Quarterly Report • Nov 29, 2012
Quarterly Report
Open in ViewerOpens in native device viewer
Head Office: Rua do General Norton de Matos, 68, r/c – Porto Fiscal Number 502 293 225 Share Capital: 25,641,459 Euro
3 rd quarter '12 FINANCIAL INFORMATION (not audited)
The consolidated financial information of Cofina for the 3rd quarter 2012, 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 2012 | 3Q 2011 | Var (%) 3Q12/3Q11 |
|---|---|---|---|
| Operating income | 29,547 | 32,137 | -8.1% |
| Circulation | 16,531 | 17,808 | -7.2% |
| Advertising | 9,114 | 11,223 | -18.8% |
| Alternative marketing products and others | 3,902 | 3,107 | 25.6% |
| Operating income by segments | 29,547 | 32,138 | -8.1% |
| Newspapers | 23,063 | 24,446 | -5.7% |
| Magazines | 6,484 | 7,692 | -15.7% |
| Operating expenses (a) | 25,168 | 26,821 | -6.2% |
| Consolidated EBITDA (b) | 4,378 | 5,317 | -17.7% |
| EBITDA margin | 14.8% | 16.5% | - 1,7 p.p. |
| Newspapers EBITDA | 4,369 | 5,065 | -13.7% |
| Newspapers EBITDA margin | 18.9% | 20.7% | - 1,8 p.p. |
| Magazines EBITDA | 9 | 252 | -96.4% |
| Magazines EBITDA margin | 0.1% | 3.3% | - 3,1 p.p. |
| Amortisation and depreciation (-) | 798 | 933 | -14.5% |
| EBIT | 3,580 | 4,384 | -18.3% |
| EBIT margin | 12.1% | 13.6% | - 1,5 pp |
| Net financial income | (833) | (2,152) | - |
| Income before taxes and minority interests | 2,748 | 2,232 | 23.1% |
| Income taxes | 1,194 | 1,264 | -5.5% |
| Minority interests | (22) | 5 | s s |
| Net consolidated profit / loss (c) | 1,576 | 963 | 63.7% |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
(c) Net profit / (loss) attributable to the parent company shareholders
The third quarter of 2012 maintained the path of the previous quarters: continued to be characterized by a reduction of private consumption, which led to a very significant contraction in the advertising investment.
Therefore, in this context, the total operating income reached approximately 29.5 million Euro in this period, corresponding to a decrease of 8% when compared to the homologous period. This decrease was motivated by the reduction in advertising income (-19%) and circulation income (-7%), having the alternative marketing products income recorded a significant increase (+26%).
EBITDA recorded in this period amounted to approximately 4.4 million Euro, which corresponds to a decrease of 17.7% year on year. EBITDA margin reached 15%. When referring to absolute figures, a 2.6 million Euro decrease was recorded in income in the 3rd quarter of 2012, when compared with the homologous period, whilst EBITDA recorded a contraction of approximately 1 million Euro.
The control and costs rationalization measures that have been adopted by Cofina allowed to continue to accommodate, in EBITDA terms, a significant part of the reductions recorded in income.
Consolidated net income recorded in the end of the third quarter of 2012 amounted to 1.6 million Euro, which represented a growth of 64% when compared to the third quarter of 2011.
| (amounts in thousand Euro) | 9M 2012 | 9M 2011 | Var (%) |
|---|---|---|---|
| 9M12/9M11 | |||
| Operating income | 85,601 | 94,357 | -9.3% |
| Circulation | 46,231 | 49,635 | -6.9% |
| Advertising | 29,115 | 36,082 | -19.3% |
| Alternative marketing products and others | 10,256 | 8,640 | 18.7% |
| Operating income by segments | 85,601 | 94,357 | -9.3% |
| Newspapers | 66,737 | 71,651 | -6.9% |
| Magazines | 18,865 | 22,706 | -16.9% |
| Operating expenses (a) | 74,262 | 79,987 | -7.2% |
| Consolidated EBITDA (b) | 11,339 | 14,370 | -21.1% |
| EBITDA margin | 13.2% | 15.2% | - 2,0 p.p. |
| Newspapers EBITDA | 12,149 | 15,097 | -19.5% |
| Newspapers EBITDA margin | 18.2% | 21.1% | - 2,9 p.p. |
| Magazines EBITDA | -810 | -727 | - |
| Magazines EBITDA margin | -4.3% | -3.2% | - |
| Amortisation and depreciation (-) | 2,396 | 2,806 | -14.6% |
| EBIT | 8,943 | 11,564 | -22.7% |
| Margem EBIT | 10.4% | 12.3% | - 1,8 pp |
| Net financial income | (3,062) | (2,190) | - |
| Income before taxes and minority interests | 5,881 | 9,374 | -37.3% |
| Income taxes | 3,633 | 3,998 | -9.1% |
| Minority interests | 25 | (6) | -516.7% |
| Net consolidated profit / loss (c) | 2,222 | 5,381 | -58.7% |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
(c) Net profit / (loss) attributable to the parent company shareholders
In accumulated figures, during the first nine months of 2012, income reached, approximately, 86 million Euro (-9%), EBITDA amounted to 11.3 million Euro (-21%) and net profit obtained amounted to, approximately, 2.2 million Euro.
As of September 30, 2012, the nominal net debt of Cofina amounted to 76.3 million Euro, which means a decrease of 9 million Euro, comparing to the 85.9 million Euro recorded in the homologous period.
| 3Q 2012 | 3Q 2011 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 3Q12/3Q11 | ||
| Consolidated operating income | 23,063 | 24,446 | -5.7% |
| Circulation | 12,656 | 13,426 | -5.7% |
| Advertising | 7,202 | 8,615 | -16.4% |
| Alternative marketing products and others | 3,205 | 2,405 | 33.3% |
| Operating expenses (a) | 18,694 | 19,381 | -3.5% |
| Consolidated EBITDA (b) | 4,369 | 5,065 | -13.7% |
| EBITDA margin | 18.9% | 20.7% | -1,8 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
The newspaper segment of Cofina recorded, in the third quarter of 2012, a total income of 23 million Euro, which represents a decrease of 6% when compared with the homologous period. The advertising income recorded a decrease of approximately 16%, reaching 7.2 million Euro; while circulation income decreased approximately 6%, reaching 12.7 million Euro.
Alternative marketing products income recorded a growth of 33%, reaching approximately 3.2 million Euro.
Therefore, EBITDA reached in the quarter under analysis amounted to approximately 4.4 million Euro, a decrease of nearly 14%, when compared with the homologous period. EBITDA margin amounted to 18.9%.
Magazines segment, traditionally pro-cyclical, deepened the decrease recorded in revenues, namely in advertising income. Therefore, total income of this segment in the quarter under analysis reached approximately 6.5 million Euro, reflecting a decrease of nearly 16%, when compared to the homologous period of 2011.
| 3Q 2012 | 3Q 2011 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 3Q12/3Q11 | ||
| Consolidated operating income | 6,484 | 7,692 | -15.7% |
| Circulation | 3,875 | 4,382 | -11.6% |
| Advertising | 1,912 | 2,608 | -26.7% |
| Alternative marketing products and others | 697 | 702 | -0.7% |
| Operating expenses (a) | 6,475 | 7,440 | -13.0% |
| Consolidated EBITDA (b) | 9 | 252 | - |
| EBITDA margin | 0.1% | 3.3% | - 3,1 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
Circulation income recorded a decrease of 12%, reaching approximately 3.9 million Euro; advertising income recorded a decrease of 27%, while alternative marketing products income was practically the same (-0,7%), having reached approximately 0.7 million Euro.
During the third quarter of 2012, Cofina deepened its policy of cost reduction in this segment, so that it could ensure its operational sustainability. As a result of the deepening of this strategy, operational costs were reduced by, approximately, 1 million Euro when compared to homologous period.
EBITDA of magazines segment, recorded in the third quarter of 2012, was of 9 thousand Euro.
November 8th, 2012
(Amounts expressed in Euro)
| ASSETS | Notes | 30.09.2012 | 31.12.2011 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 8,105,484 | 9,561,732 | |
| Goodwill | 5 | 93,480,145 | 93,699,609 |
| Intangible assets | 355,581 | 537,120 | |
| Investments in associated companies | 4 | 3,411,343 | 3,438,343 |
| Investments held for sale | 4 | 8,570 | 8,570 |
| Deferred tax assets | 6 | 6,030,471 | 7,512,008 |
| Total non current assets | 111,391,594 | 114,757,382 | |
| CURRENT ASSETS | |||
| Inventories | 2,026,322 | 4,093,352 | |
| Customers | 8,553,686 | 9,184,783 | |
| State and other public entities | 403,673 | 135,820 | |
| Other current debtors | 2,126,147 | 304,429 | |
| Other current assets | 6,636,882 | 6,452,603 | |
| Investments recorded at fair value through profit and loss | 8,583 | 8,583 | |
| Cash and cash equivalents | 7 | 16,485,128 | 39,167,961 |
| Total current assets | 36,240,421 | 59,347,531 | |
| TOTAL ASSETS | 147,632,015 | 174,104,913 | |
| 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 | (36,807,857) | (40,629,854) | |
| Consolidated net profit/(loss) for the period attributable to the parent | 2,222,306 | 4,812,155 | |
| Equity attributable to equity holder of the parent | 12,339,887 | 11,107,739 | |
| Non controlling interests | 755,315 | 787,811 | |
| TOTAL EQUITY | 13,095,202 | 11,895,550 | |
| LIABILITIES | |||
| NON CURRENT LIABILITIES | |||
| Bank loans | 9 | 13,750,000 | - |
| Pension liabilities | 443,646 | 443,646 | |
| Other non current creditors | 8 | 641,607 | 1,273,064 |
| Provisions | 5,083,371 | 5,860,560 | |
| Total non current liabilities | 19,918,624 | 7,577,270 | |
| CURRENT LIABILITIES | |||
| Bank loans | 9 | 12,651,723 | 26,964,828 |
| Other loans | 9 | 66,181,880 | 92,086,702 |
| Derivatives | 10 | 970,045 | 1,001,831 |
| Suppliers | 8,177,122 | 9,440,522 | |
| State and other public entities | 2,660,410 | 4,549,322 | |
| Other current creditors | 8 | 8,382,215 | 8,699,403 |
| Other current liabilities | 15,594,794 | 11,889,485 | |
| Total current liabilities | 114,618,189 | 154,632,093 | |
| TOTAL LIABILITIES | 134,536,813 | 162,209,363 | |
| TOTAL EQUITY AND LIABILITIES | 147,632,015 | 174,104,913 | |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
| Notes | 30.09.2012 | 30.09.2011 | 3rd quarter 2012 |
3rd quarter 2011 |
|
|---|---|---|---|---|---|
| Sales | 45,974,943 | 49,341,968 | 16,455,593 | 17,514,791 | |
| Services rendered | 29,442,310 | 35,169,850 | 9,320,853 | 10,311,287 | |
| Other operating income | 10,183,976 | 9,845,124 | 3,770,491 | 4,311,667 | |
| Cost of sales | (13,618,580) | (14,670,290) | (4,726,270) | (5,324,855) | |
| External supplies and services | (34,831,684) | (35,636,103) | (11,849,603) | (11,905,053) | |
| Payroll expenses | (24,853,498) | (28,406,380) | (8,293,678) | (9,185,768) | |
| Amortisation and depreciation | (2,396,471) | (2,805,944) | (798,296) | (933,395) | |
| Provisions and impairment losses | (630,015) | (840,075) | (140,180) | (237,960) | |
| Other operating expenses | (328,070) | (434,036) | (158,549) | (166,863) | |
| Gains and losses in derivatives | 10 | (364,175) | (432,370) | (134,407) | (122,701) |
| Gains and losses in associated companies | 11 | 166,344 | 122,230 | 142,634 | 105,678 |
| Gains and losses in other investments | 11 | - | 1,619,940 | - | (803,598) |
| Financial expenses | 11 | (3,804,552) | (4,527,726) | (985,783) | (1,778,530) |
| Financial income | 11 | 940,202 | 1,028,158 | 144,972 | 446,965 |
| Profit / loss before income tax | 5,880,730 | 9,374,346 | 2,747,777 | 2,231,665 | |
| Income tax | 6 | (3,633,251) | (3,998,417) | (1,193,568) | (1,264,284) |
| Net consolidated profit / (loss) for the period | 2,247,479 | 5,375,929 | 1,554,209 | 967,381 | |
| Attributable to: | |||||
| Shareholders of the parent company | 2,222,306 | 5,381,480 | 1,576,252 | 962,508 | |
| Non-controlling interests | 25,173 | (5,551) | (22,043) | 4,873 | |
| Earnings per share: | |||||
| Basic | 14 | 0.02 | 0.05 | 0.02 | 0.01 |
| Diluted | 14 | 0.02 | 0.05 | 0.02 | 0.01 |
The accompanying notes form na integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
| Att ribu tab le t ity hol der f th nt o e qu s o e p are |
||||||||
|---|---|---|---|---|---|---|---|---|
| Sha re |
Sh miu are pre m |
Leg al |
Oth er |
Ne t |
No roll ing ont n c |
Tot al |
||
| ital cap |
t acc oun |
res erv e |
res erv es |
fit / ( loss ) pro |
Tot al |
inte ts res |
ity equ |
|
| Bal f 1 Jan 201 1 anc e a s o uar y |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 2) 44, 757 ,42 |
5,0 18, 193 |
7,1 86, 209 |
735 ,90 9 |
7,9 22, 118 |
| Ap iatio f co lida ted sul t fo r 20 10: t re pro pr n o nso ne |
||||||||
| nsf Tra er t tain ed nin o re ear gs |
- | - | - | 5,0 18, 193 |
( ) 5,0 18, 193 |
- | - | - |
| Div ide nds dis trib d ute |
- | - | - | ( 1,0 25, 658 ) |
- | ( ) 1,0 25, 658 |
( 88, 500 ) |
( 1,1 14, 158 ) |
| Ch in r nd ntro lling int sts ang es ese rve s a non -co ere : |
||||||||
| Oth han er c ges |
- | - | - | ( 47, 824 ) |
- | ( 47, 824 ) |
2,5 02 |
( 45, 322 ) |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
- | - | - | 275 ,47 0 |
5,3 81, 480 |
5,6 56, 950 |
( 51) 5,5 |
5,6 51, 399 |
| Bal f 30 Se mb pte er 2 011 anc e a s o |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 1) 40, 537 ,24 |
5,3 81, 480 |
11, 769 ,67 7 |
644 ,36 0 |
12, 414 ,03 7 |
| Bal f 1 Jan 201 2 anc e a s o uar y Ap iatio f co lida ted t re sul t fo r 20 11: pro pr n o nso ne |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 40, 629 ,85 4) |
4,8 12, 155 |
11, 107 ,73 9 |
787 ,81 1 |
11, 895 0 ,55 |
| Tra nsf tain ed nin er t o re ear gs |
- | - | - | 4,8 12, 155 |
( ) 4,8 12, 155 |
- | - | - |
| Div ide nds dis trib d ute |
- | - | - | ( 1,0 25, 658 ) |
- | ( 1,0 25, 658 ) |
( 57, 750 ) |
( 1,0 83, 408 ) |
| Ch in r nd lling int ntro sts ang es ese rve s a non -co ere : |
||||||||
| Oth han er c ges |
- | - | - | ( 448 ) |
- | ( 448 ) |
81 | ( 367 ) |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
- | - | - | 35, 948 |
2,2 22, 306 |
2,2 58, 254 |
25, 173 |
2,2 83, 427 |
| Bal f 30 Se ber 20 12 tem anc e a s o mp |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 36, 807 ,85 7) |
2,2 22, 306 |
12, 339 ,88 7 |
,31 755 5 |
13, 095 ,20 2 |
The accompanying notes form na integral part of the consolidated financial statements.
The Chartered Accountant
The Board of Directors
| 3rd quarter | 3rd quarter | ||
|---|---|---|---|
| 30.09.2012 | 30.09.2011 | 2012 | 2011 |
| Profit / (loss) for the period | 2,247,479 | 5,375,929 | 1,554,209 | 967,381 |
|---|---|---|---|---|
| Exchange differences arising on translation of foreign operations | 86,401 | 246,593 | 21,845 | 212,851 |
| Changes in cash-flows hedges' fair value | (50,453) | 28,877 | (43,126) | (359,108) |
| Total comprehensive income for the period | 2,283,427 | 5,651,399 | 1,532,928 | 821,124 |
| Attributable to: | ||||
| Shareholders of the parent company | 2,258,254 | 5,656,950 | 1,554,971 | 816,251 |
| Non-controlling interests | 25,173 | (5,551) | (22,043) | 4,873 |
The accompanying notes form na integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Amounts expressed in Euro)
| Notes | 30.09.2012 | 30.09.2011 | 3rd quarter | 3rd quarter | |||||
|---|---|---|---|---|---|---|---|---|---|
| Operating activities | |||||||||
| Cash flow from operating activities (1) | 9,708,095 | 9,467,056 | 5,811,006 | 1,881,413 | |||||
| Investment activities | |||||||||
| Collections relating to: | |||||||||
| Investments | 7 | - | 51,627,640 | - | 11,994,000 | ||||
| Tangible assets | - | 25,884 | - | 6,350 | |||||
| Interest and similar income | 1,192,846 | 887,947 | 217,257 | 382,356 | |||||
| Loans granted | 197,400 | - | - | - | |||||
| Dividends | - | 1,390,246 | 1,486,400 | 54,027,871 | - | 217,257 | - | 12,382,706 | |
| Payments relating to: | |||||||||
| Investments | 7 | (100,000) | (160,000) | - | - | ||||
| Tangible assets | (643,279) | (1,157,466) | (68,105) | (561,284) | |||||
| Intangible assets | (291,101) | (1,034,380) | (397,507) | (1,714,973) | (89,010) | (157,115) | (212,277) | (773,561) | |
| Cash flow from investment activities (2) | 355,866 | 52,312,898 | 60,142 | 11,609,145 | |||||
| Financing activities | |||||||||
| Collections relating to: | |||||||||
| Loans obtained | 20,000,000 | 20,000,000 | - | - | - | - | - | - | |
| Payments relating to: | |||||||||
| Interest and similar costs | (4,325,918) | (4,375,616) | (1,540,168) | (936,235) | |||||
| Lease contracts | (956,132) | (1,111,163) | (347,834) | (252,492) | |||||
| Dividends | (1,025,658) | (1,025,658) | - | - | |||||
| Loans obtained | (25,763,698) | (53,000,000) | (3,550,303) | (12,500,000) | |||||
| Supplementary capital | - | (32,071,406) | (3,570) | (59,516,007) | - | (5,438,305) | - | (13,688,727) | |
| Cash flow from financing activities (3) | (12,071,406) | (59,516,007) | (5,438,305) | (13,688,727) | |||||
| Cash and its equivalents at the beginning of the period | 7 | 12,203,133 | 3,869,673 | 9,817,299 | 6,331,789 | ||||
| Changes in exchange rates | 53,986 | - | (468) | - | |||||
| Variation of cash and its equivalents: (1)+(2)+(3) | (2,007,445) | 2,263,947 | 432,843 | (198,169) | |||||
| Cash and its equivalents at the end of the period | 7 | 10,249,674 | 6,133,620 | 10,249,674 | 6,133,620 |
The accompanying notes form na integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Amounts expressed in Euro)
Cofina, SGPS, S.A. ("Cofina" or "Company"), an open capital company, with headquarters located at Rua General Norton de Matos, 68, r/c, in Porto, has its shares listed in the NYSE Euronext Lisbon 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 in the media sector (written press). The Company´s shares are valued at the stock market ("NYSE Euronext Lisbon"), and integrate the PSI-20 Index since 24 September 2012.
The Group owns headings of reference in the respective segments, publishing titles like newspapers "Correio da Manhã", "Record", "Jornal de Negócios", "Destak" and "Metro", as well as the magazines "Sábado", "Automotor", "TV Guia", "Flash!" and "GQ", among others.
During the nine month period ended as of 30 September 2012, the Group developed its activity mainly in Portugal, having also some interests in Brazil through the investment in the associated company Destak Brasil and in the subsidiary Adcom Media (Note 4).
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. Balance sheet captions of the foreign group companies whose functional currency is not the Euro are translated to Euro using the exchange rates in force at the balance sheet date. Income and expenses and cash flows are converted to Euro using the average exchange rate for the period. The exchange rate differences originated are recorded in equity captions.
The accompanying consolidated financial statements have been prepared under the going concern assumption, although the consolidated total equity as of 30 September 2012 is less than half of its share capital. This is due solely to the Group's exposure to ZON Multimédia - Serviços de Telecomunicações e Multimedia, SGPS, SA ("Zon Multimedia") until July 2011, through the holding of 15,190,000 shares, which were fully disposed of during the year ended December 31, 2011.
The Board of Directors believes that the situation of the consolidated total equity of less than half of its share capital will no longer be applicable as a consequence of the results that will be generated by the operations of the Group during the coming years.
Annual financial statements were prepared in accordance with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union. The financial statements as of 30 September 2012 were prepared in accordance with the International Accounting Standard 34 – Interim Financial Reporting.
The accounting policies adopted in Cofina's consolidated financial statements are consistent with those used in the preparation of the consolidated financial statements for the year ended as of 31 December 2011.
During this period there were no changes in accounting policies nor were detected any material errors relating to previous periods.
The companies included in the consolidated financial statements by the full consolidation method, their headquarters, percentage of participation held and activity developed as of 30 September 2012 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent Company: Cofina, SGPS, S.A. |
Porto | Investment management | |
| Cofina B.V. ("Cofina BV") | Amesterdam (The Netherlands) |
100.00% | Investment management |
| Efe Erre Participações, SGPS, S.A. ("FR") | Ovar | 100.00% | Investment management |
| Cofina Media Group Cofina Media, SGPS, S.A. ("Cofina Media") Presselivre – Imprensa Livre, S.A. ("Presselivre") Edisport – Sociedade de Publicações, S.A. |
Lisbon Lisbon Lisbon |
100.00% 99.44% 100.00% |
Investment management Newspapers and magazine publication Newspapers publication |
| ("Edisport") Edirevistas – Sociedade Editorial, S.A. ("Edirevistas") |
Lisbon | 99.46% | Magazines publication |
| Mediafin, SGPS, S.A. ("Mediafin") Metronews – Publicações, S.A. ("Metronews") |
Lisbon Carnaxide |
100.00% 59.00% |
Investment management Newspapers publication |
| Grafedisport – Impressão e Artes Gráficas, S.A. ("Grafedisport") |
Queluz | 100.00% | Newspapers print |
| Web Works – Desenvolvimento de Aplicações· para Internet, S.A. ("Web Works") |
Lisbon | 51% | Production and creation of websites for online business development |
| Transjornal – Edição de Publicações, S.A. ("Transjornal") |
Lisbon | 59% | Newspapers publication |
| Cofina - Eventos e Comunicação, S.A. ("Cofina Eventos") |
Lisbon | 70% | Events promotion and organization |
| Adcom Media – Anúncios e Publicidade, S.A. ("Adcom Media") (a) |
São Paulo (Brazil) |
80% | Communication and advertising services |
| (a) During the period of nine months ended September 30, 2012, 14.05% of the effective |
participation in Adcom Media was sold: This transaction had no material impact on the Group's consolidated financial statements.
All the above companies were included in the consolidated financial statements in accordance with the full consolidation method.
The associated companies, their headquarters, percentage of participation held and activity developed as of 30 September 2012 are as follows:
| Designation | Headquarters | Percentage Participation held |
Activity | |
|---|---|---|---|---|
| Direct | Indirect | |||
| VASP – Sociedade de Transportes e Distribuições, Lda. Destak Brasil – Empreendimentos e Participações, |
Lisbon São Paulo |
33.33% | - | Publications distribution |
| S.A.(a) | (Brazil) | 23.92% | - | Investment management |
| Mercados Globais – Publicação de Conteúdos, Lda. | V.N.Gaia | 50% | - | Management of services and promotion of a financial forum on the internet |
(a) During the period of nine months ended September 30, 2012, 0.04% of the effective participation in Destak Brasil Empreendimentos e Participações, S.A. was sold: This transaction had no material impact on the Group's consolidated financial statements.
The associated company VASP was included in the consolidated financial statements in accordance with the equity method. The other companies are recorded at cost less impairment losses.
The acquisition cost of the associated companies and their book value as of 30 September 2012 are as follows:
| Designation | Acquisition cost |
Book value |
Equity | Net result |
|---|---|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 3,410,843 | € 10,250,786 | € 499,032 |
| Destak Brasil – Editora, S.A. (a) | - | - | R\$ (2,302,381) | R\$ (1,621,215) |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 154,535 | 500 | R\$ (643,917) | R\$ (1,745,632) |
| Mercados Globais – Publicação de Conteúdos, Lda. | € 72,000 | - | (b) | (b) |
(a) – investment held by the subsidiary Destak Brasil – Empreendimentos e Participações, S.A.
(b) – non available financial information.
As of 30 September 2012 and 31 December 2011 the caption "Investments in associated companies" can be detailed as follows:
| 30.09.2012 | 31.12.2011 | |
|---|---|---|
| Financial investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 3,410,843 | 3,244,498 |
| Destak Brasil – Empreendimentos e Participações, S.A. | 154,535 | 299,064 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 3,637,378 | 3,615,562 | |
| Accumulated impairment losses on investments in associates | (226,035) | (371,064) |
| Loans to associated companies Gross amount |
- | 193,845 |
| 3,411,343 | 3,438,343 |
As of 30 September 2012 and 31 December 2011 the Group has available for sale investments corresponding to minority investments, for which the Group has recorded impairment losses in previous periods, showing on those dates a net worth of 8,570 Euros. As of 30 September 2012 and 31 December 2011, the total value of investments for which adjustments of the same value were made amounts to 1,064,044 Euros.
During the nine months period ended as of 30 September 2012 and 2011, the movement in the caption "Goodwill" fully refers to the changes in exchange rates in the nine month period then ended of the computed Goodwill of the subsidiary Adcom Media.
The movement occurred in deferred tax assets in the nine months period ended as of 30 September 2012 and 2011 was as follows:
| 30.09.2012 | 30.09.2011 | |
|---|---|---|
| Opening balance | 7,512,008 | 8,782,149 |
| Effects in the income statement: | ||
| Increase/(Decrease) in tax losses carried forw ard | 43,102 | (121,166) |
| Prior year tax correction follow ing changes in tax rules | (1,542,829) | (1,542,829) |
| Effects in equity: | ||
| Fair value of derivate instruments | 18,190 | (10,412) |
| Closing balance | 6,030,471 | 7,107,742 |
Tax expenses recorded in the income statement for the nine months period ended as of 30 September 2012 and 2011 are detailed as follows:
| 30.09.2012 | 30.09.2011 | |
|---|---|---|
| Current Tax | ||
| Income tax for the period | 1,704,754 | 2,207,986 |
| Excess/(Insufficiency) of prior years income tax | (171,230) | 126,436 |
| Additional assessment tax | 600,000 | - |
| Deferred taxes | 1,499,727 | 1,663,995 |
| 3,633,251 | 3,998,417 |
As of 30 September 2012, a dispute with the Portuguese tax authorities ("Direcção Geral de Contribuições e Impostos") was still in progress following a Corporate Income Tax inspection regarding year 2007, with an amount of, approximately, 12 million Euro being challenged by the tax authorities. To meet this contingency, the Group recorded provisions for future taxes in the amount of 4.1 million Euros (3.5 million Euros for the year ended December 31, 2011 and 600,000 Euros for the nine months period ended September 30, 2012) by the corresponding liability caption "Provisions", which corresponds to the best estimate of the Board, supported by legal and tax counsel of the impacts that may arise from the outcome of the processes currently underway.
As of 31 December 2011 and as of 30 September 2012 and 2011, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.09.2012 | 31.12.2011 | 30.09.2011 | |
|---|---|---|---|
| Cash | 82,270 | 76,977 | 112,845 |
| Bank deposits repayable on demand | 8,050,858 | 23,720,922 | 23,462,360 |
| Bank deposits repayable in less than 3 months | 8,352,000 | 15,370,062 | 14,902,000 |
| Cash and cash equivalents in accordance w ith the balance sheet | 16,485,128 | 39,167,961 | 38,477,205 |
| Bank overdrafts (Note 9) | (6,235,454) | (26,964,828) | (32,343,585) |
| 10,249,674 | 12,203,133 | 6,133,620 |
During the nine months period ended as of 30 September 2012, the payments relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Adcom Media – Anúncios e Publicidade S.A. (*) | 300,000 300,000 |
100,000 100,000 |
During the nine months period ended as of 30 September 2011, the payments/collections relating investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Presselivre – Imprensa Livre, S.A. Adcom Media – Anúncios e Publicidade S.A. (*) |
60,000 300,000 360,000 |
60,000 100,000 160,000 |
| Disposals | Transaction amount |
Amount received |
| ZON Multimédia | 51,627,640 | 51,627,640 |
As of 30 September 2012 and 31 December 2011, the amounts payable to fixed asset suppliers related to financial lease contracts were classified in the captions "Other non-current creditors" and "Other current creditors" and had the following reimbursement plan:
| 30.09.2012 | 31.12.2011 | |
|---|---|---|
| Year n+1 | 588,164 | 838,114 |
| Year n+2 | 23,815 | 396,404 |
| Year n+3 | 10,294 | 9,889 |
| Year n+4 | 10,294 | 9,889 |
| Year n+5 and subsequent years | 9,040 | 18,768 |
| 641,607 | 1,273,064 | |
| Short term | 1,066,349 | 1,195,743 |
| 1,707,956 | 2,468,807 |
As of 30 September 2012 and 31 December 2011, the caption "Bank loans" was made up as follows:
| 30.09.2012 | ||||||
|---|---|---|---|---|---|---|
| Book value | Nominal Value | |||||
| Current | Non Current | Current | Non Current | |||
| Bank overdrafts | 6,235,454 | - | 6,235,454 | - | ||
| Bank loans | 6,416,269 | 13,750,000 | 6,250,000 | 13,750,000 | ||
| 12,651,723 | 13,750,000 12,485,454 |
13,750,000 | ||||
| Book value | Nominal Value | |||||
| Current | Non Current | Current | Non Current | |||
| Bank overdrafts | 26,964,828 | - | 26,964,828 | - | ||
| 26,964,828 | - | 26,964,828 | - |
As of 30 September 2012 and 31 December 2011, the caption "Other loans" was made up as follows:
| 30.09.2012 | |||||
|---|---|---|---|---|---|
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bond loans | 49,756,075 | - | 50,000,000 | - | |
| Commercial paper | 16,425,805 | - | 16,500,000 | - | |
| 66,181,880 | - | 66,500,000 | - |
| 31.12.2011 | |||||
|---|---|---|---|---|---|
| Book value | Nominal Value | ||||
| Current | Non Current | Current | Non Current | ||
| Bond loans | 50,026,158 | - | 50,000,000 | - | |
| Commercial paper | 42,060,544 | - | 42,000,000 | - | |
| 92,086,702 | - | 92,000,000 | - |
As of 30 September 2012 this caption was made up of a loan called "Bonds Cofina - 2007/2015", whose nominal value amounts to 50 million Euro, issued by Cofina SGPS, SA and which book value, valued in accordance with the effective interest rate method, amounts to 49,756,075 Euros. This loan, according to its terms, matures on September 28, 2015. However, according to the initial agreement, the holders of the bonds may request, in their sole initiative, early repayment, without any penalties, of the bonds they hold. In this sense, although the Board of Directors believes that the holders of these bonds will not request early repayment and, consequently, its term will be as initially targeted contractually (28 September 2015), the Company, in light of the accounting standards and since the ability to request this refund is in exclusive possession of the holder and not the issuer of the bonds, classified this loan as current.
The main features of this loan are as follows:
Nominal value 50,000,000 Euros;
Maturity September 28, 2015;
The liability caption "Commercial paper" relates to a commercial paper program, in the amount of 16,500,000 Euro, with guaranteed subscription by the banks until January 2013, which bears interest at market rates.
The liability caption "Bank loans" corresponds to a loan agreement celebrated in March 2012 which bears interest quarterly at market rates and has its maturity on 15 October 2016.
The reimbursement of the nominal value of the bank loan is as follows:
| 30.09.2012 | |
|---|---|
| n+1 | 3,750,000 |
| n+2 | 4,000,000 |
| n+3 | 4,750,000 |
| n+4 | 1,250,000 |
| 13,750,000 | |
| Short term | 6,250,000 |
| 20,000,000 |
As of 30 September 2012, this caption is made of interest rate swaps related to the Group's financing loans. As these derivatives fulfill the requirements of IAS 39 – Financial Instruments: Recognition and Measurement in order to be classified as hedging instruments, their fair value has been recorded under the shareholder's funds' caption "Other reserves", net of deferred taxes.
The movement in these derivatives for the nine months period ended as of 30 September 2012 and 2011 can be presented as follows:
| 30.09.2012 | |||||||
|---|---|---|---|---|---|---|---|
| "Market-to market" |
Accrued interest |
"Market-to market" net of accrued interest |
Deferred tax assets |
Net Value | |||
| Opening balance | 1,001,831 | (104,453) | 897,378 | 237,805 | 659,573 | ||
| Increases / (decreases) | (31,786) | N/A | 68,643 | 18,190 | 50,453 | ||
| Closing balance | 970,045 | (4,024) | 966,021 | 255,996 | 710,025 | ||
| 30.09.2011 | |||||||
| "Market-to market" |
Accrued interest |
"Market-to market" net of accrued interest |
Deferred tax assets |
Net Value | |||
| Opening balance | 1,129,176 | (198,575) | 930,601 | 246,609 | 683,992 | ||
| Increases / (decreases) | (235,688) | N/A | (39,289) | (10,412) | (28,877) | ||
| Closing balance | 893,488 | (2,176) | 891,312 | 236,198 | 655,114 |
As of 30 September 2012, the Company had contracted interest rate hedging instruments which fair value, calculated by the discounted cash flow method was as follows:
| Company | Funding covered | Start date | Maturity | Index | Notional | Fair value of financial instruments |
|---|---|---|---|---|---|---|
| Cofina,SGPS, S.A. | Bond loan | 28/09/2010 | 29/09/2014 Euribor 6M | 20,000,000 20,000,000 |
(970,045) (970,045) |
During the nine months period ended as of 30 September 2012 the amount of 364,175 Euro related with accrued interests that results from the difference between the hedged fixed interest rate and the index base engaged was recorded under the caption "Results related with derivative instruments".
The financial income and expenses for the nine months period ended as of 30 September 2012 and 2011 are made up as follows:
| 30.09.2012 | 30.09.2011 |
|---|---|
| 3,162,074 | 3,335,310 |
| 339,145 | 689,708 |
| 261,853 | 426,890 |
| 41,480 | 75,818 |
| 3,804,552 | 4,527,726 |
| 940,202 | 1,028,158 |
| 940,202 | 1,028,158 |
The caption "Gains and losses in associated companies" as of 30 September 2012 and 2011 is mainly due to the Group's appropriation of its share of the results in associate companies.
The caption "Gains and losses in other investments" as of 30 September 2011 can be detailed as follows:
| 30.09.2011 | |
|---|---|
| Gains in investments measured at fair value through profit and loss - ZON Multimédia | 133.540 |
| Dividends - ZON Multimédia | 1.486.400 |
| 1.619.940 |
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 well as with the gain that resulted from the disposal of shares that occurred in April and July of 2011.
The main balances with related parties as of 30 September 2012 and 2011 and the main transactions with related entities during the period then ended may be detailed as follows:
| 30.09.2012 | ||||
|---|---|---|---|---|
| Transactions | Sales and other income |
Services rendered | Acquisition of goods and services |
|
| Vasp - Sociedade de Transportes e Distribuições, Lda | 49,830,250 | - | 70,222 | |
| Destak Brasil Editora, S.A. | - 49,830,250 |
2,290,932 2,290,932 |
- 70,222 |
|
| Balances | Accounts receivable | Accounts payable | Sales to invoice | |
| Vasp - Sociedade de Transportes e Distribuições, Lda Destak Brasil Editora, S.A. |
108,753 833,860 |
201,775 - |
5,709,580 - |
|
| Destak Brasil – Empreendimentos e Participações, S.A. | - | 671,102 | - | |
| 2,442,613 | 872,877 | 5,709,580 | ||
| 30.09.2011 | ||||
|---|---|---|---|---|
| Transactions | Sales and other income |
Services rendered | Acquisition of goods and services |
|
| Vasp - Sociedade de Transportes e Distribuições, Lda Destak Brasil Editora, S.A. |
54,112,463 - 54,112,463 |
- 1,447,834 1,447,834 |
69,972 - 69,972 |
|
| Balances | Accounts receivable | Accounts payable | Sales to invoice | |
| Vasp - Sociedade de Transportes e Distribuições, Lda Destak Brasil Editora, S.A. Destak Brasil – Empreendimentos e Participações, S.A. |
90,932 949,340 - |
40,193 - 991,803 |
6,072,084 - - |
|
| 1,040,272 | 1,031,996 | 6,072,084 |
Sales and services rendered to associated companies during the nine months period ended as of 30 September 2012 and 2011 relate mainly 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.
The services rendered to associated companies during the periods ended September 30, 2012 and 2011 correspond to the sale of advertising of the subsidiary Adcom Media (Note 4).
Apart from companies included in the consolidation (Note 4), the parties considered to be related companies as of 30 September 2012, can be presented as follows:
AS OF 30 SEPTEMBER 2012
(Amounts expressed in Euro)
Cofina SGPS, S.A. Board of Directors was composed as follows as of 30 September 2012:
Paulo Jorge dos Santos Fernandes João Manuel Matos Borges de Oliveira Pedro Macedo Pinto de Mendonça Domingos José Vieira de Matos Ana Rebelo de Carvalho Menéres de Mendonça Pedro Miguel Matos Borges de Oliveira
As of 30 September 2012, Cofina had provided guarantees as follows:
As of 30 September 2012 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 692,000 Euro, mainly in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 32,500,000 Euro.
Earnings per share for the nine months period ended as of 30 September 2012 and 2011 were determined taking into consideration the following amounts:
| 30.09.2012 | 30.09.2011 | |
|---|---|---|
| Net profit / (loss) considered for the computation of basic and diluted earning |
2,222,306 | 5,381,480 |
| Weighted average number of shares used to compute the basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: Basic Diluted |
0.02 0.02 |
0.05 0.05 |
As of 30 September 2012, the Company 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.
According to the source and nature of the income generated by the Group, the following segments were considered:
Since the Group mainly operates in the domestic market, geographic segments are not presented.
The information for the periods ended as of 30 September 2012 and 2011 is detailed as follows:
| 30.09.2012 | New spapers | Magazines | Eliminations and consolidations adjustments |
Total |
|---|---|---|---|---|
| Net operating income | 66,736,544 | 18,864,685 | 85,601,229 | |
| Operating Cash-flow - EBITDA (a) | 12,149,245 | (809,863) | - | 11,339,382 |
| Operating profit | 9,804,569 | (861,658) | - | 8,942,911 |
| Eliminations and consolidations |
||||
| 30.09.2011 | New spapers | Magazines | adjustments | Total |
| Net operating income | 71,651,056 | 22,705,886 | - | 94,356,942 |
| Operating Cash-flow - EBITDA (a) | 15,097,079 | (727,021) | - | 14,370,058 |
| Operating profit | 12,474,186 | (910,072) | - | 11,564,114 |
(a) - Operating profit + amortisation and depreciation
The interim financial statements as of 30 September 2012 were approved by the Board of Directors for issuance on 7 November 2012
These consolidated financial statements are a translation of financial statements originally issued in Portuguese, in accordance with International Financial Reporting Standards (IFRS/IAS) and in accordance with the International Accounting Standard 34 – Interim Financial Reporting, some of which may not conform or be required to be generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
THE CHARTERED ACCOUNTANT THE BOARD OF DIRECTORS
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.