Quarterly Report • Nov 30, 2010
Quarterly Report
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Year to date 2010 (9M10)
3 rd Quarter 2010 (3Q10)
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]
According to Law and to IAS 34, as adopted by CORTICEIRA AMORIM, SGPS, S.A, a public company, presents:
During the third quarter (Q3) the world financial situation registered its slow path to stabilization. Far East and Latin-American economies continued to push the world activity. Even Germany, surprisingly, showed a vigour not seen for long. Yet European and North American markets, by far the most important for CORTICEIRA AMORIM, posted a sluggish growth. The long dark clouds of sovereign debt and deficits that rid several European countries, is hard to vanish.
During the third quarter of the current year, CORTICEIRA AMORIM's consolidated business activity was positively impacted by strong growth in sales from its core business unit - the Cork Stoppers BU - that posted a quarterly rise in sales of 19% and thus greatly influenced all performance indicators of CORTICEIRA AMORIM.
The expected slowdown in sales growth was not a fact, namely in what respects to this BU. This estimate was based on the vanishing of the bottler's inventory rebuilding effect which, by nature, should be temporary. The other reason for the expected slowdown was tougher comparables with second half 2009 figures. In fact, the aggressive promotions launched by some large bottling customers in the second half of the year have allowed sales to continue to grow strongly reaching levels that were not originally expected. Cork Stoppers BU has also capitalized on the weaknesses of its competitors due to their deteriorated service quality and this has even contributed to an increased pace of sales of this BU. Ultimately, our management teams motivation and morale have enabled to take full advantage of the current situation in this business segment of CORTICEIRA AMORIM.
In general, it can be said that all other BU had a positive register, but their growth rates registered, as expected, a deceleration when compared with the first two quarters performance.
The compound impact of the Q3 performance of the Corkstoppers BU and of all the other BU led to a year to date 10% consolidated sales increase, better than the 9.2% increase at the end of the semester.
Sales increased by some 32 million euro (M€). This fact together with high percentual Gross Margins, better than those registered in the same period 2009, led to a rise in Gross Margin values that reached 29M€. Operating costs increased by some 4.5M€ (3.4%) lagging behind the increase in activity.
All these factors resulted in an important increase in EBITDA and EBIT indicators. Cumulative values for these indicators reached 52.1M€ and 36.8M€, respectively (+87% and 190%).
High operating profits resulted in high final results, which registered. 17.726M€ at the end of Q3, a 15.5M€ increase from September 2009 final results.
Consolidated cumulative sales reached 347M€, a 10% increase when compared with the same period 2009. Nevertheless this growth, sales still lag behind the figures registered before the actual crisis (2008: 365M€, 2007: 353M€).
In 2010, sales of all Business Units outperformed sales in 2009; worth of mention are the significant sales growth in the Cork Stoppers BU and the Composite Cork BU (13% and 20%, respectively). As far as the other BUs is concerned, the Cork Flooring BU recorded a sales growth of 2%, the Raw Materials BU posted a sales increase of 9% and the sales of the Insulation Cork BU rose 11%.
The sales growth in the Raw Materials BU was accompanied by an increase in the business activity of CORTICEIRA AMORIM - in particular in the Cork Stoppers BU -, which is the main destination of the sales of this BU. The 2010 cork harvest was almost completed during 3Q10 and, therefore, CORTICEIRA AMORIM's requirements for cork for the whole year of 2011 - both in terms of quantity and quality - have been met. The average purchase price of cork both in Portugal and Spain has been higher than in the previous year.
Cork purchased during the 2008 harvest was no longer manufactured from 2Q10 onwards and this led to an improvement in Gross Margin. EBIT growth was the result of the increase in business activity added to a retrenchment of operating costs.
As far as the Cork Stoppers BU is concerned, sales of all types of cork stoppers were higher - both in terms of quantity and value - than in the same period of 2009. In line with what has occurred in the past two quarters, Natural Cork Stoppers sales increased by almost 9% reflecting a rise in quantity.
Champagne (+25%) and Neutrocork® (+27%) corkstoppers continued to register high sales growth rates. Twintop® corkstoppers sales performed well, allowing for a cumulative positive register (+4%).
Cork stoppers sales to all major cork purchasing markets - with the exception of South Africa - recorded an increase.
Corticeira Amorim excellent reaction to the economy rebound, allowed for this BU sound sales increase, which is estimated to have been much higher than the market itself.
Sales performance is the main reason for the increase in EBIT.
The activity of the Cork Flooring BU in Q3 was similar to the one of the same period 2009. This led to a significant drop in year-to-date sales. Although September registered strong sales, the third quarter could hardly compete with Q3 2009, which registered sales that were close to Q4 2009, the best quarter of that year. Even though, cumulative sales of manufactured products increased some 7M€ (12%).
As goods sales (wood), they continued to perform negatively (20%). This drop is namely the result of the disadvantages of a stronger USD. Also the fact that this good can be considered as a commodity, the negative moment of the European civil construction harms the sales performance of this article.
The positive sales register of Corkstyle and LVT product ranges are worthy of special mention. Positive performance was registered regarding sales to Eastern Europe and North America. On the negative side, Nordic markets, namely Denmark due to the fact that these are markets were wood is of great importance.
This BU reached a current EBIT of 1.9M€ (9M09: -4.3M€)
The Cork Composite BU continued to recover to a level of activity comparable with the one prevailing before the crisis. This recovery is particularly clear in sales to the markets (+23%). Growth was due largely to quantities (+9.0%). The effect of better exchange rates explains the remaining 10% of the sales increase.
Except for the Home & Office product range, all other cork products – including products designed for the construction industry – recorded sales growth. Industrial utilization was at full capacity during the period.
Positive evolution was registered for the North American market, namely in sealing and construction segments. The same register for the sealing segment in the German market. On the negative side the German construction segment.
EBIT reached 3.4 M€ (9M09: 1.0M€).
During 3Q10, the Insulation Cork BU maintained its sales growth of 11% recorded in the first half of the financial year. About one third of this growth is due to the price effect and about two thirds can be attributable to the quantity effect.
This growth can be mainly attributed to an increase in the sales of insulation corkboard, the product par excellence manufactured by this BU. As for markets, the sales growth in the two main markets (France and Italy) must be emphasized.
EBIT reached 1.5M€ (9M09: 1.1M€).
Net interest continued to benefit from the drop in interest bearing debt. Yet, the effects of the rising interest rates are beginning to be felt. This trend is the result, not only of the interest rate fixing evolution, but namely of the rising spreads.
The credit squeeze that afflicts Portuguese banks causes increase in the spreads when credit lines are renegotiated. Most of the times, spreads are even higher than interest rates fixings.
Cumulative Net Interest costs reached 3.0M€ (9M09: 4.9M€).
As far as non-current expenses are concerned, during the quarter under review it was decided that a goodwill impairment relating to both Amorim Benelux and Amorim Cork South Africa subsidiaries should be recorded. The recent trend of results and, particularly, the market changes that have affected the business activity of these two subsidiaries led to a write-off of that asset. The cost of this move amounted to 3.2M€.
After the register related with the application of the equity method (0.6M€), earnings before tax totalled 31.2M€ (9M09: 3.8M€).
As occurred in the first, income tax estimate is negatively impacted by the expenses related with deferred taxes. These types of assets, originated in tax losses to be carried forwarded, were considered to be hard to recover in some foreign subsidiaries. Yet, the goal to recover in the future these assets is not totally abandoned.
After the register of the income tax (12.3M€) and of non-controlling interests (1.2M€), net profit for this nine months of 2010 totalled 17.726M€ (9M09: 2.249M€)
Net profit related with Q3 activity reached 6.127M€ (Q309: 5.735M€)
As for the Balance Sheet, the most important change regards to the net interest bearing debt. This caption of the Balance Sheet continued to drop during Q3. Since the closing of 2009, its absolute value falloff reached some 27M€, from 138M€ to 111M€ at the end of September 2010.
Equity / Total Assets ratio reached 48%.
| 3Q10 | 3Q09 | Variation | 9M10 | 9M09 | Variation | ||
|---|---|---|---|---|---|---|---|
| Sales | 115,188 | 103,307 | 11.50% | 347,268 | 315,780 | 9.97% | |
| Gross Margin – Value | 52,958 | 47,681 | 11.07% | 175,385 | 146,739 | 19.52% | |
| 1) | 49.1% | 49.4% | -0.3 p.p. | 52.0% | 47.1% | + 4.9 p.p. | |
| Operating Costs - current | 38,332 | 38,579 | -0.64% | 138,554 | 134,044 | 3.36% | |
| EBITDA - current | 18,550 | 13,167 | 41% | 52,069 | 27,817 | 87% | |
| EBIT - current | 14,626 | 9,102 | 61% | 36,831 | 12,695 | 190% | |
| Non-current costs | 2) | 3,224 | 0 | N/A | 3,224 | 4,515 | -29% |
| Net profit/loss (attributable to shareholders) | 6,127 | 5,735 | 7 % |
17,726 | 2,249 | 688% | |
| Earnings per share | 0.049 | 0.044 | 10% | 0.139 | 0.017 | 719% | |
| EBITDA/Net Interest (x) | 24.73 | 14.49 | 10.24 x | 17.08 | 5.63 | 11.45 x | |
| Equity/Net Assets | - | - | - | 48.0% | 44.5% | + 3.5 p.p. | |
| Net Bank Debt | - | - | - | 111,320 | 154,714 | -28.05% |
1) Related to Production
2) Values for 2009 refers to Restructuring Costs; values for 2010 refers to write-off of goodwill.
5
| thousand euros | |||||
|---|---|---|---|---|---|
| September | December | September | |||
| 2010 | 2009 | 2009 | |||
| Assets | |||||
| Property, plant and equipment | 169,465 | 174,872 | 177,269 | ||
| Investment property | 9,580 | 9,308 | 9,319 | ||
| Goodwill | 16,386 | 18,704 | 18,613 | ||
| Investments in associates | 5,768 | 5,231 | 5,506 | ||
| Intangible assets | 486 | 685 | 753 | ||
| Other financial assets | 2,903 | 2,453 | 2,385 | ||
| Deferred tax assets | 5,993 | 8,100 | 9,753 | ||
| Other non current assets | 210,582 | 219,353 | 223,598 | ||
| Inventories | 184,998 | 174,789 | 183,473 | ||
| Trade receivables | 116,058 | 98,584 | 109,003 | ||
| Current tax assets | 20,672 | 16,570 | 15,888 | ||
| Other current assets | 6,555 | 7,693 | 10,679 | ||
| Cash and cash equivalents | 17,352 | 7,740 | 10,115 | ||
| Current assets | 345,636 | 305,376 | 329,158 | ||
| Total Assets | 556,218 | 524,730 | 552,756 | ||
| Equity | |||||
| Share capital | 133,000 | 133,000 | 133,000 | ||
| Own shares | -6,247 | -2,800 | -2,800 | ||
| Other reserves | 109,045 | 103,851 | 103,445 | ||
| Net Income | 17,726 | 5,111 | 2,249 | ||
| Minority interest | 12,025 | 10,684 | 9,960 | ||
| Equity | 265,549 | 249,845 | 245,854 | ||
| Liabilities | |||||
| Interest-bearing loans | 10,350 | 93,472 | 122,478 | ||
| Other borrowings and creditors | 871 | 2,131 | 6,296 | ||
| Provisions | 5,247 | 4,581 | 5,248 | ||
| Deferred tax liabilities | 5,135 | 5,254 | 5,257 | ||
| Non-current liabilities | 21,603 | 105,439 | 139,279 | ||
| Interest-bearing loans | 118,322 | 52,881 | 42,351 | ||
| Trade payables | 98,799 | 74,601 | 71,936 | ||
| Other borrowings and creditors | 32,496 | 32,589 | 43,470 | ||
| Tax liabilities | 19,448 | 9,375 | 9,866 | ||
| Current liabilities | 269,066 | 169,446 | 167,622 | ||
| Total Liabilities and Equity | 556,218 | 524,730 | 552,756 |
| thousand euros | ||
|---|---|---|
| September 2010 |
September 2009 |
|
| Sales | 347,268 | 315,780 |
| Costs of goods sold and materials consumed | 161,762 | 164,719 |
| Change in manufactured inventories | -10,121 | -4,322 |
| Gross Margin | 175,385 | 146,739 |
| 52.0% | 47.1% | |
| Third party supplies and services | 58,068 | 53,469 |
| Staff costs | 66,842 | 65,206 |
| Impairments of assets | 1,919 | 2,298 |
| Other gains | 8,296 | 5,857 |
| Other costs | 4,783 | 3,807 |
| Current EBITDA | 52,069 | 27,816 |
| Depreciation | 15,238 | 15,122 |
| Current EBIT | 36,831 | 12,694 |
| Non-current itens | 3,224 | 4,515 |
| Net interest | -3,048 | -4,939 |
| Share of (loss)/profit of associates | 622 | 568 |
| Profit before tax | 31,181 | 3,808 |
| Income tax | 12,276 | 973 |
| Profit after tax | 18,905 | 2,835 |
| Minority interest | 1,178 | 586 |
| Net Income attributable to the equity holders of Corticeira Amorim | 17,726 | 2,249 |
| Earnings per share - Basic e Diluted (euros per share) | 0.139 | 0.017 |
| thousand euros | ||
|---|---|---|
| 3Q10 | 3Q09 | |
| Sales | 115,188 | 103,307 |
| Costs of goods sold and materials consumed | 54,922 | 48,823 |
| Change in manufactured inventories | -7,308 | -6,803 |
| Gross Margin | 52,958 | 47,681 |
| 49.1% | 49.4% | |
| Third party supplies and services | 19,295 | 16,492 |
| Staff costs | 18,509 | 17,438 |
| Impairments of assets | -415 | 883 |
| Other gains | 4,691 | 1,989 |
| Other costs | 1,711 | 1,690 |
| Current EBITDA | 18,549 | 13,167 |
| Depreciation | 3,924 | 4,065 |
| Current EBIT | 14,626 | 9,102 |
| Non-current itens | 3,224 | 0 |
| Net interest | -750 | -909 |
| Share of (loss)/profit of associates | 206 | 9 0 |
| Profit before tax | 10,858 | 8,283 |
| Income tax | 4,299 | 2,297 |
| Profit after tax | 6,560 | 5,986 |
| Minority interest | 432 | 251 |
| Net Income attributable to the equity holders of Corticeira Amorim | 6,128 | 5,735 |
| Earnings per share - Basic e Diluted (euros per share) | 0.049 | 0.044 |
| thousand euros | ||
|---|---|---|
| September 2010 |
September 2009 |
|
| Net Income (before Min. Interest) | 18,905 | 2,835 |
| Change in derivative financial instruments fair value | 146 | -2,941 |
| Change in translation differences | -61 | -245 |
| Net Income directly registered in Equity | 8 5 |
-3,186 |
| Total Net Income registered | 18,990 | -351 |
| Attributable to: | ||
| Corticeira Amorim Shareholders | 17,812 | -937 |
| Minority Interests | 1,178 | 586 |
| thousand euros | ||
|---|---|---|
| 3Q10 | 3Q09 | |
| Net Income (before Min. Interest) | 6,560 | 5,986 |
| Change in derivative financial instruments fair value | 542 | -591 |
| Change in translation differences | 218 | -599 |
| Net Income directly registered in Equity | 760 | -1,190 |
| Total Net Income registered | 7,320 | 4,796 |
| Attributable to: | ||
| Corticeira Amorim Shareholders | 6,888 | 4,545 |
| Minority Interests | 432 | 251 |
| thousand euros | ||
|---|---|---|
| September 2010 |
September 2009 |
|
| OPERATING ACTIVITIES | ||
| Collections from customers | 367,319 | 321,683 |
| Payments to suppliers | -242,898 | -204,196 |
| Payments to employees | -63,317 | -69,420 |
| Operational cash flow | 61,104 | 48,068 |
| Payments/collections - income tax | -2,538 | -2,516 |
| Other collections/payments related with operational | 9,488 | 38,567 |
| activities CASH FLOW BEFORE EXTRAORDINARY ITEMS |
68,054 | 84,119 |
| INVESTMENT ACTIVITIES | ||
| Collections due to: | ||
| Tangible assets | 772 | 190 |
| Investment property | 0 | 22 |
| Other assets | 115 | 340 |
| Interests and similar gains | 413 | 3,733 |
| Investment subsidies | 18 | 100 |
| Payments due to: | ||
| Tangible assets | -11,063 | -12,837 |
| Financial investments | -73 | -46 |
| Intangible assets | -469 | -15 |
| Aquisiçao Outros Activos | -749 | 0 |
| CASH FLOW FROM INVESTMENTS | -10,937 | -8,512 |
| FINANCIAL ACTIVITIES | ||
| Collections due to: | ||
| Others | 403 | 129 |
| Payments due to: | ||
| Loans | -42,444 | -61,035 |
| Interests and similar expenses | -2,443 | -5,527 |
| Dividends | -410 | -437 |
| Others | -3,446 | -299 |
| CASH FLOW FROM FINANCING | -337 | -637 |
| Change in cash | -48,677 | -67,806 |
| Exchange rate effect | 8,440 | 7,801 |
| Perimeter effect | 414 | -20 |
| Cash at beginning | 1,552 | -2,488 |
| Cash at end | 10,406 | 5,291 |
| thousand euros | ||
|---|---|---|
| 3Q10 | 3Q09 | |
| OPERATING ACTIVITIES | ||
| Collections from customers | 135,328 | 108,649 |
| Payments to suppliers | -83,500 | -62,582 |
| Payments to employees | -21,414 | -21,949 |
| Operational cash flow | 30,414 | 24,119 |
| Payments/collections - income tax | -1,054 | -420 |
| Other collections/payments related with operational | -16,675 | 11,183 |
| activities CASH FLOW BEFORE EXTRAORDINARY ITEMS |
12,685 | 34,882 |
| INVESTMENT ACTIVITIES | ||
| Collections due to: | ||
| Tangible assets | 281 | 78 |
| Other assets | 36 | 89 |
| Interests and similar gains | 318 | 81 |
| Investment subsidies | 0 | 100 |
| Payments due to: | ||
| Tangible assets | -4,523 | -3,082 |
| Financial investments | -57 | -25 |
| Intangible assets | -219 | - 7 |
| CASH FLOW FROM INVESTMENTS | -4,065 | -2,765 |
| FINANCIAL ACTIVITIES | ||
| Collections due to: | ||
| Others | 134 | 51 |
| Payments due to: | ||
| Loans | -40,472 | -25,556 |
| Interests and similar expenses | -147 | -711 |
| Dividends | -10 | -260 |
| Others | -104 | -251 |
| CASH FLOW FROM FINANCING | -40,599 | -26,728 |
| Change in cash | -31,980 | 5,389 |
| Exchange rate effect | 12 | -61 |
| Cash at beginning | 42,375 | -36 |
| Cash at end | 10,406 | 5,291 |
| thousand euros | ||||||
|---|---|---|---|---|---|---|
| Balance Beginning |
Appropriation of N-1 profit |
Net Profit N |
Increases / Decreases |
Translation Differences |
End Balance |
|
| 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 | -3,659 | 297 235,799 | ||
| Net Profit for the Year | 5,111 | -5,111 | 17,726 | - | - | 17,726 |
| Minority interests | 10,684 | - | 1,178 | -41 | 574 | 12,025 |
| Total Equity | 249,844 | 0 | 18,904 | -3,700 | 871 265,549 | |
| September 30, 2009 | ||||||
| Equity: | ||||||
| Share Capital | 133,000 | - | - | - | - 133,000 | |
| Treasury Stock - Face Value | -2,589 | - | - | -499 | - | -3,088 |
| Treasury Stock - Discounts and Premiums | 88 | - | - | 199 | - | 287 |
| Paid-in Capital | 38,893 | - | - | - | - | 38,893 |
| IFRS Transition Adjustments | -8,675 | - | - | - | 45 | -8,630 |
| Hedge Accounting | 3,272 | - | - | -2,941 | - | 331 |
| Reserves | ||||||
| Legal Reserve | 7,445 | - | - | - | - | 7,445 |
| Other Reserves | 62,037 | 6,153 | - | -66 | -267 | 67,857 |
| Translation Difference | -2,493 | - | - | - | 43 | -2,450 |
| 230,978 | 6,153 | 0 | -3,307 | -179 233,645 | ||
| Net Profit for the Year | 6,153 | -6,153 | 2,249 | - | - | 2,249 |
| Minority interests | 9,593 | - | 586 | -181 | 448 | 9,960 |
| Total Equity | 246,724 | 0 | 2,835 | -3,488 | 269 245,854 |
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, 2010.
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, 2010. 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 "Minority Interests" 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 Minority Interests will be debited to the Minority Interest 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 minority 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.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
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.
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". 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.
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 | 9M10 | |
|---|---|---|---|---|
| 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, SL | 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 Benelux, BV - A&I | (b) Tholen | NETHERLAND | 100% | |
| Amorim Cork América, Inc. | California | U. S. AMERICA | 100% | |
| Amorim Cork Austrália, Pty Ltd | Vic | AUSTRALIA | 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% |
| KHB - Kork Handels Beteiligung, GMBH | Delmenhorst | GERMANY | 100% | |
| Korken Schiesser Ges.M.B.H. | Viena | AUSTRIA | 69% | |
| M. Clignet & Cie | Bezannes | FRANCE | 100% | |
| 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 | 9M10 | |
|---|---|---|---|---|
| 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% | |
| Amorim Wood Suplies, GmbH | Bremen | GERMANY | 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% |
| Inter Craft Coatings | S. Paio de Oleiros | PORTUGAL | 50% | |
| 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% | |
| Postya - Serviços de Consultadoria, Lda. | Funchal - Madeira | PORTUGAL | 100% | |
| Samorim (Joint Stock Company Samorim) | (e) Samara | RUSSIA | 50% | |
| Insulation Cork | ||||
| Amorim Isolamentos, S.A. | Vendas Novas | PORTUGAL | 80% | |
| Holding | ||||
| Corticeira Amorim, SGPS, S.A. | Mozelos | PORTUGAL | 100% | |
| Ginpar, S.A. (Générale d'Invest. et Participation) | Skhirat | MOROCCO | 100% | |
| Amorim Cork Research, Lda. | Mozelos | PORTUGAL | 100% | |
| Soc. Portuguesa de Aglom. de Cortiça, Lda | Montijo | PORTUGAL | 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.
Immaterial companies Amorim Cork Bulgaria, Moldamorim, Amorim Japan, Amorim Cork Beijing were not consolidated.
The subsidiaries Amorim & Irmãos IV, S.A., Amorim Florestal Catalunya, S.L. and Amorim Florestal Espanha, S.A. were merged in Amorim Florestal España, SL during the first quarter.
| Consolidation September 30, 2010 |
Year End | Average | |
|---|---|---|---|
| Argentine Peso | ARS | 5.39475 | 5.11635 |
| Australian Dollar | AUD | 1.40700 | 1.46555 |
| Brazilian Real | BRL | 2.32010 | 2.33806 |
| Canadian Dollar | CAD | 1.40730 | 1.36145 |
| Swiss Franc | CHF | 1.32870 | 1.40022 |
| Chilean Peso | CLP | 659.010 | 683.371 |
| Yuan Renminbi | CNY | 9.11920 | 8.95624 |
| Danish Krone | DKK | 7.45190 | 7.44476 |
| Algerian Dinar | DZD | 98.9496 | 95.3875 |
| Euro | EUR | 1 | 1 |
| Pound Sterling | GBP | 0.85995 | 0.85648 |
| Hong Kong Dollar | HDK | 10.57610 | 10.22448 |
| Forint | HUF | 275.750 | 275.382 |
| Yen | JPY | 113.680 | 117.661 |
| Moroccan Dirham | MAD | 11.2093 | 11.1224 |
| Metical | MZM | 36.000 | 33.686 |
| Norwegian Krone | NOK | 7.96800 | 7.98861 |
| Zloty | PLN | 3.98470 | 4.00430 |
| Ruble | RUB | 41.625 | 39.783 |
| Swedish Kronor | SEK | 9.1421 | 9.6484 |
| Tunisian Dinar | TND | 1.9375 | 1.8843 |
| US Dollar | USD | 1.36480 | 1.31453 |
| Rand | ZAR | 9.54380 | 9.80842 |
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 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 3Q2010 | 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 |
| 3Q2009 | Raw Materials |
Cork Stoppers |
Floor & Wall Coverings |
Composite Cork |
Insulation Cork |
Holding | Adjustments | Consolidated | |
|---|---|---|---|---|---|---|---|---|---|
| Trade Sales | 5,484 | 181,972 | 82,003 | 40,273 | 6,039 | 9 | - | 315,780 | |
| Other BU Sales | 57,010 | 2,889 | 1,650 | 7,691 | 505 | 503 | -70,248 | - | |
| Total Sales | 62,494 | 184,861 | 83,653 | 47,964 | 6,544 | 512 | -70,248 | 315,780 | |
| Current EBIT(i) | -723 | 17,424 | -4,293 | 993 | 1,130 | -1,970 | 134 | 12,695 | 21 |
| Assets | 110,097 | 242,658 | 121,719 | 70,022 | 11,879 | 6,016 | -9,635 | 552,756 | |
| Liabilities | 31,262 | 64,330 | 30,433 | 14,981 | 1,793 | 4,129 | 159,974 | 306,902 | |
| Capex | 801 | 5,276 | 4,641 | 1,665 | 398 | 2 7 |
- | 12,808 | |
| Depreciation | -2,212 | -6,343 | -3,845 | -2,238 | -438 | -46 | - | -15,122 | |
| Non-cash cost (ii) | -108 | -615 | -1,627 | -542 | -114 | 2 | - | -3,004 | |
| Gains/Losses in associated companies |
2 | 335 | 231 | - | - | - | - | 568 |
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.
Data to be included in the interim notes, materially relevant, which is not included in prior chapters:
Mozelos, November 2, 2010
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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