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Sonae SGPS

Interim / Quarterly Report Nov 10, 2016

1901_10-q_2016-11-10_d8dee9ab-65f3-4fe5-b63e-5d6b93820bab.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

ACTIVITY REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

JANUARY – SEPTEMBER 2016

ACCORDING TO THE INTERNATIONAL ACCOUNTING STANDARD 34 – INTERIM FINANCIAL REPORT

CONTENTS

ACTIVITY REPORT

CONSOLIDATED FINANCIAL STATEMENTS

ACTIVITY REPORT

MESSAGE FROM THE CHAIRMAN

Our 3Q16 results represent the first full quarter performance under the new Sonae Indústria perimeter, after the conclusion of the partnership with Arauco.

I am pleased to be able to report that our 3Q16 results show a continued improvement with all three main business units performing better compared to last year. This positive evolution was mainly driven by improved results in North America and by the contribution from Sonae Arauco that has had another strong quarter. Our consolidated results in the quarter show strong YoY improvement with recurrent EBITDA up nearly 30% and a margin increase of 3.8pp to 20.9%.

Considering our 50% share of Sonae Arauco's figures, at the end of September 2016, the proportional last twelve months Recurrent EBITDA stood at 89 million Euros, representing a 13.7% margin. Proportional net debt reduced to 325 million Euros, implying a leverage ratio of 3.6x. These all show improvements on our corresponding 2Q16 numbers.

During the quarter, Tafisa Canada launched its new embossed and in-register Viva collection at the International Woodworking Fair in Atlanta with 10 colors and with two sided finishings on two panel sizes, a unique offering in the market. The collection was well received and we are encouraged by the response from the market.

Paulo Azevedo

Chairman Sonae Indústria

1.Sonae Indústria Results

1.1. Proportional Results

Due to the fact that one of Sonae Indústria's main assets (its 50% shareholding in Sonae Arauco) is accounted by the Equity method since 1 June 2016, we are presenting Proportional Turnover, Proportional Recurrent EBITDA, Proportional Recurrent EBITDA margin, Proportional Leverage and Loan to Value indicators, given their greater relevance for the purpose of valuation and leverage analysis of Sonae Indústria today (see "Glossary of Terms" for definitions). Financial Indicators for 1H15 and 9M15 are not presented since comparable figures for the Balance Sheet and LTM indicators are not available for those periods.

FINANCIAL INDICATORS 1H16 9M16
Proportional Turnover 332 490
Proportional Rec. EBITDA 49 74
Proportional Rec. EBITDA margin 14.7% 15.0%
Proportional LTM Turnover 647 649
Proportional LTM Rec. EBITDA 83 89
Proportional LTM Rec. EBITDA margin 12.8% 13.7%
LEVERAGE
Proportional Net Debt 339 325
Proportional Leverage (Net Debt / LTM Rec. EBITDA) 4.1 x 3.6 x
LOAN TO VALUE
Net Debt of Sonae Indústria 222 217
Asset Value 472 524
LTV (Net Debt of Sonae Indústria / Asset Value) 47% 41%

During 3Q16, Sonae Indústria continued to achieve further deleveraging resulting from the higher level of Recurrent EBITDA on the one hand and cash flow generation on the other. At the end of September 2016, Net Debt to LTM Recurrent EBITDA (proportional) stood at 3.6x, which represents a reduction of 0.5x vs. June 2016. Also as a demonstration of the improved capital structure, Loan to Value reduced to 41% at the end of September 2016 (an improvement of 6 p.p. vs. June 2016).

PROPORTIONAL TURNOVER BY DESTINATION MARKET – 9M15 PROPORTIONAL TURNOVER BY DESTINATION MARKET – 9M16

1.2. Consolidated Results

SUMMARY OF 2016 NINE MONTHS RESULTS (See Explanatory Notes at the end of the document):

Consolidated turnover for the first nine months of the year reached circa 183 million Euros, up by 4% (or by 7 million Euros) when compared to the same period of 2015, on a comparable basis. This improvement is explained by the continued improvement in the results of our Canadian operation y.o.y., which is expected to benefit from the recent strategic investment in a fifth melamine surfacing line that will support a better product mix with a higher share of melamine faced products. The average selling prices also contributed to this positive performance, as they kept the positive trend vs. last year. As in 1H16, our Laminates plant in Portugal showed improvements in terms of sales volumes, which grew by circa 49% y.o.y.

Notwithstanding the positive performance when compared to last year results, the depreciation of the Canadian dollar vs. the EUR during 9M16 continues to negatively impact consolidated turnover. On a like for like basis, using exchange rates of 2015, consolidated turnover would have been circa 8.3 million Euros higher, representing an increase of 8.2%.

Proportional Turnoverstood at 490 million Euros during 9M16, which compares with 484 million Euros in the same period of last year, representing an improvement of 1.3%. This result was mostly driven by better performance of Sonae Indústria consolidated operations, as Sonae Arauco turnover was kept relatively stable y.o.y..

Total fixed costs for the first nine months of the year, on a like for like basis, were kept relatively stable when compared to the same period in 2015 representing circa 16% of Turnover.

Total headcount for Sonae Indústria, at the end of September 2016 and considering fully owned businesses, was of 480 FTEs.

The Recurrent EBITDA for the first nine months of 2016 reached circa 32 million Euros, an increase of 7.1 million Euros (or up by 29%) when compared to same period of last year, with an implicit Recurrent EBITDA margin of 17.4% (+3.4 p.p. vs. 9M15), on a comparable basis. During 3Q16, Sonae Indústria booked a Recurrent EBITDA of 13 million Euros, circa 1.5 million Euros above last quarter and circa 2.9 million Euros above the same period of last year, with an underlying Recurrent EBITDA margin of 20.9%, an improvement of 2.7 p.p. vs. last quarter and of 3.8 p.p. vs. 3Q15, on a comparable basis. This positive performance has translated into

a LTM Recurrent EBITDA of approximately 37 million Euros, at the end of September 2016. The LTM Proportional Recurrent EBITDA (i.e., including 50% of Sonae Arauco Recurrent EBITDA) was 89 million euros, 6 million Euros higher than June 2016 value.

CONSOLIDATED INCOME STATEMENT
Million euros
9M15
Restated
9M16 9M16 /
9M15(R)
3Q15
Restated
2Q16 3Q16 3Q16 /
3Q15(R)
3Q16 /
2Q16
Turnover 175.5 182.6 4.0% 58.7 63.1 62.1 5.8% (1.7%)
Other operational income 4.2 4.6 8.4% 1.7 2.2 1.0 (37.6%) (53.4%)
EBITDA 23.8 31.9 33.7% 9.7 12.1 12.7 31.5% 5.0%
Non recurrent items (0.9) 0.0 - (0.4) 0.5 (0.3) 24.5% -
Recurrent EBITDA 24.7 31.8 28.8% 10.1 11.5 13.0 29.2% 12.6%
Recurrent EBITDA Margin % 14.1% 17.4% 3.4 pp 17.1% 18.3% 20.9% 3.8 pp 2.7 pp
Proportional Recurrent EBITDA 52.7 73.6 39.6% 18.5 29.1 24.9 34.4% (14.6%)
Proportional Recurrent EBITDA Margin % 10.9% 15.0% 4.1 pp 11.8% 17.0% 15.7% 3.9 pp -1.4 pp
Depreciation and amortisation (10.3) (8.9) 13.9% (3.3) (3.0) (3.0) 8.9% (0.5%)
Provisions and impairment Losses (0.1) 0.4 - 0.0 0.1 0.1 - -
Operational profit (EBIT) 13.4 23.3 74.4% 6.3 9.1 9.8 54.7% 6.9%
Net financial charges (1.0) (13.3) - (1.1) (7.0) (3.5) - 49.3%
o.w. Net interest charges 1.1 (10.6) - (0.3) (5.9) (2.5) - 58.0%
o.w. Net exchange differences (0.3) (0.1) - (0.1) 0.0 (0.2) - -
o.w. Net financial discounts (1.2) (1.3) (11.9%) (0.4) (0.5) (0.5) (19.7%) (0.2%)
Gains and losses in Joint-Ventures 0.0 6.3 - 0.0 3.2 3.1 - (4.1%)
Profit before taxes (EBT) 12.3 16.3 32.1% 5.2 5.4 9.3 78.2% 73.3%
Taxes (3.8) (6.8) (78.4%) (1.5) (3.2) (3.1) - 3.3%
o.w. Current tax (4.1) (7.5) - (2.2) (3.5) (3.1) (40.1%) 10.2%
o.w. Deferred tax 0.3 0.7 - 0.7 0.3 0.0 - -
Profit/(loss) from continued operations 8.5 9.5 11.4% 3.7 2.1 6.2 66.6% -
Profit/(loss) from discontinued operations (36.7) (30.7) 16.3% (12.2) (32.8) 0.0 - -
Consolidated net profit/(loss) for the period (28.2) (21.3) 24.7% (8.5) (30.7) 6.2 - -
Losses (income) attrib. to non-contro. interests (0.0) 0.0 - (0.0) 0.0 0.0 - -
Net profit/(loss) attrib. to Equity Holders (28.2) (21.3) 24.6% (8.5) (30.7) 6.2 - -

Consolidated EBITDA reached circa 32 million Euros, 8 million Euros higher than 9M15, on a comparable basis. In line with 1H16 results, the group's consolidated performance was marginally but positively impacted by non-recurrent items related with inactive sites during the first nine months of the year, explained the sale of Coleraine land (UK) in April 2016, which generated a gain of circa 0.8 million Euros, more than offsetting the on-going costs of inactive sites.

Proportional Recurrent EBITDA was 74 million Euros during 9M16, which represents an improvement of 40%, when compared to the same period of last year, on a comparable basis. For the quarter, the Proportional Recurrent EBITDA stood at 25 million Euros, a decrease of 15% vs. 2Q16, which is explained by the seasonal maintenance shutdowns that take place during the summer period at the Sonae Arauco Northern hemisphere plants. When compared to 3Q15, the Proportional Recurrent EBITDA improved by 34%, on a comparable basis.

Depreciation and amortization charges during 9M16 were reduced by 1.4 million Euros vs. same period of last year, which is mainly explained by the reduction in depreciation charges in our North American operation. On a quarterly basis, this item totalled 3 million Euros in the 3Q16, in line with the values booked for 2Q16 and 3Q15.

Provisions and impairment losses for the first nine months of 2016 totalled a net positive amount of circa 0.4 million Euros(positively impacting the consolidated results such as in the 1H16), corresponding to the release of provisions related to the legacy restructuring process in France.

Net financial charges during 9M16 were 13.3 million Euros, a significant increase when compared to the same period of last year on a comparable basis, explained by: (i) the recognition in 2Q16 of previously deferred upfront financing costs of 1.9 million Euros due to early repayment of loans as part of the refinancing process related to the execution of the Sonae Arauco partnership and, particularly, by: (ii) a 11.6 million Euros reduction vs. 9M15 in net interest income on loans to and from what were previously intra group companies, due to the fact that those loans (mostly loans from Sonae Indústria to Sonae Arauco companies) were fully repaid until May 2016. In the quarter and when compared with the previous year the referred reduction in net interest income on loans to and from related parties represents 4.3 million Euros which more than explains why Net Financial Charges increased by 2.4 million Euros when compared with 3Q15. When compared to the previous quarter, which included the one off recognition of deferred costs of 1.9 million Euros mentioned above, net financial charges improved by 3.4 million Euros, benefiting from lower net interest charges.

Gains and losses in Joint-Ventures, at the end of September 2016, amounted to circa 6.3 million Euros, corresponding to 50% of the consolidated net profit of Sonae Arauco since 1 June 2016.

Current tax charges booked for the first nine months of 2016 were circa 7.5 million Euros, an increase of 3.4 million Euros when compared to same period in 2015, on a comparable basis. The explanations for this is aligned with was explained in 1H16: (i) higher tax charges in Canada; and (ii) lower tax consolidation benefit in 2016 due to the deconsolidation of Sonae Arauco entities from the Portuguese tax consolidation perimeter during 9M16. On a quarterly basis, in 3Q16 an amount of 3.1 million Euros was booked, slightly below the value registered for 2Q16.

The combination of the above factors led to a consolidated positive Net Result for Continued Operations of 9.5 million Euros during the first nine months of the year, an improvement of 11% when compared to same period in 2015, on a comparable basis. For the quarter, the net profit of Continued operations increased by approximately 2.5 and 4 million Euros vs. 3Q15 and vs. 2Q16, respectively.

At the end of September 2016, the results of Discontinued Operations showed a Net loss of 31 million Euros, which is similar to the figure reported in 1H16 and explained by a positive net profit contribution of 5.9 million Euros from Sonae Arauco and by the accounting charge of 36.6 million euros registered in 1H16 resulting from the need to reclassify cumulative Translation Reserves related to Sonae Arauco companies from 'Other Comprehensive Income' to 'Other Reserves & Accumulated Earnings' due to partnership with Arauco and in accordance with IAS 21. This led to a Net Loss of 21.3 million Euros for the first nine months of the year, which represents an improvement of 25% vs. 9M15, on a comparable basis.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Million euros
2015 1H16 9M16
Non current assets 757.8 313.7 313.4
Tangible assets 628.8 152.0 147.5
Goodwill 80.9 0.3 0.3
Deferred tax asset 28.4 2.2 2.2
Other non current assets 19.8 159.1 163.3
Current assets 243.2 51.7 48.4
Inventories 98.0 17.6 17.9
Trade debtors 85.1 20.4 20.1
Cash and cash equivalents 28.9 6.6 3.9
Other current assets 31.2 7.0 6.4
Non-current assets classified as available for sale 1.5 1.5 1.5
Total assets 1,002.6 366.9 363.3
Shareholders' Funds 57.7 68.7 74.8
Equity Holders 57.8 68.7 74.8
Non-controlling interests (0.1) 0.0 0.0
Liabilities 944.9 298.1 288.6
Interest bearing debt 599.1 228.5 221.3
Non current 71.5 224.0 218.4
Current 527.6 4.5 2.9
Trade creditors 138.6 29.8 26.2
Other liabilities 207.2 39.7 41.0
Liabilities directly associated with non-current assets classified
as available for sale 0.0 0.0 0.0
Total Shareholders'Funds and liabilities 1,002.6 366.9 363.3
Net debt 570.1 222.0 217.4
Working Capital 44.5 8.2 11.9

It should be noted that the Balance sheet as at 31 December 2015 includes all the companies in the consolidation perimeter of Sonae Indústria including those of Sonae Arauco, and therefore is not comparable to that shown as at 30 June 2016 and as at 30 September 2016.

Included in Tangible Assets under Other Non-current assets, is the investment in Joint-Ventures (50% of Sonae Arauco) in an amount of 156.1 million Euros stated at provisional accounting value at the end of September 2016 (including 50% of the net results of Sonae Arauco between June and September) and will be subject to correction in the year end 2016 accounts once a 'Fair Value' has been determined. When compared to 1H16, the value of the investment in Sonae Arauco increased by 4.4 million Euros mainly due to the contribution of Sonae Arauco Net Results.

Consolidated Working Capital reached circa 12 million Euros, an increase of 3.6 million Euros when compared to June 2016, which is explained by the reduction in trade creditors of our Canadian operation.

Net Debt stood at circa 217 million Euros at the end of September 2016, a decrease of 4.6 million Euros vs. June 2016 level.

SONAE INDÚSTRIA ACTIVITY REPORT - 9 MONTHS 2016

Total Shareholder's Funds continued to improve, reaching circa 75 million Euros at the end of September 2016, 6 million Euros above June 2016 value. When compared to December 2015, total shareholder's funds increased by 17.1 million Euros.

Note: 2015 numbers exclude investments in French plants sold in 2015 (for comparability purposes); 2016 numbers exclude transfer of Real Estate from Sonae Arauco to Sonae Indústria perimeter in 2016 (within the corporate restructuring required for Sonae Arauco partnership).

Additions to Gross Tangible Assets reached 4.9 million Euros during 9M16, which compares with 3.2 million Euros during the same period in 2015, on a comparable basis. During this period, the majority of the investments were executed in our North American plant, being circa 2.7million Euros related with the strategic investment in a 5th melamine surfacing line, already concluded.

2. Looking Forward

At Sonae Indústria, we will seek ways in which to grow our businesses. For Tafisa Canada, we will continue to seek to strengthen our product mix on the back of the new Embossed In Register Viva collection looking to consolidate our position in the Canadian market and to achieve a greater penetration of the US market for our MFC products. We will also seek growth opportunities for our Laminates & Components business with existing and new customers and to improve levels of profitability.

At Sonae Arauco we are fully committed to the development of the business. In this respect the company will make investments that look to achieve greater operational efficiency and productivity including the upgrade and modernization of the few remaining plants with daylight presses.

10 November 2016

The Board of Directors

Paulo Azevedo

Carlos Moreira da Silva

Albrecht Ehlers

Christopher Lawrie

Javier Vega

Louis Brassard

José Romão de Sousa

EXPLANATORY NOTES:

The completion of the 50/50 partnership with Arauco has led to a number of material accounting changes in Sonae Indústria's consolidated financial statements as summarized below.

  • The Consolidated Income Statement (P&L) for 2016 shows all the companies included in the consolidation perimeter of Sonae Arauco also classified as Discontinued Operations until May 2016 and accounted by the Equity Method as of the 1 June 2016.

  • The P&L for 2015 was restated to show as Discontinued Operations the results of all the companies included in the consolidation perimeter of Sonae Arauco. It should be noted that this is in addition to the results of the French industrial units Ussel (sold in March 2015) and Linxe (sold in July 2015), Pontecaldelas plant, in Spain, and Betanzos, in Spain (sold in April 2015) that had already been considered as Discontinued Operations in 2015.

  • The balance sheet as at 31 December 2015 has not been restated. As from June 2016, the balance sheet represents the position of Sonae Indústria under the new perimeter with the 50% shareholding in Sonae Arauco equity accounted.

  • The investment in Sonae Arauco (now equity accounted) has been booked provisionally at 147.3 million euros as at 31 May 2016, the completion date for the setting up of the partnership with Arauco. This is a provisional accounting value of Sonae Arauco resulting from its deconsolidation from Sonae Indústria's consolidated accounts. Within the framework of IAS 28 and IFRS 11, this is a provisional accounting value and will be subject to correction in the year end 2016 financial statements once a 'Fair Value' has been established for Sonae Arauco. This correction will necessarily have an effect on year end 2016 financial statements which, at this stage, is not possible to determine. Due to the positive results of Sonae Arauco since June, the investment in Sonae Arauco as at 30 September 2016 stood at 156.1 million euros.

  • Additionally due to the setting up of the 50/50 partnership with Arauco and in accordance with IAS 21, the composition of Shareholders' Funds has been reclassified with the 'Translation Reserves' (cumulative exchange rate impacts on equity) related to Sonae Arauco companies having been moved from 'Other Comprehensive Income' to 'Other Reserves & Accumulated earnings'. Although this change is neutral on Shareholders' Funds, it has led to a corresponding accounting charge in the P&L for the amount of the reclassification (36.6 million Euros).

GLOSSARY OF TERMS

Asset Value Asset Value is calculated as follows: [6.8 x LTM Recurrent EBITDA of fully consolidated business
(100%)] + [market value of real estate properties owned 100% by Sonae Indústria, according to
external valuations] + [50% x (6.8 x LTM Recurrent EBITDA of Sonae Arauco – Sonae Arauco Net
Debt)]
CAPEX Investment in Tangible Fixed Assets
EBITDA Earnings Before Interests and Taxes + Depreciations and Amortizations + (Provisions and
impairment losses - Impairment losses in trade receivables + Reversion of impairment losses in
trade receivables)
FTEs Full Time Equivalent; the equivalent of one person working full time, according to the working
schedule of each country where Sonae Indústria has operations
Fixed Costs Overheads + Personnel costs (internal and external); management accounts concept
Gross Debt Bank loans + Debentures + Obligations under finance leases + other loans + Loans from related
parties
Headcount Total number of internal FTEs, excluding trainees
Loan to Value Net Debt of Sonae Indústria / Asset value
LTM Last Twelve Months
Net Debt Gross Debt - Cash and cash equivalents
Proportional Leverage Proportional Net Debt / Proportional LTM Recurrent EBITDA
Proportional LTM Turnover LTM Turnover of the businesses fully consolidated (100%) by Sonae Indústria + 50% of the LTM
Turnover of Sonae Arauco
Proportional LTM Rec.
EBITDA
LTM Recurrent EBITDA of Sonae Indústria + 50% of LTM Recurrent EBITDA of Sonae Arauco
Proportional Recurrent
EBITDA
Recurrent EBITDA of the businesses fully consolidated (100%) by Sonae Indústria + 50% of the
Recurrent EBITDA of Sonae Arauco
Proportional Recurrent
EBITDA margin
Proportional Recurrent EBITDA / Proportional Turnover
Proportional Net Debt Net Debt of Sonae Indústria + 50% of Net Debt of Sonae Arauco
Recurrent EBITDA Recurrent EBITDA of the businesses fully consolidated (100%) by Sonae Indústria, excluding
non-recurrent operational income / costs
Recurrent EBITDA margin Recurrent EBITDA / Turnover
Working Capital Inventories + Trade Debtors – Trade Creditors

Consolidated Financial Statements

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER 2016 AND 31 DECEMBER 2015

(Amounts expressed in Euros)

ASSETS Notes 30.09.2016 31.12.2015
Unaudited
NON CURRENT ASSETS:
Tangible fixed assets 8 147 472 134 628 779 728
Goodwill 347 081 80 884 032
Intangible assets
Investment properties
315 634
6 314 672
4 203 028
6 450 977
Investment in associates 7 1 493 139
Investment in joint ventures 4, 5, 7 156 141 183 5 695 259
Investment available for sale 7 129 870 1 155 713
Deferred tax asset 9 2 188 748 28 358 134
Other non current assets 442 608 804 270
Total non current assets 313 351 930 757 824 280
CURRENT ASSETS:
Inventories 17 936 636 98 007 573
Trade debtors 20 148 026 85 053 009
Other current debtors 271 761 13 202 016
Current tax asset 1 613 794 2 799 769
Other taxes and contributions 2 019 270 4 811 295
Other current assets 2 534 050 10 406 656
Cash and cash equivalents 10, 12 3 904 877 28 924 470
Total current assets 48 428 414 243 204 788
Non-current assets held for sale 1 535 588 1 535 588
TOTAL ASSETS 363 315 932 1 002 564 656
SHAREHOLDERS`FUNDS, NON-CONTROLLING INTERESTS AND LIABILITIES
SHAREHOLDERS`FUNDS:
Share capital 812 107 574 812 107 574
Legal reserve 3 131 757 3 131 757
Other reserves and accumulated earnings - 791 855 121 - 801 248 687
Accumulated other comprehensive income 11 51 373 802 43 785 859
Total shareholders' funds attributabble to equity holders of Sonae Indústria 74 758 012 57 776 503
Non-controlling interests - 106 611
TOTAL SHAREHOLDERS`FUNDS 74 758 012 57 669 892
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans - net of current portion 12 217 094 537 53 413 866
Finance lease creditors - net of current portion 12 1 331 012 16 749 594
Other loans 12 1 325 632
Post-retirement liabilities 899 294 26 578 632
Other non current liabilities 3 631 959 33 589 842
Deferred tax liability 9 20 576 645 55 427 496
Provisions 14 2 011 494 9 355 417
Total non current liabilities 245 544 941 196 440 479
CURRENT LIABILITIES:
Current portion of non-current bank loans 12 136 151 178 706 758
Current bank loans 12 2 350 001 153 596 265
Current portion of non-current non-convertible bonds 12 147 987 525
Current portion of non-current finance lease creditors 12 405 759 5 669 033
Other loans 12 41 619 187
Trade creditors 26 208 695 138 586 348
Current tax liability 2 476 040 1 508 253
Other taxes and contributions 570 383 7 018 495
Other current liabilities 13 10 865 950 72 606 959
Provisions
Total current liabilities
14 43 012 979 1 155 462
748 454 285
TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 363 315 932 1 002 564 656

The notes are an integral part of the consolidated financial statements

CONSOLIDATED INCOME STATEMENT

FOR THE NINE-MONTH PERIODS ENDED AT 30 SEPTEMBER 2016 AND 30 SEPTEMBER 2015

(Amounts expressed in Euros)

Notes 30.09.2016
Unaudited
3rd. Quarter 2016
Unaudited
30.09.2015
Unaudited
Restated
3rd. Quarter 2015
Unaudited
Restated
Sales 19 181 635 279 61 786 770 174 711 984 58 436 388
Services rendered 19 1 010 101 291 063 825 199 259 790
Other income and gains 17, 19 4 585 491 1 044 395 4 231 714 1 672 892
Cost of sales 19 95 482 967 32 425 784 98 251 185 33 333 683
(Increase) / decrease in production 19 490 377 - 888 732 - 280 839 - 1 820 597
External supplies and services 19 36 547 660 11 961 541 36 177 026 12 587 118
Staff expenses 19 19 090 728 6 086 603 18 677 409 5 667 598
Depreciation and amortisation 8 896 524 3 048 091 10 330 401 3 347 103
Provisions and impairment losses (increase / reduction)
Other expenses and losses
14, 19
18, 19
- 390 066
3 767 200
- 121 141
847 948
91 209
3 139 403
- 6 312
950 008
Operating profit / (loss) 19 23 345 481 9 762 134 13 383 103 6 310 469
Financial expenses 20 17 692 104 3 875 884 19 763 447 6 839 446
Financial income 20 4 398 465 348 364 18 717 139 5 745 743
Gains and losses in associated companies
Gains and losses in joint ventures 5, 7 6 250 495 3 060 215
Net profit/(loss) from continuing operations, before taxation 16 302 337 9 294 829 12 336 795 5 216 766
Taxation 9, 21 6 822 300 3 109 350 3 824 139 1 504 472
Consolidated net profit / (loss) from continuing operations, afer taxation 9 480 037 6 185 479 8 512 656 3 712 294
Profit / (loss) from discontinued operations, after taxation 9, 14, 16 - 30 746 562 - 36 738 631 - 12 183 469
Consolidated net profit / (loss) for the period - 21 266 525 6 185 478 - 28 225 975 - 8 471 175
Attributable to:
Equity Holders of Sonae Industria
Continuing operations 9 480 037 6 185 478 8 498 268 3 701 414
Discontinuing operations - 30 746 562 - 36 687 307 - 12 166 449
Equity Holders of Sonae Industria - 21 266 525 6 185 478 - 28 189 039 - 8 465 035
Non-controlling interests
Continuing operations 14 388 10 880
Discontinuing operations - 51 324 - 17 020
Non-controlling interests - 36 936 - 6 140
Profit/(Loss) per share
Fom continuing operations:
Basic
0.0008 0.0005 0.0007 0.0003
Diluted 0.0008 0.0442 0.0007 0.0003
From discontinued operations:
Basic - 0.0027 0.0000 - 0.0032 - 0.0011
Diluted - 0.0027 0.0000 - 0.0032 - 0.0011

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE NINE-MONTH PERIODS ENDED 30 SEPTEMBER 2016 AND 30 SEPTEMBER 2015

(Amounts expressed in Euros)

Notes 30.09.2016
Unaudited
3rd Quarter 2016
Unaudited
30.09.2015
Unaudited
3rd Quarter 2015
Unaudited
Net consolidated profit / (loss) for the period (a) - 21 266 525 6 185 478 - 28 225 975 - 8 471 175
Other consolidated comprehensive income
Items that may be subsequently transferred to profit or loss
Change in currency translation reserve 11 1 617 979 - 1 402 544 - 10 050 485 - 11 527 799
Change in fair value of available-for-sale financial assets 11 8 508 5 150 4 570
Group share of other comprehensive income of joint ventures 2 566 322 1 277 382
Other consolidated comprehensive income for the period, net of tax (b) 4 192 809 - 125 162 - 10 045 335 - 11 523 229
Total consolidated comprehensive income for the period (a) + (b) - 17 073 716 6 060 316 - 38 271 310 - 19 994 404
Total consolidated comprehensive income attributable to:
Equity holders of Sonae Industria
Non-controlling interests
- 17 073 716
- 17 073 716
6 060 316
6 060 316
- 38 222 187
- 49 123
- 38 271 310
- 19 974 014
- 20 390
- 19 994 404
Other comprehensive income reclassified to profit or loss in the period 11 - 36 592 671

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS` FUNDS AT 30 SEPTEMBER 2016 AND 30 SEPTEMBER 2015

(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
11
Balance as at 1 January 2016 812 107 574 3 131 757 - 801 248 687 43 785 859 57 776 503 - 106 611 57 669 892
Total consolidated comprehensive income for the period
Net consolidated profit/(loss) for the period
Other consolidated comprehensive income for the period
-21 266 525 4 192 809 - 21 266 525
4 192 809
- 21 266 525
4 192 809
Total -21 266 525 4 192 809 - 17 073 716 - 17 073 716
Medium term incentive plan
Change in method
Tranferred to Net consolidated profit/(loss) for the period
Others
- 159 827
35 060 569
-4 240 651
-35 060 569
36 592 671
1 863 032
- 159 827
36 592 671
-2 377 619
106 611 - 159 827
36 592 671
- 2 271 008
Balance as at 30 September 2016 812 107 574 3 131 757 -791 855 121 51 373 802 74 758 012 74 758 012
Share capital Legal
reserve
Other Reserves
and
accumulated
earnings
Accumulated other
comprehensive
income
Total shareholders`
funds attributable to
the equity holders
of Sonae Indústria
Non
controlling
interests
Total
shareholders'
funds
11
Balance as at 1 January 2015 812 107 574 3 131 757 -767 474 878 63 365 293 111 129 746 - 262 099 110 867 647
Total consolidated comprehensive income for the period
Net consolidated profit/(loss) for the period
Other consolidated comprehensive income for the period
-28 189 039 -10 033 148 - 28 189 039
- 10 033 148
- 36 936
- 12 187
- 28 225 975
- 10 045 335
Total -28 189 039 -10 033 148 -38 222 187 - 49 123 -38 271 310
Medium term incentive plan
Others
- 26 377
-2 277 296
54 469 - 26 377
- 2 222 827
- 29
195 162
- 26 406
- 2 027 665
Balance as at 30 Septembr 2015 812 107 574 3 131 757 -797 967 590 53 386 614 70 658 355 - 116 089 70 542 266

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE-MONTH PERIODS ENDED 30 SEPTEMBER 2016 AND 30 SEPTEMBER 2015

(Amounts expressed in Euros)

Notes 30.09.2016 30.09.2015
Unaudited Unaudited
OPERATING ACTIVITIES
Receipts from trade debtors 484 429 029 773 423 209
Payments to trade creditors 390 052 975 635 509 554
Payments to staff 71 899 016 121 986 808
Net cash flow from operations 22 477 038 15 926 847
Payment / (receipt) of corporate income tax 4 432 737 6 386 350
Other receipts / (payments) relating to operating activities - 66 760 - 5 395 534
Net cash flow from operating activities (1) 17 977 541 4 144 963
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 214
Tangible fixed assets and intangible assets 2 163 155 6 681 240
Investment properties 1 295 290
Investment subventions 119 109
Dividends
Non-current assets held for sale
9 500
2 768 038
2 163 369 10 873 177
Cash Payments arising from:
Investments 216 334 2 105 233
Tangible fixed assets and intangible assets 13 312 585 14 203 373
Investment properties 131 191
13 660 110 16 308 606
Net cash used in investment activities (2) - 11 496 741 - 5 435 429
FINANCING ACTIVITIES
Cash receipts arising from:
Interest and similar income 385 391 427 059
Loans obtained 972 108 562 1 129 622 167
Increase in share capital (2016: Sonae Arauco, SA) 137 500 000 168 502
Cash Payments arising from: 1 109 993 953 1 130 217 728
Interest and similar charges 22 754 566 21 013 204
Loans obtained 1 097 373 806 1 095 028 759
Finance leases - repayment of principal 3 133 006 5 074 716
Others 17 130
1 123 261 378 1 121 133 809
Net cash used in financing activities (3) - 13 267 425 9 083 919
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) - 6 786 625 7 793 453
Effect of foreign exchange rate 176 742 1 163 940
Cash and cash equivalents at the beginning of the period 10 15 808 205 10 500 810
Cash and cash equivalents of excluded companies, at 31.05.2016 4 939 961
Cash and cash equivalents at the end of the period 10 3 904 877 17 130 323

The notes are an integral part of the consolidated financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2016 (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 period ended 30 September 2016 and 30 September 2015 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 on the notes to the consolidated financial statements for fiscal year 2015.

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 should therefore be read in connection with the financial statements for fiscal year 2015.

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 2016 and endorsed by the European Union.

2.2.1. During the period ended 30 September 2016 the following accounting standards, which were issued and endorsed by the European Union, became effective:

IAS 1 (amendment), Presentation of Financial Statements (effective for periods beginning on or after 1 January 2016). This amendment contains guidance relating to materiality and aggregation, presentation of subtotals, structure of financial statements, accounting policies and presentation of Other comprehensive income recognized using equity method;

IAS 16 (amendment), Tangible Fixed Assets, and IAS 38 (amendment), Intangible Assets: allowed methods for calculated depreciation and amortization (effective for periods beginning on or after 1 January 2016). In this amendment the IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB has also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset;

IAS 16 (amendment), Tangible Fixed Assets, and IAS 41 (amendment), Agriculture: 'Bearer Plants' (effective for periods beginning on or after 1 January 2016). This amendment defines the concept of bearer plant and transfers this type of asset from the scope of IAS 41 – Agriculture to the one of IAS 16 – Tangible Assets, with the related effect on measurement. However, biologic assets produced by these plants are kept in the scope of IAS 41 – Agriculture;

IAS 19 (amendment), Employee Benefits (effective for periods beginning on or after 1 February 2015). This narrow scope amendment applies to contributions from employees or third parties to defined benefit plans. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service;

IAS 27 (amendment), Separate Financial Statements (effective for periods beginning on or after 1 January 2016). This amendment allows entities to use equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements;

IFRS 11 (amendment), Joint Arrangements (effective for periods beginning on or after 1 January 2016). This amendment adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business;

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;

Annual improvements 2010-2012 (effective for periods beginning on or after 1 February 2015). These amendments include changes from the 2010-12 cycle of the annual improvements project, that affect the following standards: IFRS 2 - Sharebased Payment, IFRS 3 - Business Combinations, IFRS 8 - Operating Segments, IFRS 13 - Fair Value Measurement, IAS 16 - Property, Plant and Equipment, IAS 24 - Related Parties Disclosures and IAS 38 - Intangible Assets;

Annual improvements 2012-2014 (generally effective for periods beginning on or after 1 January 2016). This amendment cycle includes changes to the following standards: IFRS 5 – Non-current Assets Available for Sale and Discontinued Operations, IFRS 7 – Financial Instruments: Disclosures, IAS 19 – Employee Benefits and IAS 34 – Interim Financial Reporting;

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

2.2.2. In the period ended 30 September 2016 the following standards, effective 1 January 2016 or later, had been issued but still not endorsed by the European Union:

IAS 7 (amendment), Statement of Cash Flows – Disclosure initiative (effective for annual periods beginning on or after 1 January 2017). This amendment is still subject to endorsement by the European Union. This amendment introduces an additional

disclosure about the changes in liabilities arising from financing activities, disaggregated between cash changes and non-cash changes and how it reconciles with the reported cash flows from financing activities, in the Cash Flow Statement;

IAS 12 (amendment), Income taxes – Recognition of deferred tax assets for unrealised losses (effective for annual periods beginning on or after 1 January 2017). This amendment is still subject to endorsement by the European Union. This amendment clarifies how to account for deferred tax assets related to assets measured at fair value, how to estimate future taxable profits when temporary deductible differences exist and how to assess recoverability of deferred tax assets when restrictions exist in the tax law;

IFRS 2 (amendment), Classification and measurement of share-based payment transactions (effective for annual periods beginning on or after 1 January 2018). This amendment is still subject to endorsement by the European Union. This amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications to a share-based payment plan that change the classification an award from cash-settled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority;

IFRS 9 (new), Financial Instruments (effective for periods beginning on or after 1 January 2018). This standard replaces the guidance in IAS 39. It includes requirements on the classification and measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred loss impairment model;

IFRS 15 (new), Revenue from Contracts with Customers (effective for annual periods beginning on or after 1 January 2018). This new standard only applies to contracts with customers to provide goods or services, and requires an entity to recognise revenue when the contractual obligation to deliver goods or services is fulfilled and for the amount that reflects the consideration the entity is expected to be entitled to, following a five step approach;

IFRS 15 (amendment), Revenue from contracts with customers (effective for annual periods beginning on or after 1 January 2018). These amendments are still subject to endorsement by European Union. These amendments refer to additional guidance for determining the performance obligations in a contract, the timing of revenue

recognition from a license of intellectual property, the review of the indicators for principal versus agent classification, and to new practical expedients to simplify transition;

IFRS 16 (new), Leases (effective for annual periods beginning on or after 1 January 2019). This standard states that lessees should recognize all leases under tangible fixed assets. As for lessors, the new standard retains the double criteria for finance leases and for operating ones that exist on IAS 17.

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

2.3. Translation of financial statements of foreign companies

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

30.09.2016 31.12.2015 30.09.2015
Closing
rate
Average
rate
Closing
rate
Average
rate
Closing
rate
Average
rate
Great Britain Pound 0.8610 0.7763 0.7340 0.7257 0.7385 0.7270
South African Rand 15.5231 17.2325 16.9520 14.0885 15.4991 13.6556
Canadian Dollar 1.4690 1.4737 1.5116 1.4163 1.5034 1.4015
American Dollar 1.1161 1.1159 1.0887 1.1089 1.1203 1.1138
Swiss Franc 1.0876 1.0972 1.0835 1.0670 1.0915 1.0612

Source: Bloomberg

3. RELEVANT EVENTS

On 31 May 2016, Arauco Internacional Limitada, a company of the Arauco Group, acquired 50% of the shares of Tafisa – Tableros de Fibras, SA by fully subscribing EUR 137 500 000 to a share capital increase of Sonae Indústria SGPS' subsidiary Tableros de Fibras, SA. As a consequence, ownership interest in Tafisa-Tableros de Fibras, SA and its subsidiaries was reduced from 100% to 50%, which turned this company and its subsidiaries into joint ventures (note 5). As such, these companies were excluded from consolidation on this date (note 4). Investment in Tafisa – Tableros de Fibras, SA, which changed its denomination to Sonae Arauco, SA, is thereafter measured using equity method.

As a consequence of this operation, companies excluded from consolidation (note 4) were classified as discontinued operations: net profit or loss for the five-month period ended 31 May 2016 and net profit or loss for the nine-month period ended 30 September 2015 were

included under Net profit / (loss) from discontinued operation, after taxation, on the Consolidated Income Statement (note 16). Net profit or loss of these operation recorded after 31 May 2016 was included under Gains or losses in joint ventures, on the Consolidated Income Statement, using equity method (note 5).

4. COMPANIES INCLUDED IN CONSOLIDATION PERIMETER

Group companies included in the consolidated financial statements, their head offices and percentage of capital held by the Group as at 30 September 2016, 31 May 2016 and 31 December 2015 are as follows:

PERCENTAGE OF CAPITAL HELD
COM PANY HEAD OFFICE 30.09.2016 31.05.2016 31.12.2015 TERM S FOR
INCLUSION
Direct Total Direct Total Direct Total
Agepan Eiweiler M anagement, GmbH Eiweiler (Germany) - - 100.00% 50.00% 100.00% 99.98% b)
1) Agloma Imobiliária y Servicios, SL M adrid (Spain) 100.00% 100.00% 100.00% 100.00% - - a)
Agloma Investimentos, SGPS, S. A. M aia (Portugal) - - 100.00% 50.00% 100.00% 99.87% b)
Aserraderos de Cuellar, S.A. M adrid (Spain) - - 100.00% 50.00% 100.00% 99.87% b)
BHW Beeskow Holzwerkstoffe GmbH M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Ecociclo, Energia e Ambiente, S. A. M aia (Portugal) - - 100.00% 50.00% 100.00% 100.00% b)
Euroresinas - Indústrias Quimicas, S.A. M aia (Portugal) - - 100.00% 50.00% 100.00% 100.00% b)
Frases e Frações - Imobiliária e
Serviços, SA
M aia (Portugal) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
GHP Glunz Holzwerkstoffproduktions
GmbH
M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Glunz AG M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Glunz Service GmbH M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Glunz UK Holdings, Ltd. Knowsley (United
Kingdom)
100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Glunz UkA GmbH M eppen (Germany) 100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Impaper Europe GmbH M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Imoplamac – Gestão de Imóveis, S. A. M aia (Portugal) - - 100.00% 50.00% 100.00% 100.00% b)
Isoroy, SAS Nanterre (France) 100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
M aiequipa - Gestão Florestal, SA M aia (Portugal) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
M egantic B.V. Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
M ovelpartes - Comp. para a Indústria
do M obiliário, SA
Paredes (Portugal) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
Novodecor (Pty) Ltd Woodmead (South
Africa)
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
OSB Deustchland Germany - - 100.00% 50.00% 100.00% 99.86% b)
2) Parcelas e Narrativas - Imobiliária, SA M aia (Portugal) 100.00% 100.00% 100.00% 100.00% - - a)
Poliface North America Baltimore (USA) 100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Racionalización y M anufacturas
Florestales, S.A.
M adrid (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Sociedade de Iniciativa e Aproveit.
Florestais – Energias, S.A.
M angualde
(Portugal)
- - 100.00% 50.00% 100.00% 99.86% b)
Somit – Imobiliária, S.A. M angualde
(Portugal)
- - 100.00% 50.00% 100.00% 99.86% b)
1) Sonae Arauco France Nanterre (France) - - 100.00% 50.00% - - b)
Sonae Indústria – Prod. e Comerc.
Derivados M adeira, S. A.
M angualde
(Portugal)
- - 100.00% 50.00% 100.00% 99.86% b)
Sonae Indústria - Soc. Gestora de
Participações Sociais, SA
M aia (Portugal) Parent Parent Parent Parent Parent Parent Parent
Sonae Indústria de Revestimentos, SA M aia (Portugal) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
Sonae Novobord (Pty) Ltd Woodmead (África
do Sul)
- - 100.00% 50.00% 100.00% 99.86% b)
Sonae Tafibra International, B. V. Woerden (The
Netherlands)
- - 100.00% 50.00% 100.00% 99.86% b)
Sonae Industria (UK), Limited Knowsley (United
Kingdom)
- - 100.00% 50.00% 100.00% 99.86% b)
Spanboard Products Ltd Belfast (United
Kingdom)
100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
3) Sonae Arauco, S.A. M adrid (Spain) - - 100.00% 50.00% 98.42% 99.86% b)
Tableros Tradema, S.L. M adrid (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Tafiber. Tableros de Fibras Ibéricas,
S.L.
M adrid (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Tafibra South Africa, Limited Woodmead (África
do Sul)
- - 100.00% 50.00% 100.00% 99.86% b)
Tafisa Canadá Inc Lac M égantic
(Canada)
100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Tafisa France S.A.S. Nanterre (France) 100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Tafisa U.K, Ltd. Knowsley (United
Kingdom)
- - 100.00% 50.00% 100.00% 99.86% b)
Taiber, Tableros Aglomerados Ibéricos,
S.L.
M adrid (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Tafibra Suisse, SA Tavannes
(Switzerland)
- - 100.00% 50.00% 100.00% 99.86% b)
Tecnologias del M edio Ambiente, S.A. Barcelona (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Tool, GmbH M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
  • a) Majority of voting rights;
  • b) Company excluded from consolidation following the increase in share capital by Sonae Arauco, SA at 31 May 2016 (note 3);
  • 1) Company incorporated March 2016;
  • 2) Company incorporated May 2016;
  • 3) Former Tafisa Tableros de Fibras, SA, which was classified as a joint venture following the increase in share capital at 31 May 2016 (note 3).

Following the increase in share capital by Sonae Arauco SA (formerly denominated as Tafisa – Tableros de Fibras, SA) at 31 May 2016, companies identified as b) were excluded from consolidation as they were classified as joint ventures on that date (note 3).

5. JOINT VENTURES

Joint ventures, their head offices, percentage of share capital held on 30 September 2016 and 31 December 2015 are as follows:

PERCENTAGE OF CAPITAL HELD
COM PANY HEAD OFFICE 30.09.2016 31.12.2015
Direct Total Direct Total
1) Sonae Arauco, SA M adrid (Spain) 50.00% 50.00% - -
Agepan Eiweiler M anagement, GmbH Eiweiler (Germany) 50.00% 50.00% - - c)
Agloma Investimentos, SGPS, S. A. M aia (Portugal) 50.00% 50.00% - - c)
Aserraderos de Cuellar, S.A. M adrid (Spain) 50.00% 50.00% - - c)
BHW Beeskow Holzwerkstoffe GmbH M eppen (Germany) 50.00% 50.00% - - c)
Ecociclo, Energia e Ambiente, S. A. M aia (Portugal) 50.00% 50.00% - - c)
Euroresinas - Indústrias Quimicas, S.A. M aia (Portugal) 50.00% 50.00% - - c)
GHP Glunz Holzwerkstoffproduktions
GmbH
M eppen (Germany) 50.00% 50.00% - - c)
Glunz AG M eppen (Germany) 50.00% 50.00% - - c)
Glunz Service GmbH M eppen (Germany) 50.00% 50.00% - - c)
Impaper Europe GmbH M eppen (Germany) 50.00% 50.00% - - c)
Imoplamac – Gestão de Imóveis, S. A. M aia (Portugal) 50.00% 50.00% - - c)
Laminate Park GmbH & Co. KG Eiweiler (Germany) 50.00% 50.00% 50.00% 49.93% d)
OSB Deustchland Germany 50.00% 50.00% - - c)
Racionalización y M anufacturas
Florestales, S.A.
M adrid (Spain) 50.00% 50.00% - - c)
Sociedade de Iniciativa e Aproveit.
Florestais – Energias, S.A.
M angualde (Portugal) 50.00% 50.00% - - c)
Somit – Imobiliária, S.A. M angualde (Portugal) 50.00% 50.00% - - c)
Sonae Arauco France Nanterre (France) 50.00% 50.00% - - c)
Sonae Indústria – Prod. e Comerc.
Derivados M adeira, S. A.
M angualde (Portugal) 50.00% 50.00% - - c)
Sonae Novobord (Pty) Ltd Woodmead (África do Sul) 50.00% 50.00% - - c)
Sonae Tafibra International, B. V. Woerden (The Netherlands) 50.00% 50.00% - - c)
Sonae Industria (UK), Limited Knowsley (United Kingdom) 50.00% 50.00% - - c)
Tableros Tradema, S.L. M adrid (Spain) 50.00% 50.00% - - c)
Tafiber. Tableros de Fibras Ibéricas,
S.L.
M adrid (Spain) 50.00% 50.00% - - c)
Tafibra South Africa, Limited Woodmead (África do Sul) 50.00% 50.00% - - c)
Tafisa U.K, Ltd. Knowsley (United Kingdom) 50.00% 50.00% - - c)
Taiber, Tableros Aglomerados
Ibéricos, S.L.
M adrid (Spain) 50.00% 50.00% - - c)
Tafibra Suisse, SA Tavannes (Switzerland) 50.00% 50.00% - - c)
Tecnologias del M edio Ambiente, S.A. Barcelona (Spain) 50.00% 50.00% - - c)
Tecmasa. Reciclados de Andalucia, S.
L.
Alcalá de Guadaira (Spain) 50.00% 50.00% 50.00% 49.93% d)
Tool, GmbH M eppen (Germany) 50.00% 50.00% - - c)

c) Company included in the consolidation perimeter of Sonae Arauco, SA;

d) Company included in the consolidation perimeter of Sonae Arauco, SA., which was already classified as a joint venture on the Company's consolidated financial statements for the period ended 31 December 2015;

1) Former Tafisa – Tableros de Fibras, SA: company whose investment is measured using equity method following its classification as a joint venture, after the increase in share capital at 31 May 2016 (note 3).

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

30.09.2016 31.12.2015
Sonae Arauco -
Consolidated
Laminate Park Sonae Arauco -
consolidated
Tecmasa,
Reciclados de
Andalucia
Non-current assets 510 387 641 32 015 153 - 197 372
Current assets 217 612 367 18 227 223 - 413 252
Cash and cash equivalents 20 672 712 266 798 - 222 043
Other non-current liabilities 312 655 368 3 559 203 -
Current financial liabilities 7 882 464 4 347 656 -
Other current liabilities 180 213 430 31 443 090 - 108 501
30.09.2016 30.09.2015
Operating revenues 272 632 530 60 201 845 - 324 495
Operating expenses 252 580 028 61 305 724 - 279 220
Depreciation and amortization 15 476 147 3 763 678 - 19 857
Interest expense 3 446 339 647 593 -
Taxation 913 202 -
Net profit/(loss) from continuing operations 12 065 000 - 2 467 757 - 45 378
Adjustments to the Group's accounting policies 435 991 - 32 632 - - 2 686
Group's share on net profit/(loss) 6 250 496 - 1 250 195 - 21 346

Results presented on the table above for Sonae Arauco, SA with reference to 30 September 2016 are the consolidated results for the period from 1 June 2016 to 30 September 2016.

Joint ventures Laminate Park and Tecmasa Andalucia were recognized on the consolidated financial statements of Sonae Arauco, SA using equity method, after 31 May 2016.

After being classified as a joint venture, Sonae Arauco, SA (formerly denominated as Tafisa –Tableros de Fibras, SA) and its subsidiaries were excluded from the consolidation at 31 May 2016 (notes 3, 4 and 5). The investment in Sonae Arauco, SA has been accounted using the equity method as from 31 May 2016. On the date of change of the accounting method, the investment was recognized at a provisional accounting value resulting from the deconsolidation of Sonae Arauco companies from Sonae Indústria's consolidated accounts, which was estimated at EUR 147 304 255. From 1 June 2016, this investment value changed due to the recognition of the Company's share of the following: consolidated net profit of Sonae Arauco, SA; consolidated other comprehensive income for the period; and changes in the remainder of consolidated net shareholders' funds of Sonae Arauco, SA, after being adjusted to comply with the accounting policies of Sonae Indústria and to eliminate the Company's share in gains or losses on transactions between both consolidation perimeters. Due to positive results posted by Sonae Arauco, at 30 September 2016 the investment in Sonae Arauco stood at EUR 156 141 183.

This provisional accounting value of EUR 147 304 255 is subject to correction in the year end 2016 accounts once fair value has been determined for Sonae Arauco.

6. COMPARABILITY OF CONSOLIDATED FINANCIAL STATEMENTS

The comparability of Consolidated Statements of Financial Position at 30 September 2016 and 31 December 2015 was affected by companies excluded from consolidation (note 4) as follows:

ASSETS 30.09.2016 31.12.2015
Consolidation
perimeter as at
30.09.2016
31.12.2015
Effect of
changes in
perimeter
31.12.2015
NON CURRENT ASSETS:
Tangible fixed assets 147 472 134 159 486 497 - 469 293 231 628 779 728
Goodwill 347 081 347 081 - 80 536 951 80 884 032
Intangible assets 315 634 492 840 - 3 710 188 4 203 028
Investment properties 6 314 672 - 6 450 977 6 450 977
Investment in associates - 1 493 139 1 493 139
Investment in joint ventures 156 141 183 - 5 695 259 5 695 259
Investment available for sale 129 870 127 122 - 1 028 591 1 155 713
Deferred tax asset 2 188 748 3 006 427 - 25 351 707 28 358 134
Other non current assets 442 608 459 938 - 344 332 804 270
Total non current assets 313 351 930 n/a n/a 757 824 280
CURRENT ASSETS:
Inventories 17 936 636 17 663 876 - 80 343 697 98 007 573
Trade debtors 20 148 026 13 247 716 - 71 805 293 85 053 009
Other current debtors 271 761 330 703 - 12 871 313 13 202 016
Current tax asset 1 613 794 2 021 731 - 778 038 2 799 769
Other taxes and contributions 2 019 270 1 737 318 - 3 073 977 4 811 295
Other current assets 2 534 050 3 070 477 - 7 336 179 10 406 656
Cash and cash equivalents 3 904 877 5 204 569 - 23 719 901 28 924 470
Total current assets 48 428 414 n/a n/a 243 204 788
Non-current assets held for sale 1 535 588 1 535 588 1 535 588
TOTAL ASSETS 363 315 932 n/a n/a 1 002 564 656

NET SHAREHOLDERS' FUNDS AND LIABILITIES

TOTAL SHAREHOLDERS`FUNDS 74 758 012 n/a n/a 57 669 892
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans - net of current portion 217 094 537 36 362 363 - 17 051 503 53 413 866
Finance lease creditors - net of current portion 1 331 012 1 544 674 - 15 204 920 16 749 594
Other loans - 1 325 632 1 325 632
Post-retirement liabilities 899 294 899 293 - 25 679 339 26 578 632
Other non current liabilities 3 631 959 3 860 910 - 29 728 932 33 589 842
Deferred tax liability 20 576 645 21 466 844 - 33 960 652 55 427 496
Provisions 2 011 494 2 400 067 - 6 955 350 9 355 417
Total non current liabilities 245 544 941 n/a n/a 196 440 479
CURRENT LIABILITIES:
Current portion of non-current bank loans 136 151 110 681 020 - 68 025 738 178 706 758
Current bank loans 2 350 001 109 089 651 - 44 506 614 153 596 265
Current portion of non-current non-convertible bonds 147 987 525 147 987 525
Current portion of non-current finance lease creditors 405 759 393 960 - 5 275 073 5 669 033
Other loans 18 930 - 41 600 257 41 619 187
Trade creditors 26 208 695 21 520 943 - 117 065 405 138 586 348
Current tax liability 2 476 040 1 330 790 - 177 463 1 508 253
Other taxes and contributions 570 383 951 596 - 6 066 899 7 018 495
Other current liabilities 10 865 950 12 673 144 - 59 933 815 72 606 959
Provisions - 1 155 462 1 155 462
Total current liabilities 43 012 979 n/a n/a 748 454 285
LIABILITIES TOTAL 363 315 932 n/a n/a 1 002 564 656

n/a – not applicable.

The Consolidated Statement of Financial Position at 31 December 2015 on the basis of consolidation perimeter as at 30 September 2016 did not include any deconsolidation adjustments regarding the companies that were excluded at 31 May 2016 (note 4).

7. INVESTMENTS

At 30 September 2016 and 31 December 2015, details of Investments, on the Consolidated Statement of Financial position, are as follows:

30.09.2016 31.12.2015
Non current Non current
Investment in group companies excluded from consolidation
Opening balance 36 969 914 36 969 914
Liquidation 36 969 914
Closing balance 36 969 914
Accumulated impairment losses (Note 14) 36 969 914
Net investment in group companies excluded from consolidation
30.09.2016 31.12.2015
Non current Non current
Investment in associated companies
Opening balance
1 493 139
1 354 074
Effect of change in perimeter (note 4)
-1 493 139
Effect of equity method (note 5) 139 065
Closing balance 1 493 139
30.09.2016 31.12.2015
Non current Non current
Investment in joint ventures
Opening balance 5 695 259 7 326 715
Effect of change in perimeter (note 4) -5 695 259
Effect of equity method (note 5) 156 141 183 -1 631 456
Closing balance 156 141 183 5 695 259
30.09.2016 31.12.2015
Non current Non current
Available-for-sale investment
Opening balance 1 171 674 1 144 569
A cquisition 2 224 18 579
Effect of change in perimeter (note 4) -1 048 547
Change in fair value 8 508 8 526
Closing balance 133 859 1 171 674
A ccumulated impairment losses (Note 14) 3 989 15 961
Net available-for-sale investment 129 870 1 155 713

Investments in subsidiaries excluded from consolidation comprise the subsidiary Tarnaise de Panneaux whose liquidation process was filed in 2001 and was concluded in the period ended 30 September 2016.

8. TANGIBLE FIXED ASSETS

At 30 September 2016 and 31 December 2015, movements in tangible assets, accumulated depreciation and impairment losses were as follows:

30.09.2016 31.12.2015
Land and
Buildings
Plant and
Machinery
Vehicles Tools Fixtures and
Fittings
Other
Tangible
Fixed Assets
Tangible Fixed
Assets under
construction
Total tangible
fixed assets
Total tangible
fixed assets
Gross cost:
Opening balance 646 791 354 1 370 041 227 10 931 046 13 196 327 26 896 730 10 287 939 21 556 726 2 099 701 349 2 176 796 117
Changes in consolidation perimeter - 545 967 605 -1 084 104 786 - 8 457 368 - 12 973 716 - 22 926 895 - 9 512 382 - 12 933 945 -1 696 876 697
Capital expenditure 149 455 10 040 470 10 189 925 21 351 990
Disposals 16 127 350 44 216 348 390 211 108 958 614 275 721 067 62 178 209 17 098 510
Reclassifications as investment properties - 37 123 738
Transfers and reclassifications 363 173 5 830 345 382 542 14 704 125 738 162 105 - 8 491 918 - 1 613 311 - 4 005 554
Exchange rate effect 2 566 208 8 339 920 65 027 15 277 64 882 1 503 282 488 11 335 305 - 40 218 956
Closing balance 87 775 235 255 890 358 2 531 036 143 634 3 546 180 218 098 10 453 821 360 558 362 2 099 701 349
Accumulated depreciation and impairment losses
Opening balance 377 423 482 1 034 831 385 10 313 762 12 541 503 25 818 573 9 218 418 774 498 1 470 921 621 1 476 706 696
Changes in consolidation perimeter - 339 676 366 - 839 839 024 - 7 912 407 - 12 402 841 - 22 092 857 - 8 456 307 - 774 498 -1 231 154 300
Depreciations for the period 5 275 026 22 302 536 174 327 95 969 180 558 172 068 28 200 484 61 697 879
Impairment losses for the period - on results 111 280
Disposals 15 463 880 43 944 365 389 269 108 959 612 198 720 884 61 239 555 12 864 956
Reclassifications as investment properties - 30 134 419
Transfers and reclassifications - 7 874 - 7 874 - 3 307 007
Exchange rate effect 849 181 5 385 978 57 946 15 204 57 653 - 110 6 365 852 - 21 287 852
Closing balance 28 407 443 178 736 510 2 244 359 140 876 3 351 729 205 311 213 086 228 1 470 921 621
Carrying amount 59 367 792 77 153 848 286 677 2 758 194 451 12 787 10 453 821 147 472 134 628 779 728

Changes in consolidation perimeter refer to companies excluded from consolidation following the increase in share capital by Sonae Arauco, SA (notes 3 and 4).

At the closing date of these consolidated financial statements, mortgaged tangible fixed assets amounted to EUR 131 867 417 (EUR 299 596 935 at 31 December 2015), as a guarantee of loans amounting to EUR 40 981 494 (EUR 125 910 591 at 31 December 2015).

9. DEFERRED TAXES

At 30 September 2016 and 31 December 2015, Deferred tax asset and Deferred tax liability, on the Consolidated Statement of Financial Position were detailed as follows:

Deferred Tax Assets Deferred Tax Liabilities
30.09.2016 31.12.2015 30.09.2016 31.12.2015
Harmonisation Adjustments 19 604 312 38 104 229
Provisions not Allowed for Tax Purposes 20 484 997 568
Impairment of Assets 210 753 1 233 414
Tax Losses Carried Forward 1 734 158 17 857 583
Defined benefit plans 2 262 330
Derecognized Tangible Fixed Assets 36 378
Revaluation of Tangible Fixed Assets 970 569 14 655 358
Other Temporary Differences 223 353 5 970 861 1 764 2 667 909
2 188 748 28 358 134 20 576 645 55 427 496

In the nine-month periods ended 30 September 2016 and 30 September 2015, movements in Deferred tax asset and Deferred tax liability can be detailed as follows:

Deferred tax assets Deferred tax liabilities
30.09.2016 30.09.2015
Restated
30.09.2016 30.09.2015
Restated
Opening balance 28 358 134 27 754 742 55 427 496 63 291 251
Effect on profit or loss of continuing operation:
Changes in temporary differences affecting profit or loss:
Harmonisation adjusments - 1 477 393 - 1 739 392
Impairment of Assets - 66 207 23 617
Revaluation of tangible assets - 9 791 - 3 631
Tax losses carried forward 158 827 - 1 268 299
Others - 917 388 - 17 688 225 434
Subtotal (note 21) - 824 768 - 1 262 370 - 1 487 184 - 1 517 589
Effect on profit or loss of discontinued operations:
Changes in temporary differences affecting profit or loss:
Harmonisation adjusments
137 795 110 181
Provisions not allowed for tax purposes - 116 222 221 290
Impairment of Assets - 256 828 - 601 560
Tax losses carried forward 1 438 154 531 543
Derecognized tangible assets - 450 - 809
Revaluation of tangible assets 1 886 522 - 1 430 387
Others - 1 682 926 40 780 233 460 345 194
Subtotal - 618 272 191 244 2 257 777 - 975 012
Currency translation effect 43 655 - 131 029 911 553 - 2 621 751
Changes in consolidation perimeter - 24 770 001 - 36 532 997
Closing balance 2 188 748 26 552 587 20 576 645 58 176 899

Changes in consolidation perimeter refer to companies excluded from consolidation in the period ended 30 September 2016 (note 4).

10. CASH AND CASH EQUIVALENTS

At 30 September 2016 and 31 December 2015, detail of Cash and Cash Equivalents, on the Consolidated Statement of Financial Position, was as follows:

30.09.2016 31.12.2015
Cash at Hand 6 454 42 240
Bank Deposits and Other Treasury Applications 3 898 423 28 882 230
Cash and Cash Equivalents on the Consolidated Statement of
Financial Position
3 904 877 28 924 470
Bank Overdrafts 13 116 265
Cash and Cash Equivalents on the Statement of Cash Flows 3 904 877 15 808 205

11. 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 Available
for-sale
Revaluation Remeasurements Conjuntos e Associadas Quota-parte do Outro Rendimento
Integral dos Empreendimentos
Income tax
related to
components
translation financial
assets
Reserve on defined benefit
plans
Que ulteriormente
poderá ser
transferido para
resultado
Que ulteriormente
não poderá ser
transferido para
resultado
of other
comprehensiv
e income
Total
Balance as at 1 January 2016 - 31 461 322 96 733 106 260 850 - 6 260 935 1 388 833 26 238 300 43 785 859
Other consolidated comprehensive income for the period
Change in method
Tranferred to Net consolidated profit/(loss) for the period
Others
1 617 979
36 592 671
1 706 713
8 508
- 105 241
- 99 895 009
1 343
6 218 070
- 87
2 566 322
52 621
33 619 135 - 25 049 855
- 155 063
4 192 809
-35 060 569
36 592 671
1 863 032
Balance as at 30 September 2016 8 456 041 6 367 184 - 42 952 2 618 943 35 007 968 1 033 382 51 373 802
Accumulated other comprehensive income
Atributable to the parent's shareholders
Available
Currency
for-sale
translation
financial
assets
Revaluation Remeasurements Conjuntos e Associadas Quota-parte do Outro Rendimento
Integral dos Empreendimentos
Income tax
related to
components
Reserve on defined benefit
plans
Que ulteriormente
poderá ser
transferido para
resultado
Que ulteriormente
não poderá ser
transferido para
resultado
of other
comprehensiv
e income
Total
Balance as at 1 January 2015 -12 361 951 88 083 107 383 926 -6 520 334 1 386 912 26 611 343 63 365 293
Other consolidated comprehensive income for the period
Others
-10 038 292
2 175
5 144
17
19 028 37 783 268 4 802 -10 033 148
54 469
Balance as at 30 September 2015 -22 398 068 93 244 107 402 954 -6 482 551 1 387 180 26 616 145 53 386 614

Translation reserve transferred to Net consolidated profit / (loss) for the period amounting to EUR -36 592 671 was included under Profit / (loss) from discontinued operations, after taxation, and relates to the companies that were excluded from consolidation at 31 May 2016 (notes 3 and 4).

12. LOANS

As at 30 September 2016 and 31 December 2015, Sonae Indústria had the following outstanding loans:

30.09.2016 31.12.2015
Amortised cost Nominal value Amortised cost Nominal value
Current Non current Current Non current Current Non current Current Non current
Bank loans
Debentures
2 486 152 217 094 537 2 486 152 218 468 555 332 303 023
147 987 525
53 413 866 333 573 440
150 000 000
53 648 577
Obligations under finance leases
Other loans
405 759 1 331 012 405 759 1 331 012 5 669 033
41 619 187
16 749 594
1 325 632
5 669 033
41 954 760
16 749 594
1 325 632
Gross debt 2 891 911 218 425 549 2 891 911 219 799 567 527 578 768 71 489 092 531 197 233 71 723 803
Cash and cash equivalent in
balance sheet
3 904 877 3 904 877 28 924 470 28 924 470
Net debt - 1 012 966 218 425 549 - 1 012 966 219 799 567 498 654 298 71 489 092 502 272 763 71 723 803
Total net debt 217 412 583 218 786 601 570 143 390 573 996 566

At 30 September 2016, loans can be detailed as follows:

12.1. Bank Loans

Company(ies) Loan Contract date Maturity (with reference to
Currency
30.09.2016)
Outstanding
principal at
30.09.2016
(EUR)
Outstanding
principal at
31.12.2015
(EUR)
Sonae Arauco, SA (former
Tableros de Fibras S.A. )
Commercial
paper
programme
July 2010 1) EUR 2 400 000
Sonae Indústria, SGPS, S.A. Bank loan August 2010 fully repaid in July 2016, by
agreeement between the
parties
EUR 1 944 444
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
September 2010 fully repaid in June 2016, as
per contract
EUR 12 500 000
Tafisa Canada Inc. Bank loan
(Revolving )
July 2011 to be repaid from March 2017
to May 2021
CAD 40 981 494 29 572 204
Tafisa Canada Inc. Bank loan July 2011 last payment in April 2016, as
per contract
CAD 334 117
Imoplamac, S.A. Bank loan November 2012 last payment in March 2016,
as per contract
EUR 729 933
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
June 2013 June 2018
Note: programme without
subscription guarantee
EUR 13 650 000
Taiber, Tableros Aglomerados
Ibéricos, S.L.
and Sonae Indústria, SGPS,
S.A.
Bank loan November 2013 1) EUR 39 000 000
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
July 2014 to be repaid from December
2015 to June 2018
EUR 250 000 8 350 000
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
August 2014 1) EUR 93 900 000
Sonae Arauco, SA (former
Tableros de Fibras, S.A. )
and Sonae Indústria, SGPS,
S.A.
Bank loan October 2014 1) EUR 65 000 000
Sonae Indústria, SGPS, S.A. Bank loan October 2014 1) EUR 7 930 000
Sonae Indústria, SGPS, S.A Commercial
paper
programme
February 2015 1) EUR 12 500 000
Sonae Novobord (Pty) Limited Bank loan April 2015 2) ZAR 16 104 270
Sonae Indústria, SGPS, S.A. Bank loan June 2015 1) EUR 60 000 000
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
October 2015 October 2016, renewable EUR 2 350 000 5 000 000
Euroresinas - Indústrias
Químicas, S.A.
Bank loan November 2015 2) EUR 4 000 000
Sonae Indústria, SGPS, S.A. Bank loan December 2015 fully repaid in January 2016,
as per contract
EUR 9 999 481
Taiber, Tableros Aglomerados
Ibéricos, S.L.
Bank loan January 2016 2) EUR N/A
Sonae Indústria, SGPS, S.A. Commercial
paper
programme 3)
May 2016 to be repaid from May 2019 to
May 2021
EUR 175 000 000 N/A
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
July 2016 to be repaid from July 2017 to
July 2018
EUR 1 250 000 N/A
Several companies EUR 1 123 213 4 307 567
Total EUR 220 954 707 387 222 017

1) By agreement between the parties, this loan was revoked with effect from end of May 2016, and all outstanding amounts have been repaid.

2) As a result of the exclusion of the companies mentioned on note 4), these loans are no longer accounted for in the consolidated debt of Sonae Indústria, SGPS, S.A .

3) The shares of subsidiaries Megantic BV and Tafisa Canada Inc were pledged as guarantee for this loan.

All these loans are subject to variable interest rates.

Figures detailed on the previous table correspond to the nominal value of bank loans disclosed on note 12.

At 30 September 2016, in addition to mortgaged tangible fixed assets referred to on note 8, there were other assets amounting to EUR 30 681 903 (EUR 47 975 673 at 31 December 2015) which were pledged as guarantee of the Group's liabilities. These assets consisted mostly of inventories and accounts receivable.

12.2. Bond Issues

Company(ies) Loan Contract date Maturity (with reference to
30.09.2016)
Currency Outstanding
principal at
30.09.2016
(EUR)
Outstanding
principal at
31.12.2015
(EUR)
Sonae Indústria, SGPS, S.A. Sonae Industria /
2014 - 2020
bonds
October 2014 1) EUR 150 000 000

1) In May 2016, by agreement between the parties, Sonae Indústria, SGPS, SA repurchased and amortized all the Bonds "Sonae Indústria / 2014-2020".

This loan was subject to variable interest rate.

12.3. Other loans

Company(ies) Loan Contract date Maturity (with reference to
30.09.2016)
Currency Outstanding
principal at
30.09.2016
(EUR)
Outstanding
principal at
31.12.2015
(EUR)
Several companies Trade receivables August 2012 1) EUR 40 167 419
securitization GBP 475 656

1). By agreement between the parties, this loan was revoked with effect from end of May 2016, and all outstanding amounts have been repaid.

This loan was subject to variable interest rate.

13. OTHER CURRENT LIABILITIES

At 30 September 2016 and 31 December 2015, Other current liabilities on the Consolidated Statement of Financial Position were composed of:

30.09.2016 31.12.2015
Derivatives 218 816 41 908
Tangible fixed assets suppliers 594 792 5 418 520
Other creditors 567 458 2 776 725
Financial instruments 1 381 066 8 237 153
Other creditors 258 463 7 301 250
Accrued expenses:
Personnel expenses 4 152 667 17 002 321
Accrued financial expenses 628 846 6 503 606
Rebates 3 068 414 15 818 462
External supplies and services 434 109 8 005 824
Other accrued expenses 623 856 5 312 168
Deferred income:
Investment subventions 169 601 4 277 243
Other deferred income 148 928 148 932
Liabilities out of scope of IFRS 7 9 484 884 64 369 806
Total 10 865 950 72 606 959

14. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements occurred in provisions and accumulated impairment losses during the period ended 30 September 2016 and 30 September 2015 were as follows:

30.09.2016
Description Opening
balance
Exchange
rate effect
Changes to
perimeter
Increase Utilization Reversion Other
changes
Closing
balance
Impairment losses:
Investment properties 2 259 929 - 2 259 929
Tangible fixed assets 41 690 361 - 25 299 027 - 14 558 715 1 832 619
Goodwill 1 700 000 1 700 000
Intangible assets 366 436 - 319 243 24 028 - 3 923 19 242
Other non-current assets 10 931 182 - 10 931 182
Trade debtors 25 345 784 26 702 - 25 064 264 1 602 068 916 248 - 392 543 601 499
Other debtors 3 502 3 502
Subtotal impairment losses 82 297 194 26 702 - 50 682 534 1 602 068 940 276 - 28 146 292 4 156 862
Provisions:
Litigations in course 1 523 885 - 24 284 - 347 703 421 271 8 018 738 645
Warranties to customers 549 120 - 27 - 607 393 58 300
Restructuring 1 492 766 - 210 000 1 204 917 77 849
Other 6 945 108 - 3 727 360 73 634 329 268 - 1 767 114 1 195 000
Subtotal provisions 10 510 879 - 24 311 - 4 892 456 131 934 1 955 456 - 1 759 096 2 011 494
Subtotal impairment losses and provisions 92 808 073 2 391 - 55 574 990 1 734 002 1 955 456 940 276 - 29 905 388 6 168 356
Other losses:
Investments 36 985 875 - 25 641 13 670 - 36 969 914 3 990
Write-down to net realizable value of inventories 4 401 009 4 872 - 3 354 143 1 170 208 1 319 977 - 1 000 900 969
Total 134 194 957 7 263 - 58 954 774 2 917 880 1 955 456 2 260 253 - 66 876 302 7 073 315
30.09.2015
Description Opening
balance
Exchange
rate effect
Changes to
perimeter
Increase Utilization Reversion Other
changes
Closing
balance
Impairment losses:
Investment properties 2 259 929 2 259 929
Tangible fixed assets 48 044 432 111 245 - 746 221 47 409 456
Goodwill 7 778 921 - 132 458 7 646 463
Intangible assets 30 833 343 271 - 7 668 366 436
Other non-current assets 10 931 182 10 931 182
Trade debtors 26 228 073 - 175 864 1 787 074 1 377 307 - 766 707 25 695 269
Other debtors 3 502 3 502
Subtotal impairment losses 93 016 943 - 308 322 2 241 590 1 377 307 739 333 94 312 237
Provisions:
Litigations in course 1 504 544 21 000 - 36 823 1 446 721
Warranties to customers 541 547 2 226 48 500 7 500 584 773
Restructuring 6 055 072 8 438 1 532 698 5 269 623 2 326 585
Other 4 694 739 1 420 755 340 072 58 047 5 833 469
Subtotal provisions 12 795 901 10 664 3 001 953 5 638 195 21 224 10 191 546
Subtotal impairment losses and provisions 105 812 845 - 297 658 5 243 543 5 638 195 1 377 307 760 557 104 503 785
Other losses:
Investments 36 985 875 36 985 875
Write-down to net realizable value of inventories 4 165 268 - 31 354 2 912 889 1 456 154 - 944 507 4 646 142
Total 146 963 988 - 329 012 8 156 432 5 638 195 2 833 461 - 183 950 146 135 802

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

30.09.2016 30.09.2015
Losses
Gains
Total
Losses Gains Total
Restated Restated Restated
Cost of sales 252 040 106 847 - 145 193 171 815 118 589 - 53 226
(Increase) / decrease in production 113 294 73 909 - 39 385 83 054 90 325 7 271
Provisions and impairment losses 13 110 403 176 390 066 100 027 8 818 - 91 209
Profit / (loss) from discontinued operations 2 539 436 3 631 777 1 092 341 7 801 536 8 253 924 452 388
Total (Consolidated Income Statement) 2 917 880 4 215 709 1 297 829 8 156 432 8 471 656 315 224

15. RELATED PARTIES

Balances and flows with related parties are summarized as follows:

Balances Accounts receivable Accounts payable
30.09.2016 31.12.2015 30.09.2016 31.12.2015
Other subsidiaries of the parent company 194 885 329 705 2 265 015 4 336 245
Joint ventures and associates 701 013 9 527 339 1 889 020 1 836 792
Transactions Income Expenditure
30.09.2016 30.09.2015 30.09.2016 30.09.2015
Restated Restated
Other subsidiaries of the parent company 37 415 1 491 824 395 1 000 570
Joint ventures and associates 17 685 502 21 225 200 22 671 682 16 334 969

16. DISCONTINUED OPERATIONS

Profit / (loss) from discontinued operations, after taxation, on the Consolidated Income Statement for the period ended 30 September 2016 includes the results for the five-month period ended 31 May 2016 of the companies that were classified as joint ventures at that date (notes 3 and 5). Consolidated Income Statement for the period ended 30 September 2015 was restated so as to present the results of these companies for the nine-month period ended 30 September 2015 under this caption, which can be detailed as follows:

30.09.2016 30.09.2015
Sales 339 858 763 627 720 843
Services rendered 830 586 1 747 756
Other income and gains 6 660 223 15 861 833
Cost of sales 167 993 678 331 451 149
(Increase) / decrease in production - 2 711 434 - 1 574 420
External supplies and services 84 495 943 164 868 856
Staff expenses 51 864 328 103 389 231
Depreciation and amortisation 20 069 407 37 606 236
Provisions and impairment losses (increase / reduction) - 748 574 2 123 607
Other expenses and losses 39 799 364 7 945 269
Operating profit / (loss) - 13 413 140 - 479 496
Net finance profit / (loss) - 13 888 033 - 33 784 110
Gains and losses in associated companies 222 216 246 384
Gains and losses in joint ventures 74 869 - 1 228 849
Gains and losses in investments - 13 670
Net profit/(loss) from discontined operations, before taxation - 27 017 758 - 35 246 071
Taxation 3 728 804 1 492 560
Consolidated net profit / (loss) from discontinued operations,
after taxation - 30 746 562 - 36 738 631

In the nine-month period ended 30 September 2016, the detail of Consolidated net profit / (loss) of discontinued operations, after taxation, included under Other expenses and losses EUR 36 592 671 relating the reclassification to profit or loss of the amount that translation reserve of companies excluded from consolidation (notes 3 and 4) reached at 31 May 2016 (date of exclusion) – note 11.

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

30.09.2016 30.09.2015
Operating activities - 10 966 545 - 4 017 385
Investment activities 4 809 572 5 508 589
Financing activities 178 279 233 - 24 433 667

17. OTHER INCOME AND GAINS

Details of Other income and gains on the Consolidated Income Statement for the periods ended 30 September 2016 and 30 September 2015 are as follows:

30.09.2016 30.09.2015
Restated
Gains on disposals of non current investments 925
Gains on disp. and write off of invest. prop., tang. and intang. assets 894 159 112 784
Supplementary revenue 1 487 459 1 210 757
Investment subventions 121 782 122 169
Tax received 24 844
Positive exchange gains 1 739 931 1 963 002
Others 317 316 822 077
4 585 491 4 231 714

18. OTHER EXPENSES AND LOSSES

Details of Other expenses and losses on the Consolidated Income Statement for the periods ended 30 September 2016 and 30 September 2015 are as follows:

30.09.2016 30.09.2015
Restated
Taxes 1 030 860 948 466
Losses on disp. and write off of invest. prop., tang. and intang. assets 279 217 63 739
Negative exchange gains 1 347 538 1 692 936
Others 1 109 585 434 262
3 767 200 3 139 403

19. UNDERLYING AND NON-UNDERLYING ITEMS

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

30.09.2016 30.09.2015
Recurring Recurring
Restated
Sales 181 635 279 174 711 523
Services rendered 1 010 101 825 199
Other income and gains 3 685 847 3 253 291
Cost of sales 95 482 491 97 424 789
(Increase) / decrease in production 490 377 - 241 677
External supplies and services 36 278 215 35 694 838
Staff expenses 18 748 238 18 154 409
Impairment losses in trade debtors (increase/reduction) - 1 491 - 20 035
Other expenses and losses 3 504 516 3 072 232
Recurring operating profit/(loss) before amortization,
depreciation, provisions and impairment losses
(except trade debtors)
31 828 881 24 705 457
Non-Recurring operating profit/(loss) before
amortization, depreciation, provisions and impairment
losses (except trade debtors)
24 550 - 880 709
Total operating profit/(loss) before amortization,
depreciation, provisions and impairment losses
(except trade debtors)
31 853 431 23 824 748

20. FINANCIAL RESULTS

Financial results for the periods ended 30 September 2016 and 30 September 2015 were as follows:

30.09.2016 30.09.2015
Restated
Financial expenses:
Interest expenses
related to bank loans and overdrafts 7 963 441 8 001 243
related to non convertible bonds 5 315 242 5 292 974
related to finance leases 65 202 11 118
related to loans from related parties 106 683 3 324 099
others 151 426 4 952
13 601 994 16 634 386
Losses in currency translation
related to loans 329 786 1 065 649
related to cash and cash equivalents 1 066 940
1 396 726 1 065 649
Cash discounts granted 1 378 929 1 251 554
Other finance losses 1 314 455 811 858
17 692 104 19 763 447
30.09.2016 30.09.2015
Financial income: Restated
Interest income
related to bank loans 16 075 48 795
related to loans to related parties 2 964 350 17 733 491
2 980 425 17 782 286
Gains in currency translation
related to loans 286 995 784 669
related to cash and cash equivalents 990 539
1 277 534 784 669
Cash discounts obtained 69 878 81 222
Other finance gains 70 628 68 962
4 398 465 18 717 139
Finance profit / (loss) - 13 293 639 - 1 046 308

21. TAXES

Corporate income tax accounted for in the periods ended 30 September 2016 and 30 September 2015 is detailed as follows:

30.09.2016 30.09.2015
Restated
Current tax 7 484 716 4 079 358
Deferred tax - 662 416 - 255 219
6 822 300 3 824 139

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, Canada and South Africa.

Until 31May 2016, identifiable reportable segments were as follows:

  • Northern Europe;
  • Southern Europe;
  • Rest of the World.

Following the increase in share capital on 31 May 2016, described on note 3, companies referred to on note 4 were excluded and the system of internal report to chief operating decision maker was significantly changed. Geographical segmentation loose relevance and

the Group focused on type of business. Secondary activities are materially irrelevant as far as segmental report is concerned and the Group decided to present one only segment.

23. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issuance 10 November 2016.

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