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Cofina SGPS

Earnings Release Nov 30, 2010

9978_10-q_2010-11-30_27665662-b345-4dc3-a7c7-24a07e43c08f.pdf

Earnings Release

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COFINA, SGPS, S.A. Public Company

Head Office: Rua do General Norton de Matos, 68, r/c – Porto Fiscal Number 502 293 225 Share Capital: 25,641,459 Euro

3 rd quarter '10 FINANCIAL INFORMATION

3 rd Quarter 2010: EBITDA increases 8,1%

The consolidated financial information of Cofina for the 3rd quarter 2010, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), can be presented as follows:

(amounts in thousand Euro) 3Q 2010 3Q 2009 Var %
3Q10/3Q09
Operating income 33.666 33.061 1,8%
Circulation 18.044 17.207 4,9%
Advertising 12.019 12.384 -2,9%
Alternative marketing products and others 3.603 3.470 3,8%
Operating income by segments 33.666 33.061 1,8%
Newspapers 25.037 24.198 3,5%
Magazines 8.629 8.863 -2,6%
Operating expenses (a) 27.701 27.543 0,6%
Consolidated EBITDA (b) 5.965 5.518 8,1%
EBITDA margin 17,7% 16,7% + 1,0 p.p.
Newspapers EBITDA 5.794 5.494 5,5%
Newspapers EBITDA margin 23,1% 22,7% + 0,4 p.p.
Magazines EBITDA 171 24 612,5%
Magazines EBITDA margin 2,0% 0,3% + 1,7 p.p.
Amortisation and depreciation (-) 966 846 14,2%
EBIT 4.999 4.672 7,0%
EBIT margin 14,8% 14,1% + 0,7 pp
Net financial income (5.273) 11.759 -
Income before taxes and minority interests -274 16.431 -
Income taxes 985 2.371 -58,5%
Minority interests 8 23 -65,2%
Net consolidated profit / loss (c) -1.267 14.037 -

(a) Operating expenses excluding amortisation

(b) EBITDA = earnings before interest, taxes, amortisation and depreciation

(c) Net profit / (loss) attributable to the parent company shareholders

Operating income for the third quarter 2010 reached 33.7 million Euro, an increase of 2% comparing with the homologous period. Advertising revenue reached 12 million Euro (-2.9%); Alternative marketing revenue amounted to 3.6 million Euro (+3.8%) and Circulation revenue overcame 18 million Euro, which led to an increase of 4.9%.

EBITDA recorded in this period amounts to about 6 million Euro, an increase of 8% comparing with the homologous period, with the EBITDA Margin at 17.7%: an increase of 100 basis points.

Consolidated net income achieved in 3 rd quarter 2010 (-1.3 million Euro) was affected by the accounting at fair value of the shareholder stake that Cofina holds in ZON Multimédia.

Therefore, investments measured at fair value, as the referred shareholder stake, are reflected at market value according to its quotation in the stock Exchange as of September 30, 2010.

The Impact of this valuation in 3rd quarter (-4.3 million Euro approximately) was fully recognized in the income statement under the caption "Gains and losses in other investments".

On September 30, 2010, nominal net debt of Cofina was about 99.1 million Euro.

3Q 2010 2Q 2010 3Q 2009 Var (%) Var (%)
(amounts in thousand Euro) 3Q10/2Q10 3Q10/3Q09
Consolidated operating income 25.037 25.952 24.198 -3,5% 3,5%
Circulation 13.201 11.907 12.508 10,9% 5,5%
Advertising 9.012 11.369 9.624 -20,7% -6,4%
Alternative marketing products and others 2.824 2.676 2.066 5,5% 36,7%
Operating expenses (a) 19.243 20.409 18.704 -5,7% 2,9%
Consolidated EBITDA (b) 5.794 5.543 5.494 4,5% 5,5%
EBITDA margin 23,1% 21,4% 22,7% +1,8 p.p. +0,4 p.p.

Newspaper Segment: EBITDA: about 5.8 million Euro and margin of 23.1%

(a) Operating expenses excluding amortisation

(b) EBITDA = earnings before interest, taxes, amortisation and depreciation

In the third quarter of 2010, consolidated income of the newspapers segment reached, approximately, 25 million Euro, an increase of about 3.5% when compared to the homologous period of 2009. Advertising income amounted to, approximately, 9 million Euro (-6.4%). Revenue related to alternative marketing products and others reached, approximately, 2.8 million Euro presenting a 37% increase.

Advertising income recorded a decrease year-on-year of 6.4% and 20.7% when compared to third quarter 2009 and second quarter 2010, respectively. This was due to the softening verified in the advertising market, closely linked to the available income, and to the perception about the evolution of the Portuguese economy. However, both alternative marketing and circulation revenue experienced an increase. These last ones reached 13.2 million euro, an increase of 5.5% (when compared to the third quarter of 2009) and 10.9% (when compared to the second quarter of 2010).

EBITDA amounted to, approximately, 5.8 million Euro, an increase of 5.5% comparing with the homologous period of 2009. EBITDA margin reached 23.1%. EBITDA achieved on third quarter 2010 on the newspaper segment was the uppermost of the last 15 quarters.

Quarterly Evolution of EBITDA on the newspaper segment since 1 st trimester of 2007

Valores em milhares de Euros

Concerning circulation, in terms of newspaper titles, and according to last available data on APCT (relative to the months from January to August 2010), "Correio da Manhã" recorded average sales exceeding 126 thousand copies, thus reinforcing its leadership, reaching a market share on the newspaper segment of generalists daily newspapers of 41.7%. In August 2010, average daily sales overcame 140 thousand copies.

Evolution of payed circulation of generalist daily newspapers (average annual circulation)

2003 2004 2005 2006 2007 2008 2009 2010*
Anual Average Circulation
CM 110.750 115.943 113.792 111.951 115.334 118.336 117.914 126.269
Diário de Notícias 47.131 39.094 35.542 36.537 36.226 40.017 36.181 30.719
Jornal de Notícias 102.527 112.150 95.231 95.441 91.812 101.234 94.233 85.182
Público 54.306 51.194 48.986 44.197 41.760 41.908 37.426 33.606
24 Horas (1) 47.575 49.738 48.819 41.417 35.786 37.311 29.574 16.077
Jornal I 12.828 10.845

Source: APCT

* January- August (1) Finished on June 2010

In terms of sports segment, during the same period, daily newspaper "Record" sold, on average, about 75.5 thousand copies per day, being the leader of its segment. "Jornal de Negócios", daily newspaper on economics segment, recorded average daily sales of 9.5 thousand copies.

Magazines Segment

Advertising revenue reached 3 million Euro, reflecting a growth of 8.9% when compared to homologous period and a decrease of 19% when compared to 2nd quarter 2010. In terms of alternative marketing products, these experienced decreases of 44.5% and 17.3%, when compared to third quarter 2009 and second quarter 2010, respectively.

In terms of circulation, the recorded trend was clearly positive, with a growth of 3.1% when compared to homologous period and with a growth of 21% when compared to second quarter 2010.

3Q 2010 2Q 2010 3Q 2009 Var (%) Var (%)
(amounts in thousand Euro) 3Q10/2Q10 3Q10/3Q10
Consolidated operating income 8.629 8.673 8.863 -0,5% -2,6%
Circulation 4.843 4.002 4.699 21,0% 3,1%
Advertising 3.007 3.729 2.760 -19,4% 8,9%
Alternative marketing products and others 779 942 1.404 -17,3% -44,5%
Operating expenses (a) 8.458 8.929 8.839 -5,3% -4,3%
Consolidated EBITDA (b) 171 -256 24 166,8% 612,5%
EBITDA margin 2,0% -3,0% 0,3% +4,9 p.p. +1,7 p.p.

(a) Operating expenses excluding amortisation

(b) EBITDA = earnings before interest, taxes, amortisation and depreciation

EBITDA of magazines segment recorded on third quarter 2010 was 171 thousand Euros.

Main indicators for the first 9 months of 2010

On an accumulated basis, during the first 9 months of 2010 operating income amounted to 100 million Euro (+3%), with EBITDA reaching 15.9 million Euro, representing an increase of 7.8% when compared to previous year.

(amounts in thousand Euro) 9M 2010 9M 2009 Var (%)
9M 10/9M 09
Operating income 100.446 97.817 2,7%
Circulation 49.609 48.038 3,3%
Advertising 39.163 37.185 5,3%
Alternative marketing products and others 11.674 12.594 -7,3%
Operating income by segments 100.446 97.817 2,7%
Newspapers 75.069 72.290 3,8%
Magazines 25.377 25.527 -0,6%
Operating expenses (a) 84.549 83.070 1,8%
Consolidated EBITDA (b) 15.897 14.747 7,8%
EBITDA margin 15,8% 15,1% + 0,8 p.p.
Newspapers EBITDA 16.125 15.088 6,9%
Newspapers EBITDA margin 21,5% 20,9% + 0,6 p.p.
Magazines EBITDA -228 -341 33,1%
Magazines EBITDA margin -0,9% -1,3% + 0,4 p.p.
Amortisation and depreciation (-) 2.888 2.532 14,1%
EBIT 13.009 12.215 6,5%
EBIT margin 13,0% 12,5% + 0,5 pp
Net financial income (22.643) 12.275 -
Income before taxes and minority interests -9.634 24.490 -
Income taxes 2.602 4.864 -46,5%
Minority interests (43) 121 -135,5%
Net consolidated profit / loss (c) -12.193 19.505 -

(a) Operating expenses excluding amortisation

(b) EBITDA = earnings before interest, taxes, amortisation and depreciation

(c) Net profit / (loss) attributable to the parent company shareholders

Porto, November 4th, 2010

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION FOR THE PERIODS ENDED 30 SEPTEMBER 2010 AND 31 DECEMBER 2009 (Translation of financial statements originally issued in Portuguese - Note 19)

(Amounts expressed in Euro)

ASSETS Notes 30.09.2010 31.12.2009
NON CURRENT ASSETS
Tangible assets 7,970,611 9,927,157
Goodwill 6 91,996,994 91,996,994
Intangible assets 650,234 527,038
Investments in associated companies 4 5,145,277 4,733,946
Investments available for sale 4 5,000 -
Deferred tax assets 3,387,112 3,723,053
Total non current assets 109,155,228 110,908,188
CURRENT ASSETS
Inventories
3,213,485 3,129,658
Customers 10,995,948 11,384,331
State and other public entities 1,113,502 522,914
Other current debtors 3,470,881 713,565
Other current assets 7,127,966 8,617,438
Investments recorded at fair value through profit and loss 8 44,058,498 65,901,718
Cash and cash equivalents 22,683,009 46,315,859
Total current assets 92,663,289 136,585,483
TOTAL ASSETS 201,818,517 247,493,671
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
Share capital 16 25,641,459 25,641,459
Share premium account 15,874,835 15,874,835
Legal reserve 5,409,144 5,409,144
Other reserves (45,049,383) (60,362,753)
Consolidated net profit/(loss) for the period attributable to the parent (12,192,856) 17,091,529
Equity attributable to equity holder of the parent (10,316,801) 3,654,214
Non-controlling interests 478,084 591,835
TOTAL EQUITY (9,838,717) 4,246,049
LIABILITIES
NON CURRENT LIABILITIES
Other loans 10 20,000,000 49,720,203
Pension liabilities 691,357 691,357
Other non current creditors 9 2,508,397 3,469,794
Provisions 1,075,567 1,076,423
Total non current liabilities 24,275,321 54,957,777
CURRENT LIABILITIES
Bank loans 10 21,410,656 2,418,284
Other loans - short term 10 124,448,218 143,299,505
Derivatives 11 1,267,256 245,439
Suppliers 10,780,792 12,804,434
State and other public entities 3,686,608 4,888,406
Other current creditors 9 8,867,453 8,464,087
Other current liabilities 16,920,930 16,169,690
Total current liabilities 187,381,913 188,289,845
TOTAL LIABILITIES 211,657,234 243,247,622
TOTAL EQUITY AND LIABILITIES 201,818,517 247,493,671

The accompanying notes form an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURE FOR THE NINE MONTHS AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2010 AND 2009 (Translation of financial statements originally issued in Portuguese - Note 19) (Amounts expressed in Euro)

3rd Quarter 3rd Quarter Notes 30.09.2010 30.09.2009 2010 2009 Sales 49,677,915 47,888,062 18,214,266 17,143,762 Services rendered 39,422,023 38,453,472 12,288,322 12,841,333 Other income 11,346,374 11,475,710 3,163,309 3,075,778 Cost of sales (13,975,344) (14,517,338) (4,776,869) (5,018,084) External supplies and services (39,477,879) (39,206,603) (12,541,363) (12,694,378) Payroll expenses (29,771,557) (28,331,882) (9,952,508) (9,434,796) Amortisation and depreciation (2,888,091) (2,531,082) (966,537) (844,598) Provisions and impairment losses (878,699) (600,188) (281,663) (274,836) Other expenses (445,928) (414,625) (148,555) (122,307) Gains and losses in derivatives 11 (278,338) - (278,338) - Gains and losses in associated companies 12 111,331 187,500 69,526 58,926 Gains and losses in other investments 12 (19,412,820) 16,508,014 (4,283,580) 12,799,350 Financial expenses 12 (4,232,699) (5,348,607) (1,271,994) (1,343,527) Financial income 12 1,169,644 927,931 491,774 244,550 Profit before income tax (9,634,068) 24,490,364 (274,210) 16,431,173 Income tax 7 (2,601,760) (4,864,498) (984,726) (2,371,439) Net consolidated profit / (loss) for the period (12,235,828) 19,625,866 (1,258,936) 14,059,734 Attributable to: Shareholders of the parent company (12,192,856) 19,504,718 (1,266,465) 14,036,315 Non-controlling interests (42,972) 121,148 7,529 23,419 Earnings per share: Basic 15 (0.12) 0.19 (0.01) 0.14 Diluted 15 (0.12) 0.15 (0.01) 0.11

The accompanying notes form an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2010 AND 2009

(Translation of financial statements originally issued in Portuguese - Note 19) (Amounts expressed in Euro)

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The accompanying notes form an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE MONTHS AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2010 AND 2009 (Translation of financial statements originally issued in Portuguese - Note 19) (Amounts expressed in Euro)

30.09.2010 30.09.2009 3rd Quarter
2010
3rd Quarter
2009
Profit / (loss) for the period (12,235,828) 19,625,866 (1,258,936) 14,059,734
Cash-flows hedges (751,036) - (74,726) -
Total comprehensive income for the period (12,986,864) 19,625,866 (1,333,662) 14,059,734
Attributable to:
Shareholders of the parent company (12,943,892) 19,504,718 (1,341,191) 14,036,315
Non-controlling interests (42,972) 121,148 7,529 23,419

The accompanying notes form an integral part of the consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2010 AND 2009

(Translation of financial statements originally issued in Portuguese - Note 19)

(Amounts expressed in Euro)

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len
(
1)+
(
2)+
(
3)
ts:
cas
equ
(
42,
625
222
)
,
2,
145
177
,
(
41,
837
301
)
,
(
4,
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sh
and
its
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ale
the
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erio
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at
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272
353
,
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665
664
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272
353
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37
665
664
,
,

The accompanying notes form an integral part of the consolidated financial statements.

NOTES TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

1. PAYMENTS/COLLECTIONS RELATING TO INVESTMENTS

During the nine months period ended 30 September 2010, the payments / collections relating to investments were as follows:

Acquisitions Transaction
amount
Amount
paid
Advances related with the acquisition of financial investments 300,000 100,000
Visapress – Gestão de Conteúdos dos Media, CRL
Mercados Globais – Publicação de Conteúdos, Lda. – acquired in
5,000 5,000
previous years 72,000 20,000
------------ ----------
377,000 125,000
======= ======

2. BREAKDOWN OF CASH AND CASH EQUIVALENTS

Cash and its equivalents as of 30 September 2010 and 2009 and as of 31 December 2009, and the reconciliation between those amounts and the amounts shown in the statement of financial position as of those dates, are as follows:

30.09.2010 31.12.2009 30.09.2009
Cash 98,265 89,555 90,581
Bank deposits repayable on demand
Bank deposits convertible within 3 months
14,484,744
8,100.000
2,281,304
43.945.000
18,319,271
24,430,000
Cash and cash equivalents shown in the statement of
financial position
22,683,009 46,315,859 42,839,852
Bank overdrafts ( 21,410,656 ) ( 2,418,284 ) ( 5,174,188 )
1,272,353 43,897,575 37,665,664

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

1. INTRODUCTION

Cofina, SGPS, S.A. ("Cofina" or "Company"), an open capital company, has its head-office located at Rua General Norton de Matos, 68, r/c in Porto and has its shares listed in the Lisbon Euronext Stock Exchange. Cofina is the parent company of a group of companies detailed in Note 4 commonly designated as Cofina Group, and its main activity is the management of investments mainly in the Media sector.

The Group owns headings of reference in the respective media segments, namely "Correio da Manhã", "Record", "Jornal de Negócios", "Destak" and Metro, as well as the magazines "Sábado", "Automotor", "TV Guia", "Flash!", "Rotas e Destinos", "Máxima" and "GQ", among others.

During the nine months period ended 30 September 2010, the Group developed its activity mainly in Portugal, having also some interests in Brazil through the investment in Destak Brasil (Note 4).

The accompanying consolidated financial statements have been prepared under the going concern assumption, although the total equity as of 30 September 2010 is negative. This is due solely to the Group's exposure to the participation in ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, S.A. ("Zon Multimedia") through the holding of 15,190,000 shares recorded at their market value (Note 8). It is the Board of Directors' belief that the price of Zon Multimédia as of that date does not reflect its fair value and the Board of Directors expects that, by the end of 2010, the consolidated equity will improve.

Cofina´s consolidated financial statements are expressed in Euro (rounded to the nearest unit). This is the currency used by the Group in its operations and as so, considered the functional currency. The operations of the foreign group companies whose functional currency is not the Euro are translated to Euro using the exchange rates in force at the balance sheet date. Profit and loss and cash flows are converted to Euro using the average exchange rate for the period. The exchange rate differences originated are recorded in equity captions.

2. BASIS OF PRESENTATION AND MAIN ACCOUNTING POLICIES

The financial statements as of 30 September 2010 were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by European Union. The financial statements as of 30 September 2010 were prepared in accordance with the International Accounting Standard 34 – Interim Financial Reporting, and include a statement of financial position, a statement of profit and loss, a statement of comprehensive income, a statement of changes in shareholders´ funds and the statement of cash flows for the period, as well as the selected explanatory notes.

The accounting policies adopted in Cofina's consolidated financial statements are consistent with those used in the preparation of the financial statements for the year ended 31 December 2009.

3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF MISTAKES

During the period there were no changes in accounting policies and no material mistakes were identified related to previous periods.

During the period, the revised versions of IFRS 3 – Business Combinations (revised 2008) and IAS 27 – Consolidated and separate financial statements (revised 2008) were adopted by the first time.

These changes will bring some modifications regarding business combinations, namely in what refers to:

a) the computation of goodwill and the measurement of non-controlling interests (previously referred to as minority interests): introduces the option, on transaction-by-transaction basis, of calculating the value of non-controlling interests at the fair value of the proportion of assets and liabilities acquired, or their share of the identifiable net assets of the acquiree. Additionally, goodwill is now calculated as the difference between the acquisition price of the participation plus the non-controlling interests and the fair value of the assets and liabilities acquired;

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

  • b) the recognition and subsequent treatment of contingent payments: under the current version of IFRS 3, the amount of future contingent payments consideration is recognized as a liability at the date of the business combinations in accordance with its fair value. Once the fair value of the contingent consideration for the acquisition date has been determined, subsequent adjustments are made against goodwill only to the extent that they reflect fair value at the acquisition date, and they occur within the 'measurement period' (a maximum of 12 months form the acquisition date). Otherwise they should be recorded against results;
  • c) the accounting treatment of acquisition-related costs: they are generally recorded as expenses in the periods in which they are incurred, thus not affecting the acquisition price;
  • d) the accounting of purchase transactions of entities already controlled by the entity and sale transactions that don't result in the loss of control: until the adoption of the revised version of IAS 27, any increase in equity interests in a subsidiary resulted in the calculation of goodwill, and any decrease loss on the percentage of control would give rise to the recognition of a gain or loss in the corresponding disposal. With the adoption of this new standard, transactions that do not give rise to gain or loss of control over an entity are treated and accounted as equity transactions, thus only affecting shareholders 'captions, without any impact in Goodwill or results;
  • e) the calculation of the result of the disposal of an equity interest in a subsidiary with a contingent loss of control and the need to remeasure the retained interests in that investment: according to the new version of the standard, as a result of the loss of control, the assets and liabilities of the disposed subsidiary should be derecognized and any interest retained on the entity should be remeasured at fair value. The value received as a result of the disposal plus the effect of remeasurement is recorded as profit or loss of the period.

4. INVESTMENTS

Consolidation perimeter

The companies included in the consolidated financial statements by the full consolidation method, their headquarters, percentage participation held and activity developed as of 30 September 2010 are as follows:

Headquarter Percentage
participatio
Designation s n held Activity
Parent company
Cofina, SGPS, S.A. Porto Holding company
Cofina B.V. ("Cofina BV") Amsterdam
(Netherlands
)
100.00% Holding company
Efe Erre Participações, SGPS, S.A. ("FR") Ovar 100.00% Holding company
Cofina Media Group
Cofina Media, SGPS, S.A. ("Cofina Media") Lisbon 100.00% Holding company
Presselivre – Imprensa Livre, S.A. ("Presselivre") Lisbon 99.37% Newspapers and magazine publication
Edisport – Sociedade de Publicações, S.A. ("Edisport") Lisbon 100.00% Newspapers publication
Edirevistas – Sociedade Editorial, S.A. ("Edirevistas") Lisbon 99.46% Magazine publication
Mediafin, SGPS, S.A. ("Mediafin") Lisbon 100.00% Holding company
Metronews – Publicações, S.A. ("Metronews") Carnaxide 59.00% Newspapers publication
Grafedisport – Impressão e Artes Gráficas, S.A.
("Grafedisport")
Web Works – Desenvolvimento de Aplicações para Internet,
S.A. ("Web Works")
Queluz
Lisbon
100.00%
51.00%
Newspapers print
Production and creation of websites to
the development of online businesses
Holdimédia SGPS, S.A. ("Holdimédia") Lisbon 59.00% Holding company
Transjornal – Edição de Publicações, S.A. ("Transjornal") Lisbon 59.00% Newspapers publication
Cofina - Eventos e Comunicação S.A. ("Cofina Eventos") Lisbon 70.00% Events organization and promotion

All the above subsidiaries were included in the consolidated financial statements in accordance with the full consolidation method.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

The associated companies, their headquarters, percentage participation held and activity developed as of 30 September 2010 are as follows:

Designation Headquarter
s
Percentage
participation held
Activity
Direct Indirect
VASP – Sociedade de Transportes e Distribuições, Lda. Lisbon 33.33
%
- Publication distribution
AdCom Media Anúncios e Publicidade, S.A.
Destak Brasil – Editora, S.A.
São Paulo,
Brasil
São Paulo,
Brasil
-
-
23.96%
23.96%
Communication and advertising
services
Newspaper publication
Destak Brasil – Empreendimentos e Participações, S.A. São Paulo,
Brazil
São Paulo,
Brazil
23.96
%
- Holding company
Mercados Globais – Publicação de Conteúdos, Lda. V. N. Gaia 50.00
%
- Management services and promotion
of a financial forum on the internet

These associated companies were included in the consolidated financial statements in accordance with the equity method.

Investments in associated companies

The acquisition cost of the associated companies and their book value as of 30 September 2010 are as follows:

Designation Acquisition
cost
Book value
VASP – Sociedade de Transportes e Distribuições, Lda. 6,234 3,205,924
AdCom Media Anúncios e Publicidade, S.A. (a) - -
Destak Brasil – Editora, S.A. (a) - -
Destak Brasil – Empreendimentos e Participações, S.A. 299,064 -
Mercados Globais – Publicação de Conteúdos, Lda. 72,000 -

(a) – Investment held by the associated company Destak Brasil – Empreendimentos e Participações, S.A..

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

As of 30 September 2010 and 31 December 2009 the caption "Investments in associated companies" can be detailed as follows:

30.09.2010 31.12.2009
Financial investments
VASP – Sociedade de Transportes e Distribuições, Lda. – equity method 3,205,924 3,094,593
Destak Brasil – Empreendimentos e Participações, S.A. 299,064 299,064
Mercados Globais - Publicação de Conteúdos, Lda. 72,000 72,000
Advances related to the acquisition of financial investments 300,000 -
3,876.988 3,465.657
Accumulated impairment losses on investments in associates (371,064) (371,064)
Loans to associated companies
Gross value 3,697,878 3,697,878
(2,058,525 (2,058,525
Accumulated impairment losses ) )
5,145,277 4,733,946

As of 30 September 2010 and as of 31 December 2009 the Group has available for sale investments corresponding to minority investments. The Group has recorded impairment losses for these investments in previous periods.

5. CHANGES IN CONSOLIDATION PERIMETER

During the nine months period ended 30 September 2010 there have been no changes in the consolidation perimeter of Cofina Group.

The facts generating changes in the consolidation perimeter of Cofina Group during the nine month period ended 30 September 2009 were as follows:

I. During the first semester of 2009 the Cofina Group, through its subsidiary Cofina Media, SGPS, S.A., acquired an investment representing 51% of the share capital of Web Works – Desenvolvimento de Aplicações para Internet, S.A. (Note 4). The Group has control over its operations as well as holds more than 50% of the share capital of this company. Therefore, this company was included in the consolidated financial statements by the full consolidation method.

Assets and liabilities as of the date of its inclusion in consolidation (1 January 2009) as well as the computation of the resulting goodwill, are as follows:

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

Web Works
Assets
Intangible assets 286
Tangible assets 58,486
Accounts receivable 198,645
Cash and cash equivalents 198,056
Other assets 17,586
Liabilities
Short term debts (173,682)
Other liabilities (9,776)
Net assets 289,601
Percentage acquired 51%
Acquired equity 147,697
Purchase price / Cost of Business Combination 1,668,157
Goodwill on the acquisition (Note 6) 1,520,460
Assets and liabilities attributable to non-controlling interests 141,904
Net cash flows arising from the change in the consolidation perimeter
Payments (1,600,657)
Cash and cash equivalents acquired 198,056
(1,402,601)

Goodwill arising from this acquisition was computed based in the acquired company's financial statements as of 31 December 2008. In the purchase price allocation process, Cofina identified no relevant differences between the fair value of assets and liabilities acquired and its carrying amount. The difference between the acquisition cost and the carrying amount of assets and liabilities acquired was recorded as goodwill (Note 6).

Net profit and total income attributable to this subsidiary from the date of the first application of the full consolidation method and included in the Group's consolidated financial statements of the nine months periods ended as of 30 September 2010 and 2009 amount to, approximately, 266,000 Euro and 422,000 Euro, respectively.

II. As of 13 January 2009, the Group sold the investment held in the company "O Sol é Essencial, S.A.", owner of the weekly newspaper "Sol", by the amount of 1,583,390 Euro. This operation had no impact in the consolidated statements of profit and loss for the period ended as of 30 September 2009 due to the fact that the investment was recorded in accordance with its estimated net realizable value.

6. GOODWILL

During the nine months periods ended as of 30 September 2010 and 2009, the movement in the caption "Goodwill" was as follows:

30.09.2010 30.09.2009
Opening Balance as of 1 January 91,996,994 89,053,723
Increases (Note 5) - 1,520,460
Closing Balance 91,996,994 90,574,183

The movement occurred in this caption during the nine months period ended as of 30 September 2009 refers to the acquisition of the subsidiary "Web Works – Desenvolvimento de Aplicações para Internet, S.A." (Note 5).

7. CURRENT AND DEFERRED INCOME TAXES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

Income taxes recognized in the statement of profit and loss as of 30 September 2010 and 2009 can be detailed as follows:

30.09.2010 30.09.2009
Current taxes
Income tax estimate for the period 787,067 1,160,023
Excess of prior years income tax (105,622) (98,491)
Insufficiency of prior periods income tax 109,879 66,096
Additional tax assessment 1,219,552 -
Deferred taxes 590,884 3,736,870
2,601,760 4,864,498

The caption "Additional tax assessment" refers to a correction to the computed taxable income of the year ended as of 31 December 2006.

As confirmed by our lawyers, there are no material assets or liabilities associated with probable or possible tax contingencies that should be subject to disclosure in the accompanying notes to the consolidated financial statements as of 30 September 2010.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

8. INVESTMENTS MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS

The amounts included in the caption "Investments measured at fair value through profit and loss" relate to shares traded in stock markets and are recorded at their market value as of the balance sheet date (Note 12).

As of 30 September 2010, the corresponding book value can be detailed as follows:

Number of shares Share price Market value
Zon Multimédia
Other listed shares
15,190,000 2.90 44,051,000
7,498
--------------
44,058,498
=========

9. FINANCIAL LEASE CONTRACTS

As of 30 September 2010 and 31 December 2009, the amounts payable to fixed asset suppliers related to financial lease contracts were classified in the captions "Other non-current creditors" and "Other current creditors" and had the following planned reimbursement plan:

30.09.2010 31.12.2009
Year n+1 1,008,545 1,360,573
Year n+2 992,313 1,014,012
Year n+3 365,854 692,577
Year n+4 9,681 363,93
Year n+5 and subsequent 32,004 38,702
2,408,397 3,469,794
Short term 1,643,650 2,345,411
4,052,047 5,815,205

10. BANK LOANS AND OTHER LOANS

The current liabilities caption "Bank loans" refers to bank overdrafts in the short term which bear interests at market rates.

As of 30 September 2010 and 31 December 2009, the caption "Other loans" was made up as follows:

30.09.2010
Book value Nominal value
Current Non current Current Non current
Bond loans 49,580,762 - 50,000,000 -
Commercial paper 74,867,456 20,000,000 75,000,000 20,000,000
124,448,218 20,000,000 125,000,000 20,000,000
31.12.2009
Book value Nominal value
Current Non current Current Non current
Bond loans 93,299,505 - 94,000,000 -
Commercial paper 50,000,000 49,720,203 50,000,000 50,000,000
143,299,505 49,720,203 144,000,000 50,000,000

The non-current liabilities caption "Commercial paper" relates to commercial paper programs with guaranteed subscription by the banks until 2012.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

The current liabilities caption "Commercial Paper" relates to commercial paper programs with repayment in the short term which bear interests at market rates.

In addition to the amounts included in the balance sheet as of 31 December 2009, Cofina, SGPS, S.A. had issued a commercial paper program amounting to 50,000,000 Euro which is presented in the statement of financial position net of a bank deposit in the same amount, since these financial instruments fulfill the requirements for their compensation.

11. DERIVATIVE FINANCIAL INSTRUMENTS

As of 30 September 2010, this caption corresponds to interest rate swaps related with the Group's financing loans. Once these derivatives fulfill the requirements of IAS 39 – Financial Instruments: Recognition and Measurement in order to be classified as hedging instruments, their respective fair value was recorded under the shareholder's funds' caption "Other reserves", net of deferred taxes.

These financial instruments are recorded in accordance with their fair value at balance sheet date, based in computations made by the financial institutions. The movement in these derivative instruments for the nine months periods ended 30 September 2010 and 2009 can be presented as follows:

30.09.2010 30.09.2009
Opening Balance 245,439 -
Increases (decreases) 1,021,817 -
Closing Balance 1,267,256 -

During the nine months period ended as of 30 September 2010, the amount of 278.338 Euro was recorded in the caption "Gains and losses in derivatives", relating to incurred interests since last valuation.

12. FINANCIAL RESULTS

The financial income and expenses for the nine months periods ended 30 September 2010 and 2009 are made up as follows:

30.09.2010 30.09.2009
Financial expenses
Interests 3,653,596 4,905,927
Comissions 507,600 254,793
Other financial expenses 71,503 187,887
4,232,699 5,348,607
Financial income
Interests received 877,098 927,931
Other financial income 292,546 -
1,169,644 927,931

The caption "Gains and losses in associated companies" for the nine months periods and quarters ended 30 September 2010 and 2009 mainly refers to the Group's appropriation of its share of the results in associated companies.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

The caption "Gains and losses in other investments" as of 30 September 2010 and 2009 can be detailed as follows:

30.09.2010 30.09.2009
Gains in investments recorded at fair value through profit and loss (Introduction and Note 8) (21,843,220) 14,069,581
Dividends 2,430,400 2,438,433
(19,412,820) 16,508,014

The caption "Investments recorded at fair value through profit and loss" mainly refers to the adjustment to fair value of Zon Multimédia – Serviços de Telecomunicações e Multimédia, S.G.P.S., S.A. in accordance with the shares' market value.

13. RELATED PARTIES

The main balances with related parties as of 30 September 2010 and 2009 and the main transactions with those entities during the periods then ended may be detailed as follows:

30.09.2010
Transactions Sales and services
rendered
Other income Purchase of goods
and services
Associated companies 45,673,007 11,013,199 70,227
Balances Accounts receivable Accounts payable Accrued income
Associated companies 117,830 139,691 6,212,958
30.09.2009
Transactions Sales and services
rendered
Other income Purchase of goods
and services
Associated companies 44,121,624 11,253,870 354,167
Balances Accounts receivable Accounts payable Accrued income
Associated companies 113,773 79,326 6,016,456

Sales and services rendered to associated companies and other income during the nine months periods ended as of 30 September 2010 and 2009 mainly relate to sales of newspapers and magazines and alternative marketing products to VASP (Note 4), which handles the corresponding distribution to the sales points. These transactions are carried out under the normal activity of the Group.

Related parties

Apart from companies included in the consolidation (Note 4), the entities considered to be related companies as of 30 September 2010, can be presented as follows:

  • Altri, SGPS, S.A.
  • Alteria, SGPS, S.A.
  • Altri Florestal, S.A.
  • Altri Energias Renováveis, SGPS, S.A.
  • Altri, Participaciones Y Trading, S.L.
  • Altri Sales, S.A.
  • BPS Equipements, S.A.
  • Caderno Azul, SGPS, S.A.
  • Caima Energia Empresa de Gestão e Exploração de Energia, S.A.
  • Caima Indústria de Celulose, S.A.
  • Caminho Aberto, SGPS, S.A.
  • Captaraíz Unipessoal, Lda.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

  • Celbi Celulose da Beira Industrial, S.A.
  • Celbinave Tráfego e Estiva SGPS, Unipessoal, Lda.
  • Celtejo Empresa de Celulose do Tejo, S.A.
  • Celulose do Caima, SGPS, S.A.
  • Cofihold, SGPS, S.A.
  • CPK Companhia Produtora de Papel Kraftsack, S.A.
  • CPK II Comércio e Indústria, S.A.
  • Elege Valor, SGPS, S.A.
  • F. Ramada Aços e Indústrias, S.A.
  • F. Ramada Investimentos, SGPS, S.A.
  • F. Ramada Produção e Comercialização de Estruturas Metálicas de Armazenagem, S.A.
  • F. Ramada II, Imobiliária, S.A.
  • F. Ramada, Serviços de Gestão, Lda.
  • Inflora Sociedade de Investimentos Florestais, S.A.
  • Invescaima Investimentos e Participações, SGPS, S.A.
  • Livre Fluxo, SGPS, S.A.
  • Malva Gestão Imobiliária, S.A.
  • Pedro Frutícola, Sociedade Frutícola, Lda.
  • Prestimo Prestígio Imobiliário, S.A.
  • Ródão Power, S.A. Energia e Biomassa do Ródão, S.A.
  • Socasca Recolha e Comércio de Recicláveis, S.A.
  • Sociedade Imobiliária Porto Seguro Investimentos Imobiliários, S.A.
  • Storax Benelux
  • Storax Racking Systems, Ltd.
  • Torres da Luz Investimentos imobiliários, S.A.
  • Universal Afir Aços, Máquinas e Ferramentas, S.A.
  • Valor Autêntico, SGPS, S.A.
  • Viveiros do Furadouro Unipessoal, Lda.

Board of Directors

Cofina, SGPS, S.A. Board of Directors was made up as follows as of 30 September 2010:

Paulo Jorge dos Santos Fernandes João Manuel Matos Borges de Oliveira Pedro Macedo Pinto de Mendonça Domingos José Vieira de Matos Ana Rebelo Mendonça Fernandes Pedro Miguel Matos Borges de Oliveira

14. RESPONSIBILTIES FOR GUARANTEES PROVIDED

As of 30 September 2010, Cofina Group had provided guarantees as follows:

  • a) Pledge over 88,883,450 shares of Cofina Media, SGPS, S.A. as a guarantee for authorized overdraft, to a maximum of 8,000,000 Euro, granted by Banco BPI, S.A., which, as of 30 September 2010, was not in use;
  • b) Promise of pledge with irrevocable powers of attorney over 88,883,450 shares of Cofina Media, SGPS, S.A. as a guarantee for a commercial paper program structured by Banco BPI, S.A., amounting to 25,000,000 Euro as of 30 September 2010 (Note 10);
  • c) Promise of pledge with irrevocable powers of attorney over 15,190,000 shares of ZON MULTIMÉDIA Serviços de Telecomunicações e Multimédia, S.G.P.S, S.A as a guarantee for a commercial paper programs structured by Caixa Banco de Investimento, S.A. and Caixa Geral de Depósitos, S.A., amounting to 50,000,000 Euro as of 30 September 2010 (Note 10).

As of 30 September 2010 Cofina Media Group companies had assumed responsibilities for guarantees granted amounting to, approximately, 1,700,000 Euro, mainly related with advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 26,000,000 Euro.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

15. EARNINGS PER SHARE

Earnings per share for the nine months periods ended as of 30 September 2010 and 2009 were determined taking into consideration the following amounts:

30.09.2010 30.09.2009
Net profit / (loss) considered for the computation of basic and
diluted earning
(12,192,856) 19,504,718
Weighted average number of shares used to compute the basic
earnings per share
102,565,836 102,565,836
Warrants dilution effect (a) - 24,509,800
Weighted average number of shares used to compute the
diluted earnings per share
102,565,836 127,075,636
Earnings per share:
Basic
Diluted
(0.12)
(0.12)
0.19
0.15

(a) – The "Warrants dilution effect" refers to the option granted to the bondholders associated to the bond loan issued by the Group in the amount of 50,000,000 Euro, and that ended in 2010, that entitled them the right to convert the bonds in 4,901.96 common shares, for each bond held in the amount of 5,000 Euro.

16. SHARE CAPITAL

As of 30 September 2010, the Company's fully subscribed and paid up capital consisted of 102,565,836 shares with a nominal value of 25 cents of a Euro each. As of that date, Cofina and the Group companies did not hold own shares.

17. SEGMENT INFORMATION

The segments considered by the Group are based on the financial information internally reported to the Board of Directors and that supports their evaluation of the businesses' performance and their business decisions. The segments identified by the Group are, therefore, consistent with the manner in which the Board of Directors analyses operations.

Since the Group operates mainly in the domestic market, geographic segments are not presented.

The information for the nine months periods ended as of 30 September 2010 and 2009 is detailed as follows:

30.09.2010 Newspapers Magazines Eliminations and
consolidation
adjustments
Total
Net operating income 75,069,112 25,377,200 - 100,446,312
Operating cash-flow - EBITDA (a) 16,125,014 (228,109) - 15,896,905
Earning before interest and taxes 14,679,074 (1,670,260) - 13,008,814
Eliminations and
consolidation
30.09.2009 Newspapers Magazines adjustments Total
Net operating income 72,290,172 25,527,072 - 97,817,244
Operating cash-flow - EBITDA (a) 15,087,791 (341,183) - 14,746,608
Earning before interest and taxes 12,839,911 (624,385) - 12,215,526

(a) - Earnings before interest, taxes, depreciation and amortisation

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 19)

(Amounts expressed in Euro)

18. FINANCIAL STATEMENTS APPROVAL

The interim financial statements as of 30 September 2010 were approved by the Board of Directors and authorized for issuance in 3 November 2010.

19. EXPLANATION ADDED FOR TRANSLATION

These consolidated financial statements are a translation of financial statements originally issued in Portuguese, in accordance with International Financial Reporting Standards (IFRS/IAS) and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, some of which may not conform or be required to be generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.

STANDALONE FINANCIAL STATEMENTS

STATEMENTS OF FINANCIAL POSITION

AS OF 30 SEPTEMBER 2010 AND 31 DECEMBER 2009

(Translation of financial statements originally issued in Portuguese - Note 13)

(Amounts expressed in Euro)

ASSETS Notes 30.09.2010 31.12.2009
NON CURRENT ASSETS
Tangible assets 48,116 10,647
Investments 4 222,000,260 222,000,260
Deferred tax assets 336,599 65,818
Total non current assets 222,384,975 222,076,725
CURRENT ASSETS
State and other public entities 694,395 256,712
Other current debtors 4 1,606,931 2,303,390
Other current assets 7,708 218,968
Investments recorded at fair value through profit and loss 5 44,058,498 65,901,718
Cash and cash equivalents 6 8,181,122 26,186,339
Total current assets 54,548,654 94,867,127
TOTAL ASSETS 276,933,629 316,943,852
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
Share capital 7 25,641,459 25,641,459
Share premium account 15,874,835 15,874,835
Legal reserve 5,409,144 5,409,144
Other reserves 25,686,087 26,550,224
Net profit/(loss) for the period (13,274,172) 912,558
TOTAL EQUITY 59,337,353 74,388,220
LIABILITIES
NON CURRENT LIABILITIES
Other loans 8 20,000,000 49,720,203
Total non current liabilities 20,000,000 49,720,203
CURRENT LIABILITIES
Bank loans 6 4,671,770 23,092
Other loans - short term 8 124,448,218 149,518,014
Derivatives 9 1,267,256 245,439
Suppliers 3,999 1,821
State and other public entities 1,140,769 1,700,530
Other current creditors 4 65,696,852 39,946,191
Other current liabilities 367,412 1,400,342
Total current liabilities 197,596,276 192,835,429
TOTAL LIABILITIES 217,596,276 242,555,632
TOTAL EQUITY AND LIABILITIES 276,933,629 316,943,852

The accompanying notes form an integral part of the financial statements.

STATEMENTS OF PROFIT AND LOSS BY NATURE FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2010 AND 2009 (Translation of financial statements originally issued in Portuguese - Note 13) (Amounts expressed in Euro)

Notes 30.09.2010 30.09.2009
Other income 2,089 10
External supplies and services (231,502) (269,932)
Payroll expenses (231,955) (193,026)
Amortisation and depreciation (14,273) (12,720)
Other expenses (42,493) (69,285)
Gains and losses in derivatives 9 (278,338) -
Gains and losses in other investments 10 (19,412,820) 16,508,014
Gains and losses in associated companies 10 7,858,771 -
Financial expenses 10 (4,618,059) (6,167,118)
Financial income 10 487,519 723,866
Profit before income tax (16,481,061) 10,519,809
Income tax 3,206,889 (5,891)
Net consolidated profit / (loss) for the period (13,274,172) 10,513,918
Earnings per share:
Basic 11 (0.13) 0.10
Diluted 11 (0.13) 0.08

The accompanying notes form an integral part of the consolidated financial statements.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2010 AND 2009 (Translation of financial statements originally issued in Portuguese - Note 13) (Amounts expressed in Euro)

30.09.2010 30.09.2009
Profit / (loss) for the period (13,274,172) 10,513,918
Cash-flows hedges (751,036) -
Total comprehensive income for the period (14,025,208) 10,513,918

The accompanying notes form an integral part of the consolidated financial statements.

STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2010 AND 2009

(Translation of financial statements originally issued in Portuguese - Note 13) (Amounts expressed in Euro)

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The accompanying notes form an integral part of the consolidated financial statements.

CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2010 AND 2009

(Translation of financial statements originally issued in Portuguese - Note 13)

(Amounts expressed in Euro)

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The accompanying notes form an integral part of the consolidated financial statements.

NOTES TO THE FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 13)

(Amounts expressed in Euro)

1. INTRODUCTORY NOTE

Cofina, SGPS, S.A. ("Cofina" or "Company"), an open capital company, has its head-office located at Rua General Norton de Matos, 68, r/c in Porto and has its shares listed in the Lisbon Euronext Stock Exchange.

As of 30 September 2010, Cofina develops its activity essentially as a holding company of a Group of entities ("Cofina Group" or "Group") in the media area, acting in that sector mainly through its subsidiary Cofina Media, SGPS, S.A, a fully owned subsidiary of Cofina.

The Group owns headings of reference in the respective segments, namely "Correio da Manhã", "Record", "Jornal de Negócios", "Destak" and Metro, as well as the magazines "Sábado", "Automotor", "TV Guia", "Flash!", "Rotas e Destinos", "Máxima" and "GQ", among others.

The financial statements of Cofina are presented in Euro rounded off to the unit, which is the currency used by the Group in its operations and considered as the functional currency.

2. BASIS OF PRESENTATION AND MAIN ACCOUNTING POLICIES

The financial statements as of 30 September 2010 were prepared using accounting policies consistent with the International Financial Reporting Standards ("IFRS") and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, and includes the statement of financial position, the statement of profit and loss by nature, the statement of comprehensive income, the statement of changes in Equity and the statement of cash flows, as well as the selected explanatory notes.

3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF MISTAKES

Due to the dispositions contained in the 3rd paragraph of article 4 of Decree Law number 158/2009, of 13 July, Cofina decided to present its individual financial statements in accordance with the International Financial Reporting Standards, as from 1 January 2010.

The equity reconciliation at the transition date, 1 January 2009, and 31 December 2009 in accordance with the Portuguese Official Chart of Accounts ("POC") and in accordance with International Financial Reporting Standards is as follows:

1 January 2009 31 December 2009
Equity in accordance with POC 73,595,989 74,569,911
Accounting of investments recorded at fair value through profit and loss 62,400 -
Intangible assets write-off (2,329) (1,293)
Accounting of derivative financial instruments - (180,398)
Equity in accordance with IFRS 73,656,060 74,388,220

The 2009 reconciliation of net income prepared in accordance with POC and in accordance with IFRS is as follow:

31 December 2009
Net income in accordance with POC 973,922
Accounting of investments recorded at fair value through profit and loss (62,400)
Intangible assets write-off 1,036
Net income in accordance with IFRS 912,558

During the period ended as of 30 September 2010 no material mistakes related to previous periods were subject to corrections.

NOTES TO THE FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 13)

(Amounts expressed in Euro)

4. INVESTMENTS

As of 30 September 2010 and 31 December 2009 this caption can be detailed as follows:

30-09-2010 Acquisition cost Adjustments and
impairments
Net book value
Cofina Media, SGPS, S.A.
EFE ERRE Participações, SGPS, S.A.
Cofina B.V.
222,000,260
-
43,550,000
43,550,000
3,525,500
3,525,500
269,075,760
47,075,500
222,000,260
-
-
222,000,260
31-12-2009 Acquisition cost Adjustments and
impairments
Net book value
Cofina Media, SGPS, S.A.
EFE ERRE Participações, SGPS, S.A.
Cofina B.V.
222,000,260
43,550,000
3,525,500
269,075,760
-
43,550,000
3,525,500
47,075,500
222,000,260
-
-
222,000,260

Additionally, Cofina has prepared consolidated financial statements in accordance with the recognition and measurement principles of the International Financial Reporting Standards, as adopted by the European Union and in accordance with the International Accounting Standard 34 – Interim Financial Reporting. A summary of the key financial data is presented below:

30-09-2010 31-12-2009
Total consolidated net assets 201,818,517 247,493,671
Total consolidated equity (a) (9,838,717) 4,246,049
Net consolidated income / (loss) (12,235,828) 17,270,456

(a) including non-controlling interests

As of 30 September 2010 the detail of the balances with Group and related companies is as follows:

Other current
Entities Other current debtors creditors Net balance
Efe Erre Participações, SGPS, S.A. 288,050 (11,872,224) (11,584,174)
Presselivre – Imprensa Livre, S.A. 840,282 (48,284,484) (47,444,202)
Edisport – Sociedade de Publicações, S.A. 316,076 (5,021,139) (4,705,064)
Edirevistas – Sociedade Editorial, S.A. - (341,817) (341,817)
Mediafin, SGPS, S.A. 35,468 - 35,468
Cofina Media, SGPS, S.A. - (99,186) (99,186)
Grafedisport – Impressão e Artes Gráficas, S.A. 123,864 - 123,864
1,603,741 (65,618,850) (64,015,109)

The above shown balances refer to the recording of the "Regime Especial de Tributação de Grupos de Sociedades" ("RETGS"), except about the liabilities shown regarding Presselivre and Edisport, that include the amounts of 47,500,000 Euros and 5,000,000 Euros, respectively, relating to loans obtained to cover the lack of cash, which pay interests at market rates and will be reimbursed in the short term.

5. INVESTMENTS MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS

The amounts included in the caption "Investments measured at fair value through profit and loss" relate to shares traded in stock markets and are recorded at their market value as of the balance sheet date.

As of 30 September 2010, the book value can be detailed as follows:

Number of shares Share price Market value
Zon Multimédia
Other shares
15,190,000 2.90 44,051,000
7,498
--------------
44,058,498
=========

NOTES TO THE FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 13)

(Amounts expressed in Euro)

6. CASH AND CASH EQUIVALENTS

Cash and its equivalents as of 30 September 2010 and as of 31 December 2009, and the reconciliation between those amounts and the amounts shown in the statement of financial position as of those dates, are as follows:

30.09.2010 31.12.2009
Cash
Bank deposits repayable on demand
1,769
279,353
4,098
207,241
Bank deposits convertible within 3 months
Cash and cash equivalents shown in the statement of financial position
7,900,000
8,181,122
25,975,000
26,186,339
Bank overdrafts ( 4,671,770 ) ( 23,092 )
3,509,352 26,163,247

7. SHARE CAPITAL

As of 30 September 2010, the Company's fully subscribed and paid up capital consisted of 102,565,836 shares with a nominal value of 25 cents of a Euro each.

As of 30 September 2010, there were no entities holding more than 20% of the subscribed share capital.

8. BANK LOANS AND OTHER LOANS

The current liabilities caption "Bank loans" refers to bank overdrafts in the short term which bear interests at market rates.

As of 30 September 2010, the caption "Other loans" was made up as follows:

30.09.2010
Book value Nominal value
Current Non current Current Non current
Bond loans 49,580,762 - 50,000,000 -
Commercial paper 74,867,456 20,000,000 75,000,000 20,000,000
124,448,218 20,000,000 125,000,000 20,000,000

The non-current liabilities caption "Commercial paper" relates to commercial paper programs with guaranteed subscription by the banks until 2012.

The current liabilities caption "Commercial Paper" relates to commercial paper programs with repayment in the short term which bear interest at market rates.

9. DERIVATIVE FINANCIAL INSTRUMENTS

As of 30 September 2010, this caption includes interest rate swaps related with the Company's financing loans. Once these derivatives fulfill the requirements of IAS 39 – Financial Instruments: Recognition and Measurement in order to be classified as hedging instruments, their fair value has been recorded under the shareholder's funds' caption "Other reserves", net of deferred taxes.

These financial instruments are recorded in accordance with their respective fair value at balance sheet date, based in computations made by financial institutions. The movement in these derivatives for the nine months periods ended as of 30 September 2010 and 2009 can be presented as follows:

NOTES TO THE FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 13)

(Amounts expressed in Euro)

30.09.2010 30.09.2009
Opening Balance 245,439 -
Increases (decreases) 1,021,817 -
Closing Balance 1,267,256 -

During the nine months period ended as of 30 September 2010, 278,338 Euro were recorded in the caption "Gains and losses in derivatives", relating to incurred interests since last valuation.

10. FINANCIAL INCOME

The financial income and expenses for the nine months periods ended as of 30 September 2010 and 2009 are made up as follows:

30-09-2010 30-09-2009
Financial expenses
Interests 4,045,953 5,778,694
Other financial expenses 572,106 388,424
4,618,059 6,167,118
Financial income
Interests 487,519 723,698
Other financial income - 168
487,519 723,866

As of 30 September 2009, the caption "Gains and losses in associated companies" refers to dividends received from the subsidiary Cofina Media, SGPS, S.A..

The caption "Gains and losses in other investments" as of 30 September 2010 and 2009 can be detailed as follows:

30.09.2010 30.09.2009
Gains / (losses) in investments recorded at fair value through profit and loss (21,843,220) 14,069,581
Dividends 2,430,400 2,438,433
(19,412,820) 16,508,014

The caption "Gains / (losses) in investments recorded at fair value through profit and loss" refers mainly to the adjustment to fair value of Zon Multimédia shares in accordance with their market value.

NOTES TO THE FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2010

(Translation of notes originally issued in Portuguese – Note 13)

(Amounts expressed in Euro)

11. EARNINGS PER SHARE

Earnings per share for the nine months periods ended as of 30 September 2010 and 2009 were determined taking into consideration the following amounts:

30.09.2010 30.09.2009
Net profit / (loss) considered for the computation of basic and
diluted earning
(13,274,172) 10,513,918
Weighted average number of shares used to compute the basic
earnings per share
102,565,836 102,565,836
Warrants dilution effect (a) - 24,509,800
Weighted average number of shares used to compute the
diluted earnings per share
102,565,836 127,075,636
Earnings per share:
Basic
Diluted
(0.13)
(0.13)
0.10
0.08

(a) The "warrants dilution effect" refers to the options granted to bondholders associated to the bond loan issued by Cofina in the amount of 50,000,000 Euros and that ended in 2010, which entitled them the right to convert the bonds in 4,901.96 common shares for each bond held in the amount of 5,000 Euros.

12. FINANCIAL STATEMENTS APPROVAL

The financial statements were approved by the Board of Directors and authorized for issuance on 3 November 2010.

13. EXPLANATION ADDED FOR TRANSLATION

These financial statements are a translation of financial statements originally issued in Portuguese, prepared using accounting policies consistent with the International Financial Reporting Standards and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.

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