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Sonae SGPS

Interim / Quarterly Report Jul 31, 2012

1901_ir_2012-07-31_c9d0b818-a873-45ef-bad5-4087e7c0f3d2.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 2012

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

Highlights of Financial Performance:

  • Comparing 1H12 with 1H11:
  • o Turnover increased by 1%, from 708 to 712 million Euros
  • o Recurrent EBITDA margin recovered 0.4 pp reaching 7.8%
  • o Net losses declined from 45 to 18 million Euros
  • o Net Debt to Recurrent EBITDA ratio improved from 7.7x to 6.3x
  • Comparing 2Q12 with 1Q12:
  • o Turnover decreased by 3%, to 350 million Euros
  • o Recurrent EBITDA dropped 2.1pp to 24 million Euros
  • o Net Debt reduced 15 million Euros to 696 million Euros
KEY FIGURES (Euro Millions) 1H11 1H12 1H12/
1H11
2Q11 1Q12 2Q12 2Q12/
1Q12
2Q12/
2Q11
Consolidated Turnover 708 712 1% 356 361 350 (3%) (2%)
EBITDA 51 52 2% 34 30 22 (26%) (34%)
Recurrent EBITDA 53 55 5% 35 32 24 (26%) (33%)
Recurrent EBITDA Margin % 7,4% 7,8% 0,4 pp 9,9% 8,8% 6,7% ‐2,1 pp ‐3,2 pp
Net Profit/(Loss) attributable to Shareholders (45) (18) 61% (24) (3) (14) n.a. 41%
Net Debt 728 696 (4%) 728 711 696 (2%) (4%)
Net Debt/Recurrent EBITDA 7,7 6,3 n.a. 7,7 5,8 6,3 n.a.

Message from the President of the Executive Committee: Belmiro de Azevedo

"During the last quarter macroeconomic conditions in Europe deteriorated, stopping the trend towards the profitability improvement we experienced over the last years. The Euro area faced a slowdown of activity, namely in Germany as a consequence of a weaker demand from the main furniture producers as a result of decreasing levels of export activity to neighbour countries. Additionally, the uncertainty of the financial system continues deteriorating internal consumption, affecting particularly customers from our Iberian plants. Fortunately, we have been able to compensate this lack of internal demand by exporting to more dynamic markets.

Our volumes sold in 2Q12 declined by 4% and consolidated turnover reached 350 million Euros, a decrease of 3%, when compared to the previous quarter. Additionally, the new supply chain management approach enabled to reduce the stocks level, however resulting in some additional production stoppages. These combined factors led to a recurrent EBITDA margin decline of 2.1pp to 6.7%.

Nevertheless, when compared to 1H11, despite lower volumes sold, 1H12 shows a positive evolution in terms of recurrent EBITDA.

Unfortunately, the situation in the UK plant, following the fire that occurred in June 2011, did not improve during 2Q12. The long delays to reconstruct the plant due to the difficulties in obtaining the necessary planning approvals, coupled with the current economic climate and the downturn in the construction industry, led the plant to an unsustainable situation. Therefore, as previously announced, Sonae Indústria (UK) Ltd will enter into consultations with employee and trade union representatives regarding the future of its operations in Knowsley. Nevertheless, it is our intention to continue supplying the UK market.

I count on the Sonae Indústria team to continue bringing into reality all the initiatives, actions and projects in several areas of the Group, in order to reinforce the sustainability of the company and bring it back to profitability, as soon as possible."

Geographical Review of Operations

Beginning of April, we implemented a new organization model based on a more centralized business structure which consolidates Iberia, France and Germany in a "Continental Europe" Region. As a consequence, this quarter we are reporting our activity in two segments: 1) Europe, which includes the above referred Continental Europe and UK and 2) Rest of the World composed by Canada and South Africa. Therefore, the details by region were updated accordingly.

Europe (Iberia, Germany, France and UK)

The performance in Iberia, Germany, France and UK was particularly affected by the macroeconomic situation, namely the austerity measures in some of the countries where we operate.

* Europe = Iberia, France, Germany and UK, excluding intercompany group sales

Iberia continued to experience a difficult market situation. The number of new housing permits granted in Portugal and in Spain is much below last year (31%i and 35%ii, respectively). In spite of this, volumes sold from Iberia in 1H12, compared to 1H11, remained flat, being helped by the export markets, and turnover increased by 2% to 207 million Euros. As a result, we were able to maintain a recurrent EBITDA margin at the level of 8.3%, despite having faced variable cost increases. During 2Q12, comparing to 1Q12, volumes sold recovered by 5% enabling us to reach 106 million Euros of Turnover. However, recurrent EBITDA margin declined 2.5pp to 7.1% due to a worse product mix and higher costs.

In Germany, new house construction permits are 3%iii below last year, indicating that the market is weaken, opposite to the positive trend experienced at the end of last year. Comparing 1H12 with 1H11, volumes sold dropped by 4% and turnover fell by 3%. However, operational efficiency gains and better product mix led to a 1.2pp recovery in the recurrent EBITDA margin. During 2Q12, compared to 1Q12, volumes sold dropped by 9% which led to 8% lower turnover. This lower activity prevented the dilution of fixed costs and resulted in a decline of 2.4pp recurrent EBITDA margin.

In France, demand from the construction and furniture segments remains weak, and housing permits are 2%iv below last year. Comparing 1H12 with 1H11, turnover decreased by 2% mainly due to 11% lower volumes sold. Despite lower activity and 8% higher variable costs, operational efficiency gains and an upward pressure on product prices enabled us to recover 1.9pp in the recurrent EBITDA margin. Comparing 2Q12 with 1Q12, turnover dropped by 20% due to 28% lower volumes sold caused by some extraordinary plant stoppages. This effect combined with 11% higher production costs led to a 7.3pp decline of the recurrent EBITDA margin.

In the UK, new housing orders decreased by 21%v and construction sector deteriorated further. In 2Q11, there was a fire at our UK plant, which interrupted normal production activity since then. Over the last months, we faced several delays in the reconstruction process due to the lack of the necessary approvals. This has led to a lower capacity utilization and profitability

problems. Therefore, as previously announced, we decided to enter into consultations with employee and trade union representatives regarding the future of the operations in Knowsley.

In Europe, comparing 1H12 with 1H11, turnover slightly declined to 568 million Euros. However, recurrent EBITDA improved by 0.8pp, reaching 6.9% of turnover, illustrating operational efficiency gains, product management and customer service improvements achieved. Quarter on quarter, turnover decreased by 7% to 274 million Euros, and the recurrent EBITDA margin dropped 3.2pp, mainly due to lower activity in Germany, France and in the UK, which prevented us from diluting fixed costs.

Rest of the World (Canada and South Africa)

Our performance in Canada and South Africa reflects a combination of mixed market trends and some specific impacts which make direct comparisons difficult.

In North America, US housing starts increased by 26%vi while Canadian housing starts moved by 9%vii up. Compared to 1H11, 1H12 volumes sold increased by 7% which led to 16% higher turnover in local currency. However, Recurrent EBITDA margin remained at similar level in percentage due to higher costs, but improved 17% in absolute terms. In 2Q12, volumes sold were 14% above 1Q12 which resulted in 16% higher turnover (in local currency). The stronger activity combined with efficiencies and price improvement, led to an increase of 5pp Recurrent EBITDA margin.

In South Africa, residential building permits posted an increase of 4%viii. Volumes sold in 2Q12, when compared to 1Q12, increased by 9% and turnover in local currency moved 6% up. In spite of this, during 2Q12 we had to stop the production for 3 weeks due to an (exceptional) maintenance and 2 weeks for the works in the expansion of the MDF line. As a result, recurrent EBITDA margin declined by 3pp. Comparing 1H12 with 1H11, volumes sold and turnover in local currency increased by 9%. However, the recurrent EBITDA margin is 6pp lower, as a result of 9% higher production costs (in local currency), particularly chemicals and electricity.

For the Rest of the World, comparing 1H12 to 1H11, turnover moved 13% up but recurrent EBITDA margin decreased by 2.5pp to 11.7% due to the higher variable costs. Compared to 1Q12, 2Q12 turnover recovered by 12% as a result of a much stronger activity in Canada.

Financial Review of 1H12

Compared to 1H11, consolidated turnover for 1H12 marginally increased to 712 million Euros despite a reduction of approximately 3% in volumes sold. Price adjustments compensated the variable cost increases which resulted in a slightly increase of the recurrent EBITDA margin reaching 7.8% of turnover.

Consolidated turnover in 2Q12 totalled 350 million Euros, representing a 3% decrease compared to 1Q12. The Recurrent EBITDA margin dropped 2.1pp to 6.7% mainly due to the lower activity in Germany and France.

PROFIT & LOSS ACCOUNT (Euro Millions) 1H11 1H12 1H12/
1H11
2Q11 1Q12 2Q12 2Q12/
1Q12
2Q12/
2Q11
Consolidated Turnover 708 712 1% 356 361 350 (3%) (2%)
Other Operational Income 20 22 6% 12 13 9 (30%) (24%)
EBITDA 51 52 2% 34 30 22 (26%) (34%)
Recurrent EBITDA 53 55 5% 35 32 24 (26%) (33%)
Recurrent EBITDA Margin % 7,4% 7,8% 0,4 pp 9,9% 8,8% 6,7% ‐2,1 pp ‐3,2 pp
Depreciation and amortisation (44) (41) 7% (22) (20) (20) (2%) 5%
Provisions and Impairment Losses (35) (1) 97% (28) (0) (1) n.a. 96%
Operational Profit (17) 12 171% (10) 11 1 (88%) 113%
Net Financial Charges (25) (27) (10%) (14) (13) (14) (2%) (2%)
o.w. Net Interest Charges (14) (16) (14%) (7) (8) (8) 1% (5%)
o.w. Net Financial Discounts (6) (8) (20%) (3) (4) (4) (8%) (16%)
Profit before taxes(EBT) (42) (15) 64% (23) (3) (13) n.a. 46%
Taxes (4) (3) 28% (1) (1) (2) (123%) (63%)
o.w. Current Tax (1) (3) (205%) (0) (1) (2) n.a. n.a.
Net Profit/(Loss) attributable to Shareholders (45) (18) 61% (24) (3) (14) n.a. 41%

Total EBITDAix in 1H12 reached 52 million Euros (which includes around 3 million Euros non recurrent costs) and was slightly above 1H11.

1H12 consolidated net losses attributable to Sonae Indústria shareholders were 18 million Euros, an improvement of 27 million Euros compared with 1H11.

Additions to Fixed Assets in 1H12 were 16 million Euros, of which 10 million Euros are mostly related to investments in maintenance, Health & Safety and Environmental improvements. Around 6 million Euros are related to the reconstruction of the UK plant, which were financed under the insurance program.

Net Debt in 1H12 reached 696 million Euros, 32 million Euros lower than 1H11. Nevertheless, net interest charges for 1H12 are 2 million Euros above 1H11, due to the higher interest rate.

During 1H12, Working Capitalx increased by 8 million Euros when compared to the end of 2011, due to the normal seasonal effect but reached 33 million Euros below 1H11, which shows the tight working capital management and resulted in a 32 million Euros Net Debt (when compared to 1H11).

BALANCE SHEET (EuroMillions) 1H11 9M11 2011 1Q12 1H12
Non Current Assets 1.081 1.049 1.064 1.054 1.049
Tangible Assets 935 905 915 905 903
Goodwill 93 93 93 93 93
Deferred Tax Assets 36 34 38 37 38
Other Non Current Assets 17 17 18 19 16
Current Assets 398 398 368 407 385
Inventories 147 145 137 142 138
Trade Debtors 202 191 158 200 198
Cash& Investments 14 10 24 19 16
Other Current Assets 34 52 48 46 32
Total Assets 1.478 1.447 1.432 1.461 1.435
Shareholders' Funds 244 231 236 233 222
Minority Interests 0 0 0 0 0
Shareholders' Funds + Minority Interests 244 232 236 233 222
Interest Bearing Debt 742 734 739 730 712
Short term 116 106 157 343 348
L‐Mterm 626 628 581 386 364
Trade Creditors 174 168 161 201 194
Other Liabilities 318 313 296 297 306
Total Liabilities 1.234 1.215 1.196 1.228 1.213
Total Liabilities, Shareholders' Funds and
Minority Interests
1.478 1.447 1.432 1.461 1.435
Net Debt 728 724 715 711 696
Workig Capital 175 168 134 141 142

Looking Forward

3Q12 activity is likely to be affected by the normal summer shut downs in the Northern Hemisphere and therefore we expect to sell lower volumes in all countries where we operate with the exception of South Africa.

We will continue trying to minimise production costs, supported by further operational efficiency gains and a more flexible management of our wood supply.

We are working in new marketing initiatives in order to adequate our value proposition to customer needs, especially in the value added market segments, in terms of product portfolio and service offer.

We will monitor closely the macroeconomic evolution in the markets where we operate in order to ensure an adequate relation between supply and demand.

The Board of Directors

i Source: Instituto Nacional de Estatística, July 2012 ("Nova habitação residencial", from January till May 2012, when compared to the previous year)

ii Source: Ministerio de Fomento, July 2012 (from January till April 2012, when compared to the previous year) iii Source: German Federal Statistical Office, July 2012 (from January till April 2012, when compared to the previous year)

iv Source: Service économie statistiques et prospective (Ministère de l'Écologie, de l'Energie, du Développement durable et de l'Aménagement du territoire), June 2012 (from January till May 2012, when compared to the previous year)

v Source: Office for National Statistics UK, June 2012 (for the 1Q12, when compared to the previous year) vi Source: RISI, June 2012 (from January till May 2012, when compared to the previous year)

vii Source: Canada Mortgage and Housing Corporation, July 2012 (from January till May 2012, when compared to the previous year)

viii Source: Statistics South Africa, July 2012 (from January till April 2012, when compared to the previous year) ix EBITDA = EBIT + D&A + (Provisions and impairment losses - Impairment Losses in trade receivables + Reversion

of Impairment Losses in trade receivables)

x Working Capital = Inventories + Trade Debtors – Trade Creditors

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

AND

STATEMENT IN ACCORD WITH ART 246 CMVM CODE

QUALIFIED SHAREHOLDINGS

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

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(1) Belmiro Mendes de Azevedo holds shares representative of around 99.99% of the share capital and voting rights of Efanor Investimentos, SGPS, SA

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

Acquisitions Sales
Date amount € average value amount € average value 30.06.2012
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
30.06.2012
Date amount € average value amount € average value 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

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 2012 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 2012 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

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 30 JUNE 2012 AND 31 DECEMBER 2011

(Amounts expressed in Euros)

ASSETS Notes 30.06.2012 31.12.2011
Non Audited
NON CURRENT ASSETS:
Tangible assets 5 903 013 027 915 418 700
Goodwill 92 956 947 92 620 183
Intangible assets 5 7 989 038 8 576 779
Investment properties 1 335 344 1 357 473
Associated undertakings and non consolidated undertakings 2 335 418 2 360 890
Investment available for sale 1 081 317 1 069 440
Deferred tax asset 37 590 361 37 874 949
Other non current assets 2 228 407 3 606 230
Total non current assets 1 048 529 859 1 062 884 644
CURRENT ASSETS:
Inventories 138 213 827 137 414 763
Trade debtors 198 237 330 158 400 706
Other current debtors 6 6 557 035 13 132 676
State and other public entities 8 826 165 13 628 325
Other current assets 7, 10 16 926 085 21 664 946
Cash and cash equivalents 8 16 346 698 23 570 163
Total current assets 385 107 140 367 811 580
Non-current assets held for sale 921 385 911 164
TOTAL ASSETS 1 434 558 384 1 431 607 388
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 - 478 154 267 - 460 542 177
Accumulated other comprehensive income - 3 320 304 - 7 045 530
Total 221 657 186 235 544 050
Non-controlling interests 154 692 332 511
TOTAL SHAREHOLDERS`FUNDS
TOTAL SHAREHOLDERS FUNDS
221 811 878
221 811
235 876 561
235 876
LIABILITIES:
NON CURRENT LIABILITIES:
Long term bank loans - net of short-term portion 9 102 898 976 155 127 941
Non convertible debentures 9 218 375 089 287 993 050
Long term Finance Lease Creditors - net of short-term portion 9 37 117 519 39 494 029
Other loans 9 5 949 320 98 597 712
Post-retirement liabilities 24 829 268 24 960 203
Other non current liabilities 74 013 701 77 332 116
Deferred tax liabilities 64 809 836 64 258 210
Provisions 12 13 928 631 14 327 908
Total non current liabilities 541 922 340 762 091 169
CURRENT LIABILITIES:
Short term portion of long term bank loans 9 137 155 423 111 796 391
Short term bank loans 9 27 682 312 24 554 807
Short term portion of long term non convertible debentures 9 85 000 000 15 000 000
Short term portion of Finance Lease Creditors 9 4 792 494 4 593 444
Other loans 9 93 239 503 1 477 788
Trade creditors 194 412 360 161 475 903
Taxes and Other Contributions Payable 18 787 257 13 211 850
Other current liabilities 10, 11 109 579 377 101 325 866
Provisions 12 175 440 203 609
Total current liabilities 670 824 166 433 639 658
TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 1 434 558 384 1 431 607 388

The notes are an integral part of the consolidated financial statements

The Board of Directors

CONSOLIDATED INCOME STATEMENTS

FOR THE PERIODS ENDED AT 30 JUNE 2012 AND 2011

(Amounts expressed in Euros)

Notes 30.06.2012
Non Audited
2nd. Quarter 2012
Non Audited
30.06.2011
Non Audited
2nd. Quarter 2011
Non Audited
Sales 17 709 406 156 349 533 450 706 160 153 355 920 028
Services rendered 2 096 509 835 143 1 752 846 417 219
Other income and gains 13 21 578 400 8 882 287 20 270 040 11 688 384
Cost of sales 371 549 481 183 234 209 370 954 205 183 568 733
(Increase) / decrease in production - 4 191 313 - 1 648 827 - 12 670 732 - 8 411 603
External supplies and services 190 437 496 94 499 073 188 222 660 91 460 286
Staff expenses 112 455 700 56 110 693 113 525 416 58 317 665
Depreciation and amortisation 40 631 702 20 470 096 43 504 055 21 626 501
Provisions and impairment losses (increase / reduction) 12 1 095 298 1 091 235 34 840 204 27 745 523
Other expenses and losses 14 8 948 939 4 209 980 6 999 928 3 523 975
Operating profit / (loss) 17 12 153 762 1 284 421 - 17 192 697 - 9 805 449
Financial expenses 15 36 623 691 18 956 865 40 913 411 19 176 400
Financial income 15 9 506 904 5 232 230 16 226 547 5 658 275
Gains and losses in associated companies
Gains and losses in investments
- 212 982 - 212 982 - 20 728 - 45 373
- 127
Net profit/(loss) before tax - 15 176 007 - 12 653 196 - 41 900 289 - 23 369 074
Taxation 16 2 733 582 1 886 692 3 774 768 1 158 503
Consolidated net profit / (loss) afer taxation - 17 909 589 - 14 539 888 - 45 675 057 - 24 527 577
Profit / (loss) after taxation from descontinued operations - - -
Consolidated net profit / (loss) for the period
Attributable to:
- 17 909 589 - 14 539 888 - 45 675 057 - 24 527 577
Equity Holders of Sonae Industria - 17 688 950 - 14 364 203 - 45 111 538 - 24 219 351
Minority Interests - 220 639 - 175 685 - 563 519 - 308 226
Profit/(Loss) per share
Excluding discontinued operations:
Basic - 0.1263 - 0.1026 - 0.3222 - 0.1730
Diluted - 0.1263 - 0.1026 - 0.3222 - 0.1730
From discontinued operations:
Basic - - - -
Diluted - - - -

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE PERIODS ENDED 30 JUNE 2012 AND 2011

(Amounts expressed in Euros)

30.06.2012
Non Audited
1st quarter 2012
Non Audited
30.06.2011
Non Audited
2rd. Quarter
Non Audited
Net profit / (loss) for the period (a) - 17 909 589 - 14 539 888 - 45 675 057 - 24 527 577
Other comprehensive income
Change in currency translation reserve 3 791 253 3 440 534 - 9 209 359 - 2 240 422
Change in fair value of available-for-sale financial assets
Change in fair value of cash flow hedge derivatives
Gains on property revaluation
Actuarial gains / (losses) on defined benefit plans
Share of other comprehensive income of associates
Income tax related to components of other comprehensive income
- 23 037 - 23 037 - 20 773 - 20 773
Other comprehensive income for the period, net of tax (b) 3 768 216 3 417 497 - 9 230 132 - 2 261 195
Total comprehensive income for the period (a) + (b) - 14 141 373 - 11 122 391 - 54 905 189 - 26 788 772
Total comprehensive income attributable to:
Equity holders of Sonae Industria - 13 963 724 - 10 986 557 - 54 228 875 - 26 454 113
Non-controlling interests - 177 649 - 135 834 - 676 314 - 334 659
- 14 141 373 - 11 122 391 - 54 905 189 - 26 788 772

The notes are an integral part of the consolidated financial statements

The board of directors

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS` FUNDS AT 30 JUNE 2012 AND 2011

(Amounts expressed in Euros)

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The notes are an integral part of the consolidated financial statements

The board of directors

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED AT 30 JUNE 2012 AND 2011 2012

(Amounts expressed in Euros)

OPERATING ACTIVITIES Notes 30 06 2012 30.06.2012 30 06 2011 30.06.2011
Net cash flow from operating activities (1)
p
g
(
61 858 470 10 134 857
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 141 684 684 335 912
T
Tangible and intangible assets
ibl
d i t
ibl
t
2 330 009 009 2 190 694
Investment subventions 152 455 181 425
Others 75 099
2 624 148 2 783 130
Cash Payments arising from:
Investments 192 500
Tangible and intangible assets assets 23 258 960 960 10 478 209
23 451 460 23 451 460 10 478 209 10 478 209
Net cash used in investment activities (2) - 20 827 312 - 7 695 079
FINANCING ACTIVITIES
C
Cash receipts arising from:
h
i
ii
f
Interest and similar income 942 474 48 183
Loans obtained 1 794 878 101 2 287 641 330
Others 3 220 892
1 795 820 575
1 795 820 575
2 290 910 405
2 290 910 405
Cash Payments arising from:
Cash Payments arising from:
I t
Interest and similar charges
t
d i
il
h
18 941 079 079 17 404 039
Loans obtained 1 826 862 695 2 281 731 791
Dividends 48
Finance leases - repayment of principal
py
p
p
2 209 773 2 047 989
Others 1 290 182 1 290 182 1 992 256 1 992 256
1 849 303 729
1 849 303 729
2 303 176 123
2 303 176 123
Net cash used in financing activities (3) - 53 483 154 - 12 265 718
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) - 12 451 996 996 - 9 825 940 940
Effect of foreign exchange rate - 101 026 - 56 089
Cash and cash eq i alents at the beginning of the period
equivalents
period
1 015 356 356 3 334 720
C
h
d
h
i
l
t
t th
d
f th
i d
Cash and cash equivalents at the end of the period
8 - 11 335 614 11 335 614 - 6 435 131 6 435 131

The notes are an integral part of the consolidated financial statements

The board of directors

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2012 (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 30 June 2012 and 2011 were not subject to a limited revision carried out by the company's statutory external auditor.

2. ACCOUNTING POLICIES

The present 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 2011.

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 2011.

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 on 1 January 2012 and endorsed by the European Union.

In the period ended 30 June 2012 there were no changes to the accounting standards used for preparing the consolidated financial statements for fiscal year 2011.

2.3. Translation of financial statements of foreign companies

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

30.06.2012 31.12.2011 30.06.2011
Closing
rate
Average
rate
Closing
rate
Average
rate
Closing
rate
Average
rate
Great Britain Pound 0.8068 0.8222 0.8353 0.8676 0.9026 0.8678
South African Rand 10.3670 10.2902 10.4833 10.0523 9.8571 9.6787
Canadian Dollar 1.2871 1.3038 1.3215 1.3753 1.3951 1.3699
American Dollar 1.2590 1.2961 1.2939 1.3910 1.4453 1.4018
Swiss Franc 1.2030 1.2048 1.2156 1.2306 1.2071 1.2685
Polish Zloty 4.2488 4.2423 4.4579 4.1056 3.9903 3.9521

Source: Bloomberg

3. RELEVANT EVENTS

On 11 April 2012 a fire broke out at the wood particle preparation area of Linx industrial plant, in France. As a consequence, the particleboard production, which resumed operation at the beginning of June, was interrupted for almost two months.

Damage caused by the fire, including disabled assets and operating constraints, are covered by an insurance policy for property damage and business interruption, according to which the company will receive compensation for the amounts paid for the acquisition or repair of assets that prove necessary for regaining its operational capacity and for the operating losses incurred as a consequence of existing operating restraints until the moment they are fixed, deducted from an overall amount of EUR 1 000 000.

These consolidated financial statements include an estimated compensation corresponding to the operating losses incurred over the period ended 30 June 2012, recognized for EUR 1 500 000 under Other Current Assets, on the Consolidated Statement of Financial Position, and under Other Operating Income and Gains, on the Consolidated Income Statement. This estimation was calculated by the company taking into consideration the terms of the insurance policy, including lost gross operating margin and the increase in costs that were necessary for keeping the company's operating activity and it is subject to adjustment resulting from analysis carried out by the insurance companies.

4. COMPANIES INCLUDED IN CONSOLIDATION PERIMETER

During the period ended 30 June 2012 there were not any changes to the companies included in consolidation perimeter.

5. TANGIBLE AND INTANGIBLE FIXED ASSETS

During the periods ended 30 June 2012 and 31 December 2011, movements in tangible and intangible assets, accumulated depreciation and impairment losses were as follows:

5.1. Tangible fixed assets

30.06.2012 31.12.2011
Gross cost:
Opening balance 2 348 509 630 2 413 275 438
Capital expenditure 19 704 037 38 032 207
Disposals 8 592 305 87 435 215
Transfers and reclassifications - 517 615 - 585 825
Exchange rate effect 14 088 745 - 14 776 975
Closing balance 2 373 192 492 2 348 509 630
Accumulated depreciation and impairment losses
Opening balance 1 433 090 930 1 429 744 332
Depreciations for the period 39 039 621 80 671 570
Impairment losses for the period 12 880 589
Disposals 8 310 285 85 294 169
Reversion of impairment losses for the period 181 464
Transfers and reclassifications 9 551
Exchange rate effect 6 359 199 - 4 739 479
Closing balance 1 470 179 465 1 433 090 930
Carrying amount 903 013 027 915 418 700

During the periods ended 30 June 2012 and 31 December 2011 no interest paid or any other financial charges were capitalised, in accordance with conditions defined in note 2.9 to consolidated financial statements of fiscal year 2011.

Charges to impairment losses are detailed in note 12.

5.2. Intangible fixed assets

30.06.2012 31.12.2011
Total Total
Gross cost:
Opening balance 25 207 144 23 733 199
Changes in consolidation perimeter
Capital expenditure 1 884 691 3 336 917
Disposals 2 048 786 1 432 378
Revaluation
Transfers and reclassifications 1 104 176 - 164 892
Exchange rate effect 83 791 - 265 702
Closing balance 26 231 016 25 207 144
Accumulated depreciation and impairment losses
Opening balance 16 630 365 13 613 777
Changes in consolidation perimeter
Amortization for the period 1 569 952 3 215 372
Impairment losses for the period
Disposals
Reversion of impairment losses for the period
Transfers and reclassifications - 424 - 141
Exchange rate effect 42 085 - 198 643
Closing balance 18 241 978 16 630 365
Carrying amount 7 989 038 8 576 779

Charges to impairment losses are detailed in note 12.

6. OTHER CURRENT DEBTORS

At 30 June 2012 and 31 December 2011, details of Other current debtors on the Consolidated Statement of Financial Position were as follows:

30.06.2012 31.12.2011
Gross Value Impairment Net Value Gross Value Impairment Net Value
Other debtors 4 332 615 19 628 4 312 987 10 964 392 19 628 10 944 764
Financial Instruments 4 332 615 19 628 4 312 987 10 964 392 19 628 10 944 764
Other debtors 2 244 048 2 244 048 2 187 912 2 187 912
Assets out of scope of IFRS 7 2 244 048 2 244 048 2 187 912 2 187 912
Total 6 576 663 19 628 6 557 035 13 152 304 19 628 13 132 676

7. OTHER CURRENT ASSETS

At 30 June 2012 and 31 December 2011, details of Other current assets on the Consolidated Statement of Financial Position were as follows:

30.06.2012 31.12.2011
Gross Value Impairment Net Value Gross Value Impairment Net Value
Derivatives instruments 95 361 95 361 2 050 956 2 050 956
Financial Instruments 95 361 95 361 2 050 956 2 050 956
Accrued income 13 321 389 13 321 389 14 587 610 14 587 610
Deferred expenses
Others
3 509 335 3 509 335 5 026 380 5 026 380
Assets out of scope of IFRS 7 16 830 724 16 830 724 19 613 990 19 613 990
Total 16 926 085 16 926 085 21 664 946 21 664 946

Accrued income includes an estimated EUR 7.5 million related to insurance compensation that was recognized in connection with the accidents occurred in subsidiaries, which are described on note 3 to these consolidated financial statements and on note 3 to the consolidated financial statements for fiscal year 2011.

8. CASH AND CASH EQUIVALENTS

At 30 June 2012 and 31 December 2011, detail of Cash and Cash Equivalents was as follows:

30.06.2012 31.12.2011
Cash at Hand 65 239 67 342
Bank Deposits and Other Treasury Applications
Impairment in Treasury Applications
16 281 459 23 502 821
Cash and Cash Equivalents on the Balance Sheet 16 346 698 23 570 163
Bank Overdrafts 27 682 312 22 554 807
Cash and Cash Equivalents on the Statement of Cash Flows - 11 335 614 1 015 356

9. LOANS

As at 30 June 2012 and 31 December 2011 Sonae Indústria had the following outstanding loans:

30.06.2012 31.12.2011
Amortised cost Nominal value
a
Amortised cost Nominal value
Current Non current Current Non current Current Non current Current Non current
Bank loans 164 837 735 102 898 976 165 664 404 v
103 450 639
136 351 198 155 127 941 136 465 283 156 731 858
Debentures
Obligations under finance leases
Other loans
85 000 000
4 792 494
93 239 503
218 375 089
37 117 519
5 949 320
85 000 000
4 792 494
93 239 503
220 000 000
37 117 519
5 949 320
15 000 000
4 593 444
1 477 788
287 993 050
39 494 029
98 597 712
15 000 000
4 593 444
1 477 788
290 000 000
39 494 029
98 597 712
Gross debt 347 869 732 364 340 904 348 696 401 366 517 478 157 422 430 581 212 732 157 536 515 584 823 599
Cash and cash equivalent in balance 16 346 698 16 346 698 23 570 163 23 570 163
Net debt 331 523 034 364 340 904 332 349 703 366 517 478 133 852 267 581 212 732 133 966 352 584 823 599
Total net debt 695 863 938 698 867 181 715 064 999 718 789 951

During the period ended 30 June 2012 the Group decided to refinance the ongoing securitization facility, with an amount up to EUR 125.0 million and maturity in May 2014. As a consequence, this loan, which amounted to EUR 91.7 million at the closing date of these consolidated financial statements, was reclassified from Other Loans, under non-current liabilities, to Other Loans, under current liabilities.

10. FINANCIAL DERIVATIVES

At 30 June 2012 and 31 December 2011, the fair value of derivative instruments is stated as follows:

Other current assets Other current liabilities
30.06.2012 31.12.2011 30.06.2012 31.12.2011
Derivatives at fair value through profit or loss:
Exchange rate forwards
95 361 2 050 956 2 415 364 2 843 821
95 361 2 050 956 2 415 364 2 843 821

11. OTHER CURRENT LIABILITIES

At 30 June 2012 and 31 December 2011, Other current liabilities were composed of:

30.06.2012 31.12.2011
Group companies 24 885 20 352
Derivatives 2 415 364 2 843 821
Trade debtors advances
Fixed assets suppliers 5 034 963 7 097 091
Other creditors 4 076 888 6 141 391
Financial instruments 11 552 100 16 102 655
Other creditors 4 567 239 3 973 352
Accrued expenses:
Insurances 1 010 081 211 824
Personnel costs 27 661 930 28 143 748
Accrued financial expenses 4 083 483 4 179 444
Rebates 20 283 402 19 130 755
External supplies and services 16 370 361 14 178 438
Other accrued expenses 16 045 253 8 331 530
Deferred income:
Investment subventions 7 026 005 6 925 188
Other deferred income 979 523 148 932
Liabilities out of scope of IFRS 7 98 027 277 85 223 211
Total 109 579 377 101 325 866

12. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements occurred in provisions and accumulated impairment losses during the period ended 30 June 2012 were as follows:

30.06.2012
Opening Exchange Changes to Other Closing
balance rate effect perimeter Increase Utilizations changes balance
33 529 610 74 757 33 604 367
19 242 19 242
10 931 182 10 931 182
23 911 465 85 028 2 549 356 1 030 368 - 3 461 853 22 053 628
19 628 19 628
68 411 127 159 785 2 549 356 1 030 368 - 3 461 853 66 628 047
8 445 337 104 497 1 012 622 - 11 024 7 526 188
858 616 227 858 843
745 571 128 980 616 591
4 481 993 5 587 647 483 34 068 1 454 5 102 449
14 531 517 5 814 751 980 1 175 670 - 9 570 14 104 071
82 942 644 165 599 3 301 336 2 206 038 - 3 471 423 80 732 118
37 005 998
7 836 654 9 062 2 590 779 2 408 576 - 14 467 8 013 452
127 785 296 174 661 5 892 115 4 614 614 - 3 485 890 125 751 568
37 005 998

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

30.06.2012
Losses Gains
Cost of sales 902 429 850 363 52 066
(Increase) / decrease in production 1 688 350 1 558 213 130 137
Provisions and impairment losses 3 301 336 2 206 038 1 095 298
Total (Consolidated Income Statement) 5 892 115 4 614 614 1 277 501

During the period ended 30 June 2012 the Group began disclosing reversion of impairment losses on assets (except inventories) and utilization of provisions under Provisions and Impairment Losses, on the Consolidated Income Statement. These accounting movements were previously disclosed under Other Operating Income and Gains, on the Consolidated Income Statement (note 12).

13. OTHER INCOME AND GAINS

Details of Other income and gains on the Consolidated Income Statement for the periods ended 30 June 2012 and 2011 are as follows:

30.06.2012 30.06.2011
Gains on disposals of non current investments 141 684
Gains on disp. and write off of invest. prop., tang. and intang. assets 205 501 458 613
Supplementary revenue 5 121 512 3 677 425
Investment subventions 3 140 551 3 167 787
Tax received 2 363 279 2 576 615
Positive exchange gains 1 104 279 485 434
Reversion of impairment losses 2 510 766
Gains on provisions 3 978 490
Others 9 501 594 3 414 910
21 578 400 20 270 040

Others include EUR 7 million of estimated insurance compensation related to the accidents occurred in subsidiaries, which are described on note 3 to these consolidated financial statements and on note 3 to the consolidated financial statements for fiscal year 2011.

14. OTHER EXPENSES AND LOSSES

Details of Other expenses and losses on the Consolidated Income Statement for the periods ended 30 June 2012 and 2011 are as follows:

30.06.2012 30.06.2011
Taxes 3 730 779 3 903 977
Losses on disp. and write off of invest. prop., tang. and intang. assets 1 010 940 60 523
Negative exchange gains 1 310 439 900 433
Others 2 896 781 2 134 995
8 948 939 6 999 928

15. FINANCIAL RESULTS

Financial results for the periods ended 30 June 2012 and 2011 were as follows:

30.06.2012 30.06.2011
Financial expenses:
Interest expenses
related to bank loans and overdrafts 7 972 149 5 511 165
related to non convertible debentures 5 418 248 5 972 837
related to finance leases 2 027 651 2 170 606
related to hedged loans (hedge derivatives)
others 755 839 97 930
16 173 887 13 752 538
Losses in currency translation
related to loans 3 377 687 9 623 398
others
3 377 687 9 623 398
Cash discounts granted 8 070 526 7 442 219
Adjustment to fair value of financial instruments at fair value through profit or loss 5 592 523 6 076 641
Losses on valuation of hedging derivative instruments
Fair value of inefficient component of hedge derivatives
Other finance losses 3 409 068 4 018 615
36 623 691 40 913 411
30.06.2012 30.06.2011
Financial income:
Interest income
related to bank loans 489 934 64 362
related to loans to related parties
Others 91 000 2 254
580 934 66 616
Gains in currency translation
related to loans 5 438 806 3 111 780
others
5 438 806 3 111 780
Cash discounts obtained 539 422 1 143 911
Adjustment to fair value of financial instruments at fair value through profit or loss 2 689 474 11 904 240
Gains in valuation of hedging derivative instruments
Fair value of inefficient component of hedge derivatives
Other finance gains 258 268
9 506 904 16 226 547
Finance profit / (loss) - 27 116 787 - 24 686 864

16. TAXES

Corporate income tax accounted for in the periods ended 30 June 2012 and 2011 is detailed as follows:

30.06.2012 30.06.2011
Current tax 2 873 616 941 046
Deferred tax - 140 034 2 833 722
2 733 582 3 774 768

17. 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 since then, identifiable reportable segments are now:

  • Europe;
  • Rest of the world
Turnover
External Intragroup
30.06.2012 30.06.2011 30.06.2012 30.06.2011
Europe 568 758 846 583 730 540 374 753 856 395 789 780
Rest of the world 142 743 819 124 182 459
Total 711 502 665 707 912 999 374 753 856 395 789 780
Operating net profit (loss)
30.06.2012 30.06.2011
Europe 5 919 646 -24 515 384
Rest of the world 6 234 116 7 322 687

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

Total 12 153 762 -17 192 697

18. SUBSEQUENTE EVENTS

After the closing date of these consolidated financial statements, Sonae Indústria, SGPS, SA decided to enter into consultations in a near future with employee and trade union representatives of its subsidiary Sonae Industria (UK), Ltd, about the prospects of the operation located in Knowsley. This initiative is based on the difficulties experienced in obtaining the reconstruction licence following the accident referred to in note 3, which combined with the ongoing bleak economic outlook affected the viability of this industrial facility.

On the date of approval of these consolidated financial statements it was not possible to quantify the effects to recognize after the aforementioned diligences are carried out as no decision had been taken about the future of this plant.

19. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issuance 30 July 2012.

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