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Cofina SGPS

Earnings Release Nov 21, 2014

9978_10-q_2014-11-21_e2269bd0-d1a1-4cad-a884-58540f29fda6.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

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:

Accumulated profit of € 4.7 million at the end of September 2014

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.

Results for the third quarter of 2014

(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:

Newspaper Segment

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.

Magazines Segment

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

CONSOLIDATED STATEMENTS OF FINANCIAL INFORMATION FOR THE PERIODS ENDED 30 SEPTEMBER 2014 AND 31 DECEMBER 2013 (Translation of financial statements originally issued in Portuguese - Note 19)

(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

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURES FOR THE NINE AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2014 AND 2013 (Translation of financial statements originally issued in Portuguese - Note 19) (Amounts expressed in Euro)

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2014 AND 2013(Translation of financial statements originally issued in Portuguese - Note 19) (Amounts expressed in Euro)

Att
ribu
tab
le t
ity
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(
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Tot
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No
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n-c
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Tot
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Bal
f 1
Jan
201
3
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25,
641
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9
15,
874
,83
5
5,4
09,
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(
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3,9
86,
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13,
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6
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1
Ap
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12:
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nin
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- - -
Div
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ute
- - - (
)
1,0
25,
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- (
)
1,0
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39,
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(
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Ch
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Bus
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- - - (
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264
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264
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55,
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320
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56,
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Bal
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Se
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25,
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15,
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(
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4,6
81,
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17,
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,80
1
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,94
0
18,
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,74
1
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13:
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55,
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56,
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Bal
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Se
mb
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25,
641
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9
15,
874
,83
5
5,4
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(
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21,
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,19
6
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,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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2014 AND 2013 (Translation of financial statements originally issued in Portuguese - Note 19)

(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

CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2014 AND 2013 (Translation of financial statements originally issued in Portuguese - Note 19)

(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

AS OF 30 SEPTEMBER 2014

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

(Amounts expressed in Euro)

1. INTRODUCTION

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.

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 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.

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.

AS OF 30 SEPTEMBER 2014

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

(Amounts expressed in Euro)

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 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.

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2014 (Translation of financial statements originally issued in Portuguese - Note 19)

(Amounts expressed in Euro)

Investments in associated companies

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.

Investments available for sale

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.

5. GOODWILL

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.

AS OF 30 SEPTEMBER 2014

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

(Amounts expressed in Euro)

6. INCOME TAXES

Deferred taxes

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

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.

AS OF 30 SEPTEMBER 2014

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

(Amounts expressed in Euro)

7. CASH AND CASH EQUIVALENTS

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

8. SHARE CAPITAL

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.

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2014 (Translation of financial statements originally issued in Portuguese - Note 19)

(Amounts expressed in Euro)

9. BANK AND OTHER LOANS

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

Bond loans

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:

  • Issuer Cofina, SGPS, S.A.;
  • Nominal value 50,000,000 Euro;
  • Subscription date 27 September 2013;
  • Maturity 28 September 2019;

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2014

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

(Amounts expressed in Euro)

  • Reimbursement at par, on interest payment dates, in three equal installments, as of 28 September 2017, 28 September 2018 and 28 September 2019;
  • Interest postponed, corresponding to 6 month Euribor plus a spread of 3.8%.

Commercial paper

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.

Bank loans

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

10. LEASING

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)

11. DERIVATIVE FINANCIAL INSTRUMENTS

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.

12. FINANCIAL RESULTS

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

AS OF 30 SEPTEMBER 2014

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

(Amounts expressed in Euro)

13. RELATED PARTIES

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).

Related entities

Apart from companies included in the consolidation (Note 4), the entities considered related to September 30, 2014 can be presented as follows:

  • Altri, SGPS, S.A.
  • Alteria, SGPS, S.A.
  • Altri Energias Renováveis, SGPS, S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 2014

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

(Amounts expressed in Euro)

  • Altri, Participaciones Y Trading, S.L.
  • Altri Sales, S.A.
  • Storax 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.
  • Actium Capital, 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.
  • Ramada Aços, S.A.
  • F. Ramada Investimentos, SGPS, S.A.
  • Storage Solutions, 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.
  • Jardins de França, S.A.
  • Livre Fluxo, SGPS, S.A.
  • Malva Gestão Imobiliária, S.A.
  • Pedro Frutícola, Sociedade Frutícola, S.A.
  • Prestimo Prestígio Imobiliário, S.A.
  • Promendo, SGPS, S.A.
  • Altri Florestal, 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, S.A.
  • Valor Autêntico, SGPS, S.A.
  • Viveiros do Furadouro Unipessoal, Lda.

Board of Directors:

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

14. RESPONSIBILTIES FOR GUARANTEES PROVIDED

As of 30 September 2014, 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, to a maximum of 8,000,000 Euro, granted by Banco BPI, S.A., which outstanding debt, as of 30 September 2014, amounts to 4,309,347 Euro.
  • 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 2,000,000 Euro as of 30 September 2014 (Note 9);

AS OF 30 SEPTEMBER 2014

(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.

15. EARNINGS PER SHARE

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

16. 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 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

17. NET PROFIT / (LOSS) APPROPRIATION

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 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.

18. FINANCIAL STATEMENTS APPROVAL

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.

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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