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Cofina SGPS

Quarterly Report Nov 28, 2013

9978_10-q_2013-11-28_804d6d6a-236f-4033-94c3-e966f2c575e0.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

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.

Newspapers' segment

(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.

Magazines' segment

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.

9 months financial statements

(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

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF FINANCIAL INFORMATION FOR THE PERIODS ENDED 30 SEPTEMBER 2013 AND 31 DECEMBER 2012

(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

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURES FOR THE NINE AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2013 AND 2012

(Translation of financial statements originally issued in Portuguese - Note 19) (Amounts expressed in Euro)

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2013 AND 2012

(Translation of financial statements originally issued in Portuguese - Note 19) (Amounts expressed in Euro)

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The accompanying notes form an 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 2013 AND 2012

(Translation of financial statements originally issued in Portuguese - Note 19)

(Amounts expressed in Euro)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE AND THREE MONTHS PERIODS ENDED 30 SEPTEMBER 2013 AND 2012 (Translation of financial statements originally issued in Portuguese - Note 19)

(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

AS OF 30 SEPTEMBER 2013

Translation of financial statements originally issued in Portuguese - Note 19

(Amounts expressed in Euro)

1. INTRODUCTION

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.

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 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.

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.

AS OF 30 SEPTEMBER 2013

Translation of financial statements originally issued in Portuguese - Note 19

(Amounts expressed in Euro)

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 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.

COFINA, S.G.P.S., S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2013 Translation of financial statements originally issued in Portuguese - Note 19

(Amounts expressed in Euro)

Investments in associated companies

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

Investments available for sale

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.

5. GOODWILL

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.

AS OF 30 SEPTEMBER 2013

Translation of financial statements originally issued in Portuguese - Note 19

(Amounts expressed in Euro)

6. INCOME TAXES

Deferred taxes

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

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.

7. CASH AND CASH EQUIVALENTS

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

AS OF 30 SEPTEMBER 2013

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

8. SHARE CAPITAL

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.

9. BANK AND OTHER LOANS

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

AS OF 30 SEPTEMBER 2013

Translation of financial statements originally issued in Portuguese - Note 19

(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 -

Bond loans

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:

  • Issuer Cofina, SGPS, S.A.;
  • Nominal value 50,000,000 Euro;
  • Subscription date September 27, 2013;
  • Maturity September 28, 2019;
  • Reimbursement at par, on interest payment dates, in three equal instalments, as of 28 September 2017, 28 September 2018 and 28 September 2019.
  • Interest postponed, corresponding to 6 month Euribor plus a spread of 3.8%.

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.

Commercial paper

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.

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 2013

Translation of financial statements originally issued in Portuguese - Note 19

(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

10. LEASING

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

11. DERIVATIVE FINANCIAL INSTRUMENTS

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:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 2013

Translation of financial statements originally issued in Portuguese - Note 19

(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)

12. FINANCIAL RESULTS

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

AS OF 30 SEPTEMBER 2013

Translation of financial statements originally issued in Portuguese - Note 19

(Amounts expressed in Euro)

13. RELATED PARTIES

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).

Related parties

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:

  • 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 2013

Translation of financial statements originally issued in Portuguese - Note 19

(Amounts expressed in Euro)

  • Caima Indústria de Celulose, S.A.
  • Actium Capital, SGPS, S.A.
  • Captaraíz Unipessoal, Lda.
  • Celbi Celulose da Beira Industrial, S.A.
  • Celbinave Tráfego e Estiva SGPS, Unipessoal, Lda.
  • Celtejo Empresa de Celulose do Tejo, S.A.
  • 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.
  • Jardins de França, S.A.
  • Livre Fluxo, SGPS, S.A.
  • Malva Gestão Imobiliária, S.A.
  • Pedro Frutícola, Sociedade Frutícola, S.A.
  • Prestimo Prestígio Imobiliário, S.A.
  • Promendo, SGPS, 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, 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

14. RESPONSIBILTIES FOR GUARANTEES PROVIDED

As of 30 September 2013, 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 outstanding debt, as of September 30, 2013 amounts to 2,487,611 Euro.
  • 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 10,600,000 Euro as of 30 September 2013 (Note 9);
  • c) Pledge of 14,850 shares of Edisport Sociedade de Publicações, S.A., in favour of Portuguese tax authorities ("Autoridade Tributária e Aduaneira"), as a guarantee for tax claims.

AS OF 30 SEPTEMBER 2013

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.

15. EARNINGS PER SHARE

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

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 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

17. NET PROFIT / (LOSS) APPROPRIATION

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)

18. FINANCIAL STATEMENTS APPROVAL

The interim financial statements as of September 30, 2013 were approved by the Board of Directors and authorized for issuance on 24 October, 2013.

19. 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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