Sadia S.A. - Provided by FIRB - Financial Investor Relations Brasil
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 November 2005

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, 365
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: Nov 21, 2005

SADIA S.A.


By:/s/ Luiz Gonzaga Murat Junior
----------------------------------
Name: Luiz Gonzaga Murat Junior
Title: Chief Financial Officer





     
 

Sadia S.A.


Interim financial information
Nine-month period ended
September 30, 2005 (Unaudited)

(A translation of the original interim financial information in Portuguese, prepared in accordance with accounting principles derived from the Brazilian Corporation Law and rules of the Brazilian Securities Commission (CVM)).

 

     


3

Sadia S.A.

 

Interim financial information (Unaudited)

Nine-month period ended September 30, 2005



Contents

Independent accountants' review report

Balance sheets

Income statements

Notes to the interim financial information

 

 

 







5

6-7

8

9 - 44



4

Independent accountants' review report

To
The Board of Directors and Shareholders
Sadia S.A.
Concórdia - SC


1.
We have reviewed the interim financial information of Sadia S.A. and the consolidated interim financial information of Sadia S.A and its subsidiaries, for the nine-month period ended September 30, 2005, which comprises the balance sheets, the income statements, management report and other relevant information, prepared in accordance with the accounting practices adopted in Brazil.
 
2.
Our review was prepared in accordance with the review standards established by IBRACON - Brazilian Institute of Independent Auditors and the Federal Council of Accounting, and included, basically: (a) inquiry and discussion with management responsible for the accounting, financial and operating areas of the Company and its subsidiaries, regarding the main criteria adopted in the preparation of the interim financial information; and (b) review of the information and subsequent events, which have, or may have, a material effect on the financial situation and the operations of the Company and its subsidiaries.
 
3.
Based on our special review, we are not aware of any material change which should be made to the interim financial information above for it to be in accordance with accounting practices adopted in Brazil and regulations issued by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of interim financial information.


October 21, 2005

KPMG Auditores Independentes
CRC 2SP014428/O-6

 

Adelino Dias Pinho
Accountant CRC SP 097869/O-6-S-SC


5

Sadia S.A.

Balance sheets (Unaudited)

September 30, 2005 and June 30, 2005

(In thousands of Reais)


  Parent company
  Consolidated
Assets September 30,
2005
June 30,
2005
  September 30,
2005
June 30,
2005
 Current assets        
  Cash and cash equivalent
140,725
87,598
157,473
106,638
  Short-term investments
467,340
458,642
2,104,840
1,836,847
  Accounts receivable from future contracts
374
261
36,659
23,084
  Trade accounts receivable
456,414
483,317
398,572
520,602
  Inventories
1,112,960
1,178,352
1,149,628
1,201,533
  Recoverable taxes
183,312
174,876
188,224
179,681
  Deferred tax credits
16,084
16,084
18,173
17,348
  Other credits
70,056
56,760
92,928
66,580
   
   
2,447,265
2,455,890
4,146,497
3,952,313
   
 Noncurrent assets
  Long-term investments
77,069
76,639
77,069
76,639
  Recoverable taxes
92,902
86,565
92,902
86,565
  Deferred tax credits
70,873
71,428
70,873
71,428
  Judicial deposits
78,315
79,224
78,421
79,330
  Related parties
96,725
153,160
-
-
  Other credits
43,316
26,828
43,994
27,522
   
   
459,200
493,844
363,259
341,484
   
 Permanent assets
  Investments
974,037
903,570
84,861
81,628
  Property, plant and equipment
1,428,070
1,301,981
1,432,260
1,305,172
  Deferred charges
69,409
57,548
70,696
58,203
   
 
   
2,471,516
2,263,099
1,587,817
1,445,003
   
  Total assets
5,377,981
5,212,833
6,097,573
5,738,800

See the independent accountants' review report and the accompanying notes to the interim financial information.

6

 

Sadia S.A.

Balance sheets (Unaudited)

September 30, 2005 and June 30, 2005

(In thousands of Reais)

  Parent company
  Consolidated
Liabilities and shareholders' equity September 30,
2005
June 30,
2005
  September 30,
2005
June 30,
2005
 Current liabilities
  Loans and financing
986,035
1,089,946
1,412,163
1,532,635
  Accounts payable from future contracts
-
-
17,775
10,43
  Trade accounts payable
490,239
558,152
499,643
569,797
  Advances from subsidiaries
470,867
404,765
-
-
  Salaries, social charges and accrued vacation payable
125,576
112,185
126,814
113,430
  Taxes payable
52,617
24,712
56,109
27,426
  Dividends payable
655
48,149
655
48,149
  Employees' profit sharing
21,985
13,224
22,479
13,611
  Other accounts payable
98,919
120,487
112,011
139,231
   
   
2,246,893
2,371,620
2,247,649
2,454,711
   
 Noncurrent liabilities
  Loans and financing
468,981
578,670
1,541,435
1,143,807
  Related parties
339,997
117,520
-
-
  Employee benefit plan
75,780
78,002
75,780
78,002
  Provision for contingencies
66,057
65,272
68,405
67,566
  Deferred taxes
12,158
13,080
12,158
13,080
  Other accounts payable
18,416
16,474
18,390
16,451
   
   
981,389
869,018
1,716,168
1,318,906
   
 Minority interest in subsidiaries
-
-
(903)
(823)
   
 Shareholders' equity
  Capital
1,500,000
1,500,000
1,500,000
1,500,000
  Profit reserves
292,373
292,373
292,373
292,373
  Treasury stock
(10,377)
(1,189)
(10,377)
(1,189)
  Retained earnings
367,703
181,011
352,663
174,822
   
   
2,149,699
1,972,195
2,134,659
1,966,006
   
  Total liabilities and shareholders' equity
5,377,981
5,212,833
6,097,573
5,738,800

See the independent accountants' review report and the accompanying notes to the interim financial information.

7

Sadia S.A.

Income statements (Unaudited)

September 30, 2005 and 2004

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


 
Parent company

Consolidated

 
Three months ended

Nine months ended

Three months ended

Nine months ended

    September
30, 2005
September
30, 2004
September
30, 2005
September
30, 2004

September
30, 2005

September
30, 2004
September
30, 2005
September
30, 2004
Gross operating revenue:
  Domestic market
1,042,646
939,149
2,985,688
2,642,019
1,042,647
941,386
3,018,121
2,648,637
  Foreign market
1,041,521
854,104
2,806,497
2,342,988
1,099,730
949,327
3,071,245
2,655,393
   
2,084,167
1,793,253
5,792,185
4,985,007
2,142,377
1,890,713
6,089,366
5,304,030
Sales deductions:
  Value-added tax on sales and sales deductions
(204,946)
(213,144)
(620,411)
(588,871)
(232,738)
(270,461)
(735,927)
(719,228)
Net operating revenue
1,879,221
1,580,109
5,171,774
4,396,136
1,909,639
1,620,252
5,353,439
4,584,802
Cost of goods sold
(1,415,161)
(1,165,489)
(3,954,368)
(3,133,046)
(1,383,356)
(1,172,651)
(3,928,657)
(3,167,006)
Gross profit
464,060
414,620
1,217,406
1,263,090
526,283
447,601
1,424,782
1,417,796
Operating income (expenses):
  Selling expenses
(275,796)
(269,681)
(816,067)
(708,997)
(298,767)
(297,013)
(900,318)
(810,339)
  Management fees
(3,230)
(3,074)
(9,523)
(8,996)
(3,230)
(3,074)
(9,523)
(8,996)
  Administrative and general expenses
(13,352)
(12,125)
(39,350)
(38,550)
(13,352)
(12,649)
(39,350)
(39,444)
  Financial income (expenses), net
18,363
19,520
45,837
(53,501)
84,179
75,012
251,362
(103,217)
  Other operating expenses - NET
(12,175)
(4,553)
(25,390)
(18,065)
(9,217)
(3,396)
(23,077)
(27,223)
  Equity in income of subsidiaries
65,883
16,513
144,605
(13,635)
(52,994)
(49,054)
(188,454)
(4,206)
Operating income
243,753
161,220
517,518
421,346
232,902
157,427
515,422
424,371
Nonoperating income (expense)
(826)
(736)
3,321
(1,894)
1,152
(684)
5,281
(1,883)
Income before income and social contribution taxes
242,927
160,484
520,839
419,452
234,054
156,743
520,703
422,488
Current income and social contribution taxes
(56,602)
(27,134)
(80,459)
(54,935)
(57,462)
(27,850)
(81,582)
(57,827)
Deferred income and social contribution taxes
367
(17,440)
(16,700)
(53,662)
1,192
(16,189)
(17,254)
(53,495)
Net income before minority interest
186,692
115,910
423,680
310,855
177,784
112,704
421,867
311,166
Minority interest
    -
    -
    -
    -
57
21
1,100
89
Net income
186,692
115,910
423,680
310,855
177,841
112,725
422,96 7
311,255
Outstanding shares net of treasury stock (thousands)
680,496
682,696
680,496
682,696
680,496
682,696
680,496
682,696
  Earnings per share - In Reais
0.27435
0.16978
0.62260
0.45533
0.26134
0.16512
0.62156
0.45592
                   
See the independent accountants' review report and the accompanying notes to the interim financial information.



8

Sadia S.A.

 

Notes to the interim financial information (Unaudited)

Nine-month period ended September 30, 2005

(In thousands of Reais)





1 Operations
     
 

The Company’s main business activities are organized into three operational segments: breeding and slaughtering of poultry (chickens and turkeys), swine and the industrial processing and distribution of food products (frozen and chilled), which are commercialized in Brazil and abroad by retailers, small groceries and food service chains.

The Company distributes its products through several sales points in the local market and to countries located in Europe, Middle East, Eurasia, Asia, the Americas and third markets. The Company has 13 industrial units and 16 distribution centers located within 14 Brazilian states and the Federal District.

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, pre-sliced ready-packed products, and desserts (Miss Daisy).

The Company has a corporate governance tier one listing for its shares on the São Paulo Stock Exchange, the Madrid Stock Exchange (Latibex) and ADRs negotiated on the New York Stock Exchange (NYSE).

 
     
     
     
2 Preparation and presentation of the interim financial information
     
 
The individual and consolidated interim financial information were prepared in accordance with accounting practices derived from the Brazilian Corporation Law and the rules of the Brazilian Securities Commission - CVM.
 



3 Summary of the principal accounting practices
 
  a. Income statement
   

Income and expenses are recognized on the accrual basis. Revenue from the sale of goods is recognized in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer.


9


Sadia S.A.

 

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





  b.
Foreign currency
 
       
   
Monetary assets and liabilities denominated in foreign currencies were translated into reais at the foreign exchange rate ruling at the balance sheet date. Foreign exchange differences arising on translation are recognized in the income statement for the period.
 
       
  c. Accounting estimates  
       
   

The preparation of the financial information 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, provision for contingencies, valuation of derivative instruments, and assets and liabilities related to employees’ benefits. The settlement of transactions involving these estimates may result in significantly different amounts due to the lack of precision inherent to the process of their determination. The Company reviews the estimates and assumptions at least monthly.

 
       
  d. Long and short-term investments  
       
   
Investment funds in local and foreign currency are recorded at market value according to the respective shares price at the date of the interim financial information.

Other long and short-term investments in local and foreign currency are recorded at cost income accrued up to the balance sheet date, not exceeding market value.

Additionally, the portion receivable from currency swap contracts is recorded at the difference between the nominal amounts of these contracts and the amounts restated by the variation of the US dollar, plus interest earned up to the date of the interim financial information.

 
       
  e. Allowance for doubtful accounts  
       
   

The allowance for doubtful accounts was calculated at an amount considered adequate by management to cover any losses arising on collection of accounts receivable.

 

10



Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



  f.
Inventories
 
       
   
Inventories are stated at the lower of average cost of acquisition or production, including expenditure incurred in acquiring the inventories and bringing them to their existing location and condition, on market value.
 
       
  g. Investments  
       
   

Investments in subsidiaries in Brazil and abroad are valued using the equity method of accounting, based on the respective shareholders’ equity valued at the same date and in accordance with accounting practices adopted by the Company.

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

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, when applicable.

 
       
  h. Property, plant and equipment  
       
   
Property, plant and equipment are recorded at the cost of acquisition, formation or construction. Depreciation is calculated using the straight-line method at annual rates taking into consideration the useful economic life of the assets, adjusted for the number of operating shifts, as presented in Note 11. Amortization of the formation costs of breeding stock is calculated based on the estimates for production of eggs and piglets. The depletion of forest resources is calculated based on the extraction and the average cost of the forest. Interest accrued on financing of projects for construction, modernization and expansion of industrial units is allocated to the costs of the corresponding construction in progress.
 
       
  i. Deferred charges  
       
   

Deferred charges are related to pre-operating costs incurred in the implementation of software, and are amortized on a straight-line basis over 5 years as from the beginning of operation.

 

  j. 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.

 


11


Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)




  k.
Provisions
 
       
   
A provision is recognized in the balance sheet when the Company has 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.
 
       
  l. Income and social contribution taxes  
       
   

The income and social contribution taxes both, current and deferred, are calculated based on the effective income and social contribution tax on taxable income, and consider the offsetting of tax loss carryforward 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 also tax loss carryforward and negative basis of social contribution.

 
       
  m. 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.
 
       
  n. Reclassifications  
       
   

Management, aiming at better reflecting the accounting classification of the transactions involving bonuses to clients, as from the first quarter of 2005, made the following reclassification in the quarterly financial information, inclusively retroactively for comparability of information:

• Bonuses to clients in the amount of R$46,539 in the nine-month period of 2005 (R$52,375 in the nine-month period of 2004) from selling expenses to sales deductions.

 


12

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)




  o.
Supplementary information
 
       
   
The statements of cash flows and added value are supplementary to the aforementioned financial information and have been included to facilitate additional analysis.

The statements of cash flows have been prepared in accordance with NPC 20 - Statement of Cash Flows, issued by IBRACON (Brazilian Institute of Independent Auditors).

The statements of added value have been prepared in accordance with the model of Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras (Institute of Accounting, Actuarial and Financial Research) of the University of São Paulo, which have the objective of demonstrating the value of the wealth generated by the Company and its distribution among the elements that contributed to its generation.

 
       
  p. Consolidated financial information  
       
   

The transactions and balances between the Parent 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 into the inventory balances at the end of 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 the case of joint ventures, the assets, liabilities and shareholders’ equity and the result for the period were consolidated in proportion to the percentage of ownership.

In accordance with the CVM 408/04 Instruction, the Company consolidated the interim financial information of its investment funds Concórdia Foreign Investment Fund Class A and Taurus Fund Limited, where it is the wholly owned investment holder. These investment funds have the sole purpose of centralizing the foreign investment fund portfolio, delegating to third party the administrative functions and maximizing shareholder returns. As of September 30 and June 30, 2005, these investment funds were consolidated in the Company’s financial information as they had loans collateralized by its own financial assets.

The consolidated financial information includes the accounts of Sadia S.A. and its direct and indirect subsidiaries, including investments in joint ventures. The consolidated direct or indirect subsidiaries and the corresponding shareholdings of the Company are as follows:

 


13


Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





    Shareholdings in % at
    September 30,
2005
June 30,
2005
       
Sadia International Ltd.
100.00
100.00
  Sadia Uruguay S.A.
100.00
100.00
  Sadia Alimentos S.A.
0.01
0.01
  Sadia Chile S.A.
60.00
60.00
  Sadia Alimentos S.A.
99.99
99.99
  Churrascaria Beijing Brazil Ltd. (*)
50.00
50.00
  Concórdia Foods Ltd. (*)
50.00
50.00
  Sadia UK Ltd.
100.00
100.00
   
Concórdia S.A. C.V.M.C.C.
99.99
99.99
   
Empresa Matogrossense de Alimentos Ltda. (**)
100.00
-
   
Rezende Óleo Ltda.
100.00
100.00
  Rezende Marketing e Comunicações Ltda.
0.09
0.09
   
Rezende Marketing e Comunicações Ltda.
99.91
99.91
   
Sadia GmbH
100.00
100.00
  Wellax Food Logistics C. P. A. S. U. Lda.
100.00
100.00
  Sadia Foods GmbH
100.00
100.00
  Qualy B. V.
100.00
100.00
  Sadia Japan Ltd.
100.00
100.00
   
(*) Joint-ventures.  
(**) Control acquired on September 9, 2005 (see note 10).  

14

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





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

 
Net income

Shareholders' equity

 
September 30,
2005
September 30,
2004
September 30,
2005
June 30,
2005

Financial information - Company
423,680
310,855
2,149,699
1,972,195
         
Elimination of unrealized profits on inventories in intercompany operations, net of taxes
(15,040)
(7,362)
(29,367)
(20,516)
 
Reversal of the elimination of unrealized result in inventories, net of taxes, resulting from intercompany operations at December 31, 2004 and 2003
14,327
7,762
14,327
14,327
         
Financial information - Consolidated
422,967
311,255
2,134,659
1,966,006

4 Long and short-term investments  
Parent company
Consolidated
 
Interest%
(annual average)
September 30,
2005
June 30, 2005
September 30, 2005
June 30,
2005
Short-term investments
   Local currency
      Investment funds
19.55
185,917
177,962
220,931
357,805
 
    Austrian Bonds indexed in Reais
17.75
267,674
256,755
267,674
256,755
 
    Others
7.82
95
93
95
93
 
453,686
434,810
488,700
614,653


15

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)

Parent company
Consolidated
 
Interest%
(annual average)
September 30,
2005
June 30, 2005
September 30, 2005
June 30,
2005
Foreign currency
  Investment funds
9.98
-
-
1,415,025
1,037,052
  Interest-bearing current accounts
3.75
-
-
186,277
160,744
  Swap contracts
13,654
23,832
13,654
23,832
  Interest change contracts
-
-
1,184
566
   
 
13,654
23,832
1,616,140
1,222,194
   
  Total short-term
467,340
458,642
2,104,840
1,836,847
 
Long-term investments
  Local currency
  Treasury bills - LFT
17.47
52,166
49,803
52,166
49,803
  National Treasury Certificate - CTN
12.00
24,860
24,499
24,860
24,499
   
 
77,026
74,302
77,026
74,302
  Foreign currency
  Swap contracts
43
2,337
43
2,337
   
  Total long-term
77,069
76,639
77,069
76,639

Long-term investments as of September 30, 2005 mature as follows:

Maturity
2006
43
2008
52,166
2010 onwards
24,860
 
77,069

16

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)

 

 
The investment fund portfolio in local currency is composed principally of post-fixed Bank Deposit Certificates and investment fund shares.

The investment fund portfolio in foreign currency is composed principally of structured notes and assets indexed in Reais with post-fixed remuneration, issued by highly rated American and European banks, which are linked to equally highly rated titles of Brazilian banks and companies.

During the second quarter of 2004, Management decided to dispose of the Brazilian debt securities (Brazil Global and Brazil C Bearer Bonds), which were part of the portfolio of investment funds of its subsidiary abroad, thus reducing the exposure of the Company and its subsidiaries to the volatility of these securities, and recognized a loss of R$110,000.


5 Accounts receivable

  Parent company
Consolidated
September 30 ,
2005
June 30 ,
2005
September 30 ,
2005
June 30,
2005
  Foreign:
  Subsidiaries
221,278
227,005
-
-
  Customers
119,014
171,735
285,319
440,557
  Advance on export contracts
(43,152)
(48,046)
(43,152)
(48,046)
   
       Total
297,140
350,694
242,167
392,511
   
  Domestic customers
169,047
143,166
169,055
143,174
  (-) Allowance for doubtful accounts
(9,773)
(10,543)
(12,650)
(15,083)
   
   
456,414
483,317
398,572
520,602

As a way of reducing its credit risk and financial indebtedness, the Company maintains a revolving line of credit up to the amount of US$100 million, through assignment of receivables from the Company’s exports. The cost of the operation is an average interest rate of 0.7% p.a. + LIBOR. Credit insurance was taken out with third parties, covering 90% of the value of the receivables, and the beneficiaries in the event of default were the purchasing financial institutions. At September 30, 2005 and June 30, 2005, the assigned amount of outstanding receivables amounted to approximately US$ 100 million.


17

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





The Company also assigned receivables to a Credit Rights Investment Fund (FIDC) administered by Concórdia S.A. Corretora de Valores Mobiliários, Câmbio e Commodities. At September 30, 2005 the net worth of this fund was R$ 220,794 (R$211,660 at June 30, 2005), of which R$148,215 (R$123,535 at June 30, 2005) was represented by acquisition of receivables from the internal market of Sadia S.A., with a discount cost equivalent to 95% of the Interbank Deposit Certificate (CDI) for the senior quota. The assignment of receivables is performed without recourse, and the eventual losses through default to Sadia are limited to the value of the subordinated quotas, which represented R$14,727 in September 30, 2005.

For other domestic accounts receivables, the Company has credit insurance, which guarantees compensation, in case of delinquency, of 85% to customers with pre-approved credit and of 60% to the new customers or with a credit limit below R$ 50 thousand.



6 Inventories  

  Parent company
Consolidated
 
September 30,
2005
June 30 ,
2005
September 30,
2005
June 30,
2005
Finished goods and products for sale
319,477
363,497
348,338
384,413
Livestock and poultry for slaughter and sale
383,388
409,079
383,388
409,079
Raw materials
237,184
224,949
238,246
226,787
Work in process
45,718
51,909
45,718
51,909
Packaging materials
35,845
34,639
35,845
34,639
Storeroom
21,039
20,885
21,039
20,885
Products in transit
8,289
8,134
15,033
8,318
Advances to suppliers
47,934
54,785
47,935
55,028
Imports in transit
14,086
10,475
14,086
10,475
 
 
1,112,960
1,178,352
1,149,628
1,201,533


18

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





7 Recoverable taxes  

  Parent company
Consolidated
 
September 30,
2005
June 30 ,
2005
September 30,
2005
June 30,
2005
  ICMS
143,531
112,551
144,799
113,927
  COFINS
57,992
61,036
58,321
61,365
  PIS
21,119
18,354
21,119
18,354
  IPI
49,291
50,439
49,324
50,472
  Income and social contribution taxes
4,225
19,004
7,495
22,064
  Others
56
57
68
64
           
   
276,214
261,441
281,126
266,246
           
  Short-term portion
183,312
174,876
188,224
179,681
           
  Long-term portion
92,902
86,565
92,902
86,565

a. Value-added tax on sales and services - ICMS
 
Composed of credits generated by the commercial operations of a number of the Company’s units which will be offset against debits of this tax.
 
b. Contributions on sales and services - PIS/COFINS
  Composed of credits arising from non-cumulative collection of PIS and COFINS which will be offset against debits of these contributions and/or other federal taxes.
   
c. 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.
   
d. 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.

19

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)




8 Deferred tax asset and balances
 
  a. Composition of deferred tax asset balances

  Parent company
Consolidated
 
September 30,
2005
June 30 ,
2005
September 30,
2005
June 30,
2005
Deferred tax asset        
  Temporary differences        
  Benefit plan
25,765
26,520
25,765
26,520
  Provision for contingencies
22,459
22,192
23,258
22,972
  Allowance for doubtful accounts
9,603
9,882
9,603
9,882
  Provision for loss on property, plant and equipment
4,634
4,634
4,634
4,634
  Employees' profit sharing
7,475
4,496
7,643
4,797
  Others
2,292
2,491
3,414
2,674
  Tax loss carryforwards and negative basis of social      contribution
11,556
13,908
11,556
13,908
  Summer Plan depreciation
3,173
3,389
3,173
3,389
   
  Total deferred tax asset
86,957
87,512
89,046
88,776
   
  Short-term portion
16,084
16,084
18,173
17,348
  Long-term portion
70,873
71,428
70,873
71,428
   
Deferred tax liability:
  Depreciation on rural activities
12,158
13,080
12,158
13,080
   
        Total deferred tax liability
12,158
13,080
12,158
13,080
   
Net balance
74,799
74,432
76,888
75,696

b. Realization of deferred tax asset projection
 

Management considers that the deferred tax assets arising from the temporary differences will realize when the contingency provisions are settled and the projected obligations related to the pension plan are liquidated.

Deferred tax assets in the amount of R$11,556 arising from tax losses and negative basis of social contribution of a subsidiary abroad will be realized according to management’s estimate within a period of three years.


20

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



9 Related party transactions and balances
 

Related party transactions relate mainly to sales operations between the Company and its subsidiaries that 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
September 30 ,
2005
June 30 ,
2005
Accounts receivable    
  Wellax Food Logistics C. P. A. S. U. Lda.
207,333
222,783
  Sadia International Ltd.
2,011
-
  Sadia Alimentos S.A.
1,797
1,790
  Sadia Uruguay S.A.
390
440
  Qualy B.V.
4,668
-
  Sadia Chile S.A.
5,079
1,992
   
 
221,278
227,005
   
Loans
  Wellax Food Logistics C. P. A. S. U. Lda.
95,968
152,457
  Sadia International Ltd.
(240)
(254)
  Rezende Óleo Ltda.
848
847
  Concórdia S.A. CCVMCC
93
55
  Rezende Marketing e Comunicação Ltda.
56
55
   
 
96,725
153,160
   
Advances from subsidiaries
  Wellax Food Logistics C. P. A. S. U. Lda.
(808,952)
(520,264)
  Sadia International Ltd.
(1,912)
(2,021)
   
 
(810,864)
(522,285)


21

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



  Statement of Income
September 30,
2005
September 30,
2005
Sales    
  Wellax Food Logistics C. P. A. S. U. Lda.
1,729,827
1,561,579
  Sadia International Ltd.
1,439
74,896
  Sadia Chile S.A.
11,725
7,444
  Sadia Alimentos S.A.
9,090
5,982
  Sadia Uruguay S.A.
3,761
3,393
  Só Frango Produtos Alimentícios Ltda.
1,312
-
   
 
1,757,154
1,653,294
 
Net financial result
  Wellax Food Logistics C. P. A. S. U. Lda.
70,552
-
  Sadia International Ltd.
423
760
   
 
70,975
760


22

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)


10 Investments
 
Investment balances
Investments
Ownership
Shareholders' equity
Net income (loss) for the period
Equity result
September 30 , 2005
June 30, 2005
Sadia GmbH
100.00%
770,307
323,613
151,190
770,307
705,557
Sadia International Ltd.
100.00%
83,707
79
-15,752
83,707
84,221
Concórdia S.A. CVMCC
99.99%
52,777
3,928
6,154
52,777
50,787
Rezende Óleo Ltda.
100.00%
1,138
(413)
(413)
1,138
1,138
Rezende Marketing e Comun. Ltda.
99.91%
(26)
(2)
(2)
-
-
Só Frango Produtos Alimentícios   Ltda.
-
-
5,654
-
-
Empresa Matogrossense de   Alimentos Ltda.
100.00%
1,350
-
-
1,350
-
 
Total in subsidiaries
146,831
909,279
841,703
 
Goodwill in acquisition of   investments
-
63,313
60,422
Other investments
-
1,445
1,445
 
Total investments of the Company
146,831
974,037
903,570
 
Other investments of   subsidiaries/affiliates
-
20,103
18,671
Investments eliminated on   consolidation
(333,059)
(909,279)
(840,613)
 
     Total consolidated investments
(186,228)
84,861
81,628
Movement of the investments in the quarter:
Shareholding result
Changes of investments in the period
Acquisition
Amortization
Operating
Non-operating
Sadia GmbH
-
-
64,750
-
Sadia International Ltd.
-
-
(514)
-
Concórdia S.A. CCVMCC
-
-
1,648
342
Rezende Marketing e Com. Ltda.
-
-
(1)
-
Empresa Matogrossense de Alimentos   Ltda.
1,350
-
-
-
 
1,350
-
65,883
342
Goodwill in acquisition of investments
8,054
(5,163)
-
-
 
   Total
9,404
(5,163)
65,883
342

23

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



The accumulated income from equity interest in the parent company is represented by an operating income of R$144,605 and a nonoperating income of R$2,226. In the consolidated statement it is represented by conversion losses in the amount of R$188,454 and a nonoperating income of R$2,226.

On January 3, 2005 the Company acquired 100% of the shares of Só Frango Produtos Alimentícios Ltda. The acquisition generated goodwill in the amount of R$ 62,505, which will be amortized within 3 years based on the expected profitability of the investment.

In the Extraordinary General Meeting held on April 29, 2005, the incorporation of the wholly owned subsidiary Só Frango Produtos Alimentícios Ltda. was approved by the shareholders of Sadia S.A., with the aim of obtaining operating and corporate benefits, amongst others, resulting in a significant economy of scale due to the decrease in expenses arising from centralizing and rationalizing administrative and operational activities.

On September 9, 2005 Sadia S.A. acquired 100% of the quotas representing the capital of the company Matogrossense de Alimentos Ltda., located in Lucas do Rio Verde, where the Company’s new industrial complex will be established. In the acquisition, goodwill in the amount of R$8,054, was paid, which will be amortized as from the start-up of operations, forecasted for 2007.



11 Property, plant and equipment

  Parent company
 
Cost
Depreciation
Residual amount
 
 

Interest %
(annual average)

September 30, 2005
September 30, 2005
September 30, 2005
June 30,
2005
Lands
-
62,010
-
62,010
55,621
Buildings
4%
704,759
(324,130)
380,629
381,094
Machinery and equipment
15%
936,714
(529,151)
407,563
371,072
Installations
10%
213,666
(118,302)
95,364
93,462
Vehicles
27%
11,882
(7,615)
4,267
4,474
Breeding stock
-
206,622
(105,159)
101,463
105,095
Forestation and reforestation
-
24,015
(8,022)
15,993
15,728
Others
-
1,694
(1,284)
410
311
Construction in progress
-
306,810
-
306,810
228,617
Advances to suppliers
53,561
-
53,561
46,507
 
 
2,521,733
(1,093,663)
1,428,070
1,301,981


24

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



  Consolidated

 
Cost
Depreciation
Residual amount
 
Interest %
(annual average)
September 30,
2005
September 30,
2005
September 30,
2005
June 30,
2005
Lands
-
62,213
-
62,213
55,725
Buildings
4%
705,458
(324,605)
380,853
381,332
Machinery and equipment
15%
939,118
(530,373)
408,745
372,288
Installations
10%
213,923
(118,388)
95,535
93,637
Vehicles
27%
12,849
(7,814)
5,035
5,272
Breeding stock
-
206,622
(105,159)
101,463
105,095
Forestation and reforestation
-
24,015
(8,022)
15,993
15,728
Others
-
3,063
(2,037)
1,026
971
Construction in progress
-
307,836
-
307,836
228,617
Advances to suppliers
-
53,561
-
53,561
46,507
 
 
2,528,658
(1,096,398)
1,432,260
1,305,172

a. The construction in progress is mainly represented by projects related to expansion and optimization of the industrial 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$12,084 (R$7,946 in the period ended on September 30, 2004).


25

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





12 Deferred charges
  Parent company
 
Cost
Amortization
Residual value
 
Rate
September 30,
2005
September 30,
2005
September 30,
2005
June 30 ,
2005
Preoperating expenses
25%
148,302
(81,423)
66,879
54,538
Product development
20%
7,194
(4,859)
2,335
2,801
Others
20%
349
(154)
195
209
 
 
155,845
(86,436)
69,409
57,548

 
Consolidated
 
Cost
Amortization
Residual value
 
Rate
September 30,
2005
September 30,
2005
September 30, 2005
June 30,
2005
Preoperating expenses
25%
149,960
(81,876)
68,084
55,100
Product development
20%
7,194
(4,859)
2,335
2,801
Others
20%
537
(260)
277
302
 
 
157,691
(86,995)
70,696
58,203

The Company reviewed its assumptions for the amortization of pre-operating expenses incurred in the implementation of management software, reducing the amortization period from 5 to 4 years. This change in the amortization estimate results from the implementation of a new version of the software, which has been concluded on October, 2004. This change generated additional accumulated amortization in the period in the amount of R$8,742.


26

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



13 Loans and financing - Short-term
  Parent company
Consolidated
   
September 30,
2005
June 30,
2005
September 30,
2005
June 30,
2005
Short-term
Foreign currency
 
Net working financing obtained from the custodian financial institution of structured notes invested by the Company subject to LIBOR variation for 1-month deposits (3.86% in September 2005) plus interest of 0.10% p.a., guaranteed by its investments
   
-
-
313,141
260,561
   
  Advanced collection relating to the receivables sold, with no interest
28,736
40,498
122,096
210,834
  Export financing composed of prepayment subject to LIBOR variation for 6-month deposits (4.23% in September 2005) plus interest of 4.15% p.a., guaranteed by promissory notes or sureties
   
89,297
71,641
89,297
71,641
  Credit lines for the development of foreign trade, with interest rates of 5.43% p.a., guaranteed by promissory notes or sureties
   
-
6,370
6,179
 
  Currency swap contracts
8,902
14,116
8,902
14,116
  Interest rate swap contracts
449
237
449
237
 
127,384
126,492
540,255
563,568
Local currency
  Rural credit lines and working capital loans with interest of 8.75% p.a.
162,453
159,999
162,453
159,999
 
  Currency swap contracts
129,034
141,520
129,034
141,520
   
 
291,487
301,519
291,487
301,519
   
 
418,871
428,011
831,742
865,087
Short-term portion of the long-term debt        
Foreign currency
  IFC (International Finance Corporation) funding in foreign currency for investment in property, plant and equipment, of which R$65,175 is subject to interest at the rate of 8.52% p.a., and R$24,910 at 9.05% p.a., guaranteed by real estate mortgages
   
90,085
106,009
90,085
106,009

27

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)

  Parent company
Consolidated
   
September 30, 2005
June 30,
2005
September 30, 2005
June 30,
2005
  Export financing composed of prepayment in amount of R$157,232 subject to LIBOR variation for 6-month deposits (4.23% in September 2005) and interest of 8.30% p.a. and a line focused on the incentive for foreign trade activities, in amount of R$13,257 subject to LIBOR variation for 6-month deposits (4.23% in September 2005) plus annual interest of 5.43% p.a., guaranteed by promissory notes or sureties
   
157,232
229,068
170,489
234,681
  BNDES (National Bank for Economic and Social Development), for investments and exports credit lines, composed as follows: FINEM in the amount of R$9,904 subject to the weighted average of exchange variation of currencies traded by BNDES - UMBNDES and fixed interest of 3.50% p.a. and FINAME in the amount of R$362 subject to the weighted average of exchange variation of currencies traded by BNDES-UMBNDES and fixed interest of 3.50%, guaranteed by mortgage bonds and real estate mortgage
   
10,266
10,919
10,266
10,919
  Net working financing obtained from the custodian financial institution of structured notes invested by the Company, subject to LIBOR variation for 1-month deposits (3.86% in September 2005) plus interest of 0.10% p.a., guaranteed by its investments.
   
136,918
143,510
136,918
143,510
 
394,501
489,506
407,758
495,119
Local currency
  BNDES (National Bank for Economic and Social Development), investments and exports credit lines, composed as follows: FINAME in the amount of R$ 7,333 subject to the Long-Term Interest Rate -TJLP (9.75% p.a. in September 2005) and interest of 3.30% p.a., FINAME-EXIM in the amount of R$ 138,827 subject to TJLP (9.75% p.a. in September 2005) and interest of 3.95% p.a. and FINEM in the amount of R$ 17,219 subject to TJLP (9.75% p.a. in September 2005) and interest of 3.49% p.a., guaranteed by mortgage bonds and real estate mortgages
   
163,379
165,043
163,379
165,043
  PESA - Special Aid for Agribusiness payable in installments, subject to IGPM variation and annual interest of 9.89%, guaranteed by sureties
   
4,042
2,790
4,042
2,790
  Others subject to interest from 4% to 13.18% p.a.
5,242
4,596
5,242
4,596
 
172,663
172,429
172,663
172,429
   
Short-term portion of long-term debt
567,164
661,935
580,421
667,548
  Total short-term
986,035
1,089,946
1,412,163
1,532,635
At September 30, 2005 the weighted average interest on short-term loans was 6.44% p.a. (6.83% p.a. at June 30, 2005).


28

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



14 Loans and financing - Long-term
  Parent company
Consolidated
   
September 30, 2005
June 30,
2005
September 30, 2005
June 30,
2005
Foreign currency
  Export financing composed of prepayment in amount of R$401,842, payable in installments up to 2010, subject to LIBOR variation for 6-month deposits (4.23% in September 2005) plus annual interest of 8.30% p.a., and a line focused on the incentive for foreign trade in amount of R$1,085,711, with an interest rate of 5.43% p.a., guaranteed by promissory notes or sureties
   
401,842
487,790
1,487,553
1,058,540
 
  Financing subject to LIBOR variation for 1-month deposits (3.86% in September 2005) plus interest of 0.10% p.a., guaranteed by its own titles
   
136,918
143,510
136,918
143,510
 
  IFC (International Finance Corporation) funding in foreign currency for investments in property, plant and equipment, of which R$65,175 is subject to interest at the rate of 8.52% p.a. and R$24,910 at 9.05% p.a., guaranteed by real estate mortgages
   
90,085
106,009
90,085
106,009
 
BNDES (National Bank for Economic and Social Development), payable from 2005 to 2008, composed as follows: FINEM in the amount of R$30,279 subject to the weighted average of the exchange variation of currencies traded by BNDES - UMBNDES and fixed interest of 3.50% p.a. and FINAME in the amount of R$632 subject to the weighted average of the exchange variation of currencies traded by BNDES - UMBNDES and fixed annual interest of 3.50% p.a. guaranteed by mortgage bonds and real estate mortgages
30,911
35,540
30,911
35,540
  Currency swap contracts
5,200
6,416
5,200
6,416

664,956
779,265
1,750,667
1,350,015


29

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



  Parent company
Consolidated
   
September 30,
2005
June 30,
2005
September 30,
2005
June 30,
2005
Local currency
 
BNDES (National Bank for Economic and Social Development), investments and exports credit lines, payable from 2005 to 2008, composed as follows: FINAME in the amount of R$12,511 subject to the Long-Term Interest Rate -TJLP (9.75% p.a. in September 2005) and interest of 3.30% p.a., FINAME-EXIM in the amount of R$138,827 subject to TJLP (9.75% p.a. in September 2005) and interest of 3.95% p.a. and FINEM in the amount of R$41,592 subject to TJLP (9.75% p.a. in September 2005) and interest of 3.49% p.a., guaranteed by mortgage bonds and real estate mortgages
192,930
262,751
192,930
262,751
 
PESA - Special Aid for Agribusiness payable from 2005 to 2020, subject to IGPM variation and annual interest of 9.89%, guaranteed by sureties
129,736
140,991
129,736
140,991
 
Currency swap contracts
8,359
27,101
8,359
27,101
 
Others subject to interest from 4% to 13.18% p.a.
40,164
30,497
40,164
30,497
 
371,189
461,340
371,189
461,340
 
1,036,145
1,240,605
2,121,856
1,811,355
 
 
Short-term portion of long-term debt
(567,164)
(661,935)
(580,421)
(667,548)
 
 
Total long-term
468,981
578,670
1,541,435
1,143,807

The noncurrent portions of financings at September 30, 2005 mature as follows:
Maturity
Parent company
Consolidated
2006
66,386
178,850
2007
86,791
146,791
2008
76,169
76,169
2009
55,508
122,174
2010 onwards
184,127
1,017,451
 
468,981
1,541,435
The International Finance Corporation - IFC funding involves certain restrictive covenants for distribution of dividends in addition to minimum mandatory dividends when obligations, such as certain consolidated financial ratios (current liquidity, long-term and total indebtedness) are not met. At December 31, 2003, the Company did not meet the obligation in connection with consolidated long-term indebtedness ratios, reclassifying for this reason the portion of long-term debt to short-term. This condition remains the same for this period.


30

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



15 Pension plans for employees

In addition to the pension plan, the Company’s human resources policy offers the following benefits:
· Payment of the penalty in connection with the Government Severance Indemnity Fund for Employees upon retirement;
· Payment of a bonus for time of service;
· Payment of indemnification for termination of service; and
· Payment of indemnification for retirement.

These benefits are due in one single payment upon the employee’s retirement or termination of service, and the amounts are computed by actuarial calculations.


16 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 evaluation by the Company’s legal counsel, which considered that unfavorable outcomes are likely. Whenever necessary, judicial deposits were made, on September 30, 2005 an amount of R$ 78,315 (R$ 78,421 on the consolidated) are recorded.

The Company’s management believes that the provision for contingencies shown below is sufficient to cover any losses arising from legal proceedings.

  Parent company
Consolidated
 
September 30,
2005
June 30,
2005
September 30,
2005
June 30,
2005
Tax proceedings
36,321
36,183
38,641
38,449
Civil proceedings
13,751
14,405
13,751
14,405
Labor proceedings
15,985
14,684
16,013
14,712
 
66,057
65,272
68,405
67,566
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$6,918, recorded on the acquisition of the subsidiary Granja Rezende (incorporated in 2002).

b. State VAT (ICMS)
The Company is a defendant in several administrative cases involving ICMS, mainly in the States of São Paulo, Rio de Janeiro and Amazonas (SUFRAMA), totaling a probable contingency estimated at R$19,079.

c. Other tax contingencies

Several cases related to payment of IOF (Tax on Financial Operations), PIS (Social Integration Program Tax), COFINS (Tax for Social Security Financing) and others totaling a probable loss of R$12,644.

The Company has other tax contingencies where the claimed amount is R$492,900, which were assessed as possible losses by the Company’s legal counsel and management and, therefore, no provision was recorded.



31

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)


Civil litigation
Represents principally 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 civil contingencies where the claimed amount is R$45,390, which were assessed as possible losses by the Company’s legal counsel and management and, therefore, no provision was recorded.


Labor claims
There are approximately 1,730 labor claims against the Company. These claims involve mainly the payment of overtime, and health exposure or hazard premiums, none of them involving a significant amount on an individual basis.

17 Shareholders’ equity - Parent company

a. Capital
Subscribed and paid-in capital is represented by the following shares with no par value, at September 30, 2005 and June 30, 2005:
 
September 30,
2005
June 30,
2005
Common shares
257,000,000
257,000,000
Preferred shares
426,000,000
426,000,000
   Total shares
683,000,000
683,000,000
Preferred shares in treasury
(2,504,288)
(524,288)
   Total outstanding shares
680,495,712
682,475,712

b. Changes in shareholders’ equity
 
Profit
Treasury
Retained
 
Capital
Reserves
Stock
Earnings
Total
Balances as of December 31, 2004
1,000,000
767,441
(198)
24,932
1,792,175
 
Net income for the quarter
-
-
-
97,254
97,254
 
Balances as of March 31, 2005
1,000,000
767,441
(198)
122,186
1,889,429
 
Increase of Capital
500,000
(475,068)
-
(24,932)
-
Interest on shareholders' equity
-
-
-
(55,977)
(55,977)
Acquisition of shares
-
-
(991)
-
(991)
Net income for the quarter
-
-
-
139,734
139,734
 
Balances as of June 30, 2005
1,500,000
292,373
(1,189)
181,011
1,972,195
 
Acquisition of shares
-
-
(9,188)
-
(9,188)
Net income for the quarter
-
-
-
186,692
186,692
Balances as of September 30, 2005
1,500,000
292,373
(10,377)
367,703
2,149,699


32

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





c. Treasury stock
The Company’s treasury stock consists of 2,504,288 preferred shares acquired for R$ 10,377 for future sale and/or use in the stock option plan. At September 30, 2005 the market value corresponded to R$ 16,779.

d. Market value
The market value of Sadia S,A, shares according average quotation of shares negotiated on the São Paulo Stock Exchange - BOVESPA, corresponded to R$6.70 per share at September 30, 2005 (R$4.55 at June 30, 2005). Net equity on that date was R$3.15 per share (R$2.89 at June 30, 2005).

18 Stock option plan

In the Ordinary and Extraordinary General Meeting of April 29, 2005 the stock option plan was approved in its first phase for the Company’s officers. The plan comprises nominative preferred shares issued by the Company available in treasury and has the long-term aim of stimulating the feeling of ownership and commitment to the Company by the participants, and, thus, is in line with the shareholders’ interests.

The plan will be 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 and the 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 at September 30, 2005 is presented as follows:

   
  Data

 
Price of shares
Grant date
Start
Final
Number of shares
Price on the Grant date
Updated - INPC
Market09/30/05
6/24/2005
6/23/2008
6/23/2010
2,200,000
4.55
4.56
6.7
 
Since the Company has treasury shares earmarked for the stock option plan, the difference between the market value and the updated price for the year will not affect the Company's results.
      

19 Employees’ profit sharing

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


33

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



20 Financial result
  Parent company
Consolidated
September 30 ,
2005
September 30,
2004
September 30,
2005
September 30,
2004
Financial expenses
Interest
(159,254)
(188,296)
(172,521)
(258,911)
Monetary variations - Liabilities
(2,829)
(28,514)
(10,130)
(35,981)
Exchange variations - Liabilities
302,456
64,267
292,532
38,065
Others
(31,449)
(10,671)
(43,251)
(26,903)
 
108,924
(163,214)
66,630
(283,730)
Financial income
Interest
68,195
120,556
158,108
183,721
Monetary variations - Assets
185
4,372
185
5,113
Exchange variations - Assets
(145,729)
(30,990)
4,847
(33,524)
Others
14,262
15,775
21,592
25,203
 
(63,087)
109,713
184,732
180,513
 
Financial result, net
45,837
(53,501)
251,362
(103,217)

21 Income and social contribution taxes
 
Income and social contribution taxes were calculated at applicable rates and a reconciliation with the income and social contribution taxes expenses, is shown below:
  Parent company
Consolidated
 
September 30, 2005
September 30, 2004
September 30, 2005
September 30, 2004
Income before taxation/profit sharing
520,839
419,452
520,703
422,488
Interest on shareholders' equity
(55,977)
(51,349)
(55,977)
(51,349)
 
Income before income and social contribution taxes
464,862
368,103
464,726
371,139
 
Income and social contribution taxes at nominal rate - 34%
(158,053)
(125,155)
(158,007)
(126,187)
 
Adjustment to calculate the effective rate
Permanent differences:
Equity in earnings of subsidiaries
49,922
(4,224)
47,016
(5,954)
Others
10,999
5,474
12,182
5,511
Provision for income and social contribution taxes on foreign subsidiary
(27)
15,308
(27)
15,308
Income and social contribution taxes at effective rate
(97,159)
(108,597)
(98,836)
(111,322)

34

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)




22  Risk management and financial instruments

 
The Company’s operations are exposed to market risks, principally in relation to exchange rate variations, credit risk and grain purchase prices. These risks are monitored by the Risk Management Area that uses a specific system to calculate the “VAR -Value at Risk”, and permanently monitored by the finance committee, composed of members of the Board of Directors and other finance executives of the Company, who are responsible for defining the Board’s risk management strategy by determining the position and exposure limits. In September 30, 2005 the Value at Risk (VAR) of the financial assets and liabilities, for one year, with a 95% of confidence rating, represents R$ 53,217 (not reviewed by auditors).

a.  Exchange rate and interest risk
 
The exchange rate risk for loans, financing and any other payables denominated in foreign currency is hedged by short-term investments denominated in foreign currency and by derivative financial instruments, such as rate swaps (dollar to CDI) and future market agreements, in addition to receivables in US dollars from exports, which also reduce exchange variations by serving as a “natural hedge”.

The Company, within its hedge strategy, uses currency futures contracts (US dollars and Euros), as a form of mitigating exchange rate risk over its operational and financial assets and liabilities. The nominal amounts of these contracts are not recorded in the financial information. The accumulated results of futures contracts until September 30, 2005 generated a gain of R$101,765 (R$24,458 at September 30, 2004) recorded as financial result in positive foreign exchange variances.

The results of the operations in the currency futures market, realized and not financially settled, and the daily adjustments of currency futures contracts of the Future and Commodities Exchange - BM&F are recorded in the interim financial information as “Amounts receivable from futures contracts” and “Amounts payable for futures contracts”.

Unearned income from contracted operations with future maturities is not recognized in the financial information. The market value of these contracts, if they were settled at September 30, 2005, would give rise to a gain of approximately R$ 55,860.


The Company’s exposure to exchange variation (mainly in US dollars) is shown below:
 
Consolidated
 
September 30,
2005
June 30,
2005
Assets and liabilities in foreign currency
Cash and short-term investments
1,632,326
1,243,031
Amounts receivable from futures contracts
36,659
23,084
Trade accounts receivable
239,299
387,979
Loans and financing
(2,290,922)
(1,913,583)
Swap contracts (dollar for CDI)
244,101
315,906
Suppliers
(34,036)
(37,012)
Amounts payable for futures contracts
(17,775)
(10,432)
 
 
(190,348)
8,973


35

Sadia S.A.

Notes to the interim financial information (Unaudited)
(In thousands of Reais)



Consolidated hedge contracts outstanding at September 30, 2005 with their respective payment schedules are as follows:
  Position
Payment schedule
Derivative instruments
September 30,
2005
2005
2006
2007
2008
2010
 Currency swap contracts:
  Base value - R$
244,101
84,770
137,047
12,908
9,376
-
  Base value - US$
91,763
32,592
51,667
4,347
3,157
-
   
 Receivables/payables:
  Asset
13,697
5,191
8,506
-
-
-
  Liability
(151,495)
(49,085)
(92,123)
(5,959)
(4,328)
-
   
 Rate swap contracts:
  Base value - R$
652,493
174,720
33,333
-
-
444,440
  Base value - US$
293,625
78,625
15,000
-
-
200,000
   
  Amount receivable
1,184
225
11
-
-
948
  Amount payable
(449)
(449)
-
-
-
-
   
 Futures contracts - US dollars:
  Long position - US$
164,000
164,000
-
-
-
-
  Short position - US$
253,000
253,000
-
-
-
-
   
 Future market contracts:
  Receivable
36,659
36,659
-
-
-
-
  Payable
(17,775)
(17,775)
-
-
-
-

36

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





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 Company limits the risk associated with these financial instruments by subjecting them to the control of highly rated financial institutions that operate within the limits pre-established by the credit and financing committees.

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 domestic accounts receivable.

An allowance for doubtful accounts was established for the receivable where management considers that there exists a risk of it not being received. The expenses with doubtful receivable totaled R$5,673 in the period ended September 30, 2005 (R$4,223 at September 30, 2004).


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 fodder 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 a risk management strategy based on its inventory policy through physical control.


d. Estimated market values

 

Financial assets and liabilities are presented in the interim financial information balance sheet at cost plus accrued income and expenses and are stated according to their corresponding expected realization or settlement.

The market value of the derivatives at September 30, 2005, estimated based on market price quotations for similar contracts, approximated corresponding book values. Estimated market values of financial instruments as compared to accounting balances are presented in the table below:

 
Consolidated
September, 2005
 
Cost
Market value
Cash and cash equivalent
157,473
157,473
Short and Long Term Investments - Local Currency
565,726
565,726
Short and Long Term Investments - Foreign Currency
1,616,183
1,618,759
Trade accounts receivable
398,572
398,572
Loans and financing
2,953,598
2,969,462
Suppliers
499,643
499,643
Futures Contracts, net
18,884
16,361


37

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



e. Financial indebtedness
  Consolidated
 
September 30, 2005
June 30, 2005
 
Currency
Currency
 
Local
Foreign
Total
Local
Foreign
Total
Assets
  Cash and cash equivalents
141,330
16,143
157,473
88,138
18,500
106,638
  Short-term investments
488,700
1,616,140
2,104,840
614,653
1,222,194
1,836,847
  Accounts receivable from future contracts
-
36,659
36,659
-
23,084
23,084
   
     Total current assets
630,030
1,668,942
2,298,972
702,791
1,263,778
1,966,569
 
  Long-term investments
77,026
43
77,069
74,302
2,337
76,639
   
     Total Financial Assets
707,056
1,668,985
2,376,041
777,093
1,266,115
2,043,208
 
Liabilities
  Short-term financing
464,150
948,013
1,412,163
473,948
1,058,687
1,532,635
  Accounts payable from future contracts
-
17,775
17,775
-
10,432
10,432
  Swap contracts - Short-term
216,534
(216,534)
-
253,557
(253,557)
-
   
     Total current liabilities
680,684
749,254
1,429,938
727,505
815,562
1,543,067
  Long-term financing
198,526
1,342,909
1,541,435
288,911
854,896
1,143,807
  Swap contracts - long-term
27,567
(27,567)
-
62,349
(62,349)
-
   
     Total noncurrent liabilities
226,093
1,315,342
1,541,435
351,260
792,547
1,143,807
   
     Total financial liabilities
906,777
2,064,596
2,971,373
1,078,765
1,608,109
2,686,874
 
Financial income (expenses), net
(199,721)
(395,611)
(595,332)
(301,672)
(341,994)
(643,666)


38

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)




23 Insurance (not reviewed by auditors)

 

The Company and its subsidiaries have adopted a policy of maintaining insurance coverage at levels that management considers adequate to cover any risks related to liability or damages involving their assets. Due to the characteristics of the operations carried out in multiple locations, management takes out insurance for maximum possible loss in a single event, which covers fire, comprehensive general liability and miscellaneous risks (storms, lightning and floods). The Company also takes out insurance for the transportation of goods, personal injury and vehicles.


24 Private pension plan

a. Defined contribution plan

 

The Company and its subsidiary Concórdia S.A. C.V.M.C.C. are the sponsors of a defined contribution social security 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 on the same base date and in accordance with the rates applicable to the main activity category of the Company, discounting real gains.

The actuarial system is that of capitalization for supplementary retirement and pension benefits and of simple apportionment for the 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.

At September 30, 2005 and 2004, the parent company contributions totaled R$1,525 and R$1,490 respectively, and the consolidated contributions, R$1,565 and R$1,518, respectively.

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 September 30, 2005 the Foundation had a total of 22,135 participants (22,871 at June 30, 2005), of which 18,636 were active participants (19,418 at June 30, 2005).


b. Defined contribution plan

 

As from January 1, 2003, the Company began to adopt new supplementary social security plans under the defined contribution modality 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. The contributions made by the Company at September 30, 2005 and 2004 totaled R$1,644 and R$981 respectively. As of September 30, 2005 this plan had 11,176 participants (12,089 at June 30, 2005).



39

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





25 Subsequent events


a. Resumption of slaughter of cattle

 

Starting on October 1, 2005, the Company resumed the slaughter of cattle in the Várzea Grande (MT) unit, which was leased to third parties. The Várzea Grande unit has a slaughtering capacity of 1000 cattles per day (not reviewed by the auditors) and the major part of its production will be export.


b. Partnership for the slaughter and processing of chickens

 

On October 4, 2005, the Company signed an agreement with Frigorífico Nicolini, located in Garibaldi (RS), for the slaughter and processing of 140 thousand per day (not reviewed by the auditors) under Sadia’s brand, which production will be for export.



26 Additional information

The statements of cash flow and added value are presented as additional information to the financial information. As a result of the reclassification of the breeding stock, done in June 30, 2005, the statements of cash flows and added value as of September 30, 2004, were adjusted in order to reflect this reclassification and maintain comparability with the information as of September 30, 2005.


a. Statement of cash flow

 

The statement of cash flow was prepared by the indirect method based on accounting records in accordance with the instructions established in NPC 20 of the Brazilian Institute of Independent Auditors (IBRACON).



40

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)

  Parent company
Consolidated
 
September 30, 2005
September 30, 2004
September 30, 2005
September 30, 2004
Net income for the period
423,680
310,855
422,967
311,255
Adjustments to reconcile net income to cash
  generated by operating activities:
  Variation in minority interest
-
-
1,099
88
  Accrued interest, net of paid interest
(181,307)
23,969
(232,991)
65,177
  Depreciation, amortization and depletion allowances
132,719
140,593
133,785
141,165
  Amortization of Goodwill in acquisition of investments
7,246
-
7,246
-
  Equity in income of subsidiaries
(146,831)
12,423
184,256
2,994
  Deferred taxes
16,700
53,662
17,254
53,494
  Contingencies
9,196
(858)
9,421
(625)
  Disposal of permanent assets
3,373
1,522
3,366
1,518
Variation in operating assets and liabilities
  Trade notes receivable
236,443
240,484
(48,967)
124,890
  Inventories
(87,835)
(228,558)
(84,957)
(229,308)
  Recoverable taxes and others
(161,883)
(34,523)
(76,100)
(42,383)
  Judicial deposits
(1,217)
916
(1,217)
916
  Suppliers
7,900
31,647
11,990
28,457
  Advances from customers
671,873
(6,069)
-
-
  Taxes payable, salaries payable and others
44,846
(157,146)
(187,561)
(192,813)
Net cash generated by operating activities
974,903
388,917
159,591
264,825
Investment activities
  Funds from the sale of permanent assets
2,612
4,602
2,612
4,660
  Investments in subsidiaries
(29,702)
(1,088)
-
-
  Purchase of property, plant and equipment
(475,819)
(239,585)
(479,801)
(241,106)
  Portion paid in the acquisition of a subsidiary, net of cash
(54,021)
-
(54,021)
-
  Short-term investments
(272,156)
(738,618)
(1,411,660)
(2,237,759)
  Redemption of investments
242,041
800,098
1,262,219
52,390,01
Net cash from investment activities
(587,045)
(174,591)
(680,651)
(84,190)
Loans
  Loans received
635,700
923,050
1,981,258
1,187,822
  Loans repaid
(827,203)
(949,329)
(1,318,425)
(1,265,962)
  Dividends paid
(129,721)
(131,218)
(129,721)
(131,218)
  Purchase or treasury shares
(10,179)
-
(10,179)
-
 
(331,403)
(157,497)
522,933
(209,358)
Net cash from loans
  Cash at beginning of year
84,270
91,130
155,600
230,403
  Cash at end of year
140,725
147,959
157,473
201,680
Net increase (decrease) in cash
56,455
56,829
1,873
(28,723)
41

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



b. Statement of consolidated added value

 

The statement of added value presents generation and distribution of revenues as presented in the statement of income for the period. Said revenues were basically distributed among human resources, third-party capital, government and shareholders.

The statement of added-value was prepared based on the model provided by the Institute for Accounting, Actuarial and Financial Research of the University of São Paulo.

 
Consolidated
Nine months ended
 
2005
2004
Revenues/income
6,021,697
5,397,021
     
Revenues generated by operations
6,020,119
5,213,797
  Sale of products, goods and services
6,020,119
5,213,797
     
Income from third parties
1,578
183,224
     
  Other operating results
18
8,800
  Financial income
184,732
180,513
  Equity pickup
(184,256)
(2,994)
  Other nonoperating results
1,084
(3,095)
     
Raw materials acquired from third parties
(3,009,629)
(2,413,457)
     
Services rendered by third parties
(1,046,936)
(908,148)
     
Added value to be distributed
1,965,132
2,075,416
     
Distribution of added value
  Human resources
696,504
593,256
  Interest on third-party capital
(92,554)
260,278
  Government
792,611
765,328
  Shareholders (dividends)
55,977
51,349
     
Retention
512,594
405,205
  Depreciation/amortization/depletion
141,031
141,165
  Retained profits
365,890
259,817
  Others
5,673
4,223

42


Sadia S.A.

 


Board of Directors
 
Walter Fontana Filho
Chairman
 
Eduardo Fontana D´Ávila
Member
 
Osório Henrique Furlan
Member
 
Alcides Lopes Tápias
Member
 
Everaldo Nigro dos Santos
Member
 
Francisco Silverio Morales Cespede
Member
 
Marise Pereira Fontana Cipriani
Member
 
Norberto Fatio
Member
 
Romano Ancelmo Fontana Filho
Member
 
Sérgio Fontana dos Reis
Member
 
Vicente Falconi Campos
Member



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Sadia S.A.

 



Officers
Gilberto Tomazoni
Chief Executive Officer
Luiz Gonzaga Murat Júnior
Ernest Sícoli Petty
Chief Financial Officer and Investor Relations Director
Supply Director
Cláudio Lemos Pinheiro
Flávio Luís Fávero
Administrative and Controllership Director
Industrialized Production Director
Flávio Riffel Schmidt
Gilberto Meirelles Xandó Baptista
Information Technology Director
Internal Market Commercial Director
Alfredo Felipe da Luz Sobrinho
Guilhermo Henderson Larrobla
Institutional and Legal Relations Director
International Sales Director
Adilson Serrano Silva
José Augusto Lima de Sá
Human Resources and Management Director
International Relationships Director
Alexandre de Campos
Paulo Francisco Alexandre Striker
International Sales Director
Logistics Director
Antonio Paulo Lazzaretti
Roberto Banfi
Technology and Quality Guarantee Director
International Sales Director
Ricardo Fernando Thomas Fernandes
Valmor Savoldi
Grain Purchase Director
Planning, Logistics and Supplies Director
Sérgio Carvalho Mandin Fonseca
Ronaldo Korbag Muller
National Sales Director
Poultry Production Director

* * *

Jairo Aldir Wurlitzer Giovanni F. Lipari
Accounting Manager Accountant
CRC/SC 13.937 CRC 1SP201389/0-7



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