6-K 1 MainDocument.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of November, 2022




Commission File Number: 001-34476

 

GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A.

(Exact name of registrant as specified in its charter)

 

GETNET MERCHANT ACQUISITION AND PAYMENT SERVICES, INC.
(Translation of Registrant’s name into English)

Federative Republic of Brazil
(Jurisdiction of incorporation)

 

Avenida Presidente Juscelino Kubitschek, 2041, suite 121, Block A

Condomínio WTORRE JK, Vila Nova Conceição

São Paulo, São Paulo, 04543-011

Federative Republic of Brazil

 

(Address of principal executive office)

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

Form 20-F ___X___                                          Form 40-F _______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes _______                                          No ___X____

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

Yes _______                                          No ___X____

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

Yes _______                                          No ___X____

 If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

             

Interim Financial Statements as of September 30, 2022 and for the nine-month periods ended September 30, 2022 and September 30, 2021

   

1


Content


Unaudited Consolidated Balance Sheets 3
Unaudited Consolidated Statements of Income 4
Unaudited Consolidated Statement of Comprehensive Income 5
Unaudited Consolidated Statement of Changes in Equity 6
Unaudited Consolidated Statement of Cash Flows 7
Notes to the Unaudited Consolidated Financial Statements 8
1.         General Information 8
2.         Basis of preparation 12
3.         Segment Reporting 13
4.        Risk Management 14
5.         Financial Instruments 15
6.         Leases 22
7.        Intangible Assets 25
8.         Property and Equipment 32
9.         Provision for tax, civil and labor risks 35
10.      Income Tax and social contribution and Other Taxes 37
11.      Related Parties 39
12.      Share-based payment 41
13.      Share Capital and Reserves 43
14.      Revenue from services and Costs of Services 44
15.      Expenses by Nature 47
16.      Finance Income, net 47
17.      Earnings per Share 48
18.      Items not affecting cash 48
19.      Subsequent events 49


2


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Unaudited Consolidated Balance Sheets

As of September 30, 2022 and December 31, 2021

(In thousands of Brazilian reais - R$, unless otherwise stated)             

sss

 

CURRENT ASSETS

Note

2022

2021

Cash and cash equivalents

5.1. a)

183,545

670,441

Financial investments

5.1. b)

442,784

1,430,653

Accounts receivable

5.1. c)

52,076,312

54,578,684

Prepaid and recoverable taxes

 

170,013

149,235

Inventories

 

40,464

40,899

Other assets

 

94,523

118,935

Total current assets

 

53,007,641

56,988,847

NONCURRENT ASSETS

 

 

 

Deferred income tax and social contribution

10.2

384,620

422,034

Other assets

 

65,186

81,556

Property and equipment

8.

900,308

631,598

Right-of-use assets

6.

25,354

25,703

Intangible assets

7.

912,301

885,083

Total noncurrent assets

 

2,287,769

2,045,974

TOTAL ASSETS

 

55,295,410

59,034,821

CURRENT LIABILITIES

 

 

 

Accounts payable

5.2. a)

50,025,189

51,610,405

Loans and borrowings

5.2. b)

1,219,921

3,464,649

Lease liabilities

6.

9,161

9,742

Income taxes payables and other tax payables

10.3

48,654

30,976

Dividends payable

 

791

298,000

Other liabilities

 

273,666

214,132

Total current liabilities

 

51,577,382

55,627,904

NONCURRENT LIABILITIES

 

 

 

Loans and borrowings

5.2. b)

15,242

25,209

Lease liabilities

6.

17,415

16,573

Provision for tax, civil and labor risks

9.

20,438

15,013

Deferred income tax and social contribution

10.2

8,269

3,345

Other liabilities

 

36,803

22,858

Total noncurrent liabilities

 

98,167

82,998

EQUITY

 

 

 

Share capital

 

1,422,496

1,422,496

Capital reserve

 

404,933

404,933

Accumulated other comprehensive income

 

37

(242)

Retained earnings

 

1,790,595

1,492,829

Participation of non-controlling shareholders

 

1,800

3,903

Total equity

 

3,619,861

3,323,919

TOTAL LIABILITIES AND EQUITY

 

55,295,410

59,034,821


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



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

For the nine months ended September 30             

(In thousands of Brazilian reais - R$, unless otherwise stated)

sss

 

 

Note

2022

2021

Revenue from services

14. a)

2,522,420

2,023,388

Costs of services

14. b)

(1,439,076)

(1,234,457)

Gross profit

 

1,083,344

788,931

Selling, General and Administrative expenses

15.a)

(507,246)

(304,639)

Other expenses, net

15.b)

(99,675)

(70,488)

Operating profit

 

476,423

413,804

Finance income, net

16.

68,333

(1,504)

Profit before income taxes

 

544,756

412,300

Current income tax and social contribution

10.1

(115,509)

(95,071)

Deferred income tax and social contribution

10.1

(37,381)

(40,766)

Net income for the period

 

391,866

276,463

 

 

 

 

Net income attributable to controlling shareholders

 

393,942

276,504

Loss attributable to non- controlling shareholders

 

(2,076)

(41)

 

 

 

 

 

 

 

 

Basic and diluted earnings per share for profit attributable to common shareholders (in R$)

17

0.20

0.14

Basic and diluted earnings per share for profit attributable to preferred shareholders (in R$)

17

0.22

0.16


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



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

For the nine months ended September 30

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

 

2022

2021

Net income for the period

391,866

276,463

Change in fair value of financial instruments classified as Fair Value Through Other Comprehensive Income

423

426

Deferred income Tax

(144)

(145)

Total comprehensive income for the period

392,145

276,744

 

 

 

Total comprehensive income allocated to:

 

 

Controlling shareholders

394,221

276,785

Non-controlling interests

(2,076)

(41)

Total comprehensive income for the period

392,145

276,744

 

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



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

For the nine months ended September 30

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

 

 

 

 

Retained earnings

 

 

 

 

 

Note

Share capital

Capital reserves

Legal reserve

Statutory reserve

Accumulated profit

Accumulated other comprehensive income

Equity attributable to controlling interest

Participation of non-controlling shareholders

Total consolidated equity

Balance at December 31, 2020

 

1,422,496

6,400

126,118

1,188,520

-

(651)

2,742,883

-

2,742,883

Net income for the period

 

-

-

-

-

276,504

-

276,504

(41)

276,463

Variation in the participation of non-controlling shareholders

 

-

-

-

-

-

-

-

4,170

4,170

Allocation:  

 

 

 

 

 

 

 

 

 

 

Legal reserve 

13.b

-

-

13,695

-

(13,695)

-

-

-

-

Dividends and Interest on capital

13.c

-

-

-

-

(44,550)

-

(44,550)

-

(44,550)

Reserve for dividend equalization

13.b

-

-

-

67,044

(67,044)

-

-

-

-

Reserve for working capital strengthening  

13.b

-

-

-

67,044

(67,044)

-

-

-

-

Tax credit – spin-off

13.b

-

398,533

-

-

-

-

398,533

-

398,533

Other comprehensive income 

 

-

-

-

-

-

281

281

-

281

Balance at September 30, 2021

 

1,422,496

404,933

139,813

1,322,608

84,171

(370)

3,373,651

4,129

3,377,780

 

 

 

 

 

Retained earnings

 

 

 

 

 

Note

Share capital

Capital reserves

Legal reserve

Statutory reserve

Accumulated profit

Accumulated other comprehensive income

Equity attributable to controlling interest

Participation of non-controlling shareholders

Total consolidated equity

Balance at December 31, 2021

 

1,422,496

404,933

149,806

1,343,023

-  

(242)

3,320,016

3,903

3,323,919

Net income for the period

 

-

-

-

-

393,942

-

393,942

(2,076)

391,866

Allocation: 

 

 

 

 

 

 

 

 

 

 

Legal reserve 

13.b

-

-

19,697

-

(19,697)

-

-

-

-

Dividends and Interest on capital

13.c

-

-

-

(81,560)

(14,585)

-

(96,145)

-

(96,145)

Reserve for dividend equalization

13.b

-

-

-

120,612

(120,612)

-

-

-

 

Reserve for working capital strengthening  

13.b

-

-

-

120,612

(120,612)

-

-

-

 

Other comprehensive income

 

-

-

-

-

-  

279

279

-

279

Others

 

-

-

-

(31)

-  

-

(31)

(27)

(58)

Balance at September 30, 2022

 

1,422,496

404,933

169,503

1,502,656

118,436

37

3,618,061

1,800

3,619,861


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



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

For the nine months ended September 30

(In thousands of Brazilian reais - R$, unless otherwise stated)

  

Cash flows from operating activities

 

Note

2022

2021

Net income for the period

 

 

391,866

276,463

Adjustments to reconcile net income for the period to net cash generated by operating activities: 

 

 

477,328

373,173

Depreciation and amortization

 

 

229,321

271,440

Foreign exchange gain

 

 

(28,991)

272

Provision for expected credit losses

 

5.1 c)

21,057

(847)

Provision for share-based payment

 

12

7,273

-

Provision for labor, tax and civil risks

 

 

5,425

1,858

Loss from the sale of assets

 

 

14,942

6,241

Provision for impairment

 

7 e 8

8,290

4,888

Interest on Loans, borrowings and leases

 

5.2 b) e 6

182,630

48,555

Deferred taxes

 

10.1

37,381

40,766

(Increase) decrease in operating assets:

 

 

2,537,608

(8,140,617)

Prepaid and recoverable taxes

 

 

(17,957)

(9,062)

Accounts receivables

 

 

2,501,453

(8,083,747)

Other assets

 

 

54,112

(47,808)

Increase (decrease) in operating liabilities:

 

 

(1,544,622)

6,832,177

Accounts payable

 

 

(1,612,165)

6,896,384

Income taxes payables and other tax payables

 

 

82,119

135,128

Other liabilities

 

 

64,923

(41,180)

Income taxes paid

 

 

(79,499)

(158,155)

Net cash generated by (used in) operating activities:

 

 

1,862,180

(658,804)

Cash flows from investing activities

 

 

 

 

Financial investments

 

 

1,028,230

(318,353)

Purchase of property and equipment

 

8

(498,183)

(280,601)

Purchase of intangible assets

 

7

(44,197)

(56,370)

Net cash on acquisition of subsidiaries

 

 

(42,481)

(9,260)

Write-off of property and equipment and intangible assets

 

7 e 8

36,385

23,167

Net cash generated by (used in) investing activities

 

 

479,754

(641,417)

Cash flows from financing activities

 

 

 

 

Proceeds from Loans and Borrowings

 

5.2 b)

10,921,515

4,660,907

Payment of Loans and borrowings

 

5.2 b)

(13,133,593)

(3,460,747)

Payment of leases



(8,134)

(3,178)

Payment of dividends and interest on equity

 

 

(379,313)

(29,227)

Interest on borrowings paid and lease liabilities

 

5.2 b)

(225,451)

(24,319)

Net cash (used in) generated by financing activities

 

 

(2,824,976)

1,143,436

Effect of exchange rate changes on cash and cash equivalents 

 

 

(3,854)

(10,047)

Decrease in cash and cash equivalents

 

 

(486,896)

(166,832)

Cash and cash equivalents at the beginning of the period

 

5.1 a)

670,441

265,096

Cash and cash equivalents at the end of the period

 

5.1 a)

183,545

98,264

Decrease in cash and cash equivalents

 

 

(486,896)

(166,832)

   

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

 

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagament

(In thousands of Brazilian reais - R$, unless otherwise stated)

1.         General Information

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento ("Getnet" or "Company" or "Parent"), formerly controlled by Banco Santander (Brasil) S.A. ("Banco Santander"), on February 25, 2021 had its partial spin-off approved, becoming indirectly controlled by Banco Santander S.A. ("Banco Santander Spain"). After, on November 11, 2021, it became directly controlled by PagoNxt Merchant Solutions S.L., ("PagoNxt Spain"), company that is also part of Santander Business Group ("Santander Group"), from the partial spin-off of the former controlling shareholders' interests.

 

The change in the ownership interest is part of a corporate reorganization of the Santander Group and does not present any change in the final controlling shareholders or in the management structure of the Company.

 

Getnet, constituted in the form of a corporation, domiciled on Av. Pres. Juscelino Kubitschek, 2041 Vila Nova Conceição – São Paulo - SP, operates in the market of acquiring and services for means of payment, regulated by the National Monetary Council (CMN) and the Central Bank of Brazil (BACEN), and its operations are mainly aimed at:

 

  • Merchant acquisition revenue related to the accreditation for retailer and service providers establishments to accept credit and debit cards;
  • Processing services revenue related to the capture, transmission and processing of data and information using a network consisting of different types of equipment;
  • POS rental revenue related to installing, uninstalling, monitoring, supplying, providing maintenance, and leasing equipment used in transaction capture networks, such as Point-of-Sales (“POS”) devices;
  • Recharges sale revenue where it acts as a distributor of telecommunication operators for the commercialization of telephony and data recharge digital credits.
  • Prepayment revenue that are recognized at the time of transfer of the respective prepayments by Santander Brazil (further details note 11);
  • Other revenue from:  i) the management of payments and receipts in the establishments accredited to Getnet’s network; ii) developing and selling or licensing software, iii) selling products or distributing services from entities that provide registry information; iv) providing technical, commercial, and logistic infrastructure services for the businesses related to the receipt of bills from dealers, banks, and other collection documents and issuing electronic currency pursuant to the regulations of the BACEN by providing the following services: (a) management of prepaid payment accounts; (b) provision of payment transactions based on electronic currency transferred to prepaid payment accounts; and, (c) conversion of funds into physical or book currency, with the possibility of enabling its acceptance through the settlement in any prepaid payment account it manages.

 

Getnet Sociedade de Crédito Direto S.A

 

On February 12, 2021, Getnet received the authorization from BACEN to operate as a Direct Credit Corporation (Sociedade de Crédito Direto – “SCD”), as defined by the BACEN Resolution 4,656/18, following the Getnet's business expansion to offer financial products such as loans directly to merchants during 2021.

 

SCDs' activity is focused on the granting of loans and financing, as well as on the acquisition of receivables, with financial resources from either equity or the Banco Nacional de Desenvolvimento Econômico e Social - BNDES. In addition, there is the assignment of credits without co-obligation to the Getnet Fundo de Investimento em Direitos Creditórios (“FIDC”) managed by BRL Trust in which Getnet group is not a shareholder.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


The spin-off of Getnet from Banco Santander (Brasil) S.A.


On February 25, 2021, Banco Santander (Brasil) S.A. (“Santander Brazil”) informed its shareholders and the market of the approval by its Board of Executive Directors of the proposed segregation of the equity interests held by Santander Brazil in its wholly-owned subsidiary Getnet, through a spin-off from Santander Brazil, deliberated by its shareholders at an extraordinary shareholders’ meeting. Additionally, at the same date, Santander Brazil’s Supervisory Board issued a favorable opinion on the proposed spin-off.

 

After the approval of the studies and proposal from the Board of Directors of Santander Brazil, on March 31, 2021, the shareholders of Santander Brazil and Getnet approved the spin-off.  As a result, Getnet registered in its shareholders equity the portion of the net assets contributed from Santander Brazil spin-off, which correspond to the deferred tax asset registered in the amount of R$398,533 thousand. The operation became effective immediately upon the approval by the shareholders of both companies on March 31, 2021.

 

Approval of Getnet spin-off from Santander Brazil by BACEN

 

On July 14, 2021, through the published statement in the Official Gazette No. 131, Section 3 of the BACEN, the competent board approved the incorporation of Santander Brazil's assets portion related to its participation in Getnet. The delivery of Getnet shares and Units to Santander Brazil shareholders in Brazil, took place after the cut-off date for delivering the shares and Units on October 15, 2021, with the delivery of shares on October 18, 2021.

 

Transaction with Eyemobile Tecnologia S.A.

 

On August 3, 2021 after the satisfaction of the applicable preceding conditions, the Company closed the transaction relating to Getnet's acquisition of interest in Eyemobile Tecnologia Ltda. ("Eyemobile"), currently “Eyemobile Tecnologia S.A.”, with the subsequent corporate conversion of Eyemobile's and an increase in Eyemobile's capital, fully subscribed by Getnet (respectively “Transaction” and "Closing"). Eyemobile is a technology company that operates through the offer of software solutions focused on the payment market, points of sale (“POS”), cash front and events. After the closing, Getnet holds a 60% interest, acquired through a total of R$21.5 million paid in cash for the acquisition of: (i) equity interest of 44% (R$ 11.5 million) and capital increase (R$ 10.0 million) resulting in an increase in the level of ownership interest of 16%. In addition, Getnet may disburse an additional maximum amount of R$ 3.5 million conditioned to certain financial and operational achievements up to 18 months after the closing.

 

Brazilian Securities and Exchange Commission - CVM and Securities and Exchange Commission – SEC approval the grant registration as a securities issuer of the Getnet

 

On August 10, 2021, Getnet obtained the grant of issuer registration dealing with CVM Resolution n°. 80/22, in category "A" (permission to trade shares in the Brazilian stock exchange market), and on that date the approval of Getnet's registration of a publicly interest entity  by CVM. On August 5, 2021, B3 S.A. - Brasil, Bolsa, Balcão granted Getnet's listing request and admission to the trading of shares and Units issued by Getnet. In Brazil, the cut-off date for delivering the shares was October 15, 2021, with delivery of shares on October 18, 2021, before CVM and B3. The listing process on the U.S. Securities and Exchange Commission  (“SEC”) and the National Association of Securities Dealers Automated Quotations (“Nasdaq”) was concluded in October 2021 and the beginning of negotiations in the American market began on October 22, 2021.

 

On October 18, 2021 the Getnet shares (GETT11, GETT3 and GETT4) started to be traded at B3, and on October 22, 2021 the ADRs (GET) also started to be listed at Nasdaq, thus ending the spin-off process resolved at the Extraordinary Shareholders' Meeting held on March 31, 2021, since the Company's shares and Units were delivered to the shareholders of Santander Brazil.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


UN Global Compact

 

On January 24, 2022, the Company informed the market of its agreement to the UN Global Compact. The Global Compact is a voluntary Initiative of the United Nations that aims to mobilize business practices of the business community in the areas of human rights, labor, environment and anti-corruption.

 

Getnet's agreement endorses sustainability as a strategic and cultural pillar of the Company, integrating this initiative with the other fronts already in operation.

 

The Company since 2021 has focused on scaling ESG's actions from a perspective covering business, risk management, governance and fronts issues to engage stakeholders and generate value for customers and society. Getnet throughout 2021 made other public commitments such as the signing of the Women's Empowerment Principles, the UN's initiative for women's empowerment in companies, and the UN Free & Equal initiative, aimed at the LGBTQIA+ front.


New subsidiary - GNxt Serviços de Atendimento Ltda.

 

On April 1, 2022, Getnet made the capital contribution of R$20 million in GNxt Serviços de Atendimento Ltda. (“GNxt”), based in Campo Bom (RS), which is focused on call center and telemarketing services, including, credit recovery, customer retention, clarification of doubts, complaints solution, provision of information and support to active and receptive tele-service,  intermediation of the sale of products and services to the company's customers by telephone, e-mail and other means of communication. GNxt supports the entire operation of Getnet as an intermediation of the sale of products and services to customers through telephone, e-mail and other means of communication, as well as in the management and execution of back office. The company entered into operation on July 1, 2022.

 

Public delisting tender offer in Brazil and public delisting tender offer in the United States (“US”)

 

On May 19, 2022, the Company communicated to the market, through a material fact, PagoNxt's intention to make a public offer for delisting of registration in Brazil and in the United States (together "Offers") for the acquisition of the entirety:

 


(i) of common shares, preferred shares (together "Shares") and certificates of deposit of shares, each representing a common share and a preferred share ("Units"), traded in B3 S.A. – Brasil, Bolsa, Balcão ("B3"); and

(ii) American Depositary Shares, each representing two Units ("ADSs"), traded on the Nasdaq Global Select Market ("NASDAQ").


All issued by the Company and in circulation, not held, directly or indirectly, by PagoNxt, with the purpose of: 



(i) cancel Getnet's registration as a publicly held company (Class A) before the Brazilian Securities and Exchange Commission (CVM), pursuant to CVM Resolution No. 80 of March 29, 2022 and CVM Resolution No. 85 of March 31, 2021 ("CVM Resolution 85");

(ii) cancel Getnet's registration with the U.S. Securities and Exchange Commission (SEC);

(iii) to close the trading of shares and Units in the traditional segment of B3, pursuant to the B3 Issuer Manual; and

(iv) to close the trading in the ADSs on the NASDAQ.


The price to be offered by the Shares and Units will be R$2.36 per Common Share (GETT3), R$2.36 per Preferred Share (GETT4) and R$ 4.72 per Unit (GETT11), to be adjusted for potential dividends, interest on equity and/or bonuses that may be paid and/or splits, groupings and conversions that may occur between this date and the maturity dates of the Offerings (but excluding the payment of interest on equity announced on 4 May 2022, which will not be deducted from the price to be offered), and will be paid in national currency on the settlement dates of the Offers.

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


The posting of the Offers and the Offers themselves are subject to the applicable conditions in these types of transactions, which will be duly disclosed in the Offer documents, including, but not limited to:



i) the registration of the Offer in Brazil before the CVM and the authorization for the holding of the special auction in the B3 trading session, an auction scheduled to take place in December 2022;

ii) regulatory authorization to conduct the Offer in the United States by the SEC;

iii) the confirmation that the price to be offered complies with the provisions of article 22(I) of CVM Resolution No. 85, being within or above the fair value range of the Company's Shares, verified verified in accordance with the appendage report established in the caput of Article 9 of CVM Resolution 85 ("Appraisal Report ");

iv) the agreement of shareholders representing more than 2/3 (two thirds) of the Outstanding Shares, Units and ADSs, calculated considering only the shareholders participating in the Offers, taken together;

v)
the absence of an adverse material change in the condition, results, operations or prospects at Getnet.

                     

The Company has chosen KPMG Auditores Independentes Ltda., as the specialized consultancy responsible for the preparation of the Appraisal Report, in the form of §1 of Article 9 of CVM Resolution No. 85, and pursuant to Article 19, item XXVI, of the bylaws.

 

On July 8, 2022, pursuant to article 6, paragraph one of the Company´s bylaws, an Extraordinary General Meeting of the Company was held which approved the termination of the Company´s registration as an issuer of securities conditioned on the conclusion and settlement, respectively, of a public delisting tender offer in Brazil and public delisting tender offer in the US (the “Offers”). The attending shareholders resolved to approve, by majority, with 899,636,094 affirmative votes, 61,930 dissenting votes e 15,024,389 votes not cast due to abstentions, under paragraph 1 of article 6 of the Company´s bylaws:

 

a) the termination of Getnet’s registration as a publicly held company (Category A) with the CVM;

b) the termination of Getnet’s registration with the SEC.

 

Both items (a) and (b) are conditioned on the conclusion and settlement, respectively, of the Offers by PagoNxt and to the meeting of the quorum necessary for the purposes of terminating the Company´s registration with the CVM in the context of the Brazilian offer, pursuant to CVM Resolution No. 85, of March 31, 2022.

 

In addition, on July 15, 2022, the Company disclosed a new material fact announcing to the market the disclosure a first version of the Appraisal Report, prepared by KPMG Auditores Independentes. The appraiser concluded that the economic value of Getnet as of March 31, 2022 was between R$3,960,000,000.00 (three billion, nine hundred and sixty million Brazilian reais) and R$4,350,000,000.00 (four billion, three hundred and fifty million Brazilian reais) or a price per unit (GETT11) in the range of R$ 4.24 (four Brazilian reais and twenty-four cents) to R$ 4.66 (four Brazilian reais and sixty-six cents), or in the range of R$ 2.12 (two Brazilian reais and twelve cents) to R$ 2.33 (two Brazilian reais and thirty-three cents) per common share (GETT3) or preferred share (GETT4), calculated based on the Discounted Cash Flow method.

 

In the appraiser’s opinion as stated on the appraisal report, the Discounted Cash Flow method is the most adequate method to value Getnet, considering: (i) the Company is an operational company; (ii) the discounted cash flow method takes into account the Company's business plan´s perspective, as made available by the Company's management to the appraiser, its future profitability, and the consequent cash generation for its shareholders; and (iii) the valuation obtained through this method also considers the implicit appraisal of Company´s intangible assets.

 

Approval of the financial statements


The consolidated financial statements were authorized for issue by the board of directors on November 7, 2022. The directors have the power to amend and reissue the consolidated financial statements. 



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

2.         Basis of preparation

 

Accounting policy


The accounting policies below are applied in the preparation of the consolidated financial statements (“Group”):  

 

Subsidiaries

 

Subsidiaries are all entities over which Getnet holds control, according to article 116 of Law 6,404/1976 ("Lei das Sociedades por Ações"). Subsidiaries are consolidated from the date on which control is transferred to Getnet. Consolidation is discontinued when control no longer exists.

 

Identifiable assets acquired and liabilities and contingent liabilities assumed in the acquisition of a subsidiary are initially measured at their fair values at the acquisition date.

 

All intragroup transactions, balances and unrealized gains are eliminated on consolidation.  Unrealized losses are also eliminated, unless the transaction provides evidence of impairment of the transferred asset. The subsidiaries’ accounting policies are amended according to Getnet’s accounting policies, as applicable.

 


The interim financial statements have been prepared taking into consideration the historical cost model as the base value, except in the case of certain financial assets and liabilities that are measured at fair value.

 

The consolidated interim financial statements have been prepared and are presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial accounts are interim accounts following the rules of IAS 34 - Interim Financial Statements and show all relevant information specific to the interim accounts, and only them, as well as which are consistent with those used by management in its management.

 

2.1. Consolidation

 

The Company consolidates all entities over which it has the capacity to exercise control, i.e., when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to direct the investee’s relevant operations.

 

The subsidiaries included in consolidation are the following:

 

Subsidiary

Type

Equity interest % 

Auttar H.U.T. Processamento de Dados Ltda. (“Auttar”)

Subsidiary

100%

Getnet Sociedade de Crédito Direto S.A (“SCD”)

Subsidiary

100%

Eyemobile Tecnologia S.A. (“Eyemobile”) (1)

Subsidiary

60%

GNxt Serviços de Atendimento Ltda. (“GNxt”) (2)

Subsidiary

100%

Paytec Tecnologia em Pagamentos Ltda.; e

Paytec Logística e Armazém Eireli (together “Paytec”) (3)

Subsidiary

100%

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 


(1) On May 12, 2021, Getnet entered into an investment agreement with the former controlling shareholders of Eyemobile Tecnologia Ltda. (Actually “Eyemobile Tecnologia S.A.”), establishing the terms of the negotiation of the purchase and sale of the shares representing Eyemobile's capital stock. The control acquisition was concluded on August 3, 2021, with the transformation of the corporate type of Eyemobile, from Ltda., to S.A., so that Getnet now holds 60% of Eyemobile's common shares for the amount of R$19,415, as described in note 7 a), corresponding to the equity value of the shares on the purchase date, plus the amount of the contribution of the shares paid up upon subscription. The Company's corporate purpose is to explore the development and licensing of customizable computer programs, the rental of office machines and equipment, and the specialized retail trade of computer equipment and supplies. 

(2) GNxt is a subsidiary of Getnet, constituted in the second quarter of 2022 with the contribution of R$20.000, as described in note 1 – New Subsidiary - GNxt Serviços de Atendimento Ltda.

(3) On April 1, 2022, Getnet has acquired from Santander Brazil, 100% of the quotas representing the capital of the Paytec Tecnologia em Pagamentos Ltda., also indirectly controlling Paytec Logística e Armazém Eireli (together "Paytec"), for the amount of R$22,960 plus the assumption of Santander Brazil obligations to former Paytec shareholders, in the amount of R$15,736, totaling R$38,696. Paytec acts, among others, as a logistics operator with national coverage and focused on the payments market. More details in note 7 (a).

 

2.2. Functional and presentation currency

 

Items included in the financial statements of each investee controlled by Getnet are measured using the currency of the main economic environment in which it operates (“functional currency”).

 

The consolidated interim financial statements are presented in Brazilian reais (R$), which is Getnet’s functional and presentation currency.

 

2.3. Estimates and critical accounting judgments


The preparation of individual and consolidated financial information requires the use of certain critical accounting estimates and the exercise of judgment by management in the process of applying accounting policies. Those areas that require higher level of judgment and have greater complexity, as well as areas in which assumptions and estimates are significant for individual and consolidated financial information, are disclosed in detail in the respective notes and summarized below:

 

Accounting estimate

Note

Impairment analysis of intangible assets with indeterminate useful life

7. a)

Useful life of tangible assets – Point of sale (POS)

8

Provision for tax, civil and labor risks

9

Share-based payment

12

3.         Segment Reporting

 

A business segment is an identifiable component of the entity that is intended to provide an individual product or service or a group of related products or services, and which is subject to risks and benefits that are distinguishable from other business segments.

 

Operating segment reporting is presented in a manner consistent with the internal reporting provided to the chief operating decision maker, in the case of Getnet, the Chief Executive Officer (“CEO”), in which he reviews items of the Consolidated Statement of Income and other comprehensive income. The CEO takes into consideration the entire Company as a single operating and reportable segment by monitoring operations, making decisions about resource allocation, financial and strategic planning, and performance evaluation based on a single operating segment. The CEO formally reviews financial data material for the Company and its subsidiaries.


The Company's revenue, profit or loss, and assets for this reportable segment can be determined by reference to the Consolidated Statement of Income, the Consolidated Statement of Cash Flows, and the Consolidated Balance Sheet. 



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

4.        Risk Management

 

Getnet’s shareholders and management consider risk management an essential tool for strategic decision making, including for maximizing efficiency in the use of capital in Getnet‘s operations.

 

Getnet established its policies, systems and internal control to ensure a continual mitigation of possible risks and/or the realization of losses arising from exposure to credit, liquidity, market, and operational risks.


a)Credit risk: Credit risk is the risk that a financial loss due to a counterparty failing to fulfill its obligations under a financial instrument or accounts receivable, leading to a financial loss for the Company. The Company is exposed to credit risk from its operating activities, mainly related to accounts receivable and also cash and cash equivalents and derivative financial instruments. c. In merchant acquisition transactions, the card issuers are required to pay Getnet the amounts arising on to the transactions carried out by the cardholders so that the payment of such amounts to the accredited merchants can be made; therefore, Getnet is exposed to the credit risk of the card issuers and the greatest exposure to credit risk is correlated to the transactions recorded in the Other customer receivables lines presented in note 5.1 c). For the management of loss risks arising from accounts receivable, Getnet applies a simplified approach in calculating expected credit losses (“ECLs”), therefore, the Company instead recognizes a loss allowance based on lifetime ECLs, provision matrix and days past due at each reporting date. 

 

b)Liquidity risk: The liquidity risk management policy aims at ensuring that the risks that affect the implementation of Getnet’s strategies and goals are continuously assessed. Getnet manages the liquidity risk by setting the necessary tools for its management in normal or crisis scenarios. The frequent monitoring aims at mitigating possible maturity mismatches by allowing corrective actions, if necessary. Getnet’s approach to liquidity management is to ensure that it always has enough funds to discharge its obligations on due date, under normal and stress conditions, in order to avoid unacceptable losses or losses resulting in undue exposure of Getnet’s reputation. The cash flow forecasting is performed by the treasury department which monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times in order to the Company does not breach covenants (where applicable). The liquidity risk management is performed to : (i) measuring liquidity risk, the Company has tools to control the cash flow forecasting to ensure that Getnet has sufficient cash to meet operational needs; (ii) daily monitoring the cash needs, segregated into liquidity buffer and free movement cash, ensuring that they are consistent with the policies and minimum amounts decided by the management; (iii) limits and liquidity risk alerts, monitored monthly by the management and by the controller where the available amounts and the projection of possible gaps over a 90-day horizon are measured; (iv) contingency plan test is conducted every six months, whereby previously approved credit agreements with other financial institutions  are contracted for possible emergency cover.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

  

c)Interest rate risk: This risk arises from the possible losses of Getnet’s asset values due to fluctuations in sovereign interest rates. Getnet is exposed to interest rate risk due to short-term settlements of accounts receivable, mismatch between transaction settlements and the transfers from the credit card companies, and possible difficulty to raise funds. In addition to the financial risk generated by a possible decrease in the spreads due to a possible increase in borrowing costs. The Company manages the interest rate risk by maintaining a diversification of borrowing at fixed and variable rates.

 

d)Exchange rate risk: Corresponds to the possibility of loss of value due to exchange rate fluctuations from transactions or recognized assets or liabilities denominated in a currency different from the Getnet’s functional currency. The exposure to foreign exchange rate risk by Getnet arises substantially from receivables from international card issuers, cash and cash and equivalents in foreign exchange. Getnet has operating expenses that are settled in U.S. Dollars, mainly from purchasing equipment which are indexed to U.S. Dollars and resold in Brazilian reais and costs of hiring IT suppliers paid in U.S. Dollars. Due to the low volume of transactions subject to exchange rate fluctuation. At September 30, 2022 and 2021, Getnet is not materially exposed to the foreign exchange rate risk due the short-term and low amount outstanding at the end of each month.

 

e)Capital management: The current Liquidity and Market Risk Management Policy, Getnet follows the BACEN Resolution Nº 4,557, issued on February 23, 2017, which provides for Risk Management and Capital Management Structure, making efficient use of capital as an indispensable component of the business decision-making process, and its management is a factor of competitive differentiation. With integrated risk management, this practice supports the Company's projected growth, besides increasing its profitability, and has the following drivers (i) efficient use of capital, through allocation in businesses considering risk versus return; (ii) optimization of capital allocated in business and products of greater profitability; (iii) integrated risk management ensuring the position of soundness in the market, by adopting the best management practices and risk mitigation.

5.         Financial Instruments

 

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

 

The Company’s classifies financial instruments into the following categories:

 

 

September 30, 2022

 

December 31, 2021

 

Amortized cost

Fair value through other comprehensive income

Total

 

Amortized cost

Fair value through other comprehensive income

Total

Financial assets

 

 

 

 

 

 

 

Current/Non-current

 

 

 

 

 

 

 

Cash and cash equivalents

183,545

-  

183,545

 

670,441

-  

670,441

Financial investments

317,895

124,889

442,784

 

875,240

555,413

1,430,653

Accounts receivable

52,076,312

-  

52,076,312

 

54,578,684

-  

54,578,684

Other assets

159,709

-  

159,709

 

200,491

-  

200,491

Total financial assets

52,737,461

124,889

52,862,350

 

56,324,856

555,413

56,880,269

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Current/Non-current

 

 

 

 

 

 

 

Accounts payable

50,025,189

-  

50,025,189

 

51,610,405

-

51,610,405

Loans and borrowings

1,235,163

-  

1,235,163

 

3,489,858

-

3,489,858

Lease liabilities

26,576

-  

26,576

 

26,315

-

26,315

Other liabilities

310,469

-  

310,469

 

236,990

-

236,990

Total financial liabilities

51,597,397

-  

51,597,397

 

55,363,568

-

55,363,568

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

5.1                Financial assets

 

Accounting policy

 

Financial assets are classified into the following categories: (i) amortized cost; (ii) fair value through other comprehensive income; and (iii) fair value through profit or loss. The basis for classification depends on the Company’s business financial assets management model and the contractual cash flow characteristics of the financial asset. The classifications of the financial assets are detailed below: 


Amortized cost

 

Held within the business model in order to collect to collect contractual cash flows; these cash flows represent solely payments of principal and interest and are, therefore, initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method, less provisions for reduction to recoverable amount.

Interest income from these financial assets is recognized in finance income. Any gains or losses due to the write-off of the asset are recognized directly in the profit or loss, together with foreign exchange gains and losses. Impairment losses are presented separately in the Consolidated Statement of Income.

 

Fair value through other comprehensive income (FVOCI)

 

A financial asset is measured at fair value through comprehensive income if it meets the concept of principal and interest only payments and is held within the business model whose objective is to both, collecting contractual cash flows and selling the financial assets.

 

Changes in carrying amount are recognized in other comprehensive income, except for the recognition of impairment gains or losses, interest income, and foreign exchange gains and losses, which are recognized in the profit or loss. When the financial asset is derecognized, the cumulative gains or losses that had been previously recognized in other comprehensive income are reclassified from equity to profit or loss. Interest income from these financial assets is recognized in finance income using the effective interest method. 

 

Fair value through profit or loss (FVPL)

 

Assets are measured at fair value through profit or loss when they do not meet the criteria to be classified at amortized cost or at fair value through other comprehensive income or when on initial recognition was designated to eliminate or reduce an accounting mismatch. Any exchange gains or losses are recognized in the Consolidate Statement of Income.

 

Derecognition of financial assets

 

The Company derecognizes financial assets when the contractual rights to the cash flows from investing activities expire or when it transfers the investments and substantially all the risks and rewards of ownership to another entity.

 

Expected credit losses

 

Getnet assesses, on a prospective basis at each reporting date, the expected credit losses on financial assets carried at amortized cost and at fair value through other comprehensive income.

 

The impairment assessment methodology applied depends on whether there is a significant increase in credit risk and the loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. Expected cash flows will include cash flows from the sale of collaterals held or other credit enhancements that are integral to the contractual terms.

 

ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that Getnet expects to receive, discounted at an approximation of the original effective interest rate. Getnet applies a simplified approach in calculating ECLs, therefore, Getnet instead recognizes a loss allowance based on lifetime ECLs, provision matrix and days past due at each reporting date.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

For accounts receivable, Getnet applies the simplified approach as permitted by IFRS 9 by recognizing lifetime expected credit losses from the initial recognition of the receivables.


Estimates and critical accounting judgments

 

Financial assets measured at amortized cost are tested for impairment at the end of each annual reporting period. The carrying amounts of these assets are adjusted by the loss allowance as a contra entry to the Consolidated Statement of Income. The reversal of previously recognized losses is recognized in the Consolidated Statement of Income in the period in which the impairment decreases and can be objectively related to a recovery event. The amount recorded in the Consolidated Statement of Income in the line item ‘Other expenses, net’ is disclosed in table ‘Movements in the provision for expected credit losses’ in the note 5.1(c).


 

(a)     Cash and cash equivalents

 

 

09/30/2022

12/31/2021

Cash

2,949

229

Short-term bank deposits

143,851

646,304

Foreign currency cash and investments abroad(1)

36,745

23,908

Total

183,545

670,441


(1) Refers to highly liquid financial investments in U.S. Dollars.

 

(b)    Financial investments

 

 

09/30/2022

12/31/2021

Brazilian treasury bonds (1)

124,889

555,413

Short-term investment (2)

317,895

875,240

Total

442,784

1,430,653

 

(1) Consists of investments in Brazilian Treasury Bonds ("LFTs") with an interest rate of 101.02% of the Basic Interest Rate (SELIC13.75% and 9.25% for the period ended September 30, 2022 and December 2021, respectively), invested to comply with certain requirements for authorized payment institutions as set forth by the BACEN regulation. This financial asset was classified at fair value through other comprehensive income.

(2) Refer to the amounts invested in the SBAC Investment Fund, remunerated at DI rate (the Brazilian interbank deposit rate), where Getnet holds participation Units. The underlying assets of the fund comprises substantially in public securities and repo with high liquidity (Level 1 – Further details note 5.3).

 

              (c) Accounts receivable

 

 

09/30/2022

12/31/2021

Accounts receivable from card issuers

51,728,777

54,131,057

Other accounts receivable from clients

430,324

509,359

Provision for expected credit losses

(82,789)

(61,732)

Total

52,076,312

54,578,684

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

Movements in the provision for expected credit losses

 

 

09/30/2022

09/30/2021

Opening balance

61,732

58,324

Additions

79,221

23,902

Reversals

(58,164)

(24,749)

Closing balance

82,789

57,477

 

5.2                Financial liabilities

 

Accounting policy

 

On initial recognition, financial liabilities are classified as (i) financial liabilities at fair value through profit or loss; or (ii) financial liabilities at amortized cost, as appropriate

Amortized cost

Initially measured at fair value, net of transaction costs, and subsequently measured at amortized cost using the effective interest method, with interest expense recognized on a in profit or loss.

 

Gains and losses from these financial liabilities are recognized in the Consolidated Statement of Income.


 

a)       Accounts payable

 

09/30/2022

12/31/2021

Payment transactions (1)

49,532,561

50,980,629

Other financial liabilities (2)

492,628

629,776

Total

50,025,189

51,610,405

 

(1) Refers mainly to payment transactions with Santander Brazil (related party) in the amount of R$ 18,937 on September 30, 2022 and R$ 18,858 on December 31, 2021 (further details note 11) and commercial establishments.

(2) Amounts to be paid as an interchange fee and amounts ​​that are under analysis for approval of settlement.

 

b)       Loans and borrowings

 

 

09/30/2022

12/31/2021

Financial liabilities at amortized cost(1)

1,235,163

3,489,858

Total

1,235,163

3,489,858

 

(1)      Includes Brazilian real-denominated transactions with credit institutions resulting from loan and financing credit facilities and on lending in Brazil (BNDES/ FINAME).

 

The types of operations and rates used are listed below:

 

 

Rate

Maturity

09/30/2022

12/31/2021

Working capital financing (1)

105.37% of the CDI(2)

10/22

1,205,518

3,451,641

DELL financing

0.729% p.m. + 2%

02/25

22,971

29,175

IBM financing

CDI + 2%

05/24

6,674

9,042

Total

 

 

1,235,163

3,489,858

(1)    Related mainly to Santander Brazil transaction. See note 11 for further details.

(2)    CDI rate means the Brazilian interbank deposit (Certificado de Depósito Interbancário) rate, which is an average of interbank overnight rates in Brazil.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

Movements in loans and borrowings in the period

 

Balance at December 31, 2020

1,091,157

Additions

4,660,907

Principal payments

(3,460,747)

Accrued interest

47,264

Interest paid

(24,319)

Incorporation of Eyemobile (1)

767

Balance at September 30, 2021

2,315,029

 

 

Balance at December 31, 2021

3,489,858

Additions

10,921,515

Principal payments

(13,133,593)

Accrued interest

180,849

Interest paid

(225,451)

Incorporation of Paytec (1)

1,985

Balance at September 30, 2022

1,235,163

 

(1)      Consolidated opening balances referring to the acquisition of Eyemobile and Paytec.

  

Debt breakdown (by maturity)

 

 

September 30, 2022

December 31, 2021

 

Up to 3 months

3-12 months

Over 12 months

Total

Up to 3 months

3-12 months

Over 12 months

Total

Loans and borrowings from domestic financial institutions

1,208,607

11,314

15,242

1,235,163

3,454,903

9,813

25,142

3,489,858

 

As of September 30, 2022 the Company had no covenants in its loan agreements.

 

5.3              Fair value estimation

 

Accounting policy

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in the major or most advantageous market, in an orderly transaction between market participants at the measurement date. A three-level hierarchy is used to measure and disclose fair value, as shown below: 

 

  • Level 1—Prices quoted (unadjusted) in active markets for identical assets or liabilities. For investments in investment funds, the price of the fund unit share is an appropriate indicator of fair value and falls into this fair value hierarchy category. For the financial investments, fair value is determined based on the interbank deposit interest rate (DI), released to the market through official agencies (Cetip, BACEN, etc.), and from the fund unit value published by CVM, respectively.

 

  • Level 2Inputs, other than quoted prices included in Level 1, that are observable in the market for assets or liabilities, either directly (such as prices) or indirectly (derived from prices). This category includes (i) accounts receivable; (ii) loans and borrowings; and (iii) other assets and other liabilities. For loans and borrowings, fair value was determined using the expected payment of principal and interest until maturity at the contractual rates.

 

  • Level 3—Inputs on assets or liabilities that are not based on observable data adopted by the market (i.e., unobservable inputs). The valuation technique for the fair values of the other financial instruments classified as Level 3 is the discounted cash flow method. Getnet does not have assets or liabilities measured at Level 3 fair value.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

Getnet classifies the fair value measurement using a hierarchy that reflects the model used in the measurement process, segregating the financial instruments into levels 1, 2 or 3.

 

The table below presents a comparison by class between book value and fair value of the financial instruments:

 

 

September 30, 2022

 

Book value


Fair value

 

Level 1

Level 2

Total

 

Level 1

Level 2

Total

Financial assets

 

 

 

 

 

 

 

Current/Non-current

 

 

 

 

 

 

 

Cash and cash equivalents

183,545

-  

183,545

 

183,545

-  

183,545

Financial investments

442,784

-  

442,784

 

442,784

-  

442,784

Accounts receivable

-  

52,076,312

52,076,312

 

-  

52,076,312

52,076,312

Other assets

-  

159,709

159,709

 

-  

159,709

159,709

Total financial assets

626,329

52,236,021

52,862,350

 

626,329

52,236,021

52,862,350

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Current/Non-current

 

 

 

 

 

 

 

Accounts payable

-

50,025,189

50,025,189

 

-

50,025,189

50,025,189

Loans and borrowings

-

1,235,163

1,235,163

 

-

1,235,163

1,235,163

Lease liabilities

-

26,576

26,576

 

-

26,576

26,576

Other liabilities

-

310,469

310,469

 

-

310,469

310,469

Total financial liabilities

-

51,597,397

51,597,397

 

-

51,597,397

51,597,397

 

 

December 31, 2021

 

Book value


Fair value

 

Level 1

Level 2

Total

 

Level 1

Level 2

Total

Financial assets

 

 

 

 

 

 

 

Current/Non-current

 

 

 

 

 

 

 

Cash and cash equivalents

670,441

-  

670,441

 

670,441

-  

670,441

Financial investments

1,430,653

-  

1,430,653

 

1,430,653

-  

1,430,653

Accounts receivable

-  

54,578,684

54,578,684

 

-  

54,578,684

54,578,684

Other assets

-  

200,491

200,491

 

-  

200,491

200,491

Total financial assets

2,101,094

54,779,175

56,880,269

 

2,101,094

54,779,175

56,880,269

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Current/Non-current

 

 

 

 

 

 

 

Accounts payable

-

51,610,405

51,610,405

 

-

51,610,405

51,610,405

Loans and borrowings

-

3,489,858

3,489,858

 

-

3,489,858

3,489,858

Lease liabilities

-

26,315

26,315

 

-

26,315

26,315

Other liabilities

-

236,990

236,990

 

-

236,990

236,990

Total financial liabilities

-

55,363,568

55,363,568

 

-

55,363,568

55,363,568

 

(1) The carrying values of Other assets are measured at amortized cost, less the provision for impairment and adjustment to present value, when applicable.

(2) The carrying values of Other liabilities are measured at amortized cost. These amounts refer mainly to payables to suppliers.

 

The fair value of the financial assets and the liabilities are substantially similar to their book value.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

5.4              Sensitivity analysis

 

Accounting policy

 

Sensitivity analysis to foreign currency

 

The sensitivity analysis includes outstanding monetary items and foreign currency-denominated transaction (U.S. Dollars), such as loans and borrowings, and adjusts their translation at the end of each period by the exchange rates, taking into account the changes shown above

 

Sensitivity analysis to changes in interest rates

 

The yield on short-term investments and the interest from loans are mainly affected by changes in the interbank deposit interest rate (DI) and SELIC.


 

 

The following analysis estimates the potential value of the financial instruments in hypothetical stress scenarios of the main market risk factors (fixed interest rate and foreign currency risk: exposure subject to exchange fluctuations) that impact each position. This analysis was performed according to topics presented in footnote 4 d).

 

Sensitivity analysis of changes in foreign exchange rates

 

 

September 30, 2022

September 30, 2021

Assets

 

 

Cash and cash equivalents

36,746

2,567

Accounts receivable

13,497

18,641

Liabilities

 

 

Accounts payable

(59)

(59)

Net exposure

50,184

21,149

 

 

September 30, 2022

 

Probable scenario

 

Possible scenario

 

Remote scenario

 

+/-10%

 

+/-25%

 

+/-50%

Net effect on profit or loss

5,018

 

12,546

 

25,092

 

 

 

 

 

 

 

September 30, 2021

 

Probable scenario

 

Possible scenario

 

Remote scenario

 

+/-10%

 

+/-25%

 

+/-50%

Net effect on profit or loss

2,115

 

5,287

 

10,575

 

 

Translation rates in the period ended:

USD:BRL

09/30/2022

5.4066

09/30/2021

5.4394

 

Analysis rates in the periods ending in:

SELIC

09/30/2022

13.75%

09/30/2021

6.25%



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated) 

 

Sensitivity analysis of changes in interest rates 

 

 

September 30, 2022

September 30, 2021

Assets

 

 

Financial investments

442,785

1,330,094

Accounts receivable and other assets

204,495

89,983

Liabilities

 

 

Loans and borrowings

(1,204,603)

(2,273,278)

Net exposure

(557,323)

(853,201)

 

 

 

September 30, 2022

 

 

Probable scenario

Possible scenario

Remote scenario

 

+/-10%

+/-25%

+/-50%

Net effect on profit or loss

(7,663)

(19,158)

(38,316)

 

 

 

 

 

 

September 30, 2021

 

 

Probable scenario

Possible scenario

Remote scenario

 

+/-10%

+/-25%

+/-50%

Net effect on profit or loss

(5,333)

(13,331)

(26,663)

 

Probable Scenario: taking into account a 10% deterioration in the associated risk variables.

Possible Scenario: taking into account a 25% deterioration in the associated risk variables.

Remote Scenario: taking into account a 50% deterioration in the associated risk variables.


6.         Leases

 

Accounting policy


The Group leases several floors of office buildings for its administrative departments. Leases are recognized as a right-of-use asset and a corresponding lease liability on the date the leased asset becomes available for use by the Group.

 

Each lease payment is allocated between principal and finance costs. Finance costs are recognized in the Consolidated Statement of Income over the lease term. The right-of-use asset is depreciated over the lease term on a straight-line basis.

 

Assets and liabilities arising from a lease are initially measured at present value.

 

Lease liabilities include the net present value of the following lease payments:

 

  • Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable.
  • Variable lease payments that depend on an index or rate.
  • Amounts expected to be payable by the Group, under the residual value guarantees.
  • The exercise price of purchase options, if the Group is reasonably certain to exercise the options.
  • Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


Lease payments are discounted using Group’s incremental borrowing rate, which is the rate the Group would have to pay on a loan to obtain the funds necessary to acquire an asset of similar value, in a similar economic environment, under equivalent terms and conditions.

 

Right-of-use assets are measured at cost, according to the following items:

 

  • The initial measurement amount of the lease liability.
  • Any lease payments made on or before the commencement date, less any lease incentives received.
  • Any initial direct costs.
  • Restoration costs.

The Group’s property leases include extension options. These terms are used to maximize operational flexibility in terms of contract management. Payments associated with short-term property leases are recognized on the straight-line basis as an expense in profit or loss. Short-term leases are leases with term of 12 months or less and which the Group has no intention or history of contract renewal.

 

There is no identifiable implicit discount rate to be applied to the Group’s lease contracts; therefore, the Group’s incremental borrowing rate is used to calculate the present value of lease liabilities at initial contract recognition.

 

The Group’s incremental borrowing rate is the interest rate the Group would have to pay to borrow the funds necessary to obtain to acquire an asset similar to the leased asset, for a similar term, and with similar collateral, i.e., funds necessary to obtain to obtain an asset with similar value of the right-of-use asset, in a similar economic environment.

 

The rate-setting process preferably uses readily observable inputs, based on which the lessee must make the necessary adjustments to arrive at its incremental borrowing rate.

IFRS 16 allows the incremental rate to be determined for a group of contracts, since this option is associated with the validation that the grouped contracts have similar features.

 

The Group has made use the aforementioned practical expedient of determining groupings for its leases within the same scoped, as it believes that the effects of its application do not differ materially from the application to individual leases.

 

The Group’s criteria regarding the incremental interest rate were:

  • Risk-free rate: benchmark rate of the market where the Company operates.
  • Credit spread: the spread of the most recent borrowings and the same currency was used.

Determining the lease term

 

To determine the lease term, management takes into account all facts and circumstances that create an economic incentive to exercise an extension option or not to exercise a termination option. Extension options (or periods after termination options) are included in the lease term only when there is reasonable certainty that the lease will be extended (or will not be terminated).




Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


(a)     Balances recognized in the balance sheet

 

The balance sheet discloses the following lease-related balances:

 

Right-of-use-asset

 

December 31, 2020

21,905

Additions and contractual changes

(8,576)

Depreciation

(2,614)

September 30, 2021

10,715

 

 

December 31, 2021

25,703

Additions and contractual changes

2,337

Incorporation of Paytec(1)

4,278

Depreciation

(6,964)

September 30, 2022

25,354

 

Lease liabilities

 

December 31, 2020

23,049

Additions and contractual changes

(10,418)

Payments

(3,178)

Interest

1,291

September 30, 2021

10,744

 

 

December 31, 2021

26,315

Additions and contractual changes

2,337

Incorporation of Paytec(1)

4,278

Payments

(8,134)

Interest

1,780

September 30, 2022

26,576

(1)      Consolidated opening balances referring to the acquisition of Paytec.

(b)    Expenses recognized in the consolidated statement of income

 

September 30, 2021

 

Depreciation

2,614

Interest expense

1,291

Total

3,905

 

 

September 30, 2022

 

Depreciation

6,964

Interest expense

1,780

Total

8,744

 

Payments of short-term leases

 

In September 30, 2022 and September 30, 2021 there were no short-term contract expenses.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


7.        Intangible Assets


Accounting policy


Intangible assets represent identifiable non-monetary assets (separable from other assets), without physical substance, arising from business combinations, in-house developed software, or use licenses with finite or indefinite useful lives. Only assets whose cost can be reliably estimated and which the consolidated entities consider to be probable that they will generate future economic benefits are recognized.

 

Intangible assets are initially recognized at purchase or production cost and are subsequently measured less any accumulated amortization and any impairment losses.

 

Other intangible assets are considered to have indefinite useful lives when, based on a review of all relevant factors, it is concluded that there is no foreseeable limit to the period over which an asset is expected to generate cash inflows for the Company.

 

Intangible assets with indefinite useful lives are not amortized, but rather at the end of each annual period, the entity reviews the remaining useful lives of the assets in order to determine whether they continue to be indefinite and, if this is not the case, the change should be accounted for as a change in accounting estimate. Goodwill impairment assessment is performed annually or more frequently if events or changes in circumstances indicate possible impairment.

 

Intangible assets with finite useful lives are amortized over those useful lives using methods similar to those used to depreciate property and equipment. Amortization expenses are recognized in line item ‘Depreciation and amortization’ in the Consolidated Statement of Income.

 

At the end of each year, Getnet assesses whether there is indication that its intangible assets might be impaired, i.e., whether the carrying amount of an asset exceeds its probable realizable value. If an impairment loss is identified, the recoverable amount is written down until it reaches the asset’s realizable value.

 

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the asset's carrying amount exceeds its recoverable amount, which is the higher of an asset's fair value less costs of disposal or its value in use.

 

Goodwill on acquisitions

 

When an investment in a subsidiary is acquired, any difference between the investment cost and the investor’s share of the net fair value of the investee’s identifiable assets, liabilities, and contingent liabilities (subsidiary or associate) is accounted for in accordance with IFRS 3.

 

Goodwill is recognized only when the amount of the consideration transferred for an investee exceeds its fair value at the acquisition date, and therefore represents a payment made by the acquirer in anticipation of future economic benefits from assets of the acquiree that cannot be individually identified and separately recognized.

 

The net fair value adjustments to an investee’s identifiable assets, liabilities and contingent liabilities based on their carrying amounts are individually allocated to the identifiable assets acquired and liabilities assumed based on their respective fair values at the acquisition date.

 

Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and are tested annually to identify any impairment. Impairment reviews of goodwill are performed annually or more frequently if events or changes in circumstances indicate possible impairment. At September 30, 2022 and December 31, 2021, Getnet has not identified the need to make any adjustments for impairment.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


Internally generated intangible asset

 

Expenditure on research activities is recognized as an expense for the period when incurred. The expenses with projects that are not activated are recognized in the line of Selling, General and Administrative expenses.

 

When an internally generated intangible asset can be recognized, development expenditure is capitalized  in intangible asset in the balance sheet, and amortized in the line item ‘Cost of services’ for POS software and in the line item ‘Selling, General and Administrative expenses’ for other intangible assets, in the ‘Consolidated Statement of Income’.

                                                                                   

Systems in development

 

Getnet capitalizes expenses that are directly related to the internal development of software for their own operations, provided that the aspects required for recognition are met. The main expenses are related to internal labor for the development of the systems used by Getnet. Research expenditure is recorded as expenses when incurred. These projects evolve through an assessment of the IT and Accounting areas in order to verify their adherence to IAS 38 and whether they should be classified as Intangible Assets or Expenses. For further details refer to note 15 – (technology and systems).

The provision for impairment of intangible assets is recognized according to the probable losses identified between the activated software and the systems in development. Getnet monitors the performance of the systems taking into consideration technological and market aspects related to the continuity of the operation.

 

Estimates and critical accounting judgments


The goodwill recorded is subject to impairment testing at least once a year, or more frequently if there is any indication of impairment.

 

The adoption of these estimates involves the probability of occurrence of future events and the change of any of these factors could have a different result. The cash flow estimate is based on an appraisal prepared internally by an independent specialized firm, annually or whenever there are indications that the asset might be impaired, which is reviewed and approved by management. 

 

Getnet uses an estimated useful life to calculate and record the amortization applied to its intangible assets.

 

The amortization of software and software licenses is defined based on the effective period of the license contracted. The amortization of internally developed software is defined based on the period over which the software will generate future economic benefits for Getnet.

 

The Company performed the Impairment test during second half of 2021. The Company test whether goodwill suffered any impairment on an annual basis at December 31 and, when circumstances indicate that the value may be impaired. At the period ended on September 30, 2022, the Company concluded there was no evidence of impairment that would lead to the need to update the performed in 2021 before its regular performance.



 

09/30/2022

12/31/2021

Goodwill Getnet Tecnologia

669,831

669,831

Goodwill Eyemobile

9,041

18,659

Goodwill Paytec

11,136

-

Other intangible assets

222,293

196,593

Total

912,301

885,083

 

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

a)Goodwill

 

Getnet Tecnologia Refers to the acquisition of Getnet Tecnologia em Captura e Processamento de Transações H.U.A Ltda (“Getnet Tecnologia”). in 2014, which was subsequently legally merged with Getnet. Getnet Tecnologia was a subsidiary merchant acquisition and processing services company of Santander Brazil, which passed its merchant acquisition business to Getnet after the acquisition.

 

Eyemobile As described in note 2, the amount paid for the acquisition of 60% of Eyemobile was R$ 19,415. In addition to this amount, an amount of R$ 5,500 was recorded as contingent consideration, a total consideration of R$ 24,915 as defined in IFRS 3. The fair value of net assets acquired from Eyemobile on the acquisition date was R$ 15,874, which generated a goodwill of R$ 9,041, as shown below:


 

 

Transaction date

08/03/2021

CURRENT ASSETS

 

Book value

Added value

Fair value

Cash and cash equivalents

 

10,368

-  

10,368

Accounts receivable

 

300

-  

300

Other assets

 

275

-  

275

Total current assets

 

10,943

-  

10,943

 

 

 

 

 

NONCURRENT ASSETS

 

 

 

 

Property and equipment

 

181

-  

181

Intangible assets (1)

 

605

14,574

15,179

Total noncurrent assets

 

786

14,574

15,360

Total assets (1)

 

11,729

14,574

26,303

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts payable

 

15

-  

15

Loans and borrowings

 

83

-  

83

Income taxes payables and other tax payables

 

54

-  

54

Tax installment

 

53

-  

53

Other liabilities

 

305

-  

305

Total current liabilities

 

510

-  

510

 

 

 

 

 

NONCURRENT LIABILITIES

 

 

 

 

Loans and borrowings

 

700

-

700

Tax installment

 

93

-

93

Total noncurrent liabilities

 

793

-

793

Total assumed liabilities (2)

 

1,303

-

1,303

Total identifiable asset, net (1 - 2)

 

10,426

14,574

25,000

 

Total equity acquired (60%)

 

6,255

Asset capital gain

 

14,574

Deferred income tax on capital gain(2)

 

(4,955)

Goodwill generated in the transaction

 

9,041

Total net compensation

 

24,915

 

 

 

Value paid in cash

 

9,415

Paid-in capital

 

10,000

Contingent consideration (3)

 

5,500

Total transaction

 

24,915

 

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


(1) Intangible – the asset acquired in the business combination at cost was R$605, the purchase price allocation report identified an added value of R$14,574, on the customer portfolio and data platform. The fair value of the intangible at the date of acquisition was R$15,179.
(2) A deferred tax liability on the capital gains of the operation was constituted, at the rate of 34%, totaling R$4,955, with consideration for the registered Goodwill, totaling R$9,041. The deferred tax was set up on the basis that the amortization of capital gains is not deductible for tax purposes.
(3) The amounts recorded as contingent consideration will be disbursed when the contractual conditions are met. Part of the amount refers to the payment conditional on the performance of the business and may be paid up to 18 months after the date of acquisition. The remainder of the amount will be retained for up to 4 years by the Company to compensate for any losses actually incurred.
(4) On the acquisition date of Eyemobile, the non-controlling interest was R$4,171, equivalent to 40% of Eyemobile's capital


The Company identified the allocation of tangible and intangible assets in the acquisition of Eyemobile (business combination) measured at fair value. According to the preparation of a report issued by an independent company, the allocations are:

 

 

 

Evaluation method

Life

Value

Customer portfolio

 

Multi-period excess earning

5.8 years

1,089

Data platform

 

Multi-period excess earning

10 years

13,485

Unallocated goodwill

 

Fair value

Undefined

9,041

 

 

 

 

 

 

The acquisition goodwill is justified by the values of the acquired assets and the expected future profitability by the synergy generated with Getnet's activity.

 

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


PaytecAs described in note 2.1, the amount paid for the acquisition of 100% of the Paytec was R$38.696, of which R$22.960 was paid in cash and the assumption of a liability in the amount of R$15.736, from the former Paytec shareholders. The fair value of net assets acquired from Paytec on the acquisition date was R$27,560, which generated a goodwill of R$11,136, as shown below:


 

 

Transaction date

04/01/2022

CURRENT ASSETS

 

Book value

Added value

Fair value

Cash and cash equivalents

 

479

-  

479

Financial investments

 

16,128

-  

16,128

Accounts receivable

 

20,138

-  

20,138

Prepaid and recoverable taxes

 

2,821

-  

2,821

Other assets

 

3,119

-  

3,119

Total current assets

 

42,685

-  

42,685

 

 

 

 

 

NONCURRENT ASSETS

 

 

 

 

Other assets

 

6

-  

6

Investments

 

100

-  

100

Property and equipment

 

790

-  

790

Intangible assets (1)

 

499

3,199

3,698

Total noncurrent assets

 

1,395

3,199

4,594

Total assets (1)

 

44,080

3,199

47,279

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts payable

 

11,523

-  

11,523

Loans and borrowings

 

1,985

-  

1,985

Income taxes payables and other tax payables

 

709

-  

709

Other liabilities

 

5,502

-  

5,502

Total current liabilities

 

19,719

-  

19,719

Total assumed liabilities (2)

 

19,719

-  

19,719

Total identifiable asset, net (1 - 2)

 

24,361

3,199

27,560

 

Total equity acquired (100%)

 

24,361

Asset capital gain

 

3,199

Goodwill generated in the transaction

 

11,136

Total net compensation

 

38,696

 

 

 

Value paid in cash

 

22,960

Variable consideration (2)

 

15,736

Total transaction

 

38,696

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 


(1)    Intangible – the asset acquired in the business combination at cost was R$499, the previous purchase price allocation report identified an added value of R$3,199, on the trademark and relationship with providers in the amounts of R$795 and R$2,404, respectively. The fair value of the intangible assets at the date of acquisition was R$3,698.

(2)      The amounts recorded as variable consideration will be disbursed when the contractual conditions are met. Part of the amount refers to a payment subject to the performance of the business and may be paid in up to four (4) full semesters counted as of the first month following the month of the closing of the transaction. The remainder of the amount will be retained for up to 3 years by the Company to compensate for any losses actually incurred.

 

The Company identified the allocation of tangible and intangible assets in the acquisition of Paytec (business combination) measured at fair value. According to a previous report issued by an independent company, the allocations are:

 

 

 

Evaluation method

Life

Value

Trademark

 

Relief from Royalty

1.8 years

795

Relationship with providers

 

With and Without

1.3 years

2,404

Unallocated goodwill

 

Fair value

Undefined

11,136

 

 

 

 

 

 

Amounts presented above are preliminary and, by up to one year, are subject to change upon the conclusion of the ongoing work of the purchase price allocation.

 

The acquisition goodwill is justified by the values of the acquired assets and the expected future profitability by the synergy generated with Getnet's activity.

 

b)       Other intangible assets

 

Acquisition cost

12/31/2021

Additions

Disposals/ Transfers

Paytec Acquisition(2)

09/30/2022

Software and software licenses

398,611

560

26,920

499

426,590

Systems in development

107,384

43,637

(35,841)

-  

115,180

Others (1)

-  

3,200

14,573

-  

17,773

Provision for impairment

(4,453)

-  

-  

-  

(4,453)

Total

501,542

47,397

5,652

499

555,090

 

 

 

 

 

 

Accumulated amortization

12/31/2021

Additions

Disposals/ Transfers

Paytec Acquisition(2)

09/30/2022

Software and license amortization

(304,949)

(25,390)

-  

-  

(330,339)

Others

-  

(2,458)

-  

-  

(2,458)

Total

(304,949)

(27,848)

-  

-  

(332,797)

Total, net

196,593

19,549

5,652

499

222,293

 

(1)      The amounts of R$3,200 and R$14,573 are related to the allocation of the capital gain from the acquisitions of Eyemobile and Paytec and there is no cash effect.

(2)      Consolidated opening balances referring to the acquisition of Paytec.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


Acquisition cost

12/31/2020

Additions

Disposals/ Transfers

Eyemobile

Acquisition(1)

09/30/2021

Software and software licenses

369,239

9,700

(518)

605

379,026

Systems in development

70,311

46,670

(9,038)

-  

107,943

Provision for impairment

(1,077)

(1,125)

4

-  

(2,198)

Total

438,473

55,245

(9,552)

605

484,771

 

 

 

 

 

 

Accumulated amortization

12/31/2020

Additions

Disposals/ Transfers

Eyemobile

Acquisition(1)

09/30/2021

Software and license amortization

(274,497)

(23,066)

-  

-  

(297,563)

Total

(274,497)

(23,066)

-  

-  

(297,563)

Total, net

163,976

32,179

(9,552)

605

187,208

 

(1)      Consolidated opening balances referring to the acquisition of Eyemobile.

 

c)       Software and licenses

 

In-house developed software is represented by solutions for capturing and processing debit and credit card transactions and cellphone recharging, which are fully operational. The useful lives of the related intangible assets are five years. The use licenses have a useful life ranging from 5 to 10 years. Software and licenses are classified as intangible assets with finite useful lives, prospectively amortized on a straight-line basis, as shown in the table below:

 

 

Useful life – 2022

(in years)

Software

5

Licenses

5 to 10 years

 

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


8.         Property and Equipment

 

Accounting policy


Property and equipment items are measured are the historical purchase or construction cost, less accumulated depreciation. When applicable, impairment losses are recognized directly in profit or loss for the period.

 

Costs include expenditure directly attributable to the purchase of an asset. The costs of internally generated assets include the costs of materials and direct labor, any other costs to bring the asset to the required location and conditions necessary to operate as expected by management. The replacement cost of a property and equipment item is recognized in its carrying value when it is probable that the economic benefits associated with such item will flow to the Company and its cost can be reliably measured. The costs of day-to-day maintenance of property and equipment are recognized in the Statement of Income as incurred, such as: removal of equipment from the point of sale, repair, reinstallation, freight, and other costs.

 

An item of property and equipment is written off when sold or when no future economic benefits are expected from its use or sale. Any gain or loss arising on the write-off of an asset (determined as the difference between sales proceeds and the carrying amount of the asset) is recognized in the income statement for the period in which the asset is written off.

 

The costs incurred internally and with third parties directly attributable to the installation of the POSs are allocated as property and equipment.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


Estimates and critical accounting judgments


The preparation of consolidated financial statements requires the use of certain critical accounting estimates and the exercise of judgment by the management in the process of applying accounting policies. Since management's judgment involves estimates of the likelihood of future events, the actual amounts may differ from those estimates.

 

Getnet’s main property and equipment are point-of-sale (“POS”) terminals, valued for a useful life of five years (in 2021, three years). This useful life was defined taking into consideration the maintenance performed during the use of the equipment, the lack of spare parts, the technological changes occurred and in progress, and the economic environment in which they operate, considering the planning and other idiosyncrasies of Getnet’s business and the increase in production (data capture and processing transactions by the merchants).

 

Depreciation is calculated on the purchase cost of the asset, plus all costs incurred to bring the asset to the operating conditions expected by management, less its residual value, if any. To calculate depreciation, the Company’s estimates the useful life of each class of tangible assets. This estimate most appropriately reflects the pattern of consumption of the future economic benefits embodied in that class of assets. Depreciation expenses are recognized in the Statement of Income on a straight-line basis. The Company has reviewed the useful life of its assets with a prospective change in estimate to 5 years, as detailed in this section.


 

As at September 30, 2022 and 2021 and December 31, 2021 and 2020, property and equipment are broken down as follows:

 

12/31/2021

Additions

Disposals/ Transfers (1)

Paytec Acquisition (2)

09/30/2022

Point of sale terminals (POS)

1,454,702

479,761

(218,741)

-  

1,715,722

Computers and peripherals

238,466

16,168

(4,616)

319

250,337

Own properties

8,606

-  

-  

-  

8,606

Furniture and fixtures

7,628

892

(1,290)

343

7,573

Land

2,766

-  

-  

-  

2,766

Improvements in own properties

1,150

-  

-  

-  

1,150

Leasehold improvements

6,167

918

(26)

118

7,177

Telecommunications equipment

724

444

(201)

10

977

Provision for impairment

(35,430)

(10,281)

1,991

-  

(43,720)

Total

1,684,779

487,902

(222,883)

790

1,950,588

 

 

 

 

 

 

 

12/31/2021

Additions

Disposals/ Transfers(1)

Paytec Acquisition (2)

09/30/2022

Depreciation Point of Sale terminals

(907,266)

(160,401)

197,281

-

(870,386)

Depreciation Computers and peripherals

(133,050)

(32,746)

(627)

-

(166,423)

Depreciation of own properties

(2,295)

(258)

-  

-

(2,553)

Depreciation of furniture and fixtures

(3,387)

(652)

544

-

(3,495)

Depreciation of improvements in own properties

(670)

(303)

-  

-

(973)

Depreciation of leasehold improvements

(5,797)

(147)

11

-

(5,933)

Depreciation of telecommunications equipment

(716)

(2)

201

-

(517)

Total

(1,053,181)

(194,509)

197,410

-

(1,050,280)

Total, net

631,598

293,393

(25,473)

790

900,308

 

 

 

 

 

 

(1)      Include transfers from Property and Equipment to Inventory, as a common business transaction of the Company.

(2)      Consolidated opening balances referring to the acquisition of Paytec.


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


 

12/31/2020

Additions

Disposals/ Transfers (1)

Eyemobile Acquisition (2)

09/30/2021

Point of sale terminals (POS)

1,416,636

251,469

(217,842)

-  

1,450,263

Computers and peripherals

201,358

28,905

434

46

230,743

Own properties

8,606

-  

-  

-  

8,606

Furniture and fixtures

7,513

227

(262)

118

7,596

Land

2,766

-  

-  

-  

2,766

Improvements in own properties

1,088

-  

(55)

10

1,043

Leasehold improvements

6,203

-  

(36)

-  

6,167

Telecommunications equipment

1,862

-  

(1,145)

7

724

Provision for impairment

(29,685)

(3,767)

-  

-  

(33,452)

Total

1,616,347

276,834

(218,906)

181

1,674,456

 

 

 

 

 

 

 

12/31/2020

Additions

Disposals/ Transfers(1)

Eyemobile Acquisition (2)

09/30/2021

Depreciation Point of Sale terminals

(900,901)

(212,435)

204,425

-

(908,911)

Depreciation Computers and peripherals

(89,704)

(32,395)

583

-

(121,516)

Depreciation of own properties

(1,950)

(259)

-  

-

(2,209)

Depreciation of furniture and fixtures

(2,890)

(518)

223

-

(3,185)

Depreciation of improvements in own properties

(565)

(76)

-  

-

(641)

Depreciation of leasehold improvements

(5,715)

(62)

-  

-

(5,777)

Depreciation of telecommunications equipment

(761)

(15)

64

-

(712)

Total

(1,002,486)

(245,760)

205,295

-

(1,042,951)

Total, net

613,861

31,074

(13,611)

181

631,505

 

 

 

 

 

 

 

(1)      Include transfers from Property and Equipment to Inventory, as a common business transaction of the Company.

(2)      Consolidated opening balances referring to the acquisition of Eyemobile.


The useful life adopted for each class of property, plant and equipment is shown below:

 

Average useful life

Annual depreciation rate

Point of Sale (POS) terminals (1)

5 years

20%

Computers and peripherals

5 years

20%

Own properties

25 years

4%

Furniture and fixtures

10 years

10%

Improvements in own properties

10 years

10%

Leasehold improvements

4 years

25%

Telecommunications equipment

5 years

20%

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


 

Accounting policy


Provisions for risks (labor, civil, and tax) are recognized when: (a) there is a present obligation as a result of a past event; (b) it is probable that an outflow of funds will be required to settle the obligation; and (c) the amount has been reliably estimated. In case of a series of similar obligations, the likelihood that an outflow will be required to settle them is determined taking into consideration the class of obligations as a whole.

 

A provision for tax, civil and labor risks is recognized in the consolidated financial statements when the risk of loss in an administrative or judicial proceeding is considered probable, with a probable disbursement of funds to settle the obligations, and whenever the amounts involved can be reliably measured. The definition of the probability of loss is an estimate based on the opinion of legal advisors and management, the nature of the proceedings, similarity with previous cases, and the complexity of the courts.


Contingent assets are not recognized in consolidated financial statements since they refer to results that might never be realized. However, when the realization of the gain is virtually certain, then the related asset is no longer a contingent asset and its recognition becomes appropriate. Contingent assets with a probable favorable outcome are only disclosed in the notes to the consolidated financial statements. At September 30, 2022 and September 30, 2021, Getnet had no contingent assets.

 

Contingent liabilities assessed as possible losses are not recognized in consolidated financial statements and are instead only disclosed in explanatory notes. Contingent liabilities assessed as remote losses are neither recognized nor disclosed.

 

Estimates and critical accounting judgments


The risk of loss classification is an estimate that requires material judgment in accounting for and disclosing provisions for judicial and administrative proceedings, as well as the estimate of amounts, the complexity of the proceedings, and the history of the lawsuits and similar proceedings.

 

The Group is a party to tax, civil and labor proceedings. These proceedings are in progress and are being discussed at the administrative and judicial levels. The provisions were recognized based on the nature, complexity, and outcome history for similar proceedings, as well as on the loss assessment for the Group’s proceedings, based on the opinions of the Company’s in-house and outside legal counsel. The Group’s policy is to fully provide for the amount at risk in proceedings assessed as probable losses.

 

Labor lawsuits are related to claims mainly by former employees of the Company. Civil lawsuits refer to claims for damages from suppliers, damages caused to third parties and litigation in contractual matters.


a)       Probable losses             

             

 

09/30/2022

12/31/2021

Civil

3,663

2,895

Labor

14,615

12,118

Tax

2,160

-

Total

20,438

15,013

 

Getnet is party to lawsuits discussed at the administrative level which analyzing its nature, do not qualify has a probable loss risk. The main lawsuits that qualify as contingency with possible losses are listed below:

b)       Possible losses

 

 

09/30/2022

12/31/2021

Civil

60,112

52,137

Labor

23,724

26,382

Tax

961,109

812,700

Total

1,044,945

891,219

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


Tax - Tax on services

 

The Company is party to three lawsuits related to the collection of taxes on services, of which it was cited in 2016. The tax assessments issued by the Finance Department of the City of São Paulo, refer to the alleged existence of revenues from the provision of services, correlated to technical support services, such as installation, configuration and maintenance of computer programs, and currently amount to R$83 million (R$75 million on December 31, 2021). For all tax assessments received related to this subject, the Company believes that the likelihood of loss is possible.

 

Tax – Income taxes and social contributions

 

Federal Tax Office of Brazil issued infraction notices against Getnet and Santander Brazil related to income taxes and social contribution, including late payment charges, related to the tax deduction for the amortization of goodwill paid on the acquisition of Getnet Tecnologia referring to period from 2014 to 2018. In the Federal Tax Office of Brazil’s perspective, the Company would not have complied with the legal requirements for amortization. Getnet and Santander Brazil presented their respective defenses and are awaiting judgment at the administrative level. The amount of the potential loss was approximately R$871,0 million, not booked as a provision as of September 30, 2022 (R$812,7 million on December 31, 2021).

c)       Judicial deposits

 

 

09/30/2022

12/31/2021

Civil

2,848

1,389

Labor

22,395

17,788

Tax

1,111

1,017

Total

26,354

20,194

(1)      Judicial deposits recognized in the balance sheet line "Other assets".

 

d)       Provision movement

 

 

09/30/2022

09/30/2021

 

Civil

Labor

Tax

Total

Civil

Labor

Total

Opening balance

2,896

12,117

-  

15,013

1,872

9,553

11,425

Additions

1,328

5,168

2,160

8,656

5,149

1,051

6,200

Reversals/payments

(561)

(2,670)

-  

(3,231)

(3,206)

(1,136)

(4,342)

Closing balance

3,663

14,615

2,160

20,438

3,815

9,468

13,283


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)

 

 

Accounting policy


The provisions for current taxes are recognized at a 15% rate plus 10% surtax for income tax and a 9% rate for social contribution on profit adjusted according to the prevailing tax law.

 

Deferred income tax and social contribution are entirely recognized on temporary differences between assets and liabilities recognized for tax purposes and the carrying amounts of assets and liabilities in the consolidated financial statements. Deferred income tax and social contribution are determined based on the tax rates and tax law in effect at the date the consolidated financial statements are prepared and applicable when the related income tax and social contribution are realized. The recovery of the balance of deferred tax assets is reviewed on a quarterly basis 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 for the expected recoverable amount.

 

Current and deferred taxes are recognized in profit or loss unless they are related to items recognized directly in equity.

 

Taxes on revenue is related to PIS and COFINS that are contributions levied by the Brazilian Federal government on gross revenues. These amounts are invoiced to and collected from the Company’s customers and recognized as deductions to gross revenue (Note 14 a)) against tax liabilities, as we are acting as tax withholding agents on behalf of the tax authorities. PIS and COFINS paid on certain purchases may be claimed back as tax credits to offset PIS and COFINS payable. These amounts are recognized as Recoverable taxes and are offset on a monthly basis against Taxes payable and presented net, as the amounts are due to the same tax authority.

 

Taxes on services is related to ISS is a tax levied by municipalities on revenues from the provision of services. ISS tax is added to amounts invoiced to the Company’s customers for the services the Company renders. These are recognized as deductions to gross revenue (Note 14 a)) against tax liabilities, as the Group acts as agent collecting these taxes on behalf of municipal government


10.1              Reconciliation of the income tax and social contribution expense:

 

 

09/30/2022

09/30/2021

Net income before taxes

544,756

412,300

Statutory rate

34%

34%

Expected income tax and social contribution, calculated with statutory rate

(185,217)

(140,182)

Permanent additions

 

 

Non-deductible expenses

(2,058)

(105)

Non-deductible management’ benefits

(3,478)

(3,423)

Permanent exclusions

 

 

Tax incentive - Hunger Prevention Program

2,176

-  

Goodwill  amortization

-  

1,453

Interest on equity

32,688

-  

Additions (reversal) of income taxes and social contribution temporary differences

 

 

Additions (reversal) of income taxes and social contribution temporary differences

2,999

6,420

Income tax in profit or loss for the period

(152,890)

(135,837)

Effective tax rate

28%

33%

 

 

 

Current

(115,509)

(95,071)

Deferred

(37,381)

(40,766)

 

Under Brazilian tax law, temporary differences and tax losses can be carried forward indefinitely, however the loss carryforward can only be used to offset up to 30 % of taxable profit for the period.


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


10.2              Deferred income tax assets and liabilities

 

Breakdown of deferred tax assets

09/30/2022

12/31/2021

Provision for contingencies

8,259

5,105

Provision for personal bonuses

21,306

21,849

Provision for other expenses (1)

58,272

46,029

IFRS 16 adjustments

1,065

7,969

Provisions for losses

15,320

2,329

Tax credit – Contribution of tax basis (2)

280,398

338,753

Total

384,620

422,034

(1) Refers substantially to accruals related to accounts payable and transfers costs to debit and credit cards brands.

(2) Refers tax credit related the spin-off. See note 1 “The spin-off of Getnet from Banco Santander (Brasil) S.A.” for further details.


Estimate of tax credit realization

09/30/2022

 

Consolidated

2022

58,249

2023

148,160

2024

81,626

2025

74,652

2026

18,598

2027 to 2028

3,335

Total

384,620

 

Breakdown of deferred tax liabilities

09/30/2022

12/31/2021

Other temporary differences

8,269

3,345

Total

8,269

3,345

 

10.3               Income taxes payables and other tax payables

 

 

09/30/2022

12/31/2021

Taxes on revenue (PIS and COFINS)

11,054

17,547

Income taxes

30,020

6,534

Withholding income tax (IRRF)

1,158

1,724

Tax on services (ISS)

4,696

4,902

Other taxes

1,726

269

Total

48,654

30,976

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


 

Accounting policy


The amount earned by the key executives during the period are reported in Selling, General and Administrative expenses in the Consolidated Statement of Income. 

 

The provision regarding the retained bonus is recorded at cost, as the amount in cash and in Units is a fixed amount in Brazilians reais. The number of Units will be based on the market value of the Santander Brazil ‘Units at the date it is transferred to the key executives.

 

The amount regarding the retained bonuses is recorded in Other liabilities in the Balance Sheet. In case the key executive resigns prior the bonus schedule agreed, the equivalent amount is not paid, and equivalent provision is recorded as a credit in specific Selling, General and Administrative expenses. After the provision for the period is recorded in Other liabilities, no change in the provision related to individual or Company performance.


The main balances with the related party are shown below:

 

 

Assets (liabilities)

September 30, 2022

Assets (liabilities)

December 31, 2021

Assets

5,872,750

8,464,812

Cash and cash equivalents

64,721

372,151

Santander Brazil (1)

64,721

372,151

Financial investments

317,895

839,427

Santander Brazil (1)

317,895

839,427

Accounts receivable

104,683

173,279

Santander Brazil (1)

104,414

173,279

Pagonxt Merchant Soluções Tecnológicas Brasil Ltda. (2)

269

-

Onlending of accounts receivable

5,385,451

7,079,955

Santander Brazil (1)

5,385,451

7,079,955

Liabilities

(19,541,987)

(22,308,966)

Accounts payable

(18,937,449)

(18,858,043)

Santander Brazil (1)

(18,937,449)

(18,858,043)

Loans and borrowings

(604,538)

(3,450,923)

Santander Brazil (1)

(604,538)

(3,450,923)

Total

(13,669,237)

(13,844,154)

 

 

 

 

Revenue (expenses)

September 30, 2022

Revenue (expenses)

September 30, 2021

Finance income, net

39,190

17,314

Santander Brazil (1)

39,190

17,314

Revenue from services (3)

1,048,725

835,534

Santander Brazil (1)

1,044,314

832,694

Pagonxt Merchant Soluções Tecnológicas Brasil Ltda. (2)

4,411

2,840

Selling, General and Administrative expenses

(93,772)

(61,321)

Santander Brazil (1)

(93,772)

(61,321)

Total

994,143

791,527

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


(1)  Banco Santander (Brasil) S.A. - Related Party - On April 16, 2021, Santander Brazil and Getnet established a commercial partnership with each other, within the national territory, for the purpose of offering certain financial and payment services and solutions to their respective customers ("Partnership"). Among the services object of the Partnership, we highlight the anticipation of receivables for the benefit of commercial establishments, whose operations may be conducted and made feasible by Santander Brazil and/or Getnet, subject to the terms of the Partnership. Also within the scope of the Partnership, Santander Brazil will promote the distribution of certain services and products offered by Getnet to its customer base, in addition to providing funding to the credit operations to be conducted by Getnet and/or its subsidiaries. Getnet, in return, will take care of the origination of credit operations and leads for Santander Brazil, through the capture and indication of potential customers who have an interest in contracting credit operations and/or certain services offered by Santander Brazil.
(2) Pagonxt Merchant Soluções Tecnológicas Brasil Ltda. - the main activities are the capture, transmission and processing of data and information, through a network of several equipments; management of payments and receipts made to commercial establishments to the network for which it provides services; provide consulting services, development and sales of systems, software and hardware.
(3) This line includes the amounts recognized as revenue from contractual remuneration arising from the contract signed with Santander Brazil in the first semester of 2021. See note 14.


Compensation of key management personnel

The Annual Shareholders’ Meeting approved an overall annual compensation of Getnet’s management (Executive Director’s and Executive Committee members) totaling up to R$42,780. The total expense paid to the key management personnel through September 30, 2022 was R$18,456 (September 30, 2021: R$17,250).

 

At the same time, the new variable remuneration plan was approved, with a long-term payment projection divided into 50% through Units issued by Getnet (GETT11) and 50% in cash. The new program establishes indicators and achievement ratings as annual triggers for future payments. On September 30, 2022, the Company recognized in its result for the period the estimated amount corresponding to the current period with payment expected as of 2024.

Until 2021, the Company had a variable compensation plan paid in Units issued by Santander Brazil (SANB11) and in cash, as a bonus withheld under the executive retention program.  The amount of the retained bonus was fixed in Brazilian Reais, where 50% was paid in cash and 50% in Units purchased at market value and delivered to the executive's broker account. The amount equivalent to 60% of the bonus was paid in cash after the end of the fiscal year of the acquisition and the remainder (40%) paid in three annual installments.

 

For 2022, a variable remuneration plan was initially approved, with long-term payment projection divided into 50% through Units issued by Getnet (GETT11) and 50% in cash. However, still in 2022, this plan was replaced by a new long-term remuneration program, with payments (premiums) resulting from the exercise, by participants, of rights granted by the Company, based on the equity variation of the controlling shareholder - PagoNxt - and conditioned on the occurrence of a liquidity event at PagoNxt, as detailed in note 12. On September 30, 2022, the total expenses related to the variable remuneration plans of the Getnet’s management was R$10,178 (R$8,504 on September 30, 2021).

 

 

09/30/2022

09/30/2021

Fixed compensation

7,942

6,067

Variable compensation – Cash

7,222

3,894

Variable compensation – Units

-

1,956

Others

336

723

Total short-term benefits

15,500

12,640

Variable compensation – Units

-

2,533

Variable compensation – ILP Pagonxt

2,956

-

Variable compensation – Cash

2,077

Total long-term benefits

2,956

4,610

Total

18,456

17,250

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


 

Accounting Policy


In 2021 the Company´s indirect majority shareholder, PagoNxt S.L., introduced a Long Term Incentive Plan (or ´LTIP´, or ´Plan´) for certain eligible employees of the Company. The Plan is accounted for under IFRS 2 Share based payments and under IFRS 2 it is classified as a cash-settled plan.

 

A cash-settled plan is recognized as a financial liability and measured at fair value with periodic changes in fair value recognized in the consolidated statement of income. The share-based payment expense for each employee is accrued over time as the employee delivers services to the Company between the grant date and vesting date. The expense, including changes in fair value, is classified within Selling, General and Administrative expenses in the consolidated statements of income.
  
The fair value of the financial liability is estimated based on a combination of market and income based approach as per IFRS 13 Fair value measurement. Significant judgment is required in estimating the fair value through the methodology and assumptions for key inputs to the model such as timeframe, volatility, discount rate and dividend yield. More specifically a Monte Carlo Simulation model was deemed to be the most appropriate model to estimate the fair value of the underlying asset (i.e. ordinary shares) to each instrument. PagoNxt S.L. performed the estimation of the fair value of the instruments included in the Plan using a third party expert.

Specific details of the Plan, its instruments and the fair value methodology can be identified below.

 


The purpose of the LTIP is to promote the interests of PagoNxt through the motivation, attraction and retention of key employees and directors. At the discretion of Management, key employees and directors were identified for their eligibility to the Plan. In total 143 Participants participate in the Plan, of which 121 participate in the Staking Grant and all 143 participate in the Annual Grant:


  Annual Grant 2022: program under the Plan by virtue of which Participants shall be granted with:
  o Restricted Share Units (“RSU”) and/or Premium-priced Options (“PPO”). Participants will pre-vest their rights to obtain the Grant’s instruments by remaining in the Company or by occupying the relevant corporate position for PagoNxt at the end of each calendar year.

  Staking Grant: program under the Plan by virtue of which Participants may be granted with Unit Options (“UO”). Its pre-vesting is based on the achievement of four financial objectives (“Performance Hurdles”):


However, these Performance Hurdles are limited by the following time restrictions:




o Until December 31, 2023: no Unit Options can be pre-vested even if Hurdles are met.

o January 1, 2024 to December 31, 2024: up to 2 tranches of the awarded UO can pre-vest.

o
January 1, 2025 to December 31, 2025: up to 3 tranches of the awarded UO can pre-vest.

o
January 1, 2026 to December 31, 2026: all 4 tranches of the awarded UO can pre-vest.


 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


 
The main characteristics of each instrument are:

  Restricted Share Units (RSU) – Annual Grant 2022: units representing the right to receive one share (or an equivalent cash amount) in accordance with the terms set in the Agreement and tied to the occurrence of a Liquidity Event as defined in the Plan.
  Premium-priced options (PPO) – Annual Grant 2022: right for the Participants to receive stock options over a number of Company Shares (or its cash equivalent, under certain conditions) at the defined Strike Price (1,33 x Grant Date share price) and tied to the occurrence of a Liquidity Event as defined in the Plan.
  Unit Options (UO) – Staking Grant: participant’s right under the Staking Grant program to be awarded 1:1 Company Shares (or its cash equivalent) upon occurrence of a Liquidity Event and in accordance with the terms set in the Plan.


The grant date of the Plan is June 15, 2022 with pre-vesting initial date December 31, 2023 for the Annual Grant and January 1, 2024 for the Staking Grant. The vesting termination date is December 31, 2027 for the Annual Grant and December 31, 2026 for the Staking Grant. The Company thereby accrues the share-based payment expense from the grant date to the vesting termination date.


The period share-based payment expense may decrease in the event of forfeiture when one or several participants leave the Company. Similarly, the periodic share-based payment expense is adjusted up and down depending on the calibration of the fair value of each instrument. Each of the instruments´ fair value is principally impacted by the estimated value of an ordinary PagoNxt share at the vesting termination date (i.e. future cost), discounted to the grant date. The fair value of each instrument is calibrated periodically at year-end.


Under the cancellation program, participants shall be entitled to request the Company to buy back their pre-vested instruments for a certain amount of cash, if certain conditions are met. The cancellation program will start on January 1, 2027, for the pre-vested UO granted under the Staking Grant program and on January 1, 2028 for the Pre-vested RSUs and/or Pre-vested PPOs granted under the Annual Grant program.
The table below shows the balance of each of the three instruments on September 30, 2022:


The table below shows the balance of each of the three instruments on September 30, 2022:

 

Modality

Quantity

Vesting period

Amount of the plan at 09/30/2022

Staking Grant - UOs

170,039 

From 2022 to 2026

4,036 

Annual Grant - PPOs

106,827 

From 2022 to 2027

1,597 

Annual Grant - RSU

56,079 

From 2022 to 2027

1,640 

Total

332,945 

 

7,273 

 


Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


The movement of the period for each of the three instruments is shown below:

 

 

Uints

 

PPO

 

RSU

 

Quantity

Fair value accumulated

 

Quantity

Fair value accumulated

 

Quantity

Fair value accumulated

Start balance

 

 - 

 

Granted

183,790 

4,362 

 

 114,503 

1,712 

 

60,832 

1,779 

Instruments forfeited

(13,751)

(326) 

 

(7,676) 

(115) 

 

(4,753)

(139) 

Final balance

170,039 

 4,036 

 

 106,827 

1,597 

 

56,079 

 1,640 

 

None of the instruments under the Plan were exercised or matured in the period between grant date and September, 30 2022.


The fair value of the three instruments was measured based on the characteristics of each of their respective instruments. These estimates considered the following assumptions:

 

 

UO

 

PPO

 

RSU

Fair value of instrument (converted from EUR to BRL)

381

 

293

 

578

Expected volatility

57.45%

 

57.45%

 

57.45%

Option life

-

 

5.5 years

 

-

Risk-free interest rate

2.17%

 

2.33%

 

2.33%

Expected dividends

0%

 

0%

 

0%

 

The expected volatility was determined on the basis of the historical average of volatility of publicly traded peer companies to PagoNxt.

 

On September 30, 2022, the Company recorded a financial liability for the Plan of R$7,273 and recorded the same in the consolidated statement of income.

13.      Share Capital and Reserves

 

Accounting policy


The distribution of dividends to the Company’s shareholders is recognized as a liability in the Company’s consolidated financial statements at the year end, pursuant to its bylaws. Any amount in excess of the mandatory minimum dividends is accrued on the date such dividends are approved by the Executive Director’s Meeting. 

 

Pursuant to the Company’s bylaws, shareholders are entitled to annual minimum dividends equivalent to 25% of net income for the year, adjusted as provided for by the Brazilian Corporate Law.

 

At the end of the reporting period, the Company recognizes a liability for the payment dividends when this distribution becomes a present obligation, corresponding to the portion of unanticipated mandatory minimum dividends and/or additional dividends, the distribution of which has been duly approved by the relevant reporting date.


 (a)     Share capital

 

On February 24, 2021, the shareholder on that date, Santander Brazil, approved: a stock split at a ratio of one to 26.83421551 as a result of which our capital stock was represented by 1,866,722,202 common shares, with no par value, and a conversion of 916,003,725 preferred shares and 950,718,477 of common shares.

 

The preferred shares created as a result of the split will have dividends calculated with a value 10% higher than the dividends distributed to the holders of the common shares.

Capital at September 30, 2022 and December 31, 2021 is R$1,422,496, represented by 950,718,477 registered common shares and 916,003,725 preferred shares and 1,866,722,202 common shares, respectively.

 

The Company is authorized to increase the capital stock, by resolution of the Board of Directors, independent of statutory reform, up to the total limit of 5 billion common or preferred shares. 


 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


 

(b)    Retained earnings and other reserves

 

Legal reserve


The legal reserve is recognized annually with the allocation of 5% of net income for the year, without exceeding 20% of capital. The purpose of the legal reserve is to ensure the integrity of capital and can only be utilized to offset losses or increase the Company’s capital. On September 30, 2022, the Company recorded a legal reserve in the amount of R$19,697 (R$13,695 on September 30, 2021).

 

Statutory reserve

 

The statutory reserve consists of the balance of the remaining net income for the year, as proposed by the Executive of Directors and approved by the Shareholders’ Meeting. The statutory reserve consists of: (i) fifty percent (50%) profit retention reserve strengthening for the purpose of guaranteeing financial means for Getnet’s operation; and (ii) fifty percent (50%) reserve for dividend equalization for the purpose of guaranteeing adequate funds to continue the semiannual distribution of dividends.

 

On September 30, 2022, the Company recorded a statutory reserve in the amount of R$120,612 (R$67,044 September 30, 2021), 50% of which was recorded as a profit retention reserve and 50% as a reserve for dividend equalization.

 

Capital reserve

 

The capital reserve was recognized for capital reserves can only be used to offset losses that exceed the retained earnings and other reserves; redeem, reimburse, or buyback of shares; added to the share capital; and other transactions allowed by the Brazilian Corporate Law. In the first quarter of 2021, tax credit of R$398,533 was recognized due to the contribution of tax basis from Santander Brazil. Refer to footnote 1 for details.

 

(c)     Dividends and Interest on capital

Getnet defined in the bylaws the minimum 25% of the net income, in compliance with the provisions of the Brazilian Corporate Law 6,404/76. Regarding the result for the period September 30, 2022 and September 30, 2021 the Company recorded a distribution of dividends and interest on equity in the amount of R$96,145 (R$44,550 at September 30, 2021).

During the period the Company paid the amount of R$393,662, of which R$298,000 was related to the distribution of interest on equity for the year ended December 31, 2021 and R$95,662 was related to the proposed distribution of interest on equity for the period September 30, 2022, where R$14,349 is related to withholding income tax from interest on equity.

14.      Revenue from services and Costs of Services

 

Accounting policy


All revenues earned by the Company follow the revenue recognition concepts, according to the steps described below:

 

- Step 1: identify the contracts with a customer.

- Step 2: identify all the individual performance obligations within the contract.

- Step 3: determine the transaction price.

- Step 4: allocate the price to the performance obligations.

- Step 5: recognize revenue when (or as) the entity satisfies a performance obligation.

 

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


Revenue from contracts with customers is recognized as control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Getnet expects to be entitled in exchange for those goods or services in the ordinary course of Getnet.

 

Getnet as a lessor operates in leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset. POS rental revenues arising is accounted for on a straight-line basis over the lease terms and is included in Revenue from services in the Consolidated Statement of Income due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. POS rental revenue is recognized in the period in which they are earned. Getnet has cancelable month-to-month lease contracts related to electronic transaction capture equipment to third parties. The leased assets are included in ‘Property and equipment’ in the Consolidated Statement of Income and are depreciated over their expected useful lives. Revenues from operating leases (net of any incentives given to the lessee) is recognized on a straight-line basis over the lease term in ‘Revenue from services’ in the line item ‘POS rental’ in the ‘Consolidated Statement of Income’.

 

Getnet revenue from contract with customers and the respective performance obligations and judgments substantially comprises:

  • Merchant acquisition, processing services revenue and capture revenue are recognized at the time the purchase is approved by the financial institution. The performance obligation is satisfied once the electronic payment processing services including the capture, transmission, processing and settlement of transactions carried out using credit and debit cards are approved by the financial institution. Getnet has multiple arrangements with different clients in which consideration is variable upon the volume of transactions processed in a given period of time depending on the clients’ use (i.e., number of payment transactions processed, number of cards on file, etc.); as such, the total transaction price is variable. Getnet allocates the variable fees charged to the day in which it has the contractual right to bill its clients, therefore revenue is recognized at a point in time.

 

  • Revenue from the rental of the POS to commercial establishments, which are recognized when the service contract obligation is fulfilled. The performance obligation is satisfied over the time of the contract considering the equipment availability upon delivery of the POS to clients. Getnet accounts for equipment rental as a separate performance obligation and recognizes the revenue at its standalone selling price, considering that rental is charged as a fixed monthly fee. Revenue is recognized within net revenue on a straight-line basis over time of the contract, net of tax, beginning when the client obtains control of the equipment lease. Getnet does not manufacture the equipment but purchases from third-party vendors.
  • Resale recharge revenues, which are recognized when the respective credit is transferred to the customer. The performance obligation is satisfied when the digital phone recharge credit is transferred to the clients of commercial establishments. These recharges are sold through POS and the Company acts as an agent of telecommunication operators for the Commercialization of Telephony Recharge Digital Credits since these credits are acquired from telecommunication operators for a fixed price and subsequently sold to the clients through the acquisition cost plus a margin. Since the telecommunication operators has primary responsibility for fulfilling the services to the customer, Getnet account this transaction as an agent. The revenue is recognized at a point in time.

 

  • Prepayment revenue are recognized at the time of transfer of the respective prepayments by Santander Brazil. The performance obligation is satisfied when commercial establishments receive the anticipation of its accounts receivables (Getnet’s account payable) from Santander Brazil to the merchant (commercial establishments). 

 

The transaction price is based on the terms and conditions in which Santander Brazil calculates the profit from prepayment of receivables transactions. In this context, the profit is reduced by the expenses incurred by Santander Brazil in order to provide prepayment of receivables to merchants, including: i) acquiring expenses, which are the costs incurred by Santander Brazil in transferring funds to other banks as a result of the prepayment of receivables and the provision of payment services by Getnet and ii) prepayment expenses.

 

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


Prepayment expenses include the following components:

(a) the costs incurred by Santander Brazil to fund prepayment;

(b) the expenses incurred by Santander Brazil with technology systems to support the prepayment;

(c) taxes incurred in connection with the prepayment;

(d) costs incurred by Santander Brazil to transfer funds to commercial establishment’s bank account in connection with the prepayment of receivables to Getnet; and

(e) Santander Brazil operating losses in the provision of prepayment of receivables services to Getnet merchants.

 

  • The Partnership Agreement provides that Santander Brazil will reimburse us the amount of discounts which we provide to attract and/or retain customers which are deemed to be of strategic importance to us and Santander Brazil.

 

  • Other revenue from services rendered is recognized to the extent that Getnet satisfies the performance obligations, at a point in time, fulfilling the provision of services.

 

a) Revenue from services

 

09/30/2022

09/30/2021

Merchant acquisition and contractual remuneration (1) and (2)

1,565,719

1,082,750

Profit share

526,570

478,863

Processing services revenue and capture

168,109

143,469

POS sales(1)

4,166

29,155

Recharges sales

5,709

7,382

Other

25,338

29,659

Taxes on services

(156,980)

(122,043)

Subtotal

2,138,631

1,649,235

POS rental(1)

422,908

412,290

Taxes on services

(39,119)

(38,137)

Subtotal

383,789

374,153

Net revenue

2,522,420

2,023,388

 

 

 

Point in time, net of tax

2,138,631

1,649,235

Over time, net of tax

383,789

374,153

Net revenue

2,522,420

2,023,388

(1)      This item contains discounts related to POS sales incentive, unconditional discounts and other discounts granted.

 

(2)      The amount recognized in this line as revenue from contractual remuneration arises from the contract signed between Santander Brazil and Getnet in the first semester of 2021.

 

b) Costs of services

 

09/30/2022

09/30/2021

Fees and commissions (1)

(920,071)

(598,659)

Cost of POS sales and other fees

(9,762)

(68,696)

Depreciation / amortization

(160,401)

(205,092)

Personnel, technology, system and other

(348,842)

(362,010)

Total

(1,439,076)

(1,234,457)

 

(1)     Contain costs for obtaining contracts, such costs are related to variable commission fees paid to intermediaries and are exclusively linked to the conclusion of contracts for the provision of services and rental revenue with Company clients. commission fees are the only cost at which the Company would not have incurred if the contract had not been obtained. These costs are initially recognized on the line of other Company assets and amortized on a linear basis during the period of the contracts with clients, in a manner compatible with the provision of services linked to the contract. On September 30, 2022, the Company maintained in the group of other assets the total amount of R$2,357 referring to incremental costs for obtaining a contract. The amount of R$338 for amortization and R$70 for the reduction in recoverable value was recognized in relation to the costs capitalized in the period.



Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


15.      Expenses by Nature

 

a)       Selling, General and Administrative expenses

 

 

09/30/2022

09/30/2021

Personnel expenses and social charges (1)

(209,578)

(131,506)

Technical support

(132,911)

(56,280)

Depreciation and amortization

(68,920)

(58,925)

Advertising

(24,777)

(27,419)

Provisions net of reversal

(16,658)

(10,536)

Technology and systems

(12,776)

(3,248)

Facilities and materials

(4,692)

(2,542)

Communications

(2,379)

(890)

Taxes except income tax

(896)

(271)

Surveillance and cash transport services

(190)

(360)

Other administrative expenses

(33,469)

(12,662)

Total

(507,246)

(304,639)

 

(1)      Getnet offers its employees a compensation plan with profit sharing. The compensation amount is defined by the metrics formalized in the plan, which is approved by Management. On September 30, 2022, Getnet recognized in the result of its financial statements the amount of R$36,998 (R$33,784 on September 30, 2021).

 

b)      Other expenses, net

Other expenses net includes chargeback and refund expenses when our merchants refuse to or cannot reimburse chargebacks and refunds resolved in favor of their customers.

 

In the event that a billing dispute between a cardholder and a merchant is not resolved in favor of the merchant, including in situations in which the merchant is engaged in fraud, the transaction is typically “charged back” to the merchant and the purchase price is credited or otherwise refunded to the cardholder. If we are unable to collect chargeback from the merchant’s account, or if the merchant refuses to or is unable to reimburse us for a chargeback due to closure, bankruptcy or other reasons, we may bear the loss for the amounts paid to the cardholder.

 

In the nine months ended September 30, 2022 and 2021, Getnet recorded losses as a result of chargebacks net of refunds in the amount of R$46,555 and R$24,994, respectively.

 

16.      Finance Income, net

 

 

09/30/2022

09/30/2021

Finance income:

 

 

Income from short-term investments

56,829

32,607

Other (1)

235,809

28,687

Total

292,638

61,294

Finance costs:

 

 

Interest and charges on borrowings

(180,849)

(51,604)

Other finance costs

(8,831)

(128)

Interest expenses incurred on lease liabilities

(1,780)

(1,291)

Total

(191,460)

(53,023)

Foreign exchange losses, net

(32,845)

(9,775)

Total

68,333

(1,504)

 

(1)      The increase in the line of "Other" occurred due to the beginning of the prepayment transactions of amounts payable to commercial establishments, carried out by Getnet, which intensified as of the second half of 2021 due to the operation carried out by Getnet between SCD.

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated)


17.      Earnings per Share

 

Accounting policy


Basic earnings per share

 

The Company calculates the value of the basic result per share for the earning or loss attributable to the holders of common and preferred shares of the company and, if presented, the earning or loss resulting from continued operations attributable to the holders of these respective shares by dividing the earning or loss attributable to the holders of common and preferred shares by the weighted average number of common and preferred shares held by shareholders during the period.

 

Diluted earnings per share

 

The Company calculates the value of the basic result per share for the earning or loss attributable to the holders of common and preferred shares of the company and, if presented, the earning or loss resulting from continued operations attributable to the holders of these respective shares by dividing the earning or loss attributable to the holders of common and preferred shares by the weighted average number of common and preferred shares held by shareholders during the period that would be issued if all potential dilutive shares had been converted.

 

At September 30, 2022, there is no difference between basic and diluted earnings per share as there were no potential dilutive rights on these shares. The Statement of Income includes a breakdown of earnings per share.

As mentioned in note 13.a, the preferred shares will have dividends calculated with a value 10% higher than the dividends distributed to the holders of the common shares.

 

 

September 30, 2022

September 30, 2021

Net income for the period attributable to common shareholders (1)

191,249

161,817

Weighted average number of common shares (in thousands of shares)

950,718

1,135,261

Basic and diluted earnings per share for profit attributable to common shareholders (in R$)

0.20

0.14

Net income for the period attributable to preferred shareholders (1)

202,693

114,687

Weighted average number of preferred shares (in thousands of shares)

916,004

731,461

Basic and diluted earnings per share for profit attributable to preferred shareholders (in R$)

0.22

0.16

 

(1)      Net income attributable to common and preferred shareholders is based on the allocation of total net income based on the respective weighted average number of shares adjusted to reflect a 10% higher allocation of profit per share for preferred shareholders compared to common shareholders in line with the 10% higher preference in dividend distribution. 

18.      Items not affecting cash

 

In preparing the Company's statements of cash flows, the net cash generated by financing and investing activities include only those transactions that altered the Company’s cash. The table below shows all the other movements in the balances of investing and financing activities which did not involve the use of cash and/or cash equivalents:

 

September 30, 2022

September 30, 2021

Additions and contractual changes (IFRS 16)

2,337

(8,576)

Incorporation of Paytec (IFRS 16)

4,278

-

Tax credit – spin-off (1)

-

398,533

Dividends/interest on equity declared and not yet paid

791

44,551

Asset Capital gain

17,773

-

Deferred taxes on asset capital gain

4,955

-

 

 

 

 

(1)      Refers tax credit related the spin-off. See note 1 “The spin-off of Getnet from Banco Santander (Brasil) S.A.” for further details. 

 

Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento

Notes to the Unaudited Consolidated Financial Statements

(In thousands of Brazilian reais - R$, unless otherwise stated) 


19.      Subsequent events

 

The offer registration in Brazil was granted by CVM on October 27, 2022, and the offers were released on October 31, 2022, through publication in the newspaper “Valor Econômico”, from the “Edital da Oferta Pública de Aquisição e Units e Ações para Cancelamento de Registro de Companhia Aberta e Consequente Saída do Segmento Tradicional da B3 S.A. – Brasil, Bolsa, Balcão” and the archiving of Schedule TO to the SEC. The launch of the offers was also a material fact disclosed by the Company on October 31, 2022.




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Image1             

GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A. – INSTITUIÇÃO DE PAGAMENTO

Publicly-Held Company with Authorized Capital

Corporate Taxpayers Registry no. 10.440.482/0001-54

Company Registry (NIRE): 35.300.567.064

 

EXCERPT OF THE MINUTES OF THE ORDINARY BOARD OF DIRECTORS’ MEETING

 

1.DATE, TIME, AND PLACE. Held on November 1, 2022, at 3p.m., by remote means, in accordance with the bylaws of Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento ("Company"), with its headquarters at Av. Pres. Juscelino Kubitschek, no. 2041, 12th floor, Bloco A - Cond. WTORRE JK - Vila Nova Conceição – CEP 04543011 – São Paulo/SP.

 

2.NOTICE AND ATTENDANCE. Call notice was made in the terms set forth in the Article 18, §1 of the Company’s bylaws, and it was verified the attendance of the following Board members: Carlos Rey de Vicente, Ignacio Narvarte Ichazo, Javier San Félix Garcia, João Guilherme de Andrade Só Consiglio, Marcelo Augusto Dutra Labuto and Cássio Schmitt.

 

3.MEETING BOARD. Carlos Rey de Vicente – President; Daniela Mussolini Llorca SanchezSecretary.

 

4.AGENDA. Deliberating on the Company’s Financial Statements of the 3rd Quarter of 2022.

 

5.RESOLUTIONS. After discussions and clarification, the member of the Board of Directors approved, unanimously and without reservations, the Company’s quarterly financial statements pertaining to the 3rd quarter of 2022 presented by the Executive Board, which shall be officially disclosed to the market on November 8, 2022.

 

The resolutions taken by the Board of Directors were based on the informational material presented by the Executive Board, which shall be filed in the Company’s headquarters.

 

6.CLOSURE: As there was nothing further to discuss, the meeting was closed and these minutes drawn up, read, and sent for electronic signing by all the attendees. Meeting Board: Carlos Rey de Vicente President; Daniela Mussolini Llorca SanchezSecretary. Board Members: Carlos Rey de Vicente, Ignacio Narvarte Ichazo, Javier San Félix Garcia, João Guilherme de Andrade Só Consiglio, Marcelo Augusto Dutra Labuto, and Cassio Schmitt.

 

I certify that this excerpt is based in the minutes drawn up in the appropriate corporate book.

 



São Paulo, November 7, 2022.




Daniela Mussolini Llorca Sanchez



Secretary


 


SIGNATURES

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

Date: November 08, 2022    

 

GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A.

 

By: /s/ André Parize Moraes

 

Name: André Parize Moraes

 

Title: Chief Financial Officer and Investors Relations Officer