Quarterly Report • Aug 31, 2009
Quarterly Report
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Share Capital: 25,641,459 Euros
Rua General Norton de Matos, nr. 68, Porto
Fiscal number 502 293 225
| 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 |
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.
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.
(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:
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.
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.
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)
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.
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.
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%.
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%.
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.
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:
Therefore, the Board of Directors is composed by:
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.
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.
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.
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.
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
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
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.
| 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.
(Amounts expressed in Euro)
| No tes |
30 .06 .20 09 |
30 .06 .20 08 |
nd Qu 2 art er 20 09 |
nd Qu 2 art er 20 08 |
|
|---|---|---|---|---|---|
| Pro fit / ( los ) for th eri od s e p |
5, 56 6, 133 |
( ) 46 09 9, 89 5 , |
54 5, 92 1 |
( 4) 34 82 4, 99 , |
|
| iffe f fo Ex ch e d risi tra lat ion rei tio an g ren ce s a ng on ns o g n o p era ns |
- | - | - | - | |
| -fo fin Av aila ble ale cia l as set r-s an s |
- | - | - | - | |
| Ca sh -flo he dg ws es |
- | - | - | - | |
| To tal reh siv e i fo r th eri od co mp en nco me e p |
5, 56 6, 133 |
( ) 46 09 9, 89 5 , |
54 5, 92 1 |
( 4) 34 82 4, 99 , |
|
| Att rib ble uta to : |
5, 46 8, 40 4 |
( ) 46 124 61 3 , , |
42 8, 44 8 |
( ) 34 91 6, 00 6 , |
|
| Sh ho lde f th nt are rs o e p are co mp an y |
97 72 9 , |
24 71 8 , |
11 7, 47 3 |
91 01 2 , |
|
| Min ori ty inte ts res |
The accompanying notes form na integral part of the consolidated financial statements.
(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 pre m |
Leg al |
Oth er |
Ne t |
Min orit y |
Tot al |
||
| ital cap |
t acc oun |
res erv e |
res erv es |
fit / ( los s) pro |
Tot al |
inte ts res |
ity equ |
|
| Bal f 1 Jan 200 8 anc e a s o uar y |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
6,5 58, 030 |
10, 120 ,78 7 |
63, 604 ,25 5 |
870 ,72 6 |
64, 474 ,98 1 |
| Ap iati of c olid d n et l for 20 08: ate pro pr on ons oss |
||||||||
| Tra nsf o le l re and ain ed nin er t ret ga ser ve ear gs |
- | - | - | 6,5 30, 983 |
( 6,5 30, 983 ) |
- | - | - |
| Div 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 e s |
||||||||
| iod ded 30 Ju 200 8 per en ne |
- | - | - | - | ( 46, 124 ,61 3) |
( 46, 124 ,61 3) |
24, 718 |
( 46, 099 ,89 5) |
| Bal f 30 Ju 200 8 anc e a s o ne |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
13, 090 ,09 7 |
( 46, 124 ,61 3) |
13, 890 ,92 2 |
836 ,04 2 |
14, 726 ,96 4 |
| Bal f 1 Jan 200 9 anc e a s o uar y |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
13, 089 ,46 0 |
( 73, 272 ,79 5) |
( 13, 257 ,89 7) |
767 ,02 1 |
( 12, 490 ,87 6) |
| Ch in c olid atio erim r ( Not ) ete e 5 ang 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 ga ser ve ear gs |
- | - | - | ( 5) 73, 272 ,79 |
73, 272 ,79 5 |
- | - | - |
| Div ide nds dis trib d ute |
- | - | - | - | - | - | ( ) 64, 800 |
( ) 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 |
( 6) 60, 182 ,31 |
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.
| 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)
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 ========== |
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 |
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(Amounts expressed in Euro)
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.
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:
and have not led to relevant changes to the consolidated financial statements.
During the period ended 30 June 2009, there were no changes in accounting policies and were identified no material mistakes related with previous periods.
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(Amounts expressed in Euro)
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.
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(Amounts expressed in Euro)
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.
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(Amounts expressed in Euro)
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.
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.
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).
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 |
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(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 |
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) | |
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 ========== |
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)
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.
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(Amounts expressed in Euro)
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.
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)
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.
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(Amounts expressed in Euro)
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.
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:
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(Amounts expressed in Euro)
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
As of 30 June 2009, Cofina had provided guarantees as follows:
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.
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
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2009
(Amounts expressed in Euro)
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.
In accordance with the origin and nature of the income generated by the Group, the following reporting segments have been identified:
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
The interim financial statements as of 30 June 2009 were approved by the Board of Directors for issuance in 26 August 2009.
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.
(Translation of financial statements originally issued in Portuguese)
| 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 |
(Translation of financial statements originally issued in Portuguese)
| 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 |
| 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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