UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended december 31, 2019
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-38954
Linx S.A.
(Exact Name of Registrant as Specified in Its Charter)
| N/A | The Federative Republic of Brazil |
| (Translation of Registrant’s Name into English) | (Jurisdiction of Incorporation or Organization) |
Avenida Doutora Ruth Cardoso, 7,221
05425-902 São Paulo, SP
Federative Republic of Brazil
(Address of Principal Executive Offices)
Ramatis Rodrigues
Chief Financial and Investor Relations Officer
Avenida Doutora Ruth Cardoso, 7221,
Pinheiros, São Paulo, SP, Brazil 05425-902
Tel: +55 11 2103-1531
ri@linx.com.br
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Copies to:
John P. Guzman
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Tel: (212) 819-8200
Fax: (212) 354-8113
| Securities registered or to be registered pursuant to section 12(b) of the Act:Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered | ||
| Common Shares, without par value, each represented by One American Depositary Share | LINX | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
The total number of issued and outstanding shares of each class of stock of Linx S.A. as of December 31, 2019 was:
189,408,960 Common Shares, without par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Nox
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes¨ Nox
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx No¨ (not required)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer¨ Accelerated filer¨ Non-accelerated filerx Emerging growth companyx
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.¨
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management´s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP¨ | International Financial Reporting Standards as issued by the International Accounting Standards Boardx | Other¨ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.¨ Item 17¨Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox
Explanatory Note
This Amendment No. 1 on Form 20-F/A (“Amendment No. 1”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) by Linx S.A. (the “Company”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019 (the “Original 20-F”), originally filed with the SEC on May 15, 2020. The Company is filing this Amendment No. 1 solely to furnish Exhibit 101, which was not included in the Original 20-F. Exhibit 101 includes information about the Company in eXtensible Business Reporting Language (the “XBRL Disclosure”). In accordance with the applicable grace period, Exhibit 101 is being furnished within 30 days of the due date for the Original 20-F.
The Company notes that the XBRL Disclosure in Exhibit 101 includes a correction to a typographical error that inadvertently appeared in the Report. On page F-33 of the Company’s consolidated financial statements that were included in the Original 20-F pursuant to Items 8 and 18, in the table presented under “c) Amounts recognized in the statement of financial position and in results” of note 3.24, the line under the “Right-of-use assets” heading inadvertently extended to cover all five columns below, including the column titled “Lease liabilities.” The line should have ended after “Total” and before “Lease liabilities.” The corrected table, as set forth below, is reflected in the XBRL Disclosure that appears in Exhibit 101.
| Right-of-use assets | ||||||||||||||||||||
| Lease of property | Other equipment | Cloud (*) | Total | Lease liabilities | ||||||||||||||||
| On January 1, 2019 | 90,924 | 872 | 10,394 | 102,190 | 91,796 | |||||||||||||||
| Addition (***) | 14,269 | 4,629 | 54,099 | 72,997 | 66,154 | |||||||||||||||
| Write-off (****) | (20,816 | ) | (37 | ) | (850 | ) | (21,703 | ) | (22,880 | ) | ||||||||||
| Amortization (**) | (10,895 | ) | (284 | ) | (18,266 | ) | (29,445 | ) | - | |||||||||||
| Interest and exchange rate change expenses | - | - | - | - | 9,857 | |||||||||||||||
| Payment | - | - | - | - | (18,845 | ) | ||||||||||||||
| December 31, 2019 | 73,482 | 5,180 | 45,377 | 124,039 | 126,082 | |||||||||||||||
| Current liabilities | 47,478 | |||||||||||||||||||
| Non-current liabilities | 78,604 | |||||||||||||||||||
(*) Lease of cloud storage space
(**) Annual average rate of depreciation - 10%–33%
(***) The Company and its subsidiaries applied exceptions to the standard for short-term and low-value contracts, recorded in rental expenses in the amount of R$ 522 on December 31, 2019
(****) The Company has identified events giving rise to revaluation and modification of their principal contracts, such as changes in the discount rates. The lease liabilities revaluation is recognized as an adjustment to the right-of-use assets.
Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information set forth in the Original 20-F, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to May 15, 2020.
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and are otherwise not subject to liability under those sections.
PART III
| ITEM 19. | EXHIBITS |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| * | In accordance with Rule 406T(b)(2) of Regulation S-T, this eXtensible Business Reporting Language (XBRL) information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on its behalf.
| Date: June 12, 2020 | Linx S.A. | |
| /s/ Alberto Menache | ||
| Name: Alberto Menache | ||
| Title: Chief Executive Officer | ||
| /s/ Antonio Ramatis Fernandes Rodrigues | ||
| Name: Antonio Ramatis Fernandes Rodrigues | ||
| Title: Chief Financial Officer |
