Management Reports • Aug 1, 2014
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APPENDIX
30 June 2014
| INTRODUCTION 2 | |
|---|---|
| STOCK EXCHANGE EVOLUTION 3 | |
| GROUP ACTIVITY 5 | |
| FINANCIAL REVIEW 6 | |
| SECOND SEMESTER OUTLOOK 8 | |
| CORPORATE GOVERNANCE 9 | |
| LEGAL MATTERS 10 | |
| STATEMENT UNDER ARTICLE 246, 1, C) OF THE SECURITIES CODE 12 | |
| DECLARATION OF RESPONSIBILITY 12 | |
| CLOSING REMARKS 13 |
06(This is a translation of a document originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails – Note 18)
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 2014.
The Media segment, in Portugal, begun to demonstrate, early in 2014, some signs of recovery, although still tenuous. During the first semester of 2014, advertising revenues increased after more than 24 consecutive months of falling.
In the first semester of 2014, the Group's revenue grew when compared with the homologous period of 2013, and the Group's was able to maintain its market leadership in the main media segments.
In the first semester of 2014, Cofina's shares increased about 11% over the closing price of the end of the previous year. The market capitalization at that date was of 57 million Euro.
In the first half of 2014, Cofina´s shares were traded at the highest price of 0.75 Euro, and at the lowest price of 0.51 Euro. In total, 74,358,923 shares were traded in the first six months of 2014, which represents 73% of the issued share capital.
The most significant events that affected Cofina´s shares in the first semester of 2014 can be detailed as follows:
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 "Maxima", "TV Guia", "Flash!", "Vogue" and "GQ" should be highlighted.
Cofina Group's complete structure of participations as of 30 June 2014 is as follows:
According to the data provided by APCT for the first four months period of 2014, "Correio da Manhã" is the most sold newspaper in Portugal, with an average of more than 114 thousand copies sold daily. According to the data provided by this certifying entity, "Correio da Manhã" has a market share of 45.3% (regarding the daily paid generic newspapers segment).
In June 2014, "Correio da Manhã" became the fourth most viewed site in Portugal. "Jornal de Negócios" continues to lead the economic information segment. In June 2014 according to data from Netscope regarding this month, the website "Correio da Manhã" had 12.9 million visits.
"Jornal de Negócios" is the leader in the segment of economic information, with 4.5 million visitors compared to 2.7 million recorded by his most direct competitor.
The Cofina Group ranks second in the online traffic.
The consolidated financial information of Cofina for the 1st half of 2014, 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 2014 | 1H 2013 | Var (%) 1H14/1H13 |
|---|---|---|---|
| Operating income | 51,407 | 51,032 | 0.7% |
| Circulation | 26,232 | 27,702 | -5.3% |
| Advertising | 18,195 | 16,654 | 9.3% |
| Alternative marketing products and others | 6,980 | 6,676 | 4.6% |
| Operating income by segments | 51,407 | 51,032 | 0.7% |
| Newspapers | 41,710 | 40,608 | 2.7% |
| Magazines | 9,697 | 10,424 | -7.0% |
| Operating expenses (a) | 44,258 | 45,285 | -2.3% |
| Consolidated EBITDA (a) | 7,149 | 5,747 | 24.4% |
| EBITDA margin | 13.9% | 11.3% | +2,6 p.p. |
| Newspapers EBITDA | 7,409 | 6,695 | 10.7% |
| Newspapers EBITDA margin | 17.8% | 16.5% | +1,3 p.p. |
| Magazines EBITDA | -260 | -948 | - |
| Magazines EBITDA margin | -2.7% | -9.1% | - |
| Amortisation na depreciation (-) | 1,480 | 1,800 | -17.8% |
| EBIT | 5,669 | 3,947 | 43.6% |
| EBIT margin | 11.0% | 7.7% | +3,3 pp |
| Net financial income | (2,328) | (1,629) | - |
| Income before taxes and non-controlling interests | 3,341 | 2,318 | 44.1% |
| Income taxes | 153 | 1,857 | -91.8% |
| Non-controlling interests | 21 | (39) | -153.8% |
| Net consolidated profit / loss (c) | 3,167 | 500 | 533.4% |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings befores interest, taxes, amortisation and depreciation
(c) Net profit / (loss) attributable to the parent company shareholders
In cumulative terms, in the first six months of 2014 revenues grew about 0.7%, which turned into an EBITDA growth of approximately 24%.
Note that in addition to a revenue growth, the results achieved in the semester are the outcome of the Group's strategy focused on optimization and cost control.
The first semester of 2014 was characterized by an increase of the advertising of 9% when compared with the homologous period of 2013, reaching about 18.2 million Euro. The origin of this growth was an organic market growth and the development of innovative activation actions, transversal to all Cofina's publications.
The growth of advertising associated with an effective and continuous strategy of costs control led to a 44% growth of the EBIT, reaching 5.7 million Euros.
The income tax for the first semester of 2014 was positively influenced by the restitution of taxes unduly paid in prior years.
As of June 30, 2014, the nominal net debt of Cofina amounted 70.6 million Euro, which corresponds to a decrease of 2.7 million Euro when compared to the 73.3 million Euro recorded in the end of 2013.
The main indicators of the main business segments are as follows:
| (amounts in thousand Euro) | 1H 2014 | 1H 2013 | Var (%) 1H14/1H13 |
|---|---|---|---|
| Consolidated operating income | 41,710 | 40,608 | 2.7% |
| Circulation | 20,500 | 21,416 | -4.3% |
| Advertising | 15,071 | 13,531 | 11.4% |
| Alternative marketing products and others | 6,139 | 5,661 | 8.4% |
| Operating expenses (a) | 34,301 | 33,913 | 1.1% |
| Consolidated EBITDA (b) | 7,409 | 6,695 | 10.7% |
| EBITDA margin | 17.8% | 16.5% | +1,3 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings befores interest, taxes, amortisation and depreciation
The newspapers segment of Cofina recorded, in the first half of 2014, a total income of 41.7 million Euro, which represents an increase of 2.7% when compared with the homologous period. The advertising income recorded an increase of 11% to 15.1 million Euro; whilst the circulation income dropped approximately 4%, having reached 20.5 million Euro. The alternative marketing products income recorded an increase of 8.4%, reaching approximately 6.1 million Euro.
Therefore, the EBITDA of the newspaper segment, reached in the period under analysis, amounted to approximately 7.4 million Euro, a growth of approximately 11%, when compared with the homologous period. The EBITDA margin amounted to 18%.
| 1H 2014 | 1H 2013 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 1H14/1H13 | ||
| Consolidated operating income | 9,697 | 10,424 | -7.0% |
| Circulation | 5,732 | 6,286 | -8.8% |
| Advertising | 3,124 | 3,123 | 0.0% |
| Alternative marketing products and others | 841 | 1,015 | -17.1% |
| Operating expenses (a) | 9,957 | 11,372 | -12.4% |
| Consolidated EBITDA (b) | -260 | -948 | - |
| EBITDA margin | -2.7% | -9.1% | - |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
The total income of this segment reached approximately 9.7 million Euro, reflecting a decrease of approximately 7% when compared to the homologous period of 2013.
Circulation income recorded a decrease of 9%, reaching approximately 5.7 million Euro, while the advertising kept the 2013 levels. The alternative marketing products income recorded a decrease of 17%.
The operational costs were reduced by, approximately, 12%. Accordingly, EBITDA recorded in the magazines segment, in the first semester of 2014, was negative 260 thousand Euro, compared to an EBITDA of 948 thousand Euro negative recorded in the same period of 2013.
The second semester of the year should be characterized by a gradual improvement in some economic indicators, particularly in terms of confidence which could have a positive impact on the advertising market. However, it should be noted that the first semester was marked by a non-recurring effect - the World Cup.
Cofina, regardless of the market conditions, will continue its policy of strategic optimization and cost control, aiming the reinforcement of operational efficiency with a clear focus on profitability.
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 2013 and it is available on our website (www.cofina.pt).
It should be noted, however, that the Annual Shareholders' Meeting held on 24 April 2014 has appointed the corporate boards for the three year mandate 2014/2016.
Therefore, for the Board of Directors, the following members were appointed for the period 2014/2016:
To the Statutory Audit Board the following members were appointed:
Deloitte & Associados, SROC S.A., represented by António Manuel Martins Amaral or Miguel Nuno Machado Canavarro Fontes, was appointed as Statutory Auditor for the three year period 2014/2016.
Pursuant to the requirements of article 66 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that as of 30 June 2014 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 2014, the shares held were as follows:
| 12,886,332 |
|---|
| 14,784,857 |
| 12,292,927 |
| 854.500 |
| 7,100.000 |
| 20,488,760 |
(a) – 12,886,332 shares represent the total shares of Cofina held by Actium Capital – SGPS, S.A. of which the Board Member Paulo Jorge dos Santos Fernandes is also director and dominant shareholder.
(b) – 14,784,857 shares represent the total shares of Cofina held by INDAZ, S.A. of which the Director João Manuel Matos Borges de Oliveira is also director.
(c) – 12,292,927 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) – 20,488,760 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 dominant shareholder.
As of 30 June 2014 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%, 15%, 20%, 33% and 50% of the voting rights, are as follows:
| Shares held at | Direct % of voting | |
|---|---|---|
| Exceeding 2% of the voting rights | 30.06.2014 | rights |
| Credit Suisse Group AG | 5,039,060 | 4.91% |
| Santander Asset Management (a) | 2,177,423 | 2.12% |
(a) – 2,177,423 shares respect to the total shares of COFINA – SGPS, S.A, held by the investment funds managed by Santander Assets Management (107,964 shares held by PPA Santander Fund and 2,069,459 shares held by Portugal Shares Santander Fund).
| Shares held at | Direct % of | |
|---|---|---|
| Exceeding 5% of the voting rights | 30.06.2014 | voting rights |
| Pedro Miguel Matos Borges de Oliveira | 7,100,000 | 6.92% |
| Shares held at | Direct % of | |
| Exceeding 10% of the voting rights | 30.06.2014 | voting rights |
| Indaz, S.A. (a) | 14,784,857 | 14.41% |
| Actium Capital, SGPS, S.A. (b) | 12,886,332 | 12.56% |
| Newshold, SGPS, S.A. | 12,519,683 | 12.21% |
| LIVREFLUXO – SGPS, S.A. (c) | 12,292,927 | 11.99% |
(a) – The 14,784,857 shares held by INDAZ, S.A. are attributable to João Manuel Matos Borges de Oliveira, of which he is also director.
(b) – The 12,886,332 shares held by Actium Capital – SGPS, S.A. are attributable to Paulo Jorge dos Santos Fernandes of which he is also director and dominant shareholder.
(c) – The 12,292,927 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 | 30.06.2014 | voting rights |
| Promendo – SGPS, S.A. (a) | 20,488,760 | 19.98% |
(a) – The 20,488,760 shares held by Promendo – SGPS, S.A., are attributable to Ana Rebelo de Carvalho Menéres de Mendonça, of which she is a director and dominant shareholder.
Cofina was not notified of any participation exceeding 20% of the voting rights.
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.
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 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 our suppliers, financial institutions and other Group Stakeholders, for the trust demonstrated in our organization. We would like to thank additionally the External Auditor for the cooperation provided in the period and the Statutory Audit Board for the continued monitoring of our operation.
Oporto, 31 July 2014
The Board of Directors
Paulo Jorge dos Santos Fernandes
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
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 | Sahres hels as of | |||
|---|---|---|---|---|
| Member of the Board of Directors | 31-Dec-2013 | Acquisitions Disposals | 30-Jun-2014 | |
| Paulo Jorge dos Santos Fernandes | 3,345,746 | - | (3,345,746) | - |
| Paulo Jorge dos Santos Fernandes (allocation through ACTIUM CAPITAL - SGPS, S.A.) | 9,540,586 | 3,345,746 | - | 12,886,332 |
| João Manuel Matos Borges de Oliveira (allocation through INDAZ, S.A.) | 14,784,857 | - | - | 14,784,857 |
| Domingos José Vieira de Matos (allocation through LIVRE FLUXO - SGPS, S.A.) | 12,292,927 | - | - | 12,292,927 |
| Pedro Miguel Matos Borges de Oliveira | 5,628,291 | 1,471,709 | - | 7,100,000 |
| Ana Rebelo Mendonça (allocation through PROMENDO - SGPS, S.A.) | 20,488,760 | - | - | 20,488,760 |
| Pedro Macedo Pinto de Mendonça | 854,500 | - | - | 854,500 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2013 | - | - | - | - | 3,345,746 |
| 12 March 2014 | Sell | (3,345,746) | 0.634900 | NYSE Euronext Lisbon | - |
| 30 June 2014 | - | - | - | - | - |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2013 | - | - | - | - | 9,540,586 |
| 12 March 2014 | Buy | 3,345,746 | 0.634900 | NYSE Euronext Lisbon | 12,886,332 |
| 30 June 2014 | - | - | - | - | 12,886,332 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2013 | - | - | - | - | 854,500 |
| 30 June 2014 | - | - | - | - | 854,500 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2013 | - | - | - | - | 14,784,857 |
| 30 June 2014 | - | - | - | - | 14,784,857 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2013 | - | - | - | - | 5,628,291 |
| 11 February 2014 | Buy | 400,000 | 0.649000 | NYSE Euronext Lisbon | 6,028,291 |
| 12 February 2014 | Buy | 600,000 | 0.647000 | NYSE Euronext Lisbon | 6,628,291 |
| 12 February 2014 | Buy | 1,709 | 0.642000 | NYSE Euronext Lisbon | 6,630,000 |
| 12 February 2014 | Buy | 5,008 | 0.645000 | NYSE Euronext Lisbon | 6,635,008 |
| 12 February 2014 | Buy | 3,000 | 0.646000 | NYSE Euronext Lisbon | 6,638,008 |
| 12 February 2014 | Buy | 5,864 | 0.646000 | NYSE Euronext Lisbon | 6,643,872 |
| 12 February 2014 | Buy | 2,500 | 0.643000 | NYSE Euronext Lisbon | 6,646,372 |
| 12 February 2014 | Buy | 700 | 0.643000 | NYSE Euronext Lisbon | 6,647,072 |
| 12 February 2014 | Buy | 1,800 | 0.643000 | NYSE Euronext Lisbon | 6,648,872 |
| 12 February 2014 | Buy | 700 | 0.643000 | NYSE Euronext Lisbon | 6,649,572 |
| 12 February 2014 | Buy | 428 | 0.643000 | NYSE Euronext Lisbon | 6,650,000 |
| 13 February 2014 | Buy | 448,500 | 0.640000 | NYSE Euronext Lisbon | 7,098,500 |
| 13 February 2014 | Buy | 1,500 | 0.641000 | NYSE Euronext Lisbon | 7,100,000 |
| 30 June 2014 | - | - | - | - | 7,100,000 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2013 | - | - | - | - | 12,292,927 |
| 30 June 2014 | - | - | - | - | 12,292,927 |
| Date | Description | Volume | Price (€) | Local | Nº of shares |
|---|---|---|---|---|---|
| 31 December 2013 | - | - | - | - | 20,488,760 |
| 30 June 2014 | - | - | - | - | 20,488,760 |
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
| NON CURRENT ASSETS 6,651,108 7,177,531 Tangible assets 5 91,128,755 90,952,056 Goodwill Intangible assets 407,395 634,187 Investments in associated companies 4 3,450,607 3,798,159 4 8,570 8,570 Investments held for sale Investments recorded at fair value through profit and loss 2,051 271 Other non current debtors 350,000 350,000 6 4,373,989 4,697,703 Deferred tax assets Total non current assets 106,372,475 107,618,477 CURRENT ASSETS 1,989,935 2,251,126 Inventories 9,537,677 9,410,134 Customers State and other public entities 949,917 1,249,509 85,406 513,568 Other current debtors 6,819,382 5,831,472 Other current assets Cash and cash equivalents 7 11,405,347 10,316,267 Total current assets 30,787,664 29,572,076 TOTAL ASSETS 137,160,139 137,190,553 EQUITY AND LIABILITIES SHAREHOLDERS' FUNDS Share capital 8 25,641,459 25,641,459 Share premium account 15,874,835 15,874,835 5,409,144 5,409,144 Legal reserve (30,285,140) (34,335,639) Other reserves Consolidated net profit/(loss) for the period attributable to the parent company 3,166,873 4,681,002 Equity attributable to equity holder of the parent company 19,807,171 17,270,801 Non controlling interests 756,357 767,940 TOTAL EQUITY 20,563,528 18,038,741 LIABILITIES NON CURRENT LIABILITIES 9 7,000,000 9,000,000 Bank Loans Other loans 9 49,178,931 49,041,611 Pension liabilities 459,894 459,894 10 35,756 35,756 Other non current creditors 8,463,620 8,502,480 Provisions Total non current liabilities 65,138,201 67,039,741 CURRENT LIABILITIES Bank loans 7 e 9 10,995,109 7,007,465 Other loans 9 14,080,524 17,900,832 11 249,728 495,474 Derivatives 7,440,379 8,302,428 Suppliers State and other public entities 4,318,696 2,546,957 Other current creditors 10 4,415,793 5,360,647 9,958,181 10,498,268 Other current liabilities Total current liabilities 51,458,410 52,112,071 TOTAL LIABILITIES 116,596,611 119,151,812 TOTAL EQUITY AND LIABILITIES 137,160,139 137,190,553 |
ASSETS | Notes | 30.06.2014 | 31.12.2013 |
|---|---|---|---|---|
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 | 30.06.2014 | 30.06.2013 | 2nd quarter 2014 |
2nd quarter 2013 |
|
|---|---|---|---|---|---|
| Sales | 26,231,898 | 27,702,232 | 13,200,803 | 13,788,335 | |
| Services rendered | 18,194,612 | 16,653,924 | 10,868,699 | 8,701,351 | |
| Other operating income | 6,980,436 | 6,676,144 | 3,252,867 | 3,942,941 | |
| Cost of sales | (7,229,519) | (7,697,136) | (3,618,226) | (3,774,086) | |
| External supplies and services | (20,442,174) | (20,631,368) | (11,342,729) | (11,370,828) | |
| Payroll expenses | (16,054,089) | (16,541,229) | (8,106,073) | (8,264,520) | |
| Amortisation and depreciation | (1,480,157) | (1,799,603) | (740,396) | (899,785) | |
| Provisions and impairment losses | (347,451) | (279,005) | (184,550) | (110,931) | |
| Other operating expenses | (184,258) | (136,867) | (112,513) | (71,272) | |
| Financial expenses | 12 | (2,542,127) | (1,881,859) | (1,290,863) | (935,515) |
| Financial income | 12 | 213,967 | 252,575 | 135,164 | 202,077 |
| Profit / loss before income tax | 3,341,138 | 2,317,808 | 2,062,183 | 1,207,767 | |
| Income tax | 6 | (152,922) | (1,856,848) | 287,558 | (992,897) |
| Net consolidated profit / (loss) for the period | 3,188,216 | 460,960 | 2,349,741 | 214,870 | |
| Attributable to: | |||||
| Shareholders of the parent company | 3,166,873 | 500,310 | 2,301,806 | 223,284 | |
| Non-controlling interests | 21,343 | (39,350) | 47,935 | (8,414) | |
| Earnings per share: | |||||
| Basic | 14 | 0.03 | 0.00 | 0.02 | 0.00 |
| Diluted | 14 | 0.03 | 0.00 | 0.02 | 0.00 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
| f th Att ribu tab le t ity hol der nt c o e qu s o e p are om pan y |
|||||||
|---|---|---|---|---|---|---|---|
| Sha re |
Sh miu are pre m |
Leg al |
Oth er |
Ne t |
No roll ing ont n c inte ts res |
Tot al |
|
| ital cap |
t acc oun |
res erv e |
res erv es |
fit / ( ) loss pro |
Tot al |
ity equ |
|
| 14, 738 ,36 1 |
|||||||
| - | - | - | - | - | - | ||
| - | - | - | ( ) 1,0 25, 658 |
- | ( ) 39, 375 |
( ) 1,0 65, 033 |
|
| - | - | - | ( 3) 264 ,07 |
- | ( 3) 264 ,07 |
( ) 55, 927 |
( 0) 320 ,00 |
| - | - | - | ( 10, 925 ) |
- | ( 10, 925 ) |
2,7 32 |
( 8,1 93) |
| - | - | - | 567 | 500 0 |
533 7 |
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 |
| 641 9 |
874 5 |
144 | 335 | 002 | 270 1 |
767 0 |
18, 038 ,74 1 |
| - | - | - | 4,6 81, 002 |
( ) 4,6 81, 002 |
- | - | - |
| - | - | - | ( 1,0 25, 658 ) |
- | ( ) 1,0 25, 658 |
( 36, 750 ) |
( 1,0 62, 408 ) |
| - | - | - | ( 677 ) |
- | ( 677 ) |
3,8 24 |
3,1 47 |
| - | - | - | 395 ,83 2 |
3,1 66, 873 |
3,5 62, 705 |
21, 343 |
3,5 84, 048 |
| 25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 30, 285 ,14 0) |
3,1 66, 873 |
19, 807 ,17 1 |
756 ,35 7 |
20, 563 ,52 8 |
| 25, 641 ,45 9 25, ,45 |
15, 874 ,83 5 15, ,83 |
5,4 09, 144 5,4 09, |
( 2) 36, 913 ,81 3,9 86, 740 33, ( 9) 34, ,63 |
3,9 86, 740 ( 3,9 86, 740 ) ,31 4,6 81, |
13, 998 ,36 6 ( ) 1,0 25, 658 ,87 17, ,80 |
739 ,99 5 ( 39, ) ,94 |
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)
| 30.06.2014 | 30.06.2013 | 2nd quarter 2014 |
2nd quarter 2013 |
|
|---|---|---|---|---|
| Profit / (loss) for the period | 3,188,216 | 460,960 | 2,349,741 | 214,870 |
| 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 | 210,397 | (167,297) | 127,455 | (270,737) |
| Changes in cash-flows hedges' fair value | 185,435 | 200,864 | 92,495 | 97,944 |
| 395,832 | 33,567 | 219,950 | (172,793) | |
| Total comprehensive income for the period | 3,584,048 | 494,527 | 2,569,691 | 42,077 |
| Attributable to: | ||||
| Shareholders of the parent company | 3,562,705 | 533,877 | 2,521,756 | 50,491 |
| Non-controlling interests | 21,343 | (39,350) | 47,935 | (8,414) |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Amounts expressed in Euro)
| Notes | 30.06.2014 | 30.06.2013 | 2nd quarter 2014 | 2nd quarter 2013 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Operating activities | |||||||||
| Cash flow from operating activities (1) | 6,950,385 | 4,703,518 | 5,566,251 | 3,689,955 | |||||
| Investment activities | |||||||||
| Collections relating to: | |||||||||
| Interest and similar income | 114,303 | 139,480 | 82,912 | 58,815 | |||||
| Loans granted | - | - | - | - | |||||
| Dividends | 420,000 | 534,303 | 100,000 | 239,480 | 420,000 | 502,912 | 100,000 | 158,815 | |
| Payments relating to: | |||||||||
| Investments | 7 | (47,560) | (240,000) | - | (240,000) | ||||
| Tangible assets | (783,620) | (2,561,573) | (679,183) | (780,314) | |||||
| Intangible assets | (126,713) | (957,893) | (320,132) | (3,121,705) | (110,179) | (789,362) | (56,592) | (1,076,906) | |
| Cash flow from investment activities (2) | (423,590) | (2,882,225) | (286,450) | (918,091) | |||||
| Financing activities | |||||||||
| Collections relating to: | |||||||||
| Loans obtained | 5,000,000 | 5,000,000 | - | - | 850,000 | 850,000 | - | - | |
| Payments relating to: | |||||||||
| Interest and similar costs | (2,373,699) | (1,565,782) | (363,045) | (654,207) | |||||
| Lease contracts | (312,046) | (585,678) | (152,404) | (272,639) | |||||
| Dividends | (1,025,658) | (1,025,658) | (1,025,658) | (1,025,658) | |||||
| Loans obtained | (12,750,000) | (5,400,000) | (8,750,000) | (5,050,000) | |||||
| Supplementary capital | - | (16,461,403) | - | (8,577,118) | - | (10,291,107) | - | (7,002,504) | |
| Cash flow from financing activities (3) | (11,461,403) | (8,577,118) | (9,441,107) | (7,002,504) | |||||
| Cash and its equivalents at the beginning of the period | 7 | 7,446,155 | 9,002,300 | 6,672,853 | 6,477,115 | ||||
| Changes in exchange rates | 869 | - | 869 | - | |||||
| Variation of cash and its equivalents: (1)+(2)+(3) | (4,934,608) | (6,755,825) | (4,161,306) | (4,230,640) | |||||
| Cash and its equivalents at the end of the period | 7 | 2,512,416 | 2,246,475 | 2,512,416 | 2,246,475 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
AS OF 30 JUNE 2014
(Translation of financial statements originally issued in Portuguese - Note 18)
(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 2014, 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 2014 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 2013.
During this period there were no changes in accounting policies nor were detected any material errors relating to previous periods.
AS OF 30 JUNE 2014
(Translation of financial statements originally issued in Portuguese - Note 18)
(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 2014 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent Company: Cofina, SGPS, S.A. |
Porto | Investment management | |
| Efe Erre Participações, SGPS, S.A. ("FR") | Porto | 100% | Investment management |
| Cofina Media Group | |||
| Cofina Media, SGPS, S.A. ("Cofina Media") Presselivre – Imprensa Livre, S.A. ("Presselivre") |
Lisbon Lisbon |
100% 99.44% |
Investment management 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") Metronews – Publicações, S.A. ("Metronews") |
Lisbon Lisbon |
100% 59% |
Investment management 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") |
Lisbon | 100% | Events promotion and organization |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") |
São Paulo, Brazil | 80% | 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 2014 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 2014 are as follows:
| Designation | Acquisition cost |
Book value |
Equity | Net result |
|---|---|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 3,450,107 | € 10,650,165 | € 217,340 |
| Destak Brasil – Editora, S.A. (a) | - | - | R\$ 803,248 | R\$ 409,084 |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 299,064 | € 500 | R\$ 2,294,426 | R\$ 327,666 |
| 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 2014 and 31 December 2013 the caption "Investments in associated companies" can be detailed as follows:
| 30.06.2014 | 31.12.2013 | |
|---|---|---|
| Financial Investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 3,450,107 | 3,797,659 |
| Destak Brasil – Empreendimentos e Participações, S.A. | 154,535 | 154,535 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 3,676,642 | 4,024,194 | |
| Impairment losses on investments in associated companies | (226,035) | (226,035) |
| 3,450,607 | 3,798,159 |
As of 30 June 2014 and 31 December 2013 the Group has investments available for sale 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 2014 and 31 December 2013, the total value of investments for which impairments in the same amount were recorded amounts to 877,942 Euro.
During the six months periods ended as of 30 June 2014 and 2013, the movement in the caption "Goodwill" fully refers to the effect of the exchange rate change in the goodwill of the subsidiary Adcom Media.
AS OF 30 JUNE 2014
(Amounts expressed in Euro)
The movement occurred in deferred tax assets in the six months periods ended as of 30 June 2014 and 2013 was as follows:
| Deferred tax assets | |||
|---|---|---|---|
| 30.06.2014 | 30.06.2013 | ||
| Opening balance | 4,697,703 | 5,588,538 | |
| Effects in the income statement: | |||
| Increase/(Decrease) in tax losses carried forward | 2,317,794 | 932,444 | |
| Prior year tax correction following changes in tax rules | (2,581,334) | (1,542,829) | |
| Effects in equity: | |||
| Fair value of derivate instruments | (60,174) | (72,420) | |
| Closing balance | 4,373,989 | 4,905,733 | |
Tax expenses recorded in the income statements for the six months periods ended as of 30 June 2014 and 2013 are detailed as follows:
| 30.06.2014 | 30.06.2013 | |
|---|---|---|
| Current Tax | ||
| Income tax for the period | 761,565 | 412,663 |
| Excess/(Insufficiency) of prior years income tax | (135,234) | 3,980 |
| Restitution of income tax unduly collected in previous years | (736,949) | - |
| Provision for tax claims | - | 785,000 |
| Deferred taxes | 263,540 | 655,205 |
| 152,922 | 1,856,848 |
As of 30 June 2014, disputes with the Portuguese tax authorities ("Autoridade Tributária e Aduaneira" or "AT") were still in progress following a Corporate Income Tax inspection with an original amount of, approximately, 13 million Euro being challenged by the tax authorities. Under the adhesion of the Group to the Tax and Social Security Debts' Regularization Exceptional Regime, approved by the Decree-Law n.º 151-A/2013, of October 31 ("RERD"), the Group paid voluntarily, during the year ended as of December 31, 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 the AT the offset of part of the amounts challenged related with that inspection with credits that the Group had over the AT, having obtained, in the first semester of 2014, the approval of the requirement in the amount of, approximately, 5,700,000 Euro. Consequently, the amount of the unresolved contingency, as of 30 June 2014, is, approximately 5,300,000 Euro.
In order to cope with these disputes (including interests and fines), the Group recorded provisions, in past periods, in the amount of 7,595,000 Euro, 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.
(Amounts expressed in Euro)
As of 30 June 2014 and 31 December 2013, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.06.2014 | 31.12.2013 | |
|---|---|---|
| Cash | 58,004 | 57,960 |
| Bank deposits repayable on demand | 11,347,343 | 7,258,307 |
| Bank deposits repayable in less than 3 months | - | 3,000,000 |
| Cash and cash equivalents in accordance with the balance sheet | 11,405,347 | 10,316,267 |
| Bank overdrafts (Note 9) | (8,892,931) | (2,870,112) |
| Cash and cash equivalents | 2,512,416 | 7,446,155 |
During the six months period ended as of 30 June 2014, payments relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Cofina - Eventos e Comunicação S.A. (*) | 317,560 | 47,560 |
| 317,560 | 47,560 |
(*) acquisition of an additional investment of 30% in share capital
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. (*) | 317,560 | 240,000 |
| 317,560 | 240,000 |
(*) acquisition of an additional investment of 30% in share capital
As of 30 June 2014, 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.
(Amounts expressed in Euro)
As of 30 June 2014 and 31 December 2013, the caption "Bank loans" was made up as follows:
| 30.06.2014 | ||||
|---|---|---|---|---|
| Book value | Nominal Value | |||
| Current | Non Current | Current | Non Current | |
| Bank overdrafts (Note 7) | 8,892,931 | - | 8,892,931 | - |
| Bank loans | 2,102,178 | 7,000,000 | 2,000,000 | 7,000,000 |
| 10,995,109 | 7,000,000 | 10,892,931 | 7,000,000 | |
| 31.12.2013 | ||||
| Book value | Nominal Value | |||
| Current | Non Current | Current | Non Current | |
| Bank overdrafts (Note 7) | 2,870,112 | - | 2,870,112 | - |
| Bank loans | 4,137,353 | 9,000,000 | 4,000,000 | 9,000,000 |
| 7,007,465 | 9,000,000 | 6,870,112 | 9,000,000 |
As of 30 June 2014 and 31 December 2013, the caption "Other loans" was made up as follows:
| 30.06.2014 | |||||
|---|---|---|---|---|---|
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bond loans | - | 49,178,931 | - | 50,000,000 | |
| Commercial paper | 14,080,524 | - | 14,100,000 | - | |
| 14,080,524 | 49,178,931 | 14,100,000 | 50,000,000 | ||
| 31.12.2013 | |||||
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bond loans | - | 49,041,611 | - | 50,000,000 | |
| Commercial paper | 17,900,832 | - | 17,850,000 | - | |
| 17,900,832 | 49,041,611 | 17,850,000 | 50,000,000 |
As of 30 June 2014, the non-current liability caption "Bond Loans" refers to a bond loan named "Obrigações Cofina SGPS – 2013/2019", amounting to 50,000,000 Euro, issued by Cofina SGPS, S.A. valued in accordance with the effective interest rate method, with a book value of 49,178,931 Euro. This loan, according to its terms, matures on September 28, 2019.
The main features of this loan are as follows:
(Translation of financial statements originally issued in Portuguese - Note 18)
(Amounts expressed in Euro)
The liability caption "Commercial paper" relates to two commercial paper programs, in the maximum amounts of 15,000,000 Euro and 7,000,000 Euro, with guaranteed subscription by the banks. These commercial paper programs mature in July 2014 (which was renovated until January 2015) and September 2016, respectively, and bear interest at market rates.
Regarding the second commercial paper program, with maturity as of September 25, 2016, as it can be terminated by any of the parts, in each annual term date of the program, it was classified as current.
The liability caption "Bank loans" relates to a bank loan celebrated in March 2012, which bears interests at market rates and that will be reimbursed until 15 October 2016. The reimbursement plan of the nominal amount of this loan is as follows:
| 30.06.2014 | |
|---|---|
| 2015 | 2,000,000 |
| 2016 | 5,000,000 |
| 7,000,000 | |
| Short term | 2,000,000 |
| 9,000,000 | |
As of 30 June 2014 and 31 December 2013, 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:
| 30.06.2014 | 31.12.2013 | |
|---|---|---|
| Year n+1 | 24,842 | 24,842 |
| Year n+2 | 10,914 | 10,914 |
| 35,756 | 35,756 | |
| Short term | 143,826 | 452,993 |
| 179,582 | 488,749 |
AS OF 30 JUNE 2014
(Translation of financial statements originally issued in Portuguese - Note 18)
(Amounts expressed in Euro)
As of 30 June 2014, 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.
The movement in these derivatives for the six months period ended as of 30 June 2014 and 2013 can be presented as follows:
| 30.06.2014 | ||||||
|---|---|---|---|---|---|---|
| Market-to-market | ||||||
| "Market-to | Accrued | net of accrued | Deferred | |||
| market" | interest | interest | tax assets | Net Value | ||
| Opening balance | 495,474 | (128,442) | 367,032 | 89,923 | 277,111 | |
| Increases / (decreases) | (245,746) | N/A | (245,609) | (60,174) | (185,435) | |
| Closing balance | 249,728 | (128,305) | 121,423 | 29,749 | 91,676 |
| 30.06.2013 | |||||
|---|---|---|---|---|---|
| Market-to-market | |||||
| "Market-to | Accrued | net of accrued | Deferred | ||
| market" | interest | interest | 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 |
As of 30 June 2014 the Company had engaged in financial instruments contracts for hedging interest rates whose fair value, calculated by the discounted cash flows 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 | (249,728) |
| 20,000,000 | (249,728) |
The financial income and expenses for the six months periods ended as of 30 June 2014 and 2013 are made up as follows:
| 30.06.2014 | 30.06.2013 | |
|---|---|---|
| Financial expenses | ||
| Interest paid | (1,961,444) | (1,320,918) |
| Interests related with derivatives | (249,766) | (247,505) |
| Commissions | (316,389) | (268,338) |
| Other financial expenses | (14,528) | (45,098) |
| (2,542,127) | (1,881,859) | |
| Financial income | ||
| Interest received | 141,520 | 80,714 |
| Gains and losses in associated companies | ||
| Application of the Equity Method | 72,447 | 171,861 |
| 213,967 | 252,575 |
(Translation of financial statements originally issued in Portuguese - Note 18)
(Amounts expressed in Euro)
As of 30 June 2014, Cofina had provided guarantees as follows:
As of 30 June 2014 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 552,000 Euro, mainly in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 58,500,000 Euro.
Earnings per share for the six months periods ended as of 30 June 2014 and 2013 were determined taking into consideration the following amounts:
| 30.06.2014 | 30.06.2013 | |
|---|---|---|
| Net profit taken into consideration to calculate basic and diluted earnings per share |
3,166,873 | 500,310 |
| Weighted average number of shares used to calculate basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: | ||
| Basic | 0.03 | 0.00 |
| Diluted | 0.03 | 0.00 |
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.
(Translation of financial statements originally issued in Portuguese - Note 18)
(Amounts expressed in Euro)
The information for the six months periods ended as of 30 June 2014 and 2013 is detailed as follows:
| Eliminations and | ||||
|---|---|---|---|---|
| consolidations | ||||
| 30.06.2014 | New spapers | Magazines | adjustments | Total |
| Net operating income | 41,709,957 | 9,696,989 | - | 51,406,946 |
| Operating Cash-flow - EBITDA (a) | 7,409,355 | (259,900) | - | 7,149,455 |
| Operating profit | 5,948,986 | (279,688) | - | 5,669,298 |
| Eliminations and consolidations |
||||
|---|---|---|---|---|
| 30.06.2013 | New spapers | 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 |
(a) - Operating profit + amortisation and depreciation
Relating to the year ended 31 December 2013, the Board of Directors proposed, in its annual report, that the net individual profit of Cofina, S.G.P.S., S.A., in the amount of 5,093,237.89 Euro would be transferred to caption "Other reserves", having that proposal been approved in the General Shareholders' Meeting held as of 24 April 2014.
Furthermore, the Board of Directors, proposed the distribution of dividends amounting to 1,025,658.36 Euro, which corresponds to a dividend of 0.01 Euro per share. This dividend was also approved in the General Shareholders Meeting of 24 April 2014.
The interim financial statements as of June 30, 2014 were approved by the Board of Directors and authorized for issue on July, 31 2014.
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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