Demonstrações Financeiras

 


FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2009

Commission File Number 1-15184

SADIA S.A.

(Exact Name as Specified in its Charter)

N/A
--------------------------------------
(Translation of Registrant's Name)

Rua Fortunato Ferraz, 659
Vila Anastacio, Sao Paulo, SP
05093-901 Brazil
(Address of principal executive offices) (Zip code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F   [X]                    Form 40-F    [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    [   ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   [    ]                           No   [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date: August 14, 2009

SADIA S.A.


By:/s/José Luís Magalhães Salazar
----------------------------------
Name: José Luís Magalhães Salazar
Title: Investor Relations Officer








 

 

 

 


Sadia S.A.
(Public-held company)

Interim financial information
Six-month period ended
June 30, 2009

 

 

 

 




Sadia S.A.


Publicly-held company




Interim financial information


Six-month period ended June 30, 2009






Contents



Independent auditors' report
Balance sheets
Statements of income
Statements of changes in shareholders' equity
Statements of cash flows
Statements of consolidated added value
Notes to the interim financial information



2




Independent auditors’ report



To

The Board of Directors and Shareholders of

Sadia S.A.

Concórdia - SC



1.

We have reviewed the Interim Financial Information of Sadia S.A. (the Company) and the consolidated Interim Financial Information of the Company and its subsidiaries for the quarter ended June 30, 2009, comprising the balance sheets, the statements of income, changes in shareholders’ equity, cash flows and added value, the notes to the Interim Financial Information and the management report, which are the responsibility of its management.


2.

Our review was conducted in accordance with the specific rules set forth by the IBRACON - The Brazilian Institute of Independent Auditors, in conjunction with the Federal Accounting Council - CFC, and consisted mainly of the following: (a) inquiries and discussions with the persons responsible for the Accounting, Finance and Operational areas of the Company and its subsidiaries as to the main criteria adopted in the preparation of the Interim Financial Information; and (b) reviewing information and subsequent events that have or may have relevant effects on the financial position and operations of the Company and its subsidiaries.


3.

Based on our review, we are not aware of any material modifications that should be made in the Interim Financial Information described above, for it to be in accordance with the accounting practices adopted in Brazil and the rules issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Interim Financial Information.


4.

As described in Note 2, due to the changes occurred in the accounting practices adopted in Brazil during 2008, the statements of income, cash flows and added value, related to the quarter ended June 30, 2008, presented for comparison purposes, were adjusted and are being restated as required by NPC 12 - Accounting Policies, Changes in the Accounting Estimates and Correction of Errors, approved by CVM Resolution no 506/06.


5.

As described in note 26, on July 8, 2009, the Company became subsidiary of BRF - Brasil Foods S.A. (formerly named Perdigão S.A.). The operation is still under analysis of the Brazilian Economic Defense Council (CADE) where both parties signed an Agreement for Preservation of Reversibility of the Operation (APRO) aiming to ensure the reversibility of the operation until the final decision to be handed down by CADE


August 14, 2009


KPMG Auditores IndependentesCRC SP014428/O-6-F-SC




Marcos Antonio Boscolo

Accountant CRC SP-198789/O-0 S-SC



3




Sadia S.A.




Balance sheets


June 30, 2009 and March 31, 2009


(In thousands of Reais)




 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

Assets

Note

 

June

30, 2009 

 

March

31, 2009 

 

June

30, 2009 

 

March

31, 2009 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

290,188 

 

116,453 

 

639,686 

 

1,360,434 

Short-term investments

 

1,009,302 

 

595,706 

 

1,120,040 

 

845,875 

Receivables from future contracts

23 

 

 

7,718 

 

3,474 

 

222,302 

Trade accounts receivable

 

917,355 

 

757,286 

 

627,575 

 

559,013 

Inventories

 

1,491,743 

 

1,546,283 

 

1,658,611 

 

1,720,965 

Recoverable taxes

 

385,021 

 

382,997 

 

404,477 

 

428,380 

Deferred taxes

22 

 

76,185 

 

63,400 

 

76,849 

 

65,306 

Other credits

 

 

176,345 

 

87,749 

 

107,404 

 

115,808 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,346,139 

 

3,557,592 

 

4,638,116 

 

5,318,083 

 

 

 

 

 

 

 

 

 

 

Noncurrent assets

 

 

 

 

 

 

 

 

 

Long-term receivables

 

 

 

 

 

 

 

 

 

Long-term investments

 

192,333 

 

        159,945 

 

192,333 

 

       159,945 

Recoverable taxes

 

240,446 

 

        253,336 

 

242,852 

 

       323,048 

Deferred taxes

22 

 

644,293 

 

        901,799 

 

659,916 

 

       879,456 

Judicial deposits

17 

 

34,507 

 

          38,615 

 

35,469 

 

         39,560 

Related parties

10 

 

2,120,711 

 

     2,090,106 

 

 

                 - 

Advances to suppliers

 

 

69,872 

 

          68,818 

 

69,872 

 

         68,818 

Other credits

 

 

75,762 

 

          72,277 

 

89,538 

 

         99,761 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,377,924 

 

     3,584,896 

 

1,289,980 

 

    1,570,588 

 

 

 

 

 

 

 

 

 

 

Investments

11 

 

253,184 

 

497,715 

 

14,716 

 

15,184 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

12 

 

3,918,142 

 

3,946,342 

 

4,177,577 

 

4,218,207 

 

 

 

 

 

 

 

 

 

 

Intangible assets

14 

 

133,016 

 

134,139 

 

134,101 

 

135,194 

 

 

 

 

 

 

 

 

 

 

Deferred charges

13 

 

75,727 

 

79,844 

 

91,715 

 

120,534 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,380,069 

 

8,242,936 

 

4,418,109 

 

4,489,119 

 

 

 

 

 

 

 

 

 

 

     Total

 

 

12,104,132 

 

11,800,528 

 

10,346,205 

 

11,377,790 


     See the accompanying notes to the interim financial statements.



4




Sadia S.A.




Balance sheets


June 30, 2009 and March 31, 2009


(In thousands of Reais)




 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

Note 

June

30, 2009 

 

March

31, 2009 

 

June

30, 2009 

 

March

31, 2009

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Loans and financing

15 

4,080,569 

 

     4,079,420 

 

4,425,116 

 

    4,272,166 

Payables from future contracts

23 

 

            9,355 

 

92,448 

 

    1,396,354 

Suppliers

 

850,039 

 

        848,801 

 

889,313 

 

       876,485 

Advances from subsidiaries

10 

825,653 

 

     1,108,206 

 

 

Salaries, social charges and accrued vacation payable

 

187,297 

 

        149,475 

 

197,924 

 

       157,966 

Taxes payable

 

62,586 

 

          36,776 

 

80,026 

 

         59,436 

Dividends payable

 

830 

 

               832 

 

830 

 

              832 

Deferred taxes

22 

10,368 

 

          13,861 

 

12,695 

 

         16,780 

Other accounts payable

 

135,748 

 

        163,253 

 

252,892 

 

       229,921 

 

 

 

 

 

 

 

 

 

 

 

6,153,090 

 

     6,409,979 

 

5,951,244 

 

    7,009,940 

Noncurrent liabilities

 

 

 

 

 

 

 

 

Loans and financing

16 

1,776,252 

 

     1,554,006 

 

3,503,567 

 

    3,734,866 

Advances from subsidiaries

10 

3,194,379 

 

     3,416,772 

 

 

                 - 

Employee benefit plan

25 

127,295 

 

        122,795 

 

127,295 

 

       122,795 

Provision for contingencies

17 

56,146 

 

          53,818 

 

59,765 

 

         57,532 

Deferred taxes

22 

93,315 

 

          97,212 

 

93,865 

 

       125,227 

Stock option plan

19 

8,118 

 

            5,311 

 

8,118 

 

           5,311 

Other accounts payable

 

236,033 

 

          92,554 

 

101,310 

 

         94,549 

 

 

 

 

 

 

 

 

 

 

 

5,491,538 

 

5,342,468 

 

3,893,920 

 

4,140,280 

 

 

 

 

 

 

 

 

 

Minority interest in subsidiaries

 

 

 

 

 

41,811 

 

     50,601 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

18 

 

 

 

 

 

 

 

Capital

 

2,000,000 

 

2,000,000 

 

2,000,000 

 

2,000,000 

Treasury stock

 

(97,064)

 

(97,064)

 

(97,064)

 

(97,064)

Equity valuation adjustments

 

 

(76,156)

 

 

54,383 

Cumulative translation adjustment

 

(25,507)

 

(15,826)

 

(25,507)

 

(15,826)

Retained earnings (accumulated loss)

 

(1,417,925)

 

(1,762,873)

 

(1,418,199)

 

(1,764,524)

 

 

 

 

 

 

 

 

 

 

 

      459,504 

 

       48,081 

 

459,230 

 

    176,969 

 

 

 

 

 

 

 

 

 

 

 

12,104,132

 

11,800,528 

 

10,346,205 

 

11,377,790 


See the accompanying notes to the interim financial statements.



5


Sadia S.A.


Statements of income

June 30, 2009 and 2008

(In thousands of Reais, except for information on shares)


 

 

Parent company

Parent company

Consolidated

Consolidated

 

 

Three months ended

Six months ended

Three months ended

Six months ended

 

 

 

 

 

 

 

Note

June

30, 2009

June

30, 2008

June

30, 2009

June

30, 2008

June

30, 2009

June

30, 2008

June

30, 2009

June

30, 2008

Gross operating revenue:

 

 

 

 

 

 

 

 

 

Domestic market

 

 1,715,356

 1,490,675

 3,389,950

 2,866,863

 1,740,036

 1,507,072

 3,442,397

 2,894,579

Foreign market

 

1,030,641

1,173,114

2,019,573

2,143,862

1,234,714

1,434,606

2,394,888

2,634,382

 

 

 

 

 

 

 

 

 

 

 

 

2,745,997

2,663,789

5,409,523

5,010,725

2,974,750

2,941,678

 5,837,285

 5,528,961

Sales deductions:

 

 

 

 

 

 

 

 

 

Value-added tax on sales and sales deductions

 

 (322,184)

 (296,622)

(653,531)

(569,349)

(402,004)

(333,647)

 (806,406)

 (646,401)

 

 

 

 

 

 

 

 

 

 

Net operating revenue

 

2,423,813

2,367,167

 4,755,992

 4,441,376

2,572,746

2,608,031

 5,030,879

 4,882,560

 




 

 

 

 

 

 

Cost of goods sold

 

(1,951,443)

(2,013,287)

(3,982,643)

(3,726,738)

(2,001,832)

(1,968,687)

 (4,073,728)

 (3,704,920)

 




 

 

 

 

 

 

Gross profit

 

 472,370

 353,880

 773,349

 714,638

 570,914

 639,344

 957,151

 1,177,640

 




 

 

 

 

 

 

Operating income (expenses):




 

 

 

 

 

 

Selling expenses

 

(358,521)

(369,054)

(726,330)

(689,607)

(400,546)

(402,349)

 (814,319)

 (757,794)

Administrative and general expenses

 

 (32,871)

 (36,775)

 (64,275)

 (66,875)

 (34,021)

 (37,650)

 (67,466)

 (68,728)

Management fees

 

 (4,733)

 (4,802)

 (9,187)

 (9,333)

 (4,733)

 (4,802)

 (9,187)

 (9,333)

Other operating expenses

 

 (13,655)

 (30,020)

 (7,127)

 (42,325)

 (19,215)

 (37,036)

 (12,346)

 (50,501)

Financial income (expenses), net

 21

 858,464

 117,995

 728,592

 89,184

 606,504

 6,473

346,463

96,642

Equity in income (loss) of subsidiaries

 

(265,411)

   109,756

(352,347)

   362,225

          678

                -

            443

                -

Income (loss)  before income and social contribution taxes

 

 655,643

 140,980

 342,675

 357,907

 719,581

 163,980

 400,739

 387,926

Current income and social contribution taxes

 

(112,596)

 (2)

(112,596)

(25)

(179,652)

(3,628)

(184,788)

(8,343)

Deferred income and social contribution taxes

 

(198,099)

107

(120,465)

 25,786

(197,158)

(7,870)

(117,294)

 22,452

 




 

 

 

 

 

 

Net income before minority interest

 

344,948

109,614

 109,614

 383,668

 342,771

 152,482

 98,657

 402,035

Minority interest

 

               -

               -

              -

              -

      3,554

      1,587

      8,472

           300

Net income

 

         344,948

         109,614

         109,614

         383,668

        346,325

        154,069

          107,129

          402,335

Outstanding shares net of treasury stock (thousands)

 

672,951

672,741

 672,951

 672,741

 672,951

 672,741

 672,951

 672,741

Earnings per share - In Reais

 

0.51259

0.20972

 0.16289

 0.57031

 0.51464

 0.22902

 0.15919

 0.59805


See the accompanying notes to the interim financial statements.

6




Sadia S.A.




Statements of changes in shareholders’ equity (parent company)


June 30, 2009 and March 31, 2009


(In thousands of Reais)




 

 

 

 

 

 

Equity 

 

 

 

 

 

 

 

 

Treasury 

 

valuation 

 

Retained 

 

 

 

 

Capital 

 

shares 

 

adjustments 

 

earnings 

 

Total 

 

 

 

 

 

 

 

 

 

 

 

Balances at March 31, 2009

 

2,000,000 

 

(97,064)

 

(91,982)

 

(1,762,873)

 

48,081 

 

 

 

 

 

 

 

 

 

 

 

Equity valuation adjustments

 

 

 

76,156 

 

 

76,156 

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment

 

 

 

(9,681)

 

 

(9,681)

 

 

 

 

 

 

 

 

 

 

 

Net profit for the period

 

 

 

 

344,948 

 

344,948 

 

 

 

 

 

 

 

 

 

 

 

Balances at June 30, 2009

 

2,000,000 

 

(97,064)

 

(25,507)

 

(1,417,925)

 

459,504 


  See the accompanying notes to the interim financial statements.


7




Sadia S.A.




Statements of changes in shareholders’ equity (consolidated)


June 30, 2009 and March 31, 2009


(In thousands of Reais)





 

 

 

 

 

 

Equity 

 

 

 

 

 

 

 

 

Treasury 

 

valuation 

 

Retained 

 

 

Consolidated

 

Capital 

 

shares 

 

adjustments 

 

earnings 

 

Total 

 

 

 

 

 

 

 

 

 

 

 

Balances at March 31, 2009

 

2,000,000 

 

(97,064)

 

 38,557 

 

(1,764,524)

 

 176,969 

 

 

 

 

 

 

 

 

 

 

 

Equity valuation adjustments

 

 

 

(54,383)

 

 

(54,383)

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment

 

 

 

(9,681)

 

 

(9,681)

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

346,325 

 

346,325 

 

 

 

 

 

 

 

 

 

 

 

Balances at June 30, 2009

 

2,000,000 

 

   (97,064)

 

(25,507)

 

(1,418,199)

 

459,230 


See the accompanying notes to the interim financial statements.




8



Sadia S.A.


Statements of cash flows

Six months ended June 30, 2009 and 2008

(In thousands of Reais)

 

 

Parent company

 

Consolidated

 

 

 

 

June

30, 2009 

June
30, 2008 

June

30, 2009 

 June
30, 2008 

 

 

 

 

 

Net income for the period

109,614 

383,668 

  107,129 

402,335 

 

 

 

 

 

Adjustments to reconcile net income to cash

    generated by operating activities

 

 

 

 

Variation in minority interest

(12,144)

(12,080)

Depreciation, amortization and depletion

243,671 

187,231 

247,837 

189,709 

Accrued interest, net of paid interest

(202,987)

85,195 

(542,503)

426,180 

Result of allocated derivative instruments, net 

(31,314)

(230,799)

Goodwill amortization

10,481 

10,481 

Equity in earnings of subsidiaries

352,347 

(362,225)

(443)

Deferred taxes

164,533 

(25,786)

97,523 

(75,600)

Contingencies

4,335 

1,316 

4,248 

(8,915)

Result from the disposal of permanent assets

1,974 

2,048 

2,436 

2,095 

 

 

 

 

 

Variation in operating assets and liabilities

 

 

 

 

Trade accounts receivable

131,801 

63,125 

162,892 

1,106 

Inventories

168,942 

(382,081)

192,409 

(452,350)

Recoverable taxes and other

(271,542)

(117,403)

(237,373)

(423,957)

Interests and exchange variation

(202,292)

(61,140)

(256,242)

(118,789)

Judicial deposits

6,186 

(2,308)

6,140 

(3,000)

Suppliers

(56,052)

254,132 

(29,374)

250,627 

Advances from subsidiaries

(437,255)

564,949 

Taxes payable, salaries payable and others

323,023 

     32,650 

    11,543 

148,818 

 

 

 

 

 

Net cash generated by operating activities

336,298 

602,538 

(245,922)

105,861 

 

 

 

 

 

Investment activities

 

 

 

 

Funds from the sale of permanent assets

1,943 

1,017 

1,943 

1,048 

Investments in subsidiaries

(53,868)

Goodwill

(51,803)

(51,803)

Interests and exchange variation

58,882 

20,789 

68,166 

20,792 

Purchase of property, plant and equipment

(271,914)

(807,573)

(294,204)

(919,576)

Purchase of intangible assets

(6,942)

(45)

(7,708)

(45)

Purchase of deferred charges

(9,720)

(33,115)

Acquisition of subsidiary, net cash

(40,290)

(40,290)

Receivables from future contracts

15,879 

9,462 

402,647 

271,596 

Short-term investments

(2,766,944)

(229,138)

(2,889,950)

(810,231)

Redemption of investments

    2,619,522 

20,071 

3,164,058 

801,609 

Dividends received

      105,553 

                 - 

              - 

                  - 

 

 

 

 

 

Cash applied in investments activities

      244,021 

1,141,098 

444,952 

(760,015)

 

 

 

 

 

Loan activities

 

 

 

 

Loans received

2,321,270 

656,960 

2,456,783 

1,007,435 

Loans paid

(1,953,382)

(182,455)

(2,325,127)

(439,310)

Payables from future contracts

(38,367)

8,748 

(1,854,986)

(108,826)

Dividends paid

(12)

(137,669)

(12)

(137,669)

Loans with subsidiaries

 (275,613)

      (8,726)

                - 

                - 

 

 

 

 

 

Net cash from loan activities

      53,896 

    336,858 

(1,723,342)

  321,630 

 

 

 

 

 

Cash at beginning of the period

144,015 

251,587 

2,163,998 

680,655 

Cash at end of the period

     290,188 

   49,885 

     639,686 

348,131 

 

 

 

 

 

Net decrease of cash

146,173 

(201,702)

(1,524,312)

(332,524)


See the accompanying notes to the interim financial statements.

9




Sadia S.A.




Statements of consolidated added value


Six months ended June 30, 2009 and 2008


(In thousands of Reais)


 

Parent company

Consolidated

 

June

30, 2009 

June

30, 2008 

June

30, 2009 

June

30, 2008 

 

 

 

 

 

Revenues/income

 

 

 

 

Sale of products, goods and services

5,337,072 

4,962,800 

5,734,140 

5,464,772 

 

 

 

 

 

Raw materials acquired from third parties

(2,936,268)

(2,706,655)

(3,027,353)

(2,684,837)

Services rented from third parties

   (813,013)

   (870,858)

   (869,254)

   (921,901)

 

 

 

 

 

Gross added value

1,587,791 

1,385,287 

1,837,533 

1,858,034 

 

 

 

 

 

Depreciation/amortization/depletion

   (243,671)

   (197,712)

   (247,837)

   (200,190)

 

 

 

 

 

Net added value produced by the company

1,344,120 

1,187,575 

1,589,696 

1,657,844 

 

 

 

 

 

Transferred added value

 

 

 

 

Equity in net income of subsidiaries and associated companies

   (352,347)

   362,225 

         443 

             - 

Financial income

     18,893 

     (26,542)

   198,803 

     63,599 

Other operating results

       (1,894)

       (1,655)

       (6,341)

       (6,962)

 

 

 

 

 

Total added value to be distributed

1,008,772 

1,521,603 

1,782,601 

1,714,481 

 

 

 

 

 

Distribution of added value

 

 

 

 

 

 

 

 

 

  Employees

   791,392 

   755,837 

   814,960 

   773,283 

    Payroll and related charges

   515,311 

   483,727 

   534,232 

   495,098 

    Benefits

     99,068 

     87,344 

     99,879 

     75,152 

    FGTS (Government Severance Indemnity

     35,070 

     30,895 

     35,073 

     30,919 

    Others

   141,943 

   153,871 

   145,776 

   172,114 

 

 

 

 

 

  Taxes

   814,139 

   495,577 

   893,187 

   511,682 

    Federal

   536,081 

   234,601 

   609,874 

   248,065 

    State

   278,058 

   260,976 

   283,313 

   263,617 

 

 

 

 

 

  Financiers

   (709,699)

   (115,726)

   (147,660)

     (33,043)

    Interest

   (709,699)

   (115,726)

   (147,660)

     (33,043)

 

 

 

 

 

  Shareholders' equity

   109,614 

   383,668 

     98,657 

   402,035 

    Interest on shareholders' equity

               - 

     91,165 

             - 

     91,165 

    Dividends

               - 

       6,473 

             - 

       6,473 

    Retained earnings/loss for the period

   109,614 

   286,030 

   107,129 

   304,697 

    Minority interest

               - 

             - 

      (8,472)

          (300)

 

 

 

 

 

  Others

       3,326 

       2,247 

   123,457 

     60,524 


See the accompanying notes to the interim financial statements.



10



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


June 30, 2009 and March 31, 2009

 

(In thousands of Reais)







1

Operations


The Company’s main business activities are organized into four operational segments: processed products, poultry (chickens and turkeys), pork and beef. The large production chain permits its products to be commercialized in Brazil and abroad by retailers, small groceries and food service chains.


The Company distributes its products through a large number of sales points in the local market and exports to countries in Europe, Middle East, Eurasia, Asia and Americas. The Company has 18 industrial units of its own, 4 leased units and 16 distribution centers located in 14 Brazilian states.


The industrially processed products segment has been the principal focus of the Company’s investments in recent years and comprises products such as oven-ready frozen food, refrigerated pizzas and pasta, margarine, industrially processed poultry and pork by-products, crumbed products, a diet line and pre-sliced ready-packed products and desserts.


The Company’s shares are listed on the São Paulo stock exchange, responding to Corporate Governance Level I under the codes SDIA3 and SDIA4, and deposit receipts of its preferred shares are listed on the Madrid stock exchange (Latibex) and the New York stock exchange (NYSE).


Partnership Agreement


According to the material fact released on May 19, 2009, the management of Sadia and Perdigão jointly informed the execution of the partnership agreement between the two Companies that will allow, by means of the successive transactions, the business combination between Perdigão and Sadia (“business combination”). The business combination will not include the subsidiary Concórdia Holding Financeiras S.A. and its subsidiaries Banco Concórdia S.A and Concórdia S.A. Corretora de Valores Mobiliários, Câmbio e Commodities, which will be sold by Sadia.

 

The business combination will result in the creation of a new company, BRF - Brasil Foods S.A. (“BRF”), with official head office in Itajaí, Santa Catarina.

 



11


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





The business combination will be submitted to approval by the Brazilian antitrust authorities (Economic Defense Administration Council – CADE; Secretariat for Economic Rights – SDE; and Secretariat for Economic Monitoring – SEAE). The implementation of the business combination will depend on the submission of the examination of the transaction by the Antitrust Authorities of other jurisdictions, to the extent required by the applicable law, on account of the running of business between Perdigão and Sadia.



2

Preparation and presentation of the interim financial information


The individual and consolidated interim financial information are presented in thousands of Reais, unless otherwise states and were prepared in accordance with accounting practices adopted in Brazil, which are derived from the Brazilian Corporation Law, pronouncements, guidelines and interpretation of the Accounting Pronouncements Committee (CPC), and the rules of the Brazilian Securities Commission (CVM).


As disclosed in the financial statements of the year ended on December 31, 2008, for the first time when preparing the Parent Company only and consolidated financial statements for 2008, the Company adopted the amendments to the Corporate Law introduced by Law
11638, which was approved on December 28, 2007 with the respective changes introduced by Provisional Measure 449 on December 3, 2008.  Accordingly, the income statements of the parent company and consolidated for the period ended June 30, 2008 were adjusted for the purpose of maintaining comparability with the income statements for the period ended June 30, 2009.  The adjustments that were made are presented as follows:


 

Net Income

 

Parent company 

Consolidated 

 

 

 

Net income as of June 30, 2008 - without the effects of Law 11638/07

316,096 

334,763 

 

 

 

Fair value of future contracts, net of tax

771 

78,947 

 

 

 

Stock Options

  (11,375)

  (11,375)

 

 

 

Equity accounting of the adjustments of the Law recorded in the subsidiaries

 78,176 

         - 

 

 

 

Net income as of June 30, 2008 - With the effects of Law 11638/07

383,668 

402,335 




12


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





Authorization for the issuance of these financial statements was given by Fiscal Council and Board of directors on August 13 and 14, 2009, respectively, authorizing their disclosure to the market.



3

Description of significant accounting policies


Statement of income


Income and expenses are recognized on the accrual basis. Revenue from the Company’s sales is recognized upon shipment of the products and when the following conditions are met: i) the ownership is transferred and therefore risk of loss has passed to the client; ii) collection is probable; iii) there is evidence of an arrangement; and iv) the sales price is fixed or determinable. In addition, the Company offers sales incentives and discounts through various programs to customers, which are accounted for as a reduction of revenue in Sales deductions. Sales incentives include volume-based incentive programs and payments to customers for performing marketing activities on our behalf.


The shipping and handling costs are classified as selling expenses and effectively recognized in the income statement at the time of transfer of the products to the client. In the period ended June 30, 2009 the shipping and handling expenses totaled the amount of R$321,294 (R$293,757 in the same period of 2008).


Research and development costs are recognized as an expense in the measure that they are incurred and in the period ended June 30, 2009 totalled the amount of R$2,689 (R$4,216 in the same period of 2008).


Expenses with publicity and promotions are recognized when incurred and in the period ended June 30, 2009 totalled the amount of R$63,911 (R$ 71,688 in the same period of 2008).


Accounting estimates


The preparation of the interim financial statements in accordance with accounting practices adopted in Brazil requires that management uses its judgment in determining and recording accounting estimates. Significant assets and liabilities subject to these estimates and assumptions include the residual value of property, plant and equipment, deferred charges, allowance for doubtful accounts, inventories, deferred tax assets and liabilities, provision for contingencies,



13


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





valuation of derivative instruments, and assets and liabilities related to employees’ benefits. The settlement of transactions involving these estimates may result in different amounts due to the lack of precision inherent to the process of their determination. The Company reviews the estimates and assumptions periodically.


Foreign currency


In accordance with the rules established in Accounting Pronouncements Committee - CPC 02 - Effects of Changes in Exchange Rates and Translation of Financial Statements, approved by CVM Resolution 534, the Company’s management defined that the functional currency of its subsidiaries abroad is the Real, except for its subsidiary in Russia, which has the local currency as it is functional currency.


Transactions in foreign currency are translated at the exchange rate on the dates of each transaction. Monetary assets and liabilities in foreign currency are translated into the functional currency at the exchange rate on the closing date.  The gains and losses from the fluctuations in the exchange rates on monetary assets and liabilities are recognized in the statement of income.


The gains and losses arising from changes in investments abroad are recognized directly in shareholders’ equity under equity valuation adjustments and recognized in the statement of income when these investments are fully or partially disposed of.


Cash and cash equivalents


Cash and cash equivalents include bank accounts and investments with immediate liquidity and low market variation risk with maturities in up to 90 days at the time of acquisition and which run a low risk of market change


Long and short-term investments


In accordance with the rules of Accounting Pronouncements Committee - CPC 14 - Recognition, Valuation and Proof of Financial Instruments, short and long-term investments must be classified in one of three categories, according to the purpose for which the investment was acquired:
(i) held to maturity, when management has the intention and financial ability to hold the investment until its maturity; (ii) held for trading, when the purpose of the acquisition of the investment is to obtain short-term gains and (iii) securities available for sale when the intention is not classified in any of the categories above.



14


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





The held to maturity securities are valued at cost of acquisition, plus interest and exchange or monetary variations, less eventual reductions in the recoverable value, when applicable.


The held for trading are securities valued at their fair value, according to the Company’s investment strategy and risk management. The variations arising from valuation to fair value are recognized in the income statement.


The available for sale securities are valued at their fair value, and the unrealized gains and losses are classified in shareholders’ equity, net of tax effects, as equity valuation adjustments. Gains and losses realized or losses considered as permanent are recognized in the statement of income when incurred.


Trade accounts receivable


Trade accounts receivable are recorded at the amount invoiced and interest is not levied. The allowance for doubtful accounts is the best estimate the Company has and is considered sufficient by management to cover any losses arising on collection of accounts receivable. Accounts receivable are written off against the allowance for doubtful accounts after all means of collection have been exhausted and the possibility of recovery of the amounts receivable is considered remote.


Inventories


Finished goods, livestock (excluding breeders), work-in-progress, raw materials and supplies and others are valued at the lower of cost of acquisition or production (average method), or replacement or realization. The cost of finished goods and work-in-progress includes raw materials acquired, labor, production expenses, transport and storage relating to the purchase and production of inventories. Normal production losses in hog stock and poultry are inventoried and abnormal losses are expensed immediately as cost of goods sold.


Investments


Investments in subsidiaries in Brazil and abroad are valued using the equity method based on the respective net equity calculated on the same date, as disclosed in Note 11.


The interim financial information of foreign subsidiaries is translated into Brazilian Reais, based on the following criteria:



15


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





·

Balance sheet accounts at the exchange rate at the end of the period.

·

Statement of income accounts at the exchange rate at the end of each month.


Other investments are valued at cost less a provision for devaluation considered as permanent.


Property, plant and equipment


Property, plant and equipment are recorded at cost of acquisition, formation or construction, including the interest incurred on financing, during the period of construction, modernization and expansion of the industrial units. Expenditures that materially extent the useful lives of existing facilities and equipment are capitalized. Depreciation is calculated using the straight-line method at rates that take into account the estimated useful life of the assets, adjusted in keeping with the work shifts, as disclosed in Note 12. Depletion of forestry resources is calculated based on the extraction of timber and the average costs of the forests.


Breeding stock is recorded at the cost of formation which includes the appropriation of costs of the breeding hens, animal feed, medication and labor. These costs are accumulated for approximately six months until the breeding stock initiates the breeding cycle. From then on, the costs of the breeding stock begin to be amortized by the estimated number of off springs. The productive cycle ranges from fifteen to thirty months.


Intangible assets


Intangible assets comprise assets generated internally by the Company and they are valued at cost of formation, less accumulated amortization. These assets are recognized only in the development stage, provided that the following criteria are met: (i) technical viability to conclude the intangible asset so that it is available for use or sale; (ii) ability to use or sell the intangible asset; (iii) existence of ways of gaining economic benefits and (iv) ability to measure with certainty the expenses attributable to the intangible asset during its development.


Deferred charges


Deferred charges are represented substantially by pre-operating costs and reorganization charges, which are amortized on a straight-line basis over 5 years as from the beginning of operation.Provisional Measure 449/08 extinguished this group of accounts and the Company opted to maintain the balance of deferred charges until their total realization through amortization or write-off against the statement of income.



16


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





Impairment of long lived assets


The Company reviews its non current assets to verify possible impairment losses, whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable based on future cash flows. If these events occur, the reviews will be conducted at the lowest level of groups of assets for which the Company manages to attribute future cash flows. If the carrying amount of an asset is higher than the future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Until now, these reviews have not indicated the need to recognize impairment losses.


Current and noncurrent liabilities


Current and noncurrent liabilities are stated at known or estimated amounts, plus related charges and monetary and exchange variations up to the interim financial information date.


Derivative financial instruments


The derivatives are valued at their fair value and the gains and losses recognized in the statements of income. The fair value recognized in the financial statements takes into consideration market conditions and assumptions on the base date of these statements and does not necessarily represent the outflow or receipt of cash, supposing the transactions were settled on the date of the interim financial statements.


Grants and subsidies

Grants and subsidies received by the Company, with assumed future obligations, are recognized as liabilities at their fair value and will be appropriated to the income statement in the measure that the assumed obligation is fulfilled, as contra entries to the receipt of the grants and/or subsidies.

Government subsidies and donations that do not have assumed obligations are recognized in the income statement and collated with the expenses that it is intended to offset, provided that the conditions of Accounting Pronouncements Committee - CPC 07 - Government  Subsidies and Assistance, are met.




17


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





Share based payments


The Company adopted the provisions of the Accounting Pronouncements Committee - CPC 10 - Share based payments, recognizing as an expense, on a straight-line basis, the fair value of the options granted during the period of service required by the plan, as corresponding entries against liabilities. The fair value of the options is updated on the base date of the financial statements, based on assumptions available on the market.


Provisions


A provision is recognized in the interim financial information when the Company and its subsidiaries have a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.


Income and social contribution taxes


The income and social contribution taxes, both current and deferred, are calculated monthly based on taxable income at the rates of 15% plus a surcharge of 10% for income tax and 9% for social contribution and consider the offsetting of tax losses and negative basis of social contribution, limited to 30% of taxable income.


The deferred tax assets were recorded in accordance with CVM Instruction 371/02 and are represented significantly by temporary differences arising from non-deductible provisions, including tax loss carry forward and negative basis of social contribution and take into consideration past profitability and expectations of generation of future taxable income based on a technical viability study approved by management.


Other employees’ benefits


Employees’ benefits are recorded based on actuarial studies prepared annually at the end of the year in compliance with CVM Deliberation 371/00.


Environmental


The Company’s production facilities and forestry activities are subject to government environmental regulations. The risks associated with environmental questions are reduced through operational controls and procedures, as well as investments in equipment and systems for pollution control. In the management evaluation no provision for losses related to environmental questions is currently necessary, based on existing Brazilian laws and regulations.



18


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)


 



4

Consolidated financial information


The transactions and balances between the Parent company and its subsidiaries included in the consolidation process have been eliminated and the non-realized profit arising from the sales to the subsidiaries were excluded and incorporated to the inventory balances for each period. Minority interests were excluded from shareholders’ equity and net income and are presented separately in the consolidated balance sheets and income statements.


In accordance with the CVM Instruction 408/04, the Company consolidated the financial statements of it investment fund Concórdia Foreign Investment Fund Class A, where it is the wholly investment holder. This investment fund has the sole purpose of centralizing the foreign investment fund portfolio and delegating to a third party the administrative functions.


The consolidated interim financial information includes the accounts of Sadia S.A. and its direct and indirect subsidiaries. The accounting policies were applied consistently in all the subsidiaries. The consolidated direct or indirect subsidiaries and the corresponding shareholdings of the Company are as follows:


 

 

Shareholdings in % at

 

 

 

 

 

 

June 30, 2009 

March 31, 2009 

 

 

 

 

Sadia International Ltd.

100,00%

100.00%

 

Sadia Uruguay S.A.

100.00%

100.00%

 

Sadia Chile S.A.

  60.00%

  60.00%

 

Sadia Alimentos S.A.

  95.00%

  95.00%

 

Concórdia Foods Ltd.

100.00%

100.00%

 

Sadia U. K. Ltd.

100.00%

100.00%

 

 

 

Big Foods Indústria de Produtos Alimentícios Ltda.

100.00%

100.00%

 

 

 

Baumhardt Comércio e Participações Ltda.

73.94%

  73.94%

 

Excelsior Alimentos S.A.

25.10%

  25.10%

Excelsior Alimentos S.A.

46.01%

  46.01%

 

 

 

K&S Alimentos S.A.

49.00%

  49.00%

 

 

 



19


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)






 

 

Shareholdings in % at

 

 

 

 

 

 

June 30, 2009 

March 31, 2009 

Sadia Industrial Ltda.

100.00%

100.00%

 

Rezende Marketing e Comunicações Ltda.

0.09%

  0.09%

 

 

 

Rezende Marketing e Comunicações Ltda.

99.01%

  99.91%

 

 

 

Sadia Overseas Ltd.

100.00%

100.00%

 

 

 

Concórdia Holding Financeira S.A.

100.00%

100.00%

 

Concórdia S.A. C.V.M.C.C.

  99.99%

  99.99%

 

Concórdia Banco S.A.

100.00%

100.00%

 

 

 

Sadia GmbH

100.00%

100.00%

 

Wellax Food Logistics C. P. A. S. U. Lda.

100.00%

100.00%

 

Sadia Foods G.m.b.H.

100.00%

100.00%

 

Qualy B. V. (a)

100.00%

100.00%

 

Sadia Panamá S.A.

100.00%

100.00%

 

Sadia Japan Ltd.

100.00%

100.00%

 

Badi Ltd.

      100,00%

      100,00%

 

Investeast Ltd.

  60.00%

  60.00%

 

Concórdia Ltd.

100.00%

100.00%


 (a)

Holding for 48 subsidiaries in the Netherlands, for the purpose of operating in the European market on a quota basis.


Reconciliation of shareholders’ equity and net income between the Company and consolidated is as follows:




20


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





 

Net income

Shareholders’ equity

 

June

30, 2009 

June

30, 2008 

June

30, 2009 

March

31, 2009 

 

 

 

 

 

Company’s interim financial statements

109,614 

383,668 

459,504 

  48,081 

 

 

 

 

 

Elimination of unrealized profits on inventories in intercompany operations, net of taxes

(275)

(1,880)

1,936 

558 

 

 

 

 

 

Reversal of the elimination of unrealized results in inventories, net of taxes, resulting from intercompany operations at June 30, 2009



(2,210)



6,697 



(2,210)



(2,210)

 

 

 

 

 

Unrealized gain on available for sale securities, net of taxes





54,383 

 

 

 

 

 

Elimination of the unrealized gain or loss on available for sale securities, net of taxes



13,850 



76,157 

 

 

 

 

 

Consolidated interim financial statements

107,129 

402,335 

459,230 

176,969 



5

Cash and cash equivalents


 

 

Parent company

Consolidated

 

 

 

 

 

 

 

Interest %

(annual average)

June

30, 2009 

March

31, 2009 

June

30, 2009 

March

31, 2009 

Local currency

 

 

 

 

 

  Cash and cash equivalents

     - 

240,796 

  56,009 

265,411 

    73,547 

  Investment funds

9.16 

            - 

           - 

   104,349 

    76,260 

 

 

 

 

 

 

 

 

240,796 

  56,009 

369,760 

149,807 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

  Cash and cash equivalents

     - 

49,135 

  60,129 

  93,078 

      84,531 

  Interest-bearing current account

0.31 

257 

       315 

104,513 

  132,363 

  Interest-bearing accounts in guarantee

0.31 

            - 

          - 

  72,335 

  993,733 

 

 

 

 

 

 

 

 

   49,392 

  60,444 

 269,926 

1,210,627 

 

 

 

 

 

 

 

 

290,188 

116,453 

639,686 

1,360,434 



21


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




Interest-bearing accounts in guarantee refer to margin deposits of operations with derivative contracts which are not available for other purposes other than the settlement of these contracts.



6

Long and short-term investments


 

 

 

Parent company

Consolidated

 

 

 

 

 

 

 

 

Interest %

(annual average)

 

June

30, 2009 

March

31, 2009 

June

30, 2009 

March

31, 2009 

 

 

 

 

 

 

 

Short-term investments

 

 

 

 

 

 

Held for trading

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

Investment funds

8.96 

 

272,085 

169,424 

315.448 

215,999 

 

 

 

 

 

 

 

 

 

 

272,085 

169,424 

315.448 

215,999

 

 

 

 

 

 

 

Available for sale

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

Bank Deposit Certificate - CDB

8.99 

 

606,330 

212,582 

614,644 

236,673 

Treasury bills - LFT

9.16 

 

  99,688 

  77,804 

133,674 

117,244 

Stocks

      - 

 

          - 

    99,016 

          - 

   99,016 

 

 

 

 

 

 

 

 

 

 

706,018 

  389,402 

748,318 

452,933 

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

Investment funds

 

 

31,199 

  36,880 

56,574 

176,943 

 

 

 

 

 

 

 

 

 

 

737,217 

426,282 

804,592 

629,876 


 

 

 

 

 

 

Long-term investments

 

 

 

 

 

 

Available for sale

Local currency

 

 

 

 

 

 

Investment funds

8.96 

 

  71,202 

  69,008 

  71,202 

  69,008 

Treasury bills – LFT

9.16 

 

  46,674 

  45,139 

  46,674 

  45,139 

National Treasury Certificate – CTN

12.00 

 

  46,222 

   45,798 

  46,222 

  45,798 

Bank Deposit Certificates (CDB)

8.90 

 

  28,235 

           - 

  28,235 

            - 

 

 

 

 

 

 

 

 

 

 

192,333 

159,945 

192,333 

159,945 


Long-term investments as of June 30, 2009 mature as follows:




22


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)






 

Maturity

 

 

 

 

 

2010

71,202 

 

2011

10,129 

 

2012

46,222 

 

2014 onwards

64,780 

 

 

 

 

 

192,333 


The financial investments used by the Company are subject to typical market fluctuations, credit risks, systems risks, adverse liquidity situations and atypical negotiations in the respective operating markets and even with risk management systems there is no assurance of complete elimination of losses.


Held for trading


The securities held for trading are represented by the portfolio of investments in an investment fund in local currency composed basically of quotas of open investment funds that have as assets: Bank Deposit Certificates (CDB), National Treasury Bills (LFT) and shares. The financial obligations of these funds are limited to the management fee and management expenses.


Available for sale


The securities classified as available for sale, except investments in shares, due to their trading characteristics have their valuation pegged to market interest rates and there is no difference between their corrected cost and the market value. Accordingly, the effective interest rate is recognized directly in the income statement for the period.


The investment fund in foreign currency has project financing with first-line financial institutions rated in accordance with the risk classification prepared by specialized rating agencies.


The financial operations portfolio, as well as a description of the main financial instruments used by the exclusive fund in a foreign currency, is presented as follows:




23


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)






 

 

Consolidated

 

 

 

 

 

 

June 30, 2009 

March 31, 2009 

 

 

 

 

 

Structured notes

51,062 

  86,183 

 

Collateral

  5,916 

  76,497 

 

Swap range accrual

  (4,464)

  (74,758)

 

Money market

     242 

       197 

 

Other assets

  3,518 

  88,824 

 

 

 

 

 

 

 56.274 

176,943 


Credit Linked Notes - CLN´s


Credit notes issued by financial institutions abroad, divided into three types of risk, as follows: a) Brazil risk; and b) company risk. These structured notes paid periodic interest (Libor + spread).


Libor swap range accrual - “Brazil Credit default swap - CDS 5Y”


Operations structured on a notional value, where the Company receives on a six month basis interest (Libor + spread), when the Libor is within a range of 1.5% to 6% p.a., and pays prefixed interest rate.  If the Libor is outside this range there is no accrual of interest. These operations were settled on July, 2009.


Credit default swap - CDS 5Y Brasil


Structured operations on a notional base, where the Company receives on a six-month basis  interest (CDS + spread), when the Brazil credit default swap - CDS 5Y is within 20 and 350 basis point, paying periodic interest. If the Brazil risk is outside this range there is no receipt of interest. These operations were settled on July, 2009.

As a result of the international crisis and the consequent increase in the volatility of financial assets, as from September 2008  the portfolio for investments in the investment fund in foreign currency have been undergoing material changes in their composition, either through mark-to-market or settlement of transactions. At June 30 2009 the loss made on the sale of the fund’s assets in the amount R$52,239 was recorded under financial results (See note 21).



24


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





7

Accounts receivable


 

Parent company

 

Consolidated

 

 

 

 

 

 

 

June

30, 2009 

March

31, 2009 

 

June

30, 2009 

March

31, 2009 

Foreign

 

 

 

 

 

   Customers

 86,621 

 118,656 

 

368,208 

291,475 

   Subsidiaries

 573,005 

 374,842 

 

             - 

            - 

 

 

 

 

 

 

Total of foreign

 659,626 

 493,498 

 

368,208 

291,475 

 

 

 

 

 

 

Domestic

 

 

 

 

 

   Customers

 263,259 

 268,035 

 

276,378 

281,410 

   Subsidiaries

        832 

     3,018 

 

             - 

            - 

 

 

 

 

 

 

Total of domestic

 264,091 

 271,053 

 

 276,378 

281,410 

 

 

 

 

 

 

(-) Allowance for doubtful accounts

 (6,362)

 (7,265)

 

(17,011)

(13,872)

 

 

 

 

 

 

 

 917,355 

 757,286 

 

 627,575 

 559,013 


The changes in the allowance for doubtful accounts are as follows:


 

Parent company

 

Consolidated

 

 

 

 

 

 

 

June

30, 2009 

March

31, 2009 

 

June

30, 2009 

March

31, 2009 

 

 

 

 

 

 

Balance at the beginning of the period

 (7,265)

 (4,969)

 

 (13,872)

 (9,100)

 

 

 

 

 

 

   Additions to the provision

 (298)

 (2,296)

 

 (3,590)

 (5,094)

   Write offs

    1,201 

         - 

 

       451 

      322 

 

 

 

 

 

 

Balance at the end of the period

 (6,362)

 (7,265)

 

 (17,011)

 (13,872)


The Company and its subsidiaries abroad (Sadia International Ltd. and Wellax Food Logistics C.P.A.S.U. Lda.) entered into an agreement for sale of its receivables with an outside financial institution up to the maximum amount of US$200 million, with interest rate of 0.25% p.a. + LIBOR.


As of June 30, 2009, the amount of receivables sold under this agreement amounted to approximately R$272 million (R$353 million as of March 31, 2009). During the period ended June 30, 2009, the Company received cash proceeds of approximately R$1,947 million (R$1,889



25


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





million in the same period of 2008) and incurred expenses of R$3.2 million (R$5.7 million in the same period of 2008) with respect to this agreement.


A credit insurance policy covering 90% of the value of the receivables was taken out with third parties and the beneficiaries in the event of default are the contracting financial institutions.


The Company also assigned receivables to a Credit Assignment Investment Fund (FIDC), administered by Concórdia S.A. Corretora de Valores Mobiliários, Câmbio e Commodities. As of June 30, 2009, the net equity of this fund was R$354,668 (R$344,586 at March 31, 2009), of which R$266,675 (R$246,205 at March 31, 2009) were represented by acquisitions of the Company’s receivables on the domestic market, with a discounted cost equivalent 120% of the CDI per senior quota. The assignment of the receivables is made without right of recourse, and the eventual losses from default for Sadia are limited to the value of the subordinated quotas, which at June 30, 2009, represented R$70,934 (R$68,917 at March 31, 2009).


During the period ended June 30, 2009, the Company received cash proceeds related to the local receivables sold of approximately R$2,206 million (R$1,901 million in the same period of 2008) and incurred expenses of R$15.9 million (R$12.7 million in the same period of 2008) with respect to this agreement.


For the other local receivables, the Company maintains a credit insurance policy that guarantees the collection in case of default of 90% of the uncollected amounts for customers with approved credit limits and up to R$ 100 to new customers or customers with no approved credit limits.




26


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





8

Inventories


 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

June

30, 2009 

March

31, 2009 

 

June

30, 2009 

March

31, 2009 

 

 

 

 

 

 

 

 

Finished goods and products for resale

  522,062 

  546,027 

 

  665,349 

  689,838 

 

Livestock and poultry for slaughter

  465,630 

  437,322 

 

  465,630 

  437,322 

 

Raw materials

  183,670 

  233,134 

 

  196,489 

  248,050 

 

Work in process

  185,638 

  188,515 

 

  185,827 

  188,662 

 

Packaging materials

    58,251 

    54,246 

 

    59,515 

    55,405 

 

Storeroom

    32,853 

    34,144 

 

    38,130 

39,404 

 

Products in transit

           10 

121 

 

      2,075 

6,066 

 

Advances to suppliers

    41,636 

49,654 

 

    41,636 

49,654 

 

Imports in transit

      1,993 

       3,120 

 

      3,960 

      6,564 

 

 

 

 

 

 

 

 

 

1,491,743 

1,546,283 

 

1,658,611 

1,720,965 



9

Recoverable taxes


 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

June

30, 2009 

March

31, 2009 

 

June

30, 2009 

March

31, 2009 

 

 

 

 

 

 

 

 

ICMS

340,545 

328,244 

 

342,268 

329,537 

     PIS and COFINS

211,002 

218,084 

 

212,318 

219,231 

 

IPI

  43,944 

  44,045 

 

  44,280 

  44,086 

 

Income and social contribution taxes

  29,584 

  45,534 

 

  39,202 

122,882 

 

IVA and tax credits on imports

           - 

           - 

 

    8,434 

  35,065 

 

INSS

       254 

       313 

 

       254 

       313 

 

Other

       138 

       113 

 

       573 

       314 

 

 

 

 

 

 

 

 

 

625,467 

636,333 

 

647,329 

751,428 

 

 

 

 

 

 

 

 

Short-term portion

385,021 

382,997 

 

404,477 

428,380 

 

Long-term portion

240,446 

253,336 

 

242,852 

323,048 





27


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




a.

Value-added tax on sales and services - ICMS


Composed of credits generated by the commercial operations and by the acquisition of property, plant and equipment, of a number of the Company’s units and can be offset with taxes of the same nature.


b.

Income and social contribution taxes


Correspond to income tax withheld at source on short-term financial investments and income tax and social contributions paid in advance that can be offset with federal taxes and contributions.


c.

Social contributions - PIS/COFINS


The balance is composed from noncumulative collection of PIS and COFINS, and these credits may be compensated with other federal taxes.


d.

Value-added tax - IVA and Tax Credits on imports


Composed of credits generated by the commercial operations in the foreign subsidiaries, which will be compensated with taxes of the same nature or cash reimbursements.  


e.

Excise tax - IPI


Composed of amounts arising from the following operations: presumed credit on packaging and inputs, presumed credit for reimbursement of PIS/PASEP and COFINS on exportations and export incentives, which can be compensated with other federal taxes.


f.

National Institute of Social Security - INSS


The balance relates to credits originated from the Funrural charge on operations related to the production of poultry, which can be compensated with contributions of the same nature.


In 2008 the Company made a formal inquiry to the Brazilian Internal Revenue Service challenging its interpretation as refers to the possibility of discounting full credits from the contribution to PIS/PASEP and of COFINS in relation to the acquisitions of agricultural inputs for agribusiness in the period between August 2004 and April 2006. In June 2009 the Company obtained a favorable answer to inquiry, allowing it the restated full credit. In view of this response, the Company recognized in this quarter the credit relating to PIS/COFINS in the amount of R$55,498 in contra-account to the cost of products sold.



28


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)



 



10

Related party transactions


Related party transactions refers to mainly of sales operations between the Company and its subsidiaries, which were performed under normal market conditions for similar types of operations. The balance sheet and income statement transactions between related parties are shown below:


 

 

Balance sheet

 

 

 

 

 

 

June 30, 2009 

March 31, 2009 

 

Accounts receivable

 

 

 

   Wellax Food Logistics C. P. A. S. U. Lda.

    544,517 

 339,780 

 

   Concórdia Ltd.

        9,326 

 10,493 

 

   Sadia Alimentos S.A.

        7,431 

 9,300 

 

   Qualy B.V.

        6,341 

 10,708 

 

   Sadia Chile S.A.

        4,728 

 3,595 

 

   Sadia Uruguay S.A.

           662 

 769 

 

   Excelsior Alimentos S.A.

           565 

 93 

 

   Big Foods Ind. Prod. Alimentícios Ltda.

           267 

 2,925 

 

   Sadia International Ltd.

            - 

          197 

 

 

 

 

 

 

 573,837 

   377,860 

 

 

 

 

 

Dividends receivable

 

 

 

   Concórdia Holding Financeira S.A.

 105,553 

               - 

 

 

 

 

 

 

 105,553 

               - 

 

 

 

 

 

Loans

 

 

 

   Wellax Food Logistics C. P. A. S. U. Lda.

2,117,240 

 2,085,796 

 

   Sadia GmbH

       2,574 

 3,054 

 

   Sadia Industrial Ltda.

          890 

 890 

 

   Excelsior Alimentos S.A.

            73 

 46 

 

   Rezende Marketing e Comunicação Ltda.

            61 

 61 

 

   Big Foods Ind. Prod. Alimentícios Ltda.

            59 

 43 

 

   Concórdia Holding Financeira S.A.

            25 

 466 

 

   Sadia International Ltd.

           (211)

(        250)

 

 

 

 

 

 

 2.120.711 

 2,090,106 



29


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





 

Balance sheet

 

 

 

 

June 30, 2009

March 31, 2009 

 

 

 

Suppliers

 

 

   Big Foods Ind. Prod. Alimentícios Ltda.

       2,864 

         8,371 

   Wellax Food Logistics C. P. A. S. U. Lda.

          591 

         - 

   Sadia Uruguay S.A.

               26 

                 - 

 

 

 

 

          3,481 

          8,371 

 

 

 

Advances from subsidiaries

 

 

   Wellax Food Logistics C. P. A. S. U. Lda.

 (4,018,342)

 (4,522,973)

   Sadia International Ltd.

         (1,690)

       (2,005)

 

 

 

Total current and non current

 (4.020.032)

 (4,524,978)


The loans and advances between the parent company and its subsidiaries abroad are updated by Libor + interest 3% p.a.


 

Income statement

 

 

 

 

June 30, 2009 

June 30, 2008 

 

 

 

Sales

 

 

   Wellax Food Logistics C. P. A. S. U. Lda.

1,429,542 

1,308,818 

   Qualy B. V.

     37,144 

     21,601 

   Sadia Chile S.A.

     15,214 

       9,966 

   Big Foods Ind. Prod. Alimentícios Ltda.

     13,434 

       7,341 

   Sadia Alimentos S.A.

     11,114 

       9,473 

   Concórdia Ltd.

       6,609 

              - 

   Sadia Uruguay S.A.

       3,773 

       4,612 

   Excelsior Alimentos S.A.

       2,010 

              - 

   Sadia International Ltd.

            82 

   139,735 

   Avícola Industrial Buriti Alegre Ltda. - Goiaves

               - 

       2,524 

 

 

 

 

1,518,922 

1,504,070 

 

 

 

Cost of goods sold

 

 

   Big Foods Ind. Prod. Alimentícios Ltda.

 (50,345)

(35,466)

   Avícola Industrial Buriti Alegre Ltda. - Goiaves

              - 

(10,064)

 

 

 

 

 (50,345)

(45,530)

 

 

 

 

 

 



30


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




 

Income statement

 

 

 

 

June 30, 2009 

June 30, 2008 

Net financial result

 

 

   Wellax Food Logistics C. P. A. S. U. Lda.

   683,073 

   170,739 

   Sadia International Ltd.

          464 

          154 

   Sadia GmbH

     (508)

            - 

 

 

 

 

 683,029 

170,893 



11

Investments


 

 

 

 

 

Investment Balances

Investments

Ownership 

Shareholders’ Equity 

Net income (loss) in the period 

Equity

result 

June 30, 2009 

March 31, 2009 

 

 

 

 

 

 

 

Sadia International Ltd.

100.00%

105,900 

         (38)

  (20,716)

105,900 

123,327 

Concórdia Holding Financeira S.A.

100.00%

  84,103 

108,408 

109,092 

  84,103 

  81,480 

Big Foods Ind. de Prod. Alimentícios Ltda.

100.00%

  45,778 

    5,902 

    5,902 

  45,778 

  43,342 

K&S Alimentos S.A.

  49.00%

  26,083 

       (238)

       (116)

  12,781 

  12,780 

Excelsior Alimentos S.A.

  46.01%

    7,295 

       224 

         (12)

    3,357 

    3,549 

Baumhardt Comércio e Participações Ltda.

  73.94%

    1,149 

         45 

         33 

       850 

       927 

Sadia Industrial Ltda.

100.00%

       356 

          (6)

           (5)

       358 

       355 

Sadia GmbH

100.00%

(136,419)

(427,739)

(446,848)

           - 

231,898 

Rezende Marketing e Comun. Ltda.

  99.91%

         (31)

           (1)

           (1)

           - 

           - 

Sadia Overseas Ltd.

100.00%

    (1,723)

         (15)

       324 

           - 

           - 

Total in subsidiaries

 

 

 

(352,347)

253,127 

497,658 

Other investments

 

 

 

          - 

         57 

         57 

Total investments of the Parent Company

 

 

 

(352,347)

253,184 

497,715 

Other investments of  subsidiaries/affiliates

 

 

 

           - 

    1,878 

    2,347 

Investments eliminated on consolidation

 

 

 

352,790 

(240,346)

(484,878)

Total consolidated investments

 

 

 

       443 

  14,716 

  15,184 




31


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




Changes in the investments:


 

Balances as of March 31, 2009 

Acquisition 

Equity

valuation adjustment 

Unsecured Liabilities 

Shareholding

result 

Balances as

of June 30,

2009 

 

 

 

 

 

 

 

Sadia International Ltd.

123,327 

       - 

           - 

           - 

  (17,427)

105,900 

Concórdia Holding Financeira S.A.

  81,480 

       - 

           - 

(105,553)

108,176 

  84,103 

Big Foods Ind. de Prod. Alimentícios Ltda.

  43,342 

       - 

           - 

           - 

    2,436 

  45,778 

K&S Alimentos S.A.

  12,780 

       - 

           - 

           - 

           1 

  12,781 

Excelsior Alimentos S.A.

    3,549 

       - 

           - 

           - 

       (192)

    3,357 

Baumhardt Comércio e Participações Ltda.

       927 

       - 

           - 

           - 

         (77)

       850 

Sadia Industrial Ltda.

       355 

       - 

           - 

           - 

           3 

       358 

Sadia GmbH

231,898 

(9,681)

136,114 

           - 

(358,331)

           - 

 

 

 

 

 

 

 

 

497,658 

(9,681)

136,114 

(105,553)

(265,411)

253,127 


As of June 30, 2009 the subsidiary Sadia GmbH had shareholders deficit in the amount of R$136,114, which is being recorded in the “Other accounts payable” in the non-current liabilities of the parent company.



12

Property, plant and equipment


 

 

Parent company

 

 

Cost 

Depreciation 

Carrying amount

 

Annual

Average 

June, 30

2009 

June, 30

2009 

June, 30

2009 

March, 31

2009 

 

 

 

 

 

 

Lands

   122,262 

             - 

   122,262 

   119,505 

Buildings

  4%

1,745,841 

   (466,587)

1,279,254 

1,164,541 

Machinery and equipment

15%

2,143,694 

   (853,869)

1,289,825 

1,206,899 

Installations

10%

   747,770 

   (241,109)

   506,661 

   470,715 

Vehicles

20%

       4,691 

      (3,700)

          991 

       2,248 

Construction in progress

   451,631 

             - 

   451,631 

   726,491 

Breeding stock

   741,113 

   (520,816)

   220,297 

   207,803 

Forestation and reforestation

     50,446 

       (5,353)

     45,093 

     43,706 

Advances to suppliers

       2,128 

              - 

       2,128 

       4,389 

Other

             - 

              - 

             - 

            45 

 

 

6,009,576 

(2,091,434)

3,918,142 

3,946,342 





32


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)






 

 

Consolidated

 

Annual 

Cost 

Depreciation 

Carrying amount

 

Average 

June, 30 2009 

June, 30 2009 

June, 30 2009 

March, 31 2009 

 

 

 

 

 

 

Lands

   123,071 

               - 

  123,071 

   120,314 

Buildings

4%

1,758,241 

    (472,563)

1,285,678 

1,171,251 

Machinery and equipment

15%

2,178,947 

    (869,317)

1,309,630 

1,225,610 

Installations

10%

   922,366 

    (251,208)

   671,158 

   636,202 

Vehicles and plane

15%

     13,456 

        (6,499)

       6,957 

       9,063 

Construction in progress

   475,654 

               - 

   475,654 

  762,977 

Breeding stock

   742,265 

    (520,816)

   221,449 

  208,955 

Forestation and reforestation

     50,446 

        (5,353)

     45,093 

    43,706 

Advances to suppliers

     37,446 

              - 

     37,446 

    38,586 

Other

       2,903 

       (1,462)

       1,441 

      1,543 

 

 

6,304,795 

(2,127,218)

4,177,577 

4,218,207 


We present the changes in the cost of property, plant and equipment below:

 

 

Consolidated

 

March, 31

2009 

Acquisitions 

Disposal 

Transfers 

June, 30

2009 

 

 

 

 

 

 

Lands

   120,314 

           - 

       (18)

    2,775 

  123,071 

Buildings

1,625,288 

    6,126 

(26,011)

152,838 

1,758,241 

Machinery and equipment

2,053,705 

    5,611 

  (7,101)

126,732 

2,178,947 

Installations

   875,214 

    4,660 

(12,684)

  55,176 

  922,366 

Vehicles and plane

     16,159 

       131 

  (2,834)

           - 

    13,456 

Construction in progress

   762,977 

  54,196 

  (2,335)

(339,184)

  475,654 

Breeding stock

   689,498 

  52,767 

         - 

           - 

  742,265 

Forestation and reforestation

     48,900 

         71 

     (188)

    1,663 

    50,446 

Advances to suppliers

     38,586 

    3,249 

  (4,389)

           - 

    37,446 

Other

       2,959 

         (38)

       (18)

           - 

      2,903 

 

 

 

 

 

 

Total cost of acquisition

6,233,600 

126,773 

(55,578)

            - 

6,304,795 


a.

The construction in progress is mainly represented by projects related to the expansion and modernization of industrial units, mainly Lucas do Rio Verde and Vitória de Santo Antão units.


b.

In accordance with CVM Deliberation 193/96 the interest incurred in the period arising from financing of projects for modernization and expansion of the industrial units has been recorded in the respective costs of the construction in progress in the amount of R$31,293 (R$32,429 in the same period of 2008).



33



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)

 



13

Deferred charges


 

 

 

Parent company

 

 

 

 

 

 

 

 

 

Cost 

Amortization 

Carrying amount

 

 

Rate 

June

30, 2009 

June

30, 2009 

June

30, 2009 

March

31, 2009 

 

 

 

 

 

 

 

 

Reorganization expenses

20%

   78,653 

(12,751)

65,902 

68,874 

 

Pre operational costs

20%

28,797 

(18,972)

9,825 

10,970 

 

 

 

 

 

 

 

 

 

 

107,450

(31,723)

75,727

79,844



 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

Cost 

Amortization 

Carrying amount

 

 

Rate 

June

30, 2009 

June

30, 2009 

June

30, 2009 

March

31, 2009 

 

 

 

 

 

 

 

 

Reorganization expenses

20%

102,682 

(20,792)

81,890 

109,564 

 

Pre operational costs

20%

28,797 

(18,972)

  9,825 

10,970 

 

 

 

 

 

 

 

 

 

 

131,479

(39,764)

91,715

120,534


The reorganization expenses refer to the implementation of the shared service center in the city of Curitiba and the preoperating expenses refer basically to expenses incurred with the Lucas do Rio Verde Project – MT, Rússia and Vitória do Santo Antão.


34



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




14

Intangible asset


 

 

 

Parent company

 

 

 

Cost

Amortization

Carrying amount

 

 

Rate 

June

30, 2009 

June

30, 2009 

June

30, 2009 

March

31, 2009 

 

 

 

 

 

 

 

 

Goodwill

  98,083 

(22,571)

  75,512 

  75,512 

 

Software

20%

125,267 

(67,763)

 57,504 

 58,627 

 

 

 

 

 

 

 

 

 

 

223,350

(90,334)

133,016

134,139


 

 

 

Consolidated

 

 

 

Cost 

Amortization

Carrying amount

 

 

Rate 

June

30, 2009 

June

30, 2009 

June

30, 2009 

March

31, 2009 

 

 

 

 

 

 

 

 

Goodwill

  98,083 

(22,571)

  75,512 

  75,512 

 

Software

20%

126,951 

(68,362)

  58,589 

  59,682 

 

 

 

 

 

 

 

 

 

 

225,034

(90,933)

134,101

135,194


Below we present the consolidated change in the cost of acquisition of the intangible assets:


 

 

Consolidated

 

 

 

 

 

 

 

 

Residual value
in 03/31/2009 

Acquisition 

Disposal 

Residual value
in 06/30/2009 

 

 

 

 

 

 

 

Goodwill

  98,083 

       - 

  - 

98,083 

 

Software

123,108 

4,882 

(1,039)

126,951 

 

 

 

 

 

 

 

 

221,191

4,882

(1,039)

225,034


At June 30, 2009 and March 31, 2009, the net balance of goodwill on the acquisition of investments is composed of:


 

Avícola Industrial Buriti Alegre Ltda. – Goiaves

35,311 

 

Big Foods Indústria de Produtos Alimentícios Ltda.

24,096 

 

Empresa Matogrossense de Alimentos Ltda.

  8,054 

 

Excelsior Alimentos S.A.

8,051

 

 

 

 

 

75,512

35


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




This goodwill was based on expectations of future profitability, supported by appraisal reports prepared by a specialized consulting company, after allocation in the identified assets. The book amortization of the balance of goodwill has not being performed as from January 1, 2009, and it is being submitted to the recoverability test in conformity with Accounting Pronouncements Committee - CPC 01 - Decrease to Recoverable Value of Assets.



15

Loans and financing - Short-term


 

 

Parent company

Consolidated

 

 

June 30, 2009 

March 31, 2009 

June 30, 2009 

March 31, 2009 

 

Short-term

 

 

 

 

 

Foreign currency

 

 

 

 

 

Advances on export contracts - ACC, with interest rates of 6.87% p.a., guaranteed by promissory notes or sureties

2,247,058 

2,130,061 

2,247,058 

2,130,061 

 

 

 

 

 

 

 

Advanced collection relating to the receivables sold, with no interest

             - 

            - 

     19,873 

    30,817 

 

 

 

 

 

 

 

Financing for investments in Russia, to be made in property, plant and equipment, with interest of 11.4% p.a., guaranteed by surety according to the investment interest

(60% for Sadia and 40% for the partner)

             - 

            - 

       1,871 

      3,268 

 

 

 

 

 

 

 

Others

             - 

             - 

          319 

         330 

 

 

2,247,058 

2,130,061 

2,269,121 

2,164,476 

 

Local currency

 

 

 

 

 

Rural credit lines with interest of 6.75% p.a. for the finance of the production of the integration system in the swine and poultry farming.

   237,771 

   264,491 

   237,771 

  264,491 

           
 

Working capital loans subjected to the variation of 125% do CDI, free of guarantees.

    46,561 

    96,821 

     46,561 

    96,821 

 

 

 

 

 

 

 

Other financings with interest of 1.19%p.a.

             - 

             - 

      1,426 

          858 

 

 

   284,332 

   361,312 

   285,758 

   362,170 

 

 

2,531,390 

2,491,373 

2,554,879

2,526,646 

 

At June 30, 2009 the weighted average interest in short-term loans was 7.81% p.a. (8.50% p.a. at March 31, 2009).

 


36


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




 

Parent company

Consolidated

 

June 30, 2009

March 31, 2009 

June 30, 2009 

March 31, 2009 

Short-term portion of the long-term debt

 

 

 

Foreign currency

 

 

 

 

Export financing composed of prepayment in amount of R$20,360, of which R$840 is subject to LIBOR variation for 6-month deposits (1,90% in June 2009) and interest of 1.75% p.a. and an amount of R$19,520 subject to LIBOR variation for 3-month deposits (0.96% in June 2009) and interest of 4.31% p.a. and a line focused on the incentive for foreign trade activities in the amount of  R$306,101, subject to LIBOR (average of 1.97% in June 2009) and interest of 1.52% p.a. , guaranteed by promissory notes or sureties.

   20,360 

   116,640 

   326,461 

   259,885 

 

 

 

 

 

BNDES (National Bank for Economic and Social Development), for investments and exports credit lines, composed as follows: FINEM in the amount of R$31,865 subject to the weighted average of exchange variation of currencies traded by BNDES - UMBNDES and fixed interest of 2.29% p.a., guaranteed by mortgage bonds and real estate mortgage and “BNDES Exim - pre shipment” in the amount of R$4.914 subject to fixed interests of 8.69% p.a., guaranteed by promissory notes.

     36,779 

     36,357 

     36,779 

     36,357 

 

 

 

 

 

International Finance Corporation - IFC, to investments in fixed assets, subject to interests off 11.4% p a, guaranteed by immobile mortgages.

             - 

               - 

     11,302 

             - 

 

 

 

 

 

The raising of funds on the international capitals market through the issuing of bonds with interest of 6.88% per annum and the principal to be paid in one lump sum in 2017, guaranteed by inventories and financial assets pledges.

              - 

               - 

        3,354 

     13,927 

 

     57,139 

   152,997 

    377,896 

   310,169 

Local currency

 

 

 

 

Export credit note - NCE, an improved credit line for exports, payable in 2009 and 2010, where: R$1,223,269 subject to variation of 115,83% of the CDI (interbank deposit certificate) p.a. and R$35,471 subject to variation of TR with interest of 11.11% p.a., guaranteed by equipment pledge and mortgage bonds

1,258,740 

1,234,341 

1,258,740 

1,234,341 

 

 

 

 

 

BNDES (National Bank for Economic and Social Development), credit lines for investments and exports, composed as follows: FINAME in the amount of R$588 subject to the Long-Term Interest Rate -TJLP (6.25% p.a. in June 2009) and interest of 2% p.a., FINEM in the amount of R$203,855 subject to TJLP and interest of 3.07% p.a., guaranteed by mortgage bonds and real estate mortgages and “BNDES Exim - pre shipment” in the amount of R$18,415 subject to TJLP and interest of 2.64% p.a., guaranteed by promissory notes.

222,557 

192,125 

222,858 

192,426 

37


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




 

Parent company

Consolidated

PESA - Special Aid for Agribusiness payable in installments, subject to IGPM variation and annual interest of 9.89%, guaranteed by sureties

3,356 

1,705 

3,356 

1,705 

 

 

 

 

 

Fundo Constitucional de Financiamento do Nordeste - FNE, payable from 2009 to 2021 subject to interests of 10% p.a, guaranteed  by equipment pledge and mortgage bonds.

2,157 

2,157 

 

 

 

 

 

Others subject to interest rate from 1% to 12% p.a.

5,230 

6,879 

5,230 

6,879 

 

1,492,040 

1,435,050 

1,492,341 

1,435,351 

Short-term portion of long-term debt

1,549,179 

1,588,047 

1,870,237 

1,745,520 

Total short-term

4,080,569 

4,079,420 

4,425,116 

4,272,166 



16

Loans and financing - Long-term


 

Parent company

 

Consolidated

 

 

 

 

 

 

June 30, 2009 

March 31, 2009 

June 30, 2009 

March 31, 2009 

Foreign currency

 

 

 

 

Export financing composed of prepayment, payable in amount of R$196,004 in instalments up to 2013, in which R$78,904 subject to LIBOR variation for 6-month deposits (1.90% in June 2009) plus annual interest of 1.75% p.a. and R$117,100 subject to LIBOR variation for 3-month deposits (0.96% in June 2009) plus annual interest of 4.31% p.a., and a line focused on the incentive for foreign trade in amount of R$1,432,174,  subject to LIBOR of 1.97% plus interest of 1.52% p.a., guaranteed by promissory notes or sureties

   196,004 

   325,008 

1,628,178 

1,943,035 

 

 

 

 

 

The raising of funds on the international capitals market through the issuing of bonds with interest of 6.88% per annum and the principal to be paid in one lump sum in 2017, guaranteed financial assets pledges

491,254 

588,267 

 

 

 

 

 

BNDES (National Bank for Economic and Social Development), payable from 2009 to 2019 composed as follows: FINEM in the amount of R$207,007 subject to the weighted average of the exchange variation of currencies traded by BNDES - UMBNDES and fixed interest of 2.29% p.a. guaranteed by mortgage bonds and real estate mortgages and “BNDES Exim - pre shipment” in the amount of R$9,793 subject to the weighted average of the exchange variation of currencies and fixed interest of 8.69% p.a., guaranteed by promissory notes.

   216,800 

   265,813 

   216,800 


   265,813 

 

 

 

 

 

IFC (International Finance Corporation) for investments in property, plant and equipment, subject to interest at the rate of 11.4% p.a., guaranteed by real estate mortgages

              - 

             - 

124,326 

138,517 

 

412,804 

590,821 

2,460,558 

2,928,317 


38


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




 

Parent company

 

Consolidated

 

June 30, 2009 

March 31, 2009 

June 30, 2009 

March 31, 2009 

Local currency

 

 

 

 

Export credit note - NCE, an improved credit line for exports, payable in 2009 and 2011, in which R$1,223,269 is subject to variation of 115,83% of the CDI (interbank deposit certificate) p.a., R$ 35,471 is subject to interest of 11.11% p.a and R$ 210,000 subject to interest of 11.25% p.a, guaranteed by real estate mortgages and financial assets pledge in the amount of R$758 million.

1,468,740 

1,234,341 

1,468,740 

1,234,341 

 

 

 

 

 

BNDES (National Bank for Economic and Social Development), credit lines for investments and exports, payable from 2009 to 2015, composed as follows: FINAME in the amount of R$1,151 subject to the Long-Term Interest Rate -TJLP (6.25% p.a. in June 2009) and interest of 2% p.a.,  FINEM in the amount of R$1,077,035 subject to TJLP and interest of 3.07% p.a., guaranteed by mortgage bonds and real estate mortgages and BNDES Exim pre shipment special in the amount of R$36,703 subject to TJLP and interest of 2.64% p.a., guaranteed by promissory notes

1,114,540 

1,150,033 

1,114,889 

1,150,458 

 

 

 

 

 

Fundo Constitucional de Financiamento do Nordeste - FNE, payable from 2009 to 2021 subject to interests of 10% p.a, guaranteed  by equipment pledge and mortgage bonds.

   164,045 

             - 

  164,045 

               - 

 

 

 

 

 

PESA - Special Sanitation Program of the Agroindustry to be paid in installments from 2009 to 2020, subject to the variation of the IGPM (General Market Price Index) and interest of 9.89% p.a., guaranteed by endorsement and public debt securities (CTN)

   156,720 

   156,564 

   156,720 

   156,564 

Others subject to interest rate from 1% to 12% p.a.

       8,582 

     10,294 

       8,852 

     10,706 

 

 

 

 

 

 

 2,912,627 

2,551,232 

2,913,246 

2,552,069 

 

 

 

 

 

 

3,325,431 

3,142,053 

5,373,804 

5,480,386 

 

 

 

 

 

Short-term portion of long-term debt

(1,549,179)

(1,588,047)

(1,870,237)

(1,745,520)

Total long-term

1,776,252

1,554,006

3,503,567

3,734,866


The noncurrent portions of financings at June 30, 2009 mature as follows:

 

 

Parent company 

Consolidated 

 

Maturity

 

 

 

2010

   261,575 

   482,385 

 

2011

   397,653 

   824,004 

 

2012

   398,258 

   601,204 

 

2013

   232,447 

   491,178 

 

2014 onwards

486,319 

1,104,796 

 

 

 

 

 

 

1,776,252

3,503,567

39


Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




17

Commitments and contingencies


Commitments


The Company has leasing agreements for industrial units that expire over the next three years.  These leasing are subject to renewal for 1 more year and do not require any penalty if the Company does not renew them. The Company does not pay execution costs, such as maintenance and insurance.  The rental expenses totaled R$55,612 in June 30, 2009 (R$82,953 in the same period of 2008).


The table below shows the future payments related to the leasing agreement at June 30, 2009:


 

2009

  55,612 

 

2010

111,224 

 

2011

111,224 

 

2012

111,224 

 

 

 

 

Total

389,284 


In addition the Company signed purchase agreements for production purposes (packaging) in the approximate amount of R$101 million on June 30, 2009, payable until 2012.


Contingencies


The Company and its subsidiaries have several on going claims of a labor, civil and tax nature, resulting from its normal business activities. The respective provisions for contingencies were constituted based on the opinion of the Company’s legal counsel, which considered that unfavourable outcomes are likely.


Based on management estimates, the provision for contingencies provided for, net of the respective legal deposits, established by CVM Deliberation 489/05, as presented below, is sufficient to cover possible losses with legal proceedings.




40



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




 

Parent company

Consolidated

 

 

 

 

 

 

June 30, 2009 

March 31, 2009 

June 30, 2009 

March 31, 2009 

 

 

 

 

 

Tax proceedings

40,627 

35,988 

55,574 

51,091 

Labor proceedings

30,932 

28,926 

31,863 

29,797 

Civil proceedings

11,329 

11,104 

11,332 

11,105 

 

 

 

 

 

Provision for contingencies

82,888 

76,018 

98,769 

91,993 

 

 

 

 

 

Related legal deposits

(26,742)

(22,200)

(39,004)

(34,461)

 

 

 

 

 

Provision for contingencies - Net

56,146 

53,818 

59,765 

57,532 


The changes in the provision for contingencies are presented as follows:


 

Consolidated

 

Balances at 03/31/2009 

Additions 

Disposals 

Monetary updates 

Balances at 06/30/2009 

 

 

 

 

 

 

Tax proceedings

51,091 

4,211 

   (174)

446 

55,574 

Labor proceedings

29,797 

2,084 

     (18)

    - 

31,863 

Civil proceedings

11,105 

1,609 

(1,721)

339 

11,332 

 

 

 

 

 

 

Provision for contingencies

91,993 

7,904 

(1,913)

785 

98,769 

 

 

 

 

 

 

Related legal deposits

( 34,461)

(4,543)

         - 

   - 

(39,004)

 

 

 

 

 

 

Provision for contingencies – Net

57,532 

3,361 

(1,913)

785 

59,765 


Tax litigation


The main tax contingencies involve the following cases:


a.

Income and social contribution taxes on net income


Provision for income and social contribution taxes on net income amounting to R$28,444, of which R$9,864 recorded on the acquisition of the subsidiary Granja Rezende (incorporated in 2002), R$9,017 of income tax and R$3,246 on contribution taxes of Concórdia S.A. CVMCC, R$4,485 on withholding income tax on investments of Granja Rezende and
R$1,832 for other provisions.


41



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




b.

Value - Added tax on sales and services - ICMS


The Company is a defendant in several administrative cases involving ICMS, mainly in the States of São Paulo, Rio de Janeiro and Paraná, totalling a probable contingency estimated at R$12,022.


c.

Other tax contingencies


Several cases related to payment of Social security contribution, PIS (Social Integration Program Tax), Import Duty and others totalling a provision of R$15,108.


The Company has other contingencies of a tax nature in the amount of R$1,374,568 in June 30, 2009, which was evaluated as representing a possible loss by the legal advisors and by Company management, therefore, no provision has been recorded.  These contingencies refers mainly to questions raised regarding ICMS credits in the amount of R$776,173, IPI Credit premium, in the amount of R$274,504, payment of social security contributions, in the amount of R$129,187 and others in the amount of R$204,274.


Civil litigation


Represents mainly proceedings involving claims for indemnification for losses and damages, including pain and suffering, arising from work-related accidents and consumer relations.


The Company has other contingencies of a civil nature with a claimed amount of R$57,943, which were assessed as possible losses by the legal advisors and by Management and, therefore, no provision was recorded.


The Company, as well as certain directors and officers, were appointed as defendants in five collective lawsuits brought by investors in American Depositary Receipts (ADR) issued by the Company, acquired between April 30, 2008 and September 26, 2008 (Class Period). These lawsuits were filed in the court of the Southern District of New York, in the United States of America, and are seeking remediation in accordance with the rule of the Securities Exchange Act of 1934, arising from the losses with the exchange derivative contracts during the class period. By order of the American court, the five lawsuits were consolidated into one single class action on behalf of the group of investors of Sadia. At the current stage of the proceedings it is not possible to determine the probability of an eventual loss and the amounts involved and, therefore, no provision was recorded.



42



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




Labor claims


The company is involved in approximately 4,451 labor claims. These labor lawsuits refer mainly to claims for overtime, and health exposure and hazard claims, none of which involve a significant amount on an individual basis. The total amount involved is R$77,981, for which the provision in the amount of R$31,863 was recorded based on historical information, representing the best estimate for probable losses.


Court deposits


The Company, as appropriate, performs legal deposits not related to provisions for contingencies, which balance as of June 30, 2009 was R$35,469 (R$39,560 on March 31, 2009).


Guarantees


a.

The Company provides guarantees to loans obtained by certain out growers located in the central region of the country as part of a special development program for that region. Such loans are used to improve the out growers farms installations and will be repaid in 10 years, where the Company obtain from the out growers their farms and installations as a collateral for such guarantees provided. The amount for such guarantees provided as of June 30, 2009 amounted R$539,255 (R$589,637 in March 31, 2009).


b.

The Company is a guarantor for a loan taken out by Instituto Sadia de Sustentabilidade from the National Bank for Economic and Social Development (BNDES). The object of this loan is to set up biodigesters on the properties of the rural producers that are taking part in the Sadia integration system, within the ambit of the Sadia sustainable pig breeding program, seeking a mechanism for clean development and reduction in emission of carbon gases.  The total amount of these guarantees at June 30, 2009 was R$81,956 (R$80,789 on March 31, 2009).


c.

The Company offered a lien on the industrial property it owns in the city of Concórdia, state of Santa Catarina, as a guarantee to a notice of collection from the Federal Revenue Service questioning the compensation in prior years of R$ 74 million in IPI premium credit against other federal taxes, which the right was given to the Company (a right recognized by the final and unappealable decision). Management and its legal advisors deem this charge to be misplaced and to prevent this dispute from prejudicing the Company’s image and rights, a



43



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




writ of mandamus was filed under which an injunction was obtained staying this notice of collection.



18

Shareholders’ equity


a.

Capital


Subscribed and paid-in capital is represented by the following shares with no par value as of June 30, 2009:


 

Common shares

257,000,000 

 

Preferred shares

426,000,000 

 

 

 

 

Total shares

683,000,000 

 

 

 

 

Preferred shares in treasury

(10,049,288)

 

 

 

 

Total outstanding shares

 672,950,712


b.

Treasury stock


As of June 30, 2009 the Company held treasury stock, for future sale and/or cancellation, 4,700,000 ordinary shares and 5,349,288 preferred shares, at an average acquisition cost of R$97,064. The market value as of June 30, 2009 was R$48,117.


c.

Market value


The market value of Sadia S.A. shares according to the average quotation of shares traded on the São Paulo Stock Exchange - BOVESPA, corresponded to R$4.82 per thousand of ordinary shares and R$4.76 per thousand of preferred shares at June 30, 2009 (R$4.76 per thousand of ordinary shares and R$3.14 per thousand of preferred shares at March 31, 2009). Net equity on that date was R$0.68 per thousand shares (R$0.07 at March 31, 2009).



44



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




19

Stock option plan


The Company has a granting plan of option of purchase of shares, which contemplates nominative ordinary and preferred shares issued by the Company, available in treasury. The plan is managed by a Management Committee, composed of the Chief Executive Officer and the Human Resources Committee of the Board of Directors.


The price for exercising the purchase options does not include any discount and will be based on the average value of the quotation for the share in the last three days of trading on the São Paulo Stock Exchange prior to the grant date, updated by the accumulated National Consumer Price Index (INPC) between the grant date of exercising the option. The vesting period, during which the participant cannot exercise his/her right to purchase the shares, will be three years as from the option granting date. The participant will be able to fully or partially exercise his/her purchase rights after the vesting period within a maximum period of 2 years, and only after this period has expired will he/she lose the right to the options not exercised.


The composition of the options granted is presented as follows:


 

Date

Quantity

Price of shares of Shares

 

 

 

 

 

 

 

 

 

Cycle

Grant 

Start 

Final 

 

Granted options 

Outstanding options 

Grant date 

Update - INPC 

 

 

 

 

 

 

 

 

 

2005

06/24/05 

06/24/08 

06/24/10 

 

2,200,000 

1,090,000 

4.55 

5.47 

2006

09/26/06 

09/26/09 

09/26/11 

 

3,520,000 

2,000,000 

5.68 

6.63 

2007

09/27/07 

09/27/10 

09/27/12 

 

5,000,000 

3,725,000 

10.03 

11.16 


 

June

30, 2009 

March

31, 2009 

 

 

 

Balances in the beginning of the period

7,530,000 

9,275,000 

 

 

 

   Cancelled options - Cycle 2005

(400,000)

   Cancelled options - Cycle 2006

(325,000)

(665,000)

   Cancelled options - Cycle 2007

(390,000)

(680,000)

 

 

 

Balances in the end of the period

6,815,000 

7,530,000 


In accordance with Accounting Pronouncements Committee - CPC 10 - Share based Payment, on June 30, 2009 and March 31, 2009 the Company recognized under stock option plan the fair value in the amount of R$8,118 and R$5,311, respectively. The cost of compensation was recognized in the results for the period, under administrative expenses, totalling in June 30, 2009 a reversion of expenses of R$51.


45



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)


 


The fair value of the share options was estimated based on the following assumptions:


 

June 30, 2009

March 31, 2009

     

Expectations of term of life of the option

5 years

5 years

Interest rate free of risk 9.04% 9.83%
Volatility 77.79 76.05
Expected dividends on the shares 3.0% 3.0%
Expectations of accumulated average inflation 27.04% 29.83%
Weighted average of the fair value R$1.40 R$0.71


Pricing model - The Company uses Black-Scholes as a pricing model for options for calculation of the fair value.  


Expectation of term - The term of life of the option expected by the Company represents the period in which it believes that the options will be exercised and was determined under the assumption that the beneficiaries will exercise their options at the limit of the term.


Interest rate free of risk - For the interest rate free of risk the Company uses the projected average SELIC rate furnished by the Central Bank of Brazil (BACEN), weighted by the number of months from the base date of the interim financial statements until the maturity of the options.


Volatility - The estimated volatility takes into consideration past trading and the implicit volatility of its preferred shares in the determination of the estimated volatility factor.


Expected dividends - The percentage of dividends used was obtained based on the average payment of dividends per share with respect to the market value of the shares for the last three years.


Expectations of inflation - The expectations for inflation are determined based on the projections of the National Consumer Price Index (INPC) provided by the Central Bank of Brazil (BACEN), accumulated from the date of the grant until the estimated expiration of the option.




46



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




The Company has treasury shares entailed to the plan for granting share purchase options, sufficient to cover the future exercises of the options granted.



20

Employees’ profit sharing


The Company grants its employees a profit sharing plan, which depends on attaining specific targets, established and agreed to at the beginning of each year.  This plan has been approved by Board of Directors of the Company and it has been registered by a formal agreement with the unions.



21

Financial result


 

Parent company

Consolidated

 

 

 

 

 

 

 

June

30, 2009 

June

30, 2008 

 

June

30, 2009 

June

30, 2008 

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

Interest

    (298,561)

(119,842)

 

(285,106)

(115,830)

Loss on investment funds

      (10,831)

          - 

 

  (52,329)

           - 

Loss on the share sale

     (67,112)

          - 

 

          - 

          - 

Monetary variations - Liabilities

       (3,002)

  (10,598)

 

    (3,002)

  (10,598)

Exchange variations - Liabilities

1,102,927 

257,069 

 

547,218 

252,834 

Exchange variations on foreign investments

             - 

          - 

 

  (42,305)

  (76,214)

Other

(13,722)

(10,903)

 

(16,816)

(17,149)

 

 

 

 

 

 

 

709,699

115,726

147,660

33,043

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial income

 

 

 

 

 

Interest

      43,172 

  (14,359)

 

  45,085 

  31,995 

Gains on share sale

              - 

          - 

 

130,673 

           - 

Exchange variations - Assets

         1,861 

     2,667 

 

    1,843 

    2,668 

Monetary variations - Assets

      (43,277)

  (36,984)

 

  24,963 

  (83,136)

Gains on derivatives instruments

              - 

    1,169 

 

           - 

  72,060 

Other

17,137 

20,965 

 

(3,761)

40,012 

 

 

 

 

 

 

 

18,893

(26,542)

198,803

63,599

 

 

 

 

 

 

 

728,592

89,184

346,463

96,642


47



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)





22

Income and social contribution taxes


Income before the provision for income tax (IR) and social contribution on net income (CSLL) was composed as follows:


 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

June

30, 2009 

June

30, 2008 

June

30, 2009 

June

30, 2008 

 

 

 

 

 

 

 

Local

342,675 

357,907 

828,514 

  48,984 

 

Foreign

           - 

           - 

(427,775)

338,942 

 

 

 

 

 

 

 

 

342,675

357,907

400,739

387,926


The composition of income and social contribution taxes is as follows:


 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

June

30, 2009 

June

30, 2008 

 

June

30, 2009 

June

30, 2008 

 

Local

 

 

 

 

 

 

Current

(112,596)

      (25)

 

(182,257)

  (6,321)

 

Deferred

(120,452)

23,867 

(121,515)

18,283 

 

 

 

 

 

 

 

 

 

(233,048)

23,842

(303,772)

11,962

       
 

 

Parent company 

Consolidated

 

 

 

 

 

 

 

 

 

June

30, 2009 

June

30, 2008 

 

June

30, 2009 

June

30, 2008 

 

 

 

 

 

 

 

 

Foreign

 

 

 

 

 

 

Current

      - 

 

(2,531)

  (2,022)

 

Deferred

(13)

1,919 

  4,221 

4,169 

 

 

 

 

 

 

 

 

 

(13)

1,919

1,690

2,147

 

 

 

 

 

 

 

 

 

(233,061)

25,761

(302,082)

14,109



48



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




Income and social contribution taxes were calculated at applicable rates and reconciliation with the income and social contribution tax expenses is shown below:


 

Parent company

Consolidated

 

June

30, 2009 

June

30, 2008 

June

30, 2009 

June

30, 2008 

 

 

 

 

 

Income before taxation/profit sharing

342,675 

357,907 

400,739 

387,926 

Interest on shareholders' equity

           - 

  (91,163)

           - 

  (91,163)

 

 

 

 

 

Income before income and social contribution taxes

342,675 

266,744 

400,739 

296,763 

 

 

 

 

 

Income and social contribution taxes at nominal rate - 34%

(116,510)

(90,693)

(136,251)

(100,899)

 

 

 

 

 

Adjustment to calculate the effective rate

 

 

 

 

Permanent differences

 

 

 

 

  Equity in subsidiaries earnings

(119,798)

121,238 

            - 

         - 

  Loss on financial operations

    (5,784)

          - 

     (5,784)

         - 

  Donations and subsidies for investments

    7,456 

          - 

     7,456 

          - 

  Pre operative expenses reversion

           - 

          - 

     (7,778)

          - 

  Share purchase option plan - stock option

          (17)

    (3,868)

         (17)

    (3,868)

  Exchange variation on investments abroad

            - 

          - 

  (14,384)

  (25,913)

  Results of companies abroad

          13 

          - 

(144,052)

140,683 

  Recording of deferred IR/CS in subsidiaries

            - 

          - 

          - 

    6,070 

  Others

     1,579 

       (916)

    (1,272)

    (1,964)

 

 

 

 

 

Income and social contribution taxes at effective rate

(233,061)

  25,761 

(302,082)

  14,109 


The composition of deferred income and social contribution taxes is as follows:




49



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




 

Parent company

Consolidated

 

June

30, 2009 

March

31, 2009 

June

30, 2009 

March

31, 2009 

Assets

 

 

 

 

Deferred taxes

 

 

 

 

Tax loss carryforwards and negative basis of social Contribution

594,657 

802,147 

599,154 

806,962 

Benefit plan

  43,280 

  41,750 

  43,280 

  41,750 

Provision for contingencies

  28,182 

  25,846 

  33,581 

  31,278 

Provision for realization of tax credits

  23,748 

  24,072 

  24,949 

  25,322 

Goodwill amortization

    9,012 

  10,809 

    9,012 

  10,809 

Allowance for doubtful accounts

    7,363 

    7,110 

    7,583 

    7,322 

Provision for loss on property, plant and equipment

    4,678 

    4,683 

    4,678 

    4,683 

Provision for lawyers’ fees

    3,917 

    4,444 

    3,917 

    4,444 

Employees’ profit sharing

    1,779 

           - 

    1,779 

           - 

Provision for loss in inventories

    1,712 

    3,186 

    1,712 

    3,186 

Unrealized results in inventories

            - 

         - 

       665 

    1,905 

Equity valuation adjustments

           - 

  39,232 

          - 

           - 

Others

2,150 

1,920 

6,455 

7,101 

 

 

 

 

 

Total assets deferred taxes

720,478 

965,199 

736,765 

944,762 

 

 

 

 

 

Assets short-term portion

  76,185 

  63,400 

  76,849 

  65,306 

Assets long-term portion

644,293 

901,799 

659,916 

879,456 

 

 

 

 

 

Liabilities

 

 

 

 

Deferred taxes

 

 

 

 

Depreciation on rural activities

103,683 

108,013 

103,683 

108,013 

Equity valuation adjustments

           - 

           - 

          - 

  28,015 

Unrealized gains with derivatives

           - 

    3,060 

          - 

    3,060 

Others

           - 

          - 

    2,877 

    2,919 

 

 

 

 

 

Total liabilities deferred taxes

103,683 

111,073 

106,560 

142,007 

 

 

 

 

 

Liabilities short-term portion

  10,368 

  13,861 

  12,695 

  16,780 

Liabilities long-term portion

  93,315 

  97,212 

  93,865 

125,227 


The Management considers that the deferred assets arising from temporary differences will be realized in proportion to the final solution of the contingencies and to the payment of the liabilities forecast for the employees’ benefit plans.


The deferred tax assets related to the income tax loss carryforwards and negative basis of social contribution in the amount of R$599,154, represented by R$593,699 in the parent company and



50



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




R$5,455 in the subsidiaries, the realization of these credits will be carried out through the generation of future profits in the respective companies. Based on a technical viability study prepared by Management the realization of these tax assets will be estimated in the following manner:


 

Period

Realization

% of realization

 

 

 

 

 

2009

  37,000

    6%

 

2010

  42,000

    7%

 

2011

  53,000

    9%

 

2012

  71,000

  12%

 

2013

  83,000

  14%

 

Until 2016

313,154

  52%

 

 

 

 

 

 

599,154

100%



23

Risk management and financial instruments


The Company’s operations that are exposed to market risks, mainly with respect to foreign currency variations and interests, credit risks and variations in the prices of agricultural commodities. According to the treasury policy, these risks are managed by the Risk Management area, through identification of exposures and correlations between the different risk factors, using the specific calculation method, VAR - Value at Risk and simulations of scenarios (stress test), and are permanently monitored by the Financial and Investment Committee, consisting of members of the Board of Directors, who are responsible for defining management’s strategy for administering these risks, within the parameters for exposure limits and decision making levels proposed by the Finance Committee and RI of the Board of Directors, approved by them. At June 30, 2009, due to the high volatility of financial assets and to the remaining unsuitability of the financial policy, the VAR-Value at Risk for the operational assets and liabilities and financial instruments exposed to exchange rate variations for one year with 95% confidence, amounted to R$126,282 (Information not reviewed by the independent auditors).


The objective of the treasury policy is to determine parameters for use of derivative instruments, including derivatives, in the hedging of operating and financial assets and liabilities exposed to variations in foreign exchange and interest rates and prices of commodities, as well as to establish credit limits with financial institutions.  The responsibility for compliance with this policy is the job of the Financial, Administration and Information Technology director.



51



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




            a. Exchange rate risk


The Company is exposed to market risks arising from the volatility of exchange and interest rates. The exchange and interest rate risks on loans, financings and other liabilities denominated in foreign currency are managed jointly with the financial investments also denominated in foreign currency, and by derivative financial instruments, when applicable, as well as accounts receivable in foreign currencies arising from exports, which also reduce the foreign exchange exposure as a natural hedge.


On March 27, 2009 the Board of Directors approved the new financial exchange policy, which took into consideration the projected exchange exposure for 12 months, observing the following limits:


i.

50% of the exchange exposure limited to two months net generation of cash;


ii.

VaR for one day  with 95% reliability lower than or equal to 0.5% of the lowest market value for Sadia (market cap) for a 30 day moving window;


iii.

Value resulting from the stress test for a derivative position lower than 25% of the balance of readily available funds, calculated daily by Risk Management.


The exchange exposure concept consists of the projection for 12 months of net cash generation, less the financial net debt in foreign currency, plus or less the outstanding position of exchange derivatives.  Net cash generation consists of exports, less imports and costs indexed to the exchange rate.


The control and management of exposures are carried out dynamically and updated with market quotations in real-time through a quotation system, and adjustments are made whenever necessary. In operations that involve options, the control and management of exposure takes into consideration the probability of exercise.


Within its exchange hedge strategy the Company used until June 30, 2009 exchange futures contracts (non deliverable forwards, target forwards and options, mainly in US dollars), as a way of mitigating the impacts of exchange rate variations on recognized assets and liabilities and expected transactions, under financial results and gross margin.




52



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




The results of the over the counter operations on the exchange future market, realized and not settled financially and the daily adjustments of positions of exchange futures contracts on the Futures and Commodities Exchange (BM&F) are recorded under “Amounts receivable from futures contracts” and “Amounts payable for futures contracts”, respectively.


In accordance with the Accounting Pronouncements Committee - CPC 14 - “Recognition, Valuation and Proof of Financial Instruments”, the derivative instruments were recognized in the interim financial statements at their fair value.  At June 30, 2009, there were no Financial Instruments contracts opened exposed to the foreign currency variation.


Sensibility analysis of the Company - Cash effect


In the preparation of the sensitivity analysis, management considered its exchange derivative financial instruments and its net financial debt denominated in US dollars as material risks which may impact the income of the Company. The following assumptions were adopted in the preparation of the statement on the base date of June 30, 2009 and with results projected to the end of the year:


·

The net generation of cash in US dollars (revenues less costs) was estimated by management based on the information available at June 30, 2009 and takes into consideration the Company’s gross invoicing resulting from exports made based on the US dollar and the expenses and costs also denominated in US dollars.


The actual and estimated quantitative information used in the preparation of this analysis was based on the position at June 30, 2009. The future results may differ from these estimated amounts, in case the economic scenario is different from the assumptions considered by the Company.


 

US$ thousand

 

R$ thousand

 

 

 

 

 

 

 

 

Risk 

Base 

 

Scenario 1

Probable

US$/R$ - 1.98 

Scenario 2

Possible

US$/R$ - 2.48 

Scenario 3

Remote

US$/R$ - 2.97 

Debt /invoicing

           

Exchange exposure in US$ - average strike R$/US$ - 1.95

High of US$ 

2,153,409 

 

 64,602 

 (1,141,307)

 (2,196,477)

 

 

 

 

 

 

 

Net generation of cash in US dollars estimated for 6 months - average strike – R$ 1.95

Fall

of US$ 

1,000,000 

 

 (30,000)

    530,000 

 1,020,000 

 

 

 

 

 

 

 

Net cash effect in 2009

 

 

 

 (34,602)

 (611,307)

 (1,176,477)



53



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




Scenario 1 - In conformity with market expectations for 2009, available on the site of the Central Bank of Brazil


The Company’s exposure to foreign currency variations (particularly US dollars), recorded in the quarterly information, is shown as follows:


 

 

Consolidated

 

 

 

 

 

 

June 30, 2009

 

March 31, 2009

 

 

 

 

 

 

 

 

 

Current 

Non current 

 

Current 

Non current 

 

Assets and liabilities in foreign currency

 

 

 

 

 

 

Cash and cash equivalents

   269,926 

              - 

 

1,210,627 

             - 

 

Short-term investments

     56,274 

              - 

 

   176,943 

             - 

 

Trade accounts receivable, net

   354,366 

              - 

 

   280,164 

             - 

 

Suppliers

     (64,506)

              - 

 

     (68,811)

             - 

 

Loan and financing

(2,647,017)

(2,082,662)

 

(2,474,645)

(2,618,148)

 

Future contracts – net

(88,974)

             - 

 

(1,174,138)

                  - 

 

 

 

 

 

 

 

 

 

(2,119,931)

(2,082,662)

(2,049,860)

(2,618,148)


           b. Credit risk


The Company is potentially exposed to credit risk in relation to its trade accounts receivable, long and short-term investments and derivative instruments. The Treasury Policy limits the risk associated with these financial instruments by subjecting them to the control of highly rated financial institutions with a minimum of rating of  “Investment Grade” and that operate within the limits pre-established by the risk, credit and financing committees. The criteria for maximum net exposure per financial institution (financial assets less financial liabilities) may not be greater than the lower of 10% of the financial institution’s net equity or the company’s equity.


The concentration of credit risk with respect to accounts receivable is minimized due to the spread of its client base, since the Company does not have any customer or group representing 10% or more of its consolidated revenues, as well as granting credits for customers with solid financial and operational ratios. Generally, the Company does not require a guarantee for sales, however it has contracted an insurance credit policy to its domestic receivables.






54



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




             c. Grain purchase price risks


The Company’s operations are exposed to the volatility in prices of grain (corn and soybean) used in the preparation of animal feed for its breeding stock, where the price variation results from factors beyond the control of management, such as climate, the size of the harvest, transport and storage costs and government agricultural policies, among others. The Company maintains its risk management strategy, operating preponderantly through physical control, which includes acquiring grain at fixed prices and fixing it, pegged to commodity futures contracts (grain). The Company has a Commodities Committee and Risk Management, composed by the chief executive officer and financial and operational executives, whose aim is to discuss and decide on the company’s strategies and positioning with respect to the various risk factors that impact the operating results.


The Company does not have outstanding commodities derivatives contracts at June 30, 2009.


             d. Estimated market values


The Company used the following methods and assumptions to estimate the disclosure of the fair value of its financial instruments as of June 30, 2009 and March 31, 2009:


·

Cash and cash equivalents - The book values of cash and banks recorded in the balance sheet are similar to the respective fair values.


·

Short-term financial investments - The fair value of short-term financial investments is estimated based on the market quotations of comparable contracts or discounted future cash flows - investment risk. For investments in shares the market values were obtained based on stock exchange quotations.


·

Accounts receivable and payable - The book values of accounts receivable and payable recorded in the balance sheet are similar to their respective fair values.


·

Short and long-term loans and financing - The market values of loans and financing were calculated based on their present value calculated through the future cash flows and using interest rates applicable to instruments of similar nature, terms and risks, or based on the market quotation of these securities. The market values of BNDES financing are similar to the book values, since there are no similar instruments with comparable maturities and interest rates.



55



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




The fair values were estimated on the balance sheet date, based on “relevant market information”. Changes in the assumptions and in the operations of the financial market may significantly affect these estimates.


The book values and the estimated fair values of the Company’s financial instruments as of June 30, 2009 and March 31, 2009 are presented in the table below. The fair value of a financial instrument is the amount for which the instrument could be traded between interested parties under current market conditions.


 

Consolidated

 

June 30, 2009

March 31, 2009

 

Currency

Currency

 

Local 

Foreign 

Total 

Local 

Foreign 

Total 

Assets

 

 

 

 

 

 

Cash and cash equivalents

   369,760 

  269,926 

   639,686 

   149,807 

1,210,627 

1,360,434 

Short-term investments

1,063,766 

    56,274 

1,120,040 

   668,932 

   176,943 

   845,875 

Accounts receivable from future contracts


              - 


       3,474 


       3,474 


           86 


   222,216 


   222,302 

Total current assets

1,433,526 

   329,674 

1,763,200 

   818,825 

1,609,786 

2,428,611 

 

 

 

 

 

 

 

Long-term investments

  192,333 

             - 

  192,333 

   159,945 

             - 

   159,945 

Total long-term investments

   192,333 

             - 

   192,333 

   159,945 

             - 

   159,945 

Total assets

1,625,859 

   329,674 

1,955,533 

   978,770 

1,609,786 

2,588,556 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Short-term financing

1,778,099 

2,647,017 

4,425,116 

1,797,521 

2,474,645 

4,272,166 

Accounts payables from future contracts


             - 


     92,448 


     92,448 


             - 


1,396,354 


1,396,354 

Total current liabilities

1,778,099 

2,739,465 

4,517,564 

1,797,521 

3,870,999 

5,668,520 

 

 

 

 

 

 

 

Long-term financing

1,420,905 

2,082,662 

3,503,567 

1,116,718 

2,618,148 

3,734,866 

Total non current liabilities

1,420,905 

2,082,662 

3,503,567 

1,116,718 

2,618,148 

3,734,866 

Total liabilities

3,199,004 

4,822,127 

8,021,131 

2,914,239 

6,489,147 

9,403,386 

Net financial debt

(1,573,145)

(4,492,453)

(6,065,598)

(1,935,469)

(4,879,361)

(6,814,830)


24

Insurance


The Company and its subsidiaries adopt insurance engagement policy at levels that Management considers adequate to cover risks resulting from the claims of its assets. Due to the characteristics of multilocated operations, Management engages its policies with a limit of maximum loss possible in the same event, with amounts calculated based on risk inspections and potential losses.  The policies engaged guarantee coverage against fire, general civil liability, windstorms, disorders and electric damage, as well as insurance for merchandise transport, personal and vehicle damage.  The amount currently insured guarantees the comprehensive coverage of the Company’s fixed assets.


The assumptions adopted, given their nature, are not part of the scope of an audit of interim financial statements and, accordingly, they were not revised by our independent auditors.



56



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)


 



25

Private pension plan and other benefits


a.

Defined benefit plan


The Company and its subsidiary Concórdia S.A. C.V.M.C.C. are the sponsors of a defined contribution pension plan for employees, managed by “Fundação Attílio Francisco Xavier Fontana”.


The supplementary pension benefit is defined as the difference between (i) the benefit wage (updated average of the last 12 participation salaries, limited to 80% of the last participation salary) and (ii) the amount of the pension paid by the National Institute of Social Security. The supplementary benefit is updated every year by the National Consumer Price Index - INPC.


The actuarial system is that of capitalization for supplementary retirement and pension benefits and of simple apportionment for supplementary disability compensation. The Company’s contribution is based on a fixed percentage of the payroll of active participants, as annually recommended by independent actuaries and approved by the trustees of “Fundação Attilio Francisco Xavier Fontana”.


According to the Foundation’s statutes, the sponsoring companies are jointly liable for the obligations undertaken by the Foundation on behalf of its participants and dependents.



At June 30, 2009 the Foundation had a total of 17,872 participants (18,232 on March 31, 2009), of which 12,836 were active participants (13,368 on March 31, 2009).




57



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




The contributions of the parent company, on June 30, 2009 and 2008, amounted to R$990 and R$1,047, and R$1,038 and R$1,092 in the consolidated, respectively.


b.

Other employee benefits


The Company has a human resources policy of offering the following benefits in addition to its private pension plan:


·

Payment of the fine referring to the Government Severance Indemnity Fund when the employee retires;


·

Payment of a tribute for time of service;


·

Payment of an indemnity for discharge from professional duties; and


·

Payment of an indemnity upon retirement.


These benefits are paid in one single payment at the time of retirement or termination of the employee and the amounts are calculated through an actuarial calculation and recorded in the results for the period.


c.

Defined contribution plan


As from January 1º, 2003, the Company began to adopt new supplementary pension plans under the defined contribution modality managed by an open supplementary pension entity, for all employees hired by Sadia and its subsidiaries. Under the terms of the regulations, plans are funded on an equitable basis so that the portion paid by the Company is equal to the payment made by the employee in accordance with a contribution scale based on salary bands that vary between 1.5% and 6% of the employee’s remuneration, observing a contribution limit that is updated annually. As from January 1º, 2007 these plans are only available to employees earning over R$1,800 per month. The contributions made by the Company at June 30, 2009 and 2008 totalled R$1,313 and R$1,025 respectively. As of June 30, 2009 this plan had 1,603 participants (1,680 participants as of March 31, 2009).



58



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




26

Subsequent Events


a.

Sale of equity interest


According to a public announcement released on July 5, 2009, the Company, through its subsidiary Sadia GmbH, signed an agreement for the sale of its interest of 60% in the capita of Investeast Ltd., controlling shareholder of all the stock issued by Concórdia Ltd (owner of the industrial plant located in Kaliningrad, Russia), to its partner Fomanto Investments Limited for the price of US$77,500 thousand. The consummation of this transaction is bound to the release from all the financial obligations assumed by the joint venture with IFC – International Finance Corporation and approval by the Meeting of Shareholders of Sadia.


b.

Partnership Agreement


On July 8, 2009, during an Extraordinary General Meeting, the shareholders of BRF - Brasil Foods S.A. approved the takeover of all the 226,395,405 shares issued by HFF Participações S.A. (former parent company of Sadia S.A.) based on their economic value in the amount of R$1,482,889,902.75, through an exchange relation of 37,637,557 new nominative common shares, without certificate and with no par value, issued by BRF, at the issue price of R$39.40 per share, with Sadia henceforth becoming a subsidiary of BRF.

 

At an Extraordinary General Meeting held on July 8, 2009 the participants approved the sale of equity interest in Concórdia Holding Financeira, parent company of Concórdia Banco S.A. and of Concórdia S.A. Corretora de Valores Mobiliários, Câmbio e Commodities, through an exchange for 1,991,211 common shares issued by BRF – Brasil Foods S.A. (“BRF”) with the granting of a repurchase option of two equal lots of these shares, within 180 and 360 days after the option contracting date.

 

At an extraordinary meeting of the Board of Directors of Sadia held on July 8, 2009, the Board decided to submit to the examination and approval of the shareholders at an Extraordinary General Meeting, called on August 18, 2009, the following subject matters; i) sale of equity interest in Investeast Limited, ii) examination, discussion and approval of the Protocol and Justification of Takeover of Shares Issued by the Company by BRF - Brasil Foods S.A.; and iii) approval of the appraisal report containing the calculation of the ratios of substitution of shares of the non-controlling shareholders of the Company, by shares of BRF - Brasil Foods.


59



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




 

Certain loan and financing contracts of the Company have acceleration clauses in case of change in control, whereas the events mentioned activate said contracts and accelerate the maturities of the respective debts. The Company obtained 100% of waivers from the financial institutions, maintaining the original maturities of these loans and financings.

 

On July 27, 2009 the Company received as advance for future capital increase from its parent company BRF - Brasil Foods S.A. the amount of R$950 million. These funds were used in the settlement of Export Credit Notes – NCE, with short-term maturity, in the amount of R$930 million.


Continuing with the partnership process on July 7, 2009 the Economic Defense Administration Council – CADE and the companies Perdigão and Sadia signed the Agreement for Preservation of Reversibility of the Operation (APRO) between the two companies. Said agreement did not suspended the transaction, but aimed to ensure that the corporate steps for the Association are made still ensuring  the reversibility of the operation until the final decision to be handed down by CADE, preserving the maintenance of competition during the evaluation of the competitive effects of the operation. After the evaluation of the Secretariat of Economic Assessment (SEAE) Secretariat of the Economic Defense (SDE), CADE will assess the impacts of the association on the competition to the consumers. Should CADE understands that the association limits the competition to the consumers, it may impose significant restrictions to the transaction, including sale of certain subsidiaries, line of products, brands or factories.



60



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




Board of Directors



Luiz Fernando Furlan

Chairman


Cassio Casseb Lima

Member


Celso Clemente Giacometti

Member


Diva Helena Furlan

Member


Eduardo Fontana d’Avila

Member


Manoel Ferraz Whitaker Salles

Member


Marcelo Ganguçu de Almeida

Member


Martus Antonio Rodrigues Tavares

Member


Roberto Faldini

Member


Vicente Falconi Campos

Member




61



Sadia S.A.


Publicly-held Company



Notes to the interim financial information


(In thousands of Reais)




Officers


Gilberto Tomazoni

Chief Executive Officer

Alfredo Felipe da Luz Sobrinho

Institutional Relations and Legal Matters Director

Amaury Magalhães Maciel Filho

Industrial Operations Director

Antonio Paulo Lazzaretti

Guarantee of quality, R&D and sustainability Director

Eduardo Bernstein

Marketing Director

Ely David Mizrahi

National Food Service Director

Flávio Luís Fávero

Industrial Operations Technology Director

Guilhermo Henderson Larrobla

International Operations Director

Helio Rubens Mendes dos Santos Jr.

Industrial Operations Director

Hugo Frederico Gauer

International Sales Director

José Eduardo Cabral Mauro

Domestic market business Director

Jose Luis Magalhães Salazar

Financial, Administrative, Investors Relation and Information Technology Director

Nelson Ricardo Teixeira

National Sales Director

Osório Dal Bello

Agribusiness Technology Director

Ralf Piper

Human Resource Director

Ricardo Lobato Faucon

Supply Director

Ricardo Fernando T. Fernandes

Grain Purchase Director

Ronaldo Korbag Muller

Industrial Operations Director

 

 

Augusto Ribeiro Junior

Controllership Manager

Giovanni F. Lipari

Accountant - CRC 1SP201389/0-7-S-SC




62