T4F Entretenimento S.A.ri.t4f.com.br/timeforfun/web/arquivos/2Q12 Financial Statements.pdf ·...

T4F Entretenimento S.A.

Individual and Consolidated Interim Financial Information for the Quarter Ended June 30, 2012 and Report on Review of Interim Financial Information

Deloitte Touche Tohmatsu Auditores Independentes

(Convenience Translation into English from the Original Previously Issued in Portuguese)


REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Shareholders and Management of


São Paulo, SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of T4F

Entretenimento S.A. (the “Company”), included in the Interim Financial Information Form (ITR), for

the quarter ended June 30, 2012, which comprises the balance sheet as of June 30, 2012 and the related

income statement and statement of comprehensive income for the three-month and six-month periods

then ended and the statement of changes in equity and statement of cash flows for the six-month period

then ended, including the explanatory notes.

Management is responsible for the preparation of the individual interim financial information in accordance with CPC 21 – Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of Review

We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently 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.

Conclusion on the individual interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the ITR referred to above is not prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the Brazilian Securities Commission.

Conclusion on the consolidated interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the

accompanying consolidated interim financial information included in the ITR referred to above is not

prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation

Deloitte Touche Tohmatsu

© 2012 Deloitte Touche Tohmatsu. Todos os direitos reservados.

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of Interim Financial Information (ITR) and presented in accordance with the standards issued by the

Brazilian Securities Commission.

Other Matters

Statements of value added

We have also reviewed the individual and consolidated interim statements of value added (“DVA”),

for the six-month period ended June 30, 2012, prepared under the responsibility of the Company's

management, the presentation of which is required by the standards issued by the Brazilian Securities

Commission (CVM) applicable to the preparation of Interim Financial Information (ITR), and

considered as supplemental information for IFRS that does not require the presentation of DVA. These

statements were subject to the same review procedures described above and, based on our review,

nothing has come to our attention that causes us to believe that they are not prepared, in all material

respects, in relation to the individual and consolidated interim financial information taken as a whole.

The accompanying interim financial information has been translated into English for the convenience

of readers outside Brazil.

São Paulo, August 7, 2012

DELOITTE TOUCHE TOHMATSU Ismar de Moura

Auditores Independentes Engagement Partner


T4F ENTRETENIMENTO S.A.

BALANCE SHEET AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(In thousands of Brazilian reais - R$)

ASSETS Note 6/30/12 12/31/11 6/30/12 12/31/11 LIABILITIES AND SHAREHOLDERS EQUITY Note 6/30/12 12/31/11 6/30/12 12/31/11

CURRENT ASSETS CURRENT LIABILITIES

Cash and cash equivalents 6 184,869 225,011 213,275 263,277 Trade payables 15 23,794 23,325 50,259 43,988

Restricted cash 7 6,573 14,457 6,573 14,457 Borrowings and financing 16 40,654 41,931 51,281 41,931

Trade accounts receivables 8 84,393 42,303 125,190 59,962 Accrued payroll and related taxes 3,779 7,345 7,523 10,466

Inventories 128 488 1,843 2,352 Taxes payable 17 6,954 7,065 13,910 16,197

Recoverable taxes 9 2,793 1,822 13,272 13,181 Advances from customers 18 77,770 55,736 126,356 69,386

Advances to suppliers 10 12,987 3,931 19,427 7,508 Sponsorships - Cultural Incentive Law 19 4,942 11,330 4,942 11,330

Prepaid costs 11 21,890 24,303 96,390 52,520 Dividends payable 14,265 14,265 14,505 14,682

Dividends receivable from subsidiaries 2,555 2,555 - - Related parties 12 17,375 14,889 - -

Other receivables 225 206 11,948 8,254 Provision for tax, civil and labor risks 20 1,393 3,034 1,772 3,182

Total current assets 316,413 315,076 487,918 421,511 Other payables 133 668 5,662 2,152

Total current liabilities 191,059 179,588 276,210 213,314

NONCURRENT ASSETS

Long-term assets: NONCURRENT LIABILITIES

Deferred income and social contribution taxes 27 53,040 58,825 55,903 60,976 Borrowings and financing 16 75,000 93,750 75,000 93,750

Escrow deposits 2,762 2,711 4,105 4,101 Provision for tax, civil and labor risks 20 17,770 14,157 22,126 18,933

Prepaid costs 11 31 123 102 627 Deferred income and social contribution taxes 27 - - 2,534 361

Related parties 12 25,718 20,268 9,121 7,329 Taxes payable 17 5,736 6,113 7,889 8,426

Total long-term assets 81,551 81,927 69,231 73,033 Total noncurrent liabilities 98,506 114,020 107,549 121,470

Investments in subsidiaries 13.a) 101,651 77,076 - - SHAREHOLDERS EQUITY

Goodwill on acquisition of investments 13.b) 130,730 128,717 - - Capital 21 238,124 238,124 238,124 238,124

Property, plant and equipment 14.a) 12,933 23,939 51,066 39,590 Share issuance costs 21 (9,665) (9,665) (9,665) (9,665)

Intangible assets: Capital reserve 21 4,415 4,258 4,415 4,258

Goodwill on acquisition of investments 13.b) - - 137,500 135,325 Legal reserve 21 10,296 10,296 10,296 10,296

Other intangible assets 14.b) 1,845 2,050 3,320 3,353 Revaluation reserve 14.c) 1,516 1,589 1,516 1,589

Total noncurrent assets 328,710 313,709 261,117 251,301 Earnings retention reserve 21 99,813 85,177 99,813 85,177

Valuation adjustments to equity 21 11,059 5,398 11,059 5,398

Equity attributable to controlling shareholders 355,558 335,177 355,558 335,177

Noncontrolling interests in subsidiaries’ equity - - 9,718 2,851

Total consolidated shareholders equity 355,558 335,177 365,276 338,028

TOTAL ASSETS 645,123 628,785 749,035 672,812 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 645,123 628,785 749,035 672,812

The accompanying notes are an integral part of these interim financial statements.

- - - -

ConsolidatedCompany CompanyConsolidated

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STATEMENTS OF INCOME

FOR THE QUARTERS AND SIX-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011

(In thousands of Brazilian reais - R$, except earnings per share)

Note

4/1/12 1/1/12 4/1/11 1/1/11 4/1/12 1/1/12 4/1/11 1/1/11

to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11 to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

NET REVENUE 22 128,670 211,989 126,398 159,429 190,731 297,065 184,311 266,381

COSTS OF SERVICES AND SALES (101,352) (161,913) (85,185) (104,210) (141,553) (218,398) (132,670) (191,103)

GROSS PROFIT 27,318 50,076 41,213 55,219 49,178 78,667 51,641 75,278

OPERATING INCOME (EXPENSES)

Selling expenses (1,393) (1,948) (154) (816) (2,612) (3,883) (651) (2,545)

General and administrative expenses 23 (8,201) (21,267) (12,708) (24,416) (17,510) (38,259) (19,913) (38,573)

Management compensation 12.2 e 23 (5,387) (6,604) (3,642) (4,729) (5,896) (7,218) (3,855) (5,111)

Share of profits of subsidiaries 13 6,707 3,627 174 1,539 - - - -

Other operating income (expenses), net 26 (2,184) (2,720) (474) 1,830 (518) (667) 633 4,380

OPERATING PROFIT BEFORE FINANCIAL INCOME (EXPENSES) 16,860 21,164 24,409 28,627 22,642 28,640 27,855 33,429

FINANCIAL INCOME (EXPENSES) 25

Financial expenses (3,697) (9,080) (5,544) (10,473) (4,945) (11,031) (6,271) (12,156)

Financial income 3,699 9,085 9,715 11,657 4,135 10,192 10,338 13,004

Exchange and monetary variation, net (321) (821) (158) (300) (911) (2,800) (1,077) (1,044)

OPERATING PROFIT BEFORE INCOME TAX 16,541 20,348 28,422 29,511 20,921 25,001 30,845 33,233

AND SOCIAL CONTRIBUTION

INCOME TAX AND SOCIAL CONTRIBUTION

Current 27 - - - - (4,689) (5,392) (1,995) (3,256)

Deferred 27 (3,039) (5,785) (20,090) (20,340) (2,666) (4,894) (19,975) (20,214)

PROFIT FOR THE PERIOD 13,502 14,563 8,332 9,171 13,566 14,715 8,875 9,763

PROFIT ATTRIBUTABLE TO:

Controlling Shareholders - - - - 13,502 14,563 8,332 9,171

Noncontrolling interests - - - - 64 152 543 592

- - - - 13,566 14,715 8,875 9,763

BASIC EARNINGS PER SHARE - R$ 34 0.1949 0.2102 0.1204 0.1325 0.1949 0.2102 0.1204 0.1325

DILUTED EARNINGS PER SHARE - R$ 0.1901 0.2050 0.1205 0.1448 0.1901 0.2050 0.1205 0.1448


Company Consolidated

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STATEMENTS OF COMPREHENSIVE INCOME

FOR THE QUARTERS AND SIX-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011


4/1/12 1/1/12 4/1/11 1/1/11 4/1/12 1/1/12

to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11 to 6/30/12 to 6/30/12

PROFIT FOR THE PERIOD 13,502 14,563 8,332 9,171 13,566 14,715

Other comprehensive income:

Exchange differences on translating foreign operations 5,389 5,661 (412) (2,366) 5,389 5,661

Total comprehensive income for the period 18,891 20,224 7,920 6,805 18,955 20,376

Total comprehensive income attributable to:

Controlling Shareholders - - - - 18,891 20,224

Noncontrolling interests - - - - 64 152

- - - - 18,955 20,376



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STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 AND 2011


Capital

reserve Equity Non-controlling

Earnings Proposed Valuation attributable to interests in

Share Share Share-based Revaluation Legal retention additional Retained adjustments shareholders subsidiaries' ConsolidatedNote capital issuance costs payments reserve reserve reserve dividends earnings to equity controlling equity equity

BALANCES AS OF JANUARY 1, 2011 36,462 - - 1,726 7,292 55,319 27,524 - 2,912 131,235 2,083 133,318

Capital increase approved at ASM of February 14, 2011 21 13,075 - - - - (13,075) - - - - - -

Capital increase as RCA April 11, 2011 21 187,586 - - - - - - - - 187,586 - 187,586

Expenses on issuance of shares 21 - (9,504) - - - - - - - (9,504) - (9,504)

Profit for the period 21 - - - - - - - 9,171 - 9,171 592 9,763

Recognition of earnings retention reserve 21 - - - - - 9,171 - (9,171) - - - -

Share-based payments - - 3,626 - - - - - - 3,626 - 3,626

Realization of revaluation reserve 21 - - - (52) - 52 - - - - - -

Exchange differences on translating foreign operations 21 - - - - - - - - (2,366) (2,366) - (2,366)

Payment of additional 2010 dividends 21 - - - - - - (27,524) - - (27,524) - (27,524)

BALANCES AS OF JUNE 30, 2011 237,123 (9,504) 3,626 1,674 7,292 51,467 - - 546 292,224 2,675 294,899

BALANCES AS OF JANUARY 1, 2012 238,124 (9,665) 4,258 1,589 10,296 85,177 - - 5,398 335,177 2,851 338,028

Profit for the period 21 - - - - - - - 14,563 - 14,563 152 14,715

Recognition of earnings retention reserve 21 - - - - - 14,563 - (14,563) - - - -

Realization of revaluation reserve 21 - - - (73) - 73 - - - - - -

Share-based payments 31 - - 157 - - - - - - 157 - 157

Exchange differences on translating foreign subsidiaries 21 - - - - - - - - 5,661 5,661 - 5,661

Acquisition of equity interest from subsidiaries of noncontrolling shareholders - - - - - - - - - - 6,715 6,715

BALANCES AS OF JUNE 30, 2012 238,124 (9,665) 4,415 1,516 10,296 99,813 - - 11,059 355,558 9,718 365,276


Earnings reserves

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STATEMENTS OF CASH FLOWS



Note 6/30/12 6/30/11 6/30/12 6/30/11

CASH FLOWS FROM OPERATING ACTIVITIES

Profit for the period 14,563 9,171 14,715 9,763

Adjustments to reconcile profit for the period to net cash generated by

(used in) operating activities:

Share of profits of subsidiaries 13 (3,627) (1,539) - -

Depreciation and amortization 14 1,581 1,229 4,620 2,447

Residual value of property, plant and equipment written-off (33) - (25) 12

Deferred income tax and social contribution 5,785 20,340 4,894 20,214

Financial charges and exchange differences on balances with subsidiaries,

financing, borrowings and taxes payable 7,455 9,682 6,980 11,339

Share-based payments 157 1,077 157 1,077

Recognition (reversal) of provision for tax, civil and labor risks 2,730 (1,008) 2,153 (1,809)

Recognition (reversal) of allowance for doubtful accounts 23 (25) 98 77 109

(Increase) decrease in operating assets and increase (decrease) in operating liabilities:

Trade accounts receivables (42,065) (2,614) (64,959) (6,871)

Inventories 360 (23) 515 (90)

Recoverable taxes (971) (646) 160 3,082

Advances to suppliers (9,056) 236 (11,848) (2,224)

Other receivables (19) 149 (3,563) 1,654

Escrow deposits (51) (1,025) 6 (1,046)

Prepaid costs 2,505 11,368 (42,630) 11,477

Trade payables 397 6,836 5,764 11,431

Taxes payable 757 (6,211) (291) (10,352)

Accrued payroll and related taxes (3,566) 76 (2,997) 91

Advances from customers 22,034 (45,274) 56,705 (46,052)

Payment of tax, civil and labor lawsuits (686) (412) (686) (433)

Other payables 961 681 4,967 1,745

Cash generated by (used in) operating activities (814) 2,191 (25,286) 5,564

Payments of income tax and social contribution (1,245) - (2,779) (1,385)

Net cash generated by (used in) operating activities (2,059) 2,191 (28,065) 4,179

CASH FLOWS FROM INVESTING ACTIVITIES

Dividends received from subsidiaries - 226 - -

Goodwill on acquisition of investments 13.b) (2,012) - (2,012) -

Purchase of property, plant and equipment and intangibles 14 e 33 (2,565) (1,966) (6,662) (4,767)

Net cash used in investing activities (4,577) (1,740) (8,674) (4,767)

CASH FLOWS FROM FINANCING ACTIVITIES

Capital increase - issuance of new shares - 187,586 - 187,586

Share issuance costs - (14,400) - (14,400)

Related parties (6,558) 9,138 (1,530) 8,451

Payment of dividends - (36,699) (177) (36,699)

Contracting of borrowings and financing - - 10,627 -

Payment of debentures - principal (18,750) - (18,750) -

Payment of debentures - interest (8,198) (9,432) (8,198) (9,432)

Net cash generated by (used in) financing activities (33,506) 136,193 (18,028) 135,506

EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS - - 4,765 (1,155)

DECREASE IN CASH AND CASH EQUIVALENTS (40,142) 136,644 (50,002) 133,763

CASH AND CASH EQUIVALENTS

Cash and cash equivalents at beginning of period 225,011 69,859 263,277 120,934

Cash and cash equivalents at end of period 184,869 206,503 213,275 254,697

DECREASE IN CASH AND CASH EQUIVALENTS (40,142) 136,644 (50,002) 133,763


- - - -


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STATEMENTS OF VALUE ADDED



6/30/12 6/30/11 6/30/12 6/30/11

REVENUES

From services 243,225 181,821 335,871 298,492

Other operating income (expenses) (448) - 67 465

(Recognition) reversal of allowance for doubtful accounts 25 (98) (77) (109)

INPUTS PURCHASED FROM THIRD PARTIES

Cost of services (154,875) (100,773) (201,793) (174,514)

Supplies, power, outside services and other (12,294) (8,631) (19,049) (14,267)

Loss of assets (69) (4) (158) (106)

Other - (165) 1,448 (241)

GROSS VALUE ADDED 75,564 72,150 116,309 109,720

DEPRECIATION AND AMORTIZATION (1,581) (1,229) (4,620) (2,447)

VALUE ADDED NET 73,983 70,921 111,689 107,273

VALUE ADDED RECEIVED IN TRANSFER 11,673 13,099 7,899 13,211

Financial income including exchange variation 8,264 11,357 7,392 11,960

Share of profits of subsidiaries 3,627 1,539 - -

Other (218) 203 507 1,251

TOTAL VALUE ADDED FOR DISTRIBUTION 85,656 84,020 119,588 120,484

VALUE ADDED DISTRIBUTED

Personnel 20,141 17,939 34,530 28,910

Salaries and wages 17,915 14,729 31,365 24,731

Benefits 1,513 2,528 2,223 3,268

Severance pay fund (FGTS) 713 682 942 911

Taxes and fees 40,866 45,789 53,860 62,590

Federal 31,987 40,189 40,745 48,953

State 50 - 3,874 7,605

Municipal 8,829 5,600 9,241 6,032

Lenders and lessors 10,086 11,121 16,483 19,221

Interest 8,897 10,321 11,026 12,237

Leases 1,189 800 1,841 1,313

Other - - 3,616 5,671

Shareholders 14,563 9,171 14,715 9,763

Retained earnings 14,563 9,171 14,563 9,171

Non-controlling interests - - 152 592

TOTAL VALUE ADDED DISTRIBUTED 85,656 84,020 119,588 120,484



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NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE QUARTER AND SIX-MONTH PERIOD ENDED JUNE 30, 2012 (Amounts in thousands of Brazilian reais – R$, unless otherwise stated) _________________________________________________________________________________

1. GENERAL INFORMATION

T4F Entretenimento S.A. (“Company”), is a publicly-held corporation, with registered head office at Rua Fidêncio Ramos, 213, conjuntos 42, 52, 61 e 62, in São Paulo, SP, whose shares are traded in the Novo Mercado segment of the São Paulo Mercantile and Futures Exchange (BM&FBOVESPA) under tick symbol “SHOW3”, which together with its subsidiaries (“T4F Group”), is engaged in the management, promotion, organization, production, representation, programming and undertaking of live entertainment-related activities in general, such as sports, artistic and cultural events, and shows and performances of any type or nature, as well as the management and operation of performing arts venues, such as theaters, gymnasiums and stadiums. On April 13, 2011, the Company conducted its initial public offering (IPO), resulting in a R$187,586 contribution to its capital, corresponding to 11,724,138 Company common shares. The costs incurred on the IPO, amounting to R$9,665, net of taxes, were recognized in a special equity reduction line item.

The Company manages three venues in Brazil, Credicard Hall and Teatro Abril, in São Paulo, and Citibank Hall, in Rio de Janeiro, and a venue in Argentina: the Citi Opera House. Outside Brazil, Company operations include events in Argentina, Chile and Peru through its local subsidiaries. For sports events, the Company is responsible for promoting and advertising of car races, namely Copa Caixa Stock Car, Copa Chevrolet Montana, Copa Mini Challenge, and Copa Petrobrás de Marcas. Together, these car races form the main automobile event in Brazil. Beginning July 1, 2012, the Company started to run a new venue in Belo Horizonte called Chevrolet Hall. In line with its operational expansion plan, in March 2012 the Company acquired the control of Aurolights Equipamentos e Produção de Eventos S.A. and started a new activity, in the equipment and general accessories sale and lease segment for any type of events. The immediate controlling shareholder of the T4F Group is F.A. Comércio e Participações (“F.A. Part”), which holds a 28.14% interest in the same.

2. BASIS OF PREPARATION

Statement of compliance and basis of preparation


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The Company’s interim financial information, contained in the Interim Financial Information Form (ITR) for the quarter ended June 30, 2012, comprises:

• The consolidated interim financial information prepared in accordance with CPC 21 and IAS 34 Interim Financial Reporting issued by the International Accounting Standards Board (IASB), and presented consistently with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of interim financial statements.

• The individual interim financial information of the Company prepared in accordance with CPC 21 and presented consistently with the standards issued by the CVM, applicable to the preparation of interim financial statements.

The accounting practices adopted in Brazil comprise those included in the Brazilian Corporate Law and the Pronouncements, Guidelines and Interpretations issued by the Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities Commission (CVM).

The individual interim financial statements present the valuation of investments in subsidiaries by the equity method of accounting, pursuant to prevailing Brazilian statutes. Accordingly, these individual interim financial statements are not considered as in accordance with IFRSs, which require the measurement of such investments in separate financial statements of the parent, at their fair values or at cost.

The financial statements have been prepared based on the historical cost, except for certain financial instruments measured at their fair values, as described in the accounting policies below. The historical cost is generally based on the fair value of the consideration paid in exchange for an asset.

The significant accounting policies applied to the preparation of these individual and consolidated interim financial statements are presented below in note 3.

3. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies described below have been consistently applied to the quarters and six-month presented to the Company’s and consolidated interim financial statements:

a) General principles

Assets, liabilities, income and expenses are recognized on the accrual basis. Revenue from sales is recognized when all the inherent risks and rewards related to the product sold are transferred to the buyer or when services are actually provided. Revenue is stated net of deductions, including the tax on sales

b) Cash and cash equivalents

Comprise cash, banks and short-term investments. Short-term investments are stated at their fair values at the end of the reporting period, have maturities lower than 90 days, no fixed term for redemption, are highly-liquid, and are subject to an immaterial risk of change in value.

c) Trade accounts receivables and allowance for doubtful accounts

Trade receivables are stated and kept at their original amounts which approximate the


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amortized cost method, less the allowance for doubtful accounts, which is recognized based on an analysis of all receivables past-due for more than 90 days with respect to: (i) the customer’s justification for the delay; (ii) renegotiation and/or payment in installments of receivables; (iii) actual likelihood of receiving such amounts; and (iv) customer history, as shown in note 8. An allowance is recognized for receivables whose receiving is possible or remote. These amounts are not adjusted to present value since they have a short-term maturity and have an immaterial impact on the interim financial information.

d) Inventories

Stated at purchase cost, adjusted to realizable value and for possible losses, when applicable. The costs of inventories are determined under the average cost method.

e) Prepaid costs

Refers mainly to amounts paid in advance to conduct events, shows and performances, and are recorded in the income statement for the period as the related events, shows and performances are held. Management reviews the carrying amount of these assets to determine and assess their impairment periodically or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

f) Other current and noncurrent assets

Stated at the lower of cost or realizable value plus income and inflation adjustments earned, when applicable.

g) Investments in subsidiaries

In the individual interim financial statements, investments in subsidiaries are accounted for by the equity method.

h) Property, plant and equipment

Stated at purchase cost, including interest, when applicable, plus revaluation write-up, less depreciation calculated under the straight-line method at rates based on the estimated useful lives of the assets. Leasehold improvements, which are depreciated over the shorter of estimated useful lives of the assets or the lease terms.

i) Revaluation reserve

Recognized for the assets existing on January 1, 2006 and supported by appraisal reports issued by independent experts. Revalued assets refer to own assets represented by constructions, installations, leasehold improvements, furniture and fixtures, IT equipment and machinery and equipment, and is being realized as a credit to retained earnings accumulated by depreciation based on the revised estimated useful lives of the assets and/or by disposal. The related deferred income tax and social contribution are classified in balance sheet, as discussed in note 27.

j) Acquisitions of subsidiaries - goodwill

Business acquisitions are accounted for under the acquisition method. The valuable consideration transferred to the former owners of the acquiree and the equity interests by the


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Company in exchange for the control of the acquiree in a business combination are measured at fair value, which is calculated by adding the fair values of the transferred assets and the liabilities incurred by the entity on the date of acquisition.

Acquisitions carried out before the date of transition to IFRSs

As required by the accounting practices adopted in Brazil prior to Law 11638/07, the difference between the amount paid and the acquired subsidiary’s equity is accounted as goodwill, based on the expected future earnings of the acquired business. When the Company identifies changes in circumstances that indicate an impairment of goodwill, it recognizes a provision to reflect the recoverable amount of the impaired assets.

In compliance with CVM Instructions 319/99 and 349/99, when the Company merged its direct shareholder ADTSPE Empreendimentos e Participações S.A. (“ADTSPE”) in June 2007, goodwill that was originally recorded at ADTSPE was written off by means of a provision at ADTSPE itself. In addition, in accordance with prevailing tax regulations, this provision became deductible for tax purposes only after the merger of the company and based on the expected generation of operating profits. Therefore, an asset related to deferred income tax and social contribution arising from the merger process was recognized. Beginning January 1, 2008, goodwill is no longer amortized for accounting purposes and is tested for impairment, as prescribed by CVM Resolution 527/07, which approves CPC 01 Impairment of Assets.

The Company adopted the option granted by IFRS 1 First-time Adoption of International Financial Reporting Standards and did not adjust goodwill on business acquisitions carried out prior to January 1, 2008, and maintained such acquisitions at their carrying amounts on the transition date, pursuant to IFRS 1.

k) Other intangible assets (excluding goodwill)

Refers mainly to software licenses and trademarks and patents. The amortization of software licenses is calculated on a straight-line basis at rates that take into consideration the estimated useful lives of the assets. When there is evidence that an asset does not generate any more economic benefits, such asset is derecognized and charged to profit or loss.

l) Impairment of goodwill

Management established that the cash-generating units that correspond to each operating segment to which goodwill was allocated to conduct the impairment tests. These cash-generating units are tested for impairment annually or more frequently whenever there is an indication that a unit might be impaired. If the recoverable amount of a cash-generating unit is lower that its carrying amount, impairment losses are firstly allocated to write down the carrying amount of any goodwill allocated to the cash-generating units and subsequently to the other assets of it, prorated to the carrying amount of each of its assets. Goodwill impairment losses cannot be reversed in a subsequent period. This policy applies only to assets with finite useful lives.

Upon the sale of a subsidiary, the attributable goodwill amount is included in the calculation of the related gain or loss.


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m) Impairment of assets

Annually, the Company’s management reviews the carrying amounts of long-lived assets, especially property, plant and equipment, intangible assets, and prepaid costs, to be held and used in the Company’s operations, to determine and assess possible impairment on a periodic basis or whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets might be impaired.

Analyses are performed in order to identify circumstances that could require testing long-lived assets for impairment and measure potential impairment losses. Assets are grouped and tested for impairment based on expected future discounted cash flows over the estimated remaining useful lives of the assets. In this case, an impairment loss would be recognized based on the amount by which the carrying amount exceeds the probable recoverable amount of a long-lived asset. The probable recoverable amount of an asset is determined as the higher of: (i) fair value of assets less estimated costs to sell, and (ii) its value in use, which is equal to the present value of discounted cash flows derived from the asset or cash-generating unit.

Intangible assets with indefinite useful lives or not yet ready for use are tested for impairment at least annually or when there is any indication that such assets may be impaired.

The recoverable amount is the fair value less the lower of costs to sell or value-in-use. Estimates future cash flows are discounted to present value to determine the value-in-use at the pretax discount rate that reflects a current market assessment rate of the time value of money and the specific risks for the asset for which the cash flow estimate was not adjusted.

If the recoverable amount of an asset is lower than its carrying amount, the carrying amount is written down to its recoverable amount. An impairment loss is immediately recognized in profit or loss.

When an impairment loss is reversed in a subsequent period, the carrying amount of the asset is written up to reflect the revised estimate of its recoverable amount so that this amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. The reversal of an impairment loss is immediately recognized in profit or loss.

n) Borrowings, financing and debentures

Borrowings are initially recognized at fair value, upon de recognition of the funds, net of the transaction costs. Subsequently, they are measured at amortized cost, i.e., plus foreign exchange differences or inflation adjustments and the related financial charges incurred through the end of the reporting period, according to contractual terms and conditions, using the effective interest method.

The debentures are recognized at their principal, plus related charges, which are accounted for as financial expenses on interest and monetary variation. Transaction costs incurred when funds are raised are accounted for as a reduction in fair value initially recognized.

o) Other current and noncurrent liabilities

Stated at known or estimated amounts plus, when applicable, charges and inflation adjustments incurred, pursuant to agreements in effect.


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p) Provision

Recognized only when a past event results in a legal or constructive obligation, it is probable that disbursements will be required to settle an obligation, and the obligation amount can be reliably estimated.

The amount recognized as a provision corresponds to the best estimate of the payment required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties that surround such obligation.

q) Advances from customers

Refer to the amounts received in advance for services related to sponsorship agreements, lease of box sets and boxes in performing arts venues, space assignment, merchandising and sales in installments of tickets, which will be recorded in the income statements as the services are provided.

r) Revenue recognition

Rendering of services

Revenue from ticket sales (box office) is recognized when the events are held.

Revenue from convenience and delivery fees, originated in the sales of tickets via the Internet, by telephone, or in the points of sales is recognized when the convenience or ticket delivery service is provided.

Revenue from naming rights agreements refer to the naming of the venues and is recognized in income as the services are provided, based on the agreements’ effective period.

Revenue from sponsorship agreements is recognized when certain contractual obligations, such as, but not limited to, use of sponsor trademarks/images in all media used to publicize the event, granting exclusivity in the sponsor’s market segment, granting rights to use official trademarks and images of the event, and granting the right to the purchase in advance of tickets to customers of a certain sponsor, are complied with and/or discharged. Product sale revenue Food and beverage sales, and merchandising are recognized when the goods are transferred to customers.

s) Current and deferred income tax and social contribution

Current and deferred income tax and social contribution are recognized in the income statement except, when applicable, in the proportion related to items recognized directly in equity. In this case, taxes are recognized directly in equity.

Except for the foreign subsidiaries, where the tax rates prevailing in each of the countries where they are located are applied, and subsidiary T4F Alimentos, Bebidas e Ingressos Ltda., which calculated income tax and social contribution based on deemed income, income tax and social contribution on the Company’s and other Brazilian subsidiaries’ profits are calculated at


15

the tax rates of 25% and 9%, respectively, based on actual income.

Current income tax and social contribution expenses are calculated pursuant the tax law prevailing at the end of the reporting period, pursuant to Brazilian tax regulations. Management periodically measures the positions assumed in the income tax return regarding the situations where applicable tax law is subject to possibly different interpretations and, when appropriate, recognizes provisions based on the amounts it expects to pay tax authorities.

Deferred income tax and social contribution are calculated under the liability method on temporary differences arising from differences between the tax basis of assets and liabilities and their carrying amounts. Deferred income tax and social contribution are calculated using the tax rates effective at the end of the reporting period and that must be applied when the corresponding deferred income tax and social contribution assets are realized or deferred income tax and social contribution liabilities are settled.

Deferred income tax and social contribution assets are recognized only to the extent that there is a reasonable certainty that future taxable income will be available and against which temporary differences can be utilized.

The amounts of deferred income tax and social contribution assets and liabilities are only utilized when there is a legally enforceable right to offset current tax assets against tax liabilities and/or when deferred income tax and social contribution assets and liabilities are related to the income tax and social contribution levied by the same tax authorities on the taxable entity or different taxable entities, where there is intention to settle the net balances.

t) Foreign currency transactions

Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the exchange rate prevailing at the end of the reporting period. Gains and losses arising on the adjustment of these assets and liabilities are recognized in profit or loss for the period as foreign exchange differences.

u) Functional and presentation currency of the interim financial statements

Items included in the interim financial statements of the Company and each one of the subsidiaries included in the consolidated interim financial statements are measured using the currency of the main economic environment in which the companies operate (“functional currency”). The Company’s and its Brazilian subsidiaries’ functional currency is the Brazilian real. The functional currencies of foreign subsidiaries are as follows: (i) Argentina: Argentinean peso; (ii) Chile: Chilean peso; and (iii) United States: US dollar. The financial statements of foreign subsidiaries are translated into Brazilian reais and exchange differences on translating foreign operations are recognized in equity, in line item ‘Valuation adjustments to equity’, and recognized in profit or loss for the period when such investments are realized. The consolidated interim financial statements are presented in Brazilian reais.

The results of operations and the financial positions of all the subsidiaries included in the consolidated interim financial statements (none of which located in hyperinflationary economies) which have a functional currency different from the reporting currency are translated to the reporting currency as follows:


16

i) Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period.

ii) Income and expense accounts are translated at the average monthly exchange rate.

iii) All exchange differences are recognized in the statement of comprehensive income, in line item ‘Exchange differences on translating foreign operations’.

v) Segment reporting

The report on operating segments is consistent with the internal report provided to the chief operating decision maker. The chief operating decision maker, responsible for allocating resources to the operating segments and assessing their performance, is represented by the Company’s executive committee.

w) Financial instruments

Financial assets and financial liabilities are recognized when a Group entity becomes a party to the underlying contract.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of financial assets and financial liabilities, as applicable, on their initial recognition. Transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through income are immediately recognized in income. Classification

Financial assets held by the Company are classified into the following categories: (1) held-to-maturity financial assets; (2) available-for-sale financial assets; and (3) loans and receivables. The classification depends on the purpose for which the financial assets have been acquired or contracted.

(1) Held-to-maturity financial assets

Comprise investments in certain financial assets classified at their inception to be held to maturity, which are measured at cost of acquisition, plus income earned according to the contractual terms and conditions.

(2) Available-for-sale financial assets

When applicable, non-derivative financial assets are included in this category, such as securities and/or shares, whether or not quoted in active markets, or which are not quoted in an active market but whose fair values can be reasonably estimated.

(3) Loans and receivables

Include non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are recorded in current assets, except for maturities greater


17

than 12 months after the end of the reporting period, when applicable, which are classified as noncurrent assets. At the end of the reporting period, in the case of the Company, comprises cash and cash equivalents (note 6), the balances of trade receivables (note 8), and related parties (note 12).

Measurement

Regular purchases and sales of financial assets are recognized on trade day, i.e., on the date the Company agrees to buy or sell the asset. Financial assets at fair value through profit or loss are initially recognized at their fair value and transaction costs are expenses. Loans and receivables are accounted for at the amortized cost.

Gains or losses resulting from changes in the fair value of financial assets at fair value through profit or loss are recognized in the income statement in ‘Financial income’ or ‘Financial expenses’, respectively, in the period in which they occur. Changes in financial assets classified as available for sale, when applicable, are recorded in ‘Other comprehensive income’ until the financial assets are settled, when they are ultimately reclassified to profit or loss for the period.

Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount is recorded in the balance sheet when there is a legally enforceable right to set off recognized amounts and intention to either settle them on a net basis or to recognize the asset and settle the liability simultaneously.

Derivatives

Derivative financial instruments contracted by the Company and its subsidiaries consist of swaps used exclusively to hedge against currency risks related to the positions in the balance sheet plus the projected foreign currency-denominated cash flows, and are measured at fair value, and related changes are recorded in profit or loss for the period.

The fair value of derivatives is calculated by the Company’s treasury function based on information on each transaction and related market inputs available at the end of the reporting period, such as interest rates and exchange coupon. When applicable, these inputs are compared with the positions reported by the trading desks of each involved financial institution.

Although the Company and its subsidiaries use derivatives for hedging purposes, they do not adopt the hedge accounting.

The fair values of these derivatives are disclosed in note 28.

Other financial liabilities

Other financial liabilities, including debentures, are measured at the amortized cost using the effective interest method.

The effective interest method is used to calculate the amortized cost of a financial liability and allocate its interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts (including all fees and points paid


18

or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

x) Share-based payments

The share-based payment plan contracts entered into by the Company and its executives set out the gains arising from the appreciation of the underlying securities, that would be settled in cash, duly measured at their fair values, and are, therefore, recognized as capital reserves in equity, with a balancing item in liabilities, called financial liabilities. However, said contracts also established that if an IPO were conducted, the Company would no longer be liable for the payment of such gains in cash and the benefited executives can exercise their vested stock options.

Accordingly, with the registration of the Company as a publicly-traded company and the related IPO conducted on April 13, 2011, as shown in note 1, the stock options previously classified as financial liabilities have been converted into equity instruments, duly measured at their fair values on that date.

The fair value of such instruments was calculated using the Black & Scholes pricing model on the date they were converted into equity instruments, individually for each benefited executive, since grant date, which was on September 28, 2007.

The expense corresponding to the fair value of the consideration for the services provided by the benefited executives is recognized in the income statement for the period when more stock options become vested, i.e., the accrual period of the service consideration (see note 31).

y) Leases

Leases are classified as finance leases when they substantially transfer all the risks and rewards incidental to ownership to the lessee. All other leases are classified as operating leases.

Operating leases payments are recognized as expenses on a straight-line basis over the lease term, except when another approach is more appropriate to reflect the timing the economic benefits of the leased asset are consumed. Contingent payments arising on operating leases are recognized as expenses for the period they are incurred.

When the Company receives incentives to enter into an operating lease, such incentives are recognized as liabilities and subsequently recognized as a reduction in lease expenses on a straight-line basis, except when another approach is more appropriate to reflect the timing the economic benefits of the leased asset are consumed.

z) Presentation of earnings per share

Pursuant to IAS 33 and CPC 41 Earnings per Share, earnings per share are presented as basic and diluted, as described in note 34.


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aa) Statements of value added

The purpose of this statement is to disclose the wealth created by the Company and its subsidiaries, and its distribution during a certain reporting period, and is presented by the Company, as required by the Brazilian Corporate Law, as an integral part of its individual financial statements, and as supplemental information of the consolidated interim financial statements, since this statement is not required by IFRSs.

The statement of value added was prepared using information obtained in the same accounting records used to prepare the interim financial statements and pursuant to the provisions of CPC 09 Statement of Value Added. The first part of this statement presents the wealth created by the Company, represented by revenue (gross sales revenue, including taxes levied thereon, other income, and the effects of the allowance for doubtful accounts), inputs acquired from third parties (cost of sales and purchase of materials, electric power, and outside services, including taxes levied at the time of the acquisition, the effects of impairment losses, and depreciation and amortization), and the wealth received from third parties (equity in subsidiaries, financial income, and other income). The second part of the statement of value added presents the distribution of wealth among personnel, taxes, fees and contributions, lenders and lessors, and shareholders.

bb) Reclassification

The net share issuance costs previously stated as a reduction of capital as at December 31, 2011, were reclassified to a specific reserve line item of equity.

Deferred tax assets and liabilities previously carried at their gross amounts in the balance sheet as at December 31, 2011, were reclassified to the legal entity level and are carried at their net amounts.

For better comparative purposes, certain assets and liabilities were reclassified at December 31, 2011 from line items ‘Trade receivables’ and ‘Trade payables’ to ‘Other receivables’ and ‘Other payables’, respectively.

cc) New and revised standards and interpretations

Until June 30, 2012, some new standards issued by the IASB became effective and other standards will become effective for fiscal years 2012 and 2013. The Company’s management assessed these new standards and does not expect any significant effects on the reported amounts.

The following standards and revised standards have been issued and are mandatory for reporting periods beginning on or after January 1, 2012. However, the Company did not early adopt these standards and revised standards.

CPC had not yet issued certain pronouncements equivalent to IFRSs that were or would become effective on or after June 30, 2012. However, because of the CPC’s commitment to keep the set of standards issued updated according to the changes made by the IASB, it is expected that the standards and revised standards issued by the IASB will be approved and become effective.


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4. KEY ESTIMATES AND JUDGMENTS

The estimates and underlying assumptions are reviewed on an ongoing basis and are based on historical experience and other factors that are considered to be relevant in the circumstances. The Company uses assumptions and estimates for the future to provide an understanding how the Company make its judgments on future events, including the variables and the assumptions used in the estimates, which require judgment regarding the impacts of relatively uncertain issues on the carrying amounts of its assets and liabilities; actual results may differ from these estimates.

In applying the accounting policies described above, the Company’s and its subsidiaries’ management adopted the following assumptions that could affect their interim financial statements:

a) Deferred income tax and social contribution

The liability method (according to the Liability Method concept described in IAS 12, equivalent to CPC 32 Income Taxes) of accounting for income tax is used for deferred income taxes arising from temporary differences between the carrying amount of assets and liabilities and their tax amounts. Deferred income tax assets are revised at the each end of the annual reporting period and written down by the amount that is not realizable using future taxable income. Deferred income tax assets and liabilities are calculated tax rates applicable to taxable income in the years in which those temporary differences are expected to be realized. Future taxable income may be higher or lower than estimates made when determining whether it is necessary to record a tax asset.

Credits recognized on tax loss carryforwards are supported by taxable income projections, based on feasibility studies annually submitted to the Board of Directors. These studies consider the Company’s and its subsidiaries’ history of profitability, and profitability maintenance prospects, which permit to make a credit recovery estimate in future years. Other credits, based in temporary differences, especially the reserve for contingent tax liabilities, and the allowance for losses, were recognized according to their expected realization.

b) Financial instrument´s derivatives

The Company measures its financial instrument´s derivatives at fair value at the end of the reporting period, and the main evidence of fair value are the quotations obtained from market participants. However, the extreme volatility of the currency and interest rate markets in Brazil caused, in certain periods, significant changes in future exchange rates and interest rates over very short periods of time, producing significant changes in the market value of swaps and other financial instruments over a short timeframe. The fair value recognized in the consolidated interim financial statements may not necessarily reflect the cash amount the Company would receive or pay, as applicable, if it settled the transactions at the end of the reporting period.

c) Impairment test of long-lived assets

There are specific rules to assess the impairment of long-lived assets, especially property, plant and equipment, goodwill, and other intangible assets. At the end of the reporting period, the Company conducts an analysis to determine if there are evidences that its long-lived assets are impaired. No evidence was identified by June 30, 2012.


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The recoverable amount of an asset is the higher of: (i) its fair value less costs to sell; and (ii) its value-in-use. The value-in-use is equivalent to discounted cash flows (before taxes) arising from the continuous use of the asset up to the end of its useful life.

The Company assesses the recoverability of goodwill annually and uses market-accepted practices, including discounted cash flows, to compare the carrying amount of assets with their recoverable amounts.

The recoverability of goodwill is assessed based on the analysis and identification of events and circumstances that could result from the need to anticipate the annual test. The test is anticipated if any event or circumstance indicates that goodwill may be impaired.

The tests conducted did not identify the need to recognize new goodwill impairment losses.

d) Provision for tax, civil, and labor risks

The Company is a party to several judicial and administrative proceedings, as described in note 20. The provision is recognized for all contingencies arising legal proceedings representing probable losses that can be reliably estimated. The likelihood of loss is assessed based on available evidences, the hierarchy of laws, available case rulings, most recent court decisions and their relevance within the legal system, and the assessment made by the outside legal counsel. Management believes that these provisions for tax, civil, and labor contingent liabilities are accurately presented in the interim financial statements.

e) Allowance for doubtful accounts

The allowance for doubtful accounts on trade receivables is estimated based on the history of losses and is considered sufficient by management to cover probable losses.

f) Revenue recognition

Certain sponsorship agreements provide for the delivery of services and/or contractual rights, which are provided in different time periods over the term of the agreements, which require management to make a judgment on the portion of revenue corresponding to each agreement and their appropriate recognition.

5. CONSOLIDATION

The financial statements of all investees used in preparing the consolidated interim financial statements were prepared as of the same reporting date, using accounting policies consistent with those described in note 3. The Company's investments in proportion to the investor's interest in the subsidiaries' equity and profit or losses, and intragroup balances and transactions have been eliminated. Noncontrolling interests in subsidiaries are separately stated. In preparing consolidated interim financial statements, the income statements, statements of comprehensive income, statements of cash flows, and statements of value added, and all other changes in assets and liabilities are translated into Brazilian reais at the average annual foreign exchange rate, considering an amount close to the foreign exchange rate prevailing at the date of the related transactions. The balance sheet is translated into Brazilian reais at the foreign exchange rate prevailing at the end of the reporting period.


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The effects of changes in foreign exchange rates during the period on equity at the beginning of the period are recognized as a change in equity, as the difference between retained earnings or accumulated losses is recognized at the average foreign exchange rates prevailing at end of the period. The cumulative amount of the exchange differences is presented as a separate component in equity, in line item ‘Valuation adjustments to equity’. In case of disposal or partial disposal of a foreign subsidiary, the cumulative exchange difference is recognized in the income statement as part of the gain or loss on the disposal of investment, pursuant to CPC 02 The Effects of Changes in Foreign Exchange Rates. Consolidation encompasses the interim financial information of the Company and the following direct and indirect subsidiaries:

The Company’s subsidiaries are engaged in:

• Área Marketing Brasil Ltda. (wholly-owned subsidiary - 99.99%): the import and sale of promotional material related to the entertainment and marketing industry, and organizing and holding sports, artistic, and cultural events.

• Metropolitan Empreendimentos S.A. (wholly-owned subsidiary - 99.99%): the promotion and organization of, and holding artistic and cultural events, concerts, and shows in general.

• T4F Alimentos, Bebidas e Ingressos Ltda. (wholly-owned subsidiary – 99.99%): the sale of tickets to concerts and artistic performances in performing arts venues, theaters, movie

Direct subsidiaries 6/30/12 12/31/11

Área Marketing Brasil Ltda. 99.99 99.99

Metropolitan Empreendimentos S.A. 99.99 99.99

T4F Alimentos, Bebidas e Ingressos Ltda. 99.99 99.99

T4F Inversiones S.A. and B.A. Inversiones S.A. 100.00 100.00

T4F USA Inc. 100.00 100.00

Ticket Co. SpA 100.00 100.00

Vicar Promoções Desportivas S.A. 75.00 75.00

Aurolights Equipamentos e Produção de Eventos S.A. 69.48 -

Indirect subsidiaries 6/30/12 12/31/11 T4F Entretenimientos Argentina S.A. 100.00 100.00 Pop Art S.A. 100.00 100.00 Ticketmaster Argentina S.A. 100.00 100.00 Ticketek Argentina S.A. 100.00 100.00 Clemente Lococo S.A. 100.00 100.00 T4F Chile S.A. 100.00 100.00 Ticketmaster Chile S.A. 100.00 100.00 Promaser S.A. 100.00 100.00

Equity interests - %

Equity interests - %


23

theaters, gymnasiums and stadiums; the sale of food and beverages in general, and products directly related to the entertainment industry; the provision of box office automation services, by supplying technology and technical assistance; and the provision of ticket production, distribution, sales and/or intermediation services for any type of sports, cultural or entertainment events in general.

• T4F Inversiones S.A. and B.A. Inversiones S.A. (wholly-owned subsidiaries - 100%): located in Argentina, these are holding companies whose purpose is to invest in or make capital contributions to companies incorporated or to be incorporated in Argentina or abroad. T4F Inversiones S.A. currently holds direct or indirect interests in the following companies: T4F Entretenimientos Argentina S.A.- 95%, Ticketmaster Argentina S.A. - 95%, Ticketek Argentina S.A. - 5%, Clemente Lococo S.A. - 95%, Pop Art S.A. - 100%, T4F Chile S.A. - 99.31%, Ticketmaster Chile S.A. - 99.35%, and B.A. Inversiones - 5%. B.A. Inversiones S.A., in turn, holds direct or indirect interests in the following companies: T4F Inversiones S.A. - 41.07%, T4F Entretenimientos Argentina S.A. - 5%, Clemente Lococo S.A. - 5%, Ticketek Argentina S.A. - 95%, and Ticketmaster Argentina - 5%.

• T4F USA Inc. (wholly-owned subsidiary - 100%): incorporated on November 26, 2007, in the State of Florida, USA, is engaged in intermediating international concerts.

• Ticket CO. SpA. (wholly-owned subsidiary - 100%), located in Chile, is mainly engaged in selling and marketing sports events and entertainment tickets.

• Vicar Promoções Desportivas S.A. (subsidiary - 75%): mainly engaged in providing publicity, promotion and organization services in the sports events area, and is currently responsible for promoting Stock Car races in Brazil.

• Aurolights Equipamentos e Produção de Eventos S.A. (subsidiary – 69.48%) – it is mainly engaged is the sale and lease of equipment and accessories for artistic and cultural events, concerts and performances in general, the provision of organizational consulting and advisory on projects and the production of any type of events.

6. CASH AND CASH EQUIVALENTS

6/30/12 12/31/11 6/30/12 12/31/11

Cash and banks 11,094 7,946 19,395 24,354 Short-term investments: Balanced Fund (a) - - 2,020 5,434

Bank Certificates of Deposit (CDBs)/Interbank Certificates of Deposit (CDI) (b) 22,617 60,982 31,125 65,905 DI repurchase agreement (c) 151,158 156,083 160,210 166,161 Money market (d) - - 525 1,423

Total 184,869 225,011 213,275 263,277



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a) Investments in highly-liquid, fixed-income securities in the subsidiaries in Argentina and Chile, with an immaterial risk of change in value and average yield pegged to market rates.

b) Highly-liquid, fixed-term CDBs, which yield rates ranging from 96.5 to 101% of the interbank deposit rate (CDI) fluctuation (98 to 102% at December 31, 2011), maintained in Brazilian financial institutions. CDBs are classified in line item ‘Cash and cash equivalents’ because they are financial assets that can be immediately redeemed without any decrease in redeemable amounts.

c) Highly-liquid, fixed-term deposits, which yield average rates ranging of 98.9% of CDI fluctuation (100% at December 31, 2011), maintained in Brazilian financial institutions. These transactions are classified in line item ‘Cash and cash equivalents’ because they are financial assets that can be immediately redeemed without any decrease in redeemable amounts.

d) Foreign, high-liquid investment in the money market, yielding 0.60% per year, and redeemable at any time. As at June 30, 2012, its balance is U$260,000.

7. RESTRICTED CASH

Refer to the funds that will be invested in cultural projects exploited by the Company, held on behalf of the Parent or its subsidiaries in Banco do Brasil S.A. and linked exclusively to their use in Rouanet Act projects (see note 19). Total restricted cash amounts is R$6,573 (R$14,457 at December 31, 2011). As at June 30, 2012, R$4,990 was invested in highly-liquid, fixed-term CDBs, which yield average rates equivalent to 100.1% of CDI fluctuation, maintained in Brazilian financial institutions. The remaining amount was deposited in a bank account.

8. TRADE RECEIVABLES

a) Broken down as follows:

(i) Billed amounts related to sponsorship, box set and box, and naming rights contracts.

(ii) Receivables originated by the sale of tickets through credit card companies.

(iii) Unbilled amounts arising from services provided related to sponsorship, box set, box, and

6/30/12 12/31/11 6/30/12 12/31/11

Billed receivables (i) 3,351 4,401 22,817 14,836 Box office (ii) 30,697 21,289 51,129 28,302 Unbilled sponsorships, box sets and boxes (iii) 50,464 16,757 52,393 17,896

Total trade receivables 84,512 42,447 126,339 61,034

Allowance for doubtful accounts (119) (144) (1,149) (1,072)

Total 84,393 42,303 125,190 59,962

ConsolidatedCompany


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naming rights contracts.

b) The aging list of trade receivables is as follows:

c) Allowance to write down trade receivables to their recoverable amounts

The changes in the allowance for doubtful accounts are as follows:

9. RECOVERABLE TAXES

(i) Tax on gross revenue levied at the rates of 3-4 percent, withheld by the credit card companies when they pay to the Argentinean subsidiaries for tickets sold and pay using credit cards. Taxes are offset as the taxable event occurs. As the tickets are sold before the shows, the tax is withheld before there is an actual payment obligation and, therefore, this is how the right to offset is recognized.

6/30/12 12/31/11 6/30/12 12/31/11Falling due: 83,994 40,909 101,513 51,377 Past-due:Up to 30 days 131 1,390 15,990 2,895 31 to 60 days - 4 3,208 2,990 61 to 90 days 334 - 1,150 378 91 to 180 days - 39 558 928 Over 180 days 53 105 3,920 2,466

Total trade receivables 84,512 42,447 126,339 61,034



Balance at December 31, 2011 144 1,072 Additions - 102 Reversals and write-offs (25) (25) Balance at June 30, 2012 119 1,149

6/30/12 12/31/11 6/30/12 12/31/11

Prepaid income tax and social contribution 1,177 1,178 7,608 4,542 Withholding income tax (IRRF) 1,265 400 1,559 3,059 Tax on revenue (PIS) - 18 47 78 Tax on revenue (COFINS) - 81 215 360 Value Added Tax (VAT) - - 1,302 259 Taxes on billings (i) - - 1,541 4,351

Other 351 145 1,000 532

Total 2,793 1,822 13,272 13,181



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10. ADVANCES TO SUPPLIERS

(i) Refer to advances to suppliers made to conducts events, concerts and performances not yet billed by the suppliers, which will be recognized in income when such events, concerts and performances are held.

11. PREPAID COSTS

Refer mainly to amounts paid in advance and already billed by the suppliers to conduct events, shows and performances basically consisting of performers’ fees and production fixtures, which are recognized in income as the related events are held.

12. RELATED PARTIES

As at June 30, 2012 and December 31, 2011, the Company had transactions with the following related companies:

12.1. Intragroup transactions

a) June 30, 2012

Company

6/30/12 12/31/11 6/30/12 12/31/11

Contracted events, concerts and performances (i) 12,454 3,714 17,316 6,991 Other 533 217 2,111 517 Total 12,987 3,931 19,427 7,508


6/30/12 12/31/11 6/30/12 12/31/11

Contracted events, concerts and performances 20,538 23,870 93,453 50,668 Other 1,383 556 3,039 2,479 Total 21,921 24,426 96,492 53,147

Current 21,890 24,303 96,390 52,520

Noncurrent 31 123 102 627



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Consolidated

b) December 31, 2011

Company

Noncurrent CurrentFinancial

(expenses)assets liabilities income

Aurolights Equipamentos e Produção de Eventos S.A. (v) - 1,000 - B.A. Inversiones S.A. 446 - 10 CIE Internacional S.A. de C.V. (iii) 5,358 - 313 F.A. Comércio e Participações S.A. 39 - 2 Metropolitan Empreendimentos S.A. 348 639 - Ocesa Entretenimiento, S.A. de C.V. (iii) 724 - 103 T4F Alimentos, Bebidas e Ingressos Ltda. 128 33 - T4F Chile S.A. (iv) 1,090 14,233 (1,263)T4F Entretenimientos Argentina S.A. (i) 4,398 1,168 31

T4F Inversiones S.A. (ii) 13,026 - 494

T4F USA Inc. - 292 (65)Vicar Promoções Desportivas S.A. 161 10 - Total 25,718 17,375 (375)

Noncurrent CurrentFinancial

(expenses)assets liabilities income

CIE Internacional S.A. de C.V. (iii) 8,324 - 439 F.A. Comércio e Participações S.A. 73 - 2 Ocesa Entretenimiento, S.A. de C.V. (iii) 724 - 103 Total 9,121 - 544


28

Consolidated

(i) Represented mainly by the amount receivable from agreement entered into on July 1, 2009 by the Company and subsidiary T4F Entretenimientos Argentina S.A. as a result of a decision made by the Extraordinary Shareholders' Meeting that the “aportes irrevocables” owned by the Company, totaling AR$5,206,000, will not be added to the capital of this subsidiary. These contributions, until then recognized in the subsidiary’s equity and in the Company’s line item ‘Investments in subsidiaries’, were reclassified to related parties. The amounts will be annually adjusted at LIBOR plus one percent interest, after the second year of the agreement, and will be repaid to the Company within five years.

(ii) Represented mainly by the intergroup loan agreement entered into on July 1, 2009 by the Company and subsidiary T4F Inversiones S.A. as a result of a decision made by the Extraordinary Shareholders' Meeting that the “aportes irrevocables” owned by the Company, totaling AR$25,654,000, will not be added to the capital of this subsidiary. These contributions, until then recognized in the subsidiary’s equity and in the Company’s line item ‘Investments in subsidiaries’, were reclassified to related parties. The amounts will be annually adjusted at LIBOR plus one percent interest, after the second year of the agreement, and will be repaid to the Company within five years.

(iii) The Company and its subsidiaries have entered into with their former controlling shareholders CIE Internacional S.A. de C.V., OCESA Entretenimientos S.A. de

Noncurrent Currentassets liabilities

Área Marketing Brasil Ltda. 77 - B.A. Inversiones S.A. 435 - CIE Internacional S.A. de C.V. (iii) 4,072 - Metropolitan Empreendimentos S.A. - 252 Ocesa Entretenimiento, S.A. de C.V. (iii) 1,260 - T4F Alimentos, Bebidas e Ingressos Ltda. - 90 T4F Chile S.A. (iv) - 14,276 T4F Entretenimientos Argentina S.A. (i) 1,784 - T4F Inversiones S.A. (ii) 12,532 - T4F USA Inc. - 271 Vicar Promoções Desportivas S.A. 108 - Total 20,268 14,889

Noncurrent Currentassets liabilities

CIE Internacional S.A. de C.V. (iii) 6,069 - Ocesa Entretenimiento, S.A. de C.V. (iii) 1,260 - Total 7,329 -


29

C.V., and the current controlling shareholder Fernando Luiz Alterio agreements under which these acknowledge their liability for any contingencies derived from events that occurred from December 1, 2000 to May 14, 2007, as described in note 20. In compliance with these agreements, at June 30, 2012 the Company records receivables from CIE Internacional S.A. de C.V. amounting to R$6,082, Company, and R$9,048, on a consolidated basis, and receivables from OCESA Entretenimientos S.A. de C.V. amounting to R$157, Company and on a consolidated (the remaining balance refers to amounts arising from operating expenses on events). These balances are adjusted based on the CDI fluctuation plus the interest surcharge on debentures.

The dividends distributed by the Company and paid on March 30, 2011 to its former controlling shareholder CIE Internacional S.A. de C.V., totaling R$8,804, was withheld to partially settle this balance.

On April 27, 2012, the Annual Shareholders’ Meeting decided that the portion of dividends distributed by the Company to be paid on July 11, 2012, amounting to R$1,393, will be withheld for the partial settlement of the outstanding balances.

(iv) On December 14, 2009, the Company raised an intragroup loan with subsidiary T4F Chile S.A. totaling US$8,000,000 partially amortized in May 2012. The loan is annually adjusted at LIBOR plus one percent interest, repayable within five years.

The other balances refer to the transfer of funds between related parties to cover cash requirements and for the payment of expenses, which do not bear any interest and have no maturities.

(v) Amount related to the Company’s capital contribution to Aurolights Equipamentos e Produção de Eventos S.A, whose equity interest was acquired on March 30, 2012.

12.2. Management compensation

Total management compensation is as follows:

Company

Fixed Variable (*) Total Fixed Variable (*) Total

Directors 61 - 61 123 - 123 Officers 1,179 4,147 5,326 2,334 4,147 6,481

Total 1,240 4,147 5,387 2,457 4,147 6,604

1/1/12to 6/30/12

4/1/12

Compensationto 6/30/12

Compensation


30

(*) Refers to profit sharing recognized in the period. The amounts include any additions and/or reversals to the accruals made in the previous year in view of the final assessment of the targets established for officers.

Management does not receive: (i) postemployment benefits; (ii) other long-term benefits; or (iii) severance benefits. Management compensation's ceiling for the year ending December 31, 2012 was set at R$11,200.

13. INVESTMENTS IN SUBSIDIARIES

a) Information on subsidiaries

a.1) June 30, 2012

Company


Directors 61 - 61 123 - 123 Officers 1,299 2,282 3,581 2,324 2,282 4,606 Total 1,360 2,282 3,642 2,447 2,282 4,729

4/1/11

Compensation

1/1/11

Compensationto 6/30/11 to 6/30/11

Consolidated



to 6/30/12 to 6/30/12Compensation

4/1/12 1/1/12

Compensation

Consolidated



Compensation

4/1/11 1/1/11to 6/30/11 to 6/30/11

Compensation


31

a.2) December 31, 2011

a.3) Changes in line item ‘Investments in subsidiaries’ at June 30, 2012

(i) On March 30, 2012, the Company carried out: (i) the acquisition of equity interest in said company for R$4,000; (ii) a capital contribution amounting to R$13,300, of which R$12,300 in equipment and R$1,000 in cash to be settled in a subsequent period, totaling an investment of R$17,300, of which R$2,012 are recorded as goodwill arising on acquisition of investments.

Profit Share of profit Investments

(loss) for Equity of subsidiaries in subsidiaries

Direct or indirect subsidiaries Equity the period interests - % 6/30/12 6/30/12Área Marketing Brasil Ltda. 947 (177) 99.99 (177) 947

Aurolights Equipamentos e Produção de Eventos S.A. 20,462 (1,541) 69.48 (1,071) 14,217

Metropolitan Empreendimentos S.A. 8,678 (447) 99.99 (447) 8,678

T4F Alimentos, Bebidas e Ingressos Ltda. 8,298 3,415 99.99 3,415 8,298

T4F Inversiones S.A. and B.A Inversiones S.A. 57,223 283 100.00 283 57,223

T4F USA Inc. 1,335 (783) 100.00 (783) 1,335

Ticket Co. SpA. 535 542 100.00 542 535

Vicar Promoções Desportivas S.A. 13,890 2,487 75.00 1,865 10,418

Total 3,627 101,651

Investments

Profit for Equity in subsidiaries Direct or indirect subsidiaries Equity the period interests - % 2011

Área Marketing Brasil Ltda. 1,124 79 99.99 1,124

Metropolitan Empreendimentos S.A. 9,126 890 99.99 9,126

T4F Alimentos, Bebidas e Ingressos Ltda. 4,883 6,431 99.99 4,883

T4F Inversiones S.A. and B.A Inversiones S.A. 51,371 5,482 100.00 51,371

T4F USA Inc. 2,020 627 100.00 2,020

Vicar Promoções Desportivas S.A. 11,402 4,030 75.00 8,552

Total 77,076

Company

77,076

3,627

5,660

15,288

101,651 Net investment balances at June 30, 2012

Net investment balances at December 31, 2011

Share of profits of subsidiaries

Cumulative translation adjustments

Acquisition of control Aurolights Equipamentos e Produção de Eventos S.A. (i)


32

a.4) Changes in line item ‘Investments in subsidiaries’ at June 30, 2011

b) Goodwill on acquisition of investments

(i) Up to 2006, when equity interest was acquired, the Company became the holder of 55% of the capital of Vicar Promoções Desportivas S.A., generating goodwill of R$6,168.

The Investment Agreement and Other Covenants was amended on December 3, 2007, resulting in the revision of the amount previously paid for Vicar Promoções Desportivas S.A., and consequently the price of the shares then purchased was adjusted by R$4,774. In addition, as required by a contractual clause of the original agreement, specifically as regards the determination of working capital as at December 31, 2007, by comparing it with working capital set down in the agreement, there was an additional adjustment to the amount paid of R$255. As a result, the Company recorded an increase in goodwill totaling R$5,029.

The Agreement was amended again on June 10, 2009, resulting in a new revision of the amount paid for Vicar Promoções Desportivas S.A. at the time and, as a result, the Company adjusted the price of shares then purchased by R$4,152; the price difference of R$621 was paid to the Company on July 7, 2009, when R$255 related to the determination of working capital as at December 31, 2007 was also paid. On the same date, the Company acquired from third parties an additional interest of 20% of the subsidiary’s capital (60 shares), generating total goodwill of R$6,421. Under IFRS 3 Business Combinations (revised in 2008), once control is obtained, subsequent acquisitions or sales of interests in the subsidiary’s equity that do not result in the loss of

Company

64,482

1,539

(2,366)

(3,868) 59,787

Cumulative translation adjustments

Net investment balances at June 30, 2011

Net investment balances at December 31, 2010

Share of profits of subsidiaries

Dividends from subsidiaries

6/30/12 12/31/11 6/30/12 12/31/11

Vicar Promoções Desportivas S.A. (i) 9,244 9,244 9,244 9,244 Metropolitan Empreendimentos S.A. (ii) 36,269 36,269 36,269 36,269 T4F Entretenimento S.A. (iii) 213,625 213,625 213,625 213,625

Allowance for write-off of goodwill in compliance with CVM

Instructions 319/99 and 349/99 (213,625) (213,625) (213,625) (213,625) T4F Inversiones S.A. and B.A. Inversiones S.A. (iv) 83,205 83,204 83,205 83,204 Companies acquired in Argentina:

Pop Art S.A., Ticketek Argentina S.A. and Clemente Lococo S.A. (v) - - 6,770 6,608 Aurolights Equipamentos e Produção de Eventos S.A. (vi) 2,012 - 2,012 - Total 130,730 128,717 137,500 135,325



33

control are accounted for as capital transactions. Therefore, neither the increase in goodwill nor any gain or loss on any decrease in interest held should not be recognized; the Company recognized the additional amounts paid for the noncontrolling interests as a reduction of equity.

(ii) In May 2007, in connection with the corporate restructuring process, ADTSPE, merged into and with the Company on June 30, 2007, acquired 85% of the capital of Metropolitan Empreendimentos S.A., which generated adjusted goodwill of R$40,298, recorded in books at its total amount, based on the same economical rationale that originated such goodwill.

(iii) As part of the corporate restructuring of May 2007, on June 30, 2007 the Company merged its direct parent ADTSPE for the purpose of aligning the corporate interests of its direct and indirect shareholders, reducing administrative costs, and maximizing the efficiency in information flow and management with the involvement of shareholders.

However, upon the acquisition of the equity interests in the Company, ADTSPE determined goodwill of R$237,361 based on expected future earnings. As a result of the downstream merger and in compliance with CVM Instructions 319/99 and 349/99, net goodwill recorded at ADTSPE, amounting to R$237,361, was reduced to nil through an allowance account recognized by ADTSPE itself recognized before the merger. After the amortization of goodwill and the reversal of the deferred tax incurred through December 31, 2007, the balances of goodwill and the allowance for goodwill write-off are R$213,625. As after the downstream merger this goodwill will be amortized for tax purposes based on expected generation of operating profits, ADTSPE recorded the related deferred income tax and social contribution assets totaling R$80,705, which were transferred to the Company at the time of the downstream merger. Said tax credit, net of the realized portions, is recorded in line item ‘Deferred income tax and social contribution’, in noncurrent assets.

This adjustment was recorded exclusively to comply with CVM Instructions 319/99 and 349/99 as it resulted from a downstream merger, even though the rationale that gave rise to goodwill is still effective. Consequently, the balance of this goodwill, even if reduced to zero through an allowance recognized by ADTSPE itself, will not affect the interim financial information of the controlling shareholders.

(iv) The capital contribution transaction through the assignment of equity interests in the companies B.A. Inversiones S.A. and T4F Inversiones S.A., generated goodwill totaling R$96,853, recorded in the books at its total amount, based on the same economical rationale that originated such goodwill. Goodwill was amortized on a straight-line basis until December 31, 2007. Under the agreement entered into on August 2, 2007, the Company sold 1,200 shares of B.A. Inversiones S.A., representing 5% of its capital, to T4F Inversiones S.A. for R$1,873, equivalent to US$1,000,000. The Company realized a proportionate portion of goodwill through this transaction and the investment in subsidiary, amounting to R$2,092 and R$143, respectively. As at December 31, 2008 and July 31, 2009, the Company recorded a partial recovery of this goodwill totaling R$1,542, equivalent to US$660,000, and R$506, equivalent to US$270,000, respectively, due to the payment of indemnity by the previous shareholder, CIE Internacional S.A. de C.V., for certain liabilities recorded in the subsidiaries Pop Art S.A. and Ticketek Argentina S.A. on their acquisition by the Company.


34

(v) Subsidiaries B.A. Inversiones S. A. and T4F Inversiones S.A. acquired all the shares of the companies Pop Art S.A., Ticketek Argentina S.A., and Clemente Lococo S.A. In the case of Pop Art S.A., on May 14, 2007 the subsidiaries acquired 49% of its shares, generating goodwill of R$6,435, which when added to goodwill arising on the initial acquisition of R$3,683 results in R$10,118. As regards to Ticketek Argentina S.A., the subsidiaries acquired this company on May 16, 2006, generating total goodwill of R$641. This goodwill was amortized through December 31, 2007, when it started to be tested for impairment.

(vi) By the end of the reporting period, on June 30, 2012, the valuation study based on which goodwill arising on the acquisition of Aurolights Equipamentos e Produção de Eventos S.A. will be allocated, was at preparation stage. Taking into account that this valuation report should be completed by the end of 2012 and, therefore, within the measurement period, the Company will recognize retrospectively in the financial statements for the year ended December 31, 2012 the adjustments to the amounts recorded at the time of the acquisition, as if the business combination had been completed on the acquisition date, even though no material impacts are expected.

As at December 31, 2011, goodwill was tested for impairment; the recoverable amount of the cash-generating units of the T4F Group was calculated based on the value-in-use, using the cash flows based on the financial projections approved by management for the five year period, and an after-tax discount rate of 11,92% per year. The cash flows after the five-year period were extrapolated using a fixed annual growth rate of 3%, which does not exceed the gross domestic product and/or market growth expected in Brazil. Management believes that possible changes in the main assumptions on which the recoverable amounts were based would not cause its carrying amount to exceed its recoverable amount.

The key assumptions used to calculate the value-in-use of the cash-generating units of the T4F Group were as follows:

Increase in net revenue Management projects a vertical growth in net revenue focused on geographical expansion and the increase in the number of shows in the marketplaces where we already operated (São Paulo and Rio de Janeiro). The geographical expansion focus is on the main state capitals of Brazil, with a yet little exploited potential audiences. Additionally, we will increase the number of shows where we already operated, in view of the growing demand identified in the period prior to the period the projections were made.

Projected gross margin Projected gross margin reflects the activity increase related to the expected efficiency improvements.

Ticket price inflation For ticket pricing we considered the consumer price index forecasts for the projection period in the countries where the Company operates.


35

14. PROPERTY, PLANT AND EQUIPMENT AND OTHER INTANGIBLE ASSETS

a) Breakdown of property, plant and equipment

On January 1, 2006, the Company accounted for revaluation amounting to R$31,265, and revalues assets (constructions in leased properties, installations, furniture and fixtures, machinery and equipment, and IT equipment) started to be depreciated on a straight-line basis

Annual average depreciation

rate - % 6/30/12 12/31/11 6/30/12 12/31/11Revalued cost:Land - - - 477 465 Leasehold constructions, installations and improvements 13 74,333 82,871 99,110 106,999 Furniture and fixtures 6 4,783 7,110 9,417 11,090 Machinery and equipment 7 10,923 14,532 29,229 19,408 Data processing equipment 17 6,405 5,800 10,835 9,778 Structures 10 15 - 10,039 - Vehicles 20 734 661 5,058 4,195 Advances for PP&E - 165 150 172 176 Total 97,358 111,124 164,337 152,111


Annual average

depreciation

rate - % 6/30/12 12/31/11 6/30/12 12/31/11Accumulated depreciation:Leasehold constructions, installations and improvements 13 (72,688) (76,395) (90,407) (93,165) Furniture and fixtures 6 (2,329) (2,181) (5,107) (4,618) Machinery and equipment 7 (4,839) (4,638) (8,434) (7,118) Data processing equipment 17 (4,203) (3,668) (7,802) (6,892)

Structures 10 - - (444) -

Vehicles 20 (366) (303) (1,077) (728)

Total (84,425) (87,185) (113,271) (112,521)

Property, plant and equipment, net:Land - - 477 465 Leasehold constructions, installations and improvements 1,645 6,476 8,703 13,834 Furniture and fixtures 2,454 4,929 4,310 6,472 Machinery and equipment 6,084 9,894 20,795 12,290 Data processing equipment 2,202 2,132 3,033 2,886 Structures 15 - 9,595 - Vehicles 368 358 3,981 3,467

Advances for PP&E 165 150 172 176

Total 12,933 23,939 51,066 39,590



36

over their new useful lives, except for leasehold constructions, installations and improvements, which are depreciated over the lease terms.

b) Breakdown of other intangible assets

Line item ‘Other intangible assets’ represents basically software licenses, as follows:

c) Breakdown of revalued property, plant and equipment:

c.1) June 30, 2012

Annual average amortization

rate - % 6/30/12 12/31/11 6/30/12 12/31/11Cost - 4,941 4,874 12,247 11,728 Amortization 20 (3,096) (2,824) (8,927) (8,375)

Total 1,845 2,050 3,320 3,353


Accumulated Residual revaluation revaluation

Revaluation depreciation amount

Constructions in leased properties 25,522 (25,522) - Furniture and fixtures 780 (299) 481 Machinery and equipment 2,300 (601) 1,699

Data processing equipment 367 (250) 117

28,969 (26,672) 2,297

Taxes (34% - income tax and social contribution) (781) Revaluation reserve recognized in equity at June 30, 2012 1,516

6/30/12 Company


37

c.2) December 31, 2011



Constructions in leased properties 25,522 (25,522) - Furniture and fixtures 1,370 (673) 697 Machinery and equipment 4,104 (1,621) 2,483 Data processing equipment 494 (361) 133

31,490 (28,177) 3,313

Taxes (34% - income tax and social contribution) (1,126) Eliminations in consolidation (i) (671) Revaluation reserve recognized in equity at June 30, 2012 1,516

(i) Revaluation reserve in subsidiary Metropolitan Empreendimentos S.A.

6/30/12 Consolidated



Constructions in leased properties 26,874 (26,874) - Furniture and fixtures 789 (281) 508 Machinery and equipment 2,339 (568) 1,771 Data processing equipment 367 (239) 128

30,369 (27,962) 2,407

Taxes (34% - income tax and social contribution) (818) Revaluation reserve recognized in equity at December 31, 2011 1,589

12/31/11 Company


38

d) Changes in property, plant and equipment

The Company and the subsidiary Metropolitan Empreendimentos S.A. pledged as collateral data processing equipment, machinery and equipment, and furniture and fixtures totaling R$930, for tax collection lawsuits, labor claims and customers’ complaints.



Constructions in leased properties 26,874 (26,874) - Furniture and fixtures 1,378 (642) 736 Machinery and equipment 4,151 (1,567) 2,584 Data processing equipment 494 (346) 148

32,897 (29,429) 3,468

Taxes (34% - income tax and social contribution) (1,179) Eliminations in consolidation (i) (700)

Revaluation reserve recognized in equity at December 31, 20111,589

(i) Revaluation reserve in subsidiary Metropolitan Empreendimentos S.A.

12/31/11 Consolidated

6/30/12 6/30/11 6/30/12 6/30/11Opening balance 23,939 12,123 39,590 23,452 Additions:

Leasehold constructions, installations and 341 635 571 1,409 2 Furniture and fixtures 150 246 712 489 3 Machinery and equipment 764 357 14,105 457

4 Data processing equipment 640 280 926 339 Structures 587 - 10,560 -

5 Vehicles 73 - 949 1,670

Advances for PP&E 15 150 15 150

Total additions 2,570 1,668 27,838 4,514

bx Write-offs, net (12,267) - (12,275) (12) dp Depreciation (1,309) (981) (4,216) (2,133)

Exchange differences - - 129 (320) Closing balance 12,933 12,810 51,066 25,501



39

e) Changes in intangible assets

Annually, pursuant to CPC 01, Company property, plant and equipment and intangible assets are tested for impairment based on the discounted projected future cash flows, to check if there are any impairment losses to be recognized. As at December 31, 2011, the impairment test prepared by the Company’s management did not indicate any loss that should have been recognized.

15. TRADE PAYABLES

16. BORROWINGS AND FINANCING

6/30/12 6/30/11 6/30/12 6/30/11

Opening balance 2,050 1,944 3,353 2,161 - Software 67 378 322 393 (-) Amortization (272) (248) (404) (314) Other - - 49 (20)

Closing balance 1,845 2,074 3,320 2,220


6/30/12 12/31/11 6/30/12 12/31/11

Domestic suppliers 23,727 17,225 48,476 35,813 Foreign suppliers 67 6,100 1,783 8,175

Total 23,794 23,325 50,259 43,988

ConsolidatedCompany

Type Annual interest rate - %

6/30/12 12/31/11 6/30/12 12/31/11

Debentures (a) CDI + 1.47 to 2.09 115,654 135,681 115,654 135,681

Borrowing (b) Argentinean peso + 18.75% - - 10,627 -

Total 115,654 135,681 126,281 135,681

Current portion 40,654 41,931 51,281 41,931 Noncurrent portion 75,000 93,750 75,000 93,750



40

a) Debentures

On March 31, 2010, the Company entered into with Banco Bradesco BBI S.A. an Agreement for the Issuance of Simple, Nonconvertible Debentures; the Company issued 150 single series debentures, totaling R$150,000, as authorized by the Extraordinary Shareholders' Meeting held on March 16, 2010.

The issuance was carried out in accordance with CVM Instruction 476, of January 16, 2009, and other relevant statutory and regulatory provisions, and the distribution of debenture is, therefore, automatically exempt from its registration with the CVM required by Article 19 of Law 6385, of December 7, 1976.

Transaction costs incurred in fund raising are recognized as a reduction of the fair value initially recognized pursuant to CPC 08.

a.1) As at June 30, 2012, the Company is compliant with all restrictive covenants set out in the debenture indenture, described below:

i) Filing for or declaration of judicial or extrajudicial composition with creditors.

ii) Noncompliance by the Company of any financial or nonfinancial obligation.

iii) Noncompliance of obligation set forth in the Credit Card Receivables Assignment Agreement or any other subsequent guarantee agreement entered into.

iv) Acceleration of maturity or default of payment of any other financial obligations assumed by the Company in the local or a foreign market, which in aggregate or individually total R$15,000 or more.

v) Change in the direct or indirect Company share control not previously approved by the debentureholders at a meeting specially called for such purpose.

vi) Spin-off, merger, combination or any other form or corporate restructuring involving the Company that might in any way impair the compliance of the obligations set out in the debenture indenture.

vii) Transformation of the Company in a limited liability company, under Article 220 of the Brazilian Corporate Law, and change of the corporate objects set out in the Company’s bylaws.

viii) Payment of dividends in case of delay in the compliance of any of the obligations set out in the debenture indenture, except for the payment of the mandatory minimum dividends required by Article 202 of the Brazilian Corporate Law.

ix) Reduction of the Company’s capital in an amount that might directly or indirectly impact the compliance of the Company’s obligations, except if such capital reduction is conducted for the purpose of absorbing accumulated losses.

x) Other events detailed in the debenture indenture.


41

a.2) Debentures are guaranteed by:

i) Chattel mortgage, under a condition precedent, on behalf of the debentureholders, represented by the trustee, of shares representing 100% of the Company’s capital.

ii) Collateral transfer, under a condition precedent, on behalf of the debentureholders, represented by the trustee, of all the receivables from sponsorship agreements effective on the debenture indenture execution date.

iii) Collateral transfer, under a condition precedent, on behalf of the debentureholders, represented by the trustee, of all credit, purchase and/or debit card receivables.

Long-term portions mature as follows:

b) Borrowings and financing

In the quarter ended June 30, 2012, the Argentinean subsidiaries obtained a credited facility with Banco Itaú to strengthen their working capital and meet their financial obligations related to the shows of big international performers who should perform still in 2012.

The secured account arrangement has shot-term maturity, with settlement through the offset of the current account against the repayments on July 30, 2012 and automatic renewal with this financial institution. As at June 30, 2012, subsidiary T4F Entretenimento Argentina S.A. is compliant with all the restrictive covenants set out in the agreement, described below:

i) Changes in the financial position of the guarantor;

ii) Missing or inaccurate declarations and guarantees provided when the credit facility was requested;

iii) If the borrower files for composition with creditors or bankruptcy or its restructuring or bankruptcy is requested by third parties;

iv) If the borrower proposes an off-court preventive settlement with its creditors or defaults its payments;

v) Failure to meet any other obligation that the borrower assumed with the Bank or any other creditor, financial or otherwise;

vi) The borrower refuses to facilitate the checking or fails to send the information that, as provided for in the agreement, is required to provide to the Bank or the Central Bank of Argentina.

Year2013 18,750 2014 37,500 2015 18,750 Total 75,000

Companyand Consolidated


42

vii) Nonpayment of interest or principal on due date;

viii) The borrower’s assets are seized, blocked or subject to any other type of restraint;

ix) If any other circumstance is identified that, according to the Bank, affects the borrower’s solvency (including, but not limited to, the issuance of insufficient funds checks; the borrower’s suspension or incapacity to make payments; the protest of guaranteed, endorsed notes delivered by the borrower; the closure of the borrower’s checking accounts).

x) The borrower agrees to report in advance to the Bank any corporate reorganization process it undertakes, and any change in its stated core business or in its direct or indirect control.

17. TAXES PAYABLE

(a) Tax installment program established by Law 11941/09

On May 27, 2009, the Federal Government issued Law 11941/09, resulting from Provisional Act 449/08, which, among other amendments to the tax law, provides for a new tax installment plan for the payment of debts managed by the Federal Revenue Service of Brazil, the National Institute of Social Security (INSS), and the National Treasury Attorney General’s Office (PGFN).

6/30/12 12/31/11 6/30/12 12/31/11

Tax on revenue (COFINS) 1,745 2 1,945 203

Tax on revenue (PIS) 379 1 425 47 Service tax (ISS) 3,863 4,659 4,312 5,069 ISS in installments - - - 170 Income tax and social contribution - 1,245 4,911 5,063 Refis (a) (b) 672 615 672 615 State VAT (ICMS) - 2 148 42 Taxes on billings (c) - - 293 1,000 VAT - - 147 1,558 PIS and COFINS - installment plan - 78 - 78 Other 295 463 219 1,342 Installment of taxes on foreign subsidiaries (d) - - 838 1,010 Current liabilities 6,954 7,065 13,910 16,197

Refis (a) (b) 5,736 6,113 5,736 6,113 Taxes on billings (c) - - 195 - Installment of taxes on foreign subsidiaries (d) - - 1,958 2,313 Noncurrent liabilities 5,736 6,113 7,889 8,426



43

Pursuant to the established rules, for compliance with the first stage of the installment plans, the Company filed, within legal deadlines, a request for enrollment with said tax installment plan in November 2009 to include debts challenged at the administrative level or in courts. The Federal Revenue Service consolidated this installment plan on June 24, 2011 and, on this date, the Company definitely dropped the proceedings challenging taxes included in the installment plan. As provided by referred Law, by joining this installment plan, the Company benefits from fine, interest and legal charges reduction in percentages that depend on the payment term elected. Additionally, the Company could opt for the payment of its tax debt in a bullet payment of in installments, and settle, where applicable, late payment or assessment fines and late payment interest, including those enrolled as enforceable debt to the Government, using own tax loss carryforwards. As a result, the consolidated amount of this debt amounts to R$10,147 and the Company elected to settle it with income tax and social contribution loss carryforwards amounting to R$3,344 and R$1,204, respectively, recognized in financial income (expenses), offset against fine and interest previously challenged in proceedings. Thus, the remaining balance, amounting to R$5,599, will be paid in 120 monthly installments, starting June 2011. The outstanding balance at June 30, 2012 was R$4,945.

(b) Tax installment program established by Municipal Law 15406/11

On July 8, 2011, the City of São Paulo enacted Law 15406, which, among other amendments to the City tax law, establishes a new deadline for the enrollment, in 2011, with the Incentive Tax Installment Plan (PPI), created under Law 14129, of January 11, 2006, for tax debts to the City of São Paulo. Pursuant to the established rules, for compliance with the first stage of the installment plans, the Company filed, within legal deadlines, a request for enrollment with said tax installment plan in August 2011 to include debts challenged at the administrative level or in courts and the loss likelihood of which was considered by management and its legal counsel as possible. The City of São Paulo consolidated these installment plans on August 30, 2011 and, on this date, the Company dropped the proceedings challenging taxes included in the installment plan. The consolidated amount is being paid in 120 monthly installments. As at June 30, 2012, the tax debts enrolled in this installment plan by the Company, pursuant to Law 15406/11, total R$1,463.

(c) Tax on gross revenue levied at the rates of 3-4 percent on the Argentinean subsidiaries.

(d) In the six-month period ended June 30, 2012, foreign subsidiaries T4F Entretenimento Argentina S.A. (i, ii) and Ticketeck Argentina S.A (iii) are part of tax restructuring programs extended by the Argentinean tax authorities for the payment in installments of tax debts arising from: (i) taxes on revenue (two installment plans entered into on November 3, 2009 and February 25, 2010, for a total negotiated period of 60 months, and the remaining balance settled in 29 and 32 months respectively); (ii) value added tax and income tax (plan entered into on August 31, 2009, for a total negotiated period of 120 months, and the remaining


44

balance settled in 86 months); (iii) income tax (plan entered into on July 1, 2009, for a total negotiated period of 36 months, and the remaining balance settled in the short term).

18. ADVANCES FROM CUSTOMERS

Refer to the amounts received in advance for services related to sponsorship agreements, lease of box sets and boxes in performing arts venues, space assignment, merchandising and sales in installments of tickets, which will be recorded in income as the services are provided.

(a) Naming rights agreements

Consist of sponsorship agreements, the purpose of which is to grant the sponsor the right to name venues or a specific event for a certain consideration. The agreements set out the terms and conditions under which the sponsor is entitled to name a certain venue or event, as a form of publicizing its trademark.

(b) Contracts: sponsorships, box sets, boxes, and private events

(b.1) Sponsorships: the contracts aim at ensuring compliance and fulfillment of certain contractual obligations, such as, but not limited to, use of sponsor trademarks/images in all media used to publicize the event, granting exclusivity in the sponsor’s market segment, granting rights to use official trademarks and images of the event, and granting the right to the purchase in advance of tickets to customers of a certain sponsor, are complied with and/or discharged.

Box sets and boxes: the purpose of these agreements is the temporary assignment of box sets and boxes located inside the venues, generally to companies, for use in every artistic and cultural event open to the public in general, for a defined period and in exchange for payment of a certain amount for such use.

(b.2) Private events: the purpose of these agreements is the temporary assignment of rights to use part of the facilities of the venues to produce and hold private events, on certain dates, in exchange for the payment of a certain amount.

(c) Advance ticket sales

Refer to the advance sale of tickets, both in cash and by credit card, for the events, concerts and performances promoted and organized by the Company and its subsidiaries.

6/30/12 12/31/11 6/30/12 12/31/11

Naming rights agreements (a) 1,065 1,253 3,887 1,739 Sponsorships, box sets and boxes (b.1) 25,532 7,361 30,938 19,086 Private events (b.2) 1,340 600 2,171 1,100 Advance ticket sales (c) 49,833 46,522 88,678 47,347 Shows intermediation - - 682 114 Current liabilities 77,770 55,736 126,356 69,386



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19. SPONSORSHIPS - CULTURAL INCENTIVE LAW

Rouanet Act

The Company raises funds that are invested in its own cultural projects approved by the Ministry of Culture, where the Company does not earn any benefits from the amounts received, as prescribed by Law 8313/91, as amended by Law 9874/99.

The amounts received by the Company are held in a bank account or in short-term investments specific and exclusive for each project, in a financial institution designated by the Ministry of Culture, and are recorded in line item ‘Restricted cash’, as described in note 7.

The balancing item of the amounts received is also a specific and single line item for each project, in current liabilities, and represents the Company’s obligation to invest these funds in the approved project. Expenses incurred in each project are deducted directly from this line item, whose balance should be nil at the end of the project. Amounts possibly unrealized are returned to the Ministry of Culture when the company files the project’s expense report.

The recognition of transactions with Rouanet incentives is temporary, and there is no recording in income or expense accounts.

The table below shows the breakdown of the involved amounts:

The table below shows the changes in the involved amounts:

ApprovedCompany and Consolidated Pronac # amount 6/30/12 12/31/11

The Witches of Eastwick 10 10472 5,967 - 3 The Addams Family 11 7286 13,617 4,581 8,650 Mamma Mia 09 7620 13,396 361 1,490 Sky Mirage 10 12564 5,893 - 51 Titanic 10 12582 2,986 - 1,136 Total 41,859 4,942 11,330

Company and Consolidated 12/31/11 Additions Write-offs 6/30/12

The Witches of Eastwick 3 35 (38) - The Addams Family 8,650 1,160 (5,229) 4,581 Mamma Mia 1,490 160 (1,289) 361 Sky Mirage 51 5 (56) - Titanic 1,136 28 (1,164) - Total 11,330 1,388 (7,776) 4,942


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20. PROVISION FOR TAX, CIVIL AND LABOR RISKS

The Company and its subsidiaries are parties to certain contingencies that include ongoing labor, tax and civil lawsuits, involving contingent liabilities. It is the management policy to recognize provisions for risks assessed as probable losses.

The Company has entered into agreements with its former controlling shareholder CIE Internacional S.A. de C.V., under which CIE Internacional S.A. de C.V. assumes the liability for contingencies of any type, related to events prior to December 1, 2000 (where the shareholder CIE Internacional S.A. de C.V is liable for all contingencies) and from December 1, 2000 to May 14, 2007 (where CIE Internacional S.A. de C.V and Fernando Luiz Alterio are liable to the corresponding holding interests at the time of the event triggering), which result in definite losses for and disbursed by the Company, as long as such losses exceed US$5 million, in accordance with the terms and conditions of said agreement. However, under the share subscription agreement, CIE Internacional S.A. de C.V is liable for all the contingencies of any nature related to the subsidiaries located in Argentina and Chile, whose triggering event is prior to May 14, 2007. Considering this type of events that have occurred up to June 30, 2012 and in conformity with said agreement, CIE Internacional S.A. de C.V. has to reimburse R$8,324 to the Company and its subsidiaries, as commented in note 12.

Additionally, the Company was granted unconditional guarantee of the full payment in cash of a surety pledged pursuant to the laws of the Federal District of Mexico, granted by Corporación Interamericana de Entretenimiento, S.A.B. de C.V., a publicly-held Mexican company, parent of CIE Internacional S.A. de C.V., which can be exercised at any time by the Company if the obligation to pay the indemnity losses, set forth by the share purchase and share subscription agreements, is not met by CIE Internacional S.A. de C.V.

The accrued amounts for legal proceedings are broken down as follows:

20.1) Tax provisions

The company and its subsidiaries recognize a provision for tax contingencies for which the likelihood of loss was classified as probable based on the opinion of our outside legal counsel totaling R$3,516 at June 30, 2012 (R$4,597 at December 31, 2011). Out of this provision, R$670 refer to tax lawsuit (R$574 at December 31, 2011).

6/30/12 12/31/11 6/30/12 12/31/11Labor 7,763 7,376 8,612 8,144 Civil 10,445 8,059 11,770 9,374 Tax 955 1,756 3,516 4,597

Total 19,163 17,191 23,898 22,115

Current 1,393 3,034 1,772 3,182 Noncurrent 17,770 14,157 22,126 18,933



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As at June 30, 2012, the Company and its subsidiaries are parties to potential tax contingencies classified as of possible risk of loss by their legal counsel, amounting to R$31,434 (R$28,084 at December 31, 2011).

The main tax lawsuits that correspond to material contingencies for the Company are as follows:

a) ISS-related proceedings: most tax proceedings, whether lawsuits or administrative proceedings, refer to the discussion of the service tax (ISS) levied by municipalities, plus statutory fine and interest. As at June 30, 2012, the overall amount classified as possible losses for these proceedings is approximately R$7,371 and there are no proceedings classified as losses. The Company filed defense arguments in all these proceedings and awaits the final administrative or court decision. The Company provided guarantees for the lawsuits in the form of cash deposits, letters of guarantee, or the attachment of own properties. These proceedings refer mainly to ISS levied by the City of São Paulo and the City of Rio de Janeiro. The Company alleges the illegality and challenges the levy of the tax on cancelled and free tickets, entertainment services, and rental of box sets and space during events, and lending of spaces.

In February 2011, the Company filed for an injunction against the City of São Paulo to stay any collection of ISS from the Company in light of the tax exemption set forth by City Law 15134/10. The injunction was granted on February 7, 2011 and subsequently confirmed by a court decision favorable to the Company on April 19, 2011, which recognized its right to the exemption under said law. Currently, the Company awaits the judgment of the appeals filed by the parties. The amount of the tax under litigation, for the period April 2010- June 30, 2012 is R$4,365. The Company´s legal counsel classified the likelihood of an unfavorable decision on this lawsuit as possible.

b) In December 2009 the Company was assessed by the Federal Revenue Service and the related assessment and fine notice in R$7,360, which in brief refers to the collection of income tax and social contribution related to: (i) the disallowance of depreciation and amortization expenses deducted in calendar 2004; (ii) fine of 50% on the differences between the amounts recorded as monthly income tax and social contribution estimate in 2007 and 2006 and the amounts reported in the Declaration of Federal Tax Debits and Credits (DCTF), and (iii) underpayment of income tax and social contribution in 2005. The Company filed an objection against said tax assessment and awaits an administrative decision; the likelihood of loss was considered possible by legal counsel. As at June 30, 2012, the updated estimate for said lawsuit is R$8,938.

c) In July 2010, the Company was assessed by the Federal Revenue Service in R$2,279, which in brief arising from the collection of the amounts related to the Economic Intervention Contribution (CIDE)-Technology, created by Law 10168/00, plus assessment fine (75%) and interest on late payment, for calendar 2007. The Company filed an objection against said tax assessment and awaits an administrative decision; the likelihood of loss was considered possible by legal counsel. As at June 30, 2012, the updated estimate for said lawsuit is R$2,659.


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20.2) Labor provisions

The Company and its subsidiaries recognize a provision for labor and social security contingencies for which the likelihood of loss was classified as probable based on the opinion of their outside legal counsel, totaling R$8,612 at June 30, 2012 (R$8,144 at December 31, 2011). Out of this provision, R$4,001 refer to labor lawsuits (R$4,347 at December 31, 2011).

As at June 30, 2012 the Company and its subsidiaries are parties to labor lawsuits with a likelihood of loss classified as possible, amounting to R$11,771 (R$8,144 at December 31, 2011).

The main labor lawsuits that correspond to material contingencies for the Company are as follows:

a) Lawsuit filed with the 30th Labor Court of São Paulo, claiming in brief the nullity of a service agreement and the recognition of an employment relationship. As at June 30, 2012, the lawsuit, the likelihood of loss of which is classified as probable, is at the enforcement stage of the sentence issued by the lower court and there is no appeal pending judgment. The gross amount under litigation is R$1,920. On April 26, 2012 the Company filed with the São Paulo Regional Labor Court a Motion for New Trial against the decision that recognized the employment relationship between the parties and is awaits the court’s decision. This likelihood of loss of this Motion for New Trial is classified as possible by our legal counsel.

b) Lawsuit filed with the City of Buenos Aires, Argentina, Labor Court, by Roberto Costa against the following companies: T4F Inversiones S.A., Ticketek Argentina S.A., T4F Entretenimientos Argentina S.A., B.A. Inversiones S.A., Pop Art S.A., Clemente Lococo S.A., Ticketmaster S.A., and T4F Entretenimento S.A. In brief, the claimant seeks the payment of the differences between the fixed compensation and the variable compensation paid in 2007, 2008 and 2009, plus fines set forth by the labor law. The Company and all the sued companies filed defense arguments on December 10, 2010 and the proceedings currently await the pre-trial hearing (fact finding stage) and the hearing. The involved amount at June 30, 2012 is approximately R$4,102, and the likelihood of loss is possible.

c) Lawsuit filed with the City of Buenos Aires, Argentina, Labor Court by Pablo Tarantini against T4F Entretenimientos Argentina S.A. and the Company. In brief, the claimant seeks the payment of the variable compensation in 2008, 2009 and 2010, salary differences and compensation for pain and suffering, plus fines set forth by the local labor law. The subsidiary, served on June 22, 2012, filed defense arguments and waits the lawsuit’s pre-hearing and hearing. The involved amount estimated at June 30, 2012 is R$2,897, and the likelihood of loss is possible.

20.3) Civil and other provisions

As at June 30, 2012, the Company and its subsidiaries recognize a provision amounting to R$11,770 for civil contingencies classified as probable losses (R$9,374 at December 31, 2011). Out of this provision, R$10,639 refer to lawsuit (R$8,378 at December 31, 2011).


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The main claims in Brazil are related to the breach of consumer protection regulations and in Argentina they are related to civil liability for damages, as well as consumers’ rights.

As at June 30, 2012, the Company and its subsidiaries are parties to civil lawsuits amounting to R$63,563 assessed as possible losses (R$61,514 at December 31, 2011).

The main civil lawsuits that correspond to material contingencies for the Company are as follows:

a) Litigation involving Clube Atlético Mineiro, whose likelihood of loss is classified as possible, totaling R$30,406 at June 30, 2012, corresponding to 1/3 of the total amount claimed, as follows: the lawsuit, filed with the 10th Civil Court of Belo Horizonte, MG, refers to a fine collection proceeding for alleged noncompliance by the Company and other defendants with the commitment made with the Club, plus pain and suffering. Clube Atlético Mineiro seeks the sentencing of the three defendants to the payment of a contractual fine, pain and suffering, and lawyers’ fees, which would authorize the Club, if its claims are accepted, to collect from one, some, or all the defendants so that the defendant that meets the obligation could file recourse against the others for reimbursement. On February 21, 2011, the court issued a decision declaring the lawsuit groundless, the inexistence of any biding pre-agreement between the parties, and the impossibility of applying the criminal clause of the exclusivity arrangement agreed. Currently, the Company awaits the final judgment of all the appeals filed by the parties.

b) The Company filed with the 6th Civil Court of São Paulo against Galaxy do Brasil, cross-defendant, to seek compensation for the damages caused by the rescission of a sponsorship agreement for one of its venues, and Galaxy is seeking that the Company be sentenced to discontinuing the use of certain trademarks and the payment of compensation for property damages and pain and suffering, as well as loss of profits. The lawsuit filed by the Company was dismissed and the lawsuit filed by Galaxy was judged partially grounded, and the Company was sentenced to paying compensation amounting to 5% of the net revenue earned from July 31, 2003 to July 24, 2005, plus inflation adjustment and interest of 5% per month since the subpoena, plus court costs. Should the Company’s appeal be rejected, the sentenced amount will be assessed during the award determination process, and according to the legal counsel the likelihood of loss is possible. As at June 30, 2012, the value of the process is R$9,589.

c) As at August 12, 2011 the Company filed a lawsuit against TNL Participações S.A. e Telemar Norte Leste S.A. This lawsuit challenges the termination of the sponsorship agreement between the parties. As at August 16, 2011, the Company was served in lawsuits filed by TNL Participações S.A. and Telemar Norte Leste S.A. against the Company with the 30th Civil Court of the Rio de Janeiro State Capital. The Company filed its defense arguments on September 26, 2011. Both lawsuits are currently with the 30th Civil Court of the Rio de Janeiro State Capital. As at June 30, 2012, the amount under litigation is approximately R$3,309 and the likelihood of an unfavorable outcome is assessed bit e the Company’s legal counsel as possible.

d) The Company is also the defendant in the following public civil lawsuits filed by the Public Prosecution Office: (i) Public Civil Lawsuit filed by the Rio de Janeiro State Public Prosecution Office in 2007, with the 3rd Corporate Law State Court of Rio de Janeiro, RJ, with attributed value in dispute of R$1,000, claiming that the Company be sentenced to discontinuing the collection of the convenience fee on the sale of tickets in


50

the venues’ box offices. The Company filed defense arguments and the court judged the Public Prosecution Office’s claim ungrounded. As at December 31, 2011, the Company awaited a court decision on the appeal field by the plaintiff, which was partially upheld on January 17, 2012 to: (a) sentence the Company to refund twice the amount of the so-called “delivery fee”, also called “will call fee”, when charged without the provision of the related service, i.e., the delivery of the tickets at the consumer’s home or any other addresses provided by the consumer; (b) sentence the Company to equitably offer consumers who buy the tickets through channels that allow the collection of the convenience fee, access to seats different from those made available at the official box offices (where the convenience fee is not charged), and (c) uphold the lower court decision as regards the lawfulness of the collection, by the Company, of the so-called convenience fee. The Company filed appeals against this decision and awaits their hearing. The sentenced amount, if upheld, shall be determined during the sentence enforcement stage. According to the Company’s legal counsel, the likelihood of an unfavorable outcome for the Company as regards topic (a) above is probable, as regards topic (b) possible, as regards topic (c) remote; (ii) Civil class action filed by the São Paulo State Public Prosecution Office with the 25th Civil Court, in the attributed amount of R$300, claiming that the Company be sentenced to discontinuing the collection of: (1) the convenience fee on tickets sold online or by telephone; and (2) the delivery fee charged when a consumer withdraws the ticket purchased in person, in the venue. Additionally, the Public Prosecution Office claims that the Company be sentenced to reimburse the amounts paid as convenience and delivery fees to the consumers, after the issuance of a final and unappealable decision. The Company filed defense arguments and on May 29, 2012 the lawsuit was judged groundless with respect to the request for the discontinuation of the convenience fee collection and upheld with respect to the discontinuation of the delivery fee collection when a consumer elects to personally withdraw the purchased ticket, at the venue. The Company was sentenced to refund the delivery fees already charged, adjusted for inflating since the date they were paid, plus the arrears interest of 1% per month, since the date of service to those consumers who request the refund and become parties to the lawsuit within the relevant statutory period. The Company will file within the applicable legal deadlines, appeals against this unfavorable decision. According to the Company’s legal counsel the likelihood of loss is possible. As at June 30, 2012, the estimated adjusted amount attributed to this lawsuit is R$502.

e) In 2010 and 2011, the Company was fined by the consumer protection agency (PROCON), totaling R$1,786. These fines were imposed on the presale of tickets to sponsors’ customers and restrictions to the number of half-price tickets sold to students by the Company, in the city of São Paulo, and other actions that according to the PROCON consist of violations of the Consumer Protection Code. All lawsuits are classified as possible losses and all fines are being discussed at the administrative level. If the final administrative decision is unfavorable to the Company, the fines can be challenged in courts.

f) The Company filed two lawsuits for the renewal of the leases of properties where the Company operates its venues, as follows:

(i) Credicard Hall, São Paulo, lawsuit filed in July 2009, with the 28th Civil Court of São Paulo, against the company Horário Sabino Coimbra – Comércio e Participações


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Ltda. The Court issued on May 30, 2012 a sentence upholding the claim made and declaring the renewal of the lease agreement starting January 15, 2010 for an additional twelve-year period, but maintaining the obligation to pay lease differences that in the period January 15, 2010 through June 30, 2012 were estimated at R$9,984.

(ii) Citibank Hall, Rio de Janeiro, lawsuit filed on September 20, 2011, with the 1st Regional Civil Court of Barra da Tijuca, Rio de Janeiro, against the following parties: Fundação Petrobrás de Seguridade Social - PETROS, ROVIP S.A., PRECE – Previdência Privada, Caixa de Previdência dos Funcionários do Sistema BANERJ – PREVIBANERJ, Janaf Empreendimentos e Participações Ltda., Arocenter Empreendimentos e Participações Ltda., and Fundo de Investimentos Imobiliários Via Parque Shopping. On June 28, 2012 the Company and the defendant reached a completed the negotiations for the renewal of the lease agreement and signed an amendment to the original lease agreement extending the lease for another six years, starting July 1, 2012 and ending July 1, 2018. The settlement will be noticed to the court to terminate said lawsuit due to the extinction of the litigation.

g) As at December 16, 2011 the Company filed for an injunction against the State Governor and the Legislature of Rio de Janeiro claiming that several articles of State Law 6103, enacted on December 8, 2011 be declared unconstitutional. Said law regulates, in the State of Rio de Janeiro, the collection of the convenience fee by service providers on the sale of tickets over the Internet and/or by telephone. The Company applied for the injunction to restrain any action that requires the company and its subsidiaries to comply with such Articles of said Law when they sell tickets to the shows already advertised and they promote in the future in the State of Rio de Janeiro. The injunction request was dismissed and subsequently the lawsuit was judged terminated, even though the Company filed an appeal still awaiting judgment and expects that the sued authorities be subpoenaed to provide information under the lawsuit. The Company´s legal counsel classified the likelihood of an unfavorable decision on this lawsuit as possible.

20.4) Changes in the provision for tax, civil and labor risks

Company 12/31/11

Provision (reversal) Payments

Inflation adjustment 6/30/12

Labor 7,376 717 (557) 227 7,763

Civil 8,059 2,515 (129) - 10,445

Tax 1,756 (502) - (299) 955

Total 17,191 2,730 (686) (72) 19,163


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21. SHAREHOLDERS EQUITY

a) Capital

As at June 30, 2012, the Company’s capital of R$238,124 is represented by 69,290,620 registered common shares without par value.

The share issuance costs amounting to R$9,665, net of taxes, are stated in a specific reduction line item of equity.

On January 13, 2011, the Extraordinary Shareholders' Meeting approved a 1-for-4 reversed stock split of common shares, maintaining the share capital of the Company, which started to be represented by 57,466,312 common shares, from 229,865,248 common shares, distributed to the shareholders in the same proportion held previously to the reverse stock split.

The Extraordinary Shareholders' Meeting held on February 14, 2011 approved a capital increase of R$13,075, without the issuance of new registered common shares without par value. This capital increase was made using the earnings retention reserves of the Company recognized up to December 31, 2010.

On April 11, 2011, as approved on the Minutes of the Board of Directors’ meeting, the Company issued 11,724,138 shares, subscribed and paid in with the proceeds of the IPO on BM&FBOVESPA. The shares were sold on April 15, 2011 and total proceeds amounted to R$187,586, the Company incurred share issuance costs amounting to R$9,665, net of taxes of R$4,978. These proceeds have been accounted for net of said costs, as prescribed by CPC 08 Security Issuance.

On July 12, 2011, as approved in the Board of Directors’ Meeting Minutes, the Company issued 100,170 subscribed and paid-in shares using the funds obtained with the Stock Option Plan, as described in note 31. These shares were settled in August 2011 for R$1,001.

On July 27, 2012, as approved in the Board of Directors’ Meeting Minutes, the Company issued 45,531 subscribed and paid-in shares using the funds obtained with the Stock Option Plan, as described in note 31. These shares were settled in July 2012, for R$445.

b) Dividend policy

Shareholders are entitled to a noncumulative minimum annual dividend of 25% of profit, adjusted in accordance with the rules provided for in the bylaws.

Consolidated 12/31/11

Provision (reversal) Payments

Inflation adjustment

Effects of exchange

differences 6/30/12

Labor 8,144 757 (557) 253 15 8,612

Civil 9,374 2,388 (129) 108 29 11,770

Tax 4,597 (992) - (131) 42 3,516

Total 22,115 2,153 (686) 230 86 23,898


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Mandatory minimum dividends separately stated as at December 31, 2011, amounting to R$14,265, were paid in a period subsequent to the completion of this interim financial information (see note 35).

c) Legal reserve

According to the prevailing law, the legal reserve is recognized at the rate of 5% of adjusted net income for the year.

d) Earnings retention reserve

The earnings retention reserve was recognized pursuant to Article 196 of Law 6404/76 for use in future investments.

e) Valuation adjustments to equity

As at June 30, 2012, in conformity with Law 11638/07 and Law 11941/09, the Company recognized in equity, in line item ‘Valuation adjustments to equity’, the loss arising from foreign exchange differences arising on translating the financial statements of foreign subsidiaries, totaling R$11,059 (accumulated gain of R$5,398 at December 31, 2011).

f) Capital reserve

As described in note 31, on April 13, 2011, the Company’s stock option plan was converted from financial liabilities to equity instrument. Accordingly, on this date the Company transferred to equity, as a balancing item to capital, R$2,549 and on the same date valued this instrument at its fair value. The expense related to the consideration for the services of the six-month period ended to June 30, 2012, correspond to R$157 recognized in profit or loss against the capital reserve (R$4,258 as at December 31, 2011).

22. NET REVENUE

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Gross revenue: Gross service revenue 147,675 242,816 145,879 181,821 Gross sales revenue 130 409 - - Taxes levied (19,135) (31,236) (19,481) (22,392) Net revenue 128,670 211,989 126,398 159,429

Company


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23. EXPENSES BY NATURE

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Gross revenue: Gross service revenue 205,986 320,280 202,150 288,717 Gross sales revenue 9,306 15,591 7,852 9,775 Taxes levied (24,561) (38,806) (25,691) (32,111) Net revenue 190,731 297,065 184,311 266,381

Consolidated

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Recognition (reversal) of allowance for doubtful accounts - 25 (42) (98)

Outside services (2,942) (7,919) (6,117) (9,759)

Utilities and facilities (890) (1,745) (702) (1,349)

Employee benefit expenses (note 24) (9,488) (17,624) (10,975) (18,393)

Other operating income (expenses) (268) (608) 1,486 454

Operating expenses (13,588) (27,871) (16,350) (29,145)

General and administrative expenses (8,201) (21,267) (12,708) (24,416) Management compensation (5,387) (6,604) (3,642) (4,729) Total expenses by nature (13,588) (27,871) (16,350) (29,145)

Company

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Recognition (reversal) of allowance for doubtful accounts (98) (77) 64 (109)

Outside services (5,608) (12,933) (11,043) (16,884)

Utilities and facilities (2,272) (3,214) (821) (1,585)

Employee benefit expenses (note 24) (13,951) (27,414) (15,052) (26,799)

Other operating income (expenses) (1,477) (1,839) 3,084 1,693

Operating expenses (23,406) (45,477) (23,768) (43,684)

General and administrative expenses (17,510) (38,259) (19,913) (38,573) Management compensation (5,896) (7,218) (3,855) (5,111) Total expenses by nature (23,406) (45,477) (23,768) (43,684)

Consolidated


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24. EXPENSES ON EMPLOYEE BENEFITS

(i) The Company does not offer any defined contribution or defined benefit plan to its employees.

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Payroll and bonuses (5,856) (10,460) (6,732) (10,887) Vacation pay (469) (939) (399) (810) 13th salaries (332) (636) (289) (571) Payroll taxes (1,835) (3,625) (1,655) (3,192) Profit sharing - bonuses (882) (1,336) (637) (896) Share-based payments (78) (157) (694) (1,077) Other employee benefits (i) (632) (1,506) (939) (1,604) Total expenses on employee benefits (10,084) (18,659) (11,345) (19,037)

Benefits classified as cost of services (596) (1,035) (370) (644) Benefits classified as general and administrative expenses (9,488) (17,624) (10,975) (18,393)

(10,084) (18,659) (11,345) (19,037)

Company

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Payroll and bonuses (9,490) (18,418) (11,673) (19,312) Vacation pay (643) (1,275) (550) (1,121) 13th salaries (603) (1,107) (507) (1,018) Payroll taxes (2,979) (6,072) (2,513) (5,004) Profit sharing - bonuses (882) (1,321) (725) (1,020) Share-based payments (78) (157) (694) (1,077) Other employee benefits (i) (2,997) (4,634) (1,493) (2,664) Total expenses on employee benefits (17,672) (32,984) (18,155) (31,216)

Benefits classified as cost of services (3,721) (5,570) (3,103) (4,417) Benefits classified as general and administrative expenses (13,951) (27,414) (15,052) (26,799)

(17,672) (32,984) (18,155) (31,216)

Consolidated


56

25. FINANCIAL INCOME (EXPENSES)

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Financial expenses:Interest payable (134) (364) (61) (129)

Tax on financial transactions (IOF) (124) (183) (78) (152) Net losses on swap transaction - (985) - - Fines - contingent proceedings (13) (13) - - Loss on investments in foreign exchange funds - - (189) (315) Interest on debentures (2,957) (6,921) (4,859) (9,391) Other (469) (614) (357) (486) Total (3,697) (9,080) (5,544) (10,473)

Company

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Financial expenses:Interest payable (543) (1,108) (297) (693)

Tax on financial transactions (IOF) (948) (1,272) (512) (1,033) Net losses on swap transaction - (985) - - Fines - contingent proceedings (20) (20) - (12) Loss on investments in foreign exchange funds - - (189) (315) Interest on debentures (2,957) (6,921) (4,859) (9,391) Other (477) (725) (414) (712) Total (4,945) (11,031) (6,271) (12,156)

Consolidated

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Financial income:Interest receivable 312 567 4,604 4,655 Income from short-term investments 3,309 8,427 5,099 6,989

Other 78 91 12 13 Total 3,699 9,085 9,715 11,657

Company


57

26. OTHER OPERATING INCOME (EXPENSES), NET

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Financial income:Interest receivable 482 984 4,717 5,051 Income from short-term investments 3,638 9,100 5,587 7,910

Other 15 108 34 43 Total 4,135 10,192 10,338 13,004

Consolidated

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Foreign differences, net:Losses (2,031) (5,371) (1,166) (1,809) Gains 1,658 4,491 1,117 1,739 Inflation adjustments, net:Losses 52 52 (137) (294) Gains - 7 28 64 Total (321) (821) (158) (300)

Company

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Foreign differences, net:Losses (2,677) (6,379) (2,439) (3,522) Gains 1,766 3,588 1,495 2,750 Inflation adjustments, net:Losses 35 9 (174) (366) Gains (35) (18) 41 94 Total (911) (2,800) (1,077) (1,044)

Consolidated

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Reversal (recognition) of provision for tax, civil and labor risks (1,940) (2,730) (27) 1,809 Loss on write-off of property, plant and equipment (69) (267) (2) (2) Income from bonuses 45 78 97 97 Other operating income, net (220) 199 (542) (74) Total (2,184) (2,720) (474) 1,830

Company


58

27. INCOME TAX AND SOCIAL CONTRIBUTION

a) Income tax and social contribution expense recognized in income statement

b) The reconciliation of income tax and social contribution recorded in income statement is as follows:

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Reversal (recognition) of provision for tax, civil and labor risks (1,720) (2,153) (57) 2,887 Loss on write-off of property, plant and equipment (77) (275) 34 (2) Income from bonuses 400 660 1,124 1,124 Other operating income, net 879 1,101 (468) 371 Total (518) (667) 633 4,380

Consolidated

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Deferred IRPJ and CSLL (3,039) (5,785) (20,090) (20,340)Total (3,039) (5,785) (20,090) (20,340)

Company

4/1/12 1/1/12 4/1/11 1/1/11to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Current income tax expense (4,350) (4,877) (1,572) (2,802)Current social contribution expense (339) (515) (423) (454)Deferred IRPJ and CSLL (2,666) (4,894) (19,975) (20,214)Total (7,355) (10,286) (21,970) (23,470)

Consolidated

4/1/12 1/1/12 4/1/11 1/1/11

to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

16,541 20,348 28,422 29,511

34% 34% 34% 34%

(5,624) (6,918) (9,664) (10,034)

(4) (47) (59) (63)

(26) (53) (237) (367)

- - (11,391) (11,391)

335 - 1,202 992

(3,039) (5,785) (20,090) (20,340)Income tax and social contribution expense

Effect of income tax and social contribution on:

Nondeductible fines and expenses

Profit before IRPJ and CSLL

Other

Income tax and social contribution expense at statutory rate

Share-based payment plan

Statutory rate

Company

Tax effects of consolidation on tax installment´s


59

c) Changes in and breakdown of deferred income tax and social contribution

The table below corresponds the analysis of deferred tax assets (liabilities) presented in the Company and consolidated interim financial statements:

4/1/12 1/1/12 4/1/11 1/1/11

to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

20,921 25,001 30,845 33,233

34% 34% 34% 34%

(7,113) (8,500) (10,487) (11,299)

6 (37) (66) (72)

(577) (577) (114) (89)

761 809 453 365

(1,038) (1,928) (1,439) (1,722)

(26) (53) (237) (367)

- - (11,391) (11,391)

632 - 1,311 1,105

(7,355) (10,286) (21,970) (23,470)Income tax and social contribution expense

Effect of income tax and social contribution on:

Nondeductible fines and expenses

Profit before IRPJ and CSLL

Subsidiary taxed abroad

Other

Income tax and social contribution expense at statutory rate

Share-based payment plan

Offset of tax loss carryforwards and temporary differences

Statutory rate

Subsidiary taxed based on the deemed income

Consolidated

Tax effects of consolidation on tax installment´s

Company 12/31/11 6/30/12Deferred tax assets on: Noncurrent:

Goodwill arising on mergers (see note 13) 39,449 (4,034) (8,070) 31,379

Allowance for doubtful accounts 49 - (8) 41

Provision for tax, civil and labor risks 5,845 631 671 6,516

Income tax loss carryforwards 8,934 749 1,930 10,864

Social contribution tax loss carryforwards 3,641 345 770 4,411

Revaluation reserve for property, plant and equipment (817) 24 37 (780)

Exchange differences (269) - 269 -

Other provisons 1,993 (754) (1,384) 609

Total net assets 58,825 (3,039) (5,785) 53,040

Recognized in income

statement for the period


statement for 4/1/12 to 6/30/12


60

d) Unrecognized deductible temporary differences, and unutilized tax losses and credits.

Deductible temporary differences, and unutilized tax losses and credits for which no deferred tax assets were recognized are attributable as follows:

Pursuant to CPC 32 and CVM Instruction 371/02, the Company recognized deferred income tax and social contribution basically arising from the revaluation reserve, temporary differences, and tax loss carryforwards. The tax credit was recognized because the Company recorded future taxable income based on its net income projections, which show that such amounts will be recovered in the coming years.

As a result of the downstream merger carried out on June 30, 2007, the balance of deferred income tax and social contribution assets on the provision for the write-off of goodwill that was recorded at ADTSPE was transferred to the Company. As the balance of goodwill will be amortized proportionately to operating profit or loss and after the merger, this balance of deferred income tax and social contribution is expected to be realized over a maximum period of five years.

These credits are maintained in current and noncurrent assets according to their expected realization, based on taxable income generation projections, within the 30-percent limit of annual taxable income to offset tax loss carryforwards, pursuant to legislation in force. The Company

Consolidated 12/31/11


statement for 4/1/12 to 6/30/12


statement for the period

Recognized in other

comprehensive income 6/30/12

Deferred tax assets on: Noncurrent:

Goodwill arising on mergers (see note 13) 39,449 (4,034) (8,070) - 31,379

Allowance for doubtful accounts 1,218 (61) (964) 26 280

Provision for tax, civil and labor risks 6,696 866 2,254 19 8,969

Income tax loss carryforwards 8,934 749 1,930 - 10,864

Social contribution tax loss carryforwards 3,641 345 770 - 4,411

Revaluation reserve for property, plant and equipment (817) 24 37 - (780)

Exchange differences (269) - 269 - -

Other provisons 2,124 (725) (1,349) 5 780

Total assets 60,976 (2,836) (5,123) 50 55,903Deferred tax liabilities on-Noncurrent:

Revaluation reserve for property, plant and equipment (361) 170 229 (2,402) (2,534)Total liabilities (361) 170 229 (2,402) (2,534)

Total net 60,615 (2,666) (4,894) (2,352) 53,369

6/30/12 12/31/11

Subsidiaries' tax loss carryforwards 10,799 8,659 Deductible temporary differences (151) (444)

10,648 8,215Statutory rate 34% 34%

3,620 2,793

Deferred tax assets not recognized at the end of the period

Consolidated


61

prepared technical feasibility studies, which are reviewed and approved by the Board of Directors, which indicated the full recovery of the deferred tax amounts recognized in June, 2012.

The estimated realization is as follows:

28. FINANCIAL INSTRUMENTS

28.1. Capital management

The Company and its subsidiaries enter into transactions involving financial instruments, all recorded in balance sheet accounts, which are intended to meet their cash requirements and reduce the exposure to market, currency, and interest rate risks. These risks and instruments are managed by means of strategies, control systems and foreign exchange exposure limits, which is monitored by Company´s executive committee. The Company has intercompany borrowings, trade payables, and borrowings and financing, classified as financial instruments.

The Company manages its capital to ensure that both its parent and its subsidiaries can continue as going concerns, and at the same time maximizes the return of all its stakeholders by optimizing the balance debt and equity.

The Company’s equity structure consists of its net debt (debentures detailed in note 16, less cash and banks) and the equity (note 21).

28.2. Risk factors that may affect the Company’s business

a) Exposure to interest rate risks

This risk arises from the possibility of losses (or gains) due to fluctuations in the interest rates applicable to the Company’s assets or liabilities obtained in the market. In order to minimize possible impacts resulting from interest rate fluctuations, the Company has alternated between fixed rates and variable rates, such as Libor and the interbank deposit rate (CDI) and periodically renegotiated their contracts to adjust them to the market.

Year Company Consolidated 2012 14,520 15,769 2013 26,137 26,675 2014 9,071 9,608 2015 3,312 3,851 Total 53,040 55,903


62

(i) Debentures issued by the Company pay interest equivalent to 100% of the accumulated fluctuation of the average daily overnight interbank rates (DI), expressed as a percentage per base year of 252 business days (CETIP), compounded by a scaled surcharge, starting at 1.47% per year on March 31, 2010 to 2.09% per year on March 25, 2015, as described in note 16.

(ii) Short-term investments are basically realized based on the yield rates effectively negotiated, pegged to the CDI, and reflected usual market conditions prevailing at the end of the report period, as described in note 6.

Additionally, to comply with CVM Instruction 475, of December 17, 2008, as at June 30, 2012, management estimated, based on the quotations set down in the Focus report of the Central Bank of Brazil (BACEN), future profit rates, showing in each scenario the effect of the changes in fair value, as shown in the table below:

(i) In the probable scenario the Company would have a gain of R$61,704 over the next twelve (12) months, resulting from future CDI estimates for interest on debentures plus the surcharge of 1.98% per year. For short-term investments, the Company considered the same future CDI estimates and the average yield rate obtained by the Company on these investments as at June 30, 2012. In the possible and remote scenarios, by adopting the same criteria described for the

BalanceLine item sheet accounts Note 6/30/12 12/31/11

Debentures (i)Current and noncurrent liabilities

16(115,654) (135,681)

Banks Current assets 6 9,143 2,508

Short-term investments (ii) Current assets 6 173,775 217,065 Total exposure 67,264 83,892

BalanceLine item sheet accounts Note 6/30/12 12/31/11

Debentures (i)Current and noncurrent liabilities

16(115,654) (135,681)

Borrowing and financing Current liabilities 16 (10,627) - Banks Current assets 6 9,143 2,508

Short-term investments (ii) Current assets 6 193,880 238,923 Total exposure 76,742 105,750

Company

Consolidated

6/30/12 Probable (i) Possible (ii) Remote (iii)Assumptions CDI - 10.00% CDI - 12.50% CDI - 15.00%Debentures (115,654) (129,789) (132,739) (135,689)

Short-term investments 173,775 191,493 197,582 200,352

Net exposure 58,121 61,704 64,843 64,663

CompanyScenarioScenario


63

probable scenario, the estimates would generate a net change in gains or losses of R$3,139 and R$2,958, respectively, as compared to the probable scenario.

(ii) Assumption considered by management based on a 25% stress in the risk variable.

(iii) Assumption considered by management based on a 50% stress in the risk variable.

The borrowing of subsidiary T4F Argentina S.A. is indexed to the TNA (Current Nominal Rate).

b) Exposure to foreign exchange risk

This risk arises from the possibility of fluctuations in exchange rates affecting financial expenses or income and the liability or asset balance of contracts denominated in a foreign currency. It is the Company’s policy to contract non-deliverable forwards (NDFs) and units in a foreign exchange fund whenever its foreign currency-denominated assets and liabilities are exposed to foreign exchange fluctuations arising from contracts with international suppliers or the opening of foreign bank accounts. The NDF obtained on January 12, 2011, totaling US$10,000,000 at the exchange rate of R$1.8077=US$1.00 was settled on March 1, 2012, at the PTAX (official) exchange rate of R$1.7092=US$1.00, resulting in a gain of R$985, recorded and subsequently recognized in ‘Financial income (expenses)’. As at June 30, 2012, the Company registers the following foreign currency transactions in balance sheet:

6/30/12 Probable (i) Possible (ii) Remote (iii)

AssumptionsCDI-10.00% e TNA-20.31%

CDI-12.50% e TNA-25.39%

CDI-15.00% e TNA-35.49%

Debentures (115,654) (129,789) (132,739) (135,689) Borrowing and financing (10,627) (12,785) (13,325) (14,399)

Short-term investments 173,775 191,493 197,582 200,352

Net exposure 47,494 48,919 51,518 50,264

ConsolidatedScenario


64

• Intragroup loans: refer to the balances receivable and payable arising from loan agreements entered into by the Company with its subsidiaries, denominated in foreign currencies.

• Except for the intercompany loan between the Company and subsidiary T4F Chile S.A., totaling US$7,000,000 the balance of due to related parties derives from transactions whose terms and conditions could have been different if carried out with unrelated parties, and thus would represent part of the investment and not necessarily the fair value of the financial transactions.

• Trade payables: refer to balances payable in foreign currency:

c) Sensitivity analysis of exchange rate and interest rate fluctuations

The fluctuations of exchange rates and interest rates, such as the CDI, can have a positively or an adverse effect on the consolidated interim financial information because of the increase in the balance of trade receivables and intercompany borrowings repayable to subsidiaries, denominated in foreign currencies, mostly the US dollar.

As at June 30, 2012, the Company estimated that an increase or a reduction of 10% in exchange fluctuations and/or interest rates would have increased or decreased financial income or financial expenses of approximately R$3,154. This amount was calculated considering the impact of hypothetical increases or decreases in interest rates on outstanding short-term investments and financing.

Gains or losses on financial instruments derivatives transactions are recorded in ‘Financial income and expenses, net’, as detailed in note 25.

d) Credit risk

Arises from the possibility of the Company and its subsidiaries not receiving amounts generated by sales transactions and receivables from financial institutions generated by short-term investments. To mitigate this risk, the Company and its subsidiaries adopt the procedure of analyzing in detail the financial position of its customers, establishing credit limits, and constantly monitoring their balances.

BalanceLine item sheet accounts Currency 6/30/12 12/31/11 6/30/12 12/31/11

Banks Current assets US dollar 9,143 2,508 9,143 2,508

Short-term investments Current assets US dollar - - 525 1,423

Intragroup loans Noncurrent assets Argentinean peso 17,870 14,751 - -

Intragroup loans Noncurrent assets US dollar 7,172 5,332 9,048 7,329

Intragroup loans Current liabilities US dollar (15,693) (14,547) - -

Trade payables Current liabilities US dollar (67) (6,100) (1,783) (8,175)

Total exposure 18,425 1,944 16,933 3,085



65

e) Liquidity risk

Effectively managing liquidity risk implies to maintain enough cash and marketable securities, funds available through credit facilities used and the ability to settle market positions. Due to the dynamic nature of the Company and its subsidiaries’ business, the treasury function maintains flexibility in funds available through the maintenance of credit lines used.

Management monitors the Company’s consolidated liquidity level considering the expected cash flows against unused credit facilities, and cash and cash equivalents.

29. INSURANCE

The insurance coverage is determined according to the nature of the assets’ risks, and is considered sufficient to cover potential losses arising from claims. As at June 30, 2012 and December 31, 2011, insurance coverage is as follows:

30. CO-OBLIGATIONS, LIABILITIES AND COMMITMENTS

a) Sponsorship agreements

The Company has entered into long-term sponsorship agreements, as follows: (i) naming rights of the venues where the Company operates, namely, Credicard Hall, Citibank Hall São Paulo and Citibank Hall Rio de Janeiro, as well as Teatro Opera Citi in Buenos Aires, Argentina, which, in brief, provide for the right of the sponsor to name said venues and the way its trademark is disclosed; (ii) access technology sponsorship agreement, which consists of a tool that grants access to the shows organized and promoted by the Company using a credit card; iii) sponsorship agreement and other covenants the provides for granting benefits to the sponsor’s customers in certain events promoted by the Company, including, but not limited to, the presale of tickets, discounts, and preferred parking; and (iv) circus show sponsorship agreement.

b) Lease of venues

The lease agreements of venues were entered into for a period above five years, which ensures the Company the right of mandatory renewal of the lease, if legal requirements are met. In the event of noncompliance with the defined lease term, an amount equal to three months of the

Type 6/30/12 12/31/11

General and premises civil liability

General and events civil liability, commercial and/or industrial premises, civil liability - employer, civil liability - valet, and pain and suffering 73,377 24,244

Asset insurance - premises Fire, lightning, explosion, windstorm, smoke, loss of rent, equipment, neon signs, amounts, riots, strikes, glass, asset theft/robbery, amount in transit, electric damages, floods, loss of profits, and all risk due to sprinkler leakage 82,923 82,743

156,300 106,987

Insured amount


66

rent prevailing on the date of termination will be charged to the lessee, and the lessee agrees to return the property in perfect usage conditions.

After analyzing these agreements, the company’s management concluded that they qualify as operating leases.

Lease payments, based on the monthly amounts in effect, are broken down as follows:

c) Credit letters of guarantee

As at June 30, 2012 and December 31, 2011, the Company had credit guarantee agreement is effect entered into with financial institutions, the purpose of which is to ensure the payment of performers’ fees, and which total approximately US$107,100 and US$20,120, respectively.

d) Letters of guarantee

As at June 30, 2012 and December 31, 2011, the Company had bank letters of guarantee in effect the purpose of which is to ensure the payment of leases and certain lawsuits, and which total approximately R$7,515 and R$7,015, respectively.

31. SHARE-BASED PAYMENTS

The Annual and Extraordinary Shareholders’ Meeting (AESM) held on September 28, 2007 approved the Company’s common stock option plan, ratified by the Extraordinary Shareholders’ Meeting (ESM) held on January 13, 2011. Under this Plan, the Board of Directors can grant stock options to directors, employees in leadership positions, and service providers of the Company or other companies under its control. Stock options are granted under grant agreements entered into between the Company and the beneficiaries. All stock options granted under such Plan cannot exceed 5% of total shares of capital stock. The option can be partially or fully exercised during the period established in the Option Agreement, pursuant to the plan’s effective period.

The annual tranches that are not yet vested will expire immediately if the employment contract, service agreement, or term of office as director is terminated.

Since the approval of this Plan, the company has entered into stock option agreements with seven executives, on different dates.

As prescribed by such agreements, the gains obtained with these options would be settled in cash, duly measured at their fair values at the end of the reporting period. However, said contracts also established that if an IPO were conducted, the Company would no longer be liable for the


YearUp to year 1 10,491 22,777 From year 2 to 5 36,387 36,777 After year 5 57,596 57,654 Total 104,474 117,209


67

payment of such gains in cash and the benefited executives can exercise their vested stock options.

Accordingly, with the registration of the Company as a publicly-traded company and the related IPO conducted on April 13, 2011, the stock options previously classified as financial liabilities have been converted into equity instruments, duly measured at their fair values on that date.

The fair value of such stock options was calculated using the Black & Scholes pricing model on the date they were converted into equity instruments, individually for each benefited executive, since grant date, which was on September 28, 2007.

The impacts on net income or loss for the period are as follows:

In determining the fair value of stock options as at April 13, 2011, the following economic assumptions were used:

Amounts AmountsAmounts recorded in recorded in Amounts to

Number of recorded in profit for the profit for the be recorded

options profit to quarter ended period ended in future

Grant year granted 12/31/11 6/30/12 6/30/12 periods

2007 1,256,667 2,869 - - - 2008 505,576 1,287 59 117 10 2010 119,373 102 19 40 67 Total 1,881,616 4,258 78 157 77


68

As approved at the Board of Directors’ meeting Minutes and described note 21(a), on July 12, 2011 the Company issued 100,170 subscribed and paid-in shares because some of the executives participating of the plan exercised their vested options. These shares were settled in August 2011 for R$1,001.

On June 27, 2012, the Company’s Board of Directors approved the grant of new stock options and authorized the executive committee to sign the stock option grant agreements entered into by the Company and the beneficiaries. As a result, on July 4, 2012 the Company entered into agreements with four executives, totaling 139,500 stock options (as described in note 35).

32. SEGMENT INFORMATION

IFRS 8 Operating Segments requires that operating segments be identified based on the basis of internal reports on Company components that are regularly reviewed by the entity’s chief operating decision maker in order to allocate resources to the segment and assess its performance. The Company’s main executives identified the chief operating decision maker, responsible for allocating resources to the operating segments and assessing their performance.

a) Segment revenue and results

The segment information reported is consistent with other management reports provided to the main strategic and operating decision-makers to assess the performance of each segment and the allocation of funds. According to the reports analyzed for management decision-making, the main segmentation of the Company’s business is based on the performance of activities related to: (i) promotion of events, which includes holding live concerts and shows, stage

Grant dates 9/28/07 10/01/07 7/15/08 2/23/10 3/1/10 Number of executives benefited

2 1 2 1 1

End of last tranche options vesting period

9/28/14 10/1/14 7/15/15 2/23/17 3/1/17

Share price volatility 32.98% 32.98% 32.98% 32.98% 32.98%Risk-free interest rate 12.06% 12.06% 12.06% 12.06% 12.06%

Exercise price per option in R$ 10.98 10.98 10.98 10.98 10.98

IndexNot

indexedNot

indexed1 plan not indexed and

another indexed to CDI Indexed to

CDIIndexed to

CDIExercise price adjusted using CDI - R$

10.98 10.9810.98 and 16.93,

respectively16.93 16.93

Fair value per option – R$: (i)

Series 1 5.02 5.02 5.02 and 0.00 - -

Series 2 5.02 5.02 5.02 and 0.00 1.48 1.5

Series 3 5.02 5.02 5.28 and 0.66 2.22 2.23

Series 4 5.5 5.51 6.34 and 1.83 2.74 2.75

Individual plans of each executive benefited

(i) 1 plan not indexed and another indexed to CDI, respectively.


69

plays, and exhibits; (ii) operations, which includes ticket sales, sale of food and beverages, and operation of venues; and (iii) sports sponsorships. Segmentation by activity is also broken down by geographical areas, as follows: (i) Brazil; (ii) Argentina; and (iii) Chile.

The performance of the Company’s operating segments was assessed based on gross operating revenues, taxation, net operating revenues, costs of services, expenses, the Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), net income for the year, and noncurrent assets. This measurement basis excludes the effects of interest, income tax and social contribution, and depreciation and amortization.

The tables below include summarized financial information of the Company’s operating segments as at and for the periods ended June 30, 2012 and December 31, 2011. The amounts provided are consistent with the balances recorded in the interim financial information and the accounting policies applied:

b) Geographical information

The Company operates in three main geographical areas: Brazil, Argentina, and Chile:

Consolidated4/1/12 to6/30/12

Event promotion

Box office, food and beverages,

venues operation in venues Sponsorships Total

Net revenue 104,727 33,748 52,256 190,731

Costs (121,597) (19,956) - (141,553)

Gross profit (16,870) 13,792 52,256 49,178

Operating expenses allocable to segments (10,298) (6,137) - (16,435)

(27,168) 7,655 52,256 32,743

Administrative expenses (10,102)

Financel income (cost) (1,720) Pretax income 20,921


70


Event promotion



Net revenue 167,640 51,244 78,181 297,065

Costs (184,234) (34,164) - (218,398)

Gross profit (16,594) 17,080 78,181 78,667


(30,569) 6,017 78,181 53,629


Financel income (cost) (3,638) Pretax income 25,001


Event promotion



Net revenue 120,530 24,228 39,553 184,311

Costs (115,559) (17,111) - (132,670)

Gross profit 4,971 7,117 39,553 51,641


295 2,441 39,553 42,289


Financel income 2,990 Pretax income 30,845


71

Company revenue by geographical area is broken down as follows:

33. ADDITIONAL DISCLOSURES TO THE STATEMENTS OF CASH FLOWS

The following changes in the financial position during the six-month period ended June 30, 2012 and 2011 did not have any impact on cash and cash equivalents:


Event promotion



Net revenue 174,044 35,842 56,495 266,381

Costs (163,570) (27,533) - (191,103)

Gross profit 10,474 8,309 56,495 75,278


1,030 (1,123) 56,495 56,402


Financel income (cost) (196) Pretax income 33,233

4/1/12 1/1/12 4/1/11 1/1/11

Geographical breakdown of results to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Net revenue:Argentina 33,399 41,287 34,188 53,052 Brazil 148,863 243,161 146,238 190,414 Chile 8,469 12,617 3,885 22,915

190,731 297,065 184,311 266,381

Gross profit:Argentina 13,542 15,887 3,432 4,731 Brazil 33,709 59,050 48,931 66,341 Chile 1,927 3,730 (722) 4,206

49,178 78,667 51,641 75,278

Operating (loss) profit:Argentina 6,749 4,790 742 (644) Brazil 13,980 21,234 33,127 33,139 Chile 192 (1,023) (3,024) 738

20,921 25,001 30,845 33,233

Consolidated


72

• Purchase of property, plant and equipment items and intangible assets, for which no payments were made in the quarter ended June 30, 2012, amounting to R$72 in Company and R$83 on a consolidated basis (R$80 in Company and R$140 on a consolidated basis at June 30, 2011).

• Retention of dividends of former controlling shareholder CIE Internacional S.A, de C.V. amounting to R$9,175 on June 30, 2011, related to the partial settlement of a debt to Company, as described in note 12.

• Provision of amounts related to mandatory minimum dividends receivable from subsidiaries amounting to R$2,555 at December 31, 2011, as described in note 21.

• Changes in Rouanet Act restricted cash that does not affect cash, related to cultural projects, amounting to R$7,884.

• Write-off of property, plant and equipment in Company for the capital contribution to Aurolights Equipamentos e Produção de Eventos S.A., amounting to R$12,300, and income tax on equity valuation adjustments, amounting to R$2,400. And increase in property, plant and equipment for the capital contribution from non-controlling de shareholders amounting to R$6,715.

34. EARNINGS PER SHARE

Basic

Basic earnings per share are calculated by dividing profit for the year by the weighted average number of common shares outstanding in the same year.

Diluted

Diluted earnings per share is calculated by adjusting the weighted average outstanding common shares supposing that all potential common shares that would cause dilution are converted.

The table below shows the calculation of earnings per share and considers the reverse stock split approved at an Extraordinary Shareholders' Meeting of January 13, 2011.

4/1/12 1/1/12 4/1/11 1/1/11

to 6/30/12 to 6/30/12 to 6/30/11 to 6/30/11

Profit for the period attributable to the shareholders of the Company 13,502 14,563 8,332 9,171

Number of common shares for basic earnings per share calculation purposes 69,291 69,291 11,724 69,190

Weighted average number of common shares for diluted earnings per share

calculation purposes 71,054 71,054 5,862 63,328

Basic earnings per share - R$ 0.1949 0.2102 0.1204 0.1325

Diluted earnings per share - R$ 0.1901 0.2050 0.1205 0.1448

Company and Consolidated


73

35. EVENT AFTER THE REPORTING PERIOD

(i) Capital increase

On June 27, 2012, the Company’s Board of Directors approved the issue of 45,531 book-entry, registered common shares without par value by the Company, at the price of R$9.78 per share, on account of the exercise of the stock options by a Company officer, under the Plan approved at the Extraordinary Shareholders’ Meeting held on September 28, 2007, ratified at the Extraordinary Shareholders’ Meeting held on January 13, 2011 (see note 21). The holder of this share executed the subscription bulletin that provide for the mandatory payment in cash of the total amount of R$445. The Company’s capital increased to R$238,570 represented by 69,336,151 shares.

(ii) Payment of dividends

On July 6, 2012, the Company approved the payment of dividends to the shareholders for the year ended December 31, 2011. This payment was made on July 11, 2012, as approved at the Annual Shareholders’ Meeting held on April 27, 2012.

(iii) Grant of stock option

On June 27, 2012, the Company’s Board of Directors approved the grant of new stock options and authorized the executive committee to sign the stock option grant agreements entered into by the Company and the beneficiaries. As a result, on July 4, 2012 the Company entered into agreements with four executives, totaling 139,500 stock options.

(iv) New venue

Beginning July 1, 2012, the Company started to run a new venue in Belo Horizonte called Chevrolet Hall.

36. APPROVAL OF THE INTERIM FINANCIAL INFORMATION

These individual and consolidated interim financial information were approved by the Board of Directors at the meeting held and authorized for issue on August 07, 2012.

74

Management Report

Main Highlights

� 2Q12 earnings came in line with our budget figures for the quarter, which considered:

- The typical pattern of earnings seasonality in our industry, and

- The difference in the number and profile of the shows promoted by T4F in the 2Q12 and in the

2Q11, most notably the higher number of large outdoor music concerts in the 2Q11 versus a high

quality calendar of family entertainment shows in the 2Q12:

� Net Revenue of R$191 million (+3% vs. 2Q11)

� Gross Profit of R$49 million (-5% vs. 2Q11)

� EBITDA of R$25 million (-14% vs. 2Q11)

� Net Income of R$14 million (+53% vs. 2Q11)

� The first half of the year is traditionally the weakest in our industry, and we project that this

behavior shall repeat in 2012. Thus, the analysis that provides the best understanding of the

company’s performance over time is the comparison of cumulative 12 months to June 2012 against

the 12-month period immediately preceding, which, in this quarter, showed strong growth:

� Net Income of R$641 million (+19% vs. LTM-Jun/11) (LTM-Jul/11: Jul/10-Jun/11)

� Gross Profit of R$190 million (+19% vs. LTM-Jun/11)

� EBITDA of R$105 million (+28% vs. LTM-Jun/11)

� Net Income of R$66 million (+151% vs. LTM-Jun/11)

� We maintain the projection of a strong growth in the 2H12 results over 1H12, emphasizing:

� The South American tours of Linkin Park, Lady Gaga and Madonna in the 4Q12, with at least 16

big shows in stadiums and arenas in Brazil, Argentina and Chile.

� A strong pipeline of indoor tours of renowned international music artists: Alanis Morissette,

Scorpions, Yanni, Dream Theater, G3, Liza Minelli, Simple Plan, Snow Patrol, among many

others.

� Continuation of the musical The Addams Family at the Abril theatre in São Paulo, with sold-out

performances since its debut in March/12.

� Opening of ticket sales for the shows The Lion King and Cirque du Soleil-Corteo in 4Q12, with

premieres planned for the first quarter of 2013.

75

Financial and Operating Highlights

(In R$ 000, unless otherwise stated)

Financial Indicators

Net Revenue 190,731 184,311 3% 297,065 266,381 12% 640,509 539,477 19%

Events Promotion 104,728 120,530 -13% 167,641 174,044 -4% 363,882 329,607 10%

Live Music 52,225 96,958 -46% 85,880 142,799 -40% 203,903 243,050 -16%

Performing Arts, Theater and Exhibitions 48,893 19,754 148% 76,669 26,712 187% 146,226 75,359 94%

Sport Events 3,609 3,818 -5% 5,092 4,533 12% 13,754 11,197 23%- - - -

Ticketing Services, F&B and Venue Operations 33,748 24,228 39% 51,244 35,842 43% 115,923 90,659 28%- - - -

Sponsorship 52,256 39,553 32% 78,181 56,495 38% 160,703 119,212 35%

Events Promotion 45,270 34,658 31% 66,579 47,009 42% 137,375 95,738 43%

Ticketing Services, F&B and Venue Operations 6,986 4,895 43% 11,602 9,486 22% 23,329 23,473 -1%

Gross Income 49,178 51,641 -5% 78,667 75,278 5% 190,298 159,413 19%

Gross Margin (%) 25.8% 28.0% -2.2 p.p. 26.5% 28.3% -1.8 p.p. 29.7% 29.5% 0.2 p.p.

EBITDA 25,164 29,114 -14% 33,259 35,878 -7% 105,171 81,873 28%

EBITDA Margin (%) 13.2% 15.8% -2.6 p.p. 11.2% 13.5% -2.3 p.p. 16.4% 15.2% 1.2 p.p.

Net Income 13,567 8,875 53% 14,716 9,763 51% 66,023 26,267 151%

Net Margin (%) 7.1% 4.8% 2.3 p.p. 5.0% 3.7% 1.3 p.p. 10.3% 4.9% 5.4 p.p.

LTM -

Jun/12

LTM -

Jun/11Chg.2Q12 2Q11

Chg.

2Q12/2Q11 1H12 1H11

Chg.

1H12/1H11

Operational Indicators1

Live Music

Number of Events 92 118 -22% 151 188 -20% 359 374 -4%

Tickets Sold (000) 359 736 -51% 599 1,070 -44% 1,584 1,860 -15%

Average Ticket Price (R$) 149 146 2% 152 144 6% 129 141 -9%

Performing Arts and Theater

Number of Events 306 216 42% 429 312 38% 947 680 39%

Tickets Sold (000) 461 287 61% 643 343 87% 1,128 749 51%

Average Ticket Price (R$) 121 66 84% 136 73 88% 148 96 55%

(1) Exhibitions and Sport Events are not included.

2Q12 2Q11 Chg.

2Q12/2Q11 1H12 1H11

Chg.

1H12/1H11

LTM -

Jun/12

LTM -

Jun/11Chg.

76

Considerations about Earnings Seasonality

As mentioned in our previous earnings releases, T4F’s accounting results are subject to seasonality

effects whereby (i) the second half is stronger than the first half, and (ii) the fourth quarter is the

strongest of the year.

We expect this pattern to continue in 2012, with a similar curve to that of 2011 (see the chart below),

although the fourth quarter is likely to be even more representative, due to the concentration of large

live music events in that quarter and to the opening of ticket sales of highly successful shows such as the

Broadway musical The Lion King and the Cirque du Soleil’s Corteo.

2Q12 Performance

Events Promotion

Live Music

In 2Q12, we promoted 92 live music concerts with approximately 360,000 tickets sold. It is particularly

worth mentioning the Brazilian leg of Roger Waters’ The Wall global tour, in addition to indoor concerts

in a growing number of cities by several international artists, including Bob Dylan, Duran Duran, Roxette,

3 Doors Down and Demi Lovato. Following our strategy of growing the number of cities covered by our

shows, the Bob Dylan tour was presented in 7 cities and the Roxette tour was taken to 11 cities. Our

indoor concerts were also complemented with recurring concerts by renowned national artists,

including Paula Fernandes, Fábio Jr., Titãs and Jorge Ben Jor, among many others.

Compared to 2Q11, the downturn in net revenue from live music is due to the lower number of large

stadium and arena shows. In 2Q11, the Company promoted five concerts of U2’s 360o South American

tour, with an average audience of 75,000 per performance, and three Ozzy Osbourne concerts, while in

the 2Q12 it only promoted two Roger Waters concerts in São Paulo, with an average audience of 50,000

per performance.

82

184

112

232

106

191

1Q11 2Q11 3Q11 4Q11 1Q12 2Q12

Net Revenue - R$ MM

77

Live Music (cont.)

When comparing the six-month period ended in June, the number of stadium and arenas concerts is

even more concentrated, with 13 concerts promoted in the in 1H11 against only four in the 1H12.

In 2012, particularly in the live music segment, our revenue is expected to be much concentrated in the

fourth quarter, when we will promote two mega global tours - Madonna’s MDNA and Lady Gaga’s Born

This Way Ball, totaling at least twelve performances already confirmed, in addition to four concerts of

Linkin Park in Brazil and Argentina.

Family entertainment, theater and cultural exhibitions

Net revenue from this segment reached R$48.9 million in 2Q12, 148% up on 2Q11, resulting from a 61%

rise in the paying audience and a 84% increase in the average ticket price due to a superior mix of

contents in 2Q12.

The musical The Addams Family has continued playing to sold-out audiences at our venue Teatro Abril in

São Paulo since its premiere in March 2012. It is the musical with the second largest paying audience

promoted by the Company, behind only The Phantom of the Opera, considering the first four months of

performances. We also continued to present the acclaimed Mamma Mia! musical at the Opera Citi

theatre, in Buenos Aires.

We also promoted various performing arts and family entertainment shows in 2Q12, including more

than 30 performances of the new Disney on Ice – 100 Years of Magic tour in São Paulo and Rio de

Janeiro, the first Batman Live South American tour in São Paulo, Buenos Aires and Santiago, in addition

to the Brazilian debut of performing fights event - WWE-World Wrestling Entertainment in São Paulo.

We also proceeded with the Brazilian leg of Cirque du Soleil’s South American Varekai tour in Recife,

Salvador and Curitiba.

T4F has been promoting the Varekai tour since September 2011 and its final performance is scheduled

for Lima, Peru in February 2013. The Company recently contracted Corteo, which is expected to run

from March 2013 through the end of 2014, with performances in at least ten different markets. All in all,

we will have been presenting Cirque du Soleil for 40 consecutive months.

The six-month comparison reveals a similar picture – a strong upturn in 1H12 over 1H11 in terms of

numbers of events (+38%), tickets sold (+87%), average ticket price (+88%) and net revenue (+187%),

due to the same reasons described above.

Sport Events

Net revenue from sport events was R$3.6 million in 2Q12, 5% down on 2Q11. Since there was one race

fewer of Copa Caixa Stock Car, the calendar of the main Brazilian car racing championship series had

three races in 2Q12 versus four in 2Q11. However, we recorded substantial growth in terms of paying

audiences, hospitality centers, and relationship marketing actions in the races of all the championship

series promoted by the Company, especially the Copa Petrobras de Marcas series, now in its second

season.

78

Ticketing, Food and Beverage Sales (F&B), and Venue Operations

Revenue from this segment increased by 39% over 2Q11 to R$33.7 million, with the highlight being the

opening of ticket sales for Madonna’s new upcoming South American tour. In the indoor live music

segment, we began selling tickets for shows by top names of international music, including Yanni,

Scorpions, Liza Minelli and Dream Theater, among others.

In addition to recurring revenue from venue rentals for private corporate events and parking, we

highlight the important results in the F&B and merchandising segment with revenue per capita above

historical averages.

Sponsorships

Net revenue from sponsorships reached R$52.3 million in 2Q12, 32% more than in 2Q11. This increase,

due to the higher number of live indoor music tours featuring major international artists and the

promotion of a diversified content platform in the family entertainment segment, which caters to

various types of audience, representing unique marketing solutions for sponsors, such as the exclusivity

in the pre-sales of tickets for Madonna.

Gross Income

Gross income came to R$49.2 million, 5% less than in 2Q11, accompanied by a margin of 25.8%, down

by 2.2 p.p., due to the the Cirque du Soleil Varekai tour presenting in a higher number of cities - Recife,

Salvador and Curitiba - and shorter seasons in each one. As a result, logistics costs moved up. In

addition, some of the revenues related to the 2Q12 cities, such as pre-sales sponsorship and ticketing

convenience fees, were booked in previous periods when the tickets were sold.

It is worth noting that, in the 12-month period ended June 2012, gross income totaled R$190.3 million,

19% up on the previous 12-month period.

Selling, General & Administrative, and Other Expenses

SG&A and other expenses totaled R$26.5 million in 2Q12, a nominal increase of 12% over 2Q11.

However, while in 2Q12 the Company booked R$1.7 million in provisions for non-recurring

contingencies, in 2Q11 these provisions corresponded to only R$0.1 million. Excluding these effects,

expenses climbed by just 4.6% yoy.

Amounts in millions of Brazilian reais (Consolidated - IFRS)

Operating Expenses (Revenues)

Total (26.5) (23.8) 12% (50.0) (41.8) 20% (92.9) (82.1) 13%

Selling expenses (2.6) (0.7) 301% (3.9) (2.5) 53% (7.3) (4.4) 65%

General and administrative expenses (17.5) (19.9) -12% (38.3) (38.6) -1% (81.9) (79.6) 3%

Management compensation (5.9) (3.9) 53% (7.2) (5.1) 41% (10.3) (6.6) 55%

Other operating income, net 1.2 0.7 74% 1.5 1.5 0% 3.9 7.0 -45%

Provisions (reversals) for contingencies (1.7) (0.1) 2918% (2.2) 2.9 n.a. 2.7 1.5 79%

% Expenses/Net Revenue 13.9% 12.9% 1.0 p.p. 16.8% 15.7% 1.1 p.p. 14.5% 15.2% -0.7 p.p.

% Expenses/Net Revenue (excluding contingencies) 13.0% 12.9% 0.1 p.p. 16.1% 16.8% -0.7 p.p. 14.9% 15.5% -0.6 p.p.

LTM -

Jun/12

LTM -

Jun/11 Chg. 2Q12 2Q11

Chg.

2Q12/2Q11 1H12 1H11

Chg.

1H12/1H11

79

EBITDA

EBITDA reached R$25.2 million in the 2Q12, 14% down yoy, chiefly due to the lower gross income

resulting from the lower activity in the live music segment.

In 1H12, the company generated EBITDA of R$33.3 million, 7% less than in 1H11. Excluding the

provisions for contingencies, however, EBITDA increased by 6.5%, with a margin of 11.9%, a 0.7 p.p.

improvement.

In the 12-month period ended June 2012, EBITDA totaled R$105.2 million, 28% up on the same period a

year earlier, accompanied by a 1.2 p.p. increase in the EBITDA margin.

Net Income

Net income climbed by 53% yoy to R$13.6 million, with a margin gain of 2.3 p.p. In the 12-month period

ended June 2012, net income totaled R$66 million, a growth of 151% over the prior 12-months. In the

same period, the net margin more than doubled, from 4.9% up to 10.3%.

(In R$ 000, unless otherwise stated)

EBITDA Reconciliation

Net Income 13,567 8,875 53% 14,716 9,763 51% 66,023 26,267 151%

(+) Income Tax and Social Contributions 7,355 21,970 -67% 32,661 37,255 -12% 32,661 37,255 -12%

(+) Net Financial Income (Expenses) 1,721 (2,990) n.d. (1,264) 13,804 -109% (1,264) 13,804 n.d.

(+) Depreciation and Amortization 2,522 1,258 100% (12,853) (24,944) -48% 7,751 4,547 70%

= EBITDA 25,164 29,114 -14% 33,259 35,878 -7% 105,171 81,873 28%

EBITDA Margin 13.2% 15.8% -2.6 p.p. 11.2% 13.5% -2.3 p.p. 16.4% 15.2% 1.2 p.p.

(-) Non-recurring contingencies (1,720) (57) 2918% (2,153) 2,887 n.d. 2,733 1,523 79%

= Adjusted EBITDA(1) 26,884 29,171 -8% 35,412 32,991 7% 102,438 80,350 27%

Adjusted EBITDA Margin 14.1% 15.8% -1.7 p.p. 11.9% 12.4% -0.5 p.p. 16.0% 14.9% 1.1 p.p.

(1) Exclusion of non-recurring contingencies.

2Q12 2Q11 Chg.

2Q12/2Q11 1H12 1H11

Chg.

1H12/1H11

LTM -

Jun/12

LTM -

Jun/11Chg.

80

Cash

We closed 2Q12 with a consolidated cash position of R$213 million, following a conservative investment

policy that prioritizes the preservation of capital and liquidity.

Our cash is maintained in demand deposits and in floating-rate fixed-income securities with daily

liquidity by first tier banks. We do not assume exposure to interest rate risk, liquidity risk or financial

derivatives, except in the latter case as an operating hedge against the impact of FX risk from the

commitments with suppliers in foreign currencies.

Debt

We ended 2Q12 with interest-bearing debt of R$126 million, comprising: (i) R$115.7 million in R$-

denominated bonds issued to Banco Bradesco in March 2010, of which two R$18.8 million principal

installments each have already been paid and amortization schedule will end in March 2015, and (ii)

R$10.6 million in working capital loans (in Argentinean pesos), taken out by our subsidiary in Argentina

in June 2012.

This working capital loan had the sole purpose of funding upfront payments abroad for the contracting

of major international concerts to be presented by the end of 2012, matching assets and liabilities

(ticket sales) in the same currency (Argentinean pesos) while preserving the cash liquidity of the parent

company in Brazil.

Recent Events

Citibank Hall

As of July 2012, T4F has contractually extended the long-term lease of Citibank Hall, the most important

indoor venue in Rio de Janeiro. The contract gives T4F the exclusive right to operate the venue until

2018 under the same currently existing conditions.

81

Chevrolet Hall

On July 1, 2012, T4F assumed the operation of Chevrolet Hall, the most important live entertainment

venue in Belo Horizonte with an audience capacity of up to 5,500, completing one more phase of its

project to increase the verticalization of its operations and expand its operations in South America. Belo

Horizonte becomes the first Brazilian city outside Rio de Janeiro and São Paulo to host a T4F venue.

With the renewal of the Citibank Hall lease and the operation of Chevrolet Hall, T4F currently operates

five South American venues in a vertically integrated manner under long-term leasing agreements with

expiration dates until 2022, including Credicard Hall and Teatro Abril in São Paulo and the Opera Citi

theatre in Buenos Aires.

Pipeline of Events

Outdoor Live Music

In 4Q12, T4F will promote the South American tours of Linkin Park, Lady Gaga and Madonna, totaling at

least 16 large concerts in soccer stadiums and open air arenas in Brazil, Argentina and Chile.

In addition to those, we are negotiating the promotion of other major international artists in 4Q12 and

2013.

Pipeline of Events (cont.)

Indoor Live Music

Our international indoor music platform includes more than 60 performances in South America from

June through the end of the year, featuring artists such as Alanis Morissette (8); Dream Theater (9);

Scorpions (3); Yanni (8); Liza Minelli (4); Snow Patrol (4); Simple Plan (4); G3 (5); Morten Harket - A-HA

lead singer (5) and Sara Baras (4), among many others.

82

In addition to these international artists, we will be promoting a variety of live music concerts by top-

class Brazilian artists, who are important for the recurrence of verticalized revenue, including Maria

Rita, Kid Abelha, Victor e Léo and O Rappa, among others.

Sport Events

In 2H12 we will promote eight races of the annual Copa Caixa Stock Car championship, the most

traditional Brazilian car racing series, in five Brazilian states, in addition to six races of the Copa

Petrobras de Marcas in the Southern Brazil cities of Curitiba and Porto Alegre. In July we promoted one

race of the WTCC world touring car championships in the city of Curitiba.

As of July, we also took over the promotion of South American F-3, the main formula speed racing series

in the region. We promoted the first race in July in Curitiba and the second was held in Rio de Janeiro in

the first weekend of August. Four more races are scheduled before the end of the year.

Family Entertainment, Theater and Cultural Exhibitions

Cirque du Soleil’s South American Varekai tour began the second half of 2012 in Curitiba and is currently

being presented in Porto Alegre before moving on to Buenos Aires and Santiago.

The Company will continue to promote the Broadway musicals The Addams Family at Teatro Abril in São

Paulo, and Mamma Mia! at the Opera Citi theatre in Buenos Aires. The Addams Family recently

exceeded the milestone of 200,000 tickets sold.

Recent agreements and partnerships with some of the major content providers in the global market will

further expand the Company’s footprint in the family entertainment segment, increasing the visibility of

our revenue potential in the coming years. In the first quarter of 2013, we will start promoting The Lion

King in Brazil, the musical with the biggest box office in the history of Broadway. We will also present

Corteo as the fifth consecutive tour with Cirque du Soleil promoted by T4F in South America.

Capital Markets

Considering the closing price of R$17,24 as of August 7th, 2012, T4F stock (SHOW3) has appreciated

52.4% year-to-date, well above its the main market benchmark indexes. In comparison with the

Ibovespa and the Small Caps indexes of the São Paulo Stock Exchange, where T4F is traded, the stock

has overperformed those indexes by 51% and 40%, respectively, year-to-date. Since our IPO, SHOW3

has overperformed the Ibovespa and the Small Caps indexes by 24% and 14%, respectively.

Additionally, there was an important growth in the liquidity of our shares. Our average daily trading

volume (ADTV) went from R$1.93 million in 2011 up to R$2.65 million in 2012, a growth of 37%. In

number of shares, the ADTV rose 25%, from 138,000 to 173,000.

In the charts below, it is presented the performance of the T4F stock relatively to selected indexes:

83

* * *

SHOW3 Relative Performance - 2012YTD(Index 100)

SHOW3

IBOV

SMLL

102

113

152

100

SHOW3 Relative Performance - Since IPO(Index 100)

SHOW3

IBOV

SMLL

83

94

108

100

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