Earnings Release • Dec 11, 2018
Earnings Release
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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 first nine months of 2018, prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards (IFRS), can be presented as follows:
| (thousand Euro) | 9M 2018 | 9M 2017 | Var (%) 9M18/9M17 |
|---|---|---|---|
| Operational Revenues | 67,217 | 67,102 | 0.2% |
| Circulation | 32,902 | 35,059 | -6.2% |
| Advertising | 20,499 | 21,776 | -5.9% |
| Alternative marketing products and others | 13,816 | 10,267 | 34.6% |
| Operational Costs (a) | 56,507 | 57,908 | -2.4% |
| Consolidated EBITDA (b) | 10,710 | 9,194 | 16.5% |
| EBITDA margin | 15.9% | 13.7% | +2.2 p.p. |
| Restructuring costs | 0 | -2,450 | |
| Consolidated EBITDA after restructuring | 10,710 | 6,744 | 58.8% |
| Current amortisation (-) | 1,257 | 1,384 | -9.2% |
| EBIT | 9,453 | 5,360 | 76.4% |
| EBIT margin | 14.1% | 8.0% | +6.1 pp |
| Net Financial income / (loss) | (2,667) | (2,616) | 1.9% |
| Income before taxes and minority interests | 6,786 | 2,744 | 147.3% |
| Income taxes | 3,094 | 1,195 | 158.9% |
| Net Consolidated Profit / (Loss) (c) | 3,692 | 1,549 | 138.3% |
(a) Operational costs excluding amortisation
(b) EBITDA = earnings before interest, taxes, depreciation and amortisation
(c) Net Profit / (Loss) attributable to the parent company's shareholders
During the first nine months of 2018, operational revenues recorded an increase of 0.2%, while operational costs decrease 2.4%. EBITDA achieved approximately 10.7 million Euro, which corresponds to a 17% increase (excluding the non-recurring restructuring costs incurred in the same period of the previous year).
It should be noted that in September 2017 the monthly fashion magazine "Vogue" ceased to be part of Cofina's portfolio. Hence, comparing the evolution of revenues recorded during the first nine months of 2018 with the revenues recorded during the first nine months of 2017, excluding this magazine, total revenues would have recorded a 2% increase.
Consolidated net profit amounted to 3.7 million Euro.
As of September 30, 2018, Cofina's nominal net debt was 43.9 million Euro, which corresponds to a decrease of 3.4 million Euro comparatively to the nominal net debt recorded in the end of June 2018.
The consolidated performance of the third quarter can be described as follows:
| (thousand Euro) | 3Q 2018 | 3Q 2017 | Var (%) 3Q18/3Q17 |
|---|---|---|---|
| Operational Revenues | 22,313 | 23,111 | -3.5% |
| Circulation | 11,668 | 12,249 | -4.7% |
| Advertising | 6,907 | 7,322 | -5.7% |
| Alternative marketing products and others | 3,738 | 3,540 | 5.6% |
| Operational Costs (a) | 18,594 | 19,540 | -4.8% |
| Consolidated EBITDA (b) | 3,719 | 3,571 | 4.1% |
| EBITDA margin | 16.7% | 15.5% | +1.2 p.p. |
| Restructuring costs | 0 | -450 | |
| Consolidated EBITDA after restructuring | 3,719 | 3,121 | 19.2% |
| Current amortisation (-) | 418 | 461 | -9.3% |
| EBIT | 3,301 | 2,660 | 24.1% |
| EBIT margin | 14.8% | 11.5% | +3.3 p.p. |
| Net Financial income / (loss) | (989) | (1,134) | -12.8% |
| Income before taxes and minority interests | 2,312 | 1,526 | 51.5% |
| Income taxes | 1,263 | 695 | 81.7% |
| Net Consolidated Profit / (Loss) (c) | 1,049 | 831 | 26.2% |
(a) Operational costs excluding amortisation
(b) EBITDA = earnings before interest, taxes, depreciation and amortisation
(c) Net Profit / (Loss) attributable to the parent company's shareholders
The third quarter of 2018 was characterized by the maintenance of the good performance of the television channel (CMTV), grounded on a flexible costs structure which is adapted to the market challenges.
Hence, in aggregated terms, the quarter under analysis recorded total revenues of 22.3 million Euro, a decrease of 3.5% over the level of revenues recorded in third quarter of 2017. In terms of captions, circulation and advertising revenues recorded decreases of 4.7% and 5.7%, respectively. On the other hand, alternative marketing products and other revenues, where the fees of CMTV's presence in the cable platforms are included, recorded a 5.6% increase, reaching 3.7 million Euro.
The performance of "Correio da Manhã TV" (CMTV) channel, which has systematically beaten audience records, has been representing an important contribution for Cofina's results. CMTV recorded an average share of 3.5% during the first nine months of 2018. CMTV is the channel with the highest audience in the cable and the fourth largest Portuguese channel, behind the three main Free to Air channels in Portugal.
Operational costs reached 18.6 million Euro, having recorded a 5% decrease.
Therefore, EBITDA reached 3.7 million Euro, which corresponds to a 4% increase over the same period of 2017. It should be noted that in the same period of the previous year there were nonrecurring costs of 450 thousand Euro related to restructuring costs. Considering the EBITDA of the third quarter of 2017 after the inclusion of these costs, the increase recorded in the EBITDA of the third quarter of 2018 is around 19%.
EBITDA margin achieved 16.7%, which corresponds to a 1.2 p.p. increase.
Consolidated net profit amounted to 1 million Euro.
It should be noted that the investment in "A Nossa Aposta" (www.nossaaposta.pt), online gaming platform which is 40% owned by Cofina, that obtained the licence to explore the sports odd-bets during the first quarter of 2017, is consolidated under the equity method, thus does not have any impact in Cofina's operational revenues neither in consolidated EBITDA.
(Translation of financial statements originally issued in Portuguese - Note 16)
(Amounts expressed in Euro)
| ASSETS | Notes | 30.09.2018 | 31.12.2017 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 2,206,443 | 2,610,984 | |
| Goodw ill | 5 | 84,777,180 | 84,777,180 |
| Intangible assets | 77,184 | 146,564 | |
| Investments in associated companies | 4 | 3,153,693 | 2,938,310 |
| Investments held for sale | 4 | 5,510 | 5,510 |
| Other non current assets | 49,099 | 42,707 | |
| Deferred tax assets | 386,176 | 386,176 | |
| Total non current assets | 90,655,285 | 90,907,431 | |
| CURRENT ASSETS | |||
| Inventories | 1,443,223 | 1,298,454 | |
| Customers | 7,944,496 | 8,926,388 | |
| State and other public entities | 1,386,986 | 3,562 | |
| Other current debtors | 1,427,145 | 203,106 | |
| Other current assets | 4,742,264 | 6,885,509 | |
| Cash and cash equivalents | 7 | 3,149,964 | 5,164,622 |
| Total current assets | 20,094,078 | 22,481,641 | |
| TOTAL ASSETS | 110,749,363 | 113,389,072 | |
| SHAREHOLDERS' FUNDS 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 | (836,827) | (757,263) | |
| Other reserves | (15,263,436) | (20,330,538) | |
| Consolidated net profit/(loss) for the period attributable to the parent company | 3,692,222 | 5,067,102 | |
| Total equity attributable to equity holder of the parent company | 34,517,397 | 30,904,739 | |
| Non-controlling interests | - | - | |
| TOTAL EQUITY | 34,517,397 | 30,904,739 | |
| LIABILITIES | |||
| NON CURRENT LIABILITIES | |||
| Other loans | 9 | - | 16,666,667 |
| Other non current creditors | 74,395 | 74,395 | |
| Provisions Total non current liabilities |
6,472,831 6,547,226 |
5,809,206 22,550,268 |
|
| CURRENT LIABILITIES | |||
| Bank loans | 7 and 9 | 1,371,276 | 1,715,159 |
| Other loans | 9 | 45,432,066 | 36,005,449 |
| Suppliers | 6,591,046 | 9,636,900 | |
| State and other public entities | 5,047,901 | 2,847,353 | |
| Other current creditors | 2,965,841 | 1,314,502 | |
| Other current liabilities | 8,276,610 | 8,414,702 | |
| Total current liabilities | 69,684,740 | 59,934,065 | |
| TOTAL LIABILITIES | 76,231,966 | 82,484,333 | |
| TOTAL EQUITY AND LIABILITIES | 110,749,363 | 113,389,072 |
The accompanying notes from an integral part of the consolidated financial statements
(Translation of financial statements originally issued in Portuguese - Note 16) (Amounts expressed in Euro)
| PERIOD ENDED AT | QUARTER ENDED AT | ||||
|---|---|---|---|---|---|
| Notes | 30.09.2018 | 30.09.2017 | 30.09.2018 | 30.09.2017 | |
| Sales | 13 | 32,902,696 | 35,059,356 | 11,668,944 | 12,249,746 |
| Services rendered | 13 | 20,498,702 | 21,775,941 | 6,906,414 | 7,321,464 |
| Other operating income | 13 | 13,815,609 | 10,266,652 | 3,737,595 | 3,539,417 |
| Cost of sales | (7,342,585) | (7,616,161) | (2,554,460) | (2,640,105) | |
| External supplies and services | (28,366,074) | (28,672,365) | (8,911,218) | (10,016,636) | |
| Payroll expenses | (20,379,500) | (23,540,599) | (6,954,108) | (7,005,921) | |
| Amortisation and depreciation | (1,257,135) | (1,384,522) | (418,746) | (461,496) | |
| Provisions and impairment losses | (257,019) | (374,290) | (89,734) | (271,368) | |
| Other operating expenses | (161,149) | (154,249) | (83,829) | (55,735) | |
| Gains / (losses) related w ith associated companies | 10 | (1,233,242) | (674,112) | (504,172) | (494,050) |
| Financial expenses | 10 | (1,454,211) | (1,987,748) | (493,911) | (660,860) |
| Financial income | 10 | 20,444 | 46,077 | 9,465 | 21,144 |
| Profit before income tax | 6,786,536 | 2,743,980 | 2,312,241 | 1,525,600 | |
| Income tax | (3,094,314) | (1,194,860) | (1,263,661) | (694,107) | |
| Net consolidated profit / (loss) for the period | 3,692,222 | 1,549,120 | 1,048,580 | 831,493 | |
| Attributable to: | |||||
| Shareholders of the parent company | 3,692,222 | 1,549,120 | 1,048,580 | 831,493 | |
| Non-controlling interests | - | - | - | - | |
| Earnings per share: | |||||
| Basic | 12 | 0.04 | 0.02 | 0.01 | 0.01 |
| Diluted | 12 | 0.04 | 0.02 | 0.01 | 0.01 |
The accompanying notes from an integral part of the consolidated financial statements
(Translation of financial statements originally issued in Portuguese - Note 16) (Amounts expressed in Euro)
| PERIOD ENDED AT | QUARTER ENDED AT | |||
|---|---|---|---|---|
| 30.09.2018 | 30.09.2017 | 30.09.2018 | 30.09.2017 | |
| Profit / (loss) for the period | 3,692,222 | 1,549,120 | 1,048,580 | 831,493 |
| Other comprehensive income: | ||||
| Items that w ill be reclassified to net income: | ||||
| Exchanges differences on translation of foreign operations | (79,564) | (97,010) | (113,615) | 6,080 |
| Total comprehensive income for the period | 3,612,658 | 1,452,110 | 934,965 | 837,573 |
| Attributable to: | ||||
| Shareholders of the parent company | 3,612,658 | 1,452,110 | 934,965 | 837,573 |
| Non-controlling interests | - | - | - | - |
The accompanying notes from 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 Euro)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS PERIOD ENDED AS OF 30 SEPTEMBER 2018 AND 2017 (Translation of financial statements originally issued in Portuguese - Note 16)
(Amounts expressed in Euro)
| Attributable to equity holders of the parent company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium account |
Legal reserve | Exchange conversion reserve |
Other reserves | Net profit / (loss) | Total | Non-controlling interests |
Total equity | |
| Balance as of 1 January 2017 Appropriation of consolidated net result for 2016: |
25,641,459 | 15,874,835 | 5,409,144 | (594,244) | (24,663,549) | 4,333,011 | 26,000,656 | - | 26,000,656 |
| Transfer to retained earnings Variation in reserves and non-controlling interests |
- | - | - | - | 4,333,011 | (4,333,011) | - | - | - |
| Other variations | - | - | - | - | - | - | - | - | - |
| Total comprehensive income of the period Balance as of 30 September 2017 |
- 25,641,459 |
- 15,874,835 |
- 5,409,144 |
(103,090) (697,334) |
- (20,330,538) |
717,627 717,627 |
614,537 26,615,193 |
- - |
614,537 26,615,193 |
| Balance as of 1 January 2018 | 25,641,459 | 15,874,835 | 5,409,144 | (757,263) | (20,330,538) | 5,067,102 | 30,904,739 | - | 30,904,739 |
| Appropriation of consolidated net result for 2017: | |||||||||
| Transfer to retained earnings | - | - | - | - | 5,067,102 | (5,067,102) | - | - | - |
| Variation in reserves and non-controlling interests | |||||||||
| Other variations | - | - | - | - | - | - | - | - | - |
| Total comprehensive income of the period | - | - | - | (79,564) | - | 3,692,222 | 3,612,658 | - | 3,612,658 |
| Balance as of 30 September 2018 | 25,641,459 | 15,874,835 | 5,409,144 | (836,827) | (15,263,436) | 3,692,222 | 34,517,397 | - | 34,517,397 |
The accompanying notes from an integral part of the consolidated financial statements
| (Amounts expressed in Euro) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| PERIOD ENDED AT | QUARTER ENDED AT | ||||||||
| Notes | 30.09.2018 | 30.09.2017 | 30.09.2018 | 30.09.2017 | |||||
| Operating activities | |||||||||
| Cash flow from operating activities (1) | 8,634,006 | 7,458,202 | 5,190,974 | 4,033,721 | |||||
| Investment activities: | |||||||||
| Receipts relating to: | |||||||||
| Interest and similar income | 70,813 | 55,853 | 21,258 | 33,565 | |||||
| Dividends distribution | - | 180,000 | - | - | |||||
| Tangible assets | 7,500 | - | 7,500 | - | |||||
| Loans conceded | 50,000 | - | - | - | |||||
| Financial investments | 81,175 | 209,488 | - | 235,853 | - | 28,758 | - | 33,565 | |
| Payments relating to: | |||||||||
| Financial investments | 7 | (550,000) | (375,000) | (250,000) | (175,000) | ||||
| Tangible assets | (606,139) | (274,749) | (418,150) | (55,607) | |||||
| Intangible assets | (355,114) | (252,568) | (197,669) | (79,491) | |||||
| Loans conceded | (270,000) | (1,781,253) | (350,000) | (1,252,317) | (200,000) | (1,065,819) | (75,000) | (385,098) | |
| Cash flow from investment activities (2) | (1,571,765) | (1,016,464) | (1,037,061) | (351,532) | |||||
| Financing activities | |||||||||
| Receipts relating to: | |||||||||
| Loans obtained | 30,000,000 | 30,000,000 | 27,000,000 | 27,000,000 | 9,500,000 | 9,500,000 | - | - | |
| Payments relating to: | |||||||||
| Interest and similar income | (1,498,072) | (2,112,738) | (683,386) | (953,320) | |||||
| Amortisation of leasing contracts | (61,174) | (51,952) | (20,391) | (21,246) | |||||
| Loans obtained | (37,172,803) | (38,732,049) | (33,674,795) | (35,839,485) | (16,668,687) | (17,372,464) | (16,668,907) | (17,643,473) | |
| Cash flow from financing activities (3) | (8,732,049) | (8,839,485) | (7,872,464) | (17,643,473) | |||||
| Cash and cash equivalents at the beginning of the period | 7 | 3,449,463 | 9,403,739 | 5,497,336 | 20,966,972 | ||||
| Exchange rate effects | (967) | (304) | (97) | - | |||||
| Variation of cash and cash equivalents: (1)+(2)+(3) | (1,669,808) | (2,397,747) | (3,718,551) | (13,961,284) | |||||
| Cash and cash equivalents at the end of the period | 7 | 1,778,688 | 7,005,688 | 1,778,688 | 7,005,688 |
The accompanying notes from an integral part of the consolidated financial statements
Cofina, SGPS, S.A. ("Cofina" or "Company") is a public company, with headquarters located at Rua General Norton de Matos, 68, r/c in Porto and has its shares listed in the Euronext Lisbon 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.
The Cofina Group owns headings of reference in their respective segments, publishing 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 2018, 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 2018 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 2017.
The Board of Directors is analysing the impact of the implementation of IFRS 16 on the Group's financial statements.
Regarding IFRS 15 and IFRS 9, the main conclusions are the following:
standards for each of them, and the Board of Directors understands that:
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 2018 and 2017 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent company: Cofina, SGPS, S.A. |
Oporto | Investment management | |
| Cofina Media Group: | |||
| Cofina Media, S.A. ("Cofina Media") | Lisbon | 100.00% | Newspapers and magazines publication, television broadcast, production and creation of website for online business development, events promotion and organisation. |
| Grafedisport – Impressão e Artes Gráficas, S.A. ("Grafedisport") |
Queluz | 100.00% | Newspapers print |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") |
São Paulo, Brazil |
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 2018 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 |
29.90% | - | Investment management | |
| A Nossa Aposta – Jogos e Apostas On-line, S.A. ("A Nossa Aposta"). |
Lisbon | 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.
The acquisition cost of the associated companies and their book value as of 30 September 2018 are as follows:
| Designation | Acquisition Cost | Book Value |
|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 3,009,857 |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 299,065 | € (2,793,306) |
| A Nossa Aposta – Jogos e Apostas On-line, S.A. | € 450,000 | € 23,836 |
| Mercados Globais – Publicação de Conteúdos, Lda. | € 72,000 | - |
As of 30 September 2018 and 31 December 2017 the caption "Investments in associated companies" can be detailed as follows:
| 30.09.2018 | 31.12.2017 | |
|---|---|---|
| Financial investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 3,009,857 | 2,842,209 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| A Nossa Aposta - Jogos e Apostas Online, S.A. | 23,836 | 96,101 |
| 3,105,693 | 3,010,310 | |
| Accumulated impairment losses on investments in associated companies | (72,000) | (72,000) |
| 3,033,693 | 2,938,310 | |
| Loans granted | ||
| Destak Brasil Empreendimentos | 120,000 | - |
| 3,153,693 | 2,938,310 |
As of 30 September 2018 and 31 December 2017 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 realisable amount, presenting this caption, as of those dates, a net book value of 5,510 Euro. As of 30 September 2018 and as of 31 December 2017 the total investments for which adjustments were made in the same value amounted to 171,754 Euro.
During the periods ended 30 September 2018 and 2017 there were no changes in the caption "Goodwill".
Income taxes recognized in the profit and loss statement at 30 September 2018 and 2017 refer to the tax estimate for the period.
As of 30 September 2018, disputes with the Portuguese tax authorities ("Autoridade Tributária e Aduaneira") were still in progress following a Corporate Income Tax inspection, over the 2007 fiscal year, 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 non-acceptance 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.
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. As of November 2018, a sentence was delivered by the Supreme Administrative Court favouring Cofina in the case of the "Dividends" (sentence which referred the matter again to the first instance court); and unfavourable decision in the case of the capital loss. In relation to the latter, the Group will appeal to the higher courts.
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 2018, 31 December 2017 and 30 September 2017, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.09.2018 | 31.12.2017 | 30.09.2017 | |
|---|---|---|---|
| Cash | 65,015 | 317,593 | 73,465 |
| Bank deposits repayable on demand | 3,084,949 | 4,847,029 | 9,769,415 |
| Total available cash within balance sheet | 3,149,964 | 5,164,622 | 9,842,880 |
| Bank overdrafts (Note 9) | (1,371,276) | (1,715,159) | (2,837,192) |
| Cash and cash equivalents | 1,778,688 | 3,449,463 | 7,005,688 |
The payment related to financial investments refers to supplementary capital granted to the associated "A Nossa Aposta".
As of 30 September 2018, the Company's fully subscribed and paid up capital consisted of 102,565,836 shares without nominal value. As of that date, Cofina, SGPS, S.A. and the Group did not hold treasury shares.
The caption "Bank loans" as of 30 September 2018 and 31 December 2017 refers to bank overdrafts (Note 7).
The detail of "Other loans" caption as of 30 September 2018 and 31 December 2017 can be presented as follows:
| 30.09.2018 | |||||
|---|---|---|---|---|---|
| Book value | Nominal value | ||||
| Current | Non current | Current | Non current | ||
| Bond loans | 16,401,401 | - | 16,666,667 | - | |
| Commercial paper | 29,030,665 | - | 29,000,000 | - | |
| 45,432,066 | - | 45,666,667 | - | ||
| 31.12.2017 | |||||
| Book value | Nominal value | ||||
| Current | Non current | Current | Non current | ||
| Bond loans | 16,505,927 | 16,666,667 | 16,666,667 | 16,666,667 | |
| Commercial paper | 19,499,522 | - | 19,500,000 | - | |
| 36,005,449 | 16,666,667 | 36,166,667 | 16,666,667 |
As of 30 September 2018, the liability caption "Bond Loans" refers to a bond loan denominated "Obrigações Cofina SGPS – 2013/2019", whose nominal value amounts to 16,666,667 Euro, issued by Cofina SGPS, S.A. and whose book value, recorded in accordance with the effective interest rate method, amounts to 16,505,927 Euro. This loan, according to its terms, matures on September 28, 2019, reason why it is classified as a current liability.
The main features of this bond loan are as follows:
The liability caption "Commercial Paper" relates to four commercial paper programs, in the maximum amounts of 15,000,000 Euro, 15,000,000 Euro, 7,000,000 Euro and 5,000,000 Euro, with guaranteed subscription by the banks, which bear interest at market rates. These commercial paper programs mature in September 2021, July 2019, April 2020 and September 2022, respectively.
The financial income and expenses for the nine months' periods ended as of 30 September 2018 and 2017 are detailed as follows:
| 30.09.2018 | 30.09.2017 | ||
|---|---|---|---|
| Financial expenses | |||
| Interest paid | 1,066,035 | 1,799,856 | |
| Commisions | 366,551 | 187,419 | |
| Other financial expenses | 21,625 | 473 | |
| Gains and losses in associated companies | |||
| Application of the equity method | 1,233,242 | 674,112 | |
| 2,687,453 | 2,661,860 | ||
| Financial income | |||
| Interest obtained | 20,444 | 46,077 | |
| 20,444 | 46,077 |
As of 30 September 2018, Cofina Group had provided guarantees as follows:
a) Pledge of 20,000,000 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 2018, Cofina Media Group had assumed responsibilities for guarantees granted amounting to 216,335 Euro related to its advertising activities and ongoing tax and civil proceedings.
Earnings per share for the nine months' periods ended as of 30 September 2018 and 2017 were determined taking into consideration the following amounts:
| 30.09.2018 | 30.09.2017 | |
|---|---|---|
| Net profit / (loss) considered for the computation of basic and diluted earnings |
3,692,224 | 1,549,120 |
| Weighted average number for shares used to compute the basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: | ||
| Basic | 0.04 | 0.02 |
| Diluted | 0.04 | 0.02 |
According to the source and nature of the income generated by the Group, the following segments were considered:
Since the Group mainly operates in the domestic market, geographic segments are not reported.
| Consolidation | ||||
|---|---|---|---|---|
| adjustments and | ||||
| 30.09.2018 | Newspapers | Magazines | elimination | Total |
| Net operating income | 58,102,513 | 9,114,494 | - | 67,217,007 |
| Operational cash-flow - EBITDA (a) | 10,608,090 | 102,590 | - | 10,710,680 |
| Operating profit (EBIT) | 9,350,956 | 102,590 | - | 9,453,546 |
| Consolidation adjustments and |
||||
|---|---|---|---|---|
| 30.09.2017 | Newspapers | Magazines | elimination | Total |
| Net operating income | 56,830,446 | 10,271,503 | - | 67,101,949 |
| Operational cash-flow - EBITDA (a) | 7,408,509 | (664,224) | - | 6,744,285 |
| Operating profit (EBIT) | 6,023,987 | (664,224) | - | 5,359,763 |
(a) – EBITDA: earnings before interests, taxes, depreciation and amortisation
Regarding 2017 financial year, the Board of Directors proposed in its annual report the individual net profit of Cofina, SGPS, S.A. in the amount of 2,818,954.40 Euro to be transferred to Free Reserves, and the proposal was approved in the Shareholders' General Meeting held on May 4th, 2018.
The interim financial statements as of 30 September 2018 were approved by the Board of Directors for issuance on 31 October 2018.
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.
COFINA, SGPS, S.A. Rua do General Norton de Matos, 68 - R/C 4050 – 424 Porto PORTUGAL Tel: + 351 22 834 65 00
www.cofina.pt
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