Interim / Quarterly Report • Sep 22, 2016
Interim / Quarterly Report
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Registered Office: Lugar do Espido, Via Norte, Maia, Portugal Registered at the Commercial Registry of Maia Registry and Tax Identification No. 506 035 034 Share Capital: € 812 107 574.17 Publicly Traded Company
CONTENTS
MANAGEMENT REPORT
APPENDICES IN ACCORD WITH ART 9 AND 14 OF CMVM REGULATION 5/2008
STATEMENT IN ACCORD WITH ART 246 CMVM CODE
CONSOLIDATED FINANCIAL STATEMENTS
I am pleased to present our first results following the conclusion of the strategic partnership with Arauco, involving our boards, chemicals and impregnation activities in Europe and South Africa. The new partnership constitutes an important milestone for Sonae Indústria paving the way for improving and more sustainable profitability.
As a result of the partnership with Arauco, Sonae Indústria now owns 50% of Sonae Arauco and retains full ownership of the Boards business in North America and of the Laminates & Components business, together with some real estate assets in Europe. The new ownership configuration will allow for greater focus and resourcing of all of the businesses, either through the partnership in the case of Sonae Arauco or directly by Sonae Indústria in the case of both our North American business and our Laminates & Components business.
During 1H16, all three main business units performed better compared to last year driven by improved results in North America and in our Laminates operations in Portugal and the contribution from Sonae Arauco. Considering our 50% share of Sonae Arauco's figures, at the end of June 2016, the proportional last twelve months Recurrent EBITDA stood at 83 million Euros and proportional net debt at 339 million Euros, implying a leverage ratio of 4.1x. This compares to a leverage ratio of 5.1x for Sonae Indústria at the end of March, prior "closing" of the Sonae Arauco partnership.
Also during the 1H16 we concluded the investment in a fifth melamine surfacing line, that includes embossed and in-register capabilities, at our Lac-Mégantic plant in North America. This investment will further improve our position in the higher value decorative product segments and strengthen our Canadian plant as a reference player in the North American market.
Following the conclusion of the partnership with Arauco, in addition to supporting Sonae Arauco, we will focus on ways to improve and grow our business in North America and our Laminates & Components business and to seek to monetize the surplus real estate assets that still remain on our books.
I would like to take this opportunity to thank our employees for their hard work and dedication including efforts made to conclude the partnership with Arauco, and I would like to thank all our stakeholders for their continued support of and confidence in, our Board of Directors and management team.
Paulo Azevedo Chairman Sonae Indústria
The completion of the partnership with Arauco and the subsequent loss of control of Sonae Arauco (formerly Tableros de Fibras or Tafisa), has led to a number of material accounting changes in Sonae Indústria's consolidated financial statements as summarized below.
The Consolidated Income Statement (P&L) for 2016 shows all the companies included in the consolidation perimeter of Sonae Arauco also classified as Discontinued Operations until May, and accounted by the Equity Method as of the 1 June 2016.
The P&L for 2015 was restated to show as Discontinued Operations the results of all the companies included in the consolidation perimeter of Sonae Arauco. It should be noted that this is in addition to the results of the French industrial units Ussel (sold in March 2015) and Linxe (sold in July 2015), Pontecaldelas plant, in Spain, and Betanzos, in Spain (sold in April 2015) that had already been considered as Discontinued Operations in 2015.
The balance sheet as at 31 December 2015 has not been restated. As at 30 June 2016, the balance sheet represents the position of Sonae Indústria under the new perimeter with the 50% shareholding in Sonae Arauco equity accounted.
The investment in Sonae Arauco (now equity accounted) has been booked provisionally at 147.3 million euros as at 31 May 2016, the completion date for the setting up of the partnership with Arauco. This is a provisional accounting value of Sonae Arauco resulting from its deconsolidation from Sonae Industria's consolidated accounts. Within the framework of IAS 28 and IFRS 11, this is a provisional accounting value and will be subject to correction in the year end 2016 financial statements once a 'Fair Value' has been established for Sonae Arauco. This correction will necessarily have an effect on year end 2016 financial statements which, at this stage, is not possible to determine. Due to the positive results of Sonae Arauco in the month of June, the investment in Sonae Arauco as at 30 June 2016 stood at 151.7 million euros.
Additionally, due to the loss of control of Sonae Arauco and in accordance with IFRS 10, the composition of Shareholders' Funds has been reclassified with the 'Translation Reserves' (cumulative exchange rate impacts on equity) related to Sonae Arauco companies having been moved from 'Other Comprehensive Income' to 'Other Reserves & Accumulated earnings'. Although this change is neutral on Shareholders' Funds, it has led to a corresponding accounting charge in the P&L for the amount of the reclassification (36.6 million Euros).
Due to the fact that one of Sonae Indústria's main assets (its 50% shareholding in Sonae Arauco) is now accounted by the Equity method, Proportional Turnover, Proportional Recurrent EBITDA, Proportional Leverage and Loan to Value financial indicators are presented, given their greater relevance for the purpose of valuation and leverage analysis of Sonae Indústria today (see "Glossary of Terms" for definitions).
| FINANCIAL INDICATORS | 1H16 |
|---|---|
| Proportional LTM Turnover | 647 |
| LEVERAGE | |
| Proportional LTM Rec. EBITDA | 83 |
| Proportional Net Debt | 339 |
| Proportional Leverage | 4.1 x |
| LOAN TO VALUE | |
| Net Debt of Sonae Indústria | 222 |
| Asset Value | 472 |
| LTV (Net Debt of Sonae Indústria / Asset Value) | 47% |
Consolidated turnover reached circa 121 million Euros for the semester, an increase of 3.2% (or 3.7 million Euros), when compared to the same period of last year, on a comparable basis. This performance was mainly driven by better results of our Canadian plant y.o.y., with a better product mix (higher share of melamine products) and increases in average selling prices. In addition, results also benefited from the positive performance of our Laminates plant in Portugal in terms of sales volumes, which grow by circa 62% y.o.y.
It should be noted that the depreciation of the Canadian dollar vs. the EUR during 1H16, negatively impacted consolidated turnover. On a like for like basis, using exchange rates of 2015, consolidated turnover would have been circa 8.2 million Euros higher, representing an increase of 10.2%.
Proportional Turnover of 332 million Euros in 1H16 which compares with 327 million Euros in 1H15.
TURNOVER BY DESTINATION MARKET – 1H15 TURNOVER BY DESTINATION MARKET – 1H16
Total fixed costs for the first six months of the year, on a like for like basis, were kept relatively stable when compared to the same period in 2015 representing circa 16% of Turnover.
Total headcount for Sonae Indústria, at the end of June 2016 and considering fully owned businesses, was of 486 FTEs.
Recurrent EBITDA for 1H16 reached 19 million Euros, an improvement of 29%, when compared to same period of last year, with an implicit Recurrent EBITDA margin of 15.6% (+3.1 p.p. vs. 1H15), on a comparable basis. This implies a LTM recurrent EBITDA of 34 million euros. LTM Proportional Recurrent EBITDA (i.e., including 50% of Sonae Arauco Recurrent EBITDA) was 83 million euros.
| CONSOLIDATED INCOME STATEMENT | |||
|---|---|---|---|
| Mil li on euros | |||
| 1H15 | 1H16 / | ||
| Restated | 1H16 | 1H15(R) | |
| Turnover | 117 | 121 | 3% |
| Other operational income | 3 | 4 | 38% |
| EBITDA | 14 | 19 | 35% |
| Non recurrent items | (0) | 0 | - |
| Recurrent EBITDA | 15 | 19 | 29% |
| Recurrent EBITDA Margin % | 12.5% | 15.6% | 3.1 pp |
| Proportional Recurrent EBITDA | 34 | 49 | 42% |
| Depreciation and amortisation | (7) | (6) | 16% |
| Provisions and impairment Losses | (0) | 0 | - |
| Operational profit (EBIT) | 7 | 14 | 92% |
| Net financial charges | 0 | (10) | - |
| o.w. Net interest charges | 1 | (8) | - |
| o.w. Net exchange differences | (0) | 0 | - |
| o.w. Net financial discounts | (1) | (1) | (8%) |
| Gains and losses in Joint-Ventures | 0 | 3 | - |
| Profit before taxes (EBT) | 7 | 7 | (2%) |
| Taxes | (2) | (4) | (60%) |
| o.w. Current tax | (2) | (4) | - |
| o.w. Deferred tax | (0) | 1 | - |
| Profit/(loss) from continued operations | 5 | 3 | (31%) |
| Profit/(loss) from discontinued operations | (25) | (31) | (25%) |
| Consolidated net profit/(loss) for the period | (20) | (27) | (39%) |
| Losses (income) attrib. to non-controlling interests | (0) | 0 | - |
| Net profit/(loss) attributable to Equity Holders | (20) | (27) | (39%) |
Consolidated EBITDA for 1H16 reached 19 million Euros, 5 million Euros higher than 1H15, on a comparable basis. Contrary to previous periods, the group's consolidated performance was positively impacted by nonrecurrent items related with inactive sites in the amount of 0.3 million Euros for the semester resulting from the sale of Coleraine land (UK) in April 2016, which generated a gain of circa 0.8 million Euros, which more than offset the on-going costs of inactive sites.
Proportional Recurrent EBITDA was 49 million Euros during 1H16, which represents an improvement of 42%, when compared to the same period of last year, on a comparable basis.
Depreciation and amortization charges for the semester were reduced by circa 1 million Euros vs. 1H15, which is mainly explained by the reduction in depreciation charges in our North American operation.
Provisions and impairment losses for the semester totalled a net amount of circa -0.3 million Euros, corresponding to a release of provisions for the legacy restructuring process in France.
Net financial charges in 1H16 were 9.8 million Euros, a significant increase when compared to the restated figures for the same period of last year. This is essentially due to: (i) a 7.3 million Euros reduction in net interest income on loans to and from what were previously intra group companies vs. 1H15, which is explained by the fact that those loans (mostly loans from Sonae Indústria to Sonae Arauco companies) were fully repaid by 1H16; and (ii) recognition of previously deferred upfront financing costs of 1.9 million Euros due to early repayment of loans as part of the refinancing process related to the execution of the Sonae Arauco partnership.
Gains and losses in Joint-Ventures, at the end of June 2016, amounted to circa 3.2 million Euros, corresponding to 50% of the consolidated net profit of Sonae Arauco since 1 June 2016.
Current tax charges were approximately 4.3 million Euros for the semester, which represents an increase of 2.5 million Euros vs. 1H15, on a comparable basis. The increase in the tax charge is explained by: (i) higher tax charges in Canada; and (ii) lower tax consolidation benefit in 2016 due to the deconsolidation of Sonae Arauco entities from the Portuguese tax consolidation perimeter in 1H16.
The combination of the above factors led to a consolidated positive Net Result for Continued Operations in the amount of 3.3 million Euros for the semester, a reduction of 31% when compared to 1H15, on a comparable basis.
The results of Discontinued Operations showed a Net loss at the end of June 2016 of 31 million Euros. This comprises a positive net profit contribution of 5.9 million Euros from Sonae Arauco and an accounting charge of 36.6 million euros resulting from the need to reclassify cumulative Translation Reserves related to Sonae Arauco companies from 'Other Comprehensive Income' to 'Other Reserves & Accumulated Earnings' due to the loss of control of Sonae Arauco in accordance with IFRS 10. This led to a Net Loss of 27 million Euros for the period to 30 June 2016.
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION Million euros |
|||
|---|---|---|---|
| Non current assets | 1H15 802 |
2015 758 |
1H16 314 |
| Tangible assets | 670 | 629 | 152 |
| Goodwill | 82 | 81 | 0 |
| Deferred tax asset | 27 | 28 | 2 |
| Other non current assets | 23 | 20 | 159 |
| Current assets | 283 | 243 | 52 |
| Inventories | 99 | 98 | 18 |
| Trade debtors | 135 | 85 | 20 |
| Cash and cash equivalents | 12 | 29 | 7 |
| Other current assets | 39 | 31 | 7 |
| Non-current assets classified as available for sale | 4 | 2 | 2 |
| Total assets | 1,089 | 1,003 | 367 |
| Shareholders' Funds | 90 | 58 | 69 |
| Equity Holders | 91 | 58 | 69 |
| Non-controlling interests | (0) | (0) | 0 |
| Liabilities | 988 | 945 | 298 |
| Interest bearing debt | 618 | 599 | 229 |
| Non current | 456 | 71 | 224 |
| Current | 162 | 528 | 4 |
| Trade creditors | 142 | 139 | 30 |
| Other liabilities | 228 | 207 | 40 |
| Liabilities directly associated with non-current assets classified | |||
| as available for sale | 11 | 0 | 0 |
| Total Shareholders'Funds and liabilities | 1,089 | 1,003 | 367 |
| Net debt | 606 | 570 | 222 |
| Working Capital | 91 | 44 | 8 |
In contrast to the Consolidated Income Statement, the Balance sheet for 2015 has not been restated. Accordingly, the balance sheet as at 31 December 2015 include all the companies in the consolidation perimeter of Sonae Indústria including those of Sonae Arauco, and therefore is not comparable to that shown as at 30 June 2016. Nevertheless, the following items are worth highlighting in respect of the balance sheet:
Included in Tangible Assets under Other Non-current assets, is the investment in Joint-Ventures (50% of Sonae Arauco) in an amount of 151.7 million Euros stated at provisional accounting value at the end of June 2016 (including 50% of the net results of Sonae Arauco for June) and will be subject to correction in the year end 2016 accounts once a 'Fair Value' has been determined.
Consolidated Working Capital showed a significant reduction at the end of 1H16 reaching 8.2 million Euros, reflecting the smaller consolidation perimeter and also the lower investment in working capital by our Canadian operation.
Net Debt stood at circa 222 million Euros at the end of June 2016.
Despite the smaller balance sheet of Sonae Indústria as a result of the deconsolidation of Sonae Arauco, Total Shareholder's funds at the end of June 2016 amounted to circa 69 million Euros, 11 million Euros above December 2015 value.
Note: 2015 numbers exclude investments in French plants sold in 2015 (for comparability purposes); 2016 numbers exclude transfer of Real Estate from Sonae Arauco to Sonae Indústria perimeter in 2016 (within the corporate restructuring required for Sonae Arauco partnership).
Additions to Gross Tangible Assets reached 3.8 million Euros for the semester, which compares with 1.9 million Euros during the same period in 2015, on a comparable basis. During this semester, the majority of the investments were executed in our North American plant, being circa 2.3 million Euros related with the strategic investment in a 5th melamine surfacing line.
| FINANCIAL INDICATORS | 1H16 |
|---|---|
| Proportional LTM Turnover | 647 |
| LEVERAGE | |
| Proportional LTM Rec. EBITDA | 83 |
| Proportional Net Debt | 339 |
| Proportional Leverage | 4.1 x |
| LOAN TO VALUE | |
| Net Debt of Sonae Indústria | 222 |
| Asset Value | 472 |
| LTV (Net Debt of Sonae Indústria / Asset Value) | 47% |
Both Net Debt to LTM Recurrent EBITDA (proportional) of 4.1x and Loan to Value of 47% at the end of June 2016 provide evidence of the deleveraging that Sonae Indústria has pursued during the last few years and the resulting improved capital structure.
For the remainder of the year, we look to continue to improve our product mix and market share in North America, leveraging on the recent investment in a fifth melamine surfacing line at our Canadian plant with a new embossed and in-register ViVa collection (two sided and with two panel sizes) already presented at the International Woodworking Fair in Atlanta during August. We will also seek to develop the Laminates & Components business by looking for growth opportunities with existing and new customers and markets and by improving profitability levels.
At Sonae Arauco, we will support the development of the business through our participation in the Board of Directors and its committees.
In addition, we will look for opportunities to monetize our real estate and equipment, aiming at reducing the running costs of our inactive sites.
21 September 2016
The Board of Directors
Paulo Azevedo
Carlos Moreira da Silva
Albrecht Ehlers
Christopher Lawrie
Javier Vega
Louis Brassard
José Romão de Sousa
| Asset Value | Asset Value is calculated as follows: [6.8 x LTM Recurrent EBITDA of fully consolidated business (100%)] + [market value of real estate properties owned 100% by Sonae Indústria, according to external valuations] + [50% x (6.8 x LTM Recurrent EBITDA of Sonae Arauco – Sonae Arauco Net Debt)] |
|---|---|
| CAPEX | Investment in Tangible Fixed Assets |
| EBITDA | Earnings Before Interests and Taxes + Depreciations and Amortizations + (Provisions and impairment losses - Impairment losses in trade receivables + Reversion of impairment losses in trade receivables) |
| FTEs | Full Time Equivalent; the equivalent of one person working full time, according to the working schedule of each country where Sonae Indústria has operations |
| Fixed Costs | Overheads + Personnel costs (internal and external); management accounts concept |
| Gross Debt | Bank loans + Debentures + Obligations under finance leases + other loans + Loans from related parties |
| Headcount | Total number of internal FTEs, excluding trainees |
| Loan to Value | Net Debt of Sonae Indústria / Asset value |
| Net Debt | Gross Debt - Cash and cash equivalents |
| Proportional Leverage | Proportional Net Debt / Proportional Last Twelve Months Recurrent EBITDA |
| Proportional LTM Turnover | Last Twelve Months Turnover of the businesses fully consolidated (100%) by Sonae Indústria + 50% of the Last Twelve Months Turnover of Sonae Arauco |
| Proportional LTM Rec. EBITDA |
Last Twelve Months Recurrent EBITDA of Sonae Indústria + 50% of Last Twelve Months Recurrent EBITDA of Sonae Arauco |
| Proportional Recurrent EBITDA |
Recurrent EBITDA of the businesses fully consolidated (100%) by Sonae Indústria + 50% of the Recurrent EBITDA of Sonae Arauco |
| Proportional Net Debt | Net Debt of Sonae Indústria + 50% of Net Debt of Sonae Arauco |
| Recurrent EBITDA | Recurrent EBITDA of the businesses fully consolidated (100%) by Sonae Indústria, excluding non-recurrent operational income / costs |
| Recurrent EBITDA margin | Recurrent EBITDA / Turnover |
| Working Capital | Inventories + Trade Debtors – Trade Creditors |
| Acquisitions | Sales | Position at 30.06.2016 |
Balance at 30.06.2016 |
||||
|---|---|---|---|---|---|---|---|
| Date | amount | € average value | amount | € average value | amount | ||
| Duarte Paulo Teixeira de Azevedo Efanor Investimentos, SGPS, SA (1) Migracom, SA (2) |
Minoritary Dominant |
||||||
| Acquisitions | Sales | Position at 30.06.2016 |
Balance at 30.06.2016 |
||||
| Date | amount | € average value | amount | € average value | amount | ||
| (1) Efanor Investimentos, SGPS, SA Sonae Indústria, SGPS, SA Pareuro, BV (3) |
Dominant | 4,842,637,142 | |||||
| (2) Migracom, SA Sonae Indústria, SGPS, SA Imparfim, Investimentos e Participações Financeiras, SA (4) |
Minoritary | 9,732,857 | |||||
| (3) Pareuro, BV Sonae Indústria, SGPS, SA |
2,932,687,752 | ||||||
| (4) Imparfin, Invest. e Participações Financeiras, SA Sonae Indústria, SGPS, SA |
30,098,752 |
Complying with Article 9 No.1 c) of the the CMVM Regulation no. 05/2008
| Shareholder | No. of shares | % Share Capital | % Voting rights | |
|---|---|---|---|---|
| Efanor Investimentos, SGPS, SA (*) | ||||
| Directly | 4,842,637,142 | 42.6636% | 42.6636% | |
| By Pareuro, BV ( controlled by Efanor Investimentos, SGPS, SA) | 2,932,687,752 | 25.8369% | 25.8369% | |
| By Maria Margarida CarvalhaisTeixeira de Azevedo (Director of Efanor Investimentos, SGPS, SA) | 1,010 | 0.000009% | 0.000009% | |
| By Migracom, SA (Company controlled by Efanor Investimentos, SGPS, SA´s Director, Duarte Paulo Teixeira de Azevedo) | 9,732,857 | 0.0857% | 0.0857% | |
| By Linhacom, SGPS,SA (Company controlled by Efanor Investimentos, SGPS, SA´s Director, Maria Cláudia Teixeira de Azevedo) | 2,507,400 | 0.0221% | 0.0221% | |
| Total allocation | 7,787,566,161 | 68.6083% | 68.6083% |
(*) Under the terms of paragraph b) of no. 1 of Article 20 and of no. 1 of Article 21 of the Portuguese Securities Code, Belmiro Mendes de Azevedo is the ultimate beneficial owner, since he is the controlling shareholder ofof Efanor Investimentos SGPS, SA, which, in her turn, is the dominant company of Pareuro BV.
On 22 February 2016, TEAK Capital, SA informed Sonae Indústria having signed a services agreement with the company Pareuro, BV, through which it was granted, by way of consideration, a call option over 1,702,620,000 shares representative of 15% of the share capital and voting rights of Sonae Indústria, SGPS, S.A., exercisable on 30 April 2018.
Thereafter, the referred to company informed Sonae Indústria that the call option will be performed by physical settlement and that 98.725% of its share capital is held by TEAK Capital, B.V., in which Carlos Moreira da Silva holds shares that grant him 40% of the voting rights and Fernanda Arrepia (married with him with separation of people and property) holds shares that grant her 45% of the voting rights.
| Acquisitions | Balance at 30.06.2016 |
|||
|---|---|---|---|---|
| Date | amount | € value | amount | |
| Tobias Paulo Gerkrath de Azevedo* | ||||
| Sonae Indústria, SGPS, SA | 3,650,000 | |||
| 08-06-2016 | 599,416 | 0.005 | ||
| 08-06-2016 | 3,050,584 | 0.0049 |
*The communication obligation result from the fact of Tobias Azevedo being a person closely connected with the Chaiman of the Board of Directors of Sonae Indústria, SGPS, SA in the terms and for the purposes of no. 4 of Article 248-B of the Portuguese Securities Code.
In terms of the order in sub-paragraph c), no. 1, Article 246 of the Portuguese Securities Code, the Board members of Sonae Indústria, SGPS, SA hereby declare, to the best of our knowledge, that the:
Duarte Paulo Teixeira de Azevedo
Carlos António Rocha Moreira da Silva
Albrecht Olof Lothar Ehlers
Javier Vega de Seoane Azpilicueta
José Joaquim Romão de Sousa
George Christopher Lawrie
Louis Brassard
| ASSETS | Notes | 30.06.2016 Unaudited |
31.12.2015 |
|---|---|---|---|
| NON CURRENT ASSETS: | |||
| Tangible fixed assets | 8 | 151 989 461 | 628 779 728 |
| Goodwill | 347 081 | 80 884 032 | |
| Intangible assets | 376 459 | 4 203 028 | |
| Investment properties | 6 377 398 | 6 450 977 | |
| Investment in associates | 1 493 139 | ||
| Investment in joint ventures | 4, 5, 7 | 151 740 885 | 5 695 259 |
| Investment available for sale | 128 907 | 1 155 713 | |
| Deferred tax asset | 9 | 2 247 868 | 28 358 134 |
| Other non current assets | 442 603 | 804 270 | |
| Total non current assets | 313 650 662 | 757 824 280 | |
| CURRENT ASSETS: | |||
| Inventories | 17 644 873 | 98 007 573 | |
| Trade debtors | 20 449 749 | 85 053 009 | |
| Other current debtors | 406 130 | 13 202 016 | |
| Current tax asset | 1 756 455 | 2 799 769 | |
| Other taxes and contributions | 1 734 334 | 4 811 295 | |
| Other current assets | 3 122 152 | 10 406 656 | |
| Cash and cash equivalents | 10 | 6 577 601 | 28 924 470 |
| Total current assets | 51 691 294 | 243 204 788 | |
| Non-current assets held for sale | 1 535 588 | 1 535 588 | |
| TOTAL ASSETS | 366 877 544 | 1 002 564 656 | |
| SHAREHOLDERS`FUNDS, NON-CONTROLLING INTERESTS AND LIABILITIES | |||
| SHAREHOLDERS`FUNDS: | |||
| Share capital | 812 107 574 | 812 107 574 | |
| Legal reserve | 3 131 757 | 3 131 757 | |
| Other reserves and accumulated earnings | - 798 001 681 | - 801 248 687 | |
| Accumulated other comprehensive income Total shareholders' funds attributabble to equity holders of Sonae Indústria |
11 | 51 498 964 68 736 614 |
43 785 859 57 776 503 |
| Non-controlling interests | - 106 611 | ||
| TOTAL SHAREHOLDERS`FUNDS | 68 736 614 | 57 669 892 | |
| LIABILITIES: NON CURRENT LIABILITIES: |
|||
| Bank loans - net of current portion | 12 | 222 702 226 | 53 413 866 |
| Finance lease creditors - net of current portion | 12 | 1 343 146 | 16 749 594 |
| Other loans | 12 | 1 325 632 | |
| Post-retirement liabilities | 899 294 | 26 578 632 | |
| Other non current liabilities | 3 736 894 | 33 589 842 | |
| Deferred tax liability | 9 | 21 088 278 | 55 427 496 |
| Provisions | 14 | 2 132 414 | 9 355 417 |
| Total non current liabilities | 251 902 252 | 196 440 479 | |
| CURRENT LIABILITIES: | |||
| Current portion of non-current bank loans | 12 | 1 250 158 | 178 706 758 |
| Current bank loans | 12 | 2 843 605 | 153 596 265 |
| Current portion of non-current non-convertible bonds | 12 | 147 987 525 | |
| Current portion of non-current finance lease creditors | 12 | 406 199 | 5 669 033 |
| Other loans | 12 | 41 619 187 | |
| Trade creditors | 29 846 936 | 138 586 348 | |
| Current tax liability | 1 016 619 | 1 508 253 | |
| Other taxes and contributions | 607 132 | 7 018 495 | |
| Other current liabilities | 13 | 10 268 029 | 72 606 959 |
| Provisions Total current liabilities |
14 | 46 238 678 | 1 155 462 748 454 285 |
| Liabilities directly associated with non-current assets held for sale |
The notes are an integral part of the consolidated financial statements
TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 366 877 544 1 002 564 656
| Notes | 30.06.2016 Unaudited |
2nd. Quarter 2016 Unaudited |
30.06.2015 Unaudited Restated |
2nd. Quarter 2015 Unaudited Restated |
|
|---|---|---|---|---|---|
| Sales | 19 | 119 848 509 | 62 802 908 | 116 275 596 | 60 878 528 |
| Services rendered | 19 | 719 038 | 337 961 | 565 409 | 273 165 |
| Other income and gains | 17, 19 | 3 541 096 | 2 241 275 | 2 558 822 | 1 078 403 |
| Cost of sales | 19 | 63 057 183 | 33 445 411 | 64 917 502 | 34 199 286 |
| (Increase) / decrease in production | 19 | 1 379 109 | - 1 157 321 | 1 539 758 | - 685 993 |
| External supplies and services | 19 | 24 586 119 | 12 661 795 | 23 589 908 | 12 065 118 |
| Staff expenses | 19 | 13 004 125 | 6 781 056 | 13 009 811 | 6 938 147 |
| Depreciation and amortisation | 5 848 433 | 3 031 645 | 6 983 298 | 3 540 806 | |
| Provisions and impairment losses (increase / reduction) Other expenses and losses |
14, 19 18, 19 |
- 268 925 2 919 252 |
- 66 926 1 551 485 |
97 521 2 189 395 |
116 452 1 114 713 |
| Operating profit / (loss) | 19 | 13 583 347 | 9 134 999 | 7 072 634 | 4 941 567 |
| Financial expenses | 20 | 13 816 220 | 7 606 319 | 12 924 001 | 6 286 085 |
| Financial income | 20 | 4 050 101 | 643 509 | 12 971 396 | 6 438 625 |
| Gains and losses in associated companies | |||||
| Gains and losses in joint ventures | 5, 7 | 3 190 280 | 3 190 280 | ||
| Net profit/(loss) from continuing operations, before taxation | 7 007 508 | 5 362 469 | 7 120 029 | 5 094 107 | |
| Taxation | 9, 21 | 3 712 950 | 3 213 845 | 2 319 667 | 1 807 253 |
| Consolidated net profit / (loss) from continuing operations, afer taxation | 3 294 558 | 2 148 624 | 4 800 362 | 3 286 854 | |
| Profit / (loss) from discontinued operations, after taxation | 9, 14, 16 | - 30 746 562 | - 32 816 446 | - 24 555 162 | - 12 498 831 |
| Consolidated net profit / (loss) for the period | - 27 452 003 | - 30 667 821 | - 19 754 800 | - 9 211 977 | |
| Attributable to: Equity Holders of Sonae Industria |
|||||
| Continuing operations | 3 294 558 | 2 148 624 | 4 796 854 | 3 283 734 | |
| Discontinuing operations | - 30 746 562 | - 32 816 446 | - 24 520 858 | - 12 481 370 | |
| Equity Holders of Sonae Industria | - 27 452 003 | - 30 667 808 | - 19 724 004 | - 9 197 636 | |
| Non-controlling interests Continuing operations |
3 508 | 3 120 | |||
| Discontinuing operations | - 13 | - 34 304 | - 17 461 | ||
| Non-controlling interests | - 13 | - 30 796 | - 14 341 | ||
| Profit/(Loss) per share | |||||
| Fom continuing operations: Basic |
0.0003 | 0.0002 | 0.0004 | 0.0003 | |
| Diluted | 0.0003 | 0.0153 | 0.0004 | 0.0003 | |
| From discontinued operations: | |||||
| Basic | - 0.0027 | - 0.0029 | - 0.0022 | - 0.0011 | |
| Diluted | - 0.0027 | - 0.0029 | - 0.0022 | - 0.0011 | |
The notes are an integral part of the consolidated financial statements
(Amounts expressed in Euros)
| Notes | 30.06.2016 Unaudited |
2nd Quarter 2016 Unaudited |
30.06.2015 Unaudited |
2nd Quarter 2015 Unaudited |
|
|---|---|---|---|---|---|
| Net consolidated profit / (loss) for the period (a) | - 27 452 003 | - 30 667 821 | - 19 754 800 | - 9 211 977 | |
| Other consolidated comprehensive income | |||||
| Items that may be subsequently transferred to profit or loss | |||||
| Change in currency translation reserve | 11 | 3 020 523 | 677 988 | 1 477 314 | - 2 673 435 |
| Change in fair value of available-for-sale financial assets | 11 | 8 508 | 3 143 | 580 | - 5 305 |
| Group share of other comprehensive income of joint ventures | 1 288 940 | 1 288 940 | |||
| Other consolidated comprehensive income for the period, net of tax (b) | 4 317 971 | 1 970 071 | 1 477 894 | - 2 678 740 | |
| Total consolidated comprehensive income for the period (a) + (b) | - 23 134 032 | - 28 697 750 | - 18 276 906 | - 11 890 717 | |
| Total consolidated comprehensive income attributable to: Equity holders of Sonae Industria Non-controlling interests |
- 23 134 032 - 23 134 032 |
- 28 697 730 - 20 - 28 697 750 |
- 18 248 173 - 28 733 - 18 276 906 |
- 11 872 624 - 18 093 - 11 890 717 |
|
| Other comprehensive income reclassified to profit or loss in the period | - 36 592 671 | - 36 592 671 |
The notes are an integral part of the consolidated financial statements
| Share capital | Legal reserve |
Other Reserves and accumulated earnings |
Accumulated other comprehensive income |
Total shareholders` funds attributable to the equity holders of Sonae Indústria |
Non controlling interests |
Total shareholders' funds |
|
|---|---|---|---|---|---|---|---|
| 11 | |||||||
| Balance as at 1 January 2016 | 812 107 574 | 3 131 757 | - 801 248 687 | 43 785 859 | 57 776 503 | - 106 611 | 57 669 892 |
| Total consolidated comprehensive income for the period Net consolidated profit/(loss) for the period Other consolidated comprehensive income for the period |
-27 452 003 | 4 317 971 | - 27 452 003 4 317 971 |
- 27 452 003 4 317 971 |
|||
| Total | -27 452 003 | 4 317 971 | - 23 134 032 | - 23 134 032 | |||
| Medium term incentive plan Change in method Tranferred to Net consolidated profit/(loss) for the period |
30 499 35 060 569 |
-35 060 569 36 592 671 |
30 499 36 592 671 |
30 499 36 592 671 |
|||
| Others | -4 392 059 | 1 863 032 | -2 529 027 | 106 611 | - 2 422 416 | ||
| Balance as at 30 June 2016 | 812 107 574 | 3 131 757 | -798 001 681 | 51 498 964 | 68 736 614 | 68 736 614 |
| Share capital | Legal reserve |
Other Reserves and accumulated earnings |
Accumulated other comprehensive income |
Total shareholders` funds attributable to the equity holders of Sonae Indústria |
Non controlling interests |
Total shareholders' funds |
|
|---|---|---|---|---|---|---|---|
| 11 | |||||||
| Balance as at 1 January 2015 | 812 107 574 | 3 131 757 | -767 474 878 | 63 365 293 | 111 129 746 | - 262 099 | 110 867 647 |
| Total consolidated comprehensive income for the period Net consolidated profit/(loss) for the period Other consolidated comprehensive income for the period |
-19 724 004 | 1 475 831 | - 19 724 004 1 475 831 |
- 30 796 2 063 |
- 19 754 800 1 477 894 |
||
| Total | -19 724 004 | 1 475 831 | -18 248 173 | - 28 733 | -18 276 906 | ||
| Medium term incentive plan Others |
- 104 946 -2 147 229 |
- 104 946 - 2 147 229 |
- 105 5 269 |
- 105 051 - 2 141 960 |
|||
| Balance as at 30 June 2015 | 812 107 574 | 3 131 757 | -789 451 057 | 64 841 124 | 90 629 398 | - 285 668 | 90 343 730 |
The notes are an integral part of the consolidated financial statements
(Amounts expressed in Euros)
| Notes | 30.06.2016 | 30.06.2015 | |
|---|---|---|---|
| Unaudited | Unaudited | ||
| OPERATING ACTIVITIES | |||
| Receipts from trade debtors | 421 862 751 | 516 629 887 | |
| Payments to trade creditors | 343 643 764 | 445 861 909 | |
| Payments to staff | 65 859 212 | 86 025 787 | |
| Net cash flow from operations | 12 359 775 | - 15 257 809 | |
| Payment / (receipt) of corporate income tax | 2 732 887 | 4 888 238 | |
| Other receipts / (payments) relating to operating activities | 749 576 | - 1 614 694 | |
| Net cash flow from operating activities (1) | 10 376 464 | - 21 760 741 | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Investments | 214 | ||
| Tangible fixed assets and intangible assets | 2 125 916 | 7 125 509 | |
| Investment properties | 1 295 290 | ||
| Investment subventions | 119 682 | ||
| Dividends | 9 500 | ||
| Non-current assets held for sale | 1 081 935 | ||
| Cash Payments arising from: | 2 126 130 | 9 631 916 | |
| Investments | 215 112 | 2 563 | |
| Tangible fixed assets and intangible assets | 12 014 764 | 11 184 102 | |
| Investment properties | 131 191 | ||
| 12 361 067 | 11 186 665 | ||
| Net cash used in investment activities (2) | - 10 234 937 | - 1 554 749 | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Interest and similar income | 357 697 | 309 875 | |
| Loans obtained | 787 740 197 | 920 289 476 | |
| Increase in share capital (Sonae Arauco, SA) | 137 500 000 | ||
| Cash Payments arising from: | 925 597 894 | 920 599 351 | |
| Interest and similar charges | 20 242 830 | 17 629 471 | |
| Loans obtained | 907 130 527 | 876 752 167 | |
| Finance leases - repayment of principal | 3 122 559 | 3 683 384 | |
| Others | 15 325 | ||
| 930 495 916 | 898 080 347 | ||
| Net cash used in financing activities (3) | - 4 898 022 | 22 519 004 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | - 4 756 495 | - 796 486 | |
| Effect of foreign exchange rate | 77 753 | - 102 102 | |
| Cash and cash equivalents at the beginning of the period | 10 | 15 808 205 | 10 500 810 |
| Cash and cash equivalents of excluded companies, at 31.05.2016 | 4 939 961 | ||
| Cash and cash equivalents at the end of the period | 10 | 6 033 996 | 9 806 426 |
The notes are an integral part of the consolidated financial statements
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2016 (Amounts expressed in euros)
SONAE INDÚSTRIA, SGPS, SA has its head-office at Lugar do Espido, Via Norte, 4470- 909 Maia, Portugal.
The shares of the company are listed on Euronext Lisbon.
Consolidated financial statements for the period ended 30 June 2016 and 30 June 2015 were not subject to a limited revision carried out by the company's statutory external auditor.
This set of consolidated financial statement has been prepared on the basis of the accounting policies that were disclosed on the notes to the consolidated financial statements for fiscal year 2015.
These consolidated financial statements were prepared in accordance with the International Accounting Standard 34 – Interim Financial Reporting. As such, they do not include all the information which should be included in annual consolidated financial statements and should therefore be read in connection with the financial statements for fiscal year 2015.
These consolidated financial statements were prepared on the basis of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and with Interpretations issued by the IFRS Interpretations Committee (IFRS IC), effective from 1 January 2016 and endorsed by the European Union.
2.2.1. During the period ended 30 June 2016 the following accounting standards, which were issued and endorsed by the European Union, became effective:
IAS 1 (amendment), Presentation of Financial Statements (effective for periods beginning on or after 1 January 2016). This amendment contains guidance relating to materiality and aggregation, presentation of subtotals, structure of financial statements, accounting policies and presentation of Other comprehensive income recognized using equity method;
IAS 16 (amendment), Tangible Fixed Assets, and IAS 38 (amendment), Intangible Assets: allowed methods for calculated depreciation and amortization (effective for periods beginning on or after 1 January 2016). In this amendment the IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB has also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset;
IAS 16 (amendment), Tangible Fixed Assets, and IAS 41 (amendment), Agriculture: 'Bearer Plants' (effective for periods beginning on or after 1 January 2016). This amendment defines the concept of bearer plant and transfers this type of asset from the scope of IAS 41 – Agriculture to the one of IAS 16 – Tangible Assets, with the related effect on measurement. However, biologic assets produced by these plants are kept in the scope of IAS 41 – Agriculture;
IAS 19 (amendment), Employee Benefits (effective for periods beginning on or after 1 February 2015). This narrow scope amendment applies to contributions from employees or third parties to defined benefit plans. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service;
IAS 27 (amendment), Separate Financial Statements (effective for periods beginning on or after 1 January 2016). This amendment allows entities to use equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements;
IFRS 11 (amendment), Joint Arrangements (effective for periods beginning on or after 1 January 2016). This amendment adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business;
Annual improvements 2010-2012 (effective for periods beginning on or after 1 February 2015). These amendments include changes from the 2010-12 cycle of the annual improvements project, that affect the following standards: IFRS 2 - Sharebased Payment, IFRS 3 - Business Combinations, IFRS 8 - Operating Segments, IFRS 13 - Fair Value Measurement, IAS 16 - Property, Plant and Equipment, IAS 24 - Related Parties Disclosures and IAS 38 - Intangible Assets;
Annual improvements 2012-2014 (generally effective for periods beginning on or after 1 January 2016). This amendment cycle includes changes to the following standards: IFRS 5 – Non-current Assets Available for Sale and Discontinued Operations, IFRS 7 – Financial Instruments: Disclosures, IAS 19 – Employee Benefits and IAS 34 – Interim Financial Reporting;
The application of these standards had no significant effects on these consolidated financial statements.
2.2.2. In the period ended 30 June 2016 the following standards, effective 1 January 2016 or later, had been issued but still not endorsed by the European Union:
IAS 7 (amendment), Statement of Cash Flows – Disclosure initiative (effective for annual periods beginning on or after 1 January 2017). This amendment is still subject to endorsement by the European Union. This amendment introduces an additional disclosure about the changes in liabilities arising from financing activities, disaggregated between cash changes and non-cash changes and how it reconciles with the reported cash flows from financing activities, in the Cash Flow Statement;
IAS 12 (amendment), Income taxes – Recognition of deferred tax assets for unrealised losses (effective for annual periods beginning on or after 1 January 2017). This amendment is still subject to endorsement by the European Union. This amendment clarifies how to account for deferred tax assets related to assets measured at fair value, how to estimate future taxable profits when temporary
deductible differences exist and how to assess recoverability of deferred tax assets when restrictions exist in the tax law;
IFRS 2 (amendment), Classification and measurement of share-based payment transactions (effective for annual periods beginning on or after 1 January 2018). This amendment is still subject to endorsement by the European Union. This amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications to a share-based payment plan that change the classification an award from cash-settled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority;
IFRS 9 (new), Financial Instruments (effective for periods beginning on or after 1 January 2018). This standard replaces the guidance in IAS 39. It includes requirements on the classification and measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred loss impairment model;
IFRS 10 (amendment), Consolidated Financial Statements, IFRS 12 (amendment), Disclosure of Interests in Other Entities, and IAS 28 (amendment), Investments in Associates and Joint Ventures: 'Investment entities – exemption from consolidation' (effective for periods beginning on or after 1 January 2016). This amendment specifies that an intermediate holding company which is a subsidiary of an investment entity is exempted from consolidation. Furthermore, the optional use of equity method under IAS 28 is extensible to an entity which not being an investment entity, holds an interest in an associate or joint venture which qualifies as investment entity;
IFRS 15 (new), Revenue from Contracts with Customers (effective for annual periods beginning on or after 1 January 2018). This new standard only applies to contracts with customers to provide goods or services, and requires an entity to recognise revenue when the contractual obligation to deliver goods or services is fulfilled and for the amount that reflects the consideration the entity is expected to be entitled to, following a five step approach;
IFRS 15 (amendment), Revenue from contracts with customers (effective for annual periods beginning on or after 1 January 2018). These amendments are still subject to endorsement by European Union. These amendments refer to additional guidance for determining the performance obligations in a contract, the timing of revenue
recognition from a license of intellectual property, the review of the indicators for principal versus agent classification, and to new practical expedients to simplify transition;
IFRS 16 (new), Leases (effective for annual periods beginning on or after 1 January 2019). This standard states that lessees should recognize all leases under tangible fixed assets. As for lessors, the new standard retains the double criteria for finance leases and for operating ones that exist on IAS 17.
The Company does not estimate any significant effect to arise from the application of these standards.
Exchange rates used for translating foreign group, jointly controlled and associated companies are listed below:
| 30.06.2016 | 31.12.2015 | 30.06.2015 | ||||
|---|---|---|---|---|---|---|
| Closing rate |
Average rate |
Closing rate |
Average rate |
Closing rate |
Average rate |
|
| Great Britain Pound | 0.8265 | 0.7763 | 0.7340 | 0.7257 | 0.7114 | 0.7321 |
| South African Rand | 16.4474 | 17.2325 | 16.9520 | 14.0885 | 13.6407 | 13.3014 |
| Canadian Dollar | 1.4384 | 1.4835 | 1.5116 | 1.4163 | 1.3839 | 1.3767 |
| American Dollar | 1.1102 | 1.1156 | 1.0887 | 1.1089 | 1.1189 | 1.1151 |
| Swiss Franc | 1.0867 | 1.0972 | 1.0835 | 1.0670 | 1.0413 | 1.0558 |
Source: Bloomberg
On 31 May 2016, Arauco Internacional Limitada, a company of the Arauco Group, acquired 50% of the shares of Tafisa – Tableros de Fibras, SA by fully subscribing EUR 137 500 000 to a share capital increase of Sonae Indústria SGPS subsidiary Tableros de Fibras, SA. As a consequence, ownership interest in Tafisa-Tableros de Fibras, SA and its subsidiaries was reduced from 100% to 50%, which turned this company and its subsidiaries into joint ventures (note 5). As such, these companies were excluded from consolidation on this date (note 4). Investment in Tafisa – Tableros de Fibras, SA, which changed its denomination to Sonae Arauco, SA, is thereafter measured using equity method.
As a consequence of this operation, companies excluded from consolidation (note 4) were classified as discontinued operations: net profit or loss for the five-month period ended 31 May 2016 and net profit or loss for the six-month period ended 30 June 2015 were included under Net profit / (loss) from discontinued operation, after taxation, on the Consolidated
Income Statement (note 16). Net profit or loss of these operation recorded after 31 May 2016 was included under Gains or losses in joint ventures, on the Consolidated Income Statement, using equity method (note 5).
Group companies included in the consolidated financial statements, their head offices and percentage of capital held by the Group as at 30 June 2016, 31 May 2016 and 31 December 2015 are as follows:
| PERCENTAGE OF CAPITAL HELD | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| COM PANY | HEAD OFFICE | 30.06,2016 | 31.05.2016 | 31.12.2015 | TERM S FOR INCLUSION |
||||
| Direct | Total | Direct | Total | Direct | Total | ||||
| Agepan Eiweiler M anagement, GmbH | Eiweiler (Germany) | - | - | 100.00% | 50.00% | 100.00% | 99.98% | b) | |
| 1) | Agloma Imobiliária y Servicios, SL | M adrid (Spain) | 100.00% 100.00% | 100.00% 100.00% | - | - | a) | ||
| Agloma Investimentos, SGPS, S. A. | M aia (Portugal) | - | - | 100.00% | 50.00% | 100.00% | 99.87% | b) | |
| Aserraderos de Cuellar, S.A. | M adrid (Spain) | - | - | 100.00% | 50.00% | 100.00% | 99.87% | b) | |
| BHW Beeskow Holzwerkstoffe GmbH | M eppen (Germany) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Ecociclo, Energia e Ambiente, S. A. | M aia (Portugal) | - | - | 100.00% | 50.00% | 100.00% 100.00% | b) | ||
| Euroresinas - Indústrias Quimicas, S.A. | M aia (Portugal) | - | - | 100.00% | 50.00% | 100.00% 100.00% | b) | ||
| Frases e Frações - Imobiliária e Serviços, SA |
M aia (Portugal) | 100.00% 100.00% | 100.00% 100.00% | 100.00% 100.00% | a) | ||||
| GHP Glunz Holzwerkstoffproduktions GmbH |
M eppen (Germany) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Glunz AG | M eppen (Germany) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Glunz Service GmbH | M eppen (Germany) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Glunz UK Holdings, Ltd. | Knowsley (United Kingdom) |
100.00% 100.00% | 100.00% 100.00% | 100.00% | 99.86% | a) | |||
| Glunz UkA GmbH | M eppen (Germany) | 100.00% 100.00% | 100.00% 100.00% | 100.00% | 99.86% | a) | |||
| Impaper Europe GmbH | M eppen (Germany) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Imoplamac – Gestão de Imóveis, S. A. | M aia (Portugal) | - | - | 100.00% | 50.00% | 100.00% 100.00% | b) | ||
| Isoroy, SAS | Nanterre (France) | 100.00% 100.00% | 100.00% 100.00% | 100.00% | 99.86% | a) | |||
| M aiequipa - Gestão Florestal, SA | M aia (Portugal) | 100.00% 100.00% | 100.00% 100.00% | 100.00% 100.00% | a) | ||||
| M egantic B.V. | Amsterdam (The Netherlands) |
100.00% 100.00% | 100.00% 100.00% | 100.00% | 99.86% | a) | |||
| M ovelpartes - Comp. para a Indústria do M obiliário, SA |
Paredes (Portugal) | 100.00% 100.00% | 100.00% 100.00% | 100.00% 100.00% | a) | ||||
| Novodecor (Pty) Ltd | Woodmead (South Africa) |
100.00% 100.00% | 100.00% 100.00% | 100.00% 100.00% | a) | ||||
| OSB Deustchland | Germany | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| 2) | Parcelas e Narrativas - Imobiliária, SA | M aia (Portugal) | 100.00% 100.00% | 100.00% 100.00% | - | - | a) | ||
| Poliface North America | Baltimore (USA) | 100.00% 100.00% | 100.00% 100.00% | 100.00% | 99.86% | a) | |||
| Racionalización y M anufacturas Florestales, S.A. |
M adrid (Spain) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) |
| Sociedade de Iniciativa e Aproveit. Florestais – Energias, S.A. |
M angualde (Portugal) |
- | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
|---|---|---|---|---|---|---|---|---|---|
| Somit – Imobiliária, S.A. | M angualde (Portugal) |
- | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| 1) | Sonae Arauco France | Nanterre (France) | - | - | 100.00% | 50.00% | - | - | b) |
| Sonae Indústria – Prod. e Comerc. Derivados M adeira, S. A. |
M angualde (Portugal) |
- | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Sonae Indústria - Soc. Gestora de Participações Sociais, SA |
M aia (Portugal) | Parent | Parent | Parent | Parent | Parent | Parent | Parent | |
| Sonae Indústria de Revestimentos, SA | M aia (Portugal) | 100.00% 100.00% | 100.00% 100.00% | 100.00% 100.00% | a) | ||||
| Sonae Novobord (Pty) Ltd | Woodmead (África do Sul) |
- | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Sonae Tafibra International, B. V. | Woerden (The Netherlands) |
- | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Sonae Industria (UK), Limited | Knowsley (United Kingdom) |
- | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Spanboard Products Ltd | Belfast (United Kingdom) |
100.00% 100.00% | 100.00% 100.00% | 100.00% | 99.86% | a) | |||
| 3) | Sonae Arauco, S.A. | M adrid (Spain) | - | - | 100.00% | 50.00% | 98.42% | 99.86% | b) |
| Tableros Tradema, S.L. | M adrid (Spain) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Tafiber. Tableros de Fibras Ibéricas, S.L. |
M adrid (Spain) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Tafibra South Africa, Limited | Woodmead (África do Sul) |
- | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Tafisa Canadá Inc | Lac M égantic (Canada) |
100.00% 100.00% | 100.00% 100.00% | 100.00% | 99.86% | a) | |||
| Tafisa France S.A.S. | Nanterre (France) | 100.00% 100.00% | 100.00% 100.00% | 100.00% | 99.86% | a) | |||
| Tafisa U.K, Ltd. | Knowsley (United Kingdom) |
- | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Taiber, Tableros Aglomerados Ibéricos, S.L. |
M adrid (Spain) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Tafibra Suisse, SA | Tavannes (Switzerland) |
- | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Tecnologias del M edio Ambiente, S.A. | Barcelona (Spain) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) | |
| Tool, GmbH | M eppen (Germany) | - | - | 100.00% | 50.00% | 100.00% | 99.86% | b) |
Following the increase in share capital by Sonae Arauco SA (formerly denominated as Tafisa – Tableros de Fibras, SA) at 31 May 2016, companies identified as b) were excluded from consolidation as they were classified as joint ventures on that date (note 3).
Joint ventures, their head offices, percentage of share capital held on 30 June 2016 and 31 December 2015 are as follows:
| PERCENTAGE OF CAPITAL HELD | ||||||||
|---|---|---|---|---|---|---|---|---|
| COM PANY | HEAD OFFICE | 30.06.2016 | 31.12.2015 | |||||
| Direct | Total | Direct | Total | |||||
| 1) | Sonae Arauco, SA | M adrid (Spain) | 50.00% | 50.00% | - | - | ||
| Agepan Eiweiler M anagement, GmbH | Eiweiler (Germany) | 50.00% | 50.00% | - | - | c) | ||
| Agloma Investimentos, SGPS, S. A. | M aia (Portugal) | 50.00% | 50.00% | - | - | c) | ||
| Aserraderos de Cuellar, S.A. | M adrid (Spain) | 50.00% | 50.00% | - | - | c) | ||
| BHW Beeskow Holzwerkstoffe GmbH | M eppen (Germany) | 50.00% | 50.00% | - | - | c) | ||
| Ecociclo, Energia e Ambiente, S. A. | M aia (Portugal) | 50.00% | 50.00% | - | - | c) | ||
| Euroresinas - Indústrias Quimicas, S.A. | M aia (Portugal) | 50.00% | 50.00% | - | - | c) | ||
| GHP Glunz Holzwerkstoffproduktions GmbH |
M eppen (Germany) | 50.00% | 50.00% | - | - | c) | ||
| Glunz AG | M eppen (Germany) | 50.00% | 50.00% | - | - | c) | ||
| Glunz Service GmbH | M eppen (Germany) | 50.00% | 50.00% | - | - | c) | ||
| Impaper Europe GmbH | M eppen (Germany) | 50.00% | 50.00% | - | - | c) | ||
| Imoplamac – Gestão de Imóveis, S. A. | M aia (Portugal) | 50.00% | 50.00% | - | - | c) | ||
| Laminate Park GmbH & Co. KG | Eiweiler (Germany) | 50.00% | 50.00% | 50.00% | 49.93% d) | |||
| OSB Deustchland | Germany | 50.00% | 50.00% | - | - | c) | ||
| Racionalización y M anufacturas Florestales, S.A. |
M adrid (Spain) | 50.00% | 50.00% | - | - | c) | ||
| Sociedade de Iniciativa e Aproveit. Florestais – Energias, S.A. |
M angualde (Portugal) | 50.00% | 50.00% | - | - | c) | ||
| Somit – Imobiliária, S.A. | M angualde (Portugal) | 50.00% | 50.00% | - | - | c) | ||
| Sonae Arauco France | Nanterre (France) | 50.00% | 50.00% | - | - | c) | ||
| Sonae Indústria – Prod. e Comerc. Derivados M adeira, S. A. |
M angualde (Portugal) | 50.00% | 50.00% | - | - | c) | ||
| Sonae Novobord (Pty) Ltd | Woodmead (África do Sul) | 50.00% | 50.00% | - | - | c) | ||
| Sonae Tafibra International, B. V. | Woerden (The Netherlands) | 50.00% | 50.00% | - | - | c) | ||
| Sonae Industria (UK), Limited | Knowsley (United Kingdom) | 50.00% | 50.00% | - | - | c) | ||
| Tableros Tradema, S.L. | M adrid (Spain) | 50.00% | 50.00% | - | - | c) | ||
| Tafiber. Tableros de Fibras Ibéricas, S.L. |
M adrid (Spain) | 50.00% | 50.00% | - | - | c) | ||
| Tafibra South Africa, Limited | Woodmead (África do Sul) | 50.00% | 50.00% | - | - | c) | ||
| Tafisa U.K, Ltd. | Knowsley (United Kingdom) | 50.00% | 50.00% | - | - | c) | ||
| Taiber, Tableros Aglomerados Ibéricos, S.L. |
M adrid (Spain) | 50.00% | 50.00% | - | - | c) | ||
| Tafibra Suisse, SA | Tavannes (Switzerland) | 50.00% | 50.00% | - | - | c) | ||
| Tecnologias del M edio Ambiente, S.A. | Barcelona (Spain) | 50.00% | 50.00% | - | - | c) | ||
| Tecmasa. Reciclados de Andalucia, S. L. |
Alcalá de Guadaira (Spain) | 50.00% | 50.00% | 50.00% | 49.93% d) | |||
| Tool, GmbH | M eppen (Germany) | 50.00% | 50.00% | - | - | c) |
c) Company included in the consolidation perimeter of Sonae Arauco, SA;
d) Company included in the consolidation perimeter of Sonae Arauco, SA., which was already classified as a joint venture on the Company's consolidated financial statements for the period ended 31 December 2015;
1) Former Tafisa – Tableros de Fibras, SA: company whose investment is measured using equity method following its classification as a joint venture, after the increase in share capital at 31 May 2016 (note 3).
Net assets and net profit/loss for these jointly-controlled companies, whose share was recognized on these consolidated financial statements using equity method, are detailed as follows:
| 30.06.2016 | 31.12.2015 | |||
|---|---|---|---|---|
| Sonae Arauco - Consolidated |
Laminate Park | Sonae Arauco - consolidated |
Tecmasa, Reciclados de Andalucia |
|
| Non-current assets | 513 827 771 | 32 015 153 | - | 197 372 |
| Current assets | 212 320 390 | 18 227 223 | - | 413 252 |
| Cash and cash equivalents | 10 647 792 | 266 798 | - | 222 043 |
| Other non-current liabilities | 320 585 796 | 3 559 203 | - | |
| Current financial liabilities | 10 710 930 | 4 347 656 | - | |
| Other current liabilities | 175 304 980 | 31 443 090 | - | 108 501 |
| 30.06.2016 | 30.06.2015 | |||
| Operating revenues | 74 300 515 | 39 190 103 | - | 427 081 |
| Operating expenses | 65 855 543 | 39 729 086 | - | 398 021 |
| Depreciation and amortization | 3 869 402 | 2 524 728 | - | 26 491 |
| Interest expense | 747 405 | 399 833 | - | |
| Taxation | - 48 534 | - | 8 907 | |
| Net profit/(loss) from continuing operations | 7 042 876 | - 1 383 989 | - | 20 117 |
| Adjustments to the Group's accounting policies | - 662 316 | - | ||
| Group's share on net profit/(loss) | 3 190 280 | - 691 995 | - | 10 059 |
Results presented on the table above for Sonae Arauco, SA with reference to 30 June 2016 are the consolidated results for the period from 1 June 2016 to 30 June 2016.
Joint ventures Laminate Park and Tecmasa Andalucia were recognized on the consolidated financial statements of Sonae Arauco, SA using equity method, after 31 May 2016.
After being classified as a joint venture, Sonae Arauco, SA (formerly denominated as Tafisa –Tableros de Fibras, SA) and its subsidiaries were excluded from the consolidation at 31 May 2016 (notes 3, 4 and 5). The investment in Sonae Arauco, SA has been accounted using the equity method as from 31 May 2016. On the date of change of the accounting method, the investment was recognized at a provisional accounting value resulting from the deconsolidation of Sonae Arauco companies from Sonae Indústria's consolidated accounts, which was estimated at EUR 147 304 255. From 1 June 2016, this investment value changed due to the recognition of the Company's share of the following: consolidated net profit of Sonae Arauco, SA; consolidated other comprehensive income for the period; and changes in the remainder of consolidated net shareholders' funds of Sonae Arauco, SA, after being adjusted to comply with the accounting policies of Sonae Indústria and to eliminate the Company's share in gains or losses on transactions between both consolidation perimeters. Due to positive results posted by Sonae Arauco in June, at 30 June 2016 the investment in Sonae Arauco stood at EUR 151 740 885.
This provisional accounting value of EUR 147 304 255 is subject to correction in the year end 2016 accounts once fair value has been determined for Sonae Arauco.
The comparability of Consolidated Statements of Financial Position at 30 June 2016 and 31 December 2015 was affected by companies excluded from consolidation (note 4) as follows:
| ASSETS | 30.06.2016 | 31.12.2015 Consolidation perimeter as at 30.06.2016 |
31.12.2015 Effect of changes in perimeter |
31.12.2015 |
|---|---|---|---|---|
| NON CURRENT ASSETS: | ||||
| Tangible fixed assets | 151 989 461 | 159 486 497 | - 469 293 231 | 628 779 728 |
| Goodwill | 347 081 | 347 081 | - 80 536 951 | 80 884 032 |
| Intangible assets | 376 459 | 492 840 | - 3 710 188 | 4 203 028 |
| Investment properties | 6 377 398 | - 6 450 977 | 6 450 977 | |
| Investment in associates | - 1 493 139 | 1 493 139 | ||
| Investment in joint ventures | 151 740 885 | - 5 695 259 | 5 695 259 | |
| Investment available for sale | 128 907 | 127 122 | - 1 028 591 | 1 155 713 |
| Deferred tax asset | 2 247 868 | 3 006 427 | - 25 351 707 | 28 358 134 |
| Other non current assets | 442 603 | 459 938 | - 344 332 | 804 270 |
| Total non current assets | 313 650 662 | n/a | n/a | 757 824 280 |
| CURRENT ASSETS: | ||||
| Inventories | 17 644 873 | 17 663 876 | - 80 343 697 | 98 007 573 |
| Trade debtors | 20 449 749 | 13 247 716 | - 71 805 293 | 85 053 009 |
| Other current debtors | 406 130 | 330 703 | - 12 871 313 | 13 202 016 |
| Current tax asset | 1 756 455 | 2 021 731 | - 778 038 | 2 799 769 |
| Other taxes and contributions | 1 734 334 | 1 737 318 | - 3 073 977 | 4 811 295 |
| Other current assets | 3 122 152 | 3 070 477 | - 7 336 179 | 10 406 656 |
| Cash and cash equivalents | 6 577 601 | 5 204 569 | - 23 719 901 | 28 924 470 |
| Total current assets | 51 691 294 | n/a | n/a | 243 204 788 |
| Non-current assets held for sale | 1 535 588 | 1 535 588 | 1 535 588 | |
| TOTAL ASSETS | 366 877 544 | n/a | n/a | 1 002 564 656 |
| LIABILITIES | ||||
| TOTAL SHAREHOLDERS`FUNDS | 68 736 614 | n/a | n/a | 57 669 892 |
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Bank loans - net of current portion | 222 702 226 | 36 362 363 | - 17 051 503 | 53 413 866 |
| Finance lease creditors - net of current portion | 1 343 146 | 1 544 674 | - 15 204 920 | 16 749 594 |
| Other loans | - 1 325 632 | 1 325 632 | ||
| Post-retirement liabilities | 899 294 | 899 293 | - 25 679 339 | 26 578 632 |
| Other non current liabilities | 3 736 894 | 3 860 910 | - 29 728 932 | 33 589 842 |
| Deferred tax liability | 21 088 278 | 21 466 844 | - 33 960 652 | 55 427 496 |
| Provisions | 2 132 414 | 2 400 067 | - 6 955 350 | 9 355 417 |
| Total non current liabilities | 251 902 252 | n/a | n/a | 196 440 479 |
| CURRENT LIABILITIES: | ||||
| Current portion of non-current bank loans | 1 250 158 | 110 681 020 | - 68 025 738 | 178 706 758 |
| Current bank loans | 2 843 605 | 109 089 651 | - 44 506 614 | 153 596 265 |
| Current portion of non-current non-convertible bonds | 147 987 525 | 147 987 525 | ||
| Current portion of non-current finance lease creditors | 406 199 | 393 960 | - 5 275 073 | 5 669 033 |
| Other loans | 18 930 | - 41 600 257 | 41 619 187 | |
| Trade creditors | 29 846 936 | 21 520 943 | - 117 065 405 | 138 586 348 |
| Current tax liability | 1 016 619 | 1 330 790 | - 177 463 | 1 508 253 |
| Other taxes and contributions | 607 132 | 951 596 | - 6 066 899 | 7 018 495 |
| Other current liabilities | 10 268 029 | 12 673 144 | - 59 933 815 | 72 606 959 |
| Provisions | - 1 155 462 | 1 155 462 | ||
| Total current liabilities | 46 238 678 | n/a | n/a | 748 454 285 |
| LIABILITIES TOTAL | 366 877 544 | n/a | n/a | 1 002 564 656 |
n/a – not applicable.
The Consolidated Statement of Financial Position at 31 December 2015 on the basis of consolidation perimeter as at 30 June 2016 did not include any deconsolidation adjustments regarding the companies that were excluded at 31 May 2016 (note 4).
At 30 June 2016 and 31 December 2015, details of Investments, on the Consolidated Statement of Financial position, are as follows:
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Non current | Non current | |
| Investment in group companies excluded from consolidation | ||
| Opening balance | 36 969 914 | 36 969 914 |
| Liquidation | 36 969 914 | |
| Closing balance | 36 969 914 | |
| Accumulated impairment losses (Note 14) | 36 969 914 | |
| Net investment in group companies excluded from consolidation | ||
| 30.06.2016 | 31.12.2015 | |
| Non current | Non current | |
| Investment in associated companies | ||
| Opening balance | 1 493 139 | 1 354 074 |
| Effect of change in perimeter (note 4) | -1 493 139 | |
| Effect of equity method (note 5) | 139 065 | |
| Closing balance | 1 493 139 | |
| 30.06.2016 | 31.12.2015 | |
| Non current | Non current | |
| Investment in joint ventures | ||
| Opening balance | 5 695 259 | 7 326 715 |
| Effect of change in perimeter (note 4) | -5 695 259 | |
| Effect of equity method (note 5) | 151 740 885 | -1 631 456 |
| Closing balance | 151 740 885 | 5 695 259 |
| 30.06.2016 | 31.12.2015 | |
| Non current | Non current | |
| Available-for-sale investment | ||
| Opening balance | 1 171 674 | 1 144 569 |
| Acquisition | 2 224 | 18 579 |
| Effect of change in perimeter (note 4) | -1 049 510 | |
| Change in fair value | 8 508 | 8 526 |
| Closing balance | 132 896 | 1 171 674 |
| Accumulated impairment losses (Note 14) | 3 989 | 15 961 |
| Net available-for-sale investment | 128 907 | 1 155 713 |
Investments in subsidiaries excluded from consolidation comprise the subsidiary Tarnaise de Panneaux whose liquidation process was filed in 2001 and was concluded in the period ended 30 June 2016.
At 30 June 2016 and 31 December 2015, movements in tangible assets, accumulated depreciation and impairment losses were as follows:
| 30.06.2016 | 31.12.2015 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land and Buildings |
Plant and Machinery |
Vehicles | Tools | Fixtures and Fittings |
Other Tangible Fixed Assets |
Tangible Fixed Assets under construction |
Total tangible fixed assets |
Total tangible fixed assets |
|
| Gross cost: | |||||||||
| Opening balance | 646 791 354 | 1 370 041 227 | 10 931 046 | 13 196 327 | 26 896 730 10 287 939 | 21 556 726 | 2 099 701 349 | 2 176 796 117 | |
| Changes in consolidation perimeter | - 545 967 605 -1 084 104 786 | - 8 457 368 | - 12 973 716 | - 22 926 895 | - 9 512 382 | - 12 933 945 | -1 696 876 697 | ||
| Capital expenditure | 149 455 | 8 907 087 | 9 056 542 | 21 351 990 | |||||
| Disposals | 15 654 852 | 41 459 567 | 389 909 | 108 958 | 614 045 | 721 067 | 58 948 398 | 17 098 510 | |
| Reclassifications as investment properties | - 37 123 738 | ||||||||
| Transfers and reclassifications | 257 696 | 5 579 235 | 305 454 | 14 704 | 104 294 | 162 105 | - 8 036 709 | - 1 613 221 | - 4 005 554 |
| Exchange rate effect | 3 902 413 | 13 314 416 | 109 739 | 15 277 | 104 332 | 1 412 | 501 765 | 17 949 354 | - 40 218 956 |
| Closing balance | 89 478 461 | 263 370 525 | 2 498 962 | 143 634 | 3 564 416 | 218 007 | 9 994 924 | 369 268 929 | 2 099 701 349 |
| Accumulated depreciation and impairment losses | |||||||||
| Opening balance | 377 423 482 | 1 034 831 385 | 10 313 762 | 12 541 503 | 25 818 573 | 9 218 418 | 774 498 | 1 470 921 621 | 1 476 706 696 |
| Changes in consolidation perimeter | - 339 676 366 | - 839 839 024 | - 7 912 407 | - 12 402 841 | - 22 092 857 | - 8 456 307 | - 774 498 | -1 231 154 300 | |
| Depreciations for the period | 4 698 552 | 19 990 032 | 153 450 | 95 735 | 160 247 | 171 226 | 25 269 242 | 61 697 879 | |
| Impairment losses for the period - on results | 111 280 | ||||||||
| Disposals | 15 024 539 | 41 189 053 | 388 968 | 108 959 | 611 979 | 720 884 | 58 044 382 | 12 864 956 | |
| Reclassifications as investment properties | - 30 134 419 | ||||||||
| Transfers and reclassifications | - 7 874 | - 7 874 | - 3 307 007 | ||||||
| Exchange rate effect | 1 330 390 | 8 758 041 | 98 356 | 15 204 | 93 302 | - 132 | 10 295 161 | - 21 287 852 | |
| Closing balance | 28 751 519 | 182 551 381 | 2 264 193 | 140 642 | 3 367 286 | 204 447 | 217 279 468 | 1 470 921 621 | |
| Carrying amount | 60 726 942 | 80 819 144 | 234 769 | 2 992 | 197 130 | 13 560 | 9 994 924 | 151 989 461 | 628 779 728 |
Changes in consolidation perimeter refer to companies excluded from consolidation following the increase in share capital by Sonae Arauco, SA (notes 3 and 4).
At the closing date of these consolidated financial statements, mortgaged tangible fixed assets amounted to EUR 129 024 576 (EUR 299 596 935 at 31 December 2015), as a guarantee of loans amounting to EUR 48 110 190 (EUR 125 910 591 at 31 December 2015).
At 30 June 2016 and 31 December 2015, Deferred tax asset and Deferred tax liability, on the Consolidated Statement of Financial Position were detailed as follows:
| Deferred Tax Assets | Deferred Tax Liabilities | |||
|---|---|---|---|---|
| 30.06.2016 | 31.12.2015 | 30.06.2016 | 31.12.2015 | |
| Harmonisation Adjustments | 20 106 246 | 38 104 229 | ||
| Provisions not Allowed for Tax Purposes | 19 333 | 997 568 | ||
| Impairment of Assets | 274 598 | 1 233 414 | ||
| Tax Losses Carried Forward | 1 730 584 | 17 857 583 | ||
| Defined benefit plans | 2 262 330 | |||
| Derecognized Tangible Fixed Assets | 36 378 | |||
| Revaluation of Tangible Fixed Assets | 980 366 | 14 655 358 | ||
| Other Temporary Differences | 223 353 | 5 970 861 | 1 666 | 2 667 909 |
| 2 247 868 | 28 358 134 | 21 088 278 | 55 427 496 |
In the six-month periods ended 30 June 2016 and 30 June 2015, movements in Deferred tax asset and Deferred tax liability can be detailed as follows:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 30.06.2016 | 30.06.2015 Restated |
30.06.2016 | 30.06.2015 Restated |
||
| Opening balance Effect on profit or loss of continuing operation: Changes in temporary differences affecting profit or loss: Harmonisation adjusments Impairment of Assets Revaluation of tangible assets Tax losses carried forward Others Subtotal (note 21) Effect on profit or loss of discontinued operations: |
28 358 134 | 27 754 742 | 55 427 496 | 63 291 251 | |
| - 1 384 218 | - 926 451 | ||||
| - 2 362 | |||||
| - 6 393 | - 3 696 | ||||
| 158 827 | - 1 170 353 | ||||
| - 917 388 | - 95 007 | 148 117 | |||
| - 760 923 | - 1 265 360 | - 1 390 611 | - 782 030 | ||
| Changes in temporary differences affecting profit or loss: | |||||
| Harmonisation adjusments | 137 795 | 491 728 | |||
| Provisions not allowed for tax purposes | - 116 222 | 88 149 | |||
| Impairment of Assets | - 256 828 | - 595 405 | |||
| Tax losses carried forward | 1 438 154 | 608 860 | |||
| Derecognized tangible assets | - 450 | - 539 | |||
| Revaluation of tangible assets | 1 886 522 | - 1 249 319 | |||
| Others | - 1 682 926 | 40 780 | 233 460 | 237 225 | |
| Subtotal | - 618 272 | 141 845 | 2 257 777 | - 520 366 | |
| Currency translation effect | 38 930 | 29 857 | 1 326 613 | 774 504 | |
| Changes in consolidation perimeter | - 24 770 001 | - 36 532 997 | |||
| Closing balance | 2 247 868 | 26 661 084 | 21 088 278 | 62 763 359 | |
Changes in consolidation perimeter refer to companies excluded from consolidation in the period ended 30 June 2016 (note 4).
At 30 June 2016 and 31 December 2015, detail of Cash and Cash Equivalents, on the Consolidated Statement of Financial Position, was as follows:
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Cash at Hand Bank Deposits and Other Treasury Applications |
5 926 6 571 675 |
42 240 28 882 230 |
| Cash and Cash Equivalents on the Consolidated Statement of Financial Position |
6 577 601 | 28 924 470 |
| Bank Overdrafts | 543 605 | 13 116 265 |
| Cash and Cash Equivalents on the Statement of Cash Flows | 6 033 996 | 15 808 205 |
Accumulated other comprehensive income on the Consolidated Statement of Financial Position, is detailed as follows:
| Accumulated other comprehensive income Atributable to the parent's shareholders |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Available | Remeasurement | Share of Other Comprehensive Income of Joint Ventures and Associates |
Income tax related to |
||||||||
| Currency translation |
for-sale financial assets |
Revaluation Reserve |
s on defined benefit plans |
Which may be subsequently transferred to profit or loss |
Which may not be subsequently transferred to profit or loss |
components of other comprehensiv e income |
Total | ||||
| Balance as at 1 January 2016 | - 31 461 322 | 96 733 106 260 850 | - 6 260 935 | 1 388 833 | 26 238 300 | 43 785 859 | |||||
| Other consolidated comprehensive income for the period Change in method Tranferred to Net consolidated profit/(loss) for the period Others |
3 020 523 36 592 671 1 706 713 |
8 508 - 105 241 |
- 99 895 009 1 343 |
6 218 070 - 87 |
1 288 940 52 621 |
33 619 135 | - 25 049 855 - 155 063 |
4 317 971 -35 060 569 36 592 671 1 863 032 |
|||
| Balance as at 30 June 2016 | 9 858 585 | 6 367 184 | - 42 952 | 1 341 561 | 35 007 968 | 1 033 382 | 51 498 964 |
| Accumulated other comprehensive income Atributable to the parent's shareholders |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Currency translation |
Available for-sale |
Revaluation | Remeasurement | Share of Other Comprehensive Income of Joint Ventures and Associates |
Income tax related to components |
|||||||
| financial assets |
Reserve | s on defined benefit plans |
Which may be Which may not be subsequently subsequently transferred to profit transferred to profit or loss or loss |
of other comprehensiv e income |
Total | |||||||
| Balance as at 1 January 2015 | -12 361 951 | 88 083 | 107 383 926 | -6 520 334 | 1 386 912 | 26 611 343 | 63 365 293 | |||||
| Other consolidated comprehensive income for the period | 1 475 252 | 579 | 1 475 831 | |||||||||
| Balance as at 30 June 2015 | -10 886 699 | 88 662 | 107 383 926 | -6 520 334 | 1 386 912 | 26 611 343 | 64 841 124 |
Translation reserve transferred to Net consolidated profit / (loss) for the period amounting to EUR -36 592 671 was included under Profit / (loss) from discontinued operations, after taxation, and relates to the companies that were excluded from consolidation at 31 May 2016 (notes 3 and 4).
As at 30 June 2016 and 31 December 2015, Sonae Indústria had the following outstanding loans:
| 30.06.2016 | 31.12.2015 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amortised cost | Nominal value | Amortised cost | Nominal value | ||||||
| Current | Non current | Current | Non current | Current | Non current | Current | Non current | ||
| Bank loans Debentures |
4 093 763 | 222 702 226 | 4 093 763 | 224 430 786 | 332 303 023 147 987 525 |
53 413 866 | 333 573 440 150 000 000 |
53 648 577 | |
| Obligations under finance leases Other loans |
406 199 | 1 343 146 | 406 199 | 1 343 146 | 5 669 033 41 619 187 |
16 749 594 1 325 632 |
5 669 033 41 954 760 |
16 749 594 1 325 632 |
|
| Gross debt | 4 499 962 | 224 045 372 | 4 499 962 | 225 773 932 | 527 578 768 | 71 489 092 | 531 197 233 | 71 723 803 | |
| Cash and cash equivalent in | 6 577 601 | 6 577 601 | 28 924 470 | 28 924 470 | |||||
| Net debt | - 2 077 639 | 224 045 372 | - 2 077 639 | 225 773 932 | 498 654 298 | 71 489 092 | 502 272 763 | 71 723 803 | |
| Total net debt | 221 967 733 | 223 696 293 | 570 143 390 | 573 996 566 |
| Company(ies) | Loan | Contract date | Maturity (with reference to 30.06.2016) |
Currency | Outstanding principal at 30.06.2016 (EUR) |
Outstanding principal at 31.12.2015 (EUR) |
|---|---|---|---|---|---|---|
| Sonae Arauco, SA (former Tableros de Fibras S.A. ) |
Commercial paper programme |
July 2010 | 1) | EUR | 2 400 000 | |
| Sonae Indústria, SGPS, S.A. | Bank loan | August 2010 | to be repaid from November 2012 to August 2017 |
EUR | 1 388 889 | 1 944 444 |
| Sonae Indústria, SGPS, S.A. | Commercial paper programme |
September 2010 | fully repaid in June 2016, as per contract |
EUR | 12 500 000 | |
| Tafisa Canada Inc. | Bank loan (Revolving ) |
July 2011 | to be repaid from March 2017 to May 2021 |
CAD | 48 110 190 | 29 572 204 |
| Tafisa Canada Inc. | Bank loan | July 2011 | last payment in April 2016, as per contract |
CAD | 334 117 | |
| Imoplamac, S.A. | Bank loan | November 2012 | last payment in March 2016, as per contract |
EUR | 729 933 | |
| Sonae Indústria, SGPS, S.A. | Commercial paper programme |
June 2013 | June 2018 Note: programme without subscription guarantee |
EUR | 2 300 000 | 13 650 000 |
| Taiber, Tableros Aglomerados Ibéricos, S.L. and Sonae Indústria, SGPS, S.A. |
Bank loan | November 2013 | 1) | EUR | 39 000 000 | |
| Sonae Indústria, SGPS, S.A. | Commercial paper programme |
July 2014 | to be repaid from December 2015 to June 2018 |
EUR | 8 350 000 | |
| Sonae Indústria, SGPS, S.A. | Commercial paper programme |
August 2014 | 1) | EUR | 93 900 000 | |
| Sonae Arauco, SA (former Tableros de Fibras, S.A. ) and Sonae Indústria, SGPS, S.A. |
Bank loan | October 2014 | 1) | EUR | 65 000 000 | |
| Sonae Indústria, SGPS, S.A. | Bank loan | October 2014 | 1) | EUR | 7 930 000 | |
| Sonae Indústria, SGPS, S.A | Commercial paper programme |
February 2015 | 1) | EUR | 12 500 000 | |
| Sonae Novobord (Pty) Limited | Bank loan | April 2015 | 2) | ZAR | 2) | 16 104 270 |
| Sonae Indústria, SGPS, S.A. | Bank loan | June 2015 | 1) | EUR | 60 000 000 | |
| Sonae Indústria, SGPS, S.A. | Commercial paper programme |
October 2015 | October 2016, renewable | EUR | 5 000 000 | |
| Euroresinas - Indústrias Químicas, S.A. |
Bank loan | November 2015 | 2) | EUR | 2) | 4 000 000 |
| Sonae Indústria, SGPS, S.A. | Bank loan | December 2015 | fully repaid in January 2016, as per contract |
EUR | 9 999 481 | |
| Taiber, Tableros Aglomerados Ibéricos, S.L. |
Bank loan | January 2016 | 2) | EUR | 2) | N/A |
| Sonae Indústria, SGPS, S.A. | Commercial paper programme |
May 2016 | to be repaid from May 2019 to May 2021 |
EUR | 175 000 000 | N/A |
| Several companies | Other bank loans | - | - | EUR | 1 725 470 | 4 307 567 |
| Total | EUR | 228 524 549 | 387 222 017 |
1) By agreement between the parties, this loan was revoked with effect from end of May 2016, and all outstanding amounts have been repaid.
2) As a result of the exclusion of the companies mentioned on note 4), these loans are no longer accounted for in the consolidated debt of Sonae Indústria, SGPS, S.A .
All these loans are subject to variable interest rates.
Figures detailed on the previous table correspond to the nominal value of bank loans disclosed on note 12.
At 30 June 2016, in addition to mortgaged tangible fixed assets referred to on note 8, there were other assets amounting to EUR 30 986 755 (EUR 47 975 673 at 31 December 2015) which were pledged as guarantee of the Group's liabilities. These assets consisted mostly of inventories and accounts receivable. In addition, on this date there was an agreement for the pledge of the shares of subsidiaries Megantic BV and Tafisa Canada Inc, as guarantee of commercial paper contracted by Sonae Indústria, SGPS, SA in May 2016.
| Company(ies) | Loan | Contract date | Maturity (with reference to 30.06.2016) |
Currency | Outstanding principal at 30.06.2016 (EUR) |
Outstanding principal at 31.12.2015 (EUR) |
|---|---|---|---|---|---|---|
| Sonae Indústria, SGPS, S.A. | Sonae Industria / 2014 - 2020 bonds |
October 2014 | 1) | EUR | 150 000 000 |
1) In May 2016, by agreement between the parties, Sonae Indústria, SGPS, SA repurchased and amortized all the Bonds "Sonae Indústria / 2014-2020".
This loan was subject to variable interest rate.
| Company(ies) | Loan | Contract date | Maturity (with reference to 30.06.2016) |
Currency | Outstanding principal at 30.06.2016 (EUR) |
Outstanding principal at 31.12.2015 (EUR) |
|---|---|---|---|---|---|---|
| Trade receivables | 1) | EUR | 40 162 862 | |||
| Several companies August 2012 securitization 1) |
GBP | 480 792 |
1) By agreement between the parties, this loan was revoked with effect from end of May 2016, and all outstanding amounts have been repaid.
This loan was subject to variable interest rate.
At 30 June 2016 and 31 December 2015, Other current liabilities on the Consolidated Statement of Financial Position were composed of:
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Derivatives | 71 084 | 41 908 |
| Tangible fixed assets suppliers | 894 116 | 5 418 520 |
| Other creditors | 662 204 | 2 776 725 |
| Financial instruments | 1 627 404 | 8 237 153 |
| Other creditors | 290 157 | 7 301 250 |
| Accrued expenses: | ||
| Personnel expenses | 3 907 925 | 17 002 321 |
| Accrued financial expenses | 627 563 | 6 503 606 |
| Rebates | 2 329 195 | 15 818 462 |
| External supplies and services | 379 971 | 8 005 824 |
| Other accrued expenses | 785 161 | 5 312 168 |
| Deferred income: | ||
| Investment subventions | 171 726 | 4 277 243 |
| Other deferred income | 148 927 | 148 932 |
| Liabilities out of scope of IFRS 7 | 8 640 625 | 64 369 806 |
| Total | 10 268 029 | 72 606 959 |
Movements occurred in provisions and accumulated impairment losses during the period ended 30 June 2016 and 30 June 2015 were as follows:
| 30.06.2016 | |||||||
|---|---|---|---|---|---|---|---|
| Opening balance |
Exchange rate effect |
Changes to perimeter |
Increase | Utilization | Reversion | Other changes |
Closing balance |
| 41 690 361 | - 25 299 027 | - 12 712 837 | 3 678 497 | ||||
| 1 700 000 | 1 700 000 | ||||||
| 366 436 | - 319 243 | 24 028 | - 3 923 | 19 242 | |||
| 605 874 | |||||||
| 3 502 | |||||||
| 82 297 194 | 33 940 | - 50 682 534 | 1 603 068 | 940 055 | - 51 368 762 | 6 007 115 | |
| 1 523 885 | - 24 284 | - 347 703 | 421 271 | 8 017 | 738 644 | ||
| 549 120 | - 27 | - 607 393 | 58 300 | ||||
| 1 492 766 | - 210 000 | 1 083 997 | 198 769 | ||||
| 6 945 108 | - 3 727 360 | 73 634 | 329 268 | - 1 767 113 | 1 195 000 | ||
| 10 510 879 | - 24 311 | - 6 659 569 | 131 934 | 1 834 536 | - 6 651 552 | 2 132 414 | |
| 92 808 073 | 9 629 | - 57 342 103 | 1 735 002 | 1 834 536 | 940 055 | - 58 020 314 | 8 139 529 |
| 3 990 | |||||||
| 4 401 009 | 5 390 | - 3 354 143 | 943 884 | 1 247 481 | 748 659 | ||
| 8 892 178 | |||||||
| 2 259 929 10 931 182 25 345 784 3 502 36 985 875 134 194 957 |
33 940 15 019 |
- 25 064 264 - 25 641 - 60 721 887 |
1 603 068 13 670 2 692 556 |
1 834 536 | 916 027 2 187 536 |
- 2 259 929 - 10 931 182 - 25 460 891 - 36 969 914 - 94 990 228 |
| 30.06.2015 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Opening | Exchange | Changes to | Other | Closing | ||||
| Description | balance | rate effect | perimeter | Increase | Utilization | Reversion | changes | balance |
| Impairment losses: | ||||||||
| Investment properties | 2 259 929 | 2 259 929 | ||||||
| Tangible fixed assets | 48 044 432 | 116 743 | - 542 970 | 47 618 205 | ||||
| Goodwill | 7 778 921 | 40 544 | 7 819 465 | |||||
| Intangible assets | 30 833 | - 1 831 | 29 002 | |||||
| Other non-current assets | 10 931 182 | 10 931 182 | ||||||
| Trade debtors | 26 228 073 | 94 338 | 1 139 089 | 942 470 | - 716 842 | 25 802 188 | ||
| Other debtors | 3 502 | 3 502 | ||||||
| Subtotal impairment losses | 93 016 943 | 134 882 | 1 255 832 | 942 470 | 998 286 | 94 463 473 | ||
| Provisions: | ||||||||
| Litigations in course | 1 504 544 | - 9 403 | 1 495 141 | |||||
| Warranties to customers | 541 547 | 3 393 | 48 656 | 7 500 | 586 096 | |||
| Restructuring | 6 055 072 | 14 635 | 1 532 698 | 4 090 013 | 3 512 392 | |||
| Other | 4 694 739 | 73 266 | 279 736 | 58 046 | 4 546 314 | |||
| Subtotal provisions | 12 795 901 | 18 028 | 1 654 620 | 4 377 249 | 48 643 | 10 139 942 | ||
| Subtotal impairment losses and provisions | 105 812 845 | 152 910 | 2 910 452 | 4 377 249 | 942 470 | 1 046 929 104 603 415 | ||
| Other losses: | ||||||||
| Investments | 36 985 875 4 165 268 |
15 839 | 2 153 893 | 905 561 | - 867 028 | 36 985 875 4 562 411 |
||
| Write-down to net realizable value of inventories | ||||||||
| Total | 146 963 988 | 168 749 | 5 064 345 | 4 377 249 | 1 848 031 | 179 901 146 151 701 |
Increases and decreases in provisions and impairment losses are stated on the Consolidated Income Statement as follows:
| 30.06.2016 | 30.06.2015 | |||||
|---|---|---|---|---|---|---|
| Losses Gains Total |
Losses | Gains | Total | |||
| Restated | Restated | Restated | ||||
| Cost of sales | 88 582 | 68 560 | - 20 022 | 105 616 | 43 515 | - 62 101 |
| (Increase) / decrease in production | 51 426 | 39 700 | - 11 726 | 77 544 | 71 340 | - 6 204 |
| Provisions and impairment losses | 13 112 | 282 035 | 268 923 | 116 743 | 19 223 | - 97 520 |
| Profit / (loss) from discontinued operations | 2 539 436 | 3 631 777 | 1 092 341 | 4 764 442 | 6 091 202 | 1 326 760 |
| Total (Consolidated Income Statement) | 2 692 556 | 4 022 072 | 1 329 516 | 5 064 345 | 6 225 280 | 1 160 935 |
Balances and flows with related parties are summarized as follows:
| Balances | Accounts receivable | Accounts payable | ||
|---|---|---|---|---|
| 30.06.2016 | 31.12.2015 | 30.06.2016 | 31.12.2015 | |
| Other subsidiaries of the parent company | 440 675 | 329 705 | 2 510 787 | 4 336 245 |
| Joint ventures and associates | 748 332 | 9 527 339 | 1 984 183 | 1 836 792 |
| Transactions | Income | Expenditure | ||
| 30.06.2016 | 30.06.2015 | 30.06.2016 | 30.06.2015 | |
| Restated | Restated | |||
| Other subsidiaries of the parent company | 25 000 | 1 491 | 595 526 | 686 072 |
| Joint ventures and associates | 13 316 672 | 15 013 462 | 15 745 407 | 10 364 635 |
Profit / (loss) from discontinued operations, after taxation, on the Consolidated Income Statement for the period ended 30 June 2016 includes the results for the five-month period ended 31 May 2016 of the companies that were classified as joint ventures at the that date (notes 3 and 5). Consolidated Income Statement for the period ended 30 June 2015 was restated so as to present the results of these companies for the six-month period ended 30 June 2016 on this caption, which can be detailed as follows:
| 30.05.2016 | 30.06.2015 | |
|---|---|---|
| Sales | 339 858 763 | 437 098 846 |
| Services rendered | 830 586 | 1 109 356 |
| Other income and gains | 6 660 223 | 11 916 727 |
| Cost of sales | 167 993 678 | 232 664 932 |
| (Increase) / decrease in production | - 2 711 434 | - 1 054 553 |
| External supplies and services | 84 495 943 | 115 557 397 |
| Staff expenses | 51 864 328 | 71 456 496 |
| Depreciation and amortisation | 20 069 407 | 25 160 825 |
| Provisions and impairment losses (increase / reduction) | - 748 574 | 1 467 141 |
| Other expenses and losses | 39 799 364 | 6 251 860 |
| Operating profit / (loss) | - 13 413 140 | - 1 379 169 |
| Net finance profit / (loss) | - 13 888 033 | - 21 821 919 |
| Gains and losses in associated companies | 222 216 | 246 384 |
| Gains and losses in joint ventures | 74 869 | - 679 083 |
| Gains and losses in investments | - 13 670 | |
| Net profit/(loss) from discontined operations, before taxation | - 27 017 758 | - 23 633 787 |
| Taxation | 3 728 804 | 921 375 |
| Consolidated net profit / (loss) from discontinued operations, afer taxation | - 30 746 562 | - 24 555 162 |
In the six-month period ended 30 June 2016, the detail of Consolidated net profit / (loss) of discontinued operations, after taxation, included under Other expenses and losses EUR 36 592 671 relating the reclassification to profit or loss of the amount that translation reserve of companies excluded from consolidation (notes 3 and 4) reached at 31 May 2016 (date of exclusion) – note 11.
Cash flows of discontinued operations, which were included line by line on the Consolidated Statement of Cash Flows, are as follows:
| 30.06.2016 | 30.06.2015 | |
|---|---|---|
| Operating activities | - 10 966 545 | - 23 320 581 |
| Investment activities | 4 809 572 | 1 432 516 |
| Financing activities | 178 279 233 | - 8 487 707 |
Details of Other income and gains on the Consolidated Income Statement for the periods ended 30 June 2016 and 30 June 2015 are as follows:
| 30.06.2016 | 30.06.2015 | |
|---|---|---|
| Restated | ||
| Gains on disp. and write off of invest. prop., tang. and intang. assets | 856 923 | 74 900 |
| Supplementary revenue | 1 015 697 | 763 232 |
| Investment subventions | 80 651 | 73 475 |
| Tax received | 24 844 | |
| Positive exchange gains | 1 308 689 | 1 348 582 |
| Others | 254 292 | 298 633 |
| 3 541 096 | 2 558 822 |
Details of Other expenses and losses on the Consolidated Income Statement for the periods ended 30 June 2016 and 30 June 2015 are as follows:
| 30.06.2016 | 30.06.2015 Restated |
|
|---|---|---|
| Taxes | 606 647 | 648 450 |
| Losses on disp. and write off of invest. prop., tang. and intang. assets | 244 583 | 48 675 |
| Negative exchange gains | 1 277 207 | 1 129 851 |
| Others | 790 815 | 362 419 |
| 2 919 252 | 2 189 395 |
| 30.06.2016 | 30.06.2015 | |
|---|---|---|
| Recurring | Recurring | |
| Restated | ||
| Sales | 119 848 509 | 116 275 596 |
| Services rendered | 719 038 | 565 409 |
| Other income and gains | 2 683 141 | 1 907 447 |
| Cost of sales | 63 057 183 | 64 341 026 |
| (Increase) / decrease in production | 1 379 109 | 1 539 758 |
| External supplies and services | 24 479 465 | 23 589 908 |
| Staff expenses | 12 776 471 | 12 510 594 |
| Impairment losses in trade debtors (increase/reduction) | - 1 270 | - 19 222 |
| Other expenses and losses | 2 725 611 | 2 137 827 |
| Recurring operating profit/(loss) before amortization, depreciation, provisions and impairment losses (except trade debtors) |
18 834 119 | 14 648 561 |
| Non-Recurring operating profit/(loss) before amortization, depreciation, provisions and impairment losses (except trade debtors) |
330 006 | - 475 886 |
| Total operating profit/(loss) before amortization, depreciation, provisions and impairment losses (except trade debtors) |
19 164 125 | 14 172 675 |
Financial results for the periods ended 30 June 2016 and 30 June 2015 were as follows:
| 30.06.2016 | 30.06.2015 Restated |
|
|---|---|---|
| Financial expenses: | ||
| Interest expenses | ||
| related to bank loans and overdrafts | 5 512 489 | 5 155 620 |
| related to non convertible bonds | 5 315 242 | 3 532 354 |
| related to finance leases | 42 544 | 9 692 |
| related to loans from related parties | 106 683 | 2 204 372 |
| others | 150 908 | 1 670 |
| 11 127 866 | 10 903 708 | |
| Losses in currency translation | ||
| related to loans | 869 651 | 674 594 |
| 869 651 | 674 594 | |
| Cash discounts granted | 884 474 | 834 588 |
| Other finance losses | 934 229 | 511 111 |
| 13 816 220 | 12 924 001 |
| 30.06.2016 | 30.06.2015 | |
|---|---|---|
| Financial income: | Restated | |
| Interest income | ||
| related to bank loans | 12 215 | 24 364 |
| related to loans to related parties | 2 964 350 | 12 332 798 |
| 2 976 565 | 12 357 162 | |
| Gains in currency translation | ||
| related to loans | 988 031 | 517 694 |
| 988 031 | 517 694 | |
| Cash discounts obtained | 38 592 | 51 294 |
| Other finance gains | 46 913 | 45 246 |
| 4 050 101 | 12 971 396 | |
| Finance profit / (loss) | - 9 766 119 | 47 395 |
Corporate income tax accounted for in the periods ended 30 June 2016 and 30 June 2015 is detailed as follows:
| 30.06.2016 | 30.06.2015 | |
|---|---|---|
| Restated | ||
| Current tax | 4 342 638 | 1 836 337 |
| Deferred tax | - 629 688 | 483 330 |
| 3 712 950 | 2 319 667 |
The main activity of the Group is the production of wood based panels and derivative products through industrial plants and commercial facilities located in Portugal, Canada and South Africa.
Until 31May 2016, identifiable reportable segments were as follows:
Following the increase in share capital on 31 May 2016, described on note 3, companies referred to on note 4 were excluded and the system of internal report to chief operating decision maker was significantly changed. Geographical segmentation loose relevance and
the Group focused on type of business. Secondary activities are materially irrelevant as far as segmental report is concerned and the Group decided to present one only segment.
These consolidated financial statements were approved by the Board of Directors and authorized for issuance 21 September 2016.
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