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Cofina SGPS

Quarterly Report Nov 26, 2009

9978_10-q_2009-11-26_52c04c75-c548-40d5-9256-44864c7615ec.pdf

Quarterly Report

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COFINA, SGPS, S.A. Open Capital Company

Head Office: Rua do General Norton de Matos, 68, r/c – Porto Fiscal Number 502 293 225 Share Capital: 25,641,459 Euro

3rd quarter '09 FINANCIAL INFORMATION

Main indicators for the 3rd quarter of 2009

The consolidated financial information of Cofina for the 3rd quarter 2009, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), can be presented as follows:

(amounts in thousand Euro) 3Q 2009 2Q 2009 1Q 2009 3Q 2008 Var (%)
3ºT 09/3ºT 08
Operating income 33,061 34,062 30,694 35,344 -6.5%
Circulation 17,207 15,604 15,227 16,647 3.4%
Advertising 12,384 13,595 11,206 13,963 -11.3%
Alternative marketing products and others 3,470 4,863 4,261 4,734 -26.7%
Operating income by segments 33,061 34,062 30,694 35,344 -6.5%
Newspapers 24,198 25,366 22,726 25,572 -5.4%
Magazines 8,863 8,696 7,968 9,772 -9.3%
Operating expenses (a) 27,543 29,159 26,368 30,353 -9.3%
Consolidated EBITDA (b) 5,518 4,903 4,326 4,991 10.6%
EBITDA margin 16.7% 14.4% 14.1% 14.1% + 2.6 p.p.
Newspapers EBITDA 5,494 5,093 4,501 4,250 29.3%
Newspapers EBITDA margin 22.7% 20.1% 19.8% 16.6% + 6.1 p.p.
Magazines EBITDA 24 -190 -175 741 -96.8%
Magazines EBITDA margin 0.3% -2.2% -2.2% 7.6% - 7.3 p.p.
Amortisation and depreciation (-) 846 841 845 955 -11.4%
EBIT 4,672 4,062 3,481 4,036 15.8%
EBIT margin 14.1% 11.9% 11.3% 11.4% +2.7 pp
Net financial income 11,759 (2,014) 2,530 (3,212) -
Income before taxes and minority interests 16,431 2,048 6,011 824 -
Income taxes 2,371 1,502 991 4,418 -46.3%
Minority interests 23 118 (20) (31) -
Net consolidated profit / loss (c) 14,037 428 5,040 -3,563 -

(a) Operating expenses excluding amortisation

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

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

Operating income for the third quarter reached 33.1 million Euro, a decrease of 7% comparing with the homologous period. Advertising revenues presented a 11% decrease to, approximately, 12.4 million Euro and revenues related to alternative marketing products and others reached 3.5 million Euro (-27%). Circulation revenues increased more than 3% reaching 17.2 million Euro.

EBITDA grew above 10%

Consolidated EBITDA in the third quarter reached 5.5 million Euro which represents an increase of 10.6% when compared with the third quarter of 2008. EBITDA margin reached 16.7%, presenting a growth of 2.6 percentage points towards EBITDA margin in the equivalent period of 2008.

EBITDA and EBITDA margin evolution in 2009 (quarterly evolution)

Besides the year-on-year EBITDA and EBITDA margin increases these indicators reached, in the 3rd quarter of 2009, the highest quarterly figures for the year. EBITDA and EBITDA margin increased 12.5% and 2.3 percentage points comparing to the 2nd quarter of 2009, respectively.

Cofina is still implementing its strategy, established in previous quarters, of adapting the cost structure to the economic environment, and continued to implement efficiency driven policies. In the third quarter of 2009 operating expenses decreased 10% comparing to the equivalent period of 2008 and 6% quarter-on-quarter 2009.

Earnings before interest and taxes (EBIT) amounted to 4.7 million Euro, a 16% increase comparing to the homologous period of 2008. EBIT margin, accompanying the EBITDA margin trend, presented a year-on-year increase of 2.7 percentage points, reaching 14.1%.

Net consolidated profit of the third quarter amounted to, approximately, 14 million Euro which compares with -3.6 million Euro in the homologous period of 2008.

Main indicators for the first 9 months of 2009

On an accumulated basis, operating income amounted to 98 million Euro by the end of the first 9 months of the current year (-12%), and operating expenses dropped, approximately, 13%. In this context, EBITDA for the period amounted to 14.7 million Euro, a 2.7% year-on-year decrease.

(amounts in thousand Euro) 9M 2009 9M 2008 ∆ 2009 / 2008
Operating income 97,817 110,528 -11.5%
Circulation 48,038 46,498 3.3%
Advertising 37,185 45,948 -19.1%
Alternative marketing products and others 12,594 18,082 -30.4%
Operating income by segments 97,817 110,528 -11.5%
Newspapers 72,290 78,444 -7.8%
Magazines 25,527 32,084 -20.4%
Operating expenses (a) 83,070 95,377 -12.9%
Consolidated EBITDA (b) 14,747 15,151 -2.7%
EBITDA margin 15.1% 13.7% + 1.4 p.p.
Newspapers EBITDA 15,088 13,725 9.9%
Newspapers EBITDA margin 20.9% 17.5% + 3.4 p.p.
Magazines EBITDA -341 1,426 -123.9%
Magazines EBITDA margin -1.3% 4.4% - 5.8 p.p.
Amortisation and depreciation (-) 2,532 2,840 -10.8%
EBIT 12,215 12,311 -0.8%
EBIT margin 12.5% 11.1% +1.3 p.p.
Net financial income 12,275 (63,284) -
Income before taxes and minority interests 24,490 -50,973 -
Income taxes 4,864 (1,279) -480.3%
Minority interests 121 (6) -
Net consolidated profit / loss (c) 19,505 -49,688 -

(a) Operating expenses excluding amortisation

(b) EBITDA = earnings before interest, taxes, amortisation and depreciation

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

Consolidated net profit reached 20 million Euro compared to -50 million Euro in the homologous period of 2008. Investments measured at fair value through profit and loss, namely the shares held by the Group in ZON Multimédia, are recorded at their market value, based in its share price as of September 30th 2009. The total impact of this valuation (including 2.4 million Euro of dividends received) amounting to, approximately, 16.5 million Euro, has been recorded entirely under the caption "Gains and losses in other investments" of the consolidated income statement.

As of September 30th 2009, Cofina's nominal net debt amounted to, approximately, 85.8 million Euro. It should be highlighted that, as of June 30 2009, nominal net debt amounted to 101.3 million Euro.

Newspapers: EBITDA increased 29% on 3Q 2009 with EBITDA margin above 22%

3Q 2009 2Q 2009 1Q2009 3Q2008 ∆ (%)
(amounts in thousand Euro) 3Q 09/3Q 08
Consolidated operating income 24,198 25,367 22,725 25,572 -5.4%
Circulation 12,508 11,234 10,836 11,993 4.3%
Advertising 9,624 10,501 8,698 10,504 -8.4%
Alternative marketing products and others 2,066 3,632 3,191 3,075 -32.8%
Operating expenses (a) 18,704 20,274 18,224 21,322 -12.3%
Consolidated EBITDA (b) 5,494 5,093 4,501 4,250 29.3%
EBITDA margin 22.7% 20.1% 19.8% 16.6% +6,1 p,p,

(a) Operating expenses excluding amortisation

(b) EBITDA = earnings before interest, taxes, amortisation and depreciation

During the third quarter of 2009, consolidated income of the newspapers segment reached, approximately, 24.2 million Euro, a 5% year-on-year decrease. Advertising income amounted to, approximately, to 9.6 million Euro (-8.4%). Revenues related to alternative marketing products and others reached, approximately, 2.1 million Euro presenting a decrease of 33%.

Circulation revenue had an increase of, approximately, 4.3%, reaching 12.5 million Euro which represents the highest quarterly amount in 2009.

EBITDA reached 5.5 million Euro, an increase of more than 29% when comparing to the 3rd quarter of 2008. EBITDA margin reached 22.7%, an increase of 6.1 percentage points year-on-year.

Newspapers: Main indicators for the first 9 months of 2009

9M 2009 9M 2008 ∆ 2009 / 2008
(amounts in thousand Euro)
Consolidated operating income 72,290 78,444 -7.8%
Circulation 34,578 33,306 3.8%
Advertising 28,823 34,419 -16.3%
Alternative marketing products and others 8,889 10,719 -17.1%
Operating expenses (a) 57,202 64,719 -11.6%
Consolidated EBITDA (b) 15,088 13,725 9.9%
EBITDA margin 20.9% 17.5% +3.4 p.p.

(a) Operating expenses excluding amortisation

(b) EBITDA = earnings before interest, taxes, amortisation and depreciation

Regarding the first 9 months of 2009, total revenues amounted to 72.3 million Euro, a decrease of 7.8%. Advertising revenues reached 28.8 million Euro (-16.3%), alternative marketing revenues reached 8.9 million Euro (-17.1%) and circulation revenues reached 34.6 million Euro, increasing 3.8%.

EBITDA amounted to, approximately, 15.1 million Euro, a 10% increase comparing with the homologous period of 2008. EBITDA margin increased 3.4 percentage points to 20.9%.

Newspapers: "Correio da Manhã" reinforces market segment leadership with more than 117 thousand newspapers sold per day

According to the last data provided by APCT (regarding the period between January to August 2009), "Correio da Manhã" is the most sold daily newspaper in Portugal, selling on average more than 117 thousand copies. According to the data provided by that entity, "Correio da Manhã" has a market share of 36% (within the segment of paid daily newspapers), while in 2008 this quota was 34.9%. In 2009 "Correio da Manhã" reinforced its leadership even with the entrance of a new player in the market ("I" Newspaper).

Daily sports newspaper "Record" sold a daily average of 71 thousand copies and it is the leader in its segment.

Magazines: positive EBITDA on the 3rd quarter of 2009

3Q 2009 2Q 2009 1Q 2009 3Q 2008 ∆ (%)
(amounts in thousand Euro)
Consolidated operating income 8,863 8,695 7,969 9,772 -9.3%
Circulation 4,699 4,370 4,391 4,654 1.0%
Advertising 2,760 3,094 2,508 3,459 -20.2%
Alternative marketing products and others 1,404 1,231 1,070 1,659 -15.4%
Operating expenses (a) 8,839 8,885 8,144 9,031 -2.1%
Consolidated EBITDA (b) 24 -190 -175 741 -
EBITDA margin 0.3% -2.2% -2.2% 7.6% - 7,3 p.p.

(a) Operating expenses excluding amortisation

(b) EBITDA = earnings before interest, taxes, amortisation and depreciation

Magazines segment recorded a slight recovery throughout 2009, reaching EBITDA positive in the third quarter.

Operating revenues reached 8.9 million Euro (-9%), detailed as follows: advertising revenues reached, approximately, 2.8 million Euro (-20%), alternative marketing revenues reached 1.4 million Euro (a decrease of 15%) and circulation revenues increased 1% to, approximately, 4.7 million Euro.

In terms of accumulated figures for 2009, weekly information magazine "Sábado" recorded average weekly sales of, approximately, 78.5 thousand copies; the TV and social life magazine "TV Guia" sold, in average, more than 80.2 thousand copies per week; the society magazine "Flash" sold, on average, 52.2 thousand copies per week.

Porto, November 26th 2009

CONSOLIDATED BALANCE SHEETS

FOR THE PERIODS ENDED 30 SEPTEMBER 2009, 31 DECEMBER 2008 AND 30 SEPTEMBER 2008 (Translation of financial statements originally issued in Portuguese - Note 18)

(Amounts expressed in Euro)

ASSETS Notes 30.09.2009 31.12.2008 30.09.2008
NON CURRENT ASSETS
Tangible assets 9,811,400 11,543,485 11,902,897
Goodwill 6 90,574,183 89,053,723 89,053,723
Intangible assets 453,923 440,991 297,593
Investments in associated companies 4 5,363,412 6,380,838 8,020,622
Deferred tax assets 5,156,056 8,681,501 13,479,046
Other non current assets - - 60,000
Total non current assets 111,358,974 116,100,538 122,813,881
CURRENT ASSETS
Inventories 2,115,186 1,938,730 2,615,395
Customers 9,689,296 11,572,793 12,014,164
State and other public entities 1,928,520 1,320,165 4,892,176
Other current debtors 1,684,779 812,488 1,157,832
Other current assets 7,335,515 7,691,199 7,103,754
Investments recorded at fair value through profit and loss 7 70,571,670 56,494,590 78,874,669
Cash and cash equivalents 42,839,852 47,786,722 46,054,348
Total current assets 136,164,818 127,616,687 152,712,338
TOTAL ASSETS 247,523,792 243,717,225 275,526,219
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
Share capital 15 25,641,459 25,641,459 25,641,459
Share premium account 15,874,835 15,874,835 15,874,835
Legal reserve 5,409,144 5,409,144 5,409,144
Other reserves (60,182,316) 13,089,460 13,090,097
Consolidated net profit/(loss) for the period attributable to the parent 19,504,718 (73,272,795) (49,687,765)
Equity attributable to equity holder of the parent 6,247,840 (13,257,897) 10,327,770
Minority interests 964,170 767,021 805,030
TOTAL EQUITY 7,212,010 (12,490,876) 11,132,800
LIABILITIES
NON CURRENT LIABILITIES
Other loans 9 49,971,748 99,431,682 98,756,486
Pension liabilities 708,863 708,863 4,396,845
Other non current creditors 8 4,019,727 5,669,065 6,729,870
Provisions 948,911 1,014,909 254,460
Total non current liabilities 55,649,249 106,824,519 110,137,661
CURRENT LIABILITIES
Bank loans 9 5,174,188 12,454,291 18,201,523
Other loans - short term 9 143,190,187 99,326,751 97,864,374
Derivatives 10 - - 445,000
Suppliers 8,041,062 11,697,748 9,026,187
State and other public entities 5,112,607 3,094,990 9,113,046
Other current creditors 8 4,124,808 7,806,389 3,495,088
Other current liabilities
Total current liabilities
19,019,681 15,003,413 16,110,540
184,662,533 149,383,582 154,255,758
TOTAL LIABILITIES 240,311,782 256,208,101 264,393,419
TOTAL EQUITY AND LIABILITIES 247,523,792 243,717,225 275,526,219

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

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURE FOR THE NINE MONTHS AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2009 AND 2008 (Translation of financial statements originally issued in Portuguese - Note 18) (Amounts expressed in Euro)

3rd Quarter 3rd Quarter
Notes 30.09.2009 30.09.2008 2009 2008
Sales 47,888,062 46,288,440 17,143,762 16,581,425
Services rendered 38,453,472 46,438,993 12,841,333 14,180,333
Other income 11,475,710 17,800,300 3,075,778 4,582,198
Cost of sales (14,517,338) (16,022,401) (5,018,084) (5,237,720)
External supplies and services (39,206,603) (47,582,181) (12,694,378) (14,775,063)
Payroll expenses (28,331,882) (30,324,418) (9,434,796) (9,958,216)
Amortisation and depreciation (2,531,082) (2,840,198) (844,598) (955,594)
Provisions and impairment losses (600,188) (1,021,734) (274,836) (305,914)
Other expenses (414,625) (425,785) (122,307) (75,768)
Gains and losses in derivatives 10 - 505,000 - -
Gains and losses in associated companies 11 187,500 203,044 58,926 859,411
Gains and losses in other investments 11 16,508,014 (56,462,642) 12,799,350 (1,241,288)
Financial expenses 11 (5,348,607) (8,548,576) (1,343,527) (3,243,800)
Financial income 11 927,931 1,019,073 244,550 413,452
Profit before income tax 24,490,364 (50,973,085) 16,431,173 823,456
Income tax (4,864,498) 1,279,026 (2,371,439) (4,417,618)
Net consolidated profit / (loss) for the period 19,625,866 (49,694,059) 14,059,734 (3,594,162)
Attributable to:
Shareholders of the parent company 19,504,718 (49,687,765) 14,036,315 (3,563,150)
Minority interests 121,148 (6,294) 23,419 (31,012)
Earnings per share:
Basic 14 0.19 (0.48) 0.14 (0.03)
Diluted 14 0.15 (0.39) 0.11 (0.03)

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

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

(Translation of financial statements originally issued in Portuguese - Note 18)

(Amounts expressed in Euro)

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE MONTHS AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2009 AND 2008 (Translation of financial statements originally issued in Portuguese - Note 18) (Amounts expressed in Euro)

30.09.2009 30.09.2008 3rd Quarter
2009
3rd Quarter
2008
Profit / (loss) for the period 19,625,866 (49,694,059) 14,059,734 (3,594,164)
Exchange differences arising on translation of foreign operations - - - -
Available-for-sale financial assets - - - -
Cash-flows hedges - - - -
Total comprehensive income for the period 19,625,866 (49,694,059) 14,059,734 (3,594,164)
Attributable to:
Shareholders of the parent company 19,504,718 (49,687,765) 14,036,315 (3,563,152)
Minority interests 121,148 (6,294) 23,419 (31,012)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2009 AND 2008(Translation of financial statements originally issued in Portuguese - Note 18)

(Amounts expressed in Euro)

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

NOTES TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

1. PAYMENTS/COLLECTIONS RELATING TO INVESTMENTS

During the nine months period ended 30 September 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.
Advances related with the acquisition of financial investments
1,668,157
70,217
72,000
501,065
1,600,657
70,217
40,000
501,065
-----------------
2,311,439
==========
-----------------
2,211,939
==========
Sales Transaction
amount
Amount
paid/collected
O Sol é Essencial, S.A. 1,583,390 1,583,390
-----------------
1,583,390
-----------------
1,583,390
========== ==========

2. BREAKDOWN OF CASH AND CASH EQUIVALENTS

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

30.09.2009 31.12.2008 30.09.2008
Cash 90,581 81,596 101,484
Bank deposits repayable on demand 18,319,271 10,677,656 18,122,364
Bank deposits convertible within 3 months 24,430,000 37,027,470 27,830,500
Cash and cash equivalents in accordance with the balance sheet 42,839,852 47,786,722 46,054,348
Bank overdrafts ( 5,174,188 ) ( 12,454,291 ) ( 18,201,523 )
37,665,664 35,322,431 27,852,825

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(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 nine months period ended 30 September 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 September 2009 is less than half of the share capital. 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 7).

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 improve.

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 September 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 September 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 NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(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 September 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 September 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 NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

Investments in associated companies

The acquisition cost of the associated companies and their book value as of 30 September 2009 are as follows:

Designation Acquisition cost Book
value
VASP – Sociedade de Transportes e Distribuições, Lda. 6,234 3,080,264
Destak Brasil – Editora de Publicações, S.A. (a) - -
Destak Brasil – Empreendimentos e Participações, S.A. 299,064 -
Mercados Globais – Publicação de Conteúdos, Lda. 72,000 72,000
Transjornal – Edição de Publicações, S.A. (b) 70,217 70,217

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

(b) – investment acquired during the period ended 30 September 2009.

As of 30 September 2009 and 31 December 2008 the caption "Investments in associated companies" can be detailed as follows:

30.09.2009 31.12.2008
Financial Investments
VASP – Sociedade de Transportes e Distribuições, Lda. – equity method 3,080,264 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. 70,217 -
Advances related to the acquisition of financial investments 501,065 67,500
4,022,610 6,623,208
Accumulated impairment on investments in associates (299,064) (1,882,370)
Loans to associated companies
Gross value 3,698,391 3,000,000
Accumulated impairment losses (2,058,525) (1,360,000)
5,363,412 6,380,838

As of 30 September 2009 and as of 31 December 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.

5. CHANGES IN CONSOLIDATION PERIMETER

The facts generating changes in the consolidation perimeter of Cofina during the period ended 30 September 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% 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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

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 1,668,157
Goodwill on the acquisition (Note 6) 1,520,460
Assets and liabilities attributable to minority interests 141,904
Net cash flows arising from the change in the consolidation perimeter
Payments (1,600,657)
Cash and cash equivalents acquired 198,056

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).

(1,402,601)

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, 266,000 and 422,000 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 September 2009 due to the fact that the investment was recorded in accordance with its net realizable value.

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

6. GOODWILL

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

30.09.2009 30.09.2008
Opening balance as of 1 January 89,053,723 89,053,723
Increases (Note 5) 1,520,460 -
Closing balance 90,574,183 89,053,723

The movement occurred during the nine months period ended 30 September 2009 refers to the acquisition of the subsidiary "Web Works – Desenvolvimento de Aplicações para Internet, S.A." (Note 5).

7. 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 September 2009 and 2008 relates to shares traded in stock markets which are recorded at their market value as of those dates (Note 11).

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

Number of shares Share price Market Value
Zon Multimédia
Other shares
15,190,000 4.634 70,390,460
181,210
------------------
70,571,670
==========

8. LEASE CONTRACTS

As of 30 Sptember 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:

30.09.2009 31.12.2008
Year n+1 1,695,520 2,288,887
Year n+2 990,842 1,330,282
Year n+3 852,484 1,010,643
Year n+4 480,881 735,369
Year n+5 and followings - 303,883
4,019,727 5,669,065
Short term 2.290.304 2,241,156
6,310,031 7,910,221

9. BANK AND OTHER LOANS

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

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

30.09.2009
Book value Nominal value
Current Non-current Current Non-current
Bond loans 93,190,187 - 94,000,000 -
Commercial paper 50,000,000 49,971,748 50,000,000 50,000,000
143,190,187 49,971,748 144,000,000 50,000,000
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

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 September 2009 and 31 December 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.

10. DERIVATIVE FINANCIAL INSTRUMENTS

As of 30 September 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 nine months periods ended 30 September 2009 and 2008 can be presented as follows:

30.09.2009 30.09.2008
Opening balance - 950,000
Increases / (decreases) - (505,000)
Closing balance - 445,000

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

11. FINANCIAL INCOME AND EXPENSES

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

30.09.2009 30.09.2008
Financial expenses
Interest paid 4,905,927 8,123,803
Bank commissions 254,793 -
Other financial expenses 187,887 424,773
5,348,607 8,548,576
Financial income
Interest received 927,931 1,019,073
927,931 1,019,073

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

30.09.2009 30.09.2008
Gains / (losses) related to associated companies - equity method 62,381 203,044
Interest related to loans granted to associated companies 809,346 -
Impairment losses on investments in associated companies (684,227) -
187,500 203,044

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

30.09.2009 30.09.2008
Gains in investments recorded at fair value through profit and loss (Introduction and Note 7) 14,069,581 (64,063,047)
Dividends 2,438,433 7,600,405
16,508,014 (56,462,642)

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 September 2009.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

12. RELATED PARTIES

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

Transactions Sales and services
rendered
Other income Goods and
services
acquisitions
Associated companies 44,121,624 11,253,870 354,167
44,121,624 11,253,870 354,167
Balances Accounts receivable Accounts payable Sales pending
invoice
Associated companies 113,773 79,326 6,016,456
113,773 79,326 6,016,456

Sales and services rendered to associated companies and other income during the period ended 30 September 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 September 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 NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

Board of Directors

Cofina SGPS, S.A. Board of Directors was composed as follows as of 30 September 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

13. RESPONSIBILTIES FOR GUARANTEES PROVIDED

As of 30 September 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 granted by Banco BPI, S.A., which, as of 30 September 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 September 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 September 2009.

As of 30 September 2009 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to, approximately, 1,320,000 Euro in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 26,000,000 Euro.

14. EARNINGS PER SHARE

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

30.09.2009 30.09.2008
Net profit / (loss) considered for the computation of basic and
diluted earning
19,504,718 (49,687,765)
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
0.19
0.15
(0.48)
(0.39)

(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 NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2009

(Translation of notes originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

15. SHARE CAPITAL

As of 30 September 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.

16. 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 operates mainly in the domestic market, geographic segments are not presented.

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

Eliminations and
Newspapers Magazines adjustments Total
72,290,172 25,527,072 - 97,817,244
15,087,791 (341,183) 14,746,608
12,839,911 (624,385) - 12,215,526
Eliminations and
Newspapers Magazines adjustments Total
110,527,733
15,151,214
11,111,546 1,199,470 - 12,311,016
78,443,923
13,725,065
32,083,810
1,426,149
consolidation
-
consolidation
-
-

(a) - Earnings before interests, taxes, depreciation and amortization

17. FINANCIAL STATEMENTS APPROVAL

The interim financial statements as of 30 September 2009 were approved by the Board of Directors for issuance in November 25, 2009.

18. 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 SEPTEMBER 2009 AND 31 DECEMBER 2008

(Translation of financial statements originally issued in Portuguese)

(Amounts expressed in Euro)

30.09.2009 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 110,600 108,270 2,330 -
Industrial property and other rights 21,291 21,291 - -
Intangible fixed assets in progress - - - 3,106
593,709 591,379 2,330 3,106
Tangible fixed assets:
Transport equipment 2,039 892 1,147 1,529
Furniture and office equipment 187,293 177,440 9,853 17,345
Other tangible assets 99,468 98,542 926 3,246
288,800 276,874 11,926 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 445,000 - 445,000 3,287,623
State and other public entities 1,570,592 - 1,570,592 1,109,356
Other debtors 101,235 - 101,235 98,801
2,116,827 - 2,116,827 4,495,780
Negotiable securities:
Other negotiable securities 116,555,086 46,045,816 70,509,270 56,439,689
Bank deposits and cash:
Bank deposits 24,853,159 24,853,159 33,990,552
Cash 4,201 4,201 2,600
24,857,360 24,857,360 33,993,152
Accruals and deferrals:
Accrued income 92,797 92,797 267,394
Deferred costs 540,045 540,045 675,704
632,842 632,842 943,098
Total amortisation 868,253
Total adjustments 101,694,894
Total assets 422,693,962 102,563,147 320,130,815 317,897,205

LANCE SHEETS FOR THE PERIODS ENDED 30 SEPTEMBER 2009 AND 31 DECEMBER 2

(Translation of financial statements originally issued in Portuguese)

(Amounts expressed in Euro)

Equity and liabilities 30.09.2009 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 10,519,033 (60,303,443)
84,115,022 73,595,989
Liabilities:
Accounts payable - medium / long term:
Other loans 50,000,000 100,000,000
50,000,000 100,000,000
Accounts payable - short term:
Bank loans - 6,025,000
Bond loans 50,000,000 50,000,000
Other loans - short term 100,000,000 50,000,000
Suppliers 1,645 1,847
Group companies 33,467,797 35,790,666
State and other public entities 877,747 175,395
Other creditors 1,289,257 364,473
185,636,446 142,357,381
Accruals and deferrals:
Accrued expenses 379,347 1,943,835
Total equity and liabilities 320,130,815 317,897,205

STATEMENTS OF PROFIT AND LOSS BY NATURE

FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2009 AND 2008

(Translation of financial statements originally issued in Portuguese)

(Amounts expressed in Euro)

Costs and losses 30.09.2009 30.09.2008
External supplies and services 269,932 781,227
Payroll expenses 193,026 187,547
Amortisation and depreciation 13,496 14,445
Taxes
Other operating expenses
27,916
370
23,261
370
(A) 504,740 1,006,850
Amortisations and adjustments from financial investments and other applications - 42,669,059
Interest and similar costs 6,167,118 8,342,533
(C) 6,671,858 52,018,442
Extraordinary expenses 40,999 56,165
(E) 6,712,857 52,074,607
Income tax - -
(G) 6,712,857 52,074,607
Net loss for the period 10,519,033 (46,696,968)
17,231,890 5,377,639
Gains and income 30.09.2009 30.09.2008
Other operating income - -
(B) - -
Dividends 2,438,433 4,632,154
Interest and similar income 14,793,447 736,920
(D) 17,231,880 5,369,074
Extraordinary income 10 8,565
(F) 17,231,890 5,377,639
Resume:
Operating net loss: (B) - (A) (504,740) (1,006,850)
Financial net loss: (D-B) - (C-A) 11,064,762 (45,642,518)
Current net loss: (D) - (C) 10,560,022 (46,649,368)
Net loss before tax: (F) - (E) 10,519,033 (46,696,968)
Net loss for the period: (F) - (G) 10,519,033 (46,696,968)

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