Exhibit 99.1
Data Solutions Serviços
de Informática Ltda.
Financial Statements for the Years Ended
December 31, 2012, 2011 and 2010 and
Independent Auditor’s Report
Deloitte Touche Tohmatsu Auditores Independentes
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Deloitte Touche Tohmatsu
Rua Alexandre Dumas, 1.981
04717-906 - São Paulo - SP Brasil
Telefone: (11) 5186-1000
Fac-símile: (11) 5181-2911
www.deloitte.com.br
INDEPENDENT AUDITOR’S REPORT
To the Quotaholders, Directors and Management of
Data Solutions Serviços de Informática Ltda.
São Paulo - SP
We have audited the accompanying financial statements of Data Solutions Serviços de Informática Ltda. (the “Company”), which comprise the balance sheets as of December 31, 2012, 2011 and 2010, and the related statements of income (loss), comprehensive income (loss), changes in equity and cash flows for the years ended December 31, 2012 and 2011 and the related notes to the financial statements.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards - IFRS, as issued by the International Accounting Standards Board - IASB; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America - U.S. GAAS. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www. deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its members firms.
© Deloitte Touche Tohmatsu. All rights reserved.
Deloitte Touche Tohmatsu
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Data Solutions Serviços de Informática Ltda. as of December 31, 2012, 2011 and 2010 and the results of their operations and their cash flows for the years ended December 31, 2012 and 2011 in conformity with IFRS as issued by IASB.
Emphasis of matters
| a) | The Company recorded significant losses in the year ended December 31, 2012, and its equity deficiency as of December 31, 2012 totaled R$l1,067,874. As mentioned in Note 1, if cash flows are not sufficient to meet the Company’s obligations, its parent company will contribute funds as required. Accordingly, the financial statements have been prepared under the assumption that the parent company will make financial contributions, if required, to support the continuity of the Company’s operations. Our opinion is not qualified in respect to this matter. |
| b) | As mentioned in Note 1, on December 26, 2012, Singida Participações Ltda., a holding company indirectly owned by TransUnion Corp., a US Corporation, signed an agreement to acquire an 80% controlling interest in the Company. The Company was acquired by TransUnion Corp. on March 1, 2013. Our opinion is not qualified in respect of this matter. |
São Paulo, April 19, 2013
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DELOITTE TOUCHE TOHMATSU
Auditores Independentes
© 2013 Deloitte Touche Tohmatsu. All rights reserved.
2
DATA SOLUTIONS SERVIÇOS DE INFORMÁTICA LTDA.
BALANCE SHEETS AS OF DECEMBER 31, 2012, 2011 AND 2010
(In Brazilian reais - R$)
| | | | | | | | | | | | | | | | |
ASSETS | | Note | | | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
CURRENT ASSETS | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 3 | | | | 146,898 | | | | 288,125 | | | | 801,447 | |
Trade receivables, net | | | 4 | | | | 1,455,699 | | | | 1,852,531 | | | | 595,652 | |
Recoverable taxes | | | | | | | 2,148 | | | | 2,027 | | | | 70 | |
Other assets | | | | | | | 52,719 | | | | 23,947 | | | | 20,442 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | | | | | 1,657,464 | | | | 2,166,630 | | | | 1,417,611 | |
| | | | | | | | | | | | | | | | |
NONCURRENT ASSETS | | | | | | | | | | | | | | | | |
Property and equipment, net | | | 5 | | | | 388,583 | | | | 452,905 | | | | 338,866 | |
Intangible assets, net | | | 6 | | | | 141,141 | | | | 28,363 | | | | 23,352 | |
| | | | | | | | | | | | | | | | |
Total noncurrent assets | | | | | | | 529,724 | | | | 481,268 | | | | 362,218 | |
| | | | | | | | | | | | | | | | |
TOTAL ASSETS | | | | | | | 2,187,188 | | | | 2,647,898 | | | | 1,779,829 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND QUOTAHOLDERS’ EQUITY (NET DEFICIENCY) | | Note | | | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Trade payables | | | 7 | | | | 108,434 | | | | 151,212 | | | | 78,338 | |
Financing | | | 8 | | | | 83,053 | | | | 119,937 | | | | 68,102 | |
Payroll, accrued vacations and related charges | | | 9 | | | | 573,678 | | | | 328,594 | | | | 223,995 | |
Taxes payable | | | 10 | | | | 449,891 | | | | 458,042 | | | | 247,723 | |
Related parties | | | 11 | | | | 1,107 | | | | 970 | | | | 908 | |
Advances from customers | | | 12 | | | | — | | | | 200,000 | | | | — | |
Other payables | | | | | | | 22,019 | | | | 18,800 | | | | 17,000 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | | | | | 1,238,182 | | | | 1,277,555 | | | | 636,066 | |
| | | | | | | | | | | | | | | | |
NONCURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Financing | | | 8 | | | | 75,880 | | | | 102,181 | | | | 106,541 | |
Provision for risks | | | 14 | | | | 11,941,000 | | | | 4,986,000 | | | | 2,970,000 | |
| | | | | | | | | | | | | | | | |
Total noncurrent liabilities | | | | | | | 12,016,880 | | | | 5,088,181 | | | | 3,076,541 | |
| | | | | | | | | | | | | | | | |
QUOTAHOLDERS’ EQUITY (NET DEFICIENCY) | | | | | | | | | | | | | | | | |
Capital | | | 15.a | ) | | | 500,000 | | | | 500,000 | | | | 500,000 | |
Accumulated losses | | | | | | | (11,567,874 | ) | | | (4,217,838 | ) | | | (2,432,778 | ) |
| | | | | | | | | | | | | | | | |
Total quotaholders’ equity (net deficiency) | | | | | | | (11,067,874 | ) | | | (3,717,838 | ) | | | (1,932,778 | ) |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND QUOTAHOLDERS’ EQUITY (NET DEFICIENCY) | | | | | | | 2,187,188 | | | | 2,647,898 | | | | 1,779,829 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
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DATA SOLUTIONS SERVIÇOS DE INFORMÁTICA LTDA.
STATEMENTS OF INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
(In Brazilian reais - R$)
| | | | | | | | | | | | |
| | Note | | | 12.31.2012 | | | 12.31.2011 | |
NET REVENUE | | | 17 | | | | 12,585,485 | | | | 10,309,264 | |
COST OF SERVICES | | | 18 | | | | (2,125,255 | ) | | | (1,864,531 | ) |
| | | | | | | | | | | | |
GROSS PROFIT | | | | | | | 10,460,230 | | | | 8,444,733 | |
| | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | |
Sales expenses | | | 18 | | | | (621,770 | ) | | | (599,155 | ) |
General and administrative expenses | | | 18 | | | | (4,660,206 | ) | | | (3,335,293 | ) |
Other operating expenses | | | 18 | | | | (6,800,543 | ) | | | (1,709,662 | ) |
| | | | | | | | | | | | |
Total operating expenses | | | | | | | (12,082,519 | ) | | | (5,644,110 | ) |
| | | | | | | | | | | | |
OPERATING INCOME (LOSS) BEFORE FINANCE INCOME (EXPENSES) | | | | | | | (1,622,289 | ) | | | 2,800,623 | |
| | | | | | | | | | | | |
FINANCE INCOME (EXPENSES) | | | | | | | | | | | | |
Finance income | | | 19 | | | | 66,124 | | | | 107,897 | |
Finance expenses | | | 19 | | | | (528,041 | ) | | | (413,052 | ) |
| | | | | | | | | | | | |
| | | | | | | (461,917 | ) | | | (305,155 | ) |
| | | | | | | | | | | | |
OPERATING INCOME (LOSS) BEFORE INCOME TAXES | | | | | | | (2,084,206 | ) | | | 2,495,468 | |
INCOME TAXES | | | | | | | | | | | | |
Current | | | 16 | | | | (1,450,830 | ) | | | (1,200,878 | ) |
| | | | | | | | | | | | |
NET INCOME (LOSS) FOR THE YEAR | | | | | | | (3,535,036 | ) | | | 1,294,590 | |
| | | | | | | | | | | | |
BASIC AND DILUTED EARNINGS (LOSS) PER QUOTA - R$ | | | 20 | | | | (7.07 | ) | | | 2.59 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
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DATA SOLUTIONS SERVIÇOS DE INFORMÁTICA LTDA.
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
(In Brazilian reais - R$)
| | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | |
NET INCOME (LOSS) FOR THE YEAR | | | (3,535,036 | ) | | | 1,294,590 | |
OTHER COMPREHENSIVE INCOME | | | — | | | | — | |
| | | | | | | | |
COMPREHENSIVE INCOME (LOSS) FOR THE YEAR | | | (3,535,036 | ) | | | 1,294,590 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
5
DATA SOLUTIONS SERVIÇOS DE INFORMÁTICA LTDA.
STATEMENTS OF CHANGES IN QUOTAHOLDERS’ EQUITY (NET DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
(In Brazilian reais - R$)
| | | | | | | | | | | | | | | | |
| | Note | | | Capital | | | Accumulated losses | | | Total | |
BALANCES AS OF DECEMBER 31, 2010 | | | | | | | 500,000 | | | | (2,432,778 | ) | | | (1,932,778 | ) |
Dividends | | | 15.b | ) | | | — | | | | (3,079,650 | ) | | | (3,079,650 | ) |
Net income for the year | | | | | | | — | | | | 1,294,590 | | | | 1,294,590 | |
| | | | | | | | | | | | | | | | |
BALANCES AS OF DECEMBER 31, 2011 | | | | | | | 500,000 | | | | (4,217,838 | ) | | | (3,717,838 | ) |
Dividends | | | 15.b | ) | | | — | | | | (3,815,000 | ) | | | (3,815,000 | ) |
Net loss for the year | | | | | | | — | | | | (3,535,036 | ) | | | (3,535,036 | ) |
| | | | | | | | | | | | | | | | |
BALANCES AS OF DECEMBER 31, 2012 | | | | | | | 500,000 | | | | (11,567,874 | ) | | | (11,067,874 | ) |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
6
DATA SOLUTIONS SERVIÇOS DE INFORMÁTICA LTDA.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
(In Brazilian reais - R$)
| | | | | | | | | | | | |
| | Note | | | 12.31.2012 | | | 12.31.2011 | |
CASH FLOW FROM OPERATING ACTIVITIES | | | | | | | | | | | | |
Net income (loss) for the year | | | | | | | (3,535,036 | ) | | | 1,294,590 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 18 | | | | 169,028 | | | | 120,041 | |
Allowance for doubtful accounts | | | 18 | | | | 167,983 | | | | 44,866 | |
Interest on financing | | | 8 | | | | 19,272 | | | | 17,311 | |
Income taxes | | | | | | | 1,450,830 | | | | 1,200,878 | |
Provision for risks | | | 14 | | | | 6,955,000 | | | | 2,016,000 | |
Decrease (increase) in operating assets: | | | | | | | | | | | | |
Trade receivables | | | | | | | 228,849 | | | | (1,301,745 | ) |
Recoverable taxes | | | | | | | (121 | ) | | | (1,957 | ) |
Other assets | | | | | | | (28,772 | ) | | | (3,505 | ) |
Increase (decrease) in operating liabilities: | | | | | | | | | | | | |
Trade payables | | | | | | | (42,778 | ) | | | 72,874 | |
Payroll, accrued vacations and related charges | | | | | | | 245,084 | | | | 104,599 | |
Taxes payable | | | | | | | (284,340 | ) | | | (146,599 | ) |
Related parties | | | | | | | 137 | | | | 62 | |
Advances from customers | | | | | | | (200,000 | ) | | | 200,000 | |
Other payables | | | | | | | 3,219 | | | | 1,800 | |
| | | | | | | | | | | | |
Cash provided by operating activities | | | | | | | 5,148,355 | | | | 3,619,215 | |
Income taxes paid | | | | | | | (1,174,641 | ) | | | (843,960 | ) |
Interest on financing paid | | | 8 | | | | (18,469 | ) | | | (16,590 | ) |
| | | | | | | | | | | | |
Net cash provided by operating activities | | | | | | | 3,955,245 | | | | 2,758,665 | |
| | | | | | | | | | | | |
CASH FLOW FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
Dividends paid | | | 15.b | ) | | | (3,815,000 | ) | | | (3,079,650 | ) |
Payment of financing | | | 8 | | | | (281,472 | ) | | | (192,337 | ) |
| | | | | | | | | | | | |
Net cash used in financing activities | | | | | | | (4,096,472 | ) | | | (3,271,987 | ) |
| | | | | | | | | | | | |
DECREASE IN CASH AND CASH EQUIVALENTS | | | | | | | (141,227 | ) | | | (513,322 | ) |
| | | | | | | | | | | | |
Cash and cash equivalents at the beginning of year | | | | | | | 288,125 | | | | 801,447 | |
Cash and cash equivalents at the end of year | | | | | | | 146,898 | | | | 288,125 | |
| | | | | | | | | | | | |
DECREASE IN CASH AND CASH EQUIVALENTS | | | | | | | (141,227 | ) | | | (513,322 | ) |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
7
DATA SOLUTIONS SERVIÇOS DE INFORMÁTICA LTDA.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
(In Brazilian reais - R$, unless otherwise stated)
Data Solutions Serviços de Informática Ltda. (“Company” or business name “ZipCode”), located in the city of São Paulo, Brazil, was established on March 14, 2002. The Company is mainly engaged in the following businesses and activities: (a) bureau of registry information about individuals and enterprises, (b) services of search of information in databases, (c) development of databases of individuals and companies, and (d) access to its search software of databases throughout the Internet.
The Company’s headquarter is located at Rua Joaquim Floriano, 413, 3rd floor, Itaim Bibi, City of São Paulo, State of São Paulo, Brazil.
On December 26, 2012, Singida Participações Ltda., a holding company indirectly owned by TransUnion Corp., a US Corporation, signed an agreement to acquire 80% of controlling interest in the Company. TransUnion Corp. acquired the Company on March 1, 2013.
As determined by the share purchase agreement, the parties constituted an escrow account [on date] in favor of Singida Participações Ltda. to cover contingencies that result in a cash disbursement by the Company. The escrow account amounts to R$7,000,000.
In the event that the Company lacks funds to maintain its operations, or in case of any cash disbursements relating to contingencies in excess of the escrow account, TransUnion Corp., by means of its subsidiaries, will contribute with necessary funds.
2. | SIGNIFICANT ACCOUNTING POLICIES |
| 2.1. | Declaration of conformity |
The Company’s financial statements are prepared in accordance with International Financial Reporting Standards—IFRS as issued by International Accounting Standards Board—IASB and have been prepared to comply with the requirements of Rule 3-09 of Regulation S-X of its quotaholder, TransUnion Corp., to be included in its Form 10-K. The Company applied the accounting policies set forth in this note for all periods presented.
The financial statements for the year ended December 31, 2012 are the first to be presented in conformity with the IFRSs. The Company applied the accounting policies set out in this note for all periods presented, which includes the balance sheet as of the transition date, defined as January 1, 2010. For the measurement of the adjustments of the opening balances and in preparing the balance sheet as of the transition date, the Company considered the mandatory exceptions and certain optional exemptions to the retrospective application prescribed by IFRS 1. However, no differences were identified between IFRS and the accounting practices adopted in Brazil.
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Data Solutions Serviços de Informática Ltda.
The financial statements have been prepared based on historical cost, unless otherwise stated. The historical cost is generally based on the fair value of the consideration paid in exchange for assets on the transaction date.
The preparation of financial statements in accordance with IFRS requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses of the Company, and disclose information on its financial statements. The results of these transactions and events, when ultimately realized in subsequent periods, may differ from these estimates.
The main estimates related to the financial statements refer to the credit risk evaluation to determine the allowance for doubtful accounts, useful lives of property and equipment items and its impairment and provisions for risks. Settlement of the transactions involving these estimates may have results that could differ from those recorded in the financial statements due to the inaccuracies inherent to the estimates. The Company reviews its estimates at least annually.
Revenues are recognized only after the service is provided, the amount of revenue is measured reliably and it is probable that the benefit will flow to the Company. The advances from services provided are recorded in line item “Advances from customers” and recognized as revenues when the services are effectively provided.
Our revenue derives mainly from the following activities:
Automation online software that queries Company’s database, which contains public records information of consumers and businesses, and also performs online consultations of other public sites.
Service that helps the Company’s clients to send automated e-mails by means of a software to addresses existing in their own databases and/or Company’s database.
Clients provide a specific database to be enriched with complementary data searched online or in the Company’s database.
Acquisition of a specific customized database directly from the Company.
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Data Solutions Serviços de Informática Ltda..
Refers to services relating to processing, treatment, customization, modification and/or generation of databases as requested by clients.
Customized consultation of online public available data on different websites to deliver a single and periodic file containing the information requested by clients, utilizing other proprietary tools than ZipOnline.
| 2.5. | Earnings (loss) per quota |
The basic earnings (loss) per quota are calculated by the division of the income (loss) attributable to the Company’s quotaholders by the weighted average number of common quotas issued in the year. The Company does not have any potentially dilutive instruments.
| 2.6. | Functional and reporting currency |
The items included in the Company’s financial statements are measured using the currency of the main economic environment in which the Company operates (“functional currency”). The financial statements are presented also in Brazilian reais - R$, which is the Company’s functional currency and its reporting currency.
| 2.7. | Cash and cash equivalents |
Include cash, bank accounts and highly-liquid short-term investments with maturities equal to or below 90 days, which have an insignificant risk of change in value, stated at cost plus interest earned. Cash and cash equivalents are classified as loans and receivables and their income is recorded in profit or loss for the period, as described in Note 3.
| 2.8. | Financial assets and financial liabilities |
Receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market. Receivables, including trade receivables and other, are measured at amortized cost using the effective interest method, less any impairment losses.
Financial liabilities are measured at the amortized cost using the effective interest method.
Interest income and expenses are recognized under the effective interest method.
Stated at the original amounts of trade receivables for the services provided to individuals and enterprises. The allowance for doubtful accounts is recognized in an amount considered by Management as sufficient to cover probable losses on the collection of receivables.
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Data Solutions Serviços de Informática Ltda.
| 2.10. | Property and equipment |
Carried at acquisition cost less accumulated depreciation.
Depreciation is recognized on a straight-line basis over the estimated useful life of each asset, so that cost less its residual value after its useful life is fully written off. The estimated useful lives, the residual values, and the depreciation methods are reviewed at the end of the reporting period, and the effects from any change in estimates are recorded prospectively.
The Company reviewed the useful lives of its assets and concluded that the depreciation rates used are consistent with its operations as of December 31, 2012 and 2011.
Intangible assets acquired separately with finite useful lives are carried at cost less accumulated amortization and impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
| 2.12. | Impairment of tangible and intangible assets |
At the end of each year, the Company reviews the carrying amount of its tangible and intangible assets to determine whether there is any indication that the assets might be impaired. If there is such an indication, the recoverable amount of the asset is estimated to measure the amount of impairment loss, if any.
If the recoverable amount (the higher of value in use and fair value less costs to sell) of an asset is lower than its carrying amount, the carrying amount is written down to its recoverable amount. The impairment losses are immediately recognized in profit or loss.
Trade payables are payables for goods or services acquired from suppliers in the normal course of business.
Financing is initially recognized at fair value, less transaction costs incurred, and subsequently stated at amortized cost. Any difference between the amounts raised (less transaction costs) and the settlement amount is recognized in the statement of income during the period in which the borrowings remain outstanding, using the effective interest rate method.
Recognized when the Company has a current legal or constructive obligation as a result of past events, it is probable that an outflow of funds will be required to settle the obligation and its value can be reliably estimated based on the historical losses, taking into account the risks and uncertainties surrounding the obligation.
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Data Solutions Serviços de Informática Ltda..
The provision is measured at the present value of the expenditures required to settle the obligation, using a pretax rate that reflects the current market valuations of the time value of money and the obligation-specific risks. The increase in the obligation as a result of the time elapsed is recognized as finance costs.
As of December 31, 2012 and 2011, the main provision recognized by the Company is as follows:
2.15.1 Provision for risks
Recorded for lawsuits assessed by the legal counsel and Company’s Management as probable losses, considering the nature of the lawsuits and legal counsel’s and Management’s experience in similar cases. Provisions have also been recognized for matters classified as legal obligations.
As allowed by the Brazilian tax legislation, on January 31 of each year, the Company elected to use the deemed income regime for tax purposes. Under this regime, tax bases of income tax and social contribution are calculated at the rate of 32% on gross revenues from services and 100% of financial income, on which regular tax rates of 15%, plus a 10% surtax, for income tax and 9% for social contribution are applied. Companies that elect to use the deemed income regime do not record tax losses and do not have temporary differences, and, for this reason, the Company has not recorded deferred taxes for the periods presented. In the event that the Company elects to use the normal tax regime in the future, tax loss carryforwards and temporary differences will arise on a prospective basis.
| 2.17. | New and revised standards and interpretations issued and not yet adopted |
The Company adopted all new standards and interpretations issued and in place by IASB since January 1, 2010 until December 31, 2012.
The Company 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, 2013
| • | | IFRS 10—Consolidated Financial Statements—according to IFRS 10, there is only one consolidation basis, that is, control. In addition, IFRS 10 includes a new definition of control. |
| • | | IFRS 11—Joint Arrangements—considers how a participation agreement in which two or more entities have a joint control should be classified. |
| • | | IFRS 12—Disclosures of Interests in Other Entities—it is a disclosure standard applicable to entities with interest in subsidiaries, joint arrangements, associates and unconsolidated, structured entities. |
| • | | IFRS 13—Fair Value Measurement—provides a single framework for measuring fair value and requires disclosure about fair value measurements. |
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Data Solutions Serviços de Informática Ltda.
| • | | Amendments to IFRS 7—Disclosure—Offsetting Financial Assets and Liabilities - increase the disclosure requirements for transactions involving financial assets. |
| • | | Amendments to IFRS 10, IFRS 11 and IFRS 12—issued to clarify certain transition rules for the first-time adoption of those IFRSs. |
| • | | IAS 19 (revised in 2011)—Employee Benefits—changes the accounting of defined benefit plans and termination benefits. |
| • | | IAS 27 (revised in 2011)—Separate Financial Statements—reflects changes in the accounting of noncontrolling interest (minority) and mainly outlines the accounting of changes in interest in subsidiaries made after control is obtained. |
| • | | IAS 28 (revised in 2011)—Investments in Associates and Joint Ventures—changes aimed to clarify procedures in the application of impairment tests in associates and joint ventures. |
| • | | Amendments to IFRSs—Annual Improvements to the IFRS cycle 2009—2011—include several changes to several IFRSs. Amendments to IFRSs are applicable to annual periods beginning January 1, 2013 or after and include: |
| a) | Amendments to IAS 16—Property—changes to IAS 16 clarify that replacement parts, spare equipment and service equipment must be classified as property as they are in accordance with IAS 16 definition of property and, if not, as inventory. |
| b) | Amendments to IAS 32—Financial Instruments—Presentation—clarify that tax effect of distribution to holders of equity instruments should be accounted for in accordance with IAS 12—Income Taxes. |
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. |
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. |
The Company’s Management considered these new standards and interpretations and does not expect significant effects on the amounts reported arising from the adoption of such standards.
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Data Solutions Serviços de Informática Ltda..
3. | CASH AND CASH EQUIVALENTS |
| | | | | | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Banks - checking account | | | 14,757 | | | | 56,046 | | | | 80,882 | |
Short-term investments (*) | | | 132,141 | | | | 232,079 | | | | 720,565 | |
| | | | | | | | | | | | |
Total | | | 146,898 | | | | 288,125 | | | | 801,447 | |
| | | | | | | | | | | | |
(*) | Bank Certificates of Deposits (CDBs) with average interest of 97% of the Interbank Deposit Rate (CDI), without risk of material changes in value. The investments have daily liquidity and can be withdrawn at any moment. |
| | | | | | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Receivables from services provided | | | 1,747,322 | | | | 1,976,171 | | | | 674,426 | |
Allowance for doubtful accounts | | | (291,623 | ) | | | (123,640 | ) | | | (78,774 | ) |
| | | | | | | | | | | | |
Total | | | 1,455,699 | | | | 1,852,531 | | | | 595,652 | |
| | | | | | | | | | | | |
As of December 31, 2012, 2011 and 2010, the trade receivables aging list is as follows:
| | | | | | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Current | | | 1,378,655 | | | | 1,601,450 | | | | 536,934 | |
Past due: | | | | | | | | | | | | |
Up to 30 days | | | 44,643 | | | | 204,047 | | | | 31,598 | |
31 to 60 days | | | 21,064 | | | | 20,914 | | | | 9,575 | |
61 to 90 days | | | 7,879 | | | | 16,026 | | | | 10,951 | |
91 to 120 days | | | 6,915 | | | | 20,190 | | | | 13,190 | |
121 to 180 days | | | 36,205 | | | | 6,314 | | | | 3,700 | |
Above 181 days | | | 251,961 | | | | 107,230 | | | | 68,478 | |
| | | | | | | | | | | | |
Total | | | 1,747,322 | | | | 1,976,171 | | | | 674,426 | |
| | | | | | | | | | | | |
Allowance for doubtful accounts
Change in allowance for doubtful accounts is as follows:
| | | | |
Balance as of December 31, 2010 | | | 78,774 | |
Allowances recognized in the year | | | 44,866 | |
| | | | |
Balance as of December 31, 2011 | | | 123,640 | |
Allowances recognized in the year | | | 167,983 | |
| | | | |
Balance as of December 31, 2012 | | | 291,623 | |
| | | | |
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Data Solutions Serviços de Informática Ltda.
5. | PROPERTY AND EQUIPMENT, NET |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Annual | | | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
| | depreciation | | | | | | Accumulated | | | | | | | | | | |
| | rate - % | | | Cost | | | depreciation | | | Net | | | Net | | | Net | |
IT and Telecom equipment | | | 20 | | | | 632,270 | | | | (331,610 | ) | | | 300,660 | | | | 373,652 | | | | 295,131 | |
Furniture and fixtures | | | 10 | | | | 109,962 | | | | (22,039 | ) | | | 87,923 | | | | 79,253 | | | | 43,735 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | 742,232 | | | | (353,649 | ) | | | 388,583 | | | | 452,905 | | | | 338,866 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Changes in property and equipment are as follows:
| | | | | | | | | | | | |
| | IT and telecom equipment | | | Furniture and fixtures | | | Total | |
Balances as of December 31, 2010 | | | 295,131 | | | | 43,735 | | | | 338,866 | |
Acquisitions | | | 178,635 | | | | 41,369 | | | | 220,004 | |
Depreciation | | | (100,114 | ) | | | (5,851 | ) | | | (105,965 | ) |
| | | | | | | | | | | | |
Balances as of December 31, 2011 | | | 373,652 | | | | 79,253 | | | | 452,905 | |
Acquisitions | | | 43,348 | | | | 18,496 | | | | 61,844 | |
Depreciation | | | (116,340 | ) | | | (9,826 | ) | | | (126,166 | ) |
| | | | | | | | | | | | |
Balances as of December 31, 2012 | | | 300,660 | | | | 87,923 | | | | 388,583 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Annual | | | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
| | amortization | | | | | | Accumulated | | | | | | | | | | |
| | rate - % | | | Cost | | | amortization | | | Net | | | Net | | | Net | |
Software | | | 30 | | | | 217,765 | | | | (76,624 | ) | | | 141,141 | | | | 28,363 | | | | 23,352 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Changes in intangible assets are as follows:
| | | | |
Balances as of December 31, 2010 | | | 23,352 | |
Acquisitions | | | 19,087 | |
Amortization | | | (14,076 | ) |
| | | | |
Balances as of December 31, 2011 | | | 28,363 | |
Acquisitions | | | 155,640 | |
Amortization | | | (42,862 | ) |
| | | | |
Balances as of December 31, 2012 | | | 141,141 | |
| | | | |
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Data Solutions Serviços de Informática Ltda..
As of December 31, 2012, the balance of trade payables, in the amount of R$108,434 (R$151,212 and R$78,338 as of December 31, 2011 and 2010, respectively), refers to the acquisition of services related to the Company’s common activities, such as communication posting services, software and hardware maintenance and sundry consulting services, among others.
| | | | | | | | | | | | | | | | | | | | |
Domestic | | Average annual interest rate - % | | | Maturity | | | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Banco Bradesco S.A. (*) | | | 12.15 | | | | 2017 | | | | 158,933 | | | | 222,118 | | | | 174,643 | |
| | | | | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | 83,053 | | | | 119,937 | | | | 68,102 | |
Noncurrent | | | | | | | | | | | 75,880 | | | | 102,181 | | | | 106,541 | |
(*) | The amounts outstanding as financing refer to ordinary purchases of fixed assets and intangibles (mainly hardware and software) in the ordinary course of business, with average term of three years at current market interest rates at the time of each transaction. There is no collateral for the financings. |
Covenants
The financing agreements, described above, do not provide for compliance with any financial ratios, such as debt ratios, expenses coverage with interests, etc.
Changes in financing for the years ended December 31, 2012 and 2011
| | | | |
Balance as of December 31, 2010 | | | 174,643 | |
New borrowings | | | 239,091 | |
Payments - principal | | | (192,337 | ) |
Interest paid | | | (16,590 | ) |
Interest accrued | | | 17,311 | |
| | | | |
Balance as of December 31, 2011 | | | 222,118 | |
New borrowings | | | 217,484 | |
Payments - principal | | | (281,472 | ) |
Interest paid | | | (18,469 | ) |
Interest accrued | | | 19,272 | |
| | | | |
Balance as of December 31, 2012 | | | 158,933 | |
| | | | |
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Data Solutions Serviços de Informática Ltda.
The noncurrent portion as of December 31, 2012 matures as follows:
| | | | |
2014 | | | 43,797 | |
2015 | | | 29,398 | |
2016 | | | 2,685 | |
| | | | |
Total | | | 75,880 | |
| | | | |
9. | PAYROLL, ACCRUED VACATIONS AND RELATED CHARGES |
| | | | | | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Accrued vacation and related charges | | | 126,004 | | | | 75,559 | | | | 64,501 | |
Salaries, terminations and indemnities payable | | | 447,674 | | | | 253,035 | | | | 159,494 | |
| | | | | | | | | | | | |
Total | | | 573,678 | | | | 328,594 | | | | 223,995 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Income taxes (IRPJ and CSLL) | | | 367,450 | | | | 371,168 | | | | 199,011 | |
Withholding Income Tax (IRRF) - third parties and employees | | | 11,473 | | | | 6,278 | | | | 8,603 | |
Social Integration Program Tax on Revenue (PIS) | | | 6,804 | | | | 5,726 | | | | 2,515 | |
Social Security Funding Tax on Revenue (Cofins) | | | 31,121 | | | | 26,430 | | | | 11,607 | |
Tax on services (ISS) | | | 33,043 | | | | 48,440 | | | | 25,987 | |
| | | | | | | | | | | | |
Total | | | 449,891 | | | | 458,042 | | | | 247,723 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | | | 2012 | | | 2011 | |
| | Liabilities | | | Liabilities | | | Liabilities | | | Expenses | | | Expenses | |
Payables: | | | | | | | | | | | | | | | | | | | | |
Management salaries | | | 1,107 | | | | 970 | | | | 908 | | | | 614,928 | | | | 554,054 | |
Pension and health plan | | | — | | | | — | | | | — | | | | 44,622 | | | | 41,265 | |
Total | | | 1,107 | | | | 970 | | | | 908 | | | | 659,550 | | | | 595,319 | |
12. | ADVANCES FROM CUSTOMERS |
As of December 31, 2011, the balance of R$200,000 refers to the advances received from services, which are recorded in revenues to the extent that the services are provided and the benefits from the services are transferred to the customers.
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Data Solutions Serviços de Informática Ltda..
13. | MANAGEMENT COMPENSATION |
Compensation paid to Management for the year is as follows:
| | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | |
Salaries | | | 614,928 | | | | 554,054 | |
Pension and health plan | | | 44,622 | | | | 41,265 | |
| | | | | | | | |
Total | | | 659,550 | | | | 595,319 | |
| | | | | | | | |
The Company does not pay post-employment benefits or quota-based compensation.
The provision for risks is broken down as follows:
| | | | | | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Labor and social security (a) | | | 9,333,000 | | | | 3,293,000 | | | | 1,973,000 | |
Taxes (b) | | | 2,608,000 | | | | 1,693,000 | | | | 997,000 | |
| | | | | | | | | | | | |
Total | | | 11.941.000 | | | | 4,986,000 | | | | 2,970,000 | |
| | | | | | | | | | | | |
| (a) | Labor and social security |
For the labor and social security risks, as of December 31, 2012, the Company maintained a provision of R$9,333,000 (R$3,293,000 as of December 31, 2011) according to the legal counsel’s opinion, which estimated the likelihood of loss as probable. These risks are comprised of:
| i) | The quotaholders received dividends while the quotaholders’ equity was in deficit during 2012. The payment of dividends under these circumstances may be considered as “pro labore” (Management’s salary) by Brazilian labor authorities, and thus subject to labor and social security charges in the amount of R$4,521,000 as of December 31, 2012. |
| ii) | Sales commissions, which were treated as payments to suppliers, thus not reflecting all labor and social security charges in the amount of R$1,848,000 as of December 31, 2012 (R$1,400,000 as of December 31, 2011). |
| iii) | The Company counts with the services of sales representatives in its day-to-day operations. The relationship with some of these sales representatives has characteristics of an employment relationship according to legal advisors. The Company recognizes a provision for this risk, as of December 31, 2012, in the amount of R$1,261,000 (R$1,091,000 as of December 31, 2011). |
| iv) | Some employees were hired as legal entities in the past. The procedures adopted were not in full compliance with Brazilian labor law. The Company recognizes a provision for this risk, as of December 31, 2012, in the amount of R$1,019,000 (R$378,000 as of December 31, 2011). |
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Data Solutions Serviços de Informática Ltda.
| v) | Overtime: some employees had a special working regime of six hours, but were inadvertently working for eight hours. The Company recognizes a provision for this risk, as of December 31, 2012, in the amount of R$233,000 (R$126,000 as of December 31, 2011). |
| vi) | The Company pays additional remuneration and benefits to some employees that were not supported by formal policies. The Company recognizes a provision for this risk, as of December 31, 2012, in the amount of R$451,000 (R$298,000 as of December 31, 2011). |
Refer to ISS (Municipality sale tax) and IRRF on financial revenues (withholding tax) risks. The Company maintained a reserve according to its legal counsel’s opinion, which estimated the likelihood of loss as probable.
| i) | ISS: the contractual procedures adopted by the Company did not allow it to be taxed on 2% as it was being taxed, but 5% as determined by the Municipality code. The Company recognizes a provision for this risk, as of December 31, 2012, in the amount of R$2,523,000 (R$1,640,000 as of December 31, 2011). |
| ii) | IRRF: in some tax returns the Company did not inform the correct amount of financial revenues by mistake, thus generating a tax contingency in the amount of R$85,000 as of December 31, 2012 (R$53,000 as of December 31, 2011). |
Changes in the provision for risks are as follows:
| | | | | | | | | | | | |
| | Tax | | | Labor and social security | | | Total | |
Balance as of December 31, 2010 | | | 997,000 | | | | 1,973,000 | | | | 2,970,000 | |
Estimated penalties | | | 189,000 | | | | 765,000 | | | | 954,000 | |
Interest | | | 180,000 | | | | 133,000 | | | | 313,000 | |
Additions | | | 327,000 | | | | 422,000 | | | | 749,000 | |
| | | | | | | | | | | | |
Balance as of December 31, 2011 | | | 1,693,000 | | | | 3,293,000 | | | | 4,986,000 | |
Estimated penalties | | | 235,000 | | | | 2,484,000 | | | | 2,719,000 | |
Interest | | | 279,000 | | | | 151,000 | | | | 430,000 | |
Additions | | | 401,000 | | | | 3,405,000 | | | | 3,806,000 | |
| | | | | | | | | | | | |
Balance as of December 31, 2012 | | | 2,608,000 | | | | 9,333,000 | | | | 11.941,000 | |
| | | | | | | | | | | | |
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Data Solutions Serviços de Informática Ltda..
As of December 31, 2012, 2011 and 2010, capital in the amount of R$500,000 is represented by 500 thousand registered common quotas with a nominal value of R$1.00 each, held as follows:
| | | | | | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Ricardo Carvalho Sleiman | | | 250,000 | | | | 250,000 | | | | 250,000 | |
Alexandre Costa Aldighieri | | | 250,000 | | | | 250,000 | | | | 250,000 | |
| | | | | | | | | | | | |
Total | | | 500,000 | | | | 500,000 | | | | 500,000 | |
| | | | | | | | | | | | |
For the years ended December 31, 2012 and 2011 the Company paid dividends totaling R$3,815,000 and R$3,079,650, respectively.
The reconciliation of tax expenses calculated by applying the combined tax rates is as follows:
| | | | | | | | |
| | 2012 | | | 2011 | |
Gross revenue from services | | | 13,348,789 | | | | 10,920,892 | |
Percentage of deemed income | | | 32 | % | | | 32 | % |
| | | | | | | | |
Tax basis | | | 4,271,612 | | | | 3,494,685 | |
Statutory income tax rate | | | 34 | % | | | 34 | % |
| | | | | | | | |
| | | (1,452,348 | ) | | | (1,188,193 | ) |
Tax basis reduction | | | 24,000 | | | | 24,000 | |
Other | | | (22,482 | ) | | | (36,685 | ) |
| | | | | | | | |
Income taxes recorded in the statement of income | | | (1,450,830 | ) | | | (1,200,878 | ) |
| | | | | | | | |
| | | | | | | | |
| | 2012 | | | 2011 | |
Gross revenue from services | | | 13,348.789 | | | | 10,920,892 | |
Taxes on services: | | | | | | | | |
Cofins | | | (398,573 | ) | | | (319,066 | ) |
PIS | | | (86,395 | ) | | | (69,127 | ) |
ISS | | | (278,336 | ) | | | (223,435 | ) |
| | | | | | | | |
| | | (763,304 | ) | | | (611,628 | ) |
| | | | | | | | |
Total | | | 12,585,485 | | | | 10,309,264 | |
| | | | | | | | |
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Data Solutions Serviços de Informática Ltda.
| | | | | | | | |
| | 2012 | | | 2011 | |
Personnel | | | 3,091,244 | | | | 2,321,117 | |
Provision for risks | | | 6,525,000 | | | | 1,703,000 | |
IT support expenses | | | 573,985 | | | | 468,230 | |
Commercial expenses | | | 453,786 | | | | 554,289 | |
Labor and social charges | | | 464,320 | | | | 336,073 | |
Marketing and advertising | | | 459,448 | | | | 203,308 | |
Utilities | | | 283,627 | | | | 283,358 | |
Rent expenses | | | 294,697 | | | | 270,767 | |
Travel, events and gifts | | | 242,499 | | | | 245,331 | |
Depreciation and amortization | | | 169,028 | | | | 120,041 | |
Allowance for doubtful accounts | | | 167,983 | | | | 44,866 | |
Data bases | | | 134,280 | | | | 48,263 | |
Legal fees | | | 72,650 | | | | 52,162 | |
Commuting | | | 48,105 | | | | 42,681 | |
Advisory and consulting | | | 48,606 | | | | 20,756 | |
Other taxes and fares | | | 36,856 | | | | 14,139 | |
Office materials | | | 17,827 | | | | 23,322 | |
Management salaries | | | 614,928 | | | | 554,054 | |
Sundry | | | 508,905 | | | | 202,884 | |
| | | | | | | | |
Total | | | 14,207,774 | | | | 7,508,641 | |
| | | | | | | | |
Classified as: | | | | | | | | |
Cost of services provided | | | 2,125,255 | | | | 1,864,531 | |
Sales expenses | | | 621,770 | | | | 599,155 | |
General and administrative expenses | | | 4,660,206 | | | | 3,335,293 | |
Other operating expenses | | | 6,800,543 | | | | 1,709,662 | |
| | | | | | | | |
Total | | | 14,207,774 | | | | 7,508,641 | |
| | | | | | | | |
19. | FINANCE INCOME (EXPENSES) |
Finance income (expenses) can be summarized as follows:
| | | | | | | | |
| | 2012 | | | 2011 | |
Finance income: | | | | | | | | |
Interest from accounts receivable and others | | | 45,463 | | | | 71,017 | |
Interest from short-term investments | | | 20,661 | | | | 36,880 | |
| | | | | | | | |
| | | 66,124 | | | | 107,897 | |
| | | | | | | | |
Finance expenses: | | | | | | | | |
Interest and monetary restatement on provision for risks | | | (430,000 | ) | | | (313,000 | ) |
Discounts | | | (14,613 | ) | | | (48,276 | ) |
Banking fees | | | (53,777 | ) | | | (28,683 | ) |
Interest on financing | | | (19,272 | ) | | | (17,311 | ) |
Others | | | (10,379 | ) | | | (5,782 | ) |
| | | | | | | | |
| | | (528,041 | ) | | | (413,052 | ) |
| | | | | | | | |
Total | | | (461,917 | ) | | | (305,155 | ) |
| | | | | | | | |
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Data Solutions Serviços de Informática Ltda..
20. | BASIC AND DILUTED EARNINGS PER QUOTA |
Below is the reconciliation of net income to the amounts used to calculate the basic and diluted earnings per quota.
The Company has no potential dilutive securities; therefore, the diluted earnings per quota were equal to the basic earnings per quota calculated as follows:
| | | | | | | | |
| | 2012 | | | 2011 | |
Net income (loss) for the year attributable to the Company’s owners used to calculate basic earnings (loss) per quota | | | (3,535,036 | ) | | | 1,294,590 | |
Weighted average number of common quotas used to calculate basic earnings (loss) per quota | | | 500,000 | | | | 500,000 | |
| | | | | | | | |
Basic earnings (loss) per quota from operations - R$ | | | (7.07 | ) | | | 2.59 | |
| | | | | | | | |
The Company conducts transactions involving financial instruments, all of which recorded in balance sheet accounts, which are intended to meet their operating and financial needs.
These financial instruments are managed based on policies, definition of strategies, and establishment of control systems, which are duly monitored by the Company’s Management, with a view to maximize quotaholder value and achieve a desired balance between debt and equity capital.
The Company’s main financial instruments are represented by:
| a) | Cash and cash equivalents: they are classified as loans and receivable and their carrying amount is equivalent to the assets’ fair value. |
| b) | Trade accounts receivable: they are classified as loans and receivables and recorded at the contracted amounts, which approximate market. |
| c) | Financing: they are classified as other financial liabilities and the fair value is determined using generally accepted pricing models based on analyses of discounted cash flows. |
| d) | Trade payables: they are classified as other financial liabilities and recorded at the contracted amounts, which approximate market. |
As of December 31, 2012, 2011 and 2010, the carrying amounts and fair values of the Company’s financial instruments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Type | | Classification | | | Carrying amount | | | Fair value | | | Carrying amount | | | Fair value | | | Carrying amount | | | Fair value | |
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | Loans and receivables | | | | 146,898 | | | | 146,898 | | | | 288,125 | | | | 288,125 | | | | 801,447 | | | | 801,447 | |
Trade receivables | | | Loans and receivables | | | | 1,455,699 | | | | 1,455,699 | | | | 1,852,531 | | | | 1,852,531 | | | | 595,652 | | | | 595,652 | |
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Data Solutions Serviços de Informática Ltda.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Type | | Classification | | | Carrying amount | | | Fair value | | | Carrying amount | | | Fair value | | | Carrying amount | | | Fair value | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financing | | | Other financial liabilities | | | | 158,933 | | | | 183,989 | | | | 222,118 | | | | 232,054 | | | | 174,643 | | | | 201,226 | |
Trade payables | | | Other financial liabilities | | | | 108,434 | | | | 108,434 | | | | 151,212 | | | | 151,212 | | | | 78,338 | | | | 78,338 | |
Other payables | | | Other financial liabilities | | | | 22,019 | | | | 22,019 | | | | 18,800 | | | | 18,800 | | | | 17,000 | | | | 17,000 | |
Measurement of the fair value of financial assets and financial liabilities is as follows:
The fair values of financial assets and financial liabilities approximate to their fair value due to its short-term maturity and because the financing is subject to variable rates. According to their nature, financial instruments may involve known or unknown risks, and the Company’s judgment is important to the risk assessment. Thus, risks may exist with or without guarantees, depending on circumstantial or legal aspects.
The main market risk factors that may affect the Company’s business are as follows:
The eventual difficult collection of the amounts for the services provided to the customers. The balance of trade receivables is denominated in Brazilian reais and distributed amongst several customers. The Company’s Management monitors the risks of trade receivables through the recognition of an allowance for doubtful accounts.
Trade receivables and trade payables are denominated in Brazilian reais and are not exposed to exchange fluctuations.
The Company manages its capital to ensure regular business continuity and, at the same time, maximize return for all stakeholders or parties involved in their operations, by optimizing debt and equity balance.
The Company’s equity structure consists of net debt (financing detailed in Note 8 less cash and cash equivalents) and quotaholders’ equity (including capital and reserves, as mentioned in Note 15).
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Data Solutions Serviços de Informática Ltda..
Indebtedness level
As of December 31, 2012 and 2011, the indebtedness level is as follows:
| | | | | | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | | | 12.31.2010 | |
Debt (a) | | | 158,933 | | | | 222,118 | | | | 174,643 | |
Cash and cash equivalents | | | (146,898 | ) | | | (288,125 | ) | | | (801,447 | ) |
| | | | | | | | | | | | |
Net debt (net cash) | | | 12,035 | | | | (66,007 | ) | | | (626,804 | ) |
Quotaholders’ equity (net deficiency) (b) | | | (11,067,874 | ) | | | (3,717,838 | ) | | | (1,932,778 | ) |
| | | | | | | | | | | | |
Net debt-to-equity ratio | | | N/A | | | | N/A | | | | N/A | |
(a) | Debt is defined as short- and long-term financing as detailed in Note 8. |
(b) | Quotaholders’ equity includes the Company’s total capital and reserves, managed as capital. |
The Company 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.
Liquidity risk and interest tables
The tables below detail the remaining contractual maturity of the Company’s financial liabilities and the contractual payment periods. These tables were prepared in accordance with nondiscounted cash flows of financial liabilities based on the closest date when the Company should settle the corresponding obligations. The tables include interest and principal cash flows. As interest flows are based on floating rates, the undiscounted amount was based on the interest curves at year end. Contractual maturity is based on the most recent date when the Company should settle the related obligations.
| | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2012 | | Weighted average effective interest rate | | | Less than one month | | | From one to three months | | | From three months to one year | | | Between one and five years | | | Total | |
Financing | | | 12.15 | %p.y. | | | 13,500 | | | | 37,377 | | | | 48,536 | | | | 109,339 | | | | 208,752 | |
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Data Solutions Serviços de Informática Ltda.
Sensitivity analysis on financial instruments
Considering the financial instrument previously described, the Company has developed a sensitivity analysis based on 25% and 50% fluctuations in the risk variable taken into consideration. These scenarios may impact the Company’s net income and/or future cash flows, as described below:
• | | Base scenario: maintenance of interest in the same levels as those as of December 31, 2012. |
• | | Adverse scenario: a 25% fluctuation of the main risk factor of the financial instrument compared to the level as of December 31, 2012. |
• | | Remote scenario: a 50% fluctuation of the main risk factor of the financial instrument compared to the level as of December 31, 2012. |
Assumptions
As described above, the Company believes that it is exposed mainly to the risks of fluctuation of the interbank deposit rate (CDI), which is the basis to adjust a substantial portion of short-term investments. Accordingly, the table below shows the indices and rates used to prepare the sensitivity analysis:
| | | | | | | | | | | | |
Assumptions | | Base scenario | | | Adverse scenario | | | Remote scenario | |
CDI fluctuation—Short-term investments | | | 7.06 | % | | | 5.30 | % | | | 3.53 | % |
Management analysis
| | | | | | | | | | | | | | | | | | | | |
Risk factor | | Financial instrument | | | Risk | | | Base scenario (*) | | | Adverse scenario | | | Remote scenario | |
Short-term investments | | | Interest rate | | | | Decrease in CDI rate | | | | 9,329 | | | | 7,003 | | | | 4,664 | |
(*) | The Company’s base scenario is comprised of interest estimated for the next 12-month period. |
The Company’s Management understands that the market risks originated from other financial instruments are immaterial.
The Company did not enter into derivative transactions during the years ended December 31, 2012 and 2011.
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22. | STATEMENTS OF CASH FLOWS |
| a) | Cash and cash equivalents |
The breakdown of cash and cash equivalents recorded in the statement of cash flows is shown in Note 3.
| | | | | | | | |
| | 12.31.2012 | | | 12.31.2011 | |
Acquisition of financed property and equipment and intangible assets | | | 217,484 | | | | 239,091 | |
23. | APPROVAL OF FINANCIAL STATEMENTS |
These financial statements were approved for issuance by the Company’s Executive Board on April 19, 2013.
2012-3725
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