6-K 1 netitr1q04_6k.htm CONSOLIDATED INTERIM FINANCIAL STATEMENTS Provided by MZ Data Products
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of May, 2004

Commission File Number 0-28860
 

 
NET SERVIÇOS DE COMUNICAÇÃO S.A.
(Exact name of registrant as specified in its charter)
 

Net Communications Services Inc.
(Translation of Registrant's name into English)
 

Rua Verbo Divino, 1356
04719-002 - São Paulo-SP
Federative Republic of Brazil
(Address of principal executive office)
 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____

 If "Yes" is marked, indicate below the file number assigned to the Registrant
in connection with Rule 12g3-2(b):82-___
 









  Condensed Consolidated Interim
  Financial Statements (Unaudited)
 
  Net Serviços de Comunicação S.A.
 
 
  March 31, 2004
  with Independent Accountants Review Report







Net Serviços de Comunicação S.A.

Condensed Consolidated Interim Financial Statements (Unaudited)



Contents



  Page
 
Independent Accountants’ Review Report 1 
 
Condensed consolidated balance sheets – March 31, 2004 (Unaudited) and December 31, 2003 3 
 
Condensed consolidated statements of operations for the three-month periods ended March 31, 2004 and 2003 (Unaudited) 5 
 
Condensed consolidated statements of changes in capital deficiency for the three-month period ended March 31, 2004 and of comprehensive loss for the three-month periods ended March 31, 2004 and 2003 (Unaudited) 6 
 
Condensed consolidated statements of cash flows for the three-month periods ended March 31, 2004 and 2003 (Unaudited) 7 
 
Notes to condensed consolidated financial statements (Unaudited) – March 31, 2004 8 


Contents

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

The Board of Directors and Stockholders of
Net Serviços de Comunicação S.A.

We have reviewed the accompanying condensed consolidated balance sheet of Net Serviços de Comunicação S.A. and subsidiaries as of March 31, 2004 and the related condensed consolidated statements of operations and cash flows for the three-month periods ended March 31, 2004 and 2003, the condensed consolidated statements of changes in capital deficiency for the three-month period ended March 31, 2004 and of comprehensive loss for the three-month periods ended March 31, 2004 and 2003. These financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Net Serviços de Comunicação S.A. and subsidiaries as of December 31, 2003, and the related consolidated statements of operations, cash flows and changes in capital deficiency for the year then ended (not presented herein) and in our report dated February 20, 2004, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company’s ability to continue as a going concern. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

The accompanying condensed consolidated interim financial statements have been prepared assuming that Net Serviços de Comunicação S.A. will continue as a going concern. As more fully described in Note 1, the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has not complied with certain covenants of debt agreements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The accompanying interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

ERNST & YOUNG
Auditores Independentes S.S.
2SP015199/O-6

Pedro L. Siqueira Farah
Partner

São Paulo, Brazil
May 5, 2004

Contents

Net Serviços de Comunicação S.A.
Condensed Consolidated Balance Sheets (Unaudited)
(Expressed in thousands of United States dollars, except share amounts )

  March 31,
2004 
December 31,
2003 
 

Assets
Current assets
Cash and cash equivalents US$  87,499  US$  68,811 
Trade accounts receivable, net of allowance for
doubtful accounts of $ 13,954 and $14,331 in 2004 and 2003, respectively
35,626  36,054 
Recoverable income taxes 5,219  5,134 
Prepaid expenses and other assets 5,854  5,152 
 

Total current assets US$  134,198  US$  115,151 
 
Property and equipment, net 361,644  373,528 
Investments and advances to equity investees 1,881  2,403 
Goodwill on acquisition of consolidated subsidiaries, net 266,927  268,639 
Judicial deposits 24,717  23,751 
Deferred and recoverable income taxes 10,062  10,882 
Other non-current assets 9,685  7,337 
 
 
 

Total assets US$  809,114  US$  801,691 
 



  March 31,
2004 
December 31,
2003 
 

Liabilities and capital deficiency    
Current liabilities
Trade accounts payable US$  20,805  US$  20,478 
Accounts payable to programmers, principally with
related parties 57,970  56,075 
Income taxes payable 2,670  2,918 
Sales taxes 10,488  12,116 
Payroll and related charges 8,684  9,884 
Debt 349,426  349,932 
Deferred revenue 18,217  16,713 
Interest and other financial charges payable 127,367  107,583 
Accrued expenses and other liabilities 7,559  6,523 
 

Total current liabilities US$  603,186  US$  582,222 
 
Non-current liabilities
Accounts payable to programmers, principally with 13,761  16,051 
related parties
Due to related companies 1,738  2,063 
Deferred sign-on, hook-up fee and programming benefit 23,131  23,899 
Reserve for contingencies 171,898  168,852 
Accrued expenses and other liabilities 11,781  11,495 
 

Total non-current liabilities US$  222,309  US$  222,360 
 

Total liabilities US$  825,495  US$  804,582 
 

 
Commitments and contingencies
 
Capital deficiency
Preferred stock, no par value, shares authorized,
issued and outstanding (2004 and 2003 – 1,198,784,187) 1,493,279  1,493,279 
Common stock, no par value, shares issued and outstanding (2004
and 2003 – 828,371,343) 811,737  811,737 
Additional paid-in capital 15,027  15,027 
Accumulated deficit (2,107,027) (2,092,032)
Accumulated other comprehensive loss, net (229,397) (230,902)
 

Total capital deficiency US$  (16,381) US$  (2,891)
 

Total liabilities and capital deficiency US$  809,114  US$  801,691 
 

See notes to condensed consolidated financial statements.

Contents

Net Serviços de Comunicação S.A.
Condensed Consolidated Statements of Operations (Unaudited)
(Expressed in thousands of United States dollars, except per share and share amounts)

  March 31,
2004 
March 31,
2003 
 

Revenue    
Subscriptions US$  127,451  US$  90,668 
Telecommunication services 4,525  3,557 
Pay-per-view 3,250  2,988 
Sign-on and hook-up fees 1,730  1,761 
Other services 3,834  2,190 
 

Total revenue 140,790  101,164 
Taxes and other deductions from revenues (25,850) (18,576)
 

Net operating revenue 114,940  82,588 
 

Programming and other operating costs of
which US$36,085 relates to programming (US$28,814 in 2003) (59,028) (47,097)
Selling, general and administrative expenses (24,766) (16,338)
Depreciation and amortization (15,439) (14,184)
Other 608  237 
 

Total operating costs and expenses (98,625) (77,382)
 

Operating income 16,315  5,206 
 

Other income (expenses)
Monetary indexation, net (1,095) 393 
(Loss) gain on exchange rate, net (1,800) 10,137 
Interest expense (22,697) (15,069)
Financial expense, net (5,916) (12,911)
Interest income 3,549  2,141 
Other 349  (319)
 

Total other expenses, net (27,610) (15,628)
 

 
Loss before equity in results of investees (11,295) (10,422)
Equity in losses of investees (517) (1,437)
 

Loss before income taxes (11,812) (11,859)
Income tax expense (3,183) (134)
 

Net loss US$  (14,995) US$  (11,993)
 

 
Net loss per share, basic and diluted US$  (0.02) US$  (0.01)
 

 
Weighted average number of common
shares outstanding 828,371,343  828,371,343 
 

See notes to condensed consolidated financial statements.

Contents

Net Serviços de Comunicação S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY AND COMPREHENSIVE LOSS
(Expressed in thousands of United States dollars, except share amounts)

  Number of shares issued Capital stock Additional
paid-in
capital
Accumulated deficit Accumulated other comprehensive loss Total
 

  Preferred Common Preferred Common Total
 








Changes in capital deficiency for the three month period ended March 31,2004
 
At January 1, 2004 1,198,784,187  828,371,343  US$ 1,493,279  US$ 811,737  US$ 2,305,016  US$ 15,027  US$ (2,092,032) US$ (230,902) US$ (2,891)
 
Change in cumulative translation adjustment for the period 1,505  1,505 
 
Net loss for the period (14,995) (14,995)
 








At March 31, 2004 1,198,784,187  828,371,343  US$ 1,493,279  US$ 811,737  US$ 2,305,016  US$ 15,027  US$ (2,107,027) US$ (229,397) US$ (16,381)
 










Comprehensive loss for each of the Three-month periods ended March, 31
three-month periods ended March 31, 2004 and 2003 2004  2003   
 

Loss for the period US$ (14,995) US$ (11,993)
Cumulative translation adjustments 1,505  1,280 
 

Total comprehensive loss US$ (13,490) US$ (10,713)
 

See notes to condensed consolidated financial statements.

Contents

Net Serviços de Comunicação S.A.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Expressed in thousands of United States dollars)

  Three-months period ended March 31,
  2004  2003 
 

Operating activities
Net loss for the period US$  (14,995) US$  (11,993)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Deferred sign-on and hook-up fee revenues 598  715 
Amortization of deferred sign-on and hook-up fee revenues (1,223) (865)
Equity in losses of investees 517  1,437 
Exchange losses, monetary indexation and interest expense, net 28,152  12,984 
Depreciation and amortization 15,439  14,184 
Deferred income taxes 1,347  (166)
Result on write off and disposal of assets, net (76)
Contingencies additions 1,425  2,443 
(Increase) decrease in operating assets
Trade accounts receivable 187  (1,518)
Income taxes recoverable (723) 31 
Prepaid expenses and other assets (5,330) (4,045)
Increase (decrease) in operating liabilities
Accounts payable to suppliers and programmers 859  (2,433)
Income taxes payable (228) 162 
Payroll and related charges (1,129) 718 
Sales taxes, accrued expenses and other liabilities 1,504  (3,582)
Reserve for contingencies (2,922) (343)
 

Net cash provided by operating activities 23,402  7,729 
 

Investing activities
Acquisition of investments
and advances to related companies, net of repayments (75) (124)
Acquisition of property and equipment (7,177) (3,701)
Proceeds from sale of equipment 2,757  2,053 
 

Net cash used in investing activities (4,495) (1,772)
 

Financing activities
Short-term debt
Issuances 37 
Repayments (86)
Long-term debt
Issuances
Repayments
Related party loans
Issuances
Repayments (6)
 

Net cash provided by financing activities (53)
 

Effect of exchange rate changes on cash and cash equivalents (219) 699 
 

Net increase in cash and cash equivalents 18,688  6,603 
Cash and cash equivalents at beginning of the period 68,811  15,755 
 

Cash and cash equivalents at end of the period US$  87,499  US$  22,358 
 

 
Supplemental disclosure of cash flow information
Cash paid for income taxes US$  269  US$  7 
Cash paid for interest US$  -  US$  173 

See notes to condensed consolidated financial statements.

Contents

Net Serviços de Comunicação S.A.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Expressed in thousands of United States dollars, unless otherwise stated)

1. The Company and its principal operations

The Company and its subsidiaries provide cable television, high-speed Internet access and data transmission services through several cable networks located in the country’s largest cities.

Due to the operating improvements and measures for reducing costs, most of operating subsidiaries are generating operating profits. Furthermore, the Company has developed tools to make selective investments decisions, aligning them with its operational cash flow generation.

Due to the failure to settle certain obligations, which could have their payment flows impacted by the completion of the ongoing debt restructuring process, and the disputes regarding the compliance with restrictive contractual covenants, the Company is subject to the possibility of a collection suit from creditors, either independently or jointly. At March 31, 2004, overdue credits corresponding to 8.9% of total debt have been called by the bank and are subject to additional court proceedings. Based on the existing facts, Management does not believe that these court proceedings will affect the Company’s operating performance, or its ability to continue the negotiations with other creditors.

The Company understands that achieving balance between its cash generation and its debt obligation is essential. Thus, negotiations with its financial creditors should be completed so as to reach a balanced working capital structure that may provide a lower dependence on third-party short-term capital and a minimum refinancing risk in the medium term, which will make the Company less vulnerable to the Brazilian real / US dollar exchange rate volatility. This will be possible by tailoring a repayment stream that is consistent with the Company’s business plan in the medium term. Specific costs related to the current debt – restructuring of approximately US$ 7,000, were recorded as deferred financing costs at March 31, 2004. Upon the successful completion of the current debt restructuring negotiations, such deferred costs will be amortized concurrent with such restructured debt.

The negotiations with creditors are still evolving, so as to reach a balanced working capital structure. Management reconfirms its expectation to formalize the basis of the renegotiation plan during the first-half of 2004.

The exchange rate of the Brazilian real (“R$”) to the U.S. dollar was R$2.9086:US$1.00 at March 31, 2004 and R$2.8892:US$1.00 at December 31, 2003. At May 5, 2004 the exchange rate was R$2.9550:US$1.00.

The accompanying condensed consolidated financial statements do not reflect any adjustments that might be required upon the resolution of the uncertainties discussed above.

2. Basis of presentation of the condensed consolidated interim financial statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal recurring nature, considered necessary for a fair presentation, have been included.

The results of the three-month period ended March 31, 2004 are not necessarily indicative of the results that might be expected for the full year ending December 31, 2004.

The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. The accompanying condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2003.

Certain prior year amounts have been reclassified to conform to the current year’s presentation.

3. Significant accounting policies

The accounts of the Company and its Brazilian subsidiaries and equity investee companies are maintained in Brazilian reais, which have been translated into U.S. dollars in accordance with the criteria established in Statement of Financial Accounting Standards (SFAS) 52 “Foreign Currency Translation”.

The more significant accounting policies adopted in the preparation of the condensed consolidated interim financial statements are consistent with those adopted in the preparation of the audited consolidated financial statements as of December 31, 2003.

Advertising and marketing costs expensed in the condensed consolidated interim statement of operations for the three-month period ended March, 2004 and 2003 amounted to US$ 2,809 and US$ 2,393, respectively.

4. Recent accounting pronouncements

In January 2003, the FASB issued Interpretation No. 46 “Consolidation of Variable Interests Entities” (“FIN 46”). The objective of FIN 46, as revised in December 2003, is to improve financial reporting by companies involved with variable interest entities. A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities.

FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate, but in which it has a significant variable interest. The consolidation requirements of FIN 46 apply in the first fiscal year or interim period ending after March 15, 2004. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The adoption of this statement did not have material impact on the Company’s results of operations and financial position.

5. Cash and cash equivalents

  March 31,
2004
December 31,
2003
 

Cash US$  2,991  US$  4,541 
Brazilian Interbank Deposit – “CDI” 22,011  16,436 
Financial Investments Funds 56,040  44,243 
Others 6,457  3,591 
 

  US$  87,499  US$  68,811 
 

The funds are invested in securities denominated in Brazilian reais (R$) and, accordingly, the Company is exposed to the risk of devaluation of the Brazilian real against the U.S. dollar, as well as the credit risk on the underlying securities.

6. Goodwill on acquisition of consolidated subsidiaries, net

In January 2002, the Company adopted SFAS 142, which requires companies to discontinue amortizing goodwill and certain intangible assets with an indefinite useful life. Instead, SFAS 142 requires that goodwill be reviewed for impairment upon adoption of FAS 142 (January 1, 2002) and annually thereafter.

On December 31, 2003, the date on which the Company performed its annual impairment test, the Company concluded that no impairment was required.

Other than a loss on translation recorded through the cumulative translation adjustments there have been no other movements in goodwill accounts in the three-month period ended March 31, 2004.

7. Property and equipment, net

Property and equipment consisted of:

  March 31, 2004 December 31, 2003
 

    Accumulated Net Book Net Book
  Cost depreciation Value Value
 



Cable network US$  804,976 US$  (530,724) US$ 274,252 US$ 289,195
Data processing equipment 82,035  (54,216) 27,819  29,992 
Buildings and improvements 10,180  (7,261) 2,919  3,422 
Fixtures, fittings and installations 10,122  (5,899) 4,223  4,493 
Vehicles 2,233  (1,914) 319  381 
Other 65,341  (53,356) 11,985  11,007 
 



  974,887  (653,370) 321,517  338,490 
Cable construction materials 39,069  39,069  33,973 
Land 1,058  1,058  1,065 
Total property and equipment, net US$  1,015,014 US$  (653,370) US$  361,644 US$  373,528
 



8. Related party transactions

The Company engages in financial and commercial transactions with its subsidiaries and investees, with its stockholders and with companies related to its stockholders.

The amounts paid to Net Brasil related to broker commission during the three-month periods ended March 31, 2004 and 2003 were US$ 668 and US$ 512, respectively. The amounts paid to Globosat for programming during the three-month periods ended March 31, 2004 and 2003 were US$ 1,948 and US$ 7,279, respectively.

The Company’s program guide is produced by Editora Globo S.A., a publishing company related to Globo Group. The amounts paid to Editora Globo S.A. during the three-month periods ended March 31, 2004 and 2003 were US$ 1,268 and US$ 1,263, respectively.

The Company enters into various financial transactions with entities affiliated to Banco Bradesco, a related party to Bradesplan Participações S.A. The aggregated amounts paid to entities related to Bradesplan for property insurance, employee health insurance and collection fees during the three-month periods ended March 31, 2004 and 2003 were US$ 811 and US$ 653, respectively.

The Company obtains programming from Net Brasil S.A., which in turn acquires such programming from Globosat Comunicações S.A., a company related to Globo Group and from non-related parties pursuant to a distribution agreement. As part of the programming agreement with Net Brasil, the Company has exclusivity rights in the distribution of Globosat programming to its franchising areas, with the exception of Net Sat Serviços Ltda (Sky), the Globo Group arm that distributes video content through its DBS systems.

During 2003, the Company renegotiated the terms of a portion of its programming agreements. According to the new terms of the executed programming agreements, certain programming costs became re-denominated into Brazilian reais. In addition, the Company was granted a reduction of the outstanding programming liabilities of approximately US$ 2,750 , which have been reclassified as deferred programming benefits to be amortized as a reduction of the future programming costs, over the new term of the agreements, ranging from 36 to 48 months, and/or to reduce marketing costs, depending on certain specific events.

As part of the renegotiation of the programming costs, it is agreed that the unpaid amounts related to the year ended December 31, 2002 will be paid, within 18 to 24 monthly installments, as from January 2004. The non-current portion of accounts payable to programmers matures in 2005. These future payments are adjusted based on the IGPM domestic inflation index and guaranteed by promissory notes.

The ongoing negotiations with programmers involving overdue amounts denominated in U.S. dollars of US$ 34,725 classified as current are expected to be concluded during 2004.

The amounts due to programmers are comprised as follows:

  March, 31 2004 December 31, 2003
 

  Current Non-current Current Non-current
 



Related companies:
Net Brasil S.A. US$  49,781  US$  8,544  US$  47,715  US$  9,147 
Globosat Programadora Ltda. 2,873  1,736  3,389  2,268 
TV Globo Ltda. 639  479  626  626 
USA Programadora Ltda. 385  289  377  377 
Canal Brazil S.A. 279  209  273  273 
Canal Rural Produções Ltda. 51  38  110  110 
RBS Empresa de TVA Ltda. 112 84 49 50
 



  54,120 11,379 52,539 12,851
 



Third parties:
Fox Latin America Channels do
Brasil Ltda. 2,396  1,797  2,346  2,346 
MTV Networks Latin America 920  184  666  330 
Columbia Tristar Films of Brazil,
Inc. 358  268  350  350 
Playboy TV Latin America, LLC 176  133  174  174 
 



  3,850  2,382  3,536  3,200 
 



  US$  57,970  US$  13,761  US$  56,075  US$  16,051 
 



9. Debt

The debt consisted of:

  March 31, December 31,
  2004 2003
 

U.S. dollar denominated debt:
(i)  Multicanal Senior Guarannteed Notes US$  97,692  US$  97,692 
(ii)  Net Sul Floating Rate Notes  72,300  72,300 
(iii)  Trade Financing Loans 17,910  17,910 
(iv)  Working Capital Loans  7,000  7,000 
(v)  Facilities from the International Finance Corporation - IFC 11,681 11,681 
 

  206,583 206,583
Brazilian R$ denominated debt:
(vi)  Non-Convertible 67,091  67,541 
(vii)  Working Capital Loans 60,073  60,476 
(viii)  Convertible Debentures with interest due annually at na annual
interest rate of 12% over the indexation at the IGPM domestic index 15,267  14,939 
Other 412  393 
 

  142,843  143,349 
 

Short-term debt US$  349,426  349,932 
 

The various annual base rates used to determine the interest rate of the Company’s debt at March 31, 2004 and December 31, 2003, follows:

  March 31, December 31,
  2004  2003 
 

LIBOR 1.35% 1.48%
TJLP 10.00% 11.50%
CDI 21.02% 23.21%
IGPM 5.08% 8.71%

Since the announcement of the Company ongoing debt restructuring process, as more fully described in Note 1, no payments of principal and interest have been made.

The main terms and conditions of the Company’s debt agreement are disclosed in the notes to the audited consolidated financial statements as of December 31, 2003 and remain unchanged.

The amount of US$ 69,005 (US$ 64,602 as of December 31, 2003) related to interest payable over the Multicanal Senior Guaranteed Notes, Net Sul Floating Rate Note, Facilities from the International Finance Corporation-IFC, and non-convertible and convertible Debentures was not paid.

10. Stockholder’s equity

Capital stock can be increased up to the limit of R$ 5,000,000.

Preferred stock is non-voting and participates with a 10% premium over common stock in the distribution of earnings; however, it is entitled to right of first refusal on liquidation in the event of dissolution of the Company. Stockholders are entitled by Brazilian law to a minimum dividend, payable in Brazilian reais, equivalent to 25% of local currency net income calculated in accordance with Brazilian Corporation Law. At March 31, 2004, the Company’s local currency financial statements presented an accumulated deficit of US$ 26,740.

In 2003, as approved by the Company’s Board of Directors, a group of the Company’s top executives directly involved with the debt renegotiation process was granted stock-options corresponding to approximately 3 million shares in December 2003 and March 2004. The exercise price of the stock-option is the same price that will be agreed with creditors in connection with the potential conversion of debt into equity. The exercise period is two years as from the date that the Company obtained a signed agreement with the creditors in connection with the debt restructuring process. The Company has elected to follow Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” and FASB Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation” in accounting for its employee stock options plans.

11. Commitments and contingencies

Taxes and contributions, determined and withheld by the Company and its subsidiaries, as well as their tax, and corporate records and tax returns, are subject to examination by tax authorities during different expiration periods, pursuant to applicable legislation.

The Company and its subsidiaries are party to certain legal proceedings involving tax, labor, civil and other claims, arising in the ordinary course of business.

The reserves for contingent liabilities are summarized below:

  March 31, December 31,
  2004  2003 
 

Tax related matters US$  156,315  US$  153,042 
Labor related claims 10,086  10,116 
Civil related claims 5,497  5,694 
 

Total US$  171,898  US$  168,852 
 

In connection with some of these proceedings, the Company was required to place deposits with the related judicial court. These judicial deposits will only be released upon a favorable final court decision. The aggregate amount of deposits made with related judicial court is US$ 24,717 (December 31, 2003 -US$ 23,751), which is available to offset payments required under ultimate unfavorable court decisions.

While it is impossible to determine with certainty the ultimate outcome of these matters, management has established reserves when it can reasonably estimate probable losses based on its analysis of the pending disputes and on the opinion of its legal counsel.

 


 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 20, 2004

 
NET SERVIÇOS DE COMUNICAÇÃO S.A.
By:
/S/  Leonardo Porciúncula Gomes Pereira

 
Leonardo Porciúncula Gomes Pereira
Chief Financial Officer
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.