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Corticeira Amorim

Quarterly Report Nov 30, 2011

1912_10-q_2011-11-30_0e6b8947-a9fc-4b49-95d9-e2a6daeaba75.pdf

Quarterly Report

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CORTICEIRA AMORIM, S.G.P.S., S.A.

CONSOLIDATED ACCOUNTS (Interim – Unaudited)

Year to date 2011 (9M11)

3 rd Quarter 2011 (3Q11)

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]

Shareholders of CORTICEIRA AMORIM,

According to Law, as adopted by CORTICEIRA AMORIM, SGPS, S.A, a public company, presents:

CONSOLIDATED MANAGEMENT REPORT INTERIM

1. SUMMARY OF ACTIVITY

Conditions in financial markets remained distressed in the third quarter of 2011 and the political situation in the European Union has even worsened. The climate of distrust installed in the financial area and the political disorientation contributed to the maintenance of a rather gray economic environment. Downward revisions to estimates of economic growth followed each other and extended to all EU member states. The United States continued to escape this fate that Europe seems to be doomed. Even so, U.S. growth was not sufficient to generate jobs and greater tax revenues to boost confidence in the country.

During the third quarter of 2011, the economic activity in CORTICEIRA AMORIM's major markets continued to show a growth pace similar to that recorded in 1H11. CORTICEIRA AMORIM continued to enjoy growth - albeit modest - in its main markets and this, together with its excellent competitive position, continues to be the main reason for our Company reporting good business indicators and results.

In comparison with the same period a year before, CORTICEIRA AMORIM recorded its seventh consecutive quarter of consolidated sales growth.

The 8.9% increase in sales in 3Q11 was in line with that recorded in 1H11 and brought September's YTD sales to 9.5%.

In absolute terms, sales totaled EUR 380 million (EUR M), EUR 33M above the level reached in the first nine months of 2010.

The EBITDA / sales ratio continued to perform well in 3Q11 (15.9%) in line with that recorded in 1H11.

2. CONSOLIDATION SCOPE

The Timberman Denmark A/S. subsidiary was included in the consolidation scope in the third quarter of 2011, after the acquisition of a 51% stake in the share capital of this company. This is a joint venture with a partner that has a long-standing and strong presence in the Danish wood flooring market. In view of this new approach to this market, the business of our Amorim Flooring Nordic A/S subsidiary will be discontinued. Intercraft, Lda. - a company that never started operations - was liquidated in 3Q2011.

3. SALES AND RESULTS

CORTICEIRA AMORIM's year-to-date sales reached EUR 380M (+9.5%) and our Company managed to keep the strong pace of growth recorded in 1H11 (+9.7%).

During the third quarter of 2011, the Floor and Wall Coverings Business Unit ("BU") reinforced the upward trend observed in 2Q11. In fact, sales in 2Q11 rebound after a drop in 1Q11. Net sales of this BU for the first nine months of 2011 show a growth of 6.7%. By contrast, the Insulation Cork BU has been showing a declining business activity.

In 3Q11 the Raw Materials BU kept the same pace of sales recorded in 1H11 and sales to other BUs grew by some 16%. As CORTICEIRA AMORIM's production shall have increased approximately 14%, this growth shows a greater integration into the production cycle.

In general it can be said that all business units in Portugal, Spain or North Africa recorded stronger sales growth and better business results.

The requirements for raw materials to be manufactured were completed at the end of 3Q11, although the quantities bought and the average purchase price were higher than a year before.

Sales of natural cork stoppers for the first 9 months of 2011 amounted to EUR 227.5 M, up EUR 18 M compared to the same period in 2010.

The Cork Stoppers BU continued to show a significant sales growth rate (8.7%), and kept roughly the same performance as in 1H11. The main reason for the variation were the quantities sold as the positive effect of price was broadly offset by the negative impact of currency effects, especially that caused by the devaluation of the U.S. dollar.

Sales of champagne corks (+16%) continue to stand out. The increase in the sales of agglomerated cork stoppers (+30%) deserve a special mention since this family of cork stoppers is a major response by CORTICEIRA AMORIM to cheap competition from plastic wine stoppers and aluminium screw caps. The TwinTop® cork stoppers have also managed to maintain its good sales level.

The other families of cork stoppers showed sales growth consistent with the BU's sales performance.

More than 2600 million cork stoppers were sold in the first nine months of 2011, up 200 million cork stoppers than the figure recorded for the same period during 2010.

Sales to the four major markets (France, the USA, Italy and Spain) increased between 9% and 16%.

In 3Q2011 the sales made by the Floor and Wall Coverings BU showed signs of business recovery, a trend being already seen in the previous quarter. This BU's year-to-date sales in September increased 6.7% to EUR 91.2 M. The main contributory factors to this rise were the maintenance of the pace of sales growth of manufactured products (+10%) already seen in 1H11 and some increase in the sales of wood flooring, which grew from -20% at the end of 1H11 to -15% YTD sales in September 2011.

As far as products are concerned, the continued good performance of the LVT flooring and Cork Style flooring must be stressed. In terms of markets, the U.S. market and the Eastern European markets deserve a special mention. Both the Benelux market and the Iberian market made a negative contribution to this BU due to organizational reasons and economic reasons, respectively.

The business of Timberman was consolidated into CORTICEIRA AMORIM's financial statements from the beginning of 3Q11. The combined effect of its business activities and the residual business of Amorim Flooring Nordic resulted in an adverse effect compared to the same period last year. We anticipate that this new joint venture will, in the next financial year, bring business to a level in line with the potential of the Danish market.

Year-to-date sales in September of the Cork Composites BU were EUR 66 M, a 14.8% increase which confirms a further slowdown compared to the figure recorded in 1H11. This slowdown results mainly from the fact that it is increasingly more difficult to make quarterly comparisons because of the high growth rates recorded in the last quarters of 2010.

All business segments reported significant sales increases, with the construction industry (15%) deserving special mention. Sales of Home & Office and DIY (Do It Yourself) products decreased slightly. It should be noted that these two segments represent only about 6% of the Cork Composites BU's overall sales.

The volume effect continues to account for a significant part of the increase in sales in this BU. In view of the importance of the sales of this BU to the U.S. market and the depreciation of the U.S. dollar against the euro, the exchange rate effect had a significant impact on sales, which more than offset the effect of price increases taken in the period under review.

The sales of the Insulation Cork BU continued its downward trend. This is the BU with the highest exposition to the construction industry and as its main markets are located in Europe – France and Italy - its business was affected by successive delays in the implementation of projects in these markets. The Middle Eastern markets upturn was not enough to offset the 5.9% decrease in year-to-date sales (EUR 6.8 M) of the Insulation Cork BU in September 2011.

Percentage gross margin in 3Q11 remained high (51.1 %) and failed to achieve the figure recorded a year before because of the high weight that the decrease in production levels had in the first nine months of 2010.

In addition to this impact on the overall trend of this indicator, it should be said that the effort toward price recovery in the Cork Stoppers BU and Cork Composites BU was more than offset by exchange-rate effects.

As far as raw materials prices are concerned, the use of natural cork has to be duly noted. The good price to quality ratio allowed the increase in cork prices over the past year to be absorbed. As to the other raw materials, there were significant price increases over the first nine months of 2011 and only recently such increases showed signs of easing.

The absolute value of the gross margin was thus strongly influenced by the increase in sales and totalled EUR 196 M, up EUR 21M in September 2011 than in the same period a year before.

Production increased by around 14% and led to increasing direct operating costs by approximately 10% (EUR +13 M). The increase in Supplies and Services was followed by an increase in production and rising energy and transport costs are also worthy of mention. It should be also noted that the promotional costs of an international cork campaign promoted by APCOR (Portuguese Cork Association) in several major world markets were shared by CORTICEIRA AMORIM which has also borne the costs related to the launch of a new 2012 collection of floor and wall coverings.

EBITDA for the third quarter of 2011 was EUR 59.6 M, a 15% increase over the first nine months of 2010. The EBITDA / Sales ratio reached 15.9% in 3Q11 and brought the year-to-date sales up 15.7%. These figures are among the best that CORTICEIRA AMORIM has achieved in its recent history.

During the period under review and in view of exceptional circumstances occurred, two tests were performed on two owned subsidiaries to determine the value of their goodwill. As already mentioned in the previous quarterly reports, deteriorating transactions and declining margins from our dealings with our subsidiary "U.S. Floors" in addition to a growing financial imbalance, led us to record the remaining impairment of U.S. Floors' goodwill in the amount of EUR 3.6 M as a non-recurring expense. In 3Q11 and in view of the recent social and political unrest in Tunisia and mainly due to a significant increase in the country's risk, we have decided to carry out goodwill impairment tests on our subsidiaries located in that area. We have used the same economic assumptions used in the test carried out for the purpose of the annual statement of accounts 2010. On the other hand, the cash flow discount rate was adjusted to reflect the country risk. This test led us to record an impairment of EUR 2.2 M.

Net financial costs were affected by higher interest rates, which began to have a noticeable effect from the second quarter of 2011. The positive impact of the swap was nearly neutralized in 3Q11 and that has significantly contributed to the worsening of the financial costs in that period. Thus, the net year-to-date amount of such costs totalled EUR 3.6M, out of which an amount of EUR 2.2 M relates to 3Q11. Approximately EUR 0.7 M of such amount relates to the adverse effect of the swap in 3Q11.

After recording gains of EUR 0.4 M from associated companies, profit before tax amounted to EUR 35.3 M.

Income tax estimates continue to be guided by prudence and, as mentioned in the previous quarterly reports, a provision (EUR 0.6 M) for tax litigation dating back to 1997 was set up. Foreign subsidiaries also charged EUR 0.6 M to the profit and loss account relating to deferred tax assets from prior tax losses carried forward. Our estimate amounted to EUR 13.2 M.

Taking into account the amount of EUR 0.7 M relating to non-controlling interests, net profit attributable to CORTICEIRA AMORIM's shareholders was EUR 21.434 M, up 20.9% in comparison with the first three quarters of 2010.

4. STATEMENT OF THE CONSOLIDATED FINANCIAL POSITION OF CORTICEIRA AMORIM (CONSOLIDATED BALANCE SHEET)

Total assets stood at EUR 635M at the end of 3Q11, an increase of EUR 73M as against December 31, 2010 and EUR 79M as against 3Q10. Growth is due mainly to three factors: about 20% more cork was purchased this year, growth in trade due mainly to an increase in the value of customers' transactions and an increase in cash and cash equivalents.

The growth in assets was backed by an increase in equity, an increase in the value of Suppliers' transactions and also an increase in gross interest bearing debt.

In terms of equity itself, it should be pointed out that CORTICEIRA AMORIM has resumed the policy of distributing dividends and has paid EUR 12.6 M to its shareholders. Due to the impact of dividends and the Company's profit, Equity has grown only about EUR 8 M and contributed to a deterioration of the equity to total assets ratio (43.6%). Even so, this ratio is well within the limits determined by our Board of Directors and we expect this ratio to return to levels above 45% by year-end.

During the first nine months of 2011, the distribution of dividends and, especially, the value of cork purchases, although partially offset by a net increase in the value of Suppliers' transactions, has stopped the decrease in debt levels which had occurred during the last years. Net interest bearing debt reached EUR 126.8 M compared to EUR 111.3 M in September 2010. It should be taken into account, however, that, among other things, there is a further EUR 45 M of inventories.

5. CONSOLIDATED INDICATORS

9M11 9M10 Variation 3Q11 3Q10 Variation
Sales 380,092 347,268 9.5% 125,414 115,188 8.9%
Gross Margin – Value 196,042 175,385 11.8% 62,077 52,958 17.2%
1) 51.1% 52.0% -0.95 p.p. 50.0% 49.1% + 0.9 p.p.
Operating Costs - current 151,744 138,554 9.52% 46,227 38,332 20.60%
EBITDA - current 59,613 52,069 14.5% 19,881 18,550 7.2%
EBITDA/Sales 15.7% 15.0% + 0.7 p.p. 15.9% 16.1% -0.25 p.p.
EBIT - current 44,298 36,830 20.3% 15,850 14,626 8.4%
Non-current costs 2) 5,763 3,224 N/A 2,200 3,224 N/A
Net Income 21,434 17,726 20.92% 7,619 6,127 24.35%
Earnings per share 0.170 0.139 22.18% 0.060 0.049 23.20%
Net Bank Debt 127,764 111,320 16,444 - - -
Net Bank Debt/EBITDA (x) 4) 1.74 1.77 -0.04 x - - -
EBITDA/Net Interest (x) 3) 23.8 28.4 -4.68 x 19.6 46.9 -27.32 x
Equity/Net Assets 43.6% 47.7% -4.11 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

6. SUBSEQUENT EVENTS

After September 30, 2011 and up to the date of this report, no other relevant events have occurred which might materially affect the financial position and future profit or loss of CORTICEIRA AMORIM and its subsidiaries included in the consolidation taken as a whole.

Mozelos, November 2, 2011

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

António Rios de Amorim
Chairman of the Board of Directors
Joaquim Ferreira de Amorim
Vice-President of the Board of Directors
Nuno Filipe Vilela Barroca de Oliveira
Member of the Board of Directors
Luísa Alexandra Ramos Amorim
Member of the Board of Directors
José da Silva Carvalho Neto
Member of the Board of Directors
André de Castro Amorim
Member of the Board of Directors
Fernando José de Araújo dos Santos Almeida
Member of the Board of Directors

FINANCIAL REPORT INTERIM

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (NON AUDITED)

thousand euros
September
2011
December
2010
September
2010
Assets
Property, plant and equipment 168.169 168.430 169.465
Investment property 7.617 7.733 9.580
Goodwill 9.215 15.099 16.386
Investments in associates 5.745 5.362 5.768
Intangible assets 498 612 486
Other financial assets 3.291 1.995 2.903
Deferred tax assets 7.300 7.742 5.993
Other non current assets 201.835 206.973 210.582
Inventories 229.717 184.798 184.998
Trade receivables 128.778 110.311 116.058
Current tax assets 30.195 16.595 20.672
Other current assets 11.840 9.777 6.555
Cash and cash equivalents 32.473 33.312 17.352
Current assets 433.004 354.793 345.636
Total Assets 634.840 561.766 556.218
Equity
Share capital 133.000 133.000 133.000
Treasury stock -6.247 -6.247 -6.247
Other reserves 116.687 109.126 109.045
Net Income 21.434 20.535 17.726
Non-Controlling Interest 11.847 12.131 12.025
Equity 276.720 268.545 265.549
Liabilities
Interest-bearing loans 43.599 14.239 10.350
Other borrowings and creditors 1.090 1.160 871
Provisions 15.334 14.557 5.247
Deferred tax liabilities 5.949 5.982 5.135
Non-current liabilities 65.972 35.938 21.603
Interest-bearing loans 116.638 121.496 118.322
Trade payables 116.327 97.787 98.799
Other borrowings and creditors 35.876 26.941 32.496
Tax liabilities 23.306 11.059 19.448
Current liabilities 292.148 257.283 269.066
Total Liabilities and Equity 634.840 561.766 556.218

CONSOLIDATED INCOME STATEMENT 3 RD QUARTER AND 9 MONTHS (NON AUDITED)

thousand euros
3Q11 3Q10 9M11 9M10
125.414 115.188 Sales 380.092 347.268
59.865 54.922 Costs of goods sold and materials consumed 187.955 161.762
-3.472 -7.308 Change in manufactured inventories 3.905 -10.121
62.077 52.958 Gross Margin 196.042 175.385
50,9% 49,1% 51,1% 52,0%
20.940 19.295 Third party supplies and services 65.386 58.068
19.643 18.509 Staff costs 67.897 66.842
390 -415 Impairments of assets 1.477 1.919
1.263 4.691 Other gains 5.098 8.296
2.487 1.711 Other costs 6.768 4.783
19.881 18.549 Current EBITDA 59.613 52.069
4.031 3.924 Depreciation 15.315 15.238
15.850 14.626 Current EBIT 44.298 36.831
2.200 3.224 Non-current itens 5.763 3.224
-2.200 -750 Net interest -3.572 -3.048
-175 206 Share of (loss)/profit of associates 372 622
11.274 10.858 Profit before tax 35.335 31.181
3.296 4.299 Income tax 13.186 12.276
7.978 6.560 Profit after tax 22.149 18.905
359 432 Non-Controlling Interest 715 1.178
7.619 6.128 Net Income attributable to the equity holders of Corticeira
Amorim
21.434 17.726
0,069 0,049 Earnings per share - Basic e Diluted (euros per share) 0,109 0,139

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 3 RD QUARTER AND 9 MONTHS (NON AUDITED)

thousand euros
3Q11 3Q10 9M11 9M10
7.979 6.560 Net Income (before Min. Interest) 22.149 18.905
4
9
542 Change in derivative financial instruments fair value 180 146
-676 218 Change in translation differences -533 -61
-627 760 Net Income directly registered in Equity -353 8
5
7.352 7.320 Total Net Income registered 21.796 18.990
Attributable to:
6.993 6.888 Corticeira Amorim Shareholders 21.081 17.812
359 432 Non-Controlling Interest 715 1.178

CONSOLIDATED STATEMENT OF CASH FLOW 3 RD QUARTER AND 9 MONTHS (NON AUDITED)

thousand euros
3Q11 3Q10 9M11 9M10
(non audited) (non audited)
OPERATING ACTIVITIES
136.805 135.328 Collections from customers 376.231 367.319
-99.680 -83.500 Payments to suppliers -322.281 -242.898
-24.263 -21.414 Payments to employees -67.505 -63.317
12.862 30.414 Operational cash flow -13.555 61.104
-2.476 -1.054 Payments/collections - income tax -5.361 -2.538
-15.587 -16.675 Other collections/payments related with operational 24.656 9.488
-5.201 12.685 activities
CASH FLOW BEFORE EXTRAORDINARY ITEMS
5.740 68.054
INVESTMENT ACTIVITIES
Collections due to:
619 281 Tangible assets 850 772
0 0 Intangible assets 30 0
2.999 36 Other assets 3.087 115
110 318 Interests and similar gains 1.048 413
0 0 Investment subsidies 54 18
125 100 Dividends 125 100
Payments due to:
-2.933 -4.523 Tangible assets -17.293 -11.063
-676 -57 Financial investments -1.369 -73
2 -219 Intangible assets -44 -469
-
3
0 Aquisiçao Outros Activos -11 -749
243 -4.065 CASH FLOW FROM INVESTMENTS -13.523 -10.937
FINANCIAL ACTIVITIES
Collections due to:
24.840 0 Loans 18.491 0
232 134 Others 608 403
Payments due to:
0 -40.472 Loans 0 -42.444
-2.396 -147 Interests and similar expenses -4.853 -2.443
1 -10 Dividends -13.057 -410
0 0 Acquisition of treasury stock 0 -3.446
-157 -104 Others -494 -337
22.520 -40.599 CASH FLOW FROM FINANCING 695 -48.677
17.562 -31.980 Change in cash -7.088 8.440
81 12 Exchange rate effect -343 414
-6.130 42.375 Cash at beginning 18.944 1.552
11.513 10.406 Cash at end 11.513 10.406

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

thousand euros
Balance
Beginning
Appropriation
of N-1 profit
Dividends Net Profit
N
Increases /
Decreases
Translation
Differences
End
Balance
September 30, 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 -8.634 - - - 336 7 -8.291
Hedge Accounting -164 - - - 180 - 16
Reserves
Legal Reserve 10.887 1.357 - - - - 12.243
Other Reserves 69.450 19.178 -12.621 - -752 - 75.255
Translation Difference -1.305 - - - 364 -488 -1.429
235.880 20.535 -12.621 0 129 -481 243.441
Net Profit for the Year 20.535 -20.535 - 21.434 - - 21.434
Minority interests 12.131 - -431 715 156 -724 11.847
Total Equity 268.546 0 -13.052 22.149 285 -1.205 276.722
September 30, 2010
Equity:
Share Capital 133.000 - - - - - 133.000
Treasury Stock - Face Value -3.088 - - - -3.699 - -6.787
Treasury Stock - Discounts and Premiums 287 - - - 254 - 541
Paid-in Capital 38.893 - - - - - 38.893
IFRS Transition Adjustments -8.560 - - - 2 -49 -8.607
Hedge Accounting 36 - - - 146 - 182
Reserves
Legal Reserve 8.558 2.330 - - - - 10.887
Other Reserves 65.567 2.782 - - -362 205 68.191
Translation Difference -642 - - - - 141 -501
234.050 5.111 0 0 -3.659 297 235.799
Net Profit for the Year 5.111 -5.111 - 17.726 - - 17.726
Minority interests 10.684 - -370 1.178 -41 574 12.025
Total Equity 249.844 0 -370 18.904 -3.700 871 265.549

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, 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 November 2, 2011.

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.

II. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

a. Basis of presentation

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, 2011. The transition date from the local GAAP was January 1, 2004.

b. Consolidation

Group companies

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.

Losses for the period that are attributable to Non-controllable interests will be debited to this account until its balance equals to zero, being all subsequent losses fully attributed to CORTICEIRA AMORIM. In subsequent reversal of losses, all profits will be attributed to CORTICEIRA AMORIM up to the full recovery of prior losses appropriated. Afterwards the usual appropriation of results between CORTICEIRA AMORIM and third-party interests will be reassumed.

In the rare case where the Non-controllable interest part has the obligation to share its portion for the losses after its balance sheet account is cancelled, a receivable will be recorded in the consolidated Balance sheet.

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. 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 recognised goodwill as of the acquisition date measured as the excess of (i) over (ii) below:

  • (i) the aggregate of:
  • the consideration transferred measured in accordance with this IFRS;
  • the amount of any Non-controllable interest in the acquiree; and
  • In a business combination achieved in stages, the acquisition-date fair value of the acquirer's previously held equity interest in the acquiree.
  • (ii) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

In the case that (ii) exceeds (i), a difference must be registered as a gain.

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.

Equity companies

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.

c. Foreign currency translation

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.

d. Tangible Fixed Assets

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.

e. Investment property

Includes land and buildings not used in production.

f. Goodwill

In Business combinations before January 1, 2010, 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.

g. Inventories

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 regularly made by qualified staff. 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.

h. Trade and other receivables

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.

i. Cash and cash equivalents

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.

j. Interest bearing loans

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.

k. Income taxes – current and deferred

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).

l. Employee benefits

CORTICEIRA AMORIM Portuguese employees benefit 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.

m. Provisions

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.

n. Revenue recognition

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.

o. Government grants

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 and creditors". Medium and long-term 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.

p. Leasing

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.

q. Derivative financ ial instruments

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:

Fair value hedge

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.

Cash flow hedge

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.

Net investment hedge

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.

III. COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Company Head Office Country 9M11
Raw Materials
Amorim Natural Cork, S.A. Vale de Cortiças -
Abrantes
PORTUGAL 100%
Amorim & Irmãos, S.A. (Matérias Primas) (a) Ponte Sôr PORTUGAL 100%
Amorim Florestal, S.A. Ponte Sôr PORTUGAL 100%
Amorim Florestal España , S
L
San Vicente Alcántara 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 (e) Tabarka TUNISIA 45%
Cork Stoppers
Amorim & Irmãos, SGPS, S.A. Santa Maria Lamas PORTUGAL 100%
Amorim & Irmãos, S.A. (a) Santa Maria Lamas PORTUGAL 100%
Amorim Argentina, S.A. Tapiales - Buenos Aires ARGENTINA 100%
Amorim Australasia Adelaide AUSTRALIA 100%
Amorim Cork América , Inc. California U. S. AMERICA 100%
Amorim Cork Austrália , Pty Ltd Vic AUSTRALIA 100%
Amorim Cork Beijing Beijing CHINA 100%
Amorim Cork Bulgaria EOOD Plovdiv BULGARIA 100%
Amorim Cork Deutschland GmbH & Co KG Mainzer GERMANY 100%
Amorim Cork Itália , SPA Conegliano ITALY 100%
Amorim Cork South Africa Cape Town SOUTH AFRICA 100%
Amorim France, S.A.S. Champfleury FRANCE 100%
Carl Ed. Meyer Korken Delmenhorst GERMANY 100%
Chapuis, S.L. Girona SPAIN 100%
Equipar, Participações Integradas, Lda. Coruche PORTUGAL 100%
FP Cork, Inc. California U. S. AMERICA 100%
Francisco Oller, S.A. Girona SPAIN 87%
Hungarocork, Amorim, RT Budapeste HUNGARY 100%
Indústria Corchera , S.A. (f) Santiago CHILE 50%
Korken Schiesser Ges.M.B.H. Viena AUSTRIA 69%
Olimpiadas Barcelona 92, S.L. Girona SPAIN 100%
Portocork América , Inc. California U. S. AMERICA 100%
Portocork France Bordéus 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 (e) Perpignan FRANCE 50%
Victor y Amorim, Sl (f) Navarrete - La Rioja SPAIN 50%
Company Head Office Country 9M11
Floor & Wall Coverings
Amorim Revestimentos, S.A. S. Paio de Oleiros PORTUGAL 100%
Amorim Benelux, BV - AR (b) Tholen NETHERLAND 100%
Amorim Cork Distribution Netherlands BV Tholen NETHERLAND 100%
Amorim Cork GmbH Delmenhorts GERMANY 100%
Amorim Deutschland, GmbH & Co. KG - AR (d) Delmenhorts GERMANY 100%
Amorim Flooring (Switzerland) AG Zug SWITZERLAND 100%
Amorim Flooring Austria GesmbH Viena AUSTRIA 100%
Amorim Flooring Investments, Inc. Hanover - Maryland U. S. AMERICA 100%
Amorim Flooring Nordic A/s Greve DENMARK 100%
Amorim Flooring North America Inc Hanover - Maryland U. S. AMERICA 100%
Amorim Japan Corporation Tóquio JAPAN 100%
Amorim Revestimientos, S.A. Barcelona SPAIN 100%
Cortex Korkvertriebs GmbH Fürth GERMANY 100%
Corticeira Amorim - France SAS - AR (c) Lavardac FRANCE 100%
Dom KorKowy, Sp. Zo. O. (f) Kraków POLAND 50%
Timberman Denmark A/S (h) Hadsund DENMARK 51%
US Floors, Inc. (e) Dalton - Georgia 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 UNITED KINGDOM 100%
Amorim Benelux, BV - ACC (b) Tholen NETHERLAND 100%
Amorim Cork Composites Inc. Trevor Wisconsin U. S. AMERICA 100%
Amorim Deutschland, GmbH & Co. KG - ACC (d) 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 (c) Lavardac FRANCE 100%
Drauvil Europea, SL San Vicente Alcantara SPAIN 100%
Dyn Cork - Technical Industry, Lda (g) Paços de Brandão PORTUGAL 50%
Postya - Serviços de Consultadoria, Lda. Funchal - Madeira PORTUGAL 100%
Samorim (Joint Stock Company Samorim) (g) Samara RUSSIA 50%
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)
Soc. Portuguesa de Aglom. de Cortiça, Lda
Skhirat
Montijo
MOROCCO
PORTUGAL
100%
100%
Vatrya - Serviços de Consultadoria, Lda Funchal - Madeira PORTUGAL 100%
(a) – One single company: Amorim & Irmãos, S.A.
(b) – One single company: Amorim Benelux, BV.
(c) – One single company: Corticeira Amorim - France SAS.
(d) – One single company: Amorim Deutschland, GmbH & Co. KG.
(e) – Equity method consolidation.
(f) – CORTICEIRA AMORIM controls the operations of the company – line-by-line consolidation method.
(g) – Set-up during 1Q11. They will be included in consolidation starting 1H11.

(h) – Acquired during 3Q11.

At the end of 2010, Amorim Wood Supplies, M. Clignet and KHB were merged with their parent companies, Amorim Deutschland, Amorim France and Carl Ed. Meyer Korken, respectively.

During the third quarter, Intercraft Coatings, Lda was liquidated.

IV. EXCHANGE RATES USED IN CONSOLIDATION

Exchage rates 30/Set/11 Average
Jan- Sep
2011
Average
2010
Year end
2010
Argentine Peso ARS 5,62663 5,74892 5,18336 5,30893
Australian Dollar AUD 1,38740 1,35398 1,44231 1,31360
Lev BGN 1,95560 1,95561 1,95600 1,95600
Brazilian Real BRL 2,50670 2,29418 2,32927 2,21770
Canadian Dollar CAD 1,41050 1,37522 1,36511 1,33220
Swiss Franc CHF 1,21700 1,23370 1,38034 1,25040
Chilean Peso CLP 696,970 666,819 675,369 625,660
Yuan Renminbi CNY 8,53630 9,14246 8,97649 8,81480
Danish Krone DKK 7,44170 7,45423 7,44730 7,45350
Algerian Dinar DZD 98,9078 101,142 96,2669 98,3136
Euro EUR 1 1 1 1
Pound Sterling GBP 0,86665 0,87140 0,85724 0,86075
Hong Kong Dollar HDK 10,4182 10,9576 10,3041 10,3965
Forint HUF 292,550 271,383 275,480 277,950
Yen JPY 103,790 113,192 116,239 108,650
Moroccan Dirham MAD 11,1367 11,2595 11,1390 11,1423
Norwegian Krone NOK 7,88800 7,80438 8,00430 7,80000
Zloty PLN 4,40500 4,02112 3,99467 3,97500
Ruble RUB 43,1930 40,5035 40,2645 40,9081
Swedish Kronor SEK 9,25800 9,00955 9,53727 8,96550
Tunisian Dinar TND 1,92150 1,95528 1,89450 1,87380
US Dollar USD 1,35030 1,40648 1,32572 1,33620
Rand ZAR 10,90850 9,82384 9,69843 8,86250

V. SEGMENT REPORT

CORTICEIRA AMORIM is organised in the following Business Units (BU):

  • Cork Stoppers
  • Raw Materials
  • Floor and Wall Coverings
  • Composite Cork
  • Insulation Cork

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
9M2011 Raw
Materials
Cork
Stoppers
Floor & Wall
Coverings
Composite
Cork
Insulation
Cork
Holding Adjustments Consolidated
Trade Sales 2.237 223.145 88.440 56.058 6.359 3.854 0 380.092
Other BU Sales 75.155 4.345 2.736 9.951 478 -73 -92.592 -
Total Sales 77.391 227.490 91.176 66.009 6.837 3.781 -92.592 380.092
Current EBIT(i) 15.568 20.835 4.568 4.836 1.317 -2.617 -210 44.298
Assets 153.104 271.556 115.144 72.562 11.578 28.967 -18.072 634.840
Liabilities 60.411 76.239 27.960 20.653 1.283 22.322 149.252 358.119
Capex 2.982 8.335 2.100 3.273 540 0 0 17.230
Depreciation -2.161 -6.664 -3.826 -2.228 -406 -30 0 -15.315
Non-cash cost (ii) -2.272 -787 -4.229 -73 -47 0 0 -7.408
Gains/Losses in associated
companies
14 477 58 -178 0 0 0 372
9M2010 Raw
Materials
Cork
Stoppers
Floor & Wall
Coverings
Composite
Cork
Insulation
Cork
Holding Adjustments Consolidated
Trade Sales 3.319 205.001 83.045 49.082 6.810 11 0 347.268
Other BU Sales 64.554 4.214 2.367 8.420 456 1.038 -81.049 -
Total Sales 67.873 209.215 85.412 57.501 7.266 1.049 -81.049 347.268
Current EBIT(i) 11.509 22.450 1.852 3.397 1.372 -2.244 -1.506 36.831
Assets 110.951 251.244 115.469 77.251 11.343 1.984 -12.024 556.218
Liabilities 41.839 66.761 26.860 16.633 1.516 2.606 134.455 290.669
Capex 539 5.288 3.322 1.510 347 0 0 11.006
Depreciation -2.137 -6.225 -4.124 -2.275 -444 -33 0 -15.238
Non-cash cost (ii) -207 -1.632 499 -272 -81 -800 0 -2.493
Gains/Losses in associated
companies
7 474 141 0 0 0 0 622

Notes:

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

EBIT =Profit before interests, minorities 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 EBIT 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.

VI. SELECTED NOTES

Data to be included in the interim notes, materially relevant, which is not included in prior chapters:

  • These interim financial statements were prepared using similar accounting policies as those used when preparing prior year-end statements;
  • CORTICEIRA AMORIM business are spread through a large basket of products, throughout the five continents and more than a hundred countries; so, it is not considered that its activity is subjected to any particular form of seasonality. Anyway it has been registered a higher first half activity, mainly during the second quarter; third and fourth usually exchange as the weakest quarter.

Mozelos, November 2, 2011

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

António Rios de Amorim
Chairman of the Board of Directors
Joaquim Ferreira de Amorim
Vice-President of the Board of Directors
Nuno Filipe Vilela Barroca de Oliveira
Member of the Board of Directors
Luísa Alexandra Ramos Amorim
Member of the Board of Directors
José da Silva Carvalho Neto
Member of the Board of Directors
André de Castro Amorim
Member of the Board of Directors
Fernando José de Araújo dos Santos Almeida
Member of the Board of Directors

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