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 August 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: Aug 23, 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
Six-month period ended
June 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)

Six-month period ended June 30, 2005



Contents

Independent accountants' review report

Balance sheets

Income statements

Notes to the interim financial information

 

 

 







5

6-7

8

9 - 47



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 six-month period ended June 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 changes 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.


July 22, 2005

KPMG Auditores Independentes
CRC 2SP014428/O-6

 

 

Adelino Dias Pinho
Accountant CRC SP097869/O-6-S-SC


5

Sadia S.A.

Balance sheets (Unaudited)

June 30, 2005 and March 31, 2004

(In thousands of Reais)


  Parent company
  Consolidated
Assets June 30,
2005
March 31,
2005
  June 30,
2005
March 31,
2005
Current assets:        
  Cash and cash equivalent
87,598
70,446
106,638
168,623
  Short-term investments
458,642
271,22
1,836,847
1,550,064
  Accounts receivable from future contracts
261
268,440
23,084
279,324
  Trade accounts receivable
483,317
590,738
520,602
396,251
  Inventories
1,178,352
1,184,854
1,201,533
1,227,291
  Recoverable taxes
174,876
171,073
179,681
193,539
  Deferred tax credits
16,084
19,159
17,348
20,681
  Other credits
56,760
55,834
66,580
78,908
   
   
2,455,890
2,631,764
3,952,313
3,914,681
Noncurrent assets:
  Long-term investments
76,639
364,578
76,639
364,578
  Recoverable taxes
86,565
80,662
86,565
82,065
  Deferred tax credits
71,428
72,782
71,428
77,378
  Judicial deposits
79,224
77,621
79,330
77,785
  Related parties
153,160
1,107
-
-
  Other credits
26,828
29,963
27,522
31,117
   
   
493,844
626,713
341,484
632,923
Permanent assets:
  Investments
903,570
920,934
81,628
82,559
  Property, plant and equipment
1,301,981
1,191,317
1,305,172
1,218,316
  Deferred charges
57,548
48,710
58,203
49,413
   
   
2,263,099
2,160,961
1,445,003
1,349,288
   
  Total assets
5,212,833
5,419,438
5,738,800
5,897,892
See the independent accountants' review report and the accompanying notes to the interim financial information.

6

 

Sadia S.A.

Balance sheets (Unaudited)

June 30, 2005 and March 31, 2004

(In thousands of Reais)

  Parent company
  Consolidated
Liabilities and shareholders' equity June 30,
2005
March 31,
2005
  June 30,
2005
March 31,
2005
Current liabilities:
  Loans and financing
1,089,946
1,059,820
1,532,635
1,532,657
  Accounts payable from future contracts
-
273,303
10,432
276,913
  Trade accounts payable
558,152
621,733
569,797
643,526
  Advances from customers
404,765
327,309
-
-
  Salaries, social charges and accrued vacation payable
112,185
90,806
113,430
95,690
  Taxes payable
24,712
21,381
27,426
26,453
  Dividends payable
48,149
607
48,149
607
  Employees' profit sharing
13,224
8,296
14,109
8,455
  Other accounts payable
120,487
122,805
138,733
143,366
   
2,371,620
2,526,060
2,454,711
2,727,667
Noncurrent liabilities:
  Loans and financing
578,670
835,889
1,143,807
1,113,296
  Employee benefit plan
78,002
82,576
78,002
82,576
  Provision for contingencies
65,272
57,851
67,566
65,680
  Deferred taxes
13,080
10,833
13,080
14,106
  Related parties
117,520
-
-
-
  Other accounts payable
16,474
16,800
16,451
16,787
   
869,018
1,003,949
1,318,906
1,292,445
Minority interest in subsidiaries
-
-
(823)
(641)
Shareholders' equity:
  Capital
1,500,000
1,000,000
1,500,000
1,000,000
  Profit reserves
292,373
767,441
292,373
767,441
  Treasury stock
(1,189)
(198)
(1,189)
(198)
  Retained earnings
181,011
122,186
174,822
111,178
   
1,972,195
1,889,429
1,966,006
1,878,421
  Total liabilities and shareholders' equity
5,212,833
5,419,438
5,738,800
5,897,892
See the independent accountants' review report and the accompanying notes to the interim financial information.

7

Sadia S.A.

Income statements (Unaudited)

June 30, 2005 and 2004
(In thousands of Reais, except for information on shares)


Parent company
Consolidated
Three months ended
Six months ended
Three months ended
Six months Ende
June 30,
2005
June 30, 2004
June 30, 2005
June 30, 2004
June 30,
2005
June 30, 2004
June 30, 2005
June 30, 2004
Gross operating revenue:                
Domestic market
980,460
864,697
1,943,042
1,702,870
980,251
866,940
1,975,474
1,707,251
Foreign market
976,925
811,489
1,764,976
1,488,884
1,064,159
907,685
1,971,515
1,706,066
 
1,957,385
1,676,186
3,708,018
3,191,754
2,044,410
1,774,625
3,946,989
3,413,317
Sales deductions:
Value-added tax on sales and sales deductions
(205,823)
(196,159)
(415,465)
(375,727)
(242,468)
(230,907)
(503,189)
(448,767)
Net operating revenue
1,751,562
1,480,027
3,292,553
2,816,027
1,801,942
1,543,718
3,443,800
2,964,550
Cost of goods sold
(1,343,429)
(1,049,772)
(2,539,207)
(1,967,557)
(1,324,501)
(1,052,897)
(2,545,301)
(1,994,355)
Gross profit
408,133
430,255
753,346
848,470
477,441
490,821
898,499
970,195
 
(7.696)
(6.411)
(13.215)
(13.512)
(7.383)
(7.740)
(13.860)
(23.827)
Operating income (expenses):
Selling expenses
(291,491)
(251,392)
(540,271)
(439,316)
(314,451)
(287,258)
(601,551)
(513,326)
Administrative and general expenses
(15,738)
(16,026)
(32,291)
(32,347)
(15,738)
(16,396)
(32,291)
(32,717)
Financial income (expenses), net
62,576
(27,129)
27,474
(73,021)
175,335
(126,540)
167,183
(178,229)
Other operating income/expenses - Net
(7,696)
(6,411)
(13,215)
(13,512)
(7,383)
(7,740)
(13,860)
(23,827)
Equity in income of subsidiaries
14,525
(40,376)
78,722
(30,148)
(139,531)
39,742
(135,460)
44,848
Operating income
170,309
88,921
273,765
260,126
175,673
92,629
282,520
266,944
Nonoperating income (expense)
(41)
(406)
4,147
(1,158)
(48)
(446)
4,129
(1,199)
Income before income and social contribution taxes
170,268
88,515
277,912
258,968
175,625
92,183
286,649
265,745
Current income and social contribution taxes
(22,535)
(19,163)
(22,535)
(27,801)
(23,070)
(20,324)
(23,679)
(29,977)
Deferred income and social contribution taxes
(7,999)
(2,136)
(18,389)
(36,222)
(8,257)
(2,739)
(18,887)
(37,306)
Net income
139,734
67,216
236,988
194,945
144,298
69,120
244,083
198,462
Minority interest
-
-
-
-
255
57
1,043
68
Controlling shareholder equity interest
139,734
67,216
236,988
194,945
144,553
69,177
245,126
198,53
Outstanding shares net of treasury stock (thousands)
682,476
682,696
682,476
682,696
682,476
682,696
682,476
682,696
Earnings per share - In Reais
0.20475
0.09846
0.34725
0.28555
0.21181
0.10133
0.35917
0.29080
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)

Six-month period ended June 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), and 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 approximately 700 products through 300 thousand sales points in the local market and exports to 100 countries distributed in Europe, Middle East, Eurasia, Asia, the Americas and third markets. The Company has 12 industrial units and 15 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 are 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.
 

11


Sadia S.A.

 

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





  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.
 
       
  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’s Deliberation 371/00.

 
       
  n. Reclassifications  
       
   
Management, aiming at better reflecting the accounting classification of the transactions involving breeding stock and bonuses for clients, made the following reclassifications in the quarterly information, inclusively retroactively for comparability of information:

i. Breeding stock in the amount of R$105,096 at June 30, 2005 (R$106,706 at March 31, 2005) from the inventory account to the property, plant and equipment account.

ii. Bonuses for clients in the amount of R$29,724 in the first six-month period of 2005 (R$31,987 in the first six-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 da Universidade de 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 June 30 and March 31, 2005, these investment funds were consolidated in the Company’s financial information as they had loans collateralized by its own financial assets.

 

13


Sadia S.A.

 

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





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:


    Shareholdings in % at
    June 30,
2005
March 31,
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
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 G.m.b.H.
100.00
100.00
  Qualy B. V.
100.00
100.00
  Sadia Japan Ltd.
100.00
100.00
   
Só Frango Produtos Alimentícios Ltda. (**)
-
100.00
(*) Joint - Ventures    
(**) Incorporated on April 29, 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

 
June 30,
2005
June 31,
2004
June 30,
2005
June 31,
2004
 
Financial information - Company
236,988
194,945
1,972,195
1,889,429
 
Elimination of unrealized profits on inventories in intercompany operations, net of taxes
(6,189)
(4,177)
(20,516)
(25,335)
 
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
245,126
198,53
1,966,006
1,878,421

4 Long and short-term investments  
Parent company
Consolidated
 
Interest%
(annual average)
June 30,
2005
March 31, 2005
June 30, 2005
March 31, 2005
Short-term investments
 
Local currency

   Investment funds

19.72
177,962
190,531
357,805
438,487

   Austrian Bonds indexed in Reais

17.75
256,755
-
256,755
-

   Treasury bills - LFT

17.47
-
36,319
-
36,319

   Others

7.65
                 93
             91
              93
                  91
 
434,810
226,941
614,653
474,897

15

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)

 
Parent company
Consolidated
Interest %(annual average)
June 30, 2005
March 31, 2005
June 30, 2005
March 31, 2005
Foreign currency
   Investment funds
8.02
-
-
1,037,052
866,375
   Interest-bearing current     accounts
2.80
-
-
160,744
164,394
   Swap contracts
23,832
44,268
23,832
44,268
   Interest change contracts
                  -
                  11
               566
                 130
23,832
44,279
1,222,194
1,075,167
Total short-term
458,642
271,220
1,836,847
1,550,064
Long-term investments
 
Local currency
   Austrian Bonds indexed in     Reais
17.75
-
246,657
-
246,657
   Treasury bills - LFT
17.47
49,803
85,655
49,803
85,655
   National Treasury Notes -    NTN
12.00
         24,499
          23,455
         24,499
             23,455
 
74,302
355,767
74,302
355,767
Foreign currency
   Swap contracts
           2,337
           8,811
          2,337
              8,811
 
2,337
8,811
2,337
8,811
 
           Total long-term
76,639
364,578
76,639
364,578
Long-term investments as of June 30, 2005 mature as follows:

Maturity
2006
2,337
2008
49,803
2010 onwards
24,499
 
76,639

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
June 30,
2005
March 31,
2005
June 30,
2005
March 31,
2005
Foreign:
   Subsidiaries
227,005
345,078
-
-
   Third-parties
171,735
126,554
440,557
274,880
   Advance on export contracts
(48,046)
           -
(48,046)
            -
        Sub-total
350,694
471,632
392,511
274,880
Domestic customers
143,166
126,361
143,174
132,573
(-) Allowance for doubtful accounts
(10,543)
(7,255)
(15,083)
(11,202)
483,317
590,738
520,602
396,251

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$100 million, through assignment of receivables from the Company’s exports. The cost of the operation is an average interest rate of 0,7% p.a. + LIBOR. As a form of significantly reducing credit risk (client and country), credit insurance is contracted covering 90% of the payments to the banks in case of delinquency. In June 2005, the assigned amount of outstanding receivables amounted to approximately US$ 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. This Fund has a total paid-in shareholders’ equity of R$195,000, and whose resources are allocated to the acquisition of Sadia S.A. domestic market receivables with a discounted cost equivalent to 95% of the CDI per senior quota. The receivables assigned to the fund have no recourse to the Company and the fund bears with the collection risk.

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
 
June 30,
2005
March 31,
2005
June 30,
2005
March 31,
2005
 
Finished goods and products for sale
363,497
387,594
384,413
415,516
Livestock and poultry for slaughter and sale
409,079
359,777
409,079
359,777
Raw materials
224,949
251,586
226,787
256,084
Work in process
51,909
63,868
51,909
71,401
Packaging materials
34,639
38,376
34,639
38,376
Storeroom
20,885
19,845
20,885
22,157
Products in transit
8,134
7,799
8,318
7,910
Advances to suppliers
54,785
45,643
55,028
45,704
Imports in transit
10,475
10,366
10,475
10,366
 
 
1,178,352
1,184,854
1,201,533
1,227,291

18

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





7 Recoverable taxes  

  Parent company
Consolidated
 
June 30,
2005
March 31,
2005
June 30,
2005
March 31,
2005
 
ICMS
112,551
87,604
113,927
108,267
COFINS
61,036
54,137
61,365
54,603
PIS
18,354
15,643
18,354
15,673
IPI
50,439
53,456
50,472
53,489
Income and social contribution taxes
19,004
40,838
22,064
43,509
Others
         57
         57
         64
         63
 
 
261,441
251,735
266,246
275,604
 
Short-term portion
174,876
171,073
179,681
193,539
Long-term portion
86,565
80,662
86,565
82,065

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
June 30, 2005
March 31, 2005
June 30, 2005
March 31, 2005
Deferred tax asset
Temporary differences
   Benefit plan
26,520
28,076
26,520
28,076
   Provision for contingencies
22,192
19,669
22,972
22,331
   Allowance for doubtful accounts
9,882
8,147
9,882
8,631
   Provision for loss on property, plant and equipment
4,634
4,648
4,634
4,648
   Employees' profit sharing
4,496
2,82
4,797
2,875
   Others
2,491
1,371
2,674
2,815
   Tax loss carryforwards and negative basis of social     contribution
13,908
23,693
13,908
25,166
   Summer Plan depreciation
3,389
3,517
3,389
3,517
        Total deferred tax asset
87,512
91,941
88,776
98,059
Short-term portion
16,084
19,159
17,348
20,681
Long-term portion
71,428
72,782
71,428
77,378
Deferred tax liability:
Depreciation on rural activities
13,080
10,833
13,080
14,106
       Total deferred tax liability
13,080
10,833
13,080
14,106
Net balance
74,432
81,108
75,696
83,953
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$13,908 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 principally 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
June 30,
2005
March 31,
2005
Accounts receivable
   Wellax Food Logistics C. P. A. S. U. Lda.
222,783
341,638
    Sadia Alimentos S.A.
1,790
884
    Sadia Uruguay S.A.
440
513
    Sadia Chile S.A.
1,992
2,043
227,005
345,078
Interest on shareholders' equity
    Concórdia C.V.M.C.C.
           -
   4,028
          -
4,028
Loans
    Wellax Food Logistics C. P. A. S. U. Lda.
152,457
-
    Sadia International Ltd.
(254)
(288)
    Só Frango Produtos Alimentícios Ltda.
-
439
    Rezende Óleo Ltda.
847
847
    Concórdia S.A. CCVMCC
55
54
    Rezende Marketing e Comunicação Ltda.
        55
        55
153,160
1,107
Supplier
    Só Frango Produtos Alimentícios Ltda.
           -
    5,122
 
-
5,122
Advances from subsidiaries
    Wellax Food Logistics C. P. A. S. U. Lda.
(520,264)
(325,018)
    Sadia International Ltd.
   (2,021)
   (2,291)
 
(522,285)
(327,309)

21

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



  Statement of Income
June 30,
2005
March 31,
2005
Sales
    Wellax Food Logistics C. P. A. S. U. Lda.
1,074,010
1,032,921
    Sadia International Ltd.
-
42,186
    Sadia Chile S.A.
6,610
4,508
    Sadia Alimentos S.A.
5,878
3,611
    Sadia Uruguay S.A.
2,499
2,311
    Só Frango Produtos Alimentícios Ltda.
       1,318
             -
 
1,090,315
1,085,537
Purchase of Goods
    Só Frango Produtos Alimentícios Ltda.
    16,030
             -
 
16,030
-
Net financial result
    Wellax Food Logistics C. P. A. S. U. Lda.
36,486
-
    Sadia International Ltd.
         314
      2,306
 
36,800
2,306

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
March 31, 2005
December 31, 2004
Sadia GmbH
100.00%
705,557
210,708
86,441
705,557
678,809
Sadia International Ltd.
100.00%
84,221
(4,180)
(15,238)
84,221
97,648
Concórdia S.A. CVMCC
99.99%
50,787
2,280
4,164
50,787
48,432
Rezende Óleo Ltda.
100.00%
1,138
(413)
(413)
1,138
1,138
Rezende Marketing e Comun.  Ltda.
99.91%
(25)
(3)
(2)
-
-
Só Frango Produtos  Alimentícios Ltda.
100.00%
          -
   5,654
   5,654
        -
  31,018
    Total in subsidiaries
80,606
841,703
857,045
Goodwill in acquisition of  investments
-
60,422
62,505
Other investments
         -
   1,445
    1,384
    Total investments of the       Company
80,606
903,570
920,934
Other investments of  subsidiaries/affiliates
-
18,671
18,671
Investments eliminated on  consolidation
(214,188)
(840,613)
(857,046)
    Total consolidated       investments
(133,582)
81,628
82,559

Changes of investments in the period

Shareholding result
 
Write-off
Provision for losses
Operating
Non-operating
Sadia GmbH
-
-
26,748
-
Sadia International Ltd.
-
-
(13,427)
-
Concórdia S.A. CCVMCC
-
-
1,204
1,151
Só Frango Produtos Alim. Ltda.
(31,018)
-
-
Rezende Óleo Ltda.
-
-
-
-
Rezende Marketing e Com. Ltda.
            -
  (1)
          -
        -
    Total
(31,018)
(1)
14,525
1,151

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$78,722 and a nonoperating income of R$1,884. In the consolidated statement it is represented by conversion losses in the amount of R$135,460 and a nonoperating income of R$1,878.

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 5 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.



11 Property, plant and equipment

  Parent company
 
Cost
Depreciation
Residual amount
 
 

Interest
(annualaverage)

June 30, 2005
June 30, 2005
June 30, 2005
March 31, 2005
 
Land
-
55,621
-
55,621
55,360
Buildings
4%
699,536
(318,442)
381,094
365,700
Machinery and equipment
15%
891,064
(519,992)
371,072
344,420
Facilities
10%
209,841
(116,379)
93,462
90,972
Vehicles
27%
12,073
(7,599)
4,474
4,592
Breeding stock
-
190,865
(85,770)
105,095
106,706
Forestation and reforestation
-
23,311
(7,583)
15,728
13,257
Others
-
1,693
(1,382)
311
378
Construction in progress
-
228,617
-
228,617
145,098
Advances to suppliers
      46,507
               -
   46,507
    64,834
 
 
2,359,128
(1,057,147)
1,301,981
1,191,317

24

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



  Consolidated

 
Cost
Depreciation
Net value
 
 
Average
Annual rate %
June 30,
2005
June 30,
2005
June 30,
2005
March 31,
2005
 
Land
-
55,725
-
55,725
55,725
Buildings
4%
700,245
(318,913)
381,332
374,687
Machinery and equipment
15%
893,497
(521,209)
372,288
359,042
Facilities
10%
210,097
(116,460)
93,637
91,806
Vehicles
27%
13,037
(7,765)
5,272
5,358
Breeding stock
-
190,865
(85,770)
105,095
106,706
Forestation and reforestation
-
23,311
(7,583)
15,728
13,257
Others
-
3,074
(2,103)
971
1,072
Construction in progress
-
228,617
-
228,617
145,691
Advances to suppliers
      -
     46,507
             -
    46,507
    64,972
 
 
2,364,975
(1,059,803)
1,305,172
1,218,316

a. The construction in progress is mainly represented by projects related to the industrial units expansion and optimization.
   
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$6,767 (R$4,792 in the period ended on June 30, 2004).
   
c.
In this quarter the Company disposed of the old administrative center of Granja Rezende for the amount of R$17.300, generating a gain of R$165, recorded as nonoperating income.


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 %
June 30,
2005
June 30,
2005
June 30,
2005
March 31,
2005
 
Preoperating expenses
25
132,240
(77,702)
54,538
46,268
Product development
20
8,164
(5,363)
2,801
2,334
Others
20
      349
    (140)
     209
     108
 
 
140,753
(83,205)
57,548
48,710
 
 
 
Consolidated
 
Cost
Amortization
Residual value
 
 
Rate %
June 30,
2005
June 30,
2005
June
30, 2005
March
31, 2005
 
Preoperating expenses
25
133,258
(78,158)
55,100
46,796
Product development
20
8,164
(5,363)
2,801
2,334
Others
20
      543
     (241)
       302
       283
 
141,965
(83,762)
58,203
49,413

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 amortization in the first six-month period of 2004 in the amount of R$ 5,828.


26

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



13 Loans and financing - Short-term

  Parent company
Consolidated
   
June 30,
2005
March 31,
2005
June 30, 2005
March 31,
2005
Short-term
   
Foreign currency
 
Financing of working capital obtained from financial institutions which are custodians of structured notes owned by the Company subject to LIBOR variation for 1-month deposits (3.34% in June 2005) plus interest from 0.10% to 0.20% p.a., guaranteed by its own titles
-
-
260,561
295,379
 
  Advanced collection relating to the receivables sold, with no interest
40,498
-
210,834
95,915
   
 
Advance on export contracts subject to LIBOR variation for 6-month deposits (3.71% in June 2005) plus interest of 3.22% p.a., guaranteed by promissory notes or sureties
71,641
107,035
71,641
112,262
 
 
Credit lines for the development of foreign trade, with interest rates from 2.00% to 4.15% p.a., guaranteed by promissory notes or sureties
-
-
6,179
15,317
   
  Currency swap contracts
14,116
5,626
14,116
5,626
  Interest rate swap contracts
       237
    1,347
      237
    1,347
   
   
126,492
114,008
563,568
525,846
Local currency
  Rural credit lines and working capital loans with interest of 8.75% p.a.
159,999
158,837
159,999
163,076
   
  Currency swap contracts
141,520
161,041
141,520
161,041
   
   
301,519
319,878
301,519
324,117
   
   
428,011
433,886
865,087
849,963

27

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)

  Parent company
Consolidated
   
June 30, 2005
March 31,
2005
June 30, 2005
March 31,
2005
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$76,775 is subject to interest at the rate of 8.52% p.a., and R$29,234 at 9.05% p.a., guaranteed by real estate mortgages
106,009
125,050
106,009
125,050
 
Export financing composed of prepayment in the amount of  R$ 229,068 subject to LIBOR variation for 6-month deposits (3.71% in June 2005) and interest of 7.68% p.a. and a line focused on incentives for foreign trade activities in the amount of R$ 5,613, plus LIBOR variation for 6-month and annual interest of 5.42% p.a., guaranteed by promissory notes or sureties
229,068
265,760
234,681
322,520
 
BNDES (National Bank for Economic and Social Development), credit lines for investments and exports, composed as follows: FINEM in the amount of R$10,534 subject to the weighted average of exchange variation of currencies traded by BNDES - UMBNDES and fixed interest of 3.50% p.a. and FINAME EXIM in the amount of R$385 subject to the weighted average of exchange variation of currencies traded by BNDES-UMBNDES and fixed interest of 3.86%, guaranteed by mortgage bonds and real estate mortgage
10,919
21,979
10,919
21,979
 
Financing of working capital obtained from financial institutions which are custodians of structured notes owned by the Company subject to LIBOR variation for 1-month deposits (3.34% in June 2005) plus interest from 0.10% to 0.20% p.a., guaranteed by its own titles
143,510
1,141
143,510
1,141
   
489,506
413,930
495,119
470,690
Local currency        
 
BNDES (National Bank for Economic and Social Development) credit lines for investments and exports, composed as follows: FINAME in the amount of R$ 7,635 subject to the Long-Term Interest Rate -TJLP (9.75% p.a. in June 2005) and interest of 3.30% p.a., FINAME-EXIM in the amount of R$ 140,325 subject to TJLP and interest of 3.89% p.a. and FINEM in the amount of R$ 17,083 subject to TJLP and interest of 3.49% p.a., guaranteed by mortgage bonds and real estate mortgages
165,043
210,113
165,043
210,113
 
PESA - Special Aid for Agribusiness payable in installments, subject to IGPM variation and annual interest of 9.76%, guaranteed by sureties
2,790
1,384
2,790
1,384
  Others
      4,596
       507
     4,596
        507
   
   172,429
  212,004
  172,429
   212,004
Short-term portion of long-term debt
   661,935
  625,934
  667,548
  682,694
            Total short-term
1,089,946
1,059,820
1,532,635
1,532,657

28

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





14 Loans and financing - Long-term

At June 30, 2005 the weighted average interest on short-term loans was 6.83% p.a. (7.47% p.a. at March 31, 2005).
  Parent company
Consolidated
   
June 30, 2005
March 31,
2005
June 30, 2005
March 31,
2005
   
Foreign currency
 
Export financing composed of prepayment in the amount of R$ 487,790, payable in installments up to 2010, subject to LIBOR variation for 6-month deposits (3.71% in June 2005) plus annual interest of 7.68% p.a, and a line focused on the incentive for foreign trade in the amount of R$ 570,750, subject to LIBOR variation for 6-month deposits plus interest of 5.42% p.a., guaranteed by promissory notes or sureties.
487,790
612,506
1,058,540
946,673
 
 
Financing obtained from financial institutions which are custodians of structured notes owned by the Company, subject to LIBOR variation for 1-month deposits (3.34% in June 2005) plus interest from 0.10% to 0.20% p.a., guaranteed by its own securities
143,510
162,677
143,510
162,677

 
IFC (International Finance Corporation) funding in foreign currency for investments in property, plant and equipment, of which R$76,775 is subject to interest at the rate of 8.52% p.a. and R$29,234at 9.05% p.a., guaranteed by real estate mortgages
106,009
125,050
106,009
125,050

29

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



  Parent company
Consolidated
   
June 30, 2005
March 31,
2005
June 30, 2005
March 31,
2005
 
BNDES (National Bank for Economic and Social Development), payable from 2005 to 2009, composed as follows: FINEM in the amount of R$34,773 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 EXIM in the amount of R$767 subject to the weighted average of the exchange variation of currencies traded by BNDES - UMBNDES and fixed annual interest of 3.86% p.a. guaranteed by mortgage bonds and real estate mortgages
35,540
53,283
35,540
53,283
 
  Currency swap contracts
6,416
3,981
6,416
3,981
   
   
779,265
957,497
1,350,015
1,291,664
Local currency
 
BNDES (National Bank for Economic and Social Development), credit lines for investments and exports, payable from 2005 to 2008, composed as follows: FINAME in the amount of R$14,493 subject to the Long-Term Interest Rate -TJLP (9.75% p.a. in June 2005) and interest of 3.30% p.a., FINAME-EXIM in the amount of R$202,789 subject to TJLP and interest of 3.89% p.a. and FINEM in the amount of R$45,469 subject to TJLP and interest of 3.49% p.a., guaranteed by mortgage bonds and real estate mortgages
262,751
316,625
262,751
316,625
 
 
PESA - Special Aid for Agribusiness payable from 2005 to 2020, subject to IGPM variation and annual interest of 9.76%, guaranteed by sureties
140,991
127,008
140,991
127,008
   
  Currency swap contracts
27,101
35,730
27,101
35,730
  Others
30,497
24,963
30,497
24,963
   
   
461,340
504,326
461,340
504,326
   
   
1,240,605
1,461,823
1,811,355
1,795,990
   
  Short-term portion of long-term debt
(661,935)
(625,934)
(667,548)
(682,694)
   
        Total long-term
578,670
835,889
1,143,807
1,113,296
The noncurrent portions of financings at June 30, 2005 mature as follows:


30

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)


Maturity
Parent company
Consolidated
 
2006
194,874
313,436
2007
72,246
72,246
2008
76,909
76,909
2009
57,055
127,567
2010 onwards
177,586
553,649
 
 
578,670
1,143,807

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.


31

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 June 30, 2005 an amount of R$ 79,224 (R$ 79,330 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
 
June 30,
2005
March 31,
2005
June 30,
2005
March 31,
2005
 
Tax proceedings
36,183
32,345
38,449
37,797
Civil proceedings
14,405
11,781
14,405
12,986
Labor proceedings
14,684
13,725
14,712
14,897
 
 
65,272
57,851
67,566
65,680


32

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





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$6,897, 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$18,174.

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$13,378.

d. 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.

e. Labor claims
There are approximately 1,700 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.


33

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)




17 Shareholders’ equity - Parent company

a. Capital
Subscribed and paid-in capital is represented by the following shares with no par value, at June 30, 2005 and March 31, 2005:
 
June 30,
2005
March 31,
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
(524,288)
(304,288)
 
Total outstanding shares
682,475,712
682,695,712

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 period
              -
             -
          -
   97,254
     97,254
 
Balances as of March 31, 2005
1,000,000
767,441
(198)
122,186
1,889,429
   Capital increase
500,000
(475,068)
-
(24,932)
-
   Interest on shareholders' equity
-
-
-
(55,977)
(55,977)
   Acquisition of shares
-
-
(991)
-
(991)
   Net Income for the period
             -
            -
           -
 139,734
   139,734
 
Balances as of June 30, 2005
1,500,000
292,373
(1,189)
181,011
1,972,195


34

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)






c. Treasury stock
The Company’s treasury stock consists of 524,888 preferred shares acquired for R$ 1,189 for future sale and/or use in the Plan for Granting of Purchase Options for Shares. At June 30, 2005 the market value corresponded to R$ 2,386.

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$4.55 per share at June 30, 2005 (R$4.41 at March 31, 2005). Net equity on that date was R$2.89 per share (R$2.77 at March 31, 2005).

e. Interest on shareholders’ equity
In a meeting held on June 23, 2005, the Board of Directors of Sadia authorized payment of interest on shareholders’ equity in the amount of R$0.07718 for each common share and R$0.08490 for each preferred share, gross of income tax at source. This interest will be attributed to the shareholders as an advance and on account of the results for the year in progress, and will be computed in the calculation of the minimum obligatory dividend that is approved in the next Annual General Meeting.

18 Plan for Granting of Purchase Options for Shares

In the Ordinary and Extraordinary General Meeting of April 29, 2005 the plan for granting of purchase options for shares was approved in its first phase for the officers of the executive committee of the Company. 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.


35

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)






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 can exercise his/her right to purchase the shares, will be three years as from the date of granting the option. 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 June 30, 2005 is presented as follows:


Date
Grant
Number
Price on the
date
of shares
grant date
Start
Final
06/24/05
2,200,000
4.55
06/23/08
06/23/10



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.



36

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)



20 Financial result
  Parent company
Consolidated
June 30,
2005
June 30,
2004
June 30,
2005
June 30,
2004
Financial expenses
   Interest
(108,996)
(114,693)
(116,952)
(183,299)
   Monetary variations - Liabilities
(5,039)
(26,198)
(13,296)
(32,797)
   Exchange variations - Liabilities
213,584
(100,560)
214,109
(122,935)
   Others
(19,748)
(27,964)
(26,865)
(39,432)
79,801
(269,415)
56,996
(378,463)
Financial income
   Interest
46,241
81,797
115,066
86,305
   Monetary variations - Assets
178
5,351
178
7,297
   Exchange variations - Assets
(108,625)
99,888
(19,413)
91,131
   Others
9,879
9,358
14,356
15,501
(52,327)
196,394
110,187
200,234
 
27,474
(73,021)
167,183
(178,229)
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
 
June 30, 2005
June 30, 2004
June 30, 2005
June 30, 2004
Income before tax and profit sharing
277,912
258,968
286,649
265,745
Interest on shareholders' equity
(55,977)
(51,349)
(55,977)
(51,349)
Income before income and social contribution taxes
221,935
207,619
230,672
214,396
Income and social contribution taxes at nominal rate-34%
(75,458)
(70,590)
(78,428)
(72,895)
Adjustment to calculate the effective rate
Permanent differences:
   Interest on shareholders' equity of subsidiaries
27,406
(9,872)
25,319
(10,882)
   Others
5,707
2,937
9,122
2,992
Provision for income and social contribution taxes on   foreign subsidiary
     1,421
    13,502
      1,421
   13,502
Income and social contribution taxes at effective rate
(40,924)
(64,023)
(42,566)
(67,283)

37

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 June 30, 2005 the Value at Risk (VAR) of the financial assets and liabilities, for one year, with a 95% of confidence rating, represents R$ 59,467 (not reviewed).

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. The nominal amounts of these contracts are not recorded in the financial information.

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 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 June 30, 2005, would give rise to a gain of approximately R$63,980.




38

Sadia S.A.

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


The Company’s exposure to exchange variation (mainly in US dollars) is shown below:
 
Consolidated
 
June 30,
2005
March 31,
2005
Assets and liabilities in foreign currency
   Cash and short-term investments
1,243,031
1,180,387
   Amounts receivable from futures contracts
23,084
279,324
   Trade accounts receivable
387,979
271,135
   Loans and financing
(1,913,583)
(1,817,510)
   Swap contracts (dollar for IDC)
315,906
477,328
   Suppliers
(37,012)
(36,768)
   Amounts payable for futures contracts
(10,432)
(276,913)
 
8,973
76,983
(IDC = Interbank Deposit Certificate)

Consolidated hedge contracts outstanding at June 30, 2005 with their respective payment schedules are as follows:
  Position Payment schedule
Derivative contracts
June 30,
2005
2005
2006
2007
2008
2010
Currency swap contracts
   Base value - R$
315,906
152,552
141,07
12,908
9,376
-
   Base value - US$
114,701
55,822
51,375
4,347
3,157
-
Receivables/payables
   Asset
26,169
13,664
12,505
-
-
-
   Liability
(189,153)
(92,725)
(88,224)
(4,752)
(3,452)
-
Rate swap contracts
   Base value - R$
621,975
222,407
-
-
-
399,568
   Base value - US$
264,625
94,625
-
-
-
170
   Amount receivable
566
247
-
-
-
319
   Amount payable
(237)
(237)
-
-
-
-
Futures contracts - US dollars
   Long position - US$
178,5
178,5
-
-
-
-
   Short position - US$
396,75
396,75
-
-
-
-
Future market contracts
   Receivable
23,084
23,084
-
-
-
-
   Payable
(10,432)
(10,432)
-
-
-
-

39

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$6,518 in the period ended June 30, 2005 (R$5,420 at June 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, which includes purchases in advance in harvest periods aligned with future market operations.


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.



40

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)




The market value of the derivatives at June 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
June 30, 2005
 
Book value
Market value
Cash and cash equivalents
106,638
106,638
Short-term investments - Local currency
688,955
688,955
Short-term investments - Foreign currency
1,224,531
1,229,416
Trade accounts receivable
535,685
535,685
Loans and financing
2,676,442
2,674,981
Suppliers
569,797
569,797
Future Contracts, net
12,652
12,652


41

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)






e. Financial indebtedness
  Consolidated
 
June 30, 2005
March 31, 2005
 
Currency
Currency
 
Local
Foreign
Total
Local
Foreign
Total
Assets
   Cash and cash equivalents
88,138
18,5
106,638
72,214
96,409
168,623
   Short-term investments
614,653
1,222,194
1,836,847
474,897
1,075,167
1,550,064
   Accounts receivable from future     contracts
           -
     23,084
     23,084
           -
  279,324
    279,324
          Total current assets
702,791
1,263,778
1,966,569
547,111
1,450,900
1,998,011
Long-term investments
   74,302
      2,337
    76,639
 355,767
      8,811
   364,578
         Total Financial Assets
777,093
1,266,115
2,043,208
902,878
1,459,711
2,362,589
Liabilities
    Short-term financing
473,948
1,058,687
1,532,635
536,121
996,536
1,532,657
   Accounts payable from future     contracts
-
10,432
10,432
-
276,913
276,913
    Swap contracts - short-term
253,557
(253,557)
             -
374,672
(374,672)
             -
         Total current liabilities
727,505
815,562
1,543,067
910,793
898,777
1,809,570
Long-term Financing
288,911
854,896
1,143,807
292,322
820,974
1,113,296
Swap contracts - long-term
  62,349
 (62,349)
             -
 102,656
 (102,656)
              -
        Total noncurrent liabilities
351,26
792,547
1,143,807
394,978
718,318
1,113,296
        Total Financial liabilities
1,078,765
1,608,109
2,686,874
1,305,771
1,617,095
2,922,866
Financial indebtness, net
(301,672)
(341,994)
(643,666)
(402,893)
(157,384)
(560,277)

23 Insurance (not reviewed)

 

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.


42

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)




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 June 30, 2005 and 2004, the parent company contributions totaled R$ 1,012 and R$970 respectively, and the consolidated contributions, R$1,039 and R$986, 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 June 30, 2005 the Foundation had a total of 22,871 participants (23,585 on March 31, 2005), of which 19,418 were active participants (20,159 on March 31, 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 June 30, 2005 and 2004 totaled R$1,071 and R$594 respectively. As of June 30, 2005 this plan had 12,089 participants (12,402 in March 31, 2005).



43

Sadia S.A.

Notes to the interim financial information (Unaudited)

(In thousands of Reais)





25 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, described in Note 3 n., the statements of cash flows and added value as of June 30, 2004, were adjusted in order to reflect this reclassification and maintain comparability with the information as of June 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).


  Parent company
Consolidated
 
June 30, 2005
June 30, 2004
June 30, 2005
June 30, 2004
 
Net income for the period
236,988
194,945
245,126
198,530
 
Adjustments to reconcile net income to cash generated by operating activities:
   Variation in minority interest
-
-
1,043
68
   Accrued interest, net of paid interest
(107,913)
77,742
(144,454)
100,390
   Depreciation, amortization and depletion allowances
88,601
91,778
88,861
92,121
   Equity in income of subsidiaries
(80,606)
29,036
133,582
(45,960)
   Deferred taxes
17,067
36,221
18,446
37,306
   Contingencies
8,411
2,519
8,582
2,669
   Disposal of permanent assets
1,578
803
1,578
798
 
Variation in operating assets and liabilities:
   Trade notes receivable
209,54
35,985
(170,997)
114,984
   Inventories
(153,227)
(189,229)
(136,862)
(234,204)
   Recoverable taxes and others
(177,334)
(22,885)
(191,322)
23,421
   Judicial deposits
(2,126)
280
(2,126)
280
   Suppliers
75,813
124,331
82,143
120,485
   Advances from customers
383,294
(3,842)
-
-
   Taxes payable, salaries payable and others
(4,355)
(116,873)
(7,912)
(68,836)

44

Sadia S.A.

 


  Parent company
Consolidated
 
June 30, 2005
June 30, 2004
June 30, 2005
June 30, 2004
Net cash generated by operating activities
495,731
260,811
(74,312)
342,052
 
Investment activities:
   Funds from the sale of permanent assets
1,267
1,142
1,267
1,200
   Investments in subsidiaries
(25,363)
(708)
-
-
   Purchase of property, plant and equipment
(286,111)
(148,431)
(288,247)
(105,993)
   Portion in the acquisition of a subsidiary, net of cash
(26,807)
-
(26,807)
-
   Short-term investments
(264,050)
(681,589)
(867,305)
(1,583,957)
   Redemption of investments
   242,041
   541,577
1,014,352
1,466,390
 
Net cash from investment activities
(359,023)
(288,009)
(166,740)
(222,360)
 
Loans:
   Loans received
421,372
822,016
1,103,407
988,320
   Loans repaid
(471,534)
(509,845)
(828,099)
(804,720)
   Dividends paid
(82,227)
(87,671)
(82,227)
(87,671)
   Purchase of treasury shares
(991)
-
(991)
-
 
(133,380)
224,5
192,09
95,929
 
Net cash from loans
   Cash at beginning of year
84,27
91,13
155,600
230,403
   Cash at end of year
    87,598
  288,432
  106,638
  446,024
Net increase (decrease) in cash
3,328
197,302
(48,962)
215,621

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.


45

Sadia S.A.

 


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
January to June
 
June 30,
2005
June 30,
2004
 
Revenues/Income
3,880,079
3,605,563
 
Revenues generated by operations
3,900,973
3,359,231
 
   Sale of products, goods and services
3,900,973
3,359,231
 
Income from third parties
(20,894)
246,332
 
   Other operating results
249
2,448
   Financial income
110,187
200,234
   Equity in earnings of subsidiaries
(133,582)
45,96
   Other nonoperating results
2,252
(2,310)
 
Raw materials acquired from third parties
(1,968,807)
(1,513,131)
 
Services rendered by third parties
(681,233)
(575,563)
 
Added value to be distributed
1,230,039
1,516,869
 
Distribution of added value:
   Human resources
447,019
379,614
   Interest on third-party capital
(73,352)
362,850
   Government
516,911
478,402
   Shareholders (Dividends)
55,977
51,349
 
Retention:
283,484
244,654
 
   Depreciation/Amortization/Depletion
88,861
92,121
   Retained profits
188,105
147,113
   Others
6,518
5,420


46
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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