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Patris Investimentos

Quarterly Report May 27, 2011

1946_10-q_2011-05-27_a4927c5d-408f-4095-b2f7-c2b241c3475f.pdf

Quarterly Report

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Consolidated Results

1st Quarter 2011

1. Highlights 3
2. Relevant facts 4
3. Management report 5
3.1. Consolidated Performance 5
3.2. Performance of the Group Business Areas 6
3.3. Market analysis 7
3.4. Future Prospects 8
3.5. Stock Market 9
4. Interim Consolidated Accounts 10
4.1. Notes to the interim consolidated financial statements for the period of three
months ended 31 march 2011 15
5. Mandatory Information 33
5.1. Shares Held by Governing Bodies 33
5.2. Managerial Transactions 33
5.3. Statement of conformity 34
6. Additional information 35

1. Highlights

NET INCOME GREW 4%

Better results

  • Sales grew 12% relatively to 2010
  • Gross margin decreased 0.9 percentage points to 17.4%
  • Recurrent EBITDA grew 5%
  • EBIT increased 8% to 6.8 million Euros
  • Net income increased 4%

Increased financial strength

  • Working capital increased 3%
  • Net debt reduced in 9.4 million Euros
  • Debt level improved to 12.3x
Chart 1_Main Consolidated Indicators
Million euros 1Q11 1Q10 Δ 11/10
Tons ('000) 244 232 5,2%
Sales 266,3 237,3 12,2%
Gross margin 46,2 43,4 6,4%
Gross margin (%) 17,4% 18,3% -0,9 pp
Operating costs1 36,7 33,8 8,6%
Proforma operating costs2 35,8 33,8 5,9%
Provisions 0,9 1,4 -36,1%
Re-EBITDA 8,6 8,2 4,9%
Re-EBITDA margin (%) 3,2% 3,5% -0,2 pp
EBIT 6,8 6,3 8,1%
Net financial costs 5,1 4,0 27,4%
EBT 2,0 2,3 -13,6%
Net Result 1,54 1,48 4,0%
31-3-11 31-12-10 Δ 11/10
Net Debt3 424,6 434,0 -2,2%
Working capital 224,8 217,9 3,2%

(1) Net of income from s ervices and other income and excludes provisions

(2) Without EBIX effect (3) Includes s ecuritization

2. Relevant facts

During the first quarter of 2011, the relevant facts to the business were:

  • 1/6/2011 Closing of the securitization operation and contracting of 133 million Euros in credit lines
  • 1/8/2011 Announcement of the conditions of the 133 million Euros in credit lines
  • 2/3/2011 Request for a notice of the General Meeting, with the inclusion of proposal for a capital increase of up to 225M€ through the emission of preferred shares with no voting right and a 5% priority dividend
  • 3/2/2011 Sale of the operation in the UK

Until the publication of this report the following facts have occurred with impact on the results evolution:

4/6/2011 Resolutions of the 2011 General Meeting – the up to 225M€ capital increase proposal was approved

  • 3. Management report
  • 3.1. Consolidated Performance

During the first quarter of 2011 (1Q11), Inapa consolidated Sales grew 12.2% compared to 2010, reaching 266.3 million Euros. Complementary business has maintained the trend, with a 19% growth and representing 21.5 millions in sales, 8.1% of the Group sales (7.6% in 2010).

Chart 2_ Developments of the Paper, Packaging and Visual Communication Business
Million euros 1T11 1T10
Sales Weight Δ 10/09 Sales Weight
Paper 243,6 91,5% 11,1% 219,3 92,4%
Complementary business 21,5 8,1% 18,8% 18,1 7,6%
Packaging1 9,2 3,5% 22,4% 7,5 3,2%
Visual communication2 6,9 2,6% 30,8% 5,3 2,2%
Others3 6,5 2,4% 9,5% 5,9 2,5%
Total 266,3 100% 12,2% 237,3 100%

Note: Sales excluding s ervices (1) Packaging companies of Germany and France (2) Company in Germany (3) Cros s-s elling with the paper bus ines s (office and graphic supplies )

The first quarter was marked by a significant increase on the cost of the raw materials and, consequently, by an increase of the cost of paper that in parallel with the increase in competitive pressure, on the main geographies where the Group operates, determined the delay to end of March and beginning of April of paper price announcements. This positive effect on margin will only be felt on the next quarter, what explains the gross margin decrease of 0.9 percentage points, to 17.4%.

Besides the difficult market context, re-EBITDA grew 4.9% to 8.6 million Euros, representing 3.2% of sales. The management of the operational costs and the complementary business growth, which already accounts for 11% of consolidated EBITDA, sustained this growth on the Re-EBITDA.

Operational results (EBIT) grew 8.1% to 6.8 million Euros, representing 1.8% of sales, which compares favorably with the sector benchmark.

Financial results, due to worsening of credit conditions, increased 27% to 5.1 million Euros.

In 1Q11, consolidated net income grew 4.0% relatively to 2010, to 1.54 million Euros.

Working capital increased 3.2% compared with the end of 2010, a value below the growth of the turnover. This evolution is mainly explained by improvements in stock management and in client receivable in some markets.

At March 31st 2011 Inapa net debt stood at 424.6 million Euros, a 9.4 million Euros reduction relatively to the end of 2010, explained by the improvements in working capital management.

Debt ratio (Net debt / Re-EBITDA), when compared with the first quarter of 2010, improved from 12.6x to 12.3x.

3.2. Performance of the Group Business Areas

In volume, sales during the first quarter grew 5.2% relatively to 2010, from 232 thousand to 244 thousand tons. In value and including cross-selling, sales achieved 253 million Euros, a 12% increase. The average paper price increase, comparing with similar period of 2010, the growth of the main market where Inapa operates, together with the improvement of the Group market position and the cross-selling growth in the paper business explain the positive evolution.

Continuing the trend that has been registered in the market since April/May of the previous year, average price per ton increase 59€ comparing with the first quarter of 2010, to 1,011€.

The Group market share in 1Q11 was 20.0%, a 1.1 percentage points improvement relatively to the previous year. EBIX acquisition (that in the first half of 2010 did not impact Group accounts) contributed this improvement, more than doubling the Group position in the Spanish market.

Cross-selling in the paper business (namely the sale and graphic and Office supplies) maintained the trend it has been registering, increasing 9% to 6.5 million Euros.

Gross margin reduced in 0.9 percentage points to 16.2%, as a result of a higher competitive pressure in the paper merchant market across Europe, which has determined the delay of price increases, as has been referred above.

Operational results (EBIT) in the paper business increased 13% to 4.6 million Euros, representing 1.8% of sales.

PACKAGING

Packaging business registered a strong growth in the 1Q11, 22% relatively to 2010, with Sales of 9.2 million Euros, maintaining the trend of previous year.

Gross margin decreased 3.1 percentage points relatively to 2010. Besides this effect, operational results (EBIT) grew 6% to 0.5 million Euros, representing 5.6% of sales reflecting the scale efficiency gains.

VISUAL COMMUNICATION

Visual communication is the business area with the highest growth in 1Q11, 31% when compared with 2010, with 6.9 million Euros of sales. Digital printing has registered a strong growth due to the innovation introduced in the market that has speed up the change from offset technologies.

Operational costs have grew significantly less than sales, what explains the 188% growth of operational results (EBIT) to 0.3 million Euros, representing 4.5% of sales (2.0% in 2010).

3.3. Market analysis

Inapa has been focusing its operations in the paper distribution business in 5 key markets (core 5): Germany, France, Switzerland, Portugal and Spain, and is leader in the distribution of paper in the office segment in Belgium and Luxembourg. In the first two months of 2011, according to

Chart 3_Evolution of volumes in Inapa core 5 (until March 2011)
Thousand tons Volume
2011 2010 Δ 11/10
Germany 746,5 743,5 0,4%
France 238,6 240,8 -0,9%
Switzerland 83,1 85,3 -2,7%
Portugal 26,2 27,3 -4,0%
Spain 105,4 118,3 -12,2%
Core 5 1199,8 1215,1 -1,3%

Source: Eugropa

Eugropa data, the growth trend was not the same in all markets. Germany had a growth of volumes of 0.4%. France had a slight volume decrease of 0.9%. Switzerland and Portugal have decreased 2.7 and 4.0% respectively. In Spain it was recorded a 12.2% drop on sales volumes. Globally, the five main markets have decreased 1.3% its volume levels.

Inapa's geographical presence, spread over Europe and Angola, allows the Group to reduce its exposure to volatility risks of each market and benefit from the growth perspectives in its core markets, especially Germany, France and Switzerland.

3.4. Future Prospects

The expected evolution for the second quarter is based on the increase of prices decided in the end of March, with reflex on generated gross margin, and in volume growth on the main European markets, in line with its economical development.

It is foreseen an increase of average prices due to the already announced price revision that Inapa subsidiaries did, with effects at the end of March and April.

Inapa's main markets (Germany and France represent 77% of the Group's sales), as well as Switzerland (6%), have the highest and most reliable growth estimates in Europe. Therefore, it is reasonable to expect that the paper market will continue to see an increase of volumes in those markets during the second quarter of 2011.

Complementary business should maintain the growth trend, with the consequent weight increase on consolidated sales and results.

3.5. Stock Market

Inapa stock price vs. PSI-20 vs. comparables

During the first quarter of 2011, financial markets have shown a moderate growth, as a reflex of the recovery registered by the main European economies.

Although, Inapa's stock price saw a decline of 17% during 1Q11, from 0.375 Euros to 0.31 Euros, that compares with a 2% drop of the PSI-20.

Unlike other comparable players, Inapa's performance has not followed the paper distribution trend, being influenced by the context of the Portuguese economy and Inapa's high debt levels.

Inapa trading volumes have reduced significantly when compared with the first quarter of 2010, with a 75% volume drop.

Average transaction volume

4. Interim Consolidated Accounts

INAPA - Investimentos, Participações e Gestão, SA

CONSOLIDATED INCOME STATEMENT AS AT MARCH 31, 2011 (Amounts expresses in thousand of Euros)

Notes MARCH 31, 2011 MARCH 31, 2010
Tonnes 243.532 231.557
Sales and service rendered 3 269.239 239.700
Other Income 3 6.910 6.385
Total Income 276.148 246.085
Cost of sales -223.401 -196.673
Changes in stocks - -
Personal costs -19.960 -18.414
Other costs 5 -24.596 -23.061
8.191 7.938
Depreciations and amortizations -1.490 -1.638
Impairment in non current assets - -
Gains / (losses) in associates 408 4
Net financial function 6 -5.149 -4.043
Net profit before Income tax 1.959 2.261
Income tax 15 -317 -679
Net profit / (loss) for the period 1.642 1.582
Attributable to :
Shareholders of the company
Minority interest
1.540
102
1.479
103
Earnings per share of continued operations - €
Basic
Diluted
0,011
0,011
0,011
0,011

COMPREHENSIVE INCOME STATEMENT AS AT MARCH 31, 2011 (Amounts expresses in thousand of Euros)

MARCH 31, 2011 MARCH 31, 2010
Net profit for the period before minority interest 1.642 1.582
Available-for-sale financial assets carried at fair value - -
Exchange differences on translating foreign operations -1.399 547
Earnings directly recognised in equity -1.399 547
Total comprehensive income for the period 244 2.129
Attributable to :
Shareholders of the company 142 2.026
Minority interest 102 103
244 2.129

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011 AND DECEMBER 31, 2010

(Amounts expressed in thousand euros)

Notes March 31, 2011 December 31, 2010
ASSETS
Non-current assets
Tangible fixed assets 97.429 99.180
Goodwill 139.572 139.661
Other intangible assets 111.721 111.570
Investment in associate companies 1.076 1.068
Available-for-sale financial assets 7 673 673
Other non-current assets 18.178 21.833
Deferred tax assets 15 21.028 20.994
Total non-current assets 389.677 394.979
CURRENT ASSETS
Inventories 76.676 79.298
Trade receivables 204.461 197.322
Tax to be recovered 5.828 6.422
Other current assets 38.019 45.697
Cash and cash-equivalents 7.890 16.573
Total current assets 332.874 345.311
Total assets 722.551 740.290
SHAREHOLDERS EQUITY
Share capital 150.000 150.000
Own shares - -
Share issue premium 2.937 2.937
Reserves 43.069 44.558
Retained earnings -38.580 -42.335
Net profit for the period 1.540 3.666
158.966 158.826
Minority interests 1.031 1.032
Total shareholders equity 159.998 159.857
LIABILITIES
Non-current liabilities
Loans 13 165.960 157.227
Financing associated to financial assets 13 31.806 32.800
Deferred tax liabilities 15 20.513 20.264
Provisions 1.033 1.202
Liabilities for employee benefits
Other non-current liabilities
3.305
10.247
3.387
10.572
Total non-current liabilities 232.863 225.452
Current liabilities
Loans 13 223.111 248.571
Financing associated to financial assets - -
Suppliers 14 56.359 58.733
Tax liabilities 21.199 15.491
Other current liabilities 14 29.022 32.186
Total current assets 329.691 354.982
Total shareholders equity and liabilities 722.551 740.290

STATEMENT OF SHAREHOLDERS EQUITY AS AT MARCH 31, 2011 AND MARCH 31, 2010

(Amounts expresses in thousand of Euros)

Attributable to shareholders Total
Share Capital Share issuance
premium
Foreign Exchange
Adjustments
Other reserves and
Retained earnings
Total Minority
interest
Shareholders
Equity
BALANCE AS AT JANUARY 1, 2010 150.000 2.937 1.539 -2.962 151.514 1.033 152.547
Total earnings and costs recognized in the period 547 0 547 547
Dividends 0 0 -102 -102
Other changes -16 -16 -2 -18
0 0 547 -16 531 -104 427
Net profit/loss for the year 1.479 1.479 103 1.582
Total profits and losses for the year 0 0 547 1.463 2.010 -1 2.009
BALANCE AS AT MARCH 31, 2010 150.000 2.937 2.086 -1.499 153.524 1.032 154.556
BALANCE AS AT JANUARY 1, 2011 150.000 2.937 5.338 550 158.825 1.032 159.857
Total earnings and costs recognized in the period -1.399 -1.399 -1.399
Dividends 0 -102 -102
Other changes 0 -1 -1
0 0 -1.399 0 -1.399 -103 -1.502
Net profit/loss for the year 1.540 1.540 102 1.642
Total profits and losses for the year 0 0 -1.399 1.540 142 -1 141
BALANCE AS AT MARCH 31, 2010 150.000 2.937 3.940 2.090 158.967 1.031 159.998

CONSOLIDATED CASH FLOW STATEMENT AS AT MARCH 31, 2011

AND MARCH 31, 2010

(Amounts in thousand Euros) - direct method

2011 2010
Notes MARCH 31, 2011 MARCH 31, 2010
Cash flow generated from operating activities
Cash receipts from customers 254.617 260.197
Payments to suppliers -217.819 -191.234
Payments to personnel -21.255 -17.192
Net cash from operational activities 15.543 51.771
Income taxes paid -56 -740
Income taxes received 254 0
Other proceeds relating to operating activity 23.698 24.381
Other payments relating to operating activity -27.133 -59.986
Net cash generated from operating activities 1 12.306 15.426
Cash flow from investing activities
Proceeds from:
Financial investments 673 0
Tangible fixed assets 366 53
Intangible assets 0 1
Interest and similar income
Dividends
71
0
217
-
1.109 271
Payments in respect of:
Financial investments -24 -1.088
Tangible fixed assets -226 -157
Intangible assets -268 -194
Advances from third-party expenses
Loans granted
-
-
-
-18
-519 -1.457
Net cash used in investing activities 2 591 -1.186
Cash flow from financing activities
Proceeds from:
Loans obtained 25.475 19.973
Capital increases, repayments and share premiums
Treasury placements
-
-
0
-
25.475 19.973
Payments in respect of:
Loans obtained -22.742 -22.225
Amortization of financial leases -401 -337
Interest and similar expenses
Dividends
-2.604
-
-3.655
-
-25.748 -26.217
Net cash used in financing activities 3 -273 -6.244
Increase / (decrease) in cash and cash-equivalent 4 = 1 + 2 + 3 12.624 7.996
Effect of exchange differences 690 74
13.313 8.070
Cash and cash-equivalents at the begining of period -105.913 -85.581
Cash and cash-equivalents at the end of period 16 -92.600 -77.511
13.313 8.070

4.1. Notes to the interim consolidated financial statements for the period of three months ended 31 march 2011

(All amounts are expressed in thousands of Euros, unless otherwise specified)

1. INTRODUCTION

Inapa - Investimentos, Participações e Gestão, S.A. ("Inapa IPG") is the parent company of the Inapa Group and its statutory business purpose is to hold and manage property holdings and other assets, holding shares in other companies, operate commercial establishments and industrial plant, either held for own account or for the account of third parties, and to assist companies in which it is a shareholder. Inapa IPG is listed on the Euronext Lisbon.

Head Office: Rua Castilho nº44 3º, 1250-071 Lisbon, Portugal Share capital: 150.000.000 Euros N.I.P.C. (Corporate Tax Identification Number): 500 137 994

The Group comprises a "sub-holding" company (Gestinapa - SGPS, S.A.), which purpose is to directly hold all stakes in companies operating in Paper Merchanting.

As a result of its development and internationalisation plan, the Inapa Group holds shares in the paper merchanting sector in several European countries, specifically (i) Inapa Deutschland, GmbH headquartered in Germany, which holds stakes in Papier Union, GmbH, which, in turn is the controlling shareholder of Inapa Packaging, GmbH, Inapa VisualCom GmbH, and PMF-Factoring, GmbH, all of which are incorporated in the same country, (ii) Inapa France, SA and subsidiary companies, operating in France and Belux, (iii) Inapa Switzerland, a subsidiary controlled directly and indirectly through Inapa Deutschland, GmbH, which operates in the Swiss market, (iv) Inapa Portugal – Distribuição de Papel, SA, the Portuguese company of the Group which has a stake in Inapa Angola- Distribuição de Papel,SA, (v) Inapa España Distribución Ibérica, SA, operating in Spain, which has a stake in Surpapel SL (a company that markets paper). The subsidiary Inapa Packaging, GmbH, in turn has two companies selling packaging material, namely Hennessen & Potthoff, GmbH and HTL - Verpackung, GmbH, respectively.

These consolidated financial statements were approved by Inapa-IPG's Board of Directors of 28 April 2011.

2. ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements of the Inapa Group were prepared under the assumption that it will continue to operate and are based on the accounting books and records of the companies which comprise the Group. On the other hand, the interim financial statements for the three months ending 31 March 2011 were prepared in compliance with the provisions of IAS 34 – Interim Financial Reporting and are published in conjunction with condensed Notes thereto, on account of which they are to be perused in conjunction with the annual consolidated financial statements reported to financial year ended 31 December 2010.

The consolidated financial statements of the Inapa Group are also prepared in compliance with the International Financial Reporting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB) subject to the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or its former representative, the Standing Interpretations Committee (SIC), as endorsed in the European Union.

Accounting policies

The accounting policies applied in compiling these interim consolidated financial statements are consistent with the policies adopted by the Inapa Group in preparing its annual consolidated financial statements reported to the financial year ended 31 December 2010 and are detailed in the Notes to those financial statements.

Estimates and material errors

No material errors or significant changes to accounting estimates relative to prior periods were recognised during the course of this period of three months ended 31 March 2011.

3. SALES AND SERVICE RENDERED AND OTHER INCOME

Sales and services rendered during the three months to 31 March 2011 and 31 March 2010 break down as follows:

31 March 2011 31 March 2010
Domestic market
Sales of merchandise and Other products 15.583 15.001
Service rendered 145 383
15.728 15.384
Exports
Sales of merchandise and Other products 250.754 222.328
Service rendered 2.757 1.988
253.511 224.316
Total 269.239 239.700

As at 31 March 2011 and 2010, Other income balance break down as follows:

31 March 2011 31 March 2010
Supplementary income 148 100
Net cash discounts 3.276 2.767
Other income 3.486 3.518
6.909 6.385

4. OPERATING SEGMENTS

Reporting per business segment is broken down per the Group's identified business segments, namely paper merchanting that includes factoring, packaging and visual communication product distribution. The column titled "Other activities" includes balances reported by the holding companies which are not allocated to any of the remaining identified segments.

Results obtained for each segment report correspond to those which are directly attributable to those business operations or that may be reasonably attributed thereto. Inter-business segment transfers are processed at market prices and are not deemed to be of material relevance.

As at 31 March 2011 and 2010, financial data per operating segment break down as follows:

31 March 2011 31 March 2010
Paper
Merchanting
Packaging Visual
Communication
Other
Activities
Consoliida.
Adjustments
Consolidated
Total
Paper
Merchanting
Visual
Packaging Communication Activities
Other Adjustments Consoliida. Consolidated
Total
REVENUES
External Sales 251.241 8.698 6.393 4 - 266.337 225.164 7.141 4.910 114 - 237.329
Inter-segment sales 208 500 544 - -1.252 - 87 374 394 - -855 -
Other revenues 9.537 75 163 37 - 9.811 8.360 65 123 207 - 8.756
Total revenues 260.986 9.273 7.100 41 -1.252 276.148 233.611 7.580 5.427 322 -855 246.085
RESULTS
Segment results 6.492 509 336 -799 162 6.701 4.965 475 118 809 -67 6.300
Operating results 6.701 6.300
Financial costs -2.872 -66 -67 -3.236 874 -5.367 -1.976 -58 -61 -3.123 740 -4.477
Financial income 805 1 1 504 -1.093 218 603 3 2 500 -675 434
Tax - - - - - -317 - - - - - -679
Net income from regular operations 1.234 1.578
Gains / (losses) in associate companies 408 4
Results from discontinued operations 0 0
Net profit for the period 1.642 1.582
Attributable to:
Shareholders 1.540 1.479
Minority interest 102 103

As at 31 March 2011 and 2010, paper sales per country where the Group operates were broken down as follows:

Sales
31 March 2011 31 March 2010
Germany 125.836 115.970
France 64.284 58.297
Portugal 15.131 15.076
Others 45.990 35.821
251.241 225.164

5. OTHER COSTS

As at the end of the six month period to 31 March 2011 and 31 March 2010, the Other costs break down as follows:

31 March 2011 31 March 2010
General and Administrative expenses 22.324 19.567
Indirect taxes 915 814
Other costs 449 1.259
Impairment to current assets 908 1.421
24.596 23.061

6. FINANCIAL FUNCTION

As at the end of the three months to 31 March 2011 and 31 March 2010, financial function was broken down as follows:

31 March 2011 31 March 2010
Financial income
Interest received 63 338
Favourable FX differences 38 2
Other financial income and profits 117 93
218 433
Financial costs
Interest paid -1.779 -2.175
Unfavourable FX differences -74 -
Other financial losses and costs -3.514 -2.301
-5.367 -4.476
Net financial results -5.149 -4.043

7. AVAILABLE-FOR-SALE FINANCIAL ASSETS

As at 31 March 2011 and 31 December 2010, Available-for-sale financial assets were broken down as follows:

31 March 2011 31 December 2010
BANIF - Unida des de participações em fundos
de investimentos
628 628
Other financial assets 45 45
673 673

Changes in Available-for-sale financial assets during three month period to 31 March 2011 and year 2010 were as follows:

Opening balance as at 1 January 2009 9.294
Acquisitions 4
Disposals -8.625
Changes in fair value 0
Closing balance as at 31 December 2009 673
Acquisitions 1
Disposals -
Changes in fair value -1
Closing balance as at 30 September 2010 673

8. COMPANIES INCLUDED IN THE CONSOLIDATED ACCOUNTS

As at 31 March 2011, the following subsidiary companies were consolidated on a full consolidation basis:

Subsidiary
company name
Head Office % Group
holdings
Business
operation
Direct holding
company
Date of
incorporation
Gestinapa - SGPS,
SA
Rua Castilho, 44-3º
1250-071 Lisbon
100.00 SGPS Inapa – IPG, SA June 1992
Inapa-Portugal,
SA
Rua das Cerejeiras,
nº 5, Vale Flores
São Pedro de
Penaferrim
2710 Sintra
99.75 Paper
Merchanting
Gestinapa -
SGPS, SA
1988
Inapa Distribución
Ibérica, SA
c/ Delco
Polígono Industrial
Ciudad del
Automóvil
28914 Leganés,
Madrid
100.00 Paper
Merchanting
Gestinapa
SGPS, SA
December 1998
Inapa France, SA 91813 Corbeil
Essones
Cedex
France
100.00 Paper
Merchanting
Inapa – IPG, SA May 1998
Logistipack –
Carton
Services,SA
14, Impasse aux
Moines
91410 Dourdon
France
100.00 Packaging Inapa France, SA January 2008
Inapa Belgique Vaucampslan, 30
1654 Huizingen
Belgium
99.94 Paper
Merchanting
Inapa-France, SA May 1998
Inapa Luxemburg 211, Rue des
Romains. L.
8005 Bertrange
Luxemburg
97.75 Paper
Merchanting
Inapa Belgique Maio 1998
Inapa
Deutschland,
GmbH
Warburgstraβ, 28
20354 Hamburgo
Germany
100.00 Holding Gestinapa
SGPS, SA
April 2000
Subsidiary % Group Business Direct holding Date of
company name Head Office holdings operation company incorporation
PMF- Print Medien
Factoring , GmbH
Warburgstraβ, 28
20354 Hamburgo
Germany
94.90 Factoring Papier Union,
GmbH
September 2005
Inapa Packaging,
GmbH
Warburgstraβ, 28
20354 Hamburgo
Germany
94.90 Holding Papier Union,
GmbH
2006
HTL Verpackung,
GmbH
Werner-von
Siemens
Str 4-6 21629 Neu
Wulmstrof
Germany
94.90 Packaging Inapa Packaging,
GmbH
January 2006
Hennessen &
Potthoff, GmbH
Tempelsweg 22
Tonisvorst
Germany
94.90 Packaging Inapa
Packaging,
GmbH
January 2006
Inapa Viscom,
GmbH
Warburgstraβ, 28
20354 Hamburgo
Germany
100.00 Holding Papier Union,
GmbH
January 2008
Complott Papier
Union, GmbH
Industriestrasse
40822 Mettmann
Germany
100.00 Visual
Communicati
on
Inapa VisCom,
GmbH
January 2008
Inapa – Merchants,
Holding, Ltd
Torrington House,
811 High Road
Finchley N12 8JW
United Kingdom
100.00 Holding Gestinapa –
SGPS ,SA
1995
Inapa Suisse Althardstrasse 301
8105
Regensdorf –
Switzerland
100.00 Paper
Merchanting
Inapa-IPG,SA e
Papier Union,
GmbH
May 1998
Edições Inapa, Lda Rua Castilho 44- 3º
1250-071 Lisbon
100,00 Editorial Inapa-IPG,SA e
Gestinapa,
SGPS,SA
November 2009
Inapa Angola –
Distribuição de
Papel, SA
Rua Amílcar Cabral
nº 211
Edifício Amílcar
Cabral nº 8º
Luanda - Angola
100.00 Paper
Merchanting
Inapa Portugal,
SA
December 2009

All balances and transactions with subsidiary companies were eliminated in consolidation process.

Since January 2011, MDE S.A. was integrated in Logistipack – Carton Services, SA.

Tavistock Paper Sales, Ltd was sold in March 2nd 2011, so it was not included in the first quarter financial statements.

The following company was consolidated per the equity method in the consolidated financial statements and is reported under Holdings in associated companies:

Associate company name Shareholding company % Holding
Surpapel, SL Inapa España Distribuicíon Ibérica, SA 25.00

9. COMPANIES EXCLUDED FROM THE CONSOLIDATED ACCOUNTS

Holdings in the companies listed in the following table were not consolidated on a full consolidation basis. The impact of their exclusion is deemed to be materially irrelevant. Megapapier was not consolidated on a full consolidation basis due to the fact that the Group intends to liquidate it and it was valued at nil.

Company name Head Office Direct Shareholder % holdings
Megapapier - Mafipa
Netherland BV
PO Box 1097
3430 BB Nieuwegein
Holand
Inapa France, SA 100%
Inapa Logistics Warburgstrasse,28
20354 Hamburg
Germany
Papier Union, GmbH 100%
Inapa Vertriebsgesellschaft
GmbH
Warburgstrasse,28
20354 Hamburg
Germany
Papier Union, GmbH 100%

10. CASH AND CASH-EQUIVALENT

The balance of Cash and cash-equivalent was broken down as follows:

31 March 2011 31 December 2010 31 March 2010
Cash and cash-equivalent
Banks 7.722 16.397 10.628
Cash 167 176 251
7.890 16.573 10.879

Cash-flow Statement

For purposes of reconciliation to the Cash Flow Statement, Cash and cash-equivalent items are broken down as follows:

31 March 2011 31 December 2010 31 March 2010
Cash and cash-equivalent
Banks 7.722 16.397 10.628
Cas h 167 176 251
Cash and cash-equivalent per balance sheet 7.890 16.573 10.879
Bank overdrafts -100.489 -121.858 -88.390
Cash and Cas-equivalent per Cash-Flow statement -92.600 -105.285 -77.511

The balance of Bank overdrafts includes creditor balances held on current accounts with financial institutions included in the balance of Loans (Note 13).

11. TRADE RECEIVABLES AND OTHER CURRENT ASSETS

As at 31 March 2011 and 31 March 2010, Trade receivable was broken down as follows:

31 March 2011 31 March 2010
Trade receivables
Trade receivables -Current account 189.691 184.975
Trade receivables -Bills receivable 13.845 11.359
Doubtful debt 12.186 11.754
215.722 208.088
Cumulative impairment losses -11.261 -10.766
Trade receivebles - net balance 204.461 197.322

As at 31 March 2011 and 31 December 2010, the balance of Other current assets was broken down as follows:

31 March 2011 31 December 2010
Other current assets
Associate companies 47 48
Advances to suppliers 668 486
Other debtors 21.887 17.548
Accrued income 12.040 25.489
Deferred costs 3.378 2.125
38.019 45.696

12. SHARE CAPITAL

As at 31 March 2011, share capital was represented by 150,000,000 fully subscribed and realised bearer shares of 1.00 Euro each.

In compliance with the provisions of Articles 16 and 248 - B of the Securities Market Code and CMVM (the Portuguese Securities Market Commission) Regulation no. 5 / 2008, Inapa – Investimentos, Participações e Gestão, SA, was duly notified of the following qualified holdings of its shares by other companies or individuals:

  • Parpública Participações Públicas, SGPS, SA, which held 49,084,738 shares corresponding 32.72% of its share capital and respective voting rights;
  • Banco Comercial Português, SA, which held 27,391,047 shares corresponding 18.26% of its share capital and respective voting rights (*), and;
  • José Augusto Martins Fazendeiro, which held 5,188,305 shares corresponding to 3.46% of its share capital and respective voting rights (**).

In compliance with the aforementioned applicable legislation and regulations, the Company was neither notified of any changes to the aforementioned holdings nor of any other holdings of other shareholders to whom voting rights equal to or greater than 2% of share capital may have accrued.

Notes:

(*) The holdings of Banco Comercial Português, SA, are broken down as follows:

  • − Banco Comercial Português, SA ……… 10,315,846 shares corresponding to 6.88% of voting rights;
  • − Fundo de Pensões do Grupo BCP …… 16,521,635 shares corresponding to 11.01% of voting rights;
  • − Banco Millennium BCP investimento, SA ….. 553,566 shares corresponding to 0.37% of voting rights.

(**)The holdings of José Augusto Martins Fazendeiro are broken down as follows:

  • − José Augusto Martins Fazendeiro …… 5,138,305 shares corresponding to 3.43% of voting rights;
  • − Albano R.N. Alves Distribuição de Papel, SA …… 50,000 shares corresponding to 0.03% of voting rights.

As at 31 March 2011, the Group did not hold own shares and no transactions involving own shares were recorded during the nine-month period under analysis.

13. LOANS

As at 31 March 2011 and 31 December 2010, Loans balance was broken as follows:

30 March 2011 31 December 2010
Current debt
° Bank loans
° Bank overdrafts and short-term bridging finance
° Commercial paper, redeemable at face value,
100.489 121.858
with maturity date less than 12 months, renewable
° Medium-and-long term credit facilities
110.000 113.000
(balance outstanding maturing in less than 12 month) 9.854 12.081
° Other current financial loans 2.767 1.632
Total current debt 223.110 248.571
Non- current debt
° Bank loans
° Medium and long-term financial instruments 107.331 106.520
° Other loans 58.629 50.707
165.960 157.227
° Financing associated to finantial assets - securitisation 31.806 32.800
Total non-current debt 197.765 190.027
420.876 438.598

As at 31 March 2011 and 31 December 2010, the net balance of consolidated financial debt is broken down as follows:

31 March 2011 31 December 2010
Loans
Current 223.110 248.571
Non-current 165.960 157.227
389.070 405.798
Loans associated to financial assets - securitization 31.806 32.800
Financial l eases debt 11.605 11.943
432.481 450.541
Cash and cash-equivalents 7.890 16.573
Negotiatable financial assets (li sted s ecuri ties) - -
Avail able-for-sale financial assets (lis ted s ecurities) - -
7.890 16.573
424.591 433.968

14. SUPPLIERS AND OTHER CURRENT LIABILITIES

As at 31 March 2011 and 31 December 2010, the balances of Suppliers and of Other current liabilities were broken down as follows:

31 March 2011 31 December 2010
Suppliers
Suppliers on current account 49.350 54.972
Trade bills account 0 0
Invoices pending reconciliation 7.009 3.761
56.359 58.733
Other current liabilities
Advances from clients 1.373 1.220
Fixed assets suppliers 1.358 1.371
Other creditors 14.135 16.513
Accruals and deferred items 12.157 13.081
29.023 32.185

15. INCOME TAX

The amount of taxes in the Interim Consolidated Income Statement for the three months to 31 March 2011, amounting to a total of 317 thousand Euros, equates to the liability for current income tax for the half-year period in the amount of 103 thousand Euros plus the balance of changes in deferred tax, amounting to 214 thousand Euros.

The differential between the nominal tax rate (average rate of 30%) and the effective company income tax rate (IRC company tax) for the Group, as at 31 March 2011, is detailed in the following table:

31 March 2011
Net income before tax 1.960
Nominal company tax rate 30%
-595
Income tax -317
-278
Alteration in tax rates 129
FX differences 44
Other 104
278

Deferred tax

All instances where future taxation due may come to be significantly impacted are reported in the financial statements as at 31 March 2011 and 30 December 2010.

The following table reports changes in deferred tax assets and liabilities during the three months to 31 March 2011 and the financial year ended 31 December 2010:

01-01-2010 Changes in
consolidation
perimeter
Fair value
reserves and
other reserves
Net profit for
the period
30-09-2010
Deferred tax assets
Taxable provisions 53 - - 0 53
Reportable tax losses 17.848 - - -82 17.766
Others 3.093 - - 116 3.209
20.994 - - 34 21.028
Deferred tax liabilities
Fixed assets revaluation -8.142 - - 12 -8.130
Depreciation -11.363 - - -277 -11.640
Others -759 - - 16 -744
-20.264 - - -249 -20.513
Net deferred tax 730 - - -214 516
01-01-2009 Changes to the
consolidation
perimeter
Fair value
reserves and
other reserves
Net profit for
the period
31-12-2009
Deferred tax assets
Taxable provisions 54 - - -1 53
Reportable tax losses 18.524 - - -676 17.848
Others 3.796 - - -703 3.093
22.374 - - -1.380 20.994
Deferred tax liabilities
Fixed assets revaluation -8.022 - - -120 -8.142
Depreciation -10.059 - - -1.304 -11.363
Others -807 - - 48 -759
-18.888 - - -1.376 -20.264
Net deferred tax 3.486 - - -2.757 730

Deferred tax assets are recognised for tax losses insofar as the use of their respective fiscal benefits is likely due to expected future taxable profits. The Group recognised a balance of 17,765 thousand Euros in deferred tax assets reported to tax losses which may come to be deducted from future taxable profits, as detailed in the following Table:

Company name Deferred tax balance Due date
Inapa France 9.067 unlimited
Inapa Distribución Ibérica 4.664 2018-2024
Portuguese group companies 2.152 2013-2015
Inapa Suisse 103
Inapa Bélgique 1.624 unlimited
Outros 155
17.765

16. CONTINGENT LIABILITIES

On 1 August 2007, Papelaria Fernandes – Indústria e Comércio, SA filed a suit against Inapa – Investimentos, Participações e Gestão, SA and its subsidiaries Inaprest – Prestação de Serviços, Participações e Gestão, SA (a liquidated company) and Inapa Portugal – Distribuição de Papel, SA, petitioning the Court to, in short:

  • Annul the following acts:
  • The signature of a Mercantile Notarial Bond, in June 2006, which was pledged as a counter-guarantee to letters of comfort issued by Inapa – Investimentos, Participações e Gestão, SA as security for credit facilities granted to that company by Banco Espírito Santo and Caixa Central de Crédito Agrícola Mútuo;
  • The effectiveness of certain transactions processed in 1991 for purposes of concentrating paper merchanting business in SDP (currently Inapa Portugal) and envelop production and sales business in Papelaria Fernandes;
  • The purchase of the holdings of Papelaria Fernandes in the share capital of SDP (currently Inapa Portugal), in 1994; and
  • The credit compensation arrangements agreed to by Papelaria Fernandes and Inaprest, also in 1994.
  • Find Inapa guilty and sentence it to:
  • Continue to honour the letters of comfort issued in favour of Banco Espírito Santo and Caixa Central de Crédito Agrícola Mútuo;
  • Indemnify Papelaria Fernandes in the event of the aforementioned notarial bond being realised by the beneficiaries as a counter-guarantee to the said letters of comfort.

Since then, Papelaria Fernandes – Industria e Comércio, SA, has fully repaid the credit facilities obtained from Banco Espírito Santo and Caixa Central de Crédito Agrícola Mútuo, on account of which:

  • The letters of comfort issued by Inapa IPG have ceased to serve their original purpose and have since been released by their respective beneficiaries;
  • The Company has consequently notified Papelaria Fernandes Indústria e Comércio, SA that the terms and conditions of the mercantile notarial bond it had issued in its favour no longer applied, constituting due cause for cancellation thereof.

The legal suit, which has been valued at 24,460 thousand Euros, was contested by Inapa - IPG and by its subsidiary Inapa Portugal – Distribuição de Papel, SA, and is pending decision by the Court on the effects of the dissolution / liquidation of Inaprest – Prestação de Serviços, Participações e Gestão, SA. The Group believes that no financial impact will arise from such decision and, therefore, has not raised provisions on that account.

17. SUBSEQUENT EVENTS

After 31 March 2011, Inapa General Meeting was held (April 6th 2011) where it was resolved:

• Approve the Management Report, Balance Sheet and the Individual and Consolidated Accounts of 2010;

  • Approve the application of 2010 results to retained earnings;
  • Approve a vote of confidence to the Board of Directors and Audit Committee;
  • Ratify the cooptation Administrator Eduardo Espinar for a vacancy in the Audit Committee;
  • Approve the declaration relative to the remuneration policy of the governing bodies;

• Approve the conversion of all shares representative of Inapa share capital into no face value shares;

• Authorize the Board to increase the capital up to two hundred twenty-five million Euros by issuing preference shares with no voting right and a priority dividend of 5%.

- : - : - : - : - : - : -

  • 5. Mandatory Information
  • 5.1. Shares Held by Governing Bodies

Stakes held in the company by members of the Board of Directors and Statutory Auditor, in compliance with paragraph a) no. 1 of article 9.º of the CMVM Regulation no. 5/2008.

Board of Directors

Name Number of Voting
shares rights
Álvaro João Pinto Correia 0 0%
José Manuel Félix Morgado 563 631 0,38%
António José Gomes da Silva Albuquerque 0 0%
Jorge Manuel Viana de Azevedo Pinto Bravo 0 0%
Arndt Klippgen 0 0%
Emídio de Jesus Maria 0 0%
Acácio Jaime Liberado Mota Piloto 0 0%
Eduardo Fernández-Espinar 200 000 0,13%
held by entities contemplated in no. 2 of
articule 447.º of Portuguese Commercial
Companies Code 100 000 0,07%

Revisor Oficial de Contas

Nome Number of Voting
shares rights
PricewaterhouseCoopers & Associados, SROC, Lda, 0 0%
represented by:
- Ricardo Filipe de Frias Pinheiro – Current
Auditor
José Manuel Henriques Bernardo, Substitute 0 0%
Auditor

5.2. Managerial Transactions

In compliance with the content of paragraph a) no. 1 of article 9 of the CMVM Regulation no. 5/2008, Inapa informs that during 2011 there were no transactions registered by any of its Governing Bodies members.

5.3. Statement of conformity

In compliance with the content of nº 1, Paragraph c) of Article 246 of CVM, the members of the Board of Directors of Inapa – Investimentos, Participações e Gestão ,SA hereby declare that, to the best of their knowledge, the information contained in the abridged consolidated financial statements reported to the six months to 30 June 2009 were elaborated in full conformance with the applicable accounting principles, providing a true and appropriate reflection of the assets and liabilities, financial standing, and results of the Company and its subsidiary and associate companies included in its consolidation perimeter and that its Interim Directors' Report faithfully reports on the performance of its statutory business and the set of companies included in its consolidated financial statements.

Lisbon, 28 April 2011

Álvaro João Pinto Correia Chairman of the Board of Directors

José Manuel Félix Morgado Vice-Chairman and President of the Executive Committee of the Board of Directors

Arndt Klippgen Director and member of the Executive Committee of the Board of Directors

António José Gomes da Silva Albuquerque Director and member of the Executive Committee of the Board of Directors

Jorge Manuel Viana de Azevedo Pinto Bravo Director and member of the Executive Committee of the Board of Directors

Emídio de Jesus Maria Director and President of the Audit Committee

Acácio Jaime Liberado Mota Piloto Director and member of the Audit Committee

Eduardo Fernández-Espinar

Director and member of the Audit Committee

6. Additional information

WARNING

This document contains information and future estimates based on current expectations and management opinions deemed reasonable. Future estimates must not be considered consolidated facts and are subject to several unpredictable factors that may have an impact on future results.

Despite the fact that said estimates represent current expectations, investors, analysts and all those who may make use of this document are warned that future information is subject to uncertain factors and risks, of which many are difficult to forecast. All readers are warned not to attribute inappropriate importance to future estimates and information. We exempt ourselves of any responsibilities concerning any future estimates or information.

Report available on Inapa's website www.inapa.pt

Investor Relations Hugo Rua [email protected] Phone: +351 213 823 007

Inapa is admitted to trading on the Euronext Stock Exchange. Information about the company may be checked under the ticker "INA".

Inapa – Investimentos, Participações e Gestão, SA Rua Castilho, 44, 3º 1250-071 Lisbon Portugal

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