1 (A free translation of the original in Portuguese) Abril Educação S.A. Quarterly Information (ITR) at March 31, 2012 and Report on Review of Quarterly Information
2 ABRIL EDUCAÇÃO S.A. QUARTERLY FINANCIAL INFORMATION as at March 31, 2012 and Independent Auditors Review Report on the Quarterly Information CONTENTS Page Balance sheets 1-2 Statements of income 3 Statements of changes in equity 4 Statements of cash flows 5 Statements of value added 6 Notes to the financial statements 7-41 Board of Directors and Board of Executive Officers 42 Independent Auditors Review Report on the Quarterly Information 43-44
3 Abril Educação ends 1Q12 with 22% net revenue growth, totaling R$248.8 million. Consolidated EBITDA reached R$110.1 million, 13% up year-over-year, and net income increased by 26%. São Paulo, May 11, Abril Educação S.A. (BM&FBOVESPA: ABRE11) announces its results for the first quarter of 2012 (1Q12). Comments herein refer to the consolidated results under IFRS, and comparisons refer to the same period in 2011 (1Q11), as indicated. CONSOLIDATED RESULTS (R$ mm) 1Q12 1Q11 Changes (%) Net Revenue % (-) Cost of goods sold (COGS) (64.4) (60.0) 7% (=) Gross Profit % Gross margin (%) 74% 71% 3 p.p. (-) Selling, general and administrative expenses (93.3) (67.2) 39% (=) Operating income (loss) % Operating Margin(%) 37% 38% -1 p.p. (-) Financial Result (9.1) (12.3) -26% (=)Income (loss) before income tax and social contribution % (-) Income tax and social contribution (28.3) (21.5) 32% (=) Net Income (loss) % Net Margin (%) 22% 21% 1 p.p. (=) Operating income (loss) % (+) Depreciation and Amortization % (+) Amortization of editorial investment % (=) EBITDA % EBITDA Margin (%) 44% 48% -4 p.p. Number of Shares (million) Earnings per share (R$) For the purposes of both, financial and operational analysis, it is necessary to consider the periods of acquisition of each business and their respective contributions to revenue and expenses. The Anglo Learning System and Preparatory Courses were acquired in July 2010, the ph Schools and Preparatory Courses and the Escolas Técnicas do Brasil (ETB) were acquired in April 2011, the Maxi Learning System in October 2011, and the Escolas Satélite in February The assets arising from these transactions began to be booked in the Company s financial statements as of their respective acquisition dates, influencing Abril Educação s performance in the comparison between 1Q12 and 1Q11.
4 HIGHLIGHTS Consolidated net revenue totaled R$248.8 million in 1Q12, 22% up over the R$203.8 million recorded in 1Q11, driven by the acquisitions (ph Group, Maxi and ETB), which added R$34 million, and organic growth, which added R$11.1 million; R$10.4 million of which from the expansion of the Anglo and SER Learning Systems. The learning systems posted net revenue of R$72.1 million, 30% up on the R$55.4 million reported in 1Q11. Excluding Maxi learning system, acquired in October 2011, and the revenue originated by Anglo from the PNBE (National School Library Program), as well as the impact from the change in SER s sales cycle (mentioned in the previous earnings release and more detailed later on in this report), the learning systems grew by 31.2%, driven by Anglo and SER, which grew by 30% and 35%, respectively. We closed March 2012 with 538,000 students enrolled in schools that use the Company s Learning Systems, 43% more than the 377,000 recorded in 1Q11. These figures do not include: (a) returns, which usually occur in the second quarter; and (b) city governments that, at the end of the quarter, were still concluding their bidding process for the learning system to be adopted in The Publishers closed 1Q12 with net revenue of R$143.6 million, virtually identical to the R$143.7 million posted in 1Q11. The private school segment recorded growth of 4%, while revenue from the public school segment fell by 13%. However, using the same comparable basis, revenue grew by 5.7%, after taking into consideration the following factors: (i) the higher percentage of 2011 PNLD (National Textbook Program) sales accounted in 1Q11 than 2012 PNLD program sales accounted in 1Q12 (10.6% and 9.1% respectively); (ii) the non-recurring purchases by EJA (Youth and Adult Education Program) in 1Q11; and (iii) Abril Educação and Anglo s participation in the PNBE under their own respective corporate identities, which decreased the share of the Publishers. Consolidated gross profit grew by 28% over 1Q11 to R$184.4 million, while the gross margin widened from 71% to 74%. Consolidated EBITDA increased by 13% over 1Q11 to R$110.1 million, although the EBITDA margin narrowed from 48% to 44%. Gross profit growth outpaced the EBITDA expansion, due to the 39% upturn in selling, general and administrative expenses.
5 SG&A expenses totaled R$93.3 million, 39%, or R$26.1 million, up over 1Q11, contributors to such an increase in expenses were: (a) the R$1.9 million growth in the direct expenses of the holding company, whose structuring for the management of the various business lines took place throughout 2011, especially as of the second quarter. The R$1.9 million includes the recognition of the stock option program, amounting to R$2.4 million, which had not been implemented in the first half of the year (with no cash effect); (b) R$2.4 million related to typical holding company services, but which were provided by some of the business lines to the others; (c) R$13.0 million related to the businesses acquired, R$9.2 million of which from ph s Preparatory Course and Schools, which have lower margins than the other business lines, as well as the amortization of the surplus value from intangible assets, with no cash effect; and (d) R$7.7 million related to the company s organic growth and five new expansion projects which are not yet generating revenue and are scheduled to be launched in the second half of Net income totaled R$53.9 million, 26% up on the R$42.8 million posted in 1Q11, due to the improvement in the financial result, from a net expense of R$12.3 million in 1Q11 to a net expense of R$9.1 million in 1Q12, and the 29% reduction in the amortization of editorial investments, given that none of Abril Educação s works, submitted for evaluation by the 2013 PNLD, were rejected. Unlikely in 2011, when the non-approval of some of the works submitted generated an accelerated amortization of the non-approved and non-reusable works which exceeded the amount amortized in 2012 by R$5.1 million. At the end of March, the federal government announced the list of books approved, in the technical assessment, by the 2013 PNLD, which will be produced and sold by the publishers participating in the program in the last two quarters of None of the works submitted by Ática and Scipione were rejected, giving them an important presence in the list making up the PNLD catalogue and in the selection of books by primary school teachers.
6 NET REVENUE In 1Q12, we continued to diversify our revenue, contributing to mitigating the impact of seasonality on the Publishers business, focusing on acquisitions and initiatives with higher growth potential in business lines that generate more regular revenue throughout the year. Publishers: The Publishers closed 1Q12 with net revenue of R$143.6 million, in line with the R$143.7 million posted in 1Q11. Revenue from the private school market increased by 4%, due to a similar increase in average price of the books sold and flat sales volume. However, the public schools market recorded a 13% decline, from R$33.9 million to R$29.7 million. Using the same comparable basis, the Publishers revenue grew by 5.7%, after considering the following factors: (i) the higher share of PNLD 2011 sales accounted in 1Q11 (10.6%) than PNLD 2012 sales accounted in 1Q12 (9.1%), which had a negative impact of R$4.5 million in 1Q12; (ii) the non-recurring purchases by the EJA Program in 1Q11, totaling R$2.4 million (typical of that year); and (iii) Abril Educação and Anglo s participation in the PNBE (School Library Program) under their own respective corporate identities), with R$1.3 million revenue, diluting the Publishers share of the program
7 in fact total revenue from this program increased by 29.4%, from R$3.0 million, in 1Q11, to R$3.9 million in 1Q12. Publishers Net Revenues - R$ mm Number of Books Sold - ' ,613 8,331 +4% % 3,531 3,517-13% % 5,082 4,814 1Q11 1Q12 1Q11 1Q12 Public Private Public Private Publishers Net Revenue Growth "As Is" (R$ mm) Publishers Net Revenue Growth Comparable Basis (R$ mm) % EJA PNLD + PNBE PNLD + PNBE Q11 1Q12 1Q11 1Q12 Learning Systems: The Anglo learning system recorded net revenue of R$56.4 million, 32% up over the R$42.6 million registered in 1Q11. This amount includes revenue of R$2.6 million from Anglo s ph brand, launched at the end of 2011, and the books sold via Gráfica e Editora Anglo S/A to the PNBE program totaling R$1.0 million, as previously mentioned. The number of students using the Anglo and ph systems grew by 18%, from 259,000, in 1Q11, to 304,000, while the average ticket increased by 10.8%. Although SER s student base and average prices increased by 17.4% and 15.1%, respectively, over 1Q11, the system s net revenue fell by 26%, from R$12.8 million to R$9.5 million. This reduction was not structural in nature, but was due to a combination of two factors:
8 (a) As mentioned in the previous earnings release, we implemented a new cycle that anticipates deliveries and revenue recognition at the beginning of a given school year to the last quarter of the previous year. In 2011, we anticipated to 4Q11 the recognition of R$4.9 million in revenue from sales related to A similar impact will occur in 4Q12, when we will recognize revenue related to sales in 1Q13.We rationalized SER s production process by reducing the number of system versions and changing the delivery schedule of these versions along the year. The change in the delivery schedule has a negative impact on revenue in the first half, comparatively, and is entirely offset in the second half, so it will not alter expected revenue for 2012, although it does change recognition from quarter to quarter. Thus, we did not recognize R$2.9 million in 1Q12, which will be recognized in the following quarters. Using the same comparable basis, SER would have recorded revenue growth of 35% over 1Q11. The acquisition of the Maxi system in October 2011 added R$6.2 million to 1Q12 revenue in 1Q12. Consequently, excluding the negative effects from the changes in sales policy and the positive impact from the sale of textbooks by Anglo to the PNBE program, the system recorded real revenue growth of 42%.
9 Schools and Preparatory Courses: Anglo s Preparatory Courses posted net revenue growth of 17%, from R$4.6 million, in 1Q11, to R$5.4 million. The Tatuapé unit, Anglo s fourth, but the first to be inaugurated after the company s acquisition by Abril Educação, began operations in 2012 with 305 students out of a total capacity of 600 students per shift (morning, afternoon, night), totaling 1,800 in all. With new investments, the unit s total capacity may reach 3,000 students in the three shifts. Given the limited time available for enrollment at the beginning of the 2012 school year, since Tatuapé unit was ready by March 2012, and using as benchmark the growth in the number of students following the opening of new ph schools, we believe the inauguration of this unit has been very successful so far. The ph Group (Schools and Preparatory Courses) reported revenue of R$26.1 million in 1Q12, reflecting the 18% growth in the number of students, from 6,400 in March 2011 to 7,500 in March ETB closed 1Q12 with revenue of R$1.7 million and 2,400 students, in line with 1Q11. The School and Preparatory Courses business combined (Anglo, Siga, ph and ETB) closed the quarter with 17,000 students enrolled in 17 units, 9% more than the 15,000 recorded at the end of 1Q11. COST OF GOODS SOLD (COGS) AND GROSS PROFIT Consolidated COGS totaled R$64.4 million in 1Q12, 7% up over 1Q11. As a result, consolidated gross income increased by R$40.6 million to R$184.4 million and the gross margin widened from 71%, in 1Q11, to 74% in 1Q12. Publishers: 1Q12 Publisher s COGS fell by 5%, from R$40.3 million in 1Q11 to R$38.4 million, due to: (a) the higher share of PNLD 2011 sales accounted in 1Q11 (10.6%) than PNLD 2012 sales accounted in 1Q12 (9.1%), as previously mentioned, which had a negative impact of R$1.2 million in 1Q12; and (b) the 3% decline in the volume of textbooks sold (public and private segments).
10 Learning Systems: Anglo s COGS increased by 15%, from R$8.2 million to R$9.4 million, including the ph branded learning system, launched at the end of 2011, and R$0.3 million from sales to the PNBE program under Anglo s own corporate identity. COGS increased at a lower rate than revenue (+32%), reflecting operational efficiency gains, in turn due to the higher number of students, lower printing costs, increased logistics efficiency and stable paper costs. SER s COGS fell by 48%, from R$7.5 million in 1Q11 to R$3.9 million in 1Q12. As explained earlier in this release, the implementation of SER s new sales cycle advanced the recognition of COGS worth R$1.3 million to 4Q11. The change in the recognition of SER s revenue, which is now based on the number of notebooks delivered, led to a R$0.8 million reduction in COGS, which will be recognized in the remaining quarters of the year. Adopting a same comparable basis, COGS fell by 20%, from R$7.5 million in 1Q11 to R$6.0 million in 1Q12, versus revenue growth of 35% in the same period. This reduction reflects SER s adoption by of Anglo s best operational practices, such as the aforementioned rationalization of the production process. The Maxi system recorded COGS of R$1.4 million, resulting in a gross profit of R$4.8 million and a gross margin of 77%.
11 Schools and Preparatory Courses: In 1Q12, Anglo reported Preparatory Course COGS of R$4.4 million, 10% up over 1Q11, given that the reduction in teaching material costs was more than offset by the recognition of expenses with academic management, previously booked under copyrights by the learning systems. The businesses acquired (ph, ETB and Escola Satélite) reported consolidated COGS of R$7.5 million. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND OPERATIONAL INCOME In 1Q12, SG&A expenses totaled R$93.3 million, R$26.1 million or 39% up over 1Q11, due to the three factors below: (a) the R$4.3 million increase in the expenses of the holding company Abril Educação and expenses incurred by the Publishers and Learning Systems related from services that are typical of holding companies, but which were provided and booked by these units. Of this total, R$2.4 million represent the recognition of the granting of stock options to management in the second half of 2011, with no cash impact. These increases are related to the establishment of the holding company throughout 2011, especially as of the second half, and the increased need for controls and reports related to the Company s IPO.
12 (b) The R$13.0 million growth in expenses from the businesses acquired (ph, ETB, Maxi and Escola Satélite) and the respective amortization of the surplus value from intangible assets, with no cash effect, which increased from R$5.5 million in 1Q11 to R$6.6 million in 1Q12. (c) Organic growth and investments in five expansion projects, which will only generate revenue as of the second half of 2012, which increased expenses by R$7.7 million, in 1Q11, to R$66.7 million. The higher SG&A reduced some of the operating margins of the business lines in the period.
13 EBITDA Consolidated EBITDA reached R$110.1 million in 1Q12, 13% up over R$97.8 million reported in 1Q11. The EBITDA margin decreased by 4 p.p. from 48% to 44% in 1Q12. Publishers: 1Q12 Publishers EBITDA fell by 9% over 1Q11 to R$65.0 million, with a margin of 45%, versus 50% in the previous quarter. The decrease reflects R$4.7 million, a non-recurring reduction in COGS reported in 1Q11, resulting from a reversal of provision for paper loss, which did not occur in 1Q12. Learning Systems: The Anglo learning system posted EBITDA of R$39.2 million, 42% up on 1Q11, with a margin of 70%, a 5 p.p. improvement over the 65% reported in the same quarter last year, confirming the business profitability. The SER learning system reported EBITDA of R$1.4 million, 52% down over 1Q11, with an EBITDA margin of 15%. The EBITDA decrease is the result of a change in the management of the system as aforementioned. The system is, indeed, undergoing a process of significant improvement in profitability. On a comparable basis, SER EBITDA would have been R$7.2 million, a hefty 154% over 1Q11, resulting in an EBITDA margin of 42%. The Maxi learning system posted EBITDA of R$3.2 million, with a margin of 52%, in 1Q12. On a comparable basis, the learning systems combined, ended 1Q12 with an EBITDA of $ 49.7 million, 56% over the R$31.9 million reported in 1Q11, with margin of 63.0%, 5.4 p.p. above the 57.6% recorded in 1Q11. Schools and Preparatory Courses: The Anglo s preparatory course business line, recorded a negative EBITDA of R$4.3 million in 1Q12, reflecting the fact that expenses growth outpaced the upturn in revenue. On a comparable basis, EBITDA would have been negative in -R$2.5 million in 1Q12 compared to - R$2.4 reported in the same quarter of last year. The acquired businesses contributed positively, especially ph, with R$10.4 million EBITDA and a 40% margin.
14 NET INCOME 1Q12 net income totaled R$ 53.9 million, 25.8% over R$ 42.8 million recorded in1q11. Apart from acquisition effects, contributed to the increase in results, the improvement in the financial result and the aforementioned decrease in the amortization of editorial investment. Net income was negatively impacted by the amortization of the surplus value from intangible assets related to recent acquisitions (R$ 6.6 million) and Anglo and ph s deferred income and social contribution taxes (R$ 8.3 million), related to the amortization of fiscal goodwill and recognition of the future use of accumulated fiscal losses. None of these two impacts have a cash effect for the Company. If one disregards these effects, the Company would have posted a net income of R$ 68.6 million in 1Q12, compared to R$ 53.9 million.
15 CONSOLIDATED INVESTMENTS Abril Educação s consolidated investments in 1Q12 were primarily related to the acquisitions of new platforms for growth, acquisitions of fixed assets (vehicles and computer equipment) and intangibles (computer systems and software), which totaled R$ 4.6 million or 1.8% of net revenues. In 1Q12, the editorial investment was R$ 12.3 million, R$ 2.7 million higher than in Those resources were used to new collection production, renewal, updates of learning systems materials and collections, as well as finalization and production of ph learning system. CONSOLIDATED TRADE RECEIVABLES The characteristics of Abril Educação s businesses and the profile of its clients are generally associated with low levels of accounts receivable delinquencies. In 1Q12, the amount set aside for provisions for doubtful accounts recognized in the results was R$ 0.3 million. This amount represents 0.1% of net revenues for the period. In the learning systems business, sales are billed to client schools. The delivery of the respective teaching materials is made quarterly. In the event that a school fails to pay, subsequent deliveries are suspended. Also, in general, and largely due to the size of the monthly tuition fees in schools and college entrance preparatory courses of the Company, the students more often come from classes A/B, with higher household incomes. Sales by the publishers are intended for the private and the public school markets. The Federal Government has a consistent history of timely payments. The private market is composed of (i) exclusive distributors, where the history of failure to pay is practically nonexistent, and (ii) bookstores and schools whose management of credit is handled in a very rigorous manner. CONSOLIDATED CHASH FLOW In 1Q12, the Company generated operating cash flow of R$ 91.3 million, a R$ 21.0 million reduction compared to 1Q11 (R$ million). The lower cash generation in comparison with 1Q11 was chiefly due to the payment of R$19 million in vendor financing in 1Q12. This operation began in 2011, when the Company negotiated substantially longer payment terms for paper suppliers, thereby permanently improving working capital needs and the cash position in 1Q11, particularly. In 1Q12, we experienced payments to suppliers of paper purchased in previous periods, when the vendor financing program or alternate programs for lengthening of payment term with paper suppliers will enter in regimen. Cash flow was also impacted by expenses related to copyright payments from the 2012 PNLD program, whose secondary education works have higher prices.
16 DIVIDENDS On March 20, the Company's Board of Directors approved the payment of R$11.5 million in dividends, equivalent to 25% of the year-end net income, after a 5% legal reserve constitution. On April 30, 2012, the Annual General Shareholders Meeting ratified the distribution of these dividends in the amount of R$ /share (R$ /unit). Payment to shareholders with rights to receive dividends will be made on May 31, 2012 Also, at the Annual General Shareholders Meeting held on April 30, a Fiscal Council was installed composed by 5 members, of which 3 were elected by the Company s Board and 2 by the minority shareholders. The members elected by the Board were: Marcos Bastos Rocha, Eduardo Khair Chalita and Carlos Alberto Julio (substitutes: Valdemir Pereira Ramos, Marcio Almeida Andrade and Francisco Papéllas Filho); and by the minority shareholders: Marcello da Costa Silva and Xavier Abdon de Sousa (substitutes: Rafael Sales Guimarães and Robson Candido da Silva). CONSOLIDATED CAPITAL STRUCTURE (R$mm) Jun 11 Sep 11 Dec 11 Mar12 Banking Debt Sellers Debt Total Cash Net Debt Shareholders Equity ,015.7 Total Capital , , ,235.4 Note: Sellers Debt: Debt with former controllers of the acquired companies (Anglo, ph, Maxi and Escola Satélite) 1Q12 consolidated net debt of Abril Educação was R$219.7 million, with a gross debt of R$599.2 million, and net cash available of R$379.5 million. Long-term debt accounted for 83% of total debt. The Company is not exposed to exchange rate risks or impacts as its entire debt is denominated in local currency. In March 2012, shareholders equity was R$1,015.7 million. The capital raised from the IPO in July 2010 has provided the Company with sufficient financial flexibility to implement its development plan. The Company has a sound and solid capital structure, with a financial leverage ratio of only 18%.
17 Share price - R$ R$ million STOCK PERFORMANCE Abril Educação UNITS began trading in the Level 2 Corporate Governance segment of the BMF&BOVESPA. Each UNIT of Abril Educação corresponds to one common share (ON) and two preferred shares (PN). Between the IPO and May 10, 2012, Abril Educação s UNITS appreciated 34%, over the IPO closing price, versus the Bovespa Index s 0.6% upturn in the same period. 30 Price (R$) vs. Volume (R$ mm) (07/26/2011 a 05/10/2012) * Jul 16-Aug 5-Sep 26-Sep 17-Oct 7-Nov 28-Nov 16-Dec 6-Jan 27-Jan 16-Feb 9-Mar 29-Mar 19-Apr 10-May *IPO price Volume (R$) Price Since the IPO until 03/30/2012 Since the IPO until 05/10/2012 In R$, unless otherwise stated* Values In R$, unless otherwise stated* Values Price at the beginning of the period Price at the beginning of the period Maximum Maximum Average Average Minimum Minimum Price at the end of the period Price at the end of the period Average daily volume (R$ million) 27.2 Average daily volume (R$ million) 25.7 Number of shares(mil)¹ 226,471 Number of shares(mil)¹ 226,471 ¹ Number of shares for the end of the period *considers the closing price of the day
18 BALANCE SHEETS AT MARCH 31 (All amounts in thousands of reais) ASSETS Parent Consolidated 03/31/ /31/11 03/31/ /31/11 CURRENT ASSETS Cash and cash equivalents (Note 7) Trade receivables (Note 9) Inventory (Note 10) Taxes recoverable (Note 11) Dividends receivable (Note 32) Interest on capital (Note 32) Advances and prepaid expenses NON-CURRENT ASSETS Loans and other credits with related parties (Note 32) Financial assets (Note 8) Taxes recoverable (Note 11) Deferred income tax and social contributions (Note 19) Judicial deposits (Note 18) Advances and prepaid expenses Investments (Note 12) Intangible assets (Note 13) Property and equipment (Note 14) Total assets The accompanying notes are an integral part of these financial statements. 1
19 BALANCE SHEETS AT MARCH 31 (All amounts in thousands of reais) LIABILITIES AND EQUITY Parent Consolidated 03/31/12 12/31/11 03/31/12 12/31/11 CURRENT LIABILITIES Trade and other payables (Note 15) Loans and financing (Note 16) Taxes and contributions payable (Note 17) Income tax and social contributions payable Dividends payable Payables for acquisition of equity interests (Note 30) NON-CURRENT LIABILITIES Trade and other payables (Note 15) Loans and other credits with related parties (Note 32) Payables for acquisition of equity interests (Note 30) Loans and financing (Note 16) Taxes and contributions payable (Note 17) Provision for contingencies (Note 18) Deferred income tax and social contribution (Note 19) Total liabilities EQUITY Attributable to owners of the parent Share capital (Note 22) Capital reserves (Notes 23) Revenue reserves (Note 23) Retanied earnings Non-controlling interests Total equity Total liabilities and equity The accompanying notes are an integral part of these financial statements. 2
20 STATEMENTS OF INCOME THREE-MONTH PERIODS ENDED MARCH 31 (All amounts in thousands of Reais, except earnings per share) Parent Consolidated 03/31/12 03/31/11 03/31/12 03/31/11 Net revenue (Note 25) Cost of sales and services (Note 26) (59) - (64.405) (60.015) Gross profit Selling expenses (Note 26) (32) (141) (55.012) (48.011) General and administrative expenses (Note 26) (4.820) (2.626) (37.898) (19.453) Other income (expenses), net - - (359) 305 Operating profit (loss) (4.637) (2.767) Finance income (Note 27) Finance costs (Note 27) (1.878) - (18.878) (20.528) Foreign exchange variations, net (Note 27) (106) Profit before equity in the results of subsidiaries Equity in the results of subsidiaries (Note 12) Profit before income tax and social contributions Income tax and social contributions (Note 28) (815) (555) (28.346) (21.470) Profit for the year Profit attributable to: Owners of the Company Non-controlling interests (178) Basic earnings per share - R$ (Note 23) 0, ,12625 Diluted earnings per share - R$ (Note 23) 0, ,12625 There was no comprehensive income to be disclosed. The accompanying notes are an integral part of these financial statements. 3
21 STATEMENTS OF CHANGES IN EQUITY (All amounts in thousands of reais) Capital reserve Revenue reserves Stock Additional Attributable to Share Capital options Legal Profit Retained dividend owners of the Non-controlling Total capital reserve granted reserve retention earnings proposed parent interests equity BALANCES AS AT DECEMBER 31, Profit for the period Allocation of profit for the period Payment of additional dividend proposed (10.272) (10.272) - (10.272) BALANCES AS AT MARCH 31, BALANCES AS AT DECEMBER 31, Profit for the period (178) Other movements in non-controlling interests Stock option plan BALANCES AS AT MARCH 31, The accompanying notes are an integral part of these financial statements. 4
22 STATEMENTS OF CASH FLOW THREE-MONTH PERIODS ENDED MARCH 31 (All amounts in thousands of Reais) Parent Consolidated 03/31/12 03/31/11 03/31/12 03/31/11 CASH FLOW FROM OPERATING ACTIVITIES Cash generated from operations (Note 29) 948 (1.935) Interest paid - - (1.361) (779) Income tax and social contribution paid (726) (162) (8.366) (11.729) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 222 (2.097) CASH FLOW FROM INVESTMENT ACTIVITIES Purchases of: Property and equipment (76) - (2.995) (308) Intangible assets - - (487) (48) Acquisition of subsidiary, net of cash acquired (Note 31) - - (1.093) - Loans granted to related parties (18.062) (19.077) - - Loans received from related parties Interest received NET CASH PROVIDED BY (USED IN) INVESTMENT ACTIVITIES (3.945) (356) CASH FLOW FROM FINANCING ACTIVITIES New loans and financing Repayment of loans and financing - - (2.997) (2.217) Payment of PAES and taxes in instalments - - (906) (1) NET CASH USED IN FINANCING ACTIVITIES - - (3.859) (2.218) INCREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period NET CHANGE IN CASH AND CASH EQUIVALENTS The accompanying notes are an integral part of these financial statements. 5
23 STATEMENTS OF VALUE ADDED THREE-MONTH PERIODS ENDED MARCH 31, 2011 (All amounts in thousands of Reais) Parent Consolidated 03/31/12 03/31/11 03/31/12 03/31/11 REVENUE Sales of goods and services (Note 25) Other revenue Provision for impairment of trade receivables - - (255) (290) INPUTS ACQUIRED FROM THIRD PARTIES Raw materials consumed Cost of sales and services Materials, energy, outsourced services and other GROSS VALUE ADDED (787) (1.437) RETENTIONS Depreciation and amortization (Notes 13 and 14) NET VALUE ADDED GENERATED (833) (1.437) VALUE ADDED RECEIVED THROUGH TRANSFER Equity in the results of investees (Note 12) Finance income (Note 27) Foreign exchange gains (Note 27) TOTAL VALUE ADDED TO DISTRIBUTE DISTRIBUTION OF VALUE ADDED Personnel and payroll charges Salaries Benefits Government Severance Indemnity Fund for Employees (FGTS) Taxes and contributions Federal State Municipal Remuneration of third parties' capital Interest (Note 27) Foreign exchange losses (Note 27) Rentals Copyright Other Remuneration of own capital Retained earnings Non-controlling interests - - (178) - TOTAL VALUE ADDED DISTRIBUTED
24 1. GENERAL INFORMATION NOTES TO THE QUARTERLY FINANCIAL INFORMATION FOR THE PERIOD ENDED MARCH 31, 2012 (All amounts in thousands of Reais unless otherwise stated) Abril Educação S.A. (the Company ) is a corporation headquartered in São Paulo, State of São Paulo. The Company and its subsidiaries (the Group") operate in the segment of primary and pre-university education, with the following business lines: Editoras Ática and Scipione book publishing houses and SER teaching system; Gráfica and Editora Anglo Anglo teaching system and pre-university entrance courses; PH Group basic teaching schools and pre-university entrance courses; ETB Group technical and professional teaching schools; Maxiprint Gráfica e Editora - Maxi teaching system; and Escola Satélite S.A. on-site courses. The Company s activities comprise the editing, printing, publication, advertising and sale, in the wholesale and retail markets, of books, textbooks and publications for basic education and pre-college admission courses, and it may also provide specialized training services for teachers and school managers, meetings, lectures and workshop activities related to education, as well as pedagogical activities of its basic and professional teaching courses through its own schools or teaching system. The issue of these Quarterly Financial Information was authorized by the Company s Board of Directors on May 9, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting practices adopted by the Company to prepare its interim financial information are the same adopted in the preparation of the audited financial statements for the year ended December 31, Basis of preparation The Quarterly Financial Information have been prepared on a historical cost basis, as modified by financial assets measured at fair value through the income for the year. The Quarterly Financial Information were based on uniform principles, methods and criteria in relation to those adopted at the end of the last fiscal year ended December 31, 2011 and, consequently, should be read together with the published annual financial statements. The interim financial statements included herein were prepared pursuant to technical pronouncement CPC 21 Interim Statement and presented accordingly to the rules issued by the Brazilian Securities and Exchange Commission CVM, applicable to the preparation of the Quarterly Financial Information. The preparation of the Quarterly Financial Information requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group s accounting policies. The areas involving a higher degree of judgment or complexity, or areas 7
25 where assumptions and estimates are significant to the Quarterly Financial Information are disclosed in Note 3. The actual results of the operations for the quarters do not necessarily represent an indication of the results expected for the fiscal year ending on December 31, (a) Consolidated Quarterly Financial Information The Company s interim financial information have been prepared and are being presented in accordance with the Brazilian Accounting Pronouncements Committee CPC 21 (R1) - Interim Statements, equivalent to the International Accounting Standards (IAS 34) Interim Financial Reporting. (b) Parent Company Financial Information 2.2 Consolidation The parent company s interim financial information have been prepared in accordance with the Brazilian Accounting Pronouncements Committee CPC 21 (R1) - Interim Statements, and are presented together with the consolidated interim financial information. In the parent company s individual interim financial information, subsidiaries are recorded based on the equity accounting method. The same adjustments are made in the parent company and consolidated financial information to reach the same profit or loss and equity attributable to the owners of the parent entity. In the case of Abril Educação S.A., the accounting practices adopted in Brazil applicable to the parent company s financial information, prepared in accordance with CPC 21, differ from IFRS applicable to separate financial information only in relation to the evaluation of investments in subsidiaries based on the equity accounting method, instead of cost or fair value in accordance with IAS 34. The consolidated and individual Quarterly Financial Information reflect the balances of assets, liabilities and shareholders equity on March 31, 2012 and December 31, 2011, and the operations for the quarters ended on March 31, 2012 and 2011 of the Parent Company and its subsidiaries. Subsidiaries The Company holds the control of an investment when presents, in addition to relevant interest, predominance in the resolutions of the entities activities, consolidating its control. The other interest investments which do not gather these conditions are called associated companies and accounted by the equity accounting method, proportional to its interest in the investee s capital. Transactions, balances and unrealized gains on transactions between Group s entities are eliminated. Unrealized losses are also eliminated, unless the transaction provides evidence of impairment of the asset transferred. The accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company. 8
26 2.3 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes the Company s strategic decisions. Additionally, the decision-makers can, if necessary, carry out analysis on more detailed information of the products, brands and other Group s divisions, which are not qualified as segments for disclosure. 2.4 Standards, amendments and interpretations to existing standards that are not yet effective The following new standards, amendments to and interpretations of existing standards were issued by the IASB but are not effective for The early adoption of these standards, although encouraged by IASB, has not been implemented in Brazil by the Brazilian Accounting Pronouncements Committee (CPC).. 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 It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. The Group has yet to assess the full impact of IFRS 9. The standard is applicable from January 1, IFRS 10, "Consolidated financial statements" builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The Group has yet to assess the full impact of IFRS 10. The standard is applicable from January 1, IFRS 11, "Joint arrangements" was issued in May The standard provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. The proportional consolidation method will no longer be permitted in joint ventures. The standard is applicable from January 1, IFRS 12, "Disclosures of interests in other entities" includes the disclosure requirements for all forms of interest in other entities, including joint arrangements, associations, special purpose vehicles and other off balance sheet vehicles. The Group has yet to assess the full impact of IFRS 12. The standard is applicable from January 1, IFRS 13, Fair value measurement was issued in May 2011, and aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The Group has yet to assess the full impact of IFRS 13. The standard is applicable as from January 1, There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group. 9
27 3. CRITICAL ACCOUNTING 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 Based on assumptions, the Company makes estimates concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. A complete list of the critical accounting estimates is presented on note 3.1 of the published annual financial statements. The main estimates for this quarter are presented below: (a) Estimated impairment of goodwill The Company tests annually whether goodwill and trademarks acquired have suffered any impairment, in accordance with its accounting policy. In this quarter, indicators resulting in the need of bringing forward the annual testing were not identified and, consequently, no provision of this nature was recorded. (b) Deferred taxes The Company recognizes deferred tax assets and liabilities based on the differences between the carrying amount in the quarterly financial information and the tax bases of assets and liabilities using current rates and considering the historical profit generated and the estimated future taxable profit, based on technical feasibility studies which support the recording and maintenance of these assets as per CVM Instruction 371/2002. In the quarter, no substantial differences in relation to studies and full projections made in view of the preparation of the published annual financial statements, were identified. (c) Contingencies The Company is a party to lawsuits and administrative proceedings. Provisions are made for all probable losses from this litigation. The evaluation of the likelihood of loss includes the assessment of available evidence, and the opinion of outside legal advisors. Management believes that these contingencies are properly presented in the Quarterly Financial Information. 4. FINANCIAL RISK MANAGEMENT 4.1 General considerations and policies The Company and its subsidiaries have a risk management policy, which provides guidelines on transactions and require the diversification of transactions and counterparties. According to this policy, the nature and general position of financial risks are monitored and managed on a regular basis to evaluate their results and their financial impact on cash flow. The credit limits of counterparties are also periodically reviewed. 10
28 4.2 Financial risk factors The activities of the Company and its subsidiaries expose them to several financial risks: market (including currency and interest rate), credit and liquidity risks. The Company's global risk management program is focused on the uncertainty of financial markets and seeks to minimize any possible adverse effects on its financial performance. In practice, the Corporate Treasury identifies and may contract financial instruments for the purposes of hedging the Company from interest and foreign exchange rates risks. (a) Market risk The Company is subject to market risks arising from its business activities. These market risks mainly involve the possibility of fluctuations in exchange rates and variations in interest rates. i) Exchange rate risk The Company has contracts with paper suppliers denominated in foreign currency. The risk related to these transactions arises from possible fluctuations in foreign exchange rates, which may increase the balance of this liability. As at March 31, 2012, the balance of these trade payables was of R$1,702 (R$7,287 on December 31, 2011). Due to the relatively low exposure, the Company does not have any hedge transactions for this type of risk. ii) Interest rate risk The Company has loans and financing 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 has not entered into derivative agreements to hedge against this type of risk as at March 31, 2012 and as at December 31, 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 loans and financing, the Company issued debentures not convertible into, nor exchangeable for, shares. This liability was contracted at an interest rate linked to CDI and the related risk arises from the possible increase in CDI rates. The market values of the instruments mentioned above do not differ significantly from the amounts recorded in the Quarterly Financial Information of March 31, 2012 and in the financial statements for the year ended December 31, (b) Credit risk Credit risk is managed on a centralized basis. The credit risk arises from cash and cash equivalents, including marketable securities with high liquidity and trade receivables. 11
29 The policy and credit risk were not changed in relation to the description included in the published annual statements. (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. Management monitors the Company's consolidated liquidity level, taking into consideration the expected cash flow, non-utilized credit lines and the cash and cash equivalents balances. The table below analyzes the Company s non-derivative financial liabilities, which are measured using the amortized cost method. The amounts disclosed in the table are the contractual undiscounted cash flows, and a column is included to reconcile the amounts to those recorded in the Company s balance sheet. Consolidated Less than one year Between 1 and 2 years Between 2 and 5 years Total Effect of discount Carrying amount As at March 31, 2012 Debentures (Note 16) (62.731) Loans and financing (Note 16) (16.604) Payable for acquisition of equity interests (Note 30) (77.738) Trade and other payables (Note 15) As at March 31, 2011 Debentures (Note 16) (73.223) Loans and financing (Note 16) (21.784) Payable for acquisition of equity interests (Note 30) (85.295) Trade and other payables (Note 15) CAPITAL MANAGEMENT The Company's objective when managing its capital is to ensure its continuity, offering a proper return to the stockholders and benefits to other stakeholders. The Company monitors capital on a consolidated basis through the financial leverage ratio, among others. On March 31, 2012, this ratio was 18% (22% in December 2011). 12
30 6. FINANCIAL INSTRUMENTS a) Identification and valuation of financial instruments The Company and its subsidiaries have various financial instruments, mainly cash and cash equivalents, marketable securities, trade receivables, trade payables and loans and financing, which are measured at amortized cost using the effective interest rate. Considering the terms and characteristics of these instruments, the carrying amounts approximate their fair values. In the quarter ended March 31, 2012, the Company did not made operations with derivative financial instruments. In compliance with CVM Resolution 550/08, the Company presented, in the annual published financial statements for December 31, 2011, a table which shows the sensitivity analysis of the risks associated with the Company s financial instruments that could impact the Company s income and equity. The initial scenario is considered the most probable over the next three months based on the evaluation of management together with external consultants. In addition to this, and in line with CVM Instruction 475/08 of December 17, 2008, two other scenarios were disclosed representing a 25% and 50% deterioration in the selected risks (Scenarios I and II). The scenarios projected for March 31, 2012 remain unchanged, and the current position of the financial instruments is presented below: At March 31, 2012 Gain (loss) Carrying amount Probable scenario Scenario I Scenario II Bank deposit certificates - CDBs (1.367) (1.753) (2.092) Total CDI assets (1.367) (1.753) (2.092) Payables for acquisition of equity interests ( ) Debentures ( ) Bank loans (iv) (33.694) Total CDI debt ( ) Net CDI exposure ( ) CDI rate - % p.a 9,80% 9,43% 9,12% 8,88% Rate variation -0,37% (i) -0,31% (ii) -0,24%(iii) (i) Variation of the probable scenario and the actual. (ii) Variation of the probable scenario and a deterioration of -0.37%. (iii) Variation of the probable scenario and a deterioration of -0.31%. (iv) Excludes the loan from BNDES (FINAME), subject to the long-term interest rate (TJLP), of R$ 24,516, for which the projections indicate no change from the current interest rates. 13
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