Earnings Release • Nov 21, 2014
Earnings Release
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Head Office: Rua do General Norton de Matos, 68, r/c – Porto Fiscal Number 502 293 225 Share Capital: 25,641,459 Euro
3rd quarter '14 FINANCIAL INFORMATION (non audited)
The consolidated financial information of Cofina for the third quarter, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), can be presented as follows:
During the first nine months of 2014, revenues have slightly declined compared with the same period of 2013 mainly motivated by a decrease in circulation revenues (-4.5%) despite the growth in advertising (+5.7%) and revenues from alternative marketing and other (+2.3%) that were not enough to offset the decline in circulation revenues.
EBITDA recorded in the first nine months of 2014 was about 11 million Euros, corresponding to an increase of 13% when compared with the last year's homologous period.
| (amounts in thousand Euro) | 9M 2014 | 9M 2013 | Var (%) 9M14/9M13 |
|---|---|---|---|
| Operating income | 78,355 | 78,592 | -0.3% |
| Circulation | 41,123 | 43,042 | -4.5% |
| Advertising | 26,551 | 25,111 | 5.7% |
| Alternative marketing products and others | 10,681 | 10,439 | 2.3% |
| Operating income by segments | 78,355 | 78,592 | -0.3% |
| Newspapers | 62,827 | 62,537 | 0.5% |
| Magazines | 15,528 | 16,055 | -3.3% |
| Operating expenses (a) | 67,357 | 68,847 | -2.2% |
| Consolidated EBITDA (b) | 10,998 | 9,745 | 12.9% |
| EBITDA margin | 14.0% | 12.4% | + 1.6 p.p. |
| Newspapers | 10,785 | 10,601 | 1.7% |
| Newspapers EBITDA margin | 17.2% | 17.0% | + 0.2 p.p. |
| Magazines | 213 | -856 | - |
| Magazines EBITDA margin | 1.4% | -5.3% | + 6.7 p.p. |
| Amortisation and depreciation (-) | 2,221 | 2,696 | -17.6% |
| EBIT | 8,777 | 7,049 | 24.5% |
| EBIT margin | 11.2% | 9.0% | + 2.2 pp |
| Net financial income | (3,168) | (2,069) | - |
| Income before taxes and non-controlling interests | 5,609 | 4,980 | 12.6% |
| Income taxes | 851 | 3,415 | -75.1% |
| Non-controlling interests | 55 | 11 | 400.0% |
| Net consolidated profit / loss (c) | 4,703 | 1,554 | 202.6% |
(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 Net Profit for the period was 4.7 million Euro, registering a growth of over 200% when comparing with the net profit obtained in the same period of 2013.
| (amounts in thousand Euro) | 3Q 2014 | 3Q 2013 | Var (%) 3Q14/3Q13 |
|---|---|---|---|
| Operating income | 26,948 | 27,560 | -2.2% |
| Circulation | 14,891 | 15,340 | -2.9% |
| Advertising | 8,356 | 8,457 | -1.2% |
| Alternative marketing products and others | 3,701 | 3,763 | -1.6% |
| Operating income by segments | 26,948 | 27,560 | -2.2% |
| Newspapers | 21,117 | 21,929 | -3.7% |
| Magazines | 5,831 | 5,631 | 3.6% |
| Operating expenses (a) | 23,099 | 23,562 | -2.0% |
| Consolidated EBITDA (b) | 3,849 | 3,998 | -3.7% |
| EBITDA margin | 14.3% | 14.5% | - 0.2 p.p. |
| Newspapers EBITDA | 3,376 | 3,906 | -13.6% |
| Newspapers EBITDA margin | 16.0% | 17.8% | - 1.8 p.p. |
| Magazines EBITDA | 473 | 92 | - |
| Magazines EBITDA margin | 8.1% | 1.6% | + 6.5 p.p. |
| Amortisation and depreciation (-) | 741 | 896 | -17.3% |
| EBIT | 3,108 | 3,102 | 0.2% |
| EBIT margin | 11.5% | 11.3% | + 0.3 pp |
| Net financial income | (840) | (440) | - |
| Income before taxes and non-controlling interests | 2,268 | 2,662 | -14.8% |
| Income taxes | 698 | 1,558 | -55.2% |
| Non-controlling interests | 34 | 50 | -32.0% |
| Net consolidated profit / loss (c) | 1,536 | 1,054 | 45.7% |
(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 third quarter of 2014 was characterized by a reduction in revenues, which is related to some conjunctural factors, such as reduction in advertising investment after a second quarter marked by the world cup football, seasonal event, and with strong impacts regarding investments in advertising.
Therefore, total revenues decreased approximately 2.2%, reaching 26.9 million Euro. Circulation revenues fell by about 2.9% (14.9 million Euro), alternative marketing products revenue fell about 1.7% to 3.7 million and total advertising revenues reached 8.4 million Euro, which represents a decrease of 1.2%.
EBITDA recorded in this period reached 3.8 million Euro (-3.7%). Decrease in amortization and depreciation motivated by the end of the depreciation period of printing equipment of about 0.9 million euros to 0.7 million Euro, led to a slight improvement in the operating result (EBIT) to 3.1 million Euro.
The income taxes for the third quarter was positively impacted by refunds of taxes paid in prior years.
The net consolidated profit reached approximately 1.5 million Euro, which represents a growth of about 46% over the net income obtained in the third quarter of 2013.
As of September 30, 2014, the nominal net debt of Cofina reached 68.5 million Euro, which corresponds to a decrease of 4.9 million Euro when compared to the 73.4 million Euro recorded in the end of 2013.
Below, some indicators of the business segments are presented:
| 3Q 2014 | 3Q 2013 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 3Q14/3Q13 | ||
| Consolidated operating income | 21,117 | 21,929 | -3.7% |
| Circulation | 11,398 | 11,929 | -4.5% |
| Advertising | 6,492 | 6,828 | -4.9% |
| Alternative marketing products and others | 3,227 | 3,172 | 1.7% |
| Operating expenses (a) | 17,741 | 18,023 | -1.6% |
| Consolidated EBITDA (b) | 3,376 | 3,906 | -13.6% |
| EBITDA margin | 16.0% | 17.8% | -1.8 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
The newspaper segment of Cofina recorded, in the third quarter of 2014, total revenues of 21.1 million Euro, which represents a decrease of 3.7% when compared with the last year's homologous period. The advertising income recorded a decrease of approximately 4.9%, reaching 6.5 million Euro, while the circulation income dropped approximately 4.5% to 11.4 million Euro. The alternative marketing products income recorded an increase of 1.7%, reaching approximately 3.2 million Euro.
Therefore, the EBITDA of the newspaper segment reached in the period under analysis was about 3.4 million Euro, which represents a decrease of approximately 14% when compared with previous year's homologous period.
The magazines segment had a very positive performance in the third quarter of 2014 recording a total of 5.8 million Euro, reflecting an increase of approximately 4% when compared to the homologous period of 2013.
| 3Q 2014 | 3Q 2013 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 3Q14/3Q13 | ||
| Consolidated operating income | 5,831 | 5,631 | 3.6% |
| Circulation | 3,493 | 3,411 | 2.4% |
| Advertising | 1,865 | 1,629 | 14.5% |
| Alternative marketing products and others | 473 | 591 | -20.0% |
| Operating expenses (a) | 5,358 | 5,539 | -3.3% |
| Consolidated EBITDA (b) | 473 | 92 | 414.1% |
| EBITDA margin | 8.1% | 1.6% | + 6.5 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
Circulation income recorded an increase of 2.4%, reaching approximately 3.5 million Euro, while the advertising revenue increased approximately 15%. The alternative marketing products income recorded a decrease of 20%.
Operating costs recorded a decrease of 3%. Therefore, EBITDA of the magazines segment in the third quarter 2014 reached 0.5 million Euros compared to 92 thousand Euro in the last year's homologous period.
Oporto, October 28, 2014
(Amounts expressed in Euro)
| ASSETS | Notas | 30.09.2014 | 31.12.2013 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 6,360,170 | 7,177,531 | |
| Goodwill | 5 | 91,069,331 | 90,952,056 |
| Intangible assets | 333,730 | 634,187 | |
| Investments in associated companies | 4 | 5,122,585 | 3,798,159 |
| Investments held for sale | 4 | 8,570 | 8,570 |
| Investments recorded at fair value through profit and loss | 3,616 | 271 | |
| Other non current debtors | 350,000 | 350,000 | |
| Deferred tax assets | 6 | 4,572,100 | 4,697,703 |
| Total non current assets | 107,820,102 | 107,618,477 | |
| CURRENT ASSETS | |||
| Inventories | 1,740,591 | 2,251,126 | |
| Customers | 8,457,643 | 9,410,134 | |
| 747,973 | 1,249,509 | ||
| State and other public entities | 236,329 | 513,568 | |
| Other current debtors | |||
| Other current assets | 6,112,403 | 5,831,472 | |
| Cash and cash equivalents | 7 | 11,419,378 | 10,316,267 |
| Total current assets | 28,714,317 | 29,572,076 | |
| TOTAL ASSETS | 136,534,419 | 137,190,553 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | |||
| Share capital | 8 | 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 | (30,286,505) | (34,335,639) | |
| Consolidated net profit/(loss) for the period attributable to the parent company | 4,703,263 | 4,681,002 | |
| Equity attributable to equity holder of the parent company | 21,342,196 | 17,270,801 | |
| Non-controlling interests | 790,440 | 767,940 | |
| TOTAL EQUITY | 22,132,636 | 18,038,741 | |
| LIABILITIES | |||
| NON CURRENT LIABILITIES | |||
| Bank loans | 9 | 6,000,000 | 9,000,000 |
| Other loans | 9 | 48,699,523 | 49,041,611 |
| Pension liabilities | 459,894 | 459,894 | |
| Other non current creditors | 10 | 29,326 | 35,756 |
| Provisions | 8,357,490 | 8,502,480 | |
| Total non current liabilities | 63,546,233 | 67,039,741 | |
| CURRENT LIABILITIES | |||
| Bank loans | 7 e 9 | 10,077,031 | 7,007,465 |
| Other loans | 9 | 14,036,427 | 17,900,832 |
| Derivatives | 11 | - | 495,474 |
| Suppliers | 7,050,126 | 8,302,428 | |
| State and other public entities | 4,249,015 | 2,546,957 | |
| Other current creditors | 10 | 5,093,346 | 5,360,647 |
| Other current liabilities | 10,349,605 | 10,498,268 | |
| Total current liabilities | 50,855,550 | 52,112,071 | |
| TOTAL LIABILITIES | 114,401,783 | 119,151,812 | |
| TOTAL EQUITY AND LIABILITIES | 136,534,419 | 137,190,553 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
| Notes | 30.09.2014 | 30.09.2013 | 3rd quarter 2014 |
3rd quarter 2013 |
|
|---|---|---|---|---|---|
| Sales | 41,122,706 | 43,042,239 | 14,890,808 | 15,340,007 | |
| Services rendered | 26,551,216 | 25,111,382 | 8,356,604 | 8,457,458 | |
| Other operating income | 10,681,225 | 10,438,701 | 3,700,789 | 3,762,557 | |
| Cost of sales | (11,109,608) | (11,749,946) | (3,880,089) | (4,052,810) | |
| External supplies and services | (31,496,232) | (31,871,742) | (11,054,058) | (11,240,374) | |
| Payroll expenses | (23,909,343) | (24,647,305) | (7,855,254) | (8,106,076) | |
| Amortization and Depreciation | (2,220,877) | (2,696,260) | (740,720) | (896,657) | |
| Provisions and impairment losses | (546,528) | (463,036) | (199,077) | (184,031) | |
| Other operating expenses | (295,263) | (115,234) | (111,005) | 21,633 | |
| Financial expenses | 12 | (3,687,647) | (2,537,608) | (1,145,520) | (655,749) |
| Financial income | 12 | 519,394 | 468,966 | 305,427 | 216,391 |
| Profit / (loss) before income tax | 5,609,043 | 4,980,157 | 2,267,905 | 2,662,349 | |
| Income tax | 6 | (850,353) | (3,415,436) | (697,431) | (1,558,588) |
| Net consolidated profit / (loss) for the period | 4,758,690 | 1,564,721 | 1,570,474 | 1,103,761 | |
| Attributable to: | |||||
| Shareholders of the parent company | 4,703,263 | 1,553,943 | 1,536,390 | 1,053,633 | |
| Non-controlling interests | 55,427 | 10,778 | 34,084 | 50,128 | |
| Earnings per share: | |||||
| Basic | 15 | 0.05 | 0.02 | 0.01 | 0.01 |
| Diluted | 15 | 0.05 | 0.02 | 0.01 | 0.01 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
| Att ribu tab le t ity hol der o e qu |
f th nt c s o e p are om pan y |
|---|---|
| Sha re ital cap |
Sh miu are pre m t acc oun |
Leg al res erv e |
Oth er res erv es |
Ne t fit / ( loss ) pro |
Tot al |
No roll ing ont n-c inte ts res |
Tot al ity equ |
|
|---|---|---|---|---|---|---|---|---|
| Bal f 1 Jan 201 3 anc e a s o uar y |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 36, 913 ,81 2) |
3,9 86, 740 |
13, 998 ,36 6 |
739 ,99 5 |
14, 738 ,36 1 |
| Ap iatio f co lida ted sul t fo t re r 20 12: pro pr n o nso ne |
||||||||
| Tra nsf tain ed nin er t o re ear gs |
- | - | - | 3,9 86, 740 |
( 3,9 86, 740 ) |
- | - | - |
| Div ide nds dis trib d ute |
- | - | - | ( ) 1,0 25, 658 |
- | ( ) 1,0 25, 658 |
( ) 39, 375 |
( ) 1,0 65, 033 |
| Ch in r nd lling int ntro sts ang es ese rve s a non -co ere : |
||||||||
| Bus ine bin atio ss com ns |
- | - | - | ( 3) 264 ,07 |
- | ( 3) 264 ,07 |
( ) 55, 927 |
( 0) 320 ,00 |
| Oth han er c ges |
- | - | - | ( 31, 519 ) |
- | ( 31, 519 ) |
2,7 32 |
( 28, 787 ) |
| e fo Tot al c hen sive inc r th erio d om pre om e p |
||||||||
| of n ine nth ndi at 3 0 S ber 20 13 ept mo s e ng em |
- | - | - | ( 7,7 23) |
1,5 53, 943 |
1,5 46, 220 |
10, 778 |
1,5 56, 998 |
| Bal f 30 Se pte mb er 2 013 anc e a s o |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 34, 256 ,04 5) |
1,5 53, 943 |
14, 223 ,33 6 |
658 ,20 3 |
14, 881 ,53 9 |
| Bal f 1 Jan 201 4 anc e a s o uar y |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 9) 34, 335 ,63 |
4,6 81, 002 |
17, 270 ,80 1 |
767 ,94 0 |
18, 038 ,74 1 |
| Ap iatio f co lida ted sul t fo r 20 13: t re pro pr n o nso ne |
||||||||
| Tra nsf er t tain ed nin o re ear gs |
- | - | - | 4,6 81, 002 |
( ) 4,6 81, 002 |
- | - | - |
| Div ide nds dis trib d ute |
- | - | - | ( 1,0 25, 658 ) |
- | ( ) 1,0 25, 658 |
( 36, 750 ) |
( 1,0 62, 408 ) |
| Ch in r nd ntro lling int sts ang es ese rve s a non -co ere : |
||||||||
| Oth han er c ges |
- | - | - | ( 26) 3,8 |
- | ( 26) 3,8 |
3,8 23 |
( 3) |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
||||||||
| of n ine nth ndi 0 S ber at 3 ept 20 14 mo s e ng em |
- | - | - | 397 ,61 6 |
4,7 03, 263 |
5,1 00, 879 |
55, 427 |
5,1 56, 306 |
| Bal f 30 Se mb er 2 014 pte anc e a s o |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 30, 286 ,50 5) |
4,7 03, 263 |
21, 342 ,19 6 |
790 ,44 0 |
22, 132 ,63 6 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant
The Board of Directors
| (Amounts expressed in Euro) | |||||
|---|---|---|---|---|---|
| Notes | 30.09.2014 | 30.09.2013 | 3rd quarter 2014 |
3rd quarter 2013 |
|
| Profit / (loss) for the period | 4,758,690 | 1,564,721 | 1,570,474 | 1,103,761 | |
| Other comprehensive income: | |||||
| Items that won't be reclassified to net income: | - | - | - | - | |
| Items that will be reclassified to net income: | |||||
| Exchange differences arising on translation of foreign operations | 120,507 | (282,468) | (89,890) | (115,171) | |
| Changes in cash-flows hedges' fair value | 277,109 | 274,745 | 91,674 | 73,881 | |
| 397,616 | (7,723) | 1,784 | (41,290) | ||
| Total comprehensive income for the period | 5,156,306 | 1,556,998 | 1,572,258 | 1,062,471 | |
| Attributable to: | |||||
| Shareholders of the parent company | 5,100,879 | 1,546,220 | 1,538,174 | 1,012,343 | |
| Non-controlling interests | 55,427 | 10,778 | 34,084 | 50,128 | |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Amounts expressed in Euro)
| Notes | 30.09.2014 | 30.09.2013 | 3rd quarter of 2014 | 3rd quarter of 2013 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Operating activities | |||||||||
| Cash flow from operating activities (1) | 12,597,934 | 6,980,890 | 5,647,549 | 2,277,372 | |||||
| Investment activities | |||||||||
| Collections relating to: | |||||||||
| Fixed assets | - | 379,797 | - | 379,797 | |||||
| Interest and similar income | 200,609 | 152,025 | 86,306 | 12,545 | |||||
| Loans granted | - | - | - | - | |||||
| Dividends | 420,000 | 620,609 | 100,000 | 631,822 | - | 86,306 | - | 392,342 | |
| Payments relating to: | |||||||||
| Investments | 7 | (1,472,560) | (255,000) | (1,425,000) | (15,000) | ||||
| Fixed assets | (1,177,824) | (2,863,462) | (394,204) | (301,889) | |||||
| Intangible Assets | (179,196) | (2,829,580) | (475,746) | (3,594,208) | (52,483) | (1,871,687) | (155,614) | (472,503) | |
| Cash flow from investment activities (2) | (2,208,971) | (2,962,386) | (1,785,381) | (80,161) | |||||
| Financing activities | |||||||||
| Collections relating to: | |||||||||
| Loans obtained | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | - | - | 5,000,000 | 5,000,000 | |
| Payments relating to: | |||||||||
| Interest and similar costs | (4,062,928) | (3,932,698) | (1,689,229) | (2,366,916) | |||||
| Lease contracts | (447,325) | (760,138) | (135,279) | (174,460) | |||||
| Dividends | (1,025,658) | (1,025,658) | - | - | |||||
| Loans obtained | (12,850,000) | (7,750,000) | (100,000) | (2,350,000) | |||||
| Supplementary capital | - | (18,385,911) | - | (13,468,494) | - | (1,924,508) | - | (4,891,376) | |
| Cash flow from financing activities (3) | (13,385,911) | (8,468,494) | (1,924,508) | 108,624 | |||||
| Cash and its equivalents at the beginning of the period | 7 | 7,446,155 | 9,002,300 | 2,512,416 | 2,246,475 | ||||
| Changes in exchange rates | 1,841 | - | 972 | - | |||||
| Variation of cash and its equivalents: (1)+(2)+(3) | (2,996,948) | (4,449,990) | 1,937,660 | 2,305,835 | |||||
| Cash and its equivalents at the end of the period | 7 | 4,451,048 | 4,552,310 | 4,451,048 | 4,552,310 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
Cofina, SGPS, S.A. ("Cofina" or "Company"), is a public capital company, with headquarters located at Rua General Norton de Matos, 68, r/c, in Porto, and is the Parent company of a group of companies detailed in Note 4, commonly designated as "Cofina Group" which develop their activity in the media sector, mainly dedicated to written press. Its shares are listed in the NYSE Euronext Lisbon Stock Exchange.
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", "TV Guia", "Flash!" and "GQ", among others.
During the nine month periods ended as of 30 September 2014, 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).
Cofina Group 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. 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.
The accompanying consolidated financial statements have been prepared under the going concern assumption.
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 2014 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 2013.
During this period there were no changes in accounting policies nor were detected any material errors relating to previous periods.
AS OF 30 SEPTEMBER 2014
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
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 2014 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent Company: Cofina, SGPS, S.A. |
Porto | Investment management | |
| Cofina Media Group Cofina Media, SGPS, S.A. ("Cofina Media") Presselivre – Imprensa Livre, S.A. ("Presselivre") Edisport – Sociedade de Publicações, S.A. |
Lisbon Lisbon Lisbon |
100% 99.44% 100% |
Investment management Newspapers and magazine publication Newspapers publication |
| ("Edisport") Edirevistas – Sociedade Editorial, S.A. ("Edirevistas") |
Lisbon | 99.46% | Magazines publication |
| Mediafin, SGPS, S.A. ("Mediafin") | Lisbon | 100% | Investment management |
| Metronews – Publicações, S.A. ("Metronews") | Lisbon | 59% | Newspapers publication |
| Grafedisport – Impressão e Artes Gráficas, S.A. ("Grafedisport") |
Queluz | 100% | Newspapers print |
| Web Works – Desenvolvimento de Aplicações· para Internet, S.A. ("Web Works") |
Lisbon | 100% | 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 | 100% | Events promotion and organization |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") |
São Paulo, Brazil | 80% | Communication and advertising services |
| Efe Erre Participações, SGPS, S.A. ("FR") | Porto | 100% | Investment management |
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 2014 are as follows:
| Designation | Headquarters | Percentage Participation held |
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 |
23.92% | - | Investment management |
| Mercados Globais – Publicação de Conteúdos, Lda. | V.N.Gaia | 50% | - | Management of services and promotion of a financial forum on the internet |
The associated company VASP was included in the consolidated financial statements in accordance with the equity method. The other companies are recorded at cost less accumulated impairment losses.
(Amounts expressed in Euro)
The acquisition cost of the associated companies and their book value as of 30 September 2014 are as follows:
| Designation | Acquisition cost |
Book value |
Equity | Net result |
|---|---|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 3,697,085 | € 9,831,253 | € 658,428 |
| Destak Brasil – Editora, S.A. (a) | - | - | R\$ (400,835) | R\$ (794,998) |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 299,064 | € 500 | R\$ 1,046,496 | R\$ (920,264) |
| Mercados Globais – Publicação de Conteúdos, Lda. | € 72,000 | - | (b) | (b) |
(a) – investment held by the associated Destak Brasil – Empreendimentos e Participações, S.A.
(b) –financial information not available.
As of 30 September 2014 and 31 December 2013 the caption "Investments in associated companies" can be detailed as follows:
| 30.09.2014 | 31.12.2013 | |
|---|---|---|
| Financial Investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 3,697,085 | 3,797,659 |
| Advances on account of financial investments | 1,425,000 | - |
| Destak Brasil – Empreendimentos e Participações, S.A. | 154,535 | 154,535 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 5,348,620 | 4,024,194 | |
| Accumulated impairment losses on investments in associated companies | (226,035) | (226,035) |
| 5,122,585 | 3,798,159 |
As of September 30, 2014, the caption "Advances on account of financial investments" refers to advances for the acquisition of the remaining participations on Metronews and Transjornal.
As of 30 September 2014 and 31 December 2013 the Group has available for sale investments corresponding to minority investments, for which the Group has recorded impairment losses in previous periods, showing on those dates a net amount of 8,570 Euro. As of 30 September 2014 and 31 December 2013, the total value of investments for which impairments of the same amount were recorded amounts to 877,942 Euro.
During the nine months periods ended as of 30 September 2014 and 2013, the movement in the caption "Goodwill" fully refers to the changes in exchange rates in the nine months periods then ended of the Goodwill of the subsidiary Adcom Media.
(Amounts expressed in Euro)
The movement occurred in deferred tax assets in the nine months periods ended as of 30 September 2014 and 2013 was as follows:
| Deferred tax assets | |||
|---|---|---|---|
| 30.09.2014 | 30.09.2013 | ||
| Opening balance | 4,697,703 | 5,588,538 | |
| Effects in the income statement: | |||
| Increase/(Decrease) in tax losses carried forward | 2,545,654 | 14,257 | |
| Aumento/(Redução) de provisões e perdas por imparidade de activos | - | ||
| Prior year tax correction following changes in tax rules | (2,581,334) | (1,542,829) | |
| Effects in equity: | |||
| Fair value of derivative instruments | (89,923) | (99,058) | |
| Closing balance | 4,572,100 | 3,960,908 | |
Tax expenses recorded in the income statements for the nine months periods ended as of 30 September 2014 and 2013 are detailed as follows:
| 30.09.2014 | 30.09.2013 | |
|---|---|---|
| Current Tax | ||
| Income tax for the period | 2,055,331 | 838,719 |
| Excess/(Insufficiency) of prior years income tax | (135,234) | 42,145 |
| Provision for tax claims | - | 1,006,000 |
| Income tax restitution | (1,105,424) | - |
| Deferred taxes | 35,680 | 1,528,572 |
| 850,353 | 3,415,436 |
As of 30 September 2014, disputes with the Portuguese tax authorities ("Autoridade Tributária e Aduaneira" or "AT") were still in progress following a Corporate Income Tax inspection with an original amount of, approximately, 13 million Euro being challenged by the tax authorities. Under the adhesion of the Group to the Tax and Social Security Debts' Regularization Exceptional Regime, approved by the Decree-Law n.º 151- A/2013, of October 31 ("RERD"), the Group paid voluntarily, during the year ended as of December 31, 2013, an amount of 2,000,000 Euro, with the corresponding exemption of default and penalty interests and other costs of the tax process. Under that same regime the Group requested AT the offset of part of the amounts challenged related with that inspection with credits that the Group had over the AT, having obtained, in the first semester of 2014, the approval of the requirement in the amount of, approximately, 5,700,000 Euro. Consequently, the amount of the unresolved contingency, as of 30 September 2014, is, approximately 5,300,000 Euro.
In order to cope with these disputes (including interests and fines), the Group recorded provisions, in past years, in the amount of 7,595,000 Euro, which correspond to the best estimate made by the Board of Directors, supported by their legal and tax advisers, of the impact that might outcome from the ongoing tax claims.
(Amounts expressed in Euro)
As of 30 September 2014, as of 31 December 2013, and as of 30 of September of 2013, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.09.2014 | 31.12.2013 | 30.09.2013 | |
|---|---|---|---|
| Cash | 53,186 | 57,960 | 77,524 |
| Bank deposits repayable on demand | 11,366,192 | 7,258,307 | 5,095,063 |
| Bank deposits repayable in less than 3 months | - | 3,000,000 | 3,001,000 |
| Cash and cash equivalents in accordance with the balance sheet | 11,419,378 | 10,316,267 | 8,173,587 |
| Bank overdrafts (Note 9) | (6,968,330) | (2,870,112) | (3,621,277) |
| Cash and cash equivalents | 4,451,048 | 7,446,155 | 4,552,310 |
During the nine months period ended as of 30 September 2014, payments relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Cofina - Eventos e Comunicação S.A. (*) | 317,560 | 47,560 |
| Advances on account of financial investments | 1,425,000 | 1,425,000 |
| 1,742,560 | 1,472,560 |
(*) acquisition of an additional investment of 30% in share capital
During the nine months period ended as of 30 September 2013, payments relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Adcom Media – Anúncios e Publicidade S.A. (*) | 320,000 | 255,000 |
| 320,000 | 255,000 | |
| (*) acquired in previous periods |
As of 30 September 2014, 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.
(Amounts expressed in Euro)
As of 30 September 2014 and 31 December 2013, the caption "Bank loans" was made up as follows:
| 30.09.2014 | ||||
|---|---|---|---|---|
| Book value | Nominal Value | |||
| Current | Non Current | Current | Non Current | |
| Bank overdrafts (Note 7) | 6,968,330 | - | 6,968,330 | - |
| Bank loans | 3,108,701 | 6,000,000 | 3,000,000 | 6,000,000 |
| 10,077,031 | 6,000,000 | 9,968,330 | 6,000,000 | |
| 31.12.2013 | ||||
| Book value | Nominal Value | |||
| Current | Non Current | Current | Non Current | |
| Bank overdrafts (Note 7) Bank loans |
2,870,112 4,137,353 |
- 9,000,000 |
2,870,112 4,000,000 |
- 9,000,000 |
| 7,007,465 | 9,000,000 | 6,870,112 | 9,000,000 |
As of 30 September 2014 and 31 December 2013, the caption "Other loans" was made up as follows:
| 30.09.2014 | |||||
|---|---|---|---|---|---|
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bond loans | - | 48,699,523 | - | 50,000,000 | |
| Commercial paper | 14,036,427 | - | 14,000,000 | - | |
| 14,036,427 | 48,699,523 | 14,000,000 | 50,000,000 | ||
| 31.12.2013 | |||||
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bond loans | - | 49,041,611 | - | 50,000,000 | |
| Commercial paper | 17,900,832 | - | 17,850,000 | - | |
| 17,900,832 | 49,041,611 | 17,850,000 | 50,000,000 |
As of 30 September 2014, this caption refers to a bond loan named "Obrigações Cofina SGPS – 2013/2019", amounting to 50,000,000 Euro, issued by Cofina SGPS, S.A. stated in accordance with the effective interest rate method, with a book value of 48,699,523 Euro. This loan, according to its terms, matures on September 28, 2019.
The main features of this loan are as follows:
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
The liability caption "Commercial paper" relates to two commercial paper programs, in the maximum amounts of 15,000,000 Euro and 7,000,000 Euro, with guaranteed subscription by the banks. These commercial paper programs mature in September 2016 and January 2015, respectively, and bear interest at market rates.
Regarding the first commercial paper program, with maturity as of September 25, 2016, as it can be terminated by any of the parts, in each annual term date of the program, it was classified as current.
The liability caption "Bank loans" relates to a bank loan celebrated in March 2012, which bears interests at market rates and that will be reimbursed until 15 October 2016. The reimbursement plan of the nominal amount of this loan is as follows:
| 30.09.2014 | |
|---|---|
| 2015 | 1,000,000 |
| 2016 | 5,000,000 |
| 6,000,000 | |
| Short term | 3,000,000 |
| 9,000,000 | |
As of 30 September 2014 and 31 December 2013, 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:
| 30.09.2014 | 31.12.2013 | |
|---|---|---|
| Year n+1 | 29,326 | 24,482 |
| Year n+2 | - | 10,914 |
| 29,326 | 35,396 | |
| Short term | 102,318 | 452,993 |
| 131,644 | 488,389 |
AS OF 30 SEPTEMBER 2014
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
As of 30 September 2014, this caption is made of interest rate swaps related to the Group's financing loans. As these derivatives fulfil 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.
The movement in these derivatives for the nine months periods ended as of 30 September 2014 and 2013 can be presented as follows:
| 30.09.2014 | |||||
|---|---|---|---|---|---|
| "Market-to market" |
Accrued interest |
Market-to-market net of accrued interest |
Deferred tax assets |
Net Value | |
| Opening balance | 495,474 | (128,442) | 367,032 | 89,923 | 277,109 |
| Increases / (decreases) | (495,474) | N/A | (367,032) | (89,923) | (277,109) |
| Closing balance | - | - | - | - | - |
| 30.09.2013 | |||||
| "Market-to market" |
Accrued interest |
Market-to-market net of accrued interest |
Deferred tax assets |
Net Value | |
| Opening balance | 992,890 | (126,878) | 866,012 | 229,493 | 636,519 |
| Increases / (decreases) | (500,680) | N/A | (373,802) | (99,057) | (274,745) |
| Closing balance | 492,210 | - | 492,210 | 130,437 | 361,773 |
As of 30 September 2014 the derivative financial instruments contracts held by the Group are matured.
The financial income and expenses for the nine months periods ended as of 30 September 2014 and 2013 are made up as follows:
| 30.09.2014 | 30.09.2013 | |
|---|---|---|
| Financial expenses | ||
| Interest paid | 2,799,727 | 1,687,741 |
| Interests related with derivatives | 371,314 | 374,534 |
| Commissions | 486,584 | 424,731 |
| Other financial expenses | 30,022 | 50,602 |
| 3.687.647 | 2,537,608 | |
| Financial income | ||
| Interest received | 199,968 | 90,797 |
| Gains and losses in associated companies | ||
| Equity Method | 319,426 | 378,169 |
| 519,394 | 468,966 |
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
The main balances with related parties at September 30, 2014 and 2013 and the main transactions with these entities during the periods then ended, are detailed as follows:
| 30.09.2014 | ||||
|---|---|---|---|---|
| Transactions | Sales and other income |
Services rendered | Acquisition of goods and services |
|
| VASP – Sociedade de Transportes e Distribuições, Lda. | 42,908,462 | - | 397,320 | |
| Destak Brasil Editora, S.A. | - | 2,964,197 | - | |
| 42,908,462 | 2,964,197 | 397,320 | ||
| Balances | Accounts receivable | Accounts payable | Sales to invoice |
|
| VASP – Sociedade de Transportes e Distribuições, Lda. | 145,798 | 54,760 | 4,838,072 | |
| Destak Brasil Editora, S.A. | 453,649 | - | - | |
| Destak Brasil - Empreendimentos e Participações, S.A. | - | 473,148 | - | |
| 599,447 | 527,908 | 4,838,072 |
| 30.09.2013 | ||||
|---|---|---|---|---|
| Transactions | Sales and other income |
Services rendered | Acquisition of goods and services |
|
| VASP – Sociedade de Transportes e Distribuições, Lda. | 44,502,883 | - | 474,064 | |
| Destak Brasil Editora, S.A. | - | 2,652,181 | - | |
| 44,502,883 | 2,652,181 | 474,064 | ||
| Balances | Accounts receivable | Accounts payable | Sales to invoice |
|
| VASP – Sociedade de Transportes e Distribuições, Lda. | 53,599 | 189,113 | 5,205,000 | |
| Destak Brasil Editora, S.A. | 1,212,008 | - | - | |
| Destak Brasil - Empreendimentos e Participações, S.A. | - | 529,100 | - | |
| 1,265,606 | 718,213 | 5,205,000 |
Sales and services rendered to associated companies during the nine months periods ended as of 30 September 2014 and 2013 relate mainly 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.
The services rendered to associated companies during the nine months periods ended as of 30 September, 2014 and 2013 correspond to the sale of advertising of the subsidiary Adcom Media (Note 4).
Apart from companies included in the consolidation (Note 4), the entities considered related to September 30, 2014 can be presented as follows:
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
The Board of Directors of Cofina, SGPS, SA on September 30, 2014 was composed as follows:
Paulo Jorge dos Santos Fernandes João Manuel Matos Borges de Oliveira Pedro Macedo Pinto de Mendonça Domingos José Vieira de Matos Ana Rebelo Mendonça Pedro Miguel Matos Borges de Oliveira
As of 30 September 2014, Cofina had provided guarantees as follows:
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
c) Pledge of 25,350 shares of Edisport – Sociedade de Publicações, S.A., in favor of Portuguese tax authorities ("Autoridade Tributária e Aduaneira"), as a guarantee for tax claims.
As of 30 September 2014 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 498,000 Euro, mainly in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 63,500,000 Euro.
Earnings per share for the nine months periods ended as of 30 September 2014 and 2013 were determined taking into consideration the following amounts:
| 30.09.2014 | 30.09.2013 | |
|---|---|---|
| Net profit considered to compute basic and diluted earnings | 4,703,263 | 1,553,943 |
| Weighted average number of shares used to compute basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: | ||
| Basic | 0,05 | 0,02 |
| Diluted | 0,05 | 0,02 |
According to the source and nature of the income generated by the Group, the following segments were considered:
Since the Group mainly operates in the domestic market, geographic segments are not reported.
The information for the nine months periods ended as of 30 September 2014 and 2013 is detailed as follows:
| Eliminations and consolidations |
||||
|---|---|---|---|---|
| 30.09.2014 | Newspapers | Magazines | adjustments | Tota |
| Net operating income | 62,827,208 | 15,527,939 | - | 78,355,147 |
| Operating Cash-flow - EBITDA (a) | 10,785,160 | 213,013 | - | 10,998,173 |
| Operating profit | 8,593,965 | 183,331 | - | 8,777,296 |
| Eliminations and | ||||
|---|---|---|---|---|
| consolidations | ||||
| 30.09.2013 | Newspapers | Magazines | adjustments | Tota |
| Net operating income | 62,537,412 | 16,054,910 | - | 78,592,322 |
| Operating Cash-flow - EBITDA (a) | 10,601,043 | (855,984) | - | 9,745,059 |
| Operating profit | 7,935,824 | (887,025) | - | 7,048,799 |
(a) – Earnings before interest, taxes, depreciation and amortization
Relating to the year ended 31 December 2013, the Board of Directors proposed, in its annual report, that the net individual profit of Cofina, S.G.P.S., S.A., in the amount of 5,093,237.89 Euro would be transferred to caption "Other reserves", having that proposal been approved in the General Shareholders' Meeting held as of 24 April 2014.
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
Furthermore, the Board of Directors, proposed the distribution of dividends amounting to 1,025,658.36 Euro, which corresponds to a dividend of 0.01 Euro per share. This dividend was also approved in the General Shareholders Meeting of 24 April 2014.
The interim financial statements as of September 30, 2014 were approved by the Board of Directors and authorized for issue on 28 October of 2014.
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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