Interim / Quarterly Report • Aug 29, 2014
Interim / Quarterly Report
Open in ViewerOpens in native device viewer
| 1. | Highlights 2 | ||
|---|---|---|---|
| 2. | Relevant facts 3 | ||
| 3. | Management report 4 | ||
| 3.1. | Market analysis 4 | ||
| 3.2. | Consolidated performance 5 | ||
| 3.3. | Performance of the Group Business Areas 6 | ||
| 3.4. | Future prospects 8 | ||
| 3.5. | Stock market 9 | ||
| 4. | Interim Consolidated Accounts 10 | ||
| 5. | Mandatory information 38 | ||
| 5.1. | Shares Held by Governing Bodies 38 | ||
| 5.2. | Managerial Transactions 38 | ||
| 5.3. | Statement of conformity 39 | ||
| 5.4. | Auditor report 40 | ||
| 6. | Additional information 42 |
Net income increased €1M to €1.5M
Sales grew 5.3% to €466.3M
Recurring EBITDA growth of 20.8% with a margin of 3.0% (+0.4 pp)
| Chart 1_Main Consolidated Indicators | ||||||
|---|---|---|---|---|---|---|
| Million euros | 1H14 | 1H13 | Δ 14/13 | 2Q14 | 2Q13 | Δ 14/13 |
| Tons ('000) | 431 | 395 | 9,1% | 206 | 188 | 9,4% |
| Sales | 466,3 | 442,8 | 5,3% | 225,0 | 214,5 | 4,9% |
| Gross margin | 85,8 | 82,1 | 4,5% | 41,2 | 39,8 | 3,6% |
| Gross margin (%) | 18,4% | 18,5% | -0,1 pp | 18,3% | 18,5% | -0,2 pp |
| Operating costs 1 | 69,2 | 68,5 | 1,1% | 34,2 | 34,1 | 0,2% |
| Provisions | 2,48 | 1,96 | 26,2% | 1,3 | 0,7 | 101,4% |
| Re-EBITDA | 14,1 | 11,7 | 20,8% | 5,7 | 5,0 | 13,2% |
| Re-EBITDA margin (%) | 3,0% | 2,6% | 0,4 pp | 2,5% | 2,3% | 0,2 pp |
| EBIT | 10,6 | 8,5 | 24,5% | 4,0 | 3,3 | 18,2% |
| Net financial costs | 8,4 | 7,3 | 15,8% | 4,2 | 3,8 | 8,5% |
| EBT | 2,3 | 0,8 | 174% | -0,1 | -0,9 | n.a. |
| Net income | 1,5 | 0,5 | 195,3% | 0,1 | -0,6 | n.a. |
| 30/6/14 | 30/6/13 | Δ 14/13 | 31/12/13 | Δ 6 months | ||
| Net Debt2 | 332,1 | 331,9 | 0,1% | 341,2 | -2,7% | |
| Net Debt pro-forma 3 | 318,5 | 331,9 | -4,0% | 330,0 | -3,5% |
Working Capital 157,6 152,5 3,3% 159,2 -1,0%
143,9 152,5 -5,7% 147,1 -2,2%
(1) Net of income from services and other income and excludes provisions
Pro-forma (excl. Korda, Realpack e Tradembal) Jun-14 = 64,4 M€
(2) Includes securitization
Working Capital pro-forma 3
(3) Excludes assets and liabilities of Korda, Realpack e Tradembal
Until the date of the announcement of the report the following relevant facts have occurred:
According to the latest data released by Eurostat, on the second quarter of 2014 GDP remained unchanged in the Eurozone, which compares with a 0.2% growth on the first quarter. Compared to the same period quarter growth was 0.7%. Also according to the Eurostat annual rate of inflation in June stood at 0.5%. Unemployment rate was of 11.5%, down 0.1 percentage points from the previous month and 0.5 percentage points over the same period, being the lowest level since September 2012.
Despite some improvement evidence on the macroeconomic scenario, there is still a high resilience of relevant risk factors: high unemployment levels, particularly youth unemployment, low inflation expectations in Europe, that remain at historically low levels, or the existing probability, although relatively low risk of deflation. In political terms the situation in Ukraine, which has dragged on, was an additional factor of instability.
The reversal of the positive macro-economic indicators apparently seem to have slowed the structural decline in the pulp and paper sector. The GDP growth spurred a demand increased for paper, mitigating the effect of the decline in private consumption and investment, recorded in the recent past, because of the economic crisis.
According to the latest available data from the Euro-Graph, demand in Europe, cumulative to May fell by 2.3% in the graphics sector and 1.5% in the coated paper (coated woodfree) while demand for uncoated paper (uncoated woodfree) increased by 1.5% over the same period last year. The development appears to be more positive than in the same period of last year or at the end of 2013.
The effect generated by the positive evolution of Economy has also enhanced the business areas of packaging and visual communication.
In an economic environment of some recovery in Europe, consolidated Inapa sales grew by 5.3% until June 2014 over the same period of 2013, reaching 466.3 million euros. Contributing to this positive trend was the 9.1% growth in volumes, the 4.2% growth of paper sales, the higher growth of 12.8% of complementary businesses and the effect of the recent acquisitions. In a pro-forma basis, paper business maintained its turnover – despite the negative evolution – and complementary business grew 2.7%.
With regard to the market environment, during the first half of 2014 continued to persist a strong pressure over average prices, generated by imbalances between a lower demand and supply with excess capacity.
Despite the inherent difficulties in the business context, Inapa kept the gross margin protection strategy, implemented last year, which resulted in an overall improvement in the profitability of the Group, through gross margin maintenance and sales mix improvement.
| Chart 2_ Developments of the Paper, Packaging and Visual Communication Business | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Million euros | 1H14 | 1H13 | ||||||||
| Sales | Weight | Δ 14/13 | Sales | Weight | ||||||
| Paper | 404,0 | 86,6% | 4,2% | 387,6 | 87,5% | |||||
| Complementary business | 62,3 | 13,4% | 12,8% | 55,2 | 12,5% | |||||
| Packaging | 32,3 | 6,9% | 26,3% | 25,6 | 5,8% | |||||
| Visual communication | 15,7 | 3,4% | 7,1% | 14,6 | 3,3% | |||||
| Others1 | 14,4 | 3,1% | -4,4% | 15,1 | 3,4% | |||||
| Total | 466,3 | 100% | 5,3% | 442,8 | 100% |
Complementary business continue to record the positive trend, with a growth of 26.3% in packaging and 7.1% in the visual communication business.
Note: (1) Cross-selling with the paper business, office and graphic supplies
The above mentioned gross margin strategy resulted in a gross margin of 18.4%, a slight decrease of 0.1 percentage points over the same period of 2013.
In the first half of 2014, as a result of the continuous cost management policy, operating costs decreased by 2.0 million euros (-3.0%) over the same period of 2013, on a pro forma basis. This decrease is mainly due to improved efficiency on the distribution, personnel and administrative costs.
Client provisions increased by 0.5 million euros compared to the same period last year, continuing to represent 0.5% of sales. Inapa maintained a strict credit risk management, which was complemented by its credit insurance policy.
Until June, the re-EBITDA was 14.1 million euros, representing 3.0% of sales, an increase of 20.8% (2.4 million euros), supported by the paper and complementary business sales increase, the strict control of operating costs and on continuous credit risk management.
Operational results (EBIT) increased 24.5% to 10.6 million euros, representing 2.3% of sales.
It should be highlighted that both EBITDA and EBIT margin, stood at the top levels of market benchmarks.
In the first half of 2014, financial costs increased by 15.8%, compared to the first six months of 2013, to 8.4 million euros, as a result of the Group perimeter increase and the gradual increase trend of reference rates, partially offset by the average debt levels reduction due to the operational cash flow increase. At a pro-forma basis the increase was of 7.7%.
Earnings before taxes rose 174% to 2.3 million euros. The good commercial performance, the gross margin maintenance and the operating costs contention, was only partially affected by the increase in net financial charges and depreciations.
Taxes for the period were 0.8 million euros.
Until June, the consolidated net income increased by 195% to 1.5 million euros, which compares with 0.5 million euros in 2013.
Working capital, on a comparable basis, improved 5.7% over June 2013, ie a reduction of 8.6 million euros. This evolution was due to improved management of working capital adjusted the business evolution.
The net debt at June 30, 2014, on a comparable basis, excluding the impact of acquisitions was 318.5 million euros, recording a decrease of 11.5 million euros when compared to December 2013 and a 13.4 million euros reduction if compared to June 2013.
The Agenda 2020, Inapa's strategic plan, set as goals the growth and geographic diversification of its portfolio. Thus, as a result of implementation of the strategic plan, the weight of complementary businesses (packaging and visual communication) in sales was 13.4%,
compared with 12.5% in the same period of last year, and their relative contribution to the generation of operational results (EBIT) of the Group was 21.2%.
In volume, 1H14 sales increased 9.1% comparing with 2013, from 395 thousand to 431 thousand tons. In value, paper business sales were 404.0 million euros, a 4.2% increase. The decline in the average price of paper relatively to the same period of 2013, is the result of the strong competition that exists in the markets, due to the falling demand and oversupply. The gradual improvement of economic indicators in Europe boosted the growth of the paper business along with the effect of the new operation in the Turkish market.
Cross-selling in the paper business (namely the sale of graphic and office supplies) amounted to 14.4 million euros in the first half of 2014.
The Group maintained its gross margin protection policy, focused on improving profitability through the product mix and maintained the paper business gross margin in 17%.
Operational results (EBIT) in the paper business were 9.5 million Euros, representing 2.3% of sales, a 29.1% increase compared with previous year. This evolution is explained by the good sales performance, conjugated with a reduction of fixed and distribution costs.
Packaging business had an increase of 26.3% relatively to 2013, with sales of 32.3 million euros driven by the growth in the markets where it operates and complemented by the acquisitions of Karbox (France), Tradembal (Portugal) and Realpack (Germany).
Operational results (EBIT), increased 37.1% to 1.7 million euros representing 5.3% of sales, as a result of operational optimization, due to the ongoing reorganization of the packaging business across all the geographies.
The business of visual communication ended the first half with sales of 15.7 million euros, an increase of 7.1% over the same period of 2013. Digital printing has registered a strong growth due to the innovation introduced in the market, such as Latex, that has speed up the change of
offset technologies and with resources to solvent inks. Nevertheless it should be highlighted that equipment sales continue to decrease due to lower investments in the Eurozone.
Operational results (EBIT) were of 0.6 million Euros, representing 3.6% of sales.
For the next quarter of the current year, it is foreseen a positive trend in paper volumes and sales, following the expected economic recovery on the Eurozone, despite the negative predictions of paper demand due to the competitive pressures, alongside the rigor required in the management of customers credit risk. Regarding the evolution of complementary businesses, it is anticipated the continuation of the positive trend, due to the investments made and the established partnerships.
Concerning the main markets, it is expected a good volume performance in Germany and Spain. For Switzerland and Portugal, predictions point to a more moderate growth pace and, at the French market, it is anticipated a contraction in demand, though perhaps less pronounced than observed to date.
Despite the positive general progression of economic indicators, it will remain a considerable difference between economic growth and paper demand growth due in a large extent to competition from digital media.
It is expected a decrease in operational costs, given the structural changes and adjustment initiatives that have been already implemented, namely in sales, logistics and administrative areas, to adequate the structure to current and expected market evolution.
In order to extract the maximum value of the paper business, the Group will remain focused on the analysis of possible opportunities for optimization in the markets in which it operates, to reduce their operating costs, particularly through the standardization of information systems that support the business activity and the consolidation of the shared services center.
Complementary businesses should maintain the recorded growth trend and profitability, with a consequent increase on its weight on the Group, both in revenue and operational results. Packaging business will continue to absorb a significant portion of the Group's investment.
In terms of cash flow generation, the Group will continue to focus on optimizing working capital, on generating cash from operations, on continuing the effort to reduce debt and on improving its maturity ratio.
At the end of the first half of 2014 ordinary shares quote had a decrease of 3.2% relatively to 2013-year end. During the second quarter, the trend of the first quarter reverted, having closed the quarter with a price 0.213€, which compares with a 3.7% increase of the PSI-20. Despite the decline, the performance of Inapa shares was better the one of other players in the industry.
Inapa trading volumes during the second quarter were lower than in the first quarter, with average volumes similar to last quarter of 2013.
Preferred share's price at 30 June 2014 was 0.20€, two cents above its emission price (done in October 2011) and four cents below
2013 year end quote. The liquidity of these titles is low, being traded 745 thousand shares on the first six months.
CONSOLIDATED SEPARATE INCOME STATEMENT AS AT JUNE 30, 2014 (Amounts expressed in thousand of Euros)
| Notas | JUNE 30, 2014 | 2nd QUARTER 2014 * | JUNE 30, 2013 | 2nd QUARTER 2013 * | |
|---|---|---|---|---|---|
| Tonnes * | 431.461 | 206.087 | 395.494 | 188.409 | |
| Sales and service rendered | 3 | 471.137 | 227.131 | 447.738 | 216.984 |
| Other Income | 3 | 11.492 | 5.552 | 11.786 | 5.344 |
| Total Income | 482.629 | 232.683 | 459.524 | 222.328 | |
| Cost of sales | -384.988 | -185.711 | -365.256 | -176.829 | |
| Personal costs | -38.759 | -19.428 | -37.583 | -18.682 | |
| Other costs | 5 | -44.937 | -21.837 | -45.887 | -22.501 |
| 13.945 | 5.707 | 10.797 | 4.316 | ||
| Depreciations and amortizations | -3.212 | -1.599 | -2.669 | -1.328 | |
| Gains / (losses) in associates | 3 | 2 | 1 | -1 | |
| Net financial function | 6 | -8.445 | -4.174 | -7.293 | -3.848 |
| Net profit before Income tax | 2.291 | -65 | 836 | -861 | |
| Income tax | 16 | -755 | 120 | -243 | 308 |
| Net profit / (loss) for the period | 1.537 | 55 | 594 | -553 | |
| Attributable to : | |||||
| Shareholders of the company | 1.534 | 57 | 520 | -656 | |
| Non controlling interests | 3 | 6 | 74 | 37 | |
| Earnings per share of continued operations - € | |||||
| Basic | 0,003 | 0,0004 | 0,001 | -0,001 | |
| Diluted | 0,003 | 0,0004 | 0,001 | -0,001 |
To be read in conjuction with the Notes to the consolidated financial statements
* Non audited
| inapa | ||
|---|---|---|
| -- | -------------- | -- |
| JUNE 30, 2014 | 2nd QUARTER 2014 * | JUNE 30, 2013 | 2nd QUARTER 2013 * | |
|---|---|---|---|---|
| Net profit for the period before minority interest | 1.537 | 55 | 594 | $-553$ |
| Items that will not be reclassified to profit or loss | ||||
| Acturial gains / losses | ||||
| Items that may be reclassified subsequently to profit or loss | ||||
| Change in value of available-for-sale financial assets | ٠ | |||
| Currency translation differences | 99 | 125 | (4) | (94) |
| Income recognized directly in equity | 99 | 125 | (4) | (94) |
| Total comprehensive income for the period | 1.636 | 180 | 590 | $-647$ |
| Attributable to: | ||||
| Shareholders of the company | 1.633 | 174 | 516 | $-683$ |
| Non controlling interests | З | 6 | 74 | 37 |
| 1.636 | 180 | 590 | $-647$ |
| Notes | JUNE 30, 2014 | DECEMBER 31, 2013 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Tangible fixed assets | 90.485 | 92.997 | |
| Goodwill | 7 | 148.559 | 148.535 |
| Other intangible assets | 114.270 | 112.984 | |
| Investment in associate companies | 1.071 | 1.068 | |
| Available-for-sale financial assets | 8 | 39 | 40 |
| Other non-current assets | 11 | 23.018 | 24.232 |
| Deferred tax assets | 17 | 22.618 | 22.347 |
| Total non-current assets | 400.060 | 402.203 | |
| CURRENT ASSETS | |||
| Inventories | 73.583 | 67.895 | |
| Trade receivables | 11 | 149.584 | 141.913 |
| Tax to be recovered | 6.951 | 8.444 | |
| Available-for-sale financial assets | 8 | ||
| Other current assets | 11 | 28.945 | 31.110 |
| Cash and cash-equivalents | 12 | 17.671 | 24.835 |
| Total current assets | 276.735 | 274.197 | |
| Total assets | 676.795 | 676.399 | |
| SHAREHOLDERS EQUITY | |||
| Share capital | 14 | 180.135 | 204.176 |
| Share issue premium | 450 | 450 | |
| Reserves | 45.454 | 43.832 | |
| Retained earnings | $-33.835$ | $-57.085$ | |
| Net profit for the period | 1.534 | 1.273 | |
| 193.739 | 192.648 | ||
| Non controled interests | 1.112 | 1.211 | |
| Total shareholders equity | 194.851 | 193.859 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Loans | 15 | 108.347 | 111.436 |
| Financing associated to financial assets | 15 | 40.035 | 47.002 |
| Deferred tax liabilities | 17 | 23.917 | 23.854 |
| Provisions | 147 | 307 | |
| Liabilities for employee benefits | 4.700 | 4.594 | |
| Other non-current liabilities | 16 | 4.265 | 6.032 |
| Total non-current liabilities | 181.410 | 193.225 | |
| Current liabilities | |||
| Loans | 15 | 201.425 | 207.599 |
| Suppliers | 16 | 65.547 | 50.592 |
| Tax liabilities | 12.970 | 12.310 | |
| Other current liabilities | 16 | 20.593 | 18.815 |
| Total current liabilities | 300.535 | 289.315 | |
| Total shareholders equity and liabilities | 676.795 | 676.399 |
| Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share Capital | Share issuance premium |
Foreign Exchange Adjustments |
Other reserves and Retained earnings |
Net Profit / (loss) for the period |
Total | Non-controlling interests |
Shareholders Equity |
|
| BALANCE AS AT JANUARY 1, 2013 | 204.176 | 450 | 5.122 | $-11,500$ | $-5.949$ | 192.300 | 4.068 | 196.369 |
| Total earnings and costs recognized in the period | -4 | 520 | 516 | 74 | 590 | |||
| Previous year net profit and loss result | ÷. | $-5.949$ | 5.949 | $\overline{\phantom{a}}$ | a. | $\sim$ | ||
| Dividends | ×, | ×, | A | $\overline{\phantom{a}}$ | $-102$ | $-102$ | ||
| Other changes | $\overline{a}$ | $\sim$ | $\sim$ | $\sim$ | ||||
| Total of gains and losses of the period | ٠ | -4 | $-5.949$ | 6.469 | 516 | $-28$ | 488 | |
| BALANCE AS AT JUNE 30, 2013 | 204.176 | 450 | 5.118 | $-17.449$ | 520 | 192.816 | 4.040 | 196.856 |
| BALANCE AS AT JANUARY 1, 2014 | 204.176 | 450 | 4.612 | $-17.865$ | 1.273 | 192.648 | 1.211 | 193.859 |
| Total earnings and costs recognized in the period | 99 | 1.534 | 1.633 | 3 | 1.636 | |||
| Previous year net profit and loss result | ÷ | 1.273 | $-1.273$ | |||||
| Dividends | ÷ | $-542$ | $-542$ | $-542$ | ||||
| Capital reduction to retained earnings coverage | $-24.042$ | ٠ | ٠ | 24.042 | $\overline{a}$ | $-102$ | $-102$ | |
| Other changes | ٠ | ٠ | $\overline{a}$ | $\sim$ | $\sim$ | |||
| Total of gains and losses of the period | $-24.042$ | ٠ | 99 | 24,773 | 261 | 1.091 | $-99$ | 992 |
| BALANCE AS AT JUNE 30, 2014 | 180.134 | 450 | 4.711 | 6.909 | 1.534 | 193,739 | 1.112 | 194.851 |
| Notes | JUNE 30, 2014 | 2nd QUARTER 2014* | JUNE 30, 2013 | 2nd QUARTER 2013 * | |
|---|---|---|---|---|---|
| Cash flow generated from operating activities | |||||
| Cash receipts from customers Payments to suppliers |
486.257 $-390.276$ |
247.893 $-197.737$ |
464.995 $-364.729$ |
224.583 $-186.847$ |
|
| Payments to personnel | $-39.862$ | $-19.786$ | $-37.444$ | $-18.372$ | |
| Net cash from operational activities | 56.118 | 30.370 | 62.821 | 19.363 | |
| Income taxes paid | $-1.214$ | $-632$ | $-3.698$ | $-3.325$ | |
| Income taxes received | 783 | 318 | 41 | ||
| Other proceeds relating to operating activity | 19.221 | 8.311 | 20.200 | 3.374 | |
| Other payments relating to operating activity | $-46.670$ | $-26.602$ | $-58.936$ | $-14.480$ | |
| $ 1 $ Net cash generated from operating activities |
28.239 | 11.449 | 20.706 | 4.974 | |
| Cash flow from investing activities | |||||
| Proceeds from: | |||||
| Financial investments Tangible fixed assets |
1.287 | 942 | 24 924 |
923 | |
| Intangible assets | ÷. | ||||
| Interest and similar income | 1.425 | 746 | 322 | 211 | |
| Dividends | $\mathbf 0$ | 21 | 21 | ||
| Payments in respect of: | 2.712 | 1.688 | 1.291 | 1.155 | |
| Financial investments | $-263$ | $-29$ | $-1.251$ | 850 | |
| Tangible fixed assets | $-1.708$ | $-602$ | $-667$ | $-353$ | |
| Intangible assets | $-536$ | $-422$ | $-545$ | $-375$ | |
| Advances from third-party expenses | ÷ | ×. | |||
| Loans granted | × | × | ×, | ×. | |
| $-2.507$ | $-1.052$ | $-2.462$ | 123 | ||
| 2 Net cash used in investing activities |
204 | 636 | $-1.172$ | 1.278 | |
| Cash flow from financing activities | |||||
| Proceeds from: | |||||
| Loans obtained | 26.720 | 8.680 | 24.399 | 4.313 | |
| Capital increases, repayments and share premiums | |||||
| Treasury placements | |||||
| Changes in ownership interests | Î, | ||||
| 26.720 | 8.680 | 24.399 | 4.313 | ||
| Payments in respect of: Loans obtained |
$-44.638$ | $-8.085$ | $-67.794$ | $-18,099$ | |
| Amortization of financial leases | $-368$ | $-48$ | $-490$ | $-182$ | |
| Interest and similar expenses | $-8.476$ | $-5.571$ | $-6.369$ | $-3.533$ | |
| Dividends | $-542$ | $-542$ | ×, | $\sim$ | |
| $-54.024$ | $-14.245$ | $-74.653$ | $-21.814$ | ||
| 3 Net cash used in financing activities |
$-27.304$ | $-5.565$ | $-50.255$ | $-17.502$ | |
| Increase / (decrease) in cash and cash-equivalent $ 4 = 1 + 2 + 3 $ |
1.140 | 6.520 | $-30.721$ | $-11.251$ | |
| Effect of exchange differences | $-20$ | -48 | $-38$ | $-12$ | |
| 1.120 | 6.472 | $-30.759$ | $-11.263$ | ||
| Cash and cash-equivalents at the begining of period Cash and cash-equivalents at the end of period |
12 | $-107.162$ $-106.042$ |
6.472 | $-62.045$ $-92.804$ |
$-11.263$ |
| 1.120 | 6.472 | $-30.759$ | $-11.263$ |
(All amounts are expressed in thousands of Euros, unless otherwise specified)
Inapa-Investimentos, Participações e Gestão, S.A. (Inapa -IPG) is the parent company of the Inapa Group, with the business purpose of owning and managing movable and fixed assets, holding shares in other companies, exploiting its own and third-party commercial and industrial establishments and providing support to companies in which it is a shareholder. Inapa - IPG is listed on the Euronext Lisbon stock exchange.
Head Office: Rua Braamcamp 40 - 9ºD, 1250-050
Lisbon, Portugal
Share capital: 204,176,479.38 euros
N.I.P.C. (Corporate Tax Identification Number): 500 137 994
As a result of its development and internationalisation plan, the Inapa Group holds shares in the paper merchanting sector in several European countries, specifically (i) Inapa Deutschland, GmbH headquartered in Germany, which holds stakes in Papier Union, GmbH, which, in turn is the controlling shareholder of Inapa Packaging, GmbH and Inapa VisualCom GmbH, all of which are incorporated in the same country, (ii) Inapa France, SA and subsidiary companies, operating in France and Belux, (iii) Inapa Switzerland, a subsidiary controlled directly and indirectly through Inapa Deutschland, GmbH, which operates in the Swiss market, (iv) Inapa Portugal – Distribuição de Papel, SA, the Portuguese company of the Group which has a stake in Inapa Angola-Distribuição de Papel,SA, (v) Inapa España Distribuición Ibérica, SA, operating in Spain, which has a stake in Surpapel SL (a company that markets paper). and (vi) Europackging, SGPS, Lda, based in Portugal, that develops operations in Portugal and France through its subsidiaries (vii) one company located in the United Kingdom - Inapa Merchants Holding, Ltd, company without activity. The subsidiary Inapa Packaging, GmbH, in turn has one company selling which sells packaging material, Realpack, GmbH.
These consolidated financial statements were approved by Inapa-IPG's Board of Directors of 28 August 2014. It is the opinion of the Board that these financial statements appropriately reflect the Group's operations and financial position.
The consolidated financial statements of the Inapa Group were prepared under the assumption that it will continue to operate and are based on the accounting books and records of the companies which comprise the Group. On the other hand, the interim financial statements for the six months ending 30 June 2014 were prepared in compliance with the provisions of IAS 34 – Interim Financial Reporting and are published in conjunction with condensed Notes thereto, on account of which they are to be perused in conjunction with the annual consolidated financial statements reported to financial year ended 31 December 2013.
The consolidated financial statements of the Inapa Group are also prepared in compliance with the International Financial Reporting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB) subject to the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or its former representative, the Standing Interpretations Committee (SIC), as endorsed in the European Union.
The accounting policies applied in these interim consolidated financial statements are consistent with the policies adopted by the Inapa Group in preparing its annual consolidated financial statements reported on the financial year that ended December 31th , 2013 and are detailed in the Notes to those financial statements.
After 1 January 2014 the following standards, interpretations and amendments to existing standards came into effect following their publication by the IASB, by IFRIC and their adoption by the European Union:
IFRS 10 Consolidated Financial Statements;
IFRS 11 Joint Arrangements;
The beginning of these standards had no had no material impact on these financial statements.
IASB and IFRIC published new standards, amendments to existing standards and interpretations, the application of which is still not obligatory for the period beginning until 30 June 2014 as they have not been adopted by European Union. These standards are either not relevant in the context of the present financial statements or Inapa has opted not to adopt them before time:
European Union. This cycle affects the normative improvements following: IFRS 1, IFRS 3, IFRS 13 and IAS 40.
In the preparation of these financial statements the Group has not early adopted any of these standards.
According to the analysis made by Inapa, does not expect that the implementation of the amendments and new standards referred to above, which are not yet mandatory for the periods beginning on January 1, 2014, has significant impact on the financial statements of the Group with its entry into force
No material errors or significant changes to accounting estimates relative to prior periods were recognised during the course of the first half of 2014.
Estimates made in preparing the financial statements for the six months ended June 30, 2014 have the same characteristics as in the preparation of financial statements for 2013.
The preparation of financial statements was conducted in accordance with generally accepted accounting principles by use of estimates and assumptions that affect the reported amounts of assets and liabilities and revenue and expenses during the reporting period. It should be noted that although the estimates have been based on the best knowledge of the Board of Directors with respect to current events and actions, actual results may ultimately come to differ from them.
Sales and services rendered during the six months to 30 June 2014 and 30 June 2013 brake down as follows:
| 30 June 2014 | 30 June 2013 |
|---|---|
| 22.992 | 23.478 |
| 204 | 159 |
| 23.195 | 23.637 |
| 443.356 | 419.360 |
| 4.585 | 4.741 |
| 447.942 | 424.101 |
| 471.137 | 447.738 |
As at 30 June 2014 and 2013, Other income balance brake down as follows:
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| Supplementary income | 423 | 400 |
| Net cash discounts | 4.429 | 4.539 |
| Other income | 6.641 | 6.847 |
| 11.492 | 11.786 |
The information in the report by segment is presented in accordance with the identified operating segments: paper supply, packaging and visual communication. Holdings that are not imputed to the identified businesses are recorded under Other operations.
The results for each segment correspond to those that are directly attributable and those for which there is reasonable basis for attribution. Inter-segmental transfers are carried out at market prices and are not materially significant.
The breakdown of financial information on June 30, 2014 and 2013 for operating segments is as follows:
| 30 June 2014 | 30 June 2013 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paper | Packaging | Visual | Other Comunication operations |
Eliminations dations |
on consoli- Consolidated | Paper | Visual Packaging Comunication operations |
Other | Eliminations on consoli- dations |
Consolidated | ||
| REVENUES | ||||||||||||
| External sales | 418.409 | 32.278 | 15.657 | 4 | - | 466.348 | 402.649 | 25.561 | 14.622 | 6 | - | 442.838 |
| Inter-segment sales | 1.000 | 991 | 1.444 | - | -3.435 | - | 378 | 1.213 | 1.353 | - | -2.943 | - |
| Other revenues | 15.329 | 475 | 473 | 4 | - | 16.281 | 16.100 | 234 | 231 | 120 | - | 16.685 |
| Total Revenues | 434.738 | 33.744 | 17.574 | 8 | -3.435 | 482.629 | 419.127 | 27.008 | 16.206 | 126 | -2.943 | 459.524 |
| RESULTS | ||||||||||||
| Segment results | 9.537 | 1.704 | 570 | -1.305 | 227 | 10.733 | 7.390 | 1.243 | 1.008 | -1.896 | 383 | 8.129 |
| Operacional results | 10.733 | 8.129 | ||||||||||
| Interest expenses | -5.195 | -440 | -161 | -5.479 | 1.867 | -9.408 | -3.531 | -240 | -111 | -5.138 | 1.492 | -7.528 |
| Interest income | 2.619 | 8 | 17 | 384 | -2.065 | 964 | 1.379 | 4 | 15 | 495 | -1.658 | 235 |
| Tax on profits | - | - | - | - | - | -755 | - | - | - | - | - | -243 |
| Income from ordinary activities | 1.533 | 593 | ||||||||||
| Gains/ (losses) in associated companies | 3 | 1 | ||||||||||
| Net profit /(loss) for the year | 1.537 | 594 | ||||||||||
| Attributable : | ||||||||||||
| Equity shareholders | 1.533 | 520 | ||||||||||
| Non controlling interests | 3 | 74 |
As at 30 June 2014 and 2013, paper sales per country where the Group operates were broken down as follows:
| Sales | ||||
|---|---|---|---|---|
| 30 June 2014 | 30 June 2013 | |||
| 220.295 | 212.122 | |||
| 96.076 | 102.523 | |||
| 19.612 | 20.732 | |||
| 82.427 | 67.272 | |||
| 418.409 | 402.649 | |||
As at the end of the six month period to 30 June 2014 and 30 June 2013, the Other costs brake down as follows:
| General and Administrative expenses | -39.928 | -40.438 |
|---|---|---|
| Indirect taxes | -2.074 | -1.982 |
| Other costs | -461 | -1.505 |
| Impairment to current assets | -2.475 | -1.962 |
| -44.937 | -45.887 |
As at the end of the six months to 30 June 2014 and 30 June 2013, financial function was broken down as follows:
| 30 June 2014 | 30 June 2013 | |
|---|---|---|
| General and Administrative expenses | -39.928 | -40.438 |
| Indirect taxes | -2.074 | -1.982 |
| Other costs | -461 | -1.505 |
| Impairment to current assets | -2.475 | -1.962 |
| -44.937 | -45.887 | |
| 6. FINANCIAL FUNCTION |
||
| down as follows: | ||
| 30 June 2014 | 30 June 2013 | |
| Financial income Interest received |
- | - |
| Gains on investments | - | 21 |
| Favourable FX differences | 964 | 66 |
| Other financial income and profits | - | 148 |
| 964 | 235 | |
| Financial costs | ||
| Interest paid | -6.658 | -5.551 |
| Unfavourable FX differences | -970 | -17 |
| Other financial losses and costs | -1.781 | -1.960 |
| -9.409 | -7.528 | |
| Net financial results | -8.445 | -7.293 |
| 7. GOODWILL |
||
| and the year 2013 was as follows: | ||
| 1ST HALF 2014 RESULTS 21 / 42 |
The variation of the balance recorded in Goodwill during the six months ended June 30, 2014 and the year 2013 was as follows:
| january 1, 2013 | |
|---|---|
| Acquisition value | 155.936 |
| Accumulated Impairment losses | -11.766 |
| Balance as at January 1, 2013 | 144.170 |
| Moviments during 2013 | |
| Exchange rate differences | - |
| Increases | 4.365 |
| Impairment | - |
| Transfers and disposals | - |
| Changes in consolidation perimeter | - |
| 148.535 | |
| December 31, 2013 | |
| Acquisition value | 160.301 |
| Accumulated Impairment losses | -11.766 |
| Balance as at December 31, 2013 | 148.535 |
| Moviments during 2014 | |
| Exchange rate differences | - |
| Increases | 24 |
| Impairment | - |
| Transfers and disposals | - |
| Changes in consolidation perimeter | - |
| 148.559 | |
| June 30, 2014 | |
| Acquisition value | 160.325 |
| Accumulated Impairment losses | -11.766 |
| Balance as at June 30, 2014 | 148.559 |
When the various subsidiaries were acquired, the difference between the value of the acquisition and the fair value of the assets and liabilities acquired were calculated
The 2013 variation in the value of goodwill results mainly from the acquisition of Realpack, in the area of packaging, by the subsidiary Inapa Packaging, in the amount of 2,901 thousand Euros, being assigned a value of 910 thousand Euros to the acquired net assets. Inapa Portugal acquired Crediforma, in the area of visual communication, by the amount of 2,116 thousand Euros, being assigned a value of 330 thousand Euros to the acquired net assets. Inapa - Investimentos, Participações e Gestão acquired Korda, a paper supplier in Turkey, by the amount of 5,304 thousand Euros, being assigned a value of 4,716 thousand Euros to the acquired net assets.
The variation in the first half of 2014 results essentially of an adjustment to goodwill regarding the acquisition of Realpack GmbH by Inapa Packaging, GmbH.
As at 30 June 2014 and 31 December 2013, Available-for-sale financial assets were broken down as follows:
| 30 June 2014 | December 31, 2013 | |
|---|---|---|
| Non current | ||
| Other´s | 39 | 40 |
| 39 | 40 | |
| Current | ||
| Other´s | - | - |
| - | - |
Changes in Available-for-sale financial assets during six month period to 30 June 2014 and year 2013 were as follows:
| Opening balance as at 1 January 2013 | 62 |
|---|---|
| Aquisitions | 2 |
| Disposals | -24 |
| Changes in fair value | - |
| Closing balance as at 31 December 2013 | 40 |
| Aquisitions | - |
| Disposals | -1 |
| Changes in fair value | - |
| Closing balance as at 30 June 2014 | 39 |
As at 30 June 2014, the following subsidiary companies were consolidated on a full consolidation basis:
| Subsidiary company name | Head Office | % Group holdings |
Business operation |
Direct holding company |
Date of incorporation |
|---|---|---|---|---|---|
| Inapa-Portugal, SA | Rua das Cerejeiras, nº 5, Vale Flores São Pedro de Penaferrim 2710 Sintra |
99.75 | Paper Merchanting |
Inapa – IPG, SA | 1988 |
| Inapa Distribuición Ibérica, SA |
c/ Delco Polígono Industrial Ciudad del Automóvil 28914 Leganés, Madrid |
100.00 | Paper Merchanting |
Inapa – IPG, SA | December 1998 |
| Inapa France, SA | 91813 Corbeil Essones Cedex France |
100.00 | Paper Merchanting |
Inapa – IPG, SA | May 1998 |
| Logistipack – Carton Services,SA |
14, Impasse aux Moines 91410 Dourdon France |
100.00 | Packaging | Europackaging SGPS, Lda |
January 2008 |
| Inapa Belgique | Vaucampslan, 30 1654 Huizingen Belgium |
99.94 | Paper Merchanting |
Inapa – IPG, SA | May 1998 |
| Inapa Luxemburg | 211, Rue des Romains. L. 8005 Bertrange Luxemburg |
97.81 | Paper Merchanting |
Inapa Belgique | Maio 1998 |
| Inapa Deutschland, GmbH | Warburgstraβ, 28 20354 Hamburgo Germany |
97.60 | Holding | Inapa – IPG, SA | April 2000 |
| Papier Union, GmbH | Warburgstraβe, 28 20354 Hamburgo Germany |
94.90 | Paper Merchanting |
Inapa Deutschland, GmbH |
April 2000 |
| Inapa Packaging, GmbH | Warburgstraβ, 28 20354 Hamburgo Germany |
100.00 | Holding | Papier Union, GmbH |
2006 |
| Inapa Viscom, GmbH | Warburgstraβ, 28 20354 Hamburgo Germany |
100.00 | Holding | Papier Union, GmbH |
January 2008 |
| Complott Papier Union, GmbH |
Industriestrasse 40822 Mettmann Germany |
100.00 | Visual Communication |
Inapa VisCom, GmbH |
January 2008 |
| Inapa – Merchants, Holding, Ltd |
Torrington House, 811 High Road Finchley N12 8JW United Kingdom |
100.00 | Holding | Inapa – IPG, SA | 1995 |
| Inapa Suisse | Althardstrasse 301 8105 Regensdorf – Switzerland |
100.00 | Paper Merchanting |
Inapa-IPG,SA e Papier Union, GmbH |
May 1998 |
| Subsidiary company name | Head Office | % Group holdings |
Business operation |
Direct holding company |
Date of incorporation |
|---|---|---|---|---|---|
| Europackaging SGPS, Lda | Rua Castilho 44- 3º 1250-071 Lisboa |
100.00 | Holding | Inapa – IPG, SA | October 2011 |
| Edições Inapa, Lda | Rua Castilho 44- 3º 1250-071 Lisbon |
100,00 | Editorial | Inapa – IPG, SA | November 2009 |
| Inapa Angola – Distribuição de Papel, SA |
Rua Amílcar Cabral nº 211 Edifício Amílcar Cabral nº 8º Luanda – Angola |
100.00 | Paper Merchanting |
Inapa Portugal, SA | December 2009 |
| Semaq Emballages, SA | Rue de Strasbourg – ZI de Bordeaux Fret França |
100.00 | Packaging | Logistipack – Carton Services,SA |
February 2013 |
| Inapa Embalagem, Lda | Rua das Cerejeiras, nº 5, Vale Flores São Pedro de Penaferrim 2710 Sintra |
100.00 | Packaging | Europackaging, SGPS, Lda |
March 2013 |
| Inapa Shared Center, Lda | Rua das Cerejeiras, nº 5, Vale Flores São Pedro de Penaferrim 2710 Sintra |
100.00 | Shared services | Inapa Portugal, SA and Inapa – IPG, SA |
July 2013 |
| Da Hora Artigos de Embalagem, Lda |
Urbanização das Minhoteiras, lote 3 – Crestins Maia 4470-592 Moreira Maia |
100.00 | Packaging | Inapa Embalagem, Lda |
November 2013 |
| Crediforma – Papelaria e Equipamento Técnico, Lda |
Rua das Cerejeiras, nº 5, Vale Flores São Pedro de Penaferrim 2710 Sintra |
100.00 | Visual Communication l |
Inapa Portugal SA | January 2014 |
| KORDA Kağıt Pazarlama ve Ticaret Anonim Şirketi |
Kasap Sokak. Konak Azer 34394 Istambul Turquia |
100,00 | Distribuição papel | Inapa-IPG, SA | setembro 2013 |
| Realpack GmbH | Robert-Bosch-Straße 6- 12 D-71299 Wimsheim Alemanha |
100,00 | Embalagem | Inapa Packaging, GmbH |
novembro 2013 |
| Tradembal – Comércio, Indústria, Exportação e Importação de Produtos Sintéticos, S.A. |
Rua da Industria, 9 Porto Salvo 2740 Oeiras Portugal |
75,00 | Embalagem | Inapa Embalagem, Lda. |
setembro 2013 |
In the six months ended June 30, 2014, there were the following amendments in respect of the consolidated companies: Merger of companies Inapa Packaging, GmbH; HTL Verpackung, and Hennessen & Potthoff GmbH, GmbH, by incorporating the last two in Inapa Packaging, GmbH, with effect from April 1, 2014
All balances and transactions with subsidiary companies were eliminated in consolidation process.
Were included in the consolidated financial statements by the equity method, under Investments in associated companies, the following companies:
| Associate company name | Shareholding company | % Holding |
|---|---|---|
| Surpapel, SL | Inapa España Distribuicíon Ibérica, SA | 25,00 |
| Inapa Logistics | Papier Union, GmbH | 100,00 |
| Inapa Vertriebsgesellschaft GmbH | Papier Union, GmbH | 100,00 |
Holdings in the companies listed in the following table were not consolidated on a full consolidation basis. The impact of their exclusion is deemed to be materially irrelevant. Megapapier was not consolidated on a full consolidation basis due to the fact that the Group intends to liquidate it and it was valued at nil.
| Company name | Head Office | Direct Shareholder | % holdings |
|---|---|---|---|
| Megapapier - Mafipa Netherland BV |
PO Box 1097 3430 BB Nieuwegein Holand |
Inapa France, SA | 100% |
| Inapa Logistics | Warburgstrasse,28 20354 Hamburg Germany |
Papier Union, GmbH | 100% |
As at 30 June 2014 and 31 December 2013, Trade receivable was broken down as follows:
| 30 June 2014 | December 31, 2013 | |
|---|---|---|
| Trade receivables | ||
| Trade receivables -Current account | 130.780 | 123.611 |
| Trade receivables -Bills receivable | 14.326 | 13.445 |
| Doubtful debt | 28.297 | 26.980 |
| 173.403 | 164.036 | |
| Cumulative impairment losses | -23.819 | -22.123 |
| Trade receivebles - net balance | 149.584 | 141.913 |
As at 30 June 2014 and 31 December 2013, the balance of Other assets was broken down as follows:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Other non current assets | ||
| Other debtors | 24.312 | 25.452 |
| Accumulated impaiment losses | -1.294 | -1.220 |
| 23.018 | 24.232 | |
| Other current assets | ||
| Stockholdings and stockholders | - | - |
| Advances to suppliers | 415 | 442 |
| Other debtors | 14.450 | 12.762 |
| Accumulated impaiment losses | -3.019 | -3.019 |
| 11.431 | 9.743 | |
| Accrued income | 13.589 | 19.564 |
| Deferred costs | 3.511 | 1.362 |
| 28.945 | 31.110 |
The balance of Cash and cash-equivalent was broken down as follows:
| 30 June 2014 | 31 December 2013 | 30 June 2013 | |
|---|---|---|---|
| Cash and cash-equivalent | |||
| Banks | 17.377 | 24.549 | 11.229 |
| Cash | 294 | 285 | 344 |
| 17.671 | 24.834 | 11.573 |
For purposes of reconciliation to the Cash Flow Statement, Cash and cash-equivalent items are broken down as follows:
| 30 June 2014 | 31 December 2013 | 30 June 2013 | ||
|---|---|---|---|---|
| Cash and cash-equivalent | ||||
| Banks | 17.377 | 24.549 | 11.229 | |
| Cash | 294 | 285 | 344 | |
| Cash and cash-equivalent per balance sheet | 17.671 | 24.834 | 11.573 | |
| Bank overdrafts | -126.480 | -131.996 | -104.377 | |
| Cash and Cash-equivalent per Cash-Flow statement | -108.809 | -107.162 | -92.804 |
The balance of Bank overdrafts includes creditor balances held on current accounts with financial institutions included in the balance of Loans (Note 15).
During the six months ended in 30 June 2014 the recognised asset impairments were as follows:
| Goodwill | Other intangible assets |
Inventories | Trade receivables |
Other current assets |
Total | |
|---|---|---|---|---|---|---|
| Balance as at January 1, 2013 | 11.766 | 27.464 | 878 | 17.890 | 4.255 | 62.253 |
| Increases | - | - | 341 | 4.190 | - | 4.531 |
| Utilisation | - | - | 200 | -1.650 | -16 | -1.466 |
| Reverseals | - | - | -64 | -906 | - | -970 |
| Changes in the consolidation perimeter | - | - | 38 | 2.612 | - | 2.650 |
| Exchange rate differences | - | - | -1 | -13 | - | -14 |
| Balance as at December 31, 2013 | 11.766 | 27.464 | 1.392 | 22.123 | 4.239 | 66.984 |
| Increases | - | - | 122 | 2.475 | - | 2.597 |
| Utilisation | - | - | - | -316 | 74 | -242 |
| Reverseals | - | - | - | -433 | - | -433 |
| Changes in the consolidation perimeter | - | - | - | - | - | 0 |
| Exchange rate differences | - | - | - | -31 | - | -31 |
| Balance as at June 30, 2014 | 11.766 | 27.464 | 1.514 | 23.819 | 4.313 | 68.876 |
At June 30, 2014 and December 31, 2013 share capital was represented by 450,980,441 shares, of which 150,000,000 shares have no par value ordinary nature and 300,980,441 preferred shares during 2014 began to have voting rights, certificated and bearer with no par value. Equity is fully subscribed and issued.
The preference shares confer the right to a preferential dividend of 5% of their issue price (0.18 euros per share), taken from the profits that, under applicable law, may be distributed to shareholders. In addition to the preferential dividend rights, preference shares confer all the rights attaching to ordinary shares, except the right to vote. The preferred dividend that is not paid in a year must be paid within the following three years, before dividends on these, as long as there are distributable profits. In the case of the priority dividend is not fully paid during two years, preference shares are to confer voting rights on the same terms that the ordinary shares and only lost it in the year following that in which the dividends have been paid priority.
In compliance with the provisions of Articles 16 and 248 - B of the Securities Market Code and CMVM (the Portuguese Securities Market Commission) Regulation no. 5 / 2008, Inapa –
Investimentos, Participações e Gestão, SA, was duly notified of the following qualified holdings of its shares by other companies or individuals:
| 30 June 2014 | 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Shareholder | Numbr of ordinary shares |
% of ordinary shares |
% Voting rights |
Numbr of ordinary shares |
% of ordinary shares |
% Voting rights |
| Parpública – Participações Públicas (SGPS), SA | 49.080.000 | 32,72% | 10,88% | 49.084.738 | 32,72% | 32,72% |
| Shares attributed to Banco Comercial Português, SA (art 20º do CVM) |
26.986.310 | 17,99% | 32,93% | 27.361.310 | 18,24% | 18,24% |
| Fundo de Pensões do Grupo Banco Comercial Português | 16.491.898 | 10,99% | 13,81% | 16.491.898 | 10,99% | 10,99% |
| Banco Comercial Português | 10.494.412 | 7,00% | 19,12% | 10.869.412 | 7,25% | 7,25% |
| Nova Expressão SGPS, SA | 9.300.000 | 6,02% | 2,06% | 9.035.000 | 6,02% | 6,02% |
| Tiago Moreira Salgado | - | - | - | 4.500.000 | 3,00% | 3,00% |
| Shares attributed to CGD (art 2º do CVM) | 2.762 | 0,002% | 33,01% | - | - | - |
| Fundo de Pensões da CGD | 1.262 | 0,001% | - | - | - | - |
| Caixa Banco de Investimento, SA | 1.500 | 0,001% | - | - | - | - |
| Parcaixa -SGPS, SA | - | - | 33,01% | - | - | - |
| BES | - | - | 6,11% | - | - | - |
As at 30 June 2014, the Group did not hold own shares and no transactions involving own shares were recorded during the six-month period under analysis.
On the General Meeting on April 10th, 2014, Inapa – IPG, S.A. shareholders came to the resolution of, among other matters, the reduction of the share capital from 204,176,479.38 Euros to 180,135,111.43 Euros and the 2013's net profit distribution proposed by the Board, in which the net profit of 1,273,356.19 Euros would be applied as follows: i) reinforcement of the Legal reserve in 63,667.81 Euros; ii) priority dividend of 541,764.79 Euros to shareholders that own preference shares; iii) reinforcement of Other reserves in 665,000.00 Euros and iv) 2,939.59 Euros to be transferred to Retained earnings.
The payment of the approved preferred dividend was held on May 12, 2014.
The share capital reduction was approved, being registered on the Commercial Registration Office. The purpose of this reduction was to cover accumulated losses at September 30th, 2013 and does not imply any reduction on the number or value of the shares issued since they have no "par value".
On the other hand, the distribution of the priority dividend was not approved thus conferring to the preferred shares "voting rights on the same terms that the ordinary shares", voting rights that will only be lost in the year following that in which the dividends were paid.
Therefore, during April and May 2014, the company was informed, in accordance with articles 16 and 248-B and the 5/2008 regulation of the CMVM, of the change in ownership interests of its shareholders as follows:
At the Extraordinary General Meeting of August 6, 2014, an amendment to the articles of INAPA was approved - Investimentos, Participações e Gestão, SA, at the sequence of it, during the period in which the preferred shares confer the right to vote, the votes are not considered corresponding to shares held by a shareholder or shareholders with whom he is subject to a common domain, that exceed one-third of all the votes corresponding to the share capital.
The current shareholder structure is as follows:
| June 30, 2014 | August 6, 2014 | |||||
|---|---|---|---|---|---|---|
| Shareolder | Numbr of ordinary shares |
% of ordinary shares |
% Voting rights |
Numbr of ordinary shares |
% of ordinary shares |
% Voting rights |
| Parpública – Participações Públicas (SGPS), SA | 49.080.000 | 10,88% | 10,88% | 49.080.000 | 10,88% | 8,26% |
| Share attributable to CGD | 148.891.628 | 33,01% | 33,01% | 148.891.628 | 33,01% | 25,07% |
| Parcaixa - SGPS, S.A. | 148.888.866 | 33,01% | 33,01% | 148.888.866 | 33,01% | 25,07% |
| CGD Pensões - Sociedade Gestora de Fundos de Pensões, S.A. | 1.262 | 0,0003% | 0,0003% | 1.262 | 0,0003% | 0,0002% |
| Caixa - Banco de Investimento, S.A. | 1.500 | 0,0003% | 0,0003% | 1.500 | 0,0003% | 0,0003% |
| Share attributable to MillenniumBCP | 148.545.504 | 32,94% | 32,94% | 148.545.504 | 32,94% | 32,94% |
| Fundo de Pensões do Grupo Banco Comercial Português | 62.302.725 | 13,81% | 13,81% | 62.302.725 | 13,81% | 13,81% |
| Banco Comercial Português | 86.242.779 | 19,12% | 19,12% | 86.242.779 | 19,12% | 19,12% |
| Nova Expressão SGPS, SA | 9.300.000 | 2,06% | 2,06% | 9.300.000 | 2,06% | 2,06% |
| Banco Espírito Santo, S.A. | 27.556.665 | 6,11% | 6,11% | 27.556.665 | 6,11% | 6,11% |
As at 30 June 2014 and 31 December 2013, Loans balance were broken as follows:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Current debt | ||
| ° Bank loans | ||
| ° Bank loans and other current financial instruments ° Commercial paper, redeemable at its nominal value, |
126 480 | 131 996 |
| renewable, with maturity within one year ° Medium and long-term financial instruments |
40 613 | 41 537 |
| (portion maturity within 1 year ) | 25 432 | 27 167 |
| ° Other current financial loans | 7 682 | 5 742 |
| ° Financial leases | 1 218 | 1 156 |
| Total current debt | 201 425 | 207 599 |
| Non- current debt | ||
| ° Bank loans | ||
| ° Medium and long-term financial instruments | 70 062 | 74 739 |
| ° Other loans | 32 304 | 30 250 |
| ° Financial leases | 5 981 | 6 448 |
| 108 347 | 111 436 | |
| ° Financing associated to finantial assets - securitisation | 40 035 | 47 002 |
| Total non-current debt | 148 382 | 158 438 |
| Total debt | 349 807 | 366 037 |
As at 30 June 2014 the bank loans conditions are similar to the ones of 31 December 2013.
As at 30 June 2014 and 31 December 2013, the net balance of consolidated financial debt is broken down as follows:
| 30 June 2014 | 31 December 2014 | |
|---|---|---|
| Loans | ||
| Current | 200.207 | 206.443 |
| Non-current | 102.366 | 104.989 |
| 302.573 | 311.432 | |
| Loans associated to financial assets - securitization | 40.035 | 47.002 |
| Financial leases debt | 7.199 | 7.603 |
| 349.807 | 366.037 | |
| Cash and cash-equivalents | 17.671 | 24.835 |
| Negotiatable financial assets (listed securities) | - | - |
| Available-for-sale financial assets (listed securities) | - | - |
| 17.671 | 24.835 | |
| 332.136 | 341.202 |
As at 30 June 2014 and 31 December 2013, the balances of Suppliers and of Other current liabilities were broken down as follows:
| 30 June 2014 | 31 December 2013 | |
|---|---|---|
| Other non current liabilities | ||
| Other creditors | 4.265 | 6.032 |
| 4.265 | 6.032 | |
| Suppliers | ||
| Suppliers on current account | 59.553 | 47.034 |
| Trade bills account | 1.681 | 180 |
| Invoices pending reconciliation | 4.313 | 3.378 |
| 65.547 | 50.592 | |
| Other current liabilities | ||
| Advances from clients | 833 | 1.336 |
| Other creditors | 11.150 | 9.422 |
| Accruals and deferred items | 8.610 | 8.057 |
| 20.593 | 18.815 |
The amount of taxes in the Interim Consolidated Income Statement for the six months to 30 June 2014, amounting to a total of 755 thousand Euros, equates to the liability for current income tax for the half-year period in the amount of 964 thousand Euros, plus the balance of changes in deferred tax, amounting to 209 thousand Euros.
The differential between the nominal tax rate (average rate of 30%) and the effective company income tax rate (IRC company tax) for the Group, as at 30 June 2014, is detailed in the following table:
| 30 June 2014 | |
|---|---|
| Net income before tax | 2.292 |
| Nominal company tax rate | 30% |
| -688 | |
| Income tax | -755 |
| 67 | |
| Permanent differences- Germany | 52 |
| Permanent differences- Portugal | -564 |
| Permanent differences- France | 67 |
| Tributtable dividends | 516 |
| Other | -4 |
| 67 |
All instances where future taxation due may come to be significantly impacted are reported in the financial statements as at 30 June 2014 and 31 December 2013.
The following table reports changes in deferred tax assets and liabilities during the six months to 30 June 2014 and the financial year ended 31 December 2013:
| Changes in consolidation perimeter |
Fair value reserves and other reserves |
Net profit for the period |
30-06-2014 | ||
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Taxable provisions | 88 | - | - | - | 88 |
| Reportable tax losses | 18.614 | - | - | 185 | 18.799 |
| Others | 3.646 | -8 | - | 93 | 3.731 |
| 22.347 | - | - | 279 | 22.618 | |
| Deferred tax liabilities | |||||
| Fixed assets revaluation | -8.172 | 6 | - | -70 | -8.236 |
| Depreciation | -14.622 | - | - | 5 | -14.617 |
| Others | -1.059 | - | - | -5 | -1.064 |
| -23.853 | - | - | -70 | -23.917 | |
| Net deferred tax | -1.507 | - | - | 209 | -1.299 |
| 01-01-2014 | perimeter | other reserves | the period | 30-06-2014 | |
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Taxable provisions | 88 18.614 |
- | - | - 185 |
88 18.799 |
| Reportable tax losses Others |
3.646 | - -8 |
- | 93 | 3.731 |
| 22.347 | - | - - |
279 | 22.618 | |
| Deferred tax liabilities | |||||
| Fixed assets revaluation | -8.172 | 6 | - | -70 | -8.236 |
| Depreciation | -14.622 | - | - | 5 | -14.617 |
| Others | -1.059 | - | - | -5 | -1.064 |
| -23.853 | - | - | -70 | -23.917 | |
| Net deferred tax | -1.507 | - | - | 209 | -1.299 |
| 01-01-2013 | Changes in consolidation perimeter |
Fair value reserves and other reserves |
Net profit for the period |
31-12-2013 | |
| Deferred tax assets | |||||
| Taxable provisions | 88 | 88 | |||
| Reportable tax losses | 17.432 | - | - | - 1.182 |
18.614 |
| Others | 3.264 | - 336 |
- | 46 | 3.646 |
| 20.784 | 336 | - | 1.228 | 22.347 | |
| Deferred tax liabilities | - | ||||
| Fixed assets revaluation | -8.272 | -257 | - | 357 | -8.172 |
| Depreciation | -13.554 | - | - | -1.068 | -14.622 |
| Others | -1.118 | - | - | 59 | -1.061 |
| -22.945 | -257 | - | -653 | -23.854 | |
| Net deferred tax | -2.161 | 79 | - | 576 | -1.507 |
| Deferred tax assets are recognised for tax losses insofar as the use of their respective fiscal benefits is likely due to expected future taxable profits. The Group recognised a balance of 18,799 thousand Euros in deferred tax assets reported to tax losses which may come to be deducted from future taxable profits, as detailed in the following Table: |
|||||
| Company name | Deferred tax balance | Due date | |||
| Inapa France Inapa Distribuición Ibérica Inapa Suisse Inapa Bélgique Outros |
8.215 7.605 733 1.964 282 18.799 |
ilimited 2022-2032 2021 ilimited |
|||
| 1ST HALF 2014 RESULTS 33 / 42 |
| Company name | Deferred tax balance | Due date |
|---|---|---|
| Inapa France | 8.215 | ilimited |
| Inapa Distribuición Ibérica | 7.605 | 2022-2032 |
| Inapa Suisse | 733 | 2021 |
| Inapa Bélgique | 1.964 | ilimited |
| Outros | 282 | |
| 18.799 |
The balances on June 30, 2014 and 2013 with entities related to the Group are as follows:
| 2014 | |||||||
|---|---|---|---|---|---|---|---|
| Other | Other | ||||||
| Trade Receivables |
Bank deposits |
current assets |
Bank loans |
Fixed assets supplier |
Suppliers | current liabilities |
|
| PMF | - | - | 2.903 | - | - | - | - |
| Surpapel SL | 68 | - | - | - | - | - | 1 |
| Medialivros | - | - | 88 | - | - | - | - |
| BES | - | 774 | - | 43.335 | - | - | - |
| CGD | - | 288 | - | 11.157 | - | - | - |
| BCP | - | 188 | - | 110.930 | 3.489 | - | - |
| 68 | 1.250 | 2.991 | 165.422 | 3.489 | - | 1 |
| 2013 | |||||||
|---|---|---|---|---|---|---|---|
| Other | Other | ||||||
| Trade Receivables |
Bank deposits |
current assets |
Bank loans |
Fixed assets supplier |
Suppliers | current liabilities |
|
| PMF | - | - | 3.575 | - | - | - | - |
| Surpapel SL | 48 | - | - | - | - | - | 1 |
| Medialivros | - | - | 88 | - | - | - | - |
| BES | - | 350 | - | 38.466 | - | - | - |
| CGD | - | 45 | - | 16.600 | - | - | - |
| BCP | 6 | 226 | - | 109.058 | 5.607 | - | - |
| 54 | 621 | 3.663 | 164.124 | 5.607 | - | 1 |
The transactions during the years 2014 and 2013 with entities related to the Group are as follows:
| 2014 | |||||
|---|---|---|---|---|---|
| Sales and service rendered |
Other income |
Other costs |
Financial costs |
||
| PMF | - | 116 | - | - | |
| Surpapel SL | 100 | - | 1 | - | |
| Medialivros | - | - | - | - | |
| BES | - | - | - | 1.011 | |
| CGD | - | - | - | 675 | |
| BCP | 2 | - | - | 2.283 | |
| 102 | 116 | 1 | 3.969 |
| 2013 | |||||
|---|---|---|---|---|---|
| Sales and service rendered |
Other income |
Other costs |
Financial costs |
||
| PMF | - | 130 | - | - | |
| Surpapel SL | 60 | - | 2 | - | |
| Medialivros | - | - | - | - | |
| BES | - | - | - | 1.043 | |
| CGD | - | - | - | 622 | |
| BCP | 2 | - | - | 1.219 | |
| 62 | 130 | 2 | 2.884 |
The related parties considered relevant for the purposes of the financial statements were the subsidiaries mention on Note 9, the associated companies given in Note 10, the shareholders given in Note 14 and the Governing Bodies.
On 1 August 2007, Papelaria Fernandes – Indústria e Comércio, SA filed a suit against Inapa – Investimentos, Participações e Gestão, SA and its subsidiaries Inaprest – Prestação de Serviços, Participações e Gestão, SA (a liquidated company) and Inapa Portugal – Distribuição de Papel, SA, petitioning the Court to, in short:
The purchase of the holdings of Papelaria Fernandes in the share capital of SDP (currently Inapa Portugal), in 1994; and
The credit compensation arrangements agreed to by Papelaria Fernandes and Inaprest, also in 1994.
Since then, Papelaria Fernandes – Industria e Comércio, SA, has fully repaid the credit facilities obtained from Banco Espírito Santo and Caixa Central de Crédito Agrícola Mútuo, on account of which:
The legal suit, which has been valued at 24,460 thousand Euros, was contested by Inapa - IPG and by its subsidiary Inapa Portugal – Distribuição de Papel, SA, and is pending decision by the Court on the effects of the dissolution / liquidation of Inaprest – Prestação de Serviços, Participações e Gestão, SA. The Group believes that no financial impact will arise from such decision and, therefore, has not raised provisions on that account.
As mentioned in Note 14, the Extraordinary General Meeting of August 6, 2014, an amendment to the articles of INAPA - Investimentos, Participações e Gestão, S.A. an amendment to the articles of INAPA was approved - Investimentos, Participações e Gestão, SA, at the sequence of it, during the period in which the preferred shares confer the right to vote, the votes are not considered corresponding to shares held by a shareholder or shareholders
with whom he is subject to a common domain, that exceed one-third of all the votes corresponding to the share capital.
The current shareholder structure is as follows:
| June 30, 2014 | August 6, 2014 | |||||
|---|---|---|---|---|---|---|
| Shareolder | Numbr of ordinary shares |
% of ordinary shares |
% Voting rights |
Numbr of ordinary shares |
% of ordinary shares |
% Voting rights |
| Parpública – Participações Públicas (SGPS), SA | 49.080.000 | 10,88% | 10,88% | 49.080.000 | 10,88% | 8,26% |
| Share attributable to CGD | 148.891.628 | 33,01% | 33,01% | 148.891.628 | 33,01% | 25,07% |
| Parcaixa - SGPS, S.A. | 148.888.866 | 33,01% | 33,01% | 148.888.866 | 33,01% | 25,07% |
| CGD Pensões - Sociedade Gestora de Fundos de Pensões, S.A. | 1.262 | 0,0003% | 0,0003% | 1.262 | 0,0003% | 0,0002% |
| Caixa - Banco de Investimento, S.A. | 1.500 | 0,0003% | 0,0003% | 1.500 | 0,0003% | 0,0003% |
| Share attributable to MillenniumBCP | 148.545.504 | 32,94% | 32,94% | 148.545.504 | 32,94% | 32,94% |
| Fundo de Pensões do Grupo Banco Comercial Português | 62.302.725 | 13,81% | 13,81% | 62.302.725 | 13,81% | 13,81% |
| Banco Comercial Português | 86.242.779 | 19,12% | 19,12% | 86.242.779 | 19,12% | 19,12% |
| Nova Expressão SGPS, SA | 9.300.000 | 2,06% | 2,06% | 9.300.000 | 2,06% | 2,06% |
| Banco Espírito Santo, S.A. | 27.556.665 | 6,11% | 6,11% | 27.556.665 | 6,11% | 6,11% |
- : - : - : - : - : - : -
Stakes held in the company by members of the Board of Directors and Statutory Auditor, in compliance with paragraph a) no. 1 of article 9.º of the CMVM Regulation no. 5/2008.
| Name | Ordinary shares |
Preferred shares |
Voting rights |
|---|---|---|---|
| Álvaro João Pinto Correia | 0 | 0 | 0% |
| José Manuel Félix Morgado | 535 117 | 0 | 0.12% |
| António José Gomes da Silva Albuquerque | 0 | 0 | 0% |
| Jorge Manuel Viana de Azevedo Pinto Bravo | 0 | 0 | 0% |
| Arndt Klippgen | 0 | 0 | 0% |
| Emídio de Jesus Maria | 0 | 0 | 0% |
| João Miguel Pacheco Sales Luís | 0 | 0 | 0% |
| Gonçalo de Faria Carvalho | 0 | 0 | 0% |
| Name | Ordinary | Preferred | Voting |
|---|---|---|---|
| shares | shares | rights | |
| PricewaterhouseCoopers & Associados, SROC, Lda, represented by: |
0 | 0 | 0% |
| - José Pereira Alves – effective ROC | |||
| José Manuel Henriques Bernardo, suplent ROC | 0 | 0 | 0% |
In compliance with the content of paragraph a) no. 1 of article 9 of the CMVM Regulation no. 5/2008, Inapa informs that during 2014, the director José Manuel Félix Morgado has sold, between June 25 and August 19, 28,514 ordinary shares.
In compliance with the content of nº 1, Paragraph c) of Article 246 of CVM, the members of the Board of Directors of Inapa – Investimentos, Participações e Gestão, SA hereby declare that, to the best of their knowledge, the information contained in the abridged consolidated financial statements reported to the six months ended on 30 June 2014 were elaborated in full conformance with the applicable accounting principles, providing a true and appropriate reflection of the assets and liabilities, financial standing, and results of the Company and its subsidiary and associate companies included in its consolidation perimeter and that its Interim Directors' Report faithfully reports on the performance of its statutory business and the set of companies included in its consolidated financial statements.
Lisbon, 28 August 2014
Álvaro João Pinto Correia Chairman of the Board of Directors
José Manuel Félix Morgado Vice-Chairman and Chairman of the Executive Committee of the Board of Directors
Director and member of the Executive Committee of the Board of Directors
Director and member of the Executive Committee of the Board of Directors
Emídio de Jesus Maria Director and Chairman of the Audit Committee
João Miguel Sales Luís Director and member of the Audit Committee
Gonçalo de Faria Carvalho Director and member of the Audit Committee
Arndt Klippgen Director of the Board of Directors
6. Additional information
This document contains information and future estimates based on current expectations and management opinions deemed reasonable. Future estimates must not be considered consolidated facts and are subject to several unpredictable factors that may have an impact on future results.
Despite the fact that said estimates represent current expectations, investors, analysts and all those who may make use of this document are warned that future information is subject to uncertain factors and risks, of which many are difficult to forecast. All readers are warned not to attribute inappropriate importance to future estimates and information. We exempt ourselves of any responsibilities concerning any future estimates or information.
Report available on Inapa's website www.inapa.pt
Investor Relations Hugo Rua [email protected] Tel.: +351 213 823 007
Inapa is admitted to trading on the Euronext Stock Exchange. Information about the company may be checked under the tickers:
Inapa – Investimentos, Participações e Gestão, SA Rua Braamcamp, 40 - 9ºDto 1250-050 Lisbon Portugal
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.