Quarterly Report • Aug 22, 2013
Quarterly Report
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| 1. | Highlights 2 | |
|---|---|---|
| 2. | Relevant facts 3 | |
| 3. | Management report 4 | |
| 3.1. | Market analysis 4 | |
| 3.2. | Consolidated performance 4 | |
| 3.3. | Performance of the Group Business Areas 6 | |
| 3.4. | Future prospects 7 | |
| 3.5. | Stock market 8 | |
| 4. | Interim Consolidated Accounts 9 | |
| 5. | Mandatory information 36 | |
| 5.1. | Shares Held by Governing Bodies 36 | |
| 5.2. | Managerial Transactions 36 | |
| 5.3. | Statement of conformity 37 | |
| 5.4. | Auditor report 38 | |
| 6. | Additional information 40 |
Net income increased 87%
Reduction of operational costs reduced the sales decrease effect
Reinforcement of the financial equilibrium through a €14.2 million debt decrease
| Chart 1_Main Consolidated Indicators | ||||||
|---|---|---|---|---|---|---|
| Million euros | 1H13 | 1H12 | Δ 13/12 | 2Q13 | 2Q12 | Δ 13/12 |
| Tons ('000) | 395 | 424 | -6,7% | 188 | 205 | -8,2% |
| Sales | 442,8 | 472,9 | -6,3% | 214,5 | 230,0 | -6,7% |
| Gross margin | 82,1 | 87,0 | -5,6% | 39,8 | 41,7 | -4,6% |
| Gross margin (%) | 18,5% | 18,4% | 0,1 pp | 18,5% | 18,1% | 0,4 pp |
| Operating costs 1 | 68,5 | 71,8 | -4,6% | 34,1 | 35,2 | -3,2% |
| Provisions | 1,96 | 1,76 | 11,3% | 0,7 | 0,9 | -26,9% |
| Re-EBITDA | 11,7 | 13,4 | -13,0% | 5,0 | 5,6 | -9,9% |
| Re-EBITDA margin (%) | 2,6% | 2,8% | -0,2 pp | 2,3% | 2,4% | -0,1 pp |
| EBIT | 8,5 | 10,3 | -17,9% | 3,3 | 4,1 | -18,5% |
| Net financial costs | 7,3 | 9,2 | -20,8% | 3,8 | 4,6 | -15,9% |
| EBT | 0,8 | 1,1 | -26% | -0,9 | -0,5 | -84% |
| Net income | 0,52 | 0,28 | -75,0% | -0,7 | -0,4 | 62,3% |
| 30/6/13 | 30/6/12 | Δ 13/12 | 31/12/12 Δ 6 months | |||
| Net Debt2 | 331,9 | 355,1 | -6,5% | 346,1 | -4,1% | |
| Working capital | 152,5 | 183,5 | -16,9% | 162,9 | -6,4% |
(1) Net of income from services and other income and excludes provisions (2) Includes securitization
During the first half of 2013, the relevant facts to the business were:
| 1/4/2013 | Divest of 60% on German factoring operation (Print Media Factoring) |
|---|---|
| 3/7/2013 | Acquisition of Portuguese Viscom company Crediforma |
| 3/12/2013 | Attribution for the third consecutive year of the award of Best Corporate Governance in Portugal by World Finance |
| 4/20/2013 | 2012 results announcement, annual report disclosure and notice of the General Meeting |
| 4/10/2013 | Ordinary General Meeting |
| 4/15/2013 | Notice for Extraordinary General Meeting |
| 4/24/2013 | Request present by the shareholder Nova Expressão, SGPS |
| 5/7/2013 | Extraordinary General Meeting for the election of the Governing Bodies |
| 5/31/2013 | Acquisition of the French packaging business under the designation Karbox |
Until the date of the announcement of the report the following relevant facts have occurred:
8/12/2013 Notice of the agreement to acquire 100% of the share capital of the Turkish paper merchant Korda
The first half of 2013 was marked by the economic slowdown that has been reported widely in the Euro area impacting the level of business investment in advertising and promotion, one of the key factors for the consumption of paper and that has translated in a strong decrease in paper demand.
Market conditions were particularly adverse when it comes to volumes, with a fall in demand and strong competition to compensate for shrinkage.
As a result of the difficult economic context, in parallel with other sectors, there was a deterioration of the credit risk in the graphic and enterprise sector, which together with the paper price decrease, amplified the negative volume effect.
The less favorable paper market trend was compensated by the growth maintenance on the packaging and visual communication business.
Consolidated sales until June 2013 decreased 6.3% over the same period in 2012, reaching 442.8 million euros. The decrease is due to the sharp reduction in paper demand of 7.9% on key markets, the tight control of customer credit risk and the margin protection initiatives.
Despite the slowdown in activity, complementary businesses continued the trend of strong growth that has been registered, an increase of 5.9% in packaging and 5.0% in viscom, compensating partially the decrease in paper business.
| Chart 2_ Developments of the Paper, Packaging and Visual Communication Business | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Million euros | 1H13 | 1H12 | ||||||||
| Sales | Weight Δ 12/11 | Sales | Weight | |||||||
| Paper | 387,6 | 87,5% | -7,9% | 420,7 | 89,0% | |||||
| Complementary business | 55,2 | 12,5% | 5,9% | 52,2 | 11,0% | |||||
| Packaging | 25,6 | 5,8% | 5,9% | 24,1 | 5,1% | |||||
| Visual communication | 14,6 | 3,3% | 5,0% | 13,9 | 2,9% | |||||
| Others1 | 15,1 | 3,4% | 6,7% | 14,1 | 3,0% | |||||
| Total | 442,8 | 100% | -6,3% | 472,9 | 100% |
Note: (1) Cross-selling with the paper business, office and graphic supplies
The above mentioned effort to recover commercial margin translated into a gross margin slight increase of 0.1 percentage points over 2011 to 18.5% relatively to the first half of 2012.
In the first six months, operational costs, due to the rigor on cost management, decreased 3.3 million euros (minus 4.6%), as a result of lower distribution costs, personnel costs and administrative costs.
Despite the difficult economic context and rigorous provision policy, client provisions increased 0.2 million euros (+11.3%) relatively to previous year, still at low levels, representing only 0.4% of sales. The reinforcement reflects the protection of the credit insurance policy and a prudent view of the sales collection risk.
Until June, the re-EBITDA was 11.7 million euros, representing 2.6% of sales. Despite the reduction of volumes recorded, the evolution of complementary businesses and gross margin improvement allowed offset the negative evolution of the paper business. The complementary businesses - packaging and visual communication - continued to increase its weight in the Group's business, accounting for 20% of re-Consolidated EBITDA.
Operational results (EBIT) were 8.5 million euros, representing 1.9% of sales.
In this regard it should be noted that both EBITDA and EBIT margin, stood at the top levels of market benchmarks.
Financial costs, when compared with the first half of 2012, declined 21% to 7.3 million, a decrease of 1.9 million euros. Despite the increase registered in credit conditions, the reduction of the gross debt led to a lower level of financial charges. The working capital reduction of 31.0 million euros, described below, was the main contributor for the debt reduction.
Earnings before tax were 0.8 million. The performance was affected by the volume decrease, which was partially compensated by the gross margin improvement, the operational costs contention and financial costs reduction.
Taxes for the period totaled 0.2 million euros.
Until June, the consolidated net income stood at 0.52 million euros, a 87% increase, which compares with 0.28 million euros in 2012.
Working capital registered an improvement of 16.9% over June 2011, ie a reduction of 31.0 million euros. This evolution was due to improved management of working capital held by reducing the receivables days and improvement on stock management.
Due to the strong reduction in the working capital, net debt Inapa at June 2013 was 331.9 million euros, a decrease of 23.2 million compared to June 2012 or 14.2 million euros compared with December 2012.
In the period of analysis the weight of complementary business (packaging and visual communication) on the Group operational results (EBIT), increased to 15.3% and 12.4% respectively, while paper reduced its weight from 78.6% to 72.3%.
In volume, sales in 1H13 decreased 7% comparing with 2012, from 424 thousand to 395 thousand tons. In value, paper business sales add to 402.6 million Euros, a 7% drop. The decrease on the average price relatively to the same period of 2012, 11 euros per ton, and the Group strict credit risk policy explained volume decrease.
Cross-selling in the paper business (namely the sale of graphic and office supplies) maintained the trend it has been registering, increasing 6.7%.
The strong effort to recover gross margin and improve the quality of the business, has allowed a gross margin improvement of 0.1 percentage points to 17.3%,
Operational results (EBIT) in the paper business were 7.4 million Euros, representing 1.8% of sales, a 24% decrease compared with previous year. This evolution is explained by the steep volume drop in the markets, namely in Spain, conjugated with the lack of flexibility of some fixed costs like storage related.
Packaging business had an increase of 5.9% relatively to 2012, with sales of 25.6 million Euros. Commercial margin increased in the second quarter, allowing to compensate a slower level of industrial activity in the first quarter, which allowed to maintain the margin comparing with the previous year.
Operational results (EBIT), as a consequence of the highest competitive pressure of first quarter, decreased 6.8% to 1.2 million Euros (in the first quarter there was a drop of 24%), representing 4.6% of sales.
Visual communication continued its growth trend, having its sales increased 5.0% when compared with 2012, with 14.6 million Euros of sales. Digital printing has registered a strong growth due to the innovation introduced in the market that has speed up the change from offset technologies. Nevertheless it should be highlighted that equipment sales have decreased as a consequence of lower investments in the Eurozone.
Operational results (EBIT) grew 15%, to 1.0 million Euros, representing 6.2% of sales.
For the next quarter of 2013 it is expected a decrease in paper sales, due to slowdown that the major European economies have been experiencing and the customer credit risk management. Conversely, it is anticipated that complementary businesses, because of the partnerships established and best prospects for the industry, continue to grow.
With regard to major markets, including Germany, France and Switzerland (86% of consolidated sales) it is foreseen a better performance in volumes compared to the Iberian market (12% of Group sales) due to different economic environments and rhythms of the respective economies.
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 supporting the business and the consolidation of shared services center.
Complementary businesses should maintain the trend of growth and profitability that has been recorded, with a consequent increase in its weight in revenues and operating results of the Group. The packaging business will continue to absorb a significant portion of the Group's investment.
At the end of the first half of 2013 ordinary shares quote had an increase of 33% relatively to 2012 year end. The stock price closed at 0.16€, which compares with a 1.4% drop of the PSI-20.
The evolution of the shares followed a trend above other players in the industry, which saw their value decrease, especially during the second quarter of 2013.
Inapa trading volumes during the first three months were higher than in the last quarters, with four times more transaction than in 2012 average.
Preferred share's price at 30 June 2013 was 0.20€, two cents above its emission
price (done in October 2011) and its 2012 year end quote. The liquidity of these titles is low, being traded 160 thousand shares on the first six months.
CONSOLIDATED SEPARATE INCOME STATEMENT AS AT JUNE 30, 2013 (Montantes expressos em milhares de Euros)
| Notas | JUNE 30, 2013 | 2nd QUARTER 2013 * | JUNE 30, 2012 | 2nd QUARTER 2012 * | |
|---|---|---|---|---|---|
| Tonnes * | 395.494 | 188.409 | 423.909 | 205.245 | |
| Sales and service rendered | 4 | 447.738 | 216.984 | 478.761 | 233.071 |
| Other Income | 4 | 11.786 | 5.344 | 12.526 | 6.353 |
| Total Income | 459.524 | 222.328 | 491.287 | 239.424 | |
| Cost of sales | -365.256 | -176.829 | -391.128 | -190.831 | |
| Personal costs | -37.583 | -18.682 | -39.238 | -19.469 | |
| Other costs | 6 | -45.887 | -22.501 | -47.814 | -23.627 |
| 10.798 | 4.316 | 13.106 | 5.496 | ||
| Depreciations and amortizations | -2.669 | -1.328 | -2.769 | -1.388 | |
| Gains / (losses) in associates | 1 | -1 | -1 | 0 | |
| Net financial function | 7 | -7.293 | -3.848 | -9.203 | -4.576 |
| Net profit before Income tax | 836 | -861 | 1.134 | -468 | |
| Income tax | 18 | -243 | 308 | -738 | -161 |
| Net profit / (loss) for the period | 594 | -553 | 396 | -629 | |
| Attributable to : | |||||
| Shareholders of the company | 520 | -656 | 277 | -699 | |
| Non controlling interests | 74 | 37 | 119 | 71 | |
| Earnings per share of continued operations - € | |||||
| Basic | 0,003 | -0,004 | 0,002 | -0,004 | |
| Diluted | 0,003 | -0,004 | 0,002 | -0,004 |
To be read in conjuction with the Notes to the consolidated financial statements
* Non audited
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AS AT JUNE 30, 2013
(Amounts expressed in thousand of Euros)
| JUNE 30, 2013 | 2nd QUARTER 2013 * | JUNE 30, 2012 | 2nd QUARTER 2012 * | |
|---|---|---|---|---|
| Net profit for the period before minority interest | 594 | -553 | 396 | -629 |
| 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 | - | - | - | - |
| Currency translation differences | -4 | -94 | -108 | 153 |
| -4 | -94 | -108 | 153 | |
| Total comprehensive income for the period | 590 | -646 | 289 | -476 |
| Attributable to : | ||||
| Shareholders of the company | 516 | -683 | 170 | -547 |
| Non controlling interests | 7 4 | 3 7 | 119 | 7 1 |
| 590 | -646 | 289 | -476 |
To be read in conjuction with the Notes to the consolidated financial statements
* Non audited
(Amounts expressed in thousand euros)
| Notes | JUNE 30, 2013 | DECEMBER 31, 2012 | JANUARY 1, 2012 | |
|---|---|---|---|---|
| ASSETS | Restated | Restated | ||
| Non-current assets | ||||
| Tangible fixed assets | 89.007 | 92.088 | 95.884 | |
| Goodwill | 8 | 145.956 | 144.170 | 140.338 |
| Other intangible assets | 112.387 | 111.552 | 111.227 | |
| Investment in associate companies | 1.076 | 1.075 | 1.071 | |
| Available-for-sale financial assets | 9 | 3 8 | 6 2 | 4 7 |
| Other non-current assets | 12 | 28.719 | 27.900 | 21.835 |
| Deferred tax assets | 18 | 20.961 | 20.784 | 19.526 |
| Total non-current assets | 398.143 | 397.631 | 389.928 | |
| CURRENT ASSETS | ||||
| Inventories | 65.422 | 65.850 | 71.029 | |
| Trade receivables | 12 | 146.216 | 146.328 | 166.619 |
| Tax to be recovered | 9.589 | 9.959 | 7.286 | |
| Available-for-sale financial assets | 9 | - | - | 628 |
| Other current assets | 12 | 31.577 | 36.864 | 38.392 |
| Cash and cash-equivalents | 13 | 11.573 | 20.608 | 15.047 |
| Total current assets | 264.377 | 279.609 | 299.000 | |
| Total assets | 662.520 | 677.239 | 688.928 | |
| SHAREHOLDERS EQUITY | ||||
| Share capital | 15 | 204.176 | 204.176 | 204.176 |
| Share issue premium | 450 | 450 | 450 | |
| Reserves | 44.338 | 44.342 | 44.465 | |
| Retained earnings | -56.668 | -50.719 | -44.452 | |
| Net profit for the period | 520 | -5.949 | -6.031 | |
| 192.816 | 192.300 | 198.608 | ||
| Non controled interests | 4.040 | 4.068 | 3.991 | |
| Total shareholders equity | 196.856 | 196.368 | 202.599 | |
| LIABILITIES | ||||
| Non-current liabilities | ||||
| Loans | 16 | 114.744 | 84.115 | 148.469 |
| Financing associated to financial assets | 16 | 33.992 | 52.872 | 38.061 |
| Deferred tax liabilities | 18 | 23.091 | 22.945 | 21.128 |
| Provisions | 165 | 286 | 391 | |
| Liabilities for employee benefits | 4.659 | 4.807 | 4.173 | |
| Other non-current liabilities | 17 | 7.557 | 7.582 | 8.711 |
| Total non-current liabilities | 184.208 | 172.607 | 220.933 | |
| Current liabilities | ||||
| Loans | 16 | 186.560 | 221.058 | 176.259 |
| Suppliers | 17 | 59.100 | 49.259 | 47.402 |
| Tax liabilities | 186.560 | 186.560 | 186.560 | |
| Other current liabilities | 17 | 22.843 | 20.722 | 23.661 |
| Total current liabilities | 281.456 | 308.265 | 265.395 | |
| Total shareholders equity and liabilities | 662.520 | 677.239 | 688.928 |
To be read in conjuction with the Notes to the consolidated financial statements
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY AS AT JUNE 30, 2013 AND JUNE 30, 2012
(Amounts expressed in thousand of Euros)
| 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, 2012 | 204.176 | 450 | 5.245 | -4.447 | -6.161 | 199.263 | 3.991 | 203.254 |
| Restatement effect | - | - | - | -785 | 130 | -655 | - | -655 |
| BALANCE AS AT JANUARY 1, 2012 RESTATED | 204.176 | 450 | 5.245 | -5.232 | -6.031 | 198.608 | 3.991 | 202.599 |
| Total earnings and costs recognized in the period | - | - | -108 | - | 277 | 169 | 119 | 288 |
| Previous year net profit and loss result | - | - | - | -6.031 | 6.031 | - | - | - |
| Dividends | - | - | - | - | - | - | -103 | -103 |
| Other changes | - | - | - | - | - | - | - | - |
| Total of gains and losses of the period | - | - | -108 | -6.031 | 6.308 | 169 | 17 | 185 |
| BALANCE AS AT JUNE 30, 2012 RESTATED | 204.176 | 450 | 5.137 | -11.264 | 277 | 198.777 | 4.007 | 202.784 |
| BALANCE AS AT JANUARY 1, 2013 | 204.176 | 450 | 5.122 | -10.609 | -6.035 | 193.105 | 4.068 | 197.173 |
| Restatement effect | - | - | - | -891 | 86 | -805 | - | -805 |
| BALANCE AS AT JANUARY 1, 2013 RESTATED | 204.176 | 450 | 5.122 | -11.500 | -5.949 | 192.300 | 4.068 | 196.368 |
| Total earnings and costs recognized in the period | - | - | -4 | - | 520 | 516 | 74 | 590 |
| Previous year net profit and loss result | - | - | - | -5.949 | 5.949 | - | - | - |
| Dividends | - | - | - | - | - | - | -102 | -102 |
| Other changes | - | - | - | - | - | - | - | - |
| Total of gains and losses of the period | - | - | -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 |
To be read in conjuction with the Notes to the consolidated financial statements
(Amounts expressed in thousand Euros) - direct method
| Notes | JUNE 30, 2013 | 2nd QUARTER 2013 * | JUNE 30, 2012 | 2nd QUARTER 2012 * | |
|---|---|---|---|---|---|
| Cash flow generated from operating activities | |||||
| Cash receipts from customers | 464.995 -364.729 |
224.583 -186.847 |
489.453 -391.086 |
244.550 -205.112 |
|
| Payments to suppliers Payments to personnel |
-37.444 | -18.372 | -38.444 | -18.666 | |
| Net cash from operational activities | 62.821 | 19.363 | 59.923 | 20.773 | |
| Income taxes paid | -3.698 | -3.325 | -1.297 | -191 | |
| Income taxes received | 318 | 4 1 | 9 5 | - | |
| Other proceeds relating to operating activity | 20.200 | 3.374 | 16.705 | 2.660 | |
| Other payments relating to operating activity | -58.936 | -14.480 | -60.305 | -23.017 | |
| Net cash generated from operating activities | 1 | 20.706 | 4.974 | 15.121 | 225 |
| Cash flow from investing activities | |||||
| Proceeds from: | |||||
| Financial investments | 2 4 | - | 799 | 634 | |
| Tangible fixed assets | 924 | 923 | - | - | |
| Intangible assets | - | - | - | - | |
| Interest and similar income | 322 | 211 | 2 8 | 1 7 | |
| Dividends | 2 1 | 2 1 | - | - | |
| Payments in respect of: | 1.291 | 1.155 | 827 | 651 | |
| Financial investments | -1.251 | 850 | -3.627 | -745 | |
| Tangible fixed assets | -667 | -353 | -577 | -480 | |
| Intangible assets | -545 | -375 | -201 | -66 | |
| Advances from third-party expenses | - | - | - | - | |
| Loans granted | - | - | - | - | |
| -2.462 | 123 | -4.405 | -1.292 | ||
| Net cash used in investing activities | 2 | -1.172 | 1.278 | -3.578 | -641 |
| Cash flow from financing activities | |||||
| Proceeds from: | |||||
| Loans obtained | 24.399 | 4.313 | 44.626 | 12.919 | |
| Capital increases, repayments and share premiums | - | - | - | - | |
| Treasury placements | - | - | - | - | |
| Changes in ownership interests | - | - | - | - | |
| 24.399 | 4.313 | 44.626 | 12.919 | ||
| Payments in respect of: Loans obtained |
|||||
| Amortization of financial leases | -67.794 -490 |
-18.099 -182 |
-81.392 -776 |
-39.639 -392 |
|
| Interest and similar expenses | -6.369 | -3.533 | -6.732 | -3.815 | |
| Dividends | - | - | - | - | |
| -74.653 | -21.814 | -88.900 | -43.845 | ||
| Net cash used in financing activities | 3 | -50.255 | -17.502 | -44.274 | -30.926 |
| Increase / (decrease) in cash and cash-equivalent 4 = 1 + 2 + 3 |
-30.721 | -11.251 | -32.731 | -31.342 | |
| Effect of exchange differences | -38 | -12 | 5 0 | -44 | |
| -30.759 | -11.263 | -32.681 | -31.386 | ||
| Cash and cash-equivalents at the begining of period | -62.045 | -70.826 | |||
| Cash and cash-equivalents at the end of period | 1 3 | -92.804 | - -11.263 |
-103.507 | - -31.386 |
| -30.759 | -11.263 | -32.681 | -31.386 |
To be read in conjuction with the Notes to the consolidated financial statements * Non audited
(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 Castilho nº44 3º, 1250-071
Lisbon, Portugal
Share capital: 204,176,479.38 euros
N.I.P.C. (Corporate Tax Identification Number): 500 137 994
The Group comprises a "sub-holding" company (Gestinapa - SGPS, S.A.), which purposes is to directly hold all stakes in companies operating in Paper Merchanting.
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 two companies selling packaging material, namely Hennessen & Potthoff, GmbH and HTL - Verpackung, GmbH, respectively.
These consolidated financial statements were approved by Inapa-IPG's Board of Directors of 21 August 2013. 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 2013 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 2012.
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 compiling these interim consolidated financial statements are consistent with the policies adopted by the Inapa Group in preparing its annual consolidated financial statements reported to the financial year ended 31 December 2012 and are detailed in the Notesto those financial statements, with the exception of the application of IAS 19 - Employee Benefits (revised) issued by the International Accounting Standards Board (IASB) in June 2011 with mandatory application from 1 January 2013 (see Note 3).
After 1 January 2013 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:
The entry into force of these standards had no material impact on the financial statements of the Group, with the exception of IAS 19 (revised 2011), which led to the restatement of the comparative figures presented in these financial statements.
The application of IAS 19 (revised 2011) implies differences in recognition and measurement of expenses for defined benefit plans, with impact on the disclosures to be made. Actuarial gains and losses to be recognized immediately and only in Other comprehensive income by eliminating the option of the corridor method, applied by the Group in previous financial statements. The impact from this change is disclosed in Note 3.
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 2013 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:
Amendments to IFRS 10, IFRS 11 and IFRS 12 Transition regime (effective for periods beginning on or after 1 January 2014);
Amendments to IFRS 10, IFRS 12 and IAS 27 Financial holding entities (effective for periods beginning on or after 1 January 2014);
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, 2013, 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 2013.
Estimates made in preparing the financial statements for the six months ended June 30, 2013 have the same characteristics as in the preparation of financial statements for 2012.
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.
During the first half of 2013 there were no significant changes in accounting policies has applied in the previous periods, with the exception of the adoption of IAS 19 - Employee Benefits (revised), which entered into force on January 1, 2013 (see Note 2). The adoption of this standard resulted in the gains and losses previously deferred and amortized over the estimated average future service of employees until retirement age, come to be recognized directly in equity. In these circumstances and in accordance with IAS 8, was carried the restatement of previously reported financial information presented for comparative purposes, for the year ended December 31, 2012, including the opening balances with effect from January 1, 2012. This way the Group has fully
recognized all actuarial gains and losses in retained earnings. The restatement had made the following impacts:
| Restatement | ||||
|---|---|---|---|---|
| Consolidated Balance Sheet | December31, 2012 | effect | December31, 2012 | |
| Published | Restated | |||
| Equity | ||||
| Share capital | 204.176 | - | 204.176 | |
| Share issue premium | 450 | - | 450 | |
| Reserves | 44.342 | - | 44.342 | |
| Retained earnings | -49.928 | -891 | -50.719 | |
| Net profit for the period | -6.035 | 86 | -5.949 | |
| 193.005 | -805 | 192.300 | ||
| Non controling interests | 4.068 | - | 4.068 | |
| Total shareholders equity | 197.073 | -805 | 196.368 | |
| Liabilities | ||||
| Liabilities for employee benefits | 4.002 | 805 | 4.807 | |
| Restatement | ||||
| Balanço Consolidado | December31, 2011 | effect | December31, 2011 | |
| Published | Restated | |||
| Equity | ||||
| Share capital | 204.176 | - | 204.176 | |
| Share issue premium | 450 | - | 450 | |
| Reserves | 44.465 | - | 44.465 | |
| Retained earnings | -43.667 | -785 | -44.452 | |
| Net profit for the period | -6.161 | 130 | -6.031 | |
| 199.263 | -655 | 198.608 | ||
| Non controling interests | 3.991 | - | 3.991 | |
| Total shareholders equity | 203.254 | -655 | 202.599 | |
| Liabilities | ||||
| Liabilities for employee benefits | 3.518 | 655 | 4.173 |
Sales and services rendered during the six months to 30 June 2013 and 30 June 2012 brake down as follows:
| 30 June 2013 | 30 June 2012 |
|---|---|
| 23.478 | 21.261 |
| 159 | 4 0 |
| 23.637 | 21.301 |
| 419.360 | 451.597 |
| 4.741 | 5.863 |
| 424.101 | 457.460 |
| 447.738 | 478.761 |
As at 30 June 2013 and 2012, Other income balance brake down as follows:
| 30 June 2013 | 30 June 2012 | |
|---|---|---|
| Supplementary income | 400 | 363 |
| Net cash discounts | 4.539 | 5.270 |
| Other income | 6.847 | 6.893 |
| 11.786 | 12.526 |
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, 2013 and 2012 for operating segments is as follows:
| 30 June 2013 | 30 June 2012 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Visual | Other | Eliminations | on consoli- Consolidated | Visual | Other | Eliminations | on consoli- Consolidated | |||||
| Paper | Packaging | Comunication operations | dations | Paper | Packaging Comunication operations | dations | ||||||
| REVENUES | ||||||||||||
| External sales | 402 649 | 25 561 | 14 622 | 6 | 442 838 | 434 773 | 24 139 | 13 932 | 14 | - | 472 858 | |
| Inter-segment sales | 378 | 1 213 | 1 353 | -2 943 | - | 253 | 1 052 | 1 300 | - | -2 605 | - | |
| Other revenues | 16 100 | 234 | 231 | 120 | 16 685 | 17 599 | 293 | 270 | 267 | - | 18 429 | |
| Total Revenues | 419 127 | 27 008 | 16 206 | 126 | -2 943 | 459 524 | 452 625 | 25 483 | 15 502 | 281 | -2 605 | 491 287 |
| RESULTS | ||||||||||||
| Segment results | 7 390 | 1 243 | 1 008 | -1 896 | 383 | 8 129 | 9 745 | 1 334 | 880 | -1 661 | 40 | 10 338 |
| Operacional results | 8 129 | 10 338 | ||||||||||
| Interest expenses | -3 531 | -240 | -111 | -5 138 | 1 492 | -7 528 | -4 374 | -203 | -121 | -6 449 | 1 794 | -9 353 |
| Interest income | 1 379 | 4 | 15 | 495 | -1 658 | 235 | 1 590 | 4 | 7 | 496 | -1 947 | 150 |
| Tax on profits | - | - | - | - | - | -243 | - | - | - | - | - | -738 |
| Income from ordinary activities | 593 | 397 | ||||||||||
| Gains/ (losses) in associated companies | 1 | -1 | ||||||||||
| Net profit /(loss) for the year Attributable : |
594 | 396 | ||||||||||
| Equity shareholders | 520 | 277 | ||||||||||
| Non controlling interests | 74 | 119 |
As at 30 June 2013 and 2012, paper sales per country where the Group operates were broken down as follows:
| Sales | |||||
|---|---|---|---|---|---|
| 30 June 2013 | 30 June 2012 | ||||
| Germany | 212.122 | 220.973 | |||
| France | 102.523 | 116.677 | |||
| Portugal | 20.732 | 21.404 | |||
| Others | 67.272 | 75.719 | |||
| 402.649 | 434.773 |
As at the end of the six month period to 30 June 2013 and 30 June 2012, the Other costs brake down as follows:
| 30 June 2013 | 30 June 2012 | |
|---|---|---|
| -40.438 | -43.706 | |
| General and Administrative expenses Indirect taxes |
-1.982 | -2.023 |
| Other costs | -1.505 | -323 |
| Impairment to current assets | -1.962 | -1.762 |
| -45.887 | -47.815 |
As at the end of the six months to 30 June 2013 and 30 June 2012, financial function was broken down as follows:
| 30 June 2013 | 30 June 2012 | |
|---|---|---|
| Financial income | ||
| Interest received | - | - |
| Gains on investments | 2 1 |
- |
| Favourable FX differences | 6 6 |
3 6 |
| Other financial income and | ||
| profits | 148 | 114 |
| 235 | 150 | |
| Financial costs | ||
| Interest paid | -5.551 | -7.188 |
| Unfavourable FX differences | -17 | -71 |
| Other financial losses and | ||
| costs | -1.960 | -2.093 |
| -7.528 | -9.352 | |
| Net financial results | -7.293 | -9.203 |
The variation of the balance recorded in Goodwill during the six months ended June 30, 2013 and the year 2012 was as follows:
| january 1, 2012 | |
|---|---|
| Acquisition value | 152.104 |
| Accumulated Impairment losses | -11.766 |
| Balance as at January 1, 2012 | 140.338 |
| Moviments during 2012 | |
| Exchange rate differences | - |
| Increases | 3.832 |
| Impairment | - |
| Transfers and disposals | - |
| Changes in consolidation perimeter | - |
| 144.170 | |
| December 31, 2012 | |
| Acquisition value | 155.936 |
| Accumulated Impairment losses | -11.766 |
| Balance as at December 31, 2012 | 144.170 |
| Moviments during 2013 | |
| Exchange rate differences | - |
| Increases | 1.786 |
| Impairment | - |
| Transfers and disposals | - |
| Changes in consolidation perimeter | - |
| 145.956 | |
| June 30, 2013 | |
| Acquisition value | 157.722 |
| Accumulated Impairment losses | -11.766 |
| Balance as at June 30, 2013 | 145.956 |
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 variation in the first half of 2013 of the goodwill value results mainly from the acquisition by the Inapa Portugal, SA, subsidiary of Crediforma - Papelaria e Equipamento Técnico, Lda, that develops activity in the area of VisualCom, for the amount of 2,110 thousand euros, having been provisionally assigned a value of 341 million euros to the acquired net assets.
As at 30 June 2013 and 31 December 2012, Available-for-sale financial assets were broken down as follows:
Changes in Available-for-sale financial assets during six month period to 30 June 2013 and year 2012 were as follows:
| Opening balance as at 1 January 2011 | 675 |
|---|---|
| Aquisitions | 1 5 |
| Disposals | -628 |
| Changes in fair value | - |
| Closing balance as at 31 December 2012 | 6 2 |
| Aquisitions | - |
| Disposals | -24 |
| Changes in fair value | - |
| Closing balance as at 30 June 2013 | 3 8 |
As at 30 June 2013, 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 |
|---|---|---|---|---|---|
| Gestinapa - SGPS, SA | Rua Castilho, 44-3º 1250-071 Lisbon |
100.00 | SGPS | Inapa – IPG, SA | June 1992 |
| Inapa-Portugal, SA | Rua das Cerejeiras, nº 5, Vale Flores São Pedro de Penaferrim 2710 Sintra |
99.75 | Paper Merchanting |
Gestinapa - SGPS,SA |
1988 |
| Inapa Distribuición Ibérica, SA |
c/ Delco Polígono Industrial Ciudad del Automóvil 28914 Leganés, Madrid |
100.00 | Paper Merchanting |
Gestinapa- SGPS, 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-France, 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 | Gestinapa- SGPS, 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 |
| HTL Verpackung, GmbH | Werner-von-Siemens Str 4-6 21629 Neu Wulmstrof Germany |
100.00 | Packaging | Inapa Packaging, GmbH |
January 2006 |
| Hennessen & Potthoff, GmbH |
Tempelsweg 22 Tonisvorst Germany |
100.00 | Packaging | Inapa Packaging, GmbH |
January 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 |
| Subsidiary company name | Head Office | % Group holdings |
Business operation |
Direct holding company |
Date of incorporation |
|---|---|---|---|---|---|
| Inapa – Merchants, Holding, Ltd |
Torrington House, 811 High Road Finchley N12 8JW United Kingdom |
100.00 | Holding | Gestinapa – SGPS ,SA |
1995 |
| Inapa Suisse | Althardstrasse 301 8105 Regensdorf – Switzerland |
100.00 | Paper Merchanting |
Inapa-IPG,SA e Papier Union, GmbH |
May 1998 |
| Europackaging SGPS, Lda | Rua Castilho 44- 3º 1250-071 Lisboa |
100.00 | Holding | Inapa-IPG,SA e Gestinapa, SGPS,SA |
October 2011 |
| Edições Inapa, Lda | Rua Castilho 44- 3º 1250-071 Lisbon |
100,00 | Editorial | Inapa-IPG,SA e Gestinapa, SGPS,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 2012 |
| Inapa Embalagem, Lda | Rua das Cerejeiras, nº 5, Vale Flores São Pedro de Penaferrim 2710 Sintra |
100.00 | Packaging | Europackaging, SGPS, Lda |
March 2012 |
| Inapa Shared Center, Lda | Rua das Cerejeiras, nº 5, Vale Flores São Pedro de Penaferrim 2710 Sintra |
100.00 | Shared services | Gestinapa, SGPS, SA e Inapa Portugal, SA |
July 2012 |
| Da Hora Artigos de Embalagem, Lda |
Urbanização das Minhoteiras, lote 3 – Crestins Maia 4470-592 Moreira Maia |
100.00 | Packaging | Inapa Embalagem, Lda |
November 2012 |
| 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 2013 |
In the six months ended June 30, 2012, there were the following amendments in respect of the consolidated companies: (i) acquisition of subsidiary Semaq Emballages SA; (ii) establishment of a new company based in Portugal, Sociedade de Comercialização e Distribuição de Embalagens, Lda.
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 | Warburgstrasse,28 20354 Hamburg Alemanha |
100,00 |
| Inapa Vertriebsgesellschaft GmbH |
Warburgstrasse,28 20354 Hamburg Alemanha |
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% |
| Inapa Vertriebsgesellschaft GmbH |
Warburgstrasse,28 20354 Hamburg Germany |
Papier Union, GmbH | 100% |
As at 30 June 2013 and 31 December 2012, Trade receivable was broken down as follows:
| 30 June 2013 | December 31, 2012 | |
|---|---|---|
| Trade receivables | ||
| Trade receivables -Current account | 126.758 | 133.039 |
| Trade receivables -Bills receivable | 14.274 | 10.692 |
| Doubtful debt | 24.259 | 20.487 |
| 165.291 | 164.218 | |
| Cumulative impairment losses | -19.075 | -17.890 |
| Trade receivebles - net balance | 146.216 | 146.328 |
As at 30 June 2013 and 31 December 2012, the balance of Other assets was broken down as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Other non current assets | ||
| Other debtors | 29 948 | 29 136 |
| Accumulated impaiment losses | -1 229 | -1 236 |
| 28 719 | 27 900 | |
| Other current assets | ||
| Stockholdings and stockholders | - | - |
| Advances to suppliers | 535 | 911 |
| Other debtors | 14 039 | 16 014 |
| Accumulated impaiment losses | -3 019 | -3 019 |
| 11 020 | 12 995 | |
| Accrued income | 15 684 | 21 015 |
| Deferred costs | 4 338 | 1 943 |
| 31 577 | 36 864 |
The balance of Cash and cash-equivalent was broken down as follows:
| 30 June 2013 | 31 December 2012 | 30 June 2012 | |
|---|---|---|---|
| Cash and cash-equivalent | |||
| Banks | 11.229 | 20.522 | 9.906 |
| Cash | 344 | 86 | 490 |
| 11.573 | 20.608 | 10.396 |
For purposes of reconciliation to the Cash Flow Statement, Cash and cash-equivalent items are broken down as follows:
| 30 June 2013 31 December 2012 |
30 June 2012 | |||
|---|---|---|---|---|
| Cash and cash-equivalent | ||||
| Banks | 11.229 | 20.522 | 9.906 | |
| Cash | 344 | 8 6 | 490 | |
| Cash and cash-equivalent per balance sheet | 11.573 | 15.047 | 10.396 | |
| Bank overdrafts | -104.377 | -82.653 | -113.903 | |
| Cash and Cash-equivalent per Cash-Flow statement | -92.804 | -70.826 | -103.507 |
The balance of Bank overdrafts includes creditor balances held on current accounts with financial institutions included in the balance of Loans (Note 16).
During the six months ended in 30 June 2013 the recognised asset impairments were as follows:
| Goodwill | Other intangible assets |
Inventories | Trade receivables |
Other current assets |
Total | |
|---|---|---|---|---|---|---|
| Balance as at January 1, 2012 | 11.766 | 27.464 | 1.059 | 11.259 | 4.240 | 55.788 |
| Increases | - | - | 285 | 8.995 | 30 | 9.310 |
| Utilisation | - | - | - | -637 | -15 | -652 |
| Reverseals | - | - | -468 | -1.669 | - | -2.137 |
| Changes in the consolidation perimeter | - | - | - | -62 | - | -62 |
| Exchange rate differences | - | - | 2 | 4 | - | 6 |
| Balance as at December 31, 2012 | 11.766 | 27.464 | 878 | 17.890 | 4.255 | 62.253 |
| Increases | - | - | 350 | 1.962 | - | 2.312 |
| Utilisation | - | - | - | -603 | -7 | -610 |
| Reverseals | - | - | -15 | -654 | - | -669 |
| Changes in the consolidation perimeter | - | - | 200 | 491 | - | 691 |
| Exchange rate differences | - | - | -2 | -11 | - | -13 |
| Balance as at June 30, 2013 | 11.766 | 27.464 | 1.411 | 19.075 | 4.248 | 63.964 |
At june 30,2013 and December 31, 2012 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 without voting rights, certificated and bearer with no par value (in 2010 share capital was represented by 150,000,000 ordinary shares with a nominal value of Euro 1 each). 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 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|
| Shareholder | Numbr of ordinary shares |
% of ordinary shares |
% Voting rights |
Numbr of ordinary shares |
% of ordinary shares |
% Voting rights |
| Parpública – Participações Públicas (SGPS), SA | 49.084.738 | 32,72% | 32,72% | 49.084.738 | 32,72% | 32,72% |
| Shares attributed to Banco Comercial Português, SA (art 20º do CVM) |
27.361.310 | 18,24% | 18,24% | 27.361.310 | 18,24% | 18,24% |
| Fundo de Pensões do Grupo Banco Comercial Português | 16.491.898 | 10,99% | 10,99% | 16.491.898 | 10,99% | 10,99% |
| Banco Comercial Português | 10.869.412 | 7,25% | 7,25% | 10.869.412 | 7,25% | 7,25% |
| Nova Expressão SGPS, SA | 9.035.000 | 6,02% | 6,02% | 7.500.000 | 5,00% | 5,00% |
| Tiago Moreira Salgado | 4.500.000 | 3,00% | 3,00% | 3.750.000 | 2,50% | 2,50% |
In compliance with the aforementioned applicable legislation and regulations, the Company was neither notified of any changes to the aforementioned holdings nor of any other holdings of other shareholders to whom voting rights equal to or greater than 2% of share capital may have accrued.
As at 30 June 2013, the Group did not hold own shares and no transactions involving own shares were recorded during the six-month period under analysis.
As at 30 June 2013 and 31 December 2012, Loans balance were broken as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Current debt | ||
| ° Bank loans | ||
| ° Bank loans and other current financial instruments ° Commercial paper, redeemable at its nominal value, |
104.377 | 82.653 |
| renewable, with maturity within one year ° Medium and long-term financial instruments |
49.661 | 50.211 |
| (portion maturity within 1 year ) | 23.366 | 44.316 |
| ° Other current financial loans |
9.156 | 43.878 |
| Total current debt | 186.560 | 221.058 |
| Non- current debt | ||
| ° Bank loans | ||
| Medium and long-term financial instruments ° ° Other loans |
114.744 - |
84.115 - |
| 114.744 | 84.115 | |
| ° Outros empréstimos obtidos Financing associated to finantial assets - securitisation |
||
| (Note 37) | 33.992 | 52.872 |
| Total non-current debt | 148.736 | 136.987 |
| Total debt | 335.296 | 358.045 |
As at 30 June 2012 the bank loans conditions are similar to the ones of 31 December 2012.
As at 30 June 2013 and 31 December 2012, the net balance of consolidated financial debt is broken down as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Loans | ||
| Current | 186.560 | 221.058 |
| Non-current | 114.744 | 84.115 |
| 301.304 | 305.173 | |
| Loans associated to financial assets - securitization | 33.992 | 52.872 |
| Financial leases debt | 8.193 | 8.698 |
| 343.489 | 366.743 | |
| Cash and cash-equivalents | 11.573 | 20.608 |
| Negotiatable financial assets (listed securities) | - | - |
| Available-for-sale financial assets (listed securities) | - | - |
| 11.573 | 20.608 | |
| 331.916 | 346.135 |
As at 30 June 2013 and 31 December 2012, the balances of Suppliers and of Other current liabilities were broken down as follows:
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| Other non current liabilities | ||
| Other creditors | 525 | |
| - | ||
| Fixed assets suppliers | 7.032 | 7.582 |
| 7.557 | 7.582 | |
| Suppliers | ||
| Suppliers on current account | 55.866 | 48.268 |
| Trade bills account | - | - |
| Invoices pending reconciliation | 3.234 | 991 |
| 59.100 | 49.259 | |
| Other current liabilities | ||
| Advances from clients | 875 | 1.766 |
| Fixed assets suppliers | 1.161 | 1.116 |
| Other creditors | 11.896 | 9.082 |
| Accruals and deferred items | 8.911 | 8.758 |
| 22.843 | 20.722 |
The amount of taxes in the Interim Consolidated Income Statement for the six months to 30 June 2013, amounting to a total of 243 thousand Euros, equates to the liability for current income tax for the half-year period in the amount of 274 thousand Euros plus the balance of changes in deferred tax, amounting to 31 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 2013, is detailed in the following table:
| 30 June 2013 | |
|---|---|
| Net income before tax | 836 |
| Nominal company tax rate | 30% |
| -251 | |
| Income tax | -243 |
| -8 | |
| Permanent differences- Germany | 156 |
| Permanent differences- Portugal | -38 |
| Permanent differences- France | -13 |
| Tributtable dividends | - |
| Changes in taxes rates | -78 |
| Other | -19 |
| 8 |
All instances where future taxation due may come to be significantly impacted are reported in the financial statements as at 30 June 2013 and 31 December 2012.
The following table reports changes in deferred tax assets and liabilities during the six months to 30 June 2013 and the financial year ended 31 December 2012:
| Changes in consolidation perimeter |
Fair value reserves and other reserves |
Net profit for the period |
30-06-2013 | ||
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Taxable provisions | 88 | - | - | - | 88 |
| Reportable tax losses | 17.432 | - | - | 315 | 17.747 |
| Others | 3.264 | - | - | -138 | 3.126 |
| 20.784 | - | - | 177 | 20.961 | |
| Deferred tax liabilities | |||||
| Fixed assets revaluation | -8.272 | - | - | 387 | -7.885 |
| Depreciation | -13.554 | - | - | -548 | -14.102 |
| Others | -1.118 | - | - | 15 | -1.103 |
| -22.945 | - | - | -146 | -23.091 | |
| Net deferred tax | -2.161 | - | - | 31 | -2.130 |
| 01-01-2013 | perimeter | other reserves | the period | 30-06-2013 | |
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Taxable provisions Reportable tax losses |
88 17.432 |
- | - | - 315 |
88 17.747 |
| Others | 3.264 | - - |
- - |
-138 | 3.126 |
| 20.784 | - | - | 177 | 20.961 | |
| Deferred tax liabilities | |||||
| Fixed assets revaluation | -8.272 | - | - | 387 | -7.885 |
| Depreciation | -13.554 | - | - | -548 | -14.102 |
| Others | -1.118 | - | - | 15 | -1.103 |
| -22.945 | - | - | -146 | -23.091 | |
| Net deferred tax | -2.161 | - | - | 31 | -2.130 |
| 01-01-2012 | Changes in consolidation perimeter |
Fair value reserves and other reserves |
Net profit for the period |
31-12-2012 | |
| Deferred tax assets | |||||
| Taxable provisions | 53 | - | - | 35 | 88 |
| Reportable tax losses | 16.425 | - | - | 1.007 | 17.432 |
| Others | 3.048 | - | - | 216 | 3.264 |
| 19.526 | - | - | 1.258 | 20.784 | |
| Deferred tax liabilities | |||||
| Fixed assets revaluation | -8.152 | -120 | -8.272 | ||
| -12.461 | - | - | -1.093 | -13.554 | |
| Depreciation Others |
- | - | |||
| -514 | - | - | -604 | -1.118 | |
| -21.128 | - | - | -1.817 | -22.945 | |
| Net deferred tax | -1.602 | - | - | -558 | -2.161 |
| 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 17,694 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 | 8.171 | ilimited | |||
| Inapa Distribuición Ibérica | 7.024 | 2021-2027 | |||
| Portuguese group companies | 6 5 | 2017 | |||
| Inapa Suisse | 509 | 2018 | |||
| Inapa Bélgique | 1.913 | ilimited | |||
| Outros | 6 5 | ||||
| 17.747 | |||||
| 1ST HALF 2013 RESULTS 33 / 40 |
| Company name | Deferred tax balance | Due date | |
|---|---|---|---|
| ilimited | |||
| Inapa France | 8.171 | ||
| Inapa Distribuición Ibérica | 7.024 | 2021-2027 | |
| Portuguese group companies | 6 5 | 2017 | |
| Inapa Suisse | 509 | 2018 | |
| Inapa Bélgique | 1.913 | ilimited | |
| Outros | 6 5 | ||
| 17.747 |
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:
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.
The following events took place after June 30, 2013:
8/12/2013 – Announcement of the 100% acquire agreement of the paper distribution Turkish company Korda.
- : - : - : - : - : - : -
5. Mandatory information
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.
Board of Directors
| Name | Number of | Voting |
|---|---|---|
| shares | rights | |
| Álvaro João Pinto Correia | 0 | 0% |
| José Manuel Félix Morgado | 563 631 | 0,38% |
| António José Gomes da Silva Albuquerque | 0 | 0% |
| Jorge Manuel Viana de Azevedo Pinto Bravo | 0 | 0% |
| Arndt Klippgen | 0 | 0% |
| Emídio de Jesus Maria | 0 | 0% |
| João Miguel Sales Luís | 0 | 0% |
| Gonçalo de Faria Carvalho | 0 | 0% |
Chartered Accountant
| Name | Number of | Voting |
|---|---|---|
| shares | rights | |
| PricewaterhouseCoopers & Associados, SROC, Lda, | 0 | 0% |
| representada por: | ||
| - José Pereira Alves – ROC efectivo |
||
| José Manuel Henriques Bernardo, ROC suplente | 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 2013 there were no transactions registered by any of its Governing Bodies members.
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 2013 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, 21 August 2013
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
Arndt Klippgen Director of the Board of Directors
António José Gomes da Silva Albuquerque Director and member of the Executive Committee of the Board of Directors
Jorge Manuel Viana de Azevedo Pinto Bravo 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
Director and member of the Audit Committee
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 Castilho, 44, 3º 1250-071 Lisbon Portugal
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