Springs Global Participações S.A.

Transcription

1 (Convenience Translation in English from the Original Previously Issued in Portuguese) Springs Global Participações S.A. Individual and Consolidated Financial Statements and Report on Review of Interim Financial Information Third Quarter Deloitte Touche Tohmatsu Audires Independentes

2 (Convenience Translation in English from the Original Previously Issued in Portuguese) INDEPENDENT AUDITORS REPORT ON THE INTERIM FINANCIAL STATEMENTS

3 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. BALANCE SHEETS AS OF SEPTEMBER 30, 2017 AND DECEMBER 31, 2016 (In thousands of Brazilian Reais) ASSETS Company Consolidated Note CURRENT: Cash and cash equivalents , ,360 Marketable securities ,347 18,208 Accounts receivable , ,208 Invenries , ,235 Advances suppliers ,693 35,630 Recoverable taxes 17.d ,704 35,853 Other receivables 990 1,024 49,605 57, Total current assets 1,198 1,428 1,319,093 1,360, NONCURRENT: Long-term assets: Marketable securities ,917 62,057 Receivable clients ,027 24,288 Receivable sale of property ,719 54,880 Related parties ,282 37,554 Recoverable taxes 17.d ,978 9,271 Deferred income and social contribution taxes 17.c 1,905 1, , ,388 Property, plant and equipment held for sale 10.b ,643 49,235 Escrow deposits 18-4,221 13,892 19,171 Others ,970 34, ,905 6, , ,946 Investments in subsidiaries 9.a 1,055,798 1,053, Property, plant and equipment 10.a , ,266 Intangible assets 11 27,303 27, , , Total noncurrent assets 1,085,006 1,087,005 1,248,409 1,269, Total assets 1,086,204 1,088,433 2,567,502 2,629,673 ======== ======== ======== ======== The accompanying notes are an integral part of these interim financial statements.

4 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. BALANCE SHEETS AS OF SEPTEMBER 30, 2017 AND DECEMBER 31, 2016 (In thousands of Brazilian Reais) LIABILITIES AND EQUITY Company Consolidated Note LIABILITIES CURRENT: Loans and financing 12 21,829 21, , ,588 Debentures ,993 Suppliers , ,040 Taxes ,209 13,935 Payroll and related charges ,640 54,454 Government concessions ,243 17,617 Noneconomic leases ,936 6,304 Other payables ,707 61, Total current liabilities 22,078 22, , , NONCURRENT: Loans and financing , ,693 Debentures ,990 - Noneconomic leases ,197 15,463 Related parties 21 46,950 36, Government concessions ,026 48,744 Miscellaneous accruals 18-4,317 16,327 21,836 Employee benefit plans , ,010 Other obligations 2,056 2,056 13,807 12, Total noncurrent liabilities 49,006 43, , , EQUITY: 20 Capital 1,860,265 1,860,265 1,860,265 1,860,265 Capital reserves 79,381 79,381 79,381 79,381 Assets and liabilities valuation adjustment (36,713) (36,664) (36,713) (36,664) Cumulative translation adjustment (277,353) (271,090) (277,353) (271,090) Earnings reserves 25,170 25,170 25,170 25,170 Accumulated deficit (635,630) (633,926) (635,630) (633,926) Total equity attributable the owners of the Company 1,015,120 1,023,136 1,015,120 1,023,136 NON-CONTROLLING INTERESTS - - 1,220 4, Total equity 1,015,120 1,023,136 1,016,340 1,027, Total liabilities and equity 1,086,204 1,088,433 2,567,502 2,629,673 ======== ======== ======== ======== The accompanying notes are an integral part of these interim financial statements.

5 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. STATEMENTS OF OPERATIONS FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016 (In thousands of Brazilian Reais) Company Note OPERATING INCOME (EXPENSES): General and administrative expenses (807) (2,504) (722) (2,354) Management fees (340) (658) (86) (297) Equity in subsidiaries 9.a 18,860 16,504 1,772 (23,424) INCOME (LOSS) FROM OPERATIONS 17,713 13, (26,075) Financial expenses interests (2,061) (6,440) (2,288) (6,205) Financial expenses bank charges and others (227) (751) (159) (624) Financial income INCOME (LOSS) FROM OPERATIONS BEFORE TAXES 15,429 6,267 (1,476) (32,874) Income and social contribution taxes: Current 17.b Deferred 17.b NET INCOME (LOSS) FOR THE PERIOD 15,429 6,267 (1,476) (32,874) ======= ======= ======= ======= BASIC AND DILUTED EARNINGS (LOSS) PER SHARE R$ (0.0295) (0.6575) ======= ======= ======= ======= The accompanying notes are an integral part of these interim financial statements.

6 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. STATEMENTS OF OPERATIONS FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016 (In thousands of Brazilian Reais) Consolidated Note NET REVENUES ,821 1,625, ,638 1,737,457 COST OF GOODS SOLD 24 (414,493) (1,199,330) (454,384) (1,272,100) GROSS PROFIT 154, , , ,357 OPERATING INCOME (EXPENSES): Selling expenses 24 (72,614) (207,482) (72,553) (212,603) General and administrative expenses 24 (30,689) (94,694) (30,789) (97,538) Management fees 24 (2,810) (7,032) (3,376) (7,106) Others, net 3,409 12,689 1,454 (5,755) INCOME FROM OPERATIONS 51, ,576 56, ,355 Financial expenses interests (34,496) (110,778) (44,858) (128,851) Financial expenses bank charges and others (14,389) (45,209) (14,877) (46,198) Financial income 6,663 20,528 5,482 19,418 Exchange rate variations, net 4,420 (1,647) (2,834) (22,058) INCOME (LOSS) FROM OPERATIONS BEFORE TAXES 13,822 (7,530) (97) (35,334) Income and social contribution taxes: Current 17.b (421) (627) (943) 3,363 Deferred 17.b 2,170 14, NET INCOME (LOSS) FOR THE PERIOD 15,571 6,731 (1,040) (31,971) ======= ======= ======= ======= ATTRIBUTED TO: Owners of the Company 15,429 6,267 (1,476) (32,874) Non-controlling interests ,571 6,731 (1,040) (31,971) ====== ====== ====== ====== The accompanying notes are an integral part of these interim financial statements.

7 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016 (In thousands of Brazilian Reais) Company NET INCOME (LOSS) FOR THE PERIOD 15,429 6,267 (1,476) (32,874) Other comprehensive income (loss): - Items that will impact the statements of operations: Exchange rate variations on foreign investments (7,531) (6,263) 1,100 (19,076) - Items that will not impact the statements of operations: Actuarial gain (loss) on pension plans 5 (49) 175 (123) COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD 7,903 (45) (201) (52,073) ======= ======= ======= ======= Consolidated NET INCOME (LOSS) FOR THE PERIOD 15,571 6,731 (1,040) (31,971) Other comprehensive income (loss): - Items that will impact the statements of operations: Exchange rate variations on foreign investments (7,619) (6,326) 2,541 (20,277) - Items that will not impact the statements of operations: Actuarial gain (loss) on pension plans 5 (49) 175 (123) COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD 7, ,676 (52,371) ======= ======= ======= ======= ATTRIBUTABLE TO: Owners of the Company 7,903 (45) (201) (52,073) Non-controlling interests ,877 (298) , ,676 (52,371) ======= ======= ======= ======= The accompanying notes are an integral part of these interim financial statements.

8 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. STATEMENTS OF CHANGES IN EQUITY FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2016 (In thousands of Brazilian Reais) Note Capital Capital reserve Assets and liabilities valuation adjustment Cumulative translation adjustment Earnings reserves Retained Legal earnings Accumulated deficit Total equity attributable the owners of the Company Noncontrolling interests Total equity BALANCES AS OF DECEMBER 31, ,860,265 79,381 (33,480) (248,116) 1,842 23,328 (614,720) 1,068,500 10,468 1,078,968 Comprehensive income (loss): Net loss for the period (32,874) (32,874) 903 (31,971) Exchange rate variations on foreign investments 2.1.b , ,264 (1,201) 10,063 Actuarial loss on pension plans - - (123) (123) - (123) Impact of subsidiaries- Exchange rate variations on foreign investments 2.1.b (30,340) (30,340) - (30,340) Total comprehensive loss - - (123) (19,076) - - (32,874) (52,073) (298) (52,371) Transactions with shares of indirect subsidiary 9.5.b (9,048) (9,048) (4,368) (13,416) BALANCES AS OF SEPTEMBER 30, ,860,265 79,381 (33,603) (267,192) 1,842 23,328 (656,642) 1,007,379 5,802 1,013,181 ======== ====== ====== ======== ====== ====== ======= ======== ======= ======== The accompanying notes are an integral part of these interim financial statements.

9 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. STATEMENTS OF CHANGES IN EQUITY FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2017 (In thousands of Brazilian Reais) Note Capital Capital reserve Assets and liabilities valuation adjustment Cumulative translation adjustment Earnings reserves Retained Legal earnings Accumulated deficit Total equity attributable the owners of the Company Non-controlling interests Total equity BALANCES AS OF DECEMBER 31, ,860,265 79,381 (36,664) (271,090) 1,842 23,328 (633,926) 1,023,136 4,668 1,027,804 Comprehensive income (loss): Net income for the period ,267 6, ,731 Exchange rate variations on foreign investments 2.1.b (63) 812 Actuarial loss on pension plans - - (49) (49) - (49) Impact of subsidiaries- Exchange rate variations on foreign investments 2.1.b (7,138) (7,138) - (7,138) Total comprehensive income (loss) - - (49) (6,263) - - 6,267 (45) Transactions with shares of indirect subsidiary 9.b (7,971) (7,971) (3,849) (11,820) BALANCES AS OF SEPTEMBER 30, ,860,265 79,381 (36,713) (277,353) 1,842 23,328 (635, 630) 1,015,120 1,220 1,016,340 ======== ====== ====== ======== ======= ======= ======= ======== ======= ======== The accompanying notes are an integral part of these interim financial statements.

10 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016 (In thousands of Brazilian Reais) Company Consolidated Cash flows from operating activities Net income (loss) for the period 6,267 (32,874) 6,731 (31,971) Adjustments reconcile net income (loss) net cash provided by (used in) operating activities: Depreciation and amortization ,263 58,378 Equity in subsidiaries (16,504) 23, Income and social contribution taxes - - (14,261) (3,363) (Gain) loss on disposal of property, plant and equipment and intangibles - - (7,486) 1,648 Monetary variations - - 1,160 - Exchange rate variations - - 1,647 6,348 Bank charges and interests 7,085 3, ,465 98, (3,152) (5,748) 165, ,748 Changes in assets and liabilities Marketable securities - - (5,421) (92,110) Accounts receivable - - (34,232) (81,154) Invenries - - 4,644 26,187 Advances suppliers - - (4,128) 3,393 Suppliers (65) (12) (12,040) 38,672 Others 108 1,058 6,511 17, Net cash provided by (used in) operating activities (3,109) (4,702) 120,853 42,283 Interest paid (2,264) - (100,275) (102,494) Income and social contribution taxes paid - - (5,223) (1,197) Net cash provided by (used in) operating activities after interest and income taxes (5,373) (4,702) 15,355 (61,408) Cash flows from investing activities Investments - - (11,820) (13,416) Property, plant and equipment - - (35,140) (50,648) Intangibles - - (3) (1,925) Proceeds from disposal of property, plant and equipment ,762 2,254 Loans between related parties 6,028 (17,281) 4,100 (13,754) Net cash provided by (used in) investing activities 6,028 (17,281) (32,101) (77,489) The accompanying notes are an integral part of these interim financial statements.

11 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016 (In thousands of Brazilian Reais) Company Consolidated Cash flows from financing activities Proceeds from new loans 17,000 21, , ,255 Repayment of loans (17,861) - (707,371) (635,835) Net cash provided by (used in) financing activities (861) 21,973 (18,096) 147, Effect of exchange rate variations on cash and cash equivalents in foreign currency - - (5,416) (12,354) Decrease in cash and cash equivalents (206) (10) (40,258) (3,831) Cash and cash equivalents: At the beginning of the period , ,925 At the end of the period , , Decrease in cash and cash equivalents (206) (10) (40,258) (3,831) ======= ======= ======= ======= The accompanying notes are an integral part of these interim financial statements.

12 (Convenience Translation in English from the Original Previously Issued in Portuguese) SPRINGS GLOBAL PARTICIPAÇÕES S.A. STATEMENTS OF VALUE ADDED FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016 (In thousands of Brazilian Reais) Company Consolidated REVENUES Sales of products, goods and services - - 1,846,522 1,960,721 Gain (loss) on disposal of property, plant and equipment and intangibles - - 7,486 (1,648) ,854,008 1,959,073 MATERIALS ACQUIRED FROM THIRD PARTIES Cost of goods and services sold - - (846,705) (904,465) Materials, energy, third party services, and others (3,101) (2,567) (283,099) (282,302) (3,101) (2,567) (1,129,804) (1,186,767) GROSS VALUE ADDED (3,101) (2,567) 724, ,306 RETENTIONS Depreciation and amortization - - (55,263) (58,378) NET VALUE ADDED PRODUCED BY THE COMPANY (3,101) (2,567) 668, ,928 VALUE ADDED RECEIVED BY TRANSFER Equity in subsidiaries 16,504 (23,424) - - Financial income ,528 19,418 Exchange rate variation (4,639) Royalties ,837 10, ,620 (23,394) 33,026 25, TOTAL VALUE ADDED FOR DISTRIBUTION (TO RETAIN) 13,519 (25,961) 701, ,612 ======= ======= ======= ======= DISTRIBUTION OF VALUE ADDED Salary, wages and compensation , ,206 Taxes, duties and contributions , ,153 Payments third parties 6,440 6, , ,224 Equity net income (loss) 6,267 (32,874) 6,731 (31,971) VALUE ADDED DISTRIBUTED (RETAINED) 13,519 (25,961) 701, ,612 ======= ======= ======= ======= The accompanying notes are an integral part of these interim financial statements.

13 (Convenience Translation in English from the Original Previously Issued in Portuguese) 1. OPERATIONS SPRINGS GLOBAL PARTICIPAÇÕES S.A. NOTES TO THE INTERIM FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2017 (Amounts in thousands of Brazilian Reais) Springs Global Participações S.A. (the Company ), domiciled in Montes Claros MG, Brazil, was incorporated on November 24, 2005 and, on January 24, 2006 received as capital contribution 100% of the shares of Coteminas S.A. ( CSA ) and Springs Global US, Inc. ( SGUS ), privately-held companies headquartered in Brazil and in the United States, respectively, whose shareholders were Companhia de Tecidos Norte de Minas - Coteminas ( CTNM ) and the former shareholders of Springs Industries, Inc. ( SI ), respectively. On April 30, 2009, the Company acquired a controlling interest in Springs e Rossini Participações S.A. ( SRPSA ), the parent of MMartan Têxtil Ltda. ( MMartan ). On July 27, 2007, the Company s sck began trading on the Bolsa de Valores, Mercadorias e Futuros BM&FBOVESPA S.A., in the Novo Mercado segment, under the code SGPS3. The Company functions as the holding company of CSA and SGUS, companies that focus their manufacturing and distribution operations on bed and bath linens, previously carried out by CTNM and SI. This joint venture created a textile industrial complex of bed linens and bath products, with production units in Brazil, Argentina and the United States. The Company also has leading brands in their markets, such as MMartan, Casas Moysés, Artex, Santista, Paládio, Calfat, Garcia, Arco Íris, Magicolor, among others. The Company s products have a privileged market standing on the shelves of the largest and most demanding retail channels of the world. The Company s products are sold in the United States and Canada by SGUS through its vast distribution chain that is close the largest retailers in those markets. In Brazil and Argentina, its products are sold by CSA and its subsidiary Coteminas Argentina S.A. In April 2009, the Company started its bed, tablep and bath retail operations, under the brand MMartan and later, in Ocber 2011, with the brand Artex. The retail operation of these two brands is run by subsidiary AMMO Varejo Ltda. ( AMMO ). 2. PRESENTATION OF INTERIM FINANCIAL STATEMENTS The interim financial statements were approved by the Company s Board of Direcrs on November 9, The Company presents its individual ( Company ) and consolidated ( Consolidated ) interim financial statements prepared simultaneously in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Statements and in accordance with international standard IAS 34 Interim Financial Reporting, issued by the International Accounting Standards Board IASB, as well as the standards issues by CVM (Brazilian Securities and Exchange Commission), applicable the preparation of the Interim Financial Information. The Company adopted all standards, review of standards and interpretations issued by the IASB and the CPC which were effective on September 30, All relevant information relating the 1

14 interim financial statements is included herein and corresponds those used by Company s management in its administration. 2.1 Translation of balances in foreign currency a) Functional and presentation currency The interim financial statements of each subsidiary included in the consolidation of the Company and used as a basis for valuation of investments under the equity method are prepared using the functional currency of each entity. The functional currency of an entity is the currency of the primary economic environment in which it operates. To determine the functional currency of each of its subsidiaries, Management considered which currency significantly influences the selling price of their products and services, and the currency in which most of the production cost inputs are paid or incurred. The interim consolidated financial statements are presented in Reais (R$), which is the functional and presentation currency of the Company. b) Conversion of balances The results and financial position of all subsidiaries included in the consolidation that have functional currencies different from the presentation currency are translated the presentation currency as follows: i) assets and liabilities are translated at the exchange rate prevailing on the date of the interim consolidated financial statements; ii) income and expenses are translated at the monthly exchange rate; and iii) all differences resulting from the translation are recognized in equity under the caption "Cumulative translation adjustment" and are presented as other comprehensive income in the statement of comprehensive income. 2.2 Accounting policies The significant accounting policies used in the preparation of the interim financial statements are as follows: (a) Results of operations--results of operations are calculated in accordance with the accrual basis of accounting. Revenue is not recognized if there is significant uncertainty regarding its realization. Interest income and expense are recognized using the effective interest rate as financial income and expenses in the statements of operations. The extraordinary gains and losses and the transactions and provisions involving property, plant and equipment are recorded in the statements of operations as "Others, net ". (b) Non-derivatives financial instruments--non-derivative financial instruments include cash and cash equivalents, accounts receivable and other current and noncurrent receivables, loans and financing, suppliers, other accounts payable and other equity and debt instruments. The nonderivative financial instruments are initially recognized at fair value plus costs directly attributable their acquisition or issuance. Subsequent the initial recognition, non-derivative financial instruments are measured at each balance sheet date, according their classification, which is defined in the initial recognition based on the purposes for which they were acquired or issued. The financial instruments classified as assets fall in the category "Loans and receivables" and gether with the financial liabilities, after their initial recognition at fair value, are measured based on amortized cost using the effective interest rate method. Interest, monetary and 2

15 exchange rate variations, less impairment losses, if any, are recognized as income or expense in the statements of operations as incurred. The Company does not have any non-derivative financial assets classified in the following categories: (i) held for trading, (ii) held maturity, and (iii) available for sale, and also does not have any non-derivative financial liabilities classified as "Fair value through profit or loss. (c) Derivative financial instruments--derivative financial instruments are initially recognized at fair value and, subsequently, the change in fair value is recorded in the statements of operations, unless the derivative is designated as a cash flow hedge, which should follow the method of accounting for cash flow hedges. A derivative financial instrument is classified as a cash flow hedge when its purpose is protect against exposure cash flow variability that is attributable both a particular risk associated with a recognized asset or liability, as well as a transaction that is probable occur, or exchange rate risk related an unrecognized firm commitment. When initiating a derivative transaction intended hedge a risk, the Company formally designates and documents the hedged item, as well as the objective of the risk policy and strategy of the hedge transaction. The documentation includes identification of the hedging instrument, the item or transaction being hedged, the nature of the risk be protected and how the entity will assess the effectiveness of the hedging instrument in offsetting the exposure changes in fair value of the hedged item or cash flows attributable the hedged risk. The purpose is that these hedging instruments are effective offset changes in fair value or cash flows and are assessed on an ongoing basis determine if they have been actually effective throughout the period for which they were designated. The effective portion of gain or loss on change in fair value of the hedging instrument is recognized directly in equity in the caption Assets and liabilities valuation adjustments, while any ineffective portion is recognized immediately as income or expense in the statements of operations. The amounts classified in equity as asset and liability valuation adjustment are reflected in the statements of operations in the period in which the hedged item affects the results, by adjusting the value of the hedged expense. If the firm commitment is no longer expected occur, amounts previously recognized in equity are reclassified profit or loss. If the hedged instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, the amounts previously recognized in equity are reclassified profit or loss. (d) Cash and cash equivalents--includes cash, deposits, cash in transit and short-term investments with immediate liquidity and original maturities of 90 days or less (or without fixed maturity), which are subject an insignificant risk of change in its value. Cash and cash equivalents are classified as non-derivative financial assets, measured at amortized cost, and interest earned is recognized in the statements of operations of the period. (e) Marketable securities--represented by amounts of immediate liquidity with maturities of more than 90 days and are subject an insignificant risk of change in their value. Marketable securities are classified as non-derivative financial assets measured at amortized cost and interest earned is recognized in the statements of operations of the period. (f) Accounts receivable and allowance for doubtful accounts--accounts receivable from cusmers are presented net of the allowance for doubtful accounts, which is determined based on a credit risk analysis, in an amount considered sufficient by Management cover possible losses on receivables. Accounts receivable arising from retail sales are 3

16 adjusted at present value, based on the market interest rates or the transaction interest rate. Current accounts receivable are adjusted whenever effects are significant. Accounts receivable from cusmers are classified as non-derivative financial assets measured at amortized cost. (g) Invenries--Valued at average acquisition or production cost, which is lower than net realizable value and are stated net of provision for losses on discontinued and/or obsolete items. The net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion of manufacturing and directly related selling expenses. (h) Property, plant and equipment held for sale--includes out-of-use machinery and equipment measured at fair value less selling expenses, when this amount is lower than net book value. (i) Investments--Investments in subsidiaries are accounted for using the equity method based on the balance sheet of the respective subsidiaries as of the same date as the Company s balance sheet. The value of the equity of foreign subsidiaries is converted in Reais based on the current rate of its functional currency and the foreign exchange rate variation is recorded in "Cumulative translation adjustment" in equity and presented as other comprehensive income. (j) Business combinations--the cost of the acquired entity is allocated the acquired assets and liabilities, based on their estimated fair value at the acquisition date. Any difference between the entity s cost and the fair value of the acquired assets and liabilities is recognized as goodwill. (k) Research and development expenses--are recognized as expenses when incurred. (l) Leases--Operating leases are recognized as expense on a straight-line basis over the lease term, except when another systematic basis is more representative of the future economic benefits. Contingent leases, related either capital or operating leases, are recognized in the statements of operations when incurred. Subsidiary SGUS records an accrual for unrecoverable lease costs based on the estimated present value of future lease obligations (whose contracts are still valid after the closing of the leased facilities), net of existing sublease income and estimated sublease income for closed facilities which were not yet subleased. (m) Property, plant and equipment--recorded at acquisition or construction cost. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets. Expenses incurred that increase the value and extend the estimated useful lives of the assets are capitalized; maintenance and repairs are recorded as expenses when incurred. The estimated useful life of property, plant and equipment is as follows: Useful life Buildings Installations Equipment Hydroelectric Plant - Por Estrela Furniture and fixtures Vehicles Computers and peripherals 40 years 15 years 15 years 35 years 10 years 5 years 5 years 4

17 The residual value and useful life of the assets are assessed by Management at least at the end of each period. (n) Intangible assets--represented by trademarks acquired, sre locations and goodwill on companies acquired. Intangible assets with finite useful lives are amortized using the straight-line method, over their estimated useful lives. Intangible assets with indefinite useful lives are tested for impairment annually, or as deemed necessary, in order determine the recoverability of their net book values. (o) Impairment of assets--assets included in property, plant and equipment, intangible assets, and other noncurrent assets are tested for impairment annually, or when circumstances indicate that the net book value may not be recoverable. When impairment is required, it is recognized in the statements of operations. Previous period impairment losses on fixed assets may be reversed whenever there is an assessment or reliable evidence that the value of the asset has recovered. The reversal is recognized in the statement of operations the extent it does not exceed the previously recognized impairment losses. (p) Income and social contribution taxes--the provision for income and social contribution taxes is calculated at the rate of approximately 34% on taxable income and is recognized net of the portion related the income tax exemption. The accrual balance is net of prepayments made during the period, if applicable. For foreign subsidiaries, the tax rate ranges from 35% 38%, according the tax legislation of each country. (q) Deferred income and social contribution taxes--deferred income and social contribution taxes are recognized on net operating losses and temporary differences arising from provisions stated in the accounting records, which, according the tax rules, will only be considered deductible or taxable when realized. A deferred tax asset is recognized only when there is an expectation of future taxable income. (r) Miscellaneous accruals--recorded at an amount considered sufficient by Management cover probable losses. The escrow deposits related the accruals are presented in noncurrent assets. (s) Employee benefit plans--pension plans and postretirement benefit costs are recognized on an accrual basis, based on actuarial calculations. Actuarial gains and losses are recognized in Assets and liabilities valuation adjustment when incurred. (t) Basic and diluted earnings (loss) per share--basic earnings (loss) per share is calculated by dividing the income or loss for the period attributable the Company s shareholders by the weighted average number of outstanding shares. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of outstanding shares assuming conversion of potential shares be issued. The Company did not identify any potential issuance of new shares and, therefore, a potential dilution in earnings (loss) per share. (u) Monetary and exchange rate variations--assets and liabilities subject monetary or exchange rate variations are restated on the balance sheet dates, in accordance with the Brazilian Central Bank (BACEN) published rates or other contractual indices. Exchange gains and losses and monetary variations are recognized in the statements of operations for the period incurred, except for the exchange gains and losses on investments in foreign subsidiaries, which are recognized in Cumulative translation adjustment in equity. (v) Revenue recognition--revenue is measured at fair value of the consideration received or receivable, less any estimates of returns, cash discounts and/or unconditional trade discounts given the buyer and other similar deductions. Revenue from product sales is recognized when all the following conditions are met: (i) the Company transferred the buyer the significant risks 5

18 and rewards related ownership of the products; (ii) the Company does not maintain continuing involvement in the management of goods sold in a degree usually associated with ownership or effective control over such products; (iii) the amount of revenue can be reliably measured; (iv) it is probable that the economic benefits associated with the transaction will flow the Company; and (v) costs incurred or be incurred related the transaction can be measured reliably. (w) Statements of Value Added ("DVA")--The purpose of these statements is highlight the wealth created by the Company and its distribution over a given period. They are presented by the Company as required by the Brazilian Corporate Law, as part of its interim individual financial statements and as supplemental information for the interim consolidated financial statements, since it is not a statement provided nor required by IFRS standards. The DVAs have been prepared based on information obtained from accounting records that are the basis for the preparation of the interim financial statements. (x) Owners of the Company and non-controlling interests--in the interim financial statements, "owners of the Company" represents all the shareholders of the Company and non-controlling interests" represents the minority interest of the Company s subsidiaries. 2.3 Accounting estimates The preparation of interim financial statements makes use of estimates in order record certain assets, liabilities and other transactions. To make these estimates, Management used the best information available at the time of preparation of the interim financial statements, as well as the experience of past and/or current events, also considering estimates regarding future events. Therefore, the interim financial statements include estimates related mainly the determination of useful lives of property, plant and equipment, estimated recoverable value of noncurrent assets, provisions necessary for tax, civil and labor liabilities, determination of provisions for income tax, determination of fair value of financial instruments (assets and liabilities) and others, estimates related the selection of interest rate, expected return on assets and the choice of mortality table and expected wage increases applied the actuarial calculations. Actual results of transactions and information could differ from the estimates. 2.4 Consolidation criteria The consolidated interim financial statements include the accounts of the Company and its subsidiaries CSA, AMMO and SGUS, of which it owns directly and indirectly 100% of the capital. The subsidiary CSA, parent company of Coteminas Argentina S.A. and LAT Capital Ltd., with ownership interest of 100%, was included in consolidation based on its consolidated interim financial statements. The subsidiary SGUS, parent company of (i) Warbird Corporation (Delaware, US); (ii) Springs Home Textiles Reynosa, S.A. de C.V. (Mexico); (iii) Casa Springs S.A. de C. V. (Mexico); (iv) Springmaid International, Inc. (India); (v) Sabre US, Inc. (Delaware, US), (all wholly-owned) and (vi) Springs Canada Holdings, LLC (Delaware, US); (vii) Springs Canada, Inc. (Ontario, Canada); (viii) Springs Brands, LLC (Delaware, US); (ix) Springs Cayman Holding Ltd. (Cayman Islands); and (x) Springs Shanghai Trading Co., Ltd. (China), all with 98.4% ownership, was included in consolidation based on its consolidated interim financial statements. The consolidation of the balance sheets and statement of operations accounts corresponds the sum of assets, liabilities, revenues and expenses, according their nature, after eliminating investments in subsidiaries, unrealized profits or losses and intercompany balances. The effect of the exchange rate variations on foreign investments is disclosed in a separate caption in the statement of changes in equity, Cumulative translation adjustment. The accounting practices 6

19 of the foreign subsidiaries were adjusted conform accounting practices of the parent company. Non-controlling interest is presented separately in the statements of operations and equity. The interim financial statements of foreign subsidiaries have been translated in Brazilian Reais based on the US Dollar exchange rate as of September 30, 2017 and December 31, 2016 for balance sheet accounts and the average monthly exchange rate for statement of operations accounts, as follows: Variance Exchange rate as of: December September (2.4%) Average exchange rate: September 30 (3 months) (2.9%) September 30 (9 months) (9.4%) 2.5 New IFRS, revised IFRS and IFRIC interpretations (IASB International Financial Reporting Interpretations Committee). a) Certain new IASB accounting pronouncements and IFRIC interpretations were published and/or revised and have their mandary adoption for the annual periods beginning on or after January 1, These new pronouncements did not generate significant impact on the interim financial statements. Standard Amendments IAS 12 Recognition of deferred tax assets for unrealized losses (*) Main requirements The amendments clarify that unrealized losses on debt instruments measured at fair value and measured at cost for tax purposes give rise a deductible temporary difference regardless of whether the debt instrument's holder expects recover the carrying amount of the debt instrument by sale or by use. The carrying amount of an asset does not limit the estimation of probable future taxable profits. Estimates for future taxable profits exclude tax deductions resulting from the reversal of deductible temporary differences. An entity assesses a deferred tax asset in combination with other deferred tax assets. Where tax law restricts the utilization of tax losses, an entity would assess a deferred tax asset in combination with other deferred tax assets of the same type. Disclosure Initiative (Amendments IAS 1) (*) Entities should disclose the following changes in liabilities arising from financing activities ( the extent necessary): (i) changes from financing cash flows; (ii) changes arising from obtaining or losing control of subsidiaries or other businesses; (iii) the effect of changes in foreign exchange rates; (iv) changes in fair values; and (v) other changes. The IASB defines liabilities arising from financing activities as liabilities "for which cash flows were, or future cash flows will be, classified in the statement of cash flows as cash flows from financing activities". It also stresses that the new disclosure requirements also relate changes in financial assets if they meet the same definition. The amendments state that one way fulfil the new disclosure requirement is provide a reconciliation between the opening and closing balances in the statement of financial position for liabilities arising from financing activities. The amendments state that changes in liabilities arising from financing activities must be disclosed separately from changes in other assets and liabilities. 7

20 Standard Main requirements Annual Improvements IFRSs: Cycle (*) Amendments several standards. b) Certain new IASB accounting pronouncements and IFRIC interpretations were published and/or revised and have their mandary adoption for the periods beginning after December 31, However, the early adoption of these new and revised standards and interpretations was not allowed: Standard Main requirements Effective date IFRS 9, Financial Instruments (issued July 24, 2014) (*) IFRS 15, Revenue From Contracts With Cusmers (issued May 28, 2014) Effective Date of Amendments IFRS 10 and IAS 28 (issued December 17, 2015) (*) Amendments IAS 40, Transfers of investment property (*) IFRS 9 (2014) was issued as a complete standard including the requirements previously issued and the additional amendments introduce a new expected loss impairment model and limited changes the classification and measurement requirements for financial assets. This amendment completes the IASB s financial instruments project. The standard outlines a single comprehensive model for entities use in accounting for revenue arising from contracts with cusmers and supersedes most current revenue recognition guidance. The standard specifies how and when an entity will recognize revenue through a single fivestep model be applied all contracts with cusmers, and requires such entities provide users of financial statements with more informative and relevant disclosures. The effective date of the amendments IFRS 10 and IAS 28, which address how an entity determines any gain or loss related transactions with an associate or joint venture was indefinitely deferred by the IASB. Paragraph 57 has been amended state that an entity shall transfer a property, or from, investment property when, and only when, there is evidence of a change in use. A change of use occurs if property meets, or ceases meet, the definition of investment property. A change in management s intentions for the use of a property by itself does not constitute evidence of a change in use. Effective for annual periods beginning on or after January 1, Effective for annual periods beginning on or after January 1, The effective date is postponed an indefinite date be determined by the IASB. Effective for annual periods beginning on or after January 1, IFRS 16 Leases (*) The standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting however remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 supersedes IAS 17 'Leases' and related interpretations. Effective for periods beginning on or after January 1, (*) The CPC has not yet issued the statements and changes corresponding the new and revised IFRS and the IFRIC discussed earlier. Due the commitment of the CPC and the CVM maintain an updated set of standards issued based on the updates made by the IASB, it is expected that these pronouncements and changes will be edited by the CPC and approved by the CVM before the date of its mandary application. 8

21 3. CASH AND CASH EQUIVALENTS Company Consolidated Repurchase transactions (*) ,032 44,641 Foreign exchange funds (US$) - - 1, Foreign deposits , ,121 Checking accounts deposits ,568 3, , ,360 ====== ====== ======= ======= (*) Income from financial investments ranges from 90% 100% of the rates earned on Interbank Deposit Certificates CDI. 4. MARKETABLE SECURITIES Consolidated Fixed income Foreign 13,796 6,806 Investment fund Foreign 13,968 10,803 Restricted deposits (US$) (2) 60,917 62,057 Restricted cash (1) ,264 80,265 Current (28,347) (18,208) Noncurrent 60,917 62,057 ===== ===== (1) On September 30, 2017, the subsidiary SGUS had restricted cash in financial institutions in the amount of US$184 thousand (US$184 thousand as of December 31, 2016) related a compensating balance arrangement. (2) Refers foreign deposits, linked the loan obtained from Santander S.A. The yield is 1.3% per annum and the deadline for redemption coincides with the terms of the loan. 5. ACCOUNTS RECEIVABLE Consolidated Domestic cusmers 394, ,667 Foreign cusmers 118, ,647 Credit card companies 3,299 8,120 Related parties domestic market 13,425 4,561 Related parties foreign market 1,432 2, , ,326 Allowance for doubtful accounts (20,937) (21,118) , ,208 ====== ====== 9

22 Accounts receivable from cusmers consist of receivables with an average collection period of approximately 73 days (67 days as of December 31, 2016). Past due amounts are not significant and the allowance for doubtful accounts is considered by Management sufficient cover expected losses from these receivables. The Company's Management believes that the risk related accounts receivable is minimized because the composition of the Company's cusmer portfolio is diluted. The Company has over 10,000 active clients as of September 30, 2017 and only one cusmer accounts for approximately 10% of sales. The aging list of the consolidated accounts receivable was presented in the annual financial statements for the year ended December 31, There was no significant change in the composition of the aging list during the nine-month period ended September 30, Changes in the consolidated allowance for doubtful accounts are as follows: Balance at the beginning of the period (21,118) (25,964) Additions (14) (2,914) Write-offs 124 6,953 Exchange rate variation Balance at the end of the period (20,937) (21,118) ======= ======= 6. INVENTORIES Consolidated Raw materials and supplies 105, ,041 Work in process 146, ,015 Finished products 254, ,741 Repair parts 40,190 44, , ,235 ======= ======= Invenries are presented net of the provision for losses, which, based on Management s assessment, is considered sufficient cover losses related obsolete and/or discontinued invenries. Changes in the provision are as follows: (Additions) write-offs Exchange rate variations Raw materials and supplies (1,246) - - (1,246) Finished products (9,194) 6, (1,938) Repair parts (2,994) - 49 (2,945) (13,434) 6, (6,129) ======= ======= ====== ====== 10

23 (Additions) write-offs Exchange rate variations Raw materials and supplies (1,313) - - (1,313) Finished products (10,243) (1,236) 1,904 (9,575) Repair parts (1,465) - 18 (1,447) (13,021) (1,236) 1,922 (12,335) ======= ======= ====== ====== 7. RECEIVABLE CLIENTS Consolidated Clients in out-of-court recovery plan (a) 18,145 21,545 Financing on sres transfer (b) 10,703 9,084 Clients in out-of-court recovery plan (c) 2,089 - Installment plan agreed with clients (d) Clients in out-of-court recovery plan (e) 1, ,749 30,629 Current (Other receivables) (7,722) (6,341) Noncurrent 25,027 24,288 ====== ====== (a) The receivables of clients in out-of-court recovery plan were settled in 84 equal monthly payments with interest equivalent 80% of the Interbank Deposit Certificates CDI rate, with payment beginning in January (b) Financing on sre transfers franchisees, with payment in equal monthly installments, and adjusted based on the IGP-M (general market price index). (c) Payment in 25 equal monthly installments. (d) Payment in 20 semiannual installments including a grace period of 42 months before the first payment in March 2020, with interest of 0.5% per year plus Reference Rate (TR). (e) Payment in 12 increasing annual installments, with interest between 2% 3% per year. 8. RECEIVABLE SALE OF PROPERTY In May 2015, the subsidiary CSA sold real estate located in the city of Montes Claros - MG, the municipality, for R$48,000, be received in 12 monthly installments of R$1,000 each, plus 24 monthly installments of R$1,500 each, adjusted for inflation using the IGP-M from the date the agreement was signed and including a grace period of 12 months before the first payment. This agreement, in which the property transfer registration contained a pro-solvency clause, was signed with the Municipal Executive Branch after express consent of the Legislative Branch of that municipality. The Executive Branch came in possession of the property and began its retrofit projects. The subsidiary CSA has a guarantee for the installments, through revenue and quotas of the Municipality Participation Fund FPM. 11