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Sonae SGPS

Interim / Quarterly Report Nov 14, 2013

1901_10-q_2013-11-14_c6aa0e36-b3f7-414f-8a7a-08aa3f8ab995.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 – SEPTEMBER 2013

ACCORDING TO THE INTERNATIONAL ACCOUNTING STANDARD 34 – INTERIM FINANCIAL REPORT

CEO MESSAGE

"The operating and financial performance of the company in the third quarter of 2013 has been, as expected, impacted by the holiday period and the seasonal operational maintenance shutdowns of most of our plants. These impacts, combined with the prevailing challenging market conditions, led to a lower level of profitability at our European operations, when compared to the previous quarter, which was particularly evident in the Southwest region. Despite this lower performance in Southern Europe operations, the consolidated Recurrent EBITDA margin stood at 6.5% during the 3Q13, increasing 0.1 pp when compared to the same period in 2012. This improvement was made possible by the higher contributions from both the Northern Europe and Rest of the World (RoW) segments, driven by some positive market developments in OSB1 demand in Northern Europe, and by the on-going recovery of the construction sector in the RoW segment, notably in North America. Our North America plant was able to re-establish its full supply situation and South Africa operations saw important development in volumes in the last quarter. We have also continued to implement important fixed cost reduction measures that allowed us to further reduce our fixed cost basis by additional 4 million Euros in the quarter, on a comparable basis.

Notwithstanding the prevailing low level of activity in most European markets, we have once again managed to reduce our net debt, which was down by 5 million Euros when compared to the end of the previous quarter (and by 17 million Euros versus the same period in 2012). This was made possible by maintaining a tight control over investment expenditures and working capital levels. During the first nine months of the year, despite the difficult financing environment, we have been able to refinance most of our debt maturities and have tapped some new desintermediated financing sources. We remain confident in our ability to refinance the upcoming maturities in 2014 and on the continued support of our key stakeholders to continue with the implementation of the defined strategy.

As previously communicated, during this quarter, we have taken additional important steps in our stated strategy of reducing our industrial footprint and concentrating production in our more efficient plants, thus improving consolidated profitability. The challenging conditions that continue to prevail in Germany and the continuous losses that are being incurred at our Horn-Bad Meinberg plant, as a result of lower demand for particle board and industry overcapacity in the region, has led to the decision to enter into negotiations with employee representatives and trade unions regarding a reduction of the particle board activities performed in that plant.

As a final point, I also want to share with you, with great satisfaction, two important external recognitions obtained by one of our operating subsidiaries. Tafisa Canada won the prestigious Phenix Award for excellence in environmental protection and sustainability2 , awarded by Quebec's Government and Environment Foundation. Tafisa Canada's "Rewood project" was also chosen by the public for the Phenix People's Choice award. The "Rewood project" is a clear example of the importance of Sonae Indústria's efforts and achievements to reutilise urban wood waste that would otherwise go to a landfill, eventually releasing harmful carbon emissions back into the air. The project represented an investment of 5.4 million Canadian dollars, enabling the company to recycle 244,000 tons of diverted wood each year – the equivalent of about two million trees. I want to take this chance to both congratulate and thank our team in Tafisa Canada, not only for these two awards, but also for the strength shown in the past months following the tragic railway accident occurred on July 6 at centre of Lac Mégantic."

Rui Correia, CEO Sonae Indústria

1 OSB: Oriented Strand Board 2 Business Category, Environmental Achievement, Technology, Process or Practice

1. TURNOVER & RECURRENT EBITDA

1.1. SONAE INDÚSTRIA CONSOLIDATED

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

During the first nine months of 2013, consolidated turnover for Sonae Indústria was 939 million Euros, 7% below the 9M12 figure. The lower level of activity has been mostly driven by the reduced industrial footprint and the prevailing lower demand in the European markets. Compared to same quarter last year, consolidated turnover decreased by 5%, a slower pace of decline when compared with previous quarters, with the main negative contribution coming from Southern Europe, following the plant closures of the previous year. The contribution to the reduced levels of turnover comes from reduced volumes, as the average selling prices were kept relatively stable versus the previous quarter.

Total fixed costs were reduced, on a comparable basis, i.e., without the contribution of the Knowsley and Solsona plants, by approximately 6% in the period, representing a reduction of 10 million Euros when compared to the 9M12.

Total headcount at the end of September 2013 was down to 4,227 FTEs, a reduction of 181 when compared to the end of 2012, mainly explained by the closure of Solsona plant, in Spain, but also some reductions in Germany.

Productivity = LTM3 Turnover per FTEs (exc. Trainees)

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

3 LTM: Last twelve months

in the capacity utilization of the most efficient plants. The group average capacity utilization index for 3Q13 was impacted by the normal seasonal maintenance shutdowns, but was at end of September 2013 1.3pp above the same period of 2012

As a result of the above evolution, Recurrent EBITDA totalled 63 million Euros in the 9M13 generating a recurrent EBITDA margin of 6.7%. It is important to note that in September the highest monthly EBITDA value was attained year to date, a sign of upward trend in the company results.

Total EBITDA4 for the 9M13 period reached 51 million Euros, which includes the impact of approximately 12 million Euros of non recurrent items, mainly related with closure costs of the Solsona plant and costs associated with discontinued sites. It should be noted that, at Net Profit level, part of these costs were off-set by the utilization of specific provisions previously booked of 10 million Euros.

1.2. SOUTHERN EUROPE

**Turnover includes intercompany group sales

The Southern Europe performance was negatively impacted by the continuous challenging macroeconomic conditions prevailing in the Iberian Peninsula, and, in the case of the 3Q, by the regular summer shutdowns carried out by our customer base, notably in Spain. Restrictive credit conditions also condition the families' investments in durable goods, thus negatively impacting the demand for furniture goods across countries of this region.

The above considerations are confirmed by the recent construction statistics released by the competent authorities, with new housing permits granted in Iberia continuing to show strong y.o.y. decreases (-33%5 in Portugal and -24%6 in Spain). As for France, the construction sector has shown a slight decline, when compared to previous year, with new housing permits decreasing by just 1%7 against the same period in 2012. Nevertheless, lower volumes in Southern Europe are being compensated, in part, by a higher export activity.

Driven by these market evolutions, the following key items should be highlighted when comparing 9M13 performance with 9M12:

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

losses in trade receivables) 5 Source: Instituto Nacional de Estatística, October 2013 ("Nova habitação residencial", cumulative YTD evolution until July) 6 Source: Ministierio de Fomento, October 2013 (cumulative YTD evolution until July) 7 Source: Service économie statistiques et prospective (Ministière de l'Écologie, de l'Energie, du Développement durable et de l'Aménagement du territoire), October 2013 (cumulative YTD evolution until July)

  • Turnover and sales volumes reduced by circa 7%. Similar to the previous report period, the main negative contribution came from the Iberian Peninsula (-15% when compared to the 9M12) that continued to be partially offset by the improved performance of France (+10% y.o.y.). The Iberian Peninsula performance was impacted not only by the reallocation of particleboard customers inside the group plants (from the closed Spanish plant of Solsona to Linxe, located in France) but also by an incident in the Particleboard plant of Oliveira do Hospital during August 2013, that forced the plant to stop for a period of 8 days;
  • Average selling prices in Iberian Peninsula stood generally at higher levels than in the previous year, with the exception of raw particleboard, thus partially compensating the impacts of lower volumes sold. On the other hand, in France, average selling prices continued to show some deterioration when compared to 2012;
  • The performance of the unitary variable costs (per m3 ) continued to be negatively impacted by pressure felt mainly in the wood supply, but also in terms of combustibles and electricity. It should also be noted that both the maintenance shutdowns and the additional repair costs following the incident at Oliveira do Hospital contributed to higher unitary variable costs when compared to previous periods;
  • The above combined factors, led to deterioration in the Recurrent EBITDA margin to 3.4%. On a comparable basis, i.e., excluding one off items associated with the accident at Oliveira do Hospital and the insurance income recognised in Mangualde during the 3Q12, y.o.y. recurrent EBITDA margin for the third quarter would be down by just 1.7 pp.

1.3. NORTHERN EUROPE

**Turnover includes intercompany group sales

New house construction permits in Germany were up by 10.8%8 , showing that the construction market keeps improving contrasting with the underperforming situation of the furniture industry. Recent statistics released in June 2013 by EPF9 showed that the particleboard market in this country continues to show reduced levels of consumption, with the negative evolution in this segment being further penalized by the negative figures related to net exports, a trend experienced since 2011.

In terms of financial performance, the Northern Europe region experienced the following key evolutions in the first nine months of the year:

8 Source: German Federal Statistics Office, October 2013 (cumulative YTD evolution until June 2013) 9 EPF: European Panel Federation

  • Turnover for this region decreased by 8%, mainly impacted by a reduction of 2.7% in volumes sold, essentially related with the lower demand in the particleboard market, which has been affecting mainly our Horn plant, determining very low levels of capacity utilization in this plant throughout the current year. This negative pressure contrasts with the positive performance of OSB volumes, significantly up against last year. Turnover in the 3Q13 is essentially at the same level of the same period last year, an evidence of the relatively stable market trends in the region;
  • Average selling prices were also negatively impacted by the continuous low sales price in the particleboard products, leading to a 1.8% reduction when compared to same period of the previous year;
  • Variable costs per m3 registered an average increase of circa 4% when compared to the 9M12, an evolution mostly related with continuous pressure felt in terms of wood and combustibles costs;
  • As such, the combination of the above factors resulted in a deterioration of the Recurrent EBITDA margin to 5.4%. Notwithstanding this year-to-date evolution, it is important to note that the performance has improved in the 3Q13, when compared with previous quarters, with the Recurrent EBITDA margin for the quarter standing 0.4 pp above both the 2Q13 and the same quarter last year, mainly thanks to the performance in the OSB market.

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

**Turnover includes intercompany group sales

In the North America, U.S. economic activity continues to show slow but steady positive signs of performance, with reflections in the increasing level of housing starts (up by 25%10 y.o.y.). This improved performance in the U.S. market is more than compensating the decline experienced in terms of Canadian housing starts (a reduction of 7%11 when compared to same period of the previous year). Similar to the trends prevailing in the U.S. market, South Africa reported an important y.o.y. increase in the residential building permits (up by 27%12), a positive sign for the construction activity expected to be developed in the country.

10 Source: RISI, October 2013 (cumulative YTD evolution until September 2013) 11 Source: Canada Mortgage and Housing Corporation, October 2013 (cumulative YTD evolution until June 2013) 12 Source: Statistics South Africa, October 2013 (cumulative YTD evolution until July 2013)

Comparing the region's 9M13 performance, with same period of 2012, the following items should be highlighted:

  • Consolidated turnover for the region decreased by 4.8%, mostly driven by negative exchange rate movements, but also by a negative evolution in terms of sales volumes in South Africa. These effects were partially offset by the improved performance of the Canadian operations. Excluding the negative effect of the exchange rate movements, turnover would have increased 5.3%. Importantly, it must be noted that during the 3Q13, volumes sold from our South African plants have increased by 34% when compared to the 2Q13, a positive sign for the evolution in the coming months;
  • Average Selling prices registered a positive evolution in the period, in both regions included in this segment, as a reflection of improved market conditions;
  • Average variable costs per m3 remained relatively stable in North America but increased slightly in South Africa, driven by pressures felt at the level of wood and combustible costs. Nevertheless, compared with the previous quarter, the average unitary costs have also reduced at our South African plants;
  • Notwithstanding the negative contribution of the exchange rate movements against the Euro (both in the case of the South African Rand and the Canadian Dollar), notably with the depreciation of the South African Rand by 21.6% YTD in relation to the Euro], the segment's Recurrent EBITDA margin during the 9M13 increased by 2.9 pp to 14.5%. Operational profitability margins have also improved in the 3Q13 when compared to the previous quarter (up by 2 pp).

2. CONSOLIDATED FINANCIAL PERFORMANCE

2.1. PROFIT & LOSS ACCOUNT

P&L
ACCOUNT
9M13 / 3Q13 /
Million euros 9M12* 9M13 9M12* 3Q12* 2Q13 3Q13 3Q12*
Consolidated turnover 1,005 939 (7%) 312 324 297 (5%)
Southern Europe 393 367 (7%) 120 130 112 (7%)
Northern Europe 440 406 (8%) 134 138 132 (2%)
Rest of the World 209 199 (5%) 69 68 65 (5%)
Other operational income 21 19 (11%) 7 7 5 (21%)
EBITDA 71 51 (28%) 18 19 16 (11%)
Recurrent EBITDA(a) 76 63 (17%) 20 23 19 (4%)
Southern Europe 20 12 (39%) 5 6 1 (75%)
Northern Europe 32 22 (31%) 8 8 8 4%
Rest of the World 24 29 19% 8 9 10 26%
Recurrent EBITDA Margin % 7.6% 6.7% ‐0.8 pp 6.4% 7.0% 6.5% 0.1 pp
Depreciation and amortisation (58) (56) 2% (19) (19) (19) 2%
Provisions and impairment Losses (1) 8 858% 0 4 1
Operational profit 15 4 (70%) 0 5 (1)
Net financial charges (38) (44) (15%) (12) (15) (13) (9%)
o.w. Net interest charges (21) (27) (30%) (7) (9) (9) (38%)
o.w. Net financial discounts (11) (11) (5%) (4) (4) (4) (2%)
Profit before taxes continued operat. (EBT) (23) (40) (72%) (12) (11) (15) (21%)
Taxes (5) (6) (19%) (2) (2) (1) 28%
o.w. Current tax (4) (5) (31%) (1) (2) (2) (55%)
Profit / (loss) from continued operations (28) (45) (63%) (14) (13) (16) (14%)
Profit / (loss) from discontinued operations (42) (38)
Losses (income) attrib. to minority interests (1) (0) 46% (1) (0) (0) 74%
Net profit/(loss) attributable to Shareholders (69) (45) 34% (51) (13) (16) 69%

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

(a) Recurrent EBITDA for 2013 restated, excluding contribution from discontinued sites

During the 9M13, consolidated net losses reduced significantly when compared to the same period in 2012, with the lower EBITDA generation (down by 20 M€ y.o.y.) and the higher financial charges (up by 6 M€), being more than compensated by the effect of the impairment losses booked in the 9M12 as a result of the closure of the Knowsley plant in the U.K. during that period.

The increase in the net financial charges was mostly justified by the higher average cost of debt, which stood slightly above 5.6% at the end of the 3Q13, up by almost 1.2 pp against September 2012, an evolution fully driven by the increase in spreads prevailing in Portugal and Spain, as Euribor rates remained at historically low levels.

When compared with the previous quarter, net losses increased by 3 million Euros, which is directly related with the negative effects of the summer shutdowns over the EBITDA performance.

2.2. CAPEX

The customary increase in the capital expenditures during the 3Q, up by 2 million Euros when compared to previous quarter, was due to the extra investments incurred during the planned summer maintenance shutdowns of our plants.

In cumulative terms, since the beginning of 2013, Additions to Fixed Tangible Assets reached 13 million Euros, which compares with 29 million Euros during the same period in 2012, the majority of investments being associated with maintenance and health & safety improvements.

2.3. BALANCE SHEET & CAPITAL STRUCTURE

BALANCE
SHEET
Million euros 9M12 2012 1Q13 1H13 9M13
Non current assets 975 936 921 888 868
Tangible assets 832 806 792 764 744
Goodwill 93 92 92 90 90
Deferred tax asset 36 24 24 23 23
Other non current assets 13 13 13 11 11
Current assets 372 329 343 334 348
Inventories 136 130 131 128 131
Trade debtors 186 141 174 170 156
Cash and cash equivalents 15 23 11 13 28
Other current assets 35 34 27 23 33
Non‐current assets held forsale 19 4 4 4 4
Total assets 1,366 1,269 1,268 1,226 1,220
Shareholders' Funds 170 135 118 96 77
Equity Holders 171 136 119 97 78
Minority interests (0) (1) (1) (1) (1)
Liabilities 1,196 1,134 1,150 1,131 1,143
Interest bearing debt 711 688 706 696 707
Long to medium term 434 492 377 358 251
Short term 277 196 330 338 456
Trade creditors 183 178 176 176 179
Other liabilities 302 268 268 258 257
Total Shareholders'Funds and liabilities 1,366 1,269 1,268 1,226 1,220
Net debt 696 665 695 684 679
Net debt to LTM recurrent EBITDA** 6.8 x 6.7 x 7.8 x 7.8 x 7.9 x
Working Capital 139 93 129 122 108

**LTM: last twelve months

At the end of the 9M13, Net Debt stood at 679 million Euros, down by 5 million Euros when compared to the value at the end of the 1H13. When compared to September 2012, Net Debt has also been reduced by 17 million Euros, a reflection of an improved cash flow generation. The aforementioned reduction in Net Debt combined with a relatively stable Recurrent EBITDA performance, contributed to the maintenance of the Net Debt to Recurrent EBITDA ratio at 7.9x.

Similar to the previous quarters, the total value of Shareholders' Funds has been again negatively impacted by the net losses registered in the 3Q13 (16 million Euros), together with the accounting impact associated with the consolidation of the Canadian and South African businesses using the lower CAD and ZAR exchange rate, which translated into a negative combined effect of 2.6 million Euros for the period.

3. LOOKING FORWARD

For the last quarter of 2013 we will continue to pursue our defined strategy of concentrating our production in the most efficient plants, improving our sales in key markets and value added products, continuously seeking for operating efficiencies and productivity improvements, while exploring opportunities to sell noncore assets.

We continue to expect a challenging environment in Europe and, as such, the expected trading levels should remain at the relatively low levels already evident during the last few quarters in this region. On the costs side, we expect to feel some pressure in terms of wood costs, especially in Europe, which is also related with the winter period that we are entering into. This should be at least partially compensated by a better performance of the Rest of the World segment, when compared to previous year, particularly in North America.

The stabilisation of the trading environment should allow us to continue to deliver a financial performance in line with the previous quarters of the current year, in operational terms, excluding one off items from potential additional restructuring measures, notably, the discussions being held with employee representatives and trade unions regarding the possible closure of particleboard and melamine activities at our Horn-Bad Meinberg plant.

We expect to be able to refinance our upcoming debt maturities in 2014 and are confident that the support of our key stakeholders will remain throughout the implementation of the defined strategy.

In the next quarters we will continue to look for additional profitability improvement initiatives, together with the implementation of restructuring measures to fix, sell or close noncore assets.

SAFE HARBOUR

This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that are not historical facts.

These forward-looking statement are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in regulation, the wood based panels industry and economic conditions, and the effects of competition. Forward-looking statements may be identified by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", "future" or similar expressions.

Although these statements reflect our current expectations, which we believe are reasonable, investors, analysts and, generally, the recipients of this document are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forwardlooking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.

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

(Amounts expressed in Euros)

ASSETS Notes 30.09.2013 31.12.2012
Unaudited
NON CURRENT ASSETS:
Tangible fixed assets 744 425 507 806 163 927
Goodwill 90 054 710 92 496 051
Intangible assets 5 748 577 7 137 808
Investment properties 1 280 021 1 313 215
Associated undertakings and non consolidated undertakings 1 576 365 2 262 846
Investment available for sale 1 102 036 1 091 540
Deferred tax asset 22 565 368 24 189 158
Other non current assets 1 179 424 1 389 646
Total non current assets 867 932 008 936 044 191
CURRENT ASSETS:
Inventories 130 530 740 129 983 908
Trade debtors 156 370 803 140 918 477
Other current debtors 6 701 854 13 801 900
State and other public entities 9 203 369 8 126 925
Other current assets 4 16 962 445 12 548 389
Cash and cash equivalents 5 27 934 806 23 182 513
Total current assets 347 704 017 328 562 112
Non-current assets held for sale 4 305 960 4 411 224
TOTAL ASSETS 1 219 941 985 1 269 017 527
SHAREHOLDERS`FUNDS, NON-CONTROLLING INTERESTS AND LIABILITIES
SHAREHOLDERS`FUNDS:
Share capital 700 000 000 700 000 000
Legal reserve 3 131 757 3 131 757
Other reserves and accumulated earnings - 614 955 937 - 569 867 023
Accumulated other comprehensive income - 9 749 499 2 792 960
Total 78 426 321 136 057 694
Non-controlling interests - 1 495 625 - 900 628
TOTAL SHAREHOLDERS`FUNDS 76 930 696 135 157 066
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans - net of current portion 6 81 906 398 128 275 420
Non convertible debentures 6 133 869 461 248 344 033
Finance lease creditors - net of current portion 6 31 495 827 36 192 908
Other loans 6 3 728 265 78 868 673
Post-retirement liabilities 23 185 474 23 610 290
Other non current liabilities 56 740 120 64 940 905
Deferred tax liabilities 54 981 711 60 072 909
Provisions 7 5 406 842 7 372 628
Total non current liabilities 391 314 098 647 677 766
CURRENT LIABILITIES:
Current portion of non-current bank loans 6 22 907 304 64 693 562
Current bank loans 6 240 571 581 68 492 770
Current portion of non-current non convertible debentures 6 114 868 642 55 000 000
Current portion of non-current finance lease creditors 6 5 307 113 4 114 170
Other loans 6 71 895 004 4 060 098
Trade creditors 179 079 920 177 584 402
Taxes and other contributions payable 17 822 211 14 103 601
Other current liabilities 95 138 428 86 115 099
Provisions 7 4 106 988 12 018 993
Total current liabilities 751 697 191 486 182 695
TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 1 219 941 985 1 269 017 527

The notes are an integral part of the consolidated financial statements

CONSOLIDATED INCOME STATEMENT

FOR THE PERIODS ENDED AT 30 SEPTEMBER 2013 AND 2012

(Amounts expressed in Euros)

Notes 30.09.2013
Unaudited
3rd. Quarter 2013
Unaudited
30.09.2012
Unaudited
3rd. Quarter 2012
Unaudited
Sales 12 935 693 150 295 827 833 1 001 928 157 311 066 976
Services rendered
Other income and gains
12
8
2 960 816
18 993 547
1 182 246
5 276 686
3 431 838
21 385 200
1 081 617
6 666 635
Cost of sales 493 101 982 153 972 377 518 971 327 157 806 388
(Increase) / decrease in production
External supplies and services
- 5 000 580
254 971 704
1 106 040
79 988 850
- 5 542 420
270 101 195
- 744 868
87 121 567
Staff expenses 151 937 931 47 662 117 159 123 856 51 593 631
Depreciation and amortisation 56 300 533 18 580 559 57 684 586 18 940 874
Provisions and impairment losses (increase / reduction) 7 - 8 055 625 - 1 011 136 1 063 364 - 62 900
Other expenses and losses 9 922 592 3 059 034 10 494 409 3 853 495
Operating profit / (loss) 12 4 468 976 - 1 071 076 14 848 878 307 041
Financial expenses 9 47 591 092 14 935 350 53 701 998 17 446 420
Financial income 9 3 960 184 1 464 314 15 780 085 5 047 770
Gains and losses in associated companies - 686 481 - 212 982
Gains and losses in investments 79 861 79 861
Net profit/(loss) from continuing operations, before tax - 39 848 413 - 14 542 112 - 23 206 156 - 12 011 748
Taxation 10 5 546 019 1 386 344 4 663 850 1 930 268
Consolidated net profit / (loss) from continuing operations, afer taxation - 45 394 432 - 15 928 456 - 27 870 006 - 13 942 016
Profit / (loss) from discontinued operations, after taxation 11 - 41 573 000 - 37 591 401
Consolidated net profit / (loss) for the period - 45 394 432 - 15 928 456 - 69 443 006 - 51 533 417
Attributable to:
Equity Holders of Sonae Industria
Continuing operations - 44 953 224 - 15 773 417 - 27 550 995 - 13 795 216
Discontinuing operations - 41 067 348 - 37 134 177
Equity Holders of Sonae Industria - 44 953 224 - 15 773 417 - 68 618 343 - 50 929 393
Non-controlling interests
Continuing operations - 441 208 - 155 039 - 319 011 - 146 800
Discontinuing operations - 505 652 - 457 224
Non-controlling interests - 441 208 - 155 039 - 824 663 - 604 024
Profit/(Loss) per share
Fom continuing operations:
Basic - 0.3211 - 0.1127 - 0.1968 - 0.0985
Diluted - 0.3211 - 0.1127 - 0.1968 - 0.0985
From discontinued operations:
Basic - 0.2933 - 0.2652
Diluted - 0.2933 - 0.2652

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIODS ENDED 30 SEPTEMBER 2013 AND 2012

(Amounts expressed in Euros)

30.09.2013
Unaudited
3rd. Quarter 2013
Unaudited
30.09.2012
Unaudited
3rd. Quarter 2012
Unaudited
Net consolidated profit / (loss) for the period (a) - 45 394 432 - 15 928 456 - 69 443 006 - 51 533 417
Other consolidated comprehensive income
Items that may be reclassified subsequently to profit or loss
Change in currency translation reserve
Change in fair value of available-for-sale financial assets
- 12 684 526
- 11 622
- 2 804 640
3 636
3 601 458
- 23 037
- 189 795
Income tax relating to items that may be reclassified
Other consolidated comprehensive income for the period, net of tax (b) - 12 696 148 - 2 801 004 3 578 421 - 189 795
Total consolidated comprehensive income for the period (a) + (b) - 58 090 580 - 18 729 460 - 65 864 585 - 51 723 212
Total consolidated comprehensive income attributable to:
Equity holders of Sonae Industria - 57 495 683 - 18 540 295 - 65 078 911 - 51 115 187
Non-controlling interests - 594 897 - 189 165 - 785 674 - 608 025
- 58 090 580 - 18 729 460 - 65 864 585 - 51 723 212

The notes are an integral part of the consolidated financial statements

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

(Amounts expressed in Euros)

Accumulated other comprehensive income

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The notes are an integral part of the consolidated financial statements

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

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIODS ENDED 30 SEPTEMBER 2013 AND 2012

(Amounts expressed in Euros)

OPERATING ACTIVITIES Notes 30 09 2013
30.09.2013
30 09 2012
30.09.2012
Unaudited Unaudited
N t
Net cash flow from operating activities (1)
h fl
f
ti
ti iti
(1)
16 506 224 224 63 010 868
INVESTMENT ACTIVITIES
C
Cash receipts arising from:
h
it
ii
f
Investments 66 514 153 340
T
Tangible and intangible assets
ibl
d i t
ibl
t
g
g
5 829 323 323 1
01
17 948 017
subventions
Investment subventions
118 594 118 594 183 694 183 694
Di id
d Dividends
79 861
6 014 431 431 18 364 912
Cash Payments arising from:
y
g
Investments 14 140 115 115 192 500
Tangible and intangible assets
Tangible and intangible assets
31 192 309
Others 2 510
14 140 115 31 387 319
Net cash used in investment activities (2) - 8 125 684 - 13 022 407
FINANCING ACTIVITIES
Cash receipts arising from:
Interest and similar income income 592 972 972 1 173 441
L
Loans obtained
bt i
d
2 110 006 572 2 485 140 209
2 110 599 544 2 486 313 650
y
g
Cash Payments arising from:
Interest and similar charges charges 29 093 817 817 26 943 158
Loans obtained 2 047 705 097 2 506 683 580
Di id
d Dividends
4 518
Finance leases - repayment of principal principal 3 515 696 696 3 596 201
Others 74 511 5 568 793
2 080 389 121
2 080 389 121
2 542 796 250
2 542 796 250
Net cash used in financing activities (3) (3) 30 210 423 - 56 482 600
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (3) 38 590 963 - 6 494 139
Effect of foreign exchange rate - 82 519 519 - 201 195 195
Cash and cash equivalents at the beginning of the period
C
h
d
h
i
l
t
t th
b
i
i
f th
i d
5 - 17 810 257
17 810 257
1 015 356
1 015 356
Cash and cash equivalents at the end of the period 5 20 863 225 - 5 277 588
588

The notes are an integral part of the consolidated financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2013

(Amounts expressed in euros)

1. INTRODUCTION

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

The shares of the company are listed on Euronext Lisbon.

The consolidated financial statements for the periods ended 30 September 2013 and 2012 were not subject to a limited revision carried out by the company's statutory external auditor.

2. ACCOUNTING POLICIES

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

2.1. Basis of Preparation

These consolidated financial statements were prepared in accordance with the International Accounting Standard 34 – Interim Financial Reporting. As such, they do not include all the information which should be included in annual consolidated financial statements and therefore should be read in connection with the financial statements for fiscal year 2012.

2.2. Changes to accounting standards

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

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

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

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

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

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

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

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

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

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

2.3. Translation of financial statements of foreign companies

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

30.09.2013 31.12.2012 30.09.2012
Closing
rate
Average
rate
Closing
rate
Average
rate
Closing
rate
Average
rate
Great Britain Pound 0.8361 0.8518 0.8161 0.8106 0.7981 0.8116
South African Rand 13.5980 12.4425 11.1732 10.5285 10.7124 10.3040
Canadian Dollar 1.3912 1.3471 1.3137 1.2837 1.2684 1.2833
American Dollar 1.3505 1.3163 1.3194 1.2842 1.2930 1.2801
Swiss Franc 1.2225 1.2313 1.2072 1.2052 1.2099 1.2043

Source: Bloomberg

3. COMPANIES INCLUDED IN CONSOLIDATION PERIMETER

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

4. OTHER CURRENT ASSETS

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

30.09.2013 31.12.2012
Gross Value Impairment Net Value Gross Value Impairment Net Value
Derivatives instruments
Financial Instruments
40 485
40 485
40 485
40 485
5 612
5 612
5 612
5 612
Accrued income
Deferred expenses
Assets out of scope of IFRS 7
4 340 019
12 581 941
16 921 960
4 340 019
12 581 941
16 921 960
4 754 959
7 787 818
12 542 777
4 754 959
7 787 818
12 542 777
Total 16 962 445 16 962 445 12 548 389 12 548 389

Deferred expenses relate mainly to annual insurance expenses.

5. CASH AND CASH EQUIVALENTS

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

30.09.2013 31.12.2012
Cash at Hand 60 999 64 924
Bank Deposits and Other Treasury Applications
Impairment in Treasury Applications
27 873 807 23 117 589
Cash and Cash Equivalents on the Balance Sheet 27 934 806 23 182 513
Bank Overdrafts 7 071 581 40 992 770
Cash and Cash Equivalents on the Statement of Cash Flows 20 863 225 - 17 810 257

6. LOANS

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

30.09.2013 31.12.2012
Amortised cost Nominal value Amortised cost Nominal value
Current Non current Current Non current Current Non current Current Non current
Bank loans 263 478 885 81 906 398 263 993 168 82 147 155 133 186 332 128 275 420 133 311 753 129 230 007
Debentures 114 868 642 133 869 461 115 000 000 135 000 000 55 000 000 248 344 033 55 000 000 250 000 001
Obligations under finance leases 5 307 113 31 495 827 5 307 113 31 495 827 4 114 170 36 192 908 4 114 170 36 192 908
Other loans 71 895 004 3 728 265 72 686 625 3 728 264 4 060 098 78 868 673 4 060 098 79 716 721
Gross debt 455 549 644 250 999 951 456 986 906 252 371 246 196 360 600 491 681 034 196 486 021 495 139 637
Cash and cash equivalent in balance s 27 934 806 27 934 806 23 182 513 23 182 513
Net debt 427 614 838 250 999 951 429 052 100 252 371 246 173 178 087 491 681 034 173 303 508 495 139 637
Total net debt 678 614 789 681 423 346 664 859 121 668 443 145

6.1. Bank Loans

  • a) In December 2012 Sonae Indústria, SGPS, SA contracted a loan with a Portuguese financial institution for EUR 25 million, which became totally available in March 2013. This loan pays interest at variable rate and will be repaid from 2015 to 2018;
  • b) In September 2009 Sonae Indústria, SGPS, SA contracted a commercial paper programme with a maximum nominal amount of EUR 40 million, which was reduced to EUR 10 million in 2012 and then increased to EUR 65 million in April 2013. The programme still matures in 2013. At 30 September 2013 commercial paper had been issued for EUR 65 million;
  • c) In June 2013 Sonae Indústria, SGPS, SA entered into a new agency contract with a Portuguese financial institution to issue commercial paper. The programme has a maximum nominal amount of EUR 50 million, matures in June 2018 and its subscription is not guaranteed. At 30 September 2013 there was commercial paper issued under this programme for the amount of EUR 38 million;
  • d) On 26 July 2010 Tableros de Fibras, SA contracted a commercial paper programme, which was amended in July 2011 and then in May 2013, aiming to extend maturity from December 2013 until December 2016. The maximum nominal amount of EUR 7 million will be reduced monthly from January 2014 until maturity date. The programme can be renewed annually. At 30 September 2013 commercial paper had been issued for the programme's full amount;
  • e) In June 2013 Sonae Indústria, SGPS, SA contracted two commercial paper programmes with a Portuguese financial institution. The first programme has a maximum nominal amount of EUR 25 million, which was not being used at 30 September 2013, and

matures in October 2013. The second programme has a maximum nominal amount of EUR 25 million, which was fully used at 30 September 2013, and originally matured in October 2013. Its maturity was extended until January 2014.

  • f) In July 2011 Tafisa Canada Inc. contracted a loan for CAD 81 000 000 with a syndicate of financial institutions from North America. The loan will mature within five years and is divided into two parts: the first one, amounting to CAD 66 000 000, will be redeemed over that period; the second one, with a maximum amount of CAD 15 000 000, will be redeemed when the loan matures. In June 2013 the company increased the first part by CAD 7 500 000. At 30 September 2013 the first part amounted to CAD 48 892 014 (EUR 35 143 580) and the second part was not being used;
  • g) On 19 July 2011 Tafisa Canada Inc. contracted a loan for CAD 5 000 000 with a Canadian financial institution. The original maturity of this loan was extended from April 2016 until April 2017, and a grace period was added, from July 2013 until July 2014. At 30 September 2013 the outstanding principal amounted to CAD 3 777 778 (EUR 2 715 467).

During the period ended 30 September 2013 bank loans were repaid for approximately EUR 18 million.

In addition, during the same period bank overdrafts were reduced by approximately EUR 34 million.

6.2. Bond Issues

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

6.3. Other loans

a) At 30 September 2013 loans recognized under the securitization facility contracted with ING Bank Belgium SA/NV and with Finacity Corporation amounted to EUR 66 400 696. This loan was reclassified to current liabilities as it matures in March 2014.

Trade debtors amounting to EUR 94 582 294 were kept on the consolidated balance sheet as the criteria set out in IAS 39 for their derecognition were not fully met, namely because the whole risks related to the securitized assets were not completely transferred.

b) At 30 September 2013 loans recognized under a factoring facility amounted to EUR 4 304 140.

Trade debtors amounting to EUR 5 343 071 were kept on the consolidated balance sheet as the criteria set out in IAS 39 for their derecognition were not fully met, namely because the whole risks related to the securitized assets were not completely transferred.

In September 2013 this factoring facility was renewed for one year.

7. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

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

30.09.2013
Opening Exchange Changes to Other Closing
Description balance rate effect perimeter Increase Utilization Reversion changes balance
Impairment losses:
Tangible fixed assets 32 922 834 - 1 020 649 31 902 185
Intangible assets 19 242 19 242
Other non-current assets 10 931 182 10 931 182
Trade debtors 25 156 732 - 614 158 3 427 176 1 687 417 - 1 623 314 24 659 019
Other debtors 16 111 - 12 610 3 501
Subtotal impairment losses 69 046 101 - 614 158 3 427 176 1 687 417 - 2 656 573 67 515 129
Provisions:
Litigations in course 2 150 693 49 114 39 938 - 17 289 2 142 580
Warranties to customers 690 770 - 273 690 497
Restructuring 10 911 412 - 61 125 7 652 862 3 197 425
Other 5 638 746 - 3 720 13 716 2 165 414 3 483 328
Subtotal provisions 19 391 621 - 65 118 62 830 9 858 214 - 17 289 9 513 830
Subtotal impairment losses and provisions 88 437 722 - 679 276 3 490 006 9 858 214 1 687 417 - 2 673 862 77 028 959
Other losses:
Investments 36 985 875 36 985 875
Write-down to net realizable value of
inventories 8 833 140 - 55 296 3 586 875 4 251 427 - 17 479 8 095 813
Total 134 256 737 - 734 572 7 076 881 9 858 214 5 938 844 - 2 691 341 122 110 647

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

30.09.2013
Losses Gains Total
Cost of sales 1 024 690 1 486 671 - 461 981
(Increase) / decrease in production 2 562 185 2 764 756 - 202 571
Provisions and impairment losses 3 490 006 11 545 631 - 8 055 625
Total (Consolidated Income Statement) 7 076 881 15 797 058 - 8 720 177

Utilization of restructuring provisions for EUR 7 652 862 relates mainly to ongoing restructuring processes in Spanish and German operations.

8. OTHER INCOME AND GAINS

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

30.09.2013 30.09.2012
Gains on disposals of non current investments 66 515 153 339
Gains on disp. and write off of invest. prop., tang. and intang. assets 519 720 252 470
Supplementary revenue 7 085 164 7 645 713
Investment subventions 5 375 754 4 618 765
Tax received 3 923 036 3 302 948
Positive exchange gains 1 460 616 1 336 816
Others 562 742 4 075 149
18 993 547 21 385 200

9. FINANCIAL RESULTS

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

30.09.2013 30.09.2012
Financial expenses:
Interest expenses
related to bank loans and overdrafts 13 199 747 11 635 177
related to non convertible debentures 8 392 273 7 842 996
related to finance leases 2 906 419 3 015 771
others 2 631 145 1 204 822
27 129 584 23 698 766
Losses in currency translation
related to loans 3 086 693 4 419 509
3 086 693 4 419 509
Cash discounts granted 12 014 043 11 612 119
Adjustment to fair value of financial instruments at fair value through profit or loss 210 625 8 964 055
Other finance losses 5 150 147 5 007 549
47 591 092 53 701 998
30.09.2013 30.09.2012
Financial income:
Interest income
related to bank loans 25 351 537 802
Related to loans discontinued operations 1 889 960
Others 92 307 320 789
117 658 2 877 344
Gains in currency translation
related to loans 2 720 107 6 744 077
2 720 107 6 744 077
Cash discounts obtained 587 178 687 916
Adjustment to fair value of financial instruments at fair value through profit or loss 452 160 5 388 264
Other finance gains 83 081 82 484
3 960 184 15 780 085
Finance profit / (loss) - 43 630 908 - 37 921 913

10. TAXES

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

30.09.2013 30.09.2012
Current tax 5 345 402 4 077 989
Deferred tax 200 617 585 861
5 546 019 4 663 850

11. PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS

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

30.09.2012
Sales 24 432 979
Services rendered 687 653
Other income and gains 25 131 504
Cost of sales 12 796 435
(Increase) / decrease in production 1 291 895
External supplies and services 11 140 274
Staff expenses 10 785 714
Depreciation and amortisation 2 882 199
Provisions and impairment losses (increase / reduction) 47 720 870
Other expenses and losses 2 923 583
Operating profit / (loss) - 39 288 834
Financial expenses 2 567 797
Financial income 283 631
Net profit/(loss) from descontinued operations, before tax - 41 573 000
Taxation
Net profit / (loss) from descontinued operations - 41 573 000
Attributable to:
Equity Holders of Sonae Industria - 41 067 348
Non-controlling interests - 505 652

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

30.09.2012
Operating activities 4 434 014
Investment activities 2 834 577
Financing activities - 4 657 491

12. SEGMENT INFORMATION

The main activity of the Group is the production of wood based panels and derivative products through industrial plants and commercial facilities located in Portugal, Spain, France, Germany, United Kingdom, Switzerland, The Netherlands, Canada and South Africa.

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

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

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

  • Europe;
  • Rest of the world

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

  • Northern Europe;
  • Southern Europe;
  • Rest of the World.
Turnover
External Intersegment
30.09.2013 30.09.2012 30.09.2013 30.09.2012
Northern Europe 380 879 063 418 143 167 28 601 611 31 925 593
Southern Europe
Continuing operations
355 432 242
355 432 242
374 681 731
374 681 731
19 653 028
19 653 028
31 456 570
31 456 570
Rest of the world 202 342 661 212 535 097
Total segments 938 653 966 1005 359 995 48 254 639 63 382 163
Southern Europe
Discontinued operations
25 120 632

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

Operating net profit (loss)
30.09.2013 30.09.2012
Northern Europe 1 771 811 9 148 414
Southern Europe
Continuing operations
-12 675 645
-12 675 645
-3 311 408
-3 311 408
Rest of the world 15 372 810 9 011 872
Total segments 4 468 976 14 848 878
Southern Europe
Discontinued operations
-39 288 834

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

13. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issuance 13 November 2013.

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