Quarterly Report • Nov 18, 2008
Quarterly Report
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3rd Quarter 2008 (3Q08)
CORTICEIRA AMORIM; S.G.P.S., S.A. Sociedade Aberta
Capital Social: EUR 133 000 000,00 Registo C.R.C. Sta. Maria da Feira n.º 554 NIPC: 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
E-mail: [email protected]
Shareholders of CORTICEIRA AMORIM,
According to Law and to IAS 34, as adopted by CORTICEIRA AMORIM, SGPS, S.A, a public company, presents:
During Q3, Raw-materials BU practically completed its planned cork acquisition for later manufacturing. Average price acquisition both in Portuguese and Spanish markets, remained stable. As in previous quarters, a prudent policy regarding cork sales to outside customers was followed. EBIT reached 4,6 M€, same value as 9M07.
Corkstoppers BU showed a positive Q3 in terms of volume. All of its product families, but natural and Twin Top® corkstoppers, registered a sales growth. YTD sales rose 5,2% to 205,2 M€, driven by the newly consolidated Oller. Export currencies devaluation continued to hit Corkstoppers performance. Estimated drop in sales due to the said devaluation rose to 6,4 M€, meaning a 3,3% decrease in this performance indicator. EBIT was up 2,7%, registering 16,4 M€.
Corkflooring BU sales amounted to 104 M€, maintaining the 5,8% increase registered at the end of 1H08. EBIT posted 5,9 M€ (-22%). In general, the justifications for this drop are the same as those for the semester and, in general, are associated with the increase of woodfloorings (NCFC) in total sales of the BU.
The new Composite Cork BU had a favourable Q3, turning around the results disclosed at the end of H1. This was due, mainly, to a Q3 good sales register and to the usual decrease in fixed costs due to the two plants August planned shutdown. Sales fell short of 9M07 (-5,2% vs -9,5% in 1H08) totalling 59,8 M€. Reaching 1,1 M€, EBIT is close to 9M07 pro-forma (1,3 M€). As in Corkstoppers, this BU was deeply affected by the USD devaluation.
Insulation BU registered a good Q3. Sales soared to 7,4 M€ (+13,6% vs +8,5% in H1). EBIT was up 8,1% to 1,1 M€.
CORTICEIRA AMORIM consolidated sales for the first nine months totalled 365 M€ (+3,4%). Despite the economic slowdown and the export currencies devaluation, responsible for the estimated 10,5 M€ loss in sales (3% of total sales), Q3 performance allowed for a recovery in the first half indicators (sales and results). The increase in Gross Margin was not so sound due
to the said devaluation and to the increase of non cork products (namely in Corkflooring BU) in total CORTICEIRA AMORIM sales.
Due to higher operating costs, mostly due to costs from newly consolidated companies, EBIT was 7,1% down (26,3 M€). EBITDA reached 43,2 M€ (-3,3%). Nevertheless, Q3 performance allowed for a recovery from H1 values (-9,7% for the EBIT and -4,9% for the EBITDA indicators).
Interest costs totalled 10,0 M€ (+20%). This increase was due, mainly, to an hike in interest rates, as average debt was not so different from 9M07, even taking in account the acquisitions and the effect of the newly consolidated companies.
After the register of the gain in Equity companies, earnings before tax reached 16,9 M€ (-17,7% vs -24,6% in 1H).
Income tax estimate was impacted unfavourably by a 1,6 M€ reversal of a tax benefit. This benefit was registered in prior years and it is related with capacity investments.
After estimated taxes and minority interests, 9M08 profit totalled 10,462 M€ (-29%).
Total Balance amounts to 598 M€, not very different from the end of H1. The only material variance in its lines refers to net interest bearing debt, which was reduced by some 8,5 M€ from December last year, and by 15,6 M€ from June 2008. Credit collection performance was the main explanation for this variation. Net interest bearing debt reached 223,3 M€ at the end of September 2008.
At 41,7% equity/assets ration maintaining a sound register as of that date.
Actual financial conditions and uncertainties on how they will affect "real" economy, make it hard to forecast the evolution of any Global company, as CORTICEIRA AMORIM.
Amid the pessimistic view, two positive factors for CORTICEIRA AMORIM must be highlighted: the most recent and strong USD valuation and its sound Balance sheet. And on top of these two positive factors impacting its future, we can add the actual benefits arising from the restructuring that led to the new Composite Cork BU and the benefits from R&D activity.
All of this, together with a better management, will reinforce CORTICEIRA AMORIM ability to cope with the said financial crisis. Estimates for full 2008 are in tune with disclosed figures for 9M08, meaning a moderate decrease from 2007 results.
| (Thousand euros) | |||||||
|---|---|---|---|---|---|---|---|
| 3Q08 | 3Q07 | Variation | 9M08 | 9M07 | Variation | ||
| Sales | 116.818 | 110.629 | + 5,59% | 364.942 | 352.858 | + 3,42% | |
| Gross Margin – Value | 52.658 | 51.520 | + 2,21% | 171.293 | 168.981 | + 1,37% | |
| % | 1) | 49,89 | 50,26 | -0,37 p.p. | 47,62 | 48,48 | -0,86 p.p. |
| Operating Costs | 2) | 42.313 | 40.860 | + 3,56% | 144.993 | 140.660 | + 3,08% |
| EBITDA | 14.974 | 15.029 | - 0,37% | 43.151 | 44.645 | - 3,35% | |
| EBIT | 10.345 | 10.660 | - 2,95% | 26.300 | 28.320 | - 7,13% | |
| Net Income | 3.573 | 5.590 | - 36,09% | 10.462 | 14.735 | - 29,00% | |
| Earnings per share | 3) | 0,0274 | 0,0429 | - 36,07% | 0,0802 | 0,1130 | - 28,98% |
| EBITDA/Net Interest (x) | 4,25 | 4,76 | - 0,51 X | 4,30 | 5,33 | - 1,03 X | |
| Equity /Net Assets | - | - | - | 41,68% | 41,09% | + 0,59 p.p. | |
| Net Bank Debt | - | - | - | 223.308 | 222.599 | + 0,32% |
1) Related to Production
2) Includes financial costs and revenues other than interest, and extraordinary items
3) Net Income / Average outstanding shares (euros/share)
| Thousand euros | |||
|---|---|---|---|
| September 2008 |
December 2007 |
September 2007 |
|
| Assets | |||
| Property, plant and equipment | 178.557 | 176.130 | 163.864 |
| Investment property | 9.360 | 9.709 | 9.704 |
| Goodwill | 14.728 | 13.304 | 13.249 |
| Investments in associates | 3.355 | 2.906 | 3.160 |
| Intangible assets | 540 | 632 | 156 |
| Other financial assets | 2.834 | 2.265 | 2.082 |
| Deferred tax assets | 8.447 | 9.225 | 8.812 |
| Other non current assets | 1 | 0 | 105 |
| Non-current assets | 217.821 | 214.171 | 201.130 |
| Inventories | 219.194 | 227.415 | 226.468 |
| Trade receivables | 117.260 | 114.132 | 116.222 |
| Current tax assets | 23.537 | 20.981 | 25.371 |
| Other current assets | 15.173 | 12.922 | 12.891 |
| Cash and cash equivalents | 5.269 | 6.393 | 6.307 |
| Current assets | 380.433 | 381.843 | 387.259 |
| Total Assets | 598.254 | 596.014 | 588.389 |
| Equity | |||
| Share capital | 133.000 | 133.000 | 133.000 |
| Own shares | -2.501 | -2.463 | -2.427 |
| Other reserves | 98.104 | 82.036 | 82.268 |
| Net Income | 10.462 | 23.245 | 14.735 |
| Minority interest | 10.305 | 9.573 | 7.076 |
| Equity | 249.370 | 245.390 | 234.652 |
| Liabilities | |||
| Interest-bearing loans | 121.674 | 162.994 | 164.283 |
| Other borrowings and creditors | 9.555 | 6.521 | 2.867 |
| Provisions | 4.672 | 5.202 | 5.264 |
| Deferred tax liabilities | |||
| 5.289 | 4.827 | 3.690 | |
| Non-current liabilities | 141.191 | 179.544 | 176.104 |
| Interest-bearing loans | 106.903 | 75.180 | 64.623 |
| Trade payables | 42.076 | 49.155 | 62.819 |
| Other borrowings and creditors | 43.962 | 36.344 | 36.857 |
| Tax liabilities Current liabilities |
14.751 207.693 |
10.402 171.081 |
13.334 177.633 |
| Thousands euros | ||
|---|---|---|
| 9M2008 | 9M2007 | |
| Sales | 364.942 | 352.858 |
| Costs of goods sold and materials consumed | 188.396 | 179.595 |
| Change in manufactured inventories | -5.252 | -4.283 |
| Gross Margin | 171.293 | 168.981 |
| 47,62% | 48,48% | |
| Third party supplies and services | 58.729 | 56.251 |
| Staff costs | 68.708 | 65.614 |
| Depreciation | 16.851 | 16.325 |
| Impairments of assets | 944 | 1.382 |
| Other gains (+) and cost (-) | 238 | -1.088 |
| EBIT | 26.300 | 28.320 |
| Net interest | -10.025 | -8.377 |
| Share of (loss)/profit of associates | 579 | 524 |
| Profit before tax | 16.853 | 20.468 |
| Income tax | 5.505 | 4.620 |
| Profit after tax | 11.348 | 15.847 |
| Minority interest | 885 | 1112 |
| Net Income attributable to the equity holders of Corticeira Amorim | 10.462 | 14.735 |
| Earnings per share - Basic e Diluted (euros per share) | 0,080 | 0,113 |
| Thousands euros | ||
|---|---|---|
| 3Q2007 | 3Q2006 | |
| Sales | 116.818 | 110.629 |
| Costs of goods sold and materials consumed | 52.896 | 50.985 |
| Change in manufactured inventories | -11.264 | -8.124 |
| Gross Margin | 52.658 | 51.520 |
| 49,89% | 50,26% | |
| Third party supplies and services | 18.908 | 17.450 |
| Staff costs | 18.881 | 17.947 |
| Depreciation | 4.629 | 4.369 |
| Impairments of assets | 581 | 777 |
| Other gains (+) and cost (-) | 686 | -316 |
| EBIT | 10.345 | 10.660 |
| Net interest | -3.521 | -3.157 |
| Share of (loss)/profit of associates | 135 | 112 |
| Profit before tax | 6.959 | 7.615 |
| Income tax | 3.096 | 1.689 |
| Profit after tax | 3.864 | 5.927 |
| Minority interest | 291 | 336 |
| Net Income attributable to the equity holders of Corticeira Amorim | 3.573 | 5.590 |
| Earnings per share - Basic e Diluted (euros per share) | 0,027 | 0,043 |
| Thousands euros | ||
|---|---|---|
| 9M2008 | 9M2007 | |
| OPERATING ACTIVITIES | ||
| Collections from customers | 383 994 | 342 869 |
| Payments to suppliers | - 296 315 | - 269 825 |
| Payments to employees | - 69 618 | - 66 486 |
| Operational cash flow | 18 061 | 6 558 |
| Payments/collections - income tax | - 2 289 | - 3 632 |
| Other collections/payments related with operational activities | 8 488 | 27 497 |
| CASH FLOW BEFORE EXTRAORDINARY ITEMS | 24 260 | 30 423 |
| INVESTMENT ACTIVITIES | ||
| Collections due to: | ||
| Tangible assets | 1 062 | 517 |
| Investment property | 415 | 118 |
| Interests and similar gains | 122 | 164 |
| Investment subsidies | 2 514 | 267 |
| Dividends | 100 | 81 |
| Payments due to: | ||
| Tangible assets | - 20 009 | - 16 588 |
| Financial investments | - 1 013 | - 1 529 |
| Intangible assets | - 20 | - 155 |
| CASH FLOW FROM INVESTMENTS | - 16 829 | - 17 125 |
| FINANCIAL ACTIVITIES | ||
| Collections due to: | ||
| Loans | 9 597 | 5 924 |
| Others | 269 | 118 |
| Payments due to: | ||
| Loans | 0 | 0 |
| Interests and similar expenses | - 9 661 | - 7 202 |
| Dividends | - 8 217 | - 9 045 |
| Acquisition of treasury stock | 0 | 0 |
| Others | - 465 | - 690 |
| CASH FLOW FROM FINANCING | - 8 477 | - 10 895 |
| Change in cash | - 1 046 | 2 403 |
| Exchange rate effect | - 40 | - 93 |
| Perimeter effect | 0 | 0 |
| Cash at beginning | 6 393 | 3 997 |
| Cash at end | 5 269 | 6 307 |
| Thousands euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance Beginning |
Appropriation of N-1 profit |
Dividends | Net Profit N |
Increases Decreases | Translation Differences |
Change in Consolidation Method |
End Balance |
||
| September 30, 2007 | |||||||||
| Equity: | |||||||||
| Share Capital | 133.000 | - | - | - | - | - | - | - 133.000 | |
| Treasury Stock - Face Value | -2.548 | - | - | - | - | -1 | - | - | -2.549 |
| Treasury Stock - Discounts and Premiums | 123 | - | - | - | - | -1 | - | - | 122 |
| Paid-in Capital | 38.893 | - | - | - | - | - | - | - | 38.893 |
| IFRS Transition Adjustments | -12.866 | - | - | - | 449 | - | 82 | - | -12.335 |
| Hedge Accounting | -177 | - | - | - | - | -13 | - | - | -190 |
| Reserves | |||||||||
| Legal Reserve | 7.445 | - | - | - | - | - | - | - | 7.445 |
| Other Reserves | 37.120 | 20.104 | -7.169 | - | 119 | - | - | - | 50.174 |
| Translation Difference | -982 | - | - | - | - | - | -738 | - | -1.720 |
| 200.008 | 20.104 | -7.169 | 0 | 568 | -15 | -656 | 0 212.840 | ||
| Net Profit for the Year | 20.104 | -20.104 | - 14.735 | - | - | - | - | 14.735 | |
| Minority interests | 10.648 | - | -1.980 | 1.112 | 198 | -2.811 | -90 | - | 7.077 |
| Total Equity | 230.760 | 0 | -9.149 15.847 | 766 | -2.826 | -746 | 0 234.652 | ||
| September 30, 2008 | |||||||||
| Equity: | |||||||||
| Share Capital | 133.000 | - | - | - | - | - | - | - 133.000 | |
| Treasury Stock - Face Value | -2.568 | - | - | - | - | -21 | - | - | -2.589 |
| Treasury Stock - Discounts and Premiums | 105 | - | - | - | - | -17 | - | - | 88 |
| Paid-in Capital | 38.893 | - | - | - | - | - | - | - | 38.893 |
| IFRS Transition Adjustments | -12.312 | - | - | - | 3.694 | - | -34 | - | -8.653 |
| Hedge Accounting | -219 | - | - | - | 233 | - | - | - | 14 |
| Reserves | |||||||||
| Legal Reserve | 7.445 | - | - | - | - | - | - | - | 7.445 |
| Other Reserves | 49.909 | 23.245 | -7.825 | - -3.419 | - | - | - | 61.910 | |
| Translation Difference | -1.681 | - | - | - | - | - | 175 | - | -1.506 |
| 212.572 | 23.245 | -7.825 | 0 | 508 | -38 | 141 | 0 228.603 | ||
| Net Profit for the Year | 23.245 | -23.245 | - 10.462 | - | - | - | - | 10.462 | |
| Minority interests | 9.573 | - | -367 | 885 | 463 | -250 | - | 10.305 | |
| Total Equity | 245.390 | 0 | -8.192 11.348 | 971 | -38 | -109 | 0 249.370 |
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 millions euros, and is represented by 133 millions 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 3, 2008.
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 International Accounting Standards (IFRS) as of January 1, 2008, particularly IAS 34 (interim report). 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 de-consolidation 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 a 50 |
| Plant machinery | 6 a 10 |
| Motor vehicles | 4 a 7 |
| Office equipment | 4 a 8 |
Depreciation is charged since the beginning of the financial year in which the asset is brought into use. 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 the value of 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 it refers to a subsidiary; if it refers to an associate it will be included in the amount of the cost of acquisition. 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 receivables are registered initially at cost, adjusted for any subsequent impairment losses which, when occurred, 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. Bank overdrafts are recorded within the interest bearing loans line in the current liabilities on the balance sheet.
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, generally, from defined contribution plan that is complementary to 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 pre-established 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 | 9M08 | |
|---|---|---|---|---|
| Raw Materials | ||||
| Amorim Florestal Espanha, S.A. | San Roque Cádiz | SPAIN | 100% | |
| Amorim Florestal - Indústria, Comércio e Exploração, S.A. | Vale de Cortiças - Abrantes | PORTUGAL | 100% | |
| Amorim Florestal Catalunya, SL | Cassa de la Selva Girona | SPAIN | 100% | |
| Amorim & Irmãos VII, SRL | Tempio Pausania | ITALY | 100% | |
| Amorim & Irmãos, S.A. (Matérias Primas) | (a) | Ponte Sôr / Coruche | PORTUGAL | 100% |
| Amorim Tunisie | (g) | Tabarka | TUNISIA | 100% |
| Amorim & Irmãos - IV, S.A. | Alcântara | SPAIN | 100% | |
| Cork Consulting | Tabarka | TUNISIA | 100% | |
| Cork International, SARL | Tabarka | TUNISIA | 100% | |
| Comatral - C. de Marocaine de Transf. du Liège, S.A. | Skhirat | MOROCCO | 100% | |
| Société Fabrique Liège de Tabarka, S.A. | 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% |
| Amorim Florestal España, SL | San Roque Cádiz | SPAIN | 100% | |
| Cork Stoppers | ||||
| Amorim Australasia | South Australia | AUSTRALIA | 100% | |
| Amorim Benelux, BV - A&I | (b) | Tholen | NETHERLANDS | 100% |
| Amorim Cork Deutschland GmbH & Co KG | Mainzer | GERMANY | 100% | |
| Amorim Cognac, S.A.S. | Cognac | FRANCE | 100% | |
| Amorim Cork South Africa | Cape Town | SOUTH AFRICA | 100% | |
| Amorim France, S.A.S. | Champfleury | FRANCE | 100% | |
| Amorim & Irmãos, SGPS, S.A. | Santa Maria Lamas | PORTUGAL | 100% | |
| Amorim & Irmãos, S.A. | (a) | Santa Maria Lamas | PORTUGAL | 100% |
| Aplifin - Aplicações Financeiras, S.A. | Mozelos - Sta. Maria da Feira | PORTUGAL | 100% | |
| Amorim Argentina, S.A. | Tapiales - Provincia de Buenos Aires ARGENTINA | 100% | ||
| Chapuis, S.L. | Girona | SPAIN | 100% | |
| Champcork - Rolhas de Champanhe, S.A. | Santa Maria de Lamas | PORTUGAL | 100% | |
| M. Clignet & Cie | Bezannes | FRANCE | 100% | |
| Carl Ed. Meyer Korken | Delmenhorst | GERMANY | 100% | |
| Indústria Corchera, S.A. | (f) | Santiago | CHILE | 50% |
| Amorim Cork Austrália, Pty Ltd | Vic | AUSTRALIA | 100% | |
| Equipar - Indústria de Cortiça, S.A. | Coruche | PORTUGAL | 100% | |
| Equipar, Participações Integradas, Lda. | Coruche | PORTUGAL | 100% | |
| Equipar - Rolha Natural, S.A. | Coruche | PORTUGAL | 100% | |
| Amorim Cork América, Inc. | California | UNITED STATES | 100% | |
| Francisco Oller, S.A. | Girona | SPAIN | 87% | |
| FP Cork, Inc. | California | UNITED STATES | 100% | |
| Hungarocork, Amorim, RT | Budapeste | HUNGARY | 100% | |
| Inter Champanhe - Fabricante de rolhas de Champanhe, S.A. | Montijo | PORTUGAL | 100% | |
| Amorim Cork Itália, SPA | Conegliano | ITALY | 100% | |
| KHB - Kork Handels Beteiligung, GMBH | Delmenhorst | GERMANY | 100% | |
| Korken Schiesser Ges.M.B.H. | Viena | AUSTRIA | 69% | |
| Olimpiadas Barcelona 92, S.L. | Girona | ESPANHA | 100% | |
| S.A. Oller et Cie | Girona | ESPANHA | 87% | |
| Portocork France | Bordéus | FRANCE | 100% | |
| Portocork Internacional, S.A. | Santa Maria Lamas | PORTUGAL | 100% | |
| Portocork América, Inc. | California | UNITED STATES | 100% |
| COMPANY | HEAD OFFICE | COUNTRY | 9M08 | ||
|---|---|---|---|---|---|
| Cork Stoppers | |||||
| 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% | |
| Floor & Wall Coverings | |||||
| Amorim Benelux, BV - AR | (b) | Tholen | NETHERLANDS | 100% | |
| Amorim Cork GmbH | Delmenhorts | GERMANY | 100% | ||
| Amorim Cork Distribution Netherlands BV | Tholen | NETHERLANDS | 100% | ||
| Amorim Revestimentos, S.A. | Lourosa | PORTUGAL | 100% | ||
| Amorim Wood Suplies, GmbH | Bremen | GERMANY | 100% | ||
| Corticeira Amorim - France SAS - AR | (c) | Lavardac | FRANCE | 100% | |
| Amorim Revestimientos, S.A. | Barcelona | SPAIN | 100% | ||
| Amorim Deutschland, GmbH & Co. KG - AR | (d) | Delmenhorts | GERMANY | 100% | |
| Cortex Korkvertriebs GmbH | (i) | Fürth | ALEMANHA | 100% | |
| Dom KorKowy, Sp. Zo. O. | (f) | Kraków | POLAND | 50% | |
| Inter Craft Coatings, Lda. | (g) | S. Paio de Oleiros | PORTUGAL | 50% | |
| Amorim Flooring North America Inc | Hanover - Maryland | UNITED STATES | 100% | ||
| Amorim Flooring Austria GesmbH | Viena | AUSTRIA | 100% | ||
| Amorim Flooring Nordic A/s | Greve | DENMARK | 100% | ||
| Amorim Flooring (Switzerland) AG | Zug | SWITZERLAND | 100% | ||
| Zodiac Kork und Holzprodukte GmbH | (i) | Fürth | ALEMANHA | 100% | |
| Composite Cork | |||||
| Amorim Benelux, BV - ACC | (b) | Tholen | NETHERLANDS | 100% | |
| Amorim (UK) Ltd. | Horsham West Sussex | UNITED KINGDOM | 100% | ||
| Corticeira Amorim - France SAS - ACC | (c) | Lavardac | FRANCE | 100% | |
| Amorim Cork Composites, S.A. | Mozelos - Sta. Maria da Feira | PORTUGAL | 100% | ||
| Amorim Deutschland, GmbH & Co. KG - ACC | (d) | Delmenhorts | GERMANY | 100% | |
| Chinamate Development Co. Ltd | Hong Kong | HONG KONG | 100% | ||
| Chinamate (Xi'an) Natural Products Co. Ltd | China | CHINA | 100% | ||
| Amorim Industrial Solutions - Ind. de Cortiça e Borracha I, S.A. | Corroios | PORTUGAL | 100% | ||
| Drauvil Europea, SL | San Vicente Alcantara | SPAIN | 100% | ||
| Amorim Industrial Solutions Inc. | Trevor Wisconsin | UNITED STATES | 100% | ||
| Amorim Flooring Austria GesmbH - CAI | Viena | AUSTRIA | 100% | ||
| Samorim (Joint Stock Company Samorim) | (e) | Samara | RUSSIAN FEDERATION | 50% | |
| Insulation Cork | |||||
| Amorim Isolamentos, S.A. | Mozelos - Sta. Maria da Feira | PORTUGAL | 80% | ||
| Holding | |||||
| Corticeira Amorim, SGPS, S.A. | Mozelos - Sta. Maria da Feira | PORTUGAL | 100% | ||
| Ginpar, S.A. (Générale d' Investissements et Participation) | Skhirat | MOROCCO | 100% | ||
| Amorim Cork Research, Lda. | (h) | Mozelos - Sta. Maria da Feira | PORTUGAL | 100% | |
| Sopac - Soc. Portuguesa de Aglomerados 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.
(g) – Set-up during 2008.
(h) – Company name change (ex-Labcork).
(i) – Acquired during 2008.
During 2008, the following company was fully acquired and will consolidate as of December:
| COMPANY | HEAD OFFICE | COUNTRY |
|---|---|---|
| Cork Stoppers | ||
| Llosent & Forschner Korken GmbH | (i) Oberwaltersdorf |
AUSTRIA |
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):
| Thousands euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 9M2008 | Raw Materials |
Cork Stoppers |
Floor & Wall Coverings |
Composite Cork |
Insulation Cork |
Holding | Adjustments Consolidated | |
| Trade Sales | 4.950 | 202.012 | 102.343 | 48.811 | 6.709 | 117 | 364.942 | |
| Other BU Sales | 73.066 | 3.209 | 1.653 | 10.939 | 693 | 380 | -89.940 | |
| Total Sales | 78.016 | 205.221 | 103.996 | 59.750 | 7.401 | 497 | -89.940 | 364.942 |
| EBIT | 4.593 | 16.362 | 5.913 | 1.083 | 1.127 | -2.216 | -562 | 26.300 |
| Assets | 142.830 | 268.080 | 118.326 | 84.128 | 11.511 | 6.276 | -31.296 | 599.854 |
| Liabilities | 36.372 | 52.995 | 25.939 | 18.567 | 1.973 | 8.220 | 204.818 | 348.884 |
| Capex | 620 | 5.894 | 10.012 | 2.724 | 540 | 29 | - | 19.819 |
| Year Depreciation | -2.370 | -7.113 | -4.113 | -2.797 | -412 | -45 | - | -16.851 |
| Non-cash cost | -163 | -145 | -397 | 270 | -29 | -46 | - | -510 |
| Gains/Losses in associated companies |
9 | 570 | - | - | - | - | - | 579 |
| Thousands euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 9M2007 | Raw Materials |
Cork Stoppers |
Floor & Wall Coverings |
Composite Cork |
Insulation Cork |
Holding | Adjustments Consolidated | |
| Trade Sales | 7.518 | 191.822 | 96.470 | 51.276 | 5.731 | 42 | 352.858 | |
| Other BU Sales | 72.371 | 3.300 | 1.849 | 11.728 | 784 | 422 | -90.454 | |
| Total Sales | 79.889 | 195.121 | 98.319 | 63.004 | 6.515 | 464 | -90.454 | 352.858 |
| EBIT | 4.576 | 15.926 | 7.621 | 1.301 | 1.043 | -2.549 | 403 | 28.320 |
| Assets | 160.557 | 242.483 | 104.462 | 82.026 | 9.729 | 4.716 | -15.584 | 588.389 |
| Liabilities | 46.609 | 39.197 | 22.000 | 18.508 | 1.762 | 25.518 | 200.143 | 353.737 |
| Capex | 544 | 6.764 | 5.974 | 3.540 | 645 | 78 | - | 17.545 |
| Year Depreciation | -2.519 | -6.513 | -3.580 | -3.235 | -433 | -45 | - | -16.325 |
| Non-cash cost | 7 | -1.233 | -687 | 21 | -2 - | 0 | -1.894 | |
| Gains/Losses in associated companies |
3 | 521 | - | - | - | - | - | 524 |
NOTES:
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.
Composite Cork 1H07 was recalculated in order to reflect the merger of the Agglomerate Cork and Rubbercork BUs.
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.
Capex was concentrated in Portugal. Assets in foreign subsidiaries totalize more than 200 million euros, and are mostly composed by inventories and customers balances in sales companies.
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;
During the General Shareholders Meeting of March, 28, 2008, a gross dividend of 6,0 cents of euro per share was approved; this dividend was paid as of April, 28, 2008.
Mozelos, November 3, 2008 The Board of CORTICEIRA AMORIM, S.G.P.S., S.A.
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