GRUPO CLARÍN S.A.
Interim Condensed Consolidated Financial Statements
for the nine-month period ended September 30, 2020 presented on a comparative basis.
English free translation of the Financial Statements and Reports originally issued in Spanish.
GRUPO CLARÍN S.A.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2020 AND FOR THE NINE-MONTH PERIOD BEGINNING JANUARY 1, 2020 AND ENDED SEPTEMBER 30, 2020 PRESENTED ON A COMPARATIVE BASIS
GLOSSARY OF SELECTED TERMS
ADIRA ................................................... | Association of Provincial Newspapers of the Republic of Argentina |
AEDBA .................................................. | Association of Newspaper Publishers of the City of Buenos Aires |
Administración Federal de Ingresos Públicos (Argentine Federal Revenue | |
AFIP ...................................................... | Service) |
Autoridad Federal de Servicios de Comunicación Audiovisual (Audiovisual | |
AFSCA .................................................. | Communication Services Law Federal Enforcement Authority) |
AGEA .................................................... | Arte Gráfico Editorial Argentino S.A. |
ARPA .................................................... | Association of Argentine Private Broadcasters |
ARTEAR................................................ | Arte Radiotelevisivo Argentino S.A. |
Auto Sports............................................ | Auto Sports S.A. |
Bariloche TV.......................................... | Bariloche TV S.A. |
BCBA .................................................... | Bolsa de Comercio de Buenos Aires (Buenos Aires Stock Exchange). |
Cablevisión Holding............................... | Cablevisión Holding S.A. |
Canal Rural ........................................... | Canal Rural Satelital S.A. |
Carburando ........................................... | Carburando S.A. |
CIMECO................................................ | Compañía Inversora en Medios de Comunicación (CIMECO) S.A. |
CMI........................................................ | Comercializadora de Medios del Interior S.A. |
CNV....................................................... | Comisión Nacional de Valores (Argentine Securities Commission) |
CPCECABA .......................................... | Consejo Profesional de Ciencias Económicas de la Ciudad Autónoma de |
Buenos Aires (Professional Council in Economic Sciences of the City of | |
Buenos Aires) | |
CSJN..................................................... | Supreme Court of Argentina |
Cúspide ................................................. | Cúspide Libros S.A.U. |
DLA ....................................................... | Diario Los Andes Hermanos - Calle S.A. |
Adjusted EBITDA .................................. | Revenues less cost of sales and selling and administrative expenses |
(excluding depreciation and amortization). | |
Additionally, the segment "Cable Television and Internet Access" includes | |
adjustments related to the recognition of revenues from installation services | |
and transactions including separate items and the non-consolidation of | |
special purpose entities. | |
EPN....................................................... | Electro Punto Net S.A. |
Exponenciar .......................................... | Exponenciar S.A. |
Federación Argentina de Consejos Profesionales de Ciencias Económicas | |
FACPCE................................................ | (Argentine Federation of Professional Councils in Economic Sciences) |
GCGC ................................................... | GC Gestión Compartida S.A. |
GCSA Investments ............................... | GCSA Investments, S.A.U. |
GC Minor............................................... | GC Minor S.A.U. |
GDS ...................................................... | Global Depositary Shares |
Grupo Clarín, or the Company .............. | Grupo Clarín S.A. |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee | |
- 1 - |
GRUPO CLARÍN S.A.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2020 AND FOR THE NINE-MONTH PERIOD BEGINNING JANUARY 1, 2020 AND ENDED SEPTEMBER 30, 2020 PRESENTED ON A COMPARATIVE BASIS
IASB ...................................................... | International Accounting Standards Board |
IESA ...................................................... | Inversora de Eventos S.A. |
IFRIC | International Financial Reporting Interpretations Committee |
IFRS ...................................................... | International Financial Reporting Standards |
IGJ......................................................... | Inspección General de Justicia (Argentine Superintendency of Legal Entities) |
Impripost ............................................... | Impripost Tecnologías S.A. |
VAT ....................................................... | Value Added Tax |
Audiovisual Communication Services | |
Law........................................................ | Law No. 26,522 and its regulations |
LSE ....................................................... | London Stock Exchange |
LVI......................................................... | La Voz del Interior S.A. |
Médula .................................................. | Médula Network, LLC |
Multicanal .............................................. | Multicanal S.A. |
IAS ........................................................ | International Accounting Standards |
NCP ARG………………………………… | Argentine Professional Accounting Standards, except for Technical |
Resolutions No. 26 and 29 which adopt IFRS. | |
OSA....................................................... | Oportunidades S.A. |
Papel Prensa......................................... | Papel Prensa S.A.I.C.F. y de M. |
Patagonik .............................................. | Patagonik Film Group S.A. |
Pol-Ka ................................................... | Pol-Ka Producciones S.A. |
Radio Mitre............................................ | Radio Mitre S.A. |
Gain (Loss) on Net Monetary Position... | Results from changes in the purchasing power of the currency ("RECPAM", |
for its Spanish acronym) | |
Ríos de Tinta ......................................... | Ríos de Tinta S.A de C.V. |
SCI ........................................................ | Secretaría de Comercio Interior (Secretariat of Domestic Trade) |
Telba ..................................................... | Teledifusora Bahiense S.A. |
Telecom ................................................ | Telecom Argentina S.A. |
Telecor .................................................. | Telecor S.A.C.I. |
TFN ....................................................... | Tribunal Fiscal de la Nación (National Tax Court) |
Tinta Fresca .......................................... | Tinta Fresca Ediciones S.A. |
TRISA.................................................... | Tele Red Imagen S.A. |
TSC ....................................................... | Televisión Satelital Codificada S.A. |
UNIR ..................................................... | Unir S.A. |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 2 -
GRUPO CLARÍN S.A.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2020 AND FOR THE NINE-MONTH PERIOD BEGINNING JANUARY 1, 2020 AND ENDED SEPTEMBER 30, 2020 PRESENTED ON A COMPARATIVE BASIS
Amounts stated in Argentine Pesos - Note 2.1 to the Interim Condensed Consolidated Financial Statements and Note 2.1 to the Interim Condensed Separate Financial Statements.
Registered office: Piedras 1743, Buenos Aires, Argentina
Main corporate business: Investing and financing
Date of incorporation: July 16, 1999
Date of registration with the Public Registry of Commerce:
- Of the by-laws: August 30, 1999
- Of the latest amendment: April 27, 2017
Registration number with the IGJ: 1,669,734
Expiration of Articles of Incorporation: August 29, 2098
Information on Parent Company:
Name: GC Dominio S.A.
Registered office: Piedras 1743, Buenos Aires, Argentina
CAPITAL STRUCTURE (See Note 12 to the separate financial statements)
Total | ||||||
Subscribed, | ||||||
Number | Registered | |||||
of votes | Outstanding | Treasury | and Paid-in | |||
Type | per share | Shares | Stock | Capital | ||
Class "A" Common shares, with nominal value of $ 1 | 5 | 28,226,683 | - | 28,226,683 | ||
Class "B" Common shares, with nominal value of $ 1 | 1 | 69,202,059 | 1,485 | 69,203,544 | ||
Class "C" Common shares, with nominal value of $ 1 | 1 | 9,345,777 | - | 9,345,777 | ||
Total as of September 30, 2020 | 106,774,519 | 1,485 | 106,776,004 | |||
Total as of December 31, 2019 | 106,774,519 | 1,485 | 106,776,004 |
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Chair |
- 3 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019,
AND THE THREE-MONTH PERIODS BEGINNING ON JULY 1
AND ENDED ON SEPTEMBER 30, 2020 AND 2019 (Amounts stated in Argentine Pesos - Note 2.1.1)
July 1, 2020 | July 1, 2019 | |||||||
through | through | |||||||
September 30, | September 30, | September 30, | September 30, | |||||
Notes | 2020 | 2019 | 2020 | 2019 | ||||
Revenues | 5.1 | 16,874,575,390 | 23,665,661,300 | 5,858,319,188 | 8,230,116,627 | |||
Cost of Sales (1) | 5.2 | (11,153,362,364) | (15,461,985,118) | (3,580,703,747) | (5,240,934,659) | |||
Subtotal - Gross Profit | 5,721,213,026 | 8,203,676,182 | 2,277,615,441 | 2,989,181,968 | ||||
Selling Expenses (1) | 5.3 | (2,622,576,292) | (3,864,706,910) | (803,315,355) | (1,309,792,582) | |||
Administrative Expenses (1) | 5.3 | (2,656,693,395) | (3,351,266,957) | (917,279,091) | (1,128,015,756) | |||
Other Income and Expenses, net | 5.6 | (1,040,579,987) | (215,664,421) | (802,236,594) | (183,642,213) | |||
Financial Expenses on Debt | 5.4 | (575,804,610) | (1,149,498,591) | (147,956,317) | (605,560,180) | |||
Gain (Loss) on Net Monetary Position | (34,027,453) | (295,797,966) | (42,068,725) | (112,213,083) | ||||
Other Financial Results, net | 5.5 | 111,388,397 | (76,703,591) | 15,337,105 | (83,196,397) | |||
Financial Results | (498,443,666) | (1,522,000,148) | (174,687,937) | (800,969,660) | ||||
Equity in Earnings from Associates | 5.9 | 688,934,646 | 236,310,922 | 240,288,816 | 82,393,136 | |||
Loss before Income Tax | (408,145,668) | (513,651,332) | (179,614,720) | (350,845,107) | ||||
Income Tax | (475,682,433) | (466,135,288) | (297,712,602) | (273,935,720) | ||||
Net Loss for the Period | (883,828,101) | (979,786,620) | (477,327,322) | (624,780,827) | ||||
Other Comprehensive Income | ||||||||
Items which can be reclassified to Net Income (Loss) | ||||||||
Variation in Translation Differences of Foreign Operations | (3,946,321) | (18,748,647) | 4,788,149 | (32,399,420) | ||||
Other Comprehensive Income (Loss) for the Period | (3,946,321) | (18,748,647) | 4,788,149 | (32,399,420) | ||||
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE | ||||||||
PERIOD | (887,774,422) | (998,535,267) | (472,539,173) | (657,180,247) | ||||
Loss Attributable to: | ||||||||
Shareholders of the Parent Company | (708,676,514) | (865,867,366) | (460,963,959) | (598,400,181) | ||||
Non-Controlling Interests | (175,151,587) | (113,919,254) | (16,363,363) | (26,380,646) | ||||
Total Comprehensive Income (Loss) Attributable to: | ||||||||
Shareholders of the Parent Company | (712,622,835) | (864,736,684) | (456,175,810) | (596,588,619) | ||||
Non-Controlling Interests | (175,151,587) | (133,798,583) | (16,363,363) | (60,591,628) | ||||
Basic and Diluted Net Loss per Share | (6.64) | (8.11) | (4.32) | (5.60) |
- Includes amortization of intangible assets and film library, right-of-use assets and depreciation of property, plant and equipment in the amount of $ 922,337,978 and $ 1,053,662,400 for the nine-month periods ended September 30, 2020 and 2019, respectively.
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Dr. Alejandro J. Rosa | Chair |
Certified Public Accountant (UM) | ||
C.P.C.E.C.A.B.A. Vol. 286 Fol. 136 |
- 4 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019 (Amounts stated in Argentine Pesos - Note 2.1.1)
Notes | September 30, 2020 | December 31, 2019 | ||
ASSETS | ||||
NON-CURRENT ASSETS | ||||
Property, Plant and Equipment | 5.7 | 6,413,563,265 | 6,813,173,455 | |
Intangible Assets | 5.8 | 442,617,420 | 518,456,690 | |
Goodwill | 5.10 | 47,498,174 | 1,138,785,778 | |
Deferred Tax Assets | 697,660,810 | 603,217,586 | ||
Investments in Unconsolidated Affiliates | 5.9 | 2,619,118,052 | 2,033,370,888 | |
Right-of-Use Assets | 5.18 | 79,149,256 | 115,098,252 | |
Other Investments | 5.11 | 13,437,910 | - | |
Inventories | 5.13 | 62,366,026 | 21,984,757 | |
Other Assets | 40,795,937 | 41,882,840 | ||
Other Receivables | 5.12 | 157,650,435 | 321,585,691 | |
Trade Receivables | 5.14 | 58,081,667 | 51,068,322 | |
Total Non-Current Assets | 10,631,938,952 | 11,658,624,259 | ||
CURRENT ASSETS | ||||
Inventories | 5.13 | 1,115,695,695 | 1,604,724,620 | |
Other Assets | 121,250,794 | 145,653,105 | ||
Other Receivables | 5.12 | 2,038,401,848 | 1,873,167,755 | |
Trade Receivables | 5.14 | 6,416,170,143 | 7,094,379,251 | |
Other Investments | 5.11 | 1,885,090,674 | 864,163,516 | |
Cash and Banks | 995,918,549 | 1,841,317,110 | ||
Total Current Assets | 12,572,527,703 | 13,423,405,357 | ||
Total Assets | 23,204,466,655 | 25,082,029,616 | ||
EQUITY (as per the corresponding statement) | ||||
Attributable to Shareholders of the Parent Company | ||||
Shareholders' Contribution | 11,185,708,553 | 13,028,994,750 | ||
Other Items | 13,907,546 | 28,372,104 | ||
Retained Earnings | 632,845,270 | (501,764,413) | ||
Total Attributable to Shareholders of the Parent Company | 11,832,461,369 | 12,555,602,441 | ||
Attributable to Non-Controlling Interests | 84,633,426 | 252,566,804 | ||
Total Equity | 11,917,094,795 | 12,808,169,245 | ||
LIABILITIES | ||||
NON-CURRENT LIABILITIES | ||||
Provisions and Other Charges | 894,496,434 | 974,885,793 | ||
Financial Debt | 5.15 | 1,288,439,607 | 1,099,570,377 | |
Deferred Tax Liabilities | 353,183,707 | 344,949,215 | ||
Taxes Payable | 16,457,185 | 35,389,576 | ||
Lease Liabilities | 5.18 | 21,497,756 | 32,488,854 | |
Other Liabilities | 5.16 | 232,322,887 | 223,890,537 | |
Trade and Other Payables | 5.17 | 44,031,718 | 82,735,604 | |
Total Non-Current Liabilities | 2,850,429,294 | 2,793,909,956 | ||
CURRENT LIABILITIES | ||||
Financial Debt | 5.15 | 375,209,488 | 1,188,849,993 | |
Taxes Payable | 610,508,359 | 644,149,293 | ||
Lease Liabilities | 5.18 | 62,721,630 | 82,311,221 | |
Other Liabilities | 5.16 | 961,389,797 | 996,323,616 | |
Trade and Other Payables | 5.17 | 6,427,113,292 | 6,568,316,292 | |
Total Current Liabilities | 8,436,942,566 | 9,479,950,415 | ||
Total Liabilities | 11,287,371,860 | 12,273,860,371 | ||
Total Equity and Liabilities | 23,204,466,655 | 25,082,029,616 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Dr. Alejandro J. Rosa | Chair |
Certified Public Accountant (UM) | ||
C.P.C.E.C.A.B.A. Vol. 286 Fol. 136 |
- 5 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019
(Amounts stated in Argentine Pesos - Note 2.1.1)
Equity attributable to Shareholders of the Parent Company | ||||||||||||||||
Shareholders' Contribution | Other Items | Retained Earnings | Equity | |||||||||||||
Inflation | Translation of | Total Equity of | Attributable to | |||||||||||||
Adjustment on | Additional | Foreign | Other | Voluntary | Retained | Controlling | Non-Controlling | |||||||||
Capital Stock | Capital Stock | Paid-in Capital | Subtotal | Operations | Reserves | Legal Reserve | Reserves | Earnings | Interests | Interests | Total Equity | |||||
Balances as of January 1, 2020 | 106,776,004 | 4,487,880,245 | 8,434,338,501 | 13,028,994,750 | 173,413,695 | (145,041,591) | - | 1,341,521,784 | (1,843,286,197) | 12,555,602,441 | 252,566,804 | 12,808,169,245 | ||||
Reversal of Additional Paid-in Capital | ||||||||||||||||
(Note 9.a) | - | - | (1,843,286,197) | (1,843,286,197) | - | - | - | - | 1,843,286,197 | - | - | - | ||||
Changes in minority interest in a | ||||||||||||||||
subsidiary | - | - | - | - | - | (10,518,237) | - | - | - | (10,518,237) | 10,518,237 | - | ||||
Dividends and Other Movements of Non- | ||||||||||||||||
Controlling Interest | - | - | - | - | - | - | - | - | - | - | (3,300,028) | (3,300,028) | ||||
Net Loss for the Period | - | - | - | - | - | - | - | - | (708,676,514) | (708,676,514) | (175,151,587) | (883,828,101) | ||||
Other Comprehensive Income: | ||||||||||||||||
Variation in Translation Differences of | ||||||||||||||||
Foreign Operations | - | - | - | - | (3,946,321) | - | - | - | - | (3,946,321) | - | (3,946,321) | ||||
Balances as of September 30, 2020 | (1) 106,776,004 | 4,487,880,245 | 6,591,052,304 | 11,185,708,553 | 169,467,374 | (155,559,828) | - | (2) 1,341,521,784 | (708,676,514) | 11,832,461,369 | 84,633,426 | 11,917,094,795 | ||||
Balances as of January 1, 2019 | 106,776,004 | 4,487,880,245 | 10,804,762,479 | 15,399,418,728 | 172,554,672 | (145,041,591) | 153,829,141 | 11,270,656,011 | (12,453,387,346) | 14,398,029,615 | 229,366,219 | 14,627,395,834 | ||||
Reversal of Reserves and Additional Paid- | ||||||||||||||||
in capital | - | - | (2,370,423,978) | (2,370,423,978) | - | - | (153,829,141) | (9,929,134,227) | 12,453,387,346 | - | - | - | ||||
Dividends and Other Movements of Non- | ||||||||||||||||
Controlling Interest | - | - | - | - | - | - | - | - | - | - | (21,040,678) | (21,040,678) | ||||
Net Loss for the Period | - | - | - | - | - | - | - | - | (865,867,366) | (865,867,366) | (113,919,254) | (979,786,620) | ||||
Other Comprehensive Income: | ||||||||||||||||
Variation in Translation Differences of | ||||||||||||||||
Foreign Operations | - | - | - | - | 1,130,682 | - | - | - | - | 1,130,682 | (19,879,329) | (18,748,647) | ||||
Balances as of September 30, 2019 | (1) 106,776,004 | 4,487,880,245 | 8,434,338,501 | 13,028,994,750 | 173,685,354 | (145,041,591) | - | (2) 1,341,521,784 | (865,867,366) | 13,533,292,931 | 74,526,958 | 13,607,819,889 |
- Includes 1,485 treasury shares. See Note 12 to the separate financial statements.
- Corresponds to Judicial Reserve for Future Dividends Distribution
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Dr. Alejandro J. Rosa | Chair |
Certified Public Accountant (UM) | ||
C.P.C.E.C.A.B.A. Vol. 286 Fol. 136 |
- 6 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019
(Amounts stated in Argentine Pesos - Note 2.1.1)
September 30, | September 30, | |||
2020 | 2019 | |||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||||
Net Loss for the Period | (883,828,101) | (979,786,620) | ||
Income Tax | 475,682,433 | 466,135,288 | ||
Accrued Interest, net | 176,936,238 | 452,736,231 | ||
Adjustments to reconcile Net Loss for the Period to Cash provided by Operating Activities: | ||||
Depreciation of Property, Plant and Equipment | 626,101,198 | 648,655,548 | ||
Amortization of Intangible Assets and Film Library | 221,232,381 | 291,930,528 | ||
Amortization of Right-of-Use Assets | 75,004,399 | 113,076,324 | ||
Net Allowances | 287,562,434 | 324,352,005 | ||
Financial Income, except Interest | 10,954,164 | 196,991,808 | ||
Gain (Loss) on Net Monetary Position | 34,027,453 | 295,797,966 | ||
Equity in Earnings from Associates | (688,934,646) | (236,310,922) | ||
Impairment of Goodwill | 1,091,287,604 | - | ||
Other Income and Expenses | (34,070,218) | 270,161,917 | ||
Changes in Assets and Liabilities: | ||||
Trade Receivables | (1,020,611,223) | (1,145,413,227) | ||
Other Receivables | (477,042,775) | (1,153,616,396) | ||
Inventories | 320,209,396 | (72,208,168) | ||
Other Assets | 25,840,419 | (73,309,586) | ||
Trade and Other Payables | 1,425,034,272 | 1,858,941,167 | ||
Taxes Payable | (130,611,752) | (157,069,104) | ||
Other Liabilities | 202,072,733 | 784,343,751 | ||
Provisions | (86,996,277) | (94,160,057) | ||
Payments of Income tax | (386,992,286) | (242,070,783) | ||
Net Cash Flows provided by Operating Activities | 1,262,857,846 | 1,549,177,670 | ||
CASH FLOWS PROVIDED BY INVESTMENT ACTIVITIES | ||||
Payments for Acquisition of Property, Plant and Equipment | (285,356,533) | (638,290,256) | ||
Payments for Acquisition of Intangible Assets | (123,355,737) | (104,887,333) | ||
Capital Contributions in Associates | (58,087) | (197,331) | ||
Proceeds from Sale of Property, Plant and Equipment | 10,026,726 | - | ||
Proceeds from Sale of Intangible Assets | - | 26,233,253 | ||
Collection of granted loans | 32,171,557 | - | ||
Proceeds from Sale of Other Assets | 1,588,174 | 2,742,107 | ||
Dividends Collected | 68,063,146 | 17,098,815 | ||
Transactions with Notes, Bonds and Other Placements, Net | 89,526,427 | 72,956,976 | ||
Net Cash Flows used in Investing Activities | (207,394,327) | (624,343,769) | ||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | ||||
Loans Obtained | 757,008,500 | 2,124,459,633 | ||
Payment of Financial Debt | (1,310,173,092) | (1,540,080,816) | ||
Payment of Interest | (234,616,492) | (546,379,219) | ||
Payment of Lease Liabilities | (59,221,911) | (129,634,914) | ||
Payments to Non-Controlling Interests, net | (3,300,028) | (8,753,843) | ||
Net Cash Flows used in Financing Activities | (850,303,023) | (100,389,159) | ||
FINANCIAL RESULTS (INCLUDING GAIN (LOSS) ON NET MONETARY POSITION) OF CASH | ||||
AND CASH EQUIVALENTS | (62,862,689) | 2,218,395 | ||
Net Increase in Cash Flow | 142,297,807 | 826,663,137 | ||
Cash and Cash Equivalents at the Beginning of the Year | 2,705,399,108 | 2,330,279,350 | ||
Cash and Cash Equivalents at the End of the Period (Note 2.4) | 2,847,696,915 | 3,156,942,487 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Dr. Alejandro J. Rosa | Chair |
Certified Public Accountant (UM) | ||
C.P.C.E.C.A.B.A. Vol. 286 Fol. 136 |
- 7 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
INDEX OF THE NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- GENERAL INFORMATION
- BASIS FOR THE PREPARATION AND PRESENTATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- ACCOUNTING ESTIMATES AND JUDGMENTS
- SEGMENT INFORMATION
- BREAKDOWN OF MAIN ITEMS
- PROVISIONS AND OTHER CONTINGENCIES
- FINANCIAL INSTRUMENTS
- COVENANTS, SURETIES AND GUARANTEES PROVIDED
- RESERVES, RETAINED EARNINGS AND DIVIDENDS
- EARNINGS PER SHARE
- LAW No. 26,831 CAPITAL MARKETS
- IMPACT OF CORONAVIRUS
- TAX REFORM IN ARGENTINA
- SUBSEQUENT EVENTS
- APPROVAL OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 8 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2020,
PRESENTED ON A COMPARATIVE BASIS (Amounts stated in Argentine Pesos - Note 2.1.1)
NOTE 1 - GENERAL INFORMATION
Grupo Clarín is a holding company that operates in the Media industry. Its operating income and cash flows derive from the operations of its subsidiaries in which it participates directly or indirectly.
Note 1 to the annual Consolidated Financial Statements as of December 31, 2019 details the business segments in which Grupo Clarín is engaged through its subsidiaries.
NOTE 2 - BASIS FOR THE PREPARATION AND PRESENTATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.1 Basis for the preparation
Through General Resolutions No. 562/09 and No. 576/10, the Argentine Securities Commission ("CNV", for its Spanish acronym) provided for the application of Technical Resolutions ("TR") No. 26 and No. 29 issued by the Argentine Federation of Professional Councils of Economic Sciences ("FACPCE", for its Spanish acronym), which adopt the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") for entities subject to the public offering regime governed by Law No. 26,831, whether on account of their equity or their notes, or which have requested authorization to be subject to such regime. The FACPCE issues Adoption Communications in order to implement IASB resolutions in Argentina.
These interim condensed consolidated financial statements of Grupo Clarín S.A. for the nine-month period ended September 30, 2020, presented on a comparative basis, have been prepared in accordance with IAS 34 "Interim Financial Reporting". Some additional matters were included as required by the Argentine General Associations Law and/or CNV regulations, including the supplementary information provided by the last paragraph of Section 1, Chapter III, Title IV of General Resolution No. 622/13. That information is included in the Notes to these interim condensed consolidated financial statements, as provided by IFRS. The interim condensed consolidated financial statements have been prepared in accordance with the accounting policies the Company expects to adopt in its annual consolidated financial statements as of December 31, 2020. The accounting policies are based on the IFRS issued by the IASB and the interpretations issued by the IFRIC, which the Company expects will be applicable at such date.
These interim condensed consolidated financial statements have been prepared based on restated historical cost, as mentioned in Note 2.1.1, except for the valuation of financial instruments. In general, the historical cost is based on the fair value of the consideration granted in exchange for the assets.
These interim condensed consolidated financial statements should be read together with the Company's annual financial statements as of December 31, 2019 prepared under IFRS.
The accounting policies used in the preparation of these interim condensed consolidated financial statements are consistent with those used in the preparation of the financial statements as of December 31, 2019.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 9 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
Certain figures reported in the financial statements presented on a comparative basis were reclassified in order to maintain the consistency in the disclosure of the figures corresponding to this period.
The attached consolidated information, approved by the Board of Directors at the meeting held on December 4, 2020, is presented in Argentine Pesos ($), the Argentine legal tender, and arises from accounting records kept by Grupo Clarín S.A. and its subsidiaries.
2.1.1 Application of IAS 29 (Financial Reporting in Hyperinflationary Economies)
International Accounting Standard 29 "Financial Reporting in Hyperinflationary Economies" ("IAS 29") requires that the financial statements of an entity that reports in the currency of a highly inflationary economy shall be stated in terms of the measuring unit current at the closing date of the reporting year/period, regardless of whether they are based on a historical cost approach or a current cost approach. To this end, in general terms, the inflation rate must be computed in the non-monetary items as from the acquisition date or the revaluation date, as applicable. These requirements also comprise the comparative information of the financial statements.
To determine the existence of a highly inflationary economy under the terms of IAS 29, the standard details a series of factors to consider, including a cumulative inflation rate over three years that is close to or exceeds 100%. This is why, in accordance with IAS 29, Argentine economy should be considered as a highly inflationary economy as from July 1, 2018.
In addition, Law No. 27,468, published in the Official Gazette on December 4, 2018, amended Section 10 of Law No. 23,928, as amended, providing that the repeal of all the laws and regulations that establish or authorize price indexation, currency restatement, cost variance and any other form of restatement of debts, taxes, prices or fees related to property, works or services, does not apply to financial statements, which remain subject to Section 62 in fine of the General Associations Law No. 19,550 (as restated in 1984), as amended. In addition, it repealed Decree No. 1,269/2002 dated July 16, 2002, as amended, and delegated on the Executive Branch, through its oversight agencies, the power to set the date as from which those regulations will come into effect with respect to financial statements. On December 28, 2018, through General Resolution No. 777/2018, the CNV provided that the entities subject to the Commission's oversight must apply the method to restate annual, interim and special financial statements in constant currency, as established by IAS 29, for fiscal years ended on or after December 31, 2018. Therefore, these financial statements have been restated in constant currency as of September 30, 2020.
According to IAS 29, the financial statements of an entity that reports in the currency of a highly inflationary economy shall be stated in terms of the measuring unit current at the closing date of the financial statements.
The inflation adjustment was calculated taking into consideration the indexes established by the FACPCE based on the price indexes published by the National Institute of Statistics and Census (INDEC, for its Spanish acronym). The following table shows the evolution of those indexes over the last two fiscal years and as of September 30, 2020 and 2019, according to official statistics (INDEC) in accordance with the guidelines described under Resolution No. 539/18:
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 10 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
As of | As of | As of | As of | |
December 31, | September 30, | December 31, | September 30, | |
2018 | 2019 | 2019 | 2020 | |
General Price Index (December 2016=100) | 184.26 | 253.71 | 283.44 | 346.62 |
Variation of Prices | ||||
Annual | 47.6% | 53.7% | 53.8% | 36.6% |
Accumulated over 3 years | 147.8% | 159.9% | 183.2% | 194.7% |
Accumulated over 3 months since June 2019 / 2020 | n/a | 12.5% | n/a | 7.7% |
Accumulated over 9 months | n/a | 37.7% | n/a | 22.3% |
The Company applied the same restatement policies to the items identified in the most recent annual financial statements.
2.2 Standards and Interpretations issued but not adopted to date
To date, there are no standards and interpretations issued but not adopted by the Company.
2.3. Basis for Consolidation
Note 2.4 to the Company's annual consolidated financial statements as of December 31, 2019 details the consolidation criteria used, as well as the detail of the most relevant consolidated subsidiaries and the interests in the capital stock and votes of those companies.
2.4 Consolidated Statement of Cash Flows
For the purposes of preparing the statement of cash flows, the item "Cash and Cash Equivalents" includes cash and bank balances, certain high liquidity short-term investments (with original maturities shorter than 90 days). Bank overdrafts payable on demand, if any, are deducted to the extent they are part of the Company's cash management.
Bank overdrafts are classified as "Financial Debt" in the consolidated statement of financial position.
Cash and cash equivalents at each period-end, as disclosed in the consolidated statement of cash flows, may be reconciled against the items related to the consolidated statement of financial position as follows:
September 30, | September 30, | ||
2020 | 2019 | ||
Cash and Banks | 995,918,549 | 1,994,186,505 | |
Short-term investments with original maturities shorter than 90 | |||
days | 1,851,778,366 | 1,162,755,982 | |
Total | 2,847,696,915 | 3,156,942,487 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 11 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
In the nine-month periods ended September 30, 2020 and 2019, the following significant transactions were carried out, which did not have an impact on cash and cash equivalents:
September 30, | September 30, | ||
2020 | 2019 | ||
New right-of-use assets owed | 45,686,361 | 44,744,691 | |
Settlement of trade receivables through government bonds | 46,750,218 | - | |
Dividends pending collection that were distributed by joint | |||
venture companies | 22,501,816 | - | |
Settlement of employer's contributions through the sale of | |||
property plant and equipment | 6,418,763 | - |
NOTE 3 - ACCOUNTING ESTIMATES AND JUDGMENTS
In applying the accounting policies used in the preparation of these interim condensed consolidated financial statements, the Company has to make judgments and prepare accounting estimates of the value of the assets and liabilities that may not be obtained otherwise. The estimates and related assumptions are based on historical experience and other pertinent factors. Actual results may differ from these estimates.
The underlying estimates and assumptions are continually reviewed. The effects of the reviews of accounting estimates are recognized for the period in which estimates are reviewed.
The estimates and assumptions used in the preparation of these interim condensed consolidated financial statements are consistent with those used in the preparation of the financial statements as of December 31, 2019, which are disclosed in Note 3 to such annual consolidated financial statements.
NOTE 4 - SEGMENT INFORMATION
Note 4 to the annual consolidated financial statements as of December 31, 2019 details the Company's business segments and the considerations taken into account by the Company to assess the performance of those segments: the adjusted EBITDA.
The following information for the nine-month periods as of September 30, 2020 and 2019 was prepared in accordance with IFRS, except for the non-application of IAS 29, due to the fact that the Board of Directors analyzes the information in historical currency for the business segments identified by the Company.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 12 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
Broadcasting | Total | ||||||||||||||
Printing and | Broadcasting | and | Digital | Digital content | consolidated | ||||||||||
Printing and | publishing | and | programming | content and | and others | results | |||||||||
publishing in | restated in | programming | restated in | others in | restated in | restated in | |||||||||
Information arising from Consolidated Income | historical | constant | in historical | constant | historical | constant | Eliminations | constant | |||||||
Statements as of September 30, 2020 | currency | currency | currency | currency | currency | currency | (1) | currency | |||||||
Net Sales to Third Parties (2) | 7,386,923,903 | 8,085,837,123 | 7,203,741,645 | 7,885,323,090 | 825,326,934 | 903,415,177 | - | 16,874,575,390 | |||||||
Intersegment Sales | 190,691,649 | 208,733,924 | 41,513,958 | 45,441,798 | 646,948,342 | 708,159,308 | (962,335,030) | - | |||||||
Net Sales | 7,577,615,552 | 8,294,571,047 | 7,245,255,603 | 7,930,764,888 | 1,472,275,276 | 1,611,574,485 | (962,335,030) | 16,874,575,390 | |||||||
Cost of sales -excluding depreciation and amortization | (4,233,095,390) | (4,633,609,375) | (4,592,436,808) | (5,026,949,853) | (963,068,919) | (1,054,189,608) | 321,585,746 | (10,393,163,090) | |||||||
Subtotal | 3,344,520,162 | 3,660,961,672 | 2,652,818,795 | 2,903,815,035 | 509,206,357 | 557,384,877 | (640,749,284) | 6,481,412,300 | |||||||
Expenses - excluding depreciation and amortization | |||||||||||||||
Selling Expenses | (2,086,207,580) | (2,283,593,945) | (320,940,505) | (351,306,266) | (69,148,640) | (75,691,131) | 145,959,846 | (2,564,631,496) | |||||||
Administrative Expenses | (1,107,391,686) | (1,212,167,463) | (1,257,791,225) | (1,376,797,042) | (418,708,360) | (458,324,420) | 494,789,438 | (2,552,499,487) | |||||||
Adjusted EBITDA | 150,920,896 | 165,200,264 | 1,074,087,065 | 1,175,711,727 | 21,349,357 | 23,369,326 | - | 1,364,281,317 | |||||||
Depreciation of Property, Plant and Equipment | (626,101,198) | ||||||||||||||
Amortization of Intangible Assets and Film Library (3) | (221,232,381) | ||||||||||||||
Amortization of Right-of-Use Assets | (75,004,399) | ||||||||||||||
Other Income and Expenses, net | (1,040,579,987) | ||||||||||||||
Financial Expenses on Debt | (575,804,610) | ||||||||||||||
Gain (Loss) on Net Monetary Position | (34,027,453) | ||||||||||||||
Other Financial Results, net | 111,388,397 | ||||||||||||||
Financial Results | (498,443,666) | ||||||||||||||
Equity in Earnings from Associates | 688,934,646 | ||||||||||||||
Income Tax | (475,682,433) | ||||||||||||||
Net Loss for the Period | (883,828,101) | ||||||||||||||
Additional consolidated information as of September | |||||||||||||||
30, 2020 | |||||||||||||||
Payments for Acquisition of Property, Plant and Equipment | 120,581,187 | 131,989,967 | 128,154,471 | 140,279,796 | 11,955,593 | 13,086,770 | - | 285,356,533 | |||||||
Payments for Acquisition of Intangible Assets | 105,492,077 | 115,473,202 | 7,027,167 | 7,692,042 | 174,027 | 190,493 | - | 123,355,737 | |||||||
- Eliminations are related to Grupo Clarín's intercompany operations.
- Includes also sales to unconsolidated companies.
- Amortization of film rights acquired in perpetuity.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee | |
- 13 - |
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
Broadcasting | Total | ||||||||||||||
Printing and | Broadcasting | and | Digital | Digital content | consolidated | ||||||||||
Printing and | publishing | and | programming | content and | and others | results | |||||||||
publishing in | restated in | programming | restated in | others in | restated in | restated in | |||||||||
Information arising from Consolidated Income | historical | constant | in historical | constant | historical | constant | Eliminations | constant | |||||||
Statements as of September 30, 2019 | currency | currency | currency | currency | currency | currency | (1) | currency | |||||||
Net Sales to Third Parties (2) | 7,321,420,980 | 11,568,634,442 | 6,669,447,529 | 10,538,446,102 | 986,376,214 | 1,558,580,756 | - | 23,665,661,300 | |||||||
Intersegment Sales | 116,803,906 | 184,562,763 | 35,628,525 | 56,296,910 | 693,676,596 | 1,096,083,805 | (1,336,943,478) | - | |||||||
Net Sales | 7,438,224,886 | 11,753,197,205 | 6,705,076,054 | 10,594,743,012 | 1,680,052,810 | 2,654,664,561 | (1,336,943,478) | 23,665,661,300 | |||||||
Cost of sales -excluding depreciation and amortization | (4,258,900,102) | (6,729,521,297) | (4,181,716,612) | (6,607,563,062) | (1,159,506,697) | (1,832,145,584) | 570,129,632 | (14,599,100,311) | |||||||
Subtotal | 3,179,324,784 | 5,023,675,908 | 2,523,359,442 | 3,987,179,950 | 520,546,113 | 822,518,977 | (766,813,846) | 9,066,560,989 | |||||||
Expenses - excluding depreciation and amortization | |||||||||||||||
Selling Expenses | (2,036,220,924) | (3,217,448,578) | (359,980,056) | (568,807,297) | (148,888,151) | (235,259,329) | 243,241,172 | (3,778,274,032) | |||||||
Administrative Expenses | (1,117,113,347) | (1,765,159,520) | (853,615,227) | (1,348,804,083) | (415,497,799) | (656,531,313) | 523,572,674 | (3,246,922,242) | |||||||
Adjusted EBITDA | 25,990,513 | 41,067,810 | 1,309,764,159 | 2,069,568,570 | (43,839,837) | (69,271,665) | - | 2,041,364,715 | |||||||
Depreciation of Property, Plant and Equipment | (648,655,548) | ||||||||||||||
Amortization of Intangible Assets and Film Library (3) | (291,930,528) | ||||||||||||||
Amortization of Right-of-Use Assets | (113,076,324) | ||||||||||||||
Other Income and Expenses, net | (215,664,421) | ||||||||||||||
Financial Expenses on Debt | (1,149,498,591) | ||||||||||||||
Gain (Loss) on Net Monetary Position | (295,797,966) | ||||||||||||||
Other Financial Results, net | (76,703,591) | ||||||||||||||
Financial Results | (1,522,000,148) | ||||||||||||||
Equity in Earnings from Associates | 236,310,922 | ||||||||||||||
Income Tax | (466,135,288) | ||||||||||||||
Net Loss for the Period | (979,786,620) | ||||||||||||||
Additional consolidated information as of September | |||||||||||||||
30, 2019 | |||||||||||||||
Payments for Acquisition of Property, Plant and Equipment | 107,429,258 | 169,749,809 | 278,746,131 | 440,448,938 | 17,778,223 | 28,091,509 | - | 638,290,256 | |||||||
Payments for Acquisition of Intangible Assets | 51,778,328 | 81,815,341 | 12,756,810 | 20,157,136 | 1,844,720 | 2,914,856 | - | 104,887,333 |
- Eliminations are related to Grupo Clarín's intercompany operations.
- Includes also sales to unconsolidated companies.
- Amortization of film rights acquired in perpetuity.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee | |
- 14 - |
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
NOTE 5 - BREAKDOWN OF MAIN ITEMS 5.1 Revenues
September 30, | September 30, | ||
2020 | 2019 | ||
Advertising Sales | 6,312,350,203 | 10,681,603,645 | |
Circulation Sales | 4,954,498,165 | 6,385,958,428 | |
Printing Services Sales | 573,722,403 | 522,016,419 | |
Television Signals and Programming Sales | 3,350,162,986 | 3,120,978,446 | |
Sales of Goods | 18,555,767 | 444,388,539 | |
Sales of Logistics Services | 946,623,363 | 1,347,448,826 | |
Other Sales | 718,662,503 | 1,163,266,997 | |
Total | 16,874,575,390 | 23,665,661,300 |
5.2 Cost of Sales
September 30, | September 30, | ||
2020 | 2019 | ||
Inventories at the beginning of the year | 1,650,248,398 | 2,273,229,824 | |
Purchases for the period | 2,272,474,249 | 4,096,642,122 | |
Production and Services Expenses (Note 5.3) | 8,432,567,217 | 11,219,848,728 | |
Less: Inventories at period-end | (1,201,927,500) | (2,127,735,556) | |
Cost of Sales | 11,153,362,364 | 15,461,985,118 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 15 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
5.3 Production and Services, Selling and Administrative Expenses
Production | Total as of | Total as of | ||||||||
and Services | Administrative | September | September | |||||||
Item | Expenses | Selling Expenses | Expenses | 30, 2020 | 30, 2019 | |||||
Fees for Services | 740,735,161 | 295,462,450 | 455,384,766 | 1,491,582,377 | 2,035,871,284 | |||||
Salaries, Social Security and Benefits | ||||||||||
to Personnel (1) (2) | 4,063,357,692 | 598,197,620 | 1,479,218,910 | 6,140,774,222 | 7,709,888,393 | |||||
Advertising and Promotion Expenses | - | 306,007,654 | 2,188,082 | 308,195,736 | 719,714,181 | |||||
Taxes, Duties and Contributions | 134,114,761 | 40,437,839 | 104,656,403 | 279,209,003 | 504,862,915 | |||||
Bad Debt Expenses | - | 183,084,570 | - | 183,084,570 | 146,524,611 | |||||
Travel Expenses | 151,981,344 | 9,365,549 | 25,666,215 | 187,013,108 | 394,879,614 | |||||
Maintenance Expenses | 487,746,633 | 20,348,686 | 139,486,197 | 647,581,516 | 702,605,331 | |||||
Distribution Expenses | 309,855,163 | 1,060,663,507 | - | 1,370,518,670 | 1,535,860,734 | |||||
Communication Expenses | 75,617,509 | 5,698,285 | 22,077,356 | 103,393,150 | 99,106,499 | |||||
Contingencies | - | 1,850,550 | 97,743,924 | 99,594,474 | 176,166,801 | |||||
Stationery and Office Supplies | 25,559,539 | 1,848,775 | 8,312,498 | 35,720,812 | 48,628,918 | |||||
Commissions | - | 12,732,853 | 2,725,650 | 15,458,503 | 82,921,466 | |||||
Productions and Co-Productions | 624,751,724 | - | - | 624,751,724 | 757,265,134 | |||||
Printing and Other Expenses from Editorial | ||||||||||
Products | 433,078,078 | - | - | 433,078,078 | 748,617,708 | |||||
Rights | 28,005,102 | - | - | 28,005,102 | 66,773,814 | |||||
Services and Satellites | 284,180,096 | 4,617,088 | 103,385,899 | 392,183,083 | 451,935,572 | |||||
Severance Payments | 30,900,827 | 3,552,319 | 26,311,582 | 60,764,728 | 481,712,695 | |||||
Non-Computable VAT | 28,835,442 | - | - | 28,835,442 | 55,083,218 | |||||
Leases | 136,909,169 | 713,640 | 4,833,875 | 142,456,684 | 256,281,183 | |||||
Amortization of Intangible Assets | 145,266,640 | 37,245,560 | 38,179,424 | 220,691,624 | 290,885,694 | |||||
Amortization of Film Library | 540,757 | - | - | 540,757 | 1,044,834 | |||||
Amortization of Right-of-Use Assets | 75,004,399 | - | - | 75,004,399 | 113,076,324 | |||||
Depreciation of Property, Plant and Equipment | 539,387,478 | 20,699,236 | 66,014,484 | 626,101,198 | 648,655,548 | |||||
Other Expenses | 111,856,313 | 20,050,111 | 80,508,130 | 212,414,554 | 405,799,531 | |||||
Impairment of Inventories and Obsolescence of | ||||||||||
Materials | 4,883,390 | - | - | 4,883,390 | 1,660,593 | |||||
Total as of September 30, 2020 | 8,432,567,217 | 2,622,576,292 | 2,656,693,395 | 13,711,836,904 | ||||||
Total as of September 30, 2019 | 11,219,848,728 | 3,864,706,910 | 3,351,266,957 | 18,435,822,595 |
- As of September 30, 2020, it includes a recovery of approximately $ 631.1 million from the allocation of employer's contributions as a tax credit against VAT by certain subsidiaries, as mentioned in Notes 8.2.e., 8.2.f and 20 to the consolidated financial statements as of December 31, 2019.
- Net of the accrued subsidy in the amount of $ 394.9 million for the period ranging from April up to and including September 2020, as approved under the Emergency Assistance Program for Work and Production. See Note 12.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 16 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
5.4 Financial Expenses on Debt
September 30, | September 30, | ||
2020 | 2019 | ||
Discounts Obtained in Lease Liabilities | 17,413,210 | - | |
Interests | (231,647,173) | (629,883,203) | |
Exchange Differences | (361,570,647) | (519,615,388) | |
Total | (575,804,610) | (1,149,498,591) |
5.5 Other Financial Results, net
September 30, | September 30, | ||
2020 | 2019 | ||
Exchange Differences | 168,561,270 | 32,860,592 | |
Interests | 54,710,935 | 177,146,972 | |
Financial Discounts on Assets and Liabilities | (11,622,817) | (61,898,794) | |
Other Taxes and Expenses | (196,080,657) | (286,311,783) | |
Results from Operations with Notes, Bonds and Other Placements | 95,819,666 | 61,499,422 | |
Total | 111,388,397 | (76,703,591) |
5.6 Other Income and Expenses, net
September 30, | September 30, | ||
2020 | 2019 | ||
Impairment of Goodwill (Note 12) | (1,091,287,604) | - | |
Other | 50,707,617 | (215,664,421) | |
Total | (1,040,579,987) | (215,664,421) |
5.7 Property, Plant and Equipment
Residual Value | Residual Value as | |||
as of September | of December 31, | |||
Main Account | 30, 2020 | 2019 | ||
Real Property | 3,786,700,416 (1) | 3,715,784,318 (1) | ||
Furniture and Fixtures | 92,883,325 | 108,022,601 | ||
Telecommunication, Audio and Video Equipment | 343,893,305 | 430,542,897 | ||
Computer Equipment | 369,031,218 | 479,798,550 | ||
Technical Equipment | 50,266,537 | 57,173,765 | ||
Workshop Machinery | 361,067,713 | 271,594,412 | ||
Tools | 47,976 | 70,821 | ||
Spare Parts | 11,954,268 | 21,617,610 | ||
Installations | 378,309,590 | 445,441,185 | ||
Vehicles | 19,102,734 | 34,570,380 | ||
Works-In-Progress | 945,958,363 | 1,197,213,785 | ||
Leasehold Improvements | 67,758,540 | 71,383,602 |
Subtotal | 6,426,973,985 | 6,833,213,926 | |
Allowance for Impairment of Property, Plant and Equipment | (13,410,720) | (20,040,471) | |
Total | 6,413,563,265 | 6,813,173,455 |
The following table details the changes in property, plant and equipment for the nine-month period ended September 30, 2020 and the equivalent period of the previous year:
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 17 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
2020 | 2019 | ||
Balances as of January 1 | 6,813,173,455 (1) | 6,796,412,066 (1) | |
Additions | 285,356,533 | 638,290,256 | |
Retirements | (50,190,132) | (9,239,327) | |
Transfers and other movements | (8,675,393) | - | |
Allowance for Impairment of Property, Plant and Equipment | - | (21,510,674) | |
Depreciation | (626,101,198) | (648,655,548) | |
Balances as of September 30 | 6,413,563,265 (1) | 6,755,296,773 (1) |
- Includes real property retired from active use for $ 693.37 million, $ 706.83 million, $ 683.99 million and $ $ 706.74 million as of January 1, 2020 and 2019 and September 30, 2020 and 2019, respectively.
5.8 Intangible Assets
Residual Value | Residual Value as | |||
as of September | of December 31, | |||
Main Account | 30, 2020 | 2019 | ||
Exploitation Rights and Licenses | 22,560,105 | 14,184,141 | ||
Exclusivity Agreements | 24,890,855 | 30,544,939 | ||
Other Rights | 50,584,889 | 89,782,226 | ||
Software | 228,735,820 | 257,229,548 | ||
Trademarks and Patents | 144,627,170 | 145,189,949 | ||
Projects in-Progress | 107,587,417 | 71,600,254 | ||
Other | 2,902,808 | 55,388,750 | ||
Subtotal | 581,889,064 | 663,919,807 | ||
Allowance for Impairment of Intangible Assets | (139,271,644) | (145,463,117) | ||
Total | 442,617,420 | 518,456,690 |
The following table details the changes in intangible assets for the nine-month period ended September 30,
2020 and in the equivalent period of the previous year:
2020 | 2019 | ||
Balances as of January 1 | 518,456,690 | 899,199,744 | |
Additions | 123,355,737 | 104,887,333 | |
Retirements | - | (43,153,126) | |
Transfers and other movements | 21,496,617 | 16,140 | |
Allowance for Impairment of Intangible Assets | - | (146,109,321) | |
Amortization | (220,691,624) | (290,885,694) | |
Balances as of September 30 | 442,617,420 | 523,955,076 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 18 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
5.9 Investments in Unconsolidated Affiliates
Value | Value | |||||
Recorded as | Recorded as | |||||
of September | of December | |||||
Main business activity | Country | Interest (%) (1) | 30, 2020 | 31, 2019 | ||
Included in assets | ||||||
Interest in Associates | ||||||
Papel Prensa | Manufacturing of Newsprint | Argentina | 49.00 | 906,239,321 | 942,551,584 | |
Other Investments | 46,261,233 | 42,845,890 | ||||
Interests in Joint Ventures | ||||||
TSC | Exploitation of events television | |||||
broadcasting rights | ||||||
Argentina | 50.00 | 17,436,830 | 19,211,365 | |||
TRISA | Production and exploitation of sports | |||||
events, advertising agency and | ||||||
financial and investing operations |
Canal Rural | Audiovisual production and sale of |
advertising | |
Impripost | Variable printing |
AGL | Printing |
Exponenciar | Organization, holding, production and |
commercial exploitation of exhibitions | |
and events, and/or promotion and/or | |
advertising for the purposes of | |
promoting various activities | |
Ríos de Tinta | Editorial activities |
Patagonik | Film producer |
- Interest in capital stock and votes.
Argentina | 50.00 | 1,126,420,550 | 612,717,382 | |
Argentina | 64.99 | 42,798,273 | 26,551,834 | |
Argentina | 50.00 | 71,464,997 | 26,058,388 | |
Argentina | 50.00 | 65,628,879 | 77,566,684 | |
Argentina | 50.00 | 70,015,942 | 43,496,656 | |
Mexico | 50.00 | 84,146,767 | 69,403,362 | |
Argentina | 33.33 | 188,705,260 | 172,967,743 | |
2,619,118,052 | 2,033,370,888 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 19 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
Equity in Earnings from Associates
September 30, | September 30, | ||
2020 | 2019 | ||
Papel Prensa | (36,312,457) | (46,403,037) | |
TRISA | 608,700,221 | 231,542,049 | |
AGL | (11,937,826) | (582,991) | |
Canal Rural | 16,246,438 | (187,624) | |
Ríos de Tinta | 21,047,667 | 21,957,211 | |
Impripost | 45,406,603 | (11,531,822) | |
Other Companies | 45,784,000 | 41,517,136 | |
688,934,646 | 236,310,922 |
5.10 Goodwill
Net Balances | Net balances | |||
as of | as of | |||
September 30, | December 31, | |||
Main Account | 2020 | 2019 | ||
Telecor (1) | - | 818,521,724 | ||
Pol-Ka(1) | - | 193,906,607 | ||
Telba (1) | - | 78,859,273 | ||
Bariloche TV | 27,670,696 | 27,670,696 | ||
Other | 19,827,478 | 19,827,478 | ||
Total | 47,498,174 | 1,138,785,778 |
- In this period, an allowance was set up in connection with the goodwill of Pol-Ka, Telba and Telecor based on the situations described under Note 12.
5.11 Other Investments
September 30, | December 31, | |||
2020 | 2019 | |||
Non-Current | ||||
Financial Instruments | 13,437,910 | - | ||
13,437,910 | - | |||
Current | ||||
Financial Instruments | 526,478,730 | 196,601,281 | ||
Securities | 33,312,308 | 81,518 | ||
Mutual Funds | 1,325,299,636 | 667,480,717 | ||
1,885,090,674 | 864,163,516 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 20 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
5.12 Other Receivables
September 30, | December 31, | ||||
2020 | 2019 | ||||
Non-Current | |||||
Tax Credits | 137,390,145 | 283,322,745 | |||
Deposits in Guarantee | 12,301,773 | 3,009,105 | |||
Advances | 1,125,762 | 1,984,583 | |||
Related Parties | 7,316,700 | 35,774,630 | |||
Other | 3,584,473 | 3,161,126 | |||
Allowance for Other Bad Debts | (4,068,418) | (5,666,498) | |||
157,650,435 | 321,585,691 | ||||
Current | |||||
Tax Credits | 1,526,590,612 | 1,439,985,998 | |||
Court-ordered and Guarantee Deposits | 15,758,718 | 27,517,986 | |||
Prepaid Expenses | 111,275,186 | 84,718,535 | |||
Advances | 195,500,981 | 142,551,673 | |||
Related Parties | 91,550,539 | 78,113,981 | |||
Dividends Receivable | 22,501,816 | - | |||
Sundry Receivables | 20,970,725 | 29,822,367 | |||
Other | 99,087,863 | 131,543,515 | |||
Allowance for Other Bad Debts | (44,834,592) | (61,086,300) | |||
2,038,401,848 | 1,873,167,755 | ||||
5.13 Inventories | |||||
September 30, | December 31, | ||||
2020 | 2019 | ||||
Non-Current | |||||
Film Products and Rights | 62,366,026 | 21,984,757 | |||
62,366,026 | 21,984,757 | ||||
Current | |||||
Raw Materials and Supplies | 588,188,208 | 795,076,597 | |||
Finished Goods | 343,291,827 | 468,481,668 | |||
Film Products and Rights | 208,081,439 | 364,705,376 | |||
Subtotal | 1,139,561,474 | 1,628,263,641 | |||
Less: Allowance for Impairment of Inventories | (23,865,779) | (23,539,021) | |||
1,115,695,695 | 1,604,724,620 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 21 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
5.14 Trade Receivables
September 30, | December 31, | ||||
2020 | 2019 | ||||
Non-Current | |||||
Trade Receivables | 58,081,667 | 51,068,322 | |||
58,081,667 | 51,068,322 | ||||
Current | |||||
Trade Receivables | 6,308,043,296 | 6,781,341,474 | |||
Related Parties | 519,430,823 | 635,101,894 | |||
Allowance for Bad Debts | (411,303,976) | (322,064,117) | |||
6,416,170,143 | 7,094,379,251 | ||||
5.15 Debt | |||||
September 30, | December 31, | ||||
2020 | 2019 | ||||
Non-Current | |||||
Financial Debt | 1,275,042,038 | 1,098,930,558 | |||
For Acquisition of Equipment | 13,397,569 | 639,819 | |||
1,288,439,607 | 1,099,570,377 | ||||
Current | |||||
Bank Overdraft | 243,938,142 | 438,972,636 | |||
Financial Debt | 92,751,509 | 700,734,187 | |||
For Acquisition of Equipment | 11,160,140 | 8,330,529 | |||
Related Parties | 16,375,725 | 17,840,840 | |||
Interest and Restatement | 10,983,972 | 22,971,801 | |||
375,209,488 | 1,188,849,993 |
The following table details the changes in loans and indebtedness for the nine-month period ended September 30, 2020 and the equivalent period of the previous year:
2020 | 2019 | ||
Balances as of January 1 | 2,288,420,370 | 2,206,128,448 | |
New Loans and Financing | 757,008,500 | 2,124,459,633 | |
Accrued Interest | 212,070,536 | 580,209,493 | |
Exchange rate fluctuations | 354,428,943 | 490,810,100 | |
Gain (Loss) on Net Monetary Position | (406,754,154) | (705,353,851) | |
Payment of Interest | (231,352,008) | (538,477,181) | |
Payment of Principal | (1,310,173,092) | (1,540,080,816) | |
Balances as of September 30 | 1,663,649,095 | 2,617,695,826 |
5.15.1 AGEA and subsidiaries
As of September 30, 2020, AGEA has executed overdraft facility agreements with banks for up to $ 149 million, which accrue interest at an annual fixed nominal rate of between 24% and 35%.
As of September 30, 2020, the directly controlled companies CIMECO, OSA and UNIR executed overdraft facility agreements with banks for up to $ 20 million, $ 37 million, and $ 50 million, respectively, which accrue
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 22 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
interest at an annual fixed nominal rate of between 25% and 49%. In addition, the indirectly controlled companies DLA and LVI executed overdraft facility agreements with banks for up to $ 66 million and $ 100 million, respectively, which accrue interest at an annual fixed nominal rate of between 29% and 49%.
On July 5, 2019, AGEA executed a loan agreement with Industrial and Commercial Bank of China (Argentina) S.A. ("ICBC Argentina") for US$ 157,902, due on January 6, 2020, which accrued interest on a monthly basis at an annual fixed rate of 8.01%. Principal and interest were repaid at maturity.
On July 11, 2019, AGEA executed a loan agreement with ICBC Argentina for US$ 118,160, due on January 10, 2020, which accrued interest on a monthly basis at an annual rate equivalent to LIBOR plus 5.85%. Principal and interest were repaid at maturity.
On July 17, 2019, AGEA executed a loan agreement with ICBC Argentina for US$ 299,980, due on January 15, 2020, which accrued interest on a monthly basis at an annual rate equivalent to LIBOR plus 5.85%. Principal and interest were repaid at maturity.
On July 29, 2019, AGEA executed a loan agreement with ICBC Argentina for US$ 161,096, due on January 27, 2020, which accrued interest on a monthly basis at an annual rate equivalent to LIBOR plus 5.80%. Principal and interest were repaid at maturity.
On August 1, 2019, AGEA executed a loan agreement with ICBC Argentina for US$ 299,155, due on January 31, 2020, which accrued interest on a monthly basis at an annual rate equivalent to LIBOR plus 5.90%. Principal and interest were repaid at maturity.
On October 22, 2019, AGEA executed a loan agreement with JP Morgan Chase Bank, NA ("JPM") for US$ 4.5 million due on July 31, 2022. Said loan accrues interest at an annual rate equivalent to LIBOR plus 0.9% on the outstanding amount of the loan, payable on a quarterly basis. During this period, said company prepaid principal in the amount of US$ 124,000.
On February 4, 2020, DLA executed a loan agreement with JPM for US$ 0.9 million. Said loan accrues interest at an annual rate equivalent to LIBOR plus 0.9% on the outstanding amount of the loan, payable on a quarterly basis. Principal is due at maturity, i.e. on July 31, 2022. During this period, JPM disbursed the full loan amount.
On April 24, 2020, LVI entered into a loan agreement with Banco Macro S.A. for $ 6.2 million, with a 6-month term, which accrues interest on a monthly basis at a fixed annual rate of 34%. Principal and interest are payable in 3 consecutive monthly installments. The first installment was due on August 17, 2020.
On May 8, 2020, LVI entered into a loan agreement with Banco de Córdoba S.A. for $ 5 million, with a 12- month term, which accrues interest on a monthly basis at a fixed annual rate of 29%. Principal and interest are payable in 9 consecutive monthly installments. The first installment was due on September 7, 2020.
On July 29, 2020, UNIR executed a loan agreement with Banco de la Ciudad de Buenos Aires for $ 36,282,358. Said loan accrues interest at an average annual rate equivalent to BADCOR plus 3% on the outstanding amount of the loan, payable on a quarterly basis. Principal will be repaid in three consecutive semi-annual installments. The first installment is due on January 20, 2021. As collateral for such loan, UNIR delivered government securities "Debt Securities issued by the City of Buenos Aires under Law No. 6,282" for a nominal value of $ 40,313,731. The Company is the holder of all the creditor's rights. In addition, UNIR undertook certain obligations and covenants under the above-mentioned loan.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 23 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
5.15.2 GCGC and subsidiaries
On January 13, 2020, GCGC executed a loan agreement with JPM for US$ 800,000, due on December 31, 2022. Said loan accrues interest at a rate equivalent to LIBOR plus 0.9%. Interest is calculated on outstanding balances and is payable on a quarterly basis.
5.15.3 ARTEAR
In connection with the information disclosed in Note 5.12.3 to the Company's annual consolidated financial statements as of December 31, 2019, on March 31, 2020, ARTEAR repaid US$ 148,164 with the corresponding interest on the loan held with Banco de Galicia y Buenos Aires S.A.U. On April 1, 2020, ARTEAR repaid in full the loan for US$ 2.5 million.
On April 1, 2020, ARTEAR repaid in full the loan for US$ 2.5 million held with ICBC Argentina.
On May 18, 2020, ARTEAR repaid in full the loan for US$ 3 million held with Industrial and Commercial Bank of China Limited y Dubai (DIFC) Branch.
5.15.4 RMSA
As of September 30, 2020, Radio Mitre entered into a repo transaction for $ 59 million. It was a short-term transaction, which as of that date accrued interest at an annual average rate of 20%. As collateral for the loan, Frecuencia Producciones Publicitarias S.A., a subsidiary of Radio Mitre, holds an investment of US$ 0.6 million in the company with which Radio Mitre executed the transaction.
5.16 Other Liabilities
September 30, | December 31, | ||
2020 | 2019 | ||
Non-Current | |||
Deposits in Guarantee | 2,000 | 2,446 | |
Call Options | 228,540,000 | 211,278,475 | |
Other | 3,780,887 | 12,609,616 |
232,322,887 | 223,890,537 | |||
Current | ||||
Advances from Customers | 492,645,709 | 438,457,701 | ||
Related Parties | 5,765,627 | 12,521,314 | ||
Revenues to be Accrued | 326,413,323 | 337,043,614 | ||
Other | 136,565,138 | 208,300,987 | ||
961,389,797 | 996,323,616 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 24 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
5.17 Trade and Other Payables
September 30, | December 31, | |||
2020 | 2019 | |||
Non-Current | ||||
Suppliers and Trade Provisions | 1,879,738 | 6,647,049 | ||
Employer's Contributions | 42,151,980 | 76,088,555 | ||
44,031,718 | 82,735,604 | |||
Current | ||||
Suppliers and Trade Provisions | 4,328,381,848 | 4,414,505,343 | ||
Related Parties | 170,321,759 | 151,555,957 | ||
Employer's Contributions | 1,928,409,685 | 2,002,254,992 | ||
6,427,113,292 | 6,568,316,292 |
5.18 Right-of-Use Assets and Lease Liabilities
The following table shows the changes in the item right-of-use assets:
2020 | 2019 | ||
Balances as of January 1 | 115,098,252 | - | |
Effect of adopting new accounting policy | - | 227,175,070 | |
Balances as of January 1, restated | 115,098,252 | 227,175,070 | |
Additions | 45,686,361 | 44,744,691 | |
Retirements (1) | (6,630,958) | (10,962,169) | |
Amortization | (75,004,399) | (113,076,324) | |
Balances as of September 30 | 79,149,256 | 147,881,268 |
- Included under Other Income and Expenses, net in the Consolidated Statement of Comprehensive Income.
The following is the evolution of Lease Liabilities:
2020 | 2019 | ||
Balances as of January 1 | 114,800,075 | - | |
Effect of adopting new accounting policy | - | 227,175,070 | |
Balances as of January 1, restated | 114,800,075 | 227,175,070 | |
Interest (1) | 19,576,637 | 49,673,710 | |
Other Financial Results (1) (3) | (17,413,210) | - | |
Exchange Differences (1) | 7,141,704 | 28,805,288 | |
Additions (2) | 45,686,361 | 44,744,691 | |
Gain (Loss) on Net Monetary Position | (20,403,404) | (61,764,570) | |
Retirements (4) | (5,946,866) | (10,241,608) | |
Payments | (59,221,911) | (129,634,914) | |
Balances as of September 30 | 84,219,386 | 148,757,667 |
- Included under financial expenses on debt in the Consolidated Statement of Comprehensive Income.
- Discounted at a borrowing rate of between 30.59% and 44.08% for agreements denominated in Argentine pesos.
- Includes reductions / waivers of installments of certain real property lease agreements.
- Included under Other Income and Expenses, net in the consolidated Statement of Comprehensive Income.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 25 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
NOTE 6 - PROVISIONS AND OTHER CONTINGENCIES
The following are the main contingent situations affecting the Company and its subsidiaries, as well as the significant changes, if any, that took place after the issue of the Company's consolidated financial statements as of December 31, 2019, in connection with the rest of the contingent situations described in those financial statements.
6.1 Claims and Disputes with Governmental Agencies
-
In connection with the decisions made at the Company's Annual Ordinary Shareholders' Meeting held on
April 28, 2011, on September 1, 2011 the Company was served notice of an injunction issued in re "National Social Security Administration v. Grupo Clarín S.A. re ordinary proceeding" whereby the Company may not in any way dispose, in part or in whole, of the $ 387,028,756 in historical currency as of that date recorded under the retained earnings account, other than to distribute dividends to the shareholders.
On the same date, the Company was served notice of a claim brought by Argentina's National Social
Security Administration requesting the nullity of the decision made on item 7 (Appropriation of Retained
Earnings) of the agenda of the Annual Ordinary Shareholders' Meeting held on April 22, 2010. On December 2, 2019, a decision was issued admitting the claim brought by Argentina's National Social Security Administration and declaring the nullification of the decision made on item 7 (Appropriation of Retained Earnings) of the agenda of said Shareholders' Meeting, at which the shareholders had resolved that the profits for the year 2009, of $ 290,146,539 in historical currency as of that date, be appropriated as follows: (i) $ 14,507,327 to the Legal Reserve and (ii) $ 275,639,212 to Retained Earnings. On the same date, the Company filed an appeal against such decision. As of the date of these financial statements, the Company submitted grounds for its appeal, which is still pending.
On November 1, 2011, the CNV issued Resolution No. 593, which provides that at shareholders' meetings in which financial statements are considered shareholders must expressly decide to, either distribute as dividends any retained earnings that are not subject to distribution restrictions and that may be disposed of pursuant to applicable law or capitalize such retained earnings and issue shares, or appropriate them to set up reserves other than legal reserves, or a combination of the above.
On July 12, 2013 the Company was served notice of Resolution No. 17,131; dated as of July 11, 2013 whereby the CNV declared that the administrative effects of the decisions adopted at the Annual General
Ordinary Shareholders' Meeting held on April 25, 2013 were irregular and ineffective, based on allegations that are absolutely false and irrelevant. According to the Company and its legal advisors, Resolution No. 17,131 is, among other things, null and void, because it lacks sufficient grounds and its enactment is a clear abuse of authority and a further step in the National Government's attempt to intervene in the Company. On October 11, 2013 Chamber No. V of the National Court of Appeals on Federal Administrative Matters issued an injunction in re "Grupo Clarín S.A. v. CNV - Resol No. 17,131/13 (File 737/13)" File No.
29,563/2013, whereby it suspended the effects of Resolution No. 17,131/2013 dated July 11, 2013 which had rendered irregular and with no effect for administrative purposes the Company's Annual Ordinary Shareholders' Meeting held on April 25, 2013. As of the date of these financial statements, the injunction is still in effect.
In August 2013, the Company was served notice of a nullification claim brought by Argentina's National
Social Security Administration relating to the Annual Ordinary Shareholders' Meeting held on April 28, 2011 whereby it requested the nullity of all the decisions made at such meeting and, as a default argument, the nullity of the decisions made on points 2, 4 and 7 of that meeting's agenda, as well as the nullity of the decisions made at the Extraordinary Meetings of Class A, B and A and B Shareholders. As of the date of these financial statements, the proceeding was in the discovery stage.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 26 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
On September 17, 2013, the Company was served notice of a nullification claim brought by Argentina's National Social Security Administration relating to the Annual Ordinary Shareholders' Meeting held on April 26, 2012 whereby it requested the nullity of all the decisions made at such meeting and, as a default argument, the nullity of the decisions made on points 8 and 4 of that meeting's agenda, as well as the nullity of the decisions made at the Extraordinary Meetings of Class A, B and A and B Shareholders. As of the date of these financial statements, the proceeding was in the discovery stage.
On March 21, 2014, the Company was served notice of a claim brought by Argentina's National Social Security Administration in re "National Social Security Administration v. GRUPO CLARÍN S.A. on Ordinary Proceeding" File No. 74,429, pending before the National Court of First Instance on Commercial Matters No. 17, Clerk's Office No. 34. This claim seeks to nullify and challenge the corporate decisions made at the Shareholders' Meeting held on April 25, 2013 and those made at the Board of Directors' Meeting held on April 26, 2013. As of the date of these financial statements, discovery proceedings have been initiated and evidence is being produced.
On September 16, 2014, the Company received a communication from its controlling shareholder, GC Dominio S.A., whereby that company informed that it had been summoned to court as a third party in re "National Social Security Administration v. Grupo Clarín S.A. on Ordinary Proceeding", pending before the National Court of First Instance on Commercial Matters No. 17, Clerk's Office No. 33. As of the date of these financial statements and as informed by GC Dominio S.A., that company has filed a response to the above-mentioned claim and the proceeding is in the discovery stage.
On November 10, 2016, the Company was served notice of a claim brought by Argentina's National Social Security Administration in re "National Government - Ministry of Economy and Finance v. GRUPO CLARÍN S.A. on Ordinary Proceeding" File -22,658/2015, pending before the National Court of First Instance on Commercial Matters No. 17, Clerk's Office No. 34. This claim seeks to nullify and challenge the corporate decisions made at the Shareholders' Meeting held on April 28, 2015. As of the date of these financial statements, the Company has filed a response, produced evidence and made its final statement.
On April 3, 2017, the Company was served notice of a claim brought by Argentina's National Social Security Administration in re "National Government - Ministry of Economy and Finance v. GRUPO CLARÍN S.A. on Ordinary Proceeding" File -22,832/2014, pending before the National Court of First Instance on Commercial Matters No. 17, Clerk's Office No. 34. This claim seeks to nullify and challenge the corporate decisions made at the Shareholders' Meeting held on April 29, 2014. As of the date of these financial statements, the Company has filed a response, produced evidence and made its final statement.
According to the Company and its legal advisors, the outstanding claims requesting the nullification of the Shareholders' Meetings have no legal grounds. Therefore, they believe that the Company will not have to face adverse consequences in this regard.
- In February 2016, Radio Mitre was served notice of a claim seeking to extend to Radio Mitre the bankruptcy of one of its subsidiaries, Cadena País Producciones Publicitarias S.A., in connection with a case pending before one of the National Courts of First Instance on Commercial Matters of the City of Buenos Aires. On April 30, 2020, the court of first instance dismissed the claim brought against Radio Mitre and Cadena País Producciones Publicitarias S.A. The claimant filed an appeal against such decision. Our legal advisors believe that Radio Mitre has sufficient legal and factual grounds to support its position contrary to that claim and, therefore, they do not foresee any adverse effects that may be derived from this situation.
NOTE 7 - FINANCIAL INSTRUMENTS
Grupo Clarín's activities are exposed to several financial risks: Market risk (including exchange risk, fair value interest rate risk and price risk), credit risk and liquidity risk.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 27 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
The following table shows the monetary assets and liabilities denominated in US dollars, which is the foreign currency most commonly used in Grupo Clarín's operations as of September 30, 2020 and December 31, 2019:
(in millions | (in millions | |||
of Argentine | of Argentine | |||
pesos) | pesos) | |||
September | December | |||
30, 2020 | 31, 2019 | |||
ASSETS | ||||
Other Receivables | 31 | 31 | ||
Trade Receivables | 409 | 468 | ||
Other Investments | 559 | 82 | ||
Cash and Banks | 573 | 1,359 | ||
Total assets | 1,572 | 1,940 | ||
LIABILITIES | ||||
Financial Debt | 1,291 | 1,715 | ||
Other Liabilities | 53 | 46 | ||
Trade and Other Payables | 1,302 | 1,272 | ||
Total Liabilities | 2,646 | 3,033 |
Bid/offered exchange rates as of September 30, 2020 and December 31, 2019 were of $ 75.98 / $ 76.18 and 59.69 / $ 59.89; respectively.
7.1 Financial Instruments at Fair Value
The following table shows Grupo Clarín's financial assets and liabilities measured at fair value at the closing of the reporting period and year, respectively (amounts stated in millions of Argentine pesos):
Other Significant | |||||
September 30, | Quoted Prices | Observable Items | |||
2020 | (Level 1) | (Level 2) | |||
Assets | |||||
Current Investments | 1,363 | 1,359 | 4 | ||
Other Significant | |||||
December 31, | Quoted Prices | Observable Items | |||
2019 | (Level 1) | (Level 2) | |||
Assets | |||||
Current Investments | 673 | 668 | 5 |
Financial assets and liabilities at fair value are measured using quoted prices for identical assets and liabilities (Level 1), and the prices of similar instruments arising from sources of information available in the market (Level 2). At the closing of the reporting period and year, Grupo Clarín did not have financial assets or liabilities at fair value for which a comparison had not been conducted against observable market data to determine their fair value (Level 3).
7.2 Fair Value of Financial Instruments
The book value of cash, accounts receivable and current liabilities is similar to their fair value, due to the short- term maturities of these instruments.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 28 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
The book value of receivables with estimated collection periods that extend through time, is measured considering the estimated collection period, the time value of money and the specific risks of the transaction at the time of measurement and, therefore, such book value approximates their fair value.
Non-current investments classified as loans and receivables have been measured at amortized cost, and their book value approximates their fair value.
The fair value of non-current financial liabilities (Level 2) is measured based on the future cash flows of those liabilities, discounted at a representative market rate available to Grupo Clarín for liabilities with similar terms (currency and remaining term) prevailing at the time of measurement.
The following table shows the estimated fair value of non-current financial liabilities (amounts stated in millions of Argentine pesos):
September 30, 2020 | December 31, 2019 | ||||||
Book Value | Fair Value | Book Value | Fair Value | ||||
Non-Current Financial Debt | 1,288 | 994 | 1,100 | 843 |
NOTE 8 - COVENANTS, SURETIES AND GUARANTEES PROVIDED
During the period, no additional guarantees were set up in addition to those mentioned in Note 17 to the Company's annual consolidated financial statements as of December 31, 2019.
NOTE 9 - RESERVES, RETAINED EARNINGS AND DIVIDENDS
a. Grupo Clarín
On April 30, 2020, at the Annual Ordinary Shareholders' Meeting of Grupo Clarín S.A., the shareholders decided, among other things, to absorb the negative balance of retained earnings as of December 31, 2019 through the partial reversal of the Paid-in capital.
b. Artear
On May 28, 2020, the shareholders of ARTEAR decided, among other issues, to appropriate the accumulated retained earnings as of December 31, 2019 that amounted to $ 341 million in historical currency as of that date ($ 417 million in constant currency as of September 30, 2020) as follows: (i) $ 157 million ($ 192 million in constant currency as of September 30, 2020) to increase the Legal Reserve and (ii) $ 184 million ($ 225 million in constant currency as of September 30, 2020) to increase the voluntary reserve. In addition, the shareholders decided to delegate to the Board of Directors the power to partially reverse the Voluntary Reserve up to $ 250 million to pay dividends.
At the General Extraordinary Shareholders Meeting held on September 9, 2020, the shareholders of ARTEAR approved the partial reversal of the Voluntary Reserve in the amount of US$ 6,000,000 (equivalent to $ 448,230,000 as of that date at the exchange rate prevailing on the previous day). Such amount was appropriated to the distribution of dividends, of which approximately $ 434.22 million belonged to the Company, which were collected in the same month.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 29 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
c. TRISA
In April 2020, the shareholders of TRISA decided, among other things, to approve the distribution of dividends in the amount of $ 170 million ($ 190 million in constant currency as of September 30, 2020) of which $ 85 million ($ 95 million in constant currency as of September 30, 2020) corresponds to the Company on account of its indirect holding in that company. As of September 30, the Company collected $ 62.5 million and after the closing of the period it collected $ 11.2 million.
NOTE 10 - EARNINGS PER SHARE
The following table shows the net income (loss) and the weighted average of the number of common shares used in the calculation of basic earnings per share:
September | September | ||
30, 2020 | 30, 2019 | ||
Net Loss used in the Calculation of Basic | (708,676,514) | (865,867,366) | |
Earnings per Share: | |||
(708,676,514) | (865,867,366) | ||
Weighted Average of the Number of Common | |||
Shares used in the Calculation of Basic | |||
Earnings per Share | 106,774,519 | 106,774,519 | |
Earnings Per Share | (6.64) | (8.11) |
The weighted average of outstanding shares for the nine-month period ended September 30, 2020 was 106,774,519. Since no debt securities convertible into shares were recorded, the same weighted average should be used for the calculation of diluted earnings per share.
September | Septembe | ||
30, 2020 | r 30, 2019 | ||
Basic and Diluted Earnings per Share | (6.64) | (8.11) | |
Total Earnings per Share | (6.64) | (8.11) |
NOTE 11 - LAW No. 26,831 CAPITAL MARKETS
Capital Markets Law - Law No. 26,831, as amended
On December 28, 2012, Capital Markets Law No. 26,831 was published in the Official Gazette. This law eliminated the self-regulation of the capital market, granted new powers to the CNV, and repealed Law No. 17,811 and Decree No. 677/01, among other regulations. Law No. 26,831 became effective on January 28, 2013. As from its effective date, the Public Tender Offer regime applies to all listed companies.
Productive Financing Law
On May 11, 2018, Productive Financing Law No. 27,440 was published in the Official Gazette. This law introduced several amendments to the Capital Markets Law No. 26,831 regarding the extent of the powers of the CNV; the exercise of preemptive rights on shares offered through public offering in the case of capital increases; private placements; public tender offers; the jurisdiction of the federal commercial courts of appeals to review the resolutions issued or sanctions imposed by the CNV, among other amendments.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 30 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
With respect to public tender offers, under the previous regime, the offeror was obliged to formulate a "fair" price to be set by weighing the results of different company valuation methods, with a minimum floor related to the average market price for the six-month period immediately preceding the date of the agreement. Pursuant to the amendments introduced by Law No. 27,440 to the Capital Markets Law, the obligation is objective and consists in offering the higher of two existing prices: the price paid or agreed by the offeror during the 12 months immediately preceding the first day of the public tender offer period, and the average price of the securities subject to the offer during the semester immediately preceding the date of the announcement of the transaction under which the change of control is agreed upon.
On December 28, 2018, General Resolution No. 779/2018, whereby the CNV established the regulatory framework applicable to public tender offers, was published in the Official Gazette.
On August 20, 2013, at the request of Mr. Rubén Mario Szwarc, a minority shareholder of the Company, and by means of public deed number two hundred forty-five, the Company was served notice of the decision rendered by Chamber A of the National Court of Appeals on Commercial Matters on August 12, 2013, in re "SZWARC, Rubén Mario v. National Government and Others on injunction" File No. 011419/2013. That Chamber decided, among other things, (i) to declare the unconstitutionality of Sections 2, 4, 5, 9, 10, 11, 13, 15 and 16 of Law No. 26,854, and (ii) to order the provisional, injunctive suspension of Section 20, subsection a), second part, paragraphs I and II (or 1 and 2) of Law No. 26,831 and of all laws, rules or administrative acts issued or that may be issued pursuant to such legal provisions, with respect to Grupo Clarín S.A., until the judge that is finally declared competent to render a decision on the merits assumes full jurisdiction of the case and renders a final decision relating to the injunction.
NOTE 12 - IMPACT OF CORONAVIRUS
Given the magnitude of the spread of the virus called "Coronavirus" (COVID-19) at a global level, in Argentina, the National Government implemented a series of measures aimed at reducing the movement of the population, ordering the Mandatory and Preventive Social Isolation (MPSI) as from March 20, allowing the movement of only those people involved in the provision/production of essential or exempted services and products. The Government made changes to such isolation measures in different stages and may extend it as deemed necessary according to the epidemiological situation. As of the date of these interim condensed financial statements, the MPSI is still effective for certain jurisdictions, while other jurisdictions, such as the Metropolitan Area of Buenos Aires, are currently in the stage called "Mandatory and Preventive Social Distancing" (MPSD).
During this period, the Company has carried out its activities under challenging circumstances derived from the pandemic. Even though the print media, radio and audiovisual communication services, which are the Group's main businesses, have been exempted from the MPSI, the Company has experienced or is expected to experience the following impacts:
- A drop in advertising in the Group's media and, if the context described above continues for a long period, the levels of demand in the markets in which it operates are expected to be severely affected, mainly due to the cuts customers may make on their advertising budgets;
- A drop in circulation, with an impact on subscriptions as from the second quarter of the year;
- An increase in the overdue collection of receivables;
- Television audience levels were affected by the lack of production of certain prime time content, currently suspended due to the pandemic;
- Several difficulties that hinder our operations, such as:
-
Those related to the logistics regarding the commute of employees, performers and journalists; o The reconfiguration of some programs due to social distancing measures;
o The implementation of home office mainly for our back-office staff; o Strict sanitation, disinfection and prevention protocols at our offices;
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 31 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
- The incorporation of technologies required to ensure the virtual presence of talents in the production of contents.
In order to help companies mitigate the economic impacts of the pandemic, the National Government launched a series of financial aid measures. Among the companies that qualify for such financial aid, certain subsidiaries of the Company have benefited from the Emergency Assistance Program for Work and Production, whereby the National Government has assumed the burden of a portion of the wage costs and has allowed for reductions/deferment of the payment of certain employers' social security contributions.
In addition, the Group is engaged in other activities which have a smaller weight in the Group's operations taken as a whole, which were heavily affected since the MPSI entered into effect, such as the operations of Autosports, Pol-ka and Cúspide. These companies were forced to reduce or suspend most of their operations and the commercialization of their products. In the case of Pol-ka, the economic impacts have been very significant, because it has been unable to produce contents for the subsequent commercialization and, consequently, it is having difficulties in meeting its financial, commercial and labor commitments. Therefore, the continuity of its operations may be affected.
In addition, with respect to Pol-ka, at the Annual General Ordinary and Extraordinary Shareholders' Meeting held in July 2020, the shareholders of that company decided to increase its equity. Within the framework of said equity increase, and since ARTEAR exercised its preemptive and accretion rights, ARTEAR subscribed 34,476,636 non-endorsable, registered common shares with nominal value of $ 1 each, entitled to one vote per share and with a premium of $10.58 per issued share of Pol-ka. At the time of exercising the preemptive and accretion rights, ARTEAR paid in 25% of the value of the shares subscribed, and the remaining 75% shall be paid in within a term of two years, pursuant to the terms of the subscription and issuance of the new shares. As of September 30, 2020, ARTEAR paid in approximately $ 154.8 million and, subsequent to period-end, the amount of $ 140 million. As of the date of these interim condensed consolidated financial statements, the amount $ 104.4 million has still not been paid in.
Hence, ARTEAR holds a 91.3% interest in the capital stock and votes of Pol-ka. As of the date of these interim financial statements, the corresponding shares have still not been issued.
In accordance with the guidelines of IAS 36, the Company's Management has assessed whether there was any indication of impairment of any asset or group of assets. Based on our estimates, as mentioned in the previous paragraphs, the current and expected drop in the activities of the industries in which some of the Group's subsidiaries operate, mainly the print and audiovisual production industries, is an indicator of impairment. Therefore, as of September 30, 2020, the Company has reestimated the recoverable value of its fixed assets.
The recoverable amount of each CGU has been determined as per its value in use, calculated based on operating cash flows estimated in the financial budgets, which comprise a period ranging from one to three years. Cash flows not included in those periods are projected using a growth rate, assessed based on statistical data and historical indicators of Argentina, which does not exceed the long-term average growth of each business.
The gross margin used in each case for the calculation of the value in use allocated to each CGU arises from budgets prepared by each business for the period under consideration, which are in line with the historical data and the expectations regarding market development and evolution of the respective businesses.
The discount rate used in each case for the calculation of the value in use allocated to each CGU takes into account the risk-free rate, the country risk premium and the premium for risks specific to each business, and the indebtedness structure of each CGU. The rates used in the assessment show an average increase of 100 basic points against those used in the annual closing as of December 31, 2019.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 32 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
As of September 30, 2020, as a result of the recoverability assessment described above, the Company recognized impairment losses of 100% in the goodwill held by ARTEAR in Telecor, Telba and Pol-Ka for approximately $ 1,091 million, in constant currency as of such date, together with the impairment of certain assets of the latter.
The ultimate effects of COVID-19 and its impact on the global and local economy are unknown and impossible to be reasonably predicted. However, even though the Company has suffered and is expected to suffer short term effects, it does not expect that they will affect the continuity of the Group's businesses.
The Board of Directors is closely monitoring the evolution of the situation and taking the necessary measures available to preserve the safety and health of the employees and the Company's activities.
NOTE 13 - TAX REFORM IN ARGENTINA
In connection with Note 20 to the Company's annual consolidated financial statements as of December 31, 2019, Law No. 27,430 and its amending Law No. 27,468 provide that, effective as from fiscal years beginning on or after January 1, 2018, the inflation adjustment procedure set out in Title VI of the income tax law shall be applicable in fiscal years in which the variation of IPC is higher than 55%, 30% and 15% for fiscal years 2018, 2019, 2020, respectively.
As of September 30, 2020, the variation of the IPC was 22.3%. Therefore, the Company has calculated the income tax charge taking into consideration the inflation adjustment for tax purposes.
NOTE 14 - SUBSEQUENT EVENTS
- Within the framework of the Emergency Assistance Program for Work and Production mentioned in Note 12, on October 1, 2020, Banco de Galicia y Buenos Aires S.A.U. granted UNIR a loan at a subsidized rate for $ 5 million to pay salaries. Such loan will accrue interest at an annual fixed rate of 15%, payable in 12 equal consecutive monthly installments. The first installment of principal and interest is due on February 1, 2021.
- Within the framework of the Emergency Assistance Program for Work and Production mentioned in Note 12, on November 19, 2020, Banco Santander Rio S.A. granted DLA a loan at a subsidized rate for $ 2.5 million to pay salaries. Such loan will accrue interest at an annual fixed rate of 15%, payable in 12 equal consecutive monthly installments. The first installment of principal and interest is due on February 1, 2021.
- On October 13, 2020, AGEA and Botón de Pago S.A. incorporated a company under the corporate name Billetera Móvil S.A. ("BIMO") mainly engaged in the provision of electronic payment services. BIMO has a capital stock of $ 1,000,000, represented by 1,000,000 common shares with nominal value of $ 1 each, entitled to one vote per share. AGEA holds a 50% interest in the capital stock and votes of BIMO. As of the date of these interim condensed consolidated financial statements, the registration of BIMO is pending before the IGJ.
NOTE 15 - APPROVAL OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors of Grupo Clarín has approved the interim condensed consolidated financial statements and authorized their issuance for December 4, 2020.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Chair |
- 33 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
SUPPLEMENTARY FINANCIAL INFORMATION
As of September 30, 2020
1. COMPANY ACTIVITIES
Grupo Clarín is the most prominent and diversified media group in Argentina and one of the most important in the Spanish-speaking world. It has presence in the printed media, radio, broadcast and cable television, audiovisual content production, the printing industry and Internet. Its leadership in the different media is a competitive advantage that enables Grupo Clarín to generate significant synergies and expand into new markets. Its activities are grouped into three main segments: Printing and Publishing, Broadcasting and Programming and Other.
Among the main activities carried out during the period, the following were the most significant:
In the Printing and Publishing segment, Clarín continues to consolidate its digital subscription service and to add tools to serve the different readers segments in order to continue to offer our readers professional, investigative and specialized journalism, which is what has identified us for 75 years. In addition, the Company continued to publish its traditional newspapers and magazines, which were affected by the pandemic in terms of volumes sold. In addition, collectible products were adapted, both in terms of content and distribution method, in order to continue to generate high added-value and to meet the current needs of the readers in the diverse demographic groups.
In the Broadcasting and Programming Segment, as a consequence of the mandatory isolation measures derived from the pandemic, at "El trece", the airing of the fiction "Separadas" was suspended, the launch of Showmatch was postponed for next year and the single episodes produced by Polka were canceled. This change in the programming has affected the performance of "El trece", which was ranked second in terms of audience share. During prime time, El trece launched the show "Cantando 2020", continued airing "Bienvenidos a Bordo", an entertainment show hosted by Guido Kaczka, and the newscast "Telenoche". In the afternoon, El Trece airs "100 argentinos dicen", an entertainment show hosted by Darío Barassi, "Mamuschka", hosted by Mariana Fabiani, and the 10th season of "El gran premio de la cocina", with good audience ratings. The news signals showed good audience levels, among them, TN had a high performance and led audience ratings during most of the period. Despite the quarantine, Radio Mitre did not make changes to its programming and continues to lead audience ratings, both in AM and FM. Mitre AM 790 focuses its programming on strong journalistic productions supported by the high credibility and professionalism of its journalists. In addition, the following programs stood out: "Cada Mañana", hosted by Marcelo Longobardi, and "Lanata sin Filtro", hosted by Jorge Lanata. Radio Mitre's programming aired Mondays through Fridays, as well as during weekends, allowed it to lead audience ratings with 40 points of share. In addition, "La 100" continues to deliver an outstanding performance. It bases its formula on an ideal combination of music and constant innovation, backed by famous artists, such as Santiago del Moro and Guido Kaczka. "La 100" maintained its leadership with an average of 18 points, with historic record highs for the last ten years.
Grupo Clarín continues to be subject to the public offering regime in the BCBA and in the LSE.
See our report dated
December 4, 2020
PRICE WATERHOUSE & CO. S.R.L.
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
- 1 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
2. CONSOLIDATED FINANCIAL STRUCTURE
Note: the amounts are rounded and stated in thousands of Argentine Pesos. The figures under total amounts may not represent the exact arithmetic sum of the other figures in the table. Pursuant to CNV regulations, the following table shows the balances and results for the period, on a comparative basis with the prior periods, prepared under IFRS.
September 30, | September 30, | ||
2020 | 2019 | ||
Non-Current Assets | 10,631,939 | 11,555,603 | |
Current Assets | 12,572,528 | 15,266,110 | |
Total Assets | 23,204,467 | 26,821,713 | |
Equity of the Parent Company | 11,832,461 | 13,533,293 | |
Equity of Non-Controlling Interests | 84,633 | 74,527 | |
Total Equity | 11,917,095 | 13,607,820 | |
Non-Current Liabilities | 2,850,429 | 1,990,609 | |
Current Liabilities | 8,436,943 | 11,223,284 | |
Total Liabilities | 11,287,372 | 13,213,893 | |
Total Equity and Liabilities | 23,204,467 | 26,821,713 |
3. CONSOLIDATED COMPREHENSIVE INCOME STRUCTURE
Note: the amounts are rounded and stated in thousands of Argentine Pesos. The figures under total amounts may not represent the exact arithmetic sum of the other figures in the table. Pursuant to CNV regulations, the following table shows the balances and results for the period, on a comparative basis with the prior periods, prepared under IFRS.
September | September | September | ||||
30, 2020 | 30, 2019 | 30, 2018 | ||||
Operating Income (1) | 441,943 | 987,702 | 1,382,300 | |||
Financial Results | (498,444) | (1,522,000) | (1,720,959) | |||
Equity in Earnings from Associates | 688,935 | 236,311 | 393,490 | |||
Other Income and Expenses, net | (1,040,580) | (215,664) | 868,652 | |||
Income (Loss) before Income Tax | (408,146) | (513,651) | 923,482 | |||
Income Tax | (475,682) | (466,135) | (997,461) | |||
Net Loss for the Period | (883,828) | (979,787) | (73,979) | |||
Other Comprehensive Income (Loss) for the Period | (3,946) | (18,749) | (94,136) | |||
Total Comprehensive Income (Loss) for the Period | (887,774) | (998,535) | (168,115) |
- Defined as net sales less cost of sales and expenses.
See our report dated
December 4, 2020
PRICE WATERHOUSE & CO. S.R.L.
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
- 2 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
4. CASH FLOW STRUCTURE
Note: the amounts are rounded and stated in thousands of Argentine Pesos. The figures under total amounts may not represent the exact arithmetic sum of the other figures in the table. Pursuant to CNV regulations, the following table shows the balances and results for the period, on a comparative basis with the prior periods, prepared under IFRS.
September | September | September | ||||
30, 2020 | 30, 2019 | 30, 2018 | ||||
Cash flows provided by operating | ||||||
activities | 1,262,858 | 1,549,178 | 1,393,197 | |||
Cash Flows used in Investment | ||||||
Activities | (207,394) | (624,344) | (1,125,177) | |||
Cash Flows used in Financing Activities | (850,303) | (100,389) | (355,570) | |||
Total Cash (used) or provided for the | ||||||
period | 205,161 | 824,445 | (87,551) | |||
Financial Results (including Gain (Loss) | ||||||
on Net Monetary Position) of Cash And | ||||||
Cash Equivalents | (62,863) | 2,218 | (32,896) | |||
Total changes in cash | 142,298 | 826,663 | (120,446) |
5. STATISTICAL DATA
September 30, | September 30, | September | September | September | |||||
2020 | 2019 | 30, 2018 | 30, 2017 | 30, 2016 | |||||
Newspaper circulation (1) | 231,511 | 233,275 | 230,715 | 217,271 | 239,366 | ||||
Canal 13 audience share | |||||||||
Prime Time (2) | 31.1 | 35.4 | 34.3 | 36.8 | 32.4 | ||||
Total Time (2) | 30.3 | 32.6 | 31.7 | 33.3 | 31.4 |
- Average quantity of newspapers per day (Diario Clarín and Olé, includes digital subscription), pursuant to the Instituto Verificador de Circulaciones (this figure represents sales in Argentina and abroad).
- Share of prime-time audience of broadcast television stations in the Metropolitan Area of Buenos Aires, as reported by IBOPE. Prime time is defined as 8:00 PM to 12:00 AM, Monday through Sunday. Total time is defined as 12:00 PM to 12:00 AM, Monday through Sunday.
6. RATIOS
September | September | ||
30, 2020 | 30, 2019 | ||
Liquidity (current assets / current liabilities) | 1.49 | 1.36 | |
Solvency (equity / total liabilities) | 1.06 | 1.03 | |
Capital assets (non-current assets / total assets) | 0.46 | 0.43 |
See our report dated
December 4, 2020
PRICE WATERHOUSE & CO. S.R.L.
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
- 3 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
7. OUTLOOK
The year 2020 began in an unexpected way for the society as a whole, not only in Argentina, but also in the rest of the world. Given the magnitude of the spread of the virus called COVID-19 just like the governments around the world, in Argentina, the National Government ordered strong social isolation measures aimed at reducing the movement of the population, allowing the movement of only those people involved in the provision/production of essential services and products. The Government made changes to these isolation measures depending on the evolution of the epidemiological situation in different regions of Argentina, with progress and setbacks in the levels of restriction on the movement of people and in the economic activities allowed by the Government.
As a consequence of the pandemic and after several months of isolation, the macroeconomic variables continued to deteriorate, coupled with a deep economic slowdown and recession of the national economy. The health emergency situation is expected to continue having a severe impact on the economic situation of the country, which had already showed difficulties by the end of 2019.
Even though the print media, radio and audiovisual communication services, which are the Company's main businesses have been exempted from the MPSI, and that the audience levels have remained stable, if this health emergency situation continues for a long period, the levels of demand in the markets in which it operates are expected to be severely affected, mainly due to the cuts advertisers may make on their advertising budgets.
The ultimate effects of COVID-19 and its impact on the global and local economy are still unknown. Therefore, as of the date of these financial statements, the Company cannot quantify the effects it will have on its business and on the results of the Company, although a further deterioration of the macroeconomic variables and of the activities as a whole is expected. Notwithstanding the foregoing, Grupo Clarín seeks to maintain its positioning in the production of contents, strengthening its presence in the traditional media, with a growing focus on digital media. In addition, Grupo Clarín seeks to leverage its positioning and access to opportunities for growth in the Argentine and regional industry to strengthen and develop its current businesses.
The Company will continue to focus on the core processes that allow for a sustainable and efficient growth from different perspectives: financial structure, management control, business strategy, human resources, innovation and corporate social responsibility. Lastly, Grupo Clarín remains committed to informing with independence, to reaching all sectors of society and to supporting the quality and credibility values of its media.
See our report dated
December 4, 2020
PRICE WATERHOUSE & CO. S.R.L.
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17JORGE CARLOS RENDO
Chair
- 4 -
Free translation from the original prepared in Spanish
REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
To the Shareholders, President and Directors of
Grupo Clarín S.A.
Legal domicile: Piedras 1743
Autonomous City of Buenos Aires
CUIT No 30-70700173-5
Introduction
We have reviewed the attached interim condensed consolidated financial statements of Grupo Clarín S.A. and its controlled subsidiaries (the "Company") which comprise the consolidated statement of financial position at September 30, 2020, the consolidated statement of comprehensive income for the nine-month and three-month periods ended at September 30, 2020 and the consolidated statements of changes in equity and of cash flows for the nine-month period ended on that date and selected explanatory notes.
The balances and other information corresponding to fiscal year 2019 and its interim periods are an integral part of the above-mentioned financial statements and, therefore, should be considered in relation to those financial statements.
Management's responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of the financial statements in accordance with International Financial Reporting Standards, adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE, for its Spanish acronym) as professional accounting standards and incorporated by the Argentine Securities Commission (CNV, for its Spanish acronym) to its regulations, as approved by the International Accounting Standards Board (IASB) and, therefore, is responsible for the preparation and presentation of the interim condensed consolidated financial statements mentioned in the first paragraph in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34).
Scope of our review
Our review was limited to the application of the procedures established by International Standard on Review Engagements ISRE 2410 "Review of interim financial information performed by the independent auditor of the entity", which was adopted as review standard in Argentina by Technical Resolution No. 33 of the FACPCE as it was approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of making inquiries to the Company´s personnel responsible for preparing the information included in the interim condensed consolidated financial statements and applying analytical and other review procedures. The scope of this review is substantially less than an audit conducted in accordance with International Standards on Auditing, and consequently, a review does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated financial position, consolidated comprehensive income and consolidated cash flows of the Company.
- 5 -
Price Waterhouse & Co. S.R.L., Bouchard 557, piso 8°, C1106ABG - Ciudad de Buenos Aires T: +(54.11) 4850.0000, F: +(54.11) 4850.1800, www.pwc.com/ar
Price Waterhouse & Co. S.R.L. es una firma miembro de la red global de PricewaterhouseCoopers International Limited (PwCIL). Cada una de las firmas es una entidad legal separada que no actúa como mandataria de PwCIL ni de cualquier otra firma miembro de la red.
Conclusion
Based on our review, nothing has come to our attention that caused us to believe that the interim condensed consolidated financial statements mentioned in the first paragraph of this report, are not prepared, in all material respects, in accordance with International Accounting Standard 34.
Report on compliance with current regulations
In accordance with current regulations, in respect to Grupo Clarín S.A., we report that:
-
the interim condensed consolidated financial statements of Grupo Clarín S.A. have been transcribed to the "Inventory and Balance Sheet" book and comply with the General Associations
Law and pertinent resolutions of the Argentine Securities Commission, as regards those matters that are within our competence; - the interim condensed separate financial statements of Grupo Clarín S.A. arise from accounting records kept in all formal respects in conformity with legal provisions;
- we have read the supplementary financial information, on which, as regards those matters that are within our competence, we have no observations to make;
- at September 30, 2020, the debt accrued in favor of the (Argentine) Integrated Social Security System of Grupo Clarín S.A. according to the Company's accounting records and calculations amounted to $ 3,259,089, none of which was claimable at that date.
Autonomous City of Buenos Aires, December 4, 2020
PRICE WATERHOUSE & CO. S.R.L.
by | (Partner) |
Alejandro J. Rosa |
- 6 -
2
GRUPO CLARÍN S.A.
Interim Condensed Separate Financial Statements
for the nine-month period ended September 30, 2020 presented on a comparative basis.
English free translation of the Financial Statements and Reports originally issued in Spanish.
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
SEPARATE STATEMENT OF COMPREHENSIVE INCOME
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019
AND THE THREE-MONTH PERIODS BEGINNING ON JULY 1
AND ENDED ON SEPTEMBER 30, 2020 AND 2019 (Amounts stated in Argentine Pesos - Note 2.1.1)
July 1, 2020 | July 1, 2019 | |||||||
through | through | |||||||
September | September 30, | September 30, | September | |||||
Notes | 30, 2020 | 2019 | 2020 | 30, 2019 | ||||
Equity in Earnings from Associates | 4.3 | (689,585,968) | (661,764,186) | (445,285,037) | (549,624,346) | |||
Management fees | 397,773,710 | 411,324,370 | 124,225,630 | 123,887,605 | ||||
Administrative Expenses (1) | 5 | (396,190,957) | (519,782,284) | (128,944,896) | (220,423,075) | |||
Other Income and Expenses, net | (2,960,878) | (15,355,051) | 1,303,671 | (2,150,858) | ||||
Financial Expenses on Debt | 4.10 | (1,661,472) | (524,521) | (1,058,689) | (332,007) | |||
Gain (Loss) on Net Monetary Position | (35,678,829) | (524,580,030) | (17,495,495) | (186,849,082) | ||||
Other Financial Results, net | 4.11 | 124,543,939 | 441,371,759 | 48,167,337 | 225,841,750 | |||
Financial Results | 87,203,638 | (83,732,792) | 29,613,153 | 38,660,661 | ||||
Income (Loss) before Income Tax | (603,760,455) | (869,309,943) | (419,087,479) | (609,650,013) | ||||
Income Tax | (104,916,059) | 3,442,577 | (41,876,480) | 11,249,832 | ||||
Net Loss for the Period | (708,676,514) | (865,867,366) | (460,963,959) | (598,400,181) | ||||
Other Comprehensive Income | ||||||||
Items which can be reclassified to Net | ||||||||
Income (Loss) | ||||||||
Variation in Translation Differences of Foreign | ||||||||
Operations | (3,946,321) | 1,130,682 | 4,788,149 | 1,811,562 | ||||
Other Comprehensive Income (Loss) for the | ||||||||
Period | (3,946,321) | 1,130,682 | 4,788,149 | 1,811,562 | ||||
TOTAL COMPREHENSIVE INCOME (LOSS) | ||||||||
FOR THE PERIOD | (712,622,835) | (864,736,684) | (456,175,810) | (596,588,619) | ||||
- Includes depreciation of property, plant and equipment and amortization of intangible assets in the amount of $ 49,799,064 and $ 30,501,626 for the nine-month periods ended September 30, 2020 and 2019, respectively.
The accompanying notes are an integral part of these interim condensed separate financial statements.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Dr. Alejandro J. Rosa | Chair |
Certified Public Accountant (UM) | ||
C.P.C.E.C.A.B.A. Vol. 286 Fol. 136 |
- 1 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
SEPARATE STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019 (Amounts stated in Argentine Pesos - Note 2.1.1)
Notes | September 30, | December 31, | ||
2020 | 2019 | |||
ASSETS | ||||
NON-CURRENT ASSETS | ||||
Property, Plant and Equipment | 4.1 | 2,350,218,791 | 2,393,543,993 | |
Intangible Assets | 4.2 | 8,029,630 | 12,144,699 | |
Investments in Unconsolidated | 4.3 | |||
Affiliates | 8,895,920,700 | 10,095,349,765 | ||
Other Receivables | 4.4 | 200,666,094 | 225,309,090 | |
Total Non-Current Assets | 11,454,835,215 | 12,726,347,547 | ||
CURRENT ASSETS | ||||
Other Receivables | 4.4 | 267,592,734 | 163,184,092 | |
Other Investments | 4.5 | 506,162,695 | 92,696,666 | |
Cash and Banks | 19,638,579 | 10,965,973 | ||
Total Current Assets | 793,394,008 | 266,846,731 | ||
Total Assets | 12,248,229,223 | 12,993,194,278 | ||
EQUITY (as per the corresponding | ||||
statement) | ||||
Shareholders' Contribution | 11,185,708,553 | 13,028,994,750 | ||
Other Items | 13,907,546 | 28,372,104 | ||
Retained Earnings | 632,845,270 | (501,764,413) | ||
Total Equity | 11,832,461,369 | 12,555,602,441 | ||
LIABILITIES | ||||
NON-CURRENT LIABILITIES | ||||
Deferred Tax Liabilities | 141,997,562 | 59,907,560 | ||
Total Non-Current Liabilities | 141,997,562 | 59,907,560 | ||
CURRENT LIABILITIES | ||||
Taxes Payable | 4.6 | 37,415,972 | 2,595,439 | |
Other Liabilities | 96,255,249 | 121,924,841 | ||
Trade and Other Payables | 4.7 | 140,099,071 | 253,163,997 | |
Total Current Liabilities | 273,770,292 | 377,684,277 | ||
Total Liabilities | 415,767,854 | 437,591,837 | ||
Total Equity and Liabilities | 12,248,229,223 | 12,993,194,278 |
The accompanying notes are an integral part of these interim condensed separate financial statements.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Dr. Alejandro J. Rosa | Chair |
Certified Public Accountant (UM) | ||
C.P.C.E.C.A.B.A. Vol. 286 Fol. 136 |
- 2 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
SEPARATE STATEMENT OF CHANGES IN EQUITY
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019 (Amounts stated in Argentine Pesos - Note 2.1.1)
Equity attributable to Shareholders of the Parent Company | ||||||||||||
Shareholders' Contribution | Other Items | Retained Earnings | ||||||||||
Inflation | ||||||||||||
Adjustment | Translation of | Total Equity of | ||||||||||
on Capital | Additional | Foreign | Other | Voluntary | Retained | Controlling | ||||||
Capital Stock | Stock | Paid-in Capital | Subtotal | Operations | Reserves | Legal Reserve | Reserves | Earnings | Interests | |||
Balances as of January 1, 2020 | 106,776,004 | 4,487,880,245 | 8,434,338,501 | 13,028,994,750 | 173,413,695 | (145,041,591) | - | 1,341,521,784 | (1,843,286,197) | 12,555,602,441 | ||
Reversal of Additional Paid-in Capital | ||||||||||||
(Note 10.a) | - | - | (1,843,286,197) | (1,843,286,197) | - | - | - | - | 1,843,286,197 | - | ||
Changes in minority interest in a | ||||||||||||
subsidiary | - | - | - | - | - | (10,518,237) | - | - | - | (10,518,237) | ||
Net Loss for the Period | - | - | - | - | - | - | - | - | (708,676,514) | (708,676,514) | ||
Other Comprehensive Income: | ||||||||||||
Variation in Translation Differences of | ||||||||||||
Foreign Operations | - | - | - | - | (3,946,321) | - | - | - | - | (3,946,321) | ||
Balances as of September 30, 2020 | (1) 106,776,004 | 4,487,880,245 | 6,591,052,304 | 11,185,708,553 | 169,467,374 | (155,559,828) | - | (2) 1,341,521,784 | (708,676,514) | 11,832,461,369 | ||
Balances as of January 1, 2019 | 106,776,004 | 4,487,880,245 | 10,804,762,479 | 15,399,418,728 | 172,554,672 | (145,041,591) | 153,829,141 | 11,270,656,011 | (12,453,387,346) | 14,398,029,615 | ||
Reversal of Reserves and Additional | ||||||||||||
Paid-in capital | - | - | (2,370,423,978) | (2,370,423,978) | - | - | (153,829,141) | (9,929,134,227) | 12,453,387,346 | - | ||
Net Loss for the Period | - | - | - | - | - | - | - | - | (865,867,366) | (865,867,366) | ||
Other Comprehensive Income: | ||||||||||||
Variation in Translation Differences of | ||||||||||||
Foreign Operations | - | - | - | - | 1,130,682 | - | - | - | - | 1,130,682 | ||
Balances as of September 30, 2019 | (1) 106,776,004 | 4,487,880,245 | 8,434,338,501 | 13,028,994,750 | 173,685,354 | (145,041,591) | - | (2) 1,341,521,784 | (865,867,366) | 13,533,292,931 |
- Includes 1,485 treasury shares. See Note 12.
- Corresponds to Judicial Reserve for Future Dividends Distribution
The accompanying notes are an integral part of these interim condensed separate financial statements.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Dr. Alejandro J. Rosa | Chair |
Certified Public Accountant (UM) | ||
C.P.C.E.C.A.B.A. Vol. 286 Fol. 136 |
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GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
SEPARATE STATEMENT OF CASH FLOWS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019
(Amounts stated in Argentine Pesos - Note 2.1.1)
September 30, | September 30, | ||
2020 | 2019 | ||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | |||
Net Loss for the Period | (708,676,514) | (865,867,366) | |
Income Tax | 104,916,059 | (3,442,577) | |
Accrued Interest, net | (21,358,190) | (219,650,745) | |
Adjustments to reconcile Net Loss for the Period to Cash used in | |||
Operating Activities: | |||
Depreciation of Property, Plant and Equipment and Amortization of | |||
Intangible Assets | 49,799,064 | 30,501,626 | |
Exchange Differences and Other Financial Results | (109,919,814) | (228,898,422) | |
Gain (Loss) on Net Monetary Position | 35,678,829 | 524,580,030 | |
Equity in Earnings from Associates | 689,585,968 | 661,764,186 | |
Changes in Assets and Liabilities: | |||
Other Receivables | (84,244,532) | (379,992,736) | |
Trade and Other Payables | (36,422,323) | 145,160,073 | |
Taxes Payable | 11,325,391 | (63,167,161) | |
Other Liabilities | (23,002,832) | 20,629,929 | |
Net Cash Flows used in Operating Activities | (92,318,894) | (378,383,163) | |
CASH FLOWS PROVIDED BY INVESTMENT ACTIVITIES | |||
Capital Contributions in Subsidiaries | - | (33,659,505) | |
Payments for Acquisition of Property, Plant and Equipment | (2,643,223) | (13,520,353) | |
Payments for Acquisition of Intangible Assets | - | (466,923) | |
Loans Granted | - | (55,891,607) | |
Collections of Loans | 8,147,076 | 49,949,713 | |
Collections of Interest | - | 14,123,026 | |
Dividends Collected | 495,378,535 | - | |
Net Cash Flows provided by / (used in) Investment Activities | 500,882,388 | (39,465,649) | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | |||
Payment of Interest | (1,661,472) | (524,521) | |
Net Cash Flows used in Financing Activities | (1,661,472) | (524,521) | |
FINANCIAL RESULTS (INCLUDING GAIN (LOSS) ON NET MONETARY | |||
POSITION) OF CASH AND CASH EQUIVALENTS | 15,236,613 | 78,336,155 | |
Net Increase (Decrease) in Cash Flow | 422,138,635 | (340,037,178) | |
Cash and Cash Equivalents at the Beginning of the Year | 103,662,639 | 457,002,059 | |
Cash and Cash Equivalents at the End of the Period (Note 2.3) | 525,801,274 | 116,964,881 |
The accompanying notes are an integral part of these interim condensed separate financial statements.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Dr. Alejandro J. Rosa | Chair |
Certified Public Accountant (UM) | ||
C.P.C.E.C.A.B.A. Vol. 286 Fol. 136 |
- 4 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
INDEX OF THE NOTES TO THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS
- GENERAL INFORMATION
- BASIS FOR THE PREPARATION AND PRESENTATION OF THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS
- ACCOUNTING ESTIMATES AND JUDGMENTS
- BREAKDOWN OF MAIN ITEMS
- INFORMATION REQUIRED UNDER ARTICLE 64, SUBSECTION b) OF LAW No. 19,550
- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
- TERMS AND INTEREST RATES OF INVESTMENTS, RECEIVABLES AND LIABILITIES
- PROVISIONS AND OTHER CONTINGENCIES
- FINANCIAL INSTRUMENTS
- RESERVES, RETAINED EARNINGS AND DIVIDENDS
- LAW No. 26,831 CAPITAL MARKETS
- CAPITAL STOCK STRUCTURE
- INFORMATION REQUIRED UNDER CNV RESOLUTION No. 629 - RECORD KEEPING
- IMPACT OF CORONAVIRUS
- TAX REFORM IN ARGENTINA
- APPROVAL OF THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 5 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
GRUPO CLARÍN S.A.
NOTES TO THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2020,
PRESENTED ON A COMPARATIVE BASIS (Amounts stated in Argentine Pesos - Note 2.1.1)
NOTE 1 - GENERAL INFORMATION
Grupo Clarín is a holding company that operates in the Media industry. Its operating income and cash flows derive from the operations of its subsidiaries in which it participates directly or indirectly.
The operations of its subsidiaries include newspaper and other printing, publishing and advertising activities, broadcast television, radio operations and television content production, on-line and new media services, and other media related activities. A substantial portion of its revenues is generated in Argentina.
NOTE 2 - BASIS FOR THE PREPARATION AND PRESENTATION OF THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS
2.1 Basis for the preparation
Through General Resolutions No. 562/09 and No. 576/10, the Argentine Securities Commission ("CNV", for its Spanish acronym) provided for the application of Technical Resolutions ("TR") No. 26 and No. 29 issued by the Argentine Federation of Professional Councils of Economic Sciences ("FACPCE", for its Spanish acronym), which adopt the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") for entities subject to the public offering regime governed by Law No. 26,831, whether on account of their equity or their notes, or which have requested authorization to be subject to such regime. The FACPCE issues Adoption Communications in order to implement IASB resolutions in Argentina.
Technical Resolution No. 43 "Amendment of Technical Resolution No. 26", effective for fiscal years beginning on or after January 1, 2016, sets out that separate financial statements shall be prepared fully in accordance with IFRS without applying any changes, i.e. complying with the full contents of those standards as issued by the IASB and with the mandatory or guiding provisions established by IASB in each document. That Resolution provides that for its disclosure in separate financial statements of entities that are required to present consolidated financial statements, the investments in subsidiaries, joint ventures and associates shall be valued under the equity method as set out by IFRS.
In preparing these interim condensed separate financial statements for the nine-month period ended September 30, 2020, presented on a comparative basis, the Company has followed the guidelines provided by TR 43, and, therefore, these financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting". Certain additional matters were included as required by the Argentine General Associations Law and/or CNV regulations, including the supplementary information provided under the last paragraph of Section 1, Chapter III, Title IV of General Resolution No. 622/13. That information is included in the Notes to these separate financial statements, as provided under IFRS and CNV rules.
The interim condensed separate financial statements have been prepared in accordance with the accounting policies the Company expects to adopt in its annual separate financial statements as of December 31, 2020. The accounting policies are based on the IFRS issued by the IASB and the interpretations issued by the IFRIC, which the Company expects will be applicable at such date.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee | |
- 6 - |
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
The financial statements have been prepared based on the restated historical cost, as mentioned in Note 2.1.1, except for the measurement at fair value of certain non-current assets and financial instruments. In general, the historical cost is based on the fair value of the consideration granted in exchange for the assets.
These interim condensed separate financial statements should be read together with the Company's annual financial statements as of December 31, 2019 prepared under IFRS.
The accounting policies used in the preparation of these interim condensed separate financial statements are consistent with those used in the preparation of the financial statements as of December 31, 2019.
Certain figures reported in the financial statements presented on a comparative basis were reclassified in order to maintain the consistency in the disclosure of the figures corresponding to this period.
The attached information, approved by the Board of Directors at the meeting held on December 4, 2020, is presented in Argentine Pesos ($), the Argentine legal tender, and arises from accounting records kept by Grupo Clarín S.A.
2.1.1 Application of IAS 29 (Financial Reporting in Hyperinflationary Economies)
International Accounting Standard 29 "Financial Reporting in Hyperinflationary Economies" ("IAS 29") requires that the financial statements of an entity that reports in the currency of a highly inflationary economy shall be stated in terms of the measuring unit current at the closing date of the reporting year/period, regardless of whether they are based on a historical cost approach or a current cost approach. To this end, in general terms, the inflation rate must be computed in the non-monetary items as from the acquisition date or the revaluation date, as applicable. These requirements also comprise the comparative information of the financial statements.
To determine the existence of a highly inflationary economy under the terms of IAS 29, the standard details a series of factors to consider, including a cumulative inflation rate over three years that is close to or exceeds 100%. This is why, in accordance with IAS 29, Argentine economy should be considered as a highly inflationary economy as from July 1, 2018.
In addition, Law No. 27,468, published in the Official Gazette on December 4, 2018, amended Section 10 of Law No. 23,928, as amended, providing that the repeal of all the laws and regulations that establish or authorize price indexation, currency restatement, cost variance and any other form of restatement of debts, taxes, prices or fees related to property, works or services, does not apply to financial statements, which remain subject to Section 62 in fine of the General Associations Law No. 19,550 (as restated in 1984), as amended. In addition, it repealed Decree No. 1,269/2002 dated July 16, 2002, as amended, and delegated on the Executive Branch, through its oversight agencies, the power to set the date as from which those regulations will come into effect with respect to financial statements. On December 28, 2018, through General Resolution No. 777/2018, the CNV provided that the entities subject to the Commission's oversight must apply the method to restate annual, interim and special financial statements in constant currency, as established by IAS 29, for fiscal years ended on or after December 31, 2018. Therefore, these financial statements have been restated in constant currency as of September 30, 2020.
According to IAS 29, the financial statements of an entity that reports in the currency of a highly inflationary economy shall be stated in terms of the measuring unit current at the closing date of the financial statements.
The inflation adjustment was calculated taking into consideration the indexes established by the FACPCE based on the price indexes published by the National Institute of Statistics and Census (INDEC, for its Spanish acronym). The following table shows the evolution of those indexes over the last two fiscal years and as of September 30, 2020 and 2019, according to official statistics (INDEC) in accordance with the guidelines described under Resolution No. 539/18:
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee | |
- 7 - |
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
As of | As of | As of | As of | |
December 31, | September | December 31, | September 30, | |
2018 | 30, 2019 | 2019 | 2020 | |
General Price Index (December 2016=100) | 184.26 | 253.71 | 283.44 | 346.62 |
Variation of Prices | ||||
Annual | 47.6% | 53.7% | 53.8% | 36.6% |
Accumulated over 3 years | 147.8% | 159.9% | 183.2% | 194.7% |
Accumulated over 3 months since June 2019 / 2020 | n/a | 12.5% | n/a | 7.7% |
Accumulated over 9 months | n/a | 37.7% | n/a | 22.3% |
The Company applied the same restatement policies to the items identified in the most recent annual financial statements.
2.2 Standards and Interpretations issued but not adopted to date
To date, there are no standards and interpretations issued but not adopted by the Company.
2.3 Statement of Cash Flows
For the purposes of preparing the statement of cash flows, the item "Cash and Cash Equivalents" includes cash, certain high liquidity short-term investments (with original maturities shorter than 90 days) and, if any, bank overdrafts payable on demand, to the extent they form part of the Company's cash management.
Cash and cash equivalents at each period-end, as disclosed in the statement of cash flows, may be reconciled against the items related to the separate statement of financial position as follows:
September 30, | September 30, | ||
2020 | 2019 | ||
Cash and Banks | 19,638,579 | 9,543,900 | |
Short-term investments with original maturities shorter than 90 | |||
days | 506,162,695 | 107,420,981 | |
Cash and Cash Equivalents | 525,801,274 | 116,964,881 |
NOTE 3 - ACCOUNTING ESTIMATES AND JUDGMENTS
In applying the accounting policies used in the preparation of these interim condensed separate financial statements, the Company has to make judgments and prepare accounting estimates of the value of the assets and liabilities that may not be obtained otherwise. The estimates and related assumptions are based on historical experience and other pertinent factors. Actual results may differ from these estimates.
The underlying estimates and assumptions are continually reviewed. The effects of the reviews of accounting estimates are recognized for the period in which estimates are reviewed.
The estimates and assumptions used in the preparation of these interim condensed separate financial statements are consistent with those used in the preparation of the financial statements as of December 31, 2019, which are disclosed in Note 3 to such annual separate financial statements.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee | |
- 8 - |
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
NOTE 4 - BREAKDOWN OF MAIN ITEMS
4.1 Property, Plant and Equipment
Original value | ||||||||||||||
Balances as of | ||||||||||||||
Balance at | Retirements / | September 30, | ||||||||||||
Main Account | the Beginning | Additions | Transfers | 2020 | ||||||||||
Furniture and Fixtures | 11,962,229 | - | - | 11,962,229 | ||||||||||
Audio and Video Equipment | 4,089,569 | 55,391 | - | 4,144,960 | ||||||||||
Telecommunication Equipment | 3,957,172 | - | - | 3,957,172 | ||||||||||
Computer Equipment | 131,137,581 | 1,149,673 | (284,430) | 132,002,824 | ||||||||||
Improvements in Third-Party | ||||||||||||||
Property | 37,497,666 | 1,438,159 | 415,255 | 39,351,080 | ||||||||||
Real Property (1) | 2,357,895,427 | - | - | 2,357,895,427 | ||||||||||
Vehicle | 1,565,330 | - | - | 1,565,330 | ||||||||||
Total as of September 30, 2020 | 2,548,104,974 | 2,643,223 | 130,825 | 2,550,879,022 | ||||||||||
Total as of September 30, 2019 | 1,245,369,198 | 13,520,353 | (84,655) | 1,258,804,896 | ||||||||||
Depreciation | ||||||||||||||
Balances | Net Book | Net Book | ||||||||||||
Useful | Balance at | as of | Value as of | Value as of | ||||||||||
Life (in | the | For the | September | September | December 31, | |||||||||
Main Account | years) | Beginning | period | 30, 2020 | 30, 2020 | 2019 | ||||||||
Furniture and Fixtures | 10 | 6,988,451 | 545,859 | 7,534,310 | 4,427,919 | 4,973,778 | ||||||||
Audio and Video Equipment | 5 | 2,832,283 | 333,936 | 3,166,219 | 978,741 | 1,257,286 | ||||||||
Telecommunication Equipment | 5 | 3,194,153 | 230,629 | 3,424,782 | 532,390 | 763,019 | ||||||||
Computer Equipment | 3 | 109,639,044 | 7,138,857 | 116,777,901 | 15,224,923 | 21,498,537 | ||||||||
Improvements in Third-Party | ||||||||||||||
Property | 10 | 5,706,410 | 2,246,737 | 7,953,147 | 31,397,933 | 31,791,256 | ||||||||
Real Property (1) | 50 | 25,731,042 | 35,368,432 | 61,099,474 | 2,296,795,953 | 2,332,164,385 | ||||||||
Vehicle | 5 | 469,598 | 234,800 | 704,398 | 860,932 | 1,095,732 | ||||||||
Total as of September 30, | 2,350,218,791 | |||||||||||||
2020 | 154,560,981 | 46,099,250 | 200,660,231 | 2,393,543,993 | ||||||||||
Total as of September 30, | 112,730,197 | 28,481,618 | 141,211,815 | 1,117,593,081 | ||||||||||
2019 | ||||||||||||||
(1) The buildings are temporarily not being used. |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee | |
- 9 - |
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
4.2 Intangible Assets
Original value | |||||||||||
Balance at | Balances as of | ||||||||||
the | Retirements / | September 30, | |||||||||
Main Account | Beginning | Additions | Transfers | 2020 | |||||||
Software | 15,933,641 | - | - | 15,933,641 | |||||||
Works-In-Progress | 1,867,438 | - | (415,255) | 1,452,183 | |||||||
Total as of September 30, 2020 | 17,801,079 | - | (415,255) | 17,385,824 | |||||||
Total as of September 30, 2019 | 17,295,911 | 466,923 | - | 17,762,834 | |||||||
Amortization | |||||||||||
Balances as | Net Book | Net Book | |||||||||
Amortization | Balance at | For | of | Value as of | Value as of | ||||||
Period (in | the | the | September | September | December 31, | ||||||
Main Account | years) | Beginning | period | 30, 2020 | 30, 2020 | 2019 | |||||
3 | 3,699 | 10,277,261 | |||||||||
Software | 5,656,380 | ,814 | 9,356,194 | 6,577,447 | |||||||
Works-In-Progress | - | - | - | - | 1,452,183 | 1,867,438 | |||||
Total as of September 30, 2020 | 5,656,380 | 3,699 | 9,356,194 | 8,029,630 | 12,144,699 | ||||||
Total as of September 30, 2019 | 2,886,410 | 2,020 | 4,906,418 | 12,856,416 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee | |
- 10 - |
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
4.3 Investments in Unconsolidated Affiliates
Information about the issuer - Latest financial statements | |||||||||||
Value recorded as | Value recorded as | ||||||||||
Nominal | of September 30, | of December 31, | Net Income | ||||||||
Class | Value | Number | 2020 (1) | 2019 (1) | Main business activity | Date | Capital Stock | (Loss) | Equity | Interest (%) | |
Non-Current | |||||||||||
Investments | |||||||||||
AGEA | Common | $ 1 | 1,397,974,126 | 2,328,829,668 | 2,622,928,919 | Publishing and Printing | 09.30.2020 | 1,441,374,151 | (301,798,797) | 3,632,499,952 | 96.99% |
CIMECO | Common | $ 1 | 37,412,958 | 81,824,600 | 105,379,859 | Investing and financing | 09.30.2020 | 180,479,453 | (104,391,636) | 427,926,567 | 20.73% (3) |
CMI | Common | $ 1 | 98 | 434,005 | 586,916 | Advertising | 09.30.2020 | 12,000 | (18,723,812) | 53,143,426 | 0.82% |
ARTEAR | Common | $ 1 | 57,747,859 | 4,409,378,798 | 5,402,300,884 | Broadcasting Services | 09.30.2020 | 59,611,118 | (566,111,385) | 4,909,897,239 | 96.87% (2) |
IESA | Common | $ 1 | 36,792,841 | 1,239,860,211 | 801,579,915 | Investing and financing | 09.30.2020 | 38,325,795 | 520,247,976 | 1,291,518,323 | 96.00% (4) |
Radio Mitre | Common | $ 1 | 63,555,121 | 553,263,695 | 729,832,589 | Broadcasting Services | 09.30.2020 | 65,413,136 | (180,031,771) | 590,770,231 | 97.16% |
GCGC | Common | $ 1 | 83,761,305 | 91,861,725 | 237,417,190 | Services and Investing | 09.30.2020 | 85,143,920 | (150,771,058) | 120,529,659 | 98.38% |
GC Minor | Common | $ 1 | 47,237,879 | 171,338,175 | 161,896,557 | Investing and financing | 09.30.2020 | 47,237,879 | 13,754,978 | 208,930,027 | 100% |
GCSA Investments | Common | $ 1 | 25,998,910 | 19,129,823 | 33,426,936 | Investing and financing | 09.30.2020 | 25,998,910 | (6,872,949) | 28,120,728 | 100% |
Total | 8,895,920,700 | 10,095,349,765 |
(1)
(2)
(3)
(4)
In certain cases, the equity value does not correspond to the related shareholders' equity due to: (i) the adjustment of the equity value to the Company's accounting policies, as required by professional accounting standards, (ii) the elimination of goodwill generated by transactions between companies under the Company's common control, (iii) the existence of irrevocable contributions, and (iv) adjustments to fair market value of net assets for acquisitions made by the Company.
Interest in votes amounts to 98.8%.
Interest in votes amounts to 23.2%.
Interest in votes amounts to 98.78%.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee | |
- 11 - |
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
Equity in Earnings from Associates
September 30, | September 30, | ||
2020 | 2019 | ||
AGEA | (287,816,811) | (905,201,836) | |
CIMECO | (23,555,258) | 19,968,059 | |
GCSA Investments | (14,297,114) | 6,334,362 | |
ARTEAR | (548,437,323) | 529,691,210 | |
IESA | 499,439,114 | 170,151,658 | |
Radio Mitre | (176,568,893) | 34,593,777 | |
GCGC | (147,822,970) | (474,683,603) | |
Other | 9,473,287 | (42,617,813) | |
(689,585,968) | (661,764,186) |
4.4 Other Receivables
September 30, | December 31, | |||
2020 | 2019 | |||
Non-Current | ||||
Related Parties (Note 6) | 200,614,021 | 218,873,182 | ||
Tax Credits | 22,073 | 6,399,221 | ||
Deposits in Guarantee | 30,000 | 36,687 | ||
200,666,094 | 225,309,090 | |||
Current | ||||
Related Parties (Note 6) | 253,930,721 | 136,047,463 | ||
Tax Credits | 3,561,903 | 20,529,364 | ||
Advances | 1,353,893 | 4,945,587 | ||
Prepaid Expenses | 2,243,267 | 799,850 | ||
Judicial Liens | 492,367 | 589,453 | ||
Other | 6,010,583 | 272,375 | ||
267,592,734 | 163,184,092 |
4.5 Other Investments
September 30, | December | |||
2020 | 31, 2019 | |||
Financial Instruments | 506,162,695 | 76,908,435 | ||
Mutual Funds | - | 3,438,731 | ||
Fixed-Term Deposits | - | 12,349,500 | ||
506,162,695 | 92,696,666 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 12 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
4.6 Taxes Payable
September 30, | December 31, | |||
2020 | 2019 | |||
Current | ||||
Taxes Payable on a National Level | 37,415,972 | 2,595,439 | ||
37,415,972 | 2,595,439 |
4.7 Trade and Other Payables
September 30, | December 31, | |||
2020 | 2019 | |||
Current | ||||
Suppliers and Trade Provisions | 26,349,961 | 28,875,786 | ||
Related Parties (Note 6) | 46,720,921 | 138,681,746 | ||
Employer's Contributions | 67,028,189 | 85,606,465 | ||
140,099,071 | 253,163,997 |
4.8 Assets and Liabilities in Foreign Currency
September 30, 2020 | December 31, 2019 | ||||||||||
Type and | Prevaili | Type and | |||||||||
Amount of | ng | Amount in | Amount of | Amount in | |||||||
Foreign | Exchan | Local | Foreign | Local Currency | |||||||
Items | Currency | ge Rate | Currency | Currency | (1) | ||||||
ASSETS
CURRENT ASSETS | ||||
Other Receivables | US$ | 2,183,355 | 75.98 | 165,891,283 |
Other Investments | US$ | 6,661,789 | 75.98 | 506,162,695 |
Cash and Banks | US$ | 222,085 | 75.98 | 16,873,995 |
Total Current Assets | 688,927,973 | |||
NON-CURRENT ASSETS | ||||
Other Receivables | US$ | 2,640,353 | 75.98 | 200,614,021 |
Total Non-Current Assets | 200,614,021 | |||
Total Assets | 889,541,994 | |||
LIABILITIES | ||||
CURRENT LIABILITIES | ||||
Trade and Other Payables | US$ | 45,332 | 76.18 | 3,453,395 |
Total Current Liabilities | 3,453,395 | |||
Total Liabilities | 3,453,395 |
US$ - US Dollars
(1) Amounts stated in local currency restated in constant currency as of September 30, 2020.
US$ | 1,567,057 | 114,386,097 |
US$ | 1,053,623 | 76,908,434 |
US$ | 72,412 | 5,285,633 |
196,580,164 | ||
US$ | 2,998,500 | 218,873,182 |
218,873,182 | ||
415,453,346 | ||
US$ | 10,350 | 758,022 |
758,022 | ||
758,022 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 13 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
4.9 Changes in Allowances
Balances | Balances as | |||||||||||||||
Balance at | as of | of | ||||||||||||||
the | September | December | ||||||||||||||
Items | Beginning | Net Decreases (1) | 30, 2020 | 31, 2019 | ||||||||||||
Deducted from Assets | ||||||||||||||||
Valuation Allowance for Net Deferred Tax Assets | 145,921,103 | (42,652,326) (2) | 103,268,777 | 145,921,103 | ||||||||||||
Total | 145,921,103 | (42,652,326) | 103,268,777 | 145,921,103 | ||||||||||||
(1) | Charged to Income Tax | |||||||||||||||
(2) | Includes the effect of the Gain (Loss) on Net Monetary Position. | |||||||||||||||
4.10 Financial Expenses on Debt | ||||||||||||||||
September 30, | September 30, | |||||||||||||||
2020 | 2019 | |||||||||||||||
Interests | (1,661,472) | (524,521) | ||||||||||||||
(1,661,472) | (524,521) | |||||||||||||||
4.11 Other Financial Results, net | ||||||||||||||||
September 30, | September 30, | |||||||||||||||
2020 | 2019 | |||||||||||||||
Exchange Differences and Other Financial Results | 109,919,814 | 228,898,422 | ||||||||||||||
Interests | 23,019,662 | 220,175,266 | ||||||||||||||
Other Taxes and Expenses | (8,395,537) | (7,701,929) | ||||||||||||||
124,543,939 | 441,371,759 |
NOTE 5 - INFORMATION REQUIRED UNDER ARTICLE 64, SUBSECTION b) OF LAW No. 19,550
Administrative Expenses | |||||
September 30, | September 30, | ||||
Item | 2020 | 2019 | |||
Salaries, Social Security and Benefits to Personnel | 184,542,280 | 184,461,897 | |||
Supervisory Committee's fees | 1,992,526 | 3,048,980 | |||
Fees for services | 73,043,344 | 185,895,592 | |||
Taxes, Duties and Contributions | 25,926,099 | 38,426,832 | |||
Other personnel expenses | 12,548,563 | 18,819,093 | |||
General expenses | 181,552 | 463,627 | |||
IT expenses | 10,868,326 | 448,012 | |||
Maintenance Expenses | 11,707,965 | 18,201,686 | |||
Communication expenses | 2,759,927 | 2,880,571 | |||
Advertising expenses | 2,188,082 | 1,586,318 | |||
Travel Expenses | 5,826,844 | 12,312,586 | |||
Stationery and Office Supplies | 62,134 | 547,288 | |||
Depreciation of Property, Plant and Equipment | 46,099,250 | 28,481,618 | |||
Amortization of Intangible Assets | 3,699,814 | 2,020,008 | |||
Other expenses | 14,744,251 | 22,188,176 | |||
Total | 396,190,957 | 519,782,284 |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 14 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
NOTE 6 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The following table shows the breakdown of the Company's balances with its related parties as of September 30, 2020 and December 31, 2019.
Company | Item | September | December | |||
30, 2020 | 31, 2019 | |||||
Subsidiaries | ||||||
AGEA | Other Receivables | 43,986,588 | 521,670 | |||
Trade and Other Payables | (27,953,207) | (3,074,762) | ||||
Other Liabilities | (81,786,763) | (100,016,106) | ||||
ARTEAR | Other Receivables | 181,835 | 222,364 | |||
Trade and Other Payables | (67,343) | (82,353) | ||||
Radio Mitre | Other Receivables | 19,360,000 | 7,398,476 | |||
Trade and Other Payables | (23,959) | (29,299) | ||||
GCGC | Other Receivables | 826,352 | 1,010,536 | |||
Trade and Other Payables | (11,701,812) | (130,096,798) | ||||
GC Investments | Other Receivables | - | 60,882 | |||
Trade and Other Payables | (180,848) | - | ||||
Indirectly controlled | ||||||
UNIR | Other Receivables | 13,464,497 | 8,452,304 | |||
Trade and Other Payables | (21,780) | (19,784) | ||||
Impripost | Other Receivables | 1,635,675 | 2,000,248 | |||
Ferias y Exposiciones S.A. | Other Receivables | 128 | 157 | |||
Auto Sports | Other Receivables | - | 234,966 | |||
LVI | Other Receivables | 133,917,568 | 76,838,322 | |||
Other Non-Current Receivables | 159,083,125 | 183,397,989 | ||||
DLA | Other Receivables | 31,830,319 | 29,096,885 | |||
Other Non-Current Receivables | 41,530,896 | 35,475,193 | ||||
Telecor | Other Receivables | 847,000 | 2,219,543 |
Company | Item | September | December | |||
30, 2020 | 31, 2019 | |||||
Other Related Parties | ||||||
Telecom | Trade and Other Payables | (6,771,972) | (5,378,750) | |||
Other Receivables | 31 | 39 | ||||
Cablevisión Holding | Other Receivables | 7,880,728 | 7,991,071 |
The following table details the transactions carried out by the Company with related parties for the nine-month periods ended September 30, 2020 and 2019:
September 30, | September 30, | |||||
Company | Item | 2020 | 2019 | |||
Subsidiaries | ||||||
AGEA | Management fees | 41,148,169 | 60,066,405 | |||
Advertising | (855,744) | (923,385) | ||||
Interest income from loans | - | 178,134,922 | ||||
ARTEAR | Management fees | 199,986,146 | 199,093,583 | |||
Radio Mitre | Management fees | 78,812,274 | 71,104,852 | |||
GCGC | Services received, net of discounts | 12,050,125 | (95,758,436) |
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 15 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
September 30, | September 30, | |||
2020 | 2019 | |||
Indirectly controlled | ||||
UNIR | Management fees | 11,821,841 | 17,065,164 | |
Interest income from loans | - | 3,006,048 | ||
Services | 4,926 | - | ||
Impripost | Interest income from loans | - | 15,584,361 | |
Telecor | Management fees | 6,896,074 | 7,110,485 | |
LVI | Interest income from loans | 19,020,047 | 18,386,780 | |
DLA | Interest income from loans | 4,750,111 | 3,433,305 | |
Other Related Parties | ||||
Cablevisión Holding | Management fees | 59,109,206 | 56,883,881 | |
Telecom | Services | (5,695,823) | (6,489,619) |
NOTE 7 - TERMS AND INTEREST RATES OF INVESTMENTS, RECEIVABLES AND LIABILITIES
September 30, | |
2020 | |
Investments | |
Without any established term(1) | 506,162,695 |
506,162,695 | |
Receivables | |
Without any established term(2) | 157,504,595 |
Due (3) | |
Within three months | 53,357,134 |
More than three months and up to six months | 12,635,623 |
More than six months and up to nine months | 31,816,625 |
More than nine months and up to twelve months | 12,308,757 |
More than one and up to two years | 91,342,582 |
More than two and up to three years | 77,476,878 |
More than three and up to four years | 31,816,634 |
310,754,233 | |
468,258,828 | |
Liabilities(2) | |
Without any established term | 47,379,564 |
Due | |
Within three months | 138,521,738 |
More than three months and up to six months | 55,267,570 |
More than six months and up to nine months | 31,081,420 |
More than nine months and up to twelve months | 1,520,000 |
226,390,728 | |
273,770,292 |
- Bearing interest at floating rate.
- Non-interestbearing.
- Include US$ 4.8 million and accrue interest at an annual nominal fixed rate of 10%.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 16 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
NOTE 8 - PROVISIONS AND OTHER CONTINGENCIES
The following are the main contingent situations affecting the Company and its subsidiaries, as well as the significant changes, if any, that took place after the issue of the Company's separate financial statements as of December 31, 2019, in connection with the rest of the contingent situations described in those financial statements.
8.1 Claims and Disputes with Governmental Agencies
-
In connection with the decisions made at the Company's Annual Ordinary Shareholders' Meeting held on
April 28, 2011, on September 1, 2011 the Company was served notice of an injunction issued in re "National Social Security Administration v. Grupo Clarín S.A. re ordinary proceeding" whereby the Company may not in any way dispose, in part or in whole, of the $ 387,028,756 in historical currency as of that date recorded under the retained earnings account, other than to distribute dividends to the shareholders.
On the same date, the Company was served notice of a claim brought by Argentina's National Social Security Administration requesting the nullity of the decision made on item 7 (Appropriation of Retained
Earnings) of the agenda of the Annual Ordinary Shareholders' Meeting held on April 22, 2010. On
December 2, 2019, a decision was issued admitting the claim brought by Argentina's National Social Security Administration and declaring the nullification of the decision made on item 7 (Appropriation of
Retained Earnings) of the agenda of said Shareholders' Meeting, at which the shareholders had resolved that the profits for the year 2009, of $ 290,146,539 in historical currency as of that date, be appropriated as follows: (i) $ 14,507,327 to the Legal Reserve and (ii) $ 275,639,212 to Retained Earnings. On the same date, the Company filed an appeal against such decision. As of the date of these financial statements, the Company submitted grounds for its appeal, which is still pending.
On November 1, 2011, the CNV issued Resolution No. 593, which provides that at shareholders' meetings in which financial statements are considered shareholders must expressly decide to, either distribute as dividends any retained earnings that are not subject to distribution restrictions and that may be disposed of pursuant to applicable law or capitalize such retained earnings and issue shares, or appropriate them to set up reserves other than legal reserves, or a combination of the above.
On July 12, 2013 the Company was served notice of Resolution No. 17,131; dated as of July 11, 2013 whereby the CNV declared that the administrative effects of the decisions adopted at the Annual General
Ordinary Shareholders' Meeting held on April 25, 2013 were irregular and ineffective, based on allegations that are absolutely false and irrelevant. According to the Company and its legal advisors, Resolution No. 17,131 is, among other things, null and void, because it lacks sufficient grounds and its enactment is a clear abuse of authority and a further step in the National Government's attempt to intervene in the Company. On October 11, 2013 Chamber No. V of the National Court of Appeals on Federal Administrative Matters issued an injunction in re "Grupo Clarín S.A. v. CNV - Resol No. 17,131/13 (File 737/13)" File No.
29,563/2013, whereby it suspended the effects of Resolution No. 17,131/2013 dated July 11, 2013 which had rendered irregular and with no effect for administrative purposes the Company's Annual Ordinary Shareholders' Meeting held on April 25, 2013. As of the date of these financial statements, the injunction is still in effect.
In August 2013, the Company was served notice of a nullification claim brought by Argentina's National
Social Security Administration relating to the Annual Ordinary Shareholders' Meeting held on April 28, 2011 whereby it requested the nullity of all the decisions made at such meeting and, as a default argument, the nullity of the decisions made on points 2, 4 and 7 of that meeting's agenda, as well as the nullity of the decisions made at the Extraordinary Meetings of Class A, B and A and B Shareholders. As of the date of these financial statements, the proceeding was in the discovery stage.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 17 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
On September 17, 2013, the Company was served notice of a nullification claim brought by Argentina's National Social Security Administration relating to the Annual Ordinary Shareholders' Meeting held on April 26, 2012 whereby it requested the nullity of all the decisions made at such meeting and, as a default argument, the nullity of the decisions made on points 8 and 4 of that meeting's agenda, as well as the nullity of the decisions made at the Extraordinary Meetings of Class A, B and A and B Shareholders. As of the date of these financial statements, the proceeding was in the discovery stage.
On March 21, 2014, the Company was served notice of a claim brought by Argentina's National Social Security Administration in re "National Social Security Administration v. GRUPO CLARÍN S.A. on Ordinary Proceeding" File No. 74,429, pending before the National Court of First Instance on Commercial Matters No. 17, Clerk's Office No. 34. This claim seeks to nullify and challenge the corporate decisions made at the Shareholders' Meeting held on April 25, 2013 and those made at the Board of Directors' Meeting held on April 26, 2013. As of the date of these financial statements, discovery proceedings have been initiated and evidence is being produced.
On September 16, 2014, the Company received a communication from its controlling shareholder, GC Dominio S.A., whereby that company informed that it had been summoned to court as a third party in re "National Social Security Administration v. Grupo Clarín S.A. on Ordinary Proceeding", pending before the National Court of First Instance on Commercial Matters No. 17, Clerk's Office No. 33. As of the date of these financial statements and as informed by GC Dominio S.A., that company has filed a response to the above-mentioned claim and the proceeding is in the discovery stage.
On November 10, 2016, the Company was served notice of a claim brought by Argentina's National Social Security Administration in re "National Government - Ministry of Economy and Finance v. GRUPO CLARÍN S.A. on Ordinary Proceeding" File -22,658/2015, pending before the National Court of First Instance on Commercial Matters No. 17, Clerk's Office No. 34. This claim seeks to nullify and challenge the corporate decisions made at the Shareholders' Meeting held on April 28, 2015. As of the date of these financial statements, the Company has filed a response, produced evidence and made its final statement.
On April 3, 2017, the Company was served notice of a claim brought by Argentina's National Social Security Administration in re "National Government - Ministry of Economy and Finance v. GRUPO CLARÍN S.A. on Ordinary Proceeding" File -22,832/2014, pending before the National Court of First Instance on Commercial Matters No. 17, Clerk's Office No. 34. This claim seeks to nullify and challenge the corporate decisions made at the Shareholders' Meeting held on April 29, 2014. As of the date of these financial statements, the Company has filed a response, produced evidence and made its final statement.
According to the Company and its legal advisors, the outstanding claims requesting the nullification of the Shareholders' Meetings have no legal grounds. Therefore, they believe that the Company will not have to face adverse consequences in this regard.
NOTE 9 - FINANCIAL INSTRUMENTS
Grupo Clarín's activities are exposed to several financial risks: Market risk (including exchange risk, fair value interest rate risk and price risk), credit risk and liquidity risk.
The following table shows the assets and liabilities denominated in US dollars, which is the foreign currency most commonly used in Grupo Clarín's operations as of September 30, 2020 and December 31, 2019:
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 18 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
US$ | US$ | ||
September 30, | December 31, | ||
2020 | 2019 | ||
ASSETS | |||
CURRENT ASSETS | |||
Cash and Banks | 222,085 | 72,412 | |
Other Investments | 6,661,789 | 1,053,623 | |
Other Receivables | 2,183,355 | 1,567,057 |
Total Current Assets | 9,067,229 | 2,693,092 | ||
NON-CURRENT ASSETS | ||||
Other Receivables | 2,640,353 | 2,998,500 | ||
Total Non-Current Assets | 2,640,353 | 2,998,500 | ||
Total assets | 11,707,582 | 5,691,592 | ||
LIABILITIES | ||||
CURRENT LIABILITIES | ||||
Accounts Payable | 45,332 | 10,350 | ||
Total Current Liabilities | 45,332 | 10,350 | ||
Total Liabilities | 45,332 | 10,350 |
Bid/offered exchange rates as of September 30, 2020 and December 31, 2019 were of $ 75.98 and $ 76.18 and $ 59.69 and $ 59.89; respectively.
9.1 Financial Instruments at Fair Value
The following table shows Grupo Clarín's financial assets and liabilities measured at fair value at the closing of the reporting period and year:
September 30, | Quoted Prices | Other Significant | |||
2020 | (Level 1) | Observable Items (Level 2) | |||
Assets | |||||
Current Investments | 506,162,695 | - | 506,162,695 | ||
December 31, | Quoted Prices | Other Significant | |||
2019 | (Level 1) | Observable Items (Level 2) | |||
Assets | |||||
Current Investments | 80,347,166 | 3,438,731 | 76,908,435 |
Financial assets at fair value are measured using quoted prices for identical assets and liabilities (Level 1), or the prices of similar instruments arising from sources of information available in the market (Level 2). As of September 30, 2020 and December 31, 2019, the Company did not have assets or liabilities at fair value for which a comparison had not been conducted against observable market data to determine their fair value (Level 3).
9.2 Fair Value of Financial Instruments
The book value of cash and banks, accounts receivable and short-term liabilities is similar to the fair value because these are instruments with short-term maturities.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 19 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
Non-current Receivables have been measured at amortized cost, and their book value approximates their fair value.
NOTE 10 - RESERVES, RETAINED EARNINGS AND DIVIDENDS
a. Grupo Clarín
On April 30, 2020, at the Annual Ordinary Shareholders' Meeting of Grupo Clarín S.A., the shareholders decided, among other things, to absorb the negative balance of retained earnings as of December 31, 2019 through the partial reversal of the Paid-in capital.
b. Artear
On May 28, 2020, the shareholders of ARTEAR decided, among other issues, to appropriate the accumulated retained earnings as of December 31, 2019 that amounted to $ 341 million in historical currency as of that date ($ 417 million in constant currency as of September 30, 2020) as follows: (i) $ 157 million ($ 192 million in constant currency as of September 30, 2020) to increase the Legal Reserve and (ii) $ 184 million ($ 225 million in constant currency as of September 30, 2020) to increase the voluntary reserve. In addition, the shareholders decided to delegate to the Board of Directors the power to partially reverse the Voluntary Reserve up to $ 250 million to pay dividends.
At the General Extraordinary Shareholders Meeting held on September 9, 2020, the shareholders of ARTEAR approved the partial reversal of the Voluntary Reserve in the amount of US$ 6,000,000 (equivalent to $ 448,230,000 as of that date at the exchange rate prevailing on the previous day). Such amount was appropriated to the distribution of dividends, of which approximately $ 434.22 million belonged to the Company, which were collected in the same month.
c. IESA
On May 28, 2020, the shareholders of IESA decided, among other things, to delegate to the Board of Directors the power to partially reverse, in one or more times, the Voluntary Reserve for up to $ 100 million and to distribute said amount as dividends. On August 4, 2020, the Board of Directors of IESA decided to distribute dividends in the amount of $ 42,501,816.50, of which approximately $ 40.8 million ($ 41.96 million in constant currency as of September 30) belonged to the Company, which were collected in the same month. On September 30, 2020, the Board of Directors of IESA decided to distribute dividends in the amount of $ 20,000,000, of which approximately $ 19.2 million belonged to the Company, which were collected in the same month. On November 18, 2020, the Board of Directors of IESA decided to distribute dividends in the amount of $ 11,251,000, of which approximately $ 10.8 million corresponds to the Company and have been collected as of the date of these financial statements.
NOTE 11 - LAW No. 26,831 CAPITAL MARKETS
Capital Markets Law - Law No. 26,831, as amended
On December 28, 2012, Capital Markets Law No. 26,831 was published in the Official Gazette. This law eliminated the self-regulation of the capital market, granted new powers to the CNV, and repealed Law No. 17,811 and Decree No. 677/01, among other regulations. Law No. 26,831 became effective on January 28, 2013. As from its effective date, the Public Tender Offer regime applies to all listed companies.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 20 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
Productive Financing Law
On May 11, 2018, Productive Financing Law No. 27,440 was published in the Official Gazette. This law introduced several amendments to the Capital Markets Law No. 26,831 regarding the extent of the powers of the CNV; the exercise of preemptive rights on shares offered through public offering in the case of capital increases; private placements; public tender offers; the jurisdiction of the federal commercial courts of appeals to review the resolutions issued or sanctions imposed by the CNV, among other amendments.
With respect to public tender offers, under the previous regime, the offeror was obliged to formulate a "fair" price to be set by weighing the results of different company valuation methods, with a minimum floor related to the average market price for the six-month period immediately preceding the date of the agreement. Pursuant to the amendments introduced by Law No. 27,440 to the Capital Markets Law, the obligation is objective and consists in offering the higher of two existing prices: the price paid or agreed by the offeror during the 12 months immediately preceding the first day of the public tender offer period, and the average price of the securities subject to the offer during the semester immediately preceding the date of the announcement of the transaction under which the change of control is agreed upon.
On December 28, 2018, General Resolution No. 779/2018, whereby the CNV established the regulatory framework applicable to public tender offers, was published in the Official Gazette.
On August 20, 2013, at the request of Mr. Rubén Mario Szwarc, a minority shareholder of the Company, and by means of public deed number two hundred forty-five, the Company was served notice of the decision rendered by Chamber A of the National Court of Appeals on Commercial Matters on August 12, 2013, in re "SZWARC, Rubén Mario v. National Government and Others on injunction" File No. 011419/2013. That Chamber decided, among other things, (i) to declare the unconstitutionality of Sections 2, 4, 5, 9, 10, 11, 13, 15 and 16 of Law No. 26,854, and (ii) to order the provisional, injunctive suspension of Section 20, subsection a), second part, paragraphs I and II (or 1 and 2) of Law No. 26,831 and of all laws, rules or administrative acts issued or that may be issued pursuant to such legal provisions, with respect to Grupo Clarín S.A., until the judge that is finally declared competent to render a decision on the merits assumes full jurisdiction of the case and renders a final decision relating to the injunction.
NOTE 12 - CAPITAL STOCK STRUCTURE
Upon the Company's public offering during 2007, the capital stock amounted to $ 287,418,584, represented by:
- 75,980,304 Class A common, registered, non-endorsable shares, with nominal value of $ 1 each and entitled to five votes per share.
- 186,281,411 Class B book-entry common shares, with nominal value of $ 1 each and entitled to one vote per share.
- 25,156,869 Class C common, registered, non-endorsable shares, with nominal value of $ 1 each and entitled to one vote per share.
On October 5 and 11, 2007, the CNV and BCBA, respectively, granted authorization for the Company's admission to the initial public offering of its capital stock, authorizing the Company to (i) offer publicly its Class
- book-entrycommon shares; (ii) list its Class B book-entry common shares; and (iii) list its registered non- endorsable Class C common shares, trading of which was suspended due to restrictions on transfers set forth in the Company's Bylaws. Also in the last quarter of 2007, the Company was granted authorization to list its GDSs in the LSE. Each GDS represents two of the Company's Class B common shares.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 21 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
On April 27, 2017, the IGJ registered the Corporate Reorganization Transaction which consisted in the partial spin-off of the Company for the creation of a new company called Cablevisión Holding S.A. As a result of the Spin-off of Grupo Clarín, its equity was reduced pro rata and the Company's Class A, Class B and Class C shares were canceled in exchange for a set of shares of the same class and with substantially the same rights distributed by Cablevisión Holding.
Consequently, the Company's equity was reduced, effective as of the Effective Date of the Spin-off (May 1, 2017), to $ 106,776,004, represented by:
- 28,226,683 Class A common, registered, non-endorsable shares, with nominal value of $ 1 each and entitled to five votes per share.
- 69,203,544 Class B book-entry common shares, with nominal value of $ 1 each and entitled to one vote per share.
- 9,345,777 Class C common, registered, non-endorsable shares, with nominal value of $ 1 each and entitled to one vote per share.
Having obtained all of the required regulatory authorizations, on August 30, 2017, Grupo Clarín and Cablevisión Holding exchanged their shares pursuant to the exchange ratio approved by Grupo Clarín's shareholders at the time of approval of the spin-off process. As a result of the exchange of shares and payment of fractions in cash, the Company holds 1,485 treasury shares as of September 30, 2020. Subsequent to period-end, the Company sold all those shares, and does not have any treasury shares as of the date of these financial statements.
NOTE 13 - INFORMATION REQUIRED UNDER CNV RESOLUTION No. 629 - RECORD KEEPING
On August 14, 2014, the Argentine Securities Commission issued General Resolution No. 629, which provides for record keeping regulations.
The Company keeps certain supporting documentation related to the record of its operations and economic- financial events at GCGC located at Patagones 2550, City of Buenos Aires, and at the warehouse located at Ruta 36 Km 31.500, Florencio Varela, of the supplier AdeA - Administración de Archivos S.A., during the periods established by effective laws.
NOTE 14 - IMPACT OF CORONAVIRUS
Given the magnitude of the spread of the virus called "Coronavirus" (COVID-19) at a global level, in Argentina, the National Government implemented a series of measures aimed at reducing the movement of the population, ordering the Mandatory and Preventive Social Isolation (MPSI) as from March 20, allowing the movement of only those people involved in the provision/production of essential or exempted services and products. The Government made changes to such isolation measures in different stages and may extend it as deemed necessary according to the epidemiological situation. As of the date of these interim condensed financial statements, the MPSI is still effective for certain jurisdictions, while other jurisdictions, such as the Metropolitan Area of Buenos Aires, are currently in the stage called "Mandatory and Preventive Social Distancing" (MPSD).
During this period, the Company has carried out its activities under challenging circumstances derived from the pandemic. Even though the print media, radio and audiovisual communication services, which are the Group's main businesses, have been exempted from the MPSI, the Company has experienced or is expected to experience the following impacts:
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 22 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
- A drop in advertising in the Group's media and, if the context described above continues for a long period, the levels of demand in the markets in which it operates are expected to be severely affected, mainly due to the cuts customers may make on their advertising budgets;
- A drop in circulation, with an impact on subscriptions as from the second quarter of the year;
- An increase in the overdue collection of receivables;
- Television audience levels were affected by the lack of production of certain prime time content, currently suspended due to the pandemic;
- Several difficulties that hinder our operations, such as:
-
Those related to the logistics regarding the commute of employees, performers and journalists; o The reconfiguration of some programs due to social distancing measures;
o The implementation of home office mainly for our back-office staff; o Strict sanitation, disinfection and prevention protocols at our offices;
o The incorporation of technologies required to ensure the virtual presence of talents in the production of contents.
In order to help companies mitigate the economic impacts of the pandemic, the National Government launched a series of financial aid measures. Among the companies that qualify for such financial aid, certain subsidiaries of the Company have benefited from the Emergency Assistance Program for Work and Production, whereby the National Government has assumed the burden of a portion of the wage costs and has allowed for reductions/deferment of the payment of certain employers' social security contributions.
In addition, the Group is engaged in other activities which have a smaller weight in the Group's operations taken as a whole, which were heavily affected since the MPSI entered into effect, such as the operations of Autosports, Pol-ka and Cúspide. These companies were forced to reduce or suspend most of their operations and the commercialization of their products. In the case of Pol-ka, the economic impacts have been very significant, because it has been unable to produce contents for the subsequent commercialization and, consequently, it is having difficulties in meeting its financial, commercial and labor commitments. Therefore, the continuity of its operations may be affected.
In addition, with respect to Pol-ka, at the Annual General Ordinary and Extraordinary Shareholders' Meeting held in July 2020, the shareholders of that company decided to increase its equity. Within the framework of said equity increase, and since ARTEAR exercised its preemptive and accretion rights, ARTEAR subscribed 34,476,636 non-endorsable, registered common shares with nominal value of $ 1 each, entitled to one vote per share and with a premium of $ 10.58 per issued share of Pol-ka. At the time of exercising the preemptive and accretion rights, ARTEAR paid in 25% of the value of the shares subscribed, and the remaining 75% shall be paid in within a term of two years, pursuant to the terms of the subscription and issuance of the new shares. As of September 30, 2020, ARTEAR paid in approximately $ 154.8 million and, subsequent to period-end, the amount of $ 140 million. As of the date of these interim condensed separate financial statements, the amount $ 104.4 million has still not been paid in.
Hence, ARTEAR holds a 91.3% interest in the capital stock and votes of Pol-ka. As of the date of these interim financial statements, the corresponding shares have still not been issued.
In accordance with the guidelines of IAS 36, the Company's Management has assessed whether there was any indication of impairment of any asset or group of assets. Based on our estimates, as mentioned in the previous paragraphs, the current and expected drop in the activities of the industries in which some of the Group's subsidiaries operate, mainly the print and audiovisual production industries, is an indicator of impairment. Therefore, as of September 30, 2020, the Company has reestimated the recoverable value of its fixed assets.
Signed for identification purposes | See our report dated |
with the report dated December 4, 2020 | December 4, 2020 |
PRICE WATERHOUSE & CO. S.R.L. | |
(Partner) | |
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 |
Chair of the Supervisory Committee |
- 23 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
The recoverable amount of each CGU has been determined as per its value in use, calculated based on operating cash flows estimated in the financial budgets, which comprise a period ranging from one to three years. Cash flows not included in those periods are projected using a growth rate, assessed based on statistical data and historical indicators of Argentina, which does not exceed the long-term average growth of each business.
The gross margin used in each case for the calculation of the value in use allocated to each CGU arises from budgets prepared by each business for the period under consideration, which are in line with the historical data and the expectations regarding market development and evolution of the respective businesses.
The discount rate used in each case for the calculation of the value in use allocated to each CGU takes into account the risk-free rate, the country risk premium and the premium for risks specific to each business, and the indebtedness structure of each CGU. The rates used in the assessment show an average increase of 100 basic points against those used in the annual closing as of December 31, 2019.
As of September 30, 2020, as a result of the recoverability assessment described above, the Company recognized impairment losses of 100% in the goodwill held by ARTEAR in Telecor, Telba and Pol-Ka for approximately $ 1,091 million, in constant currency as of such date, together with the impairment of certain assets of the latter.
The ultimate effects of COVID-19 and its impact on the global and local economy are unknown and impossible to be reasonably predicted. However, even though the Company has suffered and is expected to suffer short term effects, it does not expect that they will affect the continuity of the Group's businesses.
The Board of Directors is closely monitoring the evolution of the situation and taking the necessary measures available to preserve the safety and health of the employees and the Company's activities.
NOTE 15 - TAX REFORM IN ARGENTINA
In connection with Note 17 to the Company's annual separate financial statements as of December 31, 2019, Law No. 27,430 and its amending Law No. 27,468 provide that, effective as from fiscal years beginning on or after January 1, 2018, the inflation adjustment procedure set out in Title VI of the income tax law shall be applicable in fiscal years in which the variation of IPC is higher than 55%, 30% and 15% for fiscal years 2018, 2019, 2020, respectively.
As of September 30, 2020, the variation of the IPC was 22.3%. Therefore, the Company has calculated the income tax charge taking into consideration the inflation adjustment for tax purposes.
NOTE 16 - APPROVAL OF THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS
The Board of Directors has approved the interim condensed separate financial statements and authorized their issuance for December 4, 2020.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Chair |
- 24 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
ADDITIONAL INFORMATION TO THE NOTES TO THE FINANCIAL STATEMENTS
SECTION No. 12 TITLE IV CHAPTER III OF GENERAL RESOLUTION No. 622/13 OF THE ARGENTINE
SECURITIES COMMISSION
STATEMENT OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2020
1.a) There are no specific material regulatory regimes currently applicable to the Company that may entail the contingent loss or acquisition of legal benefits.
1.b) In September 2016, the Company began a merger-spin-off process, whereby the Company merged with certain of its subsidiaries and subsequently span off to a new company its direct and indirect interest in Cablevisión.
- The classification of receivables and liabilities by maturity is detailed in Note 7 to the interim condensed separate financial statements.
- The classification of receivables and liabilities according to their related financial effects is detailed in Note to the interim condensed separate financial statements.
- Equity interest under Article 33 of Law No. 19,550 is detailed in Note 4.3 of the separate financial statements. Accounts receivable from and payable to related parties are disclosed under Note 6 to the interim condensed separate financial statements. The following table summarizes the breakdown of such accounts payable and receivable as per the above points 2) and 3:
Receivables (2) | Liabilities | ||||
Without any established term | 156,747,863 | 46,720,921 | (1) | ||
Due | |||||
Within three months | 40,421,853 | 81,786,763 | |||
More than three months and up to six months | 12,635,623 | - | |||
More than six months and up to nine months | 31,816,625 | - | |||
More than nine months and up to twelve months | 12,308,757 | - | |||
More than one and up to two years | 91,320,509 | - | |||
More than two and up to three years | 77,476,878 | - | |||
More than three and up to four years | 31,816,634 | - | |||
Total | 454,544,742 | 128,507,684 |
- Balances are denominated in local currency and do not accrue any interest.
- Include US$ 4.8 million and accrue interest at an annual nominal fixed rate of 10%.
- There are no trade receivables or loans to directors, members of the Supervisory Committee and their relatives up to, and including, the second degree of kinship and no such trade receivables or loans existed during the period.
- The Company does not have any inventories.
- The Company is not subject to the restrictions under section 31 of Law No. 19,550, since its main corporate purposes are investment and finance.
- The Company assesses the recoverable value of its long-term investments each time it prepares its financial statements. In the case of investments for which the Company does not book goodwill with an indefinite useful life, it assesses their recoverable value when there is any indication of impairment. In the case of investments for which the Company books goodwill with an indefinite useful life, it assesses their recoverable value by comparing the book value with cash flows discounted at the corresponding discount rate, considering the
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Chair |
- 1 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,734
weighted average capital cost, and taking into consideration the projected performance of the main operating variables of the respective companies.
- The following is a detail of the risks covered, the insured amounts and the corresponding book values as of September 30, 2020 of the relevant tangible property, plant and equipment.
Book Value | ||||||
recorded as of | ||||||
Insured Amounts | September 30, 2020 | |||||
Property Covered | Risks Covered | (1) | (1) | |||
Loss or Physical Damage | ||||||
Real Property | Any and all Operating Risks | US$ 46 | $ 2,297 |
- Amounts stated in millions.
10.a) Booked provisions for contingencies do not exceed, either individually or as a whole, two percent (2%) of the Company's shareholders' equity.
10.b) As of the date of these financial statements, the Company does not have any contingent situations, the financial effects of which, if any, have not been booked (see Note 8 to the interim condensed separate financial statements).
- The Company does not have any irrevocable contributions on account of future share subscriptions.
- The Company does not have any unpaid cumulative dividends on preferred shares
- In Notes 8.1.a. and 10 to the interim condensed separate financial statements reference is made to the treatment given to retained earnings.
Signed for identification purposes | See our report dated | |
with the report dated December 4, 2020 | December 4, 2020 | |
PRICE WATERHOUSE & CO. S.R.L. | ||
(Partner) | ||
CARLOS ALBERTO PEDRO DI CANDIA | C.P.C.E.C.A.B.A. Vol. 1 Fol. 17 | JORGE CARLOS RENDO |
Chair of the Supervisory Committee | Chair |
- 2 -
Free translation from the original prepared in Spanish
REPORT ON REVIEW OF INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS
To the Shareholders, President and Directors of
Grupo Clarín S.A.
Legal domicile: Piedras 1743
Autonomous City of Buenos Aires
CUIT No 30-70700173-5
Introduction
We have reviewed the attached interim condensed separate financial statements of Grupo Clarín S.A. (the "Company") which comprise the separate statement of financial position at September 30, 2020, the separate statement of comprehensive income for the nine-month and three-month periods ended at September 30, 2020 and the separate statements of changes in equity and of cash flows for the nine-month period ended on that date and selected explanatory notes.
The balances and other information corresponding to fiscal year 2019 and its interim periods are an integral part of the above-mentioned financial statements and, therefore, should be considered in relation to those financial statements.
Management's responsibility
The Board of Directors of the Company is responsible for the preparation and presentation of the financial statements in accordance with International Financial Reporting Standards, adopted by the Argentine Federation of Professional Councils in Economic Sciences (FACPCE, for its Spanish acronym) as professional accounting standards and incorporated by the Argentine Securities Commission (CNV, for its Spanish acronym) to its regulations, as approved by the International Accounting Standards Board (IASB) and, therefore, is responsible for the preparation and presentation of the interim condensed separate financial statements mentioned in the first paragraph in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34).
Scope of our review
Our review was limited to the application of the procedures established by International Standard on Review Engagements ISRE 2410 "Review of interim financial information performed by the independent auditor of the entity", which was adopted as review standard in Argentina by Technical Resolution No. 33 of the FACPCE as it was approved by the International Auditing and Assurance Standards Board (IAASB). A review of interim financial information consists of making inquiries to the Company´s personnel responsible for preparing the information included in the interim condensed separate financial statements and applying analytical and other review procedures. The scope of this review is substantially less than an audit conducted in accordance with International Standards on Auditing, and consequently, a review does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the separate financial position, separate comprehensive income and separate cash flows of the Company.
Price Waterhouse & Co. S.R.L., Bouchard 557, piso 8°, C1106ABG - Ciudad de Buenos Aires T: +(54.11) 4850.0000, F: +(54.11) 4850.1800, www.pwc.com/ar
Price Waterhouse & Co. S.R.L. es una firma miembro de la red global de PricewaterhouseCoopers International Limited (PwCIL). Cada una de las firmas es una entidad legal separada que no actúa como mandataria de PwCIL ni de cualquier otra firma miembro de la red.
Conclusion
Based on our review, nothing has come to our attention that caused us to believe that the interim condensed separate financial statements mentioned in the first paragraph of this report, are not prepared, in all material respects, in accordance with International Accounting Standard 34.
Report on compliance with current regulations
In accordance with current regulations, in respect to Grupo Clarín S.A., we report that:
- the interim condensed separate financial statements of Grupo Clarín S.A. have been transcribed to the "Inventory and Balance Sheet" book and comply with the General Associations Law and pertinent resolutions of the Argentine Securities Commission, as regards those matters that are within our competence;
- the interim condensed separate financial statements of Grupo Clarín S.A. arise from accounting records kept in all formal respects in conformity with legal provisions;
- we have read the additional information to the Notes to the interim condensed separate financial statements required by Article 12°,Chapter III, Title IV of the regulations of the Argentine Securities Commission, on which, as regards those matters that are within our competence, we have no observations to make;
-
at September 30, 2020, the debt accrued in favor of the (Argentine) Integrated Social Security
System of Grupo Clarín S.A. according to the Company's accounting records and calculations amounted to $ 3,259,089, none of which was claimable at that date.
Autonomous City of Buenos Aires, December 4, 2020
PRICE WATERHOUSE & CO. S.R.L.
by | (Partner) |
Alejandro J. Rosa |
2
Free translation from the original prepared in Spanish
SUPERVISORY COMMITTEE'S REPORT ON THE REVIEW
OF INTERIM CONDENSED FINANCIAL STATEMENTS
To the Shareholders of:
Grupo Clarín S.A.
TAX ID No. 30-70700173-5
Registered office: Piedras 1743
City of Buenos Aires
- INTRODUCTION
In our capacity as members of Grupo Clarín S.A.'s Supervisory Committee, pursuant to the regulations of the Argentine Securities Commission (CNV, for its Spanish acronym) and the General Rules of Bolsas y Mercados Argentinos S.A., we have performed a review of:
- The attached interim condensed separate financial statements of Grupo Clarín S.A. comprising the separate statement of financial position as of September 30, 2020, the separate statement of comprehensive income for the nine-month and three-month periods ended September 30, 2020, the separate statement of changes in equity and the separate statement of cash flows for the nine-month period then ended and selected explanatory notes.
- The attached interim condensed consolidated financial statements of Grupo Clarín S.A. and its controlled companies comprising the consolidated statement of financial position as of September 30, 2020, the consolidated statement of comprehensive income for the nine-month and three-month periods ended September 30, 2020, the consolidated statement of changes in equity and the consolidated statement of cash flows for the nine-month period then ended and selected explanatory notes.
The balances and other information corresponding to fiscal year 2019 and its interim periods are an integral part of the financial statements mentioned above and, therefore, should be considered in relation to those financial statements.
- RESPONSIBILITY OF THE COMPANY'S MANAGEMENT
The Board of Directors Company is responsible for the preparation and presentation of the financial statements detailed in point I. in accordance with the International Financial Reporting Standards (IFRS) adopted by the Argentine Federation of Professional Councils of Economic Sciences ("FACPCE", for its Spanish acronym) as professional accounting standards and incorporated by the CNV to its regulations, as approved by the International Accounting Standards Board (IASB). Therefore, the Board of Directors is responsible for the preparation and presentation of these financial statements in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34).
- SCOPE OF OUR REVIEW
We conducted our review in accordance with effective statutory auditing standards established by the Argentine General Associations Law and by Technical Resolution No. 15 issued by the FACPCE. (amended by Technical Resolution No. 45 issued by the FACPCE). Said standards require that the review of the documents detailed in point I. be conducted in accordance with effective audit standards for the review of interim condensed financial statements; that the documents be checked for consistency with the information on corporate decisions stated in minutes and that such decisions conform to the law and the by-laws, in all formal and documentary aspects.
In order to conduct our professional work on the documents detailed in Point I., we have reviewed the work performed by the Company's external auditor, Alejandro J. Rosa, a partner of Price Waterhouse & Co. S.R.L., who issued his reports on December 4, 2020, pursuant to International Standard on Review Engagements 2410 ("ISRE 2410") about "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", which was adopted as a standard of review in Argentina through Technical Resolution No. 33 issued by the FACPCE as approved by the International Auditing and Assurance Standards Board (IAASB).
A review of interim financial information consists of making inquiries of the Company's personnel engaged in the preparation of the information included in the interim condensed financial statements and applying analytical and other review procedures. The scope of this review is substantially lower than that of an audit review performed in accordance with international auditing standards and, consequently, it does not enable us to obtain assurance that we would become aware of all significant matters that may be identified in an audit. Accordingly, we do not express an audit opinion on the Company's financial position, the comprehensive income and the cash flow position (both on a consolidated and separate basis).
We have not performed any management control and, therefore, we have not assessed the business criteria and decisions on administrative, financing, commercialization and production matters, since these issues are the exclusive responsibility of the Board of Directors.
IV. CONCLUSION
Based on our work, within the review scope described in point III of this report, nothing has come to our attention that caused us to believe that the financial statements mentioned in point I, paragraphs a) and b) are not prepared, in all material respects, in accordance with International Accounting Standard 34.
- REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with effective regulations, we report with respect to Grupo Clarín S.A. that:
- The interim condensed financial statements detailed in point I, paragraphs a) and b) comply with the provisions of the General Associations Law and the regulations concerning accounting documentation issued by the CNV, and have been transcribed to the Inventory and Balance Sheet Book.
- The financial statements detailed in point I paragraph a) arise from the Company's accounting records kept, in all formal aspects, in accordance with effective legislation.
- Furthermore, we report that in exercise of the legality control within our field of competence, during the nine-month period ended September 30, 2020 we have applied the procedures set forth in Section 294 of the General Associations Law, as deemed necessary pursuant to the circumstances and we have no observations to make in that regard.
- We have read the additional information to the notes to the financial statements detailed in Section I, paragraph a) required under Article 12, Chapter III, Title IV of CNV regulations, on which, as regards those matters that are within our competence, we have no observations to make.
City of Buenos Aires, December 4, 2020
Supervisory Committee
Carlos Alberto Pedro Di Candia
Chair
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Grupo Clarin SA published this content on 18 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 December 2020 18:28:06 UTC