Abril Comunicações S.A.

Transcription

(A free translation of the original in Portuguese)
and subsidiaries
FINANCIAL STATEMENTS
at December 31, 2013 and
Independent Auditor's Report
and subsidiaries
FINANCIAL STATEMENTS
at December 31, 2013 and
Independent Auditor's Report
CONTENTS
Page
Management report
1
Independent auditor's report
2-3
Balance sheets
4-5
Statements of operations
6
Statements of changes in equity
7
Statements of cash flows
Notes to the financial statements
Board of Directors and Executive Board
8-9
10 - 87
88
Management report
Dear Stockholders,
In compliance with statutory requirements, we submit for your consideration the Financial Statements of
Abril Comunicações S.A. for the year ended December 31, 2013.
Acknowledgements:
We would like to thank our customers for the trust placed in us, and our stockholders, suppliers and
employees for their commitment and excellence, which are indispensable to the Abril Group's success.
We are at your disposal for any clarifications deemed necessary.
São Paulo, March 31, 2014
Management
1
BALANCE SHEETS
(All amounts in thousands of reais)
ASSETS
12/31/2013
Parent
12/31/2012
12/31/2013
R e st ate d
Consolidated
12/31/2012
R e st ate d
CURRENT ASSETS:
Cash and cash equivalents (note 5)
185,677
361,750
227,279
369,900
Trade receivables (note 6)
268,825
316,476
471,984
311,213
Inventories (note 7)
83,614
103,220
101,319
110,703
Taxes to be offset (note 8)
54,012
37,149
68,881
37,870
-
1,177
-
685
58,176
47,598
66,246
48,312
650,304
867,370
935,709
878,683
54,179
1,040,144
Dividends receivable (note 26)
Advances to suppliers and others (note 9)
Total current assets
NON-CURRENT ASSETS:
LONG-TERM RECEIVABLES
Loans and other credits with
related parties (note 26)
854,617
1,576,149
Trade receivables (note 6)
16,714
7,828
20,768
3,095
Taxes to be offset (note 8)
11,676
646
14,222
1,519
Judicial deposits (note 17)
64,211
41,119
79,290
42,970
135,274
154,899
202,331
155,609
970,954
970,954
-
-
94
15,032
134
15,032
2,053,540
2,766,627
370,924
1,258,369
INVESTMENTS (note 10)
643,939
335,868
746
47,708
INTANGIBLE ASSETS (note 11)
324,698
328,730
651,235
333,112
PROPERTY, PLANT AND EQUIPMENT (note 12)
236,292
284,180
417,347
367,192
Total non-current assets
3,258,469
3,715,405
1,440,252
2,006,381
Total assets
3,908,773
4,582,775
2,375,961
2,885,064
Deferred income tax and social
contribution (note 16)
Dividends receivable (note 26)
Advances to suppliers and others (note 9)
The accompanying notes are an integral part of these financial statements.
4
(continued)
BALANCE SHEETS
LIABILITIES AND EQUITY
12/31/2013
Parent
12/31/2012
12/31/2013
R esta ted
CURRENT LIABILITIES:
Trade and other payables (note 13)
Borrowings and
debentures (note 14)
Income tax and social contribution payable
Taxes and contributions payable (note 15)
Dividends and interest
on capital payable (note 26)
Magazine subscriptions
Total current liabilities
NON-CURRENT LIABILITIES:
Trade and other payables (note 13)
Loans and other debts with
related parties (note 26)
Borrowings and
debentures (note 14)
Provision for contingencies (note 17)
Provision for losses on operations
of subsidiary (note 10)
Taxes and contributions payable (note 15)
contribution (note 16)
Consolidated
12/31/2012
R estate d
507,950
522,995
550,947
399,735
229,333
57,173
34,124
1,432
64,385
247,855
532
68,586
34,124
1,543
66,920
246,003
123,052
322,792
246,240
123,303
323,031
1,040,459
1,068,780
1,114,160
948,656
46,333
62,934
45,637
63,699
32,015
64,483
3,585
16,348
2,420,175
30,516
2,178,989
57,204
932,920
74,766
902,226
57,347
221,572
10,096
269,809
17,986
31,096
21,951
21,193
233,049
296,393
273,159
306,798
Total non-current liabilities
2,993,756
2,947,798
1,383,114
1,367,611
Total liabilities
4,034,215
4,016,578
2,497,274
2,316,267
EQUITY (note 19):
Share capital
Revenue reserves
Accumulated deficit
17,362
(142,804)
458,627
59,647
47,923
17,362
(142,804)
458,627
59,647
47,923
Total equity
(125,442)
566,197
(125,442)
566,197
Non-controlling interests
Total liabilities and equity
-
-
4,129
2,600
(125,442)
566,197
(121,313)
568,797
3,908,773
4,582,775
2,375,961
5
2,885,064
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
(All amounts in thousands of reais, except for earnings per share)
2013
Parent
2012
2013
Consolidated
2012
Restated
Continuing operations
Revenue (note 21)
Cost of sales (note 22)
Gross profit
Selling expenses (note 22)
Administrative expenses (note 22)
Other income (expenses),
net (note 23)
Share of profits of
subsidiaries (note 10)
Operating profit (loss)
Finance income and costs (NOTE 24):
Income
Costs
Exchange variations, net
Profit (loss) before income tax and
social contribution
INCOME TAX AND SOCIAL
CONTRIBUTION
CONTRIBUIÇÃO (note
SOCIAL
25)(nota 25):
Current
Deferred
Profit (loss) for the year
from continuing operations
Discontinued operations
Loss for the year from discontinued
operations (note 10.5.j)
Restated
1,830,417
(820,632)
527,585
(204,212)
2,570,299
(1,474,911)
724,259
(285,773)
1,009,785
323,373
1,095,388
438,486
(602,153)
(329,769)
(145,082)
(104,338)
(685,742)
(419,044)
(208,691)
(143,097)
8,166
(5,901)
9,295
(6,172)
(58,038)
73,312
(2,225)
656
27,991
141,364
(2,328)
81,182
105,494
(170,602)
(135,755)
85,314
(78,733)
(100,227)
51,551
(148,449)
(12,531)
70,479
(69,764)
(27,850)
(172,872)
47,718
(111,757)
54,047
(133)
45,347
(15,548)
59,277
(8,470)
(9,195)
(18,619)
56,621
(127,658)
91,447
(129,422)
92,049
(39,015)
-
(39,015)
-
(166,673)
91,447
(168,437)
92,049
(166,673)
(1,764)
91,447
602
(168,437)
92,049
(4.5106)
(1.3785)
(5.8891)
3.5165
3.5165
ATTRIBUTABLE TO
Owners of the Company
Earnings (loss) per share from continuing and discontinued operations
attributable to owners of the Company during the year - R$ (note 19.6)
Continuing operations
Discontinued operations
There was no other comprehensive income. Accordingly, the Company is not presenting a statement of comprehensive
income.
6
STATEMENTS OF CHANGES IN EQUITY - PARENT COMPANY AND CONSOLIDATED
Attributable to owners of the parent
Capital
reserves
Share
capital
AT DECEMBER 31, 2011
(unaudited)
Capital reduction to absorb losses
as per AGE of 8.31.12
Capital increase with investment of
Editora Abril as per AGE of 8.31.12
Change in accounting policies (note 3.2.b)
Absorption of losses as per AGE of 8.31.12
Interest on capital
Transactions with non-controlling interests
Profit for the year
Other movements
in non-controlling interests
Allocation of profit:
- Legal reserve (note 19.2)
- Proposed dividends (note 19.4)
- Additional dividend proposed (note 19.2)
AT DECEMBER 31, 2012 (restated)
Loss from January to March 2013
Merger of Abril S.A. as per
AGE of 4.30.13 (note 10.5.c)
Loss from April to December 2013
Acquisition of non-controlling
interests (note 10.5.i)
Corporate restructuring of subsidiaries (note 10.5.d)
Other movements in non-controlling interests
AT DECEMBER 31, 2013
398,583
Subvention for
investments
Revenue reserves
Legal
reserve
25,673
-
Additional
dividend
proposed
Accumulated
deficit
Total
(266,153)
158,103
-
(240,480)
240,480
300,524
41,559
25,673
(14,462)
7,491
91,447
(25,673)
458,627
-
(441,265)
17,362
4,254
(4,254)
-
-
300,524
41,559
(14,462)
7,491
91,447
Total
equity
160,477
-
602
(376)
300,524
41,559
(14,462)
7,491
92,049
(376)
55,393
(4,254)
(18,465)
(55,393)
(18,465)
-
55,393
47,923
566,197
2,600
568,797
(29,606)
(29,606)
-
(29,606)
29,606
(137,067)
(471,306)
(137,067)
(18,791)
(34,869)
(55,393)
-
7
2,374
-
4,254
Noncontrolling
interests
(142,804)
(18,465)
-
(1,764)
(471,306)
(138,831)
(18,791)
(34,869)
-
3,293
(18,791)
(34,869)
3,293
(125,442)
4,129
(121,313)
STATEMENTS OF CASH FLOWS
Parent
2013
Consolidated
2012
2013
R es t a t ed
2012
R e st at e d
CASH FLOWS FROM OPERATING ACTIVITIES
(166,673)
91,447
(168,437)
92,049
140,670
22,810
172,223
29,686
5,945
5,204
5,945
-
(656)
Adjustments for:
Depreciation and amortization
Write-off through impairment of intangible assets
Share of profits of subsidiaries
(73,312)
from continuing operations
58,038
2,225
39,015
39,015
Share of profits of subsidiaries
from discontinued operations
Effect of deferral of subscritions from
prior years
41,559
Net disposals of permanent assets
1,786
Realization of deferred income tax
(43,719)
Deferred income tax on surplus
612
41,559
9,730
(37,866)
5,492
(321)
5,849
653
(35,212)
(1,628)
Provision for impairment of trade receivables
199
Provisão
Provisionpara
for contingencies
contingências- -payments
pagamentos
(25,159)
Capital gains in subsidiaries
8,486
651
151
3,268
(877)
187,454
85,545
99,762
76,280
Interest received
15,866
Changes in working capital
Trade receivables
571
11,842
798
Interest and exchange variations
(495)
651
6,053
40,765
49,690
27,397
(6,281)
Inventories
19,606
6,785
24,839
11,273
Taxes to be offset
(5,322)
36,888
(5,647)
35,147
4,572
16,965
3,182
19,861
Judicial deposits
(23,087)
22,994
(24,602)
24,072
Trade and other payables
Advances to suppliers and others
(32,962)
(34,748)
36,858
(103,734)
Taxes and contributions payable
(3,135)
(16,886)
8,151
(16,364)
Provision for contingencies - payments
(1,530)
(5,125)
(21,691)
(9,100)
Magazine subscriptions
(76,789)
12,419
(76,834)
8,785
Interest paid
(95,355)
(93,116)
Income tax and social contribution paid
(7,988)
CASH PROVIDED BY
OPERATING ACTIVITIES
17,544
250,404
44,536
8
192,203
(continued)
STATEMENTS OF CASH FLOWS
2013
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases
Aquisiçõesof:
de:
Intangible assets
Property, plant and equipment
Investments
Goodwill
Acquisition
Aquisição de
of non-controlling
participação deinterests
não controladores
Capital increase of subsidiary
Redução
Capital reduction
de capital
ofem
subsidiaries
controladas
Bens
Assets
destinados
for sale à venda
Partes
Relatedrelacionadas
parties
Dividends
Dividendos
received
recebidos
Cash received in business combination
Cash
Dividendos
written-off
recebidos
in disposal of investments
Parent
2012
Consolidated
2013
2012
Restated
Restated
(109,107)
(30,988)
(1,700)
(21,476)
29,928
(199,309)
3,964
6,411
-
(95,606)
(17,248)
-
(126,569)
(49,828)
(4,424)
(38,855)
(18,791)
(106,545)
(23,295)
-
(156,021)
2,665
250,510
188
(77,543)
32,187
-
(1,466)
(164,921)
345,725
(322,277)
(15,700)
(283,635)
49,498
217,644
(10,645)
(60,000)
-
380
(3,503)
(8,227)
-
223,997
(36,873)
(60,000)
(132)
633
(3,959)
(8,935)
-
(18,339)
(11,447)
(30,514)
(13,392)
128,660
(22,797)
96,478
(25,653)
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
(176,073)
211,907
(142,621)
216,048
(+) At the beginning of the year
(=) At the end of the year
361,750
185,677
149,843
361,750
369,900
227,279
153,852
369,900
(176,073)
211,907
(142,621)
216,048
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings
Captação de empréstimos e financiamentos
Repayment
Pagamentoofdeborrowings
empréstimos e financiamentos
Dividends
Dividendos
paid
pagos
Reversão
Reversal de
of mandatory
dividendosdividends
obrigatórios
Payment
Pagamentos
of taxes
de tributos
and contributions
e contribuições
PAES, REFIS IV and taxes in installments
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES
NET CHANGES IN CASH AND
CASH EQUIVALENTS
9
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED
DECEMBER 31, 2013
(All amounts in thousands of reais unless otherwise stated)
__________
1.
GENERAL INFORMATION
Abril Comunicações S.A. (the "Company") is a Corporation headquartered in São Paulo, state of
São Paulo, controlled by Ativic S.A. (formerly Abril S.A. until March 31, 2013). The Company and
its subsidiaries (the "Group") share their corporate, managerial and operating structures and costs.
1.1. Relevant corporate changes
Prior to September 30, 2012, the main activities of the Company were the holding of equity
interests in companies, mainly those operating in the industries of communication,
transmission, reception and distribution of TV signals and programs. On August 31, 2012,
with the capital increase from the investment of Editora Abril S.A., the Group started to
engage in publishing and printing activities, which comprise the editing, printing and sale of
magazines, yearbooks, guides and technical publications, the selling of advertising and
publicity, and database marketing, as detailed in note 10.6.b.
On March 31, 2013, the Company merged its parent company Abril S.A. and started to
operate in the distribution of its editorial products, e-commerce, courier services to deliver
small packages, out-of-home advertising, and organization and promotion of fairs and events,
as detailed in note 10.5.c. As a result of the merger, all Abril S.A.'s direct subsidiaries are
now the Company's direct subsidiaries, as shown below:
Subsidiaries
Equity interest
A.R. & T. Ltda.
Abril Marcas Ltda.
Abril Musiclub Ltda.
Abril Radiodifusão S.A.
Beigetree Participações Ltda.
Canais Abril de Televisão Ltda.
Casa Cor Promoções e Comercial Ltda.
Elemidia Consultoria e Serviços de Marketing Ltda.
Redtree Participações S.A.
Usina do Som Brasil Ltda.
Webco Internet S.A.
Nimbuzz Brasil S.A. (joint control)
10
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
49%
1.2. Company's economic and financial recovery
During the year ended December 31, 2013, management intensified its efforts to seek
operational and economic alternatives in order to rebalance its financial position.
Management is committed to accomplishing these goals and has focused on priority
businesses, and on cost reduction by reviewing and thoroughly simplifying processes,
eliminating unnecessary activities, streamlining the corporate structure, reviewing its
business portfolio, disposing of non-strategic assets, seeking new financing, renegotiating
short-term debt and, ultimately, capitalizing the Company.
It is worth noting that management has successfully renegotiated and lengthened a portion of
its short-term lines with creditor banks in early 2014. In late 2013, financial ratios under debt
covenants were also renegotiated to match the Company's cash-generating ability and its
indebtedness level.
These actions were included and considered in the operational planning for 2013.
Management has formally undertaken to monitor and correct any deviations.
The Group's Board of Directors authorized these consolidated financial statements for issuance on
March 31, 2014.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The main accounting policies applied in the preparation of these parent company and consolidated
financial statements are set out below. Such policies were consistently applied in all years
presented, unless otherwise stated.
2.1. Basis of preparation
The financial statements have been prepared under the historical cost convention, modified
by financial assets and financial liabilities (including derivative instruments, when applicable)
measured at fair value.
The preparation of financial statements requires the use of certain critical accounting
estimates. It also requires management to exercise judgment in the process of applying the
Group's accounting policies. The areas involving a higher degree of judgment or complexity,
or areas where assumptions and estimates are significant to the parent company and
consolidated financial statements are disclosed in Note 3.
2.1.a Consolidated financial statements
The consolidated financial statements have been prepared and are being presented in
accordance with the accounting practices adopted in Brazil, including the
pronouncements
issued by the Brazilian Accounting
Pronouncements
Committee (CPC), as well as according to the International Financial Reporting
Standards (IFRS) issued by the International Accounting Standards Board (IASB).
The financial statements follow international standards (IFRS) because of the noncontrolling shareholder MIH Brazil Holdings BV.
11
2.1.b Parent company financial statements
The parent company financial statements have been prepared in accordance with the
accounting practices adopted in Brazil issued by the CPC and are disclosed together
with the consolidated financial statements.
In the parent company financial statements, subsidiaries and jointly-controlled entities
are recorded on the equity accounting method, adjusted for the proportion held in the
Group's contractual rights and obligations. The same adjustments are made in the
parent company and consolidated financial statements in order to reach the same
profit or loss and equity attributable to the owners of the parent entity. In the case of
the Company, the accounting practices adopted in Brazil applicable to parent
company financial statements differ from IFRS applicable to separate financial
statements only in relation to the evaluation of investments in subsidiaries and jointlycontrolled entities, which under Brazilian standards are based on the equity
accounting method, instead of at cost or fair value in accordance with IFRS.
2.2. Consolidation
The following accounting policies have been applied in the preparation of the consolidated
financial statements.
Subsidiaries
Subsidiaries include all entities (including structured entities) over which the Company has
control. The Group controls an entity when it is exposed to or has the right to variable returns
arising from its involvement with the entity and has the ability to influence such returns due to
the power it has over the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Company. They are deconsolidated from the date that control
ceases.
The Group applies the acquisition method to account for business combinations. The
consideration transferred for the acquisition of a subsidiary represents the fair value of assets
transferred, liabilities incurred and equity interests issued by the Group. The consideration
transferred includes the fair value of assets or liabilities resulting from a contingent
consideration arrangement, when applicable. Acquisition-related costs are expensed as
incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values as at the acquisition date. The
Group recognizes any non-controlling interest in the acquiree either at fair value or at the
non-controlling interest's proportionate share of the fair value of the acquiree's net assets.
The measurement of the non-controlling interests to be recognized is determined upon each
acquisition.
The excess of: (i) the consideration transferred; (ii) the value of non-controlling interests in
the acquiree; and (iii) the acquisition-date fair value of any previous equity interest in the
acquiree, over the fair value of the Group's share of the identifiable net assets acquired is
recorded as goodwill. When the total of consideration transferred, non-controlling interests
recognized and measurement of previous equity interest is lower than the fair value of the net
assets of the acquired subsidiary, the difference is recorded directly in the statement of
income for the year.
Transactions, balances and unrealized gains and losses on transactions between
consolidated entities are eliminated. The accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the Company.
12
Jointly-controlled entities
As provided by CPC 19/IFRS 11, interests in jointly-controlled companies are not recognized
on the equity method. Accordingly, their assets and liabilities are not included in the
consolidated financial statements.
At December 31, 2012, the jointly-controlled entity was not included in the financial
statements, as the Company's interest in this company dates from the restructuring of
March 31, 2013 (note 10.5 (c)).
The Group considers transactions with non-controlling interests as transactions with owners
of the Group's assets. For purchases of non-controlling interests, the difference between any
consideration paid and the acquired portion of the book value of the subsidiary's net assets is
recorded in equity. Similarly, gains or losses on disposals of non-controlling interests are
recorded directly in equity.
2.3. Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of the Group companies are measured using
the currency of the primary economic environment in which each entity operates (the
"functional currency"). The consolidated financial statements are presented in Brazilian
Reais (R$), which is the Company's functional currency, and also the Group's
presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions or the dates of valuation when
items are remeasured. Foreign exchange gains and losses resulting from the settlement
of these transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currency are recognized in the statement of
income.
Foreign exchange gains and losses that relate to borrowing, cash and cash equivalents
and other accounts subject to foreign exchange variations are presented in the statement
of income as "Foreign exchange variations, net", in the finance income or costs
accounts.
2.4. Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other
short-term highly liquid investments with original maturities of three months or less, with an
immaterial risk of change in value.
2.5. Financial assets
2.5.1 Classification
The Company classifies its financial assets at initial recognition in the following
categories: At fair value through profit or loss, and Loans and receivables. In these
13
financial statements there are no held-to-maturity assets or available-for-sale assets.
The classification depends on the purpose for which the financial assets were
acquired.
a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for
trading. A financial asset is classified in this category if it was acquired principally
for realization in the short term. All financial assets in this category are classified
as current assets.
Derivatives as, for example, swap contracts, are also measured at fair value
through profit or loss
b) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are included
in current assets, except for maturities greater than 12 months after the end of the
reporting period, which are classified as non-current assets. The Company's loans
and receivables include loans to subsidiaries, trade receivables, other receivables
and cash and cash equivalents.
2.5.2 Recognition and measurement
Normal purchases and sales of financial assets are recognized on the trade date.
Investments are initially recognized at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss. Financial assets at fair value
through profit or loss are initially recognized at fair value, and transaction costs are
expensed in the statement of income. Financial assets are derecognized when the
right to receive cash flow from the investments has expired or been transferred, and
the Company has transferred substantially all of the risks and rewards of ownership.
Financial assets at fair value through profit or loss are subsequently carried at fair
value. Loans and receivables are carried at amortized cost using the effective interest
method.
The fair values of quoted investments are based on current bid prices. If the market
for a financial asset is not active or the asset has no publicly available quotations, the
Company establishes these fair values by using valuation techniques. These include
the use of recent arm's length transactions, reference to other instruments that are
substantially similar, discounted cash flow analysis, and option pricing models making
maximum use of market inputs and relying as little as possible on entity-specific
inputs.
2.5.3 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance
sheet when there is a legal right to offset the recognized amounts and there is an
intention to settle on a net basis, or to realize the asset and settle the liability
simultaneously.
14
2.6. Impairment of financial assets
Assets carried at amortized cost
The Company assesses at each balance sheet date whether there is objective evidence that
a financial asset or group of financial assets is impaired. A financial asset or group of
financial assets is impaired and impairment losses are incurred only if there is objective
evidence of impairment as a result of one or more events that occurred after the initial
recognition of the asset (a loss event), and that loss event (or events) has an impact on the
estimated future cash flow from the financial asset or group of financial assets that can be
reliably estimated.
The criteria that the Group uses to determine that there is objective evidence of an
impairment loss include:
(i)
significant financial difficulty on the part of the issuer or debtor;
(ii) a breach of contract, such as a default or delinquency in interest or principal payments;
(iii) the Company and its subsidiaries, for economic or legal reasons relating to the
borrower's financial difficulty, granting to the borrower a concession that it would not
otherwise consider;
(iv) it becoming probable that the borrower will enter bankruptcy or other financial
reorganization;
(v) disappearance of an active market for that financial asset due to financial difficulties of
the issuer.
The amount of any impairment loss is measured as the difference between the asset's
carrying amount and the present value of the estimated future cash flow from the financial
asset. The carrying amount of the asset is reduced and the loss amount is recognized in the
statement of income.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease
can be related objectively to an event occurring after the impairment was recognized (such as
an improvement in the debtor's credit rating), the reversal of the previously recognized
impairment loss is recognized in the statement of income.
2.7. Trade receivables
Trade receivables refer mainly to the sale of advertising, printing services, magazine
subscriptions and distribution services. If collection is expected in one year or less, they are
classified as current assets. If not, they are presented as non-current assets.
The provision for the impairment of trade receivables is established based on the level of
historical losses, and on the background and monitoring of the current situations of
customers, and is deemed to be sufficient to cover possible losses on the realization of the
receivables. During the year, the amount of trade receivables under judicial recovery was
fully recorded in the provision for impairment of trade receivables.
15
2.8. Inventory
Inventory is stated at the average cost of purchase or production, which is lower than the
replacement cost or net realizable value. When applicable, this cost is reduced by the
provision for obsolescence and/or for a write-down to market value. Imports in transit are
stated at the accumulated cost of each import.
The Group recognizes a provision for losses on slow-moving finished products and raw
materials. This provision is constituted based on a percentage relating to the time when the
items remain in stock, up to a maximum limit of three years. After this period, a full provision
is recorded for probable losses. Spare parts for machinery and equipment can remain
physically in stock while there is probability of utilization, even if they have been subject to an
accounting provision.
2.9. Judicial deposits
Judicial deposits are monetarily restated and presented as a deduction from the
corresponding liability, when applicable.
2.10. Intangible assets
(i) Goodwill
Goodwill represents the excess of the cost of an acquisition over the net fair value of the
assets and liabilities of the acquired entity. Goodwill on acquisitions of subsidiaries is
recorded within "Intangible assets" in the consolidated financial statements, while in the
parent company financial statements it is recorded as "Investments", unless the acquired
entity has been merged into the Company. If negative goodwill is determined, the
amount is recorded as a gain in the profit for the period on the date of acquisition.
Goodwill is tested annually for impairment and carried at cost less accumulated
impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on
the disposal of an entity include the carrying amount of goodwill relating to the entity
sold.
Goodwill is allocated to cash-generating units (CGUs) for the purpose of impairment
testing. The allocation is made to those cash-generating units or groups of CGUs that
are expected to benefit from the business combination in which the goodwill arose,
identified by operating segment.
(ii) Computer software
Computer software licenses are capitalized on the basis of the costs incurred to acquire
and bring to use the specific software. These costs are amortized over the estimated
useful life of the software.
Costs associated with maintaining computer software programs are recognized as
expenses as incurred. Development costs that are directly attributable to the design and
testing of identifiable and unique software products controlled by the Group are
recognized as intangible assets when the following criteria are met:
.
It is technically feasible to complete the software product so that it will be available for
use.
16
.
Management intends to complete the software product and use or sell it.
.
There is an ability to use or sell the software product.
.
It can be demonstrated that the software product will generate probable future
economic benefits.
.
Adequate technical, financial and other resources to complete the development and to
use or sell the software product are available.
.
The expenditure attributable to the software product during its development can be
reliably measured.
Directly attributable costs that are capitalized as part of the value of the software product
include the software development employee costs and an appropriate portion of
applicable overheads. Costs also include finance costs related to the development of the
software product.
Other development expenditure that does not meet these criteria is recognized as
expenses as incurred. Development costs previously recognized as expenses are not
recognized as an asset in a subsequent period.
Computer software development costs recognized as assets are amortized using the
straight-line method over their estimated useful lives, at the rates disclosed in note 11.
(iii) Trademarks and licenses
Acquired trademarks and licenses are initially stated at historical cost. Trademarks and
licenses are not amortized.
(iv) Portfolio of customers
The contractual customer relationships acquired in a business combination are
recognized at their fair value as at the acquisition date. The contractual customer
relationships have a finite useful life and are carried at cost less accumulated
amortization. Amortization is calculated using the straight line method over the expected
life of the customer relationship, at the rates stated in note 11.
2.11. Property, plant and equipment
Property, plant and equipment is stated at historical acquisition cost plus the effects of
revaluations carried out on December 31, 2005 by subsidiary Abril Gráfica Ltda., based on an
appraisal prepared by a specialized company, covering only the printing plant, buildings and
land.
Depreciation is calculated on the straight line method considering the costs and residual
values over the estimated useful lives of the assets, in accordance with the rates disclosed in
note 12. Land and buildings mainly represents buildings, sheds and offices. Land is not
depreciated. Machinery and industrial equipment mainly represents the industrial printing
plant used for printing magazines and periodicals.
17
Gains and losses on disposals are determined by comparing the proceeds with the carrying
amount and are recognized within "Other income, net" in the statement of income. When
revalued assets are sold, the respective amounts included in the revaluation reserve are
transferred to retained earnings.
The costs of borrowing used to finance the construction of property, plant and equipment are
capitalized during the period necessary to construct and prepare the asset for its intended
use.
Repairs and maintenance costs are allocated to profit or loss as incurred. The cost of major
renovations is included in the carrying amount of the asset, when it is probable that the
Company will realize future economic benefits exceeding the performance initially expected
from the existing asset. Major renovations are depreciated over the remaining useful life of
the related asset.
2.12. Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortization and are tested
annually for impairment. Assets that are subject to amortization are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amounts may not be
recoverable. An impairment loss is recognized when the asset's carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset's fair value less costs
to sell and value in use. For the purposes of assessing impairment, assets are grouped at the
lowest level for which there is separately identifiable cash flow (cash-generating unit level).
Non-financial assets other than goodwill that were adjusted due to impairment are
subsequently reviewed for the possible reversal of the impairment at the balance sheet date.
2.13. Advances from customers
Prepayments from customers (classified in Trade and other payables) refer to advances
received for future advertising and are recorded as revenue when the related advertisement
is published.
2.14. Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the
ordinary course of business. Accounts payable are classified as current liabilities if payment
is due within one year or less. Otherwise they are presented as non-current liabilities.
Trade payables are recognized initially at fair value and subsequently measured at amortized
cost using the effective interest method. In practice, they are usually recognized at the
amount of the related invoice.
2.15. Borrowings and debentures
Borrowings and debentures are recognized initially at fair value, net of transaction costs
incurred, and are subsequently carried at amortized cost. Any difference between the
proceeds (net of transaction costs) and the total amount payable is recognized in the
statement of income over the period of the borrowings using the effective interest method.
Borrowing is classified within current liabilities unless the Group has an unconditional right to
defer settlement of the related liability for at least 12 months after the reporting period.
18
Both general and specific borrowings costs that are directly attributable to the acquisition,
construction or production or a qualifying asset - i.e., an asset which necessarily requires a
substantial amount of time to be ready for its intended use or sale - are capitalized as part of
the asset cost when it is probable that they will yield future economic benefits for the entity
and such costs can be reliably measured. Other borrowing costs are expensed as incurred.
2.16. Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a
result of past events, it is probable that an outflow of resources will be required to settle the
obligation, and the amount of this outflow can be reliably estimated.
Provisions are measured at the present value of the expenditure expected to be required to
settle the obligation using a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the obligation. The increase in the provision due to
the passage of time is recognized as an interest expense.
2.17. Magazine subscriptions
The balance of the "magazine subscriptions" account refers to advances for subscriptions
and is realized upon production and delivery of future publications.
2.18. Current and deferred income tax and social contribution expenses
The income tax and social contribution expenses for the period are comprised of current and
deferred taxes and are recognized in the statement of income. The current income tax and
social contribution expenses are calculated on the basis of the tax laws enacted up to the end
of the reporting period.
The current income tax and social contribution expenses are presented net in liabilities when
there are amounts payable, or in assets when the amounts prepaid exceed the total amounts
due on the reporting date.
Deferred income tax and social contribution expenses are recognized in the financial
statements on income tax and social contribution losses and temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts. The current tax
rates of 25% for income tax and 9% for social contribution are used to calculate deferred
taxes.
Deferred tax assets are recognized to the extent that it is probable that future taxable profits
will be available to offset temporary differences and/or tax losses, based on projections of
future results using internal assumptions and future economic scenarios, which may,
therefore, be subject to changes.
2.19. Employee benefits
(i) Pension obligations
The pension plan sponsored by the Group is a defined contribution plan administered by
Sociedade de Previdência Privada - Abrilprev, to which contributions are made on a
compulsory, contractual or voluntary basis. Once the contributions have been made, the
Company has no obligation to make additional payments. Regular contributions cover the
net costs for the period in which they are due, and thus are included in personnel costs.
19
(ii) Profit sharing
The Group offers its employees a profit sharing program named "Superação", linked to the
accomplishment of pre-established goals.
This benefit is recognized on a monthly basis and adjusted at the end of the year, when
the amount to be paid to employees can be accurately calculated.
2.20. Statements of income
Revenue recognition
a) Revenue from sales of products and services
The Group recognizes revenue when the amount of revenue can be reliably measured, it
is probable that future economic benefits will result from the transaction and when specific
criteria have been met for each of the Group's activities.
Revenues from advertising (net of volume bonuses), sales of products and printing
services are recognized when the advertising is published, the products are delivered or
the services are rendered, respectively. Sales of magazines to points of sale are
recognized on the publication date, net of estimated losses. Revenue from magazine
subscriptions is recognized proportionally to the copies delivered. The Company also
enters into advertising barter transactions, for which the fair value concept is applied to
each agreement.
b) Interest income
Interest income is recognized on an accruals basis, using the effective interest method.
Costs
Costs related to advertising are recognized when the respective advertisement is published.
Production costs are determined using the specific lot method and take into consideration the
average purchase or production price. Costs of services rendered are recognized when the
services are rendered. Costs relating to magazine production and sales are recognized as at
the date of each issue, and the costs of subscriptions and the distribution of copies are
calculated when the magazines are delivered to the subscribers
2.21. Dividends and interest on capital
The distribution of dividends and interest on capital to the Company stockholders is
recognized as a liability in the Group's financial statements at the end of each year, in
accordance with the Company's bylaws. Any amount in excess of the minimum mandatory
dividend is provided only on the date it is approved by the Board of Directors.
The tax benefit for interest on capital is shown in the statement of income.
2.22. Leases
Leases in which a significant portion of the risks and rewards of ownership is retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to the statement of income on a straight line
basis over the period of the lease.
Some subsidiaries of the Company lease certain property, plant and equipment. Leases of
property, plant and equipment where the subsidiaries bear substantially all of the risks and
20
rewards of ownership are classified as finance leases. Finance leases are capitalized at the
inception of the lease at the lower of the fair value of the leased item and the present value of
the minimum lease payments.
Each lease payment is allocated between the outstanding liability and the finance charges so
as to achieve a constant interest rate on the outstanding finance balance. The corresponding
lease obligations, net of finance charges, are included in other long-term liabilities. The
interest element of the finance cost is charged to the statement of income over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the
liability for each period. The property, plant and equipment items acquired under finance
leases are depreciated over their respective useful lives.
The indirect subsidiaries Treelog S.A. Logística e Distribuição and Tex Courrier Ltda. bear
substantially all of the risks and rewards of ownership related to their fleet vehicles classified
as finance leases. Finance leases are recorded in the same manner as financed purchases,
recognizing at the beginning of the lease the property, plant and equipment item and the
related financing liability (lease).
2.23. New standards, amendments to and interpretations of existing standards that are not
yet effective
The following new standards, amendments to and interpretations of existing standards were
issued by the International Accounting Standards Board (IASB) but are not effective for 2013.
The early adoption of these standards, even though encouraged by IASB, has not been
implemented in Brazil by the Brazilian Accounting Pronouncements Committee (CPC).
. IFRIC 21, Levies. The interpretation clarifies when an entity should recognize a liability to
pay a levy in accordance with the legislation. The recognition of the obligation is applicable
only after the obligating event takes place. The standard is applicable as from January 1,
2014.
. IFRS 9, Financial instruments, addresses the classification, measurement and recognition of
financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October
2010. It replaces the parts of IAS 39 that relate to the classification and measurement of
financial instruments. IFRS 9 requires financial assets to be classified into two measurement
categories: those measured at fair value and those measured at amortized cost. The
determination is made at initial recognition. The basis of classification depends on the entity's
business model and the contractual cash flow characteristics of the financial instruments. For
financial liabilities, the standard retains most of the IAS 39 requirements. The main change is
that, in cases where the fair value option is taken for financial liabilities, the part of a fair value
change due to an entity's own credit risk is recorded in other comprehensive income rather
than the statement of income, unless this creates an accounting mismatch. The Group is yet
to assess IFRS 9's full impact. The standard is applicable as from January 1, 2015.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be
expected to have a material impact on the Company and its subsidiaries.
2.24. Impacts of Provisional Measure 627
The Federal Revenue Secretary's Ruling Instruction 1,397 (IN 1397) and Provisional
Measure 627 (MP 627) were published on September 17, 2013 and November 12, 2013,
respectively, and: (i) revoked the Transitional Tax System (RTT) as from 2015, with the
introduction of a new tax system; and (ii) changed Decree-law 1,598/77 on corporate income
21
tax and the legislation on social contribution on net income. The new tax system set out in
MP 627 is effective as from 2014 for companies which elect to adopt it. MP 627 provisions to
be highlighted include the treatment of distribution of profits and dividends, calculation basis
of interest on capital, and criterion of compute the share of profit of subsidiaries and
associates in the period when RTT was in effect.
The preliminary conclusion of a study conducted by the Company on the potential effects of
MP 627 and IN 1297 is that dividends may have been overpaid for years 2012, 2011 and
2010. This conclusion is based on the best interpretation of the current MP 627 text by both
management and its legal advisors. The possible signature of MP 627 into law may change
this conclusion. The Company is awaiting for the passage of any amendments to MP 627 to
take a decision about whether or not to opt for the early adoption of the tax rule in fiscal year
2014.
3.
CRITICAL ACCOUTNING ESTIMATES AND JUDGMENTS
Estimates and judgments are continually reassessed and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
3.1 Critical accounting estimates and assumptions
a)
Estimated impairment of goodwill
The Company tests annually whether goodwill has suffered any impairment, in accordance
with its accounting policy. The recoverable amounts of cash-generating units (CGUs) have
been determined based on value-in-use calculations. These calculations require the use of
estimates.
b)
Revenues from barter and advertising
The Company and its subsidiaries enter into advertising barter transactions, and the fair
value concept is applied to each agreement. Because revenue from advertising barter
transactions cannot be reliably measured using the fair value of the advertising services
received, in accordance with Pronouncement CPC 30, Revenue, management uses
historical experience and estimates to determine the fair value of services delivered.
c)
Deferred taxes
The Company and its subsidiaries recognize deferred income tax and social contribution
expenses on income tax and social contribution losses, respectively, as well as on
temporary differences, in cases where they believe that there is future recoverability. The
realization of these deferred taxes is contingent on the availability of sufficient future
taxable income.
d)
Provision for contingencies
The Group is party to lawsuits and administrative proceedings, which include labor, civil
and tax lawsuits arising in the normal course of their business. When the Company's
management, based on past experience and the opinion of its legal advisors, considers
that a loss on these lawsuits is probable, a provision for contingencies is recognized at an
amount considered sufficient to cover the eventual losses on the lawsuits.
e)
Joint ventures
Abril Comunicações S.A. holds 49% of voting shares of Nimbuzz Brasil S.A. The
arrangement was classified as joint control because the unanimous agreement of all
parties is contractually required for all relevant activities.
22
The joint venture is structured as a limited liability entity and the parties to the agreement
have rights to this entity's net assets. For this reason, the arrangement is classified as a
joint venture and recorded in the financial statements on the equity method.
3.2 Changes in accounting policies
Changes in accounting policies affected the parent company and consolidated financial
statements. The main adjustments made and their impacts on the financial statements are
described below:
(a) Proportionate deconsolidation
As discussed in note 3.1.e, the Group has joint control over the 49% interest in Nimbuzz
Brasil S.A. As each venturer has rights to Nimbuzz’s net assets, the agreement was
classified as a joint venture and as such is accounted for on the equity method. The
investment was previously subject to proportionate consolidation. The restatement of
comparative numbers for 2012 was not required as the Company's interest in Nimbuzz
dates from the corporate restructuring which took place on March 31, 2013 (note 10.5.c).
(b) Deferral of costs and expenses for acquisition of new subscriptions
As prescribed by CPC 23 - Accounting policies, changes in estimates and correction of
errors, the Company introduced a change in its accounting practices as a result of
changes in marketing conditions (increased subscription period) and commercial policies
for subscriptions, considering that sales commissions expenses increased as new
magazine subscribers were acquired. For better presentation of this economic fact, the
Company elected to change its accounting practice so as to recognize this expenditure as
new contract acquisition costs, which are amortized to the extent that revenues from the
sale of each magazine subscription are recognized. The deferral of these expenses was
calculated as from year 2010 in order to restate the current balances. Given the merger of
Editora Abril S.A. into the Company on September 30, 2012 (note 10.6.b), the initial
adjustment was recognized directly in equity, as an adjustment to merged balances, in
the amount of R$ 41,559. During 2013, R$ 57,364 was amortized and recognized in the
Company statement of income, while the amount recorded in intangible assets, yet to be
amortized, is R$ 88,572.
This change in accounting policy has not affected the balance of magazine subscriptions
to be delivered, recognized in current liabilities.
Changes in the amount that was recorded directly in the Company's equity with respect to
prior years are stated below:
Opening balance
Capitalization
Amortization
Deferred income tax and
social contribution
1/1/2012 to
9/30/2012 (*)
10/1/2012 to
12/31/2012
40,779
41,559
12,323
(11,142)
15,677
(6,034)
(401)
Closing balance
41,559
(3,279)
47,923
(*) Balances not included in the financial statements and presented for comparison
purposes only.
23
The effects of adjustments arising from the change in accounting policy on the balance
sheet and statement of income are as follows:
(i) Balance sheet
As
previously
stated
CURRENT ASSETS
NON-CURRENT ASSETS
LONG-TERM
REALIZÁVEL RECEIVABLES
A LONGO PRAZO
INVESTMENTS
INVESTIMENTOS
INTANGIBLE
INTANGÍVEL ASSETS
PROPERTY,
IMOBILIZADO
PLANT & EQUIPMENT
Adjustments
Restated
867,370
867,370
2,766,627
335,868
2,766,627
335,868
256,119
284,180
72,611
328,730
284,180
Total assets
4,510,164
72,611
4,582,775
CURRENT LIABILITIES
1,068,780
EQUITY
(i)
Parent
December 31, 2012
1,068,780
2,923,110
24,688
2,947,798
518,274
47,923
566,197
4,510,164
72,611
4,582,775
Statement of income
As
previously
stated
Parent
December 31, 2012
Adjustments
Restated
Cost of sales
(198,178)
6,034
(204,212)
Selling expenses
(160,759)
(15,677)
(145,082)
62,556
(3,279)
59,277
Deferred income tax
24
(i)
Balance sheet
As
previously
stated
CURRENT ASSETS:
Consolidated
December 31, 2012
Adjustments
Restated
878,683
-
878,683
1,258,369
-
1,258,369
NON-CURRENT ASSETS:
LONG-TERM RECEIVABLES
47,708
-
47,708
INTANGIBLE ASSETS
260,501
72,611
333,112
PROPERTY, PLANT & EQUIPMENT
367,192
-
367,192
2,812,453
72,611
2,885,064
948,656
-
948,656
1,342,923
24,688
1,367,611
520,874
47,923
568,797
2,812,453
72,611
2,885,064
INVESTMENTS
Total assets
CURRENT LIABILITIES:
EQUITY
(ii) Statement of income
As
previously
stated
Adjustments
Restated
Cost of sales
(279,739)
6,034
(285,773)
Selling expenses
(224,368)
(15,677)
(208,691)
59,900
(3,279)
56,621
Deferred income tax
4.
Consolidated
December 31, 2012
FINANCIAL RISK MANAGEMENT
4.1
General considerations and policies
The Group has a risk management policy, which provides guidelines on transactions and
requires the diversification of transactions and counterparties. According to this policy, the
nature and general positions of financial risks are monitored and managed on a regular
basis in order to evaluate their outcomes and their financial impact on cash flow. The credit
limits of counterparties are also periodically reviewed.
25
The Risk Management Committee assists management in examining and reviewing
information related to risk management, including the significant policies, procedures and
practices used in risk management.
4.2
Financial risk factors
The activities of the Group exposes it to several areas of financial risk: market (including
currency and interest rate), credit and liquidity risk. The Company's global risk management
program is focused on the uncertainty of financial markets and seeks to minimize any
possible adverse effects on financial performance.
The risk management policy was issued by the Board of Directors and establishes the
existence of a Risk Management Committee. In accordance with this policy, market risks are
protected against when this is deemed necessary to support the corporate strategy or
maintain the level of financial flexibility. The Corporate Treasury function identifies, assesses
and may contract financial instruments for the purpose of hedging the Company against
potential financial risks, mainly those arising from interest and foreign exchange rates.
a) Market risk
(i) Exchange rate risk
Some subsidiaries of the Company have borrowing and contracts with suppliers
denominated in foreign currency. The risk related to these transactions arises from
possible fluctuations in exchange rates, which may increase the balances of the
related liabilities. The consolidated liabilities subject to this risk represent
approximately 1.20% of total borrowing and trade payables at December 31, 2013.
The Group has entered into derivative agreements (swaps) to hedge against this
type of risk only for borrowing obtained under BACEN Resolution 2,770/00.
Additionally, for liabilities denominated in foreign currency, there is a continuous
monitoring of market rates in order to evaluate the requirement for derivatives to
hedge against the risk of volatility in these rates.
The market values of these transactions do not substantially differ from the amounts
recorded in the financial statements at December 31, 2013 and 2012.
(ii) Interest rate risk
The Company has loans, financing and debentures in local currency, which are
subject to interest rates linked to indices (mainly the Interbank Deposit Rate (CDI)).
The risk related to these liabilities arises from possible fluctuations in these rates.
The Company had not entered into derivative agreements to hedge against this type
of risk at December 31, 2012 and 2011. However, the market rates are constantly
monitored in order to assess the need to contract derivatives to hedge against
fluctuations in these rates.
In addition to borrowings, the Company issued debentures not convertible into, nor
exchangeable for, shares, which were distributed under limited efforts, as provided
for in CVM Instruction 476/09. This liability was contracted at an interest rate linked
to CDI and the related risk arises from the possible increase in the CDI rate.
26
The market values of the instruments mentioned above did not differ significantly
from the amounts recorded in the financial statements at December 31, 2013 and
2012.
Based on simulations, the impact on profit, after income tax and social contribution,
of a variation of 0.25% in the CDI rate would correspond to a maximum amount of
R$ 1,476.
b) Credit risk
Credit risk is managed on a corporate basis. The credit risk arises from cash and cash
equivalents, marketable securities and trade receivables.
In relation to banks and financial institutions, the Company invests only in securities of
entities independently classified at a minimum rating of "brAAA" (by Standard & Poor's)
or "Aaa.br" (by Moody's).
The rates contracted for marketable securities reflect normal market conditions, which
establish remuneration at the average rate of 100.2% of CDI.
The Group's sales policy considers the credit risk level that it is willing to accept in the
course of its business. The diversification of its receivables portfolio, selectivity in
accepting customers, as well as the monitoring of sales terms by business segment and
individual position limits, are the procedures adopted to minimize possible default
problems on accounts receivable.
c) Liquidity risk
Prudent liquidity risk management implies the maintenance of sufficient cash and
marketable securities, as well as the availability of committed credit lines and the
capacity to liquidate market positions. Due to the dynamic nature of the business of the
Company and its subsidiaries, the treasury area maintains flexibility of funding through
committed credit lines.
Management monitors the Company's consolidated liquidity level, taking into
consideration the expected cash flow, unutilized credit lines and cash and cash
equivalents.
4.3
Fair value estimates
The carrying values of trade receivables and payables, less impairment provisions, are
assumed to approximate their fair values. The fair values of financial liabilities for disclosure
purposes are estimated by discounting the future contractual cash flow at the current
market interest rate that is available to the Group for similar financial instruments.
The Group adopted CPC 40/ IFRS 7 for financial instruments that are measured at fair
value in the balance sheet, which requires the disclosure of fair value measurements
according to their level of the following fair value measurement hierarchy:
 Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
 Information, other than quoted prices, included within Level 1, that is adopted by the
market for the asset or liability, either directly (that is, as prices) or indirectly (that is,
derived from prices) (Level 2).
27
 Inputs for the asset or liability that are not based on data adopted by the market (that is,
unobservable inputs) (Level 3).
At the end of the year, the Group had only bank deposit certificates, classified as cash
equivalents, at Level 2.
4.4
Capital management
The Company's objectives in managing its capital are to ensure its business continuity, offer
an acceptable return to the stockholders and benefits to other stakeholders, as well as to
maintain an optimal capital structure to reduce the cost of capital.
At December 31, 2013, the indebtedness level pointed to the need to rebalance the
relationship between own financial resources and third-party resources. As discussed in
note 1.2, management is actively taking actions to accomplish this goal, in particular:

Allocation of proceeds from the sale of assets (note 10.5.j) to reduce indebtedness
levels;

Renegotiation of maturities of short- and mid-term debts to match cash flows
provided by operations;

Increased profitability of operations, aiming at improving the Company's cash flows
and equity.
The Company monitors its capital using the gearing ratio. This ratio reflects the Company's
managerial control based on agreements and contracts for each financial transaction and is
basically equal to net debt divided by earnings before interest, taxes, depreciation and
amortization (EBITDA).
5.
CASH AND CASH EQUIVALENTS
Cash
Banks
Bank deposit certificates
Held for trading (i)
12/31/2013
344
33,080
Parent
12/31/2012
287
40,274
Consolidated
12/31/2013
12/31/2012
400
315
48,338
42,753
152,253
321,189
178,541
326,832
185,677
361,750
227,279
369,900
(i) Bearing the average rate of 100.2% of the Interbank Deposit Certificate (CDI) rate, designated
at fair value through profit or loss, with variable maturities and redeemable at any time.
28
6.
TRADE RECEIVABLES
6.1. Trade receivables
Parent
12/31/2013 12/31/2012
Advertising
Newsstands and retail
Printing services
Barter
Classified ads
Internet
Copyright
Related parties
Other
Provision for impairment
of trade receivables
Current
Non-current
Consolidated
12/31/2013 12/31/2012
100,253
42,841
29,714
79,637
3,268
1,577
17,831
29,388
14,798
114,205
49,729
36,897
101,858
2,734
3,332
18,002
24,189
6,927
134,115
264,278
29,714
81,203
3,268
1,577
18,646
13,123
19,196
116,758
51,959
31,347
101,858
2,734
3,332
18,818
16,354
7,714
319,307
357,873
565,120
350,874
(33,768)
(33,569)
(72,368)
(36,566)
285,539
324,304
492,752
314,308
268,825
16,714
316,476
7,828
471,984
20,768
311,213
3,095
6.2. Aging of trade receivables is as follows:
12/31/2013
Not yet due:
Past due:
Up to 30 days
From 31 to 60 days
From 61 to 90 days
From 91 to 180 days
From 181 to 360 days
Over 360 days
Provision for impairment
of trade receivables (i)
(i)
Parent
12/31/2012
Consolidated
12/31/2013 12/31/2012
262,059
275,874
431,528
265,510
57,248
14,277
1,121
1,170
3,378
6,437
30,865
81,999
43,018
1,711
2,206
2,778
5,377
26,909
133,592
39,315
8,731
7,110
15,251
9,795
53,390
85,364
43,320
1,720
2,254
2,779
5,384
29,907
319,307
357,873
565,120
350,874
(33,768)
(33,569)
(72,368)
(36,566)
285,539
324,304
492,752
314,308
The provision for impairment of trade receivables is recognized mainly for all credits
more than 90 days overdue. However, management continuously monitors all
receivables and the individual position of its customers, as well as the quality of credits
granted. When the outcomes of such assessments point to risks in the realization of
29
credits, customers are contacted for negotiation and monitoring of payment terms. Based
on these assessments, management understand that the provision amounts at
December 31, 2013 are sufficient to cover any defaults on receivables.
6.3. Changes in the provision for impairment of trade receivables are as follows:
Parent
At December 31, 2012
Restructuring (note 10.5.c)
Additions
7.
33,569
36,566
199
26,452
9,350
33,768
72,368
INVENTORY
Parent
12/31/2012
12/31/2013
Raw materials
Work in process
Finished products
Consumables and spare parts
Imports in transit
Provision for obsolescence
8.
Consolidated
Consolidated
12/31/2012
12/31/2013
47,829
8,297
15,144
4,496
9,131
(1,283)
59,587
12,312
16,851
15,964
(1,494)
48,904
8,322
26,038
9,888
9,451
(1,284)
60,110
12,331
16,901
6,411
16,465
(1,515)
83,614
103,220
101,319
110,703
TAXES TO BE OFFSET
12/31/2013
Parent
12/31/2012
12/31/2013
Consolidated
12/31/2012
Income tax on
financial investments
Social contribution on revenues (COFINS)
19,775
11,097
20,810
11,177
-
-
576
110
Prepaid income tax and
social contribution
Income tax on borrowings
1,144
224
8,948
1,141
10,006
12,657
12,137
12,877
6,307
-
6,550
-
-
-
838
24
Income tax and social
contribution on interest on capital
Social Integration Program (PIS)
Excise tax (IPI)
1,684
1,017
1,685
1,017
Social Security Contribution (INSS)
13,874
2,307
15,274
2,307
Other federal taxes
11,941
8,720
13,155
8,720
957
1,773
3,130
2,016
65,688
37,795
83,103
39,389
Current
54,012
37,149
68,881
37,870
Non-current
11,676
646
14,222
1,519
Other
30
9.
ADVANCES TO SUPPLIERS AND OTHERS
12/31/2013
Parent
12/31/2012
12/31/2013
Consolidated
12/31/2012
Advances to employees
Advances to suppliers
Advances on copyrights
Advance payments (i)
Other
2,366
19,271
3,480
31,435
1,718
58,270
3,390
23,491
3,123
31,033
1,593
62,630
4,405
20,948
3,480
34,083
3,464
66,380
3,443
23,935
3,123
31,068
1,775
63,344
Current
Non-current
58,176
94
47,598
15,032
66,246
134
48,312
15,032
(i)
Relates to amounts advanced by customers as advance receipts for advertising, internet,
classified ads, printing services, and volume bonuses (granted on large purchases of paper).
This line typically reflects the contractual obligation of producing goods or rendering services
or returning the monies received. These obligations are supposed to be settled in the short
run (within 12 months). Those liabilities maturing beyond 12 months are stated in long-term
liabilities.
10. INVESTMENTS IN SUBSIDIARIES
10.1) The direct investments of Abril Comunicações S.A. in subsidiaries at December 31, 2013
and 2012 are as follows:
31
12/31/2013
Subsidiaries
Abril Gráfica Ltda. (a)
Abril Jovem Investments Corporation (c)
Abril Marcas Ltda. (d)
Abril Musiclub Ltda. (e)
Abril Vídeo Distribuição Ltda. (g)
A.R.T. Ltda. (h)
Beigetree participações Ltda. (i)
Canais Abril de Televisão Ltda. (j)
Casa Cor Promoções e Comercial Ltda. (k)
- Goodwill
- Purchase price allocation
- Income tax and social contribution
CCS - Camboriú Cable System de Telecomunicações Ltda. (l)
Dinap - Distribuidora Nacional de Publicações Ltda. (m)
Editora Novo Continente Ltda. (n)
Elemidia Consultoria e Serviços de Marketing Ltda. (o)
- Goodwill
Entrega Fácil Logística Integrada Ltda. (p)
Magazine Express Coml., Import. e Export. de Revistas Ltda. (r)
Meu Espelho Comércio e Importação de Cósméticos S.A. (s)
- Goodwill
Nimbuzz Brasil S.A. (t)
Redtree Participações Ltda. (u)
S.C.P Abril RBA Coleções (v)
Tevecap Comunications Ltd. (x)
TV Pelicano S.A (ab)
Usina do Som Brasil Ltda. (w)
Webco Internet S.A. (ac)
Other
Ownership %
Equity
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
199,473
48,474
1,590
472
5,178
4,490
8,879
457
4,368
3,402
42,087
908
19,987
1,034
4,474
561
192
252,233
14
11,555
526
480
60.00
100.00
100.00
51.00
49.00
100.00
50.00
100.00
70.00
100.00
100.00
Investments
199,473
48,474
1,590
472
5,178
4,490
8,879
457
4,368
13,234
34,498
(11,729)
2,041
908
19,487
40,393
7,551
(2,567)
286
804
538
(183)
94
252,233
7
11,555
526
480
402
643,939
Total investments
32
12/31/2012
Ownership %
100.00
100.00
100.00
-
Equity
Investments
60.00
96.65
100.00
-
200,402
42,287
34,560
5,668
48,879
949
-
200,402
42,287
34,560
3,401
47,307
949
-
90.00
100.00
-
2,659
4,011
-
2,393
4,011
-
70.00
-
224
-
157
401
335,868
12/31/2013
Sjubsidiaries
Ownership %
Abril Radiodifusão S.A. (f)
- Goodwill
100.00
Provision for
losses in
subsidiaries
Net capítal
deficiency
12/31/2012
Ownership %
(54,545)
22,512
-
1,421
(484)
(124,191)
(5,995)
100.00
100.00
(73,579)
(6,596)
(73,579)
(6,596)
(118,985)
(56,286)
(9,925)
(4,438)
(118,985)
(56,286)
(9,925)
(4,438)
100.00
100.00
(124,191)
(5,995)
Tevecap Communications Ltd. (x)
Tevecap Inc. (y)
Tevecap Overseas Ltd. (z)
TV Condor S.A. (aa)
100.00
100.00
100.00
100.00
(44,084)
(11,380)
(4,805)
(44,084)
(11,380)
(4,805)
100.00
100.00
100.00
100.00
70.00
(30)
(21)
100.00
-
Provision for
losses in
subsidiaries
(54,545)
-
Abril Investments Corporation (b)
IBA Comercial e Distribuição S.A. (q)
TV Pelicano S.A. (ab)
Net capital
deficiency
-
(221,572)
Total provision for losses of subsidiaries
Consolidated
12/31/2012
Investments
Abril Radiodifusão S.A. (note 10.5.j)
- Goodwill
Dinap - Distribuidora Nacional de Publicações Ltda. (note 10.6.c)
GPS Intermediação de Espaços Publicitários Ltda.
Media Corp Serv. de Publicidade e Midia Corporat. Ltda.
Nimbuzz Brasil S.A.
Other
45
94
607
(54,545)
22,512
1,421
(484)
-
47,307
401
-
Total consolidated
746
(31,096)
47,708
33
(269,809)
12/31/2013
Provision
for losses
Associates
-
Investments
a) Abril Gráfica Ltda. - owning printing machinery and facilities.
b) Abril Investments Corporation - holding interests in other companies.
c) Abril Jovem Investments Corporation - holding interests in other companies.
d) Abril Marcas Ltda. - selling its own and third-party goods, as well as licensing its own and thirdparty brands, operating trading and services franchise activities, representing domestic or
foreign companies, holding equity interests in other companies, and operating credit card
management, insurance and reinsurance activities.
e) Abril Musiclub Ltda. - selling, through direct marketing, discs and other phonographic and
video phonographic productions, recorded by any means, destined for the public in general, by
means of a catalog subscribers club, linked by the desire to purchase such products, and
providing services to third parties, in the form of the rental of the database of the members of
the subscribers' club and the sale of advertising space, throughout Brazil.
f) Abril Radiodifusão S.A. - used to provide radio broadcasting and telecommunication services.
As detailed in note 10.5.j, this company's operations have been reduced and the investment is
now recognized on the equity method.
g) Abril Vídeo Distribuição Ltda. - was mainly engaged in the duplication, selling, distribution,
import and export of videotapes. This company's activities have been suspended and the
Company's management is currently assessing its wind-up and the subsequent allocation of its
assets.
h) A. R. & T. Ltda. - purchasing and selling machinery and equipment for the communications
segments.
i)
Beigetree Participações Ltda. - holding equity interests in other companies, in Brazil or
abroad, as a stockholder or quotaholder or under any other title, and also acting as
representative, on its own account or on account of third parties, in domestic or international
business.
j)
Canais Abril de Televisão Ltda. - recording, producing, editing, distributing, importing and
exporting films, documentaries and television programs, and trading (by means of purchase and
sale, licensing, distribution or any other form) of audiovisual content, commercial advertising and
publicity.
k) Casa Cor Promoções e Comercial S.A. – providing services related to the organization and
promotion of exhibitions, trade shows, congresses, cultural, sporting and artistic events, as well
as exhibits and events of any nature, amusement, entertainment and auxiliary services,
landscaping, decoration and similar services and any activities related to these.
l)
CCS - Camboriú Cable System de Telecomunicações Ltda. - providing cable TV, satellite
pay TV and other broadcasting services, as well as other telecommunication services.
m) Dinap - Distribuidora Nacional de Publicações Ltda. - distributing books, fascicles, book
collections, newspapers, magazines, printed material and publications in general, as well as
purchasing selling, importing and exporting these products.
34
n) Editora Novo Continente S.A. – acting as a publishing house.
o) Elemidia Consultoria e Serviços de Marketing S.A. – offering franchises in the marketing
consulting and services segment, and creating, producing and broadcasting advertising, by any
means, mainly through electronic media, as well as holding equity interests in other companies,
in Brazil and abroad.
p) Entrega Fácil Logística Integrada Ltda. - logistics, distribution and warehousing in general.
q) IBA Comercial e Distribuição S.A. - distributing, transmitting, communicating and airing
intellectual work of any nature, whether owned by it or third parties, on any means or media.
r) Magazine Express Coml., Import. e Export. de Revistas Ltda. – conducting wholesale and
retail marketing, importing and exporting books, magazines, brochures, periodic publications,
cd-roms and similar items.
s) Meu Espelho Comércio e Importação de Cosméticos S.A. - marketing and importing
cosmetics, personal care items and products on the internet.
t) Nimbuzz Brasil S.A. - selling software, licensing or assigning the use of customized software,
and providing advertising and publicity, including campaign planning, and value added services.
This company is recognized on the equity method and its balances are not included in the
consolidation.
u) Redtree Participações S.A. ("Redtree") - holding equity interests in other companies, in Brazil
or abroad, as a stockholder or quotaholder or under any other title, and also representing, on its
own account or on account of third parties, domestic or international businesses. It is the parent
company of the segment of "distribution" of magazines, fascicles and other products to
distributors as well as of retail and subscription sales.
v) S.C.P RBA Brasil Coleções - publishing collections, comprising books and/or booklets,
whether or not together with CDs, DVDs or other products to be launched and relaunched and
to be sold in Brazil and other Latin America countries.
w) Usina do Som Brasil Ltda. - providing services related to the generation and provision of
digital entertainment, in the form of data, audio, video and text for distribution through digital
means and media.
x) Tevecap Communications Ltd. - holding interests in other companies.
y) Tevecap Inc. - holding interests in other companies.
z) Tevecap Overseas Ltd. - holding interests in other companies.
aa) TV Condor S.A. – Providing cable TV services.
ab) TV Pelicano S.A. – Providing cable TV services.
ac) Webco Internet S.A. - creating, operating and maintaining internet sites and portals, providing
services related to internet advertising, and holding equity interests in other companies.
35
10.2)
The equity in the results and the provision for losses in direct subsidiaries of Abril Comunicações S.A. at December 31, 2013 and 2012 were as
follows:
Subsidiaries
Abril Gráfica Ltda. (*)
Abril Investments Corporation (*)
Abril Jovem Investments Corporation (*)
Abril Marcas Ltda. (***)
Abril Musiclub Ltda. (***)
Abril Vídeo Distribuição Ltda. (*)
Abril Radiodifusão S.A. (***)
Amortização da alocação do preço de compra
ART Ltda. (***)
Beigetree participações Ltda. (***)
Canais Abril de Televisão Ltda. (***)
Casa Cor Promoções e Comercial Ltda. (***)
Alocação do preço de compra
CCS - Camboriú Cable System de Telecomunicações Ltda. (*)
Dinap - Distribuidora Nacional de Publicações Ltda. (*) (****)
Editora Abril S.A. (**)
Editora Novo Continente Ltda. (*)
Elemidia Consultoria e Serviços de Marketing Ltda. (***)
Entrega Fácil Logística Integrada Ltda. (*) (****)
IBA Comercial e Distribuição S.A. (*)
Magazine Express Coml., Import. e Export. de Revistas Ltda. (*) (****)
Meu Espelho Com. e Import. de Cosméticos S.A.
Nimbuzz Brasil S.A. (***)
S.C.P Abril RBA Coleções
Redtree Participações Ltda. (***)
Tevecap Communications Ltd.
Tevecap Inc.
Tevecap Overseas Ltd.
TV Condor S.A.
TV Pelicano S.A
Usina do Som Brasil Ltda. (***)
Webco Internet S.A. (***)
Ownership %
100.00
100.00
100.00
100.00
100.00
100.00
100.00
Profit (loss)
for the period
(929)
(50,613)
6,187
367
(19)
(180)
(47,866)
100.00
100.00
100.00
100.00
844
474
2,049
384
60.00
96.65
100.00
100.00
100.00
2,156
(7,569)
(9)
1,270
90.00
100.00
100.00
51.00
(1,625)
(32,073)
(1,364)
(733)
49.00
50.00
100.00
100.00
100.00
100.00
100.00
70.00
100.00
100.00
(14)
(186)
(124,116)
130,540
12,202
(1,455)
(367)
(254)
43
(34)
Net effect on results for the period
12/31/2013
Equity in
the results
(929)
(50,613)
6,187
360
2
(180)
(38,397)
(617)
801
375
1,887
1,952
(1,431)
1,294
(2,348)
(9)
3,928
(2,725)
(627)
(32,073)
(276)
(142)
(19)
(6)
(93)
(124,116)
130,540
12,202
(1,455)
(367)
(178)
43
(22)
(97,052)
(*) Result for October to December 2012, following the merger of Editora Abril S.A.
(**) Result for 100% for September 2012. Merged on September 30, 2012 (note 10.6.b)
(***) Result from April to December 2013, following the merger of Abril S.A.
(****) Result from January to March 2013, before the merger of Abril S.A.
36
Ownership %
100.00
100.00
100.00
100.00
60.00
96.65
100.00
90.00
100.00
100.00
100.00
100.00
100.00
100.00
70.00
-
Profit (loss)
for the period
(209)
(10,340)
267
24
2,512
679
10
(1,453)
(4,023)
(519)
77,528
6,836
(816)
(347)
(58)
-
12/31/2012
Equity in
the results
(209)
(10,340)
267
24
1,507
656
4,085
10
(1,308)
(4,023)
(519)
77,528
6,836
(816)
(347)
(41)
73,310
Consolidated
Equity in the results
Associates
12/31/2013
(2,348)
Dinap - Distribuidora Nacional de Publicações Ltda. (note 10.6.c)
Nimbuzz Brasil S.A. (note 3.2.a)
(6)
12/31/2012
656
-
S.C.P. RBA Coleções
(95)
Other
224
-
(2,225)
656
Net effect on result for the period
10.3) Changes in investments:
37
Subsidiaries
Abril Gráfica Ltda.
Abril Jovem Investments Corporation
Abril Marcas Ltda.
Abril Vídeo Distribuição Ltda.
ART Ltda.
- Goodwill
- Amortization of surplus due to difference
in value of assets
CCS - Camboriú Cable System de Telec.Ltda.
Dinap - Distribuidora Nacional de Publicações Ltda.
DGB Logística S.A.
- Goodwill
Editora Novo Continente S.A.
- Goodwill
in value of assets
Entrega Fácil Logística Integrada Ltda.
IBA Comercial e Distribuição S.A.
Magazine Express Coml., Imp. E
Export. de Revistas Ltda.
Meu Espelho Com. e Import. de Cosméticos S.A.
- Goodwill
in value of assets
Nimbuzz Brasil S.A.
Redtree Participações Ltda.
S.C.P Abril RBA Coleções
Treelog S.A. Logística e Distribuição
TV Pelicano S.A
Webco Internet S.A.
Other
Total investments
Balance
at
12/31/2012
200,402
42,287
34,560
-
Equity in
the results
(929)
6,187
360
2
(180)
801
375
1,952
-
Capital
increase
(reduction)
(29,202)
-
Dividend
reversal
(payment)
116
384
-
Capital
loss
-
-
(1,430)
457
1,294
(2,348)
(726)
-
487
-
(1,928)
685
(685)
35,104
-
-
(9)
3,928
(2,725)
-
-
(31)
68
-
-
(35,104)
-
(1,766)
-
-
(627)
(32,675)
32,675
926
-
-
-
-
(9,874)
(2,567)
-
(276)
(142)
(19)
(6)
(124,117)
(93)
11,555
(157)
43
(22)
-
-
6
-
113
-
9,074
32,326
-
428
804
557
(189)
(18,791)
100
-
304,654
(17,091)
(138,801)
2,747
1,419
Restructuring
(note 10.5.c)
1,230
471
3,689
8,388
2,032
13,234
38,472
Restructuring
(note 10.5.d)
-
(2,543)
(12,216)
-
(44,959)
15,491
40,393
20,149
2,393
-
(9,874)
(3,493)
-
4,011
157
401
100
98,382
(3,735)
287,684
(23,487)
483
502
-
335,868
191,403
3,401
47,307
949
-
38
Addition
-
Realization
of IR/CS on
surplus
-
(593)
Impairment
of
goodwill (i)
-
Balance
at
12/31/2013
199,473
48,474
1,590
473
5,178
4,490
8,879
4,368
13,234
38,472
(3,973)
(11,729)
457
2,041
909
19,487
40,393
17,424
(113)
-
(8,839)
-
286
804
557
(19)
(183)
94
252,232
7
11,555
526
480
401
(798)
(34,869)
643,939
10.4)
Changes in the provision for losses:
Subsidiaries
Abril Investments Corporation
Abril Radiodifusão S.A. (note 10.5.j)
- Goodwill
- Surplus allocation
Tevecap Inc.
TV Pelicano S.A.
TV Condor S.A.
Total provision for losses in subsidiaries
Balance
at
12/31/2012
(73,579)
(6,596)
(118,985)
(56,286)
(9,925)
(4,438)
(269,809)
39
Restructuring
(note 8.5)
(16,148)
22,512
6,465
(4,428)
(693)
(1,431)
6,277
Equity in
the results
(50,613)
(38,397)
(617)
1,431
602
118,985
12,202
(1,455)
(21)
(367)
41,750
Realization of
income tax
on surplus
210
210
Balance
at
12/31/2013
(124,192)
(54,545)
22,512
6,465
(5,045)
(483)
(5,994)
(44,084)
(11,380)
(21)
(4,805)
(221,572)
Subsidiaries
Abril Jovem Investments Corporation
CCS - Camboriú Cable System
de Telecomunicações Ltda.
Dinap - Distribuidora Nacional
de Publicações Ltda.
Editora Abril S.A.
Entrega Fácil Logística
Integrada Ltda.
Magazine Express Coml., Import. e
Export. de Revistas Ltda.
TV Pelicano S.A
Other
Balance
at
12/31/2011
-
Addition
-
Restructuring
(note 10.4)
200,611
42,020
34,536
3,434
-
-
39,845
300,524
-
-
-
4,352
(1,308)
197
-
1
4,643
399
(519)
(41)
-
3,631
340,370
Tevecap Inc.
TV Condor S.A.
196,513
63,123
9,108
4,092
Total provision for losses
in subsidiaries
272,836
Total investments
-
Equity in
the results
(209)
267
25
(304,609)
940
Capital
gain (loss)
-
Dividends
-
Balance
at
12/31/2012
200,402
42,287
34,561
1,507
-
(1,539)
3,402
656
4,085
11
7,491
-
(685)
(2)
47,307
949
(651)
-
2,393
-
(113)
-
4,011
156
400
6,840
(2,339)
335,868
(17,108)
4,474
-
63,238
2,573
-
10,340
4,023
(77,528)
(6,836)
816
347
-
-
73,578
6,596
118,985
56,287
9,924
4,439
-
65,811
(68,838)
-
-
269,809
40
10.5) During the year ended December 31, 2013, the Group presented the following changes in its
ownership interests:
a) On February 14, 2013, the Company formed a private limited liability company
(sociedade por cotas de participação (SCP)) named Abril RBA Coleções, with a 50%
interest. The Company's paid-up capital contribution was R$ 100. The constitutive
documents of this SCP included an automatic termination clause should the contract not
be renewed by June 14, 2013. The Company opted not to renew this contract.
b) On March 11, 2013, subsidiary Elemidia Consultoria e Serviços de Marketing Ltda.
acquired 10% of the share capital of subsidiary Shopping Mídia Consultoria e Serviços de
Marketing Ltda., for R$ 560, thereby increasing its equity interests to 100%. This deal
resulted in a loss on transaction with non-controlling shareholders of R$ 280, which was
recorded directly in Elemidia's equity. The effect on parent company Abril S.A. was
recognized in the equity merged into Abril Comunicações S.A.
c)
On March 31, 2013, aiming at increased administrative and operational efficiency Abril
Comunicações S.A. merged with its subsidiary Abril S.A., based on an appraisal report at
book value prepared by independent experts. Abril S.A. shares were extinguished and
replaced with shares of Abril Comunicações S.A. Each share of Abril S.A. held by the
former partners was replaced with one share of Abril Comunicações S.A.
As a result of the merger, all companies which were previously direct subsidiaries of
Abril S.A. are now subsidiaries of Abril Comunicações S.A., as shown below:
Subsidiaries
Ownership
A.R. & T. Ltda.
Abril Marcas Ltda.
Nimbuzz Brasil S.A.
Redtree Participações S.A.
Webco Internet S.A.
100%
100%
100%
100%
100%
100%
100%
100%
49%
100%
100%
100%
Net assets received by the Company on the merger of Abril S.A. are stated below:
41
ASSETS
Current assets
Long-term receivables
Investment inAbril Comunicações S.A.
Investments in other companies
96,640
10,487
488,668
238,746
Total assets
834,541
LIABILITIES
Current liabilities
Non-current liabilities
2,558
814,621
Total liabilities
817,179
Net assets merged
17,362
(-) Investment of Abril S.A. in Abril Comunicações S.A.
Effect on equity of Abril Comunicações S.A.
(488,996)
(471,306)
d) As part of the corporate restructuring, balances of borrowings and advances for future
capital increases (AFACs) were capitalized in the subsidiaries of Redtree. These
transactions drove a dilution in the equity in these subsidiaries and R$ 34,869 was
recognized in the Company's equity.
e) On August 20, 2013, subsidiary IBA Comercial e Distribuição S.A. acquired 70% of
company Gato Sabido Editora S.A., for R$ 3,500. This deal gave rise to a goodwill of
R$ 5,204 which was fully charged to income for the year due to lack of economic
justification, in accordance with an appraisal report prepared by a specialized company.
No intangible assets were identified. The determination of goodwill on this deal can be
summarized as follows:
42
Carrying
Position at August 31, 2013:
Recognized amounts of identifiable assets
amounts at
Fair value
Fair
8/31/2013 (*)
adjustments
values
acquired and liabilities assumed
Cash and cash equivalents
38
-
38
Trade receivables
16
-
16
Judicial and compulsory deposits
67
-
67
25
-
25
Intangible assets - other
Borrowings
-
11
-
(118)
Trade payables
(17)
-
(17)
Taxes payable
(9)
-
(9)
(1,056)
-
(1,056)
Other payables
(1,391)
-
(1,391)
Total identified net assets
(2,434)
-
(2,434) a
(730) b
Non-controlling interests - 30%
Net equity acquired - 70%
(1,704) c (a-b)
Total acquisition cost (consideration):
- Amount paid
3,500
3,500 d
Goodwill (subject to impairment testing)
f)
11
(118)
(5,204) e (c-d)
On August 20, 2013, subsidiary IBA Comercial e Distribuição S.A. acquired 70% of
company Xeriph Hospedagem de Dados S.A. for R$ 11,500 to be paid-up within 3 years,
in accordance with the time schedule set out upon the purchase of the company.
At December 31, R$ 7,200 had been paid up, while the remaining R$ 4,300 was
scheduled for payment on February 1, 2014. The preliminary goodwill on the transaction
was R$ 3,796.
43
Carrying
amounts at
Position at August 31, 2013:
Recognized amounts of identifiable assets
Fair value
Fair
8/31/2013 (*) adjustments
values
acquired and liabilities assumed:
2,443
-
2,443
Trade receivables
1,644
-
1,644
1
-
1
Taxes recoverable
4
-
4
Intangible assets - trademarks
3
-
3
667
747
1,414
Intangible assets - customer portfolio
-
335
335
Borrowings
(38)
-
(38)
Trade payables
(553)
-
(553)
Taxes payable
(2)
-
(2)
(2,103)
(368)
(2,471)
Total net assets identified
2,066
714
2,780
Capitalizations made on 8/20/2013
(5,117)
-
Equity on the acquisition date
(3,051)
714
a
(5,117) b
(2,337) c (a+b)
(701) d
Equity acquired - 70%
(1,636) e (c-d)
- Capitalized amount from 8/20/2013 to 12/31/2013
- Share of capitalized amounts - 70%
(7,200)
5,040
Non-controlling interests in capitalized amount
(2,160) f
(3,796) g (e+f)
g) On August 31, 2013, with the goal of adjusting the corporate structure in order to
consolidate operations then carried out on a standalone basis by subsidiaries Elemidia
Consultoria e Serviços de Marketing Ltda., Shopping Mídia Consultoria e Serviços de
Marketing Ltda., and AOH Ltda., as well as to increase the administrative, tax and
operational efficiency, Elemidia merged its subsidiaries Shopping Mídia and AOH.
Assets of these companies were fully transferred to Elemidia. The deals were carried out
at book value based on appraisal reports prepared by independent experts, with no
impact on these financial statements.
h) On October 25, 2013, the Company acquired 51% of company Meu Espelho Comércio e
Importação de Cosméticos S.A., for R$ 3,600. The preliminary goodwill on this
transaction was R$ 804, as shown below:
44
Position at October 31, 2013:
Recognized amounts of identificable assets
acquired and liabilities assumed:
Trade receivables
Inventories
Taxes recoverable
Advances and prepaid expenses
Intangible assets - trademarks
Intangible assets - non-competition clause
Borrowings
Trade payables
Taxes payable
Carrying
amounts at
Fair value
10/31/2013 (*) adjustments
Total net assets identified
Capitalizations made on 9/16/2013
306
786
(372)
909
56
280
1
24
8
25
306
786
(85)
(139)
(3)
(607)
841
720
1,561 a
(159)
(1,000) b
720
561 c (a+b)
275 d
Equity acquired - 51%
286 e (c-d)
- Amounts paid/capitalized up to December 31, 2013
- Share of capitalized amounts - 51%
Non-controlling interests in capitalized amount
i)
909
56
280
1
24
8
25
(85)
(139)
(3)
(235)
(1,000)
Equity on the acquisition date
Fair
values
1,600
(510)
1,090 f
(804) g (e+f)
On October 15, 2013, subsidiary DGB Logística Distribuição Geográfica do Brasil Ltda.
acquired from non-controlling stockholders 10% of the share capital of Tex Courier Ltda.,
for R$ 11,969, and 10% of the share capital of Entrega Fácil Logística Integrada Ltda., for
R$ 1,095. As a result, DGB now holds 100% of the share capital of these companies.
In accordance with CPC 36 and ICPC 09, when a company acquires an interest in a
subsidiary, the subsidiary must recognize directly in its equity any difference between the
adjusted value of interests acquired from non-controlling stockholders and the amount
paid, as this is a transaction between the entity and its partners. Accordingly, the loss on
these two transactions, amounting to R$ 18,791, was recognized in DGB equity and
reflected in the Company equity.
j)
During 2013, subsidiary Abril Radiodifusão S.A. discontinued part of its operations and
returned the rights to explore the brand "MTV" to its previous holder. In December 2013,
the company sold the license to use radiofrequency and operational assets for
R$ 290,000, of which R$ 20,000 was paid upon completion of the transaction, R$ 70,000
will be settled on receiving the Brazilian anti-trust authority (CADE) approval, and
R$ 200,000 will be received in 30 monthly installments of R$ 6,667, subject to monetary
restatement. With this transaction, the company's operations were substantially reduced
and, as such, the investment is now recognized and adjusted on the equity method of
accounting.
45
The effects included in the result from discontinued operations are stated below:
12/31/2013
from April to December 2013
(38,398)
of amortization of surplus
(617)
Net effect on results of discontinued operations
10.6)
(39,015)
During the year ended December 31, 2012, the Group presented the following changes in
its ownership interests:
a) On March 1, 2012, as part of a corporate reorganization, the subsidiary Entrega
Fácil Ltda. received a capital increase of R$ 8,945 from Treelog S.A. through the
assignment of the property, plant and equipment and intangible assets of Treelog S.A.,
valued based on a book value appraisal report prepared by independent experts, and
from Editora Abril S.A. through advances on future capital increases with the issue
of 8,945 new quotas of share capital. In addition, Editora Abril acquired from
Treelog S.A. the total interest in Entrega Fácil Ltda. for R$ 3,945, resuming its 100%
interest in this company.
On July 10, 2012, Editora Abril S.A. admitted a new quotaholder in the subsidiary
Entrega Fácil Ltda., through the payment of R$ 556 and issue of new quotas
representing 10% of its share capital. This transaction generated a capital loss of
R$ 651, recorded in the Company's consolidated results.
On August 31, 2012, the Company increased its share capital through transfer of the
investments previously recorded in subsidiary Abril S.A., for R$ 300,524.
b) On September 30, 2012, in order to improve its operating and administrative efficiency,
the Company merged the subsidiary Editora Abril S.A. based on a book value appraisal
report prepared by independent experts. The merged net assets amounted to
R$ 304,609. As a consequence, there was a capital increase amounting to the net
assets received, and the consequent extinction of the shares of Editora Abril S.A.
Net assets received by the Company for the merger of Editora Abril S.A. are stated
below:
46
Long-term receivables
Investment
Intangible assets
Property, plants and equipment
1,009,386
245,483
252,625
276,770
Total assets
2,626,491
LIABILITIES
Current liabilities
Non-current liabilities
1,088,801
1,233,081
Total liabilities
2,321,882
Net assets merged
304,609
At August 31, 2012, the accumulated consolidated results of Editora Abril S.A. were as
follows:
January to
August, 2012
Editora Abril, consolidated
Revenue
Cost of sales
1,319,439
(495,816)
Gross profit
823,623
Selling expenses
Administrative expenses
Depreciation and amortization
Other expenses, net
(455,631)
(249,814)
(44,959)
(763)
Operating profit
72,456
FINANCE RESULT:
Income
Costs
Exchange variations, net
50,895
(94,521)
21,454
Profit before income tax
and social contribution
50,284
INCOME TAX AND SOCIAL CONTRIBUTION:
Current
Deferred
Profit for the period / year
(13,198)
(9,566)
27,520
47
c) On September 20, 2012, the Company increased the capital of Dinap - Distribuidora
Nacional de Publicações Ltda. by R$ 39,845, through the assignment of net assets
comprising the lease transaction known internally as the "Large Retail Operation"
calculated based on a book value appraisal report prepared by independent experts,
increasing its interest to 96.65% of the capital. This transaction gave rise to a gain in
transaction with non-controlling interests of R$ 7,491, which was recorded directly in
equity.
10.7) At December 31, 2013, the Company investments in its direct subsidiaries that are
consolidated in these financial statements can be summarized as follows:
Parent company
Direct subsidiary /
parent
Indirect subsidiary
% ownership
Redtree Participações Ltda.:
DGB Logística Distribuição
Geográfica do Brasil Ltda.
Dinap - Distribuidora
Nacional de Publicações Ltda.
Magazine Express Comercial,
Importadora e Exportadora
de Revistas Ltda.
Treelog S.A. - Logística e Distribuição
Tex Courier Ltda.
100.00%
Elemidia Consultoria e Serviços de Marketing Ltda.:
Shopping Mídia Consultoria
e Serviçõs de Marketing Ltda.
Via Mídia Consultoria
e Serviços de Marketing Ltda.
100.00%
48
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
72.50%
11. INTANGIBLE ASSETS
a) Changes in intangible assets
Annual
amortizaion
rates
Computer systems
Trademarks and patents
Subscriptions
Software under development
13%
-
Net
balance at
12/31/2012
Additions
140,458
10,063
72,611
105,598
328,730
Parent
2013
Net
balance at
12/31/2013
Amortization
Capitalization
in subsidiary (i)
10,269
38
73,325
25,475
(43,513)
(57,364)
-
(11,108)
85,769
(86,923)
192,983
10,101
88,572
33,042
109,107
(100,877)
(11,108)
(1,154)
324,698
Transfers (ii)
(i) Capitalization made in subsidiary IBA Comercial e Distribuição S.A.
(ii) Includes transfers between property, plant and equipment and intangible assets.
Annual
amortization
rates
Computer systems
Subscriptions
13%
-
Net
balance at
12/31/2011
Corporate
restructuring (i)
Additions
-
146,161
16,008
62,968
90,456
1,819
15,677
15,142
-
315,593
32,638
Amortization
(7,522)
(6,034)
(13,556)
Impairment
loss
(ii)
(5,945)
(5,945)
Parent
2012
Net
balance at
12/31/2012
140,458
10,063
72,611
105,598
328,730
(i) On September 30, 2012, the net assets of subsidiary Editora Abril S.A. were merged into the Company (note 10.6.b), including all property, plant
and equipment items.
(ii) Based on impairment testing, the Company wrote off R$ 5,945 relating to trademark "Bravo".
49
Annual
amortization
rates
Goodwill
Customer portfolio
Computer systems
Subscriptions
Other
(i)
8.5%
20%
-
Net
balance at
12/31/2012
Corporate
restructuring (i)
Additions
Disposals
Surplus
Amortization
Impairment
loss
Transfers (ii)
(iii)
Consolidated
2013
Net
balance at
12/31/2013
140,463
10,066
72,611
109,972
-
213,905
31,328
25,688
30,809
3,490
1,332
9,804
14,731
344
73,325
34,349
2,050
(4)
-
512
1,163
95
(5,198)
(53,970)
(57,364)
(766)
99,043
(100,298)
(1,041)
(5,204)
-
218,505
26,642
227,114
41,219
88,572
47,513
1,670
333,112
306,552
134,603
(4)
1,770
(117,298)
(2,296)
(5,204)
651,235
On March 31, 2013, the net assets of Abril S.A. were merged into the Company (note 10.5.c), including all intangible assets on a
consolidated basis.
(ii) Considers transfers between property, plant and equipment and intangible assets.
(iii) Based on an impairment test, certain Company subsidiaries wrote off the amount of R$ 5,204 relating to goodwill on Gato Sabido
Editora S.A. (note 10.5.e).
50
Annual
amortization
rates
Computer systems
Subscriptions
Softwatre under development
13%
-
Net
balance at
12/31/2011
Corporate
restructuring (i)
Additions
Amortization
Transfers (ii)
Impairment
loss
(iii)
Consolidated
2012
Net
balance at
12/31/2012
2
-
148,541
16,011
62,968
83,463
1,953
15,677
25,947
(10,033)
(6,034)
-
562
(5,945)
-
140,463
10,066
72,611
109,972
2
310,983
43,577
(16,067)
562
(5,945)
333,112
(i) On September 30, 2012, the net assets of Editora Abril S.A. were merged into the Company (note 10.6.b), including all intangible assets.
(ii) Includes transfers between intangible assets and property, plant and equipment.
(iii) Based on an impairment test, the Company wrote off the amount of R$ 5,945 relating to trademark "Bravo".
b) Review of estimated useful life
During the year ended December 31, 2013, the Group's technical teams performed analyses in order to determine the need to adjust the
estimated useful lives of intangible assets and concluded that it was not necessary to adjust the rates currently used.
51
c) Impairment testing of goodwill
Goodwill is allocated to cash-generating units (CGUs), identified for each operating segment.
Below is a summary of the allocation of goodwill by operating segment:
12/31/2013
Casa Cor Promoções e Comercial Ltda. (Other)
Elemidia Consultoria e Serviços de Marketing Ltda. (Media)
Meu Espelho Comércio e Importação de Cométicos S.A. (Media)
13,234
40,393
804
DGB Logística Distribuidora Geográfica do Brasil Ltda.
FC Comercial e Distribuidora Ltda. (Distribution)
TEX Courrier Ltda. (Distribution)
64,814
95,465
Xeriph Hospedagem de Dados S.A. (Media)
3,795
218,505
The recoverable amount of a CGU is determined based on value-in-use calculations. These
calculations use pre-income tax and social contribution cash flow projections based on financial
budgets approved by management, covering a five-year period. The amounts related to cash
flow after the period of five years are extrapolated based on the estimated growth rates
presented below.
The key assumptions used for value-in-use calculations at December 31 were as follows:
Net revenue growth
Perpetual growth rate
Discount rate
Media
Elemidia
2012
2013
12.5%
11.0%
4.8%
5.5%
14.1%
13.1%
Distribution
DGB
2012
2013
18.6%
25.9%
4.8%
5.5%
14.1%
13.1%
2013
12.9%
4.8%
14.1%
Segment
Other
Casa Cor
2012
4.8%
5.0%
15.0%
Management utilized business projections based on past performance and its expectations of
market development. The growth rate used is consistent with the projections included in the
Company's reports.
The fixed discount rate used corresponds to the CDI at the end of the reporting period plus a
debt spread of 1.62% p.a. (2012 - 1.75%), which reflects specific risks related to the segments.
52
12. PROPERTY, PLANT AND EQUIPMENT
a) Changes in property, plant and equipment:
Annual
depreciation
rates
Land
Buildings
Facilities
Machinery
and industrial
equipment
Furniture and fittings
Vehicle
Computer
equipment
Television
equipment
Other PP&E
Construction
in progress
Net
balance at
12/31/2012
158,855
6,754
8,996
-
10,504
2,310
2,399
(290)
(1,249)
(18,903)
(1,087)
(4,906)
47%
15,816
-
6,997
(247)
(10,134)
368
2,650
-
23
1,227
-
34,555
-
6,633
-
(38,359)
30,988
-
Depreciation
7%
10%
20%
-
895
Net
disposals
9,249
30,516
16,421
20%
20% to 27%
(8,133)
(30,226)
-
Additions
3%
9%
284,180
(i)
(ii)
(iii)
Corporate
restructuring (i)
(1,786)
(290)
(3,396)
(127)
(950)
(39,793)
Capitalization in
subsidiary (ii)
-
Transfers (iii)
Parent
2013
Net
balance at
12/31/2013
6,356
1,116
20,276
(74)
-
22,950
15
(56)
173,116
7,918
5,184
(18)
6,990
19,404
835
264
3,762
(92)
(35,936)
5,252
1,154
236,292
On April 15, 2013, the Company increased the share capital of Treelog. S.A. Logística e Distribuição, through property, plant and equipment.
Capitalization made in subsidiary IBA Comercial e Distribuição S.A.
Includes transfers between property, plant and equipment and intangible assets.
53
Annual
depreciation
rates
Land
Buildings
Facilities
Machinery and industrial
equipment
Vehicles
Computer equipment
Television equipment
Other PP&E
Construction in progress
(i)
3%
9%
7%
10%
20%
47%
20% to 27%
-
Net
balance at
12/31/2011
Corporate
restructuring (i)
Additions
-
9,249
30,766
17,092
49
72
28
-
160,595
6,762
7,242
16,585
369
2,848
25,262
2,324
242
3,617
1,629
12
10
9,293
28
276,770
17,248
Net
disposals
-
Depreciation
Parent
2012
Net
balance at
12/31/2012
(299)
(743)
9,249
30,516
16,421
(278)
(334)
-
(4,064)
(250)
(1,585)
(2,064)
(41)
(208)
-
158,855
6,754
8,996
15,816
368
2,650
34,555
(612)
(9,254)
284,180
On September 30, 2012, the net assets of Editora Abril S.A. were merged into the Company (note 10.6.b), including all property, plant and
equipment.
54
Annual
depreciation
rates
Land
Buildings
Facilities
Machinery and
industrial
equipment
Vehicles
Computer
equipment
Television
equipment
Other PP&E
Constructions
in progress
Net
balance at
12/31/2012
Corporate
restructuring (i)
Additions
Net
disposals
Depreciation
Surplus
3%
9%
38,004
70,967
19,345
1,604
7,549
12,905
8,420
(280)
(4,295)
(2,132)
(2,929)
(5,406)
-
9%
10%
33%
166,397
6,950
9,037
3,517
3,451
9,160
13,399
3,624
6,552
(479)
(39)
(1,603)
(21,326)
(1,528)
(7,850)
3
3
35
27%
16,290
9,144
9,335
(894)
(13,723)
1,709
3,120
321
6,861
132
1,338
(4)
(1,011)
(1,152)
35,373
8,357
6,979
-
367,192
62,869
49,779
20%
16% to 27%
-
(9,726)
(54,925)
Transfer to
sale
6,287
6,603
39,202
77,516
39,735
-
31,453
60
(87)
192,964
12,521
15,244
8
-
6,749
26,909
-
-
801
(5,115)
1,952
5,048
-
-
(44,453)
6,256
2,298
417,347
49
(126)
(63)
-
Transfers
(ii)
Consolidated
2013
Net
balance at
12/31/2013
(189)
i)
On March 31, 2013, the net assets of Abril S.A. were merged into the Company (note 10.5.c), including all property, plant and equipment, on a
consolidated basis.
ii)
Includes transfers between property, plant and equipment and intangible assets.
55
Annual
depreciation
rates
Land
Buildings
Facilities
Machinery and industrial
equipment
Vehicles
Computer equipment
Television
equipment
Other PP&E
Constructions in progress
3%
9%
7%
10%
20%
47%
20%
20% to 27%
-
Net
balance at
12/31/2011
Corporate
restructuring (i)
Additions
-
38,004
70,474
20,380
49
72
10
2
5
167,443
6,967
7,844
16,468
6,001
316
3,616
2,946
1,375
26
378
3,269
24,620
339
124
9,832
1,418
355,847
23,295
Net
disposals
(319)
(334)
(653)
Depreciation
Consolidated
2012
Net
balance at
12/31/2012
Transfers
(ii)
(1,022)
(1,107)
1,466
-
(5,564)
(343)
(2,106)
(2,795)
(1,483)
-
(iii)
38,004
70,967
19,345
166,397
6,950
9,037
16,290
(409)
(273)
-
26
895
1,709
3,120
35,373
(13,619)
904
367,192
(i) On March 31, 2013, the net assets of Abril S.A. were merged into the Company (note 10.5.c), including all property, plant and equipment.
(ii) Includes transfers between property, plant and equipment and intangible assets.
(iii) Refers to a property for sale that was previously classified in current assets.
b) Review of estimated useful lives
During the years ended December 31, 2013 and 2013, management performed analyses to determine the need to adjust the estimated useful
lives of property, plant and equipment items and concluded that it was not necessary to adjust the rates currently used.
56
c) Leases
Vehicles and machinery include the following amounts in relation to cases where the Group is the lessee in a finance lease transaction:
12/31/2013
Consolidated
12/31/2012
Cost - capitalized finance leases
Accumulated depreciation
9,080
(4,506)
9,993
(3,909)
Book value, net
4,574
6,084
The Group leases various vehicles and machinery under non-cancelable finance lease agreements. The lease terms are three to four years and
the assets are owned by the Group.
57
13. TRADE AND OTHER PAYABLES
12/31/2013
Parent
12/31/2012
108,565
44,123
20,858
3,929
79,393
148,846
137,629
96,057
59,177
19,611
3,640
96,074
160,845
135,920
220,420
46,206
25,179
850
100,742
152,241
3,454
98,771
62,052
19,623
3,487
98,230
161,661
2,901
7,074
3,866
3,946
7,199
3,460
35,228
7,373
4,891
3,946
7,498
5,265
554,283
585,929
596,584
463,434
507,950
46,333
522,995
62,934
550,947
45,637
399,735
63,699
Suppliers:
- Domestic
- Foreign
- Barters
Related parties
Salaries and social charges
Advances received
Rentals payable
Payables for acquisition
of equity interest
Copyrights payable
Other payables
Current
Non-current
Consolidated
12/31/2013
12/31/2012
14. BORROWINGS AND DEBENTURES
Borrowings have the following characteristics:
Current
12/31/2013
Noncurrent
Current
Parent
12/31/2012
Noncurrent
Debentures placed
80,677
900,000
21,955
800,000
Borrowings:
In local currency:
FINEM
Bank loans
7,053
127,541
3,177
-
9,605
437
17,103
58,863
134,594
3,177
10,042
75,966
14,062
-
16,705
1,070,297
429,996
2,127
-
26,260
917,677
359,086
14,062
1,516,998
2,127
1,303,023
Total borrowings
148,656
1,520,175
12,169
1,378,989
Total
229,333
2,420,175
34,124
2,178,989
In foreign currency:
Machinery financing
Senior Notes
Eurobonds
58
Current
12/31/2013
Noncurrent
Current
Consolidated
12/31/2012
Noncurrent
Debentures placed
80,677
900,000
21,955
800,000
Borrowings:
In local currency:
FINEM
Bank loans
Leases
14,764
136,742
1,610
9,716
2,084
9,605
437
-
17,103
58,863
-
153,116
11,800
10,042
75,966
14,062
-
4,415
16,705
1,070,297
(1,070,297)
429,996
(429,996)
2,127
-
26,260
917,677
(917,677)
359,086
(359,086)
14,062
21,120
2,127
26,260
Total borrowings
167,178
32,920
12,169
102,226
Total
247,855
932,920
34,124
902,226
In foreign currency:
Bank loans
Machinery financing
Senior Notes
Senior Notes in portfolio
Eurobonds
Eurobonds in portfolio
14.1. The maturities of long-term loans and financing and debentures at December 31, 2013 are
as follows:
Maturity
2015
2016
2017
2018
R$
Parent
% on total
R$
Consolidated
% on total
321,266
1,804,649
272,870
21,390
13.27%
74.57%
11.27%
0.89%
332,122
306,747
272,661
21,390
35.60%
32.88%
29.23%
2.29%
2,420,175
100.00%
932,920
100.00%
14.2. Debentures
On January 30, 2012, the Fourth Issue of Debentures of the Company was carried out, in a
single series totaling R$ 450 million and 450 units, with the value of each unit being
R$ 1 million. The proceeds from the issue were fully used to settle the debt arising from the
third issue of debentures of the Company. The remaining balance will be used for the
payment of general expenses of the Company. The debentures have a five-year period, with
a two-year grace period, and will mature on January 30, 2017. The repayment will be made in
three annual, consecutive installments, beginning on January 30, 2015, subject to CDI +
1.80% per year.
59
On March 15, 2012, the Fifth Issue of Debentures of the Company was carried out, in a
R$ 1 million. The proceeds from the issue were mainly used to settle the debt arising from the
second issue of debentures of the Company. The remaining balance will be used for the
payment of general expenses of the Company. The debentures have a five-year period, a
two-year grace period and will mature on March 15, 2017. The repayment of the principal will
be made in three annual, consecutive installments, beginning on March 15, 2014 and subject
to CDI + 1.5% per year.
On June 18, 2012, the Sixth Issue of Debentures of the Company was carried out, in a single
series totaling R$ 150 million and 150 units, with the value of each unit being R$1 million.
The proceeds from the issue will be fully used to improve the cash position of the Company.
The debentures have a five-year period, with a two-year grace period, and will mature on
June 18, 2017. The repayment of the principal will be made in five semiannual installments,
beginning on June 18, 2015, subject to CDI + 1.75% per year.
On September 30, 2012, the Company merged Editora Abril S.A., as discussed in note
10.6.b, and became the successor to the contractual obligations previously assumed by
Editora Abril S.A.
On April 15, 2013, the Seventh Issue of Debentures of the Company was carried out, in a
R$ 1 million. The proceeds from the issue will be fully used to improve the cash position of
the Company. The debentures have a five-year period, with a two-year grace period, and will
mature on April 15, 2018. The repayment of the principal will be made in seven semiannual
installments, beginning on April 15, 2015, subject to CDI + 1.60% per year.
The debentures contain clauses relating to the compliance with certain financial ratios, other
ratios and limits. On December 13, 2013, the debentureholders of the 4th, 5th, 6th and 7th
issues of debentures of Abril Comunicações approved a chance in the gearing ratio, for year
2013 only. In line with this change, the indicator for the working capital contract with
Santander was also modified. At December 31, 2013, the Company was in compliance with
all of its current requirements.
14.3. Borrowings in local currency
Bank loans (working capital)
a) At December 31, 2013, the Group had bank loans totaling R$ 59,373 under the type
provided for in BACEN Resolution 2,770/00, subject to exchange variations. The
Company has a swap contract to hedge against possible fluctuations in exchange rates,
with the same terms of the hedged transaction. These funds are intended for working
capital and are subject to charges at CDI plus 2.19% p.a. This loan was outstanding at
December 31, 2013 and is guaranteed by credit rights, at a minimum amount of 10% of
the loan balance, arising from the sales of magazine subscriptions, through debits in
current accounts, and sale of advertising space in publications. In addition, this loan
agreement has clauses related to compliance with certain financial covenants, such as
the gearing ratio and interest coverage ratio, and non-financial covenants such as
guarantees regarding minimum sales of advertising and the sending of reports to the
fiduciary agent.
b) On October 7, 2013, the Company obtained a R$ 41,081 loan from Banco ABC Brasil to
improve its cash position. Charges are equal to CDI plus 2.4% p.m., with a single maturity
on January 6, 2014.
60
c) On December 27, 2013, the Company obtained a R$ 27,087 loan from Banco Safra S.A.,
guaranteed by Company receivables. Charges are equal to CDI plus 2.4% p.a., with final
maturity on January 31, 2014.
FINEM
On May 8, 2008, the Company obtained financing through the Financing Program for
Business Enterprises (FINEM) credit line of the National Bank for Economic and Social
Development (BNDES) at a total amount of R$ 26,137, for the development of its own
customer management software. Of this amount, R$ 21,369 was released in 2008, R$ 4,617
in 2009 and R$ 1,461 in 2010.The total financing term is seven years, with a two-year grace
period for the repayment of the principal. During this period only interest is paid, on a
quarterly basis. After this period, interest and principal will be paid monthly. The cost of this
transaction was based on the Long-term Interest Rate (TJLP) plus interest of 4.30% p.a., and
is guaranteed by the surety of ATIVIC S.A. and a statutory lien of 130% on machinery and
equipment.
14.4. Borrowings in foreign currency
a) Financing of machinery
The Company has direct financing arrangements with suppliers, as follows:
Type
Machinery financing
Machinery financing
Maturity
July/2015
June/2016
Charges
6.0% p.a. over exchange variation
(Swiss franc)
Libor 6 + 3.5% p.a. over exchange variation
(U.S.dollar)
12/31/2013
2,583
28,184
30,767
b) Eurobonds and Eurobonds in portfolio
On October 25, 1995, the Company raised in the foreign market, through the issue of
Eurobonds, the amount of US$ 100,000,000, the principal amount being equivalent to
R$ 234,260 at December 31, 2013 (December 31, 2012 - R$ 204,350), with an initial
maturity on October 25, 2003. The charges corresponded to interest of 12% p.a. above
the foreign exchange variation, falling due semi-annually, on April 25 and October 25 of
each year. On October 24, 2003, the Company partially redeemed these Eurobonds, in
the amount of US$ 2,075,000. The remaining debt at December 31, 2004 was
US$ 97,925,000. In accordance with a supplementary fiduciary instrument dated
February 2, 2007, the maturity of the debt principal was changed to October 25, 2011 and
the interest decreased to 8% p.a., falling due semi-annually, on April 25 and October 25 of
each year, payable upon settlement of the principal. In accordance with a supplementary
fiduciary instrument dated January 17, 2011, the maturity of the debt principal was
changed to October 25, 2016.
On October 23, 1988, Editora Abril S.A made investments in the international market
amounting to US$ 97,925,000, equivalent to R$ 200,110 (the amount of the principal) at
December 31, 2013 (December 31, 2012 - R$ 200,110), backed by the Eurobonds issued
by the Company, with interest of 8% p.a., payable semi-annually on April 25 and
October 25 of each year, which will be received upon the settlement of the mentioned
Eurobonds. Accordingly, all of the Eurobonds issued are held by the Group.
61
As mentioned in note 10.6.b, Abril Comunicações S.A. merged Editora Abril S.A., which
was the holder of foreign market investments. In spite of this transaction, the securities
were not settled, as both the issue and repurchase were carried out by subsidiary
companies.
c) Senior Notes and Senior Notes in portfolio
On November 26, 1996, the direct subsidiary Tevecap S.A (subsequently merged into the
Company) raised in the foreign market the amount of US$ 250,000,000, with the principal
being equivalent to R$ 585,650 at December 31, 2013 (December 31, 2012 R$ 510,875). The principal of these securities had an initial maturity date of November 26,
2004. The charges corresponded to interest of 12.625% p.a. above the foreign exchange
variations, falling due every six months, on May 25 and November 25 of each year, from
May 25, 1997.
From the funding date to December 31, 2013, the subsidiaries Abril Investments
Corporation. and Tevecap Communication Ltda. acquired these notes, which are held in
portfolio to maturity.
At December 31, 2013, the conditions and charges on these notes were annual LIBOR
interest plus 3%, limited to 12.625% p.a. above the Exchange variations, and the maturity
of the principal and charges was November 26, 2016.
14.5. Finance lease obligations
Lease obligations are guaranteed by statutory liens on the financed assets.
12/31/2013
Gross finance lease obligations minimum lease payments
Less than one year
More than one year
Consolidated
12/31/2012
1,710
2,223
-
3,933
-
Future financing charges
on finance leases
(239)
-
Present value of finance
lease obligations
3,694
-
The present value of the lease obligations is as follows:
12/31/2013
Less than one year
More than one year
1,610
2,084
3,694
62
Consolidated
12/31/2012
-
15. TAXES AND CONTRIBUTIONS PAYABLE
Parent
12/31/2013
12/31/2012
Consolidated
12/31/2013
12/31/2012
Taxes and contributions
payable - REFIS and PAES (i)
(i)
60,174
74,154
78,797
79,653
Social Contribution on Revenues (COFINS)
4,908
5,858
6,679
5,940
Social Integration Program (PIS)
1,039
1,246
1,397
1,263
Social Security Contribution (INSS)
728
840
856
850
Other
420
273
2,808
407
67,269
82,371
90,537
88,113
Current
57,173
64,385
68,586
66,920
Non-current
10,096
17,986
21,951
21,193
In November 2009, the Company and some of its subsidiaries enrolled in the Tax Recovery
Program (REFIS), established by Law 11,941/09 and Provisional Measure 470/09, to finance their
tax liabilities through a special system of payments in installments for tax and social security
obligations.
Parent
Balance payable at 12/31/2012
Consolidated
74,154
79,653
311
(18,339)
3,575
473
3,250
(30,514)
4,879
21,529
Balance payable at 12/31/2013
60,174
78,797
Current
Non-current
50,078
10,096
56,846
21,951
Additions
Payments from January to December
Interest from January to December
Corporate restructuring (note 10.5)
As a consequence of the enrollment in the REFIS IV Tax Recovery Program, the Company
must pay the installments on the due dates, as well as waiving its legal claims and any pleas
of rights on which the related lawsuits are based, subject to the immediate rescission of the
installment program and, consequently, the loss of the benefits of the Program.
The Group elected to consolidate the REFIS IV amounts, as indicated by the Brazilian Federal
Revenue (RFB).
63
16. DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION
16.1. The deferred income tax and social contribution amounts recognized in non-current assets
are presented as follows:
12/31/2013
Parent
12/31/2012
12/31/2013
Consolidated
12/31/2012
Income tax and social contribution
on temporary differences
41,821
62,123
62,687
62,833
on tax losses
93,453
92,776
139,644
92,776
135,274
154,899
202,331
155,609
Total
The realization of deferred income tax and social contribution on temporary differences is
contingent on the realization of these provisions.
The income tax and social contribution amounts on temporary differences, recognized in noncurrent assets, are as follows:
12/31/2013
Provisons:
Losses on subsidiaries
6,420
Return of copies - retail
Parent
12/31/2012
7,445
12/31/2013
6,766
Consolidated
12/31/2012
7,597
-
102
6,174
102
Labor contingencies
7,182
7,857
9,739
7,857
Volume discount
3,700
3,553
4,058
3,553
Civil contingencies
4,083
6,573
5,466
6,582
-
-
2,310
-
Depreciation
Provison for unsold items - news stands
1,941
1,955
1,941
1,955
Impairment of receivables
2,547
2,714
7,459
2,808
Tax contingencies
3,919
14,261
5,085
14,559
Cancelation of subscriptions
3,936
5,815
3,936
5,815
Commissions
1,089
1,089
1,089
1,089
436
508
541
515
-
2,466
-
2,466
Obsolescence
Losses on property, plant and equipment
Restructuring expenditure
-
1,840
-
1,840
Profit sharing
-
1,197
-
1,197
Impairment of investments
-
-
542
-
Provision for bonuses
Other
817
749
869
749
5,751
3,999
6,712
4,149
41,821
62,123
62,687
62,833
64
16.2 In 2012, as a result of the merger of Editora Abril S.A. (note 10.6.b), the Company recorded,
in non-current assets, deferred income tax and social contribution recoverable on tax losses,
due to the potential future recovery, according to income projections prepared and approved
by management, which consider the terms of the actual realization, as follows:
Parent
12/31/2013
Consolidated
Deferred income tax assets:
Deferred tax asset to be recovered within 12 months
Deferred tax asset to be recovered after more than 12 months
Total
139
93,314
4,959
134,685
93,453
139,644
The studies that support the expected recoverability of these assets do not consider the
realization of temporary differences since there are no reasonable estimates regarding the
realization periods.
16.3. The deferred income tax and social contribution amounts in non-current liabilities include the
following:
12/31/2013
on revaluations
on depreciation
on temporary differences
on foreign exchange variations
on deferral of subscriptions
on long-term sales
Total
65
Parent
12/31/2012
12/31/2013
Consolidated
12/31/2012
5,625
5,625
11,607
11,988
37,147
32,387
41,030
36,428
20,252
27,076
47,819
27,076
163,268
206,617
163,268
206,618
6,757
24,688
6,757
24,688
-
-
2,678
-
233,049
296,393
273,159
306,798
16.4 Changes in deferred tax assets and liabilities during the year were as follows:
Parent
12/31/2012
Effect on
result
12/31/2013
contribution assets
Tax losses
Temporary differences
92,776
62,123
677
(20,302)
93,453
41,821
154,899
(19,625)
135,274
(206,617)
(5,625)
(51,764)
(32,387)
43,349
24,755
(4,760)
(163,268)
(5,625)
(27,009)
(37,147)
(296,393)
63,344
(233,049)
contribution liabilities
Exchange variations
Revaluations
Depreciation
contribution on surplus
1,628
Net effect on result
45,347
Consolidated
12/31/2012
Effect on
result
Restructuring
(note 8.6)
12/31/2013
contribution assets
Tax losses
92,776
62,833
(31,306)
(47,113)
78,173
46,968
139,643
62,688
155,609
(78,419)
125,141
202,331
(206,618)
(11,988)
(36,428)
(51,764)
-
43,350
381
(2,295)
24,614
-
(2,307)
(27,426)
(2,678)
(163,268)
(11,607)
(41,030)
(54,576)
(2,678)
(306,798)
66,050
(32,411)
(273,159)
contribution liabilities
Exchange variations
Revaluations
Depreciation
Long-term sale
contribution on surplus - non-controlling interests
contribution on surplus
75
3,099
Net effect on result
(9,195)
66
17. PROVISION FOR CONTINGENCIES AND JUDICIAL DEPOSITS
The Group is party to lawsuits and administrative proceedings, including labor, civil and tax
matters, arising in the normal course of business.
The provision for contingencies was made taking into account the evaluation of probable losses by
the Group's legal advisors, the nature of the lawsuits and past experience. When necessary,
judicial deposits have been made.
The Company's management, based on the opinion of its legal advisors, believes that the provision
for contingencies, presented below, is sufficient to cover possible losses on these lawsuits:
a)
Composition of non-current liabilities:
Lawsuits
Tax
Labor
Civil
b)
Parent
Consolidated
12/31/2013
12/31/2012
12/31/2013
12/31/2012
6,576
12,158
11,782
25,636
13,331
18,237
21,044
37,694
16,028
25,752
13,331
18,264
30,516
57,204
74,766
57,347
Changes in non-current liabilities, net of judicial deposits:
Lawsuits
New lawsuits
Probability changes
Monetary restatement
Closing
Payments
Judicial deposits
Corporate restructuring
67
Tax
Labor
Parent
Civil
21,575
6,402
221
9,522
2,307
(1,988)
(13,774)
7,994
56
7,743
993
(5,127)
(4,784)
1,979
6,069
1,844
5,438
969
(175)
(341)
(1,301)
11,582
25,636
13,331
18,237
Lawsuits
Parent
Civil
Tax
Labor
25,636
13,331
18,237
New lawsuits
Probability changes
Payments
Closing
Judicial deposits
3,266
2,019
(2,930)
(31,726)
10,311
66
6,260
1,785
(2,063)
(8,034)
813
2,351
(4,031)
2,413
(2,397)
(6,771)
1,980
6,576
12,158
11,782
Lawsuits
Consolidated
Civil
Tax
Labor
21,704
6,492
255
New lawsuits
Probability changes
Payments
Closing
Judicial deposits
Restructuring
12,837
2,313
(3)
(2,104)
(14,137)
5,142
675
11,884
1,865
(7,503)
(7,811)
(814)
8,543
4,528
5,066
1,545
(1,594)
(1,537)
(899)
10,900
25,752
13,331
18,264
Tax
Labor
Consolidated
Civil
Lawsuits
New lawsuits
Probability changes
Payments
Closing
Judicial deposits
Corporate restructuring (note 10.5)
68
25,752
13,331
18,264
4,927
5,762
2,946
(2,942)
(40,308)
10,751
14,156
5,427
9,572
2,315
(9,060)
(2,553)
(189)
18,851
5,701
(6,747)
2,967
(9,689)
(3,045)
1,977
6,600
21,044
37,694
16,028
c)
The nature of the lawsuits may be summarized as follows:
Labor lawsuits
There are various labor claims in progress, mainly referring to proportional vacation pay,
salary differences, night-shift premium, overtime and social charges, among other issues.
There are no individual claims of a significant amount requiring specific disclosure.
Civil lawsuits
The Company and certain subsidiaries are defendants in civil claims at several judicial levels
and, of the amount of the provision made, R$ 11,583 at December 31, 2013 (2012 R$ 5,726) relates to the sum of numerous civil processes concerning requests for indemnities
for moral and/or material damages arising from disclosures made by the Group's magazines.
There are no individual claims of a significant amount requiring specific disclosure.
Tax lawsuits
The Group is party to tax lawsuits, for which management, based on the opinion of its legal
advisors, has recorded the related provisions. There are no individual claims of a significant
amount requiring specific disclosure.
17.1. At December 31, the balances of judicial deposits recorded as a reduction of the provision for
contingencies, are as follows:
Tax
Labor
Civil
12/31/2013
Parent
12/31/2012
12/31/2013
Consolidated
12/31/2012
1,005
8,966
108
8,630
9,779
2,207
2,882
11,783
108
11,097
9,779
2,207
10,079
20,616
14,773
23,083
17.2. Judicial deposits not liable to financial offset against liabilities, recorded in non-current assets,
are as follows:
Tax
Labor
Civil
12/31/2013
Parent
12/31/2012
12/31/2013
Consolidated
12/31/2012
44,452
15,371
4,388
25,706
12,384
3,029
56,861
17,035
5,394
27,429
12,285
3,256
64,211
41,119
79,290
42,970
17.3. Property and equipment of the Company and certain subsidiaries was pledged as guarantees
for lawsuits. At December 31, 2013, these guarantees totaled R$ 424 in the parent company
and R$ 1,126 in the consolidated.
69
17.4. The Group is also a defendant in the following tax and civil lawsuits which involve a risk of
loss classified by management as possible, for which no provision for contingencies has been
recognized and no adverse material effects on the financial statements are expected
Consolidated
12/31/2013
Civil contingencies (a)
Tax contingencies (b)
a)
12/31/2012
272,742
405,396
221,578
315,712
678,138
537,290
Civil contingencies
The Company and certain subsidiaries are defendants in civil claims at various judicial
levels. Of the total amount stated, R$ 244,883 in 2013 refers to the sum of several
requests for indemnities for moral and/or material damages arising from operations or
disclosures made by the Group magazines. Among these civil lawsuits, there are two
significant cases totaling R$ 173,585, the first of which amounted to R$ 104,396 relating
to a claim for indemnity filed by a magazine distribution service provider, and the second,
for an estimated amount of R$ 69,189, related to a claim for damages due to articles
published in the Company's magazines. The other claims are for amounts which are not
significant and, therefore, do not require specific disclosure.
b)
Tax contingencies
The tax lawsuits involving the Company and certain subsidiaries include assessment
notices related to COFINS and Withholding Income Tax, amounting to R$ 107,203 and
R$ 100,302 respectively. The likelihood of unfavorable outcomes in these lawsuits is
classified by the Company's tax advisors as possible. The amounts of other lawsuits are
not significant and, therefore, they do not require specific disclosure.
18. PRIVATE PENSION AND RETIREMENT PLANS
During the year ended December 31, 2013, the Company and its subsidiaries made contributions
to Abrilprev totaling R$ 4,754 (parent company) and R$ 5,393 (consolidated). In 2012, these
contributions totaled R$ 431 (parent) and R$593 (consolidated), which were fully recorded in the
results of the sponsoring companies. The contribution due from the sponsoring company at
December 31, 2013 was 1.6607% on the payroll of the employees who participated in the plan.
19. EQUITY
19.1. Share capital
The Company's share capital at December 31, 2012 was R$ 458,627, and was comprised
of 15,392,325 common, registered shares, 26,167,224 class A registered preferred shares
and 4,617,728 class B registered preferred shares.
70
As discussed in note 10.5.c, upon the merger of parent company Abril S.A. into the
Company, the then existing shares were extinguished and replaced with newly issued
shares.
As a consequence, at December 31, 2013, the share capital is R$ 17,362, comprising
11,759,996 registered common shares, and 10,583,996 class A registered preferred
shares.
Each common share is entitled to one vote on the resolutions of the General Stockholders'
Meeting, and the preferred shares do not have voting rights on the resolutions, except as
provided for by the applicable legislation.
19.2. Revenue reserves
(i)
Legal reserve
The legal reserve is credited annually with 5% of the profit for the year and cannot
exceed 20% of the capital. The purpose of the legal reserve is to ensure the integrity of
capital, and it can be used only to offset losses and increase capital.
(ii) Additional dividend proposed
Management records dividends payable at the minimum percentage, in conformity with
Law 6,404/76 and the Company's bylaws. The additional dividend proposed of
R$ 55,393 at December 31, 2012, further to the minimum mandatory amount recorded
in liabilities, was transferred to the "additional dividends for distribution" line.
19.3. Dividends and interest on capital
The bylaws of the Company establish that the stockholders are entitled to a minimum
dividend of 25% of the profit for the year, after the deduction of the allocation to the legal
reserve, and that the remaining profit is at the disposal of the general meeting to approve its
distribution.
Preferred shares have priority in the payment of dividends, and "class A" shares will acquire
voting rights if the Company does not pay the minimum dividends to which they are entitled
for more than three consecutive years, and will retain the voting rights up to the date when
that payment is made.
As determined by Law 9,249/95, the Company's management proposed, subject to
approval at the General Stockholders' Meeting, the amount of R$ 18,465 as dividends,
corresponding to 25% of adjusted profit for the year ended December 31, 2012. Dividends
were calculated as follows:
12/31/2012
85,083
(4,254)
Profit for the year (i)
Allocation to legal reserve
80,829
Interest on capital
7,491
(14,462)
73,858
Minimum dividend proposed
Additional dividend proposed (note 19.2)
(i) Does not consider the change in accounting policy described in note 3.2.
71
18,465
55,393
19.4
Interest on capital
During the year ended December 31, 2012, management provided the payment of interest
on capital to the Company stockholders. Interest on capital was computed based on the
variation of the Long-term Interest Rate, in the amount of R$ 14,462.
19.5. Earnings per share
a) Basic
Earnings per share are calculated by dividing the profit attributable to owners of the
Company by the weighted average number of shares issued by the Company.
12/31/2013
Profit (loss) attributable to owners of the Company
Total Company shares (in thousands)
Basic earnings (loss) per share
12/31/2013
(166,675)
28,302
91,447
26,005
(5.8892)
3.5165
b) Diluted
Diluted earnings per share are calculated by adjusting the weighted average number of
outstanding shares to assume the conversion of all potential dilutive shares.
The Company does not have potential dilutive shares (for example: convertible debt and
share options), and, therefore, the diluted earnings per share are the same as the basic
earnings per share.
19.6. Non-controlling interests
At 12/31/2011
2,374
Profit for the year
602
Other changes in non-controlling interests
(376)
- Dividends distributed to non-controlling interests
- Corporate restructuring (i)
At 12/31/2012
(1,027)
651
2,600
Loss for the year
(1,764)
Other changes in non-controlling interests
- Dividends distributed to non-controlling interests
- Reversal of proposed dividends
- Assets surplus
- Capital increase
- Capital reduction
- Corporate restructuring (i)
At 12/31/2013
3,293
(1,972)
131
568
625
(484)
4,425
4,129
72
(i)
Movements in non-controlling interests include the effects of the operations described
in notes 10.5 and 10.6 and the total amount is made up as follows:
12/31/2013
Acquisition
Gato Sabido Editora S.A.
Xeriph Hospedagem de Dados S.A.
Meu Espelho Com. e Export. de Cosméticos S.A.
Merger of Abril S.A. (note 10.5.c)
Via Mídia Consultoria e Serv. de Marketing Ltda.
Tex Courrier Ltda.
Mastermídia Consultoria e Serv. de Marketing Ltda.
Target Mídia Consultoria e Serv. de Marketing Ltda.
Change in interests
Tex Courrier Ltda.
(731)
620
412
12/31/2012
651
-
1,416
2,402
242
84
-
114
(134)
-
4,425
651
20 STATEMENT OF OPERATIONS ON A COMPARATIVE BASIS
As detailed in note 10.5.c., on March 31, 2013, Abril Comunicações S.A. merged with its controlling
stockholder Abril S.A. Consequently, the consolidated financial statements as at December 31,
2013, do not include the operations of the subsidiaries previously controlled by Abril S.A., except
for Abril Comunicações S.A itself.
The pro forma statement of operations at December 31, 2013 was prepared including the loss of
Abril Comunicações S.A. plus the loss of Abril S.A. in the first quarter of 2013 (period prior to the
merger), after excluding the equity in the results of subsidiary Abril Comunicações S.A. for this
period.
For better understanding and analysis of the business performance, the comparative statement of
operations is presented below on the same bases of corporate structure described in note 10.1 for
the years ended December 31, 2013 and 2012.
73
CONSOLIDATED STATEMENT OF OPERATIONS ON A COMPARATIVE BASIS
2013
2012
2,733,268
(1,557,678)
2,922,934
(1,536,139)
Gross profit
1,175,590
1,386,795
Selling expenses
Administrative expenses
Other income (expenses), net
Share of losses of associates
(762,649)
(434,639)
9,052
(51,014)
(747,290)
(500,136)
(673)
(40,669)
(63,660)
98,027
41,436
(152,439)
(12,552)
59,865
(161,286)
(8,850)
(187,215)
(12,244)
(9,686)
(2,817)
(40,779)
124,339
(199,718)
71,316
ATTRIBUTABLE TO
Owners of the Company
(197,961)
(1,757)
72,035
(719)
(199,718)
71,316
12/31/2013
Parent
12/31/2012
12/31/2013
Consolidated
12/31/2012
1,919,080
(88,663)
554,657
(27,072)
2,832,902
(262,603)
762,273
(38,014)
1,830,417
527,585
2,570,299
724,259
Revenue
Cost of sales
Operating profit (loss)
FINANCE RESULT:
Finance income
Finance costs
Foreign exchange variations, net
Loss before income tax and social contribution
INCOME TAX AND SOCIAL CONTRIBUTION
Current
Deferred
21. REVENUE
Net revenue is comprised as follows:
Gross sales of products and services
Taxes on sales
Net revenue
74
22. EXPENSES BY NATURE
The details of expenses by nature, for parent company and consolidated, are as follows:
Parent
12/31/2013
Depreciation
Amortization
Personnel expenses
Selling
Direct sales
Copyrights
Commissions
Advertising space
Events and seminars
Promotions
Provision for impairment of receivables
Consulting
Outsourced services
Logistics
Freight
Distribution
Materials and services
Raw materials and
consumables
Printing
Other
Recovery of taxes
Contingencies
Maintenance and repairs
Rentals
Other income (expenses)
Costs
Selling
Administrative
Total
(2,942)
(62,467)
(64,724)
(1,186)
(17,295)
(126,554)
(13,609)
(21,104)
(140,103)
(17,737)
(100,866)
(331,381)
(255,849)
-
(131,284)
(17,465)
54,722
(18,588)
(39,778)
(47,847)
(456)
(45,990)
(52,639)
(137,491)
(236,120)
(6,849)
-
(27,648)
(134,439)
(5,123)
-
(39,620)
(134,439)
(200,712)
(248,415)
(87)
(2,529)
(8,008)
-
(208,807)
(250,944)
(5,895)
(11,367)
(3,815)
88,393
436
(9,487)
(696)
(765)
(28,568)
11,567
18,902
(16,466)
(36,044)
17,710
12,003
3,520
(28,529)
(40,624)
77,535
(820,632)
(602,153)
(329,769)
(1,752,554)
75
-
(387,133)
(17,465)
54,722
(18,588)
(39,778)
(47,847)
(456)
Depreciation
Amortization
Personnel expenses
Selling
Direct sales
Copyrights
Commissions
Advertising space
Events and seminars
Promotions
Consulting
Outsourced services
Logistics
Freight
Distribution
Raw materials and
consumables
Printing
Other
Contingencies
Rentals
Other expenses
Costs
Selling
Administrative
Parent
12/31/2012
Total
(5,808)
(6,509)
(11,766)
(387)
(3,301)
(29,834)
(3,059)
(9,691)
(7,402)
(9,254)
(13,467)
(49,002)
(61,774)
-
(16,394)
(6,114)
(1,669)
(3,688)
(10,168)
(11,674)
26
-
(78,168)
(6,114)
(17,346)
(3,688)
(10,168)
(11,674)
26
(14,317)
(13,149)
(43,659)
(71,125)
(1,795)
-
(6,949)
(31,829)
(959)
-
(9,703)
(31,829)
(56,610)
(39,338)
(64)
(175)
(2,234)
-
(58,908)
(39,513)
(2,978)
(882)
(2,435)
(1,585)
(52)
(63)
(8,013)
(15,962)
(3,900)
(8,018)
(9,454)
(17,547)
(6,930)
(8,963)
(19,902)
(204,212)
(145,082)
(104,338)
(463,275)
76
Depreciation
Amortization
Impairment loss
Personnel expenses (i)
Selling
Sales
Copyrights
Commissions
Advertising space
Events and seminars
Promotions
Consulting
Outsourced services
Logistics
Freight
Distribution
Raw materials and
consumables
Printing
Other
Recovery of taxes
Contingencies
Rentals
Other expenses
Administrative
(18,620)
(35,520)
(1,593)
(158,461)
Consolidated
12/31/2013
Total
(32,699)
(122,663)
(1,593)
(469,676)
Costs
(11,727)
(67,983)
(132,834)
Selling
(2,352)
(19,160)
(178,381)
(560,864)
-
(131,390)
(17,299)
52,755
(21,112)
(39,721)
(64,309)
(10,569)
(62,389)
(66,960)
(151,709)
(281,058)
(113,435)
-
(24,041)
(101,568)
(5,698)
-
(143,174)
(101,568)
(207,018)
(248,787)
(882)
(4,314)
(8,287)
-
(216,187)
(253,101)
(6,289)
(15,571)
(13,909)
(34,105)
436
(12,693)
(2,260)
(3,281)
(38,641)
11,567
15,658
(17,768)
(38,352)
(10,261)
12,003
(3,324)
(35,599)
(55,542)
(83,007)
(1,474,911)
(685,742)
(419,044)
(2,579,697)
-
(692,254)
(17,299)
52,755
(21,112)
(39,721)
(64,309)
(10,569)
(i) As mentioned in note 1.2, during 2013, the Company and its subsidiaries reviewed their
operating structure, aiming at increased effectiveness and productivity, and reduced their
personnel costs by R$ 77,502 with respect to indemnities included in this line.
77
Depreciation
Amortization
Impairment loss
Personnel expenses
Selling
Sales
Copyrights
Commissions
Advertising space
Events and seminars
Promotions
Consulting
Outsourced services
Logistics
Freight
Distribution
Raw materials and
consumables
Printing
Scheduling and movies
Other
Contingencies
Rentals
Other expenses
Administrative
(4,433)
(4,857)
(5,945)
(24,690)
Consolidated
12/31/2012
Total
(13,619)
(16,067)
(5,945)
(85,966)
Costs
(8,685)
(6,796)
(18,773)
Selling
(501)
(4,414)
(42,503)
(86,661)
-
(24,376)
(7,695)
(7,459)
(6,466)
(13,058)
(17,591)
(928)
-
(111,037)
(7,695)
(7,459)
(6,466)
(13,058)
(17,591)
(928)
(19,830)
(19,393)
(56,207)
(95,430)
(4,242)
-
(9,143)
(42,163)
(1,188)
-
(14,573)
(42,163)
(75,406)
(50,453)
(3,550)
(69)
(139)
-
(3,007)
-
(78,482)
(50,592)
(3,550)
(1,099)
(3,906)
(712)
(5,660)
(2,225)
(153)
(76)
(10,339)
(16,109)
(5,208)
(10,791)
(10,662)
(19,433)
(9,267)
(11,579)
(26,661)
(285,773)
(208,691)
(143,097)
(637,561)
23. OTHER INCOME (EXPENSES), NET
12/31/2013
Donations
Tax and contractual fines
Net gain on sale of PP&E
Capital loss on subsidiaries
Long-term partnership program
One-off expenses
Provision for losses on intercompany loans
Other
Parent
12/31/2012
Consolidated
12/31/2013
12/31/2012
(3,150)
(771)
22,948
(799)
(3,227)
(6,405)
(432)
2
(3,330)
159
(651)
(1,836)
(243)
-
(3,336)
(3,573)
26,462
(151)
(3,227)
(6,450)
(432)
2
(3,536)
(113)
166
(655)
(1,772)
(243)
(19)
8,166
(5,901)
9,295
(6,172)
78
24. FINANCE INCOME AND COSTS
Parent
12/31/2013
12/31/2012
Consolidated
12/31/2013
12/31/2012
Income:
Securities income
19,700
9,773
21,879
9,361
Interest on intercompany loans
76,945
66,431
14,649
51,817
Interest and discounts obtained from customers
1,954
4,558
6,605
5,004
Interest on taxes and judicial deposits
6,459
3,297
7,518
3,297
436
1,255
900
1,000
105,494
85,314
51,551
70,479
(133,729)
(52,937)
(102,101)
(38,646)
Other
Costs:
Interest on borrowings and
debentures
Interest on intercompany loans
-
-
1,923
(1,376)
5,847
(9,185)
1,207
(10,502)
(41,820)
(17,087)
(47,799)
(19,701)
Taxes
Discounts granted
Other
(900)
(170,602)
476
(78,733)
(1,679)
(148,449)
461
(69,764)
-
Exchange variations, net:
Income from assets indexed to
foreign currency
69,844
6,493
993
3,619
Costs from liabilities indexed to
foreign currency
Finance income (costs), net
(205,599)
(106,720)
(13,524)
(31,469)
(135,755)
(100,227)
(12,531)
(27,850)
(200,863)
(93,646)
(109,429)
(27,135)
79
25. INCOME TAX AND SOCIAL CONTRIBUTION EXPENSES
The reconciliation of the income tax and social contribution expenses for the years ended
December 31, 2013 and 2012 is as follows:
12/31/2013
Profit (loss) before income tax
and social contribution
Standard tax rates
Income tax and social
contribution charges
Share of profits (losses) of subsidiaries
Impairment of assets
Profits obtained abroad
Temporary differences with the constitution
of income tax
Permanent differences
Income tax and social contribution on tax
losses not utilized
Capital gain (loss) in subsidiaries
Offsetting of unrecorded
tax losses from prior years
Initial recognition of deferred taxes
on tax losses
Interest on capital
Other
Total income tax and
social contribution
Parent
12/31/2012
12/31/2013
Consolidated
12/31/2012
(211,887)
47,718
(150,772)
54,047
34%
34%
34%
34%
72,042
(31,228)
-
(16,224)
24,926
-
51,262
(13,430)
(1,769)
32,933
(18,376)
6,292
18,021
6,090
(1,285)
(69,479)
(1,164)
(12,010)
(1,904)
(69,736)
(1,287)
(271)
(229)
(69,463)
(51)
(2,369)
(223)
-
-
68
5
(134)
99,912
4,917
1,070
(3,301)
99,912
4,917
846
45,214
43,729
(17,665)
38,002
26. RELATED PARTY TRANSACTIONS
26.1 The transactions and balances of the Group with its related parties for the years ended
December 31, 2013 and 2012 are summarized below:
80
Parent
12/31/2013
Current
Related parties
Accounts
receivable
Suppliers
and other
payables
Loans
and other
credits
granted
Dividends
receivable(*)
Accounts
receivable
Non-current
Loans
and other
credits
obtained
Sales
(expenses)
net
Finance
income
(costs)
Abril Invest Corporation
-
134.599
-
-
-
-
(1.560)
-
955
-
568.008
16.400
5.549
-
-
49.408
8.061
8.621
46.606
-
-
-
2.725
1.574
-
-
-
-
-
-
-
12.244
Abril S.A.
4.556
2.368
1.279
-
1.519
-
668
118
Dinap - Distribuidora Nacional de Publicações Ltda.
43.057
23
-
-
-
-
263.816
6
Editora Ática S.A.
12.185
3.989
-
-
-
-
49.907
-
Editora Caras S.A.
Editora Scipione S.A.
3.704
528
-
-
-
-
53.478
-
3.055
2.860
-
-
-
-
17.274
-
Elemidia Consultoria e Serviços e Marketing Ltda.
2.039
365
1.376
-
-
-
2.491
-
Fundação Victor Civita
Iba Comercial e Distribuição S.A.
1.491
90
-
-
-
-
(13.936)
-
242
673
25.718
-
-
-
(2.121)
-
-
-
3.848
-
-
-
-
-
GTR Participações S.A.
-
-
35.964
-
-
-
-
7.852
-
95.438
814.892
-
-
-
Tevecap Inc
-
-
-
139.662
-
-
-
Tevecap Overseas Ltda.
-
-
-
-
-
31.484
-
257
47
44.564
-
-
-
1.215
835
1.144
4.653
23.896
-
-
-
(37.825)
722
59
-
4.743
-
-
-
-
354
9.708
1.222
3.177
-
-
531
14.149
692
98.365
160.038
854.617
970.954
7.068
32.015
350.281
Tevecap Communications Ltda.
Tex Courier Ltda.
Treelog S.A. - Logística e Distribuição
Tv Condor S.A.
Other
(143.562)
(4.020)
(81.629)
(*) The companies Tevecap Com and Tevecap Inc., which proposed dividends to the Company, are also holders of senior notes issued by the Company.
Accordingly, the settlement of the senior notes and the realization of dividends receivable recorded in the Company books are under the control of the Group's
management. It should be noted that dividends receivable and senior notes are fully eliminated on consolidation.
81
Parent
12/31/2012
Accounts
receivable
-
Dividents
receivable
-
Dividends
and interest
on capital
payable
-
955
-
-
Abril Marcas Ltda.
846
Related parties
Abril S.A.
Current
Suppliers
and
accounts
payable
133,311
Loans
and other
credits
granted
-
Dividends
receivable
-
Non-current
Loans
and other
credits
obtained
-
-
432,868
16,400
-
Sales
(expenses)
net
(390)
Finance
income
(costs)
-
-
(25,911)
2,121
8,652
-
-
9,423
-
-
-
(34)
5,909
106
-
123,052
-
782,503
-
-
-
37,768
-
2
-
-
-
-
-
37,019
8
Ativic S.A.
2,074
-
-
-
-
-
-
-
-
Casa Cor Promoções e Coml. Ltda.
3,549
-
-
566
-
-
-
195
588
388
377
-
-
-
-
-
17
-
-
-
-
6
61,370
-
-
3
-
49,081
685
-
27
-
-
-
76,201
23
CCS - Camboriu Cable System
de Telecomunicações Ltda.
DGB Logística e Distrib. Geográfica do Brasil Ltda.
Dinap Distribuidora Nacional de Publicações Ltda.
Editora Abril S.A.
-
-
-
-
-
-
-
(793)
5,185
Editora Ática S.A.
12,934
-
-
999
-
-
-
3,240
-
Editora Caras S.A.
4,351
-
-
978
-
-
-
15,176
-
2
2
-
-
-
-
-
-
(3)
4,839
-
-
545
-
-
-
1,799
-
Elemídia Consultoria e Serviços de Marketing S.A.
2,263
-
-
488
-
-
-
842
15
750
-
-
-
-
-
-
3,855
-
-
-
-
30
3,480
-
-
-
92
144
-
-
-
8,000
-
-
414
-
IBA Comercial e Distribuição Ltda.
Magazine Express Coml.,
265
113
-
10
750
-
-
34
14
-
-
-
-
185,759
-
-
-
-
Televisão Show Time Ltda.
1,171
-
-
-
-
-
-
-
-
6,467
-
-
-
95,438
814,892
-
-
(86,296)
-
-
-
-
-
-
27,464
-
(2,254)
Tevecap Inc.
-
-
-
-
-
139,662
-
-
-
1,157
-
-
8,835
-
-
-
(11,979)
(387)
Import. e Export. de Revistas Ltda.
Other
4,089
104,085
1,177
-
1,687
123,052
156,905
82
5,981
1,576,149
970,954
-
3,706
64,483
94,415
621
(64,636)
Consolidated
12/31/2013
Related parties
Abril Educação S.A.
Abrilpar Participações Ltda.
Ativic S.A.
Caep - Central Abril Educação e Participações Ltda
CLC Comunicação Lazer e Cultura
Consultoria Brasenil S.A.
Curso PH Ltda.
Editora Ática S.A.
Editora Caras S.A.
Sistema PH de Ensino Ltda.
Sistema de Ensino Abril Educação S.A.
Televisão Show Time Ltda.
Tevecap Brasil Radioenlaces Ltda.
Other
Accounts
receivable
92
8,063
8,799
2,074
37
148
12,206
4,187
3,070
2,958
360
418
926
1,223
604
332
45,497
Current
Suppliers
and
other
payables
4
8,495
304
3
3,945
3,376
2,816
353
30
17
11
335
367
20,056
83
Loans
and other
credits
granted
46,606
1,175
1,474
3,848
78
998
54,179
Non-current
Loans
and other
credits
obtained
2,772
813
3,585
Sales
(expenses)
net
431
2,725
13,822
37
334
50,275
23,822
17,504
13,936
1,562
4,276
(32)
(27)
(154)
128,511
Finance
income
(costs)
6
1,574
27
(38)
44
(825)
284
2
264
91
1,429
Consolidated
12/31/2012
Current
Related parties
Abril S.A.
Accounts
receivable
8,699
Dividends
receivable
-
Suppliers
and
payables
9,434
Dividends
payable
-
Loans
and other
credits
granted
-
105
-
5
123,052
782,503
Non-current
Loans
and other
credits
obtained
-
Sales
(expenses)
net
297
Finance
Income
(costs)
6,475
-
-
38,134
846
-
-
-
-
-
2,462
-
Ativic S.A.
2,074
-
-
-
-
-
-
-
Casa Cor Pormoções e Comercial Ltda.
3,549
-
566
-
-
-
164
588
Construtora Ene Esse Ltda.
-
-
-
251
-
-
-
-
Consultadoria Brasenil
-
-
-
-
5,442
-
-
Abril Marcas Ltda.
(1,063)
DGB Logística e Distrib. Geográfica do Brasil Ltda.
-
-
-
-
61,370
-
3
-
Dinap Distribuidora Nacional de Publicações Ltda.
49,992
685
121
-
-
-
94,853
28
Editora Ática S.A.
12,934
-
999
-
-
-
(1,172)
Editora Caras S.A.
4,351
-
1,180
-
-
14,628
19,271
4,839
-
545
-
-
-
(1,302)
-
Elemídia Consultoria e Serviços de Marketing S.A.
2,274
-
488
-
-
-
782
15
750
-
-
-
-
-
5,453
-
-
-
30
-
3,480
-
-
92
-
-
-
-
185,759
-
-
-
42
-
-
-
-
1,720
(158)
(15)
1,258
-
8,865
-
-
-
(14,848)
(387)
TV Show Time Ltda.
1,171
-
-
-
-
-
-
-
Other
3,701
-
1,458
-
1,590
-
4,562
276
Tex Corrier Ltda.
96,585
685
23,691
84
123,303
1,040,144
16,348
110,367
(760)
43,383
a)
Key management compensation
a)
Key management compensation
Key management includes the chief executive officer, directors, vice-presidents, members of the
Executive Committee and the head of internal audit. The compensation paid or payable for
employee services is as follows:
12/31/2013
Salaries and social charges
Directors' fees
Long-term incentives
Bonuses
12/31/2012
20,407
6,754
960
2,863
9,931
5,654
1,984
85
30,984
17,654
The fees paid to directors were recorded as personnel expenses. No other amounts or additional
benefits were paid to these officers.
b) Long-term incentives
The Group's long-term incentive program includes two categories:
a)
Warrants
The officers participating in the long-term partnership program have the option to invest up to 50%
of their annual bonuses in warrants issued by the Company. These warrants may be redeemed
annually, considering the appreciation or devaluation of the Company's shares. The retention in
this program is limited to six years, and after four years, if the officer has opted not to make any of
the annual redemptions to which he is entitled, the Company adds an amount as a premium for
this retention. These warrants are not convertible into shares, and the Company is obliged to
repurchase them. The total balance of this liability, which is recorded in "Trade and other
payables" under current liabilities, is R$ 1,071 at December 31, 2013 and can be redeemed
annually by the officer holding the bonus.
b)
Bonuses
Bonuses are calculated based on the evaluation of the individual performance of the officers
participating in the long-term partnership program. Of the amount granted annually, the officer has
the option to redeem 50% of the amount, divided into four years, and the remaining 50% only
upon the termination of the employment contract. The balance not redeemed by the officer is
restated annually based on the appreciation or devaluation of the Company's shares. At
December 31, 2013, the Group recorded a provision of R$ 1,889 which is recorded in "Trade and
other payables" under current liabilities.
To participate in the long-term partnership program it is necessary that the officer be a member of
Management, or an employee in a leading position in one or more of the companies of the Group.
85
26.2. Other relevant information on related parties
(a) Sales transactions and expenses with related parties refer to sales of printing services, sales of
products and services, costs and allocation of general and administrative expenses.
(b) Except for the loan obtained from subsidiary Abril Vídeo Distribuição Ltda. and accounts
receivable from associate DGB Logística Distribuição Geográfica do Brasil Ltda., which bear no
interest, all other loans granted or obtained through loan agreements with related parties bear
interest at average market rates.
27. COMMITMENTS
The Company has long-term contracts related to the leasing of its office spaces. Future commitments for
the payment of these office spaces from December 31, 2013 are as follows:
2014
2015
2016
2017
2018
2019
2020
2021 to 2028
55,786
50,122
44,391
42,117
41,846
41,846
41,846
120,088
438,042
The expenses incurred on these contracts during the year ended December 31, 2013 were R$ 46,483
(2012 - R$ 33,248).
The contracts do not provide for fines or any other obligations due by the Company in the event of
rescission before the end of the contract period. The Company does not receive any income from subrentals in connection with these contracts.
28. INSURANCE
The Group's policy is to maintain insurance coverage at an amount considered sufficient by management
to cover the risks relating to, among others, fire, flood, machinery breakdown, own and third-party goods
and merchandise, work accidents and environmental damage.
29. ABRIL HEALTH CARE PLAN
The Company and its subsidiaries participate in the Abril Health Plan (Plano de Saúde Abril) which was
created to provide medical and hospital assistance to employees and their dependents. The companies
and the employees are, therefore, responsible for the monthly contributions to Associação Abril de
Benefícios, the entity which manages the plan. During the year ended December 31, 2013, certain
subsidiaries made contributions to the plan amounting to R$ 28,392 (parent company) and R$ 36,869
(consolidated) (2012 - R$ 5,657 for parent company and R$ 7,678 on a consolidated basis).
86
30. SUBSEQUENT EVENTS
30.1 On January 17, 2014, the Brazilian Anti-trust Authority (CADE) approved, without qualification, the
sale of the license for use of the radiofrequency and operating assets owned to Abril Radiodifusão.
30.2 On February 17, 2014, CADE approved, without qualification, the transfer of four TVA service
concessions by Grupo Abril Boa Ventura Empresa de Serviço de Acesso Condicionado, in the
cities of São Paulo (State of São Paulo), Rio de Janeiro (State of Rio de Janeiro), Curitiba (State of
Paraná) and Porto Alegre (State of Rio Grande do Sul).
30.3 Extended maturity of the 5th issue of debentures
On March 11, 2013, the debentureholders of the 5th issue granted the Company an extension of
the installment payable on March 15, 2014, in the amount of R$ 50.000. The balance of this
installment was diluted at the proportion of 33% of the amount payable in years 2015, 2016 and
2017. Additionally, the contract interest rate was changed to CDI + 2% p.a.; and the prepayment
clause, which provided for the early settlement of the contract, was excluded.
87
BOARD OF DIRECTORS
GIANCARLO FRANCESCO CIVITA
Chaiman
VICTOR CIVITA
Vice Chairman
TOMAZ SOUTO CORRÊA NETTO
Board Member
EXECUTIVE BOARD
GIANCARLO FRANCESCO CIVITA
Chief Executive Officer
Officers: ARNALDO FIGUEIREDO TIBYRIÇÁ
DOUGLAS DURAN
MARCELO VAZ BONINI
FÁBIO COLLETTI BARBOSA
VICTOR CIVITA
CORPORATE CONTROLLING
MAURO CATUCCI
Contador: CRC - 1SP 165.052/O-8
88

Abril Comunicações S.A.

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