Interim / Quarterly Report • Sep 1, 2010
Interim / Quarterly Report
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Share capital: 25,641,459 Euros
Rua General Norton de Matos, nr. 68, Porto
Fiscal number 502 293 225
30 June 2010
| INDEX 2 |
|---|
| TO THE SHAREHOLDERS 3 |
| INTRODUCTION 3 |
| STOCK EXCHANGE EVOLUTION 4 |
| GROUP'S ACTIVITY 6 |
| DAILY GENERALIST NEWSPAPERS SEGMENT PRESENTED A DECREASE OF 12% BETWEEN JANUARY AND APRIL 2010. HOWEVER, "CORREIO DA MANHÔ MAINTAINED, DURING THIS PERIOD, THE LEADERSHIP IN PAID CIRCULATION, PRESENTING AN INCREASE OF 7.7%, WHILE ALL ITS COMPETITORS SUFFERED DECREASES ABOVE 10% 8 |
| FINANCIAL REVIEW 9 |
| SECOND SEMESTER 2010 OUTLOOK 14 |
| CORPORATE GOVERNANCE 14 |
| LEGAL MATTERS 15 |
| CLOSING REMARKS 17 |
Pursuant to the legal requirements, the Board of Directors of Cofina, S.G.P.S., S.A. (Open capital company) hereby presents its Directors' Report for the first semester of 2010.
The first semester of 2010 was marked by a slight recovery of Portuguese economy, after the deep economic and financial crisis that characterized 2009. This tenuous recovery, however, was not sufficient to bring advertising revenue of the media sector to the levels presented in previous periods.
The competition amongst the main market players kept high due to this economic context of stagnation.
In spite of all this, Cofina Media – the subsidiary that detains the investments of Cofina within this sector – has accomplished a remarkable performance, especially on the newspapers' segment. This performance was enhanced by the continuing cost reduction strategy adopted by the Group.
(Note: in order to enable a better comparison between the stock price variation and PSI 20, the index has been considered as being equal in value to the opening price of the shares in question.)
The recovery trend of 2009 was reversed as PSI-20 dropped approximately 17% on the first semester of 2010, along with the main European stock markets. This downward evolution was stimulated by factors like the crisis on the European Zone's public debt, the continuing falls of debt ratings and the austerity measures taken by governments in general; Portugal, Spain and Greece were the countries that have suffered the most due to this situation.
Cofina's shares have followed this downward trend but with an even more highlighted tone and closed the semester at a minimum of 0.81 Euro per share. During the semester, around 7.5 million of Cofina's shares were traded, representing 7% of the company's share capital, period in which a maximum of 1.25 Euro per share was reached.
The most significant events that, during the first semester 2010, affected the share price evolution were as follows:
Cofina Group currently develops its operations mainly in the media and contents segment.
The key company in this area is Cofina Media, S.G.P.S., S.A. which owns leading products in their respective segments such as the daily newspaper "Correio da Manhã", the daily sports newspaper "Record", the free newspapers "Destak" and "Metro", the newsmagazine "Sábado" as well as other titles such as "Jornal de Negócios", "Máxima", "TV Guia", "Flash!", "Vogue", "GQ", "Rotas e Destinos", "PC Guia" and "Automotor".
Currently, Cofina Media Group's structure is as follows:
As in previous periods, the first semester of 2010 was characterized by the pressure on traditional media, threatened by the access to on-line newspapers. However, this is not a vulnerable area for the Group: on one hand, Cofina has a consistent base of readers in its main newspapers; on the other hand, its presence in the areas that will potentially benefit from this change in the readers habits will allow the Group to easily replace the circulation revenues that could be lost by advertising income.
The first semester of 2010 was also marked by an adverse international economic environment, with impacts on domestic demand and on the Portuguese economic recovery. Still, Cofina managed to maintain the leadership on its main media, particularly in the daily newspaper "Correio da Manhã" and gaining market share in other headings, namely in the weekly information magazine "Sábado".
As far as it concerns the advertising market, the Group managed to keep the leadership among the main media groups:
| Advertising investment in 2010 |
Share | Advertising investment in 2009 |
Share | |
|---|---|---|---|---|
| Cofina Media | 93,950,026 | 26% | 84,036,090 | 24% |
| Controlinveste | 64,123,012 | 18% | 66,538,738 | 19% |
| Impresa | 53,578,256 | 15% | 51,763,408 | 15% |
| Impala | 25,195,241 | 7% | 21,618,101 | 6% |
Source: Mediamonitor
(standard prices in Euro accumulated as of 30 June 2010)
During the first semester of 2010 the advertising investment in Cofina Media group companies has partially recovered from an abrupt decrease that they suffered in the previous semester (an increase of 12% has been recorded after a breakdown of 19% in the previous semester). This comparison is influenced by FIFA World Cup 2010, a sports event that had a significant impact in advertising revenue in the second quarter of 2010.
In which concerns the paid circulation market, the Group reinforced the leadership that had accomplished in 2009, and was also able to increase the total number of copies sold – unlike most of the other important players who suffered significant reductions.
| Media Group | Paid circulation 2010 |
Share | Paid circulation 2009 |
Share |
|---|---|---|---|---|
| Cofina Media | 27,893,168 | 31% | 27,054,831 | 28% |
| Controlinveste | 21,108,657 | 24% | 26,558,840 | 28% |
| Impala | 9,899,193 | 11% | 10,442,301 | 11% |
| Impresa | 9,207,153 | 10% | 9,440,987 | 10% |
Source: APCT
Average number of copies sold by edition from January to April 2010
| Paid circulation | Share | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | Δ 2010/2009 | 2010 | 2009 | |
| Correio da manhã | 123,352 | 114,525 | 7.7% | 43.2% | 35.3% |
| Jornal de Notícias | 83,381 | 99,044 | -15.8% | 29.2% | 30.5% |
| 24 Horas | 16,069 | 32,913 | -51.2% | 5.6% | 10.1% |
| Público | 32,981 | 37,530 | -12.1% | 11.6% | 11.6% |
| Diário de Notícias | 29,555 | 40,374 | -26.8% | 10.4% | 12.4% |
| Market | 285,338 | 324,387 | -12.0% |
Source: APCT
Average number of copies sold by edition from January to April 2010
Daily generalist newspapers segment presented a decrease of 12% between January and April 2010. However, "Correio da Manhã" maintained, during this period, the leadership in paid circulation, presenting an increase of 7.7%, while all its competitors suffered decreases above 10%.
According to APCT (from January to April 2010), "Correio da Manhã" is the market leader with average daily sales of 123 thousand newspapers. The daily sports newspaper "Record" sold, in average, approximately 69 thousand copies per day.
On the magazines segment, weekly information magazine "Sábado" recorded weekly average sales of approximately 73 thousand copies; the TV and social life magazine "TV Guia" sold, in average, more than 73 thousand copies per week; and fashion magazine "Máxima" recorded average monthly paid circulation of 52 thousand copies.
Regarding the generalist magazines segment, there was a 2.9% decrease from January to April 2010 when compared to the homologous period of 2009. "Sábado" paid circulation decreased 8.2% but kept its second place in the segment ranking.
| Paid circulation | ||||
|---|---|---|---|---|
| 2010 | 2009 | Δ 2010/2009 | ||
| Sábado | 72,998 | 79,551 | -8.2% | |
| Visão | 103,754 | 103,000 | 0.7% | |
| Focus | 9,705 | 9,406 | 3.2% | |
| Market | 186,458 | 191,957 | -2.9% |
Source: APCT
Average number of copies sold by edition from January to April 2010
The consolidated financial information of Cofina for the 1st semester of 2010, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), can be presented as follows:
| 30.06.2010 | 30.06.2009 | Δ 2010 / 2009 | |
|---|---|---|---|
| Operating income | 66,780 | 64,756 | 3.1% |
| Operating profit (EBIT) | 8,010 | 7,543 | 6.2% |
| EBITDA | 9,932 | 9,230 | 7.6% |
| Net profit / (loss) (a) | (10,926) | 5,468 | - |
| (amounts expressed in thousand Euro) |
EBITDA = Earnings before interest, taxes, depreciation and amortization (a) - Net profit / (loss) attributable to the parent company shareholders
Operating income recorded an increase of 3.1% when compared with the homologous period, showing a slight recovery from the reduction of advertising investment suffered in 2009, due to the economic crisis. Due to the cost reduction strategy adopted by the Group in the first semester of 2009, operating profit increased more than proportionally by 6.2%. This strategy also had impact on EBITDA, which showed an increase of 7.6% when comparing with the first semester of 2009 and reached 9.9 million Euro as of 30 June 2010.
Cofina's Group nominal gross debt as of 30 June 2010 amounted to 210 million Euro, which corresponds to nominal net debt of 97.5 million Euro.
The accompanying consolidated financial statements as of 30 June 2010 present a negative consolidated equity. This is due solely to the Group's exposure to ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, SA ("Zon Multimedia") through the holding of 15,190,000 shares recorded at their market value.
It is the Board of Directors' belief that the price of Zon Multimédia at that date does not reflect the fair value of this share and the Board of Directors expects that, by the end of 2010, the consolidated equity will no longer be negative.
In more detail, the main indicators of consolidated financial statements can be detailed as follows:
| (amounts in thousand Euro) | 1H 2010 | 1H 2009 | Var (%) |
|---|---|---|---|
| Consolidated operating income | 66,780 | 64,756 | 3.1% |
| Circulation | 31,565 | 30,831 | 2.4% |
| Advertising | 27,144 | 24,801 | 9.4% |
| Alternative marketing products and others | 8,071 | 9,124 | -11.5% |
| Operating income by segments | 66,780 | 64,756 | 3.1% |
| Newspapers | 50,032 | 48,092 | 4.0% |
| Magazines | 16,748 | 16,664 | 0.5% |
| Operating expenses (a) | 56,848 | 55,527 | 2.4% |
| Consolidated EBITDA (b) | 9,932 | 9,229 | 7.6% |
| EBITDA margin | 14.9% | 14.1% | + 1,2 p.p. |
| Newspapers | 10,331 | 9,594 | 7.7% |
| Newspapers EBITDA margin | 20.6% | 19.8% | + 1,6 p.p. |
| Magazines | -399 | -365 | -9.3% |
| Magazines EBITDA margin | -2.4% | -2.2% | - 0,8 p.p. |
| Amortisation and depreciation (-) | 1,922 | 1,686 | 14.0% |
| EBIT | 8,010 | 7,543 | 6.2% |
| EBIT margin | 12.0% | 11.3% | + 1,1 pp |
| Financial profit / (loss) | (17,370) | 516 | - |
| Income before taxes and minority interests | -9,360 | 8,059 | - |
| Income taxes | 1,617 | 2,493 | -35.1% |
| Minority interests | (51) | 98 | -152.0% |
| Net consolidated profit / (loss) (c) | -10,926 | 5,041 | - |
(a) Operating expenses excluding amortisation
(b) EBITDA = Earnings before interest, taxes, depreciation and amortization
(c) Net profit/(loss) attributable to shareholders of parent company
Operating income of the first semester presented an increase of 3%, amounting the advertising revenue increase to 9.4% and the circulation revenue increase to 2.4%, which represents a significant recovery from the severe reduction in the same period of 2009 (14%), due to the economical and financial international crisis, which lead to a decrease on demand of advertising market.
Operating expenses reached 57 million Euro, which represents an increase of 2.4% when compared to the homologous period. This less than proportional increase (when compared to operating income) is due to the cost reduction strategy adopted in previous years in order to adapt the cost structure to the context of crisis, having these measures been deepened in the first semester.
Therefore, EBITDA presented an increase of 7.6%, amounting to 9.9 million Euro. EBITDA margin increased 0.6 percentage points from 14.3% in 2009 to 14.9% in 2010.
Earnings before interest and taxes (EBIT) amounted to 8 million Euro, which corresponds to an increase of 6.2% when compared to the homologous period. EBIT margin, following the trend set by EBITDA, increased 0.4 percentage points when compared to the first semester of 2009, amounting to 12%.
Net consolidated loss amounted to 10.9 million Euro, in comparison to the profit of 5.5 million Euro recorded in the first semester of 2009. This is due solely to the Group's exposure to ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, SA ("Zon Multimedia") through the holding of 15,190,000 shares recorded at their market value.
Operating income for the second quarter of 2010 reached 34.6 million Euro, an increase of 1.7% comparing with the homologous period of 2009 and an increase of 7.7% in comparison with the first quarter of 2010.
| (amounts in thousand Euro) | 2Q 2010 | 2Q 2009 | ∆ (%) |
|---|---|---|---|
| Consolidated operating income | 34,625 | 34,062 | 1.7% |
| Circulation | 15,909 | 15,604 | 2.0% |
| Advertising | 15,098 | 13,595 | 11.1% |
| Alternative marketing products and others | 3,618 | 4,863 | -25.6% |
| Operating income by segments | 34,625 | 34,062 | 1.7% |
| Newspapers | 25,951 | 25,366 | 2.3% |
| Magazines | 8,674 | 8,696 | -0.3% |
| Operating expenses (a) | 29,338 | 29,159 | 0.6% |
| Consolidated EBITDA (b) | 5,287 | 4,903 | 7.8% |
| EBITDA margin | 15.3% | 14.4% | + 0.9 p.p. |
| Newspapers | 5,543 | 5,093 | 8.8% |
| Newspapers EBITDA margin | 21.4% | 20.1% | + 1.3 p.p. |
| Magazines | -256 | -190 | 34.7% |
| Magazines EBITDA margin | -3.0% | -2.2% | - 0.8 p.p. |
| Amortisation and depreciation (-) | 963 | 841 | 14.5% |
| EBIT | 4,324 | 4,062 | 6.5% |
| EBIT margin | 12.5% | 11.9% | + 0.6 pp |
| Financial profit / (loss) | (8,048) | (2,014) | - |
| Income before taxes and minority interests | -3,724 | 2,048 | - |
| Income taxes | 485 | 1,502 | -67.7% |
| Minority interests | 12 | 118 | -89.8% |
| Net consolidated profit / (loss) (c) | -4,221 | 428 | - |
(a) Operating expenses excluding amortisation
(b) EBITDA = Earnings before interest, taxes, depreciation and amortization
(c) Net profit/(loss) attributable to shareholders of parent company
Circulation revenues increased 2% comparing with the homologous period of 2009 and 1.6% comparing with the first quarter. Advertising revenue presented an increase of 11% year on year and an increase of 25% quarter on quarter. The revenue related to alternative marketing products and others reached 3.6 million Euro, presenting a decrease of 26% year on year and 19% quarter on quarter.
Operating expenses during the second quarter of 2010 reached 29.3 million Euro, which corresponds to an increase of 0.6% in comparison to the homologous period of the previous year.
EBITDA recorded in the second quarter of 2010 reached 5.3 million Euro, an increase of 7.8% year on year and 13.8% quarter on quarter. EBITDA margin shows this optimization strategy achieving 15.3% in this quarter, a 0.9 percent points increase when comparing with the second quarter of 2009.
This segment includes the following: "Correio da Manhã", "Record","Jornal de Negócios", "Destak" and "Metro".
| 1H 2010 | 1H 2009 | Δ 2010 / 2009 | ||
|---|---|---|---|---|
| Amount | % | |||
| Operating income | 50,032 | 48,092 | 1,940 | 4.0% |
| Circulation | 23,519 | 22,070 | 1,449 | 6.6% |
| Advertising | 20,795 | 19,199 | 1,596 | 8.3% |
| Alternative marketing products and others | 5,718 | 6,823 | (1,105) | -16.2% |
| Operating expenses (a) | 39,701 | 38,498 | 1,203 | 3.1% |
| EBITDA (b) | 10,331 | 9,594 | 737 | 7.7% |
| EBITDA margin | 20.6% | 19.9% | + 0,7 pp |
(amounts in thousand Euro)
(a) Operating expenses excluding amortisations
(b) EBITDA = Earnings before interest, taxes, depreciation and amortization
During the first semester of 2010, operating income of the newspapers segment reached 50 million Euro, an increase of 4% compared with the first semester of 2009. Advertising and circulation income increased 6.6% and 8.3%, respectively. On the other hand, alternative marketing products revenue dropped 16%.
Operating expenses presented an increase of 3.1%, reaching 39.7 million Euro as of 30 June 2010.
EBITDA amounted to 10.3 million Euro, increasing 3.1% in comparison with the first semester of 2009. EBITDA margin reached 20.6%, an increase of 0.7 percent points year on year.
In the second quarter of 2010, operating income amounted to 25.9 million Euro, an increase of 2.3% year on year and an increase of 7.8% quarter on quarter.
| 2Q 2010 | 2Q 2009 | Δ 2T10 / 2T09 | 1Q 2010 | Δ 2Q10 / 1Q10 | |
|---|---|---|---|---|---|
| Operating income | 25,952 | 25,367 | 2.3% | 24,081 | 7.8% |
| Circulation | 11,907 | 11,234 | 6.0% | 11,612 | 2.5% |
| Advertising | 11,369 | 10,501 | 8.3% | 9,426 | 20.6% |
| Alternative marketing products and others | 2,676 | 3,632 | -26.3% | 3,043 | -12.1% |
| Operating expenses (a) | 20,409 | 20,274 | 0.7% | 19,293 | 5.8% |
| EBITDA (b) | 5,543 | 5,093 | 8.8% | 4,788 | 15.8% |
| EBITDA margin | 21.4% | 20.1% | + 1,3 pp | 19.9% | + 1,5 pp |
(amounts in thousand Euro)
(a) Operating expenses excluding amortisations
(b) EBITDA = Earnings before interest, taxes, depreciation and amortization
Circulation income reached, approximately, 12 million Euro, growing 6% when compared with the homologous period of 2009 and 2.5% comparing with the first quarter of 2010. On the other hand, advertising income reached 11.3 million Euro (+8.3% year on year and +20.6% quarter on quarter). Revenue from alternative marketing products and others amounted to 2.7 million Euro, presenting a decrease of 26% in comparison with the second quarter of 2009 and a decrease of 12.1% in comparison with the first quarter of 2010.
In the second quarter of 2010, EBITDA of the newspapers segment amounted to 5.5 million Euro, presenting an increase of 8.8%, in comparison with 5.1 million Euro recorded in the second quarter of 2009, and an increase of 15.8%, comparing to the first quarter of 2010. EBITDA margin overcame 21%.
This segment includes the following: "Sábado", "Tv Guia", "Flash", "Máxima", "Vogue", "Máxima Interiores", "GQ", "Automotor", "Rotas&Destinos", "PC Guia" and "Semana Informática".
| 1H 2010 | 1H 2009 | Δ 2010 / 2009 | ||
|---|---|---|---|---|
| Amount | % | |||
| Operating income | 16,748 | 16,664 | 84 | 0.5% |
| Circulation | 8,046 | 8,761 | (715) | -8.2% |
| Advertising | 6,349 | 5,602 | 747 | 13.3% |
| Alternative marketing products and others | 2,353 | 2,301 | 52 | 2.3% |
| Operating expenses (a) | 17,147 | 17,029 | 118 | 0.7% |
| EBITDA (b) | (399) | (365) | (34) | 9.3% |
| EBITDA margin | -2.4% | -2.2% | - 0,2 pp |
(amounts in thousand Euro)
(a) Operating expenses excluding amortisations
(b) EBITDA = Earnings before interest, taxes, depreciation and amortization
Operating revenue in magazines segment amounted to 16.7 million Euro (a slight increase of 0.5%). The negative evolution of circulation income (-8.2%) was balanced by the growth of advertising income (13.3%) and alternative market products and others (2.3%), which have achieved 6.3 and 2.3 million Euro, respectively.
Operating expenses amounted to 17.1 million Euro, which represents an increase of 0.7% when compared to the homologous period of 2009.
EBITDA for this segment was negative of approximately 339 thousand Euro in this semester and EBITDA margin was negative of 2.4%.
Regarding the uncertainty and difficulties predicted to the second half of 2009 to national economy as well as to international economy, and the retraction of demand in advertising market, the Group will adopt a prudent management without forgetting the effort to keep the leadership of its headings and the opportunities to strengthen its results. The Group is confident and foresees the maintenance of the positive performance
presented. The Group remains confident about its ability to maintain and consolidate the leading position of its publications, as well as the strengthening of the newest publications.
In compliance with the legal dispositions in force, the Company is exempt from presenting information related with Corporate Governance, once this information is only compulsory upon the presentation of the Annual Directors' Report.
Pursuant to the requirements of article 66 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that as of 30 June 2010 Cofina had no own shares and did not acquire or sell own shares during the semester then ended.
Pursuant to the requirements of article 447 of the Commercial Companies Code the Directors inform that, as of 30 June 2010, the held shares were as follows:
| 7,165,746 |
|---|
| 15,385,276 |
| 10,264,014 |
| 7,296,112 |
| 4,928,291 |
| 854,500 |
(a) Ana Rebelo Mendonça Fernandes holds, individually, 6,377,840 shares of Cofina S.G.P.S., S.A.; it is also attributable to this Board member 9,007,436 shares of COFINA – SGPS, S.A. held by PROMENDO – SGPS, S.A., of which she is manager and shareholder, holding 59.6% of the share capital. Thus, in legal terms, a total of 15,385,276 shares, representing 15% of the capital and voting rights of COFINA - SGPS, S.A. are considered attributable to Ana Rebelo Fernandes Mendonça.
(b) 10,264,014 shares represent the total shares of Cofina S.G.P.S., S.A. held by Caderno Azul – S.G.P.S., S.A., company managed by the Board member, João Manuel Matos Borges de Oliveira, holder of 50% of this entity's share capital.
As of 30 June 2010 the Statutory Auditor and the members of the Shareholders' Meeting and of the Statutory Audit Board held no shares of the Company.
Pursuant to the requirements of articles 16 and 20 of the Securities Code ("Código dos Valores Mobiliários") and article 448 of the Commercial Companies Code, the Directors inform that, in accordance with the notifications received by the Company, the companies and/or individuals that hold qualified participations exceeding 2%, 5%, 10%, 20%, 33% and 50% of the voting rights, are as follows:
| Direct % | ||
|---|---|---|
| Held shares at | of voting | |
| Exceeding 2% of the voting rights | 30.06.2010 | rights |
| Pedro Miguel Matos Borges de Oliveira | 4,928,291 | 4.81% |
| UBS AG, Zurique | 4,462,037 | 4.35% |
| Banco BPI, S.A. (a) | 3,200,000 | 3.12% |
| Millenium BCP – Gestão de Fundos de Investimento, S.A. | 2,085,568 | 2.03% |
(a) 3,200,000 shares are held by the Pension Fund of Banco BPI. This participation is attributable to Banco BPI under Article 20 of the Securities Code.
| Direct % | ||
|---|---|---|
| Held shares at | of voting | |
| Exceeding 5% of the voting rights | 30.06.2010 | rights |
| Promendo, SGPS, S.A. (a) | 9,007,436 | 8.78% |
| Domingos José Vieira de Matos | 7,296,112 | 7.11% |
| Paulo Jorge dos Santos Fernandes | 6,165,746 | 6.99% |
| Ana Rebelo Mendonça Fernandes (b) | 6,377,840 | 6.22% |
| Santander Asset Management – Sociedade Gestora de Fundos de | ||
| Investimento Mobiliário, S.A. | 5,147,981 | 5.02% |
(a) 9,007,436 shares of COFINA – SGPS, S.A. held by PROMENDO – SGPS, S.A., are attributable to Ana Rebelo Mendonça Fernandes, manager and shareholder of Promendo and holder of 59.6% of this company's share capital.
(b) it is also, attributable to Ana Rebelo Fernandes Mendonça, in addition to the 9,007,436 shares of COFINA - SGPS, S.A. held by the company Promendo - SGPS, SA mentioned in (a) 1,222,000 shares of COFINA - SGPS, S.A. held by the company Promendo – Promoções Empresariais SA, of which she is manager and shareholder, holder of 68% of its capital. Thus, in legal terms, are considered attributable to Ana Rebelo Fernandes Mendonça, a total of 15,385,276 shares, representing 15% of the capital and voting rights of COFINA - SGPS, S.A..
| Direct % | ||
|---|---|---|
| Held shares at | of voting | |
| Exceeding 10% of the voting rights | 30.06.2010 | rights |
| Caderno Azul, SGPS, S.A. (a) | 10,264,014 | 10.01% |
(a) 10,264,014 shares represent the total shares of Cofina S.G.P.S., S.A. held by Caderno Azul – S.G.P.S., S.A., company managed by the Board member, João Manuel Matos Borges de Oliveira, holder of 50% of the capital.
The members of the Board of Directors of Cofina, S.G.P.S., S.A. declare to assume responsibility for the information hereby presented and assure that the items included herein are true and that, to the best of their knowledge, there are no omissions.
As required by article 8, nr. 3, of the Securities Code, the Board of Directors declares that the accounts that integrate this report were not object of a limited review.
As required by article 21 of Decree-Law 411/91 of 17 October, the Board of Directors informs that there are no overdue debts to the State, namely with respect to Social Security.
The Board of Directors concludes by expressing a vote of gratitude to the personnel of Cofina Group for their dedication and effort, and also to the other Corporate Boards and to the Financial Institutions that co-operated with the Group.
Porto, 25 August 2010
Paulo Jorge dos Santos Fernandes – President
João Manuel Matos Borges de Oliveira - Member
Pedro Macedo Pinto de Mendonça - Member
Domingos José Vieira de Matos - Member
Ana Rebelo Mendonça Fernandes - Member
Pedro Miguel Matos Borges de Oliveira - Member
Disclosure of shares and other securities held by members of the Board of Directors and by those discharging managerial responsibilities, as well as by people closely connected with them (article 248 B of the Portuguese Securities Code), and disclosure of the respective transactions during the period involving such shares and other securities
COFINA - SGPS, S.A.
Paulo Jorge dos Santos Fernandes
| Date | Nature | Quantity | Price (€) | Place | Number of shares | |
|---|---|---|---|---|---|---|
| 31-Dec-09 | - | - | - | - | 7,165,746 | 30-Jun-10 |
Pedro Macedo Pinto de Mendonça
| Date | Nature | Quantity | Price (€) | Place | Number of shares | |
|---|---|---|---|---|---|---|
| 31-Dec-09 | - | - | - | - | 854,500 | 30-Jun-10 |
Domingos José Vieira de Matos
| Date | Nature | Quantity | Price (€) | Place | Number of shares | |
|---|---|---|---|---|---|---|
| 31-Dec-09 | - | - | - | - | 7,296,112 | 30-Jun-10 |
João Manuel Matos Borges de Oliveira (attribution through CADERNO AZUL - SGPS, S.A.)
| Date | Nature | Quantity | Price (€) | Place | Number of shares | |
|---|---|---|---|---|---|---|
| 31-Dec-09 | - | - | - | - | 10,264,014 | 30-Jun-10 |
Pedro Miguel Matos Borges de Oliveira
| Date | Nature | Quantity | Price (€) | Place | Number of shares | |
|---|---|---|---|---|---|---|
| 31-Dec-09 | - | - | - | - | 4,928,291 | 30-Jun-10 |
Ana Rebelo Mendonça Fernandes
| Date | Nature | Quantity | Price (€) | Place | Number of shares | |
|---|---|---|---|---|---|---|
| 31-Dec-09 | - | - | - | - | 6,377,840 | 30-Jun-10 |
Ana Rebelo Mendonça Fernandes (attribution through PROMENDO - SGPS, S.A.)
| Date | Nature | Quantity | Price (€) | Place | Number of shares | |
|---|---|---|---|---|---|---|
| 31-Dec-09 | - | - | - | - | 9,007,436 | 30-Jun-10 |
Statement under the terms of the Article 246, paragraph 1, al. c) of the Securities Code
The signatories individually declare that, to their knowledge, the Management Report, the Individual and Consolidated Financial Statements prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, and other accounting documents required by law or regulation, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Cofina, SGPS, S.A. ("Cofina") as of 30 June 2010 and that the Interim Management Report faithfully describes the business evolution, performance and position of Cofina and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face for the following six months.
Porto, 25 August 2010
Paulo Jorge dos Santos Fernandes President of the Board of Directors
João Manuel Matos Borges de Oliveira Member of the Board of Directors
Pedro Macedo Pinto de Mendonça Member of the Board of Directors
Domingos José Vieira de Matos Member of the Board of Directors
Pedro Miguel Matos Borges de Oliveira Member of the Board of Directors
Ana Rebelo Mendonça Fernandes Member of the Board of Directors
(Translation of financial statements originally issued in Portuguese - Note 20)
| (Amounts expressed in Euro) | |||||
|---|---|---|---|---|---|
| -- | -- | ----------------------------- | -- | -- | -- |
| ACTIVO | Notes | 30.06.2010 | 31.12.2009 | 30.06.2009 |
|---|---|---|---|---|
| NON CURRENT ASSETS | ||||
| Tangible assets | 8.537.336 | 9.927.157 | 10.386.586 | |
| Goodwill | 6 | 91.996.994 | 91.996.994 | 90.566.766 |
| Intangible assets | 644.343 | 527.038 | 482.988 | |
| Investments in associated companies | 4 | 5.075.751 | 4.733.946 | 4.795.449 |
| Investments held for sale | 4 | 5.000 | - | - |
| Deferred tax assets | 7 | 4.033.519 | 3.723.053 | 6.515.918 |
| Total non current assets | 110.292.943 | 110.908.188 | 112.747.707 | |
| CURRENT ASSETS | ||||
| Inventories | 2.510.151 | 3.129.658 | 1.945.277 | |
| Customers | 12.774.106 | 11.384.331 | 10.370.024 | |
| State and other public entities | 855.626 | 522.914 | 1.915.776 | |
| Other current debtors | 2.403.045 | 713.565 | 2.028.297 | |
| Other current assets | 7.562.602 | 8.617.438 | 7.334.768 | |
| Investments recorded at fair value through profit and loss | 8 | 48.342.078 | 65.901.718 | 57.766.251 |
| Cash and cash equivalents | 64.128.152 | 46.315.859 | 42.475.519 | |
| Total current assets | 138.575.760 | 136.585.483 | 123.835.912 | |
| TOTAL ASSETS | 248.868.703 | 247.493.671 | 236.583.619 | |
| EQUITY AND LIABILITIES | ||||
| SHAREHOLDERS' FUNDS | ||||
| Share capital | 17 | 25.641.459 | 25.641.459 | 25.641.459 |
| 15.874.835 | 15.874.835 | 15.874.835 | ||
| Share premium account | ||||
| Legal reserve | 5.409.144 | 5.409.144 | 5.409.144 | |
| Other reserves | (44.975.433) | (60.362.753) | (60.182.316) | |
| Consolidated net profit/(loss) for the period attributable to the parent Equity attributable to equity holder of the parent |
(10.926.391) (8.976.386) |
17.091.529 3.654.214 |
5.468.404 (7.788.474) |
|
| Non-controlling interests | 470.556 | 591.835 | 940.752 | |
| TOTAL EQUITY | (8.505.830) | 4.246.049 | (6.847.722) | |
| LIABILITIES | ||||
| NON CURRENT LIABILITIES | ||||
| Other loans | 10 | 20.000.000 | 49.720.203 | 99.605.148 |
| Pension liabilities | 691.357 | 691.357 | 708.863 | |
| Other non current creditors | 9 | 2.760.725 | 3.469.794 | 4.596.959 |
| Provisions | 11 | 1.075.567 | 1.076.423 | 993.421 |
| Total non current liabilities | 24.527.649 | 54.957.777 | 105.904.391 | |
| CURRENT LIABILITIES | ||||
| Bank loans | 10 | 21.018.498 | 2.418.284 | 1.539.951 |
| Other loans - short term | 10 | 168.128.752 | 143.299.505 | 99.358.054 |
| Derivatives | 12 | 1.284.633 | 245.439 | - |
| Suppliers | 12.050.536 | 12.804.434 | 10.136.785 | |
| State and other public entities | 4.455.953 | 4.888.406 | 4.171.055 | |
| Other current creditors | 9 | 7.839.249 | 8.464.087 | 4.375.718 |
| Other current liabilities | 18.069.263 | 16.169.690 | 17.945.387 | |
| Total de passivos correntes | 232.846.884 | 188.289.845 | 137.526.950 | |
| TOTAL LIABILITIES | 257.374.533 | 243.247.622 | 243.431.341 | |
| TOTAL EQUITY AND LIABILITIES | 248.868.703 | 247.493.671 | 236.583.619 | |
The accompanying notes form an integral part of the consolidated financial statements.
| 2nd quarter | 2nd quarter | |||||
|---|---|---|---|---|---|---|
| Notes | 30.06.2010 | 30.06.2009 | 2010 | 2009 | ||
| Sales | 31.463.649 | 30.744.300 | 15.852.839 | 15.610.516 | ||
| Services rendered | 27.133.701 | 25.612.139 | 15.630.755 | 14.006.230 | ||
| Other income | 8.183.065 | 8.399.933 | 3.142.171 | 4.445.907 | ||
| Cost of sales | (9.198.475) | (9.499.254) | (4.658.231) | (4.861.808) | ||
| External supplies and services | (26.936.516) | (26.512.225) | (14.135.118) | (14.641.324) | ||
| Payroll expenses | (19.819.049) | (18.897.085) | (10.051.063) | (9.469.837) | ||
| Amortisation and depreciation | (1.921.554) | (1.686.484) | (961.804) | (841.571) | ||
| Provisions and impairment losses | 11 | (597.036) | (325.352) | (352.452) | (80.919) | |
| Other expenses | (297.373) | (292.317) | (142.340) | (104.572) | ||
| Gains and losses in associated companies | 13 | 41.805 | 128.574 | 37.899 | 151.689 | |
| Gains and losses in other investments | 13 | (15.129.240) | 3.708.664 | (6.896.260) | (851.696) | |
| Financial expenses | 13 | (2.960.705) | (4.005.081) | (1.574.996) | (1.563.108) | |
| Financial income | 13 | 677.870 | 683.381 | 385.058 | 248.842 | |
| Net profit / (Loss) before income tax | (9.359.858) | 8.059.193 | (3.723.542) | 2.048.349 | ||
| Income tax | 7 | (1.617.034) | (2.493.060) | (484.977) | (1.502.428) | |
| Net consolidated profit / (loss) for the period | (10.976.892) | 5.566.133 | (4.208.519) | 545.921 | ||
| Attributable to: | ||||||
| Shareholders of the parent company | (10.926.391) | 5.468.404 | (4.221.285) | 428.448 | ||
| Non-controlling interests | (50.501) | 97.729 | 12.766 | 117.473 | ||
| Earnings per share: | ||||||
| Basic | 16 | (0,11) | 0,05 | (0,04) | 0,00 | |
| Diluted | 16 | (0,09) | 0,04 | (0,03) | 0,00 |
The accompanying notes form na integral part of the consolidated financial statements.
| 30.06.2010 | 30.06.2009 | 2nd quarter 2010 |
2nd quarter 2009 |
|
|---|---|---|---|---|
| Profit / (loss) for the period | (10.976.892) | 5.566.133 | (4.208.519) | 545.921 |
| Exchange differences arising on translation of foreign operations | - | - | - | - |
| Changes in available-for-sale financial assets' fair value | - | - | - | - |
| Changes in cash-flows hedges' fair value | (676.310) | - | (176.087) | - |
| Total comprehensive income for the period | (11.653.202) | 5.566.133 | (4.384.606) | 545.921 |
| Attributable to: | ||||
| Shareholders of the parent company Non-controlling interests |
(11.602.701) (50.501) |
5.468.404 97.729 |
(4.397.372) 12.766 |
428.448 117.473 |
The accompanying notes form na integral part of the consolidated financial statements.
| Att ribu tab le t ity hol der f th nt o e qu s o e p are |
||||||||
|---|---|---|---|---|---|---|---|---|
| Sha re |
Sh miu are pre m |
Leg al |
Oth er |
Ne t |
No roll ing ont n-c |
Tot al |
||
| ital cap |
t acc oun |
res erv e |
res erv es |
fit / ( loss ) pro |
Tot al |
inte ts res |
ity equ |
|
| Bal f 1 Jan 200 9 anc e a s o uar y |
25. 641 .45 9 |
15. 874 .83 5 |
5.4 09. 144 |
13. 089 .46 0 |
( 73. 272 .79 5) |
( 13. 257 .89 7) |
767 .02 1 |
( 12. 490 .87 6) |
| Ch in t he sol ida tion rim r ( Not ) ete e 5 ang es con pe |
- | - | - | - | - | - | 141 .90 4 |
141 .90 4 |
| Ap iatio f co lida ted t lo for 200 8: pro pr n o nso ne ss |
||||||||
| Tra nsf o le l re and ain ed nin er t ret ga ser ve ear gs |
- | - | - | ( 5) 73. 272 .79 |
73. 272 .79 5 |
- | - | - |
| Div ide nds dis trib d ute |
- | - | - | - | - | - | ( 64. 800 ) |
( 64. 800 ) |
| Ch in r nd ntro lling int sts ang es ese rve s a non -co ere : |
||||||||
| Oth han er c ges |
- | - | - | 1.0 19 |
- | 1.0 19 |
( 1.1 02) |
( 83) |
| e fo Tot al c hen sive inc r th erio d om pre om e p |
- | - | - | - | 5.4 68. 404 |
5.4 68. 404 |
97. 729 |
5.5 66. 133 |
| Bal f 30 Ju 200 9 anc e a s o ne |
25. 641 .45 9 |
15. 874 .83 5 |
5.4 09. 144 |
( 6) 60. 182 .31 |
5.4 68. 404 |
( ) 7.7 88. 474 |
940 .75 2 |
( ) 6.8 47. 722 |
| Bal f 1 Jan 201 0 anc e a s o uar y |
25. 641 .45 9 |
15. 874 .83 5 |
5.4 09. 144 |
( 60. 362 3) .75 |
17. 091 .52 9 |
3.6 54. 214 |
591 .83 5 |
4.2 46. 049 |
| Ap iatio f co lida ted t pr ofit for 20 09: pro pr n o nso ne |
||||||||
| Tra nsf tain ed nin er t o re ear gs |
- | - | - | 17. 091 .52 9 |
( 17. 091 .52 9) |
- | - | - |
| Div ide nds dis trib ute d |
- | - | - | ( 1.0 25. 659 ) |
- | ( 1.0 25. 659 ) |
( 69. 660 ) |
( 1.0 95. 319 ) |
| Ch in r nd lling int ntro sts ang es ese rve s a non -co ere : |
||||||||
| Oth han er c ges |
- | - | - | ( 2.2 40) |
- | ( 2.2 40) |
( 1.1 18) |
( 3.3 58) |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
- | - | - | ( 0) 676 .31 |
( 1) 10. 926 .39 |
( 1) 11. 602 .70 |
( ) 50. 501 |
( 2) 11. 653 .20 |
| Bal f 30 Ju 201 0 anc e a s o ne |
25. 641 .45 9 |
15. 874 .83 5 |
5.4 09. 144 |
( 44. 975 .43 3) |
( 10. 926 .39 1) |
( 8.9 76. 386 ) |
470 6 .55 |
( 8.5 05. 830 ) |
The accompanying notes form na integral part of the consolidated financial statements.
Notes 30.06.2010 30.06.2009 2nd quarter 2010 2nd quarter 2009 Operating activities Cash flow from operating activities (1) 5.485.716 7.978.376 1.609.427 6.105.841 Investment activitiesCollections relating to: Investments - 841.695 - 741.695 Tangible assets - 70.794 - 70.794 Interest and similar income 603.802 331.112 240.551 (183.350) Dividends 2.430.400 3.034.202 2.437.002 3.680.603 2.430.400 2.670.951 2.437.002 3.066.141Payments relating to: Investments 1 (125.000) (1.665.240) (108.000) (147.000) Tangible assets (295.492) (447.993) (217.519) (447.993) Intangible assets (35.574) (456.066) (92.248) (2.205.481) (25.401) (350.920) (92.248) (687.241) Cash flow from investment activities (2) 2.578.136 1.475.122 2.320.031 2.378.900 Financing activities Collections relating to: Loans obtained - - 1.483.390 1.483.390 - - - - Payments relating to: Interest and similar costs (1.672.105) (2.887.850) (879.488) (204.642) Lease contracts (1.154.009) (1.118.729) (4.780.112) (567.189) (757.153) Dividends (1.025.659) - (1.025.659) - Loans obtained (5.000.000) (8.851.773) (773.533) (5.000.000) (7.472.336) (773.533) (1.735.328) Cash flow from financing activities (3) (8.851.773) (3.296.722) (7.472.336) (1.735.328) Cash and its equivalents at the beginning of the period 2 43.897.575 35.322.431 46.652.532 34.729.794 Variation in consolidation perimeter - 198.056 - 198.056 Variation of cash and its equivalents: (1)+(2)+(3) (787.921) 6.156.776 (3.542.878) 6.749.413 Cash and its equivalents at the end of the period 2 43.109.654 41.677.263 43.109.654 41.677.263
The accompanying notes form na integral part of the consolidated financial statements.
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
During the six months period ended 30 June 2010, the payments / collections relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid/collected |
|---|---|---|
| Advances relating to investments | 300,000 | 100,000 |
| Visapress – Gestão de Conteúdos dos Media, CRL | 5,000 | 5,000 |
| Mercados Globais – Publicação de Conteúdos, Lda. – acquired | ||
| in previous years | 72,000 | 20,000 |
| ------------ | ---------- | |
| 377,000 | 125,000 | |
| ======= | ====== |
Cash and its equivalents for the year ended 31 December 2009 and the six months periods ended 30 June 2010 and 2009, and the reconciliation between those amounts and the amounts shown in the balance sheets as of those dates, are as follows:
| 30.06.2010 | 31.12.2009 | 30.06.2009 | |
|---|---|---|---|
| Cash | 89,333 | 89,555 | 105,145 |
| Bank deposits repayable on demand | 7,111,819 | 2,281,304 | 8,970,374 |
| Bank deposits convertible within 3 months | 56,927,000 | 43,945,000 | 33,400,000 |
| Cash and cash equivalents shown in the balance sheet | 64,128,152 | 46,315,859 | 42,475,519 |
| Bank overdrafts | ( 21,018,498 ) | ( 2,418,284 ) | ( 798,256 ) |
| 43,109,654 | 43,897,575 | 41,677,263 |
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
Cofina, SGPS, S.A. ("Cofina" or "Company"), an open capital company, has its head-office located at Rua General Norton de Matos, 68, r/c in Porto and has its shares listed in the Lisbon Euronext Stock Exchange. 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 mainly in the Media sector.
The Group owns headings of reference in the respective segments, editing newspapers like "Correio da Manhã", "Record", "Jornal de Negócios", "Destak" and "Metro", as well as the magazines "Sábado", "Automotor", "TV Guia", "Flash!", "Rotas e Destinos", "Máxima" and "GQ", among others.
During the semester ended 30 June 2010, the Group developed its activity mainly in Portugal, having also some interests in Brazil through the investment in Destak Brasil (Note 4).
The accompanying consolidated financial statements have been prepared under the going concern assumption, although total equity as of 30 June 2010 is negative. This is due solely to the Group's exposure to ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, SA ("Zon Multimedia") through the holding of 15,190,000 shares recorded at their market value (Note 8). It is the Board of Directors' belief that the price of Zon Multimédia as of that date does not reflect the fair value of this share and the Board of Directors expects that the consolidated equity recovers by the end of 2010.
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 so, considered the functional currency. The operations of the foreign group companies whose functional currency is not the Euro are translated to Euro using the exchange rates in force at the balance sheet date. Profit and loss 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 financial statements as of 30 June 2010 were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by European Union. The financial statements as of 30 June 2010 were prepared in accordance with the International Accounting Standard 34 – Interim Financial Reporting and include the statement of financial position, the statement of profit and loss, the statement of comprehensive income, the statement of changes in shareholder's funds and the statement of cash flows, as well as the selected explanatory notes.
The accounting policies adopted in Cofina's consolidated financial statements are consistent with those used in the preparation of the financial statements for the year ended 31 December 2009.
During the period it has been adopted for the first time the revised version of IFRS 3 – Business Combinations (revised 2008) and IAS 27 – Consolidated and separate financial statements (revised 2008).
These changes brought some modifications in the accounting policies of recording business combinations, in particular:
AS OF 30 JUNE 2010
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
acquisition date). Under the previous version of the Standard, adjustments to consideration were always made against goodwill;
The companies included in the consolidated financial statements by the full consolidation method, their headquarters, percentage participation held and activity developed as of 30 June 2010 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent company: Cofina, SGPS, S.A. |
Porto | Investment management | |
| Cofina B.V. ("Cofina BV") Efe Erre Participações, SGPS, S.A. ("FR") |
Amesterdam (Netherlands) Ovar |
100.00% 100.00% |
Investment management Investment management |
| Cofina Media Group Cofina Media, SGPS, S.A. ("Cofina Media") Presselivre – Imprensa Livre, S.A. ("Presselivre") |
Lisbon Lisbon |
100.00% 99.37% |
Investment management Newspapers and magazine publication |
| Edisport – Sociedade de Publicações, S.A. ("Edisport") |
Lisbon | 100.00% | Newspapers publication |
| Edirevistas – Sociedade Editorial, S.A. ("Edirevistas") |
Lisbon | 99.46% | Magazines publication |
| Mediafin, SGPS, S.A. ("Mediafin") Metronews – Publicações, S.A. ("Metronews") |
Lisbon Carnaxide |
100.00% 59.00% |
Investment management Newspapers publication |
| Grafedisport – Impressão e Artes Gráficas, S.A. ("Grafedisport") |
Queluz | 100.00% | Newspapers print |
| Web Works – Desenvolvimento de Aplicações para Internet, S.A. ("Web Works") |
Lisbon | 51% | Production and creation of websites to the development of online business |
| Holdimédia SGPS, S.A. ("Holdimédia") | Lisbon | 59% | Investment management |
| Transjornal – Edição de Publicações, S.A. ("Transjornal") |
Lisbon | 59% | Newspapers publication |
| Cofina - Eventos e Comunicação S.A. ("Cofina Eventos") |
Lisbon | 70% | Events promotion and organization |
All the above companies were included in the consolidated financial statements in accordance with the full consolidation method.
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
The associated companies, their headquarters, percentage participation held and activity developed as of 30 June 2010 are as follows:
| Designation | Headquarters | Percentage participation held | Activity | |
|---|---|---|---|---|
| Direct | Indirect | |||
| VASP – Sociedade de Transportes e Distribuições, Lda. AdCom Media Anúncios e Publicidade, S.A. |
Lisbon São Paulo, Brazil |
33.33% - |
- 23.96% |
Publications distribution Comunication and advertising services |
| Destak Brasil – Editora, S.A. | São Paulo, Brazil |
- | 23.96% | Newspapers publication |
| Destak Brasil – Empreendimentos e Participações, S.A. | São Paulo, Brazil |
23.96% | - | Investment management |
| Mercados Globais – Publicação de Conteúdos, Lda. | V.N.Gaia | 50% | - | Management services and promotion of a financial forum on the internet |
These associated companies were included in the consolidated financial statements in accordance with the equity method.
The acquisition cost of the associated companies and their book value as of 30 June 2010 are as follows:
| Designation | Acquisition cost |
Book value |
Equity | Net profit / (loss) |
|---|---|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. (b) | 6,234 | 3,136,398 | 9,393,786 | 125,416 |
| AdCom Media Anúncios e Publicidade, S.A. (a) (b) | - | - | R\$ ( 14,652,078 ) | R\$ 518,836 |
| Destak Brasil – Editora, S.A. (a) (b) | - | - | R\$ ( 1,615,364 ) | R\$ ( 1,374,880 ) |
| Destak Brasil – Empreendimentos e Participações, S.A. (b) | 299,064 | - | R\$ 2,020,612 | R\$ ( 47,998 ) |
| Mercados Globais – Publicação de Conteúdos, Lda. | 72,000 | - | (c) | (c) |
(a) – investment held by the subsidiary Destak Brasil – Empreendimentos e Participações, S.A..
(b) – non audited financial information.
(c) – non available financial information.
As of 30 June 2010 and 31 December 2009 the caption "Investments in associated companies" can be detailed as follows:
| 30.06.2010 | 31.12.2009 | |
|---|---|---|
| Financial investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. – equity method | 3,136,398 | 3,094,593 |
| Destak Brasil – Empreendimentos e Participações, S.A. | 299,064 | 299,064 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| Advances related to investments | 300,000 | - |
| 3,807,462 | 3,465,657 | |
| Accumulated impairment losses on investments in associated | (371,064) | (371,064) |
| Loans to associated companies | ||
| Gross amount | 3,697,878 | 3,697,878 |
| Accumulated impairment losses | (2,058,525) | (2,058,525) |
| 5,075,751 | 4,733,946 |
As of 30 June 2010 and 31 December 2009 the Group has available for sale investments corresponding to minority investments. The Group has recorded impairment losses in previous periods.
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
During the six months period ended 30 June 2010 there have been no changes in the consolidation perimeter of Cofina Group.
The facts generating changes in the consolidation perimeter of Cofina during the period ended 30 June 2009 were as follows:
I. During the first semester of 2009 the Group, through its subsidiary Cofina Media, SGPS, S.A., acquired an investment of 51% of the share capital of Web Works – Desenvolvimento de Aplicações para Internet, S.A. (Note 4). The Group has control over its operations as well as holds more than 50% of the share capital of this company. Therefore, this company was included in the consolidated financial statements by the full consolidation method.
Assets and liabilities as of the date of the inclusion in the consolidation (1 January 2009) as well as the computation of goodwill generated, are as follows:
| Web Works | |
|---|---|
| Assets | |
| Intangible assets | 286 |
| Tangible assets | 58,486 |
| Accounts receivable | 198,645 |
| Cash and cash equivalents | 198,056 |
| Other assets | 17,586 |
| Liabilities | |
| Short term debts | (173,682) |
| Other liabilities | (9,776) |
| Net assets | 289,601 |
| Percentage acquired | 51% |
| Acquired equity | 147,697 |
| Financial investments | 1,660,740 |
| Goodwill on the acquisition (Note 6) | 1,513,043 |
| Assets and liabilities attributable to minority interests | 141,904 |
| Net cash flows arising from the change in the consolidation perimeter | |
| Payments | (1,593,240) |
| Cash and cash equivalents acquired | 198,056 |
| (1,395,184) |
Goodwill arising from this acquisition was computed based in the acquired company's financial statements as of 31 December 2008. In the purchase price allocation process, Cofina identified no relevant differences between the fair value of assets and liabilities acquired and its carrying amount. The difference between the acquisition cost and the carrying amount of assets and liabilities acquired was recorded as goodwill (Note 6).
Net profit and total income attributable to this subsidiary from the date of the first application of the full consolidation method and included in the Group's consolidated financial statements of the semester ended 30 June 2009 amount to, approximately, 128,000 and 278,000 Euro, respectively.
II. As of 13 January 2009, the Group sold the investment held in the company "O Sol é Essencial, S.A.", owner of the weekly newspaper "Sol", by the amount of 1,583,390 Euro. This operation had no impact in the consolidated statements of profit and loss for the period ended 30 June 2009 due to the fact that the investment was recorded in accordance with its net realizable value.
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
During the six months periods ended 30 June 2010 and 2009, the movement in the caption "Goodwill" was as follows:
| 30.06.2010 | 30.06.2009 | |
|---|---|---|
| Opening balance as of 1st January Increases (Note 5) |
91,996,994 - |
89,053,723 1,513,043 |
| Closing balance | 91,996,994 | 90,566,766 |
The movement occurred during the first half of 2009 refers to the acquisition of the subsidiary "Web Works – Desenvolvimento de Aplicações para Internet, S.A." (Note 5).
The movement occurred in deferred tax assets and liabilities in the six months periods ended 30 June 2010 and 2009 was as follows:
| Deferred tax assets | Deferred tax liabilities | |||
|---|---|---|---|---|
| 30.06.2010 | 30.06.2009 | 30.06.2010 | 30.06.2009 | |
| Opening balance | 3,723,053 | 8,681,501 | - | - |
| Effects on the income statement: | ||||
| Increase / (decrease) in tax losses carried forward | 37,484 | (2,061,248) | - | - |
| Increase / (decrease) in provisions and impairment losses | (1,628) | (106,000) | - | - |
| Other effects | (777) | 1,665 | - | - |
| Effects on shareholder's funds: | ||||
| Fair value of derivative financial instruments | 275,387 | - | - | - |
| Closing balance | 4,033,519 | 6,515,918 | - | - |
The detail of the deferred tax assets as of 30 June 2010 and 31 December 2009, in accordance with the nature of timing differences that generated them, is as follows:
| 30.06.2010 | 31.12.2009 | |
|---|---|---|
| Temporary differences between the accounting value and the taxable value of assets | - | 777 |
| Fair value of derivative financial instruments | 340,428 | 65,041 |
| Provisions and impairment losses not accepted for tax purposes | 1,867,416 | 1,869,044 |
| Tax losses carried forward | 1,825,675 | 1,788,191 |
| 4,033,519 | 3,723,053 |
In accordance with the tax returns of the companies that record deferred tax assets related with tax losses carried forward, as of 30 June 2010 these may be detailed as follows:
| Tax | Deferred | Expiry | |
|---|---|---|---|
| losses | tax assets | date | |
| Generated in 2007 | 6,376,820 | 1,594,205 | 2013 |
| Generated in 2008 | 925,880 | 231,470 | 2014 |
| 7,302,700 | 1,825,675 |
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
Income taxes recorded in the profit and loss statements for the six months periods ended in 30 June 2010 and 2009 are detailed as follows:
| 30.06.2010 | 30.06.2009 | |
|---|---|---|
| Current taxes | ||
| Income tax for the period | 502,020 | 359,872 |
| Excess of prior years income tax | (74,181) | (98,491) |
| Insufficiency of prior periods income tax | 7,127 | 66,096 |
| Additional payment | 1,219,552 | - |
| Deferred taxes | (37,484) | 2,165,583 |
| 1,617,034 | 2,493,060 |
The caption "Additional payment" refers to a correction to the computed taxable income of the year ended 31 December 2006.
As confirmed by our lawyers, there are no material assets or liabilities associated with probable or possible tax contingencies that should be subject to disclosure in the accompanying notes to the consolidated financial statements as of 30 June 2010.
The amount included in the caption "Investments recorded at fair value through profit and loss" relate to shares traded in stock markets and are recorded at their market value as of the balance sheet date (Note 13).
As of 30 June 2010, the book value can be detailed as follows:
| Number of shares | Share price | Market value |
|---|---|---|
| 15,190,000 | 3.182 | 48,334,580 7,498 |
| ---------------- 48,342,078 ========= |
||
As of 30 June 2010 and 31 December 2009, 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 predicted reimbursement plan:
| 30.06.2010 | 31.12.2009 | |
|---|---|---|
| Year n+1 | 1,012,835 | 1,360,573 |
| Year n+2 | 988,404 | 1,014,012 |
| Year n+3 | 515,481 | 692,577 |
| Year n+4 | 109,709 | 363,930 |
| Year n+5 and following years | 34,296 | 38,702 |
| 2,660,725 | 3,469,794 | |
| Short term | 1,979,416 | 2,345,411 |
| 4,640,141 | 5,815,205 |
The current liabilities caption "Bank loans" refers to bank overdrafts reimbursable in the short term which bear market interest rates.
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
As of 30 June 2010 and 31 December 2009, the caption "Other loans" was made up as follows:
| 30.06.2010 | |||||
|---|---|---|---|---|---|
| Book value | Nominal value | ||||
| Current | Non-current | Current | Non-current | ||
| Bond loans | 93,182,346 | - | 94,000,000 | - | |
| Commercial paper | 74,946,406 | 20,000,000 | 75,000,000 | 20,000,000 | |
| 168,128,752 | 20,000,000 | 169,000,000 | 20,000,000 |
| 31.12.2009 | |||||
|---|---|---|---|---|---|
| Book value | Nominal value | ||||
| Current | Non-current | Current | Non-current | ||
| Bond loans | 93,299,505 | - | 94,000,000 | - | |
| Commercial paper | 50,000,000 | 49,720,203 | 50,000,000 | 50,000,000 | |
| 143,299,505 | 49,720,203 | 144,000,000 | 50,000,000 |
The non-current liabilities caption "Commercial paper" relates to commercial paper programs with guaranteed subscription by the banks until 2012.
The current liabilities caption "Commercial Paper" relates to commercial paper programs with repayment in the short term which bear interest at market rates.
In addition to the amounts included in the balance sheet as of 30 June 2010 and 31 December 2009, Cofina SGPS, S.A. had issued a commercial paper program amounting to 50,000,000 Euro which is presented in the balance sheet net of a bank deposit in the same amount since these financial instruments fulfil the requirements for their compensation.
The movements occurred in provisions and impairment losses for the six months periods ended 30 June 2010 and 2009 may be detailed as follows:
| 30.06.2010 | ||||
|---|---|---|---|---|
| Provisions | Impairment losses in investments |
Impairment losses in inventories |
Impairment losses in accounts receivable |
|
| Opening balance Increases Reversals Utilizations |
1,076,423 - - (856) |
4,130,379 - - - |
248,185 - - - |
7,580,412 856,402 (259,366) (182,648) |
| Closing balance | 1,075,567 | 4,130,379 | 248,185 | 7,994,800 |
| 30.06.2009 | ||||
| Provisions | Impairment losses in investments |
Impairment losses in inventories |
Impairment losses in accounts receivable |
|
| Opening balance Increases Reversals |
1,014,909 - - |
4,943,160 698,556 - |
260,852 - - |
8,083,751 325,352 - |
| Utilizations | (21,488) | (1,583,306) | - | (11,465) |
| Closing balance | 993,421 | 4,058,410 | 260,852 | 8,397,638 |
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
The increases of impairment losses in the first semester of 2010 were recorded , net from reversals, in the following captions of the profit and loss statement:
Provisions and impairment losses 856,402
======
The amount recorded in the caption "Provisions" as of 30 June 2010 relates to the Board of Directors' best estimate to cover possible losses arising from legal actions in progress.
As of 30 June 2010, this caption is made of interest rates swaps related to the Group's financing loans. Once these derivatives fulfil the requirements of IAS 39 – Financial Instruments: Recognition and Measurement in order to be classified as hedging instruments, their fair value has been recorded under the shareholder's funds' caption "Other reserves", net of deferred taxes.
These financial instruments are recorded in accordance with their fair value at balance sheet date, based in computations made by the banks. The movement in these derivatives for the six months periods ended 30 June 2010 and 2009 can be presented as follows:
| 30.06.2010 | 30.06.2009 | |
|---|---|---|
| Opening balance | 245,439 | - |
| Increases / (decreases) | 1,039,194 | - |
| Closing balance | 1,284,633 | - |
As of 30 June 2010 and 2009, this caption also includes call warrants, which entitle the bondholders the right to subscribe Cofina, SGPS, S.A. shares at a variable exchange price, initially fixed at 4.08 Euro per share (before the share split, occurred in 2006). As of 30 June 2010 and 31 December 2009, its fair value is null.
The financial income and expenses for the six months periods ended 30 June 2010 and 2009 are made up as follows:
| 30.06.2010 | 30.06.2009 | |
|---|---|---|
| Financial expenses | ||
| Interests | 2,503,178 | 3,747,044 |
| Comissions | 366,970 | 214,655 |
| Other financial expenses | 90,557 | 43,382 |
| 2,960,705 | 4,005,081 | |
| Financial income | ||
| Interest received | 677,850 | 683,214 |
| Other financial income | 20 | 167 |
| 677,870 | 683,381 |
The caption "Gains and losses in associated companies" for the semesters and quarters ended 30 June 2010 and 2009 refer mainly to the Group's appropriation of its share of the results in associate companies.
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
The caption "Gains and losses in other investments" as of 30 June 2010 and 2009 can be detailed as follows:
| 30.06.2010 | 30.06.2009 | |
|---|---|---|
| Gains in investiments recorded at fair value through profit and loss (Introduction and Note 8) Dividends |
(17,559,640) 2,430,400 |
1,271,662 2,437,002 |
| (15,129,240) | 3,708,664 |
The caption "Investments recorded at fair value through profit and loss" refers mainly to the adjustment to fair value of Zon Multimédia – Serviços de Telecomunicações e Multimédia, S.G.P.S., S.A. in accordance with the shares' market value.
The main balances with related parties as of 30 June 2010 and 2009 and the main transactions with those entities during the period then ended may be detailed as follows:
| 30.06.2010 | ||
|---|---|---|
| Sales and services rendered |
Other income | Goods and services acquisitions |
| 28,953,597 | 7,610,111 | 46,858 |
| 28,953,597 | 7,610,111 | 46,858 |
| Accounts receivable | Accounts payable | Accrued income |
| 121,936 | 166,942 | 5,982,784 |
| 121,936 | 166,942 | 5,982,784 |
| Sales and services rendered |
Other income | Goods and services acquisitions |
| 28,250,932 | 7,472,426 | 237,422 |
| 28,250,932 | 7,472,426 | 237,422 |
| Accounts receivable | Accounts payable | Accrued income |
| 115,359 | 426,440 | 6,173,672 |
| 115,359 | 426,440 | 6,173,672 |
| 30.06.2009 |
Sales and services rendered to associated companies and other income during the periods ended 30 June 2010 and 2009 relate to sales of newspapers and magazines and alternative marketing products to VASP (Note 4), which handles the corresponding distribution to the sales points. These transactions are carried out under the normal activity of the Group.
Apart from companies included in the consolidation (Note 4), the parties considered to be related companies as of 30 June 2010, can be presented as follows:
AS OF 30 JUNE 2010
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
Cofina SGPS, S.A. Board of Directors was made up as follows as of 30 June 2010:
Paulo Jorge dos Santos Fernandes João Manuel Matos Borges de Oliveira Pedro Macedo Pinto de Mendonça Domingos José Vieira de Matos Ana Rebelo Mendonça Fernandes Pedro Miguel Matos Borges de Oliveira
As of 30 June 2010, Cofina had provided guarantees as follows:
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
programs structured by Caixa - Banco de Investimento and Caixa Geral de Depósitos, amounting to 50,000,000 Euro as of 30 June 2010 (Note 10).
As of 30 June 2010 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to, approximately, 1,800,000 Euro, mainly related to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 26,000,000 Euro.
Earnings per share for the six months periods ended 30 June 2010 and 2009 were determined taking into consideration the following amounts:
| 30.06.2010 | 30.06.2009 | |
|---|---|---|
| Net profit / (loss) considered for the computation of basic and diluted earning |
(10,926,391) | 5,468,404 |
| Weighted average number of shares used to compute the basic earnings per share |
102,565,836 | 102,565,836 |
| Warrants dilution effect (a) | 21,568,624 | 24,509,800 |
| Weighted average number of shares used to compute the diluted earnings per share |
124,134,460 | 127,075,636 |
| Earnings per share: Basic Diluted |
(0.11) (0.09) |
0.05 0.04 |
(a) – The "Warrants dilution effect" refers to the option granted to the bondholders associated to the bond loan issued by the Group in the amount of 44,000,000 Euro that entitles them the right to convert the bonds in 4,901.96 common shares, for each bond held in the amount of 10,000 Euro.
As of 30 June 2010, the Company's fully subscribed and paid up capital consisted of 102,565,836 shares with a nominal value of 25 cents of a Euro each. As of that date, Cofina and the group companies did not hold own shares.
The segments considered by the Group are based on the financial information internally reported to the Board of Directors and that supports their evaluation of the businesses' performance and their business decisions. The segments identified by the Group are, therefore, consistent with the manner in which the Board of Directors analyses operations.
Since the Group only operates in the domestic market, geographic segments are not presented.
AS OF 30 JUNE 2010
(Translation of notes originally issued in Portuguese – Note 20)
(Amounts expressed in Euro)
The information for the periods ended 30 June 2010 and 2009 is detailed as follows:
| Eliminations and | ||||
|---|---|---|---|---|
| 30.06.2010 | Newspapers | Magazines | consolidation adjustments |
Total |
| Net operating income | 50,032,115 | 16,748,300 | - | 66,780,415 |
| Operating cash-flow - EBITDA (a) | 10,330,996 | (399,030) | - | 9,931,966 |
| Earning before interest and taxes | 8,574,011 | (563,599) | - | 8,010,412 |
| 30.06.2009 | Newspapers | Magazines | Eliminations and consolidation adjustments |
Total |
| Net operating income | 48,092,492 | 16,663,880 | - | 64,756,372 |
| Operating cash-flow - EBITDA (a) | 9,594,494 | (364,355) | - | 9,230,139 |
| Earning before interest and taxes | 8,065,336 | (521,681) | - | 7,543,655 |
(a) - Earnings before interest, taxes, depreciation and amortisation
The interim financial statements as of 30 June 2010 were approved by the Board of Directors for issuance in 25 August 2010.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese, in accordance with International Financial Reporting Standards (IFRS/IAS) and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, some of which may not conform or be required to be generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
(Translation of financial statements originally issued in Portuguese)
(Amounts expressed in Euro)
| ASSETS | 30.06.2010 | 31.12.2009 |
|---|---|---|
| NON CURRENT ASSETS: | ||
| Tangible fixed assets | 50.678 | 10.647 |
| Financial investments | 222.000.260 | 222.000.260 |
| Deferred tax assets | 340.428 | 65.818 |
| Total non current assets | 222.391.366 | 222.076.725 |
| CURRENT ASSETS: State and other public entities |
517.011 | 256.712 |
| Other debtors | 3.077.885 | 2.303.390 |
| Other current assets | 164.803 | 218.968 |
| Investments recorded at fair value through profit and loss | 48.342.078 | 65.901.718 |
| Cash and cash equivalents | 39.942.323 | 26.186.339 |
| Total current assets | 92.044.100 | 94.867.127 |
| TOTAL ASSETS | 314.435.466 | 316.943.852 |
| EQUITY AND LIABILITIES | ||
| SHAREHOLDERS' FUNDS | ||
| Share capital | 25.641.459 | 25.641.459 |
| Share premium account | 15.874.835 | 15.874.835 |
| Legal reserve | 5.409.144 | 5.409.144 |
| Other reserves | 25.760.037 | 26.550.224 |
| Net profit / (loss) for the period | (8.044.497) | 912.558 |
| TOTAL EQUITY | 64.640.978 | 74.388.220 |
| LIABILITIES | ||
| NON CURRENT LIABILITIES | ||
| Other loans | 20.000.000 | 49.720.203 |
| Total non current liabilities | 20.000.000 | 49.720.203 |
| CURRENT LIABILITIES | ||
| Bank loans | 5.130.000 | 23.092 |
| Other loans | 174.173.796 | 149.518.014 |
| Derivatives | 1.284.633 | 245.439 |
| Suppliers | 2.855 | 1.821 |
| State and other public entities | 1.664.927 | 1.700.530 |
| Other current creditors | 45.033.980 | 39.946.191 |
| Other current liabilities | 2.504.297 | 1.400.342 |
| Total current liabilities | 229.794.488 | 192.835.429 |
| TOTAL LIABILITIES | 249.794.488 | 242.555.632 |
| TOTAL EQUITY AND LIABILITIES | 314.435.466 | 316.943.852 |
| 30.06.2010 | 30.06.2009 | |
|---|---|---|
| Other income | 2.089 | 10 |
| External supplies and services | (152.239) | (167.619) |
| Payroll expenses | (169.137) | (121.092) |
| Amortisation and depreciation | (5.667) | (8.613) |
| Other expenses | (24.911) | (62.172) |
| Gains and losses in other investments | (15.129.240) | 3.708.665 |
| Gains and losses in group companies | 7.858.771 | - |
| Financial expenses | (3.238.885) | (4.511.305) |
| Financial income | 381.216 | 552.007 |
| Net profit / (loss) before income tax | (10.478.003) | (610.119) |
| Income tax | 2.433.506 | (23.711) |
| Net profit / (loss) for the period | (8.044.497) | (633.830) |
| Earnings per share: | ||
| Basic | (0,08) | (0,01) |
| Diluted | (0,06) | (0,00) |
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