Earnings Release • Nov 30, 2017
Earnings Release
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Public Company
Head Office: Rua do General Norton de Matos, 68, r/c – Oporto Fiscal Number 502 293 225 Share Capital: 25,641,459 Euro
This document is a translation of a document originally issued in Portuguese, prepared using accounting policies consistent with the International Financial Reporting Standards and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
The consolidated financial information of Cofina for the third quarter of 2017, prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards (IFRS), can be presented as follows:
| (Thousand Euro) | |||
|---|---|---|---|
| 3Q17 | 3Q16 | Var (%) | |
| Operational Revenues | 23,111 | 25,569 | -9.6% |
| Circulation | 12,249 | 13,991 | -12.5% |
| Advertising | 7,322 | 8,064 | -9.2% |
| Alternative marketing products and others | 3,540 | 3,514 | 0.7% |
| Operational Revenues by Segment | 23,111 | 25,569 | -9.6% |
| Newspapers | 19,713 | 21,237 | -7.2% |
| Magazines | 3,398 | 4,332 | -21.6% |
| Operational Costs (a) | 19,540 | 22,050 | -11.4% |
| Consolidated EBITDA (b) | 3,571 | 3,519 | 1.5% |
| EBITDA Margin | 15.5% | 13.8% | |
| Newspapers | 3,572 | 3,529 | 1.2% |
| Newspapers EBITDA Margin | 18.1% | 16.6% | |
| Magazines | -1 | -10 | -90.0% |
| Magazines EBITDA Margin | 0.0% | -0.2% | |
| Restructuring Costs | -450 | 0 | |
| Consolidated EBITDA after restructuring | 3,121 | 3,519 | -11.3% |
| Amortization and Depreciation (-) | 461 | 632 | -27.1% |
| EBIT | 2,660 | 2,887 | -7.9% |
| EBIT Margin | 11.5% | 11.3% | |
| Net Financial income / (loss) | -1,134 | -898 | 26.3% |
| Income before taxes | 1,526 | 1,989 | -23.3% |
| Income taxes (-) | 695 | 788 | -11.8% |
| Net Consolidated Profit / (loss) (c) | 831 | 1,201 | -30.8% |
(a) Operational Costs excluding amortization
(b) EBITDA = earnings before interest, taxes, depreciation and amortization
(c) Net Profit / (Loss) attributable to the parent company
The current period was characterized by the reinforcement of Cofina's restructuring process. Hence, excluding the non-recurring costs associated to this process during the quarter under analysis (450 thousand Euro), Cofina's EBITDA in the third quarter of 2017 recorded an increase of 1.5% comparing with the same period of the previous year, reaching approximately 3.6 million Euro.
This restructuring process consists on the optimization of the portfolio's resources, the reorganization of the newsroom and the investment in business areas with strong potential of growth, namely digital and online gaming. Thus, in September, Cofina stopped editing the fashion magazine Vogue and, in the same month, started the operation of the website Nossa Aposta (https://www.nossaaposta.pt/), an online gaming platform, of which Cofina owns 40%.
The financial indicators of A Nossa Aposta online gaming platform, although still very recent, show an upward positive trend.
It should be noted that A Nossa Aposta is consolidated under the Equity Method, thus does not have any impact in the operational revenues neither in the consolidated EBITDA of the Group.
In terms of revenues, during the third quarter of 2017, it was recorded a decrease of 10% comparing with the total revenues recorded in the third quarter of 2016, reaching around 23 million Euro: circulation revenues (-12.5%), advertising revenues (-9.2%) and alternative marketing and other revenues (+0.7%). It should also be highlighted that divestment in unprofitable titles had a negative impact in revenues evolution.
Consolidated net profit reached 0.8 million Euro, which reflects a decrease of approximately 31%.
As of September 30, 2017, Cofina's nominal net debt amounted to 53.3 million Euro, which represents a decrease of 2.7 million Euro comparing to the net debt of 56 million Euro recorded in the end of June 2017.
We now present some key financial figures of the main business segment, excluding the restructuring costs:
| (Thousand Euro) | |||
|---|---|---|---|
| 3Q17 | 3Q16 | Var (%) | |
| Operational Revenues | 19,713 | 21,237 | -7.2% |
| Circulation | 10,227 | 11,293 | -9.4% |
| Advertising | 6,411 | 6,593 | -2.8% |
| Alternative marketing products and others | 3,075 | 3,351 | -8.2% |
| Operational expenses (a) | 16,141 | 17,708 | -8.8% |
| EBITDA (b) | 3,572 | 3,529 | 1.2% |
| EBITDA margin | 18.1% | 16.6% |
(a) Operational expenses excluding amortization
(b) EBITDA = earnings before interest, taxes, depreciation and amortization
Cofina's newspapers' segment recorded, in the third quarter of 2017, total revenues of approximately 19.7 million Euro, a decrease of 7% comparing to the same period of the previous year. Revenues from circulation recorded a decrease of approximately 9% to 10.2 million Euro. The advertisement revenues recorded a decrease of 2.8%, reaching around 6.4 million Euro. Alternative marketing products revenues recorded a decrease of 8%, reaching 3.1 million Euro.
Expenses, excluding the restructuring costs, recorded a decrease of 9%. Hence, newspapers EBITDA reached approximately 3.6 million Euro, which corresponds to a raise of 1.2% comparatively to the same period of the previous year. EBITDA margin reached 18.1%, having recorded an improvement of 1.5 percentage points.
The newspapers' segment includes the results of the "Correio da Manhã TV" channel, which has consistently beaten audience records. Thus, during the first nine months of 2017, CMTV recorded a 2.4% share, being the channel with the highest audience in the cable and the fourth largest Portuguese channel behind the Free to Air, being only present in 85% of the market (since it is not present on Vodafone and Nowo platforms).
During the third quarter of 2017, total revenues of this segment reached approximately 3.4 million Euro, reflecting a decrease of approximately 22% when compared to the same period of the previous year.
| (Thousand Euro) | |||
|---|---|---|---|
| 3Q17 | 3Q16 | Var (%) | |
| Operational Revenues | 3,398 | 4,332 | -21.6% |
| Circulation | 2,022 | 2,698 | -25.1% |
| Advertising | 911 | 1,471 | -38.1% |
| Alternative marketing products and others | 465 | 163 | 185.3% |
| Operational expenses (a) | 3,399 | 4,342 | -21.7% |
| EBITDA (b) | -1 | -10 | 90.0% |
| EBITDA margin | 0.0% | -0.2% |
(a) Operational expenses excluding amortization
(b) EBITDA = earnings before interest, taxes, depreciation and amortization
Circulation revenues recorded a decrease of 25%, reaching approximately 2.0 million Euro, while advertisement revenues decrease around 38%. The revenues associated to alternative marketing product recorded a sharp increase.
As referred, following the restructuring process of the Group's portfolio, it was not renewed the contract with Condé Naste. Hence, since September, the fashion magazine Vogue stopped being published by Cofina.
The operational rationalization measures allowed the magazines' segment to achieve, in the third quarter of 2017, the operational break-even, with a negative EBITDA of only one thousand Euro.
During the first nine months of 2017, the total revenues reached approximately 67 million Euro, reflecting a decrease of 9% when compared with the same period of the previous year. EBITDA before the restructuring costs reached 9.2 million Euro.
It should be noted that, during 2017, Cofina has already incurred in restructuring costs that amount to approximately 2.5 million Euro.
The consolidated net profit in the end of September 2017 is approximately 1.5 million Euro.
| (Thousand Euro) | |||
|---|---|---|---|
| Sep 17 | Sep 16 | Var (%) | |
| Operational Revenues | 67,102 | 74,040 | -9.4% |
| Circulation | 35,059 | 39,320 | -10.8% |
| Advertising | 21,776 | 23,211 | -6.2% |
| Alternative marketing products and others | 10,267 | 11,509 | -10.8% |
| Operational Revenues by Segment | 67,102 | 74,040 | -9.4% |
| Newspapers | 56,830 | 61,142 | -7.1% |
| Magazines | 10,272 | 12,898 | -20.4% |
| Operational Costs (a) | 57,908 | 64,080 | -9.6% |
| Consolidated EBITDA (b) | 9,194 | 9,960 | -7.7% |
| EBITDA Margin | 13.7% | 13.5% | |
| Newspapers | 9,858 | 10,545 | -6.5% |
| Newspapers EBITDA Margin | 17.3% | 17.2% | |
| Magazines | -664 | -585 | -13.5% |
| Magazines EBITDA Margin | -6.5% | -4.5% | |
| Restructuring Costs | -2,450 | 0 | |
| Consolidated EBITDA after restructuring | 6,744 | 9,960 | -32.3% |
| Amortization and Depreciation (-) | 1,384 | 1,897 | -27.0% |
| EBIT | 5,360 | 8,063 | -33.5% |
| EBIT Margin | 8.0% | 10.9% | |
| Net Financial income / (loss) | -2,616 | -2,486 | 5.2% |
| Income before taxes | 2,744 | 5,577 | -50.8% |
| Income taxes (-) | 1,195 | 2,036 | -41.3% |
| Net Consolidated Profit / (loss) (c) | 1,549 | 3,541 | -56.3% |
(a) Operational Costs excluding amortization
(b) EBITDA = earnings before interest, taxes, depreciation and amortization
(c) Net Profit / (Loss) attributable to the parent company
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euros)
| ASSETS | Notes | 30.09.2017 | 31.12.2016 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 2,344,132 | 3,169,478 | |
| Goodwill | 5 | 84,777,180 | 84,777,180 |
| Intangible assets | - | 130,544 | |
| Investments in associated companies | 4 | 3,408,226 | 3,266,782 |
| Investments held for sale | 4 | 9,080 | 9,080 |
| Other non current assets | 38,792 | 32,383 | |
| Deferred tax assets | 547,120 | 547,120 | |
| Total non current assets | 91,124,530 | 91,932,567 | |
| CURRENT ASSETS | |||
| Inventories Customers |
1,404,127 8,210,592 |
1,808,928 10,223,150 |
|
| State and other public entitites | 1,694,810 | 894,477 | |
| Other current debtors | 77,312 | 264,777 | |
| Other current assets | 5,187,627 | 7,181,278 | |
| Cash and cash equivalents | 7 | 9,842,880 | 9,403,739 |
| Total current assets | 26,417,348 | 29,776,349 | |
| TOTAL ASSETS | 117,541,878 | 121,708,916 | |
| EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' FUNDS | |||
| 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 | |
| Exchange conversion reserve | (691,254) | (594,244) | |
| Other reserves | (20,336,706) | (24,663,549) | |
| Consolidated net profit/(loss) for the period attributable to the parent company | 1,549,120 | 4,333,011 | |
| Equity attributable to equity holder of the parent company | 27,446,598 | 26,000,656 | |
| Non-controlling interests | - | - | |
| TOTAL EQUITY | 27,446,598 | 26,000,656 | |
| LIABILITIES | |||
| NON CURRENT LIABILITIES Other loans |
9 | 16,139,606 | 33,158,397 |
| Other non current creditors | 156,949 | 33,929 | |
| Provisions | 7,816,996 | 7,790,467 | |
| Total non current liabilitiess | 24,113,551 | 40,982,793 | |
| CURRENT LIABILITIES | |||
| Bank loans | 7 and 9 | 2,837,192 | - |
| Other loans | 9 | 43,767,457 | 33,546,302 |
| Suppliers | 6,198,429 | 8,773,388 | |
| State and other public entities | 4,467,950 | 3,107,294 | |
| Other current creditors | 1,252,681 | 1,420,964 | |
| Other current liabilities | 7,458,019 | 7,877,519 | |
| Total current liabilities | 65,981,729 | 54,725,467 | |
| TOTAL LIABILITIES | 90,095,280 | 95,708,260 | |
| TOTAL EQUITY AND LIABILITIES | 117,541,878 | 121,708,916 | |
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euros)
| (Amounts expressed in Euro) | |
|---|---|
| ----------------------------- | -- |
| rd Quarter 3 |
3rd Quarter | ||||
|---|---|---|---|---|---|
| Notes | 30.09.2017 | 30.09.2016 | 2017 | 2016 | |
| Sales | 35,059,356 | 39,319,984 | 12,249,746 | 13,990,987 | |
| Services rendered | 21,775,941 | 23,210,992 | 7,321,463 | 8,063,842 | |
| Other operating income | 10,266,652 | 11,509,026 | 3,539,417 | 3,514,030 | |
| Cost of sales | (7,616,161) | (9,483,066) | (2,640,105) | (3,218,090) | |
| External supplies and services | (28,672,365) | (29,590,737) | (10,016,636) | (10,207,599) | |
| Payroll expenses | (23,540,599) | (24,306,610) | (7,005,921) | (8,325,013) | |
| Amortisation and depreciation | (1,384,522) | (1,897,466) | (461,496) | (632,455) | |
| Provisions and impairment losses | (374,290) | (460,842) | (271,368) | (216,206) | |
| Other operating expenses | (154,249) | (238,920) | (55,733) | (83,424) | |
| Gains/ (losses) related with associated companies | 10 | (674,112) | (537,771) | (494,050) | (225,916) |
| Financial expenses | 10 | (1,987,748) | (1,954,414) | (660,860) | (671,622) |
| Financial income | 10 | 46,077 | 6,410 | 21,144 | 57 |
| Profit before income tax | 2,743,980 | 5,576,586 | 1,525,600 | 1,988,591 | |
| Income tax | 6 | (1,194,860) | (2,035,363) | (694,107) | (787,521) |
| Net consolidated profit / (loss) for the period | 1,549,120 | 3,541,223 | 831,493 | 1,201,070 | |
| Attributable to: | |||||
| Shareholders of the parent company | 1,549,120 | 3,561,016 | 831,493 | 1,220,863 | |
| Non-controlling interests | - | (19,793) | - | (19,793) | |
| Earnings per share: | |||||
| Basic | 12 | 0.02 | 0.03 | 0.01 | 0.01 |
| Diluted | 12 | 0.02 | 0.03 | 0.01 | 0.01 |
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euros)
| Attributable to equity holders of the parent company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Exchange | |||||||||
| Share | Share premium | Legal | conversion | Other | Net | Non controlling | Total | ||
| capital | account | reserve | reserve | reserves | profit / (loss) | Total | interests | equity | |
| Balance as of 1 January 2016 | 25,641,459 | 15,874,835 | 5,409,144 | (1,234,642) | (28,186,288) | 5,061,226 | 22,565,734 | - | 22,565,734 |
| Appropriation of consolidated net result for 2015: | |||||||||
| Transfer to retained earnings | - | - | - | - | 5,061,226 | (5,061,226) | - | - | - |
| Distributed dividends | - | - | - | - | (1,538,487) | - | (1,538,487) | - | (1,538,487) |
| Variation in reserves and non-controlling interests: | |||||||||
| Variation in consolidation perimeter | - | - | - | - | - | - | - | 25,000 | 25,000 |
| Total comprehensive income for | |||||||||
| the nine months period ended 30 September 2016 | - | - | - | 462,810 | - | 3,561,016 | 4,023,826 | (19,793) | 4,004,033 |
| Balance as of 30 September 2016 | 25,641,459 | 15,874,835 | 5,409,144 | (771,832) | (24,663,549) | 3,561,016 | 25,051,073 | 5,207 | 25,056,280 |
| Balance as of 1 January 2017 | 25,641,459 | 15,874,835 | 5,409,144 | (594,244) | (24,663,549) | 4,333,011 | 26,000,656 | - | 26,000,656 |
| Appropriation of consolidated net result for 2016 | |||||||||
| Transfer to retained earnings | - | - | - | - | 4,333,011 | (4,333,011) | - | - | - |
| Total comprehensive income for | |||||||||
| the nine months period ended 30 September 2017 | - | - | - | (97,010) | - | 1,549,120 | 1,452,110 | - | 1,452,110 |
| Others | - | - | - | - | (6,168) | - | (6,168) | - | (6,168) |
| Balance as of 30 September 2017 | 25,641,459 | 15,874,835 | 5,409,144 | (691,254) | (20,336,706) | 1,549,120 | 27,446,598 | - | 27,446,598 |
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euros)
| 30.09.2017 | 30.09.2016 | rd Quarter 3 2017 |
3rd Quarter 2016 |
|
|---|---|---|---|---|
| Profit / (loss) for the period | 1,549,120 | 3,541,223 | 831,493 | 1,201,070 |
| Other comprehensive income: Items that will be reclassified to net income: Exchange differences on translation of foreign operations |
(97,010) | 462,810 | 6,080 | (27,875) |
| Total comprehensive income for the period | 1,452,110 | 4,004,033 | 837,573 | 1,173,195 |
| Attributable to: Shareholders of the parent company Non-controlling interests |
1,452,110 - |
4,023,826 (19,793) |
837,573 - |
1,192,988 (19,793) |
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euros)
| Payments relating to: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Investments | (375,000) | (252,450) | (175,000) | - | |||||
| Tangible assets | (274,749) | (558,845) | (55,607) | (187,377) | |||||
| Intangible assets | (252,568) | (265,293) | (79,491) | (20,097) | |||||
| Loans granted | (350,000) | (1,252,317) | (100,000) | (1,176,588) | (75,000) | (385,098) | - | (207,474) | |
| Cash flow from investment activities (2) | (1,016,464) | (946,865) | (351,532) | (180,010) | |||||
| Financing activities: | |||||||||
| Collections relating to: | |||||||||
| Loans obtained | 27,000,000 | 27,000,000 | 6,750,000 | 6,750,000 | - | - | (10,572,640) | (10,572,640) | |
| Payments relating to: | |||||||||
| Interest and similar costs | (2,112,738) | (2,275,233) | (953,320) | (956,243) | |||||
| Amortisation of leasing contracts | (51,952) | (46,060) | (21,246) | (15,353) | |||||
| Dividends distributed | - | (1,538,487) | - | - | |||||
| Loans obtained | (33,674,795) | (35,839,485) | (12,015,649) | (15,875,429) | (16,668,907) | (17,643,473) | 11,486,961 | 10,515,365 | |
| Cash flow from financing activities (3) | (8,839,485) | (9,125,429) | (17,643,473) | (57,275) | |||||
| Cash and its equivalents at the beginning of the period | 7 | 9,403,739 | 8,193,580 | 20,966,972 | 3,129,923 | ||||
| Effect of currency exchange differences | (304) | (631) | - | (631) | |||||
| Variation of cash and its equivalents: (1)+(2)+(3) | (2,397,747) | (1,959,237) | (13,961,284) | 3,104,420 | |||||
| Cash and its equivalents at the end of the period | 7 | 7,005,688 | 6,233,712 | 7,005,688 | 6,233,712 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
Operating activities
Investment Activities: Collections relating to:
rd Quarter 2016
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 has its shares listed in the Lisbon Euronext Stock Exchange ("Euronext Lisbon"). Cofina is the Parent company of a group of companies detailed in Note 4, commonly designated as Cofina Group, and its main activity is the management of investments in the Media sector (written press).
The Cofina Group owns headings of reference in their respective segments, editing titles like newspapers "Correio da Manhã", "Record", "Jornal de Negócios", "Destak" and "Metro", as well as the magazines "Sábado" and "TV Guia", among others. Additionally, since the year of 2013, the Cofina Group incorporated in its portfolio of activities the television channel "CMTV".
During the period ended as of 30 September 2017, the Cofina Group developed its activity mainly in Portugal, having also some interests in Brazil, through the investment in the associated company Destak Brasil and in the subsidiary Adcom Media (Note 4).
Cofina´s consolidated financial statements are expressed in Euro (rounded to the nearest unit). This is the currency used by the Group in its operations and as such, considered the functional currency. 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 on a going concern basis.
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 2017 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 2016.
During this period, there were no changes in accounting policies nor were detected any material errors relating to previous periods.
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 2017 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent company: Cofina, SGPS, S.A. |
Porto | Investment management | |
| Cofina Media Group: | |||
| Cofina Media, S.A. ("Cofina Media") | Lisbon | 100.00% | Newspapers and magazine publication, television broadcast, production and creation of websites for online business development, events promotion and organization. |
| Grafedisport – Impressão e Artes Gráficas, S.A. ("Grafedisport") |
Queluz | 100.00% | Newspaper print |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") |
São Paulo, Brasil |
100.00% | Communication and advertising services |
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 2017 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, Brasil |
29.90% | - | Investment management | |
| A Nossa Aposta – Jogos e Apostas On-line, S.A. ("A Nossa Aposta"). |
Lisboa | 40% | - | Online gambling and betting activity |
|
| Mercados Globais – Publicação de Conteúdos, Lda. |
V.N.Gaia | 50% | - | Management of services and promotion of a financial forum on the internet |
Associated companies VASP, Destak Brasil and A Nossa Aposta were included in the consolidated financial statements in accordance with the equity method. The company Mercados Globais is recorded at acquisition cost, less impairment losses.
Investments in associated companies
The acquisition cost of the associated companies and their book value as of 30 September 2017 are as follows:
| Designation | Acquisition Cost | Book value |
|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 2,812,170 |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 299,065 | € (3,239,183) |
| A Nossa Aposta – Jogos e Apostas On-line, S.A. | € 550,000 | € 321,056 |
| Mercados Globais – Publicação de Conteúdos, Lda. | € 72,000 | - |
As of 30 September 2017 and 31 December 2016 the caption "Investments in associated companies" can be detailed as follows:
| 30.09.2017 | 31.12.2016 | |
|---|---|---|
| Financial Investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 2,812,170 | 3,073,803 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| A Nossa Aposta - Jogos e Apostas Online, S.A. | 321,056 | 192,979 |
| 3,205,226 | 3,338,782 | |
| Accumulated impairment losses on investments in associated companies | (72,000) | (72,000) |
| 3,133,226 | 3,266,782 | |
| Loans granted | ||
| Destak Brasil Empreendimentos | 275,000 | - |
| 3,408,226 | 3,266,782 |
As of 30 September 2017 and 31 December 2016 the Group has investments available for sale corresponding to noncontrolling investments in unlisted companies. The Group has recorded impairment losses to face differences to the net realizable amount, presenting this caption, as of those dates, a net book value of 9,080 Euro. As of 30 September 2017 and as of 31 December 2016 the total investments for which adjustments were made in the same value amount to 244,439 Euro.
During the nine months period ended as of 30 September 2017 there were no changes in the caption "Goodwill".
During the nine months' period ended as of 30 September 2016, the movement in the caption "Goodwill" fully refers to the changes in exchange rates in the period then ended of the Goodwill attributable to the subsidiary Adcom Media.
The income taxes recognized in the income statement at 30 September 2017 and 2016 refer mainly to the tax estimate for the period.
As of 30 September 2017, 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, 17,900,000 Euro being challenged by the tax authorities. This amount results from two corrections performed by the tax authorities: one related with the non-acceptance of a capital loss generated by a disposal of a subsidiary; and another related with the nonacceptance of deductibility of part of the dividends distributed by a subsidiary.
Under the Tax and Social Security Debts' Regularization Exceptional Regime, approved by the Decree-Law 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 31 December 2014, the approval of the requirement in the amount of, approximately, 5,700,000 Euro.
Under the State Indebtedness Reduction Special Plan, approved by the Decree-Law 67/2016, of November 3 ("PERES"), the Group paid voluntarily, during the year ended as of 31 December 2016, an amount of 3,614,561 Euro, with the corresponding exemption of default and penalty interests and other costs of the tax process.
Consequently, the amount of the unresolved contingency/tax assessment, as of 30 September 2017, amounts to, approximately, 13,500,000 Euro, from which 3 million Euro refers to the correction of the capital loss above referred and the remaining amount (10.5 million Euro) is related to the dividends correction.
The Board of Directors, supported by its legal and tax advisors, and under the process of its tax contingencies revaluation, evaluated as probable a: (i) favourable decision in the case of the dividends and (ii) an unfavourable decision in the case of the capital loss, reason why a provision in the amount of, approximately, 3,000,000 Euro was allocated to that component of the process.
Nevertheless, the Group is still in litigation with the Portuguese tax authorities regarding these two situations.
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 result from the ongoing tax claims.
As of 30 September 2017, 31 December 2016 and 30 September 2016, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.09.2017 | 31.12.2016 | 30.09.2016 | |
|---|---|---|---|
| Cash | 73,465 | 65,349 | 68,532 |
| Bank deposits repayable on demand | 9,769,415 | 9,338,390 | 6,165,180 |
| Cash and cash equivalents | - | - | - |
| Cash and bank balances | 9,842,880 | 9,403,739 | 6,233,712 |
| Bank overdraft (Note 9) | (2,837,192) | - | - |
| Cash and cash equivalents | 7,005,688 | 9,403,739 | 6,233,712 |
As of 30 September 2017, 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.
The caption "Bank loans" at 30 September 2017 refers to bank overdrafts (Note 7).
As of 30 September 2017 and 31 December 2016, the caption "Other loans" was made up as follows:
| 30.09.2017 | |||||
|---|---|---|---|---|---|
| Book value | Nominal value | ||||
| Current | Non current | Current | Non current | ||
| Bond loans | 16,666,667 | 16,139,606 | 16,666,667 | 16,666,667 | |
| Commercial paper | 27,100,790 | - | 27,000,000 | - | |
| 43,767,457 | 16,139,606 | 43,666,667 | 16,666,667 | ||
| 31.12.2016 | |||||
| Book value | Nominal value | ||||
| Current | Non current | Current | Non current | ||
| Bond loans | 16,579,199 | 33,158,397 | 16,666,667 | 33,333,333 | |
| Commercial paper | 16,967,103 | - | 17,000,000 | - | |
| 33,546,302 | 33,158,397 | 33,666,667 | 33,333,333 |
As of 30 September 2017, the 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. recorded in accordance with the effective interest rate method, with a book value of 32,806,273 Euro. This loan, according to its terms, matures on September 28, 2019.
The main features of this bond loan are as follows:
During the period ended as of 30 September 2017, the Group amortized the first instalment of this bond loan by the amount of 16,666,667 Euro, as disposed in the loan contract.
The liability caption "Commercial Paper" relates to three commercial paper programs, in the maximum amounts of 15,000,000 Euro, 5,000,000 Euro and 7,000,000 Euro, with guaranteed subscription by the banks, which bear interest at market rates. These commercial paper programs mature in September 2021, November 2018 and April 2020, respectively.
The financial income and expenses for the nine months' periods ended as of 30 September 2017 and 2016 are made up as follows:
| 30.09.2017 | 30.09.2016 | |
|---|---|---|
| 1,575,863 | 1,520,372 | |
| 393,231 | 420,864 | |
| 18,654 | 13,178 | |
| 674,112 | 537,771 | |
| 2,661,860 | 2,492,185 | |
| 46,077 | 6,410 | |
| - | - | |
| - | - | |
| 46,077 | 6,410 | |
As of 30 September 2017, 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 of the ongoing income tax claims.
As of 30 September 2017, Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 290,475 Euro related to its advertising activities and ongoing tax and civil proceedings.
Additionally, as of 30 September 2017, the Group had also given promissory notes to guarantee credit facilities amounting to 61,500,000 Euro.
Earnings per share for the nine months' periods ended as of 30 September 2017 and 2016 were determined taking into consideration the following amounts:
| 30.09.2017 | 30.09.2016 | |
|---|---|---|
| Net profit / (loss) considered for the computation of basic and diluted earnings |
1,549,120 | 3,561,016 |
| Weighted average number for shares used to compute the basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: Basic Diluted |
0.02 0.02 |
0.03 0.03 |
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 2017 and 2016 is detailed as follows:
| Consolidation | ||||
|---|---|---|---|---|
| adjustments and | ||||
| 30.09.2017 | Newspapers | Magazines | elimination | Total |
| Net operating income | 56,830,446 | 10,271,503 | - | 67,101,949 |
| Operating cash-flow - EBITDA (a) | 7,408,509 | (664,224) | - | 6,744,285 |
| Operating profit (EBIT) | 6,023,987 | (664,224) | - | 5,359,763 |
| Consolidation | ||||
|---|---|---|---|---|
| adjustments and | ||||
| 30.09.2016 | Newspapers | Magazines | elimination | Total |
| Net operating income | 61,142,002 | 12,898,000 | - | 74,040,002 |
| Operating cash-flow - EBITDA (a) | 10,544,827 | (585,000) | - | 9,959,827 |
| Operating profit (EBIT) | 8,647,361 | (585,000) | - | 8,062,361 |
(a) - Earnings before interests, taxes, depreciation and amortisation
Regarding the 2016 financial year, the Board of Directors proposed in its annual report the individual net profit of Cofina, SGPS, S.A. in the amount of 1,320,920.73 Euro to be transferred to Free Reserves, and that proposal was approved in the Shareholders' General Meeting held on April 26, 2017.
The interim financial statements as of 30 September 2017 were approved by the Board of Directors for issuance on 3 November 2017.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IFRS/IAS) as adopted by the European Union, 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 CHARTERED ACCOUNTANT THE BOARD OF DIRECTORS
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