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Cofina SGPS

Quarterly Report Aug 31, 2009

9978_ir_2009-08-31_32a02863-327c-4374-8d38-0bafc3cc0358.pdf

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COFINA, SGPS, S.A.

Share Capital: 25,641,459 Euros

Rua General Norton de Matos, nr. 68, Porto

Fiscal number 502 293 225

COFINA, S.G.P.S., S.A. (OPEN CAPITAL COMPANY)

Directors' Report

CONSOLIDATED ACCOUNTS

INTRODUCTION 3
STOCK EXCHANGE EVOLUTION 4
GROUP'S ACTIVITY 7
FINANCIAL REVIEW 11
SECOND SEMESTER 2009 OUTLOOK 16
CORPORATE GOVERNANCE 16
LEGAL MATTERS 17
DECLARATION OF RESPONSIBILITY 19
CLOSING REMARKS 19

To the Shareholders

Pursuant to the legal requirements, the Board of Directors of Cofina, S.G.P.S., S.A. (Open capital company) hereby presents its Directors' Report for the first semester of 2009.

INTRODUCTION

In the first semester of 2009, the international economic crisis deepened. This context of slower demand led to a significant drop of the advertising revenue, when compared to previous periods.

The competition among the main market players intensified as a result of the adverse economic environment. However, Cofina Media, the subsidiary holder of Cofina's Group interests in the media sector, was able to maintain a good performance, mainly in the newspapers segment, which shown resistance to the advertising investment reduction. This performance was possible also due to the cost reduction strategy adopted by the Group.

STOCK EXCHANGE EVOLUTION

(Note: in order to enable a better comparison between the stock price variation and PSI 20, the index has been considered as being equal in value to the opening price of the shares in question.)

The first semester of 2009 was remarkably better than the previous periods, since the major Portuguese stock market index (PSI 20) partially recovered from losses presented in 2008.

Nevertheless, there are two distinct periods to be considered in the first semester of 2009: until the beginning of March, during which this index reached the lowest point on the 9th, and the period forward, which showed a consistent recovery. During four months, the Portuguese stock market presented a 22% recovery, as has happened in the rest of Europe and in USA.

As consequence of the stock market recovery, since the second quarter, Cofina's shares presented a positive evolution, closing the semester at 0.77 Euro per share. During the semester, around 16.6 million of Cofina's shares were traded, representing approximately 16% of the Company's share capital. Cofina's shares reached their maximum at 0.86 Euro per share and their minimum at 0.46 Euro per share.

The most significant events that, during the first semester 2009, affected the share price evolution were as follows:

  • 26 March 2009 announcement of the Group's performance for the year 2008, presenting a consolidated net loss of 73 million Euro. Operating income increased 7%, amounting to 144 million Euro. As of that date, Cofina's shares closed at 0.52 Euro per share.
  • 2 April 2009 announcement to the market of the increase of Paulo Jorge dos Santos Fernandes participation in Cofina S.G.P.S, S.A. to 6,790,746 shares. As of that date, Cofina's shares closed at 0.55 Euro per share.
  • 24 April and 4 May 2009 announcement to the market of the increase of Caderno Azul, S.G.P.S, S.A. participation in Cofina S.G.P.S, S.A. to 9,366,660 and 9,436,660 shares, respectively. As of those dates, Cofina's shares closed at 0.62 and 0.71 Euro per share.
  • 8 May 2009 announcement to the market of a new increase of Paulo Jorge dos Santos Fernandes participation in Cofina S.G.P.S, S.A. to 6,890,746 shares. As of that date, Cofina's shares closed at 0.80 Euro per share.
  • 11 and 18 May 2009 announcement to the market of the increase of Domingos Vieira de Matos participation in Cofina S.G.P.S, S.A. to 7,033,716 and 7,096,112 shares, respectively. As of those dates, Cofina's shares closed at 0.79 and 0.74 Euro per share.
  • 28 May 2009 announcement of the Group's performance for the first quarter of 2009, presenting a consolidated net profit of 5 million Euro, having operating cash flow (EBITDA) decreased 12% when compared with the homologous period. As of that date, Cofina's shares closed at 0.60 Euro per share.

  • 3 June 2009 announcement to the market of Ana Rebelo Mendonça Fernandes' notification about her election as member of the Board of Directors of Cofina S.G.P.S., S.A., being holder of 6,377,840 shares, representing 6.22% of share capital and voting rights. It was also announced that the companies Promendo, S.G.P.S., S.A. and Promendo – Promoções Empresariais, S.A., of which she is manager and shareholder, holding more than 50% of those companies' share capital, hold of 7,785,436 and 1,222,000 shares of, respectively. Therefore, being these shares attributable to Ana Rebelo Mendonça Fernandes, she holds 15,385,276 shares, representing 15% of share capital. As of that date, Cofina's shares closed at 0.81 Euro per share.

  • 8 and 16 June 2009 announcement to the market of the increase of Caderno Azul, S.G.P.S, S.A. participation in Cofina S.G.P.S, S.A. to 9,601,660 and 9,716,660 shares, corresponding to 9.361% and 9.474%, respectively, of share capital and voting rights. As of that dates, Cofina's shares closed at 0.79 and 0.80 Euro per share.

GROUP'S ACTIVITY

Cofina Group currently develops its operations mainly in the media segment.

The key company in this area is Cofina Media, S.G.P.S., S.A. which owns leading products in their respective segments such as the daily newspaper "Correio da Manhã", the daily sports newspaper "Record", the free newspapers "Destak" and "Meia Hora", the newsmagazine "Sábado" as well as other titles such as "Jornal de Negócios", "Máxima", "TV Guia", "Flash!", "Vogue", "GQ", "Rotas e Destinos", "PC Guia" and "Automotor".

Currently, the Cofina Media Group's structure is as follows:

As in previous periods, the first semester of 2009 was characterized by the pressure to traditional media, threatened by the access to on-line newspapers. However, this is not a vulnerable area for the Group: on one hand, Cofina has a consistent base of readers in its main newspapers; on the other hand, its presence in the areas that will potentially benefit from this change in the readers habits will allow the Group to easily replace the circulation revenues that could be lost by advertising income.

DIRECTORS' REPORT

The first semester of 2009 was also marked by an adverse international economic environment, with impacts on domestic demand and on the Portuguese economic recovery. Still, Cofina managed to maintain the leadership on its main media, particularly in the daily newspaper "Correio da Manhã" and gaining market share in other headings, namely in the weekly information magazine "Sábado".

As far as it concerns the advertising market, the Group managed to keep the leadership among the main media groups:

Advertising
investment in
2009
Share Advertising
investment in
2008
Share
Cofina Media 84,036,090 24% 103,440,146 24%
Controlinveste 66,538,738 19% 71,111,174 17%
Impresa 51,763,408 15% 70,765,311 17%
Impala 21,618,101 6% 29,420,016 7%

Source: Mediamonitor

(standard prices in Euro accumulated as of 30 June 2009)

During the first semester of 2009, despite the advertising investment breakdown of 19%, Cofina Media was able to maintain its market share of 24%, having the market decreased 18% when compared to the homologous period. However, this comparison is influenced by Euro 2008, a sports event which occurred in June 2008 and had a significant impact in advertising revenue of the second quarter of 2008.

In spite of this, the recovery trend in advertising present during the first semester must be highlighted.

As far as it concerns the circulation market, in the homologous period, the Group was the second editorial group with the largest market share. In 2009, the Group became the market leader. Despite the reduction in the average copies sales per edition, this decrease wasn't as significant as the one suffered by the other market players.

Paid circulation
Publisher Group 2009 Share 2008 Share
Cofina Media 27,054,831 28% 27,427,839 27%
Controlinveste 26,558,840 28% 28,410,856 27%
Impala 10,442,301 11% 11,294,827 13%
Impresa 9,440,987 10% 10,158,817 11%

Source: APCT

(Average number of copies sold by edition from January to April 2009)

The free distribution newspapers segment was one of the most affected by the reduction in advertising investment, resulting from the fact that it represents a pro-cyclical market niche. According to data from Marketest / "Bareme Imprensa" (from April to May 2009), the average number of readers reached 481 thousand.

Share
2009 2008 Δ 2009/2008 2009 2008
Correio da manhã 114,525 117,722 -2.7% 35.3% 34.7%
Jornal de Notícias 99,044 99,313 -0.3% 30.5% 29.3%
24 Horas 32,913 41,588 -20.9% 10.1% 12.2%
Público 37,530 35,831 4.7% 11.6% 10.6%
Diário de Notícias 40,374 45,063 -10.4% 12.4% 13.3%
Market 324,387 339,517 -4.5%
Source: APCT

(Average number of copies sold by edition from January to April 2009)

Daily general newspaper segment registered a decrease of 4.5% between January and April 2009. However, "Correio da Manhã" maintained, during this period, the leadership in paid circulation, presenting a decrease of solely 2.7% and increasing its market share to 35.3%.

According to APCT (from January to April 2009), "Correio da Manhã" is the market leader with average daily sales of 114 thousand newspapers. The daily sports newspaper "Record" sold, in average, approximately 67 thousand copies per day. Accordingly to data from Marktest / "Bareme Imprensa" (from April to June 2009), both newspapers are leaders in their segments, having increased their share when compared to competitors.

Weekly information magazine "Sábado" recorded weekly average sales of approximately 79.6 thousand copies; the TV and social life magazine "TV Guia" sold, in average, more than 76.6 thousand copies per week; and fashion magazine "Máxima" recorded average monthly circulation paid of 54.5 thousand copies.

Regarding the general magazine segment, there was a 0.9% decrease from January to April 2009. However, "Sábado"'s paid circulation increased 14% in 2009, being the only magazine from its segment to register an increase of its market share.

Share
2009 2008 Δ 2009/2008 2009 2008
Sábado 79,551 70,055 13.6% 41.4% 37.0%
Visão 103,000 109,224 -5.7% 53.7% 57.0%
Focus 9,406 11,008 -14.6% 4.9% 6.0%
Market 191,957 190,287 0.9%
Source: APCT

(Average number of copies sold by edition from January to April 2009)

FINANCIAL REVIEW

Main indicators for the 1st semester of 2009

The consolidated financial information of Cofina for the 1st semester of 2009, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), can be presented as follows:

30.06.2009 30.06.2008 Δ 2009 / 2008
Operating income 64,756 75,184 -13.9%
Operating profit (EBIT) 7,543 8,275 -8.8%
EBITDA 9,229 10,160 -9.2%
Net profit / (loss) (a) 5,468 (46,125) -
(amounts expressed in thousand Euro)

EBITDA = operating profit + amortisation and depreciation

(a) - Net profit / (loss) attributable to the parent company shareholders

Operating income registered a decrease of 13.9% when compared with the homologous period, strongly influenced by the reduction of advertising investment as a result of the economic crisis. Due to the cost reduction strategy adopted by the Group in the first semester of 2009, operating profit presented a breakdown of only 8.8%.

EBITDA decreased around 9% when compared with the first semester of 2008 and reached 9.2 million Euro as of 30 June 2009.

Cofina's Group nominal gross debt as of 30 June 2009 amounted to 201.5 million Euro, which corresponds to nominal net debt of 101.3 million Euro.

The accompanying consolidated financial statements as of 30 June 2009 present a negative consolidated equity. This is due solely to the Group's exposure to ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, SA ("Zon Multimedia") through the holding of 15,190,000 shares recorded at their market value.

It is the Board of Directors' belief that the price of Zon Multimédia at that date does not reflect the fair value of this share and the Board of Directors expects that, by the end of 2009, the consolidated equity will no longer be negative.

1H09 1H08 Δ 2009 / 2008
(amounts in thousand Euro)
Operating Income 64,756 75,184 -13.9%
Circulation 30,831 29,851 3.3%
Advertising 24,801 31,985 -22.5%
Alternative marketing products and others 9,124 13,348 -31.6%
Operating income by segments 64,756 75,184 -13.9%
Newspapers 48,092 52,872 -9.0%
Magazines 16,664 22,312 -25.3%
Operating expenses (a) 55,527 65,024 -14.6%
Consolidated EBITDA (b) 9,229 10,160 -9.2%
EBITDA margin 14.3% 13.5% + 0.7 p.p.
Newspapers EBITDA 9,594 9,475 1.3%
Newspapers EBITDA margin 19.9% 17.9% + 2.0 p.p.
Magazines EBITDA (365) 685 -153.3%
Magazines EBITDA margin -2.2% 3.1% - 5.3 p.p.
Amortisation and depreciation (-) 1,686 1,885 -10.6%
EBIT 7,543 8,275 -8.8%
EBIT margin 11.6% 11.0% + 0.6 p.p.
Net financial income / (loss) 516 (60,072) -
Current profits 8,059 (51,797) -115.6%
Current profits margin 12.4% (69%) -
Income before taxes and minority interests 8,059 (51,797) -
Income taxes (-)
y
( )
2,493 (5,697) -
Net consolidated profit / (loss) 5,468 (46,125) -

The main indicators of consolidated financial statements can be detailed as follows:

(a) Operating expenses excluding amortisation

(b) EBITDA =operating net profit + amortisation and depreciation

Operating income of the first semester presented a breakdown of 14%, amounting the advertising revenue decrease to 22.5% and the alternative marketing products revenue decrease to 31.6%.

Operating expenses reached 56 million Euro, which represents a decrease of 14.6% when compared to the homologous period. This reduction is due to the cost reduction strategy in order to adapt the cost structure to the context of crisis.

Operating cash flow (EBITDA) presented a reduction of 9.2%, amounting to 9.2 million Euro. EBITDA margin increased 0.7 percentage points from 13.5% in 2008 to 14.3% in 2009.

Operating profit (EBIT) amounted to 7.5 million Euro, which corresponds to a decrease of 9% when compared to the homologous period. EBIT margin increased 0.6 percentage points when compared to the first semester of 2008, amounting to 11.6%.

Net consolidated profit amounted to 5.5 million Euro, in comparison to the loss of 46.1 million Euro recorded in the first semester of 2008.

Main indicators for the 2nd quarter of 2009

Operating income for the second quarter of 2009 reached 34 million Euro, a decrease of 17% comparing with the homologous period of 2008 and an increase of 11% in comparison with the first quarter of 2009.

2Q 09 2Q 08 Δ 2Q09 / 2Q08 1Q 09 Δ 2Q09 / 1Q09
(amounts in thousand Euro)
Operating Income 34,062 41,229 -17.4% 30,694 11.0%
Circulation 15,604 15,045 3.7% 15,227 2.5%
Advertising 13,595 17,670 -23.1% 11,206 21.3%
Alternative marketing products and others 4,863 8,514 -42.9% 4,261 14.1%
Operating income by segments 34,062 41,229 -17.4% 30,694 11.0%
Newspapers 25,366 28,969 -12.4% 22,726 11.6%
Magazines 8,696 12,260 -29.1% 7,968 9.1%
Operating expenses (a) 29,159 35,982 -19.0% 26,368 10.6%
Consolidated EBITDA (b) 4,903 5,247 -6.6% 4,326 13.3%
EBITDA margin 14.4% 12.7% + 1,7 pp 14.1% + 0.3 pp
Newspapers EBITDA 5,093 4,758 7.0% 4,501 13.2%
Newspapers EBITDA margin 20.1% 16.4% + 3,7 pp 19.8% + 0,.3 pp
Magazines EBITDA (190) 489 -138.9% (175) 8.6%
Magazines EBITDA margin -2.2% 4.0% - 6,2 pp -2.2% 0.0 pp
Amortisation and depreciation (-) 841 938 -10.3% 845 -0.5%
EBIT 4,062 4,309 -5.7% 3,481 16.7%
EBIT margin 11.9% 10.5% + 1,5 pp 11.3% + 0.6 pp

(a) Operating expenses excluding amortisation

(b) EBITDA = operating net profit + amortisation and depreciation

Circulation revenues increased 3.7% comparing with the homologous period of 2008 and 2.5% comparing with the first quarter. Advertising revenue presented a decrease of 23% year on year and an increase of 21% quarter on quarter. The revenue related to alternative marketing products and others reached 4.9 million Euro, presenting a decrease of 43% year on year and 14% quarter on quarter.

Operating expenses during the second quarter of 2009 reached 29 million Euro, which corresponds to a decrease of 19% in comparison to the homologous period of the previous year.

EBITDA recorded in the second quarter of 2009 reached 4.9 million Euro, a decreased of 6.6% year on year. However, the cost reduction strategy is highlighted by EBITDA margin, which reached 14.4% in this period, an increase of 1.7 percent points in comparison to 12.7% recorded in the homologous period of 2008.

Newspapers segment

This segment includes the following publications: "Correio da Manhã", "Record","Jornal de Negócios", "Destak" and "Meia Hora".

1H09 1H08 Δ 2009 / 2008 Δ 2009 / 2008
(amounts in thousand Euro)
Operating income 48,092 52,872 (4,780) -9.0%
Circulation 22,070 21,313 757 3.6%
Advertising 19,199 23,915 (4,716) -19.7%
Alternative marketing products and others 6,823 7,644 (821) -10.7%
Operating expenses (a) 38,498 43,397 (4,899) -11.3%
EBITDA (b) 9,594 9,475 119 1.3%
EBITDA margin 19.9% 17.9% -2.5% + 2.0 p.p.

(a) Operating expenses excluding amortisation

(b) EBITDA =operating net profit + amortisation and depreciation

During the first semester of 2009, operating income of the newspapers segment reached 48.1 million Euro, a decrease of 9% compared with the first semester of 2008. Advertising income and alternative marketing products income reduced 20% and 10%, respectively. On the other hand, circulation revenue recorded a growth of 4% revealing a good performance this semester.

Operating expenses presented a reduction of 11.3%, reaching 38.5 million Euro as of 30 June 2009.

EBITDA amounted to 9.6 million Euro, increasing more than 1.3% in comparison with the first semester of 2008. EBITDA margin reached 19.9%, an increase of 2 percent points year on year.

In the second quarter, operating income amounted to 25.4 million Euro, a decrease of 12.4% year on year and an increase of 11.6% quarter on quarter.

2Q 09 2Q 08 Δ 2Q 09/2Q 08 1Q 09 Δ 2Q 09/1Q 09
(amounts in thousand Euro)
Operating income 25,367 28,969 -12.4% 22,726 11.6%
Circulation 11,234 10,757 4.4% 10,836 3.7%
Advertising 10,501 13,230 -20.6% 8,698 20.7%
Alternative marketing products and others 3,632 4,982 -27.1% 3,192 13.8%
Operating expenses (a) 20,274 24,211 -16.3% 18,224 11.2%
EBITDA (b) 5,093 4,758 7.0% 4,502 13.1%
EBITDA margin 20.1% 16.4% + 3.7 pp 19.8% + 0.3 pp

(a) Operating expenses excluding amortisation

(b) EBITDA =operating net profit + amortisation and depreciation

Circulation income overcame 11 million Euro, growing 4.4% when compared with the homologous period of 2008 and 3.7% comparing with the first quarter of 2009. On the other hand, advertising income reached 10.5 million Euro (-21% year on year and +21% quarter on quarter). Revenue from alternative marketing products and others amounted to 3.6 million Euro, presenting a decrease of 27% in comparison with the second quarter of 2008 and an increase of 13.8% in comparison with the first quarter of 2009.

In the second quarter of 2009, EBITDA of the newspapers segment amounted to 5.1 million Euro, presenting an increase of 7%, in comparison with 4.8 million Euro recorded in the first semester of 2008, and an increase of 13.1%, comparing to the first quarter of 2009. EBITDA margin overcame 20%.

Magazines segment

This segment includes the following publications: "Sábado", "Tv Guia", "Flash", "Máxima", "Vogue", "Máxima Interiores", "GQ", "Automotor", "Rotas&Destinos", "PC Guia" and "Semana Informática".

1H09 1H08 Δ 2009 / 2008 Δ 2009 / 2008
(amounts in thousand Euro)
Operating income 16,664 22,312 (5,648) -25.3%
Circulation 8,761 8,538 223 2.6%
Advertising 5,602 8,070 (2,468) -30.6%
Alternative marketing products and others 2,301 5,704 (3,403) -59.7%
Operating expenses (a) 17,029 21,627 (4,598) -21.3%
EBITDA (b) (365) 685 (1,050) -153.3%
EBITDA margin -2.2% 3.1% 18.6% - 5.3 p.p.

(a) Operating expenses excluding amortisation

(b) EBITDA =operating net profit + amortisation and depreciation

The magazines segment was significantly affected by the strong decrease occurred in advertising revenue, presenting a negative performance. Operating revenue amounted to 16.7 million Euro (a decrease of 25%), having advertising revenue reached 5.6 million Euro (a decrease of 31%) and revenue from alternative marketing products and others decreased about 60%, to 2.3 million Euro. Circulation revenue increased 2.6%, to approximately 8.8 million Euro.

Operating expenses amounted to 17 million Euro, which represents a decrease of 21.3% when compared to the homologous period of 2008.

In the first semester of 2009, EBITDA for this segment was negative of approximately 0.4 million Euro and EBITDA margin was negative of 2.2%.

SECOND SEMESTER 2009 OUTLOOK

Regarding the uncertainty and difficulties predicted to the second half of 2009 to national economy as well as to international economy, and the retraction of demand in advertising market, the Group will adopt a prudent management without forgetting the effort to keep the leadership of its headings and the opportunities to strengthen its results.

The Group is confident and foresees the maintenance of the positive performance presented. The Group remains confident about its ability to maintain and consolidate the leading position of its publications, as well as the strengthening of the newest publications.

CORPORATE GOVERNANCE

In compliance with the legal dispositions in force, the Company is exempt from presenting information related with Corporate Governance, once this information is only compulsory upon the presentation of the Annual Directors' Report.

However, regarding corporate governance, we would like to mention that the general shareholders' meeting held on 27 May 2009 elected the following two new members for the remaining of the 2008/2010 period:

  • Ana Rebelo Mendonça Fernandes
  • Pedro Miguel Matos Borges de Oliveira

Therefore, the Board of Directors is composed by:

  • Paulo Jorge dos Santos Fernandes President
  • João Manuel Matos Borges de Oliveira Member
  • Pedro Macedo Pinto de Mendonça Member
  • Domingos José Vieira de Matos Member
  • Ana Rebelo Mendonça Fernandes Member
  • Pedro Miguel Matos Borges de Oliveira Member

LEGAL MATTERS

Own shares

Pursuant to the requirements of article 66 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that as of 30 June 2009 Cofina had no own shares and did not acquire or sell own shares during the semester then ended.

Shares held by Cofina's corporate board members

Pursuant to the requirements of article 447 of the Commercial Companies Code the Directors inform that, as of 30 June 2009, the held shares were as follows:

Paulo Jorge dos Santos Fernandes 6,890,746
Ana Rebelo Mendonça Fernandes (b) 15,385,276
João Manuel Matos Borges de Oliveira (a) 9,716,660
Domingos José Vieira de Matos 7,096,112
Pedro Miguel Matos Borges de Oliveira 4,333,340
Pedro Macedo Pinto de Mendonça 854,500

(a) 9,716,660 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.

(b) Ana Rebelo Mendonça Fernandes holds, individually, 6,377,840 shares of Cofina S.G.P.S., S.A.; and it is also attributable to this Board member 7,785,436 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, as well as 1,222,000 shares of COFINA - SGPS, S.A. held by the company Promendo – Promoções Empresariais SA, of which she is manager and shareholder, holder of 68% of their capital. Thus, in legal terms, are considered attributable to Ana Rebelo Fernandes Mendonça, a total of 15,385,276 shares, representing 15% of the capital and voting rights of COFINA - SGPS, S.A..

As of 30 June 2009 the Statutory Auditor and the members of the Shareholders' Meeting and of the Statutory Audit Board held no shares of the Company.

Participation in the Company's share capital

Pursuant to the requirements of articles 16 and 20 of the Securities Code ("Código dos Valores Mobiliários") and article 448 of the Commercial Companies Code, the Directors inform that, in accordance with the notifications received by the Company, the companies and/or individuals that hold qualified participations exceeding 2%, 5%, 10%, 20%, 33% and 50% of the voting rights, are as follows:

Direct %
Held shares at of voting
Exceeding 2% of the voting rights 30.06.2009 rights
CAIXAGEST - Técnicas de Gestão de Fundos S.A. 4,930,003 4.81%
Pedro Miguel Matos Borges de Oliveira 4,333,340 4.22%
Banco BPI, S.A. (a) 3,200,000 3.12%

(a) 3,200,000 shares are held by the Pension Fund of Banco BPI. This participation is attributable to Banco BPI under Article 20 of the Securities Code.

Direct %
Held shares at of voting
Exceeding 5% of the voting rights 30.06.2009 rights
Caderno Azul, SGPS, S.A. (a) 9,716,660 9.47%
Promendo, SGPS, S.A. (b) 7,785,436 7.59%
Domingos José Vieira de Matos 7,096,112 6.92%
Paulo Jorge dos Santos Fernandes 6,890,746 6.72%
Ana Rebelo Mendonça Fernandes (c) 6,377,840 6.22%
UBS AG, Zurique 6,040,000 5.89%
Santander Asset Management – Sociedade Gestora de Fundos de 5,147,981 5.02%
Investimento Mobiliário, S.A.

(a) 9,716,660 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.

(b) 7,785,436 shares of COFINA – SGPS, S.A. held by PROMENDO – SGPS, S.A., are attributable to Ana Rebelo Mendonça Fernandes, manager and shareholder of Promendo and, holder of 59.6% of the capital.

(c) it is also, attributable to Ana Rebelo Fernandes Mendonça, in addition to the 7,785,436 shares of COFINA - SGPS, S.A. held by the company Promendo - SGPS, SA mentioned in (b) 1,222,000 shares of COFINA - SGPS, S.A. held by the company Promendo – Promoções Empresariais SA, of which she is manager and shareholder, holder of 68% of their capital. Thus, in legal terms, are considered attributable to Ana Rebelo Fernandes Mendonça, a total of 15,385,276 shares, representing 15% of the capital and voting rights of COFINA - SGPS, S.A..

Cofina was not informed of any participation exceeding 10% of the voting rights.

DECLARATION OF RESPONSIBILITY

The members of the Board of Directors of Cofina, S.G.P.S., S.A. declare to assume responsibility for the information hereby presented and assure that the items included herein are true and that, to the best of their knowledge, there are no omissions.

As required by article 8, nr. 3, of the Securities Code, the Board of Directors declares that the accounts that integrate this report were not object of a limited review.

As required by article 21 of Decree-Law 411/91 of 17 October, the Board of Directors informs that there are no overdue debts to the State, namely with respect to Social Security.

CLOSING REMARKS

The Board of Directors concludes by expressing a vote of gratitude to the personnel of Cofina Group for their dedication and effort, and also to the other Corporate Boards and to the Financial Institutions that co-operated with the Group.

Porto, 27 August 2009

The Board of Directors

Paulo Jorge dos Santos Fernandes – President

João Manuel Matos Borges de Oliveira - Member

Pedro Macedo Pinto de Mendonça - Member

Domingos José Vieira de Matos - Member

Ana Rebelo Mendonça Fernandes - Member

Pedro Miguel Matos Borges de Oliveira - Member

The signatories individually declare that, to their knowledge, the Management Report, the Individual Financial Statements prepared in accordance with generally accepted accounting principles in Portugal and the Consolidated Financial Statements prepared meeting the standards of the applicable International Financial Reporting Standards as adopted by the European Union, and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, and other accounting documents required by law or regulation, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Cofina, SGPS, S.A. ("Cofina") as of 30 June 2009 and that the Interim Management Report faithfully describes the business evolution, performance and position of Cofina and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face for the following six months.

Porto, 27 August 2009

Paulo Jorge dos Santos Fernandes – President

João Manuel Matos Borges de Oliveira – Member

Pedro Macedo Pinto de Mendonça – Member

Domingos José Vieira de Matos – Member

Ana Rebelo de Carvalho Menéres de Mendonça Mariz Fernandes – Member

Pedro Miguel Matos Borges de Oliveira – Member

CONSOLIDATED BALANCE SHEETS

FOR THE PERIODS ENDED 30 JUNE 2009, 31 DECEMBER 2008 AND 30 JUNE 2008

(Translation of financial statements originally issued in Portuguese - Note 20)

(Amounts expressed in Euro)

ASSETS Notes 30.06.2009 31.12.2008
NON CURRENT ASSETS
Tangible assets 10,386,586 11,543,485
Goodwill 6 90,566,766 89,053,723
Intangible assets 482,988 440,991
Investments in associated companies 4 4,795,449 6,380,838
Deferred tax assets 7 6,515,918 8,681,501
Outros activos não correntes - -
Total non current assets 112,747,707 116,100,538
CURRENT ASSETS
Inventories 1,945,277 1,938,730
Customers 10,370,024 11,572,793
State and other public entities 1,915,776 1,320,165
Other current debtors 2,028,297 812,488
Other current assets 7,334,768 7,691,199
Investments recorded at fair value through profit and loss 9 57,766,251 56,494,590
Cash and cash equivalents 42,475,519 47,786,722
Total current assets 123,835,912 127,616,687
TOTAL ASSETS 236,583,619 243,717,225
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
Share capital 17 25,641,459 25,641,459
Share premium account 15,874,835 15,874,835
Legal reserve 5,409,144 5,409,144
Other reserves (60,182,316) 13,089,460
Consolidated net profit/(loss) for the period attributable to the parent 5,468,404 (73,272,795)
Equity attributable to equity holder of the parent (7,788,474) (13,257,897)
Minority interests 940,752 767,021
TOTAL EQUITY (6,847,722) (12,490,876)
LIABILITIES
NON CURRENT LIABILITIES
Other loans 10 99,605,148 99,431,682
Pension liabilities 708,863 708,863
Other non current creditors 9 4,596,959 5,669,065
Provisions 11 993,421 1,014,909
Total non current liabilities 105,904,391 106,824,519
CURRENT LIABILITIES
Bank loans 1,539,951 12,454,291
Other loans - short term 10 99,358,054 99,326,751
Derivatives 12 - -
Suppliers 10,136,785 11,697,748
State and other public entities 4,171,055 3,094,990
Other current creditors 9 4,375,718 7,806,389
Other current liabilities 17,945,387 15,003,413
Total current liabilities 137,526,950 149,383,582
TOTAL LIABILITIES 243,431,341 256,208,101
TOTAL EQUITY AND LIABILITIES 236,583,619 243,717,225

The accompanying notes form an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURE FOR THE SIX MONTHS AND THREE MONTHS PERIODS ENDED 30 JUNE 2009 AND 2008 (Translation of financial statements originally issued in Portuguese - Note 20) (Amounts expressed in Euro)

Notes 30.06.2009 30.06.2008 nd
2
Quarter
2009
2nd
Quarter
2008
Operating income
Sales 30,744,300 29,707,015 15,610,516 14,901,464
Services rendered 25,612,139 32,258,660 14,006,230 17,943,869
Other operating income 8,399,933 13,218,103 4,445,907 8,384,222
Total operating income 18 64,756,372 75,183,778 34,062,653 41,229,555
Operating expenses
Cost of sales 9,499,254 10,784,681 4,861,808 5,337,208
External supplies and services 26,512,225 32,807,118 14,641,324 19,758,274
Payroll expenses 18,897,085 20,366,201 9,469,837 10,328,768
Amortisation and depreciation 1,686,484 1,884,604 841,571 938,045
Provisions and impairment losses 11 325,352 715,820 80,919 381,949
Other operating expenses 292,317 350,016 104,572 176,190
Total operating expenses 57,212,717 66,908,440 30,000,031 36,920,434
Operating profit 18 7,543,655 8,275,338 4,062,622 4,309,121
Gains and losses in derivatives 12 - 505,000 - 505,000
Gains and losses in associated companies 13 128,574 (656,367) 151,689 (656,367)
Gains and losses in other investments 13 3,708,664 (55,221,354) (851,696) (42,735,090)
Financial expenses 13 (4,005,081) (5,304,776) (1,563,108) (2,555,017)
Financial income 13 683,381 605,620 248,842 168,762
Profit before income tax 8,059,193 (51,796,539) 2,048,349 (40,963,591)
Income tax 7 (2,493,060) 5,696,644 (1,502,428) 6,138,597
Net consolidated profit / (loss) for the period 5,566,133 (46,099,895) 545,921 (34,824,994)
Attributable to:
Shareholders of the parent company 5,468,404 (46,124,613) 428,448 (34,916,006)
Minority interests 97,729 24,718 117,473 91,012
Earnings per share:
Basic 16 0.05 (0.45) 0.00 (0.34)
Diluted 16 0.04 (0.36) 0.00 (0.27)

The accompanying notes form na integral part of the consolidated financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS AND THREE MONTHS PERIODS ENDED 30 JUNE 2009 AND 2008(Translation of financial statements originally issued in Portuguese - Note 20)

(Amounts expressed in Euro)

No
tes
30
.06
.20
09
30
.06
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08
nd
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2
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20
09
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20
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fit
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(
los
)
for
th
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s
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5,
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(
)
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(
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:
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(
)
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)
34
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97
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res

The accompanying notes form na integral part of the consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2009 AND 2008

(Translation of financial statements originally issued in Portuguese - Note 20)

(Amounts expressed in Euro)

Att
ribu
tab
le t
ity
o e
qu
hol
der
f th
nt
s o
e p
are
Sha
re
Sh
miu
are
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m
Leg
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Oth
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Min
orit
y
Tot
al
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cap
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res
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(
los
s)
pro
Tot
al
inte
ts
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ity
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Bal
f 1
Jan
200
8
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e a
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y
25,
641
,45
9
15,
874
,83
5
5,4
09,
144
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10,
120
,78
7
63,
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6
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1
Ap
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of c
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and
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(
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983
)
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ide
nds
dis
trib
ute
d
- - - - (
3,5
89,
804
)
(
3,5
89,
804
)
(
58,
501
)
(
3,6
48,
305
)
Ch
e in
ang
res
erv
es:
Oth
han
er c
ges
- - - 1,0
84
- 1,0
84
(
)
901
183
Net
lida
ted
los
s fo
r th
ix m
hs
ont
co
nso
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30
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200
8
per
en
ne
- - - - (
46,
124
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(
46,
124
,61
3)
24,
718
(
46,
099
,89
5)
Bal
f 30
Ju
200
8
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ne
25,
641
,45
9
15,
874
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5
5,4
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144
13,
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,09
7
(
46,
124
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13,
890
,92
2
836
,04
2
14,
726
,96
4
Bal
f 1
Jan
200
9
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e a
s o
uar
y
25,
641
,45
9
15,
874
,83
5
5,4
09,
144
13,
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,46
0
(
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272
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5)
(
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7)
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1
(
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,87
6)
Ch
in c
olid
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r (
Not
)
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e 5
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es
ons
n p
- - - - - - 14
1,9
04
14
1,9
04
Ap
iati
of c
olid
d n
et l
for
20
08:
ate
pro
pr
on
ons
oss
Tra
nsf
er t
o le
l re
and
ret
ain
ed
nin
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ear
gs
- - - (
5)
73,
272
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73,
272
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5
- - -
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ide
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dis
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d
ute
- - - - - - (
)
64,
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(
)
64,
800
Ch
e in
ang
res
erv
es:
Oth
han
er c
ges
- - - 1,0
19
- 1,0
19
(
1,1
02)
(
83)
Net
lida
ted
fit f
he
six
nth
or t
co
nso
pro
mo
s
iod
ded
30
Ju
200
9
per
en
ne
- - - - 5,4
68,
404
5,4
68,
404
97,
729
5,5
66,
133
f 30
Bal
Ju
200
9
anc
e a
s o
ne
25,
641
,45
9
15,
874
,83
5
5,4
09,
144
(
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60,
182
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5,4
68,
404
(
)
7,7
88,
474
940
,75
2
(
)
6,8
47,
722

The accompanying notes form na integral part of the consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS AND THREE MONTHS PERIODS ENDED 30 JUNE 2009 AND 2008 (Translation of financial statements originally issued in Portuguese - Note 20) (Amounts expressed in Euro)

Notes 30.06.2009 30.06.2008 2nd quarter 2009 2nd quarter 2008
Operating activities
Cash flow from operating activities (1) 7,978,376 11,277,257 6,105,841 10,516,721
Investment activities
Collections relating to:
Investments 1 841,695 - 741,695 -
Tangible assets 70,794 - 70,794 -
Interest and similar income 331,112 720,238 - -
Dividends 2,437,002 3,680,603 7,601,642 8,321,880 2,437,002 3,249,491 7,601,642 7,601,642
Payments relating to:
Investments 1 (1,665,240) (53,126,009) (147,000) (741,680)
Tangible assets (447,993) (19,920) (447,993) -
Intangible assets (92,248) - (92,248) -
Loans granted - (2,205,481) - (53,145,929) - (687,241) - (741,680)
Cash flow from investment activities (2) 1,475,122 (44,824,049) 2,562,250 6,859,962
Financing activities
Collections relating to:
Loans obtained 1,483,390 1,483,390 - - - - 20,000,000 20,000,000
Payments relating to:
Interest and similar costs (2,887,850) (3,592,113) (387,992) (785,671)
Lease contracts (1,118,729) (757,153) -
Dividends - (3,589,804) - (3,589,804)
Loans obtained (773,533) (4,780,112) (20,000,000) (27,181,917) (773,533) (1,918,678) - (4,375,475)
Cash flow from financing activities (3) (3,296,722) (27,181,917) (1,918,678) 15,624,525
Cash and its equivalents at the beginning of the period 2 35,322,431 84,988,875 34,729,794 (8,741,042)
Variation in consolidation perimeter 198,056 - 198,056 -
Variation of cash and its equivalents: (1)+(2)+(3) 6,156,776 (60,728,709) 6,749,413 33,001,208
Cash and its equivalents at the end of the period 2 41,677,263 24,260,166 41,677,263 24,260,166

The accompanying notes form na integral part of the consolidated financial statements.

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

1. PAYMENTS/COLLECTIONS RELATING TO INVESTMENTS

During the six months period ended 30 June 2009, the payments / collections relating to investments were as follows:

Acquisitions Transaction
amount
Amount
paid/collected
Web Works – Desenvolvimento de Aplicações para Internet, S.A.
Transjornal – Edição de Publicações, S.A.
Mercados Globais – Publicação de Conteúdos, Lda.
1,660,740
48,000
72,000
1,593,240
48,000
24,000
-----------------
1,780,740
==========
-----------------
1,665,240
==========
Sales Transaction
amount
Amount
paid/collected
O Sol é Essencial, S.A. 1,583,390 841,695
-----------------
1,583,390
==========
-----------------
841,695
==========

2. BREAKDOWN OF CASH AND CASH EQUIVALENTS

Cash and its equivalents as of 30 June 2009 and 2008 and as of 31 December 2008, and the reconciliation between those amounts and the amounts shown in the balance sheets as of those dates, are as follows:

30.06.2009 31.12.2008 30.06.2008
Cash 105,145 81,596 154,783
Bank deposits repayable on demand 8,970,374 10,677,656 27,512,561
Bank deposits convertible within 3 months 33,400,000 37,027,470 11,350,000
Cash and cash equivalents in accordance with the
balance sheet
42,475,519 47,786,722 39,017,344
Bank overdrafts ( 798,256 ) ( 12,454,291 ) ( 14,757,178 )
41,677,263 35,322,431 24,260,166

COFINA, S.G.P.S., S.A. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

1. INTRODUCTION

Cofina, SGPS, S.A. ("Cofina" or "Company"), an open capital company, has its head-office located at Rua General Norton de Matos, 68, r/c in Porto and has its shares listed in the Lisbon Euronext Stock Exchange. Cofina is the parent company of a group of companies detailed in Note 4 commonly designated as Cofina Group, and its main activity is the management of investments mainly in the Media sector.

The Group owns headings of reference in the respective segments, editing titles like "Correio da Manhã", "Record", "Jornal de Negócios" and "Destak", as well as the magazines "Sábado", "Automotor", "TV Guia", "Flash!", "Rotas e Destinos", "Máxima" and "GQ", among others.

During the period ended 30 June 2009, the Group developed its activity mainly in Portugal, having also some interests in Brazil through the investment in Destak Brasil (Note 4).

The accompanying consolidated financial statements have been prepared under the going concern assumption, although the total equity as of 30 June 2009 is negative. This is due solely to the Group's exposure to ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, SA ("Zon Multimedia") through the holding of 15,190,000 shares recorded at their market value (Note 8).

It is the Board of Directors' belief that the price of Zon Multimédia as of that date does not reflect the fair value of this share and the Board of Directors expects that, by the end of 2009, the consolidated equity will no longer be negative.

Cofina´s consolidated financial statements are expressed in Euro (rounded to the nearest unit). This is the currency used by the Group in its operations and as so, considered the functional currency. The operations of the foreign group companies whose functional currency is not the Euro are translated to Euro using the exchange rates in force at the balance sheet date. Profit and loss and cash flows are converted to Euro using the average exchange rate for the period. The exchange rate differences originated are recorded in equity captions.

2. BASIS OF PRESENTATION AND MAIN ACCOUNTING POLICIES

The annual financial statements were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by European Union. The financial statements as of 30 June 2009 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 financial statements for the year ended 31 December 2008.

The changes introduced as of 1 January 2009 by the "International Accounting Standards Board" ("IASB") were as follows:

  • Amendments to IAS 1 "First-time Adoption of International Financial Reporting Standards";
  • Amendments to IAS 23 "Borrowing Costs";
  • IFRS 8 "Operating Segments";
  • Amendments to IFRS 2 "Share-based Payment"

and have not led to relevant changes to the consolidated financial statements.

3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF MISTAKES

During the period ended 30 June 2009, there were no changes in accounting policies and were identified no material mistakes related with previous periods.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

4. INVESTMENTS

Consolidation perimeter

The companies included in the consolidation by the full consolidation method, its headquarters and percentage participation held as of 30 June 2009, are as follows:

Designation Headquarters Percentage
participation
held
Activity
Parent company:
Cofina, SGPS, S.A. Porto Investment management
Amsterdam
Cofina B.V. (Netherlands) 100.00% Investment management
Efe Erre – Participações, SGPS, S.A. Ovar 100.00% Investment management
Cofina Media Group
Cofina Media, SGPS, S.A. Lisbon 100.00% Investment management
Presselivre – Imprensa Livre, S.A. Lisbon 99.39% Newspapers and magazine publication
Edisport – Sociedade de Publicações
Desportivas, S.A. Lisbon 100.00% Newspapers publication
Edirevistas – Sociedade Editorial, S.A. Lisbon 99.46% Magazine publication
Mediafin, SGPS, S.A. Lisbon 100.00% Investment management
Metronews – Publicações, S.A. Carnaxide 59.00% Newspapers publication
Grafedisport – Impressão e Artes Gráficas, S.A. Queluz 100.00% Newspapers print
Web Works – Desenvolvimento de Aplicações Production and creation of websites to the
para Internet, S.A. (a) Lisbon 51.00% development of online businesses

(a) – subsidiary acquired during the first half of 2009 (Note 5).

All the above companies were included in the consolidated financial statements in accordance with the full consolidation method.

The associated companies, its headquarters, the percentage participation held as of 30 June 2009 and the activity developed by each company are as follows:

Designation Headquarters Percentage participation held Activity
Direct Indirect
VASP – Sociedade de Transportes e Distribuições, Lda. Lisbon
São Paulo,
33.33% - Publication distribution
Destak Brasil – Empreendimentos e Participações, S.A. Brazil
São Paulo,
29.91% - Investment management
Destak Brasil – Editora de Publicações, S.A. Brazil - 29.91% Newspapers publication
Management services and
Mercados Globais – Publicação de Conteúdos, Lda. V. N. Gaia 50.00 % - promotion of a financial
forum on the internet
Transjornal – Edição de Publicações, S.A. Lisbon 20.00% - Newspapers publication

These associated companies were included in the consolidated financial statements in accordance with the equity method.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

Investments in associated companies

The acquisition cost of the associated companies, their book value, equity and net profit, as of 30 June 2009 are as follows:

Designation Acquisition
cost
Book
value
Equity Net
profit / (loss)
VASP – Sociedade de Transportes e Distribuições, Lda. (a) 6,234 3,036,096 9,108,221 54,453
Destak Brasil – Editora de Publicações, S.A. (a) (b) - - R\$ ( 15,867,125) R\$ ( 260,647 )
Destak Brasil – Empreendimentos e Participações, S.A. (a) 299,064 - R\$ 2,226,620 R\$ 174,408
Mercados Globais – Publicação de Conteúdos, Lda. 72,000 72,000 (d) (d)
Transjornal – Edição de Publicações, S.A. (c) 48,000 48,000 (d) (d)

(a) – non audited financial information.

(b) – investment held by the subsidiary Destak Brasil – Empreendimentos e Participações, S.A..

(c) – investment acquired during the period ended 30 June 2009.

(d) – financial information not available.

As of 30 June 2008 and 31 December 2008 the caption "Investments in associated companies" can be detailed as follows:

30.06.2009 31.12.2008
Financial investment
VASP – Sociedade de Transportes e Distribuições, Lda. - equity method 3,036,096 3,017,948
Destak Brasil – Empreendimentos e Participações, S.A. 299,064 299,064
O Sol é Essencial, S.A. - equity method - 670,889
O Sol é Essencial, S.A. - goodwill - 2,495,807
Mercados Globais - Publicação de Conteúdos, Lda. 72,000 72,000
Transjornal - Edição de Publicações, S.A. 48,000 -
Advances related to investments - 67,500
3,455,160 6,623,208
Accumulated impairment losses on investments in associates (Note 11) (299,064) (1,882,370)
Loans to associated companies
Gross amount 3,697,878 3,000,000
Accumulated impairment losses (Note 11) (2,058,525) (1,360,000)
4,795,449 6,380,838

As of 30 June 2009 and 2008 the Group has available for sale investments corresponding to minority investments. The Group has recorded impairment losses to face differences to the realisable amount, presenting this caption a null net book value as of those dates.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

5. CHANGES IN THE CONSOLIDATION PERIMETER

The facts generating changes in the consolidation perimeter of Cofina during the period ended 30 June 2009 are as follows:

I. During the first semester of 2009 the Group, through its subsidiary Cofina Media, SGPS, S.A., acquired an investment of 51% in of the share capital of Web Works – Desenvolvimento de Aplicações para Internet, S.A. (Note 4). The Group has control over its operations as well as holds more than 50% of the share capital of this company. Therefore, this company was included in the consolidated financial statements by the full consolidation method.

Assets and liabilities as of the date of the inclusion in the consolidation (1 January 2009) as well as the computation of goodwill generated, are as follows:

Web Works
Assets
Intangible assets 286
Tangible assets 58,486
Accounts receivable 198,645
Cash and cash equivalents 198,056
Other assets 17,586
Liabilities
Short term debts (173,682)
Other liabilities (9,776)
Net assets 289,601
Percentage acquired 51%
Acquired equity 147,697
Financial investments 1,660,740
Goodwill on the acquisition (Note 6) 1,513,043
Assets and liabilities attributable to minority interests 141,904
Net cash flows arising from the change in the consolidation perimeter
Payments (1,593,240)
Cash and cash equivalents acquired 198,056
(1,395,184)

The goodwill arising from this acquisition was computed based in the acquired company's financial statements as of 31 December 2008. In the purchase price allocation process, Cofina identified no relevant differences between the fair value of assets and liabilities acquired and its carrying amount. The difference between the acquisition cost and the carrying amount of assets and liabilities acquired was recorded as goodwill (Note 6).

Net profit and total income attributable to this subsidiary from the date of the first application of the full consolidation method and included in the consolidated financial statements amount to, approximately, 128,000 and 278,000 Euro, respectively.

II. As of 13 January 2009, the Group sold the investment held in the company "O Sol é Essencial, S.A.", owner of the weekly newspaper "Sol", by the amount of 1,583,390 Euro.

This operation had no impact in the consolidated statements of profit and loss for the period ended 30 June 2009 due to the fact that the investment was recorded in accordance with its net realizable value.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

During the year ended 31 December 2008, there were no facts generating changes in the consolidation perimeter of Cofina.

6. GOODWILL

During the six months periods ended 30 June 2009 and 2008, the movement in the caption "Goodwill" was as follows:

30.06.2009 30.06.2008
89,053,723
-
90,566,766 89,053,723
89,053,723
1,513,043

The movement occurred during the first half of 2009 refers to the acquisition of the subsidiary "Web Works – Desenvolvimento de Aplicações para Internet, S.A." (Note 5).

7. CURRENT AND DEFERRED INCOME TAXES

Deferred taxes

The movement occurred in deferred tax assets and liabilities in the six months periods ended 30 June 2009 and 2008 was as follows:

Deferred tax assets Deferred tax liabilities
30.06.2009 30.06.2008 30.06.2009 30.06.2008
Opening balance 8,681,501 8,573,499 - 250,176
Effects on the income statement:
Increase / (decrease) in tax losses carried forward (2,061,248) (2,322,023) - -
Increase / (decrease) in provisions and impairment losses (106,000) (321,273) - -
Assets impairment losses - 8,589,251 - (250,176)
Other effects 1,665 - - -
Closing balance 6,515,918 14,519,454 - -

The detail of the deferred tax assets as of 30 June 2009 and 31 December 2008, in accordance with the nature of timing differences that generated them, is as follows:

30.06.2009 Deferred tax assets
Temporary differences between the accounting value and the taxable value of assets
Provisions and impairment losses not accepted for tax purposes
Tax losses carried forward
1,829
1,698,098
4,815,991
6,515,918
31.12.2008 Deferred tax assets
Temporary differences between the accounting value and the taxable value of assets
Provisions and impairment losses not accepted for tax purposes
Tax losses carried forward
164
1,804,098
6,877,239
8,681,501

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

In accordance with the tax returns of the companies that record deferred tax assets related with tax losses carried forward, as of 30 June 2009 these may be detailed as follows:

Tax Deferred Expiry
losses tax assets date
Generated in 2007 18,338,085 4,584,521 2013
Generated in 2008 925,880 231,470 2014
19,263,965 4,815,991

Current taxes

Income taxes recorded in the income statements for the six months periods ended in 30 June 2009 and 2008 are detailed as follows:

30.06.2009 30.06.2008
Current taxes
Income tax for the period 359,872 41,444
Excess of prior years income tax (98,491) (158,871)
Insufficiency of prior periods income tax 66,096 116,562
Deferred taxes 2,165,583 (5,695,779)
2,493,060 (5,696,644)

8. INVESTMENTS RECORDED AT FAIR VALUE THROUGH PROFIT AND LOSS

The amount included in the caption "Investments recorded at fair value through profit and loss" as of 30 June de 2009 and 2008 relate to shares traded in stock markets and are recorded at their market value as of those dates (Note 13).

As of 30 June 2009, the book value can be detailed as follows:

Number of shares Share price Market value
Zon Multimédia
Other shares
15,190,000 3.793 57,615,670
150,581
------------------
57,766,251
==========

9. LEASE CONTRACTS

As of 30 June 2009 and 31 December 2008, the amounts payable to fixed asset suppliers related to financial lease contracts were classified in the captions "Other non-current creditors" and "Other current creditors" and had the following predicted reimbursement plan:

30.06.2009 31.12.2008
Year n+1 2,009,255 2,288,887
Year n+2 1,003,154 1,330,282
Year n+3 978,722 1,010,643
Year n+4 505,800 735,369
Year n + 5 and followings 100,028 303,883
4,596,959 5,669,065
Short term 2,291,284 2,241,156
6,888,243 7,910,221

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

10. BANK AND OTHER LOANS

The current liabilities caption "Bank loans" refers to bank overdrafts and discounted notes reimbursable in the short term which bear market interest rates.

As of 30 June 2009 and 31 December 2008, the caption "Other loans" was made up as follows:

30.06.2009
Book value Nominal value
Current Non-current Current Non-current
Bond loans 49,475,723 49,605,148 50,000,000 50,000,000
Commercial paper 49,882,331 50,000,000 50,000,000 50,000,000
99,358,054 99,605,148 100,000,000 100,000,000
31.12.2008
Book value Nominal value
Current Non-current Current Non-current
Bond loans 49,434,121 49,431,682 50,000,000 50,000,000
Commercial paper 49,892,630 50,000,000 50,000,000 50,000,000
99,326,751 99,431,682 100,000,000 100,000,000

As of 30 June 2009, the non-current liabilities caption "Bond loans" relates to one bond loan, whose nominal value amounts to 50,000,000 Euro, issued by Cofina BV, valued in accordance with the effective interest rate method and its carrying value amounts to 49,605,148 Euro.

The nominal value of bond loans (capital and interests) is repayable in accordance with the following plan:

Capital Interests
- 2,375,000
50,000,000 4,750,000
- 2,812,500
- 2,812,500
- 2,812,500
- 2,812,500
50,000,000 2,812,500
100,000,000 21,187,500

The non-current liabilities caption "Commercial paper" relates to commercial paper programs with guaranteed subscription by the banks, until 2011 and 2012.

The current liabilities caption "Commercial Paper" relates to commercial paper programs with repayment in short term, which bear market interest rates.

In addition to the amounts included in the balance sheet as of 30 June 2009 and 2008, Cofina SGPS, S.A. had issued a commercial paper program amounting to 50,000,000 Euro which is presented in the balance sheet net of a bank deposit in the same amount since these financial instruments fulfil the requirements for their compensation.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

11. MOVEMENT IN PROVISIONS AND IMPAIRMENT LOSSES

The movements occurred in provisions and impairment losses for the six months periods ended 30 June 2009 and 2008 may be detailed as follows:

30.06.2009
Provisions Impairment losses in
investments
Impairment losses in
inventories
Impairment losses in
accounts receivable
Opening balance 1,014,909 4,943,160 260,852 8,083,751
Increases - 698,556 - 325,352
Utilizations (21,488) (1,583,306) - (11,465)
Closing balance 993,421 4,058,410 260,852 8,397,638
30.06.2008
Provisions Impairment losses in
investments
Impairment losses in
inventories
Impairment losses in
accounts receivable
Opening balance 1,466,809 3,363,622 802,888 9,777,260
Increases 147,680 - - 697,756
Reversals (35,000) - - -
Utilizations (1,195,413) - (3,021) -
Closing balance 384,076 3,363,622 799,867 10,475,016

The increase of impairment losses in the first semester 2009 were recorded in the following captions of the profit and loss statement:

========
--------------
1,023,908
Provisions and impairment losses
Gains and losses in associated companies (Note 13)
325,352
698,556

The amount recorded in the caption "Provisions" as of 30 June 2009 relates to the Board of Directors' best estimate to cover possible losses arising from legal actions in progress.

12. DERIVATIVE FINANCIAL INSTRUMENTS

As of 30 June 2009 and 2008, this caption relates to call warrants, which entitle the bondholders the right to subscribe Cofina, SGPS, S.A. shares at a variable exchange price, initially fixed at 4.08 Euro (before the share split, occurred in 2006).

These warrants are recorded in accordance with their fair value, based in evaluations of financial institutions. The movement in these derivatives for the six months periods ended 30 June 2009 and 2008 can be presented as follows:

30.06.2009 30.06.2008
Opening balance - 950,000
Increases / (decreases) - (505,000)
Closing balance - 445,000

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

13. FINANCIAL INCOME AND EXPENSES

The financial income and expenses for the six months periods ended 30 June 2009 and 2008 are made up as follows:

30.06.2009 30.06.2008
Financial expenses
Interest paid 3,747,044 5,089,707
Bank commissions 214,655 208,469
Exchange losses - 337
Other financial expenses 43,382 6,263
4,005,081 5,304,776
Financial income
Interest received 683,214 605,620
Other financial income 167 -
683,381 605,620

The caption "Gains and losses in associated companies" as of 30 June 2009 and 2008 can be detailed as follows:

30.06.2009 30.06.2008
Gains / (losses) related to associated companies - equity method 18,151 (656,367)
Interest related to loans granted to associates 808,979 -
Impaiment losses on investments in associates (Note 11) (698,556) -
128,574 (656,367)

The caption "Gains and losses in other investments" as of 30 June 2009 and 2008 can be detailed as follows:

30.06.2009 30.06.2008
Gains in investiments recorded at fair value through profit and loss (Introduction and Note 8)
Dividends
1,271,662
2,437,002
(62,822,996)
7,601,642
3,708,664 (55,221,354)

The caption "Dividends" refers mainly to dividends received from ZON Multimédia – Serviços de Telecomunicações e Multimédia, SGPS, S.A..

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 of 30 June 2009.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

14. RELATED PARTIES

The main balances with related parties as of 30 June 2009 and the main transactions with related entities during the period then ended may be detailed as follows:

Transactions Sales and services
rendered
Suplementary income Goods and services
acquisitions
Associated companies 28,250,932 7,472,426 237,422
28,250,932 7,472,426 237,422
Balances Accounts receivable Accounts payable Sales pending invoice
Associated companies 115,359 426,440 6,173,672
115,359 426,440 6,173,672

Sales and services rendered to associated companies during the period ended 30 June 2009 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.

Related parties

Apart from companies included in the consolidation (Note 4), the parties considered to be related companies as of 30 June 2009, can be presented as follows:

  • − Celulose do Caima, SGPS, S.A.
  • − Caima Indústria de Celulose, S.A.
  • − Silvicaima Sociedade Silvícola do Caima, S.A.
  • − Caima Energia Empresa de Gestão e Exploração de Energia, S.A.
  • − Invescaima Investimentos e Participações, SGPS, S.A.
  • − Inflora Sociedade de Investimentos Florestais, S.A.
  • − Socasca Recolha e Comércio de Recicláveis, S.A.
  • − Celtejo Empresa de Celulose do Tejo, S.A.
  • − CPK Companhia Produtora de Papel Kraftsack, S.A.
  • − Ródão Power, S.A. Energia e Biomassa do Ródão, S.A.
  • − EDP Produção Bioeléctrica, S.A.
  • − Altri Energias Renováveis, SGPS, S.A.
  • − Sosapel Sociedade Comercial de Sacos de Papel, Lda.
  • − Celbi Celulose da Beira Industrial, S.A.
  • − Celbinave Tráfego e Estiva SGPS, Unipessoal, Lda.
  • − Viveiros do Furadouro Unipessoal, Lda.
  • − Altri, Participaciones Y Trading, S.L.
  • − Altri Sales, S.A.
  • − CPK II Comércio e Indústria, S.A.
  • − Pedro Frutícola, Sociedade Frutícola, Lda.
  • − Captaraíz Unipessoal, Lda.
  • − F. Ramada Investimentos, SGPS, S.A.
  • − F. Ramada Aços e Indústrias, S.A.
  • − F. Ramada Produção e Comercialização de Estruturas Metálicas de Armazenagem, S.A.
  • − F. Ramada II, Imobiliária, S.A.
  • − F. Ramada, Serviços de Gestão, Lda.
  • − BPS Equipements, S.A.
  • − Storax Racking Systems, Ltd.
  • − Storax Benelux

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

Board of Directors

Cofina SGPS, S.A. Board of Directors was composed as follows as of 30 June 2009:

Paulo Jorge dos Santos Fernandes João Manuel Matos Borges de Oliveira Pedro Macedo Pinto de Mendonça Domingos José Vieira de Matos Ana Rebelo Mendonça Fernandes Pedro Miguel Matos Borges de Oliveira

15. RESPONSIBILTIES FOR GUARANTEES PROVIDED

As of 30 June 2009, Cofina had provided guarantees as follows:

  • a) Pledge over 88,883,450 shares of Cofina Media, SGPS, S.A. as a guarantee for authorized overdraft conceded by Banco BPI, S.A., which, as of 30 June 2009, was not in use;
  • b) Pledge with irrevocable power of attorney over 88,883,450 shares of Cofina Media, SGPS, S.A. as a guarantee for commercial paper programs structured by Banco BPI, S.A., amounting to 30,000,000 Euro as of 30 June 2009;
  • c) Pledge with irrevocable power of attorney over 15,190,000 shares of ZON MULTIMÉDIA Serviços de Telecomunicações e Multimédia, S.G.P.S, S.A as a guarantee for commercial paper programs structured by Caixa - Banco de Investimento and Caixa Geral de Depósitos, amounting to 50,000,000 Euro as of 30 June 2009.

As of 30 June 2009 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to, approximately, 1,369,000 Euro in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 26,000,000 Euro.

16. EARNINGS PER SHARE

Earnings per share for the semesters ended 30 June 2009 and 2008 were determined taking into consideration the following amounts:

30.06.2009 30.06.2008
Net profit / (loss) considered for the computation of basic and
diluted earning
5,468,404 ( 46,124,613)
Weighted average number of shares used to compute the basic
earnings per share
102,565,836 102,565,836
Warrants dilution effect (a) 24,509,800 24,509,800
Weighted average number of shares used to compute the diluted
earnings per share
127,075,636 127,075,636
Earnings per share:
Basic
Diluted
0.05
0.04
(0.45)
(0.36)

(a) – The "Warrants dilution effect" refers to the option granted to the bondholders associated to the bond loan issued by the Group in the amount of 50,000,000 Euro that entitles them the right to convert the bonds in 4,901.96 common shares, for each bond held in the amount of 5,000 Euro

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009

(Translation of notes originally issued in Portuguese – Note 20)

(Amounts expressed in Euro)

17. SHARE CAPITAL

As of 30 June 2009, 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.

18. SEGMENT INFORMATION

In accordance with the origin and nature of the income generated by the Group, the following reporting segments have been identified:

  • Newspapers
  • Magazines

Since the Group only operates in the domestic market, geographic segments are not presented.

The information for the six months periods ended 30 June 2009 and 2008 is detailed as follows:

30.06.2009 Newspapers Magazines Eliminations and
consolidation
adjustments
Total
Net operating income 48,092,492 16,663,880 - 64,756,372
EBITDA (a) 9,594,494 (364,355) - 9,230,139
Operating profit (EBIT) 8,065,336 (521,681) - 7,543,655
Eliminations and
consolidation
Newspapers Magazines adjustments Total
52,871,676 22,312,102 - 75,183,778
10,159,942
7,444,575 830,763 - 8,275,338
9,474,627 685,315 -

(a) - Operating profit + amortisation and depreciation

19. FINANCIAL STATEMENTS APPROVAL

The interim financial statements as of 30 June 2009 were approved by the Board of Directors for issuance in 26 August 2009.

20. EXPLANATION ADDED FOR TRANSLATION

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.

BALANCE SHEETS FOR THE PERIODS ENDED 30 JUNE 2009 AND 31 DECEMBER 2008

(Translation of financial statements originally issued in Portuguese)

(Amounts expressed in Euro)

30.06.2009 31.12.2008
Book Amortisation Net book Net book
Assets value and adjustments value value
Fixed Assets:
Intangible fixed assets:
Formation expenses 461,818 461,818 - -
Research and development expenses 110,600 108,012 2,588 -
Industrial property and other rights 21,291 21,291 - -
Intangible fixed assets in progress - - - 3,106
593,709 591,121 2,588 3,106
Tangible fixed assets:
Transport equipment 2,039 765 1,274 1,529
Furniture and office equipment 185,645 174,243 11,401 17,345
Other tangible assets 99,468 97,761 1,707 3,246
287,152 272,769 14,383 22,120
Financial investments:
Investments in group companies 269,075,760 47,075,500 222,000,260 222,000,260
Investments in associated companies 146,900 146,900 - -
Investments in other companies 607,500 607,500 - -
Securities and other investments 7,819,178 7,819,178 - -
277,649,338 55,649,078 222,000,260 222,000,260
Current assets:
Accounts receivable - short term:
Group companies 520,384 - 520,384 3,287,623
State and other public entities 1,537,935 - 1,537,935 1,109,356
Other debtors 101,143 - 101,143 98,801
2,159,461 - 2,159,461 4,495,780
Negotiable securities:
Other negociable securities 116,555,086 58,843,736 57,711,350 56,439,689
Bank deposits and cash:
Bank deposits 27,163,313 27,163,313 33,990,552
Cash 4,087 4,087 2,600
27,167,400 27,167,400 33,993,152
Accruals and deferrals:
Accrued income 84,221 84,221 267,394
Deferred costs 655,454 655,454 675,704
739,675 739,675 943,098
Total amortisation 863,890
Total adjustments 114,492,814
Total assets 425,151,821 115,356,703 309,795,118 317,897,205

BALANCE SHEETS FOR THE PERIODS ENDED 30 JUNE 2009 AND 31 DECEMBER 2008

(Translation of financial statements originally issued in Portuguese)

(Amounts expressed in Euro)

Equity and liabilities 30.06.2009 31.12.2008
Equity
Share capital 25,641,459 25,641,459
Share premium account 15,874,835 15,874,835
Reserves:
Legal reserve 5,409,144 5,409,144
Other reserves 86,973,994 86,973,994
Retained earnings (60,303,443) -
Net profit / (loss) for the period (634,347) (60,303,443)
72,961,642 73,595,989
Liabilities:
Accounts payable - medium / long term:
Other loans obtained 100,000,000 100,000,000
100,000,000 100,000,000
Accounts payable - short term:
Bank loans - 6,025,000
Bond loans 50,000,000 50,000,000
Other loans 50,000,000 50,000,000
Suppliers 2,765 1,847
Group companies 33,209,280 35,790,666
State and other public entities 194,636 175,395
Other creditors 953,868 364,473
134,360,548 142,357,381
Accruals and deferrals:
Accrued costs 2,472,928 1,943,835
Total equity and liabilities 309,795,118 317,897,205

STATEMENTS OF PROFIT AND LOSS BY NATURE

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2009 AND 2008

(Translation of financial statements originally issued in Portuguese)

(Amounts expressed in Euro)

Costs and losses 30.06.2009 30.06.2008
External supplies and services 167,619 520,677
Payroll expenses 121,092 144,490
Amortisation and depreciation 9,132 9,078
Taxes 21,124 16,239
Other operating expenses 247 246
(A) 319,214 690,730
Amortisations and adjustments from financial investments and other applications - 42,669,059
Interest and similar costs 4,511,305 4,697,896
(C) 4,830,519 48,057,685
Extraordinary expenses 40,799 54,825
(E) 4,871,318 48,112,510
Income tax 23,711 (5,257,577)
(G) 4,895,029 42,854,933
Net loss for the period (634,347) (37,756,524)
4,260,682 5,098,409
Gains and income 30.06.2009 30.06.2008
Amortisation and adjustment reversals - -
Other operating income - -
(B) - -
Dividends 2,437,003 4,633,391
Interest and similar income 1,823,669 461,845
(D) 4,260,672 5,095,236
Extraordinary income 10 3,173
(F) 4,260,682 5,098,409
Resumo:
Operating net loss: (B) - (A) (319,214) (690,730)
Financial net loss: (D-B) - (C-A) (250,633) (42,271,719)
Current net loss: (D) - (C) (569,847) (42,962,449)
Net loss before tax: (F) - (E) (610,636) (43,014,101)
Net loss for the period: (F) - (G) (634,347) (37,756,524)

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