AI assistant
Altri SGPS — Interim / Quarterly Report 2007
Oct 1, 2007
1914_ir_2007-10-01_fc35263f-cb64-4237-bf39-e4bdc7109489.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
30 June 2007
Altri, S.G.P.S., S.A. (Open capital company) ALTRI, S.G.P.S., S.A. (OPEN CAPITAL COMPANY)
Directors' Report
Consolidated Accounts
Rua General Norton de Matos, 68 4050-424 Porto Share Capital: 25.641.459 €
INDEX
| Introduction | 2 |
|---|---|
| Stock exchange evolution | 4 |
| Group's activity | 7 |
| Financial review | 13 |
| Second semester 2007 outlook | 17 |
| Corporate Governance | 18 |
| Legal matters | 18 |
| Declaration of responsibility | 20 |
| Closing remarks | 21 |
To the Shareholders
Pursuant to the legal requirements, the Board of Directors of Altri, S.G.P.S., S.A. (Open Capital Company) hereby presents its Directors' Report for the first semester of 2007.
INTRODUCTION
Incorporated as of March 2005, Altri, S.G.P.S., S.A. has, nowadays a distinction position in the national market of Pulp, Steel and Warehousing markets.
The last two years were highlighted by various acquisitions that allowed Altri, SGPS, S.A. to reinforce its market position.
The year 2005 was marked by the acquisition of 95% of the share capital of Celtejo – Empresa de Celulose do Tejo, S.A. During the first quarter of 2006 an extra 4.45% was acquired and in the first half of 2007 Altri reinforce its stake in Celtejo in 0.13%, holding currently 99.58% of the company. Total investment reached over 40 million Euro.
In January 2006 the Group invested 7.5 million Euro in the acquisition of a 50% stake in the share capital of EDP Bioeléctrica, a strategic and high potential investment focused on biomass power production.
In August 2006 Altri acquired 100% of the voting rights of Celbi – Celulose da Beira Industrial, S.A. to Stora Enso, a transaction amounting to approximately 430 million Euro.
In the Steel sector (F. Ramada Group) the year 2006 was featured by the reorganization of the Group and by the reinforcement of the commercial position in the Benelux and Spanish markets.
Currently, Altri's investments can be resumed in the following flowchart:
STOCK EXCHANGE EVOLUTION
(Note: in order to enable a better comparison between the share price and the principle Portuguese stock exchange index (PSI20), the index has been considered as being equal in value to the opening price of the shares under analysis).
Generically, during the first semester of 2007, the national capital market's dynamics has been considerable, due to an economical recovery started in the end of 2006, which creates an adequate company's development environment. Additionally, the PSI 20 has benefited from intense movements around eventual fusion and acquisition operations. The PSI 20 index ended the six month period bearing at 13,385 points (an increase of approximately 19% when compared to year opening).
Altri's shares maintained its significant growth, continuing the performance showed since 2005 (year of Altri's incorporation) proving the investors´ confidence on the dynamics of the Group, enlarged with both the acquisition of Celtejo Group, in the second semester of 2005, and Celbi, in August 2006.
Stock exchange evolution
Altri's shares price grew 70% in the first semester of 2007 and closed the period bearing at 6.85 Euro per share, with a market capitalization amounting to 703 million Euro.
During the first semester of 2007, 110.5 million shares of Altri were transacted in the stock market, an amount extremely relevant considering the fact that the share capital of the Company is composed by 103 million titles.
The main events that distinguished the stock evolution during the first semester of 2007 may chronologically be described as follows:
Stock exchange evolution
- 4 January 2007 Altri announces that Millenium bcp Gestão de Fundos de Investimentos, S.A., representing its funds increase in 29, December 2006, its participation in Altri SGPS, S.A' share capital to 2,202,153 shares corresponding to 2.15% of the share capital and voting rights of this company;
- 5 January 2007 Altri announces that in the year 2006 the Group achieved production records in all its industrial units (Celbi, Celtejo, Caima and CPK), overcoming a consolidated production of 609 thousand tons, a 5% increase facing the year 2005. It was also announced that in a near future the Group is expecting to increase its production mainly in Celtejo (195 thousand tons) and in Celbi (550 thousands tons), which represents a growth of 69% of the production of these two industrial units;
- 15 February 2007 Altri announces that Millenium bcp Gestão de Fundos de Investimentos, S.A., representing its funds increase in 13, February 2007, its participation in Altri SGPS, S.A' share capital to 4,111,384 shares corresponding to 4.01% of the share capital and voting rights of this company;
- 7 March 2007 Altri announces the Group's performance for the year 2006, with a net profit (including minority interests) of 21.1 million Euro (including solely to 4 months of Celbi's activity, given this Company's acquisition date, August 2006). Operating income amounted to 296 million Euro and EBITDA reached 63 million Euro. The net consolidated profit attributable to the parent company's
shareholders amounted 20.8 million Euro. The operating income of the 4th quarter of 2006 achieved 98.5 million Euro, a operating net of 16.7 million Euro and an EBITDA of 22.5 million Euro, despite these values had been negatively affected by the programmed stop in Celbi and Caima industrial units. As of this date, the share's price listed at 5.78 Euro;
- 16 March 2007 Altri announces to Securities Market Commission ("Comissão do Mercado dos Valores Mobiliários" - CMVM) that Jorge Manuel Matos Borges de Oliveira and Carlos Manuel Matos Borges de Oliveira sold, each one, outside market, their 2,290,000 shares from Altri- SGPS, S.A., corresponding to 2.23% of share capital and voting rights. It was also announced that each one of these Directors have a participation of 50% in the share capital of Caderno Azul, SGPS, S.A., that, at this date, acquired, outside market. 4,458,000 shares of Altri, SGPS, S.A., corresponding to 4.47% of share capital and voting rights of this company;
- 2 April 2007 the Company informed the Securities Market Commission ("Comissão do Mercado dos Valores Mobiliários" - CMVM) regarding the payment of a dividend of 0.05 Euro per share for the year 2006 as from 18 April 2006. At this day the share's price listed at 5,75 Euro;
- 9 May 2007 publication of the financial performance for the first quarter of 2007. In a comparable basis, it is clear the growth in Altri Group's activity, namely, in the operating income with an increase of 8% and an increase of 27% in EBITDA. During the first quarter of 2007, Altri Group's reached a consolidated operating income of 106 million of Euro, and a consolidated net profit of, approximately, 11 million Euro. EBITDA overcame, approximately, 28 million Euro. At that time, share's price listed at 6.55 Euro; and
- 6 June 2007 Altri announces to the Securities Market Commission ("Comissão do Mercado dos Valores Mobiliários" - CMVM) that J.P. Morgan Chase & Co does not have anymore a qualified participation in Altri SGPS, S.A., due to the sale of 738,108 shares through its participated J.P. Morgan Asset Management (UK) Limited, in 4 June 2007. The total number of shares detain by J.P. Morgan Chase & Co reduced to 1,966,113 corresponding to 1.91% of the share capital and voting rights of Altri.
GROUP'S ACTIVITY
With its genesis in the reorganization process of Cofina with the purpose of setting into a separate holding the industrial operations, Altri currently holds the investments in the paper, pulp, steel and storage systems.
A. Paper and Pulp
The Group currently acts in this sector through Celulose do Caima, S.G.P.S., S.A., which, in its turn, holds participations in Caima – Indústria de Celulose and in Celbi, paper pulp producers, Silvicaima, which owns and manages the Group's forest resources, Caima Energia, company that produces and selling electric and thermal energy, and Celtejo, producer and distributor, not only of raw kraft pulps but also kraftsack paper, through its subsidiary CPK.
Moreover, in order to fulfil its energetic needs and expand its activity in a strategic sector, in the begging of 2006 the Group acquired a participation of 50% of the share-capital of EDP Bioeléctrica.
During the first semester of 2007, the pulp market performance followed the same trend as of 4Q06, becoming gradually more sustained. This was mainly due to an increase in global demand and a limited supply, especially in the Nordic Countries, despite capacity increases in other region. Worldwide the global pulp inventories are at exceptionally low levels.
The European supply of long fibre pulp (NBSK and NBHK) decreased 11% during the first half of 2007. In addition the eucalyptus kraft pulp (BEKP) exportations increased 200 thousand tons in the European market.
During the first six months of 2007 the BEKP price recorded a \$20/tone increase reaching 690 US\$/ton.
The BEKP average price of the first half of 2007 reached 508€/ton (675 US\$/ton). Splitting by quarter the average price in 1Q07 reached 512€/ton e (671 US\$/ton), while the average price in 2Q07 reaching 504€/ton (679 US\$/ton). The price reduction in Euro is exclusively related to the depreciation of the US dollar.
In 1H07 the kraftsack paper market followed the same trend as in previous quarters with price increases and low inventory levels fuelled by a strong global demand. The average price of the kraftsack paper produced by CPK increased 11.3% year on year.
CELBI GROUP
Celbi unity, acquired during August 2006, reached during the semester sales amounting to 165.3 thousand tons of pulp, similar to the one recorded in the same period of 2006.
The pulp production reached 162.5 thousand tons, 3% above the amount in homologous period in 2006.
CAIMA GROUP
In the first semester of 2007, the sales volume amounted to 59.4 thousand tons, representing a 3% increase compared to the first semester of 2006. Turnover increased by approximately 29% when compared with the homologous period of the preceding year, in the sequence of the increase of prices. The Iberian Peninsula and the rest of the European Union maintained its ranking as main markets for the pulp sales.
During the first semester of 2007, Caima Group produced 57.8 thousand tons of pulp, volume 3.4% above the preceding year and that configures an optimal exploration of the production capacity of the factory.
SIlvicaima developed an important role as supplier of other Group companies, being able to Group achieve, jointly with other outside suppliers, comfortable stock levels by the end of the first semester. The wood exchanges with other segment companies, which amounted, at 30 June 2007, 17.000 m3, allowed the reduction of transportation costs.
CELTEJO GROUP
In the first semester of 2007 the sales volume amounted to 70.3 thousand tons of raw kraft pulps and 32.5 thousand tons of kraftsack paper, corresponding to a decrease and to an increase of 9% and 13%, respectively, when compared to the homologous period of 2007.
In the first semester, the raw kraft pulp production amounted to 70.7 thousand tons, 6% inferior the one recorded in the first semester of 2006. Concerning the kraftsack paper, its production amounted to 31.9 thousand tons, which represents an increase of 17% in comparison to the homologous period of 2006.
During the semester, all Group factories scrupulously complied with the environmental legislation, namely regarding the parameters of liquid and gas emissions, as well as the management and recycling of solid waste.
B. Steel and Warehousing Systems
Altri holds all the voting rights of F. Ramada Group, through which it operates in the Steel and Warehousing systems market.
In addition to these two business segments, F. Ramada has also interests in special steel for moulds, saws and tools market.
F. Ramada Group is currently composed by 8 companies, three being located in other European Union countries (United Kingdom, Belgium and France), thus reflecting the Group's objectives of consolidation of its European distribution network. The Group also maintains partnerships with Spanish entities for the same purpose, thus rationalising the Iberian warehousing systems distribution network.
In the first semester of 2007 occurred a increase in the sales volume in Warehousing systems business foreign markets, related to the European sales spreading through distributors, which lead to several businesses in more than 50 countries all over the world.
The orders of the semester allow the Group a comfortable position in the annual budget. 90% of these businesses, outside Portugal, are warehousing solutions with a great engineer component, as automatically warehousing or of high density to cold and agrifood and drinks industry.
The decrease in the UK market was compensated by the entry of new markets such as Germany, Poland, Morocco, as well as, by the sales increase in Portugal, Spain, France and Benelux.
In the Steel segment, the first semester of 2007 was frankly positive for the industrial activity at Union European which originated a favourable effect in industrial activity in Portugal. However, structural difficulties of Portuguese economy blocked a positive evolution.
Despite these obstacles and due to the fact of being addressed to the foreign market, the Mould industry has an expressive increase of activity, mainly in the second quarter of 2007, which has a positive reflect in sales.
1st semester 2007 11
Steel Prices evolution in the World Market Constant Prices of 1997
(Amounts is US\$/Ton)
Steel prices evolution (per type) in the European market Constant prices 1997 (Amounts in Euro/Ton)
Steel's price in the international market maintained the levels of the beginning of the year, however the prices of nickel steels continued to increase as result of the increase of the price of this material.
Resulting from the growth of international industry activity, the time of delivery from siderurgies extended and the Group was forced to temporarily reinforce its stocks.
The commercial activity was intense which allowed achieving the objectives estimated.
During the second semester the Group expects to maintain the levels of activity of the first semester.
FINANCIAL REVIEW
Altri, SGPS, S.A.
The consolidated financial information of Altri for the first semester of 2007 was prepared in accordance with the International Financial Reporting Standards (IFRS). The comparative figures may be presented as follows:
| (amounts in thousand euro) | IFRS | IFRS | ∆% |
|---|---|---|---|
| Jun-07 | Dec 07 | ||
| Balance sheet | |||
| Net Assets | 856.623 | 773.924 | 10,7% |
| Shareholder´s funds | 104.952 | 85.999 | 22,0% |
| Gross remunerated debt | 638.556 | 580.092 | 10,1% |
| Cash and cash equivalents ( b ) | 55.030 | 25.481 | 116,0% |
| Net remunerated debt | 583.526 | 554.611 | 5,2% |
| Statement of profit and loss | Jun-07 | Jun-06 (c) | |
| Operating income | 213.028 | 122.284 | 74,2% |
| Operating profit (EBIT) | 39.235 | 14.573 | 169,2% |
| Net financial income | (15.007) | (2.776) | 440,6% |
| Net consolid. profit attib. to the parent company´s shareholders | 19.289 | 8.553 | 125,5% |
| Minority interests | 42 | 185 | -77,3% |
| Net consolidated profit for the period | 19.331 | 8.738 | 121,2% |
| Ratios | Jun-07 | Jun-06 (c) | |
| Net profit / Operating income | 9,1% | 7,0% | n.a. |
| EBITDA (a) | 53.467 | 23.180 | 130,7% |
| Shareholder´s funds / Net Assets | 12,3% | 22,8% | n.a. |
| Return on Equity | 36,8% | 22,2% | n.a. |
(a) EBITDA = Operating profit + Amortisation
(b) including the amount of the investments owned for negociation
(c) does not include Celbi's activity acquired in August 2006
The data above presented is not totally comparable due to the fact of Celbi's acquisition had just occurred in August, 2006. Therefore, for better analysis, it is also presented the financial figures for the second quarter of 2007, comparatively with the financial indicators of the first quarter 2007 and fourth quarter 2006. These are the only totally comparable periods with the same material consolidation scope.
| (amounts in thousand euro) | IFRS | IFRS | IFRS | ∆% | ∆% |
|---|---|---|---|---|---|
| Statement of profit and loss | 2Q07 | 1Q07 | 4Q06 | 2Q07/ 1Q07 | 2Q07/ 4Q06 |
| Operating income | 107,079 | 105,949 | 98,494 | 1.1% | 8.7% |
| Operating profit (EBIT) | 18,005 | 21,230 | 16,762 | -15.2% | 7.4% |
| Net financial income | (7,390) | (7,617) | (7,028) | -3.0% | 5.2% |
| Net conolid. profit attib. to the parent company´s shareholders | 8,687 | 10,602 | 8,919 | -18.1% | -2.6% |
| Minority interests | 22 | 21 | 18 | 4.8% | 22.2% |
| Net consolidated profit for the period (b) | 8,708 | 10,623 | 8,938 | -18.0% | -2.6% |
| Ratios | 2Q07 | 1Q07 | 4Q06 | ||
| Net profit / Operating income | 8.1% | 10.0% | 9.1% | n.a. | n.a. |
| EBITDA (a) | 25,150 | 28,317 | 22,536 | -11.2% | 11.6% |
(a) EBITDA = Operating profit + Amortisation
(b) including minority interests
During the second quarter of 2007, Altri reached a consolidated operating income of 107 million Euro, and a consolidated net profit of, approximately, 9 million Euro. EBITDA overcame, approximately, 25 million Euro.
During the first semester of 2007 the CAPEX reached 45 million Euro. Total investment made during the 2nd quarter of 2007 amount to 27 million Euro.
The Group's nominal net debt as of June 30, 2007 amounted to, around, 584 million Euro, while as of the first quarter of 2007 amounted, approximately, to 572 million Euro.
| (amounts in thousand euro) | IFRS | IFRS | ∆% |
|---|---|---|---|
| Jun-07 | Dec 06 | ||
| Balance sheet | |||
| Net Assets | 751.824 | 668.183 | 13% |
| Shareholder´s funds | 101.527 | 80.184 | 27% |
| Gross remunerated debt | 566.097 | 504.645 | 12% |
| Cash and cash equivalents ( b ) | 44.923 | 15.785 | 185% |
| Net remunerated debt | 521.174 | 488.860 | 7% |
| Statement of profit and loss | Jun-07 | Jun-06 | ∆% |
| Operating income | 156.731 | 69.034 | 127% |
| Sales and services rendered | 154.455 | 67.522 | 129% |
| Operating profit (EBIT) | 34.306 | 9.349 | 267% |
| Net consolid. profit attib. to the parent company´s shareholders | 16.742 | 5.842 | 187% |
| Ratios | Jun-07 | Jun-06 | |
| Net profit / Operating income | 10,7% | 8,5% | 26% |
| EBITDA (a) | 47.124 | 16.397 | 187% |
| EBITDA margin | 30,5% | 24,3% | n.a. |
| Shareholder´s funds / Net Assets | 13,5% | 34,8% | -61% |
| Return on Equity | 33,0% | 16,7% | 97% |
Celbi/Caima/Celtejo Group
(a) EBITDA = Operating profit + Amortisation
(b) including the amount of the investments owned for negociation
(c) does not include Celbi's activity acquired in August 2006
As above-mentioned the performance of Celbi/Caima/Celtejo Group's in the first half of 2007 is not directly comparable on a like for like basis because of the Celbi acquisition (occurred in August 2006). Therefore, for better comparison purposes, it is presented the financial information relating to the first and second quarters of 2007 and the last quarter of 2006.
| (amounts in thousand euro) | IFRS | IFRS | IFRS | ∆% | ∆% |
|---|---|---|---|---|---|
| Statement of profit and loss | 2Q07 | 1Q07 | 4Q06 | 2Q07/ 1Q07 | 2Q07/ 4Q06 |
| Operating income | 77,414 | 79,317 | 77,742 | -2.4% | -0.4% |
| Operating profit (EBIT) | 15,409 | 18,897 | 14,148 | -18.5% | 8.9% |
| Net financial income | (6,750) | (6,324) | (5,016) | 6.7% | 34.6% |
| Net conolid. profit attib. to the parent company´s shareholders | 7,092 | 9,650 | 9,108 | -26.5% | -22.1% |
| Minority interests | 21 | 21 | 18 | 0.0% | 16.7% |
| Net consolidated profit for the period | 7,113 | 9,671 | 9,126 | -26.5% | -22.1% |
| Ratios | 2Q07 | 1Q07 | 4Q06 | ||
| Net profit / Operating income | 9.2% | 12.2% | 11.7% | n.a. | n.a. |
| EBITDA (a) | 21,844 | 25,280 | 19,928 | -13.6% | 9.6% |
(a) EBITDA = Operating profit + Amortisation
During the first semester of 2007 the total production of Celbi/Caima/Celtejo Group's reached 323 thousand tons, a 2% growth compared with the homologous period of 2006.
During the second quarter of 2007, operating income reached approximately 77 million Euro, equivalent value to the last quarter of 2006, and which represents a 2% decrease comparing to the first quarter of 2007. This decrease is explained by the exchange rate effects mentioned above. EBITDA overcame 22 million Euro in the second quarter of 2007, which represents a 10% growth compared with the last quarter of 2006 and a 14% decrease compared with the first quarter of 2007. Operating income (EBIT) of the second quarter of 2007 reached 15 million Euro, representing a 9% growth compared with the last quarter of 2006 and a decrease of 18% compared with the first quarter of 2007.
The EBITDA and EBIT decrease from the first quarter to the second quarter of 2007 is explained by the wood price increase and the US\$ depreciation. During the second quarter of 2007, in order to increase its safety inventory, the company invested in imported wood from the Spanish region of Galiza, although the raw material price was heavily increased by transport costs.
F. Ramada Group
| (amounts in thousand euro) | IFRS | IFRS | ∆% |
|---|---|---|---|
| Jun-07 | Dec 06 | ||
| Balance sheet | |||
| Net Assets | 124,147 | 97,988 | 27% |
| Shareholder´s funds | 33,277 | 34,287 | -3% |
| Gross remunerated debt | 34,959 | 33,597 | 4% |
| Cash and cash equivalents ( b ) | 8,561 | 6,515 | 31% |
| Net remunerated debt | 26,398 | 27,082 | -3% |
| Statement of profit and loss | Jun-07 | Jun-06 | |
| Operating income | 55,593 | 53,250 | 4% |
| Operating profit (EBIT) | 4,952 | 5,502 | -10% |
| Net consolid. profit attib. to the parent company´s shareholders | 2,994 | 3,603 | -17% |
| Ratios | Jun-07 | Jun-06 | |
| Net profit / Operating income | 5.4% | 6.8% | -21% |
| EBITDA (a) | 6,263 | 6,910 | -9% |
| Shareholder´s funds / Net Assets | 26.8% | 36.3% | -26% |
| Return on Equity | 18.0% | 23.9% | -25% |
(a) EBITDA = Operating profit + Amortisation
(b) including the amount of the investments owned for negociation
The consolidated operating income amounted to, approximately, 56 million Euro, 4 % above the same period in 2006. The operating profit decreased 10% to, approximately, 5 million Euro. During the first semester of 2007, EBITDA reached 6 million Euro, down 9% year on year. The main reason to the EBITDA's performance is the decrease in gross profit, related to the increase in the steel's price in the international market.
It is the Group's strategy to mitigate this reduction of margins in the steel segment, particularly moulds, through the conquest of greater market share on the storage systems´ sector.
The net profit had a decrease of 17%, in comparison with the first semester of 2006, and amounted to around 3 million Euro.
SECOND SEMESTER 2007 OUTLOOK
The Group foresees the second semester of 2007 with optimism, expecting that the conjunction of favourable political and economic factors may bring the needed stability and growth.
For the Paper and Pulp sector, if on one hand the contraction of paper production combined with the increase in pulp supply could have negative effects on price evolution, on the other hand the pressing of wood costs and the exchange rates could exert on the opposite way. In this way the Group expect to sustain the actual price levels for eucalyptus pulp.
Concerning the Steel sector, the new projects and investments directed to production of new products and development of competitiveness and quality perspective and growth in activity and goals set.
In the Warehousing Systems sector, continuous investment policy and the commercial effort in the main international target markets allow the Group to be optimistic regarding the goals set for sales growth and profitability.
CORPORATE GOVERNANCE
In compliance with the guidelines included in the Stock Exchange Regulation (Regulamento da CMVM) 7/2001, with the changes introduced by Regulation 11/2003, the Company is exempted from presenting information related with Corporate Governance, as the presentation of this information is only mandatory jointly with the annual Directors' Report, and because there have occurred no significant changes towards the information disclosed in the annual Directors' Report for the year ended 31 December 2006.
Regarding this matter, it is to highlight the fact that, following the changes introduced to the Commercial Companies Code by Decree-Law 76-A/2006, the Shareholders' General Meeting held 29 March 2007 approved a partial change to the Company's articles of association, transforming the oversight structure from the Sole Statutory Auditor regime to a Fiscal Board and Statutory Auditor.
Thus, the Shareholders' General Meeting elected, until the term of the current mandate (2005/2007) the following members:
Fiscal Board
- João da Silva Natária President
- Manuel Tiago Alves Baldaque de Marinho Fernandes Member
- Cristina Isabel Linhares Fernandes Member
- Joaquim Augusto Soares da Silva Substitute
Statutory Auditor
• Deloitte & Associados, SROC S.A., represented by António Manuel Martins Amaral
LEGAL MATTERS
Treasury stock
Pursuant to the requirements of article 66 of the Commercial Company Code ("Código das Sociedades Comerciais"), the Directors inform that as of 30 June 2007 Altri and its subsidiaries had no treasury stock and did not acquire or sell any treasury stock during the period.
Shares held by Altri's corporate boards
Pursuant to the requirements of article 447 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that, as 30 June 2007, the held shares were as follows:
| Shares held at | |
|---|---|
| 30.06.07 | |
| Paulo Jorge dos Santos Fernandes | 3,085,746 |
| Pedro Macedo Pinto de Mendonça | 852,500 |
| Domingos José Vieira de Matos | 3,469,716 |
| João Manuel Matos Borges de Oliveira (a) | |
| Carlos Manuel Matos Borges de Oliveira (a) | 4,580,000 |
(a) 4,580,000 shares correspond to the total number of shares of Altri, S.G.P.S., S.A. held by Caderno Azul – S.G.P.S., S.A. whose shareholders include the directors João Manuel Matos Borges de Oliveira and Carlos Manuel Matos Borges de Oliveira.
As of 30 June 2007, the Statutory Auditor, the members of the Statutory Audit Board Board and of the Shareholders' General Meeting held no shares of the Company.
Participation in the Company's capital
Pursuant to the requirements of articles 16 and 20 of the Securities Market Code ("Código de Valores Mobiliários") and article 448 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that, in accordance with the notifications received, the companies and/or individuals that hold qualified participations exceeding 2%, 5%, 10%, 20%, 33% and 50% of the voting rights, are as follows:
| Shares | Direct % of | |
|---|---|---|
| Exceeding 2% of the voting rights | held at | the voting |
| 30.06.2007 | rights | |
| Domingos José Vieira de Matos | 3,469,716 | 3.38% |
| Paulo Jorge dos Santos Fernandes | 3,085,746 | 3.01% |
| Caderno Azul, SGPS, S.A. (a) | 4,580,000 | 4.47% |
| Millennium bcp – Gestão de Fundos Investimentos | 4,111,384 | 4.01% |
| S.A. |
(a) 4,580,000 shares correspond to the total number of shares of Altri, S.G.P.S., S.A. held by Caderno Azul – S.G.P.S., S.A. whose shareholders include the directors João Manuel Matos Borges de Oliveira and Carlos Manuel Matos Borges de Oliveira.
| Shares | Direct % of | |
|---|---|---|
| Exceeding 5% of the voting rights | held at | the voting |
| 30.06.2007 | rights | |
| UBS AG – ZURIQUE | 10,348,392 | 10.09% |
| Ana Rebelo Mendonça Fernandes | 6,369,340 | 6.21% |
| Shares held % of the |
|
|---|---|
| Exceeding 20% of the voting rights | at voting rights |
| 30.06.2007 | |
| Cofihold, S.G.P.S., S.A. | |
| a) directly | 21,000,000 20.47% |
| b) indirectly, through its directors | |
| Paulo Jorge dos Santos Fernandes | 3.01% |
| Domingos José Vieira de Matos | 3.38% |
| Pedro Macedo Pinto de Mendonça | 0.83% |
| Carlos Manuel Matos Borges de Oliveira (a) | |
| João Manuel Matos Borges de Oliveira (a) | 4.47% |
(a) 4.47% corresponds to the total participation held by Caderno Azul – S.G.P.S., S.A. whose shareholders include the directors João Manuel Matos Borges de Oliveira and Carlos Manuel Matos Borges de Oliveira.
Altri was not informed of any participation exceeding 33% of the voting rights.
DECLARATION OF RESPONSABILITY
The members of the Board of Directors of Altri, S.G.P.S., S.A. declare that they assume responsibility for the information hereby presented, and assure that the items included herein are true and that, to the best of their knowledge, there are no omissions.
As required by article 21 of Decree-Law 411/91 of 17 October, the Board of Directors informs that there are no overdue debts to the State, namely, with respect to Social Security.
CLOSING REMARKS
The Board of Directors concludes by expressing a vote of gratitude to the personnel of the Group for their dedication and effort, and also to the other Corporate Boards and to the Financial Institutions that co-operated with the Group.
Porto, 5 September 2007
The Board of Directors:
Paulo Jorge dos Santos Fernandes – President
João Manuel Matos Borges de Oliveira
Pedro Macedo Pinto de Mendonça
Domingos José Vieira de Matos
Carlos Manuel Matos Borges de Oliveira
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF 30 JUNE 2007 AND 31 DECEMBER 2006
(Translation of financial statements originally issued in Portuguese - Note 21)
(Amounts expressed in Euro)
| ASSETS | Notes | 30.06.2007 | 31.12.2006 |
|---|---|---|---|
| NON CURRENT ASSETS: | |||
| Biological assets | 56,818,079 | 55,324,771 | |
| Tangible assets | 246,800,561 | 245,092,772 | |
| Goodwill | 266,875,965 | 266,875,965 | |
| Intangible assets | 496,703 | 667,898 | |
| Investments in associated companies | 4 | 8,771,167 | 7,750,614 |
| Investments held to maturity | 15,000 | 15,000 | |
| Investments available for sale | 4 | 1,280,854 | 1,190,072 |
| Other non current assets | 117,767 | 345,463 | |
| Deferred tax assets | 7 | 10,711,045 | 8,992,788 |
| Total non current assets | 591,887,141 | 586,255,343 | |
| CURRENT ASSETS: | |||
| Inventories | 61,359,579 | 55,408,732 | |
| Customers | 89,449,907 | 81,381,318 | |
| Other debtors | 44,531,329 | 21,189,534 | |
| Other current assets | 8,611,779 | 4,207,931 | |
| Derivatives | 5,752,898 | - | |
| Investments recorded at fair value through profit and loss | 12 | 1,763,043 | 2,829,120 |
| Cash and cash equivalents | 6 | 53,267,447 | 22,652,129 |
| Total current assets | 264,735,982 | 187,668,764 | |
| Total assets | 856,623,123 | 773,924,107 | |
| EQUITY AND LIABILITIES | 30.06.2007 | 31.12.2006 | |
| SHAREHOLDERS' FUNDS: | |||
| Share capital | 8 | 25,641,459 | 25,641,459 |
| Legal reserve | 1,527,560 | 182,597 | |
| Other reserves | 58,231,304 | 39,041,091 | |
| Consolidated net profit for the period | 19,288,502 | 20,843,789 | |
| Total shareholders' funds attributable to the parent company's shareholders | 104,688,825 | 85,708,936 | |
| Minority interests | 9 | 262,815 | 290,356 |
| Total shareholders' funds | 104,951,640 | 85,999,292 | |
| LIABILITIES: | |||
| NON CURRENT LIABILITIES: | |||
| Bank loans | 10 | 173,415,644 | 426,886,102 |
| Other loans | 10 | 327,693,953 | 35,349,336 |
| Other non current creditors | 250,214 | 25,298,862 | |
| Other non current liabilities | 1,466,304 | 1,624,859 | |
| Deferred tax liabilities | 7 | 2,577,495 | 1,167,417 |
| Provisions | 11 | 4,619,031 | 4,270,534 |
| Total non current liabilities | 510,022,641 | 494,597,110 | |
| CURRENT LIABILITIES: | |||
| Bank loans | 10 | 44,736,664 | 31,426,012 |
| Other loans - short term | 10 | 59,510,123 | 57,364,786 |
| Suppliers | 46,299,948 | 37,058,311 | |
| Other current creditors | 50,269,330 | 35,330,550 | |
| Other current liabilities | 37,012,552 | 26,817,538 | |
| Derivatives | 12 | 3,820,225 | 5,330,508 |
| Total current liabilities | 241,648,842 | 193,327,705 | |
| Total shareholders' funds and liabilities | 856,623,123 | 773,924,107 |
The accompanying notes form an integral part of the condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURE FOR THE SIX MONTHS AND THREE MONTHS PERIODS ENDED 30 JUNE 2007
AND 30 JUNE 2006
(Translation of financial statements originally issued in Portuguese - Note 21) (Amounts expressed in Euro)
| Notes | 30.06.2007 (1) | 2nd quarter 2007 | 30.06.2006 (1) | 2nd quarter 2006 | ||
|---|---|---|---|---|---|---|
| Operating income | ||||||
| Sales | 206,814,405 | 104,941,400 | 116,538,812 | 62,293,170 | ||
| Services rendered | 3,407,335 | 888,305 | 3,726,634 | 1,730,299 | ||
| Other operating income | 2,806,019 | 1,249,329 | 2,018,184 | 1,405,394 | ||
| Total operating income | 17 | 213,027,759 | 107,079,034 | 122,283,630 | 65,428,863 | |
| Operating expenses | ||||||
| Cost of sales | 77,594,687 | 39,568,077 | 49,989,308 | 26,971,474 | ||
| External supplies and services | 54,756,927 | 28,359,171 | 31,637,917 | 16,676,151 | ||
| Payroll expenses | 22,537,374 | 11,580,747 | 15,619,157 | 8,106,237 | ||
| Amortisation and depreciation | 14,232,591 | 7,145,660 | 8,606,764 | 4,162,135 | ||
| Provisions and impairment losses | 11 | 871,868 | 687,021 | 873,319 | 668,772 | |
| Other operating expenses | 3,799,465 | 1,733,095 | 983,886 | 503,766 | ||
| Total operating expenses | 173,792,912 | 89,073,771 | 107,710,351 | 57,088,535 | ||
| Operating profit | 17 | 39,234,847 | 18,005,263 | 14,573,279 | 8,340,328 | |
| Gains and losses in associated companies | 13 | (71,307) | (76,546) | 319,383 | 319,383 | |
| Gains and losses in other investments | 13 | 947,378 | 973,455 | 41,959 | 41,959 | |
| Financial expenses | 13 | (17,854,012) | (9,469,254) | (3,392,443) | (1,691,356) | |
| Financial income | 13 | 1,971,223 | 1,182,713 | 254,821 | (43,936) | |
| Profit before income tax | 24,228,129 | 10,615,631 | 11,796,999 | 6,966,378 | ||
| Income tax | (4,897,489) | (1,907,834) | (3,058,968) | (1,831,380) | ||
| Profit after income tax | 17 | 19,330,640 | 8,707,797 | 8,738,031 | 5,134,998 | |
| Attributable to: | ||||||
| Parent company's shareholders | 19,288,502 | 8,686,508 | 8,552,813 | 5,001,876 | ||
| Minority interests | 42,138 | 21,289 | 185,218 | 133,122 | ||
| Earnings per share | ||||||
| Basic | 16 | 0.19 | 0.08 | 0.08 | 0.05 | |
| Diluted | 16 | 0.19 | 0.08 | 0.08 | 0.05 |
The accompanying notes form an integral part of the condensed consolidated financial statements.
(1) Subject to Limited Review by external auditors as required by the Securities Market Commission ("Comissão do Mercado dos Valores Mobiliários") regarding interim financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2007 AND 30 JUNE 2006
(Translation of financial statements originally issued in Portuguese – Note 21)
| (Amounts expressed in Euro) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Attributable to the parent company's shareholders | ||||||||||
| Other reserves | Total | |||||||||
| Hedging | Conversion | Minority | shareholders' | |||||||
| Notes | Share capital Legal reserve | reserves | reserves | Other | Net profit | Total | interests | funds | ||
| Balance as of 1 January 2006 | 25,641,459 | - | - | (179,453) | 34,867,623 | 10,415,229 | 70,744,858 | 1,778,485 | 72,523,343 | |
| Appropriation of the consolidated net profit of 2005: | ||||||||||
| Transfer to legal reserves and retained earnings | - | 182,597 | - | - | 7,668,486 | (7,851,083) | - | - | - | |
| Distributed dividends | - | - | - | - | (2,564,146) | (2,564,146) | - | (2,564,146) | ||
| Change in reserves: | ||||||||||
| Conversion reserves | - | - | - | (13,749) | - | - | (13,749) | - | (13,749) | |
| Others | - | - | - | - | - | - | - | 24,936 | 24,936 | |
| Acquisition of additional share capital of Celtejo - Empresa de Celulose do Tejo, S.A. | - | - | - | - | - | - | - | (1,778,088) | (1,778,088) | |
| Net consolidated profit for the period | ||||||||||
| ended 30 June 2006 | - | - | - | - | - | 8,552,813 | 8,552,813 | 185,218 | 8,738,031 | |
| Balance as of 30 June 2006 | 25,641,459 | 182,597 | - | (193,202) | 42,536,109 | 8,552,813 | 76,719,776 | 210,551 | 76,930,327 | |
| Balance as of 1 January 2007 | 8 | 25,641,459 | 182,597 | (3,396,295) | (141,249) | 42,578,635 | 20,843,789 | 85,708,936 | 290,356 | 85,999,292 |
| Appropriation of the consolidated net profit of 2006: | ||||||||||
| Transfer to legal reserves and retained earnings | - | 1,344,963 | - | - | 14,370,534 | (15,715,497) | - | - | - | |
| Distributed dividends | 19 | - | - | - | - | - | (5,128,292) | (5,128,292) | - | (5,128,292) |
| Change in reserves: | ||||||||||
| Conversion reserves | - | - | - | (66,666) | - | - | (66,666) | - | (66,666) | |
| Hedging reserves | 12 | - | - | 4,907,500 | - | - | - | 4,907,500 | - | 4,907,500 |
| Others | - | - | - | - | (21,155) | - | (21,155) | - | (21,155) | |
| Acquisition of additional share capital of Celtejo - Empresa de Celulose do Tejo, S.A. | 5 and 9 | - | - | - | - | - | - | - | (69,679) | (69,679) |
| Net consolidated profit for the period | ||||||||||
| ended 30 June 2007 | - | - | - | - | - | 19,288,502 | 19,288,502 | 42,138 | 19,330,640 | |
| Balance as of 30 June 2007 | 25,641,459 | 1,527,560 | 1,511,205 | (207,915) | 56,928,014 | 19,288,502 | 104,688,825 | 262,815 | 104,951,640 |
The accompanying notes form an integral part of the condensed consolidated financial statements.
CONDENSED CONSOLIDATED CASH-FLOW STATEMENT FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2007 AND 30 JUNE 2006.
(Translation of financial statements originally issued in Portuguese - Note 21)
(Amounts expressed in Euro)
| Notes | 30.06.2007 | 30.06.2006 | |
|---|---|---|---|
| Operating activities: | |||
| Cash flow from operating activities (1) | 33,419,137 | 19,659,008 | |
| Investment activities: | |||
| Collections relating to: | |||
| Investments | 1 | 3,620,539 | 11,074,083 |
| Tangible assets | 1,543,720 | 383,278 | |
| Interest and similar income | 2,184,744 | 596,053 | |
| Investment subsidies | 75,916 | 2,265 | |
| Payments relating to: | |||
| Investments | 1 | (2,887,365) | (9,278,088) |
| Intangible assets | - | (62,697) | |
| Tangible assets | (33,268,746) | (10,727,044) | |
| Biological assets | (3,071,645) | (1,434,561) | |
| Cash flow from investment activities (2) | (31,802,837) | (9,446,711) | |
| Financing activities: | |||
| Collections relating to: | |||
| Loans obtained | 345,981,047 | 60,405,149 | |
| Payments relating to: | |||
| Lease contracts | (519,324) | (475,829) | |
| Interest and similar costs | (14,920,028) | (2,655,875) | |
| Dividends | (5,128,292) | (2,564,146) | |
| Loans obtained | (290,223,869) | (20,967,333) | |
| Loans granted | (9,748,032) | - | |
| Cash flow from financing activities (3) | 25,441,502 | 33,741,966 | |
| Cash and cash equivalents at the beginning of the period | 2 | 13,931,279 | 3,007,363 |
| Variation of cash and cash equivalents: (1)+(2)+(3) | 27,057,802 | 43,954,263 | |
| Cash and cash equivalents at the end of the period | 2 | 40,989,081 | 46,961,626 |
The accompanying notes form an integral part of the condensed consolidated financial statements.
NOTES TO THE CONDENSED CONSOLIDATED STATEMENT OF CASH-FLOWS FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2007
(Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
1. PAYMENTS/COLLECTIONS RELATING TO INVESTMENTS
During the period ended 30 June 2007 the payments/collections relating to investments were as follows:
| Transaction amount |
Amount paid/collected |
|
|---|---|---|
| Acquisitions | ||
| Investments recorded at fair value through profit and loss EDP - Produção Bioeléctrica, S.A. Celtejo - Empresa de Celulose do Tejo, S.A. |
1,633,982 1,200,000 53,383 -------------- |
1,633,982 1,200,000 53,383 -------------- |
| 2,887,365 ======== |
2,887,365 ======== |
|
| Sales | ||
| Investments recorded at fair value through profit and loss Properties |
3,270,539 350,000 --------------- |
3,270,539 350,000 --------------- |
| 3,620,539 ========= |
3,620,539 ========= |
|
2. BREAKDOWN OF CASH AND ITS EQUIVALENTS
Cash and its equivalents presented in the condensed consolidated statement of cash flows for the period and the reconciliation between that amount and the amounts shown in the balance sheet, are as follows:
| 30.06.2007 | 31.12.2006 | |
|---|---|---|
| Cash | 50,009 | 232,606 |
| Bank deposits repayable on demand | 13,105,937 | 12,419,523 |
| Term deposits | 40,111,501 | 10,000,000 |
| 53,267,447 | 22,652,129 | |
| Bank overdrafts | (12,278,366) | (8,720,850) |
| Cash and its equivalents | 40,989,081 | 13,931,279 |
ALTRI, S.G.P.S., S.A. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2007
(Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
1. INTRODUCTORY NOTE
Altri, SGPS, S.A. ("Altri" or "Company") is an open capital company, incorporated at 1 March 2005, has its headoffice located at Rua General Norton de Matos, 68, r/c – Porto, Portugal and its shares are listed in the Lisbon Euronext Stock Exchange.
Altri was incorporated as a result of the reorganization process of Cofina, SGPS, S.A. through the demerger of the investment previously held by this group in Celulose do Caima, SGPS, S.A. (representing 97.23% of this company's share capital), under a simple demerger operation predicted in item 1.a), article 118 of the Commercial Companies Code ("Código das Sociedades Comerciais"). The relevant date for the production of juridical and accounting effects of this operation was 1 March 2005.
Altri's shares were attributed to the shareholders of Cofina, SGPS, S.A. in accordance to the ratio of one share of Altri, SGPS, S.A. for each share of Cofina, SGPS, S.A. previously owned, and admitted to the official stock market, directed by Euronext Lisbon, in 1 March 2005.
Altri is the parent company of a group of companies listed in Note 4 known as Altri Group, and its main activity is the management of investments mainly in the industrial sector. The Group focus its operations in the following sectors:
- a) production of pulp and paper through the Celbi, Celtejo and Caima Groups;
- b) commercialisation of steel and storage systems through the F. Ramada Group.
The condensed financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards and in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.
2. BASIS OF PRESENTATION AND MAIN ACCOUNTING POLICIES
The accompanying consolidated financial statements have been prepared on a going concern basis, based on the accounting records of the companies included in the consolidation perimeter (Note 4) adjusted to reflect the recognition and measurement principles of International Financial Reporting Standards ("IFRS" – previously International Accounting Standards – "IAS"), issued by the International Accounting Standards Board ("IASB") in force as of 1 January 2006, as adopted by the European Union.
The accounting policies used in the preparation of the consolidated financial statements of Altri are consistent with those used in the year ended 31 December 2006.
3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF MISTAKES
During the period there were no changes in accounting policies and were identified no material mistakes related to previous periods.
4. INVESTMENTS
The companies included in the consolidated financial statements by the full consolidation method, their headquarters, percentage participation held and activity developed as of 30 June 2007 are as follows:
| Company | Head Office | Percentage held |
Activity |
|---|---|---|---|
| Parent company: Altri, SGPS, S.A. |
Porto | Investment management | |
| Celbi / Caima / Celtejo Group Celulose do Caima, SGPS, S.A. |
Lisbon | 100% | Investment management Production and |
| Caima Indústria de Celulose, S.A. | Constância Sul | 100% | commercialization of pulp |
| Silvicaima – Sociedade Silvícola do Caima, S.A. |
Constância Sul | 100% | Sylvan exploration |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2007
(Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
| Caima Energia – Empresa de Gestão e Exploração de Energia, S.A. |
Constância Sul | 100% | Production of energy |
|---|---|---|---|
| Invescaima – Investimentos e Participações, SGPS, S.A. |
Lisboa | 100% | Investment management |
| Inflora – Sociedade de Investimentos Florestais, S.A. |
Lisboa | 100% | Sylvan exploration |
| Celtejo – Empresa de Celulose do Tejo, S.A. |
Vila Velha de Ródão |
99.581% | Production and commercialization of pulp |
| CPK – Companhia Produtora de Papel Kraftsack, S.A. |
Vila Velha de Ródão |
99.581% | and paper Production and commercialization of paper |
| Sosapel – Sociedade Comercial de Sacos de Papel, Lda. |
Vila Velha de Ródão |
79.665% | Commercialization |
| Celbi – Celulose da Beira Industrial, S.A. (a) |
Figueira da Foz | 100% | Production and commercialisation of pulp |
| Celbinave – Tráfego e Estiva Unipessoal, Lda. (a) |
Figueira da Foz | 100% | Freightage of ships |
| Viveiros do Furadouro Unipessoal, Lda. (a) |
Óbidos | 100% | Production of plants in nurseries and services related with forests and landscapes |
| Altri, S.L. (b) | Madrid, Spain | 100% | Investment management |
| F. Ramada Group | |||
| F. Ramada – Aços e Indústrias, S.A. | Ovar | 100% | Steel commercialization |
| F. Ramada – Produção e Comercialização de Estruturas Metálicas de Armazenagem, S.A. |
Ovar | 100% | Production and commercialization of storage systems |
| F. Ramada II, Imobiliária, S.A. | Ovar | 100% | Real estate |
| F. Ramada, Serviços de Gestão, Lda. | Ovar | 100% | Administration and management services |
| Universal Afir – Aços Especiais e Ferramentas, S.A. |
Ovar | 100% | Steel commercialization |
| BPS – Equipements, S.A. | Paris, France | 100% | Commercialization of storage systems |
| Storax Racking Systems, Ltd. | Bromsgrove, United Kingdom |
100% | Commercialization of storage systems |
| Storax Benelux | Belgium | 100% | Commercialization of storage systems |
(a) – company acquired in August 2006, being included in the consolidation by the full consolidation method since 1 September 2006
(b) – company created in the second semester of 2006
All the above companies were included in the consolidated financial statements in accordance with the full consolidation method.
ALTRI, S.G.P.S., S.A. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2007
(Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
The associated company, included in the consolidated financial statements in accordance with the equity method, the percentage participation held and the activity developed as of 30 June 2007, can be detailed as follows:
| Company | Percentage held | Activity |
|---|---|---|
| EDP – Produção Bioeléctrica, S.A. (a) | 50% | Production of energy |
(a) – company acquired in January 2006
The book value of this investment as of 30 June 2007, its equity as of that date and the net profit for the period then ended, are as follows:
| Investment book | |||
|---|---|---|---|
| Company | value (a) | Equity | Net profit |
| EDP - Produção Bioeléctrica, S.A. | 8,771,167 | 7,554,191 | (466,982) |
(a) – including loans granted
The caption "Investments available for sale" as of 30 June 2007 can be detailed as follows:
| Gross book value | 1,391,736 |
|---|---|
| Accumulated impairment losses on investments (Note 11) | (110,882) |
| Net book value | 1,280,854 |
5. CHANGES IN THE GROUP COMPANIES
The change occurred during the period ended 30 June 2007 in the group companies included in the consolidated financial statements of Altri, was the acquisition of an additional participation of 0.133% in the share capital of Celtejo – Empresa de Celulose do Tejo, S.A.
6. INVESTMENTS RECORDED AT FAIR VALUE THROUGH PROFIT AND LOSS
The amount recorded under the caption "Investments recorded at fair value through profit and loss" as of 30 June 2007 refers to shares of companies listed in stock exchange markets and is recorded in accordance with its market value as of that date.
7. CURRENT AND DEFERRED INCOME TAXES
In accordance with current legislation, tax returns are subject to review and correction by the tax authorities during a six-year period until 2000 and a four-year period after that date (ten years for Social Security, until 2000, inclusive, and five years after 2001), except when there have been tax losses, there have been granted tax benefits or tax inspections or claims are in progress, in which cases the periods may be extended or suspended. Therefore, the tax returns of Altri and its subsidiaries and associated companies since the year of 2003 are still subject to review.
The Board of Directors of Altri believes that any potential corrections arising from reviews/inspections of these tax returns by the tax authorities will not have a significant effect on the accompanying consolidated financial statements.
ALTRI, S.G.P.S., S.A. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2007
(Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
As of 30 June 2007 and 31 December 2006 the deferred tax assets and liabilities, in accordance with the timing differences that originated them, were as follows:
| Deferred tax assets | Deferred tax liabilities | ||||
|---|---|---|---|---|---|
| 30.06.2007 | 31.12.2006 | 30.06.2007 | 31.12.2006 | ||
| Write-off of accrued costs | - | - | 79,195 | 85,026 | |
| Write-off of tangible assets | 309,390 | 352,949 | - | - | |
| Write-off of intangible assets | 50,821 | 51,617 | - | - | |
| Provisions and impairment losses not accepted for tax purposes | 4,706,543 | 4,783,279 | - | - | |
| Amortisations and depreciations not accepted for tax purposes | - | - | 331,871 | 371,686 | |
| Harmonization of accounting principles | 1,059,904 | 706,603 | - | - | |
| Reinvested capital gains | - | - | 31,774 | 31,774 | |
| Pension fund | 938,934 | 863,934 | - | - | |
| Tax losses carried forward | 689,515 | 701,557 | - | - | |
| Revaluation of depreciable tangible assets | - | - | 268,454 | 287,469 | |
| Fair value of derivatives | 979,660 | 1,224,514 | 1,524,518 | - | |
| Write-off of group gains | 1,843,557 | - | - | - | |
| Other | 132,721 | 308,335 | 341,683 | 391,462 | |
| 10,711,045 | 8,992,788 | 2,577,495 | 1,167,417 |
The tax losses carried forward for which the correspondent deferred tax assets have been recorded as of 30 June 2007, and the corresponding limit year to use these tax losses, are as follows:
| Tax | Deferred tax | Limit year for | ||
|---|---|---|---|---|
| losses | assets | utilisation | ||
| Generated in 2006 | 2,758,060 | 689,515 | 2012 |
As a result of the issuance of the new "Lei das Finanças Locais" (local finance law) which changes the local income tax rate, and that is applicable since 1 January 2007, the tax rate used in the calculation of the deferred tax assets and liabilities is 27.5%, with the exception of deferred tax assets related with tax losses carried forward where the new rate amounts to 25%.
8. SHARE CAPITAL
As of 30 June 2007, the Company's share capital, fully subscribed and paid-up, consisted of 102,565,836 ordinary shares with a nominal value of 0.25 Euro each. As of that date, Altri, SGPS, S.A. and its subsidiaries did not hold own shares.
As of 30 June 2007 the following entities held more than 20% of the subscribed share capital:
- Cofihold, SGPS, S.A.
9. MINORITY INTERESTS
The reduction occurred in the caption "Minority interests" refers to the acquisition of an additional participation of 0.133% in the share capital of Celtejo – Empresa de Celulose do Tejo, S.A.
ALTRI, S.G.P.S., S.A. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2007
(Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
10. BANK LOANS AND OTHER LOANS
As of 30 June 2007 and 31 December 2006 the captions "Bank loans" and "Other loans" can be detailed as follows:
| 30-06-2007 | 31-12-2006 | |||||||
|---|---|---|---|---|---|---|---|---|
| Nominal value | Book value | Nominal value | Book value | |||||
| Current | Non current | Current | Non current | Current | Non current | Current | Non current | |
| Bank loans | 17,518,304 | 175,732,769 | 17,518,304 | 173,415,644 | 22,705,162 | 430,333,333 | 22,705,162 | 426,886,102 |
| Bank overdrafts | 12,278,366 | - | 12,278,366 | - | 8,720,850 | - | 8,720,850 | - |
| Credit facilities | 14,939,994 | - | 14,939,994 | - | - | - | - | - |
| Bank loans | 44,736,664 | 175,732,769 | 44,736,664 | 173,415,644 | 31,426,012 | 430,333,333 | 31,426,012 | 426,886,102 |
| Commercial paper | 53,814,076 | - | 53,814,076 | - | 53,000,000 | - | 52,849,208 | - |
| Bonds | - | 321,500,000 | - | 314,952,409 | - | 21,500,000 | - | 21,031,927 |
| Factoring | 3,643,740 | - | 3,643,740 | - | 3,562,694 | - | 3,562,695 | - |
| Repayable loan | 2,052,307 | 12,741,544 | 2,052,307 | 12,741,544 | 952,883 | 14,317,409 | 952,883 | 14,317,409 |
| Other loans | 59,510,123 | 334,241,544 | 59,510,123 | 327,693,953 | 57,515,577 | 35,817,409 | 57,364,786 | 35,349,336 |
| 104,246,787 | 509,974,313 | 104,246,787 | 501,109,597 | 88,941,589 | 466,150,742 | 88,790,798 | 462,235,438 |
In the end of the first semester of 2007, Altri, S.G.P.S., S.A. issued an 8 year bond loan by private placement, with a bank syndicate, totalling 300.000.000 Euro. This loan bears postponed semester interests with variable interest rate and has full repayment in 2015.
The expenses incurred with the issuance of loans are deducted to its nominal value and deferred and recognized as interest expenses during the period of the loan.
The nominal value of the non current loans recorded under the caption "Bank loans" is repayable as follows:
| Repayment year | Amount |
|---|---|
| 2008 | 3,500,000 |
| 2009 | 8,732,769 |
| 2010 | 7,000,000 |
| 2011 | 17,387,500 |
| 2012 | 21,775,000 |
| 2013 | 117,337,500 |
| 175,732,769 |
The nominal value of the non current loans recorded under the caption "Other loans" is repayable as follows:
| Repayment year | Amount |
|---|---|
| 2008 | 1,575,869 |
| 2009 | 4,198,333 |
| 2010 | 3,721,892 |
| 2011 | 24,745,450 |
| 2012 | - |
| 2013 | - |
| 2014 | - |
| 2015 | 300,000,000 |
| 334,241,544 |
ALTRI, S.G.P.S., S.A. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2007
(Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
11. ACCUMULATED PROVISIONS AND IMPAIRMENT LOSSES
The movements occurred in provisions and impairment losses during the periods ended 30 June 2007 and 2006 can be detailed as follows:
| 30.06.2006 | |||
|---|---|---|---|
| Provisions | Impairment losses in investments |
Impairment losses on current assets (a) |
|
| Opening balance | 150,637 | 2,924,803 | 15,570,720 |
| Increases | 6,500 | - | 866,819 |
| Reversals and utilizations | (4,489) | (2,838,917) | (288,345) |
| Closing balance | 152,648 | 85,886 | 16,149,194 |
| 30.06.2007 | |||
| Impairment losses in | Impairment losses on current | ||
| Provisions | investments | assets (a) | |
| Opening balance | 4,270,534 | 110,882 | 24,015,972 |
| Increases | 518,199 | - | 455,771 |
| Reversals and utilizations | (169,702) | - | (30,207) |
(a) - including 1,404,512 Euro relating to impairment losses on accounts receivable recorded as non current assets.
The amount recorded under the caption "Provisions" as of 30 June 2007 corresponds to the Board of Directors' best estimate to cover possible losses arising from legal actions in progress.
12. DERIVATIVES FINANCIAL INSTRUMENTS
During the six months period ending 30 June 2007 Celbi / Caima / Celtejo Group companies held derivative financial instruments to cover the variations in pulp paper prices and in interest rates, which were recorded at fair value.
Celbi / Caima / Celtejo Group companies only use derivatives for interest rates to hedge future cash flows that results from the payment of interests of loans obtained.
The detail of the financial instruments fair value as of 30 June 2007 and 31 December 2006 is as follows:
| 30.06.2007 | 31.12.2006 | |
|---|---|---|
| Pulp price fluctuation hedge derivatives | ( 3.820.225 ) | ( 3.327.260 ) |
| Interest rates derivatives | 5.752.898 | ( 2.003.248 ) |
| 1.932.673 | ( 5.330.508 ) |
The net profit for the year related with the variation in the fair value of the non matured position of derivative hedge instruments, which has been computed by financial institutions, amounting to 4,907,500 Euro, was recorded directly in the equity caption "Hedging reserves" (as established in IAS 39 – Financial Instruments: Recognition and measurement), net of the correspondent deferred tax liabilities. In the profit and loss statement for the period of six months ending 30 June 2007, the Group recorded the part already matured.
ALTRI, S.G.P.S., S.A. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2007 (Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
13. NET FINANCIAL PROFIT
Net financial profit for the periods ended 30 June 2007 and 2006 can be detailed as follows:
| 30.06.2007 | 30.06.2006 | |
|---|---|---|
| Gains and losses in associated companies | ||
| Gains in associated companies | 162,184 | 319,383 |
| Losses in associated companies | (233,491) | - |
| (71,307) | 319,383 | |
| Gains and losses in other investments | ||
| Gains obtained with treasury applications | 947,378 | 41,959 |
| 947,378 | 41,959 | |
| Financial expenses | ||
| Interests | 16,763,644 | 2,605,532 |
| Derivatives | 265,330 | - |
| Exchange losses | 201,088 | 222,114 |
| Other financial expenses | 623,950 | 564,797 |
| 17,854,012 | 3,392,443 | |
| Financial income | ||
| Interests | 1,637,875 | 155,597 |
| Income from interest properties | 154,050 | - |
| Income from securities | - | 55 |
| Exchange gains | 125,474 | 76,087 |
| Financial discounts received | 36,270 | 2,337 |
| Other financial income | 17,554 | 20,745 |
| 1,971,223 | 254,821 |
14. RELATED PARTIES
As of 30 June 2007 there are no relevant balances with related parties.
During the period ended 30 June 2007 there were no relevant transactions with related parties.
15. FINANCIAL COMMITMENTS NOT INCLUDED IN THE CONSOLIDATED BALANCE SHEET
In addition to the commitments mentioned in the notes to the consolidated financial statements as of 31 December 2006, the contractual obligations for the acquisitions of fixed assets assumed by Celbi/Caima/Celtejo Group as of 30 June 2007 amounted to, approximately, 325,000,000 Euro.
16. EARNINGS PER SHARE
Earnings per share for the period ended 30 June 2007 and 2006 were computed as follows:
| 30.06.2007 | 30.06.2006 | |
|---|---|---|
| Net profit considered for the computation of basic and diluted earnings per share | 19,288,502 | 8,552,813 |
| Number of shares used to compute the basic and diluted earnings per share | 102,565,836 | 102,565,836 |
| Earnings per share Basic Diluted |
0.19 0.19 |
0.08 0.08 |
ALTRI, S.G.P.S., S.A. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2007
(Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
17. SEGMENT REPORTING
In accordance with the origin and nature of the income generated by the Group, the main reporting segments identified are as follows:
- Steel;
- Pulp and paper; and
- Holding.
The contribution of the main business segments for some financial indicators for the semester ended 30 June 2007 and 30 June 2006 can be presented as follows:
| 30.06.2006 | |||||
|---|---|---|---|---|---|
| Steel | Pulp and paper | Holding | Eliminations and consolidation adjustments |
Consolidated | |
| Net operating income | 53,249,753 | 69,033,877 | - | - | 122,283,630 |
| Operating cash-flow (EBITDA) (a) | 6,910,111 | 16,396,986 | (127,054) | - | 23,180,043 |
| Operating profit (EBIT) | 5,502,001 | 9,349,461 | (127,944) | (150,239) | 14,573,279 |
| Net profit for the period (b) | 3,602,788 | 5,841,968 | 31,637,027 | (32,343,752) | 8,738,031 |
| 30.06.2007 | |||||
| Eliminations and consolidation |
|||||
| Steel | Pulp and paper | Holding | adjustments | Consolidated | |
| Net operating income | 55,593,032 | 156,731,271 | - | 703,456 | 213,027,759 |
| Operating cash-flow (EBITDA) (a) | 6,263,103 | 47,124,319 | (117,063) | 197,079 | 53,467,438 |
| Operating profit (EBIT) | 4,952,343 | 34,306,202 | (117,954) | 94,256 | 39,234,847 |
| Net profit for the period (b) | 2,994,214 | 16,783,737 | 2,830,434 | (3,277,745) | 19,330,640 |
(a) - EBITDA = Operating profit + depreciation and amortisation
(b) - net profit attributable to parent company's shareholders and minority interests
18. COMPARABILITY OF THE FINANCIAL STATEMENTS
In the second semester of 2006, Altri Group acquired 100% of the share capital of Celbi – Celulose Beira Industrial, S.A. As a result, the consolidated statement of profit and loss for the half-year ended 30 June 2007 includes the contribution of Celbi Group's operations, which can be detailed as follows:
| Euro | |
|---|---|
| Operating income | 101,784,599 |
| Operating profit | 23,183,750 |
| Profit before income tax | 18,691,169 |
19. DIVIDENDS
The Annual Shareholders' Meeting held 29 March 2007, approved the distribution of dividends amounting to 5,128,292 Euro, corresponding to a dividend of 0.05 Euro per share.
20. FINANCIAL STATEMENTS APPROVAL
The financial statements were approved by the Board of Directors and authorized for issuance in 4 September 2007.
ALTRI, S.G.P.S., S.A. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2007 (Translation of notes originally issued in Portuguese – Note 21)
(Amounts expressed in Euro)
21. EXPLANATION ADDED FOR TRANSLATION
These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IFRS/IAS) as adopted by the European Union, some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.