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Sonae SGPS

Quarterly Report Nov 19, 2012

1901_10-q_2012-11-19_298491db-8356-4391-92c4-d660c8f90d66.pdf

Quarterly Report

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SONAE INDÚSTRIA, SGPS, SA

Registered Office: Lugar do Espido, Via Norte, Maia, Portugal Registered at the Commercial Registry of Maia Registry and Tax Identification No. 506 035 034 Share Capital: € 700 000 000 Publicly Traded Company

ACTIVITY REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

JANUARY – SEPTEMBER 2012

ACCORDING TO THE INTERNATIONAL ACCOUNTING STANDARD 34 – INTERIM FINANCIAL REPORT

Maia, Portugal, 16 November 2012: Sonae Indústria reports unaudited Consolidated Results for the first nine months of 2012 (9M12) which are prepared in accordance with IAS 34 – Interim Financial Reporting.

Highlights of Financial Performance:

  • Comparing 9M12 with 9M11, like-for-like values*:
  • o Turnover decreased by 2%, from 1,024 to 1,005 million Euros
  • o Recurrent EBITDA margin fell 0.4 pp reaching 7.6%
  • o Net losses from continued operations reduced from 49 to 28 million Euros
  • o Net Debt reduced 28 million Euros to 696 million Euros
  • Comparing 3Q12 with 3Q11, like-for-like values*:
  • o Turnover decreased by 6%, to 312 million Euros
  • o Recurrent EBITDA dropped 2.4pp to 20 million Euros
KEY
FIGURES*(EuroMillions)
9M11* 9M12 9M12/
9M11*
3Q11 2Q12 3Q12* 3Q12/
3Q11
3Q12/
2Q12
Consolidated Turnover 1.024 1.005 (2%) 332 341 312 (6%) (8%)
EBITDA 78 71 (9%) 26 23 18 (31%) (22%)
Recurrent EBITDA 82 76 (7%) 29 24 20 (31%) (17%)
Recurrent EBITDA Margin % 8,0% 7,6% ‐0,4 pp 8,8% 7,1% 6,4% ‐2,4 pp ‐0,7 pp
Profit / (loss) fromcontinued operations (49) (28) 43% (7) (12) (14) (86%) (16%)
Profit/(loss) fromdiscontinued operations (5) (42) (670%) (1) (2) (38) (2.974%) (1.415%)
Minority Interests (1) (1) (23%) (0) (0) (1) (467%) (244%)
Net Profit/(Loss) attributable to Shareholders (54) (69) (28%) (9) (14) (51) (492%) (255%)
Net Debt** 724 696 (4%) 724 696 696 (4%) (0%)

*restated transferring UK values to "discontinued operations"

** Balance Figures were not restated

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

"During last quarter, as expected, activity was negatively affected by the normal summer shut downs in the Northern Hemisphere. This effect, combined with a depressed economy in Europe, due to the austerity measures implemented, led to a weaker demand and the consequent further sales volumes drop.

Turnover in 3Q12*, when compared to 2Q12*, fell by 8% to 312 million Euros and the seasonal decrease of installed capacity utilization prevented a proper dilution of fixed costs. This effect resulted in a recurrent EBITDA margin decline of 0.7pp to 6.4% of turnover. Despite this lower profitability, the continuously closely management of working capital, enabled us to maintain the level of Net Debt at 696 million Euros, 28 million Euros below the same period of last year.

Following our efforts to refinance debt, we finalized 2 important operations over the last 2 months: in September, we closed the negotiations of a securitization transaction on the maximum amount of 100 million Euros with ING Belgium organised in collaboration with Finacity Corporation; in October we modified the repayment plan of bonds, which enables us to postpone to May 2017 the total amount of 45 million Euros previously due in 2012 and 2013.

In the UK, as previously announced, we decided to close the Knowsley plant, following in-depth consultation with employees and trade union representatives, started in July. This decision is the result of the long delays to reconstruct the plant due to political and licensing difficulties and the reduced and unsustainable capacity levels that we were facing. However, it continues to be our intention, to supply the UK market from other plants located in Europe.

I am aware of the difficult path towards long term sustainability of the company. However, I count on Sonae Industria team to overcome all adversities that may arise, in order to bring it back to profitability, and creating value to shareholders."

Geographical Review of Operations

Europe (Iberia, Germany, France and UK)

The performance in Iberia, Germany and France was particularly affected by the macroeconomic situation, namely the austerity measures in some of the countries where we operate as well as by the lower activity caused by summer shutdowns.

Regarding UK, at 30 September 2012 there was an expectation to sell the Sonae UK assets in the near future, as such these were considered as "available for sale" and were impaired to the expected sales value (19 million Euros). In fact an agreement for the sale of the equipment was already signed in November. Since the production activity was stopped in this quarter we report UK figures as "discontinued operations". To facilitate comparisons, previous quarters were restated, accordingly.

Iberia continued to be negatively affected by austerity measures which are causing a very depressed economic environment. The number of new housing permits granted in Portugal and in Spain is much below last year (30%i and 41%ii, respectively). Volumes sold from Iberia in 9M12, compared to 9M11, remained flat, despite having increased to export markets. However, stronger prices in some value added products enabled us to move turnover by 4% up to 304

million Euros. As a result, we were able to slightly increase the recurrent EBITDA margin to 7.9%, also helped by lower fixed costs. During 3Q12, comparing to 2Q12, seasonal factors led to 10pp lower capacity utilization, volumes declined by 16% and turnover dropped by 9%. Despite this, operational efficiency gains enabled us to maintain the recurrent EBITDA margin level.

In Germany, new house construction permits are 7%iii above last year. Nevertheless, comparing 9M12 with 9M11, turnover dropped by 6%, being negatively impacted by some price pressure and lower volumes sold, particularly as a consequence of a weaker demand from the main furniture producers as a result of decreasing levels of export activity to neighbour countries. However, operational efficiency gains and better product mix enabled us to maintain the recurrent EBITDA margin level. During 3Q12, compared to 2Q12, volumes sold dropped by 8% which led to 7% lower turnover. This seasonal lower activity resulted in a capacity utilization decline of 10pp negatively impacting the recurrent EBITDA margin, which fell by 1pp.

In France, demand from the construction and furniture segments remains weak, and housing permits are 2%iv below last year. Comparing 9M12 with 9M11, turnover decreased by 7% mainly due to 14% lower volumes sold. This lower activity combined with 7% higher variable costs led to a 2pp recurrent EBITDA margin decline. Comparing 3Q12 with 2Q12 turnover dropped by 6% mainly due to seasonal effects and a worst product mix. However, operational efficiency gains enabled us to maintain the recurrent EBITDA margin.

Comparing 9M12 with 9M11, turnover from European plants slightly declined to 817 million Euros. However, we were able to maintain the recurrent EBITDA level at 6.3% of turnover, illustrating operational efficiency gains and product management improvements achieved. Quarter on quarter, turnover decreased by 9% to 249 million Euros, but recurrent EBITDA margin was kept at approximately the same level.

Rest of the World (Canada and South Africa)

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

In North America, US housing starts increased by 25%v while Canadian housing starts moved by 11%vi up, showing some positive signs, particularly in the US market. Comparing 9M12 with 9M11, 6% higher volumes sold combined with stronger prices led to 15% higher turnover in local currency. However, recurrent EBITDA margin declined by 1pp, due to the 10% higher chemicals costs. In 3Q12, compared to 2Q12 volumes sold declined by 12% and turnover in local currency fell by 14%, due to seasonal effects and also to lower activity mainly in Canada with construction activity tapering off. This lower activity resulted in a recurrent EBITDA margin decline of 4pp.

In South Africa, residential building permits posted an increase of 4%vii. Volumes sold in 9M12, when compared to 9M11 remained stable and turnover in local currency increased by 2%. Nevertheless, recurrent EBITDA margin fell by 7pp due to 10% higher variable costs, particularly electricity and chemicals which are much above last year (25% and 18%viii, respectively). Last quarter our performance was negatively affected by a nationwide strike in the transport sector which began on the 25th September. Sales of 3Q12 were also negatively impacted by the implementation of price increases in July and August. As a result, volumes sold in 3Q12 when compared to 2Q12 declined by 8% and turnover in local currency fell by 3%.

For the Rest of the World, comparing 9M12 to 9M11, turnover moved 12% up but recurrent EBITDA margin decreased by 3.5pp to 11.6% due to the much higher variable costs. Comparing 3Q12 to 2Q12 turnover declined by 7%, due to different reasons in Canada and South Africa, which were above already explained.

Financial Review of 9M12

Compared to 9M11, consolidated turnover* for 9M12 decreased by 2% to 1,005 million Euros with a reduction of approximately 4% in volumes sold. Price adjustments were not enough to compensate the variable cost increases and lower volumes which resulted in a 0.4pp recurrent EBITDA margin decrease to 7.6% of turnover.

M n

C o n so lid ated T u rn o ver & Recu rren t E B IT D A M arg in

Consolidated turnover in 3Q12* totalled 312 million Euros, representing a 8% decrease compared to 2Q12. The Recurrent EBITDA margin dropped 0.7pp to 6.4% mainly due to the seasonal lower activity in the Northern Hemisphere countries.

Mn

Consolidated Turnover & Recurrent EBITDA Margin

*restated transferring UK values to "discontinued operations"

Total EBITDAix in 9M12 reached 71 million Euros (which includes around 5 million Euros non recurrent costs) and was 9% below 9M11.

PROFIT &LOSS ACCOUNT* (Euro Millions) 9M11* 9M12 9M12/
9M11*
3Q11* 2Q12 3Q12 3Q12/
3Q11
3Q12/
2Q12
Consolidated Turnover 1.024 1.005 (2%) 332 341 312 (6%) (8%)
Other Operational Income 26 21 (17%) 6 8 7 17% (12%)
EBITDA 78 71 (9%) 26 23 18 (31%) (22%)
Recurrent EBITDA 82 76 (7%) 29 24 20 (31%) (17%)
Recurrent EBITDA Margin % 8,0% 7,6% ‐0,4 pp 8,8% 7,1% 6,4% ‐2,4 pp ‐0,7 pp
Depreciation and amortisation (62) (58) 6% (20) (20) (19) 7% 3%
Provisions and Impairment Losses (36) (1) 97% (1) (1) 0 104% 106%
Operational Profit (8) 15 278% 6 3 0 (95%) (90%)
Net Financial Charges (36) (38) (7%) (12) (13) (12) (5%) 4%
o.w. Net Interest Charges (21) (21) (1%) (8) (7) (7) 14% 8%
o.w. Net Financial Discounts (9) (11) (17%) (3) (4) (4) (15%) 5%
Profit before taxes continued operat. (EBT) (44) (23) 47% (6) (10) (12) (96%) (18%)
Taxes (5) (5) 9% (1) (2) (2) (42%) (2%)
o.w. Current Tax (1) (4) (193%) (0) (2) (1) (167%) 49%
Profit / (loss) from continued operations (49) (28) 43% (7) (12) (14) (86%) (16%)
Profit / (loss) fromdiscontinued operations (5) (42) (670%) (1) (2) (38) (2.974%) (1.415%)
Minority Interests (1) (1) (23%) (0) (0) (1) (467%) (244%)
Net Profit/(Loss) attributable to Shareholders (54) (69) (28%) (9) (14) (51) (492%) (255%)

*restated transferring UK values to "discontinued operations"

9M12 consolidated net losses from continued operations were 28 million Euros, an improvement of 21 million Euros compared with 9M11. Net losses from discontinued operations were 42 million Euros, including impairment losses of 41 million Euros resulting from closing Knowsley plant. Consolidated net losses attributable to Sonae Indústria shareholders were 69 million Euros.

Additions to Fixed Assets in 9M12 were 29 million Euros, of which 19 million Euros are mostly related to investments in maintenance, Health & Safety and Environmental improvements. Almost 10 million Euros are related to the reconstruction of the UK plant, which were financed under the insurance program.

During 9M12, Working Capitalx increased by 4 million Euros when compared to the end of 2011, but decreased 29 million Euros compared to 9M11, and resulted in a 28 million Euros reduction in Net Debt (when compared to 9M11).

BALANCE SHEET (Euro Millions) 9M11 2011 1Q12 1H12 9M12
Non Current Assets 1.049 1.063 1.053 1.049 975
Tangible Assets 905 915 905 903 832
Goodwill 93 93 93 93 93
Deferred Tax Assets 34 38 37 38 36
Other Non Current Assets 17 17 18 15 13
Current Assets 398 368 407 385 372
Inventories 145 137 142 138 136
Trade Debtors 191 158 200 198 186
Cash & Investments 10 24 19 16 15
Other Current Assets 52 48 46 32 35
Non‐current assets held for sale 1 1 1 19
Total Assets 1.447 1.432 1.461 1.435 1.366
Shareholders' Funds 231 236 233 222 171
Minority Interests 0 0 0 0 0
Shareholders' Funds + Minority Interests 232 236 233 222 170
Interest Bearing Debt 734 739 730 712 711
Short term 106 157 343 348 277
L‐M term 628 581 386 364 434
Trade Creditors 168 161 201 194 183
Other Liabilities 313 296 297 306 302
Total Liabilities 1.215 1.196 1.228 1.213 1.196
Total Liabilities, Shareholders' Funds and
Minority Interests
1.447 1.432 1.461 1.435 1.366
Net Debt 724 715 711 696 696
Workig Capital 168 134 141 142 139

Looking Forward

In the near future, we don't expect an improvement in market demand in Europe, due to the continuing fiscal tightening in Southern Europe. As such we will continue to analyse opportunities to improve profitability by consolidating activity in the most efficient sites and reducing fixed costs.

In Canada and South Africa, we expect to improve profitability in the coming quarters.

We will also keep working in continuous improvement initiatives in all areas and in developing our sales offer and service to better meet our clients' needs.

Finally we will continue pursuing opportunities to sell non-core assets and refinancing debt maturing in the coming quarters.

The Board of Directors

vii Source: Statistics South Africa, October 2012 (from January till July 2012, when compared to the previous year) viii Chemical costs are also higher due to the exchange rate effect ix EBITDA = EBIT + D&A + (Provisions and impairment losses - Impairment Losses in trade receivables + Reversion

of Impairment Losses in trade receivables)

x Working Capital = Inventories + Trade Debtors – Trade Creditors

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

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

previous year)

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

v

Source: RISI, September 2012 (from January till August 2012, when compared to the previous year) vi Source: Canada Mortgage and Housing Corporation, October 2012 (from January till August 2012, when compared to the previous year)

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

(Amounts expressed in Euros)

ASSETS Notes 30.09.2012 31.12.2011
Unaudited
NON CURRENT ASSETS:
Tangible assets
Goodwill
5 832 424 251
92 798 681
915 418 700
92 620 183
Intangible assets 5 7 163 492 8 576 779
Investment properties 1 324 279 1 357 473
Associated undertakings and non consolidated undertakings 2 262 846 2 360 890
Investment available for sale 1 081 317 1 069 440
Deferred tax asset 36 496 886 37 874 949
Other non current assets 1 440 925 3 606 230
Total non current assets 974 992 677 1 062 884 644
CURRENT ASSETS:
Inventories 135 818 875 137 414 763
Trade debtors 185 944 538 158 400 706
Other current debtors 6 7 400 664 13 132 676
State and other public entities 8 631 095 13 628 325
Other current assets 7, 11 18 658 910 21 664 946
Cash and cash equivalents 8 15 101 651 23 570 163
Total current assets 371 555 733 367 811 580
Non-current assets held for sale 9 19 188 183 911 164
TOTAL ASSETS 1 365 736 593 1 431 607 388
SHAREHOLDERS`FUNDS, NON-CONTROLLING INTERESTS AND LIABILITIES
SHAREHOLDERS`FUNDS:
Share capital 700 000 000 700 000 000
Legal reserve 3 131 757 3 131 757
Other reserves and accumulated earnings - 529 076 350 - 460 542 177
Accumulated other comprehensive income - 3 506 098 - 7 045 530
Total 170 549 309 235 544 050
Non-controlling interests - 453 334 332 511
TOTAL SHAREHOLDERS`FUNDS
TOTAL SHAREHOLDERS FUNDS
170 095 975
170 095
235 876 561
235 876
LIABILITIES:
NON CURRENT LIABILITIES:
Long term bank loans - net of short-term portion 10 95 852 939 155 127 941
Non convertible debentures 10 218 622 198 287 993 050
Long term Finance Lease Creditors - net of short-term portion 10 35 997 351 39 494 029
Other loans 10 83 507 443 98 597 712
Post-retirement liabilities 24 657 721 24 960 203
Other non current liabilities 69 344 459 77 332 116
Deferred tax liabilities 64 505 576 64 258 210
Provisions 13 12 435 705 14 327 908
Total non current liabilities 604 923 392 762 091 169
CURRENT LIABILITIES:
Short term portion of long term bank loans 10 160 986 876 111 796 391
Short term bank loans 10 21 956 019 24 554 807
Short term portion of long term non convertible debentures 10 85 000 000 15 000 000
Short term portion of Finance Lease Creditors 10 4 544 903 4 593 444
Other loans 10 4 195 003 1 477 788
Trade creditors 183 246 826 161 475 903
Taxes and Other Contributions Payable 19 239 255 13 211 850
Other current liabilities 11, 12 104 666 039 101 325 866
Provisions 13 6 882 305 203 609
Total current liabilities 590 717 226 433 639 658
TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 1 365 736 593 1 431 607 388

The notes are an integral part of the consolidated financial statements

The Board of Directors

CONSOLIDATED INCOME STATEMENTS

FOR THE PERIODS ENDED AT 30 SEPTEMBER 2012 AND 2011

(Amounts expressed in Euros)

Notes 30.09.2012
Unaudited
3rd. Quarter 2012
Unaudited
30.09.2011
Unaudited
3rd. Quarter 2011
Unaudited
Sales 19 1 001 928 157 311 066 976 1 020 141 947 329 978 712
Services rendered 3 431 838 1 081 617 4 052 548 1 880 908
Other income and gains 14 21 385 200 6 666 635 25 826 548 5 679 421
Cost of sales 518 971 327 157 806 388 527 718 550 161 960 997
(Increase) / decrease in production - 5 542 420 - 744 867 - 4 642 446 7 605 035
External supplies and services 270 101 195 87 121 567 267 372 542 85 762 590
Staff expenses 159 123 856 51 593 631 160 994 425 51 685 214
Depreciation and amortisation 57 684 586 18 940 874 61 647 022 20 429 946
Provisions and impairment losses (increase / reduction) 13 1 063 364 - 62 900 36 029 565 1 414 067
Other expenses and losses 15 10 494 409 3 853 494 9 234 795 2 953 523
Operating profit / (loss) 19 14 848 878 307 041 - 8 333 410 5 727 669
Financial expenses 16 53 701 998 17 446 420 62 862 257 22 282 282
Financial income 16 15 780 085 5 047 770 27 361 578 10 423 249
Gains and losses in associated companies - 212 982 - 20 728
Gains and losses in investments
Net profit/(loss) before tax from continuing operations
79 861
- 23 206 156
79 861
- 12 011 748
5 271
- 43 849 546
5 271
- 6 126 093
Taxation 17 4 663 850 1 930 268 5 130 280 1 355 512
Consolidated net profit / (loss) afer taxation from continuing operations - 27 870 006 - 13 942 016 - 48 979 826 - 7 481 605
Profit / (loss) after taxation from descontinued operations 18 - 41 573 000 - 37 591 401 - 5 399 823 - 1 222 987
Consolidated net profit / (loss) for the period - 69 443 006 - 51 533 417 - 54 379 649 - 8 704 592
Attributable to:
Equity Holders of Sonae Industria
Continuing operations - 27 550 995 - 13 795 216 - 48 375 491 - 7 389 986
Discontinuing operations - 41 067 348 - 37 134 177 - 5 334 145 - 1 208 112
Equity Holders of Sonae Industria - 68 618 343 - 50 929 393 - 53 709 636 - 8 598 098
Non-controlling interests
Continuing operations - 319 011 - 146 800 - 604 335 - 91 619
Discontinuing operations - 505 652 - 457 224 - 65 678 - 14 875
Non-controlling interests - 824 663 - 604 024 - 670 013 - 106 494
Profit/(Loss) per share
Fom continuing operations:
Basic
Diluted
- 0.1968
- 0.1968
- 0.0985
- 0.0985
- 0.3455
- 0.3455
- 0.0528
- 0.0528
From discontinued operations:
Basic - 0.2933 - 0.2652 - 0.0381 - 0.0086
Diluted - 0.2933 - 0.2652 - 0.0381 - 0.0086

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE PERIODS ENDED 30 SEPTEMBER 2012 AND 2011

(Amounts expressed in Euros)

30.09.2012
Unaudited
3rd. quarter 2012
Unaudited
30.09.2011
Unaudited
3rd. Quarter 2011
Unaudited
Net consolidated profit / (loss) for the period (a) - 69 443 006 - 51 533 417 - 54 379 649 - 8 704 592
Other consolidated comprehensive income
Change in currency translation reserve 3 601 458 - 189 795 - 12 788 097 - 3 578 738
Change in fair value of available-for-sale financial assets - 23 037 - 17 168 3 605
Change in fair value of cash flow hedge derivatives
Gains on property revaluation
Actuarial gains / (losses) on defined benefit plans
Share of other comprehensive income of associates
Income tax related to components of other comprehensive income
Other consolidated comprehensive income for the period, net of tax (b) 3 578 421 - 189 795 - 12 805 265 - 3 575 133
Total consolidated comprehensive income for the period (a) + (b) - 65 864 585 - 51 723 212 - 67 184 914 - 12 279 725
Total consolidated comprehensive income attributable to:
Equity holders of Sonae Industria - 65 078 911 - 51 115 187 - 66 352 192 - 12 123 317
Non-controlling interests - 785 674 - 608 025 - 832 722 - 156 408
- 65 864 585 - 51 723 212 - 67 184 914 - 12 279 725

The notes are an integral part of the consolidated financial statements

The board of directors

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

(Amounts expressed in Euros)

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8 3
43
3 5
39
432
- 65
07
8 9
11
- 82
4 6
63
38
98
9
- 7
85
674
- 69
44
3 0
06
3 5
78
421
- 65
86
4 5
85
Oth
ers
84
170
84
170
- 1
71
83
99
9
Bal
Se
mb
s at
30
pte
er 2
012
anc
e a
700
00
0 0
00
3 1
31
757
-52
9 0
76
350
-3 5
89
816
83
71
8
-3 5
06
098
170
54
9 3
09
- 45
3 3
34
17
0 0
95
975

The notes are an integral part of the consolidated financial statements

The board of directors

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED AT 30 SEPTEMBER 2012 AND 2011 2011

(Amounts expressed in Euros)

OPERATING ACTIVITIES Notes 30 09 2012 30.09.2012 30 09 2011 30.09.2011
U
dit d Unaudited
U
dit d Unaudited
Net cash flow from operating activities (1) 18 63 010 868 868 25 882 450
INVESTMENT ACTIVITIES
Cash receipts arising from:
p
g
Investments 153 340 217 568
Tangible and intangible assets assets 17 948 017 017 2 120 311
Investment subventions
Investment subventions
183 694 694 193 930
Dividends 79 861 80 370
18 364 912 912 2 612 179
C
Cash Payments arising from:
hP
t
i i
f
Investments 192 500 18 460
Tangible and intangible assets 31 192 309 18 615 775
Others 2 510 460
31 387 319 18 634 695
Net cash used in investment activities (2) 18 - 13 022 407 - 16 022 516
FINANCING ACTIVITIES
Cash receipts arising from:
p
g
Interest and similar income income 1 173 441 441 583 680
Loans obtained
Loans obtained
2 485 140 209
2 485 140 209
3 356 279 615
3 356 279 615
Others 3 220 892 3 220 892
2 486 313 650 3 360 084 187
Cash Payments arising from:
Interest and similar charges 26 943 158 26 405 302
Loans obtained 2 506 683 580 3 346 345 186
Dividends 4 518 20 048
Finance leases - repayment of principal
Finance leases
repayment of principal
3 596 201 3 596 201 3 177 974 3 177 974
Others 5 568 793 793 952 765
2 542 796 250 3 376 901 275
Net cash used in financing activities (3) 18 - 56 482 600 - 16 817 088
Net increase in cash and cash eq i alents (4)
equivalents (4) =
(1) + (2) + (3)
- 6 494 139 - 6 957 154
Eff
t
f f
i
h
t
Effect of foreign exchange rate
- 201 195 19 221 826
Cash and cash equivalents at the beginning of the period 1 015 356 3 334 720
Cash and cash equivalents at the end of the period
q
p
8 - 5 277 588 - 3 844 260

The notes are an integral part of the consolidated financial statements

The board of directors

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2012 (Amounts expressed in euros)

1. INTRODUCTION

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

The shares of the company are listed on Euronext Lisbon.

The consolidated financial statements for the periods ended 30 September 2012 and 2011 were not subject to a limited revision carried out by the company's statutory external auditor.

2. ACCOUNTING POLICIES

This set of consolidated financial statement has been prepared on the basis of the accounting policies that were disclosed in the notes to the consolidated financial statements for fiscal year 2011.

2.1. Basis of Preparation

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

financial statements and therefore should be read in connection with the financial statements for fiscal year 2011.

2.2. Changes to accounting standards

These consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) and the International Accounting Standards (IAS) issued by the International Accounting Standards Board (IASB) and with Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or by the former Standing Interpretations Committee (SIC), applicable to the period beginning 1 January 2012 and endorsed by the European Union.

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

2.3. Translation of financial statements of foreign companies

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

30.09.2012 31.12.2011 30.09.2011
Closing
rate
Average
rate
Closing
rate
Average
rate
Closing
rate
Average
rate
Great Britain Pound 0.7981 0.8116 0.8353 0.8676 0.8666 0.8712
South African Rand 10.7124 10.3040 10.4833 10.0523 10.9087 9.7934
Canadian Dollar 1.2684 1.2833 1.3215 1.3753 1.4105 1.3744
American Dollar 1.2930 1.2801 1.2939 1.3910 1.3503 1.4062
Swiss Franc 1.2099 1.2043 1.2156 1.2306 1.2170 1.2311
Polish Zloty 4.1037 4.2061 4.4579 4.1056 4.4051 4.0107

Source: Bloomberg

3. RELEVANT EVENTS

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

Damage caused by the fire, including disabled assets and operating constraints, are covered by an insurance policy for property damage and business interruption, according to which

the company will receive compensation for the amounts paid for the acquisition or repair of assets that prove necessary for regaining its operational capacity and for the operating losses incurred as a consequence of existing operating restraints until the moment they are fixed, deducted from an overall amount of EUR 1 000 000.

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

The subsidiary Sonae Industria (UK), Ltd has discontinued industrial production at its Knowsley plant, England, in September 2012. This decision is the result of the difficulties experienced in obtaining the necessary licence for the complete reconstruction of facilities destroyed by the fire occurred in June 2011 and the reduced and unsustainable capacity levels that have ensued.

As a consequence, tangible fixed assets expected to be sold within a one-year period were classified as Non-current Assets Held for Sale (note 9) and the results of the subsidiary Sonae Industria (UK), Ltd are now recognized as results from discontinued operations (note 18), which are stated as Profit/loss after Taxation from Discontinued Operations on the Consolidated Income Statement. Results for the comparative period, ended 30 September 2011, along with the results of third quarters 2011 and 2012 were consistently re-presented.

These consolidated financial statements include an insurance compensation for the assets destroyed at the Knowsley plant in the accident occurred in June 2011 and for the operating losses incurred in the period ended 30 September 2012, stated under Profit/loss after Taxation of Discontinued Operations, on the Consolidated Income Statement, for EUR 21.8 million (GBP 17.7 million).

4. COMPANIES INCLUDED IN CONSOLIDATION PERIMETER

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

5. TANGIBLE AND INTANGIBLE FIXED ASSETS

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

5.1. Tangible fixed assets

30.09.2012 31.12.2011
Gross cost:
Opening balance 2 348 509 630 2 413 275 438
Capital expenditure 28 473 417 38 032 207
Disposals 51 455 785 87 435 215
Transfers and reclassifications - 107 531 611 - 585 825
Exchange rate effect 14 571 123 - 14 776 975
Closing balance 2 232 566 774 2 348 509 630
Accumulated depreciation and impairment losses
Opening balance 1 433 090 930 1 429 744 332
Depreciations for the period 58 193 415 80 671 570
Impairment losses for the period 41 313 270 12 880 589
Disposals 50 182 743 85 294 169
Reversion of impairment losses for the period 181 464
Transfers and reclassifications - 89 022 404 9 551
Exchange rate effect 6 750 055 - 4 739 479
Closing balance 1 400 142 523 1 433 090 930
Carrying amount 832 424 251 915 418 700

As a consequence of discontinuing industrial activity at Knowsley (note 3), Impairment losses for the period include GBP 33 531 866 ( EUR 41 313 270) related to the assets reclassified as Non-current Assets Held for Sale (note 9). This loss is stated under Profit/loss after Taxation of Discontinued Operations in the Consolidated Income Statement.

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

Charges to impairment losses are detailed in note 13.

5.2. Intangible fixed assets

30.09.2012 31.12.2011
Gross cost:
Opening balance 25 207 144 23 733 199
Changes in consolidation perimeter
Capital expenditure 1 827 265 3 336 917
Disposals 2 081 921 1 432 378
Revaluation
Transfers and reclassifications 1 112 243 - 164 892
Exchange rate effect 45 496 - 265 702
Closing balance 26 110 227 25 207 144
Accumulated depreciation and impairment losses
Opening balance 16 630 370 13 613 777
Changes in consolidation perimeter
Amortization for the period 2 340 177 3 215 372
Impairment losses for the period
Disposals 20 795
Reversion of impairment losses for the period
Transfers and reclassifications - 431 - 141
Exchange rate effect - 2 586 - 198 643
Closing balance 18 946 735 16 630 365
Carrying amount 7 163 492 8 576 779

Charges to impairment losses are detailed in note 13.

6. OTHER CURRENT DEBTORS

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

30.09.2012 31.12.2011
Gross Value Impairment Net Value Gross Value Impairment Net Value
Other debtors 3 734 587 19 628 3 714 959 10 964 392 19 628 10 944 764
Financial Instruments 3 734 587 19 628 3 714 959 10 964 392 19 628 10 944 764
Other debtors 3 685 705 3 685 705 2 187 912 2 187 912
Assets out of scope of IFRS 7 3 685 705 3 685 705 2 187 912 2 187 912
Total 7 420 292 19 628 7 400 664 13 152 304 19 628 13 132 676

7. OTHER CURRENT ASSETS

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

30.09.2012 31.12.2011
Gross Value Impairment Net Value Gross Value Impairment Net Value
Derivatives instruments 1 560 404 1 560 404 2 050 956 2 050 956
Financial Instruments 1 560 404 1 560 404 2 050 956 2 050 956
Accrued income 5 284 778 5 284 778 14 587 610 14 587 610
Deferred expenses 11 813 728 11 813 728 5 026 380 5 026 380
Others 136 136
Assets out of scope of IFRS 7 17 098 506 17 098 506 19 613 990 19 613 990
Total 18 658 910 18 658 910 21 664 946 21 664 946

8. CASH AND CASH EQUIVALENTS

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

30.09.2012 31.12.2011
Cash at Hand
Bank Deposits and Other Treasury Applications
Impairment in Treasury Applications
63 212
15 038 439
67 342
23 502 821
Cash and Cash Equivalents on the Balance Sheet 15 101 651 23 570 163
Bank Overdrafts 20 379 239 22 554 807
Cash and Cash Equivalents on the Statement of Cash Flows - 5 277 588 1 015 356

9. NON-CURRENT ASSETS HELD FOR SALE

During the period ended 30 September 2012 several assets from Knowsley plant, England, were classified as Non-current Assets Held for Sale as they became available for sale after industrial activity was discontinued at this plant, as referred to in note 3, and as a sale transaction is expected to take place within a one-year period.

These assets were recognized for their fair value less estimated sale costs, which was estimated to amount to GBP14 601 576 (EUR 18 296 505), net of an impairment loss recognized for GBP 33 531 866 (EUR 41 313 270), which was stated under Profit/loss after Taxation from Discontinued Operations on the Consolidated Income Statement.

10. LOANS

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

30.09.2012 31.12.2011
Amortised cost Nominal value
a
Amortised cost Nominal value
Current Non current Current Non current Current Non current Current Non current
Bank loans
Debentures
182 942 895
85 000 000
95 852 939
218 622 198
183 728 071
85 000 000
v
96 291 681
220 000 000
136 351 198
15 000 000
155 127 941
287 993 050
136 465 283
15 000 000
156 731 858
290 000 000
Obligations under finance leases
Other loans
4 544 903
4 195 003
35 997 351
83 507 443
4 544 903
4 195 003
35 997 351
83 507 443
4 593 444
1 477 788
39 494 029
98 597 712
4 593 444
1 477 788
39 494 029
98 597 712
Gross debt 276 682 801 433 979 931 277 467 977 435 796 475 157 422 430 581 212 732 157 536 515 584 823 599
Cash and cash equivalent in balance 15 101 651 15 101 651 23 570 163 23 570 163
Net debt 261 581 150 433 979 931 262 366 326 435 796 475 133 852 267 581 212 732 133 966 352 584 823 599
Total net debt 695 561 081 698 162 801 715 064 999 718 789 951

In 2004 Sonae Indústria, S. G. P. S., S. A. together with its subsidiaries Sonae Indústria – Produção e Comercialização de Derivados de Madeira, S. A. (then Sonae Tafibra – Gestão Comercial, S.A.), Tableros Tradema, S.L. (then Tafibra, Tableros Aglomerados y de Fibras, A.I.E.), Isoroy S.A.S. (then Isoroy Diffusion S.N.C.), Glunz AG, Sonae Tafibra International, B.V. (then Sonae Tafibra Benelux, B. V.), Sonae Industria (UK) Limited (then Sonae (UK),Limited) e Spanboard Products Limited signed with ABN Amro Bank, NV and TAPCO – Tulip Asset Purchase Company, BV a securitization facility of trade debtors which came to an end September 2012.

In September 2012, Sonae Indústria, S. G. P. S., S. A. together with its subsidiaries Sonae Indústria – Produção e Comercialização de Derivados de Madeira, S. A., Tableros Tradema, S.L, Isoroy S.A.S., Glunz AG, Sonae Tafibra International, B.V. and Sonae Industria (UK) Limited contracted with ING Bank Belgium SA/NV and with Finacity Corporation a securitization facility of trade debtors of up to EUR 100 000 000, with maturity March 2014. At 30 September 2012 principal outstanding amounted to EUR 77 783 432.

Trade debtors for the amount of EUR 108 427 558 were kept on the consolidated balance sheet as the criteria set out in IAS 39 for their derecognition were not fully met, namely because the whole risks related to the securitized assets were not completely transferred.

In September 2012 Sonae Indústria – Produção e Comercialização de Madeira, S. A. contracted a factoring facility of trade debtors of up to EUR 5 000 000, for one year, renewable. On 30 September 2012 principal outstanding amounted to EUR 2 171 296.

Trade debtors for the amount of EUR 2 595 263 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.

11. FINANCIAL DERIVATIVES

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

Other current assets Other current liabilities
30.09.2012 31.12.2011 30.09.2012 31.12.2011
Derivatives at fair value through profit or loss:
Exchange rate forwards
1 560 404 2 050 956 223 763 2 843 821
1 560 404 2 050 956 223 763 2 843 821

12. OTHER CURRENT LIABILITIES

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

30.09.2012 31.12.2011
Group companies 20 334 20 352
Derivatives 223 763 2 843 821
Fixed assets suppliers 4 974 806 7 097 091
Other creditors 4 669 416 6 141 391
Financial instruments 9 888 319 16 102 655
Other creditors 1 237 250 3 973 352
Accrued expenses:
Insurances 1 757 478 211 824
Personnel costs 31 788 441 28 143 748
Accrued financial expenses 4 973 066 4 179 444
Rebates 20 634 906 19 130 755
External supplies and services 15 771 196 14 178 438
Other accrued expenses 11 242 852 8 331 530
Deferred income:
Investment subventions 6 907 659 6 925 188
Other deferred income 464 872 148 932
Liabilities out of scope of IFRS 7 94 777 720 85 223 211
Total 104 666 039 101 325 866

13. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

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

30.09.2012
Opening Exchange Changes to Other Closing
Description balance rate effect perimeter Increase Utilizations changes balance
Accumulated impairment losses on tangible assets 33 529 610 8 546 41 313 270 - 41 874 756 32 976 670
Accumulated impairment losses on intangible assets 19 242 19 242
Accumulated impairment losses on other non-current assets 10 931 182 10 931 182
Accumulated impairment losses on trade debtors 23 911 465 - 30 803 3 975 531 1 183 435 - 3 113 625 23 559 133
Accumulated impairment losses on other debtors 19 628 19 628
Subtotal impairment losses 68 411 127 - 22 257 45 288 801 1 183 435 - 44 988 381 67 505 855
Provisions for litigations in course 8 445 337 - 13 795 125 103 2 119 969 6 436 676
Provisions for guaranties to customers 858 616 102 18 913 877 631
Provisions for restructuring 745 571 109 698 6 438 968 392 746 6 901 491
Other provisions 4 481 993 11 620 793 110 184 511 5 102 212
Subtotal provisions 14 531 517 107 625 7 376 094 2 697 226 19 318 010
Subtotal impairment losses and provisions 82 942 644 85 368 52 664 895 3 880 661 - 44 988 381 86 823 865
Accumulated impairment losses on investments 37 005 998 - 20 124 36 985 874
Accumulated impairment losses on inventories 7 836 654 - 8 877 3 935 465 3 360 416 - 33 248 8 369 578
Total 127 785 296 76 491 56 600 360 7 241 077 - 45 041 753 132 179 317

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

30.09.2012
Losses Gains Total
Cost of sales 1 379 670 899 825 479 845
(Increase) / decrease in production 2 411 149 2 307 543 103 606
Provisions and impairment losses 4 909 516 3 846 152 1 063 364
Profit/(loss) after taxation from discontinued operations 47 900 025 187 557 47 712 468
Total (Consolidated Income Statement) 56 600 360 7 241 077 49 359 283

Profit/loss after Taxation from Discontinued Operations (notes 3 and 18), on the Consolidated Income Statement, include an impairment loss related to the assets recognized as Non-current Assets Held for Sale (note 9), on the Consolidated Statement of Financial Position, for EUR 41 313 271, and a restructuring provision amounting to EUR 6 438 969.

During the period ended 30 September 2012 the Group began disclosing reversion of impairment losses on assets (except inventories) and utilization of provisions under

Provisions and Impairment Losses, on the Consolidated Income Statement. These accounting movements were previously disclosed under Other Income and Gains, on the Consolidated Income Statement (note 14).

14. OTHER INCOME AND GAINS

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

30.09.2012 30.09.2011
Gains on disposals of non current investments 153 339
Gains on disp. and write off of invest. prop., tang. and intang. assets 252 470 558 518
Supplementary revenue 7 645 713 4 970 073
Investment subventions 4 618 765 4 681 373
Tax received 3 302 948 3 644 718
Positive exchange gains 1 336 816 632 316
Reversion of impairment losses 2 949 673
Gains on provisions 4 470 704
Others 4 075 149 3 919 173
21 385 200 25 826 548

15. OTHER EXPENSES AND LOSSES

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

30.09.2012 30.09.2011
Taxes 4 970 928 5 028 947
Losses on disposals of non current investments 72 585
Losses on disp. and write off of invest. prop., tang. and intang. assets 1 982 649 166 176
Negative exchange gains 1 793 750 1 477 135
Others 1 674 497 2 562 537
10 494 409 9 234 795

16. FINANCIAL RESULTS

30.09.2012 30.09.2011
Financial expenses:
Interest expenses
related to bank loans and overdrafts 11 635 177 8 615 267
related to non convertible debentures 7 842 996 9 385 483
related to finance leases 3 015 771 3 758 203
related to hedged loans (hedge derivatives)
others 1 204 822 191 501
23 698 766 21 950 454
Losses in currency translation
related to loans 4 419 509 13 236 829
others
4 419 509 13 236 829
Cash discounts granted 11 612 119 11 047 993
Adjustment to fair value of financial instruments at fair value through profit or loss 8 964 055 11 134 154
Losses on valuation of hedging derivative instruments
Fair value of inefficient component of hedge derivatives
Other finance losses 5 007 549 5 492 827
53 701 998 62 862 257
30.09.2012 30.09.2011
Financial income:
Interest income
related to bank loans 537 802 228 043
related to loans to related parties 128 793 5 280
Related to loans discontinued operations 1 889 960 1 174 427
Others 320 789 2 318
2 877 344 1 410 068
Gains in currency translation
related to loans 6 744 077 8 021 659
others
6 744 077 8 021 659
Cash discounts obtained 687 916 1 724 347
Adjustment to fair value of financial instruments at fair value through profit or loss 5 388 264 16 036 790
Gains in valuation of hedging derivative instruments
Fair value of inefficient component of hedge derivatives
Other finance gains 82 484 168 714
15 780 085 27 361 578
Finance profit / (loss) - 37 921 913 - 35 500 679

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

17. TAXES

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

30.09.2012 30.09.2011
Current tax 4 077 989 1 392 264
Deferred tax 585 861 3 738 016
4 663 850 5 130 280

18. PROFIT/LOSS FROM DISCONTINUED OPERATIONS

As a consequence of discontinuing production at Knowsley plant, England, referred to in note 3, profit or loss of the subsidiary Sonae Industria (UK), Ldt is stated as Profit/loss after Taxation from Discontinued Operations, on the Consolidated Income Statement, and is detailed as follows:

30.09.2012 30.09.2011
Sales 24 432 979 10 087 258
Services rendered 687 653
Other income and gains 25 131 504 11 497 257
Cost of sales 12 796 435 4 323 357
(Increase) / decrease in production 1 291 895 - 1 143 142
External supplies and services 11 140 274 9 502 101
Staff expenses 10 785 714 6 257 685
Depreciation and amortisation 2 882 199 3 416 794
Provisions and impairment losses (increase / reduction) 47 720 870 227 343
Other expenses and losses 2 923 583 2 820 698
Operating profit / (loss) - 39 288 834 - 3 820 321
Financial expenses 2 567 797 1 652 025
Financial income 283 631 72 524
Gains and losses in associated companies
Gains and losses in investments
Net profit/(loss) before tax from descontinued operations - 41 573 000 - 5 399 822
Taxation
Net profit / (loss) from descontinued operations - 41 573 000 - 5 399 822
Attributable to:
Equity Holders of Sonae Industria - 41 067 348 - 5 334 144
Non-controlling interests - 505 652 - 65 678

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

30.09.2012 30.09.2011
Operating activities 4 434 014 - 11 731 460
Investment activities 2 834 577 - 1 724 235
Financing activities - 4 657 491 13 185 667

19. SEGMENT INFORMATION

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

France, Germany, United Kingdom (discontinued), Switzerland, The Netherlands, Canada and South Africa.

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

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

Following the organizational change occurred since then, identifiable reportable segments are now:

  • Europe;
  • Rest of the world
Turnover
External Intersegment
30.09.2012 30.09.2011 30.09.2012 30.09.2011
Europe 792 824 898 836 660 325 6 972 332 7 237 332
Continuing operations 792 824 898 826 573 067 6 972 332 7 237 332
Rest of the world 212 535 097 187 534 171
Total segments 1005 359 995 1024 194 495 6 972 332 7 237 332
Europe
Discontinued operations
25 120 632 10 087 258

Intersegmental turnover includes transactions between segments Europe and Rest of the World but do not include transactions between continuing operations and discontinued operations within segment Europe.

Operating net profit (loss)
30.09.2012 30.09.2011
Europe 5 837 006 -21 689 950
Continuing operations 5 837 006 -21 689 950
Rest of the world 9 011 872 12 906 262
Total segments 14 848 878 -8 783 688
Companies excluded from consolidation perimeter 1 026 907
Others - 576 629
Total segments after adjustments 14 848 878 -8 333 410
Operating result (Consolidated income statement) 14 848 878 -8 333 410
Europe
Discontinued operations -39 288 834 -3 820 321

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

20. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issuance 15 November 2012.

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