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Sonae SGPS

Interim / Quarterly Report Jul 29, 2015

1901_ir_2015-07-29_15169de9-64ad-4b1a-aff5-ff7834497c03.pdf

Interim / Quarterly Report

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SONAE INDÚSTRIA, SGPS, SA

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

MANAGEMENT REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

JANUARY – JUNE 2015

ACCORDING TO THE INTERNATIONAL ACCOUNTING STANDARD 34 – INTERIM FINANCIAL REPORT

CONTENTS

MANAGEMENT REPORT

APPENDICES IN ACCORD WITH ART 9 OF CMVM REGULATION 5/2008

STATEMENT IN ACCORD WITH ART 246 OF PORTUGUESE SECURITIES CODE

CONSOLIDATED FINANCIAL STATEMENTS

MANAGEMENT REPORT

CEO MESSAGE

During this last quarter, we progressed significantly in the execution of our Strategic Plan. We have completed the sale of Betanzos, our hardboard business in Spain, and prepared the ground for the completion of the sale of Darbo (subsidiary that ownsthe Linxe plant, in France), that led to the transaction being concluded at the beginning of July. With these two transactions, we have now completed the planned restructuring of our industrial footprint. The group's energy and resources will now be channelled towards continuous improvement initiatives, to support a more market and customer centric strategy aimed, ultimately, at improving our company's profitability.

From a market perspective, we have continued to reinforce our offer in order to deliver higher value solutions for our customers. We have launched the Innovus Essence decorative product portfolio with the Rustic texture, in 10 carefully selected unicolors. This new decorative solution offers customers a product with the look and feel of painted solid wood or painted veneered panels. We are also finalising our new Innovus melamine decorative collection that will be launched still this year.

As regards the operational performance of our Continued Operations, I would like to highlight the achievement of marginally positive net results in the second quarter of 2015, which represents our best performance since early 2008.

We registered the fifth quarter of Recurrent EBITDA growth, leading to a last twelve month Recurrent EBITDA of 103 million Euros, up by 15 million Euros against the same period last year, on a comparable basis. The improved performance was driven by the results in Southern Europe and North America operations, which allowed us to achieve a Recurrent EBITDA margin in the second quarter of 10.8%, 1.2 p.p. higher than in the first quarter of the year. These significant improvements were achieved, despite the economic and political challenges in Europe and South Africa.

With the successful implementation of our restructuring plan, we can now focus in our objective of becoming the preferred supplier of our target customers. I count on all our team to contribute to this objective.

Rui Correia CEO Sonae Indústria

1. TURNOVER & RECURRENT EBITDA

At the end of 2014, Sonae Indústria classified as "discontinued operations" the results of the French industrial units Auxerre and Le Creusot (which were sold in April of 2014), Ussel (sold in March of 2015) and Linxe (sold in July 2015), of Pontecaldelas plant (in Spain, whose production activities were stopped during the 1st half of 2014), and of Betanzos (in Spain, sold in April 2015). The analysis presented in this chapter excludes the contribution of these operations classified as "discontinued operations".

1.1. SONAE INDÚSTRIA CONSOLIDATED

1H15 consolidated turnover (continued operations) was 528 million Euros, in line with 1H14. On a quarterly basis, Sonae Indústria turnover improved by 2% when compared to same period last year, and by 5% against the previous quarter. The improved quarterly performance was driven by a combination of improved sales volumes (+3.5% vs 1Q15) and higher average selling prices (+1.3% vs 1Q15), which were also positively impacted by exchange rate effects from both Canadian and South African currencies.

Consolidated average variable costs per m3 for the semester were down by 1.4% when compared to 1H14, driven by reductions in the average costs of chemicals and thermal energy. When compared to previous quarter, all 2Q15 variable cost categories contributed positively to an average reduction of the group unitary variable costs of 4.6%. It should be noted that an important part of these improvements were determined by seasonal effects, with the end of the winter period in Europe and North America, leading to a reduction in the moisture content of the wood intake in the plants and improved electricity and thermal energy costs.

On a comparable basis (without the contribution of the operations considered as discontinued), total fixed costs for the semester were reduced by circa 3 million Euros, when compared to 1H14.

Total headcount (considering the contribution of all operations) was of 3,395 FTEs as at the end of June 2015, a reduction of 180 FTEs when compared to the end of March 2015. This reduction is mainly explained by the impact of the assets sold, namely Ussel, in France and Betanzos, in Spain.

SONAE INDÚSTRIA MANAGEMENT REPORT - FIRST HALF 2015

The average capacity utilization index of Sonae Indústria's plants, on a comparable basis, excluding discontinued production lines, was kept relatively stable in 1H15, at circa 80%. On a quarterly basis, and when compared to 1Q15, the average capacity utilization index of the Group (continued production lines) increased by 2.7 p.p., reaching 81.6%.

Sonae Indústria last twelve months Recurrent EBITDA continued to improve, reaching 103 million Euros at the end of June 2015, with a recurrent EBITDA of 29 million Euros in the 2Q15, 4 million Euros above the value registered in 1Q15 (+18%). Recurrent EBITDA margin in the second quarter of 2015 was 10.8%, up by 1.2 p.p. when compared to 1Q15 and up by 0.5 p.p. when compared to same period of last year. 1H15 Recurrent EBITDA was 54 million Euros, up by 7.4 million Euros when compared to same period in 2014, with an implicit recurrent EBITDA margin of 10.2% (+1.4 p.p. vs 1H14).

LTM: Last twelve months

Non-recurrent EBITDA items were around -1.5 million Euros in the second quarter of 2015 and were essentially related with redundancy costs (0.8 million Euros) and costs associated with inactive sites (0.7 million Euros).

As a result of the evolutions above, total EBITDA for 2Q15 reached 28 million Euros. 1H15 total EBITDA was of 48 million Euros, up by 22% when compared to same period of 2014.

1.2. SOUTHERN EUROPE

Southern Europe performance analysis considers the performance of the operations considered as "continued" in the Iberian Peninsula, together with the Western Europe and overseas export activities, thus excluding French operations and the Betanzos and Pontecaldelas plants.

*Turnover per region includes intercompany group sales (between regions)

During 1H15, the Southern European market showed an improved performance, positively impacted by the evolution of some macroeconomic indicators in both Portugal and Spain, namely the reported higher levels of consumer confidence, notwithstanding the political and economic uncertainty of Euro Area following the recent developments in Greece. In terms of construction activity, both Portugal and Spain indicators showed a y.o.y. increase, with housing permits granted in Portugal increasing by circa 16%1 , and in Spain the new housing indicator registering a y.o.y. increase of approximately 30%2 .

For 1H15, and when compared to 1H14, the following items are worth highlighting for this region:

  • Turnover decreased by 6% due to a reduction in sales volumes generated in Iberian Peninsula, mainly driven by MDF volumes. Notwithstanding the semester performance, 2Q15 turnover improved by 3%, when compared to 1Q15, driven by improved sales volumes in all product segments;
  • Average selling prices showed some improvements, when compared to same period of 2014, but figures for 2Q15 were kept relatively stable vs 1Q15;
  • Average unitary variable costs (per m3 ) were kept relatively stable when compared to same period of 2014, with higher average wood costs being offset by reduced average costs of chemicals and thermal energy. In the 2Q15, and when compared to previous quarter, average variable costs were improved due to positive contributions of wood, thermal energy and electricity costs, positively impacted by seasonal effects (end of winter period).

The combination of the above factors led to an important improvement in the 1H15 Recurrent EBITDA of this region to 15 million Euros, up by 5 million Euros vs 1H14, with an implicit recurrent EBITDA margin of 8.3% (+3.1 p.p. vs 1H14). Importantly, it is worth noting that 2Q15 recurrent EBITDA margin in this region reached 9%.

2 Source: Ministierio de Fomento, July 2015 (Total "New Housing", cumulative 4 months evolution until April 2015)

1 Source: Instituto Nacional de Estatística, July 2015 ("Nova habitação residencial", cumulative 5 months evolution until May 2015)

1.3. NORTHERN EUROPE

*Turnover per region includes intercompany group sales (between regions)

The Northern Europe market started to show a weaker performance in the construction sector, when compared to the positive evolution experienced in 2014, as evidenced by the evolution of new house construction permits in Germany (down by circa 1% 3 , y.o.y.).

Comparing the 1H15 performance with the same period in 2014, the key highlights of the Northern Europe region are the following:

  • Turnoverfor this region decreased by 9%, notwithstanding the relatively stable value of volumes sold, which were only 1% below the level registered in the same period of last year. This decrease is essentially explained by the lower volumes of PB and OSB products, which were partially compensated by improved MDF volumes;
  • Average selling prices registered a decrease in the semester, when compared to 2014, negatively impacted by the contribution of the OSB products;
  • Average unitary variable costs (per m3 ) benefited from decreases in all cost categories, when compared to same period of 2014. On a quarterly basis, and when compared to 1Q15, average unitary variable costs were positively impacted by an important reduction in thermal energy costs, a reflection of better weather conditions following the end of the winter period.

The combination of the above factors led to a Recurrent EBITDA margin of 8.3% for the semester, slightly below the value of 1H14 (-0.4%). However, it should be highlighted that 2Q15 recurrent EBITDA margin improved to 8.5%, up by 0.4 p.p. when compared to 1Q15.

3 Source: German Federal Statistics Office, July 2015 ("Permits for new construction, dwelling", cumulative 5 months evolution until May 2015)

1.4. REST OF THE WORLD (CANADA AND SOUTH AFRICA)

*Turnover per region includes intercompany group sales (between regions)

The North American market continued to show positive signs, fully related with the United States economy, where the construction sector continued to report improved figures for the level of housing starts (up by 8% 4 when compared to 2014). A slower performance was felt in terms of the level of Canadian housing starts, which experienced a small reduction of 1.2%5 , when compared to the previous year. In South Africa, the trading conditions continue to pressure the market demand for wood based panels, with the level of residential building permits decreasing by 1%6 y.o.y.

In terms of performance in the 1H15, and when compared to 1H14, the following highlights should be noted for these regions:

  • Consolidated turnover for the segment as a whole improved significantly (+15% in Euro terms), driven mostly by improved performance of the Canadian operation, but also being positively impacted by the depreciation of the Euro against the local currencies of both countries. Sales volumes were relatively stable, but with a higher share of melamine products in North America, when compared to same period of 2014;
  • Average selling prices registered a positive evolution in the Canadian operations, when compared to previous year and were relatively stable in the South African operations. Nevertheless, both operations contributed positively to the consolidated results, due to the favourable exchange rate evolution;
  • Average unitary variable costs (per m3 ) increased in Canada, as the yearly evolution was impacted by higher wood and thermal energy costs of 1Q15, a consequence of the severe weather conditions witnessed in this region during the winter period. The performance of South African operations was also impacted by higher wood and electricity costs, but these were offset by improvements in the remaining variable cost categories, leading to a reduction in the unitary variable costs, when compared to 1H14.

The combination of the above factors led to an improvement in the segment's 1H15 recurrent EBITDA margin to 14.3%, up by 1.8 p.p. when compared to 1H14. It must also be highlighted the value of Recurrent EBITDA margin of the quarter of 15.7%, the highest level since 2011.

6 Source: Statistics South Africa, July 2015 ("Building plans for residential buildings (number)", cumulative 5 months evolution until May 2015).

4 Source: United States Censes Bureau, July 2015 ("New housing units", cumulative 5 months evolution until May 2015).

5 Source: Canada Mortgage and Housing Corporation, July 2015 ("Building permits (units)", cumulative 5 months evolution until May 2015).

2. CONSOLIDATED FINANCIAL PERFORMANCE

2.1. CONSOLIDATED INCOME STATEMENT

CONSOLIDATED INCOME STATEMENT
Million euros 1H14 R 1H15 1H15 /
1H14 R
2Q14 R 1Q15 2Q15 2Q15 /
2Q14 R
2Q15 /
1Q15
Consolidated turnover 529 528 (0%) 265 258 270 2% 5%
Southern Europe* 192 180 (6%) 95 89 92 (4%) 3%
Northern Europe* 241 219 (9%) 117 111 109 (7%) (2%)
Rest of the World* 125 144 15% 67 69 75 12% 8%
Other operational income 16 13 (18%) 9 7 6 (35%) (18%)
EBITDA 39 48 22% 25 21 28 10% 33%
Recurrent EBITDA 46 54 16% 27 25 29 7% 18%
Southern Europe 10 15 51% 6 7 8 32% 22%
Northern Europe 21 18 (13%) 12 9 9 (25%) 2%
Rest of the World 16 21 32% 9 9 12 34% 30%
Recurrent EBITDA Margin % 8.8% 10.2% 1.4 pp 10.3% 9.6% 10.8% 0.5 pp 1.2 pp
Depreciation and amortisation (32) (32) (0%) (16) (16) (16) (1%) (0%)
Provisions and impairment Losses (2) 2 - (2) 2 0 (123%) 78%
Operational profit 6 19 191% 8 7 12 51% 82%
Net financial charges (25) (18) 30% (13) (8) (10) 26% (17%)
o.w. Net interest charges (16) (11) 30% (8) (6) (6) 31% (4%)
o.w. Net exchange differences 1 2 - 1 1 1 (12%) 54%
o.w. Net financial discounts (7) (6) 8% (3) (3) (3) 5% (13%)
Share in results of Joint Ventures (1) (1) 41% (1) (0) (0) (56%) (10%)
Profit before taxes continued operat. (EBT) (20) 1 103% (6) (2) 2 143% -
Taxes (1) (3) - (0) (1) (2) - -
o.w. Current tax (3) (3) (34%) (1) (1) (2) (64%) (68%)
o.w. Deferred tax 2 0 91% 1 0 (0) 123% 165%
Profit / (loss) from continued operations (21) (3) 87% (6) (3) 0 101% 101%
Profit / (loss) from discontinued operations (17) (17) (1%) (6) (8) (9) 68% 18%
Consolidated net profit / (loss) for the period (38) (20) 48% (11) (11) (9) 19% 13%
Losses (income) attrib. to non-controlling interests (0) (0) 90% (0) (0) (0) 52% (13%)
Net profit/(loss) attributable to Equity Holders (38) (20) 48% (11) (11) (9) 19% 13%

*Turnover per region includes intercompany group sales (between regions).

Sonae Indústria consolidated EBITDA for 1H15 was 48 million Euros, 9 million Euros above 1H14 value, on a comparable basis (i.e., without the contribution of the operations classified as discontinued). This improvement was due to better performance in Southern Europe and Rest of the World operations, which have more than compensated for the reduced activity levels witnessed in Northern Europe. The group's consolidated performance continued to be negatively impacted by non-recurrent costs in the amount of 5.6 million Euros in the semester, associated with on-going expenses with inactive sites (3 million Euros), redundancy payments (2.8 million Euros) and circa 1 million Euros loss in the sale of a real estate asset in Portugal (vacant land).

Total Recurrent EBITDA in the second quarter of 2015 was 29 million Euros (4 million Euros above the value of 1Q15) and reached 54 million Euros in the semester, 7.4 million Euros above 1H14 value, on a comparable basis, generating a Recurrent EBITDA margin of 10.2% in the semester and 10.8% in the 2Q15.

Depreciation and amortization charges for the quarter were 16 million Euros, in line with the value booked in both 2Q14 and 1Q15, on a comparable basis.

SONAE INDÚSTRIA MANAGEMENT REPORT - FIRST HALF 2015

Provisions and impairment losses registered in the semester, for continued operations, totalled a net amount of 2.4 million Euros (impacting positively the net result), fully related with reversal of provisions previously booked during 2014 for the Horn restructuring process (following the dismissal costs incurred during the 1H15).

Net financial charges for 2Q15 were 9.6 million Euros, slightly above the value of 1Q15 by 1.4 million Euros, but improved by 26% (-3.3 million Euros) when compared to the value registered for the same period of previous year. The increase in the quarter was mainly due to the reduced contribution of the net exchange rate differences to the overall financial result and to the higher level of net financial discounts. The value of net financial charges for the semester was of 17.8 million Euros, improving by 30% when compared to 1H14, mainly due to the lower levels of net interest expenses. It should be noted that the improvement in the net interest charges of the company was the result of the refinancing agreements made possible by the Share Capital increase of last year, which allowed for a reduction of 0.7 p.p. in the average cost of debt to 5.3%, when compared to same period of 2014.

Current tax charges registered in the 2Q15 were 2.2 million Euros, 0.9 million Euros above the amounts registered in both 2Q14 and 1Q15, on a comparable basis, due to higher tax charges in our operations in Canada.

The combination of the above factors led to a consolidated break-even Net Result for Continued Operations in the 2Q15, a significant improvement of 6 million Euros when compared to 2Q14. At the end of June 2015, the consolidated Net loss of the group was of 20 million Euros, mostly driven by the impact of discontinued operations, which have contributed with a loss of 17 million Euros, which includes an additional provision in the amount of 3.8 million Euros related with the sale of the subsidiary Darbo (which occurred on 3 July 2015). Nevertheless, it must be highlighted that due to the improved operational performance of the continued operations, the consolidated net losses of the group, on the 1H15, were reduced by 48% (-18 million Euros) when compared to 1H14.

2.2. CAPEX

Additions to Gross Tangible Fixed Assets reached 4.7 million Eurosin the 2Q15, which compares with 16.5 million Euros during the same period in 2014 (which were mostly related with the strategic investments completed during 2014). The majority of 2Q15 investments were related with maintenance improvements.

2.3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Million euros 1H14 2014 1Q15 1H15
Non current assets 922 830 821 802
Tangible assets 774 700 692 670
Goodwill 82 82 83 82
Deferred tax asset 34 28 27 27
Other non current assets 33 20 19 23
Current assets 306 244 282 283
Inventories 112 99 106 99
Trade debtors 146 99 135 135
Cash and cash equivalents 16 12 9 12
Other current assets 32 35 32 39
Non-current assets held for sale 0 12 5 4
Total assets 1,228 1,086 1,108 1,089
Shareholders' Funds 89 111 105 90
Equity Holders 90 111 105 91
Non-controlling interests (1) (0) (0) (0)
Liabilities 1,139 965 996 988
Interest bearing debt 695 576 606 618
Non current 192 457 465 456
Current 503 119 141 162
Trade creditors 162 156 160 142
Other liabilities 282 233 230 228
Liabilities directly associated with non-current assets held
for sale 0 10 7 7
Total Shareholders'Funds and liabilities 1,228 1,086 1,108 1,089
Net debt 696 564 597 606
Net debt to LTM recurrent EBITDA 7.9 x 5.9 x 5.9 x 5.9 x
Working Capital 96 41 81 91

LTM: last twelve months

Working Capital as defined by the company: Inventories + Trade Debtors – Trade Creditors

At the end of June 2015, consolidated working capital was 91 million Euros, an increase of 10 million Euros, when compared to March 2015. Notwithstanding the impacts of the reduced industrial footprint, following the disposal of Betanzos and Ussel assets, which contributed to a decrease in the several items of Sonae Indústria working capital, the higher levels of activity led to a stable value of the "Trade debtors" item. Nevertheless, when compared to same period in 2014, working capital posted a reduction of 5 million Euros (also directly related with the previously mentioned reduced footprint of the company).

When compared to March 2015, net debt increased by 9 million Euros, to 606 million Euros, as a result of the evolution of the working capital described above, but is 90 million Euros down vs. the value registered at the end of June 2014, benefiting from the proceeds of 2014 Share Capital increase.

The combination of the improved level of recurrent EBITDA with the increased level of Net Debt implied a stable value of the Net Debt to Recurrent EBITDA ratio at 5.9x, when compared to both December 2014 and March 2015. It should nevertheless be noted that this ratio has shown a significant improvement versus the 7.9x level registered at the end of the 1H14, on a comparable basis.

Total Shareholder's Funds at the end of June 2015 were negatively impacted by the net losses registered during this semester (-20 million Euros), which were primarily driven by the negative contribution of the discontinued operations, as previously indicated.

3. SUBSEQUENT EVENTS

On 3 July, Sonae Indústria, SGPS, SA announced that its affiliates, Tafisa France SAS and Taiber, Tableros Aglomerados Ibéricos, SL, sold, on that date, 100% of the Share Capital of Darbo SAS (owner of Linxe plant, located in France) to an affiliate of GRAMAX CAPITAL, a Swiss-German based private investment group. The transaction was estimated to have a negative impact of approximately four million Euros on the consolidated shareholders' funds of Sonae Indústria, which was already registered as a provision in the 1H15 accounts.

4. LOOKING FORWARD

In the third quarter of 2015, we expect the consolidated sales performance of the group to be impacted by seasonal effects of the holiday period and the usual operational maintenance shutdowns of most of our plants located in Europe and Canada.

With the completion of the planned optimization of our industrial footprint, following the sale of the Darbo subsidiary, we will now focus our human and financial resources on our remaining core industrial sites. As such, the continued implementation of our Strategic Plan will now be firmly channelled towards achieving both operational excellence and a much higher market and customer orientation, aimed at creating more value for our customers and the company.

Notwithstanding the challenges we still have ahead in terms of market demand for our OSB products and the political and economic uncertainty in Europe, due to the financial situation in Greece and unsettled situation in Eastern Europe, the implementation of our commercial initiatives, coupled with some expected market improvements in Europe and North America, should allow us to continue to deliver an improved level of operational profitability at our core plants, for the remaining of the year.

28 July 2015

The Board of Directors

Duarte Paulo Teixeira de Azevedo

Carlos António Rocha Moreira da Silva

José Joaquim Romão de Sousa

Albrecht Olof Lothar Ehlers

Javier Vega de Seoane Azpilicueta

Rui Manuel Gonçalves Correia

George Christopher Lawrie

Kurt Jan Bergmann

GLOSSARY

Capacity Utilization Index Finished-Available Production (m3) / Installed production capacity (m3); raw boards only
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
MDF Medium Density Fibreboard
Net Debt Gross Debt - Cash and cash equivalents
Net Debt to LTM Rec.
EBITDA
Net Debt / Last Twelve Months Recurrent EBITDA
OSB Oriented Strand Board
Recurrent EBITDA EBITDA excluding non-recurrent operational income / costs
Recurrent EBITDA margin Recurrent EBITDA / Turnover
Turnover (regions) Sales Finished Goods and merchandise + Services Rendered; excluding sales of other materials
like for ex. wood by-products, management accounts concept
Working Capital Inventories + Trade Debtors – Trade Creditors

APPENDICES IN ACCORD WITH ART 9 OF CMVM REGULATION 5/2008

STATEMENT IN ACCORD WITH ART 246 OF PORTUGUESE SECURITIES CODE

Complying with Article 9, No. 1, a) of the CMVM Regulation No. 5/2008

Acquisitions Sales Balance at
30.06.2015
Date amount € average value amount € average value amount
Duarte Paulo Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1)
Migracom, SGPS, SA (2)
1
1,999,996
Rui Manuel Gonçalves Correia
Sonae Indústria, SGPS, SA
6,807,809
Acquisitions
Sales
Balance at
30.06.2015
Date amount € average value amount € average value amount
(1) Efanor Investimentos, SGPS, SA
Sonae Indústria, SGPS, SA
Pareuro, BV (3)
4,842,637,142
5,583,100
(2) Migracom, SGPS, SA
Sonae Indústria, SGPS, SA
Imparfim, SGPS, SA (4)
9,732,857
150,000
(3) Pareuro, BV
Sonae Indústria, SGPS, SA
2,932,687,752
(4) Imparfin, SGPS, SA
Sonae Indústria, SGPS, SA
30,098,752

QUALIFIED SHAREHOLDINGS

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) 2,932,687,752 25.8369% 25.8369%
By Maria Margarida CarvalhaisTeixeira de Azevedo (Director of Efanor) 1,010 0.000009% 0.000009%
By Migracom, SGPS,SA (Company controlled by Efanor´s Director, Paulo Azevedo) 9,732,857 0.0857% 0.0857%
By Linhacom, SGPS,SA (Company controlled by Efanor´s Director, Cláudia 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 holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which, in her turn, is the dominant company of Pareuro BV.

Statement issued under the terms and for the purpose of sub-paragraph c) of no. 1 of Article 246 of the Portuguese Securities Code (Free translation from the original in Portuguese)

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:

  • a) The condensed financial statements for six month period ended 30 June 2015 have been prepared in accordance with the applicable accounting standards, reflecting a true and fair view of the assets, liabilities, financial position and results of both the company and its affiliated companies included in consolidation perimeter; and
  • b) The interim Management Report includes a review of the important events that have occurred in the first six months of 2015 year and their effect on the financial statements, as well as a description of the main risks and uncertainties for the remaining part of the year.

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

Rui Manuel Gonçalves Correia

George Christopher Lawrie

Kurt Jan Bergmann

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2015 AND 31 DECEMBER 2014

(Amounts expressed in Euros)

ASSETS Notes 30.06.2015
Unaudited
31.12.2014
NON CURRENT ASSETS:
Tangible fixed assets 7 669 936 360 700 089 421
Goodwill 82 300 481 82 096 717
Intangible assets 5 069 529 7 807 933
Investment properties 6 807 366 1 224 698
Investment in associates 4, 6 1 493 139 1 354 074
Investment in joint ventures 5, 6 6 638 132 7 326 715
Investment available for sale 1 142 086 1 128 608
Deferred tax asset 26 661 083 27 754 742
Other non current assets 1 793 774 972 238
Total non current assets 801 841 950 829 755 146
CURRENT ASSETS:
Inventories 98 527 030 99 271 758
Trade debtors 134 648 540 98 523 551
Other current debtors 14 279 582 13 851 354
Current tax asset 3 337 011 3 312 542
Other taxes and contributions 7 488 621 7 296 381
Other current assets 13 411 670 10 064 096
Cash and cash equivalents 8 11 737 978 11 948 475
Total current assets 283 430 432 244 268 157
Non-current assets classified as available for sale 9 3 851 704 11 910 006
TOTAL ASSETS 1 089 124 086 1 085 933 309
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 - 789 451 057 - 767 474 878
Accumulated other comprehensive income 10 64 880 102 63 393 095
Accumulated other comprehensive income directly associated with non-current assets
classified as available for sale 10 - 38 978 - 27 802
Total 90 629 398 111 129 746
Non-controlling interests - 285 668 - 262 099
TOTAL SHAREHOLDERS`FUNDS 90 343 730 110 867 647
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans - net of current portion 11 238 539 152 231 403 466
Non convertible debentures 11 147 792 091 147 604 120
Finance lease creditors - net of current portion 11 19 193 826 23 440 018
Other loans 11 50 055 278 54 951 368
Post-retirement liabilities 27 395 290 27 279 500
Other non current liabilities 12 33 710 476 42 000 326
Deferred tax liability 62 763 359 63 291 251
Provisions 14 6 030 589 7 488 485
Total non current liabilities 585 480 061 597 458 534
CURRENT LIABILITIES:
Current portion of non-current bank loans 11 9 817 390 21 562 801
Current bank loans 11 139 310 552 85 212 092
Current portion of non-current finance lease creditors 11 6 511 420 5 829 498
Other loans 11 6 457 742 6 186 912
Trade creditors 142 205 946 156 378 992
Current tax liability 1 079 696 2 614 128
Other taxes and contributions 10 908 723 7 005 541
Other current liabilities 13 82 182 819 77 936 006
Provisions 14 4 109 353 5 307 416
Total current liabilities 402 583 641 368 033 386
Liabilities directly associated with non-current assets classified as available for sale 9 10 716 654 9 573 742
TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 1 089 124 086 1 085 933 309

The notes are an integral part of the consolidated financial statements

The Board of Directors

CONSOLIDATED INCOME STATEMENT

FOR THE PERIODS ENDED AT 30 JUNE 2015 AND 2014

(Amounts expressed in Euros)

Notes 30.06.2015
Unaudited
2nd. Quarter 2015
Unaudited
30.06.2014
Restated
Unaudited
2nd. Quarter 2014
Restated
Unaudited
Sales 19, 22 524 756 216 268 514 600 526 809 911 263 451 512
Services rendered 19, 22 2 997 285 1 328 798 2 526 638 1 115 101
Other income and gains 17, 19 12 810 379 5 782 180 15 646 207 8 962 843
Cost of sales 14, 19 278 557 022 141 290 908 290 755 693 142 122 379
(Increase) / decrease in production 14, 19 - 1 527 755 311 885 1 129 943 - 1 170 306
External supplies and services 19 129 679 487 64 308 416 131 416 455 65 571 549
Staff expenses 14, 19 77 538 729 38 951 078 76 815 136 38 675 825
Depreciation and amortisation 32 087 401 16 071 454 32 030 362 15 853 103
Provisions and impairment losses (increase / reduction) 14, 19 - 2 384 556 - 436 398 1 949 566 1 906 004
Other expenses and losses 18, 19 7 784 734 2 988 127 4 418 997 2 504 652
Operating profit / (loss) 22 18 828 818 12 140 108 6 466 604 8 066 250
Financial expenses 20 25 316 191 12 650 534 30 796 721 15 715 852
Financial income 20 7 554 920 3 081 699 5 514 903 2 827 195
Gains and losses in associated companies 246 384 246 384 - 222 095 - 222 095
Gains and losses in joint ventures - 679 083 - 320 800 - 1 151 170 - 733 735
Net profit/(loss) from continuing operations, before taxation 634 848 2 496 857 - 20 188 479 - 5 778 237
Taxation 21 3 335 506 2 461 859 847 241 108 605
Consolidated net profit / (loss) from continuing operations, afer taxation - 2 700 658 34 998 - 21 035 720 - 5 886 842
Profit / (loss) from discontinued operations, after taxation 14, 16 - 17 054 142 - 9 246 975 - 16 944 862 - 5 505 166
Consolidated net profit / (loss) for the period - 19 754 800 - 9 211 977 - 37 980 582 - 11 392 008
Attributable to:
Equity Holders of Sonae Industria
Continuing operations - 2 693 687 36 421 - 20 865 493 - 5 889 384
Discontinuing operations - 17 030 317 - 9 234 057 - 16 794 442 - 5 493 178
Equity Holders of Sonae Industria - 19 724 004 - 9 197 636 - 37 659 935 - 11 382 562
Non-controlling interests
Continuing operations - 6 971 - 1 423 - 170 227 2 542
Discontinuing operations - 23 825 - 12 918 - 150 420 - 11 988
Non-controlling interests - 30 796 - 14 341 - 320 647 - 9 446
Profit/(Loss) per share
Fom continuing operations:
Basic - 0.0002 0.0003 - 0.1490 - 0.0421
Diluted - 0.0002 0.0003 - 0.1490 - 0.0421
From discontinued operations:
Basic - 0.0015 - 0.0660 - 0.1200 - 0.0392
Diluted - 0.0015 - 0.0660 - 0.1200 - 0.0392

The notes are an integral part of the consolidated financial statements

The board of directors

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIODS ENDED 30 JUNE 2015 AND 2014

(Amounts expressed in Euros)

Notes 30.06.2015 2nd Quarter 2015 30.06.2014 2nd Quarter 2014
Unaudited Unaudited Unaudited Unaudited
Net consolidated profit / (loss) for the period (a) - 19 754 800 - 9 211 977 - 37 980 582 - 11 392 008
Other consolidated comprehensive income
Items that may be reclassified subsequently to profit or loss
Change in currency translation reserve
Change in fair value of available-for-sale financial assets
1 477 314
580
- 2 673 435
- 5 305
576 559
- 13 413
3 734 009
- 13 413
Income tax relating to items that may be reclassified
Other consolidated comprehensive income for the period, net of tax (b) 1 477 894 - 2 678 740 563 146 3 720 596
Total consolidated comprehensive income for the period (a) + (b) - 18 276 906 - 11 890 717 - 37 417 436 - 7 671 412
Total consolidated comprehensive income attributable to:
Equity holders of Sonae Industria - 18 248 173 - 11 872 624 - 37 107 880 - 7 711 445
Non-controlling interests - 28 733
- 18 276 906
- 18 093
- 11 890 717
- 309 556
- 37 417 436
40 033
- 7 671 412

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS` FUNDS AT 30 JUNE 2015 AND 2014

(Amounts expressed in Euros)

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
10
Balance as at 1 January 2014 700 000 000 3 131 757 - 647 867 883 72 681 459 127 945 333 - 795 247 127 150 086
Total consolidated comprehensive income for the period
Net consolidated pofit/(loss) for the period
Other consolidated comprehensive income for the period
-37 659 935 552 055 - 37 659 935
552 055
- 320 647
11 091
- 37 980 582
563 146
Total -37 659 935 552 055 - 37 107 880 - 309 556 - 37 417 436
Share-based payment plan
Change in ownership interest
Others
99 607
- 676 286
- 723 607
305 282 99 607
- 371 004
- 723 607
410
371 004
- 194 805
100 017
- 918 412
Balance as at 30 June 2014 700 000 000 3 131 757 -686 828 104 73 538 796 89 842 449 - 928 194 88 914 255
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
10
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
Share-based payment 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

The board of directors

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIODS ENDED 30 JUNE 2015 AND 2014

(Amounts expressed in Euros)

Notes 30.06.2015 30.06.2014
OPERATING ACTIVITIES Unaudited
Receipts from trade debtors 516 629 887 549 104 002
Payments to trade creditors 445 861 909 462 493 604
Payments to staff 86 025 787 89 492 126
Net cash flow from operations - 15 257 809 - 2 881 728
Payment / (receipt) of corporate income tax 4 888 238 4 783 022
Other receipts / (payments) relating to operating activities - 1 614 694 6 858 811
Net cash flow from operating activities (1) - 21 760 741 - 805 939
INVESTMENT ACTIVITIES
Cash receipts arising from:
Tangible fixed assets and intangible assets 7 125 509 16 557 661
Investment properties 1 295 290
Investment subventions 119 682 717 896
Dividends 9 500 25 000
Non-current assets held for sale 1 081 935
9 631 916
4 382 892
21 683 449
Cash Payments arising from:
Investments 2 563 723
Tangible fixed assets and intangible assets 11 184 102 19 581 398
11 186 665 19 582 121
Net cash used in investment activities (2) - 1 554 749 2 101 328
FINANCING ACTIVITIES
Cash receipts arising from:
Interest and similar income 309 875 351 424
Loans obtained 920 289 476 1 470 381 016
920 599 351 1 470 732 440
Cash Payments arising from:
Interest and similar charges 17 629 471 22 253 568
Loans obtained 876 752 167 1 459 491 898
Finance leases - repayment of principal 3 683 384 2 933 299
Others 15 325 2 187
898 080 347 1 484 680 952
Net cash used in financing activities (3) 22 519 004 - 13 948 512
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) - 796 486 - 12 653 123
Effect of foreign exchange rate - 102 102 64 528
Cash and cash equivalents at the beginning of the period 8 10 500 810 20 940 411
Cash and cash equivalents at the end of the period 8 9 806 426 8 222 760

The notes are an integral part of the consolidated financial statements

The board of directors

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2015 (Amounts expressed in euros)

1. INTRODUCTION

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 periods ended 30 June 2015, 31 March 2015 and 31 March 2014 were not subject to a limited revision carried out by the company's statutory external auditor.

Consolidated financial statements for the period ended 30 June 2014 were subject to a limited revision carried out by the company's statutory external auditor. These statements were restated following the discontinuing of operations referred to on note 16, therefore stated as unaudited.

2. ACCOUNTING POLICIES

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 2014.

2.1. Basis of Preparation

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 therefore should be read in connection with the financial statements for fiscal year 2014.

2.2. Changes to accounting standards

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 2015 and endorsed by the European Union.

2.2.1. In the period ended 30 June 2015 the following standards, effective in coming periods, had been issued but still not endorsed by the European Union:

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 and accounting policies;

IAS 16 (amendment), Tangible Fixed Assets, and IAS 38 (amendment), Intangible Assets (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 27 (amendment), Separate Financial Statements (effective for periods beginning on or after 1 January 2016). These amendments allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements;

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, IAS 19 – Employee Benefits and IAS 34 – Interim Financial Reporting;

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, and IAS 28 (amendment), Investment in Associates and Joint Ventures (effective for periods beginning on or after 1 January 2016). These amendments address an inconsistency between the requirements in IFRS 10 and those in IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary;

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 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;

IFRS 14 (new), Regulatory Deferral Accounts (applicable for periods beginning on or after 1 January 2016). This standard allows first-time adopting entities to keep recognizing regulatory assets and liabilities according to the accounting policy used in the former standards. However, to enhance comparability with entities using IFRSs, which do not recognize regulatory assets or liabilities, the amounts thereon must be separately disclosed on the financial statements;

IFRS 15 (new), Revenue from Contracts with Customers (effective for annual periods beginning on or after 1 January 2017). 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;

The Company does not estimate any significant effect to arise from the application of these standards.

2.2.2. During the period ended 30 June 2015 the following accounting standards, which were issued and endorsed by the European Union, became effective:

IAS 19 (amendment), Employee Benefits (effective for periods beginning on or after 1 July 2014). 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;

Annual improvements 2010-2012 (effective for periods beginning on or after 1 July 2014). These amendments include changes from the 2010-12 cycle of the annual improvements project, that affect the following standards: IFRS 2 - Share-based 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;

The application of these standards had no significant effects on these consolidated financial statements.

2.3. Translation of financial statements of foreign companies

Exchange rates used for translating foreign group, jointly controlled and associated companies are listed below:

30.06.2015 31.12.2014 30.06.2014
Closing
rate
Average
rate
Closing
rate
Average
rate
Closing
rate
Average
rate
Great Britain Pound 0.7114 0.7321 0.7789 0.8060 0.8015 0.8214
South African Rand 13.6407 13.3014 14.0351 14.3968 14.4592 14.6671
Canadian Dollar 1.3839 1.3767 1.4063 1.4654 1.4589 1.5027
American Dollar 1.1189 1.1151 1.2141 1.3267 1.3658 1.3707
Swiss Franc 1.0413 1.0558 1.2024 1.2146 1.2156 1.2214

Source: Bloomberg

3. COMPANIES INCLUDED IN CONSOLIDATION PERIMETER

During the period ended 30 June 2015, subsidiary Tafisa Développement, located in France, was dissolved with no relevant effects on these consolidated financial statements.

4. JOINT VENTURES

Joint ventures, their head offices, percentage of share capital held on 30 June 2015 and 31 December 2014 are as follows:

COMPANY HEAD OFFICE PERCENTAGE OF CAPITAL HELD
30.06.2015 31.12.2014
Direct Total Direct Total
Laminate Park GmbH & Co. KG Eiweiler (Germany) 50.00% 49.93% 50.00% 49.93%
Tecmasa. Reciclados de Andalucia, S. L. Alcalá de Guadaira (Spain) 50.00%
49.93%
50.00% 49.93%

Laminate Park GmbH & Co. KG is a jointly-controlled company based in Germany, where it carries out its activity that consists in producing and selling wood derivative flooring.

Tecmasa, Reciclados de Andalucia, SL is a jointly-controlled company based in Spain. Its activity consists in trading recycled wood.

Joint control of these companies is established by contract.

Level one fair value of investment in these companies is not available as shares representing their share capital are not listed.

Net assets and net profit/loss for these jointly-controlled companies, whose share was recognized on these consolidated financial statements under equity method, are detailed as follows:

30.06.2015 31.12.2014
Tecmasa, Tecmasa,
Laminate Park Reciclados de Laminate Park Reciclados de
Andalucia Andalucia
Non-current assets 50 785 065 210 641 53 445 843 221 063
Current assets 20 909 116 415 847 16 409 392 395 501
Cash and cash equivalents 153 578 222 184 691 112 168 886
Other non-current liabilities 6 603 403 6 921 403
Current financial liabilities 7 479 796 14 347 7 066 011
Other current liabilities 30 916 252 103 443 27 819 219 76 504
Operating revenues 39 190 279 227 471 78 369 514 534 737
Operating expenses 39 699 146 199 949 82 780 406 450 037
Depreciation and amortization 2 494 799 13 222 4 893 772 29 077
Interest income
Interest expense 399 833 1 292 837 22
Taxation 22 095
Net profit/(loss) from continuing operations - 1 353 872 27 637 - 6 542 770 61 976
Adjustments to the Group's accounting policies - 30 116 - 1 816 - 36 640 - 16 951
Group's share on net profit/(loss) - 691 994 12 911 - 3 289 705 22 513

5. INVESTMENTS IN ASSOCIATED COMPANIES

Associated companies, their head offices and the percentage of share capital held as at 30 June 2015 and 31 December 2014 are as follows:

COMPANY HEAD OFFICE PERCENTAGE OF CAPITAL HELD
30.06.2015 31.12.2014
Direct Total Direct Total
Serradora Boix Barcelona (Spain)
31.25%
31.21% 31.25% 31.21%

Associated companies are recognized on these consolidated financial statements using equity method.

The Statement of Financial Position and the Income Statement of the associated companies accounted for using the equity method on these consolidated financial statements, are detailed as follows:

30.06.2015 31.12.2014
Non-current assets 6 788 575 6 494 033
Current assets 7 314 753 7 279 732
Non-current liabilities 3 101 405 3 481 145
Current liabilities 5 868 129 5 953 110
Operating revenues 19 706 691 22 396 806
Operating expenses 18 673 820 22 667 872
Net profit/(loss) from continuing operations 1 032 871 - 719 457
Adjustments to the Group's accounting policies - -
Group's share on net profit/(loss) 246 384 - 224 516

Assets, liabilities and results detailed on the previous table refer to the associated company's financial statements for the annual periods preceding 30 June 2015 and 31 December 2014, respectively. The Company estimates that no significant effect arises from this time difference.

There are no incurred obligations regarding this associate company.

6. INVESTMENTS

At 30 June 2015 and 31 December 2014, details of Investment in joint ventures, on the Consolidated Statement of Financial position, are as follows:

30.06.2015 31.12.2014
Non current Non current
Investment in associated companies
Opening balance 1 354 074 1 566 686
Effect of equity method application 139 065 - 212 612
Closing balance 1 493 139 1 354 074
30.06.2015 31.12.2014
Non current Non current
Investment in joint ventures
Opening balance 7 326 715 5 638 909
Increase in share capital 5 000 000
Effect of equity method application - 688 583 -3 312 194
Closing balance 6 638 132 7 326 715

7. TANGIBLE FIXED ASSETS

At 30 June 2015 and 31 December 2014, movements in tangible assets, accumulated depreciation and impairment losses were as follows:

30.06.2015 31.12.2014
Total tangible
fixed assets
Total tangible
fixed assets
Gross cost:
Opening balance 2 176 796 117 2 437 445 591
Capital expenditure 6 913 959 43 511 097
Disposals 5 093 849 146 847 551
Transfers and reclassifications - 31 784 567 - 174 455 414
Exchange rate effect 8 102 020 17 142 394
Closing balance 2 154 933 680 2 176 796 117
Accumulated depreciation and impairment losses
Opening balance 1 476 706 696 1 645 971 463
Depreciations for the period 31 399 454 68 885 207
Impairment losses for the period - on results 116 743 47 900 930
Impairment losses for the period - on Other Comprehensive Income 19 672 830
Disposals 3 085 449 134 748 004
Reversion of impairment losses for the period 5 855 672
Transfers and reclassifications - 24 180 082 - 173 968 902
Exchange rate effect 4 039 958 8 848 844
Closing balance 1 484 997 320 1 476 706 696
Carrying amount 669 936 360 700 089 421

At the closing date of these consolidated financial statements, mortgaged tangible fixed assets amounted to EUR 318 373 078 (EUR 276 475 044 at 31 December 2014), as a guarantee of loans amounting to EUR 144 025 282 (EUR 125 436 696 at 31 December 2014).

8. CASH AND CASH EQUIVALENTS

At 30 June 2015 and 31 December 2014, detail of Cash and Cash Equivalents was as follows:

30.06.2015 31.12.2014
Cash at Hand 47 840 51 539
Bank Deposits and Other Treasury Applications 11 690 138 11 896 936
Cash and Cash Equivalents on the Consolidated Statement of
Financial Position
11 737 978 11 948 475
Bank Overdrafts 1 931 552 1 447 665
Cash and Cash Equivalents on the Statement of Cash Flows 9 806 426 10 500 810

9. NON-CURRENT ASSETS AVAILABLE FOR SALE

During the period ended 30 June 2015, the Group sold the assets of Ussel and Betanzos industrial plants, located in France and Spain, respectively, which had been recognized as Non-current assets classified as available for sale on the Consolidated Statement of Financial Position as at 31 December 2014. These transactions had no relevant effect on Net profit (loss) from discontinued operations, on the Consolidated Income Statement (note16).

At 30 June 2015, the assets of Linxe industrial plant, in France, were still recognized under Non-current assets classified as available for sale, as well as its liabilities were still recognized under Liabilities directly associated to non-current assets classified as available for sale.

These assets and the corresponding liabilities are detailed as follows:

30.06.2015 31.12.2014
Tangible fixed assets 1 049 435
Intangible assets 217 089 576 352
Inventories 2 421 215 9 206 410
Trade debtors 33 205 62 256
Other current assets 1 083 271 945 255
Cash and cash equivalents 96 924 70 298
Non-current assets classified as available for sale 3 851 704 11 910 006
Non-current loans 217 715 328 961
Other non-current liabilities 507 034 823 815
Current loans 216 308 216 308
Trade creditors 3 255 620 6 121 321
Other non-current liabilities 6 519 977 2 083 337
Liabilities directly associated to non-current assets classified as
available for sale 10 716 654 9 573 742

10. OTHER COMPREHENSIVE INCOME

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
Currency
translation
Available-for
sale
financial
assets
Revaluation
Reserve
Remeasurements
on defined benefit
plans
Share of Other
Comprehensive
Income of Joint
Ventures and
Associates
Income tax
related to
components of
other
comprehensive
income
Total
Balance as at 1 January 2014 - 16 496 846 88 950 126 516 277 - 3 198 741 1 371 956 35 600 137 72 681 459
Other consolidated comprehensive income for the period 565 349 - 13 294 552 055
Change in ownership interest 30 683 295 390 943 - 10 067 4 567 111 139 305 282
Balance as at 30 June 2014 -15 900 814 75 951 126 907 220 -3 208 809 1 376 524 35 711 276 73 538 796
Accumulated other comprehensive income
Atributable to the parent's shareholders
Currency
translation
Available-for
sale
financial
assets
Revaluation
Reserve
Remeasurements
on defined benefit
plans
Share of Other
Comprehensive
Income of Joint
Ventures and
Associates
Income tax
related to
components of
other
comprehensive
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

11. LOANS

As at 30 June 2015 and 31 December 2014, Sonae Indústria had the following outstanding loans:

30.06.2015 31.12.2014
Amortised cost Nominal value Amortised cost Nominal value
Current Non current Current Non current Current Non current Current Non current
Restated Restated Restated Restated
Bank loans
Debentures
149 127 942 238 539 152
147 792 091
149 449 340 239 701 503
150 000 000
106 774 893 231 403 466
147 604 120
107 264 090 232 322 901
150 000 000
Obligations under finance leases
Other loans
6 511 420
6 457 742
19 193 826
50 055 278
6 511 420
6 457 742
19 193 826
50 862 361
5 829 498
6 186 912
23 440 018
54 951 368
5 829 498
6 186 912
23 440 018
55 555 350
Gross debt 162 097 104 455 580 347 162 418 502 459 757 690 118 791 303 457 398 972 119 280 500 461 318 269
Cash and cash equivalent in balance sheet 11 737 978 11 737 978 11 948 475 11 948 475
Net debt 150 359 126 455 580 347 150 680 524 459 757 690 106 842 828 457 398 972 107 332 025 461 318 269
Total net debt 605 939 473 610 438 214 564 241 800 568 650 294

At 30 June 2015, loans can be detailed as follows:

11.1. Bank Loans

Company(ies) Loan Contract date Maturity Currency Outstanding
principal at
30.06.2015
Outstanding
principal at
31.12.2014
EUR EUR
Sonae Indústria, SGPS, S.A. Commercial
Paper Programme
January 2006 January 2016 EUR 5 000 000 5 000 000
Tableros de Fibras S.A. Commercial
Paper Programme
July 2010 to be partly repaid from
January 2014 to
December 2016, unless it
is annually revoked*
EUR 3 600 000 4 800 000
Sonae Indústria, SGPS, S.A. Bank Loan August 2010 to be repaid from
November 2012 to August
2017
EUR 2 500 000 3 055 556
Sonae Indústria, SGPS, S.A. Commercial
Paper Programme
September 2010 September 2015 EUR 12 500 000 12 500 000
Tafisa Canada Inc. Bank Loan
(Revolving)
July 2011 to be repaid from
September 2014 to July
2019
CAD 40 972 424 47 075 146
Tafisa Canada Inc. Bank Loan July 2011 to be repaid from August
2012 to April 2016
CAD 912 376 1 436 550
Imoplamac, S.A. Bank Loan November 2012 to be repaid from March
2013 to March 2016
EUR 2 618 097 4 242 823
Sonae Indústria, SGPS, S.A. Commercial
Paper Programme
June 2013 June 2018
Note: programme without
subscription guarantee
EUR 14 950 000 17 500 000
Taiber, Tableros Aglomerados
Ibéricos, S.L.
e Sonae Indústria, SGPS, S.A.
Bank Loan November 2013 October 2015 EUR 39 000 000 39 000 000
Sonae Indústria, SGPS, S.A. Commercial
Paper Programme
July 2014 to be repaid from
December 2015 to June
2018
EUR 10 000 000 10 000 000
Sonae Indústria, SGPS, S.A. Commercial
Paper Programme
August 2014 to be repaid from May
2018 to November 2020
EUR 93 900 000 103 900 000
Tableros de Fibras, S.A.
e Sonae Indústria, SGPS, S.A.
Bank Loan October 2014 to be repaid from May
2021 to November 2022
EUR 65 000 000 65 000 000
Sonae Indústria, SGPS, S.A. Bank Loan October 2014 November 2015,
renewable every six
months
EUR 2 329 000 3 600 000
Sonae Indústria, SGPS, S.A Commercial
Paper Programme
February 2015 to be repaid from August
2016 to February 2018
EUR 12 500 000 N/A
Sonae Novobord (Pty) Limited Bank Loan ** April 2015 to be repaid from
October 2015 to April
2020
ZAR 21 039 970 N/A
Sonae Indústria, SGPS, S.A. Bank Loan May 2015 June 2016 EUR 10 000 000 N/A
Sonae Indústria, SGPS, S.A. Bank Loan June 2015 June 2016 EUR 50 000 000 N/A

All these loans are subject to variable interest rates.

* Until the approval date of these consolidated financial statements, the company had not received a notice of revocation.

** During second quarter 2015 Sonae Novobord (Pty) Ltd. contracted a new bank loan and repaid in advance existing loans.

At 30 June 2015, there were other assets amounting to EUR 63 705 667 (EUR 52 808 593 at 31 December 2014) which were pledged as guarantee of the Group's liabilities.

11.2. Bond Issues

Company(ies) Loan Contract date Maturity Currency Outstanding
principal at
30.06.2015
Outstanding
principal at
31.12.2014
EUR EUR
Sonae Indústria, SGPS, S.A. Sonae Industria
Bonds / 2014 -
2020
October 2014 to be repaid from May
2018 to November 2020.
EUR 150 000 000 150 000 000

This loan is subject to variable interest rate.

11.3. Other loans

Company(ies) Loan Contract date Maturity Currency Outstanding
principal at
30.06.2015
Outstanding
principal at
31.12.2014
EUR EUR
Trade debtors September 2016,
renewable and maximum
EUR 47 966 229 52 102 134
Several companies* securitization August 2012
maturity September
2018.
1 110 555 1 140 471
Sonae Indústria - Produção e
Comercialização de Derivados
de Madeira, S.A.**
Trade debtors
factoring
September 2012 revocable at prior notice. EUR 4 629 501 4 445 945

* Trade debtors amounting to EUR 71 687 168 (EUR 71 024 505 at 31 December 2014) were kept on the consolidated balance sheet as the criteria set out in IAS 39 for their derecognition were not fully met, namely because the whole risks related to the securitized assets were not completely transferred.

** Trade debtors amounting to EUR 5 515 015 (EUR 5 036 646 at 31 December 2014) were kept on the consolidated balance sheet as the criteria set out in IAS 39 for their derecognition were not fully met, namely because the whole risks related to the securitized assets were not completely transferred.

All these loans are subject to variable interest rates.

12. OTHER NON-CURRENT LIABILITIES

At 30 June 2015 and 31 December 2014, Other non-current liabilities on the Consolidated Statement of Financial Position were composed of:

30.06.2015 31.12.2014
Other creditors 277 504 241 495
Financial instruments 277 504 241 495
Other creditors
Liabilities out of scope of IFRS 7
33 432 972
33 432 972
41 758 831
41 758 831
Total 33 710 476 42 000 326

Other creditors include EUR 26 662 568 (EUR 28 648 958 at 31 December 2014) related to deferred investment subventions and EUR 6 112 600 (EUR 12 377 600 at 31 December 2014) related to the fine imposed by the German Competition Authority, to be paid until 2017.

13. OTHER CURRENT LIABILITIES

At 30 June 2015 and 31 December 2014, Other current liabilities on the Consolidated Statement of Financial Position were composed of:

30.06.2015 31.12.2014
Derivatives 52 341 35 529
Tangible fixed assets suppliers 2 114 411 6 064 556
Other creditors 8 402 953 3 934 020
Financial instruments 10 569 705 10 034 105
Other creditors 7 950 134 9 181 367
Accrued expenses:
Insurances 937 364 1 227 009
Personnel expenses 16 016 231 14 320 967
Accrued financial expenses 5 896 195 5 656 004
Rebates 16 969 044 15 322 111
External supplies and services 8 570 622 9 570 495
Other accrued expenses 9 036 798 6 147 430
Deferred income:
Investment subventions 5 206 078 6 327 581
Other deferred income 1 030 648 148 937
Liabilities out of scope of IFRS 7 71 613 114 67 901 901
Total 82 182 819 77 936 006

14. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements occurred in provisions and accumulated impairment losses during the period ended 30 June 2015 were as follows:

30.06.2015
Description Opening
balance
Exchange
rate effect
Increase Utilization Reversion Other
changes
Closing
balance
Impairment losses:
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 - 1 261 643 92 203 544
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 4 546 315
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 - 1 213 000 102 343 488
Other losses:
Investments 36 985 875 36 985 875
Write-down to net realizable value of inventories 4 165 268 15 839 2 153 893 905 561 - 867 028 4 562 411
Total 146 963 988 168 749 5 064 345 4 377 249 1 848 031 - 2 080 028 143 891 774

Increases and decreases in provisions and impairment losses are stated on the Consolidated Income Statement as follows:

30.06.2015
Losses Gains
Cost of sales 497 071 263 790
(Increase) / decrease in production 634 115 534 033
Provisions and impairment losses 1 304 489 3 689 046
Staff expenses 68 150 200 623
Profit / (loss) from discontinued operations 2 560 520 1 537 788
Total (Consolidated Income Statement) 5 064 345 6 225 280

Utilization of restructuring provisions, which amounted to EUR 4 090 013 at 30 June 2015, relate to ongoing restructuring processes in industrial plants located in France and Germany.

15. RELATED PARTIES

Balances Accounts receivable Accounts payable
30.06.2015 31.12.2014 30.06.2015 31.12.2014
Other subsidiaries of the parent company 537 719 355 536 3 451 696 3 849 032
Joint ventures 9 718 839 9 585 557 2 490 328 1 106 626
Transactions Income Expenditure
30.06.2015 30.06.2014 30.06.2015 30.06.2014
Restated Restated
Other subsidiaries of the parent company 390 931 641 360 437 060 2 979 663

Balances and flows with related parties are summarized as follows:

16. DISCONTINUED OPERATIONS

On the consolidated financial statements for the period ended 31 December 2014, the operations of Betanzos and Pontecaldelas industrial plants, in Spain, and of Linxe and Ussel industrial plants, in France, were classified as discontinued. As such, the Consolidated Income statement for the period ended 30 June 2014 was restated.

Profit or loss from discontinued operations, on the Consolidated Income Statement for the periods ended 30 June 2015 and 30 June 2014, are detailed as follows:

30.06.2015 30.06.2014
Sales 27 295 706 59 654 210
Services rendered 168 379
Other income and gains 1 665 170 8 791 687
Cost of sales 19 025 412 31 980 317
(Increase) / decrease in production 2 012 961 2 915 232
External supplies and services 9 467 818 23 174 432
Staff expenses 6 927 578 11 327 768
Depreciation and amortisation 56 722 3 336 142
Provisions and impairment losses (increase / reduction) 3 949 218 7 685 384
Other expenses and losses 656 520 1 485 559
Operating profit / (loss) - 13 135 353 - 13 290 558
Financial expenses 4 386 001 4 115 779
Financial income 372 748 555 341
Net profit/(loss) from descontinued operations, before tax - 17 148 606 - 16 850 996
Taxation - 94 464 93 866
Net profit / (loss) from descontinued operations - 17 054 142 - 16 944 862

Cash flows of discontinued operations, which were included line by line on the Consolidated Statement of Cash Flows, are as follows:

30.06.2015 30.06.2014
Operating activities - 12 530 151 - 10 425 042
Investment activities 3 437 947 12 187 178
Financing activities 9 207 029 - 2 069 331

17. OTHER INCOME AND GAINS

Details of Other income and gains on the Consolidated Income Statement for the periods ended 30 June 2015 and 2014 are as follows:

30.06.2015 30.06.2014
Restated
Gains on disp. and write off of invest. prop., tang. and intang. assets 285 188 2 150 860
Supplementary revenue 2 949 297 3 285 435
Investment subventions 3 250 532 3 424 748
Tax received 2 200 480 3 778 066
Positive exchange gains 2 013 622 1 182 375
Others 2 111 260 1 824 723
12 810 379 15 646 207

18. OTHER EXPENSES AND LOSSES

Details of Other expenses and losses on the Consolidated Income Statement for the periods ended 30 June 2015 and 2014 are as follows:

30.06.2015 30.06.2014
Restated
Taxes 1 644 983 1 863 542
Losses on disp. and write off of invest. prop., tang. and intang. assets 1 308 143 104 654
Negative exchange gains 3 287 093 1 024 877
Others 1 544 515 1 425 924
7 784 734 4 418 997

19. UNDERLYING AND NON-UNDERLYING ITEMS

Underlying operating items on the Consolidated Income Statement are detailed as follows:

30.06.2015 30.06.2014
Restated
Sales
Services rendered
Other income and gains
Cost of sales
(Increase) / decrease in production
External supplies and services
524 704 995
2 997 285
11 060 054
278 329 582
- 1 527 755
128 216 465
526 574 472
2 526 638
14 099 364
295 398 474
713 431
128 140 717
Staff expenses
Impairment losses in trade debtors (increase/reduction)
Other expenses and losses
73 402 125
206 490
6 253 318
67 449 669
989 625
4 043 458
Recurring operating profit/(loss) before amortization,
depreciation, provisions and impairment losses
(except trade debtors)
53 882 109 46 465 100
Non-Recurring operating profit/(loss) before
amortization, depreciation, provisions and impairment
losses (except trade debtors)
- 5 556 935 - 7 007 156
Total operating profit/(loss) before amortization,
depreciation, provisions and impairment losses
(except trade debtors)
48 325 174 39 457 944

20. FINANCIAL RESULTS

Financial results for the periods ended 30 June 2015 and 2014 were as follows:

30.06.2015 30.06.2014
Restated
Financial expenses:
Interest expenses
related to bank loans and overdrafts 9 292 793 11 777 959
related to non convertible debentures 3 532 354 5 015 450
related to finance leases 1 442 103 1 696 155
others 1 398 961 1 591 801
15 666 211 20 081 365
Losses in currency translation
related to loans 847 455 287 110
847 455 287 110
Cash discounts granted 6 474 045 7 042 530
Adjustment to fair value of financial instruments at fair value through profit or loss 224 253
Other finance losses 2 328 480 3 161 463
25 316 191 30 796 721
30.06.2015 30.06.2014
Financial income: Restated
Interest income
related to bank loans 30 777 15 114
related to loans to related parties 4 293 708 3 852 420
Others 39 226 41 230
4 363 711 3 908 764
Gains in currency translation
related to loans 2 757 056 932 787
2 757 056 932 787
Cash discounts obtained 429 742 499 347
Adjustment to fair value of financial instruments at fair value through profit or loss 150 069
Other finance gains 4 411 23 936
7 554 920 5 514 903
Finance profit / (loss) - 17 761 271 - 25 281 818

21. TAXES

Corporate income tax accounted for in the periods ended 30 June 2015 and 2014 is detailed as follows:

30.06.2015 30.06.2014
Restated
Current tax 3 487 537 2 595 965
Deferred tax - 152 031 - 1 748 724
3 335 506 847 241

22. SEGMENT INFORMATION

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, Spain, France, Germany, United Kingdom, Switzerland, The Netherlands, Canada and South Africa.

At 30 June 2015 and 2014, identifiable reportable segments were as follows:

  • Northern Europe;
  • Southern Europe;
  • Rest of the World.
Turnover
30.06.2015 30.06.2014
Restated
Northern Europe 219 313 487 240 692 997
Southern Europe 180 439 248 191 894 341
Rest of the world 143 924 226 124 916 411
Total segments 543 676 961 557 503 749
Intercompany turnover (-) 23 074 764 36 349 321
Differences in classification (+) 7 151 304 8 182 121
Consolidated Income statement 527 753 501 529 336 549
Operating net profit (loss)
30.06.2015 30.06.2014
Restated
Northern Europe 5 175 517 -1 385 740
Southern Europe 2 141 894 613 857
Rest of the world 11 452 539 7 365 413
Total segments 18 769 950 6 593 530
Consolidation adjustments not included
under Total segments
(-) - 58 868 126 926
Consolidated Income statement 18 828 818 6 466 604

Amounts stated as Total segments refer to information of continued operations which was included in internal report to chief operation decision maker.

23. SUBSEQUENT EVENTS

In July 2015, the Group sold the subsidiary Darbo, SAS, which included the Linxe industrial plant. At 30 June 2015, the assets of this company were still stated under Non-current assets classified as available for sale, as well as its liabilities were stated under Liabilities directly associated with non-current assets classified as available for sale, on the Consolidated Statement of Financial Position. A loss amounting to EUR 3 794 000 is estimated to arise from the sale of this subsidiary, for which a provision was recognized for that amount under Net profit (loss) from discontinued operations, after taxation, on the Consolidated Income Statement.

24. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issuance 28 July 2015.

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