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Sonae SGPS

Interim / Quarterly Report Sep 22, 2016

1901_ir_2016-09-22_fa27ee77-61c9-403b-89eb-f181e3bad1ae.pdf

Interim / Quarterly Report

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SONAE INDÚSTRIA, SGPS, SA

Registered Office: Lugar do Espido, Via Norte, Maia, Portugal Registered at the Commercial Registry of Maia Registry and Tax Identification No. 506 035 034 Share Capital: € 812 107 574.17 Publicly Traded Company

MANAGEMENT REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

JANUARY – JUNE 2016

ACCORDING TO THE INTERNATIONAL ACCOUNTING STANDARD 34 – INTERIM FINANCIAL REPORT

CONTENTS

MANAGEMENT REPORT

APPENDICES IN ACCORD WITH ART 9 AND 14 OF CMVM REGULATION 5/2008

STATEMENT IN ACCORD WITH ART 246 CMVM CODE

CONSOLIDATED FINANCIAL STATEMENTS

MANAGEMENT REPORT

MESSAGE FROM THE CHAIRMAN

I am pleased to present our first results following the conclusion of the strategic partnership with Arauco, involving our boards, chemicals and impregnation activities in Europe and South Africa. The new partnership constitutes an important milestone for Sonae Indústria paving the way for improving and more sustainable profitability.

As a result of the partnership with Arauco, Sonae Indústria now owns 50% of Sonae Arauco and retains full ownership of the Boards business in North America and of the Laminates & Components business, together with some real estate assets in Europe. The new ownership configuration will allow for greater focus and resourcing of all of the businesses, either through the partnership in the case of Sonae Arauco or directly by Sonae Indústria in the case of both our North American business and our Laminates & Components business.

During 1H16, all three main business units performed better compared to last year driven by improved results in North America and in our Laminates operations in Portugal and the contribution from Sonae Arauco. Considering our 50% share of Sonae Arauco's figures, at the end of June 2016, the proportional last twelve months Recurrent EBITDA stood at 83 million Euros and proportional net debt at 339 million Euros, implying a leverage ratio of 4.1x. This compares to a leverage ratio of 5.1x for Sonae Indústria at the end of March, prior "closing" of the Sonae Arauco partnership.

Also during the 1H16 we concluded the investment in a fifth melamine surfacing line, that includes embossed and in-register capabilities, at our Lac-Mégantic plant in North America. This investment will further improve our position in the higher value decorative product segments and strengthen our Canadian plant as a reference player in the North American market.

Following the conclusion of the partnership with Arauco, in addition to supporting Sonae Arauco, we will focus on ways to improve and grow our business in North America and our Laminates & Components business and to seek to monetize the surplus real estate assets that still remain on our books.

I would like to take this opportunity to thank our employees for their hard work and dedication including efforts made to conclude the partnership with Arauco, and I would like to thank all our stakeholders for their continued support of and confidence in, our Board of Directors and management team.

Paulo Azevedo Chairman Sonae Indústria

1.Sonae Indústria consolidated results

EXPLANATORY NOTES:

The completion of the partnership with Arauco and the subsequent loss of control of Sonae Arauco (formerly Tableros de Fibras or Tafisa), has led to a number of material accounting changes in Sonae Indústria's consolidated financial statements as summarized below.

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

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

  • The balance sheet as at 31 December 2015 has not been restated. As at 30 June 2016, the balance sheet represents the position of Sonae Indústria under the new perimeter with the 50% shareholding in Sonae Arauco equity accounted.

  • The investment in Sonae Arauco (now equity accounted) has been booked provisionally at 147.3 million euros as at 31 May 2016, the completion date for the setting up of the partnership with Arauco. This is a provisional accounting value of Sonae Arauco resulting from its deconsolidation from Sonae Industria's consolidated accounts. Within the framework of IAS 28 and IFRS 11, this is a provisional accounting value and will be subject to correction in the year end 2016 financial statements once a 'Fair Value' has been established for Sonae Arauco. This correction will necessarily have an effect on year end 2016 financial statements which, at this stage, is not possible to determine. Due to the positive results of Sonae Arauco in the month of June, the investment in Sonae Arauco as at 30 June 2016 stood at 151.7 million euros.

  • Additionally, due to the loss of control of Sonae Arauco and in accordance with IFRS 10, the composition of Shareholders' Funds has been reclassified with the 'Translation Reserves' (cumulative exchange rate impacts on equity) related to Sonae Arauco companies having been moved from 'Other Comprehensive Income' to 'Other Reserves & Accumulated earnings'. Although this change is neutral on Shareholders' Funds, it has led to a corresponding accounting charge in the P&L for the amount of the reclassification (36.6 million Euros).

Due to the fact that one of Sonae Indústria's main assets (its 50% shareholding in Sonae Arauco) is now accounted by the Equity method, Proportional Turnover, Proportional Recurrent EBITDA, Proportional Leverage and Loan to Value financial indicators are presented, given their greater relevance for the purpose of valuation and leverage analysis of Sonae Indústria today (see "Glossary of Terms" for definitions).

FINANCIAL INDICATORS 1H16
Proportional LTM Turnover 647
LEVERAGE
Proportional LTM Rec. EBITDA 83
Proportional Net Debt 339
Proportional Leverage 4.1 x
LOAN TO VALUE
Net Debt of Sonae Indústria 222
Asset Value 472
LTV (Net Debt of Sonae Indústria / Asset Value) 47%

SONAE INDÚSTRIA MANAGEMENT REPORT – FIRST HALF 2016

SUMMARY OF 2016 FIRST HALF RESULTS:

Consolidated turnover reached circa 121 million Euros for the semester, an increase of 3.2% (or 3.7 million Euros), when compared to the same period of last year, on a comparable basis. This performance was mainly driven by better results of our Canadian plant y.o.y., with a better product mix (higher share of melamine products) and increases in average selling prices. In addition, results also benefited from the positive performance of our Laminates plant in Portugal in terms of sales volumes, which grow by circa 62% y.o.y.

It should be noted that the depreciation of the Canadian dollar vs. the EUR during 1H16, negatively impacted consolidated turnover. On a like for like basis, using exchange rates of 2015, consolidated turnover would have been circa 8.2 million Euros higher, representing an increase of 10.2%.

Proportional Turnover of 332 million Euros in 1H16 which compares with 327 million Euros in 1H15.

TURNOVER BY DESTINATION MARKET – 1H15 TURNOVER BY DESTINATION MARKET – 1H16

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

Total headcount for Sonae Indústria, at the end of June 2016 and considering fully owned businesses, was of 486 FTEs.

Recurrent EBITDA for 1H16 reached 19 million Euros, an improvement of 29%, when compared to same period of last year, with an implicit Recurrent EBITDA margin of 15.6% (+3.1 p.p. vs. 1H15), on a comparable basis. This implies a LTM recurrent EBITDA of 34 million euros. LTM Proportional Recurrent EBITDA (i.e., including 50% of Sonae Arauco Recurrent EBITDA) was 83 million euros.

CONSOLIDATED INCOME STATEMENT
Mil li on euros
1H15 1H16 /
Restated 1H16 1H15(R)
Turnover 117 121 3%
Other operational income 3 4 38%
EBITDA 14 19 35%
Non recurrent items (0) 0 -
Recurrent EBITDA 15 19 29%
Recurrent EBITDA Margin % 12.5% 15.6% 3.1 pp
Proportional Recurrent EBITDA 34 49 42%
Depreciation and amortisation (7) (6) 16%
Provisions and impairment Losses (0) 0 -
Operational profit (EBIT) 7 14 92%
Net financial charges 0 (10) -
o.w. Net interest charges 1 (8) -
o.w. Net exchange differences (0) 0 -
o.w. Net financial discounts (1) (1) (8%)
Gains and losses in Joint-Ventures 0 3 -
Profit before taxes (EBT) 7 7 (2%)
Taxes (2) (4) (60%)
o.w. Current tax (2) (4) -
o.w. Deferred tax (0) 1 -
Profit/(loss) from continued operations 5 3 (31%)
Profit/(loss) from discontinued operations (25) (31) (25%)
Consolidated net profit/(loss) for the period (20) (27) (39%)
Losses (income) attrib. to non-controlling interests (0) 0 -
Net profit/(loss) attributable to Equity Holders (20) (27) (39%)

Consolidated EBITDA for 1H16 reached 19 million Euros, 5 million Euros higher than 1H15, on a comparable basis. Contrary to previous periods, the group's consolidated performance was positively impacted by nonrecurrent items related with inactive sites in the amount of 0.3 million Euros for the semester resulting from the sale of Coleraine land (UK) in April 2016, which generated a gain of circa 0.8 million Euros, which more than offset the on-going costs of inactive sites.

Proportional Recurrent EBITDA was 49 million Euros during 1H16, which represents an improvement of 42%, when compared to the same period of last year, on a comparable basis.

Depreciation and amortization charges for the semester were reduced by circa 1 million Euros vs. 1H15, which is mainly explained by the reduction in depreciation charges in our North American operation.

Provisions and impairment losses for the semester totalled a net amount of circa -0.3 million Euros, corresponding to a release of provisions for the legacy restructuring process in France.

Net financial charges in 1H16 were 9.8 million Euros, a significant increase when compared to the restated figures for the same period of last year. This is essentially due to: (i) a 7.3 million Euros reduction in net interest income on loans to and from what were previously intra group companies vs. 1H15, which is explained by the fact that those loans (mostly loans from Sonae Indústria to Sonae Arauco companies) were fully repaid by 1H16; and (ii) recognition of previously deferred upfront financing costs of 1.9 million Euros due to early repayment of loans as part of the refinancing process related to the execution of the Sonae Arauco partnership.

Gains and losses in Joint-Ventures, at the end of June 2016, amounted to circa 3.2 million Euros, corresponding to 50% of the consolidated net profit of Sonae Arauco since 1 June 2016.

Current tax charges were approximately 4.3 million Euros for the semester, which represents an increase of 2.5 million Euros vs. 1H15, on a comparable basis. The increase in the tax charge is explained by: (i) higher tax charges in Canada; and (ii) lower tax consolidation benefit in 2016 due to the deconsolidation of Sonae Arauco entities from the Portuguese tax consolidation perimeter in 1H16.

The combination of the above factors led to a consolidated positive Net Result for Continued Operations in the amount of 3.3 million Euros for the semester, a reduction of 31% when compared to 1H15, on a comparable basis.

The results of Discontinued Operations showed a Net loss at the end of June 2016 of 31 million Euros. This comprises a positive net profit contribution of 5.9 million Euros from Sonae Arauco and an accounting charge of 36.6 million euros resulting from the need to reclassify cumulative Translation Reserves related to Sonae Arauco companies from 'Other Comprehensive Income' to 'Other Reserves & Accumulated Earnings' due to the loss of control of Sonae Arauco in accordance with IFRS 10. This led to a Net Loss of 27 million Euros for the period to 30 June 2016.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Million euros
Non current assets 1H15
802
2015
758
1H16
314
Tangible assets 670 629 152
Goodwill 82 81 0
Deferred tax asset 27 28 2
Other non current assets 23 20 159
Current assets 283 243 52
Inventories 99 98 18
Trade debtors 135 85 20
Cash and cash equivalents 12 29 7
Other current assets 39 31 7
Non-current assets classified as available for sale 4 2 2
Total assets 1,089 1,003 367
Shareholders' Funds 90 58 69
Equity Holders 91 58 69
Non-controlling interests (0) (0) 0
Liabilities 988 945 298
Interest bearing debt 618 599 229
Non current 456 71 224
Current 162 528 4
Trade creditors 142 139 30
Other liabilities 228 207 40
Liabilities directly associated with non-current assets classified
as available for sale 11 0 0
Total Shareholders'Funds and liabilities 1,089 1,003 367
Net debt 606 570 222
Working Capital 91 44 8

In contrast to the Consolidated Income Statement, the Balance sheet for 2015 has not been restated. Accordingly, the balance sheet as at 31 December 2015 include all the companies in the consolidation perimeter of Sonae Indústria including those of Sonae Arauco, and therefore is not comparable to that shown as at 30 June 2016. Nevertheless, the following items are worth highlighting in respect of the balance sheet:

  • Included in Tangible Assets under Other Non-current assets, is the investment in Joint-Ventures (50% of Sonae Arauco) in an amount of 151.7 million Euros stated at provisional accounting value at the end of June 2016 (including 50% of the net results of Sonae Arauco for June) and will be subject to correction in the year end 2016 accounts once a 'Fair Value' has been determined.

  • Consolidated Working Capital showed a significant reduction at the end of 1H16 reaching 8.2 million Euros, reflecting the smaller consolidation perimeter and also the lower investment in working capital by our Canadian operation.

  • Net Debt stood at circa 222 million Euros at the end of June 2016.

  • Despite the smaller balance sheet of Sonae Indústria as a result of the deconsolidation of Sonae Arauco, Total Shareholder's funds at the end of June 2016 amounted to circa 69 million Euros, 11 million Euros above December 2015 value.

SONAE INDÚSTRIA MANAGEMENT REPORT – FIRST HALF 2016

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

Additions to Gross Tangible Assets reached 3.8 million Euros for the semester, which compares with 1.9 million Euros during the same period in 2015, on a comparable basis. During this semester, the majority of the investments were executed in our North American plant, being circa 2.3 million Euros related with the strategic investment in a 5th melamine surfacing line.

FINANCIAL INDICATORS 1H16
Proportional LTM Turnover 647
LEVERAGE
Proportional LTM Rec. EBITDA 83
Proportional Net Debt 339
Proportional Leverage 4.1 x
LOAN TO VALUE
Net Debt of Sonae Indústria 222
Asset Value 472
LTV (Net Debt of Sonae Indústria / Asset Value) 47%

Both Net Debt to LTM Recurrent EBITDA (proportional) of 4.1x and Loan to Value of 47% at the end of June 2016 provide evidence of the deleveraging that Sonae Indústria has pursued during the last few years and the resulting improved capital structure.

2. Looking Forward

For the remainder of the year, we look to continue to improve our product mix and market share in North America, leveraging on the recent investment in a fifth melamine surfacing line at our Canadian plant with a new embossed and in-register ViVa collection (two sided and with two panel sizes) already presented at the International Woodworking Fair in Atlanta during August. We will also seek to develop the Laminates & Components business by looking for growth opportunities with existing and new customers and markets and by improving profitability levels.

At Sonae Arauco, we will support the development of the business through our participation in the Board of Directors and its committees.

In addition, we will look for opportunities to monetize our real estate and equipment, aiming at reducing the running costs of our inactive sites.

21 September 2016

The Board of Directors

Paulo Azevedo

Carlos Moreira da Silva

Albrecht Ehlers

Christopher Lawrie

Javier Vega

Louis Brassard

José Romão de Sousa

GLOSSARY OF TERMS

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

APPENDICES IN ACCORD WITH ART 9 AND 14 OF CMVM REGULATION 5/2008

STATEMENT IN ACCORD WITH ART 246 CMVM CODE

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

Acquisitions Sales Position at
30.06.2016
Balance at
30.06.2016
Date amount € average value amount € average value amount
Duarte Paulo Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1)
Migracom, SA (2)
Minoritary
Dominant
Acquisitions Sales Position at
30.06.2016
Balance at
30.06.2016
Date amount € average value amount € average value amount
(1) Efanor Investimentos, SGPS, SA
Sonae Indústria, SGPS, SA
Pareuro, BV (3)
Dominant 4,842,637,142
(2) Migracom, SA
Sonae Indústria, SGPS, SA
Imparfim, Investimentos e Participações Financeiras, SA (4)
Minoritary 9,732,857
(3) Pareuro, BV
Sonae Indústria, SGPS, SA
2,932,687,752
(4) Imparfin, Invest. e Participações Financeiras, SA
Sonae Indústria, SGPS, SA
30,098,752

QUALIFIED SHAREHOLDINGS

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

Shareholder No. of shares % Share Capital % Voting rights
Efanor Investimentos, SGPS, SA (*)
Directly 4,842,637,142 42.6636% 42.6636%
By Pareuro, BV ( controlled by Efanor Investimentos, SGPS, SA) 2,932,687,752 25.8369% 25.8369%
By Maria Margarida CarvalhaisTeixeira de Azevedo (Director of Efanor Investimentos, SGPS, SA) 1,010 0.000009% 0.000009%
By Migracom, SA (Company controlled by Efanor Investimentos, SGPS, SA´s Director, Duarte Paulo Teixeira de Azevedo) 9,732,857 0.0857% 0.0857%
By Linhacom, SGPS,SA (Company controlled by Efanor Investimentos, SGPS, SA´s Director, Maria Cláudia Teixeira de Azevedo) 2,507,400 0.0221% 0.0221%
Total allocation 7,787,566,161 68.6083% 68.6083%

(*) Under the terms of paragraph b) of no. 1 of Article 20 and of no. 1 of Article 21 of the Portuguese Securities Code, Belmiro Mendes de Azevedo is the ultimate beneficial owner, since he is the controlling shareholder ofof Efanor Investimentos SGPS, SA, which, in her turn, is the dominant company of Pareuro BV.

On 22 February 2016, TEAK Capital, SA informed Sonae Indústria having signed a services agreement with the company Pareuro, BV, through which it was granted, by way of consideration, a call option over 1,702,620,000 shares representative of 15% of the share capital and voting rights of Sonae Indústria, SGPS, S.A., exercisable on 30 April 2018.

Thereafter, the referred to company informed Sonae Indústria that the call option will be performed by physical settlement and that 98.725% of its share capital is held by TEAK Capital, B.V., in which Carlos Moreira da Silva holds shares that grant him 40% of the voting rights and Fernanda Arrepia (married with him with separation of people and property) holds shares that grant her 45% of the voting rights.

Complying with Article14, No. 7, of the CMVM Regulation No. 5/2008

Acquisitions Balance at
30.06.2016
Date amount € value amount
Tobias Paulo Gerkrath de Azevedo*
Sonae Indústria, SGPS, SA 3,650,000
08-06-2016 599,416 0.005
08-06-2016 3,050,584 0.0049

*The communication obligation result from the fact of Tobias Azevedo being a person closely connected with the Chaiman of the Board of Directors of Sonae Indústria, SGPS, SA in the terms and for the purposes of no. 4 of Article 248-B of the Portuguese Securities Code.

Statement issued under the terms and for the purpose of sub-paragraph c) of no. 1 of Article 246 of the Portuguese Securities Code (Free translation from the original in Portuguese)

In terms of the order in sub-paragraph c), no. 1, Article 246 of the Portuguese Securities Code, the Board members of Sonae Indústria, SGPS, SA hereby declare, to the best of our knowledge, that the:

  • a) The condensed financial statements for six month period ended 30 June 2016 have been prepared in accordance with the applicable accounting standards, reflecting a true and fair view of the assets, liabilities, financial position and results of both the company and its affiliated companies included in consolidation perimeter; and
  • b) The interim Management Report includes a review of the important events that have occurred in the first six months of 2016 year and their effect on the financial statements, as well as a description of the main risks and uncertainties for the remaining part of the year.

Duarte Paulo Teixeira de Azevedo

Carlos António Rocha Moreira da Silva

Albrecht Olof Lothar Ehlers

Javier Vega de Seoane Azpilicueta

José Joaquim Romão de Sousa

George Christopher Lawrie

Louis Brassard

CONSOLIDATED FINANCIAL STATEMENTS

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

(Amounts expressed in Euros)

ASSETS Notes 30.06.2016
Unaudited
31.12.2015
NON CURRENT ASSETS:
Tangible fixed assets 8 151 989 461 628 779 728
Goodwill 347 081 80 884 032
Intangible assets 376 459 4 203 028
Investment properties 6 377 398 6 450 977
Investment in associates 1 493 139
Investment in joint ventures 4, 5, 7 151 740 885 5 695 259
Investment available for sale 128 907 1 155 713
Deferred tax asset 9 2 247 868 28 358 134
Other non current assets 442 603 804 270
Total non current assets 313 650 662 757 824 280
CURRENT ASSETS:
Inventories 17 644 873 98 007 573
Trade debtors 20 449 749 85 053 009
Other current debtors 406 130 13 202 016
Current tax asset 1 756 455 2 799 769
Other taxes and contributions 1 734 334 4 811 295
Other current assets 3 122 152 10 406 656
Cash and cash equivalents 10 6 577 601 28 924 470
Total current assets 51 691 294 243 204 788
Non-current assets held for sale 1 535 588 1 535 588
TOTAL ASSETS 366 877 544 1 002 564 656
SHAREHOLDERS`FUNDS, NON-CONTROLLING INTERESTS AND LIABILITIES
SHAREHOLDERS`FUNDS:
Share capital 812 107 574 812 107 574
Legal reserve 3 131 757 3 131 757
Other reserves and accumulated earnings - 798 001 681 - 801 248 687
Accumulated other comprehensive income
Total shareholders' funds attributabble to equity holders of Sonae Indústria
11 51 498 964
68 736 614
43 785 859
57 776 503
Non-controlling interests - 106 611
TOTAL SHAREHOLDERS`FUNDS 68 736 614 57 669 892
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans - net of current portion 12 222 702 226 53 413 866
Finance lease creditors - net of current portion 12 1 343 146 16 749 594
Other loans 12 1 325 632
Post-retirement liabilities 899 294 26 578 632
Other non current liabilities 3 736 894 33 589 842
Deferred tax liability 9 21 088 278 55 427 496
Provisions 14 2 132 414 9 355 417
Total non current liabilities 251 902 252 196 440 479
CURRENT LIABILITIES:
Current portion of non-current bank loans 12 1 250 158 178 706 758
Current bank loans 12 2 843 605 153 596 265
Current portion of non-current non-convertible bonds 12 147 987 525
Current portion of non-current finance lease creditors 12 406 199 5 669 033
Other loans 12 41 619 187
Trade creditors 29 846 936 138 586 348
Current tax liability 1 016 619 1 508 253
Other taxes and contributions 607 132 7 018 495
Other current liabilities 13 10 268 029 72 606 959
Provisions
Total current liabilities
14 46 238 678 1 155 462
748 454 285
Liabilities directly associated with non-current assets held for sale

The notes are an integral part of the consolidated financial statements

TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 366 877 544 1 002 564 656

CONSOLIDATED INCOME STATEMENT

FOR THE SIX-MONTH PERIODS ENDED AT 30 JUNE 2016 AND 30 JUNE 2015

(Amounts expressed in Euros)

Notes 30.06.2016
Unaudited
2nd. Quarter 2016
Unaudited
30.06.2015
Unaudited
Restated
2nd. Quarter 2015
Unaudited
Restated
Sales 19 119 848 509 62 802 908 116 275 596 60 878 528
Services rendered 19 719 038 337 961 565 409 273 165
Other income and gains 17, 19 3 541 096 2 241 275 2 558 822 1 078 403
Cost of sales 19 63 057 183 33 445 411 64 917 502 34 199 286
(Increase) / decrease in production 19 1 379 109 - 1 157 321 1 539 758 - 685 993
External supplies and services 19 24 586 119 12 661 795 23 589 908 12 065 118
Staff expenses 19 13 004 125 6 781 056 13 009 811 6 938 147
Depreciation and amortisation 5 848 433 3 031 645 6 983 298 3 540 806
Provisions and impairment losses (increase / reduction)
Other expenses and losses
14, 19
18, 19
- 268 925
2 919 252
- 66 926
1 551 485
97 521
2 189 395
116 452
1 114 713
Operating profit / (loss) 19 13 583 347 9 134 999 7 072 634 4 941 567
Financial expenses 20 13 816 220 7 606 319 12 924 001 6 286 085
Financial income 20 4 050 101 643 509 12 971 396 6 438 625
Gains and losses in associated companies
Gains and losses in joint ventures 5, 7 3 190 280 3 190 280
Net profit/(loss) from continuing operations, before taxation 7 007 508 5 362 469 7 120 029 5 094 107
Taxation 9, 21 3 712 950 3 213 845 2 319 667 1 807 253
Consolidated net profit / (loss) from continuing operations, afer taxation 3 294 558 2 148 624 4 800 362 3 286 854
Profit / (loss) from discontinued operations, after taxation 9, 14, 16 - 30 746 562 - 32 816 446 - 24 555 162 - 12 498 831
Consolidated net profit / (loss) for the period - 27 452 003 - 30 667 821 - 19 754 800 - 9 211 977
Attributable to:
Equity Holders of Sonae Industria
Continuing operations 3 294 558 2 148 624 4 796 854 3 283 734
Discontinuing operations - 30 746 562 - 32 816 446 - 24 520 858 - 12 481 370
Equity Holders of Sonae Industria - 27 452 003 - 30 667 808 - 19 724 004 - 9 197 636
Non-controlling interests
Continuing operations
3 508 3 120
Discontinuing operations - 13 - 34 304 - 17 461
Non-controlling interests - 13 - 30 796 - 14 341
Profit/(Loss) per share
Fom continuing operations:
Basic
0.0003 0.0002 0.0004 0.0003
Diluted 0.0003 0.0153 0.0004 0.0003
From discontinued operations:
Basic - 0.0027 - 0.0029 - 0.0022 - 0.0011
Diluted - 0.0027 - 0.0029 - 0.0022 - 0.0011

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX-MONTH PERIODS ENDED 30 JUNE 2016 AND 30 JUNE 2015

(Amounts expressed in Euros)

Notes 30.06.2016
Unaudited
2nd Quarter 2016
Unaudited
30.06.2015
Unaudited
2nd Quarter 2015
Unaudited
Net consolidated profit / (loss) for the period (a) - 27 452 003 - 30 667 821 - 19 754 800 - 9 211 977
Other consolidated comprehensive income
Items that may be subsequently transferred to profit or loss
Change in currency translation reserve 11 3 020 523 677 988 1 477 314 - 2 673 435
Change in fair value of available-for-sale financial assets 11 8 508 3 143 580 - 5 305
Group share of other comprehensive income of joint ventures 1 288 940 1 288 940
Other consolidated comprehensive income for the period, net of tax (b) 4 317 971 1 970 071 1 477 894 - 2 678 740
Total consolidated comprehensive income for the period (a) + (b) - 23 134 032 - 28 697 750 - 18 276 906 - 11 890 717
Total consolidated comprehensive income attributable to:
Equity holders of Sonae Industria
Non-controlling interests
- 23 134 032
- 23 134 032
- 28 697 730
- 20
- 28 697 750
- 18 248 173
- 28 733
- 18 276 906
- 11 872 624
- 18 093
- 11 890 717
Other comprehensive income reclassified to profit or loss in the period - 36 592 671 - 36 592 671

The notes are an integral part of the consolidated financial statements

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

(Amounts expressed in Euros)

Share capital Legal
reserve
Other Reserves
and
accumulated
earnings
Accumulated other
comprehensive
income
Total shareholders`
funds attributable to
the equity holders
of Sonae Indústria
Non
controlling
interests
Total
shareholders'
funds
11
Balance as at 1 January 2016 812 107 574 3 131 757 - 801 248 687 43 785 859 57 776 503 - 106 611 57 669 892
Total consolidated comprehensive income for the period
Net consolidated profit/(loss) for the period
Other consolidated comprehensive income for the period
-27 452 003 4 317 971 - 27 452 003
4 317 971
- 27 452 003
4 317 971
Total -27 452 003 4 317 971 - 23 134 032 - 23 134 032
Medium term incentive plan
Change in method
Tranferred to Net consolidated profit/(loss) for the period
30 499
35 060 569
-35 060 569
36 592 671
30 499
36 592 671
30 499
36 592 671
Others -4 392 059 1 863 032 -2 529 027 106 611 - 2 422 416
Balance as at 30 June 2016 812 107 574 3 131 757 -798 001 681 51 498 964 68 736 614 68 736 614
Share capital Legal
reserve
Other Reserves
and
accumulated
earnings
Accumulated other
comprehensive
income
Total shareholders`
funds attributable to
the equity holders
of Sonae Indústria
Non
controlling
interests
Total
shareholders'
funds
11
Balance as at 1 January 2015 812 107 574 3 131 757 -767 474 878 63 365 293 111 129 746 - 262 099 110 867 647
Total consolidated comprehensive income for the period
Net consolidated profit/(loss) for the period
Other consolidated comprehensive income for the period
-19 724 004 1 475 831 - 19 724 004
1 475 831
- 30 796
2 063
- 19 754 800
1 477 894
Total -19 724 004 1 475 831 -18 248 173 - 28 733 -18 276 906
Medium term incentive plan
Others
- 104 946
-2 147 229
- 104 946
- 2 147 229
- 105
5 269
- 105 051
- 2 141 960
Balance as at 30 June 2015 812 107 574 3 131 757 -789 451 057 64 841 124 90 629 398 - 285 668 90 343 730

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX-MONTH PERIODS ENDED 30 JUNE 2016 AND 30 JUNE 2015

(Amounts expressed in Euros)

Notes 30.06.2016 30.06.2015
Unaudited Unaudited
OPERATING ACTIVITIES
Receipts from trade debtors 421 862 751 516 629 887
Payments to trade creditors 343 643 764 445 861 909
Payments to staff 65 859 212 86 025 787
Net cash flow from operations 12 359 775 - 15 257 809
Payment / (receipt) of corporate income tax 2 732 887 4 888 238
Other receipts / (payments) relating to operating activities 749 576 - 1 614 694
Net cash flow from operating activities (1) 10 376 464 - 21 760 741
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 214
Tangible fixed assets and intangible assets 2 125 916 7 125 509
Investment properties 1 295 290
Investment subventions 119 682
Dividends 9 500
Non-current assets held for sale 1 081 935
Cash Payments arising from: 2 126 130 9 631 916
Investments 215 112 2 563
Tangible fixed assets and intangible assets 12 014 764 11 184 102
Investment properties 131 191
12 361 067 11 186 665
Net cash used in investment activities (2) - 10 234 937 - 1 554 749
FINANCING ACTIVITIES
Cash receipts arising from:
Interest and similar income 357 697 309 875
Loans obtained 787 740 197 920 289 476
Increase in share capital (Sonae Arauco, SA) 137 500 000
Cash Payments arising from: 925 597 894 920 599 351
Interest and similar charges 20 242 830 17 629 471
Loans obtained 907 130 527 876 752 167
Finance leases - repayment of principal 3 122 559 3 683 384
Others 15 325
930 495 916 898 080 347
Net cash used in financing activities (3) - 4 898 022 22 519 004
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) - 4 756 495 - 796 486
Effect of foreign exchange rate 77 753 - 102 102
Cash and cash equivalents at the beginning of the period 10 15 808 205 10 500 810
Cash and cash equivalents of excluded companies, at 31.05.2016 4 939 961
Cash and cash equivalents at the end of the period 10 6 033 996 9 806 426

The notes are an integral part of the consolidated financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2016 (Amounts expressed in euros)

1. INTRODUCTION

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

The shares of the company are listed on Euronext Lisbon.

Consolidated financial statements for the period ended 30 June 2016 and 30 June 2015 were not subject to a limited revision carried out by the company's statutory external auditor.

2. ACCOUNTING POLICIES

This set of consolidated financial statement has been prepared on the basis of the accounting policies that were disclosed on the notes to the consolidated financial statements for fiscal year 2015.

2.1. Basis of Preparation

These consolidated financial statements were prepared in accordance with the International Accounting Standard 34 – Interim Financial Reporting. As such, they do not include all the information which should be included in annual consolidated financial statements and should therefore be read in connection with the financial statements for fiscal year 2015.

2.2. Changes to accounting standards

These consolidated financial statements were prepared on the basis of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and with Interpretations issued by the IFRS Interpretations Committee (IFRS IC), effective from 1 January 2016 and endorsed by the European Union.

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

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

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

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

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

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

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

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

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

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

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

IAS 7 (amendment), Statement of Cash Flows – Disclosure initiative (effective for annual periods beginning on or after 1 January 2017). This amendment is still subject to endorsement by the European Union. This amendment introduces an additional disclosure about the changes in liabilities arising from financing activities, disaggregated between cash changes and non-cash changes and how it reconciles with the reported cash flows from financing activities, in the Cash Flow Statement;

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

deductible differences exist and how to assess recoverability of deferred tax assets when restrictions exist in the tax law;

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

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

IFRS 10 (amendment), Consolidated Financial Statements, IFRS 12 (amendment), Disclosure of Interests in Other Entities, and IAS 28 (amendment), Investments in Associates and Joint Ventures: 'Investment entities – exemption from consolidation' (effective for periods beginning on or after 1 January 2016). This amendment specifies that an intermediate holding company which is a subsidiary of an investment entity is exempted from consolidation. Furthermore, the optional use of equity method under IAS 28 is extensible to an entity which not being an investment entity, holds an interest in an associate or joint venture which qualifies as investment entity;

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

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

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

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

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

2.3. Translation of financial statements of foreign companies

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

30.06.2016 31.12.2015 30.06.2015
Closing
rate
Average
rate
Closing
rate
Average
rate
Closing
rate
Average
rate
Great Britain Pound 0.8265 0.7763 0.7340 0.7257 0.7114 0.7321
South African Rand 16.4474 17.2325 16.9520 14.0885 13.6407 13.3014
Canadian Dollar 1.4384 1.4835 1.5116 1.4163 1.3839 1.3767
American Dollar 1.1102 1.1156 1.0887 1.1089 1.1189 1.1151
Swiss Franc 1.0867 1.0972 1.0835 1.0670 1.0413 1.0558

Source: Bloomberg

3. RELEVANT EVENTS

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

As a consequence of this operation, companies excluded from consolidation (note 4) were classified as discontinued operations: net profit or loss for the five-month period ended 31 May 2016 and net profit or loss for the six-month period ended 30 June 2015 were included under Net profit / (loss) from discontinued operation, after taxation, on the Consolidated

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

4. COMPANIES INCLUDED IN CONSOLIDATION PERIMETER

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

PERCENTAGE OF CAPITAL HELD
COM PANY HEAD OFFICE 30.06,2016 31.05.2016 31.12.2015 TERM S FOR
INCLUSION
Direct Total Direct Total Direct Total
Agepan Eiweiler M anagement, GmbH Eiweiler (Germany) - - 100.00% 50.00% 100.00% 99.98% b)
1) Agloma Imobiliária y Servicios, SL M adrid (Spain) 100.00% 100.00% 100.00% 100.00% - - a)
Agloma Investimentos, SGPS, S. A. M aia (Portugal) - - 100.00% 50.00% 100.00% 99.87% b)
Aserraderos de Cuellar, S.A. M adrid (Spain) - - 100.00% 50.00% 100.00% 99.87% b)
BHW Beeskow Holzwerkstoffe GmbH M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Ecociclo, Energia e Ambiente, S. A. M aia (Portugal) - - 100.00% 50.00% 100.00% 100.00% b)
Euroresinas - Indústrias Quimicas, S.A. M aia (Portugal) - - 100.00% 50.00% 100.00% 100.00% b)
Frases e Frações - Imobiliária e
Serviços, SA
M aia (Portugal) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
GHP Glunz Holzwerkstoffproduktions
GmbH
M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Glunz AG M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Glunz Service GmbH M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Glunz UK Holdings, Ltd. Knowsley (United
Kingdom)
100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Glunz UkA GmbH M eppen (Germany) 100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Impaper Europe GmbH M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
Imoplamac – Gestão de Imóveis, S. A. M aia (Portugal) - - 100.00% 50.00% 100.00% 100.00% b)
Isoroy, SAS Nanterre (France) 100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
M aiequipa - Gestão Florestal, SA M aia (Portugal) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
M egantic B.V. Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
M ovelpartes - Comp. para a Indústria
do M obiliário, SA
Paredes (Portugal) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
Novodecor (Pty) Ltd Woodmead (South
Africa)
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
OSB Deustchland Germany - - 100.00% 50.00% 100.00% 99.86% b)
2) Parcelas e Narrativas - Imobiliária, SA M aia (Portugal) 100.00% 100.00% 100.00% 100.00% - - a)
Poliface North America Baltimore (USA) 100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Racionalización y M anufacturas
Florestales, S.A.
M adrid (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Sociedade de Iniciativa e Aproveit.
Florestais – Energias, S.A.
M angualde
(Portugal)
- - 100.00% 50.00% 100.00% 99.86% b)
Somit – Imobiliária, S.A. M angualde
(Portugal)
- - 100.00% 50.00% 100.00% 99.86% b)
1) Sonae Arauco France Nanterre (France) - - 100.00% 50.00% - - b)
Sonae Indústria – Prod. e Comerc.
Derivados M adeira, S. A.
M angualde
(Portugal)
- - 100.00% 50.00% 100.00% 99.86% b)
Sonae Indústria - Soc. Gestora de
Participações Sociais, SA
M aia (Portugal) Parent Parent Parent Parent Parent Parent Parent
Sonae Indústria de Revestimentos, SA M aia (Portugal) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% a)
Sonae Novobord (Pty) Ltd Woodmead (África
do Sul)
- - 100.00% 50.00% 100.00% 99.86% b)
Sonae Tafibra International, B. V. Woerden (The
Netherlands)
- - 100.00% 50.00% 100.00% 99.86% b)
Sonae Industria (UK), Limited Knowsley (United
Kingdom)
- - 100.00% 50.00% 100.00% 99.86% b)
Spanboard Products Ltd Belfast (United
Kingdom)
100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
3) Sonae Arauco, S.A. M adrid (Spain) - - 100.00% 50.00% 98.42% 99.86% b)
Tableros Tradema, S.L. M adrid (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Tafiber. Tableros de Fibras Ibéricas,
S.L.
M adrid (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Tafibra South Africa, Limited Woodmead (África
do Sul)
- - 100.00% 50.00% 100.00% 99.86% b)
Tafisa Canadá Inc Lac M égantic
(Canada)
100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Tafisa France S.A.S. Nanterre (France) 100.00% 100.00% 100.00% 100.00% 100.00% 99.86% a)
Tafisa U.K, Ltd. Knowsley (United
Kingdom)
- - 100.00% 50.00% 100.00% 99.86% b)
Taiber, Tableros Aglomerados Ibéricos,
S.L.
M adrid (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Tafibra Suisse, SA Tavannes
(Switzerland)
- - 100.00% 50.00% 100.00% 99.86% b)
Tecnologias del M edio Ambiente, S.A. Barcelona (Spain) - - 100.00% 50.00% 100.00% 99.86% b)
Tool, GmbH M eppen (Germany) - - 100.00% 50.00% 100.00% 99.86% b)
  • a) Majority of voting rights;
  • b) Company excluded from consolidation following the increase in share capital by Sonae Arauco, SA at 31 May 2016 (note 3);
  • 1) Company incorporated March 2016;
  • 2) Company incorporated May 2016;
  • 3) Former Tafisa Tableros de Fibras, SA, which was classified as a joint venture following the increase in share capital at 31 May 2016 (note 3).

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

5. JOINT VENTURES

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

PERCENTAGE OF CAPITAL HELD
COM PANY HEAD OFFICE 30.06.2016 31.12.2015
Direct Total Direct Total
1) Sonae Arauco, SA M adrid (Spain) 50.00% 50.00% - -
Agepan Eiweiler M anagement, GmbH Eiweiler (Germany) 50.00% 50.00% - - c)
Agloma Investimentos, SGPS, S. A. M aia (Portugal) 50.00% 50.00% - - c)
Aserraderos de Cuellar, S.A. M adrid (Spain) 50.00% 50.00% - - c)
BHW Beeskow Holzwerkstoffe GmbH M eppen (Germany) 50.00% 50.00% - - c)
Ecociclo, Energia e Ambiente, S. A. M aia (Portugal) 50.00% 50.00% - - c)
Euroresinas - Indústrias Quimicas, S.A. M aia (Portugal) 50.00% 50.00% - - c)
GHP Glunz Holzwerkstoffproduktions
GmbH
M eppen (Germany) 50.00% 50.00% - - c)
Glunz AG M eppen (Germany) 50.00% 50.00% - - c)
Glunz Service GmbH M eppen (Germany) 50.00% 50.00% - - c)
Impaper Europe GmbH M eppen (Germany) 50.00% 50.00% - - c)
Imoplamac – Gestão de Imóveis, S. A. M aia (Portugal) 50.00% 50.00% - - c)
Laminate Park GmbH & Co. KG Eiweiler (Germany) 50.00% 50.00% 50.00% 49.93% d)
OSB Deustchland Germany 50.00% 50.00% - - c)
Racionalización y M anufacturas
Florestales, S.A.
M adrid (Spain) 50.00% 50.00% - - c)
Sociedade de Iniciativa e Aproveit.
Florestais – Energias, S.A.
M angualde (Portugal) 50.00% 50.00% - - c)
Somit – Imobiliária, S.A. M angualde (Portugal) 50.00% 50.00% - - c)
Sonae Arauco France Nanterre (France) 50.00% 50.00% - - c)
Sonae Indústria – Prod. e Comerc.
Derivados M adeira, S. A.
M angualde (Portugal) 50.00% 50.00% - - c)
Sonae Novobord (Pty) Ltd Woodmead (África do Sul) 50.00% 50.00% - - c)
Sonae Tafibra International, B. V. Woerden (The Netherlands) 50.00% 50.00% - - c)
Sonae Industria (UK), Limited Knowsley (United Kingdom) 50.00% 50.00% - - c)
Tableros Tradema, S.L. M adrid (Spain) 50.00% 50.00% - - c)
Tafiber. Tableros de Fibras Ibéricas,
S.L.
M adrid (Spain) 50.00% 50.00% - - c)
Tafibra South Africa, Limited Woodmead (África do Sul) 50.00% 50.00% - - c)
Tafisa U.K, Ltd. Knowsley (United Kingdom) 50.00% 50.00% - - c)
Taiber, Tableros Aglomerados
Ibéricos, S.L.
M adrid (Spain) 50.00% 50.00% - - c)
Tafibra Suisse, SA Tavannes (Switzerland) 50.00% 50.00% - - c)
Tecnologias del M edio Ambiente, S.A. Barcelona (Spain) 50.00% 50.00% - - c)
Tecmasa. Reciclados de Andalucia, S.
L.
Alcalá de Guadaira (Spain) 50.00% 50.00% 50.00% 49.93% d)
Tool, GmbH M eppen (Germany) 50.00% 50.00% - - c)

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

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

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

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

30.06.2016 31.12.2015
Sonae Arauco -
Consolidated
Laminate Park Sonae Arauco -
consolidated
Tecmasa,
Reciclados de
Andalucia
Non-current assets 513 827 771 32 015 153 - 197 372
Current assets 212 320 390 18 227 223 - 413 252
Cash and cash equivalents 10 647 792 266 798 - 222 043
Other non-current liabilities 320 585 796 3 559 203 -
Current financial liabilities 10 710 930 4 347 656 -
Other current liabilities 175 304 980 31 443 090 - 108 501
30.06.2016 30.06.2015
Operating revenues 74 300 515 39 190 103 - 427 081
Operating expenses 65 855 543 39 729 086 - 398 021
Depreciation and amortization 3 869 402 2 524 728 - 26 491
Interest expense 747 405 399 833 -
Taxation - 48 534 - 8 907
Net profit/(loss) from continuing operations 7 042 876 - 1 383 989 - 20 117
Adjustments to the Group's accounting policies - 662 316 -
Group's share on net profit/(loss) 3 190 280 - 691 995 - 10 059

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

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

After being classified as a joint venture, Sonae Arauco, SA (formerly denominated as Tafisa –Tableros de Fibras, SA) and its subsidiaries were excluded from the consolidation at 31 May 2016 (notes 3, 4 and 5). The investment in Sonae Arauco, SA has been accounted using the equity method as from 31 May 2016. On the date of change of the accounting method, the investment was recognized at a provisional accounting value resulting from the deconsolidation of Sonae Arauco companies from Sonae Indústria's consolidated accounts, which was estimated at EUR 147 304 255. From 1 June 2016, this investment value changed due to the recognition of the Company's share of the following: consolidated net profit of Sonae Arauco, SA; consolidated other comprehensive income for the period; and changes in the remainder of consolidated net shareholders' funds of Sonae Arauco, SA, after being adjusted to comply with the accounting policies of Sonae Indústria and to eliminate the Company's share in gains or losses on transactions between both consolidation perimeters. Due to positive results posted by Sonae Arauco in June, at 30 June 2016 the investment in Sonae Arauco stood at EUR 151 740 885.

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

6. COMPARABILITY OF CONSOLIDATED FINANCIAL STATEMENTS

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

ASSETS 30.06.2016 31.12.2015
Consolidation
perimeter as at
30.06.2016
31.12.2015
Effect of
changes in
perimeter
31.12.2015
NON CURRENT ASSETS:
Tangible fixed assets 151 989 461 159 486 497 - 469 293 231 628 779 728
Goodwill 347 081 347 081 - 80 536 951 80 884 032
Intangible assets 376 459 492 840 - 3 710 188 4 203 028
Investment properties 6 377 398 - 6 450 977 6 450 977
Investment in associates - 1 493 139 1 493 139
Investment in joint ventures 151 740 885 - 5 695 259 5 695 259
Investment available for sale 128 907 127 122 - 1 028 591 1 155 713
Deferred tax asset 2 247 868 3 006 427 - 25 351 707 28 358 134
Other non current assets 442 603 459 938 - 344 332 804 270
Total non current assets 313 650 662 n/a n/a 757 824 280
CURRENT ASSETS:
Inventories 17 644 873 17 663 876 - 80 343 697 98 007 573
Trade debtors 20 449 749 13 247 716 - 71 805 293 85 053 009
Other current debtors 406 130 330 703 - 12 871 313 13 202 016
Current tax asset 1 756 455 2 021 731 - 778 038 2 799 769
Other taxes and contributions 1 734 334 1 737 318 - 3 073 977 4 811 295
Other current assets 3 122 152 3 070 477 - 7 336 179 10 406 656
Cash and cash equivalents 6 577 601 5 204 569 - 23 719 901 28 924 470
Total current assets 51 691 294 n/a n/a 243 204 788
Non-current assets held for sale 1 535 588 1 535 588 1 535 588
TOTAL ASSETS 366 877 544 n/a n/a 1 002 564 656
LIABILITIES
TOTAL SHAREHOLDERS`FUNDS 68 736 614 n/a n/a 57 669 892
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans - net of current portion 222 702 226 36 362 363 - 17 051 503 53 413 866
Finance lease creditors - net of current portion 1 343 146 1 544 674 - 15 204 920 16 749 594
Other loans - 1 325 632 1 325 632
Post-retirement liabilities 899 294 899 293 - 25 679 339 26 578 632
Other non current liabilities 3 736 894 3 860 910 - 29 728 932 33 589 842
Deferred tax liability 21 088 278 21 466 844 - 33 960 652 55 427 496
Provisions 2 132 414 2 400 067 - 6 955 350 9 355 417
Total non current liabilities 251 902 252 n/a n/a 196 440 479
CURRENT LIABILITIES:
Current portion of non-current bank loans 1 250 158 110 681 020 - 68 025 738 178 706 758
Current bank loans 2 843 605 109 089 651 - 44 506 614 153 596 265
Current portion of non-current non-convertible bonds 147 987 525 147 987 525
Current portion of non-current finance lease creditors 406 199 393 960 - 5 275 073 5 669 033
Other loans 18 930 - 41 600 257 41 619 187
Trade creditors 29 846 936 21 520 943 - 117 065 405 138 586 348
Current tax liability 1 016 619 1 330 790 - 177 463 1 508 253
Other taxes and contributions 607 132 951 596 - 6 066 899 7 018 495
Other current liabilities 10 268 029 12 673 144 - 59 933 815 72 606 959
Provisions - 1 155 462 1 155 462
Total current liabilities 46 238 678 n/a n/a 748 454 285
LIABILITIES TOTAL 366 877 544 n/a n/a 1 002 564 656

n/a – not applicable.

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

7. INVESTMENTS

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

30.06.2016 31.12.2015
Non current Non current
Investment in group companies excluded from consolidation
Opening balance 36 969 914 36 969 914
Liquidation 36 969 914
Closing balance 36 969 914
Accumulated impairment losses (Note 14) 36 969 914
Net investment in group companies excluded from consolidation
30.06.2016 31.12.2015
Non current Non current
Investment in associated companies
Opening balance 1 493 139 1 354 074
Effect of change in perimeter (note 4) -1 493 139
Effect of equity method (note 5) 139 065
Closing balance 1 493 139
30.06.2016 31.12.2015
Non current Non current
Investment in joint ventures
Opening balance 5 695 259 7 326 715
Effect of change in perimeter (note 4) -5 695 259
Effect of equity method (note 5) 151 740 885 -1 631 456
Closing balance 151 740 885 5 695 259
30.06.2016 31.12.2015
Non current Non current
Available-for-sale investment
Opening balance 1 171 674 1 144 569
Acquisition 2 224 18 579
Effect of change in perimeter (note 4) -1 049 510
Change in fair value 8 508 8 526
Closing balance 132 896 1 171 674
Accumulated impairment losses (Note 14) 3 989 15 961
Net available-for-sale investment 128 907 1 155 713

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

8. TANGIBLE FIXED ASSETS

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

30.06.2016 31.12.2015
Land and
Buildings
Plant and
Machinery
Vehicles Tools Fixtures and
Fittings
Other
Tangible
Fixed Assets
Tangible Fixed
Assets under
construction
Total tangible
fixed assets
Total tangible
fixed assets
Gross cost:
Opening balance 646 791 354 1 370 041 227 10 931 046 13 196 327 26 896 730 10 287 939 21 556 726 2 099 701 349 2 176 796 117
Changes in consolidation perimeter - 545 967 605 -1 084 104 786 - 8 457 368 - 12 973 716 - 22 926 895 - 9 512 382 - 12 933 945 -1 696 876 697
Capital expenditure 149 455 8 907 087 9 056 542 21 351 990
Disposals 15 654 852 41 459 567 389 909 108 958 614 045 721 067 58 948 398 17 098 510
Reclassifications as investment properties - 37 123 738
Transfers and reclassifications 257 696 5 579 235 305 454 14 704 104 294 162 105 - 8 036 709 - 1 613 221 - 4 005 554
Exchange rate effect 3 902 413 13 314 416 109 739 15 277 104 332 1 412 501 765 17 949 354 - 40 218 956
Closing balance 89 478 461 263 370 525 2 498 962 143 634 3 564 416 218 007 9 994 924 369 268 929 2 099 701 349
Accumulated depreciation and impairment losses
Opening balance 377 423 482 1 034 831 385 10 313 762 12 541 503 25 818 573 9 218 418 774 498 1 470 921 621 1 476 706 696
Changes in consolidation perimeter - 339 676 366 - 839 839 024 - 7 912 407 - 12 402 841 - 22 092 857 - 8 456 307 - 774 498 -1 231 154 300
Depreciations for the period 4 698 552 19 990 032 153 450 95 735 160 247 171 226 25 269 242 61 697 879
Impairment losses for the period - on results 111 280
Disposals 15 024 539 41 189 053 388 968 108 959 611 979 720 884 58 044 382 12 864 956
Reclassifications as investment properties - 30 134 419
Transfers and reclassifications - 7 874 - 7 874 - 3 307 007
Exchange rate effect 1 330 390 8 758 041 98 356 15 204 93 302 - 132 10 295 161 - 21 287 852
Closing balance 28 751 519 182 551 381 2 264 193 140 642 3 367 286 204 447 217 279 468 1 470 921 621
Carrying amount 60 726 942 80 819 144 234 769 2 992 197 130 13 560 9 994 924 151 989 461 628 779 728

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

At the closing date of these consolidated financial statements, mortgaged tangible fixed assets amounted to EUR 129 024 576 (EUR 299 596 935 at 31 December 2015), as a guarantee of loans amounting to EUR 48 110 190 (EUR 125 910 591 at 31 December 2015).

9. DEFERRED TAXES

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

Deferred Tax Assets Deferred Tax Liabilities
30.06.2016 31.12.2015 30.06.2016 31.12.2015
Harmonisation Adjustments 20 106 246 38 104 229
Provisions not Allowed for Tax Purposes 19 333 997 568
Impairment of Assets 274 598 1 233 414
Tax Losses Carried Forward 1 730 584 17 857 583
Defined benefit plans 2 262 330
Derecognized Tangible Fixed Assets 36 378
Revaluation of Tangible Fixed Assets 980 366 14 655 358
Other Temporary Differences 223 353 5 970 861 1 666 2 667 909
2 247 868 28 358 134 21 088 278 55 427 496

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

Deferred tax assets Deferred tax liabilities
30.06.2016 30.06.2015
Restated
30.06.2016 30.06.2015
Restated
Opening balance
Effect on profit or loss of continuing operation:
Changes in temporary differences affecting profit or loss:
Harmonisation adjusments
Impairment of Assets
Revaluation of tangible assets
Tax losses carried forward
Others
Subtotal (note 21)
Effect on profit or loss of discontinued operations:
28 358 134 27 754 742 55 427 496 63 291 251
- 1 384 218 - 926 451
- 2 362
- 6 393 - 3 696
158 827 - 1 170 353
- 917 388 - 95 007 148 117
- 760 923 - 1 265 360 - 1 390 611 - 782 030
Changes in temporary differences affecting profit or loss:
Harmonisation adjusments 137 795 491 728
Provisions not allowed for tax purposes - 116 222 88 149
Impairment of Assets - 256 828 - 595 405
Tax losses carried forward 1 438 154 608 860
Derecognized tangible assets - 450 - 539
Revaluation of tangible assets 1 886 522 - 1 249 319
Others - 1 682 926 40 780 233 460 237 225
Subtotal - 618 272 141 845 2 257 777 - 520 366
Currency translation effect 38 930 29 857 1 326 613 774 504
Changes in consolidation perimeter - 24 770 001 - 36 532 997
Closing balance 2 247 868 26 661 084 21 088 278 62 763 359

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

10. CASH AND CASH EQUIVALENTS

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

30.06.2016 31.12.2015
Cash at Hand
Bank Deposits and Other Treasury Applications
5 926
6 571 675
42 240
28 882 230
Cash and Cash Equivalents on the Consolidated Statement of
Financial Position
6 577 601 28 924 470
Bank Overdrafts 543 605 13 116 265
Cash and Cash Equivalents on the Statement of Cash Flows 6 033 996 15 808 205

11. OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income on the Consolidated Statement of Financial Position, is detailed as follows:

Accumulated other comprehensive income
Atributable to the parent's shareholders
Available Remeasurement Share of Other Comprehensive Income of
Joint Ventures and Associates
Income tax
related to
Currency
translation
for-sale
financial
assets
Revaluation
Reserve
s on defined
benefit plans
Which may be
subsequently
transferred to profit
or loss
Which may not be
subsequently
transferred to profit
or loss
components
of other
comprehensiv
e income
Total
Balance as at 1 January 2016 - 31 461 322 96 733 106 260 850 - 6 260 935 1 388 833 26 238 300 43 785 859
Other consolidated comprehensive income for the period
Change in method
Tranferred to Net consolidated profit/(loss) for the period
Others
3 020 523
36 592 671
1 706 713
8 508
- 105 241
- 99 895 009
1 343
6 218 070
- 87
1 288 940
52 621
33 619 135 - 25 049 855
- 155 063
4 317 971
-35 060 569
36 592 671
1 863 032
Balance as at 30 June 2016 9 858 585 6 367 184 - 42 952 1 341 561 35 007 968 1 033 382 51 498 964
Accumulated other comprehensive income
Atributable to the parent's shareholders
Currency
translation
Available
for-sale
Revaluation Remeasurement Share of Other Comprehensive Income of
Joint Ventures and Associates
Income tax
related to
components
financial
assets
Reserve s on defined
benefit plans
Which may be
Which may not be
subsequently
subsequently
transferred to profit
transferred to profit
or loss
or loss
of other
comprehensiv
e income
Total
Balance as at 1 January 2015 -12 361 951 88 083 107 383 926 -6 520 334 1 386 912 26 611 343 63 365 293
Other consolidated comprehensive income for the period 1 475 252 579 1 475 831
Balance as at 30 June 2015 -10 886 699 88 662 107 383 926 -6 520 334 1 386 912 26 611 343 64 841 124

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

12. LOANS

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

30.06.2016 31.12.2015
Amortised cost Nominal value Amortised cost Nominal value
Current Non current Current Non current Current Non current Current Non current
Bank loans
Debentures
4 093 763 222 702 226 4 093 763 224 430 786 332 303 023
147 987 525
53 413 866 333 573 440
150 000 000
53 648 577
Obligations under finance leases
Other loans
406 199 1 343 146 406 199 1 343 146 5 669 033
41 619 187
16 749 594
1 325 632
5 669 033
41 954 760
16 749 594
1 325 632
Gross debt 4 499 962 224 045 372 4 499 962 225 773 932 527 578 768 71 489 092 531 197 233 71 723 803
Cash and cash equivalent in 6 577 601 6 577 601 28 924 470 28 924 470
Net debt - 2 077 639 224 045 372 - 2 077 639 225 773 932 498 654 298 71 489 092 502 272 763 71 723 803
Total net debt 221 967 733 223 696 293 570 143 390 573 996 566

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

12.1. Bank Loans

Company(ies) Loan Contract date Maturity (with reference to
30.06.2016)
Currency Outstanding
principal at
30.06.2016
(EUR)
Outstanding
principal at
31.12.2015
(EUR)
Sonae Arauco, SA (former
Tableros de Fibras S.A. )
Commercial
paper
programme
July 2010 1) EUR 2 400 000
Sonae Indústria, SGPS, S.A. Bank loan August 2010 to be repaid from November
2012 to August 2017
EUR 1 388 889 1 944 444
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
September 2010 fully repaid in June 2016, as
per contract
EUR 12 500 000
Tafisa Canada Inc. Bank loan
(Revolving )
July 2011 to be repaid from March 2017
to May 2021
CAD 48 110 190 29 572 204
Tafisa Canada Inc. Bank loan July 2011 last payment in April 2016, as
per contract
CAD 334 117
Imoplamac, S.A. Bank loan November 2012 last payment in March 2016,
as per contract
EUR 729 933
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
June 2013 June 2018
Note: programme without
subscription guarantee
EUR 2 300 000 13 650 000
Taiber, Tableros Aglomerados
Ibéricos, S.L.
and Sonae Indústria, SGPS,
S.A.
Bank loan November 2013 1) EUR 39 000 000
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
July 2014 to be repaid from December
2015 to June 2018
EUR 8 350 000
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
August 2014 1) EUR 93 900 000
Sonae Arauco, SA (former
Tableros de Fibras, S.A. )
and Sonae Indústria, SGPS,
S.A.
Bank loan October 2014 1) EUR 65 000 000
Sonae Indústria, SGPS, S.A. Bank loan October 2014 1) EUR 7 930 000
Sonae Indústria, SGPS, S.A Commercial
paper
programme
February 2015 1) EUR 12 500 000
Sonae Novobord (Pty) Limited Bank loan April 2015 2) ZAR 2) 16 104 270
Sonae Indústria, SGPS, S.A. Bank loan June 2015 1) EUR 60 000 000
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
October 2015 October 2016, renewable EUR 5 000 000
Euroresinas - Indústrias
Químicas, S.A.
Bank loan November 2015 2) EUR 2) 4 000 000
Sonae Indústria, SGPS, S.A. Bank loan December 2015 fully repaid in January 2016,
as per contract
EUR 9 999 481
Taiber, Tableros Aglomerados
Ibéricos, S.L.
Bank loan January 2016 2) EUR 2) N/A
Sonae Indústria, SGPS, S.A. Commercial
paper
programme
May 2016 to be repaid from May 2019 to
May 2021
EUR 175 000 000 N/A
Several companies Other bank loans - - EUR 1 725 470 4 307 567
Total EUR 228 524 549 387 222 017

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

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

All these loans are subject to variable interest rates.

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

At 30 June 2016, in addition to mortgaged tangible fixed assets referred to on note 8, there were other assets amounting to EUR 30 986 755 (EUR 47 975 673 at 31 December 2015) which were pledged as guarantee of the Group's liabilities. These assets consisted mostly of inventories and accounts receivable. In addition, on this date there was an agreement for the pledge of the shares of subsidiaries Megantic BV and Tafisa Canada Inc, as guarantee of commercial paper contracted by Sonae Indústria, SGPS, SA in May 2016.

12.2. Bond Issues

Company(ies) Loan Contract date Maturity (with reference to
30.06.2016)
Currency Outstanding
principal at
30.06.2016
(EUR)
Outstanding
principal at
31.12.2015
(EUR)
Sonae Indústria, SGPS, S.A. Sonae Industria /
2014 - 2020
bonds
October 2014 1) EUR 150 000 000

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

This loan was subject to variable interest rate.

12.3. Other loans

Company(ies) Loan Contract date Maturity (with reference to
30.06.2016)
Currency Outstanding
principal at
30.06.2016
(EUR)
Outstanding
principal at
31.12.2015
(EUR)
Trade receivables 1) EUR 40 162 862
Several companies
August 2012
securitization 1)
GBP 480 792

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

This loan was subject to variable interest rate.

13. OTHER CURRENT LIABILITIES

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

30.06.2016 31.12.2015
Derivatives 71 084 41 908
Tangible fixed assets suppliers 894 116 5 418 520
Other creditors 662 204 2 776 725
Financial instruments 1 627 404 8 237 153
Other creditors 290 157 7 301 250
Accrued expenses:
Personnel expenses 3 907 925 17 002 321
Accrued financial expenses 627 563 6 503 606
Rebates 2 329 195 15 818 462
External supplies and services 379 971 8 005 824
Other accrued expenses 785 161 5 312 168
Deferred income:
Investment subventions 171 726 4 277 243
Other deferred income 148 927 148 932
Liabilities out of scope of IFRS 7 8 640 625 64 369 806
Total 10 268 029 72 606 959

14. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

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

30.06.2016
Opening
balance
Exchange
rate effect
Changes to
perimeter
Increase Utilization Reversion Other
changes
Closing
balance
41 690 361 - 25 299 027 - 12 712 837 3 678 497
1 700 000 1 700 000
366 436 - 319 243 24 028 - 3 923 19 242
605 874
3 502
82 297 194 33 940 - 50 682 534 1 603 068 940 055 - 51 368 762 6 007 115
1 523 885 - 24 284 - 347 703 421 271 8 017 738 644
549 120 - 27 - 607 393 58 300
1 492 766 - 210 000 1 083 997 198 769
6 945 108 - 3 727 360 73 634 329 268 - 1 767 113 1 195 000
10 510 879 - 24 311 - 6 659 569 131 934 1 834 536 - 6 651 552 2 132 414
92 808 073 9 629 - 57 342 103 1 735 002 1 834 536 940 055 - 58 020 314 8 139 529
3 990
4 401 009 5 390 - 3 354 143 943 884 1 247 481 748 659
8 892 178
2 259 929
10 931 182
25 345 784
3 502
36 985 875
134 194 957
33 940
15 019
- 25 064 264
- 25 641
- 60 721 887
1 603 068
13 670
2 692 556
1 834 536 916 027
2 187 536
- 2 259 929
- 10 931 182
- 25 460 891
- 36 969 914
- 94 990 228
30.06.2015
Opening Exchange Changes to Other Closing
Description balance rate effect perimeter Increase Utilization Reversion changes balance
Impairment losses:
Investment properties 2 259 929 2 259 929
Tangible fixed assets 48 044 432 116 743 - 542 970 47 618 205
Goodwill 7 778 921 40 544 7 819 465
Intangible assets 30 833 - 1 831 29 002
Other non-current assets 10 931 182 10 931 182
Trade debtors 26 228 073 94 338 1 139 089 942 470 - 716 842 25 802 188
Other debtors 3 502 3 502
Subtotal impairment losses 93 016 943 134 882 1 255 832 942 470 998 286 94 463 473
Provisions:
Litigations in course 1 504 544 - 9 403 1 495 141
Warranties to customers 541 547 3 393 48 656 7 500 586 096
Restructuring 6 055 072 14 635 1 532 698 4 090 013 3 512 392
Other 4 694 739 73 266 279 736 58 046 4 546 314
Subtotal provisions 12 795 901 18 028 1 654 620 4 377 249 48 643 10 139 942
Subtotal impairment losses and provisions 105 812 845 152 910 2 910 452 4 377 249 942 470 1 046 929 104 603 415
Other losses:
Investments 36 985 875
4 165 268
15 839 2 153 893 905 561 - 867 028 36 985 875
4 562 411
Write-down to net realizable value of inventories
Total 146 963 988 168 749 5 064 345 4 377 249 1 848 031 179 901 146 151 701

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

30.06.2016 30.06.2015
Losses
Gains
Total
Losses Gains Total
Restated Restated Restated
Cost of sales 88 582 68 560 - 20 022 105 616 43 515 - 62 101
(Increase) / decrease in production 51 426 39 700 - 11 726 77 544 71 340 - 6 204
Provisions and impairment losses 13 112 282 035 268 923 116 743 19 223 - 97 520
Profit / (loss) from discontinued operations 2 539 436 3 631 777 1 092 341 4 764 442 6 091 202 1 326 760
Total (Consolidated Income Statement) 2 692 556 4 022 072 1 329 516 5 064 345 6 225 280 1 160 935

15. RELATED PARTIES

Balances and flows with related parties are summarized as follows:

Balances Accounts receivable Accounts payable
30.06.2016 31.12.2015 30.06.2016 31.12.2015
Other subsidiaries of the parent company 440 675 329 705 2 510 787 4 336 245
Joint ventures and associates 748 332 9 527 339 1 984 183 1 836 792
Transactions Income Expenditure
30.06.2016 30.06.2015 30.06.2016 30.06.2015
Restated Restated
Other subsidiaries of the parent company 25 000 1 491 595 526 686 072
Joint ventures and associates 13 316 672 15 013 462 15 745 407 10 364 635

16. DISCONTINUED OPERATIONS

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

30.05.2016 30.06.2015
Sales 339 858 763 437 098 846
Services rendered 830 586 1 109 356
Other income and gains 6 660 223 11 916 727
Cost of sales 167 993 678 232 664 932
(Increase) / decrease in production - 2 711 434 - 1 054 553
External supplies and services 84 495 943 115 557 397
Staff expenses 51 864 328 71 456 496
Depreciation and amortisation 20 069 407 25 160 825
Provisions and impairment losses (increase / reduction) - 748 574 1 467 141
Other expenses and losses 39 799 364 6 251 860
Operating profit / (loss) - 13 413 140 - 1 379 169
Net finance profit / (loss) - 13 888 033 - 21 821 919
Gains and losses in associated companies 222 216 246 384
Gains and losses in joint ventures 74 869 - 679 083
Gains and losses in investments - 13 670
Net profit/(loss) from discontined operations, before taxation - 27 017 758 - 23 633 787
Taxation 3 728 804 921 375
Consolidated net profit / (loss) from discontinued operations, afer taxation - 30 746 562 - 24 555 162

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

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

30.06.2016 30.06.2015
Operating activities - 10 966 545 - 23 320 581
Investment activities 4 809 572 1 432 516
Financing activities 178 279 233 - 8 487 707

17. OTHER INCOME AND GAINS

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

30.06.2016 30.06.2015
Restated
Gains on disp. and write off of invest. prop., tang. and intang. assets 856 923 74 900
Supplementary revenue 1 015 697 763 232
Investment subventions 80 651 73 475
Tax received 24 844
Positive exchange gains 1 308 689 1 348 582
Others 254 292 298 633
3 541 096 2 558 822

18. OTHER EXPENSES AND LOSSES

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

30.06.2016 30.06.2015
Restated
Taxes 606 647 648 450
Losses on disp. and write off of invest. prop., tang. and intang. assets 244 583 48 675
Negative exchange gains 1 277 207 1 129 851
Others 790 815 362 419
2 919 252 2 189 395

19. UNDERLYING AND NON-UNDERLYING ITEMS

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

30.06.2016 30.06.2015
Recurring Recurring
Restated
Sales 119 848 509 116 275 596
Services rendered 719 038 565 409
Other income and gains 2 683 141 1 907 447
Cost of sales 63 057 183 64 341 026
(Increase) / decrease in production 1 379 109 1 539 758
External supplies and services 24 479 465 23 589 908
Staff expenses 12 776 471 12 510 594
Impairment losses in trade debtors (increase/reduction) - 1 270 - 19 222
Other expenses and losses 2 725 611 2 137 827
Recurring operating profit/(loss) before amortization,
depreciation, provisions and impairment losses
(except trade debtors)
18 834 119 14 648 561
Non-Recurring operating profit/(loss) before
amortization, depreciation, provisions and impairment
losses (except trade debtors)
330 006 - 475 886
Total operating profit/(loss) before amortization,
depreciation, provisions and impairment losses
(except trade debtors)
19 164 125 14 172 675

20. FINANCIAL RESULTS

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

30.06.2016 30.06.2015
Restated
Financial expenses:
Interest expenses
related to bank loans and overdrafts 5 512 489 5 155 620
related to non convertible bonds 5 315 242 3 532 354
related to finance leases 42 544 9 692
related to loans from related parties 106 683 2 204 372
others 150 908 1 670
11 127 866 10 903 708
Losses in currency translation
related to loans 869 651 674 594
869 651 674 594
Cash discounts granted 884 474 834 588
Other finance losses 934 229 511 111
13 816 220 12 924 001
30.06.2016 30.06.2015
Financial income: Restated
Interest income
related to bank loans 12 215 24 364
related to loans to related parties 2 964 350 12 332 798
2 976 565 12 357 162
Gains in currency translation
related to loans 988 031 517 694
988 031 517 694
Cash discounts obtained 38 592 51 294
Other finance gains 46 913 45 246
4 050 101 12 971 396
Finance profit / (loss) - 9 766 119 47 395

21. TAXES

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

30.06.2016 30.06.2015
Restated
Current tax 4 342 638 1 836 337
Deferred tax - 629 688 483 330
3 712 950 2 319 667

22. SEGMENT INFORMATION

The main activity of the Group is the production of wood based panels and derivative products through industrial plants and commercial facilities located in Portugal, Canada and South Africa.

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

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

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

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

23. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issuance 21 September 2016.

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