Quarterly Report • Oct 1, 2007
Quarterly Report
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Public Limited Company Head Office: Rua Alexandre Herculano, 35, 1250-009 Lisbon Portugal Share Capital: €672,000,000 Tax and Lisbon Registry of Companies Registration number: 500.722.900
Public Limited Company Head Office: Rua Alexandre Herculano, 35, 1250-009 Lisbon Portugal Share Capital: €672,000,000 Tax and Lisbon Registry of Companies Registration number: 500.722.900
(As provided for by Article 8.3 of the Securities Code, the financial information in this half -yearly report has not undergone an external audit or limited revision)
The global economy has been growing in 2007, not only at historically high levels but also more uniformly from a geographical point of view, as a result of growing globalization and the increase in trading between the different blocs.
While the United States economy slowed down somewhat, the emerging countries in general, and China and India in particular, continued to prove highly dynamic. The performance of the Japanese and European economies was also good, boosted by an increase in domestic demand.
In the Euro Zone, rising employment, better productivity and higher levels of household confidence have fuelled a strong sense of optimism, in spite of some fears about the effects of a more restrictive financial policy of the European Central Bank, a sudden fall in the French and Spanish real estate markets and a sudden slowdown in the United States economy.
In Portugal, economic activity continued to recover, albeit slowly, stimulated basically by the export sector. The household spending rate remained stable and investment has not yet revealed any signs of improvement. The construction sector in particular remained severely depressed, especially in the residential segment.
In the first half of 2007, the CIMPOR Group's consolidated sales of cement and clinker benefited from the contribution by the new Turkey Business Area and totaled nearly 11.2 million tonnes, which is about 10.6% higher than in the first half of 2006.
With the exception of Spain and Morocco, with slight decreases in sales volume, and particularly Egypt, where scheduled shutdown of one of the three production lines (for repairing and modernization reasons), resulted in a substantial drop in sales (13.9%), all the other Business Areas grew, thanks to growth in their local markets or, as in Portugal, an increase in exports.
| Business Area | 1st Half 2007 | 1st Half 2006 | % Change |
|---|---|---|---|
| Portugal | 3,127 | 2,865 | 9.1 |
| Spain | 2,059 | 2,120 | - 2.9 |
| Morocco | 579 | 593 | - 2.3 |
| Tunisia | 790 | 773 | 2.2 |
| Egypt | 1,330 | 1,545 | - 13.9 |
| Turkey | 980 * | - | n.a. |
| Brazil | 2,132 | 1,936 | 10.1 |
| Mozambique | 311 | 287 | 8.2 |
| South Africa | 648 | 603 | 7.6 |
| Cape Verde | 105 | 91 | 15.4 |
| (Intra-Group) | (891) | (711) | - |
| Total (consolidated) | 11,170 | 10,102 | 10.6 |
* March to June
Sales of concrete (up 17.3%), aggregates (up 14.2%) and mortar (up 8.2%) also rose, in spite of a reduction in Portugal.
| Product / Business Area | 1st Half 2007 | 1st Half 2006 | % Change |
|---|---|---|---|
| Concrete (1,000 m3) | |||
| Portugal | 1,554 | 1,644 | - 5.5 |
| Spain | 1,533 | 1,406 | 9.0 |
| Turkey | 353 * | - | n.a. |
| Brazil | 426 | 312 | 36.5 |
| Other | 225 | 124 | 81.0 |
| Total | 4 091 | 3 486 | 17,3 |
| Aggregates (1,000 ton) | |||
| Portugal | 3,541 | 3,913 | - 9.5 |
| Spain | 2,647 | 2,207 | 19.9 |
| Turkey | 712 * | - | n.a. |
| South Africa | 425 | 330 | 28.8 |
| Other | 120 | 71 | 68.6 |
| Total | 7,444 | 6,521 | 14.2 |
| Dry Mortar (1,000 ton) | 271 | 250 | 8.2 |
* March to June
Consolidated turnover totaled around EUR 934 million (more 13.3% than in the first half of 2006), with a contribution of EUR 71 million (sales from March to June) from the recently acquired operations in Turkey.
| Business | 1st Half 2007 1st Half 2006 Change |
|||||
|---|---|---|---|---|---|---|
| Area | (EUR M) | % | (EUR M) | % | (EUR M) | % |
| Portugal | 236.2 | 25.3 | 244.1 | 29.6 | - 7.9 | - 3.2 |
| Spain | 240.1 | 25.7 | 211.2 | 25.6 | 28.9 | 13.7 |
| Morocco | 39.9 | 4.3 | 33.7 | 4.1 | 6.3 | 18.6 |
| Tunisia | 31.9 | 3.4 | 30.8 | 3.7 | 1.2 | 3.8 |
| Egypt | 52.5 | 5.6 | 57.1 | 6.9 | - 4.5 | - 8.0 |
| Turkey | 70.8 ** | 7.6 | - | - | 70.8 | n.a. |
| Brazil | 148.8 | 15.9 | 131.2 | 15.9 | 17.6 | 13.4 |
| Mozambique | 28.1 | 3.0 | 26.2 | 3.2 | 1.8 | 7.0 |
| South Africa | 57.1 | 6.1 | 62.3 | 7.6 | - 5.3 | - 8.5 |
| Cape Verde | 14.2 | 1.5 | 8.7 | 1.1 | 5.6 | 64.4 |
| Trading / Shipping | 13.7 | 1.5 | 19.1 | 2.3 | - 5.4 | - 28.3 |
| Other Activities | 0.6 | 0.1 | 0.1 | 0.0 | 0.5 | 767.5 |
| Total (consolidated) | 934.0 | 100.0 | 824.4 | 100.0 | 109.6 | 13.3 |
* Excluding intra-group transactions ** March to June
Excluding intra-Group transactions, the most important increases took place in Spain (up 13.7%), Brazil (up 13.4%), Morocco (up 18.6%) and Cape Verde (up 64.4%), all as a result of investments made in the meantime in the concrete and/or aggregates business areas and, in Brazil and Cape Verde, of higher cement sales.
On the other hand, there were more or less accentuated decreases in the contributions made to the Group's turnover by Egypt (for the above reasons), South Africa (as a result of a sharp depreciation in the rand) and Portugal (because of a substantial fall in sales of concrete, aggregates and mortar). The same occurred in trading and shipping, due to a reduction in exports of clinker by sea.
In spite of the substantial rise in energy costs, reflected in the case of fuel by an increase of more than 30% against last year, operating cash flow (EBITDA) generated in the last quarter reached an all-time high (EUR 156.2 million), with the inclusion of the new Turkey Business Area.
Even with the negative growth in Egypt and South Africa, where cash flow fell around 20%, the Group's consolidated operating cash flow totaled EUR 297 million, which is 6.3% higher than in the first half of 2006.
The most substantial increases occurred in Cape Verde (up 57.6%), Mozambique (up 52.4%) and Tunisia (40.2%), thanks to the extension of the Group's activity in Cape Verde to the concrete and aggregate segments and in the other two countries, owing to the solution of some operational problems that had been affecting performance.
As a result of the growing weight of these market segments (with much lower margins than cement) in most of the countries in which the Group operates and especially the considerable rise in fuel costs, EBITDA margins only improved in Tunisia and Mozambique (by 8.6 and 6.7 p.p. respectively). Due not only to these factors but also to the inclusion of the new Turkey Business Area, where the EBITDA margin (25.6%) is still far from the Group average, consolidated EBITDA margin went down from 33.9% in the first half of 2006 to 31.8 % in the first six months of this year.
The Group's operating profit totaled EUR 217.5 million, which is 10.5 higher than in 2006.
Financial losses, totaling close to EUR 36 million grew considerably, however, this can be explained mainly by approximately EUR 15 million in non-recurring current earnings in the first half of 2006 (capital gain from the sale of a minority shareholding in Cementos Lemona). The increase in net financial debt (as a result of the acquisitions in Turkey) and the temporary fall in market value of some derivatives (as a result of the rise in interest rates and increased market volatility) also contributed to the increase in financial losses, justifying the considerable reduction in financial profits in the second quarter.
The Group's net profit after minority interests was therefore EUR 131.7 million, which is practically identical to the same period last year. Had it not been for the aforementioned nonrecurring earnings in 2006 (as opposed to only EUR 2.0 million this year), net profit would have risen more than 7%.
| (EUR M) | 2007 | 2006 | % Chg. |
|---|---|---|---|
| Turnover | 934.0 | 824.4 | 13.3 |
| Operating Cash Costs | 637.0 | 545.0 | 16.9 |
| EBITDA | 297.0 | 279.4 | 6.3 |
| Depreciation & Provisions | 79.5 | 82.5 | - 3.6 |
| EBIT | 217.5 | 196.8 | 10.5 |
| Financial Income | - 35.9 | - 16.5 | n.a. |
| Pre-tax Income | 181.5 | 180.3 | 0.7 |
| Income Tax | 42.9 | 37.6 | 13.9 |
| Net Income | 138.7 | 142.7 | - 2.8 |
| Attributable to: | |||
| Shareholders | 131.7 | 135.5 | - 2.9 |
| Minority Interests | 7.0 | 7.2 | - 2.4 |
With the acquisition of almost all the share capital of YLOAÇ (Turkey) in February, and at the end of June (with no impact on the Group's income yet), of a majority stake in New Liuyuan (China), the CIMPOR Group's net assets increased to more than EUR 4.4 billion in the first half of 2007. Also due to these acquisitions, the Group's (adjusted) net financial debt rose by close to 72% against 31 December 2006 to the amount of EUR 1,488 million. Equity rose by more than EUR 120 million to around EUR 1,777 million at the end of the six-month period.
| (EUR M) | 30 Jun 07 | 31 Dec 06 | % Chg. |
|---|---|---|---|
| ASSETS | |||
| Non-Current Assets | 3,578.6 | 2,866.8 | 24.8 |
| Current Assets | |||
| Cash and Cash Equivalents | 222.9 | 489.4 | - 54.5 |
| Other Current Assets | 636.0 | 501.6 | 26.8 |
| Total Assets | 4,437.5 | 3,857.8 | 15.0 |
| EQUITY | |||
| Shareholders' Equity | 1,696.9 | 1,579.7 | 7.4 |
| Minority Interests | 79.7 | 74.1 | 7.6 |
| Total Equity | 1,776.6 | 1,653.7 | 7.4 |
| LIABILITIES | |||
| Loans | 1,772.4 | 1,418.4 | 25.0 |
| Provisions | 191.5 | 185.9 | 3.1 |
| Other Liabilities | 697.0 | 599.8 | 16.2 |
| Total Liabilities | 2,660.9 | 2,204.1 | 20.7 |
| Total Equity & Liabilities | 4,437.5 | 3,857.8 | 15.0 |
Summary of the Group's Consolidated Balance Sheet
In the first half of 2007, CIMPOR Group completed the acquisition of a number of companies in Turkey and China, representing an investment of approximately EUR 570 million, increasing its overall cement production capacity, with own clinker, to close to 28 million tonnes per year.
In addition, the Group made a set of investments, some of which still in progress, totaling in this first six months almost EUR 90 million. The largest amounts were outlaid in South Africa (installation of a second clinker production line and completion of a new cement grinding plant, with storage, bagging and dispatch facilities), in Spain (increased clinker production capacity at the Córdoba and Niebla factories), in Brazil (purchase of another three concrete facilities and expansion of the Goiás plant), in Egypt (revamping of one of the production lines) and in Turkey (completion of a new cement grinding plant).
In spite of the persisting climate of recession in the construction sector in Portugal, the non recovery of cement prices in Brazil, the clear cooling down of the Spanish market and the upward trend of the euro against the currencies of most all the countries where CIMPOR Group operates, the enlargement of the Group's perimeter and the increase in sales in Brazil and in Northern and Southern Africa should make it possible to achieve a turnover of more than EUR 1.9 billion by the end of the year.
Even if the EBITDA margin slightly falls, operating cash flow can be expected to exceed EUR 600 million, which, comparing with 2006 can represent a higher percentage increase, than the one observed in the first half of 2007.
Financial profits are bound to be much lower, due not only to the increase in debt resulting from acquisitions made in the meantime, but also to the fact that last year they benefited from substantial non-recurring earnings.
The Group's net profit at the end of 2007 can be expected to be much the same as that of 2006.
On 30 June 2007, the share capital of CIMPOR – Cimentos de Portugal, SGPS, S.A. was represented by 672,000,000 shares with a face value of one euro, all of which were admitted to trading at Euronext Lisbon. In the first half of this year, excluding OTC transactions, around 196.7 million CIMPOR shares were traded (75% more than in 2006 first half) to a value of nearly EUR 1.3 billion.
At the end of June, the share price was EUR 6.99, meaning a year to date appreciation of 11.1%, in spite of the dividend of EUR 0.215 per share distributed in the meantime, which corresponds to a dividend yield of 3.4% considering 2006 closing price.
On 31 December 2006, CIMPOR held 2,766,810 own shares. During the first six months of 2007, it sold 1,104,700 shares to its employees under the Employee Stock Purchase Plan approved for this year and the different alive Stock Options Plans for the Group's Directors and Personnel:
| Date | No. of shares | Price (EUR) | Note |
|---|---|---|---|
| 14 March | 249,500 | 3.20 | (1) |
| 14 March | 272,970 | 3.30 | (1) |
| 14 March | 214,830 | 4.05 | (1) |
| 17 May | 128,650 | 5.03 | (2) |
| 25 May | 238,750 | 4.90 | (3) |
(1) Stock Options Plan (2004, 2005 e 2006)
(2) Stock Purchase Plan (2007)
(3) Stock Options Plan (2007)
So as to proceed with the Group's incentive policy and to meet commitments made under the Stock Options Plans, meanwhile a total of 434,982 own shares were purchased at an average price of around EUR 6.23 per share.
| Date | No. of Shares | Price (EUR) |
|---|---|---|
| 19 March | 10,951 | 6.02 |
| 30,000 | 6.04 | |
| 16,000 | 6.05 | |
| 10,000 | 6.06 | |
| 20 March | 14,000 | 6.03 |
| 20,000 | 6.04 | |
| 60,000 | 6.05 | |
| 21 March | 20,000 | 6.16 |
| 15,000 | 6.22 | |
| 22 March | 20,000 | 6.25 |
| 20,000 | 6.29 | |
| 20,000 | 6.31 | |
| 20,000 | 6.33 | |
| 20,000 | 6.34 | |
| 23 March | 20,000 | 6.30 |
| 20,041 | 6.31 | |
| 26 March | 20,000 | 6.45 |
| 20,000 | 6.47 | |
| 20,000 | 6.48 | |
| 18,990 | 6.49 | |
| 20,000 | 6.50 |
At the end of June, the Group's own shares in its portfolio totaled 2,097,092, representing 0.31% of its share capital.
The following are the most important events that have occurred so far in 2007:
Audit Committee:
Chairman (reappointed) –Ricardo José Minotti da Cruz Filipe
Members – Luís Black Freire d'Andrade and João Norton dos Reis
Alternate Member – Jaime de Macedo Santos Bastos
Chartered Accountant – Deloitte & Associados, SROC, S.A., represented by Carlos Manuel Pereira Freire (meanwhile deceased).
• Conclusion of the acquisition process, for an amount of EUR 549 million, of a set of direct and indirect participations representing around 99.68% of the share capital of the Turkish company Yibitas Lafarge Orta Anadolu Çimento Sanayi ve Ticaret A.S. (YLOAÇ).
Corporación Noroeste de Hormigones y Áridos, S.L. sold a 28.45% shareholding in Auxiliar de Áridos, S.L. for EUR 297 thousand.
The share capital of Société Les Ciments de Jbel Oust (Tunisia) was reduced from TND 90,082,400 to TND 82,297,400 by amortization of 77.850 shares held by Cimpor Inversiones, S.A..
Lisbon, 26 September 2007
| Notes | 30 June 2007 | 30 June 2006 | |
|---|---|---|---|
| Operating income: Sales |
6 | 889,769 | 788,804 |
| Services rendered | 6 | 44,199 | 35,593 |
| Other operating income | 21,671 | 20,404 | |
| Total operating income | 955,640 | 844,801 | |
| Operating expenses: | |||
| Cost of goods sold and material used in production | (240,129) | (190,501) | |
| Changes in inventories of finished goods and work in progress | (4,700) | (7,030) | |
| Outside supplies and services | (300,187) | (264,496) | |
| Payroll | (101,969) | (94,678) | |
| Depreciation and amortisation | 6 | (77,166) | (74,852) |
| Provisions and impairment losses | 6 and 18 | (2,360) | (7,679) |
| Other operating expenses | (11,670) | (8,728) | |
| Total operating expenses | (738,181) | (647,963) | |
| Net operating income | 6 | 217,459 | 196,837 |
| Financial expenses | 6 and 7 | (76,014) | (99,997) |
| Financial income | 6 and 7 | 33,748 | 69,520 |
| Share of results of associates | 6 and 7 | 4,054 | (1,598) |
| Other investment income | 6 and 7 | 2,292 | 15,571 |
| Profit before income tax | 181,539 | 180,333 | |
| Income tax | 6 and 8 | (42,866) | (37,623) |
| Net profit for the period | 6 | 138,673 | 142,710 |
| Attributable to: | |||
| Equity holders of the parent | 131,682 | 135,548 | |
| Minority interest | 6,991 | 7,162 | |
| 138,673 | 142,710 | ||
| Earnings per share: | |||
| Basic | 10 | 0.20 | 0.20 |
| Diluted | 10 | 0.20 | 0.20 |
(Amounts stated in thousands of euros)
(Translated from the Portuguese original - Note 26)
| Notes | 30 June 2007 | 31 December 2006 | |
|---|---|---|---|
| Non-current assets: | |||
| Goodwill | 11 | 1,373,896 | 909,971 |
| Intangible assets | 11,360 | 10,720 | |
| Tangible assets | 12 | 1,693,310 | 1,541,774 |
| Investments in associates | 13 | 200,845 | 156,955 |
| Other financial investments | 14 | 167,341 | 153,338 |
| Accounts receivable-other | 8,366 | 6,307 | |
| Taxes recoverable | 19,707 | 3,528 | |
| Other non-current assets | 3,416 | 3,036 | |
| Deferred taxes | 15 | 100,352 | 81,159 |
| Total non-current assets | 3,578,593 | 2,866,789 | |
| Current assets: | |||
| Inventories | 215,874 | 177,019 | |
| Accounts receivable-trade | 362,638 | 263,795 | |
| Accounts receivable-other | 27,285 | 19,043 | |
| Taxes recoverable | 23,978 | 36,952 | |
| Cash and cash equivalents | 21 | 222,905 | 489,441 |
| Other current assets | 6,263 | 4,772 | |
| Total current assets | 858,943 | 991,022 | |
| Total assets | 6 | 4,437,536 | 3,857,811 |
| Shareholders' equity: | |||
| Share capital | 16 | 672,000 | 672,000 |
| Treasury shares | 17 | (8,269) | (9,294) |
| Currency translation adjustments | 198,667 | 121,274 | |
| Reserves | 318,224 | 255,606 | |
| Retained earnings | 384,574 | 248,177 | |
| Net income for the period | 10 | 131,682 | 291,915 |
| Equity before minority interest | 1,696,878 | 1,579,677 | |
| Minority interest | 79,716 | 74,059 | |
| Total shareholders' equity | 1,776,595 | 1,653,736 | |
| Non-current liabilities: | |||
| Deferred taxes | 15 | 158,904 | 136,055 |
| Employee benefits | 18 | 24,172 | 24,872 |
| Provisions | 18 | 165,821 | 156,209 |
| Loans | 19 | 1,028,005 | 1,357,405 |
| Obligations under finance leases | 832 | 290 | |
| Accounts payable-others | 24,322 | 19,841 | |
| Taxes payable | 1,768 | 2,262 | |
| Other non-current liabilities | 172,479 | 152,542 | |
| Total non-current liabilities | 1,576,303 | 1,849,476 | |
| Current liabilities: | |||
| Employee benefits | 18 | 46 | 3,291 |
| Provisions | 18 | 1,498 | 1,486 |
| Current liabilities-trade | 186,344 | 149,556 | |
| Accounts payable-others | 61,224 | 49,928 | |
| Taxes payable | 54,073 | 41,101 | |
| Loans | 19 | 743,110 | 60,256 |
| Obligations under finance leases | 455 | 457 | |
| Other current liabilities | 37,887 | 48,525 | |
| Total current liabilities | 1,084,638 | 354,599 | |
| Total liabilities | 2,660,941 | 2,204,076 | |
| Total liabilities and shareholders' equity | 4,437,536 | 3,857,811 |
| Notes | 30 June 2007 | 30 June 2006 | |
|---|---|---|---|
| Operating activities: | |||
| Receipts from clients | 1,046,755 | 919,877 | |
| Payments to suppliers | (625,220) | (480,346) | |
| Payments to employees | (99,097) | (84,862) | |
| Cash flows generated by operations | 322,438 | 354,669 | |
| Income tax recovered/(paid) | (27,470) | (31,386) | |
| Other payments relating to operating activities | (82,252) | (79,696) | |
| Cash flows from operating activities (1) |
212,717 | 243,587 | |
| Investing activities: | |||
| Receipts relating to: | |||
| Changes in consolidation perimeter | 4 | 6,167 | 698 |
| Investments | 690 | 69,552 | |
| Tangible assets | 2,492 | 5,575 | |
| Intangible assets | - | 9 | |
| Investment subsidies | - | 347 | |
| Interest and similar income | 13,871 | 14,949 | |
| Dividends | 1,281 | 1,351 | |
| Others | 10,320 | 7 | |
| 34,821 | 92,488 | ||
| Payments relating to: | |||
| Changes in consolidation perimeter | 4 | (520,309) | (17,544) |
| Investments | 21 | (14,711) | (8,808) |
| Tangible assets | (106,694) | (62,289) | |
| Intangible assets | (449) | (4) | |
| Others | (477) | (9,984) | |
| (642,640) | (98,629) | ||
| Cash flows from investing activities (2) |
(607,819) | (6,141) | |
| Financing activities: | |||
| Receipts relating to: | |||
| Loans obtained | 21 | 462,297 | 204 |
| Sale of treasury shares | 17 | 4,053 | 3,550 |
| Others | - | 99 | |
| 466,349 | 3,853 | ||
| Payments relating to: | |||
| Loans obtained | 21 | (112,470) | (12,211) |
| Interest and similar costs | (55,197) | (59,409) | |
| Dividends | 9 | (143,951) | (127,190) |
| Purchase of treasury shares | 17 | (2,713) | - |
| Others | (5,260) | (3,631) | |
| (319,590) | (202,441) | ||
| Cash flows from financing activities (3) |
146,759 | (198,588) | |
| Variation in cash and cash equivalents (4) = (1) + (2) + (3) | (248,344) | 38,858 | |
| Effect of currency translation and other non monetary transactions | 860 | (6,742) | |
| Cash and cash equivalents at the beginning of the period | 21 | 464,486 | 408,196 |
| Cash and cash equivalents at the end of the period | 21 | 217,002 | 440,312 |
| 30 June 2007 | 30 June 2006 | |
|---|---|---|
| Variation in fair value of cash flow hedging financial instruments | (1,208) | 821 |
| Variation in fair value of available-for-sale financial assets | 2,415 | - |
| Actuarial gain and loss on employee benefit plans | 3,756 | (2,153) |
| Variation in currency translation adjustments | 77,468 | (79,075) |
| Adjustments in investments in associates | 44,397 | (663) |
| Net income recognised directly in shareholders' equity | 126,828 | (81,070) |
| Transfers: Transfer from shareholders' equity to gain and losses of variation in fair value of available-for-sale financial assets |
- | (12,907) |
| Consolidated net profit for the period | 138,673 | 142,710 |
| Total recognised income and expense for the period | 265,501 | 48,733 |
| Attributable to: | ||
| Equity holders of the parent | 258,435 | 42,504 |
| Minority interest | 7,066 | 6,229 |
| 265,501 | 48,733 | |
| Currency | Shareholders' equity | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Treasury shares |
translation adjustments Reserves |
Retained earnings |
Net income |
atrributable to equity holders |
Minority interest |
shareholders' equity |
||
| Balances at 1 January 2006 | 672,000 | (12,796) | 212,486 | 262,855 | 118,392 | 266,159 | 1,519,097 | 65,488 | 1,584,585 |
| Variation in fair value of cash flow hedging financial instruments | - | - | - | 821 | - | - | 821 | - | 821 |
| Actuarial gain and loss on employee benefit plans | - | - | - | (2,153) | - | - | (2,153) | - | (2,153) |
| Variation in currency translation adjustments Adjustments in investments in associates |
- - |
- - |
(77,930) - |
- 109 |
- (984) |
- - |
(77,930) (875) |
(1,145) 212 |
(79,075) (663) |
| Net income recognised directly in shareholders' equity | - | - | (77,930) | (1,223) | (984) | - | (80,136) | (933) | (81,070) |
| Transfer from shareholders' equity to gain and losses of variation | |||||||||
| in fair value of available-for-sale financial assets | - | - | - | (12,907) | - | - | (12,907) | - | (12,907) |
| Consolidated net profit for the period | - | - | - | - | - | 135,548 | 135,548 | 7,162 | 142,710 |
| Total recognised income and expense for the period | - | - | (77,930) | (14,129) | (984) | 135,548 | 42,505 | 6,229 | 48,733 |
| Appropriation of consolidated profit of 2005: | |||||||||
| Transfer to legal reserves and retained earnings | - | - | - | 9,400 | 129,568 | (138,968) | - | - | - |
| Dividends Purchase / (sale) of treasury shares |
- - |
- 3,502 |
- - |
- 241 |
- - |
(127,191) - |
(127,191) 3,743 |
(3,250) - |
(130,441) 3,743 |
| Share purchase options | - | - | - | (387) | 1,242 | - | 855 | - | 855 |
| Others | - | - | - | - | - | - | - | (8) | (8) |
| Balances at 30 June 2006 | 672,000 | (9,294) | 134,556 | 257,979 | 248,218 | 135,548 | 1,439,007 | 68,459 | 1,507,466 |
| Balances at 1 January 2007 | 672,000 | (9,294) | 121,274 | 255,606 | 248,177 | 291,915 | 1,579,677 | 74,059 | 1,653,736 |
| Variation in fair value of hedging financial instruments | - | - | - | (1,208) | - | - | (1,208) | - | (1,208) |
| Variation in fair value of available-for-sale financial assets Actuarial gain and loss on employee benefit plans |
- - |
- - |
- - |
2,415 3,756 |
- - |
- - |
2,415 3,756 |
- 1 |
2,415 3,756 |
| Variation in currency translation adjustments | - | - | 77,394 | - | - | - | 77,394 | 74 | 77,468 |
| Adjustments in investments in associates | - | - | - | 45,232 | (835) | - | 44,397 | - | 44,397 |
| Net income recognised directly in shareholders' equity | - | - | 77,394 | 50,195 | (835) | - | 126,753 | 75 | 126,828 |
| Consolidated net profit for the period | - | - | - | - | - | 131,682 | 131,682 | 6,991 | 138,673 |
| Total recognised income and expense for the period | - | - | 77,394 | 50,195 | (835) | 131,682 | 258,436 | 7,066 | 265,501 |
| Appropriation of consolidated profit of 2006: | |||||||||
| Transfer to legal reserves and retained earnings | - | - | - | 11,700 | 136,264 | (147,964) | - | - | - |
| Dividends | - | - | - | - | - | (143,951) | (143,951) | (2,186) | (146,136) |
| Purchase / (sale) of treasury shares Share purchase options |
- - |
1,025 - |
- - |
648 75 |
- 1,009 |
- - |
1,673 1,084 |
- - |
1,673 1,084 |
| Others | - | - | - | - | (40) | - | (40) | 778 | 738 |
| Balances at 30 June 2007 | 672,000 | (8,269) | 198,667 | 318,224 | 384,574 | 131,682 | 1,696,878 | 79,716 | 1,776,595 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
Cimpor - Cimentos de Portugal, SGPS, S.A. ("the Company") was incorporated on 26 March 1976, with the name Cimpor - Cimentos de Portugal, E.P.. The Company has undergone several structural and legal changes that have resulted in it becoming the parent company of a Business Group with operations in Portugal, Spain, Morocco, Mozambique, Brazil, Tunisia, Egypt, South Africa, Cape Verde, Turkey and China ("the Cimpor Group").
Cimpor Group's core business is the production and sale of cement. The Group also produces and sells aggregates and mortar in a vertical integration of its businesses.
The Cimpor Group's investments are held essentially through two sub-holding companies; (i) Cimpor Portugal, SGPS, S.A., which holds the investments in companies dedicated to the production of cement, mortar, concrete parts and related activities in Portugal; and (ii) Cimpor Inversiones, S.A., which holds the investments in companies operating abroad.
The accompanying financial statements were prepared in accordance with IAS 34 – Interim Financial Reporting, according to the historical cost convention, except as regards financial instruments.
The accounting policies adopted are consistent with the financial statements for the year ended 31 December 2006.
The more significant changes in the six months ended 30 June 2007, in the companies included in the consolidation were as follows:
In Portugal, the purchase of 40% of the share capital of Sogesso – Sociedade de Gessos de Soure, S.A..
In Turkey, the purchase of several direct and indirect participations representing 99,68% of the share capital of Yibitas Lafarge Orta Anadolu Cimento Sanayi ve Ticaret A.S. (YLOAÇ).
-In China, the purchase by the Group subsidiary Cimpor Chengtong Cement Corporation, Ltd. (CIMPOR CHENGTONG), of 60% of Shandong Liuyuan New Type Cement Development Company, Ltd. (NEW LIUYUAN) and the purchase of the totality of the share capital of Sea-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
Land Mining, whose principal asset is a 71,03% participation in Suzhou Nanda Cement Company, Ltd. (NANDA).
-In Cape Verde, the purchase of 55% of share capital of Betões de Cabo Verde, S.A.
Sales:
In Portugal, the sale of the participation in share capital of Cimentos Madeira, Lda.. (42,86%)
In Spain, the sale of the financial participation in Auxiliar de Áridos, S.L..
In Mozambique, the sale of the participation in share capital of Premap - Prefabricados de Maputo, S.A.R.L.
The impact of these changes in the financial statements at 30 June was as follows:
| Captions | Portugal | Turkey | China | Cape Verde |
Subtotal of acquisitions |
Portugal | Spain | Mozambique | Subtotal of sales |
Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Non current assets: Intangible assets |
- | 847 | 155 | - | 1,002 | - | - | - | - | 1,002 |
| Tangible assets (Note 12) | - | 80,020 | 44,505 | 1,123 | 125,649 | - | - | (273) | (273) | 125,376 |
| Investments in associates (Note 13) | 795 | - | - | - | 795 | (4,575) | (94) | - | (4,669) | (3,874) |
| Other financial investments | - | 202 | - | - | 202 | - | - | - | - | 202 |
| Accounts receivable - other | - | 84 | - | - | 84 | - | - | - | - | 84 |
| Total non-current assets | 795 | 81,154 | 44,661 | 1,123 | 127,732 | (4,575) | (94) | (273) | (4,942) | 122,790 |
| Current assets: | ||||||||||
| Inventories | - | 19,927 | 4,534 | 44 | 24,505 | - | - | (73) | (73) | 24,431 |
| Accounts receivable - trade | - | 26,974 | 3,686 | 702 | 31,361 | - | - | (81) | (81) | 31,280 |
| Accounts receivable - other | - | 10,298 | 2,298 | 55 | 12,651 | - | - | (2) | (2) | 12,649 |
| Taxes recoverable | - | 2,825 | 16 | - | 2,841 | - | - | - | - | 2,841 |
| Other current assets | - | 816 | 74 | 11 | 901 | - | - | (6) | (6) | 895 |
| Total current assets | - | 60,840 | 10,607 | 812 | 72,259 | - | - | (163) | (163) | 72,097 |
| Total assets | 795 | 141,994 | 55,268 | 1,935 | 199,991 | (4,575) | (94) | (436) | (5,105) | 194,887 |
| Non current liabilities: | ||||||||||
| Deferred tax liabilities (Note 15) | - | (2,904) | - | - | (2,904) | - | - | - | - | (2,904) |
| Provisions for risks and charges (Note 18) | - | (3,011) | - | - | (3,011) | - | - | - | - | (3,011) |
| Loans | - | - | (23,181) | (448) | (23,629) | - | - | - | - | (23,629) |
| Accounts payable - other | - | - | (2,772) | - | (2,772) | - | - | - | - | (2,772) |
| Total non-current liabilities | - | (5,915) | (25,953) | (448) | (32,317) | - | - | - | - | (32,317) |
| Current liabilities: | ||||||||||
| Current liabilities - trade | - | (15,393) | (6,091) | (678) | (22,161) | - | - | 324 | 324 | (21,837) |
| Accounts payable - other | - | (2,318) | (33) | (523) | (2,875) | - | - | 33 | 33 | (2,841) |
| Taxes payable | - | (1,893) | (112) | (45) | (2,049) | - | - | 12 | 12 | (2,037) |
| Loans | - | (761) | (15,085) | - | (15,846) | - | - | - | - | (15,846) |
| Other current liabilities | - | (2,408) | (649) | - | (3,057) | - | - | 45 | 45 | (3,012) |
| Total current liabilities | - | (22,772) | (21,970) | (1,246) | (45,988) | - | - | 415 | 415 | (45,573) |
| Total liabilities | - | (28,687) | (47,923) | (1,694) | (78,304) | - | - | 415 | 415 | (77,890) |
| Minority interest | - | (8,564) | (7,008) | (132) | (15,704) | - | - | (148) | (148) | (15,852) |
| Net amount | 795 | 104,743 | 337 | 109 | 105,983 | (4,575) | (94) | (169) | (4,838) | 101,145 |
| Goodwill (Note 11 and 13) | 205 | 413,292 | 1,548 | 261 | 415,306 | - | - | (37) | (37) | 415,270 |
| Adjustments in investments in associates | - | - | - | - | - | - | 40 | - | 40 | 40 |
| Capital (gain) / loss | - | - | - | - | - | (1,425) | (243) | 38 | (1,630) | (1,630) |
| Accounts payable - other | - | - | (980) | - | (980) | - | 297 | - | 297 | (683) |
| Net amount paid / (received) | 1,000 | 518,035 | 904 | 370 | 520,309 | (6,000) | - | (167) | (6,167) | 514,142 |
| Cash and cash equivalents | - | 31,107 | 76 | 46 | 31,228 | - | - | (10) | (10) | 31,219 |
| Net assets acquired / (sold) | 1,000 | 549,142 | 1,961 | 416 | 552,518 | (6,000) | (297) | (177) | (6,474) | 546,044 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
The impact in the consolidated statement of profit and loss for the six months ended 30 June, as result of the above referred acquisitions, was as follows:
| Captions | Turkey | Verde | Total | |
|---|---|---|---|---|
| Operating income | 79,017 | 914 | 79,932 | |
| Operating expenses | 62,953 | 886 | 63,839 | |
| Net operating income | 16,064 | 29 | 16,093 | |
| Net financial income | 311 | (5) | 305 | |
| Profit before income tax | 16,375 | 23 | 16,398 | |
| Income tax | (4,242) | - | (4,242) | |
| Net profit for the year | 12,133 | 23 | 12,156 | |
| Attributable to: | ||||
| Equity holders of the parent | 10,767 | 12 | 10,780 | |
| Minority interest | 1,366 | 11 | 1,376 |
The exchange rates used to translate, to euros, the foreign currency assets and liabilities at 30 June 2007 and 31 December 2006, as well as the results for the six months ended 30 June 2007 and 2006 were as follows:
| Average exchange rate | ||||||||
|---|---|---|---|---|---|---|---|---|
| Segment | 2007 | 2006 | Var.% | 2007 | 2006 | Var.% | ||
| Others | 1.3505 | 1.317 | 2.5 | 1.32948 | 1.2297 | 8.1 | ||
| Morocco | 11.1811 | 11.1354 | 0.4 | 11.2512 | 11.1426 | 1.0 | ||
| Brazil | 2.6024 | 2.8118 | (7.4) | 2.72443 | 2.6975 | 1.0 | ||
| Tunisia | 1.7521 | 1.7078 | 2.6 | 1.75315 | 1.6590 | 5.7 | ||
| Others | 35,190.0 | 34,470.0 | 2.1 | 34,455.1 | 32,677.9 | 5.4 | ||
| Others | 110.265 | 110.265 | - | 110.265 | 110.265 | - | ||
| Egypt | 7.6877 | 7.5217 | 2.2 | 7.70167 | 7.1540 | 7.7 | ||
| South Africa | 9.5531 | 9.2124 | 3.7 | 9.53929 | 7.7669 | 22.8 | ||
| Others | 10.5569 | 10.2409 | 3.1 | 10.38791 | - | s.s. | ||
| Turkey | 1.774 | - | s.s. | 1.82832 * | - | s.s. | ||
| China | 10.2747 | - | s.s. | 10.25904 ** | - | s.s. | ||
| Closing exchange rate |
* Average exchange rate from 1 March to 30 June 2007.
** Average exchange rate from 1 June to 30 June 2007.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
The main profit and loss information, by geographical segment, for the six months ended 30 June 2007 and 2006, is as follows:
| South | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Spain | Brazil | Egypt | Tunísia | Morocco | Africa | China | Turkey | Others | Unallocated | Eliminations | Consolidated | |
| Sales and services rendered: | |||||||||||||
| External sales | 236,215 240,100 148,816 52,541 | 31,944 | 39,918 | 57,063 | - 70,816 42,298 | 14,256 | - | 933,969 | |||||
| Inter segment sales | 44,606 | 948 | - | 3,459 | - | - | 778 | - | - | - | 44,378 | (94,169) | - |
| Total | 280,821 241,049 148,816 56,000 | 31,944 | 39,918 | 57,842 | - 70,816 42,298 | 58,633 | (94,169) | 933,969 | |||||
| Operating results | 62,999 | 58,502 | 17,878 19,585 | 5,719 | 14,473 | 14,971 | (13) 16,064 | 7,122 | 160 | - | 217,459 | ||
| Financial expenses Financial income Share of results of associates Other investment income |
(76,014) 33,748 4,054 2,292 |
||||||||||||
| Profit before income tax Income tax |
181,539 (42,866) |
||||||||||||
| Net profit for the period | 138,673 |
| Portugal | Spain | Brazil | Egypt | Tunísia | Morocco | South Africa |
China | Turkey | Others | Unallocated | Consolidated | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed capital expenditure | 9,295 | 15,966 | 15,570 | 13,841 | 883 | 3,408 | 17,140 | 44,888 | 89,129 | 5,472 | 213 | 215,807 |
| Depreciation and amortisation | 25,901 | 16,346 | 14,201 | 5,317 | 4,849 | 2,850 | 4,368 | - | 1,471 | 757 | 1,106 | 77,166 |
| Provisions and impairment losses | (11) | 225 | - | 713 | (19) | 13 | - | - | 564 | - | 875 | 2,360 |
| Sales and services rendered: External sales Inter segment sales Total |
244,069 29,885 273,954 |
211,242 1,914 213,156 |
131,175 543 131,717 |
57,080 6,175 63,254 |
30,767 - 30,767 |
33,664 1,820 35,484 |
62,347 - 62,347 |
34,896 - 34,896 |
19,157 47,389 66,547 |
- (87,726) (87,726) |
824,397 - 824,397 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating results | 62,424 | 54,050 | 17,877 | 24,210 | 2,503 | 12,128 | 20,156 | 4,436 | (946) | - | 196,837 |
| Financial expenses Financial income Share of results of associates Other investment income |
(99,997) 69,520 (1,598) 15,571 |
||||||||||
| Profit before income tax Income tax |
180,333 (37,623) |
||||||||||
| Net profit for the period | 142,710 |
| Portugal | Spain | Brazil | Egypt | Tunisia | Morroco | South Africa |
Others | Unallocated | Consolidated | |
|---|---|---|---|---|---|---|---|---|---|---|
| Fixed capital expenditure | 13,410 | 14,999 | 15,013 | 1,222 | 1,490 | 2,070 | 18,411 | 3,354 | 158 | 70,128 |
| Depreciation and amortisation | 25,062 | 15,928 | 13,418 | 5,978 | 5,023 | 3,817 | 3,827 | 697 | 1,102 | 74,852 |
| Provisions | 1,637 | - | - | 2,032 | - | 3 | 9 | - | 3,997 | 7,679 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
Following is a break-down of the information for the six months ended 30 June 2007 and 2006, by business segment:
| Sales and services | Fixed capital | ||
|---|---|---|---|
| rendered | Net assets | expenditure | |
| Cement | 650,010 | 3,489,570 | 200,997 |
| Ready-mix and pre-cast concrete | 247,837 | 434,721 | 10,951 |
| Others | 36,122 | 513,245 | 3,860 |
| 933,969 | 4,437,536 | 215,807 |
2006
| Sales and services rendered |
Net assets | Fixed capital expenditure |
|||
|---|---|---|---|---|---|
| Cement | 585,247 | 2,924,835 | 49,142 | ||
| Ready-mix and pre-cast concrete | 204,278 | 361,545 | 18,165 | ||
| Others | 34,871 | 413,278 | 2,821 | ||
| 824,397 | 3,699,658 | 70,128 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
Net financial expenses for the six months ended 30 June 2007 and 2006 are made up as follows:
| 2007 | 2006 | |
|---|---|---|
| Financial expenses: | ||
| Interest expense: | ||
| Derivative financial instruments | 12,313 | 16,703 |
| Others | 43,064 | 33,507 |
| Foreign exchange loss: | ||
| Derivative financial instruments | 8,507 | 34,062 |
| Others | 3,060 | 5,443 |
| Other financial expenses | 9,070 | 10,283 |
| 76,014 | 99,997 | |
| Financial income: | ||
| Interest income: | ||
| Derivative financial instruments | 7,202 | 20,350 |
| Others | 13,771 | 15,151 |
| Foreign exchange gain: | ||
| Derivative financial instruments | 8,507 | 29,621 |
| Others | 2,296 | 2,856 |
| Gain on the sale of other financial assets | 267 | 28 |
| Other financial income | 1,705 | 1,514 |
| 33,748 | 69,520 | |
| Share of results of associates: | ||
| Loss in associated companies (Note 18) (a) | (129) | (2,077) |
| Gain in associated companies (Note 13) (a) | 4,183 | 479 |
| 4,054 | (1,598) | |
| Investment income: | ||
| Dividends | 557 | 221 |
| Gains/(losses) on the sale of investments (b) | 1,734 | 15,351 |
| 2,292 | 15,571 |
a) The gain and loss in associated companies includes the effect of applying the equity method to investments in associated companies at 30 June 2007, in the amount of 3,812 thousand euros (Note 13 and 18), and the gain on the sale of the financial participation in Auxiliar de Áridos, in the amount of 242 thousand euros.
b) Gains and losses on the sale of investments for the six months ended 30 June 2007 includes, essentially, the gain on the sale of the financial participation in Cimentos Madeira, in the amount of 1,425 thousand euros. At 30 June 2006 gains and losses on the sale of investments refers to the gain on the sale of the financial participation in Cementos Lemona.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
Income tax expense for the six months ended 30 June 2007 and 2006 is made up as follows:
| 2007 | 2006 | |
|---|---|---|
| Current tax | 38,852 | 32,265 |
| Deferred tax (Note 15) | 2,789 | 5,046 |
| Tax contingencies (Note 18) | 334 | 365 |
| Other adjustments related to current tax | 892 | (52) |
| Income tax for the period | 42,866 | 37,623 |
The Company and the majority of its subsidiaries in Portugal are subject to Corporate Income Tax, currently at the rate of 25%, plus a Municipal surcharge up to a maximum of 1.5%, totalling 26.5%.
Tax on income relating to the other geographic segments is calculated at respective rates in force.
Temporary differences between the book value of assets and liabilities and their corresponding value for tax purposes are recognised in accordance with IAS 12 – Income taxes.
The income tax charge for the six months ended 30 June 2007 and 2006 in relation to profit before income tax is as follows:
| 2007 | 2006 | |||
|---|---|---|---|---|
| Tax base | Income tax | Tax base | Income tax | |
| Profit before income tax | 181,539 | 180,333 | ||
| Permanent differences: | ||||
| Equity method (Note 7) | (4,054) | 1,598 | ||
| Non taxable results | (18,955) | (13,558) | ||
| Other deductions (a) | (6,082) | (8,949) | ||
| 152,448 | 159,424 | |||
| Normal charge (26.5%) | 40,399 | 43,842 | ||
| Tax benefits | - | (6,469) | ||
| Rate differences and others | 1,242 | (63) | ||
| Tax contingencies (Note 18) | 334 | 365 | ||
| Other adjustments related to current tax | 892 | (52) | ||
| Charge for the period | 42,866 | 37,623 | ||
(a) Other deductions include amortisations of goodwill accepted for tax purposes and non deductible provisions.
In addition to the income tax charge for the period, in the six months ended 30 June 2007 and 2006, deferred taxes of 707 thousand euros and 2,970 thousand euros were, respectively, recorded directly in reserves. (Note 15).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
In the six months ended 30 June 2007 a dividend of 21.5 cents per share (19 cents per share in 2006), totalling 143,951 thousand euros (127,191 thousand euros in 2006), was paid as decided by the Shareholders' Annual General Meeting held on 11 May 2007.
Basic and diluted earnings per share for the six months ended 30 June 2007 and 2006 were computed as follows:
| 2007 | 2006 | |
|---|---|---|
| Basic earnings per share | ||
| Net income considered in the computation of basic earnings per share |
131,682 | 135,548 |
| Weighted average number of ordinary shares used to calculate the basic earnings per share (thousands) |
669,557 | 668,737 |
| Basic earnings per share | 0.20 | 0.20 |
| Diluted earnings per share | ||
| Net income considered in the computation of basic earnings per share |
131,682 | 135,548 |
| Weighted average number of ordinary shares used to calculate the basic earnings per share (thousands) |
669,557 | 668,737 |
| Effect of the options granted under the Share Option Plan (thousands) |
1,491 | 1,590 |
| Weighted average number of ordinary shares used to calculate the diluted earnings per share (thousands) |
671,048 | 670,326 |
| Diluted earnings per share | 0.20 | 0.20 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
The changes in goodwill and related impairment losses in the six months ended 30 June 2007 and 2006, were as follows:
| Portugal | Spain | Brazil | Egypt | Tunisia | Morocco | South Africa |
China | Turkey | Cape Verde |
Others | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross assets: Balances at 1 January 2006 Changes in the consolidation perimeter Exchange translation adjustments Additions |
22,325 - - - |
65,089 - - - |
548,077 - (5,163) - |
85,121 - (6,356) - |
71,546 - - - |
27,254 - - - |
136,014 2,681 (25,918) - |
- - - - |
- - - - |
7,721 - - - |
1,532 - (112) 40 |
964,679 2,681 (37,549) 40 |
| Balances at 30 June 2006 | 22,325 | 65,089 | 542,915 | 78,765 | 71,546 | 27,254 | 112,776 | - | - | 7,721 | 1,460 | 929,851 |
| Balances at 1 January 2007 Changes in the consolidation perimeter (Note 4) Exchange translation adjustments Additions |
22,325 - - 219 |
74,427 - - - |
540,613 - 33,685 - |
76,614 - (1,654) - |
71,546 - - - |
27,254 - - - |
112,438 - (4,010) - |
- 1,548 - - |
- 413,292 19,243 - |
8,742 261 - - |
1,409 (37) (94) 1,471 |
935,368 415,064 47,170 1,690 |
| Balances at 30 June 2007 | 22,544 | 74,427 | 574,298 | 74,960 | 71,546 | 27,254 | 108,428 | 1,548 | 432,536 | 9,003 | 2,750 | 1,399,293 |
| Accumulated impairment losses: Balances at 1 January 2006 Increases |
- 601 |
- - |
- - |
- - |
- - |
24,031 - |
- - |
- - |
- - |
- - |
- - |
24,031 601 |
| Balances at 30 June 2006 | 601 | - | - | - | - | 24,031 | - | - | - | 24,632 | ||
| Balances at 1 January 2007 | 601 | 765 | - | - | - | 24,031 | - | - | - | - | - | 25,397 |
| Balances at 30 June 2007 | 601 | 765 | - | - | - | 24,031 | - | - | - | - | - | 25,397 |
| Carrying amount: | ||||||||||||
| As at 30 June 2006 | 21,724 | 65,089 | 542,915 | 78,765 | 71,546 | 3,223 | 112,776 | - | - | 7,721 | 1,460 | 905,219 |
| As at 30 June 2007 | 21,944 | 73,662 | 574,298 | 74,960 | 71,546 | 3,223 | 108,428 | 1,548 | 432,536 | 9,003 | 2,750 | 1,373,896 |
Goodwill is subject to impairment tests annually and whenever there are indications of possible impairment.
The impairment tests are made based on the discounted cash flow of each of the affected business segments, based on the most recent financial projections approved by the respective Boards of Directors.
At 30 June 2007, the attribution of the purchase value to the net assets of the acquired companies, indicated in the note 4, is not concluded. As a result of that process the amounts of goodwill may be subject to changes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
The changes in tangible assets and corresponding depreciation in the six months ended 30 June 2007 and 2006 were as follows:
| Land | Buildings and other constructions |
Basic equipment |
Transportation equipment |
Administrative equipment |
Tools and dies |
Other tangible assets |
Tangible assets in progress |
Advance to suppliers of tangible assets |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Gross assets: | ||||||||||
| Balances at 1 January 2006 | 287,237 | 568,683 | 2,507,133 | 89,591 | 52,410 | 7,582 | 10,146 | 64,533 | 31,618 | 3,618,933 |
| Changes in the consolidation perimeter | 7,210 | (2,559) | 2,659 | 924 | 24 | 1 | - | - | - | 8,259 |
| Exchange translation adjustments | (3,827) | (3,973) | (75,536) | (1,853) | (1,106) | (151) | (56) | (5,121) | (4,627) | (96,251) |
| Additions | 1,110 | 563 | 4,445 | 744 | 138 | 9 | 237 | 46,380 | 6,501 | 60,126 |
| Sales | (264) | (154) | (6,968) | (2,207) | (109) | (33) | (116) | (16) | - | (9,867) |
| Write-offs Transfers |
- 11 |
(47) 5,704 |
(1) 11,324 |
(140) 1,745 |
(22) 285 |
- 56 |
- 51 |
- (15,331) |
- (4,158) |
(209) (314) |
| Balances at 30 June 2006 | 291,477 | 568,217 | 2,443,056 | 88,804 | 51,619 | 7,463 | 10,261 | 90,444 | 29,334 | 3,580,676 |
| Balances at 1 January 2007 | 292,696 | 586,681 | 2,491,266 | 90,707 | 52,476 | 7,787 | 11,516 | 111,924 | 7,557 | 3,652,611 |
| Changes in the consolidation perimeter (Note 4) | 16,633 | 45,876 | 172,547 | 11,266 | 4,750 | 736 | 2,466 | 19,651 | 4,192 | 278,117 |
| Exchange translation adjustments | 4,520 | 5,834 | 24,938 | 1,573 | 488 | (10) | 89 | 1,296 | 238 | 38,965 |
| Additions | 1,916 | 1,199 | 19,172 | 1,851 | 277 | 321 | 90 | 62,346 | 1,921 | 89,092 |
| Sales | (533) | (1,617) | (8,659) | (1,365) | (172) | (42) | (67) | (43) | (14) | (12,513) |
| Write-offs | - | (11) | (38) | (831) | (18) | - | - | - | - | (898) |
| Transfers | 120 | 4,411 | 28,300 | 1,813 | (2,414) | 31 | - | (25,259) | (7,007) | (5) |
| Balances at 30 June 2007 | 315,353 | 642,372 | 2,727,526 | 105,013 | 55,387 | 8,822 | 14,095 | 169,916 | 6,887 | 4,045,370 |
| Accumulated depreciation and | ||||||||||
| impairment losses: | ||||||||||
| Balances at 1 January 2006 | 33,996 | 257,040 | 1,647,852 | 59,373 | 40,737 | 6,489 | 5,907 | - | - | 2,051,394 |
| Changes in the consolidation perimeter Exchange translation adjustments |
- (144) |
(2,618) (1,421) |
1,407 (57,759) |
124 (1,300) |
18 (640) |
- (122) |
- (38) |
- - |
- - |
(1,069) (61,425) |
| Increases | 1,821 | 11,493 | 55,463 | 2,843 | 1,602 | 238 | 458 | - | - | 73,917 |
| Decreases | - | - | (4,282) | (2,048) | (104) | (28) | (50) | - | - | (6,511) |
| Write-offs | - | (15) | (1) | (140) | (22) | - | - | - | - | (177) |
| Transfers | (17) | (107) | 153 | 1 | (6) | - | 9 | - | - | 32 |
| Balances at 30 June 2006 | 35,655 | 264,371 | 1,642,833 | 58,852 | 41,585 | 6,578 | 6,285 | - | - | 2,056,161 |
| Balances at 1 January 2007 | 37,460 | 285,301 | 1,672,817 | 59,456 | 42,240 | 6,786 | 6,778 | - | - | 2,110,837 |
| Changes in the consolidation perimeter (Note 4) | 4,048 | 21,368 | 112,252 | 8,555 | 3,799 | 649 | 2,070 | - | - | 152,741 |
| Exchange translation adjustments | 366 | 3,866 | 17,011 | 921 | 509 | 1 | 81 | - | - | 22,756 |
| Increases | 2,799 | 13,564 | 54,286 | 3,338 | 1,600 | 210 | 531 | - | - | 76,328 |
| Decreases | - | (380) | (7,956) | (1,173) | (152) | (40) | (16) | - | - | (9,718) |
| Write-offs | - | (5) | (25) | (831) | (17) | - | - | - | - | (878) |
| Transfers | - | - | (45) | 16 | 23 | - | - | - | - | (6) |
| Balances at 30 June 2007 | 44,673 | 323,714 | 1,848,340 | 70,281 | 48,002 | 7,606 | 9,444 | - | - | 2,352,060 |
| Carrying amount: | ||||||||||
| As at 30 June 2006 | 255,822 | 303,846 | 800,223 | 29,952 | 10,034 | 885 | 3,976 | 90,444 | 29,334 | 1,524,515 |
| As at 30 June 2007 | 270,680 | 318,657 | 879,187 | 34,731 | 7,385 | 1,216 | 4,651 | 169,916 | 6,887 | 1,693,310 |
Tangible assets in progress and advances to suppliers of tangible assets in the six months ended 30 June 2007 include the construction and improvement of installations and equipment of the cement sector of several production units, essentially in the South Africa, Brazil, Spain, Turkey and Portugal business areas.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
The changes in investments in associates in the six months ended 30 June 2007 and 2006, were as follows:
| Investment | Goodwill | Total | |
|---|---|---|---|
| Balances at 1 January 2006 Changes in the consolidation perimeter Equity method effect: |
164,425 - |
40,530 4,195 |
204,955 4,195 |
| On profit | (1,598) | - | (1,598) |
| On shareholders' equity | (50) | - | (50) |
| Dividends received | (964) | - | (964) |
| Acquisitions and increases | 74 | - | 74 |
| Sales and write-offs | (4) | - | (4) |
| Transfers (a) | (39,967) | (25,714) | (65,681) |
| Balances at 30 June 2006 | 121,917 | 19,011 | 140,928 |
| Balances at 1 January 2007 | 142,139 | 14,816 | 156,955 |
| Changes in the consolidation perimeter (Note 4) | (3,874) | 205 | (3,669) |
| Equity method effect: | |||
| On profit (Note 7) | 3,940 | - | 3,940 |
| On shareholders' equity | 44,401 | - | 44,401 |
| Dividends received | (1,085) | - | (1,085) |
| Acquisitions and increases | 302 | - | 302 |
| Balances at 30 June 2007 | 185,823 | 15,022 | 200,845 |
(a) During the six months ended 30 June 2006 Cimpor transferred the investment in Nova Cimangola, S.A. to the caption "Available-for-sale non-current assets". This investment was sold before the year end.
This caption includes: (i) the financial assets held up to maturity, the most relevant is the investment on a variable rate debt instrument issued by Republic of Austria, in the amount of 150,283 thousand euros, and (ii) the available-for-sale financial assets, stated at fair value or at cost adjusted for estimated impairment losses, when there is no market value quoted and their value can not be reliably determined.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
The changes in deferred taxes in the six months ended 30 June 2007 and 2006 were as follows:
| Provisions | Available | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Intangible | Tangible | Tax losses carried |
for risks and |
Cash and cash |
Doubtful | for-sale financial |
||||||
| assets | Goodwill | assets | forward | charges | equivalents | accounts | Inventories | Investment | assets | Others | Total | |
| Deferred tax assets: | ||||||||||||
| Balances at 1 January 2006 | 1,797 | 18,227 | 12,370 | 9,850 | 21,403 | - | 2,067 | 1,824 | 1,031 | - | 22,570 | 91,138 |
| Changes in the consolidation perimeter | - | - | (6) | - | - | - | - | - | - | - | - | (6) |
| Exchange translation adjustments | (10) | (146) | (457) | (1,738) | (336) | - | (44) | (38) | - | - | 2,782 | 13 |
| Income tax (Note 8) Shareholders' equity (Note 8) |
(235) - |
(3,210) - |
(2,045) - |
(5,937) - |
1,907 817 |
- - |
(24) - |
(8) - |
227 - |
- - |
(1,866) (36) |
(11,192) 781 |
| Balances at 30 June 2006 | 1,552 | 14,871 | 9,861 | 2,175 | 23,791 | - | 1,998 | 1,778 | 1,258 | - | 23,450 | 80,733 |
| Balances at 1 January 2007 | 1,359 | 22,056 | 11,803 | 4,881 | 16,607 | - | 1,702 | 1,986 | 1,815 | - | 18,950 | 81,159 |
| Exchange translation adjustments | 41 | 2,133 | 427 | 422 | 433 | - | (9) | (12) | 1 | - | 34 | 3,471 |
| Income tax (Note 8) | (15) | 7,641 | 198 | 4,089 | 2,648 | - | 13 | (23) | (724) | - | 2,596 | 16,422 |
| Shareholders' equity (Note 8) | - | - | - | - | (1,354) | - | - | - | - | - | 654 | (701) |
| Balances at 30 June 2007 | 1,386 | 31,829 | 12,427 | 9,392 | 18,333 | - | 1,707 | 1,952 | 1,091 | - | 22,234 | 100,352 |
| Deferred tax liabilities: | ||||||||||||
| Balances at 1 January 2006 | - | - | 108,223 | - | 3,004 | - | - | - | 12,956 | 2,376 | 9,092 | 135,650 |
| Changes in the consolidation perimeter | - | - | 4 | - | - | - | - | - | - | - | - | 4 |
| Exchange translation adjustments | - | - | (1,963) | - | - | - | - | - | - | - | 2,953 | 989 |
| Income tax (Note 8) | - | - | (2,175) | - | (174) | - | - | - | - | - | (3,798) | (6,147) |
| Shareholders' equity (Note 8) | - | - | - | - | - | - | - | - | - | (2,376) | 187 | (2,189) |
| Balances at 30 June 2006 | - | - | 104,089 | - | 2,830 | - | - | - | 12,956 | - | 8,433 | 128,308 |
| Balances at 1 January 2007 | - | 12,250 | 100,877 | - | 3,606 | 233 | - | - | 12,500 | - | 6,589 | 136,055 |
| Changes in the consolidation perimeter (Note 4) | - | - | 2,904 | - | - | - | - | - | - | - | - | 2,904 |
| Exchange translation adjustments | - | 499 | (150) | - | (1) | - | - | - | - | - | 381 | 728 |
| Income tax (Note 8) | - | 18,295 | (66) | - | 287 | (233) | - | - | - | - | 929 | 19,211 |
| Shareholders' equity (Note 8) | - | - | - | - | - | - | - | - | - | 2 | 5 | 7 |
| Balances at 30 June 2007 | - | 31,043 | 103,564 | - | 3,891 | - | - | - | 12,500 | 2 | 7,903 | 158,904 |
The deferred tax assets are recorded directly on shareholder's equity when the situations that have originated them have similar impact.
The caption Other deferred tax assets includes essentially the effect of recording derivative financial instruments.
The Company's fully subscribed and paid up capital at 30 June 2007 consisted of 672,000,000 shares, listed with a nominal value of one euro each, quoted at Euronext Lisbon.
Commercial legislation relating to treasury shares requires that a free reserve in an amount equal to the cost of treasury shares be frozen while the shares are not sold. In addition, the applicable accounting rules require that gains and losses on the sale of treasury shares be recorded in reserves.
At 30 June 2007 and 2006 Cimpor had 2,097,092 and 2,766,810 treasury shares, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
The changes in treasury shares in the six months ended 30 June 2007 and 2006 were as follows:
| Quantity | Value | |
|---|---|---|
| Balances at 1 January 2006 | 3,867,300 | (12,796) |
| Treasury shares sale | (1,100,490) | 3,502 |
| Balances at 30 June 2006 | 2,766,810 | (9,294) |
| Balances at 1 January 2007 | 2,766,810 | (9,294) |
| Treasury shares purchase | 434,982 | (2,713) |
| Treasury shares sale | (1,104,700) | 3,739 |
| Balances at 30 June 2007 | 2,097,092 | (8,269) |
The changes in the provisions in the six months ended 30 June 2007 and 2006 were as follows:
| Provisions for legal and tax risks |
Environmental rehabilitation |
Provision for employee benefits |
Indemnities and other employees matters |
Legal processes | Other provisions for risks and charges |
Total | |
|---|---|---|---|---|---|---|---|
| Balances at 1 January 2006 | 93,937 | 37,144 | 33,404 | 2,624 | 2,104 | 13,813 | 183,027 |
| Changes in the consolidation perimeter | - | - | - | - | (7) | - | (7) |
| Exchange translation adjustments | (986) | (495) | (312) | (130) | (1) | (16) | (1,939) |
| Increases | 5,207 | 874 | 4,621 | 2,546 | 36 | 2,736 | 16,021 |
| Decreases | - | (237) | - | (47) | - | (147) | (431) |
| Utilisation | - | (71) | - | (301) | - | (683) | (1,055) |
| Transfers | - | - | - | 1,659 | (1,612) | (46) | - |
| Balances at 30 June 2006 | 98,158 | 37,216 | 37,714 | 6,351 | 520 | 15,657 | 195,616 |
| Balances at 1 January 2007 | 99,722 | 38,327 | 28,163 | 5,401 | 2,007 | 12,237 | 185,858 |
| Changes in the consolidation perimeter (Note 4) | - | 288 | - | 2,470 | 237 | 16 | 3,011 |
| Exchange translation adjustments | (249) | 1,174 | (43) | 153 | (15) | 16 | 1,036 |
| Increases | 3,355 | 1,474 | 677 | 461 | 1,008 | 1,495 | 8,470 |
| Decreases | - | (95) | (4,533) | (31) | (313) | (14) | (4,986) |
| Utilisation | - | (123) | (46) | (982) | (23) | (678) | (1,853) |
| Balances at 30 June 2007 | 102,827 | 41,046 | 24,218 | 7,471 | 2,901 | 13,073 | 191,537 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
The increases and decreases in the provisions in the six months ended 30 June 2007 and 2006 were recorded by corresponding entry to the following accounts:
| 2007 | 2006 | |
|---|---|---|
| Tangible assets: | ||
| Land | 391 | 9 |
| Profit and loss for the period: | ||
| Outside supplies and services | (76) | (592) |
| Other operating expenses | 2 | - |
| Payroll | 1,357 | 7,167 |
| Provisions | 2,360 | 7,679 |
| Financial expenses | 4,093 | 834 |
| Share of results of associates (Note 7) | 129 | 129 |
| Income tax (Note 8) | 334 | 365 |
| Shareholder's equity: | ||
| Adjustment in equity investments | 4 | - |
| Free reserves | (5,111) | - |
| 3,484 | 15,590 |
Loans at 30 June 2007 and 31 December 2006 are made up as follows:
| 2007 | 2006 | |
|---|---|---|
| Non-current liabilities: | ||
| Bonds | 871,625 | 885,239 |
| Bank loans | 155,749 | 471,536 |
| Other loans | 630 | 630 |
| 1,028,005 | 1,357,405 | |
| Current liabilities: | ||
| Bonds | - | 1,151 |
| Bank loans | 740,305 | 51,427 |
| Other loans | 2,805 | 7,678 |
| 743,110 | 60,256 | |
| 1,771,114 | 1,417,661 | |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
Non-convertible bonds at 30 June 2007 and 31 December 2006 are made up as follows:
| 2007 | 2006 | |||||||
|---|---|---|---|---|---|---|---|---|
| Conditions / | Non | Non | ||||||
| Issuer | Financial instrument | Issue | Interest rate | repayment | Current | current | Current | current |
| Cimpor Financial Operations B.V. | Eurobonds | 27 May 2004 | Fixed rate of 4.50% | 27 May 2011 | - | 597,254 | - | 596,903 |
| Cimpor Financial Operations B.V. | US Private Placement 10Y | 27 June 2003 | Fixed rate of 4.75% | 27 June 2013 | - | 101,517 | - | 106,073 |
| Cimpor Financial Operations B.V. | US Private Placement 12Y | 27 June 2003 | Fixed rate of 4.90% | 27 June 2015 | - | 172,854 | - | 182,263 |
| Cimentos de Moçambique S.A.R.L. | Bonds | 13 December 2004 | TAM + 5.25% | (i) | - | - | 1,151 | - |
| - | 871,625 | 1,151 | 885,239 | |||||
| (1) Early paied. |
The changes in fair value incorporated in the book value of the US Private Placements at 30 June 2007 amounted to 70,338 thousand euros.
Bank loans at 30 June 2007 and 31 December 2006 are made up as follows:
| Non-current | ||||
|---|---|---|---|---|
| Type | Currency | Interest rate | 2007 | 2006 |
| Bilateral | EUR | Euribor + 0.275% | - | 392,500 |
| EIB Loan | EUR | EIB Basic rate | 50,000 | 53,334 |
| Bilateral | EGP | Caibor + 1.125% | - | 8,702 |
| Bilaterals | BRL | Several | 17,035 | 16,636 |
| Bilaterals | EUR | Several | 65,124 | 364 |
| Bilaterals | CVE | Several | 409 | - |
| Bilaterals | CNY | Several | 23,181 | - |
| 155,749 | 471,536 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros)
(Translation of notes originally issued in Portuguese– Note 26)
| Current | |||||
|---|---|---|---|---|---|
| Type | Currency | Interest rate | 2006 | ||
| EIB Loan | EUR | EIB Basic rate | 6,666 | 6,666 | |
| Bilateral | EGP | Caibor + 1.125% | - | 4,351 | |
| Bilateral | EGP | 11.30% | 517 | - | |
| Bilateral | EUR | Euribor + 1.1% | - | 3,125 | |
| Bilaterals | BRL | Several | 3,793 | 3,722 | |
| Bilaterals | EUR | Euribor + 0.275% | 392,500 | - | |
| Bilateral | MAD | TMP BDT 5a+1.5% | 2,896 | 2,798 | |
| Bilaterals | ZAR | Several | 328 | - | |
| Bilaterals | CVE | Several | 2,653 | - | |
| Bilaterals | CNY | Several | 13,820 | - | |
| Bilaterals | TRY | Several | 443 | - | |
| Bilaterals | EUR | Several | 100,788 | - | |
| Commercial paper | EUR | Several | 210,000 | - | |
| Overdrafts | MAD | Several | 4,057 | 3,020 | |
| Overdrafts | ZAR | Several | 261 | 153 | |
| Overdrafts | EUR | Several | 1,584 | 21,782 | |
| Others | MAD | Several | - | 5,810 | |
| 740,305 | 51,427 |
The non-current portion of loans at 30 June 2007 and 31 December 2006 is repayable as follows:
| Year | 2007 | 2006 |
|---|---|---|
| 2008 | 42,057 | 407,945 |
| 2009 | 36,522 | 15,445 |
| 2010 | 38,343 | 15,445 |
| 2011 | 610,040 | 603,570 |
| 2011 and following years | 301,043 | 315,000 |
| 1,028,005 | 1,357,405 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
The loans at 30 June 2007 and 31 December 2006 are expressed in the following currencies:
| 2007 | 2006 | |||
|---|---|---|---|---|
| Currency | Currency | Euros | Currency | Euros |
| EUR | - | 1,401,302 | - | 1,070,383 |
| USD | 404,000 | 299,155 | 404,000 | 306,765 |
| EGP | 3,972 | 517 | 98,181 | 13,053 |
| MZM | - | - | 39,675 | 1,151 |
| BRL | 54,202 | 20,827 | 57,243 | 20,358 |
| ZAR | 5,617 | 588 | 1,410 | 153 |
| MAD | 77,743 | 6,953 | 64,563 | 5,798 |
| CVE | 337,715 | 3,063 | - | - |
| TKY | 772 | 443 | - | - |
| CNY | 393,169 | 38,266 | - | - |
| 1,771,114 | 1,417,661 |
The foreign currency loans bear interest at market rates and were translated to euros at the exchange rate on the balance sheet date.
The larger bilateral loan (Euribor + 0.275%) establish that the spread must be indexed to the Standard & Poor's rating, therefore reflecting the assessment of risk of these operations.
The majority of the loan operations of the operating and sub-holding companies do not establish the need for CIMPOR – Cimentos de Portugal, SGPS, S.A. to maintain majority control of the companies. However, the comfort letters requested from the holding company, for purposes of contracting the loans, usually contain a commitment for it not to sell its direct or indirect control of these companies.
The comfort letters provided by the Parent company and other subsidiary companies at 30 June 2007 and at 31 December 2006 totalled, approximately, 292,000 and 185,000 thousand euros, respectively.
In the larger financial operations the loan contracts also contain financial covenants for certain financial ratios to be maintained at previously agreed levels.
The financial ratios are:
| - | Net debt / EBITDA | |
|---|---|---|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
At 30 June 2007 and 31 December 2006 these ratios were within the commitments established.
The majority of the financing instruments have Negative Pledge clauses. The larger loans (those exceeding 50 million euros) normally establish a maximum level of pledges over assets, which must not be exceeded without prior notice to the financial institutions.
Cross default clauses, which are current practice in loan contracts, are also present in the large majority of the referred financial instruments.
Under the risk management policy of the Cimpor Group, a range of derivative financial instruments have been contracted at 30 June 2007 and 31 December 2006 to hedge interest and exchange rate risk.
The Group contracts such instruments after evaluating the risks to which its assets and liabilities are exposed and assessing which instruments available in the market are the most adequate to hedge the risks.
These operations are subject to prior approval by the Executive Committee and are permanently monitored by the Financial Operations Area. Several indicators relating to the instruments are periodically determined, namely their market value and sensitivity of the projected cash flows and market value to changes in key variables, with the aim of assessing their financial effect.
The recognition of financial instruments and their classification as hedging or trading instruments, is based on the provisions of IAS 39.
Hedge accounting is applicable to financial derivative instruments that are effective as regards the elimination of variations in the fair value or cash flows of the underlying assets/liabilities. The effectiveness of such operations is verified on a regular quarterly basis. Hedge accounting covers two types of operations:
Fair value hedging instruments are financial derivative instruments that hedge exchange rate and/or interest rate risk. Changes in the fair value of such instruments are reflected in the statement of profit and loss. The underlying asset/liability is also valued at fair value as regards the part corresponding to the risk that is being hedged, the respective changes being reflected in the statement of profit and loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
Cash flow hedging instruments are financial derivative instruments that hedge the exchange rate risk on future purchases and sales of certain assets as well as cash flows subject to interest rate risk. The effective part of the changes in fair value of the cash flow hedging instruments is recognised in shareholders' equity, while the non effective part is reflected immediately in the statement of profit and loss.
Instruments held for trading purposes are financial derivative instruments contracted in accordance with the Group's risk management policies but where hedge accounting is not applicable, because they were not formally designated for that purpose or because they are not effective hedging instruments in accordance with the requirements of IAS 39.
The fair value of derivative financial instruments at 30 June 2007 and 31 December 2006 were as follows:
| Other assets | Other liabilities | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Current | Non-current | Current | Non-current | ||||||
| 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 | ||
| Fair value hedges | |||||||||
| Exchange and interest rate swaps | - | - | 3,416 | 2,623 | - | - | 157 | - | |
| Cash flow hedges | |||||||||
| Interest rate swaps | 1,237 | 788 | - | 413 | 641 | - | 1,436 | - | |
| Trading | |||||||||
| Exchange and interest rate derivatives | - | - | - | - | 6,231 | 3,501 | 82,628 | 72,383 | |
| Interest rate derivatives | 54 | - | - | - | 1,368 | 902 | 62,175 | 55,926 | |
| 1,291 | 788 | 3,416 | 3,036 | 8,240 | 4,404 | 146,397 | 128,309 | ||
Some derivatives, although in compliance with the Group's risk management policies as regards the management of financial market volatility risks, do not qualify for hedge accounting, and so are classified as trading instruments.
The following schedule shows the operations at 30 June 2007 that qualify as fair value and cash flow hedging instruments:
| Type of hedge |
Notional | Type of operation |
Maturity | Financial purpose | MtM |
|---|---|---|---|---|---|
| Fair value | EUR 22.325.000 | Cross-Currency Swap |
Oct.12 | Principal and interest hedge on intercompany loan from C. Inversiones to NPC - CIMPOR |
3,416 |
| Fair value | EUR 7.000.000 | Cross-Currency Swap |
Oct.13 | Principal and interest hedge on intercompany loan from C. Inversiones to NPC - CIMPOR |
(157) |
| Cash-Flow | EUR 50.000.000 | Fixed rate | Jun.08 | Hedge of 15% of the 332.5 MM EUR bilateral loan from Totta |
317 |
| Cash-Flow | EUR 50.000.000 | Fixed rate | Jun.08 | Hedge of 15% of the 332.5 MM EUR bilateral loan from Totta |
921 |
| Cash-Flow | BRL 388.586.800 | Fixed rate | Dec.11 | Hedge of 100% of the interest of the issuer note Republic of Austria held in Cimpor Cimentos do Brasil |
(2,078) |
| 2,418 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
In addition, the portfolio of derivative financial instruments at 30 June 2007 that do not qualify as hedging instruments is made up as follows:
| Notional | Type of operation | Maturity | Financial purpose | MtM |
|---|---|---|---|---|
| USD 150.000.000 | Cross-Currency Swap | Jun.13 | Hedge of 100% of the principle and interest 10Y tranche of the US Private Placements |
(27,899) |
| USD 254.000.000 | Cross-Currency Swap | Jun.15 | Hedge of 100% of the principle and interest 12Y tranche of the US Private Placements |
(60,959) |
| EUR 150.000.000 | Variable rate | Dec.09 | Hedge of 53% of the EUR tranche of the | |
| EUR 100.000.000 | Conditioned interest rate swap | Dec.09 | 2000-2005 Syndicated Loan liquidated on 30 June 2004 and subsequently allocated to reduce exposure to the variable rate of the Group´s overall debt portfolio |
(12,284) |
| EUR 50.000.000 | Fixed rate with option for variable rate |
Dec.09 | Hedge of 15% of the 332.5 MM EUR bilateral loan from Totta |
(629) |
| EUR 216.723.549 | Conditioned variable rate | Jun.15 | Hedge of 100% of part of the floating cross | |
| EUR 150.000.000 | Floor sale over Spread 10Y US CMS - 2Y US CMS |
Jun.15 | currency swap hedging the 12Y tranche of the US Private Placement |
(50,575) |
(152,348)
Cash and cash equivalents at 30 June 2007 and 31 December 2006 is made up as follows:
| 2007 | 2006 | ||
|---|---|---|---|
| Cash | 620 | 474 | |
| Bank deposits | 162,445 | 318,514 | |
| Marketable securities | 59,840 | 170,452 | |
| 222,905 | 489,441 | ||
| Bank overdrafts (Note 19) | (5,902) | (24,955) | |
| 217,002 | 464,486 |
The caption cash and cash equivalents includes cash, deposits repayable on demand, treasury applications and term deposits maturing in less than three months with insignificant risk of change in value. Bank overdrafts includes amounts drawn from current accounts with financial institutions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
Receipts and payments relating to loans in the six months ended 30 June 2007, relates, mainly, to the emission of commercial paper from Caixa Geral de Depósitos, amounting 210 million euros and to the utilisation of several credit lines to acquisition of Turkey business, in the amount of 158 million euros.
Payments relating to investments in the six months ended 30 June 2007, relates, essentially, to the acquisition of the minority participations of the share capital of Betão Liz, S.A. (33,37%) and Cimentaçor, Lda. (25%) , amounting 11,650 thousand euros and to the increase of the participation (10,77%) in the share capital of Cimentos de Moçambique, S.A.R.L., in the amount of 4,483 thousand euros.
Transactions and balances between Cimpor – Cimentos de Portugal, SGPS, S.A. and Group companies were eliminated in the consolidation process and so are not disclosed in this note. At 30 June 2007, the balances and transactions between the Group and associated companies and with other related parties, relate to the normal operational activities, and no exceptional transaction relevant for disclosure occurred.
In the normal course of its business the Group is involved in several legal processes and complaints relating to its products and services as well as of an environmental nature and labour processes. Considering the nature of the legal processes and the provisions made up, the expected outcome is not expected to have a significant impact on the Group's operations, financial position or results of operations
As a result of the reviews performed by the tax authorities to the Company and its subsidiaries previous years income tax returns, several corrections were proposed to the tax amounts calculated by the Company. Even though the majority of the corrections made were contested, the Company has the procedure of, based on the understanding of its tax consultants, evaluate the nature of the corrections and to record in a prudent manner the potential risks associated.
The Board of Directors believes that, at 30 June 2007, the recorded provisions (Note 18) , are sufficient to face those risks.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese– Note 26)
At 30 June 2007 the Group companies had guarantees totalling 73,823 thousand euros given to third parties. Of these, 22,229 thousand euros correspond to guarantees given to the tax authorities to cover additional tax assessments for the years 1990 to 2003, the liability being provided for under the caption Provisions for legal and tax risks (Note 18).
At 30 June 2007 and 31 December 2006 the companies included in the consolidation had the following bank guarantees given to third parties:
| 2007 | 2006 | |
|---|---|---|
| Guarantees given: | ||
| For tax processes in progress | 22,229 | 22,820 |
| To suppliers | 37,848 | 37,974 |
| Others | 13,746 | 68,720 |
| 73,823 | 129,515 |
During the six months ended 30 June 2007 it did not occur any significant changes to the commitments reported on 31 December 2006.
The most significant events which occurred after 30 June 2007 are described in the Directors' Consolidated Report.
The financial statements for the six months ended 30 June 2007 were approved by the Board of Directors on 26 September 2007.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.
| Shareholders | No. of Shares |
Share Capital % |
Voting Rights %(2) |
|---|---|---|---|
| Teixeira Duarte, SGPS,S.A. | 135,473,319 | 20.16% | 20.22% |
| Through members of its board of directors and audit committee | 166,755 | 0.02% | 0.02% |
| Through Teixeira Duarte - Engenharia e Construções, S.A., which it controls | 135,227,625 | 20.12% | 20.19% |
| On its own account | 41,500,000 | 6.18% | 6.19% |
| Through members of its board of directors and audit committee | 737,625 | 0.11% | 0.11% |
| Through Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., which it fully | |||
| controls | 92,990,000 | 13.84% | 13.88% |
| Through Tedal, SGPS, S.A., which it fully controls | 67,205,000 | 10.00% | 10.03% |
| Through TDCIM, SGPS, S.A., which it fully controls | 25,785,000 | 3.84% | 3.85% |
| Through members of the board of directors and audit committee of TDG, SGPS, S.A., in which it has a | |||
| direct shareholding | 78,939 | 0.01% | 0.01% |
| Manuel Fino, SGPS, S.A. | 127,825,670 | 19.02% | 19.08% |
| Through Someria Enterprises, Inc., which it fully controls | 127,825,670 | 19.02% | 19.08% |
| Through Investifino - Investimentos e Participações, SGPS. S.A., which it controls.(3) | 127,825,670 | 19.02% | 19.08% |
| On its own account | 127,825,000 | 19.02% | 19.08% |
| Through members of its board of directors and audit committee | 670 | 0.00% | 0.00% |
| Credit Suisse Group | 85,538,586 | 12.73% | 12.77% |
| Through Credit Suisse First Boston International, under the direct control of Credit Suisse, which, in turn, belongs to the above mentioned group (4) |
76,399,370 | 11.37% | 11.40% |
| Through Credit Suisse First Boston (Europe) Limited, under the direct control of Credit Suisse First | |||
| Boston (UK) (International Holdings), which, in turn, belongs to the above mentioned group(5) | 9,128,253 | 1.36% | 1.36% |
| Through Credit Suisse First Boston LLC, under the direct control of Credit Suisse First Boston (USA) | |||
| Inc., which, in turn, belongs to the above mentioned group | 10,963 | 0.00% | 0.00% |
| Lafarge | 84,908,825 | 12.64% | 12.67% |
| Through members of its board of directors and audit committee | 1,120 | 0.00% | 0.00% |
| Through Ladelis, SGPS, Lda., controlled by Lafarge Cementos, S.A., which it controls | 84,907,705 | 12.64% | 12.67% |
| Banco Comercial Português, S.A. (BCP) and BCP Pension Fund | 64,474,186 | 10.04% | 10.07% |
| Banco Comercial Português, S.A. and entities related to it (6) | 274,186 | 0.04% | 0.04% |
| Banco Comercial Português, S.A. Banco Millennium BCP Investimento, S.A. |
500 261,586 |
0.00% 0.04% |
0.00% 0.04% |
| Fundação Banco Comercial Português | 12,100 | 0.00% | 0.00% |
| Fundo de Pensões do Banco Comercial Português, S.A. | 67,200,000 | 10.00% | 10.03% |
| Bipadosa, S.A. | 20,303,525 | 3.02% | 3.03% |
| Through Metalúrgica Galaica, S.A., which it fully owns | 20,303,525 | 3.02% | 3.03% |
| Through Atlansider, SGPS, S.A., 50% owned by LAF 98, S.L., which it fully owns | 20,303,525 | 3.02% | 3.03% |
| On its own account | 19,886,415 | 2.96% | 2.97% |
| Through members of its board of directors and audit committee | 105,110 | 0.02% | 0.02% |
| Through Megasa - Comércio de Produtos Siderúrgicos, Lda., which it fully owns | 312,000 | 0.05% | 0.05% |
| Through Atlansider, SGPS, S.A., of which it owns 50% (7) | 20,303,525 | 3.02% | 3.03% |
| On its own account | 19,886,415 | 2.96% | 2.97% |
| Through members of its board of directors and audit committee | 105,110 | 0.02% | 0.02% |
| Through Megasa - Comércio de Produtos Siderúrgicos, Lda., which it fully owns | 312,000 | 0.05% | 0.05% |
| Caixa Geral de Depósitos, S.A. (CGD) and CGD Pension Fund | 13,977,706 | 2.08% | 2.09% |
| Caixa Geral de Depósitos, S.A. | 13,700,706 | 2.04% | 2.05% |
| On its own account | 13,322,548 | 1.98% | 1.99% |
| Through Caixa Seguros, SGPS, S.A., which it fully owns | 378,158 | 0.06% | 0.06% |
| Through Companhia de Seguros Fidelidade Mundial, S.A., which it fully owns | 370,403 | 0.06% | 0.06% |
| Through Império Bonança – Companhia de Seguros, S.A., fully owned by Império | |||
| Bonança, SGPS, S.A. which it controls | 7,755 | 0.00% | 0.00% |
| Fundo de Pensões da Caixa Geral de Depósitos, S.A. | 277,000 | 0.04% | 0.04% |
| (1) As per notifications according to article 447 of the Portuguese Companies Code and official qualifying shareholdings announcements received by the company until June 30, 2007. |
|||
(2) Considering 2,097,092 own shares as at June 30, 2007.
(3) Company fully controlled by Manuel Fino, SGPS, S.A..
(4) Includes 11,482,758 shares that may come from the conversion of bonds.
(5) Includes 3,195,632 shares that may come from the conversion of bonds.
(6) As foreseen in article 20 of the Portuguese Securities Code.
(7) Shares only imputed once in the calculation of the position of Metalúrgica Galaica, S.A..
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Translation of notes originally issued in Portuguese– Note 26)
As forseen in article 447 of the Portuguese Comercial Code
| 2007 Trading | |||||||
|---|---|---|---|---|---|---|---|
| Shareholders | Shares | N.º of Shares 31-12-06 |
N.ºof shares 30-06-07 |
Acquisitions | Sales | Prices | Date |
| Ricardo Manuel Simões Bayão Horta | Cimpor | 102,380 | 104,360 | 1,980 | 5.03 | 17-May-07 | |
| Luís Eduardo da Silva Barbosa | Cimpor | 3,100 | 3,440 | 340 | 5.03 | 17-May-07 | |
| Jacques Lefèvre | Cimpor | 2,600 | 2,940 | 340 | 5.03 | 17-May-07 | |
| Jean Carlos Ângulo | Cimpor | 2,500 | 3,490 | 990 | 5.03 | 17-May-07 | |
| Jorge Manuel Tavares Salavessa Moura | Cimpor | 124,000 | 155,780 | 34,000 40,000 40,000 1,780 40,000 |
91,500 32,500 |
3.20 3.30 4.05 6.25 5.03 4.90 7.10 |
14-Mar-07 14-Mar-07 14-Mar-07 28-Mar-07 17-May-07 25-May-07 29-May-07 |
| Luís Filipe Sequeira Martins | Cimpor | 94,020 | 130,000 | 27,000 31,000 1,680 20,000 |
12,394 1,570 6,036 23,700 |
3.20 3.30 6.68 6.67 6.66 5.03 4.90 7.15 |
14-Mar-07 14-Mar-07 16-Apr-07 16-Apr-07 16-Apr-07 17-May-07 25-May-07 30-May-07 |
| Manuel Luís Barata de Faria Blanc | Cimpor | 236,420 | 330,600 | 27,000 31,000 25,000 1,680 25,000 |
15,500 | 3.20 3.30 4.05 5.03 4.90 7.38 |
14-Mar-07 14-Mar-07 14-Mar-07 17-May-07 25-May-07 04-Jun-07 |
| Pedro Maria Calaínho Teixeira Duarte | Cimpor | 379,140 | 554,970 | 40,000 44,000 40,000 1,830 50,000 |
3.20 3.30 4.05 5.03 4.90 |
14-Mar-07 14-Mar-07 14-Mar-07 17-May-07 25-May-07 |
|
| Vicente Arias Mosquera | Cimpor | 1,480 | 1,820 | 340 | 5.03 | 17-May-07 | |
| José Manuel Baptista Fino | Cimpor | 330 | 670 | 340 | 5.03 | 17-May-07 | |
| José Enrique Freire Arteta | Cimpor | 410 | 750 | 340 | 5.03 | 17-May-07 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2007 – UNAUDITED (Translation of notes originally issued in Portuguese– Note 26)
Acquisition and sale of shares:
| Nº. of Shares 31-12-2006 |
Nº. of Shares 30-06-07 |
Acquisitions | Sales | Price | Date | |
|---|---|---|---|---|---|---|
| Teixeira Duarte Engenharia e Construções, S.A. (1) | 42,500,000 | |||||
| 44,300 | 6.18 | 26-Jan-07 | ||||
| 55,700 | 6.18 | 29-Jan-07 | ||||
| 50,000 | 6.20 | 30-Jan-07 | ||||
| 50,000 | 6.24 | 31-Jan-07 | ||||
| 50,000 | 6.28 | 1-Feb-07 | ||||
| 50,000 | 6.30 | 2-Feb-07 | ||||
| 50,000 | 6.29 | 5-Feb-07 | ||||
| 50,000 | 6.32 | 6-Feb-07 | ||||
| 50,000 | 6.43 | 13-Feb-07 | ||||
| 50,000 | 6.41 | 14-Feb-07 | ||||
| 60,702 | 6.09 | 20-Mar-07 | ||||
| 139,298 | 6.16 | 21-Mar-07 | ||||
| 50,000 | 6.30 | 22-Mar-07 | ||||
| 50,000 | 6.32 | 23-Mar-07 | ||||
| 7,500 | 6.30 | 29-Mar-07 | ||||
| 17,500 | 6.30 | 2-Apr-07 | ||||
| 37,359 | 6.33 | 2-Apr-07 | ||||
| 12,641 | 6.35 | 4-Apr-07 | ||||
| 42,500 | 6.40 | 4-Apr-07 | ||||
| 17,500 | 6.43 | 5-Apr-07 | ||||
| 41,500,000 | 65,000 | 7.43 | 11-Apr-07 | |||
| Atlansider, SGPS, S.A. (2) | 19,632,290 | |||||
| 110,000 | 5.90 | 5-Mar-07 | ||||
| 23,076 | 5.97 | 6-Mar-07 | ||||
| 34,331 | 6.00 | 14-Mar-07 | ||||
| 30,000 | 6.00 | 15-Mar-07 | ||||
| 56,718 | 6.00 | 16-Mar-07 | ||||
| 19,886,415 | ||||||
| Megasa - Comércio de Produtos Siderúrgicos, Lda. (3) | 312,000 | |||||
| 312,000 | ||||||
| Investifino - Investimentos e Participações, SGPS, S.A. (4) | 127,825,000 | |||||
| 127,825,000 | ||||||
| Caxalp, SGPS, Lda. (5) | 362,000 | 91,500 | 6.25 | 29-Mar-2007 | ||
| 32,500 | 6.90 | 24-May-2007 | ||||
| 50,000 | 7.35 | 4-Jun-2007 | ||||
| 10,000 | 6.95 | 6-Jun-2007 | ||||
| 10,000 | 6.94 | 6-Jun-2007 | ||||
| 10,000 | 6.93 | 6-Jun-2007 | ||||
| 10,000 | 6.91 | 7-Jun-2007 | ||||
| 10,000 | 6.90 | 7-Jun-2007 | ||||
| 486,000 | ||||||
| Nº. of shares 31-12-2006 |
Nº. of shares 30-06-07 |
|
|---|---|---|
| Teixeira Duarte Engenharia e Construções, S.A. (1) | 33,042,230 | |
| 33,042,230 | ||
| Investifino - Investimentos e Participações, SGPS, S.A.(4) | 125,282,000 | 125,282,000 |
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