Annual Report • May 30, 2018
Annual Report
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| 1. | ST QUARTER 2018 HIGHLIGHTS 1 |
2 |
|---|---|---|
| 2. | LEADING INDICATORS | 3 |
| 3. | ANALYSIS OF RESULTS | 3 |
| 4. | OPERATING INDICATORS | 7 |
| 5. | STRATEGIC DEVELOPMENT | 7 |
| 6. | OUTLOOK FOR 2018 | 8 |
| 7. | CONSOLIDATED FINANCIAL STATEMENTS AND NOTES | 10 |
(quarterly indicators unaudited)
| Q1 | Q1 | % Change (7) | |
|---|---|---|---|
| Million euros | 2018 | 2017 | Q1 18/Q1 17 |
| Total Sales | 384.9 | 392.7 | -2.0% |
| EBITDA (1) | 110.9 | 90.2 | 23.0% |
| EBITDA Without Pellets (2) | 101.5 | 94.3 | 7.6% |
| Operating Profits (EBIT) | 78.0 | 52.0 | 49.8% |
| Financial Results | - 5.5 | -3.9 | 40.1% |
| Net Earnings | 53.2 | 35.6 | 49.7% |
| Cash Flow | 86.2 | 73.7 | 17.0% |
| Free Cash Flow (3) | 134.0 | 24.2 | 109.8 |
| Capex | 28.6 | 14.3 | 14.3 |
| Net Debt (4) | 558.7 | 616.6 | -57.8 |
| EBITDA/Sales | 28.8% | 23.0% | 5.9 pp |
| EBITDA Without Pellets/Sales (5) | 26.4% | 24.2% | 2.2 pp |
| ROS | 13.8% | 9.1% | 4.8 pp |
| ROE | 17.7% | 11.4% | 6.3 pp |
| ROCE | 17.0% | 11.1% | 6.0 pp |
| Equity Ratio | 49.7% | 51.8% | -2.0 pp |
| Net Debt/EBITDA (6) | 1.3 | 1.6 | -0.2 |
(1) Operating profits + depreciation + provisions
(2) EBITDA without net impact of pellets business
(3) Net debt + dividends + purchase of own shares
(4) Interest-bearing net debt – liquid assets
(5) EBITDA margin excl. pellets/value of sales excl. pellets
(6) EBITDA corresponding to last 12 months
(7) Variation in figures not rounded up/down
Turnover in the first quarter of 2018 stood at € 385 million, down by 2%, as a result of a series of maintenance shutdowns at pulp and paper mills over the quarter, affecting the quantity of pulp available for sale on the market.
Navigator's pulp business was affected by the reduction in the volume of pulp available for sale due both to the planned maintenance shutdown at the Setúbal
pulp mill (with no stoppage in the same quarter in 2017), and to the built up of pulp stocks at the Figueira da Foz mill, in advance of the production stoppage planned for April, to complete the capacity expansion project. As a result, pulp sales stood at 53 thousand tons, as compared to 90 thousand tons in the first quarter of 2017, when the Group recorded its highest figure ever. The upward trend in pulp prices observed in the previous year continued, and the average PIX BHKP index in Euros was up 28% in the quarter in relation to the average benchmark price in the 1st quarter of 2017. The Group´s average selling price also improved 28%, allowing to partially mitigate the drop in sales volume, with total sales value reaching € 33 million (down 24%).
In paper business, market conditions evolved positively, and at the end of the quarter most producers had order books at the comfortable level of 34 days' output, well above the average level of orders for the past 10 years. Over the course of the quarter, Navigator took the lead in 2 price rises in Europe, announced in January and March (for implementation in April), as well as announcing other price increases in the United States and International markets. In this context, the average PIX A4 B-copy benchmark index in Euros for the quarter stood at 845 €/ton, up by 5.2% in relation to the same quarter in 2017.
The Group recorded positive evolution in its product mix, with the premium segment and mill brands representing a growing proportion of sales, but registering a change in the market mix, with less sales going to Europe and the United States. Navigator's average price improved by 3.1% in relation to the 1st quarter of 2017 but with very different developments depending on the markets. In Europe, the price recovered significantly, having also grown in International markets, although penalized by the evolution of the Euro/USD exchange rate. It should be noted that the average exchange rate for the quarter was 1.23 (vs. 1.06 in the 1st quarter of 2017), which caused a sharp erosion in sales prices in the United States, which evolved negatively YoY. The increase in the average sales price combined with a slight decline in the volume available for sale resulted in a modest increase in the value of paper sales, which totalled € 283 million.
The tissue market suffered a sharp increase in production costs in the 1 st quarter, in particular in pulp prices which, despite the efforts of the main manufacturers, have not been reflected in higher prices for sales of tissue products to retailers. At Navigator, tissues grew in volume to approximately € 19 million, benefiting from an
increase in the average sales price, due essentially to an improvement in the mix (with reels representing a smaller proportion of sales) and to step-by-step implementation of a price increase which started in October, with the second rise taking place in January.
In energy business, electricity sales edged down by 1% in value to € 42 million, nonetheless reflecting smooth operation of our power generation assets. It is significant to note that the power sales recorded in the 1st quarter of 2017 occurred in the historical context of strong performance in the past five years, and were second only to the figures recorded in 2015. Navigator's total gross power output at the end of the first quarter of 2018 was also slightly lower, down by 1% YoYr, mainly due to production stoppages in pulp mills.
In this context, EBITDA totalled € 110.9 million, roughly 23% up on the previous year, including the gains recorded on disposal of the pellets business, completed in February 2018. The value of EBITDA excluding pellets business would be € 101.5 million and the recurrent EBITDA/Sales margin would have been 26.4%, 2.2 pp up on the same period last year.
On the costs side, attention should be drawn to rising prices for certain chemicals, in particular caustic soda, for which unit prices increased by more than 60% over the quarter. Also significant was the increase in personnel costs, due essentially to the growing workforce because of the new tissue project in Cacia, but also to severance pay and pension fund costs associated with the rejuvenation programme under way.
Navigator has pressed ahead with its M2 programme, improving operational efficiency through sustained reduction of production costs. This programme has had an estimated impact of € 3.8 million YoY on EBITDA, thanks in particular to successful savings initiatives in consumption of fibres (€ 1.3 million) and chemicals (€ 0.6 million). In addition to this reduction, the Group was also active in the renegotiation of its electricity and natural gas contracts, with savings estimated at market prices of around € 7.3 million.
Financial results showed a loss of € 5.5 million, as compared to a loss of € 3.9 million in 2017. This increase was caused essentially by the recording of a loss of € 3.3 million resulting from advance recognition of the difference between the
nominal and present values of the differed amount related to the disposal of the pellets business (USD 45 million). The nominal interest receivable shall bear interest at the rate of 2.5%.
Pre-tax profits totalled € 72.4 million, as compared to € 48.1 million in 2017, and net income stood at € 53.2 million, up by 50% in relation to the first quarter of 2017.
At the end of March, the Group's net debt stood at € 558.7 million, representing a significant reduction in relation to year-end 2017 (€ 692.7 million) and reflecting the inflow from sale of the pellets business (€ 67.6 million) as well as strong cash flow generation over the period. It should be stressed that the Group is going through a period of heavy investment, with capital expenditure of € 29 million in the first half (as compared to € 14 million), relating to construction of the new tissue plant in Cacia, expansion of capacity in Figueira da Foz and other investment projects in regular pulp, paper and tissue operations.
With regard to working capital, the amount invested during the first quarter was significantly lower, with a crucial contribution from the very considerable improvement in balances receivable/payable to the State, thanks to the high amount of VAT refunds in the period. The Group recorded a balance receivable from the State of approximately € 51 million, which more than offset the increase of € 14 million in the value of inventories.
In this context, free cash flow generated in the period rose to € 134.0 million (vs. € 24.28 million in 2017). The Net debt/EBITDA ratio is 1.3, representing a significant improvement from the figure of 1.7 recorded at year-end 2017.
| (in 000 to ns) |
Q1 2017 | Q2 2017 | Q3 2017 | Q4 2017 | 1T 2018 |
|---|---|---|---|---|---|
| BEKP Output | 382.4 | 377.4 | 357.3 | 371.9 | 346.1 |
| BEKP Sales | 90.4 | 92.0 | 68.8 | 59.7 | 53.1 |
| UWF Output | 396.4 | 383.4 | 406.1 | 406.7 | 385.8 |
| UWF Sales | 371.3 | 400.6 | 386.4 | 419.9 | 361.2 |
| FOEX – BHKP Euros/ton | 645 | 719 | 747 | 805 | 824 |
| FOEX – BHKP USD/ton | 686 | 792 | 877 | 948 | 1013 |
| FOEX – A4- BCopy Euros/ton | 803 | 808 | 819 | 831 | 845 |
| (in 000 to ns) |
Q1 2017 | Q2 2017 | Q3 2017 | Q4 2017 | 1T 2018 |
|---|---|---|---|---|---|
| Reels Output | 14.7 | 13.6 | 13.0 | 14.8 | 14.1 |
| Output of finished products | 11.7 | 12.6 | 12.2 | 12.4 | 13.6 |
| Sales of reels and goods | 2.7 | 1.7 | 1.1 | 1.8 | 0.7 |
| Sales of finished products | 11.3 | 12.3 | 12.3 | 12.2 | 12.8 |
| Total sales of tissue | 14.0 | 14.0 | 13.3 | 14.0 | 13.5 |
| Q1 2017 | Q2 2017 | Q3 2017 | Q4 2017 | 1T 2018 | |
|---|---|---|---|---|---|
| Production (GWh) | 561.3 | 556.4 | 535.9 | 573.7 | 553.5 |
| Sales (GWh) | 449.4 | 446.8 | 426.0 | 462.8 | 444.7 |
The Group's capital expenditure in the first quarter of 2018 totalled approximately € 28.6 million. Two major development projects - construction of a new tissue mill in Cacia (able to produce 70 thousand reels and including converting capacity) and improvements to pulp production efficiency and environmental performance at the Figueira da Foz mill - accounted for 53% of this figure.
As a result, in the first quarter of 2018, the project to expand capacity in Figueira da Foz represented investment of € 4.2 million and the new tissue mill in Cacia approximately € 11 million. Recurrent investment in pulp and paper business totalled € 11.4 million, as well as € 1.9 million in the current tissue operation in Vila Velha de Rodão and other projects.
The pulp sector again recorded surprisingly strong performance in the first quarter of 2018, as the upward pressure on prices continued. Demand in the market remains robust and has been able to absorb the resumption of the normal pace of operations at mills which unexpectedly shut down production in 2017, as well as the new capacities which came on line last year and continue to ramp-up production.
In UWF paper, order books remain strong and the Group again took the lead in 2 price increases during the quarter in Europe, as well as announcing increases in the US market and in international markets. New price increases have already been announced for May and June in the United States and in International markets, and Navigator has announced to its clients (already in May) a further price increase in Europe taking effect from 1 July.
There are currently no foreseeable signs to a significant change in conditions in the pulp and paper market, and the main factors of uncertainty continue to be exchange rates and the costs of certain chemicals. It is important to note that the Group's pulp business performance in the second quarter will be affected by the maintenance stoppage at the Figueira da Foz mill, which will also be used to finalise and start up the project for expanded pulp capacity.
The tissue market will remain under strong pressure from the high level of pulp prices, and it is absolutely critical that tissue producers should succeed in passing on part of this increase in their sales prices for the rest of the year.
Setúbal, 10 May 2018
In the course of April, Navigator was informed by the US authorities that the provisional anti-dumping duty to be applied retroactively to paper sales to the United States for the period from August 2015 to February 2017 will be 0%. This decision confirms the position consistently defended by Navigator, i.e. that there were no grounds for applying measures of this type to its products sold in the United States.
It should be recalled that the rate initially applied between 20 August 2015 and 11 January 2016 was 29.53% and was revised to 7.8%. This rate was in force until February 2017. The Company deposited an amount equivalent to about € 30 million until that date and, once the decision to apply the 0% rate has been confirmed, will proceed with the request for reimbursement of the amount already deposited.
For the three months period ended at 31 March 2018 and 2017
| Amounts in Euro | Note | 3 months 31-03-2018 |
3 months 31-03-2017 |
|---|---|---|---|
| (unaudited) | (unaudited) | ||
| Revenue | 3 | ||
| Sales | 383,558,961 | 391,254,865 | |
| Services rendered | 1,380,538 | 1,402,109 | |
| Other operating income | 4 | ||
| Gains on the sale of non-current assets | 17,199,398 | 1,427 | |
| Other operating income | 2,471,951 | 4,250,654 | |
| Changes in the fair value of biological assets | 14 | 1,215,853 | (502,582) |
| Operating expenses | 5 | ||
| Costs of inventories sold and consumed | (172,993,517) | (181,731,681) | |
| Variation in production | 22,176,632 | 15,764,876 | |
| Cost of materials and services consumed | (96,196,092) | (97,862,055) | |
| Payroll costs | (40,839,377) | (37,084,975) | |
| Other costs and losses | (7,051,157) | (5,323,909) | |
| Provisions | 890,419 | (1,736) | |
| Depreciation, amortisation and impairment losses | 6 | (33,861,430) | (38,143,318) |
| Operating results | 77,952,180 | 52,023,674 | |
| Net financial results | 7 | (5,516,289) | (3,936,664) |
| Profit before tax | 72,435,892 | 48,087,010 | |
| Income tax | 8 | (19,187,500) | (13,244,421) |
| Net income | 53,248,392 | 34,842,589 | |
| Attributable to: | |||
| Navigator Company's Shareholders | 53,247,462 | 35,573,405 | |
| Non-controlling interests | 929 | (730,816) | |
| Earnings per share | |||
| Basic earnings per share, Euro | 9 | 0.074 | 0.050 |
| Diluted earnings per share, Euro | 9 | 0.074 | 0.050 |
As of 31 March 2018 and 31 December 2017
| Amounts in Euro | Notes | 31-03-2018 | 31-12-2017 |
|---|---|---|---|
| (unaudited) | |||
| Assets | |||
| Non-current assets | |||
| Goodwill | 11 | 377,339,466 | 377,339,466 |
| Other intangible assets | 12 | 7,988,725 | 3,878,245 |
| Plant, property and equipment | 13 | 1,166,837,122 | 1,171,125,052 |
| Investment properties | 98,762 | 99,174 | |
| Biological assets | 14 | 130,612,789 | 129,396,936 |
| Other financial assets | 15 | 33,699,231 | 424,428 |
| Deferred tax assets | 19 | 44,874,221 | 44,727,571 |
| 1,761,450,316 | 1,726,990,872 | ||
| Current assets | |||
| Inventories | 202,356,559 | 187,795,595 | |
| Receivables and other current assets | 16 | 254,830,356 | 237,704,322 |
| State and other public entities | 17 | 33,696,309 | 75,076,422 |
| Cash and cash equivalents | 22 | 206,227,572 | 125,331,036 |
| 697,110,796 | 625,907,375 | ||
| Non-current assets held for sale | |||
| Non-current assets held for sale | 23 | - | 86,237,049 |
| - | 86,237,049 | ||
| Total Assets | 2,458,561,112 | 2,439,135,296 | |
| EQUITY AND LIABILITIES | |||
| Capital and Reserves | |||
| Share capital | 18 | 500,000,000 | 500,000,000 |
| Treasury shares | 18 | (1,002,084) | (1,002,084) |
| Fair value reserves | (2,138,684) | (3,020,990) | |
| Legal reserve | 109,790,475 | 109,790,475 | |
| Free reserves | 217,500,000 | 217,500,000 | |
| Currency translation reserves | (27,191,426) | (13,966,898) | |
| Retained earnings | 371,874,638 | 167,388,264 | |
| Net profit for the period | 53,247,462 | 207,770,604 | |
| 1,222,080,381 | 1,184,459,371 | ||
| Non-controlling interests | 208,959 | 420,277 | |
| 1,222,289,340 | 1,184,879,648 | ||
| Non-current liabilities | |||
| Deferred tax liabilities | 19 | 60,672,120 | 83,023,517 |
| Pension liabilities | 20 | 9,939,618 | 5,090,242 |
| Provisions | 21 | 39,750,844 | 19,536,645 |
| Interest-bearing liabilities | 22 | 670,248,062 | 667,851,880 |
| Other liabilities | 22 | 23,998,979 | 25,466,139 |
| 804,609,624 | 800,968,424 | ||
| Current liabilities | |||
| Interest-bearing liabilities | 22 | 94,702,381 | 150,205,591 |
| Payables and other current liabilities | 24 | 284,160,997 | 259,509,848 |
| State and other public entities | 17 | 52,798,770 | 43,571,785 |
| 431,662,148 | 453,287,224 | ||
| Total Liabilities | 1,236,271,772 | 1,254,255,647 | |
| Total Equity and Liabilities | 2,458,561,112 | 2,439,135,296 |
For the three months period ended at 31 March 2018 and 2017
| Amounts in Euro | 3 months 31-03-2018 |
3 months 31-03-2017 |
|---|---|---|
| (unaudited) | (unaudited) | |
| Net profit for the period | 53,248,392 | 34,842,589 |
| Itens that can be reclassified subsequently to profit or loss | ||
| Fair value in derivative financial instruments | 1,216,974 | 1,679,195 |
| Currency translation differences | (13,224,528) | 2,617,030 |
| Tax on items above when applicable | (334,668) | (201,904) |
| Tax on conventional capital remuneration | - | |
| (12,342,222) | 4,094,321 | |
| Items that will not be reclassified subsequently to profit or loss | ||
| Other changes in shareholders' equity of subsidiaries | (191,665) | (11,736) |
| Post-employment benefits (actuarial deviations) | (3,294,774) | 1,366,590 |
| Tax on items above when applicable | (10,037) | (59) |
| (3,496,477) | 1,354,796 | |
| (15,838,698) | 5,449,117 | |
| Total recognised income and expense for the period | 37,409,693 | 40,291,706 |
| Attributable to: | ||
| The Navigator Company's shareholders | 37,621,011 | 41,418,496 |
| Non-controlling interests | (211,318) | (1,126,790) |
| 37,409,693 | 40,291,706 |
| Amounts in Euro | 1 January 2018 | Gains and losses recognised in the period |
Dividends paid and reserves distributed |
Early earnings | Application of prior year's net profit |
31 March 2018 |
|---|---|---|---|---|---|---|
| Share capital | 500,000,000 | - | - | - | - | 500,000,000 |
| Treasury shares | (1,002,084) | - | - | - | - | (1,002,084) |
| Fair value reserves | (3,020,990) | 882,306 | - | - | - | (2,138,684) |
| Legal reserve | 109,790,475 | - | - | - | - | 109,790,475 |
| Free reserves | 217,500,000 | - | - | - | - | 217,500,000 |
| Currency translation reserve | (13,966,898) | (13,224,528) | - | - | - | (27,191,426) |
| Prior year's net profit | 167,388,264 | (3,284,230) | - | - | 207,770,604 | 371,874,638 |
| Net profit for the period | 207,770,604 | 53,247,462 | - | - | (207,770,604) | 53,247,462 |
| Early earnings | - | - | - | - | - | - |
| Total | 1,184,459,371 | 37,621,011 | - | - | - 1,222,080,381 | |
| Non-controlling interests | 420,277 | (211,318) | - | - | - | 208,959 |
| Total | 1,184,879,648 | 37,409,693 | - | - | - 1,222,289,340 |
| Amounts in Euro | 1 January 2017 | Gains and losses recognised in the period |
Dividends paid and reserves distributed |
Early earnings | Application of prior year's net profit |
31 March 2017 |
|---|---|---|---|---|---|---|
| Share capital | 717,500,000 | - | - | - | - | 717,500,000 |
| Treasury shares | (1,002,084) | - | - | - | - | (1,002,084) |
| Fair value reserves | (7,571,781) | 1,477,291 | - | - | - | (6,094,490) |
| Legal reserve | 99,709,036 | - | - | - | - | 99,709,036 |
| Currency translation reserve | (779,369) | 2,617,030 | - | - | - | 1,837,661 |
| Prior year's net profit | 205,639,863 | 1,750,769 | - | - | 217,501,437 | 424,892,069 |
| Net profit for the period | 217,501,437 | 35,573,405 | - | - | (217,501,437) | 35,573,405 |
| Early earnings | - | - | - | - | - | - |
| Total | 1,230,997,102 | 41,418,496 | - | - | - 1,272,415,598 | |
| Non-controlling interests | 2,272,606 | (1,126,790) | - | - | - | 1,145,816 |
| Total | 1,233,269,708 | 40,291,706 | - | - | - 1,273,561,414 |
For the three months period ended at 31 March 2018 and 2017
| Amounts in Euro | Notes | 31-03-2018 | 31-03-2017 |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Receipts from customers | 488,129,175 | 423,661,575 | |
| Payments to suppliers | 320,900,825 | 344,995,551 | |
| Payments to employees | 24,263,889 | 24,067,577 | |
| Cash flow from operations | 142,964,461 | 54,598,448 | |
| Income tax received/ (paid) | (35,158) | (15,136,406) | |
| Other receipts/ (payments) relating to operating activities | 25,403,956 | (1,134,606) | |
| Cash flow from operating activities (1) | 168,333,260 | 38,327,436 | |
| INVESTMENT ACTIVITIES | |||
| Inflows: | |||
| Financial investments | - | - | |
| Property, plant and equipment | - | - | |
| Intangible assets (CO2 allowances) | - | - | |
| Investment grants | - | - | |
| Interest and similar income | (169,356) | 1,009,615 | |
| Inflows from investment activities (A) | (169,356) | 1,009,615 | |
| Outflows: | |||
| Property, plant and equipment | 32,498,110 | 24,858,834 | |
| Outflows from investment activities (B) | 32,498,110 | 24,858,834 | |
| Cash flows from investment activities (2 = A - B) | (32,667,465) | (23,849,219) | |
| FINANCING ACTIVITIES | |||
| Inflows: | |||
| Borrowings | - | 12,000,000 | |
| Inflows from financing activities | - | 12,000,000 | |
| Outflows: | |||
| Borrowings | 50,000,000 | - | |
| Amortisation of financial leasing contracts | - | - | |
| Interest and similar expense | 4,769,258 | 3,511,386 | |
| Acquisition of treasury shares | - | - | |
| Dividends paid and distributed reserves | - | - | |
| Outflows from financing activities (D) | 54,769,258 | 3,511,386 | |
| Cash flows from financing activities (3 = C - D) | (54,769,258) | 8,488,614 | |
| CHANGES IN CASH AND CASH EQUIVALENTS (1)+(2)+(3) | 80,896,536 | 22,966,831 | |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 125,331,036 | 67,541,588 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 22 | 206,227,572 | 90,508,420 |
As of 31 March 2018 and 2017
(In these notes, unless indicated otherwise, all amounts are expressed in Euro)
The Navigator group ("Group") comprises The Navigator Company, S.A. (previously designated as Portucel, S.A.) and its subsidiaries.
The Navigator group was created in the mid 1950's, when a group of technicians from "Companhia Portuguesa de Celulose de Cacia" made this company the first in the world to produce bleached eucalyptus sulphate pulp.
In 1976 Portucel EP was created as a result of the nationalization of all of Portugal's cellulose industry. As such, Portucel – Empresa de Celulose e Papel de Portugal, E.P. resulted from the merger with CPC – Companhia de Celulose, S.A.R.L. (Cacia), Socel – Sociedade Industrial de Celulose, S.A.R.L. (Setúbal), Celtejo – Celulose do Tejo, S.A.R.L. (Vila Velha de Ródão), Celnorte – Celulose do Norte, S.A.R.L. (Viana do Castelo) and Celuloses do Guadiana, S.A.R.L. (Mourão), being converted into a mainly public anonymous society by Decree- Law No. 405/90, of 21st December.
Years after, as a result of the restructuring of Portucel – Empresa de Celulose e Papel de Portugal, S.A., which was redenominated to Portucel, SGPS, S.A., towards to its privatization, Portucel S.A. was created, on 31st May 1993, through Decreelaw 39/93, with the former assets of the two main companies, based in Cacia and Setúbal.
In 1995, the company was reprivatized, and became a publicly traded company.
Aiming to restructure the paper industry in Portugal, Portucel, S.A. acquired Papeis Inapa, S.A. (Setúbal) in 2000 and Soporcel – Sociedade Portuguesa de Papel, S.A. (Figueira da Foz) in 2001. Those key strategic decisions resulted in the PortucelSoporcel Group (currently The Navigator Company Group), which is the largest European and one of the world's largest producers of bleached pulp. It is also the biggest European producer of uncoated wood-free paper.
In June 2003, the Portuguese State sold a 30% stake of Portucel's equity, which was acquired by Semapa Group. In September 2003, Semapa launched a public acquisition offer tending to assure the Group's control, which was accomplished by guaranteeing a 67.1% stake of Portucel's equity.
In November 2006, the Portuguese State concluded the third and final stage of the sale of Portucel, S.A., and Parpublica SGPS, S.A. (formerly Portucel SGPS, S.A.) sold the remaining 25.72% it still held.
From 2009 to July 2015, more than 75% of the company's share capital was held directly and indirectly by Semapa - Sociedade de Investimento e Gestão SGPS, S.A. (excluding treasury shares) having the percentage of voting rights been reduced to 70% following the conclusion of the offer for the acquisition, in the form of an exchange offer, of the ordinary shares of Semapa, SGPS, S.A., in July 2015.
In February 2015, Portucel group started its activity in the Tissue segment with the acquisition of AMS- BR Star Paper, SA (currently denominated Navigator Tissue Ródão, SA), a company that holds and explores a tissue paper mill, located in Vila Velha de Ródão.
In July 2016, the Navigator group expanded its activity to the pellets business with the construction of a plant in Greenwood, state of South Carolina, United States of America.
The Navigator group's main business is the production and sale of writing and printing thin paper and related products, and it is present in the whole value added chain, from research and development of forestry and agricultural production, to the purchase of wood and the production and sale of bleached eucalyptus kraft pulp – BEKP and electric and thermal energy, as well as its commercialization.
On February 6th 2016, the Portucel Group changed its corporate brand to The Navigator Company. This new corporate identity represents the union of companies with a history of more than 60 years, aiming to give the Group a more appealing and modern image.
Following this event, and after approval in the General Shareholder's Meeting, held on April 19th 2016, Portucel S.A. changed its designation to The Navigator Company, S.A.
The Navigator Company, S.A. (hereafter referred to as the Company or Navigator) is a publicly traded company, listed in Euronext Lisbon, with its share capital represented by nominal shares.
Head Office: Mitrena, 2901-861 Setúbal
Share Capital: Euros 500 000 000
Registration Nº: 503 025 798
These consolidated financial statements were approved by the Board of Directors on 10th May 2018.
The Navigator group's senior management, who are also the members of the Board of Directors that sign this report, declare that, to the best of their knowledge, the information contained herein was prepared in conformity with the applicable accounting standards, providing a true and fair view of the assets and liabilities, the financial position and results of the companies included in the Navigator group's consolidation scope.
The Navigator group's consolidated interim financial statements for the three months period ended at 31 March 2018 have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting.
The accompanying consolidated financial statements were prepared on a going concern basis, from the accounting books and records of the companies included in the consolidation (Note 28), and under the historic cost convention, except for biological assets, available for sale financial assets and derivative financial instruments, which are recorded at fair value (Notes 23 and 14).
The accounting policies applied in the preparation of these interim consolidated financial statements are consistent to those used in the preparation of the financial statements as of 31 December 2017 and described in the respective accompanying notes.
The interpretations and amendments to the existing standards identified below, are mandatory by the European Union, for the periods starting on or after 1 January 2018:
| endorsed by the EU | Effective date* |
|---|---|
| IFRS 9 – Financial instruments | 1 January 2018 |
| IFRS 15 – Revenue from contracts with customers | 1 January 2018 |
| IFRS 16 - Leases | 1 January 2019 |
| IFRS 4 -Insurance contracts | 1 January 2018 |
| Amendments to IFRS 15 – Revenue from contracts with customers | 1 January 2018 |
| * Periods beginning on or after |
There are new standards, interpretations and amendments of existing standards that, despite having already been published, are only mandatory for annual periods starting after 1 January 2018 and which the Navigator group decided not to earlyadopt in the current period, as follows:
| endorsed by the EU | Effective date* |
|---|---|
| 2014 – 2016 Improvements to standards | 1 January 2018 |
| IAS 40 - Investment property | 1 January 2018 |
| IFRS 2 – Shared-based payments | 1 January 2018 |
| Amendments to IFRS 9 - Financial instruments | 1 January 2019 |
| IAS 28 - Investments in associates and joint ventures | 1 January 2019 |
| 2015-2017 Improvements to standards | 1 January 2019 |
| IFRS 17 - Insurance contracts | 1 January 2021 |
| IFRIC 22 – Foreign currency transactions and advance consideration |
1 January 2018 |
| IFRIC 23 – Uncertainty over income tax treatments |
1 January 2019 |
| * Periods beginning on or after |
* Periods beginning on or after
Regarding the standards presented above, for which the mandatory entry into force has not yet occurred, the Navigator group had not yet concluded the estimate of the effects of changes arising from the adoption of these standards, for which it decided not to early-adopt them. However, no material effect is expected in the financial statements as a result of their adoption.
As of 1 January 2018, the Group adopted IFRS 9 and IFRS 15 without significant impacts on the consolidated results for the period.
In accordance to the approach defined in IFRS 8, operational segments should be identified based in the way internal financial information is organized and reported to the management. An operating segment is defined by IFRS 8 as a component of the Navigator group:
The Executive Committee is the ultimate operating decision maker, analyzing periodic reports with operational information on segments, using them to monitor the operating performance of its businesses, as well as to decide on the best allocation of resources.
Segment information is presented for business segments identified by the Navigator group, namely:
Revenues, assets and liabilities of each segment correspond to those directly allocated to them, as well as to those that can be reasonably attributed to those segments.
Financial data by operational segment for the three months periods ended 31 March 2018 and 2017 is presented as follows:
| 31-03-2018 | ||||||
|---|---|---|---|---|---|---|
| PULP MARKET | UWF PAPER | TISSUE PAPER | OTHERS | ELIMINATIONS/ UNALLOCATED |
TOTAL | |
| REVENUE | ||||||
| Sales and services - external | 36,917,617 | 315,257,619 | 18,980,317 | 13,783,946 | - | 384,939,499 |
| Sales and services - intersegment | 28,192 | 148,679,518 | (148,707,710) | - | ||
| Total revenue | 36,945,809 | 315,257,619 | 18,980,317 | 162,463,464 | (148,707,710) | 384,939,499 |
| PROFIT/ (LOSS) | ||||||
| Segmental profit | 8,636,115 | 66,951,916 | (615,110) | 2,979,259 | - | 77,952,180 |
| Operating profit | - | - | - | - | - | 77,952,180 |
| Financial results | - | - | - | - | (5,516,289) | (5,516,289) |
| Income tax | - | - | - | - | (19,187,500) | (19,187,500) |
| Profit after income tax | - | - | - | - | - | 53,248,391 |
| Non-controlling interests | - | - | - | - | (929) | (929) |
| Net profit | - | - | - | - | - | 53,247,462 |
| OTHER INFORMATION | ||||||
| Capital expenditure | 2,817,659 | 11,046,655 | 12,985,356 | 1,701,604 | - | 28,551,274 |
| Depreciation and impairment | (2,754,431) | (20,745,574) | (2,299,944) | (8,061,481) | (33,861,430) | |
| Provisions ((increases) / reversal) | - | - | 546,717 | 343,702 | 890,419 | |
| OTHER INFORMATION | ||||||
| SEGMENT ASSETS | ||||||
| Property, plant and equipment | 126,899,786 | 706,943,925 | 100,093,832 | 232,899,578 | - | 1,166,837,122 |
| Biological assets | - | - | - | 130,612,789 | - | 130,612,789 |
| Financial investments | - | 260,486 | - | 33,438,745 | - | 33,699,231 |
| Inventories | 13,490,557 | 119,150,164 | 12,285,966 | 57,429,871 | - | 202,356,559 |
| Accounts receivable | 20,095,147 | 184,862,551 | 23,580,142 | 26,292,517 | - | 254,830,357 |
| Other assets | 1,244,269 | 487,101,193 | 5,349,059 | 176,530,534 | - | 670,225,054 |
| Total assets | 161,729,759 | 1,498,318,320 | 141,308,999 | 657,204,034 | - | 2,458,561,112 |
| SEGMENT LIABILITIES | ||||||
| Interest-bearing liabilities | 2,805,080 | - | 3,617,978 | 758,527,385 | - | 764,950,443 |
| Accounts payable | 11,985,860 | 85,371,770 | 9,867,421 | 176,935,946 | - | 284,160,997 |
| Other liabilities | 28,591,587 | 91,625,051 | 3,169,646 | 63,774,048 | - | 187,160,332 |
| Total liabilities | 43,382,526 | 176,996,821 | 16,655,046 | 999,237,379 | - | 1,236,271,772 |
The Navigator group's energy sales are reported under different business segments. The amount corresponding to the total energy sales was Euro
42,022,223 in 2018 and Euro 42,509,780 in 2017. Energy sales originated in the cogeneration process, in the amount of Euro 36,522,051 (31 March 2017: Euros 36,934,259), are reported under the "Market Pulp" (31 March 2018: Euros 4,300,136; 31 March 2017: 4,461,062) and "UWF Paper" (31 March 2018: Euros 32,221,915; 31 March 2017: Euros 32,473,197) segments. Sales of electricity exclusively produced in units dedicated to the production of electricity from biomass are reported under the segment "Other", in the amount of Euro 5,500,172 (31 March 2017: Euros 5,575,521).
The capital expense during the first 3 months of 2018 is related to the already announced investments in progress, namely the pulp capacity increase in Figueira da Foz (Euros 7,298,111), the building of the new tissue facility in Cacia (Euros 11,086,335) and other regular investments of pulp, paper and tissue production (Euros 10,166,828).
Property, plant and equipment reported under the segment "Other" include:
| Amounts in Euro | 31-03-2018 | 31-03-2017 |
|---|---|---|
| Forrestry lands | 74,729,535 | 78,837,443 |
| Real estate - manufacturing site of Setúbal | 57,871,183 | 58,307,433 |
| Real estate - manufacturing site of Cacia | 12,393,499 | 12,221,468 |
| Real estate - manufacturing site of Figueira da Foz | 49,164,888 | 53,021,849 |
| Thermoelectric plant biomass | 31,151,489 | 36,948,534 |
| Pellets Project - USA | - | 103,665,598 |
| Others | 7,588,984 | 24,876,872 |
| 232,899,578 | 367,879,197 |
Forest land (Euros 74,729,535) and industrial real estate (Euros 119,429,570) in a total amount of Euros 194,159,106 (Euros 202,388,193 in 2017), consolidated amounts, are reported in the individual financial statements as investment properties. The real estate property of Vila Velha de Ródão, in the amount of Euro 8,851,309 (Euros 9,153,634 in 2017), is included in the segment "Tissue Paper".
The majority of the assets allocated to each of the individual segments, with the exception of receivables, is located in Portugal. "Other" includes USA and Mozambique, besides Portugal.
| 31-03-2017 | ||||||
|---|---|---|---|---|---|---|
| PULP MARKET | UWF PAPER | TISSUE PAPER | OTHERS | ELIMINATIONS/ UNALLOCATED |
TOTAL | |
| REVENUE | ||||||
| Sales and services - external | 47,664,569 | 314,742,932 | 18,118,210 | 12,131,263 | - | 392,656,974 |
| Sales and services - intersegment | 3,600,686 | 176,423,403 | (180,024,089) | - | ||
| Total revenue | 51,265,255 | 314,742,932 | 18,118,210 | 188,554,666 | (180,024,089) | 392,656,974 |
| PROFIT/ (LOSS) | ||||||
| Segmental profit | 10,800,293 | 55,460,097 | 1,237,445 | (15,474,161) | - | 52,023,674 |
| Operating profit | - | - | - | - | - | 52,023,674 |
| Financial results | - | - | - | - | (3,936,664) | (3,936,664) |
| Income tax | - | - | - | - | (13,244,421) | (13,244,421) |
| Profit after income tax | - | - | - | - | - | 34,842,589 |
| Non-controlling interests | - | - | - | - | 730,816 | 730,816 |
| Net profit | - | - | - | - | - | 35,573,405 |
| OTHER INFORMATION | ||||||
| Capital expenditure | 1,644,153 | 11,727,768 | 262,411 | 712,158 | - | 14,346,490 |
| Depreciation and impairment | (2,759,860) | (22,771,731) | (2,297,657) | (10,314,070) | (38,143,318) | |
| Provisions ((increases) / reversal) | - | - | - | - | (1,736) | (1,736) |
| OTHER INFORMATION | ||||||
| SEGMENT ASSETS | ||||||
| Property, plant and equipment | 124,535,508 | 715,953,407 | 63,278,038 | 367,879,197 | - | 1,271,646,151 |
| Biological assets | - | - | - | 125,110,366 | - | 125,110,366 |
| Financial investments | - | 260,486 | - | - | - | 260,486 |
| Inventories | 15,955,437 | 132,942,533 | 9,130,015 | 71,892,616 | - | 229,920,601 |
| Accounts receivable | 2,957,530 | 184,566,826 | 16,489,419 | 17,914,988 | - | 221,928,762 |
| Other assets | 887,958 | 448,260,954 | 3,905,190 | 135,822,538 | - | 588,876,639 |
| Total assets | 144,336,433 | 1,481,984,206 | 92,802,662 | 718,619,704 | - | 2,437,743,005 |
| SEGMENT LIABILITIES | ||||||
| Interest-bearing liabilities | 2,805,080 | - | 1,432,616 | 702,835,740 | - | 707,073,435 |
| Accounts payable | 12,176,849 | 112,278,527 | 8,087,711 | 120,277,799 | - | 252,820,886 |
| Other liabilities | 29,888,355 | 109,022,696 | 1,860,803 | 63,515,416 | - | 204,287,270 |
| Total liabilities | 44,870,283 | 221,301,222 | 11,381,130 | 886,628,955 | - | 1,164,181,591 |
| Amounts in Euro | 31-03-2018 | 31-03-2017 |
|---|---|---|
| PORTUGAL | ||
| UWF Paper (includes energy sales) | 37,789,865 | 39,031,243 |
| Pulp (includes energy sales) | 6,749,519 | 6,517,213 |
| Tissue | 10,932,049 | 11,489,740 |
| Others (includes energy sales) | 13,066,347 | 8,855,412 |
| 68,537,780 | 65,893,608 | |
| REST OF EUROPE | ||
| UWF Paper | 166,341,467 | 180,203,327 |
| Pulp | 30,137,545 | 31,422,548 |
| Tissue | 7,488,880 | 6,338,501 |
| Others | 717,599 | 3,275,852 |
| 204,685,491 | 221,240,228 | |
| NORTH AMERICA | ||
| UWF Paper | 25,704,843 | 33,289,641 |
| Pulp | - | - |
| 25,704,843 | 33,289,641 | |
| OTHER MARKETS | ||
| UWF Paper | 85,421,444 | 62,218,721 |
| Pulp | 30,554 | 9,724,807 |
| Tissue | 559,388 | 289,969 |
| 86,011,385 | 72,233,497 | |
| 384,939,500 | 392,656,974 |
The geographical distribution of Sales and Services rendered is presented according with the reporting segments shown above.
Other operating income is detailed as follows for the three months periods ended 31 March 2018 and 2017:
| Amounts in Euro | 3 months 31-03-2018 |
3 months 31-03-2017 |
|---|---|---|
| Supplementary income | 280,092 | 127,437 |
| Grants - CO2 Emission alllowances | 1,318,616 | 917,606 |
| Reversal of impairment losses in current assets | 80,326 | - |
| Gains on disposals of non-current assets | 17,199,398 | 1,427 |
| Gains on inventories | 31,824 | 2,405,682 |
| Government grants | 8,732 | 1,509 |
| Own work capitalised | 25,753 | 43,004 |
| Other operating income | 726,607 | 755,415 |
| 19,671,349 | 4,252,080 |
Gains with CO2 licenses correspond to the recognition of the free allocation of licenses for 156,906 tons of CO2, at the average price of Euro 8.35 (173,699 tons in 31 March 2017, at the average price of Euro 5.28).
Gains on disposals of non-current assets includes Euros 15,765,258 regarding the gain generated with the sale of the pellets business concluded in February 2018, as well as Euros 1,434,140 regarding the sale of forest lands.
Operating expenses are detailed as follows for the three months periods ended 31 March 2018 and 2017:
| Amounts in Euro | 3 months 31-03-2018 |
3 months 31-03-2017 |
|---|---|---|
| Cost of inventories sold and consumed | (172,993,517) | (181,731,681) |
| Variation in production | 22,176,632 | 15,764,876 |
| Cost of services and materials consumed | (96,196,092) | (97,862,055) |
| Payroll costs | ||
| Remunerations | ||
| Statutory bodies - fixed | (1,075,882) | (1,116,188) |
| Statutory bodies - variable | (958,222) | (1,166,208) |
| Other remunerations | (27,005,744) | (25,757,709) |
| (29,039,847) | (28,040,104) | |
| Social charges and other payroll cost | ||
| Costs with defined benefit plans (Note 20) | (1,555,001) | (218,015) |
| Costs with defined contribution plans (Note 20) | (291,605) | (295,091) |
| Contributions to social security | (5,593,422) | (5,273,122) |
| Other payroll costs | (4,359,502) | (3,258,642) |
| (11,799,530) | (9,044,870) | |
| (40,839,377) | (37,084,975) | |
| Other costs and losses | ||
| Membership fees | (104,325) | (180,930) |
| Losses in inventories | (981,380) | (2,264,455) |
| Impairment losses in receivables | (544) | - |
| Indirect taxes | (1,004,151) | (247,020) |
| Shipment costs | (500,567) | (1,002,789) |
| Water resources charges | (377,149) | (392,212) |
| Costs with CO2 emissions | (1,738,727) | (917,606) |
| Other operating costs | (1,144,315) | (318,897) |
| (7,051,157) | (5,323,909) | |
| Provisions (Note 21) | 890,419 | (1,736) |
| Total | (294,013,092) | (306,239,479) |
The increase in Personnel expenses recorded in 2018 is mainly explained by the increase of employees related with the new Tissue project in Cacia, and by the recognition of responsibilities with the pensions fund associated to the rejuvenation programme.
The costs with CO2 emissions correspond to the emission of 191,161 tons of CO2 at the average price of Euro 8.35 (31 March 2017: Euro 173,699 tons, at the average price of Euro 5.35).
For the three months periods ended 31 March 2018 and 2017 the consumed and sold inventory was detailed as follows:
| Amounts in Euro | 3 months 31-03-2018 |
3 months 31-03-2017 |
|---|---|---|
| Wood / Biomass | 70,107,255 | 80,025,529 |
| Natural gas | 13,093,046 | 14,705,567 |
| Other fuels | 3,269,995 | 4,241,396 |
| Water | 530,252 | 452,030 |
| Chemicals | 40,376,577 | 35,089,378 |
| Pine pulp | 14,585,047 | 12,441,018 |
| Paper (heavyweight) | 2,187,814 | 2,083,303 |
| Consumables / warehouse material | 10,101,826 | 14,803,573 |
| Packaging material | 18,186,837 | 17,480,323 |
| Other materials | 554,868 | 409,563 |
| 172,993,517 | 181,731,681 |
The cost of wood / biomass only relates to wood purchases to entities outside the Navigator group, either domestic or foreign.
The reduction recorded in relation to the same period of the previous year results mainly from less costs with wood supply, due to the mix of sources (less quantity of imported wood).
During this period, there was an unfavorable evolution in the prices of some chemical products, namely caustic soda, whose unit price has considerably deteriorated in the quarter.
For the three months periods ended 31 March 2018 and 2017, the cost of Services and Material Consumed was detailed as follows:
| 3 months | 3 months | |
|---|---|---|
| Amounts in Euro | 31-03-2018 | 31-03-2017 |
| Energy and fluids | 28,349,742 | 28,266,824 |
| Transportation of goods | 25,914,931 | 27,441,397 |
| Specialised services | 18,832,669 | 18,249,858 |
| Maintenance and repair | 5,332,267 | 7,326,540 |
| Rentals | 4,035,343 | 4,077,775 |
| Advertising and marketing | 3,728,552 | 3,594,465 |
| Insurance | 3,528,665 | 3,024,017 |
| Fees | 1,631,761 | 1,130,585 |
| Travel and accommodation | 1,514,326 | 1,232,842 |
| Other | 1,278,573 | 677,970 |
| Materials | 896,211 | 2,203,056 |
| Communications | 866,122 | 314,649 |
| Subcontracts | 286,930 | 322,078 |
| 96,196,092 | 97,862,055 |
For the three months periods ended 31 March 2018 and 2017, the costs incurred with investigation and research activities amounted to Euro 1,149,222 and Euro 1,073,230, respectively.
Other payroll costs are detailed as follows for the three months periods ended 31 March 2018 and 2017:
| 3 months | 3 months | |
|---|---|---|
| Amounts in Euro | 31-03-2018 | 31-03-2017 |
| Training | 333,358 | 454,143 |
| Social action | 320,429 | 326,038 |
| Insurance | 923,445 | 972,807 |
| Others | 2,782,270 | 1,505,655 |
| 4,359,502 | 3,258,642 |
The amount booked as "Others" essentially regards the compensation paid to the employees in the amount of Euro 1,493,330 (31 de March 2017: Euro 1,042,806) that adhered to the rejuvenation program initiated by the Navigator group in 2014.
For the three months periods ended 31 March 2018 and 2017, depreciation, amortization and impairment losses, net of the effect of investment grants recognized in the period were as follows:
| 3 months | 3 months | |
|---|---|---|
| Amounts in Euro | 31-03-2018 | 31-03-2017 |
| Depreciation of property, plant and equipment | ||
| Land | - | - |
| Buildings | (2,690,548) | (2,929,260) |
| Equipments | (31,606,091) | (34,335,885) |
| Other tangible assets | (1,019,455) | (1,282,412) |
| (35,316,094) | (38,547,557) | |
| Investment grants | 1,454,979 | 1,472,449 |
| (33,861,115) | (37,075,108) | |
| Impairment losses | ||
| Amortisation of intangible assets | (315) | - |
| Mozambique land´s impairment | - | (1,068,210) |
| (315) | (1,068,210) | |
| (33,861,430) | (38,143,318) |
Financial results are detailed as follows for the three months periods ended 31 March 2018 and 2017:
| 3 months | 3 months | |
|---|---|---|
| Amounts in Euro | 31-03-2018 | 31-03-2017 |
| Interest paid on borrowings | (2,636,366) | (2,420,619) |
| Interest earned on financial investments | 310,046 | 601,984 |
| Exchange rate differences | 1,093,103 | (2,965,585) |
| Gains/ (losses) on financial instruments - trading (Note 25) | 414,782 | 1,851,119 |
| Gains/ (losses) on financial instruments - hedging (Note 25) | (412,132) | (767,144) |
| Guarantees and bank charges | (762,417) | (834,913) |
| Gains/ (losses) on compensatory interest | (229,810) | 617,148 |
| Other expenses and financial losses | (3,293,494) | (18,653) |
| (5,516,289) | (3,936,664) |
Other expenses and financial losses include Euro 3,273,536 regarding the recognition of the difference between the nominal and the present amount to be received in respect of the sale of the pellets business (USD 45 million). Over the nominal amount will be calculated interests at a 2.5% rate.
Income tax is detailed as follows for the three months periods ended 31 March 2018 and 2017:
| Amounts in Euro | 3 months 31-03-2018 |
3 months 31-03-2017 |
|---|---|---|
| Current tax | 22,405,046 | 14,085,585 |
| Provision/ (reversal) for current tax | 19,598,100 | (2,131,957) |
| Deferred tax (Note 15) | (22,815,645) | 1,290,793 |
| 19,187,500 | 13,244,421 |
As of 31 March 2018, current tax includes Euros 21,551,715 (31 March 2017: Euros 13,214,150) regarding the liability created under the aggregated income tax regime of The Navigator Company S.A.
For the three months periods ended 31 March 2018 and 2017, the reconciliation of the effective income tax rate was as follows:
| Amounts in Euro | 3 months 31-03-2018 |
3 months 31-03-2017 |
||
|---|---|---|---|---|
| Profit before tax | 72,435,892 | 48,087,010 | ||
| Expected tax | 21.00% | 15,211,537 | 21.00% | 10,098,272 |
| Municipal surcharge | 2.18% | 1,581,801 | 1.73% | 833,628 |
| State surcharge | 5.42% | 3,926,759 | 2.99% | 1,437,773 |
| Differences (a) | (2.12%) | (1,532,597) | 1.82% | 874,748 |
| Provisions - impairment and reversal | 0.00% | - | 0.00% | - |
| Tax benefits | 0.00% | - | 0.00% | - |
| 26.49% | 19,187,500 | 27.54% | 13,244,421 |
| (a) This amount iincludes essentially: | 3 months | 3 months |
|---|---|---|
| 31-03-2018 | 31-03-2017 | |
| Gains/ (losses) for tax purposes | 38,814,220 | - |
| Gains/ (losses) for accounting purposes | (75,029,539) | - |
| Taxable provisions | 27,355,855 | 3,203,794 |
| Tax benefits | (101,716) | (91,656) |
| Employee benefits | 1,549,039 | 209,207 |
| Other | 1,839,062 | (140,442) |
| (5,573,080) | 3,180,904 | |
| Tax effect (27,5%) | (1,532,597) | 874,748 |
On 1 July 2015, a new taxation group led by The Navigator Company, S.A. was set up, comprising all the companies located in Portugal in which the Group holds an interest or voting right of at least 75%, for more than one year.
Earnings per share were determined as follows:
| Amounts in Euro | 3 months 31-03-2018 |
3 months 31-03-2017 |
|---|---|---|
| Profit attributable to the Company's shareholders | 53,247,462 | 35,573,405 |
| Total number of issued shares Treasury shares - period average |
717,500,000 (489,973) |
717,500,000 (489,973) |
| 717,010,027 | 717,010,027 | |
| Basic earnings per share | 0.074 | 0.050 |
| Diluted earnings per share | 0.074 | 0.050 |
Since there are no financial instruments convertible in Navigator Group shares, its earnings are undiluted.
The changes in the average number of treasury shares were as follows:
| 3 months 31-03-2018 |
3 months 31-03-2017 |
|||
|---|---|---|---|---|
| Acquisitions in the period (quantity) |
Accumulated Quantity |
Acquisitions in the period (quantity) |
Accumulated Quantity |
|
| Treasury shares held on January | 489,973 | 489,973 | ||
| Acquisitions | ||||
| January | - | 489,973 | - | 489,973 |
| February | - | 489,973 | - | 489,973 |
| March | - | 489,973 | - | 489,973 |
| Treasury shares held on 31 March | 489,973 | 489,973 | ||
| Average treasury shares held for the period | 489,973 | 489,973 |
The application of the results for 2016 and 2015 is detailed as follows:
| Amounts in Euro | 2016 | 2015 |
|---|---|---|
| Distribution of dividends (excluding treasury shares) | 170,003,077 | 173,946,632 |
| Legal reserve | 10,081,439 | 7,927,924 |
| Balance bonus | 7,000,000 | 6,000,000 |
| Other reserves | - | - |
| Net income from prior years | 30,416,921 | 8,529,664 |
| 217,501,437 | 196,404,220 |
The resolution for the appropriation of the 2016 net profit approved at The Navigator Company's General Meeting held on 24 May 2017, was based on the net profit for the year as defined by the accounting principles generally accepted in Portugal. The difference in the net profit between the two standards, totaling Euro 15,872,662 (2015: Euro 37,845,737) was transferred to retained earnings.
As a complement of the proposed 2016 net income distribution at The Navigator Company's General Meeting, it was approved the distribution of free reserves in the amount of Euro 0.11158 per share, in the total amount of Euro 80,003,979, distributed in 5 July 2017.
Following the acquisition of 100% of the share capital of Navigator Paper Figueira, S.A., previously Soporcel – Sociedade Portuguesa de Papel, S.A. for Euro 1,154,842,000, Goodwill amounting to Euro 428,132,254 was determined which represents the difference between the acquisition cost of the shares and the respective shareholders' equity as of the date of the first consolidation, on 1 January 2001, adjusted by the effect of the of allocation fair value to Navigator Paper Figueira's tangible assets.
The goodwill generated on the acquisition of Navigator Paper Figueira was deemed to be allocable to the integrated paper production in Figueira da Foz Industrial Complex cash generating unit.
On 31 December 2010, assets and liabilities related to pulp production were transferred to another Group company, as a result of a split, reducing the acquisition historical cost to Euro 492,585,012.
On 31 December 2013, real estate assets were split and transferred to Navigator Parques Industriais, S.A (previously named Portucel Soporcel Parques Industriais, S.A.) thus reducing the acquisition historical cost to Euro 385,764,077.
The book value of goodwill amounts to Euro 376,756,383, as it was amortized up to 31 December 2003 (transition date). As of that date, the accumulated depreciation amounted to Euro 51,375,870. From that date on, depreciation ceased and was replaced by annual impairment tests. If this amortization had not been interrupted, as of 31 December 2017 the net book value of the Goodwill would amount to Euro 137,002,317 (31 December 2016: Euro 154,127,609).
Every year, the Navigator Company Group calculates the recoverable amount of Navigator Paper Figueira's assets (to which the goodwill recorded in the consolidated financial statements is associated), based on value-in-use calculations, in accordance with the Discounted Cash Flow method. The calculations are based on past performance and business expectations with the actual production structure, using the budget for next year and projected cash flows for the following 4 years, based on a constant sales volume. As a result of the calculations, up to this date no impairment losses have been identified.
The main assumptions for the above-mentioned calculation were as follows:
| 2017 | 2016 | |
|---|---|---|
| Inflation rate | 2.00% | 1.00% |
| Discount rate (post-tax) | 6.84% | 6.77% |
| Production growth | 0.00% | 0.00% |
| Perpetuity growth rate | -1.00% | -1.00% |
The discount rate presented above is a post-tax rate equivalent to a pre-tax discount rate of 9.60% (31 December 2016: 9.60%) and has been calculated in accordance with the WACC (Weighted Average Cost of Capital) methodology, based in the following assumptions:
| 2017 | 2016 | |
|---|---|---|
| Risk free interest rate | 2.39% | 2.59% |
| Equity risk premium (market and Equity) | 5.00% | 5.00% |
| Tax rate | 29.50% | 29.50% |
| Debt risk premium | 2.89% | 3.22% |
On 6 February 2015 the procedures and contracts for the acquisition of Navigator Tissue Ródão, S.A. (previously named AMS-BR Star Paper, S.A.) were concluded, and the approval by the competition authorities for the acquisition was obtained on 17 April 2015.
Therefore, for the purpose of preparing the consolidated financial statements for the year ended 31 December 2015, the Navigator Company Group proceeded to the initial consolidation of Navigator Tissue Ródão, S.A., acquired by Euro 40,949,794, which at acquisition date, had equity amounting Euro 17,284,378, plus the acquisition of additional paid-in capital for Euro 2,327,500, totaling Euro 19,611,878.
To the initial acquisition difference, Euro 21,337,916, was deducted the AICEP's investment subsidy and the fair value of the acquired tangible assets, which amounts Euro 583,083 Goodwill.
For the purpose of goodwill allocation, it was deemed allocable to the tissue paper production cash-generating unit in Vila Velha de Ródão Industrial Complex.
Every year, the Navigator Company Group calculates the recoverable amount of Navigator Tissue Ródão's assets (to which the goodwill recorded in the consolidated financial statements is associated), based on value-in-use calculations, in accordance with the Discounted Cash Flow method. The calculations are based on past performance and business expectations with the actual production structure, using the budget for next year and projected cash flows for the following 4 years, based on a constant sales volume. As a result of the calculations, up to this date no impairment losses have been identified in goodwill.
During 2018 and 2017, the movement occurred in the caption of other intangible assets is detailed as follows:
| Amounts in Euro | Industrial property and other rights |
CO2 emission licences |
Total |
|---|---|---|---|
| Acquisition cost | |||
| Amounts as of 1 January 2017 | 4,400 | 4,299,648 | 4,304,048 |
| Acquisitions | - | 4,397,896 | 4,397,896 |
| Disposals | - | - | - |
| Adjustments, transfers and write-offs | - | - | - |
| Amounts as of 31 March 2017 | 4,400 | 8,697,544 | 8,701,944 |
| Acquisitions | 1,870 | (3,335,896) | (3,334,025) |
| Disposals | - | - | - |
| Adjustments, transfers and write-offs | - | (1,485,824) | (1,485,824) |
| Amounts as of 31 December 2017 | 6,270 | 3,875,825 | 3,882,095 |
| Acquisitions | 165 | 4,110,630 | 4,110,795 |
| Disposals | - | - | - |
| Adjustments, transfers and write-offs | - | - | - |
| Amounts as of 31 March 2018 | 6,435 | 7,986,455 | 7,992,890 |
| Accumulated depreciation and impairment losses Amounts as of 1 January 2017 Amortisations and impairment losses Disposals |
(3,407) (103) - |
- - - |
(3,407) (103) - |
| Adjustments, transfers and write-offs | - | - | - |
| Amounts as of 31 March 2017 | (3,510) | - | (3,510) |
| Amortisations and impairment losses Disposals |
(340) - |
- - |
(340) - |
| Adjustments, transfers and write-offs | - | - | - |
| Amounts as of 31 December 2017 | (3,850) | - | (3,850) |
| Amortisations and impairment losses | (315) | - | (315) |
| Disposals | - | - | - |
| Adjustments, transfers and write-offs | - | - | - |
| Amounts as of 31 March 2018 | (4,165) | - | (4,165) |
| Net book value as of 1 January 2017 | 993 | 4,299,648 | 4,300,641 |
| Net book value as of 31 March 2017 | 890 | 8,697,544 | 8,698,435 |
| Net book value as of 31 December 2017 | 2,420 | 3,875,825 | 3,878,245 |
| Net book value as of 31 March 2018 | 2,270 | 7,986,455 | 7,988,725 |
On 31 March 2018, the Group held 1,074,620 ton of CO2 emission licenses with a market value as of that date of Euros 12,401,110 (31 March 2017: 1,102,401 licenses with a market value of Euro 5,170,261).
It also holds contracts for the right to acquire 250,000 CO2 emission licenses that were signed in in 2016 and 2017, amounting to Euro 2,884,998, as of 31 March 2018 (31 December 2017: 300,000 CO2 emission licenses with a value of Euro 1,407,000) (Note 25).
During 2018 and 2017, changes in Property, plant and equipment, as well as the respective depreciation and impairment losses, were as follows:
| Amounts in Euro | Land | Buildings and other constructions |
Equipments and other tangibles |
Assets under construction |
Total |
|---|---|---|---|---|---|
| Acquisition costs | |||||
| Amounts as of 1 January 2017 | 122,100,111 | 539,316,927 | 3,524,986,193 | 28,961,567 | 4,215,364,798 |
| Acquisitions | - | - | - | 14,346,490 | 14,346,490 |
| Disposals | - | - | (30,914) | - | (30,914) |
| Impairment losses | - | - | - | (1,068,107) | (1,068,107) |
| Adjustments, transfers and write-offs | - | 200,466 | (565,091) | (3,493,385) | (3,858,010) |
| Amounts as of 31 March 2017 | 122,100,111 | 539,517,393 | 3,524,390,187 | 38,746,565 | 4,224,754,257 |
| Acquisitions | 2,868,315 | - | - | 97,499,888 | 100,368,203 |
| Disposals | (2,547,432) | (488,735) | (1,537,536) | - | (4,573,703) |
| Impairment losses | (5,004,528) | - | - | 33,186 | (4,971,342) |
| Adjustments, transfers and write-offs | 230,302 | 8,022,277 | 28,873,824 | (31,218,493) | 5,907,910 |
| Assets available for sale (Note 23) | (1,609,029) | (32,887,565) | (77,847,177) | (924,392) | (113,268,163) |
| Amounts as of 31 December 2017 | 116,037,739 | 514,163,369 | 3,473,879,298 | 104,136,754 | 4,208,217,161 |
| Acquisitions | - | - | - | 28,551,274 | 28,551,274 |
| Disposals | (1,581,301) | - | (5,986) | - | (1,587,287) |
| Impairment losses | - | - | - | - | - |
| Adjustments, transfers and write-offs Amounts as of 31 March 2018 |
1,034,920 115,491,357 |
928,292 515,091,661 |
5,988,488 3,479,861,800 |
(3,893,507) 128,794,521 |
4,058,192 4,239,239,340 |
| Accumulated depreciation and impairment losses | |||||
| Amounts as of 1 January 2017 | (170,652) | (351,347,330) (2,568,867,885) | - | (2,920,385,866) | |
| Depreciation and impairment losses | - | (2,928,849) | (29,353,613) | - | (32,282,462) |
| Disposals | - | - | 30,915 | - | 30,915 |
| Adjustments, transfers and write-offs | - | - | (470,694) | - | (470,694) |
| Amounts as of 31 March 2017 | (170,652) | (354,276,179) (2,598,661,277) | - | (2,953,108,108) | |
| Depreciation and impairment losses | - | (8,920,619) | (103,370,651) | - | (112,291,269) |
| Disposals | - | 1,280 | 1,025,129 | - | 1,026,409 |
| Adjustments, transfers and write-offs | - | (87,004) | (466,396) | - | (553,400) |
| Assets available for sale (Note 23) | - | 2,055,473 | 25,778,785 | - | 27,834,258 |
| Amounts as of 31 December 2017 | (170,652) | (361,227,049) (2,675,694,410) | - | (3,037,092,110) | |
| Depreciation and impairment losses | - | (2,690,548) | (32,625,546) | - | (35,316,094) |
| Disposals | - | - | 5,986 | - | 5,986 |
| Adjustments, transfers and write-offs | - | - | - | - | - |
| Amounts as of 31 March 2018 | (170,652) | (363,917,597) (2,708,313,970) | - | (3,072,402,218) | |
| Net book value as of 1 January 2017 | 121,929,459 | 187,969,597 | 956,118,308 | 28,961,567 | 1,294,978,932 |
| Net book value as of 31 March 2017 | 121,929,459 | 185,241,214 | 925,728,910 | 38,746,565 | 1,271,646,150 |
| Net book value as of 31 December 2017 | 115,867,087 | 152,936,320 | 798,184,889 | 104,136,754 | 1,171,125,052 |
| Net book value as of 31 March 2018 | 115,320,705 | 151,174,064 | 771,547,830 | 128,794,521 | 1,166,837,122 |
On 31 March 2018 "Assets under construction" includes investments in projects under development already announced, in particular related with the tissue business segment Euro 12,985,356, with the highlight of the construction, in Cacia, of a Tissue mill (Euro 11,086,335) and also the tissue operation in Vila Velha de Ródão (Euro 1,899,022).
In the pulp business segment, assets under construction totals Euro 2,817,659, associated with improvements in the productive process.
Assets under construction associated with the paper segment amount to Euro 11,046,655, related with investments in the production capacity of pulp in Figueira da Foz (Euro 7,298,111), as well as other investments in productive process improvements (Euros 3,748,544).
In "others" segment are included investments under development in the amount of Euros 1,701,604 which are expected to be fulfilled until the end of the year.
Land includes Euro 114,409,697, classified in the individual financial statements as investment properties, from which Euro 74,729,535 relate to forest land and Euro 39,680,162 to land allocated to industrial sites leased to the Group.
Over the three months period ended 31 March 2018 and 2017, changes in biological assets were as follows:
| Amounts in Euro | 2018 | 2017 |
|---|---|---|
| Amount as of 1 January | 129,396,936 | 125,612,948 |
| Logging in the period | (4,010,344) | (5,200,046) |
| Growth | 242,788 | 27,530 |
| New planted areas and replanting (at cost) | 630,564 | 614,630 |
| Other changes in fair value | 4,352,845 | 4,055,304 |
| 1,215,853 | (502,582) | |
| Amounts as of 31 March | 130,612,789 | 125,110,366 |
| Remaining quarters | 4,286,571 | |
| Amount as of 31 December | 129,396,936 |
The amounts shown as other changes in fair value correspond to planned and actual costs of forest asset management:
| 3 months | 3 months | |
|---|---|---|
| Amounts in Euro | 31-03-2018 | 31-03-2017 |
| Costs of assets management | ||
| Forestry | 586,416 | 534,638 |
| Structure | 809,489 | 738,733 |
| Fixed and variable rents | 2,956,940 | 2,781,933 |
| 4,352,845 | 4,055,304 |
As of 31 March 2018 and 31 December 2017, biological assets were detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Eucalyptus (Portugal) | 117,088,785 | 115,198,626 |
| Pine (Portugal) | 5,136,610 | 5,136,610 |
| Coark oak (Portugal) | 1,493,236 | 2,167,541 |
| Other species (Portugal) | 225,938 | 225,939 |
| Eucalyptus (Moçambique) | 6,668,220 | 6,668,220 |
| 130,612,789 | 129,396,936 |
These amounts correspond to management's expectation of the volumes to be extracted from its woodlands as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Eucalyptus (Portugal) - Potential future of wood extractions k m3ssc | 9,943 | 9,943 |
| Pine (Portugal) - Potential future of wood extractions k ton | 413 | 413 |
| Pine (Portugal) - Potential future of pine extractions k ton | n/a | n/a |
| Coark Oak (Portugal) - Potential future of coark extractions k @ | 644 | 644 |
| Eucalyptus (Mozambique) - Potential future of wood extractions k m3ssc (1) | 2,057 | 2,057 |
(1) Only for areas assessed with one year or more
Concerning Eucalyptus in Portugal, the most relevant biological asset, for the three months periods ended 31 March 2018 and 2017 the Group extracted 145,101 m3ssc and 141,344 m3ssc of wood from its owned and explored forests, respectively.
Other Financial Assets includes, essentially, the present value of the amount to be received regarding the sale of the pellets business in the USA (USD 45 million). Over the nominal amount will be calculated interests at a 2.5% rate.
As at 31 March 2018 and 31 December 2017, receivables and other current assets were detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Accounts receivable | 177,750,571 | 175,579,498 |
| Accounts receivable - Group companies (Note 26) | 228,998 | 82,306 |
| Other receivables | 45,351,997 | 34,334,922 |
| Derivative financial instruments (Note 25) | 5,206,273 | 3,644,395 |
| Accrued income | 15,227,751 | 19,198,044 |
| Deferred costs | 11,064,766 | 4,865,157 |
| 254,830,356 | 237,704,322 |
The receivables shown above are net of impairment losses.
As at 31 March 2018 and 31 December 2017, other receivables were detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Advances to employees | 667,110 | 513,293 |
| Advances to suppliers | 6,045,068 | 172,466 |
| Financial incentives receivable | 3,001,060 | 42,105 |
| Department of Comerce (EUA) | 32,918,831 | 29,846,612 |
| Other debtors | 2,719,928 | 3,760,446 |
| 45,351,997 | 34,334,922 |
In 2015 the Group was subject to an investigation of alleged dumping practices in UWF exports to the United States of America, and an anti-dumping provisional tax rate was imposed over those sales, of 29.53%. On 11 January 2016, the US Department of Commerce settled the final duty rate at 7.8%. Although the actual rate is substantially lower than the initially determined margin, The Navigator Company fully disagrees with any anti-dumping margin because, in view of the calculation algorithm used by the US authorities and validated by the Navigator Company Group's US lawyers, the Navigator Company Group does not determine any price difference between the domestic (Portugal) and destination (US) markets in the period after August 2015.
The amount shown as "Advances to suppliers" refers to advanced payments made to wood suppliers. As a way of ensuring the sustainability of the forest value chain to the industry, the Group advances payments to its suppliers upon presentation of guarantees, for the wood to be bought throughout the year. Those advances are settled as supplies are delivered.
The evolution of financial incentives to be received is detailed as follows:
| Amounts in Euro | 2018 | 2017 |
|---|---|---|
| Amount as of 1 January | 42,105 | 58,870 |
| Increase/ (decrease) | 2,958,955 | - |
| Assignments | - | - |
| Received in the period | - | - |
| Amount as of 31 March | 3,001,060 | 58,870 |
| Remaining quaters | (16,765) | |
| Amount as of 31 December | 42,105 |
As at 31 March 2018 and 31 December 2017, accrued income and deferred costs were detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Accrued income | ||
| Interest receivable | 110,445 | 1 288 638 |
| Energy sales | 14,564,489 | 15 320 310 |
| Other | 552,817 | 2 589 096 |
| 15,227,751 | 19,198,044 | |
| Deferred costs | ||
| Rents | 3,790,444 | 3,604,994 |
| Insurance | 7,140,265 | 1,061,073 |
| Other | 134,057 | 199,090 |
| 11,064,766 | 4,865,157 | |
| 26,292,517 | 24,063,201 |
As at 31 March 2018 and 31 December 2017, there were no overdue debts to the State and other public entities.
The balances with these entities were as follows
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| State and other public entities | ||
| Value added tax - reimbursements requests | 21,675,801 | 59,020,670 |
| Value added tax - to recover | 1,917,825 | 3,335,694 |
| Amounts pending repayment (tax proceedings decided in favor of the group) | 10,102,683 | 12,720,057 |
| 33,696,309 | 75,076,422 |
As at 31 March 2018, the outstanding VAT reimbursement requests comprised the following, by month and by company:
| Amounts in Euro | Jan/2018 | Feb/2018 | Mar/2018 | Total |
|---|---|---|---|---|
| The Navigator Company, S.A. | - | - | 15,798,513 | 15,798,513 |
| Bosques do Atlântico, S.L. | - | - | 4,436,809 | 4,436,809 |
| Navigator Tissue Cacia, S.A. | 1,440,478 | - | - | 1,440,478 |
| 1,440,478 | - | 20,235,322 | 21,675,801 |
Up to the date of issuing this report, Euro 15,798,513 of the amounts to be received as of 31 March 2018, had already been received.
As at 31 December 2017, the outstanding VAT reimbursement requests comprised the following, by month and by company.
| Amounts in Euro | Sep/2017 | Oct/2017 | Nov/2017 | Dec/2017 | Total |
|---|---|---|---|---|---|
| The Navigator Company, S.A. | - | 9,138,486 | 21,047,339 | 20,558,615 | 50,744,439 |
| Navigator Abastecimento de Madeira, ACE | 1,779,313 | - | - | - | 1,779,313 |
| Navigator Tissue Cacia, S.A. | 1,909,225 | - | - | - | 1,909,225 |
| Bosques do Atlântico, S.L. | - | - | - | 4,587,693 | 4,587,693 |
| 3,688,537 | 9,138,486 | 21,047,339 | 25,146,308 | 59,020,670 |
All these amounts were received during the first quarter of 2018.
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| State and other public entities | ||
| Corporate income tax | 26,997,539 | 7,120,857 |
| Personal income tax | 2,118,124 | 2,158,253 |
| Value added tax | 18,868,878 | 30,150,781 |
| Social security contributions | 2,572,233 | 2,525,854 |
| Additional tax liabilities | 1,463,127 | 1,463,127 |
| Other | 778,869 | 152,913 |
| 52,798,770 | 43,571,785 |
As previously mentioned, since 1st July 2015, The Navigator Company and its subsidiaries were part of the taxation group led by The Navigator Company, S.A. Therefore, although each group company calculated its income taxes as if it was taxed independently, the determined liabilities were recognized as due to the leader of the taxation group who proceeded with the overall computation and the settlement of the income tax.
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Corporate income tax (Note 8) | 22,405,046 | 47,755,492 |
| Payments on account of corporate income tax | (129,222) | (45,087,168) |
| Withholding tax | (906,845) | (895,346) |
| Corporate income tax - Decree-Law No. 66/2016 (Revaluation Regime) | 5,235,601 | 5,235,601 |
| Other receivables / payables | 392,959 | 112,278 |
| 26,997,539 | 7,120,857 |
The "Other receivable/payables" relates, essencially, to the income tax payable by the Group's subsidiary located in Belgium.
The changes in the provision for additional tax liabilities as at 31 March 2018 and 31 December 2017 were as follows:
| Amounts in Euro | 2018 | 2017 |
|---|---|---|
| As of 1 January | 1,463,127 | 1,465,022 |
| Increases | - | - |
| Decreases | - | - |
| As of 31 March | 1,463,127 | 1,465,022 |
| Remaining quarters | (1,895) | |
| As of 31 December | 1,463,127 |
As at 31 March 2018 and 31 December 2017 the additional tax liabilities are detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Special Tax Regime for Group Companies | - | - |
| Bosques do Atlantico | 1,463,127 | 1,463,127 |
| 1,463,127 | 1,463,127 |
The Navigator Company is a public company with its shares quoted on the Euronext Lisbon.
As at 31 March 2018, The Navigator Company's share capital of Euro 500,000,000 was fully subscribed and paid for being represented by 717,500,000 shares without nominal value.
At the General Meeting held on 22 September 2017, a reduction of the Company's share capital from Euro 717,500,000 to Euro 500,000,000 was approved, maintaining the number of shares representing the company's share capital and for the purpose of releasing excess capital, transferring to free reserves the amount of the capital released.
These shares were mainly acquired during 2008 and 2012, and the changes in the period were as follows:
| 2018 | 2017 | |||
|---|---|---|---|---|
| Amounts in Euro | Quant | Value | Quant | Value |
| Treasury shares held in January Acquisitions |
489,973 | 1,002,084 | 489,973 | 1,002,084 |
| January | - | - | - | - |
| February | - | - | - | - |
| March | - | - | - | - |
| - | - | - | - | |
| Treasury shares held in March | 489,973 | 1,002,084 | 489,973 | 1,002,084 |
| Remaining quarters | - | - | ||
| Treasury shares held in December | 489,973 | 1,002,084 |
At the General Meeting held on 19 April 2016, a reduction of the Company's share capital from Euro 767,500,000 to Euro 717,500,000 was approved, through the cancellation of 50,000,000 treasury shares held by the Company, amounting to Euro 50,000,000. The acquisition premium, in the amount of Euro 52,259,101 was deducted to reserves.
The market value of the treasury shares held on 31 March 2018 amounted to Euro 2,345,991 (31 December 2017: Euro 2,083,365), corresponding to a unit value of Euro 4.788 (31 December 2017: Euro 4.252) and the market capitalization amounted to Euro 3,435,390,000 compared to an equity, net of non-controlling interests, of Euro 1,222,080,381.
As at 31 March 2018 and 31 December 2017, the shareholders with significant positions in the Company's capital were as follows:
| 31-03-2018 | 31-12-2017 | ||||
|---|---|---|---|---|---|
| Entity | No. of shares | % Capital | No. of shares | % Capital | |
| Seinpar Investments, BV | 241.583.015 | 33,67% | 241.583.015 | 33,67% | |
| Semapa, SGPS, S.A. | 256.033.284 | 35,68% | 256.033.284 | 35,68% | |
| Other Semapa's Group Companies | 1.000 | 0,00% | 1.000 | 0,00% | |
| Zoom Lux S.A.L.R. | 15.349.972 | 2,14% | 15.349.972 | 2,14% | |
| Own shares | 489.973 | 0,07% | 489.973 | 0,07% | |
| Fundo de Pensões do Banco BPI | 30.412.133 | 4,24% | 30.412.133 | 4,24% | |
| Norges Bank (the Central Bank of Norway) | 11.962.931 | 1,67% | 15.498.902 | 2,16% | |
| Other Shareholders | 161.667.692 | 22,53% | 158.131.721 | 22,04% | |
| Total | 717.500.000 | 100,00% | 717.500.000 | 100,00% |
As at 31 March 2018 and 31 December 2017, the changes in assets and liabilities as a result of deferred taxes were as follows:
| Income Statement | |||||
|---|---|---|---|---|---|
| Amounts in Euro | 1 January 2018 | Increases | Decreases | Equity | 31 March 2018 |
| Temporary differences originating | |||||
| deferred tax assets | |||||
| Conventional capital remuneration | 12,320,000 | - | - | - | 12,320,000 |
| Taxed provisions | 1,336,534 | - | - | - | 1,336,534 |
| Adjustments in fixed assets | 100,829,491 | - | (1,654,637) | - | 99,174,854 |
| Financial instruments | 3,885,952 | - | - | (1,216,974) | 2,668,978 |
| Deferred accounting gains on inter-group transactions | 36,424,408 | 3,733,298 | - | - | 40,157,706 |
| Government grants | 7,849,328 | - | (364,685) | 36,270 | 7,520,913 |
| 162,645,714 | 3,733,298 | (2,019,322) | (1,180,704) | 163,178,987 | |
| Temporary differences originating | |||||
| deferred tax liabilities | |||||
| Revaluation of fixed assets | - | - | - | - | - |
| Retirement benefits | (117,966) | (514) | - | (36,497) | (154,978) |
| Derivative financial instruments at fair value | (144,728) | - | - | - | (144,728) |
| Valuation of biological assets | (10,246,504) | (2,489,748) | - | - | (12,736,253) |
| Deferred accounting losses on inter-group transactions | (49,497,874) | (10,191,596) | 49,694,961 | - | (9,994,509) |
| Government grants | (8,903,132) | - | 330,178 | 62,295 | (8,510,659) |
| Extension of useful lives of property, plant and equipment | (232,993,493) | - | 43,908,726 | - | (189,084,767) |
| (301,903,697) | (12,681,859) | 93,933,865 | 25,798 | (220,625,893) | |
| Amounts recognised in balance sheet | |||||
| Deferred tax assets | 44,727,571 | 1,026,657 | (555,313) | (324,694) | 44,874,221 |
| 44,727,571 | 1,026,657 | (555,313) | (324,694) | 44,874,221 | |
| Deferred tax liabilities | (83,023,517) (83,023,517) |
(3,487,511) (3,487,511) |
25,831,813 25,831,813 |
7,094 7,094 |
(60,672,121) (60,672,120) |
| Income Statement | 31 December | ||||
|---|---|---|---|---|---|
| Amounts in Euro | 1 January 2017 | Increases | Decreases | Equity | 2017 |
| Temporary differences originating | |||||
| deferred tax assets | |||||
| Conventional capital remuneration | - | - | (3,080,000) | 15,400,000 | 12,320,000 |
| Taxed provisions | 1,328,771 | - | 7,763 | - | 1,336,534 |
| Adjustments in fixed assets | 110,794,106 | - | (9,964,615) | - | 100,829,491 |
| Financial instruments | 8,859,457 | - | - | (4,973,505) | 3,885,952 |
| Deferred accounting gains on inter-group transactions | 30,432,332 | 10,064,988 | (4,072,912) | - | 36,424,408 |
| Valuation of biological assets | - | - | - | - | - |
| Government grants | 9,308,071 | - | (1,458,743) | - | 7,849,328 |
| 160,722,738 | 10,064,988 | (18,568,507) | 10,426,495 | 162,645,714 | |
| Temporary differences originating | |||||
| deferred tax liabilities | |||||
| Revaluation of fixed assets | (37,905) | - | 37,905 | - | - |
| Retirement benefits | (16,361) | (63,649) | (428) | (37,527) | (117,966) |
| Derivative financial instruments at fair value | (144,728) | - | - | - | (144,728) |
| Valuation of biological assets | (3,979,927) | (6,266,577) | - | - | (10,246,504) |
| Deferred accounting losses on inter-group transactions | (2,640,661) | (49,680,286) | 2,823,074 | - | (49,497,874) |
| Government grants | (1,270,679) | (7,881,690) | - | 249,237 | (8,903,132) |
| Extension of useful lives of property, plant and equipment | (209,580,756) | (25,007,195) | 1,594,457 | - | (232,993,493) |
| (217,671,019) | (88,899,397) | 4,455,008 | 211,710 | (301,903,697) | |
| Amounts recognised in balance sheet | |||||
| Deferred tax assets | 44,198,753 | 2,767,872 | (5,106,340) | 2,867,286 | 44,727,571 |
| 44,198,753 | 2,767,872 | (5,106,340) | 2,867,286 | 44,727,571 | |
| Deferred tax liabilities | (59,859,532) | (24,447,334) | 1,225,127 | 58,220 | (83,023,517) |
| (59,859,532) | (24,447,334) | 1,225,127 | 58,220 | (83,023,517) |
In the measurement of the deferred taxes as at 31 March 2018 and 31 December 2017, the corporate income tax rate used was 27.50%.
Until 2013, several retirement and survivor plans together with retirement bonus, coexisted within the Navigator Company Group. For certain categories of active employees, in addition to the plans described below, additional plans also existed, financed through independent funds assigned to cover those additional responsibilities.
Under the prevailing Social Benefits Regulation, permanent employees of The Navigator Company that chose not to move to the defined contribution plan, together with the retired employees as of the transition date (1 January 2009) and from 1 January 2014, the former employees of Navigator Paper Figueira (ex-Soporcel), Navigator Forest Portugal (ex-PortucelSoporcel Florestal), RAIZ, Empremédia and Navigator Lusa (incorporated by merger in 2017 in-Navigator Paper Figueira), are entitled, after retirement in case of disability, to a monthly retirement pension or disability supplement. This is calculated according to a formula, which considers the beneficiary's gross monthly remuneration updated to the work category at the date of retirement and the number of years of service, up to a limit of 30 (limit of 25 to Navigator Paper Figueira, Navigator Forest Portugal, Empremédia, Navigator Lusa and RAIZ), including a survivor pension to the spouse and direct descendants.
To cover this liability, externally managed pension funds were set up, and the funds' assets are apportioned between each of the companies.
In 2010 and 2013, the Navigator Company Group completed the necessary procedures to convert the defined benefit plans of its subsidiaries The Navigator Company, Navigator Paper Figueira, Navigator Forest Portugal, Empremédia, S.A., RAIZ and Navigator Lusa, to defined contribution plans for the current employees, keeping the acquired benefits of former employees as defined benefit plans. The acquired rights attributable to former employees and retirees in case they leave the company or in case of a job change or retirement remains unchanged.
Notwithstanding, following a negotiation process with its employees as a result of the aforementioned changes to the pension plans, Navigator Paper Figueira allowed its active employees as of 1 January 2014 to choose, until 16 January 2015, to choose between the following alternatives:
This possibility to choose between these two alternatives was granted to the employees in early 2015, with reference to the situation as of 31 December 2013, aiming to bypass the changes that had been made to the Navigator Paper Figueira pension plan, by simulating that the option had been granted as of 1 January 2014, by the time of the conversion of the defined benefit plan into a defined contribution plan.
In general terms, employees that chose alternative A retain the option, as of the retirement date, of the defined benefit plan in force until 31 December 2013 based
on the employee's seniority as of that date. They also benefit from a defined contribution plan until they reach 25 year seniority in the Company
From a practical point of view, this alternative allows the employees to benefit from two autonomous accounts:
I. Account 1: which includes an initial contribution corresponding to the amounts delivered to the pension fund under the previous defined benefit plan, in the amount of the liabilities for past services computed as of 31 December 2013, together with the monthly contributions made by the Company during 2014 to the defined contribution plan; and,
II. Account 2: including the future monthly contributions to be made by the Company until the employees complete 25 years of service in Navigator Paper Figueira, amounting to 2% of the pensionable salary.
The balance of the Account 1 will be assigned to cover the liabilities associated to a defined benefit (resulting in receiving a pension corresponding to the existing liabilities in the previous defined benefit plan computed as of 31 December 2013), as the employees that chose Alternative A trigger the Safeguard Clause.
Employees that choose to trigger the Safeguard Clause also benefit from a life rent, acquired from an insurance company with the funds accumulated in Account 2.
Employees that do not trigger the Safeguard Clause will benefit from the life rent acquired from the insurance company with the funds accumulated in Accounts 1 and 2.
This means that the benefits awarded by the employees that chose not to trigger the Safeguard Clause will correspond to those that would result in a defined contribution plan, with the corresponding contributions being computed as the sum of the "deposited" contributions in Accounts 1 and 2 (without any adjustment/actuarial update).
Alternative B – Pure defined contribution plan
Employees that chose Alternative B will have access to a defined contribution plan, under which the Company will perform monthly contributions corresponding to 4% of their pensionable salary until the date of retirement or termination of employment contract, with no limitations.
Thus, under this alternative, employees benefit from a single account, which will be composed by the accumulated balance of the following contributions:
The benefit to be awarded by employees who, until 16 January 2015, had chosen this alternative, will correspond to the value of the life rent that can be acquired from an insurance company with the total accumulated contributions of each employee as of the date of retirement.
The Navigator Company Group also holds liabilities related to post-employment defined benefit plans regarding The Navigator Company employees that chose not to accept the conversion to defined contribution plan (13 employees. 31 December 2016: 13 employees), together with former employees, retirees or, when applicable, with granted rights.
As at 31 March 2018 and 31 December 2017 the coverage of the companies' liabilities by the assets of the funds was as follows:
| Amounts in Euro | No. | 31-03-2018 | No. | 31-12-2017 |
|---|---|---|---|---|
| Beneficiaries | Beneficiaries | |||
| Past service liabilities | ||||
| - Active employees | 1,040 | 59,094,619 | 1,040 | 57,986,022 |
| - Former employees | 123 | 20,373,897 | 123 | 20,527,177 |
| - Retired employees | 492 | 73,012,413 | 492 | 72,686,537 |
| Market value of the pension funds | (142,541,311) | (146,109,493) | ||
| 1,655 | 9,939,618 | 1,655 | 5,090,242 | |
| Insufficient funds / overfunding | 9,939,618 | 5,090,242 |
The number of active employees that benefit from pension funds on 31March 2018 is 1,040 (31 December 2017: 1,040), from 3,156 total employees (3,197 in 2017). However, the establishment of defined benefit contribution plans for all employees in Portugal is progress.
The actuarial studies carried out by an independent entity for the purpose of determining the accumulated liabilities as at 31 March 2018 and 31 December 2017 were based on the following assumptions:
| Real outcome | |||||
|---|---|---|---|---|---|
| 31-03-2018 | 31-12-2017 | 31-03-2018 | 31-12-2017 | ||
| Disability table | EKV 80 | EKV 80 | - | - | |
| Mortality table | TV 88/90 | TV 88/90 | - | - | |
| Wage growth rate | 1.00% | 1.00% | 1.00% | 1.00% | |
| Technical interest rate | 2.00% | 2.00% | - | - | |
| Return rate on plan assets | 2.00% | 2.00% | (0.9%) | 4.31% | |
| Pensions growth rate | 0.75% | 0.75% | 0.75% | 0.75% |
The discount rates used in this study were selected over the return rates of a bonds' portfolio, namely Markit iBoxx Eur Corporates AA 10+. From the portfolio, bonds with adequate maturity and rating were selected according to the amount and period cash outflows that will occur in regard to the payment of the benefits to employees.
The following table presents the five-year historical information on the present value of liabilities, the market value of the funds, non-financed liabilities and net actuarial gains/ (losses). This information from 2013 to 2018 is as follows:
| Amounts in Euro | 2013 | 2014 | 2015 | 2016 | 2017 | 03_2018 |
|---|---|---|---|---|---|---|
| Present value of liabilities | 65,657,042 | 70,188,472 | 139,312,363 | 148,877,898 | 151,199,735 | 152,480,929 |
| Fair value of plan assets | 69,558,535 | 71,666,181 | 143,067,688 | 142,420,782 | 146,109,493 | 142,541,311 |
| Surplus/ (deficit) | 3,901,493 | 1,477,709 | 3,755,326 | (6,457,116) | (5,090,242) | (9,939,618) |
The movements in liabilities with retirement and pension plans in 2018 and 2017 were as follows:
| Amounts in Euro | 2018 | 2017 |
|---|---|---|
| Opening balance | 151,199,735 | 148,877,899 |
| Changes in assumptions and remeasurement | 129,731 | 245,202 |
| Accrued responsibility with planned withdrawals | 1,082,564 | - |
| Costs recognised in the Income Statement | 1,197,641 | 1,244,163 |
| Pensions paid | (1,128,742) | (1,091,843) |
| As of 31 March | 152,480,929 | 149,275,421 |
| Remaining quarters | 1,924,315 | |
| As of 31 December | 151,199,735 |
The funds set up to cover the above mentioned liabilities presented the following movements in 2018 and 2017:
| Amounts in Euro | 2018 | 2017 |
|---|---|---|
| Opening balance | 146,109,493 | 142,420,782 |
| Expected income for the period | 731,577 | 1,033,109 |
| Remeasurement (actuarial deviations) | (3,165,044) | 1,611,791 |
| Pensions paid | (1,128,742) | (1,091,843) |
| Other | (5,973) | - |
| As of 31 March | 142,541,311 | 143,973,840 |
| Remaining quarters | 2,135,653 | |
| As of 31 December | 146,109,493 |
Assuming assets under the defined contribution of € 52.2 million, pension fund assets are managed by Schroders (25%), BlackRock (23%), Credit Suisse (25%) and BMO (27%), as detailed below:
| Amounts in Euro | 2018 | 2017 |
|---|---|---|
| Defined Benefit and Account 1 | ||
| Ocidental - Pensions | 22,753 | 2,485,748 |
| Schroders | 50,304,975 | 51,431,292 |
| BlackRock | 46,841,151 | 46,377,470 |
| Account 1 - C redit Suisse |
45,372,432 | 45,814,983 |
| Total Defined Benefit and Account 1 | 142,541,311 | 146,109,493 |
| Defined Contribution (BMO): | ||
| Defensive Sub-Fund | 10,477,722 | 8,681,076 |
| Conservative Sub-Fund | 22,690,624 | 25,263,764 |
| Dynamic Sub-Fund | 13,917,897 | 14,498,707 |
| Agressive Sub-Fund | 4,418,532 | 4,835,586 |
| Total Defined Contribution | 51,504,775 | 53,279,133 |
| 194,046,086 | 199,388,626 |
The detail of the fund's assets as at 31 March 2018 and 31 December 2017 was as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Bonds | 102,207,530 | 97,117,383 |
| Shares | 35,501,722 | 40,107,415 |
| Liquidity | 4,809,306 | 6,799,931 |
| Other short-term investments | 7,832 | 2,074,821 |
| Property | 14,921 | 9,943 |
| 142,541,311 | 146,109,493 |
Of the assets that compose the fund, all the shares and obligations presented are quoted on the regulated market.
As at 31 March 2018 and 31 December 2017, the effect in the income statement of these plans was as follows:
| 3 months | 3 months | |
|---|---|---|
| Amounts in Euro | 31-03-2018 | 31-03-2017 |
| Defined Benefit Plans | ||
| Current services | 1,572,200 | 534,513 |
| Interest expenses | 708,005 | 709,650 |
| Return of the plan assets | (731,577) | (1,033,109) |
| Other | 6,373 | 6,962 |
| 1,555,001 | 218,016 | |
| Defined Contribution Plan | ||
| Contributions of the period | 291,605 | 295,091 |
| 291,605 | 275,951 | |
| Costs for the period | 1,846,606 | 493,967 |
At 2018 and 2017, changes in provisions were as follows:
| Amounts in Euro | Legal Claims |
Tax Claims |
Other | Total |
|---|---|---|---|---|
| As of 1 January 2017 | 2,300,344 | 28,748,464 | - | 31,048,808 |
| Increases | 1,736 | 1,736 | ||
| Reversals | - | |||
| Transfers | (2,664,625) | (2,664,625) | ||
| As of 31 March 2017 | 2,300,344 | 26,085,575 | - | 28,385,919 |
| Increases | 1,887,990 | 647 528 | 1 547 301 | 4,082,819 |
| Reversals | - | - | - | - |
| Transfers | (29,177) | (12 902 915) | - | (12,932,092) |
| As of 31 December 2017 | 4,159,157 | 13,830,188 | 1,547,301 | 19,536,645 |
| Increases | - | - | 810,444 | 810,444 |
| Reversals | (153,535) | - | (1,547,329) | (1,700,864) |
| Transfers | (77,345) | 21,188,974 | (7,011) | 21,104,618 |
| As of 31 March 2018 | 3,928,276 | 35,019,163 | 803,406 | 39,750,844 |
The amount of provisions stated as "Tax claims" results from the Navigator Group's judgement at the Statement of financial position date, about the potential disagreement with tax authorities, considering most recent updates about this events.
As at 31 March 2018 and 31 December 2017, interest-bearing liabilities comprised the following:
| 31-03-2018 | ||||||
|---|---|---|---|---|---|---|
| Amounts in Euro | Available amount | Outstanding amount | Maturity | Interest rate | Current | Non-current |
| Bond loans | ||||||
| Portucel 2015-2023 | 200,000,000 | 200,000,000 September 2023 Variable rate indexed to Euribor | - | 200,000,000 | ||
| Portucel 2016-2021 | 100,000,000 | 100,000,000 | April 2021 | Flat rate | - | 100,000,000 |
| Portucel 2016-2021 | 45,000,000 | 45,000,000 | August 2021 | Variable rate indexed to Euribor | - | 45,000,000 |
| Commissions | (1,601,149) | (1,601,149) | ||||
| European Bank Investment | ||||||
| Loan BEI Ambiente A | 9,285,714 | 9,285,714 | December 2018 | Variable rate indexed to Euribor | 9,285,714 | - |
| Loan BEI Ambiente B | 11,666,666 | 11,666,666 | June 2021 | Variable rate indexed to Euribor | 3,333,333 | 8,333,333 |
| Loan BEI Energia | 49,583,333 | 49,583,333 | December 2024 | Variable rate indexed to Euribor | 7,083,333 | 42,500,000 |
| Loan BEI Cacia | 25,000,000 | 25,000,000 | May 2028 | Flat rate | - | 25,000,000 |
| Commercial Paper Program | ||||||
| Commercial Paper Program 125M | 125,000,000 | 125,000,000 | May 2020 | Variable rate indexed to Euribor | - | 125,000,000 |
| Commercial Paper Program 70M | 70,000,000 | 70,000,000 | April 2021 | Flat rate | - | 70,000,000 |
| Commercial Paper Program 50M | 50,000,000 | 50,000,000 | July 2020 | Variable rate indexed to Euribor | - | 50,000,000 |
| Commercial Paper Program 25M | 25,000,000 | 25,000,000 | December 2018 | Variable rate indexed to Euribor | 25,000,000 | - |
| Commercial Paper Program 75M | 75,000,000 | - | July 2020 | Variable rate indexed to Euribor | - | - |
| Commercial Paper Program 100M | 100,000,000 | - | March 2020 | Variable rate indexed to Euribor | - | - |
| Commisions | (407,180) | (407,180) | ||||
| Financing | ||||||
| Short-term financing 50M | 50,000,000 | 50,000,000 | April 2018 | Variable rate indexed to Euribor | 50,000,000 | - |
| Bank lines | ||||||
| Short-term line 20M | 20,450,714 | - | - | - | ||
| Reimbursable grants | ||||||
| Reimbursable grants | - 6,423,058 |
6,423,058 | ||||
| 764,950,442 | 94,702,381 | 670,248,061 |
| 31-12-2017 | ||||||
|---|---|---|---|---|---|---|
| Amounts in Euro | Available amount | Outstanding amount | Maturity | Interest rate | Current | Non-current |
| Bond loans | ||||||
| Portucel 2015-2023 | 200,000,000 | 200,000,000 September 2023 Variable rate indexed to Euribor | - | 200,000,000 | ||
| Portucel 2016-2021 | 100,000,000 | 100,000,000 | April 2021 | Flat rate | - | 100,000,000 |
| Portucel 2016-2021 | 45,000,000 | 45,000,000 | August 2021 | Variable rate indexed to Euribor | - | 45,000,000 |
| Commissions | (1,703,383) | (1,703,383) | ||||
| European Bank Investment | ||||||
| Loan BEI Ambiente A | 9,285,714 | 9,285,714 | December 2018 | Variable rate indexed to Euribor | 9,285,714 | - |
| Loan BEI Ambiente B | 11,666,666 | 11,666,666 | June 2021 | Variable rate indexed to Euribor | 3,333,333 | 8,333,333 |
| Loan BEI Energia | 49,583,333 | 49,583,333 | December 2024 | Variable rate indexed to Euribor | 7,083,333 | 42,500,000 |
| Loan BEI Cacia | 25,000,000 | 25,000,000 | May 2028 | Flat rate | - | 25,000,000 |
| Commercial Paper Program | ||||||
| Commercial Paper Program 125M | 125,000,000 | 125,000,000 | May 2020 | Variable rate indexed to Euribor | - | 125,000,000 |
| Commercial Paper Program 70M | 70,000,000 | 70,000,000 | April 2021 | Flat rate | - | 70,000,000 |
| Commercial Paper Program 50M | 50,000,000 | 50,000,000 | July 2020 | Variable rate indexed to Euribor | - | 50,000,000 |
| Commercial Paper Program 25M | 25,000,000 | 25,000,000 | December 2018 | Variable rate indexed to Euribor | 25,000,000 | - |
| Commercial Paper Program 75M | 75,000,000 | - | July 2020 | Variable rate indexed to Euribor | - | - |
| Commercial Paper Program 100M | 100,000,000 | - | March 2020 | Variable rate indexed to Euribor | - | - |
| Commissions | (515,766) | (515,766) | ||||
| Financing | ||||||
| Short-term financing 50M | 50,000,000 | 50,000,000 | February 2018 | Variable rate indexed to Euribor | 50,000,000 | - |
| Short-term financing 50M | 50,000,000 | 50,000,000 | April 2018 | Variable rate indexed to Euribor | 50,000,000 | - |
| Bank lines | ||||||
| Short-term line 20M | 20,450,714 | - | - | - | ||
| Short-term line Usd | 10,000,000 | 5,503,210 | 5,503,210 | |||
| Reimbursable grants | ||||||
| Reimbursable grants | - 4,237,695 |
4,237,695 | ||||
| 818,057,471 | 150,205,591 | 667,851,880 |
In 2017 The Navigator Company has finalized a thorough process of debt restructuring, begun in 2015. The restructuring was based on the extension of
maturities, maintenance of adequate liquidity levels, management of interest rate risk, cost optimization and diversification of financing sources.
On 31 March 2018, the average cost of debt, considering interest rate, annual fees and hedging operations, was 1.62% (31 December 2017: 1.59%).
The repayment terms for the loans recorded as non-current are detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Non-current | ||
| 1 to 2 years | 15,779,780 | 12,337,297 |
| 2 to 3 years | 190,164,037 | 191,421,157 |
| 3 to 4 years | 227,007,018 | 227,007,018 |
| 4 to 5 years | 9,861,111 | 9,861,111 |
| Above 5 years | 229,444,444 | 229,444,444 |
| 672,256,390 | 670,071,028 | |
| Commissions | (2,008,329) | (2,219,148) |
| 670,248,061 | 667,851,880 |
On 31 March 2018 the Navigator Group had commercial paper programs and credit lines available but not used of Euro 195,450,714 (31 December 2017: Euro 195,450,714).
As at 31 March 2018 and 31 December 2017, the Group´s current interest-bearing debt was as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Interest-bearing liabilities | ||
| Non-current | 670,248,062 | 667,851,880 |
| Current | 94,702,381 | 150,205,591 |
| 764,950,443 | 818,057,471 | |
| Cash and cash equivalents | ||
| Cash | 77,661 | 81,795 |
| Short-term bank deposits | 152,205,725 | 71,125,699 |
| Other short-term instruments | 53,944,186 | 54,123,542 |
| 206,227,572 | 125,331,036 | |
| Interest-bearing net debt | 558,722,871 | 692,726,434 |
The reconciliation of the current interest-bearing liabilities to the statement of cash flows is as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| As of 1 January | 818,057,471 | 708,261,286 |
| Borrowings - outflows | (50,000,000) | (44,702,381) |
| Borrowings - inflows | - | 155,503,210 |
| reimbursable grants | (3,004,794) | (1,455,171) |
| Variation of charges on the issuance of loans | (102,234) | 450,527 |
| Variation of interest-bearing liabilities | (53,107,028) | 109,796,185 |
| Interest-bearing liabities | 764,950,443 | 818,057,471 |
The Navigator Company Group has a strict policy of approval of its financial counterparts, limiting their exposure according to an individual risk analysis and previously approved ceilings. Beyond these limits, there is also a diversification policy applied to the number of the Navigator Company Group's counterparties. On 31 March 2018, "Other" included an amount of Euro 53,942,978 related with the investment in a portfolio of bonds from issuers with adequate rating.
The fair value of the bond loans, considering the date and respective contractual conditions, determined according to level 2 of the fair value hierarchy, does not differ substantially from its book value.
The evolution of the Navigator Company Group's interest bearing net debt in 31 March 2018 and 2017 was as follows:
| Amounts in Euro | 3 months 31-03-2018 |
3 months 31-03-2017 |
Remaining quarters |
12 months 2017 |
|---|---|---|---|---|
| As of 1 January | 692,726,435 | 640,719,698 | - | 640,719,698 |
| Changes in consolidation perimeter | - | - | - | |
| Expenses with the issue of bond loans | 2,008,329 | 2,402,355 | (183,207) | 2,219,148 |
| Interest paid | 4,769,258 | 3,511,386 | 8,662,988 | 12,174,374 |
| Interest received | 169,356 | (1,009,615) | (1,121,901) | (2,131,516) |
| Dividends paid and reserves distributed | - | - | 250,007,056 | 250,007,056 |
| Acquisition of own shares | - | - | - | - |
| Receipts related to investment activities | - | - | - | - |
| Payments related to investment activities | - | - | - | - |
| Payments related to tangible fixed assets | 32,498,110 | 24,858,834 | 74,004,561 | 98,863,395 |
| Accumulated exchange rate differences | (5,115,357) | (3,590,207) | 6,369,625 | 2,779,418 |
| Dividends received | - | - | - | - |
| Net receipts from operating activities | (168,333,260) | (50,327,435) | (261,577,704) | (311,905,139) |
| Change in net debt | (134,003,564) | (24,154,682) | 52,006,737 | |
| 558,722,871 | 616,565,016 | 692,726,435 |
Also, the movements in the Navigator Group's interest bearing net debt in 31 March 2018 and 2017 were as follows:
| Remaining | ||||
|---|---|---|---|---|
| Amounts in Euro | 31-03-2018 | 31-03-2017 | quarters | 31-12-2017 |
| Net profit for the period | 53,248,392 | 34,842,589 | 172,926,548 | 207,769,137 |
| Depreciation, amortisation and impairment losses | 33,861,430 | 38,143,318 | 106,560,581 | 144,703,899 |
| Net changes in provisions | (890,419) | 1,736 | 4,082,819 | 4,084,555 |
| 86,219,402 | 72,987,643 | 283,569,948 | 356,557,592 | |
| Changes in working capital | 43 571 250 | (34,670,679) | (6,170,870) | (40,841,549) |
| Net changes of tangible fixed assets | (29,573,499) | (14,810,434) | (91,473,048) | (106,283,481) |
| Dividends paid and reserves distributed | - | - | (250,007,056) | (250,007,056) |
| Acquisition of own shares | - | - | - | - |
| Net changes in post-employment benefits | 4,849,376 | 1,155,537 | 211,338 | 1,366,874 |
| Other changes in equity | (15,838,698) | 5,449,116 | (16,638,517) | (11,189,401) |
| Expenses with the issue of bond loans | 210,819 | 267,319 | 183,207 | 450,526 |
| Other changes in non current assets and liabilities | 44,564,914 | (6,223,821) | 4,163,579 | (2,060,242) |
| Change in net debt (Free CashFlow) | 134,003,564 | 24,154,682 | (76,161,419) | (52,006,737) |
As at 31 March 2018 and 31 December 2017, the other non-current liabilities were as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Non-current | ||
| Grants | 23,998,979 | 25 466 139 |
| Equipment | - | - |
| 23,998,979 | 25,466,139 |
The amount of grants corresponds to the investment grants received in order to support the investment projects carried out by the group in the past, with regard to its non-current component.
Finance leases – IFRIC 4
As at 31 March 2018 and 31 December 2017, the Navigator Group presented the following equipment under finance lease plans recognized under IFRIC 4 in the statement of financial position:
| 31-03-2018 | |||
|---|---|---|---|
| Acquisition | Accumulated | Net book | |
| Amounts in Euro | value | depreciation | value |
| Equipment - Omya | 14,000,000 | (12,864,865) | 1,135,135 |
| 14,000,000 | (12,864,865) | 1,135,135 | |
| 31-12-2017 | |||
| Acquisition | Accumulated | Net book | |
| Amounts in Euro | value | depreciation | value |
| Equipment - Omya | 14,000,000 | (12,486,487) | 1,513,513 |
| 14,000,000 | (12,486,487) | 1,513,513 |
The non-current and current liabilities related to those equipment are recorded under "Other liabilities" and "Payables and other current liabilities", respectively, and are detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Non-current | ||
| Equipment | - | - |
| Current (Note 22) | 3,478,473 | 2 213 644 |
| 3,478,473 | 2,213,644 |
In 2009, with the launch of the new paper mill in Setubal, the Navigator Group recognized as a finance lease the cost of the Precipitated Calcium Carbonate production unit, installed by Omya, S.A. at the industry site in Setúbal for the exclusive use of the new mill. This contract foresees the transfer of the assets' ownership to About The Future, S.A., upon its termination, in 2019.
On December 2017, The Navigator Company celebrated a sale agreement related with its pellets business in the United States of America with a joint venture managed and operated by an associate of Enviva Holdings, LP, in the amount of USD 135 million.
As a result, in the consolidated statement of financial position at 31 December 2017, the referred assets were identified as "Non-current assets held for sale" and are composed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Property, plant and equipment | - | 85,433,905 |
| Inventories | - | 803,143 |
| - | 86,237,049 |
This operation was concluded on February 2018.
As at 31 March 2018 and 31 December 2017, "Payables and other current liabilities" were detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Suppliers | 54,340,808 | 88,917,184 |
| Suppliers invoices pending - Logistics | 8,403,491 | 13,346,881 |
| Suppliers invoices pending - Other | 94,170,552 | 54,953,985 |
| Fixed asset suppliers | 3,025,046 | 5,115,782 |
| Finance leases (Note 21) | 3,478,473 | 2,213,644 |
| Suppliers - Related parties | 35,891 | 71,753 |
| Derivative financial instruments | 2,898,655 | 3,256,492 |
| Other creditors - CO2 emission allowances | 6,159,106 | 4,420,178 |
| Sales commissions | 139,924 | 138,682 |
| Tax consolidation (Semapa) | 7,429,319 | 7,429,319 |
| Other creditors | 12,700,902 | 2,475,273 |
| Accrued costs | 77,362,215 | 65,934,375 |
| Deferred income | 14,016,615 | 11,236,298 |
| 284,160,997 | 259,509,848 |
On 31 March 2018 and 31 December 2017, accrued costs and deferred income were detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Accrued costs | ||
| Payroll expenses - Performance Bonus | 22,355,994 | 17,414,930 |
| Payroll expenses - Other costs | 26,417,153 | 22,670,683 |
| Interest payable | 2,719,162 | 2,687,393 |
| Wood suppliers bonus | 4,761,307 | 7,761,518 |
| Water resource rate | 2,388,576 | 2,011,427 |
| Rents responsibility | 7,390,774 | 6,716,206 |
| Accrued Air Permit - Colombo Energy | 4,035,005 | 0 |
| Other | 7,294,243 | 6,672,218 |
| 77,362,215 | 65,934,376 | |
| Deferred income | ||
| Government grants (note 9) | 5,848,082 | 5,859,834 |
| Grants - CO2 emission licenses | 3,053,166 | 261,097 |
| Other grants | 1,190,564 | 1,190,564 |
| Other deferred income - ISP | 3,924,802 | 3,924,802 |
| 14,016,615 | 11,236,298 |
As at 31 March 2018 and 31 December 2017, deferred income on government grants, by company, was detailed as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| AICEP invesment contracts | ||
| The Navigator Company, S.A. | 10,132 | 10,132 |
| Enerpulp, S.A. | 6,818,619 | 7,197,936 |
| Navigator Pulp Cacia, S.A. | 12,223,712 | 12,798,599 |
| Navigator Pulp Setúbal, S.A. | 649,472 | 694,637 |
| Navigator Pulp Figueira, S.A. | 7,485,023 | 7,849,708 |
| Navigator Parques Industriais, S.A. | 2,092,227 | 2,107,066 |
| Navigator Paper Figueira, S.A. | 116,567 | 137,250 |
| 29,395,751 | 30,795,328 | |
| Other | ||
| Raiz | 58,901 | 60,506 |
| Viveiros Aliança, SA | 392,409 | 470,139 |
| 451,310 | 530,645 | |
| 29,847,061 | 31,325,972 |
During 2017 and 2016, the movements in Grants – CO2 emissions were as follows:
| Amounts in Euro | 2018 | 2017 |
|---|---|---|
| Grants - CO2 emission licenses | ||
| Opening balance | - | - |
| Increase | 3,603,769 | 2,570,570 |
| Charge-off | (546,359) | (834,779) |
| Balance as of 31 March | 3,057,410 | 1,735,791 |
| Remaining quarters | (1,735,791) | |
| Balance as of 31 December | - |
These amounts regard the CO2 emission allowances granted for free to several group companies (2018: 492,291 and 2017: 495,037).
As at 31 March 2018 and 31 December 2017, the fair value of derivative financial instruments was as follows:
| 31-12-2017 | ||||||
|---|---|---|---|---|---|---|
| Amounts in Euro | Notional | Positive | Negative | Net | Net | |
| Trading | ||||||
| CO2 emission licenses | EUR | 1,397,500 | - | - | - | |
| ANTI-Dumping risk hedge | USD | 21,500,000 | 1,497,770 | 1,497,770 | 1,149,981 | |
| Foreign exchange forwards | USD | 57,750,000 | 156,975 | 156,975 | 669,733 | |
| Foreign exchange forwards | GBP | 9,550,000 | 114,410 | (114,410) | 8,407 | |
| Pellets - Price changes | USD | 600,000 | 491,240 | (491,240) | - | |
| 90,797,500 | 1,654,745 | 605,650 | 1,049,094 | 1,828,121 |
The Navigator Group has a currency exposure on sales invoiced in foreign currencies, namely US dollars (USD) and pounds sterling (GBP). As the Navigator Group's financial statements are translated into Euro, it runs an economic risk on the conversion of these currency flows to the Euro. The Navigator Group is also obliged, albeit to a lesser degree, to make certain payments in those same currencies which, for currency exposure purposes, act as a natural hedge. Thus, the hedge is aimed at safeguarding the net value of items in the statement of financial position denominated in foreign currencies against the respective currency fluctuations.
The hedging instruments used in this operation are foreign exchange forward contracts covering the net exposure to the foreign currencies at the time the invoices are issued, for the same maturity dates and the same amounts of these
documents in such a way as to fix the exchange rate associated with the sales. The nature of the risk hedged is change in the carrying amount of on sales and purchases expressed in foreign currencies due to foreign currency fluctuations. At the end of each month, customer and suppliers' balances expressed in foreign currency are updated, with the gain or loss offset against the fair value change of the forwards negotiated.
The net fair value of trading instruments – forwards – as at 31 March 2018 is Euro 1,049,094 (31 December 2017: Euro 1,828,121)
Anti-dumping risk hedge includes a portion of the amount that is estimated to be received regarding the anti-dumping process that the group has been subject in the USA. The hedge instrument used in this operation was currency forwards with the intention to reduce the foreign exchange recorded in the asset, in local currency.
The caption CO2 licenses includes 250,000 licenses acquired between 2016 and 2017 to be delivered in 2019-2020.
As at 31 March 2018 and 31 December 2017, the fair value of derivative financial instruments designated as hedging instruments was as follows:
| 31-03-2018 | ||||||
|---|---|---|---|---|---|---|
| Amounts in Euro | Currency | Notional | Positive | Negative | Net | Net |
| Hedging | ||||||
| Foreign exchange forwards (net investment) | USD | 25,050,000 | 703,286 | 703,286 | 114,914 | |
| Foreign exchange forwards (future sales) | USD | 236,666,667 | 3,076,670 | 3,076,670 | 1,701,360 | |
| GBP | 88,166,667 | 114,017 | (114,017) | - | ||
| Interest rate swap for commercial paper issued | EUR | 125,000,000 | 753,706 | (753,706) | (746,982) | |
| Interest rate swap for bond loans | EUR | 200,000,000 | 1,653,709 | (1,653,709) | (2,509,510) | |
| 674,883,333 | 3,779,956 | 2,521,432 | 1,258,524 | (1,440,218) |
The Navigator Group hedges the economic risk associated with exposure to the exchange rate of its participation in Navigator North America. To this purpose, the Group has entered into a foreign exchange forward maturing in May 2018, with a notional outstanding of USD 25,050,000.
This instrument is designated as an hedging of the investment in the North America subsidiary of the Group, with fair value changes recognized in comprehensive income. As at 31 March 2018, the fair value reserve associated with this hedging was Euro 1,218,278 (31 December 2017: Euro 1,806,650)
The Navigator Company Group makes use of derivative financial instruments in order to limit the net exchange risk associated with sales and future purchases estimated at USD and GBP.
In this context, during the last quarter of 2017, the Navigator Company Group contracted a number of financial structures to cover a portion of the net foreign exchange exposure of estimated sales in USD and GBP for 2018. The derivative financial instruments contracted were Options and Zero Cost Collar, in a total amount of USD 296,000,000 and GBP 92,000,0000, with maturity between 31 January 2019 and 29 March 2019, respectively.
The Navigator Group hedges future interest payments associated with commercial paper issues by hiring an interest rate swap, which pays a fixed rate and receives a floating rate. This instrument is designated as hedges of cash flows from the commercial paper program and the bond loan. The credit risk is not part of the hedging relationship.
This hedge is designated for the entire life of the hedging instruments.
These amounts are initially recognized at fair value, and subsequently measured at amortized cost less any impairment losses identified during the course of the credit risk analysis of the credit portfolios held.
These items are recognized at their amortized cost, corresponding to the value of the respective cash flows discounted at the effective interest rate associated with each of the liabilities.
The effect in net income of the period of the financial assets and liabilities held is detailed as follows
| Amounts in Euro | 31-03-2018 | 31-03-2017 |
|---|---|---|
| Foreign exchange gains/ (losses) on loans and receivables | 1,093,103 | (2,965,585) |
| Gains/ (losses) on financial instruments - hedging | (412,132) | (767,144) |
| Gains/ (losses) on financial instruments - trading | 414,782 | 1,851,119 |
| Interest income: | ||
| From deposits and other receivables | 310,046 | 601,984 |
| Interest expense: | ||
| Financial liabilities measured at amortised cost | (2,636,366) | (2,420,619) |
| Other | (4,285,721) | (236,418) |
| (5,516,289) | (3,936,664) |
The fair value of derivative financial instruments is included in "Receivables and other current assets" (Note 15) and "Payables and other current liabilities" (Note 22).
The movement in the balances recognized in the statement of financial position (Notes 15 and 22) related with financial instruments was as follows:
| Change in fair value (Trading) |
Change in fair value (Hedging) |
Total | |
|---|---|---|---|
| Amount as of 1 January 2017 | (1,943,402) | (4,881,689) | (6,825,091) |
| Maturity (Note 10) | 3,771,523 | 2,810,045 | 6,581,567 |
| Increase/ decrease in fair value | (0) | 631,426 | 631,426 |
| Amount as of 31 December 2017 | 1,828,121 | (1,440,218) | 387,902 |
| Maturity (Note 10) | 414,782 | (412,132) | 2,649 |
| Increase/ decrease in fair value | (1,193,808) | 3,110,874 | 1,917,066 |
| Amount as of 31 March 2018 | 1,049,094 | 1,258,524 | 2,307,618 |
| 31-03-2018 | 31-12-2017 | |||||
|---|---|---|---|---|---|---|
| Nominal value | Maturity | Type | Fair value | Fair value | ||
| Exchange rate forwards | USD | 57,750,000 | 31-Jul-18 | Held for trading | 156,975 | 669,733 |
| GBP | 9,550,000 | 10-Aug-18 | Held for trading | (114,410) | 8,407 | |
| Future purchase of CO2 emission licenses | EUR | 1,397,500 | 16-Mar-20 | Held for trading | - | - |
| Anti-dumping operation | USD | 21,500,000 | 31-Oct-18 | Held for trading | 1,497,770 | 1,149,981 |
| Pellets - Price changes | USD | 600,000 | 31-Mar-20 | Held for trading | (491,240) | - |
| 1,049,094 | 1,828,121 | |||||
| Foreign exchange hedging - Investment in subsidiary | USD | 25,050,000 | 29-May-18 | Hedging | 703,286 | 114,914 |
| Hedging for future sales | USD | 236,666,667 | 31-Jan-19 | Hedging | 3,076,670 | 1,701,360 |
| GBP | 88,166,667 | 29-Mar-19 | Hedging | (114,017) | - | |
| Interest rate swap for commercial paper issued | EUR | 125,000,000 | 26-May-20 | Hedging | (753,706) | (746,982) |
| Interest rate swap for bond loans | EUR | 200,000,000 | 22-Sep-23 | Hedging | (1,653,709) | (2,509,510) |
| 1,258,524 | (1,440,218) | |||||
| 2,307,618 | 387,902 |
As at 31 March 2018 and 31 December 2017, the balances with group companies and associated companies, is presented as follows:
| 31-03-2018 | 31-12-2017 | ||||||
|---|---|---|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | ||||
| Amounts in Euro | Customers | Suppliers | Other creditors (tax consolidation) |
Customers | Suppliers | Other creditors (tax consolidation) |
|
| Semapa - Soc. De Investimento e Gestão, SGPS, S.A. | - | (33) | 7,429,319 | - | (33) | 7,429,319 | |
| Secil - Companhia Geral Cal e Cimento, S.A. | 161,097 | 251 | - | 27,650 | 298 | - | |
| Secil Britas, S.A. | - | 5,469 | - | - | 10,125 | - | |
| Enermontijo, S.A. | 67,901 | 68,930 | - | 54,656 | 12,551 | - | |
| Enerpar, SGPS, Lda. | - | - | - | - | 21,598 | - | |
| Cimilonga - Imobiliária, S.A. | - | - | - | - | 27,216 | - | |
| Refundos - Soc. Gestora de Fundos de Inv. Imobiliário, S.A. | - | (38,726) | - | - | - | - | |
| 228,998 | 35,891 | 7,429,319 | 82,306 | 71,755 | 7,429,319 |
On the three months period ended 31 March 2018 and 2017, transactions with group companies and associated companies were as follows:
| 31-03-2018 | 31-03-2017 | ||||
|---|---|---|---|---|---|
| Amounts in Euro | Sales and services rendered |
Consumed materials and services |
Sales and services rendered |
Consumed materials and services |
|
| Semapa - Soc. De Investimento e Gestão, SGPS, S.A. | - | 1,907,024 | - | 3,077,807 | |
| Secil - Companhia Geral Cal e Cimento, S.A. | 126,973 | 355 | 18,927 | 301,414 | |
| Secil Britas, S.A. | - | 6,675 | - | 8,317 | |
| Enermontijo, S.A. | 66,809 | 101,878 | 42,957 | 65,445 | |
| Enerpar, SGPS, Lda. | - | 17,401 | - | 58,964 | |
| Cimilonga - Imobiliária, S.A. | - | 60,084 | - | 65,653 | |
| Refundos - Soc. Gestora de Fundos de Inv. Imobiliário, S.A. | - | 100,016 | - | - | |
| 193,782 | 2,193,433 | 61,884 | 3,577,602 |
On 1 February 2013, a contract to render administrative and management services was signed between Semapa - Sociedade de Investimentos e Gestão, SGPS, S.A. (currently owner of 69.4% of the Group´s share capital) and Navigator Group, establishing a remuneration system based in equal criteria for both parties in the continuous cooperation and assistance relationships, that meets the rules applicable to commercial relationships between group companies.
In March 2015, The Navigator Company celebrated an agreement with Enerpar SGPS, Lda. under which paid a fee related to the promotion of its pellets project located in the United States of America, in particular for having defined and deepened several studies and initiatives including, amongst others, market analysis, real estate prospection, public entities negotiation, tax and corporate planning, projection of manufacturing facilities, equipment commissioning and customer acquisition, coordinating all these aspects in a single project.
Under the same agreement, Enerpar SGPS, Lda. will also render technical advisory services for the same project, during three years, including engineering project support, coordination of work, equipment commissioning, factory ramp up, guaranteeing quality in the final product, supporting commercial contract management and training to be provided to the sales team that will be responsible to manage the customers they obtained.
Enerpar SGPS, Lda. is a company that manages holdings in the renewable energy sector, holding the full equity capital of Enermontijo, SA, which has been dedicated to the productions of forest-based wood pellets since 2008, annually producing Tons 80,000 and to whom the Group sells biomass. Enerpar SGPS, Lda. is a related party as its shareholders have family relations with a non-executive Board Member of the Group.
It was also celebrated a lease agreement between Navigator Paper Figueira, S.A. and Cimilonga – Imobiliária, S.A. under which an office was leased in Semapa SGPS, SA headquarters' building, in Lisbon.
The Navigator Company, SA and Refundos - Sociedade Gestora de Investimentos Imobiliário, SA, entered into a lease agreement beginning on 1 June 2017, regarding the lease of an office building located in Lisbon, Avenida Fontes Pereira de Melo.
In the identification of the Navigator Company Group's related parties for the purpose of financial reporting, the members of the Navigator Company Group's Board of Directors and other statutory bodies were considered as related parties (additionally see note 7).
As at 31 March 2018 the average number of employees working for the Navigator Group Companies was 3,156 (31 December 2017: 3,197), and were distributed by business segment as follows:
| As of 31 March 2018 | MARKET PULP |
UWF PAPER |
TISSUE PAPER |
OTHER | TOTAL |
|---|---|---|---|---|---|
| Industrial / Forest site | |||||
| Setúbal | - | 934 | - | 237 | 1,171 |
| Cacia | 269 | - | 72 | 84 | 425 |
| Figueira da Foz | - | 854 | - | 138 | 992 |
| Vila Velha de Ródão | - | - | 205 | - | 205 |
| Lisboa | - | - | - | 102 | 102 |
| Greenwood | - | - | - | 1 | 1 |
| Mozambique | - | - | - | 153 | 153 |
| 269 | 1,788 | 277 | 715 | 3,049 | |
| Commercial companies | |||||
| Europe | 8 | 78 | 11 | - | 97 |
| America | - | 9 | - | - | 9 |
| Overseas | - | 1 | - | - | 1 |
| 8 | 88 | 11 | - | 107 | |
| 277 | 1,876 | 288 | 715 | 3,156 |
| As at 31 December 2017 | MARKET PULP | UWF PAPER | TISSUE PAPER | OTHER | TOTAL |
|---|---|---|---|---|---|
| Industrial / Forest site | |||||
| Setúbal | - | 925 | - | 248 | 1,163 |
| Cacia | 269 | - | 19 | 85 | 327 |
| Figueira da Foz | - | 865 | - | 131 | 996 |
| Vila Velha de Ródão | - | - | 206 | - | 206 |
| Lisboa | - | - | - | 112 | 169 |
| Greenwood | - | - | - | 77 | 77 |
| Mozambique | - | - | - | 163 | 163 |
| 269 | 1,790 | 225 | 816 | 3,101 | |
| Commercial companies | |||||
| Europe | 7 | 68 | 9 | - | 84 |
| America | - | 9 | - | - | 9 |
| Overseas | - | 4 | - | - | 3 |
| 7 | 81 | 9 | - | 96 | |
| 276 | 1,871 | 234 | 816 | 3,197 |
As at 31 March 2018 and 31 December 2017, the guarantees provided by the Group are as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| 2013 corporate income tax | 26,022,893 | 26,022,893 |
| IAPMEI | 5,209,320 | 5,209,320 |
| Customs clearance | 1,835,250 | 1,835,250 |
| Spanish state tax agency | 1,033,204 | 1,033,204 |
| Simria | 338,829 | 338,829 |
| Other | 847,933 | 781,139 |
| 35,287,430 | 35,220,636 |
The guarantees in favor of IAPMEI were provided under the investment contracts celebrated between the Portuguese State and Navigator Pulp Cacia, S.A. (Euro 2,438,132) and Navigator Tissue Ródão, S.A. (Euro 2,771,188), in accordance with the terms and conditions defined in the Payment Standard applicable to projects approved under QREN Incentive Systems.
As part of the final tax authority inspection report to 2013 period, the Navigator Company was notified (on September 4, 2017) with an additional tax payment of Euro 20,556,589. In the 2013 tax declaration, the Navigator Group deducted a significant amount of credits related to fiscal benefits related to RFAI generated in previous years and, with regards to Navigator understanding, could be reported. The Tax authority does not have the same understanding, having corrected the amounts of tax benefits used by the Navigator group. The Navigator group will ensure the debt and contest the settlement
In addition to the commitments described in the preceding note, purchase commitments assumed with suppliers at 31 March 2018 amounted to Euro 137,317,267 and referred to capital expenditure on Property, plant and equipment. In 31 December 2017 these commitments amounted to Euro 106,987,184.
On 31 March 2018 and 31 December 2017, the commitments relating to operating lease contracts were as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| Settlement date | ||
| 2018 | 1,954,603 | 1,928,848 |
| 2019 | 1,572,423 | 1,603,868 |
| 2020 | 1,052,876 | 1,077,787 |
| 2021 | 559,371 | 603,254 |
| 2022 | 95,000 | 138,413 |
| Later | 64,146 | 50,077 |
| 5,298,419 | 5,402,247 |
As at 31 March 2018 and 31 December 2017, the undiscounted commitments relating to external group forestry land rents were as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| 2018 | 2,881,504 | 3,965,857 |
| 2019 | 3,931,848 | 3,818,115 |
| 2020 | 3,617,848 | 3,502,754 |
| 2021 | 3,441,066 | 3,318,277 |
| 2022 | 3,234,186 | 3,119,248 |
| Later | 37,606,135 | 35,774,462 |
| 54,712,587 | 53,498,715 |
According to Decree-Law no. 36/93 of 13 February, the tax debts of privatized companies relating to periods prior to the privatization date (in the case of The Navigator Company, 25 November 2006) are the responsibility of the Public Debt Settlement Fund. The Navigator Company submitted an application to the Public Debt Settlement Fund on 16 April 2008 requesting the payment by the State of the tax debts raised by the tax authorities for periods before that date. On 13 December 2010, The Navigator Company presented a new application requesting the payment of debts settled by the tax authorities regarding 2006 and 2003. This application was supplemented on 13 October 2011, with the amounts already paid and uncontested regarding these debts, as well as with expenses directly related to them, pursuant to court ruling dated 24 May 2011 (Case No. 0993A/02), which confirmed the company's position regarding the enforceability of such expenses.
On 13 December 2017, The Navigator Company, S.A. has made an extra-judicial agreement with Tax authorities, in which was recognized the responsibility by FRDP for reimbursing the amount of Euro 5,725,771 corresponding to the amount of Corporate Income Tax improperly paid, resulting from the alleged qualification / incorrect consideration, by the tax administration, of the tax loss computed as a result of the operations carried out by Soporcel, S.A. in 2003, as well as to promote restitution to Navigator of the mentioned amount.
In this context, the aforementioned Fund is liable for Euro 24,649,956, detailed as follows:
| Period | Requested amounts |
1st Refund | Decrease due to RERD |
Proceedings decided in favour of the |
Extrajudicial agreement of 13 December |
Outstanding amount |
|
|---|---|---|---|---|---|---|---|
| Amounts in Euro | Group | 2017 | |||||
| Proceedings confirmed in court | |||||||
| VAT - Germany | 1998-2004 | 5,850,000 | (5,850,000) | - | - | - | - |
| Corporate income tax | 2001 | 314,340 | - | - | (314,340) | - | - |
| Corporate income tax | 2002 | 625,033 | (625,033) | - | - | - | - |
| Corporate income tax | 2002 | 18,923 | - | - | - | - | 18,923 |
| VAT | 2002 | 2,697 | (2,697) | - | - | - | - |
| Corporate income tax | 2003 | 1,573,165 | (1,573,165) | - | - | - | - |
| Corporate income tax | 2003 | 182,230 | (157,915) | - | (24,315) | - | - |
| Corporate income tax | 2003 | 5,725,771 | - | - | - | (5,725,771) | - |
| Corporate income tax | 2004 | ||||||
| (Withheld) | 3,324 | - | - | - | - | 3,324 | |
| Corporate income tax | 2004 | 766,395 | - | - | (139,023) | - | 627,372 |
| Stamp duty | 2004 | 497,669 | - | - | (497,669) | - | - |
| Corporate income tax | 2005 | ||||||
| (Withheld) | 1,736 | (1,736) | - | - | - | - | |
| Expenses | 314,957 | - | - | - | - | 314,957 | |
| 15,876,240 | (8,210,546) | - | (975,347) | (5,725,771) | 964,576 | ||
| Proceedings not confirmed in court | |||||||
| VAT | 2003 | 2,509,101 | - | - | - | - | 2,509,101 |
| Corporate income tax | 2005 | 11,754,680 | - | (1,360,294) | - | - | 10,394,386 |
| Corporate income tax | 2006 | 11,890,071 | - | (1,108,178) | - | - | 10,781,893 |
| 26,153,852 | - | (2,468,472) | - | - | 23,685,380 | ||
| 42,030,092 | (8,210,546) | (2,468,472) | (975,347) | (5,725,771) | 24,649,956 |
At 31 March 2018 and 31 December 2017, the additional tax assessments that are paid and disputed by the Navigator Group, not recognized in the company's assets, are summarized as follows:
| Amounts in Euro | 31-03-2018 | 31-12-2017 |
|---|---|---|
| 2003 VAT | 2,509,101 | 2,509,101 |
| 2005 Aggregate corporate income tax | 10,394,386 | 10,394,386 |
| 2006 Aggregate corporate income tax | 8,150,146 | 8,150,146 |
| 21,053,633 | 21,053,633 |
In addition to the tax matters described above, a second request to the Public Debt Settlement Fund was submitted on 2 June 2010, which called for the reimbursement of various amounts, totaling Euro 136,243,939. These amounts regard adjustments in the financial statements of the Navigator Company Group after its privatization that had not been considered in formulating the price of its privatization as they were not included in the documentation made available for consultation by the bidders.
On 24 May 2014 the Court denied the Navigator Company Group's proposal to present testimony evidence, alternatively proposing written submissions. On 30 June 2014 Navigator Company Group appealed against this decision, but continuously presented written evidence. The Court subsequently confirmed the Navigator Company Group's views on this matter, both parts appointed experts and the expert report was issued on July 2017. They are now waiting for the appointment of the court hearing to clarify it.
Under the licensing process nº 408/04 related to the new Setubal´s paper mill project, the Setubal City Council issued a settlement note to The Navigator
Company regarding an infrastructure enhancement and maintenance fee ("TMUE ") amounting to Euro 1,199,560, with which the company disagrees.
This situation regards the amount collected under this levy in the licensing process mentioned above, for the construction of a new paper mill in the industrial site of Mitrena, Setúbal. The Navigator Company disagrees with the amount charged and filled an administrative claim against it on 25 February 2008 (request 2485/08), followed by an appeal to Court against the rejection of the claim on 28 October 2008. At 3 October 2012 this claim had an adverse decision, and in 13 November 2012, The Navigator Company appealed. This lawsuit is awaiting the decision of TCA since 4 July 2013.
The Group applied for tax and financial incentives related to investments in progress in Cacia and Figueira da Foz. The commitments obtained are tax benefits, respectively of 11.5 million Euros and 14.2 million Euros, a repayable loan with zero interest rate of 42.2 million Euros for Cacia and a loan of 5.8 million Euros, with a non-repayable maximum paid-in prize of 3.5 million Euros for Figueira da Foz.
| Company Head Office Directly Indirectly Total Parent-Company: The Navigator Company, S. A. Setúbal - - - Subsidiaries Navigator Paper Figueira, S.A. Figueira da Foz 100,00 - 100,00 Navigator Parques Industriais, S.A. Setúbal 100,00 - 100,00 Navigator Products & Tecnology, S.A. Setúbal 100,00 - 100,00 Enerpulp – Cogeração Energética de Pasta, S.A. Setúbal 100,00 - 100,00 Navigator Pulp Figueira, S.A. Figueira da Foz 100,00 - 100,00 Navigator Pulp Setúbal, S.A. Setúbal 100,00 - 100,00 Navigator Pulp Cacia, S.A. Aveiro 100,00 - 100,00 Navigator International GmbH Germany 100,00 - 100,00 About Balance - SGPS, S.A. Lisboa 100,00 - 100,00 Navigator Tissue Cacia, S.A. Aveiro - 100,00 100,00 Navigator Tissue Ródão , S.A. Vila Velha de Ródão - 100,00 100,00 Navigator Internacional Holding SGPS, S.A. Setúbal 100,00 - 100,00 Portucel Moçambique - Sociedade de Desenvolvimento Florestal e Industrial, Lda Mozambique 20,05 60,15 80,20 Colombo Energy Inc. USA 25,00 75,00 100,00 Portucel Finance, Zoo Poland 25,00 75,00 100,00 Navigator Floresta, SGPS, S.A. Setúbal 100,00 - 100,00 Raiz - Instituto de Investigação da Floresta e Papel Aveiro - 97,00 97,00 Navigator Forest Portugal, S.A. Setúbal 100,00 - 100,00 Sociedade de Vinhos da Herdade de Espirra - Produção e Comercialização de Vinhos, S.A. Setúbal - 100,00 100,00 Gavião - Sociedade de Caça e Turismo, S.A. Setúbal 100,00 100,00 Afocelca - Agrupamento complementar de empresas para protecção contra incêndios, ACE Portugal - 64,80 64,80 Viveiros Aliança - Empresa Produtora de Plantas, S.A. Palmela - 100,00 100,00 Atlantic Forests, S.A. Setúbal - 100,00 100,00 Bosques do Atlantico, SL Spain - 100,00 100,00 Navigator Paper Holding ,SGPS, S.A. Setúbal 100,00 - 100,00 Navigator Fine Paper , S.A. Setúbal - 100,00 100,00 About the Future - Empresa Produtora de Papel, S.A. Setúbal - 100,00 100,00 Navigator Paper Setúbal, S.A. Setúbal - 100,00 100,00 Navigator North America Inc. USA - 100,00 100,00 Navigator Sales & Marketing, S.A. Belgium 25,00 75,00 100,00 Navigator Africa, SRL Italy - 100,00 100,00 Navigator Participações Holding ,SGPS, S.A. Setúbal 100,00 - 100,00 Portucel Florestal, S.A. Setúbal - 100,00 100,00 Arboser – Serviços Agro-Industriais, S.A. Setúbal - 100,00 100,00 EMA21 - Engenharia e Manutenção Industrial Século XXI, S.A. Setúbal - 100,00 100,00 Ema Cacia - Engenharia e Manutenção Industrial, ACE Aveiro - 95,00 95,00 Ema Setúbal - Engenharia e Manutenção Industrial, ACE Setúbal - 89,91 89,91 Ema Figueira da Foz- Engenharia e Manutenção Industrial, ACE Figueira da Foz - 90,72 90,72 Empremédia - Corretores de Seguros, S.A. Lisboa - 100,00 100,00 EucaliptusLand, S.A. Setúbal - 100,00 100,00 Headbox - Operação e Contolo Industrial, S.A. Setúbal - 100,00 100,00 Navigator Added Value, S.A. Setúbal - 100,00 100,00 Navigator Switzerland Ltd. Switzerland 25,00 75,00 100,00 Navigator Afrique du Nord Morocco - 100,00 100,00 Navigator España, S.A. Spain - 100,00 100,00 Navigator Netherlands, BV Netherlands - 100,00 100,00 Navigator France, EURL France - 100,00 100,00 Navigator Paper Company UK, Ltd United Kingdom - 100,00 100,00 Navigator Italia, SRL Italy - 100,00 100,00 Navigator Deutschland, GmbH Germany - 100,00 100,00 Navigator Paper Austria, GmbH Austria - 100,00 100,00 Navigator Paper Poland SP Z o o Poland - 100,00 100,00 Navigator Eurasia Turkey - 100,00 100,00 Navigator Rus Company, LLC Russia - 100,00 100,00 Navigator Paper Mexico Mexico - 100,00 100,00 Navigator Abastecimento de Madeira, ACE Setúbal 97,00 3,00 100,00 |
Share equity owned | ||||
|---|---|---|---|---|---|
During April, Navigator was informed by the North-American tax authorities that the temporary anti-dumping rate to be applied retrospectively in paper sales in the USA regarding the period between August 2015 and February 2017 will be 0%, giving reason to Navigator. Until the end of February 2017, the company had guaranteed an amount equivalent to Euro 25,000,000, and following this decision it will ask for the repayment of the total amount deposited in respect to this period.
Pedro Mendonça de Queiroz Pereira
Chairman
Diogo António Rodrigues da Silveira
Vice Chairman
Luis Alberto Caldeira Deslandes Vice Chairman
João Nuno de Sottomayor Pinto de Castello Branco Vice Chairman
António José Pereira Redondo
Executive Board Member
José Fernando Morais Carreira de Araújo Executive Board Member
Nuno Miguel Moreira de Araújo Santos
Executive Board Member
João Paulo Araújo Oliveira
Executive Board Member
Adriano Augusto da Silva Silveira Board Member
Manuel Soares Ferreira Regalado Board Member
Paulo Miguel Garcês Ventura Board Member
José Miguel Pereira Gens Paredes Board Member
Ricardo Miguel dos Santos Pacheco Pires Board Member
Vitor Manuel Galvão Rocha Novais Gonçalves Board Member
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