Quarterly Report • Aug 31, 2016
Quarterly Report
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| TABLE OF CONTENTS 1 | |
|---|---|
| INTRODUCTION 3 | |
| STOCK EXCHANGE EVOLUTION 4 | |
| COMPANY ACTIVITY 6 | |
| FINANCIAL REVIEW 7 | |
| FUTURE PERSPECTIVES 10 | |
| CORPORATE GOVERNANCE 11 | |
| LEGAL MATTERS 12 | |
| CLOSING REMARKS 14 | |
| STATEMENT UNDER ARTICLE 246, 1, C) OF THE SECURITIES CODE 16 | |
| DECLARATION OF RESPONSIBILITY 17 | |
| ARTICLE 447 OF THE COMMERCIAL COMPANIES CODE AND ARTICLE 14, PARAGRAPH 7, OF PORTUGUESE SECURITIES REGULATOR (CMVM) REGULATION NO. 5/2008 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 2016.
The Media segment in Portugal continued to show some signs of recovery, although still tenuous.
In the first semester of 2016, the Group's revenue decreased when compared to the same period of 2015, although Cofina has kept its market leadership in the main media segment.
(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.)
Cofina's shares recorded a decline of 37.3% in the first half of 2016, while the PSI-20 Index decreased 16.2% in the same period.
As of June 30 2016, Cofina's shares closing price was 0.279 Euro per share corresponding to a market capitalization of 28.6 million Euro.
In the first half of 2016, Cofina´s shares were traded at the highest price of 0.453 Euro and at the lowest price of 0.265 Euro. In total, 6,573,940 shares were traded which represents 6.41% of the issued share capital.
The most significant events that affected Cofina´s shares in the first semester of 2016 can be detailed as follows:
Cofina Group develops its activity in the Media sector and contents.
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 "Máxima", "TV Guia" and "Flash!" should be highlighted.
Cofina Group's complete structure of participations as of 30 June 2016 is as follows:
According to the data provided by APCT ("Associação Portuguesa para o Controlo de Tiragem e Circulação") for the first four months of 2016, "Correio da Manhã" is the most sold newspaper in Portugal, with an average of more than 98 thousand copies sold daily. According to the data provided by this certifying entity, "Correio da Manhã" has a market share of 52% (regarding the daily paid generic newspapers segment). "Correio da Manhã" has been keeping its leadership, year after year, despite the generalized decrease on paid circulation in other titles of the same segment.
The consolidated financial information of Cofina for the 1st half of 2016, 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 2016 | 1H 2015 | Var (%) |
|---|---|---|---|
| 1H16/1H15 | |||
| Operating income | 48,471 | 49,997 | -3.1% |
| Circulation | 25,329 | 25,896 | -2.2% |
| Advertising | 15,147 | 16,354 | -7.4% |
| Alternative marketing products and others | 7,995 | 7,747 | 3.2% |
| Operating income by segments | 48,471 | 49,997 | -3.1% |
| Newspapers | 39,905 | 40,322 | -1.0% |
| Magazines | 8,566 | 9,675 | -11.5% |
| Operating expenses (a) | 42,030 | 43,141 | -2.6% |
| Consolidated EBITDA (b) | 6,441 | 6,856 | -6.1% |
| EBITDA margin | 13.3% | 13.7% | -0.4 p.p. |
| Newspapers EBITDA | 7,016 | 7,271 | -3.5% |
| Newspapers EBITDA margin | 17.6% | 18.0% | +0.4 p.p. |
| Magazines EBITDA | -575 | -415 | - |
| Magazines EBITDA margin | -6.7% | -4.3% | - |
| Amortisation and depreciation (-) | 1,265 | 1,442 | -12.3% |
| EBIT | 5,176 | 5,414 | -4.4% |
| EBIT margin | 10.7% | 10.8% | -0.1 pp |
| Net financial income | (1,588) | (2,016) | -21.2% |
| Income before taxes and non-controlling interests | 3,588 | 3,398 | 5.6% |
| Income taxes | 1,248 | 1,095 | 14.0% |
| Net consolidated profit / loss (c) | 2,340 | 2,303 | 1.6% |
(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 2016 was characterized by a decrease of the advertising of 7% when compared with the homologous period of 2015 and by a decrease of the circulation revenue of about 2%. The revenue from alternative marketing products and others presented an increase of 3%. Therefore, the total revenue recorded a decrease of 3.1%, reaching 48.5 million Euro.
The item "Alternative marketing products and others" includes the revenue associated to the presence fee of the CMTV channel on MEO and NOS cable platforms.
EBITDA reached approximately 6.4 million Euro, representing a decrease of 6.1% compared to the same period of 2015.
Income before taxes recorded an increase of 5.6%, amounting to 3.6 million Euro. Net profit reached 2.3 million Euro, corresponding to an increase of 1.6%.
As of June 30, 2016, the nominal net debt of Cofina amounted to 58.6 million Euro, which corresponds to a decrease of about 2 million Euro in relation to the net debt recorded on March 31, 2016.
It should be noted that Cofina paid in May about 1.5 million Euro of dividends. Therefore, the free cash flow to equity generated during the second quarter of 2016 amounted to 3.5 million Euro, which translates (in relation to market capitalization of June 30th, 2016) into a free cash flow yield exceeding 12%.
The main indicators of the core business segments are as follows:
| (amounts in thousand Euro) | 1H 2016 | 1H 2015 | Var (%) 1H16/1H15 |
|---|---|---|---|
| Operating income | 39,905 | 40,322 | -1.0% |
| Circulation | 20,605 | 20,681 | -0.4% |
| Advertising | 12,567 | 13,371 | -6.0% |
| Alternative marketing products and others | 6,733 | 6,270 | 7.4% |
| Operating expenses (a) | 32,889 | 33,051 | -0.5% |
| Consolidated EBITDA (b) | 7,016 | 7,271 | -3.5% |
| EBITDA margin | 17.6% | 18.0% | -0.4 p.p. |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, depreciation and amortisation
The newspapers segment of Cofina recorded, in the first semester of 2016, a total income of 39.9 million Euro, which represents a decrease of 1% when compared with the homologous period. The advertising income recorded a decrease of about 6% reaching 12.6 million Euro; the circulation income also had a slight decrease when compared to the same period of 2015 amounting to 20.6 million Euro; whilst the revenue from alternative marketing products and others recorded an increase of 7.4%, reaching approximately 6.7 million Euro.
Therefore, the EBITDA of the newspaper segment reached in the period under analysis amounted to 7 million Euro, a decrease of approximately 3.5%, when compared with the same period. The EBITDA margin amounted to 17.6%.
.
| (amounts in thousand Euro) | 1H 2016 | 1H 2015 | Var (%) 1H16/1H15 |
|---|---|---|---|
| Operating income | 8,566 | 9,675 | -11.5% |
| Circulation | 4,724 | 5,215 | -9.4% |
| Advertising | 2,580 | 2,983 | -13.5% |
| Alternative marketing products and others | 1,262 | 1,477 | -14.6% |
| Operating expenses (a) | 9,141 | 10,090 | -9.4% |
| Consolidated EBITDA (b) | -575 | -415 | - |
| EBITDA margin | -6.7% | -4.3% | - |
(a) Operating expenses excluding amortisation
(b) EBITDA = earnings before interest, taxes, depreciation and amortisation
All items of revenue showed a negative performance. Cost control efforts did not avoid the worsening of the negative EBITDA, which amounted to -575 thousand Euro, compared with the negative EBITDA of the first half of 2015 of -415 thousand Euro.
It should be noted, however, that this segment has a strong seasonal component, which is visible in a historic peak in the last quarter of the year.
.
The trend expected for the second semester of 2016 should be similar to the trend of the first half of the year, with the decrease of the circulation revenue and a difficult advertising investment environment.
However, the Company, besides continuing to implement a cost control program, is deepening its presence in segments with growth trends, such as the online and television, and a strengthening of the Correio da Manhã TV channel ratings is expected.
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 Management Report. The Annual Report about Corporate Governance is an integral part of Cofina Annual Financial Statements for year 2015 and it is available on our website (www.cofina.pt).
Pursuant to the requirements of article 66 of the Commercial Companies Code ("Código das Sociedades Comerciais"), the Directors inform that as of 30 June 2016 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 2016, the shares they held were as follows:
| Paulo Jorge dos Santos Fernandes (a) | 13,386,332 |
|---|---|
| João Manuel Matos Borges de Oliveira (b) | 15,400,000 |
| Domingos José Vieira de Matos (c) | 12,395,257 |
| Pedro Miguel Matos Borges de Oliveira | 7,719,360 |
| Ana Rebelo de Carvalho Menéres de Mendonça (d) | 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 2016 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 2016, are as follows:
| Shares held as of 30 | ||
|---|---|---|
| Santander Asset Management | June 2016 | % of voting 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 | ||
| GNB - International Management, S.A. | June 2016 | % of voting rights |
| Through NB's Portugal Equity Fund | 2,096,227 | 2.04% |
| Through NB's Iberian Equity Fund | 101,187 | 0.10% |
| Total attributable | 2,197,414 | 2.14% |
| Shares held as of 30 | ||
|---|---|---|
| Credit Suisse Group AG | June 2016 | % of voting 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 2016 | % of voting 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 2016 | % of voting 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 | ||
| Paulo Jorge dos Santos Fernandes | June 2016 | % of voting rights |
| 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 2016 | % of voting rights |
| Through INDAZ, S.A. (of which he is also 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 2016 | % of voting 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 operations.
Oporto, 28 July 2016
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.
| Shares held at 31 | Shares held at 30 June | |||
|---|---|---|---|---|
| Members of the Board of Directors | December 2015 | Aquisitions | Disposals | 2016 |
| Paulo Jorge dos Santos Fernandes (imputation through ACTIUM CAPITAL - SGPS, S.A.) | 13,386,332 | - | - | 13,386,332 |
| João Manuel Matos Borges de Oliveira (imputation through INDAZ, S.A.) | 15,400,000 | - | - | 15,400,000 |
| Domingos José Vieira de Matos (imputation through LIVREFLUXO - SGPS, S.A.) | 12,395,257 | - | - | 12,395,257 |
| Pedro Miguel Matos Borges de Oliveira | 7,719,360 | - | - | 7,719,360 |
| Ana Rebelo Mendonça (imputation through PROMENDO - SGPS, S.A.) | 20,488,760 | - | - | 20,488,760 |
III. Consolidated financial statements and notes (amounts stated in Euro)
(Translation of financial statements originally issued in Portuguese - Note 16)
(Amounts expressed in Euro)
| ASSETS | Notes | 30.06.2016 | 31.12.2015 |
|---|---|---|---|
| NON CURRENT ASSETS | |||
| Tangible assets | 3,705,643 | 4,466,425 | |
| Goodwill | 5 | 89,102,496 | 88,789,577 |
| Intangible assets | 183,986 | 191,706 | |
| Investments in associated companies | 4 | 3,096,344 | 3,141,284 |
| Investments held for sale | 4 | 136,530 | 9,080 |
| Investments recorded at fair value through profit and loss | 25,098 | 16,933 | |
| Other non current debtors | 350,000 | 350,000 | |
| Other non current assets | 796,338 | 1,592,676 | |
| Deferred tax assets | 926,723 | 1,573,715 | |
| Total non current assets | 98,323,158 | 100,131,396 | |
| CURRENT ASSETS | |||
| Inventories | 1,597,501 | 1,991,290 | |
| Customers | 8,742,059 | 9,712,319 | |
| State and other public entitites | 891,852 | 905,275 | |
| Other current debtors | 1,611,293 | 392,502 | |
| Other current assets | 7,616,671 | 7,920,681 | |
| Cash and cash equivalents | 7 | 3,129,923 | 8,193,580 |
| Total current assets | 23,589,299 | 29,115,647 | |
| TOTAL ASSETS | 121,912,457 | 129,247,043 | |
| 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 | |
| Exchange conversion reserve | (743,957) | (1,234,642) | |
| Other reserves | (24,663,549) | (28,186,288) | |
| Consolidated net profit/(loss) for the period attributable to the parent company | 2,340,153 | 5,061,226 | |
| Equity attributable to equity holder of the parent company | 23,858,085 | 22,565,734 | |
| Non-controlling interests | - | - | |
| TOTAL EQUITY | 23,858,085 | 22,565,734 | |
| LIABILITIES | |||
| NON CURRENT LIABILITIES | |||
| Other loans | 9 | 49,619,376 | 49,521,018 |
| Other non current creditors | 15,090 | 15,090 | |
| Provisions | 12,611,459 | 12,485,094 | |
| Total non current liabilities | 62,245,925 | 62,021,202 | |
| CURRENT LIABILITIES | |||
| Other loans | 9 | 11,711,666 | 17,989,994 |
| Suppliers | 9,140,357 | 12,467,270 | |
| State and other public entities | 3,479,094 | 3,292,142 | |
| Other current creditors | 4,182,726 | 2,490,579 | |
| Other current liabilities | 7,294,604 | 8,420,122 | |
| Total current liabilities | 35,808,447 | 44,660,107 | |
| TOTAL LIABILITIES | 98,054,372 | 106,681,309 | |
| TOTAL EQUITY AND LIABILITIES | 121,912,457 | 129,247,043 |
The accompanying notes form an integral part of the consolidated financial statements.
III. Consolidated financial statements and notes
(amounts stated in Euro)
2nd quarter 2nd quarter Notes 30.06.2016 30.06.2015 2016 2015 Sales 25,328,997 25,896,089 12,684,062 13,220,794 Services rendered 15,147,150 16,354,009 8,735,787 9,168,382 Other operating income 7,994,996 7,747,414 4,466,899 4,183,357 Cost of sales (6,264,976) (6,372,993) (3,359,468) (3,180,883) External supplies and services (19,383,138) (20,383,991) (10,811,727) (11,207,057) Payroll expenses (15,981,597) (16,029,053) (7,933,413) (8,187,405) Amortisation and depreciation (1,265,011) (1,442,309) (632,501) (721,147) Provisions and impairment losses (244,636) (194,290) (150,133) (159,631) Other operating expenses (155,496) (160,778) (73,791) (101,081) Financial expenses 10 (1,594,647) (2,018,420) (839,883) (1,171,106) Financial income 10 6,353 2,101 (32,225) 1 Profit / (loss) before income tax 3,587,995 3,397,779 2,053,607 1,844,224 Income tax 6 (1,247,842) (1,094,999) (716,115) (550,418) Net consolidated profit / (loss) for the period 2,340,153 2,302,780 1,337,492 1,293,806 Attributable to: Shareholders of the parent company 2,340,153 2,302,780 1,337,492 1,294,885 Non-controlling interests - - - (1,079) REarnings per share: Basic 13 0.02 0.02 0.01 0.01 Diluted 13 0.02 0.02 0.01 0.01
The accompanying notes form an integral part of the consolidated financial statements.
(amounts stated in Euro)
(Amounts expressed in Euro)
| Attributable to equity holders of the parent company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Exchange | |||||||||
| Share | Share premium | Legal | conversion | Other | Net | Non controlling | Total | ||
| capital | account | reserve | reserves | reserves | profit / (loss) | Total | interests | equity | |
| Balance as of 1 January 2015 | 25,641,459 | 15,874,835 | 5,409,144 | (550,415) | (32,363,232) | 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 six months period ended 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 | (744,011) | (28,089,956) | 2,302,780 | 20,394,251 | - | 20,394,251 |
| Balance as of 1 January 2016 | 25,641,459 | 15,874,835 | 5,409,144 | (1,234,642) | (28,186,288) | 5,061,226 | 22,565,734 | - | 22,565,734 |
| Appropriation of consolidated net result for 2015: | |||||||||
| Transfer to retained earnings | - | - | - | - | 5,061,226 | (5,061,226) | - | - | - |
| Dividends distributed | - | - | - | - | (1,538,487) | - | (1,538,487) | - | (1,538,487) |
| Total comprehensive income | |||||||||
| for the six months period ended 30 June 2016 | - | - | - | 490,685 | - | 2,340,153 | 2,830,838 | - | 2,830,838 |
| Balance as of 30 June 2016 | 25,641,459 | 15,874,835 | 5,409,144 | (743,957) | (24,663,549) | 2,340,153 | 23,858,085 | - | 23,858,085 |
The accompanying notes form an integral part of the consolidated financial statements.
III. Consolidated financial statements and notes (amounts stated in Euro)
(Amounts expressed in Euro)
| 30.06.2016 | 30.06.2015 | 2nd quarter 2016 |
2nd quarter 2015 |
|
|---|---|---|---|---|
| Profit / (loss) for the period | 2,340,153 | 2,302,780 | 1,337,492 | 1,293,806 |
| Other comprehensive income: Items that will be reclassified to net income: |
||||
| Exchange differences on translation of foreign operations | 490,685 | (193,596) | 372,237 | (2,363) |
| Total comprehensive income for the period | 2,830,838 | 2,109,184 | 1,709,729 | 1,291,443 |
| Attributable to: | ||||
| Shareholders of the parent company Non-controlling interests |
2,830,838 - |
2,109,184 - |
1,709,729 - |
1,292,522 (1,079) |
The accompanying notes form an integral part of the consolidated financial statements.
(amounts stated in Euro)
| Notes | 30.03.2016 | 30.06.2015 | 2nd quarter 2016 | 2nd quarter 2015 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Operating activities: | |||||||||
| Cash flow from operating activities (1) | 4,771,352 | 3,465,509 | 3,746,780 | 3,397,156 | |||||
| Investment activities: | |||||||||
| Collections relating to: | |||||||||
| Tangible assets | 1,275 | 650 | 1,275 | 650 | |||||
| Interest and similar income | 984 | 21,928 | 163 | 10,357 | |||||
| Financial Investments | - | 765,900 | - | 765,900 | |||||
| Dividends | 200,000 | 202,259 | 234,100 | 1,022,578 | 200,000 | 201,438 | - | 776,907 | |
| Payments relating to: | |||||||||
| Financial Investments | (252,450) | (1,575,000) | - | - | |||||
| Tangible assets | (371,468) | (359,651) | (179,406) | (307,089) | |||||
| Intangible assets | (245,196) | (158,887) | (162,357) | (87,950) | |||||
| Loans conceded | (100,000) | (969,114) | - | (2,093,538) | - | (341,763) | - | (395,039) | |
| Cash flow from investment activities (2) | (766,855) | (1,070,960) | (140,326) | 381,868 | |||||
| Financing activities | |||||||||
| Collections relating to: | |||||||||
| Loans obtained | 17,322,640 | 17,322,640 | 7,000,000 | 7,000,000 | 7,331,256 | 7,331,256 | (5,150,000) | (5,150,000) | |
| Payments relating to: | |||||||||
| Interest and similar costs | (1,318,990) | (1,451,986) | (644,499) | (310,988) | |||||
| Amortisation of leasing contracts | (30,707) | (17,342) | (15,354) | (13,416) | |||||
| Dividends | (1,538,487) | (2,051,317) | (1,538,487) | (2,051,317) | |||||
| Loans obtained | (23,502,610) | (26,390,794) | (4,000,000) | (7,520,645) | (13,150,000) | (15,348,340) | 7,500,000 | 5,124,279 | |
| Cash flow from financing activities (2) | (9,068,154) | (520,645) | (8,017,084) | (25,721) | |||||
| Cash and its equivalents at the beginning of the period | 7 | 8,193,580 | 7,926,530 | 7,540,553 | 6,047,131 | ||||
| Changes in exchange rates | - | (631) | - | (631) | |||||
| Variation of cash and its equivalents: (1)+(2)+(3) | (5,063,657) | 1,873,904 | (4,410,630) | 3,753,303 | |||||
| Cash and its equivalents at the end of the period | 7 | 3,129,923 | 9,799,803 | 3,129,923 | 9,799,803 |
The accompanying notes form an integral part of the consolidated financial statements.
Cofina, SGPS, S.A. ("Cofina" or "Company") is an open capital company, with its head-office located at Rua General Norton de Matos, 68, r/c in Porto and has its shares listed in the Lisbon Euronext Stock Exchange ("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" and "Flash!", among others. Additionally, since the year of 2013, the Cofina Group has incorporated in its portfolio the broadcasting of the cable television channel "CMTV".
During the first semester ended as of 30 June 2016, 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 under the going concern assumption.
Annual consolidated financial statements were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union. The consolidated financial statements as of 30 June 2016 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 2015.
During this period there were no changes in accounting policies nor were detected any material errors relating to previous periods.
III. Consolidated financial statements and notes (amounts stated in Euro)
The companies included in the consolidated financial statements by the full consolidation method, their headquarters, percentage of participation held and activity developed as of 30 June 2016 are as follows:
| Designation | Headquarters | Percentage participation held |
Activity |
|---|---|---|---|
| Parent company: Cofina, SGPS, S.A. Cofina Media Group: |
Porto | Investment management | |
| Cofina Media, S.A. ("Cofina Media") | Lisbon | 100.00% | Newspapers and magazine publication, television broadcast, production and creation of websites for online business development, events promotion and organization. |
| Grafedisport – Impressão e Artes Gráficas, S.A. ("Grafedisport") |
Queluz | 100.00% | Newspaper printing |
| Adcom Media – Anúncios e Publicidade S.A. ("Adcom Media") |
São Paulo, Brasil |
100.00% | Communication and advertising services |
All the companies above 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 2016 are as follows:
| Percentage | |||||
|---|---|---|---|---|---|
| Designation | Headquarters | 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 |
29.90% | - | Investment management | |
| Management of services and | |||||
| Mercados Globais – Publicação de Conteúdos, Lda. | V.N. Gaia | 50% | - | promotion of a financial forum on | |
| the internet |
Associated company VASP and Destak Brasil were included in the consolidated financial statements in accordance with the equity method. The company Mercados Globais is recorded at acquisition cost, less impairment losses.
III. Consolidated financial statements and notes (amounts stated in Euro)
During the year ended as of 31 December 2015, Cofina Group proceeded to the settlement of its subsidiary Buz Participações Ltda.. Therefore, that company, as at that date, ceased to be part of the consolidation perimeter.
The acquisition cost of the associated companies and their book value as of 30 June 2016 are as follows:
| Designation | Acquisition Cost | Book value | |
|---|---|---|---|
| VASP – Sociedade de Transportes e Distribuições, Lda. | € 6,234 | € 2,896,344 | |
| Destak Brasil – Empreendimentos e Participações, S.A. | € 299,064 | € (324,198) | |
| Mercados Globais – Publicação de Conteúdos, Lda. | € 72,000 | - |
As of 30 June 2016 and 31 December 2015 the caption "Investments in associated companies" can be detailed as follows:
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Financial Investment | ||
| VASP – Sociedade de Transportes e Distribuições, Lda. | 2,896,344 | 3,041,284 |
| Mercados Globais - Publicação de Conteúdos, Lda. | 72,000 | 72,000 |
| 2,968,344 | 3,113,284 | |
| Accumulated impairment losses on investments in associated companies | (72,000) | (72,000) |
| 2,896,344 | 3,041,284 | |
| Loans granted | ||
| Destak Brasil Empreendimentos | 200,000 | 100,000 |
| 3,096,344 | 3,141,284 |
As of 30 June 2016 and 31 December 2015 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 their net realizable amount, presenting this caption, as of those dates, a net book value of 136,530 Euro and 9,080 Euro, respectively. As of 30 June 2016 and as of 31 December 2015 the total investments for which adjustments were made in the same value amount to 386,076 Euro and 244,439 Euro, respectively.
III. Consolidated financial statements and notes (amounts stated in Euro)
During the six months' periods ended as of 30 June 2016 and 2015, the movement in the caption "Goodwill" fully refers to the exchange rates' change in the Goodwill of the subsidiary Adcom Media.
As of 30 June 2016 and 2015, the caption "Income Tax" is made up as follows:
| 30.06.2016 | 30.06.2015 | |
|---|---|---|
| Current tax | ||
| Income tax for the period | 762,376 | 710,404 |
| Excess/(Insufficiency) of prior years income tax | (161,526) | (131,166) |
| Deferred tax | 646,992 | 515,761 |
| 1,247,842 | 1,094,999 | |
As of 30 June 2016, 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 2016, amounts to, 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 2016 and 2015 and as of 31 December 2015, the caption "Cash and cash equivalents" can be detailed as follows:
| 30.06.2016 | 31.12.2015 | 30.06.2015 | |
|---|---|---|---|
| Cash | 66,428 | 66,058 | 61,253 |
| Bank deposits repayable on demand | 3,063,495 | 8,127,522 | 9,738,550 |
| Cash and cash equivalents | 3,129,923 | 8,193,580 | 9,799,803 |
III. Consolidated financial statements and notes (amounts stated in Euro)
As of 30 June 2016, 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 30 June 2016 and 31 December 2015, the caption "Other loans" was made up as follows: 30.06.2016
| Book value | Nominal value | |||
|---|---|---|---|---|
| Current | Non current | Current | Non current | |
| Bond loans | - | 49,619,376 | - | 50,000,000 |
| Commercial paper | 11,711,666 | - | 11,750,000 | - |
| 11,711,666 | 49,619,376 | 11,750,000 | 50,000,000 | |
| 31.12.2015 | ||||
| Book value | Nominal value | |||
| Current | Non current | Current | Non current | |
| Bond loans | - | 49,521,018 | - | 50,000,000 |
| Commercial paper | 17,989,994 | - | 18,000,000 | - |
| 17,989,994 | 49,521,018 | 18,000,000 | 50,000,000 |
As of 30 June 2016, 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 49,619,376 Euro. This loan, according to its terms, matures on September 28, 2019.
III. Consolidated financial statements and notes (amounts stated in Euro)
The liability caption "Commercial Paper" relates to two commercial paper programs, in the maximum amounts of 15,000,000 Euro and 5,000,000 Euro, with guaranteed subscription by the banks, which bear interest at market rates. These commercial paper programs mature in September 2019 and November 2018, respectively.
The financial income and expenses for the six months' periods ended as of 30 June 2016 and 2015 are made up as follows:
| 30.06.2016 | 30.06.2015 | |
|---|---|---|
| Financial expenses | ||
| Interest paid | (972,507) | (1,277,888) |
| Commissions | (297,844) | (320,032) |
| Other financial expenses | (12,441) | (11,799) |
| Gains and Losses in associated companies | ||
| Application of the Equity Method | (311,855) | (408,701) |
| (1,594,647) | (2,018,420) | |
| Financial income | ||
| Interest received | 6,353 | 2,101 |
| 6,353 | 2,101 |
As of 30 June 2016, 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 of the ongoing income tax claims.
III. Consolidated financial statements and notes (amounts stated in Euro)
As of 30 June 2016, Cofina Media Group companies had assumed responsibilities for guarantees granted amounting to 578,553 Euro mainly related to its advertising activities (329,109 Euro) and ongoing tax proceedings (249,791 Euro).
Additionally, as of 30 June 2016, the Group 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 2016 and 2015 were determined taking into consideration the following amounts:
| 30.06.2016 | 30.06.2015 | |
|---|---|---|
| Net profit / (loss) considered for the computation of basic and diluted earnings |
2,340,153 | 2,302,780 |
| Weighted average number for shares used to compute the basic earnings per share |
102,565,836 | 102,565,836 |
| Earnings per share: | ||
| Basic | 0.02 | 0.02 |
| Diluted | 0.02 | 0.02 |
According to the source and nature of the income generated by the Group, the following segments were considered:
Since the Group mainly operates in the domestic market, geographic segments are not reported.
III. Consolidated financial statements and notes (amounts stated in Euro)
| Eliminations and | ||||
|---|---|---|---|---|
| consolidations | ||||
| 30.06.2016 | Newspapers | Magazines | adjustments | Total |
| Net operating income | 39,904,786 | 8,566,357 | - | 48,471,143 |
| Operating cash-flow - EBITDA (a) | 7,016,050 | (574,750) | - | 6,441,300 |
| Operating profit (EBIT) | 5,751,039 | (574,750) | - | 5,176,289 |
| Eliminations and | |||||
|---|---|---|---|---|---|
| consolidations | |||||
| 30.06.2015 | Newspapers | Magazines | adjustments | Total | |
| Net operating income | 40,322,236 | 9,675,276 | - | 49,997,512 | |
| Operating cash-flow - EBITDA (a) | 7,271,462 | (415,055) | - | 6,856,407 | |
| Operating profit (EBIT) | 5,829,153 | (415,055) | - | 5,414,098 |
(a) - Earnings before interests, taxes, depreciation and amortisation
Relating to the year ended as of 31 December 2015, the Board of Directors proposed, in its annual report, that from the individual net profit of Cofina, S.G.P.S., S.A., in the amount of 6,472,693.96 Euro, 1,538,487.54 Euro, which corresponds to a dividend of 0.015 Euro per share, would be distributed as dividends and the remainder in the amount of 4,934,206.42 Euro would be transferred to the caption "Other reserves", having that proposal been approved in the General Shareholders' Meeting held on of 21 April 2016.
The interim financial statements as of 30 June 2016 were approved by the Board of Directors for issuance on 28 July 2016.
III. Consolidated financial statements and notes (amounts stated in Euro)
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.
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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