Quarterly Report • Nov 28, 2013
Quarterly Report
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Head Office: Rua do General Norton de Matos, 68, r/c – Porto Fiscal Number 502 293 225 Share Capital: 25,641,459 Euro
3rd quarter '13 FINANCIAL INFORMATION (unaudited)
The consolidated financial information of Cofina for the 3rd quarter 2013, 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 2013 | 3Q 2012 | Var (%) 3Q13/3Q12 |
|---|---|---|---|
| Operating income | 27,560 | 29,547 | -6.7% |
| Circulation | 15,340 | 16,531 | -7.2% |
| Advertising | 8,457 | 9,114 | -7.2% |
| Alternative marketing products and others | 3,763 | 3,902 | -3.6% |
| Operating income by segments | 27,560 | 29,547 | -6.7% |
| Newspapers | 21,929 | 23,063 | -4.9% |
| Magazines | 5,631 | 6,484 | -13.2% |
| Operating expenses (a) | 23,562 | 25,168 | -6.4% |
| Consolidated EBITDA (b) | 3,998 | 4,378 | -8.7% |
| EBITDA margin | 14.5% | 14.8% | - 0.3 p.p. |
| Newspapers EBITDA | 3,906 | 4,369 | -10.6% |
| Newspapers EBITDA margin | 17.8% | 18.9% | - 1.1 p.p. |
| Magazines EBITDA | 92 | 9 | 922.2% |
| Magazines EBITDA margin | 1.6% | 0.1% | + 1.5 p.p. |
| Amortisation and depreciation (-) | 896 | 798 | 12.3% |
| EBIT | 3,102 | 3,580 | -13.4% |
| EBIT margin | 11.3% | 12.1% | - 0.9 pp |
| Net financial income | (440) | (833) | - |
| Income before taxes and non-controlling interests | 2,662 | 2,748 | -3.1% |
| Income taxes | 1,558 | 1,194 | 30.5% |
| Non-controlling interests | 50 | (22) | ss |
| Net consolidated profit / loss (c) | 1,054 | 1,576 | -33.1% |
(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 2013 was characterized by a reduction in the decrease rate of advertising revenue.
Therefore, in this context, total operating income reached approximately 27.6 million Euro, corresponding to a decrease of 7% in comparison with the last year's homologous period. This decrease was motivated by the reduction in circulation and advertising income (-7.2%), and by the reduction of 3.6% on the alternative marketing products income.
EBITDA recorded in this period amounted to approximately 4 million Euro, which corresponds to a decrease of 8.7% year on year. EBITDA margin reached 14.5%.
The net consolidated profit recorded in the third quarter of 2013 amounted to approximately 1 million Euro.
As of September 30, 2013, the nominal net debt of Cofina amounted to 74.8 million Euro.
| (amounts in thousand Euro) | 3Q 2013 | 3Q 2012 | Var (%) 3Q13/3Q12 |
|---|---|---|---|
| Consolidated operating income | 21,929 | 23,063 | -4.9% |
| Circulation | 11,929 | 12,656 | -5.7% |
| Advertising | 6,828 | 7,202 | -5.2% |
| Alternative marketing products and others | 3,172 | 3,205 | -1.0% |
| Operating expenses (a) | 18,023 | 18,694 | -3.6% |
| Consolidated EBITDA (b) | 3,906 | 4,369 | -10.6% |
| EBITDA margin | 17.8% | 18.9% | -1.1 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
The newspapers' segment of Cofina recorded, in the third quarter of 2013, a total income of 22 million Euro, which represents a decrease of 5% when compared with the last year's homologous period. Advertising income recorded a decrease of approximately 5.2%, reaching 6.8 million Euro; whilst circulation income dropped approximately 6%, having reached 11.9 million Euro. The alternative marketing products income recorded a decrease of 1%, reaching approximately 3.2 million Euro.
Therefore, EBITDA amounted, in the period under analysis, to 3.9 million Euro, a decrease of approximately 10.6%, when compared with last year's homologous period. EBITDA margin amounted to 17.8%.
During this period, the newspaper segment includes the results of the new TV cable channel "Correio da Manhã TV", which started broadcasting on March 17th, 2013.
Total income of this segment reached approximately 5.6 million Euro, reflecting a decrease of approximately 13% when compared to the homologous period of 2012.
| 3Q 2013 | 3Q 2012 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 3Q13/3Q12 | ||
| Consolidated operating income | 5,631 | 6,484 | -13.2% |
| Circulation | 3,411 | 3,874 | -12.0% |
| Advertising | 1,629 | 1,912 | -14.8% |
| Alternative marketing products and others | 591 | 698 | -15.3% |
| Operating expenses (a) | 5,539 | 6,475 | -14.5% |
| Consolidated EBITDA (b) | 92 | 9 | - |
| EBITDA margin | 1.6% | 0.1% | + 1.5 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 3.4 million Euro, while advertising revenue decreased approximately 15%. The alternative marketing products income recorded a decrease of 15%.
As a result of the deepening of the costs' reduction strategy, operational costs reduced by, approximately, 0.94 million Euro, amount that was lower than the reduction recorded in revenue, which amounted to 0.85 million Euro.
EBITDA of magazines segment, recorded in the third quarter of 2013, was 92 thousand Euro.
| (amounts in thousand Euro) | 9M 2013 | 9M 2012 | Var (%) 9M13/9M12 |
|---|---|---|---|
| Operating income | 78,592 | 85,602 | -8.2% |
| Circulation | 43,042 | 46,231 | -6.9% |
| Advertising | 25,111 | 29,115 | -13.8% |
| Alternative marketing products and others | 10,439 | 10,256 | 1.8% |
| Operating income by segments | 78,592 | 85,602 | -8.2% |
| Newspapers | 62,537 | 66,737 | -6.3% |
| Magazines | 16,055 | 18,865 | -14.9% |
| Operating expenses (a) | 68,847 | 74,263 | -7.3% |
| Consolidated EBITDA (b) | 9,745 | 11,339 | -14.1% |
| EBITDA margin | 12.4% | 13.2% | - 0.8 p.p. |
| Newspapers | 10,601 | 12,149 | -12.7% |
| Newspapers EBITDA margin | 17.0% | 18.2% | - 1.3 p.p. |
| Magazines | -856 | -810 | - |
| Magazines EBITDA margin | -5.3% | -4.3% | - 1.0 p.p. |
| Amortisation and depreciation (-) | 2,696 | 2,396 | 12.5% |
| EBIT | 7,049 | 8,943 | -21.2% |
| EBIT margin | 9.0% | 10.4% | - 1.5 pp |
| Net financial income | (2,069) | (3,062) | - |
| Income before taxes and non-controlling interests | 4,980 | 5,881 | -15.3% |
| Income taxes | 3,415 | 3,634 | -6.0% |
| Non-controlling interests | 11 | 25 | -56.0% |
| Net consolidated profit / loss (c) | 1,554 | 2,222 | -30.1% |
(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 terms of accumulated amounts, during the first nine months of 2013, income reached, approximately, 78.6 million Euro, a decrease of approximately 8%, when compared with last year's homologous period. EBITDA amounted to 9.7 million Euro (-14%) and net profit obtained amounted to, approximately, 1.6 million Euro, corresponding to a decrease of 30%.
Oporto, October 30, 2013
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
| ASSETS | Notes | 30.09.2013 | 31.12.2012 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 8.291.128 | 8.176.586 | |
| Goodwill | 5 | 93.129.042 | 93.404.086 |
| Intangible assets | 131.348 | 482.911 | |
| Investments in associated companies | 4 | 3.704.834 | 3.426.665 |
| Investments held for sale | 4 | 8.570 | 8.570 |
| Deferred tax assets | 6 | 3.960.908 | 5.588.538 |
| Total non current assets | 109.225.830 | 111.087.356 | |
| CURRENT ASSETS | |||
| Inventories | 1.542.541 | 2.076.687 | |
| Customers | 8.270.665 | 7.104.462 | |
| State and other public entities | 368.360 | 329.043 | |
| Other current debtors | 1.108.916 | 387.951 | |
| Other current assets | 6.857.660 | 5.681.196 | |
| Investments recorded at fair value through profit and loss | - | 9.066 | |
| Cash and cash equivalents | 7 | 8.173.587 | 15.741.207 |
| Total current assets | 26.321.729 | 31.329.612 | |
| TOTAL ASSETS | 135.547.559 | 142.416.968 | |
| EQUITY AND LIABILITIES | |||
| SHAREHOLDERS' FUNDS Share capital |
8 | 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 | (34.256.045) | (36.913.812) | |
| Consolidated net profit/(loss) for the period attributable to the parent company | 1.553.943 | 3.986.740 | |
| Equity attributable to equity holder of the parent company | 14.223.336 | 13.998.366 | |
| Non-controlling interests | 658.203 | 739.995 | |
| TOTAL EQUITY | 14.881.539 | 14.738.361 | |
| LIABILITIES | |||
| NON CURRENT LIABILITIES | |||
| Other loans | 9 | 10.000.000 | 13.000.000 |
| Pension liabilities | 434.562 | 434.562 | |
| Other non current creditors Provisions |
10 | 52.108 7.275.830 |
483.843 6.429.560 |
| Total non current liabilities | 17.762.500 | 20.347.965 | |
| CURRENT LIABILITIES | |||
| Bank loans | 9 | 7.503.076 | 9.855.532 |
| Other loans | 9 | 63.864.405 | 66.033.119 |
| Derivatives | 11 | 492.210 | 992.890 |
| Suppliers State and other public entities |
7.751.839 2.879.427 |
8.716.589 2.637.194 |
|
| Other current creditors | 10 | 8.568.148 | 8.025.213 |
| Other current liabilities | 11.844.415 | 11.070.105 | |
| Total current liabilities | 102.903.520 | 107.330.642 | |
| TOTAL LIABILITIES | 120.666.020 | 127.678.607 | |
| TOTAL EQUITY AND LIABILITIES | 135.547.559 | 142.416.968 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
| Notes | 30.09.2013 | 30.09.2012 | 3rd quarter 2013 |
3rd quarter 2012 |
|
|---|---|---|---|---|---|
| Sales | 43.042.239 | 45.974.943 | 15.340.007 | 16.455.593 | |
| Services rendered | 25.111.382 | 29.442.310 | 8.457.458 | 9.320.853 | |
| Other operating income | 10.438.701 | 10.183.976 | 3.762.557 | 3.770.491 | |
| Cost of sales | (11.749.946) | (13.618.580) | (4.052.810) | (4.726.270) | |
| External supplies and services | (31.871.742) | (34.831.684) | (11.240.374) | (11.849.603) | |
| Payroll expenses | (24.647.305) | (24.853.498) | (8.106.076) | (8.293.678) | |
| Amortisation and depreciation | (2.696.260) | (2.396.471) | (896.657) | (798.296) | |
| Provisions and impairment losses | (463.036) | (630.015) | (184.031) | (140.180) | |
| Other operating expenses | (115.234) | (328.070) | 21.633 | (158.549) | |
| Financial expenses | 12 | (2.537.608) | (4.168.727) | (655.749) | (1.120.190) |
| Financial income | 12 | 468.966 | 1.106.546 | 216.391 | 287.606 |
| Profit / (loss) before income tax | 4.980.157 | 5.880.730 | 2.662.349 | 2.747.777 | |
| Income tax | 6 | (3.415.436) | (3.633.251) | (1.558.588) | (1.193.568) |
| Net consolidated profit / (loss) for the period | 1.564.721 | 2.247.479 | 1.103.761 | 1.554.209 | |
| Attributable to: | |||||
| Shareholders of the parent company | 1.553.943 | 2.222.306 | 1.053.633 | 1.576.252 | |
| Non-controlling interests | 10.778 | 25.173 | 50.128 | (22.043) | |
| Earnings per share: | |||||
| Basic | 15 | 0,02 | 0,02 | 0,01 | 0,02 |
| Diluted | 15 | 0,02 | 0,02 | 0,01 | 0,02 |
The accompanying notes form an 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 c o e qu s o e p are om pan y |
||||||||
|---|---|---|---|---|---|---|---|---|
| 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 2 anc e a s o uar y |
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 |
| f co t fo Ap iatio lida ted t re sul r 20 11: pro pr n o nso ne |
||||||||
| Tra nsf tain ed nin er t o re ear gs |
- | - | - | 4.8 12. 155 |
( 4.8 12. 155 ) |
- | - | - |
| Div ide nds dis trib ute d |
- | - | - | ( ) 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 |
||||||||
| of n ine nth ndi at 3 0 S ber 20 12 ept mo s e ng em |
- | - | - | 35. 948 |
2.2 22. 306 |
2.2 58. 254 |
25. 173 |
2.2 83. 427 |
| f 30 Se Bal pte mb er 2 012 anc e a s o |
25. 641 .45 9 |
15. 874 .83 5 |
5.4 09. 144 |
( 7) 36. 807 .85 |
2.2 22. 306 |
12. 339 .88 7 |
755 .31 5 |
13. 095 .20 2 |
| Bal f 1 Jan 201 3 anc e a s o uar y |
25. 641 .45 9 |
15. 874 .83 5 |
5.4 09. 144 |
( 2) 36. 913 .81 |
3.9 86. 740 |
13. 998 .36 6 |
739 .99 5 |
14. 738 .36 1 |
| Ap iatio f co lida ted sul t fo r 20 12: t re pro pr n o nso ne |
||||||||
| Tra nsf tain ed nin er t o re ear gs |
- | - | - | 3.9 86. 740 |
( ) 3.9 86. 740 |
- | - | - |
| Div ide nds dis trib d ute |
- | - | - | ( 1.0 25. 658 ) |
- | ( 1.0 25. 658 ) |
( 39. 375 ) |
( 1.0 65. 033 ) |
| Ch in r nd ntro lling int sts ang es ese rve s a non -co ere : |
||||||||
| Bus ine Co mb ina tion ss s |
- | - | - | ( 264 .07 3) |
- | ( 3) 264 .07 |
( 927 ) 55. |
( 320 .00 0) |
| Oth han er c ges |
- | - | - | ( ) 31. 519 |
- | ( ) 31. 519 |
2.7 32 |
( ) 28. 787 |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
||||||||
| 0 S of n ine nth ndi at 3 ept ber 20 13 mo s e ng em |
- | - | - | ( 23) 7.7 |
1.5 53. 943 |
1.5 46. 220 |
10. 778 |
1.5 56. 998 |
| Bal f 30 Se mb pte er 2 013 anc e a s o |
25. 641 .45 9 |
15. 874 .83 5 |
5.4 09. 144 |
( 5) 34. 256 .04 |
1.5 53. 943 |
14. 223 .33 6 |
658 .20 3 |
14. 881 .53 9 |
The accompanying notes form an integral part of the consolidated financial statements.
The Board of Directors
| Notes | 30.09.2013 | 30.09.2012 | 3rd quarter 2013 |
3rd quarter 2012 |
|
|---|---|---|---|---|---|
| Profit / (loss) for the period | 1.564.721 | 2.247.479 | 1.103.761 | 1.554.209 | |
| Other comprehensive income: | |||||
| Items that will be reclassified to net income: | |||||
| Exchange differences arising on translation of foreign operations | (282.468) | 86.401 | (115.171) | 21.845 | |
| Changes in cash-flows hedges' fair value | 11 | 274.745 | (50.453) | 73.881 | (43.126) |
| (7.723) | 35.948 | (41.290) | (21.281) | ||
| Total comprehensive income for the period | 1.556.998 | 2.283.427 | 1.062.471 | 1.532.928 | |
| Attributable to: | |||||
| Shareholders of the parent company | 1.546.220 | 2.258.254 | 1.012.343 | 1.554.971 | |
| Non-controlling interests | 10.778 | 25.173 | 50.128 | (22.043) |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
(Amounts expressed in Euro)
| Notes | 30.09.2013 | 30.09.2012 | 3rd quarter 2013 | 3rd quarter 2012 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Operating activities | |||||||||
| Cash flow from operating activities (1) | 6.980.890 | 9.708.095 | 2.277.372 | 5.811.006 | |||||
| Investment activities | |||||||||
| Collections relating to: | |||||||||
| Fixed assets | 379.797 | - | 379.797 | - | |||||
| Interest and similar income | 152.025 | 1.192.846 | 12.545 | 217.257 | |||||
| Loans granted | - | 197.400 | - | - | |||||
| Dividends | 100.000 | 631.822 | - | 1.390.246 | - | 392.342 | - | 217.257 | |
| Payments relating to: | |||||||||
| Investments | 7 | (255.000) | (100.000) | (15.000) | - | ||||
| Tangible assets | (2.863.462) | (643.279) | (301.889) | (68.105) | |||||
| Intangible assets | (475.746) | (3.594.208) | (291.101) | (1.034.380) | (155.614) | (472.503) | (89.010) | (157.115) | |
| Cash flow from investment activities (2) | (2.962.386) | 355.866 | (80.161) | 60.142 | |||||
| Financing activities | |||||||||
| Collections relating to: | |||||||||
| Loans obtained | 5.000.000 | 5.000.000 | 20.000.000 | 20.000.000 | 5.000.000 | 5.000.000 | - | - | |
| Payments relating to: | |||||||||
| Interest and similar costs | (3.932.698) | (4.325.918) | (2.366.916) | (1.540.168) | |||||
| Lease contracts | (760.138) | (956.132) | (174.460) | (347.834) | |||||
| Dividends | (1.025.658) | (1.025.658) | - | - | |||||
| Loans obtained | (7.750.000) | (25.763.698) | (2.350.000) | (3.550.303) | |||||
| Supplementary capital | - | (13.468.494) | - | (32.071.406) | - | (4.891.376) | - | (5.438.305) | |
| Cash flow from financing activities (3) | (8.468.494) | (12.071.406) | 108.624 | (5.438.305) | |||||
| Cash and its equivalents at the beginning of the period | 7 | 9.002.300 | 12.203.133 | 2.246.475 | 9.817.299 | ||||
| Changes in exchange rates | - | 53.986 | - | (468) | |||||
| Variation of cash and its equivalents: (1)+(2)+(3) | (4.449.990) | (2.007.445) | 2.305.835 | 432.843 | |||||
| Cash and its equivalents at the end of the period | 7 | 4.552.310 | 10.249.674 | 4.552.310 | 10.249.674 |
The accompanying notes form an integral part of the consolidated financial statements.
The Chartered Accountant The Board of Directors
Translation of financial statements originally issued in Portuguese - Note 19
(Amounts expressed in Euro)
Cofina, SGPS, S.A. ("Cofina" or "Company"), is a public capital company, with headquarters located at Rua General Norton de Matos, 68, r/c, in Porto, and is the Parent company of a group of companies detailed in Note 4, commonly designated as "Cofina Group" which develop their activity in the media sector, mainly dedicated to written press. Its shares are listed in the NYSE Euronext Lisbon Stock Exchange.
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", "TV Guia", "Flash!" and "GQ", among others.
During the nine month period ended as of 30 September 2013, the Group developed its activity mainly in Portugal, having also some interests in Brazil through the investment in Destak Brasil and in the subsidiary Adcom Media (Note 4).
Cofina Group consolidated financial statements are expressed in Euro (rounded to the nearest unit). This is the currency used by the Group in its operations and as so, considered the functional currency. The operations of the foreign group companies whose functional currency is not the Euro are translated to Euro using the exchange rates in force at the balance sheet date. 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.
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 2013 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 2012.
During this period there were no changes in accounting policies nor were detected any material errors relating to previous periods.
Translation of financial statements originally issued in Portuguese - Note 19
(Amounts expressed in Euro)
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 2013 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent Company: Cofina, SGPS, S.A. |
Porto | Investment management | |
| Efe Erre Participações, SGPS, S.A. ("FR") | Porto | 100% | Investment management |
| Cofina Media Group | |||
| Cofina Media, SGPS, S.A. ("Cofina Media") | Lisbon | 100% | Investment management |
| Presselivre – Imprensa Livre, S.A. ("Presselivre") | Lisbon | 99.44% | Newspapers and magazine publication |
| Edisport – Sociedade de Publicações, S.A. ("Edisport") |
Lisbon | 100% | Newspapers publication |
| Edirevistas – Sociedade Editorial, S.A. ("Edirevistas") |
Lisbon | 99.46% | Magazines publication |
| Mediafin, SGPS, S.A. ("Mediafin") | Lisbon | 100% | Investment management |
| Metronews – Publicações, S.A. ("Metronews") | Lisbon | 59% | 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 | 100% | 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") (a) |
Lisbon | 100% | Events promotion and organization |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") |
São Paulo, Brazil | 80% | Communication and advertising services |
(a) During the period of nine months ended on September 30, 2013, Cofina Group acquired an additional percentage of 30% in Cofina Eventos share capital.
During the period of nine months ended on September 30, 2013, Cofina B.V., with headquarters in the Netherlands, was settled. This operation had no material impact in 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 2013 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity | |
|---|---|---|---|---|
| Direct | Indirect | |||
| VASP – Sociedade de Transportes e Distribuições, Lda. | Lisbon | 33.33% | - | Publications distribution |
| Destak Brasil – Empreendimentos e Participações, S.A. | São Paulo, 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 |
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 accumulated impairment losses.
(Amounts expressed in Euro)
The acquisition cost of the associated companies and their book value as of 30 September 2013 are as follows:
| Designation | Acquisition cost |
Book value |
Equity | Net result |
|---|---|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 3,704,334 | € 11,113,004 | € 924,826 |
| Destak Brasil – Editora, S.A. (a) | - | - | R\$ (1,265,873) | R\$ 502,301 |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 299,064 | € 500 | R\$ 273,240 | R\$ 380,043 |
| Mercados Globais – Publicação de Conteúdos, Lda. | € 72,000 | - | (b) | (b) |
(a) – investment held by the associated Destak Brasil – Empreendimentos e Participações, S.A.
(b) – non available financial information.
As of 30 September 2013 and 31 December 2012 the caption "Investments in associated companies" can be detailed as follows:
| 30.09.2013 | 31.12.2012 | |
|---|---|---|
| Financial Investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 3,704,334 | 3,426,165 |
| Destak Brasil – Empreendimentos e Participações, S.A. | 154,535 | 154,535 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 3,930,869 | 3,652,700 | |
| Accumulated impairment losses on investments in associated companies | (226,035) | (226,035) |
| 3,704,834 | 3,426,665 |
As of 30 September 2013 and 31 December 2012 the Group has available for sale investments corresponding to minority investments in unlisted companies, for which the Group has recorded impairment losses in previous periods, showing on those dates a net amount of 8,570 Euro. As of 30 September 2013 and 31 December 2012, the total value of investments for which impairments of the same amount were recorded amounts to 877,942 Euro.
During the nine months period ended as of 30 September 2013 and 2012, the movement in the caption "Goodwill" fully refers to the changes in exchange rates in the nine months period then ended of the Goodwill of the subsidiary Adcom Media.
(Amounts expressed in Euro)
The movement occurred in deferred tax assets in the nine months periods ended as of 30 September 2013 and 2012 was as follows:
| 30.09.2013 | 30.09.2012 | |
|---|---|---|
| Opening balance | 5,588,538 | 7,512,008 |
| Effects in the income statement: | ||
| Increase/(Decrease) in tax losses carried forward | 14,257 | 43,102 |
| Prior year tax correction following changes in tax rules Effects in equity: |
(1,542,829) | (1,542,829) |
| Fair value of derivate instruments | (99,058) | 18,190 |
| Closing balance | 3,960,908 | 6,030,471 |
Tax expenses recorded in the income statement for the nine months period ended as of 30 September 2013 and 2012 are detailed as follows:
| 30.09.2013 | 30.09.2012 | |
|---|---|---|
| Current Tax | ||
| Income tax for the period | 838,719 | 1,704,754 |
| Excess/(Insufficiency) of prior years income tax | 42,145 | (171,230) |
| Additional assessment tax | 1,006,000 | 600,000 |
| Deferred taxes | 1,528,572 | 1,499,727 |
| 3,415,436 | 3,633,251 |
As of 30 September 2013, disputes with the Portuguese tax authorities ("Autoridade Tributária e Aduaneira") were still in progress following a Corporate Income Tax inspection with an amount of, approximately, 13 million Euro being challenged by the tax authorities. In order to cope with these disputes, the Group recorded provisions in the amount of 6,306,000 Euro (1,006,000 Euro in the nine months period ended as of September 30, 2013), which correspond to the best estimate made by the Board of Directors, supported by their legal and tax advisers, of the impact that might outcome from the ongoing tax claims.
As of 30 September 2013, as of 31 December 2012 and as of 30 September 2012, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.09.2013 | 31.12.2012 | 30.09.2012 | |
|---|---|---|---|
| Cash | 77,524 | 70,108 | 82,270 |
| Bank deposits repayable on demand | 5,095,063 | 13,910,726 | 8,050,858 |
| Bank deposits repayable in less than 3 months | 3,001,000 | 1,760,373 | 8,352,000 |
| Cash and cash equivalents in accordance with the balance sheet | 8,173,587 | 15,741,207 | 16,485,128 |
| Bank overdrafts (Note 9) | (3,621,277) | (6,738,907) | (6,235,454) |
| Cash and cash equivalents | 4,552,310 | 9,002,300 | 10,249,674 |
Translation of financial statements originally issued in Portuguese - Note 19
(Amounts expressed in Euro)
During the nine months period ended as of 30 September 2013, payments relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Cofina - Eventos e Comunicação S.A. (*) | 320,000 | 255,000 |
| 320,000 | 255,000 | |
(*) acquisition of an additional investment of 30% in share capital
During the nine months period ended as of 30 September 2012, payments relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Adcom Media – Anúncios e Publicidade S.A. (*) | 300,000 | 100,000 |
| 300,000 | 100,000 | |
| (*) acquired in previous periods |
As of 30 September 2013, 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.
As of 30 September 2013 and 31 December 2012, the caption "Bank loans" was made up as follows:
| 30.09.2013 | |||||||
|---|---|---|---|---|---|---|---|
| Book value | Nominal Value | ||||||
| Current | Non Current | Current | Non Current | ||||
| Bank overdrafts (Note 7) | 3,621,277 | - | 3,621,277 | - | |||
| Bank loans | 3,881,799 | 10,000,000 | 3,750,000 | 10,000,000 | |||
| 7,503,076 | 10,000,000 | 7,371,277 | 10,000,000 | ||||
| 31.12.2012 | |||||||
| Book value | Nominal Value | ||||||
| Current | Non Current | Current | Non Current | ||||
| Bank overdrafts (Note 7) | 6,738,907 | - | 6,738,907 | - | |||
| Bank loans | 3,116,625 | 13,000,000 | 3,000,000 | 13,000,000 | |||
| 9,855,532 | 13,000,000 | 9,738,907 | 13,000,000 |
(Amounts expressed in Euro)
As of 30 September 2013 and 31 December 2012, the caption "Other loans" was made up as follows:
| 30.09.2013 | ||||||
|---|---|---|---|---|---|---|
| Book value | Nominal Value | |||||
| Current | Non Current | Current | Non Current | |||
| Bond loans | 48,313,534 | - | 50,000,000 | - | ||
| Commercial paper | 15,550,871 | - | 15,600,000 | - | ||
| 63,864,405 | - | 65,600,000 | - | |||
| 31.12.2012 | ||||||
| Book value | Nominal Value | |||||
| Current | Non Current | Current | Non Current | |||
| Bond loans | 49,947,225 | - | 50,000,000 | - | ||
| Commercial paper | 16,085,894 | - | 16,100,000 | - | ||
| 66,033,119 | - | 66,100,000 | - |
As of 30 September 2013 this caption was made up of a loan called "Bonds Cofina - 2013/2019", 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 48,313,534 Euro. This loan, according to its terms, matures on September 28, 2019. 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 2019), 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:
Additionally, as of 27 September 2013, Cofina SGPS acquired, all bonds representing the bond loan denominated "OBRIGAÇÕES COFINA SGPS – 2007/2015", in the amount of 50 million Euro, having proceeded to its early repayment. This operation is intended to expand the debt maturity profile.
The liability caption "Commercial paper" relates to two commercial paper programs, in the maximum amounts of 16,000,000 Euro and 5,000,000 Euro, with guaranteed subscription by the banks. These commercial paper programs mature in January 2014 and September 2016, respectively, and bear interest at market rates.
Regarding the second commercial paper program, with maturity as of September 25, 2016, as it can be terminated by any of the parts, in each annual term date of the program, it was classified as current.
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.
(Amounts expressed in Euro)
The reimbursement of the nominal value of the bank loan is as follows:
| 30.09.2013 | |
|---|---|
| 2014 | 1,000,000 |
| 2015 | 4,000,000 |
| 2016 | 5,000,000 |
| 10,000,000 | |
| Short term | 3,750,000 |
| 13,750,000 |
As of 30 September 2013 and 31 December 2012, the amounts payable to fixed asset suppliers relating to financial lease contracts were classified in captions "Other non-current creditors" and "Other current creditors" and have the following reimbursement plan:
| 30.09.2013 | 31.12.2012 | |
|---|---|---|
| Year n+1 | 25,605 | 446,079 |
| Year n+2 | 21,084 | 10,294 |
| Year n+3 | 5,419 | 22,993 |
| Year n+4 | - | 4,477 |
| Year n+5 and subsequent years | - | - |
| 52,108 | 483,843 | |
| Short term | 600,470 | 914,240 |
| 652,578 | 1,398,083 | |
As of 30 September 2013, this caption is made of interest rate swaps related to the Group's financing loans. As these derivatives fulfil 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 periods ended as of 30 September 2013 and 2012 can be presented as follows:
(Amounts expressed in Euro)
| 30.09.2013 | |||||
|---|---|---|---|---|---|
| Market-to-market | |||||
| "Market-to | Accrued | net of accrued | Deferred | ||
| market" | interest | interest | tax assets | Net Value | |
| Opening balance | 992.890 | (126.878) | 866.012 | 229.493 | 636.519 |
| Increases / (decreases) | (500.680) | N/A | (373.802) | (99.057) | (274.745) |
| Closing balance | 492.210 | - | 492.210 | 130.437 | 361.773 |
| 30.09.2012 | |||||
| Market-to-market | |||||
| "Market-to | Accrued | net of accrued | Deferred | ||
| market" | interest | interest | 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 |
As of 30 September 2013, 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 | (492,210) | |
| 20,000,000 | (492,210) |
The financial income and expenses for the nine months periods ended as of 30 September 2013 and 2012 are made up as follows:
| 30.09.2013 | 30.09.2012 | |
|---|---|---|
| Financial expenses | ||
| Interest paid | 1,687,741 | 3,162,074 |
| Interests related with derivatives | 374,534 | 364,175 |
| Commissions | 424,731 | 339,145 |
| Other financial expenses | 50,602 | 303,333 |
| 2,537,608 | 4,168,727 | |
| Financial income | ||
| Interest received | 90,797 | 940,202 |
| Gains and losses in associated companies | ||
| Equity Method | 378,169 | 166,344 |
| 468,966 | 1,106,546 |
Translation of financial statements originally issued in Portuguese - Note 19
(Amounts expressed in Euro)
The main balances with related parties as of 30 September 2013 and 2012 and the main transactions with related entities during the periods then ended may be detailed as follows:
| 30.09.2013 | |||
|---|---|---|---|
| Transactions | Sales and other income |
Services rendered | Acquisition of goods and services |
| VASP – Sociedade de Transportes e Distribuições, Lda. Destak Brasil Editora, S.A. |
44,502,883 - |
- 2,652,181 |
474,064 - |
| 44,502,883 | 2,652,181 | 474,064 | |
| Balances | Accounts receivable |
Accounts payable | Sales to invoice |
| VASP – Sociedade de Transportes e Distribuições, Lda. Destak Brasil Editora, S.A. |
53,599 1,212,008 |
189,113 - |
5,205,000 - |
| Destak Brasil - Empreendimentos e Participações, S.A. | - | 529,100 | - |
| 1,265,606 | 718,213 | 5,205,000 | |
| 30.09.2012 | |||
| Transactions | Sales and other income |
Services rendered | Acquisition of goods and services |
| VASP – Sociedade de Transportes e Distribuições, Lda. Destak Brasil Editora, S.A. |
49,830,250 - |
- 2,290,932 |
70,222 - |
| 49,830,250 | 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. Destak Brasil - Empreendimentos e Participações, S.A. |
108,753 833,860 - |
201,775 - 671,102 |
5,709,580 - - |
| 942,613 | 872,877 | 5,709,580 |
Sales and services rendered to associated companies during the nine months periods ended as of 30 September 2013 and 2012 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 nine months periods ended as of 30 September, 2013 and 2012 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 2013, can be presented as follows:
Translation of financial statements originally issued in Portuguese - Note 19
(Amounts expressed in Euro)
Cofina SGPS, S.A. Board of Directors, as of 30 September 2013, was composed as follows:
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 2013, Cofina had provided guarantees as follows:
Translation of financial statements originally issued in Portuguese - Note 19
(Amounts expressed in Euro)
As of 30 September 2013 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 600,000 Euro, mainly relating to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 38,500,000 Euro.
Earnings per share for the nine months period ended as of 30 September 2013 and 2012 were determined as follow:
| 30.09.2013 | 30.09.2012 | |
|---|---|---|
| Net profit considered to compute basic and diluted earnings | 1,553,943 | 2,222,306 |
| Weighted average number of shares used to compute basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: | ||
| Basic | 0.02 | 0.02 |
| Diluted | 0.02 | 0.02 |
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 nine months periods ended as of 30 September 2013 and 2012 is detailed as follows:
| Eliminations and | ||||
|---|---|---|---|---|
| consolidations | ||||
| 30.09.2013 | New spapers | Magazines | adjustments | Total |
| Net operating income | 62,537,412 | 16,054,910 | - | 78,592,322 |
| Operating Cash-flow - EBITDA (a) | 10,601,043 | (855,984) | - | 9,745,059 |
| Operating profit | 7,935,824 | (887,025) | - | 7,048,799 |
| Eliminations and consolidations |
||||
|---|---|---|---|---|
| 30.09.2012 | New spapers | Magazines | 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 |
(a) - Operating profit + amortisation and depreciation
Relating to the year 2012, the Board of Directors proposed, in its annual report, that the net individual loss of Cofina, S.G.P.S., S.A., in the amount of 23,920,619.90 Euro to be transferred to caption "Retained earnings", having that proposal been approved in the General Shareholders' Meeting held on 18 April 2013.
Furthermore, the Board of Directors, also proposed the distribution of dividends amounting to 1,025,658.36 Euro, which corresponds to a dividend of 0.01 Euro per share. This dividend was also approved in the General Shareholders Meeting held on 18 April 2013.
AS OF 30 SEPTEMBER 2013
Translation of financial statements originally issued in Portuguese - Note 19
(Amounts expressed in Euro)
The interim financial statements as of September 30, 2013 were approved by the Board of Directors and authorized for issuance on 24 October, 2013.
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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