SAG GEST – Soluções Automóvel Globais, SGPS, SA - CMVM

SAG GEST – Soluções Automóvel Globais, SGPS, SA Listed Company Estrada de Alfragide, nº 67, Amadora Registered Share Capital: 169,764,398 euros Regist...
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SAG GEST – Soluções Automóvel Globais, SGPS, SA Listed Company Estrada de Alfragide, nº 67, Amadora Registered Share Capital: 169,764,398 euros Registered at the Amadora Registrar of Companies under the single registration and taxpayer no. 503 219 886

ANNOUNCEMENT Consolidated Results 2015 ● The transactions included in the SAG Gest recapitalization process were completed at the end of 2015, resulting in a reduction of consolidated net debt of approximately Eur 174 million when compared to 31 December 2014, and an increase in Consolidated Equity of approximately Eur 81 million. Consolidated Equity was positive in Eur 22 million. The future sustainability of SAG Gest’s activities was therefore ensured, based on a financial structure that is adequate to the business it conducts ● In 2015, Consolidated Turnover increased nearly 28% when compared with 2014, exceeding Eur 620 million ● In a highly aggressive competitive environment, consolidated EBITDA was approximately Eur 15.1 million, affected by significant non-recurring costs relating to the restructuring process concluded in December as well as with increased in provisions, without which it would have remained at the same level as in the previous year

● Net results of current activities represented a loss of Eur 16.4 million (a loss of Eur 11.1 million in 2014, on comparable bases), with its deterioration corresponding to the above mentioned decrease in EBITDA and to the increase in interest costs, since debt reduction only occurred at the end of 2015 and will only impact the 2016 financial year. ● The sale of SAG Gest's stake in Unidas caused a negative impact of approximately Eur 58.3 million in the consolidated results for the year due to the accounting reclassification of the negative cumulative translation adjustments which had been directly affecting Consolidated Equity

SAG GEST – Soluções Automóvel Globais, SGPS, SA – Sociedade Aberta Head-office: Estrada de Alfragide, nº 67, Amadora Registered Share Capital: Eur 169,764,398.00 Registered at the Amadora Registrar of Companies under the single registration and taxpayer number 503 219 886 Office: Alfrapark – Estrada de Alfragide, nº 67, Edifício SGC – Piso 2 2614-519 Amadora Tel: 21 359 66 64 Fax: 21 359 66 74

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1. OPERATIONAL PERFORMANCE a) Automotive Distribution For the third consecutive year, the recovery initiated in 2012 was confirmed also in 2015, with the Light Vehicle Market reaching a volume of around 209,000 units, which represented an increase of approximately 21% when compared with 2014. The Passenger Car (PC) segment, with a volume of approximately 178,000 units, increased approximately 22%, while the Light Commercial Vehicle market increased 18% against the previous year, with a volume of approximately 31,000 units. In spite of this growth cycle – where the pace of increase along the year successively slowed down each Quarter - Market volume is still 16% below its 2008 level. News published from September 2015 onwards about issues relating to the emissions levels of the Brands sold by SIVA naturally caused demand to slow down somewhat, particularly in October and November 2015. However, activities conducted worldwide by the Manufacturer, which were actively implemented by SIVA in Portugal, made it possible to mitigate the effects of this situation, and volume in the final month of the year was already close to the estimated figures. SIVA generally kept up with market growth, and kept its leadership position among Importers of Passenger Cars operating in Portugal, with an overall share of 15.0% (15.2% in 2014), and a volume of 29,500 units, an increase of 21.6%. ●

The Volkswagen Brand – Passenger Cars, with a volume of 16,900 units (13,873 in 2014) and an increase of 21.8%, achieved a 9.5% market share, representing a decrease of 0.1% against 2014, due to the situation that the Brand faced from September 2015 onwards.



The Audi Brand increased volume by 18.8%, achieving its highest ever volume in Portugal (9,453 units which compare to 7,954 in the previous year), corresponding to a 5.3% market share (5.6% in 2014).



The Škoda Brand volume increased by 29.7% to 3,112 units (2,406 in 2014), corresponding to a 1.7% market share (1.6% in 2014).



Volume for Volkswagen - Commercial Vehicles (1,958 units) was particularly affected by the emissions issue since the "Caddy" model vehicles were not available for sale during the last Quarter of the year. Volume decreased 8.1% when compared with the previous year (2,131 units). However, in the van and pick-up segment, the Brand strengthened its position, with a 16.6% volume increase corresponding to a 7.9% market share (8.7% in the same period in 2014).

b) Automotive Retail During 2015 SAG Gest’s Dealerships (Soauto, Loures Automóveis, Rolporto and Rolvia) sold 4,280 new vehicles of the Volkswagen, Audi, Skoda and Volkswagen – Commercial Vehicles Brands, a 16.3% increase when compared with 3,680 units sold in the previous year. In the Used car business, the Soauto Dealerships sold 1,932 units, an 18.7% increase vs. the 1,627 units sold in 2014.

SAG GEST – Soluções Automóvel Globais, SGPS, SA – Sociedade Aberta Head-office: Estrada de Alfragide, nº 67, Amadora Registered Share Capital: Eur 169,764,398.00 Registered at the Amadora Registrar of Companies under the single registration and taxpayer number 503 219 886 Office: Alfrapark – Estrada de Alfragide, nº 67, Edifício SGC – Piso 2 2614-519 Amadora Tel: 21 359 66 64 Fax: 21 359 66 74

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2. ECONOMIC AND FINANCIAL RESULTS On 22 December 2015, within the scope of SAG Gest’s capitalization and debt reduction process, SAG Gest sold its investment in the Brazilian Entity Unidas to an Entity not included in SAG Gest’s consolidation perimeter. Therefore, the impacts related to Unidas are included in the Consolidated Statement of Profit and Loss as “Net Profit of Discontinued Operations”, in order to ensure the comparability of the financial information. The Consolidated Statement of Profit and Loss for 2014 was therefore also adjusted, and the amount of the Unidas results appropriated by SAG Gest according to the Equity Method, are reported as “Net Profit of Discontinued Operations”. Unidas’ results appropriated by SAG Gest between 1 January and 30 November 2015, as well as all other amounts resulting from the adoption of the applicable accounting principles were reported in the same manner, namely (i) the accounting capital gain realized with the sale and (ii) the reclassification into results for the year, of cumulative translation adjustment that were affecting Consolidated Equity. Consolidated Turnover was Eur 621.2 million in 2015, representing a 27.5% increase over the Eur 487.1 million in the previous financial year. In the 4th Quarter 2015, Consolidated Turnover increased 19.0% (Eur 156.4 million in 2015, Eur 131.5 million in 2014). In a highly competitive environment, with an increased weight of less profitable sales channels, as well as the effect of the need to increase provisions (by approximately Eur 2.8 million against the previous year) in respect of increased used cars volume, progression of the Effective Margin did not keep up with volume growth. In addition, investment in support to sales activity was increased by 19.8% (approx. Eur 1.8 million) and non-recurring costs related to the recapitalization process (approx. Eur 3.0 million) were recognized. Due to the above, Consolidated EBITDA for 2015 was Eur 15.1 million, and Earnings Before Interest and Taxes (EBIT) was Eur 12.6 million. Consolidated Net Result, before Discontinued Operations, represented a Eur 16.4 million loss. The impact of Discontinued Operations included, in 2015: a) The appropriation, between January and November 2015, of the Unidas results attributable to SAG Gest (Eur 3.2 million). In 2014, results appropriated by SAG Gest during the entire year were Eur 4.6 million; b) The book capital gain (Eur 10.1 million) resulting from the sale of SAG Gest’s investment in Unidas to the Principal SA Shareholder;

c) The reclassification to results for the year, of cumulative translation adjustments generated by the devaluation of the exchange rate of the Brazilian Real against the Euro, for a total amount of Eur 71.9 million This amount was already negatively affecting Consolidated Equity, and this accounting reclassification was made in compliance with IFRS. Therefore, Consolidated Net Result attributable to SAG Gest for 2015 was a loss of approximately Eur 74.9 million.

SAG GEST – Soluções Automóvel Globais, SGPS, SA – Sociedade Aberta Head-office: Estrada de Alfragide, nº 67, Amadora Registered Share Capital: Eur 169,764,398.00 Registered at the Amadora Registrar of Companies under the single registration and taxpayer number 503 219 886 Office: Alfrapark – Estrada de Alfragide, nº 67, Edifício SGC – Piso 2 2614-519 Amadora Tel: 21 359 66 64 Fax: 21 359 66 74

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The Principal SA Shareholder performed Supplementary Capital Payments of approximately Eur 81.4 million, and therefore Consolidated Net Equity on 31 December 2015 was Eur 22.1 million positive (it was Eur 32.5 million negative on 31 December 2014). Consolidated Net Debt on 31 December 2015 was Eur 111.1 million, a significant decrease when compared to. Eur 285.5 million at the end of 2014. This reduction (approx. Eur 174.4 million) as well as the extension of debt maturities (which, from 31 December 2015, was recognized as long term) was the result of the implementation, on 22 December 2015, of capitalization measures as described below. 3. CAPITALIZATION SAG Gest and its majority Shareholder formalized, on 22 December 2015, the binding legal documents with its main creditor Banks which enabled implementation of several transactions with the objective of establishing the basis for the sustainability of SAG Gest’s core activities in the Automotive Retail area in Portugal, as well as the reestablishment of the financial balance of its consolidated balance sheet. The main measures that were implemented resulted in the above mentioned decrease in debt with the Banks that signed the Framework Agreement (originally dated 2010), following application of the proceeds resulting from:

i.

Eur 81.4 million increase of SAG Gest’s equity through Supplementary Capital Payments performed by the Principal SA Shareholder. Said Shareholder now holds Supplementary Capital Payments in SAG Gest of Eur 135.2 million on 31 December 2015., SAG Gest’s balance sheet structure is again adequate to support the development of its business.

ii.

Sale to the Principal S.A. Shareholder, for the amount of Eur 100.0 million, of the entire stake held by SAG Gest in Unidas S/A's capital.

Alfragide, 15 April 2016 José Maria Cabral Vozone Investor Relations

SAG GEST – Soluções Automóvel Globais, SGPS, SA – Sociedade Aberta Head-office: Estrada de Alfragide, nº 67, Amadora Registered Share Capital: Eur 169,764,398.00 Registered at the Amadora Registrar of Companies under the single registration and taxpayer number 503 219 886 Office: Alfrapark – Estrada de Alfragide, nº 67, Edifício SGC – Piso 2 2614-519 Amadora Tel: 21 359 66 64 Fax: 21 359 66 74

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CONSOLIDATED INCOME STATEMENT

SAG GEST – Soluções Automóvel Globais, SGPS, SA – Sociedade Aberta Head-office: Estrada de Alfragide, nº 67, Amadora Registered Share Capital: Eur 169,764,398.00 Registered at the Amadora Registrar of Companies under the single registration and taxpayer number 503 219 886 Office: Alfrapark – Estrada de Alfragide, nº 67, Edifício SGC – Piso 2 2614-519 Amadora Tel: 21 359 66 64 Fax: 21 359 66 74

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CONSOLIDATED STATEMENT OF THE FINANCIAL POSITION

SAG GEST – Soluções Automóvel Globais, SGPS, SA – Sociedade Aberta Head-office: Estrada de Alfragide, nº 67, Amadora Registered Share Capital: Eur 169,764,398.00 Registered at the Amadora Registrar of Companies under the single registration and taxpayer number 503 219 886 Office: Alfrapark – Estrada de Alfragide, nº 67, Edifício SGC – Piso 2 2614-519 Amadora Tel: 21 359 66 64 Fax: 21 359 66 74

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