Annual Report • Apr 4, 2008
Annual Report
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Registered Office: Lugar do Espido, Via Norte, Maia Registered at Maia Commercial Registering Office under no. 506 035 034 Share Capital: 700 000 000 euros VAT no. 506 035 034 Publicly Traded Company
5 March 2008
| 1. | Message from the Chairman | 4 |
|---|---|---|
| 2. | Message from the CEO | 4 |
| 3. | Board of Directors' Report | 5 |
| 3.1. Sector Review in 2007 |
5 | |
| 3.2. Sonae Indústria Business Review in 2007 |
6 | |
| 3.2.1. Iberia | 6 | |
| 3.2.2. Central Europe (Germany, France and UK) | 7 | |
| 3.2.3. Rest of the World (Canada, Brazil, South Africa) | 8 | |
| 3.3. Financial Review of FY 2007 |
10 | |
| 3.4. Review of the Individual Accounts of the Holding Company |
11 | |
| 3.5. Activity carried out by the Non-Executive Board Members |
12 | |
| 3.6. Treasury Shares |
12 | |
| 3.7. Proposal for Appropriation of Results |
12 | |
| 3.8. Outlook |
12 | |
| 3.9. Dividend Policy |
13 | |
| 3.10. Acknowledgements | 13 |
| 0. | Compliance with CMVM Recommendations | 15 |
|---|---|---|
| 1. | Corporate Governing Bodies | 15 |
| 2. | Governing Bodies, Constitution and organization | 17 |
| 2.1. Board Composition and Organization |
17 | |
| 2.2. Executive Committee Composition |
20 | |
| 3. | Board Committees | 22 |
| 3.1. Board Audit and Finance Committee (BAFC) |
23 | |
| 3.2. Social Responsibility and Environment Committee (SREC) |
23 | |
| 3.3. Board Nomination and Remuneration Committee (BNRC) |
23 | |
| 3.4. Board and Corporate Governance Officer (BCGO) |
24 | |
| 4. | Board Assessment | 24 |
| 5. | Board and Board Committee Meetings and Attendance in 2007 | 24 |
| 6. | Directors' Remuneration and Other Compensation | 25 |
| 7. | Capital Structure | 26 |
| 8. | Voting Rights and Shareholder Representations | 27 |
| 9. | Rules for nomination and substitution of members of the Board of Directors and | |
| changes to the Company's Articles of Association | 28 | |
| 10. Shareholders' Remuneration Committee | 28 | |
| 11. Share Price Performance during 2007 | 29 | |
| 12. Investor Relations | 30 | |
| 13. Dividend Policy | 30 | |
| 14. Share and Share Options Scheme | 30 | |
| 15. Transactions with Related Parties | 30 | |
| 16. Remuneration of the Statutory External Auditors | 31 | |
| 17. Risk Management | 31 | |
| 18. Other Positions held by Sonae Indústria Directors as of 31 December 2007 | 35 | |
| 19. Other Positions formally held by Sonae Indústria Directors | 38 |
Appendix regarding Article 447 of the Company Law Appendix regarding Article 448 of the Company Law Qualified Shareholdings
Balance Sheet Income Statement Statement of Changes in Equity Statements of Cash Flow
Notes to the Financial Statements
Consolidated Balance Sheet Consolidated Profit and Loss Account Consolidated Movements in Shareholders' Funds Consolidated Cash Flow Statements Notes to the Consolidated Financial Statements
Statement issued according and for the purposes of paragraph c) of Article 245. CMVM code
Sonae Indústria posted its best results ever in 2007, driven by our strategy of improving profitability, pursuing sustainable growth and maintaining a strong balance sheet, which has been rigorously followed over recent years. This strategy enabled us to benefit from the strong demand felt for the greater part of the year in Europe and the positive market environment prevailing in both Brazil and South Africa.
Our ambition has been and continues to be to grow in a competitive and global marketplace. Today, Sonae Indústria has an industrial presence in 9 countries, spread out over 4 continents and is one of the leading wood panel players in the world. We are a multi-regional company with common values centred on competence, honesty and trust, delivered by our workforce of almost 7000 employees.
We will continue to act responsibly in environmental and social terms through achieving the most efficient utilisation of resources. Our continued commitment to this area will be explained in our Sustainability Report.
I am certain that we are well prepared to seize the market opportunities that may arise and to strengthen our position in those markets where we are present, despite the backdrop of a more difficult European market.
I am very proud of our team and I would like to thank them for their contributions, enthusiasm and commitment throughout these years. I count on their support, the loyalty of our customers and suppliers and the confidence and trust shown by our shareholders to allow us to face the challenging times ahead.
2007 proved to be a very positive year. Consolidated Turnover increased by 22% to 2.1 billion euros and EBITDA reached 335 million euros, 43% higher than that posted in 2006.
Following the 2006 acquisitions of the ex-Hornitex plants in Germany and the Darbo plant in South West France, our focus in Europe has been on restructuring and improving operational profit through efficiency gains from these assets. We have also expanded and modernised our impregnated paper production capacity in Kaisersesch, Germany. In line with our goal of growing in our most profitable markets, we invested in a new PB line in the White River plant in South Africa and have rebuilt the PB line 2 in Canada. At the beginning of 2007, we faced very high pressure on our raw materials costs, mainly wood, chemicals and energy which we succeeded in offsetting through market positioning and improvements in operational efficiencies.
2007 also marked the year in which Tafisa was de-listed from the Madrid Stock Exchange, following a public tender offer that enabled the minority shareholders to sell their shares to Sonae Indústria at a price approved by the Spanish stock market regulator (CNMV). The process of acquiring Tafisa was initiated back in 1993 and has given Sonae Indústria the international dimension it has needed. With this last step, the only listed company in our Group is now Sonae Indústria itself, since Glunz had already been de-listed in 2006.
In the immediate future, I expect us to face further complex challenges. The US and European economies are slowing down on the back of the lack of confidence that has prevailed within the financial markets and some residential real estate markets, mainly driven by the so called "subprime crisis". For this reason, I believe that we may face some weakness in demand. If this materialises, Sonae Indústria will implement all the measures necessary to adapt production to customers' needs. We believe that there is still room for improvements in Central Europe through further restructuring and efficiency gains. In Canada, we will fight to reconquer our market share, looking for growth opportunities that may arise under the current tough market conditions. In Brazil, we will work to achieve an agreement with Masisa to allow us to move towards the consolidation and development of our market position. Furthermore, we will be investing in surfacing capacity in South Africa to benefit from the expected economic growth there.
The combination of the greater industrial sector consolidation that has taken place in recent years together with the restructuring we have undertaken, as well as our improvements in operational efficiency and innovation, lead me to believe that we are now well placed to face the current weakness in markets, as well as further retraction in economic activity, should that arise.
The European Wood panels sector started 2007 brightly with strong demand which had previously been seen in the last quarters of 2006. This effect was mainly driven by growth emanating from the Eastern European countries, the furniture industry in Central Europe and from what continues to be a high construction level in Spain. However, depending on the country, this environment evolved differently over 2007. According to the latest forecasts issued by Euroconstruct, real construction output in 2007 increased by 2%. In Western Europe, the construction sector cooled down to a 1.7% growth rate, affected by the slowdown in real estate markets particularly in Spain, Ireland and Great Britain. In Central Eastern Europe on the other hand, real construction volume grew by 7.6% last year with housing construction catching up to those levels seen in Western Europe.
The consolidation process of the European wood-based panels sector which had been particularly active in recent years, slowed down in 2007 with fewer M&As concluded. The Swiss Krono Group acquired the French particleboard producer Depalor in May and in September, the European Commission's DG Competition authorized Kronospan's takeover of the Hungarian particleboard manufacturer Falco, from Constantia Industries.
Consolidation in the European laminate flooring industry accelerated in 2007 with several transactions being completed, namely the acquisition of Pergo by Pfleiderer which was concluded in March. The sharp decline in export deliveries to several non-European markets created additional pressure on volumes in Central Europe. Preliminary data issued by the EPLF (European Producers of Laminate Flooring) association points to a 6% increase in worldwide sales of laminate flooring produced in Europe (by its members).
OSB suffered a slowdown in export volumes to the US caused by the deterioration of the USD and decrease in construction sector activity in this region, mainly due to the subprime crisis previously faced in 2006.
Production costs increased particularly in wood, chemicals and energy, thereby affecting the profitability of the wood panels industry. Wood costs were very high at the beginning of 2007, driven by high demand and competition from the biomass energy plants. In the second half of 2007 wood cost began to stabilize due to increased availability of this raw material. Along 2007, the wood panels industry faced a sharp increase in chemical prices mainly because of the volatility seen in methanol price. According to the information from Methanex, the average methanol price in Europe grew by 6.4% in 2007 to €320/MT, the highest level witnessed since 2002.
In North America, the construction sector followed the negative trajectory previously recorded in 2006 mainly as a consequence of the financial crisis. According to RISI, total US housing starts in 2007 dropped by 26% to approximately 1.34 million units due to a 29% decrease in single-family starts, while North American particleboard consumption decreased by 9% to 9.2 million m³ in 2007, particularly in the US where demand dropped by 10%.
In Brazil the improved macroeconomic environment brought a very strong performance to the wood panels sector. According to the latest forecast from OCDE (dated December 2007), GDP grew by 4.8% and unemployment and interest rates recorded their lowest levels of recent years. The construction sector took advantage of these strong economic conditions and (according to the Brazilian Panels Industry Association - ABIPA), the sales volume of particleboards in Brazil grew 16%, whilst MDF sales were up 13%. The international credit crisis did hit the financial market but with no significant impact on the real economy while the strength of the BRL led to a decline in export volumes, although this was largely compensated by the strong domestic demand.
In South Africa, despite the power supply problems faced at the end of 2007 and the devaluation of the ZAR, GDP grew by 5.1%. According to the South African Statistics Office, the total value of buildings reported as completed grew 17.3%. The Particle Board market took advantage of this positive environment.
In 2007, we achieved an excellent level of performance by focusing on protecting our market share through product portfolio improvement, managing customer service and consolidating our presence in strategic export markets. Turnover increased by 19% on 2006 to 565 million euros, on the back of higher volumes (220,000 m3 above 2006, including a full year of Darbo sales in 2007).
Despite recording this strong performance in 2007, we did in the last months of the year face a tailing off in demand due to a slowdown in the economic environment. The economic growth forecast for Spain for 2008 has been revised downwards from 3% to 2.7% (European Commission) and the Portuguese construction sector continues to underperform. Turnover in 4Q 2007 decreased 6% when compared to 4Q 2006, chemical costs increased dramatically and we have returned to profitability levels comparable to those seen at the end of 2006.
Recurrent EBITDA increased to 99 million euros in 2007, 39% above 2006 and represented an 18% EBITDA margin (compared with 15% in 2006). Total EBITDA reached 124 million euros which includes a 26 million euros gain on the sale of our site in Pontevedra.
Over the course of 2007, Germany experienced a slowdown in residential construction, with new building permits dropping significantly as a consequence of changes in legislation (the ending of incentives to encourage private sector building) and a VAT increase. As a result, most market segments have suffered from weaker demand. The strength of the Euro against the USD has effectively halted exports to North America and has led to imports of OSB into European markets which are traditionally customers of German plants. This led to price and volume pressure in the OSB market late in the year.
In France, the construction sector grew marginally during 2007 showing a declining trend in the second half. Furniture sales increased, particularly in the kitchen and flat pack segments, positively affecting our activity in these sectors. In this context, we succeeded in increasing our market share and achieving record sales.
The UK operation performed well in 2007, driven in the first half of 2007 by strong market demand and a favourable exchange rate providing protection against imports from Continental Europe. In the second half of the year, increased supply combined with the credit crunch restricted demand.
Nevertheless, industrial volumes remained at similar levels to those of 2006 despite the fire at our Knowsley plant in February 2007, which caused a 30 day production stoppage.
€ Mn
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The first phase of integrating the Hornitex plants into our German operations and organisation was successfully completed and we are continuing the restructuring process with a view to further improving efficiency and profitability.
A direct comparison between 2006 and 2007 is affected by the impact of the 3 Hornitex plants, acquired in July 2006, by the Flooring JV with Tarkett and by the fire in February 2007 at our UK plant. Turnover increased by 25% on 2006 to reach 1.2 billion euros. Recurrent EBITDA, based on significantly improved profitability in France and the UK, totalled 104 million euros which represents an 80% increase on 2006 and resulted in an EBITDA margin of 9%.
Our performance in Canada, Brazil and South Africa reflects a combination of mixed market trends and of specific impacts which make direct comparisons difficult.
In Canada, our PB Line 2 produced its first boards in December 2007, 20 months after the fire that destroyed the previous line in April 2006. The production constraints that resulted from the fire changed our product mix. Melamine turnover grew substantially in both Canadian and US markets. The "subprime" crisis in the US that emerged during the second half of 2007 was a consequence of already existing problems in real estate markets. This economic environment contributed to capacity closures towards the end of the year and our rebuilt PB line is the only "new PB capacity" expected to enter operations in North-America. Despite overall weaknesses in the US housing market, some regions like the North East where we have significant access, showed more stability in 2007. Also, the Canadian housing market, where we sell most of our volume posted one of its best years of the last two decades in 2007.
In line with 2005 and 2006, South African GDP growth remained very high at 4.5% during 2007, in spite of successive interest rate hikes that have contributed to a slowdown in economic output. Our main variable costs have increased significantly, due also to the devaluation of the ZAR. Nevertheless, we saw our turnover (in local currency) and profitability increasing as we managed to outweigh these higher industrial costs. South Africa also has to deal with electricity capacity problems. Nevertheless, demand is very solid and we expect that building and construction will remain the strongest performing sector over the next 2-3 years. Our new PB line in White River initiated production in July 2007 and we are planning to invest a further 8 million euros in a new melamine line in 2008.
Brazil experienced a very strong market during 2007 due to the positive macroeconomic environment. GDP growth rate was higher than expected, inflation was kept under control and the lowest level of interest and unemployment rates in recent years was achieved. As a consequence, there was an increase in real income per capita resulting in a higher level of demand. The international credit crisis is already reaching the financial markets but this has had no significant impact on the real economy. Our marketing strategy focused on value-added products (Melamine Faced MDF and Melamine Faced Chipboard), rather than merely looking for volume growth, which led to a significant growth in profitability. The Brazilian market has many players and will be facing strong competition from installed capacity growth in the coming years. In January 2008, Sonae Indústria and Masisa agreed to work together to develop a joint-venture for this market.
Turnover in the Rest of the World totalled 346 million euros in 2007, reflecting no growth compared to 2006. This arises as a consequence of a decrease in turnover in Canada due to the fire and in South Africa because of the devaluation of the ZAR. Recurrent EBITDA reached 98 million euros, slightly above the 2006 figure of 96 million euros.
As previously explained, our business performance in 2007 is not directly comparable with 2006 due to four main effects namely the: (i) acquisition of the Hornitex assets in Germany which we consolidated as from 1 July 2006; (ii) acquisition of the Darbo plant in France, consolidated as from 30 September 2006; (iii) contribution of our Eiweiler plant to the 50%-50% partnership with Tarkett, which was formalized on 29 September 2006 and (iv) reduced activity in Canada due to the fire that destroyed our 2nd particleboard line in April 2006.
| (euro millions) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 4Q'06 | 3Q'07 | 4Q'07 | 4Q'07 / 4Q'06 |
4Q'07 / 3Q'07 |
2006 | 2007 | % chg 07/06 |
|
| Turnover | 495 | 511 | 478 | (3%) | (6%) | 1.699 | 2.066 | 22% |
| Other Operational Income | 36 | 1 | 79 | 116% | 8.380% | 119 | 129 | 8% |
| EBITDA | 61 | 85 | 96 | 56% | 12% | 234 | 335 | 43% |
| Recurrent EBITDA | 71 | 85 | 62 | (12%) | (27%) | 223 | 302 | 36% |
| Recurrent EBITDA Margin % | 14,3% | 16,7% | 13,0% | 13,1% | 14,6% | |||
| Depreciation and amortisation | (31) | (29) | (31) | (3%) | 6% | (108) | (117) | 8% |
| Operational Profit | 36 | 56 | 52 | 44% | (7%) | 120 | 205 | 71% |
| Net Financial Charges | (17) | (21) | (20) | 20% | (4%) | (68) | (81) | 19% |
| o.w. Net Interest Charges | (11) | (13) | (7) | (34%) | (44%) | (37) | (44) | 17% |
| o.w. Net Financial Discounts | (6) | (5) | (5) | (8%) | 2% | (17) | (22) | 30% |
| Profit before taxes (EBT) | 19 | 35 | 32 | 68% | (9%) | 52 | 125 | 138% |
| Taxes | (0) | (12) | (12) | 2.786% | 0% | (19) | (35) | 89% |
| o.w. Current Tax | (3) | (7) | (5) | 59% | (32%) | (14) | (19) | 36% |
| Net Profit attributable to Shareholders of Sonae Industria | 17 | 18 | 15 | (13%) | (18%) | 32 | 79 | 143% |
Consolidated Turnover in 2007 was 2.1 billion euros, an increase of 22% compared with 2006. Consolidated Recurrent EBITDA was 302 million euros, representing a margin on Turnover of 15% and a 36% increase when compared with 2006. Operating Results (EBIT) increased 71% in 2007 to 205 million euros compared with 120 million in 2006.
Consolidated Net results attributable to Sonae Indústria Shareholders increased by 143% to 79 million euros, compared with 32 million euros in 2006.
The higher interest rate environment and higher average debt levels during 2007 led to an increase on Net Interest Charges to 44 million euros, compared with 37 million euros in 2006. However, due to the increase in EBITDA, our interest cover rate improved from 6.3x to 7.7x.
| 2006 | 2007 | % chg 2007 / 2006 |
|
|---|---|---|---|
| Non Current Assets | 1.360 | 1.517 | 12% |
| Tangible Assets | 1.235 | 1.343 | 9% |
| Goodwill | 51 | 100 | 96% |
| Deferred Tax | 60 | 49 | (19%) |
| Other Non Current Assets | 15 | 26 | 76% |
| Current Assets | 796 | 651 | (18% ) |
| Inventories | 214 | 258 | 20% |
| Trade Debtors | 290 | 260 | (10%) |
| Cash & Investments | 194 | 66 | (66%) |
| Other Current Assets | 97 | 67 | (31%) |
| Total Assets | 2.156 | 2.168 | 1% |
| Shareholders' Funds | 520 | 595 | 14% |
| Minority Interests | 28 | 34 | 20% |
| Shareholders' Funds + Minority Interests | 548 | 629 | 15% |
| Interest Bearing Debt | 943 | 864 | (8%) |
| Short term | 141 | 160 | 13% |
| L-M term | 802 | 704 | (12%) |
| Trade Creditors | 259 | 226 | (13%) |
| Other Liabilities | 406 | 449 | 10% |
| Total Liabilities | 1.608 | 1.539 | (4% ) |
| Total Liabilities, Shareholders' Funds and | |||
| Minority Interests | 2.156 | 2.168 | 1% |
During 2007 gross fixed assets increased by 202 million euros. This amount includes (i) 90 million euros for the reinstatement of line 2 in Canada, of which 49 million euros was already financed by cash advances from insurance claims (ii) 34 million euros related to the construction of our new PB line in South Africa; (iii) 16 million euros in relation to a paper impregnation centre in Germany; and (iv) other maintenance investments and industrial improvements. We also bought out most of the minority shareholding in our subsidiary Tafisa in May 2007, representing a cash outflow of 50 million euros.
During 4Q 2007, we managed to decrease Net Debt by 102 million euros, as a result of our efforts to reduce working capital, which included extending production curtailments at some plants during December. At the end of 2007 the Net Debt to EBITDA ratio was 2.4x and the Net Gearing was 127% (compared to 3.2x and 137% at the end of 2006).
Sonae Indústria, SGPS, SA, as the holding company of the Sonae Indústria Group, defines the strategic guidelines for the Group and actively manages shareholdings and monitors the business activity of its subsidiaries. Amongst its main activities it is responsible for the global finance function, allocating funds for investment and for treasury requirements of its subsidiaries.
The main financial transactions that occurred during 2007 were the:
through the exercise of a call option, and merger of this company into EuroResinas - Indústrias Químicas, S.A.;
e) Merger of Resoflex – Mobiliário e Equipamentos de Gestão, S.A. into Movelpartes – Componentes para a Indústria do Mobiliário, S.A.
Besides participating actively in the activities of the Board Committees to which they where appointed (for a full description of composition and main tasks of each committee please see the Corporate Governance Report), the Non-Executive Board Members have participated in activities of the company according to their professional past experience and time availability. Those activities include the analysis of industrial footprint optimization, expansion projects, restructuring projects and the development of relevant international networking with eventual partners and authorities in present and potential geographical areas of activity.
The Non-Executive Board members have also attended the International Managers Meeting of Sonae Indústria. This event brought together over 150 managers of the Group for two days in June 2007 and was organized to enable the exchange of best practices between the representatives of the different companies.
The Company did not acquire or sell any own shares during the year. As at 31 December, the Company did not hold any own shares.
Sonae Indústria SGPS SA, as the holding company of the Group, on an individual accounts basis, generated Net Profits of 21,190,023.42 euros for 2007 and on a consolidated basis generated 78,612,713.00 euros of Net Profit Attributable to its Equity Holders. The Board of Directors will propose to the Shareholders' General Meeting that the Net Profit for the year should be appropriated as follows:
| Euros | 2007 |
|---|---|
| Legal Reserves | 1,059,501.17 |
| Proposed Dividend | 20,130,522.25 |
A gross dividend of 28 cents per share will be proposed, totalling 39,200,000.00 euros, using Free Reserves in the amount of 19,069,477.75 euros to complement appropriation of the Net Profits for the year stated above.
Deceleration in Iberia and in Central Europe has been evident while Brazil and South Africa have proved resilient.
We firmly believe that there is still scope to improve our operational efficiency in Central Europe and Iberia, by adapting our production to the evolution in demand. We will concentrate our efforts on completing the integration and restructuring of the plants we acquired in Germany and on optimizing our industrial and logistics costs. We will also continue investing to improve health and safety and address environmental issues so that we improve our standards in these areas.
Having experienced a sharp increase in chemical costs in 4Q 2007, we expect these costs to return to earlier price levels by the middle of the year.
In Canada, we are focused on the ramp-up of our 2nd particleboard line and, since we are the lowest cost producer in this market, we will be aiming to improve our market share.
In line with our established strategic guidelines, we will continue to seek opportunities to grow in our most profitable markets. In Brazil, we are negotiating a joint-venture with Masisa and we will increasingly focus on value-added products. In South Africa, we will invest 8 million euros in a new melamine line in White River.
As stated in the 2006 Board of Directors Report, the policy of the Company is to distribute up to 50% of Consolidated Net Results Attributable to Shareholders of Sonae Indústria, with the actual pay-out ratio taking into consideration this target pay-out ratio of 50% and the investment opportunities that the Board plans to execute in the near future.
The Board of Directors will propose to the Shareholders' General Meeting that Sonae Indústria should pay a dividend that represents slightly less than 50% of 2007 Net Consolidated Profits Attributable to its Equity Holders for the first time in recent years, as explained in point 3.7. above. This amount was decided by considering the investments being implemented at group level together with the investment opportunities that are currently envisaged, namely in Brazil.
We would like to emphasise that being one of the leading wood panel producers in the World is only possible with the full commitment and dedication of our employees, the confidence of our equity and debt holders and the loyalty of our customers and suppliers. We would therefore like to thank all of them and reaffirm our commitment to do our utmost to pursue sustainable value and potential growth for Sonae Indústria, reinforcing our responsible and efficient way of utilising resources. We also extend our thanks to the Statutory Audit Board and to the External Auditors for their advice and valuable assistance throughout the year and to the local communities, in which we operate, for their continuing support.
Maia 5th March 2008
Board of Directors
Belmiro de Azevedo
_________________________
_________________________ Álvaro Cuervo
_________________________ Paulo Azevedo
Per Knuts
_________________________ Thomas Nystén
_________________________ Carlos Bianchi de Aguiar
_________________________
_________________________
Rui Correia
_________________________ Christophe Chambonnet
_________________________ José Antonio Comesaña
_________________________
Louis Brassard
Sonae Indústria is committed to developing and implementing good corporate governance practices going beyond mere compliance with regulatory obligations. Sonae Indústria firmly believes that good governance reduces risk and creates shareholder value. Good governance should include responsible management practices and a broad-based concern about environmental, social and ethical issues.
Sonae Indústria complies with all but Recommendations 8 and 10-A of the Corporate Governance Recommendations issued by the CMVM, (the Portuguese Securities Exchange Regulator) dated November 2005.
In relation to Recommendation 8, Sonae Indústria discloses the individual remuneration of the Chairman of the Board of Directors and the CEO, as well as the aggregate remuneration of the Executive and Non-Executive Directors. The Board's decision is based on the fact that disclosure of individual remuneration of all Directors is not generally accepted practice amongst Portuguese companies (less than 7% of listed companies in Portugal complied in their 2006 financial statements). In addition, the Board believes that the disclosure currently made is sufficient to separately assess the remuneration of the main components of the Board: the Chairman, CEO, Executive Committee and Non-Executive Directors.
Sonae Indústria launched a process to develop a sustainability reporting strategy in 2007. Sonae Indústria's business practices are rooted in strong ethical standards and processes and are set out in detail in the company's Code of Conduct, as well as the procedures used to communicate irregularities, currently in the approval process by the relevant corporate governing bodies. Following approval, these documents will be disclosed to all employees and Sonae Indústria will thereby become compliant with Recommendation 10-A.
The Shareholder's Annual General Meeting held on 31 May 2007 introduced amendments to the Articles of Association including the changes necessary to adopt a corporate governance model in accordance with alterations made to Portuguese Company Law.
The adoption of the "Reinforced Latin Model" implies that the company will have a Board of Directors, Statutory Audit Board and Statutory External Auditor.
In this same General Meeting it was also decided to reduce the number of members of the Board of Directors from eleven to ten.
In accordance with the company's Articles of Association, the Statutory Audit Board may be composed of an even or odd number of members, with a minimum of three and a maximum of five with one or two substitutes appointed, depending on the number of members being either three or more, respectively.
This General Meeting also elected the following members to the company's Statutory Audit Board:
Manuel Guilherme Oliveira e Costa (Chairman)
Armando Luís Vieira de Magalhães (Member)
Jorge Manuel Felizes Morgado (Member)
In December 2007, Manuel Guilherme Oliveira e Costa resigned as Chairman of the Statutory Board and was replaced by the substitute member of this Board, Óscar José Alçada da Quinta, who took over the position of Chairman by deliberation of the Statutory Audit Board on 21 December. Óscar José Alçada da Quinta will retain this function until the next Shareholders' Annual General Meeting.
Following the above-mentioned changes as of 31 December 2007, the Statutory Audit Board is composed of:
PriceWaterHouseCoopers & Associados, SROC, Lda. represented by António Joaquim Brochado Correia or José Pereira Alves was elected as the Company's Statutory External Auditor.
In the same General Meeting, following changes to Portuguese Company Law, a new Board of the Shareholders' General Meeting was elected:
João Augusto Esmeriz Vieira de Castro (Chairman)
António Agostinho Cardoso da Conceição Guedes (Secretary)
The members of both the Statutory Audit Board and the Board of the Shareholders' General Meeting, responded to two questionnaires addressed to the company and formally declared their independence and lack of incompatibility in accordance with Portuguese Company Law, and committed themselves to immediately notifying the company of any occurrence that may lead to their loss of independence or to any incompatibility during their mandate.
Based on the changes to the Articles of Association made in the 2007 Shareholders' General Meeting, the Board of Directors may be composed of an even or odd number of members, ranging from a minimum of three and maximum of thirteen, elected at a Shareholders' General Meeting. In the same General Meeting, the number of members of Sonae Indústria's Board of Directors was reduced to 10 following the resignation of Angel Garcia Altozano on this same date. In December, Christian Günther Schwarz resigned as a member of the Board of Directors and Christophe Chambonnet was co-opted to replace him on the Board and appointed to the Executive Committee by the Board of Directors in the meeting dated 20 December 2007. In accordance with the law, the Board of Directors will propose the ratification of his appointment to the next Shareholders' General Meeting.
According to the changes made to the Articles of Association, the Chairman of the Board of Directors, who is elected by the Board, has now a casting vote. As the Board of Directors is composed of an even number of members, in order to comply with Article 395º Point 4 of Portuguese Company Law, the Board of Directors conferred a casting vote to Duarte Paulo Teixeira de Azevedo, in the event of the absence or incapacity of the Chairman.
The Board of Directors is currently composed of:
Per Otto Knuts (Non Executive and Independent)
Knut Thomas Alarik Nysten (Non Executive and Independent)
As such, it can be seen that the number of Non-Executive Directors is equal to the number of Executive Directors. Of the Non-Executive Directors, 3 (three) are Independent, in that they are not associated with special interest groups related either to the Company or to its reference shareholder and they have no materially relevant business interests that could interfere with their ability to freely exercise independent judgement. These Independent Non-Executive Directors do not hold qualified shareholding nor do they act on behalf of shareholders with qualified shareholdings of 2% or more of the company's share capital and they have not been re-elected for longer than two mandates. These independent Directors exercise an important influence over the decision-making process and the development of company strategy and policy.
The Board mandate is three years, with the possibility of re-election and the current mandate covers the period 2006 to 2008. All members of the Board of Directors were appointed with effect from 15 December 2005. This marked the registration date for the merger of the "old" Sonae Indústria – SGPS, SA, into Sonae 3P – Panels, Pulp and Paper, SA and the renaming of the latter to Sonae Indústria SGPS, SA, with the exception of Rui Correia, who was initially appointed to the Board of Sonae 3P on 22 July 2002 and Christophe Chambonnet, who was coopted by the Board of Directors in the meeting dated 20 December 2007.
As stipulated by the Company's Articles of Association, Sonae Indústria's Board of Directors meets once a quarter and additionally whenever the Chairman or two of its members call a meeting. All decisions taken are recorded in the respective minutes. According to the Articles of Association, when a Board member misses two meetings without a justification, which is accepted by the Board of Directors, this will be considered a definitive absence.
Nine Board meetings were held in 2007. The Board of Directors can only deliberate if the majority of its members are present or represented by proxy, and decisions are taken by a majority of the votes of the Board members present or represented and of those who vote by post.
Members of the Board of Directors are currently also members of the Boards of other companies, which are listed in Point 18 of this report. Former Board memberships held over the last 5 years are also listed in Point 19 of this report.
The Board of Directors is empowered to assure the management of the Company in accordance with the objects established in the Company's Articles of Association. Currently, the Board of Directors may deliberate on increases in the Company's share capital of up to two billion euros, on one more occasions, in accordance with the law.
Belmiro de Azevedo (Chairman Sonae Indústria): obtained a degree in Industrial Chemical Engineering at the University of Oporto, a PMD from Harvard Business School, participated in the Financial Management Programme from Stanford University and has occupied a diverse number of positions in the Efanor/Sonae Group from an early stage. Mr Belmiro de Azevedo is today Chairman of the Board of Sonae Group and Chairman of the Board and CEO of Sonae Capital, SGPS S.A., a member of the European Union Hong Kong Business Cooperation Committee, of the International Advisory Board of Allianz AG and of the Harvard Business School International Advisory Board. He has been decorated on a number of occasions, some of the most prominent being the "Encomienda de Numero de la Ordem del Mérito Civil" from His Majesty D.Juan Carlos, King of Spain, the "Order of the Cruzeiro do Sul" from the President of the Brazilian Federal Republic, the "Grã Cruz da Ordem do Infante D. Henrique" from the President of the Portuguese Republic, nomination as "Honorary Fellow" of the London Business School and member of the "Order of Outstanding Contributors to Sustainable Development" from the World Business Council for Sustainable Development.
Álvaro Cuervo Garcia (Independent): holds a post graduate degree in Statistics and Psychology and a PhD in Economics from the University of Madrid (Spain). Mr Cuervo is a professor of Business Economics and was Head of the Business department at the Complutense University in Madrid, Head of Business Economics at Valladolid and Oviedo University (Spain) and CIDE (Mexico) and visiting professor at New York University and California Berkeley University (USA). As a member of the Spanish government's consultative committee for privatizations and Chairman of the Economic and Business Scientific Association (Spain), he holds a number of other directorship roles.
Paulo Azevedo: holds a degree in Chemical Industrial Engineering from the Lausanne Polytechnic School (Switzerland) and a post-graduate degree in Business studies from the Oporto Institute of Business Studies. Having been CEO of Optimus – Telecomunicações S.A. between 1998 and 2000. Today Mr. Paulo de Azevedo is CEO of Sonae SGPS and holds a number of managerial and directorship roles in the Efanor/Sonae Group. Paulo Azevedo is Belmiro de Azevedo's son.
Per Knuts (Independent): holds a degree in Chemical Engineering from the Royal Institute of Technology (Sweden) and was Chairman for the Global Council of Stora Feldmuhle AG Companies and FPB Holding AG (Dusseldorf – Germany) between 1998 and 2004.
Thomas Nystén (Independent): obtained a Master of Arts degree (Political Economy) at the University of St Andrews (Scotland) in 1963 and completed an AMP at the Harvard Business School in 1984. Previously held the positions of Executive Director of the Myllykoski Corporation in Helsinki and CEO of MD Lang Papier in Germany (1994- 2004).
Carlos Bianchi de Aguiar (President of the Executive Committee and CEO Sonae Indústria): graduated with a degree in economics from the University of Oporto. Having worked for Sonae Indústria since 1986, he has occupied a number of managerial and directorship roles in various geographies, namely the UK ('90-'95), Spain ('96-'97) and Germany ('00-'01). He returned to Portugal in 2002 to become Group CFO and was appointed CEO in 2005.
Rui Correia (CFO): holds a degree in Economics from the University of Oporto and a post graduate degree in Business Management from the Oporto Institute of Business Studies. Having exercised functions in the Efanor/Sonae Group since 1994, he was head of the Finance Department of Sonae SGPS from 2000 and was appointed as Sonae Indústria CFO in 2005. Since 2001, he has also held a number of directorship roles in the Efanor/Sonae Group.
Christophe Chambonnet (COO France): obtained a degree in engineering from ISAB (France), a MS in Applied Economics and an MBA from the University of Purdue, USA. Between 1998 and 2000 he has occupied a number of managerial and directorship roles in the Marketing area, namely in companies based in USA, Canada, France and Belgium. Between 2000 and 2005 he was a Board member of Tafisa Canada, a subsidiary of Sonae Indústria. Between April 2005 and June 2006, he was vice president of Tembec Avebene SAS, a French company. As from July 2006, he was appointed COO of Isoroy SAS.
José António Comesaña (COO Iberia): obtained a degree in Industrial Mechanical Engineering from the Barcelona School of Industrial Engineers and has held a number of managerial and directorship roles in Sonae Indústria. Having started his career in the resins sector, he has been in the wood panels business for over 33 years with Tafisa. Previously held numerous positions at plant management level and has been COO of Iberia since 1998. He joined Sonae Indústria with the acquisition of Tafisa in 1993.
Louis Brassard (COO Canada): obtained a degree in Industrial Engineering from the Montreal Polytechnic School (Quebec Canada) and an MBA in Finance and Marketing from Montreal University. Mr. Brassard has been with Sonae Indústria since 1994 and has held a number of managerial and directorship roles.
Sonae Indústria Directors have the following Sonae Indústria Shares attributed to them:
| Number of Shares | Number of Shares | ||
|---|---|---|---|
| Belmiro Mendes de Azevedo | (1) Efanor Investimentos, SGPS, SA | ||
| Efanor Investimentos, SGPS, SA (1) | 49,999,997 | Sonae Indústria, SGPS, SA | 44,674,706 |
| Sonae Indústria, SGPS, SA | 1,010 | Pareuro, BV (2) | 20,000 |
| Sonae Capital, SGPS, SA (3) | 82,350,553 | ||
| Carlos Bianchi de Aguiar | |||
| Sonae Indústria, SGPS, SA | 720 | (2) Pareuro, BV | |
| Sonae Capital, SGPS, SA (3) | 50,000,000 | ||
| Rui Manuel Gonçalves Correia | Sonae Indústria, SGPS, SA | 27,118,645 | |
| Sonae Indústria, SGPS, SA | 5,000 | ||
| (3) Sonae Capital, SGPS, SA | |||
| Duarte Paulo Teixeira de Azevedo | SC, SGPS, SA (4) | 391,046,000 | |
| Efanor Investimentos, SGPS, SA (1) | 1 | ||
| Migracom, SGPS, SA (5) | 69,996 | (4) SC, SGPS, SA | |
| Sonae Indústria, SGPS, SA | 223 | Sonae Indústria, SGPS, SA | 9,521,815 |
| (5) Migracom, SGPS, SA | |||
| Sonae Indústria, SGPS, SA | 39,949 | ||
| Sonae Capital, SGPS, SA (3) | 161,250 | ||
| Imparfim, SPS, SA (6) | 150,000 | ||
| (6) Imparfim, SPS, SA | |||
| Sonae Indústria, SGPS, SA | 278,324 | ||
| Sonae Capital, SGPS, SA (3) | 513,159 |
The Executive Committee is appointed by the Board of Directors and is composed of the CEO, CFO and COOs from Iberia, France and Canada. The Company's Articles of Association permit the Board to delegate ordinary company business, duties and responsibilities to an Executive Committee.
Responsibilities are divided among the Executive Committee members as follows:
Carlos Bianchi de Aguiar President of the Executive Committee and CEO
Rui Correia CFO
Christophe Chambonnet COO France
José António Comesaña COO Iberia
Louis Brassard COO Canada
The Board of Directors has delegated powers to the Executive Committee to manage day-to-day operations of the Company except:
financial year, unless covered by the Annual Budget or the Business Plan, duly approved by the Board;
The Executive Committee normally meets at least once every month and additionally whenever the President of the Executive Committee (CEO) or a majority of its members call a meeting in writing, at least 3 days before the appointed date. Meetings can only take place if at least four of the members are present (either physically or by videoconference). The CEO presides over the meeting as Chairman. Over the course of 2007, 16 meetings of the Executive Committee were held.
Decisions made by the Executive Committee are taken by a qualified majority of four votes in favour. In the absence of this qualified majority, the Executive Committee must submit the matter under consideration to the Board of Directors for deliberation. With the objective of maintaining the Board of Directors permanently informed on decisions taken by the Executive Committee, all Board members are sent a summary of the minutes arising from the Executive Committee meetings.
To improve the operational efficiency of the Board of Directors and meet best practice in Corporate Governance, the Board of Directors has created 3 Board Committees and the role of Board and Corporate Governance Officer:
The BAFC is composed of the following Non-Executive Directors:
The BAFC normally meets at least 5 times yearly and is responsible for:
Over the course of 2007, the BAFC held 6 meetings.
The SREC is composed of the following Directors:
The SREC met twice in 2007 with its main function being to analyse the impact of the economic, environmental and social dimensions of sustainability.
The BNRC is composed of the following Directors:
In meetings held normally at least twice a year, the BNRC's main function is to analyse and submit proposals and recommendations on behalf of the Board of Directors to the Shareholders' Remuneration Committee in relation to the remuneration and other compensation of members of the Board of Directors, and to analyse and approve proposals and recommendations on behalf of the Board of Directors in relation to remuneration and other compensation for senior executives of the Sonae Indústria Group.
The BNRC liaises with the Sonae Indústria Shareholders' Remuneration Committee ("Comissão de Vencimentos"). It may also receive assistance from external entities provided absolute confidentiality is ensured in relation to the information obtained as a result of that cooperation.
In 2007, the BNRC met on two occasions.
The Board and Corporate Governance Officer ("BCGO") is David Graham Shenton Bain, who reports to the Board of Sonae Indústria as a whole, through the Chairman.
Principal duties of the BCGO encompass:
The BCGO also acts as the secretary of the BAFC and BNRC.
To aligning itself with Corporate Governance best practices, the Board has decided to undertake a self-assessment every 2 or 3 years. The last formal self-assessment was carried out in 2005 with the help of an external consultant. The assessment was designed to review how the Board and the Board Committees function, to evaluate Corporate Governance at Board level and propose measures for further improvements. The main measures identified in the 2005 self-assessment have already been implemented. Another self-assessment will be completed during 2008.
During 2007, the number of meetings and attendance record for the Board of Directors and Board Committees were as follows:
| Number of Meetings |
Attendance | |
|---|---|---|
| Board of Directors | 9 | 91% |
| Executive Committee | 16 | 100% |
| Board Audit and Finance Committee | 6 | 85% |
| Social Responsibility and Environment Committee | 2 | 100% |
| Board Nomination and Remuneration Committee | 2 | 89% |
The Shareholders' Annual General Meeting held in 2007 approved a proposal made by Sonae Indústria Shareholders' Remuneration Committee ("Comissão de Vencimentos") setting out the remuneration policy to be followed during the current mandate (2006 – 2008).
This remuneration and compensation policy is based on the presumption that initiative, effort and commitment are the essential foundation stones for good performance. For these reasons, individual activity, performance and contributions to the company's success should be evaluated annually, which will thereby influence the attribution of variable remuneration and other compensations to each person.
In relation to Directors' remuneration and other compensation, the approved policy establishes the following:
Remuneration and compensation of the Executive Directors (ED) includes: (i) a fixed component, composed of a base remuneration or salary, paid 12 times per year, and benefits in line with current market practices, (ii) a variable annual performance bonus paid in the first quarter of the following year, and (iii) a third variable and discretionary component, attributable in the first quarter of the following year, as deferred remuneration under the Company's Medium-term Incentive Plan, which vests and becomes payable on the second anniversary of the attribution date.
Individual remuneration and compensation packages will be defined according to the responsibility levels of each ED and will be reviewed annually. Each ED will be attributed with a Sonae Indústria Management Level. Normally, "Senior Executive" (Management Level G2) is attributed to Sonae Indústria's ED and "Group Senior Executive" to the CEO. Sonae Indústria's Management Levels are similar to those of the Efanor/Sonae Group and are based on the classification of corporate functions under the Hay international model, thereby facilitating market comparisons and internal equity. Remuneration and compensation packages to be attributed to ED will be benchmarked, using market surveys of Portuguese and European Top Executive remuneration, in order to establish a fixed remuneration close to the average and a total remuneration or compensation close to the third quartile, on a comparable basis.
The purpose of the Annual Performance Bonus is to reward the achievement of several objectives annually defined, related to "Key Performance Indicators of Business Activity" (Business KPIs) and "Personal Key Performance Indicators" (Personal KPIs). The Bonus target to be attributed will be based on a percentage of the fixed component, which will vary between 40% and 60%. Business KPIs, which include economic and financial indicators, will be based on approved budgets; individual performance of the business unit and group performance will account for 70% of the Annual Performance Bonus and constitute objective indicators. The remaining 30% will derive from Personal KPIs, based on subjective indicators and amounts paid will be based on actual performance and may vary between 0% and 120% of the target bonus attributed;
The Medium-term Incentive Plan will be aimed at enhancing ED's loyalty, aligning them with shareholders and increasing their awareness of their importance on the overall success of our organisation. Currently, the objective values are defined as a percentage of the Annual Performance Bonus. For the Executive Directors, such amounts represent between 50% and 100% of the target Annual Performance Bonus. Amounts attributed derive from one or more KPIs, aligned with value creation to shareholders and are similar for all EDs.
Remuneration of Non-Executive Directors (NEDs) consists of a fixed remuneration (of which approx. 15% is paid as meeting attendance fees), with no variable remuneration or other compensation payable. For those NEDs who exercise functions in other companies of the Efanor/Sonae Group, the remuneration paid by Sonae Indústria is derived from the overall Efanor/Sonae Group compensation, allocated in proportion to the estimated time devoted to Sonae Indústria as NEDs. For the remaining NEDs, a fixed remuneration is paid (including remuneration for attendance in meetings) based on benchmarking to the market. This remuneration is increased up to 15% for those NEDs serving on Board Committees and up to an additional 10% for the respective Chairmanship.
| 2007 | Total Fixed Annual Remuneration |
Total Short Term Performance Bonus |
Total Deferred Medium Term Performance Bonus |
Total 2007 | ||||
|---|---|---|---|---|---|---|---|---|
| 2006 | 2007 | 2006 (a) | 2007 (b) | 2006 (c) | 2007 (d) | 2006 | 2007 | |
| Chariman of the Board of Directors | 61,000 | 156,083 | 61,000 | 156,083 | ||||
| CEO | 221,400 | 228,000 | 102,000 | 125,000 | 147,200 | 100,000 | 470,600 | 453,000 |
| Executive Directors (remaining) | 775,270 | 785,231 | 283,815 | 367,639 | 261,780 | 192,804 | 1,320,865 | 1,345,674 |
| Non-executive Directors (remaining) (e) | 173,070 | 162,607 | 173,070 | 162,607 | ||||
| Total of Board of Directors | 1,230,740 | 1,331,921 | 385,815 | 492,639 | 408,980 | 292,804 | 2,025,535 | 2,117,364 |
In 2008, a subsidiary of Sonae Indústria paid compensation for loss of office of 144,975 Euros to an Executive Director who ceased functions during 2007.
No special agreements exist regarding compensation or payments to be made to either Company Directors or employees in the event of termination of service resulting from a tender offer.
Sonae Indústria's share capital amounts to 700 million euros and is represented by 140 million ordinary shares with a nominal value of 5 euros per share. All shares are listed on Euronext Lisbon. No limitations or restrictions are in place regarding the transfer of control or sale of shares.
| Shareholder | Number of shares | % Share Capital | % Voting Rights |
|---|---|---|---|
| Efanor Investimentos, SGPS, S.A | 44,674,706 | 31.9105% | 31.9105% |
| Pareuro, BV | 27,118,645 | 19.3705% | 19.3705% |
| SC, SGPS, SA | 9,521,815 | 6.8013% | 6.8013% |
| Duarte Paulo Teixeira de Azevedo | 40,172 | 0.0287% | 0.0287% |
| Maria Claudia Teixeira de Azevedo | 23,186 | 0.0166% | 0.0166% |
| Maria Margarida CarvalhaisTeixeira de Azevedo | 1,010 | 0.0007% | 0.0007% |
| Nuno Miguel Teixeira de Azevedo | 969 | 0.0007% | 0.0007% |
| 81,380,503 | 58.1289% | 58.1289% |
Under the terms of Sonae Indústria's Articles of Association, the Shareholders' General Meeting is composed only of shareholders with voting rights and holding shares or subscription bonds who, until five business days before the meeting taking place, provide evidence of their ownership, according to the terms established by company law.
According to the changes made in the Company´s Articles of Association approved at the 2007 General Meeting, each share corresponds to one vote. Shareholders' General Meetings can meet at the first instance, as long as shareholders representing over fifty percent of the Company's share capital are present or represented. All decisions at Shareholder's General Meetings are taken by simple majority, except if a higher percentage is required by law. Individual shareholders may be represented at Shareholders' General Meetings by their spouse, direct family, a Director of the Company or another shareholder, as long as they have notified the Chairman of the Shareholders' General Meeting in writing, identifying the representative and his or her residence and date of the meeting. Corporate shareholders may be represented by a person duly appointed for that purpose by letter, the authenticity of which is scrutinised by the Chairman of the Shareholders' General Meeting.
No shareholders possess special voting rights. The Board of Directors has no knowledge of shareholders' agreements in which the Company or the shareholders of the Company are involved.
The Company has not taken any measures that would hinder the success of a public tender offer for the purchase of the Company's shares. It has not entered into any relevant kind of agreement that would be subject to change or termination in the event of transfer of control resulting from a public tender offer.
As Sonae Indústria is regarded as a listed and "publicly traded company", shareholders are allowed to vote by post in relation to all items in the agenda of the Shareholders' General Meeting.
Postal votes can only be considered when sent to the headquarters of the Company by registered post with notification of receipt addressed to the Chairman of the Shareholders' General Meeting, which are received at least three days before the date of the Meeting and subject to the normal rules regarding evidence of share ownership. Votes by post are considered negative votes in relation to any proposals presented after the date they were issued.
A standard form for postal voting is available from Sonae Indústria's corporate website www.sonaeindustria.com and its head offices.
Proposals to be submitted by the Board of Directors to the Shareholders' General Meeting are made available to shareholders, as required by law, (one month or fifteen days notice ahead of the meeting, depending on whether there is a proposal to alter the Company's Articles of Association) at the Company's registered office, together with all relevant reports, documents and other legally mandatory information. These documents and the Annual Reports are available on the Company's website www.sonaeindustria.com as from same date.
Members of the Board of Directors are elected by the Shareholders' General Meeting. Groups of shareholders representing between 10% and 20% of the Company's share capital, may submit a stand-alone proposal to nominate a Director in advance of the Shareholders' General Meeting. Each shareholder cannot support more than one list of Directors and each list must identify at least two eligible people to fill each position on the Board. If lists are submitted by more than one group of shareholders, the voting will be based on these lists.
In the event of death, resignation or temporary or permanent inability of any of the Directors, the Board of Directors is responsible for his or her replacement. If the Director in question was nominated by minority shareholders, a new separate election must be held.
Sonae Indústria's Shareholders' Remuneration Committee is appointed by the Shareholders' General Meeting for a three-year term and is currently composed of Efanor Investimentos - SGPS, SA, represented by José Manuel Neves Adelino, and Imparfin -SGPS, SA, represented by Bruno Walter Lehmann.
Sonae Indústria has its own Investor Relations' Department, responsible for managing the relationship between the Company and shareholders, investors, analysts and market authorities including the CMVM (the Portuguese Securities Exchange Regulator).
Each quarter, the Investor Relations' Department is responsible for coordinating the preparation of an earnings announcement to be issued to the market and also provides statements whenever necessary to disclose or clarify any relevant fact or event that could affect the share price. The Investor Relations' Department is available at all times to respond to any general questions posed by the market. The Company is available to meet with investors, either in roadshows or in one-to-one meetings upon request, or by participating at conferences.
Sonae Indústria's Investor Relations Department may be contacted by email at [email protected] or by telephone: 00 351 22 010 0638.
In addition, Sonae Indústria has an institutional website (www.sonaeindustria.com) that posts all earnings announcements, statements, reports and accounts together with any other public documents, press releases or general news items on a wide range of themes relating to the Company and Group.
Sonae Indústria's legal representative relations with equity market ("Representante para as Relações com o Mercado") is Rui Correia, who can be contacted via the Investor Relations' Department or alternatively, directly by email: [email protected].
Sonae Indústria has not distributed dividends in recent years, as it has opted to strengthen its balance sheet following the significant deterioration in shareholders' funds as a result of losses accumulated up to 2003. As Sonae Indústria has now recovered its financial strength and is generating positive results, a policy of distributing up to 50% of Consolidated Net Results Attributable to the Shareholders of Sonae Indústria will be proposed. Each year, the actual pay-out ratio will be proposed taking into consideration this target pay-out ratio of 50% and the investment opportunities that the Board plans to execute in the near future. The Board of Directors will propose to the Shareholders' General Meeting that Sonae Indústria pays dividends in the amount of 50% of the 2007 Consolidated Net Profits Attributable to its Equity Holders.
Sonae Indústria does not currently award any remuneration or other compensation involving or linked to shares or share options.
Sonae Indústria did not carry out any transactions with members of the Board of Directors nor with the Statutory Audit Board members.
All transactions with holding or other related companies represent normal operational activity and were made under "open market" conditions and at prices that comply with transfer pricing regulations.
In 2007 the statutory external auditors, PriceWaterhouseCoopers, invoiced Sonae Indústria and its affiliated companies a total amount of 696,839 euros of which 95.3% related to audit and the legal certification of the accounts and 4.7% to other services.
To safeguard external auditor independence, tax consultancy and other services are provided by different teams from those involved in the audit process.
Sonae Indústria has a Risk Management Department which is responsible for promoting and monitoring the development of structured and systematic processes and activities to manage business risks.
Risk Management is a key concern within the Sonae Indústria culture and is present in all management processes, forming part of the delegated responsibility of managers and employees at all levels within the Sonae Indústria Group.
Risk Management comprises the process of identifying potential risks, analysing their possible impact on the organisation's strategic goals and seeking ways to minimise the probability of their materialisation, in order to determine the best procedures to manage exposure to them.
A global approach is in place to assure a suitable and balanced coverage of the operational risk through its transfer to our reinsurance panel. Property damage and business interruption risks are covered by a global policy, developed and implemented locally. Sonae Indústria adopts this global policy as a support to its processes of risk management and is committed to improving plant protection and prevention levels to reinforce this partnership.
At Sonae Indústria, Risk Management is based on a standard and integrated methodology, denominated Enterprise-Wide Risk Management ("EWRM").
In 2006, the systematisation process initiated in 2004, was consolidated, fully integrated and aligned with strategic business goals, aimed at prioritizing relevant business risks and identifying procedures to mitigate their impact. The process covers the whole organisation, encompassing all countries and corporate functions.
The Risk Model, which was built in 2004 and reviewed in 2006, aggregates business risks into three categories (Business Environment Risks, Business Process Risks and Information for Decision-Making Risks) and contains the quantification of the Significance (impact on the EBITDA and operational efficiency) as well as Probability (the frequency of occurrence of the event or scenario) of the critical risks for Sonae Indústria.
A Risk ScoreCard (RiSC 07) was developed identifying and defining KPIs to challenge and monitor the accomplishment of the Action Plans prepared to address the Critical risks that were identified. The KPIs identified are integrated into the Compensation Process of those people with the capacity to deal and manage these risks. This is done through the identification and fulfilment of procedures, included in the PAR process, to address those risks and subsequent measurement of their impact through the KPIs. The KPIs are measured on a local (country) basis and the objectives defined as such.
In addition, financial risk management is included in Business Process Risk and is complemented and monitored within the scope of the financial function.
The manufacture of wood-based panels is an industrial activity with very significant operational fire and explosion risks. As a world leader, it would be unacceptable for Sonae Indústria to fail to recover from a catastrophic event on a "world class" scale. Thus, loss prevention and protection of core assets is a constant concern for our Group.
As a structured response to this "risk exposure", an ambitious Loss Prevention Programme was set up in 2003.
This programme is the corner stone of the property damage and loss prevention strategy in all plants.
Having been developed in 2003, the Corporate Risk Standards are divided into several groups of Loss Prevention measures as follows:
In the last quarter of 2007, a project to develop an analytical version of these standards was launched with the support of recognized external consultants and with one of the key insurance market representatives, who is currently involved with Sonae Indústria.
With this project, whose completion is scheduled for the first quarter of 2008, Sonae Indústria aims to facilitate the understanding and implementation of these standards in all its units.
Supported by the Corporate Risk Standards, the Swiss Re GAPS conducts external risk inspections at all sites every two years; a report is issued with a set of recommendations for each of the plants visited and a rating of the risk quality (QIN – Quality Index Number) is allocated for each plant. Since 2000, the overall QIN of Sonae Indústria has improved from 5.8 in 2000 to 7.1 in 2007 (on a scale from 0 to10).
In addition, AIG Europe actively participates in the Risk Engineering program in collaboration with Swiss Re and the risk management services of the insurance broker - MDS.
In 2007, 22 external risk surveys were conducted by Swiss Re GAPS and AIG Europe in close cooperation with each plant and with the support of the Risk Management Department.
An internal visit is made to each plant every 18 months to review the status of the previous internal and external recommendations as well as compliance with Corporate Risk Standards. In 2006, 10 internal surveys were carried out.
A Quarterly Control self-assessment procedure using a Self Inspection Form has been carried out by each plant since 2000. This evaluates 106 items grouped into 23 categories. All non-conformities detected automatically generate a corrective action, and there is an automatic quarterly follow-up of outstanding corrective actions.
In 2007, with the Self Inspection Form now implemented in Lotus Notes, the process generated 413 corrective actions of which 162 were implemented while 251 are in progress at the year end.
Each individual plant plan (which is updated annually) defines a set of measures to be taken towards achieving full compliance with the Corporate Risk Standards by 2010. The main objectives encompass:
• Forming the basis for preparation of the annual budget for investment in Loss Prevention measures and establishing priorities based on the impact on Loss Prevention.
The 2004-2010 Risk Plan forms an integral part of the Industrial Master Plan of Sonae Indústria, which consists of the investment planning of each plant for the next 5 years.
Sonae Indústria's global insurance premium is charged to each plant with 50% being allocated according to local insurance market prices and 50% being based on the plant's measured risk quality. The former is calculated in line with "stand alone" local market insurance premium levels and the latter according to the QIN of each plant, so that the "worst" performers pay their fair share of insurance costs.
On 17 April 2006 Sonae Indústria suffered a significant fire at our plant at Lac Mégantic, Canada. The core of the plant – the second chipboard line- and substantial part of the preparation area were severely affected. Operations in this line were interrupted for a period of approximately 20 months and activity only recommenced in December 2007.
The risk management procedures in place contributed to the absence of serious personal injuries. In economic terms, the impact is not expected to be significant since there is an adequate property damage and business interruption insurance cover.
In the course of 2006, four plants were acquired by Sonae Indústria: three in Germany and one in France. In the second half of the year, Risk Management initiated the process of implementing the Corporate Risk Standards at these plants. During 2007 external risk surveys were conducted for the first time at these plants by Swiss Re GAPS/AIG Europe using the reference standards. The QIN issued to these plants are in line with the average Sonae Indústria risk level.
In addition to the active involvement of all Sonae Indústria Group managers and employees, risk management activity is performed and supported by the Risk Management Department, together with the Corporate Planning and Management Control Department.
The Risk Management Department consists of a central team with 2 full time members. There is a formally coordinated network of Country Risk Officers in each of the countries where Sonae Indústria has industrial operations and at each of the sites there is a Plant Risk Officer.
The Corporate Planning and Management Control Department is composed of 8 people, organised into three teams to better address the challenges and changes the businesses face: the Corporate Reporting Team, which is also responsible for business analysis, the Investment Analysis and big projects Team and the Strategic Planning and special projects Team.
• Glunz AG (Supervisory Board – "Aufsichtsrat")
• Glunz AG (Supervisory Board Chairman– "Aufsichtsrat")
-Movelpartes – Componentes para a Indústria do Mobiliário, S.A.
-Poliface North America Inc.
-Sonae – Serviços de Gestão, S.A.
During the past five years, Belmiro de Azevedo, Carlos Bianchi de Aguiar, Christian Schwarz, Rui Correia, Jose Antonio Comesaña, Christophe Chambonnet and Paulo Azevedo have also been Directors at various other Efanor/Sonae Group companies.
Within the same period, the following Directors also held directorships at the following companies outside to the Efanor/Sonae Group:
| Acquisitions | Sales | Balance at 31.12.2007 |
||||
|---|---|---|---|---|---|---|
| date | amount | average value | amount | average value | amount | |
| Belmiro Mendes de Azevedo Efanor Investimentos, SGPS, SA (1) Sonae Indústria, SGPS, SA |
49,999,997 1,010 |
|||||
| Carlos Bianchi de Aguiar Sonae Indústria, SGPS, SA |
720 | |||||
| Rui Manuel Gonçalves Correia Sonae Indústria, SGPS, SA Tableros de Fibras, SA Sales |
18.05.2007 | 100 | 1.54 | 5,000 0 |
||
| Duarte Paulo Teixeira de Azevedo Efanor Investimentos, SGPS, SA (1) Migracom,SGPS,SA (5) Increase in share capital Imparfin, SGPS, SA (6) Sales Sonae Indústria, SGPS,SA Sales |
20.11.2007 23-07-2007 29.05.2007 |
20,000 | 76.45 | 150,000 39,949 |
25.75 9.8 |
1 69,996 0 223 |
| Agostinho Conceição Guedes Sonae Indústria, SGPS,SA |
2,520 |
| Balance at | ||||||
|---|---|---|---|---|---|---|
| Acquisitions | Sales | 31.12.2007 | ||||
| date | amount | average value | amount | average value | amount | |
| (1) Efanor Investimentos, SGPS, SA Sonae Indústria - SGPS, SA Pareuro, BV (2) Sonae Capital,SGPS, SA * (3) |
44,674,706 20,000 82,350,553 |
|||||
| (2) Pareuro, BV Sonae Capital, SGPS, SA * (3) Sonae Indústria, SGPS, SA |
50,000,000 27,118,645 |
|||||
| (3) Sonae Capital,SGPS, SA SC - SGPS, SA (4) |
391,046,000 | |||||
| (4) SC,SGPS, SA Sonae Indústria, SGPS, SA |
9,521,815 | |||||
| (5) Migracom,SGPS,SA Sonae Indústria, SGPS, SA Acquisition Sonae Capital,SGPS, SA* (3) Imparfim,SGPS,SA (6) |
29.05.2007 | 39,949 | 9.80 | 39,949 161,250 150,000 |
||
| Acquisition (6) Imparfin, SGPS, SA Sonae Indústria, SGPS, SA Sonae Capital, SGPS, SA * (3) |
23.07.2007 | 150,000 | 25.75 | 278,324 513,159 |
(*) - number of shares resulting from the demerger process of Sonae, SGPS, SA by applying the attribution factor to the number of shares of Sonae, SGPS, SA held by Sonae Capital, SGPS, SA at 31 December 2007.
| Number of shares at 31/12/07 | |
|---|---|
| Efanor Investimentos, SGPS, SA | |
| Sonae Indústria,SGPS, SA | 44,674,706 |
| Pareuro, BV | 20,000 |
| Sonae Capital-SGPS, SA (*) | 82,350,553 |
| Pareuro, BV | |
| Sonae Indústria, SGPS, SA | 27,118,645 |
| Sonae Capital-SGPS, SA (*) | 50,000,000 |
| Sonae Capital-SGPS, SA | |
| SC, SGPS, SA | 391,046,000 |
| SC, SGPS, SA | |
| Sonae Indústria,SGPS, SA | 9,521,815 |
(*) - number of shares resulting from the demerger process of Sonae, SGPS, SA by applying the attribution factor to the number of shares of Sonae, SGPS, SA held by Sonae Capital, SGPS, SA at 31 December 2007.
Complying with Article 8, no. 1, e) of the CMVM Regulation no. 04/2004
| Shareholder | No. of shares | % Share Capital | % Voting rights |
|---|---|---|---|
| Efanor Investimentos, SGPS, S.A. | 44,674,706 | 31.9105% | 31.9105% |
| Pareuro, BV | 27,118,645 | 19.3705% | 19.3705% |
| SC, SGPS, SA | 9,521,815 | 6.8013% | 6.8013% |
| Maria Margarida CarvalhaisTeixeira de Azevedo | 1,010 | 0.0007% | 0.0007% |
| Nuno Miguel Teixeira de Azevedo | 969 | 0.0007% | 0.0007% |
| Duarte Paulo Teixeira de Azevedo | 40,172 | 0.0287% | 0.0287% |
| Maria Claudia Teixeira de Azevedo | 23,186 | 0.0166% | 0.0166% |
| Total allocation | 81,380,503 | 58.1290% | 58.1290% |
(Amounts in Euros)
| ASSETS | Notes | 31.12.07 | 31.12.06 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 3 | 24,675 | 36,064 |
| Intangible assets | 4 | 19,731 | 29,019 |
| Investment property | - | - | |
| Investment property in progress Goodwill arising on consolidation |
- - |
- - |
|
| Investments in jointly controlled companies | - | - | |
| Investments in associated companies | 6 | 921,842,133 | 623,323,924 |
| Investments held for sale | 6 | 117,922 | 17,922 |
| Deferred tax assets | 9,247,624 | 3,047,624 | |
| Other non current assets | 8 | 680,160,458 | 988,568,166 |
| Total Non Current Assets | 1,611,412,543 | 1,615,022,719 | |
| CURRENT ASSETS | |||
| Inventories | - | - | |
| Trade debtors | 9 | 442,702 | 776,381 |
| Other debtors | 9 | 1,319,589 | 379,419 |
| Taxes and other contributions receivable | 9 | 1,331,193 | 1,134,177 |
| Other current assets | 10 | 332,365 | 144,204 |
| Derivatives instruments | 20 | 136,807 | - |
| Cash and cash equivalents | 11 | 89,410,824 | 97,771,288 |
| Total Current Assets | 92,973,480 | 100,205,469 | |
| Non current assets held for sale | - | - | |
| TOTAL ASSETS | 1,704,386,023 | 1,715,228,189 | |
| SHAREHOLDER´S FUNDS AND LIABILITIES | |||
| SHAREHOLDER´S FUNDS: | |||
| Share Capital | 700,000,000 | 700,000,000 | |
| Own shares Supplementary capital |
- - |
- - |
|
| Legal reserve | 1,340,138 | 59,994 | |
| Revaluation reserve | - | - | |
| Translation reserve | 95,244 | - | |
| Other reserves | 271,225,627 | 246,902,887 | |
| Retained earnings | - | ||
| Net profit (loss) for the period | 21,190,023 | 25,602,884 | |
| Total Shareholder´s Funds | 12 | 993,851,033 | 972,565,765 |
| LIABILITIES: | |||
| NON CURRENT LIABILITIES | |||
| Bank loans - long term-net of short-term portion | 13 | 75,625,000 | 21,875,000 |
| Debenture loans - long term-net of short-term portion | 13 | 431,336,457 | 530,273,929 |
| Finance lease creditors - long term - net of short-term portion | - | - | |
| Derivatives | - | - | |
| Other loans | - | - | |
| Obligations arising from pensions : defined benefit plans | 14 | 238,079 | 56,427 |
| Obligations arising from share based payments Other non current creditors |
- - |
- - |
|
| Deferred tax liabilities | - | - | |
| Provisions | - | - | |
| Total Non Current Liabilities | 507,199,536 | 552,205,356 | |
| CURRENT LIABILITIES: | |||
| Current portion of long term bank loans | 13 | 6,250,000 | 6,250,000 |
| Bank loans - short term | 13 | - | 60,950,000 |
| Current portion of long term debenture loans Current portion of long term finance lease creditors |
13 | 100,000,000 - |
- - |
| Finance lease creditors | - | - | |
| Derivatives | - | - | |
| Other loans | - | - | |
| Trade creditors | 15 | 612,675 | 494,315 |
| Other creditors | 16 | 87,183,030 | 115,136,053 |
| Taxes and other contributions payable | 16 | 352,261 | 571,764 |
| Other current liabilities | 17 | 8,937,489 | 7,054,935 |
| Obligations arising from share based payments | - | - | |
| Obligations arising from pensions:defined benefit plans Provisions |
- - |
- - |
|
| Total Current Liabilities | 203,335,454 | 190,457,068 | |
| Liabilities related to non current assets held for sale | - | - | |
| TOTAL SHAREHOLDER´S FUNDS AND LIABILITIES | 1,704,386,023 | 1,715,228,189 |
TOTAL SHAREHOLDER´S FUNDS AND LIABILITIES
| Notes | 31.12.07 | 31.12.06 | |
|---|---|---|---|
| Operating Income: | |||
| Sales | - | - | |
| Services rendered | 23 | 2,796,587 | 3,049,812 |
| Changes in fair value of investment property | - | - | |
| Other operating income | 739,368 | 126,223 | |
| Total operantig income | 3,535,955 | 3,176,036 | |
| Operating Costs | |||
| Cost of sales | - | - | |
| Changes in stock and work in progress | - | - | |
| External supllies and services | (3,038,841) | (2,508,538) | |
| Staff costs | (3,302,655) | (2,261,535) | |
| Amortisation and depreciation | (28,716) | (31,849) | |
| Provisions and impairment losses | (337,428) | - | |
| Other operanting costs | 24 | (293,639) | (74,205,108) |
| Total operating costs | (7,001,279) | (79,007,030) | |
| Operating profit/loss | (3,465,324) | (75,830,994) | |
| Finantial profit / loss | 25 | 11,995,281 | 13,822,300 |
| Profit / loss from associated companies | - | - | |
| Profit / loss from other investments | 5,804,673 | 83,891,674 | |
| Profit / loss before tax | 14,334,629 | 21,882,981 | |
| Income taxation | 27 | 655,394 | 672,279 |
| Deferred tax assets | 27 | 6,200,000 | 3,047,624 |
| Net Profit / loss from continuing operations | 21,190,023 | 25,602,884 | |
| Profit / loss from discontinued operations | |||
| Net profit / loss for the períod | 21,190,023 | 25,602,884 |
(Amounts in Euros)
| Rese rves |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lega l |
Fair | ||||||||||||
| Shar e |
Own | Shar e |
Suple ment ary |
Lega l |
Reva luatio n |
Valu e |
Hedg ing |
Othe r |
Reta ined |
||||
| Note s |
Capit al |
Shar e |
Prom iums |
Capit al |
Rese rve |
Rese rve |
Rese rve |
Rese rve |
Rese rves |
Earn ings |
Net P rofit / loss |
Total | |
| Balan ce at 1 Ja 2006 nuary |
700,0 00,00 0 |
- | - | - | - | - - |
- | 245,9 20,75 0 |
(157, 749) |
1,199 ,879 |
946,9 62,88 0 |
||
| Apro priati on of prof its fro m 20 05: |
|||||||||||||
| Tran sfer t o leg al res erve |
- | - | - | - | 59,99 4 |
- | - | - | 982,1 36 |
(1,04 2,130 ) |
- | - | |
| Distri butio n div idend s |
- | - | - | - | - | - | - | - | - | - | - | ||
| Tran sfer t o reta ined earni ngs |
- | 1,199 ,879 |
(1,19 9,879 ) |
- | |||||||||
| Acqu isition / (dis l) of o hares posa wn s |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Incre ase/ (decr ) in fa ir val ue of hedg ing fi nanti al ease |
|||||||||||||
| instru ment s net of ta xes |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Defe rred t ted to incre ase / (dec ) in fa ir val ax co nnec rease ue |
|||||||||||||
| of he dging finan cial in strum ents |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Incre ase / (dec ) in fa ir val ue of avai lable for sa le rease |
|||||||||||||
| inves tmen ts |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Defe rred t ted to incre ase / (dec ) in fa ir val ax co nnec rease ue |
|||||||||||||
| of av ailab le for sale inve stme nt |
- | - | - | - | - | - | - | - | - | - | - | - | |
| (Los s) for Profit the p eriod ende d at 3 1 Dec cemb er 20 06 |
- | - | - | - | - | - - |
- | - | - | 25,60 2,884 |
25,60 2,884 |
||
| Othe r |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Balan ce at 31 D ber 2 006 ecem |
700,0 00,00 0 |
- | - | - | 59,99 4 |
- | - | - | 246,9 02,88 7 |
- | 25,60 2,884 |
972,5 65,76 5 |
|
| Balan ce at 1 Ja 2007 nuary |
700,0 00,00 0 |
- | - | - | 59,99 4 |
- | - | - | 246,9 02,88 7 |
- | 25,60 2,884 |
972,5 65,76 5 |
|
| Apro priati on of prof its fro m 20 06: |
|||||||||||||
| Tran sfer t o leg al res erve |
- | - | - | - | - | - | - | - | 25,60 2,884 |
(25,6 02,88 4) |
- | - | |
| Distri butio n div idend s |
- | - | - | - | - | - | - | - | - | - | - | ||
| sfer t Tran o reta ined earni ngs |
- | 25,60 2,884 |
(25,6 4) 02,88 |
- | |||||||||
| Acqu isition / (dis l) of o hares posa wn s |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Incre ase/ (decr ) in fa ir val ue of hedg ing fi nanti al ease |
|||||||||||||
| instru ment s net of ta xes |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Defe rred t ted to incre ase / (dec ) in fa ir val ax co nnec rease ue |
|||||||||||||
| of he finan dging cial in strum ents |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Incre ase / (dec ) in fa ir val ue of avai lable for sa le rease |
|||||||||||||
| inves tmen ts |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Defe rred t ted to incre ase / (dec ) in fa ir val ax co nnec rease ue |
|||||||||||||
| of av ailab le for sale inve stme nt |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Profit (Los s) for the p eriod ende d at 3 1 Dec embe r 200 7 |
- | - | - | - | - | - - |
- | - | - | 21,19 0,023 |
21,19 0,023 |
||
| Othe r |
- | - | - | 1,280 ,144 |
- | - | 95,24 4 |
(1,28 0,144 ) |
- | - | 95,24 4 |
||
| Balan ce at 31 D ber 2 007 ecem |
700,0 00,00 0 |
- | - | - | 1,340 ,138 |
- | - | 95,24 4 |
271,2 25,62 7 |
- | 21,19 0,023 |
993,8 51,03 2 |
| OPERATING ACTIVITIES | 31.12.2007 | 31.12.2006 | ||
|---|---|---|---|---|
| Cash receipts from trade debtors | 3,130,284 | 2,651,272 | ||
| Cash paid to trade creditors | 2,790,801 | 2,451,890 | ||
| Cash paid to employees | 2,964,461 | 2,788,387 | ||
| Operational Cash Flow | -2,624,978 | -2,589,005 | ||
| Corporate income tax paid / received Other cash receipts and payments relating to operating activities |
-513,209 -159,118 |
1,150,058 431,818 |
||
| Net cash flow from operating activities [1] | -2,270,887 | -3,307,245 | ||
| INVESTMENTS ACTIVITIES: | ||||
| Cash receipts arising from: | ||||
| Financial investments | 42,578,805 | 46,085,197 | ||
| Tangible assets | 2,275 | 41 | ||
| Intangible assets | ||||
| Interest assets and similar income | 5,174,487 | 2,631,747 | ||
| Dividends | 5,403,768 | 53,159,335 | 20,706,168 | 69,423,153 |
| Cash payments owing to: | ||||
| Financial investments | 340,776,612 | 856,753 | ||
| Tangible assets | 4,935 | 11,737 | ||
| Intangible assets | 3,150 | 340,784,697 | 868,490 | |
| Increase / decrease in granted loans | -350,081,750 | 143,235,173 | ||
| Net cash flow from investing activities [2] | 62,456,387 | -74,680,511 | ||
| FINANCIAL ACTIVITIES | ||||
| Cash receipts arising from: | ||||
| Cash payments owing from: | ||||
| Interest and similar costs | 32,760,170 | 26,130,589 | ||
| Dividends | ||||
| Others | 32,760,170 | 26,130,589 | ||
| Increase / decrease in loans | -35,785,794 | 165,468,583 | ||
| Net cash flow from financing activities [3] | -68,545,964 | 139,337,994 | ||
| Net increase / decrease in cash and cash equivalents | -8,360,463 | 61,350,239 | ||
| Cash and cash equivalents - opening balance | 97,771,288 | 36,421,049 | ||
| Cash and cash equivalents - close balance | 89,410,825 | 97,771,288 |
(Amounts expressed in euros)
SONAE INDÚSTRIA, SGPS, S.A. is based at Lugar do Espido, Via Norte,Apartado 1096, 4470-909 Maia, Portugal.
The main accounting policies adopted in preparing the accompanying financial statements are as follows:
The accompanying financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or by the former Standing Interpretations Committee (SIC), effective 1 January 2007.
International Financial Reporting Standard (IFRS7), effective for annual periods beginning on or after 1 January 2007, was applied for the first time on these financial statements.
The accompanying financial statements have been prepared from the books and accounting records of the company on a going concern basis, except for financial instruments that they are recorded at their fair value (Note 2.9).
Assets and liabilities of each Group company are measured at their fair value at the date of acquisition adjusted for acquisition related expenses. Financial investments in Group and
Associated Companies are tested for imparity when appropriate. If an impairment loss exists, it is recorded as a cost.
Revenues from financial investments (dividends received) are recorded on the Profit and Loss statement of the period in which distribution is decided and announced.
Tangible assets acquired up to 1 January 2004 (transition date to IFRS) are recorded at their deemed cost, which corresponds to their acquisition cost or revaluated acquisition cost, in accordance with generally accepted accounting principles in Portugal at that date, net of depreciation and accumulated impairment losses.
Tangible assets acquired after that date, are recorded at acquisition cost, net of depreciation and accumulated impairment losses.
Depreciation is calculated on a straight line basis, as from the date the asset is first used, over the expected useful life for each class of assets.
Depreciation rates used correspond to the following expected useful lives of the underlying assets:
| Years | |
|---|---|
| Plant and Machinery | 15 |
| Fixtures and Fittings | 4 |
Maintenance and repair costs related to tangible assets are recorded directly as expenses in the year they are incurred.
Tangible assets in progress represent fixed assets still under construction/development and are stated at acquisition cost net of impairment losses. These assets are depreciated from the date they are completed or start being used.
Gains or losses arising from the sale or write-off of tangible assets are determined as the difference between the sale price and the accounting net value at the sale/write-off date and are registered as Other Operational Income/ Other Operational Losses.
Intangible assets are stated at acquisition cost, net of depreciation and accumulated impairment losses. Intangible assets are only recognized if it is likely that they will generate future economic benefits, if they are controlled by the company and if their cost can be reliably measured.
Development expenses are recognized as an intangible asset if the company demonstrates technical feasibility and intention to complete the asset, ability to sell or use it and the probability that the asset will generate future economic benefits. Development expenses which do not fulfil these conditions are recorded as an expense in the period in which they are incurred.
Internal costs associated with maintenance and software development are recorded as an expense in the period in which they are incurred. Only costs directly attributable to projects for which the generation of future economic benefits is probable are capitalized as intangible assets.
Amortization is calculated on a straight line basis, as from the date the asset is first used, over the expected useful life which is normally 5 years.
When accounting for leases in which the company is the lessee, the lease contracts are classified as (i) a finance lease if the risks and rewards incidental to ownership lie with the lessee and (ii) as an operating lease if the risks and rewards incidental to ownership do not lie with the lessee.
A lease is classified as a financial or an operating lease dependent on the substance of the transaction rather than the form of the contract.
Lease payments within operating lease contracts are recognized as expenses on a straight line basis over the lease term.
Assets are assessed for impairment at the end of each year, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded on the income statement under Provisions and impairment losses.
The recoverable amount is the higher of an asset's fair value net of costs incurred on sale and its value in use. Fair value less sale related costs is the amount obtainable from the sale of an asset in an arm's length transaction less the costs of disposal. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if this is not possible, for the cash-generating unit to which the asset belongs.
Reversal of impairment losses recognized in prior years is only recorded when it is concluded that the impairment losses recognized for the asset no longer exist or have decreased. This analysis is performed whenever there is an indication that the impairment loss previously recognized has been reversed. The reversal is recorded on the income statement as Other Operational income. However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognized to the extent it does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognized for that asset in prior years.
Borrowing costs are recognized as an expense in the period in which they are incurred.
Provisions are recognized when, and only when, the company has an obligation (legal or constructive) resulting from a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of that obligation. Provisions are reviewed and adjusted at the balance sheet date to reflect the best estimate as of that date.
a) Investments
Investments are classified into the following categories:
Investments measured at fair value through profit or loss include the investments held for trading by de company to be sold within a short period of time. They are classified as current assets in the balance sheet.
Available-for-sale investments are stated as non current assets except if they are intended to be sold within the next 12 months as from the balance sheet date.
All purchases and sales of investments are recognized on the trade date, independently of the settlement date.
Investments are initially measured at cost, which is the fair value of the consideration paid for them, including transaction costs.
Available-for-sale investments and investments measured at fair value through profit or loss are subsequently carried at fair value, without any deduction for transaction costs which may be incurred on sale, by reference to their quoted market price at the balance sheet date. Investments in equity instruments that do not have a quoted market price and whose fair value cannot be reliably measured are stated at cost, less impairment losses.
Changes in the fair value of investments measured at fair value through profit or loss are included in the income statement for the period.
Gains or losses arising from a change in fair value of available-for-sale investments are recognized directly in equity, under Fair value reserve, included in Reserves and retained earnings until the investment is sold or otherwise disposed of, or until it is determined to be impaired, at which time the cumulative gain or loss previously recognized in equity is transferred to net profit or loss for the period.
Receivables are stated at net realizable value corresponding to their nominal value less impairment losses (recorded under the caption Impairment losses in accounts receivable).The impairment losses are recognized in "Impairment loss in costumers" The impairment losses are recorded when the company knows that will never receive the trade receivables.
The amount of the impairment is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the financial assets original effective interest rate, which is deemed zero whenever payments are expected to be received over a one-year period.
The receivables are recorded as currents assets, except when its maturity is greater than twelve months from the balance sheet date, situation when they are classified as non-current assets.
Financial liabilities and equity instruments are classified and accounted for based on their contractual substance, independently from the legal form they assume.
Loans are recorded as liabilities at their nominal value, net of up-front fees and commissions related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the income statement on an accruals basis, in accordance with the accounting policy defined in Note 2.13. The portion of the effective interest charge relating to up-front fees and commissions, if not paid in the period, is added to the book value of the loan.
Accounts payable are stated at their nominal value.
The company uses derivatives in the management of its financial risks, only to hedge such risks. Derivatives are not used by the company for trading purposes.
Derivatives classified as cash flow hedge instruments (Swaps) are used by the company mainly to hedge interest risks on loans obtained. Conditions established for these cash flow hedge instruments are identical to those of the corresponding loans in terms of base rates, calculation rules, rate setting dates and repayment schedules of the loans and for these reasons they qualify as perfect hedges. Inefficiencies that may arise are recorded on the Profit and Loss statement.
The company's criteria for classifying a derivative instrument as a cash flow hedge instrument include:
The effectiveness of the hedge can be reliably measured;
There is adequate documentation of the hedging relationships at the inception of the hedge;
Cash flow hedge instruments used by the company are initially accounted for at cost and subsequently adjusted to their corresponding fair value. Changes in fair value of these cash flow hedge instruments are recorded in equity under the caption Hedging reserves, included in Reserves and retained earnings on the balance sheet, and then recognized in the income statement over the same period in which the hedged instrument affects income statement.
The fair value of these financial instruments is calculated with resource to derivative valuation software and was based on the present value, at balance sheet date, of future cash flows of both the fixed and variable legs of the derivative instrument.
Hedge accounting of derivative instruments is discontinued when the instrument matures or is sold. Whenever a derivative instrument can no longer be qualified as a hedging instrument, the fair value differences recorded in equity under the caption Hedging reserve are transferred to profit or loss of the period or to the carrying amount of the asset that resulted from the hedged forecast transaction. Subsequent changes in fair value are recorded in the income statement.
These derivative instruments over which no hedge accounting was applied are initially stated at cost, if any, and then adjusted to their fair value. Changes in fair value, calculated with resource to specific software, are accounted for as financial items on the profit and loss statement.
When embedded derivatives exist, they are accounted for as separate derivatives when the risks and the characteristics are not closely related to economic risks and characteristics of the host contract, and this is not stated at fair value. Gains and losses are taken through the profit and loss statement.
Additionally, the company also negotiates, in specific situations, interest derivatives in order to hedge fair values. In these cases, derivatives are stated at fair value through profit or loss. When the hedged instrument is not measured at fair value (i.e. loans which are recorded at amortized cost) the book value is adjusted by the amount which is effectively hedged through profit or loss.
Derivative instruments are stated on the balance sheet under Other non current assets, Other current assets, Other non current liabilities and Other current liabilities.
Cash and cash equivalents include cash on hand, cash at banks, term deposits and other treasury applications which mature in less than three months and for which the risk of change in value is insignificant.
In the statement of cash flows, cash and equivalents also include bank overdrafts, which are included in the balance sheet item Borrowings.
As referred in Note 14, the company has an insurance policy for employees which, at the date of retirement (age 65) will pay an equivalent of 24 months salary. All employees hired prior to 31/12/94 are covered by this policy.
It is a Defined Benefits Plan in the form of an insurance policy, established with the "Fidelidade" insurance company.
Contingent liabilities are not recorded in the financial statements. Instead they are disclosed in the notes to the financial statements, unless the probability of a cash outflow is remote, in which case, no disclosure is made.
Contingent assets are not recorded in the financial statements but disclosed when future economic benefits are probable.
Income tax for the year is determined based on the taxable income of the Company, considering the interim period profit and, when relevant, deferred taxation.
In 2007, Agloma – Soc.Ind.de Madeiras Aglomeradas,S.A was included in the Special Group Tax Regime that also includes the following companies: Euroresinas – Indústrias Quimicas,S.A., Sonae Indústria de Revestimentos,S.A., Ecociclo – Energia e Ambiente,S.A., Maiequipa – Gestão Florestal,S.A., Movelpartes – Componentes para a Industria de
Mobiliário,S.A. and Sonae Serviços de Gestão,S.A..Resoflex – Mobiliário e Equipamento de Gestão was exclued after the merger ocurred in December 2007.
Deferred taxes are calculated using the balance sheet liability method, reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are calculated and annually reviewed using the tax rates in place or announced and thereby expected to apply at the time the temporary differences are expected to reverse.
Deferred tax assets are recognised only when it is probable that sufficient taxable profits will be available against which the deferred tax assets can be used, or when taxable temporary differences are recognised and expected to reverse in the same period. At each balance sheet date a review is made of the deferred tax assets recognised, which are reduced whenever their future use is no longer likely.
Deferred tax assets and liabilities are recorded in the income statement, except if they relate to items directly recorded in equity. In these cases the corresponding deferred tax is recorded in equity.
Revenue from services rendered is recognised in the income statement taking into consideration the stage of completion of the transaction at the balance sheet date.
Dividends are recognised as income in the year they are attributed to shareholders.
Income and expenses are recorded in the year to which they relate, independently of the date of the corresponding payment or receipt. Income and expenses for which their real amount is not known are estimated.
Other current assets and Other current liabilities include income and expenses of the reporting year which will only be invoiced in the future. Those captions also include receipts and payments that have already occurred but will only correspond to income or expenses of future years, when they are to be recognised in the income statement.
Capital gains and losses that result from the sale or write-off of tangible and intangible assets and of investments are presented on the profit and loss statement as the difference between the sale price and the net book value at date of sale or write-off, under the caption Other Operating Profits and Losses.
Exchange gains and losses arising from differences between historical exchange rates and those prevailing at the date of collection, payment or the date of the balance sheet, are recorded as income or expenses of the period, except for those related to non-monetary assets or liabilities, for which adjustments to fair value are directly recorded under equity.
Events after the balance sheet date that provide additional information about conditions that existed at the balance sheet date (adjusting events), are reflected in the financial statements. Events after the balance sheet date that are non-adjusting events are disclosed in the notes when material.
As a result of the relevant portion of floating rate debt on Sonae Indústria Balance Sheet and the consequent cash flows related to interest payments, the company is exposed to interest rate risk, and it is particularly exposed to the risk of variation of Euro interest rates, as most of its floating rate debt is denominated in Euro.
As a general rule, Sonae Indústria,SGPS does not hedge its exposure to floating interest rates.
As an exception to its general rule, Sonae Indústria may engage into interest rates derivatives. If this is the case, the following is observed:
Derivatives are not used for trading, profit making, or speculative purposes;
The Company only engage in derivative transactions with Investment Grade Financial Institutions;
Derivatives match exact periods, settlement dates and base interest rate of the underlying exposures;
Maximum financial charges on the aggregate of the derivative and the underlying exposures are always known and limited on the inception of the hedging period;
Quotes from at least two Financial Institutions are considered before closing any interest rate hedging deal.
ii) Other Price Risks
As at 31st December 2007, Sonae Indústria did not hold material investments classified as "available-for-sale".
b) Liquidity Risk Management Policy
Liquidity risk management in Sonae Indústria aims to ensure that the company is able to timely obtain the financing required to properly carry on its business activities, implement its strategy, and meet its payment obligations when due, while avoiding the need of having to obtain funding under unfavourable terms.
For this purpose, Liquidity management at the Group comprises:
consistent financial planning and cash flow forecasting at country and consolidated levels with different time horizons (weekly, monthly, annual and business plan);
diversification of financing sources;
diversification of the maturities of the debt issued in order to avoid excessive concentration of debt repayments in short periods of time;
arrangement of committed (and uncommitted) credit facilities, commercial paper programs, and other facilities (such as a Securitization of Receivables program) with relationship banks, ensuring the right balance between satisfactory liquidity and adequate commitment fees;
During the periods ended 31 December 2007 and 31 December 2006, movements in tangible assets, accumulated depreciation and impairment losses were as follows:
| Dez-07 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land & Building | Plant & Machinery | Vehicles | Tools | Fixtures & Fittings | Other Tangible Assets |
Tangible Assets in Progress |
Total | |
| Gross Value Opening Balance Mergers |
38.299 | 126.461 | 164.760 | |||||
| Acquisitions Disposals |
4.889 | 4.889 | ||||||
| Transfers Exchange rate effect |
2.349 | 2.540 | -4.889 | |||||
| Closing Balance | 40.647 | 129.001 | 169.648 | |||||
| Accumulated Depreciations & Imparment Losses |
||||||||
| Opening Balance Mergers |
14.326 | 114.370 | 128.695 | |||||
| Depreciations Disposals Transfers |
9.782 | 6.496 | 16.278 | |||||
| Exchange rate effect | ||||||||
| Closing Balance Net Value |
24.107 16.540 |
120.866 8.135 |
144.973 24.675 |
|||||
| Dez-06 | ||||||||
| Land & Building | Plant & Machinery | Vehicles | Tools | Fixtures & Fittings | Other Tangible Assets |
Tangible Assets in Progress |
Total | |
| Gross Value | ||||||||
| Opening Balance | 29.923 | 130.459 | 160.382 | |||||
| Mergers Acquisitions |
10.256 | 10.256 | ||||||
| Disposals | 3.998 | 1.880 | 5.878 | |||||
| Transfers | 8.376 | -8.376 | 0 | |||||
| Exchange rate effect | ||||||||
| Closing Balance | 38.299 | 126.461 | 0 | 164.759 | ||||
| Accumulated Depreciations & Imparment Losses |
||||||||
| Opening Balance Mergers |
5.928 | 107.355 | 113.282 | |||||
| Depreciations | 8.398 | 11.013 | 19.411 | |||||
| Disposals | 3.998 | 3.998 | ||||||
| Transfers | ||||||||
| Exchange rate effect | ||||||||
| Closing Balance | 14.326 | 114.370 | 128.695 | |||||
| Net Value | 23.973 | 12.091 | 36.064 |
During the periods ended 31 December 2007 and 31 December 2006, movements in intangible assets, accumulated depreciation and impairment losses were as follows:
| Dez-07 | ||||||
|---|---|---|---|---|---|---|
| R&D Expenses | Patents, Royalties & Other Rights |
Software | Other Intangible Assets |
Intangible Assets in Progress |
Total | |
| Gross Value | ||||||
| Opening Balance | 62 187 | 62 187 | ||||
| Mergers | ||||||
| Acquisitions Disposals |
3 150 | 3 150 | ||||
| Transfers | ||||||
| Exchange rate effect | ||||||
| Closing Balance | 62 187 | 3 150 | 65 337 | |||
| Accumulated Depreciations & Imparment Losses |
||||||
| Opening Balance | 33 168 | 33 168 | ||||
| Mergers | ||||||
| Depreciations | 12 438 | 12 438 | ||||
| Disposals | ||||||
| Transfers Exchange rate effect |
||||||
| Closing Balance | 45 606 | 45 606 | ||||
| Net Value | 16.581 | - | - | - | 3.150 | 19.731 |
| Dez-06 | ||||||
| R&D Expenses | Patents, Royalties & Other Rights |
Software | Other Intangible Assets |
Intangible Assets in Progress |
Total | |
| Gross Value | ||||||
| Opening Balance | 62 187 | 62 187 | ||||
| Mergers | ||||||
| Acquisitions | ||||||
| Disposals Transfers |
||||||
| Exchange rate effect | ||||||
| Closing Balance | 62 187 | 62 187 | ||||
| Accumulated Depreciations & Imparment Losses |
||||||
| Opening Balance Mergers |
20 730 | 20 730 | ||||
| Depreciations | 12 438 | 12 438 | ||||
| Disposals Transfers |
||||||
| Exchange rate effect | ||||||
| Closing Balance | 33 168 | 33 168 | ||||
| Net Value | 29.019 | - | - | - | - | 29.019 |
| Loans and |
Assets at fair value through |
Hedge | Available-for-sale | Assets out of scope of |
||||
|---|---|---|---|---|---|---|---|---|
| Note | receivables | profit or loss | derivatives | assets | Sub-total | IFRS 7 | Total | |
| 31 December 2007 | ||||||||
| Non current assets | ||||||||
| Available for sale investments | 6 | 117 922 | 117 922 | 117 922 | ||||
| Other non current assets | 8 | 680 160 458 | 680 160 458 | 680 160 458 | ||||
| Current assets | ||||||||
| Customers | 9 | 442 702 | 442 702 | 442 702 | ||||
| Other current debtors | 9 | 700 032 | 700 032 | 619 557 | 1 319 589 | |||
| Other current assets | 10 | 332 365 | 332 365 | |||||
| Derivative instruments | 20 | 136 807 | 136 807 | 136 807 | ||||
| Cash and cash equivalents | 11 | 89 410 824 | 89 410 824 | 89 410 824 | ||||
| Total | 770 714 016 | 136 807 | 117 922 | 770 968 745 | 951 922 | 771 920 667 | ||
| 31 December 2006 | ||||||||
| Non current assets | ||||||||
| Available for sale investments | 6 | 17 922 | 17 922 | 17 922 | ||||
| Other non current assets | 8 | 988 568 166 | 988 568 166 | 988 568 166 | ||||
| Current assets | ||||||||
| Customers | 9 | 776 381 | 776 381 | 776 381 | ||||
| Other current debtors | 9 | 7 970 | 7 970 | 371 449 | 379 419 | |||
| Other current assets | 10 | 144 204 | 144 204 | |||||
| Derivative instruments | 20 | |||||||
| Cash and cash equivalents | 11 | 97 771 288 | 97 771 288 | 97 771 288 | ||||
| Total | 1087 123 805 | 17 922 | 1087 141 727 | 515 653 | 1087 657 380 | |||
| Note | Liabilities at fair value through profit or loss |
Hedge derivatives |
Other financial Liabilities |
Sub-total | Liabilities out of scope of IFRS 7 |
Total | ||
| 31 December 2007 | ||||||||
| Non current liabilities | ||||||||
| Bank loans - net of short term portion | 13 | 75 625 000 | 75 625 000 | 75 625 000 | ||||
| Debentures - net of short term portion | 13 | 431 336 457 | 431 336 457 | 431 336 457 | ||||
| Current assets | ||||||||
| Bank loans | 13 | 6 250 000 | 6 250 000 | 6 250 000 | ||||
| Debentures | 13 | 100 000 000 | 100 000 000 | 100 000 000 | ||||
| Trade creditors | 15 | 612 675 | 612 675 | 612 675 | ||||
| Other creditors | 16 | 86 308 938 | 86 308 938 | 874 092 | 87 183 030 | |||
| Other current liabilities | 17 | 8 937 489 | 8 937 489 | |||||
| Total | 700 133 070 | 700 133 070 | 9 811 581 | 709 944 651 | ||||
| 31 December 2006 | ||||||||
| Non current liabilities Bank loans - net of short term portion |
13 | 82 825 000 | 82 825 000 | 82 825 000 | ||||
| Debentures - net of short term portion | 13 | 530 273 929 | 530 273 929 | 530 273 929 | ||||
| Current assets | ||||||||
| Bank loans | 13 | 6 250 000 | 6 250 000 | 6 250 000 | ||||
| Trade creditors | 15 | 494 315 | 494 315 | 494 315 | ||||
| Other creditors | 16 | 114 895 574 | 114 895 574 | 240 479 | 115 136 053 | |||
| Other current liabilities | 17 | 7 054 935 | 7 054 935 | |||||
| Total | 734 738 818 | 734 738 818 | 7 295 414 | 742 034 232 |
At 31 December 2007 and 31 December 2006, details of investments were as follows:
| 31.12.2007 | 31.12.2006 | ||||
|---|---|---|---|---|---|
| Non Current | Current | Non Current | Current | ||
| Investment Group Companies | |||||
| Opening Balance | 634.824.394 | 754.797.511 | |||
| Acquisition | 341.106.989 | 156.753 | |||
| Disposal | (42.588.781) | (120.129.870) | |||
| Closing Balance | 933.342.602 | 634.824.394 | |||
| Accumulated Imparement Losses | (11.500.469) | (11.500.469) | |||
| 921.842.133 | 623.323.924 | ||||
| Other financial aplications | |||||
| Opening Balance | 17.922 | 17.922 | |||
| Acquisition | 100.000 | - | |||
| Disposal | - | - | |||
| Closing Balance | 117.922 | 17.922 | |||
| Derivate financial instruments | |||||
| Opening Balance | |||||
| Acquisition | |||||
| Disposal | |||||
| Closing Balance | 136.807 | ||||
| 136.807 | |||||
| 921.960.055 | 136.807 | 623.341.846 | - | ||
The amount recognised as disposal of Investments in Group Companies relates to the liquidation of Sonae Espanha amounting to 9.976 euros and to the reduction in share capital of several group companies.
The investment in Agloma – Soc.Ind.de Madeira Aglomerada,S.A. was reduced by 24.908.450 euros;
The investment in Sonae Industria – Produção e Comercialização de Derivados de Madeira,S.A. was reduced by 843.300 euros;
The investment in Siaf Imobiliária,S.A. was reduced by 4.990 euros;
The investment in Sonae Industria de Revestimentos,S.A. was reduced by 16.822.065 euros.
The amount recognized during the period as acquisition under Investments in Group Companies is related to:
The acquisition of 51% of share capital of Ipaper – Industria de Papeis Impregnados,S.A from Investalentejo, SGPS, SA for the amount of 24 900 euros and an additional increase in investment on this company to offset accumulated losses in. the amount of 100 000 euros.;
Acquisition of 130.000 shares of Imoplamac – Gestão de Imóveis,S.A. amounting to 6.000.000 euros:
Acquisition in the Madrid stock exchange of 32.482.393 shares of Tafisa – Tableros de Fibras,S.A. amounting to 50.022.885 euros;
Increase in capital share of Tafisa – Taberos de Fibras,S.A.: Sonae Industria,SGPS,S.A. subscribed for and fully paid up 184.608.252 shares amounting to 284.959.204 euros.
The amount recognized in the period as acquisitions under the item Other financial applications is related to the subscription for 20.000 participation units of INEGI in the amount of 100 000 euros.
Interest rate hedge derivatives of Sonae Industria 2005/2008 bonds ( note 2) were recorded at fair value.
The accumulated impairment losses relate to the investment in Agloma – Sociedade de Madeiras Aglomeradas,S.A., Maiequipa – Gestão Florestal,S.A. and Sonae Indústria Brasil.
At 31 December 2007, Sonae Industria,SGPS had the following holdings in Group and Associated Companies:
| % | Acquisition | Shareholder´s | Net | |
|---|---|---|---|---|
| Share | Value | Funds | Profit | |
| Dez-07 | Dez-07 | |||
| 100,00% | 5.838.525 | 6.876.648 | 603.506 | |
| 100,00% | 3.438.885 | 675.941 | ||
| 100,00% | 8.180.114 | 6.692.989 | 642.179 | |
| 99,98% | 21.726.867 | 12.589.808 | 212.879 | |
| 100,00% | 6.000.000 | 1.063.415 | 237.075 | |
| 100,00% | 490.252 | 256.427 | ||
| 100,00% | 2.000.000 | 3.066.355 | 141.540 | |
| 20,00% | 159.615 | 1.674.112 | 276.873 | |
| 0,02% | 25.142 | 6.372.570 | 3.067.998 | |
| 96,63% | 849.919.750 | 502.375.424 | 13.209.390 | |
| 100,00% | 631.267 | 1.087.119 | 391.297 | |
| 0,02% | 5.000 | 68.692.631 | 9.159.735 | |
| 2,81% | 3.025.625 | 80.636.527 | 20.287.431 | |
| 0,20% | 5.000 | 3.544.812 | 931.065 | |
| 0,02% | 10 | 4.598.269 | 445.634 | |
| 100,00% | 31.896.550 | 23.161.370 | ||
| 29.577 a) -351 a) 1.034.648 a) |
a) The values recorded for the holdings in Agloma, Maiequipa and Sonae Industria Brasil were estimated to be higher than their recoverable value, therefore the company recognized impairment charges on prior year's balance sheet under the heading Investments in associated companies (note 18).
b) The amounts stated as shareholders' funds and net profit of Sonae Indústria, PCDM, SA were prepared in accordance with IFRS/IAS;
c) Changes in the acquisition cost of Movelpartes – Componentes para a Indústria de Mobiliário, S.A. and Euroresinas – Indústrias Químicas, S.A. are due to the merger processes which took place in both companies during the period;
d) In 2007 several group companies reduced share capital by cancellation of shares: - Sonae Indústria de Revestimentos, S.A. reduced share capital by 16 825 200 euros, from previous 26 825 200 euros to 10 000 000 euros by means of cancellation of 3 365 040 shares owned by Sonae Indústria, SGPS, SA, with a face value of 5 euros;
Agloma – Sociedade Industrial de Madeira Aglomerada, S.A. reduced share capital by 24 949 000 euros, from previous 25 000 000 euros to present 51 000 euros by means of cancellation of 8 110 treasury shares and 4 981 690 shares owned by Soane Indústria, SGPS, SA, with a face value of 5 euros.
Siaf – Imobiliária, S.A. reduced share capital by 22 949 000 euros, from previous 23 000 000 euros to present 51 000 euros, by means of cancellation of 106 540 treasury shares, 4 482 262 shares owned by Tafiber, Tableros de Fibras Ibéricos, SL and 998 shares owned by Sonae Indústria, SGPS, SA, with a face value of 5 euros;
Sonae Indústria – Produção e Comercialização de Derivados de Madeira, S.A. reduced share capital by 30 000 000 euros, from previous 48 868 700 euros to present 18 868 700 euros, by means of cancellation of 3 376 394 shares owned by Tafiber, Tableros de Fibras Ibéricos, SL, 2 454 946 shares owned by Somit Imobiliária, SA and 168 660 shares owned by Sonae Indústria, SGPS, SA, with a face value of 5 euros.
Details of deferred tax asset at December 31, 2007 and December 31, 2006 were as follows:
| Deferred tax assets | ||||
|---|---|---|---|---|
| 31.12.07 | 31.12.06 | |||
| 3.047.624 | 3.047.624 | |||
| - | - | |||
| 6.200.000 | - | |||
| 9.247.624 | 3.047.624 | |||
| 31.12.07 | 31.12.06 | |||
| 3.047.624 | 0 | |||
| - | 3.047.624 | |||
| 6.200.000 | - | |||
| 6.200.000 | 3.047.624 | |||
| 3.047.624 | ||||
| Deferred tax assets 9.247.624 |
Details of Other Non Current Assets at December 31, 2007 and December 31, 2006, were as follows:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Loans Granted To Group Companies (Nota 2.2 e 22) | 680 160 458 | 988 969 071 |
| Other Loans Granted | 0 | 0 |
| Tax Recoverable | 0 | 0 |
| Other Non- Current Assets | 0 | 0 |
| 680 160 458 | 988 969 071 | |
| Accumulated Imparment Losses (Nota 18) | 400 905 | |
| 680 160 458 | 988 568 166 |
Loans granted to Group companies have a medium and long term maturity and they yield interest at an average rate of 5,516%.
At 31 December 2007 and 31 December 2006, details of Current Trade Debtors were as follows:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Current Accounts | 442 702 | 776 381 |
| Bills Receivable | 0 | 0 |
| Doubtful Debtors | 0 | 0 |
| 442 702 | 776 381 | |
| Accumulated Imparment Losses | 0 | 0 |
| 442 702 | 776 381 |
At 31 December 2007 and 31 December 2006, detail of trade debtors maturities was as follows:
| Ageing of Trade Debtors | ||||
|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | |||
| Not Due | 408.873 | 732.962 | ||
| Due and not impaired | ||||
| 0 - 30 days | 33.829 | 43.419 | ||
| 30 - 90 days | 0 | 0 | ||
| + 90 days | 0 | 0 | ||
| 33.829 | 43.419 | |||
| Due and impaired | ||||
| 0 - 90 days | 0 | 0 | ||
| 90 - 180 days | 0 | 0 | ||
| 180 - 360 days | 0 | 0 | ||
| + 360 days | 0 | 0 | ||
| 0 | 0 | |||
| Total | 442.702 | 776.381 |
At 31 December 2007 and 31 December 2006, details of Other Current Trade Debtors and State and other public entities were as follows:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| State & Other Public Entities | ||
| Income Tax | 1 025 846 | 960 725 |
| Value Added Tax | 305 348 | 173 452 |
| Social Security Contribuitions | ||
| Others Debtors | 619 557 | 371 449 |
| Assets out of scope of IFRS7 | 1 950 751 | 1 505 626 |
| Other Debtors | 700.032 | 7.970 |
| Financial instruments | 700.032 | 7.970 |
At 31 December 2007 and 31 December 2006, Others Debtors matured as follows:
| Ageing of Other Debtors | ||||
|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | |||
| Not Due Due and not impaired |
0 | 0 | ||
| 0 - 30 days | 700.032 | 7.970 | ||
| 30 - 90 days | 0 | 0 | ||
| + 90 days | 0 | 0 | ||
| 700.032 | 7.970 | |||
| Due and impaired | ||||
| 0 - 90 days | 0 | 0 | ||
| 90 - 180 days | 0 | 0 | ||
| 180 - 360 days | 0 | 0 | ||
| + 360 days | 0 | 0 | ||
| 0 | 0 | |||
| Total | 700.032 | 7.970 |
Details of Other Current Assets at 31 December 2007 and 31 December 2006 were the following:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Accrued Revenue | 327 375 | 137 696 |
| Deferred Costs | 4 990 | 6 507 |
| 332 365 | 144 204 | |
| Accumulated Impairment Losses | 0 | 0 |
| Assets out of scope of IFRS7 | 332 365 | 144 204 |
Other current assets mainly include interest due but not paid related to loans to group companies.
At 31 December 2007 and 31 December 2006 detail of Cash and cash equivalents was the following:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Cash at Hand | 1 192 | 957 |
| Deposits | 247 565 | 61 318 245 |
| Treasury Apllications | 89 162 066 | 36 452 086 |
| Cash & Cash Equivalents - Balance Sheet | 89 410 824 | 97 771 288 |
| Bank Overdrafts | 0 | 0 |
| Cash & Cash Equivalents - Cash Flows Statement | 89 410 824 | 97 771 288 |
Cash & equivalents comprises cash at hand, deposits, treasury applications and term deposits with less than three months maturity, and for which the risk of value change is insignificant.
The item Treasury applications is composed by a Cash Reserve of 18.481.066 euros related to the Group Securitization program, and by various financial operations with Group companies amounting to 70.681.600 euros.
On December 31, 2007, the share capital, fully underwritten and paid, is represented by 140.000.000 ordinary shares, not entitled to fixed income, with a face value of 5 euros.
The following entity had more than 20% of the subscribed capital on 31 December 2007:
| Entity | % |
|---|---|
| Efanor Investimentos, SGPS, S. A. | 31,9 |
At 31 December 2007 and 31 December 2006 Sonae Industria, SGPS, S.A had the following outstanding loans:
| 31.12.07 | 31.12.06 | |||||||
|---|---|---|---|---|---|---|---|---|
| Reductions/Repayments | Nominal Value | Reductions/Repayments | Nominal Value | |||||
| Current | Non Current | Current | Non Current | Current | Non Current | Current | Non Current | |
| Bank Loans | 6 250 000 | 15 625 000 | 6 250 000 | 15 625 000 | 6 250 000 | 21 875 000 | 6 250 000 | 21 875 000 |
| Debentures | 100 000 000 | 431 336 457 | 100 000 000 | 435 000 000 | 530 273 929 | 535 000 000 | ||
| Obligations Under Finance Leases | ||||||||
| Other Loans | 60 000 000 | 60 000 000 | 60 950 000 | 60 950 000 | ||||
| Bank Overdrafts | ||||||||
| Hedge Derivatives | ||||||||
| Gross Debt | 106 250 000 | 506 961 457 | 106 250 000 | 510 625 000 | 6 250 000 | 613 098 929 | 6 250 000 | 617 825 000 |
| Investments | ||||||||
| Cash & Cash Equivalents - Balance Sheet | 89 410 824 | 89 410 824 | 97 771 288 | 97 771 288 | ||||
| Net Debt | 16 839 176 | 506 961 457 | 16 839 176 | 510 625 000 | - 91 521 288 | 613 098 929 | - 91 521 288 | 617 825 000 |
| Total Net Debt | 523 800 633 | 527 464 176 | 521 577 641 | 526 303 712 |
The loans have the following repayment schedule:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| 2007 | 67 200 000 | |
| 2008 | 106 250 000 | 106 250 000 |
| 2009 | 86 250 000 | 86 250 000 |
| 2010 | 191 250 000 | 156 250 000 |
| 2011 | 3 125 000 | 3 125 000 |
| Após 2011 | 230 000 000 | 205 000 000 |
| 616 875 000 | 624 075 000 | |
At December 31, 2007, the contracted loans are summarized as follows:
a) Sonae Indústria 2004 bonds, issued on 15 October 2004, with a principal of 80.000.000 euros. Principal will be paid in a single bullet payment 5 years after issue date. Interest is calculated using Euribor 6 months plus 87.5 basis points and paid semi annually in arrears on 15 April and 15 October;
b) Sonae Indústria 2005/2013 bonds, issued on 31 March 2005, with a principal amount of 55.000.000 euros, and a bullet repayment 8 years after issue date. Interest is calculated using Euribor 6 months plus 87.5 basis points, paid semi annually in arrears on 31 March and 30 September;
c) Sonae Indústria 2005/2008 bonds, issued on 27 April 2005, with a principal amount of 100.000.000 euros and a bullet repayment 3 years after issue date. Interest is calculated using Euribor 6 months plus 100 basis points, paid semi annually in arrears on 27 April and October;
d) Sonae Indústria 2005/2010 bonds, issued on 27 April 2005, with a principal amount of 150.000.000 euros and a bullet repayment 5 years after issue date. Interest is calculated using Euribor 6 months plus 110 basis points, paid semi annually in arrears on 27 April and October.
e) During 1H05 a loan contracted by Sonae SGPS SA with the European Investment Bank, in the total amount of 50.000.000 euros, was transferred to Sonae Indústria SGPS, SA. The loan pays interest quarterly, at market rates, and will be redeemed in 16 consecutive and equal semi annual instalments, the first of which occurred on 30 June 2003. On 31 December 2007, the principal outstanding was 21 875 000 euros;
f) Sonae Indústria 2006/2014: 50.000.000 euros Bond issued on 28 March 2006, to be repaid in one payment at maturity in 8 years. Interest is calculated on EURIBOR 6 months plus 87.5 basis points and will be paid twice a year on 28 March and 28 September;
g) On 25 January 2006, Sonae Indústria signed a Commercial Paper agreement of up to 100.000.000 euros, with a number of financial institutions. The programme matures on 27 January 2016. At 31 December 2007, the balance was keep at 60.000.000 euros. Interest is calculated at the Euribor rate that matches the maturity of the issue.
h) Sonae Indústria 2006/2013 50.000.000 euros Bond issued on 3 July 2006, to be repaid in one payment at maturity in 7 years. The company has the option of total or partial repayment (by reduction of nominal value of bonds) from July 2011. Interest is calculated on EURIBOR 6 months plus 86 basis points and will be paid twice a year on 3 January and 3 July;
i) Sonae Indústria 2006/2014 (second issue) 50.000.000 euros Bond issued on 2 August 2006, to be repaid in one payment at maturity in 8 years. Interest is calculated on EURIBOR 6 months plus 80 basis points and will be paid twice a year on 2 February and 2 August;
Sonae Industria – Produção e Comercialização de Derivados de Madeira, S.A, has an insurance contract for employees under which they will receive at retirement age (65) the equivalent of 24 months salary. All employees hired up to 31/12/94 are covered by this contract, Sonae Indústria, SGPS, S.A. employees are also covered by this plan.
It is a Defined Benefits Plan in the form of an insurance contract, established with Fidelidade, an insurance company.
According to actuarial studies carried out by the fund manager, total liabilities for services provided, taking into account salary growth, amounted to 345.830 euros and the market value of the fund is 107.751 euros. The company had a provision of 238.079 euros.
The actuarial assumptions were as follows:
Pension Growth Rate:0% Forecasted Income Rate: 6% Expected Salary Growth Rate: 3% Technical Actuarial Rate: 4% Mortality Rate: TV 88/90
At 31 December 2007 and 31 December 2006 all amounts recorded under this item resulted from normal operations.
Trade creditors mature as follow:
| Maturity of Trade Creditors | ||||
|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | |||
| To be paid | ||||
| < 90 days | 612.675 | 494.315 | ||
| 90 - 180 days | 0 | 0 | ||
| > 180 days | 0 | 0 | ||
| 612.675 | 494.315 |
| 31.12.07 | 31.12.06 | |
|---|---|---|
| State & Other Public Entities | ||
| Income Tax | 321 076 | 545 251 |
| Social Security Contributions | 31 106 | 26 463 |
| Others | 80 | 50 |
| Liabilities out of scope of IFRS7 | 352 261 | 571 764 |
| Other Creditors | ||
| Loans From Group Companies (Nota 22) | 86 308 938 | 114 894 000 |
| Fixed Assets Suplliers | 47 | |
| Fornecedores Imobil. c/c CP | 1 528 | |
| Others | ||
| Financial Instrumets | 86.308.938 | 114.895.574 |
| Others Creditors | 874.092 | 240.479 |
| Liabilities out of scope of IFRS7 | 874.092 | 240.479 |
At 31 December 2007 and 31 December 2006 details of this item were as follows:
The Company and its subsidiaries each year grant their employees that belong to the functional group Executive a compensation which is related to the value added in the period for the shareholders. This compensation will be paid after a three-year period if the employee is still in the Group.
This liability is stated on the balance sheet under Other creditors and is stated on the profit and loss statement under Personnel costs. If the employee ceases functions during the period over which payment of previously recognised liabilities is deferred, liabilities will be derecognised from the balance sheet against Personnel costs on the profit and loss statement.
At 31 December 2007 and 31 December 2006 this item had the following detail:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Accrued Costs | ||
| Insurance | 955 | 4 913 |
| Holidays | 198 427 | 235 673 |
| Bonus | 604 762 | 430 590 |
| Interests | 7 723 898 | 6 377 259 |
| External Supllies & Services | 409 447 | 6 500 |
| Liabilities out of scope of IFRS7 | 8 937 489 | 7 054 935 |
Changes in provisions and accumulated impairment losses during the period ended December, 2007 were the following:
| Description | Opening Balance | Increases | Utilisation | Reductions | Closing Balance |
|---|---|---|---|---|---|
| Accumulated Imparment Losses on Investments (Nota 6) | 11 500 469 | 0 | 0 | 0 | 11 500 469 |
| Accumulated Imparment Losses on Other Non Current Assets (Nota 8 ) | 400 905 | 0 | 0 | 400 905 | 0 |
| 11 901 374 | 0 | 0 | 400 905 | 11 500 469 |
Impairment losses are offset against the corresponding asset. Reduction of impairment losses on Other non current assets is related to the loan to the subsidiary Sonae Espanha which was written off when this company was liquidated.
In 2007, charges for operational lease payments in the amount of 126.293 euros were recorded on the profit and loss statement. In 2006, operational lease payments amounted to 64.722 euros.
In addition, at the balance sheet date, the company had irrevocable operational lease contracts with the following payment maturities:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| 2007 | 47.925 | |
| 2008 | 119.364 | 34.638 |
| 2009 | 95.659 | 14.750 |
| 2010 | 73.908 | |
| After 2010 | 23.595 | |
| 312.526 | 97.313 |
The fair value of derivative instruments are stated as follows:
| Other Current Assets | |||
|---|---|---|---|
| 31.12.07 | 31.12.06 | ||
| Derivatives at fair value throught reserves | 136.807 | - | |
| 136.807 | - |
Maturity of derivatives instruments
| 2008 | 2009 | |
|---|---|---|
| Derivatives at fair value throught reserves | 145.789 | -8.982 |
| 145.789 | -8.982 |
They are made up by interest rate derivatives, mainly swaps, which consist on cash flow hedges. Changes in the fair value of these financial instruments were recorded under Hedging reserves, included in the caption Reserves and retained earned on the balance sheet, for the amount of 95 244 euros. No amounts related to instruments which matured in 2007 were transferred from reserves to profit or loss
The liquidity risk described on note 2.17., b), related to gross debt referred to on note 13, can be analysed as follows:
| Maturity of gross debt (Nota 13) |
Interest | Total | |
|---|---|---|---|
| 2008 | 106.250.000 | 29.811.566 | 136.061.566 |
| 2009 | 86.250.000 | 27.960.684 | 114.210.684 |
| 2010 | 191.250.000 | 23.833.519 | 215.083.519 |
| 2011 | 3.125.000 | 14.173.572 | 17.298.572 |
| 2012 | 25.000.000 | 20.290.579 | 45.290.579 |
| 2013 | 105.000.000 | 11.196.331 | 116.196.331 |
| >2013 | 100.000.000 | 4.030.133 | 104.030.133 |
| 616.875.000 | 131.296.384 | 748.171.384 |
The calculation of interest in the previous table was based on interest rates at 31 December 2007 applicable to each item of debt. Gross debt maturing in 2008 includes scheduled repayment of debt along with the repayment of debt as at end 2007 maturing within less than one year (although some credit limits might be rolled over).
| Total amount of hired credit limit |
||
|---|---|---|
| 31.12.2007 | 31.12.2006 | |
| Commitment < 1 ano | 30.000.000 | 45.000.000 |
| Commitment > 1 ano | 60.000.000 | |
| Total 90.000.000 |
45.000.000 |
The analysis of interest rate risk, described on note 2.17., a), i), consisted on calculating the way net profit before tax would had been impacted if there would had been a change of +0.75 or -0.75 percentage points in actual 2007 interest rates.
| Sensitivity Analysis | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2007 | 2006 | |||||||
| "Notional" | Effect in profit and loss (Euros) |
"Notional" | Effect in profit and loss (Euros) |
|||||
| 0,75% | -0,75% | 0,75% | -0,75% | |||||
| Gross Debt | ||||||||
| Group | -86.308.938 | -755.406 | 755.406 | -114.894.000 | -968.949 | 968.949 | ||
| External | -616.875.000 | -3.395.064 | 3.395.064 | -624.075.000 | -2.910.827 | 2.910.827 | ||
| -703.183.938 | -4.150.470 | 4.150.470 | -738.969.000 | -3.879.775 | 3.879.775 | |||
| Financial Investments | ||||||||
| 50.000.000 | ||||||||
| 50.000.000 | ||||||||
| Loans to Group Companies | 750.841.458 | 6.477.405 | -6.477.405 | 1.005.278.071 | 6.905.815 | -6.905.815 | ||
| Treasury Applications | 18.481.066 | 219.151 | -219.151 | 20.143.086 | 158.528 | -158.528 | ||
| 769.322.524 | 6.696.556 | -6.696.556 | 1.025.421.157 | 7.064.342 | -7.064.342 | |||
| 2.546.086 | -2.546.086 | 3.184.567 | -3.184.567 |
Balances and transactions with related parties may be summarized as follows:
| Transactions | Sales & Services Rendered |
Purchases & Acquired Services |
Interest Income | Interest Expenses | ||||
|---|---|---|---|---|---|---|---|---|
| 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | |
| Parent Company & Group Companies - Agloma |
2 793 177 1 636 |
3 039 763 1 842 |
1 249 426 | 1 155 071 | 45 354 962 | 38 284 683 | 4 082 404 1 391 897 |
3 752 982 1 509 905 |
| - Agloma Investimentos | 2 426 | 255 966 | ||||||
| - Ecociclo | 8 213 | 10 339 | 75 488 | 91 062 | ||||
| - Ecociclo II | 16 198 | |||||||
| - Euroresinas | 13 164 | 25 020 | 1 551 802 | 935 816 | 217 | 112 | ||
| - Glunz | 597 079 | 639 200 | ||||||
| - Imoplamac | 3 273 | 3 684 | 13 174 | 151 687 | ||||
| - SInd-pcdm | 347 088 | 461 485 | 473 886 | 78 429 | 2 515 101 | 949 401 | 532 | |
| - Isoroy | 434 878 | 532 866 | ||||||
| 3 273 | 4 073 | 60 555 | 51 158 | |||||
| - Maiequipa | ||||||||
| - Movelpartes | 4 049 | 7 285 | 75 033 | 24 990 | ||||
| - Resoflex | 1 500 | 9 254 | 24 294 | 22 254 | ||||
| - Sc - Consultadoria | 17 332 | 980 | ||||||
| - Siaf Imobiliária | 3 273 | 3 684 | 134 411 | 331 435 | 454 418 | |||
| - Siaf Energia | 1 985 | 2 318 | 239 450 | 244 619 | 13 494 | |||
| - Sonae Industria Revestimentos - Socelpac |
22 086 | 13 777 | 8 379 | 142 931 | 138 707 | 325 627 | 570 191 502 230 |
|
| - Somit | 1 636 | 1 842 | 1 396 | |||||
| - Somit Imobiliária | 1 636 | 1 842 | 1 606 839 | 660 921 | ||||
| - Solinca | 28 262 | 54 852 | ||||||
| - Sonae ,sgps | 363 896 | 319 582 | ||||||
| - Sonae Uk | 205 523 | 165 033 | 8 051 | 238 761 | ||||
| - Spanboard | 33 500 | 4 220 | ||||||
| - Sonae Serviços de Gestão | 7 855 | 4 123 | 55 001 | 44 588 | 193 | 57 602 | 7 429 | |
| - Sonae Tafisa Benelux | 8 102 | |||||||
| - Tafisa Canadá | 398 545 | 374 279 | 887 | |||||
| - Tafisa Espanha | 377 991 | 528 599 | 826 | 16 559 | ||||
| - Tafisa South Africa | 358 496 | 206 451 | 488 | |||||
| - Tavapan | 1 165 | |||||||
| - Taiber | 40 467 740 | 36 012 434 | ||||||
| - Tradema | 1 261 | |||||||
| - Imosede | 21 028 | 8 650 | ||||||
| - Novis | 4 015 | 3 441 | ||||||
| - Mch | 20 701 | |||||||
| - Praedium III | 9 018 | 5 269 | ||||||
| - Optimus | 16 759 | 15 679 | ||||||
| - Mds | 6 960 | |||||||
| - Digitmarket | 376 | |||||||
| - Smp | 180 | |||||||
| - Cronosaude | 1 370 | |||||||
| - Efanor | 66 000 | |||||||
| - Sonae Imobiliária III | 918 | |||||||
| - Box Lines | 2 845 | |||||||
| - Equador | 167 168 | 181 774 | ||||||
| Associated Companies | 3 409 | 10 047 | ||||||
| - Ipaper | 3 409 | 10 047 | ||||||
Remuneration of the Board of Directors of the Company is detailed as follows:
| Total fixed salaries: 701.839 | |
|---|---|
| Total bonus: | 261.902 |
| 963.741 |
| Balance | Accounts Receivable | Accounts Payable | Loans | |||||
|---|---|---|---|---|---|---|---|---|
| Obtained | Granted | |||||||
| 31.12.06 | 31.12.06 | 31.12.06 | 31.12.06 | 31.12.06 | 31.12.06 | 31.12.06 | 31.12.06 | |
| Parent Company & Group Companies | 442 702 | 776 382 | 490 872 | 212 892 | 86 308 938 | 114 894 000 | 750 841 458 | 988 969 071 |
| - Agloma | 165 | 186 | 23 170 000 | 47 951 000 | ||||
| - Agloma Investimentos | 11 167 938 | |||||||
| - Ecociclo | 901 | 1 043 | 741 966 | 312 486 | ||||
| - Ecociclo II | 1 597 000 | |||||||
| - Euroresinas | 1 650 | 14 302 | 31 568 916 | 20 934 190 | ||||
| - Sonae Espanha | 400 905 | |||||||
| - Glunz | 81 569 | 158 736 | ||||||
| - Imoplamac | 330 | 371 | 3 353 000 | |||||
| - SInd-pcdm | 66 952 | 109 615 | 28 238 | 21 353 | 68 414 822 | 18 031 073 | ||
| - Isoroy | 60 918 | 137 508 | ||||||
| - Maiequipa | 330 | 411 | 1 189 193 | 846 406 | ||||
| - Movelpartes | 558 | 2 698 | 2 965 000 | 1 403 000 | ||||
| - Resoflex | 929 | 918 000 | ||||||
| - Sc - Consultadoria | 5 244 | 2 702 | ||||||
| - Siaf Imobiliária | 330 | 743 | 16 658 000 | 4 732 489 | ||||
| - Siaf Energia | 199 | 234 | 1 065 000 | 4 214 405 | 4 006 905 | |||
| - Sonae Industria Revestimentos | 2 294 | 4 879 | 865 | 1 260 | 16 708 000 | 5 185 000 | ||
| - Socelpac | ||||||||
| - Somit | 165 | 186 | ||||||
| - Somit Imobiliária | 165 | 186 | 46 161 000 | 30 067 000 | ||||
| - Solinca | 2 850 | 49 284 | ||||||
| - Sonae ,sgps | 50 447 | 90 647 | ||||||
| - Sonae Uk | 48 939 | 49 156 | 3 155 | |||||
| - Spanboard | 2 792 | 4 220 | ||||||
| - Sonae Serviços de Gestão | 842 | 416 | 5 546 | 4 496 | 1 780 000 | 1 189 000 | ||
| - Sonae Tafibra Benelux | 675 | |||||||
| - Tafisa Canadá | 84 551 | 113 002 | ||||||
| - Tafisa Espanha | 56 177 | 112 645 | 345 822 | 140 | ||||
| - Tafisa South Africa | 29 875 | 53 011 | 483 | |||||
| - Taiber | 629 844 667 | 944 337 106 | ||||||
| - Tradema | 5 794 | 10 621 | ||||||
| - Tavapan | 97 | |||||||
| - Efanor | 19 965 | |||||||
| - Novis | 837 | 491 | ||||||
| - Optimus | 2 102 | 2 182 | ||||||
| - Box Lines | 3 442 | |||||||
| 1 005 | ||||||||
| - Praedium III - Mds |
109 | |||||||
| 5 019 | ||||||||
| - Mch | 27 952 | 23 909 | ||||||
| - Equador | ||||||||
| Associated Companies | 1 940 | 100 000 | ||||||
| - Ipaper | 1 940 | 100 000 |
Details of Services Rendered are presented below:
| Services Rendered | 31.12.07 | 31.12.06 | |
|---|---|---|---|
| Internal Cmmunication | 299.356 | 351.121 | |
| Consolidation & Management Control | 129.390 | ||
| Legal | 142.723 | 165.792 | |
| Health & security | 100.267 | 454.438 | |
| Administration | 1.369.875 | 1.254.827 | |
| Engineering | 491.349 | 272.951 | |
| Others | 393.018 | 421.292 | |
| TOTAL | 2.796.587 | 3.049.812 |
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Taxes | 226.039 | 96.453 |
| Losses in disposal financial investments | 9.976 | 74.044.674 |
| Others | 57.624 | 63.981 |
| 293.639 | 74.205.108 |
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Financial Expenses: | ||
| Interest Expenses | 34 656 778 | 24 422 525 |
| Exchange Losses | 1 165 | 5 652 |
| Others | 464 328 | 637 381 |
| Financial Results | 11 995 281 | 13 822 301 |
| 47 117 552 | 38 887 859 | |
| Financial Revenues | ||
| Interest Income | 47 075 615 | 38 882 239 |
| Exchange Gains | 374 | 5 620 |
| Others | 41.563 | - |
| 47.117.552 | 38.887.859 |
The company received dividends of 5.403.768 euros from the following companies:
| Agloma – Soc.Ind.Madeira Aglomerada,S.A. | 1.068.190 € |
|---|---|
| Sonae Industria de Revestimentos,S.A. | 784.404 € |
| Sonae Industria – Produção e Comercialização Derivados Madeira,S.A. | 323.488 € |
| Imoplamac – Gestão de Imóveis,S.A. | 1.465.724 € |
| Maiequipa – Gestão Florestal,S.A. | 115.908 € |
| Euroresinas – Industrias Químicas,S.A. | 1.646.054 € |
The income and deferred taxation recorded at 31 December 2007 and 2006 were:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Income taxation | (655.394) | (672.279) |
| Deferred taxation | (6.200.000) | (3.047.624) |
| (6.855.394) | (3.719.903) |
The income taxation includes tax savings from the tax perimeter of 774.932 euros along with income tax on specific items and local taxes in the amount of 148 629 euros.
A deferred tax asset related to tax losses carried forward amounting to 6 200 000 euros was recognised as a result of expected taxable net profits to take place over the next periods.
Reconciliation of Earnings before taxes with taxes for the year may be detailed as follows:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Net income/(loss) before tax Income taxation |
14.334.629 3.583.657 |
21.882.981 6.017.820 |
| Non deductible incomes Non-deductible provisions (e.g. restructuring and other risks & charges) Non deductible assets adjustments (e.g.debt and inventory) Capital gains/losses on the sale of fixed assets |
20.538.643 | |
| Dividends | 1.350.942 | 5.694.196 |
| Others | 13.358 | 11.886 |
| 1.364.300 | 26.244.725 | |
| Non deductible losses Non-deductible provisions (e.g. restructuring and other risks & charges) Capital gains/losses on the sale of fixed assets |
446.319 | |
| Others | 158.469 | |
| Income taxation | 446.319 2.665.676 |
158.469 -20.068.435 |
| Utilisation of prior year losses without deferred tax assets | -2.665.676 | |
| Deferred tax assets recognized | -6.200.000 | -3.047.624 |
| Current tax - prior year adjustment | 148.620 | 12.179 |
| Fiscal saving from fiscal perimeter | -774.932 | -690.794 |
| Excess/insufficiency of valuation | -29.082 | 6.335 |
| -6.855.394 | -3.719.904 |
Earnings per share, excluding the effect of discontinued operations, were calculated as follows:
| 31.12.07 | 31.12.06 | |
|---|---|---|
| Net Profit | ||
| Net Profit Considered for Basic EPS Calculation (Periodic Net Profit) |
21 190 023 | 25 602 884 |
| Net Profit Considered for Diluted EPS Calculation | 21 190 023 | 25 602 884 |
| Number of Shares | ||
| Weighted Average Number of Shares for Basic EPS Calculation | 140 000 000 | 140 000 000 |
| Weighted Average Number of Shares for Diluted EPS Calculation | 140 000 000 | 140 000 000 |
| Net Profit Per Share | 0,151 | 0,183 |
During 2007, no effect from discontinued operations was recorded.
These financial statements were approved by the Board of Directors and authorised for issuance on 5 March 2008.
(Amounts expressed in Euros)
| ASSETS Notes 31.12.07 31.12.06 NON CURRENT ASSETS: Tangible assets 12 1 342 821 348 1 234 559 373 100 086 856 51 105 176 Goodwill 9, 15 10 836 148 510 166 Intangible assets 13 8 270 032 8 410 688 Investment properties 14 3 414 225 2 985 727 Associated undertakings and non consolidated undertakings 11 Investment available for sale 11 1 602 518 1 409 864 Deferred tax asset 16 48 605 752 60 007 308 Other non current assets 17 1 632 731 1 284 956 Total non current assets 1 517 269 610 1 360 273 258 CURRENT ASSETS: Inventories 18 257 715 327 213 971 609 Trade debtors 19 260 140 025 290 208 628 Other current debtors 20 21 839 466 23 056 810 State and other public entities 22 30 154 245 18 785 614 14 778 315 55 603 220 Other current assets 21 4 769 781 Investments 11 65 883 548 189 289 129 Cash and cash equivalents 23 Total current assets 650 510 926 795 684 791 TOTAL ASSETS 2 167 780 536 2 155 958 049 SHAREHOLDERS' FUNDS, MINORITY INTERESTS AND LIABILITIES Share capital 24 700 000 000 700 000 000 Legal Reserve 24 1 340 138 59 994 Reserves and retained earnings 24 - 184 863 692 - 212 328 870 Net profit (loss) for the period - Group 78 612 713 32 311 969 Total shareholders' funds 595 089 159 520 043 093 Minority interests 25 33 742 417 28 100 792 628 831 576 548 143 885 LIABILITIES: NON CURRENT LIABILITIES: Long term bank loans - net of short-term portion 26 187 543 520 134 085 215 Non convertible debentures 26 431 336 457 530 273 929 Long term Finance Lease Creditors - net of short-term portion 26 51 100 454 41 897 417 Other loans 26 34 506 252 95 856 073 Pensions liabilities 30 22 935 627 24 984 515 Other non current liabilities 29 124 751 509 111 284 832 Deferred tax liabilities 16 69 968 231 57 635 679 Provisions 34 40 061 308 35 380 272 Total non current liabilities 962 203 358 1 031 397 932 CURRENT LIABILITIES: Short term portion of long term bank loans 26 38 874 701 39 959 384 Short term bank loans 26 16 730 627 97 996 052 Short term portion of long term non convertible debentures 26 100 000 000 Short term portion of Finance Lease Creditors 26 3 465 063 2 483 759 Other loans 26 504 957 411 087 Trade creditors 31 226 228 686 258 824 535 Taxes and Other Contributions Payable 32 29 638 918 27 741 983 Other current liabilities 33 155 539 419 141 969 877 Provisions 34 5 763 231 7 029 555 Total current liabilities 576 745 602 576 416 232 |
IFRS | ||
|---|---|---|---|
| SHAREHOLDERS' FUNDS: | |||
| TOTAL SHAREHOLDERS' FUNDS | |||
| TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES | 2 167 780 536 | 2 155 958 049 |
The notes are an integral part of the consolidated financial statements
The Board of Directors
| IFRS | ||||
|---|---|---|---|---|
| Notes | 31.12.07 | 2º. Sem. 07 | 31.12.06 | |
| Operating revenues | ||||
| Sales | 42 | 2 056 119 499 | 984 040 028 | 1 692 333 903 |
| Services rendered | 42 | 10 165 769 | 4 766 196 | 6 981 465 |
| Negative goodwill | 9 | 685 753 | 426 059 | 19,565,777 |
| Other operating revenues | 3, 37 | 128 937 845 | 79 704 301 | 119 474 376 |
| Total operating revenues | 2 195 908 866 | 1 068 936 584 | 1 838 355 521 | |
| Operating costs | ||||
| Cost of sales | 1 016 305 254 | 466 719 378 | 847 678 904 | |
| (Increase) / decrease in production | - 17 237 755 | - 13 415 234 | - 7 873 782 | |
| External supplies and services | 524 439 121 | 255 620 804 | 463 165 266 | |
| Staff expenses | 290 460 537 | 147 946 144 | 244 471 593 | |
| Depreciation and amortisation | 12, 13 | 116 805 491 | 59 424 555 | 107 971 033 |
| Provisions and impairment losses | 3, 11, 12, 13, 34 | 32 970 366 | 26 426 596 | 35 088 175 |
| Other operating costs | 38 | 27 131 640 | 18 174 281 | 27 795 419 |
| Total operating costs | 1 990 874 654 | 960 896 524 | 1 718 296 608 | |
| Operational profit / (loss) | 205 034 212 | 108 040 060 | 120 058 913 | |
| Financial profits | 39 | 60 585 335 | 30 469 084 | 51 525 288 |
| Financial costs | 39 | 141 126 430 | 71 896 551 | 119 302 883 |
| Gains and losses in associated companies | 127 321 | - 28 884 | - 5 205 | |
| Gains and losses in investments | 82 274 | 1 199 | 72 557 | |
| Current profit / (loss) | 124 702 712 | 66 584 908 | 52 348 670 | |
| Taxation | 40 | 35 272 535 | 24 724 403 | 18 702 317 |
| Consolidated net profit / (loss) afer taxation | 89 430 177 | 41 860 505 | 33 646 353 | |
| Profit / (loss) after taxation from descontinued operations | - | - | - | |
| Consolidated net profit / (loss) for the period | 89 430 177 | 41 860 505 | 33 646 353 | |
| Attributable to: | ||||
| Equity Holders of Sonae Industria | 78 612 713 | 33 695 656 | 32 311 969 | |
| Minority Interests | 10 817 464 | 8 164 849 | 1 334 384 | |
| Profit/(Loss) per share | ||||
| Excluding discontinued operations: | ||||
| Basic | 41 | 0.5615 | 0.2407 | 0.2308 |
| Diluted | 41 | 0.5615 | 0.2407 | 0.2308 |
| From discontinued operations: | ||||
| Basic | 41 | - | - | - |
| Diluted | 41 | - | - | - |
The notes are an integral part of the consolidated financial statements
The board of directors
| Att ribu |
|||||||
|---|---|---|---|---|---|---|---|
| Res and erv es |
Min orit y |
Tot al |
|||||
| Sha re |
ine d reta |
Net | Inte ts res |
Equ ity |
|||
| Not es |
Ca pita l |
nin ear gs |
fit/( s) Pro Los |
Tot al |
|||
| Bal Jan t 1 y 2 006 anc e a s a uar |
700 00 0 0 00 |
- 25 2 8 48 817 |
36 383 59 1 |
483 53 4 7 74 |
44 960 79 3 |
528 49 5 5 67 |
|
| Ap pria tion of sol ida ted ult of 2 005 pro con res : |
|||||||
| Tra nsf o le gal and ain ed nin er t ret res erv es ear gs |
36 383 59 1 |
- 3 6 3 83 591 |
|||||
| Ch in c ion ang es onv ers res erv es Ch in f air val of h edg e fi cia l in stru nts ang es ue nan me |
- 12 74 6 6 92 |
- 12 74 6 6 92 |
- 1 785 92 5 |
- 14 53 2 6 17 |
|||
| , f ta ion et o xat n |
1 2 25 189 |
1 2 25 189 |
11 8 7 90 |
1 3 43 979 |
|||
| Inv nt i olid d c ies est ate me n c ons om pan Co Pr ofit for |
- 1 356 36 4 |
- 1 356 36 4 |
|||||
| lida ted /(Lo ss) the riod nso pe end ed at 3 1 D mb er 2 006 ece |
32 311 96 9 |
32 311 96 9 |
1 3 34 384 |
33 646 35 3 |
|||
| Oth ers |
15 717 85 3 |
15 717 85 3 |
- 1 5 1 70 886 |
54 6 9 67 |
|||
| Bal s 3 1 D mb er 2 006 anc e a ece |
700 00 0 0 00 |
- 2 12 268 87 6 |
32 311 96 9 |
520 04 3 0 93 |
28 100 79 2 |
548 14 3 8 85 |
|
| Bal t 1 Jan y 2 007 anc e a s a uar |
700 00 0 0 00 |
-21 2 2 68 876 |
32 311 96 9 |
520 04 3 0 93 |
28 100 79 2 |
548 14 3 8 85 |
|
| Ap pria tion of sol ida ted ult of 2 006 pro con res : nsf Tra er t o le gal and ret ain ed nin res erv es ear gs |
32 311 96 9 |
-32 31 1 9 69 |
|||||
| Ch in c ion ang es onv ers res erv es |
- 5 10 935 |
- 5 10 935 |
2 0 33 338 |
1 5 22 403 |
|||
| Ch in f air val of h edg e fi cia l in stru nts ang es ue nan me , net of tax atio n |
95 24 4 |
95 244 |
95 244 |
||||
| Inv nt i olid d c ies est ate me n c ons om pan |
-7 3 14 987 |
-7 3 14 987 |
|||||
| Co ofit /(Lo ss) for lida ted Pr the riod nso pe |
|||||||
| end ed at 3 1 D mb er 2 007 ece |
78 612 71 3 |
78 612 71 3 |
10 817 46 4 |
89 430 17 7 |
|||
| Oth ers |
-3 150 95 6 |
-3 150 95 6 |
105 81 0 |
-3 0 45 146 |
|||
| Bal s 3 1 D mb er 2 007 anc e a ece |
700 00 0 0 00 |
- 18 3 5 23 554 |
78 612 71 3 |
595 08 9 1 59 |
33 742 41 7 |
628 83 1 5 76 |
|
The notes are an integral part of the consolidated financial statements
The board of directors
(Amounts expressed in Euros)
| Receipts from trade debtors 2 038 157 176 1 673 124 336 Payments to trade creditors 1 585 970 495 1 273 235 770 Payments to staff 287 617 251 237 782 110 Net cash flow from operations 164 569 430 162 106 456 Payment / (receipt) of corporate income tax 20 759 615 9 659 575 Other receipts / payments relating to operating activities 67 877 118 40 058 705 211 686 933 192 505 586 Net cash flow from operating activities (1) INVESTMENT ACTIVITIES Cash receipts arising from: 27 299 494 81 944 704 Investments 62 294 623 1 147 225 Tangible and intangible assets 123 537 96 883 Loans granted 812 476 7 164 502 Investment subventions 4 525 330 4 764 495 Interest and similar charges 82 275 55 815 Dividends 95 137 735 95 173 624 Cash Payments arising from: 86 755 123 177 535 737 Investments 186 585 168 99 993 857 Tangible and intangible assets 1 265 810 329 270 Loans granted 274 606 101 277 858 864 - 179 468 366 - 182 685 240 Net cash used in investment activities (2) FINANCING ACTIVITIES Cash receipts arising from: 13 987 945 210 570 425 Loans obtained 30 090 000 Set up of jointly controlled companies 670 639 Increase in share capital 14 658 584 240 660 425 Cash Payments arising from: 130 306 896 123 741 992 Loans obtained 50 026 830 45 597 123 Interest and similar charges 3 162 143 5 893 556 Finance leases - repayment of principal Others 3 026 246 186 522 115 175 232 671 - 171 863 531 65 427 754 Net cash used in financing activities (3) - 139 644 964 75 248 100 Net increase in cash and cash equivalents (4) = (1) + (2) + (3) - 83 378 3 007 610 Effect of foreign exchange rate 188 716 342 116 475 852 Cash and cash equivalents at the beginning of the period 23 49 154 756 188 716 342 Cash and cash equivalents at the end of the period 23 |
OPERATING ACTIVITIES | Notes | 31.12.07 | 31.12.06 |
|---|---|---|---|---|
The notes are an integral part of the consolidated financial statements
The board of directors
FOR THE YEAR ENDED 31 DECEMBER 2007 (Amounts expressed in euros)
SONAE INDÚSTRIA, SGPS, SA, whose head-office is at Lugar do Espido, Via Norte, Apartado 1096, 4470-909 Maia, Portugal, is the parent company of a group of companies as detailed in notes 5 to 7 ("Group"). The Group's operations and business segments are described in Note 42.
The main accounting policies adopted in preparing the accompanying consolidated financial statements are as follows:
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), effective 1 January 2007.
International Financial Reporting Standard (IFRS) 7, effective for annual periods beginning on or after 1 January 2007, was applied for the first time on these consolidated financial statements.
In the year ended 31 December 2007 the following Interpretations issued in 2006 became applicable: IFRIC 7 – Applying the restatement approach under IAS 29 Financial reporting in
hyperinflationary economies; IFRIC 8 – Scope of IFRS 2, IFRIC 9 – Reassessment of embedded derivatives and IFRIC 10 – Interim financial reporting and impairment. These Interpretations had no relevant impact on the Group's accounting policies.
At 31 December 2007 the following standards and interpretations had been issued: IAS 23 – Borrowing costs (as revised in 2007), IFRS 8 – Operating segments, IFRIC 13 – Customer loyalty programmes, IFRIC 11 IFRS 2 – Group and treasury shares transactions and IFRIC 12 - Service concession arrangements. As these standards and interpretations were not compulsorily applicable for the year beginning 1 January 2007, the Group decided not to apply them. No relevant effects are estimated for future consolidated financial statements from the application of these standards and interpretations, except for IFRS 8 whose application is mandatory for annual periods beginning on or after 1 January 2009.
The accompanying consolidated financial statements have been prepared from the books and accounting records of the companies included in the consolidation (Note 5) on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value (Note 2.12).
The consolidation methods adopted by the Group are as follows:
Investments in companies in which the Group owns, directly or indirectly, more than 50% of the voting rights at Shareholders' General Meetings and is able to establish financial and operational policies so as to benefit from its activities (definition of control normally used by the Group), are included in the consolidated financial statements using the full consolidation method. Equity and net profit attributable to minority shareholders are shown separately, under the caption Minority interests, in the consolidated balance sheet and in the consolidated income statement, respectively. Companies included in the consolidated financial statements are listed in Note 5.
When losses attributable to minority interests exceed the minority interest in the equity of the Group company, the excess, and any further losses attributable to minority interests, are charged against the equity holders of Sonae except to the extent that minority shareholders have a binding obligation and are able to cover such losses. If the Group company subsequently reports profits, such profits are allocated to the equity holders of Sonae until the minority's share of losses previously absorbed by the equity holders of Sonae has been recovered.
Assets and liabilities of each Group company are measured at their fair value at the date of acquisition. Any excess of the cost of acquisition over the Group's interest in the fair value of the identifiable net assets acquired is recognised as goodwill (Note 2.2.d)). Any excess of the Group's share in the fair value of the identifiable net assets acquired over cost, is recognised as income in profit or loss for the period of acquisition, after reassessment of the estimated fair value. Minority interests include their proportion of the fair value of net identifiable assets and liabilities recognised on acquisition of Group companies.
The results of Group companies acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Adjustments to the financial statements of Group companies are performed, whenever necessary, in order to adapt accounting policies to those used by the Group. All intragroup transactions, balances, income and expenses and distributed dividends are eliminated on consolidation.
Financial investments in joint ventures (companies that the Group holds together with third parties and in which joint control is established in a shareholders' agreement) are accounted for through the proportionate consolidation method, as from the date the joint control is acquired or established. Under this method, the assets, liabilities, profits and losses of these companies are incorporated proportionately to the control attributable and line by line, in the Group's financial statements in appendix.
The excess value resulting from the difference between the acquisition cost and the fair value of the assets and liabilities of the joint-venture at the time of acquisition is recorded as goodwill (Note 2.2.d). If the difference between the acquisition cost and the fair value of the assets at the time of acquisition is negative, it is recognized as income in the period.
Transactions, balances and dividends between the companies are eliminated proportionately to the control attributable to the Group.
Joint-venture companies are detailed in note 6.
Investments in associated companies (companies where the Group exercises significant influence but does not establish financial and operational policies – usually corresponding to holdings between 20% and 50% in a company's share capital) are accounted for in accordance with the equity method.
Under the equity method, investments are recorded at cost, adjusted by the amount corresponding to the Group's share of changes in equity (including net profit) of associated companies and are offset against losses or profits in the period and against dividends received.
Any excess of the cost of acquisition over the Group's share in the fair value of the identifiable net assets acquired is recognised as goodwill (Note 2.2.d). Any excess of the Group's share in the fair value of the identifiable net assets acquired over cost is recognised as income in the profit or loss for the period of acquisition, in results related to associated companies.
An assessment of investments in associated companies is performed when there is an indication that the asset might be impaired. Any impairment loss is disclosed in the income statement. Impairment losses recorded in prior years that are no longer justifiable, are reversed.
When the Group's share of losses exceeds the carrying amount of the investment, the investment is reported at nil value and recognition of losses is discontinued, unless the Group is committed beyond the value of its investment.
The Group's share in unrealized gains arising from transactions with associated companies is eliminated. Unrealized losses are eliminated, but only to the extent that there is no evidence of impairment of the asset transferred.
Investments in associated companies are disclosed in Note 7.
The excess of the cost of acquisition of investments in Group, jointly controlled and associated companies over the Group's share in the fair value of the assets and liabilities of those companies at the date of acquisition is shown as Goodwill (Note 15). The excess of the cost of acquisition of investments in foreign companies over the fair value of their identifiable assets and liabilities at the date of acquisition is calculated using the
functional currency of each of those companies. Translation to the Group's currency (Euro) is made using the closing exchange rate. Exchange rate differences arising from this translation are disclosed in Reserves and retained earnings.
Goodwill is not amortised, but it is subject to impairment tests on an annual basis. Impairment losses identified in the period are disclosed in the income statement under Provisions and impairment losses, and cannot be reversed.
Any excess of the Group's share in the fair value of identifiable assets and liabilities in group, jointly controlled and associated companies over cost, is recognised as income in the profit or loss for the period, at the date of acquisition, after reassessment of the fair value of the identifiable assets and liabilities acquired.
Assets and liabilities denominated in foreign currencies in the individual financial statements of foreign companies are translated to Euro using exchange rates at the balance sheet date. Profit and loss and cash flows are converted to Euro using the average exchange rate for the period. Exchange rate differences originated after 1 January 2004 are recorded as equity under Translation reserves in Reserves and retained earnings. Exchange rate differences that originated prior to 1 January 2004 (date of transition to IFRS) were written-off through Retained earnings
Goodwill and fair value adjustments arising from the acquisition of foreign companies are recorded as assets and liabilities of those companies and translated to Euro using exchange rates at the balance sheet date.
Whenever a foreign company is sold, accumulated exchange rate differences are recorded in the income statement as a gain or loss on the disposal.
Exchange rates used on translation of foreign group, jointly controlled and associated companies are listed below:
| 31.12.07 | 31.12.06 | ||||
|---|---|---|---|---|---|
| Closing | Average | Closing | Average | ||
| rate | rate | rate | rate | ||
| Great Britain Pound | 0.7333 | 0.6840 | 0.6715 | 0.6816 | |
| Brazilian Real | 2.5963 | 2.6612 | 2.8118 | 2.7279 | |
| South African Rand | 10.0301 | 9.6544 | 9.2123 | 8.4381 | |
| Canadian Dollar | 1.4449 | 1.4657 | 1.5281 | 1.4227 | |
| American Dollar | 1.4721 | 1.3684 | 1.3170 | 1.2544 | |
| Swiss Franc | 1.6547 | 1.6425 | 1.6069 | 1.5727 | |
| Polish Zloty | 3.5935 | 3.7814 | 3.8310 | 3.8942 | |
Source: Bloomberg
Tangible assets acquired up to 1 January 2004 (transition date to IFRS) are recorded at acquisition cost, or revaluated acquisition cost, in accordance with generally accepted accounting principles in Portugal until that date, net of depreciation and accumulated impairment losses.
Tangible assets acquired after that date are recorded at acquisition cost, net of depreciation and accumulated impairment losses.
Depreciation is calculated on a straight line basis, as from the date the asset is first used, over the expected useful life for each class of assets.
Depreciation rates used correspond to the following estimated useful lives of underlying assets:
| Years | |
|---|---|
| Buildings | 50 |
| Plant & Machinery | 15 |
| Vehicles | 5 |
| Tools | 4 |
| Fixtures and Fittings | 10 |
| Other Tangible Assets | 5 |
Maintenance and repair costs related to tangible assets are recorded directly as expenses in the year they are incurred.
Tangible assets in progress represent fixed assets still under construction/development and are stated at acquisition cost net of impairment losses. These assets are depreciated from the date they are completed or start being used.
Intangible assets are stated at acquisition cost, net of depreciation and accumulated impairment losses. Intangible assets are only recognised if it is probable that future economic benefits will flow from them, if they are controlled by the Group and if their cost can be reliably measured.
Expenditure on research associated with new technical know-how is recognised as an expense recorded in the income statement when it is incurred.
Expenditure on development is recognised as an intangible asset if the Group demonstrates the technical feasibility and its intention to complete the asset, its ability to sell or use it and the probability that the asset will generate future economic benefits. Expenditure on development, which does not fulfil these conditions, is recorded as an expense in the period in which it is incurred.
Internal costs associated with maintenance and development of software are recorded as an expense in the period in which they are incurred. Only costs directly attributable to projects for which the generation of future economic benefits is probable are capitalized as intangible assets.
Amortisation is calculated on a straight line basis, as from the date the asset is first used, over the expected useful life which normally is 5 years.
Brands and patents with indefinite useful lives are not amortised, but are subject to impairment tests on an annual basis.
Lease contracts are classified as (i) a finance lease if the risks and rewards incidental to ownership lie with the lessee and (ii) as an operating lease if the risks and rewards incidental to ownership do not lie with the lessee.
Whether a lease is classified as a finance or an operating lease depends on the substance of the transaction rather than the form of the contract.
Tangible assets acquired through finance lease contracts are recorded as assets and corresponding obligations as liabilities in the balance sheet. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. Both the finance charge and the depreciation expense for depreciable assets are taken to the income statement in the period in which they are incurred.
Lease payments under operating lease contracts are recognised as an expense on a straight line basis over the lease term.
Investment properties are recorded at acquisition cost net of depreciation and of accumulated impairment losses. These are registered as a result of land and buildings used in discontinued operations and that the Group had established lease contracts with third parties.
Government grants are recorded at fair value when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them.
Grants received as compensation for expenses, namely grants for personnel training, are recognised as income in the same period as the relevant expense.
Grants related to depreciable assets are disclosed as Other non-current liabilities and are recognised as income on a straight line basis over the expected useful lives of those assets.
Assets are assessed for impairment at each balance sheet date whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised in the income statement under Provisions and impairment losses.
The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Fair value less costs to sell is the amount obtainable from the sale of an asset in an arm's length transaction less the costs of disposal. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if this is not possible, for the cash-generating unit to which the asset belongs.
Reversal of impairment losses recognised in prior years is only recorded when it is concluded that the impairment losses recognised for the asset no longer exist or have decreased. This analysis is performed whenever there is an indication that the impairment loss previously recognised has been reversed. The reversal is recorded in the income statement as Other Operational income. However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognised to the extent it does not exceed
the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for that asset in prior years.
Borrowing costs are normally recognised as an expense in the period in which they are incurred.
Borrowing costs directly attributable to the acquisition, construction or production of tangible and intangible assets are capitalised as part of the cost of the qualifying asset. Borrowing costs are capitalised from the time of preparation of the activities to construct or develop the asset up to the time the production or construction is complete or when asset development is interrupted. Any income earned on funds temporarily invested pending their expenditure on the qualifying asset, is deducted from the borrowing costs that qualify for capitalisation.
Consumer goods and raw materials are stated at the lower of cost and net realisable value. Cost is determined on a weighted average basis.
Finished goods and work in progress are stated at the lower of the weighted average production cost or net realisable value. Production cost includes cost of raw materials, labour costs and overheads (including depreciation of production equipment based on normal levels of activity).
Net realisable value is the estimated selling price less estimated costs of completion and estimated costs necessary to make the sale.
Differences between cost and net realisable value, if negative, are shown as operating expenses under Cost of sales or Changes in stocks of finished goods and work in progress, depending on whether they refer to consumer goods and raw materials or finished goods and work in progress.
Provisions are recognised when, and only when, the Group has an obligation (legal or constructive) resulting from a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of that obligation. Provisions are reviewed and adjusted at the balance sheet date to reflect the best estimate as of that date.
Restructuring provisions are recorded by the Group whenever a formal and detailed restructuring plan exists and that plan has been communicated to the parties involved.
Investments are classified into the following categories:
Investments measured at fair value through profit or loss include the investments held for trading acquired by the Group to be sold within a short period of time. They are classified as current assets on the consolidated balance sheet.
The Group classifies as available-for-sale the investments which cannot be regarded as investments measured at fair value through profit or loss or as held-to-maturity investments.
Available-for-sale investments are stated as non current assets except if they are intended to be sold within the next 12 months as from the balance sheet date.
Held-to-maturity investments are classified as non-current assets unless they mature within 12 months of the balance sheet date. Investments classified as held to maturity have defined maturities and the Group has the intention and ability to hold them until the maturity date.
All purchases and sales of investments are recognised on the trade date, independently of the settlement date.
Investments are initially measured at cost, which is the fair value of the consideration paid for them, including transaction costs.
Available-for-sale investments and investments measured at fair value through profit or loss are subsequently carried at fair value, without any deduction for transaction costs which may be incurred on sale, by reference to their quoted market price at the balance sheet date. Investments in equity instruments that do not have a quoted market price and whose fair value cannot be reliably measured, are stated at cost, less impairment losses.
Changes in the fair value of investments measured at fair value through profit or loss are included in the consolidated income statement for the period.
Gains or losses arising from a change in fair value of available-for-sale investments are recognised directly in equity, under Fair value reserve, included in Reserves and retained earnings until the investment is sold or otherwise disposed of, or until it is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is transferred to net profit or loss for the period.
Receivables are stated at net realisable value, corresponding to their nominal value less impairment losses, recorded under the caption Impairment losses in accounts receivable, and thereby reflect their net realisable value.
Impairment losses are recognised following objective evidence that part or the whole amount receivable will not be paid as long as the loss can be reliably estimated. For that, each group company takes into consideration market information showing that the customer is insolvent along with historical data of overdue and not paid amounts receivable.
Recognised impairment losses correspond to the difference between the carrying amount and the present value of the estimated cash flows, discounted at the original effective interest rate, which is nil whenever payment is expected to occur within less than twelve months.
Accounts receivable are stated in the consolidated balance sheet as current assets unless they mature after twelve months as from the balance sheet date, in which case they will be stated as non current assets.
Financial liabilities and equity instruments are classified and accounted for based on their contractual substance, independently from the legal form they assume.
Loans are recorded as liabilities at their nominal value, net of up-front fees and commissions related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the income statement on an accruals basis, in accordance with the accounting policy defined in
Note 2.9. The portion of the effective interest charge relating to up-front fees and commissions, if not paid in the period, is added to the book value of the loan.
Accounts payable are stated at their nominal value.
The Group uses derivatives in the management of its financial risks, only to hedge such risks. Derivatives are not used by the Group for trading purposes.
Derivatives classified as cash flow hedge instruments (Swaps) are used by the Group mainly to hedge interest risks on loans obtained. Conditions established for these cash flow hedge instruments are identical to those of the corresponding loans in terms of base rates, calculation rules, rate setting dates and repayment schedules of the loans and for these reasons they qualify as perfect hedges. Inefficiencies that may arise are recorded on the Profit and Loss statement.
The Group's criteria for classifying a derivative instrument as a cash flow hedge instrument include:
Cash flow hedge instruments used by the Group are initially accounted for at cost and subsequently adjusted to their corresponding fair value. Changes in fair value of these cash flow hedge instruments are recorded in equity under the caption Hedging reserves, included in Reserves and retained earnings on the consolidated balance sheet, and then recognised in the income statement over the same period in which the hedged instrument affects income statement.
The fair value of these financial instruments is calculated with resource to derivative valuation software and was based on the present value, at balance sheet date, of future cash flows of both the fixed and variable legs of the derivative instrument.
Hedge accounting of derivative instruments is discontinued when the instrument matures or is sold. Whenever a derivative instrument can no longer be qualified as a hedging instrument, the fair value differences recorded in equity under the caption Hedging reserve are transferred to profit or loss of the period or to the carrying amount of the asset that resulted from the hedged forecast transaction. Subsequent changes in fair value are recorded in the income statement.
In some cases derivative instruments were negotiated to hedge cash flows mainly related to exchange rate hedges (forwards) of loans and trade transactions which do not consist in perfect hedging relations therefore not qualifying for hedge accounting. Notwithstanding, they significantly mitigate the effect on loans and accounts receivable denominated in foreign currencies of changes in exchange rates which the Group intends to hedge.
These derivative instruments over which no hedge accounting was applied are initially stated at cost, if any, and then adjusted to their fair value. Changes in fair value, calculated with resource to specific software, are accounted for as financial items on the consolidated profit and loss statement.
When embedded derivatives exist, they are accounted for as separate derivatives when the risks and the characteristics are not closely related to economic risks and characteristics of the host contract, and this is not stated at fair value. Gains and losses are taken through the profit and loss statement.
Additionally, the Group also negotiates, in specific situations, interest derivatives in order to hedge fair values. In these cases, derivatives are stated at fair value through profit or loss. When the hedged instrument is not measured at fair value (i.e. loans which are recorded at amortised cost) the book value is adjusted by the amount which is effectively hedged through profit or loss.
Derivative instruments are stated on the consolidated balance sheet under Other non current assets, Other current assets, Other non current liabilities and Other current liabilities.
Equity instruments are those that represent a residual interest on the Group's net assets and are recorded at the amount received, net of costs incurred with their issuance.
Own shares are recorded at acquisition cost as a reduction to equity. Gains or losses arising from sales of own shares are recorded in Reserves and retained earnings under Other reserves.
Cash and cash equivalents include cash on hand, cash at banks, term deposits and other treasury applications which mature in less than three months and are subject to insignificant risk of change in value.
In the consolidated statement of cash flows, cash and cash equivalents also include bank overdrafts, which are included in the balance sheet caption Borrowings.
As referred to in Note 30, some of the Group companies are committed to provide benefits to their employees when they get retired. These commitments are considered as defined benefit plans, and autonomous pension funds have been established to this effect:
In order to estimate its obligations, the Group obtains, annually, actuarial valuations according to the "Projected Unit Credit Method". When unrecognised cumulative actuarial gains and losses exceed the greater of 10% of the present value of the defined benefit obligation and 10% of the fair value of plan assets, these are recorded as income or expense on a straight line basis over the average remaining service period of the participants.
Past service costs are recorded immediately when benefits are being paid. Otherwise, these are recorded on a straight line basis over the average remaining service period until they vest (generally, the date of retirement if they still work for the Group).
Obligations recorded at the closing balance sheet date reflect the present value of obligations for defined benefits adjusted for actuarial gains or losses and/or past service costs not recorded, net of the fair value of net assets of the pension fund.
Contingent liabilities are not recorded in the consolidated financial statements. Instead they are disclosed in the notes to the financial statements, unless the probability of a cash outflow is remote, in which case, no disclosure is made.
Contingent assets are not recorded in the consolidated financial statements but disclosed when future economic benefits are probable.
Income tax for the period is calculated based on the taxable income of companies included on consolidation and considers deferred taxation.
Current income tax is determined based on the taxable income of companies included on consolidation and includes deferred taxation, in accordance with the tax rules in force in the respective country of incorporation, considering the period profit and using the estimated effective average annual income tax rate.
Deferred taxes are calculated using the balance sheet liability method, reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are calculated and annually remeasured using the tax rates that have been enacted or substantively enacted and therefore are expected to apply in the periods when the temporary differences are expected to reverse.
Deferred tax assets are recognised only when it is probable that sufficient taxable profits will be available against which the deferred tax assets can be used, or when taxable temporary differences are recognised and expected to reverse in the same period. At each balance sheet date a review is made of the deferred tax assets recognised, which are reduced whenever their future use is no longer probable
Deferred tax assets and liabilities are recorded in the income statement, except if they relate to items directly recorded in equity. In these cases the corresponding deferred tax is recorded in equity.
Revenue from the sale of goods is recognised in the income statement when the risks and benefits have been transferred to the buyer and the amount of the revenue can be measured
reasonably. Sales are recognised net of sales taxes and discounts and other expenses arising from the sale, and are measured as the fair value of the amount received or receivable.
Revenue from services rendered is recognised in the income statement taking into consideration the stage of completion of the transaction at the balance sheet date.
Dividends are recognised as income in the year they are attributed to the shareholders.
Income and expenses are recorded in the year to which they relate, independently of the date of the corresponding payment or receipt. Income and expenses for which their real amount is not known are estimated.
Other current assets and Other current liabilities include income and expenses of the reporting year which will only be invoiced in the future. Those captions also include receipts and payments that have already occurred but will only correspond to income or expenses of future years, when they will be recognised in the income statement.
Capital gains and losses that result from the sale or write-off of tangible and intangible assets and of investments are presented on the profit and loss statement as the difference between the sale price and the net book value at date of sale or write-off, under the caption Other Operating Profits and Losses.
Transactions in currencies other than the Euro, are translated to Euro using the exchange rate as at the transaction date.
At each balance sheet date, all monetary assets and liabilities expressed in foreign currencies are translated to the functional currency of each foreign company at the exchange rates as at that date. All non-monetary assets and liabilities recorded at fair value and stated in foreign currencies are converted to the functional currency of each company, using the exchange rate at the date the fair value was determined.
Exchange gains and losses arising from differences between historical exchange rates and those prevailing at the date of collection, payment or the date of the balance sheet, are recorded as income or expenses of the period, except for those related to non-monetary assets or liabilities, for which adjustments to fair value are directly recorded under equity.
When the Group wants to reduce currency exposure, it negotiates hedging currency derivatives (Note 2.12.f)).
The Company and its subsidiaries each year grant their employees that belong to the functional group Executive a compensation which is related to the value added in the period for the shareholders. This compensation will be paid after a three-year period if the employee is still in the Group.
This liability is stated on the consolidated balance sheet under Other non current liabilities and Other current liabilities and is stated on the consolidated profit and loss statement under Personnel costs. If the employee ceases functions during the period over which payment of previously recognised liabilities is deferred, liabilities will be derecognised from the balance sheet against Personnel costs on the profit and loss statement.
Events after the balance sheet date that provide additional information about conditions that existed at the balance sheet date (adjusting events), are reflected in the consolidated financial statements. Events after the balance sheet date that are non-adjusting events are disclosed in the notes when material.
All business and geographic segments of the Group are identified annually.
Information regarding business and geographic segments identified is included in Note 42.
The most significant estimations included in these consolidated financial statements refer to:
These estimations were based on the best available information at the date these consolidated financial statements were prepared and were based on the knowledge and experience of present and past events. Notwithstanding, some situations may occur in future
periods which were not included in present estimations as they were not foreseeable. Changes to estimations after these financial statements date will be prospectively corrected through profit or loss in accordance with IAS 8.
Main estimations and assumptions relating to future events included in these consolidated financial statements are described in the correspondent notes.
a) Credit Risk Management Policy
i) Receivables (Customers)
Sonae Indústria Credit Risk derives mainly from its account receivables items related with its operating activity.
The main objective of Sonae Indústria Credit Risk Management is to guarantee the effective collection of its operating receivables according to the negotiated payment terms.
In order to mitigate Credit Risk related with potential Customers default on payment of outstanding receivables, Group companies exposed to this type of risk:
have in place credit management procedures and credit approval processes;
have local (per country) credit risk committees;
have dedicated teams for credit management and collections;
establish and review credit limits for their Customers, monitoring effective exposure to their Customers;
have insurance policies in place where viable;
make use of credit rating agencies, if needed;
make use of legal proceedings in order to recover bad debt, if applicable
ii) Other financial assets other than Trade debtors
In addition to its operating activities, Group companies have financial assets, related mainly with its activities involving Financial Institutions, such as cash deposits, financial investments and derivatives with positive market value. As a result, Credit Risk arises from the potential counterparty default from these Financial Institutions.
As a rule, Group companies only engage in financial operations with Investment Grade Financial Institutions. On the other hand, generally speaking, exposure related with this type of financial assets is widely spread and short lived.
As a result of the relevant portion of floating rate debt on Sonae Indústria consolidated Balance Sheet and the consequent cash flows related to interest payments, the company is exposed to interest rate risk, and it is particularly exposed to the risk of variation of Euro interest rates, as most of its floating rate debt is denominated in Euro.
As a general rule, Sonae Indústria does not hedge its exposure to floating interest rates.
This approach is based on the principle of the existence of a negative correlation between the interest rate levels and the "operating cash flow before net interest charges", which creates a natural hedge on the "operating cash flow after net interest charges" for Sonae Indústria. The rationale behind this principle is as follows:
Sonae Indústria is mainly exposed to the Euro area on its operating activity and, as referred before, it is also mainly exposed to the Euro currency in what concerns to its floating rate debt.
Sonae Indústria operating activity is cyclical in the sense it is tied to business cycles of the overall economy and particularly of the construction sector (and also of the furniture sector on its own). This is mostly due to the nature of our products, and to the fact that they are commodity-like and durable goods, performing better when there are good economic conditions.
Under regular economic circumstances, when there is a strong level of economic activity and demand, inflation tends to increase. Since nominal interest rates are a function of inflation and also because the European Central Bank (ECB) has as its main mission keeping price stability, it normally acts in order to relieve inflationary tensions by increasing interest rates. Opposite effects occur when there is a weak level of activity and demand, with low pressure on prices.
When activity and demand are strong in the Euro Area, Sonae Indústria tends to have superior economic performance and operating cash flow generation. On the other hand, when economic conditions are strong, ECB tends to increase interest rates in order to refrain demand and avoid price increases, which is reflected on higher net interest charges for Sonae Indústria, creating a natural hedge on "operating
cash flow after net interest charges". The same principle (with opposite signs) applies on economic downturn situations.
As an exception to its general rule, Sonae Indústria may engage into interest rates derivatives. If this is the case, the following is observed:
Derivatives are not used for trading, profit making, or speculative purposes;
Group companies only engage in derivative transactions with Investment Grade Financial Institutions;
Derivatives match exact periods, settlement dates and base interest rate of the underlying exposures;
Maximum financial charges on the aggregate of the derivative and the underlying exposures are always known and limited on the inception of the hedging period;
Quotes from at least two Financial Institutions are considered before closing any interest rate hedging deal.
ii) Foreign Exchange Risk
As a geographically diversified Group with subsidiaries located in four different continents, Sonae Indústria is exposed to foreign exchange risk. Consolidated Balance Sheet and Profit and Loss are is exposed to foreign exchange translation risk and Sonae Indústria subsidiaries' are exposed to foreign exchange risk of both translation and transaction type.
Foreign exchange risk relates to the possibility of registering gains or losses resulting from the change in exchange rates.
Transaction risk arises when there is exchange risk related to a cash flow in other than a subsidiary local currency. Sonae Indústria subsidiaries cash flows are largely denominated in the subsidiary local currency. This is valid independently of the nature
of the cash flows, i.e.: operating or financial, and provides a degree of natural currency hedging, reducing the Group's transaction risk. In line this rationale, as a principle, Sonae Indústria's subsidiaries financial debt is denominated in their local currency.
As a Group rule, whenever possible and economically viable, subsidiaries aim to offset assets and liabilities denominated in the same foreign currency.
Also as a rule, in situations where relevant exchange risk arises from trade in other than the subsidiary local currency, exchange risk should be mitigated through the use of short term forward exchange agreements performed by the subsidiary exposed to that risk. Sonae Indústria subsidiaries do not engage in forward exchange rate agreements with trading, speculative or profit making purposes.
Translation risk arises from the fact that for each accounting period, the Financial Statements of the subsidiaries denominated in other than Euro local currencies, must be translated or converted into Euro in order to prepare the Consolidated Financial Statements of the Group. As exchange rates vary between periodical financial statements and the referred subsidiaries assets' do not match their liabilities, volatility in the consolidated accounts arise as a result of conversion at different exchange rates.
As a policy, translation risk in connection with the conversion of the Equity investments on foreign non Euro subsidiaries is not hedged as these are considered long-term investments and it is assumed that hedging will not add value in the long term. Gains and losses related to the translation at different exchange rates of Equity investments in foreign non Euro subsidiaries are accounted under the Conversion Reserve.
Some Sonae Indústria subsidiaries concede or receive intercompany funding on currencies other than their local currency. Whenever this happens, intercompany funding is always denominated in the currency of the other Group counterparty. It is Sonae Indústria policy to hedge systematically the outstanding amount of this intercompany funding in order to reduce volatility on subsidiaries (and consolidated) financial statements. This volatility arises from the fact that, there is no offset of the Exchange Rate gain or loss registered in the Profit and Loss of the Group counterparty with the intercompany asset or liability denominated in other than its local currency (gain or loss registered as a result of the change in value of its foreign currency intercompany asset or liability), on the side of the other Group counterparty (and as a result, on the Consolidated accounts).
These intercompany loans hedges are done through forward exchange rate agreements, performed by the subsidiary exposed to the exchange rate risk and rolled over consistently on a semi-annual basis. Quotes from at least two Financial Institutions are considered before closing any of these foreign exchange hedging deals. These foreign exchange rate derivatives are also not used for trading, profit making, or speculative purposes.
iii) Other Price Risks
As at 31st December 2007, Sonae Indústria did not hold material investments classified as "available-for-sale".
c). Liquidity Risk Management Policy
Group Liquidity risk management aims to ensure that the Group is able to timely obtain the financing required to properly carry on its business activities, implement its strategy, and meet its payment obligations when due, while avoiding the need of having to obtain funding under unfavourable terms.
For this purpose, Liquidity management at the Group comprises:
consistent financial planning and cash flow forecasting at country and consolidated levels with different time horizons (weekly, monthly, annual and business plan);
diversification of financing sources;
diversification of the maturities of the debt issued in order to avoid excessive concentration of debt repayments in short periods of time;
arrangement of committed (and uncommitted) credit facilities, commercial paper programs, and other facilities (such as a Securitization of Receivables program) with relationship banks, ensuring the right balance between satisfactory liquidity and adequate commitment fees;
On 17 April 2006 a fire broke out on production line 2 at the factory in Lac Megantic, Canada, destroying a significant part of this line's assets. In addition, Line 1 was also forced to stop for almost 2 months. The Group's insurance policy covers asset and operating losses
and the compensation received will be sufficient to replace production capacity prior to the fire with new assets and to cover operating losses resulting from the stoppage of both production lines, for a period of up to 18 months.
At closing date of these financial statements, performance tests on line 2 were still being carried out. Accordingly, the assets were stated on the consolidated balance sheet as Assets in progress.
As a result, consolidated financial statements include, as from the occurrence date, the following effects:
At closing date of these consolidated financial statements, definite amounts to recognise as compensation for operating and asset losses are still being discussed with the insurance companies.
No changes to the accounting policies mentioned in note 2 and no corrections to prior period errors were made.
Group companies included in the consolidated financial statements, their head offices and percentage of capital held by the Group as at 31 December 2007 and 31 December 2006 are as follows:
| COMPANY | HEAD OFFICE | PERCENTAGE OF CAPITAL HELD | TERMS FOR INCLUSION |
|||||
|---|---|---|---|---|---|---|---|---|
| 31.12.07 | 31.12.06 | |||||||
| Direct | Total | Direct | Total | |||||
| Agepan Eiweiler Management, GmbH | Eiweiler (Germany) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Agepan Flooring Products, SARL | Luxemburg | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| 1) | Agloma Investimentos, SGPS, S. A. | Maia (Portugal) | 100,00% | 98,82% | a) | |||
| Agloma - Sociedade Industrial de Madeira Aglomerada, S.A. | Oliveira do Hospital (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | ||
| 2) | Aserraderos de Cuellar, S.A. | Madrid (Spain) | 100,00% | 98,82% | a) | |||
| Cia. De Industrias y Negocios, S.A. | Madrid (Spain) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Darbo, SAS | Linxe (France) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Ecociclo, Energia e Ambiente, S. A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | ||
| Ecociclo II – Energias, S. A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | ||
| Euro Decorative Boards Ltd. | Knowsley (United Kingdom) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Euromegantic Lteé | Lac Mégantic (Canada) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Euroresinas - Indústrias Quimicas, S.A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | ||
| GHP, GmbH | Meppen (Germany) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Glunz AG | Meppen (Germany) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Glunz Service GmbH | Hamm (Germany) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Glunz UK Holdings, Ltd. | Londres (United Kingdom) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Glunz UkA GmbH | Hamm (Germany) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Hornitex Polska | Poznan (Poland) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| 3) | IM Impregnation Management GmbH | Meppen (Germany) | 100,00% | 98,78% | a) | |||
| 4) | Impaper Europe GmbH & Co. KG | Meppen (Germany) | 100,00% | 98,78% | a) | |||
| 5) | Imoplamac – Gestão de Imóveis, S. A. | Maia (Portugal) | 100,00% | 100,00% | a) | |||
| 6) | Ipaper – Indústria de Papeis Impregnados, S. A. | Maia (Portugal) | 100,00% | 100,00% | a) | |||
| 7) | Isoroy Casteljaloux, SA | Casteljaloux (France) | 100,00% | 98,78% | a) | |||
| Isoroy, SAS | Boulogne (France) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Maiequipa - Gestão Florestal, S.A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | ||
| Megantic B.V. | Amsterdão (The Netherlands) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Movelpartes – Comp. para a Indústria do Mobiliário, S.A. | Paredes (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | ||
| OSB Deustchland | Germany | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Poliface Brasil, Ltda. | São Paulo (Brazil) | 99,99% | 99,99% | 99,99% | 99,99% | a) | ||
| Poliface North America | Baltimore (USA) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| Racionalización y Manufacturas Florestales, S.A. | Madrid (Spain) | 100,00% | 98,78% | 100,00% | 91,16% | a) | ||
| 8) | Resoflex – Mobiliário e Equipamentos de Gestão, S.A. | Vila de Conde (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| SCS Beheer, BV | The Netherlands | 100,00% | 98,78% | 100,00% | 91,16% | a) |
| Siaf – Soc. de Iniciativa e Aproveitamentos Florestais, S.A. | Mangualde (Portugal) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
|---|---|---|---|---|---|---|---|
| Sociedade de Iniciativa e Aproveit. Florestais - Energias, S.A. | Mangualde (Portugal) | 100,00% | 98,78% | 100,00% | 91,18% | a) | |
| Société Industrielle et Financière Isoroy | Rungis (France) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Somit – Imobiliária, S.A. | Oliveira do Hospital (Portugal) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| 9) | Somit – Soc. de Madeiras Industrializadas e Transform., S. A. | Oliveira do Hospital (Portugal) | 100,00% | 98,82% | a) | ||
| Sonae – Serviços de Gestão, S. A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| 10) | Sonae España, S. A. | Madrid (Spain) | 99,94% | 99,94% | 99,94% | 99,94% | a) |
| Sonae Indústria – Prod. e Comerc. Derivados Madeira, S. A. | Mangualde (Portugal) | 100,00% | 98,82% | 100,00% | 91,41% | a) | |
| Sonae Indústria – Soc. Gestora de Participações Sociais, S.A. | Maia (Portugal) | MÃE | MÃE | MÃE | MÃE | MÃE | |
| Sonae Indústria Brasil, Ltda. | São Paulo (Brazil) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| Sonae Indústria de Revestimentos, S.A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| Sonae Novobord (Pty) Ltd | Woodnead (South Africa) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Sonae Tafibra (UK) Ltd | Knowsley (United Kingdom) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Sonae Tafibra Benelux, B. V. | Woerden (The Netherlands) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Sonae UK, Limited | Knowsley (United Kingdom) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Spanboard Products Ltd | Belfast (United Kingdom) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Tableros de Fibras, S.A. | Madrid (Spain) | 98,42% | 98,78% | 91,16% | 91,16% | a) | |
| Tableros Tradema, S.L. | Madrid (Spain) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Tafiber, Tableros de Fibras Ibéricas, S.L. | Madrid (Spain) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Tafibra South Africa, Limited | South Africa | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Tafibras, S.A. | Curitiba (Brazil) | 54,32% | 53,66% | 54,32% | 49,55% | a) | |
| Tafisa Brasil, S.A. | Curitiba (Brazil) | 100,00% | 62,24% | 100,00% | 57,46% | a) | |
| Tafisa Canadá Societé en Commandite | Lac Mégantic (Canada) | 99,99% | 98,78% | 99,99% | 91,16% | a) | |
| Tafisa France S.A.S. | Rungis (France) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Tafisa U.K.Ltd. | Knowsley (United Kingdom) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Taiber, Tableros Aglomerados Ibéricos, S.L. | Madrid (Spain) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Tavapan, SA | Tavannes (Switzerland) | 100,00% | 98,78% | 100,00% | 90,36% | a) | |
| Tecnologias del Medio Ambiente, S.A. | Barcelona (Spain) | 100,00% | 98,78% | 100,00% | 91,16% | a) | |
| Tool, GmbH | Meppen (Germany) | 100,00% | 98,78% | 100,00% | 90,36% | a) |
These group companies are consolidated using the full consolidation method as described in Note 2.2.a).
The joint ventures, their head offices, percentage of share capital held and balance sheet on 31 December 2007 and 31 December 2006 are as follows:
| COMPANY | HEAD OFFICE | PERCENTAGE OF CAPITAL HELD 31.12.07 31.12.06 |
|||
|---|---|---|---|---|---|
| Direct | Total | Direct | Total | ||
| Agepan Tarkett Laminate Park GmbH & Co. KG | Eiweiler (Germany) | 50,00% | 49,39% | 50,00% | 45.58% |
| Tarkett Agepan Laminate Flooring SCS | Luxembourg | 50,00% | 49,39% | 50,00% | 45.58% |
| Tecmasa, Reciclados de Andalucia, S. L. | Alcalá de Guadaira (Spain) | 50,00% | 49,39% | 50,00% | 45.58% |
Joint venture companies have been consolidated using the proportionate consolidation method, as explained in note 2.2.b).
Associated companies, their head offices and the percentage of share capital held as at 31 December 2007 and 31 December 2006 are as follows:
| COMPANY | HEAD OFFICE | PERCENTAGE OF CAPITAL HELD | ||||
|---|---|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | |||||
| Direct | Total | Direct | Total | |||
| 1) | Ipaper - Indústria de Papéis Impregnados, S. A. | Maia (Portugal) | 49,00% | 49,00% | ||
| Promodeco – Proj. Imobiliário Decoração e Constr., Lda. | Maia (Portugal) | 27,60% | 27,18% | 27,60% | 25,23% | |
| Serradora Boix | Barcelona (Spain) | 31,25% | 30,87% | 31,25% | 28,49% | |
| Sonaegest | Maia (Portugal) | 20,00% | 20,00% | 20,00% | 20,00% |
1) Shares representing 51% of share capital which correspond to the total amount of shares owned by third parties until then were acquired 24 April 2007. As from this date, the company was included in the consolidated financial statements by the full consolidation method until it was mergered into Euroresinas – Indústrias Químicas, SA on 31 May 2007.
Associated companies are recognised in the consolidated financial statements using the equity method, as referred in Note 2.2.c).
Comparability of consolidated financial statements as at 31 December 2007 and 31 December 2006 is affected by the companies that were included and excluded in the consolidation perimeter during 2006 and 2007.
| COMPANY | HEAD OFFICE | % OF CAPITAL HELD AT ACQUISITION / INCORPORATION DATE |
|||
|---|---|---|---|---|---|
| Direct | Total | ||||
| 1) | Agloma Investimentos, SGPS, S. A. | Maia (Portugal) | 100,00% | 98,82% | |
| 2) | Aserraderos de Cuellar, S.A. | Madrid (Spain) | 100,00% | 98,82% | |
| 3) | IM Impregnation Management GmbH | Meppen (Germany) | 100,00% | 98,78% | |
| 4) | Impaper Europe GmbH & Co. KG | Meppen (Germany) | 100,00% | 98,78% | |
| 5) | Imoplamac – Gestão de Imóveis, S. A. | Maia (Portugal) | 100,00% | 100,00% | |
| 6) | Isoroy Casteljaloux, SA | Casteljaloux (France) | 100,00% | 98,78% | |
| 7) | Somit – Soc. de Madeiras Industrializadas e Transform., S. A. | Oliveira do Hospital (Portugal) | 100,00% | 98,82% |
1) Company acquired 24 April 2007;
2) Company acquired 24 April 2007;
3) Company incorporated 10 September 2007;
4) Company incorporated 17 September 2007;
5) Company acquired 1 January 2007;
6) Company acquired 31 August 2007;
7) Company acquired 24 April 2007;
The inclusion of these companies in the consolidation perimeter did not materially affect the comparability of the consolidated balance sheets as at 31 December 2007 and 2006. The comparability of the consolidated profit and loss statements for 2007 and 2006 was affected as follows:
| Year 2007 | Companies entering perimeter in 2007 |
Intragroup eliminations |
Year 2007 comparable basis |
Year 2006 | |
|---|---|---|---|---|---|
| [1] | [2] | [3] | [1] - [2] - [3] | ||
| Operating revenues | |||||
| Sales | 2 056 119 499 | 13 964 118 | - 15 143 199 | 2 057 298 580 | 1 692 333 903 |
| Services rendered | 10 165 769 | 2 426 060 | - 3 147 457 | 10 887 166 | 6 981 464 |
| Negative goodwill | 685 753 | 685 753 | 19 565 777 | ||
| Other operating revenues | 128 937 845 | 185 709 | 128 752 136 | 119 474 376 | |
| Total operating revenues | 2 195 908 866 | 16 575 887 | - 18 290 656 | 2 197 623 635 | 1 838 355 521 |
| Operating costs | |||||
| Cost of sales | 1 016 305 254 | 7 351 331 | - 15 143 199 | 1 024 097 122 | 847 678 904 |
| (Increase) / decrease in production | - 17 237 755 | - 495 281 | - 16 742 474 | - 7 873 782 | |
| External supplies and services | 524 439 121 | 3 962 776 | - 3 147 457 | 523 623 802 | 463 165 266 |
| Staff expenses | 290 460 537 | 1 930 765 | 288 529 772 | 244 471 593 | |
| Depreciation and amortisation | 116 805 491 | 564 346 | 116 241 145 | 107 971 033 | |
| Provisions and impairment losses | 32 970 366 | 2 606 | 32 967 760 | 35 088 175 | |
| Other operating costs | 27 131 640 | 218 306 | 26 913 334 | 27 795 419 | |
| Total operating costs | 1 990 874 654 | 13 534 849 | - 18 290 656 | 1 995 630 461 | 1 718 296 608 |
| Operational profit / (loss) | 205 034 212 | 3 041 038 | 201 993 174 | 120 058 913 | |
| Financial profits | 60 585 335 | 638 886 | 59 946 449 | 51 525 288 | |
| Financial costs | 141 126 430 | 1 509 878 | 139 616 552 | 119 302 883 | |
| Net financial profit / (loss) | - 80 541 095 | - 870 992 | - 79 670 103 | - 67 777 595 | |
| Gains and losses in associated companies | 127 321 | 127 321 | - 5 205 | ||
| Gains and losses in investments | 82 274 | 82 274 | 72 557 | ||
| Current profit / (loss) | 124 702 712 | 2 170 046 | 122 532 666 | 52 348 670 | |
| Taxation | 35 272 535 | 369 114 | 34 903 421 | 18 702 317 | |
| Consolidated net profit / (loss) after taxation | 89 430 177 | 1 800 932 | 87 629 245 | 33 646 353 | |
| Consolidated net profit / (loss) for the period Attributable to: |
89 430 177 | 1 800 932 | 87 629 245 | 33 646 353 | |
| Equity holders of Sonae Indústria | 78 612 713 | 1 786 161 | 76 826 552 | 32 311 969 | |
| Minority interests | 10 817 464 | 14 771 | 10 802 693 | 1 334 384 | |
| COMPANY | HEAD OFFICE | % OF CAPITAL HELD AT | |||
|---|---|---|---|---|---|
| LIQUIDATION DATE | |||||
| Direct | Total | ||||
| 1) | Sonae España, S. A. | Madrid (Spain) | 99,94% | 99,94% |
1) Company liquidated 28 May 2007.
The exclusion of this company from the consolidation perimeter in 2007 did not materially affect the comparability of the consolidated financial statements for 2007 and 2006.
Companies included in 2006:
| Company | Head Office | Percentage of capital held at date of acquisition / incorporation |
|||
|---|---|---|---|---|---|
| Direct | Total | ||||
| 1) | Agepan Eiweiler Management, GmbH | Eiweiler (Germany) | 100,00% | 91,16% | |
| 2) | Agepan Flooring Products, SARL | Luxemburg | 100,00% | 91,16% | |
| 3) | Agepan Tarkett Laminate Park GmbH & Co. GK | Eiweiler (Germany) | 50,00% 45,58% |
||
| 4) | Darbo, SAS | Linxe (France) | 100,00% | 91,16% | |
| 5) | Ecociclo II – Energias, S. A. | Maia (Portugal) | 100,00% | 100,00% | |
| 6) | GHP, GmbH | Meppen (Germany) | 100,00% | 91,16% | |
| 7) | Hornitex Polska | Poznan (Poland) | 100,00% | 91,16% | |
| 8) | Tarkett Agepan Laminate Flooring SCS | Luxemburg | 50,00% | 45,58% | |
| 9) | Tecmasa, Reciclados de Andalucia, S. L. | Alcalá de Guadaira (Spain) | 50,00% | 45,58% | |
1) Company incorporated 6 September 2006;
2) Company incorporated 23 March 2006;
3) Company incorporated 6 September 2006;
4) Company acquired 14 September 2006;
5) Company incorporated 24 November 2006;
6) Company acquired 1 July 2006;
7) Company acquired 1 July 2006;
8) Company incorporated 5 July 2006;
9) Company incorporated 4 October 2006.
The inclusion of these companies in the consolidation perimeter during 2006 did not affect the comparability of the consolidated balance sheets at 31 December 2007 and 31 December 2006.
The comparability of the consolidated profit and loss statements for 2007 and 2006 was affected by the companies included in 2006. Due to the high degree of integration of these operations, it is not possible to quantify their impact accurately.
| Company | Head Office | Percentage of capital held at date | ||
|---|---|---|---|---|
| of acquisition / incorporation | ||||
| Direct | Total | |||
| 1) | Isoroy Transformation S.A.S. | St. Dizier (France) | 99,99% | 91,16% |
| 2) | Socelpac, SGPS, SA | Maia (Portugal) | 100,00% | 100,00% |
1) Company sold 4 September 2006;
2) Company liquidated 31 May 2006.
The exclusion of these companies from the consolidation perimeter during 2006 did not affect the comparability of the consolidated financial statements at 31 December 2007 and 31 December 2006.
At 28 July 2006, Sonae Indústria, SGPS, S.A. made an offer for 39 546 174 shares of its subsidiary Tableros de Fibras, S.A. (Tafisa) corresponding to the total amount of shares owned by third parties. In May 2007 the conclusion of this process led to the acquisition of 32 482 393 shares, with Sonae Indústria, SGPS, S.A. increasing direct and indirect ownership to 98,42% of Tafisa shares from 91,16% previously.
The business combination originated by the acquisition of the aforementioned Tafisa shares considered the accounts of Tafisa and its subsidiaries prepared in accordance with International Accounting Standards (IAS) / International Financial Reporting Standards (IFRS) and no adjustments to fair value of assets and liabilities were recognised.
At 1 January 2007 Sonae Indústria, SGPS, S.A. acquired 90% of the shares of Imoplamac – Gestão de imóveis, S.A.. Subsequently, at 16 April 2007, the remaining 10% of shares were acquired. The acquired assets were recognised for their fair value, according to an independent appraisal.
At 24 April 2007, Sonae Indústria Group acquired all the shares of Agloma Investimentos, SGPS, S.A., which held all the shares of Somit – Sociedade de Madeiras Industrializadas e Transformadas, S.A. and Aserraderos de Cuellar, S.A.. The acquired assets were recognised for their fair value, based on an independent appraisal.
At 24 April 2007 Sonae Indústria, SGPS, S.A. acquired 51% of the shares of Ipaper – Indústria de Papeis Impregnados, S.A. which caused the ownership to increase from 49% to 100% and was followed by a change in consolidation method, as mentioned in note 7. When consolidating the company, the carrying amount of assets and liabilities was recorded as no relevant difference to their fair values was anticipated.
At 31 August 2007 Sonae Indústria, SGPS, SA acquired all the shares of Isoroy Casteljaloux, SA. The carrying amount of assets and liabilities was used in the consolidation of this company as no relevant difference to their fair value was estimated.
| Euros | Offer for TAFISA |
Agloma Invest. Somit Cuellar |
Isoroy Casteljaloux |
Ipaper | Imoplamac | Total |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Acquisition cost | 50 022 885 | 15 454 000 | 100 000 | 634 044 | 6 000 000 | 72 210 929 |
| Costs attributable to the combination | 330 377 | 330 377 | ||||
| 50 353 262 | 15 454 000 | 100 000 | 634 044 | 6 000 000 | 72 541 306 | |
| Fair value of net assets at aqcuisition date | 89 960 812 | 15 305 633 | 1 413 819 | 313 603 | 6 259 694 | 113 253 562 |
| Direct ownership percentage acquired | 7.26% | 100.00% | 100.00% | 100.00% | 100.00% | |
| Total ownership percentage acquired | 7.26% | 98.82% | 98.78% | 100.00% | 100.00% | |
| Goodwill (Note 15) | 43 822 197 | 328 973 | 320 441 | 44 471 611 | ||
| Negative goodwill | 1 297 136 | 259 694 | 1 556 830 | |||
The fair value of net assets at the acquisition date of Tafisa shares, in the amount of 89 960 812 euros, correspond to the consolidated net assets of this company and its subsidiaries.
Negative goodwill arising on the consolidation of Isoroy Casteljaloux, in the amount of 1 297 136 euros, is justified by the existing expectation at acquisition date of future profits which are expected to result from synergies with present Group operations.
In 2007 an adjustment to the cost of GHP GmbH (acquired 1 July 2006) was recorded which caused an adjustment to the negative goodwill recognised in 2006 for the amount of -871 077 euros. This adjustment was stated under Negative goodwill on the consolidated profit and loss statement.
In August 2007 the subsidiary Tableros de Fibras SA (Tafisa) increased its share capital in the amount of 291 687 779 euros which was subscribed for by Sonae Indústria at a proportion higher than the previous ownership percentage, which caused ownership of Tafisa to increase from 98,42% to 98,72%. As a result, a goodwill was recorded in the amount of 5 356 957 euros.
The fair value of net assets at acquisition date is detailed as follows:
| Agloma Invest., Somit e Cuellar | Imoplamac | |||||||
|---|---|---|---|---|---|---|---|---|
| Carrying amount at acquisition date |
Fair value adjustments |
Fair value at acquisition date |
Carrying amount at acquisition date |
Fair value adjustments |
Fair value at acquisition date |
|||
| Non current assets | ||||||||
| Tangible and intangible assets | 11 979 111 | -5 526 041 | 6 453 070 | 21 173 545 | 3 642 044 | 24 815 589 | ||
| Other non current assets | 9 269 397 | 9 269 397 | ||||||
| Current assets | 19 487 009 | 19 487 009 | 2 622 119 | 2 622 119 | ||||
| Non current liabilities | 10 491 310 | 10 491 310 | 14 547 852 | 967 642 | 15 515 494 | |||
| Current liabilities | 9 412 533 | 9 412 533 | 5 662 520 | 5 662 520 | ||||
| Net assets | 20 831 674 | -5 526 041 | 15 305 633 | 3 585 292 | 2 674 402 | 6 259 694 |
In the Consolidated Balance Sheets at 31 December 2007 and 31 December 2006, the following financial instruments are included:
| Loans | Assets at fair value |
Assets out of scope |
||||||
|---|---|---|---|---|---|---|---|---|
| Note | and receivables |
through profit or loss |
Hedge derivatives |
Available-for-sale assets |
Sub-total | of IFRS 7 |
Total | |
| 31 December 2007 | ||||||||
| Non current assets | ||||||||
| Available for sale investments | 11 | 1 602 518 | 1 602 518 | 1 602 518 | ||||
| Other non current assets | 17 | 1 578 390 | 1 578 390 | 54 341 | 1 632 731 | |||
| Current assets | ||||||||
| Customers | 19 | 260 140 025 | 260 140 025 | 260 140 025 | ||||
| Other current debtors | 20 | 21 057 227 | 21 057 227 | 782 239 | 21 839 466 | |||
| Other current assets Investments |
21 11 |
5 047 080 | 136 807 | 5 183 887 | 9 594 428 | 14 778 315 | ||
| Cash and cash equivalents | 23 | 65 883 548 | 65 883 548 | 65 883 548 | ||||
| Total | 348 659 189 | 5 047 080 | 136 807 | 1 602 518 | 355 445 596 | 10 431 007 | 365 876 603 | |
| 31 December 2006 | ||||||||
| Non current assets Available for sale investments |
11 | 1 409 864 | 1 409 864 | 1 409 864 | ||||
| Other non current assets | 17 | 1 206 203 | 1 206 203 | 78 753 | 1 284 956 | |||
| Current assets Customers |
19 | 290 208 628 | 290 208 628 | 290 208 628 | ||||
| Other current debtors | 20 | 22 828 001 | 22 828 001 | 228 808 | 23 056 809 | |||
| Other current assets | 21 | 5 829 177 | 698 931 | 6 528 108 | 49 075 112 | 55 603 220 | ||
| Investments | 11 | 4 769 781 | 4 769 781 | 4 769 781 | ||||
| Cash and cash equivalents | 23 | 189 289 129 | 189 289 129 | 189 289 129 | ||||
| Total | 508 301 742 | 5 829 177 | 698 931 | 1 409 864 | 516 239 714 | 49 382 673 | 565 622 387 | |
| Note | Liabilities at fair value through profit or loss |
Hedge derivatives |
Other financial Liabilities |
Sub-total | Liabilities out of scope of IFRS 7 |
Total | ||
| 31 December 2007 | ||||||||
| Non current liabilities | ||||||||
| Bank loans - net of short term portion | 26 | 187 543 520 | 187 543 520 | 187 543 520 | ||||
| Debentures - net of short term portion | 26 | 431 336 457 | 431 336 457 | 431 336 457 | ||||
| Finance lease creditors - net of short term po Other loans |
26 26 |
51 100 454 34 506 252 |
51 100 454 34 506 252 |
51 100 454 34 506 252 |
||||
| Other non current liabilities | 29 | 216 079 | 1 119 165 | 1 335 244 | 123 416 265 | 124 751 509 | ||
| Current assets | ||||||||
| Bank loans Debentures |
26 26 |
55 605 328 100 000 000 |
55 605 328 100 000 000 |
55 605 328 100 000 000 |
||||
| Finance lease creditors | 26 | 3 465 063 | 3 465 063 | 3 465 063 | ||||
| Other loans | 26 | 504 957 | 504 957 | 504 957 | ||||
| Trade creditors | 31 | 226 228 686 | 226 228 686 | 226 228 686 | ||||
| Other current liabilities | 33 | 942 442 | 29 910 576 | 30 853 018 | 124 686 401 | 155 539 419 | ||
| Total | 1 158 521 | 1 121 320 458 | 1 122 478 979 | 248 102 666 | 1 370 581 645 | |||
| 31 December 2006 | ||||||||
| Non current liabilities | ||||||||
| Bank loans - net of short term portion | 26 | 134 085 215 | 134 085 215 | 134 085 215 | ||||
| Debentures - net of short term portion | 26 | 530 273 929 | 530 273 929 | 530 273 929 | ||||
| Finance lease creditors - net of short term po | 26 | 41 897 417 | 41 897 417 | 41 897 417 | ||||
| Other loans Other non current liabilities |
26 29 |
836 | 95 856 073 507 005 |
95 856 073 507 841 |
110 776 991 | 95 856 073 111 284 832 |
||
| Current assets | ||||||||
| Bank loans | 26 | 137 955 436 | 137 955 436 | 137 955 436 | ||||
| Debentures | 26 | |||||||
| Finance lease creditors | 26 | 2 483 759 | 2 483 759 | 2 483 759 | ||||
| Other loans | 26 | 411 087 | 411 087 | 411 087 | ||||
| Trade creditors | 31 | 258 824 535 | 258 824 535 | 258 824 535 | ||||
| Other current liabilities | 33 | 3 216 459 | 56 762 | 26 875 537 | 30 148 758 | 111 821 119 | 141 969 877 | |
| Total | 3 216 459 | 57 598 | 1 229 169 993 | 1 232 444 050 | 222 598 110 | 1 455 042 160 |
| 31.12.07 | 31.12.06 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Investment in group companies excluded from consolidation | ||||
| Opening balance | 42 726 009 | 42 726 009 | ||
| Disposal | ||||
| Liquidation | ||||
| Closing balance | 42 726 009 | 42 726 009 | ||
| Accumulated impairment losses (Note 34) | 42 661 176 | 42 661 176 | ||
| Net investment in group companies excluded from consolidation | 64 833 | 64 833 | ||
| Investment in associated companies | ||||
| Opening balance | 2 920 894 | 3 148 389 | ||
| Increase in share capital | ||||
| Disposal | ||||
| Effect of equity method application | 428 498 | - 227 495 | ||
| Changes in consolidation perimeter | ||||
| Transfer | ||||
| Closing balance | 3 349 392 | 2 920 894 | ||
| Accumulated impairment losses (Note 34) | ||||
| Net investment in associated companies | 3 349 392 | 2 920 894 |
| 31.12.07 | 31.12.06 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Available-for-sale investment | ||||
| Opening balance | 1 433 432 | 1 396 195 | ||
| Acquisition | 100 000 | 85 227 | ||
| Disposal | 20 489 | |||
| Transfer | ||||
| Currency translation effect | 85 047 | - 27 501 | ||
| Closing balance | 1 618 479 | 1 433 432 | ||
| Accumulated impairment losses (Note 34) | 15 961 | 23 568 | ||
| Net available-for-sale investment | 1 602 518 | 1 409 864 | ||
| Investments | ||||
| Opening balance | 4 769 781 | 3 079 442 | ||
| Acquisition | 14 134 527 | 83 312 680 | ||
| Disposal | 18 904 308 | 81 622 341 | ||
| Closing balance | 4 769 781 | |||
| Accumulated impairment losses (Note 34) | ||||
| Net investments measured at fair value through profit and loss | 4 769 781 |
Available-for-sale investment is made up of financial undertakings which do not fulfil the criteria to be stated as subsidiaries excluded from consolidation or as associates. They are recognised at cost as no relevant difference to their fair value is estimated.
During 2007, movements in tangible assets, accumulated depreciation and impairment losses were as follows:
| 2007 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Land and Buildings |
Plant and Machinery | Vehicles | Tools | Fixtures and Fittings |
Other Tangible Fixed Assets |
Fixed Assets under construction |
Total tangible assets | |||
| Gross cost: | ||||||||||
| Opening balance | 464 461 863 | 1 881 653 116 | 10 101 675 | 9 411 014 | 57 066 427 12 910 283 | 58 146 152 | 2 493 750 530 | |||
| Changes in consolidation perimeter | 33 793 070 | 21 918 528 | 259 508 | 119 679 | 178 319 | 1 404 552 | 3 527 654 | 61 201 310 | ||
| Capital expenditure | 279 684 | 1 172 899 | 614 829 | 2 964 | 314 774 | 220 038 | 199 204 890 | 201 810 078 | ||
| Disposals | 12 329 999 | 63 391 441 | 338 165 | 373 130 | 1 859 683 | 76 914 | 173 015 | 78 542 347 | ||
| Transfers and reclassifications | 21 795 479 | 76 073 529 | 6 274 257 | 8 572 555 | - 4 404 380 | 1 696 128 | - 110 317 610 | - 310 042 | ||
| Exchange rate effect | 325 665 | 3 765 088 | 110 345 | - 132 537 | 143 156 | - 17 573 | 1 183 015 | 5 377 159 | ||
| Closing balance | 508 325 762 | 1 921 191 719 | 17 022 449 | 17 600 545 | 51 438 613 16 136 514 | 151 571 086 | 2 683 286 688 | |||
| Accumulated depreciation and impairment losses |
||||||||||
| Opening balance | 130 141 937 | 1 062 716 318 | 8 400 501 | 6 565 770 | 39 628 914 11 394 270 | 343 447 | 1 259 191 157 | |||
| Changes in consolidation perimeter | 3 342 596 | 14 267 080 | 211 472 | 117 932 | 118 758 | 1 361 491 | 19 419 329 | |||
| Charge for the period | 12 576 431 | 110 040 619 | 1 557 996 | 1 936 737 | 4 690 823 | 614 300 | 131 416 906 | |||
| Disposals | 9 914 220 | 60 849 909 | 246 254 | 335 337 | 1 753 020 | 78 517 | 73 177 257 | |||
| Transfers | - 2 545 190 | 3 712 989 | 3 495 773 | - 4 708 796 | - 45 224 | |||||
| Exchange rate effect | 278 616 | 3 418 048 | 58 969 | - 103 891 | 10 042 | - 1 355 | 3 660 429 | |||
| Closing balance | 136 425 360 | 1 127 046 966 | 13 695 673 | 11 676 984 | 37 986 721 13 290 189 | 343 447 | 1 340 465 340 | |||
| Carrying amount | 371 900 402 | 794 144 753 | 3 326 776 | 5 923 561 | 13 451 892 | 2 846 325 | 151 227 639 | 1 342 821 348 |
| 2006 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land and Buildings |
Plant and Machinery | Vehicles | Tools | Fixtures and Fittings |
Other Tangible Fixed Assets |
Fixed Assets under construction |
Total tangible assets | ||
| Gross | |||||||||
| Opening balance | 399 281 939 | 1 645 040 536 | 13 234 771 | 8 116 441 | 45 754 871 | 12 820 081 | 16 320 975 | 2 140 569 614 | |
| Changes in consolidation perimeter | 52 392 910 | 262 218 070 | 33 878 | 10 548 513 | - 68 074 | 17 422 955 | 342 548 252 | ||
| Capital expenditure | 2 200 820 | 5 579 755 | 413 257 | 8 163 | 950 511 | - 268 251 | 107 412 322 | 116 296 577 | |
| Disposal | 6 672 303 | 41 374 848 | 879 023 | 95 130 | 2 286 630 | 186 772 | 16 086 111 | 67 580 817 | |
| Transfers and reclassifications | 25 443 410 | 40 078 706 | - 2 593 489 | 1 501 204 | 2 963 004 | 610 684 | - 63 639 670 | 4 363 849 | |
| Exchange rate effect | - 8 184 913 | - 29 889 103 | - 107 719 | - 119 664 | - 863 842 | 2 615 | - 3 284 319 | - 42 446 945 | |
| Closing balance | 464 461 863 | 1 881 653 116 | 10 101 675 | 9 411 014 | 57 066 427 | 12 910 283 | 58 146 152 | 2 493 750 530 | |
| Accumulated depreciation and impairment losse |
|||||||||
| Opening balance | 92 741 075 | 863 283 400 | 9 127 212 | 5 278 556 | 31 330 191 | 10 853 450 | 1 012 613 884 | ||
| Changes in consolidation perimeter | 29 318 140 | 107 198 251 | 5 031 473 | - 57 863 | 141 490 001 | ||||
| Charge for the period | 12 742 729 | 135 718 826 | 603 528 | 1 392 699 | 5 324 355 | 763 461 | 343 447 | 156 889 045 | |
| Disposal | 3 597 419 | 30 129 074 | 746 776 | 93 081 | 1 966 583 | 164 848 | 36 697 781 | ||
| Transfer | 251 778 | 1 551 869 | - 476 963 | 466 204 | 22 | 1 792 910 | |||
| Exchange rate effect | - 1 314 366 | - 14 906 954 | - 106 500 | - 12 404 | - 556 726 | 48 | - 16 896 902 | ||
| Closing balance | 130 141 937 | 1 062 716 318 | 8 400 501 | 6 565 770 | 39 628 914 | 11 394 270 | 343 447 | 1 259 191 157 | |
| Carrying amount | 334 319 926 | 818 936 798 | 1 701 174 | 2 845 244 | 17 437 513 | 1 516 013 | 57 802 705 | 1 234 559 373 |
Charges for the period include impairment losses in the amount of 15 465 324 euros. In 2006, impairment losses amounted to 50 156 311 euros, of which 38 115 481 euros related to the carrying amount of Tafisa Canada's tangible assets destroyed in the accident described on note 3. The effect of this impairment loss on the consolidated profit and loss statement for 2006 is also described on note 3.
Charges to impairment losses are detailed in note 34.
During 2007 and 2006 no interest paid or any other financial charges were capitalised, in accordance with conditions defined in note 2.9.
At 31 December 2007, mortgaged Land and buildings amounted to 24 925 000 euros (27 137 500 euros at 31 December 2006) as a guarantee for bank loans.
| Closing balance 33 761 516 61 004 516 4 793 515 |
Closing balance 11 547 527 65 181 753 387 834 |
|---|---|
| 712 964 | |
| 100 272 511 | 77 830 078 |
| 7 312 711 | 5 472 194 |
| 13 647 950 | 12 127 686 |
| 3 478 705 | 229 792 |
| 677 072 | 638 072 |
| 25 116 438 | 18 467 744 |
| 75 156 073 | 59 362 334 |
| 712 964 |
At 31 December 2007, details of assets bought through financial leases were as follows:
During 2007, movements in intangible assets, accumulated depreciation and impairment losses were as follows:
| 2007 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Development Costs | Patents, Royalties And Other Rights |
Software | Other Intangible Assets | Assets Under Development | Total intangible assets | ||||||||
| Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Total | |
| Gross cost: | |||||||||||||
| Opening balance Changes in consolidation perimeter |
803 599 | 4 051 626 25 |
64 295 | 223 951 | 1 655 526 642 755 |
7 689 | 13 258 | 71 984 | 6 747 960 642 780 |
6 819 944 642 780 |
|||
| Capital expenditure Disposals |
3 726 | 8 368 849 | 2 514 727 | 8 368 849 | 2 514 727 3 726 |
10 883 576 3 726 |
|||||||
| Transfers and reclassifications | - 350 297 | - 25 | 4 932 415 | 546 683 | 354 756 | - 4 713 180 | - 548 521 | 219 235 | 2 596 | 221 831 | |||
| Exchange rate effect | - 510 | - 9 557 | 56 | - 55 216 | - 55 160 | - 10 067 | - 65 227 | ||||||
| Closing balance | 452 792 | 4 038 343 | 4 996 766 | 770 634 | 2 653 037 | 3 608 142 | 1 979 464 | 8 604 908 | 9 894 270 | 18 499 178 | |||
| Accumulated amortisation and impairment losses |
|||||||||||||
| Opening balance | 417 423 | 3 950 907 | 61 971 | 223 951 | 1 655 526 | 61 971 | 6 247 807 | 6 309 778 | |||||
| Changes in consolidation perimeter | 25 | 633 555 | 633 580 | 633 580 | |||||||||
| Charge for the period | 13 846 | 32 018 | 395 856 | 125 021 | 165 758 | 395 856 | 336 643 | 732 499 | |||||
| Disposals | 3 726 | 3 726 | 3 726 | ||||||||||
| Transfers | - 25 | - 25 | - 25 | ||||||||||
| Exchange rate effect | - 360 | - 10 129 | 56 | 1 357 | - 9 076 | - 9 076 | |||||||
| Closing balance | 430 909 | 3 969 070 | 457 827 | 349 028 | 2 456 196 | 457 827 | 7 205 203 | 7 663 030 | |||||
| Carrying amount | 21 883 | 69 273 | 4 538 939 | 421 606 | 196 841 | 3 608 142 | 1 979 464 | 8 147 081 | 2 689 067 | 10 836 148 |
| 2006 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Development Costs | Patents, Royalties And Other Rights |
Software | Other Intangible Assets | Assets Under Development | Total intangible assets | ||||||||
| Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Internally generated |
Non internally generated |
Total | |
| Gross cost: | |||||||||||||
| Opening balance | 805 060 | 4 036 502 | 223 951 | 1 655 526 | 7 689 | 13 258 | 7 689 | 6 734 297 | 6 741 986 | ||||
| Changes in consolidation perimeter | 63 454 | 63 454 | 63 454 | ||||||||||
| Capital expenditure | 827 | 827 | 827 | ||||||||||
| Disposals | |||||||||||||
| Transfers and reclassifications | 12 910 | 12 910 | 12 910 | ||||||||||
| Exchange rate effect | - 1 461 | 2 214 | 14 | 14 | 753 | 767 | |||||||
| Closing balance | 803 599 | 4 051 626 | 64 295 | 223 951 | 1 655 526 | 7 689 | 13 258 | 71 984 | 6 747 960 | 6 819 944 | |||
| Accumulated amortisation and impairment losses |
|||||||||||||
| Opening balance | 564 527 | 3 918 902 | 179 160 | 1 183 152 | 5 845 741 | 5 845 741 | |||||||
| Changes in consolidation perimeter | 60 329 | 60 329 | 60 329 | ||||||||||
| Charge for the period | 95 977 | 29 983 | 1 642 | 44 777 | 230 018 | 1 642 | 400 755 | 402 397 | |||||
| Disposals | |||||||||||||
| Transfers | - 242 356 | 242 356 | |||||||||||
| Exchange rate effect | - 725 | 2 022 | 14 | 1 311 | 1 311 | ||||||||
| Closing balance | 417 423 | 3 950 907 | 61 971 | 223 951 | 1 655 526 | 61 971 | 6 247 807 | 6 309 778 | |||||
| Carrying amount | 386 176 | 100 719 | 2 324 | 7 689 | 13 258 | 10 013 | 500 153 | 510 166 | |||||
During 2007, movements in investment properties, accumulated depreciation and impairment losses were as follows:
| 2006 | ||||
|---|---|---|---|---|
| Cost | Under construction | Total | Total | |
| Gross cost: | ||||
| Opening balance | 8 788 398 | 8 788 398 | 9 237 766 | |
| Changes to consolidation perimeter | ||||
| Increase | ||||
| Disposals | 380 000 | |||
| Transfers | - 69 367 | |||
| Closing balance | 8 788 398 | 8 788 398 | 8 788 399 | |
| Accumulated depreciation and impairment losses: |
||||
| Opening balance | 377 711 | 377 711 | 252 254 | |
| Changes to consolidation perimeter | ||||
| Charge for the period | 140 655 | 140 655 | 154 590 | |
| Disposals | 29 133 | |||
| Transfers | ||||
| Closing balance | 518 366 | 518 366 | 377 711 | |
| Carrying amount | 8 270 032 | 8 270 032 | 8 410 688 |
During 2007, movements in goodwill arising on consolidation, accumulated depreciation and impairment losses were as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Goodwill | ||
| Gross value: | ||
| Opening balance | 51 105 175 | 44 492 181 |
| Increases | 49 828 568 | 9 028 195 |
| Decreases | ||
| Transfers and write-offs | ||
| Currency translation | - 846 887 | -2 415 200 |
| Closing balance | 100 086 856 | 51 105 176 |
| Accumulated impairment losses: | ||
| Closing balance |
Goodwill is not amortised. Impairment tests on goodwill are performed on a yearly basis.
At 31 December 2007 and 31 December 2006 deferred tax assets and liabilities were detailed according to underlying temporary differences as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | |
| Difference between fair value and cost of tangible assets | 2 502 275 | |||
| Harmonisation adjusments | 58 763 486 | 42 870 655 | ||
| Provisions and impairment losses not accepted for tax purposes | 4 397 809 | 10 780 570 | ||
| Impairment of Assets | 2 143 125 | 1 757 559 | ||
| Tangible assets written off | 4 548 | 13 910 | ||
| Intangible assets written off | 209 358 | 240 530 | ||
| Deferred costs written off | 193 609 | |||
| Valuation of hedging derivatives | 141 766 | 86 125 | 505 112 | |
| Revaluation of tangible fixed assets | 3 295 958 | 2 651 114 | ||
| Tax losses carried forward | 41 497 076 | 47 128 614 | ||
| Others | 18 461 | 7 908 787 | 9 106 523 | |
| 48 605 752 | 60 007 308 | 69 968 231 | 57 635 679 |
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | |
| Opening balance | 60 007 308 | 52 685 592 | 57 635 679 | 43 136 143 |
| Impact on results: Harmonisation adjusments Changes in provisions and impairment losses not accepted for tax purposes Impairment of Assets Derecognized intangible assets Derecognized tangible assets |
- 6 567 788 385 567 - 9 362 - 31 172 |
7 184 972 1 757 559 - 170 782 - 59 008 |
8 581 750 | 2 335 368 |
| Deferred costs written off Valuation of hedging derivatives Revaluation of tangible fixed assets Tax losses carried forward Others |
- 38 985 65 101 - 6 619 938 250 137 - 12 566 440 |
- 43 328 - 3 396 749 5 272 664 |
- 481 985 - 322 798 1 614 326 9 391 293 |
551 458 - 17 874 7 007 368 9 876 320 |
| Impact on reserves: Currency translation effect Recognition in Reserves |
1 164 884 | - 703 461 89 028 |
1 508 947 | - 4 245 379 594 718 |
| Impact of changes in the consolidation perimeter: Acquisitions |
1 164 884 | - 614 433 | 1 508 947 1 432 312 |
- 3 650 661 5 610 392 |
| Previously offset deferred tax | 2 663 485 | 2 663 485 | ||
| Closing balance | 48 605 752 | 60 007 308 | 69 968 231 | 57 635 679 |
In accordance with International Financial Reporting Standards / International Accounting Standards, on a yearly basis the Group performs an evaluation of the deferred tax asset relating to tax losses carried forward that was accounted for in previous years.
According to the estimation of taxable profit for the fiscal year 2007 and according to the tax return for the fiscal year 2006, tax losses carried forward and the corresponding deferred tax asset are detailed as follows:
| 31.12.2007 | 31.12.2006 | ||||||
|---|---|---|---|---|---|---|---|
| Limit date to be used | Tax loss carried forward | Deferred tax asset | Tax loss carried forward |
Deferred tax asset | |||
| 2007 | 84 657 | 21 164 | |||||
| 2008 | 153 061 | 38 266 | |||||
| 2009 | 378 636 | 94 659 | 544 023 | 136 005 | |||
| 2010 | 7 212 814 | 1 803 141 | 8 968 079 | 2 214 863 | |||
| 2011 | 161 732 | 40 433 | 11 157 189 | 1 128 983 | |||
| 2012 | 23 396 226 | 6 200 000 | 203 458 | 50 865 | |||
| 2014 | 1 528 502 | 496 763 | |||||
| 2015 | 36 725 | 11 938 | |||||
| 2016 | 38 865 008 | 12 245 372 | |||||
| 2017 | 12 406 750 | 3 722 025 | 13 714 886 | 4 114 466 | |||
| 2018 | 3 740 985 | 1 122 296 | 3 740 985 | 1 122 293 | |||
| 2019 | 53 271 | 15 981 | 53 271 | 15 981 | |||
| 47 350 414 | 12 998 535 | 79 049 844 | 21 596 959 | ||||
| Without time limit | 105 772 167 | 28 498 541 | 84 998 784 | 25 531 655 | |||
| Total | 153 122 581 | 41 497 076 | 164 048 628 | 47 128 614 |
The stated amount of deferred tax asset related to tax losses carried forward was affected by a decrease in corporate income tax rates applicable to several group companies in coming years.
Furthermore, at 31 December 2007 and 31 December 2006, tax losses for which no deferred tax assets were recognised, are detailed as follows:
| 31.12.2007 | 31.12.2006 | |||||
|---|---|---|---|---|---|---|
| Limit date to be used | Tax loss carried forward | Tax credit | Tax loss carried forward |
Tax credit | ||
| 2007 | 253 737 | 63 434 | ||||
| 2008 | 3 240 690 | 810 306 | 5 720 | 1 564 | ||
| 2009 | 2 885 767 | 721 447 | 173 858 | 43 465 | ||
| 2010 | 4 378 441 | 1 096 699 | 83 551 | 22 956 | ||
| 2011 | 574 240 | 143 579 | 3 211 749 | 381 077 | ||
| 2012 | 26 516 598 | 7 019 513 | 62 900 153 | 15 725 038 | ||
| 2013 | 383 085 | 96 318 | ||||
| 2014 | 32 967 957 | 9 890 469 | 20 999 339 | 6 299 801 | ||
| 2015 | 49 | 17 | ||||
| 2016 | 66 749 192 | 20 043 443 | 50 945 246 | 15 283 574 | ||
| 2017 | 51 545 728 | 15 690 466 | 48 726 117 | 14 617 835 | ||
| 2018 | 88 047 862 | 26 560 927 | 95 081 602 | 28 524 481 | ||
| 2019 | 5 354 629 | 1 677 123 | 19 280 761 | 5 784 229 | ||
| 2020 | 1 082 928 | 379 025 | ||||
| 2021 | 19 416 189 | 5 855 105 | 4 244 376 | 1 400 644 | ||
| 303 397 092 | 90 047 871 | 305 652 472 | 88 084 664 | |||
| Without time limit | 780 665 412 | 237 392 833 | 786 519 961 | 284 461 788 | ||
| Total | 1 084 062 504 | 327 440 704 | 1 092 172 433 | 372 546 452 |
The amount of deferred tax asset relating to tax losses carried forward which was not recognised but was quantified in column Tax credit, was affected by a decrease in corporate income tax rates applicable to several group companies in coming years.
Deferred tax assets are offset against deferred tax liabilities in situations where the company generating the related temporary differences is legally entitled to offset the recognised amounts and intends to settle on a net basis or else to realise the assets and settle the liability simultaneously.
At 31 December 2007 and 31 December 2006 details of Other non current assets on the Consolidated Balance sheet were as follows:
| 31.12.2007 | 31.12.2006 | ||||||
|---|---|---|---|---|---|---|---|
| Gross Value | Impairment | Net Value | Gross Value | Impairment | Net Value | ||
| Other loans granted | Loans granted to associated companies Trade accounts receivable and other debtors Financial Instruments |
14 132 899 149 962 1 558 542 15 841 403 |
14 132 899 130 114 14 263 013 |
19 848 1 558 542 1 578 390 |
14 132 897 266 671 1 069 671 15 469 239 |
14 132 897 130 139 14 263 036 |
136 532 1 069 671 1 206 203 |
| Tax recoverable | |||||||
| Others | 54 341 | 54 341 | 78 753 | 78 753 | |||
| Assets out of scope of IFRS 7 | 54 341 | 54 341 | 78 753 | 78 753 | |||
| Total | 15 895 744 | 14 263 013 | 1 632 731 | 15 547 992 | 14 263 036 | 1 284 956 | |
| Ageing of Trade Accounts | |||||||
| Receivable and Other Debtors | |||||||
| 31.12.2007 | 31.12.2006 | ||||||
| Not due | 654 120 | 26 750 | |||||
| Due and not impaired | |||||||
| < 6 months | 6 592 | ||||||
| 6 - 12 months | 150 | 613 | |||||
| > 1 year | 897 680 | 1 042 308 | |||||
| 904 422 | 1 042 921 | ||||||
| Due and impaired | |||||||
| < 6 months | |||||||
| 6 - 12 months | |||||||
| > 1 year | |||||||
| Total | 1 558 542 | 1 069 671 | |||||
At 31 December 2007 and 31 December 2006, details of Inventories on the Consolidated Balance Sheet were as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Merchandise | 12 792 958 | 15 723 822 |
| Finished and intermediate products | 106 051 119 | 89 181 673 |
| Products and working in progress | 1 725 817 | 2 995 739 |
| Raw Materials and Consumables | 149 733 708 | 121 613 564 |
| 270 303 602 | 229 514 798 | |
| Accumulated impairment losses on inventories (Note 31) | 12 588 275 | 15 543 189 |
| 257 715 327 | 213 971 609 |
At 31 December 2007 and 31 December 2006, details of Trade Debtors on the Consolidated Balance Sheet were as follows:
| 31.12.2007 | 31.12.2006 | |||||
|---|---|---|---|---|---|---|
| Gross Value | Impairment | Net Value | Gross Value | Impairment | Net Value | |
| Trade Debtors | 276 859 705 | 16 719 681 | 260 140 024 | 308 719 485 | 18 510 857 | 290 208 628 |
| AGEING OF TRADE DEBTORS | |||||
|---|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | ||||
| Not due | 203 431 697 | 234 982 812 | |||
| Due and not impaired | |||||
| 0 - 30 days | 34 481 114 | 37 822 189 | |||
| 30 - 90 days | 10 596 124 | 11 353 296 | |||
| ' + 90 days | 9 347 670 | 7 589 968 | |||
| 54 424 908 | 56 765 453 | ||||
| Due and impaired | |||||
| 0 - 90 days | 4 590 668 | 2 912 238 | |||
| 90 - 180 days | 613 443 | 1 049 767 | |||
| 180 - 360 days | 2 844 742 | 872 262 | |||
| + 360 days | 10 954 247 | 12 136 953 | |||
| 19 003 100 | 16 971 220 | ||||
| Total | 276 859 705 | 308 719 485 |
At 31 December 2007 and 31 December 2006, details of Other current debtors on the Consolidated Balance Sheet were as follows:
| 31.12.2007 | 31.12.2006 | |||||
|---|---|---|---|---|---|---|
| Gross Value | Impairment | Net Value | Gross Value | Impairment | Net Value | |
| Other debtors | 20 402 117 | 19 628 | 20 382 489 | 19 077 427 | 20 296 | 19 057 131 |
| Advances to trade creditors | 391 711 | 391 711 | 1 525 550 | 1 525 550 | ||
| Goup companies | 705 903 | 422 876 | 283 027 | 2 668 197 | 422 877 | 2 245 320 |
| Financial Instruments | 21 499 731 | 442 504 | 21 057 227 | 23 271 174 | 443 173 | 22 828 001 |
| Outros Devedores | 782 239 | 782 239 | 228 808 | 228 808 | ||
| Assets out of scope of IFRS 7 | 782 239 | 782 239 | 228 808 | 228 808 | ||
| Total | 22 281 970 | 442 504 | 21 839 466 | 23 499 982 | 443 173 | 23 056 809 |
| Ageing of Other Debtors | Ageing of Advances to Trade Creditors |
Ageing of Group Companies | |||||
|---|---|---|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | ||
| Not due | 810 337 | 304 655 | 54 520 | 841 | 283 027 | 2 245 320 | |
| Due and not impaired | |||||||
| 0 - 30 days 30 - 90 days + 90 days |
14 467 597 136 347 4 934 015 19 537 959 |
6 197 846 27 622 12 510 013 18 735 481 |
48 217 81 234 207 740 337 191 |
16 772 1 252 182 255 755 1 524 709 |
|||
| Due and impaired | |||||||
| 0 - 90 days 90 - 180 days 180 - 360 days |
53 821 | 37 290 | |||||
| + 360 days | 53 821 | 37 290 | 422 876 422 876 |
422 877 422 877 |
|||
| Total | 20 402 117 | 19 077 426 | 391 711 | 1 525 550 | 705 903 | 2 668 197 |
At 31 December 2007 and 31 December 2006, details of Other current assets on the Consolidated Balance Sheet were as follows:
| 31.12.2007 | 31.12.2006 | |||||
|---|---|---|---|---|---|---|
| Gross Value | Impairment | Net Value | Gross Value | Impairment | Net Value | |
| Derivatives instruments | 5 183 887 | 5 183 887 | 6 528 108 | 6 528 108 | ||
| Instrumentos financeiros | 5 183 887 | 5 183 887 | 6 528 108 | 6 528 108 | ||
| Accrued revenue | 2 583 923 | 2 583 923 | 43 096 500 | 43 096 500 | ||
| Deferred Costs | 6 996 291 | 6 996 291 | 5 899 594 | 5 899 594 | ||
| Others | 14 214 | 14 214 | 79 018 | 79 018 | ||
| Assets out of scope of IFRS 7 | 9 594 428 | 9 594 428 | 49 075 112 | 49 075 112 | ||
| Total | 14 778 315 | 14 778 315 | 55 603 220 | 55 603 220 |
At 31 December 2007 and 31 December 2006, details of State and Other Public Entities on the Consolidated Balance Sheet were as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| State and other public entities: | ||
| Income Tax | 7 556 685 | 4 905 409 |
| Value Added Tax | 15 994 345 | 11 303 377 |
| Social Security Contribution | 12 872 | 10 327 |
| Others | 6 590 344 | 2 566 501 |
| 30 154 246 | 18 785 614 |
At 31 December 2007 and 31 December 2006, the detail of Cash and Cash Equivalents was as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Cash at hand | 120 588 | 1 994 530 |
| Bank deposits | 30 644 304 | 103 065 901 |
| Treasury applications | 35 118 656 | 84 228 698 |
| Cash and cash equivalents on the balance sheet (financial instruments) |
65 883 548 | 189 289 129 |
| Bank overdrafts | 16 728 792 | 572 787 |
| Cash and cash equivalents on the statement of cash flows |
49 154 756 | 188 716 342 |
Bank overdrafts include credit balances on current accounts, and are included as Bank loans under current liabilities on the consolidated balance sheet's (note 26).
At 31 December 2007 there were bank deposits in the amount of 18 481 066 euros which related to the securitization facility described on note 26.3.
The balance of Treasury applications at 31 December 2007 and 31 December 2006 was composed of several very short term treasury applications at banks, with low risk (bank risk) and returns aligned with existing market applications with similar maturity and risk profiles.
At 31 December 2007 and 2006, Sonae Indústria's Share Capital was fully underwritten and paid and was comprised of 140 000 000 common shares, not entitled to fixed income, with a face value of 5 euros per share. At this date, neither the company nor any of its affiliates held any shares in the company.
The caption Legal reserve includes the parent company's reserve set up in accordance with articles 295 and 296 of the Company Law.
This caption includes:
Reserves set up by the parent company and by its subsidiaries in accordance with statutory rules or by proposition of the respective Board of Directors approved by the General Shareholders' Meeting;
Currency translation reserves resulting from the conversion to Euros of subsidiaries' financial statements which are expressed in a different functional currency;
Prior periods' net profits pending application;
Consolidation adjustments to any of the aforementioned components.
Sonae Indústria, SGPS, SA is included in the consolidation perimeter of its ultimate parent company, Efanor Investimentos, SGPS, SA.
Changes to this item during 2007 and 2006 were as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| 28 100 792 | 44 960 793 | |
| Opening balance | ||
| Decrease / (increase) in ownership percentage on consolidated companies | - 7 314 987 | -1 356 364 |
| Change resulting from currency translation | 2 033 338 | -1 785 924 |
| Net profit for the period attributed to minority interests | 10 817 464 | 1 334 384 |
| Others | 105 810 | -15 052 097 |
| Closing balance | 33 742 417 | 28 100 792 |
The item Decrease/(increase) in ownership percentage on consolidated companies includes mainly the change in minority interests resulting from the acquisition of Tafisa shares (Note 9) and the consequent increase in ownership percentage of subsidiaries held by Tafisa.
As at 31 December 2007 and 31 December 2006 Sonae Indústria had the following outstanding loans:
| 31.12.2007 | |||||
|---|---|---|---|---|---|
| Amortised cost | Nominal value | ||||
| Current | Non current | Current | Non current | Fair value adjustment |
|
| Bank loans | 55 605 328 | 187 543 520 | 55 605 328 | 187 543 520 | -1 829 917 |
| Debentures | 100 000 000 | 431 336 457 | 100 000 000 | 435 000 000 | |
| Obligations under finance leases | 3 465 063 | 51 100 454 | 3 465 063 | 51 100 454 | 9 888 477 |
| Other loans | 504 957 | 34 506 252 | 504 957 | 34 506 252 | |
| Gross debt | 159 575 348 | 704 486 683 | 159 575 348 | 708 150 226 | 8 058 560 |
| Investment | |||||
| Cash and cash equivalent in balance sheet | 65 883 548 | 65 883 548 | |||
| Net debt | 93 691 800 | 704 486 683 | 93 691 800 | 708 150 226 | 8 058 560 |
| Total net debt | 798 178 483 | 801 842 026 |
| 31.12.2006 | |||||
|---|---|---|---|---|---|
| Amortised cost | Nominal value | Fair value | |||
| Current | Non current | Current | Non current | adjustment | |
| Bank loans Debentures |
137 955 436 | 134 085 215 530 273 929 |
137 955 436 | 134 085 215 535 000 000 |
-1 387 035 |
| Obligations under finance leases Other loans |
2 483 759 411 087 |
41 897 417 95 856 073 |
2 483 759 411 087 |
41 897 417 95 856 073 |
11 386 811 |
| Gross debt | 140 850 282 | 802 112 634 | 140 850 282 | 806 838 705 | 9 999 776 |
| Investment Cash and cash equivalent in balance sheet |
4 769 781 189 289 129 |
4 769 781 189 289 129 |
|||
| Net debt | - 53 208 628 | 802 112 634 | - 53 208 628 | 806 838 705 | 9 999 776 |
| Total net debt | 748 904 006 | 753 630 077 |
The column "Fair value adjustment" includes the adjustments which would have to be made if the corresponding items were to be stated at fair value.
The aforementioned loans do not include loans granted by related parties.
The bank loans and overdrafts presented in the table in note 26. are included in "Long Term Bank Loans – net of the Short Term portion", "Short Term portion of Long Term Bank Loans", "Non convertible debentures – net of the Short Term portion", "Short term portion of long term non convertible debentures" and "Short Term Bank Loans" on the Consolidated Balance Sheet and their composition as at 31 December 2007 are detailed in the following table:
| Bank loans | |||||
|---|---|---|---|---|---|
| Non current | Current | ||||
| Company | Bank loans | Short term portion |
Short term | Bank overdrafts | Total |
| Glunz AG | 63 795 900 | 14 553 700 | 1 652 512 | 80 002 112 | |
| Sonae Indústria-SGPS,SA | 75 625 000 | 6 250 000 | 81 875 000 | ||
| Sonae Novobord (Pty) Ltd | 36 901 124 | 6 436 240 | 2 891 176 | 46 228 541 | |
| Sonae UK,Ltd. | 3 181 756 | 6 363 515 | 9 545 270 | ||
| Sonae Ind., Prod. e Com.Deriv.Madeira,SA | 3 375 000 | 4 252 149 | 7 627 149 | ||
| Others | 4 664 740 | 1 019 098 | 1 836 | 12 185 102 | 17 870 776 |
| 187 543 520 | 38 874 702 | 1 836 | 16 728 790 | 243 148 848 |
a) During 2002 and 2003, Glunz AG., contracted a loan with the European Investment Bank for 119 000 000 Euros (made up by two components). The loan pays interest quarterly, indexed to a fixed rate of 3,64%, and will be redeemed in 16 consecutive and variable semiannual instalments, the first of which was made in June 2005. At 31 December 2007, outstanding principal was 78 349 600 euros.
b) During the first half of 2005, a loan contracted in 2001 by Sonae SGPS SA with the European Investment Bank, of 50 000 000 Euros, was transferred to Sonae Indústria SGPS, SA. The loan pays interest quarterly, at market rates, and will be redeemed in 16 consecutive semi-annual instalments. At 31 December 2007, the principal outstanding was 21 875 000 euros;
c) On 25 January 2006 Sonae Indústria SGPS, S. A. contracted commercial paper with several financial institutions for up to a maximum nominal amount of 100 000 000 euros. This programme will mature on 27 January 2016. At 31 December 2007, commercial paper issued amounted to 60 000 000 euros.
d) Sonae Novoboard raised ZAR 200 000 000 in debt from Firstrand Bank. The facility was issued at a fixed rate of 13.18%, interest is payable semi-annually, and principal is repaid in 14 consecutive and variable instalments, the first of which occurred in June 2003. As at 31 December 2007, the principal outstanding was 14 013 747 euros;
e) On 4 December 2006, Sonae Novobord contracted a loan from Santander Totta in ZAR (South African Rands) up to a maximum principal of 15 000 000 euros on withdrawal date. The loan has a three month maturity period and may be automatically renewed for equal periods. The facility was issued at a market rate and interest is payable quarterly. At 31 December 2007 the loan had been completely redeemed.
f) During the first half of 2007, Sonae Novobord contracted a loan with the European Investment Bank up to a maximum principal of 25 000 000 Euros. The loan pays interest at a market rate and will be redeemed in 14 consecutive and equal semi-annual instalments, the
first of which will be made in September 2010. At 31 December 2007, outstanding principal was 21 847 644 euros.
g) During first half 2007 Sonae Novobord contracted a loan with International Finance Corporation (IFC) of 71 800 000 ZAR. The loan pays interest at a market rate and will be redeemed in 16 consecutive and equal semi-annual instalments, the first of which will be made in June 2009. At 31 December 2007, outstanding principal was 7 158 460 euros.
h) Sonae UK signed a loan contract with the European Investment Bank, for GBP 35 000 000. This loan pays interest at market rates and is redeemable in 15 consecutive and equal semi-annual instalments, the first of which matured in June 2002. As at 31 December 2007, the principal outstanding was 9 545 271 euros;
i) In 2000, Sonae Indústria – Produção e Comercialização de Derivados de Madeira, SA contracted a 27 000 000 euro loan with the European Investment Bank. The loan pays interest semi-annually in arrears, at a fixed rate of 3.16%, and the principal is repaid in 16 consecutive semi-annual instalments. As at 31 December 2007, the principal outstanding was 6 750 000 euros;
j) During 2005, Tafisa Brasil contracted two loans from Santander Banespa of 80 000 000 reais. The loans pay interest at market rates and are automatically renewed at the end of each month. As at 31 December 2007, the loan had been completely repaid.
a) Sonae Indústria 2004 bonds, issued on 15 October 2004, with a principal of 80 000 000 euros. Principal will be paid in a single bullet payment 5 years after issue date. Interest is calculated using Euribor six months plus 87.5 bps, and paid semi-annually in arrears on 15 April and 15 October;
b) Sonae Indústria 2005/2013 bonds, issued on 31 March 2005, with a principal amount of 55 000 000 euros, and a bullet repayment 8 years after issue date. Interest is calculated using Euribor six months plus 87.5 bps, paid semi-annually in arrears on 31 March and 30 September;
c) Sonae Indústria 2005/2008 bonds, issued on 27 April 2005, with a principal amount of 100 000 000 euros and a bullet repayment 3 years after issue date. Interest is calculated using Euribor six months plus 100 bps, paid semi-annually in arrears on 27 April and 27 October;
d) Sonae Indústria 2005/2010 bonds, issued on 27 April 2005, with a principal amount of 150 000 000 euros and a bullet repayment 5 years after issue date. Sonae Indústria may anticipate repayment, either partially or for the full amount of principal outstanding, at any interest payment date after April 2008, inclusive. Interest is calculated using Euribor six months plus 110 bps, paid semi-annually in arrears on 27 April and 27 October;
e) Sonae Indústria 2006/2014 bonds, issued on 28 March 2006, with a principal amount of 50 000 000 euros and a bullet repayment 8 years after issue date. Interest is calculated using Euribor six months plus 87,5 bps, paid semi annually in arrears on 28 March and 28 September;
f) Sonae Indústria 2006/2013 bonds, issued on 3 July 2006, with a principal amount of 50 000 000 euros and a bullet repayment 7 years after issue date. Sonae Indústria may anticipate repayment, either partially or for the full amount of principal outstanding, at any interest payment date after July 2011, inclusive. Interest is calculated using Euribor six months plus 86 bps, paid semi annually in arrears on 3 January and 3 July;
g) Sonae Indústria 2006/2014 bonds, issued on 2 August 2006, with a principal amount of 50 000 000 euros and a bullet repayment 8 years after issue date. Interest is calculated using Euribor six months plus 80 bps, paid semi annually in arrears on 2 February and 2 August.
Other loans, as detailed in the table in note 26, are included in the consolidated Balance Sheet, in "Other Financing" in Current Liabilities and Non-Current Liabilities, and had the following composition on 31 December 2007:
| Other Loans | ||||||
|---|---|---|---|---|---|---|
| Company | Long term | Short term | ||||
| Securitization | Others | Others | ||||
| Sonae UK,Ltd. | 16 631 645 | |||||
| Sonae Tafibra Benelux, BV | 9 867 661 | |||||
| Glunz AG | 5 024 887 | 56 327 | ||||
| Spanboard Products,Ltd | 2 420 647 | 9 196 | ||||
| Sonae Ind., Prod. e Com.Deriv.Madeira,SA | 46 318 | |||||
| Isoroy SAS | 34 118 | 168 159 | ||||
| Tableros Tradema,S.L. | 11 495 | |||||
| Others | 515 799 | 224 957 | ||||
| 33 990 453 | 515 799 | 504 957 |
During 2004, Sonae Indústra SGPS SA together with its subsidiaries Soane Indústria – Produção e Comercialização de Madeira, S.A (then Sonae Tafibra – Gestão Comercial S.A), Tableros Tradema S.L (then Tafibra, Tableros Aglomerados e de Fibras, A.I.E), Isoroy S.A.S
(then Isoroy Diffusion S.N.C.), Glunz AG, Sonae Tafibra Benelux, B.V., Sonae (UK) Limited and Spanboard Products Limited, signed a Securitization facility of up to 120 000 000 euros, later increased to 150 000 000 euros (2006) and 175 000 000 (2007), with ABN Amro Bank, NV and TAPCO – Tulip Asset Purchase Company BV. This facility, which initially matured in March 2009, was rescheduled to March 2012. As at 31 December 2007, the principal outstanding was 33 990 453 euros.
Trade debtors securitized were kept on the consolidated balance sheet as the criteria set out in IAS 39 for their derecognition were not fully met, namely the whole risks related to the securitized assets were not completely transferred.
Details of finance leases creditors at 31 December 2007 and at 31 December 2006 are as follows:
| Minimum | Present value | ||||||
|---|---|---|---|---|---|---|---|
| lease payments | of minimum lease payments | ||||||
| 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | ||||
| 2007 | - | 7 134 059 | - | 2 483 758 | |||
| 2008 | 8 680 765 | 6 780 212 | 3 465 063 | 2 319 852 | |||
| 2009 | 8 521 200 | 6 620 369 | 3 585 532 | 2 367 727 | |||
| 2010 | 8 314 972 | 6 411 164 | 3 677 724 | 2 379 621 | |||
| 2011 | 8 105 780 | 6 172 911 | 3 782 999 | 2 372 999 | |||
| 2012 | 8 060 689 | 4 071 641 | |||||
| after 2012 (2011) | 44 862 204 | 49 824 097 | 35 982 558 | 32 457 219 | |||
| 86 545 610 | 82 942 812 | 54 565 517 | 44 381 176 | ||||
| Lease creditors - current | 3 465 063 | 2 483 759 | |||||
| Lease creditors - non current | 51 100 454 | 41 897 417 | |||||
The fair value of derivative instruments are stated as follows:
| Other current assets (note 21) |
Other current liabilities (note 33) |
Other non current liabilities (note 29) |
||||
|---|---|---|---|---|---|---|
| 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | |
| Derivatives at fair value through profit or loss | 5 047 080 | 5 829 177 | 942 442 | 3 216 459 | 216 079 | |
| Derivatives at fair value through reserves | 136 807 | 698 932 | 56 762 | 836 | ||
| 5 183 887 | 6 528 109 | 942 442 | 3 273 221 | 216 079 | 836 |
| Maturity of financial derivatives | |||
|---|---|---|---|
| 2008 | 2009 | ||
| Derivatives at fair value through reserves | 145 789 | - 8 982 | |
| Derivatives at fair value through profit and loss | 3 917 137 | - 28 578 | |
| 4 062 926 | - 37 560 |
They are made up by exchange rate derivatives (forwards) over which no hedge accounting was applied, and by interest rate derivatives (swaps) which consist on fair value hedges. Gains and losses resulting from changes in fair value are stated under the item Adjustments to fair value of financial instruments at fair value through profit or loss (note 39), which corresponds to a net loss of 598 669 euros.
They are made up by interest rate derivatives, mainly swaps, which consist on cash flow hedges. Changes in the fair value of these financial instruments were recorded under Hedging reserves, included in the caption Reserves and retained earning on the balance sheet, for the amount of 95 244 euros. No amounts related to instruments which matured in 2007 were transferred from reserves to profit or loss
The liquidity risk described on note 2.23., c), related to gross debt referred to on note 26, can be analysed as follows:
| Maturity of gross debt |
Interests | Total | |
|---|---|---|---|
| 2008 | 159 575 348 | 42 685 790 | 202 261 138 |
| 2009 | 122 301 902 | 38 787 116 | 161 089 018 |
| 2010 | 214 220 544 | 32 904 094 | 247 124 638 |
| 2011 | 27 945 729 | 22 010 545 | 49 956 274 |
| 2012 | 84 572 381 | 26 795 341 | 111 367 722 |
| 2013 | 114 021 403 | 16 457 486 | 130 478 889 |
| >2013 | 145 088 265 | 17 717 660 | 162 805 925 |
| 867 725 572 | 197 358 032 | 1 065 083 604 |
The calculation of interest in the previous table was based on interest rates at 31 December 2007 applicable to each item of debt. Gross debt maturing in 2008 includes scheduled repayment of debt along with the repayment of debt as at end 2007 maturing within less than one year (although some credit limits might be rolled over).
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Commitment < 1year | 101 026 304 | 138 766 826 |
| Commitment > 1year | 235 000 000 | 150 000 000 |
| TOTAL | 336 026 304 | 288 766 826 |
The analysis of interest rate risk, described on note 2.23., h), consisted on calculating the way net profit before tax would had been impacted if there would had been a change of +0.75 or -0.75 percentage points in actual 2007 interest rates.
Considering Euribor 6 months as a reference indicator for interest rates of Euro, a change of 0.75 percentage points corresponds to 2.3 times the standard deviation of that variable in 2007.
| Sensitivity Analysis | |||||
|---|---|---|---|---|---|
| "Notional" (Euros) |
Effect in profit and loss (Euros) |
||||
| Var. | Var. | ||||
| 0,75pp | -0.75pp | ||||
| Gross debt excluding banks overdrafts | |||||
| EUR | -779 188 507 | -4 204 429 | 4 204 429 | ||
| GBP | -28 470 911 | - 232 060 | 232 060 | ||
| BRL | - 43 571 | 43 571 | |||
| ZAR | -43 337 364 | - 214 466 | 214 466 | ||
| -850 996 782 | -4 694 526 | 4 694 526 | |||
| Financial derivatives | |||||
| EUR | 50 000 000 | ||||
| ZAR | 11 370 573 | - 50 299 | 50 299 | ||
| 61 370 573 | - 50 299 | 50 299 | |||
| Treasury applications | |||||
| EUR | 18 481 066 | 290 269 | - 290 269 | ||
| BRL | 16 637 589 | 24 056 | - 24 056 | ||
| 35 118 655 | 314 325 | - 314 325 | |||
| -4 430 500 | 4 430 500 |
With respect to exchange rate risk, described on note 2.23., b), ii), the following calculations were performed:
| Foreign currency amount | EUR equivalent | Sensitivity analisys | ||||||
|---|---|---|---|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | 31.12.2007 31.12.2006 |
2007 | 2006 | ||||
| Var. | Var. | |||||||
| -1% | 1% | -1% | 1% | |||||
| CAD | 113 800 000 | 109 164 034 | 78 759 842 | 71 438 035 | - 787 598 | 787 598 | - 714 380 | 714 380 |
| GBP | 16 271 830 | 12 790 143 | 22 188 430 | 19 047 080 | - 221 884 | 221 884 | - 190 471 | 190 471 |
| ZAR | 202 820 925 | 20 221 246 | - 202 212 | 202 212 |
1.2.- Other financial assets net of Other financial liabilities
| Foreign currency amount | EUR equivalent | Sensitivity analisys | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | 2007 | |||||
| Var. | Var. | ||||||||
| -1% | 1% | -1% | 1% | ||||||
| USD | 3 766 568 | 8 825 235 | 2 558 630 | 6 701 001 | - 25 586 | 25 586 | - 67 010 | 67 010 |
| Foreign currency amount | EUR equivalent | Sensitivity analisys | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | 31.12.2007 | 31.12.2006 | 2007 | 2006 | ||||
| Var. | Var. | ||||||||
| -1% | 1% | -1% | 1% | ||||||
| CAD GBP ZAR |
118 665 909 17 721 904 228 076 717 |
114 559 098 55 415 611 26 094 334 |
82 127 420 24 165 765 22 739 249 |
74 968 325 82 525 109 2 832 523 |
821 274 241 658 227 392 |
- 821 274 - 241 658 - 227 392 |
749 683 825 251 28 325 |
- 749 683 - 825 251 - 28 325 |
At 31 December 2007 and 31 December 2006, details of Other non current liabilities were as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Derivative instruments | 216 078 | 836 |
| Goup companies | 72 604 | 72 604 |
| Other creditors | 1 046 562 | 434 401 |
| - | 1 335 244 | 507 841 |
| State and other public entities | 45 800 911 | 33 772 070 |
| Other creditors | 77 615 354 | 77 004 921 |
| Liabilities out of scope of IFRS 7 | 123 416 265 | 110 776 991 |
| Total | 124 751 509 | 111 284 832 |
The item State and other public entities – Others includes the owing amount of ICMS – Tax on Trade of Goods and Services Rendered to be paid by the subsidiary Tafisa Brasil in accordance with the terms of the agreement celebrated with the Government of the State of Paraná (Brazil), which considers postponing 90% of the payment of each parcel of tax for a twelve-year period, to be updated yearly according to 10% of FCA index.
Other creditors include 77 615 354 euros relating to deferred income-investment subventions.
| 31 December 2007 | N+1 | N+2 | N+3 | N+4 | N+5 | > N+5 | Total |
|---|---|---|---|---|---|---|---|
| 72 604 | 72 604 | ||||||
| Maturity of Other non current creditors | 619 674 | 426 888 | 1 046 562 | ||||
| 619 674 | 426 888 | 72 604 | 1 119 166 | ||||
| 31 December 2006 | N+1 | N+2 | N+3 | N+4 | N+5 | > N+5 | Total |
| Maturity of Group Companies | 72 604 | 72 604 | |||||
| Maturity of Other non current creditors | 7 513 | 426 888 | 434 401 | ||||
| 7 513 | 499 492 | 507 005 |
Various Group companies assumed the liability of giving their employees cash contributions to pension plans for old age, incapacity, early retirement, survival and post retirement medical care. These contributions are determined as a percentage that increases as a result of the number of years that the employee has worked at the company, and which is applied to a salary table that is negotiated on a yearly basis and correspond to defined benefits plans.
Current liabilities associated with past years of service are evaluated every year through actuarial studies and based on the "Projected Unit Credit" methodology. Actuarial assumptions employed on the last study prepared at 31 December 2006 were:
| South Africa | Germany | |||||||
|---|---|---|---|---|---|---|---|---|
| Glunz AG | GHP GmbH | Tool GmbH | ||||||
| 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | |
| Mortality table | PA (90) | A55 | Richttafeln 2005 G |
Richttafeln 2005 G |
Richttafeln 2005 G |
Richttafeln 2005 G |
Richttafeln 2005 G |
- |
| Salary growth rate | 7,1% | 5,5% | 2,0% | 5,0% | 0,00% | 0,00% | 0,00% | - |
| Return on fund | 9,0% | 8,5% | 4,0% | 8.0% | 4,10% | 4,10% | 4,10% | - |
| Actuarial tecnical rate | 9,0% | 8,5% | 4,75% | 8.0% | 4,75% | 4,75% | 5,6% | - |
| Pension growth rate | 6,1% | 5,0% | 1,5% | 3,5% | 1,50% | 1,50% | 1,50% | - |
| France | Portugal | |||
|---|---|---|---|---|
| 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | |
| Mortality table | TPG 1993 | TPG 1993 | TV 88/90 | TV 88/90 |
| Salary growth rate | 2,0% | 2,0% | 3,0% | 3,0% |
| Return on fund | - | - | 6,0% | 6,0% |
| Actuarial tecnical rate | 4,5% | 4,5% | 4,0% | 4,0% |
| Pension growth rate | 2,0% | 2,0% | 0,0% | 0,0% |
In previous periods, pension funds and provisions for pension liabilities were created by various companies within the Group in the following countries:
The employees of Sonae Novobord (PTY) have the following benefit scheme:
Defined contribution plan composed of a number of assets that are managed by a third party. The Company is obliged to deliver the defined contributions. At 31 December 2007, no contributions were outstanding or unpaid.
Defined Benefit plan with a fund managed by a third party and calculated in accordance with International Accounting Standard 19 and based on actuarial studies performed by an independent party.
Post-Retirement Health Benefit scheme under which the Company will provide for 50% of eligible health expenses incurred after the employee's retirement.
In an actuarial study carried out on 31 December 2007, liabilities amounted to 50 594 915 ZAR (5 044 313 euros) covered by the market value of the fund of 42 727 904 ZAR (4 259 972 euros) and by a provision of 7 867 001 ZAR (784 340 euros), which is recorded as a Pension Liability in Non Current Liabilities on the Consolidated Balance Sheet.
Glunz AG has a defined benefit plan and it has constituted a fund. The plan is calculated according to International Accounting Standard 19, and based on actuarial studies carried out by an independent party. The company has recorded a provision for Pension Liabilities in Non Current Liabilities of 16 937 270 euros, which fully provides for the liabilities calculated by the actuarial study reported to 31 December 2007. On the same date, the value of the fund constituted at the end of the year was 235 132 euros.
GHP GmbH has a defined benefit plan and it has constituted a fund. The plan is calculated according to International Accounting Standard 19. In an actuarial study dated 31 December 2007, liabilities amounted to 1 080 274 euros and were covered by the fund and by provisions for Pension Liabilities in Non Current Liabilities of 176 126 euros and 904 149 euros respectively.
Tool GmbH has a defined benefit plan and it has constituted a fund. The plan is calculated according to International Accounting Standard 19. In an actuarial report carried out at 31 December 2007, liabilities amounted to 90 658 euros and were covered by the fund and by provisions for Pension Liabilities in Non Current Liabilities of 16 728 euros and 73 930 euros respectively.
Upon retirement of their employees, Isoroy SAS and Darbo SAS are obliged to pay a sum defined under the terms of the sector's collective labour agreement. An actuarial study calculated the liabilities of the two companies on 31 December 2007 to be 1 853 398 euros. This is fully covered by a provision that is recorded as a Pension Liability in Non Current Liabilities on the Consolidated Balance Sheet
Various Group companies have a defined benefit plan and funds managed by third parties, calculated in accordance with International Accounting Standard 19 and based on actuarial studies carried out by independent parties. Employees of eight companies hired until 31 December 1994 are covered by this plan under which they will receive as from retirement, a life long monthly payment equivalent to 20% of their salary at their retirement date. The liability for services provided as at 31 December 2007, based on an actuarial study on the same date, were calculated to be 3 693 963 euros. This was fully covered by the value of the fund and by a provision included as a Pension Liability in Non Current Liabilities on the Consolidated Balance Sheet, of 1 314 100 euros and 2 379 863 euros, respectively.
The main changes, during the periods ending 31 December 2007 and 31 December 2006, to the present value of these liabilities are presented below:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Opening balance of obligations' present value | 30 749 539 | 30 240 033 |
| Interest cost | 1 625 181 | 1 352 903 |
| Current service cost | 802 305 | 644 580 |
| Actuarial (Gains)/Losses | -1 996 561 | -1 050 134 |
| Recognised past service cost | 1 024 696 | |
| Paid pensions | 1 879 438 | 1 671 546 |
| Exchange rate effect | - 60 109 | -1 035 535 |
| Changes in consolidation perimeter | 149 129 | 1 244 542 |
| Closing balance of obligations' present value | 29 390 046 | 30 749 539 |
At 31 December 2007 and 31 December 2006, the amount of liabilities for defined benefits recognised in the consolidated balance sheet is detailed as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Present value of obligations Actuarial Losses/(Gains) not recognised Fair value of plan assets |
29 390 046 687 493 5 766 926 |
30 749 539 739 768 5 025 256 |
| Pension liabilities | 22 935 627 | 24 984 515 |
The impact of these liabilities on the 2007 and 2006 consolidated profit and loss statements is detailed as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Interest cost | 1 625 181 | 1 385 652 |
| Current service cost | 802 305 | 598 404 |
| Past service cost | 1 024 696 | |
| (Increase) / Decrease in fair value of plan assets | 288 088 | - 296 156 |
| Recognized actuarial (Gains)/Losses | -1 996 561 | - 956 835 |
| 719 013 | 1 755 761 |
At 31 December 2007 and 31 December 2006, Trade creditors stated on the consolidated balance sheet showed the following maturities:
| MATURITY OF TRADE CREDITORS | ||
|---|---|---|
| 31.12.2007 | 31.12.2006 | |
| To be paid | ||
| < 90 days | 222 708 799 | 255 725 113 |
| 90 - 180 days | 2 072 418 | 1 923 569 |
| 1 447 469 | 1 175 853 | |
| 226 228 686 | 258 824 535 |
At 31 December 2007 and 31 December 2006, State and other public entities had the following composition:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| State and other public entities | ||
| Income Tax | 14 877 387 | 13 743 944 |
| Value Added Tax | 3 113 994 | 3 474 862 |
| Social Security Contribution | 8 841 810 | 7 945 825 |
| Others | 2 805 727 | 2 577 352 |
| 29 638 918 | 27 741 983 |
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Group companies | 201 | 814 434 |
| Derivatives | 942 442 | 3 273 221 |
| Trade debtors advances | 381 327 | 493 850 |
| Fixed assets suppliers | 23 143 342 | 8 415 384 |
| Other creditors | 6 385 706 | 17 151 869 |
| Financial instruments | 30 853 018 | 30 148 758 |
| Outros credores | 13 326 882 | 6 843 461 |
| Accrued expenses: | ||
| Insurances | 31 938 | 332 978 |
| Personnel costs | 29 311 940 | 29 390 350 |
| Accrued financial expenses | 8 637 046 | 6 713 869 |
| Rappel discounts (annual quantity discounts) | 33 428 206 | 31 745 244 |
| External supplies and services | 20 730 715 | 13 321 427 |
| Other accrued expenses | 12 445 931 | 13 157 603 |
| Deferred income: | ||
| Investment subventions | 6 768 391 | 10 314 172 |
| Other deferred income | 5 352 | 2 015 |
| Liabilities out of scope of IFRS 7 | 124 686 401 | 111 821 119 |
| Total | 155 539 419 | 141 969 877 |
| 31 December 2007 | < 90 days | 90 - 180 days | > 180 days | Total |
|---|---|---|---|---|
| Maturity of Fixed assets' suppliers | 21 574 773 | 595 449 | 973 120 | 23 143 342 |
| Maturity of Other creditors | 5 866 645 | - 4 184 | 523 245 | 6 385 706 |
| 27 441 418 | 591 265 | 1 496 365 | 29 529 048 | |
| 31 December 2006 | < 90 days | 90 - 180 days | > 180 days | Total |
| Maturity of Fixed assets' suppliers | 7 616 252 | 259 937 | 539 195 | 8 415 384 |
| Maturity of Other creditors | 4 536 986 | 18 341 | 12 596 542 | 17 151 869 |
| 12 153 238 | 278 278 | 13 135 737 | 25 567 253 |
Movements occurred in provisions and accumulated impairment losses during the periods ended 31 December 2007 and 31 December 2006 were as follows:
| 2007 | |||||||
|---|---|---|---|---|---|---|---|
| Description | Opening balance |
Exchange rate effect |
Changes to perimeter |
Increase | Utilizations | Other changes |
Closing balance |
| Accumulated impairment losses on tangible assets (Note 12) Accumulated impairment losses on intangible assets (Note 13) |
45 391 373 | 1 494 925 | 5 526 041 | 15 465 325 19 242 |
9 972 | - 38 480 489 | 29 387 203 19 242 |
| Accumulated impairment losses on other non-current assets (Note 17) | 14 263 036 | - 23 | 14 263 013 | ||||
| Accumulated impairment losses on trade debtors (Note 19) Accumulated impairment losses on other debtors (Note 20) |
18 510 857 443 173 |
- 19 344 | - 506 169 | 7 232 129 | 3 625 747 668 |
- 4 872 046 | 16 719 680 442 505 |
| Provisions | 42,409,827 | 1,653,997 | 770,723 | 10,253,670 | 11,411,299 | 2,147,621 | 45,824,539 |
| Sub-total Accumulated impairment losses on investments (Note 11) |
121 018 266 42 684 744 |
3 129 578 | 5 790 595 | 32 970 366 | 15 047 686 | - 41 204 937 - 7 607 |
106 656 182 42 677 137 |
| Accumulated impairment losses on inventories (Note 18) | 15 543 189 | 84 451 | 142 851 | 2 865 174 | 5 791 213 | - 256 177 | 12 588 275 |
| Total | 179 246 199 | 3 214 029 | 5 933 446 | 35 835 540 | 20 838 899 | - 41 468 721 | 161 921 594 |
| 2006 | |||||||
|---|---|---|---|---|---|---|---|
| Opening | Exchange | Changes to | Other | Closing | |||
| Description | balance | rate effect | perimeter | Increase | Utilizations | changes | balance |
| Accumulated impairment losses on tangible assets (Note 12) | 877 301 | - 2 624 908 | 49 464 568 | 262 | - 2 325 326 | 45 391 373 | |
| Accumulated impairment losses on other non-current assets (Note 17) | 14 132 921 | 130 115 | 14 263 036 | ||||
| Accumulated impairment losses on trade debtors (Note 19) | 16 295 730 | - 484 435 | 1 240 077 | 6 149 821 | 3 695 994 | - 994 342 | 18 510 857 |
| Accumulated impairment losses on other debtors (Note 20) | 492 122 | - 48 949 | 443 173 | ||||
| Provisions | 22 532 468 | - 508 572 | 688 045 | 20 520 721 | 3 609 825 | 2 786 990 | 42 409 827 |
| Sub-total | 54 330 542 | - 3 617 915 | 1 928 122 | 76 135 110 | 7 306 081 | - 451 512 | 121 018 266 |
| Accumulated impairment losses on investments (Note 11) | 42 722 928 | 16 747 | - 21 437 | 42 684 744 | |||
| Accumulated impairment losses on inventories (Note 18) | 4 771 938 | - 107 697 | 10 308 751 | 7 036 668 | 5 716 013 | - 750 458 | 15 543 189 |
| Total | 101 825 408 | - 3 725 612 | 12 236 873 | 83 171 778 | 13 038 841 | - 1 223 407 | 179 246 199 |
Impairment losses are offset against the corresponding asset in the consolidated balance sheet.
The increases and utilizations of impairment losses on investments are recorded in Results from investments on the consolidated profit and loss statement.
The increase in impairment losses on tangible assets is recorded under Provisions and impairment losses on the consolidated profit and loss statement. The reduction is recorded under Other operating income on the consolidated profit and loss statement (Note 37)
The increases and reductions in trade creditor impairment losses are recorded under Provisions and impairment losses and Other operating revenues on the consolidated profit and loss statement, respectively.
The increases and reductions in inventory impairment losses are recorded under Cost of goods sold and Changes in production on the consolidated profit and loss statement, depending on the nature of the inventory.
Values included in the Other changes column related to impairment losses are related with the write-down of assets, offset by the previously recorded impairment loss.
At 31 December 2007 and 31 December 2006, the Group held irrevocable operating leases with the following lease payments:
| Minimun operating lease payments |
|||
|---|---|---|---|
| 31.12.07 | 31.12.06 | ||
| 2007 | 8 568 812 | ||
| 2008 | 9 004 028 | 7 049 890 | |
| 2009 | 7 372 202 | 4 277 993 | |
| 2010 | 5 728 588 | 3 520 312 | |
| 2011 | 3 433 475 | 2 662 137 | |
| 2012 | 2 299 769 | ||
| After 2012 (2011) | 7 004 534 | 6 915 257 | |
| 34 842 596 | 32 994 401 | ||
Balances and transactions with related parties may be summarised as follows:
| Balances | Accounts receivable | Accounts payable | Loans | |||||
|---|---|---|---|---|---|---|---|---|
| Obtained | Granted | |||||||
| 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | |
| Parent company and group companies | 1 467 636 | 9 402 672 | 4 405 491 | 9 253 321 | 247 833 | 2 007 687 | ||
| Associated companies | 400 719 | 807 532 | ||||||
| Transactions | Sales and services rendered |
Purchases and services obtained |
Interest income | Interest expenses | ||||
| 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | 31.12.07 | 31.12.06 | |
| Parent company and group companies | 8 593 508 | 10 517 966 | 36 774 622 | 56 983 722 | 348 049 | 47 609 | ||
| Associated companies | 1 873 328 | 4 741 860 |
Remuneration of the Board of Directors of the Company and its subsidiaries is detailed as follows:
| 2007 | 2006 | |
|---|---|---|
| Total fixed salaries Total bonus |
1 331 921 785 443 |
1 230 740 794 795 |
| 2 117 364 | 2 025 535 |
Details of Other operating revenues on the Consolidated Profit and Loss Statement for the periods ended 31 December 2007 and 31 December 2006 are as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Gains on disposals of tangible and intangible assets | 38 178 887 | 18 564 247 |
| Supplementary Revenue | 6 671 751 | 22 682 065 |
| Investment subventions | 6 942 279 | 7 465 627 |
| Tax received | 5 612 484 | 8 886 645 |
| Reversion of impairment losses | 3 636 389 | 3 696 256 |
| Gains on provisions | 11 411 298 | 3 609 825 |
| Others | 56 484 757 | 54 569 711 |
| 128 937 845 | 119 474 376 |
The item Others includes an estimated indemnity of 27 752 812 euros relating to the operating losses resulting from the accident referred to in Note 3.
The item Gains on disposal of tangible and intangible assets includes 10 703 722 euros related to the accident referred to in Note 3. It also includes 25 583 586 euros related to the sale by Tafisa of land located in Pontevedra, Spain.
Details of Other operating costs on the Consolidated Profit and Loss Statement for the 2007 and 2006 are as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Taxes | 12 589 235 | 11 959 396 |
| Losses on disposal of non current investments | 65 440 | 269 511 |
| Losses on disposal of tangible and intangible assets | 1 357 869 | 1 035 305 |
| Others | 13 119 096 | 14 531 207 |
| 27 131 640 | 27 795 419 |
Financial results for the periods ended 31 December 2007 and 31 December 2006 were as follows:
| 31.12.2007 | 31.12.2006 | |
|---|---|---|
| Financial expenses: | ||
| Interest expenses | ||
| related to bank loans and overdrafts | 11 207 067 | 14 525 620 |
| related to non convertible debentures | 25 847 955 | 19 570 009 |
| related to finance leases | 5 445 381 | 2 646 320 |
| related to hedged loans (hedge derivatives) | 2 520 171 | |
| others | 3 014 392 | 5 609 244 |
| 48 034 966 | 42 351 193 | |
| Losses in currency translation | ||
| related to customers | 1 224 681 | 2 030 190 |
| related to suppliers | 11 931 361 | 1 549 619 |
| related to loans | 16 975 473 | 23 369 886 |
| others | 249 827 | 758 599 |
| 30 381 342 | 27 708 294 | |
| Cash discounts granted | 24 462 717 | 20 436 456 |
| Adjustment to fair value of financial instruments at fair value through profit or loss | 25 260 904 | 18 535 737 |
| Losses on valuation of hedging derivative instruments | ||
| Fair value of inefficient component of hedge derivatives | ||
| Other finance losses | 12 986 501 | 10 271 203 |
| 141 126 430 | 119 302 883 | |
| Financial revenues: | ||
| Interest income | ||
| related to bank loans | 513 807 | 943 170 |
| related to loans to related parties | 326 120 | 153 971 |
| Others | 3 392 627 | 3 959 871 |
| 4 232 554 | 5 057 012 | |
| Gains in currency translation | ||
| related to customers | 1 315 901 | 401 436 |
| related to suppliers | 11 205 709 | 1 283 343 |
| related to loans | 15 227 246 | 11 013 635 |
| others | 437 857 | 870 048 |
| 28 186 713 | 13 568 462 | |
| Cash discounts obtained | 2 935 935 | 3 866 302 |
| Adjustment to fair value of financial instruments at fair value through profit or loss | 24 662 235 | 28 291 835 |
| Gains in valuation of hedging derivative instruments | ||
| Fair value of inefficient component of hedge derivatives | ||
| Other finance gains | 567 899 | 741 677 |
| 60 585 335 | 51 525 288 | |
| Finance profit / (loss) | - 80 541 095 | - 67 777 595 |
Corporate income tax accounted for in 2007 and 2006 is detailed as follows:
| 31.12.2007 | 31.12.2006 | |||
|---|---|---|---|---|
| Current tax | 19 224 040 | 14 098 661 | ||
| Deferred tax | 16 048 495 | 4 603 656 | ||
| 35 272 535 | 18 702 317 |
Reconciliation of consolidated Earnings before taxes with taxes for the year may be detailed as follows:
| 31.12.2007 | 31.12.2006 | ||
|---|---|---|---|
| Consolidated net profit before tax | 124 702 712 | 52 348 670 | |
| Tax rate | 25.00% | 27.50% | |
| Expectable tax at rate 25.0% | 31 175 678 | 14 395 884 | |
| Differences to foreign tax rates | (+) | 4 263 678 | - 939 188 |
| Effect of provincial taxes | (+) | 2 169 694 | 734 479 |
| Consolidation adjustments | (-) | 2 562 610 | 18 849 406 |
| Permanent differences Non deductible costs Non taxed profits |
(+) (-) |
2 321 460 5 944 247 |
3 076 294 2 347 148 |
| Tax losses carried forward Recognized deferred tax asset Reverted deferred tax asset Deferred tax asset not recognized in compliance with IAS 12 Utilization of tax losses carried forward whose deferred tax was not recognized in prior periods |
(+) (+) (-) (+) |
-16 124 022 6 711 269 -11 846 526 -4 878 467 |
-2 618 452 7 044 100 -17 864 533 -5 354 615 |
| Effect on offsetting deferred tax liabilities related to depreciation | (+) | 3 801 484 | 1 308 514 |
| Effect of change in tax rates | (+) | 5 298 541 | 3 279 488 |
| Other deferred tax assets and liabilities not recognized in compliance with IAS 12 | (+) | 345 972 | - 725 013 |
| Others | (+) | -3 152 422 | 1 832 845 |
| Consolidated corporate income tax | 35 272 535 | 18 702 317 |
Earnings per share, excluding the effect of discontinued operations, were calculated as follows:
| 31.12.2007 | 31.12.06 | |
|---|---|---|
| Net Profit | ||
| Net profit considered to calculate basic earnings per share (Net Profit attributable to equity holders of Sonae Indústria) |
78 612 713 | 32 311 969 |
| Effect of potential shares Interest related to convertible bonds (net of tax) |
||
| Net Profit considered to calculate diluted earnings per share | 78 612 713 | 32 311 969 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings per share | 140 000 000 | 140 000 000 |
| Effect of potential ordinary shares from convertible bonds | ||
| Weighted average number of shares used to calculate diluted earnings per share | 140 000 000 | 140 000 000 |
During 2007 no significant profit or loss occurred relating to discontinued operations.
The main activity of the Group is the production of wood based panels and derivative products through industrial plants and commercial facilities located in Portugal, Spain, France, Germany, United Kingdom, Switzerland, The Netherlands, Canada, Brazil and South Africa. It is, therefore, an activity characterised by a high geographical dispersion of assets and markets and by a relative homogeneity of products. For segment analysis purposes, the geographic element is considered the main segmentation vector of the Group's activity and it determines how internal management and financial reporting systems are organised.
Geographic segments identified for 2007 are as follows:
The contribution of main geographic segments to the Consolidated Profit and Loss Statement for 2007, based on location of assets, are detailed as follows:
| 2007 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Spain | France | Un. Kingdom | Germany | Others | Brazil | Canada | South Africa | Consolidated | |
| Operating income | 334 374 720 | 418 473 405 | 325 911 811 126 711 946 | 849 871 324 | 265 305 458 | 154 560 534 | 126 362 128 | 106 654 048 | ||
| Intersegmental eliminations | - 108 993 355 | - 71 760 315 | - 85 512 481 | - 236 919 092 | - 9 041 049 | - 19 477 | - 78 208 | |||
| External Operating income | 225 381 365 | 346 713 090 | 240 399 330 126 711 946 | 612 952 232 | 256 264 409 | 154 541 057 | 126 362 128 | 106 575 840 | 2 195 901 397 | |
| Allocated Operating Net Profit/(Loss) | 33 123 816 | 57 409 611 | 3 342 741 | 4 642 553 | 26 055 638 | - 1 788 991 | 30 790 081 | 27 578 013 | 23 944 782 | 205 098 244 |
| Non Allocated Operating Net Profit/(Loss) | - 64 032 | |||||||||
| Financial Net Profit/(Loss) | - 80 541 095 | |||||||||
| Gains and losses in associated companies Gains and losses in investments |
127 321 82 274 |
|||||||||
| Taxation | 35 272 535 | |||||||||
| Net Consolidated Profit/(Loss) after taxation | 89 430 177 | |||||||||
| Attributable to Equity Holders of Sonae Industria | 78 612 713 | |||||||||
| Attributable to Minority Interests | 10 817 464 | |||||||||
| 2006 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Spain | France | Un. Kingdom | Germany | Rest of Europe | Brazil | Canada | South Africa | Consolidated | |
| Operating income | 297 751 696 330 551 488 281 892 276 | 116 545 523 | 677 246 760 | 165 140 987 | 134 615 607 | 148 977 450 | 109 154 084 | |||
| Intersegmental eliminations | - 104 691 595 | - 45 803 659 - 94 601 746 | - 505 | - 168 607 638 | - 6 946 701 | - 2 679 896 | - 99 421 | - 85 469 | ||
| External Operating income | 193 060 101 284 747 829 187 290 530 | 116 545 018 | 508 639 122 | 158 194 287 | 131 935 711 | 148 878 029 | 109 068 615 | 1 838 359 242 | ||
| Allocated Operating Net Profit/(Loss) | 17 577 984 | 16 994 106 - 19 796 430 | - 5 692 032 | 38 939 538 | 1 585 957 | 18 917 312 | 23 429 482 | 28 364 848 | 120 320 765 | |
| Non Allocated Operating Net Profit/(Loss) | - 261 852 | |||||||||
| Financial Net Profit/(Loss) | - 67 777 595 | |||||||||
| Gains and losses in associated companies | - 5 205 | |||||||||
| Gains and losses in investments | 72 557 | |||||||||
| Taxation | 18 702 317 | |||||||||
| Net Consolidated Profit/(Loss) after taxation | 33 646 353 | |||||||||
| Attributable to Equity Holders of Sonae Industria | 32 311 969 | |||||||||
| Attributable to Minority Interests | 1 334 384 |
Contributions from the segments to the consolidated balance sheet as at 31 December 2007 and 31 December 2006, based upon geographic location of the assets, were as follows:
| 31.12.07 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Spain | France | Germany | United Kingdom |
Brazil | Canada | South Africa |
Others | Consolidated | |
| Net segmental assets | 279 136 716 282 750 638 | 239 769 252 553 835 059 133 361 753 | 150 665 372 | 208 658 216 128 326 386 | 26 823 472 2 003 326 864 | |||||
| Non current | 197 300 234 200 897 540 | 158 912 176 393 424 206 100 194 373 | 117 280 536 | 189 598 189 | 96 594 869 | 935 772 1 455 137 895 | ||||
| Current | 81 836 482 | 81 853 098 | 80 857 076 160 410 853 33 167 380 | 33 384 836 | 19 060 027 | 31 731 517 | 25 887 700 | 548 188 969 | ||
| Investments in associated companies | 815 475 | 2 533 917 | 3 349 392 | |||||||
| Non-allocated net assets | 161 104 281 | |||||||||
| Total net consolidated assets | 2 167 780 537 | |||||||||
| Segmental Liabilities | 53 362 318 | 75 294 614 | 78 713 295 198 444 814 23 407 161 | 65 358 705 | 33 244 793 | 20 892 961 | 10 885 854 | 559 604 515 | ||
| Non current | 5 773 781 | 21 295 844 | 13 506 626 86 691 442 | 4 499 651 | 47 855 681 | 1 275 043 | 819 414 | 2 679 | 181 720 161 | |
| Current | 47 588 537 | 53 998 770 | 65 206 669 111 753 372 18 907 510 | 17 503 024 | 31 969 750 | 20 073 547 | 10 883 175 | 377 884 354 | ||
| Non-allocated liabilities | 979 344 445 | |||||||||
| Total consolidated liabilities | 1 538 948 960 | |||||||||
| Investment in tangible | ||||||||||
| and intangible assets | 13 038 436 | 18 510 138 | 9 492 951 37 659 285 | 4 297 967 | 4 216 357 | 89 877 107 | 35 336 004 | 265 409 | 212 693 654 | |
| Amortisation and depreciation | 15 566 637 | 17 244 175 | 15 406 162 37 246 301 | 7 724 329 | 9 752 802 | 9 688 585 | 3 990 410 | 186 090 | 116 805 491 |
| 2006 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Spain | France | Germany | United Kingdom |
Brazil | Canada | South Africa |
Others | Consolidated | ||
| Net segmental assets | 227 817 012 268 901 884 | 235 854 604 543 426 182 142 214 197 | 138 465 124 | 151 587 473 106 283 590 | 18 515 899 1 833 065 965 | ||||||
| Non current | 151 098 149 189 181 012 | 147 665 503 405 660 838 102 824 126 | 109 582 509 | 106 748 337 | 72 332 119 | 1 825 391 1 286 917 984 | |||||
| Current | 76 718 863 | 88 666 032 | 76 133 603 138 974 504 39 390 071 | 28 882 615 | 44 839 136 | 33 456 783 | 19 086 374 | 546 147 981 | |||
| Investments in associated companies | 686 572 | 2 234 322 | 2 920 894 | ||||||||
| Non-allocated net assets | 319 971 190 | ||||||||||
| Total net consolidated assets | 2 155 958 049 | ||||||||||
| Segmental Liabilities | 53 815 958 | 92 987 395 | 76 499 522 221 160 571 23 435 151 | 54 571 648 | 20 316 513 | 21 871 129 | 4 698 233 | 569 356 120 | |||
| Non current | 4 751 881 | 22 677 761 | 10 539 914 90 831 938 | 5 254 767 | 38 091 128 | 299 720 | 737 272 | 0 | 173 184 381 | ||
| Current | 49 064 077 | 70 309 634 | 65 959 608 130 328 633 18 180 384 | 16 480 520 | 20 016 793 | 21 133 857 | 4 698 233 | 396 171 739 | |||
| Non-allocated liabilities | 1 038 458 044 | ||||||||||
| Total consolidated liabilities | 1 607 814 164 | ||||||||||
| Investment in tangible | |||||||||||
| and intangible assets | 8 056 349 | 11 490 408 | 5 351 313 46 430 492 | 2 092 538 | 5 468 878 | 21 726 712 | 23 371 649 | 1 337 262 | 125 325 601 | ||
| Amortisation and depreciation | 14 261 686 | 16 135 774 | 15 262 671 30 402 755 | 7 831 471 | 9 154 818 | 10 612 197 | 4 165 191 | 144 470 | 107 971 033 |
Inter-segment transactions were executed at market prices and under identical conditions to those applied to third parties.
The average number of employees, by geography, were as follows.
| 31.12.2007 | 31.12.2006 | ||
|---|---|---|---|
| 2 580 | |||
| 1 097 | |||
| 977 | |||
| 892 | 854 | ||
| 445 | 402 | ||
| 359 | 352 | ||
| 314 | 319 | ||
| 315 | 311 | ||
| 57 | 50 | ||
| 7 095 | 6 942 | ||
| 2 623 1 058 1 032 |
Sales and Services Rendered in 2007 and 2006, based on geographic location of the external clients, were the following:
| 2007 | ||
|---|---|---|
| Segment | '000 Euros | |
| Germany | 532 106 | 26% |
| Spain | 303 956 | 15% |
| France | 245 175 | 12% |
| Portugal | 200 836 | 10% |
| Brazil | 137 869 | 7% |
| United Kingdon | 108 329 | 5% |
| South Africa | 104 661 | 5% |
| North America | 88 582 | 4% |
| Others | 344 771 | 17% |
| Total | 2 066 285 | |
| 2006 | ||
|---|---|---|
| Segment | '000 Euros | |
| Germany | 405 434 | 24% |
| Spain | 266 218 | 16% |
| France | 187 602 | 11% |
| Portugal | 148 659 | 9% |
| North America | 119 021 | 7% |
| Brazil | 116 257 | 7% |
| South Africa | 106 320 | 6% |
| United Kingdon | 104 054 | 6% |
| Others | 245 750 | 14% |
| Total | 1 699 315 |
Cash flow by geographic segment, based on geographic location of the assets, were as follows:
| 2007 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows arising from: | Portugal | Spain | France | Germany | United Kingdom |
Brazil | Canada | South Africa | Others | Inter-segment eliminations |
Consolidated | |
| Operating activities | 36 653 029 | 25 055 766 | 13 335 866 | 22 036 908 | 14 881 795 | 42 144 474 | 43 249 578 | 22 727 299 | -8 539 031 | 141 249 | 211 686 933 | |
| Investment activities | 6 123 875 | 3 924 114 | -1 076 071 | -31 536 484 | -1 767 604 | -3 573 026 | -40 595 885 | -38 397 307 | -1 347 065 | -71 222 913 | -179 468 366 | |
| Financing activities | -108 303 449 | -88 389 349 | -12 717 604 | -18 585 572 | -7 925 498 | -23 845 247 | -4 244 210 | 16 798 692 | 4 267 042 | 71 081 664 | -171 863 531 | |
| Change in Cash and Cash Equivalents |
-65 526 545 | -59 409 469 | - 457 809 | -28 085 148 | 5 188 693 | 14 726 201 | -1 590 517 | 1 128 684 | -5 619 054 | -139 644 964 | ||
| 2006 | ||||||||||||
| Cash flows arising from: | Portugal | Spain | France | Germany | United Kingdom |
Brazil | Canada | South Africa | Luxemburg | Others | Inter-segment eliminations |
Consolidadted |
| Operating activities | 33 689 601 | 27 817 596 | 4 179 852 | 16 919 932 | 105 239 | 44 184 412 | 28 580 368 | 24 588 855 | 15 079 | 2 160 777 | 10 263 875 | 192 505 586 |
| Investment activities | -114 955 598 | -121 152 540 | -35 211 395 | -77 867 769 | -4 651 094 | -4 732 978 | -30 309 855 | -18 447 253 | 38 079 | 6 335 001 | 218 270 162 | -182 685 240 |
| Financing activities | 143 266 768 | 102 369 056 | 32 000 633 | 78 794 107 | 1 344 540 | -36 876 284 | -3 390 491 | -16 578 642 | 60 572 | -7 028 468 | -228 534 037 | 65 427 754 |
| Change in Cash and Cash Equivalents |
62 000 771 | 9 034 112 | 969 090 | 17 846 270 | -3 201 315 | 2 575 150 | -5 119 978 | -10 437 040 | 113 730 | 1 467 310 | 75 248 100 |
In 2007, the segment of wood derivative products, which is the main business segment of the Group, accounted for more than 95% of both revenue and net assets and more than 90% of investment in tangible and intangible assets.
These consolidated financial statements were approved by the Board of Directors and authorised for issuance on 5 March 2008.
(Free translation from the original in Portuguese)
In accordance with current law and the mandate we have been conferred, we herewith submit for your consideration our Report and Opinion regarding the activity undertaken by us together with the Consolidated and Individual Statements of Sonae Indústria SGPS, S.A. with respect to the year ended 31st December 2007, which are the Board of Directors' responsibility.
We have accompanied the evolution of the Company's activities and businesses as well as other companies within the consolidation perimeter and convened meetings on a regular basis in which the CFO was present throughout. The remit of our work encompassed compliance with the legal and statutory standards in force, risk management and internal control systems with all requested information having been received together with clarifications from the Board of Directors and various company departments, particularly the Internal Audit and its subsidiaries.
We have additionally monitored the process of preparation and disclosure of financial information as well as the review of consolidated and individual financial company statements and have received all requested information and clarifications from the Statutory External Auditor.
Within the scope of our mandate, we have verified the Consolidated and Individual Balance Sheet for the fiscal year ended 31st December 2007, the Consolidated and Individual Statement of Income by nature, Cash Flow Statements and Statements of Changes in Equity and corresponding Appendices for the same period. We have also verified the Management Report for the fiscal year ended 31st December 2007 issued by the Board of Directors and the Statutory External Auditor's Report on the Financial Statements, with which we agree.
In light of the above, we are of the opinion that information relating to the financial statements in question has been prepared according to the applicable accountancy norms, reflecting a true and appropriate image of assets and liabilities, the financial situation and results of both the company and other companies within its consolidation perimeter. The Management Report duly states the evolution of the businesses, performance and financial position of both the company and other companies within its consolidation perimeter businesses and contains a description of the main risks and uncertainties they are confronted with.
Therefore, we are of the opinion that the:
Finally, we would like to express our gratitude to the Board of Directors, Company departments and Statutory External Auditor for their cooperation.
Maia, 5th March 2008 Statutory Audit Board
Óscar José Alçada da Quinta Armando Luís Vieira de Magalhães Jorge Manuel Felizes Morgado
(Free translation from the original in Portuguese)
In terms of the order in sub-paragraph c), no. 1, Article 245 of the Portuguese Securities Code, the Board members of Sonae Indústria, SGPS, SA hereby declare, to the best of our knowledge, that the:
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