directors’ -...
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DIRECTORS’ REPORT 1st Semester 2013
1º SEMESTRE 2013
INDEX
INTRODUCTION .............................................................................................................................. 3
GROUP’S ACTIVITY ........................................................................................................................ 7
FINANCIAL REVIEW ...................................................................................................................... 10
SECOND SEMESTER 2013 OUTLOOK ........................................................................................... 13
CORPORATE GOVERNANCE ........................................................................................................ 14
LEGAL MATTERS .......................................................................................................................... 15
DECLARATION OF RESPONSIBILITY ............................................................................................ 17
CLOSING REMARKS ..................................................................................................................... 17
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DIRECTORS’ REPORT 1st Semester 2013
1º SEMESTRE 2013
To the Shareholders
Pursuant to the legal requirements, the Board of Directors of Altri, S.G.P.S., S.A. (‘Altri’) hereby presents its
Directors’ Report for the first semester of 2013.
INTRODUCTION
Altri was incorporated as of March 2005, as a result of Cofina’s demerger. Altri is a reference European producer of
bleached eucalyptus pulp and is a listed company included in NYSE Euronext Lisbon, integrating the PSI 20
(Portuguese Stock Index), the benchmark stock market index. In addition to pulp production, the company is also
present in electric energy from forest renewable sources, namely industrial cogeneration, black liquor and biomass.
The forestry strategy is based on full use of all the components provided by the forest: pulp, black liquor and forest
wastes.
Over the past years, Altri invested in Portugal about 465 million Euro, mainly on Celbi and Celtejo unities. Currently, Altri owns three pulp mills in Portugal with a total capacity of 910,000 tons/year of bleached eucalyptus pulp in 2012. The company has an ongoing series of small projects to optimize operating efficiency which will increase production capacity in the medium term.
Currently, Altri manages over 84,000 hectares of forest in Portugal. The company obtained certification from the Forest Stewardship Council® (FSC®)1 and Programme for the Endorsement of Forest Certification (PEFC), two of the most worldwide acknowledged certification entities.
Altri’s industrial strategy implementation is based on integrated forest management in Portugal. This model is based
on forest optimization, ensuring a full recovery of all its components. Thus, the eucalyptus is processed in Altri mills,
producing pulp and power (cogeneration). The bark, the branches and forest waste are used to produce electric
energy from biomass.
Until June 2008, Altri had another industrial activity through the F. Ramada, which was devoted to retail steel and development of industrial solutions for storage systems. In June 2008 took place the split of the F. Ramada. The strategic rationale of this operation lies in focusing exclusively Altri on their core business, forest management and production of pulp.
Since the beginning of its activity Altri carried out various acquisitions (Celtejo in 2005 and in 2006 Celbi) that allowed Altri to reinforce its position in its operating markets and by the development of a set of expansion activity projects.
For a better valuation of forest resources, Altri acquired in 2005, 50% of EDP Produção - Bioeléctrica, S.A., for, in partnership with EDP, producing electricity from forest biomass. This company is leader in its market segment with a share licenses to the production of electricity by forest biomass of 50%.
1 FSC-C004615
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Altri’s structure as of 30 June 2013 is as follows:
* Joint venture with EDP
EDP Bioeléctrica
Biomass
50%* 99.83%
Celbi Pulp mill
100%
Celtejo Pulp mill
100%
Caima Pulp mill
Altri Florestal Forest
management
100%
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STOCK EXCHANGE EVOLUTION
(Note: in order to enable a better comparison of the stock fluctuations, the PSI 20 index has been considered as
being equal in value to the opening price of the shares in question.)
Altri’s share price closed the first six months of 2013 at 1.87 Euro per share, representing an appreciation of 18% over the end of 2012. The market capitalization at the end of that period was 383.6 million Euro. During the first semester of 2013, Altri’s shares were traded between a 2.038 Euro per share high and a 1.64 Euro per share low. In total, 44.98 million Altri shares were traded in that period, corresponding to 22% of the issued capital. The main events that characterized the evolution of the Company’s shares during the first semester of 2013 can be
described chronologically as follows:
0.50
0.60
0.70
0.80
0.90
1.00
1.10
1.20
1.30
1.40
1.50
Stock Exchange Evolution
Altri PSI-20
0.4
0.8
1.2
1.6
2
2.4
Jan/13 Feb/13 Mar/13 Apr/13 May/13 Jun/13
Altri's share price
Altri
7-Mar:Earnings announcement 2012
23-Apr:Dividend payment announcement
18-Apr:Disclosure deliberations GA
8-May:Earnings announcement 1Q13
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On March 7, the Group announced the financial performance of the year 2012, with a consolidated net
profit around 52 million Euro. The consolidated total revenues reached 543 million Euro, representing an
increase of 11.6% compared to 2011. Consolidated EBITDA amounted to 143.1 million Euro, registering an
increase of 26.5% compared to 2011. On that date shares’ closing price reached 1.862 Euro per share;
In a statement made on April 18, Altri informed the market about the deliberations of the General Meeting
held on that date which approved, among others, the proposed distribution of dividends corresponding to
0.025 Euro per share;
On April 23, the Company informed the market that the dividend relating to the 2012 financial year would
be payable as from May 17, 2013;
Through a statement made on May 8, the Group announced the results of the first quarter of 2013. During
this period the consolidated total revenues reached about 145 million Euro, representing an increase of
about 18% over the same period of 2012. The EBITDA reached about 36.3 million Euro, which correspond
to an increase of about 27% over the first quarter of 2012.
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GROUP’S ACTIVITY
With its origin in the reorganization process of Cofina with the purpose of setting into a separate holding the industrial
operations, Altri held until June 1, 2008 the investments in the paper, pulp, steel and storage systems, date
considered for the demerger process the business of steel and storage systems. This reorganization is part of a
focusing and business transparency strategy, aiming at giving greater visibility to each area and increasing market
perception of value.
The main participations where Altri holds the majority of capital are indirectly hold, and are as follows:
- Caima – Indústria de Celulose (Constância), producer and distributor of paper pulp;
- Celbi – Celulose da Beira Industrial, S.A. (Figueira da Foz), producer and distributor of paper pulp;
- Celtejo – Empresa de Celulose do Tejo, S.A. (Vila Velha de Ródão), producer and distributor of paper pulp;
- Altri Florestal (Constância), manager of the Group’s forestry resources.
Moreover, in order to fulfil its energetic needs and expand its activity in a strategic sector, the Group holds a
participation of 50% of the share-capital of EDP Bioeléctrica.
Location of the Group’s mills Location of the centrals of energy production
Caima
12.8 MW
Celtejo
12.8 MW
Mortágua
8.6 MW
Celbi
27.9 MW
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Altri’s complete structure of participation as of June 30, 2013 is as follows:
Pulp market
The first semester of 2013 was characterized by an increase of about 4.7% of total demand for hardwood pulp that amounted to about 14 million tons. It is noted that during the first quarter the demand had fallen 0.3%. Detailing, it turns out that demand grew across all geographies, with China increasing its demand for hardwood pulp on about 11%, while Western Europe had a residual growth of 0.5%. It is interesting to note the growth in North America’s demand, which amounted to 6.4% (PPPC data).
In this semester, the level of deliveries against the installed capacity (shipment-to-capacity ratio) of hardwood pulp of eucalyptus reached 90%. Considering only the month of June 2013, this ratio amounted to 93% (PPPC data).
In terms of final markets, there has been a structural decrease on printing and writing, whose demand has contracted about 1.8% during the first semester of the year. On the other hand, the demand for tissue paper, during the same period, increased about 1.4%, with a special highlight on the North America, with a 2.8% increase (PPPC data).
During the first semester of 2013, the average BEKP pulp market price was about 807 USD / ton, which corresponds to an average price of approximately 611 Euro. At the end of June the market price was 820 USD/ ton (623 EUR / ton).
Caima SGPS
Inflora
Invescaima
Altri Florestal Caima Indústria
Caima Energia
100%100%
100%
Celtejo99,83%
EDP Bioeléctrica45%
Altri, SL
100%
100%
100%
Celbi
Viveiros do Furadouro Celbinave
100%100%
Operfoz
33%
100%
Altri Sales
100%
Altri – Energias
Renováveis
5%
100%
Captaraíz
100%
Pedro Frutícola
99,59%
100%
Altri SGPS
0,13%
0,13%
0,13%
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Market price evolution in BEKP pulp in Europe since 1990 until the end June 2013 (EUR)
Source: Hawkins Wright
In terms of sales, Altri reached a volume record, amounted to about 491,000 tons of pulp, 5% more than the pulp sales made in the same period of 2012. Additionally, in monetary terms, pulp sales amounted to about 246 million Euro, representing approximately 83% of Altri’s total revenue.
In the first semester of 2013, Altri exported about 462,000 tons of pulp, which represented 94% of the company’s pulp sales. These exports amounted 232 million Euro.
Evolution of pulp production between 1H 2012 and 1H 2013 by industrial unit (thousands tons)
0
200
400
600
800
1000
324,482
98,782
46,258
336,187
109,053
45,652
Celbi Celtejo Caima
1H12 1H13
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FINANCIAL REVIEW
The consolidated financial information of Altri has been prepared using accounting policies consistent with
International Financial Reporting Standards (IFRS) as adopted in the European Union.
The key data and Altri Group consolidated activity indicators can be summarized as follows:
Total revenues for the first semester of 2013 amounted to about 295 million Euro, which represents an increase of 11% compared to the total revenue recorded in the same period of 2012. During the first semester of 2013, Altri produced about 482,000 tons of pulp, which corresponds to an increase of about 5% compared to 459,000 tons of pulp produced in the first semester of 2012.
Total costs, excluding depreciation, interest and taxes amounted to approximately 220.2 million Euro, 10% higher compared to the first semester of 2012. It should be noted, however, that revenue growth was greater than the increase in costs.
thousand euros1H 2012 1H 2013
1H13/1H12
Var%
Sales 259,991 285,838 10%
Services rendered 3,466 4,300 24%
Other Income 2,540 5,351 111%
Total Revenues 265,997 295,489 11.1%
Costs of sales 108,375 123,832 14%
External supplies and services 71,298 74,588 5%
Payroll expenses 16,606 13,504 -19%
Provisions and impairment losses 0 628 -
Other expenses 3,105 7,609 145%
Total expenses (a) 199,384 220,160 10.4%
EBITDA (b) 66,613 75,328 13.1%
Margin 25.0% 25.5% +0,5 pp
Amortisation and depreciation 24,836 24,639 -0.8%
Other indirect taxes - 2,723
EBIT (c) 41,777 47,967 14.8%
Margin 15.7% 16.2% +0,5 pp
Gains and losses in associated companies 1,086 1,109 2.2%
Financial expenses -19,702 -14,619 -25.8%
Financial income 3,660 1,973 -46.1%
Financial profit -14,956 -11,537 -22.9%
Profit before income tax 26,821 36,431 35.8%
Income tax -4,618 -6,164 -
Minority interest 2 10 -
Profit for the period from discontinued operations attributable to
parent company's shareholders22,202 30,256 36.3%
(a) Operating costs excluding amortisation, f inancial expenses and income tax
(b) EBITDA = Earnings before interests, taxes, depreciation and amortisation
(c) EBIT = Earnings before interest and taxes
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EBITDA of the first semester of 2013 reached approximately 75 million Euro, which represents an increase of 13% compared to EBITDA of 66.6 million Euro recorded in the same period of 2012. The EBITDA margin reached 25.5%, having improved 50 b.p. Operating profit (EBIT) amounted to about 48 million Euro, which represents an increase of about 15% compared to EBIT of the first semester of 2012, and the margin was 16.2%, which corresponds to an increase of 0.5 percentage points.
Altri’s net profit reached about 30.3 million Euro, an increase of 36% compared to the profit recorded in the same period of 2012.
The Group quarterly performance was as follows:
Total revenues for the second quarter of 2013 amounted to about 150 million Euro, an increase of 5% compared to
total revenues recorded in the same period of 2012.
Revenue from pulp sales reached approximately 125 million Euro in the second quarter, of which exports amounted to 118.1 million Euro. Both total turnover and the amount exported constitute absolute quarterly records.
On the second quarter of 2013, EBITDA reached approximately 39 million Euro, reflecting an increase of 2.6% over the second quarter of 2012 and an increase of 7.5% compared to the EBITDA reported in the first quarter of 2013. The EBITDA margin was 26%.
thousand euros2Q 2012 1Q 2013 2Q 2013
2Q13/2Q12
Var%
2Q13/1Q13
Var%
Sales 140,094 140,330 145,508 3.9% 3.7%
Services rendered 1,739 2,157 2,143 23.2% -0.6%
Other Income 1,364 2,700 2,651 94.4% -1.8%
Total Revenues 143,197 145,187 150,302 5.0% 3.5%
Costs of sales 57,115 61,233 62,599 9.6% 2.2%
External supplies and services 36,346 37,929 36,659 0.9% -3.3%
Payroll expenses 9,633 6,740 6,764 -29.8% 0.3%
Provisions and impairment losses 0 0 628
Other expenses 2,080 2,981 4,628 122.5% 55.3%
Total expenses (a) 105,174 108,883 111,278 5.8% 2.2%
EBITDA (b) 38,023 36,304 39,024 2.6% 7.5%
Margin 26.6% 25.0% 26.0% -0,6 pp +1,0 pp
Amortisation and depreciation 12,428 12,373 12,266 -1.3% -0.9%
Other indirect taxes - - 2,723
EBIT (c) 25,595 23,931 24,036 -6.1% 0.4%
Margin 17.9% 16.5% 16.0% -1,9 pp -0,5 pp
Gains and losses in associated companies 955 474 635 -33.5% 33.9%
Financial expenses -9,529 -7,850 -6,769 -29.0% -13.8%
Financial income 2,009 1,282 691 -65.6% -46.1%
Financial profit -6,564.5 -6,094.0 -5,442.6 -17.1% -10.7%
Profit before income tax 19,030 17,837 18,593 -2.3% ss
Income tax -3,182 -3,638 -2,526 -20.6% ss
Minority interest 0 4 6 ss s.s.
Profit for the period from discontinued operations attributable to
parent company's shareholders15,848 14,195 16,061 1.3% 13.1%
(a) Operating costs excluding amortisation, f inancial expenses and income tax
(b) EBITDA = Earnings before interests, taxes, depreciation and amortisation
(c) EBIT = Earnings before interest and taxes
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Key balance sheet indicators
Total investment in the first quarter of 2013 amounted to 9 million Euro.
Altri’s nominal remunerated debt net of cash and cash equivalents and investments available for sale on June 30, 2013 amounted to 589.6 million Euro, decreasing about 30 million compared to December 31, 2012.
The net debt ratio for the last four quarters stood at 3.9x.
Financing needs are fully assured, holding the Group 226.3 million Euro of cash and cash equivalents and investments available for sale, as of June 30, 2013.
In terms of ratios, considering the accumulated EBIT of the past four quarters that reached 100.4 million Euro, Altri shows in the end of June, 2013, a Return on Capital Employed2 of 12,5%.
The Return on Equity (Net profit/equity), based on the accumulated net profit of the past four quarters reached about 28.6%.
2 EBIT of the past four quarters/(net debt + equity)
thousand euro 2012 1H 2013 Var%
Biological assets 108,034.8 107,990.9 0%
Tangible assets 424,105.2 405,743.1 -4%
Goodw ill 265,531.4 265,531.4 0%
Investments available for sale 14,981.9 14,964.6 0%
Others 41,153.4 43,637.1 6%
Total non current assets 853,806.6 837,867.1 -2%
Inventories 47,440.3 54,385.0 15%
Customers 94,859.4 97,807.8 3%
Cash and cash equivalentes 112,392.5 211,287.9 88%
Others 19,861.2 20,406.0 3%
Total current assets 274,553.4 383,886.8 40%
Total assets 1,128,360.0 1,221,753.8 8%
Shareholder's equity and minority interests 183,926.9 210,684.9 15%
Bank loans 103,556.9 162,699.0 57%
Other loans 454,999.1 445,559.7 -2%
Reimbursable incentives 22,770.2 12,539.4 -45%
Others 41,092.2 53,392.8 30%
Total non current liabilities 622,418.4 674,190.9 8%
Bank loans 45,467.2 40,482.0 -11%
Other current loans 139,404.0 163,239.4 17%
Reimbursable subsidies 11,694.6 1,502.0 -87%
Suppliers 56,343.4 66,262.0 18%
Others 69,105.5 65,392.6 -5%
Total current liabilities 322,014.7 336,878.0 5%
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SECOND SEMESTER 2013 OUTLOOK
The demand for bleached pulp has been undergoing a recurring growth period in the last 10 years mainly driven by
demand from Asia. This reality was repeated during the first semester of 2013. Regarding the second semester, it
will be expect a persistence of this trend, although it is anticipated some seasonal reduction in demand during
summer months.
The growth on the supply side has been absorbed by the growing demand from the tissue paper and packaging
essentially.
Altri’s Board of Directors will continue to implement the strategic policy defined that is based on the reduction in net
debt of the Group, through the generation of cash flow; continuous improvement in asset quality and an effective cost
control.
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CORPORATE GOVERNANCE According to legal provisions, the Company is not required to provide information relating to corporate governance, since it is compulsory only in conjunction with the annual Directors’ report. The detailed annual report on the governance of society is an integral part of the Annual Report and Accounts 2012 Altri and is available on our website (www.altri.pt).
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LEGAL MATTERS
Own shares
Pursuant to the requirements of article 66 of the Commercial Company Code (“Código das Sociedades Comerciais”),
the Directors inform that as of 30 June 2013 Altri and its subsidiaries had no own shares and did not acquire or sell
any own shares during the period.
Shares held by Altri’s corporate boards
Pursuant to the requirements of article 447 of the Commercial Companies Code (“Código das Sociedades
Comerciais”), the Directors inform that, as of 30 June 2013, the held shares were as follows:
Paulo Jorge dos Santos Fernandes (a) 20.513.168 Pedro Macedo Pinto de Mendonça 1.705.000 Domingos José Vieira de Matos (b) 14.417.970 João Manuel Matos Borges de Oliveira (c) 29.000.000 Laurentina da Silva Martins 0
(a) – In addition to the 19,113,168 Altri, SGPS, S.A. shares personally held Paulo Jorge dos Santos Fernandes, 1,400,000 Altri, SGPS, S.A.
shares are held by the company ACTIUM CAPITAL – SGPS, S.A., where the director Paulo Jorge dos Santos Fernandes is both director and
majority shareholder. Thus, in legal terms, a total of 20,513,168 shares, representing 10% of the share capital and voting rights of Altri, SGPS,
S.A. are attributable to Paulo Jorge dos Santos Fernandes. (b) – In addition to the 13,939,432 Altri, SGPS, S.A. shares personally held Domingos José Vieira de Matos, 478,538 Altri, SGPS, S.A. shares are
held by the company LIVREFLUXO – SGPS, S.A., where the director Domingos José Vieira de Matos is both director and majority shareholder.
Thus, in legal terms, a total of 14,417,970 shares, representing 7.03% of the share capital and voting rights of Altri, SGPS, S.A. are attributable to
Domingos José Vieira de Matos.
(c) – 29,000,000 shares represent the total Altri, SGPS, S.A. shares held by company CADERNO AZUL – SGPS, S.A., where the director João
Manuel Matos Borges de Oliveira is both director and shareholder.
As of June 30, 2013, the Statutory Auditor, the members of the Statutory Audit Board and of the Shareholders’
General Meeting held no shares of the Company.
Participation in the Company’s capital
Pursuant to the requirements of articles 16 and 20 of the Securities Market Code (“Código de Valores Mobiliários”)
and article 448 of the Commercial Companies Code (“Código das Sociedades Comerciais”), the Directors inform
that, in accordance with the notifications received, the companies and/or individuals that hold qualified participations
exceeding 2%, 5%, 10%, 20%, 33% and 50% of the voting rights, are as follows:
Exceeding 2% of the voting rights
Shares
Held
Direct % of the voting
rights
Lazard Frères Gestion SAS 4,157,000 2.03%
Norges Bank 4,149,572 2.02%
Maria João Fernandes Vieira de Matos 4,107,000 2.00%
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Exceeding 5% of the voting rights
Shares
Held
Direct % of the voting
rights
Paulo Jorge dos Santos Fernandes (a) 19,113,168 9.32%
Domingos José Vieira de Matos (b) 13,939,432 6.80%
Pedro Miguel Matos Borges de Oliveira 10,930,000 5.33%
Bestinver Gestión S.A., SGIIC 10,269,347 5.01%
(a) – In addition to the 19,113,168 Altri, SGPS, S.A. shares personally held Paulo Jorge dos Santos Fernandes, 1,400,000 Altri, SGPS, S.A. shares are held by the company ACTIUM CAPITAL – SGPS, S.A., where the director Paulo Jorge dos Santos Fernandes is both director and majority shareholder. Thus, in legal terms, a total of 20,513,168 shares, representing 10% of the share capital and voting rights of Altri, SGPS, S.A. are attributable to Paulo Jorge dos Santos Fernandes. (b) – In addition to the 13,939,432 Altri, SGPS, S.A. shares personally held Domingos José Vieira de Matos, 478,538 Altri, SGPS, S.A. shares are held by the company LIVREFLUXO – SGPS, S.A., where the director Domingos José Vieira de Matos is both director and majority shareholder. Thus, in legal terms, a total of 14,417,970 shares, representing 7.03% of the share capital and voting rights of Altri, SGPS, S.A. are attributable to Domingos José Vieira de Matos.
Exceeding 10% of the voting rights Shares held
Direct % of the voting
rights
Promendo, SGPS, S.A. (a) 29,787,782 14.52%
Caderno Azul, SGPS, S.A. (b) 29,000,000 14.14%
(a) – 29,787,782 Altri, SGPS, S.A. shares held by PROMENDO – SGPS, S.A. are attributable to Ana Rebelo de Carvalho Menéres de Mendonça, its director and shareholder, holder of a 59,6% stake.
(b) – 29,000,000 shares represent the total Altri, SGPS, S.A. shares held by CADERNO AZUL – SGPS, S.A., where the director
João Manuel Matos Borges de Oliveira is both director and shareholder.
Altri was not notified of any holdings above 15% of the voting rights.
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DECLARATION OF RESPONSIBILITY
The members of the Board of Directors of Altri, S.G.P.S., S.A. declare that they assume responsibility for this
information and affirm that the items included herein are true and that, to the best of their knowledge, there are no
omissions.
As required by article 8, no. 3, of the Stock Exchange Regulation, the Board of Directors declares that the financial
statements that integrate this report were not subject to Limited Review.
As required by article 21 of Decree-Law 411/91 of 17 October, the Board of Directors informs that there are no
overdue debts to the State, namely with respect to Social Security.
CLOSING REMARKS
The Board of Directors don’t want to conclude without expressing a vote of thanks to our suppliers, financial
institutions and other partners in the group for their trust in our organization. Finally, we would like to express our
gratitude to all our employees for their dedication and commitment.
Oporto, August 1, 2013
The Board of Directors:
Paulo Jorge dos Santos Fernandes
President of the Board of Directors
João Manuel Matos Borges de Oliveira
Member of the Board of Directors
Domingos José Vieira de Matos
Member of the Board of Directors
Laurentina da Silva Martins
Member of the Board of Directors
Pedro Macedo Pinto de Mendonça
Member of the Board of Directors
ANNEX
Article 447 of the Commercial Companies Code (“Código das Sociedades Comerciais”) and article 14 nr. 7 of
the Portuguese Securities Regulator (CMVM) Regulation nr. 05/2008
Disclosure of shares and other securities held by the Board of Directors and by those discharging managerial
responsibilities, as well as people with these closely related, in accordance with Article 248 B of the Portuguese
Securities Code, and transactions made on them during the semester.
Member of the Board of Directors
Shares held at 31
Dec 2012 Acquisitions Disposals
Shares held at 30
Jun 2013
Paulo Jorge dos Santos Fernandes 16.640.929 2.472.239 - 19.113.168
Paulo Jorge dos Santos Fernandes (allocation through ACTIUM CAPITAL - SGPS, S.A.) 1.400.000 - - 1.400.000
João Manuel Matos Borges de Oliveira (allocation through CADERNO AZUL - SGPS, S.A.) 28.000.000 1.000.000 - 29.000.000
Domingos José Vieira de Matos 13.939.432 - - 13.939.432
Domingos José Vieira de Matos (allocation through LIVRE FLUXO - SGPS, S.A.) - 478.538 - 478.538
Pedro Macedo Pinto de Mendonça 1.705.000 - - 1.705.000
Paulo Jorge dos Santos Fernandes
Date Nature Volume Price (€) Local Nº shares
31/Dez/2012 - - - - 16,640,929
22/Jan/2013 Purchase 1,200,000 1.800000 NYSE Euronext Lisbon 17,840,929
28/Jan/2013 Purchase 1,200,000 1.922000 NYSE Euronext Lisbon 19,040,929
8/Fev/2013 Purchase 72,239 1.850000 NYSE Euronext Lisbon 19,113,168
30/Jun/2013 - - - - 19,113,168
Paulo Jorge dos Santos Fernandes (allocation through ACTIUM CAPITAL - SGPS, S.A.)
Date Nature Volume Price (€) Local Nº shares
31/Dez/2012 - - - - 1,400,000
30/Jun/2013 - - - - 1,400,000
Pedro Macedo Pinto de Mendonça
Date Nature Volume Price (€) Local Nº shares
31/Dez/2012 - - - - 1,705,000
31/Dez/2012 - - - - 1,705,000
Domingos José Vieira de Matos
Date Nature Volume Price (€) Local Nº shares
31/Dez/2012 - - - - 13,939,432
30/Jun/2013 - - - - 13,939,432
Domingos José Vieira de Matos (allocation through LIVRE FLUXO - SGPS, S.A.)
Date Nature Volume Price (€) Local Nº shares
31/Dez/2012 - - - - -
25/Jun/2013 Purchase 200,000 1.704590 NYSE Euronext Lisbon 200,000
26/Jun/2013 Purchase 278,538 1.731275 NYSE Euronext Lisbon 478,538
30/Jun/2013 - - - - 478,538
João Manuel Matos Borges de Oliveira (allocation through CADERNO AZUL - SGPS, S.A.)
Date Nature Volume Price (€) Local Nº shares
31/Dez/2012 - - - - 28,000,000
3/Jan/2013 Purchase 715,000 1.691400 NYSE Euronext Lisbon 28,715,000
4/Jan/2013 Purchase 285,000 1.705000 NYSE Euronext Lisbon 29,000,000
30/Jun/2013 - - - - 29,000,000
RELATÓRIO DO CONSELHO DE ADMINISTRAÇÃO
ANEXO
Statement Under the terms of Article 246, paragraph 1, c) of the Securities Code
The signatories individually declare that, to their knowledge, the Interim Management Report, the Individual and
Consolidated Financial Statements prepared in accordance with the standards of the applicable International
Financial Accounting as adopted by the European Union, and in accordance with the International Accounting
Standard 34 – Interim Financial Reporting, and other accounting documents required by law or regulation, giving a
truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the
consolidated and individual results of Altri, SGPS, S.A. (“Altri”) and of the companies included in the consolidation
perimeter and contains a description of the major risks and uncertainties that they face.
Oporto, August 1, 2013
Paulo Jorge dos Santos Fernandes
President of the Board of Directors
João Manuel Matos Borges de Oliveira
Member of the Board of Directors
Domingos José Vieira de Matos
Member of the Board of Directors
Laurentina da Silva Martins
Member of the Board of Directors
Pedro Macedo Pinto de Mendonça
Member of the Board of Directors
ALTRI, SGPS, S.A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2013 AND 31 DECEMBER 2012
(Translation of financial statements originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
ASSETS Notes 30.06.2013 31.12.2012
NON CURRENT ASSETS:
Biological assets 107.990.871 108.034.768
Tangible fixed assets 405.743.108 424.105.163
Investment property 464.316 468.006
Goodwill 265.531.404 265.531.404
Intangible assets 332.133 605.388
Investments in associated companies and joint ventures 4.2 7.446.784 6.337.694
Investments available for sale 4.3 14.964.550 14.981.903
Other non current assets 10 3.161.476 384.915
Deferred tax assets 7 32.232.418 33.357.371
Total non current assets 837.867.060 853.806.612
CURRENT ASSETS:
Inventories 54.384.982 47.440.279
Customers 97.807.841 94.859.425
Other debtors 4.111.542 7.241.482
State and other public entities 12.866.787 9.810.537
Other current assets 3.427.683 2.547.443
Derivatives - 261.783
Cash and cash equivalents 6 211.287.944 112.392.485
Total current assets 383.886.779 274.553.434
Total assets 1.221.753.839 1.128.360.046
SHAREHOLDERS' FUNDS AND LIABILITIES 30.06.2013 31.12.2012
SHAREHOLDERS' FUNDS:
Share capital 8 25.641.459 25.641.459
Legal reserve 2.862.981 2.862.981
Other reserves 151.785.894 103.112.415
Consolidated net profit / (loss) 30.256.290 52.181.891
Total shareholders' funds attributable to the parent company's shareholders 210.546.624 183.798.746
Non controlling interests 138.280 128.166
Total Shareholders' funds 210.684.904 183.926.912
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans 9 162.699.023 103.556.923
Other loans 9 445.559.716 454.999.132
Reimbursable incentives 9 12.539.423 22.770.236
Other non current creditors 528.802 528.802
Other non current liabilities 30.954.407 22.096.030
Deferred tax liabilities 7 17.301.559 16.931.978
Provisions 10 4.607.993 1.535.342
Total non current liabilities 674.190.923 622.418.443
CURRENT LIABILITIES:
Bank loans 9 40.482.034 45.467.181
Other loans 9 163.239.434 139.404.040
Reimbursable incentives 9 1.501.997 11.694.604
Suppliers 66.261.954 56.343.385
Other current creditors 5.258.301 6.679.435
State and other public entities 7.802.815 5.091.056
Other current liabilities 36.075.336 35.221.194
Derivatives 11 16.256.141 22.113.796
Total current liabilities 336.878.012 322.014.691
Total shareholders' funds and liabilities 1.221.753.839 1.128.360.046
The accompanying notes form an integral part of the consolidated financial statements.
The official chartered of accounts The Board of Directors
SEMESTER ENDED QUARTER ENDED
Notes 30.06.2013 30.06.2012 30.06.2013 30.06.2012
Sales 285.837.991 259.991.465 145.507.807 140.094.159
Services rendered 4.299.950 3.465.532 2.143.020 1.738.956
Other income 14 5.350.918 2.540.367 2.651.215 1.364.065
Cost of sales (123.831.518) (108.374.785) (62.599.000) (57.115.382)
External supplies and services (74.588.161) (71.298.197) (36.659.094) (36.346.046)
Payroll expenses (13.504.254) (16.606.187) (6.763.765) (9.632.566)
Amortisation and depreciation (24.638.510) (24.835.791) (12.265.787) (12.428.368)
Provisions and other impairment losses 10 (627.755) - (627.755) -
Other expenses 15 (7.608.790) (3.105.152) (4.628.127) (2.079.897)
Other indirect taxes 10 (2.722.651) - (2.722.651) -
Gains and losses in associated companies and joint ventures 4.2 1.109.089 1.085.651 634.980 955.138
Financial expenses 12 (14.618.769) (19.701.833) (6.768.780) (9.528.995)
Financial income 12 1.973.006 3.660.355 691.158 2.009.353
Profit before income tax 36.430.546 26.821.425 18.593.221 19.030.417
Income tax (6.164.142) (4.617.637) (2.525.924) (3.181.851)
Consolidated net profit 30.266.404 22.203.788 16.067.297 15.848.566
Attributable to:
Parent company's shareholders 13 30.256.290 22.202.129 16.061.059 15.845.697
Non controlling interests 10.114 1.659 6.238 2.869
30.266.404 22.203.788 16.067.297 15.848.566
Earnings per share:
Basic 13 0,15 0,11 0,08 0,08
Diluted 13 0,15 0,11 0,08 0,08
The official chartered of accounts The Board of Directors
ALTRI, SGPS, S.A.
CONSOLIDATED STATEMENTS OF PROFIT AND LOSS
FOR THE SIX AND THREE MONTHS PERIODS ENDED 30 JUNE 2013 AND 2012
(Translation of financial statements originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
The accompanying notes form an integral part of the consolidated financial statements.
ALTRI, S.G.P.S., S.A.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX AND THREE MONTHS PERIODS ENDED 30 JUNE 2013 AND 2012
(Translation of financial statements originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
SEMESTER ENDED QUARTER ENDED
30.06.2013 30.06.2012 30.06.2013 30.06.2012
Net consolidated profit / (loss) for the period 30.266.404 22.203.788 16.067.297 15.848.566
Other comprehensive income:
Items that will not be reclassified to profit or loss - - - -
- - - -
Items that may be reclassified to profit or loss
Change in fair value of cash flow hedging derivatives 1.642.400 (13.324.393) 3.758.288 (4.832.001)
Change in fair value of available for sale investments (22.200) - 7.800 -
1.620.200 (13.324.393) 3.766.088 (4.832.001)
Other comprehensive income 1.620.200 (13.324.393) 3.766.088 (4.832.001)
Total comprehensive income for the period 31.886.604 8.879.395 19.833.385 11.016.565
Attributable to:
Shareholders' of the parent company 31.876.490 8.877.736 19.827.147 11.013.696Non controlling interests 10.114 1.659 6.238 2.869
The accompanying notes form an integral part of the consolidated financial statements.
The official chartered of accounts The Board of Directors
ALTRI, S.G.P.S., S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2013 AND 2012
(Translation of financial statements originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
Attributable to the parent company's shareholders
Notes Share capital Legal reserve
Others
reserves Net profit Total
Non
controlling
interests
Total
shareholder's
funds
Balance as of 1 January 2012 25.641.459 2.862.981 89.585.006 22.567.762 140.657.208 105.421 140.762.629
Appropriation of the consolidated net profit of 2011 - - 22.567.762 (22.567.762) - - -
Dividends - - (4.102.633) - (4.102.633) - (4.102.633)
Others - - 19.212 - 19.212 - 19.212
Total comprehensive income for the period - - (13.324.393) 22.202.129 8.877.736 1.659 8.879.395Balance as of 30 June 2012 25.641.459 2.862.981 94.744.954 22.202.129 145.451.523 107.080 145.558.603
Balance as of 1 January 2013 25.641.459 2.862.981 103.112.415 52.181.891 183.798.746 128.166 183.926.912
Appropriation of the consolidated net profit of 2012 - - 52.181.891 (52.181.891) - - -
Dividends 18 - - (5.128.292) - (5.128.292) - (5.128.292)
Others - - (320) - (320) - (320)
Total comprehensive income for the period - - 1.620.200 30.256.290 31.876.490 10.114 31.886.604Balance as of 30 June 2013 8 25.641.459 2.862.981 151.785.894 30.256.290 210.546.624 138.280 210.684.904
The accompanying notes form an integral part of the consolidated financial statements.
The official chartered of accounts The Board of Directors
ALTRI , SGPS, S.A.
CONDENSED CONSOLIDATED CASH-FLOW STATEMENTS
FOR THE SIX AND THREE MONTHS PERIODS ENDED 30 JUNE 2013 AND 2012
(Translation of financial statements originally issued in Portuguese – Note 20)(Amounts expressed in Euro)
SEMESTER ENDED QUARTER ENDEDNotes 30.06.2013 30.06.2012 30.06.2013 30.06.2012
Operating activities:
Cash flow from operating activities (1) 66.355.871 36.993.387 38.750.278 25.688.302
Investment activities:
Collections relating to:
Investments 6 12.000 200.000 12.000 -
Tangible assets 305.916 371.476 280.971 149.335
Interest and similar income 1.735.257 2.019.500 1.640.035 934.079
Investment subsidies 612.843 530.718 555.723 138.931
Payments relating to:
Investments 6 (2.973.844) (4.050.469) (2.961.094) (4.041.469)
Investment subsidies (4.035.948) - - -
Intangible assets - (3.223) - -
Tangible assets (6.902.495) (6.436.270) (3.521.285) (3.954.828)
Cash flow from investment activities (2) (11.246.271) (7.368.268) (3.993.650) (6.773.952)
Financing activities:
Collections relating to:
Loans obtained 103.230.087 15.847.581 99.281.852 6.779.510
Payments relating to:
Loans obtained (32.709.729) (29.490.624) (9.005.382) (7.579.806)
Interest and similar costs (19.838.216) (18.011.256) (5.401.680) (3.897.193)
Distribution of dividends 18 (5.128.292) (4.102.633) (5.128.292) (4.102.633)
Cash flow from financing activities (3) 45.553.850 (35.756.932) 79.746.498 (8.800.122)
Cash and cash equivalents at the beginning of the period 110.624.494 111.418.007 96.784.818 95.171.966
Variation of cash and cash equivalents: (1)+(2)+(3) 100.663.450 (6.131.813) 114.503.126 10.114.228
Cash and cash equivalents at the end of the period 6 211.287.944 105.286.194 211.287.944 105.286.194
The accompanying notes form an integral part of the consolidated financial statements.
The official chartered of accounts The Board of Directors
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 1 -
1. INTRODUCTORY NOTE
Altri, SGPS, S.A. (“Altri” or “Company”) was incorporated as of 1 March 2005, has its head-office located at Rua General Norton de Matos, 68, r/c – Porto, Portugal and its shares are listed in the NYSE Lisbon Euronext Stock Exchange. Its main activity is the management of investments.
Altri was incorporated as a result of the reorganization process of Cofina, SGPS, S.A. occurred in 2005, through the demerger of the investment previously held by this group in Celulose do Caima, SGPS, S.A. (representing 97.23% of this company’s share capital), under a simple demerger operation predicted in item 1.a), article 118 of the Commercial Companies Code (“Código das Sociedades Comerciais”). Altri is the parent company of a group of companies listed in Note 4 known as Altri Group. The current activity of Altri Group focuses on the production of bleached paper pulp of eucalyptus through three production units (Celbi in Figueira da Foz, Caima in Constância do Ribatejo and Celtejo in Vila Velha de Ródão).
Due to this new reality of Altri Group, the Board of Directors believe that there is only one business segment (production and commercialization of bleached paper pulp from eucalyptus) and the management information is also analyzed on this basis, for which the segmental information mentioned in Note 16 is limited by this. The consolidated financial statements of Altri Group are presented in Euro rounded off to the unit, which is the currency used by the Group in its operations and considered as the functional currency.
2. MAIN ACCOUNTING POLICIES AND BASIS FOR PRESENTATION
The consolidated financial statements as of 30 June 2013 were prepared using accounting policies consistent with the International Financial Reporting Standards and in accordance with the International Accounting Standard and International Accounting Standard 34 – Interim Financial Reporting and includes the statement of financial position, the statement of profit and loss, the statement of comprehensive income, the statement of changes in equity and the condensed statement of cash flows as well as the selected explanatory notes.
The accounting policies used in the preparation of the consolidated financial statements of Altri are consistent
with those used in the year ended 31 December 2012. 3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF MISTAKES
During the period there were no changes in accounting policies and were identified no material mistakes related to previous years.
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 2 -
4. INVESTMENTS 4.1 INVESTMENTS IN SUBSIDIARIES
The companies included in the consolidated financial statements by the full consolidation method, its headquarters, percentage participation held and main activity as of 30 June 2013 and 31 December 2012, are as follows:
Company Head Office Percentage Held Main activity
2013 2012
Mother-Company:
Altri, SGPS, S.A. OPorto Investment management
Group Caima / Celtejo / Celbi:
Altri - Energias Renováveis, SGPS, S.A. Vila Velha de Ródão 99.83% 99.83% Investment management
Altri Florestal, S.A. Figueira da Foz 100% 100% Sylvan exploration
Altri Sales, S.A. Nyon, Suiça 100% 100% Group management support services
Altri, Participaciones Y Trading, S.L. Madrid, Espanha 100% 100% Commercialization of pulp
Caima Energia – Empresa de Gestão e Exploração de Energia, S.A. Constância 100% 100% Production of thermal and electrical energy
Caima Indústria de Celulose, S.A. Constância 100% 100% Production and commercialization of pulp
Captaraíz Unipessoal, Lda. Figueira da Foz 100% 100% Property buying and selling
Celbinave – Tráfego e Estiva SGPS, Unipessoal, Lda. Figueira da Foz 100% 100% Freightage of ships
Celtejo – Empresa de Celulose do Tejo, S.A. Vila Velha de Ródão 99.83% 99.83% Production and Commercialization of pulp
Celulose Beira Industrial (Celbi), S.A. Figueira da Foz 100% 100% Production and Commercialization of pulp
Celulose do Caima, SGPS, S.A. Figueira da Foz 100% 100% Investment management
Inflora – Sociedade de Investimentos Florestais, S.A. Figueira da Foz 100% 100% Sylvan exploration
Invescaima – Investimentos e Participações, SGPS, S.A. Figueira da Foz 100% 100% Investment management
Pedro Frutícola, Sociedade Frutícola, S.A. Constância 100% 100% Agriculture production
Viveiros do Furadouro Unipessoal, Lda. Óbidos 100% 100% Production of plants in nurseries and services related w ith forests and landscapes
All the above companies were included in the Altri Group consolidated financial statements in accordance with the full consolidation method.
4.2 INVESTMENTS IN ASSOCIATED COMPANIES AND JOINT VENTURES
The associated companies and joint ventures, percentage of capital held and main activity as of 30 June 2013 and 31 December 2012 are as follows:
Company Percentage held Main activity
2013 2012
Associated companies:
Operfoz – Operadores do Porto da Figueira da Foz, Lda. 33.33% 33.33% Harbor operations
Joint ventures:
EDP – Produção Bioeléctrica, S.A. 50% 50% Electric energy production
Those associated companies and joint ventures were included in the Altri Group consolidated financial statements in accordance with the equity method.
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 3 -
The book value, net assets, share capital and net profit for the period ended on 30 June 2013 for these associated companies and joint ventures are as follows:
Company Book value (a) Asset Equity Net profit
Associated companies:
Operfoz – Operadores do Porto da Figueira da Foz, Lda. 593,381 4,086,307 1,780,141 501,538
Joint ventures:
EDP – Produção Bioeléctrica, S.A. 6,853,403 142,031,194 15,243,868 1,892,923
7,446,784
(a) – includes loans granted.
4.3 INVESTMENTS AVAILABLE FOR SALE As of 30 June 2013 and 31 December 2012 the investments available for sale are as follows:
Company
2013 2012
Rigor Capital - Produção de Energia. Lda. 10,527,397 10,527,397
Other investments 4,437,153 4,454,506
14,964,550 14,981,903
Book value
The caption “Investments available for sale” includes mainly financial investments under 20%, in companies where Altri Group has no significant influence on its management and are stated at acquisition cost, reduced by impairment losses. "Other investments" corresponds mainly to listed securities which are stated at their market value.
5. CHANGES OCCURED IN THE CONSOLIDATION PERIMETER
During the six months period ended 30 June 2013, there were no changes in the consolidation perimeter compared to 31 December 2012.
6. CASH AND CASH EQUIVALENTS As of 30 June 2013 and 2012, the caption “Cash and cash equivalents” can be detailed as follows:
30.06.2013 30.06.2012
Cash 13,575 15,136
Bank deposits 211,274,369 106,562,276
211,287,944 106,577,412
Bank overdrafts - (1,291,218)
Cash and cash equivalents 211,287,944 105,286,194
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 4 -
During the six months period ended 30 June 2013, receipts from investments were as follows:
Transaction Amount Amount received Sócasca –Recolha e Comércio de Recicláveis, S.A. 2.300.000 12.000 (Sold in 2011) --------------- ---------------- 2.300.000 12.000 ========= =========
During the six months period ended 30 June 2012, receipts from investments were as follows:
Transaction Amount amount received Sócasca –Recolha e Comércio de Recicláveis, S.A. 2.300.000 200.000 (Sold in 2011) --------------- ---------------- 2.300.000 200.000 ========= =========
During the six months period ended 30 June 2013, payments from investments were as follows: Transaction Amount
amount paid Other investments available for sale (Note 4.3) 2.973.844 2.973.844 --------------- ---------------- 2.973.844 2.973.844 ========= =========
During the six months period ended 30 June 2012, payments from investments were as follows:
Transaction Amount amount paid Other investments available for sale (Note 4.3) 4.050.469 4.050.469 --------------- ---------------- 4.050.469 4.050.469 ========= =========
7. CURRENT AND DEFERRED TAXES
In accordance with current legislation, tax returns are subject to review and correction by the tax authorities during a four-year period (five years for Social Security), with the exception when there have been tax losses, cases with there have been granted tax benefits, or tax inspections or claims are in progress, in which cases the periods may be extended or suspended. Therefore, the Company tax returns since 2009 are still subject to review. The Board of Directors believes that any potential corrections resulting from reviews/inspections of these tax returns by the tax authorities will not have a significant effect on the consolidated financial statements as of 30 June 2013.
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 5 -
The movements occurred in deferred tax assets and liabilities in the six months periods ended in 30 June 2013 and 2012 were as follows:
2013
Deferred tax assets Deferred tax liabilities
Opening balance as of 1.1.2013 33,357,371 16,931,978
Effects on income statement:
Harmonization of depreciation rates 678,406 -
Other effects (242,216) 369,581
Total effect on income statement 436,190 369,581
Effect on shareholders' funds:
Fair values of derivatives (1,561,143) -
Closing balance as of 30.06.2013 32,232,418 17,301,559
2012
Deferred tax assets Deferred tax liabilities
Opening balance as of 1.1.2012 13,699,322 444,167
Effects on income statement:
Harmonization of depreciation rates 825,262 -
Other effects 29,992 (3,888)
Total effect on income statement 855,254 (3,888)
Effect on shareholders' funds:
Fair values of derivatives 4,820,595 -
Closing balance as of 30.06.2012 19,375,171 440,279
8. SHARE CAPITAL
As of 30 June 2013 the Company’s fully subscribed and paid up capital consisted of 205,131,672 shares with a nominal value of 12.5 cents of a Euro each.
As of 30 June 2013 there were no entities holding more than 20% of the Company’s subscribed share capital.
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 6 -
9. BANK LOANS, OTHER LOANS AND REIMBURSABLE INCENTIVES As of 30 June 2013 and 31 December 2012, the captions “Bank loans”, “Other loans” and “Reimbursable
incentives” can be detailed as follows:
30/06/2013
Nominal Value Book Value
Current Non current Total Current Non current Total
Bank loans 40,557,034 162,999,023 203,556,057 40,482,034 162,699,023 203,181,057
Bank loans 40,557,034 162,999,023 203,556,057 40,482,034 162,699,023 203,181,057
Commercial paper 130,500,000 72,000,000 202,500,000 129,661,643 71,926,290 201,587,933
Bonds - 375,000,000 375,000,000 - 373,633,426 373,633,426
Other loans 34,680,775 - 34,680,775 33,577,791 - 33,577,791
Other loans 165,180,775 447,000,000 612,180,775 163,239,434 445,559,716 608,799,150
Reimbursable incentives 1,501,997 12,539,423 14,041,420 1,501,997 12,539,423 14,041,420
207,239,806 622,538,446 829,778,252 205,223,465 620,798,162 826,021,627
31/12/2012
Nominal Value Book Value
Current Non current Total Current Non current Total
Bank loans 43,699,190 103,556,923 147,256,113 43,699,190 103,556,923 147,256,113
Bank overdrafts 1,767,991 - 1,767,991 1,767,991 - 1,767,991
Bank loans 45,467,181 103,556,923 149,024,104 45,467,181 103,556,923 149,024,104
Commercial paper 106,000,000 82,000,000 188,000,000 105,717,328 81,894,700 187,612,028
Bonds - 375,000,000 375,000,000 - 373,104,432 373,104,432
Other loans 34,857,197 - 34,857,197 33,686,712 - 33,686,712
Other loans 140,857,197 457,000,000 597,857,197 139,404,040 454,999,132 594,403,172
Reimbursable incentives 11,694,604 22,770,236 34,464,840 11,694,604 22,770,236 34,464,840
198,018,982 583,327,159 781,346,141 196,565,825 581,326,291 777,892,116
As of 30 June 2013, there are bank overdrafts amounted to 10,000,000 Euro (14,001,000 Euro as of 31 December 2012), classified in the caption “Bank Loans”. The expenditures with the constitution of the loans were deducted from its nominal value, being these recognized as financial expenses along the loan’s life period (Note 12).
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 7 -
10. ACCUMULATED PROVISIONS AND IMPAIRMENT LOSSES The movements occurred in provisions and impairment losses for the periods ended at 30 June 2013 and 2012 can be detailed as follows:
30.06.2013
Provisions
Impairment losses in
current assets Total
Opening balance 1,535,342 5,536,965 7,072,307
Increases 3,072,651 450,000 3,522,651
Utilizations - (1,003,738) (1,003,738)
Closing balance 4,607,993 4,983,227 9,591,220
30.06.2012
Provisions
Impairment losses in
current assets Total
Opening balance 1,149,668 6,851,677 8,001,345
Increases 1,000,000 - 1,000,000
Utilizations - - -
Closing balance 2,149,668 6,851,677 9,001,345
During the six months ended in June 30 2013, the subsidiary Caima Indústria de Celulose, S.A., proceeded to the payment of an additional settlement of the Value Added Tax from previous years in the amount of 2,722,651 Euro which was recorded under the caption "Other non-current assets" for not agreeing with the fundamentals of that settlement. To face the risk of such settlement, Altri recorded a liability under the caption "Provisions" against the caption "Other indirect taxes" in the income statement. The remaining increase in provisions and impairment losses in the amount of 800,000 Euro, is recorded against the income statement caption "Provisions and other impairment losses". The reduction of impairment losses verified in the six months ended 30 June 2013 relates to the use of impairment losses in the amount of 831,493 Euro and reversals of impairment losses in the amount of 172,245 Euro. The amount recorded under the caption “Provisions”, at 30 June 2013 and 2012, is the best estimate of the Administration in order to face all the losses that may be supported due to the general risks from the activity of Altri’s Group.
11. DERIVATIVE FINANCIAL INSTRUMENTS
As of 30 June 2013 and 2012 the companies of Altri’s Group had contracts concerning financial derivative instruments to hedge of variations in pulp price and interest rates being these instruments registered according to its fair value. The companies of Altri’s Group only use derivatives to hedge cash flows from the operations generated by its activity.
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 8 -
As of 30 June 2013 and 2012 the detail of the financial derivative instruments are as follows:
Pulp price hedging
derivatives
Interest rates
derivatives
Exchange rate
derivatives Total
Opening balance as of 31.12.2012 (8,696,330) (13,417,466) 261,783 (21,852,013)
Derivatives fair value variation/cessation
Effects on shareholders' funds 1,872,392 1,331,151 - 3,203,543
Effects on the profit and loss statement - 2,654,112 (261,783) 2,392,329
Closing balance as of 30.06.2013 (6,823,938) (9,432,203) - (16,256,141)
Pulp price hedging
derivatives
Interest rates
derivatives Total
Opening balance as of 31.12.2011 (302,933) (14,449,051) (14,751,984)
Derivatives fair value variation/cessation
Effects on shareholders' funds (17,709,811) (481,112) (18,190,923)
Effects on the profit and loss statement - 661,637 661,637
Closing balance as of 30.06.2012 (18,012,744) (14,268,526) (32,281,270)
12. FINANCIAL RESULTS
The financial results for the six months periods ended at 30 June 2013 and 2012 are detailed as follows:
30.06.2013 30.06.2012
Financial expenses:
Interest 10,681,676 14,014,741
Other f inancial expenses 3,937,093 5,687,092
14,618,769 19,701,833
Financial income:
Interest 1,111,069 2,609,491
Other f inancial income 861,937 1,050,864
1,973,006 3,660,355
The caption “Other financial expenses” includes, mainly, expenses incurred with the establishment of the loans which are being recognized as costs through the life period of the respective loans (Note 9) and losses relative to interest rate financial derivative instruments (Note 11). The “Gains and losses in associated companies and joint ventures” relate to the appropriation of the Group share in the results of the investments in the associated companies and joint ventures (Note 4.2).
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 9 -
13. EARNINGS PER SHARE
Earnings per share in the six months periods ended as of 30 June 2013 and 2012 were calculated considering the following amounts:
30.06.2013 30.06.2012
Share number considered for the computation of basic and diluted earning 205,131,672 205,131,672
Net profit considered for the computation of basic and diluted earning 30,256,290 22,202,129
Earnings per share
Basic 0.15 0.11
Diluted 0.15 0.11
14. OTHER INCOME As of 30 June 2013 and 2012 the caption of the statement of profit and loss “Other Income” is detailed as follows:
30.06.2013 30.06.2012
Investment and exploration subsidies 4,491,725 1,419,729
Gains obtained from the alienation of f ixed assets - 88,397
Other income 859,193 1,032,241
5,350,918 2,540,367
15. OTHER EXPENSES
As of 30 June 2013 and 2012 the caption of the statement of profit and loss “Other expenses” is detailed as follows:
30/06/2013 30/06/2012
Direct taxes and charges 867,779 746,290
Losses in commodities derivative contracts (Note 11) 5,761,410 1,862,675
Other costs 979,601 496,187
7,608,790 3,105,152
16. SEGMENTAL INFORMATION
On 16 April 2008, the Board of Administration of Altri, S.G.P.S., S.A. approved a simple reorganization project of this society which implies the split of Altri's two business units that operates in the pulp and paper sector and in the steel and storage systems sector. This reorganization aimed a bigger focus and transparency on ALTRI’s business, and giving each of the areas an opportunity to be better seen and better evaluated by the market, and allows Altri Group to focus its activity on its core business, production and commercialization of bleached paper pulp form eucalyptus, so the Board of Directors believe that there is only one business segment and the management information is reported and analyzed on this basis.
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 10 -
17. RELATED PARTIES The participated companies of the Group realize between them and at market prices, transactions that classifies as transactions with related parties. In the consolidation procedures the transactions between the companies included in consolidation by the full consolidation method are eliminated, once the consolidated financial statements present the owner and its subsidiaries information as one single company, therefore they are not disclosed in this note. During the six months periods ended at 30 June 2013 and 2012, there were no transactions with the Directors of the Group and were no granted loans. As of 30 June 2013 and 2012 the balances and transactions with related parties are as follow:
Transactions 30.06.2013 30.06.2012 30.06.2013 30.06.2012 30.06.2013 30.06.2012
Associated companies and joint ventures (a) 773,972 - 2,512,339 2,372,786 160,466 292,441
Other related parties (b) 3,193,695 4,062,552 - - - -
3,967,667 4,062,552 2,512,339 2,372,786 160,466 292,441
Balances 30.06.2013 30.06.2012 30.06.2013 30.06.2012 30.06.2013 30.06.2012
Associated companies and joint ventures (a) 135,825 295,683 1,255,733 461,712 13,807,905 16,807,905
Other related parties (b) 14,823 651,646 - 81 - -
150,648 947,329 1,255,733 461,793 13,807,905 16,807,905
Purchases and services Sales and services Interest income
Accounts payable Accounts receivable Granted loans
(a) All entities consolidated by the equity method as of 30 June 2013 and 2012 (Note 4.2); (b) Were considered as related parties the companies of Ramada Group.
Besides the transactions identified above, there are no other transactions with related companies. Besides the companies included in consolidation (Note 4), entities considered as related parties as of 30 June 2013 can be detailed as follow:
Adcom Media Anúncios e Publicidade, S.A. Alteria, S.G.P.S., S.A. Storax – Equipements, S.A. Caderno Azul, S.G.P.S., S.A. Actium Capital, S.G.P.S., S.A. Cofihold, S.G.P.S., S.A. Cofina, SGPS, S.A. Cofina B.V. Cofina Media, SGPS, S.A. Cofina Eventos e Comunicação, S.A. Destak Brasil – Editora de Publicações, S.A. Destak Brasil – Empreendimentos e Participações, S.A. Edisport – Sociedade de Publicações, S.A. Edirevistas – Sociedade Editorial, S.A. Efe Erre Participações, S.G.P.S., S.A. Elege Valor, S.G.P.S., S.A. F. Ramada – Investimentos, SGPS, S.A. F. Ramada – Aços e Indústrias, S.A. F. Ramada – Produção e Comercialização de Estruturas Metálicas de Armazenagem, S.A. F. Ramada II, Imobiliária, S.A. F. Ramada Serviços de Gestão, Lda. Grafedisport – Impressão e Artes Gráficas, S.A. Livre Fluxo, S.G.P.S., S.A. Malva – Gestão Imobiliária, S.A. Mediafin, SGPS, S.A. Metronews – Publicações S.A. Mercados Globais – Publicação de Conteúdos, Lda. Presselivre – Imprensa Livre, S.A. Sociedade Imobiliária Porto Seguro – Investimentos Imobiliários, S.A. Storax Racking Systems, Ltd.
ALTRI, S.G.P.S., S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF 30 JUNE 2013
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
- 11 -
Storax Benelux Transjornal – Edição de Publicações, S.A. Torres da Luz – Investimentos Imobiliários, S.A. Universal Afir – Aços, Máquinas e Ferramentas, S.A. VASP – Sociedade de Transportes e Distribuições, Lda Web Works – Desenvolvimento de Aplicações para Internet, S.A. Valor Autêntico, SGPS, S.A.
18. APPLICATION OF THE NET INCOME
Relating to the year ended in 2012, the Board of Directors proposed, in its general report, that the individual net loss of Altri, SGPS, S.A. in the amount of 4,145,968.07 Euro will be transferred to returned earnings. The proposal was approved in the General Assembly held on 18 April 2013. The Board of Directors proposed also the distribution of free reserves in the amount of 5,128,292.80 Euro, as dividends, corresponding to a dividend of 0.025 Euro by share, this proposal was also approved on the General Assembly held on 18 April 2013.
19. FINANCIAL STATEMENTS APPROVAL
The financial statements were approved by the Board of Directors and authorized for issuance in 31 July 2013.
20. EXPLANATION ADDED FOR TRANSLATION
These consolidated financial statements are a translation of financial statements originally issued in Portuguese, prepared using accounting policies consistent with the International Financial Reporting Standards and with accordance with the International Accounting Standard 34 – Interim Financial Reporting, some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
The Board of Directors,
Paulo Jorge dos Santos Fernandes – President
João Manuel Matos Borges de Oliveira
Pedro Macedo Pinto de Mendonça
Domingos José Vieira de Matos
Laurentina da Silva Martins