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Corticeira Amorim

Annual / Quarterly Financial Statement Sep 30, 2019

1912_ir_2019-09-30_83cba25a-ca22-42e0-95df-ffc710c4eb17.pdf

Annual / Quarterly Financial Statement

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CORTICEIRA AMORIM

Consolidated Financial Statement June 30, 2019

First half 2019 (1H19) (Audited) Second quarter 2019 (2Q19) (Non-audited)

Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails

Dear Shareholders,

In accordance with the law, CORTICEIRA AMORIM, S.G.P.S., S.A., a public company, presents its:

CONSOLIDATED MANAGEMENT REPORT

1. SUMMARY OF ACTIVITY

Concerns relating to the longevity of the economic cycle, trade disputes and political instability persisted during the second quarter of 2019, affecting the confidence of economic agents, particularly financial market players. Protectionist measures implemented by a number of countries, most importantly the US, impacted international trade and are likely to have led to supply chain changes. The US recorded economic growth of 2.1% for the quarter, a slower rate of expansion than during the previous three months, but, nevertheless, stronger than expected. The Euro Zone registered quarterly growth of 0.2%, half the rate of the first three months. Following a stronger performance at the beginning of 2019, the downward growth trend that has prevailed since mid-2018 returned amid fears that the German economy may have contracted.

CORTICEIRA AMORIM lifted total sales to €412.2 million, representing growth of 3.1%. The price effect was largely responsible for the increase. The foreign exchange component (mainly the US dollar) also helped leverage sales growth. In terms of sales by Business Unit (BU), the Cork Stopper (+4.7%), Composite Cork (+4.0%) and Insulation Cork (+15.6%) BUs made the most positive contributions.

EBITDA totalled €68.3 million, a reduction of 11.8% compared with the first half of 2018. The EBITDA-sales ratio also fell in comparison with the same period of the previous year (from 19.4% to 16.6%). In a context of greater pressure on the gross margin resulting from the increased price of raw material cork, the Group continued to implement measures to increase operating efficiency alongside rigorous cost controls and a reduction in impairments.

Adopting IFRS 16 – Leasing standards did not have a significant impact on Corticeira Amorim's financial statements. As of June 30, 2019, the main impacts were: a €0.8 million increase in EBITDA, a €0.8 million increase in depreciations and a €5.1 million increase in debt.

Net debt totalled €149.9 million at the end of the first half of 2019, compared with €139.0 million at the end of 2018. Excluding the effect of adopting IFRS 16, this debt would have totalled €144.8 million at the end of June. In spite of dividend payments, investments in tangible assets and working capital, the liquidity generated by business activities almost fully covered the Group's funding needs in the first six months of 2019.

After earnings attributable to non-controlling interests, net income totalled €40.4 million, a reduction of 2.1% compared with the €41.2 million recorded for the first six months of 2018.

In compliance with the decision of the General Shareholders' Meeting held on April 12, a dividend of €0.185 per share, totalling €24.6 million, was distributed on April 30.

2. OPERATING ACTIVITIES – FIRST HALF 2019

The Raw Materials BU recorded sales of €106.9 million, an increase of 12% compared with the first half of 2018. This was mainly attributable to increased activity and higher prices. The BU's sales are mainly targeted at others companies within the Corticeira Amorim group.

EBITDA totalled €12.2 million, a reduction in comparison with the same period of the previous year (1H18: €18.5 million). Pressure on margins reflected the consumption of raw material cork acquired at higher prices as well as the lower yield of the cork consumed and increased operational costs.

Despite being affected by weather conditions, the 2019 cork purchasing campaign is progressing as expected, with an increase in the quantities available and a slight reduction in prices.

The BU's projects for increasing automation and improving sensorial quality are moving ahead according to plan.

The Cork Stopper BU recorded sales of €295.7 million, an increase of 4.7% compared with the first half of 2018.

Led by the US, Italy and Spain, sales growth in terms of geographical markets was balanced. In the French market, sales reflected the weak harvest of 2017, particularly in regard to Bordeaux wines. Sales of NDTech® services stoppers rose to 31 million units in the first half (1H18: 25 million units).

The BU's EBITDA rose to €55.7 million (+3.0% compared with the same period of 2018). The EBITDA margin remained stable at 18.8% (1H18: 19.1%). Increased raw material yields and efficiency gains practically offset increases in the price of raw material cork and in operational expenses, with the EBITDA margin decreasing only slightly.

The BU completed SAP (Systems, Applications and Products) implementation for its spirits and sparkling sector segment without any significant impact to business activities. SAP implementation for its still wine segment is planned for the third quarter of 2019.

First-half sales by the Composite Cork BU totalled €53.4 million, up 4% on the same period of 2018. Sales growth was supported by the favourable EUR/USD exchange rate and market price increases.

In terms of segments, sales growth in the areas of resilient and engineering flooring manufacture as well as sport surfaces stood out, reflecting the BU's efforts to develop and launch new products. Sales decreased in the heavy construction, multi-purpose seals and gaskets and office products segments.

Sales growth to Europe, the Middle East and Africa (EMEA) remains the most notable aspect in regard to geographical markets. The BU maintains, and will continue to maintain, its principle focus on the circular economy, specifically the reuse and recycling of waste produced by other industries.

First-half EBITDA totalled €6.1 million, while the EBITDA margin rose to 11.5% (1H18: 10.4%) as a result of increased final product prices, improved cork grinding yields and the evolution of exchange rates.

Sales by the Floor and Wall Coverings BU fell 2.2% to €56.1 million. Sales trends to the US, Russian and Chinese markets remained negative, but were partially offset by increased sales to Scandinavia and Italy.

The BU's recorded a negative EBITDA of €2.1 million, reflecting spending related to the launch of the new line of WISE products (essentially development and marketing expenses). The BU's negative performance also reflects a need for additional efficiency measures. These are already being implemented, in areas such as logistics and industrial operations in order to reverse the trend observed during this period.

Key factors for reversing the downward trend in the BU's results include repositioning the brand, rationalising the product portfolio and measures for increasing productivity and operational efficiency.

Sales by the Insulation BU totalled €7 million, an increase of 15.6% compared with the first six months of 2018. Greater activity levels and price increases supported the increase. The increase in granulate sales was of particular note. In terms of geographical markets, increased sales in Europe (especially Italy and France) offset decreased sales in Asia.

EBITDA totalled -€0.4 million (1H18: €0.8 million). In spite of the increase in sales, the consumption of higher-priced raw materials, as well as increased impairments and compensation payments negatively impacted the BU's profitability.

3. CONSOLIDATED PROFIT AND LOSS ACCOUNT AND FINANCIAL POSITION

The increase in sales resulted largely from increased prices and the evolution of exchange rates, increased sales volumes having only a residual impact. The change in the percentage gross margin over production (from 49.3% to 48.0%) reflects an increase in production costs mainly due to the increased cost of raw materials.

In terms of operating costs, the increase of about €3.7 million in staff costs (+5.2%) is largely due to an increase in the average number of employees, an increase needed to support the growth in business activity, as well as to the moving in-house of part of the purchases made on the secondary market. The costs of external supplies and services increased 3.3%. This reflects an increase in maintenance and repair costs, which was partially offset by a reduction in energy costs. The value recorded under impairments was close to zero.

The negative change in other operating income/expenses with an impact in EBITDA rose to about €1 million. The impact of exchange rate differences on assets receivable and liabilities payable, together with the respective foreign exchange hedging measures included under other operating income/gains was negative in the amount of approximately €0.2 million (H118: €0.3 million).

Due to the drop in profitability and the other changes previously referred to, EBITDA decreased by 11.8% to €68.3 million. The EBITDA-sales ratio was 16.6% (1H18: 19.4%).

First-half financial expenses reflect the updating of Bourrassé's financial liabilities. The effect was positive due to a revision of Bourrassé's 2019 earnings forecast. In spite of the higher level of interest rates costs due to an increase in average debt, the positive Bourrassé effect resulted in a decrease in financial expenses in comparison with the first half of 2018.

Income from associate companies totalled €4.4 million. The increase in relation to the same period of 2018 (1H18: €1.3 million) reflects the recognition as earnings of the final part of the contingent amount receivable from the sale of US Floors (€2.3 million) and an improvement in the contribution from Trescasses (€1.3 million).

In regard to taxation, the Group benefitted from the reversal of provisions, mainly resulting from the final inspection that allowed the use of tax losses at a Spanish subsidiary and the recognition of 2018 investment tax benefits, the value of which was only determined in 2019.

After income tax of €10.9 million and the allocation of profits to non-controlling interests, total net income attributable to CORTICEIRA AMORIM shareholders totalled €40.4 million, a decrease of 2.1% compared with the income of €41.2 million recorded for the first half of 2018.

Earnings per share were €0.303, compared with €0.310 for the same period of the previous year.

Total net assets at the end of June 2019 amounted to €1,017 million. Compared to December 2018 (€966 million) notable changes included customers (+€26 million due to increased activity) and other operating assets (+€27 million, mainly due to the on-going cork purchasing campaign). These were offset by a reduction in inventories (-€19 million).

The change in the second balance sheet item (equity and liabilities) reflects the recognition of net income for the period (+€40.4 million). This was offset by the dividends distributed (-€24.6 million) as well as by the increase in remunerated debt (+€13.4 million), tax on earnings (+€13.5 million) and other operating liabilities (+€7.3 million).

At the end of the first half of 2019, net interest-bearing debt totalled €149.9 million (12M18: €139.0 million). Excluding the impact of adopting IFRS 16, as mentioned above, net interest-bearing debt would have totalled €144.8 million. EBITDA generated by business activities was offset by capital investment and working capital requirements. Excluding any extraordinary factors, net interest-bearing debt is expected to decrease in the second half of 2019, mainly due to a reduction in cash flow needs related to working capital.

At the end of June 2019, the Group's shareholder equity totalled €516 million. The financial autonomy ratio stood at 50.8%.

4. KEY CONSOLIDATED INDICATORS

1H18 1119 yoy 2018 2Q19 qoq
Sales 399,865 412,243 3.1% 214,505 209,920 -2.1%
Gross Margin - Value 206,977 204,219 -1.3% 107,023 101,502 -5.2%
1) 49.3% 48.0% -1.3 p.p. 47.9% 46.4% -1.52 p.p.
Operating Costs - current 146,034 153,929 5.4% 74,828 76,838 2.7%
EBITDA - current 77,424 68,287 -11.8% 40,583 33,503 -17.4%
EBITDA/Sales 19.4% 16.6% -2.8 p.p. 18.9% 16.0% -3. p.p.
EBIT - current 60,943 50,290 -17.5% 32,195 24,663 -23.4%
Non-current results 2) 681 0 N/A 820 O N/A
Net Income 41,214 40,352 -2.1% 22,393 21,742 -2.9%
Earnings per share 0.310 0.303 -2.1% 0.178 0.173 -2.9%
Net Bank Debt 102,134 149,912 47,778 -
Net Bank Debt/EBITDA (x) 3) 0.73 1.20 0.47 x -
EBITDA/Net Interest (x) 4) 136.6 81.8 -54.87 x 145.3 73.1 -72.22 x

5. OUTLOOK FOR THE SECOND HALF OF 2019

The impact of using raw material cork acquired at higher prices is expected to continue during the second half of 2019. Increased product prices and improved operational efficiency are the main ways of mitigating this trend in order to ensure that profitability does not fall below the levels recorded for the first half.

To achieve the goal set out in the previous paragraph, it will be important to reverse the negative results recorded by the Floor and Wall Coverings BU and to that the exchange rates issue is not a constraining factor.

CORTICEIRA AMORIM is expected to maintain its level of business activity to leverage its growth.

6. BUSINESS RISKS AND UNCERTAINTIES

Provided the Group's cork needs are met during the coming year, only a rapid deterioration of economic activity or a significant devaluation of the USD could adversely affect CORTICEIRA AMORIM's performance over the next six months.

7. OWN SECURITIES

During the first half of 2019, CORTICEIRA AMORIM did not acquire or dispose of any treasury shares.

As of June 30, 2019, CORTICEIRA AMORIM held no treasury shares.

8. SHAREHOLDERS' EQUITY

List of shareholders owning qualifying holdings, as of June 30, 2019:

Shares Held Participation Voting Rights
Shareholder (quantity) (%) (%)
Qualifying interests:
Amorim Investimentos e Participações, S.A. 67,830,000 51.000% 51.000%
Investmark Holdings, B.V. 13,725,157 10.320% 10.320%
Amorim International Participations, B.V. 13,414,387 10.086% 10,086%
Freefloat (a) 38,030,456 28.594% 28.594%
Total 133,000,000 100.000% 100.000%

(a) (Includes the participation of investment funds managed by Santander Asset Management, S.A., S.G.I.I.C. which, as of June 5, 2019, held 3,045,823 shares, corresponding to 2.29% of Corticeira Amorim's share capital and voting rights, distributed as follows: SANTANDER SMALL CAPS ESPAÑA Fund, FI: 1,239,138 shares, corresponding to 0.932% of the share capital and voting rights; SANTANDER SOSTENIBLE 1 FI Fund: 347,948 shares, corresponding to 0.262% of the share capital and voting rights; SANTANDER SOSTENIBLE 2 FI Fund: 408,581 shares, corresponding to 0.307% of the share capital and voting rights; SANTANDER SOSTENIBLE ACCIONES FI Fund: 465,126 shares, corresponding to 0.350% of the share capital and voting rights; SANTANDER SMALL CAPS EUROPE Fund, FI: 541,432 shares, corresponding to 0.407% of the share capital and voting rights; SANTANDER SMALL EQUALITY ACCIONES Fund, FI: 43,598 shares, corresponding to 0.033% of the share capital and voting rights.

Shareholder
Amorim Investimentos e Participações, SGPS, S.A. (b)
Shares held % of Share
capital with
voting rights
Directly 67,830,000 51.000%
Total attributable 67,830,000 51.000%

(b) The capital of Amorim Investimentos e Participações, SGPS, S.A is wholly owned by three companies (Amorim Holding Financeira, SGPS, SA (5.63%), Amorim Holding II SGPS, SA (44.37%) and Amorim-Sociedade Gestora de Participações Sociais, SA (50%)) without any of them having a controlling stake in the company, thereby terminating in this, the imputation chain, under the terms of Article 20 of Cod.VM. The share capital and voting rights of the three companies are held, respectively, in the case of the first two companies, directly and indirectly (through Imoeuro SGPS, SA and Oil Investment0, BV) by Ms Maria Fernanda Ramos Oliveira Amorim and daughters, and, in the case of the third, by Mr. António Ferreira de Amorim, wife and children.

Shareholder
Investmark Holding BV
Shares held % of Share
capital with
voting rights
Directly 13,725,157 10.320%
Total attributable 13,725,157 10.320%
Shareholder
Great Prime S.A. (c)
Shares held % of Share
capital with
voting rights
Directly - -
Through Investmark Holding BV, which controls 100% 13,725,157 10.320%
Total attributable 13,725,157 10.320%
% of Share
Shares held capital with
voting rights
- -
13,725,157 10.320%
13,725,157 10.320%

(c) (c) As of June 30, 2019, the share capital of Great Prime, SA was wholly owned by three companies (Amorim Participações Internacionales, SGPS, SA (33.3%), Vintage Prime, SGPS, SA (33.3%) and Stock Price, SGPS, SA (33.3%), companies which in turn are controlled by Mrs. Maria Fernanda Oliveira Ramos de Amorim, who holds 95% of the respective share capital and voting rights.

(d) Following the corporate reorganisation of July 2, 2019 (a transaction announced to the market on July 7, 2019), the voting rights attributable to Great Prime, SA changed: the share capital of Great Prime, SA is now fully owned by three companies: Porta da Lua, SA (60.4%), API Amorim Participacoes Internacionales, SGPS, SA (19.8%) and Vintage Prime, SGPS, SA (19.8%), companies whose control continues to be attributable to Ms. D. Maria Fernanda Ramos Oliveira Amorim because of her participation in their respective share capitals: Porta da Lua, SA (100%), API Amorim International Participations, SGPS, SA (95%) and Vintage Prime, SGPS, SA (95%).

Shareholder
Amorim International Participations, BV
Shares held % of Share
capital with
voting rights
Directly 13,414,387 10.086%
Total attributable 13,414,387 10.086%
Shareholder
Amorim, Sociedade Gestora de Participações Sociais, S.A.
(d)
Shares held % of Share
capital with
voting rights
Directly - -
Through Amorim International Participations BV, which controls
100%
13,414,387 10.086%
Total attributable 13,414,387 10.086%
(e)
The capital of Amorim, Holding Company, S.A. is owned by Mr. António Ferreira de Amorim and his wife and children. None

of them holds a controlling interest in the company.

9. TRANSACTIONS BY DIRECTORS AND OFFICERS

In compliance with the provisions of paragraphs 6 and 7 of article 14 of CMVM Regulation No. 5/2008, it is stated that during the first half of 2019 the following transaction of CORTICEIRA AMORIM shares was carried out by one of its directors:

  • Investmark Holdings, BV, a company in which Luísa Alexandra Ramos Amorim, a member of the Board of Directors of Corticeira Amorim and a member of the Board of Directors of Investmark Holdings, BV, which holds a qualified holding in Corticeira Amorim, announced the launch of a private offer to sell up to 4,600,000 shares representing the capital of Corticeira Amorim, SGPS, SA, addressed exclusively to institutional investors through an accelerated book building (ABB) mechanism. At the conclusion of the offer, on June 4, 2019, it sold 4,600,000 shares representing 3.5% of the share capital of Corticeira Amorim, SGPS, SA (placement price: €9.50 per share; total deposit: €43,700,000). As a result of this transaction, Investmark Holdings, BV now holds 13,725,157 shares representing 10.32% of the share capital and 10.32% of the voting rights of Corticeira Amorim, SGPS, SA, a situation that remained unchanged as of June 30, 2019.

There were no transactions in financial instruments related to securities issued by the Company, either by its directors, or by the companies that dominate CORTICEIRA AMORIM, or by persons closely related to them.

10. LIST OF SHAREHOLDERS OWNING MORE THAN ONE TENTH OF THE COMPANY'S SHARE CAPITAL

  • i. Amorim Investimentos e Participações, SA held 67,830,000 Corticeira Amorim shares, corresponding to 51% of its share capital and 51% of the voting rights;
  • ii. Investmark Holdings, B.V. held 13,725,157 Corticeira Amorim shares, corresponding to 10.32% of its share capital and 10.32% of the voting rights;
  • iii. Amorim International Participations, B.V. held 13,414,387 Corticeira Amorim shares, corresponding to 10.086% of its share capital and 10.086% of the voting rights.

These were the verified shareholdings as of 30 June, 2019. They remained unchanged on the date of publication of this report.

11. SUBSEQUENT EVENTS

According to a statement to the market on July 25, 2019, CORTICEIRA AMORIM, SGPS, SA, through its subsidiary Amorim & Irmãos, SA, entered into an agreement to acquire 50% of the company VINOLOK, a.s., headquartered in Jablonec nad Nisou in the Czech Republic.

Under the terms of the agreement, 50% of the share capital of VINOLOK, a.s., in the amount of €10.988 million, was acquired from PRECIOSA Group, which will retain the remaining 50%, ensuring the joint management of the acquired company. In the year ending on March 31, 2019, VINOLOK, which has a highly specialised team of around 170 employees, recorded a turnover of approximately €16 million and an EBITDA of €5.3 million.

Another transaction involved the purchase of an additional 10% of Bourrassé for €5 million, as provided for in the purchase agreement.

Other than these events and as of the date of this report, no other material facts were recorded that could materially affect the financial position and future results of CORTICEIRA AMORIM or the affiliated companies included in its consolidated group.

12. STATEMENT OF RESPONSIBILITY

In accordance with the requirements of Section 246.1(c) of the Portuguese Securities Market Act, the directors state that, to the best of their knowledge, the financial statements for the half year ended June 30, 2019 and all other accounting documents have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of CORTICEIRA AMORIM, SGPS, SA and the undertakings included in the consolidation taken as a whole. The directors further state that the Directors' Report faithfully describes the development, performance and position of CORTICEIRA AMORIM's business and the undertakings included in the consolidation taken as a whole. The Directors' Report contains a special section describing the main risks and uncertainties that could impact our business in the next six months.

Mozelos, July 29, 2019

The Board of Directors of CORTICEIRA AMORIM, S.G.P.S., S.A.

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

thousand euros
Notes June 30,
2019
December 31,
2018
June 30,
2018
Assets
Tangible assets VII 263,680 259,433 235,597
Intangible assets VIII 8,401 7,585 4,627
Right of use VII 6,848
Goodwill VIII 13,621 13,987 14,000
Biological assets 203 240
Investment property X 5,413 5,481 5,582
Investments in associates and joint ventures VI & X 11,566 9,537 10,300
Other financial assets 1,635 1,632 2,282
Deferred tax assets XI 12,736 13,346 12,215
Other debtors XIII 4,536 4,844
Non-current assets 328,641 316,084 284,604
Inventories XII 387,093 406,090 356,690
Trade receivables 200,726 174,483 202,817
Income tax assets 11,826 8,915 14,167
Other debtors XIII 63,034 35,704 47,727
Other current assets XIII 1,925 3,103 3,441
Cash and cash equivalents XIV 24,215 21,695 22,461
Current assets 688,819 649,989 647,303
Total Assets 1,017,459 966,074 931,907
Equity
Share capital XV 133,000 133,000 133,000
Other reserves XV 309,026 255,974 268,614
Net Income 40,352 77,389 41,214
Non-Controlling Interest XVI 34,072 31,871 32,221
Total Equity 516,450 498,234 475,049
Liabilities
Interest-bearing loans XVII 58,512 39,503 40,897
Other financial liabilities XIX 29,951 30,263 37,038
Provisions XXII 39,586 43,081 37,959
Post-employment benefits 1,637 1,621 1,517
Deferred tax liabilities XI 7,121 7,737 6,550
Non-current liabilities 136,807 122,205 123,961
Interest-bearing loans XVII 115,615 121,200 83,697
Trade payables XVIII 164,562 165,008 160,616
Other financial liabilities XIX 44,945 41,039 44,646
Other liabilities XIX 23,693 16,464 25,288
Income tax liabilities 15,387 1,924 18,651
Current liabilities 364,202 345,635 332,897
Total Liabilities and Equity 1,017,459 966,074 931,907

CONSOLIDATED INCOME STATEMENT BY NATURE

thousand euros
2019 2018 Notes 1H19 1H18
(non audited) (non audited)
209,920 214,505 Sales VI 412,243 399,865
106,685 116,209 Costs of goods sold and materials consumed 217,707 213,154
-1,733 8,727 Change in manufactured inventories 9,684 20,265
31,471 31,364 Third party supplies and services 63,216 61,188
37,674 35,854 Staff costs 74,664 70,964
496 289 Impairments of assets XX -45 349
2,777 2,641 Other income and gains 4,766 5,734
1,135 1,574 Other costs and losses 2,863 2,786
33,502 40,583 Operating Cash Flow (current EBITDA) 68,287 77,424
8,840 8,388 Depreciation VI, VII, VIII e IX 17,997 16,481
24,663 32,195 Operating Profit (current EBIT) 50,290 60,943
O 820 Non-recurrent results XX O 681
320 1,347 Financial costs 1,056 1,756
રેડ 12 Financial income 45 44
1467 514 Share of (loss)/profit of associates and joint-ventures × 4,412 1,348
25,844 32,194 Profit before tax 53,691 61,260
2,914 7,691 Income tax XI 10,908 16,302
22,931 24,503 Profit after tax 42,783 44,958
1,188 2,109 Non-controlling Interest XVI 2,431 3,743
21,742 22,394 Net Income attributable to the equity holders of Corticeira Amorim 40,352 41,214
0.163 0.168 Earnings per share - Basic e Diluted (euros per share) XXV 0.303 0.310
thousand euros
2019
(non audited)
2018
(non audited)
Notes 1H19 1118
22,930 24,503 Net Income 42,783 44,958
Itens that may be reclassified through income statement:
323 -330 Change in derivative financial instruments fair value XIV 126 -745
-1,614 -416 Change in translation differences and other XIV 286 -667
25 -476 Share of other comprehensive income of investments accounted for using the
equity method
XIV -26 -1,275
-148 621 Other comprehensive income XIV -138 602
-1,413 -551 Other comprehensive income (net of tax) 249 -2,085
21,517 23,952 Total Net compreensive income 43,032 42,873
Attributable to:
20,746 21,489 Corticeira Amorim Shareholders 40,620 38,895
771 2,463 Non-controlling Interest 2,412 3,978
thousand euros
2019
(non audited)
2018
(non audited)
Notes 1H19 11-18
OPERATING ACTIVITIES
198,809 188,032 Collections from customers 386,518 370,069
-148,244 -124,418 Payments to suppliers -306,639 -284,220
-33,620 -25,077 Payments to employees -67,501 -57,754
16,945 38,537 Operational cash flow 12,378 28,095
-1,817 -1,261 Payments/collections - income tax -2,706 -984
12,785 -14,781 Other collections/payments related with operational activities 23,763 13,568
27,913 22,496 CASH FLOW FROM OPERATING ACTIVITIES 33,435 40,679
INVESTMENT ACTIVITIES
Collections due to:
282 153 Tangible assets 841 218
1 3 Intangible assets 1 43
104 83 Financial investments 2,509 850
69 ેટ Other assets 198 141
81 80 Interests and similar gains 131 149
0 O Dividends O O
Payments due to:
-11,469 -13,848 Tangible assets -22,795 -21,734
-440 -250 Financial investments -505 -4,662
-223 -521 Intangible assets -425 -841
-11,610 -14,205 CASH FLOW FROM INVESTMENTS -20,060 -25,835
FINANCIAL ACTIVITIES
Collections due to:
13,794 16,115 Loans 23,144 O
2,328 1,900 Government grants 2,377 1,997
728 97 Others 1,418 1,445
Payments due to:
8,850 O Loans O 7,521
-516 -334 Interests and similar expenses -1,184 -932
-24,815 -25,374 Dividends -24,815 -25,374
-2,018 -607 Government grants -2,018 -925
-17 -124 Others -213 -244
-1,766 -8,327 CASH FLOW FROM FINANCING -1,291 -16,510
14,537 -36 Change in Cash 12,084 -1,666
-69 -57 Exchange rate effect 157 -159
O O Perimeter variation 0 O
-40,967 -7,080 Cash at beginning XIV -38,740 -5,348
-26,499 -7,173 Cash at end XIV -26,499 -7,173
Attributable to owners of Corticeira Amorim. SGPS. S.A.
Notes Share
capital
Paid-in
Capital
Hedge
Accounting
Translation
Difference
Legal
reserve
Other
reserves
Net
income
Non-
controlling
interests
Total
Equity
Balance sheet as at January 1, 2018 133,000 38,893 468 -1,045 18,770 167,353 73,027 29,524 459,991
Profit for the year XV 2,725 70,303 -73,027 O
Dividends XV - -24,605 -770 -25,375
Changes in the percentage of interest retaining control XVI - -1,928 -511 -2,439
Consolidated Net Income for the period XV & XVI 41,214 3,743 44,958
Change in derivative financial instruments fair value XV -745 -745
Change in translation differences XV & XVI -377 -290 -667
Other comprehensive income of associates × -2,177 902 -1,275
Other comprehensive income 78 524 602
Total comprehensive income for the period 0 0 -745 -2,554 0 980 41,214 3,978 42,873
Balance sheet as at June 30, 2018 133,000 38,893 -277 -3,599 21,495 212,102 41,214 32,221 475,049
Balance sheet as at January 1, 2019 133,000 38,893 6 -4,060 21,495 199,642 77,389 31,871 498,234
Profit for the year XV 2,977 74,412 -77,389 O
Dividends XV - -24,605 -210 -24,815
Consolidated Net Income for the period XV & XVI 40,352 2,431 42,783
Change in derivative financial instruments fair value XV 126 126
Change in translation differences XV & XVI 76 210 286
Other comprehensive income of associates × -159 133 -26
Other comprehensive income 92 -230 -138
0 0 126 -83 0 225 40,352 2,412 43,032
Balance sheet as at June 30, 2019 133,000 38,893 132 -4,143 24,471 249,674 40,352 34,072 516,450

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

I - INTRODUCTION

At the beginning of 1991, Corticeira Amorim, S.A. was transformed into CORTICEIRA AMORIM, S.G.P.S., S.A., the holding company for the cork business sector of the Amorim Group. In this report, CORTICEIRA AMORIM will be the designation of CORTICEIRA AMORIM, S.G.P.S., S.A., and in some cases the designation of CORTICEIRA AMORIM, S.G.P.S. together with all of its subsidiaries.

CORTICEIRA AMORIM is mainly engaged in the acquisition and transformation of cork into a numerous set of cork and cork related products, which are distributed worldwide through its network of sales company.

CORTICEIRA AMORIM is a Portuguese company with a registered head office in Mozelos, Santa Maria da Feira. Its share capital amounts to 133 million euros, and is represented by 133 million shares, which are publicly traded in the Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A.

Amorim - Investimentos e Participações, S.G.P.S, S.A. held, as of December 31, 2018 and June 30, 2019, 67,830,000 shares of CORTICEIRA AMORIM, corresponding to 51.00% of the capital stock. CORTICEIRA AMORIM consolidates in Amorim – Investimentos e Participações, S.G.P.S., S.A., which is its controlling and Mother Company. Amorim – Investimentos e Participações, S.G.P.S., S.A. is owned by Amorim family.

These financial statements were approved in the Board Meeting of July 29, 2019. Shareholders have the capacity to modify these financial statements even after their release.

Except when mentioned, all monetary values are stated in thousand euros (Thousand euros = K euros = K€).

II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements as of June 30, 2019 were prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) and in accordance with International Accounting Standard 34 - Interim Financial Reporting, and include the statement of financial position, the income statement, the income statement and other comprehensive income, the statement of changes in equity and the condensed statement of cash flows, as well as the selected explanatory notes. The remaining notes were excluded because they have not suffered any changes in their standards which may affect the understanding of the financial statements.

The accounting policies adopted in the preparation of the consolidated financial statements of CORTICEIRA AMORIM are consistent with those used in the preparation of the financial statements presented for the year ended December 31, 2018, except for the adoption of the new standards whose application became effective on December 1, January 2019 and the application of IFRS 16 implied the changes referred to in the following paragraphs.

The Group's activity is exposed to a variety of financial risks inherent in its activity, and its monitoring and mitigation is carried out throughout the year. During the first six months of 2019, there were no material changes that could significantly affect the risk assessment to which the Group is exposed.

Changes in accounting policies and disclosures

The standards and interpretations that became effective as of 1 January 2019 are as follows:

  • IAS 19 (amendment), "Plan amendment, curtailment, or settlement" (effective for periods beginning on or after 1 January 2019, and early application is permitted). The objective of the amendment is to harmonise the accounting practices and provide relevant information on decision-making.
  • IAS 28 (amendment), "Clarification that measuring associates at fair value through profit or los sis a choise that is made for each investment" that is effective for periods beginning on or after 1 January 2019. The improvement clarified that (i) a company that is a risk capital company, or any other qualifying company, might choose to measure, its investments in associates and/or joint ventures at fair value through profit or loss at the moment of initial recognition and in relation to each investment. (ii) If a company that is not itself an investment entity holds an interest in an associate or joint venture that is an investment entity, the company might decide to maintain the fair value that those associates apply when measuring its subsidiaries by the application of the equity method. This option is taken separately for each investment on the later date considering (a) the initial recognition of the investment in that subsidiary; (b) this subsidiary as becoming an investment entity; and (c) when that subsidiary will be a parent company.
  • IFRIC 23 (interpretation), "Uncertainty over Income Tax Treatments" (effective for periods beginning on or after 1 January 2019). The interpretation addresses accounting for income taxes, when there is uncertainty over income tax treatments that affect the application of the IAS 12. The interpretation is not applicable to taxes and charges that are outside the scope of the IAS 12, nor include specific requirements relating to interest and penalties associated with uncertainty over tax treatments.
  • IFRS 9 (amendment), "Prepayment features with negative compensation" (effective for periods beginning on or after 1 January 2019). Amendments to IFRS 9 clarify that a financial asset meets the SPPI criteria regardless of the event or circumstances that caused the anticipated termination of the contract and regardless of which party pays or receives reasonable compensation for the early termination of the contract.
  • IFRS 16 (new), "Leases" (effective for annual periods beginning on or after 1 January 2019, with the option of early application). This standard sets out recognition, presentation, and disclosure of leasing contracts, defining a single accounting model. Aside from lower contracts than 12 months and low value (optional), leases should be accounted as an asset and a liability.
  • Improvements to International Financial Reporting Standards (2015-2017 cycle) that is effective for periods beginning on or after 1 January 2019. The improvements involve the review of the IFRS 3 Business combination - interest previously held in a joint operation, IFRS 11 Joint arrangements - interest previously held in a joint operation, IAS 12 Income taxes consequences 38 for income tax resulting from payments for financial instruments, which are classified as equity instruments and IAS 23 Borrowing costs - borrowing costs eligible for capitalisation.

Material impacts on the consolidated financial statements of the group of the application of these standards and amendments are not estimated, except for IFRS 16.

Estimated impacts of IFRS 16 Leases

IFRS 16 was issued in October 2017 and should be applied for periods beginning on or after 1 January 2019, being the early adoption permitted. This standard establishes the form of recognition, presentation and disclosure of leases, defining a single model of recognition.

Transition

The new standard will replace all current requirements, principles of recognition, measurement, presentation and disclosure of leases prescribed in IFRS, particularly in IAS 17 - Leases and should be applied retrospectively, adopting one of the following methods:

i) complete retrospective application: it implies the restatement of all comparatives periods; or

ii) modified retrospective application: recognition of the cumulative effect, during the first period of application of the standard, as an adjustment to equity, and during the opening balance of the period when the standard is adopted.

A Corticeira Amorim adopted the new standard on the effective date requested (1 January 2019), using the full retrospective method.

Leases

A lease is defined as a contract, or part of a contract, that transfers the right to use a good (the underlying asset), for a period, in exchange for a value.

At the beginning of each contract, an entity shall evaluate and identify whether it is or contains a lease. This evaluation involves an exercise of judgment on whether each contract depends on a specific asset, if the entity obtains substantially all the economic benefits from the use of that asset and if the entity has the right to control the use of the asset.

In the case of contracts that constitute or contain a lease, entities shall account for each component of the lease contained in the contract as a lease, separately from the other components of the contract that are not leases, unless the entity applies the practical expedient foreseen in the scope of the standard. Corticeira Amorim has not adopted this practical expedient.

IFRS 16 establishes that lessees account for all leases based on a single on-balance model recognition, similarly to the treatment that IAS 17 establishes for financial leases.

The standard allows two exceptions to this model: (1) low value leases and (2) short term leases (with a lease term lower than 12 months). Corticeira Amorim adopted these exceptions.

At the start date of the lease, the lessee recognises the responsibility related to the lease payments (the lease liability) and the asset that represents the right to use the underlying asset during the lease period (the right of use or "ROU").

Lessees will have to separately recognise the cost of interest on the lease liability and the depreciation of the ROU.

Tenants should also remeasure the lease liability according to the occurrence of certain events (such as a change in the lease period, a change in future payments that result from a change in the reference rate or the rate used to determine such payments). The lessee will recognise the amount of the remeasurement of the lease liability as an adjustment in the ROU.

The impact of adopting IFRS 16 is detailed as follows: recognition of assets and related liability of 5.1 M €; increase in depreciation and reduction of external supplies and services by 0.8 M €. Details of the impact of usage rights on January 1 and June 30 are presented in note VII. The main components of the right of use that have been recognized relate essentially to transport equipment and facilities.

At the date of approval of these financial statements, there are no standards and interpretations endorsed by the European Union, with mandatory application in future financial years

The following standards, interpretations, amendments, and revisions, with mandatory application in future financial years have not yet been endorsed by the European Union, at the date of approval of these financial statements:

IAS 1 e IAS 8 (amendment), "Definition of material" (effective for periods beginning on or after January 1, 2020). The intent of amending the standard is to clarify the definition of material and to align the definition used in international financial reporting standards.

  • IFRS 3 (amendment), "Business Combinations" (effective for periods beginning on or after January 1, 2020). The intent of the amendment to the standard is to overcome the difficulties that arise when an entity determines whether it has acquired a business or a set of assets.
  • IFRS 17 (new), "Insurance Contracts" (effective for periods beginning on or after January 1, 2021). The general objective of IFRS 17 is to provide a more serviceable and consistent accounting model for insurance contracts between entities that issue them globally.
  • Improvements to international financial reporting standards (issued on March 29, 2018, to be applied for annual periods beginning on or after January 1, 2020). These improvements involve reviewing various standards.

The Group has been evaluating the impact of these amendments. It will apply this standard once it becomes effective or when earlier application is permitted.

III - CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of consolidated financial statements requires the Group's management to make judgments and estimates that affect the statement of financial position and the reported results. These estimates are based on the best information and knowledge about past and/or present events and on the operations that the Company considers it may implement in the future. However, at the date of completion of such operations, their results may differ from these estimates.

Changes to these estimates that occur after the date of approval of the consolidated financial statements will be corrected in the income statement in a prospective manner, in accordance with IAS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors".

The estimates and assumptions that imply a greater risk of giving rise to a material adjustment in assets and liabilities are described below:

- Entities included in the consolidation perimeter

To determine the entities to be included in the consolidation perimeter, the Group assesses the extent to which it is exposed, or has rights, to variability in return from its involvement with that entity and can take possession of them through the power it holds over this entity.

The decision that an entity must be consolidated by the Group requires the use of judgment, estimates, and assumptions to determine the extent to which the Group is exposed to return variability and the ability to take possession of them through its power.

Other assumptions and estimates could lead to the Group's consolidation perimeter being different, with direct impact on the consolidated financial statements.

- Impairment of non-current assets, excluding goodwill

The determination of a possible impairment loss can be triggered by the occurrence of various events, such as the availability of future financing, the cost of capital or other market, economic and legal changes or changes with an adverse effect on the technological environment, many of which are beyond the Group's control.

The identification and assessment of impairment indicators, the estimation of future cash flows, and the calculation of the recoverable value of assets involve a high degree of judgment by the Board.

- Impairment of goodwill

Goodwill is annually subjected to impairment tests or whenever there are indications of a possible loss of value in accordance with the criteria described in Note II b) of the annual report of December 31, 2018. The recoverable values of the cash-generating units to which goodwill is allocated are determined based on the calculation of current use values. These calculations require the use of estimates by management.

- Intangible and tangible assets

The life of an asset is the period during which the Company expects that an asset will be available for use and this should be reviewed at least at the end of each financial year.

The determination of the useful lives of assets, the amortisation/depreciation method to be applied, and the estimated losses resulting from the replacement of equipment before the end of its useful life due to technological obsolescence is crucial in determining the amount of amortisation/depreciation to be recognised in the consolidated income statement each period.

These three parameters are defined using management's best estimates for the assets and businesses concerned, and taking account of the practices adopted by companies in the sectors in which the Group operates.

- Provisions

The Group periodically reviews any obligations arising from past events, which should be recognised or disclosed. The subjectivity involved in determining the probability and amount of internal resources required to meet obligations may give rise to significant adjustments, either due to changes in the assumptions made, or due to the future recognition of provisions previously disclosed as contingent liabilities.

- Deferred income tax assets

Deferred income tax assets are recognised only when there is strong assurance that there will be future taxable income available to use the temporary differences or when there are deferred tax liabilities whose reversal is expected in the same period in which the deferred tax assets are reversed. The assessment of deferred income tax assets is undertaken by management at the end of each period taking account of the expected future performance of the Group.

- Expected credit loss

The credit risk on the balances of accounts receivable is assessed at each reporting date, through the use of a collection matrix, which is based on the history of past collections adjusted for the future expectation of evolution of collections, to determine the non-receipt rate.

Expected credit losses on accounts receivable are adjusted by the evaluation made, which may differ from the actual risk incurred in the future.

- Fair value of financial assets and liabilities

When the fair value of an asset or liabilities is calculated, on an active market, the respective market price is used. When there is no active market, which is the case with some of Corticeira Amorim financial assets and liabilities, valuation techniques generally accepted in the market, based on market assumptions, are used.

The Group applies evaluation techniques for unlisted financial instruments, such as derivatives, financial instruments at fair value and instruments measured at amortised cost. The most frequently used valorisation models are models of discounted cash flows and option models, which incorporate, for example, interest rate and market volatility curves.

For certain types of more complex derivatives, more advanced valuation models are used containing assumptions and data that are not directly observable in the market, for which the Group uses the proprietary model specified in Note III of the annual report of December 31, 2018.

- Revenue - return rights / quantity discounts

Some contracts give the customer the right to return goods and volume rebates. The right of return and volume discounts give rise to variable remuneration. When estimating the variable consideration, Corticeira Amorim determined that the use of a combination of the most probable quantity method and the value method expected is most appropriate. Before including any amount of variable consideration in the transaction price, Corticeira Amorim considers whether the amount of the variable consideration is restricted. Corticeira Amorim determined that the variable compensation estimates are limited based on their historical experience, forecast of business and economic conditions. In addition, uncertainty over variable consideration will be resolved in a short period of time.

IV - COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Raw Materials
Amorim Natural Cork, S.A.
Amorim Florestal, S.A.
Amorim Florestal II, S.A.
Country 1H19 2018
Vale de Cortiças - Abrantes PORTUGAL 100% 100%
Ponte de Sôr PORTUGAL 100% 100%
Ponte de Sôr PORTUGAL 100% 100%
Amorim Florestal III, S.A. Ponte de Sôr PORTUGAL 100% 100%
Amorim Florestal España, S.L. San Vicente Alcántara SPAIN 100% 100%
Amorim Florestal Mediterrâneo, S.L. Cádiz SPAIN 100% 100%
Amorim Tunisie, S.A.R.L. Tabarka TUNISIA 100% 100%
Comatral - C. de Maroc. de Transf. du Liège, S.A. Skhirat MOROCCO 100% 100%
Cosabe - Companhia Silvo-Agrícola da Beira S.A. Lisboa PORTUGAL 100% 100%
SIBL - Société Industrielle Bois Liége Jijel ALGERIA 51% 51%
Société Nouvelle du Liège, S.A. (SNL) Tabarka TUNISIA 100% 100%
Société Tunisienne d'Industrie Bouchonnière Tabarka TUNISIA ટર્ટન્ડર રેટિકેટ
Vatrya - Serviços de Consultadoria, Lda. Funchal - Madeira PORTUGAL 100% 100%
Cork Stoppers
Amorim & Irmãos, SGPS, S.A. Santa Maria Lamas PORTUGAL 100% 100%
ACI Chile Corchos, S.A. Santiago CHILE 100% 100%
ACIC USA, LLC California U.S. AMERICA 100% 100%
Agglotap, S.A. Girona SPAIN 91% 91%
All Closures In, S.A. Paços de Brandão PORTUGAL 75% 75%
Amorim & Irmãos, S.A. Santa Maria Lamas PORTUGAL 100% 100%
Amorim Australasia Pty Ltd. Adelaide AUSTRALIA 100% 100%
Amorim Bartop, S.A. Vergada PORTUGAL 75% 75%
Amorim Champcork, S.A. Santa Maria Lamas PORTUGAL 100% 100%
Amorim Cork América, Inc. California U.S.AMERICA 100% 100%
100%
Amorim Cork Beijing Ltd. Beijing CHINA 100%
Amorim Cork Bulgaria EOOD Plovdiv BULGARIA 100% 100%
Amorim Cork Deutschland GmbH & Co KG Mainzer GERMANY 100% 100%
Amorim Cork España, S.L. San Vicente Alcántara SPAIN 100% 100%
Amorim Cork Itália, SPA Conegliano ITALY 100% 100%
Amorim Cork South Africa (Pty) Ltd. Cape Town SOUTH AFRICA 100% 100%
Amorim France, S.A.S. Champfleury FRANCE 100% 100%
Amorim Top Series France, S.A.S. Merpins FRANCE 100% 100%
Amorim Top Series, S.A. Vergada PORTUGAL 75% 75%
Biocape - Importação e Exportação de Cápsulas, Lda. Mozelos PORTUGAL 60% 60%
Bouchons Prioux Epernay FRANCE 91% 91%
Chapuis, S.L. Girona SPAIN 100% 100%
Corchera Gomez Barris
(c)
Santiago CHILF 50% 50%
(b)
Corchos de Argentina, S.A.
Mendoza ARGENTINA 50% 50%
Corpack Bourrasse, S.A. Santiago CHILE 60% 60%
Elfverson & Co. AB Paryd SWEDEN 53% 53%
Equipar, Participações Integradas, Lda. Coruche PORTUGAL 100% 100%
S.A.S. Ets Christian Bourassé Tosse FRANCE 60% 60%
FP Cork, Inc. California U.S. AMERICA 100% 100%
Francisco Oller, S.A.
(e)
Girona SPAIN 94% 92%
HUNGARY 100% 100%
Hungarocork, Amorim, RT Budapeste CHILE 50% 50%
Indústria Corchera, S.A.
(c)
Santiago AUSTRIA
Korken Schiesser Ges.M.B.H. Viena 69% 69%
Olimpiadas Barcelona 92, S.L. Girona SPAIN 100% 100%
Portocork América, Inc. California U.S. AMERICA 100% 100%
Portocork France, S.A.S. Bordéus FRANCE 100% 100%
Portocork Internacional, S.A. Santa Maria Lamas PORTUGAL 100% 100%
Portocork Itália, s.r.l Milão ITALY 100% 100%
Sagrera et Cie Reims FRANCE 91% 91%
S.A. Oller et Cie
(e)
Reims FRANCE 94% 92%
Céret FRANCE 100% 100%
Epernay FRANCE 91% 91%
Rio Meão PORTUGAL 60% 60%
Cáceres SPAIN 100% 100%
50% 50%
FRANCE
(b) Perpignan
Santa Maria Lamas PORTUGAL 100%
Adelaide AUSTRALIA 91%
Treviso ITALY 91%
S.C.I. Friedland
S.C.I. Prioux
Socori, S.A.
Socori Forestal, S.L.
Société Nouvelle des Bouchons Trescases
TKCork - Advanced Cork Technology, S.A.
Trefinos Australia
Trefinos Italia, s.r.l
Trefinos USA, LLC
Fairfield, CA U.S. AMERICA 91%
Trefinos, S.L. Girona SPAIN 91%
Victory Amorim, S.L.
(c)
Navarrete - La Rioja SPAIN 50% 100%
91%
91%
91%
91%
50%

CORTICEIRA AMORIM, SGPS, S.A. | CONSOLIDATED FINANCIAL STATEMENTS 1ST HALF 2019

(b) – Equity method consolidation.

(c) – CORTICEIRA AMORIM directly or indirectly controls the relevant activities – line-by-line consolidation method.

(d) - Decrease in the percentage of interest.

(e) - Increase in the percentage of interest.

The percentages indicated above are the percentages of interests and not of control.

For entities consolidated by the full consolidation method, the percentage of voting rights held by "Non-Controlling Interests" is equal to the percentage of share capital held.

V - EXCHANGE RATES USED IN CONSOLIDATION

Exchage rates June
30, 2019
Average
1H 19
Average
2018
December
31, 2018
Argentine Peso ARS 48.2799 46.8049 32.9179 43.1452
Australian Dollar AUD 1.6244 1.6003 1.5797 1.6220
Lev BGN 1.9558 1.9557 1.9557 1.9557
Brazilian Real BRL 4.3511 4.3417 4.3085 4.4440
Canadian Dollar CAD 1.4893 1.5069 1.5294 1.5605
Swiss Franc CHF 1.1105 1.1295 1.1550 1.1269
Chilean Peso CLP 769.780 762.279 756.762 794.630
Yuan Renminbi CNY 7.8185 7.6678 7.8081 7.8751
Danish Krona DKK 7.4636 7.4651 7.4532 7.4673
Algerian Dinar DZD 134.712 134.084 137.334 135.454
Euro EUR 1.0000 1.0000 1.0000 1.0000
Pound Sterling GBP 0.8966 0.8736 0.8847 0.8945
Hong Kong Dollar HKD 8.8814 8.8574 9.2530 8.9819
Forint HUF 323.390 320.420 318.890 320.980
Yen JPY 122.600 124.284 130.396 125.850
Moroccan Dirham MAD 10.8860 10.8397 11.0770 10.9595
Zloty PLN 4.2496 4.2920 4.2615 4.3014
Ruble RUB 71.5975 73.7444 74.0416 79.7153
Swedish Krona SEK 10.5633 10.5181 10.2583 10.2548
Tunisian Dinar TIND 3.2692 3.3911 3.1079 3.4273
Turkish Lira TRL 6.5655 6.3562 5.7077 6.0588
US Dollar USD 1.1380 1.1298 1.1810 1.1450
Rand ZAR 16.1218 16.0434 15.6186 16.4594

VI - SEGMENT REPORT

CORTICEIRA AMORIM is organised in the following Business Units (BU): Raw Materials, Cork Stoppers, Floor and Wall Coverings, Composite Cork and Insulation Cork.

There are no differences between the measurement of profit and loss and assets and liabilities of the reportable segments, associated to differences in accounting policies or centrally allocated cost allocation policies or jointly used assets and liabilities.

For purposes of this Report, the Business approach was selected as the primary segment. This is consistent with the formal organization and evaluation of business. Business Units correspond to the operating segments of the company and the segment report is presented the same way they are analysed for management purposes by the board of CORTICEIRA AMORIM.

The following table shows the main indicators of the said units, and, whenever possible, the reconciliation with the consolidated indicators:

thousand euros
1119 Raw
Materials
Cork
Stoppers
Floor & Wall
Coverings
Composite
Cork
Insulation
Cork
Holding Adiustm. Consolidated
Trade Sales 8,936 290,631 55,959 50,753 5,727 237 412,243
Other BU Sales 97,949 5,047 143 2,597 1,271 900 -107,907
Total Sales 106,885 295,678 56,101 53,351 6,998 1,137 -107,907 412,243
EBITDA (current) 12,200 55,660 -2,053 6,126 -353 -1,928 -1,366 68,287
Assets (non-current) 33,706 178,855 38,383 40,831 4,180 1,457 31,228 328,641
Assets (current) 208,295 363,881 63,192 53,894 10,961 1,605 -13,009 688,819
Liabilities 62,910 189,433 41,706 35,849 2,449 17,784 150,878 501,009
Capex 2,808 13,055 1,998 5,147 206 113 0 23,327
Year Depreciation -2,133 -10,491 -3,323 -1,684 -300 -67 0 -17,997
Gains/Losses in associated
companies
0 1,911 2,356 150 0 -5 0 4,412
1113 Raw
Materials
Cork
Stoppers
Floor & Wall
Coverings
Composite
Cork
Insulation
Cork
Holding Adjustm. Consolidated
Trade Sales 11,258 278,454 55,707 49,174 5,211 61 399,865
Other BU Sales 84,186 4,042 1,644 2,100 840 1,665 -94,479
Total Sales 95,444 282,497 57,351 51,275 6,052 1,726 -94,479 399,865
EBITDA (current) 18,488 54,019 1,272 5,352 830 -2,111 -4.27 77,424
Assets (non-current) 24,128 156,188 39,537 34,007 3,998 1,264 25,481 284,604
Assets (current) 183,103 342,975 61,026 50,596 10,441 2,000 -2,838 647,303
Liabilities 45,007 197,908 41,987 40,791 2,522 25,272 103,371 456,858
Capex 2,666 16,106 2,110 2,302 249 20 0 23,452
Year Depreciation -1,820 -9,888 -2,886 -1,541 -288 -57 0 -16,481
Gains/Losses in associated
companies
0 582 779 0 0 -13 0 1,348

Adjustments = eliminations inter-BU and amounts not allocated to BU.

EBITDA = Profit before net financing costs, depreciation, equity method, non-controlling interests, income tax and non-recurrent results.

Provisions and asset impairments were considered the only relevant non-cash material cost.

Segments assets do not include DTA (deferred tax asset) and non-trade group balances.

Segments liabilities do not include DTL (deferred tax liabilities), bank loans and non-trade group balances.

The decision to report EBITDA figures allows a better comparison of the different BU performances, disregarding the different financial situations of each BU. This is also coherent with the existing Corporate Departments, as the Financial Department is responsible for the bank negotiations, being the tax function the responsibility of the Holding Company.

Cork Stoppers BU main product is the different types of existing cork stoppers. The main markets are the bottling countries, from the traditional ones like France, Italy, Germany, Spain and Portugal, to the new markets like USA, Australia, Chile, South Africa and Argentina.

Raw Materials BU is, by far, the most integrated in the production cycle of CORTICEIRA AMORIM, with 85% of its sales to others BU, specially to Cork Stoppers BU. Main products are bark and discs.

The remaining BU produce and sell a vast number of cork products made from cork stoppers waste. Main products are cork floor tiles, cork rubber for the automotive industry and antivibratic systems, expanded agglomerates for insulation and acoustic purposes, technical agglomerates for civil construction and shoe industry, as well as granulates for agglomerated, technical and champagne cork stoppers.

Major markets for flooring and insulation products are in Europe and for composites products the USA. Major production sites are in Portugal, where most of the invested capital is located. Products are distributed in practically all major markets through a fully owned network of sales companies. About 70% of total consolidated sales are achieved through these companies.

Capex was concentrated in Portugal. Assets in foreign subsidiaries totalize 413 M€, and are mostly composed by inventories (142 M€), trade receivables (139 M€) and tangible fixed assets (68 M€).

Sales by markets:

thousand euros
Markets 1119 1113
European Union 272,767 66.2% 268,570 67.2%
From which: Portugal 29,786 7.2% 30,288 7.6%
Other European countries 15,744 3.8% 15,158 3.8%
United States 74,902 18.2% 67,670 16.9%
Other American countries 22,929 5.6% 21,827 5.5%
Australasia 19,984 4.8% 21,528 5.4%
Africa 5,916 1.4% 5,111 1.3%
TOTAL 412,243 100% 399.865 100%

The value of sales relates in its entirety, as in 2018, to contracts covered by IFRS 15 - Revenue from contracts with customers.

VII - TANGIBLE ASSETS AND RIGHT OF USE

Land and
Buildings
Machinery Other Tangible Fixed
Assets in
Progress
Total
Tangible
Assets
thousand euros
Right of use
Gross Value 256,656 402,649 33,620 28,040 720,964
Depreciation and impairments -158,628 -304,938 -29,103 -390 -493,059 0
Opening balance (Jan 1, 2018) 98,029 97,711 4,516 27,650 227,905 0
ACQUISITION OF A SUBSIDIARY 138 903 73 O 1,114 0
INCREASE 2,310 3,045 899 16,354 22,608 0
PERIOD DEPREC. AND IMPAIRMENTS -2,704 -11,968 -1,113 0 -15,785 0
SALES AND OTHER DECREASES 47 76 -84 -69 -30 O
TRANSFERS AND RECLASSIFICATIONS -134 816 -15 -1,110 -444 0
TRANSLATION DIFFERENCES 125 -15 -15 87 181 0
Gross Value 259,432 407,123 34,017 43,300 743,872 0
Depreciation and impairments -161,622 -316,556 -29,707 -390 -508,275 0
Closing balance (Jun 30, 2018) 97,810 90,567 4,310 42,910 235,597 0
Gross Value 273,001 432,314 35,482 40,365 781,162 0
Depreciation and impairments -163,982 -326,970 -30,777 0 -521,729 0
Opening balance (Jan 1, 2019) 109,019 105,344 4,705 40,365 259,433 O
IFRS 16 adoption
Gross Value 0 - 2 883 0 0 - 2 883 10 202
Depreciation and impairments 0 914 0 0 914 - 3 473
Openingn after IFRS 16 adoption
(Jan
1, 2019)
109 019 103 375 4 705 40 365 257 464 6 729
INCREASE 3,038 7,989 1,112 10,306 22,445 1 091
PERIOD DEPREC. AND IMPAIRMENTS -3,074 -11,690 -982 0 -15,746 - 972
SALES AND OTHER DECREASES 166 -547 -63 0 -444 O
TRANSFERS AND RECLASSIFICATIONS 622 2,140 -207 -2,737 -182 0
TRANSLATION DIFFERENCES 94 21 8 20 143 O
Gross Value 277,086 437,529 35,756 47,954 798,325 11,293
Depreciation and impairments -167,221 -336,241 -31,183 0 -534,645 -4,445
Closing balance (Jun 30, 2019) 109,865 101,288 4,573 47,954 263,680 6,848

Impairment losses recognized in 2019 and 2018 were recognised on the "Depreciation/Amortization" line in the consolidated income statement by nature.

Expenses to place the assets in the required location and condition related with tangible fixed assets had no impact.

No interest was capitalised during the period.

thousand euros
Intangible
Assets
Goodwill
Gross Value 10,217 9,848
Depreciation and impairments -6,140 O
Opening balance (Jan 1, 2018) 4,077 9,848
ACQUISITION OF A SUBSIDIARY O 4,152
INCREASE 841 0
PERIOD DEPREC. AND IMPAIRMENTS -251 0
SALES AND OTHER DECREASES -42 0
TRANSFERS AND RECLASSIFICATIONS O O
TRANSLATION DIFFERENCES 3 O
Gross Value 10,848 14.000
Depreciation and impairments -6,221 0
Closing balance (Jun 30, 2018) 4,627 14,000
Gross Value 14.424 14,090
Depreciation and impairments -6,839 -103
Opening balance (Jan 1, 2019) 7,585 13,987
INCREASE 897 0
PERIOD DEPREC. AND IMPAIRMENTS -608 3
SALES AND OTHER DECREASES -29 0
TRANSFERS AND RECLASSIFICATIONS રેડિક O
TRANSLATION DIFFERENCES 1 -369
Gross Value 15,834 13,721
Depreciation and impairments -7,432 -100
Closing balance (Jun 30, 2019) 8,401 13,621

Intangible Assets essentially include software, autonomous product development projects and innovative solutions.

With the exception of goodwill, there are no intangible assets of indefinite life.

Detail of goodwill according to the following table:

thousand euros
2018 Initial
Balance
Increase Decrease End
Balance
Bourrassé 9,745 9,745
Elfverson 0 4,242 4,242
Sodiliège 103 103 0
Goodwill 9,848 4,242 103 13,987
thousand euros
1H19 Initial
Balance
Increase Decrease End
Balance
Bourrassé 9,745 9,745
Elfverson 4,242 366 3,876
Goodwill 13,987 O 366 13,621

As stated in point III, impairment tests are made each year. Cash flows were estimated, based on the budget and plans approved by management. The growth assumptions contemplated the expected growth in the wine, champagne and sparkling wine markets, as well as the evolution of the market share of the subsidiaries in this business. In those tests, growth rates of 4% and 15% were used in Bourrassé and Elfverson, respectively, for the period 2019-2021 and 2% for the following years were used. The discount rate used was 7.8%.

The results of the impairment tests show that the recoverable amounts are sufficiently higher than the accounting values, even in the case of unfavourable developments in the main variables. In the first six months of 2019, there were no circumstances which changed the conclusion of the tests performed in the end of 2018.

IX - INVESTIMENT PROPERTY

thousand euros
Investment
Property
Gross Value 22,127
Depreciation and impairments -16,449
Opening balance (Jan 1, 2018) 5,678
ACQUISITION OF A SUBSIDIARY O
INCREASE O
PERIOD DEPREC. AND IMPAIRMENTS -542
SALES AND OTHER DECREASES -1
TRANSFERS AND RECLASSIFICATIONS 447
TRANSLATION DIFFERENCES O
Gross Value 22.119
Depreciation and impairments -16,537
Closing balance (Jun 30, 2018) 5,582
Gross Value 22,071
Depreciation and impairments -16,589
Opening balance (Jan 1, 2019) 5,481
INCREASE O
PERIOD DEPREC. AND IMPAIRMENTS -520
SALES AND OTHER DECREASES -11
TRANSFERS AND RECLASSIFICATIONS 462
TRANSLATION DIFFERENCES O
Gross Value 22.050
Depreciation and impairments -16,637
Closing balance (Jun 30, 2019) 5,413

The amount of 5,413 K€, referred as Investment Property (December 2018: 5,481 K€), is due, mainly, to land and buildings that are not used in production.

The fair value of the Investment Property related to the lands and buildings of Corroios (determined on the basis of an independent evaluation) corresponds to the amount recorded in the accounts. This item also includes a property (Interchampagne with a value of 1,442 K€) with a recent valuation that corresponds to the book value. At the end of the year, the management made an analysis of these evaluations considering that they were kept up to date. The remaining Investment Property include a property with an accounting value of 914 K€ whose yield, updated to a market WACC, will correspond approximately to the amount by which they are recorded (cost model) in the financial statements.

These properties are not generating income and conservation and repair costs are insignificant.

thousand euros
1H 19 2018 1H 18
Initial Balance 9,537 11,006 11,006
Results 2,056 1,874 569
Dividends O -500 0
Foreign Exchange Differences -159 -2,919 -2,177
Other 133 75 902
End Balance 11,566 9,537 10,300
Equity method 2,056 1,874 569
Gains on disposal of associates 2,356 817 779
Share of (loss)/profit of associates
and joint-ventures
4,412 2,691 1,348

The associates and joint-ventures are entities through which the group operates in the markets in which they are based, acting as distribution channels of products.

Gain on the disposal of associates due to the recognition of a portion of the contingent amount receivable from the sale of US Floors occurred in 2016.

thousand euros
1H19
Financial
participation
Goodwill Tota Contribution
to net income
Trescases 5,259 1,715 6,974 1,274
Wine Packaging & Logistic 1,308 O 1,308 O
Corchos Argentina 2,891 O 2,891 637
Other 393 O 393 144
End Balance 9,851 1,715 11,566 2,056
1H18
Financial
participation
Goodwill Total Contribution
to net income
Trescases 4,730 1,715 6,445 294
Wine Packaging & Logistic 1,243 O 1,243 -50
Corchos Argentina 2,494 O 2,494 460
Outros 118 O 118 -135
Saldo Final 8,585 1,715 10,300 569

In addition to the above, the group has significant influence on a set of other individually immaterial associates.

XI - DEFERRED TAX AND INCOME TAX

The difference between the tax due for the current period and prior periods and the tax already paid or to be paid of said periods is registered as "deferred tax" in the consolidated income statement and amounts to -556 K€ (31/12/2018: 1,579 K€).

On the consolidated statement of financial position this effect amounts to 12,736 K€ (31/12/2018: 13,346 K€) as Deferred tax asset, and to 7,121 K€ (31/12/2018: 7,737 K€) as Deferred tax liability.

Deferred tax related with items directly registered in equity was 22 K€ (debit balance) and relates to hedge accounting. No other deferred tax values related with other equity movements were booked.

It is conviction of the Board that, according to its business plan, the amounts registered in deferred tax assets will be recovered as for the tax carry forward losses.

thousand euros
Basis of temporary differences 1519 2018 1578
Related with Inventories and third parties 5,950 6,584 5,580
Related with tax losses carry forward 2,257 2,359 1,561
Related with Fixed Tangible Assets / Intang. / Inv. Prop 1,247 1,220 1,360
Related with other deductable temporary differences 3,281 3,182 3,715
Deferred Tax Assets 12,736 13,346 12,215
Related with Fixed Tangible Assets 3,952 3,931 3,839
Related with other taxable temporary differences 3,169 3,806 2,711
Deferred Tax Liabilities 7,121 7,7/37 6,550
Current Income Tax -10,352 -20,972 -16,327
Deferred Income Tax -556 1,579 25
Income Tax -10,908 -19,393 -16,302

Tax relating to components of other comprehensive income is as follows:

thousand euros
1H19
before tax tax after tax
ltens that could be reclassified through income statement:
Change in derivative financial instruments fair value 104 22 126
Change in foreign exchange 286 0 286
Share of other comprehensive income of investments accounted for using the equity
method
-26 0 -26
Other comprehensive income -138 -138
Other comprehensive income 226 22 249
i invusuliu cui va
1H18
before tax tax after tax
ltens that could be reclassified through income statement:
Change in derivative financial instruments fair value -616 -129 -745
Change in foreign exchange -667 O -667
Share of other comprehensive income of investments accounted for using the equity
method
-1,275 O -1,275
Other comprehensive income 602 O 602
Other comprehensive income -1.956 -129 -2.085

XII - INVENTORIES

thousand euros
1H19 2018 1H18
Goods 18,912 18,387 14,081
Raw materials 203,095 226,922 195,586
Finished products 137,843 135,704 125,045
Work-in-progress 34,812 31,736 29,584
Finished and semi-finished goods impairments -5,373 -4,986 -5,685
Raw materials impairments -2,197 -1,673 -1,920
Inventories 387,093 406,090 356,690
thousand euros
Impairment losses 1H19 2018 1H18
Initial Balance 6,659 6,206 6,206
Increases 2,190 1,174 1,914
Decreases 1,279 720 દાર્ડ
End Balance 7,571 6,659 7,606

Raw materials essentially include reproduction cork ("amadia") and virgin cork from pruning the tree ("falcas") (Raw Material BU), products and work in progress essentially include boiled cork and discs (Raw Materials BU) and finished products essentially include a variety of types of cork stoppers (Cork Stoppers BU), coverings (Floor and Wall Coverings BU) and composite products (Composite Cork BU).

Increases and decreases in inventories impairment are booked on Costs of goods sold and materials consumed in the income statement.

XIII - OTHER DEBTORS AND OTHER ASSETS

Other debtors

thousand euros
1H19 2018 1H18
Advances to suppliers 34,380 7,399 21,092
Hedge accounting assets 85 132 48
VAT 16,988 20,783 20,465
Stamp tax/VAT - special payment (PERES) 2,051 2,051 2,051
Stamp tax/VAT - special payment (PERES) impairment -2,051 -2,051 -2,051
Others 11,581 7,390 6,121
Other debtors - current 63,034 35,704 47.727

As of June 30, 2019 and 2018 and December 31, 2018, there were no overdue in the amounts of VAT.

Other non-current debtors include advances to suppliers (4,536 K€), which will only be made for more than 12 months.

Other assets

1H19 2018 1H18
Accrued income 169 330 1,142
Deferred costs 1,756 2,773 2,299
Other assets 1,925 3,103 3,441

XIV - CASH AND EQUIVALENTS

thousand euros
1H19 2018 1H18
Cash 312 368 329
Bank current account 10,715 13,704 16,262
Term deposits 12,989 7,482 5,639
Others 199 141 230
Cash and cash equivalents as for financial position 24,215 21,695 22,461
Overdrafts -50,715 -60,435 -29,634
Cash and cash equivalents as for cash flow statement -26,499 -38,740 -7,773

XV - CAPITAL AND RESERVES

Share Capital

As of June 30, 2019, the share capital is represented by 133,000,000 ordinary registered shares, conferring dividends, with a par value of 1 Euro.

The Board of CORTICEIRA AMORIM is authorised to raise the share capital, one or more times, respecting the conditions of the commercial law, up to 250,000,000€.

Treasury stock

As of June 30, 2019, CORTICEIRA AMORIM held no treasury stock.

No purchases were registered during the first half of 2019.

Legal reserve and share premium

Legal reserve and share premium are under the legal reserve rule and can only be used for (art. 296 CSC - Portuguese commercial law):

  • Offset losses in the financial position that cannot be offset by the use of other reserves;
  • Offset losses of prior year that cannot be offset by the profit of the year nor the use of other reserves;
  • Incorporation in share capital.

Legal reserve and share premium values are originated from Corticeira Amorim, SGPS, S.A. books.

Other reserves

Value is composed from other reserves account and prior year's results of Corticeira Amorim, SGPS, S.A. books, as well as non-distributed cumulative results of Corticeira Amorim, SGPS, S.A. subsidiaries.

Dividends

In the Shareholders' General Meeting of April 12, 2019, a dividend distribution of 0.185 euros per share was approved. The dividend was paid at April, 30. The total distributed was 24.6 M€.

thousand euros

XVI - NON-CONTROLLING INTEREST

thousand euros

The amount of Dividends corresponds to the amounts paid by the entities to non-controlling interests. Out value for 2018 related to the acquisition of the remaining 49% of the Timberman subsidiary.

XVII - INTEREST BEARING DEBT

At year-end, current interest bearing loans was as follows:

thousand euros

Loans were denominated in euros, except 16% (Dec. 2018: 11%).

Non-current interest bearing loans was as follows:

thousand euros

At the end of the period, loans were denominated in euros (Dec. 2018: 100%).

From non-current and current interest bearing debt, 149,127 K€ carries floating interest rates. Remaining 25,000 K€ carries fixed interest rate. Average cost, during 2019, for all the credit utilized was 1.28% (2018: 1.09%).

Commercial paper is recognized as non-current because there is an irrevocable commitment by the financial entity to maintain the program for the three years period.

XVIII - TRADE PAYABLES

thousand euros
1H19 2018 1H18
Trade payables - current account 65,112 77,584 59,698
Trade payables - confirming 70,152 77,441 87,670
Trade payables - accruals 29,298 9,983 13,247
Trade payables 164,562 165,008 160,616

From the total values, 52% comes from Cork Stoppers BU (Dec. 2018: 58%) and 25% from Raw Materials BU (Dec. 2018: 26%).

Other financial liabilities

thousand euros
1H19 2018 1H18
Reimbursable grants 13,759 13,884 16,600
Agreement to acquire non-controlling interests 15,283 15,454 19,985
Other 909 955 453
Other financial liabilities - non current 29,951 30,263 37,038
Reimbursable grants 3,684 3,573 2,430
Agreement to acquire non-controlling interests 4,956 4,956 O
Accrued costs - supplies and services 6,469 3,735 4,709
Accrued costs - others 8,654 8,843 9,290
Deferred income - others 104 139 401
VAT 8,744 6,072 12,023
State and social security - withholding and others 5,160 6,529 4,380
Other 7,173 7,193 11,413
Other financial liabilities - current 44,945 41,039 44,646

In Other financial liabilities, is included a value of 130 K€ (2018: 565 K€), which refers to the value of exchange risk.

The agreement to acquire non-controlling interests results from the purchase of S.A.S. ETS CHRISTIAN BOURRASSÉ, in which 60% of the share capital was first acquired, for the amount of 29 M €. The agreement provides for the subsequent acquisition by 2022 of the remaining 40% ("agreement for acquisition of noncontrolling interests") at a price which, based on the value already paid for the first 60%, will also depend on the evolution of BOURRASSÉ's performance in next years. The first tranche of 10% was acquired during July.

Other liabilities

thousand euros
1H19 2018 1H18
Non-repayable - grants 3,443 3,818 4,629
Accrued costs - staff costs 20,250 12,646 20,658
Other liabilities - current 23,693 16,464 25,288

Impairments of assets

thousand euros
1H19 1113
Receivables -20 926
Tangible, intangible assets and others -25 -577
Impairments of assets -45 349

Receivables include customers and other debtors.

Non-recurrent results

thousand euros
1H19 THE B
Reversal of provisions for Amorim Argentina O 2,000
Amorim Revestimentos restructuring O -850
Transaction costs for subsidiaries acquisition O -469
Non-current results 0 631

XXI - RELATED-PARTY TRANSACTIONS

CORTICEIRA AMORIM consolidates directly in AMORIM – INVESTIMENTOS E PARTICIPAÇÕES, S.G.P.S., S.A. with head-office at Mozelos (Santa Maria da Feira, Portugal), Amorim Group holding company.

As of June 30, 2019, financial stake of AMORIM – INVESTIMENTOS E PARTICIPAÇÕES, S.G.P.S., S.A. in CORTICEIRA AMORIM was 51%, corresponding to 51% of the voting rights.

CORTICEIRA AMORIM related party transactions are, in general, due to the rendering of services through some of AIP subsidiaries (Amorim Serviços e Gestão, S.A., Amorim Viagens e Turismo, S.A., OSI – Sistemas Informáticos e Electrotécnicos, Lda.). Total sales of these subsidiaries to the remaining CORTICEIRA AMORIM companies totalled 5,885 K€ (Jun. 2018: 5,279 K€).

Sales from Quinta Nova, S.A., AMORIM - INVESTIMENTOS E PARTICIPAÇÕES, S.G.P.S., S.A. subsidiary to CORTICEIRA AMORIM subsidiaries reached 21 K€ (Jun. 2018: 15 K€). Purchases totaled 243 K€ (Jun. 2018: 109 K€).

Cork acquired during 2019, from companies held by the main indirect shareholders of CORTICEIRA AMORIM, amounted to 533 K€ (Jun. 2018: 517 K€). This corresponds to less than 2% of total acquisitions of that cork raw-material.

Balances at June 30, 2019 and year-end 2018 are those resulting from the usual payment terms (from 30 to 60 days) and so are considered to be immaterial.

Services are usually traded with related parties on a "cost plus" basis in the range of 2% to 5%.

Provisions:

thousand euros
1H19 2018 1H18
Tax liabilities 37,459 40,829 35,381
Guarantees to customers 582 577 418
Others 1,544 1,675 2,160
Provisions 39,586 43,081 37,959

During the period, the provisions in the Balance Sheet reduced by 3.5 M€. The reduction in the provision for tax contingencies was 3.4 M€ and the provision for other events decreased by 0.1 M€.

CORTICEIRA AMORIM's claims are pending, both in the judicial phase and in the non-contentious phase, and which may adversely affect CORTICEIRA AMORIM, refer to the financial years 1997, 1998, 1999 and 2003 to 2015.The most recent fiscal year analysed by Portuguese tax authorities was 2015.

These tax cases are basically related with questions like non-remunerated guarantees given between group companies, group loans (stamp tax), interest costs of holding companies (SGPS), and with the acceptance as tax costs of losses related with the closing of subsidiaries.

Claims by the tax authorities are related with income tax, stamp tax and marginally VAT.

At the end of each year, an analysis of the tax cases is made. The procedural development of each case is important to decide new provisions, or reverse or reinforce existing provisions. Provisions correspond to situations that, for its procedural development or for doctrine and jurisprudence newly issued, indicate a probability of an unfavourable outcome for CORTICEIRA AMORIM and, if that happens, a cash outflow can be reasonably estimated.

Note that during the year there were no developments worthy of note in the processes mentioned above.

The reduction in provisions is mainly related to the conclusion of the inspection process of the Spanish subsidiary Amorim Florestal Mediterraneo, S.L., which validated the tax losses previously used in the amount of 2.7 M €. The remaining variation relates to the final calculation of tax benefits for the previous year.

The value of tax processes as at 30 June 2019 accounts amounted to 9.2 M€, being fully provisioned.

In addition to the tax provisions referred to above, CORTICEIRA AMORIM has recorded a provision to cover the tax benefits to apply for 2018 and applied in previous years. The certification requirement by ANI of SIFIDE projects, the requirement for maintenance of jobs over five years in RFAI projects as well as other constraints to the realization of benefits, has led CORTICEIRA AMORIM to record provisions in order to take account of future and breaches of such requirements. It should be noted that the determination of the tax benefits can not be concluded, since its constraints extend over several years, in particular as regards the maintenance of jobs.

To note that, still open the provision due to uncertainty about the acceptance by tax authorities of the existence of tax losses in another Spanish subsidiary. The provision at the end of the period was 1.0 M€.

There are no tax proceedings that have not been provisioned, thus, contingent liabilities are zero.

CORTICEIRA AMORIM made in 2013 a payment established by Decree Law 151-A / 2013 (RERD) worth 4.3 M€. This payment does not imply the abandonment of CORTICEIRA AMORIM of the defense of its own interest in these processes. In 2016 the final decision of one of the lawsuits regarding stamp taxes was partially won by CORTICEIRA AMORIM, which received 1.2 M€ of the value paid of 1.7 M€. Accordingly, the amount remaining outstanding of ongoing proceedings paid under the RERD is 2.6 M€.

As already mentioned in 2016, an amount of 7.4 M€ was paid under PERES, which does not imply CORTICEIRA AMORIM's neglecting of the defense of its proceedings.

In addition to these processes, CORTICEIRA AMORIM has a large number of other favourable processes. They refer, in essence, to payments related with autonomous taxation, inspection fees and tax benefits. The value of these processes amounts to 1.5 M€, which is not recorded as part of its assets. Total contingent assets amounts to 11.7 M€.

It is considered correct the total value of 37.5 M€ of provisions related with contingencies regarding income tax and 2.1 M€ regarding other contingencies.

Guarantees:

During its operating activities CORTICEIRA AMORIM issued in favour of third-parties guarantees amounting to 1,485 K€ (Dec. 2018: 2,094 K€).

thousand euros

XXIII - EXCHANGE RATE CONTRACTS

As of June 30, 2019, options contracts and forward outright related with sales currencies were as follows:

thousand euros

XXIV - ACTIVITY DURING THE YEAR

CORTICEIRA AMORIM sales are composed by a wide range of products that are sold through all the five continents, over 100 countries. Due to this notorious variety of products and markets, it is not considered that this activity is concentrated in any special period of the year. Traditionally first half, specially the second quarter, has been the best in sales; third and fourth quarter switch as the weakest one.

XXV - OTHER INFORMATION

a) Net profit per share calculation used the average number of issued shares deducted by the number of average owned shares. The non-existence of potential voting rights justifies the same net profit per share for basic and diluted.

1H19 11-173
Total issued shares 133.000.000 133.000.000
Average nr. of treasury shares 0 O
Average nr. of outstanding shares 133.000.000 133.000.000
Net Profit (thousand euros) 40.352 41.214
Net Profit per share (euros) 0,303 0,310

b) Financial Assets and Liabilities

Financial Assets are mainly registered in the Loans and Other Receivables caption. As for Financial Liabilities they are included in the Amortized Liabilities caption.

Detail is as follows:

thousand euros
thousand euros

Corticeira Amorim understands that the fair value of the classes of financial instruments presented does not differ significantly from its book value, taking into account the contractual conditions of each of these financial instruments.

Current assets and liabilities, given their short-term nature, have an accounting value similar to fair value

Non-current net debt is mostly payable at a variable rate. The only fixed-rate was contracted during the year 2015. As there were no significant changes in the reference interest rates, the rate does not differ substantially from the current market conditions, and therefore the fair value does not differ significantly from the value Accounting.

In the case of Other financial liabilities (mainly grants with no interest bearing measured at fair value at initial recognition), given the initial adjustment differential for recognizing in income, maturities and current interest rate levels, difference between book value and fair value is not significant.

XXVI - SUBSEQUENT EVENTS

According to he press release of 25 July 2019, CORTICEIRA AMORIM, SGPS, SA, through its subsidiary Amorim & Irmãos, SA, has entered into an agreement to acquire 50% of the company VINOLOK, as, which has its headquartered in Jablonec nad Nisou, Czech Republic.

Under the terms of the agreement, the 50% stake in the share capital of VINOLOK, a.s. were acquired for EUR 10,988 million (M €), from the PRECIOSA Group, which will maintain the ownership of the remaining 50%, ensuring the shared management of the acquired company. In the financial year ended March 31, 2019 the VINOLOK activity, operated by a highly specialized team of around 170 employees, recorded a turnover of around 16 M € and an EBITDA of 5.3 M €.

As stipulated in the acquisition contract, it is also worth mentioning the purchase in July of an additional 10% at Bourrassé, for the amount of 5 M €.

Other than these events and as of the date of this report, there were no other material facts that could materially affect the financial position and future results of CORTICEIRA AMORIM and all the affiliated companies included in the consolidation.

Mozelos, July 29, 2019

The Board of CORTICEIRA AMORIM, S.G.P.S., S.A.

About Corticeira Amorim SGPS, S.A.:

Tracing its roots back to the 19th century, Amorim has become the world's largest cork and corkderived company in the world, generating more than Euro 763 million in sales to more than 100 countries through a network of dozens of fully owned subsidiaries.

With a multi-million Euro R&D investment per year, Amorim has applied its specialist knowledge to this centuries-old traditional culture, developing a vast portfolio of 100% sustainable products that are used by blue-chip clients in industries as diverse and demanding as wines & spirits, aerospace, automotive, construction, sports, interior and fashion design.

Amorim's responsible approach to raw materials and sustainable production illustrates the remarkable interdependence between industry and a vital ecosystem - one of the world's most balanced examples of social, economic and environmental development.

Corticeira Amorim, SGPS, S.A. Sociedade Aberta Edifício Amorim I Rua de Meladas, n.º 380 4536-902 Mozelos VFR Portugal

[email protected] www.corticeiraamorim.com Instagram: @Amorimcork

Share Capital: EUR 133 000 000,00 A company incorporated in Santa Maria da Feira Registration and Corporate Tax ID No: PT 500 077 797

For additional information: Ana Negrais de Matos, CFA IRO tel.: +351 227 475 423 [email protected]

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