Quarterly Report • May 28, 2012
Quarterly Report
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CORTICEIRA AMORIM; S.G.P.S., S.A. Sociedade Aberta
Capital Social: EUR 133 000 000,00 C.R.C. Sta. Maria da Feira NIPC e Matrícula n.º: PT 500 077 797 Edifício Amorim I Rua de Meladas, n.º 380 Apartado 20 4536-902 MOZELOS VFR PORTUGAL
Tel.: 22 747 54 00 Fax: 22 747 54 07
Internet: www.corticeiraamorim.com E-mail: [email protected]
In accordance with the law, the Directors of CORTICEIRA AMORIM S.G.P.S., S.A., a public company, present their
The first quarter of 2012 (1Q12) proved to be very positive for CORTICEIRA AMORIM, both in terms of sales and profitability. Our Company recorded its ninth consecutive quarter of consolidated sales growth in the range of 5% to 10%.
The growth in the wine market as well as the increase in CORTICEIRA AMORIM's market share are factors that continue to justify increased sales by the Cork Stoppers Business Unit (BU).
The strong sales growth in the Floor and Wall Coverings BU was mainly driven by a burgeoning demand for these products from new markets.
Taking advantage of the upward momentum in some markets, the sales performance of the Cork Composites BU was noteworthy - although to a lesser extent -, a fact that we are delighted to stress.
The EBITDA to sales ratio maintained its high level (14.3%) contributing to a rise in the absolute value of EBITDA that totaled 18.7 million Euros (M €).
Net income for the first quarter 2012 amounted to € 5,761 M, which represents an increase of 11.8% compared to € 5.153 M in the same quarter last year.
Consolidated sales amounted to € 131.3 M, an increase of about € 11 M (+ 9%) compared to the same quarter in 2011.
The highlight goes to our two most important Business Units (BU). In fact, both the Cork Stoppers BU and the Floor and Wall Coverings BU showed noteworthy sales performance. The 7.2% increase in sales made by the Cork Stoppers BU as well as the 14.8% sales increase of the Floor and Wall Coverings BU contributed decisively to a positive trend in consolidated sales.
First quarter sales increased by about 19% as compared to 1Q11. Sales to the chain value of the Group jumped by 17% in Q1 of 2012. This performance of the Raw Materials BU is the result of the manufacture of high quantities of cork acquired in 2011 as well as an enhanced integration into the production cycle of CORTICEIRA AMORIM.
The increase in the price paid for cork harvested in 2011 started to have an adverse impact on the margins of this BU when such cork began to be manufactured.
Although our plants in North Africa have managed to overcome without significant difficulties the social unrest that raged in 2011, the incidents taking place in this region continue to be a cause of concern for our Raw Materials BU.
Even though the 2012 cork harvest has not started yet, CORTICEIRA AMORIM's involvement in the cork purchasing market ran as planned in the quarter under review. As usual, the weather will play a decisive role in both cork's quality and quantity and the then resulting price of cork.
With a total of € 76.5 M (+7.2%) in 1Q12, the sales of the Cork Stoppers BU maintained a growth pace similar to that observed in recent quarters.
The contribution of natural cork wine stoppers to this increase continues to be relevant (+10.7%). The sales of natural cork stoppers accounted for more than 40% of total sales of cork closures in 1Q12.
As regards the other families of cork stoppers, the increase in the sales of Neutrocork® (+18%) and capsulated cork stoppers (+22%) is worth a special mention. The sales of other types of cork stoppers rose less significantly.
The sales increase in the Cork Stoppers BU was to a great extent due to the behaviour of its two most important markets, i.e. France (+7.2%) and the USA (+10.4%). Together, these two markets account for almost half of this BU's sales.
This BU reported a significant growth in sales (€ 33.3 M: +14.8%). The increase in the sales of both manufactured products and trade products - in particular, wood veneered floor and wall coverings - neared the total sales of this BU. The inclusion of Timbermam in the consolidation scope of Corticeira Amorim from 3Q11 had a positive effect on 1Q12 performance.
The rise in sales resulted mainly from an increase in the quantities of products sold. Both manufactured products and wood veneered floor and wall coverings recorded increases in their gross margins.
Sales to our traditional central European markets continued to show no signs of growth. In contrast, the new markets in North America, Eastern Europe and China were responsible for the sales growth in this BU. As regards products, the LVT vinyl flooring deserves a special mention.
1Q12 sales of the Cork Composites BU increased slightly, reaching € 22.6 M (+1.3%). However, sales to end users grew about 5%, a reflection of a greater strength of foreign markets and, therefore, a somewhat decreased sales activity within the group.
Sales of cork composites for industrial use (the most important segment) remained constant. The sales of this product to the building industry, especially to the U.S. market, as well as the sales to the flooring market recorded a positive growth.
The sales of the Insulation Cork BU remained at roughly the same level as in 1Q11 (€ 2.4 M: -1.2%). The start of the financial year was greatly affected by the postponement of projects. The French and Italian markets - the most important markets for this BU - showed a decrease which, by itself, justifies the dropping sales numbers in this BU.
Some recovery was felt in March 2012 and even in April 2012, suggesting a possible reversal of the trend recorded in 1Q12.
The gross margin percentage fell by about 2 percentage points. The increase in the price of cork raw materials - that affected particularly the Raw Materials BU and the Cork Composites BU - is the main reason behind such decrease. The rise in sales led, however, to an increase in the absolute value of Gross Margin, that totaled € 67.8 M for the quarter, approximately € 1.5 M higher than in 1Q11.
Despite a 6% increase in production and a 9% rise in sales, operating costs maintained the same absolute value as in 1Q11 (€ 49.1 M). It must be taken into account that a number of items of the supply and services accounts had significant increases, in particular those related to the transport and the energy in general. On the other hand, it is worth pointing out that an amount of € 1.2 M relating to CORTICEIRA AMORIM cooperation in an international advertising campaign for natural cork led by APCOR was recorded in 1Q11.
EBITDA amounted to € 18.7 M in 1Q12 while EBIT totalled € 13.2 M in the first 3 months of 2012, representing a 9.6% and a 14.3% increase, respectively, compared to the same period in 2011.
In the quarter under review we recorded an impairment of VAT receivable by Amorim's subsidiary in Argentina. The recent events taking place in Argentina were taken into account when that decision was made. The impairment amounted to € 1.8 M and was considered as a non-recurring expense.
Despite a decrease in net debt, financial costs increased in 1Q12. Rising banking spreads began to have an impact on CORTICEIRA AMORIM's interest rates only from 2Q11. In fact, the lowest interest rate was got by our Company in the first quarter of 2011. Then, interest rates started to rise and this, in addition to the reversal of the positive effect on interest rate swaps in 1Q11, turned the negligible cost in 1Q11 into an amount of € 1.6 M in 1Q12.
Based upon a tax estimate on a € 4 M income, net income amounted to € 5.761 M, an 11.8% increase compared to € 5.153 M a year ago.
Total assets stood at € 622 M at the end of 1Q12, an increase compared to € 605 M at the end of 2011 and € 598 M at the end of 1Q11. Excluding the cash position effect, total assets remained virtually unchanged from the closing value of the previous year. The net financial position rose by € 44 M from the same quarter in 2011. This growth is largely due to an increase in the stocks of raw materials, in particular cork, whose value at the end of 1Q12 was approximately € 32 M higher than at the end of the comparable quarter last year. This increase is justified by higher purchases of cork in 2011 and rising cork prices.
As a result of higher sales in 1Q12 compared to 4Q11, there was an increase in the average value of customer transactions. This, in addition to a decrease in the value of suppliers' transactions (especially those related to the supply of cork) as well as the Company's CAPEX in the period, prevented a greater decrease in net interest bearing debt, which fell by about € 3 M compared to the closing value of the previous year.
In the quarter under review CORTICEIRA AMORIM negotiated a line of credit facility in the amount of € 20 M, thus enabling it to extend the average maturity of its debt and to increase the weight of the non-current component of its total interest bearing debt. On the quarter's closing date, the weight of the non-current interest bearing debt accounted for about 55% of total debt (45% in December 2011).
Equity to total assets ratio was 46.5% at March 31, 2012, approximately equal to that at December 31, 2011.
| 1Q12 | 1Q11 | Variation | |
|---|---|---|---|
| Sales | 131.276 | 120.416 | 9,0% |
| Gross Margin – Value | 67.856 | 66.369 | 2,2% |
| 1) | 49,5% | 51,4% | -1,88 p.p. |
| Operating Costs - current | 54.647 | 54.812 | -0,30% |
| EBITDA - current | 18.728 | 17.079 | 9,7% |
| EBITDA/Sales | 14,3% | 14,2% | + 0,1 p.p. |
| EBIT - current | 13.208 | 11.557 | 14,3% |
| Non-current costs 2) |
1.843 | 1.827 | N/A |
| Net Income | 5.761 | 5.153 | 11,80% |
| Earnings per share | 0,046 | 0,041 | 11,80% |
| Net Bank Debt | 114.237 | 102.509 | 11.728 |
| Net Bank Debt/EBITDA (x) 4) |
1,54 | 1,51 | 0,03 x |
| EBITDA/Net Interest (x) 3) |
16,3 | 34,7 | -18,36 x |
| Equity/Net Assets | 46,5% | 45,7% | + 0,78 p.p. |
1) Related to Production
2) Goodwill impairment
3) Net interest includes interest from loans deducted of interest from deposits (excludes stamp tax and commissions)
4) Current EBITDA of the last four quarters
At the Annual General Meeting held on March 29, 2012 it was resolved to approve a motion brought forward by a shareholder to distribute a dividend of 6.5 cents per share. The dividend was paid on April 30, 2012.
| Mozelos, May 4, 2012 | |
|---|---|
| The Board of Directors of CORTICEIRA AMORIM, S.G.P.S., S.A. | |
| António Rios de Amorim Chairman |
|
| Joaquim Ferreira de Amorim Vice-President |
|
| Nuno Filipe Vilela Barroca de Oliveira Member |
|
| Luísa Alexandra Ramos Amorim Member |
|
| Jorge Manuel Seabra de Freitas | |
| Member André de Castro Amorim |
|
| Member Fernando José de Araújo dos Santos Almeida |
|
| Member |
6
| thousand euros | |||
|---|---|---|---|
| March 2012 |
December 2011 |
March 2011 |
|
| Assets | |||
| Property, plant and equipment | 170.982 | 172.372 | 167.260 |
| Investment property | 7.428 | 7.576 | 7.630 |
| Goodwill | 11.719 | 11.849 | 13.447 |
| Investments in associates | 6.229 | 5.967 | 5.582 |
| Intangible assets | 391 | 427 | 533 |
| Other financial assets | 3.530 | 3.573 | 2.189 |
| Deferred tax assets | 5.725 | 6.105 | 6.982 |
| Other non current assets | 206.003 | 207.869 | 203.624 |
| Inventories | 216.892 | 224.922 | 180.287 |
| Trade receivables | 128.092 | 116.758 | 124.307 |
| Current tax assets | 23.142 | 23.662 | 18.924 |
| Other current assets | 11.317 | 10.160 | 13.614 |
| Cash and cash equivalents | 36.791 | 21.681 | 56.964 |
| Current assets | 416.234 | 397.183 | 394.096 |
| Total Assets | 622.237 | 605.053 | 597.720 |
| Equity | |||
| Share capital | 133.000 | 133.000 | 133.000 |
| Own shares | -6.247 | -6.247 | -6.247 |
| Other reserves | 143.953 | 117.827 | 130.088 |
| Net Income | 5.761 | 25.274 | 5.153 |
| Minority interest | 12.665 | 12.439 | 11.095 |
| Equity | 289.133 | 282.292 | 273.089 |
| Liabilities | |||
| Interest-bearing loans | 82.537 | 62.464 | 32.751 |
| Other borrowings and creditors | 9.573 | 10.525 | 1.349 |
| Provisions | 18.514 | 16.700 | 15.228 |
| Deferred tax liabilities | 5.759 | 6.103 | 5.858 |
| Non-current liabilities | 116.383 | 95.792 | 55.187 |
| Interest-bearing loans | 68.491 | 76.641 | 126.722 |
| Trade payables | 90.637 | 105.939 | 94.922 |
| Other borrowings and creditors | 36.529 | 30.565 | 31.862 |
| Tax liabilities | 21.065 | 13.824 | 15.938 |
| Current liabilities | 216.722 | 226.969 | 269.444 |
| Total Liabilities and Equity | 622.237 | 605.053 | 597.720 |
| thousand euros | ||
|---|---|---|
| March 2012 |
March 2011 |
|
| Sales | 131.276 | 120.416 |
| Costs of goods sold and materials consumed | 69.097 | 62.689 |
| Change in manufactured inventories | 5.677 | 8.642 |
| Gross Margin | 67.856 | 66.369 |
| 49,5% | 51,4% | |
| Third party supplies and services | 22.420 | 22.800 |
| Staff costs | 25.460 | 24.188 |
| Impairments of assets | 1.180 | 474 |
| Other gains | 3.004 | 1.838 |
| Other costs | 3.073 | 3.665 |
| Current EBITDA | 18.728 | 17.079 |
| Depreciation | 5.520 | 5.522 |
| Current EBIT | 13.208 | 11.557 |
| Non-current costs | 1.843 | 1.827 |
| Net financial costs | -1.585 | -48 |
| Share of (loss)/profit of associates | -5 | 220 |
| Profit before tax | 9.776 | 9.901 |
| Income tax | 3.990 | 4.661 |
| Profit after tax | 5.786 | 5.239 |
| Non-controlling Interest | 2 5 |
8 7 |
| Net Income attributable to the equity holders of Corticeira Amorim | 5.761 | 5.153 |
| Earnings per share - Basic e Diluted (euros per share) | 0,046 | 0,041 |
| thousand euros | ||
|---|---|---|
| March 2012 |
March 2011 |
|
| Net Income (before Min. Interest) | 5.786 | 5.239 |
| Change in derivative financial instruments fair value | 311 | 410 |
| Change in translation differences | 541 | 1 7 |
| Net Income directly registered in Equity | 852 | 427 |
| Total Net Income registered | 6.638 | 5.666 |
| Attributable to: | ||
| Corticeira Amorim Shareholders | 6.613 | 5.579 |
| Non-controlling interests | 2 5 |
8 7 |
| thousand euros | ||
|---|---|---|
| March 2012 |
March 2011 |
|
| OPERATING ACTIVITIES | ||
| Collections from customers | 134.773 | 109.037 |
| Payments to suppliers | -126.559 | -112.307 |
| Payments to employees | -22.823 | -22.153 |
| Operational cash flow | -14.609 | -25.423 |
| Payments/collections - income tax | -264 | -96 |
| Other collections/payments related with operational activities | 23.475 | 33.274 |
| CASH FLOW BEFORE EXTRAORDINARY ITEMS | 8.602 | 7.755 |
| INVESTMENT ACTIVITIES | ||
| Collections due to: | ||
| Tangible assets | 88 | 185 |
| Others assets | 43 | 152 |
| Interests and similar gains | 165 | 81 |
| Investment subsidies | 1.731 | 69 |
| Payments due to: | ||
| Tangible assets | -3.694 | -6.353 |
| Financial investments | 0 | -15 |
| Intangible assets | - 6 |
0 |
| Others assets | 0 | - 8 |
| CASH FLOW FROM INVESTMENTS | -1.673 | -5.889 |
| FINANCIAL ACTIVITIES | ||
| Collections due to: | ||
| Loans | 5.317 | 11.275 |
| Others | 97 | 0 |
| Payments due to: | ||
| Interests and similar expenses | -1.367 | -900 |
| Dividends | 0 | -613 |
| Others | -771 | -166 |
| CASH FLOW FROM FINANCING | 3.276 | 9.596 |
| Change in cash | 10.205 | 11.493 |
| Exchange rate effect | -48 | -375 |
| Cash at beginning | 6.731 | 18.944 |
| Cash at end | 16.888 | 30.062 |
| thousand euros | |||||||
|---|---|---|---|---|---|---|---|
| Balance Beginning |
Appropriation of N-1 profit |
Dividends Net Profit N |
Increases / Decreases |
Translation Differences |
End Balance |
||
| March 31, 2012 | |||||||
| Equity: | |||||||
| Share Capital | 133.000 | - | - | - | - | - 133.000 | |
| Treasury Stock - Face Value | -6.787 | - | - | - | - | - | -6.787 |
| Treasury Stock - Discounts and Premiums | 541 | - | - | - | - | - | 541 |
| Paid-in Capital | 38.893 | - | - | - | - | - | 38.893 |
| IFRS Transition Adjustments | -8.332 | - | - | - | -240 | 26 | -8.546 |
| Hedge Accounting | -11 | - | - | - | 311 | - | 300 |
| Reserves | |||||||
| Legal Reserve | 12.243 | - | - | - | - | - | 12.243 |
| Other Reserves | 76.469 | 25.274 | - | - | -868 | - 101.428 | |
| Translation Difference | -1.435 | - | - | - | 1.234 | 389 | -365 |
| 244.580 | 25.274 | 0 | 0 | 437 | 415 270.706 | ||
| Net Profit for the Year | 25.274 | -25.274 | - | 5.761 | - | - | 5.761 |
| Minority interests | 12.439 | - | 0 | 25 | -27 | 228 | 12.665 |
| Total Equity | 282.293 | 0 | 0 | 5.786 | 410 | 643 289.132 | |
| March 31, 2011 | |||||||
| Equity: | |||||||
| Share Capital | 133.000 | - | - | - | - | - 133.000 | |
| Treasury Stock - Face Value | -6.787 | - | - | - | - | - | -6.787 |
| Treasury Stock - Discounts and Premiums | 541 | - | - | - | - | - | 541 |
| Paid-in Capital | 38.893 | - | - | - | - | - | 38.893 |
| IFRS Transition Adjustments | -8.635 | - | - | - | - | 67 | -8.568 |
| Hedge Accounting | -164 | - | - | - | 410 | - | 246 |
| Reserves | |||||||
| Legal Reserve | 10.887 | - | - | - | - | - | 10.887 |
| Other Reserves | 68.634 | 20.535 | - | - | 12 | - | 89.181 |
| Translation Difference | -490 | - | - | - | - | -62 | -552 |
| 235.879 | 20.535 | 0 | 0 | 422 | 5 256.841 | ||
| Net Profit for the Year | 20.535 | -20.535 | - | 5.153 | - | - | 5.153 |
| Minority interests | 12.131 | - | -599 | 87 | - | -523 | 11.095 |
| Total Equity | 268.545 | 0 | -599 | 5.240 | 422 | -518 273.089 |
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, directly or indirectly, holds no interest in land properties used to grow and explore cork tree. Cork tree is the source of cork, the main raw material used by CORTICEIRA AMORIM production units. Cork acquisition is made in an open market, with multiple agents, both in the demand side as in the supply side.
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 Lisboa – Sociedade Gestora de Mercados Regulamentados, S.A.
These financial statements were approved in the Board Meeting of May 4, 2012.
Except when mentioned, all monetary values are stated in thousand euros (Thousand euros = K euros = K€).
Some figures of the following notes may present very small differences not only when compared with the total sum of the parts, but also when compared with figures published in other parts of this report. These differences are due to rounding aspects of the automatic treatment of the data collected.
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented.
Consolidated statements were prepared based on a going concern basis and using the records as stated in the companies' books, which adopted Portuguese general accepted accounting principles. Accounting adjustments and reclassifications were made in order to comply with accounting policies followed by the IFRS, as adopted by the European Union (IAS – International Accounting Standards and the IFRS – International Financial Reporting Standards) and legal for use as of January 1, 2012. The transition date from the local GAAP was January 1, 2004.
Group companies, often designated as subsidiaries, are entities over which CORTICEIRA AMORIM has a shareholding of more than one-half of its voting rights, or has the power to govern its management, namely its financial and operating policies.
Group companies are consolidated line by line, being the position of third-party interests in the shareholding of those companies stated in the balance sheet in the "Non-controlling interest" account. Date of first consolidation or deconsolidation is, in general, the beginning or the end of the quarter when the conditions for that purpose are fulfilled.
Profit or loss is allocated to the shareholders of the mother company and to the non-controlling interest in proportion of their correspondent parts of capital, even in the case that non-controlling interest become negative.
IFRS 3 is applied to all business combinations past January 1, 2010, according to Regulamento no. 495/2009, of June 3, as adopted by the European Commission. When acquiring subsidiaries the purchasing method will be followed. According to the revised IFRS, the acquisition cost will be measured by the given fair value assets, by the assumed liabilities and equity interest issued. Transactions costs will be charged as incurred and the services received. The exceptions are the costs related with debt or capital issued. These must be registered according to IAS 32 and IAS 39. Identifiable purchased assets and assumed liabilities will be initially measured at fair value. The acquirer shall recognized goodwill as of the acquisition date measured as the excess of (i) over (ii) below:
In the case that (ii) exceeds (i), a difference must be registered as a gain.
Non-controlling Interest are recorded at fair value or in the proportion of the percentage held in the net asset of the acquiree, as long as it is effectively owned by the entity. The others components of the non-controlling interest are registered at fair value, except if other criteria is mandatory.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding between 20% and 50% of voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill. Future impairments of goodwill will be adjusted against the carrying amount of investments The Group's share of its associates post-acquisition profits or losses is recognised in the income statement, in the "Gain/(losses) in associates" account, and its share of post-acquisition movements in reserves is recognised in reserves. The carrying amount is also adjusted by dividends received. When the Group's share of losses in an associate equals or exceeds its interest in the associate, the group does not recognise further losses, unless it has incurred obligation on behalf of the associate, in this case the liabilities will be recorded in a "Provisions" account.
Consolidated financial statements are presented in thousands of euros. Euro is the legal currency of CORTICEIRA AMORIM, S.G.P.S., S.A., and is the currency in which two thirds of its business is made and so Euro is considered to be its functional and presentation currency.
Assets and liabilities denominated in foreign currency are translated to euros using year-end exchange rates. Net exchange differences arising from the different rates used in transactions and the rate used in its settlements is recorded in the income statement.
Assets and liabilities from non-euro subsidiaries are translated at the balance sheet date exchange rate, being its costs and gains from the income statement translated at the average exchange rate for the period / year.
Tangible fixed assets are originally their respective historical cost (including attributable expenses) or production cost, including, whenever applicable, interest costs incurred throughout the respective construction or start-up period, which are capitalised until the asset begins operating.
As part of the allocation of the fair value to the identifiable assets and liabilities in an acquisition process (IFRS 3), land and buildings of the subsidiaries as of January 1, 1991, were revalued by independent experts. Same procedure was followed for companies acquired later than that date.
Under IFRS 1, 16, and as of January 1, 2004, some of the relevant industrial equipment, fully, or in the near-term, depreciated, and of which is expected a medium or long term use, was subject to a revaluation process.
Depreciation is calculated on the straight-line basis, over the following years, which represent a reasonable estimate of the useful lives:
| Number of years | |
|---|---|
| Buildings | 20 to 50 |
| Plant machinery | 6 to 10 |
| Motor vehicles | 4 to 7 |
| Office equipment | 4 to 8 |
Depreciation is charged since the beginning of the financial year in which the asset is brought into use, except for big investment projects where depreciation begins with the start-up of production. The asset's residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Current maintenance on repair expenses are charged to the actual income statement in which they occurred. Cost of operations that can extend the useful expected life of an asset, or from which are expected higher and significative future benefits, are capitalized.
An asset's carrying amount is written down to its recoverable amount and charged to the income statement if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses and disposals are included in the income statement. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to reserves.
Includes land and buildings not used in production.
Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. If positive, will be included as an asset in the "goodwill" account. If negative, it will be registered as a gain for the period.
In Business combinations after January 1, 2010, Goodwill will be calculated as referred in b).
Goodwill will be tested annually for impairment; impairment losses will be charged to the income statement and, consequently, its carrying amount adjusted.
Inventories are valued at the lower of acquisition cost or production cost and net realisable value. Acquisition cost includes direct and indirect expenses incurred in order to have those inventories at its present condition and place. Where the net realisable value is lower than production cost, an adjustment is made to reduce inventories to this lower value. This adjustment will be reversed or reduced whenever the impairment situation no longer takes place.
Year-end quantities are determined based on the accounting records, which are confirmed by the physical inventory taking. Raw materials, consumables and by-products are valued at weighted average cost, and finished goods and work-in-progress at the average production cost which includes direct costs and indirect costs incurred in production.
Trade and other receivables are registered initially at cost, adjusted for any subsequent impairment losses which will be charged to the income statement.
Medium and long-term receivables will be measured at amortised cost using the effective interest rate of CORTICEIRA AMORIM for similar periods.
Cash includes cash in hand, deposits held at call in banks, time deposits and other no-risk short-term investments with original maturities of three months or less. In the Consolidated Statement of Cash Flow, this caption includes Bank overdrafts.
Includes interest bearing loans amounts. Any costs attributable to the lender, will be deducted to the loan amount and charged, during its life, using the effective interest rate.
Interests are usually charged to the income statement as they occur. Interests arising from loans related with capital expenditure for periods longer than 12 months will be capitalised and charged to the specific asset under construction. Capitalisation will cease when the project is complete or suspended.
Except for companies included in groups of fiscal consolidation, income tax is calculated separately for each subsidiary, on the basis of its net result for the period adjusted according to tax legislation.
In the consolidated financial statements differences between the tax due for the current period and prior periods and the tax already paid or to be paid by each of the group companies are registered whenever it is likely that, on an individual company basis, a deferred tax will have to be paid or to be recovered in the foreseeable future (liability method).
CORTICEIRA AMORIM Portuguese employees benefit exclusively from the national welfare plan. Employees from foreign subsidiaries (about 25% of total CORTICEIRA AMORIM) or are covered exclusively by local national welfare plans or benefit from complementary plans, being it defined contribution plans or defined benefit plans.
As for the defined contribution plans, contributions are recognised as employee benefit expense when they are due. The liability recognised in the balance sheet in respect of defined benefit plans is the present value of the defined benefit obligation, less the fair value of plan assets, as calculated annually by pension fund experts.
CORTICEIRA AMORIM recognises a liability and an expense for bonuses attributable to a large number of directors. These benefits are based on estimations that take in account the accomplishment of both individual goals and a preestablished CORTICEIRA AMORIM level of profits.
Provisions are recognised when CORTICEIRA AMORIM has a present legal or constructive obligation as a result of past events, when it is more likely than not an outflow of resources will be required to settle the obligation and when a reliable estimation is possible.
Provisions are not recognised for future operating losses. Restructuring provisions are recognised with a formal detail plan and when third parties affected are informed.
Revenue comprises the value of the consideration received or receivable for the sale of goods and finished products. Revue is shown, net of value-added tax, returns, rebates, and discounts, including cash discounts. Revenue is also adjusted by any prior period's sales corrections.
Services rendered are immaterial and, generally, are refunds of costs related with finish product sales.
Sales revenue is recognised when the significant risk and rewards of ownership of the goods are transferred to the buyer and its amount can be reliably measured. Revenue receivable after one year will be discounted to its fair value.
Grants received are related generally with fixed assets expenditure. No-repayable grants are present in the balance sheet as deferred income, and recognised as income on a systematic basis over the useful life of the related asset. Repayable interest bearing grants are presented as interests bearing debt; if no-interest bearing, they are presented as "Other borrowings". Noncurrent no-interest bearing repayable grants are presented with its net present value, using an interest discount rate similar to CORTICEIRA AMORIM interest bearing debt for same period.
When a contract indicates that the significant risks and rewards of the ownership of the asset are transferred to CORTICEIRA AMORIM, leasing contracts will be considered as financial leases.
All other leasing contracts are treated as operating leases. Payments made under operating leases are charged to the income statement.
CORTICEIRA AMORIM uses derivatives financial instruments as forward and spot exchange rate contracts, options and swaps; these are intended to hedge its business financial risks and are not used for speculative purposes. CORTICEIRA AMORIM accounts for these instruments as hedge accounting, following all its standards. Dealing is carried out by a central treasury department (dealing room) on behalf of the subsidiaries, under policies approved by the Board of Directors.
Derivatives are initially recorded at cost and subsequently re-measured at their fair value.
The method of recognising is as follows:
Changes in the fair value of derivatives that qualify as fair value hedges and that are expected to be highly effective, are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
Changes in the fair value of derivatives that qualify as cash flow edges and that are expected to be highly effective, are recognised in equity; the gain or loss relating to the ineffective portion is recognised immediately in the income statement.
For the moment, CORTICEIRA AMORIM is not considering any foreign exchange hedge over its net investments in foreign units (subsidiaries).
CORTICEIRA AMORIM has fully identified the nature of its activities' risk exposure and documents entirely and formally each hedge; uses its information system to guarantee that each edge is supported by a description of: risk policy, purpose and strategy, classification, description of risk, identity of the instrument and of the risk item, description of initial measurement and future efficiency, identification of the possible derivative portion which will be excluded from the efficiency test. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, or the forecasted transaction no longer remains highly provable or simply is abandoned, or the decision to consider the transaction as a hedge, the company will de-recognised the instrument.
| Company | Head Office | Country | 1Q12 |
|---|---|---|---|
| Raw Materials | |||
| Amorim Natural Cork, S.A. | Vale de Cortiças - Abrantes | PORTUGAL | 100% |
| Amorim Florestal, S.A. | Ponte Sôr | PORTUGAL | 100% |
| Amorim Florestal España, SL | San Vicente Alcántara | SPAIN | 100% |
| Amorim Florestal Mediterrâneo, SL | Cádiz | SPAIN | 100% |
| Amorim Tunisie, S.A.R.L. | Tabarka | TUNISIA | 100% |
| Comatral - C. Marocaine de Transf. du Liège, S.A. | Skhirat | MOROCCO | 100% |
| Cork International, SARL | Tabarka | TUNISIA | 100% |
| SIBL - Société Industrielle Bois Liége | Jijel | ALGERIA | 51% |
| Société Nouvelle du Liège, S.A. (SNL) | Tabarka | TUNISIA | 100% |
| Société Tunisienne d'Industrie Bouchonnière | (d) Tabarka | TUNISIA | 45% |
| Cork Stoppers | |||
| Amorim & Irmãos, SGPS, S.A. | Santa Maria Lamas | PORTUGAL | 100% |
| Amorim & Irmãos, S.A. | Santa Maria Lamas | PORTUGAL | 100% |
| Amorim Argentina, S.A. | Tapiales - Buenos Aires | ARGENTINA | 100% |
| Amorim Australasia Pty Ltd | Adelaide | AUSTRALIA | 100% |
| Amorim Cork América, Inc. | Napa, CA | U. S. AMERICA | 100% |
| Amorim Cork Beijing Ltd | Beijing | CHINA | 100% |
| Amorim Cork Bulgaria EOOD | Plovdiv | BULGARIA | 100% |
| Amorim Cork Deutschland GmbH & Co KG | Bingen am Rhein | GERMANY | 100% |
| Amorim Cork España, S.L. | San Vicente Alcántara | SPAIN | 100% |
| Amorim Cork Itália, SPA | Conegliano | ITALY | 100% |
| Amorim Cork South Africa (Pty) Ltd | Cape Town | SOUTH AFRICA | 100% |
| Amorim France, S.A.S. | Eysines | FRANCE | 100% |
| Carl Ed. Meyer Korken | Delmenhorst | GERMANY | 100% |
| Chapuis, S.L. | Girona | SPAIN | 100% |
| Corchos de Argentina, S.A. | (d) Mendoza | ARGENTINA | 50% |
| Equipar, Participações Integradas, Lda. | Coruche | PORTUGAL | 100% |
| FP Cork, Inc. | Napa, CA | U. S. AMERICA | 100% |
| Francisco Oller, S.A. | Girona | SPAIN | 87% |
| Hungarocork, Amorim, RT | Budapeste | HUNGARY | 100% |
| Indústria Corchera, S.A. | (e) Santiago | CHILE | 50% |
| Korken Schiesser Ges.M.B.H. | Viena | AUSTRIA | 69% |
| Olimpiadas Barcelona 92, S.L. | Girona | SPAIN | 100% |
| Portocork América, Inc. | Napa, CA | U. S. AMERICA | 100% |
| Portocork France | Bordeaux | FRANCE | 100% |
| Portocork Internacional, S.A. | Santa Maria Lamas | PORTUGAL | 100% |
| Portocork Itália | Conegliano | ITALY | 100% |
| S.A. Oller et Cie | Reims | FRANCE | 87% |
| S.C.I. Friedland | Céret | FRANCE | 100% |
| Société Nouvelle des Bouchons Trescases | (d) Perpignan | FRANCE | 50% |
| Victor y Amorim, SL | (e) Navarrete - La Rioja | SPAIN | 50% |
| Company | Head Office | Country | 1Q11 |
|---|---|---|---|
| Floor & Wall Coverings | |||
| Amorim Revestimentos, S.A. | Lourosa | PORTUGAL | 100% |
| Amorim Benelux, BV - AR | (a) Tholen | NETHERLAND | 100% |
| Amorim Deutschland, GmbH - AR | (c) Delmenhorts | GERMANY | 100% |
| Amorim Flooring (Switzerland) AG | Zug | SWITZERLAND | 100% |
| Amorim Flooring Austria GesmbH | Viena | AUSTRIA | 100% |
| Amorim Flooring Investments, Inc. | Hanover, MD | U. S. AMERICA | 100% |
| Amorim Flooring Nordic A/s | Greve | DENMARK | 100% |
| Amorim Flooring North America Inc | Hanover, MD | U. S. AMERICA | 100% |
| Amorim Japan Corporation | Tokyo | JAPAN | 100% |
| Amorim Revestimientos, S.A. | Barcelona | SPAIN | 100% |
| Cortex Korkvertriebs GmbH | Fürth | GERMANY | 100% |
| Corticeira Amorim - France, SAS - AR | (b) Lavardac | FRANCE | 100% |
| Dom KorKowy, Sp. Zo. O. | (e) Kraków | POLAND | 50% |
| Timberman Denmark A/S | Hadsund | DENMARK | 51% |
| US Floors, Inc. | (d) Dalton, GA | U. S. AMERICA | 25% |
| Zodiac Kork- und Holzprodukte GmbH | Fürth | GERMANY | 100% |
| Composites Cork | |||
| Amorim Cork Composites, S.A. | Mozelos | PORTUGAL | 100% |
| Amorim (UK) Ltd. | Horsham West Sussex | U.K. | 100% |
| Amorim Benelux, BV - ACC | (a) Tholen | NETHERLAND | 100% |
| Amorim Cork Composites Inc. | Trevor Wisconsin | U. S. AMERICA | 100% |
| Amorim Deutschland, GmbH - ACC | (c) Delmenhorts | GERMANY | 100% |
| Amorim Industrial Solutions - Imobiliária, S.A. | Corroios | PORTUGAL | 100% |
| Chinamate (Xi'an) Natural Products Co. Ltd | Xi'an | CHINA | 100% |
| Chinamate Development Co. Ltd | Hong Kong | CHINA | 100% |
| Corticeira Amorim - France, SAS - ACC | (b) Lavardac | FRANCE | 100% |
| Drauvil Europea, SL | San Vicente Alcantara | SPAIN | 100% |
| Dyn Cork - Technical Industry, Lda | (d) Paços de Brandão | PORTUGAL | 50% |
| Postya - Serviços de Consultadoria, Lda. | Funchal - Madeira | PORTUGAL | 100% |
| Spheroil - Materiais Compósitos, Lda | Mozelos | PORTUGAL | 100% |
| Insulation Cork | |||
| Amorim Isolamentos, S.A. | Vendas Novas | PORTUGAL | 80% |
| Holding | |||
| Corticeira Amorim, SGPS, S.A. | Mozelos | PORTUGAL | 100% |
| Amorim Benelux, BV - A&I | (b) Tholen | NETHERLAND | 100% |
| Amorim Cork Research, Lda. | Mozelos | PORTUGAL | 100% |
| Ginpar, S.A. (Générale d'Invest. et Participation) | Skhirat | MOROCCO | 100% |
| Soc. Portuguesa de Aglomerados de Cortiça, Lda | Montijo | PORTUGAL | 100% |
| Vatrya - Serviços de Consultadoria, Lda | Funchal - Madeira | PORTUGAL | 100% |
(a) – One single company: Amorim Benelux, BV.
(b) – One single company: Corticeira Amorim - France SAS.
(c) – One single company: Amorim Deutschland, GmbH
(d) – Equity method consolidation.
(e) – CORTICEIRA AMORIM controls the operations of the company – line-by-line consolidation method.
(a) –
| Consolidation | March 31, 2012 |
Average 1Q12 |
March 31, 2011 |
Average 1Q11 |
|
|---|---|---|---|---|---|
| Argentine Peso | ARS | 5,84010 | 5,68910 | 5,73930 | 5,4919 |
| Australian Dollar | AUD | 1,28360 | 1,24247 | 1,37360 | 1,36135 |
| Lev | BGN | 1,95570 | 1,95566 | 1,95570 | 1,95560 |
| Brazilian Real | BRL | 2,43230 | 2,31688 | 2,30580 | 2,27993 |
| Canadian Dollar | CAD | 1,33110 | 1,31280 | 1,37850 | 1,34838 |
| Swiss Franc | CHF | 1,20450 | 1,20799 | 1,30050 | 1,28714 |
| Chilean Peso | CLP | 651,270 | 641,018 | 676,330 | 659,112 |
| Yuan Renminbi | CNY | 8,40280 | 8,27641 | 9,27570 | 9,00810 |
| Danish Krone | DKK | 7,43990 | 7,43497 | 7,45670 | 7,45499 |
| Algerian Dinar | DZD | 98,098 | 97,7263 | 101,9808 | 98,4525 |
| Euro | EUR | 1 | 1 | 1 | 1 |
| Pound Sterling | GBP | 0,83390 | 0,83448 | 0,88370 | 0,85386 |
| Hong Kong Dollar | HDK | 10,3616 | 10,1782 | 11,0176 | 10,6628 |
| Forint | HUF | 294,920 | 296,847 | 265,720 | 272,428 |
| Yen | JPY | 109,560 | 103,993 | 117,610 | 112,570 |
| Moroccan Dirham | MAD | 11,1325 | 11,1185 | 11,2783 | 11,2033 |
| Zloty | PLN | 4,15220 | 4,23293 | 4,01060 | 3,94598 |
| Tunisian Dinar | TND | 2,00190 | 1,97500 | 1,96280 | 1,93310 |
| US Dollar | USD | 1,33560 | 1,31082 | 1,42070 | 1,36799 |
| Rand | ZAR | 10,2322 | 10,1730 | 9,65070 | 9,5875 |
CORTICEIRA AMORIM is organised in the following Business Units (BU):
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. The following table shows the main indicators of the said units, and, whenever possible, the reconciliation with the consolidated indicators (values in thousand EUR):
| thousand euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 1Q2012 | Raw Materials |
Cork Stoppers |
Floor & Wall Coverings |
Composite Cork |
Insulation Cork |
Holding | Adjustments Consolidated | |
| Trade Sales | 1.948 | 74.806 | 32.415 | 19.703 | 2.202 | 202 | - | 131.276 |
| Other BU Sales | 30.904 | 1.671 | 868 | 2.863 | 175 | 307 | -36.789 | - |
| Total Sales | 32.852 | 76.477 | 33.283 | 22.566 | 2.378 | 509 | -36.789 | 131.276 |
| Current EBITDA(i) | 4.583 | 9.606 | 3.441 | 1.904 | 616 | -1.099 | -322 | 18.728 |
| Assets | 116.674 | 285.878 | 113.304 | 80.715 | 12.799 | 28.550 | -15.682 | 622.237 |
| Liabilities | 29.432 | 91.152 | 29.003 | 20.173 | 1.938 | 17.687 | 143.719 | 333.105 |
| Capex | 478 | 2.114 | 108 | 902 | 266 | - | - | 3.868 |
| Depreciation | -510 | -2.661 | -1.410 | -785 | -144 | -10 | - | -5.520 |
| Non-cash cost (ii) | 5 | -4.158 | -339 | -73 | -16 | - | - | -4.581 |
| Gains/Losses in associated companies |
-1 | 105 | -43 | -67 | - | - | - | -5 |
| 1Q2011 | Raw Materials |
Cork Stoppers |
Floor & Wall Coverings |
Composite Cork |
Insulation Cork |
Holding | Adjustments Consolidated | |
|---|---|---|---|---|---|---|---|---|
| Trade Sales | 800 | 70.155 | 28.125 | 18.854 | 2.264 | 218 | - | 120.416 |
| Other BU Sales | 26.822 | 1.195 | 858 | 3.429 | 143 | 306 | -32.754 | - |
| Total Sales | 27.623 | 71.350 | 28.982 | 22.284 | 2.407 | 524 | -32.754 | 120.416 |
| Current EBITDA(i) | 7.365 | 7.207 | 1.115 | 2.344 | 594 | -646 | 6 6 |
17.079 |
| Assets | 87.822 | 270.691 | 114.659 | 69.961 | 11.470 | 48.197 | -5.080 | 597.720 |
| Liabilities | 22.703 | 79.956 | 28.437 | 22.265 | 1.678 | 13.411 | 156.181 | 324.631 |
| Capex | 324 | 3.321 | 1.102 | 1.983 | 106 | - | - | 6.836 |
| Depreciation | -783 | -2.275 | -1.474 | -834 | -144 | -12 | - | -5.522 |
| Non-cash cost (ii) | -29 | -292 | -2.070 | -181 | -26 | - | - | -2.598 |
| Gains/Losses in associated companies |
9 | 211 | - | - | - | - | - | 220 |
Notes:
Adjustments = eliminations inter-BU and amounts not allocated to BU
EBITDA =Profit before depreciation, interests, non-controlling interest and income tax.
Provisions and asset impairments were considered the only relevant 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 kinds 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 90% 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, black 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. 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.
Data to be included in the interim notes, materially relevant, which is not included in prior chapters:
Mozelos, May 4, 2012
The Board of Directors of CORTICEIRA AMORIM, S.G.P.S., S.A.
| António Rios de Amorim | |
|---|---|
| Chairman | |
| Joaquim Ferreira de Amorim | |
| Vice-President | |
| Nuno Filipe Vilela Barroca de Oliveira | |
| Member | |
| Luísa Alexandra Ramos Amorim | |
| Member | |
| José da Silva Carvalho Neto | |
| Member | |
| André de Castro Amorim | |
| Member | |
| Fernando José de Araújo dos Santos Almeida | |
| Member |
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