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Cofina SGPS

Earnings Release Nov 27, 2015

9978_10-q_2015-11-27_c2f7505d-abde-4fe0-91b8-b85bf4cdd6c3.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 '15 FINANCIAL INFORMATION (not audited)

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

The consolidated financial information of Cofina for the 3rd quarter of 2015, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), can be presented as follows:

(amounts in thousand Euro) 3Q 2015 3Q 2014 Var (%)
Operating income 25,368 26,948 3Q15/3Q14
-5.9%
Circulation 14,741 14,891 -1.0%
Advertising 7,772 8,356 -7.0%
Alternative marketing products and others 2,855 3,701 -22.9%
Operating income by segments 25,368 26,948 -5.9%
Newspapers 20,279 21,117 -4.0%
Magazines 5,089 5,831 -12.7%
Operating expenses (a) 21,478 23,099 -7.0%
Consolidated EBITDA (b) 3,890 3,849 1.1%
EBITDA margin 15.3% 14.3% +1.1 p.p.
Newspapers EBITDA 3,711 3,376 9.9%
Newspapers EBITDA margin 18.3% 16.0% +2.3 p.p.
Magazines EBITDA 179 473 -
Magazines EBITDA margin 3.5% 8.1% -4.6 p.p.
Amortisation and depreciation (-) 721 741 -2.7%
EBIT 3,169 3,108 2.0%
EBIT margin 12.5% 11.5% +1.0 pp
Net financial income (740) (840) -
Income before taxes and non-controlling interests 2,429 2,268 7.1%
Income taxes 914 698 30.9%
Non-controlling interests - 34 -100.0%
Net consolidated profit / loss (c) 1,515 1,536 -1.4%

(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 2015 was characterized by a decrease of revenue, with special focus on the decline in advertising revenue, which was less than the decrease of costs. In absolute terms, revenues decreased by 1.58 million Euro, while costs were reduced by approximately 1.61 million Euro. Thus, in the third quarter of 2015, EBITDA registered an increase of 1.1%, reaching 3.9 million Euro.

Advertising revenue reached 7.8 million Euro which represents a decrease of 7%. Circulation revenue recorded a slight decline (-1%), to 14.7 million Euro. Revenue from alternative marketing products and other amounted to 2.9 million Euro recording a decrease of 23%.

Profit before tax registered a growth of 7%, reaching 2.4 million Euro. Net profit reached 1.5 million Euro.

Newspapers Segment

(amounts in thousand Euro) 3Q 2015 3Q 2014 Var (%)
3Q15/3Q14
Consolidated operating income 20,279 21,117 -4.0%
Circulation 11,743 11,398 3.0%
Advertising 6,185 6,492 -4.7%
Alternative marketing products and others 2,351 3,227 -27.1%
Operating expenses (a) 16,568 17,741 -6.6%
Consolidated EBITDA (b) 3,711 3,376 9.9%
EBITDA margin 18.3% 16.0% +2.3 p.p.

(a) Operating expenses excluding amortisation

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

The newspapers segment of Cofina recorded, in the third quarter of 2015, total revenues of 20.3 million Euro, which represents a decrease of 4% when compared with the last year's homologous period. The advertising income recorded a decrease of 5% reaching 6.2 million Euro and revenue related to alternative marketing products and others recorded a decrease of 27%, reaching approximately 2.4 million Euro.

Circulation revenue increased 3% reaching 11.7 million Euro.

The implemented policies of control and rationalization of costs led to a cost decrease of 1.2 million Euro (-6.6%) reaching 16.6 million Euro.

Therefore, the newspapers segment EBITDA reached in the quarter under analysis amounted to approximately 3.7 million Euro, which represents an increase of approximately 10%, when compared with the last year´s homologous period. EBITDA margin amounted to 18.3% which represents an increase of 2.3 percentage points when compared with the third quarter of 2014.

Magazines Segment

Total income from this segment reached approximately 5.1 million Euro reflecting a decrease of 13% when compared with the homologous period of 2014.

3Q 2015 3Q 2014 Var (%)
(amounts in thousand Euro) 3Q15/3Q14
Consolidated operating income 5,089 5,831 -12.7%
Circulation 2,998 3,493 -14.2%
Advertising 1,587 1,865 -14.9%
Alternative marketing products and others 504 473 6.6%
Operating expenses (a) 4,910 5,358 -8.4%
Consolidated EBITDA (b) 179 473 -
EBITDA margin 3.5% 8.1% -4.6 p.p.

(a) Operating expenses excluding amortisation

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

Circulation income recorded a decrease of 14%, having reached approximately 3 million Euro, whilst the advertising revenue decreased 15% to 1.6 million Euro. Revenue related to alternative marketing products reached approximately 0.5 million Euro, having increased 6.6%.

Therefore, EBITDA recorded in the magazines segment, in the third quarter of 2015, was 179 thousand Euro, compared to an EBITDA of 473 thousand Euro recorded in the third quarter of 2014.

Accumulated results as of September 2015

(amounts in thousand Euro) 9M 2015 9M 2014 Var (%)
9M15/9M14
Operating Income 75,365 78,355 -3.8%
Circulation 40,637 41,123 -1.2%
Advertising 24,126 26,551 -9.1%
Alternative marketing products and others 10,602 10,681 -0.7%
Operating income by segments 75,365 78,355 -3.8%
Newspapers 60,601 62,827 -3.5%
Magazines 14,764 15,528 -4.9%
Operating expenses (a) 64,619 67,357 -4.1%
Consolidated EBITDA (b) 10,746 10,998 -2.3%
EBITDA margin 14.3% 14.0% +0.2 p.p.
Newspapers EBITDA 10,982 10,785 1.8%
Newspapers EBITDA margin 18.1% 17.2% +1.0 p.p.
Magazines EBITDA -236 213 -
Magazines EBITDA margin -1.6% 1.4% -3.0 p.p.
Amortizações Correntes (-) 2,163 2,221 -2.6%
EBIT 8,583 8,777 -2.2%
EBIT margin 11.4% 11.2% +0.2 pp
Net financial income (2,756) (3,168) -13.0%
Income before taxes and non-controlling interests 5,827 5,609 3.9%
Income taxes 2,009 851 136.1%
Non-controlling interests - 55 -
Net consolidated profit / loss (c) 3,818 4,703 -18.8%

(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 accumulated profit for the first 9 months of 2015 was characterized by a decrease of revenue, with special focus on the decline in advertising revenue. Thus, in the period under analysis, EBITDA decreased 2% reaching 10.7 million Euro.

Net profit reached 3.8 million Euro.

As of September 30th, 2015 the nominal net debt of Cofina amounted 64.2 million Euro which corresponds to a decrease of 2.4 million Euro in relation to the net debt recorded on June 30th, 2015.

Oporto, October 30th, 2015 The Board of Directors

CONSOLIDATED STATEMENTS OF FINANCIAL INFORMATION FOR THE PERIODS ENDED SEPTERMBER 30, 2015 AND DECEMBER 31, 2014

(Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)

NON CURRENT ASSETS
Tangible assets
4.908.502
Goodwill
5
88.730.854
231.045
Intangible assets
4
2.902.006
Investments in associated companies
4
9.080
Investments held for sale
Investments recorded at fair value through profit and loss
13.574
Other non current debtors
350.000
5.883.466
89.316.685
489.077
3.860.407
29.498
5.482
350.000
2.578.268
102.512.883
1.872.891
9.088.161
945.464
312.548
7.115.217
Deferred tax assets
6
1.482.641
Total non current assets
98.627.702
CURRENT ASSETS
Inventories
1.456.399
Customers
8.551.437
1.071.419
State and other public entities
1.638.746
Other current debtors
Other current assets
9.284.758
Cash and cash equivalents
7
3.784.999
12.658.992
Total current assets
25.787.758
31.993.273
TOTAL ASSETS
124.415.460
134.506.156
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
Share capital
8
25.641.459
25.641.459
15.874.835
Share premium account
15.874.835
5.409.144
Legal reserve
5.409.144
Other reserves
(29.425.374)
(32.913.647)
Consolidated net profit/(loss) for the period attributable to the parent company
3.817.683
6.173.887
Equity attributable to equity holder of the parent company
21.317.747
20.185.678
Non controlling interests
-
90.981
TOTAL EQUITY
21.317.747
20.276.659
LIABILITIES
NON CURRENT LIABILITIES
9
48.965.501
Other loans
49.274.676
10
45.080
Other non current creditors
45.080
Provisions
10.695.265
10.320.480
Total non current liabilities
59.705.846
59.640.236
CURRENT LIABILITIES
7 and 9
-
Bank loans
4.732.462
Other loans
9
17.922.295
23.496.752
Suppliers
9.670.799
9.158.181
State and other public entities
3.671.466
3.065.338
10
4.195.206
Other current creditors
5.346.958
7.932.101
Other current liabilities
8.789.570
Total current liabilities
43.391.867
54.589.261
TOTAL LIABILITIES
103.097.713
114.229.497
TOTAL EQUITY AND LIABILITIES
124.415.460
134.506.156

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

FOR THE NINE AND THREE MONTHS PERIODS ENDED SEPTEMBER 30, 2015 AND 2014 CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURES

(Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)
Notes 30.09.2015 30.09.2014 3nd quarter
2015
3nd quarter
2014
Sales 40.636.708 41.122.706 14.740.619 14.890.808
Services rendered 24.125.836 26.551.216 7.771.827 8.356.604
Other operating income 10.602.537 10.681.225 2.855.123 3.700.789
Cost of sales (9.772.580) (11.109.608) (3.399.587) (3.880.089)
External supplies and services (29.775.923) (31.496.232) (9.391.932) (11.054.058)
Payroll expenses (24.475.772) (23.909.343) (8.446.719) (7.855.254)
Amortisation and depreciation (2.163.063) (2.220.877) (720.754) (740.720)
Provisions and impairment losses (356.531) (546.528) (162.241) (199.077)
Other operating expenses (238.435) (295.263) (77.657) (111.005)
Financial expenses 11 (2.757.661) (3.687.647) (739.241) (1.145.520)
Financial income 11 2.101 519.394 - 305.427
Profit / loss before income tax 5.827.217 5.609.043 2.429.438 2.267.905
Income tax 6 (2.009.534) (850.353) (914.535) (697.431)
Net consolidated profit / (loss) for the period 3.817.683 4.758.690 1.514.903 1.570.474
Attributable to:
Shareholders of the parent company 3.817.683 4.703.263 1.514.903 1.536.390
Non-controlling interests - 55.427 - 34.084
Earnings per share:
Basic 12 0,04 0,05 0,01 0,01
Diluted 12 0,04 0,05 0,01 0,01

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2015 AND 2014

(Translation of financial statements originally issued in Portuguese - Note 17) (Amounts expressed in Euro)

Attributable to equity holders of the parent company
Share Share premium Legal Other Net Non controlling Total
capital account reserve reserves profit / (loss) Total interests equity
Balance as of 1 January 2014 25.641.459 15.874.835 5.409.144 (34.335.639) 4.681.002 17.270.801 767.940 18.038.741
Appropriation of consolidated net result for 2013:
Transfer to retained earnings - - - 4.681.002 (4.681.002) - - -
Dividends distributed - - - (1.025.658) - (1.025.658) (36.750) (1.062.408)
Changes in reserves and non-controlling interests:
Other changes - - - (3.826) - (3.826) 3.823 (3)
Total comprehensive income for the period
of nine month's ending at 30 September 2014 - - - 397.616 4.703.263 5.100.879 55.427 5.156.306
Balance as of 30 September 2014 25.641.459 15.874.835 5.409.144 (30.286.505) 4.703.263 21.342.196 790.440 22.132.636
Balance as of 1 January 2015 25.641.459 15.874.835 5.409.144 (32.913.647) 6.173.887 20.185.678 90.981 20.276.659
Appropriation of consolidated net result for 2014:
Transfer to retained earnings - - - 6.173.887 (6.173.887) - - -
Dividends distributed - - - (2.051.317) - (2.051.317) (2.051.317)
Changes in reserves and non-controlling interests:
Other changes - - - 142.591 - 142.591 (90.981) 51.610
Total comprehensive income for the period
of nine month's ending at 30 September 2015 - - - (776.888) 3.817.683 3.040.795 - 3.040.795
Balance as of 30 September 2015 25.641.459 15.874.835 5.409.144 (29.425.374) 3.817.683 21.317.747 - 21.317.747

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE AND THREE MONTHS PERIODS ENDED SEPTEMBER 30, 2015 AND 2014

(Translation of financial statements originally issued in Portuguese - Note 17) (Amounts expressed in Euro)

30.09.2015 30.09.2014 3rd quarter
2015
3rd quarter
2014
Profit / (loss) for the period 3.817.683 4.758.690 1.514.903 1.570.474
Other comprehensive income:
Items that will not be reclassified to net income - - - -
Items that will be reclassified to net income
Exchange differences arising on translation of foreign operations (776.888) 120.507 (583.292) (89.890)
Changes in cash-flows hedges' fair value - 277.109 - 91.674
(776.888) 397.616 (583.292) 1.784
Total comprehensive income for the period 3.040.795 5.156.306 931.611 1.572.258
Attributable to:
Shareholders of the parent company 3.040.795 5.100.879 931.611 1.538.174
Non-controlling interests - 55.427 - 34.084

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE AND THREE MONTHS PERIODS ENDED SEPTEMBER 30, 2015 AND 2014

(Translation of financial statements originally issued in Portuguese - Note 17) (Amounts expressed in Euro)

Notes 30.09.2015 30.09.2014 3rd quarter 2015 3rd quarter 2014
Operating activities
Cash flow from operating activities (1) 8.534.865 12.597.934 5.069.356 5.647.549
Investment activities
Collections relating to:
Tangible assets 650 - - -
Interest and similar income 11.381 200.609 (10.547) 86.306
Financial investments 7 765.900 - - -
Dividends 7 234.100 1.012.031 420.000 620.609 - (10.547) - 86.306
Payments relating to:
Financial investments 7 (1.575.000) (1.472.560) - (1.425.000)
Tangible assets (956.014) (1.177.824) (596.363) (394.204)
Intangible assets (182.866) (2.713.880) (179.196) (2.829.580) (23.979) (620.342) (52.483) (1.871.687)
Cash flow from investment activities (2) (1.701.849) (2.208.971) (630.889) (1.785.381)
Financing activities
Collections relating to:
Loans obtained 9.550.000 9.550.000 5.000.000 5.000.000 2.550.000 2.550.000 - -
Payments relating to:
Interest and similar costs (3.446.587) (4.062.928) (1.994.601) (1.689.229)
Lease contracts amortisation (26.012) (447.325) (8.670) (135.279)
Dividends (2.051.317) (1.025.658) - -
(12.850.000) (11.000.000) (100.000)
Loans obtained (15.000.000) (20.523.916) (18.385.911) (13.003.271) (1.924.508)
Cash flow from financing activities (3) (10.973.916) (13.385.911) (10.453.271) (1.924.508)
Cash and its equivalents at the beginning of the period 7 7.926.530 7.446.155 9.799.803 2.512.416
Changes in exchange rates (631) 1.841 - 972
Variation of cash and its equivalents: (1)+(2)+(3) (4.140.900) (2.996.948) (6.014.804) 1.937.660
Cash and its equivalents at the end of the period 7 3.784.999 4.451.048 3.784.999 4.451.048

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

(Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)

1. INTRODUCTION

Cofina, SGPS, S.A. ("Cofina" or "Company"), is a public company, with head-office located at Rua General Norton de Matos, 68, r/c, in Oporto, 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 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" and "Flash!" among others.

During the nine month period ended as of September 30, 2015, 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 converted 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 2015 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 2014.

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.

(Translation of financial statements originally issued in Portuguese - Note 17)

(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 September 30, 2015 are as follows:

Designation Headquarters Percentage of
participation
held
Activity
Parent Company:
Cofina, SGPS, S.A. Oporto Investment management
Cofina Media Group
Cofina Media, S.A. ("Cofina Media") (a) Lisbon 100% Newspapers
and
magazine
publication,
emission of TV broadcast, production and
creation of websites for online business
development and events promotion and
organization.
Grafedisport – Impressão e Artes Gráficas, S.A.
("Grafedisport")
Lisbon 100% Newspapers print
Adcom Media – Anúncios e Publicidade S.A.
("Adcom Media")
São Paulo, Brazil 100% Communication and advertising services

a) During the nine months period ended September 30, 2015, a merger by incorporation took place between the incorporating company Cofina Media, S.A. and the merged companies Metronews – Publicações, S.A., Transjornal – Edição de Publicações, S.A. and Gratuitgadget – SGPS, Lda., having Cofina Media incorporated, with accounting effects as of 1 January 2015, all operating activities of these companies as well as the assets and liabilities of the merged companies at their book value. This merger did not produce any impact on the accompanying consolidated financial statements. Additionally, during that period, Cofina Group acquired stocks representing 0.10% of Cofina Media, S.A. equity, now owning 100% of the share capital and voting rights of the company.

During the nine months period ended September 30, 2015, the Group liquidated the subsidiary BUZ Participações Ltda. Since September 30, 2015, the company is no longer part of the consolidated perimeter.

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 September 30, 2015 are as follows:

Designation Headquarters Percentage
held
Participation 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
29.90% - 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 companies VASP and Destak Brasil were included in the consolidated financial statements in accordance with the equity method. The company Mercados Globais is recorded at cost less accumulated impairment losses.

(Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)

Investments in associated companies

The acquisition cost of the associated companies and their book value as of September 30, 2015 are as follows:

Designation Acquisition
cost
Book
value
Equity Net result
VASP – Sociedade de Transportes e Distribuições, Lda. € 6,234 € 2,902,006 € 8,706,052 € 249,586
Destak Brasil – Empreendimentos e Participações, S.A. € 299,064 € (335,720) R\$ (5,031,099) R\$ (5,761,846)
Mercados Globais – Publicação de Conteúdos, Lda. € 72,000 - (a) (a)

(a) – Financial information not available.

As of September 30, 2015 and December 31, 2014 the caption "Investments in associated companies" can be detailed as follows:

30.09.2015 31.12.2014
Financial Investment
VASP – Sociedade de Transportes e Distribuições, Lda. 2,902,006 3,792,565
Destak Brasil – Empreendimentos e Participações, S.A. - 67,842
Mercados Globais - Publicação de Conteúdos, Lda. 72,000 72,000
2,974,006 3,932,407
Impairment losses on investments in associated companies (72,000) (72,000)
2,902,006 3,860,407

Investments available for sale

As of September 30, 2015 and December 31, 2014 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 9,080 Euro and 29,498 Euro, respectively. As of September 30, 2015 and December 31, 2014, the total value of investments for which impairments of the same amount were recorded amounts to 244,439 Euro.

5. GOODWILL

During the nine months period ended as of September 30, 2015 and 2014, the movement in the caption "Goodwill" fully refers to the effect of the exchange rates' change in the Goodwill of the subsidiary Adcom Media.

(Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)

6. INCOME TAXES

Deferred taxes

The movement occurred in deferred tax assets in the nine months periods ended as of September 30, 2015 and 2014 was as follows:

Deferred tax assets
30.09.2015 30.09.2014
Opening balance 2,578,268 4,697,703
Effects in the income statement:
Increase/(Decrease) in tax losses carried forward
Correction to the taxable income of prior years due to changes in tax legislation
Concession/(Use) of tax credits
Effects in equity:
(949,564)
-
(146,063)
2,545,654
(2,581,334)
-
Fair value of derivate instruments - (89,923)
Closing balance 1,482,641 4,572,100

Tax expenses

Tax expenses recorded in the income statements for the period ended as of September 30, 2015 and 2014 are detailed as follows:

30.09.2015 30.09.2014
Current Tax
Income tax for the period 1,045,073 2,055,331
Insufficiency/(Excess) of prior years income tax (131,166) (135,234)
Restitution of income tax unduly collected in previous years - (1,105,424)
Concession/(Use) of tax credits 146,063
Others - -
Deferred taxes 949,564 35,680
2,009,534 850,353

As of September 30, 2015, disputes with the Portuguese tax authorities ("Autoridade Tributária e Aduaneira") were still in progress following a Corporate Income Tax inspection with an amount of, approximately, 20,200,000 Euro being challenged by the tax authorities. Under the adherence of the Group to the Tax and Social Security Debts' Regularization Exceptional Regime, approved by the Decree-Law no. 151-A/2013, of October 31 ("RERD"), the Group paid voluntarily, during the year ended as of 31 December 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 to the Tax Authorities the offset of part of the amounts challenged related with that inspection with credits that the Group had over the Tax Authorities (regarding Income Tax administrative and judicial appeals), having obtained, in the year ended as of December 31, 2014, the approval of the requirement in the amount of, approximately, 5,700,000 Euro. Consequently, the amount of the unresolved contingency, as of September 30, 2015, is, approximately 12,500,000 Euro.

In order to cope with these disputes, the Group recorded provisions, which correspond to the best estimate made by the Board of Directors, supported by their legal and tax advisors, of the impact that might outcome from the ongoing tax claims.

(Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)

7. CASH AND CASH EQUIVALENTS

As of September 30, 2015 and December 31, 2014, the caption "Cash and cash equivalents" can be detailed as follows:

30.09.2015 31.12.2014
Cash 62,149 59,202
Bank deposits repayable on demand 3,722,850 9,299,790
Bank deposits repayable in less than 3 months - 3,300,000
Cash and cash equivalents in accordance with the balance sheet 3,784,999 12,658,992
Bank overdrafts (Note 9) - (4,732,462)
Cash and cash equivalents 3,784,999 7,926,530

During the nine months period ended as of September 30, 2015, payments relating to investments were as follows:

Acquisitions % acquired Transaction
amount
Amount
paid
Adcom Media - Anúncios e Publicidade S.A. 20,00% 2.287.344 1.108.483
Metronews - Publicações, S.A. 41,00% 942.237 456.623
BUZ Participações Ltda. 100,00% 16.637 8.062
Gratuitgadget - SGPS, Lda. 100,00% 3.781 1.832
Destak Brasil - Empreendimentos e Participações, S.A. 5,98% 1 -
3.250.000 1.575.000

During the nine months period ended as of September 30, 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 September 30, 2015, the associated company VASP decreased its share capital in the amount of 2,297,700 Euro, distributing an additional amount of 702,300 Euro as dividends to its shareholders. As the Group holds a participation of 33% on this company, the Group received 765,900 Euro relating to the capital reduction and 234,100 Euro relating to dividends (420,000 Euro in the nine month period ended as of September 30, 2014).

8. SHARE CAPITAL

As of September 30, 2015, the Company's fully subscribed and paid up capital consisted of 102,565,836 shares without nominal value. 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 SEPTEMBER 30, 2015 (Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)

9. BANK AND OTHER LOANS

As of 31 December 2014 the caption "Bank loans" was made up exclusively of bank overdrafts (Note 7).

As of September 30, 2015 and December 31, 2014, the caption "Other loans" was made up as follows:

30.09.2015
Book value Nominal Value
Current Non Current Current Non Current
Bond loans - 48,965,501 - 50,000,000
Commercial paper 17,922,295 - 18,000,000 -
17,922,295 48,965,501 18,000,000 50,000,000
31.12.2014
Book value Nominal Value
Current Non Current Current Non Current
Bond loans - 49,274,676 - 50,000,000
Commercial paper 23,496,752 - 23,500,000 -
23,496,752 49,274,676 23,500,000 50,000,000

Bond loans

As of September 30, 2015, the non-current liability caption "Bond Loans" refers to a bond loan denominated "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 49,965,501 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 September 27, 2013;
  • Maturity September 28, 2019;
  • Reimbursement at par, on interest payment dates, in three equal instalments, as of September 28, 2017, September 2018 and September 2019;
  • Interest postponed, corresponding to 6-month Euribor plus a spread of 3.8%.

Commercial paper

The liability caption "Commercial paper" relates to three commercial paper programs, in the maximum amounts of 15,000,000 Euro, 12,000,000 Euro, and 7,000,000 Euro, with guaranteed subscription by the banks and bear interests at market rates. These commercial paper programs mature in January 2016, September 2016 and April 2020, respectively.

Regarding these programs, as they can be terminated by any of the parts, in each annual/semiannual term date of the program, they were classified as current.

(Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)

10. LEASING

As of September 30, 2015 and December 31, 2014, 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:

30.09.2015
31.12.2014
Year n+1 30,844 30,844
Year n+2 14,236 14,236
45,080 45,080
Short term 14,247 42,742
59,327 87,822

11. FINANCIAL RESULTS

The financial income and expenses for the nine months period ended as of September 30, 2015 and 2014 are made up as follows:

30.09.2015 30.09.2014
Financial expenses
Interest paid 2,001,739 2,799,727
Interests related with derivatives - 371,314
Bank commissions 320,032 486,584
Other financial expenses 49,993 30,022
Gains and losses in associated companies
Application of the Equity Method 385,897 -
2,757,661 3,687,647
Financial income
Interest received 2,101 199,968
Gains and losses in associated companies
Application of the Equity Method - 319,426
2,101 519,394

The amount reported as of September 30, 2014 as "Interests related with derivatives" regards to interests resulting of hedging interest-rate swap contracts associated to the Group loans that expired as of September 2014. As of September 30, 2015, there were no derivatives in force.

12. RESPONSIBILTIES FOR GUARANTEES PROVIDED

As of September 30, 2015, Cofina had provided guarantees as follows:

a) Pledge of 112,268,150 shares of Cofina Media, S.A. in favour of the Portuguese Tax Authority ("Autoridade Tributária") as a guarantee for the ongoing income tax enforcement claims.

As of September 30, 2015, the Cofina Media group companies assumed responsibilities for guarantees granted amounting to 719,563 Euro, mainly in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 68,500,000 Euro.

(Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)

13. EARNINGS PER SHARE

Earnings per share for the nine months period ended as of September 30, 2015 and 2014 were determined taking into consideration the following amounts:

30.09.2015 30.09.2014
Net profit taken into consideration to calculate basic and
diluted earnings per share
3,817,683 4,703,263
Weighted average number of shares used to calculate
basic earnings per share
102,565,836 102,565,836
Earnings per share:
Basic 0.04 0.05
Diluted 0.04 0.05

14. 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 September 30, 2015 and 2014 is detailed as follows:

Eliminations and
consolidations
30.09.2015 Newspapers Magazines adjustments Total
Net operating income 60,601,000 14,764,081 - 75,365,081
Operating Cash-flow - EBITDA (a) 10,982,000 (236,160) - 10,745,840
Operating profit 8,818,937 (236,160) - 8,582,777
Eliminations and
consolidations
30.09.2014 Newspapers Magazines adjustments Total
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

(a) - Operating profit + amortisation and depreciation

15. NET PROFIT / (LOSS) APPROPRIATION

Relating to the year ended 31 December 2014, 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 5,167,564.86 Euro would be distributed as dividends in the total amount of 2,051,316.72 Euro, and the remaining (3,116,248.14 Euro) transferred to "Other reserves", having that proposal been approved in the General Shareholders' Meeting held as of 14 April 2015.

16. FINANCIAL STATEMENTS APPROVAL

The interim financial statements as of September 30, 2015 were approved by the Board of Directors and authorized for issue on October 30, 2015.

(Translation of financial statements originally issued in Portuguese - Note 17)

(Amounts expressed in Euro)

17. EXPLANATION ADDED FOR TRANSLATION

These consolidated statements are a translation of financial statements originally issued in the International Accounting Standard 34 – Interim Financial Reporting, some of which may not confirm or be required to be 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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