Abril Educação S.A. Quarterly Information (ITR) at June 30, 2011 and Report on Review of Quarterly Information

Transcription

1 Abril Educação S.A. Quarterly Information (ITR) at June 30, 2011 and Report on Review of Quarterly Information

2 Contents Company Information Capital composition 1 Parent Company Financial Statements Balance Sheet - Assets 2 Balance Sheet - Liabilities and Shareholders Equity 3 Statement of Income 4 Statement of Cash Flows 5 Statement of Changes in Shareholders Equity 1/1/2011 to 6/30/ Statement of Value Added 7 Consolidated Financial Statements Balance Sheet - Assets 8 Balance Sheet - Liabilities and Shareholders Equity 9 Statement of Income 10 Statement of Cash Flows 11 Statement of Changes in Shareholders Equity 1/1/2011 to 6/30/ Statement of Value Added 13 Management Report / Comments on Company Performance Reports and Statements Report on Special Review 73 74

3 Company information/capital composition Number of shares Current quarter (thousand) 6/30/2011 Paid-up capital Common shares 105,647,572 Preferred shares 65,153,374 Total 170,800,946 Treasury shares Common shares 0 Preferred shares 0 Total 0 1 of 74

4 Parent Company Financial Statements / Balance Sheet - Assets (R$ thousand) 1 - Code 2 Description Current quarter 6/30/2011 Prior year 12/31/ Total assets 585, , Current assets 57, , Cash and cash equivalents 47, , Trade receivables 6,271 4, Customers 1, Other receivables 4,420 4, Dividends receivable 4,420 4, Taxes recoverable 3,205 1, Current taxes recoverable 3,205 1, Prepaid expenses Non-current assets 527, , Long-term receivables 197,874 75, Deferred taxes 7,274 3, Deferred income tax and social contribution 7,274 3, Receivables from related parties 190,600 72, Receivables from other related parties 190,600 72, Investments 329, , Equity interests 329, , Investments in subsidiaries 329, , Property, plant and equipment Property, plant and equipment in service of 74

5 Parent Company Financial Statements / Balance Sheet - Liabilities and Shareholders Equity (R$ thousand) 1 - Code 2 Description Current quarter 6/30/2011 Prior year 12/31/ Total liabilities and shareholders equity 585, , Current liabilities 3,865 5, Salaries and social charges 2, Salaries 2, Trade payables 1, Domestic suppliers 1, Taxes and contributions payable Federal taxes and contributions payable Income tax and social contribution payable Other payables 16 3, Other 16 3, Mandatory minimum dividend payable 0 3, Other payables Non-current Liabilities 4,631 4, Deferred taxes 4,631 4, Deferred income tax and social contribution 4,631 4, Shareholders equity 577, , Share capital 370, , Capital reserves 149, , Options granted 7, Capital reserve 141, , Revenue reserves 51,555 51, Legal reserve 5,512 5, Profit retention reserve 46, Reserve for investments 0 46, Retained earnings/accumulated deficit 5,803 10,272 3 of 74

6 Parent Company Financial Statements / Statement of Income (R$ thousand, except for earnings per share) 1 Code 2 Description Current quarter 4/1/2011 to 6/30/2011 Accumulated - current year 1/1/2011 to 6/30/2011 Same Quarter of prior year 4/1/2010 to 6/30/2010 Accumulated - prior year 1/1/ 2010 to 6/30/ Operating expenses/income -43,299-5,364-20,599 3, Selling expenses General and administrative expenses -13,957-16, Other operating expenses , Other expenses , Equity earnings from subsidiaries -29,339 11,364-20,468 5, Profit before financial results and taxes -43,299-5,364-20,599 3, Financial results 2,024 7, Financial income 2,024 7, Profit before taxes on income -41,275 2,123-20,599 3, Income tax and social contribution 4,235 3, Current Deferred 3,680 3, Net revenue from continuing operations -37,040 5,803-20,599 3, Net income (loss) for the period -37,040 5,803-20,599 3, Earnings per share - (Reais / share) Basic earnings per share Common shares Diluted earnings per share Common shares of 74

7 Parent Company Financial Statements / Statement of Cash Flows - Indirect Method (R$ thousand) 1 - Code 2 Description Accumulated - current year 1/1/2011 to 6/30/2011 Accumulated - prior year 1/1/2010 to 6/30/ Net cash generated from operating activities -4, Cash generated from operations -1, Net income for the period 5,803 3, Equity earnings from subsidiaries -11,364-5, Realization of deferred income tax -3, Interest and foreign exchange gains/losses, net Losses on investments 0 1, Stock options 7, Changes in assets and liabilities -2, Trade receivables -1, Taxes recoverable -1, Advances and prepaid expenses Trade and other payables 1, Taxes and contributions payable Other Income tax and social contribution paid Net cash (used in) generated from investing activities -118, Purchases of property, plant and equipment Corporate reorganization Loans granted to related parties -182, Loans received from related parties 62, Interest received 1, Net cash used in financing activities 11, Capital increase 25, Dividends paid -13, Increase (decrease) in cash and cash equivalents -111, Cash and cash equivalents at the beginning of the period 158, Cash and cash equivalents at the end of the period 47, of 74

8 Parent Company Financial Statements / Statement of Changes in Shareholders Equity - 1/1/2011 to 6/30/2011 (R$ thousand) 1 - Code 2 Description Paid-up capital Capital reserves, options granted and treasury shares Revenue reserves Retained earnings/ accumulated deficit Other comprehensive income Sharehold ers Equity 5.01 Opening balances 345, ,482 51,555 10, , Adjusted opening balances 345, ,482 51,555 10, , Capital transactions with stockholders 25,022 7, , , Capital increases 25, , Recognized stock options granted 0 7, , Dividends , , Total comprehensive income , , Net income for the period , , Closing balances 370, ,318 51,555 5, ,096 6 of 74

9 Parent Company Financial Statements / Statement of Value Added (R$ thousand) 1 - Code 2 Description Accumulated - current year 1/1/2011 to 6/30/2011 Accumulated - prior year 1/1/2010 to 6/30/ Inputs acquired from third parties -4,242-1, Materials, energy, outsourced services and other -4,242-1, Gross value added -4,242-1, Net value added generated -4,242-1, Value added received through transfer 18,851 5, Equity earnings from subsidiaries 11,364 5, Financial results 7, Total value added to distribute 14,609 3, Distribution of value added 14,609 3, Personnel and payroll charges 10, Salaries 10, Benefits Government Severance Indemnity Fund for Employees (FGTS) Taxes and contributions -1, Federal -1, Municipal Remuneration of third parties' capital Rentals Remuneration of own capital 5,803 3, Net income for the period 5,803 3,823 7 of 74

10 Consolidated Financial Statements / Balance Sheet - Assets (R$ thousand) 1 - Code 2 Description Current quarter 6/30/2011 Prior year 12/31/ Total assets 1,461,608 1,340, Current assets 481, , Cash and cash equivalents 192, , Trade receivables 41, , Customers 41, , Inventories 195, , Taxes recoverable 44,045 28, Current taxes recoverable 44,045 28, Prepaid expenses 1,931 2, Other current assets 5,923 2, Other 5,923 2, Non-current assets 980, , Long-term receivables 22,938 30, Deferred taxes 13,005 22, Deferred income tax and social contribution 13,005 22, Prepaid expenses 963 1, Other non-current assets 8,970 7, Taxes recoverable 4,092 4, Judicial deposits 4,314 3, Other Property, plant and equipment 59,910 58, Property, plant and equipment in service 59,910 58, Intangible assets 897, , Intangible assets 496, , Trademarks and patents 198, , Portfolio of customers 264, , Other 34,252 35, Goodwill on acquisition 400, , Goodwill 400, ,800 8 of 74

11 Consolidated Financial Statements / Balance Sheet - Liabilities and Shareholders Equity (R$ thousand) 1 - Code 2 Description Current quarter 6/30/2011 Prior year 12/31/ Total liabilities and shareholders equity 1,461,608 1,340, Current liabilities 231, , Salaries and social charges 43,317 42, Salaries 43,317 42, Trade payables 48,458 35, Domestic suppliers 40,489 33, Foreign suppliers 7,969 1, Taxes and contributions payable 16,219 13, Federal taxes and contributions payable 16,219 13, Income tax and social contribution payable 12,519 11, Taxes and contributions payable 3,700 2, Loans and financing 19,648 17, Loans and financing 13,012 11, In local currency 13,012 11, Debentures 6,636 6, Other payables 103,609 92, Other 103,609 92, Mandatory minimum dividend payable 0 3, Payables for acquisition of equity interests 85,176 65, Other payables 18,433 23, Non-current Liabilities 653, , Loans and financing 359, , Loans and financing 94, , In local currency 94, , Debentures 264, , Other payables 275, , Other 275, , Taxes and contributions payable 10,992 10, Payables for acquisition of equity interests 263, , Other payables Deferred taxes 5,149 4, Deferred income tax and social contribution 5,149 4, Provisions 13,273 12, Provisions for tax, social security, labor and civil contingencies 13,273 12, Provisions for tax contingencies 4,573 8, Provisions for social security and labor contingencies 6,686 2, Provisions for civil contingencies 2,014 1, Consolidated shareholders equity 577, , Share capital 370, , Capital reserves 149, , Options granted 7, Capital reserve 141, , Revenue reserves 51,555 51, Legal reserve 5,512 5, Profit retention reserve 46, Profit retention 0 46, Retained earnings/accumulated deficit 5,803 10, Non-controlling interests of 74

12 Consolidated Financial Statements / Statement of Income (R$ thousand, except for earnings per share) 1 - Code 2 Description Current quarter Accumulated - current year Same quarter of prior year Accumulated - prior year 4/1/2011 to 6/30/2011 1/1/2011 to 6/30/2011 4/1/2010 to 6/30/2010 1/1/2010 to 6/30/ Net sales and services revenue 80, ,818 16, , Cost of sales and/or services -35,377-95,393-21,211-57, Gross profit 44, ,425-4,390 64, Operating expenses/income -68, ,289-29,468-68, Selling expenses -33,794-81,806-20,362-51, General and administrative expenses -35,278-54,730-9,147-16, Other operating income 1,055 1, Other income 1,055 1, Other operating expenses Other expenses Profit before financial results and taxes -23,497 53,136-33,858-3, Financial results -18,524-30, Financial income 6,167 14,250 3,579 6, Financial expenses -24,691-45,093-2,758-5, Profit before taxes on income -42,021 22,293-33,037-3, Income tax and social contribution 4,815-16,655 12,438 7, Current 10,058-7,036 6, Deferred -5,243-9,619 5,884 6, Net revenue from continuing operations -37,206 5,638-20,599 3, Consolidated net income (loss) for the period -37,206 5,638-20,599 3, Attributable to shareholders of the parent -37,041 5,803-20,599 3, Attributable to non-controlling interests Earnings per share - (Reais / share) Basic earnings per share Common shares Diluted earnings per share Common shares of 74

13 Consolidated Financial Statements / Statement of Cash Flows - Indirect Method (R$ thousand) 1 Code 2 Description Accumulated - current year 1/1/2011 to 6/30/2011 Accumulated - prior year 1/1/2010 to 6/30/ Net cash generated from operating activities 132,260 39, Cash generated from operations 81,634 2, Net income for the period 5,638 3, Depreciation and amortization 14,820 1, Provision for contingencies 3, Realization of deferred income tax 9,620-6, Provision for impairment of trade receivables Interest and foreign exchange gains/losses, net 39,696 2, Losses on investments 0 1, Share options 7, Changes in assets and liabilities 92,113 38, Trade receivables 130, , Inventories -31,699-24, Taxes recoverable -3,324 1, Advances and prepaid expenses -2,302-1, Judicial deposits , Trade and other payables -1,488-30, Taxes and contributions payable 520-1, Provision for contingencies -6, Income tax and social contribution payable 7,306-5, Other -41,487-1, Interest payable -24, Income tax and social contribution paid -16,987-1, Net cash (used in) generated from investing activities -158,257 73, Purchases of property, plant and equipment -2, Purchases of intangible assets Corporate reorganization Loans granted to related parties -84, Loans received from related parties 83,943 54, Interest received 1,946 21, Acquisition of subsidiary, net of cash acquired -156, Net cash used in financing activities 7,267-5, Repayment of loans and financing -3,859-5, Payment of PAES and taxes in installments Capital increase 25, Dividends paid -13, Increase (decrease) in cash and cash equivalents -18, , Cash and cash equivalents at the beginning of the period 211,170 17, Cash and cash equivalents at the end of the period 192, , of 74

14 Consolidated Financial Statements / Statement of Changes in Shareholders Equity - 1/1/2011 to 6/30/2011 (R$ thousand) 1 - Code 2 Description Paid-up capital Capital reserves, options granted and treasury shares Revenue reserves Retained earnings/ accumulated deficit Other comprehensive income Sharehold ers equity Noncontrolling interests Consolidated shareholders equity 5.01 Opening balances 345, ,482 51,555 10, , , Adjusted opening balances 345, ,482 51,555 10, , , Capital transactions with stockholders 25,022 7, , , , Capital increases 25, , , Recognized options granted 0 7, , , Dividends , , , Non-controlling interests Total comprehensive income , , , Net income (loss) for the period , , , Closing balances 370, ,318 51,555 5, , , of 74

15 Consolidated Financial Statements / Statement of Value Added (R$ thousand) 1 - Code 2 Description Accumulated - current year 1/1/2011 to 6/30/2011 Accumulated - prior year 1/1/2010 to 6/30/ Revenue 290, , Gross sales and services revenue 289, , Other revenue 1, Provision (reversal) for impairment of trade receivables Inputs acquired from third parties -119,050-95, Cost of sales and services -68,216-53, Materials, energy, outsourced services and other -50,686-41, Other Raw materials consumed Gross value added 171,398 26, Retentions -14,820-1, Depreciation, amortization and depletion -14,820-1, Net value added generated 156,578 25, Value added received through transfer 14,250 6, Financial income 14,250 6, Total value added to distribute 170,828 31, Distribution of value added 170,828 31, Personnel and payroll charges 56,867 18, Salaries 47,122 13, Benefits 5,911 3, Government Severance Indemnity Fund for Employees (FGTS) 3,834 1, Taxes and contributions 37,073-2, Federal 34,183-2, State Municipal 2, Remuneration of third parties' capital 71,250 11, Interest 45,272 5, Rentals 4,907 2, Other 21,071 3, Exchange loss Other 21,250 3, Remuneration of own capital 5,638 3, Net income for the period 5,803 3, Non-controlling interests in retained earnings of 74

16 Management Report / Comments on Company Performance Message from Management Abril Educação closed the second quarter of 2011, having achieved several important advances in the development and execution of its growth and diversification strategy. All our business lines, without exception, recorded revenue growth and improved profitability, thanks to our focus on organic growth, the integration of the acquired companies and the implementation of synergies. In consolidated terms, net revenue increased by 376% over 2Q10, while EBITDA moved up by 50%. In the first six months, net revenue and EBITDA climbed by 132% and 646%, respectively, over the same period last year Net Revenue Evolution (R$mm) Abril Educação Q 2Q 1H of 74

17 Management Report / Comments on Company Performance EBITDA Evolution (R$mm) Abril Educação Q 2Q 1H In line with our strategy of becoming the most important provider of primary and secondary education content, methodologies, technologies and services for public and private schools in order to improve teaching quality and ensure the proper qualification of their students, we have been acquiring high-quality assets to add to our portfolio. In April 2011, we acquired the ph schools and courses in Rio de Janeiro and Escolas Técnicas do Brasil (ETB) in São Paulo. The ph network brought three important strategic benefits. Firstly, we acquired more traditional teaching content, developed by the group s own teaching staff, and used by their students with excellent results, to complement the constructivist approach of our Anglo and SER learning systems. We now have a more comprehensive portfolio of methodologies to meet the individual teaching preferences of each schools. The ph acquisition will also give us a platform where we can apply our new technologies and services and receive first-hand feedback from teachers, coordinators and students so we can implement any necessary improvements before their transfer to our other associated schools, making the ph schools a center of innovation. Finally, we acquired a well-known and highlyrespected brand that will speed up the growth of our learning systems in the state of Rio de Janeiro, the country s second-largest market by number of students in private schools. The acquisition of ETB will allow us to develop a technical learning system and methodologies for use in thousands of private technical schools throughout the country, as well as our Anglo and SER associated schools who wish to offer their students a wider range of choices, thereby making productive use of any idle capacity in their institutions. The acquisition of Anglo, concluded in July 2010, and the recent acquisitions of ph and ETB will ensure more diversified revenue streams. It will also allow us to deseasonalize revenue, which was hitherto concentrated in the first and last quarters of the year, when most text books are sold. 15 of 74

18 Management Report / Comments on Company Performance Although text book sales will continue to record healthy growth, their share of overall revenue and income will naturally decline over time. 14,8 19% Net Revenue - 2Q11 R$ mm 5,5 7% 3,9 23% Net Revenue - 2Q10 R$ mm 0,9 1% 43,4 54% 15,5 19% 13,0 77% Anglo Publishers ETB PH SER Publishers SER 0,9 0% 14,8 5% Net Revenue - 1H11 R$ mm 18,3 7% 90,6 32% Net Revenue - 1H10 R$ mm 10,6 9% 159,3 56% Anglo Publishers ETB PH SER Publishers SER 111,6 91% The second quarter of 2011 also marked the first year following the acquisition of the Anglo learning system and preparatory courses in São Paulo. This important acquisition is now fully integrated into the Company and the initial results are extremely encouraging. We also concluded the implementation of Abril Educação s Oracle management systems. In addition we successfully retained 100% of Anglo s clients and its team. In fact, many of Anglo s leaders were given extra responsibilities in those areas where we encountered practices that were better than our existing SER procedures, in order to permit their implementation in all our learning systems. In regard to synergies, we negotiated a reduction in costs associated with authors royalties, paper purchases and the hiring of printing services, thereby boosting the profitability of both systems. In the commercial area, we implemented a single sales force for the SER and Anglo systems and a hitherto inexistent sales force focusing solely on public schools. After the close of the quarter, we made further important advances on three fronts. Firstly, we acquired a minority interest (5.9%) in the Seattle-based Livemocha Inc., one of the world s biggest distance language learning company, with a web-based technological platform that operates along the same lines as the social networks. In 2010, Livemocha was elected one of the five best education websites by Time Magazine in Of its 10 million registered users, around 2.5 million are registered in Brazil. By the end of the year we will finalize the details of a partnership agreement through which we will become Livemocha s exclusive representative in Brazil. 16 of 74

19 Management Report / Comments on Company Performance We also successfully concluded our IPO on the BMF&Bovespa Stock Exchange, raising the net total of R$351.2 million through a primary offering. The proceeds will give additional momentum to our growth project and will be used to acquire new companies, reduce debt and improve and expand our schools and installations. Finally, August 8 saw the publication of the results of the 2012 National Textbook Program and the replacement of books from previous annual programs, in which Abril Educação s Ática and Scipione publishing houses recorded their best ever result, with a volume 50% higher than the second-placed company. We will be concentrating our efforts in the next few months on producing this record volume of books in order to conclude delivery by the end of the year. We are confident that our strategy of focusing on the provision of educational solutions for primary and secondary schools through a comprehensive platform of high-quality products, services and technologies is the right one, and that we will carry it out efficiently and effectively while creating value for our shareholders. Below are our comments on Abril Educação s consolidated operating and financial performance, followed by a detailed analysis of the performance of each of our business lines. Based on the advice of our consultants and on the results of conversations with the competent regulatory bodies, we are presenting our results in accordance to corporate law only, with no allusion to any pro-forma figures. 17 of 74

20 Management Report / Comments on Company Performance ABRIL EDUCAÇÃO CONSOLIDATED RESULTS The Company acquired Anglo s learning systems and preparatory courses in July 2010, followed by ph s schools and preparatory course and Escolas Técnicas do Brasil (ETB) in April 2011, all of whose operations were recognized in the Company s consolidated financial statements as of these dates. Consequently, their results were only apparent in the first and second quarters of 2011, not having been recognized in the corresponding periods in Our comments on the main aspects of the Company s consolidated results follow below. 2nd Quarter Income Statement Abril Educação (R$mm) 2Q11 2Q10 % Chg. Net revenue % (-) COGS (35.4) (21.2) 67% (=)Gross profit (loss) 44.6 (4.4) n/a (-) Selling, general and administrative expenses (68.1) (29.5) 131% (=) Operating income (loss) (23.5) (33.9) 31% (-) Financial result (18.5) 0.8 n/a (=) Income (loss) before Income and Social Contribution Taxe (42.0) (33.0) -27% (-)Income and Social Contribution Taxes % (=) Net income (loss) (37.2) (20.6) -81% (=)Operating income (loss) (23.5) (33.9) 31% (+) Depreciation and amortization n/a (+) Amortization of editorial investment % (=) EBITDA (14.2) (28.5) 50% Margin (%) -18% -170% 152 p.p (+) Non-recurring items % Commissions / fees from the acquisition of Anglo/pH/ETB n/a Non-recurring commercial projects n/a (=) Adjusted EBITDA (12.0) (27.2) 56% Margin (%) -15% -162% 147 p.p The initial diversification of Abril Educação s activities following the incorporation of Anglo, ph and ETB, helped attenuate the pronounced revenue seasonality of our publishers, Ática and Scipione, who traditionally only record positive results in the first and last quarters of the year, when respective textbook sales to private and public schools are concentrated. The substantial improvement in gross profit resulting from this business diversification was partially offset by SG&A expenses with no cash impact and higher financial expenses arising from the debt associated with the acquisitions. Abril Educação recorded consolidated net revenue of R$80.0 million in 2Q11, R$63.2 million more than the R$16.8 million recorded in the same period last year, thank to higher revenue from: (i) Grupo Anglo (R$43.4 million), (ii) 18 of 74

21 Management Report / Comments on Company Performance Grupo ph (R$14.8 million), (iii) Editora Ática and Editora Scipione (R$2.5 million), (iv) SER (R$1.6 million) and (v) ETB (R$0.9 million). Consolidated gross profit increased from a negative R$4.4 million, in 2Q10, to a positive R$44.6 million, fueled by the improved profitability of the Ática and Scipione publishers and the SER learning system and the incorporation of the consolidated revenues of Anglo and ph, whose gross margins stood at 72% and 62%, respectively. SG&A expenses totaled R$68.1 million, R$38.7 million up on 2Q10, due to the following factors: (i) recognition of the acquired companies expenses (R$16.2 million), which did not occur in 2Q10; (ii) higher expenses from the Ática and Scipione publishers and the SER learning system (R$3.0 million), although lower than their net revenue upturn thanks to the dilution of fixed costs; (iii) recognition of the granting of stock options to management, with no cash impact (R$7.8 million); (iv) the amortization of the surplus value of intangible assets, with no cash disbursement (R$5.8 million); and (v) expenses associated with the new Abril Educação corporate center, established in June 2010 to run the holding company s various business units (R$5.1 million), and activities associated with the acquisitions (R$ 0.8 million, non-recurring). As a result, the Company reduced its second-quarter operating loss by R$10.4 million, from R$33.9 million, in 2Q10, to R$ 23.5 million, impacted by increased revenue from the most profitable businesses and the evolution in SG&A expenses mentioned above. The operating income improvement also led to a R$23.0 million period reduction in cash disbursements, excluding non-recurring items. Second-quarter net income was negatively impacted by the net financial result, which fell from a positive R$0.8 million, in 2Q10, to an expense of R$18.5 million. Financial expenses moved up due to the debt taken out to partially finance the acquisitions. As a result of all the above, the Company posted a 2Q11 net loss of R$37.2 million, versus a loss of R$20.6 million in 2Q10. Operating cash flow measured by EBITDA adjusted for non-recurring items (R$2.1 million) was a negative R$12.0 million, a R$15.2 million improvement over the same period last year. 19 of 74

22 Management Report / Comments on Company Performance 1st Half Income Statement Abril Educação (R$mm) 1H11 1H10 % Chg. Net revenue % (-) COGS (95.4) (57.8) 65% (=)Gross profit (loss) % Margin (%) 66% 53% 13 p.p (-) Selling, general and administrative expenses (135.3) (68.4) 98% (=) Operating income (loss) 53.1 (3.9) n/a Margin (%) 19% -3% 22 p.p (-) Financial result (30.8) 0.7 n/a (=) Income (loss) before Income and Social Contribution Taxe 22.3 (3.2) n/a Margin (%) 8% -3% 11 p.p (-)Income and Social Contribution Taxes (16.7) % (=) Net income (loss) % Margin (%) 2% 3% -1 p.p (=)Operating income (loss) 53.1 (3.9) n/a (+) Depreciation and amortization n/a (+) Amortization of editorial investment % (=) EBITDA % Margin (%) 29% 9% 20 p.p (+) Non-recurring items % Commissions / fees from the acquisition of Anglo/pH/ETB n/a Non-recurring commercial projects n/a (=) Adjusted EBITDA % Margin (%) 31% 12% 19 p.p In the first half of 2011, consolidated net revenue totaled R$283.8 million, more than double the R$122.2 million reported in the first six months of last year. The R$ million improvement was due to revenue contributions from the following business lines: (i) Grupo Anglo (R$90.6 million), (ii) Editora Ática and Editora Scipione (R$47.7 million), (iii) Grupo ph (R$14.8 million), (iv) SER (R$7.7 million) and (v) ETB (R$0.9 million). Consolidated gross profit came to R$188.4 million, R$124.0 million up on the first half of 2010, thanks to the improved profitability of the Ática and Scipione publishing houses, and SER, which recorded 1H11 gross margins of 65% and 47%, respectively, as well as the incorporation of the revenues of Anglo and ph, whose respective gross margins stood at 73% and 62%. SG&A expenses totaled R$135.3 million, R$66.9 million more than in 1H10, due to the following factors: (i) recognition of the acquired companies expenses (R$24.8 million), which did not occur in the same period last year; (ii) higher expenses from Editora Ática and Editora Scipione and the SER learning system (R$15.4 million), although 20 of 74

23 Management Report / Comments on Company Performance this was lower than their net revenue upturn thanks to the dilution of fixed costs; (iii) recognition of the granting of stock options to management, with no cash impact (R$7.9 million); (iv) the amortization of the surplus value of intangible assets, with no cash disbursement (R$11.3 million); and (v) an increase in the holding company s expenses (R$7.5 million) arising from the new structure and activities associated with the acquisitions (R$0.3 million, non-recurring). As a result, the Company reversed its 1H10 operating loss of R$3.9 million and recorded operating income of R$53.1 million, impacted by the healthier consolidated gross margin, which widened from 53% to 66% and SG&A expenses evolution mentioned above. First-half net income was negatively impacted by the net financial result, which fell from a positive R$0.7 million to an expense of R$30.8 million. Financial expenses increased due to the debt taken out to partially finance the acquisitions. As a result of all the above, net income increased from R$3.8 million, in 1H10, to R$5.6 million. Operating cash flow measured by EBITDA adjusted for non-recurring items (R$3.3 million) totaled R$86.9 million, a R$72.7 million improvement over the same period last year, while the adjusted EBITDA margin widened from 12% to 31% in the same period. Consolidated Investments Based on its statement of cash flow, Abril Educação s consolidated investments in the six months of 2011 were related to: (i) the acquisition of Grupo ph and ETB, net of acquired cash, in the amount of R$156.9 million; and (ii) the purchase of fixed assets (vehicles and computer equipment) and intangible assets (computer systems and software) totaling R$2.8 million. These acquisitions are part of the Company s strategy to diversify into business lines with high growth and profitability potential. Investments in fixed and intangible assets in the first half of 2010, which did not include the operations of Grupo Anglo, Grupo ph and ETB, totaled R$1.7 million. Editorial investments came to R$19 million, virtually identical to the 1H10 figure, most of which went to Editora Ática and Editora Scipione in connection with the launch of the new Ápis collection next October and the development of a new project involving collective authorship works, which will generate substantial royalty savings in the future. Consolidated Accounts Receivable Given the characteristics of Abril Educação s businesses and the profile of its clients, client default is low. In the first half of 2011, provisions for doubtful accounts recognized in the result came to only R$0.2 million, equivalent to just 0.08% of period net revenue. In the learning system division, sales are directed towards client schools and the material is delivered on a quarterly basis. If a school should default, subsequent deliveries are suspended, creating a difficult situation for the school before parents and students, motivating timely payments by the school. Clients of the pre-university schools and courses normally belong to the A/B income group due to the high price of tuition. The families of such students have in general a history of prompt payments. 21 of 74

24 Management Report / Comments on Company Performance Publishers sales are directed towards the public and private markets. The federal government always pays on time. The private market comprises: (i) dedicated distributors, who have virtually no history of default; and (ii) book stores and schools, which are subject to strict credit management procedures. Financial Situation Consolidated net debt closed the first half of 2011 at R$535.2 million, equivalent to gross debt of R$727.6 million less cash and cash equivalents of R$192.4 million. All debt is in local currency and 86% of the total is long-term. On the same date, shareholders equity stood at R$577.1 million. Management believes that the inflow of funds from the IPO held last July has provided the Company with sufficient financial flexibility to implement its development plan. EDITORA ÁTICA AND EDITORA SCIPIONE (PUBLISHERS) Results 2nd Quarter The textbook publishing business is subject to strong seasonality, with sales peaking in the first and last quarters. Sales to private schools are normally concluded at the outset of the year, before the beginning of the school year in February or March, while sales to public schools typically occur in the final quarter, after the government completes its purchases, which are generally defined in the third quarter. Government acquisitions are normally billed earlier due to the immense logistics operation required to ensure deliveries to the enormous nationwide public school network. Private school book distributors also begin their purchases in the fourth quarter, making it the most important of the year for the publishers. 22 of 74

25 Management Report / Comments on Company Performance The graph below shows book revenue per quarter in 2010 and 2011 to date: Net Revenue Evolution (R$mm) Publishers st Quarter 2nd Quarter 3rd Quarter 4th Quarter In the second quarter of 2011, Editora Ática and Editora Scipione continued to record an improved performance, with net revenue, operating income and EBITDA moving up by 20%, 14% and 7.7%, respectively, over the same period last year. Income Statement (R$mm) (*) Note: the above net revenue does not include revenue from the SER learning system. 2Q11 2Q10 % Chg. Net revenue % (-) COGS (14.6) (19.1) -24% (=)Gross profit (loss) 0.9 (6.2) n/a (-) Selling, general and administrative expenses (28.8) (26.2) 10% (=) Operating income (loss) (27.9) (32.4) 14% (+) Depreciation and amortization % (+) Amortization of editorial investment % (=) EBITDA (25.1) (27.2) 7.7% The increase in revenue was entirely due to the substantial upturn in sales to the government, as explained subsequently, given that sales to the private market recorded a decline due to the implementation of a new sales policy in 2011, allowing the Company to advance billings to the first quarter, thereby improving working capital. The 23 of 74

26 Management Report / Comments on Company Performance significant change in the public/private market sales mix between the two periods explains why revenue growth outpaced that of EBITDA. The cost of goods sold (COGS) fell by 24% over 2Q11, due to: Improved production planning; The distribution of free books for teacher assessment over the course of six months in 2011, unlike in 2010, when this process was concentrated in the second quarter; The write-off of publishing costs from books that were not approved by the National Textbook Program, which was recognized in the first quarter in 2011 and the second quarter in As a result Editora Ática and Editora Scipione recorded 2Q10 gross profit of R$0.9 million, R$7.1 up on the same period last year. SG&A expenses totaled R$28.8 million, 10% more than in 2Q10, fueled by contractual and salary adjustments, as well as operating and selling costs that varied in line with revenue. Consequently, second-quarter EBITDA was a negative R$25.1 million, a R$2.1 million improvement over 2Q10. 1st Half Given the cost-and-revenue mismatch between the first two quarters of 2011 and the corresponding quarters last year, we believe the publishers performance in the first half gives the most accurate comparative picture so far between the two years. First-half revenue and EBITDA increased by 43% and 219%, respectively, over the first six months of Income Statement 2Q11 2Q10 % Chg. Net revenue % (-) COGS (55.0) (51.0) 8% (=)Gross profit (loss) % Gross margin (%) 65% 54% 11 p.p (-) Selling, general and administrative expenses (74.5) (60.7) 23% (=) Operating income (loss) 29.8 (0.1) n/a Margin (%) 19% 0% 19 p.p (+) Depreciation and amortization % (+) Amortization of editorial investment % (=) EBITDA % Margin (%) 29% 13% 16 p.p (*) Note: the above net revenue does not include revenue from the SER learning system. 24 of 74

27 Management Report / Comments on Company Performance COGS increased by only 8%, substantially less than the 43% revenue upturn, thanks to: Lower paper and printing costs thanks to higher sales volume and more advantageous negotiations with local suppliers; and Improved production planning. As a result, gross profit came to R$104.2 million, 72% more than in 1H10, while the gross margin widened by 11 p.p. to 65%. SG&A expenses totaled R$74.5 million, 23% up on 1H10, fueled by contractual and salary adjustments, as well as operating and selling costs that varied in line with revenue. Around 70% of these expenses are fixed, becoming diluted as net revenue increases. As a result of all these factors, Editora Ática and Editora Scipione posted 1H11 operating income of R$ 29.8 million, R$29.9 million more than in 1H10, with a margin of 19%. First-half EBITDA totaled R$46.5 million, a R$31.9 million improvement over the first six months of the previous year, with an EBITDA margin of 29%, up by 16 p.p. 25 of 74

28 Management Report / Comments on Company Performance Comments on operating and commercial performance Sales Volume ( 000 units) 2Q11 2Q10 % Chg. 1H11 1H10 % Chg. Public Market 1, % 6,833 2, % Private Market % 4,140 3,762 10% Total 2, % 10,973 6,065 81% Net revenue (R$ mm) 2Q11 2Q10 % Chg. 1H11 1H10 % Chg. Public Market % % Private Market % % Total % % Public Market 2nd Quarter Sales volume and revenue both increased substantially, driven by three programs: Amendment to the National Textbook Program (PNLD 2011): net revenue of R$4.7 million, from the sale of approximately one million books; Young Adult Education (EJA): a program in its first year, which generated total net revenue of R$6.2 million, R$3.8 million of which in the second quarter. The program follows a three-year cycle and all books will be replaced; and Educational Development Foundation (FDE): spot purchases of the book Os Bandeirantes by FDE-SP, as a teaching aid for schools in the state of São Paulo, generating R$2.3 million; Revenue growth outpaced the increase in sales volume since the average price of the books acquired by the above programs was higher than in the same period last year. 1st Half Year-to-date revenue from the public market did exceptionally well, chiefly due to the Company s excellent performance in the PNLD and EJA programs. Net revenue 1H11 (R$mm) 1H11 1H10 % Cgh. PNLD % PNLD 2011 Amendment n/a PNBE (National Program for School Libraries) % EJA % FDE n/a Total % 26 of 74

29 Management Report / Comments on Company Performance Private Market 2nd Quarter The number of books sold on the private market totaled 469,000 units, 35% down on 2Q10, generating net revenue of R$4.8 million, down by 61%. The decline in revenue was the result of changes in the way sales are made to private schools. Up to 2010, books were delivered on consignment with final settlement in the second quarter. In 2011, sales were finalized in the first quarter, with the right to return in the second three months, generating a migration of revenue from the second to the first quarter in st Half The number of books sold on the private market totaled 4,140,000, 10% up on the first half of 2010, due to the Company s new commercial and marketing efforts in Net revenue came to R$114.5 million, 15% more than in 1H10, fueled by an increase in the average price of books sold. SER Learning System Results 2nd Quarter In the second quarter of 2011, SER recorded net revenue and operating income growth of 41% and 78%, respectively, over 2Q10. Income Statement (R$mm) 2Q11 2Q10 % Chg. Net revenue % (-) COGS (2.3) (2.1) 12% (=)Gross profit (loss) % Gross margin (%) 58% 46% 12 p.p. (-) Selling, general and administrative expenses (3.4) (3.1) 11% (=) Operating income (loss) (0.3) (1.3) 78% Margin (%) -5% -33% 28 p.p. (+) Depreciation and amortization n/a (+) Amortization of editorial investment % (=) EBITDA 0.0 (1.2) n/a Margin (%) 0% -31% 31 p.p. 27 of 74

30 Management Report / Comments on Company Performance The SER Learning System was launched in 2008 and the number of students using it has grown rapidly and consistently ever since. Sales have focused on private schools, a market that suffers from slight seasonality, with a concentration of sales in the first quarter, immediately before the beginning of the school year. The graph below shows SER s revenue per quarter in 2010 and 2011 to date. SER s revenue is recognized by Editora Ática Net Revenue Evolution (R$mm) SER st Quarter 2nd Quarter 3rd Quarter 4th Quarter COGS moved up by 12%, less than revenue growth due to the hefty reduction in printing costs thanks to increased scale. As a result, gross profit totaled R$3.2 million, a R$1.4 million improvement over the same period last year. Thanks to gains from synergies with Anglo in regard to pedagogical assistance and service, the increase in SG&A expenses also lagged period revenue growth, despite the bigger sales force, which climbed from 14, at the end of 2010 to 24 sales people in 2Q11, in order to ensure the system s continuing growth. In addition, fixed expenses, which accounted for 36% of the total, were diluted by the revenue upturn. As a result of the above, there was a significant percentage reduction in the operating loss and negative EBITDA in 2Q11, and the respective margins widened by 28 p.p. and 31 p.p. 28 of 74

31 Management Report / Comments on Company Performance 1st Half SER did even better in the first half. Net revenue increased by 73% over 1H11, while operating income and EBITDA climbed by 128% and 223%, respectively. Income Statement (R$mm) 1H11 1H10 % Chg. Net revenue % (-) COGS (9.8) (6.8) 44% (=)Gross profit (loss) % Gross margin (%) 47% 36% 11 p.p (-) Selling, general and administrative expenses (7.9) (6.4) 24% (=) Operating income (loss) 0.7 (2.5) 128% Margin (%) 4% -24% 28 p.p (+) Depreciation and amortization n/a (+) Amortization of editorial investment % (=) EBITDA 2.5 (2.0) 223% Margin (%) 14% -19% 33 p.p Revenue growth was driven by the 46% increase in the number of students and the average period price adjustment of 4.4%. In addition, a number of schools anticipated some of their second-half orders, generating R$2.1 million. COGS moved up by 44%, slightly less than revenue. Gains in scale and the consequent reduction in printing costs, captured entirely in the second quarter, were partially offset in the first three months by non-recurring delays in the delivery and reprinting of material at the beginning of the year due to failures in production planning. However, these issues were entirely resolved, contributing to the significant improvement in the second quarter. As a result, gross profit came to R$8.6 million, 123% up on the first half of 2010, accompanied by a gross margin of 47%, an 11 p.p. improvement, in turn pushing up operating income to R$0.7 million, reversing the R$3.2 million loss in 1H10. The increase in editorial amortizations was caused by revenue growth and investments in the redesign of materials. As a result of all the above, first-half EBITDA increased by R$4.5 million over the same period last year to R$2.5 million, while the EBITDA margin widened by 33 p.p. to 14%. Comments on operating performance In addition to the substantial increase in the number of students using the SER system, the average number of schools using it also moved up, which had a direct impact on the system s profitability the cost of services and logistics for schools decreases in inverse proportion to the increase in the average number of students. In the first half of 2010, the number of students using the SER system averaged 232 per school. With the period addition of 93 associated schools, with an average of 382 students each, the 1H11 SER average ratio evolved to 265 students per school. 29 of 74

32 Management Report / Comments on Company Performance Gross Margin 1º Sem º Sem 2010 Var. 1º Sem No. of Students ( 000) % No. of Schools % Avg. no. of Students/School % GRUPO ANGLO Given that Grupo Anglo (learning systems and preparatory courses) was acquired by Abril Educação in July 2010, its results were not recorded in the consolidated financial statements for the first half of Consequently, we are presenting a comparison of the learning system and preparatory courses results for the first and second quarters of Anglo Learning System Income Statement (R$mm) 1Q11 2Q11 % Chg. Net revenue (-) COGS (8.2) (4.5) (12.7) (=)Gross profit (loss) Gross margin (%) 81% 83% 82% (-) Selling, general and administrative expenses (6.9) (5.3) (12.1) (=) Operating income (loss) Margin (%) 65% 64% 65% (+) Depreciation and amortization (=) EBITDA Margin (%) 65% 65% 65% First-half net revenue totaled R$70.1 million. As mentioned above, the learning systems business presents slight seasonality, with a concentration of sales in the first quarter. First-half operating income came to R$45.3 million, with a margin of 65%, while EBITDA stood at R$45.5 million, also with a margin of 65%, due to continuing high prices, low costs due to greater scale, the higher number of students per school using the system, the efficient logistics and services of the associated schools and the system s inherently low level of amortization and depreciation. At the beginning of 2011, Anglo learning system s service and operational managers became responsible for the SER system, with the consolidation of both of the Company s systems under a single leadership in order to transfer the best cost management practices to the SER system, in turn contributing to the improvement in the latter s results. 30 of 74