Quarterly Report • May 31, 2013
Quarterly Report
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Head Office: Rua do General Norton de Matos, 68, r/c – Porto Pessoa Colectiva Número 502 293 225 Share Capital: 25,641,459 Euro
1st quarter '13 FINANCIAL INFORMATION (Non audited)
The consolidated financial information of Cofina, prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards (IFRS), can be presented as follows:
| (amounts in thousand Euro) | 1Q 2013 | 1Q 2012 | Var (%) |
|---|---|---|---|
| Operating income | 24,600 | 26,372 | 1Q13/1Q12 -6.7% |
| Circulation | 13,914 | 14,796 | -6.0% |
| Advertising | 7,953 | 9,372 | -15.1% |
| Alternative marketing products and others | 2,733 | 2,204 | 24.0% |
| Operating income by segments | 24,600 | 26,372 | -6.7% |
| Newspapers | 19,433 | 20,465 | -5.0% |
| Magazines | 5,167 | 5,907 | -12.5% |
| Operating expenses (a) | 21,694 | 23,155 | -6.3% |
| Consolidated EBITDA (b) | 2,906 | 3,217 | -9.7% |
| EBITDA margin | 11.8% | 12.2% | - 0,4 p.p. |
| Newspapers EBITDA | 3,259 | 3,623 | -10.0% |
| Newspapers EBITDA margin | 16.8% | 17.7% | - 0,9 p.p. |
| Magazines EBITDA | -353 | -406 | - |
| Magazines EBITDA margin | -6.8% | -6.9% | - |
| Amortisation and depreciation (-) | 900 | 799 | 12.6% |
| EBIT | 2,006 | 2,418 | -17.0% |
| EBIT Margin | 8.2% | 9.2% | - 1,0 pp |
| Net financial income | (896) | (1,059) | - |
| Income before taxes and minority interests | 1,110 | 1,359 | -18.3% |
| Income taxes | 864 | 1,085 | -20.4% |
| Minority interests | (31) | (38) | -18.4% |
| Net consolidated profit / loss (c) | 277 | 312 | -11.2% |
(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 first three months of 2013 was characterized by the worsening of the economic crisis in Portugal, which lead to significant contractions in advertising investment. Regarding Cofina, the quarter in question was marked by the start of the television project "Correio da Manhã TV", which was inaugurated on March 17.
In this context, total operating revenue reached approximately 24.6 million Euro, corresponding to a decrease of approximately 7% comparing with prior year homologous period. This decrease was motivated by the reduction in advertising income (-15%) and in circulation income (-6%), having the alternative marketing products an increase of 24%.
EBITDA recorded in this period was approximately 2.9 million Euro, which represented approximately a 10% year on year decrease. EBITDA margin reached 11.8%.
Consolidated net income recorded in the end of 1st quarter 2013 was 277 thousand Euro.
As of March 31, 2013, Cofina's nominal net debt was 75.3 million Euro.
| 1Q 2013 | 1Q 2012 | Var (%) 1Q13/1Q12 |
|
|---|---|---|---|
| (amounts in thousand Euro) | |||
| Consolidated operating income | 19,433 | 20,465 | -5.0% |
| Circulation | 10,762 | 11,277 | -4.6% |
| Advertising | 6,473 | 7,451 | -13.1% |
| Alternative marketing products and others | 2,198 | 1,737 | 26.5% |
| Operating expenses (a) | 16,174 | 16,842 | -4.0% |
| Consolidated EBITDA (b) | 3,259 | 3,623 | -10.0% |
| EBITDA margin | 16.8% | 17.7% | - 0,9 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
Cofina's newspaper segment recorded, in the first quarter of 2013, a total income of approximately 19.4 million Euro, a decrease of 5% when compared to the same period of previous year. Income from Advertising recorded a decrease above 13%, reaching 6.5 million Euro; while Circulation income recorded a decrease of approximately 5%, reaching approximately 10.8 million Euro.
Alternative marketing products income recorded an increase of 26.5%, reaching approximately 2.2 million Euro.
Therefore, EBITDA in this segment reached, in the first quarter of 2013, approximately 3.3 million Euro, a decrease of, approximately, 10% when compared to prior year homologous period. EBITDA margin reached 16.8%
Total income of this segment reached approximately 5.2 million Euro, reflecting a decrease of approximately 13% when compared to 2012 homologous period.
| 1Q 2013 | 1Q 2012 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 1Q13/1Q12 | ||
| Consolidated operating income | 5,167 | 5,907 | -12.5% |
| Circulation | 3,152 | 3,519 | -10.4% |
| Advertising | 1,480 | 1,921 | -23.0% |
| Alternative marketing products and others | 535 | 467 | 14.6% |
| Operating expenses (a) | 5,520 | 6,313 | -12.6% |
| Consolidated EBITDA (b) | -353 | -406 | 13.1% |
| EBITDA margin | -6.8% | -6.9% | - |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
Circulation income recorded a decrease of 10%, reaching approximately 3.2 million Euro, while Advertising recorded a decrease close to 23%. Alternative marketing products income registered an increase of 14.6%.
As a result of the reinforcement of a cost reduction strategy, operational costs decreased approximately 793 thousand Euro, a slightly higher amount to the decrease that was recorded in income, which was approximately 740 thousand Euro.
Therefore, EBITDA of the magazine segment recorded in the first quarter of 2013 was of -353 thousand Euro.
Porto, May 9, 2013
(Translation of financial statements originally issued in Portuguese - Note 19)
(Amounts expressed in Euro)
| ASSETS | Notes | 31.03.2013 | 31.12.2012 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 8,975,087 | 8,176,586 | |
| Goodwill | 5 | 93,532,785 | 93,404,086 |
| Intangible assets | 442,829 | 482,911 | |
| Investments in associated companies | 4 | 3,419,231 | 3,426,665 |
| Investments held for sale | 4 | 8,570 | 8,570 |
| Deferred tax assets | 4,032,522 | 5,588,538 | |
| Total non current assets | 110,411,024 | 111,087,356 | |
| CURRENT ASSETS | |||
| Inventories | 1,546,711 | 2,076,687 | |
| Customers | 8,111,243 | 7,104,462 | |
| State and other public entities | 252,448 | 329,043 | |
| Other current debtors | 538,540 | 387,951 | |
| Other current assets | 7,255,104 | 5,681,196 | |
| Investments recorded at fair value through profit and loss | 9,066 | 9,066 | |
| Cash and cash equivalents | 7 | 12,017,092 | 15,741,207 |
| Total current assets | 29,730,204 | 31,329,612 | |
| TOTAL ASSETS | 140,141,228 | 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 | (32,667,499) | (36,913,812) | |
| Consolidated net profit/(loss) for the period attributable to the parent company | 277,026 | 3,986,740 | |
| Equity attributable to equity holder of the parent company | 14,534,965 | 13,998,366 | |
| Non-controlling interests | 655,863 | 739,995 | |
| TOTAL EQUITY | 15,190,828 | 14,738,361 | |
| LIABILITIES | |||
| NON CURRENT LIABILITIES | |||
| Bank Loans | 9 | 12,000,000 | 13,000,000 |
| Pension liabilities | 434,562 | 434,562 | |
| Other non current creditors | 10 | 206,121 | 483,843 |
| Provisions | 6,017,950 | 6,429,560 | |
| Total non current liabilities | 18,658,633 | 20,347,965 | |
| CURRENT LIABILITIES | |||
| Bank Loans | 9 | 8,904,650 | 9,855,532 |
| Other Loans | 9 | 66,226,596 | 66,033,119 |
| Derivatives | 11 | 729,992 | 992,890 |
| Suppliers | 8,076,869 | 8,716,589 | |
| State and other public entities | 602,909 | 2,637,194 | |
| Other current creditors | 10 | 8,644,621 | 8,025,213 |
| Other current liabilities | 13,106,130 | 11,070,105 | |
| Total current liabilities | 106,291,767 | 107,330,642 | |
| TOTAL LIABILITIES | 124,950,400 | 127,678,607 | |
| TOTAL EQUITY AND LIABILITIES | 140,141,228 | 142,416,968 |
The accompanying notes form an integral part of the consolidated financial statements.
| Notes | 31.03.2013 | 31.03.2012 | |
|---|---|---|---|
| Sales | 13,829,897 | 14,796,027 | |
| Services rendered | 8,261,573 | 9,371,672 | |
| Other operating income | 2,508,203 | 2,203,818 | |
| Cost of sales | (3,923,050) | (4,362,548) | |
| External supplies and services | (9,260,540) | (9,774,577) | |
| Payroll expenses | (8,276,709) | (8,696,970) | |
| Amortisation and depreciation | (899,818) | (799,150) | |
| Provisions and impairment losses | (168,074) | (260,544) | |
| Other operating expenses | (65,595) | (59,813) | |
| Financial expenses | 12 | (946,344) | (1,444,597) |
| Financial income | 12 | 50,498 | 385,194 |
| Profit before income tax | 1,110,041 | 1,358,512 | |
| Income tax | 6 | (863,951) | (1,084,077) |
| Net consolidated profit / (loss) for the period | 246,090 | 274,435 | |
| Attributable to: | |||
| Shareholders of the parent company | 277,026 | 312,882 | |
| Non-controlling interests | (30,936) | (38,447) | |
| Earnings per share: | |||
| Basic | 15 | 0.00 | 0.00 |
| Diluted | 15 | 0.00 | 0.00 |
The accompanying notes form an integral part of the consolidated financial statements.
| 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 |
( 4) 40, 629 ,85 |
4,8 12, 155 |
11, 107 ,73 9 |
787 ,81 1 |
11, 895 ,55 0 |
| Ap iatio f co lida ted sul t fo r 20 11: t re pro pr n o nso ne |
||||||||
| nsf Tra er t o le l re and ret ain ed nin ga ser ve ear gs |
- | - | - | 4,8 12, 155 |
( ) 4,8 12, 155 |
- | - | - |
| Ch in r nd lling int ntro sts ang es ese rve s a non -co ere : |
||||||||
| Oth han er c ges |
- | - | - | ( ) 165 |
- | ( ) 165 |
80 | ( 85) |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
- | - | - | ( 62, 985 ) |
312 ,88 2 |
249 ,89 7 |
( 38, 447 ) |
211 ,45 0 |
| Bal f 31 Ma rch 20 12 anc e a s o |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 35, 880 ,84 9) |
312 ,88 2 |
11, 357 ,47 1 |
749 ,44 4 |
12, 106 ,91 5 |
| 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 |
( 36, 913 ,81 2) |
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 er t tain ed nin o re ear gs |
- | - | - | 3,9 86, 740 |
( 3,9 86, 740 ) |
- | - | - |
| Ch in r nd lling int ntro sts ang es ese rve s a non -co ere : |
- | - | - | - | - | - | - | - |
| Acq uis itio and of c ies try ns en om pan |
55, 927 |
- | 55, 927 |
( 55, 927 ) |
- | |||
| Oth han er c ges |
- | - | - | ( 14) 2,7 |
- | ( 14) 2,7 |
2,7 31 |
17 |
| Tot al c hen sive inc e fo r th erio d om pre om e p |
- | - | - | 206 ,36 0 |
277 ,02 6 |
483 ,38 6 |
( 30, 936 ) |
452 ,45 0 |
| Bal f 31 Ma rch 20 13 anc e a s o |
25, 641 ,45 9 |
15, 874 ,83 5 |
5,4 09, 144 |
( 9) 32, 667 ,49 |
277 ,02 6 |
14, 534 ,96 5 |
655 ,86 3 |
15, 190 ,82 8 |
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)
| 31.03.2013 | 31.03.2012 | |
|---|---|---|
| Profit / (loss) for the period | 246,090 | 274,435 |
| Exchange differences arising on translation of foreign operations | 103,440 | (28,450) |
| Changes in cash-flows hedges' fair value | 102,920 | (34,535) |
| Total comprehensive income for the period | 452,450 | 211,450 |
| Attributable to: | ||
| Shareholders of the parent company | 483,386 | 249,897 |
| Non-controlling interests | (30,936) | (38,447) |
The accompanying notes form an integral part of the consolidated financial statements.
| Operating activities Cash flow from operating activities (1) 1,013,563 720,296 Investment activities Collections relating to: Interest and similar income 80,665 410,539 Loans granted - 80,665 197,400 607,939 Payments relating to: Tangible assets (1,781,259) (440,693) Intangible assets (263,540) (2,044,799) (76,741) (517,434) Cash flow from investment activities (2) (1,964,134) 90,505 Financing activities Payments relating to: Interest and similar costs (911,575) (1,852,175) Lease contracts (313,039) (327,609) (350,000) (2,213,395) Loans obtained Supplementary capital - (1,574,614) - (4,393,179) Cash flow from financing activities (3) (1,574,614) (4,393,179) Cash and its equivalents at the beginning of the period 7 9,002,300 12,203,133 Variation of cash and its equivalents: (1)+(2)+(3) (2,525,185) (3,582,378) Cash and its equivalents at the end of the period 7 6,477,115 8,620,755 |
Notes | 31.03.2013 | 31.03.2012 | |
|---|---|---|---|---|
The accompanying notes form an integral part of the consolidated financial statements.
AS OF 31 MARCH 2013
(Translation of notes 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 has its shares listed in the Lisbon NYSE Euronext Stock Exchange ("NYSE Euronext Lisbon"). 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 Cofina Group owns headings of reference in their respective segments, editing 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 first quarter ended as of 31 March 2013, the Cofina 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 such, 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 on a going concern basis.
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 31 March 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.
AS OF 31 MARCH 2013
(Translation of notes 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 31 March 2013 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent Company: Cofina, SGPS, S.A. |
Porto | Investment management | |
| Cofina B.V. ("Cofina BV") Efe Erre Participações, SGPS, S.A. ("FR") |
Amsterdam (Netherlands) Porto |
100.00% 100.00% |
Investment management Investment management |
| Cofina Media Group Cofina Media, SGPS, S.A. ("Cofina Media") Presselivre – Imprensa Livre, S.A. ("Presselivre") |
Lisbon Lisbon |
100.00% 99.44% |
Investment management Newspapers and magazine publication |
| Edisport – Sociedade de Publicações, S.A. ("Edisport") |
Lisbon | 100.00% | Newspapers publication |
| Edirevistas – Sociedade Editorial, S.A. ("Edirevistas") |
Lisbon | 99.46% | Magazines publication |
| Mediafin, SGPS, S.A. ("Mediafin") Metronews – Publicações, S.A. ("Metronews") |
Lisbon Lisbon |
100.00% 59.00% |
Investment management Newspaper 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 | 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 periof of three months ended as of 31 March 2013, an additional effective percentage of 30% in Cofina Eventos was acquired.
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 31 March 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 |
Associated company VASP was included in the consolidated financial statements in accordance with the equity method. The remaining companies are recorded at acquisition cost, less impairment losses.
The acquisition cost of the associated companies and their book value as of 31 March 2013 are as follows:
| Designation | Acquisition Cost |
Book value |
|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | 6,234 | 3,418,731 |
| Destak Brasil – Editora, S.A. (a) | - | - |
| Destak Brasil – Empreendimentos e Participações, S.A. | 299,064 | - |
| Mercados Globais – Publicação de Conteúdos, Lda. (b) | 72,000 | - |
(a) – investment held by the subsidiary Destak Brasil – Empreendimentos e Participações, S.A..
(b) – non available financial information.
As of 31 March 2013 and 31 December 2012 the caption "Investments in associated companies" can be detailed as follows:
| 31.03.2013 | 31.12.2012 | |
|---|---|---|
| Financial Investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 3,418,731 | 3,426,165 |
| Destak Brasil – Empreendimentos e Participações, S.A. | 154,535 | 154,535 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 3,645,266 | 3,652,700 | |
| Accumulated impairment losses on investments in associated companies | (226,035) | (226,035) |
| Loans to associated companies | - | - |
| 3,419,231 | 3,426,665 |
As of 31 March 2013 and 31 December 2012 the Group has investments available for sale corresponding to non-controlling investments in unlisted companies. The Group has recorded impairment losses to face differences to the net realizable amount, presenting this caption, as of those dates, a net book value of 8,570 Euro. As of 31 March 2013 and as of 31 December 2012 the total investments for which adjustments were made in the same value amount to 877,942 Euro.
During the three months periods ended as of 31 March 2013 and 2012, the movement in the caption "Goodwill" fully refers to the changes in exchange rates in the period then ended of the computed Goodwill attributable to the subsidiary Adcom Media for the year ended as of 31 December 2012 and 2011, respectively.
As of 31 March 2013 and 2012, the caption "Income Tax" is made up as follows:
| 31.03.2013 | 31.03.2012 | |
|---|---|---|
| Current tax | ||
| Income tax for the period | (1,054,957) | 334,790 |
| Provision for taxes | 400,000 | 271,565 |
| Deferred tax | 1,518,908 | 477,722 |
| 863,951 | 1,084,077 |
AS OF 31 MARCH 2013
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
As of 31 March 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 5,700,000 Euro (400,000 Euro in the first quarter of 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.
As of 31 March 2013 and 2012 and as of 31 December 2012, the caption "Cash and cash equivalents" can be detailed as follows:
| 31.03.2013 | 31.12.2012 | 31.03.2012 | |
|---|---|---|---|
| Cash Bank deposits repayable on demand Bank deposits repayable in less than 3 months Cash and cash equivalents in accordance with the balance |
74,201 7,590,890 4,352,000 12,017,091 |
70,108 13,910,726 1,760,373 15,741,207 |
113,905 23,633,137 10,402,000 34,149,042 |
| sheet Bank overdrafts |
(5,539,976) | (6,738,907) | (25,528,287) |
| Cash and cash equivalents | 6,477,115 | 9,002,300 | 8,620,755 |
As of 31 March 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 31 March 2013 and 31 December 2012, the caption "Bank loans" was made up as follows:
| 31.03.2013 | |||||||
|---|---|---|---|---|---|---|---|
| Book value | Nominal Value | ||||||
| Current | Non Current | Current | Non Current | ||||
| Overdrafts | 5,539,976 | - | 5,539,976 | - | |||
| Bank loans | 3,364,674 | 12,000,000 | 3,250,000 | 12,000,000 | |||
| 8,904,650 | 12,000,000 | 8,789,976 | 12,000,000 | ||||
| 31.12.2012 | |||||||
| Book value | Nominal Value | ||||||
| Current | Non Current | Current | Non Current | ||||
| Overdrafts | 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 |
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
As of 31 March 2013 and 31 December 2012, the caption "Other loans" was made up as follows:
| 31.03.2013 | ||||||
|---|---|---|---|---|---|---|
| Book value | Nominal Value | |||||
| Current | Non Current | Current | Non Current | |||
| Bond loans | 49,795,588 | - | 50,000,000 | - | ||
| Commercial paper | 16,431,008 | - | 16,500,000 | - | ||
| 66,226,596 | - | 66,500,000 | - | |||
| 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 31 March 2013, the current liability caption "Bond Loans" refers to a bond loan denominated "Obrigações Cofina SGPS – 2007/2015", amounting to 50,000,000 Euro, issued by Cofina SGPS, S.A. stated in accordance with the effective interest rate method, with a book value of 49,795,588 Euro. This loan has its final redemption on 28 September 2015. However, in accordance with the initial contract, the bond holders may request, without any penalty, the anticipated repayment. Thus, although the Board of Directors believes the bond holders will not demand for an anticipated repayment and the redemption date will remain the same (28 September 2015), the Company considered this loan as current, in accordance with the applicable accounting standards. Furthermore, the ability for an early redemption is exclusive of the bond holders and the issuer does not control it.
The most relevant characteristics of the bond loan are:
The liability caption "Commercial Paper" relates to a commercial paper program with guaranteed subscription by the bank responsible for its placement, until the maximum amount of 17,000,000 Euro, which will be reimbursed until July 2013. This loan bears interests at market rates.
(Translation of notes originally issued in Portuguese – Note 19)
The liability caption "Bank loans" relates to a bank loan celebrated in March 2012, which bears interests at market rates and that will be reimbursed until 15 October 2016. The reimbursement plan of the nominal amount of this loan is as follows:
| 31.03.2013 | |
|---|---|
| 2014 | 3,000,000 |
| 2015 | 4,000,000 |
| 2016 | 5,000,000 |
| 12,000,000 | |
| Short term portion | 3,250,000 |
| 15,250,000 | |
As of 31 March 2013 and as of 31 December 2012, the amounts payable to fixed asset suppliers in relation to financial lease contracts were classified in the captions "Other non-current creditors" and "Other current creditors" and had the following reimbursement plan:
| 31.03.2013 | 31.12.2012 | |
|---|---|---|
| Year n+1 | 170,519 | 446,079 |
| Year n+2 | 10,294 | 10,294 |
| Year n+3 | 22,993 | 22,993 |
| Year n+4 | 2,315 | 4,477 |
| Year n+5 and subsequent years | - | - |
| 206,121 | 483,843 | |
| Shot term | 888,699 | 914,240 |
| 1,094,820 | 1,398,083 |
As of 31 March 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 three months periods ended as of 31 March 2013 and 2012 can be presented as follows:
(Amounts expressed in Euro)
| 31.03.2013 | |||||||
|---|---|---|---|---|---|---|---|
| "Market-to | |||||||
| "Market-to | Accrued | market", net of | Deferred | ||||
| market" | interest | accrued interest | tax assets | Net amount | |||
| Opening balance | 992,890 | (126,878) | 866,012 | 229,493 | 636,519 | ||
| Increases / (decreases) | (262,898) | N/A | (140,026) | (37,106) | (102,920) | ||
| Closing Balance | 729,992 | (4,007) | 725,986 | 192,387 | 533,598 | ||
| 31.03.2012 | |||||||
| "Market-to | |||||||
| "Market-to | Accrued | market", net of | Deferred | ||||
| market" | interest | accrued interest | tax assets | Net amount | |||
| Opening balance | 1,001,831 | (104,453) | 897,378 | 237,805 | 659,573 | ||
| Increases / (decreases) | (53,120) | N/A | 46,986 | 12,451 | 34,535 | ||
| Closing Balance | 948,711 | (4,347) | 944,364 | 250,256 | 694,108 |
As of 31 March 2013 the Company had engaged in financial instruments contracts for hedging interest rates whose fair value, calculated by the discounted cash flows method, was as follows:
| Company | Funding covered | Starting date |
End date | Floating rate | Notional amount |
Financial instruments' fair value |
|---|---|---|---|---|---|---|
| Cofina SGPS, S.A. Bond | 9/28/2010 | 9/29/2014 | Euribor 6M | 20,000,000 | (729,992) | |
| 20,000,000 | (729,992) |
The financial income and expenses for the three months periods ended as of 31 March 2013 and 2012 are made up as follows:
| 31.03.2013 | 31.03.2012 | |
|---|---|---|
| Financial expenses | ||
| Interest paid | (650,376) | (1,151,959) |
| Interests related with derivatives | (118,881) | (97,919) |
| Commissions | (153,658) | (142,853) |
| Gains and Losses in associated companies | ||
| Application of the Equity Method | (7,434) | (43,710) |
| Other financial expenses | (15,995) | (8,156) |
| (946,344) | (1,444,597) | |
| Financial income | ||
| Interest received | 50,498 | 385,194 |
| 50,498 | 385,194 |
AS OF 31 MARCH 2013
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
The main balances with related parties as of 31 March 2013 and 2012 and the main transactions with related entities during the periods then ended may be detailed as follows:
| 31.03.2013 | |||
|---|---|---|---|
| Transactions | Sales and other operating income |
Services rendered | Acquisition of goods and services |
| VASP – Sociedade de Transportes e Distribuições, Lda. | 14,006,098 | - | 132,134 |
| Destak Brasil Editora, S.A. | - | 812,103 | - |
| 14,006,098 | 812,103 | 132,134 | |
| Accounts | Sales to | ||
| Balances | receivable | Accounts payable | invoice |
| VASP – Sociedade de Transportes e Distribuições, Lda. | 93,207 | 88,814 | 5,389,997 |
| Destak Brasil Editora, S.A. | 841,016 | - | - |
| Destak Brasil - Empreendimentos e Participações, S.A. | - | 650,907 | - |
| 934,223 | 739,721 | 5,389,997 |
| 31.03.2012 | |||
|---|---|---|---|
| Transactions | Sales and other operating income |
Services rendered | Acquisition of goods and services |
| VASP – Sociedade de Transportes e Distribuições, Lda. | 15,072,387 | - | 15,575 |
| Destak Brasil Editora, S.A. | - | 796,388 | - |
| 15,072,387 | 796,388 | 15,575 | |
| Accounts | Sales to | ||
| Balances | receivable | Accounts payable | invoice |
| VASP – Sociedade de Transportes e Distribuições, Lda. | 76,859 | 129,309 | 5,563,533 |
| Destak Brasil Editora, S.A. | 241,847 | - | - |
| Destak Brasil - Empreendimentos e Participações, S.A. | - | 808,745 | - |
| 318,706 | 938,054 | 5,563,533 |
Sales and other operating income rendered to associated companies during the three months periods ended as of 31 March 2013 and 2012 relate to sales of publications (newspapers and magazines) and alternative marketing products to VASP (Note 4), which handles the corresponding distribution to the sales points. These transactions are carried out under the normal activity of the Group.
Services rendered to associated companies during the three months periods ended as of 31 March 2013 and 2012 relate to sales of advertising of the subsidiary Adcom Media (Note 4).
Apart from the companies included in consolidation (Note 4), the entities considered to be related companies as of 31 March 2013, can be presented as follows:
AS OF 31 MARCH 2013
(Translation of notes originally issued in Portuguese – Note 19)
(Amounts expressed in Euro)
The Board of Directors was composed as follows as of 31 March 2013:
Paulo Jorge dos Santos Fernandes João Manuel Matos Borges de Oliveira Pedro Macedo Pinto de Mendonça Domingos José Vieira de Matos Ana Rebelo Mendonça Pedro Miguel Matos Borges de Oliveira
As of 31 March 2013, Cofina had provided guarantees as follows:
As of 31 March 2013 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 680,000 Euro in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 33,500,000 Euro.
(Amounts expressed in Euro)
Earnings per share for the three months periods ended as of 31 March 2013 and 2012 were determined taking into consideration the following amounts:
| 31.03.2013 | 31.03.2012 | |
|---|---|---|
| Net profit / (loss) considered for the computation of basic and diluted earnings |
277,026 | 312,882 |
| Weighted average number of shares used to compute the basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: Basic Diluted |
0.00 0.00 |
0.00 0.00 |
According to the source and nature of the income generated by the Group, the following segments were considered:
Since the Group mainly operates in the domestic market, geographic segments are not reported.
The information for the three months periods ended as of 31 March 2013 and 2012 is detailed as follows:
| Eliminations and | ||||
|---|---|---|---|---|
| consolidations | ||||
| 31.03.2013 | New spapers | Magazines | adjustments | Total |
| Net operating income | 19,433,137 | 5,166,536 | - | 24,599,673 |
| Operating Cash-flow - EBITDA (a) | 3,258,710 | (353,005) | - | 2,905,705 |
| Operating profit (EBIT) | 2,369,329 | (363,442) | - | 2,005,887 |
| Eliminations and | ||||
|---|---|---|---|---|
| consolidations | ||||
| 31.03.2012 | New spapers | Magazines | adjustments | Total |
| Net operating income | 20,464,766 | 5,906,751 | - | 26,371,517 |
| Operating Cash-flow - EBITDA (a) | 3,623,146 | (406,081) | - | 3,217,065 |
| Operating profit (EBIT) | 2,841,261 | (423,346) | - | 2,417,915 |
(a) - Earnings before interests, taxes, depreciation and amortisation
Relating to the year ended 31 December 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 would be transferred to caption "Retained earnings", having that proposal been approved in the General Shareholders' Meeting held as of 18 April 2013.
Furthermore, the Board of Directors, proposed the distribution of dividends amounting to 1,025,658.36 Euro relating to the year ended as of 31 December 2012, which corresponds to a dividend of 0.01 Euro per share. This dividend was also approved in the General Shareholders Meeting of 18 April 2013.
The interim financial statements as of 31 March 2013 were approved by the Board of Directors for issuance on 8 May 2013.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IFRS/IAS) as adopted by the European Union, some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
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