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Altri SGPS — Management Reports 2009
Aug 28, 2009
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Management Reports
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June 30, 2009
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 | 6 |
| Financial review | 10 |
| Second semester 2009 outlook | 11 |
| Corporate Governance | 12 |
| Legal matters | 12 |
| Declaration of responsibility | 14 |
| Closing remarks | 14 |
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 2009.
INTRODUCTION
Altri was incorporated as of March 2005, as a result of the demerger of Cofina. Altri is a reference European producer of bleached eucalyptus pulp and is a public listed company included in the PSI 20 (Portuguese Stock Index), the benchmark stock market index. In addition to pulp production, the company is also present in electric energy from forest renewable sources, namely industrial cogeneration and biomass.
As of June 2008 Altri materialized a reorganization that implied the split of Altri's two business units that manage equity holdings in the pulp and paper sector and in the steel and warehousing systems sector. Thus, Altri maintains the management of pulp and paper business unit, while the new company created in the demerger process (F. Ramada Investimentos, SGPS, S.A.) stays with the management of the steel and warehousing systems business activity.
Nowadays, Altri major assets are three pulp production mills, with a capacity higher than 500 thousand tonnes/year of bleached eucalyptus pulp. The company has investment projects in conclusion that will increase its production capacity to more than 900 thousand tonnes/year in 2010.
Altri runs more than 80 thousand ha of forests in Portugal, fully certificated by Forest Stewardship Council (FSC), one of the world's most known certification entities.
Altri's industrial strategy implementation is based on integrated forest management in Portugal. This model is based on forest optimization, ensuring a full recovery of all its components. Thus, the eucalyptus is processed in Altri mills, producing pulp and power (cogeneration). The bark, the branches and forest waste are used to produce electric energy from biomass.
The last years were highlighted by various acquisitions that allowed Altri to reinforce its position in its operating markets and by the development of a set of expansion activity projects.
DIRECTORS' REPORT
The most significant events in Altri's activity in the first half of 2009 are as follows:
-
Celbi's expansion capacity project: the Celbi's project – double its pulp production capacity - is in the conclusion stage at the end of the 1st half of 2009. The mill is in an intermediate stage of the learning curve. The final installation of the cogeneration turbine is expected to occur in the first quarter of 2010;
-
Celtejo's bleaching line project: After the temporary stoppage ended in 15 April 2009 at Celtejo (in which was performed production optimizations), this mill practically completed BEKP production learning curve;
-
Over 82,000 ha of forest area under management: at the end of the 1st half of 2009, Altri has 81.9 thousand ha of forest under management in Portugal; and
-
Biomass: Figueira da Foz (Celbi industrial unit) power plant entered into operation and Constância (Caima industrial unit) power plant is in the conclusion stage, with approximately, 32 MWh and 13 MWh of capacity, respectively. At the end of the 1st half of 2009, EDP Bioeléctrica (50% participation held by Altri) had already 42 MWh electric energy produced from forestry biomass. EDP Bioeléctrica holds licenses to produce over 120 MWh electric energy produced from biomass – is the major player in this market, with a market share of, approximately, 50% of the total licensed by the Portuguese State.
Currently, Altri's investments can be resumed as follows:
STOCK EXCHANGE EVOLUTION
(Note: in order to enable a better comparison of the stock fluctuations, the PSI 20 index has been considered as being equal in value to the opening price of the shares in question.)
PSI 20 recovered in a remarkably way in the first half of 2009, following the international trend. Nevertheless, there are two distinct periods to be considered in the first semester of 2009: until the beginning of March, during which this index reached the lowest point on the 9th, and the period forward, which showed a consistent recovery. During four months, the Portuguese stock market presented a 22% recovery, as has happened in the rest of Europe and in United States of America.
Altri, as the other listed companies, also followed Portuguese stock market's trend, recording a decline in share price until March 2009 and a recover from that date on.
Altri's shares price recovered 6.1% in the first semester of 2009 and closed the period bearing at 2.23 Euro per share, with a market capitalization amounting to 229 million Euro. During the first semester of 2009, 43 million shares of Altri were transacted in the stock market.
The main events that distinguished the stock evolution during the first semester of 2009 may chronologically be described as follows:
Stock exchange evolution
- 9 January 2009 Altri informed the permanently shutdown of its subsidiary CPK – Papel Kraft, S.A. (kraft sack paper unit). This strategic decision was taken due to the negative environment currently felt in kraft sack business and the negligible current impact of CPK to Altri's profit. This fact allowed Altri to reinforce its strategic position in its core business: forest management and pulp production;
- 25 March 2009 Altri announced the financial performance for the year 2008, with a net profit (attributable to company shareholders) of 4.67 million Euro. Operating income amounted to 280 million Euro, a 3% decrease when compared with 2007. EBITDA amounted to, approximately, 69 million Euro, recording a 16% decrease in comparison with 2007. The company recorded an impairment loss of approximately 5.8 Million Euro, which is essentially related to Celtejo stocks. Note that CPK (unit closed in December 2008) was fully supplied by Celtejo pulp;
- 27 May 2009 Altri communicated the results of the 1st quarter of 2009. Operating income amounted, approximately, 62.8 million Euro which represents a 18% decrease comparing with the 1st quarter of 2008. EBITDA exceeded 9.5 million Euro, a 52% decrease compared with the 1st quarter of 2008 (20 million Euro).
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 held until 1 June 2008 the investments in the paper, pulp, steel and storage systems, date considered for the demerger process accounting impacts. The planned reorganization implies the splitting of Altri's two business units that manage equity holdings in the pulp and paper sector and in the steel and storage systems sector. This reorganization is part of a focusing and business transparency strategy, aiming at giving greater visibility to each area and increasing market perception of value. In January 2009 Altri announced the shutdown of its kraft sack paper unit (CPK – Papel Kraft, S.A.). This fact allowed Altri to reinforce its strategic position in its core business: forest management and pulp production.
Paper and Pulp
The Group currently operates in this sector through Celulose do Caima, S.G.P.S., S.A., which, in its turn, holds participations in:
-
Caima – Indústria de Celulose (Constância), producer and distributor of paper pulp;
-
Celbi – Celulose da Beira Industrial, S.A. (Figueira da Foz), producer and distributor of paper pulp;
-
Celtejo – Empresa de Celulose do Tejo, S.A. (Vila Velha de Ródão) - producer and distributor of paper pulp;
-
Silvicaima – Sociedade Silvícola do Caima, S.A. (Constância), owner and manager of the Group's forestry resources;
-
EDP – Produção Bioeléctrica, S.A. – support in the Group energetic needs and expansion of its activity in a strategic sector.
During the 1st half of 2009 occurred a renewal in the demand and a decline in the pulp market price, reaching an historic minimum in April. A reduction in the offer was materialized by the announce of temporary stoppages and the permanent retirement of inefficient producers. Therefore, in the 1st quarter of 2009 were publicly announced the closure of about 1.5 million tonnes (mainly in Scandinavia) of pulp production similar to that produced by Altri, totalizing 2.7 million tonnes in the period May 2008 - March 2009.
These actions contributed to the European ports pulp stocks reduction, allowing the announce in late April of an increase in pulp price (from 480 USD/ton to 500 USD/ton). It was announced two additional 30 USD/ton increases in June and July (to 530 USD/ton and to 560 USD/ton). In late August BEKP pulp price was increased again (increase of 40 USD/ton to 600 USD/ton, effective from 1 September 2009).
Pulp price evolution clearly illustrates the verified demand recovery. The pulp stock level in European ports (indicator to determine the evolution in demand) reached in July the lower value since 2000 (according to Europulp – 21 August 2009).
DIRECTORS' REPORT
Moreover, in consequence of the financial crisis, capacity expansion and new units projects were postponed or abandoned.
The market price of pulp BEKP (according to PIX) at the end of the 1st half of 2009 stood at 506 USD/ton, corresponding to 356 EUR/ton. The BEKP average price was around 513 USD/ton, which corresponds to an average price of pulp BEKP of 385 EUR/ton.
CELBI GROUP
Celbi reached during the 1st semester of 2009 sales amounting to 172.8 thousand tons of pulp, volume 0.4% above the same period of 2008.
The pulp production reached 162.1 thousand tons, 2.6% below the amount in homologous period in 2008.
CAIMA GROUP
In the first semester of 2009, the sales volume amounted to 56.7 thousand tons, representing a 1.3% decrease compared to the first semester of 2008.
During the first semester of 2009, Caima Group produced 58.5 thousand tons of pulp, volume 0.4% above the preceding year and that configures an optimal exploration of the mill's production capacity.
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.
CELTEJO GROUP
In the first semester of 2009 the sales volume amounted to 71.2 thousand tons of pulp, corresponding to an increase of 81.8%, when compared to the homologous period of 2008. With CPK shutdown the Group ceased kraft sack paper production.
In the first semester, the pulp production amounted to 56.3 thousand tons, 22.7% above to the one recorded in the first semester of 2008.
Thus, in the 1st half of 2009, Altri produced, approximately, 276.8 thousand tonnes of pulp (270.5 thousand tonnes of pulp were produced in the same period in 2008).
The Group foresee to increase its production capacity in his units, with particular emphasis on Celtejo and Celbi. Altri estimated that in 2010 will reach a total production capacity of 910 thousand tons of pulp, which puts the company among the 10 largest in the world in the area of eucalyptus pulp.
During the semester, all Group mills 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.
FINANCIAL REVIEW
The consolidated financial information of Altri for the first semester of 2009 and its comparison with the same period of 2008, was prepared in accordance with the recognition and measurement principles defined by the International Financial Reporting Standards as adopted by the European Union.
Actually, Altri define the forest management and pulp production as its core business. However, in the 1st half of 2008, Altri developed its activity also in the steel (FRamada) and paper industrial business (CPK). FRamada demerger process took place (June 2008) and CPK unit was closed (December 2008). Therefore, FRamada and CPK activities in 2008 are recorded under the caption "Profit for the period from discontinued operations".
Despite CPK closure in December 2008, there were results in the 1st half of 2009 related to assets outflow. These results were also recorded under the caption "Profit for the period from discontinued operations".
Therefore, the key data and consolidated activity Group indicators can be summarized as follows:
| 1H09 | 1H08 | 1H09/1H08 | |
|---|---|---|---|
| Operating income | 141.497 | 153.396 | -7.8% |
| Cost of sales | 57.529 | 50.063 | 14.9% |
| External supplies and services | 51.623 | 43.443 | 18.8% |
| Payroll expenses | 16.414 | 16.130 | 1.8% |
| Provisions and impairment losses | 1.050 | 0.657 | 59.9% |
| Other operating expenses | 1.095 | 3.856 | -71.6% |
| Total operating expenses (a) | 127.710 | 114.148 | 11.9% |
| EBITDA (b) Margin |
13.787 9.7% |
39.248 25.6% |
-64.9% -15.8 pp |
| Amortization and depreciation | 15.479 | 14.470 | 7.0% |
| EBIT (c) | -1.693 | 24.778 | -106.8% |
| Margin | -1.2% | 16.2% | -17.3 pp |
| Profits related with assets classified as held for sale | 0.000 | -0.252 | - |
| Gains and losses in associated companies | -0.628 | -0.393 | 59.8% |
| Gains and losses in other investments | 0.046 | -0.148 | 130.9% |
| Financial expenses | -15.957 | -21.901 | 27.1% |
| Financial income | 2.725 | 4.778 | -43.0% |
| Financial profit | -13.814 | -17.916 | -22.9% |
| Profit before income tax | -15.507 | 6.861 | - |
| Income tax | 2.324 | -1.396 | - |
| Minority interests | -0.032 | 0.094 | - |
| Profit after income tax | -13.150 | 5.372 | - |
| Profit for the period from discontinued operations | 1.077 | 3.509 | -69.3% |
| Consolidated net profit | -12.073 | 8.881 | - |
(amounts in thousand Euros)
(a) Operating costs excluding amortization
(b) EBITDA = Operating profit + Amortization and depreciation
(c) EBIT = Operating profit
In the 1st half of 2009 the operating income was 141.5 million Euro, which represents a decrease of 8% in comparison with the same period in 2008. This decrease was related with the international market price of pulp BEKP decrease.
During the 1st half of 2009 were sold, approximately, 300 thousand tonnes of pulp (13% increase in comparison with the 265 thousand tonnes in the 1st half of 2008). This fact is explained by the global recovery of the pulp demand and by production expansion capacity (related with bleaching and expansion capacity projects at Celtejo).
This increase in sales capacity implied an increase in variable costs. Moreover, Celtejo's start up costs (that occurred in April) contributed to an increase in fixed costs. Thus, 1st half of 2009 total operation expenses, excluding amortizations, amounted 127.7 million Euro, corresponding to a 12% increase comparing with the same period in 2008.
The decrease in BEKP pulp price was greater than the manufacturing costs reduction in the 2nd quarter of 2009, affecting EBITDA margin. It should be stressed that BEKP pulp price reached an historic minimum in April 2009 (480 USD/ton).
EBITDA for the first six months of 2009 was, approximately, 13.8 million Euro, compared with approximately 39.2 million Euro in 2008 (less 65%). EBITDA margin was 9.7%.
Operating profit (EBIT) reached, approximately, -1.6 million Euro. Amortization amounted 15.5 million Euro (7% increase in comparison with the same period in 2008).
The net loss from continued operations after minority interests, of forestry and pulp production areas was, approximately, -13.2 million Euro.
Total investment (CAPEX) reached 59.7 million Euro. The main responsible for the investment made was Celbi with, approximately, 55 million Euro.
The Celbi's project – double its pulp production capacity – is on time and on budget and in conclusion stage. Currently, the mill is able to produce 600 thousand tonnes/year of bleached eucalyptus pulp. The mill is in an intermediate stage of the learning curve and the conclusion is expected to occur in the last quarter of 2009.
Altri's nominal net debt as of June 30, 2009 was 814.9 million Euro. It should be stressed that all the financing needs are totally assured. As of June 30, 2009 Altri have 102.8 million Euro in cash and equivalents and, approximately, 68.9 million Euro of financing plafond not in use.
SECOND SEMESTER 2009 OUTLOOK
It is expected that in the 2nd semester of 2009, pulp price evolution clearly illustrates the demand recovery, following on the last days positive evolution.
Additionally, shall also contribute positively to Group's performance, the investment in industrial units of Celbi and Celtejo, allowing to achieve in 2010 a total production capacity of 910 thousand tons of pulp.
DIRECTORS' REPORT
CORPORATE GOVERNANCE
In compliance with the legal guidelines, 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.
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 2009 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 2009, the held shares were as follows:
| Shares held | |
|---|---|
| Name | 30.06.2009 |
| Paulo Jorge dos Santos Fernandes | 6.815.746 |
| Pedro Macedo Pinto de Mendonça | 852.500 |
| Domingos José Vieira de Matos | 6.969.716 |
| João Manuel Matos Borges de Oliveira (a) | 9.246.660 |
| Laurentina da Silva Martins | 0 |
(a) 9.246.660 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. which the administrator João Manuel Matos Borges de Oliveira is shareholder.
As of 30 June 2009, the Statutory Auditor, the members of the Statutory Audit 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:
| Exceeding 2% of the voting rights Pedro Miguel Matos Borges de Oliveira |
Shares held 30.06.2009 4.333.340 |
Direct % of the voting rights 4.22% |
|---|---|---|
| Exceeding 5% of the voting rights | Shares held 30.06.2009 |
Direct % of the voting rights |
| UBS AG – ZURIQUE | 9.778.608 | 9.53% |
| CADERNO AZUL – SGPS, S.A. (a) | 9.246.660 | 9.02% |
| PROMENDO – SGPS, S.A. (b) | 7.000.000 | 6.82% |
| Domingos José Vieira de Matos | 6.969.716 | 6.80% |
| Paulo Jorge dos Santos Fernandes | 6.815.746 | 6.65% |
| Ana Rebelo Mendonça Fernandes (c) | 6.731.891 | 6.56% |
| Bestinver Gestión, SGIIC, S.A. | 5.184.748 | 5.06% |
(a) 9.246.660 shares represent the total shares of Altri SGPS, SA owned by Caderno Azul - SGPS SA, which the administrator João Manuel Matos Borges de Oliveira is shareholder;
(b) 7.000.000 shares of Altri – SGPS, S.A. held by PROMENDO – SGPS, S.A., are attributable to Ana Rebelo Mendonça Fernandes, manager and shareholder, holder of 59.6% of the capital;
(c) it is also, due to Ana Rebelo Fernandes Mendonça, in addition to the 7,000,000 shares of Altri - SGPS, SA held by the company Promendo - SGPS, SA mentioned in (b) also 1,162,000 shares of Altri - SGPS, SA held by the company Promendo – Promoções Empresariais SA, for which she is manager and shareholder, holder of 68% of their capital. Thus, in legal terms, are considered attributable to Ana Rebelo Fernandes Mendonça, a total of 14,893,891 shares, representing 14.52% of the capital and voting rights of Altri - SGPS, SA.
Altri was not informed of any participation exceeding 10% of the voting rights.
DECLARATION OF RESPONSIBILITY
The members of the Board of Directors of Altri, S.G.P.S., S.A. declare that they assume responsibility for this information and affirm that the items included herein are true and that, to the best of their knowledge, there are no omissions.
As required by article 8, nr. 3, of the Stock Exchange Regulation, the Board of Directors declares that the accounts that integrate this report were not subject to Limited Review.
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 thanks to the Personnel of the Altri Group for their dedication and effort, and also wishes to express its' thanks to the other Corporate Boards and to the Financial Institutions that co-operated with the Group.
Porto, 26th August 2009
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
Laurentina da Silva Martins
Statement Under the terms of Article 246, paragraph 1, c) of the Securities Code
The signatories individually declare that, to their knowledge, the Management Report, the Individual Financial Statements prepared in accordance with generally accepted accounting principles in Portugal and the Consolidated Financial Statements prepared meeting the standards of the applicable International Financial Accounting as adopted by the European Union, and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, and other accounting documents required by law or regulation, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Altri, SGPS, S.A. ("Altri") at 30 June 2009 and that the semi-annual Management Report faithfully describes the business evolution and position of Altri and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties for the following six months.
Porto, 26 August 2009
Paulo Jorge dos Santos Fernandes President of the Board of Directors
João Manuel Matos Borges de Oliveira Member of the Board of Directors
Pedro Macedo Pinto de Mendonça Member of the Board of Directors
Domingos José Vieira de Matos Member of the Board of Directors
Laurentina da Silva Martins Member of the Board of Directors
CONSOLIDATED BALANCE SHEETS AS OF 30 JUNE 2009 AND 31 DECEMBER 2008
(Translation of financial statements originally issued in Portuguese – Note 19) (Amounts expressed in Euro)
| ASSETS | Notes | 30.06.2009 | 31.12.2008 |
|---|---|---|---|
| NON CURRENT ASSETS: | |||
| Biological assets | 77.740.951 | 75.879.431 | |
| Tangible assets | 517.851.633 | 473.140.189 | |
| Goodwill | 269.366.752 | 269.323.108 | |
| Intangible assets | 497.277 | 538.237 | |
| Investments in associated companies | 4.2 | 22.002.024 | 17.909.611 |
| Investments available for sale | 4.3 | 769.340 | 780.330 |
| Other non current assets | 615.375 | 397.414 | |
| Deferred tax assets | 6 | 13.598.302 | 10.983.234 |
| Total non current assets | 902.441.654 | 848.951.554 | |
| CURRENT ASSETS: | |||
| Inventories | 45.453.068 | 57.613.288 | |
| Customers | 66.304.769 | 57.819.150 | |
| Other debtors | 7.249.757 | 14.749.641 | |
| State and other public entities | 19.276.640 | 24.418.762 | |
| Other current assets | 9.497.664 | 10.127.859 | |
| Derivatives | 11 | 4.177.623 | 12.546.735 |
| Investments recorded at fair value through profit and loss | 4.4 | 814.293 | 747.450 |
| Cash and cash equivalents | 102.791.540 | 74.300.279 | |
| Assets classified as held for sale or in discontinuation | 4.5 | 4.555.928 | 13.576.029 |
| Total current assets | 260.121.282 | 265.899.193 | |
| Total assets | 1.162.562.936 | 1.114.850.747 | |
| SHAREHOLDERS' FUNDS AND LIABILITIES | 30.06.2009 | 31.12.2008 | |
| SHAREHOLDERS' FUNDS: | |||
| Share capital | 7 | 25.641.459 | 25.641.459 |
| Legal reserve | 2.862.981 | 1.630.523 | |
| Other reserves | 50.290.082 | 54.156.623 | |
| Consolidated net profit | (12.073.399) | 4.668.149 | |
| Total shareholders' funds attributable to the parent company's shareholders | 66.721.123 | 86.096.754 | |
| Minority interests | 8 | 111.020 | 283.991 |
| Total Shareholders' funds | 66.832.143 | 86.380.745 | |
| LIABILITIES: | |||
| NON CURRENT LIABILITIES: | |||
| Bank loans | 9 9 |
149.987.088 | 150.015.292 |
| Other loans Other non current creditors |
605.897.724 397.345 |
521.270.017 491.190 |
|
| Other non current liabilities | 1.470.713 | 1.513.306 | |
| Deferred tax liabilities | 6 | 1.680.237 | 3.914.691 |
| Provisions | 10 | 2.913.201 | 5.107.335 |
| Total non current liabilities | 762.346.308 | 682.311.831 | |
| CURRENT LIABILITIES: | |||
| Bank loans | 9 | 80.328.700 | 51.886.464 |
| Other loans - short term | 9 | 109.490.820 | 110.996.123 |
| Suppliers | 55.278.064 | 58.901.992 | |
| Other current creditors | 44.784.745 | 70.905.701 | |
| State and other public entities | 3.123.459 | 3.062.921 | |
| Other current liabilities | 30.954.098 | 38.487.310 | |
| Derivatives | 11 | 9.004.854 | 6.059.446 |
| Liabilities associated with assets classified as held for sale or in discontinuation | 4.5 | 419.745 | 5.858.214 |
| Total current liabilities | 333.384.485 | 346.158.171 | |
| Total shareholders' funds and liabilities | 1.162.562.936 | 1.114.850.747 |
The accompanying notes form an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURE FOR THE SIX AND THREE MONTHS PERIODS ENDED 30 JUNE 2009 AND 30 JUNE 2008
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
| SEMESTER ENDED | QUARTER ENDED | ||||
|---|---|---|---|---|---|
| Notes | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | |
| Continuing operations | |||||
| Operating income | |||||
| Sales | 114.458.449 | 138.724.632 | 61.191.980 | 69.297.629 | |
| Services rendered | 1.648.437 | 785.795 | 449.745 | 393.026 | |
| Other operating income | 14 | 25.389.938 | 13.885.538 | 17.102.425 | 7.602.104 |
| Total operating income | 141.496.824 | 153.395.965 | 78.744.150 | 77.292.759 | |
| Operating expenses | |||||
| Cost of sales | 57.528.849 | 50.063.266 | 34.839.071 | 24.585.007 | |
| External supplies and services | 51.622.850 | 43.442.843 | 29.419.093 | 22.246.154 | |
| Payroll expenses | 16.414.002 | 16.129.653 | 8.999.473 | 8.445.149 | |
| Amortisation and depreciation | 15.479.272 | 14.470.251 | 5.898.681 | 7.977.223 | |
| Provisions and impairment losses | 10 | 1.050.000 | 656.616 | 1.050.000 | 655.043 |
| Other operating expenses | 1.094.561 | 3.855.686 | 247.826 | 2.117.154 | |
| Total operating expenses | 143.189.534 | 128.618.315 | 80.454.144 | 66.025.730 | |
| Operating profit | (1.692.710) | 24.777.650 | (1.709.994) | 11.267.029 | |
| Profits related with assets classified as held for sale | - | (251.693) | - | (14.359) | |
| Gains and losses in associated companies | 12 | (627.588) | (393.224) | 77.286 | (197.033) |
| Gains and losses in other investments | 12 | 45.884 | (148.409) | 57.539 | (31.047) |
| Financial expenses | 12 | (15.957.420) | (21.901.217) | (7.028.202) | (11.380.058) |
| Financial income | 12 | 2.725.140 | 4.778.371 | 11.396 | 3.035.677 |
| Profit before income tax | (15.506.694) | 6.861.478 | (8.591.975) | 2.680.209 | |
| Income tax | 2.324.487 | (1.396.003) | 760.148 | (650.452) | |
| Profit after income tax | (13.182.207) | 5.465.475 | (7.831.827) | 2.029.757 | |
| Attributable to: | |||||
| Parent company's shareholders | (13.150.167) | 5.371.844 | (7.828.964) | 1.939.146 | |
| Minority interests | 8 | (32.040) | 93.631 | (2.863) | 90.611 |
| Discontinued operations | |||||
| Profit for the period from discontinued operations | 4.5 | 1.076.768 | 3.508.931 | 1.616.777 | 1.391.042 |
| Attributable to: | |||||
| Parent company's shareholders | 1.076.768 | 3.508.931 | 1.616.777 | 1.391.042 | |
| Minority interests | - | - | - | - | |
| Consolidated net profit | (12.105.439) | 8.974.406 | (6.215.050) | 3.420.799 | |
| Attributable to: | |||||
| Parent company's shareholders | (12.073.399) | 8.880.775 | (6.212.187) | 3.330.188 | |
| Minority interests | 8 | (32.040) | 93.631 | (2.863) | 90.611 |
| (12.105.439) | 8.974.406 | (6.215.050) | 3.420.799 | ||
| Earnings per share | |||||
| Continuing operations | |||||
| Basic | 13 | (0,13) | 0,05 | (0,08) | 0,02 |
| Diluted | 13 | (0,13) | 0,05 | (0,08) | 0,02 |
| Continuing and discontinued operations | |||||
| Basic | 13 | (0,12) | 0,09 | (0,06) | 0,03 |
| Diluted | 13 | (0,12) | 0,09 | (0,06) | 0,03 |
The accompanying notes form an integral part of the consolidated financial statements.
ALTRI, S.G.P.S., S.A.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE SIX AND THREE MONTHS PERIODS ENDED 30 JUNE 2009 AND 30 JUNE 2008
(Translation of financial statements originally issued in Portuguese - Note 19) (Amounts expressed in Euro)
| SEMESTER ENDED | QUARTER ENDED | |||||
|---|---|---|---|---|---|---|
| Notes | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | ||
| Consolidated net profit | (12.105.439) | 8.974.406 | (6.215.050) | 3.420.799 | ||
| Conversion reserves | - | (195.568) | - | (380.527) | ||
| Hedging reserves | 11 | (7.288.394) | 3.546.238 | (376.535) | 6.734.483 | |
| Other comprehensive income | (7.288.394) | 3.350.670 | (376.535) | 6.353.956 | ||
| Total comprehensive income for the period | (19.393.833) | 12.325.076 | (6.591.585) | 9.774.755 | ||
| Attributable to: Parent company's shareholders Minority interests |
8 | (19.361.793) (32.040) |
12.231.445 93.631 |
(6.588.722) (2.863) |
9.684.144 90.611 |
The accompanying notes form an integral part of the consolidated financial statements.
ALTRI, S.G.P.S., S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2009 AND 30 JUNE 2008
(Translation of financial statements originally issued in Portuguese – Note 19) (Amounts expressed in Euro)
| Attributable to the parent company's shareholders | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Legal reserve | Other reserves | Net profit | Total | Minority interests |
Total shareholders' funds |
||||
| Notes | Hedging reserves |
Conversion reserves |
Other | |||||||
| Balance as of 1 January 2008 | 25.641.459 | 1.527.560 | (931.402) | (373.328) | 56.943.872 | 35.193.702 | 118.001.863 | 274.494 | 118.276.357 | |
| Appropriation of the consolidated net profit of 2007: | ||||||||||
| Transfer to legal reserves and retained earnings | - | 102.963 | - | - | 29.962.448 | (30.065.411) | - | - | - | |
| Distributed dividends Demerger of F. Ramada - Aços e Indústrias, S.A. |
- - |
- - |
- - |
- 568.896 |
- (40.043.529) |
(5.128.291) - |
(5.128.291) (39.474.633) |
- - |
(5.128.291) (39.474.633) |
|
| Change in reserves: | ||||||||||
| Conversion reserves | - | - | - | (195.568) | - | - | (195.568) | - | (195.568) | |
| Hedging reserves | - | - | 3.546.238 | - | - | - | 3.546.238 | - | 3.546.238 | |
| Others Acquisition of share capital of Sosapel - Soc. Comercial de Sacos de Papel, Lda. |
- - |
- - |
- - |
- - |
(2.361) - |
- - |
(2.361) - |
- (28.877) |
(2.361) (28.877) |
|
| Net consolidated profit for the period ended 30 June 2008 |
- | - | - | - | - | 8.880.775 | 8.880.775 | 93.631 | 8.974.406 | |
| Balance as of 30 June 2008 | 25.641.459 | 1.630.523 | 2.614.836 | - | 46.860.430 | 8.880.775 | 85.628.023 | 339.248 | 85.967.271 | |
| Balance as of 1 January 2009 | 7 | 25.641.459 | 1.630.523 | 7.294.181 | - | 46.862.442 | 4.668.149 | 86.096.754 | 283.991 | 86.380.745 |
| Appropriation of the consolidated net profit of 2008: | ||||||||||
| Transfer to legal reserves and retained earnings | 17 | - | 1.232.458 | - | - | 3.435.691 | (4.668.149) | - | - | - |
| Change in reserves: | ||||||||||
| Hedging reserves | 11 | - | - | (7.288.394) | - | - | - | (7.288.394) | - | (7.288.394) |
| Others | - | - | - | - | (13.838) | - | (13.838) | - | (13.838) | |
| Acquisition of additional share capital of Celtejo - Empresa de Celulose do Tejo, S.A. | - | - | - | - | - | - | - | (140.931) | (140.931) | |
| Net consolidated profit for the period | ||||||||||
| ended 30 June 2009 | - | - | - | - | - | (12.073.399) | (12.073.399) | (32.040) | (12.105.439) | |
| Balance as of 30 June 2009 | 25.641.459 | 2.862.981 | 5.787 | - | 50.284.295 | (12.073.399) | 66.721.123 | 111.020 | 66.832.143 |
The accompanying notes form an integral part of the consolidated financial statements.
CONDENSED CONSOLIDATED CASH-FLOW STATEMENT FOR THE SIX AND THREE MONTHS PERIODS ENDED 30 JUNE 2009 AND 30 JUNE 2008
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
| Notes 30.06.2009 30.06.2008 30.06.2009 30.06.2008 Operating activities: Cash flow from operating activities (1) 23.866.640 40.206.989 13.984.024 25.968.967 Investment activities: Collections relating to: Investments - 21.657.703 - 21.657.703 Tangible assets 1.290.428 1.735.333 341.416 930.463 Interest and similar income 3.572.793 3.791.234 918.862 1.273.681 Investment subsidies 1.839.688 43.691 714.688 43.691 Payments relating to: Investments 1 (4.961.819) (4.538.000) (2.581.819) 1.368.500 Intangible assets (47.671) (56.437) (45.595) (50.222) Tangible assets (77.323.927) (90.809.721) (29.074.185) (35.855.707) Biological assets (7.043.590) (4.457.285) (4.128.699) (2.092.170) Cash flow from investment activities (2) (82.674.098) (72.633.482) (33.855.332) (12.724.061) Financing activities: Collections relating to: Loans obtained 133.353.618 179.138.485 2.588.026 73.153.957 Loans granted - 21.640.843 - 21.640.843 Payments relating to: Lease contracts (30.666) (159.476) (13.206) (55.198) Interest and similar costs (23.399.594) (24.867.932) (4.422.100) (6.397.107) Dividends - (5.128.291) - (5.128.291) Loans obtained (24.988.628) (96.967.405) (16.077.186) (62.968.948) Cash flow from financing activities (3) 84.934.730 73.656.224 (17.924.466) 20.245.256 Cash and cash equivalents at the beginning of the period 73.023.397 125.514.513 136.946.443 133.254.082 Effect of change in consolidation perimeter - (39.668.476) - (39.668.476) Variation of cash and cash equivalents: (1)+(2)+(3) 26.127.272 41.229.731 (37.795.774) 33.490.162 Cash and cash equivalents at the end of the period 2 99.150.669 127.075.768 99.150.669 127.075.768 |
SEMESTER ENDED | QUARTER ENDED | |||
|---|---|---|---|---|---|
The accompanying notes form an integral part of the consolidated financial statements.
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED STATEMENT OF CASH-FLOWS FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
1. PAYMENTS/COLLECTIONS RELATING TO INVESTMENTS
During the period ended 30 June 2009 the payments relating to investments were as follows:
| Transaction amount |
Amount paid/collected |
|
|---|---|---|
| Acquisitions | ||
| EDP – Produção Bioeléctrica, S.A. (a) | 4,720,000 | 4,720,000 |
| Socasca – Recolha e Comércio de Recicláveis, S.A. (b) | 5,118,924 | 150,000 |
| Celtejo – Empresa de Celulose do Tejo, S.A. (c) | 91,819 | 91,819 |
| -------------- | -------------- | |
| 9,930,743 | 4,961,819 | |
| ======== | ======== |
(a) – Increase of loans granted;
(b) – It was paid until 31 December 2008 the amount of 4,808,924 Euro;
(c) – Acquisition of an additional part representing 0.229% of the share capital.
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:
| 30.06.2009 | 30.06.2008 | |
|---|---|---|
| Cash | 30,962 | 31,727 |
| Bank deposits repayable on demand | 102,760,578 | 129,213,762 |
| 102,791,540 | 129,245,489 | |
| Bank overdrafts | (3,640,871) | (2,169,721) |
| Cash and its equivalents | 99,150,669 | 127,075,768 |
(Translation of notes originally issued in Portuguese – Note 19) (Amounts expressed in Euro)
1. INTRODUCTORY NOTE
Altri, SGPS, S.A. ("Altri" or "Company") was incorporated as of 1 March 2005, has its head-office located at Rua General Norton de Matos, 68, r/c – Porto, Portugal and its shares are listed in the Lisbon Euronext Stock Exchange. Its main activity is the management of investments.
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.
In the year ended at 31 December 2008, it was materialized a business reorganization, which involved the demerger process of the equity share held at F. Ramada - Aços e Indústrias, S.A., representative of the voting rights of the mentioned company. The restructuring involved a simple demerger operation predicted on item 1.a), article 118, of the Commercial Companies Code ("Código das Sociedades Comerciais"), for the constitution of a new company – F. Ramada – Investimentos, SGPS, S.A. ("Ramada Investimentos"). Due to this process, the company's patrimonial share related to the equity holdings management business unit for the sector of steel and storage systems was demerged to Ramada Investimentos, including all other resources (such as human resources, assets and liabilities) related to those companies activities.
Demerger public deed was signed at 16 April 2008 and the relevant date for the production of effects of this operation was 1 June 2008.
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 production of pulp and paper through the Celbi, Celtejo and Caima Groups.
With the demerging operation of F. Ramada Group, the current activity of Altri Group focuses on the production of bleached paper pulp of eucalyptus through three production units (Celbi in Figueira da Foz, Caima in Constância do Ribatejo and Celtejo in Vila Velha de Ródão).
Due to this new reality of Altri Group, the Board of Directors believe that there is only one business segment (production and commercialization of bleached paper pulp from eucalyptus) for which the segmental information mentioned in Note 15 is limited by this.
The 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.
It was adopted for the first time the IAS 1 – Presentation of financial statements reviewed version (effective in periods beginning on or after 1 January 2009). This adoption led to a change of some disclosures without impact in Altri financial position and profit.
2. BASIS OF PRESENTATION AND MAIN ACCOUNTING POLICIES
The financial statements as of 30 June 2009 were prepared using accounting policies consistent with the International Financial Reporting Standards and in accordance with the International Accounting Standard 34 – Interim Financial Reporting and includes balance sheet, statements of profit and loss by nature, statement of comprehensive income, statement of changes in shareholders' funds and statement of cash flows as well as selected explanatory notes.
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 2008, except for the IAS 1 reviewed version first time application above mentioned.
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
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
4.1 INVESTMENTS IN GROUP COMPANIES
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 2009 and 31 December 2008 are as follows:
| Company | Head Office | Percentage Held | Activity | |
|---|---|---|---|---|
| 2009 | 2008 | |||
| Parent-Company: Altri, SGPS, S.A. |
Oporto | Investment management | ||
| Caima / Celtejo / Celbi Group | ||||
| Celulose do Caima, SGPS, S.A. | Lisbon | 100% | 100% | Investment management |
| Caima Indústria de Celulose, S.A. | Lisbon | 100% | 100% | Production and commercialisation of pulp |
| Silvicaima – Sociedade Silvícola do Caima, S.A. | Lisbon | 100% | 100% | Sylvan exploration |
| Caima Energia – Empresa de Gestão e Exploração de Energia, S.A. | Lisbon | 100% | 100% | Production of energy |
| Invescaima – Investimentos e Participações, SGPS, S.A. | Lisbon | 100% | 100% | Investment management |
| Inflora – Sociedade de Investimentos Florestais, S.A. | Lisbon | 100% | 100% | Sylvan exploration |
| Sócasca – Recolha e Comércio de Recicláveis, S.A. | Águeda | 100% | 100% | Commercialisation of recycled products |
| Celtejo – Empresa de Celulose do Tejo, S.A. | Vila Velha de Ródão | 99.82% | 99.59% | Production and commercialisation of pulp |
| CPK – Companhia Produtora de Papel Kraftsack, S.A. (b) | Vila Velha de Ródão | 99.82% | 99.59% | Production and commercialisation of paper |
| Altri - Energias Renováveis, SGPS, S.A. | Lisbon | 99.82% | 99.59% | Investment management |
| Sosapel – Sociedade Comercial de Sacos de Papel, Lda. | Vila Velha de Ródão | 99.82% | 99.59% | Commercialisation of pulp |
| Celbi – Celulose da Beira Industrial, S.A. | Figueira da Foz | 100% | 100% | Production and commercialisation of pulp |
| Celbinave – Tráfego e Estiva SGPS, Unipessoal, Lda. | Figueira da Foz | 100% | 100% | Freightage of ships |
| Viveiros do Furadouro Unipessoal, Lda. | Óbidos | 100% | 100% | Production of plants in nurseries and services related with forests and landscapes |
| Altri, Participaciones Y Trading, S.L. | Madrid, Spain | 100% | 100% | Investment management |
| Altri Sales, S.A. | Nyon, Switzerland | 100% | 100% | Commercialisation of pulp |
| Pedro Frutícola, Sociedade Frutícola, Lda. | Constância | 100% | 100% | Agriculture production |
| Captaraíz Unipessoal, Lda. | Lisbon | 100% | 100% | Property bying and selling |
| Ramada Group | ||||
| F. Ramada – Aços e Indústrias, S.A. | Ovar | - | (a) | Steel commercialisation |
| F. Ramada – Produção e Comercialização de Estruturas Metálicas de Armazenagem, S.A. |
Ovar | - | (a) | Production and commercialisation of storage systems |
| F. Ramada II, Imobiliária, S.A. | Ovar | - | (a) | Real Estate |
| F. Ramada, Serviços de Gestão, Lda. | Ovar | - | (a) | Administration and management services |
| Universal Afir - Aços, Máquinas e Ferramentas, S.A. | Oporto | - | (a) | Steel commercialisation |
| BPS – Equipements, S.A. | Paris, France | - | (a) | Commercialisation of storage systems |
| Storax Racking Systems, Ltd. | Bromsgrove, United Kingdom |
- | (a) | Commercialisation of storage systems |
| Storax Benelux, S.A. | Belgium | - | (a) | Commercialisation of storage systems |
(a) – company demerged in 2008 (Note 5);
(b) – company whose assets and liabilities were classified in 2008 as "in discontinuation" (Note 4.5).
The above companies were included in the consolidated financial statements in accordance with the full consolidation method.
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
4.2 INVESTMENTS IN ASSOCIATED COMPANIES
The associated companies, included in the consolidated financial statements in accordance with the equity method, the percentage participation held and the activity developed as of 30 June 2009 and 31 December 2008, can be detailed as follows:
| Company | Percentage held | Activity | ||
|---|---|---|---|---|
| 2009 | 2008 | |||
| EDP – Produção Bioeléctrica, S.A. | 50% | 50% | Energy production and trading | |
| Operfoz – Operadores do Porto da Figueira da Foz, Lda. | 33.33% | 33.33% | Harbor operations | |
| Ródão Power - Energia e Biomassa do Ródão, S.A. (a) | 50% | 50% | Energy production and trading |
(a) – company sold to the associated company EDP – Produção Bioeléctrica, S.A. during 2008
The book value, share capital and net profit for the year ended on 30 June 2009 for these associated companies were as follows:
| Company | Book value (a) | Asset | Equity | Net profit |
|---|---|---|---|---|
| EDP – Produção Bioeléctrica, S.A. | 21,729,675 | 150,557,455 | 4,017,051 | (973,232) |
| Operfoz – Operadores do Porto da Figueira da Foz, Lda. | 272,349 | 3,730,198 | 817,039 | 81,756 |
| Ródão Power - Energia e Biomassa do Ródão, S.A. | - | 22,531,344 | (296,808) | (336,449) |
| 22,002,024 |
(a) – including loans granted.
4.3 INVESTIMENTS AVAILABLE FOR SALE
The caption "Investments available for sale" as of 30 June 2009 and 31 December 2008 can be detailed as follows:
| Book value | ||||
|---|---|---|---|---|
| 2009 | 2008 | |||
| Buildings | 726,532 | 737,522 | ||
| Others | 42,808 | 42,808 | ||
| 769,340 | 780,330 |
4.4 INVESTMENTS RECORDED AT FAIR VALUE TROUGH PROFIT AND LOSSES
The amount included in the caption "Investments recorded at fair value through profit and loss" as of 30 June 2009 refers to shares of companies listed in stock exchange markets and are recorded in accordance with its market value as of that date (Note 12).
4.5 ASSETS CLASSIFIED AS HELD FOR SALE OR IN DISCONTINUATION
In the end of December 2008 the industrial paper unit of CPK - Companhia Produtora de Papel Kraftsack, S.A, was closed so its assets and liabilities were classified as in discontinuation (net from intragroup operations).
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
The detail of assets and liabilities from CPK in discontinuation as of 30 June 2009 and 31 December 2008 are as follow:
| 30.06.2009 | 31.12.2008 | |
|---|---|---|
| Tangible assets | - | 2,516,063 |
| Intangible assets | - | 3,194 |
| Inventories | 639,218 | 5,827,543 |
| Customers | 1,874,721 | 4,419,345 |
| Other debtors | 463,492 | 806,842 |
| Other current assets | 1,578,497 | 1,542 |
| Cash and cahs equivalents | - | 1,500 |
| Assets classified as in discontinuation | 4,555,928 | 13,576,029 |
| Provisions | (49,500) | (3,400,000) |
| Suppliers | (178,824) | (1,728,199) |
| Other payables | (178,850) | (101,799) |
| Other current liabilities | (12,571) | (628,216) |
| Liabilities associated with assets classified as in discontinuation | (419,745) | (5,858,214) |
| Assets net from liabilities in discontinuation | 4,136,183 | 7,717,815 |
During the period ended 30 June 2009 the net loss of CPK – Companhia Produtora de Papel Kraftsack, S.A. (net from intragroup operations) amounted to 1,076,768 Euro ((752,764) Euro in 31 December 2008), which is presented in the Income Statement caption "Profit for the period from discontinued operations".
5. CHANGES IN THE GROUP COMPANIES
At 16 April 2008 was signed the F. Ramada – Aços e Indústrias, S.A. demerger public deed. Under the terms of the project, the planned reorganization implies the split of Altri's two business units that manage equity holdings in the pulp and paper sector and in the steel and storage systems sector.
The demerger process originated the constitution of a new company, F. Ramada – Investimentos, SGPS, S.A. ("Ramada Investimentos") and the relevant date for the production of effects of this operation was 1 June 2008, the date when F. Ramada – Aços e Indústrias, S.A. ("F. Ramada - Aços") and its subsidiaries were no longer included in the consolidated financial statements of Altri, SGPS, S.A. As a consequence of the demerger process, F. Ramada – Aços and its subsidiaries contributes during five months to the consolidated income statement of Altri, SGPS, S.A., have been classified as Discontinued Operations, according to IFRS 5 – Non Current Assets Held For Sale and Discontinued Operations.
The impacts of the Ramada – Aços and its subsidiaries' net assets demerger process on the consolidated balance sheet on the 1st of June 2008 (Demerger date) were as follows:
| Demerger date | |
|---|---|
| Tangible and intangible assets | 84,899,532 |
| Goodwill | 2,199,238 |
| Deferred tax assets | 2,681,528 |
| Inventories (b) | 42,408,422 |
| Derivatives | 626,696 |
| Cash and cash equivalents | 39,668,476 |
| Other assets (a) | 94,587,310 |
| Loans | (110,070,311) |
| Provisions | (137,084) |
| Deferred tax liabilities | (401,714) |
| Other liabilities | (116,987,460) |
| Total demerged | 39,474,633 |
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
(a) – The amount of the caption "Other assets" is net of impairment losses in investments of 85,886 Euro and impairment losses in other current assets of 17,071,176 Euro.
(b) – The net amount of the caption "Inventories" corresponds to a gross amount of 42,781,708 Euro and to impairment losses in inventories of 373,286 Euro.
The impacts of the demerger process on the consolidated income statement were as follows:
| Demerger date | |
|---|---|
| Sales and services rendered | 49,278,067 |
| Other operating income | 521,685 |
| Cost of sales | (26,972,174) |
| Other operating expenses | (19,489,828) |
| Financial loss | (1,556,007) |
| Income before tax | 1,781,743 |
| Income tax | (470,208) |
| Net profit | 1,311,535 |
Additionally, during the period ended in 30 June 2009 the Group acquired an additional percentage of 0.229% of Celtejo Group share capital for 91,819 Euro which was fully payed.
6. CURRENT AND DEFERRED INCOME TAXES
In accordance with current legislation, tax returns are subject to review and correction by the tax authorities during a four-year period (five years for Social Security), except when there has 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 subsidiary and associated companies for the years 2005 to 30 June 2009 are still subject to review.
The Board of Directors of Altri believes that any potential corrections resulting from reviews/inspections of these tax returns by the tax authorities will not have a significant effect on the consolidated financial statements as of 30 June 2009.
The movement occurred in deferred tax assets and liabilities in the period ended in 30 June 2009 were as follows:
| 2009 | ||||
|---|---|---|---|---|
| Deferred tax assets | Deferred tax liabilities | |||
| Opening balance as of 1 January 2009 | 10,983,234 | 3,914,691 | ||
| Effect on the profit and loss statement: | ||||
| Tax losses carried forward | 4,045,954 | - | ||
| Other effects | (1,840,859) | (16,639) | ||
| Effect on shareholders' funds: | ||||
| Fair values of derivatives (Note 11) | 409,973 | (2,217,815) | ||
| Closing balance as of 30 June 2009 | 13,598,302 | 1,680,237 | ||
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2009
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
| 2008 | |||
|---|---|---|---|
| Deferred tax assets | Deferred tax liabilities | ||
| Opening balance as of 1 January 2008 | 11,925,730 | 1,884,051 | |
| Effect on the profit and loss statement: | |||
| Harmonization of depreciation rates | 670,696 | - | |
| Other effects | 316,172 | (12,076) | |
| Effect on shareholders' funds: | |||
| Fair values of derivatives (Note 11) | (249,898) | 1,028,678 | |
| Demerger (Note 5) | (2,681,528) | (401,714) | |
| Closing balance as of 30 June 2008 | 9,981,172 | 2,498,939 |
7. SHARE CAPITAL
As of 30 June 2009 the Company's fully subscribed and paid up capital consisted of 102,565,836 shares with a nominal value of 25 cents of Euro each.
As of 30 June 2009 there were no entities holding more than 20% of the subscribed share capital.
8. MINORITY INTERESTS
The movements occurred under this caption during the periods ended 30 June 2009 and 2008 were as follows:
| 30.06.2009 | 30.06.2008 | |
|---|---|---|
| Opening balance | 283,991 | 274,494 |
| Acquisition of 20% of Sosapel - Sociedade Comercial de Sacos de Papel, Lda. | - | (28,877) |
| Acquisition of 0.23% of Celtejo - Empresa de Celulose do Tejo, S.A. (Note 5) | (140,931) | - |
| Net profit attributable to minority interests | (32,040) | 93,631 |
| Closing balance | 111,020 | 339,248 |
(Amounts expressed in Euro)
9. BANK LOANS AND OTHER LOANS
As of 30 June 2009 and 31 December 2008 the captions "Bank loans" and "Other loans" can be detailed as follows: 30.06.2009
| Nominal Value | Book Value | |||||
|---|---|---|---|---|---|---|
| Current | Non current | Total | Current | Non current | Total | |
| Bank loans | 76,909,898 | 150,673,904 | 227,583,802 | 76,687,829 | 149,987,088 | 226,674,917 |
| Bank overdrafts | 3,640,871 | - | 3,640,871 | 3,640,871 | - | 3,640,871 |
| Bank loans | 80,550,769 | 150,673,904 | 231,224,673 | 80,328,700 | 149,987,088 | 230,315,788 |
| Commercial paper | 85,000,000 | 180,000,000 | 265,000,000 | 84,984,800 | 179,610,390 | 264,595,190 |
| Bonds | 21,500,000 | 375,000,000 | 396,500,000 | 21,287,240 | 368,343,553 | 389,630,793 |
| Other loans | 3,218,780 | 57,943,781 | 61,162,561 | 3,218,780 | 57,943,781 | 61,162,561 |
| Other loans | 109,718,780 | 612,943,781 | 722,662,561 | 109,490,820 | 605,897,724 | 715,388,544 |
| 190,269,549 | 763,617,685 | 953,887,234 | 189,819,520 | 755,884,812 | 945,704,332 | |
| 31.12.2008 | ||||||
|---|---|---|---|---|---|---|
| Nominal Value | Book Value | |||||
| Current | Non current | Total | Current | Non current | Total | |
| Bank loans | 50,887,167 | 150,785,809 | 201,672,976 | 50,609,582 | 150,015,292 | 200,624,874 |
| Bank overdrafts | 1,276,882 | - | 1,276,882 | 1,276,882 | - | 1,276,882 |
| Bank loans | 52,164,049 | 150,785,809 | 202,949,858 | 51,886,464 | 150,015,292 | 201,901,756 |
| Commercial paper | 85,000,000 | 115,000,000 | 200,000,000 | 84,974,531 | 114,578,800 | 199,553,331 |
| Bonds | 21,500,000 | 375,000,000 | 396,500,000 | 21,236,178 | 367,814,561 | 389,050,739 |
| Other loans | 4,785,414 | 38,876,656 | 43,662,070 | 4,785,414 | 38,876,656 | 43,662,070 |
| Other loans | 111,285,414 | 528,876,656 | 640,162,070 | 110,996,123 | 521,270,017 | 632,266,140 |
| 163,449,463 | 679,662,465 | 843,111,928 | 162,882,587 | 671,285,309 | 834,167,896 |
In the first semester of 2009 Celbi – Celulose da Beira Industrial, S.A. issued an additional commercial paper program, not yet used, amounting to 65,000,000 Euro.
As of 30 June 2009, there are bank overdrafts in use amounting, approximately, 61.000.000 Euro (approximately 32.900.000 Euro as of 31 December 2008), classified in the caption "Bank Loans".
Additionally, in the first semester of 2009 the Company received additional amounts of repayable benefits related with Celbi's productive capacity expansion and Celtejo's pulp bleaching project, in the total amount of, approximately, 19.000.000 Euro, which is recorded under the caption "Other loans".
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 (Note 12).
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
10. ACCUMULATED PROVISIONS AND IMPAIRMENT LOSSES
The movements occurred in provisions and impairment losses during the period ended 30 June 2009 can be detailed as follows:
| 30.06.2009 | ||||
|---|---|---|---|---|
| Impairment losses in | ||||
| Provisions | current assets | Total | ||
| Opening balance | 5,107,335 | 9,444,693 | 14,552,028 | |
| Increases | 1,000,000 | 50,000 | 1,050,000 | |
| Decreases and utilizations | (3,194,134) | (2,491,396) | (5,685,530) | |
| Closing balance | 2,913,201 | 7,003,297 | 9,916,498 | |
| 30.06.2008 | ||||
| Impairment losses in | Impairment losses in | |||
| Provisions | current assets (a) | investments | Total | |
| Opening balance (a) | 4,817,457 | 24,764,407 | 110,882 | 29,692,746 |
| Increase in demerged activities until demerge date | 72,547 | 618,833 | - | 691,380 |
| Changes in the group - demerger (Note 5) | (137,084) | (17,444,462) | (85,886) | (17,667,432) |
| Changes in the group (Note 4.5) | (412,916) | (425,000) | - | (837,916) |
| Increases | 655,324 | 1,292 | - | 656,616 |
| Decreases and utilizations | (519,428) | (342,749) | (24,996) | (887,173) |
| Closing balance | 4,475,900 | 7,172,321 | - | 11,648,221 |
(a) - Including 1,104,512 Euro relating to impairment losses on acounts receivable recorded as non current assets.
11. DERIVATIVES FINANCIAL INSTRUMENTS
As of 30 June 2009 Altri Group companies held derivative financial instruments to cover the variations in pulp paper prices, in interest and exchange rates, which were recorded at fair value.
Altri Group companies only use derivatives to hedge future cash flows that results from its activity.
The detail of the financial instruments fair value as of 30 June 2009 and 31 December 2008 is as follows:
| Pulp price hedging derivatives |
Interest rates derivatives |
Exchange rates derivatives |
Total | |
|---|---|---|---|---|
| Opening balance as of 31 December 2008 | 12,546,735 | (6,059,446) | - | 6,487,289 |
| Fair value variation/cessation | (10,294,498) | (2,945,408) | 1,925,386 | (11,314,520) |
| Closing balance as of 30 June 2009 | 2,252,237 | (9,004,854) | 1,925,386 | (4,827,231) |
| Pulp price hedging derivatives |
Interest rates derivatives |
Total | |
|---|---|---|---|
| Opening balance as of 31 December 2007 | (4,183,446) | 3,748,671 | (434,775) |
| Demerger (Note 5) | - | (626,696) | (626,696) |
| Fair value variation | 600,206 | 4,031,959 | 4,632,165 |
| Closing balance as of 30 June 2008 | (3,583,240) | 7,153,934 | 3,570,694 |
12. NET FINANCIAL PROFIT
Net financial profit for the periods ended 30 June 2009 and 2008 can be detailed as follows:
| 30.06.2009 | 30.06.2008 | |
|---|---|---|
| Gains and losses in associated companies | ||
| Gains in associated companies | 27,253 | 77,777 |
| Losses in associated companies | (654,841) | (471,001) |
| (627,588) | (393,224) | |
| Gains and losses in other investments | ||
| Losses obtained with treasury applications (Note 4.4) | - | (148,409) |
| Gains obtained with treasury applications (Note 4.4) | 45,884 | - |
| 45,884 | (148,409) | |
| Financial expenses | ||
| Interests | 12,689,549 | 20,187,882 |
| Other financial expenses | 3,267,871 | 1,713,335 |
| 15,957,420 | 21,901,217 | |
| Financial income | ||
| Interests | 1,947,271 | 3,604,296 |
| Exchange gains | 671,379 | 153,389 |
| Other financial income | 106,490 | 1,020,686 |
| 2,725,140 | 4,778,371 |
The caption "Other financial expenses" includes, mainly, expenses with the loans settlement, which are recognized in the Statement of Profit and Losses trough the period of life of those loans (Note 9).
The caption "Gains and losses in associated companies" correspond, mainly, to the appropriation of the Group quote of the results in the investments in associated companies.
13. EARNINGS PER SHARE
Earnings per share for the periods ended 30 June 2009 and 2008 were computed as follows:
| 30.06.2009 | 30.06.2008 | |
|---|---|---|
| Share number considered for the computation of basic and diluted earning | 102,565,836 | 102,565,836 |
| Net profit considered for the computation of basic and diluted earning for continuing operations | (13,150,167) | 5,371,844 |
| Continuing operations earnings per share Basic Diluted |
(0.13) (0.13) |
0.05 0.05 |
| Net profit considered for the computation of basic and diluted earning for continuing and non-continuing activities | (12,073,399) | 8,880,775 |
| Continuing and non-continuing operations earnings per share Basic Diluted |
(0.12) (0.12) |
0.09 0.09 |
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
14. OTHER OPERATING INCOME
As of 30 June 2009 this caption includes, mainly, gains obtained in fixed assets disposal and gains in derivative contracts.
15. SEGMENTAL REPORTING
On 16 April 2008 was signed the F. Ramada – Aços e Indústrias, S.A. demerger public deed. Under the terms of the project, the planned reorganization implies the split of Altri's two business units that manage equity holdings in the pulp and paper sector and in the steel and storage systems sector. This reorganization aimed a bigger focus and transparency on ALTRI's business, and giving each of the areas an opportunity to be better seen and better evaluated by the market.
Furthermore, in the end of 2008 ALTRI decided to shut down its Kraft paper industry unit. This decision was based on the declining Kraft paper business perspectives and on the poor contribute that this unit was giving to Group Altri's EBITDA (a tendency that showed no possibility of reversion).
Therefore, the contributes of this the units mentioned above, on the income statement, was recorded as "Operational units in discontinuation" (Notes 4.5 and 5).
This decision allows Altri Group to focus its activity on its core business, production and commercialization of bleached paper pulp form eucalyptus, so the Board of Directors believe that there is only one business segment.
16. RELATED PARTIES
The participated companies of the Group realize between them and at market prices, transactions that classifies as transactions with related parties.
In the consolidation procedures the transactions between the companies included in consolidation by the full consolidation method are eliminated, once the consolidated financial statements present the owner and its subsidiaries information as one single company.
There were no loans or transactions with Altri Directors during the periods ended 30 June 2009 and 31 December 2008.
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
As of 30 June 2009 and 2008 the balances and transactions with related parties are as follow:
| Sales and services rendered | Purchases and services obtained | Interest income | Interest expense | |||||
|---|---|---|---|---|---|---|---|---|
| Transactions | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 |
| Parent company | - | - | - | - | - | - | 228,809 | 87,240 |
| Group companies (a) | 25,813,284 | 42,178,451 | 24,771,317 | 16,472,716 | 4,464,388 | 5,492,918 | 3,509,082 | 4,470,240 |
| Associated companies (b) | 295,909 | 323,048 | 3,841,973 | 4,535,888 | - | - | 550,004 | 929,695 |
| Other related parties (c) | 2,665,822 | 1,315,132 | 161,725 | 22,808,027 | - | - | 176,493 | 5,743 |
| 28,775,015 | 43,816,631 | 28,775,015 | 43,816,631 | 4,464,388 | 5,492,918 | 4,464,388 | 5,492,918 | |
| Fixed assets acquisitions | Fixed assets disposals | |||||||
| Fixed Assets Transactions | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 |
|---|---|---|---|---|
| Parent company | - | - | - | - |
| Group companies (a) | - | - | - | 31,721,210 |
| Associated companies (b) | - | - | - | - |
| Other related parties (c) | - | 31,721,210 | - | - |
| - | 31,721,210 | - | 31,721,210 |
| Loans | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Accounts receivable | Accounts payable | Obtained | Granted | ||||||
| Balances | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | |
| Parent company | - | 191,878 | 789,656 | 742,786 | 8,000,000 | 10,000,000 | - | - | |
| Group companies (a) | 79,410,121 | 108,276,344 | 76,558,710 | 103,606,747 | 130,371,706 | 123,229,853 | 164,960,826 | 149,751,050 | |
| Associated companies (b) | 62,459 | 21,974 | 2,213,175 | 2,585,287 | 22,842,905 | 15,007,905 | - | - | |
| Other related parties (c) | 4,432,225 | 5,242,001 | 4,343,264 | 6,797,377 | 3,832,786 | 11,114,525 | 86,571 | 9,601,233 | |
| 83,904,805 | 113,732,197 | 83,904,805 | 113,732,197 | 165,047,397 | 159,352,283 | 165,047,397 | 159,352,283 |
(a) All entities consolidated by the full consolidation method as of 30 June 2009 and 2008 (Note 4.1) except from CPK – Papel Kraft, S.A. (Note 4.5);
(b) All entities consolidated by the equity method as of 30 June 2009 and 2008 (Note 4.2);
(c) Were considered as related parties CPK – Papel Kraft, S.A. (Note 4.5) and Group Ramada companies (Note 5) as of 30 June 2009 and 2008.
There are no other transactions with related parties besides the above mentioned.
Besides the companies included in consolidation (Note 4), entities considered as related parties as of 30 June 2009 can be detailed as follow:
Cofihold, S.G.P.S., S.A. F. Ramada – Investimentos, SGPS, S.A. (Note 5) Cofina, SGPS, S.A. Cofina B.V. Efe Erre Participações, S.G.P.S., S.A. Cofina Media, SGPS, S.A. Presselivre – Imprensa Livre, S.A. Edisport – Sociedade de Publicações, S.A. Edirevistas – Sociedade Editorial, S.A. Medianfin, SGPS, S.A. Metronews – Publicações S.A. Grafedisport – Impressão e Artes Gráficas, S.A. VASP – Sociedade de Transportes e Distribuições, S.A. Destak Brasil – Editora de Publicações, S.A. Destak Brasil – Empreendimentos e Participações, S.A. Mercados Globais – Publicação de Conteúdos, Lda. Transjornal – Edição de Publicações, S.A. Web Works – Desenvolvimento de Aplicações para Internet, S.A.
17. NET PROFIT APPROPRIATION
In General Meeting held on 27 May 2009 was deliberated that the 2008 net profit was applied as follow:
| Legal reserve | 1,232,458 |
|---|---|
| Other reserves | 23,416,706 |
| 24,649,164 |
18. FINANCIAL STATEMENTS APPROVAL
The financial statements were approved by the Board of Directors and authorized for issuance in 25 August 2009.
19. EXPLANATION ADDED FOR TRANSLATION
These consolidated financial statements are a translation of financial statements originally issued in Portuguese, prepared using accounting policies consistent with the International Financial Reporting Standards and with accordance with the International Accounting Standard 34 – Interim Financial Reporting, 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.
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
Laurentina da Silva Martins
BALANCE SHEETS AS OF 30 JUNE 2009 AND 31 DECEMBER 2008
| 2008 | ||||
|---|---|---|---|---|
| Gross | 2009 Amortizations and |
Net | Net | |
| Assets | Assets | impairment losses | assets | assets |
| Fixed Assets: | ||||
| Intangible Assets: | ||||
| Research and development expenditure | 54.950 | 35.231 | 19.719 | 28.168 |
| Industrial property and other rights | 1.320 | 1.242 | 78 | 157 |
| 56.270 | 36.473 | 19.797 | 28.325 | |
| Tangible assets: | ||||
| Administrative equipment | 5.534 | 3.277 | 2.257 | 2.364 |
| Investments: | ||||
| Investments in group companies | 60.470.641 | - | 60.470.641 | 60.470.641 |
| Other investments | 58.000.000 | - | 58.000.000 | 58.000.000 |
| 118.470.641 | - | 118.470.641 | 118.470.641 | |
| Current assets: | ||||
| Due from third parties - short term: | ||||
| State and other public entities | 357.872 | - | 357.872 | 333.424 |
| Group companies | - | - | - | 172.806 |
| Other debtors | 4.766 | - | 4.766 | 1.199 |
| 362.638 | - | 362.638 | 507.429 | |
| Banks and cash: | ||||
| Bank deposits | 48.006 | 48.006 | 977.362 | |
| Cash | 488 | 488 | 1 | |
| 48.494 | 48.494 | 977.363 | ||
| Accruals and deferrals: | ||||
| Accrued income | - | - | 88.611 | |
| Deferred costs | 15.200 | 15.200 | 25.469 | |
| 15.200 | 15.200 | 114.080 | ||
| Total amortization and depreciation | 39.750 | |||
| Total impairment losses | - | |||
| Total assets | 118.958.777 | 39.750 | 118.919.027 | 120.100.202 |
(Amounts expressed in Euro)
BALANCE SHEETS AS OF 30 JUNE 2009 AND 31 DECEMBER 2008
(Amounts expressed in Euro)
| Equity and liabilities | 2009 | 2008 |
|---|---|---|
| Equity: | ||
| Share capital | 25.641.459 | 25.641.459 |
| Reserves: | ||
| Legal reserve | 2.862.981 | 1.630.523 |
| Other reserves | 37.975.930 | 14.559.224 |
| Net profit/(loss) for the year | (1.044.954) | 24.649.164 |
| 65.435.416 | 66.480.370 | |
| Liabilities: | ||
| Due to third parties - short term: | ||
| Bank loans | 4.450.000 | 1.385.000 |
| Other loans | 40.000.000 | 40.000.000 |
| Suppliers | 552 | 2.657 |
| Group companies | 8.789.656 | 11.962.461 |
| State and other public entities | 7.824 | 39.624 |
| Other creditors | 421 | 129.217 |
| 53.248.453 | 53.518.959 | |
| Accruals and deferrals: | ||
| Accrued expenses | 235.158 | 100.873 |
| Total equity and liabilities | 118.919.027 | 120.100.202 |
STATEMENTS OF PROFIT AND LOSS BY NATURE FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2009 AND 30 JUNE 2008
(Amounts expressed in Euro)
| Expenses | 2009 | 2008 | |
|---|---|---|---|
| External supplies and services | 110.625 | 291.709 | |
| Payroll expenses: | |||
| Remuneration | 86.635 | 95.458 | |
| Social charges | 17.730 | 16.889 | |
| Depreciation and amortization | 9.010 | 10.029 | |
| Taxes | 11.326 | 17.016 | |
| (A) | 235.326 | 431.101 | |
| Interests and similar expenses | |||
| Interests | 715.772 | 1.071.648 | |
| Other | 133.692 | 229.703 | |
| (B) | 1.084.790 | 1.732.452 | |
| Extraordinary expenses | 2.128 | - | |
| Income tax for the year | (D) | 1.086.918 - |
1.732.452 - |
| (F) | 1.086.918 | 1.732.452 | |
| Net profit/(loss) for the year | (1.044.954) | (1.700.132) | |
| 41.964 | 32.320 | ||
| Income | 2009 | 2008 | |
| Interests and similar income | 33.630 | 25.724 | |
| (C) | 33.630 | 25.724 | |
| Extraordinary income | 8.334 | 6.596 | |
| (E) | 41.964 | 32.320 | |
| Operating results | - (A) | (235.326) | (431.101) |
| Financial results: | (C) - (B-A) | (815.834) | (1.275.627) |
| Current results: | (C) - (B) | (1.051.160) | (1.706.728) |
| Profit/(loss) before income tax: | (E) - (D) | (1.044.954) | (1.700.132) |
| Net profit for the year: | (E) - (F) | (1.044.954) | (1.700.132) |