,824 3,079,824
Total Non-Current Liabilities 159,700,859 180,097,333
CURRENT LIABILITIES:
Loans 17 116,583,138 100,639,248
Trade creditors and other current liabilities 21 47,863,148 51,565,511
Provisions 22 1,144,936 1,155,107
Total Current Liabilities 165,591,222 153,359,866
TOTAL LIABILITIES 325,292,081 333,457,199
TOTAL EQUITY AND LIABILITIES 643,609,660 657,414,299

The accompanying notes are part of these financial statments.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2013 AND 2012

(Amounts expressed in euro)

Notes 31.03.2013 31.03.2012
Sales 6,882,201 11,626,490
Services rendered 17,683,221 13,474,314
Other operating income 1,680,311 1,428,952
Cost of sales (7,269,507) (7,842,310)
Changes in stocks of finished goods and work in progress (390,774) (974,140)
External supplies and services (9,998,358) (10,281,873)
Staff costs (8,881,104) (9,811,862)
Depreciation and amortisation (3,380,034) (3,566,687)
Provisions and impairment losses (67,840) (92,423)
Other operating expenses (386,747) (563,456)
Operational profit/(loss) (4,128,631) (6,602,995)
Financial Expenses (2,749,398) (3,651,389)
Financial Income 300,118 472,287
Profit/(Loss) in associated undertakings 5 1,252,707 1,892,060
Investment income 324,170 2,347
Profit/(Loss) before taxation (5,001,034) (7,887,690)
Taxation 25 (1,432,820) 981,879
Profit/(Loss) for the year 26 (6,433,854) (6,905,811)
Attributable to:
Equity holders of Sonae Capital (6,249,484) (6,623,881)
Non-controlling interests 16 (184,370) (281,930)
Profit/(Loss) per share
Basic 27 (0.025179) (0.026536)
Diluted 27 (0.025179) (0.026536)

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2013 AND 2012

(Amounts expressed in euro)

31.03.2013 31.03.2012
Consolidated net profit/(loss) for the period (6,433,854) (6,905,811)
Items that may subsequently be reclassified to net profit/(loss):
Changes in the currency translation differences 38,649 (8,788)
Share of other comprehensive income of associates and joint ventures
accounted for by the equity method (Note 5)
513,692 (470,661)
Change in the fair value of assets available for sale 472,764 -
Change in the fair value of cash flow hedging derivatives 383,872 (299,679)
Tax related to other comprehensive income captions (118,191) -
Other comprehensive income for the period 1,290,786 (779,128)
Total comprehensive income for the period (5,143,068) (7,684,939)
Attributable to:
Equity holders of Sonae Capital (4,974,547) (7,400,970)
Non-controlling interests (168,521) (283,969)

The accompanying notes are part of these financial statements.

SONAE CAPITAL, SGPS, SA CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS PERIODS ENDED 31MARCH 2013 AND 2012

(Amounts expressed in Euro)

Att
rib
ble
Eq
uity
Ho
lde
f So
Ca
ita
l
uta
to
rs o
nae
p
Sha
re
Cap
ital
Ow
n
Sha
res
Dem
erg
er
Res
erv
e
(No
te 1
6)
Tra
nsla
tion
Res
erv
es
Fair
Va
lue
Res
erv
es
Hed
ging
Res
erv
es
Oth
er R
ese
rves
and
Re
tain
ed
Ear
ning
s
Sub
al
tot
Net
Pro
fit/
(Los
s)
al
Tot
Non
- Con
trol
ling
Inte
rest
s
al E
quit
Tot
y
Bala
t 1 J
ry 20
12
nce
as a
anua
250,
000,
000
(36,
143)
132,
638,
253
(1,1
79,5
02)
- (1,7
37,9
80)
(55,
049,
957)
74,6
70,8
14
2,99
4,27
2
327,
628,
943
9,24
1,77
7
336,
870,
720
Tota
l con
solid
ated
preh
ensi
ve i
e fo
r the
iod
com
ncom
per
- - - (8,0
45)
- (298
,383
)
(470
,661
)
(777
,089
)
(6,6
23,8
81)
(7,4
00,9
70)
(283
,969
)
(7,6
84,9
39)
n of
fit o
f 20
App
iatio
11:
ropr
pro
Tran
sfer
to l
egal
and
reta
ined
ning
rese
rves
ear
s
- - - - - - 2,99
4,27
2
2,99
4,27
2
(2,9
94,2
72)
- - -
Acq
uisit
ion o
f ow
n sh
ares
- (54,
916)
- - - - - - - (54,
916)
- (54,
916)
Cha
in t
he p
e of
ital
held
in a
ffilia
ted
pani
ntag
nges
erce
cap
com
es
- - - - - - 8,45
0
8,45
0
- 8,45
0
- 8,45
0
Othe
r ch
ange
s
- - - - - - - - - - - -
Bala
t 31
Mar
ch 2
012
nce
as a
250,
000,
000
(91,
060)
132,
638,
253
(1,1
87,5
47)
- (2,0
36,3
63)
(52,
517,
896)
76,8
96,4
47
(6,6
23,8
81)
320,
181,
506
8,95
7,80
8
329,
139,
314
Bala
t 1 J
ry 20
13
nce
as a
anua
250,
000,
000
(264
,705
)
132,
638,
253
(11,
486)
153,
082
(2,3
37,1
76)
(53,
836,
504)
76,6
06,1
69
(11,
092,
003)
315,
249,
461
8,70
7,63
9
323,
957,
100
l con
solid
ated
preh
e fo
r the
iod
Tota
ensi
ve i
com
ncom
per
- - - 29,6
97
354,
573
376,
975
513,
692
1,27
4,93
7
(6,2
49,4
84)
(4,9
74,5
47)
(168
,521
)
43,0
68)
(5,1
App
iatio
n of
fit o
f 20
12
ropr
pro
Tran
sfer
to l
egal
and
ined
ning
reta
rese
rves
ear
s
- - - - - - (11,
092,
003)
(11,
092,
003)
11,0
92,0
03
- - -
Divid
ends
pai
d
- - - - - - - - - - (291
,900
)
(291
,900
)
Acq
f ow
n sh
uisit
ion o
ares
- (204
,721
)
- - - - - - - (204
,721
)
- (204
,721
)
Cha
in t
he p
ntag
e of
ital
held
in a
ffilia
ted
pani
nges
erce
cap
com
es
- - - - - - - - - - - -
Othe
r ch
ange
s
- - - - - - 168 168 - 168 - 168
Bala
t 31
Mar
ch 2
013
nce
as a
250,
000,
000
(469
,426
)
132,
638,
253
18,2
11
507,
655
(1,9
60,2
01)
(64,
647)
414,
66,7
89,2
71
(6,2
49,4
84)
310,
070,
361
8,24
7,21
8
318,
317,
579

The accompanying notes are part of these financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2013 AND 2012

(Amounts expressed in Euro)

Notes 31.03.2013 31.03.2012
OPERATING ACTIVITIES:
Cash receipts from trade debtors 28,505,486 28,227,292
Cash receipts from trade creditors (21,584,021) (19,239,136)
Cash paid to employees (7,575,913) (8,729,565)
Cash flow generated by operations (654,448) 258,591
Income taxes (paid) / received (131,956) (154,668)
Other cash receipts and (payments) relating to operating activities (101,998) 1,492,425
Net cash flow from operating activities (1) (888,402) 1,596,348
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 10,393,862 19,485
Tangible assets 264,281 5,507
Interest and similar income 20,674 98,003
10,678,817 122,995
Cash Payments arising from:
Investments (28,250) -
Tangible assets (1,875,434) (2,700,512)
Intangible assets (27,164) (13,210)
Loans granted (6,885) (3,600)
(1,937,733) (2,717,322)
Net cash used in investment activities (2) 8,741,084 (2,594,327)
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 7,703,274 21,353,563
7,703,274 21,353,563
Cash Payments arising from:
Loans obtained (10,915,611) (16,641,710)
Interest and similar charges (3,781,186) (4,890,361)
Purchase of own shares (204,721) (54,916)
(14,901,518) (21,586,987)
Net cash used in financing activities (3) (7,198,244) (233,424)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 654,438 (1,231,403)
Effect of foreign exchange rate (14,150) 21,238
Cash and cash equivalents at the beginning of the period 14 2,609,152 2,986,070
Cash and cash equivalents at the end of the period 14 3,277,740 1,733,429

The accompanying notes are part of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED 31 MARCH 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 31 March 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 31 March 2013 and 31 December 2012, are as follows:

Percentage of capital held
31 March 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%
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%
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%
SKKFOR - Ser.For.e Desen. de Recursos, SA a) Maia 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%
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%

a) Majority of voting rights.

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

5. INVESTMENTS IN ASSOCIATED AND JOINTLY CONTROLLED COMPANIES

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

Percentage of capital held
31 March 2013 31 December 2012 Book Value
Company Head
Office
Direct Total Direct Total 31 March
2013
31 December
2012
Other Assets
Andar - Sociedade Imobiliária, SA Maia 50.00% 50.00% 50.00% 50.00% 552,421 637,735
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% 534,126 510,194
Norscut - Concessionária de Scut Interior Norte, SA Lisbon 36.00% 36.00% 36.00% 36.00% 5,328,887 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 6,439,434 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 31 March and 31 December 2012, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:

31 March 2013 31 December 2012
Total Assets 692,281,331 684,639,926
Total Liabilities 630,407,599 628,141,343
Income 30,569,046 123,046,279
Expenses 26,647,045 114,807,275

During the periods ended 31 March 2013 and 31 March 2012, movements in investments and associated companies may be summarized as follows:

31 March 2013 31 March 2012
Opening balance as at 1 January 4,697,978 60,092,179
Acquisitions in the period 7,000 -
Equity method 1,766,399 1,421,399
Closing balance as at 31 March 6,471,377 61,513,578
Accumulated impairment losses (Note 22) (31,943) (31,943)
6,439,434 61,481,635

The use of the equity method had the following impacts: 1,252,707 euro recorded on share of results of associated undertakings (1.892.060 euro at 31 March 2012), and 513,692 euro in changes in reserves (-470,661 euro at 31 March 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 31 March 2013 and 31 December 2012 are made up as follows:

Percentage of capital held
31 Marh 2013 31 December 2012
Company Head Office Direct Total Direct Total 31 March 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% 39,840,018 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% 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 437,406 437,448
Total (Note 9) 40,728,237 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 three months period ended 31 March 2013 and 31 March 2012, 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
Capital expenditure 21,145 63,186 3,118 1,077,103 1,164,552
Disposals (85,761) (1,016,378) (18,174) - (1,120,313)
Exchange rate effect - 14,907 3,194 - 18,101
Transfers 3,273 90,884 (482,524) (255,294) (643,661)
Closing balance as at 31 March 2013 224,206,358 149,397,964 1,921,721 12,927,641 388,453,684
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2013 83,711,012 57,189,806 2,016,737 - 142,917,555
Charges for the period 639,391 2,594,505 16,410 - 3,250,306
Disposals (17,135) (1,036,624) (18,203) - (1,071,962)
Exchange rate effect - 6,555 1,827 - 8,382
Transfers - (125,409) (486,066) - (611,475)
Closing balance as at 31 March 2013 84,333,268 58,628,833 1,530,705 - 144,492,806
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 31 March 2013 139,873,090 90,769,131 391,016 12,927,641 243,960,878

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

31 March 2013 31 December 2012
Tróia 7,651,582 7,316,889
Photovoltaic Project 3,837,572 3,260,000
Others 1,438,487 1,528,943
12,927,641 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
Capital expenditure - - - 10,890 10,890
Disposals (1,408) (1,738) - - (3,146)
Exchange rate effect - 1,143 - - 1,143
Transfers 3,117 551,806 - (551,806) 3,117
Closing balance as at 31 March 2013 7,989,966 2,158,489 9,422 104,524 10,262,401
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2013 1,172,261 1,238,920 8,155 - 2,419,336
Charges for the period 50,630 78,940 158 - 129,728
Disposals (1,046) (1,738) - - (2,784)
Exchange rate effect - 637 - - 637
Transfers - - - - -
Closing balance as at 31 March 2013 1,221,845 1,316,759 8,313 - 2,546,917
Carrying amount as at 1 January 2013 6,815,996 368,359 1,267 645,440 7,831,062
Carrying amount as at 31 march 2013 6,768,121 841,731 1,109 104,524 7,715,485

8.GOODWILL

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

31 March 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.INVESTMENTS

As at 31 March 2013, movements in investments were as follows:

31 March 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 (42) -
Closing balance as at 31 March 8,073,345 -
Accumulated impairment losses (Note 22) (7,707,935) -
365,410 -
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 472,764 -
Transfers - -
Fair value as at 31 March 40,491,826 -
Accumulated impairment losses (Note 22) (128,999) -
Fair value (net of impairment losses) as at 31 March 40,362,827 -
Other Investments (Note 6) 40,728,237 -

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 31 March 2013 and 31 December 2012, other non-current assets are detailed as follows:

31 March 2013 31 December 2012
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA 17,740,756 16,646,298
Others 222,188 215,303
17,962,944 16,861,601
Impairment losses (Note 22) (34,916) (34,916)
17,928,028 16,826,685
Trade accounts receivable and other debtors
Sale of financial investments 2,457,493 2,457,493
Others 1,199,232 1,197,750
Impairment losses (Note 22) - -
3,656,725 3,655,243
Other non-current assets 21,584,753 20,481,928

11.STOCKS

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

31 March 2013 31 December 2012
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by-products and consumables 1,221,919 - 1,268,569 -
Goods for sale 33,102,809 30,781,226 33,039,474 30,781,226
Finished goods 75,736,529 75,736,529 76,347,355 76,347,355
Work in progress 80,498,631 78,122,154 80,592,327 78,222,630
Payments on account 68,459 - 68,459 -
190,628,347 184,639,909 191,316,184 185,351,211
Accumulated impairment losses on stocks (Note 22) (3,516,260) (3,434,621) (3,515,540) (3,434,621)
187,112,087 181,205,288 187,800,644 181,916,590

12. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

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

31 March 2013 31 December 2012
Trade accounts receivable 23,970,492 28,916,378
Accumulated impairment losses on trade debtors (Note 22) (5,466,097) (5,441,095)
18,504,395 23,475,283
Taxes recoverable 12,873,039 12,380,617
Loans granted to and other amounts to be received from related parties 54,577 68,102
Other current assets
Suppliers with a debtor balance 1,279,631 1,240,239
Other debtors 10,088,720 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 13,754 14,720
Interest receivable 373,958 1,195,981
Deferred costs - Rents 342,652 292,513
Deferred costs - External supplies and services 767,032 756,891
Other current assets 3,353,144 2,304,951
40,422,722 40,051,912
Accumulated impairment losses on other current assets (Note 22) (27,866,401) (27,866,356)
Trade accounts receivable and other current assets 43,988,332 48,109,558

13. DEFERRED TAXES

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

Deferred tax assets Deferred tax liabilities
31 December
31 March 2013
2012
31 March 2013 31 December
2012
Amortisation and Depreciation
harmonisation adjustments
1,012,906 1,019,814 2,580,384 2,440,744
Provisions and impairment losses of
non-tax deductible
9,856,988 9,907,502 40,234 40,234
Write off of tangible and intangible
assets
553,441 620,196 - -
Write off of accruals 241,770 273,593 - -
Revaluation of tangible assets - - 113,190 113,359
Tax losses carried forward 15,862,172 15,800,521 - -
Financial instruments - - 1,828,968 2,590,303
Write off of stocks - - 1,020,906 1,020,906
Taxable temporary differences arising from
the fair value of non-current liabilities
- - 7,743,554 7,746,432
Others 217,921 227,451 385,362 392,548
27,745,198 27,849,077 13,712,598 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 31 March 2013 and 31 December 2012, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

31 March 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 1,384,313 346,078 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 18,343,706 4,585,927 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 16,546,622 4,136,656 2017 16,718,251 4,179,563 2017
Generated in 2013 450,467 112,617 2018 - -
62,676,665 15,669,167 62,430,063 15,607,516
With a time limit different
from the above mentioned
569,640 193,005 569,640 193,005
63,246,305 15,862,172 62,999,704 15,800,521

31 March 2013

As at 31 March 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 31 March 2013, tax losses carried forward amounting to 172,354,926 euro (177,450,385 euro as at 31 December 2012), have not originated deferred tax assets for prudential reasons and are detailed as follows:

31 March 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 15,327,769 3,831,942 2013 17,895,099 4,473,774 2013
Generated in 2008 34,317,271 8,579,318 2014 37,294,794 9,323,699 2014
Generated in 2009 35,717,928 8,929,482 2015 42,270,653 10,567,664 2015
Generated in 2010 16,549,542 4,137,386 2014 17,922,419 4,480,605 2014
Generated in 2011 18,110,478 4,527,620 2015 19,698,860 4,924,715 2015
Generated in 2012 21,644,087 5,411,022 2017 22,854,282 5,713,579 2017
Generated in 2013 10,838,835 2,709,709 2018 - -
152,505,910 38,126,478 157,936,107 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
18,662,301 5,526,359 18,327,563 5,427,546
19,849,016 5,921,891 19,514,278 5,823,079
172,354,926 44,048,369 177,450,385 45,307,115

14. CASH AND CASH EQUIVALENTS

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

31 March 2013 31 December 2012
Cash at hand 187,969 161,516
Bank deposits 3,158,644 3,083,179
Cash and cash equivalents on the balance sheet 3,346,613 3,244,695
Bank overdrafts (Note 17) (68,873) (135,542)
Guarantee deposit - (500,000)
Cash and cash equivalents in the statement of cash-flows 3,277,740 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 31 March 2013, Sonae Capital SGPS, S.A. owns 2,687,610 own shares (1,600,310 own shares at 31 December 2012) booked for 469,426 euro (264,705 euro at 31 December 2012).

16.NON CONTROLLING INTERESTS

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

31 March 2013 31 December 2012
Opening balance as at 1 January 8,707,639 9,241,777
Changes in hedging reserves 6,897 9,230
Changes in the percentage of capital held in affiliated companies - 119,556
Changes resulting from currency translation 8,952 (23,677)
Dividends paid (291,900) -
Others - (4,431)
Profit for the period attributable to minority interests (184,370) (634,816)
Closing balance 8,247,218 8,707,639

17.BORROWINGS

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

31 March 2013 31 December 2012
Outstanding amount Outstanding amount Repayable on
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) 60,000,000 - 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) 25,200,000 - 23,950,000 - Aug/2016
Sonae Capital SGPS - commercial paper f) 6,150,000 - 2,000,000 - Feb/2016
Sonae Capital SGPS - commercial paper d) - 30,000,000 - 30,000,000 Dec/2017
Sonae Capital SGPS g) 2,000,000 31,000,000 2,000,000 31,000,000 Jun/2017
Up-front fees - (288,455) - (317,336)
Others 1,247,711 1,089,286 401,786 1,207,589
102,847,711 61,800,831 96,801,786 70,140,254
Bank overdrafts (Note 14) 68,873 - 135,542 -
Bank loans 102,916,584 61,800,831 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 (11,173) (303,814) - (344,029)
Bond Loans 9,988,827 49,696,186 - 59,655,971
Other loans 686,968 1,615,805 689,568 1,803,305
Derivatives (Note 18) 157,777 1,919,687 199,115 2,532,557
Obligations under finance leases 2,832,982 23,938,147 2,813,237 24,657,747
Up-front fees on finance leases - (111,091) - (114,159)
116,583,138 138,859,564 100,639,248 158,675,674

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 2016.

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 31 March 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 31 March 2013 was on average 3.535%.

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.

Other current loans include bills receivable not yet due.

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

31 March 2013 31 December 2012
Nominal value Interest Nominal value Interest
N+1 a) 116,436,534 7,861,030 100,440,133 8,393,490
N+2 11,029,696 5,872,470 19,279,012 7,208,617
N+3 10,810,819 5,376,717 11,002,099 5,941,516
N+4 10,344,653 3,711,654 20,447,129 3,713,646
N+5 93,069,591 2,610,029 43,053,564 2,875,583
After N+5 12,388,479 560,381 63,136,837 1,010,080
254,079,772 25,992,281 257,358,774 29,142,932

a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 31% 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 31 March 2013 were mainly interest rate options (cashflow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 2,077,465 euro (2,731,672 euro at 31 December 2012) is recorded as liabilities. As at 31 March 2013 and 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
31 March 2013 31 December 2012 31 March 2013 31 December 2012
Non-Hedge accounting derivatives
Interest rate - - - -
Hedge accounting derivatives
Interest rate (Note 17) - - 2,077,465 2,731,672
Other derivatives - - - -
- - 2,077,465 2,731,672

19.OTHER NON-CURRENT LIABILITIES

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

31 March 2013 31 December 2012
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA 2,153,861 2,153,861
Others 1,314,741 1,314,645
3,468,602 3,468,506
Other creditors
Creditors in the restructuring process of Torralta 421,705 410,844
Others - -
421,705 410,844
Deferred income
Obligations by share-based payments (Note 20) 158,566 117,960
158,566 117,960
Other non-current liabilities 4,048,873 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 31 March 2013 and 31 December 2012, the market value of total liabilities arising from sharebased payments, which have not yet vested, may be summarised as follows:

Year of Vesting Number of Fair Value
grant year participants 31 March 2013 31 December 2012
Shares
2010 2013 1 31,609 24,585
2011 2014 2 54,261 42,203
2012 2015 8 251,867 195,897
Total 337,738 262,685

As at 31 March 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:

31 March 2013 31 December 2012
Other non-current liabilities 158,565 117,960
Other current liabilities 31,609 30,794
Reserves 130,944 129,184
Staff Costs 59,231 19,570

21.TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

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

31 March 2013 31 December 2012
Trade creditors 13,421,352 17,589,482
Loans granted by and other payables to related parties
Other current liabilities
399,660 117,793
Fixed assets suppliers 417,026 1,096,072
Advances from customers and down payments 1,617,937 1,968,241
Other creditors 1,502,668 1,267,761
Taxes and contributions payable 8,255,557 6,727,194
Staff costs 6,504,338 5,256,361
Deferred income for services rendered 4,827,827 5,632,274
Interest payable 1,130,140 1,009,851
Investment aid 1,656,525 1,664,142
Other liabilities 8,130,118 9,236,340
34,042,136 33,858,236
Trade accounts payable and other current liabilities 47,863,148 51,565,511

22.PROVISIONS AND ACUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 31 March 2013 were as follows:

Captions Balance as at 1
January 2013
Increases Decreases Utilisations Balance as at
31 March 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 69,250 (10,504) (33,744) 5,466,097
Other current debtors (Note 12) 27,866,356 44 - - 27,866,400
Stocks (Note 11) 3,515,540 777 (57) - 3,516,260
Non current provisions 3,079,824 - - - 3,079,824
Current provisions 1,155,107 - (10,171) - 1,144,936
48,961,714 70,071 (20,732) (33,744) 48,977,309

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

31 March 2013 31 December 2012
Judicial claims 1,792,273 1,792,273
Others 2,432,487 2,442,657
4,224,760 4,234,930

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

23.CONTINGENT ASSETS AND LIABILITIES

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

31 March 2013 31 December 2012
Guarantees given:
on VAT reimbursements 5,120,096 4,988,723
on tax claims 4,109,006 4,126,605
on municipal claims 3,075,270 3,100,248
Others 14,225,668 12,837,588

Others include the following guarantees:

  • 7,163,870 euro (5,658,660 euro as at 31 December 2012) of guarantees on construction works given to clients;

  • 5,581,280 euro as at 31 March 2013 and as at 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 31 March 2013 31 March 2012 31 March 2013 31 March 2012
Parent company (a) - - - -
Associated companies - 103,920 3,025 92,124
Other partners and Group companies (b) 5,313,535 4,070,388 1,400,606 1,642,993
5,313,535 4,174,308 1,403,631 1,735,117
Interest income Interest expenses
Transactions 31 March 2013 31 March 2012 31 March 2013 31 March 2012
Parent company (a) - - - -
Associated companies 227,272 278,187 - -
Other partners and Group companies (b) - - 35,280 35,866
227,272 278,187 35,280 35,866
Accounts receivable Accounts payable
Balances 31 March 2013 31 December 2012 31 March 2013 31 December 2012
Parent company (a) - - - -
Associated companies 227,272 1,101,343 2,958 4,932
Other partners and Group companies (b) 7,201,905 13,671,174 2,392,548 2,673,449
7,429,177 14,772,517 2,395,506 2,678,381
Loans obtained Loans granted
Balances 31 March 2013 31 December 2012 31 March 2013 31 December 2012
Parent company (a) - - - -
Associated companies - - 17,928,028 16,826,685
Other partners and Group companies (b) 2,153,957 2,153,861 - -
2,153,957 2,153,861 17,928,028 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.

25.TAXATION

Income tax for the three months periods ended 31 March 2013 and 2012 was made up as follows:

31 March 2013 31 March 2012
Current tax 2,121,798 564,171
Deferred tax (688,978) (1,546,050)
Taxation 1,432,820 (981,879)

26.RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 31 March 2013 and 2012, the reconciliation of consolidated net profit can be analysed as follows:

31 March 2013 31 March 2012
Aggregate net profit 8,507,927 (5,944,508)
Harmonisation adjustments 158,243 (625,188)
Elimination of intragroup dividends (16,349,646) (2,398,068)
Share of gains/(losses) of associated undertakings 1,252,707 1,892,060
Elimination of intragroup capital gains/(losses) 493 -
(253,547) 169,893
249,969 -
Consolidated net profit for the year (6,433,854) (6,905,811)
Elimination of intragroup impairment
Adjustments of gains/(losses) of financial shareholdings sale

27.EARNINGS PER SHARE

Earnings per share for the periods ended 31 March 2013 and 2012 were calculated taking into consideration the following amounts:

31 March 2013 31 March 2012
Net profit
Net profit taken into consideration to calculate basic earnings per share
(Net profit for the period )
(6,249,484) (6,623,881)
Net profit taken into consideration to calculate diluted earnings per share (6,249,484) (6,623,881)
Number of shares
Weighted average number of shares used to calculated basic earnings per
share
248,203,570 249,618,700
Weighted average number of shares used to calculated diluted earnings
per share
248,203,570 249,618,700
Earnings per share (basic and diluted) (0.025179) (0.026536)

28.SEGMENT INFORMATION

In 31 March 2013 and 31 March and 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 31 March 2013 and 2012 can be detailed as follows:

31 March 2013
Profit & Loss Account Sales Services
rendered
Other
operational
income
Total operational
income
Operational cash-flow
(EBITDA)
Resorts 884,560 1,389,365 490,220 2,764,145 (369,554)
Hotels 14,392 1,793,345 160,743 1,968,480 (2,338,787)
Fitness 21,415 2,777,423 372,283 3,171,121 148,924
Other - 293,430 34,164 327,594 3,278
Intersegment Adjustments (322) (843,253) (208,888) (1,052,463) 6,081
Sonae Turismo 920,045 5,410,310 848,522 7,178,877 (2,550,058)
Energy 3,250,084 56,660 75,249 3,381,993 851,927
Refrigeration and HVAC 3,151,513 9,950,930 180,286 13,282,729 (19,035)
Real Estate Assets 100,000 1,832,560 125,465 2,058,025 1,003,000
Financial Assets 744 2,154,171 404,348 2,559,263 232,287
Intersegment Adjustments - - - - -
Total Other Assets 100,744 3,986,731 529,813 4,617,288 1,235,287
Holding & Others - 1,356,864 54,292 1,411,156 (405,850)
Intersegment Adjustments (540,185) (3,078,274) (7,851) (3,626,310) (6,835)
Consolidated 6,882,201 17,683,221 1,680,311 26,245,733 (894,564)
31 March 2012
Profit & Loss Account Sales Services
rendered
Other
operational
income
Total operational
income
Operational cash-flow
(EBITDA)
Resorts 1,172,963 1,443,221 480,057 3,096,241 (912,796)
Hotels 14,623 1,587,363 250,025 1,852,011 (2,763,697)
Fitness 10,653 3,257,990 75,586 3,344,229 (371,464)
Other - 630,957 232,749 863,706 139,273
Intersegment Adjustments (1) (897,270) (410,961) (1,308,232) 483
Sonae Turismo 1,198,238 6,022,261 627,456 7,847,955 (3,908,201)
Energy 2,912,862 157,052 111,064 3,180,978 648,213
Refrigeration and HVAC 7,956,676 4,682,528 93,926 12,733,130 (275,686)
Real Estate Assets 65,000 2,090,690 129,578 2,285,268 1,026,897
Financial Assets 12,425 2,176,456 183,979 2,372,860 (183,056)
Intersegment Adjustments - - - - -
Total Other Assets 77,425 4,267,146 313,557 4,658,128 843,841
Holding & Others - 1,169,084 10,707 1,179,791 (453,157)
Intersegment Adjustments (518,711) (2,823,757) 272,242 (3,070,226) 32
Consolidated 11,626,490 13,474,314 1,428,952 26,529,756 (3,144,958)

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

31 March 2013
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Resorts 109,551,381 162,390 169,108,077 278,821,848 167,752,119 73,808 20,176,485 20,050,333
Hotels 1,823,394 7,638 19,940,339 21,771,371 33,053,974 4,726 - (118,480)
Fitness 10,146,858 20,066 2,101,566 12,268,490 22,217,707 46,423 1,628,722 1,530,205
Other 5,572 341,450 141,621,523 141,968,545 250,273,335 - - (11,226)
Intersegment Adjustments - - (159,922,282) (159,922,282) (165,702,054) - - -
Sonae Turismo 121,527,205 531,544 172,849,223 294,907,972 307,595,081 124,958 21,805,207 21,450,832
Energy 18,772,106 2,546 6,576,940 25,351,591 22,539,331 872,953 8,889,454 8,885,903
Refrigeration and HVAC 522,799 - 50,962,960 51,485,759 18,391,028 7,456 326,578 (323,941)
Real Estate Assets 108,755,360 20,881,519 107,527,916 237,164,796 160,895,437 82,804 16,817 (1,787,211)
Financial Assets 1,670,535 6,155,732 55,136,038 62,962,305 30,388,714 76,767 483,112 61,154
Intersegment Adjustments - - - - - - - -
Total Other Assets 110,425,896 27,037,251 162,663,954 300,127,101 191,284,151 159,571 499,929 (1,726,057)
Holding & Others 428,358 19,596,329 415,781,126 435,805,814 253,111,791 10,504 223,921,535 223,809,352
Intersegment Adjustments - - (464,068,577) (464,068,577) (467,629,301) - - -
Consolidated 251,676,363 47,167,671 344,765,626 643,609,660 325,292,081 1,175,441 255,442,702 252,096,089
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:

Mar.13
Inflows
Gross Bank Debt 223,916,245
Cash and Cash Equivalents 106,483
Net Bank Debt 223,809,762
Tourism 0
Energy 2,912,000.00
Sistavac 16,800,630.00
Other Assets 908,470
Intercompany ST Loans Obtained 20,621,100
Total Inflows 244,430,862
Outflows
Tourism 246,991,296
Energy 0
Sistavac 0
Other Assets 144,823,968
Intercompany Loans Granted 391,815,264

29.SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 31 March 2013.

30.APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 8 May 2013.

INDIVIDUAL FINANCIAL STATEMENTS

31 MARCH 2013

INDIVIDUAL BALANCE SHEETS AS AT 31 MARCH 2013 AND 31 DECEMBER 2012

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

(Amounts expressed in euro)

ASSETS Notes 31 March 2013 31 December 2012
NON CURRENT ASSETS:
Tangible assets
Investments
Deferred tax assets
Other non current assets
4
7
5
583,181,509
539,961
138,721,946
582,772,362
429,213
133,517,946
Total Non Current Assets 722,443,417 716,719,521
CURRENT ASSETS:
Other current assets
Cash and cash equivalents
Total Current Assets 6
8
30,004,794
105,317
30,110,111
26,036,184
374,001
26,410,185
TOTAL ASSETS 752,553,528 743,129,706
EQUITY AND LIABILITIES
EQUITY:
Share Capital
Own shares
Legal reserve
Other reserves
Retained earnings
Profit / (Loss) for the period
9
9
10
10
250,000,000
(469,426)
8,307,376
287,715,325
-
12,398,885
250,000,000
(264,705)
8,307,376
288,710,416
-
(995,091)
TOTAL EQUITY 557,952,160 545,757,996
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans
Bonds
Other non current liabilities
Deferred tax liabilities
Total Non Current Liabilities 11
11
7
60,711,545
-
62,594
-
60,774,139
68,932,664
9,985,411
52,605
778
78,971,458
CURRENT LIABILITIES
Suppliers
Bank loans
Bonds
Other creditors
Other current liabilities
Total Current Liabilities 11
11
12
13
43,747
101,600,000
9,988,827
20,621,100
1,573,556
133,827,229
68,784
96,400,981
-
20,748,477
1,182,010
118,400,252
TOTAL EQUITY AND LIABILITIES 752,553,528 743,129,706

The accompanying notes are an integral part of these financial statements

The Chief Accountant

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE THREE MONTHS ENDED 31 MARCH 2013 AND 2012

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

(Amounts expressed in euro)

Notes 31 March 2013 31 March 2012
Operational income
Other operational income 4,735 3,398
Total operational income 4,735 3,398
Operational expenses
External supplies and services 14 (250,074) (111,052)
Staff costs 15 (221,835) (162,106)
Depreciation and amortisation - -
Other operational expenses (9,883) (7)
Total operational expenses (481,792) (273,165)
Operational profit/(loss) (477,057) (269,767)
Financial income 16 2,263,683 2,941,583
Financial expenses 16 (2,261,308) (2,924,038)
Net financial income/(expenses) 2,374 17,546
Investment income 16 12,764,392 382,921
Profit/(loss) before taxation 12,289,709 130,700
Taxation 17 109,176 60,721
Profit/(loss) for the period 12,398,885 191,421
Profit/(loss) per share
Basic and diluted 18 0.049954 0.000767

The accompanying notes are an integral part of these financial statements

The Chief Accountant The Board of Directors

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 31 MARCH 2013 AND 2012

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

(Amounts expressed in euro)

31 March 2013 31 March 2012
Net profit for the period 12,398,885 191,421
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 12,398,885 191,421

The accompanying notes are an integral part of these financial statements

The Chief Accountant The Board of Directors

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED 31 MARCH 2013 AND 2012

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

(Amounts expressed in euro)

Sha
re
Cap
ital
Ow
n
Sha
res
Leg
al
Res
erve
Fai
r V
alu
e
Res
erve
Hed
ing
g
Res
erve
Oth
er
Res
erve
s
Ret
ain
ed
Ear
ning
s
Sub
al
tot
Net
fit /
(
loss
)
pro
Tot
al E
ity
qu
Bal
t 1
Jan
201
2
anc
e a
s a
uar
y
250
,00
0,0
00
(
36,
144
)
8,3
07,
376
- - 289
,62
8,6
22
- 297
,93
5,9
98
(
918
,20
6)
546
,98
1,6
48
Tot
al c
hen
sive
inc
e fo
r th
erio
d
om
pre
om
e p
- - - - - - - - 191
,42
1
191
,42
1
App
riat
ion
of p
rofit
rop
s:
Tra
nsfe
leg
al r
and
ain
ed
ning
r to
ret
ese
rve
ear
s
Divi
- - - - - (
918
,20
6)
- (
918
,20
6)
918
,20
6
-
den
ds
dis
trib
d
ute
Acq
uis
itio
n/(
dis
al)
of o
sha
pos
wn
res
-
-
-
(
54,
916
)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(
54,
916
)
Oth
ers
- - - - - - - - - -
Bal
Ma
rch
t 31
20
12
anc
e a
s a
250
,00
0,0
00
(
)
91,
060
8,3
07,
376
- - 288
,71
0,4
16
- 297
,01
7,7
92
191
,42
1
547
,11
8,1
53
Bal
t 1
Jan
201
3
anc
e a
s a
uar
y
250
,00
0,0
00
(
264
,70
5)
8,3
07,
376
- - 288
,71
0,4
16
- 297
,01
7,7
92
(
995
,09
1)
545
,75
7,9
96
Tot
al c
hen
sive
inc
e fo
r th
erio
d
om
pre
om
e p
- - - - - - - - 12,
398
,88
5
12,
398
,88
5
App
riat
ion
of p
rofit
rop
s:
Tra
nsfe
leg
al r
and
ain
ed
ning
r to
ret
ese
rve
ear
s
Divi
den
ds
dis
trib
d
ute
- - - - - (
995
,09
1)
- (
995
,09
1)
995
,09
1
-
of o
Acq
uis
itio
n/(
dis
al)
sha
pos
wn
res
-
-
-
(
204
,72
1)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(
204
,72
1)
Oth
ers
- - - - - - - - - -
Bal
Ma
rch
t 31
20
13
anc
e a
s a
250
,00
0,0
00
(
6)
469
,42
8,3
07,
376
- - 287
,71
5,3
25
- 296
,02
2,7
01
12,
398
,88
5
557
,95
2,1
60

The accompanying notes are an integral part of these financial statements

The Chief Accountant

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE THREE MONTHS ENDED 31 MARCH 2013 AND 2012

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

(Amounts expressed in euro)

31 March 2013 31 March 2012
OPERATING ACTIVITIES
Cash paid to trade creditors 276,517 1,725,111
Cash paid to employees 158,335 64,973
Cash flow generated by operations (434,851) (1,790,084)
Income taxes (paid)/received 506 17,440
Other cash receipts/(payments) relating to operating activities (506,713) (48,527)
Net cash flow from operating activities [1] (942,070) (1,856,051)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 5,051,168 5,200,426
Dividends - -
Loans obtained 6,098,450 -
11,149,618 5,200,426
Cash payments arising from:
Loans granted 5,204,000 30,821,846
5,204,000 30,821,846
Net cash flow from investment activities [2] 5,945,618 (25,621,420)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 6,950,000 45,981,000
6,950,000 45,981,000
Cash Payments arising from:
Interest and similar costs 1,891,029 3,034,005
Acquisition of own shares 204,721 54,916
Loans obtained 10,125,500 15,750,000
Net cash flow from financing activities [3] 12,221,250 18,838,921
(5,271,250) 27,142,079
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3]
Cash and cash equivalents at the beginning of the period (267,702) (335,392)
Cash and cash equivalents at the end of the period 8 373,019 350,634
8 105,317 15,242

The accompanying notes are an integral part of these financial statements

The Chief Accountant The Board of Directors

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED 31 MARCH 2013

(Translation from the Portuguese Original)

(Amounts expressed in euro)

1. INTRODUCTION

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

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

2. PRINCIPAL ACCOUNTING POLICIES

The principal accounting policies adopted in preparing the accompanying individual financial statements are consisting with those used in the financial statements presented for the year ended 31 December 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 31 March 2013 and 31 December 2012 Investments are detailed as follows:

31 March 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 (1,017,763) (1,426,910)
583,181,509 582,772,362

4.1 Investments in affiliated and associated undertakings

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

31 March 2013 31 December 2012
Company % Held Book Value Fair Value % Held Book Value Fair Value
Res erve 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 As sets , SGPS, SA 76,64 82,000,000 - 76,64 82,000,000 -
Sonae Turis mo, 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, 409,147 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 31 March 2013 and 31 December 2012 Other Non-Current Assets are detailed as follows:

31 March 2013 31 December 2012
Loans granted to group companies:
SC, SGPS, SA 26,032,203 111,341,743
SC As sets , SGPS, SA 112,689,743 22,176,203
138,721,946 133,517,946

These assets were not due or impaired as at 31 March 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 31 March 2013 and 31 December 2012 Other Current Assets can be detailed as follows:
-------------------------------------------------------------------------------------------
31 March 2013 31 December 2012
Group companies - Short term loans :
SC, SGPS, SA 14,040,917 20,450,367
SC-Consultadoria,SA - -
SC As sets SGPS, SA 566,130 255,130
Sonae Turis mo-SGPS,SA - -
Group companies - Attributed profit:
SC As sets SGPS, SA 2,221,944 -
SC, SGPS, SA 9,500,000 -
Spred, SGPS, SA 633,301 -
Suppliers 350 5,213
Income tax withheld 189,700 189,194
Other Debtors 1,962 5,500
Accrued income 2,317,067 5,107,967
Deferred cos ts 533,423 22,812
30,004,794 26,036,184

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

7. DEFERRED TAXES

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

Deferred tax assets Deferred tax liabilities
31 March 2013 31 December 2012 31 March 2013 31 December 2012
Tax losses carried forward 539,961 429,213 -
-
Others - - -
11,699

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

Deferred tax as sets Deferred tax liabilities
31 March 2013 31 December 2012 31 March 2013 31 December 2012
Opening balance 429,213 451,247 778 11,699
Effect in res ults ( Nota 18):
Tax losses carried forward 110,749 (22,034) - -
Others - (778) (10,921)
539,961 429,213 - 778
Effect in res erves : - - - -
Clos ing balance 539,961 429,213 - 778

8. CASH AND CASH EQUIVALENTS

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

31 March 2013 31 December 2012
Cash 1,004 1,004
Bank deposits 104,314 372,997
Cash and cash equivalents in the balance sheet 105,317 374,001
Bank overdrafts - 981
Cash and cash equivalents in the cash flow statement 105,317 373,019

9. SHARE CAPITAL

As at 31 March 2013 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.

In 2013, Sonae Capital SGPS, S.A. bought 1,087,300 own shares on the stock market, representing 0.435% of its share capital, for a total consideration of 204,721 euro. As at 31 March 2013, the total of own shares held by the company is 2,687,610, representing 1.075% of its share capital.

10. RESERVES

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

31 March 2013 31 December 2012
Free res erves 154,607,646 155,807,458
Demerger res erve 132,638,252 132,638,252
Own s hares res erve 469,426 264,705
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 31 March 2013 the value of this caption is 8,307,376 euro.

11. LOANS

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

31 March 2013 31 December 2012
Bank loans - Commercial paper 30,000,000 38,250,000
Bank loans - Term loan 31,000,000 31,000,000
Up-front fees not yet charged to income statement (288,455) (317,336)
Bank loans - non current 60,711,545 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 60,711,545 78,918,075
Bank loans - Commercial paper 99,600,000 94,400,000
Bank loans - Term loan 2,000,000 2,000,000
Bond Loans 10,000,000 -
Up-front fees not yet charged to income statement (11,173) -
Bank overdrafts - 981
Current bank loans 111,588,827 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.

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 31 March 2013 was 4.464%.

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;

    • ii. Commercial Paper Programme issued on 31 March 2011 with subscription guarantee, valid for a period of 5 years and 5 months;
  • iii. 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;
  • iv. Commercial Paper Programme issued on 30 December 2010 with subscription guarantee and valid for a period of 3 years;
  • v. 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 31 March 2013 and 31 December 2012, these captions were made up as follows:

31 March 2013 31 December 2012
Other creditors
Group companies - Short term loans:
Spred, SGPS, SA 20,621,100 20,746,600
Other creditors - 1,877
20,621,100 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 31 March 2013 and 31 December 2012, these captions were made up as follows:

31 March 2013 31 December 2012
Other current liabil ities
Taxes payable 42,382 140,913
Accruals:
Staff costs 298,465 235,216
Interest payable 1,076,916 637,782
Other accruals 153,467 164,029
Deferred income 2,326 4,070
1,573,556 1,182,010

14. EXTERNAL SUPPLIES AND SERVICES

As at 31 March 2013 and 31 March 2012, External Supplies and Services can be detailed as follows:

31 March 2013 31 March 2012
Operational rents 10,499 8,257
Insurance costs 12,045 12,707
Travelling expens es 4,984 2,938
Services obtained 216,054 84,031
Other services 6,492 3,120
250,074 111,052

15. STAFF COSTS

As at 31 March 2013 and 31 March 2012, Staff Costs are made up as follows:

31 March 2013 31 March 2012
Governi ng bodi es ' remunerations 180,604 147,152
Staff's remunerations - -
Social s ecuri ty contributi ons 17,193 11,203
Other staff costs 24,038 3,751
221,835 162,106

16. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 31 March 2013 and 31 March 2012, Net Financial Expenses and Investment Income can be detailed as follows:

31 March 2013 31 March 2012
Interest payable and similar expens es
Interest arising from:
Bank loans (1,766,661) (1,646,055)
Bonds (119,793) (318,937)
Other (28,700) (81,206)
Other financial expens es (346,153) (877,839)
(2,261,308) (2,924,037)
Interest receivable and similar income
Interest income 2,263,683 2,941,583
2,263,683 2,941,583
Net financial expens es 2,374 17,546
Revers al of Impairment loss es (Note 4.1) 409,147 -
Dividends received 12,355,245 382,921
Inves tment income 12,764,392 382,921

As at 31 March 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 31 March 2013 and 31 March 2012, Taxation is made up as follows:

31 March 2013 31 March 2012
Current tax (2,351) (2,275)
Deferred tax 111,527 62,996
109,176 60,721

18. EARNINGS PER SHARE

Earnings per share for the three months periods ended 31 March 2013 and 2012 were calculated taking into consideration the following amounts:

31 March 2013 31 March 2012
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period ) 12,398,885 191,421
Effect of dilutive potential s hares - -
Net profit taken into consideration to calculate
diluted earnings per s hare 12,398,885 191,421
Number of shares
Weighted average number of shares used to calculate
bas ic earnings per share 248,203,570 249,618,700
Weighted average number of shares used to calculate
diluted earnings per s hare 248,203,570 249,618,700
Earnings per share (basic and diluted) 0.049954 0.000767

19. INFORMATION REQUIRED BY LAW

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

In the period ended 31 March 2013 shareholders' loan contracts were entered into with the companies SC, SGPS, SA and SC Assets, SGPS, SA.

In the period ended 31 March 2013 there were no short-term loan contracts entered into.

As at 31 March 2013 amounts due by affiliated companies can be summarized as follows:

Loans and Short term loans granted

Companies Closing Balance
SC, SGPS, SA 40,073,120
SC As sets, SGPS, SA 113,255,873
153,328,993

As at 31 March 2013 amounts due to affiliated companies can be summarized as follows:

Short term loans obtained

Companies Closing Balance
Spred, SGPS, SA 20,621,100
20,621,100

20. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 8 May 2013.

The Board of Directors

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