Interim / Quarterly Report • Aug 30, 2018
Interim / Quarterly Report
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30 June 2018
| INTRODUCTION 3 | |
|---|---|
| STOCK EXCHANGE EVOLUTION 4 | |
| COMPANY ACTIVITY 6 | |
| FINANCIAL REVIEW 7 | |
| OUTLOOK 9 | |
| CORPORATE GOVERNANCE 10 | |
| LEGAL MATTERS 11 | |
| CLOSING REMARKS 13 | |
| STATEMENT UNDER ARTICLE 246, 1, C) OF THE SECURITIES CODE 14 | |
| ARTICLE 14, PARAGRAPH 7, OF PORTUGUESE SECURITIES MARKET COMMISSION (CMVM) REGULATION NO. 05/2008 16 |
|
| CONSOLIDATED FINANCIAL STATEMENTS AND NOTES 17 |
Pursuant to the legal requirements, the Board of Directors of Cofina, SGPS, S.A. ("Cofina"), hereby informs its Report and Accounts for the first half of 2018.
The 2018 financial year has revitalised the company, due to the materialisation of the restructuring process done in the past, which has been able not only to increase the press segment profitability, but also to develop the performance of the TV segment (CMTV), allowing it to achieve an outstanding performance.
(Note: PSI 20 was considered as an index with the same initial market value as the stocks, under analysis, in order to enable a better comparison of the quotations variations.)
In the first half of 2018, the Portuguese Stock Index (PSI-20) appreciated around 2.60% over to the end of 2017, while Cofina's shares appreciated 20.27%.
At the end of June 2018, Cofina's shares closing price was 0.540 Euro per share, corresponding to a market capitalization of 55.4 million Euro.
In the first half of 2018, Cofina's shares were traded at the highest price of 0.598 Euro and at the lowest price of 0.445 Euro. In total, 16,189,541 shares were traded.
4
I. Management Report
The main significant events that affected Cofina's shares price in the first half of 2018 can be detailed as follows:
Cofina Group develops its activity in the media and contents business area.
The key group company in this sector is Cofina Media, S.A., which owns headings of reference, leaders in their respective segments. In the Group's publishing portfolio, it should be highlighted the daily newspaper "Correio da Manhã", the daily sports newspaper "Record", the economic information newspaper "Jornal de Negócios", the free newspapers "Destak", the information magazine "Sábado" as well as other titles, such as "TV Guia". In addition, since 2013, Cofina Group incorporated the television channel "CMTV" into its operations portfolio.
As of 30 June 2018, Cofina Group's complete structure of participations was as follows:
According to the data provided by APCT ("Associação Portuguesa para o Controlo de Tiragem e Circulação"), for the first four months of 2018, "Correio da Manhã" is the most sold newspaper in Portugal, with an average of more than 85 thousand copies sold daily. According to the data provided by this certifying entity, "Correio da Manhã" has a market share of 35% (regarding the daily paid generic newspapers segment). Despite the generalised decrease on paid circulation in this segment, "Correio da Manhã" has been keeping its leadership, year after year.
The consolidated financial information of Cofina for the first half of 2018, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), can be presented as follows:
| (thousand Euro) | 1H 2018 | 1H 2017 | Var (%) 1H18/1H17 |
|---|---|---|---|
| Operational revenues | 44,904 | 43,991 | 2.1% |
| Circulation | 21,234 | 22,810 | -6.9% |
| Advertising | 13,592 | 14,454 | -6.0% |
| Alternative marketing products and others | 10,078 | 6,727 | 49.8% |
| Operational Costs (a) | 37,913 | 38,368 | -1.2% |
| Consolidated EBITDA (b) | 6,991 | 5,623 | 24.3% |
| EBITDA margin | 15.6% | 12.8% | +2.8 p.p. |
| Restructuring costs | 0 | -2,000 | |
| Consolidated EBITDA after restructuring | 6,991 | 3,623 | 93.0% |
| Current amortisation (-) | 839 | 923 | -9.1% |
| EBIT | 6,152 | 2,700 | 127.9% |
| EBIT margin | 13.7% | 6.1% | +7.6 pp |
| Net financial income / (loss) | (1,678) | (1,482) | 13.2% |
| Income before taxes and minority interests | 4,474 | 1,218 | 267.3% |
| Income taxes (IRC) | 1,831 | 500 | 266.2% |
| Net Consolidated Profit / (loss) (c) | 2,643 | 718 | 268.1% |
(a) Operational costs ex cluding amortisation
(b) EBITDA = earnings before interest, tax es, depreciation and amortisation
(c) Net profit / (loss) attributable to the parent company
The period under analysis was characterised by an increase in total operational revenues comparatively to the same period of the previous year (+2.1%). Despite the decrease recorded in circulation revenues (-6.9%) and in the advertising revenues (-6.0%), the alternative marketing products revenues achieved a 49.8% significant increase.
EBITDA before restructuring costs reached approximately 7 million Euro, which corresponds to 24.3% increase over the same period of the previous year. If, on the other hand, the analysis occurs over the EBITDA after restructuring costs, the increase was even more significant, recording a 93% increase when compared to the same period of the previous year.
Consolidated net profit amounted to 2.6 million Euro, corresponding to a relevant increase of 268.1% over the same period of the previous year.
As of 30 June 2018, Cofina's nominal net debt was 47.3 million Euro, a lower amount when compared to the nominal net debt as of 31 December 2017, which reached to 49.4 million Euro.
In operational terms, Cofina has being developing new units of business, highlighting the online gaming platform 40% owned by Cofina, "A Nossa Aposta", that obtained the licence to explore the sports odd-bets during the first quarter of 2018. "A Nossa Aposta" is consolidated under the equity method, thus does not have any impact in Cofina's operational revenues neither in consolidated EBITDA.
The performance of the channel "Correio da Manhã TV" (CMTV), which has systematically beaten audience records, is having an important contribution for Cofina results. Hence, CMTV recorded an average share of 3.4% during the first half of 2018. Moreover, the share recorded in the month of June was 4.04%. CMTV is the channel with the highest audience in the cable and the fourth largest Portuguese channel, behind three of the four mains Free to Air channels existing in Portugal.
In terms of future perspectives, the evolution of CMTV editorial and financial performance, associated to intrinsic seasonality factors of the media sector (fourth quarter stronger in terms of advertisement), allows us to forecast an annual EBITDA for the channel significantly higher than the one recorded in the previous year.
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 Management Report. The Annual Report about Corporate Governance is an integral part of Cofina Annual Financial Statements for the financial year 2017 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 2018 Cofina had no treasury shares and did not acquire nor sell treasury shares during the semester then ended.
As of 30 June 2018, the Directors inform that the shares they held were as follows:
| 13,386,332 |
|---|
| 15,400,000 |
| 12,395,257 |
| 7,719,360 |
| 20,488,760 |
(a) – The 13,386,332 shares are the total number of shares of COFINA – SGPS, S.A. held by ACTIUM CAPITAL, S.A., in which Paulo Jorge dos Santos Fernandes is director and majority shareholder.
(b) – The 15,400,000 shares are the total number of shares of COFINA – SGPS, S.A. held by INDAZ S.A., in which João Manuel Matos Borges de Oliveira is director.
(c) – The 12,395,257 shares are the total number of shares of COFINA – SGPS, S.A. held by LIVREFLUXO, S.A., in which Domingos José Vieira de Matos is director and majority shareholder.
(d) – The 7,719,360 shares are the total number of shares of COFINA – SGPS, S.A. held by VALOR AUTÊNTICO, S.A., in which Pedro Miguel Matos Borges de Oliveira is director and majority shareholder.
(e) – The 20,488,760 shares are the total number of shares of COFINA – SGPS, S.A. held by PROMENDO – SGPS, S.A., in which Ana Rebelo de Carvalho Menéres de Mendonça is director and majority shareholder.
As of 30 June 2018, 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 Company informs that, in accordance with the notifications received, the companies and/or individuals that hold qualified holdings exceeding 2%, 5%, 10%, 20%, 33% and 50% of the voting rights accordingly to the last received notifications until 30 June 2018, are as follows:
| Santander Asset Management | No. of shares held as of 30-Jun-2018 |
% share capital with voting rights |
|---|---|---|
| Through Santander Acções Portugal Fund | 2,069,459 | 2.02% |
| Through Santander PPA Fund | 107,964 | 0.11% |
| Total attributable | 2,177,423 | 2.12% |
| No. of shares held | % share capital with | |
|---|---|---|
| Credit Suisse Group AG | as of 30-Jun-2018 | voting rights |
| Directly | 5,039,060 | 4.91% |
| Total attributable | 5,039,060 | 4.91% |
| No. of shares held | % share capital with | |
|---|---|---|
| Pedro Miguel Matos Borges de Oliveira | as of 30-Jun-2018 | voting rights |
| Through Valor Autêntico, S.A. (of which he is dominant shareholder and director) | 7,719,360 | 7.53% |
| Total attributable | 7,719,360 | 7.53% |
| No. of shares held | % share capital with | |
|---|---|---|
| Domingos José Vieira de Matos | as of 30-Jun-2018 | voting rights |
| Through Livrefluxo, S.A. (of which he is dominant shareholder and director) | 12,395,257 | 12.09% |
| Total attributable | 12,395,257 | 12.09% |
| Paulo Jorge dos Santos Fernandes | No. of shares held as of 30-Jun-2018 |
% share capital with voting rights |
|---|---|---|
| Through Actium Capital, S.A. (of which he is dominant shareholder and director) | 13,386,332 | 13.05% |
| Total attributable | 13,386,332 | 13.05% |
| No. of shares held | % share capital with | |
|---|---|---|
| João Manuel Matos Borges de Oliveira | as of 30-Jun-2018 | voting rights |
| Through INDAZ, S.A. (of which he is director) | 15,400,000 | 15.01% |
| Total attributable | 15,400,000 | 15.01% |
| No. of shares held | % share capital with | |
|---|---|---|
| Ana Rebelo Carvalho Menéres de Mendonça | as of 30-Jun-2018 | voting rights |
| Through PROMENDO - SGPS, S.A. (of which she is dominant shareholder and director) | 20,488,760 | 19.98% |
| Total attributable | 20,488,760 | 19.98% |
Cofina was not notified of any participation exceeding 20% of the voting rights.
The Board of Directors concludes by expressing a vote of gratitude to all of the Group's Stakeholders, for the trust demonstrated in our organization. We would like to thank the Statutory Audit Board for the continued monitoring of our operations.
Oporto, July 26, 2018
The Board of Directors
Paulo Jorge dos Santos Fernandes – President
_____________________________________________
_____________________________________________
João Manuel Matos Borges de Oliveira
_____________________________________________ Domingos José Vieira de Matos
_____________________________________________ Pedro Miguel Matos Borges de Oliveira
Ana Rebelo de Carvalho Menéres de Mendonça
_____________________________________________
The signatories individually declare that, to their knowledge, the Financial Statements prepared meet 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, SGPS, 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, SGPS, S.A. and companies of the companies included in the consolidation, and contains a description of the major risks and uncertainties that they face.
The members of the Board of Directors of Cofina, SGPS, 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 required by the article 8, no. 3, of the Securities Code, the Board of Directors of Cofina, SGPS, S.A. declares that the accounts that integrate this report were not subject to a Limited Review.
Under the terms and for the purposes of article 210 of the Code of the Contributory Regimes of the Social Security System (Law no. 110/2009, of September 16), the Board of Directors informs that there are no overdue debts to the State, namely with respect to Social Security.
Disclosure of shares and other securities held by members of the Board of Directors and Officers, as well as people closely related, under the Article 248-B of the Securities Code, and transactions over these shares that took place on the period under analysis:
| Shares held at | ||||
|---|---|---|---|---|
| Members of the Board of Directors | 31-Dec-2017 | Acquisitions | Disposals | 30-Jun-2018 |
| Paulo Jorge dos Santos Fernandes (imputation through ACTIUM CAPITAL, S.A.) | 13,386,332 | - | - | 13,386,332 |
| João Manuel Matos Borges de Oliveira (imputation through INDAZ, S.A.) | 15,400,000 | - | - | 15,400,000 |
| Domingos José Vieira de Matos (imputation through LIVREFLUXO, S.A.) | 12,395,257 | - | - | 12,395,257 |
| Pedro Miguel Matos Borges de Oliveira (imputation through VALOR AUTÊNTICO, S.A.) | 7,719,360 | - | - | 7,719,360 |
| Ana Rebelo Mendonça (imputation through PROMENDO - SGPS, S.A.) | 20,488,760 | - | - | 20,488,760 |
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euro)
(Translation of financial statements originally issued in Portuguese - Note 16) (Amounts expressed in Euro)
| ASSETS | Notes | 30.06.2018 | 31.12.2017 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 2,199,955 | 2,610,984 | |
| Goodw ill | 5 | 84,777,180 | 84,777,180 |
| Intangible assets | - | 146,564 | |
| Investments in associated companies | 4 | 2,844,208 | 2,938,310 |
| Investments held for sale | 4 | 5,510 | 5,510 |
| Other non current assets | 46,194 | 42,707 | |
| Deferred tax assets | 386,176 | 386,176 | |
| Total non current assets | 90,259,223 | 90,907,431 | |
| CURRENT ASSETS | |||
| Inventories | 1,697,719 | 1,298,454 | |
| Customers | 8,930,360 | 8,926,388 | |
| State and other public entities | 219,723 | 3,562 | |
| Other current debtors | 1,798,217 | 203,106 | |
| Other current assets | 5,210,569 | 6,885,509 | |
| Cash and cash equivalents | 7 | 11,186,076 | 5,164,622 |
| Total current assets | 29,042,664 | 22,481,641 | |
| TOTAL ASSETS | 119,301,887 | 113,389,072 | |
| SHAREHOLDERS' FUNDS AND LIABILITIES | |||
| SHAREHOLDERS' FUNDS | |||
| Share capital | 8 | 25,641,459 | 25,641,459 |
| Share premium account | 15,874,835 | 15,874,835 | |
| Legal reserve | 5,409,144 | 5,409,144 | |
| Exchange conversion reserve | (804,387) | (757,263) | |
| Other reserves | (15,263,436) | (20,330,538) | |
| Consolidated net profit/(loss) for the period attributable to the parent company | 2,643,643 | 5,067,102 | |
| Total equity attributable to equity holder of the parent company | 33,501,258 | 30,904,739 | |
| Non-controlling interests | - | - | |
| TOTAL EQUITY | 33,501,258 | 30,904,739 | |
| LIABILITIES | |||
| NON CURRENT LIABILITIES | |||
| Other loans | 9 | 16,666,667 | 16,666,667 |
| Other non current creditors | 74,395 | 74,395 | |
| Provisions | 6,109,174 | 5,809,206 | |
| Total non current liabilities | 22,850,236 | 22,550,268 | |
| CURRENT LIABILITIES | |||
| Bank loans | 7 e 9 | 5,688,740 | 1,715,159 |
| Other loans | 9 | 36,132,990 | 36,005,449 |
| Suppliers | 8,160,764 | 9,636,900 | |
| State and other public entities | 4,573,524 | 2,847,353 | |
| Other current creditors | 2,040,261 | 1,314,502 | |
| Other current liabilities | 6,354,114 | 8,414,702 | |
| Total current liabilities | 62,950,393 | 59,934,065 | |
| TOTAL LIABILITIES | 85,800,629 | 82,484,333 | |
| TOTAL EQUITY AND LIABILITIES | 119,301,887 | 113,389,072 |
The accompanying notes from an integral part of the consolidated financial statements
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euro)
| HALF ENDED AT | QUARTER ENDED AT | ||||
|---|---|---|---|---|---|
| Notes | 30.06.2018 | 30.06.2017 | 2Q2018 | 2Q2017 | |
| Sales | 13 | 21,233,752 | 22,809,610 | 10,841,505 | 11,703,245 |
| Services rendered | 13 | 13,592,288 | 14,454,477 | 7,800,731 | 8,070,581 |
| Other operating income | 13 | 10,078,014 | 6,727,235 | 5,249,667 | 3,663,641 |
| Cost of sales | (4,788,126) | (4,976,056) | (2,541,011) | (2,382,910) | |
| External supplies and services | (19,454,856) | (18,655,729) | (9,723,576) | (10,504,994) | |
| Payroll expenses | (13,425,392) | (16,534,678) | (6,941,429) | (9,120,005) | |
| Amortisation and depreciation | (838,389) | (923,026) | (418,710) | (461,509) | |
| Provisions and impairment losses | (167,284) | (102,922) | (100,446) | (71,098) | |
| Other operating expenses | (77,320) | (98,514) | (23) | (71,571) | |
| Gains / (losses) related w ith associated companies | 10 | (729,070) | (180,062) | (450,404) | 195,479 |
| Financial expenses | 10 | (960,300) | (1,326,888) | (497,296) | (692,160) |
| Financial income | 10 | 10,979 | 24,933 | 3,286 | 5,916 |
| Profit before income tax | 4,474,296 | 1,218,380 | 3,222,294 | 334,615 | |
| Income tax | (1,830,653) | (500,753) | (1,326,866) | (265,227) | |
| Net consolidated profit / (loss) for the period | 2,643,643 | 717,627 | 1,895,428 | 69,388 | |
| Attributable to: | |||||
| Shareholders of the parent company Non-controlling interests |
2,643,643 - |
717,627 - |
1,895,428 - |
69,388 - |
|
| Earnings per share: | |||||
| Basic | 12 | 0.03 | 0.01 | 0.02 | 0.00 |
| Diluted | 12 | 0.03 | 0.01 | 0.02 | 0.00 |
The accompanying notes from an integral part of the consolidated financial statements
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euro)
(Translation of financial statements originally issued in Portuguese - Note 16) (Amounts expressed in Euro)
| Attributable to equity holders of the parent company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium account |
Legal reserve | Exchange conversion reserve |
Other reserves | Net profit / (loss) | Total | Non-controlling interests |
Total equity | |
| Balance as of 1 January 2017 Appropriation of consolidated net result for 2016: |
25,641,459 | 15,874,835 | 5,409,144 | (594,244) | (24,663,549) | 4,333,011 | 26,000,656 | - | 26,000,656 |
| Transfer to retained earnings Variation in reserves and non-controlling interests Other variations |
- - |
- - |
- - |
- - |
4,333,011 - |
(4,333,011) - |
- - |
- - |
- - |
| Total comprehensive income of the period | - | - | - | (103,090) | - | 717,627 | 614,537 | - | 614,537 |
| Balance as of 30 June 2017 | 25,641,459 | 15,874,835 | 5,409,144 | (697,334) | (20,330,538) | 717,627 | 26,615,193 | - | 26,615,193 |
| Balance as of 1 January 2018 Appropriation of consolidated net result for 2017: |
25,641,459 | 15,874,835 | 5,409,144 | (757,263) | (20,330,538) | 5,067,102 | 30,904,739 | - | 30,904,739 |
| Transferência para reserva legal e resultados transitados Variation in reserves and non-controlling interests |
- | - | - | - | 5,067,102 | (5,067,102) | - | - | - |
| Other variations | - | - | - | - | - | - | - | - | - |
| Total comprehensive income of the period | - | - | - | (47,124) | - | 2,643,643 | 2,596,519 | - | 2,596,519 |
| Balance as of 30 June 2018 | 25,641,459 | 15,874,835 | 5,409,144 | (804,387) | (15,263,436) | 2,643,643 | 33,501,258 | - | 33,501,258 |
The accompanying notes from an integral part of the consolidated financial statements
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euro)
(Amounts expressed in Euro)
| HALF ENDED AT | QUARTER ENDED AT | |||
|---|---|---|---|---|
| 30.06.2018 | 30.06.2017 | 30.06.2018 | 30.06.2017 | |
| Profit / (loss) for the period | 2,643,643 | 717,627 | 1,895,428 | 69,388 |
| Other comprehensive income: | ||||
| Items that w ill be reclassified to net income: | ||||
| Exchanges differences on translation of foreign operations | (47,124) | (103,090) | (3,234) | (119,526) |
| Total comprehensive income for the period | 2,596,519 | 614,537 | 1,892,194 | (50,138) |
| Attributable to: | ||||
| Shareholders of the parent company | 2,596,519 | 614,537 | 1,892,194 | (50,138) |
| Non-controlling interests | - | - | - | - |
The accompanying notes from an integral part of the consolidated financial statements
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euro)
(Translation of financial statements originally issued in Portuguese - Note 16)
| HALF ENDED AT QUARTER ENDED AT Notes 30.06.2018 30.06.2017 30.06.2018 30.06.2017 Operating activities Cash flow from operating activities (1) 3,443,032 3,424,481 3,077,234 |
2,784,527 |
|---|---|
| Investment activities: | |
| Collections relating to: | |
| Interest and similar income 49,555 22,288 49,263 17,239 |
|
| Dividends distribution - 180,000 - 180,000 |
|
| Loans conceded 50,000 - - - |
|
| Financial investments 81,175 180,730 - 202,288 - 49,263 - |
197,239 |
| Payments relating to: | |
| Financial investments 7 (300,000) (200,000) (70,000) (100,000) |
|
| Tangible assets (187,989) (219,142) (101,604) (186,802) |
|
| (157,445) (173,077) (71,511) (90,655) Intangible assets |
|
| (70,000) - Loans conceded (715,434) (275,000) (867,219) (243,115) - |
(377,457) |
| Cash flow from investment activities (2) (534,704) (664,932) (193,853) |
(180,218) |
| Financing activities | |
| Collections relating to: | |
| Loans obtained 20,500,000 20,500,000 27,000,000 27,000,000 20,500,000 20,500,000 26,971,278 |
26,971,278 |
| Payments relating to: | |
| Interest and similar income (814,686) (1,159,418) (189,421) (204,993) |
|
| Amortisation of leasing contracts (40,783) (30,706) (20,392) (15,353) |
|
| (20,504,116) (17,005,888) (20,501,308) (16,002,754) Loans obtained (21,359,585) (18,196,012) (20,711,120) |
(16,223,100) |
| Cash flow from financing activities (3) (859,585) 8,803,988 (211,120) |
10,748,178 |
| Cash and cash equivalents at the beginning of the period 7 3,449,463 9,403,739 2,825,336 |
7,614,842 |
| Exchange rate effects (870) (304) (261) |
(356) |
| Variation of cash and cash equivalents: (1)+(2)+(3) 2,048,743 11,563,537 2,672,261 |
13,352,486 |
| Cash and cash equivalents at the end of the period 7 5,497,336 20,966,972 5,497,336 |
20,966,972 |
The accompanying notes from an integral part of the consolidated financial statements
Cofina, SGPS, S.A. ("Cofina" or "Company") is a public company, with headquarters located at Rua General Norton de Matos, 68, r/c in Porto and has its shares listed in the Euronext Lisbon Stock Exchange ("Euronext Lisbon"). Cofina is the Parent company of a group of companies detailed in Note 4, commonly designated as Cofina Group, and its main activity is the management of investments in the Media sector.
The Cofina Group owns headings of reference in their respective segments, editing titles like newspapers "Correio da Manhã", "Record", "Jornal de Negócios", "Destak" and "Metro", as well as the magazines "Sábado" and "TV Guia", among others. Additionally, since the year of 2013, the Cofina Group incorporated in its portfolio of activities the television channel "CMTV".
During the semester ended as of 30 June 2018, the Cofina Group developed its activity mainly in Portugal, having also some interests in Brazil, through the investment in the associated company Destak Brasil and in the subsidiary Adcom Media (Note 4).
Cofina's consolidated financial statements are expressed in Euro (rounded to the nearest unit). This is the currency used by the Group in its operations and as such, considered the functional currency. Operations of the foreign group companies whose functional currency is not the Euro are translated to Euro using the exchange rates in force at the balance sheet date. Income and expenses and cash flows are converted to Euro using the average exchange rate for the period. The exchange rate differences originated are recorded in equity captions.
The accompanying consolidated financial statements have been prepared on a going concern basis.
Annual financial statements were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union. The financial statements as of 30 June 2018 were prepared in accordance with the International Accounting Standard 34 – Interim Financial Reporting.
The accounting policies adopted in Cofina's consolidated financial statements are consistent with those used in the preparation of the consolidated financial statements for the year ended as of 31 December 2017, except considering the new terms adopted except regarding the adoption of the new policies whose application became effective as of January 1st, 2018, being that the application of IFRS 9 and IFRS 15 have not a significant impact in these financial statements.
During this period, there were no changes in accounting policies nor were detected any material errors relating to previous periods.
The companies included in the consolidated financial statements by the full consolidation method, their headquarters, percentage of participation held and activity developed as of 30 June 2018 and 2017 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent company: Cofina, SGPS, S.A. |
Oporto | Investment management | |
| Cofina Media Group: | |||
| Cofina Media, S.A. ("Cofina Media") | Lisbon | 100.00% | Newspapers and magazines publication, television broadcast, production and creation of website for online business development, events promotion and organisation. |
| Grafedisport – Impressão e Artes Gráficas, S.A. ("Grafedisport") |
Queluz | 100.00% | Newspapers print |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") |
São Paulo, Brazil |
100.00% | Communication and advertising services |
All the above companies were included in the consolidated financial statements in accordance with the full consolidation method.
The associated companies, their headquarters, percentage of participation held and activity developed as of 30 June 2018 are as follows:
| Designation | Headquarters | Percentage participation held | Activity | |
|---|---|---|---|---|
| Direct | Indirect | |||
| VASP – Sociedade de Transportes e Distribuições, Lda. |
Lisbon | 33.33% | - | Publications distribution |
| Destak Brasil – Empreendimentos e Participações, S.A. |
São Paulo, Brazil |
29.90% | - | Investment management |
| A Nossa Aposta – Jogos e Apostas On-line, S.A. ("A Nossa Aposta"). |
Lisbon | 40% | - | Online gambling and betting activity |
| Mercados Globais – Publicação de Conteúdos, Lda. | V.N.Gaia | 50% | - | Management of services and promotion of a financial forum on the internet |
Associated companies VASP, Destak Brasil and A Nossa Aposta were included in the consolidated financial statements in accordance with the equity method. The company Mercados Globais is recorded at acquisition cost, less impairment losses.
The acquisition cost of the associated companies and their book value as of 30 June 2018 are as follows:
| Designation | Acquisition Cost | Book Value |
|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 2,921,027 |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 299,065 | € (2,529,649) |
| A Nossa Aposta – Jogos e Apostas On-line, S.A. | € 450,000 | € (96,819) |
| Mercados Globais – Publicação de Conteúdos, Lda. | € 72,000 | - |
As of 30 June 2018 and 31 December 2017 the caption "Investments in associated companies" can be detailed as follows:
| 30.06.2018 | 31.12.2017 | |
|---|---|---|
| Financial investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 2,921,027 | 2,842,209 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| A Nossa Aposta - Jogos e Apostas Online, S.A. | (96,819) | 96,101 |
| 2,896,208 | 3,010,310 | |
| Accumulated impairment losses on investments in associated companies | (72,000) | (72,000) |
| 2,824,208 | 2,938,310 | |
| Loans granted | ||
| Destak Brasil Empreendimentos | 20,000 | - |
| 2,844,208 | 2,938,310 |
As of 30 June 2018 and 31 December 2017 the Group has investments available for sale corresponding to non-controlling investments in unlisted companies. The Group has recorded impairment losses to face differences to the net realisable amount, presenting this caption, as of those dates, a net book value of 5,510 Euro. As of 30 June 2018 and as of 31 December 2017 the total investments for which adjustments were made in the same value amounted to 171,754 Euro.
During the periods ended 30 June 2018 and 2017 there were no changes in the caption "Goodwill".
The income taxes recognized in the income statement at 30 June 2018 and 2017 refer to the tax estimate for the period.
As of 30 June 2018, disputes with the Portuguese tax authorities ("Autoridade Tributária e Aduaneira") were still in progress following a Corporate Income Tax inspection, over the 2007 fiscal year, with an amount of, approximately, 17,900,000 Euro being challenged by the tax authorities. This amount results from two corrections performed by the tax authorities: one related with the non-acceptance of a capital loss generated by a disposal of a subsidiary; and another related with the non-acceptance of deductibility of part of the dividends distributed by a subsidiary.
Under the Tax and Social Security Debts' Regularization Exceptional Regime, approved by the Decree-Law 151-A/2013, of October 31 ("RERD"), the Group paid voluntarily, during the year ended as of 31 December 2013, an amount of 2,000,000 Euro, with the corresponding exemption of default and penalty interests and other costs of the tax process. Under that same regime, the Group requested to the Tax Authorities the offset of part of the amounts challenged related with that inspection, with credits that the Group had over the Tax Authorities (regarding Income Tax administrative and judicial appeals), having obtained, in the year ended as of 31 December 2014, the approval of the requirement in the amount of, approximately, 5,700,000 Euro.
Under the State Indebtedness Reduction Special Plan, approved by the Decree-Law 67/2016, of November 3 ("PERES"), the Group paid voluntarily, during the year ended as of 31 December 2016, an amount of 3,614,561 Euro, with the corresponding exemption of default and penalty interests and other costs of the tax process.
Consequently, the amount of the unresolved contingency/tax assessment, as of 30 June 2018, amounts to, approximately, 13,500,000 Euro, from which 3 million Euro refers to the correction of the capital loss above referred and the remaining amount (10.5 million Euro) is related to the dividends correction.
The Board of Directors, supported by its legal and tax advisors, and under the process of its tax contingencies revaluation, evaluated as probable a: (i) favourable decision in the case of the dividends and (ii) an unfavourable decision in the case of the capital loss, reason why a provision in the amount of, approximately, 3,000,000 Euro was allocated to that component of the process.
Nevertheless, the Group is still in litigation with the Portuguese tax authorities regarding these two situations.
In order to cope with these disputes, the Group recorded provisions, which correspond to the best estimate made by the Board of Directors, supported by their legal and tax advisors, of the impact that might result from the ongoing tax claims.
As of 30 June 2018, 31 December 2017 and 30 June 2017, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.06.2018 | 31.12.2017 | 30.06.2017 | |
|---|---|---|---|
| Cash | 73,080 | 317,593 | 67,614 |
| Bank deposits repayable on demand | 11,112,996 | 4,847,029 | 26,991,903 |
| Cash and cash equivalents | 11,186,076 | 5,164,622 | 27,059,517 |
| Bank overdrafts (Note 9) | (5,688,740) | (1,715,159) | (6,092,545) |
| Cash and cash equivalents | 5,497,336 | 3,449,463 | 20,966,972 |
The payment related to financial investments refer to loans granted to the associated "A Nossa Aposta".
As of 30 June 2018, the Company's fully subscribed and paid up capital consisted of 102,565,836 shares without nominal value. As of that date, Cofina, SGPS, S.A. and the Group did not hold treasury shares.
The caption "Bank loans" as of 30 June 2018 and 31 December 2017 included 5,688,740 Euro and 1,715,159 Euro, respectively, relating to bank overdrafts (Note 7).
The detail of "Other loans" caption as of 30 June 2018 and 31 December 2017 can be presented as follows:
| 30.06.2018 | |||||
|---|---|---|---|---|---|
| Book value | Nominal value | ||||
| Current | Non current | Current | Non current | ||
| Bond loans | 16,642,231 | 16,666,667 | 16,666,667 | 16,666,667 | |
| Commercial paper | 19,490,759 | - | 19,500,000 | - | |
| 36,132,990 | 16,666,667 | 36,166,667 | 16,666,667 | ||
| 31.12.2017 | |||||
| Book value | Nominal value | ||||
| Current | Non current | Current | Non current | ||
| Bond loans | 16,505,927 | 16,666,667 | 16,666,667 | 16,666,667 | |
| Commercial paper | 19,499,522 | - | 19,500,000 | - | |
| 36,005,449 | 16,666,667 | 36,166,667 | 16,666,667 |
As of 30 June 2018, the liability caption "Bond Loans" refers to a bond loan denominated "Obrigações Cofina SGPS – 2013/2019", whose nominal value amounts to 33,333,334 Euro, issued by Cofina, SGPS, S.A., and whose book value, recorded in accordance with the effective interest rate method, amounts to 33,308,898 Euro. This loan, according to its terms, matures on September 28, 2019.
The main features of this bond loan are as follows:
The liability caption "Commercial Paper" relates to three commercial paper programs, in the maximum amounts of 15,000,000 Euro, 15,000,000 Euro and 7,000,000 Euro, with guaranteed subscription by the banks, which bear interest at market rates. These commercial paper programs mature in September 2021, July 2019 and April 2020, respectively.
The financial income and expenses for the six months' periods ended as of 30 June 2018 and 2017 are detailed as follows:
| 30.06.2018 | 30.06.2017 | ||
|---|---|---|---|
| Financial expenses | |||
| Interest paid | 710,426 | 1,046,175 | |
| Commisions | 239,478 | 269,117 | |
| Other financial expenses | 10,396 | 11,596 | |
| Gains and losses in associated companies | |||
| Application of the equity method | 729,070 | 180,062 | |
| 1,689,370 | 1,506,950 | ||
| Financial income | |||
| Interest obtained | 10,979 | 24,933 | |
| 10,979 | 24,933 |
As of 30 June 2018, Cofina Group had provided guarantees as follows:
a) Pledge of 20,000,000 shares of Cofina Media, S.A., in favour of the Portuguese Tax Authority ("Autoridade Tributária") as a guarantee of the ongoing income tax claims.
As of 30 June 2018, Cofina Media Group had assumed responsibilities for guarantees granted amounting to 221,880 Euro related to its advertising activities and ongoing tax and civil proceedings.
Additionally, as of 30 June 2018, the Group had also given promissory notes to guarantee credit facilities amounting to 63,500,000 Euro.
Earnings per share for the six months' periods ended as of 30 June 2018 and 2017 were determined taking into consideration the following amounts:
| 30.06.2018 | 30.06.2017 | |
|---|---|---|
| Net profit / (loss) considered for the computation of basic and diluted earnings |
2,643,643 | 717,627 |
| Weighted average number for shares used to compute the basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: | ||
| Basic | 0.03 | 0.01 |
| Diluted | 0.03 | 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.
Consolidated financial statements and notes (Translation of financial statements originally issued in Portuguese – Note 16) (Amounts expressed in Euro)
| Consolidation | ||||
|---|---|---|---|---|
| adjustments and | ||||
| 30.06.2018 | Newspapers | Magazines | elimination | Total |
| Net operating income | 38,705,292 | 6,198,762 | - | 44,904,054 |
| Operational cash-flow - EBITDA (a) | 7,010,243 | (19,167) | - | 6,991,076 |
| Operating profit (EBIT) | 6,171,854 | (19,167) | - | 6,152,687 |
| Consolidation | ||||
|---|---|---|---|---|
| adjustments and | ||||
| 30.06.2017 | Newspapers | Magazines | elimination | Total |
| Net operating income | 37,117,474 | 6,873,848 | - | 43,991,322 |
| Operational cash-flow - EBITDA (a) | 4,286,627 | (663,205) | - | 3,623,422 |
| Operating profit (EBIT) | 3,363,602 | (663,205) | - | 2,700,397 |
(a) – EBITDA: earnings before interests, taxes, depreciation and amortisation
Regarding 2017 financial year, the Board of Directors proposed in its annual report the individual net profit of Cofina, SGPS, S.A. in the amount of 2,818,954.40 Euro to be transferred to Free Reserves, and the proposal was approved in the General Meeting held on May 4th, 2018.
The interim financial statements as of 30 June 2018 were approved by the Board of Directors for issuance on 26 July 2018.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IFRS/IAS) as adopted by the European Union, some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
COFINA, SGPS, S.A. Rua do General Norton de Matos, 68 - R/C 4050 – 424 Porto PORTUGAL Tel: + 351 22 834 65 00
www.cofina.pt
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