Quarterly Report • Jul 31, 2015
Quarterly Report
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| INTRODUCTION 3 | |
|---|---|
| STOCK EXCHANGE EVOLUTION 4 | |
| GROUP'S ACTIVITY 6 | |
| FINANCIAL REVIEW 7 | |
| OUTLOOK 8 | |
| CORPORATE GOVERNANCE 10 | |
| LEGAL MATTERS 11 | |
| CLOSING REMARKS 13 | |
| STATEMENT UNDER ARTICLE 246, 1, C) OF THE SECURITIES CODE 15 | |
| DECLARATION OF RESPONSIBILITY 15 | |
| ARTICLE 447 OF THE COMMERCIAL COMPANIES CODE AND ARTICLE 14, PARAGRAPH 7, OF PORTUGUESE SECURITIES REGULATOR (CMVM) REGULATION NO. 5/2008 16 |
|
| DEMONSTRAÇÕES FINANCEIRAS CONSOLIDADAS E NOTAS ANEXAS 18 |
Pursuant to the legal requirements, the Board of Directors of Cofina, S.G.P.S., S.A. (Open Capital Company) hereby presents its Report and Accounts for the first semester of 2015.
The Media segment, in Portugal, continued to demonstrate some signs of recovery, although still tenuous.
In the first semester of 2015, the Group's revenue decreased when compared with the homologous period of 2014 due to the realization, in past year of FIFA World Cup, although Cofina has kept its market leadership in the main media segments.
(Note: PSI 20 was considered as an index with the same initial market value as the stocks, under analysis, in order to enable a better comparison of the quotations variations.)
In the first half of 2015, PSI-20 Index increased its value approximately 15.7% compared to 2014 year's end. Cofina's shares increased about 10.2% over the same period, presenting a better performance than the PSI-20 Stock Index in part of the semester.
As of 30 June 2015, Cofina stock closing price was 0.52 Euros per share corresponding to a market capitalization, at that date, of 53 million Euros.
In the first half of 2015, Cofina´s shares were traded at the highest price of 0.65 Euros and at the lowest price of 0.446 Euros. In total, 18,385,940 shares were traded in the first six months of 2015, which represents 18% of the issued share capital.
The most significant events that affected Cofina´s shares in the first semester of 2015 can be detailed as follows:
Cofina Group develops its activity in the Media and contents sector.
The key group company in this sector is Cofina Media, S.A., which owns headings of reference, leaders in their respective segments. In the Group's publishing portfolio the daily newspaper "Correio da Manhã", the daily sports newspaper "Record", the economic information newspaper "Jornal de Negócios", the free newspapers "Destak" and "Metro", the information magazine "Sábado" as well as other titles, such as "Maxima", "TV Guia" and "Flash!" should be highlighted.
During the six months period ended 30 June 2015, a merger process by incorporation took place between the incorporating company Cofina Media, S.A. and the merged companies Metronews – Publicações, S.A., Transjornal – Edição de Publicações, S.A. and Gratuitgadget – SGPS, Lda., having Cofina Media incorporated, with accounting effects as of 1 January 2015, all operating activities of these companies as well as the assets and liabilities of the merged companies at their book value.
According to the data provided by APCT ("Associação Portuguesa para o Controlo de Tiragem e Circulação") for the first four months of 2015, "Correio da Manhã" is the most sold newspaper in Portugal, with an average of more than 103 thousand copies sold daily. According to the data provided by this certifying entity, "Correio da Manhã" has a market share of 53.1% (regarding the daily paid generic newspapers segment). "Correio da Manhã" has been strengthening its leadership, year after year, despite the generalized decrease on paid circulation in all the segments publications.
The consolidated financial information of Cofina for the 1st semester of 2015, prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS), can be presented as follows:
| (amounts in thousand Euro) | 1H 2015 | 1H 2014 | Var (%) |
|---|---|---|---|
| 1H15/1H14 | |||
| Operating income | 49,997 | 51,407 | -2.7% |
| Circulation | 25,896 | 26,232 | -1.3% |
| Advertising | 16,354 | 18,195 | -10.1% |
| Alternative marketing products and others | 7,747 | 6,980 | 11.0% |
| Operating income by segments | 49,997 | 51,407 | -2.7% |
| Newspapers | 40,322 | 41,710 | -3.3% |
| Magazines | 9,675 | 9,697 | -0.2% |
| Operating expenses (a) | 43,141 | 44,258 | -2.5% |
| Consolidated EBITDA (b) | 6,856 | 7,149 | -4.1% |
| EBITDA margin | 13.7% | 13.9% | -0.2 p.p. |
| Newspapers EBITDA | 7,271 | 7,409 | -1.9% |
| Newspapers EBITDA margin | 18.0% | 17.8% | +0.2 p.p. |
| Magazines EBITDA | -415 | -260 | - |
| Magazines EBITDA margin | -4.3% | -2.7% | - |
| Amortisation and depreciation (-) | 1,442 | 1,480 | -2.6% |
| EBIT | 5,414 | 5,669 | -4.5% |
| EBIT margin | 10.8% | 11.0% | -0.2 p.p. |
| Net financial income | (2,016) | (2,328) | -13.4% |
| Income before taxes and non-controlling interests | 3,398 | 3,341 | 1.7% |
| Income taxes | 1,095 | 153 | 615.7% |
| Non-controlling interests | - | 21 | - |
| Net consolidated profit / loss (c) | 2,303 | 3,167 | -27.3% |
(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 semester of 2015 was characterized by a decrease of the advertising of 10% when compared with the homologous period of 2014 and by a slight decrease of circulation revenue. The revenue from alternative marketing products and others presented an increase of 11%. Therefore, the total revenue registered a decrease of 2.7%, reaching the million Euros.
The revenue related with Correio da Manhã TV, registered under "Alternative marketing products and others", reached 3.2 million Euros representing a growth of 7% when compared with the first semester of 2014.
EBITDA reached 6.9 million Euros representing a decrease of 4.1% compared with the homologous period of 2014.
Income before taxes registered a growth of 1.7%, reaching 3.4 million Euros. Net profit reached 2.3 million Euros.
As of June 30, 2015, the nominal net debt of Cofina amounted 66.6 million Euros, which corresponds to a decrease of 1 million Euros in relation to the net debt registered on March 31, 2015 .
The main indicators of the main business segments are as follows:
| (amounts in thousand Euro) | 1H 2015 | 1H 2014 | Var (%) 1H15/1H14 |
|---|---|---|---|
| Consolidated operating income | 40,322 | 41,710 | -3.3% |
| Circulation | 20,681 | 20,500 | 0.9% |
| Advertising | 13,371 | 15,071 | -11.3% |
| Alternative marketing products and others | 6,270 | 6,139 | 2.1% |
| Operating expenses (a) | 33,051 | 34,301 | -3.6% |
| Consolidated EBITDA (b) | 7,271 | 7,409 | -1.9% |
| EBITDA margin | 18.0% | 17.8% | +0.3 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
The newspapers segment of Cofina recorded, in the first semester of 2015, a total income of 40 million Euros, which represents a decrease of 3.3% when compared with the homologous period. The advertising income recorded a decrease of about 11% reaching 13.4 million Euros; whilst the circulation income increased 0.9%, having reached 20.7 million Euros. The alternative marketing products income recorded an increase of 2.1%, reaching approximately 6.3 million Euros.
Therefore, EBITDA of the newspapers segment reached in the period under analysis amounted to approximately 7.3 million Euros, a decrease of approximately 2%, when compared with the homologous period. EBITDA margin amounted to 18%, slightly more robust than the one registered on the first half of 2014.
| 1H 2015 | 1H 2014 | Var (%) | |
|---|---|---|---|
| (amounts in thousand Euro) | 1H15/1H14 | ||
| Consolidated operating income | 9,675 | 9,697 | -0.2% |
| Circulation | 5,215 | 5,732 | -9.0% |
| Advertising | 2,983 | 3,124 | -4.5% |
| Alternative marketing products and others | 1,477 | 841 | 75.6% |
| Operating expenses (a) | 10,090 | 9,957 | 1.3% |
| Consolidated EBITDA (b) | -415 | -260 | - |
| EBITDA margin | -4.3% | -2.7% | - |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, amortisation and depreciation
The revenue performance was due to the good performance of the alternative marketing products and others, which grew 76% when compared with the homologous period of 2014, reaching 1.5 million Euros. The circulation income recorded a decrease of 9%, having reached approximately 5.2 million Euros, whilst the advertising revenue decreased about 4.5%.
The operational costs increased by approximately 1.3%, reflecting the costs of the alternative marketing products. Accordingly, EBITDA recorded in the magazines segment, in the first half of 2015, was negative 415 thousand Euros, compared to a negative EBITDA of 260 thousand Euros recorded in the same period of 2014.
The trend verified in the first half of 2015 should not differ significantly from the expected performance for the second half of the year.
Nevertheless, considering the fact that FIFA World Cup took place on the second quarter of 2014 – sporting event with a significant impact on advertisement investment – it is expected that the comparison factor on the second half of 2015 will be more favourable than the one recorded in the first semester.
The company will remain heavily focused on the reduction and rationalization of its cost structure.
In compliance with the legal requirements in force, the Company is exempted from presenting information regarding Corporate Governance, once this information is only mandatory upon presentation with the Annual Directors' Report. The Annual Report about Corporate Governance is an integral part of Cofina Annual Financial Statements for year 2014 and it is available on our website (www.cofina.pt).
It should be noted, however, that as of 1 April 2015 it was communicated to the market the passing of a Board of Directors member, Pedro Macedo Pinto de Mendonça. After that date, the functions of this nonexecutive director are being assured by the remaining Board of Directors' members.
Pursuant to the requirements of article 66 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that as of 30 June 2015 Cofina had no own shares and did not acquire or sell own shares during the semester then ended.
Pursuant to the requirements of article 447 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that, as of 30 June 2015, the shares held were as follows:
| 13,386,332 |
|---|
| 15,400,000 |
| 12,395,257 |
| 7,719,360 |
| 20,488,760 |
(a) – 13,386,332 shares represent the total shares of COFINA – SGPS, S.A. held by ACTIUM CAPITAL – SGPS, S.A. from which the Board Member Paulo Jorge dos Santos Fernandes is also director and dominant shareholder.
(b) – 15,400,000 shares represent the total shares of Cofina held by INDAZ – SGPS, S.A, of which the Director João Manuel Matos Borges de Oliveira is also director.
(c) – 12,395,257 shares represent the total shares of Cofina held by LIVRE FLUXO – SGPS, S.A., of which the Director Domingos José Vieira de Matos is also director and dominant shareholder.
(d) – 20,488,760 shares represent the total shares of Cofina held by PROMENDO – SGPS, S.A., of which the Director Ana Rebelo de Carvalho Menéres de Mendonça is director and dominant shareholder.
As of 30 June 2015 the Statutory Auditor and the members of the Shareholders' Meeting and of the Statutory Audit Board held no shares of the Company.
Pursuant to the requirements of articles 16 and 20 of the Securities Code ("Código dos Valores Mobiliários") and article 448 of the Commercial Companies Code, the Company informs that, in accordance with the notifications received, the companies and/or individuals that hold qualified holdings exceeding 2%, 5%, 10%, 15%, 20%, 33% and 50% of the voting rights accordingly to the last received notifications until 30 June 2015, are as follows:
| Santander Asset Management | Shares held as of 30 June 2015 |
% of vote rights |
|---|---|---|
| Through Santander's Acções Portugal Fund | 2,069,459 | 2.02% |
| Through Santander's PPA Fund | 107,964 | 0.11% |
| Total attributable | 2,177,423 | 2.12% |
| Shares held as of 30 | ||
|---|---|---|
| Credit Suisse Group AG | June 2015 | % of vote rights |
| Directly | 5,039,060 | 4.91% |
| Total attributable | 5,039,060 | 4.91% |
| Shares held as of 30 | ||
| Pedro Miguel Matos Borges de Oliveira | June 2015 | % of vote rights |
| Directly | 7,719,360 | 7.53% |
| Total attributable | 7,719,360 | 7.53% |
| Shares held as of 30 | ||
| Domingos José Vieira de Matos | June 2015 | % of vote rights |
| Through Livrefluxo - SGPS, S.A. (of which he is also director and dominant shareholder) | 12,395,257 | 12.09% |
| Total attributable | 12,395,257 | 12.09% |
| Shares held as of 30 | % of vote rights | |
| Paulo Jorge dos Santos Fernandes | June 2015 | |
| Through Actium Capital - SGPS, S.A. (of which he is also director and dominant shareholder) | 13,386,332 | 13.05% |
| Total attributable | 13,386,332 | 13.05% |
| Shares held as of 30 | ||
| João Manuel Matos Borges de Oliveira | June 2015 | % of vote rights |
| Through INDAZ, S.A. (of which he is director) | 15,400,000 | 15.01% |
| Total attributable | 15,400,000 | 15.01% |
| Shares held as of 30 | ||
| Ana Rebelo Carvalho Menéres de Mendonça | June 2015 | % of vote rights |
| Through PROMENDO - SGPS, S.A. (of which she is also director and dominant shareholder) | 20,488,760 | 19.98% |
| Total attributable | 20,488,760 | 19.98% |
Cofina was not notified of any participation exceeding 20% of the voting rights.
The Board of Directors concludes by expressing a vote of gratitude to all of the Group's Stakeholders, for the trust demonstrated in our organization. We would like to thank the External Auditor for the cooperation provided in the period and the Statutory Audit Board for the continued monitoring of our operation.
Oporto, 30 July 2015
The Board of Directors
_____________________________________________ Paulo Jorge dos Santos Fernandes – President
_____________________________________________
_____________________________________________ João Manuel Matos Borges de Oliveira
Domingos José Vieira de Matos
_____________________________________________ Pedro Miguel Matos Borges de Oliveira
_____________________________________________ Ana Rebelo de Carvalho Menéres de Mendonça
The signatories individually declare that, to their knowledge, the Financial Statements prepared meet the standards of the applicable International Financial Accounting ("IFRS") as adopted by the European Union, for Interim Financial Reporting, give a truthful and appropriate image of the assets and liabilities, financial position and the consolidate results of Cofina, S.G.P.S., S.A. and of the companies included in the consolidation, and that the Interim Management Report describes the evolution of business, the performance and the financial position of Cofina, S.G.P.S., S.A. and companies of the companies included in the consolidation, and contains a description of the major risks and uncertainties that they face.
The members of the Board of Directors of Cofina, S.G.P.S., S.A. declare to assume responsibility for the information presented herein and assure that the items included herein are true and that, to the best of their knowledge, there are no omissions.
As required by the article 8, no. 3, of the Securities Code, the Board of Directors of Cofina, S.G.P.S., S.A. declares that the accounts that integrate this report were not subject to a Limited Review.
As required by article 21 of Decree-Law 411/91, of 17 October, the Board of Directors informs that there are no overdue debts to the State, namely with respect to Social Security.
Disclosure of shares and other securities held by members of the Board of Directors and Officers, as well as people closely related under the Article 248 B of the Securities Code and transactions over these shares that took place on the period under analysis:
| Member of the Board of Directors | Shares held as of 31 Dec 2014 |
Aquisitions | Disposals | Shares held as of 30 June 2015 |
|---|---|---|---|---|
| Paulo Jorge dos Santos Fernandes (allocation through ACTIUM CAPITAL - SGPS, S.A.) | 13,386,332 | - | - | 13,386,332 |
| João Manuel matos Borges de Oliveira (allocation through INDAZ, S.A.) | 15,400,000 | - | - | 15,400,000 |
| Domingos José Vieira de Matos (allocation through LIVREFLUXO - SGPS, S.A.) | 12,395,257 | - | - | 12,395,257 |
| Pedro Miguel Matos Borges de Oliveira | 7,719,360 | - | - | 7,719,360 |
| Anabela Rebelo Mendonça (allocation through PROMENDO - SGPS, S.A.) | 20,488,760 | - | - | 20,488,760 |
III. Consolidated Financial Statements and Notes to the Consolidated Financial Statements (Translation of financial statements originally issued in Portuguese - Note 17)
ASSETS Notes 30.06.2015 31.12.2014 NON CURRENT ASSETS Tangible assets 5,046,452 5,883,466 Goodw ill 5 89,167,077 89,316,685 Intangible assets 304,639 489,077 Investments in associated companies 4 2,769,496 3,860,407 Investments held for sale 4 28,215 29,498 Investments recorded at fair value through profit and loss 10,504 5,482 Other non current debtors 350,000 350,000 Deferred tax assets 6 2,062,507 2,578,268 Total non current assets 99,738,890 102,512,883 CURRENT ASSETS Inventories 1,655,523 1,872,891 Customers 9,330,885 9,088,161 State and other public entities 1,279,674 945,464 Other current debtors 1,451,380 312,548 Other current assets 10,265,153 7,115,217 Cash and cash equivalents 7 9,799,803 12,658,992 Total current assets 33,782,418 31,993,273 TOTAL ASSETS 133,521,308 134,506,156 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 (28,833,967) (32,913,647) Consolidated net profit/(loss) for the period attributable to the parent company 2,302,780 6,173,887 Equity attributable to equity holder of the parent company 20,394,251 20,185,678 Non controlling interests - 90,981 TOTAL EQUITY 20,394,251 20,276,659 LIABILITIES NON CURRENT LIABILITIES Other loans 9 49,385,911 49,274,676 Other non current creditors 45,080 45,080 Provisions 10,585,548 10,320,480 Total non current liabilities 60,016,539 59,640,236 CURRENT LIABILITIES Bank loans 7 e 9 - 4,732,462 Other loans 9 26,411,291 23,496,752 Suppliers 11,470,882 9,158,181 State and other public entities 3,600,344 3,065,338 Other current creditors 10 4,127,225 5,346,958 Other current liabilities 7,500,776 8,789,570 Total current liabilities 53,110,518 54,589,261 TOTAL LIABILITIES 113,127,057 114,229,497 TOTAL EQUITY AND LIABILITIES 133,521,308 134,506,156
The accompanying notes form an integral part of the consolidated financial statements.
III. Consolidated Financial Statements and Notes to the Consolidated Financial Statements (Translation of financial statements originally issued in Portuguese - Note 17)
(Translation of financial statements originally issued in Portuguese - Note 17) (Amounts expressed in Euro)
2nd quarter 2nd quarter Notes 30.06.2015 30.06.2014 2015 2014 Sales 25,896,089 26,231,898 13,220,794 13,200,803 Services rendered 16,354,009 18,194,612 9,168,382 10,868,699 Other operating income 7,747,414 6,980,436 4,183,357 3,252,867 Cost of sales (6,372,993) (7,229,519) (3,180,883) (3,618,226) External supplies and services (20,383,991) (20,442,174) (11,207,057) (11,342,729) Payroll expenses (16,029,053) (16,054,089) (8,187,405) (8,106,073) Amortisation and depreciation (1,442,309) (1,480,157) (721,147) (740,396) Provisions and impairment losses (194,290) (347,451) (159,631) (184,550) Other operating expenses (160,778) (184,258) (101,081) (112,513) Financial expenses 11 (2,018,420) (2,542,127) (1,171,106) (1,290,863) Financial income 11 2,101 213,967 1 135,164 Profit / loss before income tax 3,397,779 3,341,138 1,844,224 2,062,183 Income tax 6 (1,094,999) (152,922) (550,418) 287,558 Net consolidated profit / (loss) for the period 2,302,780 3,188,216 1,293,806 2,349,741 Attributable to: Shareholders of the parent company 2,302,780 3,166,873 1,294,885 2,301,806 Non-controlling interests - 21,343 (1,079) 47,935 Earnings per share: Basic 13 0.02 0.03 0.01 0.02 Diluted 13 0.02 0.03 0.01 0.02
The accompanying notes form an integral part of the consolidated financial statements.
III. Consolidated Financial Statements and Notes to the Consolidated Financial Statements
(Translation of financial statements originally issued in Portuguese - Note 17)
FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2015 AND 2014 (Translation of financial statements originally issued in Portuguese - Note 17)
(Amounts expressed in Euro)
| Attributable to equity holders of the parent company | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share | Share premium | Legal | Other | Net | Non controlling | Total | ||
| capital | account | reserve | reserves | profit / (loss) | Total | interests | equity | |
| Balance as of 1 January 2014 | 25,641,459 | 15,874,835 | 5,409,144 | (34,335,639) | 4,681,002 | 17,270,801 | 767,940 | 18,038,741 |
| Appropriation of consolidated net result for 2013: | ||||||||
| Transfer to retained earnings | - | - | - | 4,681,002 | (4,681,002) | - | - | - |
| Dividends distributed | - | - | - | (1,025,658) | - | (1,025,658) | (36,750) | (1,062,408) |
| Changes in reserves and non-controlling interests: | ||||||||
| Other changes | - | - | - | (677) | - | (677) | 3,824 | 3,147 |
| Total comprehensive income for the period | ||||||||
| of six month's ending at 30 June 2014 | - | - | - | 395,832 | 3,166,873 | 3,562,705 | 21,343 | 3,584,048 |
| Balance as of 30 June 2014 | 25,641,459 | 15,874,835 | 5,409,144 | (30,285,140) | 3,166,873 | 19,807,171 | 756,357 | 20,563,528 |
| Balance as of 1 January 2015 | 25,641,459 | 15,874,835 | 5,409,144 | (32,913,647) | 6,173,887 | 20,185,678 | 90,981 | 20,276,659 |
| Appropriation of consolidated net result for 2014: | ||||||||
| Transfer to retained earnings | - | - | - | 6,173,887 | (6,173,887) | - | - | - |
| Dividends distributed | - | - | - | (2,051,317) | - | (2,051,317) | (2,051,317) | |
| Changes in reserves and non-controlling interests: | ||||||||
| Other changes | - | - | - | 150,706 | - | 150,706 | (90,981) | 59,725 |
| Total comprehensive income for the period | ||||||||
| of six month's ending at 30 June 2015 | - | - | - | (193,596) | 2,302,780 | 2,109,184 | - | 2,109,184 |
| Balance as of 30 June 2015 | 25,641,459 | 15,874,835 | 5,409,144 | (28,833,967) | 2,302,780 | 20,394,251 | - | 20,394,251 |
The accompanying notes form an integral part of the consolidated financial statements.
III. Consolidated Financial Statements and Notes to the Consolidated Financial Statements
(Translation of financial statements originally issued in Portuguese - Note 17)
(Translation of financial statements originally issued in Portuguese - Note 17) (Amounts expressed in Euro)
| 30.06.2015 | 30.06.2014 | 2nd quarter 2015 |
2nd quarter 2014 |
|
|---|---|---|---|---|
| Profit / (loss) for the period | 2,302,780 | 3,188,216 | 1,293,806 | 2,349,741 |
| Other comprehensive income: | ||||
| Items that w ill not be reclassified to net income | - | - | - | - |
| Items that w ill be reclassified to net income | ||||
| Exchange differences arising on translation of foreign operations | (193,596) | 210,397 | (2,363) | 127,455 |
| Changes in cash-flow s hedges' fair value | - | 185,435 | 0 | 92,495 |
| (193,596) | 395,832 | (2,363) | 219,950 | |
| Total comprehensive income for the period | 2,109,184 | 3,584,048 | 1,291,443 | 2,569,691 |
| Attributable to: | ||||
| Shareholders of the parent company | 2,109,184 | 3,562,705 | 1,292,522 | 2,521,756 |
| Non-controlling interests | - | 21,343 | (1,079) | 47,935 |
The accompanying notes form an integral part of the consolidated financial statements.
III. Consolidated Financial Statements and Notes to the Consolidated Financial Statements
(Translation of financial statements originally issued in Portuguese - Note 17)
| Notes | 30.06.2015 30.06.2014 2nd quarter 2015 |
2nd quarter 2014 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Operating activities | |||||||||
| Cash flow from operating activities (1) | 3,465,509 | 6,950,385 | 3,397,156 | 5,566,251 | |||||
| Investment activities | |||||||||
| Collections relating to: | |||||||||
| Tangible assets | 650 | - | 650 | - | |||||
| Interest and similar income | 21,928 | 114,303 | 10,357 | 82,912 | |||||
| Financial investments | 7 | 765,900 | - | 765,900 | - | ||||
| Dividends | 7 | 234,100 | 1,022,578 | 420,000 | 534,303 | - | 776,907 | 420,000 | 502,912 |
| Payments relating to: | |||||||||
| Financial investments | 7 | (1,575,000) | (47,560) | - | - | ||||
| Tangible assets | (359,651) | (783,620) | (307,089) | (679,183) | |||||
| Intangible assets | (158,887) | (2,093,538) | (126,713) | (957,893) | (87,950) | (395,039) | (110,179) | (789,362) | |
| Cash flow from investment activities (2) | (1,070,960) | (423,590) | 381,868 | (286,450) | |||||
| Financing activities | |||||||||
| Collections relating to: | |||||||||
| Loans obtained | 7,000,000 | 7,000,000 | 5,000,000 | 5,000,000 | (5,150,000) | (5,150,000) | 850,000 | 850,000 | |
| Payments relating to: | |||||||||
| Interest and similar costs | (1,451,986) | (2,373,699) | (310,988) | (363,045) | |||||
| Lease contracts amortisation | (17,342) | (312,046) | (13,416) | (152,404) | |||||
| Dividends | (2,051,317) | (1,025,658) | (2,051,317) | (1,025,658) | |||||
| Loans obtained | (4,000,000) | (7,520,645) | (12,750,000) | (16,461,403) | 7,500,000 | 5,124,279 | (8,750,000) | (10,291,107) | |
| Cash flow from financing activities (3) | (520,645) | (11,461,403) | (25,721) | (9,441,107) | |||||
| Cash and its equivalents at the beginning of the period | 7 | 7,926,530 | 7,446,155 | 6,047,131 | 6,672,853 | ||||
| Changes in exchange rates | (631) | 869 | (631) | 869 | |||||
| Variation of cash and its equivalents: (1)+(2)+(3) | 1,873,904 | (4,934,608) | 3,753,303 | (4,161,306) | |||||
| Cash and its equivalents at the end of the period | 7 | 9,799,803 | 2,512,416 | 9,799,803 | 2,512,416 |
The accompanying notes form an integral part of the consolidated financial statements.
Cofina, SGPS, S.A. ("Cofina" or "Company"), is a open capital company, with head-office located at Rua General Norton de Matos, 68, r/c, in Oporto, 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" and "Flash!" among others.
During the semester ended as of 30 June 2015, 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 converted 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 June 2015 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 2014.
During this period there were no changes in accounting policies nor were detected any material errors relating to previous periods.
The companies included in the consolidated financial statements by the full consolidation method, their headquarters, percentage of participation held and activity developed as of 30 June 2015 are as follows:
| Designation | Headquarters | Percentage of participation held |
Activity |
|---|---|---|---|
| Parent Company: Cofina, SGPS, S.A. |
Oporto | Investment management | |
| Cofina Media Group | |||
| Cofina Media, S.A. ("Cofina Media") (a) | Lisbon | 100% | Newspapers and magazine publication, emission of TV broadcast, production and creation of websites for online business development and events promotion and organization. |
| Grafedisport – Impressão e Artes Gráficas, S.A. ("Grafedisport") |
Lisbon | 100% | Newspapers print |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") BUZ Participações Ltda |
São Paulo, Brazil São Paulo, Brazil |
100% 100% |
Communication and advertising services Investment management |
a) During the six months period ended 30 June 2015, a merger by incorporation took place between the incorporating company Cofina Media, S.A. and the merged companies Metronews – Publicações, S.A., Transjornal – Edição de Publicações, S.A. and Gratuitgadget – SGPS, Lda., having Cofina Media incorporated, with accounting effects as of 1 January 2015, all operating activities of these companies as well as the assets and liabilities of the merged companies at their book value. This merger did not produce any impact on the accompanying consolidated financial statements. Additionally, during that period, Cofina Group acquired stocks representing 0.10% of Cofina Media, S.A. equity, now owning 100% of the share capital and voting rights of the company.
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 June 2015 are as follows:
| Designation | Percentage Participation Headquarters 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 | 29.90% | - | 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 companies VASP and Destak Brasil were included in the consolidated financial statements in accordance with the equity method. The company Mercados Globais is recorded at cost less accumulated impairment losses.
III. Consolidated Financial Statements and Notes to the Consolidated Financial Statements
The acquisition cost of the associated companies and their book value as of 30 June 2015 are as follows:
| Designation | Acquisition cost |
Book value |
Equity | Net result |
|---|---|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 2,769,496 | € 8,308,489 | € (147,977) |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 299,064 | € (225,003) | R\$ (2,622,770) | R\$ (3,353,533) |
| Mercados Globais – Publicação de Conteúdos, Lda. | € 72,000 | - | (a) | (a) |
(a) – Financial information not available.
As of 30 June 2015 and 31 December 2014 the caption "Investments in associated companies" can be detailed as follows:
| 30.06.2015 | 31.12.2014 | |
|---|---|---|
| Financial Investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 2,769,496 | 3,792,565 |
| Destak Brasil – Empreendimentos e Participações, S.A. | - | 67,842 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 2,841,496 | 3,932,407 | |
| Impairment losses on investments in associated companies | (72,000) | (72,000) |
| 2,769,496 | 3,860,407 |
As of 30 June 2015 and 31 December 2014 the Group has available for sale investments corresponding to minority investments, for which the Group has recorded impairment losses in previous periods, showing on those dates a net amount of 28,215 Euro and 29,498 Euro, respectively. As of 30 June 2015 and 31 December 2014, the total value of investments for which impairments of the same amount were recorded amounts to 244,439 Euro.
During the six months period ended as of 30 June 2015 and 2014, the movement in the caption "Goodwill" fully refers to the effect of the exchange rates' change in the Goodwill of the subsidiary Adcom Media.
The movement occurred in deferred tax assets in the six months periods ended as of 30 June 2015 and 2014 was as follows:
| Deferred tax assets | |||
|---|---|---|---|
| 30.06.2015 | 30.06.2014 | ||
| Opening balance | 2,578,268 | 4,697,703 | |
| Effects in the income statement: | |||
| Increase/(Decrease) in tax losses carried forward Prior year tax correction following changes in tax rules |
(515,761) - |
2,317,794 (2,581,334) |
|
| Effects in equity: | |||
| Fair value of derivate instruments | - | (60,174) | |
| Closing balance | 2,062,507 | 4,373,989 |
Tax expenses recorded in the income statements for the six months period ended as of 30 June 2015 and 2014 are detailed as follows:
| 30.06.2015 | 30.06.2014 | |
|---|---|---|
| Current Tax | ||
| Income tax for the period | 710,404 | 761,565 |
| Excess/(Insufficiency) of prior years income tax | (131,166) | (135,234) |
| Restitution of income tax unduly collected in previous years | - | (736,949) |
| Deferred taxes | 515,761 | 263,540 |
| 1,094,999 | 152,922 |
As of 30 June 2015, 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, 20,200,000 Euro being challenged by the tax authorities. Under the adherence of the Group to the Tax and Social Security Debts' Regularization Exceptional Regime, approved by the Decree-Law n.º 151- A/2013, of October 31 ("RERD"), the Group paid voluntarily, during the year ended as of 31 December 2013, an amount of 2,000,000 Euro, with the corresponding exemption of default and penalty interests and other costs of the tax process. Under that same regime the Group requested to the Tax Authorities the offset of part of the amounts challenged related with that inspection with credits that the Group had over the Tax Authorities (regarding Income Tax administrative and judicial appeals), having obtained, in the year ended as of 31 December 2014, the approval of the requirement in the amount of, approximately, 5,700,000 Euro. Consequently, the amount of the unresolved contingency, as of 30 June 2015, is, approximately 12,500,000 Euro.
In order to cope with these disputes, the Group recorded provisions, which correspond to the best estimate made by the Board of Directors, supported by their legal and tax advisors, of the impact that might outcome from the ongoing tax claims.
As of 30 June 2015 and 31 December 2014, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.06.2015 | 31.12.2014 | |
|---|---|---|
| Cash | 61,253 | 59,202 |
| Bank deposits repayable on demand | 9,738,550 | 9,299,790 |
| Bank deposits repayable in less than 3 months | - | 3,300,000 |
| Cash and cash equivalents in accordance with the balance sheet | 9,799,803 | 12,658,992 |
| Bank overdrafts (Note 9) | - | (4,732,462) |
| Cash and cash equivalents | 9,799,803 | 7,926,530 |
During the six months period ended as of 30 June 2015, payments relating to investments were as follows:
| Acquisitions | aquired % | Transaction amount |
Amount paid |
|---|---|---|---|
| Adcom Media - Anúncios e Publicidade S.A. | 20.00% | 2,287,344 | 1,108,483 |
| Metronews - Publicações, S.A. | 41.00% | 942,237 | 456,623 |
| BUZ Participações Ltda. | 100.00% | 16,637 | 8,062 |
| Gratuitgadget - SGPS, Lda. | 100.00% | 3,781 | 1,832 |
| Destak Brasil - Empreendimentos e Participações, S.A. | 5.98% | 1 | - |
| 3,250,000 | 1,575,000 |
During the six months period ended as of 30 June 2014, payments relating to investments were as follows:
| Acquisitions | Transaction amount |
Amount paid |
|---|---|---|
| Cofina - Eventos e Comunicação S.A. (*) | 317,560 | 47,560 |
| 317,560 | 47,560 | |
(*) acquisition of an additional investment of 30% in share capital
During the six months period ended as of 30 June 2015, the associated company VASP decreased its share capital in the amount of 2,297,700 Euro, distributing an additional amount of 702,300 Euro as dividends to its shareholders. As the Group holds a participation of 33% on this company, the Group received 765,900 Euro relating to the capital reduction and 234,100 Euro relating to dividends (420,000 Euro in the six months period ended as of 30 June 2014).
As of 30 June 2015, the Company's fully subscribed and paid up capital consisted of 102,565,836 shares without nominal value. As of that date, Cofina and the Group companies did not hold own shares.
As of 31 December 2014 the caption "Bank loans" was made up exclusively of bank overdrafts (Note 7).
As of 30 June 2015 and 31 December 2014, the caption "Other loans" was made up as follows:
| 30.06.2015 | ||||
|---|---|---|---|---|
| Book value | Nominal Value | |||
| Current | Non Current | Current | Non Current | |
| Bond loans Commercial paper |
- 26,411,291 |
49,385,911 - |
- 26,450,000 |
50,000,000 - |
| 26,411,291 | 49,385,911 | 26,450,000 | 50,000,000 | |
| 31.12.2014 | ||||
| Book value | Nominal Value | |||
| Current | Non Current | Current | Non Current | |
| Bond loans | - | 49,274,676 | - | 50,000,000 |
| Commercial paper | 23,496,752 | - | 23,500,000 | - |
| 23,496,752 | 49,274,676 | 23,500,000 | 50,000,000 |
As of 30 June 2015, the non current liability caption "Bond Loans" refers to a bond loan denominated "Obrigações Cofina SGPS – 2013/2019", 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 49,385,911 Euro. This loan, according to its terms, matures on September 28, 2019.
The main features of this loan are as follows:
The liability caption "Commercial paper" relates to four commercial paper programs, in the maximum amounts of 15,000,000 Euro, 12,000,000 Euro, 5,000,000 Euro and 7,000,000 Euro, with guaranteed subscription by the banks and bear interests at market rates. These commercial paper programs mature in January 2016, September 2016, July 2019 and April 2020, respectively.
Regarding these programs, as they can be terminated by any of the parts, in each annual/bi-annual term date of the program, they were classified as current.
As of 30 June 2015 and 31 December 2014, the amounts payable to fixed asset suppliers related to financial lease contracts were classified in the captions "Other non-current creditors" and "Other current creditors" and had the following reimbursement plan:
| 30.06.2015 | 31.12.2014 | |
|---|---|---|
| Year n+1 | 30,844 | 30,844 |
| Year n+2 | 14,236 | 14,236 |
| 45,080 | 45,080 | |
| Short term | 21,371 | 42,742 |
| 66,451 | 87,822 |
The financial income and expenses for the six months periods ended as of 30 June 2015 and 2014 are made up as follows:
| 30.06.2015 | 30.06.2014 | |
|---|---|---|
| Financial expenses | ||
| Interest paid | (1,277,888) | (1,961,444) |
| Interests related with derivatives | - | (249,766) |
| Commissions | (320,032) | (316,389) |
| Other financial expenses | (11,799) | (14,528) |
| Gains and losses in associated companies | ||
| Application of the Equity Method | (408,701) | - |
| (2,018,420) | (2,542,127) | |
| Financial income | ||
| Interest received | 2,101 | 141,520 |
| Gains and losses in associated companies | ||
| Application of the Equity Method | - | 72,447 |
| 2,101 | 213,967 |
The amount reported as of 30 June 2014 as "Interests related with derivatives" regards to interests resulting of hedging interestrate swap contracts associated to the Group loans that expired as of September 2014. As of 30 June 2015, there were no derivatives in force.
As of 30 June 2015, Cofina had provided guarantees as follows:
a) Pledge of 112,268,150 shares of Cofina Media, S.A. in favour of the Portuguese Tax Authority ("Autoridade Tributária") as a guarantee for the ongoing income tax enforcement claims.
As of 30 June 2015 Cofina Media group companies had assumed responsibilities for guarantees granted amounting to 719,563 Euro, mainly in relation to advertising contests. These companies had also given promissory notes to guarantee credit facilities amounting to 68,500,000 Euro.
Earnings per share for the six months periods ended as of 30 June 2015 and 2014 were determined taking into consideration the following amounts:
| 30.06.2015 | 30.06.2014 | |
|---|---|---|
| Net profit taken into consideration to calculate basic and diluted earnings per share |
2,302,780 | 3,166,873 |
| Weighted average number of shares used to calculate basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: Basic Diluted |
0.02 0.02 |
0.03 0.03 |
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 six months periods ended as of 30 June 2015 and 2014 is detailed as follows:
| Eliminations and | |||
|---|---|---|---|
| consolidations | |||
| New spapers | Magazines | adjustments | Total |
| 40,322,236 | 9,675,276 | - | 49,997,512 |
| 7,271,462 | (415,055) | - | 6,856,407 |
| 5,829,153 | (415,055) | - | 5,414,098 |
| Eliminations and consolidations |
||||
|---|---|---|---|---|
| 30.06.2014 | New spapers | Magazines | adjustments | Total |
| Net operating income | 41,709,957 | 9,696,989 | - | 51,406,946 |
| Operating Cash-flow - EBITDA (a) | 7,409,355 | (259,900) | - | 7,149,455 |
| Operating profit | 5,948,986 | (279,688) | - | 5,669,298 |
(a) - Operating profit + amortisation and depreciation
Relating to the year ended 31 December 2014, the Board of Directors proposed, in its annual report, that the net individual profit of Cofina, S.G.P.S., S.A., in the amount of 5,167,564.86 Euro would be distributed as dividends in the total amount of 2,051,316.72 Euro, and the remaining 3,116,248.14 Euro transferred to "Other reserves", having that proposal been approved in the General Shareholders' Meeting held as of 14 April 2015.
The interim financial statements as of June 30, 2015 were approved by the Board of Directors and authorized for issue on July, 30 2015.
III. Consolidated Financial Statements and Notes to the Consolidated Financial Statements (Translation of financial statements originally issued in Portuguese - Note 17)
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
Paulo Jorge dos Santos Fernandes
João Manuel Matos Borges de Oliveira
______________________________________________
______________________________________________
______________________________________________
______________________________________________
Domingos José Vieira de Matos
Pedro Miguel Matos Borges de Oliveira
Ana Rebelo de Carvalho Menéres de Mendonça
COFINA, SGPS, S.A. Rua do General Norton de Matos, 68 - R/C 4050 – 424 Porto PORTUGAL Tel: + 351 22 834 65 00
www.cofina.pt
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