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Sonae SGPS

Interim / Quarterly Report Jul 31, 2013

1901_ir_2013-07-31_22d58a05-3fdc-46e8-a79d-bab1582d3510.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: € 700 000 000 Publicly Traded Company

ACTIVITY REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

JANUARY – JUNE 2013

ACCORDING TO THE INTERNATIONAL ACCOUNTING STANDARD 34 – INTERIM FINANCIAL REPORT

CONTENTS

ACTIVITY REPORT

APPENDICES IN ACCORD WITH ART 9 OF CMVM REGULATION 5/2008 AND STATEMENT IN ACCORD WITH ART 246 CMVM CODE

CONSOLIDATED FINANCIAL STATEMENTS

ACTIVITY REPORT

CEO MESSAGE

"During the second quarter of 2013, we have continued to face adverse trading conditions in most of the regions where we have industrial presence. To mitigate these we continued to pursue the defined strategy of focusing in key markets, improving operational efficiencies and developing a competitive and integrated offer, with the on-going implementation of several strategic initiatives.

In terms of regional performance, an unfavourable trading environment continued to prevail in Europe during the 1H13, with the effects of the austerity measures implemented in most countries negatively impacting consumer demand and capital expenditure. Although our operational and financial performance, both in Southern and Northern Europe regions, has been below the levels achieved in the same period last year, it is important to highlight that we were able to improve performance in the 2Q13 versus the previous quarter.

In what concerns South Africa, we observed a softer level of activity in this quarter with a particular impact on volumes. Despite this evolution in the 2Q13, we were still able to register growth in EBITDA generation in the first semester of 2013, when compared to the same period of last year.

North American operations continue to show improved profitability and cash flow generation, mainly driven by the positive developments in the American construction sector.

Regarding the consolidated financial performance, 1H13 Turnover decreased by 7%, when compared with the previous year, a direct consequence of the reduced industrial footprint, as evidenced by the closure of Knowsley and Solsona plants during 2012. Importantly, our overall capacity utilization indexes improved, despite the evident market pressure experienced in the European particleboard market. The continuous efforts placed in terms of fixed costs have allowed for further savings, with total fixed costs in the semester down, on a comparable basis, by 8 million Euros. Our operational profitability has thus shown some improvement in this second quarter, with a recurrent EBITDA of 22 million Euros (up by 11% against the 1Q13) generating an improved margin of 6.9%.

We continued to closely monitor our investments during this period, which, combined with a strong focus on inventory management, evidenced by a 20 million Euros y.o.y reduction in the level of working capital, contributed to an improved cash flow generation. This positive evolution has made possible a further reduction of our net debt level, which was down by 11 million Euros when compared to the end of 1Q13. In terms of debt, notwithstanding the difficult financial environment in Portugal, we remain confident that, as during the 1H13, we will be able to refinance upcoming debt maturities and continue in the path of deleveraging.

The tragic railroad accident occurred on July 6 at centre of Lac Mégantic, the town where our Canadian plant is located, has affected directly or indirectly all our employees there and disrupted for a few days our operations, due to restrictions on water supply. Our thoughts are with them all, their families and friends in these very sad moments."

Rui Correia, CEO Sonae Indústria

1. CONSOLIDATED FINANCIAL REVIEW

1.1. TURNOVER & EBITDA

* transferring UK values to "discontinued operations", given the stoppage of production activity in the region during the 3Q12

During the 1H13, consolidated turnover totalled 642 million Euros, 7% lower than the 1H12, mostly driven by the reduced industrial footprint and the prevailing lower demand in the European markets. Compared to the previous quarter, consolidated turnover increased by circa 2%, mainly thanks to the 15% q.o.q. increase in revenues generated by the Canadian operation. Recurrent EBITDA was 42 million Euros in the 1H13, which translated into a recurrent EBITDA margin of 6.6%, down by 1.5 pp versus last year. This deterioration in margin is mainly explained by the impacts of the adverse trading conditions in Europe, which was only partly compensated by an improved contribution from the operations in Canada.

Total fixed costs were reduced, on a comparable basis, i.e., without the contribution of the Knowsley plant closed last year, by approximately 6% in the period, representing savings of 8 million Euros when compared to the 1H12.

Total headcount has been reduced to 4,236 FTEs at the end of June 2013, mainly as a result of the plants closures completed in 2012: Knowsley, in the UK, and Solsona, in Spain.

The operational activity levels have also been adjusted to the lower market demand levels, by concentrating production in the most efficient sites, allowing for additional savings in the cost structure base and increases in the capacity utilization of the most efficient plants.

As a result of the above evolution, total EBITDA1 in the 1H13 reached 35 million Euros, which includes the impact of approximately 7 million Euros of non recurrent costs, mainly related with redundancy costs of the Solsona plant, closed in December 2012. It is worth noting that these costs had no impact in terms of net profit in the 1H13 as their effect was off-set by the utilization of a specific provision previously booked in the 2012 accounts.

1 EBITDA = EBIT + D&A + (Provisions and impairment losses ‐ Impairment losses in trade receivables + Reversion of impairment losses in trade receivables)

1.2. PROFIT & LOSS ACCOUNT

PROFIT & LOSS ACCOUNT (Euro Millions) 1H12* 1H13 1H13 /
1H12*
2Q12* 1Q13 2Q13 2Q13 /
2Q12*
2Q13 /
1Q13
Consolidated Turnover 693 642 (7%) 341 318 324 (5%) 2%
Southern Europe 273 255 (7%) 132 126 130 (2%) 3%
Northern Europe 306 275 (10%) 143 137 138 (4%) 1%
Rest of the World 140 134 (4%) 74 66 68 (9%) 2%
Other Operational Income 15 14 (7%) 8 7 7 (8%) 3%
EBITDA 53 35 (34%) 23 16 19 (18%) 17%
Recurrent EBITDA 56 42 (24%) 24 20 22 (8%) 11%
Southern Europe 15 9 (38%) 5 4 5 3% 31%
Northern Europe 24 14 (42%) 10 6 8 (19%) 31%
Rest of the World 16 19 16% 9 10 9 (3%) (10%)
Recurrent EBITDA Margin % 8.1% 6.6% ‐1.5 pp 7.1% 6.3% 6.9% ‐0.2 pp 0.6 pp
Depreciation and amortisation (39) (38) 3% (20) (19) (19) 4% 1%
Provisions and Impairment Losses (1) 7 (1) 3 4 (21%)
Operational Profit 15 6 (62%) 3 1 5 55%
Net Financial Charges (26) (30) (18%) (13) (15) (15) (18%) (2%)
o.w. Net Interest Charges (14) (18) (26%) (7) (9) (9) (31%) (8%)
o.w. Net Financial Discounts (7) (8) (6%) (4) (4) (4) (6%) (7%)
Profit before taxes continued operat. (EBT) (11) (25) (126%) (10) (14) (11) (13%) 17%
Taxes (3) (4) (52%) (2) (2) (2) (10%) 1%
o.w. Current Tax (3) (3) (21%) (2) (1) (2) 10% (57%)
Profit / (loss) from continued operations (14) (29) (12) (16) (14) 15%
Profit / (loss) from discontinued operations (4) (2)
Minority Interests (0.2) (0.3) (30%) (0.2) (0.2) (0.1) 35%
Net Profit/(Loss) attributable to Shareholders (18) (29) (65%) (14) (16) (13) 14%

* transferring UK values to "discontinued operations", given the stoppage of production activity in the region during the 3Q12

1H13 consolidated net losses attributable to Sonae Indústria's shareholders were 29 million Euros, a deterioration of 11 million Euros when compared with the 1H12. The main contributions to this evolution came from the lower EBITDA generation and from higher financial costs (4 million Euros above the 1H12), as determined by the increase in the average cost of debt. The average cost of debt stands slightly above 5.5%, up by almost 1.5 pp against June 2012, fully driven by the increase in spreads prevailing in Portugal and Spain, as Euribor rates remain at historically low levels.

When compared with the previous quarter, net losses were reduced in the 2Q13 by 3 million Euros, which is directly related with the improvements in the EBITDA performance.

1.3. CAPEX

Additions to Fixed Assets in 1H13 reached 7 million Euros (versus 16 million Euros during the same period in 2012) and were mostly related to investments in maintenance, Health & Safety and environmental improvements.

1.4. BALANCE SHEET & CAPITAL STRUCTURE

BALANCE SHEET (Euro Millions) 1H12 FY12 1Q13 1H13
Non Current Assets 1,049 936 921 888
Tangible Assets 903 806 792 764
Goodwill 93 92 92 90
Deferred Tax Assets 38 24 24 23
Other Non Current Assets 15 13 13 11
Current Assets 385 329 343 334
Inventories 138 130 131 128
Trade Debtors 198 141 174 170
Cash & Investments 16 23 11 13
Other Current Assets 32 34 27 23
Non‐current assets held for sale 1 4 4 4
Total Assets 1,435 1,269 1,268 1,226
Shareholders' Funds 222 136 119 97
Minority Interests 0 ‐1 ‐1 ‐1
Shareholders' Funds + Minority Interests 222 135 118 96
Interest Bearing Debt 712 688 706 696
Short term 348 196 330 338
L‐M term 364 492 377 358
Trade Creditors 194 178 176 176
Other Liabilities 306 268 268 258
Total Liabilities 1,213 1,134 1,150 1,131
Total Liabilities, Shareholders' Funds and Minority Interests 1,435 1,269 1,268 1,226
Net Debt 696 665 695 684
Net Debt to LTM** Recurrent EBITDA 6.3 x 6.7 x 8.0 x 8.0 x
Working Capital 142 93 129 122

**LTM: last twelve months

When compared to the end of 1H12, consolidated Net Debt was down by 12 million Euros, mainly as a result of the rigorous management of working capital, which stood 20 million Euros below the level reached at the end of June 2012. Comparing to the 1Q13, Net Debt again decreased by 11 million Euros, a positive sign of the organic cash flow generation of the group. The main contributors to this decrease were the improvements delivered at the level of working capital (driven by the continuous focus in controlling inventories) and the tight control of capital expenditures. The level of the Net Debt to Recurrent EBITDA ratio remained stable at 8.0x, with the slightly reduced Recurrent EBITDA generation in the last 12 months being compensated by the lower Net Debt outstanding.

The total value of Shareholders' Funds has been again negatively impacted by the net losses registered in the 2Q13 but also by the accounting impact associated with the consolidation of the Canadian and South African businesses using the lower CAD and ZAR exchange rate, which translated into a negative combined effect of 9.8 million Euros.

2. GEOGRAPHICAL REVIEW OF OPERATIONS

*Turnover includes intercompany group sales

Southern European countries continue to face significant macroeconomic challenges, which are clearly translating into low levels of consumer and business confidence. In what concerns the construction sector, new housing permits granted in Iberia, although improving in relation to recent past quarters, continued to show strong y.o.y. decreases (-23%2 in Portugal and -29%3 in Spain). In parallel, the rising level of unemployment, already at historical levels, constitutes one of the most difficult challenges for these economies and is severely constraining private consumption, particularly in terms of durable goods. Nevertheless, lower volumes in Southern Europe are being compensated, in part, by a higher export activity. As for France, the construction sector is showing some signs of recovery, although from relatively low levels, with new housing permits increasing by 9%4 against the same period in 2012.

Within the above explained context and comparing 1H13 performance with 1H12:

  • Turnover and sales volumes reduced by circa 7%, with the negative contribution from the Iberian Peninsula (-15% y.o.y.), being partially offset by an improved performance in France (+11%). This improved performance in France was due not only to the fact that last year's sales were negatively affected by the accident occurred at the Linxe plant, but also to the additional particleboard volumes that have been reallocated from the Solsona plant;
  • Average selling prices increased in the Iberian Peninsula, thanks to the increased weight of value added products, but were generally lower in France, partially affected by the reallocation of particleboard customers across of our plants;
  • Variable costs per m3 increased in Iberian Peninsula by 2.4%, mainly due to higher costs related to wood supply, combustibles and electricity. In terms of quarterly evolution, variable costs were down by 2.2% when compared to the 1Q13;

2 Source: Instituto Nacional de Estatística, July 2013 ("Nova habitação residencial", cumulative YTD evolution until May) 3 Source: Ministierio de Fomento, July 2013 (cumulative YTD evolution until April) 4 Source: Service économie statistiques et prospective (Ministière de l'Écologie, de l'Energie, du Développement durable et de l'Aménagement du territoire), July 2013 (cumulative YTD evolution until May)

  • Thanks to the group wide implementation of several initiatives aimed at closely monitoring and controlling overhead costs, the level of fixed costs in Southern Europe was down, on a like for like basis5 , by circa 2.5 million Euros (4%) when compared to last year;
  • The combination of the above factors led to a 1.9 pp reduction of the recurrent EBITDA margin, to 3.7% in the 1H13. Nevertheless, it is worth noting that Southern Europe recurrent EBITDA margin has increased in the last quarter to 4.2%, reflecting the improved performances achieved both in the Iberian Peninsula and in France.

2.2. Northern Europe

*Turnover includes intercompany group sales

New house construction permits in Germany were up by 8.4%6 , showing that the market is continuing to recover from the historically low levels reached in 2009.

Comparing 1H13 performance with the same period in 2012, the key metrics of the Northern Europe region had the following evolution:

  • Volumes sold decreased by circa 6%, exclusively as a result of negative evolution experienced in the particleboard market. To the contrary, OSB volumes were significantly up against last year, as a reflection of a strong market demand;
  • The pressure felt in terms of combustibles costs and chemicals, in this case mostly related to a product mix effect, contributed to an average increase of 3% in unitary variable costs;
  • Fixed Costs have also had a positive evolution, with additional savings of 1.6 million Euros (representing an improvement of 2.7% compared to the 1H12);
  • Recurrent EBITDA margin decreased to 5.1%, driven mainly by the significantly lower particleboard volumes and prices. When compared to the previous quarter, the financial performance in the region has improved, with a recovery of 1.4 pp in the level of recurrent EBITDA margin, mainly due to an improved performance of the OSB business.

5 Like for like: excluding costs of Solsona Plant 6 Source: German Federal Statistics Office, July 2013 (cumulative YTD evolution until April 2013)

2.3. Rest of the World (Canada and South Africa)

M

*Turnover includes intercompany group sales

U.S. economic activity has shown important signs of recovery, with reflections in the increasing level of housing starts (up by 27%7 y.o.y.), while latest data shows that Canadian housing starts declined by 5%8 . The evolution in Canada is slowly starting to stabilize and there are some expectations that the local economy could follow the pace of the US market recovery. In what concerns South Africa, residential building permits posted a significant y.o.y. increase of 25%9 , accompanied by relatively better (although still recovering from negative levels) local contractors' confidence levels.

In terms of performance in the first 6 months of the year, the following operating and financial highlights should be noted:

  • Volumes sold from plants located in the Rest of the World (RoW) segment decreased by 3% during the 1H13, when compared to last year, driven by negative evolution in South Africa, where the Panbult plant was stopped for maintenance works during June. This negative contribution was partially offset by the improved performance of the Lac Mégantic plant, in Canada;
  • Total Turnover for the RoW also decreased by 4%, when compared to the 1H12, which partially resulted from negative exchange rate movements in the Canadian and South African currencies. Excluding this effect, turnover would have increased by 3%;
  • Average variable costs per m3 remained approximately stable in North America, but some upward pressure was felt in South Africa in terms of wood and combustibles costs, in this case mainly driven by the devaluation of the ZAR.
  • Recurrent EBITDA margin increased to 14%, from the relatively low level of 11.7% reached last year. The market growth in Canada and the higher overall selling prices, where the main contributors for this important recovery.

7 Source: RISI, July 2013 (cumulative YTD evolution until June 2013) 8 Source: Canada Mortgage and Housing Corporation, July 2013 (cumulative YTD evolution until May 2013) 9 Source: Statistics South Africa, July 2013 (cumulative YTD evolution until May 2013)

3. LOOKING FORWARD

In the third quarter of the year, as customary, the consolidated sales performance will be impacted by holiday period and the seasonal effect of the operational maintenance shutdowns of most of our plants in the northern hemisphere.

We will continue with the implementation of on-going initiatives to improve further our operating efficiencies, reduce fixed costs, concentrate production in our more efficient plants and explore the markets where we are most competitive, developing and expanding our sales of value added products.

We expect a relatively stable trading environment during 2H13 in most European markets, with the continuation of the general trends already experienced in the course of the current year. This stabilisation, although at relatively low levels, should allow us to continue to deliver a financial performance in line with the last few quarters.

Both Canada and South Africa are expected to continue to contribute positively to the evolution of our consolidated financial performance. In South Africa, the sales performance should improve versus the 2Q13, in line with the higher confidence levels shown by construction contractors in recent months, while Canada should continue to take advantage from the top quality of the local plant to explore the growing opportunities in the North American markets. The tragic railroad accident occurred recently at centre of Lac Mégantic has disrupted the delivery to customers that were being served by train. Although normal production at the plant restarted just 5 days after the accident, these events will imply some delivery delays and extra transportation costs in the coming months but we remain very confident in the capacity of our local management and in the ability of our workers to surpass this period of adversity.

The Board of Directors

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

AND

STATEMENT IN ACCORD WITH ART 246 CMVM CODE

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

Acquisitions Sales Balance at
30.06.2013
Date amount € average value amount € average value amount
Belmiro Mendes de Azevedo
Efanor Investimentos, SGPS, SA (1)
49,999,997
( 1 share is held by the spouse)
Sonae Indústria, SGPS, SA
( held by the spouse )
1,010
Duarte Paulo Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1)
1
Migracom, SGPS, SA (2)
Sonae Indústria, SGPS, SA
(held by descendent )
1,969,996
223
Rui Manuel Gonçalves Correia
Sonae Indústria, SGPS, SA
12,500
João Paulo dos Santos Pinto
Sonae Indústria, SGPS, SA
407
Agostinho Conceição Guedes
Sonae Indústria, SGPS, SA
2,520
Acquisitions Sales Balance at
Date amount € average value amount € average value 30.06.2013
amount
(1) Efanor Investimentos, SGPS, SA
Sonae Indústria, SGPS, SA
Pareuro, BV (3)
44,780,000
2,000,000
(2) Migracom, SGPS, SA
Sonae Indústria, SGPS, SA
Imparfim, SGPS, SA (4)
90,000
150,000
(3) Pareuro, BV
Sonae Indústria, SGPS, SA
27,118,645
(4) Imparfin, SGPS, SA
Sonae Indústria, SGPS, SA
278,324

QUALIFIED SHAREHOLDINGS

Complying with Article 9 No.1 c) of the the CMVM Regulation no. 05/2008

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(*) 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 2013 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 2013 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.

Belmiro Mendes de Azevedo

Duarte Paulo Teixeira de Azevedo

Albrecht Olof Lothar Ehlers

Javier Vega de Seoane Azpilicueta

Rui Manuel Gonçalves Correia

João Paulo dos Santos Pinto

Jan Kurt Bergmann

George Christopher Lawrie

Consolidated Financial Statements

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2013 AND 31 DECEMBER 2012

(Amounts expressed in Euros)

ASSETS Notes 30.06.2013 31.12.2012
Unaudited
NON CURRENT ASSETS:
Tangible fixed assets 763 828 479 806 163 927
Goodwill 90 328 071 92 496 051
Intangible assets 6 228 167 7 137 808
Investment properties 1 291 086 1 313 215
Associated undertakings and non consolidated undertakings 1 576 365 2 262 846
Investment available for sale 1 098 397 1 091 540
Deferred tax asset 22 719 593 24 189 158
Other non current assets 1 199 472 1 389 646
Total non current assets 888 269 630 936 044 191
CURRENT ASSETS:
Inventories 128 081 274 129 983 908
Trade debtors 169 943 923 140 918 477
Other current debtors 8 412 740 13 801 900
State and other public entities 7 561 696 8 126 925
Other current assets 4 7 085 324 12 548 389
Cash and cash equivalents 5 12 680 038 23 182 513
Total current assets 333 764 995 328 562 112
Non-current assets held for sale 4 199 724 4 411 224
TOTAL ASSETS 1 226 234 349 1 269 017 527
SHAREHOLDERS`FUNDS, NON-CONTROLLING INTERESTS AND LIABILITIES
SHAREHOLDERS`FUNDS:
Share capital 700 000 000 700 000 000
Legal reserve 3 131 757 3 131 757
Other reserves and accumulated earnings - 599 247 405 - 569 867 023
Accumulated other comprehensive income - 6 982 621 2 792 960
Total 96 901 731 136 057 694
Non-controlling interests - 1 306 493 - 900 628
TOTAL SHAREHOLDERS`FUNDS 95 595 238 135 157 066
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans - net of current portion 6 137 647 003 128 275 420
Non convertible debentures 6 183 622 358 248 344 033
Finance lease creditors - net of current portion 6 32 795 688 36 192 908
Other loans 6 3 916 411 78 868 673
Post-retirement liabilities 23 265 194 23 610 290
Other non current liabilities 59 140 040 64 940 905
Deferred tax liabilities 56 379 793 60 072 909
Provisions 7 6 023 838 7 372 628
Total non current liabilities 502 790 325 647 677 766
CURRENT LIABILITIES:
Current portion of non-current bank loans 6 149 564 478 64 693 562
Current bank loans 6 37 810 067 68 492 770
Current portion of non-current non convertible debentures 6 65 000 000 55 000 000
Current portion of non-current finance lease creditors 6 5 126 010 4 114 170
Other loans 6 80 758 640 4 060 098
Trade creditors 176 271 920 177 584 402
Taxes and other contributions payable 17 254 131 14 103 601
Other current liabilities 90 987 429 86 115 099
Provisions 7 5 076 111 12 018 993
Total current liabilities 627 848 786 486 182 695
TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 1 226 234 349 1 269 017 527

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 2013 AND 2012

(Amounts expressed in Euros)

Notes 30.06.2013
Unaudited
2nd. Quarter 2013
Unaudited
30.06.2012
Unaudited
2nd. Quarter 2012
Unaudited
Sales 12 639 865 317 323 381 755 690 861 181 339 678 629
Services rendered 12 1 778 570 712 275 2 350 221 975 041
Other income and gains 8 13 716 861 6 947 803 14 718 565 7 579 115
Cost of sales 339 129 605 172 145 303 361 164 939 179 199 416
(Increase) / decrease in production - 6 106 620 - 3 363 681 - 4 797 552 - 2 782 581
External supplies and services 174 982 854 87 562 992 182 979 628 91 136 855
Staff expenses 104 275 814 51 768 355 107 530 225 53 658 195
Depreciation and amortisation 37 719 974 18 808 348 38 743 712 19 511 082
Provisions and impairment losses (increase / reduction) 7 - 7 044 489 - 3 860 159 1 126 264 1 088 634
Other expenses and losses 6 863 558 3 421 199 6 640 914 3 475 015
Operating profit / (loss) 12 5 540 052 4 559 476 14 541 837 2 946 169
Financial expenses 9 32 655 742 15 705 679 36 255 578 18 756 321
Financial income 9 2 495 870 473 160 10 732 315 5 851 609
Gains and losses in associated companies
Gains and losses in investments
- 686 481 - 686 481 - 212 982 - 212 982
Net profit/(loss) from continuing operations, before tax - 25 306 301 - 11 359 524 - 11 194 408 - 10 171 525
Taxation 10 4 159 675 2 070 948 2 733 582 1 886 692
Consolidated net profit / (loss) from continuing operations, afer taxation - 29 465 976 - 13 430 472 - 13 927 990 - 12 058 217
Profit / (loss) from discontinued operations, after taxation 11 - 3 981 599 - 2 481 671
Consolidated net profit / (loss) for the period - 29 465 976 - 13 430 472 - 17 909 589 - 14 539 888
Attributable to:
Equity Holders of Sonae Industria
Continuing operations - 29 179 807 - 13 317 661 - 13 755 779 - 11 912 717
Discontinuing operations - 3 933 171 - 2 451 486
Equity Holders of Sonae Industria - 29 179 807 - 13 317 661 - 17 688 950 - 14 364 203
Non-controlling interests
Continuing operations
- 286 169 - 112 811 - 172 211 - 145 500
Discontinuing operations - 48 428 - 30 185
Non-controlling interests - 286 169 - 112 811 - 220 639 - 175 685
Profit/(Loss) per share
Fom continuing operations:
Basic - 0.2084 - 0.0951 - 0.0983 - 0.0851
Diluted - 0.2084 - 0.0951 - 0.0983 - 0.0851
From discontinued operations:
Basic
Diluted
- 0.0281
- 0.0281
- 0.0175
- 0.0175

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 2013 AND 2012

(Amounts expressed in Euros)

30.06.2013
Unaudited
2nd. Quarter 2013
Unaudited
30.06.2012
Unaudited
2nd. Quarter 2012
Unaudited
Net consolidated profit / (loss) for the period (a) - 29 465 976 - 13 430 472 - 17 909 589 - 14 539 888
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
- 9 879 886
- 15 258
- 8 684 866
- 15 258
3 791 253
- 23 037
3 440 534
- 23 037
Income tax relating to items that may be reclassified
Other consolidated comprehensive income for the period, net of tax (b) - 9 895 144 - 8 700 124 3 768 216 3 417 497
Total consolidated comprehensive income for the period (a) + (b) - 39 361 120 - 22 130 596 - 14 141 373 - 11 122 391
Total consolidated comprehensive income attributable to:
Equity holders of Sonae Industria - 38 955 388 - 21 912 453 - 13 963 724 - 10 986 557
Non-controlling interests - 405 732 - 218 143 - 177 649 - 135 834
- 39 361 120 - 22 130 596 - 14 141 373 - 11 122 391

The notes are an integral part of the consolidated financial statements

The board of directors

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS` FUNDS AT 30 JUNE 2013 AND 2012

(Amounts expressed in Euros)

Accumulated other comprehensive income

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The notes are an integral part of the consolidated financial statements

SONAE INDÚSTRIA S G P S S A INDÚSTRIA, S.G.P.S., S.A.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIODS ENDED 30 JUNE 2013 AND 2012

(Amounts expressed in Euros)

OPERATING ACTIVITIES Notes 30 06 2013
30.06.2013
Unaudited
30 06 2012
30.06.2012
Unaudited
N t
Net cash flow from operating activities (1)
h fl
f
ti
ti iti
(1)
4 102 367 367 61 858 470
INVESTMENT ACTIVITIES
C
Cash receipts arising from:
h
it
ii
f
Investments 66 514 141 684
T
Tangible and intangible assets
g
ibl
d i t
g
ibl
t
2 980 406 406 2 330 009
Investment subventions
subventions
61 661 152 455 152 455
3 108 581 581 2 624 148
Cash Payments arising from:
Investments 192 500
T
Tangible and intangible assets
ibl
d i t
ibl
t
g
g
10 809 005 005 23 258 960
10 809 005
10 809 005
23 451 460
23 451 460
Net cash used in investment activities (2) - 7 700 424 - 20 827 312
FINANCING ACTIVITIES
C
G
C
Cash receipts arising from:
Interest and similar income income 317 743 317 743 942 474 942 474
Loans obtained 1 481 532 150 1 794 878 101
1 481 849 893 1 795 820 575
Cash Payments arising from:
Interest and similar charges
te est a d s
a
c a ges
20 792 449 449 18 941 079
Loans obtained 1 437 597 843 1 826 862 695
Finance leases - repayment of principal principal 2 407 011 011 2 209 773
Others 74 514 1 290 182
1 460 871 817 1 849 303 729
Net cash used in financing activities (3)
g
20 978 076 - 53 483 154
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (3) 17 380 019 - 12 451 996
Effect of foreign exchange rate - 300 209 209 - 101 026 026
Cash and cash eq i alents at the beginning of the period
equivalents
5 - 17 810 257 257 1 015 356
Cash and cash equivalents at the end of the period 5 - 130 029 029 - 11 335 614
614

The notes are an integral part of the consolidated financial statements

Th b d f di t The board of directors

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2013

(Amounts expressed in euros)

1. INTRODUCTION

SONAE INDÚSTRIA, SGPS, SA has its head-office at Lugar do Espido, Via Norte, Apartado 1096, 4470-909 Maia, Portugal.

The shares of the company are listed on Euronext Lisbon.

The consolidated financial statements for the periods ended 31 June 2013 and 2012 were not subject to a limited revision carried out by the company's statutory external auditor.

2. ACCOUNTING POLICIES

This set of consolidated financial statement has been prepared on the basis of the accounting policies that were disclosed in the notes to the consolidated financial statements for fiscal year 2012.

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 2012.

2.2. Changes to accounting standards

These consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) and the International Accounting Standards (IAS) issued by the International Accounting Standards Board (IASB) and with Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or by the former Standing Interpretations Committee (SIC), applicable to the period beginning 1 January 2013 and endorsed by the European Union.

During the period ended 30 June 2013 the following accounting standards became effective:

IAS 1 – Presentation of Financial statements: amendment related to the presentation of Other Comprehensive Income;

IAS 12 – Income Taxes: amendment related to the recovery of assets;

IAs 19 – Employee Benefits: amendment related to the measurement and recognition of defined benefit plans.

Changes in IAS 19 refer mainly to the recognition of actuarial gains and losses, which are now to be recognized through Other Comprehensive Income. These changes were not applied in these consolidated financial statements as the Company carries out a calculation of defined benefit obligation at the end of each year with resource to actuarial reports prepared by specialized entities. The amount to be recognized under Other Comprehensive Income is estimated to be not relevant.

At 30 June 2013 the following standards and interpretations had been issued with effective date for later periods:

IAS 36, (amendment), Impairment of Assets (effective for periods beginning on or after 1 January 2014). This amendment requires further disclosure in cases where fair value less estimated costs to sell was used to determine recoverable amount of assets on which impairment losses were recognized.

IFRIC 21 (new), Levies (effective for periods beginning on or after 1 January 2014). This interpretation addresses the recognition criteria of obligations to pay a levy, whether such obligation is certain or uncertain as to the amount and timing.

At the closing date of these consolidated financial statements it was not possible to estimate the effect of these standards once they become effective.

2.3. Translation of financial statements of foreign companies

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

30.06.2013 31.12.2012 30.06.2012
Closing
rate
Average
rate
Closing
rate
Average
rate
Closing
rate
Average
rate
Great Britain Pound 0.8572 0.8505 0.8161 0.8106 0.8068 0.8222
South African Rand 13.0702 12.0846 11.1732 10.5285 10.3670 10.2902
Canadian Dollar 1.3714 1.3332 1.3137 1.2837 1.2871 1.3038
American Dollar 1.3080 1.3125 1.3194 1.2842 1.2590 1.2961
Swiss Franc 1.2338 1.2296 1.2072 1.2052 1.2030 1.2048

Source: Bloomberg

3. COMPANIES INCLUDED IN CONSOLIDATION PERIMETER

During the period ended 30 June 2013 the subsidiary Agloma – Sociedade Industrial de Madeira Aglomarada, S. A. was liquidated with no significant effects on these consolidated financial statements.

4. OTHER CURRENT ASSETS

At 30 June 2013 and 31 December 2012, details of Other current assets on the Consolidated Statement of Financial Position were as follows:

30.06.2013 31.12.2012
Gross Value Impairment Net Value Gross Value Impairment Net Value
Derivatives instruments
Financial Instruments
34 033
34 033
34 033
34 033
5 612
5 612
5 612
5 612
Accrued income
Deferred expenses
Assets out of scope of IFRS 7
4 463 228
2 588 063
7 051 291
4 463 228
2 588 063
7 051 291
4 754 959
7 787 818
12 542 777
4 754 959
7 787 818
12 542 777
Total 7 085 324 7 085 324 12 548 389 12 548 389

5. CASH AND CASH EQUIVALENTS

At 30 June 2013 and 31 December 2012, detail of Cash and Cash Equivalents was as follows:

30.06.2013 31.12.2012
Cash at Hand
Bank Deposits and Other Treasury Applications
Impairment in Treasury Applications
60 019
12 620 019
64 924
23 117 589
Cash and Cash Equivalents on the Balance Sheet 12 680 038 23 182 513
Bank Overdrafts 12 810 067 40 992 770
Cash and Cash Equivalents on the Statement of Cash Flows - 130 029 - 17 810 257

6. LOANS

As at 30 June 2013 and 31 December 2012 Sonae Indústria had the following outstanding loans:

30.06.2013 31.12.2012
Amortised cost Nominal value Amortised cost Nominal value
Current Non current Current Non current Current Non current Current Non current
Bank loans 187 374 545 137 647 003 187 513 702 138 397 983 133 186 332 128 275 420 133 311 753 129 230 007
Debentures 65 000 000 183 622 358 65 000 000 185 000 000 55 000 000 248 344 033 55 000 000 250 000 001
Obligations under finance leases 5 126 010 32 795 688 5 126 010 32 795 688 4 114 170 36 192 908 4 114 170 36 192 908
Other loans 80 758 640 3 916 411 81 586 765 3 916 410 4 060 098 78 868 673 4 060 098 79 716 721
Gross debt 338 259 195 357 981 460 339 226 477 360 110 081 196 360 600 491 681 034 196 486 021 495 139 637
Cash and cash equivalent in balance sheet 12 680 038 12 680 038 23 182 513 23 182 513
Net debt 325 579 157 357 981 460 326 546 439 360 110 081 173 178 087 491 681 034 173 303 508 495 139 637
Total net debt 683 560 617 686 656 520 664 859 121 668 443 145

6.1. Bank Loans

  • a) In December 2012 Sonae Indústria, SGPS, SA contracted a loan with a Portuguese financial institution for EUR 25 million, which became totally available in March 2013. This loan pays interest at variable rate and will be repaid from 2015 to 2018;
  • b) In September 2009 Sonae Indústria, SGPS, SA contracted a commercial paper programme with a maximum nominal amount of EUR 40 million, which was reduced to EUR 10 million in 2012 and then increased to EUR 65 million in April 2013. The programme still matures in 2013. At 30 June 2013 commercial paper had been issued for EUR 65 million;
  • c) On 26 July 2010 Tableros de Fibras, SA contracted a commercial paper programme, which was amended in July 2011 and then in May 2013, aiming to increase maturity from December 2013 to December 2016. The maximum nominal amount of EUR 7 million will be reduced monthly from January 2014 until maturity date. The programme can be renewed annually. At 30 June 2013 commercial paper had been issued for the programme's full amount;
  • d) In June 2013 Sonae Indústria, SGPS, SA contracted two commercial paper programmes with a Portuguese financial institution. Both programmes have a maximum nominal amount of EUR 25 million and mature in October 2013. At 30 June 2013 commercial paper had been issued for EUR 25 million, under the first programme, and for EUR 5 million, under the second programme;
  • e) In July 2011 Tafisa Canada Inc. contracted a loan for CAD 81 000 000 with a syndicate of financial institutions from North America. The loan will mature within five years and is divided into two parts: the first one, amounting to CAD 66 000 000, will be redeemed over that period; the second one, with a maximum amount of CAD 15 000 000, will be redeemed when the loan matures. In June 2013 the company increased the first part by CAD 7 500 000. At 30 June 2013 the first part amounted to CAD 51 588 889 (EUR 37 617 586) and the second part amounted to CAD 3 000 000 (EUR 2 187 540).

During the period ended 30 June 2013 bank loans were repaid for approximately EUR 16 million.

In addition, during the same period bank overdrafts were reduced by approximately EUR 28 million.

6.2. Bond Issues

During the period ended 30 June 2013, the Company repaid Sonae Indústria 2005/2013 bonds amounting to EUR 55 000 000.

6.3. Other loans

a) At 30 June 2013 loans recognized under the securitization facility contracted with ING Bank Belgium SA/NV and with Finacity Corporation amounted to EUR 75 144 127. This loan was reclassified to current liabilities as it matures in March 2014.

Trade debtors amounting to EUR 103 883 970 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.

b) At 30 June 2013 loans recognized under a factoring facility amounted to EUR 4 458 056.

Trade debtors for the amount of EUR 5 481 811 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.

7. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements occurred in provisions and accumulated impairment losses during the period ended 30 June 2013 were as follows:

30.06.2013
Opening Exchange Changes to Other Closing
Description balance rate effect perimeter Increase Utilization Reversion changes balance
Impairment losses:
Tangible fixed assets 32 922 834 32 922 834
Intangible assets 19 242 19 242
Other non-current assets 10 931 182 10 931 182
Trade debtors 25 156 732 - 498 891 2 409 498 1 295 588 - 1 239 884 24 531 867
Other debtors 16 111 16 111
Subtotal impairment losses 69 046 101 - 498 891 2 409 498 1 295 588 - 1 239 884 68 421 236
Provisions:
Litigations in course 2 150 693 49 114 12 000 - 10 057 2 177 750
Warranties to customers 690 770 - 471 690 299
Restructuring 10 911 412 - 115 274 6 615 141 4 180 997
Other 5 638 746 - 7 471 9 144 1 589 516 4 050 903
Subtotal provisions 19 391 621 - 123 216 58 258 8 216 657 - 10 057 11 099 949
Subtotal impairment losses and provisions 88 437 722 - 622 107 2 467 756 8 216 657 1 295 588 - 1 249 941 79 521 185
Other losses:
Investments 36 985 875 36 985 875
Write-down to net realizable value of inventories 8 833 140 - 67 015 2 375 298 3 098 943 8 042 480
Total 134 256 737 - 689 122 4 843 054 8 216 657 4 394 531 - 1 249 941 124 549 540

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

30.06.2013
Losses Gains Total
Cost of sales 801 037 1 172 422 - 371 385
(Increase) / decrease in production 1 574 261 1 926 521 - 352 260
Provisions and impairment losses 2 467 756 9 512 245 - 7 044 489
Total (Consolidated Income Statement) 4 843 054 12 611 188 - 7 768 134

Utilization of restructuring provisions for EUR 6 615 141 relates mainly to ongoing restructuring processes in Spanish and German operations.

8. OTHER INCOME AND GAINS

Details of Other income and gains on the Consolidated Income Statement for the periods ended 30 June 2013 and 2012 are as follows:

30.06.2013 30.06.2012
Gains on disposals of non current investments 66 515 141 684
Gains on disp. and write off of invest. prop., tang. and intang. assets 448 534 205 501
Supplementary revenue 5 022 875 5 111 156
Investment subventions 3 588 782 3 076 402
Tax received 2 832 915 2 363 279
Positive exchange gains 1 362 615 1 021 037
Others 394 625 2 799 506
13 716 861 14 718 565

9. FINANCIAL RESULTS

Financial results for the periods ended 30 June 2013 and 2012 were as follows:

30.06.2013 30.06.2012
Financial expenses:
Interest expenses
related to bank loans and overdrafts 8 317 163 7 953 113
related to non convertible debentures 5 651 399 5 418 248
related to finance leases 1 946 273 2 027 651
related to loans from discontinued operations 31 791
others 2 187 414 755 839
18 102 249 16 186 642
Losses in currency translation
related to loans 2 706 814 3 337 425
2 706 814 3 337 425
Cash discounts granted 7 970 084 7 870 148
Adjustment to fair value of financial instruments at fair value through profit or loss 150 467 5 592 523
Other finance losses 3 726 128 3 268 840
32 655 742 36 255 578
30.06.2013 30.06.2012
Financial income:
Interest income
related to bank loans 22 733 489 783
Related to loans discontinued operations 1 299 171
Others 76 964 91 000
99 697 1 879 954
Gains in currency translation
related to loans 1 828 681 5 365 889
1 828 681 5 365 889
Cash discounts obtained 198 934 538 730
Adjustment to fair value of financial instruments at fair value through profit or loss 298 966 2 689 474
Other finance gains 69 592 258 268
2 495 870 10 732 315
Finance profit / (loss) - 30 159 872 - 25 523 263

10. TAXES

Corporate income tax accounted for in the periods ended 30 June 2013 and 2012 is detailed as follows:

30.06.2013 30.06.2012
Current tax 3 474 987 2 873 616
Deferred tax 684 688 - 140 034
4 159 675 2 733 582

11. PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS

Net loss from discontinued operations, which are related to Knowsley industrial plant, included under profit/(loss) from discontinued operations, after taxation, on the Consolidated Income Statement, are detailed as follows:

30.06.2012
Sales 17 965 124
Services rendered 326 139
Other income and gains 6 859 835
Cost of sales 10 384 541
(Increase) / decrease in production 606 240
External supplies and services 7 457 868
Staff expenses 4 925 475
Depreciation and amortisation 1 887 990
Provisions and impairment losses (increase / reduction) - 30 966
Other expenses and losses 2 308 025
Operating profit / (loss) - 2 388 075
Financial expenses 1 699 074
Financial income 105 550
Net profit/(loss) from descontinued operations, before tax - 3 981 599
Taxation
Net profit / (loss) from descontinued operations - 3 981 599
Attributable to:
Equity Holders of Sonae Industria - 3 933 171
Non-controlling interests - 48 428

Cash flows related to discontinued operations, which are included in the Consolidated statement of Cash Flows, are detailed as follows:

30.06.2012
Operating activities 4 507 975
Investment activities - 11 735 364
Financing activities 7 889 702

12. 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.

Until 31 March 2012 identifiable reporting segment were are as follows:

  • Iberian Peninsula;
  • Central Europe
  • France;
  • Germany;
  • United Kingdom;
  • Rest of the World
  • Canada;
  • South Africa;
  • Other segments.

Following the organizational change occurred in 2012, identifiable reportable segments were then:

  • Europe;
  • Rest of the world

During the period ended 30 June 2013, some organizational changes were implemented, which caused the identifiable reportable segments to be as follows:

  • Northern Europe;
  • Southern Europe;
  • Rest of the World.
Turnover
External Intersegment
30.06.2013 30.06.2012 30.06.2013 30.06.2012
Northern Europe 257 401 848 292 409 151 19 503 801 20 808 503
Southern Europe 247 885 046 258 058 432 13 244 915 24 655 228
Continuing operations 247 885 046 258 058 432 13 244 915 24 655 228
Rest of the world 136 356 993 142 743 819
Total segments 641 643 887 693 211 402 32 748 716 45 463 731
Southern Europe
Discontinued operations 18 291 263

Intersegment turnover includes transactions among segments Northern Europe, Southern Europe and Rest of the World but it does not include transactions between continuing and discontinued operations within Southern Europe segment.

Operating net profit (loss)
30.06.2013 30.06.2012
Northern Europe 1 457 421 9 037 517
Southern Europe
Continuing operations
-5 725 231
-5 725 231
- 729 796
- 729 796
Rest of the world 9 807 862 6 234 116
Total segments 5 540 052 14 541 837
Southern Europe
Discontinued operations
-2 388 075

The information of earlier periods was restated according to the new structure of identifiable reportable segments.

13. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issuance 31 July 2013.

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