Interim / Quarterly Report • Nov 12, 2014
Interim / Quarterly Report
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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
CONTENTS
ACTIVITY REPORT
CONSOLIDATED FINANCIAL STATEMENTS
LIMITED REVIEW REPORT
As expected, our performance during the third quarter was impacted by the holiday period and the usual operational maintenance shutdowns of most of our plants in the northern hemisphere, which led to an 8% turnover decrease, when compared to previous quarter. Notwithstanding the lower top line, we continued to improve our operational profitability, with improvements in both variable and fixed costs components of our cost structure. As such, the Recurrent EBITDA of the quarter was 24 million Euros, with an improved recurrent EBITDA margin of 9.1%, up by 2.5 p.p. when compared to same quarter last year, mostly driven by improved profitability in all European regions, notably in Germany. For 9M14, consolidated Recurrent EBITDA reached 66 million Euros, reflecting a 3 million Euros improvements y.o.y., with a recurrent EBITDA margin of 7.7%, up by 0.9 p.p. when compared to same period of 2013.
During the third quarter we stopped the laminate flooring production operations of Pontecaldelas, in Spain, and continued to develop strategic initiatives to streamline our fixed cost base, namely adapting our support structures to a reduced industrial footprint.
At the end of October we announced two major steps in the path we set ourselves to reinforce our capital structure. We have signed the final refinancing agreements with our two main creditor banks (representing the majority of our consolidated gross debt), that will allow the refinancing of between 300 and 325 million Euros of debt, with a minimum grace period of 3 years and lower costs. We also completed an agreement to extend our existing trade receivables securitisation facility to September 2016. In addition, at the end of October, our Board of Directors approved the termsforthe planned capital increase of up to 150 million Euros. The corresponding prospectus was registered by the Portuguese Securities Market Commission on 4 November. Our majority shareholder, Efanor Investimentos, has already assumed the commitment to exercise, directly and through controlled subsidiaries, its respective pre‐ emption rights in the subscription of this share capital increase, a pre‐condition also necessary for the execution of the above mentioned refinancing agreements.
The combination of the debt refinancing and planned capital increase, together with the improved performance of our operations in the last two quarters, represent major steps towards delivering a higher and more sustainable level of profitability, and a strengthening of our capital structure. These measures will be further enhanced by completing the few remaining steps to optimize our industrial footprint and to concentrate production in our profitable plants.
With the continued support of all our stakeholders, we are now in a much improved position to successfully complete the implementation of the defined strategic plan and better position our company in terms of future competitiveness and profitability.
Rui Correia, CEO Sonae Indústria
(a) Restated, consolidating the investments in joint ventures according to the Equity Method.
Consolidated turnover in the 3Q14 was 267 million Euros, 8% below the level on the same period last year, mainly driven by the reduced industrial footprint, determined by the sale of two plants in France and the closure of the particleboard operations in Horn (Germany). The reduction in consolidated turnover resulted mostly from the reduced sales volumes (10.6% below the 3Q13), as average selling prices remained relatively stable (‐0.8% when compared to the 3Q13). When compared to the previous quarter, consolidated turnover decreased by 8%, naturally impacted by the seasonal effect of the operational maintenance shutdowns of most of our plants.
During the third quarter of this year, unitary variable costs continued to decrease, with improvements driven by wood, chemicals and thermal energy, more than compensating the cost increases witnessed in electricity and maintenance costs (in the latter case also impacted by the maintenance stoppage). These evolutions led to a 1.7% reduction in the consolidated unitary variable costs when compared to previous quarter. When compared to the same period last year, unitary variable costs were reduced by 2.7% driven primarily by reduction in chemical costs.
The fixed cost structure continued to be optimized with the on‐going implementation of initiatives to adapt the support structures to the reduced industrial footprint. As a result of these initiatives, total fixed costsin the first nine months of the year decreased by approximately 5% y.o.y. on a comparable basis(i.e., excluding the contribution of the two French plants in the second and third quarters of both periods).
At the end of September 2014, total headcount was of 3,793 FTEs, a reduction of 377 FTEs when compared to the end of 2013 (which is mainly explained by the sale of the two plants in France) and 70 FTEs when compared to end of June 2014. This last variation is mainly explained by the impact associated with the closure of operations in Pontecaldelas plant, in Spain, and the streamlining of the central support structures in France.
The average capacity utilization index of the group's plants in the quarter fell by approximately 9 p.p. when compared to the previous quarter (to circa 72%), as a natural consequence of the operational
maintenance shutdowns during the summer period. Average capacity utilization was up when compared to the 3Q13, it must be highlighted that, with the exception of our French operations, all our operations have increased their average capacity utilization index in the 3Q14, when compared to the same period last year.
Recurrent EBITDA in the 3Q14 reached 24 million Euros, implying a recurrent EBITDA margin of 9.1%, up by 2.5 p.p. when compared to 3Q13 and by 0.1 p.p. versus the previous quarter. Non‐recurrent EBITDA items were close to +4 million Euros in the quarter, with the negative impact from costs associated with headcount restructuring measures (4.1 million Euros) and costs associated with discontinued operations (5.1 million Euros) being more than compensated by the income registered in relation to an insurance settlement (13.2 million Euros), associated with the discontinued plant in Knowsley (UK). As result, total EBITDA for the quarter was of 28 million Euros.
The improved performance of the second and third quarter has more than compensated the lower result registered in the first quarter of 2014, allowing recurrent EBITDA for the 9M14 to be 3 million Euros above the 9M13 result. Importantly, recurrent EBITDA margin for the first nine months of 2014 was 7.7%, which compares with 6.8% registered in the 9M13.
*Turnover per region includes intercompany group sales (between regions)
Performance in Southern Europe was negatively impacted in the third quarter by the slowdown associated with the Summer season and, in cumulative terms since the beginning of the year, continued to be negatively impacted by a constrained activity in the construction sector in Portugal, with new housing permits granted in the country continuously showing y.o.y. decreases (‐11.2%1 ). Some positive signs started to be evident in Spain, with a small increase in the new housing indicator in this country (+1.5%2 ). Similar to Portugal, the activity in the construction sector in France has been posting significant decreases in its activity levels, as shown by the "new housing" indicator, with a significant reduction of 13.1%3 , when compared to the previous year.
Highlights of the 9M14 performance, when compared to the 9M13, are summarized below:
2 Source: Ministierio de Fomento, October 2014 (seven months cumulative evolution until July 2014) 3 Source: Service économie statistiques et prospective (Ministière de l'Écologie, de l'Energie, du Développement durable et de l'Aménagement du territoire), October 2014 (eight months cumulative evolution until August 2014)
1 Source: Instituto Nacional de Estatística, October 2014 ("Nova habitação residencial", eight months cumulative evolution until August 2014)
(a) Restated, consolidating the investment in the joint venture (Laminate Park) according to the Equity Method. *Turnover per region includes intercompany group sales (between regions)
Northern Europe continued to show in the third quarter an improved performance, driven by the continuous recovery of the construction market, as evidenced by the statistics for new house construction permits in Germany, which were up by 5%4 when compared to the previous year.
Comparing the 9M14 performance with the same period in 2013,the key highlights ofthe Northern Europe region are the following:
4 Source: German Federal Statistics Office, October 2014 (cumulative 8 month YTD evolution at August 2014)
*Turnover per region includes intercompany group sales (between regions)
In 2014, the construction sector has had a mixed performance in North America, with the level of housing starts in the U.S. market growing by 8%5 when compared to the previous year, while in Canada this indicator has seen a slight deterioration during the same period (a decrease of 1.9%6 , when compared to same period of 2013). In the South African market, the level of residential building permitsincreased y.o.y. by 13.1%7 .
In terms of performance in the 9M14, and when compared to 9M13, the following highlights should be noted for these regions:
7 Source: Statistics South Africa, October 2014 (cumulative seven months evolution until July 2014).
5 Source: RISI, October 2014 (cumulative eight months evolution until August 2014).
6 Source: Canada Mortgage and Housing Corporation, October 2014 (cumulative eight months evolution until August 2014).
| P&L ACCOUNT | 9M14 / | 3Q14 / | |||||
|---|---|---|---|---|---|---|---|
| Million euros | 9M13 (a) | 9M14 | 9M13 (a) | 3Q13 (a) | 2Q14 | 3Q14 | 3Q13 (a) |
| Consolidated turnover | 915 | 856 | (6%) | 289 | 290 | 267 | (8%) |
| Southern Europe* | 367 | 332 | (9%) | 112 | 111 | 96 | (14%) |
| Northern Europe* | 382 | 349 | (9%) | 123 | 117 | 108 | (12%) |
| Rest of the World* | 199 | 193 | (3%) | 65 | 67 | 68 | 5% |
| Other operational income | 18 | 43 | 137% | 5 | 17 | 19 | 271% |
| EBITDA | 50 | 65 | 30% | 16 | 27 | 28 | 78% |
| Recurrent EBITDA | 63 | 66 | 5% | 19 | 26 | 24 | 27% |
| Southern Europe | 12 | 8 | (32%) | 1 | 5 | 3 | 171% |
| Northern Europe | 21 | 32 | 49% | 8 | 12 | 11 | 39% |
| Rest of the World | 29 | 26 | (11%) | 10 | 9 | 10 | 1% |
| Recurrent EBITDA Margin % | 6.8% | 7.7% | 0.9 pp | 6.6% | 9.0% | 9.1% | 2.5 pp |
| Depreciation and amortisation | (54) | (53) | 2% | (18) | (17) | (17) | 1% |
| Provisions and impairment Losses | 8 | (13) | ‐ | 1 | (6) | (3) | ‐ |
| Operational profit | 6 | 1 | (87%) | (0) | 4 | 8 | ‐ |
| Net financial charges | (43) | (44) | (2%) | (13) | (15) | (15) | (12%) |
| o.w. Net interest charges | (27) | (30) | (12%) | (9) | (10) | (11) | (19%) |
| o.w. Net exchange di fferences | (0) | 1 | ‐ | 1 | 1 | 1 | 13% |
| o.w. Net financial discounts | (11) | (10) | 10% | (4) | (3) | (3) | 11% |
| Share in results of Joint Ventures | (3) | (2) | 23% | (1) | (1) | (1) | (11%) |
| Profit before taxes continued operat. (EBT) | (40) | (45) | (13%) | (15) | (11) | (8) | 45% |
| Taxes | (6) | (2) | 57% | (1) | (0) | (1) | (3%) |
| o.w. Current tax | (5) | (4) | 20% | (2) | (1) | (2) | 17% |
| o.w. Deferred tax | (0) | 2 | ‐ | 0 | 1 | 0 | 75% |
| Profit / (loss) from continued operations | (45) | (47) | (4%) | (16) | (11) | (9) | 41% |
| Losses (income) attrib. to non‐controllintg interests | (0) | (0) | 86% | (0) | (0) | 0 | ‐ |
| Net profit/(loss) attributable to Shareholders | (45) | (47) | (5%) | (16) | (11) | (10) | 38% |
(a) Restated, consolidating the investment in joint venture companies according to the Equity Method.
*Turnover per region includes intercompany group sales (between regions)
Consolidated EBITDA for 9M14 was 3 million Euros above the value of 9M13, due to the improvements achieved in the second and third quarters of the current year. Total EBITDA reached 65 million Euros (15 million Euros above the same period in 2013). Total EBITDA continued to be negatively impacted by the on‐going non‐recurrent costs associated with the discontinued sites and by additionalseverance payments related with on‐going restructuring measures. These costs were offset by the insurance settlement received during the 3Q14 related with the discontinued Knowsley plant in the UK, in a total amount of 13.2 million Euros (this final settlement amount was conditional upon certain investment targets, which have now been fulfilled by the investments being made at our Nettgau and Oliveira do Hospital plants). As indicated above, thissettlement had a positive impact on EBITDA in the 3Q14, fully compensating the non‐ recurrent costs with discontinued sites and restructuring measures, thus leading to a net effect of +3.6 million Euros in the non‐recurrent EBITDA during this quarter.
Recurrent EBITDA in the quarter was of 24 million Euros and 66 million Euros in the 9M14, 3 million Euros above the level registered in the same period in 2013. It should also be noted that the devaluation of both the CAD and ZAR had, in terms of Recurrent EBITDA, a combined negative impact of 2.9 million Euros, when compared to 9M13.
Depreciation and amortizations costs for the quarter were 17 million Euros, slightly below the value registered in the 3Q13, as a result of asset sales completed between the two periods. It should be noted that, on the 9M14, tangible fixed assets depreciations related to "land and buildings" were up by 4 million Euros due to the revaluation of real estate carried out at the end of 2013.
Provisions and impairment losses registered in this quarter totalled a net amount of circa 3 million Euros and include: (i) an increase in provisions of approximately 7 million Euros for the Horn (Germany) restructuring process; and (ii) the utilization of existing provisions by 4 million Euros for payments mainly related with the on‐going restructuring processes in the central offices in France and in Pontecaldelas (Spain) plant.
Net Financial charges in 9M14 were lower by 2%, when compared to previous year, due to a lower level of net financial discounts and the positive contribution from net exchange rate differences. However, net interest expenses continued to increase, as a direct consequence of a higher average cost of debt, which stood at approximately 6.1% during the 9M14, 0.6 p.p. above the level registered in the 9M13.
Current tax chargesregistered in the 3Q14 amounted to 1.6 million Euros, in line with the levelsregistered in the previous quarters.
The combination of the above factors led to a consolidated Net loss of 9 million Euros in the quarter, an improvement of 2 million Euros when compared to the previous quarter and of 7 million Euros y.o.y..
Remark: The value of additions to fixed assets reported in 2014 includes the amounts booked under "advance payments to fixed asset suppliers". The historical data was adjusted accordingly for comparison purposes.
Additions to Fixed Tangible Assets reached 21 million Euros in the 3Q14, which compares with only 6 million Euros during 3Q13. A large part of the total year value (46 million Euros) of circa 21 million Euros is associated with the strategic investments in the increase of capacity of melamine production in our plants in Oliveira do Hospital (Portugal) and Nettgau (Germany), and in the enlargement of the wood recycling facilities in Nettgau. These investments are expected to be completed until the end of 2014. The phase of production tests have already started in the melamine lines at both plants.
From the total 46 million Euros invested during the 9M14, circa 25 million Euros are related with recurrent investments in maintenance and health & safety improvements.
| BALANCE SHEET | |||||
|---|---|---|---|---|---|
| Million euros | 9M13 (a) | 2013 | 2013 (a) | 1H14 | 9M14 |
| Non current assets | 868 | 940 | 939 | 922 | 913 |
| Tangible assets | 721 | 811 | 791 | 774 | 781 |
| Goodwill | 90 | 82 | 82 | 82 | 82 |
| Deferred tax asset | 22 | 34 | 33 | 34 | 33 |
| Other non current assets | 34 | 13 | 32 | 33 | 17 |
| Current assets | 336 | 302 | 292 | 306 | 315 |
| Inventories | 124 | 123 | 118 | 112 | 111 |
| Trade debtors | 152 | 121 | 118 | 146 | 135 |
| Cash and cash equivalents | 28 | 27 | 27 | 16 | 25 |
| Other current assets | 32 | 30 | 29 | 32 | 44 |
| Non‐current assets held forsale | 4 | 4 | 4 | 0 | 0 |
| Total assets | 1,208 | 1,246 | 1,235 | 1,228 | 1,229 |
| Shareholders' Funds | 77 | 127 | 127 | 89 | 81 |
| Equity Holders | 78 | 128 | 128 | 90 | 82 |
| Non‐controlling interests | (1) | (1) | (1) | (1) | (0) |
| Liabilities | 1,131 | 1,119 | 1,108 | 1,139 | 1,147 |
| Interest bearing debt | 703 | 705 | 702 | 695 | 698 |
| Non current | 251 | 275 | 275 | 192 | 221 |
| Current | 452 | 430 | 427 | 503 | 476 |
| Trade creditors | 175 | 156 | 153 | 162 | 154 |
| Other liabilities | 253 | 257 | 253 | 282 | 296 |
| Total Shareholders'Funds and liabilities | 1,208 | 1,246 | 1,235 | 1,228 | 1,229 |
| Net debt | 676 | 678 | 675 | 696 | 689 |
| Net debt to LTM recurrent EBITDA** | 7.9 x | 8.4 x | 8.5 x | 8.9 x | 8.3 x |
| Working Capital | 102 | 88 | 82 | 96 | 93 |
**LTM: last twelve months
(a) Restated, consolidating the investment in joint venture companies according to the Equity Method.
It should be noted that when comparing the end of the 9M14 with previous periods, the value of the company's consolidated assets and liabilities was impacted by the sale of the two French plants (Auxerre and Le Creusot), and by the sale of part of discontinued equipment of the Solsona site, which had a combined positive impact of circa 5 million Euros in gains on disposal of tangible fixed assets.
It also worth noting that, as investments in joint ventures are now consolidated under the Equity method, the net value of their assets and liabilities is now considered in "Other non‐current assets".
When compared to June 2014, consolidated working capital decreased by 3 million Euros to 93 million Euros as at the end of the 3Q14, due to the customary lower levels of activity that result from the usual seasonal operational maintenance shutdowns of most of our plants. When compared to September 2013, working capital decreased by 9 million Euros, partially as a result of the disposal of the two French plants.
Net debt was 13 million Euros above the value registered at the end of the 9M13 but decreased by 7 million Euros against the previous quarter, to 689 million Euros at the end of the 9M14, benefiting from the receivable from UK insurance settlement and improved operational profitability.
The combination of the higher recurrent EBITDA with the reduced level of Net Debt lead to an improvement of the Net Debt to Recurrent EBITDA ratio to 8.3x (vs. 8.9x at June 2014).
Total Shareholder's Funds at the end of September 2014 amounted to 81 million Euros and were negatively impacted by the net losses registered in the quarter (9 million Euros).
On 28 October, Sonae Indústria announced the signature of refinancing agreements with main creditor banks (representing the majority of Sonae Indústria's consolidated gross debt). With these agreements, Sonae Indústria will achieve the refinancing of between 300 and 325 million Euros of debt (depending on the level of subscription for the planned capital increase), under significantly improved conditions, not only in terms of maturity profile (6 to 8 years final maturities, with a minimum 3 years grace period for principal repayments), but also in terms of cost of debt. Sonae Indústria also announced, on the same date, the signature of an agreement to extend its trade receivables securitisation facility, with a maximum amount of 85 million Euros, until 30 September 2016. The execution of these agreements is subject to the completion of the envisaged capital increase in an amount not less than 75 million Euros.
On 30 October , Sonae Indústria announced that the Board of Directors approved, with the favourable opinion of the Statutory Audit Board, the termsfor the planned capital increase of 150 million Euros, from the current 700 million Euros to 850 million Euros, limited to the subscriptions collected, with subscription in cash, through an offering of up to 15,000,000,000 new ordinary shares without nominal value, to be offered with pre‐emption rights for existing shareholders, to investors that acquire subscription rights and to the general public. Shares not subscribed under the Public Offer will be offered thereafter to institutional investors through a private placement. The subscription price was set at 0.01€ per share, at a ratio of 107.1428571428571 new ordinary shares for every 1 ordinary share held.
On 4 November, the Portuguese Securities Market Commission approved the prospectus for the public offering for subscription of up to 15,000,000,000 new shares, in accordance with applicable law. Sonae Indústria's majority shareholder, Efanor Investimentos, SGPS, S.A. has assumed the commitment to exercise, directly and through controlled subsidiaries, the respective pre‐emption rightsin the subscription of the current Share Capital Increase (circa 51% of Sonae Indústria's share capital).
Forthe last quarter of this year, we expect to deliver a similar improving trend in performance as witnessed in the last two quarters. However, we will continue to face some challenges in terms of input prices and availability of wood. As such, the gradual economic recovery expected for Europe combined with the benefits of the strategic initiativesthat have been or are in the process of being implemented,should allow us to continue to achieve improved levels of operating profitability when compared to last year.
We aim to complete the implementation of the defined strategic plan, including the final efforts to adapt our industrial footprint and concentrate production in our more efficient and profitable plants, together with the on‐going initiatives to improve our product mix and streamline our cost structure.
In terms of our capital structure, we expect to complete successfully the implementation of the share capital increase, which together with the signed refinancing agreements will allow usto achieve a material recapitalization of the business.
Maia, 12 November 2014
The Board of Directors
Belmiro Mendes de Azevedo
Rui Correia
Paulo Azevedo
Christopher Lawrie
Albrecht Ehlers
Jan Bergmann
Javier Vega
| Capacity Utilization Index | Finished‐Available Production (m3) / Installed production capacity (m3); raw boards only |
|---|---|
| CAPEX | Investment in Tangible Fixed Assets |
| EBITDA | Earnings Before Interests and Taxes + Depreciations and Amortizations + (Provisions and impairment losses ‐ Impairment losses in trade receivables + Reversion of impairment losses in trade receivables) |
| FTEs | Full Time Equivalent |
| Fixed Costs | Overheads + Personnel costs (internal and external); management accounts concept |
| Gross Debt | Bank loans + Debentures + Obligations under finance leases + other loans + Loans from related parties |
| Headcount | Total number of internal FTEs, excluding trainees |
| MDF | Medium Density Fibreboard |
| Net Debt | Gross Debt ‐ Cash and cash equivalents |
| Net Debt to LTM Rec. EBITDA |
Net Debt / Last Twelve Months Recurrent EBITDA |
| OSB | Oriented Strand Board |
| Recurrent EBITDA | EBITDA excluding non‐recurrent operational income / costs |
| Recurrent EBITDA margin | Recurrent EBITDA / Turnover |
| Working Capital | Inventories + Trade Debtors – Trade Creditors |
(Amounts expressed in Euros)
| ASSETS | Notes | 30.09.2014 | 31.12.2013 | 01.01.2013 |
|---|---|---|---|---|
| Restated | Restated | |||
| NON CURRENT ASSETS: | ||||
| Tangible fixed assets | 8 | 781 144 037 | 791 474 128 | 780 835 070 |
| Goodwill | 25 | 81 984 938 | 81 840 163 | 92 496 051 |
| Intangible assets | 8 717 191 | 7 398 158 | 7 062 528 | |
| Investment properties | 1 235 763 | 1 268 956 | 1 313 215 | |
| Investment in associates | 6, 7 | 1 344 591 | 1 566 686 | 2 262 846 |
| Investment in joint ventures | 5, 7 | 3 584 225 | 5 638 909 | 9 008 848 |
| Investment available for sale | 1 121 815 | 1 108 824 | 1 091 540 | |
| Deferred tax asset | 33 294 136 | 33 241 208 | 24 096 895 | |
| Other non current assets | 9 | 967 426 | 15 248 819 | 15 564 646 |
| Total non current assets | 913 394 122 | 938 785 851 | 933 731 639 | |
| CURRENT ASSETS: | ||||
| Inventories | 111 275 245 | 118 045 777 | 124 338 267 | |
| Trade debtors | 135 137 216 | 117 503 156 | 136 607 907 | |
| Other current debtors | 10 | 21 235 203 | 5 561 605 | 13 807 903 |
| State and other public entities | 11 933 422 | 10 013 586 | 7 716 843 | |
| Other current assets | 11 | 10 866 762 | 13 894 674 | 12 453 768 |
| Cash and cash equivalents | 12 | 24 924 766 | 26 988 389 | 22 795 232 |
| Total current assets | 315 372 614 | 292 007 187 | 317 719 920 | |
| Non-current assets held for sale | 13 | 4 318 092 | 4 411 224 | |
| TOTAL ASSETS | 1 228 766 736 | 1 235 111 130 | 1 255 862 783 | |
| SHAREHOLDERS`FUNDS, NON-CONTROLLING INTERESTS AND LIABILITIES | ||||
| SHAREHOLDERS`FUNDS: | ||||
| Share capital | 700 000 000 | 700 000 000 | 700 000 000 | |
| Legal reserve | 3 131 757 | 3 131 757 | 3 131 757 | |
| Other reserves and accumulated earnings | - 698 165 391 | - 647 867 883 | - 569 867 023 | |
| Accumulated other comprehensive income | 14 | 76 663 213 | 72 681 459 | - 380 018 |
| Total | 81 629 579 | 127 945 333 | 132 884 716 | |
| Non-controlling interests | - 145 498 | - 795 247 | - 939 705 | |
| TOTAL SHAREHOLDERS`FUNDS | 81 484 081 | 127 150 086 | 131 945 011 | |
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Bank loans - net of current portion | 15 | 88 917 872 | 123 145 528 | 128 275 420 |
| Non convertible debentures | 15 | 104 130 353 | 118 908 927 | 248 344 033 |
| Finance lease creditors - net of current portion | 15 | 25 284 795 | 30 153 351 | 36 192 908 |
| Other loans | 15 | 2 748 238 | 2 553 262 | 78 868 673 |
| Post-retirement liabilities | 25 130 889 | 25 651 828 | 27 679 582 | |
| Other non current liabilities | 16 | 43 655 556 | 54 031 408 | 62 895 948 |
| Deferred tax liabilities | 72 288 077 | 72 647 868 | 59 123 409 | |
| Provisions | 18 | 9 015 344 | 7 352 456 | 7 356 628 |
| Total non current liabilities | 371 171 124 | 434 444 628 | 648 736 601 | |
| CURRENT LIABILITIES: | ||||
| Current portion of non-current bank loans | 15 | 15 896 057 | 22 165 408 | 92 193 562 |
| Current bank loans | 15 | 364 694 087 | 198 547 978 | 37 381 104 |
| Current portion of non-current non convertible debentures | 15 | 29 997 945 | 129 918 927 | 55 000 000 |
| Current portion of non-current finance lease creditors | 15 | 6 122 442 | 5 558 615 | 4 114 170 |
| Other loans | 15 | 59 762 343 | 70 902 123 | 4 060 098 |
| Trade creditors | 153 707 327 | 153 098 712 | 171 923 831 | |
| Taxes and other contributions payable | 16 127 014 | 12 186 237 | 14 028 311 | |
| Other current liabilities | 15, 17 | 120 623 735 | 79 813 873 | 84 461 102 |
| Provisions | 18 | 9 180 581 | 1 324 543 | 12 018 993 |
| Total current liabilities | 776 111 531 | 673 516 416 | 475 181 171 | |
| TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES | 1 228 766 736 | 1 235 111 130 | 1 255 862 783 |
The notes are an integral part of the consolidated financial statements
The Board of Directors
| Notes | 30.09.2014 | 3rd. Quarter 2014 | 30.09.2013 Restated Unaudited |
3rd. Quarter 2013 Restated Unaudited |
|
|---|---|---|---|---|---|
| Sales | 21, 24 | 851 511 033 | 265 046 912 | 911 850 175 | 287 594 710 |
| Services rendered | 21, 24 | 4 196 729 | 1 501 712 | 3 231 677 | 1 266 519 |
| Other income and gains | 20,21 | 43 077 547 | 18 639 653 | 18 144 438 | 5 027 749 |
| Cost of sales | 21 | 461 458 251 | 138 722 241 | 482 890 888 | 150 507 403 |
| (Increase) / decrease in production | 21 | 5 167 148 | 1 121 973 | - 4 189 962 | 923 471 |
| External supplies and services | 21 | 222 371 364 | 67 780 476 | 245 355 858 | 76 937 784 |
| Staff expenses | 21 | 134 277 709 | 46 134 805 | 147 366 439 | 46 115 839 |
| Depreciation and amortisation | 52 861 554 | 17 495 050 | 53 795 016 | 17 748 005 | |
| Provisions and impairment losses (increase / reduction) | 18, 21 | 12 974 581 | 3 339 631 | - 8 058 091 | - 1 013 126 |
| Other expenses and losses | 21 | 8 862 805 | 2 958 247 | 9 804 202 | 3 038 528 |
| Operating profit / (loss) | 24 | 811 897 | 7 635 854 | 6 261 940 | - 368 926 |
| Financial expenses | 22 | 47 221 115 | 16 408 565 | 47 120 484 | 14 801 011 |
| Financial income | 22 | 3 601 331 | 1 631 030 | 4 324 399 | 1 615 051 |
| Gains and losses in associated companies | 6 | - 222 095 | - 686 481 | ||
| Gains and losses in joint ventures Gains and losses in investments |
5 | - 2 029 667 | - 878 500 | - 2 627 787 | - 987 226 |
| Net profit/(loss) from continuing operations, before taxation | - 45 059 649 | - 8 020 181 | - 39 848 413 | - 14 542 112 | |
| Taxation | 23 | 2 373 603 | 1 432 489 | 5 546 019 | 1 386 344 |
| Consolidated net profit / (loss) from continuing operations, afer taxation | - 47 433 252 | - 9 452 670 | - 45 394 432 | - 15 928 456 | |
| Profit / (loss) from discontinued operations, after taxation | |||||
| Consolidated net profit / (loss) for the period | - 47 433 252 | - 9 452 670 | - 45 394 432 | - 15 928 456 | |
| Attributable to: | |||||
| Equity Holders of Sonae Industria | |||||
| Continuing operations | - 47 372 348 | - 9 712 413 | - 44 953 224 | - 15 773 417 | |
| Discontinuing operations | |||||
| Equity Holders of Sonae Industria | - 47 372 348 | - 9 712 413 | - 44 953 224 | - 15 773 417 | |
| Non-controlling interests | |||||
| Continuing operations Discontinuing operations |
- 60 904 | 259 743 | - 441 208 | - 155 039 | |
| Non-controlling interests | - 60 904 | 259 743 | - 441 208 | - 155 039 | |
| Profit/(Loss) per share Fom continuing operations: |
|||||
| Basic | - 0.3384 | - 0.0694 | - 0.3211 | - 0.1127 | |
| Diluted | - 0.3384 | - 0.0694 | - 0.3211 | - 0.1127 | |
| From discontinued operations: | |||||
| Basic | |||||
| Diluted |
The notes are an integral part of the consolidated financial statements
The board of directors
(Amounts expressed in Euros)
| Notes | 30.09.2014 | 3rd Quarter 2014 | 30.09.2013 | 3rd Quarter 2013 | |
|---|---|---|---|---|---|
| Unaudited | Unaudited | ||||
| Net consolidated profit / (loss) for the period (a) | - 47 433 252 | - 9 452 670 | - 45 394 432 | - 15 928 456 | |
| 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 |
3 014 082 - 7 723 |
2 437 523 5 690 |
- 12 684 526 - 11 622 |
- 2 804 640 3 636 |
|
| Other consolidated comprehensive income for the period, net of tax (b) | 3 006 359 | 2 443 213 | - 12 696 148 | - 2 801 004 | |
| Total consolidated comprehensive income for the period (a) + (b) | - 44 426 893 | - 7 009 457 | - 58 090 580 | - 18 729 460 | |
| Total consolidated comprehensive income attributable to: | |||||
| Equity holders of Sonae Industria | - 44 390 168 | - 7 282 288 | - 57 495 683 | - 18 540 295 | |
| Non-controlling interests | - 36 725 | 272 831 | - 594 897 | - 189 165 | |
| - 44 426 893 | - 7 009 457 | - 58 090 580 | - 18 729 460 |
The notes are an integral part of the consolidated financial statements
| Sha apit al re c |
al rese Leg rve |
Oth er R ese rves and ulat ed acc um ning ear s |
Acc ulat ed um oth er hen siv com pre e in com e |
s` Tot al s har eho lder fun ds a ttrib ble uta to the ity h olde equ rs of S dús e In tria ona |
Non trol ling con inte rest s |
Tot al sha reh olde rs' fun ds |
||
|---|---|---|---|---|---|---|---|---|
| Not es |
14 | |||||||
| Bal at 1 Ja ry 2 013 stat ed anc e as nua - re |
700 000 000 |
3 13 1 75 7 |
-56 9 86 7 02 3 |
- 38 0 01 8 |
132 884 716 |
- 93 9 70 5 |
13 1 94 5 01 1 |
|
| for t Tota l co lida ted preh ive inco he p erio d nso com ens me ofit/ Net soli date d pr (los s) fo r the iod tate d con per - res Oth olid ated preh ive inco for t he p erio d er c ons com ens me Tota l - re stat ed |
-44 953 224 -44 953 224 |
-12 542 459 -12 542 459 |
- 44 953 224 - 12 542 459 -57 495 683 |
- 4 41 2 08 - 1 53 6 89 - 59 4 89 7 |
- 45 394 432 - 12 696 148 -58 090 580 |
|||
| Oth ers |
- 13 5 69 0 |
- 13 5 69 0 |
- 1 00 |
- 1 35 7 90 |
||||
| 0 Se Bal at 3 pte mbe r 20 13 - tate d anc e as res |
700 000 000 |
3 13 1 75 7 |
-61 4 95 5 93 7 |
-12 922 477 |
75 2 53 3 43 |
-1 5 34 7 02 |
73 718 641 |
| Sha apit al re c |
al rese Leg rve |
Oth er R ese rves and ulat ed acc um ning ear s |
Acc ulat ed um oth er hen siv com pre e in com e |
Tot al s har eho lder s` fun ds a ttrib ble uta to the ity h olde equ rs of S e In dús tria ona |
Non trol ling con inte rest s |
Tot al sha reh olde rs' fun ds |
||
|---|---|---|---|---|---|---|---|---|
| Not es |
14 | |||||||
| Bal at 1 Ja ry 2 014 anc e as nua |
700 000 000 |
3 1 31 7 57 |
- 64 7 86 7 88 3 |
72 6 81 4 59 |
127 945 333 |
- 7 95 2 47 |
127 150 086 |
|
| Tota l co lida ted preh ive inco for t he p erio d nso com ens me Net soli date d po fit/(l ) for the iod con oss per Oth olid ated preh ive inco for t he p erio d er c ons com ens me |
-47 372 348 |
2 98 2 18 0 |
- 47 372 348 2 9 82 1 80 |
- 60 904 24 179 |
- 47 433 252 3 0 06 3 59 |
|||
| Tota l |
-47 372 348 |
2 98 2 18 0 |
- 44 390 168 |
- 3 6 72 5 |
- 44 426 893 |
|||
| Sha re-b d pa lan nt p ase yme Cha in o rshi p in tere st nge wne Oth ers |
176 418 -1 6 44 1 96 -1 4 57 3 82 |
999 574 |
17 6 41 8 - 6 44 6 22 -1 4 57 3 82 |
1 17 64 4 62 2 41 735 |
17 6 53 5 - 1 415 647 |
|||
| Bal at 3 0 Se mbe r 20 14 pte anc e as |
700 000 000 |
3 13 1 75 7 |
-69 8 16 5 39 1 |
76 6 63 2 13 |
81 6 29 5 79 |
- 14 5 49 8 |
81 484 081 |
The notes are an integral part of the consolidated financial statements
The board of directors
(Amounts expressed in Euros)
| Notes | 30.09.2014 | 30.09.2013 | |
|---|---|---|---|
| OPERATING ACTIVITIES | Unaudited Restated |
||
| Receipts from trade debtors | 826 059 311 | 885 535 950 | |
| Payments to trade creditors | 674 450 120 | 723 256 699 | |
| Payments to staff | 132 770 241 | 147 838 892 | |
| Net cash flow from operations | 18 838 950 | 14 440 359 | |
| Payment / (receipt) of corporate income tax | 6 648 983 | 3 331 427 | |
| Other receipts / (payments) relating to operating activities | 4 295 769 | 7 319 753 | |
| Net cash flow from operating activities (1) | 16 485 736 | 18 428 685 | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Investments Tangible fixed assets and intangible assets |
20 | 29 898 940 | 89 014 5 829 323 |
| Investment subventions | 774 076 | 118 594 | |
| Dividends | 25 000 | 12 000 | |
| Non-current assets held for sale | 4 434 516 | ||
| 35 132 532 | 6 048 931 | ||
| Cash Payments arising from: | |||
| Investments Tangible fixed assets and intangible assets |
1 339 31 512 294 |
13 990 686 | |
| Others | 122 560 | 131 | |
| 31 636 193 | 13 990 817 | ||
| Net cash used in investment activities (2) | 3 496 339 | - 7 941 886 | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Interest and similar income | 546 295 | 719 858 | |
| Loans obtained | 2 190 794 536 | 2 110 006 572 | |
| Increase in share capital | 97 196 2 191 438 027 |
2 110 726 430 | |
| Cash Payments arising from: | |||
| Interest and similar charges | 31 835 548 | 28 797 544 | |
| Loans granted to related parties | 3 000 000 | ||
| Loans obtained | 2 174 786 707 | 2 047 705 097 | |
| Finance leases - repayment of principal | 4 324 171 | 3 515 696 | |
| Others | 74 511 | ||
| 2 210 946 426 | 2 083 092 848 | ||
| Net cash used in financing activities (3) | - 19 508 399 | 27 633 582 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 473 676 | 38 120 381 | |
| Effect of foreign exchange rate | - 116 592 | - 82 519 | |
| Cash and cash equivalents at the beginning of the period | 12 | 20 940 411 | - 14 585 872 |
| Cash and cash equivalents at the end of the period | 12 | 21 530 679 | 23 617 028 |
The notes are an integral part of the consolidated financial statements
The board of directors
FOR THE PERIOD ENDED 30 SEPTEMBER 2014 (Amounts expressed in euros)
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.
Consolidated financial statements for the periods ended 30 September 2014 and 30 June 2014 were subject to a limited revision carried out by the company's statutory external auditor.
Consolidated financial statements for the periods ended 30 September 2013 and 30 June 2013 were not subject to a limited revision by the company's statutory external auditor.
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 2013, except for the accounting policy for recognition of investment in joint ventures, which was changed as referred to in notes 2.2.2 and 3.
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 2013.
These consolidated financial statements were prepared on the basis of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and with Interpretations issued by the IFRS Interpretations Committee (IFRS IC), effective from 1 January 2014 and endorsed by the European Union.
2.2.1. In the period ended 30 September 2014 the following standards, effective in coming periods, had been issued but not still endorsed by the European Union:
IAS 19 (amendment), Employee Benefits (effective for periods beginning on or after 1 July 2014). This narrow scope amendment applies to contributions from employees or third parties to defined benefit plans. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service;
Annual improvements 2012 (effective for periods beginning on or after 1 July 2014). These amendments include changes from the 2010-12 cycle of the annual improvements project, that affect the following standards: IFRS 2, Share-based Payment, IFRS 3, Business Combinations, IFRS 8, Operating Segments, IFRS 13, Fair Value Measurement, IAS 16, Property, Plant and Equipment, IFRS 9, Financial Instruments, IAS 37, Provisions, Contingent Liabilities and Contingent Assets, and IAS 39, Financial Instruments – Recognition and Measurement;
Annual improvements 2013 (effective for periods beginning on or after 1 July 2014). The amendments include changes from the 2011-2013 cycle of the annual improvements project that affect 4 standards: IFRS 1, First Time Adoption, IFRS 3,
Business Combinations, IFRS 13, Fair Value Measurement and IAS 40, Investment Property;
IFRS 11 (amendment), Joint Arrangements (effective for periods beginning on or after 1 January 2016). This amendment adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business;
IAS 16 (amendment), Tangible Fixed Assets, and IAS 38 (amendment), Intangible Assets (effective for periods beginning on or after 1 January 2016). In this amendment the IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB has also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset;
IAS 27 (amendment), Separate Financial Statements (effective for periods beginning on or after 1 January 2016). These amendments allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements;
IFRS 10 (amendment), Consolidated Financial Statements, and IAS 28 (amendment), Investment in Associates and Joint Ventures (effective for periods beginning on or after 1 January 2016). These amendments address an inconsistency between the requirements in IFRS 10 and those in IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary;
IFRS 9 (new), Financial Instruments (effective for periods beginning on or after 1 January 2018). This standard replaces the guidance in IAS 39. It includes requirements on the classification and measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred loss impairment model;
IFRS 14 (new), Regulatory Deferral Accounts (applicable for periods beginning on or after 1 January 2016). This standard allows first-time adopting entities to keep recognizing regulatory assets and liabilities according to the accounting policy used in
the former standards. However, to enhance comparability with entities using IFRSs, which do not recognize regulatory assets or liabilities, the amounts thereon must be separately disclosed on the financial statements;
IFRS 15 (new), Revenue from Contracts with Customers (effective for annual periods beginning on or after 1 January 2017). This new standard applies only to contracts with customers to provide goods or services, and requires an entity to recognise revenue when the contractual obligation to deliver goods or services is fulfilled and for the amount that reflects the consideration the entity is expected to be entitled to, following a five step approach;
IFRIC 21 (new), 'Levies' (effective for annual periods beginning on or after 17 June 2014). Interpretation to IAS 37 and the recognition of a liability, clarifying that the obligation event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment.
The Company does not estimate any significant effect to arise from the application of these standards.
2.2.2. During the period ended 30 September 2014 the following accounting standards, which were issued and endorsed by the European Union by 31 December 2013, became effective:
IFRS 10 (new), Consolidated Financial Statements. IFRS 10 replaces all principles related to control and consolidation included in IAS 27 and SIC 12 by changing the definition of control and the criteria to be used for identifying control. The core principle that a consolidated entity presents a parent and its subsidiaries as a single entity remains unchanged;
IFRS 11 (new), Joint Arrangements. IFRS 11 focus on rights and obligations arising from joint arrangements rather than on legal form. Joint arrangements may consist of joint operations (rights to the assets and obligations) or joint ventures (rights to the net assets recognized using the equity method). Proportionate consolidation is no longer allowed to measure joint controlled entities;
IFRS 12 (new), Disclosure of Interests in Other Entities. This standard sets out disclosure requirements for all types of interests in other entities, including subsidiaries, joint arrangements, associates and specific purpose entities, in order to assess the nature, risks and financial effects related to interest in other entities;
Amendments to IFRS 10, IFRS 11 and IFRS 12, Transition Guidance. This amendment clarifies that when the accounting treatment of financial investments under IFRS 10 is different from the one under the former IAS 27/SRC 12, comparative information must only be re-presented for the immediately preceding period. Any differences arising must be recognized through net equity at beginning date of the comparative period. Specific disclosure requirements are included in IFRS 12;
IAS 27 (amended 2011), Separate Financial Statements. IAS 27 was amended after IFRS 10 was issued and contains the recognition and disclosure requirements for investments in subsidiaries, joint ventures and associates of entities that prepare separate financial statements;
IAS 28 (amended 2011), Investments in Associates and Joint Ventures. IAS 28 was amended after IFRS 11 was issued and now includes the accounting treatment for investments in associates and joint ventures as well as the requirements for applying the equity method;
IAS 32 (amendment), Financial Instruments: Presentation – Offsetting Financial Assets and Financial liabilities. This amendment is part of IASB's project for offsetting assets and liabilities, and aims to clarify the statement "have the right to receive or pay a single net amount". It further clarifies that some systems settling two financial instruments (clearing houses) may be equivalent to settlement of a single amount;
IAS 36 (amendment), Recoverable amount disclosures for non-financial assets. This amendment refers to disclosure requirements of impaired assets for which recoverable amounts were measured for fair value less estimated costs to sell;
IAS 39 (amendment), Novation of derivatives and continuation of hedge accounting. This amendment allows an entity to keep applying hedge accounting for a derivative that was designated as a hedging instrument, when a law or regulation transfers the counterparty rights to a clearing house;;
Amendments to IFRS 10, IFRS 12 and IAS 27, Investment entities. This amendment defines investment entities, which are exempted from applying IFRS 10 to investments in subsidiaries. These ones should be measured at fair value through profit or loss, in accordance with IAS 39. Specific disclosure requirements are included in IFRS 12.
Effects arising from the application of these standards are detailed in note 3.
Exchange rates used for translating foreign group, jointly controlled and associated companies are listed below:
| 30.09.2014 | 31.12.2013 | 30.09.2013 | ||||
|---|---|---|---|---|---|---|
| Closing rate |
Average rate |
Closing rate |
Average rate |
Closing rate |
Average rate |
|
| Great Britain Pound | 0.7773 | 0.8118 | 0.8337 | 0.8489 | 0.8361 | 0.8518 |
| South African Rand | 14.2613 | 14.5307 | 14.5666 | 12.7730 | 13.5980 | 12.4425 |
| Canadian Dollar | 1.4058 | 1.4816 | 1.4671 | 1.3669 | 1.3912 | 1.3471 |
| American Dollar | 1.2583 | 1.3548 | 1.3791 | 1.3275 | 1.3505 | 1.3163 |
| Swiss Franc | 1.2063 | 1.2180 | 1.2276 | 1.2308 | 1.2225 | 1.2313 |
Source: Bloomberg
On these consolidated financial statements, investment in joint ventures is measured using equity method (EQ). Until 31 December 2013, joint ventures were included in consolidation using the proportionate consolidation method (PROP). As a consequence of this change to equity method, information for the comparative period was restated.
Effects on the Consolidated Statement of Financial Position for the comparative period arising from this change are as follows:
| ASSETS | 31.12.2013 | 31.12.2013 | Var. | |
|---|---|---|---|---|
| PROP (a) | EQ (b) | (b) - (a) | ||
| NON CURRENT ASSETS: | ||||
| Tangible fixed assets | 811 477 229 | 791 474 128 | - 20 003 101 | |
| Goodwill | 81 840 163 | 81 840 163 | ||
| Intangible assets | 7 491 577 | 7 398 158 | - 93 419 | |
| Investment properties | 1 268 956 | 1 268 956 | ||
| Investment in associates | 1 566 686 | 1 566 686 | ||
| Investment in joint ventures | 5 638 909 | 5 638 909 | ||
| Investment available for sale | 1 108 824 | 1 108 824 | ||
| Deferred tax asset | 34 003 208 | 33 241 208 | - 762 000 | |
| Other non current assets | 1 073 819 | 15 248 819 | 14 175 000 | |
| Total non current assets | 939 830 462 | 938 785 851 | - 1 044 611 | |
| CURRENT ASSETS: | ||||
| Inventories | 123 468 707 | 118 045 777 | - 5 422 930 | |
| Trade debtors | 121 013 543 | 117 503 156 | - 3 510 387 | |
| Other current debtors | 5 565 730 | 5 561 605 | - 4 125 | |
| State and other public entities | 10 182 506 | 10 013 586 | - 168 920 | |
| Other current assets | 13 979 041 | 13 894 674 | - 84 367 | |
| Cash and cash equivalents | 27 295 811 | 26 988 389 | - 307 422 | |
| Total current assets | 301 505 338 | 292 007 187 | - 9 498 151 | |
| Non-current assets held for sale | 4 318 092 | 4 318 092 | ||
| TOTAL ASSETS | 1 245 653 892 | 1 235 111 130 | - 10 542 762 | |
| SHAREHOLDERS`FUNDS 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 | - 647 867 883 | - 647 867 883 | ||
| Accumulated other comprehensive income | 72 681 459 | 72 681 459 | ||
| Total | 127 945 333 | 127 945 333 | ||
| Non-controlling interests | - 795 247 | - 795 247 | ||
| TOTAL SHAREHOLDERS`FUNDS | 127 150 086 | 127 150 086 | ||
| LIABILITIES: | ||||
| NON CURRENT LIABILITIES: | ||||
| Long term bank loans - net of short-term portion | 123 145 528 | 123 145 528 | ||
| Non convertible debentures | 118 908 927 | 118 908 927 | ||
| Long term Finance Lease Creditors - net of short-term portion | 30 153 351 | 30 153 351 | ||
| Other loans | 2 553 262 | 2 553 262 | ||
| Post-retirement liabilities | 25 651 828 | 25 651 828 | ||
| Other non current liabilities | 55 758 364 | 54 031 408 | - 1 726 956 | |
| Deferred tax liabilities | 73 558 661 | 72 647 868 | - 910 793 | |
| Provisions | 7 433 001 | 7 352 456 | - 80 545 | |
| Total non current liabilities | 437 162 922 | 434 444 628 | - 2 718 294 | |
| CURRENT LIABILITIES: | ||||
| Short term portion of long term bank loans | 22 165 408 | 22 165 408 | ||
| Short term bank loans | 201 693 837 | 198 547 978 | - 3 145 859 | |
| Short term portion of long term non convertible debentures | 129 918 927 | 129 918 927 | ||
| Short term portion of Finance Lease Creditors | 5 558 615 | 5 558 615 | ||
| Other loans | 70 902 123 | 70 902 123 | ||
| Trade creditors | 156 380 414 | 153 098 712 | - 3 281 702 | |
| Taxes and Other Contributions Payable | 12 259 031 | 12 186 237 | - 72 794 | |
| Other current liabilities | 81 137 986 | 79 813 873 | - 1 324 113 | |
| Provisions | 1 324 543 | 1 324 543 | ||
| Total current liabilities | 681 340 884 | 673 516 416 | - 7 824 468 | |
| TOTAL EQUITY AND LIABILITIES | 1 245 653 892 | 1 235 111 130 | - 10 542 762 | |
| 01.01.2013 | 01.01.2013 | Var. | ||
| PROP (a) | EQ (b) | (b) - (a) | ||
| Total Assets | 1269 874 764 | 1255 862 783 | -14 011 981 | |
| Total Net Shareholders' Funds | 131 945 011 | 131 945 011 | ||
| Total Liabilities | 1137 929 753 | 1123 917 772 | -14 011 981 |
Effects on the Consolidated Income Statement for the comparative period arising from this change are as follows:
| 30.09.2013 | 30.09.2013 | Var. | |
|---|---|---|---|
| PROP (a) | EQ (b) | (b) - (a) | |
| Sales | 935 693 150 | 911 850 175 | - 23 842 975 |
| Services rendered | 2 960 816 | 3 231 677 | 270 861 |
| Other income and gains | 18 993 547 | 18 144 438 | - 849 109 |
| Cost of sales | 493 101 982 | 482 890 888 | - 10 211 094 |
| (Increase) / decrease in production | - 5 000 580 | - 4 189 962 | 810 618 |
| External supplies and services | 254 971 704 | 245 355 858 | - 9 615 846 |
| Staff expenses | 151 937 931 | 147 366 439 | - 4 571 492 |
| Depreciation and amortisation | 56 300 533 | 53 795 016 | - 2 505 517 |
| Provisions and impairment losses (increase / decrease) | - 8 055 625 | - 8 058 091 | - 2 466 |
| Other expenses and losses | 9 922 592 | 9 804 202 | - 118 390 |
| Operating profit / (loss) | 4 468 976 | 6 261 940 | 1 792 964 |
| f hi h Financial income |
3 960 184 | 4 324 399 | 364 215 |
| Financial expenses | 47 591 092 | 47 120 484 | - 470 608 |
| Gains and losses in associated companies | - 686 481 | - 686 481 | |
| Gains and losses in joint ventures | - 2 627 787 | - 2 627 787 | |
| Gains and losses in investments | |||
| Net profit / (loss) from continuing operations, before taxation | - 39 848 413 | - 39 848 413 | |
| Taxation | 5 546 019 | 5 546 019 | |
| Consolidated net profit / (loss) from continuing operations, after taxation | - 45 394 432 | - 45 394 432 | |
| Profit / (loss) after taxation from descontinued operations | |||
| Consolidated net profit / (loss) for the period | - 45 394 432 | - 45 394 432 | |
| Attributable to: | |||
| Equity Holders of Sonae Industria | - 44 953 224 | - 44 953 224 | |
| Attributable to: | |||
| Non-controlling interests | - 441 208 | - 441 208 |
In the consolidated financial statements for the period ended 31 December 2013, the Company started applying IAS 19 (amended), which changed the accounting policy for the recognition of remeasurements in defined benefit plans. This change was applied retrospectively and affected the Consolidated Statement of Changes in Net Shareholders' Funds for the comparative period as follows:
| Total Consolidated Net Shareholders' |
|
|---|---|
| Funds | |
| 30.09.2013 | |
| Published | 76 930 696 |
| Amendment to IAS 19 - remeasurements | -3 212 055 |
| Restated | 73 718 641 |
Changes referred to in 3.1 and 3.2 had no effect in other comprehensive income for the comparative period.
During the period ended 30 September 2014, the subsidiaries Tafisa Investissement and Tafisa Participation were dissolved with no relevant effects on these consolidated financial statements.
In the same period, the Group's direct and indirect interest in subsidiary Tafisa – Tableros de Fibras, SA increased from 98.78% to 99.86% as a result of an increase in this entity's share capital.
Joint ventures, their head offices, percentage of share capital held on 30 September 2014 and 31 December 2013 are as follows:
| COMPANY | HEAD OFFICE | PERCENTAGE OF CAPITAL HELD | |||
|---|---|---|---|---|---|
| 30.09.2014 31.12.2013 |
|||||
| Direct | Total | Direct | Total | ||
| Laminate Park GmbH & Co. KG | Eiweiler (Germany) | 50.00% | 49.56% | 50.00% | 49.39% |
| Tecmasa. Reciclados de Andalucia, S. L. | Alcalá de Guadaira (Spain) | 50.00% | 49.56% | 50.00% | 49.39% |
Laminate Park GmbH & Co. KG is a jointly-controlled company based in Germany, where it carries out its activity that consists in producing and selling wood derivative flooring.
Tecmasa, Reciclados de Andalucia, SL is a jointly-controlled company based in Spain. Its activity consists in trading wood for recycling.
Joint control of these companies is established by contract.
Level one fair value of investment in these companies is not available as shares representing their share capital are not listed.
Net assets and net profit/loss for these jointly-controlled companies, whose share was recognized on these consolidated financial statements under equity method, are detailed as follows:
| 30.09.2014 | |||
|---|---|---|---|
| Tecmasa, | Tecmasa, | ||
| Andalucia | Reciclados de Andalucia |
||
| 38 428 043 | 227 558 | 41 466 898 | 250 141 |
| 23 360 601 | 394 317 | 19 754 292 | 407 493 |
| 33 309 589 | 33 786 589 | ||
| 21 862 497 | 65 916 | 16 698 738 | 111 652 |
| 60 723 374 | 397 271 | 82 050 724 | 529 667 |
| 63 230 029 | 336 928 | 96 042 248 | 433 175 |
| -4 119 306 | 59 977 | -9 475 061 | 73 108 |
| Laminate Park | Reciclados de | 31.12.2013 Laminate Park |
Associated companies, their head offices and the percentage of share capital held as at 30 September 2014 and 31 December 2013 are as follows:
| COMPANY | HEAD OFFICE | PERCENTAGE OF CAPITAL HELD | |||
|---|---|---|---|---|---|
| 30.09.2014 | 31.12.2013 | ||||
| Direct | Total | Direct | Total | ||
| Serradora Boix | Barcelona | 31.25% | 30.97%% | 31.25% | 30.87% |
The Group's share of net assets and net profit/(loss) for this associated company was recognized in these consolidated financial statements using equity method and are detailed as follows:
| 30.09.2014 | 31.12.2013 | |
|---|---|---|
| Assets | 13 773 765 | 16 565 084 |
| Liabilities | 9 434 255 | 11 328 114 |
| Operating revenues | 22 311 843 | 22 631 416 |
| Net Profit or loss | - 719 457 | -2 223 794 |
Assets, liabilities, operating revenues and net profit or loss on the previous table refer to the associated company's financial statements for the annual period preceding 30.09.2014 and 31.12.2013, respectively. The Company estimate that no significant effect arises from this time difference.
At 30 September 2014 and 31 December 2013, details of Investment in joint ventures and in associated companies, on the Consolidated Statement of Financial position, are as follows:
| 30.09.2014 | 31.12.2013 | |
|---|---|---|
| Restated | ||
| Investment in joint ventures | ||
| Opening balance | 5 638 909 | 9 008 848 |
| Effect of equity method application | -2 054 684 | -3 369 939 |
| Closing balance | 3 584 225 | 5 638 909 |
| Investment in associated companies | ||
| Opening balance | 1 566 686 | 2 262 846 |
| Effect of equity method application | - 222 095 | - 696 160 |
| Closing balance | 1 344 591 | 1 566 686 |
At 30 September 2014 and 31 December 2013, movements in tangible assets, accumulated depreciation and impairment losses were as follows:
| 30.09.2014 | 31.12.2013 | |
|---|---|---|
| Restated | ||
| Gross cost: | ||
| Opening balance | 2 437 445 591 | 2 137 978 726 |
| Capital expenditure | 45 326 911 | 22 128 751 |
| Disposals | 144 391 900 | 28 007 802 |
| Revaluation | 364 778 071 | |
| Transfers and reclassifications | 187 280 | 221 665 |
| Exchange rate effect | 15 557 685 | - 59 653 820 |
| Closing balance | 2 354 125 567 | 2 437 445 591 |
| Accumulated depreciation and impairment | ||
| losses | ||
| Opening balance | 1 645 971 463 | 1 357 143 659 |
| Depreciations for the period | 51 228 904 | 69 075 494 |
| Impairment losses for the period | 2 130 687 | 37 741 500 |
| Disposals | 133 796 557 | 20 076 078 |
| Revaluation | 236 815 660 | |
| Reversion of impairment losses for the perio | 766 671 | 6 736 192 |
| Transfers and reclassifications | 818 | |
| Exchange rate effect | 8 212 886 | - 27 992 580 |
| Closing balance | 1 572 981 530 | 1 645 971 463 |
| Carrying amount | 781 144 037 | 791 474 128 |
Amounts disclosed as disposals in the period ended 30 September 2014 refer mainly to tangible fixes assets of Auxerre and Le Creusot industrial plants, which were sold in April 2014.
At 31 December 2013 the Group carried out a revaluation of land and buildings which was recognized under Tangible Fixed Assets, on the Consolidated Statement of Financial Position. If items of tangible fixed assets included under Buildings had been kept for their cost, depreciation for the period ended 30 September 2014 would be reduced by EUR 4 013 898.
At the closing date of these consolidated financial statements, mortgaged tangible fixed assets as a guarantee of the Group's liabilities amounted to EUR 163 518 178 (EUR 167 568 888 at 31 December 2013).
At 30 September 2014 and 31 December 2013, details of Other non-current assets on the Consolidated Statements of Financial Position were as follows:
| 30.09.2014 | 31.12.2013 | |||||
|---|---|---|---|---|---|---|
| Gross Value | Impairment Net Value |
Gross Value | Impairment | Net Value | ||
| Restated | ||||||
| Trade debtors and other debtors | 965 730 | 965 730 | 1 072 123 | 1 072 123 | ||
| Loans to related parties | 10 931 182 | 10 931 182 | 25 106 182 | 10 931 182 | 14 175 000 | |
| Financial Instruments | 11 896 912 | 10 931 182 | 965 730 | 26 178 305 | 10 931 182 | 15 247 123 |
| State and other public entities | ||||||
| Others | 1 696 | 1 696 | 1 696 | 1 696 | ||
| Assets out of scope of IFRS 7 | 1 696 | 1 696 | 1 696 | 1 696 | ||
| Total | 11 898 608 | 10 931 182 | 967 426 | 26 180 001 | 10 931 182 | 15 248 819 |
At 31 December 2013, loans to related parties consisted of a loan to the jointly-controlled company Laminate Park Gmbh & Co. KG for EUR 14 175 000. As this loan matures 30 June 2015, it was reclassified to Other current debtors on the consolidated financial statements ended 30 September 2014.
At the closing date of these consolidated financial statements, Other current debtors were detailed as follows:
| 30.09.2014 | 31.12.2013 | |||||
|---|---|---|---|---|---|---|
| Gross Value | Impairment | Net Value | Gross Value | Impairment | Net Value | |
| Restated | ||||||
| Other debtors | 4 339 437 | 3 502 | 4 335 935 | 4 135 339 | 3 502 | 4 131 837 |
| Related parties | 14 309 574 | 14 309 574 | 175 525 | 175 525 | ||
| Financial Instruments | 18 649 011 | 3 502 | 18 645 509 | 4 310 864 | 3 502 | 4 307 362 |
| Other debtors | 2 589 694 | 2 589 694 | 1 254 243 | 1 254 243 | ||
| Assets out of scope of IFRS 7 | 2 589 694 | 2 589 694 | 1 254 243 | 1 254 243 | ||
| Total | 21 238 705 | 3 502 | 21 235 203 | 5 565 107 | 3 502 | 5 561 605 |
At 30 September 2014 and 31 December 2013, details of Other current assets on the Consolidated Statement of Financial Position were as follows:
| 30.09.2014 | 31.12.2013 | |||||
|---|---|---|---|---|---|---|
| Gross Value | Impairment | Net Value | Gross Value | Impairment | Net Value | |
| Restated | Restated | Restated | ||||
| Derivatives instruments | 145 131 | 145 131 | 77 618 | 77 618 | ||
| Financial Instruments | 145 131 | 145 131 | 77 618 | 77 618 | ||
| Accrued income | 4 288 966 | 4 288 966 | 6 252 674 | 6 252 674 | ||
| Deferred expenses | 6 432 665 | 6 432 665 | 7 564 382 | 7 564 382 | ||
| Assets out of scope of IFRS 7 | 10 721 631 | 10 721 631 | 13 817 056 | 13 817 056 | ||
| Total | 10 866 762 | 10 866 762 | 13 894 674 | 13 894 674 |
At 30 September 2014 and 31 December 2013, detail of Cash and Cash Equivalents was as follows:
| 30.09.2014 | 31.12.2013 | |
|---|---|---|
| Restated | ||
| Cash at Hand | 60 853 | 53 319 |
| Bank Deposits and Other Treasury Applications | 24 863 913 | 26 935 070 |
| Cash and Cash Equivalents on the Balance Sheet | 24 924 766 | 26 988 389 |
| Bank Overdrafts | 3 394 087 | 6 047 978 |
| Cash and Cash Equivalents on the Statement of Cash Flows | 21 530 679 | 20 940 411 |
During the period ended 30 September 2014, the Group sold the remaining assets of Knowsley industrial plant, England, which were recognized as non-current assets held for sale as at 31 December 2013.
Accumulated other comprehensive income on the Consolidated Statement of Financial Position, is detailed as follows:
| Accumulated other comprehensive income Atributable to the parent's shareholders |
|||||||
|---|---|---|---|---|---|---|---|
| Currency translation |
Available-for sale financial assets |
Revaluation Reserve |
Remeasurements on defined benefit plans |
Share of Other Comprehensive Income of Joint Ventures and Associates |
Income tax related to components of other comprehensive income |
Total | |
| Balance as at 1 January 2013 - restated | 2 699 144 | 93 816 | -4 019 786 | - 846 808 | - 380 018 | ||
| Other consolidated comprehensive income for the period - restated | -12 530 978 | - 11 481 | -12 542 459 | ||||
| Balance as at 30 September 2013 - restated | -9 831 834 | 82 335 | -4 019 786 | - 846 808 | -12 922 477 |
| Accumulated other comprehensive income Atributable to the parent's shareholders |
|||||||
|---|---|---|---|---|---|---|---|
| Currency translation |
Available-for sale financial assets |
Revaluation Reserve |
Remeasurements on defined benefit plans |
Share of Other Comprehensive Income of Joint Ventures and Associates |
Income tax related to components of other comprehensive income |
Total | |
| Balance as at 1 January 2014 | - 16 496 846 | 88 950 | 126 516 277 | - 3 198 742 | 1 371 957 | 35 600 137 | 72 681 459 |
| Other consolidated comprehensive income for the period | 2 989 893 | - 7 713 | 2 982 180 | ||||
| Change in ownership interest Balance as at 30 September 2014 |
100 464 -13 406 489 |
969 82 206 |
1 280 046 127 796 323 |
- 32 965 -3 231 707 |
14 955 1 386 912 |
363 895 35 964 032 |
999 574 76 663 213 |
As at 30 September 2014 and 31 December 2013, Sonae Indústria had the following outstanding loans:
| 30.09.2014 | 31.12.2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Amortised cost | Nominal value | Amortised cost | Nominal value | |||||
| Current | Non current | Current | Non current | Current | Non current | Current | Non current | |
| Restated | Restated | Restated | Restated | |||||
| Bank loans | 380 590 144 | 88 917 872 | 381 131 480 | 89 390 386 | 220 713 386 | 123 145 528 | 221 706 044 | 123 649 568 |
| Debentures | 29 997 945 | 104 130 353 | 30 000 000 | 105 000 000 | 129 918 927 | 118 908 927 | 130 000 000 | 120 000 000 |
| Obligations under finance leases | 6 122 442 | 25 284 795 | 6 122 442 | 25 284 795 | 5 558 615 | 30 153 351 | 5 558 615 | 30 153 351 |
| Other loans Loans from related parties (note 17) |
59 762 343 16 666 667 |
2 748 238 | 60 397 225 16 666 667 |
2 748 238 | 70 902 123 | 2 553 262 | 71 656 925 | 2 553 261 |
| Gross debt | 493 139 541 | 221 081 258 | 494 317 814 | 222 423 419 | 427 093 051 | 274 761 068 | 428 921 584 | 276 356 180 |
| Cash and cash equivalent in balance sheet | 24 924 766 | 24 924 766 | 26 988 389 | 26 988 389 | ||||
| Net debt | 468 214 775 | 221 081 258 | 469 393 048 | 222 423 419 | 400 104 662 | 274 761 068 | 401 933 195 | 276 356 180 |
| Total net debt | 689 296 033 | 691 816 467 | 674 865 730 | 678 289 375 | ||||
In the period ended 30 September 2014, main changes to loans are as follows:
a) In January 2006, Sonae Indústria, SGPS, SA and several financial institutions contracted a commercial paper programme, which was amended in September 2010. At 30 September
2014 there was commercial paper issued for EUR 26 650 000 (EUR 20 000 000 at 31 December 2013);
b) In August 2010, Sonae Indústria, SGPS, SA contracted a loan for EUR 10 000 000 with a Portuguese financial institution. This loan pays interest at variable rate and should be repaid until November 2015. In August 2014, both parts agreed to postpone repayment date to August 2017. At 30 September 2014, the outstanding principal amounted to EUR 3 333 333.
c) In September 2010, Sonae Indústria, SGPS, SA and a Portuguese financial institution entered into a contract to issue commercial paper for a maximum nominal amount of EUR 2 500 000. In March 2014, this limit was increased to EUR 12 500 000, effective from April 2014. Presently, this programme will mature in September 2015. At 30 September 2014, there was commercial paper issued for the programme's full amount (at 31 December 2013 there was no commercial paper issued under this programme);
d) In July 2011, Tafisa Canada Inc. contracted a loan with a syndicate of financial institutions from North America. In July 2014 this contract was refinanced through another loan for a maximum amount of CAD 90 000 000 (revolving), which will mature in July 2019 (by means of a quarterly reduction in maximum available amount). At 30 September 2014, outstanding principal amounted to CAD 75 501 389 (EUR 53 707 158);
e) In July 2011, Tafisa Canada Inc. contracted a loan for CAD 5 000 000 with a Canadian financial institution. In July 2014 both parts agreed on a repayment of CAD 1 126 255 and on reducing maturity date by 12 months, to April 2016. At 30 September 2014, outstanding principal amounted to CAD 2 398 997 (EUR 1 706 503).
f) In September 2013, Sonae Indústria, SGPS, SA entered into a contract to issue commercial paper with a Portuguese financial institution, for a maximum nominal amount of EUR 25 000 000 and maturity date in December 2014. At 30 September 2014, there was commercial paper issued for the programme's total amount (at 31 December 2013 there was no commercial paper issued under this programme);
g) In June 2013, Sonae Indústria, SGPS, SA entered into a new agency agreement with a Portuguese financial institution to issue commercial paper. The programme had a maximum nominal amount of EUR 50 000 000 which was increased to EUR 100 000 000 in December 2013, and the purchase of Commercial Paper was not underwritten. The programme matures in June 2018. At 30 September 2014, there was commercial paper issued under this programme for EUR 74 750 000;
h) In November 2013, Sonae Indústria, SGPS, SA and Taiber, Tableros Aglomerados Ibéricos, S. L. contracted a loan with a Portuguese financial institution for a maximum amount of EUR 50 000 000, which could be withdrawn by each entities over a period up to six months. At 30 September 2014, Taiber, Tableros Aglomerados Ibéricos, S. L. had withdrawn EUR 39 000 000 (no amount had been withdrawn by Sonae Indústria, SGPS, SA). In October 2014, maturity date was postponed from October 2014 to 15 December 2014. Shares of the subsidiary Sonae Novobord are pledged as a guarantee for this loan.
i) In December 2013, Sonae Indústria, SGPS, SA contracted with a Portuguese financial institution a commercial paper programme for a maximum nominal amount of EUR 65 000 000. Presently, this programme will mature in December 2014. At 30 September 2014 and 31 December 2013 there was commercial paper issued for the programme's maximum amount;
j) In August 2014, Sonae Indústria, SGPS, SA entered into a contract to issue commercial paper with private subscription for a maximum nominal amount of EUR 50 000 000. Presently, the programme will mature 4 December 2014. At 30 September 2014, there was commercial paper issued for the programme's maximum amount.
k) Loans from related parties, which amounted to EUR 16 666 666 at 30 September 2014 (non-existent at 31 December 2013) were included in the calculation of total net debt. This loan matures 27 March 2015.
At 30 September 2014, other assets pledged as guarantee of the Group's liabilities amounted to EUR 60 296 220.
a) In March 2014, the Company fully repaid on maturiry date Sonae Industria 2006/2014 Bonds for EUR 50 000 000, which had been issued March 2006;
b) In May 2014, the Company repaid EUR 15 000 000 relating to Sonae Indústria 2010/2017 Bonds, which had been issued May 2010 for EUR 150 000 000.
c) In August 2014, the Company fully repaid on maturity date Sonae Indústria 2006/2014 Bonds – 2nd issue for EUR 50 000 000, which had been issued August 2006.
a) At 30 September 2014, loans recognized under the securitization facility contracted with ING Bank Belgium SA/NV and with Finacity Corporation amounted to EUR 54 304 630 (EUR 65 394 544 at 31 December 2013). This loan matures no later than September 2018 and will be renewed 15 December 2014.
Trade debtors amounting to EUR 76 711 218 (EUR 75 997 148 at 31 December 2013) 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 2014, loans recognized under a factoring facility, which was entered into by Sonae Indústria – Produção e Comercialização de Derivados de Madeira, S. A. amounted to EUR 4 050 708 (EUR 3 971 220 at 31 December 2013).
Trade debtors amounting to EUR 4 817 136 (EUR 4 490 112 at 31 December 2013) 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.
c) In June 2014, Euroresinas – Indústrias Químicas, S. A. entered into a factoring facility of trade debtors for a maximum amount of EUR 1 500 000, maturing within a year, renewable. This facility began 1 July 2014. At 30 September 2014 outstanding principal amounted to EUR 663 325.
Trade debtors amounting to EUR 697 659 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.
At 30 September 2014 and 31 December 2013, Other non-current liabilities on the Consolidated Statement of Financial Position were composed of:
| 30.09.2014 | 31.12.2013 | ||
|---|---|---|---|
| Restated | |||
| Other creditors | 12 537 894 | 18 803 578 | |
| Financial instruments | 12 537 894 | 18 803 578 | |
| Other creditors | 31 117 662 | 35 227 830 | |
| Liabilities out of scope of IFRS 7 | 31 117 662 | 35 227 830 | |
| Total | 43 655 556 | 54 031 408 |
At 30 September 2014 and 31 December 2013, Other current liabilities on the Consolidated Statement of Financial Position were composed of:
| 30.09.2014 | 31.12.2013 | |
|---|---|---|
| Restated | ||
| Loans from related parties | 16 666 667 | |
| Derivatives | 108 571 | |
| Tangible fixed assets suppliers | 18 326 673 | 4 132 686 |
| Other creditors | 8 693 432 | 6 918 134 |
| Financial instruments | 43 795 343 | 11 050 820 |
| Other creditors | 3 637 385 | 1 902 860 |
| Accrued expenses: | ||
| Insurances | 774 190 | 194 182 |
| Personnel expenses | 19 128 716 | 16 289 224 |
| Accrued financial expenses | 10 055 828 | 7 048 783 |
| Rebates | 18 239 130 | 17 140 989 |
| External supplies and services | 9 955 175 | 10 076 761 |
| Other accrued expenses | 6 777 055 | 8 039 729 |
| Deferred income: | ||
| Investment subventions | 7 409 524 | 7 286 044 |
| Other deferred income | 851 389 | 784 481 |
| Liabilities out of scope of IFRS 7 | 76 828 392 | 68 763 053 |
| Total | 120 623 735 | 79 813 873 |
Movements occurred in provisions and accumulated impairment losses during the period ended 30 September 2014 were as follows:
| 30.09.2014 | |||||||
|---|---|---|---|---|---|---|---|
| Opening | Exchange | Other | Closing | ||||
| Description | balance | rate effect | Increase | Utilization | Reversion | changes | balance |
| Impairment losses: | |||||||
| Tangible fixed assets | 65 372 467 | 2 130 687 | 766 671 | - 20 360 351 | 46 376 132 | ||
| Goodwill | 7 727 749 | 28 932 | 7 756 681 | ||||
| Intangible assets | 19 242 | 3 923 | 23 165 | ||||
| Other non-current assets | 10 931 182 | 10 931 182 | |||||
| Trade debtors | 24 524 621 | 57 150 | 2 611 084 | 1 112 519 | - 624 448 | 25 455 888 | |
| Other debtors | 3 502 | 3 502 | |||||
| Subtotal impairment losses | 108 578 763 | 86 082 | 4 741 771 | 1 879 190 | - 20 980 876 | 90 546 550 | |
| Provisions: | |||||||
| Litigations in course | 2 063 278 | 4 518 | 75 000 | 7 370 | 2 000 166 | ||
| Warranties to customers | 631 793 | 383 | 632 176 | ||||
| Restructuring | 562 548 | 22 283 | 16 703 793 | 3 044 855 | 3 638 500 | 10 605 269 | |
| Other | 5 419 380 | 449 052 | 910 118 | 4 958 314 | |||
| Subtotal provisions | 8 676 999 | 22 666 | 17 157 363 | 4 029 973 | 3 638 500 | 7 371 | 18 195 925 |
| Subtotal impairment losses and provisions | 117 255 762 | 108 748 | 21 899 134 | 4 029 973 | 5 517 690 | - 20 973 505 | 108 742 475 |
| Other losses: | |||||||
| Investments | 36 985 875 | 36 985 875 | |||||
| Write-down to net realizable value of | |||||||
| inventories | 6 708 160 | 8 313 | 1 987 750 | 3 231 832 | - 1 144 845 | 4 327 546 | |
| Total | 160 949 797 | 117 061 | 23 886 884 | 4 029 973 | 8 749 522 | - 22 118 350 | 150 055 896 |
Increases and decreases in provisions and impairment losses are stated on the Consolidated Income Statement as follows:
| 30.09.2014 | |||||
|---|---|---|---|---|---|
| Losses | Gains | ||||
| Cost of sales | 814 204 | 1 441 632 | |||
| (Increase) / decrease in production | 1 173 546 | 1 790 200 | |||
| Provisions and impairment losses | 21 822 125 | 8 847 544 | |||
| Staf expenses | 77 009 | 700 119 | |||
| Total (Consolidated Income Statement) | 23 886 884 | 12 779 495 |
Other changes in impairment losses on tangible fixed assets (EUR -20 352 902) refer to impairment losses that had been recognized on tangible fixed assets that were sold in the period ended 30 September 2014.
Increase in restructuring provisions (EUR 16 703 793) refers to provisions that were recognized or increased in the context of ongoing restructuring processes in Spain, France and Germany.
| Balances | Accounts receivable Accounts payable |
Loans | ||||||
|---|---|---|---|---|---|---|---|---|
| Obtained | Granted | |||||||
| 30.09.2014 | 31.12.2013 Restated |
30.09.2014 | 31.12.2013 Restated |
30.09.2014 | 31.12.2013 | 30.09.2014 | 31.12.2013 Restated |
|
| Other subsidiaries of the parent company | 499 132 | 284 452 | 2 080 945 | 1 561 094 | 16 666 667 | |||
| Joint ventures | 717 670 | 409 446 | 1 557 627 | 755 080 | 14 175 000 | 14 175 000 | ||
| Transactions | Income | Expenditure | Interest income | Interest expenses | ||||
| 30.09.2014 | 30.09.2013 Restated |
30.09.2014 | 30.09.2013 Restated |
30.09.2014 | 30.09.2013 Restated |
30.09.2014 | 30.09.2013 Restated |
|
| Other subsidiaries of the parent company | 971 955 | 927 176 | 3 880 700 | 5 083 823 | 585 266 | 953 122 | ||
| Joint ventures | 4 698 074 | 6 283 977 | 12 191 787 | 9 259 393 | 404 875 | 386 205 |
Balances and flows with related parties are summarized as follows:
Details of Other income and gains on the Consolidated Income Statement for the periods ended 30 September 2014 and 2013 are as follows:
| 30.09.2014 | 30.09.2013 Restated |
|
|---|---|---|
| Gains on disposals of non current investments | 66 515 | |
| Gains on disp. and write off of invest. prop., tang. and intang. assets | 5 194 218 | 519 720 |
| Supplementary revenue | 9 016 054 | 6 901 743 |
| Investment subventions | 5 226 590 | 5 137 254 |
| Tax received | 4 801 405 | 3 521 355 |
| Positive exchange gains | 1 763 327 | 1 435 109 |
| Others | 17 075 953 | 562 742 |
| 43 077 547 | 18 144 438 |
Gains on disposal of tangible fixed assets and intangible assets include approximately EUR 3 000 000 relating to assets of Auxerre and Le Creusot industrial plants, in France, which were sold in the period ended 30 September 2014. Furthermore, it includes approximately EUR 1 900 000 relating to sale of tangible fixed assets from inactive industrial plants.
Supplementary revenue includes approximately EUR 5 000 000 relating to inventories of Auxerre and Le Creusot industrial plants, whose cost is recognized for the same amount under Cost of Sales, on the Consolidated Income Statement.
An insurance compensation amounting to EUR 13 200 000 is included under Others. It was paid by the insurers in the scope of the accident occurred in 2011 in subsidiary Sonae Industria (UK), Ltd and consists in compensation whose payment was dependent on additional investment which was carried out in industrial plants located in Germany and Portugal. This amount was included under Cash receipts arising from Tangible Fixed Assets and Intangible Assets, on the Consolidated Statement of Cash Flows.
Underlying and non-underlying operating items on the Consolidated Income Statement are detailed as follows:
| Restated | ||||||
|---|---|---|---|---|---|---|
| 30.09.2014 | 30.09.2014 | 30.09.2014 | 30.09.2013 | 30.09.2013 | 30.09.2013 | |
| Recurrent | Non-recurrent | Total | Recurrent | Non-recurrent | Total | |
| Sales | 850 965 815 | 545 218 | 851 511 033 | 911 269 013 | 581 162 | 911 850 175 |
| Services rendered | 4 202 377 | - 5 648 | 4 196 729 | 3 231 677 | 3 231 677 | |
| Other income and gains | 20 745 058 | 22 332 489 | 43 077 547 | 16 421 814 | 1 722 624 | 18 144 438 |
| Cost of sales | 464 411 225 | - 2 952 974 | 461 458 251 | 483 111 237 | - 220 349 | 482 890 888 |
| (Increase) / decrease in production | 3 048 719 | 2 118 429 | 5 167 148 | - 4 953 738 | 763 776 | - 4 189 962 |
| External supplies and services | 216 834 819 | 5 536 545 | 222 371 364 | 242 193 028 | 3 162 830 | 245 355 858 |
| Staff expenses | 116 417 724 | 17 859 985 | 134 277 709 | 138 313 403 | 9 053 036 | 147 366 439 |
| Impairment losses in trade debtors (increase/reduction) | 1 499 602 | - 1 037 | 1 498 565 | 1 737 293 | 1 737 293 | |
| Other expenses and losses | 7 631 703 | 1 231 102 | 8 862 805 | 7 892 065 | 1 912 137 | 9 804 202 |
| Operating profit/(loss) before amortization, depreciation, provisions and impairment losses (except trade debtors) |
66 069 458 | - 919 991 | 65 149 467 | 62 629 216 | - 12 367 644 | 50 261 572 |
Financial results for the periods ended 30 September 2014 and 2013 were as follows:
| 30.09.2014 | 30.09.2013 | |
|---|---|---|
| Restated | ||
| Financial expenses: | ||
| Interest expenses | ||
| related to bank loans and overdrafts | 18 677 224 | 13 116 993 |
| related to non convertible debentures | 7 282 707 | 8 392 273 |
| related to finance leases | 2 577 045 | 2 906 419 |
| others | 1 718 788 | 2 627 721 |
| 30 255 764 | 27 043 406 | |
| Losses in currency translation | ||
| related to loans | 635 882 | 3 067 691 |
| 635 882 | 3 067 691 | |
| Cash discounts granted | 10 734 966 | 11 666 496 |
| Adjustment to fair value of financial instruments at fair value through profit or loss | 477 668 | 210 625 |
| Other finance losses | 5 116 835 | 5 132 266 |
| 47 221 115 | 47 120 484 |
| 30.09.2014 | 30.09.2013 | |
|---|---|---|
| Financial income: | Restated | |
| Interest income | ||
| related to bank loans | 20 751 | 25 089 |
| related to loans to related parties | 404 875 | 386 205 |
| Others | 55 969 | 92 307 |
| 481 595 | 503 601 | |
| Gains in currency translation | ||
| related to loans | 1 851 251 | 2 700 327 |
| 1 851 251 | 2 700 327 | |
| Cash discounts obtained | 795 912 | 585 356 |
| Adjustment to fair value of financial instruments at fair value through profit or loss | 382 125 | 452 160 |
| Other finance gains | 90 448 | 82 955 |
| 3 601 331 | 4 324 399 | |
| Finance profit / (loss) | - 43 619 784 | - 42 796 085 |
Corporate income tax accounted for in the periods ended 30 September 2014 and 2013 is detailed as follows:
| 30.09.2014 | 30.09.2013 | |
|---|---|---|
| Restated | ||
| Current tax | 4 275 829 | 5 345 402 |
| Deferred tax | - 1 902 226 | 200 617 |
| 2 373 603 | 5 546 019 |
The main activity of the Group is the production of wood based panels and derivative products through industrial plants and commercial facilities located in Portugal, Spain, France, Germany, United Kingdom, Switzerland, The Netherlands, Canada and South Africa.
At 30 September 2014 and 2013, identifiable reportable segments were as follows:
| Turnover | |||||||
|---|---|---|---|---|---|---|---|
| External | Intersegment | ||||||
| 30.09.2014 | 30.09.2013 | 30.09.2014 | 30.09.2013 | ||||
| Restated | Restated | ||||||
| Northern Europe | 332 482 538 | 357 114 835 | 20 579 411 | 28 069 619 | |||
| Southern Europe | 326 325 493 | 355 624 356 | 13 190 731 | 19 395 555 | |||
| Rest of the world | 196 899 731 | 202 342 661 | |||||
| Total segments | 855 707 762 | 915 081 852 | 33 770 141 | 47 465 174 | |||
| Operating net profit (loss) | |||||
|---|---|---|---|---|---|
| 30.09.2014 | 30.09.2013 | ||||
| Northern Europe | 939 256 | 3 586 189 | |||
| Southern Europe | -13 270 233 | -12 697 059 | |||
| Rest of the world | 13 142 875 | 15 372 809 | |||
| Total segments | 811 897 | 6 261 940 |
In the period ended 30 September 2014, Goodwill stated on the Consolidated Statement of Financial Position has not changed significantly.
Although performance expected for year 2014 may be lower than forecast, the Company still expects to meet the projections which were used to calculate the value in use of the Group's cash generating units at 31 December 2013. Presently, budget for 2015 and reassessment of projections to use in impairment tests to be carried out at the end of 2014 are under way.
On 4 November 2014, Sonae Indústria, SGPS, SA filed at CMVM – Comissão do Mercado de Valores Mobiliários (The Portuguese Stock Exchange Commission) the prospectus for an offer of public subscription for 15 000 000 000 (fifteen billion) ordinary, dematerialized and registered shares, without nominal value, which will originate a share capital increase from its present amount of EUR 700 million to a maximum amount of EUR 850 million. The new shares may be subscribed for in the period from 11 to 24 November 2014.
Formalizing the aforementioned offer of public subscription enabled the Company to close refinancing agreements with two of the Group's main creditor banks, for an amount ranging from EUR 300 to 325 million, which will depend on the result of the offer of public subscription. These refinancing agreements include significantly more favourable conditions, both in terms of maturity profile and in terms of cost of debt, and are subject to financial covenants consisting in an equity ratio (net shareholders' funds / total net assets), to be calculated annually from 31 December 2015, of at least 10%, adjustable if ongoing increase in share capital does not reach its maximum amount of EUR 150 million.
In addition, Sonae Indústria reached an agreement to extend until 30 September 2016 the renewal of the securitization facility of trade debtors, which is described on note 15.3, with a maximum amount of EUR 85 million, and to postpone to 30 October 2015 the maturity of the loan described in 15.1, h).
Taking into consideration debt at 30 September 2014, as disclosed on note 15, the refinancing for EUR 300 million, which corresponds to a maximum increase of share capital for EUR 150 million, and the extension of the renewal of the securitization facility will affect the maturity profile of existing debt as follows:
| 30.09.2014 | ||||||
|---|---|---|---|---|---|---|
| As per consolidated statement of financial position |
With effects of refinancing agreements |
|||||
| Current | Non current | Current | Non current | |||
| Bank loans | 380 590 144 | 88 917 872 | 176 590 144 | 277 917 872 | ||
| Debentures | 29 997 945 | 104 130 353 | 149 128 298 | |||
| Obligations under finance leases | 6 122 442 | 25 284 795 | 6 122 442 | 25 284 795 | ||
| Other loans | 59 762 343 | 2 748 238 | 5 457 713 | 57 052 868 | ||
| Loans from related parties | 16 666 667 | 16 666 667 | ||||
| Gross debt | 493 139 541 | 221 081 258 | 204 836 966 | 509 383 833 | ||
| Cash and cash equivalent in balance sheet | 24 924 766 | 24 924 766 | ||||
| Net debt | 468 214 775 | 221 081 258 | 179 912 200 | 509 383 833 | ||
| Total net debt | 689 296 033 | 689 296 033 |
Furthermore, under these refinancing agreements the Company is committed to deploy funds from the increase in share capital to repay bank loans for an amount ranging from EUR 31.7 to 56.7 million, and to repay loans from related parties for EUR 16.7 million (both effects not included in the table above).
The aforementioned agreements will be effective depending on a capital increase for a minimum amount of EUR 75 million, which Efanor Investimentos, SGPS, SA, Sonae Indústria's majority shareholder, is presently committed to.
The settlement of these refinancing agreements involved the mortgage of tangible fixed assets amounting to EUR 119 434 758, which adds up to the amount disclosed on note 8, as well as a pledge on the shares of the subsidiary Glunz AG.
The company assumes that the aforementioned restructuring operation of its financing structure, on the basis of a double vector of debt reschedule and equity strengthening, will bring about improved conditions that will enable, even in the possibility of a minimum capital increase of EUR 75 million, to find the best financing solutions for its debt maturing in 2015, if it is regarded as adequate and necessary.
These consolidated financial statements were approved by the Board of Directors and authorized for issuance 12 November 2014.
1 In accordance with the Portuguese Securities Market Code (CVM), we present our limited review report on the consolidated financial information for the nine-month period ended 30 September 2014 of Sonae Indústria, SGPS, SA. included in the consolidated Directors' Report, consolidated statement of financial position (which shows total assets of Euro 1,228,766,736 and total shareholders' equity of Euro 81,484,081, including negative non-controlling interests of Euro 145,498 and a net loss of Euro 47,372,348), consolidated income statement by nature, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the period then ended, and the corresponding notes to the accounts.
2 The amounts in the consolidated financial statements, as well as those in the additional financial information, are derived from the respective accounting records.
3 It is the responsibility of the Board of Directors: (a) to prepare consolidated financial information which present fairly, in all material respects, the financial position of the companies included in the consolidation, the consolidated results and the consolidated comprehensive income of their operations, the changes in consolidated equity and the consolidated cash flows; (b) to prepare historical financial information in accordance with International Accounting Standard 34 – Interim Financial Reporting as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful as required by the CVM; (c) to adopt appropriate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any significant matters which have influenced the activity, financial position or results.
4 Our responsibility is to verify the financial information included in the documents referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the CVM, for the purpose of issuing an independent and professional report based on our work.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 9077
5 Our work was performed with the objective of obtaining moderate assurance about whether the financial information referred to above is free from material misstatement. Our work was performed in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors, planned according to that objective, and consisted primarily, in enquiries and analytical procedures, to review: (i) the reliability of the assertions included in the financial information; (ii) the appropriateness and consistency of the accounting principles used, as applicable; (iii) the applicability, or not, of the going concern basis of accounting; (iv) the presentation of the financial information; and (v) as to whether the consolidated financial information is complete, true, up-to-date, clear, objective and lawful.
6 Our work also covered the verification that the consolidated financial information included in the consolidated Directors' Report is consistent with the remaining documents referred to above.
7 We believe that the work performed provides a reasonable basis for the issue of this limited review report on the third quarter information.
8 Based on the work, which was performed with the objective of obtaining a moderate level of assurance, nothing has come to our attention that leads us to conclude that the consolidated financial information for the nine-month period ended 30 September 2014 contain material misstatements that affect its conformity with International Accounting Standard 34 – Interim Financial Reporting as adopted by the European Union and that it is not complete, true, up-to-date, clear, objective and lawful.
9 Based on the work, nothing has come to our attention that leads us to believe that the consolidated financial information included in the consolidated Directors' Report is not consistent with the consolidated financial information for the period.
10 Without qualifying our conclusions expressed in paragraph nº 9 above, we draw attention to the following facts:
As interim financial reporting is not usually submitted to a limited review nor legally required, the financial information included in the consolidated Director's report and financial statements as at 30 September 2013 have not been subject to any audit nor limited review, as such, we do not conclude about the comparatives at that date;
As referred to in the Note 26 of the Notes to the consolidated financial statements, refinancing agreements with some financial institutions have been achieved and a capital raise with an equity inflow of a maximum of 150 million euros and a minimum of 75 million euros guaranteed is ongoing. Thus, the group's ability to solve its commitments after the partial debt restructuring depends on the outcome of the capital increase and/or the renegotiation of the remaining debt with its creditors, as well as its operational performance.
As referred to in the Note 25 of the Notes to the consolidated financial statements, although the performance in 2014 is lower than expected, the projections used in the preparation of the 2013 consolidated financial statements are expected not to be affected. The group is in the process of preparing the 2015 budget and the business plan to be used for the impairment testing at the year end. As a result, the recoverability of the goodwill of the Iberian Peninsula cash generating unit, amounting to 71 million euros, depends on the maintaining/achieving of those assumptions.
12 November 2014
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Hermínio António Paulos Afonso, R.O.C.
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