Annual Report • Jun 18, 2007
Annual Report
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(Translation from the Portuguese original)
| 1. | Message from the Chairman 4 | ||
|---|---|---|---|
| 2. | 2.1. | Board of Directors' Report 5 Sector Review in 2006 5 |
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| 2.2. | Sonae Indústria Business Review in 2006 6 | ||
| 2.2.1. Iberia 6 | |||
| 2.2.2. Central Europe (Germany, France and UK) 7 | |||
| 2.2.3. Rest of the World (Canada, Brazil, South Africa) 8 | |||
| 2.3. | Financial Review of 2006 9 | ||
| 2.4. | Review of the Individual Accounts of the Holding Company 12 | ||
| 2.5. | Treasury Shares 13 | ||
| 2.6. | Proposal for Appropriation of Results 13 | ||
| 2.7. | Outlook 13 | ||
| 2.8. | Dividend Policy 14 | ||
| 2.9. | Acknowledgements 14 |
| 1. | Overview 16 | ||||
|---|---|---|---|---|---|
| 1.1. | Corporate Context 16 | ||||
| 1.2. | History of Growth 16 | ||||
| 1.3. | Values and Culture 17 | ||||
| 1.4. | Governance Structure and the Social Responsibility and | ||||
| Environment Committee (SREC) 18 | |||||
| 1.5. | Commitment to Sustainable Development 18 | ||||
| 2. | Our Responsibility towards the Environment 19 | ||||
| 2.1. | Management Systems 19 | ||||
| 2.2. | Performance / Eco-Efficiency (KPIs) 22 | ||||
| 3. | Our Responsibility towards our People 23 | ||||
| 3.1. | Health and Safety 23 | ||||
| 3.2. | People / Employees 24 | ||||
| 4. | Outlook 25 |
| 0. | Compliance with CMVM Recommendations 26 | |||||
|---|---|---|---|---|---|---|
| 1. | Governing Bodies, Constitution and organization 27 | |||||
| 1.1. Board Composition and Organization 27 |
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| 1.2. Executive Committee Composition and Organization 30 |
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| 2. | Board Committees 32 | |||||
| 2.1. Board Audit and Finance Committee ("BAFC") 32 |
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| 2.2. Social Responsibility and Environment Committee ("SREC") 32 |
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| 2.3. Board Nomination and Remuneration Committee ("BNRC") 33 |
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| 2.4. Board and Corporate Governance Officer 33 |
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| 3. | Board Assesssment 34 | |||||
| 4. | Board and Board Committee Meetings and Attendance in 2006 34 | |||||
| 5. | Directors' Remuneration and Other Compensation 34 | |||||
| 6. | Capital Structure 35 | |||||
| 7. | Voting Rights and Shareholder Representations 35 | |||||
| 8. | Rules for nomination and substitution of members of the Board of Directors and | |||||
| changes to the Company's Articles of Association 36 | ||||||
| 9. | Shareholders' Remuneration Committee 37 | |||||
| 10. Share Price Performance during 2006 37 |
| 11. Investor Relations 38 | |
|---|---|
| 12. Dividend Policy 38 | |
| 13. Share and Share Options Scheme 38 | |
| 14. Transactions with Related Parties 38 | |
| 15. Remuneration of the Statutory External Auditors 39 | |
| 16. Risk Management 39 | |
| 17. Other Positions held by Sonae Indústria Directors 44 | |
| 18. Other Positions formely held by Sonae Indústria Directors 48 |
Extract from the Minutes of the Annual General Shareholder's Meeting
Back in 2005, our management team embraced the challenge of redefining the strategy for Sonae Indústria. At that time, the Group had just come through an extremely challenging period, having digested the aggressive expansion plan of the previous 5 years and was beginning to recover from the significant economic downturn in our core European markets during the early years of 2000. Sonae Indústria then stood as one of the leading wood panel players in the world, with prime manufacturing capacity in 9 countries, spread over 4 continents, each region presenting clearly different market dynamics and levels of profitability. The outcome of our strategic reflection was that we should continue to grow profitably as a multi-regional wood panel manufacturer, maintaining a strong balance sheet and focusing on increasing productivity in the geographies where we already had an industrial presence.
We defined guidelines for the 3 main regions in which we operate: Iberia: to protect market share and profitability; Central Europe (Germany, France and the UK): to increase our profitability, whilst playing an active role in sector consolidation; and the Rest of the World (Canada, Brazil and South Africa): to expand in our more profitable growth markets.
I am pleased to report that, just two years later, we have clearly made clear progress in the execution of this strategy.
2006 was a particularly busy year. We entered into a joint-venture agreement with Tarkett for production and commercialization of laminate flooring based at our Eiweiler MDF plant. Also in Germany, we acquired the 3 production sites of the Hornitex Group, thereby increasing our capacity by 1.4 million m3 and contributing to market consolidation in the Central European panels sector. In September, we acquired a particleboard plant in South West France which we integrated into our Iberian management structure and in July we announced the intention to acquire the minority shareholdings in our subsidiary Tafisa, the bid was authorized by the Comision Nacional del Mercado de Valores (CNMV - The Spanish Securities Exchange Regulator) on 13 April 2007. In line with our goal of growth in our more profitable markets, we started construction of a new particleboard line at our White River plant in South Africa, which will be operational by 2Q07, and increased our melamine facing capacity in Canada, in order to raise our exposure to the higher value-added segments of the market.
Unfortunately, we suffered a setback at our Canadian operation when a fire broke out on one of our two particleboard lines in April. Thankfully, none of our employees were seriously injured. However, the production line was seriously damaged and is currently under reconstruction.
Consolidated Turnover in 2006 was 1.7 billion euros, an increase of 16% compared with 2005 and a consolidated EBITDA increased to 234 million euros, compared with 208 million euros in 2005. We began 2006 facing a tough market environment due to the relentless increases in raw material prices, particularly for oil related costs such as transport and energy. However, this negative pressure was offset during the year by delivery of increased operating efficiencies, good underlying volume growth and good price performance in our main geographies. This was helped by the gradual recovery in the economic climate and by sector consolidation in Central Europe.
Socially responsible behaviour is present in everything we do and we are striving to further improve our actions and communication in this field. In the second quarter of 2007, we will be issuing our first Sustainability Report which will provide a more global picture of how we approach sustainable management and what we are actually doing across our businesses. We have already made important inroads in specific areas, in particular in relation to our employees, health and safety standards and environmental management and our actions are supported by our pursuit of best practices in corporate governance and business ethics.
I am confident that the foundations are now laid for Sonae Indústria to continue to develop its strategy of profitable and sustainable growth and I am very proud to be able to count on such a capable and committed team.
The European wood panels sector was characterized globally by an increase in demand which, together with a shortage in wood supply driven by a harsh winter, and the fact that some factories in Central Europe decided to execute maintenance stoppages as a result of this shortage, led to a more favourable market environment, particularly for particleboard. In December, Euroconstruct increased its estimates for growth of the construction sector in 2006 to 3.2% (previously 2.6%) on the back of stronger residential demand and larger investment in civil works, although performance differs widely from country to country. In addition, preliminary estimates for the furniture industry from the UEA (Union Européenne de l'Ameublement) indicate that 2006 was globally a positive year, in particular for the most recent EU member states.
The laminate flooring market posted weaker performance in Europe, mainly as a result of lower exports to North American markets. However, due to the improvement recorded in other industries and in export markets, sales volumes of MDF increased in 2006. OSB was also in strong domestic demand thereby offsetting the downturn in exports to the US following the weaker housing market and the new capacity installed.
The effect of the improved market environment was diluted by an increase in production costs, namely in terms of energy related costs, resins and wood. In 2H06, reported methanol production problems led to a shortage in supply in European and North American markets, thereby driving a significant hike in prices and consequently in resin costs. Also during 2H06, wood costs suffered substantial upward pressure as a result of increased competition for wood as a source of energy for power plants and for domestic purposes, as a substitute for oil, gas and electricity.
In North America, market data points to a slowdown in consumption of particleboard in the latter part of the year, due to lower demand from the furniture industry and the US construction sector. Furniture production appears to be weaker due to lower internal consumption and to pressure from Asian imports. The North American particleboard sector in late 2005 and early 2006 was marked by the closure of some capacity, which, together with the fire at our Canadian plant led to a shortfall of capacity and a subsequent increase in prices which only began to subside in 4Q06. During the first months of 2006, increased OSB capacity led to record production volumes. However, the build-up in capacity combined with the fall-off in the construction market, led to a decline in OSB prices in 2H06. Therefore, driven by weaker prices and rising costs, in particular of wood in North East America and Canada, a number of OSB producers eventually curtailed
capacity in 2H06. In contrast to weaker particleboard and OSB volume sales, MDF recorded a positive trend during 2006.
The Brazilian market performed very well in 2006 with strong volume growth in particular of MDF and favourable price evolution, despite further deterioration in competitiveness of the Brazilian furniture industry due to a stronger BRL. In South Africa, the building sector continued to perform well with the main constraining factor being capacity. As a result, imports of most building related materials continued to flourish, despite the devaluation of the ZAR, which lost 18% against the USD and 22% against the Euro.
Regarding market consolidation a number of transactions occurred in 2006. The most significant ones in Europe were our acquisition of the assets of the Hornitex Group in Germany and of the Darbo particleboard plant in South West France and Weyerhaeuser's sale of its MDF plant in Ireland to Coillte. In North America, Weyerhaeuser sold its wood panels business to the Canadian operator Flakeboard and Georgia Pacific sold six particleboard plants and one MDF plant to Roseburg Forest Products.
2006 was a strong year for the Iberian wood panels business, with good volume growth and a healthy economic environment. Underlying trends in the Portuguese and Spanish markets were mixed. In Spain, the construction sector performed strongly with an estimated 600 thousand new homes being built and a growth in furniture consumption of between 2% and 3%. Importantly as regards the Spanish furniture sector, imports seem to be stabilizing and Spanish producers appear to be increasing their level of exports. In Portugal, exports from the furniture industry continue to increase representing already more than 50% of total production in 2006. Construction remains lacklustre in Portugal recording a further reduction in new housing starts, although some improvement was felt in the renovation sector.
In this region we continue to focus on protection of our market share and profitability. To this end, marketing activity has concentrated on improving the level of customer service, management of the product portfolio and consolidation of our position in strategic export markets. Our industrial mindset has been directed at eco-efficiency, health and safety and overall improvement in productivity. As from 4Q06, the Darbo PB plant in South West France was consolidated into our Iberian operations, further strengthening our market position in the region.
Financial performance was very good in 2006. We achieved an increase in Turnover in Iberia of 10% to 476 million euros, supported by growth in sales volumes and an average increase in prices. Greater production efficiencies and improved wood management achieved at our Iberian plants helped to offset the pressure felt on input prices, namely the cost of chemicals.
Recurrent EBITDA was 72 million euros, representing 15% as a percentage of Turnover and an increase of 19% in comparison with 2005. The decline in EBITDA margin in 4Q06 is primarily a consequence of the inclusion of the Darbo plant which generated significantly lower profitability than in the rest of Iberia however we anticipate that it will increase to close to the average of the region in the medium term.
Market conditions in Western and Northern Europe started to recover driven by strong demand from Eastern Europe and healthy domestic business performance. All industry segments recorded stronger demand for wood panels, as did trade and DIY channels. The downward trend in the construction sector of the past years reverted and new investments increased by 3.6% compared with 2005. French domestic demand was active, helped by a stronger construction sector. The furniture industry posted good performance albeit this sector could be at risk from consolidation activity. Our UK business has also benefited from stronger housing and civil engineering activity, although the furniture industry has been slow due to low levels of consumer expenditure linked to the higher interest rate environment.
The most relevant to the industry structure was our acquisition of the Hornitex Group assets in July 2006 and our reinforced entry into the laminated flooring market in cooperation with Tarkett.
Our sales performance was good during 2006, Turnover increasing by 27% compared with 2005 to 938 million euros, of which 147 million euros represent 6 months contribution from the Hornitex plants. The increase in sales of PB was influenced by the improvement in demand from German and Eastern European customers. MDF sales increased marginally over 2005 although stronger growth was recorded in more speciality MDF products as a result of the pick-up in construction. As regards sales of OSB, volumes declined in 2006 with the fall-off from the previously high levels of sales to the US market. Demand at our Knowsley plant in the UK was strong, reinforced by some
closures of capacity by competitors and to lower levels of imports, mainly due to the good domestic markets for European producers. In all three countries, average prices have posted significant increases after the erosion felt in 2005.
Profitability was affected by rising input costs, in particular of wood, resins and energy with the pressure on wood prices becoming very strong in the latter part of the year.
Production efficiency increased in 2006 thanks to strong market demand which drove higher capacity utilization and to industrial improvements made at our French plants. With the launch of flooring production at our Eiweiler plant, our flooring activity in this region was concentrated at this plant, leading to closure of our flooring line at Ussel in France. Our UK production output increased significantly in 2006 as a result of the investments in cleaning technology for recycled wood that we had made during 2005.
The integration process of Hornitex is well underway and important synergies have already been achieved in key areas such as raw material purchasing and customer relationship management, and also allocation to the most appropriate plants. The principal investments made to date have been to modernize industrial equipment and to improve general information systems.
Central Europe Turnover & Recurrent EBITDA Margin
Recurrent EBITDA for Central Europe increased, by 38%, to 58 million euros in 2006, of which 18 million euros were generated by the Hornitex plants, which were consolidated as from 1 July 2006.
North American markets were affected by two main factors in 2006 – consolidation and industry closures. Between June 2005 and April 2006, around 10% of the capacity was closed, although one of the lines was restarted later in the year due to stronger market conditions. Imported furniture from Asia continues to place pressure on the North American furniture manufacturing industry. New housing starts peaked in 2006 at a 30 year-high and by 4Q06, new housing and existing housing inventories had recorded a sharp correction in demand. The softwood lumber dispute between Canada and the United States was resolved in 2006, although many sawmills in Canada have reduced their activity, affected by the strength of the CAD against the USD and the lower price for lumber products.
The Brazilian wood-panels market recorded very strong growth in 2006, helped by the more stable macroeconomic climate with more controlled inflation, the gradual reduction in interest rates, lower unemployment and a gradually increasing level of average
income. The strongest growth in volumes was in the MDF and flooring market's and the global pricing environment remained relatively stable, with some improvement in MDF prices.
Demand in the South African market was on a par with 2005. However residential building permits showed a negative trend in contrast with non-residential building permits that increased in 2006 in comparison with 2005. Four consecutive interest rate hikes have led to a slowdown in consumer spending and in the housing market. The Rand devalued throughout most of 2006, losing 18% against the USD and 22% against the Euro. Local demand for wood panels was strong, although capacity is currently capped, therefore market shares remained relatively stable. The risk of imports into South Africa by South American players was undermined as the latter were equally constrained in terms of available capacity.
Taking into consideration the damaged line in Canada, our industrial performance in these 3 countries was good. In particular, in Brazil capacity utilization increased to 88% in 2006, compared with 72% in 2005, leading to a significant improvement in industrial efficiency further helped by a favourable evolution in some of our key variable costs, namely the price of wood. South African capacity utilization was again much stretched in 2006, at 99%. However both chemical and wood costs increased significantly in 2006 thereby affecting operating margins. In 2006 we started the investment in our new particleboard line at our White River plant in South Africa. Construction of the new line is going as planned and it is expected to start operating in 2Q07.
Turnover for the "Rest of the World" (ROW) was 347 million euros, representing no growth over 2005. Due to the fire at our PB line 2 in Canada, volumes sold in 2006 reduced significantly in comparison with 2005.
Recurrent EBITDA in the RoW increased by 18% to 96 million euros, representing 28% as a margin of turnover. However this reflects a combination of stronger performance in Brazil and a higher relative margin in Canada due to a lower turnover and the insurance compensation for business interruption.
Our business grew significantly in 2006, driven by the underlying growth in volumes and prices and by the expansion of our asset base primarily, as a result of the acquisition of Hornitex and Darbo. In order to compare the performance of 2006 with that of 2005, it is important to keep in mind the impact of four main effects: (i) the acquisition of the Hornitex assets in Germany which are consolidated in our accounts as from 1July 2006;
(ii) the acquisition of the Darbo plant in France, consolidated as from 30 September; (iii) the contribution of the Eiweiler plant to the 50%-50% partnership with Tarkett, which was formalized on 29 September 2006 and (iv) the effects of the fire at our Canadian particleboard line 2 on 17 April 2006.
| (euro millions) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 4Q'05 | 3Q'06 | 4Q'06 | 4Q'06 / 4Q'05 |
4Q'06 / 3Q'06 |
2005 | 2006 | %chg 06/05 |
|
| Turnover | 377 | 431 | 495 | 31% | 15% | 1.465 | 1.699 | 16% |
| Other Operational Income | 19 | 46 | 36 | 89% | (21%) | 64 | 119 | 87% |
| EBITDA | 44 | 75 | 61 | 41% | (18%) | 208 | 234 | 13% |
| Recurrent EBITDA | 42 | 57 | 71 | 70% | 23% | 183 | 223 | 22% |
| Recurrent EBITDA Margin % | 11,0% | 13,3% | 14,3% | 12,5% | 13,1% | |||
| Depreciation and amortisation | (27) | (27) | (31) | 17% | 16% | (102) | (108) | 6% |
| Operational Profit | 21 | 37 | 36 | 73% | (2%) | 108 | 120 | 11% |
| Net Financial Charges | (13) | (18) | (17) | 28% | (8%) | (44) | (68) | 54% |
| Profit before taxes (EBT) | 7 | 19 | 19 | 153% | 2% | 64 | 52 | (19%) |
| Taxes | (6) | (11) | (0) | (93%) | (96%) | (28) | (19) | (33%) |
| Net Results attributable to Sonae Indústria Shareholders | 2 | 6 | 17 | 725% | 177% | 36 | 32 | (11%) |
Our Consolidated Turnover was 1,699 million euros in 2006, compared with 1,465 million euros in 2005. Of this, 164 million euros results from the change in our consolidation perimeter with the inclusion of the Hornitex plants which contributed with 6 months activity and of the Darbo plant which contributed with 3 months. Adjusting for these effects, Consolidated Turnover increased by 5% in 2006 to 1,536 million euros on a "like for like" basis.
A global trend felt to a greater or lesser degree in all our operations was the increase in raw material prices. 2006 was marked by the strong hike in oil prices which affected our input costs, particularly direct energy costs, transport costs and resin costs. The cost of wood in some regions increased significantly, especially in Central Europe, driven by competing demand from biomass energy plants and the use of wood as a domestic source of heating.
Consolidated Recurrent EBITDA was 223 million euros, representing an EBITDA margin of 13.1%. Comparable EBITDA, adjusting for Hornitex and Darbo, was 215 million euros, up 17% on 2005. The non-recurrent items recorded in 2006 were 11 million euros: these include an 18 million euro positive effect from the contribution of the Eiweiller assets to the JV with Tarkett, partially offset by restructuring charges of approximately 9 million euros at Hornitex.
Depreciation charges in 2006 were 108 million euros, 10.4 million euros of which relate to depreciation at Hornitex and Darbo. The acquisitions of Darbo and Hornitex in 3Q06 were accounted for at acquisition value. In 4Q06 the purchase price was allocated between the respective assets based on the result of their fair value assessment, in accordance with IFRS3 relating to business combinations, thereby generating a Negative Goodwill taken to results of 19.6 million Euros. In terms of results this effect was offset by restructuring costs of 20,2 million euros (8.6 million euros accounted for as staff costs and 11.6 million euros as provisions).
Operating Results (EBIT) increased in 2006 to 120 million euros compared with 108 million euros in 2005.
Net financial charges in 2006 were 68 million euros, compared with 44 million euros in 2005 and were composed of:
| Millions of Euros | 2005 | 2006 |
|---|---|---|
| Net Interest Charges | (-30.6) | (-37.3) |
| Net Exchange Gains/Losses and Hedging | 10.1 | (-4.3) |
| Costs | ||
| Net Financial Discounts and Other Net | (-23.7) | (-26.1) |
| Financial Charges | ||
| Total Net Financial Charges | (-44.1) | (-67.8) |
The increase in Net Interest Charges results from a combination of the higher level of gross debt and the higher interest rate environment. The negative Net Exchange Losses and Hedging Costs of 4.340 million euros, which contrast with a positive value of 10.154 million euros in 2005 is explained by the negative exchange rate movements in 2006, particularly in terms of the ZAR/EUR, whereas in 2005 the movements were favourable.
The Tax Charge for 2006 was 18.7 million euros compared with 27.8 million euros in 2005 and was split between Current Tax and Deferred Tax Reversals as follows:
| Millions of Euros | 2005 | 2006 |
|---|---|---|
| Current Tax | 8.4 | 14.1 |
| Deferred Tax Reversals | 19.4 | 4.6 |
| Total Tax Charge | 27.8 | 18.7 |
As a result of the increase in Operating Profitability and of higher Negative Net Financial Charges, in 2006, Sonae Indústria generated Consolidated Net Results Attributable to Equity Holders of 32 million euros, which compares with 36 million euros in 2005.
CAPEX1 in 2006 was 312 million euros, of which the main components were the acquisition of Hornitex and Darbo and the White River expansion project. Working Capital at the end of 2006 was 279 million euros, which compares with 233 million euros at the end of 2005. Additional working capital requirements resulting from the acquisitions of Hornitex and Darbo were 49 million euros.
1 Change to Gross Fixed Assets in period
| 2005 | 2006 | % chg 2006 / 2005 |
|
|---|---|---|---|
| Non Current Assets | 1.241,6 | 1.360,3 | 10% |
| Tangible Assets | 1.128,0 | 1.234,6 | 9% |
| Goodwill | 44,5 | 51,1 | 15% |
| Deferred Tax | 52,7 | 60,0 | 14% |
| Other Non Current Assets | 16,5 | 14,6 | (11%) |
| Current Assets | 560,9 | 795,7 | 42% |
| Inventories | 164,0 | 214,0 | 30% |
| Trade Debtors | 239,9 | 290,2 | 21% |
| Cash & Investments | 119,9 | 194,1 | 62% |
| Other Current Assets | 37,2 | 97,4 | 162% |
| Total Assets | 1.802,5 | 2.156,0 | 20% |
| Shareholders' Funds | 483,5 | 520,0 | 8% |
| Minority Interests | 45,0 | 28,1 | (37%) |
| Shareholders' Funds + Minority Interests | 528,5 | 548,1 | 4% |
| Interest Bearing Debt | 753,7 | 943,0 | 25% |
| Short term | 89,1 | 140,9 | 58% |
| L-M term | 664,7 | 802,1 | 21% |
| Trade Creditors | 183,4 | 258,8 | 41% |
| Other Liabilities | 336,9 | 406,0 | 21% |
| Total Liabilities | 1.274,1 | 1.607,8 | 26% |
| Total Liabilities, Shareholders' Funds and | |||
| Minority Interests | 1.802,5 | 2.156,0 | 20% |
Net Debt has increased significantly in comparison with 2005 as a result of the Hornitex and Darbo acquisitions and the expansion project at White River. Although the full impact of these acquisitions is included in the Balance Sheet, the impact on the income statement reflects only 6 months of operations at Hornitex and 3 months at Darbo as these were consolidated as from 1 July and 30 September respectively. This asymmetrical effect leads to a temporary deterioration of financial ratios. Net Debt at the end of 2006 was 749 million euros resulting in a Net Debt to EBITDA ratio of 3.2. Gross Debt increased from 751 million euros in 2005 to 943 million euros in 2006.
Sonae Indústria, SGPS, SA, as the holding company of the Sonae Indústria Group, defines the strategic guidelines for the Group and actively manages shareholdings and monitors the business activity of its subsidiaries. Amongst its main activities it is responsible for the global finance function, allocating funds for investment and for treasury requirements of its subsidiaries.
The main financial transactions that occurred during 2006 were:
euros relating to an issue made on 12 December 2006 that matures on 11 January 2007. Interest for this issue was 3,953% .
The existing Sonae Indústria, SGPS, SA, resulted from the demerger-merger-merger process of Sonae Indústria from Sonae SGPS, SA that was completed on 15 December 2005. The 126,510,092 shares in the new Sonae Indústria, SGPS, SA distributed to Sonae SGPS, SA shareholders and the 9,322,350 shares distributed to Sonae SGPS, SA in this process, were listed on the Euronext Lisbon stock exchange on 20 January 2006.
On 28 July 2006 Sonae Indústria SGPS announced a public tender offer for 39,546,174 shares of Tableros de Fibra, SA (Tafisa) held by minority shareholders at an offer price 1,54 euros per share. The delisting from the Madrid stock exchange was approved at Tafisa's Extraordinary Shareholder Meeting on 13 September 2006 and the formal request for registration of the tender offer was delivered to the Comision Nacional del Mercado de Valores (CNMV - The Spanish Securities Exchange Regulator) on 12 December 2006. The deal was authorized by the CNMV on 13 April 2007.
The Company did not acquire or sell any own shares during the year. As at 31 December, the Company did not hold any own shares.
Sonae Indústria SGPS SA, as the holding company of the Group on an individual accounts basis, generated Net Profits of 25.6 million euros for 2006. The Board of Directors will propose to the Shareholders' General Meeting that no dividend should be paid in order to continue to strengthen Shareholders' Funds to mitigate the increased borrowing resulting from the acquisitions made during 2006 and that Net Profit for the year should be appropriated as follows:
| Euros | 2006 |
|---|---|
| Legal Reserves | 1,280,144.20 |
| Free Reserves | 24,322,739.80 |
| Proposed Dividend | 0.00 |
Our expectations for underlying business performance in terms of sales volumes and market prices in our main geographic regions are positive for 2007, although pressure is likely to remain from wood and resin prices. We will continue to concentrate on
increasing the profitability of our existing asset base aiming to deliver further production and process based operating efficiencies, supported by continuous innovation at all levels of our organization.
During 2007, our team will give top priority to the integration of the assets we acquired during 2006, the launch of our new production line in South Africa in 2Q07 and to the return to production of our Canadian particleboard line 2 scheduled for 3Q07.
Sonae Indústria has not distributed dividends in recent years as it has opted to strengthen its balance sheet after the significant deterioration in shareholders' funds as a result of losses accumulated up to 2003. As Sonae Indústria now has recovered its financial strength and is generating positive results, a policy of distributing up to 50% of Net Results attributable to the shareholders of Sonae Indústria will be proposed. Each year, the actual pay-out ratio will be proposed taking into consideration this target pay-out ratio of 50% and the investment opportunities that the Board plans to execute in the near future.
We would like to thank our employees for their continuous dedication to Sonae Indústria throughout the year. It is due to their commitment and to the strong and lasting relationships established with our customers, suppliers and local communities that we have become one of the leading wood panel producers in the World. In turn, we reconfirm the commitment of our management team to pursuing sustainable business practices and culture in all that we do. We would also like to thank our equity and debt holders for their confidence in the value and potential of Sonae Indústria and for their continued support of our growth strategy as a leading multiregional wood panels producer. We also extend our thanks to the Statutory External Auditors for their advice and valuable assistance throughout the year.
Maia, 19 April, 2007
Belmiro de Azevedo
_________________________
_________________________
Álvaro Cuervo
_________________________ Ángel Altozano
_________________________ Paulo Azevedo
_________________________ Per Knuts
_________________________ Thomas Nystén
_________________________ Carlos Bianchi de Aguiar
_________________________ Christian Schwarz
_________________________ Rui Correia
_________________________ José Antonio Comesaña
_________________________ Louis Brassard
We are one of the largest wood based panel producers in the world, with plants in 34 countries worldwide, spread across 4 continents. Our business is focused on production of panels and our ambition is to continue to grow, sustainably, as a leader in our sector, generating superior returns and maintaining a healthy balance sheet.
HPL : High Pressure Laminates C : Components R : Resins
Our first plant was established in 1959 in the North of Portugal. Initially, we grew through acquisitions of local players in Portugal and then in 1989, expanded into the UK with the acquisition of Spanboard in Coleraine, Northern Ireland. In 1993 we initiated the acquisition of the Tafisa Group, which at that time had operations in Spain and Canada. Throughout the 90's we made a number of acquisitions and significant investments in greenfield projects in Brazil, UK, South Africa and Canada and in 1998 we expanded into Germany and France when we bought the German Group Glunz. By 2001, we had increased our raw board production capacity to more than 8 million m3 , compared with just 5.3 million m3 in 1999. More recently in 2006 we bought another large German operator, Hornitex, and a plant in Linxe in the South West of France, bringing our raw board production capacity at the end of 2006 to 10 million m3 .
SONAE INDÚSTRIA RAWBOARD CAPACITY
An understanding of how our Group grew to become what it is today is important to comprehend the cultural diversity of our various operations. As a leading consolidator over the past years, we have absorbed a number of different corporate and geographical cultures. We believe that we have been successful in conveying Sonae values and culture, the Sonae "way of doing things", and yet we have always been conscious of the importance of open mindedness. As a result, we have clearly benefited over the years from the knowledge and experience of the new employees that have joined our organization.
Although relatively informal, the value culture of Sonae Indústria is strongly embedded in our day to day practices, and has its origins in the values of the Efanor/Sonae Group.
Our value system is focused on four main areas: the promotion of an entrepreneurial culture; socially responsible business practices; an ongoing commitment to our employees; and independence from political influences. Our proven ability to grow and to create value over the past decades is clearly derived from our entrepreneurial mindset and our readiness to embrace change through continued innovation, in both products and processes. Our managers are challenged on a daily basis to develop their leadership skills, at all levels of the organization, and we strive to provide them with the tools and motivation to develop their
talent, primarily through continuous training and educational programmes, a merit based evaluation and career development process and a stimulating and healthy work environment. Although conscious of the importance of maintaining good relationships with the relevant regulatory and government agencies in our various markets and business segments, we strive to maintain independence from political influence of whatever nature.
Within the context of our commitment to reporting on sustainability at Sonae Indústria, we are in the process of formalizing our work ethics in a code of conduct and will be able to report on implementation of the code and related governance structures in future sustainability reports.
Sonae Indústria is committed to being a reference in Corporate Governance practices and has in place sound governance rules and well balanced structures (details of the composition, role and activity of our governing bodies and processes may be found in the Corporate Governance section of this annual report).
Within our Board Committees we established a Social Responsibility and Environment Committee (SREC) in 2004, which has responsibility to analyse and monitor the impact of the economic, environmental and social dimensions of sustainability.
The SREC is responsible for reviewing and advising the Board on the information and reporting on these issues for inclusion in our interim and full year Report and Accounts and has challenged us to launch our sustainability strategy and publish our first sustainability report during 2007.
We have made significant progress in our sustainability activities over the past couple of years, with the development of key horizontal corporate functions such as Health & Safety, Environment & Eco-efficiency and Risk Management. During 2006, the Executive Committee reinforced their commitment to sustainability issues with the approval and public signature of a Global Health and Safety Policy at an internal meeting at which top managers from around the world were present. Also in 2006, we renewed our Corporate Environmental Policy to reinforce the Group's commitment to critical issues such as sustainable sourcing of raw materials and the adoption of sustainable development and eco-efficiency principles in all business practices.
While still integrated in the Sonae SGPS Group, in 2004, Sonae Indústria became a signatory of the Global Compact. We adhere to all the principles advocated by the Global Compact and through the progress made in our sustainability reporting will be able to formally report on progress made over coming years. The following sections provide a brief overview of what we have achieved to date.
The following section describes the main developments in implementing the Sonae Indústria Environmental Policy.
Further integration of environmental management into operations and the development of the framework for Corporate Environmental Surveys (CES) were the main achievements during 2006.
The CES also address the environmental information system to guarantee further improvements in data quality and reliability. A summary of the key environmental indicators is also disclosed in this section.
The development and implementation of integrated management systems within Sonae Indústria has been a continuous effort over recent years.
We view quality management to be almost a prerequisite for operating in such a highly standardised sector as ours.
As regards environmental management, we have developed systems at plant level, which are the basis for establishing and implementing our environmental policy.
Integration of these management systems is fostered to enhance efficiency and avoid unnecessary paper work.
Third party certification of our quality and environmental management systems can be summarized as follows (situation at 31st December 2006 with 2007 objectives in brackets):
| Quality | Environment | Forest products chain-of-custody | ||
|---|---|---|---|---|
| ISO 9001 | ISO 14001 | PEFC | FSC | |
| Maia* | 1 | |||
| Mangualde | 1 | (2007) | (2007) | |
| Oliveira do Hospital | 1 | 1 | (2007) | |
| Sines** | 1 | 1 | not applicable | not applicable |
| Betanzos | 1 | 1 | ||
| Linares | (Feb 2007) | (2007) | 1 | |
| Solsona | 1 | 1 | ||
| Valladolid | 1 | 1 | ||
| Linxe | 1 | 1 | ||
| Auxerre | 1 | 1 | ||
| Châtellerault | 1 | 1 | ||
| Le Creusot | 1 | 1 | ||
| Lure | (Jan 2007) | 1 | ||
| St Dizier | 1 | 1 | ||
| Ussel | (Jan 2007) | 1 | ||
| Meppen | 1 | 1 | 1 | 1 |
| Eiweiler | 1 | 1 | 1 | 1 |
| Nettgau | 1 | 1 | 1 | |
| Kaisersesch | 1 | 1 | 1 | |
| Horn | 1 | (2007) | 1 | |
| Beeskow | 1 | (2007) | 1 | |
| Duisburg | 1 | (2007) | 1 | |
| Knowsley | 1 | 1 | 1 | 1 |
| Coleraine | 1 | 1 | ||
| Panbult | 1 | 1 | ||
| White River | 1 | 1 |
Sonae Indústria is committed to the sustainable use of forest resources, mainly wood - our prime raw material.
Whenever relevant for our local markets, we seek independent certification of sound procurement practices of our forest products chain-of-custody, thereby demonstrating that wood-based raw materials come from sustainably managed sources.
The two major sustainable forest management and chain-of-custody certification schemes are: PEFC, Programme for the Endorsement of Forest Certification schemes and FSC, Forest Stewardship Council.
Twenty major plants have certified their forest products chain-of-custody.
Eleven major plants have been certified by ISO 14001 and another six are targeting certification in 2007.
On July 2006, the Sonae Indústria Executive Committee approved a global framework for Corporate Environmental Surveys (CES), including a comprehensive assessment of environmental compliance site by site.
CES have three main components:
The list of regulatory obligations set out in site-specific checklists will be reviewed every year to ensure that the documents are updated with new or emerging regulations.
These checklists were prepared as a tool to verify legal and regulatory compliance in accordance with the ISO14001 standard for environmental management systems.
CES are one of the major drivers for updating the Eco-efficiency Action Plans at site level. These are medium-long-term plans including all investments and major costs needed to improve eco-efficiency performance at each plant.
Key eco-efficiency performance indicators are presented below. Further information on their evolution may be found in the Sonae Indústria Sustainability Report 2006.
The following section highlights the most significant events and statistics related to people and health & safety.
As already mentioned, ensuring employee health and safety is a core value for Sonae Indústria.
During 2006, a comprehensive health and safety diagnosis was performed. Despite a significant increase in our focus on safety efforts, each site still has a different approach to health and safety and varying levels of performance were reported by country.
In order to harmonize performance, we developed Corporate Health & Safety Standards that reflect the commitment and concerns of our organization.
In spite of our efforts, we regret to report that six fatal accidents occurred during 2006 at our sites, involving two employees and four contractors. Serious injuries and fatalities remain a major concern and all significant incidents are fully investigated and reported to the Executive Committee. Corrective actions are undertaken and safety processes improved with lessons learned being shared across our organization.
We held a health and safety road show, involving all countries to present the Corporate Standards and to ensure that all managers are aware of our strategy and its implications for each site. During the sessions we provided training on the Standards and identified the most prominent gaps in current practices at each site. This training facilitated the formulation of action plans at each plant which will form the basis for developing site procedures and working practices to ensure full compliance with the Standards by 2010.
| Number | 20 |
|---|---|
| Number of attendees (Managers and Supervisors) | 230 |
| Number of information/training hours | 5,364 |
In 2006, more than 110 thousand hours were invested in training programmes, worldwide, 26% of the time being dedicated to specific health and safety related programmes.
| 2006 | 2005 | 2004 | 2003 | |
|---|---|---|---|---|
| Absenteeism (% work hours) | 4.0% | 5.0% | 4.3% | 4.8% |
| Training (thousands of hours) | 110 | 80 | 72 | 67 |
| Health and safety training (as % of total hours of | 26% | 24% | 27% | 19% |
| training) | ||||
| % of total working time lost to injuries | 0.5% | 0.6% | 0.8% | 0.8% |
During 2006, we implemented new corporate KPI's to monitor performance and compliance with Standards. For 2007 and 2008, a set of corporate actions will be developed to support and monitor implementation of the Standards such as:
Sonae Indústria values and principles respect internationally proclaimed Human Rights, and to date no complaints have been lodged against us for infringement or complicity in Human Rights abuses.
Sonae Indústria does not engage in any form of forced or compulsory labour or in labour discrimination of any sort and has a minimum hiring age of 18.
At 31 December 2006, Sonae Indústria employed 7,049 people (86% male / 14% female), 30% more than in the previous year, mainly due to the acquisitions of Hornitex (1.369 employees) and Darbo (150 employees). The integration of the new employees into the Sonae Indústria Group and the continuing delivery of productivity improvements is a major challenge for 2007.
In 2006, we launched our first global "Social Climate Survey", which had a participation rate of almost 60%. All employees involved were informed of the results and of the ExCom's commitment to work for continuous improvement in the areas that this survey revealed to be in need of further developments.
In Spain, a compensation agreement was reached with the workers' representatives for the period 2006-09 (2006-08 for the Valladolid plant) and, in France, negotiations have been started with the objective of harmonizing the compensation and benefits at the different plants.
In Canada, during the 4th quarter, negotiations with the labour representatives were successfully concluded, with a compensation agreement valid until 2011.
In South Africa, Sonae Novobord placed great emphasis on initiating various Corporate Social Investment projects specifically in the areas of education, health and safety (HIV / Aids) and the environment. Most of the projects are ongoing for 2007 having a two to three year life span. Significant inroads were also made in respect of the recruitment of previously disadvantaged individuals (PDI's) with over 40% of vacancies during 2006 being filled by such individuals.
| Age | Male | Female | Total |
|---|---|---|---|
| <= 23 y | 3% | 1% | 4% |
| 24 to 29 y | 9% | 3 % | 12% |
| 30 to 39 y | 24% | 5% | 29% |
| 40 to 49 y | 30% | 3% | 33% |
| 50 to 59 y | 18% | 2% | 19 |
| => 60 y | 2 % | 0% | 2% |
| Total | 86% | 14% | 100 % |
| Seniority | |
|---|---|
| <= 1 y | 12% |
| 2 to 5 y | 23% |
| 6 to 10 y | 19% |
| 11 to 15 y | 16% |
| => 16 y | 30% |
| Total | 100 % |
During 2006, we decided to issue our first Sustainability Report, which will be published during the first half of 2007. With this step, we have committed ourselves to produce a transparent document that reflects our underlying values, business practices and performance.
The report will present the key orientations of our sustainability strategy going forward, identifying specific commitments and action plans for implementation. We are confident that this represents as excellent opportunity to communicate with our stakeholders and explain our progress towards implementation of sound principles for sustainable business.
Sonae Indústria is committed to developing and implementing good corporate governance practices going beyond complying with regulated obligations. Sonae Indústria believes that good governance reduces risk and creates shareholder value. Good governance is considered to include responsible management practices, Board governance, and a global concern with environmental, social and ethical issues.
Sonae Indústria is currently compliant with all but Recommendations 2, 8, 8-A and 10-A of the Corporate Governance Recommendations made by the CMVM, (the Portuguese Securities Exchange Regulator).
As regards Recommendation 2, Sonae Indústria's Articles of Association currently allow shareholders to vote by post only in relation to changes to the Articles of Association and the election of Statutory Bodies. A proposal to change the Company's Articles of Association will be presented to the Shareholders' General Meeting in 2007, to allow postal voting on all points listed on the agenda.
In relation to Recommendation 8, Sonae Indústria discloses the individual remuneration of the Chairman of the Board of Directors and of the CEO, as well as the aggregate remuneration for the executive Directors and Non-Executive Directors. The Board's decision is based on the fact that disclosure of individual remuneration of all Directors is not generally accepted practice amongst Portuguese companies. In addition, the Board believes that the disclosure currently made is sufficient to separately assess the remuneration of the main components of the Board: the Chairman, the CEO, the Executive Committee and the Non-Executive Directors.
In addition, as regards recommendation 8-A, a proposal regarding remuneration policy for the governing bodies will be presented to the General Shareholders' Meeting in 2007.
Sonae Indústria has already launched a process to develop a sustainability reporting strategy in 2007. Sonae Indústria's business practices are rooted in strong ethical standards and processes, however to date these have not been formally documented and reported externally. Within the scope of the sustainability reporting strategy, Sonae Indústria will develop and actively disseminate within the organization its Code of Conduct and procedures for communication of irregularities and will, as a result, become compliant with recommendation 10-A.
As a consequence of the changes made to Portuguese Company Law ("Código das Sociedades Comerciais") in 2006, a proposal to change the Company´s Articles of Association will be presented to the Shareholders' General Meeting in 2007 by the Board of Directors. This proposal will include the adoption of what is known as the "Reinforced Latin Model" corporate governance structure. The company will therefore be audited by a Statutory Audit Committee ("Conselho Fiscal") and Statutory External Auditors.
Sonae Indústria's Board of Directors is comprised of 11 Directors elected by the Shareholder's General Meeting. The Board of Directors elects its Chairman. The number of Non-Executive Directors (6) exceeds the number of Executive Directors (5). Of the Non-Executive Directors, 4 are Independent, in that they are not associated with special interest groups related either to the Company or to its reference shareholder, and they have no materially relevant business interests that could interfere with their ability to freely exercise independent judgement. These independent Directors exercise an important influence over the decision-making process and development of company strategy and policy and as such the Board of Directors exhibits a clear balance between the number of Directors that represent reference shareholders and the number of independent Directors. The Board mandate is three years, with the possibility of reelection. The current Board mandate covers the period 2006 to 2008. All members of the Board of Directors were appointed with effect from 15 December 2005, the date of registration of the merger of the "old" Sonae Indústria – SGPS into Sonae 3P – Panels, Pulp and Paper and the renaming of the later to Sonae Indústria, SGPS, with the exception of Rui Correia who was initially appointed to the Board of Sonae 3P on 22 July 2002.
As stipulated by the Company's Articles of Association, Sonae Indústria's Board of Directors meets once a quarter and additionally whenever the Chairman or two of its members call a meeting. All decisions taken are recorded in the respective minutes. There were 8 Board meetings held in 2006. The Board of Directors can only deliberate if the majority of its members are present or represented by proxy and decisions are taken by a majority of votes cast.
Members of the Board of Directors are currently also members of the Boards of other companies, which are listed in Point 17 of this report. Former Board memberships over the last 5 years are also listed in Point 18 of this report.
The Board of Directors is empowered to assure the management of the Company in accordance with the object established in its Articles of Association. Presently the Board of Directors may deliberate the increase in share capital of up to two billion euros, once or more, in accordance with the law.
Belmiro de Azevedo (Chairman Sonae Indústria): obtained a degree in Industrial Chemical Engineering at the University of Oporto, a PMD from Harvard Business School and participated in the Financial Management Programme from Stanford University and has occupied a diverse number of positions in the Efanor/Sonae Group from early on. Mr de Azevedo is today Chairman of the Sonae Group, a member of the European Union Hong Kong Business Cooperation Committee, of the International Advisory Board of Allianz AG and of the Harvard Business School International Advisory Board. He has been decorated on a number of occasions, some of the most prominent being the "Encomienda de Numero de la Ordem del Mérito Civil" from His Majesty D.Juan Carlos, King of Spain, the "Order of the Cruzeiro do Sul" from the President of the Brazilian Federal Republic, the "Grã Cruz da Ordem do Infante D. Henrique" from the President of the Portuguese Republic, nomination as "Honorary Fellow" of the London Business School and member of the "Order of Outstanding Contributors to Sustainable Development" from the World Business Council for Sustainable Development.
Álvaro Cuervo García (Independent): holds a post graduate degree in Statistics and Psychology and a PhD in Economics from the University of Madrid (Spain). Mr Cuervo is a professor of Business Economics and was Head of the Business department at the Complutense University in Madrid, Head of Business Economics at Valladolid and Oviedo University (Spain) and CIDE (Mexico), and a visiting professor at New York University and California Berkeley University (USA). He is a member of the Spanish government's consultative committee for privatizations and Chairman of the Economic and Business Scientific Association (Spain). He holds a number of other directorship roles.
Ángel García Altozano (Independent): obtained a degree in Civil Engineering from the University of Madrid (Spain) and an MBA from Dayton University (Ohio – USA). He holds a number of other managerial and directorship roles.
Paulo Azevedo: obtained a degree in Chemical Industrial Engineering from the Lausanne Polytechnic School (Switzerland) and a post graduate degree in Business studies from the Oporto Institute of Business Studies. He was CEO of Optimus – Telecomunicações S.A. between 1998 and 2000 and then became CEO of Sonaecom – SGPS, S.A. and Chairman of the Board of Optimus Telecomunicações S.A.. He holds a number of managerial and directorship roles in the Efanor/Sonae Group. Paulo Azevedo is Belmiro de Azevedo's son.
Per Knuts (Independent): obtained a degree in Chemical Engineering from the Royal Institute of Technology (Sweden) and was Chairman of the Global Council of the Stora Feldmuhle AG Companies and FPB Holding AG (Dusseldorf – Germany) between 1998 and 2004.
| (Political Economy) at the University of St Andrews in Scotland and completed |
|---|
| in 1984 the AMP at Harvard Business School. He was Executive Director of |
| Myllykoski Corporation in Helsinki and CEO of MD Lang Papier in Germany |
| (1994- 2004) |
| Carlos Bianchi de Aguiar (President of the Executive Committee and CEO |
| Sonae Indústria): obtained a degree in economics from the University of |
| Oporto. With Sonae Indústria since 1986, he has occupied a number of |
| managerial and directorship roles in various geographies, namely UK ('90-'95), |
| Spain ('96-'97) and Germany ('00-'01). He returned to Portugal in 2002 to |
| become Group CFO and was appointed CEO in 2005. |
| Christian Schwarz (Vice President of the Executive Committee and COO |
| Central Europe): obtained a degree in Industrial Engineering from the |
| Karlsruhe Technical University (Germany). Mr.Schwarz worked as an executive |
| manager for many years in the automotive sector. He joined Sonae Indústria in |
| 2002 and has since occupied a number of managerial and directorship roles. |
| Rui Correia (CFO): obtained a degree in Economics from the University of |
| Oporto and a post graduate degree in Business Management from the Oporto |
| Institute of Business Studies. In the Efanor/Sonae Group since 1994, he was |
| head of the Finance Department of Sonae SGPS from 2000 and was appointed |
| as Sonae Indústria CFO in 2005. As from 2001, he has also held a number of |
| directorship roles in the Efanor/Sonae Group. |
| José Antonio Comesaña (COO Iberia & Brazil): obtained a degree in |
| Industrial Mechanical Engineering from the Barcelona School of Industrial |
| Engineers and has held a number of managerial and directorship roles in Sonae |
| Indústria. He started his career in the resins sector and has been in the wood |
| panels business for over 33 years with Tafisa. He has held numerous positions |
| at plant management level and has been COO of Iberia since 1998. He joined Sonae Indústria with the acquisition of Tafisa in 1993. |
| Louis Brassard (COO Canada & South Africa): obtained a degree in |
| Industrial Engineering from the Montreal Polytechnic School (Quebec Canada) |
| and an MBA in Finance and Marketing from Montreal University. Mr Brassard |
| has been with Sonae Indústria since 1994 and has held a number of managerial |
| and directorship roles. |
Sonae Indústria Directors have the following Sonae Indústria Shares attributed to them:
| Number of Shares | Number of Shares | ||
|---|---|---|---|
| Belmiro Mendes de Azevedo | (1) Efanor Investimentos, SGPS, SA | ||
| Efanor Investimentos, SGPS, SA (1) | 49.999.997 | Sonae Indústria, SGPS, SA | 44.674.706 |
| Sonae Indústria, SGPS, SA | 1.010 | Pareuro, BV (2) | 20.000 |
| Sonae-SGPS, SA (3) | 658.804.410 | ||
| Carlos Bianchi de Aguiar | |||
| Sonae Indústria, SGPS, SA | 720 | ||
| (2) Pareuro, BV | |||
| Rui Manuel Gonçalves Correia | Sonae, SGPS, SA | 400.000.000 | |
| Sonae Indústria, SGPS, SA | 5.000 | Sonae Indústria, SGPS, SA | 27.118.645 |
| Duarte Paulo Teixeira de Azevedo | (3) Sonae-SGPS, SA | ||
| Efanor Investimentos, SGPS, SA (1) | 1 | ||
| Imparfin, SGPS, SA (5) | 150.000 | Sonae Capital-SGPS, SA (4) | 391.046.000 |
| Sonae Indústria, SGPS, SA | 40.172 | ||
| (4) Sonae Capital-SGPS, SA | |||
| Sonae Indústria, SGPS, SA | 9.521.815 | ||
| (5) Imparfin, SGPS, SA | |||
| Sonae, SGPS, SA | 4.105.273 | ||
| Sonae Indústria, SGPS, SA | 278.324 |
The Executive Committee is appointed by the members of the Board of Directors and is composed of the CEO, CFO and COOs of the three main geographical regions where the Company has operations. Company Articles of Association permit the Board to delegate ordinary company business, duties and responsibilities to an Executive Committee.
Responsibilities are divided among the Executive Committee members as follows:
The Board of Directors delegated powers to the Executive Committee to manage day-today operations of the Company except:
b) co-opting a substitute for a member of the Board of Directors;
c) convening Shareholders' General Meetings;
The Executive Committee currently meets at least once every month and additionally whenever the President of the Executive Committee or a majority of its members call a meeting in writing, at least 3 days before the appointed date. Meetings can only take place if at least four of the members are present (either physically or by videoconference). The CEO acts as Chairman. There were 20 meetings of the Executive Committee in 2006.
The decisions of the Executive Committee are taken by a qualified majority of four votes in favour. In the absence of this qualified majority, the Executive Committee must submit the matter under consideration to the Board of Directors for a decision. In order to keep the Board of Directors updated on the decisions taken by the Executive Committee, all Board members are sent a summary of the minutes of the Executive Committee meetings.
To improve the operational efficiency of the Board of Directors and meet best practice in Corporate Governance, the Board of Directors has created 3 Board Committees and a Board and Corporate Governance Officer:
The BAFC is currently composed of the following Non-Executive Directors:
The BAFC normally meets at least 5 times a year and its main tasks are:
The BAFC met 6 times during 2006.
The SREC is composed of the following Directors:
The SREC met twice in 2006 and its main function is to analyse the impact of the economic, environmental and social dimensions of sustainability..
The BNRC is currently composed of the following Directors:
The BNRC normally meets at least twice a year and its main function is to review and approve proposals and recommendations on behalf of the Board of Directors in relation to the remuneration and other compensation of the Board of Directors and other senior executives of the Sonae Indústria Group.
The BNRC liaises with the Sonae Indústria Shareholders' Remuneration Committee ("Comissão de Vencimentos"). It may also receive assistance from external entities, which ensure absolute confidentiality in relation to the information obtained as a result of that cooperation.
The BNRC met 3 times during 2006.
At a Board Meeting on 31 October 2006, Sonae Indústria's Board decided to create a new role of Board and Corporate Governance Officer ("BCGO") and appoint David Graham Shenton Bain to that role.
The BCGO officer reports to the Board of Sonae Indústria as a whole, through the Chairman.
The main duties of the BCGO are:
The BCGO also acts as the secretary of the BAFC and BNRC.
Aligned with Corporate Governance best practices, the Board intends to carry out a selfassessment every 2 or 3 years. The last formal self-assessment was carried out in 2005, with the help of an external consultant. The assessment was designed to review how the Board and the Board Committees function, to evaluate Corporate Governance at Board level and propose actions to achieve further improvements. The main actions identified in the 2005 self-assessment have already been implemented.
During 2006, the number of meetings and attendance record for the Board of Directors and Board Committees were as follows:
| Number of Meetings |
Attendance | |
|---|---|---|
| Board of Directors | 8 | 86% |
| Executive Committee | 20 | 98% |
| Board Audit and Finance Committee | 6 | 70% |
| Social Responsability and Environment Committee | 2 | 100% |
| Board Nomination and Remuneration Committee | 3 | 93% |
The remuneration and other compensation of the Executive Members of the Board of Directors consists of 3 elements: fixed annual remuneration, short term performance bonus and deferred medium term performance bonus.
The fixed annual remuneration is based on market reference values for similar functions and is paid in twelve monthly instalments.
The short term target performance bonus attributed is indexed to a percentage of the fixed annual remuneration. Actual amounts paid are linked to the achievement of several predefined annual key performance indicators directly aligned with short term financial and operational objectives of Sonae Indústria and a part is based on individual assessment.
The deferred medium term target performance bonus is indexed to a percentage of the short term target performance bonus attributed. Payments are deferred over a 3 year period and the actual amounts payable are linked to the achievement of a predefined medium term indicator (Economic Profit) directly aligned with medium term strategic objectives of Sonae Indústria.
The remuneration of the Non Executive Members of the Board of Directors consists of a fixed annual remuneration based on market benchmarks for similar functions. Additional amounts are paid for Board Committee Membership and Chairmanship, to reflect the additional time and responsibility involved. Non Executives do not receive any variable remuneration.
| 2006 | Total Fixed Annual Remuneration |
Total Short Term Performance Bonus |
Total Deferred Medium Term Performance Bonus |
Total 2006 | ||||
|---|---|---|---|---|---|---|---|---|
| 2005 | 2006 | 2005 (a) 2006 (c) 2005 (b) 2006 (d) | 2005 | 2006 | ||||
| Chairman of the Board of Directors | 105000 * | 61.000 | 105.000 | 61.000 | ||||
| CEO | 216.000 | 221.400 | 105.450 102.000 128.340 | 147.200 | 449.790 | 470.600 | ||
| Executive Directors (remaining) | 848.500 | 775.270 | 458.394 283.815 405.400 | 261.780 1.712.294 1.320.865 | ||||
| Non Executive Directors (remaining) | 77.688 | 173.070 | 77.688 | 173.070 | ||||
| Total of Board of Directors | 1.247.188 1.230.740 563.844 385.815 533.740 | 408.980 2.344.772 2.025.535 | ||||||
| (*) relative to 2004 and 2005 |
(a) relative to 2004 (b) relative to 2003 and 2004 (c) relative to 2005 (d) relative to 2005 and to be paid in 2008
No special agreements exist regarding indemnities or payments to be made to Company Directors or employees in the event of contract termination resulting from a tender offer.
Sonae Indústria's share capital is 700 million euros and is represented by 140 million ordinary shares with a nominal value of 5 euros per share. All the shares are listed on Euronext Lisbon. No limitations or restrictions are in place regarding the transfer or sale of shares.
| Shareholder | Number of Shares | % Share Capital | % Voting Rights |
|---|---|---|---|
| Efanor Investimentos, SGPS, S.A. | 44.674.706 | 31,9105% | 31,9105% |
| Pareuro, BV | 27.118.645 | 19,3705% | 19,3705% |
| Sonae Capital, SGPS, SA | 9.521.815 | 6,8013% | 6,8013% |
| Duarte Paulo Teixeira de Azevedo | 40.172 | 0,0287% | 0,0287% |
| Maria Claudia Teixeira de Azevedo | 23.186 | 0,0166% | 0,0166% |
| Maria Margarida CarvalhaisTeixeira de Azevedo | 1.010 | 0,0007% | 0,0007% |
| Nuno Miguel Teixeira de Azevedo | 969 | 0,0007% | 0,0007% |
| Total | 81.380.503 | 58,1290% | 58,1290% |
Under the terms of Sonae Indústria's Articles of Association, the Shareholders General Meeting is composed only of shareholders with voting rights and holding shares or subscription bonds who, until five business days before the meeting, provide evidence of their ownership, according to the terms established by law.
Currently, each block of one hundred shares corresponds to one vote; shareholders are entitled to a number of votes corresponding to the integer value obtained by dividing their number of shares by one hundred. A proposal to change the Company´s Articles of Association will be presented to the Shareholders' General Meeting in 2007 to adopt a system of one share one vote. Unless the law provides otherwise, the decisions of the Shareholders' General Meeting are taken by simple majority. Individual shareholders may be represented at Shareholders' General Meetings by their spouse, direct family, a Director of the Company or another shareholder, as long as they have notified the Chairman of the Shareholders' General Meeting in writing, identifying the representative and his residence and the date of the meeting. Corporate shareholders may be represented by a person duly appointed for that purpose, by letter. The authenticity of the letter is subject to scrutiny by the Chairman of the Shareholders' General Meeting.
No shareholders possess special voting rights. The Board of Directors has no knowledge of shareholders' agreements in which the Company or the shareholders of the Company are involved.
The Company has not taken any measures that would hinder the success of a public tender offer for the purchase of the Company's shares. The Company has not entered into any relevant kind of agreement that would be subject to change or extinction in the event of transfer of control resulting from a public tender offer.
As Sonae Indústria is regarded as a listed and "publicly traded company", shareholders may only vote by post in relation to changes to the Articles of Association and to elect the Statutory Bodies. A proposal to change the Company's Articles of Association will be presented to the Shareholders' General Meeting in 2007 to eliminate all restrictions on postal voting.
Votes by post can only be considered when sent to the headquarters of the Company by registered post with notification of receipt addressed to the Chairman of the Shareholders' General Meeting and which are received at least three days before the date of the Meeting, and are subject to the normal rules regarding evidence of ownership.
A standard form for voting by post is available from Sonae Indústria's corporate website www.sonaeindustria.com and also at its head offices.
Proposals to be submitted by the Board of Directors to the Shareholders' General Meeting are made available to shareholders, as required by law, at the Company's headquarters, together with all relevant reports, documents and other legally mandatory information. These documents and the Annual Reports are available from the Company's website www.sonaeindustria.com as from the same date.
Members of the Board of Directors are elected by the Shareholders' General Meeting. Groups of shareholders, representing between 10 and 20% of the Company's share capital, may submit a stand-alone proposal to nominate a Director in advance of the Shareholders' General Meeting. Each shareholder group may only support one list of Directors, and each list must identify at least two people to fulfil each position on the Board. If more than one list is submitted by more than one group of shareholders the lists will be voted in one competitive ballot. In order to submit a list, shareholders must provide evidence that they have been shareholders for the three months up to the Shareholders' General Meetings. A proposal to change the Company's Articles of Association will be presented to the Shareholders' General Meeting in 2007 to eliminate the need to provide evidence of shareholdership for the three months before a Shareholders' General Meeting.
In case of death, resignation or temporary or definitive inability of any of the Directors, the Board of Directors is responsible for his or her replacement. If the Director in question was nominated by minority shareholders, a new separate election must be held.
The Shareholders' General Meeting requires a quorum of 50% of the share capital being represented in the first meeting. Once a quorum is reached, deliberations are taken in accordance with the majorities established by Portuguese Company Law ("Código das Sociedades Comerciais").
Sonae Indústria's Shareholders' Remuneration Committee, is appointed by the Shareholders' General Meeting for a three-year term and is currently composed of Efanor Investimentos - SGPS, SA, represented by José Manuel Neves Adelino, and Imparfin - SGPS, SA, represented by Bruno Walter Lehmann.
During 2006, Sonae Indústria's share price increased by 30% to close at 7.5 euros per share on 29 December in line with the valuation of the main Portuguese stock index, the PSI20. Sonae Indústria's average daily trading volume was 396 thousand shares, compared with just 8 thousand shares in 2005. This is largely explained by the increase in our free-float from less than 3% to approximately 42% following the spin-off from Sonae SGPS. Sonae Indústria's market capitalization at the end of 2006 was 1,050 million euros.
Sonae Indústria has an Investor Relations' Department that is responsible for managing the relationship between the Company and shareholders, investors, analysts and market authorities including the CMVM (the Portuguese Securities Exchange Regulator).
Each quarter, the Investor Relations' Department is responsible for coordinating the preparation of an earnings announcement to be issued to the market and also provides statements whenever necessary to disclose or clarify any relevant fact or event that could influence the share price. The Investor Relations' Department is available at all times to answer general questions posed by the market. The Company is available to meet with investors, either in roadshows or in one to one meetings upon request, or at conferences in which it may participate.
The Sonae Indústria Investor Relations' Department may be contacted by email at [email protected] or by telephone: 00 351 22 010 0638. Sonae Indústria's Investor Relations' Officer is Maria João Carrapato.
In addition, Sonae Indústria has an institutional website (www.sonaeindustria.com) that posts all earnings announcements, statements, report and accounts and any other public documents, press releases or general news items on the Company and the Group.
Sonae Indústria's legal representative for equity market relations ("Representante para as Relações com o Mercado") is Rui Correia, who can be contacted via the Investor Relations' Department or, if required, directly by email: [email protected].
Sonae Indústria has not distributed dividends in recent years as it has opted to strengthen its balance sheet after the significant deterioration in shareholders' funds as a result of losses accumulated up to 2003. As Sonae Indústria now has recovered its financial strength and is generating positive results, a policy of distributing up to 50% of Net Results attributable to the shareholders of Sonae Indústria will be proposed. Each year, the actual pay-out ratio will be proposed taking into consideration this target pay-out ratio of 50% and the investment opportunities that the Board plans to execute in the near future.
Sonae Indústria does not currently award any remuneration or other compensation involving or linked to shares or share options.
Sonae Indústria did not carry out any transactions with members of the Board of Directors or with the Statutory External Auditor.
All transactions with holding or other related companies represent normal operational activity and were made under "open market" conditions and at prices that comply with transfer pricing regulations.
During 2006, the statutory external auditors, PriceWaterhouseCoopers, invoiced Sonae Indústria and its affiliated companies a total amount of 755.310 euros, of which 87,5% related to audit and the legal certification of the accounts and 12,53% to other services.
To safeguard external auditor independence, tax consultancy and other services are provided by different teams from those involved in the audit process.
During 2005, Sonae Indústria ran a competitive tendering process to select statutory external auditors from the "Big 4" multinational audit companies for the period from 2006 to 2009. As a result of this process, Deloitte, who had been the statutory external auditors for Sonae Indústria from 2000 to 2005, were replaced by PriceWaterhouseCoopers.
During 2005, Deloitte invoiced Sonae Indústria and its affiliated companies a total amount of 1.112.209 euros, of which 58,2% related to audit and the legal certification of the accounts, 16,5% to tax consultancy services and 25,3% to other services.
Sonae Indústria has a Risk Management Department that is responsible for promoting and monitoring the development of structured and systematic processes and activities to manage business risks.
Risk Management is a key concern within the Sonae Indústria culture, is present in all management processes and is part of the delegated responsibility of managers and employees at all levels within the Sonae Indústria Group.
Risk Management comprises the process of identifying potential risks, analysing their possible impact on the organisation's strategic goals and seeking ways to minimise the probability of their materialisation, in order to determine the best procedures to manage exposure to them.
Risk Management relies on the culture, processes and organisational structures that help Sonae Indústria to identify and assess risks, check their potential impact on the business and plan adequate actions to effectively manage their impact. Since the complete elimination of risk is an impossible task, the organisation has implemented efficient and effective processes to assure that unacceptable risks are rejected, other risjks are avoided, some are retained at acceptable levels, and others are transferred through insurance policies.
A global approach is in place to assure a suitable and balanced coverage of the operational risk through its transfer to our reinsurance panel. The property damage and business interruption risks are covered by a global policy, developed and implemented locally. Sonae Indústria adopts this global policy as a support to its processes of risk management and is committed to improve the plant protection and prevention levels to reinforce this partnership.
At Sonae Indústria, Risk Management is based on a standard and integrated methodology, denominated Enterprise-Wide Risk Management ("EWRM").
During 2006, the systematisation process, initiated in 2004, was consolidated, fully integrated and aligned with strategic business goals, aimed at prioritizing relevant business risks and
identifying actions to mitigate their impact. The process covers the whole organisation, involving all countries and corporate functions.
The Risk Model, which was built in 2004, aggregates business risks into three categories (Business Environment Risks, Business Process Risks and Information for Decision-Making Risks), was reviewed and key risks were identified, prioritised and analysed during the 2006 Business Planning Cycle, ensuring that risk mitigation strategies were developed and that actions were taken and resources were identified that will contribute to an efficient and effective management of the main business risks.
Based on previous work, having in mind the Risk Model 2005, the fulfilment of the EWRM Action Plans for 2005 the Risk Model was re-evaluated in two dimensions (Sonae Indústria and Country). The Risk Model 2006 contains the quantification of the Significance (impact on the EBITDA and operational efficiency) as well as the Likelihood (the frequency of occurrence of the event or scenario) of the critical risks for Sonae Indústria.
A Risk ScoreCard (RiSC 07) was developed identifying and defining KPI's to challenge and monitor the accomplishment of the Action Plans prepared to address the Critical risks that were identified. The KPIs identified are integrated in the Compensation Process of the people with capacity to deal and manage these risks. This is done through the identification and fulfilment of actions, included in the PAR process, to address those risks and consequent measurement, through the KPI's, of their impact. The KPI's are measured in a local (country) basis and the objectives defined as such.
As an example of the EWRM process, in 2005 the Information Technology Infrastructure was identified as a significant risk (with low likelihood but high significance). Consequently, a project for IT Disaster Recovery and Business Continuity was launched in 2006 and will be implemented in 2007.
In addition, financial risk management is included in Business Process Risk and is complemented and monitored within the scope of the financial function.
The manufacture of wood-based panels is an industrial activity with very significant operational fire and explosion risks. As a world leader, it would be unacceptable for Sonae Indústria not to be able to recover from a catastrophic event in a "world class" manner. Thus, loss prevention and protection of core assets is a constant concern for our Group.
As a structured response to this "risk exposure", an ambitious Loss Prevention Programme was set up in 2003.
This programme is the corner stone of the property damage and loss prevention strategy in all plants:
Developed in 2003, the Corporate Risk Standards are divided into several groups of Loss Prevention measures as follows:
Warehousing
Maintenance
Supported by the Corporate Risk Standards, Swiss Re GAPS conducts external risk inspections at all the sites every two years; a report is issued with a set of recommendations for each of the plants visited and a rating of the risk quality (QIN – Quality Index Number) is given for each plant. Since 2000, the overall QIN of Sonae Indústria has improved from 5.8 in 2000 to 7.0 in 2006 (on a scale from 0 to10).
QIN SONAE Indústria Weighed (Capital Insured)
In addition, AXA Corporate Solutions is actively participating in the Risk Engineering program in collaboration with Swiss Re and the risk management services of our insurance broker - MDS. Its role is mainly focused on the specific analysis of special operational risks: thermaloil installations risk analysis, one of the most significant risks in the wood-based panels industry. The fulfilment of the recommendations issued by AXA CS is included in the investments plan and improvements program.
In 2006, 21 external risk surveys were conducted by Swiss Re GAPS and AXA CS.
An internal visit is made to each plant every 18 months in order to review the status of the previous internal and external recommendations as well as to review compliance with Corporate Risk Standards. In 2006 we carried out 10 internal surveys.
A Quarterly Control self-assessment procedure using a Self Inspection Form has been carried out by each plant since 2000. This evaluates 106 items grouped into 23 categories. All non-conformities detected automatically generate a corrective action, and there is an automatic quarterly follow-up of outstanding corrective actions.
In the period from 2005 to 2006, with the Self Inspection Form now implemented in Lotus Notes, the process generated 786 corrective actions of which 587 were implemented while 199 are in progress at the year end.
Each individual plant plan (which is updated annually) defines a set of measures to be taken towards achieving full compliance with the Corporate Risk Standards by 2010. The main objectives are:
The Risk Plan 2004-2010 was integrated into the 2006 Industrial Master Plan of Sonae Indústria, which consists of the investment planning of each plant for next 5 years for:
Sonae Indústria's global insurance premium is charged to each plant with 50% being allocated according to local insurance market prices and 50% being based on the plant's measured risk quality. The former is calculated in line with "stand alone" local market insurance premium levels, and the latter according to the QIN of each plant, so that the "worst" performers pay their fair share of insurance costs.
On 17 April Sonae Indústria suffered a significant fire at our plant at Lac Mégantic, Canada. The core of the plant – the second chipboard line- and a very substantial part of the preparation area was severely affected. Operations were interrupted for a long period and will only recommence in 3Q2007.
The risk management procedures in place contributed to the absence of relevant personal injuries. The economic impact is not expected to be significant since there is an adequate property damage and business interruption insurance cover.
Immediately after the fire, a multi-disciplinary team was put in place to manage the recovery project in cooperation and with the support of the insurance adjuster appointed by the insurance company and other specialised external staff. The objectives of this team are to:
During 2006 four plants were acquired by Sonae Indústria: three in Germany and one in France. In the second half of the year, Risk Management initiated the process of implementing the Corporate Risk Standards at these plants. In 2007 the external risk surveys will be conducted for the first time at these plants by Swiss Re GAPS/AXA Corporate Solutions using our reference standards and issuing the resulting Quality Index Number ("QIN").
In addition to the active involvement of all Sonae Indústria Group managers and employees, risk management activity is performed and supported by the Risk Management Department, as well as by the Corporate Planning and Management Control Department.
The Risk Management Department has a central team with 2 full time members. There is a formally coordinated network of Country Risk Officers in each of the countries where Sonae Indústria has industrial operations and at each of the sites there is a Plant Risk Officer.
The Corporate Planning and Management Control Department has 7 people and is organised into two teams to better address the challenges and changes the businesses face: the Corporate Reporting Team, which is also responsible for business analysis, and the Investment Analysis, Mergers & Acquisitions and Strategic Planning Team.
Unión Fenosa, S.A.
Urbaser, S.A.
Sonae International, Ltd.
Sonae Novobord (PTY) Ldt. (Chairman)
Resoflex Mobiliário e Equipamentos de Gestão, S.A.
SC Consultadoria de Gestão, S.A.
During the past five years, Belmiro de Azevedo, Carlos Bianchi de Aguiar, Christian Schwarz, Rui Correia, Jose Antonio Comesaña and Paulo Azevedo were also Directors at several other companies belonging to the Efanor/Sonae Group.
Within the same period, the following Directors also held directorships at the following companies not belonging to the Efanor/Sonae Group:
• Heraeus Sensor - Nite International, Amsterdam
| Acquisitions | Sales | Balance at 31.12.2006 |
||||
|---|---|---|---|---|---|---|
| date | amount | average value | amount | average value | amount | |
| Belmiro Mendes de Azevedo Efanor Investimentos, SGPS, SA (1) |
49,999,997 | |||||
| Sonae Indústria, SGPS, SA(*) | 20.01.2006 | 1,010 | 0 | 1,010 | ||
| Carlos Bianchi de Aguiar | ||||||
| Sonae Indústria, SGPS, SA (*) | 20.01.2006 | 720 | 0 | 720 | ||
| Rui Manuel Gonçalves Correia Sonae Indústria, SGPS, SA |
5,000 | |||||
| Demerger-Merger rights (*) | 02.01.2006 | 1,875 | 0.38 | |||
| Shares(*) | 20.01.2006 | 2,372 | 0 | |||
| Shares(**) | 20.01.2006 | 128 | ||||
| Acquisition | 08.05.2006 | 2,500 | 7.35 | |||
| Tableros de Fibras, SA | 100 | |||||
| Duarte Paulo Teixeira de Azevedo Efanor Investimentos, SGPS, SA (1) Imparfin, SGPS, SA (6) Sonae Indústria, SGPS,SA |
1 150,000 40,172 |
|||||
| (*) | 20.01.2006 | 24,446 | 0 | |||
| Delivered under the Deferred Performance Plan of Sonaecom |
10.03.2006 | 15,726 | 0 | |||
| Jose Antonio Comesaña Portela Tableros de Fibras, SA |
0 | |||||
| Sale | 23.02.2006 | 57,024 | 1.70 |
| Acquisitions | Sales | Balance at 31.12.2006 |
||||
|---|---|---|---|---|---|---|
| date | amount | average value | amount | average value | amount | |
| (1) Efanor Investimentos, SGPS, SA Sonae Indústria - SGPS, SA (*) Pareuro, BV (2) Sonae-SGPS, SA (3) Sonaecom-SGPS, SA (4) |
20.01.2006 | 44,664,706 | 0.00 | 44,674,706 20,000 658,804,410 1,000 |
||
| (2) Pareuro, BV Sonae, SGPS, SA Sonae Indústria, SGPS, SA(*) |
20.01.2006 | 27,118,645 | 0 | 400,000,000 27,118,645 |
||
| (3) Sonae-SGPS, SA Sonae Indústria - SGPS, SA Sale Sonae Capital-SGPS, SA (5) Sonaecom-SGPS, SA Sonae Investments BV (7) |
16.05.2006 | 1,000,000 | 7.35 | 0 391,046,000 46,572,998 18,151 |
||
| (4) Sonaecom-SGPS, SA Sonae Indústria, SGPS, SA Demerger-Merger rights () () Delivered to Sonaecom´s employees Sale |
09.01.2006 20.01.2006 10.03.2006 23.03.2006 |
1,120,074 75,937 |
0.37 | 37,103 38,834 |
0 6.37 |
0 |
| (5) Sonae Capital-SGPS, SA Sonae Indústria, SGPS, SA Acquisition Acquisition |
16.05.2006 27.12.2006 |
1,000,000 199,461 |
7.35 7.51 |
9,521,815 | ||
| (6) Imparfin, SGPS, SA Sonae, SGPS, SA Sonae Indústria, SGPS, SA (*) |
20.01.2006 | 278,324 | 0.00 | 4,105,273 278,324 |
||
| (7) Sonae Investements BV Sonaecom-SGPS, SA |
143,596,649 |
(*) - Rights resulting from the demerger-merger and merger operation that involved Sonae, SGPS, SA,Sonae Indústria - SGPS, SA and Sonae Indústria - SGPS, SA (extinguished company).
(**) - Rights resulting from the demerger - merger
| Número de acções a 31.12.06 | |
|---|---|
| Efanor Investimentos, SGPS, SA | |
| Sonae Indústria,SGPS, SA (*) | 44,674,706 |
| Pareuro, BV | 20,000 |
| Sonae-SGPS, SA | 658,804,410 |
| Pareuro, BV | |
| Sonae Indústria, SGPS, SA(*) | 27,118,645 |
| Sonae, SGPS, SA | 400,000,000 |
| Sonae-SGPS, SA | |
| Sonae Indústria, SGPS, SA | 0 |
| Sonae Capital-SGPS, SA | 391,046,000 |
| Sonaecom-SGPS, SA | 46,572,998 |
| Sonae Investments BV | 18,151 |
| Sonae Capital-SGPS, SA | |
| Sonae Indústria,SGPS, SA | 9,521,815 |
| Sonaecom-SGPS, SA | |
| Sonae Indústria, SGPS, SA | 0 |
| Sonae Investements BV | |
| Sonaecom-SGPS, SA | 143,596,649 |
(*) - Rights resulting from the demerger-merger and merger operation that involved Sonae, SGPS, SA,Sonae Indústria - SGPS, SA and Sonae Indústria - SGPS, SA (extinguished company).
| Shareholder | No. of shares | % Share Capital | % Voting rights |
|---|---|---|---|
| Efanor Investimentos, SGPS, S.A. | 44,674,706 | 31.9105% | 31.9105% |
| Pareuro, BV | 27,118,645 | 19.3705% | 19.3705% |
| Sonae Capital, SGPS, SA | 9,521,815 | 6.8013% | 6.8013% |
| Maria Margarida CarvalhaisTeixeira de Azevedo | 1,010 | 0.0007% | 0.0007% |
| Nuno Miguel Teixeira de Azevedo | 969 | 0.0007% | 0.0007% |
| Duarte Paulo Teixeira de Azevedo | 40,172 | 0.0287% | 0.0287% |
| Maria Claudia Teixeira de Azevedo | 23,186 | 0.0166% | 0.0166% |
| Total allocation | 81,380,503 | 58.1290% | 58.1290% |
(Amounts expressed in Euros)
| IFRS | |||
|---|---|---|---|
| ASSETS | Notes | 31.12.06 | 31.12.05 |
| NON CURRENT ASSETS: | |||
| Tangible assets | 11 | 1 234 559 373 | 1 127 955 731 |
| Goodwill | 9, 14 | 51 105 176 | 44 492 181 |
| Intangible assets | 12 | 510 166 | 896 245 |
| Investment properties | 13 | 8 410 688 | 8 985 512 |
| Associated undertakings and non consolidated undertaking | 10 | 2 985 727 | 3 213 222 |
| Investment available for sale | 10 | 1 409 864 | 1 372 620 |
| Deferred tax asset | 15 | 60 007 308 | 52 685 592 |
| Other non current assets | 16 | 1 284 956 | 2 007 538 |
| Total non current assets | 1 360 273 258 | 1 241 608 641 | |
| CURRENT ASSETS: | |||
| Inventories | 17 | 213 971 609 | 163 976 752 |
| Trade debtors | 18 | 290 208 628 | 239 891 538 |
| Other current debtors | 19 | 23 056 810 | 16 676 327 |
| State and other public entities | 21 | 18 785 614 | 15 538 683 |
| Other current assets | 20 | 55 603 220 | 4 973 080 |
| Investments | 10 | 4 769 781 | 3 041 265 |
| Cash and cash equivalents | 22 | 189 289 129 | 116 842 604 |
| Total current assets | 795 684 791 | 560 940 249 | |
| TOTAL ASSETS | 2 155 958 049 | 1 802 548 890 | |
| SHAREHOLDERS' FUNDS, MINORITY INTERESTS AND LIABILITIES | |||
| SHAREHOLDERS' FUNDS: | |||
| Share capital | 23 | 700 000 000 | 700 000 000 |
| Legal Reserve | 59 994 | ||
| Reserves and retained earnings | - 212 328 870 | - 252 848 817 | |
| Net profit (loss) for the period - Group | 32 311 969 | 36 383 591 | |
| Total shareholders' funds | 520 043 093 | 483 534 774 | |
| Minority interests | 24 | 28 100 792 | 44 960 793 |
| TOTAL SHAREHOLDERS' FUNDS | 548 143 885 | 528 495 567 | |
| LIABILITIES: | |||
| NON CURRENT LIABILITIES: | |||
| Long term bank loans - net of short-term portion | 25 | 134 085 215 | 176 146 046 |
| Non convertible debentures | 25 | 530 273 929 | 381 101 414 |
| Long term Finance Lease Creditors - net of short-term portion | 25 | 41 897 417 | 229 326 |
| Other loans | 25 | 95 856 073 | 107 182 288 |
| Pensions liabilities | 28 | 24 984 515 | 23 770 510 |
| Other non current liabilities | 27 | 111 284 832 | 106 236 035 |
| Deferred tax liabilities | 15 | 57 635 679 | 43 136 143 |
| Provisions | 31 | 35 380 272 | 17 254 812 |
| Total non current liabilities | 1 031 397 932 | 855 056 574 | |
| CURRENT LIABILITIES: | |||
| Short term portion of long term bank loans | 25 | 39 959 384 | 56 192 111 |
| Short term bank loans | 25 | 97 996 052 | 27 347 137 |
| Short term portion of Finance Lease Creditors | 25 | 2 483 759 | 4 476 336 |
| Other loans | 25 | 411 087 | 1 072 734 |
| Trade creditors | 258 824 535 | 183 420 752 | |
| Taxes and Other Contributions Payable | 29 | 27 741 983 | 21 136 608 |
| Other current liabilities | 30 | 141 969 877 | 120 073 415 |
| Provisions | 31 | 7 029 555 | 5 277 656 |
| Total current liabilities | 576 416 232 | 418 996 749 | |
| TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES | 2 155 958 049 | 1 802 548 890 | |
The notes are an integral part of the consolidated financial statements
The Board of Directors
| IFRS | ||||
|---|---|---|---|---|
| Notes | 31.12.06 | 2º. Sem. 2006 | 31.12.05 | |
| Operating revenues | ||||
| Sales | 37 | 1 692 333 903 | 921 383 898 | 1 459 552 013 |
| Services rendered | 37 | 6 981 465 | 4 356 536 | 5 468 193 |
| Negative goodwill | 9 | 19 565 777 | 19 565 777 | - |
| Other operating revenues | 3, 34 | 119 474 376 | 82 600 015 | 64 041 058 |
| Total operating revenues | 1 838 355 521 | 1 027 906 226 | 1 529 061 264 | |
| Operating costs | ||||
| Cost of sales | 847 678 904 | 466 601 704 | 702 113 592 | |
| (Increase) / decrease in production | - 7 873 782 | - 8 744 225 | - 4 653 806 | |
| External supplies and services | 463 165 266 | 253 732 774 | 392 744 222 | |
| Staff expenses | 244 471 593 | 139 168 511 | 206 049 227 | |
| Depreciation and amortisation | 11, 12 | 107 971 033 | 58 429 992 | 101 827 792 |
| Provisions and impairment losses | 3, 10, 11, 31 | 35 088 175 | 31 116 684 | 801 737 |
| Other operating costs | 35 | 27 795 419 | 14 808 362 | 21 793 187 |
| Total operating costs | 1 718 296 608 | 955 113 802 | 1 420 675 951 | |
| Operational profit / (loss) | 120 058 913 | 72 792 424 | 108 385 313 | |
| Financial profits | 36 | 51 525 288 | 35 732 588 | 31 836 538 |
| Financial costs | 36 | 119 302 883 | 70 941 704 | 75 961 611 |
| Gains and losses in associated companies | - 5 205 | - 197 596 | 133 356 | |
| Gains and losses in investments | 72 557 | 601 | - 141 358 | |
| Current profit / (loss) | 52 348 670 | 37 386 313 | 64 252 238 | |
| Taxation | 37 | 18 702 317 | 11 773 801 | 27 820 544 |
| Consolidated net profit / (loss) afer taxation | 33 646 353 | 25 612 512 | 36 431 694 | |
| Profit / (loss) after taxation from descontinued operations | - | - | - | |
| Consolidated net profit / (loss) for the period | 33 646 353 | 25 612 512 | 36 431 694 | |
| Attributable to: | ||||
| Equity Holders of Sonae Industria | 32 311 969 | 23 684 400 | 36 383 591 | |
| Minority Interests | 1 334 384 | 1 928 112 | 48 103 | |
| Profit/(Loss) per share | ||||
| Excluding discontinued operations: | ||||
| Basic | 38 | 0.2308 | 0.1692 | 0.2599 |
| Diluted | 38 | 0.2308 | 0.1692 | 0.2599 |
| From discontinued operations: | ||||
| Basic | 38 | - | - | - |
| Diluted | 38 | - | - | - |
The notes are an integral part of the consolidated financial statements
The board of directors
| Att ribu tab le t o E qui ty H old of So Ind úst ria ers nae |
|||||||
|---|---|---|---|---|---|---|---|
| Re d ser ves an |
Min orit y |
To tal Eq uity |
|||||
| Sha re |
ain ed ret |
Ne t |
Inte ts res |
||||
| Not es |
Ca pita l |
nin ear gs |
Pro fit/( Los s) |
To tal |
|||
| t 1 y 2 005 Bal Jan anc e a s a uar Ap pria tion of sol ida ted ult of 2 004 pro con res : |
700 00 0 0 00 |
- 3 11 273 22 9 |
42 580 0 44 |
43 1 3 07 211 |
38 906 79 9 |
470 21 4 0 10 |
|
| Tra nsf o le gal and ain ed nin er t ret res erv es ear gs |
42 580 44 0 |
- 4 2 5 80 440 |
|||||
| Ch in c ion ang es onv ers res erv es |
15 803 24 8 |
15 803 24 8 |
6 2 81 046 |
22 084 29 4 |
|||
| Ch in f air val of h edg e fi cia l in stru nts ang es ue nan me , f ta et o xat ion n Co lida ted Pr ofit /(Lo ss) for the riod nso pe |
- 1 650 35 6 |
- 1 650 35 6 |
- 1 60 039 |
- 1 810 39 5 |
|||
| end ed at 3 1 D mb er 2 005 ece |
36 383 59 1 |
36 383 59 1 |
48 10 3 |
36 431 69 4 |
|||
| Oth ers |
1 6 91 080 |
1 6 91 080 |
- 1 15 116 |
1 5 75 964 |
|||
| Bal s 3 1 D mb er 2 005 anc e a ece |
700 00 0 0 00 |
- 2 52 848 81 7 |
36 383 59 1 |
483 53 4 7 74 |
44 960 79 3 |
528 49 5 5 67 |
|
| Bal t 1 Jan y 2 006 anc e a s a uar Ap pria tion of sol ida ted ult of 2 005 pro con res : |
700 00 0 0 00 |
-25 2 8 48 817 |
36 383 59 1 |
483 53 4 7 74 |
44 960 79 3 |
528 49 67 5 5 |
|
| Tra nsf er t o le gal and ret ain ed nin res erv es ear gs |
36 383 59 1 |
-36 38 3 5 91 |
|||||
| Ch in c ion ang es onv ers res erv es |
-12 74 6 6 92 |
-12 74 6 6 92 |
-1 785 92 5 |
-14 53 2 6 17 |
|||
| Ch in f air val of h edg e fi cia l in stru nts ang es ue nan me , of atio net tax n |
1 2 25 189 |
1 2 25 189 |
118 79 0 |
1 3 43 979 |
|||
| Aq uis içã o d arte s d api tal e p e c Co lida ted Pr ofit /(Lo ss) for the riod nso |
-1 3 56 364 |
-1 356 36 4 |
|||||
| pe end ed at 3 1 D mb er 2 006 ece |
32 311 96 9 |
32 311 96 9 |
1 3 34 384 |
33 646 35 3 |
|||
| Oth ers |
15 717 85 3 |
15 717 85 3 |
-15 17 0 8 86 |
546 96 7 |
|||
| Bal s 3 1 D mb er 2 006 anc e a ece |
700 00 0 0 00 |
- 2 12 268 87 6 |
32 311 96 9 |
520 04 3 0 93 |
28 100 79 2 |
548 14 3 8 85 |
The notes are an integral part of the consolidated financial statements
The board of directors
(Amounts expressed in Euros)
| OPERATING ACTIVITIES | Notes | 31.12.06 | 31.12.05 |
|---|---|---|---|
| Receipts from trade debtors | 1 673 124 336 | 1 444 830 952 | |
| Payments to trade creditors | 1 273 235 770 | 1 080 776 757 | |
| Payments to staff | 237 782 110 | 205 524 987 | |
| Net cash flow from operations | 162 106 456 | 158 529 208 | |
| Payment / (receipt) of corporate income tax | 9 659 575 | 6 619 028 | |
| Other receipts / payments relating to operating activities | 40 058 705 | 20 591 437 | |
| Net cash flow from operating activities (1) | 192 505 586 | 172 501 617 | |
| INVESTMENT ACTIVITIES | |||
| Cash receipts arising from: | |||
| Investments | 81 944 704 | 107 624 889 | |
| Tangible and intangible assets | 1 147 225 | 23 745 895 | |
| Loans granted | 96 883 | 433 627 | |
| Investment subventions | 7 164 502 | ||
| Interest and similar charges | 4 764 495 | 3 645 457 | |
| Dividends | 55 815 | 47 058 | |
| Others | 7 442 | ||
| 95 173 624 | 135 504 368 | ||
| Cash Payments arising from: | |||
| Investments | 177 535 737 | 99 200 072 | |
| Tangible and intangible assets | 99 993 857 | 40 282 011 | |
| Loans granted | 329 270 | 158 901 | |
| 277 858 864 | 139 640 984 | ||
| Net cash used in investment activities (2) | - 182 685 240 | - 4 136 616 | |
| FINANCING ACTIVITIES | |||
| Cash receipts arising from: | |||
| Loans obtained | 210 570 425 | 348 462 286 | |
| Set up of jointly controlled companies | 30 090 000 | ||
| 240 660 425 | 348 462 286 | ||
| Cash Payments arising from: | |||
| Loans obtained | 123 741 992 | 427 014 965 | |
| Interest and similar charges | 45 597 123 | 43 790 120 | |
| Dividends | 5 013 | ||
| Finance leases - repayment of principal | 5 893 556 | 4 280 593 | |
| Others | 60 240 | ||
| 175 232 671 | 475 150 931 | ||
| Net cash used in financing activities (3) | 65 427 754 | - 126 688 645 | |
| Net increase in cash and cash equivalents (4) = (1) + (2) + (3) | 75 248 100 | 41 676 356 | |
| Effect of foreign exchange rate | 3 007 610 | - 2 629 424 | |
| Cash and cash equivalents at the beginning of the period | 22 | 116 475 852 | 72 170 072 |
| Cash and cash equivalents at the end of the period | 22 | 188 716 342 | 116 475 852 |
The notes are an integral part of the consolidated financial statements
The board of directors
FOR THE PERIOD ENDED 31 DECEMBER 2006 (Amounts expressed in euros)
SONAE INDÚSTRIA, SGPS, SA, whose head-office is at Lugar do Espido, Via Norte, Apartado 1096, 4470-909 Maia, Portugal, is the parent company of a group of companies as detailed in notes 5 to 7 ("Sonae Indústria Group"). The Group's operations and business segments are described in Note 39.
The notary deed of the demerger-merger-merger process of the stake held by Sonae SGPS, SA in Sonae Indústria, SGPS, SA's share capital was held on 15 December 2005. Sonae SGPS, SA demerged 90.3644% of Sonae Indústria, SGPS, SA's share capital, which was incorporated into Sonae 3P – Panels, Pulp and Paper, SGPS, SA and all of Sonae Indústria SGPS, SA's assets were simultaneously merged into Sonae 3P – Panels, Pulp and Paper, SGPS, SA. As a result, Sonae Indústria, SGPS, SA ceased to exist and the incorporating company, Sonae 3P – Panels, Pulp and Paper, SGPS, SA was renamed to Sonae Indústria, SGPS, SA.
Due to the fact that the activity of Sonae Indústria Group remained substantially unchanged after the aforementioned merger operation, the comparability of consolidated financial statements at 31 December 2006 and 31 December 2005 was not affected.
The main accounting policies adopted in preparing the accompanying consolidated financial statements are as follows:
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS" – previously named International Accounting Standards – "IAS"), issued by the International Accounting Standards Board
("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), applicable to financial years beginning on 1 January 2006.
The accompanying consolidated financial statements have been prepared from the books and accounting records of the companies included in the consolidation (Note 5) on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value (Note 2.12).
The consolidation methods adopted by the Group are as follows:
Investments in companies in which the Group owns, directly or indirectly, more than 50% of the voting rights at Shareholders' General Meetings and is able to establish financial and operational policies so as to benefit from its activities (definition of control normally used by the Group), are included in the consolidated financial statements using the full consolidation method. Equity and net profit attributable to minority shareholders are shown separately, under the caption Minority interests, in the consolidated balance sheet and in the consolidated income statement, respectively. Companies included in the consolidated financial statements are listed in Note 5.
When losses attributable to minority interests exceed the minority interest in the equity of the Group company, the excess, and any further losses attributable to minority interests, are charged against the equity holders of Sonae except to the extent that minority shareholders have a binding obligation and are able to cover such losses. If the Group company subsequently reports profits, such profits are allocated to the equity holders of Sonae until the minority's share of losses previously absorbed by the equity holders of Sonae has been recovered.
Assets and liabilities of each Group company are measured at their fair value at the date of acquisition. Any excess of the cost of acquisition over the Group's interest in the fair value of the identifiable net assets acquired is recognised as goodwill (Note 2.2.d and 14)). Any excess of the Group's share in the fair value of the identifiable net assets acquired over cost, is recognised as income in profit or loss for the period of acquisition, after reassessment of the estimated fair value. Minority interests include their proportion of the fair value of net identifiable assets and liabilities recognised on acquisition of Group companies.
The results of Group companies acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Adjustments to the financial statements of Group companies are performed, whenever necessary, in order to adapt accounting policies to those used by the Group. All intragroup transactions, balances, income and expenses and distributed dividends are eliminated on consolidation.
Financial investments in joint ventures (companies that the Group holds together with third parties and in which joint control is established in a shareholders' agreement) are accounted for through the proportionate consolidation method, as from the date the joint control is acquired or established. Under this method, the assets, liabilities, profits and losses of these companies are incorporated proportionately to the control attributable and line by line, in the Group's financial statements in appendix.
The excess value resulting from the difference between the acquisition cost and the fair value of the assets and liabilities of the joint-venture at the time of acquisition is recorded as goodwill (Note 2.2.d). If the difference between the acquisition cost and the fair value of the assets at the time of acquisition is negative, it is recognized as income in the period.
Transactions, balances and dividends between the companies are eliminated proportionately to the control attributable to the Group.
Joint-venture companies are detailed in note 6.
Investments in associated companies (companies where the Group exercises significant influence but does not establish financial and operational policies – usually corresponding to holdings between 20% and 50% in a company's share capital) are accounted for in accordance with the equity method.
Under the equity method, investments are recorded at cost, adjusted by the amount corresponding to the Group's share of changes in equity (including net profit) of associated companies and are offset against losses or profits in the period and against dividends received.
Any excess of the cost of acquisition over the Group's share in the fair value of the identifiable net assets acquired is recognised as goodwill (Note 2.2.d). Any excess of the Group's share in the fair value of the identifiable net assets acquired over cost is recognised as income in the profit or loss for the period of acquisition, in results related to associated companies.
An assessment of investments in associated companies is performed when there is an indication that the asset might be impaired. Any impairment loss is disclosed in the income statement. Impairment losses recorded in prior years that are no longer justifiable, are reversed.
When the Group's share of losses exceeds the carrying amount of the investment, the investment is reported at nil value and recognition of losses is discontinued, unless the Group is committed beyond the value of its investment.
The Group's share in unrealized gains arising from transactions with associated companies is eliminated. Unrealized losses are eliminated, but only to the extent that there is no evidence of impairment of the asset transferred.
Investments in associated companies are disclosed in Note 7.
The excess of the cost of acquisition of investments in group, jointly controlled and associated companies over the Group's share in the fair value of the assets and liabilities of those companies at the date of acquisition is shown as Goodwill (Note 14). The excess of the cost of acquisition of investments in foreign companies over the fair value of their identifiable assets and liabilities at the date of acquisition is calculated using the functional currency of each of those companies. Translation to the Group's currency (Euro) is made using the closing exchange rate. Exchange rate differences arising from this translation are disclosed in Reserves and retained earnings.
Goodwill is not amortised, but it is subject to impairment tests on an annual basis. Impairment losses identified in the period are disclosed in the income statement under Provisions and impairment losses, and cannot be reversed.
Any excess of the Group's share in the fair value of identifiable assets and liabilities in group, jointly controlled and associated companies over cost, is recognised as income in the profit or loss for the period, at the date of acquisition, after reassessment of the fair value of the identifiable assets and liabilities acquired.
Assets and liabilities denominated in foreign currencies in the individual financial statements of foreign companies are translated to Euro using exchange rates at the balance sheet date. Profit and loss and cash flows are converted to Euro using the average exchange rate for the period. Exchange rate differences originated after 1 January 2004 are recorded as equity under Translation reserves in Reserves and retained earnings. Exchange rate differences that originated prior to 1 January 2004 (date of transition to IFRS) were written-off through Retained earnings
Goodwill and fair value adjustments arising from the acquisition of foreign companies are recorded as assets and liabilities of those companies and translated to Euro using exchange rates at the balance sheet date.
Whenever a foreign company is sold, accumulated exchange rate differences are recorded in the income statement as a gain or loss on the disposal.
Exchange rates used on translation of foreign group, jointly controlled and associated companies are listed below:
| 31.12.06 | 31.12.05 | ||||
|---|---|---|---|---|---|
| Closing | Average | Closing | Average | ||
| rate | rate | rate | rate | ||
| Great Britain Pound | 0.6715 | 0.6816 | 0.6853 | 0.6837 | |
| Brazilian Real | 2.8118 | 2.7279 | 2.7440 | 3.0049 | |
| South African Rand | 9.2123 | 8.4381 | 7.4644 | 7.9120 | |
| Canadian Dollar | 1.5281 | 1.4227 | 1.3725 | 1.5029 | |
| American Dollar | 1.3170 | 1.2544 | 1.1797 | 1.2418 | |
| Swiss Franc | 1.6069 | 1.5727 | 1.5551 | 1.5483 | |
| Polish Zloty | 3.8310 | 3.8942 |
Source: Bloomberg
Tangible assets acquired up to 1 January 2004 (transition date to IFRS) are recorded at acquisition cost, or revaluated acquisition cost, in accordance with generally accepted accounting principles in Portugal until that date, net of depreciation and accumulated impairment losses.
Tangible assets acquired after that date are recorded at acquisition cost, net of depreciation and accumulated impairment losses.
Depreciation is calculated on a straight line basis, as from the date the asset is first used, over the expected useful life for each class of assets.
Depreciation rates used correspond to the following estimated useful lives of underlying assets:
| Years | |
|---|---|
| Buildings | 50 |
| Plant & Machinery | 15 |
| Vehicles | 5 |
| Tools | 4 |
| Fixtures and Fittings | 10 |
| Other Tangible Assets | 5 |
Maintenance and repair costs related to tangible assets are recorded directly as expenses in the year they are incurred.
Tangible assets in progress represent fixed assets still under construction/development and are stated at acquisition cost net of impairment losses. These assets are depreciated from the date they are completed or start being used.
.
Intangible assets are stated at acquisition cost, net of depreciation and accumulated impairment losses. Intangible assets are only recognised if it is probable that future economic benefits will flow from them, if they are controlled by the Group and if their cost can be reliably measured.
Expenditure on research associated with new technical know-how is recognised as an expense recorded in the income statement when it is incurred.
Expenditure on development is recognised as an intangible asset if the Group demonstrates the technical feasibility and its intention to complete the asset, its ability to sell or use it and the probability that the asset will generate future economic benefits. Expenditure on development which does not fulfil these conditions is recorded as an expense in the period in which it is incurred.
Internal costs associated with maintenance and development of software are recorded as an expense in the period in which they are incurred. Only costs directly attributable to projects for which the generation of future economic benefits is probable are capitalized as intangible assets.
Amortisation is calculated on a straight line basis, as from the date the asset is first used, over the expected useful life which normally is 5 years.
Brands and patents with indefinite useful lives are not amortised, but are subject to impairment tests on an annual basis.
Lease contracts are classified as (i) a finance lease if the risks and rewards incidental to ownership lie with the lessee and (ii) as an operating lease if the risks and rewards incidental to ownership do not lie with the lessee.
Whether a lease is classified as a finance or an operating lease depends on the substance of the transaction rather than the form of the contract.
Tangible assets acquired through finance lease contracts are recorded as assets and corresponding obligations as liabilities in the balance sheet. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. Both the finance charge and the depreciation expense for depreciable assets are taken to the income statement in the period in which they are incurred.
Lease payments under operating lease contracts are recognised as an expense on a straight line basis over the lease term.
Investment properties are recorded at acquisition cost net of depreciation and of accumulated impairment losses. These are registered as a result of land and buildings used in discontinued operations and that the Group had established lease contracts with third parties.
Government grants are recorded at fair value when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them.
Grants received as compensation for expenses, namely grants for personnel training, are recognised as income in the same period as the relevant expense.
Grants related to depreciable assets are disclosed as Other non-current liabilities and are recognised as income on a straight line basis over the expected useful lives of those assets.
Assets are assessed for impairment at each balance sheet date whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised in the income statement under Provisions and impairment losses.
The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Fair value less costs to sell is the amount obtainable from the sale of an asset in an arm's length transaction less the costs of disposal. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if this is not possible, for the cash-generating unit to which the asset belongs. Reversal of impairment losses recognised in prior years is only recorded when it is concluded that the impairment losses recognised for the asset no longer exist or have decreased. This analysis is performed whenever there is an indication that the impairment loss previously recognised has been reversed. The reversal is recorded in the income statement as Other Operational income. However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognised to the extent it does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for that asset in prior years.
Borrowing costs are normally recognised as an expense in the period in which they are incurred.
Borrowing costs directly attributable to the acquisition, construction or production of tangible and intangible assets are capitalised as part of the cost of the qualifying asset. Borrowing costs are capitalised from the time of preparation of the activities to construct or develop the asset up to the time the production or construction is complete or when asset development is interrupted. Any income earned on funds temporarily invested pending their expenditure on the qualifying asset, is deducted from the borrowing costs that qualify for capitalisation.
Consumer goods and raw materials are stated at the lower of cost and net realisable value. Cost is determined on a weighted average basis.
Finished goods and work in progress are stated at the lower of the weighted average production cost or net realisable value. Production cost includes cost of raw materials, labour costs and overheads (including depreciation of production equipment based on normal levels of activity).
Net realisable value is the estimated selling price less estimated costs of completion and estimated costs necessary to make the sale.
Differences between cost and net realisable value, if negative, are shown as operating expenses under Cost of sales or Changes in stocks of finished goods and work in progress, depending on whether they refer to consumer goods and raw materials or finished goods and work in progress.
Provisions are recognised when, and only when, the Group has an obligation (legal or constructive) resulting from a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of that obligation. Provisions are reviewed and adjusted at the balance sheet date to reflect the best estimate as of that date.
Restructuring provisions are recorded by the Group whenever a formal and detailed restructuring plan exists and that plan has been communicated to the parties involved.
Investments are classified into the following categories:
Held to maturity investments are classified as non-current assets unless they mature within 12 months of the balance sheet date. Investments classified as held to maturity
have defined maturities and the Group has the intention and ability to hold them until the maturity date.
Investments measured at fair value through profit or loss are classified as current assets.
Available-for-sale investments are classified as non-current assets.
All purchases and sales of investments are recognised on the trade date, independently of the settlement date.
Investments are initially measured at cost, which is the fair value of the consideration paid for them, including transaction costs.
Available-for-sale investments and investments measured at fair value through profit or loss are subsequently carried at fair value, without any deduction for transaction costs which may be incurred on sale, by reference to their quoted market price at the balance sheet date. Investments in equity instruments that do not have a quoted market price and whose fair value cannot be reliably measured, are stated at cost, less impairment losses.
Gains or losses arising from a change in fair value of available-for-sale investments are recognised directly in equity, under Fair value reserve, included in Reserves and retained earning until the investment is sold or otherwise disposed of, or until it is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is transferred to net profit or loss for the period.
Changes in the fair value of investments measured at fair value through profit or loss are included in the consolidated income statement for the period.
Held to maturity investments are carried at amortised cost using the effective interest rate, net of capital reimbursements and interest income received
Receivables are stated at net realisable value, corresponding to their nominal value less impairment losses, recorded under the caption Impairment losses in accounts receivable, and thereby reflect their net realisable value.
Financial liabilities and equity instruments are classified and accounted for based on their contractual substance, independently from the legal form they assume.
Loans are recorded as liabilities at their nominal value, net of up-front fees and commissions related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the income statement on an accruals basis, in accordance with the accounting policy defined in Note 2.9. The portion of the effective interest charge relating to up-front fees and commissions, if not paid in the period, is added to the book value of the loan.
Accounts payable are stated at their nominal value.
The Group uses derivatives in the management of its financial risks, only to hedge such risks. Derivatives are not used by the Group for trading purposes.
Derivatives classified as cash flow hedge instruments are used by the Group mainly to hedge interest and exchange rate risks on loans obtained. Conditions established for these cash flow hedge instruments are identical to those of the corresponding loans in terms of base rates, calculation rules, rate setting dates and repayment schedules of the loans and for these reasons they qualify as perfect hedges. Inefficiencies that may arise are recorded on the Profit and Loss statement.
The Group's criteria for classifying a derivative instrument as a cash flow hedge instrument include:
Cash flow hedge instruments used by the Group to hedge the exposure to changes in interest and exchange rates of its loans are initially accounted for at cost and subsequently adjusted to their corresponding fair value. Changes in fair value of these cash flow hedge instruments are recorded in equity under the caption Hedging reserves, and then recognised in the income statement over the same period in which the hedged instrument affects income statement.
Whenever the company chooses not to apply hedge accounting to derivative instruments, changes in fair value affect results immediately on a daily basis.
Hedge accounting of derivative instruments is discontinued when the instrument matures or is sold. Whenever a derivative instrument can no longer be qualified as a hedging instrument, the fair value differences recorded in equity under the caption Hedging reserve are transferred to profit or loss of the period or to the carrying amount of the asset that resulted from the hedged forecast transaction. Subsequent changes in fair value are recorded in the income statement.
In those cases in which derivatives, in spite of having been negotiated to hedge financial risks inherent to the business (essentially, currency "forwards" to cover future imports), no longer meet the criteria for hedge accounting under IAS 39, changes in the fair value are recorded directly in the income statement.
When embedded derivatives exist, they are accounted for as separate derivatives when the risks and the characteristics are not closely related to economic risks and characteristics of the host contract, and this is not stated at fair value.
Additionally, the Group also negotiates, in specific situations, interest and exchange rate derivatives in order to hedge fair values. In these cases, derivatives are stated at fair value through profit or loss. When the hedged instrument is not measured at fair value (i.e. loans which are recorded at amortised cost) the book value is adjusted by the amount which is effectively hedged through profit or loss.
Equity instruments are those that represent a residual interest on the Group's net assets and are recorded at the amount received, net of costs incurred with their issuance.
Own shares are recorded at acquisition cost as a reduction to equity. Gains or losses arising from sales of own shares are recorded in Reserves and retained earnings under Other reserves.
Cash and cash equivalents include cash on hand, cash at banks, term deposits and other treasury applications which mature in less than three months and are subject to insignificant risk of change in value.
In the consolidated statement of cash flows, cash and cash equivalents also include bank overdrafts, which are included in the balance sheet caption Borrowings.
As referred to in Note 28, some of the Group companies are committed to provide pension complements to their employees. These commitments are considered as defined benefit plans, and autonomous pension funds have been established to this effect:
In order to estimate its obligations, the Group obtains, annually, actuarial valuations according to the "Projected Unit Credit Method". When unrecognised cumulative actuarial gains and losses exceed the greater of 10% of the present value of the defined benefit obligation and 10% of the fair value of plan assets, these are recorded as income or expense on a straight line basis over the average remaining service period of the participants.
Past service costs are recorded immediately when benefits are being paid. Otherwise, these are recorded on a straight line basis over the average remaining service period until they vest (generally, the date of retirement if they still work for the Group).
Obligations recorded at the closing balance sheet date reflect the present value of obligations for defined benefits adjusted for actuarial gains or losses and/or past service costs not recorded, net of the fair value of net assets of the pension fund.
Contingent liabilities are not recorded in the consolidated financial statements. Instead they are disclosed in the notes to the financial statements, unless the probability of a cash outflow is remote, in which case, no disclosure is made.
Contingent assets are not recorded in the consolidated financial statements but disclosed when future economic benefits are probable.
Income tax for the period is calculated based on the taxable income of companies included on consolidation and considers deferred taxation.
Current income tax is determined based on the taxable income of companies included on consolidation and includes deferred taxation, in accordance with the tax rules in force in the respective country of incorporation, considering the period profit and using the estimated effective average annual income tax rate.
Deferred taxes are calculated using the balance sheet liability method, reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are calculated and annually remeasured using the tax rates that have been enacted or substantively enacted and therefore are expected to apply in the periods when the temporary differences are expected to reverse.
Deferred tax assets are recognised only when it is probable that sufficient taxable profits will be available against which the deferred tax assets can be used, or when taxable temporary differences are recognised and expected to reverse in the same period. At each balance sheet date a review is made of the deferred tax assets recognised, which are reduced whenever their future use is no longer probable
Deferred tax assets and liabilities are recorded in the income statement, except if they relate to items directly recorded in equity. In these cases the corresponding deferred tax is recorded in equity.
Revenue from the sale of goods is recognised in the income statement when the risks and benefits have been transferred to the buyer and the amount of the revenue can be measured
reasonably. Sales are recognised net of sales taxes and discounts and other expenses arising from the sale, and are measured as the fair value of the amount received or receivable.
Revenue from services rendered is recognised in the income statement taking into consideration the stage of completion of the transaction at the balance sheet date.
Dividends are recognised as income in the year they are attributed to the shareholders.
Income and expenses are recorded in the year to which they relate, independently of the date of the corresponding payment or receipt. Income and expenses for which their real amount is not known are estimated.
Other current assets and Other current liabilities include income and expenses of the reporting year which will only be invoiced in the future. Those captions also include receipts and payments that have already occurred but will only correspond to income or expenses of future years, when they will be recognised in the income statement.
Capital gains and losses that result from the sale or write-off of tangible and intangible assets and of investments are presented on the profit and loss statement as the difference between the sale price and the net book value at date of sale or write-off, under the caption Other Operating Profits and Losses.
Transactions in currencies other than the Euro, are translated to Euro using the exchange rate as at the transaction date.
At each balance sheet date, all monetary assets and liabilities expressed in foreign currencies are translated to the functional currency of each foreign company at the exchange rates as at that date. All non-monetary assets and liabilities recorded at fair value and stated in foreign currencies are converted to the functional currency of each company, using the exchange rate at the date the fair value was determined.
Exchange gains and losses arising from differences between historical exchange rates and those prevailing at the date of collection, payment or the date of the balance sheet, are recorded as income or expenses of the period, except for those related to non-monetary assets or liabilities, for which adjustments to fair value are directly recorded under equity.
When the Group wants to reduce currency exposure, it negotiates hedging currency derivatives (Note 2.12.f)).
Events after the balance sheet date that provide additional information about conditions that existed at the balance sheet date (adjusting events), are reflected in the consolidated financial statements. Events after the balance sheet date that are non-adjusting events are disclosed in the notes when material.
All business and geographic segments of the Group are identified annually.
Information regarding business and geographic segments identified is included in Note 39.
On 17 April 2006 a fire broke out on production line 2 at the factory in Lac Megantic, Canada, destroying a significant part of this line's assets. In addition, Line 1 was also forced to stop for almost 2 months. The Group's insurance policy covers asset and operating losses and the compensation received will be sufficient to replace production capacity prior to the fire with new assets and to cover operating losses resulting from the stoppage of both production lines, for a period of up to 18 months.
As a result, consolidated financial statements for 2006 includes an impairment loss that results from the net value of the assets destroyed (38 115 481 euros) in "Provisions and impairment losses" on the consolidated profit and loss statement. The corresponding indemnity is included in "Provisions and impairment losses" (38 115 481 euros) and "Other current assets" on the consolidated profit and loss statement and balance sheet, respectively. As regards the estimated indemnity relating to operating losses, it is included in "Other operating profits" (31 025 219 euros) and "Other current assets" on the consolidated profit and loss statement and balance sheet, respectively. This estimate was calculated by the Company in accordance with the terms of the insurance policy which state whereby the value should take into account the gross profit margin and turnover generated in the previous year, adjusted for underlying business trends. The calculation is based on all available data at the time these accounts were finalized.
The amount of operating losses incurred until 31 December 2006 as a result of the aforementioned accident are still being analysed by the Group and the involved insurance
companies. Consequently, the indemnity included in the caption Other operating profits of the consolidated profit and loss statement for 31 025 219 euros, refers to an estimation based on the available information as at the closing date of these consolidated financial statements and will only be confirmed at the end of the indemnity period covered by the insurance policy and once a final agreement has been reached between the Company and the insurance companies.
No changes to the accounting policies mentioned in note 2 and no corrections to prior period errors were made.
Group companies included in the consolidated financial statements, their head offices and percentage of capital held by the Group as at 31 December 2006 and 31 December 2005 are as follows:
| COMPANY HEAD OFFICE |
PERCENTAGE OF CAPITAL HELD | TERMS FOR INCLUSION |
|||||
|---|---|---|---|---|---|---|---|
| 31.12.2006 | 31.12.2005 | ||||||
| Direct | Total | Direct | Total | ||||
| 1) | Agepan Eiweiler Management GmbH | Eiweiler (Germany) | 100,00% | 91,16% | a) | ||
| 2) | Agepan Flooring Products, SARL | Luxembourg | 100,00% | 91,16% | a) | ||
| Agloma - Sociedade Industrial de Madeira Aglomerada, S.A. | Oliveira do Hospital (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| Cia. De Industrias y Negocios, S.A. | Madrid (Spain) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| 3) | Darbo SAS | Linxe (France) | 100,00% | 91,16% | a) | ||
| Ecociclo, Energia e Ambiente, S. A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| 4) | Ecociclo II – Energias, S. A. | Maia (Portugal) | 100,00% | 100,00% | a) | ||
| Euro Decorative Boards Ltd. | Knowsley (United Kingdom) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Euromegantic Lteé | Lac Mégantic (Canadá) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Euroresinas - Indústrias Quimicas, S.A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| 5) | GHP, GmbH | Meppen (Germany) | 100,00% | 91,16% | |||
| 6) | Glunz AG | Meppen (Germany) | 100,00% | 91,16% | 98,17% | 90,36% | a) |
| Glunz Service GmbH | Hamm (Germany) | 100,00% | 91,16% | 100,00% | 90,36% | a) | |
| Glunz UK Holdings, Ltd. | Londres (United Kingdom) | 100,00% | 91,16% | 100,00% | 90,36% | a) | |
| Glunz UkA GmbH | Hamm (Germany) | 100,00% | 91,16% | 100,00% | 90,36% | a) | |
| 7) | Hornitex Polska | Poznan (Poland) | 100,00% | 91,16% | |||
| 8) | Isoroy Transformation S.A.S. | St. Dizier (France) | 99,99% | 91,16% | 99,99% | 91,16% | a) |
| Isoroy, SAS | Boulogne (France) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Maiequipa - Gestão Florestal, S.A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| Megantic B.V. | Amsterdão (The Netherlands) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Movelpartes – Comp. para a Indústria do Mobiliário, S.A. | Paredes (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| OSB Deustchland | Germany | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Poliface Brasil, Ltda. | São Paulo (Brazil) | 99,99% | 99,99% | 99,99% | 99,99% | a) |
| Poliface North America | Baltimore (USA) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
|---|---|---|---|---|---|---|---|
| Racionalización y Manufacturas Florestales, S.A. | Madrid (Spain) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Resoflex – Mobiliário e Equipamentos de Gestão, S.A. | Vila de Conde (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| SCS Beheer, BV | The Netherlands | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Siaf – Soc. de Iniciativa e Aproveitamentos Florestais, S.A. | Mangualde (Portugal) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| 9) | Socelpac, SGPS, SA | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) |
| Sociedade de Iniciativa e Aproveit. Florestais - Energias, S.A. | Mangualde (Portugal) | 100,00% | 91,18% | 100,00% | 91,18% | a) | |
| Société Industrielle et Financière Isoroy | Rungis (France) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Somit – Imobiliária, S.A. | Oliveira do Hospital (Portugal) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Sonae – Serviços de Gestão, S. A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| Sonae España, S. A. | Madrid (Spain) | 99,94% | 99,94% | 99,94% | 99,94% | a) | |
| Sonae Indústria – Prod. e Comerc. Derivados Madeira, S. A. | Mangualde (Portugal) | 100,00% | 91,41% | 100,00% | 91,41% | a) | |
| Sonae Indústria – Soc. Gestora de Participações Sociais, S.A. | Maia (Portugal) | HOLDING | HOLDING | HOLDING | HOLDING | HOLDING | |
| Sonae Indústria Brasil, Ltda. | São Paulo (Brazil) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| Sonae Indústria de Revestimentos, S.A. | Maia (Portugal) | 100,00% | 100,00% | 100,00% | 100,00% | a) | |
| Sonae Novobord (Pty) Ltd | Woodnead (South Africa) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Sonae Tafibra (UK) Ltd | Knowsley (United Kingdom) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Sonae Tafibra Benelux, B. V. | Woerden (The Netherlands) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Sonae UK, Limited | Knowsley (United Kingdom) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Spanboard Products Ltd | Belfast (United Kingdom) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Tableros de Fibras, S.A. | Madrid (Spain) | 91,16% | 91,16% | 91,16% | 91,16% | a) | |
| Tableros Tradema, S.L. | Madrid (Spain) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Tafiber, Tableros de Fibras Ibéricas, S.L. | Madrid (Spain) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Tafibra South Africa, Limited | South Africa | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Tafibras, S.A. | Curitiba (Brazil) | 54,32% | 49,55% | 54,32% | 49,55% | a) | |
| Tafisa Brasil, S.A. | Curitiba (Brazil) | 100,00% | 57,46% | 100,00% | 57,46% | a) | |
| Tafisa Canadá Societé en Commandite | Lac Mégantic (Canadá) | 99,99% | 91,16% | 99,99% | 91,16% | a) | |
| Tafisa France S.A.S. | Rungis (France) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Tafisa U.K.Ltd. | Knowsley (United Kingdom) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Taiber, Tableros Aglomerados Ibéricos, S.L. | Madrid (Spain) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Tavapan, SA | Tavannes (Switzerlanda) | 100,00% | 91,16% | 100,00% | 90,36% | a) | |
| Tecnologias del Medio Ambiente, S.A. | Barcelona (Spain) | 100,00% | 91,16% | 100,00% | 91,16% | a) | |
| Tool, GmbH | Meppen (Germany) | 100,00% | 91,16% | 100,00% | 90,36% | a) |
a) Majority of voting rights.
These group companies are consolidated using the full consolidation method as described in Note 2.2.a).
The joint ventures, their head offices, percentage of share capital held and balance sheet on 31 December 2006 are as follows:
| COMPANY | HEAD OFFICE | PERCENTAGE OF CAPITAL HELD | |||
|---|---|---|---|---|---|
| Direct | Total | ||||
| 1) | Agepan Tarkett Laminate Park GmbH & Co. KG | Eiweiler (Germany) | 50,00% | 50,00% | |
| 2) | Tarkett Agepan Laminate Flooring SCS | Luxemburg | 50,00% | 50,00% | |
| 3) | Tecmasa, Reciclados de Andalucia, S. L. | Alcalá de Guadaira (Spain) | 50,00% | 50,00% |
1) Company incorporated 6 September 2006
2) Company incorporated 5 July 2006
3) Company incorporated 4 October 2006
Joint venture companies have been consolidated using the proportionate consolidation method, as explained in note 2.2.b).
Associated companies, their head offices and the percentage of share capital held as at 31 December 2006 and 31 December 2005 are as follows:
| COMPANY | HEAD OFFICE | PERCENTAGE OF CAPITAL HELD 31.12.2006 31.12.2005 |
|||
|---|---|---|---|---|---|
| Direct | Total | Direct | Total | ||
| Ipaper - Indústria de Papéis Impregnados, S. A. | Maia (Portugal) | 49,00% | 49,00% | 49,00% | 49,00% |
| Promodeco – Proj. Imobiliário Decoração e Constr., Lda. | Maia (Portugal) | 27,60% | 27,60% | 27,60% | 27,60% |
| Serradora Boix | Barcelona (Spain) | 31,25% | 28,49% | 31,25% | 28,49% |
| Sonaegest | Maia (Portugal) | 20,00% | 20,00% | 20,00% | 20,00% |
Associated companies are consolidated using the equity method, as referred in Note 2.2.c).
Comparison of the 2005 and 2006 financial statements is affected by the companies that were included and excluded in the consolidation perimeter during 2006 and by the companies that were excluded during 2005.
| Company | Head Office | Percentage of capital held at date of acquisition / incorporation |
|||
|---|---|---|---|---|---|
| Directo | Total | ||||
| 1) | Agepan Eiweiler Management, GmbH | Eiweiler (Germany) | 100,00% | 91,16% | |
| 2) | Agepan Flooring Products, SARL | Luxemburg | 100,00% | 91,16% | |
| 3) | Agepan Tarkett Laminate Park GmbH & Co. GK | Eiweiler (Germany) | 50,00% | 45,58% | |
| 4) | Darbo, SAS | Linxe (France) | 100,00% | 91,16% | |
| 5) | Ecociclo II – Energias, S. A. | Maia (Portugal) | 100,00% | 100,00% |
| 6) | GHP, GmbH | Meppen (Germany) | 100,00% | 91,16% |
|---|---|---|---|---|
| 7) | Hornitex Polska | Poznan (Poland) | 100,00% | 91,16% |
| 8) | Tarkett Agepan Laminate Flooring SCS | Luxemburg | 50,00% | 45,58% |
| 9) | Tecmasa, Reciclados de Andalucia, S. L. | Alcalá de Guadaira (Spain) | 50,00% | 45,58% |
The inclusion of these companies in the consolidation perimeter during 2006 affected the comparability of the consolidated profit and loss statements of 2006 and 2005 financial years as follows:
| Year 2006 | Companies entering perimeter in 2006 |
Year 2006 comparable basis |
Year 2005 | |
|---|---|---|---|---|
| [1] | [2] | [1] - [2] | ||
| Operating revenues | ||||
| Sales | 1 692 333 903 | 163 572 485 | 1 528 761 418 | 1 459 552 013 |
| Services rendered | 6 981 465 | 25 884 | 6 955 581 | 5 468 193 |
| Negative goodwill | 19 565 777 | 19 565 777 | ||
| Other operating revenues | 119 474 376 | 19 649 735 | 99 824 641 | 64 041 058 |
| Total operating revenues | 1 838 355 521 | 202 813 881 | 1 635 541 640 | 1 529 061 264 |
| Operating costs | ||||
| Cost of sales | 847 678 904 | 83 252 628 | 764 426 276 | 702 113 592 |
| (Increase) / decrease in production | - 7 873 782 | - 1 869 847 | - 6 003 935 | - 4 653 806 |
| External supplies and services | 463 165 266 | 51 977 041 | 411 188 225 | 392 744 222 |
| Staff expenses | 244 471 593 | 40 678 513 | 203 793 080 | 206 049 227 |
| Depreciation and amortisation | 107 971 033 | 10 361 225 | 97 609 808 | 101 827 792 |
| Provisions and impairment losses | 35 088 175 | 12 659 869 | 22 428 306 | 801 737 |
| Other operating costs | 27 795 419 | 517 618 | 27 277 801 | 21 793 187 |
| Total operating costs | 1 718 296 608 | 197 577 047 | 1 520 719 561 | 1 420 675 951 |
| Operational profit / (loss) | 120 058 913 | 5 236 834 | 114 822 079 | 108 385 313 |
| Financial profits | 51 525 288 | 4 167 644 | 47 357 644 | 31 836 538 |
| Financial costs | 119 302 883 | 12 202 622 | 107 100 261 | 75 961 611 |
| Net financial profit / (loss) | - 67 777 595 | - 8 034 978 | - 59 742 617 | - 44 125 073 |
| Gains and losses in associated companies | - 5 205 | - 5 205 | 133 356 | |
| Gains and losses in investments | 72 557 | 72 557 | - 141 358 | |
| Current profit / (loss) | 52 348 670 | - 2 798 144 | 55 146 814 | 64 252 238 |
| Taxation | 18 702 317 | - 7 120 985 | 25 823 302 | 27 820 544 |
| Consolidated net profit / (loss) after taxation | 33 646 353 | 4 322 841 | 29 323 512 | 36 431 694 |
| Consolidated net profit / (loss) for the period | 33 646 353 | 4 322 841 | 29 323 512 | 36 431 694 |
| Attributable to: | ||||
| Equity holders of Sonae Indústria | 32 311 969 | 5 608 430 | 26 703 539 | 36 383 591 |
| Minority interests | 1 334 384 | - 1 285 589 | 2 619 973 | 48 103 |
| Company | Head Office | Percentage of capital held at date | ||
|---|---|---|---|---|
| of acquisition / incorporation | ||||
| Direct | Total | |||
| 1) | Isoroy Transformation S.A.S. | St. Dizier (France) | 99,99% | 91,16% |
| 2) | Socelpac, SGPS, SA | Maia (Portugal) | 100,00% | 100,00% |
1) Company sold 4 September 2006;
2) Company liquidated 31 May 2006.
The comparability of consolidated financial statements of 2006 and 2005 financial years was not materially affected by the exclusion of these companies from the consolidation perimeter during 2006.
| Company | Head Office | Percentage of capital held at date of acquisition / incorporation |
|||
|---|---|---|---|---|---|
| Direct | Total | ||||
| 1) | Explotaciones Comerciales, Industriales y de Servicios, S.A. | Madrid (Spain) | 100,00% | 91,16% | |
| 2) | Explotaciones Madereras Catalanas, S. A. | Barcelona (Spain) | 100,00% | 91,16% | |
| 3) | Florestal y Maderera, S. A. | Madrid (Spain) | 100,00% | 91,16% | |
| 4) | Gollin GmbH | Bad Oeynhausen (Germany) | 90,00% | 81,32% | |
| 5) | Orpin, S. A. | Madrid (Spain) | 100,00% | 91,16% | |
| 6) | Tafibra - Tableros Aglomerados y de Fibras, A.I.E. | Madrid (Spain) | 100,00% | 91,18% | |
| 7) | Sonae 4-P, Panels, Pulp, Paper and Packiging, S. A. | Madrid (Spain) | 100,00% | 91,16% | |
| 8) | Novobord (Pty) Ltd. | Woodnead (South Africa) | 100,00% | 91,16% |
The comparability of consolidated financial statements of 2006 and 2005 financial years was not materially affected by the exclusion of these companies from the consolidation perimeter during 2005.
As explained in notes 5 and 8, during the year the Group acquired 100% of the share capital of GHP GmbH, Darbo SAS and Hornitex Polska. It also acquired the remaining outstanding shares of its subsidiary Glunz AG which were previously held by third parties.
| Euros | GHP GmbH | Darbo SAS | Hornitex Polska |
Glunz AG | Total |
|---|---|---|---|---|---|
| Cost | |||||
| Acquisition cost | 60 500 000 | 30 514 175 | 11 175 | 2 276 832 | |
| Costs attributable to the combination | 256 130 | 546 715 | |||
| 60 756 130 | 30 514 175 | 11 175 | 2 823 547 | ||
| Fair value of net assets at aqcuisition date | 82 218 940 | 23 901 996 | (1 302 906) | 95 682 156 | |
| Direct ownership percentage acquired | 100.00% | 100.00% | 100.00% | 0.88% | |
| Total ownership percentage acquired | 91.16% | 91.16% | 91.16% | 0.81% | |
| Goodwill (Note 14) | - | 6 027 749 | 1 197 933 | 1 802 514 | 9 028 195 |
| Negative goodwill | (19 565 777) | - | - | - | (19 565 777) |
The fair value of the net assets at the time of the acquisition are as follows:
| GHP GmbH | Darbo SAS | ||||||
|---|---|---|---|---|---|---|---|
| Carrying amount at acquisition date |
Fair value adjustments |
Fair value at acquisition date |
Carrying amount at acquisition date |
Fair value adjustments |
Fair value at acquisition date |
||
| Non current assets | |||||||
| Tangible and intangible assets | 167 384 607 | 4 458 049 | 171 842 656 | 19 138 832 | 10 421 174 | 29 560 006 | |
| Other non current assets | 11 175 | 11 175 | 11 123 | 11 123 | |||
| Current assets | 35 008 859 | 35 008 859 | 17 090 905 | 17 090 905 | |||
| Non current liabilities | 62 651 101 | 41 089 116 | 103 740 217 | 5 070 612 | 5 070 612 | ||
| Current liabilities | 19 757 744 | 1 145 789 | 20 903 533 | 17 377 435 | 311 991 | 17 689 426 | |
| Net assets | 119 995 796 | -37 776 856 | 82 218 940 | 18 863 425 | 5 038 571 | 23 901 996 |
The fair value of the assets and liabilities acquired was calculated through independent valuations and internal audits. The adjustments to value referred to earlier, include changes to the book value of the assets and liabilities as a result of the evaluations made, recognition of the fair value of financial leases which prior to the acquisition were accounted for as operating leases on the financial statements of the companies acquired. This reclassification led to an increase in tangible assets of 43 104 726 euros (40 542 726 euros at GHP GmbH and 2 562 000 euros at Darbo SAS), to an increase in non-current liabilities of 41 423 843 euros (39 237 658 euros at GHP GmbH and 2 186 185 euros at Darbo SAS) and to an increase in current liabilities of 1 617 059 euros (1 305 068 at GHP GmbH and 311 991 euros at Darbo SAS).
The companies acquired contributed with Turnover of 162 651 131 euros to Consolidated Turnover and with 7 161 555 euros to Consolidated Net Results attributable to Sonae Indústria shareholders. If the acquisitions had occurred on 1 January 2006, Consolidated Turnover would have been higher by 192 688 021 euros and the Consolidated Net Results attributable to Sonae Indústria shareholders would have been lower by 4 984 173 euros. These amounts were determined through the financial statements of the companies acquired for the period in question and no adjustments were made to align accounting practices with those of the Sonae Indústria Group.
The Goodwill arising on the acquisition of Darbo SAS, of 6 027 749 arises from the fact that the company is expected to generate positive net results in the future as a result of synergies the Group expects to achieve in Iberia and France.
The negative goodwill recorded with the acquisition of GHP GmbH, of -19 565 777 euros is a result of the costs that the Group will have to incur to implement a restructuring plan for the business acquired and that could not be taken to goodwill in accordance with IFRS 3. At 31 December 2006, 20 236 891 euros of restructuring costs had already been recorded on the consolidated financial statements.
At 31 December 2006 and 31 December 2005, details of Investments are as follows:
| 31.12.06 | 31.12.05 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Investment in group companies excluded from consolidation | ||||
| Opening balance | 42 726 009 | 42 948 640 | ||
| Disposal | 196 990 | |||
| Liquidation | 25 641 | |||
| Closing balance | 42 726 009 | 42 726 009 | ||
| Accumulated impairment losses (Note 31) | 42 661 176 | 42 661 176 | ||
| Net investment in group companies excluded from consolidation | 64 833 | 64 833 | ||
| Investment in associated companies | ||||
| Opening balance | 3 148 389 | 3 168 799 | ||
| Increase in share capital | 100 000 | |||
| Disposal | 50 463 | |||
| Effect of equity method application | - 227 495 | 137 700 | ||
| Changes in consolidation perimeter | - 138 744 | |||
| Transfer | - 68 903 | |||
| Closing balance | 2 920 894 | 3 148 389 | ||
| Accumulated impairment losses (Note 31) | ||||
| Net investment in associated companies | 2 920 894 | 3 148 389 |
| 31.12.06 | 31.12.05 | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Available-for-sale investment | ||||
| Opening balance | 1 396 195 | 6 437 535 | ||
| Acquisition | 85 227 | 8 209 | ||
| Disposal | 20 489 | 5 393 091 | ||
| Transfer | 68 903 | |||
| Currency translation effect | - 27 501 | 274 639 | ||
| Closing balance | 1 433 432 | 1 396 195 | ||
| Accumulated impairment losses (Note 31) | 23 568 | 23 575 | ||
| Net available-for-sale investment | 1 409 864 | 1 372 620 | ||
| Investments measured at fair value through profit and loss | ||||
| Opening balance | 3 079 442 | 15 287 880 | ||
| Acquisition | 83 312 680 | |||
| Disposal | 81 622 341 | 12 208 438 | ||
| Closing balance | 4 769 781 | 3 079 442 | ||
| Accumulated impairment losses (Note 31) | 38 177 | |||
| Net investments measured at fair value through profit and loss | 4 769 781 | 3 041 265 |
During the twelve-month period ended 31 December 2006, movements in tangible assets, accumulated depreciation and impairment losses were as follows:
| 2006 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land and Buildings |
Plant and Machinery | Vehicles | Tools | Fixtures and Fittings |
Other Tangible Fixed Assets |
Fixed Assets under construction |
Total tangible assets | |
| Gross | ||||||||
| Opening balance | 399 281 939 | 1 645 040 536 | 13 234 771 | 8 116 441 | 45 754 871 | 12 820 081 | 16 320 975 | 2 140 569 614 |
| Changes in consolidation perimeter | 52 392 910 | 262 218 070 | 33 878 | 10 548 513 | - 68 074 | 17 422 955 | 342 548 252 | |
| Capital expenditure | 2 200 820 | 5 579 755 | 413 257 | 8 163 | 950 511 | - 268 251 | 107 412 322 | 116 296 577 |
| Disposal | 6 672 303 | 41 374 848 | 879 023 | 95 130 | 2 286 630 | 186 772 | 16 086 111 | 67 580 817 |
| Transfers and reclassifications | 25 443 410 | 40 078 706 | - 2 593 489 | 1 501 204 | 2 963 004 | 610 684 | - 63 639 670 | 4 363 849 |
| Exchange rate effect | - 8 184 913 | - 29 889 103 | - 107 719 | - 119 664 | - 863 842 | 2 615 | - 3 284 319 | - 42 446 945 |
| Closing balance | 464 461 863 | 1 881 653 116 | 10 101 675 | 9 411 014 | 57 066 427 | 12 910 283 | 58 146 152 | 2 493 750 530 |
| Accumulated depreciation and impairment losse |
||||||||
| Opening balance | 92 741 075 | 863 283 400 | 9 127 212 | 5 278 556 | 31 330 191 | 10 853 450 | 1 012 613 884 | |
| Changes in consolidation perimeter | 29 318 140 | 107 198 251 | 5 031 473 | - 57 863 | 141 490 001 | |||
| Charge for the period | 12 742 729 | 135 718 826 | 603 528 | 1 392 699 | 5 324 355 | 763 461 | 343 447 | 156 889 045 |
| Disposal | 3 597 419 | 30 129 074 | 746 776 | 93 081 | 1 966 583 | 164 848 | 36 697 781 | |
| Transfer | 251 778 | 1 551 869 | - 476 963 | 466 204 | 22 | 1 792 910 | ||
| Exchange rate effect | - 1 314 366 | - 14 906 954 | - 106 500 | - 12 404 | - 556 726 | 48 | - 16 896 902 | |
| Closing balance | 130 141 937 | 1 062 716 318 | 8 400 501 | 6 565 770 | 39 628 914 | 11 394 270 | 343 447 | 1 259 191 157 |
| Carrying amount | 334 319 926 | 818 936 798 | 1 701 174 | 2 845 244 | 17 437 513 | 1 516 013 | 57 802 705 | 1 234 559 373 |
| 2005 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land and Buildings |
Plant and Machinery |
Vehicles | Tools | Fixtures and Fittings |
Other Tangible Fixed Assets |
Fixed Assets under construction |
Total tangible asset |
|
| Gross | ||||||||
| Opening balance | 398 140 852 | 1 577 797 176 | 13 514 125 | 5 805 246 | 42 552 969 | 12 498 164 | 16 527 666 | 2 066 836 198 |
| Changes in consolidation perimeter | - 2 367 295 | - 3 710 067 | - 354 410 | - 57 529 | - 609 014 | - 7 098 315 | ||
| Capital expenditure | 44 217 | 697 604 | 168 833 | 32 948 | 424 903 | 79 037 | 39 536 170 | 40 983 712 |
| Disposal | 11 017 239 | 26 010 103 | 662 370 | 368 722 | 157 874 | 85 454 | 38 301 762 | |
| Transfers and reclassifications | - 4 631 141 | 34 086 784 | 175 266 | 2 574 827 | 2 065 330 | 310 805 | - 40 422 686 | - 5 840 815 |
| Exchange rate effect | 19 112 545 | 62 179 141 | 393 326 | 129 672 | 1 478 557 | 17 533 | 679 825 | 83 990 599 |
| Closing balance | 399 281 939 | 1 645 040 535 | 13 234 770 | 8 116 442 | 45 754 871 | 12 820 085 | 16 320 975 | 2 140 569 617 |
| Accumulated depreciation and impairment losse |
||||||||
| Opening balance | 89 325 386 | 780 914 776 | 9 098 282 | 4 161 927 | 26 744 724 | 10 047 307 | 920 292 402 | |
| Changes in consolidation perimeter | - 868 563 | - 2 669 092 | - 309 192 | - 45 767 | - 455 852 | - 4 348 466 | ||
| Charge for the period | 7 002 453 | 87 784 816 | 675 493 | 1 143 678 | 4 404 918 | 907 280 | 101 918 638 | |
| Disposal | 6 415 295 | 22 439 988 | 614 109 | 56 948 | 118 902 | 84 961 | 29 730 203 | |
| Transfer | 1 588 919 | - 2 880 082 | - 6 841 | - 12 867 | - 13 733 | - 16 176 | - 1 340 780 | |
| Exchange rate effect | 2 108 175 | 22 572 970 | 283 578 | 88 535 | 769 037 | 25 822 295 | ||
| Closing balance | 92 741 075 | 863 283 400 | 9 127 211 | 5 278 558 | 31 330 192 | 10 853 450 | 1 012 613 886 | |
| Carrying amount | 306 540 864 | 781 757 135 | 4 107 559 | 2 837 884 | 14 424 679 | 1 966 635 | 16 320 975 | 1 127 955 731 |
Charges for the period include an impairment loss of 50 156 311 euros of which 38 115 481 euros relate to the net book value of Tafisa Canada´s tangible assets that were destroyed by the fire referred to in note 3. The effect of this impairment loss on the consolidated profit and loss statement is also included in note 3.
Charges to impairment losses are detailed in note 31.
During the period ending 31 December 2006 no interest paid or any other financial charges were capitalised, in accordance with conditions defined in note 2.9.
At 31 December 2006, mortgaged Land and buildings amounted to 27 137 500 euros (33 492 500 euros at 31 December 2005) as a guarantee for bank loans.
At 31 December 2006 and 2005, details of assets bought through financial leases were as follows:
| 31.12.2005 | |||||
|---|---|---|---|---|---|
| Opening balance |
Changes to consolidation perimeter |
Other changes | Closing balance |
Closing balance | |
| Gross cost: | |||||
| Land and Buildings | 6 602 696 | 2 562 000 | 2 382 831 | 11 547 527 | 6 602 696 |
| Plant and Machinery | 20 461 790 | 40 542 726 | 4 177 237 | 65 181 753 | 20 461 790 |
| Vehicles Tools |
338 023 | 49 811 | 387 834 | 338 023 | |
| Fixtures and Fittings Other tangible assets |
712 964 | 712 964 | 712 964 | ||
| 28 115 473 | 43 104 726 | 6 609 879 | 77 830 078 | 28 115 473 | |
| Accumulated depreciation and impairment losses | |||||
| Land and Buildings | 5 035 548 | 436 646 | 5 472 194 | 5 035 548 | |
| Plant and Machinery | 6 914 478 | 5 213 208 | 12 127 686 | 6 914 478 | |
| Vehicles Tools |
133 922 | 95 870 | 229 792 | 133 922 | |
| Fixtures and Fittings Other tangible assets |
599 072 | 39 000 | 638 072 | 599 072 | |
| 12 683 020 | 5 784 724 | 18 467 744 | 12 683 020 | ||
| Net assets | 15 432 453 | 43 104 726 | 825 155 | 59 362 334 | 15 432 453 |
During the twelve-month period ended 31 December 2006, movements in intangible assets, accumulated depreciation and impairment losses were as follows:
| 2006 | ||||||
|---|---|---|---|---|---|---|
| Developmen Costs |
Patents, Royalties And Other Rights |
Softwar | Other Intangible Asset |
Intangible Assets Under Developmen |
Total intangible assets |
|
| Gross cost: | ||||||
| Opening balance | 805 060 | 4 036 502 | 223 951 | 1 655 526 | 20 947 | 6 741 986 |
| Changes in consolidation perimeter | 63 454 | 63 454 | ||||
| Capital expenditure | 827 | 827 | ||||
| Disposals | ||||||
| Transfers and reclassifications | 12 910 | 12 910 | ||||
| Exchange rate | - 1 461 | 2 214 | 14 | 767 | ||
| Closing balance | 803 599 | 4 051 626 | 288 246 | 1 655 526 | 20 947 | 6 819 944 |
| Accumulated amortisation and losses |
||||||
| Opening balance | 564 527 | 3 918 902 | 179 160 | 1 183 152 | 5 845 741 | |
| Changes in consolidation perimeter | 60 329 | 60 329 | ||||
| Charge for the period | 95 977 | 29 983 | 46 419 | 230 018 | 402 397 | |
| Disposals | ||||||
| Transfers | - 242 356 | 242 356 | ||||
| Exchange rate | - 725 | 2 022 | 14 | 1 311 | ||
| Closing balance | 417 423 | 3 950 907 | 285 922 | 1 655 526 | 6 309 778 | |
| Carrying amount | 386 176 | 100 719 | 2 324 | 20 947 | 510 166 | |
| 2005 | |||||||
|---|---|---|---|---|---|---|---|
| Development Costs |
Patents, Royalties And Other Rights |
Software | Other Intangible Assets |
Intangible Assets Under Development |
Total intangible assets |
||
| Gross cost: | |||||||
| Opening balance | 828 159 | 3 993 935 | 223 951 | 1 724 531 | 62 081 | 6 832 657 | |
| Changes in consolidation perimeter | - 69 005 | - 69 005 | |||||
| Capital expenditure | 7 689 | 7 689 | |||||
| Disposals | 23 325 | 6 795 | 30 120 | ||||
| Transfers and reclassifications | 39 811 | - 42 031 | - 2 220 | ||||
| Exchange rate effect | 226 | 2 759 | 2 985 | ||||
| Closing balance | 805 060 | 4 036 505 | 223 951 | 1 655 526 | 20 944 | 6 741 986 | |
| Accumulated depreciation and impairment losses |
|||||||
| Opening balance | 479 142 | 3 837 003 | 134 370 | 868 209 | 5 318 724 | ||
| Changes in consolidation perimeter | - 15 787 | - 15 787 | |||||
| Charge for the period | 105 853 | 79 220 | 44 790 | 330 730 | 560 593 | ||
| Disposals | 20 604 | 20 604 | |||||
| Transfers | |||||||
| Exchange rate effect | 136 | 2 679 | 2 815 | ||||
| Closing balance | 564 527 | 3 918 902 | 179 160 | 1 183 152 | 5 845 741 | ||
| Carrying amount | 240 533 | 117 603 | 44 791 | 472 374 | 20 944 | 896 245 |
During the twelve-month period ended 31 December 2006, movements in investment properties, accumulated depreciation and impairment losses were as follows:
| 31.12.2006 | 31.12.2005 | |||
|---|---|---|---|---|
| Cost | Under construction | Total | Total | |
| Gross cost: | ||||
| Opening balance | 9 237 766 | 9 237 766 | ||
| Changes to consolidation perimeter | ||||
| Increase | ||||
| Disposals | 380 000 | 380 000 | ||
| Transfers | - 69 367 | - 69 367 | 9 237 766 | |
| Closing balance | 8 788 399 | 8 788 399 | 9 237 766 | |
| Accumulated depreciation and impairment losses: |
||||
| Opening balance | 252 254 | 252 254 | ||
| Changes to consolidation perimeter | ||||
| Charge for the period | 154 590 | 154 590 | 155 856 | |
| Disposals | 29 133 | 29 133 | ||
| Transfers | 96 398 | |||
| Closing balance | 377 711 | 377 711 | 252 254 | |
| Carrying amount | 8 410 688 | 8 410 688 | 8 985 512 |
During the twelve-month period ended 31 December 2006, movements in goodwill arising on consolidation, accumulated depreciation and impairment losses were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Goodwill | ||
| Gross value: | ||
| Opening balance | 44 492 181 | 45 269 819 |
| Increases | 9 028 195 | 219 726 |
| Decreases | 1 400 250 | |
| Transfers and write-offs | 26 811 | |
| Currency translation | -2 415 200 | 376 075 |
| Closing balance | 51 105 176 | 44 492 181 |
| Accumulated impairment losses: | ||
| Closing balance |
Goodwill is not amortised. Impairment tests on goodwill are performed on a yearly basis.
At 31 December 2006 and 31 December 2005 deferred tax assets and liabilities were detailed according to underlying temporary differences as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | |
| Difference between fair value and cost of tangible assets | 2 502 275 | |||
| Harmonisation adjusments | 42 870 655 | 41 130 842 | ||
| Provisions and impairment losses not accepted for tax purposes Impairment of Assets |
10 780 570 1 757 559 |
3 898 133 | ||
| Tangible assets written off | 13 910 | 184 692 | ||
| Intangible assets written off | 240 530 | 299 538 | ||
| Deferred costs written off | 43 327 | |||
| Valuation of hedging derivatives | 86 125 | 505 112 | ||
| Revaluation of tangible fixed assets | 2 651 114 | |||
| Tax losses carried forward | 47 128 614 | 48 254 901 | ||
| Others | 5 001 | 9 106 523 | 2 005 301 | |
| 60 007 308 | 52 685 592 | 57 635 679 | 43 136 143 |
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | |
| Opening balance | 52 685 592 | 66 318 079 | 43 136 143 | 32 127 706 |
| Impact on results: Harmonisation adjusments Changes in provisions and impairment losses not accepted for tax purposes |
7 184 972 | 1 320 656 | 2 335 368 | 4 524 632 |
| Impairment of Assets | 1 757 559 | |||
| Derecognized intangible assets | - 170 782 | - 225 543 | ||
| Derecognized tangible assets | - 59 008 | - 40 118 | ||
| Deferred costs written off | - 43 328 | - 45 497 | ||
| Valuation of hedging derivatives | 551 458 | |||
| Revaluation of tangible fixed assets | - 17 874 | |||
| Tax losses carried forward | - 3 396 749 | - 16 036 341 | ||
| Others | 29 | 7 007 368 | 2 680 110 | |
| 5 272 664 | - 15 026 814 | 9 876 320 | 7 204 742 | |
| Impact on reserves: | ||||
| Currency translation effect | - 703 461 | 1 394 327 | - 4 245 379 | 3 803 695 |
| Recognition in Reserves | 89 028 | 594 718 | ||
| - 614 433 | 1 394 327 | - 3 650 661 | 3 803 695 | |
| Impact of changes in the consolidation perimeter: Acquisitions Disposals |
5 610 392 | |||
| Previously offset deferred tax | 2 663 485 | 2 663 485 | ||
| Closing balance | 60 007 308 | 52 685 592 | 57 635 679 | 43 136 143 |
In accordance with International Financial Reporting Standards / International Accounting Standards, on a yearly basis the Group performs an evaluation of the deferred tax asset relating to tax losses carried forward that was accounted for in previous years.
According to the estimation of taxable profit for 31 December 2006 and the tax return of each company for fiscal year 2005, tax losses carried forward and the corresponding deferred tax asset are detailed as follows:
| 31.12.06 | 31.12.05 | ||||||
|---|---|---|---|---|---|---|---|
| Tax loss carried forward | Deferred tax asset | Limit date to be used |
Tax loss carried forward | Deferred tax asset | Limit date to be used | ||
| Originated in 1993 | 2 310 596 | 808 708 | 2008 | ||||
| Originated in 1999 | 1 528 502 | 496 763 | 2014 | 1 528 502 | 534 976 | 2014 | |
| Originated in 2000 | 36 725 | 11 938 | 2015 | 36 725 | 12 854 | 2015 | |
| Originated in 2001 | 84 657 | 21 164 | 2007 | 97 047 | 26 688 | 2007 | |
| Originated in 2001 | 38 865 008 | 12 245 372 | 2016 | 40 877 400 | 14 306 985 | 2016 | |
| Originated in 2002 | 153 061 | 38 266 | 2008 | 269 693 | 74 166 | 2008 | |
| Originated in 2002 | 13 714 886 | 4 114 466 | 2017 | 13 714 886 | 4 800 210 | 2017 | |
| Originated in 2003 | 544 023 | 136 005 | 2009 | 138 205 | 38 462 | 2009 | |
| Originated in 2003 | 3 740 985 | 1 122 293 | 2018 | 3 740 985 | 1 309 345 | 2018 | |
| Originated in 2004 | 8 788 231 | 2 197 058 | 2010 | 9 468 726 | 2 374 689 | 2010 | |
| Originated in 2004 | 53 271 | 15 981 | 2019 | 53 271 | 18 645 | 2019 | |
| Originated in 2005 | 161 732 | 40 433 | 2011 | ||||
| Originated in 2005 | 179 848 | 17 805 | 2014 | ||||
| Originated in 2006 | 10 995 457 | 1 088 550 | 2015 | ||||
| Originated in 2006 | 203 458 | 50 865 | 2012 | ||||
| 79 049 844 | 21 596 959 | 72 236 036 | 24 305 728 | ||||
| Without time limit | 84 998 784 | 25 531 655 | 64 569 001 | 23 949 173 | |||
| 164 048 628 | 47 128 614 | 136 805 036 | 48 254 901 | ||||
The level of deferred tax assets recognized on account of deductible tax losses was affected by the reduction in the tax rate that is applied to a number of Group companies.
Furthermore, at 31 December 2006 and 31 December 2005, tax losses for which no deferred tax assets were recognised, are detailed as follows:
| 31.12.06 | 31.12.05 | |||||||
|---|---|---|---|---|---|---|---|---|
| Tax loss carried forward | Tax credit | Limit date to be used |
Tax loss carried forward | Tax credit | Limit date to be used | |||
| Originated in 1999 | 20 999 339 | 6 299 801 | 2014 | 43 812 435 | 15 334 352 | 2014 | ||
| Originated in 2001 | 50 945 246 | 15 283 574 | 2016 | 48 908 453 | 17 117 959 | 2016 | ||
| Originated in 2002 | 5 720 | 1 564 | 2008 | 5 338 | 1 468 | 2008 | ||
| Originated in 2002 | 48 726 117 | 14 617 835 | 2017 | 48 725 176 | 17 053 812 | 2017 | ||
| Originated in 2003 | 173 858 | 43 465 | 2009 | 172 496 | 47 436 | 2009 | ||
| Originated in 2003 | 95 081 602 | 28 524 481 | 2018 | 95 088 900 | 33 281 115 | 2018 | ||
| Originated in 2004 | 83 551 | 22 956 | 2010 | 263 398 | 72 434 | 2010 | ||
| Originated in 2004 | 19 280 761 | 5 784 229 | 2019 | 19 280 761 | 6 748 266 | 2019 | ||
| Originated in 2005 | 417 922 | 104 488 | 2011 | 375 609 | 103 293 | 2011 | ||
| Originated in 2006 | 62 900 153 | 15 725 038 | 2012 | |||||
| Originated in 2006 | 2 793 827 | 276 589 | 2013 | |||||
| Originated in 2006 | 4 244 376 | 1 400 644 | 2021 | |||||
| 305 652 472 | 88 084 664 | 256 632 566 | 89 760 135 | |||||
| Without time limit | 786 519 961 | 284 461 788 | 768 067 547 | 267 719 807 | ||||
| 1 092 172 433 | 372 546 452 | 1 024 700 113 | 357 479 942 |
Deferred tax assets are offset against deferred tax liabilities in situations where the company generating the related temporary differences is legally entitled to offset the recognised amounts and intends to settle on a net basis or else to realise the assets and settle the liability simultaneously.
At 31 December 2006 and 31 December 2005 details of Other non current assets on the Consolidated Balance sheet were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Loans granted to associated companies | 14 132 897 | 14 132 905 |
| Other loans granted | 266 671 | 161 200 |
| Trade accounts receivable and other debtors | 1 079 300 | 1 770 959 |
| Others | 69 124 | 75 395 |
| 15 547 992 | 16 140 459 | |
| Accumulated impairment losses (Note 31) | 14 263 036 | 14 132 921 |
| 1 284 956 | 2 007 538 |
Accumulated impairment losses include the full balance recorded in the Associated Companies line.
At 31 December 2006 and 31 December 2005, details of Inventories on the Consolidated Balance Sheet were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Merchandise | 15 723 822 | 10 672 926 |
| Finished and intermediate products | 89 181 673 | 64 509 000 |
| Products and working in progress | 2 995 739 | 2 353 767 |
| Raw Materials and Consumables | 121 613 564 | 91 212 997 |
| 229 514 798 | 168 748 690 | |
| Accumulated impairment losses on inventories (Note 31) | 15 543 189 | 4 771 938 |
| 213 971 609 | 163 976 752 |
At 31 December 2006 and 31 December 2005, details of Trade Debtors on the Consolidated Balance Sheet were as follows:
| 31.12.06 | 31.12.05 | ||
|---|---|---|---|
| Restated | Published | ||
| Current accounts | 255 716 807 | 222 880 882 | 243 284 568 |
| Bills receivable | 37 741 009 | 20 744 711 | 341 025 |
| Doubtful debtors | 15 261 669 | 12 561 675 | 12 561 675 |
| 308 719 485 | 256 187 268 | 256 187 268 | |
| Accumulated impairment losses on trade debtors (Note 31) | 18 510 857 | 16 295 730 | 16 295 730 |
| 290 208 628 | 239 891 538 | 239 891 538 |
At 31 December 2006 and 31 December 2005, details of Other current debtors on the Consolidated Balance Sheet were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Other debtors | 19 306 235 | 14 175 453 |
| Advances to trade creditors | 1 525 550 | 829 448 |
| Goup companies | 2 668 198 | 2 163 548 |
| 23 499 983 | 17 168 449 | |
| Accumulated impairment losses in accounts receivable (Note 31) | 443 173 | 492 122 |
| 23 056 810 | 16 676 327 |
At 31 December 2006 and 31 December 2005, details of Other current assets on the Consolidated Balance Sheet were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Accrued revenue | 43 096 500 | 1 386 208 |
| Deferred Costs | 5 899 593 | 3 503 054 |
| Derivatives instruments | 6 528 109 | |
| Others | 79 018 | 83 818 |
| 55 603 220 | 4 973 080 |
The item Accrued revenue includes an estimated indemnity of 41 351 673 euros for operating losses, net of insurance compensation received, and an impairment loss for the assets destroyed by the fire at the Canadian plant, as explained in Note 3.
At 31 December 2006 and 31 December 2005, details of Other non current assets on the Consolidated Balance Sheet were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| State and other public entities: | ||
| Income Tax | 4 905 409 | 4 059 189 |
| Value Added Tax | 11 303 377 | 10 295 174 |
| Social Security Contribution | 10 327 | 14 993 |
| Others | 2 566 501 | 1 169 327 |
| 18 785 614 | 15 538 683 |
At 31 December 2006 and 31 December 2005, the detail of Cash and Cash Equivalents was as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Cash at hand | 1 994 530 | 3 175 464 |
| Bank deposits | 103 065 901 | 52 823 600 |
| Treasury applications | 84 228 698 | 60 843 540 |
| Cash and cash equivalents on the balance sheet | 189 289 129 | 116 842 604 |
| Bank overdrafts | 572 787 | 366 752 |
| Cash and cash equivalents on the statement of cash flows | 188 716 342 | 116 475 852 |
Bank overdrafts include credit balances on current accounts, and are included as Bank loans under current liabilities on the consolidated balance sheet's.
The balance of Treasury applications at 31 December 2006 and 31 December 2005 was composed of several very short term treasury applications at banks, with low risk (bank risk) and returns aligned with existing market applications with similar maturity and risk profiles.
At 31 December 2006 and 31 December 2005, Sonae Indústria's Share Capital was fully underwritten and paid and was comprised of 140 000 000 common shares, not entitled to fixed income, with a face value of 5 euros per share. At this date, neither the company nor any of its affiliates held any shares in the company.
Sonae Indústria, SGPS, SA is included in the consolidation perimeter of its ultimate parent company, Efanor Investimentos, SGPS, SA.
Changes to this item during the periods ending 31 December 2006 and 31 December 2005 were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Opening balance | 44 960 793 | 38 906 799 |
| Decrease / (increase) in ownership percentage on consolidated companies | - 1 356 364 | - 235 893 |
| Change resulting from currency translation | - 1 785 924 | 6 318 979 |
| Net profit for the period attributed to minority interests | 1 334 384 | 48 103 |
| Others | - 15 052 097 | - 77 195 |
| Closing balance | 28 100 792 | 44 960 793 |
The item Decrease/(increase) in ownership percentage on consolidated companies includes mainly the change in minority interests resulting from the acquisition of Glunz AG shares (Note 5).
The item Others includes an effect of circa -16 000 000 euros resulting from a revision of the calculation method of minorities interests performed during the year, which was compensated in the caption Reserves and retained earnings. Both current period and comparative period net profit remained unaffected.
As at 31 December 2006 and 31 December 2005 Sonae Indústria had the following outstanding loans:
| 31.12.06 | 31.12.05 | |||||||
|---|---|---|---|---|---|---|---|---|
| Amortised cost | Nominal value | Amortised cost | Nominal value | |||||
| Current | Non current | Current | Non current | Current | Non current | Current | Non current | |
| Bank loans Debentures |
137 955 436 | 134 085 215 530 273 929 |
137 955 436 | 134 085 215 535 000 000 |
83 539 248 | 176 146 046 381 101 414 |
83 539 248 | 176 146 046 385 000 000 |
| Obligations under finance leases Other loans |
2 483 759 411 087 |
41 897 417 95 856 073 |
2 483 759 411 087 |
41 897 417 95 856 073 |
4 476 336 1 072 734 |
229 326 107 182 288 |
4 476 336 1 072 734 |
229 326 107 182 288 |
| Gross debt | 140 850 282 | 802 112 634 | 140 850 282 | 806 838 705 | 89 088 318 | 664 659 074 | 89 088 318 | 668 557 660 |
| Investment Cash and cash equivalent in balance sheet |
4 769 781 189 289 129 |
4 769 781 189 289 129 |
3 041 265 116 842 604 |
3 041 265 116 842 604 |
||||
| Net debt | - 53 208 628 | 802 112 634 | - 53 208 628 | 806 838 705 | - 30 795 551 | 664 659 074 | - 30 795 551 | 668 557 660 |
| Total net debt | 748 904 006 | 753 630 077 | 633 863 523 | 637 762 109 |
The loans have the following repayment schedule:
| 31.12.06 | 31.12.05 | ||
|---|---|---|---|
| 2006 | 89 088 318 | 2006 | |
| 2007 | 140 850 282 | 37 961 270 | 2007 |
| 2008 | 140 622 195 | 140 970 897 | 2008 |
| 2009 | 212 935 155 | 224 227 737 | 2009 |
| 2010 | 175 114 511 | 172 619 155 | 2010 |
| 2011 | 22 324 796 | 19 836 061 | 2011 |
| 2012 | 21 084 827 | 72 942 540 | After 2011 |
| After 2012 | 234 757 221 | ||
| 947 688 987 | 757 645 978 |
The aforementioned loans do not include loans granted by related parties.
The bank loans and overdrafts presented in the table in note 25. are included in "Long Term Bank Loans – net of the Short Term portion", "Short Term portion of Long Term Bank Loans" and "Short Term Bank Loans" on the Consolidated Balance Sheet and their composition as at 31 December 2006 are detailed in the following table:
| Bank loans | ||||||
|---|---|---|---|---|---|---|
| Non current Current |
||||||
| Company | Bank loans | Short term portion |
Short term | Bank overdrafts | Total | |
| Glunz AG | 78 349 600 | 14 042 000 | 92 391 600 | |||
| Sonae Indústria-SGPS,SA | 21 875 000 | 6 250 000 | 60 950 000 | 89 075 000 | ||
| Sonae Novobord (Pty) Ltd | 14 479 803 | 4 678 930 | 15 379 961 | 34 538 694 | ||
| Tafisa Brasil, SA | 319 756 | 37 342 | 21 088 839 | 21 445 937 | ||
| Sonae UK,Ltd. | 10 424 399 | 6 949 600 | 495 226 | 17 869 225 | ||
| Sonae Ind., Prod. e Com.Deriv.Madeira,SA | 7 627 148 | 4 964 045 | 12 591 193 | |||
| Others | 1 009 509 | 3 037 467 | 4 465 | 77 561 | 4 129 002 | |
| 134 085 215 | 39 959 384 | 97 423 265 | 572 787 | 272 040 651 |
a) During 2002, the Company, together with its main shareholder, Sonae S.G.P.S., SA and with its affiliated company Glunz AG., contracted a loan with the European Investment Bank for 119 000 000 Euros, withdrawn in full by 31 March 2005. The loan pays interest quarterly, indexed to a fixed rate of 3,64%, and will be redeemed in 16 consecutive and equal semiannual instalments, the first of which was made in June 2005. At 31 December 2006, outstanding principal was 92 391 600 euros. Following a financial restructuring process at Sonae Indústria, S.G.P.S., S.A. , Sonae S.G.P.S., SA was released from this loan.
b) During the first half of 2005 a loan contracted by Sonae SGPS SA with the European Investment Bank, of 50 000 000 Euros, was transferred to Sonae Indústria SGPS, SA. The loan pays interest quarterly, at market rates, and will be redeemed in 16 consecutive and equal semi-annual instalments. On 31 December 2006, the principal outstanding was 28 125 000 euros;
c) On 25 January 2006 Sonae Indústria SGPS, S. A. contracted commercial paper with several financial institutions for up to a maximum nominal amount of 100 000 000 euros. This programme will mature on 27 January 2016. At 31 December 2006, outstanding principle was 60 950 000 euros and related to an issue that matured on 11 January 2007. Interest is calculated using Euribor throughout the issuance period.
d) Sonae Novoboard raised ZAR 200 000 000 in debt from Firstrand Bank. The facility was issued at a fixed rate of 13.18%, interest is payable semi-annually, and principal is repaid in 14 consecutive and variable instalments, the first of which occurred in June 2003. As at 31 December 2006, the principal outstanding was 19 158 733 euros;
e) On 4 December 2006, Sonae Novobord contracted a loan from Santander Totta in ZAR (South African Rands) up to a maximum principal of 15 000 000 euros on withdrawal date. The loan has a three month maturity period and may be automatically renewed for equal periods. The facility was issued at a market rate and interest is payable quarterly. At 31 December 2006, the principal outstanding was 15 379 961.
f) Sonae UK signed a loan contract with the European Investment Bank, for GBP 35 000 000. This loan pays interest at market rates and is redeemable in 15 consecutive and semiannual instalments, the first of which matured in June 2002. As at 31 December 2006, the principal outstanding was 17 374 000 euros;
g) In 2000, Sonae Indústria – Produção e Comercialização de Derivados de Madeira, SA contracted a 27 000 000 euro loan with the European Investment Bank. The loan pays interest semi-annually in arrears, at a fixed rate of 3.16%, and the principal is repaid in 16 consecutive semi-annual instalments. As at 31 December 2006, the principal outstanding was 10 125 000 euros;
h). During 2005, Tafisa Brazil contracted two loans from Santander Banespa of 80 000 000 reais. The loans pay interest at market rates and are automatically renewed at the end of each month. At 31 December 2006, outstanding principal was 59 000 000 reais (20 982 760 euros).
a) Sonae Indústria 2004 bonds, issued on 15 October 2004, with a principal of 80 000 000 euros. Principal will be paid in a single bullet payment 5 years after issue date. Interest is calculated using Euribor six months plus 87.5 bps, and paid semi-annually in arrears on 15 April and 15 October;
b) Sonae Indústria 2005/2013 bonds, issued on 31 March 2005, with a principal amount of 55 000 000 euros, and a bullet repayment 8 years after issue date. Interest is calculated using Euribor six months plus 87.5 bps, paid semi-annually in arrears on 31 March and 30 Setember;
c) Sonae Indústria 2005/2008 bonds, issued on 27 April 2005, with a principal amount of 100 000 000 euros and a bullet repayment 3 years after issue date. Interest is calculated using Euribor six months plus 100 bps, paid semi-annually in arrears on 27 April and October;
d) Sonae Indústria 2005/2010 bonds, issued on 27 April 2005, with a principal amount of 150 000 000 euros and a bullet repayment 5 years after issue date. Sonae Indústria may anticipate repayment, either partially or for the full amount of principal outstanding, at any interest payment date after April 2008, inclusive. Interest is calculated using Euribor six months plus 110 bps, paid semi-annually in arrears on 27 April and October;
e) Sonae Indústria 2006/2014 bonds, issued on 28 March 2006, with a principal amount of 50 000 000 euros and a bullet repayment 8 years after issue date. Interest is calculated
using Euribor six months plus 87,5 bps, paid semi annually in arrears on 28 March and September;
f) Sonae Indústria 2006/2013 bonds, issued on 3 July 2006, with a principal amount of 50 000 000 euros and a bullet repayment 7 years after issue date. Sonae Indústria may anticipate repayment, either partially or for the full amount of principal outstanding, at any interest payment date after July 2011, inclusive. Interest is calculated using Euribor six months plus 86 bps, paid semi annually in arrears on 3 January and 3 July;
g) Sonae Indústria 2006/2014 bonds, issued on 2 August 2006, with a principal amount of 50 000 000 euros and a bullet repayment 8 years after issue date. Interest is calculated using Euribor six months plus 80 bps, paid semi annually in arrears on 2 February and 2 August.
Other loans, as detailed in the table in note 25, are included in the consolidated Balance Sheet, in "Other Financing" in Current Liabilities and Non-Current Liabilities, and had the following composition on 31 December 2006:
| Other Loans | ||||||
|---|---|---|---|---|---|---|
| Company | Long term | Short term | ||||
| Securitization | Others | Others | ||||
| Tableros Tradema,S.L. | 12 352 671 | |||||
| Sonae Ind., Prod. e Com.Deriv.Madeira,SA | 18 214 271 | 59 645 | 59 646 | |||
| Isoroy SAS | 20 213 491 | 167 144 | 169 176 | |||
| Glunz AG | 15 244 345 | 44 425 | ||||
| Sonae Tafibra Benelux, BV | 9 402 221 | |||||
| Sonae UK,Ltd. | 17 020 919 | |||||
| Spanboard Products,Ltd | 2 456 912 | |||||
| Others | 724 454 | 137 840 | ||||
| 94 904 830 | 951 243 | 411 087 |
During 2004, Sonae Indústra SGPS SA together with its subsidiaries Soane Indústria – Produção e Comercialização de Madeira, S.A (then Sonae Tafibra – Gestão Comercial S.A), Tableros Tradema S.L (then Tafibra, Tableros Aglomerados e de Fibras, A.I.E), Isoroy S.A.S (then Isoroy Diffusion S.N.C.), Glunz AG, Sonae Tafibra Benelux, B.V., Sonae (UK) Limited and Spanboard Products Limited, signed a Securitization facility of up to 120 000 000 euros, later increased to 150 000 000 euros, with ABN Amro Bank, NV and TAPCO – Tulip Asset Purchase Company BV. This facility matures in March 2009. At 31 December 2006, the principal outstanding was 94 904 830 euros.
| lease payments of minimum lease payments 31.12.06 31.12.05 31.12.06 31.12.05 2006 - 5 363 377 - 4 443 758 2007 7 134 059 147 775 2 483 758 2008 6 780 212 114 656 2 319 852 2009 6 620 369 2 367 727 2010 6 411 164 2 379 621 2011 6 172 911 2 372 999 after 2011 49 824 097 32 457 219 82 942 812 5 625 808 44 381 176 4 705 662 |
|
|---|---|
| 147 248 | |
| 114 656 | |
| Lease creditors - current 2 483 759 |
4 476 336 |
| Lease creditors - non current 41 897 417 |
229 326 |
Details of finance leases creditors at 31 December 2006 and 2005 are as follows:
Sonae Indústria Group hedges mostly with the purpose of mitigating cash flow risk and not as a negotiation instrument.
The Group has contracted several foreign exchange forwards as well as cross currency swaps that are not perfect hedging relationships so they have not received a hedge accounting treatment. Nevertheless, these hedging transactions materially mitigate the effects of foreign exchange rate fluctuations in loans that have been contracted in currencies that differ from the base currency of each company.
Profits and losses associated to changes in the value of derivative instruments that have not received hedge accounting treatment were negative by 9 799 631 euros and have been recorded directly in the Profit and Loss Statement, as Financial Losses. This item also includes changes in market value of loans due to foreign exchange rate fluctuations, which the Group aims to hedge.
Interest rate hedging instruments in place on 31 December 2006 were essentially interest rate related swaps and collars (cash flow hedges), contracted to hedge the risk of interest
rate fluctuation associated with loans with outstanding principal of 19 158 733 euros (24 724 190 euros at 31 December 2005).
These hedging instruments are valued at fair value at each reference date, in evaluations performed by the Group using appropriate treasury systems. The methodology used to calculate the fair value of these instruments is the comparison, for swaps, of the present value of future cash flows from the fixed leg of the derivative and the present value of the future cash flows from the variable leg of such instrument. For options, fair value is calculated using the Black'76 model.
Hedging principles utilised by the Group in using this type of hedging are as follows:
Hedging instruments are accounted for at cost (if such a cost exists) and subsequently valued at fair value. Changes in fair value are recorded in Shareholder's Funds, under "Hedging Reserves" included in item "Reserves and Retained Earnings", which are transferred to Net Income in the same period that Net Results are impacted by the underlying loan. The Group recorded a loss of 889 267 euros in reserves and retained earnings.
The fair value of hedging instruments is composed of the following:
| Other current assets (note 20) |
Other current liabilities (note 30) |
Other non current liabilities (note 27) |
|||||
|---|---|---|---|---|---|---|---|
| 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | ||
| Exchange rate derivatives | 5 829 177 | 3 216 459 | 3 920 051 | ||||
| Hedge derivatives | 698 932 | 56 762 | 2 872 692 | 836 | 402 066 | ||
| 6 528 109 | 3 273 221 | 6 792 743 | 836 | 402 066 | |||
At 31 December 2006 and 31 December 2005, details of Other non current liabilities were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| State and other public entities: | ||
| Others | 33 772 070 | 26 656 350 |
| Goup companies | 72 604 | 72 604 |
| Other creditors | 77 440 158 | 79 507 081 |
| 111 284 832 | 106 236 035 |
The item State and other public entities – Others includes the owing amount of ICMS – Tax on Trade of Goods and Services Rendered to be paid by the subsidiary Tafisa Brasil in accordance with the terms of the agreement celebrated with the Government of the State of Paraná (Brazil), which considers postponing the payment of each parcel of tax for a twelveyear period, to be updated yearly according to 10% of FCA index.
Other creditors include circa 77 004 000 euros relating to deferred income-investment subventions.
Various Group companies assumed the liability of giving their employees cash contributions to pension plans for old age, incapacity, early retirement and survival. These contributions are determined as a percentage that increases as a result of the number of years that the employee has worked at the company, and which is applied to a salary table that is negotiated on a yearly basis.
Current liabilities associated with past years of service are evaluated every year through actuarial studies and based on the "Projected Unit Credit" methodology. Actuarial assumptions employed on the last study prepared at 31 December 2006 were:
| South Africa | Germany | France | Portugal | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Glunz AG | GHP GmbH | |||||||||
| 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | |
| Mortality table | A55 | PA (90) | Richttafeln 2005 G |
Richttafeln 1998 |
Richttafeln 2005 G |
- | TPG 1993 TPG 1993 | TV 88/90 | TV 73/77 | |
| Salary growth rate | 5,5% | 5,0% | 2,0% | 2,0% | 0,00% | - | 2,0% | 2,0% | 3,0% | 3,0% |
| Return on fund | 8,5% | 8,0% | 4,5% | - | 4,10% | - | - | - | 6,0% | 6,0% |
| Actuarial tecnical rate | 8,5% | 8,0% | 4,5% | 4,5% | 4,75% | - | 4,5% | 4,0% | 4,0% | 4,0% |
| Pension growth rate | 5,0% | 3,5% | 1,5% | 1,5% | 1,50% | - | 2,0% | 2,0% | 0,0% | 0,0% |
In previous periods, pension funds and provisions for pension liabilities were created by various companies within the Group in the following countries:
The employees of Sonae Novobord (PTY) have the following benefit scheme: Defined contribution plan composed of a number of assets that are managed by a third party. The Company is obliged to deliver the defined contributions. At 31 December 2006, no contributions were outstanding or unpaid.
Defined Benefit plan with a fund managed by a third party and calculated in accordance with International Accounting Standard 19 and based on actuarial studies performed by an independent party.
Post-Retirement Health Benefit scheme under which the Company will provide for 50% of eligible health expenses incurred after the employee's retirement.
In an actuarial study carried out on 31 December 2006, liabilities amounted to 40 903 003 ZAR (4 440 021 euros) covered by the market value of the fund of 34 111 000 ZAR (3 702 749 euros) and by a provision of 6 792 000 ZAR (737 272 euros), which is recorded as a Pension Liability in Non Current Liabilities on the Consolidated Balance Sheet.
Glunz AG has a defined benefit plan and it has constituted a fund. The plan is calculated according to International Accounting Standard 19, and based on actuarial studies carried out by an independent party. The company has recorded a provision for Pension Liabilities in Non Current Liabilities of 19 133 237 euros, which fully provides for the liabilities calculated by the actuarial study reported to 31 December 2006. On the same date, the value of the fund constituted at the end of the year was 27 117 euros.
GHP GmbH has a defined benefit plan and it has constituted a fund. The plan is calculated according to International Accounting Standard 19. In an actuarial study dated 31 December 2006, liabilities amounted to 1 029 103 euros and were covered by the fund and by provisions for Pension Liabilities in Non Current Liabilities of 8 117 euros and 1 020 986 euros respectively.
Upon retirement of their employees, Isoroy SAS and Darbo SAS are obliged to pay a sum defined under the terms of the sector's collective labour agreement. An actuarial study calculated the liabilities of the two companies on 31 December 2006 to be 1 838 429 euros. This is fully covered by a provision that is recorded as a Pension Liability in Non Current Liabilities on the Consolidated Balance Sheet
Various Group companies have a defined benefit plan and funds managed by third parties, calculated in accordance with International Accounting Standard 19 and based on actuarial studies carried out by independent parties. Employees of eight companies at 31 December 1994 are covered by this plan under which they will receive as from retirement, a life long monthly payment equivalent to 20% of their salary at their retirement date. The liability for services provided as at 31 December 2006, based on an
actuarial study on the same date, were calculated to be 3 541 864 euros. This was fully covered by the value of the fund and by a provision included as a Pension Liability in Non Current Liabilities on the Consolidated Balance Sheet, of 1 287 273 euros and 2 254 591, respectively.
The main changes, during the periods ending 31 December 2006 and 31 December 2005, to the present value of these liabilities are presented below:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Opening balance of obligations' present value | 30 240 033 | 25 980 562 |
| Interest cost | 1 352 903 | 1 548 985 |
| Current service cost | 644 580 | 477 698 |
| Actuarial (Gains)/Losses | -1 050 134 | 3 144 097 |
| Recognised past service cost | 1 024 696 | 525 769 |
| Paid pensions | 1 671 546 | 1 562 009 |
| Exchange rate effect | -1 035 535 | 124 932 |
| Changes in consolidation perimeter | 1 244 542 | |
| Closing balance of obligations' present value | 30 749 539 | 30 240 034 |
At 31 December 2006 and 2005, the amount of liabilities for defined benefits recognised in the consolidated balance sheet is detailed as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Present value of obligations | 30 749 539 | 30 240 034 |
| Actuarial Losses/(Gains) not recognised | 739 768 | 1 171 751 |
| Fair value of plan assets | 5 025 256 | 5 297 773 |
| Pension liabilities | 24 984 515 | 23 770 510 |
The impact of these liabilities on the 2006 and 2005 consolidated profit and loss statements is detailed as follows:.
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Interest cost | 1 385 652 | 1 548 985 |
| Current service cost | 598 404 | 477 698 |
| Past service cost | 1 024 696 | 525 769 |
| (Increase) / Decrease in fair value of plan assets | - 296 156 | 639 305 |
| Recognized actuarial (Gains)/Losses | - 956 835 | - 101 649 |
| 1 755 761 | 3 090 108 |
At 31 December 2006 and 31 December 2005, State and other public entities had the following composition:
| 31.12.06 | 31.12.05 | ||
|---|---|---|---|
| State and other public entities | |||
| Income Tax | 13 743 944 | 8 598 252 | |
| Value Added Tax | 3 474 862 | 2 828 463 | |
| Social Security Contribution | 7 945 825 | 7 825 568 | |
| Others | 2 577 352 | 1 884 325 | |
| 27 741 983 | 21 136 608 |
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Group companies | 814 434 | 983 195 |
| Derivatives | 3 273 221 | 6 792 743 |
| Trade debtors advances | 493 850 | 181 611 |
| Fixed assets suppliers | 8 415 384 | 15 883 230 |
| Other creditors | 23 995 329 | 33 081 546 |
| Accrued expenses: | ||
| Insurances | 332 978 | 632 031 |
| Personnel costs | 29 390 350 | 17 366 221 |
| Accrued financial expenses | 6 713 869 | 3 517 003 |
| Rappel discounts (annual quantity discounts) | 31 745 244 | 18 653 530 |
| External supplies and services | 13 321 427 | 8 922 036 |
| Other accrued expenses | 13 157 603 | 6 827 808 |
| Deferred income: | ||
| Investment subventions | 10 314 172 | 7 232 200 |
| Other deferred income | 2 016 | 261 |
| 141 969 877 | 120 073 415 |
Other creditors include 12 600 000 euros relating to advances received for sale of land.
Movements occurred in provisions and accumulated impairment losses during the periods ended 31 December 2006 and 31 December 2005 were as follows:
| 2006 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Opening | Exchange | Changes to | Other | Closing | ||||
| Rubricas | balance | rate effect | perimeter | Increase | Utilizations | changes | balance | |
| Accumulated impairment losses on investments (Note 10) | 42 722 928 | 16 747 | - 21 437 | 42 684 744 | ||||
| Accumulated impairment losses on tangible assets (Note 11) | 877 301 | - 2 624 908 | 49 464 568 | 262 | - 2 325 326 | 45 391 373 | ||
| Accumulated impairment losses on other non-current assets (Note 16) | 14 132 921 | 130 115 | 14 263 036 | |||||
| Accumulated impairment losses on trade debtors (Note 18) | 16 295 730 | - 484 435 | 1 240 077 | 6 149 821 | 3 695 994 | - 994 342 | 18 510 857 | |
| Accumulated impairment losses on other debtors (Note 19) | 492 122 | - 48 949 | 443 173 | |||||
| Accumulated impairment losses on inventories (Note 17) | 4 771 938 | - 107 697 | 10 308 751 | 7 036 668 | 5 716 013 | - 750 458 | 15 543 189 | |
| Provisions | 22 532 468 | - 508 572 | 688 045 | 20 520 721 | 3 609 825 | 2 786 990 | 42 409 827 | |
| 101 825 408 | - 3 725 612 | 12 236 873 | 83 171 778 | 13 038 841 | - 1 223 407 | 179 246 199 |
| 2005 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Opening | Exchange | Changes to | Other | Closing | ||||
| Rubricas | balance | rate effect | perimeter | Increase | Utilizations | changes | balance | |
| Accumulated impairment losses on investments (Note 10) | 52 345 667 | - 181 572 | 10 597 | 156 637 | - 9 295 127 | 42 722 928 | ||
| Accumulated impairment losses on tangible assets (Note 11) | 504 606 | 807 306 | - 434 611 | 877 301 | ||||
| Accumulated impairment losses on other non-current assets (Note 16) | 14 434 255 | 262 402 | - 563 736 | 14 132 921 | ||||
| Accumulated impairment losses on trade debtors (Note 18) | 14 800 242 | 553 199 | - 22 058 | 3 091 327 | 1 372 450 | - 754 530 | 16 295 730 | |
| Accumulated impairment losses on other debtors (Note 19) | 2 588 307 | - 2 096 185 | 492 122 | |||||
| Accumulated impairment losses on inventories (Note 17) | 3 009 927 | 121 940 | 3 906 787 | 2 266 716 | 4 771 938 | |||
| Provisions | 23 726 803 | 2 809 982 | - 395 785 | 5 592 031 | 8 722 707 | - 477 856 | 22 532 468 | |
| 111 409 807 | 3 485 121 | - 599 415 | 13 670 450 | 12 518 510 | - 13 622 045 | 101 825 408 |
The increase in provisions during the year included 11 600 000 euros related with restructuring costs of the operations acquired as explained in notes 5,8 and 9.
Impairment losses are offset against the corresponding asset.
The increases and utilizations of impairment losses on investments are recorded in Results from investments on the consolidated profit and loss statement.
The increase in impairment losses on tangible assets is recorded under Provisions and impairment losses on the consolidated profit and loss statement, despite the fact that the amount of the impairment was fully offset by the estimate referred to in note 3 (38 115 481 euros). The reduction is recorded under Other operating income on the consolidated profit and loss statement
The increases and reductions in trade creditor impairment losses are recorded under Provisions and impairment losses and other operating provisions on the consolidated profit and loss statement.
The increases and reductions in inventory impairment losses are recorded under Cost of goods sold and Changes in production on the consolidated profit and loss statement, depending on the nature of the inventory.
Values included in the Other changes column related to impairment losses are related with the write-down of assets, offset by the previously recorded impairment loss.
At 31 December 2006 and 2005, the Group held irrevocable operating leases with the following lease payments:
| Minimun operating lease payments |
|||
|---|---|---|---|
| 31.12.06 | 31.12.05 | ||
| 2006 | 5 761 681 | 2006 | |
| 2007 | 8 568 812 | 4 803 099 | 2007 |
| 2008 | 7 049 890 | 4 807 772 | 2008 |
| 2009 | 4 277 993 | 2 888 350 | 2009 |
| 2010 | 3 520 312 | 13 045 077 | After 2009 |
| 2011 | 2 662 137 | ||
| After 2011 | 6 915 257 | ||
| 32 994 401 | 31 305 979 |
Balances and transactions with related parties may be summarised as follows:
| Balances | Accounts receivable | Accounts payable | Loans | |||||
|---|---|---|---|---|---|---|---|---|
| Obtained | Granted | |||||||
| 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | |
| Parent company and group companies | 9 402 672 | 9 726 889 | 9 253 321 | 8 318 020 | 72 605 | 2 007 687 | 1 650 191 | |
| Associated companies | 400 719 | 800 135 | 807 532 | 971 587 |
| Transactions | Sales and services rendered |
Purchases and services obtained |
Interest income | Interest expenses | ||||
|---|---|---|---|---|---|---|---|---|
| 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | |
| Parent company and group companies | 10 517 966 | 11 133 610 | 56 983 722 | 48 343 371 | 47 609 | 222 690 | 2 664 210 | |
| Associated companies | 1 873 328 | 669 158 | 4 741 860 | 1 073 732 | 5 029 | 163 |
Details of Other operating revenues on the Consolidated Profit and Loss Statement for the periods ended 31 December 2006 and 2005 are as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Gains on disposals of non current investments | 12 551 322 | |
| Gains on disposals of tangible and intangible assets | 18 564 247 | 16 738 981 |
| Supplementary Revenue | 22 682 065 | 6 456 663 |
| Investment subventions | 7 465 627 | 8 429 234 |
| Tax received | 8 886 645 | 5 889 593 |
| Reversion of impairment losses | 3 696 256 | 1 283 089 |
| Gains on provisions | 3 609 825 | 8 722 708 |
| Others | 54 569 711 | 3 969 468 |
| 119 474 376 | 64 041 058 |
The item Others includes an estimated indemnity of 42 150 387 euros relating to the operating losses resulting from the accident referred to in Note 3.
Gains arising on the sale of tangible assets include 17 779 903 euros which resulted from the payment in assets upon incorporation of Agepan Tarkett Laminate Park GmbH & Co. KG (Note 6). The transaction implied a reduction of 50% of the assets' book value previously recorded on the consolidated balance sheet.
Details of Other operating costs on the Consolidated Profit and Loss Statement for the periods ended 31 December 2006 and 2005 are as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Taxes | 11 959 396 | 11 693 868 |
| Losses on disposal of non current investments | 269 511 | 1 688 575 |
| Losses on disposal of tangible and intangible assets | 1 035 305 | 3 088 392 |
| Others | 14 531 207 | 5 322 352 |
| 27 795 419 | 21 793 187 |
Financial results for the periods ended 31 December 2006 and 2005 were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Financial Expenses: | ||
| Interest expenses | 42 351 193 | 33 887 807 |
| Cash discounts granted | 20 436 456 | 15 300 847 |
| Losses in currency translation | 27 708 294 | 10 870 856 |
| Others | 28 806 940 | 15 902 100 |
| Financial profit/(loss) | - 67 777 595 | - 44 125 073 |
| 51 525 288 | 31 836 538 | |
| Financial revenues: | ||
| Interest income | 5 057 012 | 3 265 086 |
| Cash discounts obtained | 3 866 301 | 2 153 661 |
| Gains in currency translation | 13 568 462 | 25 817 621 |
| Others | 29 033 513 | 600 170 |
| 51 525 288 | 31 836 538 |
Gains and losses from changes in the fair value of derivatives, which are detailed in note 26, are included in Others.
Corporate income tax accounted for during the periods ended 31 December 2006 and 2005 is detailed as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Current tax | 14 098 661 | 8 387 026 |
| Deferred tax | 4 603 656 | 19 433 518 |
| 18 702 317 | 27 820 544 |
Reconciliation of consolidated Earnings before taxes with taxes for the year may be detailed as follows:
| 31.12.2006 | 31.12.2005 | ||
|---|---|---|---|
| Consolidated net profit before tax | 52 348 670 | 64 252 238 | |
| Tax rate | 27.50 | 27.50 | |
| Expectable tax at rate | 14 395 884 | 17 669 365 | |
| Differences to foreign tax rates | (+) | - 939 188 | - 370 324 |
| Effect of provincial taxes | (+) | 734 479 | 1 534 255 |
| Consolidation adjustments | (-) | 18 849 406 | 2 134 245 |
| Permanent | |||
| Non deductible costs | (+) | 3 076 294 | 6 543 201 |
| Non taxed profits | (-) | 2 347 148 | 7 269 177 |
| Tax losses carried forward Recognised deferred tax asset |
(+) | -2 618 452 | -23 724 358 |
| Reverted deferred tax asset | (+) | 7 044 100 | 30 838 876 |
| Deferred tax asset not recognized in compliance with IAS 12 | (-) | -17 864 533 | -15 825 163 |
| Utilization of tax losses carried forward whose deferred tax was not recognized in prior periods | (+) | -5 354 615 | -9 443 503 |
| Effect of offsetting deferred tax liabilities related to depreciation | (+) | 1 308 514 | 2 787 381 |
| Effect of change in tax rates | (+) | 3 279 488 | - 95 192 |
| Other deferred tax assets and liabilities not recognized in compliance with IAS 12 | (+) | - 725 013 | -4 762 398 |
| Others | (+) | 1 832 845 | 421 499 |
| Consolidated corporate income tax | 18 702 317 | 27 820 544 |
The amount of 18 849 406 euros recorded as adjustments to expected taxes includes the effect of the negative goodwill explained in note 9 and the capital gain explained in note 34..
Earnings per share, excluding the effect of discontinued operations, were calculated as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Net Profit | ||
| Net profit considered to calculate basic earnings per share (Net Profit attributable to equity holders of Sonae Indústria) |
32 311 969 | 36 383 591 |
| Effect of potential shares Interest related to convertible bonds (net of tax) |
||
| Net Profit considered to calculate diluted earnings per share | 32 311 969 | 36 383 591 |
| Number of shares | ||
| Weighted average number of shares used to calculate basic earnings per share | 140 000 000 | 140 000 000 |
| Effect of potential ordinary shares from convertible bonds | ||
| Weighted average number of shares used to calculate diluted earnings per share | 140 000 000 | 140 000 000 |
During the period ended 31 December 2006 no significant profit or loss occurred relating to discontinued operations.
The main activity of the Group is the production of wood based panels and derivative products through industrial plants and commercial facilities located in Portugal, Spain, France, Germany, United Kingdom, Switzerland, The Netherlands, Canada, Brazil and South Africa. It is, therefore, an activity characterised by a high geographical dispersion of assets and markets and by a relative homogeneity of products. For segment analysis purposes, the geographic element is considered the main segmentation vector of the Group's activity and it determines how internal management and financial reporting systems are organised.
Geographic segments identified for the periods ended 31 December 2006 and 2005 are as follows:
The contribution of main geographic segments to the Consolidated Profit and Loss Statement for the twelve month periods ended 31 December 2006 and 2005, based on location of assets, are detailed as follows:
| 2006 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Spain | France | Un. Kingdom | Germany | Rest of Europe | Brazil | Canada | South Africa | Consolidated | |
| Operating income | 297 751 696 | 330 551 488 281 892 276 | 116 545 523 | 677 246 760 | 165 140 987 | 134 615 607 | 148 977 450 | 109 154 084 | ||
| Intersegmental eliminations | - 104 691 595 | - 45 803 659 - 94 601 746 | - 505 | - 168 607 638 | - 6 946 701 | - 2 679 896 | - 99 421 | - 85 469 | ||
| External Operating income | 193 060 101 | 284 747 829 187 290 530 | 116 545 018 | 508 639 122 | 158 194 287 | 131 935 711 | 148 878 029 | 109 068 615 | 1 838 359 242 | |
| Allocated Operating Net Profit/(Loss) | 17 577 984 | 16 994 106 - 19 796 430 | - 5 692 032 | 38 939 538 | 1 585 957 | 18 917 312 | 23 429 482 | 28 364 848 | 120 320 765 | |
| Non Allocated Operating Net Profit/(Loss) | - 261 852 | |||||||||
| Financial Net Profit/(Loss) | - 67 777 595 | |||||||||
| Gains and losses in associated companies | - 5 205 | |||||||||
| Gains and losses in investments | 72 557 | |||||||||
| Taxation | 18 702 317 | |||||||||
| Net Consolidated Profit/(Loss) after taxation | 33 646 353 | |||||||||
| Attributable to Equity Holders of Sonae Industria | 32 311 969 | |||||||||
| Attributable to Minority Interests | 1 334 384 |
| 2005 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Spain | France | Un. Kingdom | Germany | Rest of Europe | Brazil | Canada | South Africa | Consolidated | |
| Operating income Proveitos Operacionais |
278 570 767 278 570 767 |
293 009 303 256 639 442 293 009 303 256 639 442 |
107 038 696 107 038 696 |
436 519 303 436 519 303 |
171 724 901 171 724 901 |
101 280 113 141 842 073 101 280 113 141 842 073 |
105 972 745 105 972 745 |
|||
| Intersegmental eliminations | - 99 059 074 | - 45 941 577 | - 84 517 012 | - 109 495 - 155 932 162 | - 5 357 595 | - 1 899 145 | - 23 084 | |||
| External Operating income | 179 511 693 | 247 067 726 172 122 430 | 106 929 201 | 280 587 141 | 166 367 306 | 99 380 968 141 818 989 | 105 972 745 | 1 499 758 199 | ||
| Allocated Operating Net Profit/(Loss) | 14 285 075 | 10 353 074 | - 7 675 957 | - 3 159 127 | 13 992 009 | 655 195 | 7 393 907 | 17 984 188 | 30 313 081 | 84 141 445 |
| Non Allocated Operating Net Profit/(Loss) | 24 243 868 | |||||||||
| Financial Net Profit/(Loss) | - 44 125 073 | |||||||||
| Gains and losses in associated companies | 133 356 | |||||||||
| Gains and losses in investments | - 141 358 | |||||||||
| Taxation | 27 820 544 | |||||||||
| Net Consolidated Profit/(Loss) after taxation | 36 431 693 | |||||||||
| Attributable to Equity Holders of Sonae Industria | 36 383 591 | |||||||||
| Attributable to Minority Interests | 48 103 |
The operating profit for "Germany" in 2006 includes the negative goodwill explained in note 9 and the capital gain explained in note 34.
Contributions from the segments to the consolidated balance sheet on 31 December 2006 and 2005, based upon geographic location of the assets, were as follows:
| 2006 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Spain | France | Germany | United | Brazil | Canada | South | Others | Consolidated | |
| Kingdom | Africa | |||||||||
| Net segmental assets | 227 817 012 268 901 884 | 235 854 604 543 426 182 142 214 197 | 138 465 124 | 151 587 473 106 283 590 | 18 515 899 1 833 065 965 | |||||
| Non current | 151 098 149 189 181 012 | 147 665 503 405 660 838 102 824 126 | 109 582 509 | 106 748 337 | 72 332 119 | 1 825 391 1 286 917 984 | ||||
| Current | 76 718 863 | 88 666 032 | 76 133 603 138 974 504 | 39 390 071 | 28 882 615 | 44 839 136 | 33 456 783 | 19 086 374 | 546 147 981 | |
| Investments in associated companies | 686 572 | 2 234 322 | 2 920 894 | |||||||
| Non-allocated net assets | 319 971 190 | |||||||||
| Total net consolidated assets | 2 155 958 049 | |||||||||
| Segmental Liabilities | 53 815 958 | 92 987 395 | 76 499 522 221 160 571 | 23 435 151 | 54 571 648 | 20 316 513 | 21 871 129 | 4 698 233 | 569 356 120 | |
| Non current | 4 751 881 | 22 677 761 | 10 539 914 | 90 831 938 | 5 254 767 | 38 091 128 | 299 720 | 737 272 | 0 | 173 184 381 |
| Current | 49 064 077 | 70 309 634 | 65 959 608 130 328 633 | 18 180 384 | 16 480 520 | 20 016 793 | 21 133 857 | 4 698 233 | 396 171 739 | |
| Non-allocated liabilities | 1 038 458 044 | |||||||||
| Total consolidated liabilities | 1 607 814 164 | |||||||||
| Investment in tangible | ||||||||||
| and intangible assets | 8 056 349 | 11 490 408 | 5 351 313 | 46 430 492 | 2 092 538 | 5 468 878 | 21 726 712 | 23 371 649 | 1 337 262 | 125 325 601 |
| Amortisation and depreciation | 14 261 686 | 16 135 774 | 15 262 671 | 30 402 755 | 7 831 471 | 9 154 818 | 10 612 197 | 4 165 191 | 144 470 | 107 971 033 |
| 2005 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Espanha | França | Alemanha | Reino | Brasil | Canadá | África | Outros | Consolidado | |
| Unido | do Sul | |||||||||
| Net segmental assets | 233 981 407 236 179 580 | 232 203 072 308 009 766 141 673 518 148 892 928 | 170 708 801 99 909 014 | 18 260 272 1 589 818 358 | ||||||
| Non current | 165 215 830 163 556 558 | 162 135 196 245 491 913 106 594 251 116 035 910 | 147 143 495 67 782 319 | 621 146 1 174 576 618 | ||||||
| Current | 68 765 577 | 72 623 022 | 70 067 876 | 62 517 853 | 35 079 267 | 32 857 018 | 23 565 306 32 126 695 | 17 639 126 | 415 241 740 | |
| Investments in associated companies | 692 040 | 2 456 354 | 3 148 394 | |||||||
| Non-allocated net assets | 209 582 138 | |||||||||
| Total net consolidated assets | 1 802 548 890 | |||||||||
| Segmental Liabilities | 46 141 456 | 76 493 857 | 70 335 974 131 357 630 | 22 678 259 | 36 016 926 | 19 720 839 20 437 663 | 2 555 558 | 425 738 162 | ||
| Non current | 3 896 211 | 23 882 252 | 9 600 238 | 68 982 985 | 5 565 665 | 24 481 958 | 0 | 975 837 | 0 | 137 385 146 |
| Current | 42 245 245 | 52 611 605 | 60 735 736 | 62 374 645 | 17 112 594 | 11 534 968 | 19 720 839 19 461 826 | 2 555 558 | 288 353 016 | |
| Non-allocated liabilities | 848 315 161 | |||||||||
| Total consolidated liabilities | 1 274 053 323 | |||||||||
| Investment in tangible | ||||||||||
| and intangible assets | 3 554 681 | 4 370 139 | 6 563 859 | 5 824 289 | 10 596 362 | 1 112 792 | 6 620 100 | 2 287 324 | 61 849 | 40 991 395 |
| Amortisation and depreciation | 17 386 341 | 15 940 057 | 13 847 854 | 21 767 425 | 8 257 730 | 8 169 637 | 11 905 997 | 4 421 085 | 131 666 | 101 827 792 |
Inter-segment transactions were executed at market prices and under identical conditions to those applied to third parties.
The average number of employees, by geography, were as follows.
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Portugal | 1 097 | 1 090 |
| Germany | 2 580 | 1 135 |
| France | 854 | 881 |
| Spain | 977 | 828 |
| South Africa | 402 | 391 |
| Canada | 319 | 323 |
| Brazil | 352 | 320 |
| United Kingdom | 311 | 302 |
| Others | 50 | 38 |
| 6,942 | 5,308 |
Sales and Services Rendered in 2206 and 2005, based on geographic location of the external clients, were the following:
| 2006 | ||
|---|---|---|
| Segment | '000 Euros | |
| Germany Spain |
405 434 266 218 |
24% 16% |
| France | 187 602 | 11% |
| Portugal | 148 659 | 9% |
| North America | 119 021 | 7% |
| Brazil | 116 257 | 7% |
| South Africa | 106 320 | 6% |
| United Kingdon | 104 054 | 6% |
| Others | 245 750 | 14% |
| Total | 1 699 315 |
| 2005 | ||
|---|---|---|
| Segment | '000 Euros | |
| Germany Spain |
248 419 240 703 |
17% 16% |
| France | 168 189 | 11% |
| Portugal | 115 694 | 8% |
| South Africa | 103 983 | 7% |
| United Kingdon | 90 054 | 6% |
| Brazil | 87 971 | 6% |
| North America | 68 110 | 5% |
| Others | 341 897 | 23% |
| Total | 1 465 020 |
Cash flow by geographic segment, based on geographic location of the assets, were as follows:
| 2006 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows arising from: | Portugal | Spain | France | Germany | United Kingdom |
Brazil | Canada | South Africa | Luxemburg | Others | Inter-segment eliminations |
Consolidadted | |
| Operating activities | 33 689 601 | 27 817 596 | 4 179 852 | 16 919 932 | 105 239 | 44 184 412 | 28 580 368 | 24 588 855 | 15 079 | 2 160 777 | 10 263 875 | 192 505 586 | |
| Investment activities | -114 955 598 | -121 152 540 | -35 211 395 | -77 867 769 | -4 651 094 | -4 732 978 | -30 309 855 | -18 447 253 | 38 079 | 6 335 001 | 218 270 162 | -182 685 240 | |
| Financing activities | 143 266 768 | 102 369 056 | 32 000 633 | 78 794 107 | 1 344 540 | -36 876 284 | -3 390 491 | -16 578 642 | 60 572 | -7 028 468 | -228 534 037 | 65 427 754 | |
| Change in Cash and Cash Equivalents |
62 000 771 | 9 034 112 | 969 090 | 17 846 270 | -3 201 315 | 2 575 150 | -5 119 978 | -10 437 040 | 113 730 | 1 467 310 | 75 248 100 |
| 2005 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows arising from: | Portugal | Spain | France | Germany | United Kingdom |
Brazil | Canada | South Africa | Others | Inter-segment eliminations |
Consolidated | |||
| Operating activities | 24 920 517 | 30 490 584 | 22 199 583 | 27 065 914 | - 913 972 | 20 030 614 | 28 812 944 | 34 676 384 | 1 294 369 | - 16 075 320 | 172 501 617 | |||
| Investment activities | - 307 467 645 | 80 955 787 | - 13 214 486 | 13 653 446 | - 9 237 217 | - 813 200 | - 13 640 878 | - 30 628 616 | 41 770 882 | 234 485 311 | - 4 136 616 | |||
| Financing activities | 272 862 040 | - 71 513 157 | - 8 037 959 | - 42 714 032 | 15 332 577 | - 17 765 711 | - 18 369 653 | 5 517 592 | - 42 063 817 | - 219 936 525 | - 126 688 645 | |||
| Change in Cash and Cash | ||||||||||||||
| Equivalents | - 9 685 088 | 39 933 214 | 947 138 | - 1 994 672 | 5 181 388 | 1 451 703 | - 3 197 587 | 9 565 360 | 1 001 434 | - 1 526 534 | 41 676 356 |
In 2006, Sonae Indústria's main business segment, wood panel production, represented more than 95% of the Group's revenues, net assets and investment in tangible and intangible assets.
These consolidated financial statements were approved by the Board of Directors and authorised for issuance on 19 April 2007.
(Values in Euros)
| ASSETS | Notes | 31.12.06 | 31.12.05 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 3 | 36.064 | 47.100 |
| Intangible assets | 4 | 29.019 | 41.457 |
| Investment property | - | - | |
| Investment property in progress | - | - | |
| Goodwill arising on consolidation | - | - | |
| Investments in jointly controlled companies | - | - | |
| Investments in associated companies | 5 | 623.323.924 | 680.111.535 |
| Investments held for sale | 5 | 17.922 | 17.922 |
| Deferred tax assets | 3.047.624 | - | |
| Other non current assets | 6 | 988.568.166 | 809.148.197 |
| Total Non Current Assets | 1.615.022.719 | 1.489.366.210 | |
| CURRENT ASSETS | |||
| Inventories | - | - | |
| Trade debtors | 7 | 776.381 | 377.841 |
| Other debtors | 7 | 379.419 | 5.839 |
| Taxes and other contributions receivable | 7 | 1.134.177 | 192.930 |
| Other current assets | 8 | 144.204 | 83.660 |
| Investment at fair value through profit or loss | - | - | |
| Cash and cash equivalents | 9 | 97.771.288 | 36.421.049 |
| Total Current Assets | 100.205.469 | 37.081.319 | |
| Non current assets held for sale | - | - | |
| TOTAL ASSETS | 1.715.228.189 | 1.526.447.529 | |
| SHAREHOLDER´S FUNDS AND LIABILITIES | |||
| SHAREHOLDER´S FUNDS: | |||
| Share Capital | 700.000.000 | 700.000.000 | |
| Own shares Supplementary capital |
- - |
- - |
|
| Legal reserve | 59.994 | - | |
| Revaluation reserve | - | - | |
| Translation reserve | - | - | |
| Other reserves | 246.902.887 | 245.920.750 | |
| Retained earnings | - | (157.749) | |
| Profit or Loss for the exercice | 25.602.884 | 1.199.879 | |
| Total Shareholder´s funds | 972.565.765 | 946.962.880 | |
| LIABILITIES: | |||
| NON CURRENT LIABILITIES | |||
| Bank loans - long term - net of current portion | 11 | 21.875.000 | 28.125.000 |
| Debenture loans - long term - net of current portion | 11 | 530.273.929 | 381.101.414 |
| Finance lease creditors - long term - net of current portion | - | - | |
| Derivatives Other loans |
- - |
- - |
|
| Obligations arising from pensions:defined benefit plans | 12 | 56.427 | 56.427 |
| Obligations arising from share based payments | - | - | |
| Other non current creditors | - | - | |
| Deferred tax liabilities | - | - | |
| Provisions | - | - | |
| Total Non Current Liabilities | 552.205.356 | 409.282.841 | |
| CURRENT LIABILITIES: | |||
| Current portion of long term bank loans | 11 | 6.250.000 | 6.250.000 |
| Bank loans - short term | 11 | 60.950.000 | - |
| Current portion of long term debenture loans | - | - | |
| Current portion of long term finance lease creditors | - | - | |
| Finance lease creditors | - | - | |
| Derivatives | - | - | |
| Other loans | - | - | |
| Trade creditors | 13 | 494.315 | 399.677 |
| Other creditors | 14 | 115.136.053 | 158.724.840 |
| Taxes and other contributions payable | 14 | 571.764 | 1.604.721 |
| Other current liabilities | 15 | 7.054.935 | 3.222.570 |
| Obligations arising from share based payments | - | - | |
| Obligations arising from pensions:defined benefit plans | - | - | |
| Provisions | - | - | |
| Total Current Liabilities | 190.457.068 | 170.201.808 | |
| Liabilities related to non current assts held for sale | - | - | |
| TOTAL SHAREHOLDER´S FUNDS AND LIABILITIES | 1.715.228.189 | 1.526.447.529 |
| Notes | 31.12.06 | 31.12.05 | |
|---|---|---|---|
| Operation Income: | |||
| Sales | - | - | |
| Services rendered | 20 | 3.049.812 | 685.649 |
| Variation in fair value of investment property | - | - | |
| Other operating income | 126.223 | 55 | |
| Total operating income | 3.176.036 | 685.704 | |
| Operating Costs | |||
| Cost of sales | - | - | |
| Changes in stock and work in progress | - | - | |
| External supplies and services | (2.508.538) | (903.070) | |
| Staff costs | (2.261.535) | (572.272) | |
| Amortisation and depreciation | (31.849) | (11.205) | |
| Provisions and impairment losses | - | - | |
| Other operating costs | 21 | (74.205.108) | (83.149) |
| Total operating costs | (79.007.030) | (1.569.697) | |
| Operating profit / loss | (75.830.994) | (883.993) | |
| Financial profit / (loss) | 22 | 13.822.300 | 2.573.102 |
| Profit/loss on associated companies | - | - | |
| Profit/loss on other investments | 83.891.674 | - | |
| Profit / loss before tax | 21.882.981 | 1.689.109 | |
| Income taxation | 24 | 672.279 | (489.230) |
| Deferred taxation | 24 | 3.047.624 | |
| Net Profit / loss on continuing operations | 25.602.884 | 1.199.879 | |
| Profit/loss on discontinued operations | |||
| Profit / loss for the exercise | 25.602.884 | 1.199.879 |
(Amounts in Euros)
| Rese rves |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lega l |
Fair | ||||||||||||
| Shar e |
Own | Sha re |
Sup leme ntary |
Lega l |
Rev alua tion |
Valu e |
Hed ging |
Othe r |
Reta ined |
||||
| Note s |
Cap ital |
Sha re |
Prom iums |
Cap ital |
Res erve |
Res erve |
Res erve |
Res erve |
Res erve s |
Earn ings |
Net Prof it / lo ss |
Tota l |
|
| Bala at 1 Janu ary 2 005 nce |
50.0 00 |
- | - | - | - | - | - | - | - | (2.3 38) |
(411 ) |
47.2 51 |
|
| Apro priat ion o f pro fits f 2004 rom : |
|||||||||||||
| Tran sfer to le gal r eser ve |
- | - | - | - | - | - | - | - | 155 .000 |
(155 .000 ) |
- | - | |
| Distr ibuti on d ivide nds |
- | - | - | - | - | - | - | - | - | - | - | ||
| Tran sfer to re taine d ea rning s |
- | (411 ) |
411 | - | |||||||||
| Acqu isitio n / (d ispos al) o f ow n sh ares |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Incre ase/ (dec e) in fair valu e of hedg ing f inan tial reas |
|||||||||||||
| instr nts n et of taxe ume s |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Defe se / (dec e) in fair rred tax c cted to in valu onne crea reas e |
|||||||||||||
| of he dgin g fin anci al in strum ents |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Incre / (de se) i n fai r val f ava ilable for s ale ase crea ue o |
|||||||||||||
| inves tmen ts |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Defe rred tax c cted to in se / (dec e) in fair valu onne crea reas e |
|||||||||||||
| of av ailab le fo r sal e inv estm ent |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Prof it (Lo ss) f or th riod ende d at 31 D ber 2 005 e pe ecem |
- | - | - | - | - | - | - | - | - | - | 1.19 9.87 9 |
1.19 9.87 9 |
|
| Othe r |
699. 950. 000 |
- | - | - | - | - | - | - | 245 .765 .750 |
- | - | 945 .715 .750 |
|
| Bala at 31 Dec emb er 20 05 nce |
700 .000 .000 |
- | - | - | - | - | - | - | 245 .920 .750 |
(157 .749 ) |
1.19 9.87 9 |
946 .962 .880 |
|
| Bala at 1 Janu ary 2 006 nce |
700 .000 .000 |
- | - | - | - | - | - | - | 245 .920 .750 |
(157 .749 ) |
1.19 9.87 9 |
946 .962 .880 |
|
| Apro priat ion o f pro fits f 2005 rom : |
|||||||||||||
| Tran sfer to le gal r eser ve |
- | - | - | - | 59.9 94 |
- | - | - | 982 .136 |
-104 2130 |
- | ||
| Distr ibuti on d ivide nds |
- | - | - | - | - | - | - | - | - | - | - | ||
| sfer Tran to re taine d ea rning s |
- | 1.19 9.87 9 |
(1.1 99.8 79) |
- | |||||||||
| Acqu isitio n / (d ispos al) o f ow n sh ares |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Incre ase/ (dec e) in fair valu e of hedg ing f inan tial reas |
|||||||||||||
| instr nts n et of taxe ume s |
- | - | - | - | |||||||||
| Defe rred tax c cted to in se / (dec e) in fair valu onne crea reas e |
- | - | - | - | - | - | - | - | |||||
| of he dgin g fin anci al in strum ents |
- | - | - | - | |||||||||
| Incre n fai r val f ava ilable for s ale |
- | - | - | - | - | - | - | - | |||||
| / (de se) i ase crea ue o inves tmen ts |
|||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | ||
| Defe se / (dec e) in fair rred tax c cted to in valu onne crea reas e |
|||||||||||||
| of av ailab le fo r sal e inv estm ent |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Prof it (Lo ss) f or th riod ende d at 31 D ber 2 006 e pe ecem |
- | - | - | - | - | - | - | - | - | - | 25.6 02.8 84 |
25.6 02.8 84 |
|
| Othe r |
- | - | - | - | - | - | - | - | - | - | - | - | |
| Bala at 31 Dec emb er 20 06 nce |
700 .000 .000 |
- | - | - | 59.9 94 |
- | - | - | 246 .902 .887 |
- | 25.6 02.8 84 |
972 .565 .765 |
| OPERATING ACTIVITIES | 31.12.2006 | 31.12.2005 | ||||
|---|---|---|---|---|---|---|
| Cash receipts from trade debtors | 2.651.272 | 799.363 | ||||
| Cash paid to trade creditors | 2.451.890 | 637.134 | ||||
| Cash paid to employees | 2.788.387 | -324.508 | ||||
| Cash generated from operations | -2.589.005 | 486.737 | ||||
| Corporate income tax paid / received Other cash receipts and payments relating to operating activities |
1.150.058 431.818 |
54.675 430.387 |
||||
| Net cash flow from operating activities [1] | -3.307.245 | 862.449 | ||||
| INVESTMENT ACTIVITIES | ||||||
| Cash receipts arising from: | ||||||
| Financial investments | 46.085.197 | |||||
| Tangible assets | 41 | |||||
| Intangible assets | ||||||
| Dividends | 20.706.168 | |||||
| Interest and similar income | 2.631.747 | 69.423.153 | 388.999 | 388.999 | ||
| Cash payments owing to: | ||||||
| Financial investments | 856.753 | 195.555 | ||||
| Tangible assets | 11.737 | 4.613 | ||||
| Intangible assets | 868.490 | 200.168 | ||||
| Increase / decrease in granted loans | 143.235.173 | -82.469.153 | ||||
| Net cash flow investing activities [2] | -74.680.511 | 82.657.984 | ||||
| FINANCIAL ACTIVITIES | ||||||
| Cash receipts arising from: | ||||||
| Share capital increase,supplementary capital, share premiums | 35.000 | |||||
| 0 | 35.000 | |||||
| Cash payments owing to: | ||||||
| Interest and similar costs | 26.130.589 | 20.261.516 | ||||
| Dividends | ||||||
| Others | 26.130.589 | 20.261.516 | ||||
| Increase / decrease in loans | 165.468.583 | -53.398.550 | ||||
| Net cash flow from financing activities [3] | 139.337.994 | -73.625.066 | ||||
| Net increase / decrease in cash and cash equivalents | 61.350.239 | 9.895.366 | ||||
| Cash and cash equivalents - opening balance | 36.421.049 | 10.967 | ||||
| Cash and cash equivalents - closing balance | 97.771.288 | 9.906.333 | ||||
| Net increase / decrease in cash and cash equivalents | 61.350.239 | 9.895.366 |
(Amounts expressed in euros)
SONAE INDÚSTRIA, SGPS, S.A. is based at Lugar do Espido, Via Norte,Apartado 1096, 4470-909 Maia, Portugal.
The main accounting policies adopted in preparing the accompanying consolidated financial statements are as follows:
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS" – previously named International Accounting Standards – "IAS"), issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), applicable to financial years beginning on 1 January 2005.
International Financial Reporting Standards ("IFRS") were adopted for the first time in 2005. As a result, the transition date from Portuguese generally accepted accounting principles to the standards referred to above is 1 January 2004, as established by IFRS 1 – "First Time Adoption of International Financial Reporting Standards".
The accompanying consolidated financial statements have been prepared from the books and accounting records of the company on a going concern basis.
The notary deed of the demerger-merger-merger process of the stake held by Sonae SGPS, SA in Sonae Indústria, SGPS, SA's share capital was held on 15 December 2005. Sonae
SGPS, SA demerged 90.3644% of Sonae Indústria, SGPS, SA's share capital, which was incorporated into Sonae 3P – Panels, Pulp and Paper, SGPS, SA and all of Sonae Indústria SGPS, SA's assets were simultaneously merged into Sonae 3P – Panels, Pulp and Paper, SGPS, SA. As a result, Sonae Indústria, SGPS, SA ceased to exist and the incorporating company, Sonae 3P – Panels, Pulp and Paper, SGPS, SA was renamed to Sonae Indústria, SGPS, SA. As a result, the financial statements ended 31 December 2006 are not directly comparable with those of 2005.
The effects of the merger are recorded in the accounts as from 1 October 2005.
Assets and liabilities of each Group company are measured at their fair value at the date of acquisition adjusted for acquisition related expenses. Financial investments in Group and Associated Companies are tested for imparity when appropriate. If an impairment loss exists, it is recorded as a cost.
Revenues from financial investments (dividends received) are recorded on the Profit and Loss statement of the period in which distribution is decided and announced.
Tangible assets acquired up to 1 January 2004 (transition date to IFRS) are recorded at their deemed cost, which corresponds to their acquisition cost or revalued acquisition cost, in accordance with generally accepted accounting principles in Portugal at that date, net of depreciation and accumulated impairment losses.
Tangible assets acquired after that date are recorded at acquisition cost, net of depreciation and accumulated impairment losses.
Depreciation is calculated on a straight line basis, as from the date the asset is first used, over the expected useful life for each class of assets.
Depreciation rates used, correspond to the following expected useful lives of the underlying assets:
| Years | |
|---|---|
| Plant and Machinery | 15 |
| Fixtures and Fittings | 4 |
Maintenance and repair costs related to tangible assets are recorded directly as expenses in the year they are incurred.
Tangible assets in progress represent fixed assets still under construction/development and are stated at acquisition cost net of impairment losses. These assets are depreciated from the date they are completed or start being used.
Gains or losses arising from the sale or write-off of tangible assets are determined as the difference between the sale price and the accounting net value at the sale/write-off date and are registered as Other Operational Income/ Other Operational Losses.
Intangible assets are stated at acquisition cost, net of depreciation and accumulated impairment losses. Intangible assets are only recognized if it is likely that they will generate future economic benefits, if they are controlled by the Group and if their cost can be reliably measured.
Development expenses are recognized as an intangible asset if the Group demonstrates technical feasibility and intention to complete the asset, ability to sell or use it and the probability that the asset will generate future economic benefits. Development expenses which do not fulfill these conditions are recorded as an expense in the period in which they are incurred.
Internal costs associated with maintenance and software development are recorded as an expense in the period in which they are incurred. Only costs directly attributable to projects for which the generation of future economic benefits is probable are capitalized as intangible assets.
Amortization is calculated on a straight line basis, as from the date the asset is first used, over the expected useful life which is normally 5 years.
When accounting for leases in which the Group is the lessee, the lease contracts are classified as (i) a finance lease if the risks and rewards incidental to ownership lie with the lessee and (ii) as an operating lease if the risks and rewards incidental to ownership do not lie with the lessee.
A lease is classified as a financial or an operating lease dependent on the substance of the transaction rather than the form of the contract.
Lease payments within operating lease contracts are recognized as expenses on a straight line basis over the lease term.
Assets are assessed for impairment at the end of each year, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the income statement under Provisions and impairment losses.
The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Fair value less sale related costs is the amount obtainable from the sale of an asset in an arm's length transaction less the costs of disposal. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if this is not possible, for the cash-generating unit to which the asset belongs.
Reversal of impairment losses recognized in prior years is only recorded when it is concluded that the impairment losses recognized for the asset no longer exist or have decreased. This analysis is performed whenever there is an indication that the impairment loss previously recognized has been reversed. The reversal is recorded in the income statement as Other Operational income. However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognized to the extent it does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognized for that asset in prior years.
Borrowing costs are recognized as an expense in the period in which they are incurred.
Provisions are recognized when, and only when, the Group has an obligation (legal or constructive) resulting from a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of that obligation. Provisions are reviewed and adjusted at the balance sheet date to reflect the best estimate as of that date.
Investments are classified into the following categories:
Held to maturity investments are classified as non-current assets unless they mature within 12 months of the balance sheet date. Investments classified as held to maturity have defined maturities and the Group has the intention and ability to hold them until the maturity date.
Investments measured at fair value through profit or loss, are classified as current assets.
Available-for-sale investments are classified as non-current assets.
All purchases and sales of investments are recognized on the trade date, independently of the settlement date.
Investments are initially measured at cost, which is the fair value of the consideration paid for them, including transaction costs.
Available-for-sale investments and investments measured at fair value through profit or loss are subsequently carried at fair value, without any deduction for transaction costs which may be incurred on sale, by reference to their quoted market price at the balance sheet date. Investments in equity instruments that do not have a quoted market price and whose fair value cannot be reliably measured are stated at cost, less impairment losses.
Gains or losses arising from a change in fair value of available-for-sale investments are recognized directly in equity, under Fair value reserve, included in Reserves and retained earning until the investment is sold or otherwise disposed of, or until it is determined to be impaired, at which time the cumulative gain or loss previously recognized in equity is transferred to net profit or loss for the period.
Changes in the fair value of investments measured at fair value through profit or loss are included in the consolidated income statement for the period.
Receivables are stated at net realizable value, corresponding to their nominal value less impairment losses (recorded under the caption Impairment losses in accounts receivable).
Financial liabilities and equity instruments are classified and accounted for based on their contractual substance, independently from the legal form they assume.
Loans are recorded as liabilities at their nominal value, net of up-front fees and commissions related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the income statement on an accruals basis, in accordance with the accounting policy defined in
Note 2.13. The portion of the effective interest charge relating to up-front fees and commissions, if not paid in the period, is added to the book value of the loan.
Accounts payable are stated at their nominal value.
Cash and cash equivalents include cash on hand, cash at banks, term deposits and other treasury applications which mature in less than three months and for which the risk of change in value is insignificant.
In the consolidated statement of cash flows, cash and equivalents also include bank overdrafts, which are included in the balance sheet item Borrowings.
As referred in Note 12, the company has an insurance policy for employees which, at retirement (65) will pay an equivalent of 24 months salary on the date of retirement. All employees hired prior to 31/12/94 are covered by this policy.
It is a Defined Benefits Plan in the form of an insurance policy, established with an insurance company Fidelidade.
Contingent liabilities are not recorded in the financial statements. Instead they are disclosed in the notes to the financial statements (Note 17), unless the probability of a cash outflow is remote, in which case, no disclosure is made.
Contingent assets are not recorded in the financial statements but disclosed when future economic benefits are probable.
Income tax for the year is determined based on the taxable income of companies included in the consolidation and includes deferred taxation, in accordance with the tax rules in force in the respective country of incorporation, considering the interim period profit and using the estimated effective average annual income tax rate.
As from 1 January 2006, the company started to apply the Special Group Tax Regime, which includes the followingcompanies: Euroresinas – Indústrias Quimicas,S.A., Sonae Indústria de Revestimentos,S.A., Ecociclo – Energia e Ambiente,S.A., Maiequipa – Gestão Florestal,S.A., Resoflex – Mobiliário e Equipamento de Gestão,S.A., Movelpartes – Componentes para a Industria de Mobiliário,S.A. and Sonae Serviços de Gestão,S.A.
Deferred taxes are calculated using the balance sheet liability method, reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are calculated and annually reviewed using the tax rates in place or announced and thereby expected to apply at the time the temporary differences are expected to reverse.
Deferred tax assets are recognised only when it is probable that sufficient taxable profits will be available against which the deferred tax assets can be used, or when taxable temporary differences are recognised and expected to reverse in the same period. At each balance sheet date a review is made of the deferred tax assets recognised, which are reduced whenever their future use is no longer likely.
Deferred tax assets and liabilities are recorded in the income statement, except if they relate to items directly recorded in equity. In these cases the corresponding deferred tax is recorded in equity.
Revenue from services rendered is recognised in the income statement taking into consideration the stage of completion of the transaction at the balance sheet date.
Dividends are recognised as income in the year they are attributed to shareholders.
Income and expenses are recorded in the year to which they relate, independently of the date of the corresponding payment or receipt. Income and expenses for which their real amount is not known are estimated.
Other current assets and Other current liabilities include income and expenses of the reporting year which will only be invoiced in the future. Those captions also include receipts and payments that have already occurred but will only correspond to income or expenses of future years, when they are to be recognised in the income statement.
Exchange gains and losses arising from differences between historical exchange rates and those prevailing at the date of collection, payment or the date of the balance sheet, are recorded as income or expenses of the period, except for those related to non-monetary assets or liabilities, for which adjustments to fair value are directly recorded under equity.
Events after the balance sheet date that provide additional information about conditions that existed at the balance sheet date (adjusting events), are reflected in the consolidated financial statements. Events after the balance sheet date that are non-adjusting events are disclosed in the notes when material.
During the period ended 31 December 2006 and 31 December 2005, movements in tangible assets, accumulated depreciation and impairment losses were as follows:
| Dez-06 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land & Building | Plant & Machinery | Vehicles | Tools | Fixtures & Fittings | Other Tangible Assets |
Tangible Assets in Progress |
Total | |
| Gross Value | ||||||||
| Opening Balance | 29.923 | 130.459 | 160.382 | |||||
| Mergers | ||||||||
| Acquisitions | 10.256 | 10.256 | ||||||
| Disposals | 3.998 | 1.880 | 5.878 | |||||
| Transfers | 8.376 | -8.376 | 0 | |||||
| Variações cambiais | ||||||||
| Closing Balance | 38.298 | 126.461 | 0 | 164.759 | ||||
| Accumulated Depreciations & Imparment Losses |
||||||||
| Opening Balance | 5.928 | 107.355 | 113.283 | |||||
| Mergers | ||||||||
| Depreciations | 8.398 | 11.013 | 19.411 | |||||
| Disposals | 3.998 | 3.998 | ||||||
| Transfers | ||||||||
| Variações câmbiais | ||||||||
| Closing Balance | 14.326 | 114.370 | 128.695 | |||||
| Net Value | 23.972 | 12.091 | 36.064 | |||||
| Dec-05 | ||||||||
| Land & Building | Plant & Machinery |
Vehicles | Tools | Fixtures & Fittings | Other Tangible Assets |
Tangible Assets in Progress |
Total | |
| Gross Value | ||||||||
| Opening Balance | ||||||||
| Mergers | 24.742 | 130.303 | 321.316 | 476.361 | ||||
| Acquisitions | 1.496 | 1.496 | ||||||
| Disposals | ||||||||
| Transfers | 5.181 | 156 | -322.812 | -317.475 | ||||
| Closing Balance | 29.923 | 130.459 | 160.382 | |||||
| Accumulated Depreciations & Imparment Losses |
||||||||
| Opening Balance | ||||||||
| Mergers | 1.568 | 98.452 | 100.020 | |||||
| Depreciations | 4.360 | 8.903 | 13.263 | |||||
| Disposals | ||||||||
| Transfers | ||||||||
| Closing Balance | 5.928 | 107.355 | 113.282 | |||||
| Net Value | 23.995 | 23.104 | 47.100 |
During the period ended 31 December 2006 and 31 December 2005, movements in intangible assets, accumulated depreciation and impairment losses were as follows:
| Dez-06 | ||||||
|---|---|---|---|---|---|---|
| R&D Expenses | Patents, Royalties & Other Rights |
Software | Other Intangible Assets |
Intangible Assets in Progress |
Total | |
| Gross Value | ||||||
| Opening Balance | 62 187 | 62 187 | ||||
| Mergers | ||||||
| Acquisitions | ||||||
| Disposals | ||||||
| Transfers | ||||||
| Variações cambiais | ||||||
| Closing Balance | 62 187 | 62 187 | ||||
| Accumulated Depreciations & Imparment Losses Opening Balance Mergers Depreciations Disposals Transfers Variações câmbiais Closing Balance Net Value |
20 730 12 438 33 168 29.019 |
- | - | - | - | 20 730 12 438 33 168 29.019 |
| Dec-05 | ||||||
|---|---|---|---|---|---|---|
| R&D Expenses | Patents, Royalties & Other Rights |
Software | Other Intangible Assets |
Intangible Assets in Progress |
Total | |
| Gross Value | ||||||
| Opening Balance | ||||||
| Mergers | 62 187 | 155 000 | 217 187 | |||
| Acquisitions | ||||||
| Disposals | ||||||
| Transfers | - 155 000 | - 155 000 | ||||
| Closing Balance | 62 187 | 62 187 | ||||
| Accumulated Depreciations & Imparment Losses |
||||||
| Opening Balance | ||||||
| Mergers | 17 620 | 5 178 | 22 798 | |||
| Depreciations | 3 110 | - 5 178 | - 2 068 | |||
| Disposals | ||||||
| Transfers | ||||||
| Closing Balance | 20 730 | 20 730 | ||||
| Net Value | 41.457 | - | - | - | - | 41.457 |
At 31 December de 2006 and 31 December de 2005, detail of investments was as follows:
| 31.12.2006 | 31.12.2005 | |||
|---|---|---|---|---|
| Non Current | Current | Non Current | Current | |
| Investment Group Companies | ||||
| Opening Balnace | 754.797.511 | - | ||
| Acquisition | 156.753 | 195.555 | ||
| Disposal | (120.129.870) | - | ||
| Merger ( Nota 2.1) | 754.601.956 | |||
| Closing Balance | 634.824.394 | 754.797.511 | ||
| Accumulated Imparement Losses | (11.500.469) | (74.685.976) | ||
| 623.323.924 | 680.111.535 | |||
| Available-For-Sale Investments | ||||
| Opening Balnace | 17.922 | - | ||
| Acquisition | - | - | ||
| Disposal | - | - | ||
| Merger ( Nota 2.1) | - | 17.922 | ||
| Closing Balance | 17.922 | 17.922 | ||
| 623.341.846 | 680.129.457 |
The value recorded during the period in asset sales relates to the sale of Socelpac,Sgps,S.A and to the sale of Glunz shares for 120.000.000 euros and 129.870 euros respectively, which were recorded as investments,. The sale of Socelpac,Sgps,S.A offset the impairment charge recorded in 2005. An increase in investment was recorded in February 2006 to offset losses in Maiequipa – Gestão Florestal,S.A.
The impairment charges registered relate to the participations in Agloma – Sociedade de Madeiras Aglomeradas,S.A.,Resoflex- Mobiliário e Equipamento de Gestão,S.A. and Sonae Indústria Brasil.
| % | Custo de | Capitais | Resultados | |
|---|---|---|---|---|
| Sociedade | Participação | Aquisição | Próprios | Liquidos |
| Euroresinas - Industrias Quimicas, S.A. | 100,00% | 5.204.481 | 8.323.494 | 1.732.689 |
| Ipaper . Produção de Papeis Impregnados,S.A. | 49,00% | 509.144 | -459.956 | -508.346 |
| Maiequipa - Gestão Florestal,S.A. | 100,00% | 3.438.885 | 762.272 | 115.908 |
| Movelpartes - Componentes para Industria do Mobiliário,S.A. | 100,00% | 4.437.198 | 4.533.798 | 701.773 |
| Resoflex - Mobiliário e Equipamento de Gestão,S.A. | 100,00% | 3.742.915 | 1.510.440 | -793.429 a) |
| Sonae Industria de Revestimentos,S.A. | 99,98% | 38.548.932 | 29.986.690 | 825.854 |
| Sonae Espanha | 99,94% | 9.976 | -337.199 | 3.411 |
| Sonae Industria Brasil | 100,00% | 490.252 | 236.709 | -7.561 a) |
| Sonae Serviços de Gestão,S.A. | 100,00% | 2.000.000 | 2.924.815 | 645.819 |
| Sonaegest | 20,00% | 159.615 | 1.397.239 | 20.693 |
| Taiber | 0,02% | 25.142 | 11.599.604 | 4.083.587 |
| Tafisa - Tableros de Fibras,S.A. | 89,01% | 514.937.661 | 171.159.793 | -1.529.554 |
| Ecociclo - Gestão Ambiental,S.A. | 100,00% | 631.267 | 695.822 | 266.591 |
| Somit Imobiliária,S.A. | 0,02% | 5.000 | 59.532.897 | 8.603.830 |
| Sonae Industria - Produção e Comercialização de Derivados de Madeira,S.A. | 2,81% | 3.868.925 | 100.761.292 | 12.113.588 b) |
| Siaf Energia, S.A. | 0,20% | 5.000 | 2.613.747 | 46.493 |
| Siaf Imobiliária,S.A. | 0,02% | 5.000 | 26.568.935 | 1.718.044 |
| Agloma - Soc.Ind.Madeira Aglomerada,S.A. | 99,84% | 56.805.000 | 48.104.136 | 1.126.237 a) |
On 31 December 2006, Sonae Industria,SGPS had the following holdings in Group and Associated Companies:
a) The values recorded for the holdings in Agloma, Resoflex and Sonae Industria Brasil were higher than their recoverable value, therefore the company recognized impairment charges on the Income Statement under the heading Provisions & Accumulated Impairment Losses (Note 16)
The detail of Other Non Current Assets at December 31, 2006 and December 31, 2005, was as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Loans Granted To Group Companies (Nota 19) | 988 969 071 | 809 549 102 |
| Other Loans Granted | 0 | 0 |
| Tax Recoverable | 0 | 0 |
| Other Non- Current Assets | 0 | 0 |
| 988 969 071 | 809 549 102 | |
| Accumulated Imparment Losses (Nota 16) | 400 905 | 400 905 |
| 988 568 166 | 809 148 197 | |
Loans granted to Group companies have a medium and long term maturity and they yield interest at an average rate of 4,439%.
At 31 December 2006 and 31 December 2005, the details of Current Trade Debtors were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Current Accounts | 776 381 | 377 841 |
| Bills Receivable | 0 | 0 |
| Doubtful Debtors | 0 | 0 |
| 776 381 | 377 841 | |
| Accumulated Imparment Losses | 0 | 0 |
| 776 381 | 377 841 |
At 31 December 2006 and 31 December 2005, the details of Other Current Trade Debtors were as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| State & Other Public Entities | ||
| Income Tax | 960 725 | 58 952 |
| Value Added Tax | 173 452 | 133 978 |
| Social Security Contribuitions | ||
| Others | ||
| 1 134 177 | 192 930 | |
| Other Debtors | 379.419 | 5.839 |
The detail of Other Current Assets at 31 December 2006 and 31 December 2005, was the following:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Accrued Revenue | 137 696 | 77 153 |
| Deferred Costs | 6 507 | 6 507 |
| 144 204 | 83 660 | |
| Accumulated Imparment Losses | 0 | 0 |
| 144 204 | 83 660 |
"Other Current Assets" includes mainly interest due in regards to loans granted to Group and Associated companies.
On 31 December 2006 and 31 December 2005 the detail of Cash and cash equivalents was the following:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Cash at Hand | 957 | 869 |
| Deposits | 61 318 245 | 425 403 |
| Treasury Apllications | 36 452 086 | 35 994 778 |
| Cash & Cash Equivalents - Balance Sheet | 97 771 288 | 36 421 049 |
| Bank Overdrafts | 0 | 0 |
| Cash & Cash Equivalents - Cash Flows Statement | 97 771 288 | 36 421 049 |
Cash & equivalents comprises cash at hand, deposits, treasury applications and term deposits with less than three months maturity, and for which the risk of value change is insignificant.
Cash and Cash Equivalents on the Balance sheet is composed of two bank applications: one of 5.700.000 euros maturing on 3 January and the other a Cash Reserve of 14.443.086 euros related to the Group Securitization programme, maturing on 6 January, and of various financial operations with Group companies that total 16.309.000 euros.
On December 31, 2006, the share capital, fully underwritten and paid, is represented by 140.000.000 ordinary shares, not entitled to fixed income, with a face value of 5 euros.
The following entities had more than 20% of the subscribed capital on 31 December 2006:
| Entity | % |
|---|---|
| Efanor Investimentos, SGPS, S. A. | 31,9 |
At 31 December 2005 and 31 December 2006 Sonae Industria, SGPS, S.A had the following outstanding loans:
| 31.12.06 | 31.12.05 | |||||||
|---|---|---|---|---|---|---|---|---|
| Reductions/Repayments | Nominal Value | Reductions/Repayments | Nominal Value | |||||
| Current | Non Current | Current | Non Current | Current | Non Current | Current | Non Current | |
| Bank Loans | 6 250 000 | 21 875 000 | 6 250 000 | 21 875 000 | 6 250 000 | 28 125 000 | 6 250 000 | 28 125 000 |
| Debentures Obligations Under Finance Leases |
530 273 929 | 535 000 000 | 381 101 414 | 385 000 000 | ||||
| Other Loans | 60 950 000 | 60 950 000 | ||||||
| Bank Overdrafts Hedge Derivatives |
||||||||
| Gross Debt | 67 200 000 | 552 148 929 | 67 200 000 | 556 875 000 | 6 250 000 | 409 226 414 | 6 250 000 | 413 125 000 |
| Investments | ||||||||
| Cash & Cash Equivalents - Balnace Sheet | 97 771 288 | 97 771 288 | 36 421 049 | 36 421 049 | ||||
| Net Debt | - 30 571 288 | 552 148 929 | - 30 571 288 | 556 875 000 | - 30 171 049 | 409 226 414 | - 30 171 049 | 413 125 000 |
| Total Net Debt | 521 577 641 | 526 303 712 | 379 055 365 | 382 953 951 |
| 31.12.06 | 31.12.05 | |
|---|---|---|
| 2006 | 6 250 000 | |
| 2007 | 67 200 000 | 6 250 000 |
| 2008 | 106 250 000 | 106 250 000 |
| 2009 | 86 250 000 | 86 250 000 |
| 2010 | 156 250 000 | 156 250 000 |
| Após 2010 | 208 125 000 | 58 125 000 |
| 624 075 000 | 419 375 000 |
The loans have the following repayment schedule:
On December 31, 2006, the contracted loans are summarized as follows:
a) Sonae Indústria 2004 bonds, issued on 15 October 2004, with a principal of 80.000.000 euros. Principal will be paid in a single bullet payment 5 years after issue date. Interest is calculated using Euribor 6 months plus 87.5 basis points and paid semi annually in arrears on 15 April and 15 October;
b) Sonae Indústria 2005/2013 bonds, issued on 31 March 2005, with a principal amount of 55.000.000 euros, and a bullet repayment 8 years after issue date. Interest is calculated using Euribor 6 months plus 87.5 basis points, paid semi annually in arrears on 31 March and 30 Setember;
c) Sonae Indústria 2005/2008 bonds, issued on 27 April 2005, with a principal amount of 100.000.000 euros and a bullet repayment 3 years after issue date. Interest is calculated using Euribor 6 months plus 100 basis points, paid semi annually in arrears on 27 April and October;
d) Sonae Indústria 2005/2010 bonds, issued on 27 April 2005, with a principal amount of 150.000.000 euros and a bullet repayment 5 years after issue date. Interest is calculated using Euribor 6 months plus 110 basis points, paid semi annually in arrears on 27 April and October.
e) During 1H05 a loan contracted by Sonae SGPS SA with the European Investment Bank, in the total amount of 50.000.000 euros, was transferred to Sonae Indústria SGPS, SA. The loan pays interest quarterly, at market rates, and will be redeemed in 16
consecutive and equal semi annual instalments, the first of which occurred on 30 June 2003. On 31 December 2006, the principal outstanding was 28.125.000 euros;
f) Sonae Indústria 2006/2014 50.000.000 euros Bond issued on 28 March 2006, to be repaid in one payment at maturity in 8 years. Interest is calculated on EURIBOR 6 months plus 87.5 basis points and will be paid twice a year on 28 March and 28 September;
g) On 25 January 2006, Sonae Indústria signed a Commercial Paper agreement of up to 100.000.000 euros, with a number of financial institutions. The programme matures on 27 January 2016. At 31 December 2006, the balance stood at 60.950.000 euros, composed of one issue on 12 December 2006 and that matures on 11 January 2007. Interest is calculated at the Euribor rate that matches the maturity of the issue.
h) Sonae Indústria 2006/2013 50.000.000 euros Bond issued on 3 July 2006, to be repaid in one payment at maturity in 7 years. The company has the option of total or partial repayment (by reduction of nominal value of bonds) from July 2011. Interest is calculated on EURIBOR 6 months plus 86 basis points and will be paid twice a year on 3 January and 3 July;
i) Sonae Indústria 2006/2014 (second issue) 50.000.000 euros Bond issued on 2 August 2006, to be repaid in one payment at maturity in 8 years. Interest is calculated on EURIBOR 6 months plus 88 basis points and will be paid twice a year on 2 February and 2 August;
Sonae Industria – Produção e Comercialização de Derivados de Madeira,S.A, has an insurance contract for employees under which they will receive at retirement age (65) the equivalent of 24 months salary. All employees hired up to 31/12/94 are covered by this contract, Sonae Indústria,SGPS,S.A. employees are also covered by this plan.
It is a Defined Benefits Plan in the form of an insurance contract, established with Fidelidade, an insurance company.
According to actuarial studies carried out by the fund manager, total liabilities for services provided, without taking into account salary growth, amounted to 210.008 euros and the market value of the fund is 109.274 euros. The company had a provision of 56.427 euros.
The actuarial assumptions were as follows:
Pension Growth Rate:0% Forecasted Income Rate: 6% Expected Salary Growth Rate: 3% Technical Actuarial Rate: 4% Mortality Rate: TV 88/90
At 31 December 2006 and 31 December 2005 all amounts recorded under this item resulted from normal operations.
On 31 December 2006 and 31 December 2005 the detail of this item was as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| State & Other Public Entities | ||
| Income Tax | 545 251 | 1 573 755 |
| Social Security Contributions | 26 263 | 30 881 |
| Others | 50 | 85 |
| 571 564 | 1 604 721 | |
| Other Creditors | ||
| Loans From Group Companies (Nota 19) | 114 894 000 | 158 023 296 |
| Fixed Assets Suplliers | 47 | 1 528 |
| Others | 242 006 | 700 017 |
| 115.136.053 | 158.724.840 |
On 31 December 2006 and 31 December 2005 this item had the following detail:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Accrued Costs | ||
| Insurance | 4 913 | |
| Holidays | 235 673 | 125 781 |
| Bonus | 430 590 | 339 191 |
| Interests | 6 377 259 | 2 721 871 |
| External Supllies & Services | 6 500 | 35 727 |
| 7 054 935 | 3 222 570 |
The changes in provisions and accumulated impairment losses during the períod ended in December, 2006 were the following:
| Description | Opening Balance | Increases | Utilisation | Reductions | Closing Balance |
|---|---|---|---|---|---|
| Accumulated Imparment Losses on Investments (Nota 5) | 74 685 976 | 11 500 469 | 74 685 976 | 0 | 11 500 469 |
| Accumulated Imparment Losses on Other Non Current Assets (Nota 6) | 400 905 | 0 | 0 | 0 | 400 905 |
| 75 086 881 | 11 500 469 | 74 685 976 | 0 | 11 901 374 |
Impairment losses are offset against the corresponding asset.
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Granted Guarantees: | ||
| Fiscal Processes in Course | 357.258 | 357.258 |
| Lawsuits in Course | ||
| Garantias prestadas por processos autárquicos | ||
| Loans - Bei | 117.493.745 | 156.500.744 |
| Loans - Abn | 2.529.655 | |
| Others - Siempelkamp | 1.250.000 | 1.750.000 |
| 121.630.658 | 158.608.002 |
The company, together with its affiliates, Isoroy and Glunz, signed financing contracts with the European Investment Bank and ABN which are fully covered by bank guarantees corresponding to the total amount of the facility.
During 2006, 64.722 euros were recorded as a cost on the profit and loss statement relating to operational lease payments. During 2005, operational lease payments amounted to 13.981 euros..
In addition, at the balance sheet date, the company had irrevocable operational lease contracts with the following payment maturities:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| 2006 | 61.675 | |
| 2007 | 47.925 | 51.775 |
| 2008 | 34.638 | 38.031 |
| 2009 | 14.750 | 21.155 |
| After 2009 | ||
| 97.313 | 172.636 | |
Balances and transactions with related parties may be summarized as follows:
| Transactions | Sales & Services Rendered |
Purchases & Acquired Services |
Interest Income | Interest Expenses | ||||
|---|---|---|---|---|---|---|---|---|
| 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | |
| Parent Company & Group Companies | 3 039 763 | 685 152 | 1 155 071 | 284 398 | 38 284 683 | 7 339 518 | 3 752 982 | 1 170 045 |
| - Agloma | 1 842 | 1 509 905 | 302 592 | |||||
| - Ecociclo | 10 339 | 2 616 | 91 062 | 19 294 | ||||
| - Euroresinas | 25 020 | 3 343 | 935 816 | 163 719 | 112 | |||
| - Glunz | 639 200 | 115 955 | ||||||
| - Imoplamac | 3 684 | 1 244 | 13 174 | 5 658 | ||||
| - SInd-pcdm | 461 485 | 119 253 | 78 429 | 32 232 | 949 401 | 532 | 365 176 | |
| - Isoroy | 532 866 | 140 112 | ||||||
| - Maiequipa | 4 073 | 1 244 | 51 158 | 13 193 | ||||
| - Movelpartes | 7 285 | 1 380 | - 156 | 24 990 | 2 329 | |||
| - Resoflex | 9 254 | 1 244 | 22 254 | 5 092 | ||||
| - Sc - Consultadoria | 980 | 4 686 | ||||||
| - Siaf Imobiliária | 3 684 | 1 741 | 454 418 | 2 535 | ||||
| - Siaf Energia | 2 318 | 423 | 244 619 | 1 925 | 18 929 | |||
| - Sonae Industria Revestimentos | 13 777 | 2 770 | 142 931 | 69 684 | 570 191 | 110 752 | ||
| - Socelpac | 502 230 | 286 606 | ||||||
| - Somit | 1 842 | |||||||
| - Somit Imobiliária | 1 842 | 1 244 | 660 921 | 76 006 | ||||
| - Solinca | 54 852 | 3 210 | ||||||
| - Sonae ,sgps | 319 582 | 109 431 | ||||||
| - Sonae Uk | 165 033 | 35 029 | 238 761 | |||||
| - Spanboard | 33 500 | 11 676 | 4 220 | |||||
| - Sonae Serviços de Gestão | 4 123 | 1 514 | 44 588 | 9 064 | 193 | 2 768 | 7 429 | 28 |
| - Sonae Tafisa Benelux | 8 102 | |||||||
| - Tafisa Canadá | 374 279 | 63 513 | 887 | |||||
| - Tafisa Espanha | 528 599 | 141 752 | 16 559 | |||||
| - Tafisa South Africa | 206 451 | 39 099 | 488 | |||||
| - Tavapan | 1 165 | |||||||
| - Taiber | 36 012 434 | 7 138 775 | ||||||
| - Tradema | 1 261 | |||||||
| - Imosede | 8 650 | |||||||
| - Novis | 3 441 | 1 166 | ||||||
| - Mch | 20 701 | |||||||
| - Praedium III | 5 269 | |||||||
| - Optimus | 15 679 | 3 403 | ||||||
| - Box Lines | 2 845 | |||||||
| - Equador | 181 774 | 45 864 | ||||||
| Associated Companies | 10 047 | 497 | ||||||
| - Ipaper | 10 047 | 497 |
| Balance | Accounts Receivable | Accounts Payable | Loans | |||||
|---|---|---|---|---|---|---|---|---|
| Obtained | Granted | |||||||
| 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | 31.12.06 | 31.12.05 | |
| Parent Company & Group Companies | 776 382 | 375 511 | 212 892 | 263 077 | 114 894 000 | 158 023 296 | 988 969 071 | 809 549 102 |
| - Agloma | 186 | 47 951 000 | 57 000 000 | |||||
| - Ecociclo | 1 043 | 1 055 | 312 486 | 310 098 | ||||
| - Euroresinas | 14 302 | 1 348 | 20 934 190 | 15 803 891 | ||||
| - Sonae Espanha | 400 905 | 400 905 | ||||||
| - Glunz | 158 736 | 38 652 | ||||||
| - Imoplamac | 371 | 502 | ||||||
| - SInd-pcdm | 109 615 | 56 059 | 21 353 | 13 794 | 1 686 847 | 18 031 073 | ||
| - Isoroy | 137 508 | 47 992 | ||||||
| - Maiequipa | 411 | 502 | 846 406 | 342 903 | ||||
| - Movelpartes | 2 698 | 557 | 1 403 000 | 657 500 | 1 806 | |||
| - Resoflex | 929 | 502 | 918 000 | 1 093 800 | ||||
| - Sc - Consultadoria | 2 702 | 4 952 | ||||||
| - Siaf Imobiliária | 743 | 702 | 16 658 000 | 14 298 200 | ||||
| - Siaf Energia | 234 | 171 | 4 006 905 | |||||
| - Sonae Industria Revestimentos | 4 879 | 1 117 | 1 260 | 22 635 | 16 708 000 | 24 936 500 | ||
| - Socelpac | 45 683 549 | |||||||
| - Somit | 186 | 12 660 600 | ||||||
| - Somit Imobiliária | 186 | 502 | 30 067 000 | |||||
| - Solinca | 49 284 | 1 799 | ||||||
| - Sonae ,sgps | 90 647 | 173 247 | ||||||
| - Sonae Uk | 49 156 | 11 676 | 3 155 | |||||
| - Spanboard | 2 792 | 3 892 | 4 220 | |||||
| - Sonae Serviços de Gestão | 416 | 611 | 4 496 | 3 656 | 1 189 000 | 6 300 | ||
| - Sonae Tafibra Benelux | 675 | |||||||
| - Tafisa Canadá | 113 002 | 67 383 | 713 | |||||
| - Tafisa Espanha | 112 645 | 47 251 | 140 | |||||
| - Tafisa South Africa | 53 011 | 91 617 | 483 | |||||
| - Taiber | 1 753 | 944 337 106 | 792 589 499 | |||||
| - Tradema | 10 621 | 3 219 | ||||||
| - Tavapan | 97 | |||||||
| - Novis | 491 | 885 | ||||||
| - Optimus | 2 182 | 2 628 | ||||||
| - Box Lines | 3 442 | |||||||
| - Mds | 109 | |||||||
| - Mch | 5 019 | |||||||
| - Equador | 23 909 | 37 015 | ||||||
| Associated Companies | 1 940 | 201 | 100 000 | 100 000 | ||||
| - Ipaper | 1 940 | 201 | 100 000 | 100 000 |
The detail for Services Rendered is presented below:
| Services Rendered | 31.12.06 | 31.12.05 | |
|---|---|---|---|
| Internal Cmmunication | 351.121 | 128.382 | |
| Consolidation & Management Control | 129.390 | 36.897 | |
| Legal | 165.792 | 34.786 | |
| Health & security | 454.438 | ||
| Administration | 1.254.827 | 285.392 | |
| Engineering | 272.951 | 52.858 | |
| Others | 421.292 | 147.334 | |
| TOTAL | 3.049.812 | 685.649 |
| 31.12.06 | 31.12.05 | ||
|---|---|---|---|
| Taxes | 96.453 | 28.371 | |
| Losses in disposal financial investments | 74.044.674 | 0 | |
| Others | 63.981 | 54.778 | |
| 74.205.108 | 83.149 | ||
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Financial Expenses: | ||
| Interest Expenses | 24 422 525 | 4 752 751 |
| Exchange Losses | 5 652 | 2 144 |
| Others | 637 381 | 99 481 |
| Financial Results | 13 822 301 | 2 573 102 |
| 38 887 859 | 7 427 478 | |
| Financial Revenues | ||
| Interest Income | ||
| 38 882 239 | 7 426 524 | |
| Exchange Gains | 5 620 | 954 |
| 38.887.859 | 7.427.478 |
Socelpac,Sgps,S.A was sold in May 2006, generating a capital gain of 641.302 euros due to the difference between the loss recorded on sale (74.044.674 euros) and the reversal of the impairment charge recorded in the accounts in 2005 of 74.685.976 euros
The company received dividends of 20.706.168 euros from the following companies:
| Agloma – Soc.Ind.Madeira Aglomerada,S.A. | 9.995.558 € |
|---|---|
| Sonae Industria de Revestimentos,S.A. | 9.557.206 € |
| Sonae Industria – Produção e Comercialização Derivados Madeira,S.A. | 1.151.210 € |
| Siaf Energia,S.A. | 2.194 € |
The income and deferred taxation recorded at 31 December 2006 and 2005 were:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Income taxation | (672.279) | 489 230 |
| Deferred taxation | (3.047.624) | |
| (3.719.903) | 489 230 |
The income taxation represents the income taxation of Sonae Industria of 12.179 euros and tax savings from the tax perimeter of 690.794 euros. Deferred taxation relates to impairment charges of several participations.
The reconciliation of Net Income with income taxation was as follows:
| 31.12.05 | |
|---|---|
| Net income/(loss) before tax | 21.882.981 1.689.109 |
| Non deductible incomes | |
| Non-deductible provisions (e.g. restructuring and other risks & charges) | 74.685.976 |
| Non deductible assets adjustments (e.g.debt and inventory) | 54.767 63.844 |
| Capital gains/losses on the sale of fixed assets | 41 |
| Dividends | 20.706.168 |
| Others (please specify): | 115.691 |
| 95.562.643 63.844 |
|
| Non deductible losses | |
| Non-deductible provisions (e.g. restructuring and other risks & charges) | 56.427 |
| Non deductible assets adjustments (e.g.debt and inventory) | 8.151 |
| Derivatives | 21.331 |
| Capital gains/losses on the sale of fixed assets | 83.870 |
| Others | 74.597 13.137 |
| 158.467 99.046 |
|
| Fiscal income | -73.521.195 1.724.311 |
| Tax charge per income statement | 27,5% |
| Total Current tax | 474.186 |
| Current tax - prior year adjustment | 12.179 1.506 |
| Fiscal saving from fiscal perimeter | -690.794 |
| Excess/insufficiency of valuation | 6.335 13.538 |
| -672.280 489.230 |
Earnings per share, excluding the effect of discontinued operations, were calculated as follows:
| 31.12.06 | 31.12.05 | |
|---|---|---|
| Net Profit | ||
| Net Profit Considered for Basic EPS Calculation (Periodic Net Profit) |
25 602 884 | 1 199 879 |
| Net Profit Considered for Diluted EPS Calculation | 25 602 884 | 1 199 879 |
| Number of Shares | ||
| Weighted Average Number of Shares for Basic EPS Calculation | 140 000 000 | 140 000 000 |
| Weighted Average Number of Shares for Diluted EPS Calculation | 140 000 000 | 140 000 000 |
| Net Profit Per Share | 0,182 | 0,009 |
During 2006, no effect from discontinued operations was recorded.
These financial statements were approved by the Board of Directors and authorised for issuance on 19 April 2007.
Head Office: Lugar do Espido, Via Norte, Maia Maia Commercial Registry Nr. 57 048 Share Capital: 700 000 000 euros Fiscal Nr. 506 035 034 Sociedade Aberta
I hereby certify that according to the terms recorded in Minute number eight, dated May 31 of two thousand and seven and recorded in the Minutes Book of the Annual General Shareholders' Meeting, the following deliberations were taken:
a) A majority of votes approved the following proposal:
"That the 2006 Management Report, Individual and Consolidated Accounts and respective notes to the accounts, be approved as presented", and:
b) A unanimous vote approved the following proposal:
"That Sonae Indústria SGPS, SA, as recorded in the Individual accounts, generated a Net Profit in 2006 of 25,602,884.00 Euros.
The Board of Directors proposes that dividends not be paid in order to strengthen the Equity of the Company and to mitigate the increase in loans contracted to finance acquisitions made during 2006. In addition it proposes that Net Profit be appropriated as follows:
| Legal Reserves | Eur 1,280,144.20 |
|---|---|
| Free Reserves | Eur 24,322,739.80 |
| Dividends | Eur 0.00 |
Maia, 15 June 2007
Chairman of the General Shareholders Meeting
João Vieira de Castro
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex Rua António Bessa Leite, 1430 - 5º 4150-074 Porto Portugal Tel +351 225 433 000 Fax +351 225 433 499
1 As required by article 245 of the Portuguese Securities Market Code, we present the Audit Report in respect of the Consolidated and Individual Financial Information included in the Board of Directors' Report and in the Consolidated and Individual Financial Statements of Sonae Indústria, SGPS, SA, comprising the consolidated and individual balance sheet as at 31 December 2006, (which shows total assets of Euros 2,155,958,049 and Euros 1,715,228,189, respectively, a total consolidated equity of Euros 548,143,885 including total minority interests of Euros 28,100,792, an individual equity of Euros 972,565,765, and a net consolidated and individual profit of Euros 32,311,969 and Euros 25,602,884, respectively), the consolidated and individual statement of income by nature, the consolidated and individual statements of changes in equity and the consolidated and individual cash flow statements for the year then ended and the corresponding notes to the accounts.
2 It is the responsibility of the Company's Board of Directors (i) to prepare the Directors' Report and Consolidated and Individual Financial Statements that present fairly, in all material respects, the financial position of the company and its subsidiaries, the consolidated and individual changes in equity, the consolidated and individual result of their operations, and their consolidated and individual cash flows; (ii) to prepare historical financial information in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU that is complete, true, timeliness, clear, objective and licit, as required by the Portuguese Securities Market Code; (iii) to adopt adequate accounting policies and criteria; (iv) to maintain appropriate systems of internal control; and (v) to disclose any relevant facts that have influenced the activity, the financial position or results of the company and its subsidiaries.
3 Our responsibility is to verify the financial information included in the above mentioned documents, namely if it is complete, true, timeliness, clear, objective and licit, as required by the Portuguese Securities Market Code, and to issue a professional and independent report based on our audit.
Sonae Indústria, SGPS, SA.
4 We conducted our examination in accordance with the Standards and Technical Recommendations approved by the Institute of Statutory Auditors which require that we plan and perform the examination to obtain reasonable assurance about whether the consolidated and individual financial statements are free of material misstatement. Accordingly, our examination included: (i) verification that the subsidiaries' financial statements have been properly examined and for the cases where such an examination was not carried out, verification, on a sample basis, of the evidence supporting the amounts and disclosures in the consolidated financial statements, and assessing the reasonableness of the estimates, based on the judgements and criteria of Management used in the preparation of the consolidated financial statements; (ii) verification of the consolidation operations and the utilization of the equity method; (iii) assessing the appropriateness and consistency of the accounting principles used and their disclosure, as applicable; (iv) assessing the applicability of the going concern basis of accounting; (v) assessing the overall presentation of the consolidated and individual financial statements; and (vi) assessing whether the consolidated and individual financial information is complete, true, timely, clear, objective and licit.
5 Our examination also covered the verification that the financial information included in the Board of Director's report is in agreement with the remaining documents referred to above.
6 We believe that our examination provides a reasonable basis for our opinion.
7 In our opinion, the consolidated and individual financial statements referred to above, present fairly in all material respects, the consolidated and individual financial position of Sonae Indústria, SGPS, SA as at 31 December 2006, the consolidated and individual results of their operations and their consolidated and individual cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU and the information included is complete, true, timely, clear, objective and licit.
8 The financial information included in the Directors' Report and the consolidated and individual financial statements for the period ended 31 December 2005 have been reviewed by another auditor, who issued the required reports. The 2005 audit report on the consolidated financial statements included an emphasis for uncertainty regarding the realisation of deferred tax assets, amounting to 43,200,000 euros, related with unused tax losses to be carried forward of subsidiaries located in France and Germany, which affects the comparatives of 2005. We consider that the economical recovery in 2006 of some foreign subsidiaries should continue to be followed up. However, in our opinion, the uncertainty regarding the realisation of those assets, as supported by the information received from the company, has been reduced to an acceptable level for the recognition of such an asset.
Sonae Indústria, SGPS, SA.
9 As mentioned on the Note 2 of the individual financial statements, the present legal entity, Sonae Indústria, SGPS, SA is the consequence of a merge occurred in December 2005, under which the incorporating company, Sonae 3P – Panels, Pulp and Paper, SGPS, SA has changed its designation to Sonae Industria, SGPS, SA, after the extinguishment of the incorporated company. As a result, the financial statements as at 31 December 2006 are not comparable with those of the prior period.
10 As mentioned on the Note 3 of the consolidated financial statements, a fire in the Canadian subsidiary's plant in April 2006 destroyed one of the production line and interrupted the production. The company recorded an operational income related to business interruption amounting to 31,025,219 euros. As the final agreement with the insurance company regarding the indemnity of the business interruption losses was not yet achieved, there is an uncertainty regarding this amount.
Porto, 20 April 2007
PricewaterhouseCoopers & Associados, S.R.O.C., Lda. represented by:
António Joaquim Brochado Correia, R.O.C.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex Rua António Bessa Leite, 1430 - 5º 4150-074 Porto Portugal Tel +351 225 433 000 Fax +351 225 433 499
To the Shareholders
1 In accordance with the law and our mandate, we herewith present the report on our supervisory activity and our opinion on the Directors' Report and the corresponding Consolidated and Individual Financial Statements of Sonae Indústria, SGPS, SA with respect to the year ended 31 December 2006.
2 During the course of the year, we have accompanied the evolution of the company's activities, as and when deemed necessary, and have verified the timeliness and adequacy of the accounting records and supporting documentation. We have also ensured that the law and the company's statutes have been complied with.
3 As a consequence of our work, we have issued the attached Audit Report for Stock Exchange Regulatory Purposes in respect of the Consolidated and Individual Financial Information. Furthermore we have considered the Statutory Auditors' Report sent to the Board of Directors in which the audit procedures undertaken are described.
4 Within the scope of our mandate, we have verified that:
i) the Consolidated and Individual Balance Sheets, the Consolidated and Individual Statements of Income by nature, the Consolidated and Individual Statements of Changes in Equity, the Consolidated and Individual Cash Flow Statements and the corresponding Notes to the accounts present adequately the financial position, the results and cash flows of the company;
ii) the accounting policies and valuation methods applied are appropriate;
iii) the Directors' Report is sufficiently clear as to the evolution of the business and the position of the company and its subsidiaries and highlights the more significant aspects;
I iv) the proposed appropriation of profits is adequately supported.
Sonae Indústria, SGPS, SA.
5 On this basis, and taking into account the information obtained from Board of Directors and the company's employees, together with the conclusions in the Audit Report for Stock Exchange Regulatory Purposes in respect of the Consolidated and Individual Financial Information, we are of the opinion that:
Porto, 20 April 2007
PricewaterhouseCoopers & Associados, S.R.O.C., Lda. represented by:
António Joaquim Brochado Correia, R.O.C.
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