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Cofina SGPS

Earnings Release Nov 16, 2011

9978_10-q_2011-11-16_47d12e02-500a-4920-8c34-0e1d22b89006.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 '11 FINANCIAL INFORMATION (Non audited)

Net consolidated profit reaches 5.4 million Euro

The consolidated financial information of Cofina for the 3rd quarter 2011, prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards (IFRS), can be presented as follows:

(amounts in thousand Euro) 9M 2011 9M 2010 Var (%)
9M11/9M10
Operating income 94,357 100,446 -6.1%
Circulation 49,635 49,609 0.1%
Advertising 36,082 39,163 -7.9%
Alternative marketing products and others 8,640 11,674 -26.0%
Operating income by segments 94,357 100,446 -6.1%
Newspapers 71,651 75,069 -4.6%
Magazines 22,706 25,377 -10.5%
Operating expenses (a) 79,987 84,549 -5.4%
Consolidated EBITDA (b) 14,370 15,897 -9.6%
EBITDA margin 15.2% 15.8% - 0.6 p.p.
Newspapers EBITDA 15,097 16,125 -6.4%
Newspapers EBITDA margin 21.1% 21.5% - 0.4 p.p.
Magazines EBITDA -727 -228 -
Magazines EBITDA margin -3.2% -0.9% - 2.3 p.p.
Amortisation and depreciation (-) 2,806 2,888 -2.8%
EBIT 11,564 13,009 -11.1%
EBIT margin 12.3% 13.0% - 0.7 pp
Net financial income (2,190) (22,643) -
Income before taxes and minority interests 9,374 -9,634 -
Income taxes 3,998 2,602 53.7%
Minority interests (6) (43) -87.2%
Net consolidated profit / loss (c) 5,381 -12,193 -

(a) Operating expenses excluding amortisation

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

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

The first nine months of 2011 were influenced by a recessive macroeconomic context that was strongly felt in a private consumption contraction; this trend has been deteriorating throughout the year. Therefore, the advertising investment recorded significant decreases, with the advertisers postponing and reducing their investment decisions.

Total operating income reached 94.4 million Euro, which corresponded to a decrease of 6% when comparing with the prior year homologous period. This decrease was motivated by the reduction in advertising income (-7.9%) and in alternative marketing products (-26%).

Circulation income recorded a slight increase of 0.1% in relation to the first nine months of 2010, reaching over 49.6 million Euro.

EBITDA recorded in this period amounted to approximately 14.4 million Euro, which corresponds to a decrease of 9.6% year on year. EBITDA margin reached 15.2%.

Consolidated net income recorded in the nine months period ended as of 30 September 2011 amounted to 5.4 million Euro, comparing to -12.2 million Euro in the previous year.

The consolidated net income of the third quarter of 2011 includes -0.8 million Euro related to the loss recorded with the disposal, in July 2011, of the remaining shares in ZON Multimédia (1.3%).

The total impact of the stake in ZON Multimedia in the profit and loss statement for the nine months period ended as of 30 September 2011 amounted to, approximately, 1.6 million Euro.

As of 30 September 2011, the nominal net debt of Cofina was, approximately, 85.9 million Euro.

Newspaper Segment: Circulation income increases 1.7% in the third quarter of 2011

9M 2011 9M 2010 Var (%) 3Q 2011 3Q 2010 Var (%)
(amounts in thousand Euro) 9M11/9M10 3Q11/3Q10
Consolidated operating income 71,651 75,069 -4.6% 24,446 25,037 -2.4%
Circulation 37,272 36,720 1.5% 13,426 13,201 1.7%
Advertising 27,823 29,807 -6.7% 8,615 9,012 -4.4%
Alternative marketing products and others 6,556 8,542 -23.2% 2,405 2,824 -14.8%
Operating expenses (a) 56,554 58,944 -4.1% 19,381 19,243 0.7%
Consolidated EBITDA (b) 15,097 16,125 -6.4% 5,065 5,794 -12.6%
EBITDA margin 21.1% 21.5% -0.4 p.p. 20.7% 23.1% -2.4 p.p.

(a) Operating expenses excluding amortisation

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

During the third quarter of 2011, consolidated income of the newspapers segment reached 24.4 million Euro, a decrease of, approximately, 2.4% when compared to the homologous period of 2010. Advertising income decreased over 4%, while revenue related to alternative marketing products decreased about 15%.

Circulation income increased 1.7%, reaching, approximately, 13.4 million Euro.

Therefore, the EBITDA in this segment amounted to, approximately, 5.1 million Euro, a decrease of, approximately, 12.6% comparing with the homologous period of 2010. EBITDA margin reached 20.7%.

Magazines Segment: Positive EBITDA in the 3rd quarter of 2011

Total revenue of this segment, in this period, reached, approximately, 7.7 million Euro, reflecting a decrease of about 11% when compared to the homologous period of 2010.

9M 2011 9M 2010 Var (%) 3Q 2011 3Q 2010 Var (%)
(amounts in thousand Euro) 9M11/9M10 3Q11/3Q10
Consolidated operating income 22,706 25,377 -10.5% 7,692 8,629 -10.9%
Circulation 12,363 12,889 -4.1% 4,382 4,843 -9.5%
Advertising 8,259 9,356 -11.7% 2,608 3,007 -13.3%
Alternative marketing products and others 2,084 3,132 -33.5% 702 779 -9.9%
Operating expenses (a) 23,433 25,605 -8.5% 7,440 8,458 -12.0%
Consolidated EBITDA (b) -727 -228 218.9% 252 171 47.4%
EBITDA margin -3.2% -0.9% -2.3 p.p. 3.3% 2.0% +1.3 p.p.

(a) Operating expenses excluding amortisation (b) EBITDA = earnings before interest, taxes, amortisation and depreciation

Circulation income recorded a decrease (-9.5%) reaching about 4.4 million Euro. Advertising income and alternative marketing products income recorded decreases of 13% and 10%, respectively.

As a result of the cost reduction strategy that is being implemented, operational expenses have reduced by 12% when comparing with the 3rd quarter of 2010.

Therefore, EBITDA of magazines segment recorded in the third quarter of 2011 was 252 thousand Euro, which represents an increase over 47% when compared to the homologous period of 2010.

Porto, November 3 rd , 2011

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS FOR THE PERIODS ENDED 30 SEPTEMBER 2011 AND 31 DECEMBER 2010 (Translation of financial statements originally issued in Portuguese - Note 19)

(Amounts expressed in Euro)

NON CURRENT ASSETS
Tangible assets
9.176.730
10.755.915
Goodwill
5
94.649.014
94.992.223
Intangible assets
529.667
512.688
Investments in associated companies
4
3.418.729
3.393.399
Investments held for sale
4
8.570
5.000
7.107.742
8.782.149
Deferred tax assets
Total non current assets
114.890.452
118.441.374
CURRENT ASSETS
3.332.457
3.983.702
Inventories
Customers
11.551.977
12.596.832
271.078
283.439
State and other public entities
Other current debtors
1.082.468
1.574.833
7.130.516
6.181.610
Other current assets
Investments recorded at fair value through profit and loss
7
7.498
51.501.598
8
38.477.205
25.179.147
Cash and cash equivalents
Total current assets
61.853.199
101.301.161
TOTAL ASSETS
176.743.651
219.742.535
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
16
25.641.459
25.641.459
Share capital
Share premium account
15.874.835
15.874.835
5.409.144
5.409.144
Legal reserve
Other reserves
(40.537.241)
(44.757.422)
Consolidated net profit/(loss) for the period attributable to the parent
5.381.480
5.018.193
Equity attributable to equity holder of the parent
11.769.677
7.186.209
Non controlling interests
644.360
735.909
TOTAL EQUITY
12.414.037
7.922.118
LIABILITIES
NON CURRENT LIABILITIES
Other loans
10
20.209.839
19.985.593
Pension liabilities
701.190
701.190
Other non current creditors
9
1.495.583
2.456.506
Provisions
1.274.741
2.547.778
Total non current liabilities
23.681.353
25.691.067
CURRENT LIABILITIES
Bank loans
8 and 10
32.343.585
21.309.474
10
71.341.816
123.996.995
Other loans
Derivatives
11
893.488
930.601
8.734.504
11.523.113
Suppliers
State and other public entities
3.685.081
3.677.939
9
8.637.223
9.746.715
Other current creditors
Other current liabilities
15.012.564
14.944.513
Total de passivos correntes
140.648.261
186.129.350
TOTAL LIABILITIES
164.329.614
211.820.417
TOTAL EQUITY AND LIABILITIES
176.743.651
219.742.535
ACTIVO Notes 30.09.2011 31.12.2010

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

The Chartered Accountant The Board of Directors

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURES FOR THE NINE AND THREE MONTH PERIODS ENDED 30 SEPTEMBER 2011 AND 2010

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

3rd quarter 3rd quarter
Notes 30.09.2011 30.09.2010 2011 2010
Sales 49.341.968 49.677.915 17.514.791 18.214.266
Services rendered 35.169.850 39.422.023 10.311.287 12.288.322
Other operating income 9.845.124 11.346.374 4.311.667 3.163.309
Cost of sales (14.670.290) (13.975.344) (5.324.855) (4.776.869)
External supplies and services (35.636.103) (39.477.879) (11.905.053) (12.541.363)
Payroll expenses (28.406.380) (29.771.557) (9.185.768) (9.952.508)
Amortisation and depreciation (2.805.944) (2.888.091) (933.395) (966.537)
Provisions and impairment losses (840.075) (878.699) (237.960) (281.663)
Other operating expenses (434.036) (445.928) (166.863) (148.555)
Gains and losses in derivatives 11 (432.370) (278.338) (122.701) (278.338)
Gains and losses in associated companies 12 122.230 111.331 105.678 69.526
Gains and losses in other investments 7 and 12 1.619.940 (19.412.820) (803.598) (4.283.580)
Financial expenses 12 (4.527.726) (4.232.699) (1.778.530) (1.271.994)
Financial income 12 1.028.158 1.169.644 446.965 491.774
Loss before income tax 9.374.346 (9.634.068) 2.231.665 (274.210)
Income tax 6 (3.998.417) (2.601.760) (1.264.284) (984.726)
Net consolidated profit / (loss) for the period 5.375.929 (12.235.828) 967.381 (1.258.936)
Attributable to:
Shareholders of the parent company 5.381.480 (12.192.856) 962.508 (1.266.465)
Non-controlling interests (5.551) (42.972) 4.873 7.529
Earnings per share:
Basic 15 0,05 (0,12) 0,01 (0,01)
Diluted 15 0,05 (0,12) 0,01 (0,01)

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

The Chartered Accountant The Board of Directors

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTH PERIODS ENDED 30 SEPTEMBER 2011 AND 2010

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

Att
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tab
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Tot
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Bal
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Jan
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25.
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15.
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5
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17.
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)
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69.
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42.
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12.
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9
15.
874
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5
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(
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(
10.
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478
.08
4
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18.
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(
)
5.0
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- - -
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dis
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- - - (
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7

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

The Chartered Accountant

The Board of Directors

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE AND THREE MONTH PERIODS ENDED 30 SEPTEMBER 2011 AND 2010

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

willow the expressed in Early
30.09.2011 30.09.2010 3rd quarter
2011
3rd quarter
2010
Profit / (loss) for the period 5.375.929 (12.235.828) 967.381 (1.258.936)
Exchange differences arising on translation of foreign operations 246.593 - 212.851 -
Changes in cash-flows hedges' fair value 28.877 (751.036) (359.108) (74.726)
Total comprehensive income for the period 5.651.399 (12.986.864) 821.124 (1.333.662)
Attributable to:
Shareholders of the parent company 5.656.950 (12.943.892) 816.251 (1.341.191)
Non-controlling interests (5.551) (42.972) 4.873 7.529

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

The Chartered Accountant The Board of Directors

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE AND THREE MONTH PERIODS ENDED 30 SEPTEMBER 2011 AND 2010 (Translation of financial statements originally issued in Portuguese - Note 19)

(Amounts expressed in Euro)

Notes 30.09.2011 30.09.2010 3rd quarter 2011 3rd quarter 2010
Operating activities
Cash flow from operating activities (1) 9.467.056 11.026.719 1.881.413 5.541.003
Investment activities
Collections relating to:
Investments 8 51.627.640 - 11.994.000 -
Tangible assets 25.884 28.250 6.350 28.250
Interest and similar income 887.947 3.701.248 382.356 3.097.446
Dividends 1.486.400 54.027.871 2.430.400 6.159.898 - 12.382.706 - 3.125.696
Payments relating to:
Investments 8 (160.000) (125.000) - -
Tangible assets (1.157.466) (991.984) (561.284) (696.492)
Intangible assets (397.507) (1.714.973) (68.689) (1.185.673) (212.277) (773.561) (33.115) (729.607)
Cash flow from investment activities (2) 52.312.898 4.974.225 11.609.145 2.396.089
Financing activities
Collections relating to:
Loans obtained - - - - - - - -
Payments relating to:
Interest and similar costs (4.375.616) (6.837.349) (936.235) (5.165.244)
Lease contracts (1.111.163) (1.763.158) (252.492) (609.149)
Dividends (1.025.658) (1.025.659) - -
Loans obtained (53.000.000) (49.000.000) (12.500.000) (44.000.000)
Supplementary capital (3.570) (59.516.007) - (58.626.166) - (13.688.727) - (49.774.393)
Cash flow from financing activities (3) (59.516.007) (58.626.166) (13.688.727) (49.774.393)
Cash and its equivalents at the beginning of the period 8 3.869.673 43.897.575 6.331.789 43.109.654
Variation of cash and its equivalents: (1)+(2)+(3) 2.263.947 (42.625.222) (198.169) (41.837.301)
Cash and its equivalents at the end of the period 8 6.133.620 1.272.353 6.133.620 1.272.353

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

The Chartered Accountant The Board of Directors

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2011

(Amounts expressed in Euro)

1. INTRODUCTION

Cofina, SGPS, S.A. ("Cofina" or "Company"), is an open capital company, with headquarters located at Rua General Norton de Matos, 68, r/c in Porto and has its shares listed in the NYSE Euronext Lisbon 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 in the Media sector (written press).

The Group owns headings of reference in the respective segments, publishing titles like newspapers "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 month period ended as of 30 Setember 2011, the Group developed its activity mainly in Portugal, having also some interests in Brazil through the investment in Destak Brasil and in the subsidiary Adcom Media (Note 4).

The accompanying consolidated financial statements have been prepared under the going concern assumption, although the consolidated total equity as of 30 September 2011 is slightly less than half of its share capital. This is due solely to the Group's past exposure to ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, S.A. ("Zon Multimedia") until July 2011 through the holding of 15,190,000 shares recorded at their market value; these shares were totally disposed during the nine month period ended as of 30 September 2011 (Note 7).

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 such, 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. Income and expenses 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

Annual financial statements were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union. The financial statements as of 30 September 2011 were prepared in accordance with the International Accounting Standard 34 – Interim Financial Reporting.

The accounting policies adopted in Cofina's consolidated financial statements are consistent with those used in the preparation of the consolidated financial statements for the year ended as of 31 December 2010.

3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF MISTAKES

During this period there were no changes in accounting policies nor were detected any material errors relating to previous periods.

4. INVESTMENTS

Consolidation perimeter

The companies included in the consolidated financial statements by the full consolidation method, their headquarters, percentage of participation held and activity developed as of 30 September 2011 are as follows:

Designation Headquarters Percentage
participation
held
Activity
Parent Company:
Cofina, SGPS, S.A.
Porto Investment management
Cofina B.V. ("Cofina BV") Amesterdam
(The
Netherlands)
100.00% Investment management
Investment management
Efe Erre Participações, SGPS, S.A. ("FR") Ovar 100.00% Investment management
Cofina Media Group
Cofina Media, SGPS, S.A. ("Cofina Media")
Presselivre – Imprensa Livre, S.A. ("Presselivre")
Edisport – Sociedade de Publicações, S.A.
("Edisport")
Edirevistas

Sociedade
Editorial,
S.A.
("Edirevistas")
Mediafin, SGPS, S.A. ("Mediafin")
Lisbon
Lisbon
Lisbon
Lisbon
Lisbon
100.00%
99.44%
100.00%
99.46%
100.00%
Investment management
Newspapers and magazine publication
Newspapers publication
Magazines publication
Investment management
Metronews – Publicações, S.A. ("Metronews")
Grafedisport – Impressão e Artes Gráficas, S.A.
Carnaxide
Queluz
59.00%
100.00%
Newspapers publication
Newspapers print
("Grafedisport")
Web Works – Desenvolvimento de Aplicações·
para Internet, S.A. ("Web Works")
Lisbon 51% Production and creation of websites for online
business development
Transjornal

Edição
de
Publicações,
S.A.
("Transjornal")
Lisbon 59% Newspapers publication
Cofina - Eventos e Comunicação S.A. ("Cofina
Eventos")
Lisbon 70% Events promotion and organization
Adcom Media – Anúncios e Publicidade S.A.
("Adcom Media") (a)
São Paulo,
Brazil
100% Communication and advertising services

(a) former associated company acquired during the year ended as of 31 December 2010. (Note 5).

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

The associated companies, their headquarters, percentage of participation held and activity developed as of 30 September 2011 are as follows:

Designation Headquarters Activity
Direct Indirect
VASP – Sociedade de Transportes e Distribuições, Lda. Lisbon 33.33% - Publications distribution
Destak Brasil – Empreendimentos e Participações, S.A. São Paulo,
Brazil
23.96% - Investment management
Mercados Globais – Publicação de Conteúdos, Lda. V.N.Gaia 50% - Management of 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 2011 are as follows:

Designation Acquisition
cost
Book
value
VASP – Sociedade de Transportes e Distribuições, Lda. 6,234 3,315,730
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 subsidiary Destak Brasil – Empreendimentos e Participações, S.A.

As of 30 September 2011 and 31 December 2010 the caption "Investments in associated companies" can be detailed as follows:

30.09.2011 31.12.2010
Financial investment
VASP – Sociedade de Transportes e Distribuições, Lda. – equity method 3,315,730 3,195,500
Destak Brasil – Empreendimentos e Participações, S.A. 299,064 299,064
Mercados Globais - Publicação de Conteúdos, Lda. 72,000 72,000
3,581,116 3,564,564
Accumulated impairment losses on investments in associates (371,064) (371,064)
Loans to associated companies
Gross amount 193,846 290,746
Accumulated impairment losses (90,847) (90,847)
3,418,729 3,393,399

As of 30 September 2011 and 31 December 2010 the Group has available for sale investments corresponding to minority investments, for which the Group has recorded impairment losses in previous periods.

5. GOODWILL

During the nine month period ended as of 30 September 2011, the movement in the caption "Goodwill" fully refers to the changes in exchange rates in the nine month period then ended of the computed Goodwill of the subsidiary Adcom Media.

During the nine month period ended as of 30 September 2010, there were no movements in the caption "Goodwill".

6. INCOME TAXES

Tax expenses recorded in the income and expenses statements for the nine month periods ended as of 30 September 2011 and 2010 are detailed as follows:

30.09.2011 30.09.2010
Current Tax
Income tax for the period 2,207,986 787,067
(Excess)/Insufficiency of prior years income tax 126,436 4,257
Additional tax assessments - 1,219,552
Deferred taxes 1,663,995 590,884
3,998,417 2,601,760

In the nine month period ended as of 30 September 2010, the caption "Additional tax assessments" refers to a correction to the computed taxable income of the year ended as of 31 December 2006.

As of 30 September 2011, a dispute with the Portuguese tax authorities ("Direcção Geral de Contribuições e Impostos") was still in progress following a Corporate Income Tax inspection regarding year 2007, with an amount of, approximately, 16 million Euro being challenged by the tax authorities. The consolidated financial statements as of 30 September 2011 and as of 31 December 2010 do not include any provision regarding this situation, as the Board of Directors, supported by its tax and legal advisors, believes that the outcome of this process will not represent any material impact for the Group.

7. INVESTMENTS MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS

The amount included in the caption "Investments measured at fair value through profit and loss" as of 30 September 2011 and 31 December 2010 relate to shares traded in stock markets and are recorded at their market value as of those dates.

As of 30 September 2011, the book value can be detailed as follows:

Number of shares Share price Market value
Zon Multimédia
Other shares
- N/A -
7,498
--------
7,498
=====

During the nine month period ended as of 30 September 2011, the Group disposed all of the shares held in Zon Multimedia. The movement associated to this share in the nine month period ended as of 30 September 2011 was as follows:

Description Date Quantity Price Amount Impact
Opening balance 31/12/2010 15,190,000 3.39 51,494,100
Sale Apr/11 (5,900,000) 3.65 (21,535,000) 1,534,000
Sale Jun/11 (5,292,000) 3.42 (18,098,640) 158,760
Sale Jul/11 (3,998,000) 3.00 (11,994,000) (1,559,220)
Closing balance 30/09/2011 - - - -
Efect of valuation and disposal of ZON Multimédia (Note 12) 133,540
Dividends received ZON Multimédia 2011 (Note 12) 1,486,400
Gains and losses in other investments 1,619,940

Total collections 51,627,640

8. CASH AND CASH EQUIVALENTS

As of 31 December 2010 and as of 30 September 2011 and 2010, the caption "Cash and cash equivalents" can be detailed as follows:

30.09.2011 31.12.2010 30.09.2010
Cash 112,845 90,289 98,265
Bank deposits repayable on demand 23,462,360 7,438,858 14,484,744
Bank deposits repayable in less than 3 months 14,902,000 17,650,000 8,100,000
Cash and cash equivalents in accordance with the balance sheet 38,477,205 25,179,147 22,683,009
Bank overdrafts (Note 10) (32,343,585) (21,309,474) (21,410,656)
6,133,620 3,869,673 1,272,353

During the nine month period ended as of 30 September 2011, the payments / collections relating to financial investments were as follows:

Acquisitions Transaction
amount
Amount
paid
Presselivre – Imprensa Livre, S.A. 60,000 60,000
Adcom Media – Anúncios e Publicidade S.A. (*) 300,000
360,000
100,000
160,000
Disposals Transaction
amount
Amount
received
ZON Multimédia 51,627,640 51,627,640

(*) acquired in previous periods

During the nine month period ended as of 30 September 2010, the payments relating to financial investments were as follows:

Acquisitions Transaction
amount
Amount
paid
Adcom Media – Anúncios e Publicidade S.A. 300,000 100,000
Visapress – Gestão de Conteúdos dos Media, CRL 5,000 5,000
Mercados Globais – Publicação de Conteúdos, Lda. (*) 72,000 20,000
377,000 125,000

(*) acquired in previous periods

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2011

(Amounts expressed in Euro)

9. LEASING

As of 30 September 2011 and 31 December 2010, 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 reimbursement plan:

30.09.2011 31.12.2010
Year n+1 948,264 1,112,573
Year n+2 482,954 749,853
Year n+3 33,198 455,102
Year n+4 9,889 9,776
Year n+5 and subsequent years 21,278 29,202
1,495,583 2,356,506
Short term 1,130,534 1,497,881
2,626,117 3,854,387

As of 31 December 2010, the caption "Other non-current creditors" includes an amount of 100,000 Euro that refers to an outstanding balance related to the acquisition of Adcom Media.

10. BANK AND OTHER LOANS

The current liabilities caption "Bank loans" refers to bank overdrafts and discounted notes reimbursable in the short term which bear interest at market rates.

As of 30 September 2011 and 31 December 2010, the caption "Other loans" was made up as follows:

30.09.2011
Book value Nominal Value
Current Non Current Current Non Current
Bond loans 49,671,895 - 50,000,000 -
Commercial paper 21,669,921 20,209,839 22,000,000 20,000,000
71,341,816 20,209,839 72,000,000 20,000,000
31.12.2010
Book value Nominal Value
Current Non Current Current Non Current
Bond loans
Commercial paper
49,601,908
74,395,087
-
19,985,593
50,000,000
75,000,000
-
20,000,000
123,996,995 19,985,593 125,000,000 20,000,000

The non-current liabilities caption "Commercial paper" relates to commercial paper programs, in the amount of 20,000,000 Euro, with guaranteed subscription by the banks until October 2012.

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

11. DERIVATIVE FINANCIAL INSTRUMENTS

As of 30 September 2011, this caption is made of interest rate swaps related to the Group's financing loans. As 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 fair value at balance sheet date, based in valuations prepared by financial institutions. The movement in these derivatives for the nine month period ended as of 30 September 2011 and 2010 can be presented as follows:

30.09.2011 30.09.2010
Opening balance 930,601 245,439
Increases / (decreases) (37,113) 1,021,817
Closing balance 893,488 1,267,256

During the nine month periods ended as of 30 September 2011 and 2010 the amount of 432,370 and 278.338 Euro related with accrued interests that result from the difference between the hedged fixed interest rate and the index base engaged were recorded under the caption "Results related with derivative instruments".

12. FINANCIAL RESULTS

The financial income and expenses for the nine month periods ended as of 30 September 2011 and 2010 are made up as follows:

30.09.2011 30.09.2010
Financial expenses
Interest paid 3,335,310 3,653,596
Commissions 689,708 507,600
Financial exchange rate diferences 426,900 -
Other financial expenses 75,818 71,503
4,527,736 4,232,699
Financial income
Interest received 1,025,137 877,098
Other financial income 3,021 292,546
1,028,158 1,169,644

The caption "Gains and losses in associated companies" as of 30 September 2011 and 2010 are mainly due to the Group's appropriation of its share of the results in associated companies.

The caption "Gains and losses in other investments" as of 30 September 2011 and 2010 can be detailed as follows:

30.09.2011 30.09.2010
Gains in investments measured at fair value through profit and loss (Introductory Note and Note 7) 133,540 (21,843,220)
Dividends (Note 7) 1,486,400 2,430,400
1,619,940 (19,412,820)

The caption "Gains in investments measured at fair value through profit and loss" refers mainly 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, as well as with the gain that resulted from the disposal of shares that occurred between April and July of 2011 (Note 7).

13. RELATED PARTIES

The main balances with related parties as of 30 September 2011 and 2010 and the main transactions with related entities during the period then ended may be detailed as follows:

30.09.2011
Transactions Sales and services
rendered
Other income Acquisition of goods
and services
Associated companies 45,567,218 8,545,245 69,972
Balances Accounts receivable Accounts payable Sales to invoice
Associated companies 90,932 40,193 6,072,084
30.09.2010
Transactions Sales and services
rendered
Other income Acquisition of goods
and services
Associated companies 45,673,007 11,013,199 70,227
Balances Accounts receivable Accounts payable Sales to invoice
Associated companies 117,830 139,691 6,212,958

Sales and services rendered to associated companies during the nine month periods ended as of 30 September 2011 and 2010 relate to sales of publications (newspapers and magazines) and alternative marketing products to VASP (Note 4), which handles the corresponding distribution to the points of sale. These transactions are carried out under the normal activity of the Group.

Related parties

Apart from companies included in the consolidation (Note 4), the parties considered to be related companies as of 30 September 2011, can be presented as follows:

  • Altri, SGPS, S.A.
  • Alteria, SGPS, S.A.
  • Altri Energias Renováveis, SGPS, S.A.
  • Altri, Participaciones Y Trading, S.L.
  • Altri Sales, 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.
  • 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.
  • 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.

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2011

(Amounts expressed in Euro)

  • 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.
  • Altri Florestal, S.A.
  • Socasca Recolha e Comércio de Recicláveis, S.A.
  • Sociedade Imobiliária Porto Seguro Investimentos Imobiliários, S.A.
  • Storax Benelux
  • Storax Equipements, S.A.
  • 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 composed as follows as of 30 September 2011:

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 2011, Cofina had provided guarantees as follows:

  • a) Pledge over 88,883,450 shares of Cofina Media, SGPS, S.A. as a guarantee for an authorized overdraft, up to a maximum of 8,000,000 Euro, granted by Banco BPI, S.A., which, as of 30 September 2011, was not in use;
  • b) 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 22,000,000 Euro as of 30 September 2011 (Note 10);

As of 30 September 2011 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 1,500,000 Euro, mainly related with advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 26,000,000 Euro.

15. EARNINGS PER SHARE

Earnings per share for the nine months periods ended as of 30 September 2011 and 2010 were determined taking into consideration the following amounts:

30.09.2011 30.09.2010
Net profit / (loss) considered for the computation of basic and
diluted earning
5,381,480 (12,192,856)
Weighted average number of shares used to compute the basic
earnings per share
102,565,836 102,565,836
Earnings per share:
Basic
Diluted
0.05
0.05
(0.12)
(0.12)

16. SHARE CAPITAL

As of 30 September 2011, 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

According to the source and nature of the income generated by the Group, the following segments were considered:

  • Newspapers
  • Magazines

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

The information for the nine month periods ended as of 30 September 2011 and 2010 is detailed as follows:

30.09.2011 New spapers Magazines Eliminations and
consolidations
adjustments
Total
Net operating income 71,651,056 22,705,886 - 94,356,942
Operating Cash-flow - EBITDA (a) 15,097,079 (727,021) - 14,370,058
Operating profit (EBIT) 12,474,186 (910,072) - 11,564,114
Eliminations and
consolidations
30.09.2010 New spapers Magazines 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
Operating profit (EBIT) 14,679,074 (1,670,260) - 13,008,814

(a) - Operating profit + amortisation and depreciation

18. FINANCIAL STATEMENTS APPROVAL

The interim financial statements as of 30 September 2011 were approved by the Board of Directors for issuance on 2 November 2011.

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.

THE CHARTERED ACCOUNTANT THE BOARD OF DIRECTORS

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