Annual Report

Transcripción

Annual Report

Annual Report
Index
06
01
8
Letter from the Chairman
02
10
Highlights
03
Management
Board of Directors
Executive Committee
Organization Structure
04
20
Ownership Structure
05
The Largest Latin American IT Services Network
The Company
Business Segments
History
Subsidiaries
Human Resources
Quality Management
World-Class Credentials
SONDA and Transantiago
Investment and Financing Policies
Thousands of customers in Latin America
Business Alliances
06
The Information Technology (IT) Industry
36
Information Technology Market
07
Results 2007
Results in Chile
Results in Brazil
Results in Mexico
Results in OPAL (Others)
Prospects for 2008
08
The Company and its Subsidiaries
09
Financial Information
page
10
14
20
22
38
42
60
72
2007.
Highlights
Procwork
540
US$
million
100%
Acquisition
SONDA
SONDA made significant progress with its investment plan
2007-2009 with the acquisition of 100% of Procwork, a
leading company in Brazil in IT consulting services and
IT systems integration. Its incorporation within SONDA
strengthens the Company’s regional position with the
addition to its customer base of close to 700, and of more
than 3,600 highly-qualified professionals. The leadership reached by SONDA in the provision of IT
Services in Latin America reflects itself in unprecedented
figures for the Company: revenues of US$ 540 million
and EBITDA of US$ 98 million during 2007.
in revenues
IPSA
Although only a year has passed since its stock listing,
SONDA entered the list of the 40 most traded stocks
on the Santiago Stock Exchange (the IPSA index), with
a market capitalization over US$ 1,000 million.
1,000
US$
million
market capitalization
In 2007, SONDA becomes one of the principal
partners of SAP in Latin America.
SAP
439
US$
Revenues coming from
outside Chile in the
second half
Deals signed by SONDA during 2007 grew by 65% over
the year before, totaling contracts worth more than
US$439 million.
million
long-term contracts
SONDA successfully introduced the technology for
the new means of payment of the Santiago public
transportation system - the BIP! card - processing
more than 1,300 million transactions in the year.
07
50%
Annual Report SONDA
In line with its strategic plan, SONDA achieved to increase
the relative share of revenues originated out of Chile
in its consolidated sales, significantly increasing the
relative weight of Brazil, the largest technology market
in Latin America. Non-Chilean sales in the second half
of 2007 represented 49.5% of total revenues.
Highly-qualified professionals
00
Customer
3,600
page
700
BIP!
01.
Letter from the Chairman
Dear shareholders,
The year 2007 was a period of many challenges and considerable achievements. SONDA’s medium and long-term potential was strengthened
and, apart from the difficulties we had to overcome, the Company showed
strong bases for continuing to develop successfully in the future. The
Annual Report and Financial Statements of SONDA for the year ended
December 31, 2007 are therefore the reflection of excellent results that
enable us to look to the future with great confidence.
Annual Report SONDA
07
The new businesses awarded to SONDA in 2007 grew by 65% over the
year before, with contracts totalling US$ 439 million. Of these, US$ 305
million related to IT Services and Applications, including contracts with
companies like Consorcio Red Uno (Telmex) and Citibank-Banamex
One of the most relevant events of the year was undoubtedly the acquisition of 100% of the company Procwork, one of the most important
IT services companies in Brazil. The transaction, forming part of the
investment plan outlined at the time of our stock exchange listing in
November 2006, also brought formidable development and growth
opportunities, where the first beneficiaries were our own customers
and personnel, both in Brazil and the rest of the region. Our operation in
Brazil already contributed revenues of US$ 117.4 million in the first halfyear, representing 36.5% of that period’s consolidated revenues.
00
The financial statements show a net income of Ch$ 23,084 millon (US$
46 million). I cannot but express my satisfaction of having achieved
revenues in 2007 of US$ 540 million, a record for our Company.
in Mexico, or Petrobrás, Redcard, Embraer, Teleperformance y Sadia,
in Brazil. In this, I should praise especially the efforts of our commercial teams which have carried out an extraordinary job in working in
markets that are increasingly more competitive, without frontiers and
tremendously dynamic.
page
During the year, the Company made substantial progress in its development and consolidation strategy. Large-scale projects were carried
out, reaffirming its position, after 33 years of existence, as one of the
most complete and reliable information technology (IT) companies in
the whole continent, with a presence in nine countries and a relevant
volume of business in each one.
Procwork, was the achievement of the coveted desire to increase the
relative participation of the international area of the Company’s consolidated revenues. In the third quarter of 2007, revenues generated
from outside Chile already represented 50% of total revenues, a figure
that should increase with the organic growth of the subsidiaries and
the new planned acquisitions, the first of which will be a first-class
company in Colombia.
This, together with the sustained growth of our present business,
points to the objective of generating more value for our shareholders.
Its great acceptance by the market has enabled SONDA to become
part of the IPSA (the Chilean selective stock price index) in early
2008, occupying an outstanding place among the most actively-traded
companies in Chile.
But 2007 also brought us difficulties, mainly deriving from our participation as the technological operator of Transantiago. However, we believe
that this project, rather than weakening us, actually strengthened us.
Thanks to the unconditional work of each and every one of our engineers
and staff, we managed to successfully overcome the technical disputes,
which in fact were relatively minor, and face with firmness and maturity
the innumerable political and communicational problems.
We have not for one moment regretted becoming involved in Transantiago;
quite the opposite. We are convinced that there is no other company in
the world capable of carrying out a project of such scale and complexity
and we are proud and particularly gratified to be part of something as
important as the new Santiago public transportation system.
We will remain faithful to our mission of working with all our energy,
enthusiasm and skills in the process of the incorporation of information
technologies and innovation in the countries of Latin America. We
have the cash resources for continuing with our investment plans
which include new acquisitions in the most important markets.
In conclusion, and on behalf of the Company’s board of directors,
I have to thank very especially all the employees of SONDA for the
great effort made during the year. Without their commitment and
dedication, the achievements and good results shown would not
have been possible. The quality of our human team is our principal
pride.
I wish to extend this appreciation also to our shareholders for their
trust and support during the year, and to express to them my profound
satisfaction for the honor of presiding such prestigious company.
Thank you, everyone.
We are very optimistic about the future of the project. The agreements reached in early 2008 between the different players (including
Administrador Financiero de Transantiago, the banks, bus operators,
computer firms and government) show that there is a serious and real
commitment to make a success of this ambitious plan, which is what
the people and country need.
As a global company, we are certain of finding ourselves in an advantageous position for continuing to consolidate our business in
2008. This is despite a scenario that presents uncertainties from
the viewpoint of the global economy. Our commitment is to continue
creating value for our shareholders on the basis of professional and
efficient management.
Andrés Navarro Haeussler / President SONDA S.A.
page
00
Annual Report SONDA
07
02.
Highlights
Consolidated Net Income of SONDA 2004-2007
(figures in millions of constant Ch$ as of Dec. 31, 2007)
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
R:
CAG
10,513
5.9%
2004
30.0
%
21,715
12,227
23,084
10.8%
8.6%
6.1%
2005
2006
Net margin
CAGR
annual growth
2007
Consolidated EBITDA 2004-2007
Consolidated Operating Income 2004-2007
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
R:
CAG
27,508
21.1
%
48,834
35,116
31,813
15.4%
15.9%
2004
2005
18.2%
17.5%
2006
EBITDA margin
CAGR
annual growth
2007
Consolidates Sales of SONDA 2004-2007
270,000
250,000
230,000
210,000
190,000
170,000
150,000
130,000
R:
CAG
14.6
199,801
%
268,093
200,582
178,170
CAGR:
annual growth
2004
2005
2006
2007
50,000
40,000
30,000
20,000
10,000
0
R:
CAG
24.8
15,832
19,542
8.9%
9.8%
2004
2005
%
21,845
30,757
11.5%
10.9%
2006
2007
Operating margin
CAGR:
annual growth
SONDA’s sales by country
Distribution of personnel
Total: 9.262 emplayees as of December 31, 2007
57.8%
Chile
Opal
24.2%
Chile
27.5%
58.6%
Brazil
Brazil
Sales by Lines of Business
9.2%
Applications
63.0%
IT Services
27.8%
Platforms
2004-07
7.2%
07
Opal
México
Annual Report SONDA
8.1%
10.0%
011
México
page
6.6%
Claudia Pessoa / Director of Natura
“Our experience
with SONDA has been very positive”.
Natura / Brazil
“Through the relationship that we have built, we seek the continuous improvement of our services, for which we include a
permanent monitoring of its quality”.
NATURA
ONE OF THE MOST ADMIRED COMPANIES OF BRAZIL, LEADER IN THE INDUSTRY OF COSMETICS, PARFUMS AND
PERSONAL HYGIENE, AND ONE OF THE MOST VALUED BRANDS OF THAT COUNTRY. ITS PRODUCTS ARE SOLD
ALSO IN VARIOUS COUNTRIES OF LATIN AMERICA AND EUROPE, HAVING REACHED SIGNIFICANT GROWTH RATES. THEIR REVENUES FLANKED US$1,700 MILLION, WITH OVER 5,000 EMPLOYEES. 03.
Management
a. Board of Directors
Ensuring the interests of all shareholders, SONDA and its management The function of the Company’s management and performance is deassume full responsibility of carrying out the best practices related to legated to a chief executive officer by the board of the Company, who
corporate governance.
is responsible for all the company’s operations and to whom each of
the business and support units reports.
In order to correctly manage the organization, the Company is therefore
headed by a board of directors comprising nine members, who have been The ordinary shareholders meeting held on April 17, 2007 appointed
elected by the ordinary shareholders meeting for a period of three years. the members of the board for the new statutory period, as follows:
Board of directors meets monthly, and extraordinary meetings are held
in the event of special situations.
1
1 HÉCTOR GÓMEZ BRAIN
Director
Civil Industrial Engineer
Universidad Católica de Chile
Tax Id N°6.426.176-2
2
3
2 ANDRÉS NAVARRO
HAEUSSLER
Chairman
Civil industrial engineer
Tax Id N°5.078.702-8
4
3 MARIO PAVÓN ROBINSON
Director
Tax Id N°5.386.757-K
5
6
4 PABLO NAVARRO
HAEUSSLER
Director
Tax Id N°6.441.662-6
Directors’ Committee
SONDA, in accordance with clause 50 bis of the Corporations Law
18,046, has a Directors’ Committee consisting of three members of
the board, whose functions are those stated in the law.
Mario Pavón Robinson as the members of the Directors’ Committee.
At its meeting held on June 4, 2007, SONDA’s Directors’ Committee
appointed Segismundo Schulin-Zeuthen Serrano as its chairman and
Ramón Valdivieso Ríos, the Company’s legal counsel, as secretary.
The Company’s board, at its meeting held on April 25, 2007, appointed
Segismundo Schulin-Zeuthen Serrano, Ignacio Fernández Doren and
7
The Committee examined the respective quarterly financial statements
and proposed their approval to the board, established procedures for
the revision and approval of the Company’s transactions with related
parties and the up-dating of information relating to directors and senior
executives, and took note before the close of the year of the internal
control letter sent by the external firm of auditors.
8
5 SEGISMUNDO
SCHULIN-ZEUTHEN
SERRANO
Director
Civil Industrial Engineer
Universidad de Chile
Tax Id N°4.689.635-1
6 LUIZ CARLOS U.FELIPPE
Director
Economist, Universidad Católica de Sao Paulo, and
Business Administrator of the
Faculty Eduardo Prado
Tax Id N°10.188.505-2
7 IGNACIO FERNÁNDEZ
DOREN
Director
Civil engineer
Tax Id N°7.037.340-8
8 RAÚL RIVERA ANDUEZA
Director
Master of Business Administration
University of Stanford and Degree
in Economics, Macalester College,
USA
Tax Id N°6.460.793-6
015
The first one set the guidelines for carrying out the Committee’s own
tasks, agreeing to meet at least four times a year, on a day prior to
the board meeting for approving the Company’s quarterly financial
statements.
page
The Directors’ Committee met four times during 2007.
Annual Report SONDA
07
Activities of the Committee
b. Executive Committee
1 PABLO NAVARRO HAEUSSLER
Vice president
Tax Id N°6.441.662-6
2 RAÚL VÉJAR OLEA
Chief Executive Officer
Civil Electronic Engineer
and Master in Electronic
Engineering, Universidad Santa María
Tax Id N°6.580.740-8
3 ANDRÉS NAVARRO
HAEUSSLER
Chairman
Tax Id N°5.078.702-8
SONDA’s Executive Committee consists of the chairman, two directors,
the chief executive officer and two first-line managers. Its objective is
to support and strengthen the management on matters as important
as the design of strategies, investment plans and decisions, customer
satisfaction, business analysis and results, quality management, human
resources policy and marketing.
1
2
4 MARIO PAVÓN ROBINSON
Vice president
Tax Id N°5.386.757-K
3
4
5 OCTAVIO GÓMEZ COBO
Division Manager
Professional Degree from
Universidad de Concepción
Tax Id N°5.380.064-5
5
6
6 RAFAEL OSORIO PEÑA
Corporate Finance Manager
Tax Id N°7.923.570-9
page
017
Annual Report SONDA
07
The executives who are members of the Executive Committee are:
The directors Andrés Navarro H., Mario Pavón R., Pablo Navarro H. and Héctor Gómez B. are
also directors of the subsidiaries mentioned below, without receiving any remuneration for
such functions.
Directors’ Remuneration
(Thousands of pesos)
Directors
Andrés Navarro Haeussler
20072006
Per Diem - Others (*)
189,009 Per Diem - Others (*)
249,549 Mario Pavón Robinson
- 107,081 - 138,563 Pablo Navarro Haeussler
- 96,562 - 171,264
Segismundo Schulin-Zeuthen Serrano
Ignacio Walker Prieto (3)
10,333 - 8,784 -
7,421 - 8,822 -
Héctor Gómez Brain
9,382 - 11,730 - Raúl Rivera Andueza
5,659 - 9,767 - 10,326 - 10,754 - - 963 3,868 Ignacio Fernández Doren
Miguel Navarro Haeussler (1)
- -
Alejandro Ferreiro Yazigi (2)
- - Luis Carlos Utrera Felippe (4)
- - -
- 3,719 - - - Julio Solar Caamaño (4)
Total
46,840 392,652 54,688 - 559,376
(*) Includes remuneration received as directors who also perform executive functions within the
Company.
(1) The remuneration 2006 of Miguel Navarro relates to the month of January. The board was re-elected
at the ordinary shareholders meeting held on March 21, 2006.
(2) The director Alejandro Ferreiro Yazigi resigned on July 14, 2006.
(3) Ignacio Walker Prieto resigned on October 23, 2007 without a replacement having been appointed as
of December 31, 2007.
(4) The director Julio Solar Caamaño resigned on September 12, 2007 and Luiz Carlos Utrera Felippe
was appointed as his replacement.
Management remuneration The total remuneration received during 2007 by the executive committee of
SONDA and principal executives amounted to Ch$2,532 million. There were no
severance payments to senior executives during 2007.
Director
Name of company and position
Administradora de Activos Financieros S.A. (Chairman)
Fullcom S.A. (Chairman)
Microgeo S.A. (Chairman)
Novis S.A. (Chairman)
Orden S.A. (Chairman)
Servibanca S.A. (Chairman)
SONDA México S.A. (Chairman)
SONDA del Perú S.A. (Chairman)
SONDA Servicios Profesionales S.A. (Chairman)
Mario Pavón Robinson
Pablo Navarro Haeussler
Administradora de Activos Financieros S.A. (Director)
I-Med S.A. (Director)
Microgeo S.A. (Director) Novis S.A. (Director)
Orden S.A. (Director)
Servibanca S.A. (Director) Soluciones Expertas S.A. (SOLEX S.A.) (Director)
SONDA Ecuador S.A. (Director)
SONDA del Perú S.A. (Director)
SONDA Inmobiliaria S.A. (Director)
SONDA Servicios Profesionales S.A. (Director)
Tecnoglobal S.A. (Director)
Transacciones Electrónicas S.A. (Director)
Factoring General S.A. (Director)
Microgeo S.A. (Director)
Servibanca S.A. (Director)
Servicios Educacionales SONDA S.A. (Director)
SONDA Inmobiliaria S.A. (Chairman)
SONDA Servicios Profesionales S.A. (Director)
Tecnoglobal S.A.(Director)
Bazuca Internet Partners S.A. (Chairman)
I-Med S.A. (Chairman)
Transacciones Electrónicas S.A. (Chairman)
c. Organization Structure
SONDA’s organization structure is designed to assume a series of
corporate functions in addition to the functions pertaining to the
different business and support units.
The corporate functions are oriented to the definition and implementation of strategic decisions in different areas of action, producing the
generation of synergies and the alignment of the whole organization
with respect to the guidelines provided by the senior management,
both locally and regionally. These functions provide transversal support
for the different business units and cover matters related to marketing,
range of products, alliances, human resources, corporate finance and
performance control.
The different business units have been organized in such a way that they
can respond effectively and efficiently to customer needs, having a degree
of autonomy necessary for taking decisions quickly and flexibly.
Incentives Plan
Executive
Commitee
Incentives are an important factor within the organization.
The Company therefore has plans for remunerating its
executives in a variable way as a function of compliance with
annual objectives, individual performance and contribution
to achieving SONDA’s targets.
page
CEO
019
Board
Annual Report SONDA
07
The corporate organizational structure is shown below:
In addition, on October 23, 2007, the board, as agreed by
the extraordinary shareholders meeting of July 4, 2006
and the board meeting of December 19, 2006, resolved to
offer a group of principal executives the option to subscribe
and pay for Company shares related to the capital increase
agreed at that extraordinary meeting.
Corporate
Functions
Business
Units
Products and Alliances
Human Resources
Marketing
Corporate Finance and Reporting
04.
Ownership Structure
Ownership structure (As of December 31, 2007)
RUT
Shareholders
88.492.000-0
79.822.680-0
78.091.430-0
97.008.000-7
59.120.060-7
97.008.000-7
97.036.000-K
99.552.910-6
96.684.990-8
84.177.300-4
90.249.000-0
91.888.000-3
INVERSIONES PACIFICO II LTDA.
INVERSIONES SANTA ISABEL LTDA.
INVERSIONES ATLÁNTICO LIMITADA
CITIBANK N.A. ON BEHALF OF 3RD PARTIES (foreign investors)
INTERNATIONAL FINANCE CORPORATION
CITIBANK N.A. ON BEHALF OF 3RD PARTIES
BANCO SANTANDER CHILE.
INVERSIONES TECNOLÓGICAS S.A.
MONEDA S.A. AFI PIONERO INVESTMENT FUND
CELFIN CAPITAL S.A. CORREDORES DE BOLSA
BOLSA DE COMERCIO DE SANTIAGO BOLSA DE VALORES
CIA. DE INVERSIONES TRANSOCEANICA S.A.
OTHERS
TOTAL
Shares
Percentage
302,769,600
78,854,400
73,848,000
36,278,400
35,318,400
32,636,202
28,997,795
28,279,200
13,011,000
9,780,608
9,135,691
7,607,354
113,202,611
39.33%
10.24%
9.59%
4.71%
4.58%
4.24%
3.76%
3.67%
1.69%
1.27%
1.18%
0.98%
14.70%
769,719,261
100.00%
46
US$
Annual Report SONDA
07
million
was SONDA net income in
year 07
Dividend Policy
page
021
The shareholders meeting agrees on the amount of the dividend
by a majority, unless this be for less than 30% of the net income
for the year, in which case this requires unanimous approval
Dividends paid per share
2005 2004
No. of shares (*)
Earnings per share Dividends paid
2006
2005 2006
23,604,000 769,282,884
2007
2007
769,719,261 472.38
26.28 29.99 196.03 (1)
7.24(2) 7.88(3) Distributable Earnings ThCh$
Net income Amortization of negative goodwill
Accumulated earnings
(figures in pesos on the date of payment)
(*) Subscribed and paid shares
(1) Relates to distribution of net income for 2004, paid on April 15, 2005
(2) Relates to distribution of net income for 2005, paid on March 30, 2006
(3) Relates to distribution of net income for 2006, paid on April 30, 2007
Distributable earnings
2006
2007
21,714,578 23,084,371 (881,362) (48,213) 835,713 16,078,376 21,668,929 39,114,534 05.
The Largest Latin American IT Services Network
The Company
SONDA is the largest Latin American Information
Technology Services company. It has a base of more
than 5.000 customers in nine countries, including the
principal markets in the Region.
Its mission is to add value to its clients by means of the
best use of information technologies. Because of it, SONDA
has been characterized for the strong commitment with
its clients, trying to establish long-term relationships,
which requires to deliver consistently services and
products of quality. The Company seeks, develops and implements innovative
solutions for improving the productivity of a wide range
of private and public organizations, bringing technology
to the people. In its more than 33 years of life, it has
been the artifice of initiatives of great importance and
technical complexity, such as the new Chilean system of
identification, the measuring of environmental variables
in Santiago, the electronic health-attention insurance
contribution system, and traffic control systems in the
cities of Santiago and Sao Paulo.
INTEGRAL IT SOLUTIONS
IT SERVICES
Professional services and systems integration
IT outsourcing
IT management and support
APPLICATIONS
PLATFORMS
Its annual sales amounted to US$ 539.5 million (Ch$268,093 million)
in 2007 while its market capitalization as of December 31 exceeded
US$ 1,000 million. SONDA has successfully expanded into Latin America through the
merger and acquisition of companies, increasing market share and
significantly expanding its customer base. The Company has selectively acquired more than 20 companies in nine countries since the
1980s, making it the Latin American provider with the most complete
regional coverage.
MARKET LEADERSHIP
POSITION
NEARSHORE MODEL
ADVANTAGES
Leader in systems integration
Positioning in the top-level corporate market
Brand recognition
Geographical proximity
Similar time zone and language
Same culture
Less travel
Lower costs
98
540
US$
US$
million
was SONDA revenues in
year 07
million
was the EBITDA of SONDA
in year 07
SONDA is present in the three principal segments of this industry: IT
Services, the segment offering the highest value added and the best
growth potential; Applications, which consist of the development and
commercialization of software solutions; and Platforms, which relate
to the supply of technological infrastructure.
Lines of Business
Annual Report SONDA
07
SONDA’s offer is integral and covers IT Services, Applications and
hardware and software Platforms. The Company complements its development capacities with agreements and alliances with the principal
global suppliers of technology.
The extensive regional coverage of its services enables it to take advantage of the knowledge and experience accumulated in each of its
territories.
page
023
The Company has developed the ability to export and adapt its solutions and technological services to the reality in each country, obtaining
synergies in its operation and penetrating markets with large growth
potential.
Over the years, SONDA has managed to combine its own IT-world capacities with its knowledge of different industries and processes, allowing
it to add value to the businesses of its customers and provide them with
an optimum return on their investments in technology.
IT Services
Applications
Platforms
Outsourcing
Software solutions
Servers
IT management and support
Industry-specific solutions
PCs
Projects and systems
integration
Development of tailor-made software
Professional services
Specialized consultancy and advice
Implementation, support, maintenance and updating of versions
Platforms
Printers
Storage and back-up
Communications equipment
Basic software (data bases,
operating systems, etc.)
33.7%
of revenue growth in
year 2007
History
1974
1975 / 80
1981 / 85
1986 / 90
1991 / 95
1996 / 00
2001 / 05
2006
2007
Foundation of SONDA in association with Copec
Representation of Digital Equipment Corp.,
a successful American manufacturer in the
1980s (1978)
Start of internationalization: Peru (1984)
First integral outsourcing services contract
(National Savings and Loans Association)
Applications for AFPs (pension
funds) and ISAPRES (health
insurance entities)
Internationalization process
continues: Argentina (1986)
Ecuador (1990)
Applications for the
banking industry
Automation of horse-racing betting
Uruguay (1994). Check clearing processing services
Traffic control in
Santiago and Sao
Paulo
Pension fund solutions in
Argentina and Peru
Colombia (2000)
Launching of ERP
FIN700
Mobile telephony projects
in Brazil and Paraguay
Brazil (2002) Costa Rica (2003)
Mexico (2004) Electronic health
coupons ( I-med )
Stock market listing for
SONDA (November 3,
2006)
Acquisition of the Brazilian
company Procwork
Winery
solution
(Kupay)
Outsourcing service for
Telefónica CTC Chile
New Chilean identification
system (Civil Registry)
SONDA acquires Technical
Support Division of Qualita in
México
Pension funds
solution (Brazil)
Adjudication of the state of
Colombia’s procurement
system
Adjudication and implementation of large-scale projects in different countries, like Codelco, Pizarreño, AFT and SII in Chile,
Petrobrás, Teleperformance and Redecard in Brazil, Telmex
and Banamex in Mexico, and several Nigerian pension funds.
and with the constant economic,
Monitoring of environmental
variables in Santiago
Start of banking projects in Latin
American countries: Bandesco in
Perú
political, social and cultural
changes in the countries of the
region. This, added to a responsible and careful management,
Mobile telephony projects in
Argentina
Banking projects in
Indonesia, Thailand and
Taiwan
has enabled it maintain solid
growth over and above swings
in the market, the industry or
ownership changes, to become
SAP platform service
for Codelco
Solutions for health
providers
ChileCompra
Contract with
Petrobrás
Outsourcing for
tax collections
(Brazil)
Livestock traceability
(Uruguay)
Development of the
AFT project
For the first time, in the third quarter
the international operational revenues
surpass revenues in Chile
Automation of hospitals
in Argentina, Colombia
and Chile
High-value payments clearing in the financial
industry (ComBanc)
Pension funds solution
(Nigeria)
SONDA qualifies to enter
the IPSA (Chile’s selective stock price index).
Successful implementation of the BIP! card, new
means of payment for the
Transantiago.
the principal Latin American
network in IT Services.
Annual Report SONDA
abilities both in IT development
025
been marked by its adaptation
page
First ERP of SONDA (SGS management system)
07
SONDA’s business record has
First large systems integration project
(automation of the Civil Registry)
Dr.
Telmex / Chile
“Our experience with SONDA as one of our more important strategic partners in Chile has been of great value. To the quality of their
services, one must add the agility with which they attend us and the
personal and permanent contact that we have with their executives
and technical support engineers. In all these years, this has added
positively in our business processes”. TELMEX CHILE
CHILEAN SUBSIDIARY OF ONE OF THE LEADING TELECOMMUNICATIONS COMPANIES IN LATIN AMERICA, WITH
OPERATIONS IN MEXICO, ARGENTINA, BRAZIL, COLOMBIA, CHILE, URUGUAY, PERÚ AND UNITED STATES, AND
ANNUAL CONSOLIDATED BILLING OVER US$16,000 MILLION. TELMEX CHILE HAS HAD REMARKABLE GROWTH
AND BUSINESS DEVELOPMENT SINCE ITS ARRIVAL IN THE COUNTRY IN THE YEAR 2004.
Eduardo Díaz Corona / Chief Executive Officer Telmex Chile
“The experience to
have SONDA as strategic partner has been of great value for us”.
Subsidiaries in Latin America and Chile
SONDA directly and indirectly owns 100% of its subsidiaries in
Latin America. Besides, it has shareholdings in other subsidiaries
related to the IT industry.
SONDA S.A.
Company Sonda Argentina S.A. y Filial
Sonda do Brasil S.A. y Filial
Sonda de Colombia S.A. Sonda Tecnologías de la Información de Costa Rica S.A.
Sonda del Ecuador Ecuasonda S.A.
Sonda Pissa (México) S.A. de CV.
Sonda del Perú S.A.
Sonda Uruguay S.A.
Fonsorbes Participacoes Ltda.
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
CHILE
Company Acfin S.A.
Bazuca Internet Partners S.A.
Factoring General S.A.
Fullcom S.A.
I-Med S.A. y Filiales Microgeo S.A. y Filial Novis S.A.
Orden S.A. y sus Filiales Puerto Norte S.A.
Servibanca S.A.
Servicios Educacionales Sonda S.A.
Soc. Prod. y Serv. Redes Móviles Soluciones Expertas S.A.
SONDA Inmobiliaria S.A.
SONDA Servicios Profesionales S.A.
Tecnoglobal S.A.
Transacciones Electrónicas S.A.
SONDA
Holding
60.00%
100.00%
100.00%
97.00%
50.08%
71.17%
60.00%
100.00%
59.43%
86.75%
100.00%
90.00%
50.01%
100.00%
100.00%
100.00%
50.08% SONDA
Holding
100.00%
100.00%
100.00%
The executive staff have been with the Company for an average of
14 years; this reflects a broad experience and recognized reputation
in the IT industry. These executives have carried out large undertakings and actively contributed to the Company’s growth and its
regional expansion.
SONDA’s growing presence in nine countries of the region has
permitted a greater mobility of its executives and technicians,
substantially improving the Company’s know-how and contributing
to generating a unique corporate culture.
Brazil
Mexico
2,242
24.2%
10
4,910
507
5,427
58.6%
5
859
928
10.0%
665
7.2%
9,262
100,0%
64
*Opal
TOTAL
22
503
140
92
7.856
1,314
% by functions
Executives
1.0%
84.8%
14.2%
Engineers & technicians Administration, sales & operations
* Opal (other countries Latin American )
07
Annual Report SONDA
8000
7000
6000
5000
4000
3000
2000
1,584
603
029
As of December 31, 2007, the Company has a total of 9,262 employees
throughout Latin America, of which 7,856 are specialized engineers
and technicians who constitute the basis of a complete and broad
network of support and service for its customers.
55
Chile
Total country % by country
page
SONDA seeks to develop in an integral manner its staff, primary
basis for a good long-term relationship with customers.
(as of December 31, 2007)
1000
SONDA’s human resources policy is oriented to develop people in
the organization in both the professional and personal areas, as
well as forming motivated and highly-productive teams. All this
within a framework of a good working climate that contributes to
the integral development of all its staff.
Personnel
0
Human Resources
Quality Management
The quality management standards of SONDA are of an international
level. Thanks to the permanent investment in improving the services,
techniques and processes, the training and formation of its staff and
the introduction of practices, methodologies and new technologies have
enabled it to respond professionally and completely to the requirements
of its customers.
Principal Quality Credentials
ISO 9001:2000
Quality management system based on processes whose focus is
on continuous improvement and customer satisfaction.
It is fundamental and indispensable for the Company to strengthen the
development of the staff and their skills, improve productivity and work
quality, pillar that generates competitive long term advantages.
ITIL (IT Infrastructure Library)
A combination of best practices for IT service management.
SONDA’s quality management system is based on three fundamentals:
PMO (Project Management Office):
Quality methodology in project management.
PEOPLE Constant concern for training, service attitude to customers
and recognition of its staff.
CMMi (Capability Maturity Model Integrated):
Combination of the best practices for the development of software
products.
PROCESSES Incorporation of internationally-recognized mature
models.
TOOLS Information systems developed by SONDA that gather the
broad experience of more than 30 years in the provision of IT services
in Latin America.
World-class credentials
SONDA provides its services within high standards of quality and
consistency.
The Company in 2007 made constant investments that maintained
these high standards and industry best practices, this being coherent
with its commitment to provide quality services to its customers.
The principal global IT manufacturers recognize the high levels of
service quality provided by the Company to its customers.
page
031
Annual Report SONDA
07
1,300
million
transactions with the
Bip! Card
SONDA and Transantiago
It is a fundamental part of SONDA’s work to undertake projects involving important technological innovation that represent long-term
recurring revenues and have a positive impact on the companies or
society. These were the motivations that led the Company to participate
in the Transantiago project, the new public transportation system of
Santiago city.
In previous years, SONDA’s own abilities plus those of specific partners
in the projects it undertook enabled it to acquire valuable experience in
projects like the automation of traffic lights in Santiago, the modernization
of the Chilean identification system or the construction and operation
of the state electronic procurement portal called ChileCompra.
SONDA acts as technological operator of Administrador Financiero de
Transantiago (AFT), an entity formed by large local financial institutions
to provide services for the new transportation plan for the capital.
In its search for suppliers having the technical, organizational and
financial capacities required for a project of this size, AFT chose SONDA,
asking it also to take a minority stake in the company.
The technological operation services contract between AFT and SONDA
basically consists of:
• Payments system: Includes control machines for capturing
transactions with the Bip! card, tariff integration and processing
in a clearing system involving the metro and the card recharging
points.
• Fleet Exploitation Support System (SAEF).
• Technological equipping for a total (originally) of 4,515 buses,
computers (or concentrators) and aerials at the bus terminals, fixed
and wireless communications system, and central computers. The
equipping of buses consists of sophisticated elements of which the
“heart” is the on-board or MTC computer which includes GPS.
• A combination of support services for the normal operation.
Soon before the start-up of the new system, the authority decided to
gradually increase the fleet of buses, which a few months afterwards
had grown by 43%. This situation meant a large challenge for SONDA
implying the generation of a technology that could accompany these uncontemplated modifications but which were necessary for progressively
improving the quality of service of the public transport.
In particular, at the end of the first operation period of Transantiago,
very especially notable was the performance of the Bip! card, the new
means of payment of the transportation system that has worked robustly, both in its use in controlling machines for recording transactions
and in the sale and recharging of cards, unloading of transactions and
transmission of the data to the central computers, and processing the
so-called Clearing for payment to the operators. As of December 31,
2007, 1,300 million transactions had been processed, successfully
passing demanding tests by external auditors.
Transantiago is a unique project in the world, which integrates with a
means of payment to multiple transport operators, including the metro.
It is the most sophisticated and ambitious systems-integration project
developed in Chile, not only for the level of investment required until
now, but for all it has meant in generating a technological solution in
which multiple component and various suppliers are integrated.
During 2007, and despite the excellent functioning of the Bip! card,
SONDA had to face innumerable difficulties, most of which were
outside its scope of competence. Apart from the adjustments that any
new system requires in its implementation stage, the situation of this
project has been particularly amplified as a result of modifications
made to the original design.
In addition, SONDA had to assume a series of important tasks vital to
the operation of the system and which were not included in the tender
bases or contracts. These include the equipment and technological
upgrading of the pay zones, the daily determination of the Program
Compliance Index (ICP) requested by the Ministry of Transport and the
development of a “synoptic” system for controlling fleets.
Transantiago should be seen from two optical, a real one, which is the one
described previously, and another media one. This last one has covered
diverse political and communication spheres, in which SONDA has been
treated very unfairly. Nevertheless, doubts concerning where the main
responsibilities lie in the difficulties in the design and implementation
of the new transport plan have been clearing over time.
SONDA has placed its best skills in the development of this project, which
would not have been possible to implement without the Company´s
contributions. Based on this and the degree that the corrective actions
being taken by the authority so that the new capital transportation plan
achieves a level of service of the quality that the population expects,
SONDA will once again have contributed significantly to the improvement of the quality of life of the citizens through the introduction of
new technologies.
07
Annual Report SONDA
in the Transantiago project which amount was mostly in software
development and the acquisition of equipment, software and services
for the installation and start-up of the technological system.
However, for the Fleet Exploitation Support System, being an on-line
system and there being a significant proportion of the fleet without onboard computers, it was impossible to perform the work foreseen in the
original project. This caused it to receive unjust criticisms suggesting
that the technological system was not working.
033
Between 2006 and 2007, SONDA has invested close to US$100 million
page
The role of SONDA is that of integrator of solutions and services, under
which it chose specialized suppliers. Among the most important is
Siemens, a global company with world-class credentials and a vast
experience in technological systems for transport.
In this situation, SONDA’s engineers managed to design and introduce
complementary solutions that enabled the payments system, vital in
an integrated-tariff transport system, to operate properly. These solutions included equipping the additional buses incorporated partially
into the fleet with control machines but without on-board computers
as the manufacturers’ delivery time for the required new equipment
is around 6 months.
49
of progress
of the investment plan
in its first year of
implementation
%
Investment and Finance Policies
Investment Policy
SONDA is continuously analyzing new investment opportunities related
to the development of IT businesses, both in the countries where it is
currently operating or in markets not yet explored.
However, and despite SONDA having contemplated continuing its expansion strategy in Latin American markets, this should not translate into
higher debt levels. Its principal investments will be financed through the
use of funds generated by the business and the proceeds of the capital
increase made in 2006.
It is expected that an increase in revenues from the businesses under
development (which in 2006 and 2007 have required greater working
capital funds) will strengthen net operating cash flows.
The Company uses as a basis for assessing the convenience of an
acquisition the following aspects, among others:
• Financial evaluation
• Portfolio of customers and contracts that permit the expansion of the customer base, cross selling and recurring revenues.
• Customers’ perception of the company’s services.
• Capacity and commitment of the principal executives and
profesionals and their willingness to remain in the organization.
• Geographical presence.
• Possibilities of synergy.
• Management style.
Finance Policy
SONDA stands out from among its peers for having an effective financial
flexibility related to a good funds-generation capacity, a satisfactory
debt repayment structure and a balance of cash and cash equivalents at
December 2007 of US$122 million. This figure includes the Company’s
share in the SONDA Private Investment Fund, managed by Moneda
Asset Management, whose investments are in cash, mutual funds and
Chilean and foreign fixed-income securities.
The principal bank loans have quarterly and semi-annual repayments
of principal so the Company does not face a high concentration of debt
maturities.
The bank loan agreements contain covenants concerning the level of
debt and net financial debt coverage to EBITDA, with which the Company
is comfortably in compliance.
The liabilities of SONDA with the financial system are generally taken
at fixed interest rates and occasionally at floating rates. SONDA currently has a syndicated loan with the banks BCI, Estado and Security
whose principal outstanding as of December 31, 2007 is UF 316,600.
This loan carries a rate of TAB 180, plus a fixed spread with quarterly
repayments and its remaining term to maturity is 9 months.
In addition, SONDA has a loan subscribed in February 2006 for Ch$31,349
million (US$58.9 million) with the banks Santander, BCI and Estado
(historic amounts). This loan has a four-year term, is peso-denominated
at a fixed rate with semi-annual repayments, and its maturity is in 2010.
The purpose of this loan has been to finance the acquisition of assets
related to the technological operator contract with AFT (Administrador
Financiero del Transantiago).
The rest ofr investment decisions are taken in accordance
with the corporate general investment policy which states that
these should be presented by the business units in their annual
operating plans. Investments outside the plan are presented
and analyzed together with the corporate finance management
and submitted for approval by the board.
The main purpose of SONDA’s financial investments is to maintain an adequate level of surpluses for covering its short-term
cash needs and these are generally made through purchases
of fixed-income securities.
SONDA and its subsidiaries do not participate in businesses
of a speculative nature so the taking of positions in financial
derivatives like forwards, futures, swaps, options or others does
not form part of SONDA’s business. However, when justified,
the Company may take positions in financial instruments in
order to hedge its exchange or interest-rate exposures arising
from its normal course of business. In any event, natural or
Annual Report SONDA
On the other hand, investment decisions in research and
development (R&D) are related to the development of new
software products, together with the evolution of the present
ones and permanent updating of its professionals in the latest
technologies required for the performance of their work.
035
Most of the financial debt is concentrated on the parent company
and is denominated in local currency with long-term maturities and
fixed interest rates. SONDA has no secured debt and its exposure as
guarantor of subsidiary companies is insignificant.
In recent years, the focus of SONDA’s acquisitions has been on
companies whose principal business is the provision of technical
support services, IT outsourcing and systems integration.
page
The Company has maintained a satisfactory liquidity position, with large
available funds (cash and liquid assets) compared to its short-term cash
needs and has therefore not needed to face the risks of refinancing
significant amounts of debt.
07
Added to this, the strengthening of its equity base has enabled it to finance
its investment plan without increasing its stock of financial debt.
439
US$
millon
in new contracts signed in
the year 07
operating hedges are always preferred.
from its normal course of business. In any event, natural or operating
Thousands of Customers in Latin America
SONDA’s services have been characterized for their excellence
and professionalism which has permitted it to maintain long-term
relationships with most of its customers, which today amount to more
than 5,000 in all Latin America.
Sector and regional diversification has also helped it to considerably
reduce its dependence on its individual sales. The 5 largest customers
of SONDA generated during 2007 sales that represented just a fifth of
total consolidated sales, while the 50 largest customers generated
sales representing 43% of total consolidated sales.
The broad spectrum of services that the Company is able to provide gives
it a larger volume of potential business opportunities and long-term
relations. The strong commitment with its customers and the integral
offer of products and services have enabled it to cultivate relations that
are shown in the high rate of contract renewals and recurrence in its
sales of close to 70%.
SONDA’s customers include global and Latin American companies with
a strong regional presence. There is also a large number of public deals
in the countries where we operate which, through competitive tenders,
have been awarded to SONDA for the execution of large projects related
to state modernization.
SONDA sales by business sector
Natural Resources
17.5%
0.0%
2.4%
1.0%
10.0%
0.9%
1.8%
3.6%
Health
39.0% Manufacturing
9.6%
3.2%
2.6%
6.3%
Others
1.3%
10.2%
13.2%
4.5%
19.6%
19.8%
Government
Financial
48,6%
19.7%
16.3%
0.8%
2.2%
20%
6.4%
14.4%
40%
12.0%
29.7%
60%
42.0%
80%
Commercial
100%
10.2%
22.2%
8.9%
Telecommunications
(as of December 2007)
0%
Chile
Brazil
Mexico OPAL
65
%
SONDA also reaches occasional agreements with technological leaders,
depending on the particularities of the projects in question, seeking
the best supplier for each need. SONDA has signed such agreements
with manufacturers like Microsoft, HP, IBM, SAP, Cisco, Autodesk, Intel
Oracle, Sun, Symbol, Siemens, De la Rue and Montran.
29.4%
19.5%
Commercial
Financial
13.1%
Manufacturing
11.4%
Government
7.6%
5.6%
3.3%
10.1%
100%
80%
60%
40%
20%
0%
Consolidated
Telecommunications
Natural Resources
Health
Others
*Approximate figures
037
SONDA has long-term commercial and collaboration agreements with the
world’s principal technological suppliers. Through these, the Company
is kept up to date in the state of the art in IT and in its incorporation
and use in different industries, and has access to the latest innovations
and trends. Apart from the regular updating of its offer of products and
services, these relations give it expedite access to specialized high-level
support in different technological platforms.
page
Business Alliances
Annual Report SONDA
07
increased the
volume of new contracts
signed in year 07
06.
The Information Technology Industry
Information Technology (IT) industry has been highly important in the
modernization and efficiency of all sectors of society.
The mass introduction of these tools has strongly affected the structure
and dynamics of economic and social processes, redefining the ways
of producing, selling and competing in practically all the productive
sectors of goods and services. It has also influenced the education,
interaction and communication between people and entities in society,
and in all government actions.
Now nobody can remain outside the incorporation and use of new
technologies. The benefits it brings are extremely relevant. Among
others, it increases the production and quality of goods and services,
enlarges the productivity and competitiveness, creates new business
opportunities, facilitates communications, permits equal access to
information and knowledge, and contributes to raise the quality of
life of the people.
Overall, Latin America invested more than US$ 51,000 millon during
2007, 23.2% more than in 2006. Of this, 74% came from the private
business sector, 19% from the residential sector and 7% from the
public sector.
In the particular case of Chile, IT investment grew by 21.6% in 2007 to
US$ 2,688 millon. This growth was greater than that of national Gross
Domestic Product (GDP) in the same period, thus showing the important activity of the sector in recent times and its relative importance
in the local economy.
An even more positive scenario is expected for 2008. According to IDC,
IT expenditure in Latin America will reach US$ 57,660 million, showing
a 12.8% of increase over 2007.
Japan
USA
Europe
GDP per capital (US$)
As the development level increases, a greater investment in IT services
and solutions takes place. In less than ten years, Latin America has
become the second-fastest growing region in the world of IT, after
Eastern Europe, with significant increases in the services segments,
particularly IT outsourcing and professional services. Brazil and Mexico
are the leaders, with investments of around US$23,500 million and US$
11,300 million respectively.
Technological Solutions Penetration
Mexico
Chile
Latin America
0,5%
1,0%
1,5%
Brazil
2,0%
2,5%
Source: IDC (International Data Corporation ) and World Bank 2005
3,0%
3,5%
07
SOFTWARE OR APPLICATIONS: This is oriented to Software Solutions development and
services. Includes software solutions development to order, implementation, support,
maintenance and updating of versions.
USA
Europe
43%
Applications
25%
32%
35%
41%
45%
20%
Japan
41%
46%
53%
34%
39%
15%
18%
Brazil
Chile
Mexico
53%
Platforms
Source: IDC 2005
0%
13%
20%
27%
40%
31%
60%
16%
80%
12%
Composition of IT spending
IT Services
60%
100%
Asia Pacific
PLATFORMS: Relates to hardware and software technological infrastructure. This includes
servers, PCs, printers, storage and back-up equipment, communications equipment and
base software (data bases, operating systems, etc.), among others.
Annual Report SONDA
IT SERVICES: This covers a wide range of options including externalization or outsourcing
of services, IT management and support, projects and systems integration, professional
services and consulting. It is the fastest-growing area globally and in which technology
companies can add greater value for the customer
039
The IT industry is divided into three large segments:
page
Information Technology Market
Engineer Ricardo Cano Baltazar
/ Administration and IT Control Manager
“SONDA gives us confidence”.
Minera México
/ México
“Our users are located in very remote regions of Mexico. We have
trusted in SONDA to provide us with On-site support services,
obtaining high levels of satisfaction thanks to the solidity of their
capacities and to their flexibility to attend our requests”. MINERA MÉXICO
GRUPO MEXICO IS AN IMPORTANT PLAYER IN THE WORLD MINING INDUSTRY AND IS AMONG THE MOST IMPORTANT COMPANIES OF MEXICO, PERU AND UNITED STATES. CONSOLIDATED SALES REACHED US$7,087 MILLION
AT THE END OF 2007.
MINERA MÉXICO - BELONGING TO GRUPO MÉXICO - PRODUCES COPPER, ZINC, SILVER, GOLD AND MOLYBDENUM, AND IS THE LARGEST MINING COMPANY IN THE COUNTRY. ITS OPERATIONS ARE DISTRIBUTED IN VARIOUS
LOCATIONS IN EACH OF THESE THREE COUNTRIES.
07.
Results 2007
General Results
In a year that ended in the middle of uncertainties caused by the
fluctuations in the global economy, fears of recession in the United
States and inflationary pressures in several Latin American countries,
SONDA has shown once again its ability to continue adding value for
its shareholders, growing profitably regionally and generating positive
financial results. From the point of view of our investment plan, 2007 was notable for
the acquisition of Procwork in Brazil. With this, our presence in the
largest IT market in the region has been strengthened and enabled us
to become one of the leading technology companies in that country. The
acquisition has also brought complementary skills and experiences
regionally, increasing cross-selling opportunities, adding a base of
over 700 new customers and incorporating a team of more than 3,600
new highly-qualified professionals.
During the second half of 2007, we worked in integrating Procwork
into the rest of our regional operations. During those months we have
been implementing various synergies that this acquisition provides
to our operations, in Brazil and in the rest of Latin America, and we
have successfully concluded the integration of all the administrative,
financial, marketing and human resources functions, internal systems
and IT infrastructure. The investment in Procwork is without doubt one
of the most significant events in our 33 years in business and enables
us to view the near future with great optimism. Our operations in the rest of Latin America were marked by a regional
spreading out of our services network as we have never had before,
with a permanent interaction between our different business units, a
corporate management acting as a constant link and with transversal
businesses to several countries that enable us to best take advantage
of our ample regional coverage. The Company has therefore been able
to strengthen its competitive position in the region.
By the end of the year, sales coming from outside Chile increased
their relative weight in the consolidated sales from 34.3% in 2006 to
42.2% in 2007, after a third quarter in which over 50% of sales came
from outside Chile. This change is an important step that symbolizes
substantial progress with our strategic plan set in late 2006.
Relation with our customers have also benefited in this process of
regional consolidation. Customers sharing the same regional presence
as SONDA can now therefore interact directly with us through just one
Consolidated Net Income of SONDA 2004-2007
(figures in millions of constant Ch$ as of Dec 31. 2007)
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
R:
CAG
10,513
5.9%
2004
30.0
%
21,715
12,227
10.8%
23,084
8.6%
6.1%
2005
2006
Net margin
CAGR
annual growth
2007
Consolidated EBITDA 2004-2007
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
R:
CAG
27,508
2.1 %
31,813
15.4%
15.9%
2004
2005
48,834
35,116
17.5%
2006
18.2%
2007
EBITDA margin
CAGR
annual growth
With an increase of 65.0% over 2006, the new agreements signed during
2007 totaled US$ 439.3 million, including IT Services contracts of up to
8 years. The signing of contracts and agreements with large customers
like Petrobrás, IBM, Redecard, Sadia, Teleperformance and Embraer in
Brazil; Red Uno, Banamex and Citi Info in Mexico; Codelco, IANSA and
SII in Chile, among many others, demonstrate SONDA’s good position
today to continue growing during the coming years. At the regional
level, in Chile we signed agreements for US$ 155.1 in 2007, in Brazil
for US$ 192.2 million, in Mexico for US$ 50.2 million, and in the rest
of Latin America for US$ 41.8 million.
On the other hand, IT Services business has continued to increase its
share of the Company’s total sales, as a result of the growth strategy
focused on this business segment. This business has progressed from
07
SONDA’s sales by country
6.6%
Mexico
8.1%
OPAL
57.8%
Chile
27.5%
Brazil
Annual Report SONDA
The non-operating result was a loss of Ch$1,808 million (US$3.6 million)
largely explained by two factors: (a) a higher charge for price-level
restatements which amounted to Ch$4,875 million (US$ 9.8 million)
due to the high levels of inflation in 2007, and (b) a extraordinary net
charge of Ch$3,542 million (US$7.1 million) basically arising from
provisions that reflect the effects of a probable settlement to resolve
the differences with the AFT.
page
contact point, obtaining agile and efficient responses and at a fair price. Similarly, our local customers know that they have an organization of
more than 9,000 professionals, who accompanies them and supports
their own plans for regional growth, and they can rely on us in meeting
new challenges. Our most important customers continue trusting in
SONDA as their principal technology partner, and this is demonstrated
also by the large volume of new contracts and agreements that we
signed during 2007.
In terms of financial results, SONDA and its subsidiaries produced
consolidated sales of Ch$268,093 million (US$539.5 million) in 2007,
33.7% higher than in 2006 and reflecting growth in all the lines of
business, especially IT Services. This positively affected operating and
EBITDA which rose by 40.8% and 39.1% respectively compared to 2006,
Ch$30,757 million (US$61.9 million) and Ch$48,834 million (US$98.3
million) in each case.
043
representing 60.0% of total sales in 2006 to 63.0% in 2007. We have
obtained positive results in Chile, Brazil, Mexico, Colombia and Uruguay,
both in terms of increased sales and EBITDA margins and the larger
relative share in the mix of products and services.
However, the improved operating income enabled the net income for
2007 to reach Ch$23,084 million (US$46.5 million), an increase of 6.3%
over 2006.
Distribution of sales by business sector
Platforms
Applications
40%
IT Services
In terms of margins, we obtained 20.6% at the gross level, 11.5% at
the operating level and 18.2% at the EBITDA level, the last two-named
improvements over 2006 as a result of operational improvements.
30%
36.3%
32.2%
31.7%
27.8%
20%
8.5%
9.6%
8.4%
9.2%
10%
55.2%
58.2%
60.0%
63.0%
0
2004
2005
2006
2007
• Current liquidity, being the ratio of current assets to current
liabilities, declined from 3.81:1 to 2.21:1 due to the use of funds to
finance the acquisition of Procwork. 2007
• The acid test ratio, being available funds to current liabilities, fell
from 2.46:1 to 1.60:1 for the same reason explained above.
2004
2005
2006
Sales
178,170
199,800
200,582
268,093
Platforms
64,644
64,278
63,500
74,414
IT Services 98,307
116,315
120,326
168,979
Applications 15,219
19,208
16,756
24,700
The principal liquidity, debt and profitability indicators moved as follows
between 2006 and 2007:
• The annualized return on average total assets changed from 8.3% to 6.8%,
while the annualized return on average operating assets rose from 47.0%
to 54.9%.
07
Annual Report SONDA
• The return on average equity changed from 12.9% to 9.7%, mainly due to
the larger average equity following the capital increase made in November
2006.
045
• The proportion of long-term debt to total debt moved from 0.42:1 to
0.24:1.
As a result of the large volumes of share trading
during 2007, SONDA became part of the IPSA
(selective Santiago Stock Exchange stock price
index) for 2008, which comprises the 40 most
traded companies on the local market, with more
than US$200 million in market capitalization.
page
• The total debt ratio, being the ratio of current and long-term liabilities to
shareholders’ equity, moved from 0.41:1 to 0.44:1.
a. Results in Chile
SONDA is leader in the information technologies
and systems integration industry in Chile, and one
of the most important in the region. It has a market
share of close to 26% in IT Services, with a broad,
well-spread and diversified customer base.
Its sales are generated by three business areas:
information technology services, platforms and
software applications. The most important business is that of IT Services which generated sales
in 2007 of Ch$ 87,950 million (US$ 177.0 million).
Next in importance is the Platforms line which
produced Ch$ 57,564 million (US$ 115.8 million),
while sales of Applications amounted to Ch$ 9,341
million (US$ 18.8 million).
Sales by Business Segments in Chile
(figures in millions of constant Ch$ as of December 31, 2007)
6.0%
Applications
9,341
56.8%
IT Services
87,951
37.2%
TOTAL: 154,857
Platforms
57,564
Total sales amounted to Ch$ 154,857 million (US$
311.7 million), 17.8% higher than in 2006. This
was the result of larger sales in the IT Services
businesses, specifically IT outsourcing.
siness in 2007 signed deals for more than US$ 155 million, especially
notable being those with Codelco, Pizarreño, Iansa and the Internal
Revenue Service (SII), among others.
Operating income reached Ch$22,341 million (US$
45.0 million), with an operating margin of 14.4%,
mainly explained by the increase in the relative
share of its higher value-added businesses, by
improved margins from its product lines and the
optimization of the use of installed capacity.
Interesting business opportunities are foreseen in the different areas
where the Company conducts businesses in Chile. These include
new outsourcing projects and the externalization of technological
infrastructure support, the development of biometric services and
new businesses in the health sector. Similarly, we are continuing to
explore from Chile other new markets like Central America.
EBITDA produced by the operations in Chile showed
a rise of 32.3% over 2006 and totaled Ch$ 37,239
million (US$ 74.9 million). The EBITDA margin in
2007 increased by 260 basis points with respect to
2006, and reached 24.0% (21.4% in 2006).
Overall, the Chilean market represented 57% of
consolidated sales and 76% of Ebitda.
From a commercial point of view, the Chilean bu-
Sales by business sector in Chile
10.2% Others
2.6% Manufacturing
19.7% Financial
4.5% Telecommunications
42.0% Commercial
3.6% Health
1.0% Natural Resources
16.3% Government
Sales in Chile
EBITDA in Chile (figures in millions of constant Ch$ as of December 31, 2007)
123,781
100,000
2004
2005
2006
2007
27,164
28,146
22,868
18.5%
24.0%
19.2%
21.4%
EBITDA Margin
07
120,000
131,482
37,239
2004
2005
2006
2007
Annual Report SONDA
141,254
140,000
40,000
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
047
154,857
page
160,000
b. Results in Brazil
SONDA fulfilled its objective during the year to strengthen its presence
in Brazil, the largest IT market in Latin America, following the acquisition for US$ 118 million of the Brazilian company Procwork, leader
in the provision of information technology and consulting services. The
transaction was financed whit cash, mainly from the proceeds of the
Company´s stock offering in 2006.
Sales by business sector in Brazil
13.2% Others
This acquisition enabled SONDA to incorporate a broad business platform
39.0% Manufacturing
and a customer base comprising the most varied industries, including
two out of three of the 100 largest companies in Brazil. 12.0% Financial
Procwork offers a wide range of IT outsourcing, systems integration,
consulting and software development services, plus an important range
of own software application products. The company is also one of the
principal integrators of SAP in Brazil and has been recognized and
praised by that company with its Awards of Excellence over the last
seven years. Procwork currently has more than 1,500 SAP specialists
who have so far completed over 360 integration projects.
6.4% Commercial
0.9% Health
0.8% Government
Brazil is the principal IT market in Latin America, which translates into
some US$ 23,500 million annually with an expected growth rate of13.2%
for the period 2007-2011, according to IDC figures. SONDA has had a
presence in that country since 2002 but the acquisition of Procwork
makes it one of the largest IT Services companies in Brazil, offering a
complete range of services to a top-level customer base.
The year was marked by the consolidation and integration of SONDA’s
operations in that country, carrying out a series of activities for taking
advantage of multiple synergies and strengthening the range of products and services.
1
2
During the year, the Brazilian market represented 28% of the Company’s
consolidated sales, making it the second most important after Chile but
with a very high potential for becoming number one. Sales in Brazil in 2007
amounted to US$ 148.4 million and EBITDA was US$ 15.5 million.
The company signed deals for more than US$ 192 million, notable being
those with Petrobrás, Redecard, Embraer, Teleperformance and Sadia,
basically for IT Services.
3
5
8
4
6
9
7
10
44
%
%
of SONDA new contracts were
closed in Brazil in year 07
SONDA in Brazil is expected to generate large profits in
the next few years from cross selling to more than 700
active customers of Procwork and the 50 that SONDA had
previously. Only five of SONDA original customers in Brazil
have contracts with Procwork so there is a lot of scope for
cross selling, besides synergies generated and reductions
in operating costs.
EBITDA in Brazil
6,696
2,548
9.9%
1,953
6.8%
2004
2005
2,680
8.6%
9.1%
2006
2007
EBITDA margin
SONDA currently has a team of around 5,000 specialists in
Brazil which enables it to cover the principal cities in that
country offering world-class services.
07
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
Sales by business segments
Sales in Brazil
Applications
13,447
80.7%
IT Services
59,521
1.1%
TOTAL: 73,751
1 CARLOS FRANCA
(Director of Business Development)
Platforms
784
6 FEDERICO GUEDES MONTEIRO
VILHENA VILAR
(Director of SAP Sales)
2 DANIEL SILVA
(Director of Finance and
Administration)
3 FLAVIO BORGES
(Director of IT Sales)
4 MARCOS AVINO
5
(Director of Business Solutions and
Infrastructure)
RONEY LEONI MACHADO
(Director of International Business)
7 CARLOS KAZUO TOMOMITSU
(Director of SAP & IT Solutions)
8 LUIZ CARLOS U. FELIPPE
(President)
9 LUISA NARIMATSU
(Manager of Human Resources)
10 CARLOS HENRIQUE TESTOLINI
(COO)
80,000
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
73,751
page
18.2%
Annual Report SONDA
of SONDA professionals
speaks portuguese as their
first language
049
59
25,697
28,532
2004
2005
31,026
2006
2007
859
professionals to serve its
clients in Mexico, the second
most important market in
Latin America
c. Results in Mexico
Sales by business sector in Mexico
48.6% Financial
EBITDA in Mexico
2.000
1,912
1.500
1.000
500
14.4% Commerce
1.8% Health
0
10.9%
899
214
231
2.7%
2.3%
2004
2005
5.8%
2006
2007
2.2% Government
1.3% Others
EBITDA margin
9.6% Manufacturing
Mexico is the second largest IT market in Latin America, with estimated
growth for the period 2007-2011 of 11,6%. This translates into an annual
investment of more than US$ 11,300 million, comparing positively with
various nations in the developed world.
Sales by business segments
0.1%
Applications
SONDA began operations in Mexico in 2004 and, although its market
share is still low, it already has more than 100 customers from the
most diverse industries and is placed among the 10 most important IT
services integrators in the country. Conditions in Mexico are however
propitious for the Company’s growth, above all because we are opening an interesting business niche in outsourcing and administrative
services following the decree of austerity issued recently by the federal
government.
11
72.0%
IT Services
12,661
27.9%
TOTAL: 17,576
Platforms
4,904
The principal products and services in SONDA’s portfolio in Mexico are
outsourcing and integration services, infrastructure support services,
software licensing for IBM and Microsoft mainframes and the provision
of computer equipment and communications devices. SONDA has a
team of nearly 900 specialized employees in the country and a wide
geographical coverage.
Sales growth was also accompanied by an improvement in margins
which permitted operating income to reach US$ 3.4 million.
Mexico represented 7% of the Company’s consolidated sales, being one
of the markets of greatest potential growth in the region. Sales in 2007
amounted to US$ 35.4 million while EBITDA reached US$ 3.8 million.
During the year, SONDA in Mexico signed deals for more than US$ 50
million, remarkably those with Consorcio Red Uno (Telmex), CitibankBanamex and Omnilife, among others.
Sales in Mexico
20,000
17,576
15,499
15,000
10,000
9,949
7,878
2005
2006
Annual Report SONDA
2004
2007
page
051
0
07
5,000
4
1
1 JUAN JOSÉ SILVA GÓMEZ PORTUGAL
(Director of IT Support Services)
4 FRANCISCO FERRER ARREOLA
(Director of Human Resources)
2
2 ALBERTO MERINO POHL
(Director of Operations)
5 FELIPE MATTA NAVARRO
(Director of Finance)
5
3
3 GUIDO CAMACHO GARCÍA
(Chief Executive Officer)
d. Results in OPAL (Others)
URUGUAY
ARGENTINA
GLADYS TANCO (Project Manager) GUILLERMO LIZAMA (Controller) MARCELA VARELA (CFO)
GERARDO CRUZ CIRONI (Chief Executive Officer)
WALTER ALPUIN (IT Services Manager) JOSÉ GARCÍA (CFO)
CARLOS ÁLVAREZ (Commercial Manager)
ROBERTO GONZÁLEZ (Technical Support Manager) JORGE OPALND (Manager of Technological Development)
GABRIEL MORA (Project and Systems Integration Manager)
GERARDO CRUZ CIRONI (Chief Executive Officer)
GUSTAVO MANFREDI (Commercial Manager)
ALFREDO CACHAFEIRO (Integration and Outsourcing Manager)
JORGE DE LA CALLE (Commercial Manager)
1,600
SAP consultants in
SONDA across Latin
America
During the year 2007, this region showed important growth in new
business volumes, signing deals and agreements for close to US$ 42
million, fundamentally in Platforms and IT Services.
OPAL sales amounted to US$ 44.1 million. There were also positive
results in operating income and EBITDA, driven by the businesses in
Colombia, Uruguay and Costa Rica. These reached US$ 3.6 million
and US$ 6.0 million respectively and providing an operating margin of
8.1% and an EBITDA margin of 13.6%.
Sales by business sector in OPAL
page
3.2% Manufacturing
053
Annual Report SONDA
07
SONDA’s technological services extend to another six Latin American
countries (OPAL). These are Argentina, Colombia, Costa Rica, Ecuador,
Peru and Uruguay. These are markets in which the Company has a relevant presence and where the estimated investment in IT is US$ 13,560
million annually, with an 10,8% increase for the period 2007-2011.
19.6% Financial
COLOMBIA
29.7% Commerce
10.0% Health
JORGE ANDRADE (Chief Executive Officer) LILIANA BENAVIDES (Financial Sector Manager) PATRICIO RIQUELME (Health Sector Manager) YESID SANTAMARÍA (CFO) JULIÁN MILLÁN (Industrial and Technical Processes Manager) 19.8% Government
6.3% Others
EBITDA in OPAL
4,000
3,391
3,000
2,000
1,000
2,465
1,878
2,987
15.0%
13.6%
12.3%
9.0%
EBITDA margin
0
2004
2005
2006
2007
Sales by business segments in OPAL
50.9%
Platforms
11,162
8.7%
Applications
1,900
40.4%
IT Services
8,846
TOTAL: 21,908
ECUADOR
Sales in OPAL
24,000
22,000
22,574
20,815
21,908
VLADIMIR VÁSQUEZ (CFO)
20,065
20,000
LUIS SÁNCHEZ (IT Services Manager) PATRICIO REAL (Software Applications Manager) FABIÁN MENA (Chief Executive Officer)
DIEGO BURGOS (Outsourcing Projects Manager)
18,000
0
2004
2005
2006
2007
07
Annual Report SONDA
055
page
COSTA RICA
JULIO ARIAS (CFO) XINIA BARQUERO (Sales Manager)
ALLAN OBANDO (IT Services Manager)
EDUARDO SANDOVAL (Chief Executive Officer) PERÚ
MIGUEL ANGEL GUERRERO (Chief Executive Officer)
JOSÉ ANTONIO OLIVERA (IT Solutions Manager) ANDRÉS CERDA (IT Solutions Manager)
JUAN MANUEL VEGA (IT Services Manager)
Dr.
Hospital Fundación
Santa Fe / Bogotá
Colombia
“Since we hired SONDA’s integral outsourcing information technology services, we have achieved very important improvements
in the support to the practices of the business. The excellent
technological operation that we have, is one of the pillars of the
development of our University Hospital”.
HOSPITAL FUNDACIÓN SANTA FÉ DE BOGOTÁ THE HOSPITAL FUNDACIÓN SANTA FÉ DE BOGOTÁ, WITH 25 YEARS OF SERVICE, IS ONE OF THE MOST RECOGNIZED HEALTH INSTITUTIONS IN COLOMBIA. IT EMPHASIZES FOR ITS TECHNICAL-SCIENTIFIC ADVANCES, HIGH
QUALITY IN THE MEDICAL ATTENTION, LAST TECHNOLOGY, AND A MEDICAL BODY WITH TOP-LEVEL SPECIALISTS
AND RIGOROUSLY SELECTED. ITS STRATEGY OF SAFE MEDICAL ATTENTION IS PIONEER IN THE REGION. Dr. Roberto Esguerra / Foundation Director
“Our technological
decisions are
fundamental for
growth”.
12.8
%
is the
projected growth that IDC
expects for IT industry in
Latin America in the year 2008
Prospects for 2008
Following years of recovery and accelerated growth, it is expected that
the technological markets of Latin America will show signs of greater
maturity in 2008. According to IDC, the scenario for the IT industry in
Latin America is seen as positive despite a possible deceleration in the
United States economy.
The firm foresees Latin American IT spending to reach US$ 57.660 million
in 2008, which would mean an increase of 12.8% over 2007, making it
one of the fastest growing in the world. This is especially relevant for
SONDA, the principal Latin American company in the provision of IT
services, with a presence in nine countries, sales of US$ 540 million
and an investment plan of US$ 350 million in full development.
The acquisition of Procwork in Brazil represented the starting point of
the investment plan set for the Company in 2006 in order to consolidate
its regional presence, broadening its offer of products and services,
developing large integration projects and acquiring IT companies in
the most important markets in Latin America. With the acquisition of
Procwork, SONDA has completed 49% of its objective, managing to
strengthen its regional role, significantly expanding its customer base
and increasing the opportunities for the cross selling of services.
The Company also met its objective of increasing the share of business
outside Chile. In the second half of 2007, Mexico, Brazil and the rest of
the countries in Latin America accounted for almost 50% of SONDA’s
total sales. For the future, SONDA will continue with its acquisitions
plan, especially focused on Brazil, Colombia and Mexico.
For 2008, SONDA expects significant growth in its sales and EBITDA due
to the high volume of new contracts signed in 2007, the consolidation
of the business of Procwork and the new acquisitions.
40
Annual Report SONDA
059
page
08
07
The
most traded companies in Chile
conform the IPSA, to which SONDA became part in the year 2008
08.
The Company and its Subsidiaries
Name:
SONDA S.A.
TAX Nº
83.628.100-4
Type of entity:
Open corporation
Securities registration:
Nº 950
External auditors:
Deloitte & Touche Sociedad de Auditores y Consultores Ltda.
Address:
Teatinos 500
Telephone:
657-5000
Fax:
657-5410
Web site:
www.SONDA.com
Constitution Documents
SONDA S.A. was constituted as a limited partnership by public deed dated October
30, 1974, before the Santiago notary, Herman Chadwick Valdés. An extract of this
deed was registered (folio 11,312 number 6,199) in the Santiago Trade Register for
1974 and published in the Official Gazette on December 28 that year.
By public deed dated September 16, 1991, signed before the Santiago notary Humberto
Quezada Moreno, whose extract was registered (folio 28,201 No.14,276) in the Santiago
Trade Register for 1991 and published in the Official Gazette on September 24, 1991,
the company was transformed into a corporation.
Following this transformation, the Company’s bylaws were amended, its present
text being in public deed dated July 4, 2006 signed before the Santiago notary, René
Benavente Cash, whose extract was registered (folio 27,555 No.19,250) in the Santiago
Trade Register for 2006 and published in the Official Gazette on July 17, 2006.
Information on Subsidiaries
Acts and Contracts ·
As of December 31, 2007 there were no acts or contracts with subsidiary
or associate companies that significantly affect the operations and results of the Parent company.
Commercial Relations with Subsidiaries ·
These mainly refer to IT Services such as Datacenter and support services and technological infrastructure maintenance.
The trading relations of the subsidiaries are principally and basically with parties other than SONDA
S.A. or its subsidiaries.
478
US$
SONDA SERVICIOS PROFESIONALES S.A.
SUBSCRIBED & PAID CAPITAL ThCh$11,644
NO. OF SHARE SUBSCRIBED & PAID 3,901
OBJECTS The provision of services in design, development, introduction, implementation, support, adaptation and maintenance of software; advisory and consultancy services relating to data processing and in general activities in the data and communications areas.
STRUCTURE OF THE COMPANY Associate companies: SONDA Costa Rica S.A. with 0.10% shareholding (direct) / SONDA Ecuador S.A. 0.01%
shareholding (direct), SONDA Perú S.A., 24.00% holding (direct) / SONDA Colombia S.A. 0.0001% holding (direct), SONDA Inmobiliaria S.A. 0.0001% holding (direct) / Factoring General S.A. 0.01% holding (direct), Orden S.A. 4.32% holding (direct) / Bazuca Internet Partners S.A. 0.01% holding (direct), SONDA Argentina S.A. 5% holding (direct) / Fonsorbes Participacoes Ltda. (Brazil) 0.0001% holding (direct) / SONDA Pissa S.A. de C.V. (Mexico)
0.0004% holding (direct).
CHAIRMAN OF THE BOARD Andrés Navarro Haeussler (Chairman of SONDA S.A.)
DIRECTORS Pablo Navarro Haeussler (Director of SONDA S.A.) / Mario Pavón Robinsón (Director of SONDA S.A.)
Rafael Osorio Peña (Executive of SONDA S.A.)
CHIEF EXECUTIVE Raúl Véjar Olea (Chief Executive of SONDA S.A.)
PROPORTION OF PARENT COMPANY’S ASSETS 0.12%
PARENT COMPANY’S HOLDING IN THE COMPANY 99.99 %
02
COMPANY SONDA INMOBILIARIA S.A.
SUBSCRIBED & PAID CAPITAL ThCh$ 302,161
No. SHARES SUBSCRIBED AND PAID 1,025,000
OBJECTS Acquire, dispose of and exploit all kinds of real estate.
STRUCTURE OF THE COMPANY Associate companies: Inversiones Valparaíso S.A. 33.33% shareholding (direct) / SONDA Colombia S.A. 0.01% holding (direct) / Tecnoglobal S.A. 0.01% holding (direct)
CHAIRMAN OF THE BOARD Pablo Navarro Haeussler (Director of SONDA S.A.)
DIRECTORS Rafael Osorio Peña (Executive of SONDA S.A.)
Mario Pavón Robinson (Director of SONDA S.A.)
CHIEF EXECUTIVE Alvaro Pérez Frugone
061
COMPANY page
01
Annual Report SONDA
07
million reached shareholders equity book value
in year 07
03
COMPANY TECNOGLOBAL S.A.
SUBSCRIBED AND PAID CAPITAL ThCh$6,7 6,985
OBJECTS Distribute and sell all kinds of electronic, communications and computer equipment, and software.
STRUCTURE OF THE COMPANY Associate: SONDA Colombia with shareholding of 0.01% Direct
CHAIRMAN OF THE BOARD Octavio Gómez Cobo (Executive of SONDA S.A.)
DIRECTORS Pablo Navarro Haeussler (Director of SONDA S.A.) / Rafael Osorio Peña (Executive of SONDA S.A.)
Mario Pavón Robinson (Director of SONDA S.A.)
CHIEF EXECUTIVE Raul Sapunar Kovacic
04
COMPANY ORDEN S.A.
SUBSCRIBED AND PAID CAPITAL ThCh$1.59 1.210
No. SHARES SUBSCRIBED AND PAID 74,000
OBJECTS The provision of all kinds of computer, processing and data ordering services, development and exploitation of software and application systems.
STRUCTURE OF THE COMPANY Subsidiary: SONDA Tecnologías de Información de Costa Rica S.A. holding 99.90% (direct)
Subsidiary: Westham S.A. de C.V. (Mexico) 99.99 % (direct)
Subsidiary: Soc. Proveedora de Productos y Servicios por redes de Datos Móviles S.A., holding 90% (direct)
Asóciate: SONDA de Colombia S.A. holding 21.16% (direct)
CHAIRMAN OF THE BOARD Andrés Navarro Haeussler (Presidente de SONDA S.A.)
DIRECTORS Octavio Gómez Cobo (Executive of SONDA S.A.) / Raúl Vejar Olea (Chief Executive of SONDA S.A.),
Mario Pavón Robinson (Director of SONDA S.A.) / Rafael Osorio Peña (Executive of SONDA S.A.)
CHIEF EXECUTIVE Alvaro Pérez Frugone
PARENT COMPANY’S HOLDING IN THE COMPANY 95.68%
05
COMPANY SERVICIOS EDUCACIONALES SONDA S.A.
SUBSCRIBED AND PAID CAPITAL ThCh$383,268
OBJECTS Provide occupational and educational training in all its methods, principally in the area of computers and data processing.
STRUCTURE OF THE COMPANY Associate: Servicios Profesionales SONDA S.A., 0.08% direct holding.
CHAIRMAN OF THE BOARD Octavio Gómez Cobo (Executive of SONDA S.A.)
DIRECTORS Pablo Navarro Haeussler (Director of SONDA S.A.) / Rafael Osorio Peña (Executive of SONDA S.A.),
Alberto Merino Pohl (Executive of SONDA S.A.)
CHIEF EXECUTIVE Horacio Gerardo Nazif Ojeda
06
COMPANY FACTORING GENERAL S.A
No. SHARES SUBSCRIBED AND PAID 330
OBJECTS The purchase of accounts receivable documented with invoices, bills of exchange, promissory notes, and other documents; provision of administration, market survey, commercial information investigation and advisory services in general; administer investments and receive their returns; provision of simple, pre-judicial and judicial
collection services.
CHAIRMAN OF THE BOARD Rafael Osorio Peña (Executive of SONDA S.A.)
DIRECTORS Pablo Navarro Haeussler (Director of SONDA S.A.) / Daniel Silva Silva (Executive of SONDA S.A)
CHIEF EXECUTIVE Germán Muñoz Escudero
SERVIBANCA S.A.
ThCh$1,058,237
OBJECTS Provision of professional, technical, computer and/or training services.
STRUCTURE OF THE COMPANY Associate: Procesos & Canjes S.A., 50% direct holding.
DIRECTORS Mario Pavón Robinson (Director of SONDA S.A.) / Pablo Navarro Haeussler (Director of SONDA S.A.)
Raúl Vejar Olea (Gerente General de SONDA S.A.) / Rafael Osorio Peña (Ejecutivo de SONDA S.A.)
Octavio Gómez Cobo (Ejecutivo de SONDA S.A.) / Jaime Bellolio Rodríguez
CHIEF EXECUTIVE Cristián Zegers Reyes
08
COMPANY MICROGEO S.A.
SUBSCRIBED AND PAID CAPITAL ThCh$1,795,681
OBJECTS The rental, import export, distribution and sale of all kinds of computer equipment, elements and accessories, software, supplies and periphery equipment; the provision of advisory and training services to third parties.
STRUCTURE OF THE COMPANY Subsidiary: Microgeo LLC, USA, 70% holding (direct).
DIRECTORS Pablo Navarro Haeussler (Director of SONDA S.A.) / Mario Pavón Robinson (Director of SONDA S.A.), Rafaél Osorio Peña (Executive of SONDA S.A.) / Robert Richter Stein
CHIEF EXECUTIVE Stefano Sigala Romele
063
COMPANY SUBSCRIBED AND PAID CAPITAL page
07
Annual Report SONDA
07
09
COMPANY FULLCOM S.A.
No. SHARES SUBSCRIBED AND PAID 333
OBJECTS Telecommunications services
CHAIRMAN OF THE BOARD Andrés Navarro Hauessler (Chairman of SONDA S.A.)
DIRECTORS Rafael Osorio Peña (Executive of SONDA S.A.) / Francisco Díaz Muñoz
CHIEF EXECUTIVE Francisco Díaz Muñoz
10
COMPANY TRANSACCIONES ELECTRONICAS S.A.
OBJECTS Investments, computer, advisory, consultancy and technical assistance services for companies.
STRUCTURE OF THE COMPANY Subsidiary: I-Med S.A., 99.84% holding (direct).
Subsidiary: I-Med Consultoría S.A., 99.9% holding (direct).
Subsidiary: Iswitch S.A., 96.7% holding (direct).
CHAIRMAN OF THE BOARD Héctor Manuel Gómez Brain (Director of SONDA S.A.)
DIRECTORS Mario Pavón Robinson (Director of SONDA S.A.) / Carlos Kubik Castro
Cristián Irarrázabal Philippi
CHIEF EXECUTIVE Pablo Izquierdo Walker
11
COMPANY NOVIS S.A.
SUBSCRIBED AND PAID CAPITAL Ch$406,980
OBJECTS The development and sale of solutions in which information technology is applied or may be applied.
DIRECTORS Mario Pavón Robinson (Director of SONDA S.A.) / Patricio Artiagoitia Alti
CHIEF EXECUTIVE Patricio Artiagoitia Alti
12
COMPANY ADMINISTRADORA DE ACTIVOS FINANCIEROS S.A.
SUBSCRIBED AND PAID CAPITAL ThCh885,508
OBJECTS Administration of financial assets.
STRUCTURE OF THE COMPANY Subsidiary: Sociedad Administradora Lo Recabarren S.A, 99.99% direct holding.
DIRECTORS Mario Pavón Robinson (Director of SONDA S.A.) / Rafael Osorio Peña (Executive of SONDA S.A.),
Patricio Díaz Quiroga
CHIEF EXECUTIVE Patricio Díaz Santelices
BAZUCA INTERNET PARTNERS S.A
OBJECTS Investments in shares, bonds and all kinds of securities issued by technology and internet companies; the financing of information technology projects.
CHAIRMAN OF THE BOARD Pablo Navarro Haeussler (Director of SONDA S.A.)
DIRECTORS Rafael Osorio Peña (Executive of SONDA S.A.) / Raúl Vejar Olea (Chief Executive of SONDA S.A.),
Jorge Díaz Fernández
CHIEF EXECUTIVE Rafael Osorio Peña (Ejecutivo de SONDA S.A.)
14
COMPANY PUERTO NORTE S.A.
OBJECTS Investment and exploitation of real estate for its own of third party’s account,
warehouse rental and services; investment in all kinds of real estate.
CHAIRMAN OF THE BOARD Jorge Diaz Fernández
DIRECTORS Héctor Fernández Fernández / Juan José Gana Fernández / Rafael Osorio Peña (Executive of SONDA S.A.), Alvaro Pérez Frugone (Executive of SONDA S.A.)
CHIEF EXECUTIVE Jaime Gana del Río
065
COMPANY page
13
Annual Report SONDA
07
15
COMPANY SOLUCIONES EXPERTAS S.A. (SOLEX S.A.)
OBJECTS Design and implement systems and solutions; purchase, sale, import, export, representation, distribution and sale of any type of computer programs; the provision of all kinds of information technology services and of all kinds of training services.
CHAIRMAN OF THE BOARD Jorge Díaz Fernández
DIRECTORS Mario Pavón Robinson (Director of SONDA S.A.) / Eduardo Parra Bucher / Jorge Hoyl Moreno
CHIEF EXECUTIVE Jorge Hoyl Moreno
16
COMPANY FONSORBES PARTICIPAÇÕES LTDA. AND SUBSIAIRIES
SUBSCRIBED AND PAID CAPITAL US$119,150,000
OBJECTS Participation in other nacional or foreign companies as a partner or shareholder. Through its subsidiary PWI Corp Participaciones Ltda. (PROCWORK), the operative company, it specializes in consultancy services and the integration of IT solutions.
STRUCTURE OF THE COMPANY Subsidiaries:
PWI Corp Participações Ltda. (PROCWORK), 100% holding (direct)
SONDA Procwork Software Informática Ltda., 100% holding (indirect)
SONDA Procwork Dealer Infomática Ltda., 100% holding (indirect)
Procwork Professional Services do Brasil Informática Ltda., 100% holding (direct)
PLP Informática Ltda., 100% holding (indirect)
SONDA Procwork Tecnología e Outsourcing Informática Ltda., 100% holding (indirect)
SONDA Procwork Consulting Informática Ltda., 100% holding (indirect);
PPS - Procwork Professional Services do Brasil Informática Ltda., 100% holding (indirect)
CHIEF EXECUTIVE Luiz Carlos Utrera Felippe
17
COMPANY SONDA DO BRASIL S.A.
OBJECTS Mainly the professional management of complex IT environments for third parties, corresponding to various categories of professional services mainly focused on technology networks, from the maintenance of IT
equipment to consultancy services for improving infrastructure.
STRUCTURE OF THE COMPANY Subsidiary: SONDA Serviços de Tecnología da Informação Ltda., 99.00% holding (direct)
CHAIRMAN OF THE BOARD Raúl Vejar Olea (Chief Executive of SONDA S.A.)
DIRECTORS Rafael Osorio Pena (Executive of SONDA S.A.) / Álvaro Pérez Frugone (Executive of SONDA S.A.)
CHIEF EXECUTIVE Luiz Carlos Utrera Felippe
18
COMPANY SONDA URUGUAY S.A.
SUBSCRIBED AND PAID CAPITAL US$958.879
No. SHARES SUBSCRIBED AND PAID 28.960.876
OBJETO SOCIAL Su giro principal es la prestación de servicios computacionales, la provisión de hardware y la implementación de
proyectos de integración en el campo de la tecnología informática.
CHAIRMAN OF THE BOARD Raúl Vejar Olea (Chief Executive of SONDA S.A.)
DIRECTORS Gerardo Cruz Cironi (Executive of SONDA S.A.) / Rafael Osorio Peña (Executive of SONDA S.A.) / José García
CHIEF EXECUTIVE Gerardo Cruz Cironi
SONDA DEL PERÚ S.A.
US$613,722
OBJECTS Sale of computer equipment and provision of computer services using own technology, automation of electronic processes and inputs of electronic and electrical equipment, parts and components, including the rental of computer applications and software.
DIRECTORS Raúl Vejar Olea (Chief Executive of SONDA S.A.) / Rafael Osorio Peña (Executive of SONDA S.A.),
Mario Pavón Robinsón (Director of SONDA S.A.)
CHIEF EXECUTIVE Miguel Ángel Guerrero Watanabe
PARENT COMPANY’S HOLDING IN THE COMPANY 76%
20
COMPANY SONDA DE COLOMBIA S.A.
OBJECTS The preparation, generation, development, consignment for use, rental, transformation and sale of computer programs, data bases or information systems and other data processing equipment.
CHAIRMAN OF THE BOARD Jorge Edmundo Andrade Niklitschek
DIRECTORS Patricio Riquelme Huerta / Juan Correa Gálvez.
CHIEF EXECUTIVE Jorge Edmundo Andrade Niklitschek
PROPORTION OF PARENT COMPANY’S ASSETS O.2%
067
COMPANY SUBSCRIBED AND PAID CAPITAL page
19
Annual Report SONDA
07
21
COMPANY SONDA DEL ECUADOR ECUASONDA S.A.
SUBSCRIBED AND PAID CAPITAL US$ 494,252
OBJECTS Contracting and sale of computer services. The sale, purchase, import or export of computer and similar
equipment or materials. Design and installation of networks. Technical assistance in programming and
systems. Advice and development of computer packages. Data processing training. Exploitation, manufacture, development and application of hardware and software.
CHAIRMAN OF THE BOARD Raúl Véjar Olea (Chief Executive of SONDA S.A.)
DIRECTORS Rafael Osorio Peña (Executive of SONDA S.A.) / Mario Pavón Robinson (Director of SONDA S.A.) / José García
CHIEF EXECUTIVE Alberto Fabián Mena Ojeda
PROPORTION OF PARENT COMPANY’S ASSETS
0.66%
22
COMPANY SONDA ARGENTINA S.A.
SUBSCRIBED AND PAID CAPITAL US$ 12,050
OBJECTS The commercialization of computer equipment, provision of data-processing services, development and
exploitation of software and application systems.
STRUCTURE OF THE COMPANY Subsidiary: Microcomputación S.A., 51% direct holding.
Associate: SONDA Uruguay S.A., 50% direct holding.
CHAIRMAN OF THE BOARD Gerardo Cruz Cironi
DIRECTORS Raúl Véjar Olea (Chief Executive of SONDA S.A.) / Gerardo Cruz Cironi / Agustín Navarro Cox,
José Celestino García
CHIEF EXECUTIVE Gerardo Cruz Cironi
PARENT COMPANY’S HOLDING IN THE COMPANY 95%
23
COMPANY SONDA PISSA S.A. DE C.V. (MEXICO)
SUBSCRIBED AND PAID CAPITAL USD$16,786,545
OBJECTS The manufacture, processing, assembly, import and sale of computer equipment, the provision of data-
processing services and the development, implementation, support and guarantee of computer equipment and/or programs or systems.
STRUCTURE OF THE COMPANY Subsidiary:Ingeniería en Servicios de Informática S.A de C.V., 99.99 %
Subsidiary: Servicios de Aplicación e Ingenieria Novis, S.A. de C.V. 60%
DIRECTORS Raúl Vejar Olea (Chief Executive of SONDA S.A.) / Felipe Matta Navarro
Rafael Osorio Peña (Executive of SONDA S.A.) / Alberto Merino Pohl (Executive of SONDA S.A.)
CHIEF EXECUTIVE Guido Camacho García
page
069
Annual Report SONDA
07
07
Annual Report SONDA
071
page
The full Consolidated and Individual Financial Statements of SONDA and subsidiaries,
along with the independent auditors’ report, are available to the public at the premises of
the reporting entity and also at the Superintendencia de Valores y Seguros.
09.
Financial Information
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2006 AND 2007
(Restated for general price-level changes and expressed in thousands of Chilean Pesos (ThCh$) as of December 31, 2007
ASSETS
CURRENT ASSETS:
Cash and banks
Time deposits
Marketable securities Trade accounts receivable, net
Notes receivable, net Other receivables, net
Notes and accounts receivables from related companies
Inventories, net Recoverable taxes
Prepaid expenses
Deferred taxes
Other current assets
2006
ThCh$
5.023.872 940.264 81.611.542 43.279.416 5.164.286 576.218 1.645.301 7.757.735 2.983.037 408.415 1.327.339 59.585.960 Total current assets
210.303.385 2007
ThCh$
8.146.237
25.616.621
26.833.818
58.252.441
7.555.888
4.035.779
18.160.407
8.196.075
7.405.412
220.240
2.523.753
7.518.725
174.465.396
PROPERTY, PLANT AND EQUIPMENT:
Land
Buildings and infrastructure Machinery and equipment
Other property, plant and equipment
Accumulated depreciation 2.959.121 8.648.428 39.018.147 47.078.578 (42.926.565)
3.228.976
8.351.581
61.637.991
29.617.745
(45.522.645)
Net property, plant and equipment54.777.709 57.313.648
OTHER ASSETS:
Investments in equity method investees
Investments in other companies
Goodwill Negative goodwill Long-term receivables
Notes and accounts receivables from related companies
Intangibles
Less amortization
Other
5.872.016 1.120.115 16.412.071 (864.523)
12.388.976 1.928.537 12.895.748 (7.184.713)
22.917.870 2.524.815
2.088.966
65.774.110
(815.560)
10.289.146
1.659.293
14.506.221
(9.298.966)
26.765.271
Total other assets
65.486.097 113.493.296
TOTAL ASSETS
330.567.191 345.272.340
1.525.832 16.648.302 40.110 19.006.436 661 2.081.364 45.622 7.606.271 2.961.817 2.903.516 2.378.786 26.623 3.984.492
16.113.649
36.636
28.434.865
2.038.009
5.781.406
10.363.952
5.249.857
1.527.384
5.395.730
58.824
Total current liabilities55.225.340 78.984.804
LONG-TERM LIABILITIES:
Long-term liabilities with banks and financial institutions
36.772.141 20.913.887
Other payable
466.616 426.816
Notes and accounts payable to related companies
28.886 26.895
Provisions
2.163.295 2.354.313
Deferred taxes
827.188 1.185.471
Other long-term liabilities
172.854 507.775
Total long-term liabilities
40.430.980 25.415.157
MINORITY INTEREST
SHAREHOLDERS' EQUITY:
Paid-in capital
Other reserves
Retained earnings
Net income for the year
Total shareholders' equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
2.984.095 215.547.276 (6.170.791)
835.713 21.714.578 231.926.776 330.567.191
3.295.683
215.618.039
(17.204.090)
16.078.376
23.084.371
237.576.696
345.272.340
07
2007
ThCh$
Annual Report SONDA
2006
ThCh$
073
page
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Banks and financial institutions:
Short - term
Current portion of long-term debt
Current portion of other long-term liabilities
Accounts payable
Notes payable
Other payables
Notes and accounts payable to related companies
Provisions
Withholdings
Income tax
Unearned income
Other current liabilities
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2007
(Restated for general price-level changes and expressed in thousands of Chilean Pesos (ThCh$) as of December 31, 2007)
2006
ThCh$
2007
ThCh$
SALES 200.581.519 268.093.308
COST OF SALES (158.447.230)
(212.970.885)
GROSS MARGIN
42.134.289 55.122.423
ADMINISTRATIVE AND SELLING EXPENSES
(20.288.913)
(24.365.596)
OPERATING INCOME
NON-OPERATING (EXPENSE) INCOME:
Financial income
Equity share in net income of related companies
Other non-operating income
Amortization of goodwill
Financial expenses
Other non-operating expenses
Price-level restatement Foreign exchange difference
21.845.376 4.856.181 2.237.474 1.494.831 (1.061.186)
(3.311.693)
(2.810.647)
474.603 2.409.000 30.756.827
6.116.834
1.679.102
10.044.151
(2.407.621)
(3.586.187)
(8.495.528)
(4.875.212)
(283.061)
Non - operating (expense) income, net 4.288.563
(1.807.522)
INCOME BEFORE INCOME TAXES, MINORITY INTEREST AND
AMORTIZATION OF NEGATIVE GOODWILL
26.133.939
28.949.305
INCOME TAXES
(4.529.334)
(4.937.989)
MINORITY INTEREST
(771.389)
(975.158)
AMORTIZATION OF NEGATIVE GOODWILL
881.362 48.213
21.714.578
23.084.371
NET INCOME FOR THE YEAR
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2007
2006
ThCh$
2007
ThCh$
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income for the year
21.714.578 (62.567)
(Gain) on sale on property, plant and equipment - net
(Gain) on sale of investments
(177.254)
Changes (credits) to income that do not represent cash flows:
23.084.371
(69.459)
(5.891.963)
07
Depreciation for the year
9.403.891 11.481.110
Amortization of intangible assets
3.925.746 6.596.012
Write-offs and provisions
3.393.772 573.260
Equity share in net income of related companies
(2.237.474)
(1.679.102)
Amortization of goodwill
1.061.186 2.407.621
Amortization of negative goodwill
(881.362)
Net price-level restatement
Net foreign exchange difference
(474.603)
(2.409.000)
4.875.212
283.061
Other (credits) to income that do not represent cash flows
(17.864)
(298.616)
Other charges to income that do not represent cash flows
14.815 Changes in assets affecting operating cash flows [(increase) decrease]:
(48.213) - Trade accounts receivable
(9.659.726)
Inventories
(1.864.752)
(33.557.972)
(88.874) Other assets
1.327.859 Changes in liabilities affecting operating cash flows [increase (decrease)]:
(190.399)
Accounts payable related to operating income
(4.775.280)
Income tax payable
2.265.520 513.474
Other accounts payable related to non-operating expense
(3.149.466)
(1.015.014)
VAT and similar taxes payable (net)
(1.704.921)
(675.234)
Minority interest in net income
13.164.609
781.275 975.158
NET CASH PROVIDED BY OPERATING ACTIVITIES
16.474.373
20.439.042
Annual Report SONDA
075
page
CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2007
2006
ThCh$
CASH FLOWS FROM FINANCING ACTIVITIES:
2007
ThCh$
Proceeds from issuance of shares
122.033.936 -
Loans obtained
33.535.929 5.136.148
Capital distributions
(5.982.764)
(6.471.915)
Repayment of loans
(22.610.267)
(19.070.395)
Payment of share issuance and placement costs
(2.547.616)
(132.140)
Other disbursements for financing
(923.818)
Total net cash (used in) provided by financing activities
123.505.400 CASH FLOWS FROM INVESTING ACTIVITIES:
(20.538.302)
Proceeds from sale of property, plant and equipment
4.800.953 6.496.458
Proceeds from sale of permanent investments
647.303 11.305.961
Collection of other loans to related companies
266.366 102.476
Other investment income
1.059.786 2.153.954
Acquisition of property, plant and equipment
(30.972.252)
(16.389.383)
Permanent investments
(1.426.586)
(59.923.387)
Other investment disbursements
(10.045.273)
(18.002.450)
Total net cash used in investing activities
(35.669.703)
(74.256.371)
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS BEFORE THE EFFECT OF PRICE-LEVEL
RESTATEMENT
104.310.070 (74.355.631)
(392.995)
(5.174.478)
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
103.917.075 15.263.630 (79.530.109)
CASH AND CASH EQUIVALENTS AT END OF YEAR
119.180.705 EFFECT OF PRICE-LEVEL RESTATEMENT ON CASH AND
CASH EQUIVALENTS
NET (DECREASE) INCREASE IN CASH AND CASH
119.180.706
39.650.597
page
077
Annual Report SONDA
07
Declaration of responsibility · The directors of SONDA S.A. and the chief executive officer, the signatories
to this declaration, swear to being responsible for the accuracy of the information provided in this Annual Report, in
accordance with the provisions of General Rule N°30 and complementary rules of the Superintendency of Securities
and Insurance.
Chairman
Tax Id: 5.078.702-8
Director Tax Id: 6.426.176-2
Ignacio Fernández Doren
Luiz Carlos U. Felippe
Mario Pavón Robinson
Director Tax Id: 5.386.757-k
Pablo Navarro Haeussler
Raúl Rivera Andueza
Segismundo Schulin-Zeuthen Serrano Director Tax Id: 4.689.635-1
Raúl Véjar Olea
Chief Executive Officer
Tax Id: 6.580.740-8
Rodrigo Peña Aranda
Investor Relations Officer
Address
Teatinos 500, 9th floor, Santiago
Telephone: (56-2) 657 5302
(56-2) 657 5389
Fax: (56-2) 657 5183
(56-2) 6575115
Electronic mail
[email protected]
Web
www.sonda.com
07
page
Investor relations: 079
Annual Report SONDA
Information for shareholders
and investors

Annual Report

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