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Cofina SGPS

Quarterly Report May 31, 2010

9978_10-q_2010-05-31_21e0440d-f243-48c6-9043-688598d07301.pdf

Quarterly Report

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COFINA, SGPS, S.A. Open Capital Company

Headquarters: Rua do General Norton de Matos, 68, r/c – Porto Fiscal number: 502 293 225 Share Capital: 25,641,459 Euros

FINANCIAL INFORMATION 1Q 2010

Main operating indicators for the 1st quarter of 2010

Cofina's consolidated financial information for the first quarter of 2010, prepared in accordance with recognition and measurement principles of International Financial Reporting Standards, may be presented as follows:

(amounts in thousand Euro) 1Q 10 1Q 09 Var (%)
Consolidated operating income 32.155 30.694 4,8%
Circulation 15.656 15.227 2,8%
Advertising 12.046 11.206 7,5%
Alternative marketing products and others 4.453 4.261 4,5%
Operating income by segments 32.155 30.694 4,8%
Newspapers 24.081 22.726 6,0%
Magazines 8.074 7.968 1,3%
Operating expenses (a) 27.510 26.367 4,3%
Consolidated EBITDA (b) 4.645 4.327 7,3%
EBITDA margin 14,4% 14,1% + 0.3 p.p.
Newspapers 4.788 4.502 6,4%
Newspapers EBITDA margin 19,9% 19,8% + 0.1 p.p.
Magazines -143 -175 -18,3%
Magazines EBITDA margin -1,8% -2,2% + 0.4 p.p.
Amortisation and depreciation (-) 959 845 13,5%
EBIT 3.686 3.481 5,9%
EBIT margin 11,5% 11,3% + 0.2 pp
Financial profit / (loss) (9.322) 2.530 -
Income before taxes and minority interests -5.636 6.012 -
Income taxes 1.132 991 14,2%
Minority interests (63) (20) 215,0%
Net consolidated profit / (loss) (c) -6.705 5.041 -

(a) Operating expenses excluding amortisations

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

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

Consolidated operating income for the first quarter of 2010 reached, approximately, 32.2 million Euro, a 5% increase in comparison to the homologous period of 2009. Circulation revenues increased 3% to 15.7 million Euro, advertising revenue presented an 8% increase to approximately 12 million Euro and revenue related to alternative marketing products and others reached 4.5 million Euro, presenting an increase of 5%. The first quarter of 2010 includes the newspaper "Metro" in the consolidation perimeter.

The consolidated operating cash flow (EBITDA) recorded in the first quarter of 2010 reached 4.6 million Euro, an increase of 7.3% when compared to the first quarter of 2009. EBITDA margin reached 14.4% in this period.

Consolidated net loss of the first quarter of 2010 reached -6.7 million Euro was affected by the recording at fair value of investments measured at fair value through profit and loss. 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 31 March 2010.

The total impact of this valuation amounting to, approximately, -8.2 million Euro, has been recorded entirely under the caption "Gains and losses in other investments" of the consolidated income statement.

As of 31 March 2010, Cofina's nominal net debt amounted to, approximately, 89.7 million Euro.

1Q 10 1Q 09 Var (%)
(amounts in thousand Euro)
Consolidated operating income 24.081 22.726 6,0%
Circulation 11.612 10.836 7,2%
Advertising 9.426 8.698 8,4%
Alternative marketing products and others 3.043 3.192 -4,7%
Operating expenses (a) 19.293 18.224 5,9%
Consolidated EBITDA (b) 4.788 4.502 6,4%
EBITDA margin 19,9% 19,8% + 0.1 p.p.

Newspapers: advertising increases mores than 8%

(a) Operating expenses excluding amortisations

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

During the first quarter of 2010, total revenue of the newspapers' segment reached 24.1 million Euro, which represents an increase of 6% in comparison with the first quarter of 2009.

Circulation revenue recorded a 7% increase reaching 11.6 million Euro; revenue from alternative marketing products and others amounted to 3 million Euro, presenting a decrease of 5%; advertising revenue amounted to 9.4 million Euro (8.4%).

This segment's EBITDA amounted to 4.8 million Euro, presenting an increase of 6.4%, when compared with the homologous period. EBITDA margin reached 19.9%.

According to the last data provided by APCT (regarding the period between January and February 2010), "Correio da Manhã" reinforced its leadership selling an average of more than 125 thousand copies. According to the data provided by that entity, "Correio da Manhã" has a market share of 40% (within the segment of paid daily newspapers), while in the homologous period of 2009 this quota was 34%.

During the same period daily sports newspaper "Record" sold a daily average of 68.2 thousand copies and it is the leader in its segment. Daily economics newspaper "Jornal de Negócios" sold a daily average of 10 thousand copies.

In the first quarter of 2010 the free distribution newspaper "Metro" is included in the consolidated financial statements, as it was acquired during the fourth quarter of 2009.

Magazines segment: advertising increases 4.5%

1Q 10 1Q 09 Var (%)
(amounts in thousand Euro)
Consolidated operating income 8.074 7.968 1,3%
Circulation 4.044 4.391 -7,9%
Advertising 2.620 2.508 4,5%
Alternative marketing products and others 1.410 1.069 31,9%
Operating expenses (a) 8.217 8.143 0,9%
Consolidated EBITDA (b) -143 -175 -18,3%
EBITDA margin -1,8% -2,2% + 0.4 p.p.

(a) Operating expenses excluding amortisations

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

The magazines segment continues to be significantly affected by economics environment, namely the private consumption contraction. Advertising revenue reached 2.6 million Euro (4.5%) and revenue from alternative marketing products and others increased more than 32%, to 1.4 million Euro. Circulation revenue decreased 7.9%, to approximately 4 million Euro in comparison with 4.4 million Euro in 2009.

In this segment, a strong seasonal component is present. Usually the first quarter is negatively affected by a lower level of sales in January and February. On the other hand the fourth quarter usually presents a positive seasonal performance.

In the first quarter of 2010, EBITDA of the magazines' segment was negative of approximately 0.1 million Euro.

According to the last data provided by APCT (regarding the period between January and February 2010), the weekly newsmagazine "Sábado" recorded weekly average sales of approximately 71.8 thousand copies; the TV and social life magazine "TV Guia" sold, on average, more than 75.5 thousand copies per week; and society magazine "Flash" recorded an average weekly paid circulation of 39.7 thousand copies. Regarding the monthly magazines, the fashion magazine "Máxima" recorded an average monthly paid circulation of 51.9 thousand copies.

Porto, 6 May 2010

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF 31 MARCH 2010 AND 31 DECEMBER 2009

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

ASSETS Notes 31.03.2010 31.12.2009
NON CURRENT ASSETS:
Tangible assets 9,286,155 9,927,157
Goodwill 5 91,996,994 91,996,994
Intangible assets 502,709 527,038
Investments in associated companies 4 4,742,852 4,733,946
Investments available for sale 4 - -
Deferred tax assets 2,894,510 3,723,053
Total non current assets 109,423,220 110,908,188
CURRENT ASSETS:
Inventories 1,460,077 3,129,658
Customers 10,974,317 11,384,331
State and other public entities 1,278,078 522,914
Other current debtors 826,759 713,565
Other current assets 7,849,599 8,617,438
Investments measured at fair value through profit and loss 7 57,668,738 65,901,718
Cash and cash equivalents 54,201,270 46,315,859
Total current assets 134,258,838 136,585,483
TOTAL ASSETS 243,682,058 247,493,671
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS:
Share capital 15 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 (43,772,871) (60,362,753)
Consolidated net profit / (loss) attributable to equity holder of the parent (6,705,106) 17,091,529
Equity attributable to equity holder of the parent (3,552,539) 3,654,214
Minority interests 547,166 591,835
TOTAL EQUITY (3,005,373) 4,246,049
LIABILITIES:
NON CURRENT LIABILITIES:
Other loans 9 49,873,636 49,720,203
Pension liabilities 691,357 691,357
Other non current creditors 8 2,910,791 3,469,794
Provisions 1,075,567 1,076,423
Total non current liabilities 54,551,351 54,957,777
CURRENT LIABILITIES:
Bank loans 9 7,548,738 2,418,284
Other loans 9 143,406,443 143,299,505
Derivative financial instruments 10 926,015 245,439
Suppliers 12,820,328 12,804,434
State and other public entities 3,737,014 4,888,406
Other current creditors 8 9,041,305 8,464,087
Other current liabilities 14,656,237 16,169,690
Total current liabilities 192,136,080 188,289,845
TOTAL LIABILITIES 246,687,431 243,247,622
TOTAL EQUITY AND LIABILITIES 243,682,058 247,493,671

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

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2010 AND 2009

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

Notes 31.03.2010 31.03.2009
Sales 15,610,810 15,133,784
Services rendered 11,502,946 11,605,908
Other income 5,040,894 3,954,026
Cost of sales (4,540,244) (4,637,446)
External supplies and services (12,801,398) (11,870,901)
Payroll expenses (9,767,986) (9,427,248)
Amortisation and depreciation (959,750) (844,914)
Provisions and impairment losses (244,584) (244,433)
Other expenses (155,033) (187,743)
Gains and losses in derivatives 10 - -
Gains and losses in associated companies 11 3,906 (23,118)
Gains and losses in other investments 11 (8,232,980) 4,560,360
Financial expenses 11 (1,385,709) (2,441,970)
Financial income 11 292,812 434,539
Profit / (loss) before income tax (5,636,316) 6,010,844
Income tax 6 (1,132,057) (990,632)
Net profit / (loss) for the period (6,768,373) 5,020,212
Attributable to:
Parent company´s shareholders (6,705,106) 5,039,956
Minority interests (63,267) (19,744)
Earnings per share:
Basic 14 (0.07) 0.05
Diluted 14 (0.05) 0.04

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2010 AND 2009

(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.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2010 AND 2009

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

31.03.2010 31.03.2009
Net consolidated profit for the period (6,768,373) 5,020,212
Exchange differences arising on translation of foreign operations - -
Variation in fair value of assets held for sale - -
Variation on fair value of cash flow hedging derivatives (500,223) -
Total comprehensive income for the period (7,268,596) 5,020,212
Attributable to:
Parent company´s shareholders (7,205,329) 5,039,956
Minority interests (63,267) (19,744)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2010 AND 2009 (Translation of financial statements originally issued in Portuguese - Note 18) (Amounts expressed in Euro)

Notes 31.03.2010 31.03.2009
Operating activities:
Cash flow from operating activities (1)
3,876,289 1,872,535
Investment activities:
Collections relating to:
Investments - 100,000
Interest and similar income 363,251 363,251 514,462 614,462
Payments relating to:
Investments 1 (17,000) (1,518,240)
Tangible assets (77,973) -
Intangible assets (10,173) (105,146) - (1,518,240)
Cash flow from investment activities (2) 258,105 (903,778)
Financing activities:
Collections relating to:
Loans obtained - - 1,483,390 1,483,390
Payments relating to:
Interest and similar costs (792,617) (2,683,208)
Lease contracts (586,820) (1,379,437) (361,576) (3,044,784)
Cash flow from financing activities (3) (1,379,437) (1,561,394)
Cash and cash equivalents at the beginning of the period 2 43,897,575 35,322,431
Variation of cash and cash equivalents: (1)+(2)+(3) 2,754,957 (592,637)
Cash and cash equivalents at the end of the period 2 46,652,532 34,729,794

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

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS PERIOD ENDED 31 MARCH 2010

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

(Amounts expressed in Euro)

1. PAYMENTS/COLLECTIONS RELATING TO INVESTMENTS

During the three months period ended 31 March 2010, payments / collections relating to investments were as follows:

Acquisitions Transaction
amount
Amount
paid
Advances related to the acquisition of investments
Mercados Globais – Publicação de Conteúdos, Lda. – acquired
5,000 5,000
in previous years 72,000 12,000
--------- ---------
77,000 17,000
===== =====

2. BREAKDOWN OF CASH AND CASH EQUIVALENTS

Cash and cash equivalents as of 31 December 2009 and as of 31 March 2010 and 2009, and the reconciliation between those amounts and the amounts shown in the balance sheets as for those dates, are as follows:

31.03.2010 31.12.2009 31.03.2009
Cash 85,704 89,555 94,364
Bank deposits repayable on demand 6,048,066 2,281,304 15,500,360
Bank deposits convertible within 3 months 48,067,500 43,945,000 25,700,000
Cash and cash equivalents shown in the balance sheet 54,201,270 46,315,859 41,294,724
Bank overdrafts ( 7,548,738 ) ( 2,418,284 ) ( 6,564,930 )
46,652,532 43,897,575 34,729,794

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

AS OF 31 MARCH 2010

(Translation of a report 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", "Destak" and "Metro", as well as the magazines "Sábado", "Automotor", "TV Guia", "Flash!", "Rotas e Destinos", "Máxima" and "GQ", among others.

During the quarters ended 31 March 2010, 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 Group's total equity as of 31 March 2010 is negative. This is due solely to the Group's exposure to ZON Multimédia - Serviços de Telecomunicações e Multimédia, SGPS, SA ("Zon Multimédia") 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 at that date does not reflect the fair value of this share and that the consolidated equity will improve until the end of 2010.

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 converted to Euro using the balance sheet date exchange rate; the profits and losses, as well as the cash flows, are converted to Euro using the average exchange rate of the year. The resulting exchange difference is recorded under the Equity captions.

2. BASIS OF PRESENTATION AND MAIN ACCOUNTING POLICIES

The annual financial statements were presented accordingly to International Financial Reporting Standards as approved by the European Union. The interim financial statements as of 31 March 2010 are presented accordingly to IAS 34 –Interim Financial Reporting.

The adopted accounting policies are consistent with the ones used by the Group on the preparation of consolidated financial statements for the year ended 31 December 2009.

3. CHANGES IN ACCOUNTING POLICIES AND CORRECTIONS OF MISTAKES

There were no changes in accounting policies and were identified no material mistakes related with previous periods.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 MARCH 2010

(Translation of a report 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, percentage participation held and activity developed as of 31 March 2010, are as follows:

Name Headquarters Effective
percentage
participation
held
Activity
Parent company:
Cofina, SGPS, S.A.
Porto Investment management
Cofina B.V. ("Cofina BV") Amsterdam
(Netherlands)
100% Investment management
Efe Erre Participações, SGPS, S.A. ("FR") Ovar 100% Investment management
Cofina Media Group
Cofina Media, SGPS, S.A. ("Cofina Media")
Lisbon 100% Investment management
Presselivre – Imprensa Livre, S.A. ("Presselivre") Lisbon 99.37% Newspapers and magazine publication
Edisport – Sociedade de Publicações, S.A.
("Edisport")
Lisbon 100% Newspapers publication
Edirevistas

Sociedade
Editorial,
S.A.
("Edirevistas")
Lisbon 99.46% Magazine publication
Mediafin, SGPS, S.A. ("Mediafin")
Metronews – Publicações, S.A. ("Metronews")
Lisbon
Carnaxide
100%
59%
Investment management
Newspapers publication
Grafedisport – Impressão e Artes Gráficas, S.A.
("Grafedisport")
Queluz 100% Newspapers print
Web Works – Desenvolvimento de Aplicações
para Internet, S.A. ("Web Works")
Lisbon 51% Production and creation of websites for online
business development
Holdimédia SGPS, S.A. ("Holdimédia") Lisbon 59% Investment management
Transjornal

Edição
de
Publicações,
S.A.
("Transjornal")
Lisbon 59% Newspapers publication
Cofina - Eventos e Comunicação S.A. ("Cofina
Eventos")
Lisbon 70% Events promotion and organization

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 and activity developed as of 31 March 2010 are as follows:

Name Headquarters Effective percentage
participation held
Activity
Direct Indirect
VASP – Sociedade de Transportes e Distribuições, Lda. Lisbon
São Paulo,
33.33%
-
-
23.96%
Publications distribution
Communication and advertising
AdCom Media Anúncios e Publicidade, S.A. Brazil services
Destak Brasil – Editora, S.A. São Paulo,
Brazil
- 23.96% Newspapers publication
Destak Brasil – Empreendimentos e Participações, S.A. São Paulo,
Brazil
23.96% - Holding company
Mercados Globais – Publicação de Conteúdos, Lda. V.N.Gaia 50% - Management
services
and
promotion of a financial forum on
the internet

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

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 MARCH 2010 (Translation of a report 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 31 March 2010 are as follows:

Designation Acquisition cost Book value
VASP – Sociedade de Transportes e Distribuições, Lda. 6,234 3,098,499
AdCom Media Anúncios e Publicidade, S.A. (a) - -
Destak Brasil – Editora, S.A. (a) - -
Destak Brasil – Empreendimentos e Participações, S.A. 299,064 -
Mercados Globais – Publicação de Conteúdos, Lda. 72,000 -

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

As of 31 March 2010 and 31 December 2009 the caption "Investments in associated companies" can be detailed as follows:

31.03.2010 31.12.2009
Financial investment
VASP – Sociedade de Transportes e Distribuições, Lda. – equity method 3,098,499 3,094,593
Destak Brasil – Empreendimentos e Participações, S.A. 299,064 299,064
Mercados Globais - Publicação de Conteúdos, Lda. 72,000 72,000
Advance payments related to investments 5,000 -
3,474,563 3,465,657
Accumulated impairment losses on investments (371,064) (371,064)
Loans to associated companies
Gross amount 3,697,878 3,697,878
Accumulated impairment losses (2,058,525) (2,058,525)
4,742,852 4,733,946

As of 31 March 2010 and 31 December 2009 the Group has investments available for sale corresponding to minority investments for which impairment losses have been recorded in previous years, presenting this caption a null net book value as of those dates.

5. GOODWILL

During the three months periods ended 31 March 2010 and 2009, no changes have occurred in goodwill.

6. CURRENT TAXES

Income taxes recorded in the income statements in the periods ended 31 March 2010 and 2009 are as follows:

31.03.2010 31.03.2009
Current tax
Income tax for the period
124.787 26.023
Deferred tax assets 1.007.270 964.609
1.132.057 990.632

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 MARCH 2010

(Translation of a report originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

7. INVESTMENTS MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS

The amount included in the caption "Investments measured at fair value through profit and loss" as of 31 March 2010 and 31 December 2009 relates to shares traded in stock markets and are recorded at their market value as of those dates (Note 11).

The book value of these investments as of 31 March 2010 can be detailed as follows:

Number of shares Quote Market value
Zon Multimédia
Other traded shares
15,190,000 3.796 57,661,240
7,498
------------------
57,668,738
==========

8. LEASE CONTRACTS

As of 31 March 2010 and 31 December 2009, the amounts payable to fixed asset suppliers in relation to financial lease contracts were classified in the captions "Other non-current creditors" and "Other current creditors" and had the following predicted reimbursement plan:

31.03.2010 31.12.2009
Year n+1 1,011,806 1,360,573
Year n+2 1,019,173 1,014,012
Year n+3 605,605 692,577
Year n+4 237,670 363,930
Year n+5 and following 36,537 38,702
2,910,791 3,469,794
Short term 2,317,594 2,345,411
5,228,385 5,815,205

9. BANK LOANS AND OTHER LOANS

The current liabilities' caption "Bank loans" relates to short term bank overdrafts which bear interests at market rates.

As of 31 March 2010 and 31 December 2009, the caption "Other loans" was made up as follows:

31.03.2010
Book value Nominal value
Current Non-current Current Non-current
Bond loans 93,406,443 - 94,000,000 -
Commercial paper 50,000,000 49,873,636 50,000,000 50,000,000
143,406,443 49,873,636 144,000,000 50,000,000
31.12.2009
Book value Nominal value
Current Non-current Current Non-current
Bond loans 93,299,505 - 94,000,000 -
Commercial paper 50,000,000 49,720,203 50,000,000 50,000,000
143,299,505 49,720,203 144,000,000 50,000,000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 MARCH 2010

(Translation of a report originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

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

The current liabilities caption "Commercial paper" refers to commercial paper programs due in the short term and that bear interests at market rates.

In addition to the amounts included in the statement of financial position as of 31 March 2010 and 31 December 2009, Cofina, SGPS, S.A. had issued a commercial paper program amounting to 50,000,000 Euro which is presented in the statement of financial position net of a bank deposit in the same amount since these financial instruments fulfil the requirements for their compensation.

10. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments recorded in the financial statements as of 31 March 2010 refer to interest rate swaps related with the financing loans of the Group. Since these derivatives satisfy the requirements set by IAS 39 - Financial Instruments: Recognition and Measurement, to be classified as hedges, their fair value was recorded under the equity caption "Other reserves", net of deferred taxes.

As of 31 March 2010 and 2009, this caption also includes 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 per share (before the stock split occurred in 2006). As of 31 March 2010 and 31 December 2009, the fair value is null.

At the balance sheet date, these warrants are recorded in accordance with their fair value, based in evaluations of financial institutions. The movement in these derivatives for the three months periods ended 31 March 2010 and 2009 can be presented as follows:

31.03.2010 31.03.2009
Opening balance 245,439 -
Increases / (decreases) 680,576 -
Closing balance 926,015 -

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

AS OF 31 MARCH 2010

(Translation of a report originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

11. NET FINANCIAL LOSS

The financial income and expenses for the three months periods ended 31 March 2010 and 2009 are made up as follows:

31.03.2010 31.03.2009
Financial expenses
Interest paid 1,113,593 2,289,369
Commissions 186,265 105,176
Other financial expenses 85,851 47,425
1,385,709 2,441,970
Financial income
Interest obtained 292,812 434,539
292,812 434,539

The caption "Gains and losses in associated companies" shown in the profit and loss statements for the quarters ended 31 March 2010 and 2009 includes, mainly, the appropriation of the Group's share over the net income / (loss) of the associated companies.

The caption "Gains and losses in other investments" as of 31 March 2010 and 2009 can be detailed as follows:

31.03.2010 31.03.2009
Gains / (losses) in investments measured at fair value through profit and loss (Introductory Note and
Note 7)
(8,332,890) 4,557,000
Dividends - 3,360
(8,332,890) 4,560,360

The caption "Gains / (losses) in investments measured at fair value through profit and loss" is mainly due to the adjustment of the investment in Zon Multimédia to its fair value, according to its market price.

12. RELATED PARTIES

The main balances with related parties as of 31 March 2010 and 2009 and the main transactions with those entities during the periods then ended may be detailed as follows:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 MARCH 2010

(Translation of a report originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

31.03.2010
Transactions Sales and services
rendered
Supplementary
income
Acquisition of
goods and
services
Associated companies 14.360.009 4.275.887 23.361
14.360.009 4.275.887 23.361
Balances Accounts receivable Accounts payable Sales pending
invoice
Associated companies 83.964 88.394 6.518.210
83.964 88.394 6.518.210
Transactions 31.03.2009
Sales and services
rendered
Supplementary
income
Acquisition of
goods and
services
Associated companies 13.352.760 3.906.264 8.693
13.352.760 3.906.264 8.693
Balances Accounts receivable Accounts payable Sales pending
invoice
Associated companies 136.342 41.206 6.156.178
136.342 41.206 6.156.178

Sales and services rendered to associate companies, as well as supplementary income, during the periods ended 31 March 2010 and 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 perimeter (Note 4), the parties considered to be related companies as of 31 March 2010, can be presented as follows:

  • Altri, SGPS, S.A.
  • Alteria, SGPS, S.A.
  • Altri Energias Renováveis, SGPS, S.A.
  • Altri, Participaciones Y Trading, S.L.
  • Altri Sales, S.A.
  • BPS Equipements, S.A.
  • Caderno Azul, SGPS, S.A.
  • Caima Energia Empresa de Gestão e Exploração de Energia, S.A.
  • Caima Indústria de Celulose, S.A.
  • Caminho Aberto, SGPS, S.A.
  • Captaraíz Unipessoal, Lda.
  • Celbi Celulose da Beira Industrial, S.A.
  • Celbinave Tráfego e Estiva SGPS, Unipessoal, Lda.
  • Celtejo Empresa de Celulose do Tejo, S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 MARCH 2010

(Translation of a report originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

  • Celulose do Caima, SGPS, S.A.
  • Cofihold, SGPS, S.A.
  • CPK Companhia Produtora de Papel Kraftsack, S.A.
  • CPK II Comércio e Indústria, S.A.
  • Elege Valor, SGPS, S.A.
  • F. Ramada Aços e Indústrias, S.A.
  • F. Ramada Investimentos, SGPS, 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.
  • Inflora Sociedade de Investimentos Florestais, S.A.
  • Invescaima Investimentos e Participações, SGPS, S.A.
  • Livre Fluxo, SGPS, S.A.
  • Malva Gestão Imobiliária, S.A.
  • Pedro Frutícola, Sociedade Frutícola, Lda.
  • Prestimo Prestígio Imobiliário, S.A.
  • Ródão Power, S.A. Energia e Biomassa do Ródão, S.A.
  • Silvicaima Sociedade Silvícola do Caima, S.A.
  • Socasca Recolha e Comércio de Recicláveis, S.A.
  • Sociedade Imobiliária Porto Seguro Investimentos Imobiliários, S.A.
  • Sosapel Sociedade Comercial de Sacos de Papel, Lda.
  • Storax Benelux
  • Storax Racking Systems, Ltd.
  • Torres da Luz Investimentos imobiliários, S.A.
  • Universal Afir Aços, Máquinas e Ferramentas, S.A.
  • Valor Autêntico, SGPS, S.A.
  • Viveiros do Furadouro Unipessoal, Lda.

Board of Directors

Cofina's Board of Directors was made up as follows as of 31 March 2010:

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 31 March 2010, 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., amounting to 8,000,000 Euro which, as of 31 March 2010, 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 50,000,000 Euro as of 31 March 2010 (Note 9);
  • 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, S.A. and Caixa Geral de Depósitos, S.A., amounting to 50,000,000 Euro as of 31 March 2010 (Note 9).

As of 31 March 2010 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 1,700,000 Euro related to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 26,000,000 Euro.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 MARCH 2010

(Translation of a report originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

14. EARNINGS PER SHARE

Earnings per share for the three months periods ended 31 March 2010 and 2009 were determined taking into consideration the following amounts:

31.03.2010 31.03.2009
Net profit / (loss) considered for the computation of basic and
diluted earning
(6,705,106) 5,039,956
Weighted average number of shares used to compute the basic
earnings per share
102,565,836 102,565,836
Warrants dilution effect (a) 21,568,624 24,509,800
Weighted average number of shares to compute the diluted
earnings per share
124,134,460 127,075,636
Earnings per share:
Basic
Diluted
(0.07)
(0.05)
0.05
0.04

(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 44,000,000 Euro that entitles them the right to convert the bonds in 4,901.96 common shares, for each bond held in the amount of 10,000 Euro.

15. SHARE CAPITAL

As of 31 March 2010, 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 REPORTING

According to the source and nature of income generated by the Group, the main segments have been defined as follows:

  • Newspapers
  • Magazines

Since Cofina Group's activity is being carried out mainly within national market, no geographical segments will be disclosed.

The segment information as of 31 March 2010 and 2009 can be outlined as follows:

31.03.2010 Newspapers Magazines Eliminations and
consolidation
adjustments
Total
Net operating income 26.456.819 5.697.831 - 32.154.650
Earnings before interest, taxes, depreciation and amortization 4.797.495 (152.090) - 4.645.405
Earnings before interest and taxes (EBIT) 3.920.050 (234.395) - 3.685.655
Eliminations and
consolidation
31.03.2009 Newspapers Magazines adjustments Total
Net operating income 22.726.165 7.967.553 - 30.693.718
Earnings before interest, taxes, depreciation and amortization 4.501.181 (175.234) - 4.325.947
Earnings before interest and taxes (EBIT) 3.750.872 (269.839) - 3.481.033

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 MARCH 2010

(Translation of a report originally issued in Portuguese – Note 18)

(Amounts expressed in Euro)

17. FINANCIAL STATEMENTS APPROVAL

These interim consolidated financial statements as of 31 March 2010 were approved by the Board of Directors and authorized for issuance in 5 May 2010.

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 as adopted in the European Union, some of which may not conform or be required be generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.

STATEMENTS OF FINANCIAL POSITION AS OF 31 MARCH 2010 AND 31 DECEMBER 2009

(Translation of financial statements originally issued in Portuguese) (Amounts expressed in Euro)

ASSETS Notes 31.03.2010 31.12.2009
NON CURRENT ASSETS:
Tangible assets 10,549 10,647
Investments 222,000,260 222,000,260
Deferred tax assets 297,777 65,818
Total non current assets 222,308,586 222,076,725
CURRENT ASSETS:
State and other public entities 958,840 256,712
Other current debtors 2,345,352 2,303,390
Other current assets 152,788 218,968
Investments measured at fair value through profit and loss 57,668,738 65,901,718
Cash and cash equivalents 24,508,528 26,186,339
Total current assets 85,634,246 94,867,127
TOTAL ASSETS 307,942,832 316,943,852
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS:
Share capital 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 26,962,557 26,550,224
Net profit / (loss) (9,658,280) 912,558
TOTAL EQUITY 64,229,715 74,388,220
LIABILITIES:
NON CURRENT LIABILITIES:
Other loans 49,873,636 49,720,203
Total non current liabilities 49,873,636 49,720,203
CURRENT LIABILITIES:
Bank loans 645,107 23,092
Other loans 149,538,700 149,518,014
Derivative financial instruments 926,015 245,439
Suppliers 3,190 1,821
State and other public entities 612,883 1,700,530
Other current creditors 40,328,803 39,946,191
Other current liabilities 1,784,783 1,400,342
Total current liabilities 193,839,481 192,835,429
TOTAL LIABILITIES 243,713,117 242,555,632
TOTAL EQUITY AND LIABILITIES 307,942,832 316,943,852

STATEMENTS OF PROFIT AND LOSS FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2010 AND 2009

(Translation of financial statements originally issued in Portuguese) (Amounts expressed in Euro)

Notes 31.03.2010 31.03.2009
Other income - 10
External supplies and services (76,610) (73,191)
Payroll expenses (81,136) (58,298)
Amortisation and depreciation
Other expenses
Gains and losses in other investments
Financial expenses
(1,795) (4,405)
(13,359)
(8,232,980)
(1,563,871)
(55,227)
4,560,360
(2,649,761)
Financial income 188,554 370,182
Profit / (loss) before income tax (9,781,197) 2,089,670
Income tax 122,917 968,474
Net profit / (loss) for the period (9,658,280) 3,058,144
Earnings per share:
Basic (0.09) 0.03
Diluted (0.08) 0.02

STATEMENTS OF CHANGES IN EQUITYFOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2010 AND 2009

(Translation of financial statements originally issued in Portuguese) (Amounts expressed in Euro)

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STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS PERIODS ENDED 31 MARCH 2010 AND 2009

(Translation of financial statements originally issued in Portuguese)

(Amounts expressed in Euro)

31.03.2010 31.03.2009
Net consolidated profit / (loss) for the period (9,658,280) 3,058,144
Exchange differences arising on translation of foreign operations - -
Variation in fair value of assets held for sale - -
Variation on fair value of cash flow hedging derivatives (500,225) -
Total comprehensive income for the period (10,158,505) 3,058,144

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