Management Reports • Sep 18, 2012
Management Reports
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Consolidated accounts
1 st semester 2012
| INTRODUCTION |
2 |
|---|---|
| STOCK EXCHANGE EVOLUTION | 3 |
| FINANCIAL REVIEW |
5 |
| SECOND SEMESTER 2012 OUTLOOK | 8 |
| CORPORATE GOVERNANCE |
9 |
| LEGAL MATTERS |
10 |
| DECLARATION OF RESPONSIBILITY | 12 |
| CLOSING REMARKS |
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 2012.
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!", "GQ" and "Automotor" should be highlighted.
Therefore, as of 30 June 2012, the structure of the Cofina Media´s Group was as follows:
The first semester of 2012 continued to be influenced by a recessive macroeconomic context, with reductions of the available income and negative outlooks about future performance, which was materialized in significant decreases of the advertising investment, which were more intensely felt in the non-daily press segments.
Operating income of the Group suffered a decrease as a result of the contraction of private consumption, with the magazines segment being the most affected by this adverse economic environment. Even so, Cofina was able to maintain and, in some cases, reinforce its leadership at its main media segments.
(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.)
In the first semester of 2012, the quote of Cofina declined about 48% over the closing price of the end of the previous year, while the main Portuguese market stock benchmark, PSI-20, declined 16% in the same period. The shares of the media companies were characterized by a low liquidity and an adverse macroeconomic environment that resulted in a significant reduction in the Company top line, which was anticipated by investors. In the third quarter, more specifically on August 29, 2012, Euronext Lisbon announced that Cofina would be one of the new members of the PSI-20 index from September 24 of 2012 onwards.
In the first semester of 2012, Cofina´s shares were traded at a highest quote of 0.77 Euro in January, and at lowest of 0.3 Euro in June. In total, 6,144,444 shares were traded in the first six months of 2012.
The most significant events that affected Cofina´s shares in the first semester of 2012 can be detailed, chronologically, as follows:
The consolidated financial information of Cofina for the 1st semester 2012 and the comparative financial information of 2011 were prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), as adopted by the European Union and in accordance with IAS 34 – Interim Financial Reporting.
Therefore, main data and indicators of Cofina´s Group consolidated activity in the first semester of 2012 and 2011 can be presented as follows:
| (amounts in thousand Euro) | 1S 2012 | 1S 2011 | Var (%) |
|---|---|---|---|
| Operating income | 56,054 | 62,219 | 1S12/1S11 -9.9% |
| Circulation | 29,700 | 31,827 | -6.7% |
| Advertising | 20,001 | 24,859 | -19.5% |
| Alternative marketing products and others | 6,353 | 5,533 | 14.8% |
| Operating income by segments | 56,054 | 62,219 | -9.9% |
| Newspapers | 43,673 | 47,205 | -7.5% |
| Magazines | 12,381 | 15,014 | -17.5% |
| Operating expenses (a) | 49,093 | 53,166 | -7.7% |
| Consolidated EBITDA (b) | 6,961 | 9,053 | -23.1% |
| EBITDA margin | 12.4% | 14.6% | - 2.1 p.p. |
| Newspapers EBITDA | 7,780 | 10,032 | -22.4% |
| Newspapers EBITDA margin | 17.8% | 21.3% | - 3.4 p.p. |
| Magazines EBITDA | -819 | -979 | - |
| Magazines EBITDA margin | -6.6% | -6.5% | - |
| Amortisation and depreciation (-) | 1,598 | 1,873 | -14.7% |
| EBIT | 5,363 | 7,180 | -25.3% |
| EBIT margin | 9.6% | 11.5% | - 2.0 pp |
| Income before taxes and minority interests | (2,230) | (37) | - |
| Income before taxes and minority interests | 3,133 | 7,143 | -56.1% |
| Income taxes | 2,440 | 2,734 | -10.8% |
| Minority interests | 47 | (10) | -570.0% |
| Net consolidated profit / loss (c) | 646 | 4,419 | - |
(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 semester of 2012 was influenced by a recessive macroeconomic context that had already started in 2011, which was strongly felt in a private consumption contraction. Therefore, the advertising investment has recorded significant decreases, with the advertisers postponing and reducing their investment decisions.
Total operating income reached 56 million Euro in the first semester of 2012, a decrease of almost 10% when compared to the homologous period. This decrease was motivated by the income reduction in advertising (-19.5%) and in circulation (-6.7%). Despite this decrease, alternative marketing products income recorded an increase of 14.8% when compared to the first semester of 2011, reaching over 6 million Euro. The main reason for this increase is explained by the alternative marketing campaigns made in daily newspaper "Correio da Manhã".
EBITDA recorded in this period amounted to approximately 7 million Euro, which corresponds to a decrease of 23.1% year on year. EBITDA margin reached 12.4%.
Consolidated net income recorded in this semester amounted to 0.6 million Euro, comparing to 4.4 million Euro last year, in the same semester of 2011.
As of 30 June 2012, nominal net debt of Cofina was approximately 80.2 million Euro.
| 1S 2012 | 1S 2011 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 1S12/1S11 | ||
| Consolidated Operating Income | 43,673 | 47,205 | -7.5% |
| Circulation | 22,628 | 23,846 | -5.1% |
| Advertising | 15,770 | 19,208 | -17.9% |
| Alternative marketing products and others | 5,275 | 4,151 | 27.1% |
| Operating expenses (a) | 35,893 | 37,173 | -3.4% |
| Consolidated EBITDA (b) | 7,780 | 10,032 | -22.4% |
| EBITDA margin | 17.8% | 21.3% | -3.4 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
During the first semester of 2012, consolidated income of the newspapers segment reached 43.7 million Euro, a decrease of approximately 7.5% when compared to the homologous period of 2011. Advertising income decreased 17.9%, while income related to circulation decreased about 5.1%.
Income related to alternative marketing products increased 27.1%, reaching over 5 million Euro. In this segment we should highlight the performance of the daily newspaper "Correio da Manhã", which had average daily sales of about 125 thousand copies (data provided by APCT, January to April, 2012), being uncontested leader in the segment of generic daily newspapers in Portugal, with a market share over 45%.
EBITDA in this segment amounted to approximately 7.8 million Euro, a decrease of approximately 22% when compared to the homologous period of 2011. EBITDA margin reached 17.8%, an increase of 3.4 percentage points when compared to the homologous period of 2011.
| 1S 2012 | 1S 2011 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 1S12/1S11 | ||
| Consolidated Operating Income | 12,381 | 15,014 | -17.5% |
| Circulation | 7,072 | 7,981 | -11.4% |
| Advertising | 4,231 | 5,651 | -25.1% |
| Alternative marketing products and others | 1,078 | 1,382 | -22.0% |
| Operating expenses (a) | 13,200 | 15,993 | -17.5% |
| Consolidated EBITDA (b) | -819 | -979 | - |
| EBITDA margin | -6.6% | -6.5% | -0.1 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
Total revenue of this segment, in this period, reached approximately 12.4 million Euro, reflecting a decrease of about 17.5% when compared to the homologous period of 2011.
Circulation income recorded a decrease (-11.4%) reaching about 7 million Euro. Advertising income and alternative marketing products income recorded decreases of 25.1% and 22%, respectively.
EBITDA of magazines segment recorded in the first semester of 2012 was -819 thousand Euro.
The second semester outlook has deteriorated, with expectations that the global advertising market will continue to contract. In this context, another difficult semester for the media sector in Portugal is expected. Cofina has developed adaptation mechanisms to the economic context, such as rationalization and cost control, maintaining a prudent and attentive management policy, but not neglecting editorial quality and leadership of its titles, seizing all opportunities to improve its financial performance.
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.
About this issue, it should be noted however that the Annual Shareholders' Meeting held on 26 May 2011 has elected the Statutory Bodies for the three year mandate 2011/2013.
Therefore, for the Board of Directors the following members were elected for the period 2011/2013:
To the Statutory Audit Board the following members were elected:
Deloitte & Associados, SROC S.A., represented by António Manuel Martins Amaral was elected as Statutory Auditor for the three year period 2011/2013.
Pursuant to the requirements of article 66 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that as of 30 June 2012 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 2012, the shares held were as follows:
| 7,178,996 |
|---|
| 10,264,014 |
| 7,381,112 |
| 15,385,276 |
| 854,500 |
| 4,928,291 |
(a) Paulo Jorge dos Santos Fernandes holds, individually, 1,965,746 shares of Cofina S.G.P.S., S.A.; and it is also attributable to this Board member, 5,213,250 shares of COFINA – SGPS, S.A. held by CAMINHO ABERTO – SGPS, S.A., of which he is manager and shareholder. Thus, in legal terms, are considered attributable to Paulo Jorge dos Santos Fernandes a, a total of 7,178,996 shares, representing 7% of the capital and voting rights of COFINA - SGPS, S.A..
(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 the capital.
(c) Ana Rebelo Menéres de Mendonça holds, individually, 6,377,840 shares of Cofina S.G.P.S., S.A.; and 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, holder of 59.6% of the capital. Thus, in legal terms, are considered attributable to Ana Rebelo Menéres de Mendonça, a total of 15,385,276 shares, representing 15% of the capital and voting rights of COFINA - SGPS, S.A..
As of 30 June 2012 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%, 15%, 20%, 33% and 50% of the voting rights, are as follows:
| Exceeding 2% of the voting rights | Shares held at 30.06.2012 |
Direct % of voting rights |
|
|---|---|---|---|
| Credit Suisse Group AG | 5,039,060 | 4.91% | |
| Pedro Miguel Matos Borges de Oliveira | 4,928,291 | 4.81% |
| Exceeding 5% of the voting rights | Shares held at 30.06.2012 |
Direct % of voting rights |
|---|---|---|
| Promendo – SGPS, S.A. (a) | 9,007,436 | 8.78% |
| Domingos José Vieira de Matos | 7,381,112 | 7.20% |
| Ana Rebelo Menéres de Mendonça (b) | 6,377,840 | 6.22% |
| CAMINHO ABERTO – SGPS, S.A (c) | 5,213,250 | 5.08% |
(a) 9,007,436 shares of COFINA – SGPS, S.A. held by PROMENDO – SGPS, S.A., are attributable to Ana Rebelo Menéres de Mendonça, manager and shareholder of Promendo and, holder of 59.6% of the capital.
(b) it is also attributable to Ana Rebelo Menéres de Mendonça, in addition to the 9,007,436 shares of COFINA - SGPS, S.A. held by the company Promendo - SGPS, SA already mentioned in (a). Thus, in legal terms, are considered attributable to Ana Rebelo Menéres de Mendonça, a total of 15,385,276 shares, representing 15% of the capital and voting rights of COFINA - SGPS, S.A..
(c) 5,213,250 shares of COFINA – SGPS, S.A. held by CAMINHO ABERTO – SGPS, S.A., are attributable to Paulo Jorge dos Santos Fernandes, main manager and shareholder.
| Exceeding 10% of the voting rights | Shares held at 30.06.2012 |
Direct % of voting 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.
| Exceeding 15% of the voting rights | Shares held at 30.06.2012 |
Direct % of voting rights |
|---|---|---|
| Newshold, SGPS, S.A. | 15,464,528 | 15.08% |
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 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 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, 30 August 2012
Paulo Jorge dos Santos Fernandes – President
João Manuel Matos Borges de Oliveira
Pedro Macedo Pinto de Mendonça
Domingos José Vieira de Matos
Pedro Miguel Matos Borges de Oliveira
Ana Rebelo de Carvalho Menéres de Mendonça
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 | Shares hels as of | |||
|---|---|---|---|---|
| Member of the Board of Directors | 31-Dec-2011 | Acquisitions | Disposals | 30-Jun-2012 |
| Paulo Jorge dos Santos Fernandes | 7,165,746 | - | (5,200,000) | 1,965,746 |
| Paulo Jorge dos Santos Fernandes (through CAMINHO ABERTO - SGPS, S.A.) | - | 5,213,250 | 5,213,250 | |
| João Manuel Matos Borges de Oliveira (through CADERNO AZUL - SGPS, S.A.) | 10,264,014 | - | - | 10,264,014 |
| Domingos José Vieira de Matos | 7,296,112 | 85,000 | - | 7,381,112 |
| Pedro Miguel Matos Borges de Oliveira | 4,928,291 | - | - | 4,928,291 |
| Ana Rebelo de Carvalho Menéres de Mendonça | 6,377,840 | - | - | 6,377,840 |
| Ana Rebelo de Carvalho Menéres de Mendonça (through PROMENDO - SGPS, S.A.) | 9,007,436 | - | - | 9,007,436 |
| Pedro Macedo Pinto de Mendonça | 854,500 | - | - | 854,500 |
| Date | Description | Volume | Price (€) | Location | No. shares |
|---|---|---|---|---|---|
| 31/12/2011 | - | - | - | - | 7,165,746 |
| 15/05/2012 | Sale | 5,200,000 | 0.400000 | NYSE Euronext Lisbon | 1,965,746 |
| 30/06/2012 | - | - | - | - | 1,965,746 |
| Date | Description | Volume | Price (€) | Location | No. shares |
|---|---|---|---|---|---|
| 31/12/2011 | - | - | - | - | - |
| 02/05/2012 | Acquisition | 150 | 0.357300 | NYSE Euronext Lisbon | 150 |
| 03/05/2012 | Acquisition | 100 | 0.360000 | NYSE Euronext Lisbon | 250 |
| 11/05/2012 | Acquisition | 3,000 | 0.370000 | NYSE Euronext Lisbon | 3,250 |
| 14/05/2012 | Acquisition | 7,000 | 0.370000 | NYSE Euronext Lisbon | 10,250 |
| 15/05/2012 | Acquisition | 5,203,000 | 0.399996 | NYSE Euronext Lisbon | 5,213,250 |
| 30/06/2012 | - | - | - | - | 5,213,250 |
| Date | Description | Volume | Price (€) | Location | No. shares |
|---|---|---|---|---|---|
| 31/12/2011 | - | - | - | - | 854,500 |
| 30/06/2012 | - | - | - | - | 854,500 |
| Date | Description | Volume | Price (€) | Location | No. shares |
|---|---|---|---|---|---|
| 31/12/2011 | - | - | - | - | 7,296,112 |
| 16/04/2012 | Acquisition | 5,000 | 0.370000 | NYSE Euronext Lisbon | 7,301,112 |
| 07/05/2012 | Acquisition | 30,000 | 0.370000 | NYSE Euronext Lisbon | 7,331,112 |
| 09/05/2012 | Acquisition | 20,000 | 0.350000 | NYSE Euronext Lisbon | 7,351,112 |
| 11/05/2012 | Acquisition | 30,000 | 0.370000 | NYSE Euronext Lisbon | 7,381,112 |
| 30/06/2012 | - | - | - | - | 7,381,112 |
| Date | Description | Volume | Price (€) | Location | No. shares |
|---|---|---|---|---|---|
| 31/12/2011 | - | - | - | - | 10,264,014 |
| 30/06/2012 | - | - | - | - | 10,264,014 |
| Date | Description | Volume | Price (€) | Location | No. shares |
|---|---|---|---|---|---|
| 31/12/2011 | - | - | - | - | 4,928,291 |
| 30/06/2012 | - | - | - | - | 4,928,291 |
| Date | Description | Volume | Price (€) | Location | No. shares |
|---|---|---|---|---|---|
| 31/12/2011 | - | - | - | - | 6,377,840 |
| 30/06/2012 | - | - | - | - | 6,377,840 |
| Date | Description | Volume | Price (€) | Location | No. shares |
|---|---|---|---|---|---|
| 31/12/2011 | - | - | - | - | 9,007,436 |
| 30/06/2012 | - | - | - | - | 9,007,436 |
The signatories individually declare that, to their knowledge, the Interim Management Report, the Financial Statements prepared meeting the standards of the applicable International Financial Accounting 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, give a truthful and appropriate image of the assets and liabilities, financial position and the consolidated and individual results of Cofina, SGPS, S.A. and of the companies included in the consolidation and contains a description of the major risks and uncertainties that they face.
Oporto, 30 August 2012
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
___________________________________________
| NON CURRENT ASSETS Tangible assets 8.703.541 9.561.732 Goodwill 5 93.524.181 93.699.609 430.745 537.120 Intangible assets Investments in associated companies 4 3.268.708 3.438.343 Investments held for sale 4 8.570 8.570 Deferred tax assets 6 5.987.347 7.512.008 111.923.092 114.757.382 Total non current assets CURRENT ASSETS Inventories 2.701.861 4.093.352 Customers 8.303.799 9.184.783 294.922 135.820 State and other public entities Other current debtors 1.878.492 304.429 Other current assets 6.948.676 6.452.603 Investments recorded at fair value through profit and loss 8.583 8.583 7 28.830.171 39.167.961 Cash and cash equivalents Total current assets 48.966.504 59.347.531 TOTAL ASSETS 160.889.596 174.104.913 EQUITY AND LIABILITIES SHAREHOLDERS' FUNDS Share capital 15 25.641.459 25.641.459 Share premium account 15.874.835 15.874.835 5.409.144 5.409.144 Legal reserve Other reserves (36.786.558) (40.629.854) Consolidated net profit/(loss) for the period attributable to the parent 646.054 4.812.155 Equity attributable to equity holder of the parent 10.784.934 11.107.739 Non controlling interests 777.358 787.811 11.562.292 11.895.550 TOTAL EQUITY LIABILITIES NON CURRENT LIABILITIES Other loans 9 14.500.000 - Retirement benefit obligations 443.646 443.646 8 885.492 1.273.064 Other non current creditors Provisions 5.283.371 5.860.560 Total non current liabilities 21.112.509 7.577.270 CURRENT LIABILITIES Bank loans 7 and 9 24.685.941 26.964.828 Other loans 9 70.047.126 92.086.702 Derivatives 10 1.043.542 1.001.831 Suppliers 8.083.076 9.440.522 3.403.237 4.549.322 State and other public entities Other current creditors 8 8.738.022 8.699.403 Other current liabilities 12.213.851 11.889.485 128.214.795 154.632.093 Total current liabilities TOTAL LIABILITIES 149.327.304 162.209.363 TOTAL EQUITY AND LIABILITIES 160.889.596 174.104.913 |
ASSETS | Notes | 30.06.2012 | 31.12.2011 |
|---|---|---|---|---|
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
| 2nd quarter | 2nd quarter | ||||
|---|---|---|---|---|---|
| Notes | 30.06.2012 | 30.06.2011 | 2012 | 2011 | |
| Sales | 29.519.350 | 31.827.177 | 14.723.323 | 15.908.546 | |
| Services rendered | 20.121.457 | 24.858.563 | 10.749.785 | 13.404.227 | |
| Other operating income | 6.413.485 | 5.533.457 | 4.209.667 | 3.403.798 | |
| Cost of sales | (8.892.310) | (9.345.435) | (4.529.762) | (4.915.413) | |
| External supplies and services | (22.982.081) | (23.731.050) | (13.207.504) | (13.283.786) | |
| Payroll expenses | (16.559.820) | (19.220.612) | (7.862.850) | (9.331.124) | |
| Amortisation and depreciation | (1.598.175) | (1.872.549) | (799.025) | (934.706) | |
| Provisions and impairment losses | (489.835) | (602.115) | (229.291) | (342.706) | |
| Other operating expenses | (169.521) | (267.173) | (109.708) | (68.797) | |
| Gains and losses in derivatives | 10 | (229.768) | (309.669) | (131.849) | (121.864) |
| Gains and losses in associated companies | 11 | 23.710 | 16.552 | 67.420 | 40.149 |
| Gains and losses in other investments | 11 | - | 2.423.538 | - | (2.285.362) |
| Financial expenses | 11 | (2.818.769) | (2.749.196) | (1.515.801) | (1.349.600) |
| Financial income | 11 | 795.230 | 581.193 | 410.036 | 352.272 |
| Profit / loss before income tax | 3.132.953 | 7.142.681 | 1.774.441 | 475.634 | |
| Income tax | 6 | (2.439.683) | (2.734.133) | (1.355.606) | (823.322) |
| Net consolidated profit / (loss) for the period | 693.270 | 4.408.548 | 418.835 | (347.688) | |
| Attributable to: | |||||
| Shareholders of the parent company | 646.054 | 4.418.972 | 333.172 | (402.679) | |
| Non-controlling interests | 47.216 | (10.424) | 85.663 | 54.991 | |
| Earnings per share: | |||||
| Basic | 14 | 0,01 | 0,04 | - | - |
| Diluted | 14 | 0,01 | 0,04 | - | - |
The accompanying notes form na integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
| Sha Sh miu Leg al Oth Ne No roll ing Tot al t ont re are pre m er n c ital fit / ( loss ) Tot al inte ity t ts cap acc oun res erv e res erv es pro res equ Bal f 1 Jan ( 2) 201 1 25. 641 .45 9 15. 874 .83 5 5.4 09. 144 44. 757 .42 5.0 18. 193 7.1 86. 209 735 .90 9 7.9 22. anc e a s o uar y Ap iatio f co lida ted sul t fo r 20 10: t re pro pr n o nso ne Tra nsf tain ed nin ( ) er t 5.0 18. 193 5.0 18. 193 o re ear gs - - - - - - ( 1.0 25. 658 ) Div ide nds dis trib d ( 1.0 25. 658 ) ( 88. 500 ) ( 1.1 14. 158 ute - - - - Ch in r nd ntro lling int sts ang es ese rve s a non -co ere : Oth han ( 47. 824 ) ( 47. 824 ) 2.5 02 ( 45. 322 er c ges - - - - e fo Tot al c hen sive inc r th erio d om pre om e p of s ix m hs end ed 30 Jun e 2 011 421 .72 4.4 18. 972 4.8 40. 699 ( 10. 424 ) 4.8 30. ont 7 - - - Bal f 30 Ju 201 1 25. 641 .45 9 15. 874 .83 5 5.4 09. 144 ( 40. 390 .98 4) 4.4 18. 972 10. 953 .42 6 639 .48 7 11. 592 .91 anc e a s o ne Bal f 1 Jan 201 2 25. 641 .45 9 15. 874 .83 5 5.4 09. 144 ( 40. 629 .85 4) 4.8 12. 155 11. 107 .73 9 787 .81 1 11. 895 .55 anc e a s o uar y Ap iatio f co lida ted sul t fo r 20 11: t re pro pr n o nso ne Tra nsf er t tain ed nin 4.8 12. 155 ( 4.8 12. 155 ) o re ear gs - - - - - - ( ) Div ide nds dis trib d ( ) 1.0 25. 658 ( ) ( ute 1.0 25. 658 57. 750 1.0 83. 408 - - - - Ch in r nd lling int ntro sts ang es ese rve s a non -co ere : Oth han ( ) ( ) ( 430 430 81 349 er c ges - - - - Tot al c hen sive inc e fo r th erio d om pre om e p of s ix m hs end ed Jun ont 30 e 2 012 57. 229 646 .05 4 703 .28 3 47. 216 750 .49 - - - Bal f 30 Ju 201 2 25. 641 .45 9 15. 874 .83 5.4 09. 144 36. 786 646 .05 4 10. 784 .93 4 .35 8 11. 562 .29 5 .55 777 anc e a s o ne |
Att ribu tab le t ity hol der f th nt o e qu s o e p are |
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| ) | ||||||||
| ) | ||||||||
| 275 | ||||||||
| 3 | ||||||||
| 0 | ||||||||
| ) | ||||||||
| ) | ||||||||
| 9 | ||||||||
| ( 8) |
2 |
The accompanying notes form na integral part of the consolidated financial statements.
The Chartered Accountant
The Board of Directors
. |
. | ||
|---|---|---|---|
| 30.06.2012 | 30.06.2011 | 2nd quarter 2012 |
2nd quarter 2011 |
|
|---|---|---|---|---|
| Profit / (loss) for the period | 693.270 | 4.408.548 | 418.835 | (347.688) |
| Exchange differences arising on translation of foreign operations | 64.556 | 33.742 | 93.006 | (44.406) |
| Changes in cash-flows hedges' fair value | (7.327) | 387.985 | 27.208 | (85.516) |
| Total comprehensive income for the period | 750.499 | 4.830.275 | 539.049 | (477.610) |
| Attributable to: | ||||
| Shareholders of the parent company | 703.283 | 4.840.699 | 453.386 | (532.601) |
| Non-controlling interests | 47.216 | (10.424) | 85.663 | 54.991 |
The accompanying notes form na integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Translation of financial statements originally issued in Portuguese - Note 18) (Amounts expressed in Euro)
| Notes | 30.06.2012 | 30.06.2011 | 2nd quarter 2012 | 2nd quarter 2011 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Operating activities | |||||||||
| Cash flow from operating activities (1) | 3.897.089 | 7.585.643 | 3.176.793 | 4.076.342 | |||||
| Investment activities | |||||||||
| Collections relating to: | |||||||||
| Investments | 7 | - | 39.633.640 | - | 39.633.640 | ||||
| Tangible assets | - | 19.534 | - | 17.534 | |||||
| Interest and similar income | 975.589 | 505.591 | 565.050 | 324.906 | |||||
| Loans granted | 197.400 | - | - | - | |||||
| Dividends | - | 1.172.989 | 1.486.400 | 41.645.165 | - | 565.050 | 1.486.400 | 41.462.480 | |
| Payments relating to: | |||||||||
| Investments | 7 | (100.000) | (160.000) | (100.000) | (100.000) | ||||
| Tangible assets | (575.174) | (596.182) | (134.481) | (451.655) | |||||
| Intangible assets | (202.091) | (877.265) | (185.230) | (941.412) | (125.350) | (359.831) | (183.739) | (735.394) | |
| Cash flow from investment activities (2) | 295.724 | 40.703.753 | 205.219 | 40.727.086 | |||||
| Financing activities | |||||||||
| Collections relating to: | |||||||||
| Loans obtained | 20.000.000 | 20.000.000 | - | - | - | - | - | - | |
| Payments relating to: | |||||||||
| Interest and similar costs | (2.785.750) | (3.439.381) | - | (1.856.404) | |||||
| Lease contracts | (608.298) | (858.671) | (933.575) | (221.036) | |||||
| Dividends | (1.025.658) | (1.025.658) | (280.689) | (1.025.658) | |||||
| Loans obtained | (22.213.395) | (40.500.000) | (1.025.658) | (40.500.000) | |||||
| Supplementary capital | - | (26.633.101) | (3.570) | (45.827.280) | - | (2.239.922) | - | (43.603.098) | |
| Cash flow from financing activities (3) | (6.633.101) | (45.827.280) | (2.239.922) | (43.603.098) | |||||
| Cash and its equivalents at the beginning of the period | 7 | 12.203.133 | 3.869.673 | 8.620.755 | 5.131.459 | ||||
| Changes in exchange rates | 54.454 | - | 54.454 | - | |||||
| Variation of cash and its equivalents: (1)+(2)+(3) | (2.440.288) | 2.462.116 | 1.142.090 | 1.200.330 | |||||
| Cash and its equivalents at the end of the period | 7 | 9.817.299 | 6.331.789 | 9.817.299 | 6.331.789 | ||||
The accompanying notes form na integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Amounts expressed in Euro)
Cofina, SGPS, S.A. ("Cofina" or "Company"), is a share capital company ("Sociedade Anónima"), 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", and it develops its activity in the media sector, mainly dedicated to written press. Its shares 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", "Automotor", "TV Guia", "Flash!" and "GQ", among others.
During the semester ended as of 30 June 2012, the Group developed its activity mainly in Portugal, having also some interests in Brazil, through the investment in associated company Destak Brasil and in the subsidiary Adcom Media (Note 4).
Cofina Group consolidated financial statements are expressed in Euro (rounded to the nearest unit), as 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, although the consolidated total equity as of 30 June 2012 is less than half of its share capital. This is due solely to the Group's exposure to ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, SA ("Zon Multimedia") until July 2011, through the holding of 15,190,000 shares, which were fully disposed of during the year ended December 31, 2011.
The Board of Directors believes that the situation of the consolidated total equity of less than half of its share capital will no longer be applicable as a consequence of the results that will be generated by the operations of the Group during the coming years.
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 2012 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 2011.
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 2012 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) |
100.00% | Investment management |
| Efe Erre Participações, SGPS, S.A. ("FR") | Ovar | 100.00% | Investment management |
| Cofina Media Group Cofina Media, SGPS, S.A. ("Cofina Media") |
Lisbon | 100.00% | Investment management |
| Presselivre – Imprensa Livre, S.A. ("Presselivre") Edisport – Sociedade de Publicações, S.A. ("Edisport") |
Lisbon Lisbon |
99.44% 100.00% |
Newspapers and magazine publication 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 for online business development |
| 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 |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") (a) |
São Paulo, Brazil |
80% | Communication and advertising services |
(a) During the period of six months ended June 30, 2012, 14.05% of the effective participation in Adcom Media was sold. This operation had no material impact on the Group's consolidated financial statements in the period.
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 2012 are as follows:
| Designation | Percentage Participation Headquarters |
||||
|---|---|---|---|---|---|
| Direct | Indirect | ||||
| VASP – Sociedade de Transportes e Distribuições, Lda. | Lisbon | 33.33% | - | Publications distribution | |
| Destak Brasil – Empreendimentos e Participações, S.A.(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 |
(a) During the period of six months ended June 30, 2012, 0.04% of the effective participation in Destak Brasil Empreendimentos e Participações, S.A. was sold. This operation had no material impact on the Group's consolidated financial statements in the period.
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.
The acquisition cost of the associated companies and their book value as of 30 June 2012 are as follows:
| Designation | Acquisition cost |
Book value |
Equity | Net result |
|---|---|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | 6,234 | 3,268,208 | 9,833,124 | 81,369 |
| Destak Brasil – Editora, S.A. (a) | - | - | R\$ (877,882) | R\$ (196,717) |
| Destak Brasil – Empreendimentos e Participações, S.A. | 154,535 | 500 | R\$ 812,830 | R\$ (288,885) |
| Mercados Globais – Publicação de Conteúdos, Lda. | 72,000 | - | (b) | (b) |
(a) – investment held by the subsidiary Destak Brasil – Empreendimentos e Participações, S.A.
(b) – financial information not available
As of 30 June 2012 and 31 December 2011 the caption "Investments in associated companies" can be detailed as follows:
| 30.06.2012 | 31.12.2011 | |
|---|---|---|
| Financial investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 3,268,208 | 3,244,498 |
| Destak Brasil – Empreendimentos e Participações, S.A. | 154,535 | 299,064 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 3,494,743 | 3,615,562 | |
| Accumulated impairment losses on investments in associated companies | (226,035) | (371,064) |
| Loans to associated companies | - | 193,845 |
| 3,268,708 | 3,438,343 |
As of 30 June 2012 and 31 December 2011 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 worth amount of 8,570 Euros. As of 30 June 2012 and 31 December 2011, the total value of investments for which adjustments of the same value were made amounts to 1,064,044 Euros.
During the six months period ended as of 30 June 2012 and 2011, the movement in the caption "Goodwill" fully refers to the changes in exchange rates in the semester then ended of the computed Goodwill of the subsidiary Adcom Media.
The movement occurred in deferred tax assets in the six months period ended as of 30 June 2012 and 2011 was as follows:
| 30.06.2012 | 30.06.2011 | |
|---|---|---|
| Opening balance | 7,512,008 | 8,782,149 |
| Effects in the income statement: | ||
| Increase/(Decrease) in tax losses carried forw ard |
15,526 | (105,481) |
| Increase/(Decrease) in impairments and provisions not accepted for tax purposes | - | - |
| Prior year tax correction follow ing changes in tax rules |
(1,542,829) | (1,542,829) |
| Other effects | - | - |
| Effects in equity: | ||
| Fair value of derivate instruments | 2,642 | (139,886) |
| Closing balance | 5,987,347 | 6,993,953 |
Tax expenses recorded in the income statement for the six months period ended as of 30 June 2012 and 2011 are detailed as follows:
| 30.06.2012 | 30.06.2011 | |
|---|---|---|
| Current Tax | ||
| Income tax for the period | 480,273 | 1,084,783 |
| Excess/(Insufficiency) of prior years income tax | (167,892) | 1,040 |
| Additional assessment tax | 600,000 | - |
| Deferred taxes | 1,527,302 | 1,648,310 |
| 2,439,683 | 2,734,133 |
As of 30 June 2012, a dispute with the Portuguese tax authorities ("Autoridade Tributária e Aduaneira") was still in progress following a Corporate Income Tax inspection regarding year 2007, with an amount of, approximately, 12 million Euro being challenged by the tax authorities. To meet this contingency, the Group recorded provisions for future taxes in the total amount of 4.1 million Euros, which corresponds to the best estimate of the Board, supported by legal and tax counsel of the impacts that may arise from the outcome of the processes currently underway.
As of 31 December 2011 and as of 30 June 2012 and 2011, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.06.2012 | 31.12.2011 | 30.06.2011 | |
|---|---|---|---|
| Cash | 91,667 | 76,977 | 107,027 |
| Bank deposits repayable on demand | 22,386,504 | 23,720,922 | 11,372,790 |
| Bank deposits repayable in less than 3 months | 6,352,000 | 15,370,062 | 21,482,000 |
| Cash and cash equivalents in accordance w ith the balance sheet |
28,830,171 | 39,167,961 | 32,961,817 |
| Bank overdrafts (Note 9) | (19,012,872) | (26,964,828) | (26,630,028) |
| 9,817,299 | 12,203,133 | 6,331,789 |
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 |
During the six months period ended as of 30 June 2011, payments/collections relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Presselivre – Imprensa Livre, S.A. Adcom Media – Anúncios e Publicidade S.A. (*) |
60,000 300,000 360,000 |
60,000 100,000 160,000 |
| Disposals | Transaction amount |
Amount received |
| ZON Multimédia | 39,633,640 | 39,633,640 |
(*) acquired in previous periods
As of 30 June 2012 and 31 December 2011, the amounts payable to tangible 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:
| 30.06.2012 | 31.12.2011 | |
|---|---|---|
| Year n+1 | 720,818 | 838,114 |
| Year n+2 | 131,918 | 396,404 |
| Year n+3 | 23,957 | 9,889 |
| Year n+4 | 8,799 | 9,889 |
| Year n+5 and subsequent years | - | 18,768 |
| 885,492 | 1,273,064 | |
| Short term | 1,131,597 | 1,195,743 |
| 2,017,089 | 2,468,807 | |
As of 30 June 2012 and 31 December 2011, the caption "Bank loans" was made up as follows:
| 30.06.2012 | |||||
|---|---|---|---|---|---|
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bank overdrafts | 19,012,872 | - | 19,002,872 | - | |
| Bank loans | 5,673,069 | 14,500,000 | 5,500,000 | 14,500,000 | |
| 24,685,941 | 14,500,000 | 24,502,872 | 14,500,000 | ||
| 31.12.2011 | |||||
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bank overdrafts | 26,964,828 | - | 26,964,828 | - | |
| 26,964,828 | - | 26,964,828 | - |
As of 30 June 2012 and 31 December 2011, the caption "Other loans" was made up as follows:
| 30.06.2012 | |||||
|---|---|---|---|---|---|
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bond loans | 50,067,990 | - | 50,000,000 | - | |
| Commercial paper | 19,979,136 | - | 20,000,000 | - | |
| 70,047,126 | - | 70,000,000 | - | ||
| 31.12.2011 | |||||
|---|---|---|---|---|---|
| Book value | Nominal Value | ||||
| Current | Non Current | Non Current | |||
| Bond loans | 50,026,158 | - | 50,000,000 | - | |
| Commercial paper | 42,060,544 | - | 42,000,000 | - | |
| 92,086,702 | - | 92,000,000 | - | ||
As of 30 June 2012 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, S.A. and which book value, valued in accordance with the effective interest rate method, amounts to 50,026,158 Euros. 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:
(Amounts expressed in Euro)
The liability caption "Commercial paper" relates to a commercial paper program, in the amount of 20,000,000 Euro, with guaranteed subscription by the banks until 2013, 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.
The reimbursement of the nominal value of the bank loan is as follows:
| 30.06.2012 | |
|---|---|
| n+1 | 3,500,000 |
| n+2 | 4,000,000 |
| n+3 | 4,500,000 |
| n+4 | 2,500,000 |
| 14,500,000 | |
| Short term | 5,500,000 |
| 20,000,000 | |
As of 30 June 2012, this caption is made of interest rate swaps related to the Group's financing loans. As these derivatives fulfill 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.
The movement in these derivatives for the six months period ended as of 30 June 2012 and 2011 can be presented as follows:
| 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 |
| 30.06.2011 | |||||
| "Market-to market" |
Accrued interest |
"Market-to market" net of accrued interest |
Deferred tax assets |
Net Value | |
| Opening balance | 1,129,176 | (198,575) | 930,601 | 246,609 | 683,992 |
| Increases / (decreases) | (600,564) | N/A | (527,871) | (139,886) | (387,985) |
| Closing balance | 528,612 | (125,882) | 402,730 | 106,723 | 296,007 |
(Amounts expressed in Euro)
As of 30 June 2012, 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. Cofina,SGPS, S.A. |
Bond loan Bond loan |
28/09/2010 29/03/2010 |
29/09/2014 Euribor 6M 28/09/2012 Euribor 6M |
20,000,000 10,000,000 30,000,000 |
(954,774) (88,768) (1,043,542) |
During the six month period ended as of 30 June 2012 the amount of 229,768 Euro related with accrued interests that resulted from the difference between the hedged fixed interest rate and the index base engaged was recorded under the caption "Results related with derivative instruments".
The financial income and expenses for the six months period ended as of 30 June 2012 and 2011 are made up as follows:
| 30.06.2012 | 30.06.2011 | |
|---|---|---|
| Financial expenses | ||
| Interest paid | 2,372,098 | 2,227,179 |
| Commissions | 209,391 | 508,880 |
| Other financial expenses | 237,280 | 13,137 |
| 2,818,769 | 2,749,196 | |
| Financial income | ||
| Interest received | 795,230 | 581,193 |
| 795,230 | 581,193 | |
The caption "Gains and losses in associated companies" as of 30 June 2012 and 2011 is mainly due to the Group's appropriation of its share of the results in associated companies.
The caption "Gains and losses in other investments" as of 30 June 2011 can be detailed as follows:
| 30.06.2011 | |
|---|---|
| Gains in investments measured at fair value through profit and loss - ZON Multimédia | 937,138 |
| Dividends - ZON Multimédia | 1,486,400 |
| 2,423,538 |
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, as well as with the gain that resulted from the disposal of shares that occurred in April and June of 2011.
(Amounts expressed in Euro)
The main balances with related parties as of 30 June 2012 and 2011 and the main transactions with related entities during the periods of six months then ended may be detailed as follows:
| 30.06.2012 | ||||
|---|---|---|---|---|
| Sales and other | Acquisition of goods | |||
| Transactions | income | Services rendered | and 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 | ||
| Balances | Accounts receivable | Accounts payable | Sales to invoice | |
| Vasp - Sociedade de Transportes e Distribuições, Lda | (22,795) | 123,358 | 5,952,996 | |
| Destak Brasil Editora, S.A. | 772,172 | 748,586 | - | |
| 749,377 | 871,944 | 5,952,996 | ||
| 30.06.2011 | ||||
| Transactions | Sales and other income |
Services rendered | Acquisition of goods and services |
|
| Vasp - Sociedade de Transportes e Distribuições, Lda Destak Brasil Editora, S.A. |
34,514,753 - |
- 812,495 |
46,876 - |
|
| 34,514,753 | 812,495 | 46,876 | ||
| Balances | Accounts receivable | Accounts payable | Sales to invoice | |
| Vasp - Sociedade de Transportes e Distribuições, Lda Destak Brasil Editora, S.A. |
103,107 844,867 |
204,392 1,118,981 |
5,942,030 - |
Sales and services rendered to associated companies during the period ended as of 30 June 2012 and 2011 mainly relate 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.
947,974 1,323,373 5,942,030
The services rendered to associated companies during the periods ended 30 June 2012 and 2011 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 2012, can be presented as follows:
COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2012
(Amounts expressed in Euro)
Cofina SGPS, S.A. Board of Directors was composed as follows as of 30 June 2012:
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 2012, Cofina had provided guarantees as follows:
As of 30 June 2012 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 656,000 Euro, mainly in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 31,000,000 Euro.
(Amounts expressed in Euro)
Earnings per share for the six months period ended as of 30 June 2012 and 2011 were determined taking into consideration the following amounts:
| 30.06.2012 | 30.06.2011 | |
|---|---|---|
| Net profit / (loss) considered for the computation of basic and diluted earning |
646,054 | 4,418,972 |
| Weighted average number of shares used to compute the basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: Basic Diluted |
0.01 0.01 |
0.04 0.04 |
As of 30 June 2012, the Company 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.
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 presented.
The information for the periods of six months ended as of 30 June 2012 and 2011 is detailed as follows:
| 30.06.2012 | New spapers |
Magazines | Eliminations and consolidations 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 |
| Eliminations and consolidations |
||||
| New spapers |
Magazines | adjustments | Total | |
| 30.06.2011 | 47,205,097 | 15,014,100 | - | 62,219,197 |
| Net operating income | 10,031,912 | (979,100) | - | 9,052,812 |
| Operating Cash-flow - EBITDA (a) Operating profit |
8,281,397 | (1,101,134) | - | 7,180,263 |
(a) - Operating profit + amortisation and depreciation
The interim financial statements as of 30 June 2012 were approved by the Board of Directors for issuance on 30 August 2012.
(Amounts expressed in Euro)
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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