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Cofina SGPS

Quarterly Report Nov 29, 2012

9978_10-q_2012-11-29_0698373c-8a70-427a-9add-d08fea21b72f.pdf

Quarterly Report

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COFINA, SGPS, S.A. Public Company

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%

9 months Financial Statements

(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.

Newspaper Segment

(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

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

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS FOR THE PERIODS ENDED 30 SEPTEMBER 2012 AND 31 DECEMBER 2011 (Translation of financial statements originally issued in Portuguese - Note 18)

(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

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURES FOR THE NINE AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2012 AND 2011

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

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2012 AND 2011

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

Att
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)
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Tot
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Bal
f 1
Jan
201
1
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25,
641
,45
9
15,
874
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5
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(
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44,
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18,
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- - - 5,0
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193
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193
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Div
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dis
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- - - (
1,0
25,
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- (
)
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(
88,
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158
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Ch
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51,
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Se
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25,
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9
15,
874
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5
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144
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40,
537
,24
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81,
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11,
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,67
7
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12,
414
,03
7
Bal
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Jan
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- (
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,31
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2

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

The Chartered Accountant

The Board of Directors

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2012 AND 2011

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

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE AND THREE MONTHS PERIODS ENDED 30 SEMPTEMBER 2012 AND 2011 (Translation of financial statements originally issued in Portuguese - Note 18)

(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

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2012

(Amounts expressed in Euro)

1. INTRODUCTION

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.

2. BASIS OF PRESENTATION AND MAIN ACCOUNTING POLICIES

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.

3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF MISTAKES

During this period there were no changes in accounting policies nor were detected any material errors relating to previous periods.

4. INVESTMENTS

Consolidation perimeter

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.

Investments in associated companies

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.

5. GOODWILL

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.

6. INCOME TAXES

Deferred taxes

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

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.

7. CASH AND CASH EQUIVALENTS

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

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2012 (Amounts expressed in Euro)

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

8. LEASING

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

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2012 (Amounts expressed in Euro)

9. BANK AND OTHER LOANS

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 -

Bond loans

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:

  • Issuer Cofina, SGPS, S.A.;
  • Nominal value 50,000,000 Euros;

  • Maturity September 28, 2015;

  • Interest postponed, corresponding to 6 month Euribor plus a spread of 0.875%

Commercial paper

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.

Bank loans

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

10. DERIVATIVE FINANCIAL INSTRUMENTS

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".

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2012 (Amounts expressed in Euro)

11. FINANCIAL RESULTS

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.

12. RELATED PARTIES

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).

Related parties

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:

  • Altri, SGPS, S.A.
  • Alteria, SGPS, S.A.
  • Altri Energias Renováveis, SGPS, S.A.
  • Altri, Participaciones Y Trading, S.L.
  • Altri Sales, S.A.
  • Storax 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.

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

AS OF 30 SEPTEMBER 2012

(Amounts expressed in Euro)

  • Celbi Celulose da Beira Industrial, S.A.
  • Celbinave Tráfego e Estiva SGPS, Unipessoal, Lda.
  • Celtejo Empresa de Celulose do Tejo, S.A.
  • Celulose do Caima, SGPS, S.A.
  • Cofihold, SGPS, 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.
  • Altri Florestal, S.A.
  • Sociedade Imobiliária Porto Seguro Investimentos Imobiliários, S.A.
  • 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 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

13. RESPONSIBILTIES FOR GUARANTEES PROVIDED

As of 30 September 2012, Cofina had provided guarantees as follows:

  • a) Pledge over 88,883,450 shares of Cofina Media, SGPS, S.A. as a guarantee for an authorized overdraft, to a maximum of 8,000,000 Euro, granted by Banco BPI, S.A., which, as of 30 September 2012, was not being used.
  • b) Pledge with irrevocable powers of attorney over 88,883,450 shares of Cofina Media, SGPS, S.A. as a guarantee for a Commercial Paper Program structured by Banco BPI, S.A., amounting to 16,500,000 Euro as of 30 September 2012 (Note 9);
  • c) Pledge over 14,850 shares of Edisport Sociedade de Publicações, S.A., in favor of Portuguese tax authorities ("Direcção Geral de Contribuições e Impostos"), as a guarantee for the legal process related with the Corporate Income Tax inspection regarding year 2007.

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.

14. EARNINGS PER SHARE

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

15. SHARE CAPITAL

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.

16. SEGMENT INFORMATION

According to the source and nature of the income generated by the Group, the following segments were considered:

  • Newspapers
  • Magazines

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

17. FINANCIAL STATEMENTS APPROVAL

The interim financial statements as of 30 September 2012 were approved by the Board of Directors for issuance on 7 November 2012

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.

THE CHARTERED ACCOUNTANT THE BOARD OF DIRECTORS

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