Interim / Quarterly Report • Aug 2, 2013
Interim / Quarterly Report
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Consolidated accounts
1st semester 2013
| INTRODUCTION 2 | |
|---|---|
| STOCK EXCHANGE EVOLUTION 3 | |
| FINANCIAL REVIEW 5 | |
| SECOND SEMESTER OUTLOOK 8 | |
| CORPORATE GOVERNANCE 9 | |
| LEGAL MATTERS 10 | |
| DECLARATION OF RESPONSIBILITY 12 | |
| CLOSING REMARKS 12 | |
| MEMBER OF THE BOARD OF DIRECTORS 12 |
Pursuant to the legal requirements, the Board of Directors of Cofina, S.G.P.S., S.A. (Public Company) hereby presents its Directors' Report for the first semester of 2013.
Cofina Group develops its activity in the Media sector and contents.
The key Group Company in this sector is Cofina Media, S.G.P.S., S.A., which owns headings of reference, leaders in their respective segments. In the Group´s publishing portfolio the daily newspaper "Correio da Manhã", the daily sports newspaper "Record", the economic information newspaper "Jornal de Negócios", the free newspapers "Destak" and "Metro", the information magazine "Sábado" as well as other titles, such as "TV Guia", "Flash!", "Vogue" and "GQ" should be highlighted. The Company also owns the new cable TV channel "Correio da Manhã TV" ("CMTV"), which started broadcasting on March 17, 2013.
Therefore, as of 30 June 2013, the structure of the Cofina Group was as follows:
According to "APCT - Associação Portuguesa para o Controlo de Tiragem e Circulação" for the year 2013 (January to April), "Correio da Manhã" newspaper is the best-seller in Portugal with average daily sales exceeding 114,000 copies. "Correio da Manhã" has a market share of 45.8% (daily paid generalist' newspaper segment). In 2012 this newspaper had a market share of 44.5% and in the first months of 2013, despite the adverse market conditions, continued to strengthen its leadership.
In the first semester of 2013, Cofina's shares declined about 29% over the closing price of the end of the previous year, while the Portuguese market index, PSI-20, declined 2% in the same period.
In the first half of 2013, Cofina´s shares were traded at the highest price of 0.607 Euro, and at the lowest price of 0.42 Euro. In total, 19,047,022 shares were traded in the first six months of 2013.
The most significant events that affected Cofina´s shares in the first semester of 2013 can be detailed as follows:
Annual Shareholders Meeting in which was approved, among other proposals, a dividend distribution of 0.01 Euro per share.
The consolidated financial information of Cofina for the 1st half of 2013, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), can be presented as follows:
| (amounts in thousand Euro) | 1H 2013 | 1H 2012 | Var (%) 1H13/1H12 |
|---|---|---|---|
| Operating income | 51,032 | 56,054 | -9.0% |
| Circulation | 27,702 | 29,700 | -6.7% |
| Advertising | 16,654 | 20,001 | -16.7% |
| Alternative marketing products and others | 6,676 | 6,353 | 5.1% |
| Operating income by segments | 51,032 | 56,054 | -9.0% |
| Newspapers | 40,608 | 43,673 | -7.0% |
| Magazines | 10,424 | 12,381 | -15.8% |
| Operating expenses (a) | 45,285 | 49,093 | -7.8% |
| Consolidated EBITDA (b) | 5,747 | 6,961 | -17.4% |
| EBITDA margin | 11.3% | 12.4% | - 1.2 p.p. |
| Newspapers EBITDA | 6,695 | 7,780 | -13.9% |
| Newspapers EBITDA margin | 16.5% | 17.8% | - 1.3 p.p. |
| Magazines EBITDA | -948 | -819 | - |
| Magazines EBITDA margin | -9.1% | -6.6% | - |
| Amortisation and depreciation (-) | 1,800 | 1,598 | 12.6% |
| EBIT | 3,947 | 5,363 | -26.4% |
| EBIT margin | 7.7% | 9.6% | - 1.8 pp |
| Net financial income | (1,629) | (2,230) | - |
| Income before taxes and non-controlling interests | 2,318 | 3,133 | -26.0% |
| Income taxes | 1,857 | 2,440 | -23.9% |
| Non-controlling interests | (39) | 47 | -183.0% |
| Net consolidated profit / loss (c) | 500 | 646 | -22.6% |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
(c) Net profit / (loss) attributable to the parent company shareholders
The first half of 2013 was characterized by the maintenance of the economic crisis' environment in Portugal, which led to a contraction in the advertising investment and a decrease in circulation income. Regarding Cofina, this period was marked by the launch of the TV project "Correio da Manha TV", beginning on March 17th.
Therefore, in this context, the total operating income reached approximately 51 million Euro, corresponding to a decrease of 9% in comparison with the homologous period. This decrease was motivated by the reduction in advertising income (-17%) and circulation income (-7%), having the alternative marketing products income recorded an increase of approximately 5%.
EBITDA recorded in this period amounts to approximately 5.7 million Euro, which corresponds to a decrease of 17% year on year. EBITDA margin reached 11.3%.
The net consolidated profit recorded in the end of the first half of 2013 amounted to 500 thousand Euro.
As of June 30, 2013, the nominal net debt of Cofina amounted to 74.5 million Euro.
Newspaper Segment:
| (amounts in thousand Euro) | 1H 2013 | 1H 2012 | Var (%) 1H13/1H12 |
|---|---|---|---|
| Consolidated operating income | 40,608 | 43,673 | -7.0% |
| Circulation | 21,416 | 22,628 | -5.4% |
| Advertising | 13,531 | 15,770 | -14.2% |
| Alternative marketing products and others | 5,661 | 5,275 | 7.3% |
| Operating expenses (a) | 33,913 | 35,893 | -5.5% |
| Consolidated EBITDA (b) | 6,695 | 7,780 | -13.9% |
| EBITDA margin | 16.5% | 17.8% | - 1.3 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
The newspaper segment of Cofina recorded, in the first half of 2013, a total income of 40.6 million Euro, which represents a decrease of 7% when compared with the homologous period. The advertising income recorded a decrease of approximately 14%, reaching 13.5 million Euro; whilst the circulation income dropped approximately 5%, having reached 21.4 million Euro.
The alternative marketing products income recorded a growth of 7.3%, reaching approximately 5.7 million Euro.
Therefore, EBITDA reached in the period under analysis amounted to approximately 6.7 million Euro, a decrease of approximately 14%, when compared with the homologous period. EBITDA margin amounted to 16.5%.
During this period, the newspaper segment includes the results of the new cable TV channel "Correio da Manhã TV".
| 1H 2013 | 1H 2012 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 1H13/1H12 | ||
| Consolidated operating income | 10,424 | 12,381 | -15.8% |
| Circulation | 6,286 | 7,072 | -11.1% |
| Advertising | 3,123 | 4,231 | -26.2% |
| Alternative marketing products and others | 1,015 | 1,078 | -5.8% |
| Operating expenses (a) | 11,372 | 13,200 | -13.8% |
| Consolidated EBITDA (b) | -948 | -819 | - |
| EBITDA margin | -9.1% | -6.6% | - |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
The total income of this segment reached approximately 10.4 million Euro, reflecting a decrease of approximately 16% when compared to the homologous period of 2012.
Circulation income recorded a decrease of 11%, reaching approximately 6.3 million Euro, while the
advertising revenue decreased approximately 26%. The alternative marketing products income recorded a decrease of 5.8%.
As a result of the strengthening of the costs reduction strategy, operational costs were reduced by, approximately, 1.8 million Euro, amount that was lower than the reduction recorded in revenue, which was nearly 2 million Euro. Thus, EBITDA of the magazines segment, recorded in the first half of 2013 was -948 thousand Euro.
The macroeconomic environment remains instable although it is possible to anticipate signals indicating a moderate recovery of the economy during the second semester of the year. Therefore, in this context, it is anticipated the maintenance of the recession environment in terms of advertising investment, but may be expected a reversal of this trend during this period, particularly during the fourth quarter.
Cofina is alert to the market reality, implementing a set of measures to control and reduce costs, seeking to adapt the Company to the tough market conditions in which it operates. However, as showed by economic results, the reach of these policies has been limited by the magnitude of the decreases recorded in revenues.
The Board of Directors will continue to develop and implement appropriate policies to maintain a minimum level of profitability required to the assets under management.
In compliance with the legal requirements in force, the Company is exempted from presenting information regarding Corporate Governance, once this information is only mandatory upon presentation with the Annual Directors' Report. The Annual Report about Corporate Governance is an integral part of Cofina Annual Financial Statements for year 2012 and it is available on our website (www.cofina.pt).
Pursuant to the requirements of article 66 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that as of 30 June 2013 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 ("Código das Sociedades Comerciais"), the Directors inform that, as of 30 June 2013, the shares held were as follows:
| 10,901,582 |
|---|
| 14,784,857 |
| 10,262,115 |
| 854,500 |
| 5,628,291 |
| 15,385,276 |
(a) –Paulo Jorge dos Santos Fernandes holds, individually, 3,785,746 shares of Cofina, and are also attributable to this Board member, 7,115,836 shares of Cofina held by Actium Capital – SGPS, S.A., of which he is director and dominant shareholder. Thus, in legal terms, are considered attributable to Paulo Jorge dos Santos Fernandes a total of 10,901,582 shares, representing 10.63% of the capital and voting rights of Cofina.
(b) – 14,784,857 shares represent the total shares of Cofina held by Caderno Azul – SGPS, S.A., of which the Director João Manuel Matos Borges de Oliveira is also director and shareholder.
(c) – 10,262,115 shares represent the total shares of Cofina held by Livre Fluxo – SGPS, S.A., of which the Director Domingos José Vieira de Matos is also director and dominant shareholder.
(d) – 15,385,276 shares represent the total shares of Cofina held by Promendo – SGPS, S.A., of which the Director Ana Rebelo de Carvalho Menéres de Mendonça is director and holder of 59.6% of the share capital.
As of 30 June 2013 the Statutory Auditor and the members of the Shareholders' Meeting and of the Satutory 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 Company informs that, in accordance with the notifications received, the companies and/or individuals that hold qualified holdings exceeding 2%, 5%, 10%, 15%, 20%, 33% and 50% of the voting rights, are as follows:
| Shares held at | Direct % of voting | |
|---|---|---|
| Exceeding 2% of the voting rights | 30.06.2013 | rights |
| Credit Suisse Group AG | 5,039,060 | 4.91% |
| Paulo Jorge dos Santos Fernandes (a) | 3,785,746 | 3.69% |
| Maria João Fernandes Vieira de Matos | 2,051,500 | 2.00% |
(a) – It is also attributable to Paulo Jorge dos Santos Fernandes, 7,115,836 shares of Cofina held by Actium Capital – SGPS, S.A., of which he is also director and dominant shareholder.
| Shares held at | Direct % of | |
|---|---|---|
| Exceeding 5% of the voting rights | 30.06.2013 | voting rights |
| Actium Capital – SGPS, S.A. (a) | 7,115,836 | 6.94% |
| Pedro Miguel Matos Borges de Oliveira | 5,628,291 | 5.49% |
(a) 7,115,836 shares of Cofina held by Actium Capital – SGPS, S.A., are attributable to Paulo Jorge dos Santos Fernandes, of which he is also director and dominant shareholder.
| Shares held at | Direct % of | |
|---|---|---|
| Exceeding 10% of the voting rights | 30.06.2013 | voting rights |
| Caderno Azul – SGPS, S.A. (a) | 14,784,857 | 14.41% |
| Livre Fluxo – SGPS, S.A. (b) | 10,262,115 | 10.01% |
(a) 14,784,857 shares held by Caderno Azul – SGPS, S.A., are attributable to João Manuel Matos Borges de Oliveira, of which he is also director and shareholder.
(b) 10,262,115 shares held by Livre Fluxo – SGPS, S.A., are attributable to Domingos José Vieira de Matos, of which he is also director and dominant shareholder.
| Share held at | Direct % of | |
|---|---|---|
| Exceeding 15% of the voting rights | 30.06.2013 | voting rights |
| Newshold, SGPS, S.A. | 15,464,528 | 15.08% |
| Promendo – SGPS, S.A. (a) | 15,385,276 | 15.00% |
(a) –15,385,276 shares held by Promendo – SGPS, S.A., are attributable to Ana Rebelo de Carvalho Menéres de Mendonça, of which she is a director and holder of 59.6% of the share capital.
Cofina was not notified of any participation exceeding 20% of the voting rights.
The members of the Board of Directors of Cofina, S.G.P.S., S.A. declare to assume responsibility for the information presented herein and assure that the items included herein are true and that, to the best of their knowledge, there are no omissions.
As a required by article 8, no. 3, of the Securities Code, the Board of Directors of Cofina, S.G.P.S., S.A. declares that the accounts that integrate this report were not subject to 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 cooperated with the Group.
Oporto, 1 August 2013
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 de Carvalho Menéres de Mendonça Member of the Board of Directors
Disclosure of shares and other securities owned by Directors and members of the Board, as well as by other people with whom they close relate to, under the terms of Article 248 B of the Securities Code, and transactions over these shares that took place on the period under analysis.
| Shares held as of | |||||
|---|---|---|---|---|---|
| Member of the Board of Directors | 31-Dec-2012 | Acquisitions Disposals | Other | 30-Jun-2013 | |
| Paulo Jorge dos Santos Fernandes | 3,785,746 | - | - | - 3,785,746 |
|
| Paulo Jorge dos Santos Fernandes (allocation via ACTIUM CAPITAL - SGPS, S.A.) | 5,415,836 | 1,700,000 | - | - 7,115,836 |
|
| João Manuel Matos Borges de Oliveira (allocation via CADERNO AZUL - SGPS, S.A.) | 14,784,857 | - | - | - 14,784,857 |
|
| Domingos José Vieira de Matos | 7,381,112 | - | (7,381,112) | - - |
|
| Domingos José Vieira de Matos (allocation via LIVRE FLUXO - SGPS, S.A.) | - | 10,262,115 | - | - 10,262,115 |
|
| Pedro Miguel Matos Borges de Oliveira | 5,628,291 | - | - | - 5,628,291 |
|
| Ana Rebelo Mendonça | 6,377,840 | - | - (6,377,840) | - | |
| Ana Rebelo Mendonça (allocation via PROMENDO - SGPS, S.A.) | 9,007,436 | - | - | 6,377,840 | 15,385,276 |
| Pedro Macedo Pinto de Mendonça | 854,500 | - | - | - 854,500 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2012 | - | - | - | - | 3,785,746 |
| 30 June 2013 | - | - | - | - | 3,785,746 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2012 | - | - | - | - | 5,415,836 |
| 05 April 2013 | Buy | 1,700,000 | 0.540000 | NYSE Euronext Lisbon | 7,115,836 |
| 30 June 2013 | - | - | - | 7,115,836 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2012 | - | - | - | - | 854,500 |
| 30 June 2013 | - | - | - | - | 854,500 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2012 | - | - | - | - | 7,381,112 |
| 18 February 2013 | Sale | 7,381,112 | 0.560000 | NYSE Euronext Lisbon | - |
| 30 June 2013 | - | - | - | - | - |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2012 | - | - | - | - | - |
| 18 February 2013 | Buy | 7,381,112 | 0.560000 | NYSE Euronext Lisbon | 7,381,112 |
| 30 April 2013 | Buy | 250,000 | 0.494657 | NYSE Euronext Lisbon | 7,631,112 |
| 02 May 2013 | Buy | 150,000 | 0.495000 | NYSE Euronext Lisbon | 7,781,112 |
| 03 May 2013 | Buy | 200,000 | 0.495000 | NYSE Euronext Lisbon | 7,981,112 |
| 13 May 2013 | Buy | 300,000 | 0.494973 | NYSE Euronext Lisbon | 8,281,112 |
| 14 May 2013 | Buy | 450,000 | 0.494444 | NYSE Euronext Lisbon | 8,731,112 |
| 17 May 2013 | Buy | 98,161 | 0.492453 | NYSE Euronext Lisbon | 8,829,273 |
| 20 May 2013 | Buy | 100,000 | 0.485000 | NYSE Euronext Lisbon | 8,929,273 |
| 21 May 2013 | Buy | 190,000 | 0.495000 | NYSE Euronext Lisbon | 9,119,273 |
| 22 May 2013 | Buy | 200,000 | 0.499000 | NYSE Euronext Lisbon | 9,319,273 |
| 23 May 2013 | Buy | 441,925 | 0.487377 | NYSE Euronext Lisbon | 9,761,198 |
| 24 May 2013 | Buy | 213,717 | 0.487679 | NYSE Euronext Lisbon | 9,974,915 |
| 27 May 2013 | Buy | 285,000 | 0.491789 | NYSE Euronext Lisbon | 10,259,915 |
| 28 May 2013 | Buy | 2,200 | 0.491455 | NYSE Euronext Lisbon | 10,262,115 |
| 30 June 2013 | - | - | - | - | 10,262,115 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2012 | - | - | - | - | 14,784,857 |
| 30 June 2013 | - | - | - | - | 14,784,857 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2012 | - | - | - | - | 5,628,291 |
| 30 June 2013 | - | - | - | - | 5,628,291 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2012 | - | - | - | - | 6,377,840 |
| 09 April 2013 | Allocation change | 6,377,840 | ------ | ------- | - |
| 30 June 2013 | - | - | - | - | - |
Ana Rebelo Mendonça (allocation via PROMENDO - SGPS, S.A.)
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2012 | - | - | - | - | 9,007,436 |
| 09 April 2013 | Allocation change | 6,377,840 | ------ | ------- | 15,385,276 |
| 30 June 2013 | - | - | - | - | 15,385,276 |
The signatories individually declare that, to their knowledge, the Financial Statements prepared meeting the standards of the applicable International Financial Accounting ("IFRS") as adopted by the European Union, for Interim Financial Reporting, give a truthful and appropriate image of the assets and liabilities, financial position and the consolidate results of Cofina, S.G.P.S., S.A. and of the companies included in the consolidation, and that the Interim Management Report describes the evolution of business, the performance and the financial position of Cofina, S.G.P.S., S.A. and companies of the companies included in the consolidation, and contains a description of the major risks and uncertainties that they face.
Oporto, 1 August 2013
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 de Carvalho Menéres de Mendonça Member of the Board of Directors
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
| ASSETS | Notes | 30.06.2013 | 31.12.2012 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 8,939,947 | 8,176,586 | |
| Goodwill | 5 | 93,244,107 | 93,404,086 |
| Intangible assets | 257,796 | 482,911 | |
| Investments in associated companies | 4 | 3,498,526 | 3,426,665 |
| Investments held for sale | 4 | 8,570 | 8,570 |
| Deferred tax assets | 6 | 4,905,733 | 5,588,538 |
| Total non current assets | 110,854,679 | 111,087,356 | |
| CURRENT ASSETS | |||
| Inventories | 1,464,100 | 2,076,687 | |
| Customers | 8,655,984 | 7,104,462 | |
| State and other public entities | 179,091 | 329,043 | |
| Other current debtors | 627,396 | 387,951 | |
| Other current assets | 6,827,108 | 5,681,196 | |
| Investments recorded at fair value through profit and loss | 9,066 | 9,066 | |
| Cash and cash equivalents | 7 | 8,618,488 | 15,741,207 |
| Total current assets | 26,381,233 | 31,329,612 | |
| TOTAL ASSETS | 137,235,912 | 142,416,968 | |
| EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' FUNDS | |||
| Share capital | 8 | 25,641,459 | 25,641,459 |
| Share premium account | 15,874,835 | 15,874,835 | |
| Legal reserve | 5,409,144 | 5,409,144 | |
| Other reserves | (34,194,161) | (36,913,812) | |
| Consolidated net profit/(loss) for the period attributable to the parent company | 500,310 | 3,986,740 | |
| Equity attributable to equity holder of the parent company | 13,231,587 | 13,998,366 | |
| Non controlling interests | 608,075 | 739,995 | |
| TOTAL EQUITY | 13,839,662 | 14,738,361 | |
| LIABILITIES | |||
| NON CURRENT LIABILITIES | |||
| Other loans | 9 | 11,000,000 | 13,000,000 |
| Pension liabilities | 434,562 | 434,562 | |
| Other non current creditors | 10 | 180,269 | 483,843 |
| Provisions | 7,914,483 | 6,429,560 | |
| Total non current liabilities | 19,529,314 | 20,347,965 | |
| CURRENT LIABILITIES | |||
| Bank loans | 7 e 9 | 9,995,775 | 9,855,532 |
| Other loans | 9 | 62,159,605 | 66,033,119 |
| Derivatives | 11 | 725,359 | 992,890 |
| Suppliers | 8,221,289 | 8,716,589 | |
| State and other public entities | 3,479,264 | 2,637,194 | |
| Other current creditors | 8 | 7,816,536 | 8,025,213 |
| Other current liabilities | 11,469,108 | 11,070,105 | |
| Total current liabilities | 103,866,936 | 107,330,642 | |
| TOTAL LIABILITIES | 123,396,250 | 127,678,607 | |
| TOTAL EQUITY AND LIABILITIES | 137,235,912 | 142,416,968 | |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Translation of financial statements originally issued in Portuguese - Note 19) (Amounts expressed in Euro)
| Notes | 30.06.2013 | 30.06.2012 | 2nd quarter 2013 |
2nd quarter 2012 |
|
|---|---|---|---|---|---|
| Sales | 27,702,232 | 29,519,350 | 13,788,335 | 14,723,323 | |
| Services rendered | 16,653,924 | 20,121,457 | 8,701,351 | 10,749,785 | |
| Other operating income | 6,676,144 | 6,413,485 | 3,942,941 | 4,209,667 | |
| Cost of sales | (7,697,136) | (8,892,310) | (3,774,086) | (4,529,762) | |
| External supplies and services | (20,631,368) | (22,982,081) | (11,370,828) | (13,207,504) | |
| Payroll expenses | (16,541,229) | (16,559,820) | (8,264,520) | (7,862,850) | |
| Amortisation and depreciation | (1,799,603) | (1,598,175) | (899,785) | (799,025) | |
| Provisions and impairment losses | (279,005) | (489,835) | (110,931) | (229,291) | |
| Other operating expenses | (136,867) | (169,521) | (71,272) | (109,708) | |
| Financial expenses | 11 | (1,881,859) | (3,048,537) | (935,515) | (1,603,940) |
| Financial income | 11 | 252,575 | 818,940 | 202,077 | 433,746 |
| Profit / loss before income tax | 2,317,808 | 3,132,953 | 1,207,767 | 1,774,441 | |
| Income tax | 6 | (1,856,848) | (2,439,683) | (992,897) | (1,355,606) |
| Net consolidated profit / (loss) for the period | 460,960 | 693,270 | 214,870 | 418,835 | |
| Attributable to: | |||||
| Shareholders of the parent company | 500,310 | 646,054 | 223,284 | 333,172 | |
| Non-controlling interests | (39,350) | 47,216 | (8,414) | 85,663 | |
| Earnings per share: | |||||
| Basic | 14 | 0.00 | 0.01 | 0.00 | 0.00 |
| Diluted | 14 | 0.00 | 0.01 | 0.00 | 0.00 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
| Att ribu tab le t ity hol der f th nt c o e qu s o e p are om pan y |
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| 11, 895 0 ,55 |
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| - | - | - | 1,0 25, 658 |
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|
| - | - | - | ( 430 ) |
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| 750 ,49 9 |
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11, 562 ,29 2 |
| 14, 738 ,36 1 |
|||||||
| - | - | - | 3,9 86, 740 |
( ) 3,9 86, 740 |
- | - | - |
| - | - | - | 658 | - | 1,0 25, 658 |
375 | ( 1,0 65, 033 ) |
| - | - | - | 264 ,07 |
- | 264 ,07 |
927 55, |
( 320 ,00 0) |
| - | - | - | ( ) 10, 925 |
- | ( ) 10, 925 |
2,7 32 |
( 93) 8,1 |
| - | - | - | 33, 567 |
500 ,31 0 |
533 ,87 7 |
39, 350 |
494 ,52 7 |
| 25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 1) 34, 194 ,16 |
500 ,31 0 |
13, 231 ,58 7 |
608 ,07 5 |
13, 839 ,66 2 |
| 25, 641 ,45 9 - 25, 641 ,45 9 |
15, 874 ,83 5 - 15, 874 ,83 5 |
5,4 09, 144 - 5,4 09, 144 |
( 40, 629 ,85 4) 4,8 12, 155 ( ) 57, 229 ( 2) 36, 913 ,81 ( 1,0 25, ) ( 3) |
4,8 12, 155 ( 4,8 12, 155 ) 646 ,05 4 3,9 86, 740 |
11, 107 ,73 9 ( 1,0 25, 658 ) 703 ,28 3 13, 998 ,36 6 ( ) ( 3) |
787 ,81 1 ( ) 47, 216 739 ,99 5 ( 39, ) ( ) ( ) |
The accompanying notes form an integral part of the consolidated financial statements.
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
| 30.06.2013 | 30.06.2012 | 2nd quarter 2013 |
2nd quarter 2012 |
|
|---|---|---|---|---|
| Profit / (loss) for the period | 460,960 | 693,270 | 214,870 | 418,835 |
| Other comprehensive income: | ||||
| Items that will not be reclassified to net income | - | - | - | - |
| Items that will be reclassified to net income | ||||
| Exchange differences arising on translation of foreign operations | (167,297) | 64,556 | (270,737) | 93,006 |
| Changes in cash-flows hedges' fair value | 200,864 | (7,327) | 97,944 | 27,208 |
| 33,567 | 57,229 | (172,793) | 120,214 | |
| Total comprehensive income for the period | 494,527 | 750,499 | 42,077 | 539,049 |
| Attributable to: | ||||
| Shareholders of the parent company | 533,877 | 703,283 | 50,491 | 453,386 |
| Non-controlling interests | (39,350) | 47,216 | (8,414) | 85,663 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Amounts expressed in Euro)
| Notes | 30.06.2013 | 30.06.2012 | 2nd quarter 2013 | 2nd quarter 2012 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Operating activities | |||||||||
| Cash flow from operating activities (1) | 4,703,518 | 3,897,089 | 3,689,955 | 3,176,793 | |||||
| Investment activities | |||||||||
| Collections relating to: | |||||||||
| Interest and similar income | 139,480 | 975,589 | 58,815 | 565,050 | |||||
| Loans granted | - | 197,400 | - | - | |||||
| Dividends | 100,000 | 239,480 | - | 1,172,989 | 100,000 | 158,815 | - | 565,050 | |
| Payments relating to: | |||||||||
| Investments | 7 | (240,000) | (100,000) | (240,000) | (100,000) | ||||
| Tangible assets | (2,561,573) | (575,174) | (780,314) | (134,481) | |||||
| Intangible assets | (320,132) | (3,121,705) | (202,091) | (877,265) | (56,592) | (1,076,906) | (125,350) | (359,831) | |
| Cash flow from investment activities (2) | (2,882,225) | 295,724 | (918,091) | 205,219 | |||||
| Financing activities | |||||||||
| Collections relating to: | |||||||||
| Loans obtained | - | 20,000,000 | 20,000,000 | - | - | - | - | ||
| Payments relating to: | |||||||||
| Interest and similar costs | (1,565,782) | (2,785,750) | (654,207) | (933,575) | |||||
| Lease contracts | (585,678) | (608,298) | (272,639) | (280,689) | |||||
| Dividends | (1,025,658) | (1,025,658) | (1,025,658) | (1,025,658) | |||||
| Loans obtained | (5,400,000) | (22,213,395) | (5,050,000) | - | |||||
| Supplementary capital | - | (8,577,118) | - | (26,633,101) | - | (7,002,504) | - | (2,239,922) | |
| Cash flow from financing activities (3) | (8,577,118) | (6,633,101) | (7,002,504) | (2,239,922) | |||||
| Cash and its equivalents at the beginning of the period | 7 | 9,002,300 | 12,203,133 | 6,477,115 | 8,620,755 | ||||
| Changes in exchange rates | - | 54,454 | - | 54,454 | |||||
| Variation of cash and its equivalents: (1)+(2)+(3) | (6,755,825) | (2,440,288) | (4,230,640) | 1,142,090 | |||||
| Cash and its equivalents at the end of the period | 7 | 2,246,475 | 9,817,299 | 2,246,475 | 9,817,299 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
AS OF 30 JUNE 2013
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
Cofina, SGPS, S.A. ("Cofina" or "Company"), is a public capital company, with headquarters located at Rua General Norton de Matos, 68, r/c, in Porto, and is the Parent company of a group of companies detailed in Note 4, commonly designated as "Cofina Group" which develop their activity in the media sector, mainly dedicated to written press. Its shares are listed in the NYSE Euronext Lisbon Stock Exchange.
The Group owns headings of reference in the respective segments, publishing titles like newspapers "Correio da Manhã", "Record", "Jornal de Negócios", "Destak" and "Metro", as well as the magazines "Sábado", "TV Guia", "Flash!" and "GQ", among others.
During the semester ended as of 30 June 2013, the Group developed its activity mainly in Portugal, having also some interests in Brazil through the investment in Destak Brasil and in the subsidiary Adcom Media (Note 4).
Cofina Group consolidated financial statements are expressed in Euro (rounded to the nearest unit). This is the currency used by the Group in its operations and as so, considered the functional currency. The operations of the foreign group companies whose functional currency is not the Euro are translated to Euro using the exchange rates in force at the balance sheet date. Income and expenses and cash flows are converted to Euro using the average exchange rate for the period. The exchange rate differences originated are recorded in equity captions.
The accompanying consolidated financial statements have been prepared under the going concern assumption.
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 June 2013 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 2012.
During this period there were no changes in accounting policies nor were detected any material errors relating to previous periods.
AS OF 30 JUNE 2013
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
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 June 2013 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent Company: | |||
| Cofina, SGPS, S.A. | Porto | Investment management | |
| Cofina B.V. ("Cofina BV") | Amesterdam (The Netherlands) |
100% | Investment management |
| Efe Erre Participações, SGPS, S.A. ("FR") | Porto | 100% | Investment management |
| Cofina Media Group | |||
| Cofina Media, SGPS, S.A. ("Cofina Media") | Lisbon | 100% | Investment management |
| Presselivre – Imprensa Livre, S.A. ("Presselivre") | Lisbon | 99.44% | Newspapers and magazine publication |
| Edisport – Sociedade de Publicações, S.A. ("Edisport") |
Lisbon | 100% | Newspapers publication |
| Edirevistas – Sociedade Editorial, S.A. ("Edirevistas") |
Lisbon | 99.46% | Magazines publication |
| Mediafin, SGPS, S.A. ("Mediafin") | Lisbon | 100% | Investment management |
| Metronews – Publicações, S.A. ("Metronews") | Lisbon | 59% | Newspapers publication |
| Grafedisport – Impressão e Artes Gráficas, S.A. ("Grafedisport") |
Queluz | 100% | Newspapers print |
| Web Works – Desenvolvimento de Aplicações· para Internet, S.A. ("Web Works") |
Lisbon | 100% | Production and creation of websites for online business development |
| Transjornal – Edição de Publicações, S.A. ("Transjornal") |
Lisbon | 59% | Newspapers publication |
| Cofina - Eventos e Comunicação S.A. ("Cofina Eventos") (a) |
Lisbon | 100% | Events promotion and organization |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") |
São Paulo, Brazil | 80% | Communication and advertising services |
(a) During the six months' period ended as of June 30, 2013, Cofina Group acquired an additional percentage of 30% in Cofina Eventos share capital.
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 June 2013 are as follows:
| Designation | Headquarters | Percentage Participation held |
Activity | |
|---|---|---|---|---|
| Direct | Indirect | |||
| VASP – Sociedade de Transportes e Distribuições, Lda. | Lisbon | 33.33% | - | Publications distribution |
| Destak Brasil – Empreendimentos e Participações, S.A | São Paulo, Brazil |
23.92% | - | Investment management |
| Mercados Globais – Publicação de Conteúdos, Lda. | V.N.Gaia | 50% | - | Management of services and promotion of a financial forum on the internet |
The associated company VASP was included in the consolidated financial statements in accordance with the equity method. The other companies are recorded at cost less accumulated impairment losses.
(Amounts expressed in Euro)
The acquisition cost of the associated companies and their book value as of 30 June 2013 are as follows:
| Designation | Acquisition cost |
Book value |
Equity | Net result |
|---|---|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 3,498,026 | € 10,494,078 | € 305,900 |
| Destak Brasil – Editora, S.A. (a) | - | - | R\$ (1,741,562) | R\$ (43,937) |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 299,064 | € 500 | R\$ 196,322 | R\$ (89,519) |
| Mercados Globais – Publicação de Conteúdos, Lda. | € 72,000 | - | (b) | (b) |
(a) – investment held by the associated Destak Brasil – Empreendimentos e Participações, S.A.
(b) –financial information not available.
As of 30 June 2013 and 31 December 2012 the caption "Investments in associated companies" can be detailed as follows:
| 30.06.2013 | 31.12.2012 | |
|---|---|---|
| Financial Investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 3,498,026 | 3,426,165 |
| Destak Brasil – Empreendimentos e Participações, S.A. | 154,535 | 154,535 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 3,724,561 | 3,652,700 | |
| Impairment losses on investments in associated companies | (226,035) | (226,035) |
| Loans to associated companies | - | - |
| 3,498,526 | 3,426,665 |
As of 30 June 2013 and 31 December 2012 the Group has available for sale investments corresponding to minority investments, for which the Group has recorded impairment losses in previous periods, showing on those dates a net amount of 8,570 Euro. As of 30 June 2013 and 31 December 2012, the total value of investments for which impairments of the same amount were recorded amounts to 877,942 Euro.
During the six months period ended as of 30 June 2013 and 2012, the movement in the caption "Goodwill" fully refers to the changes in exchange rates in the semester then ended of the Goodwill of the subsidiary Adcom Media.
AS OF 30 JUNE 2013
(Amounts expressed in Euro)
The movement occurred in deferred tax assets in the six months periods ended as of 30 June 2013 and 2012 was as follows:
| Deferred tax assets | |||
|---|---|---|---|
| 30.06.2013 | 30.06.2012 | ||
| Opening balance | 5,588,538 | 7,512,008 | |
| Effects in the income statement: | |||
| Increase/(Decrease) in tax losses carried forward Prior year tax correction following changes in tax rules |
932,444 (1,542,829) |
15,526 (1,542,829) |
|
| Effects in equity: | |||
| Fair value of derivate instruments | (72,420) | 2,642 | |
| Closing balance | 4,905,733 | 5,987,347 |
Tax expenses recorded in the income statements for the six months period ended as of 30 June 2013 and 2012 are detailed as follows:
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| Current Tax | ||
| Income tax for the period | 412,663 | 480,273 |
| Excess/(Insufficiency) of prior years income tax | 3,980 | (167,892) |
| Additional assessment tax | 785,000 | 600,000 |
| Deferred taxes | 655,205 | 1,527,302 |
| 1,856,848 | 2,439,683 |
As of 30 June 2013, disputes with the Portuguese tax authorities ("Autoridade Tributária e Aduaneira") were still in progress following a Corporate Income Tax inspection with an amount of, approximately, 13 million Euro being challenged by the tax authorities. In order to cope with these disputes, the Group recorded provisions in the amount of 6,085,000 Euro (785,000 Euro in the first half of 2013), which correspond to the best estimate made by the Board of Directors, supported by their legal and tax advisers, of the impact that might outcome from the ongoing tax claims.
As of 31 December 2012 and as of 30 June 2013 and 2012, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.06.2013 | 31.12.2012 | 30.06.2012 | |
|---|---|---|---|
| Cash | 71,736 | 70,108 | 91,667 |
| Bank deposits repayable on demand | 8,194,752 | 13,910,726 | 22,386,504 |
| Bank deposits repayable in less than 3 months | 352,000 | 1,760,373 | 6,352,000 |
| Cash and cash equivalents in accordance with the balance sheet | 8,618,488 | 15,741,207 | 28,830,171 |
| Bank overdrafts (Note 9) | (6,372,013) | (6,738,907) | (19,012,872) |
| Cash and cash equivalents | 2,246,475 | 9,002,300 | 9,817,299 |
During the six months period ended as of 30 June 2013, payments relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Cofina - Eventos e Comunicação S.A. (*) | 320,000 | 240,000 |
| 320,000 | 240,000 | |
(*) acquisition of an additional investment of 30% in share capital
During the six months period ended as of 30 June 2012, payments relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Adcom Media – Anúncios e Publicidade S.A. (*) | 300,000 | 100,000 |
| 300,000 | 100,000 | |
| (*) acquired in previous periods |
As of 30 June 2013, 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.
As of 30 June 2013 and 31 December 2012, the caption "Bank loans" was made up as follows:
| 30.06.2013 | |||||
|---|---|---|---|---|---|
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bank overdrafts (Note 7) | 6,372,013 | - | 6,372,013 | - | |
| Bank loans | 3,623,762 | 11,000,000 | 3,500,000 | 11,000,000 | |
| 9,995,775 | 11,000,000 | 9,872,013 | 11,000,000 | ||
| 31.12.2012 | |||||
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current |
| Bank overdrafts (Note 7) | 6,738,907 | - | 6,738,907 | - |
|---|---|---|---|---|
| Bank loans | 3,116,625 | 13,000,000 | 3,000,000 | 13,000,000 |
| 9,855,532 | 13,000,000 | 9,738,907 | 13,000,000 |
(Amounts expressed in Euro)
As of 30 June 2013 and 31 December 2012, the caption "Other loans" was made up as follows:
| 30.06.2013 | ||||||
|---|---|---|---|---|---|---|
| Book value | Nominal Value | |||||
| Current | Non Current | Current | Non Current | |||
| Bond loans Commercial paper |
49,967,566 12,192,039 |
- - |
50,000,000 12,200,000 |
- - |
||
| 62,159,605 | - | 62,200,000 | - | |||
| 31.12.2012 | ||||||
| Book value | Nominal Value | |||||
| Current | Non Current | Current | Non Current | |||
| Bond loans Commercial paper |
49,947,225 16,085,894 |
- - |
50,000,000 16,100,000 |
- - |
||
| 66,033,119 | - | 66,100,000 | - |
As of 30 June 2013 this caption was made up of a loan called "Bonds Cofina - 2007/2015", whose nominal value amounts to 50 million Euro, issued by Cofina SGPS, SA and which book value, valued in accordance with the effective interest rate method, amounts to 49,967,566 Euro. This loan, according to its terms, matures on September 28, 2015. However, according to the initial agreement, the holders of the bonds may request, in their sole initiative, early repayment, without any penalties, of the bonds they hold. In this sense, although the Board of Directors believes that the holders of these bonds will not request early repayment and, consequently, its term will be as initially targeted contractually (28 September 2015), the Company, in light of the accounting standards and since the ability to request this refund is in exclusive possession of the holder and not the issuer of the bonds, classified this loan as current.
The main features of this loan are as follows:
The liability caption "Commercial paper" relates to a commercial paper program, in the maximum amount of 18,000,000 Euro, with guaranteed subscription by the banks until January 2014, which bears interest at market rates.
The liability caption "Bank loans" corresponds to a loan agreement celebrated in March 2012 which bears interest quarterly at market rates and has its maturity on 15 October 2016.
(Amounts expressed in Euro)
The reimbursement of the nominal value of this bank loan is as follows:
| 30.06.2013 | |
|---|---|
| 2014 | 2,000,000 |
| 2015 | 4,000,000 |
| 2016 | 5,000,000 |
| 11,000,000 | |
| Short term | 3,500,000 |
| 14,500,000 |
As of 30 June 2013 and 31 December 2012, the amounts payable to fixed asset suppliers related to financial lease contracts were classified in the captions "Other non-current creditors" and "Other current creditors" and had the following reimbursement plan:
| 30.06.2013 | 31.12.2012 | |
|---|---|---|
| Year n+1 | 150,998 | 446,079 |
| Year n+2 | 21,084 | 10,294 |
| Year n+3 | 8,187 | 22,993 |
| Year n+4 | - | 4,477 |
| Year n+5 and subsequent years | - | - |
| 180,269 | 483,843 | |
| Short term | 637,744 | 914,240 |
| 818,013 | 1,398,083 |
As of 30 June 2013, this caption is made of interest rate swaps related to the Group's financing loans. As these derivatives fulfil the requirements of IAS 39 – Financial Instruments: Recognition and Measurement in order to be classified as hedging instruments, their fair value has been recorded under the shareholder's funds' caption "Other reserves", net of deferred taxes.
(Amounts expressed in Euro)
The movement in these derivatives for the six months period ended as of 30 June 2013 and 2012 can be presented as follows:
| 30.06.2013 | |||||
|---|---|---|---|---|---|
| "Market-to market" |
Accrued interest |
Market-to-market net of accrued interest |
Deferred tax assets |
Net Value | |
| Opening balance | 992,890 | (126,878) | 866,012 | 229,493 | 636,519 |
| Increases / (decreases) | (267,531) | N/A | (273,284) | (72,419) | (200,864) |
| Closing balance | 725,359 | (132,631) | 592,728 | 157,074 | 435,654 |
| 30.06.2012 | |||||
| "Market-to market" |
Accrued interest |
Market-to-market net of accrued interest |
Deferred tax assets |
Net Value | |
| Opening balance | 1,001,831 | (104,453) | 897,378 | 237,805 | 659,573 |
| Increases / (decreases) | 41,711 | N/A | 9,968 | 2,642 | 7,326 |
| Closing balance | 1,043,542 | (136,196) | 907,346 | 240,447 | 666,899 |
As of 30 June 2013, the Company had contracted interest rate hedging instruments which fair value, calculated by the discounted cash flow method, was as follows:
| Company | Funding covered | Start date | Maturity | Index | Notional | Fair value of financial instruments |
|---|---|---|---|---|---|---|
| Cofina SGPS, S.A. Bond loan | 28/09/2010 | 29/09/2014 | Euribor 6M | 20,000,000 | (725,359) | |
| 20,000,000 | (725,359) |
The financial income and expenses for the six months period ended as of 30 June 2013 and 2012 are made up as follows:
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| Financial expenses | ||
| Interest paid | (1,320,918) | (2,372,098) |
| Interests related with derivatives | (247,505) | (229,768) |
| Commissions | (268,338) | (209,391) |
| Other financial expenses | (45,098) | (237,280) |
| (1,881,859) | (3,048,537) | |
| Financial income | ||
| Interest received | 80,714 | 795,230 |
| Gains and losses in associated companies | ||
| Application of the Equity Method | 171,861 | 23,710 |
| 252,575 | 818,940 |
AS OF 30 JUNE 2013
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
The main balances with related parties as of 30 June 2013 and 2012 and the main transactions with related entities during the period then ended may be detailed as follows:
| Acquisition of Sales and other goods and Transactions income Services rendered services VASP – Sociedade de Transportes e Distribuições, Lda. 28,761,453 - 282,067 Destak Brasil Editora, S.A. - 812,103 - 28,761,453 812,103 282,067 Sales to Accounts receivable Accounts payable invoice Balances VASP – Sociedade de Transportes e Distribuições, Lda. 114,656 101,240 5,235,885 Destak Brasil Editora, S.A. 1,247,467 - - Destak Brasil - Empreendimentos e Participações, S.A. - 568,784 - 1,362,123 670,024 5,235,885 30.06.2012 Acquisition of Sales and other goods and Transactions income Services rendered services VASP – Sociedade de Transportes e Distribuições, Lda. 31,468,550 - 39,537 Destak Brasil Editora, S.A. - 1,537,529 - 31,468,550 1,537,529 39,537 Sales to Accounts receivable Accounts payable invoice Balances VASP – Sociedade de Transportes e Distribuições, Lda. (22,795) 123,358 5,952,996 Destak Brasil Editora, S.A. 772,172 - - Destak Brasil - Empreendimentos e Participações, S.A. - 748,586 - 749,377 871,944 5,952,996 |
30.06.2013 | ||
|---|---|---|---|
Sales and services rendered to associated companies during the period ended as of 30 June 2013 and 2012 relate mainly to sales of publications (newspapers and magazines) and alternative marketing products to VASP (Note 4), which handles the corresponding distribution to the points of sale. These transactions are carried out under the normal activity of the Group.
The services rendered to associated companies during the periods ended June 30, 2013 and 2012 correspond to the sale of advertising of the subsidiary Adcom Media (Note 4).
Apart from companies included in the consolidation (Note 4), the parties considered to be related companies as of 30 June 2013, can be presented as follows:
AS OF 30 JUNE 2013
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
Cofina SGPS, S.A. Board of Directors was composed as follows as of 30 June 2013:
Paulo Jorge dos Santos Fernandes João Manuel Matos Borges de Oliveira Pedro Macedo Pinto de Mendonça Domingos José Vieira de Matos Ana Rebelo de Carvalho Menéres de Mendonça Pedro Miguel Matos Borges de Oliveira
As of 30 June 2013, Cofina had provided guarantees as follows:
AS OF 30 JUNE 2013
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
As of 30 June 2013 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 880,000 Euro, mainly in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 32,500,000 Euro.
Earnings per share for the six months period ended as of 30 June 2013 and 2012 were determined taking into consideration the following amounts:
| 30.06.2013 | 30.06.2012 | |
|---|---|---|
| Net profit taken into consideration to calculate basic and diluted earnings per share |
500,310 | 646,054 |
| Weighted average number of shares used to calculate basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: | ||
| Basic | 0.00 | 0.01 |
| Diluted | 0.00 | 0.01 |
According to the source and nature of the income generated by the Group, the following segments were considered:
Since the Group mainly operates in the domestic market, geographic segments are not reported.
The information for the six months periods ended as of 30 June 2013 and 2012 is detailed as follows:
| Eliminations and | ||||
|---|---|---|---|---|
| consolidations | ||||
| 30.06.2013 | Newspapers | Magazines | adjustments | Total |
| Net operating income | 40,608,300 | 10,424,000 | - | 51,032,300 |
| Operating Cash-flow - EBITDA (a) | 6,694,751 | (948,056) | - | 5,746,695 |
| Operating profit | 4,915,842 | (968,750) | - | 3,947,092 |
| Eliminations and consolidations |
||||
|---|---|---|---|---|
| 30.06.2012 | Newspapers | Magazines | adjustments | Total |
| Net operating income | 43,673,146 | 12,381,146 | - | 56,054,292 |
| Operating Cash-flow - EBITDA (a) | 7,779,863 | (819,138) | - | 6,960,725 |
| Operating profit | 6,216,305 | (853,755) | - | 5,362,550 |
(a) - Operating profit + amortisation and depreciation
Relating to the year ended 31 December 2012, the Board of Directors proposed, in its annual report, that the net individual loss of Cofina, S.G.P.S., S.A., in the amount of 23,920,619.90 Euro would be transferred to caption "Retained earnings", having that proposal been approved in the General Shareholders' Meeting held as of 18 April 2013.
AS OF 30 JUNE 2013
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
Furthermore, the Board of Directors, proposed the distribution of dividends amounting to 1,025,658.36 Euro relating to the year ended as of 31 December 2012, which corresponds to a dividend of 0.01 Euro per share. This dividend was also approved in the General Shareholders Meeting of 18 April 2013.
The interim financial statements as of June 30, 2013 were approved by the Board of Directors and authorized for issue on July, 31 2013.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese, in accordance with International Financial Reporting Standards (IFRS/IAS) and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, some of which may not conform or be required to be generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
THE CHARTERED ACCOUNTANT THE BOARD OF DIRECTORS
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