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and Subsidiaries
Consolidated and individual interim financial information for the three and six-month periods ended June 30, 2013
KPDS 66661
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Contents
Report on review of interim financial information Balance sheets Statements of income Statements of comprehensive income Statements of changes in equity Statements of cash flows Statements of value added Notes to the individual and consolidated interim financial information for the three and six month periods ended June 30, 2013 3 5 6 7 8 9 10
11
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(R1) and IAS 34 applicable to the preparation of Interim Financial Information and presented in accordance with the standards issued by the CVM. Other matters
KPMG Auditores Independentes CRC 2SP014428/O-6 Original report in Portuguese signed by Cludio Roglio Sertrio Accountant CRC 1SP212059/O-0
Company (BR GAAP) ASSETS Current Assets Cash and cash equivalents Trade accounts receivable Trade receivables from subsidiaries and joint ventures Advanced and recoverable taxes Prepaid expenses Other receivables Total current assets Noncurrent Assets Deferred income tax and social contribution Escrow deposits Other receivables Investments Property and equipment Intangible assets: Goodwill on acquisition of investments Other intangible assets Total noncurrent assets Note 06/30/2013 12/31/2012
Consolidated (IFRS and BR GAAP) 06/30/2013 12/31/2012 LIABILITIES AND EQUITY Current Liabilities Payables to merchants Borrowings and financing Trade accounts payable Taxes payable Payables to subsidiaries and joint ventures Dividends payable Other payables Total current liabilities Note
4 5 22
12 13 14 15 22 18.g) 16
6 17 7 8
Noncurrent Liabilities Borrowings and financing Provision for risks Deferred income tax and social contribution Other payables Total noncurrent liabilities
13 17 6 16
9 10
EQUITY Capital Capital reserve Treasury shares Comprehensive income (loss) Earnings reserves Attributed to shareholders of Cielo S.A. Shareholders other than Cielo S.A. Total equity
Total Assets
9,717,232
8,449,472
11,511,037
10,027,508
9,717,232
8,449,472
11,511,037
10,027,508
Company (BR GAAP) Note Net Revenue Cost of Services Gross Profit Operating Income (Expenses) Personnel General and administrative Sales and marketing Equity in subsidiaries Other operating expenses, net Operating Income Finance Income (Expenses) Finance income Financial expenses Revenues from advanced receivables Adjustments to present value Exchange rate changes, net 20 21 Three month period 06/30/2013 06/30/2012 1,360,695 (412,148) 948,547 1,205,691 (358,938) 846,753 Six month period 06/30/2013 06/30/2012 2,681,211 (789,482) 1,891,729 2,374,332 (711,158) 1,663,174
Consolidated (IFRS and BR GAAP) Three month period Six month period 06/30/2013 06/30/2012 06/30/2013 06/30/2012 1,604,526 (609,902) 994,624 1,245,051 (395,833) 849,218 3,151,060 (1,173,905) 1,977,155 2,449,378 (781,376) 1,668,002
21 21 21 7 21 e 29
28 28 28 28 28
Operating Income Before Income Tax And Social Contribution Income Tax and Social Contribution Current Deferred Net Profit for the Year Attributed to Shareholders of Cielo S.A. Shareholders other than Cielo S.A.
939,025
813,953
1,904,532
1,684,159
945,769
818,024
1,911,808
1,691,548
23 23
Basic Earnings per Share (in R$) - Basic Basic Earnings per Share (in R$) - Diluted
19.b) 19.b)
0.79533 0.79484
0.69985 0.69889
1.61311 1.61223
1.42252 1.42089
0.79533 0.79484
0.69985 0.69889
1.61311 1.61223
1.42252 1.42089
Company (BR GAAP) Three month period 06/30/2013 06/30/2012 NET PROFIT FOR PERIODS Comprehensive income periods Exchange differences in the conversion of foreign transactions Exchange differences of foreign transactions Gains and losses from hedge instruments (bonds) on foreign transactions, net of taxes Total comprehensive income for periods TOTAL COMPREHENSIVE INCOME FOR PERIODS ATTRIBUTED TO Shareholders of Cielo S.A. Shareholders other than Cielo S.A. 623,345 548,854 Six month period 06/30/2013 06/30/2012 1,264,211 1,115,447
Consolidated (IFRS and BR GAAP) Three month period Six month period 06/30/2013 06/30/2012 06/30/2013 06/30/2012 624,166 550,598 1,267,202 1,118,298
548,854
1,115,447
550,598
1,118,298
623,639 821
548,854 1,744
1,264,570 2,991
1,115,447 2,851
Attributed to controlling interest Earnings reserves Additional Proposed Dividends 346,760 (346,760) Total Controlling Interest 1,409,593 (346,760) (5,800) 5,234 16,933 1,115,447 (31,244) 2,163,403 Noncontrolling Interest Total Equity
Note
Capital
Comprehensive Income -
Balances as of December 31, 2011 Dividends paid in addition to the minimum mandatory dividends in 2011 Capital increase Acquisition of treasury shares Stock options granted Sale of treasury shares under the stock option plan Net profit for the six months period Allocation of net income Legal Reserve Interest on capital Effect from other shareholders other than Cielo S.A. on consolidated entities Balance as of June 30, 2012
Balances as of December 31, 2012 Dividends paid in addition to the minimum mandatory dividends in 2012 Capital increase Acquisition of treasury shares Stock options granted Sale of treasury shares under the stock option plan Net profit for the six month period Allocation of net income Legal reserve Proposed interest on capital Mandatory minimum dividends Effect from other shareholders other than Cielo S.A. on consolidated entities Total comprehensive income: Exchange differences in the conversion of foreign transactions Exchange rate changes on net foreign investments Gains and losses from hedge instruments (bonds) on foreign transactions, net of taxes Balance as of June 30, 2013
500,000 500,000 -
99,951 7,083 -
100,000 63,210 -
1,152,250 (500,000) - -
443,403 (443,403) - -
4,979 -
2,277,173 (443,403) (42,554) 7,083 5,173 1,264,211 (49,400) (558,510) 53,743 (53,384) 2,460,132
1,000,000
107,034
(60,791)
163,210
652,250
593,091
7,969
Note Cash flow from operating activities Income before income tax and social contribution Adjustments to reconcile income before income tax and social contribution to net cash provided by operating activities: Depreciation and amortization Recognition (reversal) of provision for losses on property and equipment and intangible assets Residual cost of property and equipment and intangible assets written off or sold Stock option plan Losses on leased equipment Provision for risks tax, civil, labor Adjustment to present value of trade accounts receivable Interest of shareholders other than Cielo S.A. Exchange change rate on loans and interest on loans raised abroad Interest on borrowings and financing Impairment of goodwill Equity in subsidiaries Increase (decrease) in operating assets: Trade accounts receivable Trade receivables from subsidiaries Advanced and recoverable taxes Other receivables (current and noncurrent) Escrow deposits Advanced expenses Increase (decrease) in operating liabilities: Payables to merchants Trade accounts payable Taxes and contributions Payables to subsidiaries Other payables (current and noncurrent) Payment of tax, civil and labor lawsuits Cash from operations Interest paid Income tax and social contribution Net cash provided by operating activities Cash Flow From Investing Activities Capital increase in subsidiaries and joint ventures Receiving concerning the negotiation of the purchase price Braspag Receipt of compensation paid by sellers of Me-S Dividends from subsidiaries Addition POS, net borrowings FINAME Additions to property and equipment and intangible assets, excluding acquisitions POS Net cash used in investing activities Cash Flow From Financing Activities Acquisition of treasury shares Sale of treasury shares under the stock option plan Borrowings FINAME, net acquisition POS Payment of principal Dividends and interest on capital Net cash provided by (used in) financing activities Effect from exchange rate changes on cash and cash equivalents of foreign subsidiary Increase (decrease) in Cash and Cash Equivalents Cash And Cash Equivalents Closing balance Opening balance Increase (decrease) in Cash and Cash Equivalents
Company (BR GAAP) Three month period Six month period 06/30/2013 06/30/2012 06/30/2013 06/30/2012
Consolidated (IFRS and BR GAAP) Three month period Six month period 06/30/2013 06/30/2012 06/30/2013 06/30/2012
939,025
813,953
1,904,532
1,684,159
945,769
818,024
1,911,808
1,691,548
8 e 10 8 e 10
17 5
13 9 7
77,011 533 6,268 3,169 7,820 46,698 22,190 (1,154) 15,953 30,479 (790)
152,744 640 10,930 7,083 21,625 100,242 24,563 (549) 32,180 30,479 (5,524)
99,978 533 6,660 3,169 7,298 48,800 22,190 5,161 (1,154) 22,686 30,479 (407)
75,040 (269) 2,256 3,410 11,324 54,575 3,360 (1,744) 5,680 (216)
193,517 640 11,541 7,083 21,625 102,736 24,563 2,991 (549) 46,677 30,479 879
148,045 120 10,264 5,234 17,348 86,084 14,751 (2,851) 9,642 120
17
17
345,446 (23,731) 7,409 (582) 17,013 (935) 353,116 (22,906) (257,967) 72,243
(194,486) 43,842 2,747 1,149 13,573 (2,303) 198,016 (4,923) (216,903) (23,810)
864,639 (23,390) (2,539) (174) (4,557) (2,388) 1,836,665 (31,270) (867,821) 937,574
157,252 48,046 (7,036) (16) (40,690) (2,314) 1,322,130 (8,120) (707,272) 606,738
424,162 (20,565) 9,736 (1,265) 26,780 (1,550) 409,576 (38,198) (267,540) 103,838
13
7 9 9 7 8 e 13
(4,786) (4,786)
4 4
(19,744) (19,744)
12,528 12,528
9,594 9,594
15,009 15,009
Company (BR GAAP) Three month period Six month period 06/30/2013 06/30/2012 06/30/2013 06/30/2012
Consolidated (IFRS and BR GAAP) Three month period Six month period 06/30/2013 06/30/2012 06/30/2013 06/30/2012
20
Inputs from third parties Cost of services Materials, electric energy, outside services and others Other payables, net Gain (loss) on realization of assets
Gross value added Retentions Depreciation and amortization Wealth created, net Wealth received in transfer Equity in subsidiaries Noncontrolling interest Finance income, including exchange rate changes and advanced receivables, net
1,042,248
8 e 10
(77,011) 965,237
(72,497) 817,473
(152,744) 1,939,112
(142,924) 1,689,484
(99,978) 1,020,794
(75,040) 859,405
(193,517) 2,048,133
(148,045) 1,769,252
28
Total wealth for distribution Distribution of wealth Personnel and related taxes Profit-sharing Taxes and contributions Accrued interest and leasing Mandatory minimum dividends Proposed interest on capital Earnings retention Wealth distributed
1,216,234
26
18.g) 18.g)
10
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Notes to the individual and consolidated interim financial information for the three and six month periods ended June 30, 2013
(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)
General information
Cielo S.A. (the Company or Cielo) was established on November 23, 1995 in Brazil, and is primarily engaged in providing services related to credit and debit cards and other payment methods, as well as providing related services, such as signing up of merchants and service providers, rental, installation and maintenance of Point of Sales - POS equipment, and data capture and processing of electronic and manual transactions. Cielo is a corporation headquartered in Barueri, State of So Paulo, whose shares are traded on BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros, under ticker symbol CIEL3, and its subsidiaries comprise Banco do Brasil and Bradesco conglomerates. The operations of the Companys direct subsidiaries, indirect subsidiaries and joint ventures are as follows.
Direct subsidiaries
Servinet Servios Ltda. (Servinet) - engaged in the provision of maintenance and contacts with merchants and service providers for acceptance of credit and debit cards and other payment methods; development of related activities in the service segment that are of interest to Servinet; and holding investments in other companies as partner or shareholder. Servrede Servios S.A. (Servrede) and CieloPar Participaes Ltda. (CieloPar) mainly engaged in holding investments in other companies as partner or shareholder (holdings). In December 2012, these holdings were merged with an into by the then subsidiaries Multidisplay and Braspag, respectively, at carrying amounts and as of November 30, 2012. Cielo USA, Inc. (Cielo USA) - mainly engaged in holding investments in other companies as partner or shareholder (holdings). As of June 30, 2013, this holding company held the control of Me-S. Multidisplay Comrcio and Servios Tecnolgicos S.A. (Multidisplay) - engaged in data transmission services to load fixed or mobile phone credits, the sale of mobile or fixed phone credits, as well as technology, software development and licensing consulting services, product sale, and technology and sales representation services. Braspag Tecnologia em Pagamento Ltda. (Braspag) - engaged in software development; automated transaction processing; IT services for collection and management of trade accounts payable and receivable using the Internet.
11
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Indirect subsidiaries
M4 Produtos e Servios S.A. (M4 Produtos) - Multidisplays subsidiary engaged in data transmission services to load fixed or mobile phone, prepaid television, prepaid transportation and similar credits; mobile payment and technology consulting services; and software development and licensing. Merchant e-Solutions, Inc. (Me-S) - Cielo USAs subsidiary engaged in the provision of services related to the facilitation of electronic payments with either credit or debit cards, comprising transaction authorization, financial clearing, and the notification of transactions to merchants. Joint ventures Companhia Brasileira de Gesto de Servios (Orizon), formerly Orizon Brasil Processamento de Informaes de Sade Ltda. - engaged in the provision of consulting and data processing services to medical companies in general; management of back office services for health operators in general; electronic network interconnection services between health operators and medical and hospital service providers (e.g.: hospitals, clinics and laboratories), and other health system agents and drugstores, based on a single technology platform; scanning and process automation services, call center services and other solutions; card reading and nonfinancial transactions routing services; lease or sale of card readers, other computer-based equipment and systems used for providing its services. Prevsade Comercial de Produtos e de Benefcios de Farmcia Ltda. (Prevsade) Orizons subsidiary engaged in medicine benefit services to corporate customers, healthcare plans, public customers, and large laboratories. Prevsade manages the relationship of its customers employees with drugstores, doctors and the contracting company itself. Precisa Comercializao de Medicamentos Ltda. (Precisa) - Orizons subsidiary engaged in the sale of medicines in general, with focus on health prevention and maintenance, with a scheduled delivery system. Precisa is a drugstore focused on the distribution of medicines to Prevsades customers, especially chronic patients. It is responsible for delivering medicines regularly administered to Prevsades customers with chronicle diseases, such as diabetes, cancer and heart and blood pressure conditions, which allow monitoring the delivery and use of medicines, increasing the treatments effectiveness. Guilher Comrcio, Importao, Exportao e Distribuio de Medicamentos e Teconologia para Sada Ltda. (Guilher) - Orizons subsidiary engages in the import, export, distribution, and marketing of pharmaceuticals and pharmaceutical raw materials, products and equipment technology for health, cosmetics, toiletries, perfumes and food. Paggo Solues e Meios de Pagamento S.A. (Paggo) - engaged in the accreditation of merchants for acceptance of credit and debit cards; the supply and provision of solutions and electronic means for transaction capture and processing arising from the use of credit and debit cards; and the management of payables to and receivables from the network of authorized merchants, through the capture, transmission, data processing and settlement of electronic transactions with credit and debit cards for mobile payments. Cielo and its subsidiaries are also referred to as Group throughout this report.
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Corporate restructuring
In 2012, the Group implemented a corporate restructuring process to simplify its operating structure:
a.
b.
c.
d.
e.
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Calculated the depreciation of equipment acquired based on the fair values arising from the initial recognition of the business combination. Determined the borrowing costs as if such borrowing had been raised on January 1, 2012. Calculated the amortization of the related items to the allocation of goodwill arising on the acquisition as if the allocation was made on January 1, 2012.
2
2.1
2.2
Basis of preparation
The financial interim financial information have been prepared based on the historical cost, except if otherwise stated. The historical cost is generally based on the fair value of the consideration paid in exchange for assets.
2.3
14
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
date. Exchange rate changes on monetary items are recognized in net profit or loss for the year in which they occur, except for those arising from foreign currency hedge transactions against risks of changes in foreign exchange rate (investment hedge). Management determined that the functional currency of its foreign subsidiaries is the US dollar. In Cielo USA, the main factor to determine the functional currency was the raising of US dollardenominated loans for the acquisition of control of Me-S. These loans will be fully settled using the cash from foreign transactions. In addition, with respect to Me-S, the services provided and cash flows are fully stated in US dollars. For purposes of presentation of the consolidated interim financial information, the assets and liabilities of subsidiaries Cielo USA and Me-S (based in the USA), originally denominated in US dollars, were translated into Brazilian reais at the exchange rates prevailing at each yearend. Profits or losses were translated at the average monthly exchange rates for the year. Exchange rate changes resulting from such translations were classified in comprehensive income and accumulated in equity. The goodwill and adjustments to the fair value of identifiable assets acquired and liabilities assumed arising from the acquisition of a foreign subsidiary are recognized as assets and liabilities and translated based on the exchange rate at the end of the reporting period. Exchange differences are recognized in equity. When a foreign transaction is written off (e.g.: disposal of interest, transfer of control of an investee or jointly-controlled entity, or loss of significant influence over an associate, whenever there are foreign transactions), the amount of the accumulated exchange rate change relating to such transaction recorded in the Groups equity is reclassified to profit or loss for the year .
2.4
2.5
a.
b.
c.
d.
15
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
e.
Settlement payables - correspond to the balances due to customers for processed transactions that have not yet been paid. Me-S pays merchants the amounts received from card association members on the business day subsequent to the day the transaction is captured. Merchant deposits - Me-S maintains funds as a security deposit to hedge against of the risk of a client going bankrupt and being unable to pay for the services provided. The amount withhold from each client is based on the risk factors associated to the client, which include, among others, the type of business and the volume of completed transactions.
f.
2.6
2.7
16
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
The ability to demonstrate how the intangible asset will generate probable future economic benefits. The availability of appropriate technical, financial and other resources to complete the development of the intangible asset to use it or sell it. The ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount originally recorded of internally generated intangible assets corresponds to the sum up of the costs incurred since the asset started to meet the recognition criteria previously mentioned. If no internally generated intangible asset may be recognized, the development costs are recognized in profit or loss when incurred. After initial recognition, internally generated intangible assets are stated at cost, less accumulated amortization and impairment losses, similarly to intangible assets acquired separately.
2.8
2.9
Business combinations
In the consolidated interim financial information, business combinations are stated under the
17
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
acquisition method. The consideration transferred in a business combination is measured at fair value. Acquisition-related costs have been recognized in profit or loss, when incurred. The identifiable assets acquired and liabilities assumed are recognized at fair value on the acquisition date. Goodwill is measured based on the exceeding amount arising from the sum up of the amount transferred, the noncontrolling interest in the acquire and the fair value of the acquirers interest previously held in the acquire on the net amounts on the date of acquisition of the identifiable assets acquired and liabilities assumed. The noncontrolling interests that correspond to current interests and entitle their holders to a proportional portion of the entitys net assets in case of liquidation are measured based on the proportional stake of the noncontrolling interests in the acquirees identifiable net asset amounts recognized.
2.10
Goodwill
Goodwill arising from a business combination is stated at cost on the date of the business combination, net of accumulated impairment loss, if any. For impairment test purposes, goodwill is allocated to each one of the cash-generating units of the Company that benefit from the business combination synergies. The cash-generating units to which goodwill was allocated are tested for impairment annually or more frequently, when there is any indication of impairment. If the recoverable amount of a cash-generating unit is lower than its carrying amount, the impairment loss is first allocated to reduce the carrying amount of any goodwill allocated to the unit, and subsequently to the other assets of the cash-generating unit, proportionally to the carrying amount of each of its assets. Any goodwill impairment loss is directly recognized in profit or loss. Impairment losses are not reversed in subsequent periods. When the related cash-generating unit is sold, the amount corresponding to the goodwill is included in the calculation of the gains or losses on the sale.
2.11
18
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
and loss and other comprehensive income of the subsidiary. In the Companys consolidated interim financial information, the components of assets and liabilities and income and expenses of subsidiaries (direct and indirect) are added to the positions fully consolidated accounting of the participation of non-controlling shareholders is determined by applying the percentage of their participation on the subsidiarys equity. Joint Ventures that are entities over which control is carried out jointly by de Company and one or more partners. In individual and consolidated interim financial information, investments in joint ventures are recognized under equity method, from the date that the control is acquired. The Company has investments in foreign subsidiaries whose interim financial information were originally prepared in accordance with accounting practices adopted in the United States of America (US GAAP). No adjustments are made to the foreign subsidiaries financial statements because there are no material differences as compared to the accounting practices adopted in Brazil and IFRSs.
2.12
Current taxes
The provision for the Companys income tax and social contribution is calculated based on the taxable income for the year. Income tax was calculated at the rate of 15%, plus a 10% surtax on annual taxable income exceeding R$240. Social contribution was calculated at the rate of 9% on adjusted net income. Taxable income differs from the profit reported in the statement of income because it excludes income or expenses that are taxable or deductible in other years, and permanently excludes nontaxable or nondeductible items. The provision for income tax and social contribution is calculated individually (by Groups company) based on the statutory rates prevailing at period end.
Deferred taxes
Deferred income tax and social contribution are recognized on the differences between assets and liabilities recognized for tax purposes and related amounts recognized in the consolidated interim financial information; however, they are not recognized if generated in the first-time recording of assets and liabilities in transactions that do not affect the tax bases, except in business combinations. Deferred income tax and social contribution are determined based on the tax rates and laws in effect at the period end of interim financial information and applicable when the respective income tax and social contribution are paid. Deferred tax assets or liabilities are not recognized on temporary differences resulting from goodwill or the initial recognition of other assets and liabilities in a transaction that neither affects taxable income nor book income (except for business combinations). Deferred income tax and social contribution assets are recognized only to the extent that it is probable that there will be a positive tax base for which temporary differences can be used and tax loss carryforwards can be offset. The recovery of deferred tax assets is reviewed at the end of each reporting period and when it is no longer probable that future taxable income will be available to allow the recovery of all or part of the assets, these are adjusted to their expected recoverable amount.
19
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Deferred tax assets and liabilities are measured at the rates applicable in the period in which the liability or asset is expected to be settled or realized, according to the tax legislation prevailing at the end of each reporting period or to a new legislation, when this has been substantially approved. The deferred tax assets and liabilities are measured to reflect the tax implication that would arise from the way in which the Group expects, at the end of each reporting period, to recover or settle the carrying amount of these assets and liabilities. Current and deferred taxes are recognized in profit or loss, except when they correspond to items recorded in Comprehensive income, or directly in equity. In these cases, current and deferred taxes are recognized in Comprehensive income, in equity. When current and deferred taxes result from the initial recognition of a business combination, the tax effect is accounted for on the recognition of a business combination.
2.13
Employees benefits s
The Company and its subsidiaries are co-sponsors of a defined contribution pension plan. Contributions are made based on a percentage of the employees compensation. Payments to defined contribution plans are recognized as expense when the services they entitle to are provided. Additionally, the Company has a Corporate Education Program whose objective is to reach learning, ensuring mapping and dissemination of key knowledge through practical and educational activities that encourage the creation, acquisition, dissemination, use and sharing of knowledge, focus to business results. The Company's development activities focused on all employees such as, leadership development, e-learning, training contract, on-demand training, continuing education and languages. Additionally, the Company offers its employees other benefits such as health insurance, dental care, life insurance and personal accident. Costs related actions described are recognized in income when incurred.
2.14 a.
Acquired principally for the purpose of selling it in the near term. Part of a portfolio of identified financial instruments that are jointly managed and for which there is evidence of a recent actual pattern of short-term profit-taking.
20
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
A derivative that is not a designated and effective hedging instrument in hedge accounting. A financial asset that is not held for trading can be designated at fair value through profit or loss upon initial recognition when: This designation eliminates or significantly reduces an inconsistency that might arise upon measurement or recognition. It is part of a managed group of financial assets or liabilities, or both, and its performance is evaluated based on fair value according to the risk management or investment strategy documented by the Company and the respective information is internally provided on the same basis. It is part of a contract containing one or more embedded derivatives, and technical pronouncement CPC 38 and rule IAS 39 - Financial Instruments: Recognition and Measurement permits that the combined contract as a whole (assets or liabilities) be designated at fair value through profit or loss. Financial assets at fair value through profit or loss are measured at fair value, with any gains or losses recognized in profit or loss for the year. Net gains or losses recognized in profit or loss include dividends or interest earned by the financial asset.
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
other premiums or discounts) through the expected life of the financial asset or, when appropriate, over a shorter period.
b.
Financial liabilities
Financial liabilities are classified as follows: (i) at fair value through profit or loss; or (ii) as other financial liabilities. Financial liabilities at fair value through profit or loss This category includes financial liabilities held for trading or measured at fair value through profit or loss. A financial liability is classified as held for trading if it is:
Incurred principally for the purpose of repurchasing it in the near term. Part of a portfolio of identified financial instruments that are jointly managed and for which there is evidence of a recent actual pattern of short-term profit-taking. A derivative that is not designated as an effective hedging instrument. Financial liabilities that are not held for trading can be designated at fair value through profit or loss upon initial recognition when: This designation eliminates or significantly reduces an inconsistency that might arise upon measurement or recognition. They are part of a managed group of financial assets or liabilities, or both, whose performance is valued based on fair value, in accordance with the Companys documented risk management or investment strategy, and whose related information is provided internally on the same basis. They are part of a contract containing one or more embedded derivatives, and IAS 39 permits that the combined contract as a whole (assets or liabilities) is designated at fair value through profit or loss. Financial liabilities at fair value through profit or loss are stated at fair value, with any gains and losses recognized in profit or loss. Net gains or losses recognized in profit or loss comprise any interest paid on financial liabilities.
2.15
Derivatives
In the period from August 23, 2012 to November 16, 2012 the Company entered into Nondeliverable Forward - NDF derivative transactions to manage its exposure to currency
22
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
fluctuations in foreign investments. The Company used derivatives until raising third-party funds by issuing foreign currency-denominated bonds on November 16, 2012. The gains and losses on derivatives, net of taxes, are recognized in Comprehensive income in equity, and will be reclassified to profit or loss upon the sale of the foreign investments. There are no outstanding derivatives in the individual and consolidated interim financial information for the period ended June 30, 2013.
2.16
Hedge accounting
In the period from August 23 to November 16, 2012, the Group designated NDF transactions, a hedge instrument for currency risks, as hedge of net investments in foreign transactions. On November 16, 2012, the Group designated the fundraising of third-party funds by issuing bonds, a hedge instrument for foreign currency-related risks, as hedge of net investments in foreign transactions. On the dates the derivative was contracted and the funds related to the bond issue were raised, the Company documented the relationship between the hedging instrument and the hedged asset, including the description of its goals and risk management strategies. Additionally, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument that is used in a hedge relationship is highly effective in offsetting changes in the fair value. For hedges of net investments in foreign transactions, the gains or losses on the effective portion of the hedging instrument are recorded in Comprehensive income and accumulated in line item Hedge of net investment in foreign transactions, in the case of the NDF designation, and in line item Exchange differences arising on translation foreign loans, in the case of the foreign fundraising (bonds) designation. Any gains or losses on the ineffective portion, if any, are immediately recorded in profit or loss for the period. Any hedge gains and losses related to the accumulated effective portion in the reserve for translation of foreign currency are reclassified to profit or loss for the period when the foreign investment is sold. The Company projects the need to renew or contract new transactions to replace in case the derivative instrument expires before the hedged item.
2.17
Revenue recognition
Revenue is measured at the fair value of the amount received or receivable, less estimated returns, commercial discounts and/or bonuses granted and other similar deductions. Revenues from credit and debit card transactions are recognized when transactions are processed. Revenues from credit card transactions payable in installments are recognized in profit or loss when each installment is processed. Revenues from services to associates and merchants are recognized when the service is provided. The income from the dividends of investments is recognized when the shareholders right to receive these dividends is established (provided that it is probable that the future economic benefits will flow to the Group and the amount may be measured reliably).
23
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Interest income is recognized when it is probable that the future economic benefits will flow to the Group and the amount may be measured reliably. The interest income is recognized under the straight-line method based on the time and the effective interest rate on the outstanding principal. The effective interest rate is the rate that discounts the estimated future cash receipts during the estimated useful life of the financial assets in relation to the initial net carrying amount of this asset. Revenues from the prepayment of receivables to merchants are recognized on a pro rata basis through their maturities. In the case of Me-S, in the context of its agreements with the banks, it assumes liabilities of the acquiring bank and is, therefore, accountable for the interchange rates. In addition, the bank receives market rates for its services and, therefore, is not exposed to the agreements risks and rewards. Additionally, there are factors such as the portability of the contracts with merchants and the fact that Me-S has a direct interaction with its clients, on a daily basis, and it holds the transactions credit risk. As a result, Me-S is the main debtor and recognizes revenue based on its gross amount and the interchange is recognized as cost of services.
2.18
2.19
24
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
For corporate and accounting purposes, interest on capital is stated as allocation of profit or loss directly in equity.
2.20
Share-based compensation
The Company offers a stock option plan to its officers and executives, and the officers and executives of its subsidiary Servinet. Options are priced at fair value on the grant date of the plans and are recognized on a straight-line basis in profit or loss as a contra entry to equity. At the end of each reporting period, the Company reviews its estimates of the number of vested options based on the plans terms and conditions and recognizes the impact of the revision of initial estimates, if any, in the statement of income, as a contra entry to equity.
2.21
Use of estimates
The preparation of individual and consolidated interim financial information requires the Companys and its subsidiaries Management to make estimates that affect certain assets and liabilities, disclosure of contingent liabilities and the reported amounts of revenues and expenses for the year. Significant assets and liabilities subject to these estimates include the residual value of property and equipment and intangible assets, allowance for doubtful accounts (on trade accounts receivable from lease of POS equipment), deferred income tax and social contribution assets, appreciation of derivative financial instruments, impairment of goodwill and provision for risks. Actual results could differ from those estimates. The Company and its subsidiaries review estimates and assumptions annually.
2.22
2.23
New and revised standards and interpretations issued and not yet adopted
The Group did not adopt the new and revised IFRSs already issued but not yet adopted below: Effective for annual periods beginning on or after January 1, 2014:
Amendments to IAS 32 - Offsetting of Financial Assets and Liabilities - outline the classification of certain rights denominated in foreign currency as equity instruments or financial liabilities.
25
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Effective for annual periods beginning on or after January 1, 2015: IFRS 9 - Financial Instruments - introduces new requirements for classification, measurement and write-off of financial assets and liabilities. CPC had not yet issued certain pronouncements equivalent to IFRSs that became or would become effective on or after June 30, 2013. However, due to CPCs commitment to keep the set of standards issued by IASB up-to-date, these pronouncements and/or amendments issued by IASB are expected to be approved by the time their adoption becomes mandatory.
2.24
Reclassifications
The statements of income and cash flows for three and six month period ended June 30, 2013, presented for comparison purposes, were reclassified in order to reflect the tax incentive expenses related to donations and cultural and artistic activities in line item Income tax expenses - current as described in note 23.
26
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
classified as "joint ventures" and recorded under the equity method, resulting in having to record proportionate interest in the net assets of the Group, the companies income and comprehensive income in a single account presented in the consolidated interim financial information and the consolidated interim income statements and comprehensive income as "investment" and equity", respectively. The Company prepared its opening balance sheet, considering the application of these new standards on December 31, 2011. Additionally, there were prepared the consolidated interim financial information regarding the statements of income and cash flows for the three and six month periods ended June 30, 2013.
Assets:
Income: Net Revenues Gross Profit Operating income Operating income before income tax and social contribution Net profit for period
27
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Income statement for the period April 1, 2012 to June 30, 2012
Consolidated (IFRS and BR GAAP) Effects of reclassification Rouanet Law (Note 2.24) (4,000) (4,000) -
Income: Net revenues Gross Profit Operating income Operating income before income tax and social contribution Net profit for period
04/01/2012 to 06/30/2012 Effects of joint (Published) ventures (*) 1,261,088 853,400 633,548 (16,037) (4,182) (149) (600) -
822,624 550,598
(*)
Effect of proportional consolidation of "Joint ventures" Paggo, Orizon, Prevsade and Precisa adjusted for comparison purposes with the consolidated financial statements of December 31, 2012 and the consolidated interim financial information for the six month period ended June 30 2012 and for the quarter ended June 30, 2012.
Statements of Cash Flows for the semester ended June 30, 2012
Consolidated (IFRS and BR GAAP) 06/30/2012 (Published) 613,554 (12,680) (592,535) 8,339 Effects of joint ventures (*) (5,751) 1,975 (3,776) 06/30/2012 (Reasted) 607,803 (10,705) (592,535) 4,563
Income: Cash Flow from Operating Activities Cash Flow from Investing Activities Cash Flow from Financing Activities Increase(decrease) in Cash and Cash Equivalents
Statements of Cash Flows for the period April 1, 2012 to June 30, 2012
Consolidated (IFRS and BR GAAP) 04/01/2012 to 06/30/2012 (Published) (19,611) (5,307) 41,756 16,838 04/01/2012 to 06/30/2012 (Reasted) (21,961) (4,786) 41,756 15,009
Income: Cash Flow from Operating Activities Cash Flow from Investing Activities Cash Flow from Financing Activities Increase(decrease) in Cash and Cash Equivalents
28
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
3.1
50.10 100.00
50.10 100.00
50.10 100.00
50.10 100.00
The balances of assets and liabilities of direct and indirect subsidiaries as of June 30, 2013 and December 31, 2012, and the main statement of income line items for six month periods ended are as follows:
06/30/2013 M4 Produtos Cielo USA
Servinet Assets: Current assets Noncurrent assets Total assets Liabilities and equity: Current liabilities Noncurrent liabilities Equity Total liabilities and equity
Multidisplay
Braspag
Me-S
Servinet Assets: Current assets Noncurrent assets Total assets Liabilities and equity: Current liabilities Noncurrent liabilities Equity Total liabilities and equity
Multidisplay
Braspag
Me-S
Cielo USA
29
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
06/30/2013 M4 Produtos
Servinet Multidisplay Profit or loss: Net revenue Gross profit (loss) Operating profit (loss) before finance income (expenses) Profit (loss) before income tax and social contribution Profit (loss) for the six month period
Braspag
Me-S
Cielo USA
Servinet Multidisplay Profit or loss: Net revenue Gross profit (loss) Operating profit (loss) before finance income (expenses) Profit (loss) before income tax and social contribution Profit (loss) for the six month period
Braspag Servrede
CieloPar
3.2
Joint ventures
Interests in joint ventures include:
Interest - % Total capital 06/30/2013 Joint ventures: Orizon Prevsade Precisa Guilher Paggo 12/31/2012 Voting capital 06/30/2013 12/31/2012
The joint ventures assets and liabilities as of June 30, 2013 and December 31, 2012, and the main statement of income line items for the six month periods ended June 30, 2013 and 2012:
30
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
06/30/2013 Orizon Assets Current assets Noncurrent assets Total assets Liabilities and equity: Current liabilities Noncurrent liabilities Equity (equity deficiency) Total liabilities and equity Precisa Prevsade Paggo Guilher
109 109
22 87 109
12/31/2012 Orizon Assets: Current assets Noncurrent assets Total assets Liabilities and equity: Current liabilities Noncurrent liabilities Equity (equity deficiency) Total liabilities and equity 67,245 61,234 128,479 Precisa Prevsade 22,406 959 23,365 4,431 319 4,750 Paggo 3,719 502 4,221
06/30/2013 Orizon Income: Net Revenue Gross profit(loss) Operating profit (loss) before finance income (costs) Profit (loss) before income tax and social contribution Profit (loss) for the six month period Precisa Prevsade Paggo Guilher
31
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
06/30/2013 Orizon Profit or loss: Net revenue Gross profit (loss) Operating profit (loss) before finance income (costs) Profit (loss) before income tax and social contribution Profit (loss) for the six month period Precisa Prevsade Paggo
Short-term investments have the following characteristics: (a) As of June 30, 2013, the average yield of debentures subject to repurchase agreements and CDBs was 102.11% (102.61% as of December 31, 2012) of the Interbank Deposit Certificate (CDI) rate. The funds invested abroad (New York - USA) in MMDA earn yield at a fixed rate of 0.25% per year. The balances under line item Cash and banks consist of cash on hand and cash available in bank accounts in Brazil and abroad, derived primarily from deposits made by credit and debit card-issuing banks, in the case of the Company, and by the card association members, in the case of Me-S. Such amounts are used to settle transactions with merchants. These short-term investments are highly liquid and their fair values do not differ materially from their carrying amounts.
(b)
32
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
(a)
The balance corresponds to prepayment of receivables to merchants relating to card transactions that will be received from the issuing banks within up to 360 days after the date receivables are prepaid to merchants. Additionally, as of June 30, 2013, this amount is net of the adjustment to present value relating to the finance income received in advance on the date of release of cash in the amount of R$156,182 (R$131,619 as of December 31, 2012), as it is related to the prepayment of receivables for spot and installment sales with original maturity after the date of the reporting periods. Corresponds to the receivables recognized by subsidiary Me-S. These correspond to the receivables from the card association members for processed financial transactions that were authorized but not yet received by Me-S by the end of the reporting periods. These amounts receivable are usually received on the business day following the transaction capture date. The card association sends to Me-S the amounts due to merchants for processing, net of the interchange fee withheld by the card-issuing banks. Correspond to the interchange fees prepaid by subsidiary Me-S to the merchants during the month. These interchange fees, as well as the commission on the services provided by Me-S, are received at the beginning of the month subsequent to the transaction month. The Company offers card-issuing banks to bank account blocking services upon prior approval from merchants to block any transfer of receivables from such merchants to another bank. For these services, the Company receives a commission, which is paid in the month subsequent to the request of the bank account blocking by the card-issuing banks. Receivables from Companhia Brasileira de Solues e Servios - CBSS arising from the provision of transportation and meal tickets card capture and processing services. Receivables from electronic payment services provided by subsidiaries M4 Produtos and Multidisplay through cell phones and sale of phone credits with credit cards. Refer substantially to receivables from disputes from credit card holders. Chargeback losses for the six month period ended June 30, 2013 total R$ 1,058 (R$373 as of June 30, 2012) . Additionally, the expense of losses chargeback for quarter ended June 30, 2013 is R$ 538 (R$ 345 for de quarter ended June 30, 2012).
(b)
(c)
(d)
33
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
324,331
307,717
Deferred income tax and social contribution arise from temporary differences mainly due to temporarily nondeductible provisions and are recorded in noncurrent assets. Deferred income tax and social contribution reflect the tax effects attributable to temporary differences between the tax base of assets and liabilities and the related carrying amount. Reported amounts are monthly reviewed. (a) Deferred income tax and social contribution are as follows:
Company (BR GAAP) 06/30/2013 Temporary differences: Provision for risks Accrual for sundry expenses Discount to present value of prepayment of receivables Allowance for losses on POS equipment Effect on allocation of subsidiary Multidisplay acquisition price Total 12/31/2012 Consolidated (IFRS and BR GAAP) 06/30/2013 12/31/2012
34
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
(b)
Investments
Company (BR GAAP) 06/30/2013 Subsidiaries Joint ventures Total 751,202 46,599 797,801 12/31/2012 695,064 42,977 738,041 Consolidated (IFRS and BR GAAP) 06/30/2013 46,599 46,599 12/31/2012 42,977 42,977
The primary information about investment amounts and equity income recorded in the Financial Statements of the Parent Company for subsidiaries, indirect subsidiaries and joint ventures entities are shown in the table below.
Adjusted equity (shareholders deficit) 06/30/2013 Subsidiaries: Servinet Servrede (e) Multidisplay (e) CieloPar (d) Braspag (d) Cielo USA Subsidiaries Total Jointly controlled entities: Orizon (a) Paggo (b) Jointly controlled entities Total Total 12/31/2012 Profit (loss) for the semester 06/30/2013 06/30/2012 Equity interest - % 06/30/2013 12/31/2012 Equity in investees for the six month period 06/30/2013 06/30/2012 Investments 06/30/2013 12/31/2012
127,815 277
120,699 (1,138)
7,117 (7,586)
9,439 -
40.95 50.00
40.95 50.00
35
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
The primary information about investment amounts and equity income recorded in the Financial Statements of the parent company for jointly-controlled entities are shown in the table below.
Adjusted equity (shareholders deficit) 06/30/2013 Jointly controlled entities: Orizon (a) Paggo (b) (c) Total 12/31/2012 Profit (loss) for the semester 06/30/2013 06/30/2012 Equity interest - % 06/30/2013 12/31/2012 Equity in investees for the six month period 06/30/2013 06/30/2012 Investments 06/30/2013 12/31/2012
127,815 277
120,699 (1,138)
7,117 (7,586)
9,439 (7,971)
40.95 50.00
40.95 50.00
Key Financial Information concerning the indirect subsidiaries and jointly controlled entities.
Profit (loss) for the six month period ended 06/30/2013 2,002 (551) (64) 5,130 26,037 06/30/2012 634 2,976 5,713 4,997 (7,971) 2,346 -
Equity 06/30/2013 Prevsade Precisa Guilher Multidisplay (e) M4 Produtos Paggo (b) (c) Braspag (d) Me-S 5,057 14,606 87 13,279 237,792 12/31/2012 3,055 15,157 14,549 187,069
Equity interest - % 06/30/2013 40.95 40.95 40.95 50.10 100.00 12/31/2012 40.95 40.95 50.10 100.00
(a)
The amount of R$5,880 is not reflected in the investment because it refers to the unrealized gain on capital contribution with goodwill, initially reflected in CBGS Ltda. and transferred to the indirect subsidiary CBGS as a result of the merger. In November 2009, CBGS was merged into subsidiary Orizon. As described in note 1, on September 3, 2012, the capital reduction of CieloPar was approved and the interest held by CieloPar in Paggo started to be directly held by the Company. The investment recognized by Cielo considers the adjustments to the opening balance sheet of subsidiary Paggo arising from the adoption of the purchase price allocation procedures, as prescribed by CPC 15 - Business Combinations, mainly represented by the provision for losses on software platforms, as described in note 9. As described in note 1, on December 18, 2012, the merger of CieloPar with and into Braspag was approved and the interest held by CieloPar in Braspag started to be directly held by the Company. As described in note 1, on December 18, 2012, the merger of Servrede with and into Multidisplay was approved and the interest held by Servrede in Multidisplay started to be directly held by the Company. The consolidation of the interim financial information of direct subsidiaries Multidisplay, Braspag and indirect subsidiaries M4 Produtos and Me-S (acquired on August 31, 2012) was based on the interim financial information for the quarter ended May 31, 2013 to calculate the
(b) (c)
(d)
(e)
36
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
investments as of June 30, 2013. Accordingly, the equity in investees refers to the six month period ended May 31, 2013. Changes in investments for the six month periods ended June 30, 2013 and 2012 are as follows:
Company (BR GAAP) Consolidated (IFRS and BR GAAP)
Balance as of December 31, 2011 Capital increase in controlled entities CieloPar Capital increase in jointly-controlled entities Paggo Dividends receivable from direct subsidiaries - Servrede Equity in investees Balance as of June 30, 2012 Balance as of December 31, 2012 Equity in investees Capital increase in jointly-controlled entities Paggo Dividends receivable from direct subsidiaries Multidisplay Exchange differences on foreign investments Balance as of June 30, 2013
176,060 3,500 (1,800) (132) 177,628 738,041 5,524 4,501 (4,009) 53,744 797,801
Cost
Net
Net
37
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Consolidated (IFRS and BR GAAP) 06/30/2012 Annual depreciation rate - % POS equipment (*) Data processing equipment Machinery and equipment Facilities Furniture and fixtures Vehicles Total 33 20 10 10 10 20 Accumulated depreciation 12/31/2012
Cost
Net
Net
(*)
As of June 30, 2013 and December 31, 2012, provisions for losses on POS equipment were recorded in the amounts of R$3,863 and R$3,223, respectively, as a reduction of the related under line item. Changes in property and equipment for the six month periods ended June 30, 2013 and 2012 are as follows:
Company (BR GAAP) Writeoffs (10,922) (8) (10,930)
12/31/2012 POS equipment Data processing equipment Machinery and equipment Facilities Furniture and fixtures Vehicles Total 452,617 21,864 1,427 5,470 3,545 1,378 486,301
Consolidated (IFRS and BR GAAP) Foreign exchange changes 06/30/2013 13 100 161 14 288 464,399 25,838 2,611 15,324 4,987 1,368 514,527
12/31/2012 POS equipment Data processing equipment Machinery and equipment Facilities Furniture and fixtures Vehicles Total 452,749 25,909 1,903 11,918 5,350 1,377 499,206
38
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
12/31/2011 Additions POS equipment Data processing equipment Machinery and equipment Facilities Furniture and fixtures Vehicles Total 476,102 18,487 2,450 6,027 3,830 1,363 508,259 96,298 2,637 90 33 10 300 99,368
Consolidated (IFRS and BR GAAP) Additions/ transfers 96,299 3,109 93 425 39 300 100,265
12/31/2011 POS equipment Data processing equipment Machinery and equipment Facilities Furniture and fixtures Vehicles Total 476,102 20,784 2,831 12,571 5,712 1,363 519,363
As of June 30, 2013, there are no net amounts related to finance lease operations. As of June 30, 2013 and December 31, 2012, the Company entered into loan agreements with the National Bank for Economic and Social Development (BNDES - Finame) to acquire new POS equipment, as described in note 13.(a).
39
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
(a)
In calculating equity in subsidiaries Servrede and CieloPar in 2012, the effects of PMIPL provisions, in the amounts of R$20,690 and R$25,966, respectively, were eliminated, since the effects related to the goodwill originally reported therein have been reflected in the Company, as established by CVM Instructions 319/99 and 349/01, considering that the mergers carried out in 2012 did not change the economic substance of that goodwill. As there are evidences of actual economic benefits to be earned as a result of the future decrease in taxes due to the utilization of the goodwill tax benefit by the merging companies Multidisplay and Braspag, deferred income tax and social contribution assets were recognized against the equity line item referred to above in subsidiaries Servrede and CieloPar, amounting to R$14,343 and R$12,597, respectively. In the consolidated interim financial information, tax credits were reclassified from line item Deferred income tax and social contribution to underline item Goodwill. Changes in goodwill during the six month periods ended June 30, 2013 and 2012 are as follows:
Company (BR GAAP) Balance as of December 31, 2011 Acquisition adjustments Balance as of June 30, 2012 Balance as of December 31, 2012 Acquisition adjustments (a) Impairment of goodwill Exchange variation on intangible abroad Balance as of June 30, 2013 10,143 10,143 87,278 -(30,479) 56,799 Consolidated (IFRS and BR GAAP) 127,813 (600) 127,213 936,116 (14,411) (30,479) 68,142 959,368
(b)
(a)
Refers to adjustments in the purchase price of the share, as follows: In November 2012, the Me-S was assessed by Washington State in relation to differences of interpretation regarding the calculation basis for calculating taxes on income earned in the period 2006-2009. The amount of R $ 8,189, which was paid by the Me-S and was returned by sellers Cielo USA in January 2013 being the aforementioned amount recorded as a reduction of goodwill. In December 2012, the Me-S identified tax credits in the amount of R$ 6,222 in the opening balance sheet dated as of August 31, 2012 by increasing its equity at that date. In the same manner, Cielo USA recorded this amount as a reduction of goodwill, and consequently, an increase in investment at the acquisition date.
Health Project
In January, 2008, CBGS subscribed 693,480 new common shares without par value in favor of its parent CBGS Ltda., for R$139,045, which represented its fair value as of that date. As part of the payment, CBGS Ltda. delivered all the shares in Polimed Ltda. and Dativa Conectividade em Sade Ltda. (Dativa) for R$71,691, transferring the goodwill on the acquisition of these subsidiaries in the amounts of R$47,145 and R$9,108, respectively, net of
40
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
amortization incurred through the transaction date. Additionally, as a result of the portion paid in cash, CBGS Ltda. generated goodwill of R$16,764, net of the allowance for losses and amortization incurred through December 31, 2008. The goodwill generated in CBGS Ltda.s capital subscription process is as follows:
Goodwill Goodwill recorded in CBGS Ltda. arising from the acquisition of 40.95% interest in CBGS Allowance for losses on goodwill Interest % Net
99.99 99.99
Goodwill recorded in joint venture CBGS: Orizon Dativa Total Effect of tax benefit of goodwill incorporated by Orizon
40.95 40.95
Total
26.269
41
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Due to the commencement of the restructuring process mentioned in Note 1, the tax benefit from the goodwill for R$10,658 was incorporated by the subsidiary Multidisplay. Therefore, the remaining value of Goodwill in the amount of R$ 20,690 was reconstituted in the Company as set out by CVM Rule No. 319/99 and 349/01. (*) The fair value of the service agreements, software platform and noncompeting clauses (identifiable assets acquired) of M4U in August 2010 was recognized based on the appraisal report prepared by independent appraisers.
(*)
Corresponds basically to the provision for loss of software licenses recognized in jointly-controlled entity Paggo in the balance sheet as of February 28, 2011, date of recognition of the effects of allocation of goodwill on the acquisition of joint control. The adjustments related to the allocation of the purchase price were recognized retrospectively on the amounts recorded upon acquisition, as if the business combination had been concluded on that date. Based on the appraisal report on the allocation of goodwill arising from the acquisition of Paggo, prepared by independent appraisers, and according to CPC 15 - Business Combinations, the Companys Management believes that the amount paid is basically reflected in expected future earnings, i.e., goodwill. Acquisition of control - Braspag In May, 2011, the Company acquired, through its direct subsidiary CieloPar, 100% of the shares of Braspag, a leading payment processing company in the Brazilian electronic payment industry. All the shares of Braspag were acquired for R$40,000. The amount of the investment recorded by CieloPar included goodwill on acquisition of shares in the amount of R$39,343, generated as follows:
42
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Net assets acquired Fair value of net liabilities acquired (*) Fair value of net assets acquired Acquisition price Goodwill
Due to the commencement of the restructuring process mentioned in Note 1, the tax benefit from the goodwill for R $13,377 was incorporated by the subsidiary Braspag. Therefore, the remaining value of Goodwill in the amount of R $ 25,966 was reconstituted in the Company as set out by CVM in Rule No. 319/99 and 349/01. (*) According to the appraisal report used to allocate the purchase price of Braspag, prepared by independent appraisers taking into consideration the characteristics of the acquire, the intangible assets identified were the software platform and the customer portfolio totaling R$4,638, net of the provision for tax and social security contingencies of R$5,605.
(a)
On acquisition date, tax benefits amounting to R$6,222 was identified and recognized.
43
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
(b)
Refers to the allocation of the following adjustments at fair value of the following intangible assets: (i) software platform of R$223,300; (ii) relationship with clients of R$512,778; (iii) noncompete agreements with sellers of client portfolios of R$71,862; and (iv) other intangible assets of R$13,398, totaling R$821,338. For acquisition accounting purposes and in accordance with the US tax law, the fair value of the acquisition of the investments allocated to intangible assets is not deductible for US income tax calculation purposes. Accordingly, a provision for deferred income tax was recognized. These deferred amounts are amortized in profit or loss proportionally to the amortization of intangible assets in the period. On acquisition date, a provision for probable losses on tax contingencies amounting to R$8,114 was identified and recognized. The amount of the investment recorded by Cielo USA includes goodwill on acquisition of shares in the amount of R$818,875, generated as follows:
Net assets acquired Fair value of assets acquired and liabilities assumed Fair value of net assets acquired Purchase price: Acquisition of control - Me-S Cash and cash equivalents acquired Goodwill 180,098 447,483 627,581 1,365,256 81,200 818,875
(c)
(d)
10
44
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Consolidated (IFRS and BR GAAP) 06/30/2013 Annual amortization rate % Software (a) Project development (b) Noncompete agreement (c) Service agreement (d) Relationship with customers (e) Trademarks (f) Total 6.66 - 20 20 7.5 - 50 4 - 20 4 - 20 10 Accumulated Cost 404,626 160,275 134,255 27,838 558,901 6,424 1,292,319 amortization (117,735) (87,819) (27,574) (789) (18,551) (495) (252,963) Net 286,891 72,456 106,681 27,049 540,350 5,929 1,039,356 Net 282,407 73,627 105,661 27,028 511,489 5,776 1,005,988 12/31/2012
(a)
Software - refers to software licenses acquired from third parties and used to provide services relating to information processing and business transactions with customers. Additionally, in 2012, when 100% of Me-Ss capital stock was acquired, the adjustment to fair value of the software platform was recognized in Cielo USA in the amount of R$223,300 (equivalent to US$110,000 thousand). The independent appraisal firm engaged to issue the appraisal report measured the software platforms fair value using the average of the values obtained from applying the approaches Relief-from-Royalty (at a 16% royalty fee) and Cost Approach - Thirdparty Cost Estimates. The useful life defined for this software platform is 15 years. As of June 30, 2013 and December 31, 2012, the provision of losses for discontinued software of R$2,000 is recognized as a reduction of the balance of the respective line item.
(b)
Project development - refers to expenses on the development of new products or services designed to increase the Companys and its subsidiaries invoicing and revenues. There are other intangible generated from the allocation of the price paid for the acquisition of control of M4U, Braspag and Me-S, in August 2010, May 2011 and August 2012, respectively. These intangibles were recorded based on appraisal reports prepared as of those dates by independent appraisers. The criteria used to measure the value of these intangible assets are described as follows.
(c)
Noncompete agreement: Multidisplay e M4 Produtos - the amount of the noncompete agreement (With and Without) was calculated under the Income Approach, by using a discount rate of 17.5% per year, perpetuity of 4% per year and estimated useful life of 89 months. Me-S - Me-S entered into a contract with Synovus Financial Corporation, under which no competition shall exist in relation to the portfolio acquired from Columbus Bank and Trust Company (CB&T) and any new customers acquired through CB&T as a result of the Recommendation Agreement. The fair value of this agreement was estimated using the With and Without approach, while its useful life was defined to be the expiration date of the agreement.
45
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Additionally, Cielo USA entered into a noncompete agreement with approximately 10 employees, maturing 18 months after the end of the transaction. The fair value of this agreement was estimated based on the With and Without approach, and its useful life was defined to be the expiration date of the agreement. (d) Service agreements: Multidisplay e M4 Produtos - the four service agreements with telecommunication operators were measured based on the discounted cash flow of each agreement, by using a discount rate of 16.5% per year, during the residual life of each agreement, of approximately 53 months. Me-S - when Me-S acquired CB&Ts customer portfolio, it entered into an agreement under which it would have preference in referring new customers. The fair value of this agreement was estimated based on the Excess Earnings approach, and its useful life was defined to be the expiration date of the agreement, that is, 2020. Relationship with customers: Braspag - the principal component of the portfolio of intangible assets is the customer portfolio, which was valued under the Income Approach, taking into consideration the balance of active customers and the respective churn rate, using an estimated useful life of 120 months. Me-S - Me-Ss customer portfolio was classified under three main groups: e-commerce, bank customer and B2B/Others. Each portfolio was valued separately under the Excess Earnings approach and taking into consideration each portfolios specific and individual features. A 10% per year discount rate was used for e-commerce and bank customer portfolios and 11% for B2B/Others. The estimated useful life was based on the years in which each portfolio reaches approximately 80% and 90% of the accumulated amount of the discounted cash flow. An interval between the lowest and the highest value obtained was adopted. Trademarks - valued under the Relief-from-Royalty approach, assuming a 0.3% royalty fee, based on parameters obtained from the Royalty Source Intellectual Property Database, and a discount rate of 10%. Changes in intangible assets for the six month periods ended June 30, 2013 and 2012 are as follows:
Company (BR GAAP) 12/31/2012 Software Project development Relationship with customers Noncompete agreement Service agreements Total 35,042 14,473 412 7,006 6,957 63,890 Additions Amortization 659 659 (5,311) (1,503) (23) (2,424) (246) (9,507) 06/30/2013 30,390 12,970 389 4,582 6,711 55,042
(e)
(f)
46
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Consolidated (IFRS and BR GAAP) Foreign exchange variation 19,081 4,466 8,776 575 42,058 500 75,456
12/31/2012 Software Project development Noncompete agreement Service agreements Relationship with customers Trademarks Total 282,407 73,627 105,661 27,028 511,489 5,776 1,005,988
Company (BR GAAP) 12/31/2011 Software Project development Total 31,768 17,479 49,247 Additions 3,281 3,281 Amortization (5,713) (1,503) (7,216) 06/30/2013 29,336 15,976 45,312
Consolidated (IFRS and BR GAAP) 12/31/2011 Software Project development Noncompete agreement Service agreements Relationship with customers Total 40,849 17,479 12,658 14,674 1,357 87,017 Additions 5,118 5,118 Write-offs (5) (5) Amortizations (6,645) (1,387) (1,050) (2,090) (72) (11,244) 06/30/2012 39,317 16,092 11,608 12,584 1,285 80,886
Expenses on the amortization of intangible assets were recorded in line items General and administrative expenses and Cost of sales in the statement of income.
11
In addition to the provision of services consisting of the transfer of credit and debit card transaction amounts between the card-issuing banks and the merchants, the Company also
47
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
guarantees accredited merchants that they will unconditionally receive the amounts of transactions paid using credit cards. As described in note 24.c), the Company adopts a strategy to mitigate card-issuing banks credit risk itself against the risk of default by such financial institutions. Based on the insignificant historical amount of Companys losses due to default from card-issuing banks and the current credit risks of these financial institutions, the Company estimates that the fair value of the guarantees provided to merchants is immaterial and, therefore, is not recognized as a liability.
12
Payables to merchants
Company (BR GAAP) 06/30/2013 Transactions pending transfer (a) Payables to merchants (b) Merchant deposits (c) Total 3,566,274 3,566,274 12/31/2012 2,680,010 2,680,010 Consolidated (IFRS and BR GAAP) 06/30/2013 3,566,274 331,178 91,194 3,988,646 12/31/2012 2,680,010 216,026 78,004 2,974,040
(a)
Transactions pending transfer - Transactions pending transfer correspond to the difference between the amounts received from cardholders relating to transactions made by cardholders and the amounts to be transferred to merchants. In general, the settlement term for credit card issuers with the Company is 28 days, while the Companys average settlement term with merchants is 30 days. Therefore, the balance payable as of June 30, 2013 and December 31, 2012 refers to a float of approximately two days. Payables to merchants - Represented by amounts due to merchants by Me-S related to transactions captured and processed until the balance sheet dates. Such amounts are settled on the day following the date on which transactions are captured. Merchant deposits - Me-S maintains escrow deposits from clients in order to hedge against the potential risk of complaints from credit card holders due to fraud in the transaction or bankruptcy of merchant.
(b)
(c)
13
48
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
(a)
Finame
The weighted average rate of the financial charges is 6.37% per year as of June 30, 2013 (7.77% per year as of December 31, 2012). The Company is the beneficiary of a credit facility with BNDES relating to Finame on lending transactions, i.e., a loan granted by BNDES to finance the acquisition of new machinery and equipment manufactured in Brazil. Such transfer occurs through the extension of credit to the Company, generating rights received by the accredited financial institution as a financial agent, in this case, Bank of Brazil SA and Bank Safra SA, who contract with the Company such financing transactions. The contracts are guaranteed the transfer of fiduciary ownership of property acquired through Finame.
(b)
49
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
14
15
Taxes Payable
Company (BR GAAP) 06/30/2013 Income tax and social contribution, net of prepayments Tax on revenue (Cofins) Withholding income tax (IRRF) Service tax (ISS) Tax on revenue (PIS) Other taxes payable Total 12/31/2012 Consolidated (IFRS and BR GAAP) 06/30/2013 12/31/2012
50
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
16
Other payables
Company (BR GAAP) 06/30/2013 Current liabilities: Accrual for sundry expenses Accrued vacation and related charges Profit-sharing Payables on the acquisition of subsidiaries (*) Other payables Total Noncurrent liabilities: Other payables Total 12/31/2012 Consolidated (IFRS and BR GAAP) 06/30/2013 12/31/2012
4,304 4,304
6,857 6,857
10,115 10,115
12,616 12,616
(*)
Remaining balance payable for the acquisition of M4U, contingent to the attainment of certain financial performance goals, as described in note 9.
17
a.
51
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Consolidated (IFRS and BR GAAP) Write-offs/ reversals (ii) (599) (6,017) (3,838) (10,454) Inflation adjustment 404 1,083 97 1,584
Company (BR GAAP) Write-offs/ reversals (ii) (3,156) (4,799) (7,955) Inflation adjustment 275 556 83 914
Consolidated (IFRS and BR GAAP) Write-offs/ reversals (ii) (3,401) (7,813) (11,214) Inflation adjustment 299 564 85 948
(i)
Correspond mainly to the increase in the provision for tax risks for the six month periods ended June 30, 2013 and 2012, relating to taxes with suspended payment, recorded as a balancing item to Taxes on services, and other additions to the provision for civil and labor risks, represented by new lawsuits and changes in the assessment of the likelihood of losses made by the legal counsel, which were recorded as a balancing item to Other operating expenses, net, in the statement of income. Basically represented by the reversal of the provision for civil and labor risks due to prescription of the allowed time to start legal proceedings, settlement of lawsuits or change in the risk of loss as assessed by the Companys and its subsidiaries legal counsel.
(ii)
Civil lawsuits
Refer basically to collection of transactions made through the Companys system that were not transferred to merchants in view of noncompliance with clauses of the affiliation contract, and compensation for losses caused by transactions not transferred at that time. As of June 30, 2013, the provision for probable losses on civil lawsuits totals R$20,275 (Company), and R$21,984 (Consolidated), and the escrow deposit balance is R$ 5,083 (Company) and R$ 5,101 (Consolidated). Additionally, as of June 30, 2013, the Company is a party to public civil lawsuits and civil investigations, most of them filed by the Public Prosecution Office or professional
52
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
organizations, whose intention is to defend collective interests (such as consumers and workers rights). Judicial decisions may grant rights to groups of people (even without their consent). In many situations, the group in availing a favorable outcome will only be defined after the final decision.
Labor lawsuits
Refers to labor lawsuits that, as of June 30, 2013, include 293 claims against Cielo and 69 against Servinet, totaling 362 claims, out of which 91 had been filed by former employees. The remaining labor lawsuits, totaling 271, were filed by subcontractors, some of whom claiming the recognition of an employment relationship. The risk of loss on labor claims, when these are started, is assessed as possible. Only after the court decision is issued, the lawsuits are reclassified to probable or remote loss, depending on the decision and based on the history of losses on similar lawsuits. In general, labor lawsuits are related to salary equalization, overtime, annual bonus, rights guaranteed by agreements between the employer and the labor union, recognition of employment relationship, tenure after occupational disease, and pain and suffering. As of June 30, 2013, the provision for probable losses on labor claims amounts to R$ 56,236 (Company) and R$67,693 (consolidated), and the escrow deposit balance is R$ 4,124 (Company) and R$ 6,335 (consolidated).
Tax lawsuits
Refer to differences in interpretation by tax authorities, especially regarding: Noncumulative Cofins - in February 2004, the Company and its subsidiary Servinet filed an injunction to avoid payment of Cofins according to Law 10833/03, which requires the noncumulative calculation at the rate of 7.6%, and began to make escrow deposits for amounts determined monthly. As a result, the difference between the Cofins due calculated based on the rate established by the cumulative and noncumulative calculation method is being recorded as provision for risks since then. Escrow deposits have been made for unpaid Cofins amounts. In November 2011, Servinet withdrew the lawsuit for joining the installment payment program introduced by Law 11941/09 and is currently awaiting for the definition of the amounts to be converted into Federal Governments funds and the amounts to be calculated by the company. Cielos lawsuit is halted in the Federal Regional Court of the 3rd Region/SP due to the recognition of the matter by the Federal Supreme Court in the court records of the Extraordinary Appeal, which is pending judgment. As of June 30, 2013, the provision for risks totals R$806,054 (Company) and R$826,609 (Consolidated), and the escrow deposit balance is R$792,690 (Company) and R$813,886 (Consolidated). Amazon Investment Fund (FINAM) - in 2007, the Company received a tax assessment notice for calendar year 2002, fiscal year 2003. The Federal Revenue Service alleges that the Request for Review of Tax Incentive Issue Order (PERC) was not filed within the statutory deadline and, therefore, they do not recognize the portion of corporate income tax (IRPJ) related to FINAM. The administrative proceedings are pending inclusion in the trial docket for judgment of the voluntary appeal filed by the Company by the Administrative Board of Tax Appeals (CARF). As of June, 30, 2013, he balance of the provision recognized is R$13,940 (Company and Consolidated).
53
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Social contribution (CSLL) 2002 - in 2007, a tax assessment notice was filed against the Company to require the payment of CSLL (adjustment portion) for calendar year 2002, plus tax assessment fine (75%) and late payment interest, as well as separate fine (50%) on the estimated CSLL amounts not paid. Due to the maintenance of the tax assessment notice at the administrative level, in July 2011, the Company decided to challenge the amounts in the court. The tax credits were fully deposited in escrow accounts and is being challenged in the court through an annulment action filed in August 2011. Currently, the tax debt annulment action is pending decision. As of June, 30, 2013, the balance of the provision recognized is R$10,895 (Company and consolidated), and the escrow deposit amount is R$10,895 (Company and consolidated). Provisional Act 1212/95 - PIS/PASEP - in April 1997, the subsidiary Servinet was granted an injunction that exempted it from the payment of PIS based on billings. The Federal Government filed an appeal that was upheld by the court. On August 26, 2010, the subsidiary filed a debt expiration claim with the Third Region Finance Attorney of So Paulo. This Administrative Proceeding resulted in a Tax Execution Action, which is pending notification for filing of appeals. As of June, 30, 2013, the balance of the provision recognized is R$1,958 (Consolidated). Negative Balance of IRPJ of the year 2008 - In 2009, the Company offset the negative balance of income (IRPJ) for calendar year 2008 for tax debts owed in 2009 upon presentation of Settlement Statement (PER / DCOMP). In assessing the Settlement Statement in 2012, the Internal Revenue Service of Brazil did not approve the tax credit and, therefore, issued Order No. 022 405 395. In January 2013, the Company filed a Lawsuit for Annulment of Tax Debt in the Civil Court of the Judiciary Subsection of Osasco / SP, in order to demonstrate and prove the negative credit balance of the 2008 calendar year. The full amount of the tax credit is deposited in escrow. On June 30, 2013, the accrued balance for risks is R$ 7,045 and the value of the escrow deposit is R$ 7,045, for the parent Company and Consolidated entities. The Company and its subsidiaries are challenging other interpretations of the law by tax authorities and, therefore, as of June, 30, 2013, recognized provisions for risks in the amounts of R$2,530 (Company) and R$2,600 (Consolidated). To cover other lawsuits assessed by the legal counsel as possible loss, the Company and its subsidiaries maintains escrow deposits in the amount of R$14,969 (Company) and R$17,753 (Consolidated). The Companys and its subsidiaries Management, based on the opinion of their legal counsel, believes that the actual disbursement of the provision for risks will not occur before December 31, 2018. Additionally, as of June 30, 2013 and December 31, 2012, the Company and its subsidiaries are parties to tax, civil and labor lawsuits assessed by their legal counsel as possible likelihood of losses, for which no provision was recorded, as follows:
54
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Company (BR GAAP) 06/30/2013 Tax Civil Labor Total 87,537 115,505 33,761 236,803 12/31/2012 85,623 104,810 27,297 217,730
Consolidated (IFRS and BR GAAP) 06/30/2013 101,375 115,505 39,137 256,017 12/31/2012 98,850 104,810 32,057 235,717
b.
Escrow deposits
In the six month periods ended June 30, 2013 and 2012, the Company and its subsidiaries have escrow deposits related to the provision for tax, labor and civil risks, broken down as follows:
Company (BR GAAP) 12/31/2012 Tax Civil and labor Total 738,372 7,248 745,620 Addition 87,227 1,959 89,186 06/30/2013 825,599 9,207 834,806
Consolidated (IFRS and BR GAAP) 12/31/2012 Tax Civil and Labor Total 762,352 9,040 771,392 Addition 87,227 2,396 89,623 06/30/2013 849,579 11,436 861,015
Company (BR GAAP) 12/31/2011 Tax Civil and Labor Total 592,458 4,759 597,217 Addition 67,360 2,355 69,715 06/30/2012 659,818 7,114 666,932
Consolidated (IFRS and BR GAAP) 12/31/2011 Tax Civil and Labor Total 616,439 6,219 622,658 Addition Write-off 67,360 2,520 69,880 (54) (54) 06/30/2012 683,799 8,685 692,484
55
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
18
a.
Equity
Capital social
Capital as of June 30, 2013 is represented by 786,115,469 fully subscribed and paid in (655,096,224 shares as of December 31, 2012). According to the minutes of the Annual General Meeting and Special Meeting held on April 26, 2013 approved the capital increase of the Company in the amount of R$ 500,000. For realization of the capital increase was partly used the balance from the budget reserve capital. As commented in note 19.a), the number of shares outstanding as of June 30, 2013 is 784,523,090 (654,368,446 shares as of December 31, 2012). Share capital can be increased by up to 2,400,000,000 additional common shares, regardless of any amendments to bylaws, at the discretion of the Board of Directors, which has the power to establish the share issue price, the terms and conditions for subscription and payment of shares up to the authorized capital limit. Except in the cases described below, shareholders will have the preemptive right to subscribe for shares issued in a capital increase, which shall be exercised as from the publication of the minutes of the Board of Directors meeting that approved the capital increase. Within the authorized capital limit, the Company may grant stock option or subscription to Management members and employees. The Board of Directors may exclude the preemptive right or reduce the term for exercising such right in the issuance of shares, debentures convertible into shares or subscription bonus whose placement shall be made upon trade in stock exchanges, public subscription or upon exchange for shares, within the authorized capital limit. The Board of Directors may also resolve on any shares that remained unsubscribed in the capital increase during the term for exercising the preemptive right and establish, prior to their sale on stock exchanges to the benefit of the Company, the apportionment, proportional to the amounts subscribed, among the shareholders that have indicated, in the subscription bulletin or list, interest in subscribing possible remaining shares.
b.
Capital Reserve
Represents share-based payment costs and goodwill on the subscription of shares related to capital contributions by shareholders exceeding the amount allocated to capital formation. The capital reserve is R$107,034, as of June 30, 2013 (R$99,951 as of December 31, 2012).
c.
Treasury shares
On March 16, 2012, the Companys Board of Directors, in accordance with article 19 of its bylaws, article 30 of Law 6404/76, CVM Instruction 10/80, as amended, and CVM Instruction 358/02 and subsequent amendments thereto, approved the acquisition of up to 2,000,000 common shares, with no par value, for cancellation, disposal or holding in treasury and, especially, to fulfill the exercise of options granted under the Companys Stock Option Plan, without capital reduction, within 365 days from the disclosure of the material fact. Additionally, these share buybacks are limited to the balance available in the capital reserve calculated in the year, pursuant to articles 1 and 12 of CVM Instruction 10/80. The Companys Management should define the number of shares that will be bought back, within the authorized limits, and the buyback timing.
56
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Shares Balance on January 1, 2013 Sale in January 2013 Sale in February 2013 Buy-back in February 2013 Buy-back in March 2013 Sale in March 2013 Sale in April 2013 Balance on treasury shares before the bonus Increase of treasury shares due to the bonus (*) Sale in May 2013 Sale in June 2013 Balance as of June 30, 2013 727,778 (11,455) (42,672) 70,819 660,000 (14,591) (56,938) 1,332,941 266,588 (2,342) (4,808) 1,592,379
Value (23,410) 368 1,373 (4,066) (38,488) 551 2,608 (61,064) 89 184 60,791
(*)
Bonus: new ordinary shares were issued, attributing to shareholders, free of charge, as a bonus one new common share for each batch of five common shares they held, generating the total effect of 266,588 new shares. The shares bought back will be held in treasury to be later disposed of, cancelled or used in the exercise of stock options granted to the Companys officers and employees.
d.
57
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
e.
f.
g.
58
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
19
a.
11,455 42,672 (70,819) (660,000) 14,591 56,938 130,752,657 2,342 4,808 784,523,090
b.
59
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
1,264,211
1,115,447
1,264,211
1,115,447
20
Net Revenue
Company (BR GAAP) Quarter: Six month period: Quarter: Consolidated (IFRS and BR GAAP) Six month period:
06/30/2013 06/30/2012 06/30/2013 06/30/2012 06/30/2013 06/30/2012 06/30/2013 06/30/2012 Gross operating revenue Tax on services Total
Gross operating revenue is comprised of commissions charged to merchants, rental of POS equipment and services rendered for the use of network, as well as other services related to electronic payment means.
60
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
21
Expenses by nature
The Company elected to present the consolidated statement of income by function. The breakdown of costs of services and net operating expenses by nature is as follows:
Company (BR GAAP) Quarter: 06/30/2013 Personnel expenses Depreciation and amortization Professional services Acquiring costs (a) Sales and marketing (b) Costs of mobile phone credits in subsidiaries (c) Others Total Classified as: Cost of services provied Personal expenses General and administrative expenses Sales and marketing Other operating expenses, net Total 66,786 77,011 77,232 332,364 45,665 06/30/2012 51,980 72,497 73,023 290,565 77,324 Six month period: 06/30/2013 124,866 152,744 142,860 628,622 96,512 06/30/2012 105,160 142,924 119,244 559,683 100,684 Quarter: 06/30/2013 96,972 99,979 65,993 478,957 50,462 06/30/2012 75,403 75,040 42,143 290,611 77,390 Consolidated (IFRS and BR GAAP) Six month period: 06/30/2013 182,754 193,517 122,098 909,206 105,196 06/30/2012 150,731 148,045 58,829 559,883 100,759
16,758 615,816
18,051 583,440
22,661 1,168,265
33,036 1,060,731
(a)
Acquisition costs are mainly represented by expenses on logistics and maintenance of POS equipment, supplies to merchants, customer registration and service, telecommunication services, and capture and processing of transactions. Marketing and sales expenses include campaigns for trademark development, marketing and advertising, endomarketing and sales incentives to partners and issuing banks. Correspond to the cost of the product sold related to the credit minutes for cell phones sold by the subsidiary Multidisplay.
(b) (c)
22
61
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
the agreements entered into with related parties are carried out on an arms-length basis. The tables below include the balances as of June 30, 2013 and December 2012 and the amount, by type of agreement, shareholders and subsidiaries, of transactions with related parties conducted by the Company related to the six month periods ended June 30, 2013 and December 2012:
Company (BR GAAP) 06/30/2013 Shareholders Banco Bradesco Assets and liabilities: Short-term investments (a) Trade accounts receivable Receivables from subsidiaries Payables to subsidiaries (c) Banco do Brasil Subsidiaries and Joint Ventures Cielo Inc. 12/31/2012
Servinet
Orizon
M4U
Paggo
Braspag
Total
Total
63,687 1,096 -
12,488 1,871 -
(9,988)
113 -
(129)
32 (1,118)
- (11,235)
Quarter ended June 30, 2013 Shareholders Banco Bradesco Revenues: Income from shortterm investments (a) Revenue from other services (b) Revenue from the rental of POS equipment (c) Expenses: Other operating expenses membership commission Other operating expenses (d) Service agreement with Servinet (e) Data processing services (f) Banco do Brasil Subsidiaries and Joint Ventures
Servinet Orizon
Multidisplay
M4U
Paggo
Braspag
Total
Total
1,142 4,144
222 4,845
340
1,052
118
91
1,364 10,590
2,048 8,717
351
351
444
(1,298) (3,465) -
(700) (259) -
(716) (1,120)
62
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Company (BR GAAP) 06/30/2013 Shareholders Banco Bradesco Revenues: Income from short-term investments (a) Revenue from other services (b) Revenue from the rental of POS equipment (c) Expenses: Other operating expenses membership commission Other operating expenses (d) Service agreement with Servinet (e) Data processing services (f)) Banco do Brasil Subsidiaries and Joint Ventures 06/30/2012
Total
Total
2,184 8,279 -
459 8,898 -
709
735 -
2,133 -
237 -
177 -
(2,669) (6,618) -
(700) (776)
(716) (2,569)
(a) (b)
The terms, charges and interest rates of short-term investments were agreed under conditions similar to those applicable to unrelated parties. Correspond to fraud prevention and bank account blocking services provided by the Company to the shareholder banks and commissions for the processing of transactions for M4 Produtos and Multidisplay. These related-party transactions are carried out at prices and under conditions similar to the transactions carried out with other issuing banks. See note 5.(e). Services contracted with shareholder banks, relating to: (i) corporate collective life insurance; (ii) health and dental insurance; and (iii) private pension agreement. The Company understands that the financial conditions adopted by the shareholders in respect of prices, terms and other conditions were applied under conditions similar to those adopted with respect to third parties. The Company engaged Servinet to provide POS equipment installation and maintenance service to merchants. The payment for the services provided is determined based on the costs incurred by Servinet when the service is provided, plus taxes and a payment margin. Refer to data processing services provided by M4 Produtos and Braspag.
(c) (d)
(e)
(f)
63
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
64
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Cash management services. Insurance. Private pension services. Corporate credit card.
23
Income tax and social contribution Current Deferred (339,362) 23,682 (309.571) 44,472 (678,173). 37,852 (617,425) 48,713 (346,404) 24,801 (311,733) 44,307 (687,539). 42,933 (621,611) 48,361
The donations to the Cultural and Artistic Activities (Rouanet Law), Sports and Fund for Children and Adolescents Rights were recorded in line item Income tax expenses - current. The tax incentives recorded in line item Income tax expenses - current, in Company and Consolidated, totaled R $ 5,000 for the six month period ended June 30, 2013 (R$ 7,300 for the six month period ended June 30, 2012). In the quarter ended June 30, 2013, tax benefits recorded as income tax expense - current Company and Consolidated R$ 5,000 (R$ 3,300 in the quarter ended June 30, 2013).
24
Financial Instruments
The estimated fair values of the Groups financial assets and financial liabilities were determined using available market inputs and appropriate valuation methodologies. However,
65
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
considerable judgment was required to interpret market input and then develop the most appropriate fair value estimates. Accordingly, estimates presented herein are not necessarily indicative of the amounts that could be realized in the market. The use of different market methodologies may have a significant effect on the estimated realizable values. These financial instruments are managed through operating strategies which aim at obtaining liquidity, security, and profitability. The control policy consists of permanent monitoring of the contracted rates compared to market rates. The Group does not make investments for speculative purposes, either in derivatives or any other risk assets.
a.
Company (BR GAAP) 06/30/2013 Debt (i) Cash and cash equivalents Net Debt Equity (ii) Debt ratio, net (1,423,629) 232,876 (1,190,753) 2,478,527 48.04% 12/31/2012 (1,290,267) 282,487 (1,007,780) 2,277,173 44.26%
Consolidated (IFRS and BR GAAP) 06/30/2013 (2,315,888) 429,665 (1,886,223) 2,486,496 75.86% 12/31/2012 (2,114,138) 404,335 (1,709,803) 2,286,107 74.79%
(i) (ii)
Debt is defined as short- and long-term borrowings, as detailed in note 13. Equity includes the entire share capital and the Groups reserves, managed as capital.
b.
66
Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
06/30/2013 Company (BR GAAP) Carrying amount 232,876 6,739,941 145 834,806 326,843 3,566,274 11,235 32,684 1,423,629 Market value 232,876 6,739,941 145 834,806 326,843 3,566,274 11,235 32,684 1,332,063 Consolidated (IFRS and BR GAAP) Carrying amount 429,665 7,111,658 113 861,015 385,015 3,988,646 32,684 2,315,888 Market value 429,665 7,111,658 113 861,015 385,015 3,988,646 32,684 2,144,402
Type Cash and cash equivalents Trade accounts receivable Receivables from subsidiaries and Joint ventures Escrow deposits Trade accounts payable Payables to merchants Payables to subsidiaries Payables on the acquisition of subsidiaries and Joint ventures Borrowings and financing Loans and receivables Loans and receivables Loans and receivables Loans and receivables Other financial liabilities Other financial liabilities Other financial liabilities Other financial liabilities Other financial liabilities
The market value of financial assets and financial liabilities and short- and long-term financing was determined, when applicable, by using current interest rates available for transactions conducted under similar conditions and with similar maturity dates.
c.
Credit Risk
The Company has an instrument to mitigate the credit risk of the VISA card-issuing banks, used as a hedge against the risk of default by such banks. This hedging instrument consists of the commitment assumed by the VISA brand, pursuant to foreign regulations, to guarantee the transfer to the Companys merchants of all sales made with VISA cards on the related due dates in the event of default by an issuer. The guarantee model implemented by the VISA brand together with the Company prescribes the provision of guarantees (collaterals or bank guarantees) considering the credit risk of the issuer, sales volume with VISA cards and residual risk of default by cardholders. The provision of guarantees is mandatory for all card-issuing banks with credit risk, and amounts are reviewed periodically by VISA and the Company. If the issuer does not provide the requested guarantees, it is not accepted as a member of the system or is disqualified as such. Since July 1, 2010, the Company has also started accrediting the MASTERCARD brand, and the related credit risk is guaranteed by the MASTERCARD brand itself, in case of default by the card-issuing banks with the Company. The MASTERCARD brand requires card-issuing banks participating in the system to provide guarantees, collaterals or bank guarantees. If the issuer does not provide the requested guarantees, it is not accepted as a member of the system or is disqualified as such. The brand systems also prescribe that cardholders can contest transactions made with credit cards within certain timeframes from the date of the transaction. For this purpose, the Company enters into an affiliate agreement with authorized merchants establishing all rules for acceptance of these cards at the point of sale. If transactions are contested by cardholders and the merchant is no longer an affiliated member at the date of the contestation or has no amounts receivable from the Company, then collection will be made through debit to bank account or outside collection agencies and there may be losses to the Company. The Company leases POS equipment to all affiliated merchants that do not have their own systems to capture transactions. The rent is deducted, on the due date, from the amount of
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
transactions payable to merchants. However, the rent may not be received on the due date whenever there are no amounts payable to merchants. In these cases, the Company collects the rent through debit to future sales, bank account or outside collection agencies, and losses on rent may be incurred.
d.
Risk of fraud
The Company uses an antifraud system to monitor transactions with credit and debit cards, which detects and identifies suspected fraud at the time of the authorization and sends an alert message to the card-issuing bank for it to contact the cardholder.
e.
f.
Currency risk
The Group conducts a few transactions in foreign currency, mainly represented by transactions performed by foreign credit card holders in establishments in Brazil. In addition, as described in
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
note 1, on August 31, 2012 the Company acquired the control of Me-S through its holding Cielo USA, both headquartered in the United States of America, whose transactions are conducted in US dollar (functional currency). The exposures to currency risks are managed in accordance with the criteria set by the policies approved using currency futures contracts.
As of June 30, 2013, the net exposure to foreign exchange rate risk, in thousands of US dollars, is as follows:
Company (BR GAAP) Assets: Cash and cash equivalents Trade accounts receivable Other assets Investments in foreign currency Property and equipments Intangible assets, including goodwill Total Liabilities: Payables to merchants Other liabilities Repayment of borrowings and financing - principal Repayment of borrowings and financing - interest Repayment of borrowings and financing - expenses Deferred income tax on items allocated to intangible assets related to the acquisition of Me-S Tax effect on hedge instruments - bonds designated as hedge of the net foreign investment Total Short position in US dollars Consolidated (IFRS and BR GAAP)
The Company enters into forward exchange transactions for US dollars to hedge against fluctuations in exchange rates, which reduces significantly potential currency risks.
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Only outstanding monetary items in foreign currency are included in this sensitivity analysis, whose translation is adjusted at the end of the reporting period based on a change of 10% in exchange rates. The sensitivity analysis includes intercompany borrowings when the loan is denominated in any currency other than the creditors or debtors currency. A positive figure indicates an increase in profit or loss and equity when the Brazilian real is appreciated by 10% against the foreign currency considered. Considering the depreciation of 10% of the Brazilian real against the foreign currency considered, there would be an equivalent effect against profit or loss and equity and the balances presented would be negative.
Company (BR GAAP) 06/30/2013 Profit or loss (i) +10% Equity (i) +10% Profit or loss (i) -10% Equity (i) -10% (459) (459) 459 459 06/30/2012 535 535 (535) (535) Consolidated (IFRS and BR GAAP) 06/30/2013 (459) (459) 459 459 06/30/2012 535 535 (535) (535)
(i)
Refers mainly to the exposure of trade accounts receivable and trade accounts payable in US dollars at the end of each reporting period.
g.
h.
Liquidity risk
The Group manages the liquidity risk by maintaining proper reserves, bank and other credit facilities to raise new borrowings that it considers appropriate, based on the continuous monitoring of budgeted and actual cash flows, and the combination of the maturity profiles of financial assets and financial liabilities.
i.
j.
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
25
Commitments
The Company is engaged in the capture, transmission, processing and settlement of transactions with credit and debit cards. To conduct said activities, the Company entered into the following agreements:
a.
Lease agreements
As of June 30, 2013, future annual payments under lease agreements in effect are estimated as follows:
Year 2013 2014 2015 Total 6,907 14,688 15,617 37,212
Most contracts specify a termination fine equivalent to three-month rent, and a partial return can be negotiated for each case.
b.
Transactions capture and processing agreements stipulate termination fines totaling R$5,907. Logistics service agreements are in effect since June 2007, with a minimum period of 12 months and a termination fine of R$4,843. Telecommunication agreements stipulate termination fines totaling R$43,400.
26
Profit-Sharing
The Company and its subsidiaries pay profit-sharing to their employees and officers, subject to the achievement of operational goals and specific objectives, established and approved at the beginning of each year.
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Employees and Management profit-sharing amounts for the six month periods ended June 30, 2013 and 2012 and for the quarters ended June 30, 2013 and 2012 were recorded in line item Personnel expenses in the statement of income, as follows:
Company (BR GAAP) Quarter: 06/30/2013 06/30/2012 Employees Officers Total 10,706 3,619 14,325 6,350 3,287 9,637 Six month period 06/30/2013 06/30/2012 18,043 6,230 24,273 13,840 5,633 19,473 Quarter: 06/30/2013 06/30/2012 13,825 3,851 17,676 9,832 3,287 13,119 Consolidated (IFRS and BR GAAP) Six month period 06/30/2013 06/30/2012 24,328 6,695 31,023 20,681 5,633 26,314
27
Management Compensation
Key Management personnel includes the members of the Board of Directors and the Supervisory Board, the CEO, and the officers.
Quarter: 06/30/2013 Fixed Officers Board of Directors and Supervisory Board Total 1,288 440 1,728 Variable (*) 2,827 2,827 Total 4,115 440 4,555 Fixed 2,873 874 3,747
Six month period: 06/30/2013 Variable (*) 4,789 4,789 Total 7,662 874 8,536
(*)
Not including the stock option plan (see note 31). Managements (Executive Committee and Board of Directors) overall compensation in 2013, set by the Annual General Meeting held on April 26, 2013, was R$32,468, plus related taxes and contributions thereon, as prescribed by the prevailing laws, whereas the annual compensation payable to the members of the Supervisory Board was R$309.
28
4,297 63 4,360
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
Quarter: 06/30/2013 Interest on borrowings Restatement on the balance due to the acquisition of 50.1% equity Multidisplay Other financial expenses Total Prepayment of receivables: Revenue from prepayment of receivables (a) Present value adjustment expenses (b) Total Exchange rate changes, net (c) Total (15.953) 06/30/2012 (5,680)
(846) (21,473)
(2,282) (33,437)
(a)
Revenue from the prepayment of receivables for the six month periods ended June 30, 2013 and 2012 and quarters ended June 30, 2013 and 2012 comprises income from the transaction volume for the six month periods and quarters then ended. As described in note 5.(a), the fair value adjustment recorded in the consolidated interim financial information was calculated on the prepayment receivables. The assumptions adopted for the calculation are as follows: Interest rates use were the same contractors on prepayment of receivables from customers. Calculations were carried out separately, discounting cash flows for each recorded receivable. The Companys Management recognized the fair value adjustment of accounts receivable balance in view of the materiality of values adjusted, of interest rates and transaction terms. Monthly, Management reviews the assumptions mentioned and the changes are recorded in profit or loss for the year.
(b)
(c)
It follows basically the amount received in U.S. dollars, Visa International Service Association and MasterCard Worldwide relating to transactions with foreign cards, credit and debit cards, and gains and losses originally denominated in foreign currency, represented by:
Company (BR GAAP) Quarter: 06/30/2013 Exchange rate changes, net: Revenue Expense Total 06/30/2012 Six month period: 06/30/2013 Quarter: 06/30/2012 Consolidated (IFRS and BR GAAP) Six month period: 06/30/2013 06/30/2012
06/30/2012 06/30/2013
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
29
30
Insurance
As of June 30, 2013, the Company has the following insurance agreements:
Type Civil liability and Directors and Officers Nominated risks (fire, windstorm and smoke, electrical damages, electronic equipment, theft and flood) Loss of profits Vehicles POS equipment warehousing POS equipment transportation Insured amount 105,000 28,271 13,925 1,258 146,828 1,250,518
31
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
The Extraordinary General Meeting held in April 2011 approved the changes in the fourth and fifth grants and the following changes to the plan: possibility of eligible employees choosing a stock option plan, a restricted stock plan or a combination of both; exercise of 50% of the options and/or restricted shares after two years and 50% after three years. In addition, the Board of Directors meeting held on February 29, 2012 approved the Companys Management retention plan under the Restrict Shares program, limited to the amount of R $ 5,800. The purpose of this program is to minimize the risks for the Companys business arising from the loss of Management members and enhance the commitment of such members to long-term results. The Management retention program is effective for two years and the shares granted will be donated to the executives who remain in the Company at the end of the program.
Number of shares Bonus 2012 68,717 40,505 163,314 262,413 19,369 554,318 Bonus 2013 5,344 11,462 71,403 273,433 189,146 23,246 14,149 588,183 Exercise price (R$ per share) 23.68 35.32 33.33 26.05 44.48 Fair Value of Options (R$ per share) 10.43 13.75 13.38 12.48 18.34 52.28 52.46
Grant date July 2009 September 2009 July 2010 July 2011 July 2012 February 2012 (Restrict shares) February 2013 (Restrict shares) Total
In 2013, the fair value of the options was measured using the Black & Scholes pricing model. In the previous years, the Company used the binomial methodology, based on the following economic assumptions:
Grating date July and September 2009 Dividend yield Share price volatility Vesting period 6.66% 36.67% 4 years
The fair value is allocated to profit or loss for the six month period with a contra entry to the capital reserve on a straight-line basis over a term of up to 24 and 36 months. In the six month period ended June 30, 2013, expenses totaled R$8,651 (R$5,374 as of June 30, 2012), recorded in line item Personnel expenses, and 132,806 shares were exercised in the amount of R$1,314 for the six month period ended June 30, 2013 (478,043 shares in the amount of R$12,599 for the six month period ended June 30, 2012), and the total shares granted was recorded in line item Capital reserve in equity as of June 30, 2013 in the amount of R$7,083 (R$5,234 as of June 30, 2012). Additionally, in the quarter ended June 30, 2013 was recognized expense of R $ 4,447 (R$ 3,320 in the quarter ended June 30, 2012), recorded in line item "Personnel expenses".
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
32
a.
Employee Benefits
Pension Plan
The Company contributes monthly to a defined contribution pension plan (PGBL) for its employees, and contributions made during the six month period ended June 30, 2013, amounted to R$3,282 (R$3,369 as of June 30, 2012), recorded under line items Cost of services and Personnel expenses. Additionally, in the quarter ended June 30, 2013, the Company incurred expenses of contributions amounting to R$ 1,377 (R$ 1,702 in the quarter ended June 30, 2012), recorded in line items "Cost of services" and "Personnel expenses".
b.
Others benefits
Besides the benefit of pension plan the company and its subsidiaries offer their employees, which include: health insurance, dental care, life insurance and personal accident and professional training, the amount of these expenses totaled R$ 8,181 in the six month period ended June 30, 2013 (R$ 6,717 as of June 30, 2012). Additionally, in the quarter ended June 30, 2013, the Company and its subsidiaries incurred expenses of R$ 5,082 (R$ 2,499 in the quarter ended June 30, 2012).
33
Noncash Transactions
Company (BR GAAP) Six month period 06/30/2013 Acquisition of POS equipment through new Finame loans Exchange rate changes on net foreign investments Adjustment of deferred tax assets performed to the opening balance of Me-S and recognized as an adjustment to goodwill Mandatory minimum dividends and interest on own capital proposed Provision of withholding tax on interest on capital Exchange rate changes on borrowings and financing 161,076 53,743 582,105 7,410 80,887 06/30/2012 96,298 Consolidated (IFRS and BR GAAP) Six month period 06/30/2013 161,076 6,222 582,105 7,410 150,070 06/30/2012 96,298 -
34
Segment Reporting
The Company has a single business segment, which is reported consistently with the internal reports provided to the Chief Operating Decision-Maker - CODM. This segment derives from the provision of services related to the capture and processing of credit and debit card transactions, other payment means and related services. With regard to information on geographical area, the Company conducts transactions in Brazil and in the United States of America through its subsidiaries Me-S and Cielo USA. Summarized financial data for those subsidiaries is disclosed in Note 3.
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Cielo S.A. and Subsidiaries Consolidated and individual interim financial information for the three and six month periods ended June 30, 2013
35
77
DEAR SHAREHOLDERS:
We present the performance analysis and interim financial information of Cielo S.A. (Company) and subsidiaries for the quarter ended June 30, 2013, and the Independent Accountants Report on Review of Interim Financial Information. The Companys financial statements are presented in accordance with IFRS (International Financial Reporting Standards) issued by IASB (International Accounting Standards Board) and in accordance with Brazilian accounting practices, in consonance with CPC 21 - Demonstrao Intermediria and IAS 34 - Interim Financial Reporting.
HIGHLIGHTS
Transaction financial volume totaled R$104.7 billion, up 14.1% year-on-year or R$12.9 billion; Net Operating Revenue of R$1,604.5 millions, up 28.9% or R$359.5 million year-on-year and increase of 3.7% or R$58.0 million quarter-on-quarter; EBITDA of R$859.1 million, up 22.0% or R$154.7 million year-on-year and decrease of 1.8% or R$15.4 million quarter-on-quarter; EBITDA margin at 53.5%, down 3.1 p.p. year-on-year and 3.0 p.p. quarter-on-quarter;
Cielos net income totaled R$623.3 million, up 13.6% or R$74.5 million year-on-year and down 2.7% or R$17.5 million quarter-on-quarter;
OPERATING PERFORMANCE
TRANSACTION FINANCIAL VOLUME In 2Q13, Cielo captured 1.416 billion transactions, up 10.4% over 2Q12 and 4.3% over 1Q13. Transaction financial volume totaled R$104.7 billion, up 14.1% when compared with the R$91.7 billion in the same period of 2012, and up 5.9% in relation to 1Q13. The transaction financial volume specifically with credit cards totaled R$65.7 billion in 2Q13, up 12.1% year-on-year and 3.7% quarter-on-quarter. With debit cards, transaction financial volume totaled R$39.0 billion in 2Q13, up 17.8% as compared with the same period of the previous year and 9.9% over the previous quarter.
POINTS OF SALE MERCHANT AND EQUIPMENT BASE The number of Points of Sale Merchants, totaled 1.37 million at the end of 2Q13, up 8.4% year-onyear and 2.5% quarter-on-quarter. Points of Sale Merchants are those that have made at least a single transaction in the last 60 days.
Points of Sale Merchants Points of Sale Merchants 60 days ('000) 2Q13 1,370 2Q12 1,264 1Q13 1,336 2Q13 X 2Q12 2Q13 X 1Q13 8.4% 2.5%
The installed POS equipment base expanded 9.9% over the same period of the previous year and 0.3% over 1Q13. In this quarter, the POS equipment base remained practically stable quarter-onquarter due to the optimization of our supply chain in accelerating the uninstallation process and equipment recycling. WiFi / GPRS equipment ended 2Q13 representing 52% of the installed base.
POS Terminals # Installed POS (thousand) % Wireless 2Q13 1,742 52% 2Q12 1,586 42% 1Q13 1,738 49% 2Q13 X 2Q12 9.9%
9.7 p.p
FINANCIAL PERFORMANCE
COMPARISON FOR THE QUARTER ENDED JUNE 30, 2013 AND MARCH 31, 2013 NET OPERATING REVENUE The Company and its subsidiaries net revenue from capture, transmission, processing and transaction settlement services for transactions with credit and debit cards, POS rental and other revenues increased R$58.0 million, or 3.7%, compared to R$1,546.5 million in 1Q13. The increase in net revenues is related to the expansion of the Company business and to the impact of the dollar appreciation in U.S. generated revenue.
COST OF SERVICES PROVIDED The cost of services provided increased R$45.9 million, or 8.1%, to R$609.9 millions in 2Q13, compared to R$564.0 in 1Q13. This increase was chiefly due to the following: (i) Increase of R$24.3 million due to increased logistics and processing services costs, especially related to equipment maintenance and activation after versions upgrades, exchange of discontinued equipment and increase in the number of terminal maintenance; Increase of R$8.0 million in costs of subsidiaries, chiefly by the subsidiary Merchant eSolutions due to the average dollar appreciation against the real; Increase of R$7.4 million due to the higher transaction volume; and
(ii) (iii)
(iv)
Increase of R$6.2 million from depreciation of POS terminals, chiefly explained by the increase in the total base and the change in the equipment mix with more wireless terminals.
OPERATING EXPENSES Operating expenses rose R$34.0 million, or R$16.8%, to R$ 235.5 million in 2Q13 as compared to R$201.5 million in 1Q13. The main variations are: Personnel Expenses. Personnel expenses increased 19.0% or R$10.4 million to R$65.2 million in 2Q13, compared to R$54.8 million in 1Q13. This increase is mainly due to adjustment to the provision for profit sharing relative to 2013 occurred in 2Q13, and also the reversal of a provision for profit sharing relative to 2012, occurred in 1Q13. General and Administrative Expenses. General and administrative expenses were up 20.8% or R$12.3 million, to R$70.8 million in 2Q13, compared to R$58.5 million in 1Q13. This variation was due to higher spending on professional services in 2Q13 specially those related to new project/services creation and corporate systems development. Sales and marketing expenses. Sales and marketing expenses decreased 7.8% or R$4.2 million from the R$54.7 million in 1Q13 to R$50.5 million in 2Q13. This variation is due to the lower sales and marketing initiatives shared with issuing banks in 2Q13 as compared to the previous quarter. Equity Equivalence. Equity equivalence variation was R$1.7 million, from a revenue of R$0.4 million in 2Q13 to R$1.3 million expense in 1Q13, this increase is primarily due to the results of subsidiary Orizon in 2Q13. Other Net Operating Expenses. Other net operating expenses increased R$17.2 million or 53.6%, to R$49.4 million in 2Q13, or R$32.2 million compared to 1Q13. The increase is chiefly related to impairment of goodwill from Paggo in the amount of R$30.5 million.
FINANCIAL RESULT Financial income totaled R$186.6 million in 2Q13, compared to 1Q13, when the result totaled R$185.0 million, there was a 0.9% increase. Financial revenues. Financial revenue increased R$0.6 million or 15.0% to R$4.6 million in 2Q13, as compared to R$4.0 million in 1Q13. Financial expenses. Financial expenses increased R$19.2 million or 43.3% to R$63.8 million in 2Q13, compared to R$44.6 million in 4Q12, mainly due to the interest from increased prepayment of receivables operations with issuers in 2Q13. Prepayment of receivables and adjustment to present value. Revenue from prepayment of receivables net of the adjustment to present value increased R$20.6 million or 9.1% to R$245.9 million in 2Q13, compared to R$225.3 million in 1Q13, mainly due to the continuous product expansion. 3
COMPARISON FOR THE QUARTER ENDED JUNE 30, 2013 AND JUNE 30, 2012
NET OPERATING REVENUE The Company and its subsidiaries net revenue from capture, transmission, processing and transaction settlement services for transactions with credit and debit cards, POS rental and other revenues increased R$359.4 million, or 28.9%, to R$1,604.5 million in 2Q13, as compared to R$1,245.1 million in 2Q12. This increase is substantially due to the consolidation of the financial statements of Merchant e-Solutions (Me-S), started from 4Q12, and the expansion of the Companys business.
COST OF SERVICES PROVIDED The cost of services provided increased R$214.1 million or 54.1% to R$609.9 million in 2Q13, as compared to R$395.8 million in 2Q12. This increase was chiefly due to the following: (i) Increase of R$147.0 million due to the increased costs of subsidiaries, mainly impacted by the consolidation of Me-S which began in 4Q12, and therefore not considered in 2Q12; Increase of R$20.0 million due to higher depreciation and amortization costs, chiefly explained by the amortization of intangible related to the Cielo Inc. consolidation, as well as by the increase in the total base and change in the equipment mix with more wireless terminals; R$18.5 million growth due to the higher transaction volume; Increase of R$18.1 million in brand fees from the increased number of transactions; among others.
(ii)
(iii) (iv)
OPERATING EXPENSES Operating expenses increased R$15.7 million or 7.1% to R$235.5 million in 2Q13, compared to R$219.8 million in the same period of 2012. Operating expenses increased primarily due to the consolidation of Me-S financial statements as of 4Q12. The main variations are: Personnel expenses. Personnel expenses have increased by 32.2% or R$15.9 million to R$65.2 million in 2Q13, compared to R$49.3 million in 2Q12. This variation is mainly due to the Me-S consolidation, the adjustment to the provision for profit sharing relative to 2013, and the adjustment in wages established by the collective agreement. General and Administrative Expenses. General and administrative expenses increased 23.2% or R$13.3 million to R$70.8 million in 2Q13, compared to R$57.5 million in 2Q12. The variation was chiefly the result of the Me-S consolidation as of 1Q12. 4
Sales and marketing expenses. Sales and marketing expenses decreased 34.8% or R$26.9 million, to R$50.5 million in 2Q13, as compared to R$77.4 million in 2Q12, to the decrease in campaigns held with partners (franchises and brands) and to the decrease in sales and marketing shared initiatives made in partnership with the issuing banks in 2Q13. Equity Equivalence. Equity equivalence increased R$0.2 million, to R$0.4 million revenue in 2Q13, compared to R$0.2 million revenue in 2Q12, thanks to the better results of subsidiary Orizon in 2Q13. Other Net Operating Expenses. Other net operating expenses increased R$13.6 million or 37.9%, to R$49.4 million in 2Q13, compared to the R$35.8 million in 2Q12. The increase is chiefly related to impairment of goodwill from Paggo in the amount of R$30.5 million.
FINANCIAL RESULT Financial income totaled R$186.6 million in 2Q13, down 1.1% as compared to R$188.6 million in 2Q12. Financial revenues. Financial revenue decreased R$1.0 million or 16.7% to R$4.6 million in 2Q13, compared to R$5.6 million in 2Q12. Financial expenses. Financial expenses increased R$36.8 million, or 136.6% from R$27.0 million in 2Q12 to R$63.8 million in 2Q13. This variation is mainly due to the increase in prepayment of receivables with issuer banks and appropriation of interest on new loans and financing, essentially higher Finame loans and the bond issue by Cielo and subsidiary Cielo USA. Prepayment of receivables and adjustment to present value. Revenue from prepayment of receivables net of the adjustment to present value increased R$36.9 million or 17.7% to R$245.9 million in 2Q13, compared to R$209.0 million in 2Q12, mainly due to the continuous product expansion.
EBITDA
EBITDA corresponds to net income, plus depreciation and amortization, income tax and social contribution and financial income/expenses. It should be noted that, for this calculation, the share of minority shareholders is added to the parent company's net income.
EBITDA ( R$ million) Cielo Net Income Shareholders other than Cielo S.A. Financial Income Income Tax and Social Contribution Depreciation and Amortization EBITDA % EBITDA Margin 2T13 623.3 0.8 (186.6) 321.6 100,0 859.1 53.5% 2T12 548.9 1.7 (188.6) 267.4 75,0 704.4 56.6% 1T13 640.9 2.2 (185.0) 323,0 93.5 874.5 56.5%
EBITDA is not financial performance measurements recognized under Brazilian GAAP, IFRS or U.S. GAAP and should not be considered individually as an alternative to net income, an operating performance measurement or as an alternative to operating cash flow or as a measurement of liquidity. EBITDA present limitations that impair their use as a measurement of the Company's profitability since they do not take into consideration certain costs and expenses that result from the Company's business that could have a significant effect on its net income, such as financial expenses, taxes, depreciation, capital expenses and other related charges. Despite these considerations, the Company's Board believes that EBITDA is important parameters for investors as they provide relevant information on our operating results and the segments profitability.
CORPORATE GOVERNANCE
The Company has adopted a responsible, transparent, ethical stance in managing its businesses and seeks to improve its corporate governance standards according to best market practices in order to preserve shareholders' rights through equal, clear and open treatment. Cielo has a Board of Directors comprised of 10 members (two independent members) and a Fiscal Council with three members. Besides these corporate bodies, advisory committees were established to make recommendations on business strategy, including long-term strategies, Company performance, and oversight and monitoring of the adopted measures. Currently, besides the Audit Committee, which is provided for in the bylaws, the following advisory committees have been instated: Finance, Personnel and Corporative Governance. The Company has Information Disclosure and Trading polices, as well as a Code of Ethics, which establishes standards of conduct in relationships with all stakeholders: employees, clients, suppliers, investors, regulatory bodies, society and governments.
INDEPENDENT AUDITORS
As required by CVM Instruction n 381/03, we inform that during the second quarter of 2013 the Company contracted KPMG independent audit services. The Companys policy for contracting independent accountant services ensures there is no conflict of interest, loss of independence or objectivity. In accordance with internationally accepted principles, these principles consist of: (a) an auditor should not audit its own work, (b) an auditor should not perform management functions on behalf of its client and (c) an auditor should not seek its clients interests. In 2013 neither the independent auditors nor its parties rendered the Company services that were not related to audit.
The information in the performance analysis related to EBITDA, EBITDA margin, financial volume and number of transactions, discount rate, industry and sector information, net revenue contributions, number of employees, total investments, and managerial revenue have not been reviewed by the independent accountants on June 30, 2013.