Toggle SGML Header (+)


Section 1: DRS/A

DRS/A
Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

As confidentially submitted to the Securities and Exchange Commission on September 19, 2017

No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PagSeguro Digital Ltd.

(Exact name of Registrant as specified in its charter)

 

 

 

The Cayman Islands

(State or other jurisdiction of incorporation or organization)

 

7374

(Primary Standard Industrial Classification Code Number)

 

Not applicable

(I.R.S. Employer Identification No.)

Av. Brigadeiro Faria Lima, 1384, 4º andar, parte A

São Paulo, SP, 01451-001, Brazil

+55 11 3038 8127

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Cogency Global Inc.

10 East 40th Street, 10th Floor

New York, NY 10016

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Robert M. Ellison, Esq.

Jonathan E. Kellner, Esq.

Shearman & Sterling LLP

Av. Brigadeiro Faria Lima, 3400, 17th Floor

São Paulo, SP, 04538-132, Brazil

 

Manuel Garciadiaz, Esq.

Davis Polk & Wardwell LLP

Av. Presidente Juscelino Kubitschek 2041,

Torre E, 17th Floor

São Paulo, SP, 04543-011, Brazil

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company.    

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.    

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered

   Proposed Maximum
Aggregate Offering  Price
(1)
     Amount of registration fee  

Class A common shares

   US$      US$  

 

 

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

 

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

 


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to completion, dated                     , 2017)

Class A Common Shares

LOGO

PAGSEGURO DIGITAL LTD.

(incorporated in the Cayman Islands)

 

 

This is an initial public offering by us and the selling shareholder referred to in this prospectus, or the Selling Shareholder, of                      of our Class A common shares, of which                      Class A common shares will be offered by us and                      Class A common shares will be offered by the Selling Shareholder.    This prospectus relates to the offering by the underwriters of Class A common shares in the United States and elsewhere.

No public market currently exists for our Class A common shares.    We anticipate that the initial public offering price will be between US$                      and US$                      per Class A common share.    We have applied to list our Class A common shares on the New York Stock Exchange, or NYSE, under the symbol “PAGS”.

Following this offering, our parent company and Selling Shareholder, Universo Online S.A., or UOL, will beneficially own             % of our outstanding share capital. The shares held by UOL are Class B common shares, which carry rights that are identical to the Class A common shares being sold in this offering, except that (i) the holder of Class B common shares is entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share, (ii) Class B common shares have certain conversion rights and (iii) the holder of Class B common shares is entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued. For further information, see “Description of Share Capital.” As a result, UOL will control approximately             % of the voting power of our outstanding share capital following this offering. None of our directors or executive officers will hold any of our shares immediately following this offering, although beneficiaries under our Long-Term Incentive Plan, or LTIP, will have the right to receive the vested portion of their rights under the plan either in Class A common shares or in cash upon completion of this offering, at the discretion of UOL’S LTIP Committee. The maximum number of Class A common shares that can be delivered to beneficiaries under the LTIP, including pursuant to rights that will not have vested immediately following this offering, may not exceed 3% of our share capital. For further information regarding the LTIP, see “Management–Long-Term Incentive Plan.”

We are an “emerging growth company” under the federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as a result, have elected to comply with certain reduced public company disclosure and financial reporting requirements.

 

 

Investing in our Class A common shares involves risks.    See “Risk Factors” beginning on page 20 of this prospectus.

 

     Per Common Share      Total  

Public offering price

   US$                           US$                       

Underwriting discounts and commissions(1)

   US$      US$  

Proceeds, before expenses, to us

   US$      US$  

 

 

(1) See “Underwriters” for a description of all compensation payable to the underwriters.

 

 

The underwriters may also exercise their option to purchase up to an additional                      Class A common shares from the Selling Shareholder, or the overallotment option, at the public offering price, for 30 days after the date of this prospectus to cover overallotments.    See “Underwriters—Option to Purchase Additional Class A Common Shares.”

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A common shares against payment in New York, New York on or about                    , 2017.

 

 

 

Goldman Sachs & Co. LLC

  Morgan Stanley

The date of this prospectus is                     , 2017


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

TABLE OF CONTENTS

 

GLOSSARY OF TERMS

     iii  

PROSPECTUS SUMMARY

     1  

THE OFFERING

     14  

SUMMARY FINANCIAL AND OPERATING DATA OF PAGSEGURO BRAZIL

     16  

RISK FACTORS

     20  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     52  

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

     54  

USE OF PROCEEDS

     58  

DIVIDENDS AND DIVIDEND POLICY

     59  

EXCHANGE RATES

     60  

CAPITALIZATION

     61  

DILUTION

     63  

MARKET INFORMATION

     65  

SELECTED FINANCIAL AND OPERATING INFORMATION OF PAGSEGURO BRAZIL

     66  

INDUSTRY

     71  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS  OF OPERATIONS OF PAGSEGURO BRAZIL

     75  

BUSINESS

     113  

MANAGEMENT

     160  

PRINCIPAL AND SELLING SHAREHOLDER

     166  

RELATED PARTY TRANSACTIONS

     168  

DESCRIPTION OF SHARE CAPITAL

     171  

TAXATION

     189  

COMMON SHARES ELIGIBLE FOR FUTURE SALE

     195  

UNDERWRITERS

     196  

EXPENSES OF THE OFFERING

     204  

VALIDITY OF SECURITIES

     205  

EXPERTS

     206  

WHERE YOU CAN FIND MORE INFORMATION

     207  

ENFORCEABILITY OF CIVIL LIABILITIES

     208  

INDEX TO FINANCIAL STATEMENTS

     F-1  

EXHIBIT INDEX

     EX-1  

 

 

This prospectus has been prepared by us solely for use in connection with the proposed offering of Class A common shares in the United States and elsewhere outside Brazil. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC will collectively act as underwriters.

 

i


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Neither we, the Selling Shareholder, or the underwriters nor any of their respective agents, have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We, the Selling Shareholder, the underwriters and their respective agents take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we, the Selling Shareholder, nor the underwriters have authorized any other person to provide you with different or additional information. Neither we, the Selling Shareholder or the underwriters, nor their respective agents, are making an offer to sell the Class A common shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus (except as otherwise indicated), regardless of the time of delivery of this prospectus or any sale of the Class A common shares. Our business, financial condition, results of operations, cash flows and prospects may have changed since the date on the front cover of this prospectus.

The offering is made in the United States and elsewhere solely on the basis of the information contained in this prospectus. Investors should take this into account when making investment decisions.

 

 

The following references in this prospectus have the meanings shown below:

 

    “PagSeguro Digital” or the “Company” mean PagSeguro Digital Ltd., the company whose shares are being offered by this prospectus. PagSeguro Digital Ltd. is an exempted company with limited liability incorporated under the laws of the Cayman Islands.

 

    “PagSeguro Brazil” means Pagseguro Internet S.A., our operating company, a sociedade anônima incorporated in Brazil. Pagseguro Internet S.A. will be owned by PagSeguro Digital Ltd. prior to this offering.

 

    “We,” “us” and “our” mean PagSeguro Digital, PagSeguro Brazil and PagSeguro Brazil’s subsidiaries on a consolidated basis.

 

    “PagSeguro” means our digital payments business, which is operated by PagSeguro Brazil.

 

    “UOL” or the “Selling Shareholder” mean Universo Online S.A., the controlling shareholder, of PagSeguro Digital. UOL is selling                      existing Class A common shares of PagSeguro Digital in this offering, in addition to the                      new Class A common shares being issued and sold by PagSeguro Digital itself. For more information regarding UOL, see “Principal and Selling Shareholder.”

 

    The “Underwriters” means Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, who will together act as the underwriters of this offering.

The term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil. “Central Bank” refers to Banco Central do Brasil. References in the prospectus to “real,” “reais” or “R$” refer to the Brazilian real, the official currency of Brazil and references to “U.S. dollar,” “U.S. dollars” or “US$” refer to U.S. dollars, the official currency of the United States.

This prospectus contains various illustrations of our products and services. For convenience, we have translated the text in those illustrations into English. The actual products and services are generally presented to our customers in Portuguese only.

 

 

 

ii


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

GLOSSARY OF TERMS

The following is a glossary of industry and other defined terms used in this prospectus:

“ABECS” means the Brazilian Association of Credit Card and Services Companies (Associação Brasileira de Empresas de Cartões de Crédito e Serviços).

“ABRANET” means the Brazilian Internet Association (Associação Brasileira de Internet).

“active merchant” means a merchant that has completed at least one transaction during the 12 months prior to a specified date.

“acquirer” means a payment institution that does not manage payment accounts, but enables merchants to accept payment cards issued by a payment institution or by a financial institution that participates in a card scheme. The acquirer receives the card transaction details from the merchant’s terminal, passes them to the card issuer via the card scheme for authorization, and completes the processing of the transaction. The acquirer arranges settlement of the card transaction and credits the merchant’s bank account with the funds in accordance with its service agreement with the merchant. The acquirer also deals with any chargebacks that may be received via the card issuer regarding consumer transactions with merchants.

“average spending per active merchant” is calculated by dividing our total TPV for a specified period by the number of active merchants in such period.

boleto” means a printable document issued by merchants that is used to make payments in Brazil. Boletos can be used to pay bills for products or services, utilities or taxes. Each boleto refers to a specific merchant and customer transaction, and includes the merchant’s name, customer information, expiration date and total amount due, plus a serial number that identifies the account to be credited and a barcode so the entire document can be read and processed by a Brazilian ATM. A boleto can be paid in cash at a bank teller, at an ATM, or by bank transfer. PagSeguro’s payment platform and merchant account can be used to pay boletos.

“Brazilian Payments System” (Sistema de Pagamentos Brasileiro, or SPB) refers to all the entities, systems and procedures related to the clearing and settlement of funds transfer, foreign currency operations, financial assets, and securities transactions in Brazil. The SPB includes systems in charge of check clearing; the clearing and settlement of electronic debit and credit orders, funds transfer, and other financial assets; the clearing and settlement of securities transactions; the clearing and settlement of commodities and futures transactions; and, since the introduction of Law No. 12,865/13 of May 17, 2013, payment schemes and payment institutions.

“card scheme” means a payment network using payment cards, such as debit or credit cards. Any bank or any other eligible institution can become a member of a card scheme, allowing it to issue payment cards operating on the card scheme. The card scheme passes card transaction details from the acquirer to the issuer and passes payments back to the acquirer, which in turn pays the merchant. MasterCard and Visa are major card schemes.

“Chargeback” refers to a claim where the consumer makes a purchase using a payment card and subsequently requests a reversal of the transaction amount from the card issuer on the basis of a commercial claim (for example, if the goods are not delivered, or are delivered damaged). Chargebacks occur more frequently in online transactions than in in-person transactions, and more frequently for goods than for services.

 

iii


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

“Chargebacks related to fraudulent transactions” refers to chargebacks where the consumer’s request for a reversal of the transaction amount is related to an illegitimate transaction.

“eWallet” is a digital wallet that offers customers the ability to make payments online using a variety of payment methods, including cards, without having to type in the card details each time.

“FIDC” means Fundo de Investimento em Direitos Creditórios (Fund for Investment in Receivables), a type of investment fund established under Brazilian law composed of receivables.

“GPRS” means “General Packet Radio Service”, a packet-based wireless communication service on the 2G and 3G cellular communication systems that provides continuous connection to the Internet for mobile phone and computer users.

“Grupo Folha” means the group of companies of which PagSeguro is a part. Grupo Folha also includes the newspaper Folha de S. Paulo; the eCommerce logistics companies Transfolha and SPDL; the research company Datafolha; the printing company Plural; the digital content and products companies UOL, UOL Host and UOL Ad_Lab; the e-learning company UOL Edtech; and the cloud and information technology, or IT, infrastructure services company UOL Diveo.

“Individual Micro Entrepreneurs” refers to businesses operated by individuals with annual gross revenues of up to R$60,000, as determined in accordance with the standard segmentation of Brazilian businesses by size under Brazilian Law No. 123/2006, known as the General Law on Micro and Small Enterprises, as amended, and the Brazilian tax code.

“Large Companies” refers to legal entities with annual gross revenues in excess of R$78 million. This commonly-used definition in Brazil refers to companies that are not eligible for the deemed profit (lucro presumido) taxation regime under Brazilian Law No. 9,718/1998, as amended.

“MDR” means merchant discount rate, a commission that we withhold from the transaction value paid to the merchant.

“meal voucher card” refers to a labor benefit included in Brazilian employment contracts, where employers provide cash for employee meals on a tax-efficient basis. The employer deposits the benefit to a prepaid card held by the employee, and the employee can use the balance on the card to make purchases in restaurants and grocery stores.

“Medium-Sized Companies” refers to legal entities with annual gross revenues of between R$3.6 million and R$78 million. This commonly-used definition in Brazil refers to companies that are eligible for the deemed profit (lucro presumido) taxation regime under Brazilian Law No. 9,718/1998, as amended.

“Micro Companies” refers to legal entities with annual gross revenues of up to R$360,000, as determined in accordance with the standard segmentation of Brazilian businesses by size under Brazilian Law No. 123/2006, known as the General Law on Micro and Small Enterprises, as amended, and the Brazilian tax code.

“Micro-Merchant” means Micro Companies and Individual Micro Entrepreneurs.

“mPOS” means mobile POS. mPOS devices are similar to POS devices, but they require the merchant’s cell phone in order to function and accept payments. mPOS devices connect to a merchant’s cell phone network by Bluetooth. As an example, the Minizinha is an mPOS device.

“Portal do Empreendedor” means the Entrepreneur’s Portal – Individual Micro Entrepreneur (Portal do Empreendedor – Microempreendedor Individual), a Brazilian government web portal for Individual Micro Entrepreneurs.

 

 

iv


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

“POS” means point of sale. POS devices allow merchants to accept payments where a sale is made, whether inside an establishment or outside on the street. POS includes mPOS, although various features differentiate the two systems. As an example, the Moderninha Pro is a POS device.

“SDK” means software development kit, which is typically a set of software development tools that allows for the creation of applications for software packages or frameworks, hardware platforms, computer or operating systems or similar development platforms.

“SEBRAE” means the Brazilian Micro and Small Businesses Support Service (Serviço Brasileiro de Apoio às Micro e Pequenas Empresas).

“Small Companies” refers to legal entities with annual gross revenues of above R$360,000 and up to R$3.6 million, as determined in accordance with the standard segmentation of Brazilian businesses by size under Brazilian Law No. 123/2006, known as the General Law on Micro and Small Enterprises, as amended, and the Brazilian tax code.

“SMEs” refers to Small Companies and Medium-Sized Companies.

“TPV” means total payment volume.

“unique visitor” refers to a person who visits a website at least once in a predetermined time period, typically 30 days. Each visitor to the website is only counted once during the relevant period (i.e., if the same IP address accesses the website several times, it only counts as one visitor).

 

v


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you and we urge you to read this entire prospectus carefully, including the “Risk Factors—Risks Relating to Our Business and Industry” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PagSeguro Brazil” sections and the consolidated financial statements of PagSeguro Brazil and notes to those statements before deciding to invest in our Class A common shares.

Our Mission

To disrupt and democratize financial services in Brazil, a concentrated, underpenetrated and high interest rate market, by providing an end-to-end digital ecosystem that is safe, affordable, simple and mobile-first for both merchants and consumers.

Overview

We are a disruptive provider of financial technology solutions focused primarily on Micro-Merchants, Small Companies and Medium-Sized Companies, or SMEs, in Brazil. We are the only financial technology provider in Brazil whose business model covers all of the following five pillars:

 

    Multiple digital payment solutions

 

    In-person payments via POS devices that we sell to merchants

 

    Free digital accounts

 

    Issuer of prepaid cards to clients for spending or withdrawing account balances

 

    Operating as an acquirer.

Our end-to-end digital ecosystem enables our customers not only to accept payments, but also to grow and manage their businesses. Before PagSeguro, many of these Micro-Merchants and SMEs were overlooked or underserved by incumbent payment providers and large financial institutions in Brazil. For example, according to a survey conducted by us in June 2017, 75% of merchants who own our entry-level mPOS device, the Minizinha, did not accept card payments prior to signing up with PagSeguro. We offer safe, affordable, simple, mobile-first solutions for merchants to accept payments and manage their cash through their PagSeguro digital accounts, without the need for a bank account. Our digital account offers more than 30 cash-in methods and six cash-out options including our PagSeguro prepaid card, all using our proprietary technology platform and backed by the trusted PagSeguro and UOL brands. Our digital ecosystem also features other digital financial services, business management tools and functionalities for our clients.

We launched PagSeguro in 2006 as an online payment platform to provide the digital payment infrastructure necessary for e-commerce to grow in Brazil. The credibility of our parent company UOL was key to this success. Founded in 1996, UOL is Brazil’s largest Internet content, digital products and services company. According to comScore, Inc., or comScore, 81.2 million unique visitors (approximately 73% of Brazilian internet users) accessed a UOL website in May 2017, representing an increase of 22% from 67 million in May 2016. In addition, according to Adobe Analytics (which we use to measure our audience) and Google Doubleclick for Publishers, or DFP (the adserver system that we utilize), as of May 2017, UOL achieved five billion page views, provided 15 billion display ads and had a potential video inventory of one billion video ads, each on a monthly average basis. Furthermore, UOL had more than 1.2 million monthly subscribers in May 2017. The PagSeguro and UOL brands together gave online consumers the confidence to share their sensitive personal and financial data with us, allowing them to shop online easily and safely. As an example, we brought trust to the online merchant-customer relationship by introducing a feature where we hold the consumer’s payment in escrow for a period of time after the purchase, as a precaution in case of any commercial claims.

 



 

1


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

In 2013, we expanded from online payments into point of sale, or POS, payments, allowing merchants to receive in-person payments. Focusing primarily on Micro-Merchants and SMEs, we sell a range of POS and mobile POS, or mPOS, devices specifically designed to fit their business needs. Our devices all offer competitive transaction fees and access to our end-to-end digital ecosystem, with a PagSeguro prepaid card, and without the need for a bank account. They span from our entry-level product, the Minizinha, to the Moderninha Pro, the POS device with the most connectivity features in Brazil. Unlike the incumbent payment providers in Brazil, who rent their POS devices to merchants, we innovated by allowing merchants to acquire their own POS device from us in 12 monthly installments. For the equivalent of three to six months of rental fees with the incumbents, merchants can buy a comparable device from PagSeguro.

Our digital ecosystem helps drive financial inclusion in Brazil providing business solutions primarily designed for Micro-Merchants and SMEs. Our main target markets include unbanked merchants who have been ignored or underserved by the incumbents. These merchants are attracted by our disruptive technology, which enables us to offer innovative, scalable and low-cost products and services with simpler onboarding, no paperwork and a high acceptance rate, while maintaining levels of fraud below those required by the card schemes. Once on our platform, merchants can offer consumers more than 30 cash-in methods, choose to obtain early payment of their card receivables on consumer installment transactions, and manage their cash balances on our free PagSeguro digital account, which offers six cash-out options including bank transfers, online purchasing through our eWallet, and in-person and online purchases or cash withdrawals using our PagSeguro prepaid card. Our management tools help them start or grow their business with PagSeguro as a partner, with functionalities such as sales reports and inventory control, which we believe create a strong commercial bond with our clients. We believe the combination of all these features increases our clients’ loyalty, leading them to conduct additional business with us, in a virtuous cycle. Our merchants span businesses of all types and sizes, ranging from Micro-Merchants and Small Companies such as street vendors and beauty salons, to Medium-Sized Companies and Large Companies in retail and other sectors. We also have a growing presence in the business-to-business commerce segment.

At June 30, 2017, the PagSeguro network consisted of active clients in all 26 states and the federal district in Brazil. Our business has continued to grow rapidly, despite the major macroeconomic slow-down in Brazil since 2014:

 

    At June 30, 2017, our active merchants totaled 2.082 million, compared with 1.398 million at year-end 2016 and 1.056 million at June 30, 2016. Our active merchants at year-end 2016 represented an increase of 60.0% compared with 0.874 million at year-end 2015. Our active merchants at year-end 2015 represented an increase of 88.8% compared with 0.463 million at year-end 2014.

 

    In the first six months of 2017, our TPV totaled R$14.2 billion, compared with R$5.6 billion in the first six months of 2016. Our TPV totaled R$14.1 billion in 2016, an increase of 90.8% compared with R$7.4 billion in 2015. Our TPV in 2015 represented an increase of 99.6% compared with R$3.7 billion in 2014.

 

    In the first six months of 2017, our average spending per active merchant totaled R$6,804, compared with R$5,267 in the first six months of 2016. Our average spending per active merchant totaled R$12,404 in 2016, an increase of 12.3% compared with R$11,047 in 2015. Our average spending per active merchant in 2015 represented an increase of 5.7% compared with R$10,449 in 2014.

 



 

2


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

 

    In the first six months of 2017, our Net revenue from sales and services totaled R$690.9 million, compared with R$292.3 million in the first six months of 2016. Our Net revenue from sales and services totaled R$740.6 million in 2016, an increase of 66.5% compared with R$444.7 million in 2015. Net revenue from sales and services in 2015 represented an increase of 113.5% compared with R$208.3 million in 2014.

 

    In the first six months of 2017, our Financial income totaled R$311.4 million, compared with R$168.1 million in the first six months of 2016. Our Financial income totaled R$392.4 million in 2016, an increase of 78.8% compared with R$219.5 million in 2015. Financial income in 2015 represented an increase of 89.5% compared with R$115.8 million in 2014.

 

    In the first six months of 2017, our Net income for the period totaled R$142.8 million, compared with R$52.0 million in the first six months of 2016. Our Net income for the year totaled R$127.8 million in 2016, an increase of 260.1% compared with R$35.5 million in 2015. Net income for the year in 2015 represented an increase of 30.2% compared with R$27.3 million in 2014.

Brazil has approximately 7.1 million Individual Micro Entrepreneurs, and 3.9 million Micro Companies, 0.1 million SMEs and 0.02 million Large Companies according to SEBRAE and the Portal do Empreendedor. Micro Entrepreneurs and Micro Companies represent a major market opportunity, as many of them remain unbanked and seek digital payments solutions. We believe that by continuing to migrate these Micro-Merchants and Micro Companies into our ecosystem, we can continue to drive significant additional revenue growth in the coming years. At the same time, we will continue to introduce more value-added products and services targeted at larger clients. For example, in August 2017 we rolled out an electronic funds transfer at point of sale, or EFTPOS, integration solution enabling clients to integrate their sales software directly with our electronic funds transfer system, allowing them to process large transaction volumes and issue tax receipts more easily than with traditional POS devices.

Our merchant base is highly diversified, which shields us from dependence on a small number of business sectors or major accounts. In 2016, general retail stores, our largest volume sector, accounted for less than 15% of our overall transaction business and no other major business sector (clothing stores, food and beverage merchants, beauty parlors, or auto spares and repair shops) accounted for more than 10% of our overall transaction business. We are not dependent on any individual merchants. In 2016, our top 10 clients represented only 5% of our TPV and our top 100 clients represented only 8% of our TPV.

Our Market Opportunity

The Brazilian Payments Market Is Large, Yet Underpenetrated

 

    Although Brazil is the largest economy in Latin America as measured by gross domestic product, or GDP, digital payment penetration in the country remains low compared to more developed economies. In 2015, 59% of the Brazilian population above age 15 reported having made or received a digital payment, compared to 92% in the United States and 97% in the United Kingdom, according to the World Bank. In addition, according to a December 2016 report by the Bank of International Settlements, or BIS, and data from the World Bank, card usage as a payment method in Brazil represented only approximately 28% of private consumption in 2015, compared to approximately 45% in the United States and 55% in the United Kingdom. Credit card penetration levels are a fundamental driver for the digital payments industry, yet, according to the World Bank, in 2015, only 32% of the Brazilian population above age 15 held a credit card, compared to 60% in the United States and 62% in the United Kingdom. Furthermore, 42% of the Brazilian population above age 15 made a purchase using a debit card in 2015, compared with 67% in the United States and 92% in the United Kingdom.

 

 



 

3


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

    Brazil shows strong structural growth drivers for digital payments as its economy continues the transition away from cash. In 2014, according to ABECS and the Central Bank, the transaction volume for payment cards overtook the transaction volume for checks for the first time. Credit and debit card transaction volume in Brazil has increased at a compound annual growth rate of 14% from 2010 to 2016 according to ABECS. As a further indication of this growth, MasterCard stated that the Brazilian real was one of its three primary revenue billing currencies during 2016.

 

    In e-commerce, transaction volumes in Brazil grew to R$44.4 billion in 2016 from R$18.7 billion in 2011 according to eMarketer, representing average growth of 18.9% per year for the period. However, e-commerce in Brazil remains underpenetrated compared to more developed economies. In Brazil, e-commerce accounted for only 3.6% of retail sales in 2016, compared to 7.8% in the United States and 18% in the United Kingdom, according to the World Bank. Furthermore, according to eMarketer, in 2015, mobile e-commerce represented 11.7% of e-commerce transactions in Brazil, compared to 23.6% in the United States. According to a 2017 report commissioned by ABECS and carried out by Datafolha, online purchases made up only 19.2% of the total credit card transaction volume in Brazil in 2016, an increase of 3.2% from 18.6% in 2015.

 

    Access to mobile Internet in Brazil is growing. According to eMarketer, Brazil had the fourth largest online audience in the world with 139 million Internet users in 2016, representing penetration of 58.2% of the population, compared with penetration of 82.5% in the United States. Furthermore, according to the World Bank and calculated using the weighted average, Brazil has a high penetration of mobile phones, with 119 mobile phones per 100 inhabitants at December 31, 2016, compared to 118 in Organization for Economic Cooperation and Development, or OECD, member countries and 102 worldwide. This trend is driven in part by the rollout of 3G and 4G networks. According to the Brazilian Telecommunications Association (Associação Brasileira de Telecomunicações, or Telebrasil), 5,016 municipalities (where 98.3% of the Brazilian population resides) had access to 3G networks as of May 2017 and 372 new municipalities had received 3G networks in the prior 12 months, representing an 8% increase during that period. Access to 4G networks also continues to grow, reaching 76% of the Brazilian population during the first quarter of 2017, an increase of 21 percentage points from the first quarter of 2016 , according to data from Telebrasil.

 

    As access to mobile Internet has grown, so has the use of mobile banking. According to a research report prepared by Deloitte on behalf of the Brazilian Bank Federation (Federação Brasileira de Bancos, or Febraban), mobile banking increased 96% during 2016, with 34% of all online banking transactions in 2016 being made on cell phones or tablets. However, mobile banking and mobile e-commerce remain underpenetrated in Brazil. Globally, according to information compiled from the Strawhecker Group, BNR Market Research Report, and the Engagement Survey for Boston Retail Partners, the mobile payments purchase volume increased to US$27 million in 2016 from US$4 billion in 2014; yet only 9% of the Brazilian population above age 15 reported having paid bills or made a purchase online in 2015, compared to 65% in the United States and 73% in the United Kingdom, according to the World Bank.

 

 



 

4


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

Micro-Merchants and SMEs Account for a Large Portion of the Brazilian Economy and Need Suitable Payments Solutions to Flourish

 

    According to SEBRAE and the Portal do Empreendedor, in 2016, Micro-Merchants and SMEs accounted for 99.8% of Brazil’s 12 million businesses. According to data published by Neoway Business Solutions in 2017, Micro-Merchants and SMEs represented 35.4% of the R$5.1 trillion total annual TPV from businesses in the following sectors:     wholesale, retail, other commercial, electronics, pharmaceutical, hotels and food service, education, healthcare, professional and technical services, textiles and transportation.

 

    Due to higher prices by banks and other incumbent providers many Micro-Merchants and SMEs remain unbanked and seek digital payments solutions. We believe that by attracting these merchants into our ecosystem with our superior value proposition, we can continue to drive significant additional revenue growth in the coming years.

 

    Demand for payment solutions by Micro-Merchants and SMEs is resilient, both during times of higher economic activity when sales increase, as well as during times of lower economic activity and higher unemployment, when more individual entrepreneurs open new small businesses, as demonstrated by our growth rates since our launch.

Micro-Merchants and SMEs Need Working Capital Financing

 

    In the standard payment cycle in Brazil, merchants receive sales revenues from credit card transactions 30 business days after the consumer transaction. In addition, Brazilian consumers expect merchants to allow them to choose at the point of purchase to have the purchase price either (i) charged to their credit card accounts in a single payment, as in other markets, or (ii) split into several payments and only charged to their credit card accounts in monthly installments. In this case, the merchant only receives the revenues after the respective monthly installment has been charged, rather than 30 business days after the original transaction. Together, the 30-day payment cycle and the installment option create working capital difficulties for merchants. We offer two services to help merchants improve their cash flow. To shorten the payment cycle, our “payment date election” service (regime de recebimento) allows our merchants to receive their credit card revenues from us either (i) in the regular 30-day payment cycle or (ii) if the merchant so elects, on the 14th or first business day. To help our merchants offer the installment payment option to consumers, we offer to pay the monthly installment receivables to our merchants either (i) when each installment is charged to the consumer’s card or (ii) if the merchant elects our early payment service, on an up-front basis. Micro-Merchants and SMEs have historically faced difficulties obtaining this service from the incumbent payment processing providers, and they often require merchants to request early payment on a transaction-by-transaction basis. We offer a solution to these bottlenecks through simpler onboarding and preapproval of a merchant’s early payments. The underlying receivables relating to these payments are owed to us by the credit card issuers, which are owned primarily by Brazil’s large retail banks. This early payment of receivables option creates an important working capital alternative for our merchants while also generating income for us.

 

 



 

5


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

Major Benefits for Our Customers

We offer the following major benefits for both merchants and consumers:

 

    Customers do not need a bank account to join our ecosystem. With a 100% online onboarding process, without paperwork, quick turnaround and a high acceptance rate, we offer access to our advanced digital payment processing and early payment of merchants’ installment receivables. We accept merchants who are either individuals or companies.

 

    We offer a full suite of more than 30 cash-in options under a single contract, with security and reliability, plus six cash-out options including bank transfers, online purchasing, and spending both in-person and online as well as cash withdrawals using our PagSeguro prepaid card.

 

    Our pricing model for all of our services––whether transaction fees, early payment of installment receivables or sales of POS devices––is simple, transparent and easy to understand.

 

    Our social payment solutions, such as Pag.ae, allow both consumers and merchants to use their PagSeguro account to request payments via web links sent through e-mail, social networks or messaging services such as WhatsApp.

 

    We offer a comprehensive suite of affordable POS devices, with user-friendly features and functionalities, reliable connectivity and a five-year warranty. Our devices range from the entry-level Minizinha to the Moderninha Pro, the only single unit to offer GPRS/2G/3G/4G chip connection, plug-and-play Wi-Fi and Bluetooth connections (for commercial automation and connection to other devices) on the same device, making it the POS device with the most connectivity features in Brazil. Merchants purchase their own device through a flexible payment plan. For the equivalent of three to six months’ rental payments with incumbents, merchants can buy a comparable device from PagSeguro and avoid continuous monthly rental fees.

 

    Data protection and confidentiality for consumers, with merchant verification and transaction protection mechanisms, including escrow periods and claim mediation services.

 

    Our payment solutions reduce the need for consumers to carry cash since more Micro-Merchants and SMEs are able to accept digital payments in-person.

Our Products and Services

We provide a wide range of affordable solutions and tools to help our merchants manage and grow their businesses. These include a variety of cash-in and cash-out options with features designed to attract and retain clients, provide them with access to working capital and help them manage their cash flow.

 

 



 

6


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

The PagSeguro Ecosystem

 

LOGO

The Free PagSeguro Digital Account

The free PagSeguro digital account, which is the core of our client offering for both merchants and consumers, centralizes all cash-in options, functionalities, services and cash-out options in a single ecosystem so that our clients can grow their businesses in a safe, affordable, scalable and simple way, all without needing a bank account.

Merchants can sign up for a free PagSeguro digital account, gaining access to all of the offerings in our ecosystem, through a single online contract that can be completed in minutes without paperwork. By signing up with us, merchants can automatically start accepting more than 30 cash-in methods, all with antifraud protection, and can access our business management tools. For merchants who require more complex functionalities, we offer value-added services such as the early payment of installment receivables, accounting reconciliation and shipping solutions. With our free PagSeguro digital account, merchants may transfer their revenues to a bank account and also use our products and services to spend their revenues or other funds directly on our platform by (i) buying online, (ii) making peer-to-peer transfers or (iii) transferring their balance to the PagSeguro prepaid card, allowing them to buy goods and services in-person and online or withdraw cash at more than one million Cirrus network ATMs in Brazil and abroad.

 

 



 

7


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

For consumers, the free PagSeguro digital account offers not only numerous easy and safe options to pay merchants, but also the option to save their card details on our eWallet solution and to make and receive peer-to-peer payments.

We believe these products and services create a “network growth effect”. The advantages of our digital payment solutions for merchants drive growth in their businesses, and the advantages of our digital payment solutions for consumers lead them to prefer merchants who offer these solutions, resulting in the acquisition of new clients through word-of-mouth recommendations by both merchants and consumers.

Our main products and services fall into the follow categories:

 

    Cash-In Solutions

 

  o Online and in-person payment tools

 

  o Wide range of payment methods including credit cards, debit cards, meal voucher cards, boletos, bank transfers, bank debits and cash deposits

 

    Early payment of installment receivables

 

    Advanced Built-in Functionalities and Value-Added Services:    Our digital account comes with a number of advanced built-in functionalities, provided free of charge, as well as value-added services designed to protect both merchants and consumers and help our merchants successfully manage their businesses.

 

    Cash-Out Solutions

 

  o Online purchases via eWallet

 

  o PagSeguro prepaid cards

 

  o On-platform peer-to-peer transfers

 

  o Bank transfers

 

  o Cross-border remittances

Our Competitive Strengths

We believe the following business strengths have allowed us to compete successfully and grow profitably in the 10 years since our launch:

 

 



 

8


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

Disruptive Provider of Payment Solutions to Clients

We have taken a new approach to offering digital financial services to Brazilian clients, especially Micro-Merchants and SMEs. Instead of simply processing transactions, our end-to-end digital platform creates an ecosystem where our clients can transact and manage their cash, without the need to open a bank account. We are focused on providing disruptive products and solutions that are secure, affordable, scalable and easy to use, with simple and transparent pricing. According to a survey conducted by us in October 2016, 81% of our merchants used PagSeguro as their sole electronic payments service and according to a survey conducted by us in June 2017, 75% of Minizinha owners did not accept cards before signing up with us. For larger merchants who have larger transaction volumes and require more complex controls, we offer value-added services such as (i) flexible crediting dates; (ii) payment into separate bank accounts for each card scheme; (iii) a split payment solution, which automatically segregates credits between two different companies; (iv) a seamless single-click checkout option, allowing customers to make purchases with a single click; and (v) our EFTPOS integration solution, which we launched in August 2017. Our innovative approach also brought trust to the online merchant-customer relationship by introducing a feature where we hold the consumer’s payment in escrow for a period after the purchase, as a precaution in case of any commercial claims.

We have also created an innovative business model for merchants to access POS devices in Brazil, as we sell rather than rent our devices to merchants. For the equivalent of three to six months of leasing costs with our competitors, merchants can buy a comparable device from PagSeguro with no need to pay continuous rental fees.

Trusted Brand with Strong Merchant and Consumer Relationships

We have promoted transaction security since our launch. UOL is a well-known and trusted brand with a large audience. According to comScore, 81.2 million unique visitors accessed the UOL website in May 2017 (approximately 73% of Brazilian internet users). Consumers trust the PagSeguro and UOL brands with their sensitive personal and financial data. We continue to build and maintain brand recognition and trust through a variety of marketing campaigns, including advertising through traditional media, such as television, magazines and newspapers, and online advertising such as display media, videos, search results and social media.

In addition, we continually invest in our merchant and consumer relationships by providing continuous customer service, account support and business solutions.

The strength of our brand, products and services has been recognized in a number of awards, including:

 

    Named as one of the “Best Companies for Consumers” for electronic payments in both 2016 and 2015 by Época magazine and Reclame Aqui, a consumer protection service;

 

    Recognized for “Best Payment Processing” in 2015 by Afiliados Brasil, a marketing company;

 

    Recognized as the best company in our industry in terms of client service excellence by Consumidor Moderno, a customer service magazine, in 2015 and 2017; and

 

    Recognized for leading performance in Brazilian retail by Prêmio BR Week in 2016.

 

 



 

9


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

Customer-Centric Approach Focused on Innovation and Disruption of Incumbents

We have an in-depth understanding of our clients, the issues they face and the markets in which they operate. As a pioneer in the Brazilian digital payments market, we are able to anticipate trends and translate them into products and solutions that meet our customers’ needs more efficiently than global competitors operating in Brazil. The Brazilian market expects payment providers to offer a number of country-specific features, such as boletos and early payment of merchants’ receivables when consumers purchase in installments by credit card, all of which are central to Brazilian financial culture. We built our payments ecosystem and our merchant services offering around these specificities, offering tailor-made solutions for the Brazilian market.

Although all our solutions also work for desktop and other non-mobile platforms, we design our solutions on a mobile-first basis so that our clients can be self-sufficient at all times. This is important for us since, according to a client survey that we conducted, 49% of our new clients do not do business in a “bricks and mortar” location. All of our transaction systems are fully compatible with the mobile environment. We also maintain a strict focus on ongoing innovation, selecting and developing new products and services with a high level of speed to market. This is evidenced by our investment of R$68.6 million in capitalized research and development in 2016, equal to 9.3% of our Net revenue from sales and services for the year. Additionally, we believe our distribution platform and marketing strategies are well-suited to reaching Micro-Merchants and SMEs in Brazil.

Innovative, Reliable and Scalable Proprietary Technology Platform

We manage large volumes of system access data and transactions, with more than 99.9% availability from May 2016 to April 2017, using Internet data centers provided by UOL Diveo, a UOL group company that provides IT, outsourcing, data centers, cloud computing and other managed IT services to UOL, PagSeguro and 1,200 other large clients. Backed by UOL Diveo, we are able to scale up our services while retaining high availability for peak-volume occasions such as Christmas, Mother’s Day and Black Friday. This high-availability and continuously deployed platform ensures that all of our clients are able to operate with the latest features and the newest innovations without needing to patch or upgrade their software. Our scale as a UOL group company allows us to establish favorable partnerships with several suppliers, including software developers and hardware manufacturers. With our specialized team of 533 people focused on developing reliable, scalable and proprietary systems and new products and features, we regularly roll out innovative and disruptive solutions that are tailored to the Brazilian market.

In addition, our IT background combined with the 10 years of historical transaction data we have amassed since our launch allow us to develop proprietary technology and gain expertise against online fraud and chargebacks related to fraudulent transactions in Brazil. Our antifraud platform combines proprietary features, such as internal risk modeling and scoring through artificial intelligence and risk assessment tools that collect public and private market information, as well as front-line third-party solutions such as Feedzai, Emailage and Threatmetrix.

 

 



 

10


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

Highly Experienced Management Team, Innovation-Driven Culture

Our highly experienced management team has extensive experience in all areas of the Brazilian payments market, with in-depth knowledge of online payments, retail, financial services, technology, payment processing, in-person electronic payments, acquiring and card issuance. Together, this management experience covers all of our customers’ needs, allowing us to plan the future of PagSeguro.

Our culture reflects UOL’s innovation-driven focus, instilling in our professionals a passion for serving consumers and merchants and motivating them to provide next-generation payment capabilities in Brazil. At June 30, 2017, the average age of our employees was 33 years, and 90% of them had a bachelor’s degree or higher. We also offer a long-term motivation plan for key professionals and apply meritocratic methods to engage all our professionals, recognize their value and keep them motivated.

Our Growth Strategies

We aim to continue to drive rapid profitable growth and generate further shareholder value by implementing the following strategic initiatives:

Expand Our Customer Base and Deepen Our Relationships with Existing Accounts

Our focus is to continue acquiring new clients in our target markets by investing strategically in our brand and solutions, targeting the business sectors and geographic regions where there are still significant opportunities to reach new customers, expanding TPV and, consequently, generating more revenues. We believe there remains a significant unmet need in these markets that our solutions can fulfill. We are focused on cultivating our ecosystem to address these everyday electronic payment needs. At the same time, we will introduce further value-added products and services aimed at larger clients, leveraging our lean, technological, scalable, proprietary and secure infrastructure.

We will continue to invest in retaining and deepening relationships with our existing clients, offering new cash-in and cash-out solutions to drive additional revenues and increasingly replacing bank accounts for customers that already have them. Many of our merchants have grown within our platform, for example from purchasing a single POS device to choosing to receive early payment of their card receivables on consumer installment transactions, and we believe our business management tools can be further leveraged to increase customer engagement. We intend to continue to be a first mover, extending our platform to offer a full integrated suite of financial products and services, further enhancing customer experience.

Continuous Innovation and Focus on Technology

Technology and innovation are in the DNA of the UOL group and are at the core of our business success, with products and engineering personnel representing 61% of the total headcount of PagSeguro as at June 30, 2017. We will continue to invest in research and development to strengthen and extend our digital solutions. Using our qualified product and service design teams and research and development team, we intend to roll out a portfolio of new solutions, for both merchants and consumers, based on mobile apps, in order to drive more revenues while further strengthening our mobile-first commitment and simplifying our clients’ lives.

 

 



 

11


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

Our efficiencies of scale, relentless cost discipline, and ongoing improvements to systems and processes allow us to continue lowering our costs. As our scale has expanded over the past three years, our expenses have declined when compared to our Net revenues from sales and services:    for example, our Selling expenses and Administrative expenses, taken together, decreased to 31.3% of our Net revenue from sales and services in the six months ended June 30, 2017 from 41.7% in the six months ended June 30, 2016 and decreased to 38.7% of our Net revenue from sales and services in 2016 from 63.7% in 2014. By maintaining our spirit of innovation combined with our cost focus, we intend to continue to drive costs down to achieve further profitable growth.

Seize Opportunities from Ongoing Amendments to Regulation

The Central Bank’s regulatory program seeks to increase competition in the payments industry. Recently it terminated the exclusive banking arrangements between banks and some card and meal voucher schemes. By seizing these opportunities, disruptive product offerings like our PagSeguro prepaid cards gave unbanked customers access to a card payment solution. We were also the first payments provider in Brazil, other than the incumbent acquirers controlled by banks, to obtain accreditation from MasterCard and Visa as an acquirer, and we have also signed partnerships with Elo, American Express and other card schemes. We will continue using our local knowledge and proximity to customers to seize new business opportunities as the market continues to open.

Summary of Risk Factors

An investment in our Class A common shares is subject to a number of risks, including risks relating to our business and industry, risks related to Brazil and risks related to the offering and our Class A common shares. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” for a more thorough description of these and other risks.

Risks Relating to Our Business and Industry

 

    If we cannot keep pace with rapid technological developments to provide new and innovative products and services, and address the rapidly evolving market for transactions on mobile devices, the use of our product and services and, consequently, our revenues could decline.

 

    Our services must integrate with a variety of operating systems and networks, and the hardware that enables merchants to accept payment cards must interoperate with mobile networks offered by telecom operators and third-party mobile devices utilizing those operating systems. If we are unable to ensure that our services or hardware interoperate with such networks, operating systems and devices, our business may be seriously harmed.

 

    Our business depends on a strong and trusted brand, and any failure to maintain, protect and enhance our brand would harm our business.

 

    Our business is subject to extensive government regulation and oversight and our status under these regulations may change. Violation of or compliance with present or future regulation could be costly, expose us to substantial liability and force us to change our business practices, any of which could seriously harm our business and results of operations.

 

    Failure to deal effectively with fraud, fictitious transactions, bad transactions or negative customer experiences would increase our loss rate and harm our business, and could severely diminish merchant and consumer confidence in and use of our services.

 

 



 

12


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

    The e-commerce market in Brazil is developing, and the expansion of our business depends on the continued growth of e-commerce, as well as increased availability, quality and usage of the Internet in Brazil.

 

    Some of the key components of our POS devices are sourced from a limited number of suppliers. We are therefore at risk of shortage, price increases, changes, delay or discontinuation of key components, which could disrupt and harm our business.

 

    We partially rely on card issuers or card schemes to process our transactions. Changes to credit card scheme fees, rules or practices may harm our business.

 

    We are a holding company and do not have any material assets other than the shares of our subsidiaries.

Risks Relating to Brazil

 

    The ongoing economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares.

 

    Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future would harm our business and the price of our Class A common shares.

 

    Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares.

Risks Relating to the Offering and our Class A Common Shares

 

    Our Class A common shares have not previously been traded on any stock exchange and, therefore, an active and liquid trading market for such securities may not develop, which could potentially depress the trading price of our Class A common shares after this offering.

 

    UOL, our largest shareholder, will own 100% of our outstanding Class B common shares, which represent approximately                     % of the voting power of our issued share capital following the offering, and will control all matters requiring shareholder approval. This concentration of ownership and voting power limits your ability to influence corporate matters.

Corporate Information

PagSeguro Digital is incorporated as an exempted company with limited liability in the Cayman Islands. Our principal executive office is located at Avenida Brigadeiro Faria Lima, 1384, 01452-002 São Paulo – SP, Brazil. Our investor relations office can be reached at +55 (11) 3038-8123 and our website address is www.pagseguro.uol.com.br. Information provided on our website is not part of this prospectus and is not incorporated by reference herein.

 



 

13


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

THE OFFERING

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our Class A common shares. You should carefully read this entire prospectus before investing in our Class A common shares including “Risk Factors” and the audited consolidated financial statements of PagSeguro Brazil.

 

Issuer

PagSeguro Digital Ltd.

 

Offering

We are offering                     Class A common shares and UOL, the Selling Shareholder, is offering                     Class A common shares.

 

Offering price range

Between US$             and US$             per Class A common share.

 

Voting rights

The Class A common shares will be entitled to one vote per share, whereas the Class B common shares (which are not being sold in this offering) will be entitled to 10 votes per share.

 

Option to purchase additional Class A common shares

UOL, the Selling Shareholder, has granted the underwriters the right to purchase up to an additional                     Class A common shares of PagSeguro Digital from UOL within 30 days from the date of this prospectus.

 

Listing

We intend to apply to list the Class A common shares on the New York Stock Exchange, or NYSE, under the symbol “PAGS”.

 

Use of proceeds

We estimate that the net proceeds to PagSeguro Digital from the offering will be approximately US$            . We currently plan to use the net proceeds from this offering to fund future selective acquisitions and investments in businesses, technologies or products that are complementary to our business. We also may use a portion of the net proceeds from this offering to finance our working capital. Any remaining net proceeds will be used for other general corporate purposes. Our management will have broad discretion in allocating the net proceeds from this offering. See “Use of Proceeds.”

 



 

14


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

 

Share capital before and after offering

As of the date of this prospectus, the authorized share capital of PagSeguro Digital is US$50,000 consisting of 2,000,000,000 shares of par value US$0.000025 each. Of those authorized shares, 1,000,000,000 are designated as Class A common shares and 500,000,000 are designated as Class B common shares. The remaining authorized shares are as yet undesignated and may be issued as common shares or shares with preferred rights.

Immediately after this offering, PagSeguro Digital will have                     Class A common shares and                     Class B common shares outstanding (assuming no exercise of the underwriters’ option to purchase additional shares from UOL, which shares would convert from Class B common shares to Class A common shares upon such sale).

 

Dividend policy

We have not adopted a dividend policy with respect to future dividends. The amount of any distributions will depend on many factors such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our board of directors and, where applicable, our shareholders. See “Description of Share Capital—Dividends and Capitalization of Profits.”

 

Lock-up agreements

PagSeguro Digital has agreed with the underwriters, subject to certain exceptions, not to offer, sell or dispose of any shares in its share capital or securities convertible into or exchangeable or exercisable for any shares in its share capital during the 180-day period following the date of this prospectus. PagSeguro Digital’s executive officers and the members of its board of directors, as well as UOL, have agreed to substantially similar lock-up provisions, subject to certain exceptions. See “Common Shares Eligible for Future Sale.”

 

Risk factors

See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in Class A common shares.

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the option granted by UOL to the underwriters to purchase up to                     additional Class A common shares of PagSeguro Digital from UOL in connection with this offering.

 



 

15


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

SUMMARY FINANCIAL AND OPERATING DATA OF PAGSEGURO BRAZIL

The following tables summarize financial and operating data of PagSeguro Brazil for each of the periods indicated. You should read this information in conjunction with the audited consolidated financial statements and related notes for PagSeguro Brazil, the information included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PagSeguro Brazil”, all included elsewhere in this prospectus.

This summary financial data at and for the years ended December 31, 2016, 2015 and 2014, has been derived from the audited consolidated financial statements of PagSeguro Brazil, which are included elsewhere in this prospectus and which have been prepared in accordance with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.

This summary financial data at and for the six months ended June 30, 2017 and 2016, has been derived from the unaudited condensed consolidated interim financial statements of PagSeguro Brazil, which are included elsewhere in this prospectus and which have been prepared in accordance with Accounting Standard IAS 34 interim Financial Reporting, or IAS 34, as issued by the IASB.

Statements of Operations Data

 

     For the Years Ended December 31,  
     2016     2016     2015     2014  
     (US$)(1)     (R$)     (R$)     (R$)  
     (in millions, except amounts per share and %)  

Net revenue from sales and services

     223.9       740.6       444.7       208.3  

Cost of sales and services

     (190.4     (629.8     (381.6     (142.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     33.5       110.8       63.2       65.8  

Selling expenses

     (60.4     (199.9     (162.6     (81.4

Administrative expenses

     (26.1     (86.4     (62.4     (51.3

Other operating income (expenses), net

     0.4       1.4       1.7       (3.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Loss

     (52.6     (174.1     (160.2     (70.3
        

Financial Result

        

Financial income

     118.6       392.4       219.5       115.8  

Financial expenses

     (20.6     (68.3     (29.7     (11.1

Other financial income

     0.9       3.0       9.9       1.8  

Foreign exchange variation, net

     0.7       2.3       0.8       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit before Income Taxes

     47.0       155.4       40.3       36.2  

Current income tax and social contribution

     (2.2     (7.4     (2.6     (9.9

Deferred income tax and social contribution

     (6.1     (20.1     (2.2     1.0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income Tax and Social Contribution

     (8.3     (27.6     (4.8     (8.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income for the Year

     38.6       127.8       35.5       27.3  
  

 

 

   

 

 

   

 

 

   

 

 

 

Attributable to:

        

Owners of PagSeguro Brazil

     38.4       127.2       35.1       26.0  

Non-controlling interests

     0.2       0.6       0.4       1.3  

 

Basic and diluted earnings per common share – R$(2)

     0.1466       0.4849       0.1338       0.0990  

 

(1) For convenience purposes only, amounts in reais for the year ended December 31, 2016 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
(2) Based on 262,288,607 common shares of PagSeguro Brazil issued and outstanding.

 



 

16


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

 

     For the Six Months
Ended June 30,
 
     2017     2017     2016  
     (US$)(1)     (R$)     (R$)  
     (in millions, except amounts
per share and %)
 
     (Unaudited)  

Net revenue from sales and services

     208.8       690.9       292.3  

Cost of sales and services

     (164.8     (545.3     (262.7
  

 

 

   

 

 

   

 

 

 

Gross Profit

     44.0       145.6       29.6  

Selling expenses

     (45.0     (149.0     (81.4

Administrative expenses

     (20.4     (67.4     (40.6

Other operating income (expenses), net

     (0.8     (2.7     4.4  
  

 

 

   

 

 

   

 

 

 

Operating Loss

     (22.2 )      (73.5 )      (88.1 ) 
      

Financial Result

      

Financial income

     94.1       311.4       168.1  

Financial expenses

     (12.9     (42.8     (14.7

Other financial income

     0.7       2.4       2.0  

Foreign exchange variation, net

     0.3       0.9       (0.2
  

 

 

   

 

 

   

 

 

 

Profit before Income Taxes

     60.0       198.6       67.1  
      

Current income tax and social contribution

     (17.5     (57.9     (6.8

Deferred income tax and social contribution

     0.7       2.2       (8.3
  

 

 

   

 

 

   

 

 

 

Income Tax and Social Contribution

     (16.8 )      (55.7 )      (15.1 ) 
  

 

 

   

 

 

   

 

 

 
      

Net Income for the Period

     43.2       142.8       52.0  
  

 

 

   

 

 

   

 

 

 

Attributable to:

      

Owners of PagSeguro Brazil

     43.2       142.7       51.4  

Non-controlling interests

     —         0.1       0.6  
      

Basic and diluted earnings per common share – R$(2)

     0.1646       0.5444       0.1961  
  

 

 

   

 

 

   

 

 

 

 

(1) For convenience purposes only, amounts in reais for the six months ended June 30, 2017 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
(2) Based on 262,288,607 common shares of PagSeguro Brazil issued and outstanding.

 



 

17


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

Operating Data

 

     At and For the Years Ended December 31,  
     2016(1)      2016      2015      2014  

Operating Statistics:

           

Active merchants at year-end (in millions)

     1.398        1.398        0.874        0.463  

TPV (in billions)

     US$4.3        R$14.1        R$7.4        R$3.7  

Average spending per active merchant

     US$3,749        R$12,404        R$11,047        R$10,449  

 

(1) For convenience purposes only, amounts in reais for the year ended December 31, 2016 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

 

     At and For the Six Months Ended
June 30,
 
     2017(1)      2017      2016  

Operating Statistics:

        

Active merchants at period-end (in millions)

     2.082        2.082        1.056  

TPV (in billions)

     US$4.3        R$14.2        R$5.6  

Average spending per active merchant

     US$2,057        R$6,804        R$5,267  

 

(1) For convenience purposes only, amounts in reais for the six months ended June 30, 2017 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

 



 

18


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 


 

Balance Sheet Data

The following table presents key line items from our consolidated balance sheet data:

 

     At December 31,  
     2016      2016      2015      2014  
     (US$)(1)      (R$)      (R$)      (R$)  
     (in millions)  

Total Current Assets

     686.4        2,270.8        1,240.8        778.6  

Total Non-Current Assets

     30.1        99.7        59.9        39.0  
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL ASSETS

     716.5        2,370.4        1,300.7        817.6  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     At December 31,  
     2016      2016      2015      2014  
     (US$)(1)      (R$)      (R$)      (R$)  
     (in millions)  

Total Current Liabilities

     519.7        1,719.2        832.5        385.3  

Total Non-Current Liabilities

     7.4        24.4        6.3        5.7  
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL LIABILITIES

     527.0        1,743.5        838.8        391.0  

TOTAL EQUITY

     189.5        626.9        461.9        426.6  
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL LIABILITIES AND EQUITY

     716.5        2,370.4        1,300.7        817.6  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) For convenience purposes only, amounts in reais for the year ended December 31, 2016 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

 

     At June 30,
(Unaudited)
     At December 31,
(Audited)
 
     2017      2017      2016  
     (US$)(1)      (R$)      (R$)  
     (in millions)  

Total Current Assets

     809.5        2,677.9        2,270.8          

Total Non-Current Assets

     42.5        140.7        99.7          
  

 

 

    

 

 

    

 

 

 

TOTAL ASSETS

     852.0        2,818.6        2,370.4          
  

 

 

    

 

 

    

 

 

 

 

     As of June 30,
(Unaudited)
     As of December 31,
(Audited)
 
     2017      2017      2016  
     (US$)(1)      (R$)      (R$)  
     (in millions)  

Total Current Liabilities

     608.0        2,011.3        1,719.2          

Total Non-Current Liabilities

     11.3        37.4        24.4          
  

 

 

    

 

 

    

 

 

 

TOTAL LIABILITIES

     619.3        2,048.7        1,743.5          

TOTAL EQUITY

     232.7        769.8        626.9          
  

 

 

    

 

 

    

 

 

 

TOTAL LIABILITIES AND EQUITY

     852.0        2,818.6        2,370.4          
  

 

 

    

 

 

    

 

 

 

 

(1) For convenience purposes only, amounts in reais for the six months ended June 30, 2017 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

 



 

19


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

RISK FACTORS

This initial public offering and an investment in our Class A common shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment decision regarding our Class A common shares. The risks described below are those that we currently believe may harm our business or the trading price of our Class A common shares. In general, investing in the securities of issuers whose operations are located in emerging market countries such as Brazil involves a higher degree of risk than investing in the securities of U.S. companies and companies located in other countries with more developed capital markets.

If any of the risks discussed in this prospectus actually occur, alone or together with additional risks and uncertainties that we are not currently aware of or do not currently deem material, our business, financial condition, results of operations and prospects may be seriously harmed. If this were to occur, the value of our Class A common shares may decline and you may lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this prospectus, including our financial statements and the related notes thereto. You should also carefully review the cautionary statements referred to under “Special Note Regarding Forward-Looking Statements.” Our actual results could be materially lower than those anticipated in this prospectus.

Risks Relating to Our Business and Industry

If we cannot keep pace with rapid technological developments to provide new and innovative products and services, and address the rapidly evolving market for transactions on mobile devices, the use of our product and services and, consequently, our revenues could decline.

Rapid, significant and disruptive technological changes continue to impact the industries in which we operate, including developments in payment card tokenization, mobile payments, social commerce (i.e., e-commerce through social networks), authentication, virtual currencies, distributed ledger or blockchain technologies, near field communication and other proximity or contactless payment methods, virtual reality, machine learning and artificial intelligence.

For instance, mobile devices are increasingly used for e-commerce transactions and payments. A significant and growing portion of our customers access our platforms through mobile devices, including for regular online shopping as well as for in-person transactions. In the first six months of 2017, 39% of our customers accessed our platforms through mobile devices, compared with 29% in the first six months of 2016. We may lose customers if we are not able to continue to meet our customers’ mobile and multi-screen experience expectations. Different mobile devices and platforms use a wide variety of technical and other configurations, which increase the challenges involved in providing payments in the mobile environment. In addition, a number of other companies with significant resources and a number of innovative startups have introduced products and services focusing on mobile markets. We cannot guarantee that we will be able to continue to meet customer expectations in the mobile environment or increase our volume of mobile transactions.

 

 

20


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

We cannot predict the effects of technological changes on our business. In addition to our own initiatives and innovations, we rely in part on third parties for the development of and access to new technologies. We expect that new services and technologies applicable to the industries in which we operate will continue to emerge and may be superior to, or render obsolete, the technologies we currently use in our products and services. Developing and incorporating new technologies into our products and services may require substantial expenditures, take considerable time, and ultimately may not be successful. In addition, our ability to adopt new products and services and develop new technologies may be inhibited by industry-wide standards, payment networks, changes to laws and regulations, resistance to change from consumers or merchants, third-party intellectual property rights, or other factors. Our success will depend on our ability to develop and incorporate new technologies, address the challenges posed by the rapidly evolving market for mobile transactions through our platforms and adapt to technological changes and evolving industry standards; if we are unable to do so in a timely or cost-effective manner, our business could be harmed.

Substantial and increasingly intense competition, both within our industry and from other payment methods, may harm our business.

We compete in markets characterized by vigorous competition, changing technology, changing customer needs, evolving industry standards and frequent introductions of new products and services. We compete with existing providers of digital payment solutions, in-person payments via POS, free digital accounts, prepaid cards and acquisition activities. In the online digital payments market, we compete primarily with international online payment services, such as PayPal, and regional players, such as MercadoPago from MercadoLibre and MoIP/Wirecard. In the POS payments market, we compete primarily with international players, such as SumUp/Payleven, and regional players, such as MercadoPago from MercadoLibre. As is the case with the digital payments industry in general, we also compete with other means of payment, both digital and traditional, including cash, checks, money orders and electronic bank deposits.

We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. We compete against many companies to attract customers, and some of these companies have greater financial resources and substantially larger bases of customers than we do, which may provide them with significant competitive advantages. These companies may devote greater resources than we do to the development, promotion and sale of products and services, and they may be more effective in introducing innovative products and services that hinder our growth. Competing services tied to established banks and other financial institutions may offer greater liquidity and create greater consumer confidence in the safety and efficiency of their services than PagSeguro. Mergers and acquisitions by or among these companies may lead to even larger competitors with more resources. We also expect new entrants to offer competitive products and services. For example, established banks and other financial institutions currently offer online payments and those which do not yet provide such services could quickly and easily develop them. Certain merchants have longstanding exclusive, or nearly exclusive, relationships with our competitors to accept payment cards and other services that we offer. These relationships may make it difficult or cost prohibitive for us to conduct material amounts of business with them. If we are unable to differentiate ourselves from and successfully compete with our competitors, our business will suffer serious harm.

We may also face pricing pressures from competitors. Certain competitors are able to offer lower prices to merchants for similar services by cross-subsidizing their digital payments services using other services they offer. This competition may mean we need to reduce our pricing, which could reduce our profits. As they grow, merchants may demand more customized and favorable pricing from us, and competitive pressures may require us to agree to this, further reducing our profits. If market conditions require us to increase the discounts or incentives we provide, our business could suffer serious harm.

 

 

21


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Interruption or failure of our information technology and communications systems could impair our operations, which could damage our reputation and harm our results of operations.

Our success and ability to process payments and provide high quality customer service depend on the efficient and uninterrupted operation of our computer and information technology systems. Any failure of our computer systems and information technology to operate effectively or to integrate with other systems, performance inadequacy or breach in security may cause interruptions in the availability of our sites, delays in product fulfillment and reduced efficiency of our operations. Any failures, problems or security breaches may mean that fewer customers are willing to purchase the products we offer in the future. Factors that could occur and significantly disrupt our operations include:    system failures and outages caused by fire, floods, earthquakes, power loss, telecommunications failures, sabotage, vandalism, terrorist attacks and similar events, software errors, computer viruses, worms, physical or electronic break-ins and similar disruptions from unauthorized tampering with our computer systems and data centers; in addition, security breaches related to the storage and transmission of proprietary information or customer information, such as credit card numbers or other personal information. Also, if too many customers access our sites within a short period of time due to any reason, we have experienced in the past and may in the future experience system interruptions that make our sites unavailable or prevent us from efficiently completing payment transactions, which may reduce the attractiveness of our products and services. We cannot assure you that such events will not occur. While we have backup systems and contingency plans for certain aspects of our operations and business processes, our planning does not account for all possible scenarios.

Specifically, we have contracted with one party, UOL Diveo, to provide us with Internet data centers to host our sites and keep them operational, and we rely on it and its operational, privacy and security procedures and controls and its ability to keep our sites operational. UOL Diveo is controlled by our parent company UOL and is therefore an affiliate of our company. Failure by UOL Diveo to adequately keep our sites operational, including any prolonged or unscheduled service disruption that affects our customers’ ability to utilize our sites, could result in the loss of sales and customers and/or increased costs, which could materially affect our reputation, operations or financial results. In addition, we rely in part on UOL Diveo to advise us of any security breaches. If UOL Diveo does not provide notice on a timely basis, our reputation and results of operations may be harmed. We may not be able to timely replace UOL Diveo, or find a replacement on a cost-efficient basis, in the event of disruptions, failures to provide services or other issues with it that may harm our business. For more information on our agreement with UOL Diveo, see “Related Party Transactions.”

Any disruptions or service interruptions that affect our sites could damage our reputation, require us to spend significant capital and other resources and expose us to a risk of loss or litigation and possible liability. We do not carry any business interruption insurance to compensate for losses that may occur as a result of any of these events and some of our agreements with third-party service providers do not require those providers to indemnify us for losses resulting from any disruption in service. Any of the above disruptions could seriously harm our results of operations.

Our business is subject to cyberattacks and security and privacy breaches.

Our business involves the collection, storage, processing and transmission of customers’ personal data, including financial information. In addition, a significant number of our customers authorize us to bill their payment card or bank accounts directly for all transaction and other fees charged by us. We have built our reputation on the premise that our platform offers customers a secure way to make payments. An increasing number of organizations, including large merchants and businesses, other large technology companies, financial institutions and government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on portions of their websites or infrastructure.

 

 

22


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

The techniques used to obtain unauthorized, improper or illegal access to our systems, our data or our customers’ data, to disable or degrade service, or to sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized until launched against a target. Unauthorized parties may attempt to gain access to our systems or facilities through various means, including, among others, hacking into our systems or those of our customers, partners or vendors, or attempting to fraudulently induce our employees, customers, partners, vendors or other users of our systems into disclosing user names, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems. Certain efforts may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. Although we have developed systems and processes that are designed to protect our data and customer data and to prevent data loss and other security breaches, and expect to continue to expend significant additional resources to bolster these protections, these security measures cannot provide absolute security. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access our customers’ personal or proprietary information and card data that are stored on or accessible through those systems. Our security measures may also be breached due to human error, malfeasance, system errors or vulnerabilities, or other irregularities. Any actual or perceived breach of our security could interrupt our operations, result in our systems or services being unavailable, result in improper disclosure of data, materially harm our reputation and brand, result in significant legal and financial exposure, lead to loss of customer confidence in, or decreased use of, our products and services, and adversely affect our business and results of operations. In addition, any breaches of network or data security at our customers, partners or vendors (including data center and cloud computing providers) could have similar negative effects. Actual or perceived vulnerabilities or data breaches may lead to claims against us.

In addition, under card rules and our contracts with our card processors, if there is a breach of card information that we store, we could be liable to the payment card issuers for their cost of issuing new cards and related expenses. We also expect to spend significant additional resources to protect against security or privacy breaches, and may be required to address problems caused by breaches. Additionally, while we maintain insurance policies, they may not be adequate to reimburse us for losses caused by security breaches, and we may not be able to collect fully, if at all, under these insurance policies.

Our services must integrate with a variety of operating systems and networks, and the hardware that enables merchants to accept payment cards must interoperate with mobile networks offered by telecom operators and third-party mobile devices utilizing those operating systems. If we are unable to ensure that our services or hardware interoperate with such networks, operating systems and devices, our business may be seriously harmed.

We are dependent on the ability of our products and services to integrate with a variety of operating systems and networks, as well as web browsers that we do not control. Any changes in these systems or networks that degrade the functionality of our products and services, impose additional costs or requirements on us, or give preferential treatment to competitive services, including their own services, could seriously harm the levels of usage of our products and services. We also rely on bank platforms to process some of our transactions. If there are any issues with or service interruptions in these bank platforms, users may be unable to have their transactions completed, which would seriously harm our business.

In addition, our hardware interoperates with mobile networks offered by telecom operators and mobile devices developed by third parties. Changes in these networks or in the design of these mobile devices may limit the interoperability of our hardware with such networks and devices and require modifications to our hardware. If we are unable to ensure that our hardware continues to interoperate effectively with such networks and devices, or if doing so is costly, our business may be seriously harmed.

 

 

23


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Our business depends on a strong and trusted brand, and any failure to maintain, protect and enhance our brand would harm our business.

We have developed a strong and trusted brand, highly linked to the reputation and public image of UOL, our controlling shareholder, which has contributed significantly to the success of our business. Our brand is predicated on the idea that sellers and buyers will trust us and find value in building and growing their businesses with our products and services. Maintaining, protecting and enhancing our brand are critical to expanding our base of sellers, buyers and other third-party partners, as well as increasing engagement with our products and services. This will depend largely on our ability to maintain trust, be a technology leader, and continue to provide high-quality and secure products and services. Any negative publicity about our industry, our company or UOL, our controlling shareholder, the quality and reliability of our products and services, our risk management processes, changes to our products and services, our ability to effectively manage and resolve seller and buyer complaints, our privacy and security practices, litigation, regulatory activity, the experience of sellers and buyers with our products or services, and changes in the public opinion of UOL, could harm our reputation and the confidence in and use of our products and services. Harm to our brand can arise from many sources, including failure by us or our partners to satisfy expectations of service and quality; inadequate protection of sensitive information; compliance failures and claims; litigation and other claims; employee misconduct; and misconduct by our partners, service providers or other counterparties. If we do not successfully maintain a strong and trusted brand, our business could be seriously harmed.

Our business is subject to extensive government regulation and oversight and our status under these regulations may change. Violation of or compliance with present or future regulation could be costly, expose us to substantial liability and force us to change our business practices, any of which could seriously harm our business and results of operations.

In December 2014 PagSeguro Brazil applied for authorizations from the Central Bank relating to three of our digital payments activities, and we have not yet received those authorizations. The activities involved are the PagSeguro digital account, our issuance of PagSeguro prepaid cards, and our activities as an acquirer. We applied for these authorizations because those businesses began to be regulated by Brazilian Federal Law No. 12,865/13, which took effect on October 9, 2013. Although the Central Bank regulations permit us to continue carrying on these activities pending grant of the authorizations because we were already operating these activities before Law No. 12,865/13 became effective, there can be no assurance that we will obtain the authorizations. If we do not obtain them, or if we are found to be in violation of any current or future regulations, we could be (i) required to pay substantial fines (including per transaction fines) and disgorgement of our profits, (ii) required to change our business practices or (iii) subjected to insolvency procedures such as an intervention by the Central Bank and the out-of-court liquidation of PagSeguro Brazil. We could also be subject to private lawsuits. Any of these consequences could seriously harm our business and results of operations.

In addition, the early payment of receivables service that we offer merchants makes up a significant portion of our activities. Law No. 12,865/13 prohibits payment institutions such as PagSeguro Brazil from performing activities that are restricted to financial institutions. There is some debate under Brazilian law as to whether providing early payment of receivables to merchants could be characterized as “lending”, which is an activity that is restricted to financial institutions. Similarly, there is some debate as to whether the discount rates applicable to this early payment service should be considered as “interest,” in which case the limits set by the Brazilian Usury Law would apply to these rates. If new laws are enacted or the courts’ interpretation of this activity changes, either preventing us from performing this activity or limiting the fees we usually charge, our financial performance could be negatively affected.

For further information regarding these regulatory matters, see “Business—Regulation—Regulation of the digital payments industry in Brazil.”

 

 

24


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including those relating to the sale of consumer products. Specifically, developments in data protection and privacy laws could harm our business, financial condition or results or operations.

We operate in a complex regulatory and legal environment that exposes us to compliance and litigation risks and that could materially affect our operations and financial results. These laws may change, sometimes significantly, as a result of political, economic or social events. Some of the federal, state or local laws and regulations that affect us include:    those relating to consumer products, product liability or consumer protection; those relating to the manner in which we advertise, market or sell products; labor and employment laws, including wage and hour laws; tax laws or interpretations thereof; data protection and privacy laws and regulations; and securities and exchange laws and regulations. For instance, data protection and privacy laws are developing to take into account the changes in cultural and consumer attitudes towards the protection of personal data. There can be no guarantee that we will have sufficient financial resources to comply with any new regulations or successfully compete in the context of a shifting regulatory environment. Any additional privacy laws or regulations could seriously harm our business, financial condition or results of operations.

Changes in tax laws, tax incentives, benefits or differing interpretations of tax laws may harm our results of operations.

Changes in tax laws, regulations, related interpretations and tax accounting standards in Brazil, the Cayman Islands or the United States may result in a higher tax rate on our earnings, which may significantly reduce our profits and cash flows from operations. Also, our results of operations and financial condition may decline if certain tax incentives are not retained or renewed. For example, Brazilian Law No. 11,196 currently grants tax benefits to companies that invest in research and development, which significantly reduces our annual income tax expense. If these tax benefits are revoked and we cannot alter our cost structure to pass our tax increases on to customers, our financial condition, results of operations and cash flows could be seriously harmed. Our payment processing activities are also subject to a Municipal Tax on Services (Imposto Sobre Serviços, or ISS). Any increases in ISS rates would also harm our profitability.

In addition, Brazilian government authorities at the federal, state and local levels are considering changes in tax laws in order to cover budgetary shortfalls resulting from the recent economic downturn in Brazil. If these proposals are enacted they may harm our profitability by increasing our tax burden, increasing our tax compliance costs, or otherwise affecting our financial condition, results of operations and cash flows. Tax rules in Brazil, particularly at the local level, can change without notice. We may not always be aware of all such changes that affect our business and we may therefore fail to pay the applicable taxes or otherwise comply with tax regulations, which may result in additional tax assessments and penalties for our company.

Furthermore, we are involved in tax proceedings based on differences of interpretation between us and the Brazilian tax authorities regarding tax laws and regulations. For further information, see “Business—Legal and Administrative Proceedings—Tax and Social Security Matters.”

 

 

25


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Our financial success is sensitive to the method consumers choose to make payments, since these methods differ in profitability. Our profitability could be harmed if the proportion of our business funded using less profitable methods goes up.

We pay transaction fees to card schemes, banks and other intermediaries that vary according to the method chosen by consumers to fund payment transactions. These transaction fees are higher when consumers fund payments using credit cards, and lower when consumers fund payments with debit cards. Transaction fees are nominal when customers fund payment transactions by digital transfer of funds from bank accounts, and we pay no fees when customers fund payment transactions from an existing PagSeguro account balance. Our financial success is therefore sensitive to changes in the proportion of our business funded by consumers using credit and debit cards, which would increase our costs if we were unable to adjust the rates we charge our customers accordingly. Consumers may resist funding payments by digital transfer from bank accounts because of the incentives offered by credit cards, for example, or general concerns about providing bank account information to a third party.

Failure to deal effectively with fraud, fictitious transactions, bad transactions or negative customer experiences would increase our loss rate and harm our business, and could severely diminish merchant and consumer confidence in and use of our services.

We incur losses and expenses due to claims from consumers that merchants have not performed or that their goods or services do not match the merchant’s description. We seek to recover these losses and expenses from the merchant, but may not be able to recover them in full when the merchant is unwilling or unable to pay. We also incur losses and expenses from claims that the consumer did not authorize the purchase, from consumer fraud and from erroneous transmissions. In addition, if the losses we incur related to card transactions become excessive, they could potentially result in a loss of our right to accept cards for payment. In the event that we were unable to accept cards, the number of transactions processed through our platform would decrease substantially and our business would be harmed. We are also subject to the risk of fraudulent activity by merchants, consumers of products purchased through our platform, or third parties handling our user information. We take measures to detect and reduce the risk of fraud, but these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new product offerings. If these measures do not succeed, our business could be harmed.

We rely on third parties in many aspects of our business, which creates additional risk.

We rely on third parties in many aspects of our business, including, among others:

 

    networks, banks, payment processors, and payment gateways that link us to the payment card and bank clearing networks to process transactions;

 

    third parties that provide certain outsourced customer support and product development functions, which are critical to our operations; and

 

    third parties that provide facilities, infrastructure, components and services, including data center facilities and cloud computing.

The third parties that we rely on to process transactions may fail or refuse to process transactions adequately. Any of the third parties we use may breach their agreements with us, refuse to renew these agreements on commercially reasonable terms, take actions that degrade the functionality of our services, impose additional costs or requirements on us, or give preferential treatment to competing services. Financial or regulatory issues, labor issues, or other problems that prevent these third parties from providing services to us or our customers could harm our business. If our service providers do not perform satisfactorily, our operations could be disrupted, which could result in customer dissatisfaction, damage our reputation, and harm our business.

 

26


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

In particular, we rely on UOL, our largest shareholder, and its subsidiaries for a number of business services, particularly:    data storage services; telecommunications services; internet security services; software development, maintenance and management; and call center, marketing, corporate, litigation and back-office services. UOL and its subsidiaries also provide us with advertising and media space and resell cloud services to us. For further details of these services, see “Related Party Transactions.”

Our failure to manage the assets underlying our customer funds properly could harm our business.

Our ability to manage and account accurately for the assets underlying our customer funds requires a high level of internal controls. As our business continues to grow and we expand our product offerings, we must continue to strengthen our internal controls accordingly. Our success requires significant public confidence in our ability to handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain the necessary controls or to manage the assets underlying our customer funds accurately could severely diminish customer use of our products and/or result in penalties and fines, which could harm our business.

The e-commerce market in Brazil is developing, and the expansion of our business depends on the continued growth of e-commerce, as well as increased availability, quality and usage of the Internet in Brazil.

Our future revenues from digital payments depend substantially on consumers’ widespread acceptance and use of the Internet as a way to conduct commerce. Rapid growth in the use of the Internet (particularly as a way to provide and purchase products and services) is a relatively recent phenomenon in Brazil and we cannot assure you that this acceptance and usage will continue or increase. Furthermore, if the penetration of Internet access in Brazil does not increase quickly, it may limit our potential growth, particularly in regions with low levels of Internet quality and access and/or low levels of income.

Internet penetration in Brazil may never reach the levels seen in more developed countries for reasons that are beyond our control, including the lack of necessary network infrastructure or delayed development of enabling technologies, performance improvements and security measures. The infrastructure for the Internet in Brazil may not be able to support continued growth in the number of users, their frequency of use or their bandwidth requirements. Delays in telecommunication and infrastructure development or other technology shortfalls may impede improvements in Internet reliability in Brazil. If telecommunications services are not sufficiently available to support the growth of the Internet in Brazil, response times could be slower, which would reduce Internet usage and harm our services. In addition, even if Internet penetration in Brazil increases, this may not lead to growth in e-commerce due to a number of factors, including lack of confidence by users in online security.

Furthermore, the price of Internet access and Internet-connected devices, such as personal computers, tablets, mobile phones and other portable devices, may limit our growth, particularly in parts of Brazil with low levels of income. Income levels in Brazil are significantly lower than in the United States and other more developed countries, while prices of both portable devices and Internet access in Brazil are higher than in those countries. Income levels in Brazil may decline and device and access prices may increase in the future.

Any of these factors could limit our ability to generate revenues in future.

 

 

27


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Our quarterly results of operations and operating metrics may fluctuate and are unpredictable and subject to seasonality, which could result in the price of our Class A common shares being unpredictable or declining.

Our quarterly results of operations may vary significantly and are not necessarily an indication of future performance. These fluctuations may be due to a variety of factors, some of which are outside of our control and may not fully reflect the underlying performance of our business. In addition, we operate in a somewhat seasonal industry, which tends to experience relatively fewer transactions in the first quarters of the year, increased activity as the year-end holiday shopping season initiates, and fewer transactions after the year-end holidays.

Factors that may cause fluctuations in our quarterly financial results include our ability to attract and retain customers; the timing, effectiveness and costs of expansion and upgrades of our systems and infrastructure, as well as the success of those expansions and upgrades; the outcomes of legal proceedings and claims; our ability to maintain or increase revenue, gross margins and operating margins; our ability to continue introducing new services and to continue convincing customers to adopt additional offerings; increases in and timing of expenses that we may incur to grow and expand our operations and to remain competitive; period-to-period volatility related to fraud and risk losses; system failures resulting in the inaccessibility of our products and services; changes in the regulatory environment, including with respect to security, privacy or enforcement of laws and regulations by regulators, including fines, orders, or consent decrees; changes in global business or macroeconomic enforcement of laws and regulations by regulators, including fines, orders, or consent decrees; changes in global business conditions; general retail buying patterns; and the other risks described in this prospectus. Future fluctuations in quarterly results may mean that our business is less predictable and may harm the trading price of our Class A common shares.

Our business could be harmed if we are unable to forecast demand for our products accurately or to manage our product inventory adequately.

With the goal of increasing our transaction business and POS device sales, we invest broadly in our POS unit technology. Our products, such as the Moderninha and the Minizinha, often require investments with long lead times. An inability to forecast the success of a particular product correctly could harm our business. We must forecast inventory needs and expenses and place orders sufficiently in advance with our third-party suppliers and contract manufacturers based on our estimates of future demand for particular products. Our ability to forecast demand for our products accurately could be affected by many factors, including an increase or decrease in demand for our products or for our competitors’ products, unanticipated changes in general market conditions, and the change in economic conditions.

If we underestimate demand for a particular product, our contract manufacturers and suppliers may not be able to deliver sufficient quantities of that product to meet our requirements, and we may experience a shortage of that product available for sale or distribution. The shortage of a popular product could seriously harm our brand, our seller relationships, the acquisition of additional sellers and our total transaction business. If we overestimate demand for a particular product, we may have excess inventory for that product and the excess inventory may become obsolete or out of date. Inventory levels in excess of demand may lead us to write down or write off the inventory or sell excess inventory at further discounted prices, which could harm our gross profit and our business.

 

 

28


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Some of the key components of our POS devices are sourced from a limited number of suppliers. We are therefore at risk of shortage, price increases, changes, delay or discontinuation of key components, which could disrupt and harm our business.

Some of the key components used to manufacture our POS devices, such as the chip and pin reader, come from limited sources of supply. In addition, we currently rely on one manufacturer to manufacture, test and assemble a significant amount of our POS devices. The agreements for the components used to manufacture our POS devices are entered into directly by the manufacturer of our POS devices and we do not have agreements with these suppliers.

Due to reliance of our POS manufacturers on these components, we are subject to the risk of shortages and long lead times in the supply of certain products. If our manufacturers cannot find alternative sources of supply, we could be subject to components shortages or delays or other problems in product assembly. In addition, various sources of supply-chain risk, including strikes or shutdowns, or loss of or damage to our products while they are in transit or storage, could limit the supply of our POS devices. Any interruption or delay in component supply, any increases in component costs, the inability of our manufacturers to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, and/or difficulties in fulfilling obligations in connection with the warranties we provide for our POS devices, would harm our ability to provide our POS devices or other services to our merchants on a timely basis. This could hurt our relationships with our customers, prevent us from acquiring new customers, and seriously harm our business.

We are subject to anticorruption, anti-bribery and anti-money laundering laws and regulations.

We are subject to various anticorruption, anti-bribery and anti-money laundering laws and regulations that prohibit, among other things, our involvement in improper payments to certain public officials for the purpose of obtaining advantages or in transferring the proceeds of criminal activities. We have programs designed to comply with new and existing legal and regulatory requirements. However, any errors, failures, or delays in complying with anticorruption, anti-bribery and anti-money laundering laws and regulations could result in significant criminal and civil lawsuits, penalties, forfeiture of significant assets, or other enforcement actions, as well as reputational harm.

Regulators may increase enforcement of these obligations, which may require us to further revise or expand our compliance program, including the procedures we use to verify the identity of our customers and to monitor our transactions. Regulators regularly reexamine the transaction volume thresholds at which we must obtain and keep applicable records or verify identities of customers and any change in such thresholds could result in greater costs for compliance. Costs associated with fines or enforcement actions, changes in compliance requirements, or limitations on our ability to grow could harm our business and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, make it more difficult for new customers to join our network and reduce the attractiveness of our products and services.

 

 

29


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

The loss of any member of our management team and our inability to make up for such loss with a qualified replacement, could harm our business.

Our business depends upon the efforts and skill of our senior management, who has played an important role in shaping our company culture. Our future success depends to a significant extent on the continued service of our senior management team, who are critical to the development and the execution of our business strategies. Any member of our senior management team may leave us to set up or work in businesses that compete with ours. There is no guarantee that the compensation arrangements and noncompetition agreements we have entered into with our senior management team are sufficiently broad or effective to prevent them from resigning in order to set up or join a competitor, or that the noncompetition agreements would be upheld in a court of law. In the event that a number of our senior management members leave our company, we may have difficulty finding suitable replacements, which could seriously harm us.

Our future success also depends on our ability to identify, attract, hire, train, retain, motivate and manage other highly skilled technical, managerial, information technology, marketing, product, risk management and customer service personnel. Competition for these personnel is intense, and we may not be able to successfully attract, hire, train, retain, motivate and manage sufficiently qualified personnel.

We partially rely on card issuers or card schemes to process our transactions. Changes to credit card scheme fees, rules or practices may harm our business.

We partially rely on card issuers or card schemes to process our transactions, and must pay a fee for this service. From time to time, card schemes such as MasterCard and Visa may increase the interchange fees that they charge for each transaction using one of their cards. Credit card processors have the right to pass any increases in interchange fees on to us as well as increase their own fees for processing. In addition, card schemes have imposed and may again impose special assessments for transactions that are executed through a “digital wallet,” and these fees could particularly affect us and significantly increase our costs. These increased fees increase our operating costs and reduce our profit margins.

We are also required by credit card schemes to comply with their operating rules. The credit card schemes and their member banks set and interpret these rules. The bank accounts offered by those member banks compete with our digital account services. Visa, MasterCard, American Express or other credit card companies could adopt new operating rules or reinterpret existing rules that we or our processors might find difficult or even impossible to follow. As a result, we could lose our ability to provide our customers the option of using credit cards to fund their payments and our users the option to pay their fees using a credit card. If we were unable to accept credit cards, our business would be seriously harmed.

We could lose the right to accept credit cards or could be required to pay fines if credit card schemes such as MasterCard or Visa determine that users are using our platform to engage in illegal or “high risk” activities, or if users generate a large volume of chargebacks related to fraudulent transactions. Additionally, we may be unable to access financing in the credit and capital markets at reasonable rates to fund our operations and for that reason our profitability and total transaction business could decline significantly.

 

 

30


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

We might not successfully implement strategies to increase adoption of our digital payment methods, which would limit our growth.

Our future profitability will depend, in part, on our ability to successfully implement our strategy to increase adoption of our digital payment methods. We cannot assure you that the market for digital payments will continue to grow or will remain viable. We expect to invest substantial amounts to:

 

    drive consumer and merchant awareness of digital payments;

 

    encourage consumers and merchants to sign up for and use our digital payment products;

 

    enhance our infrastructure to handle seamless processing of transactions;

 

    continue to develop state of the art, easy-to-use technology;

 

    expand our operations;

 

    increase the number of users who collect and pay digitally; and

 

    grow and diversify our customer base.

Despite these investments, we may fail to implement these programs successfully or to increase substantially the number of customers who pay for our digital payment methods. This would hold back any growth in our revenues and harm our business.

If we fail to establish and maintain proper and effective internal controls over financial reporting, our results of operations and our ability to operate our business may be harmed.

After this offering, we will be subject to the Sarbanes-Oxley Act, which requires, among other things, that we establish and maintain effective internal controls over financial reporting and disclosure controls and procedures. Under the SEC’s current rules, starting in 2019 we will be required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to assess the effectiveness of our internal controls. Our testing may reveal deficiencies in our internal controls that are deemed to be material weaknesses or significant deficiencies and render our internal controls over financial reporting ineffective. We expect to incur additional accounting and auditing expenses and to spend significant management time in complying with these requirements. If we are not able to comply with these requirements in a timely manner, or if we or our management identifies material weaknesses or significant deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our Class A common shares may decline and we may be subject to investigations or sanctions by the SEC, the Financial Industry Regulatory Authority, Inc., or FINRA, or other regulatory authorities. In addition, we may be required to expend significant management time and financial resources to correct any material weaknesses that may be identified or to respond to any regulatory investigations or proceedings.

Our operating results are affected by decreases in consumer discretionary spending. Changes in macroeconomic conditions may reduce the volume and prices of transactions on our payments platforms and harm our growth strategies and business prospects.

Our operating results are affected by the condition of the economy. Our business and financial performance may be harmed by current and future economic conditions that cause a decline in business and consumer spending, including a reduction in the availability of credit, increased unemployment levels, higher energy and fuel costs, rising interest rates, financial market volatility and recession. Additionally, we may experience difficulties in operating and growing our operations as a result of economic pressures.

 

 

31


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

As a business that depends on consumer discretionary spending, we may suffer harm if our merchants’ customers reduce their purchases due to continued job losses, foreclosures, bankruptcies, higher consumer debt and interest rates, reduced access to credit, lower consumer confidence, uncertainty or changes in tax policies and tax rates. Decreases in customer traffic or average value per transaction negatively affect our financial performance, and a prolonged period of depressed consumer spending could seriously harm our business. Promotional activities and decreased demand for consumer products, particularly higher-end products, could affect our profitability. The potential effects of the ongoing economic crisis in Brazil are difficult to forecast and mitigate. Any of the foregoing could seriously harm our business, results of operations and financial condition and could cause the trading price of our Class A common shares to decline.

Increases in interest rates may harm our business.

Processing consumer transactions made using credit cards, as well as providing early payment of receivables to merchants when consumers make credit card purchases in installments, both make up a significant portion of our activities. If Brazilian interest rates increase, consumers may choose to make fewer purchases using credit cards; and fewer merchants may decide to use our early payment of receivables service if our overall financing costs require us to increase the discount rate we charge for this service. Either of these factors could cause our business activity levels to decrease.

Customer complaints or negative publicity about our customer service could reduce usage of our products and, as a result, our business could suffer.

Customer complaints or negative publicity about our customer service could severely diminish consumer confidence in and use of our product. Breaches of our customers’ privacy and our security measures could have the same effect. Measures we sometimes take to combat risks of fraud and breaches of privacy and security, such as freezing customer funds, can damage relations with our customers. These measures heighten the need for prompt and accurate customer service to resolve irregularities. Effective customer service requires significant expenses, which, if not managed properly, could impact our profitability significantly. Any inability by us to manage or train our customer service representatives properly could compromise our ability to handle customer complaints effectively. If we do not handle customer complaints effectively, our reputation may suffer and we may lose our customers’ confidence.

We are susceptible to illegal or improper uses of our platform, which could expose us to additional liability and harm our business.

We, like our platforms, are susceptible to potentially illegal or improper uses. These may include illegal online gambling, fraudulent sales of goods or services, illicit sales of prescription medications or controlled substances, software and other intellectual property piracy, money laundering, bank fraud, child pornography trafficking, terrorist financing, prohibited sales of alcoholic beverages and tobacco products and online securities fraud. The owners of intellectual property rights or government authorities may seek to bring legal action against us if our platform is used for the sale of infringing items. These claims could result in reputational harm and any resulting liabilities, loss of transaction volume or increased costs could harm our business.

 

 

32


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

In addition, our services could be subject to unauthorized credit card use, identity theft, employee fraud or other internal security breaches. We may incur significant costs to protect against the threat of information security breaches or to respond to or alleviate problems caused by any breaches. Laws may require us to notify regulators, customers or employees of security breaches and we may be required to reimburse customers or banks for any funds stolen as a result of any breaches or to provide credit monitoring or identity theft protection in the event of a privacy breach. These requirements, as well as any additional restrictions that may be imposed by credit card companies, could raise our costs significantly and reduce our attractiveness.

In addition to the direct costs of such losses, if they are related to credit card transactions and become excessive they could result in us losing the right to accept credit cards for payment. Since credit cards are the most widely used method for our customers to pay for the products we sell, our business will be harmed if we are unable to accept credit cards.

Unauthorized disclosure of sensitive or confidential customer information or our failure or the perception by our customers that we failed to comply with privacy laws or properly address privacy concerns could harm our business and standing with our customers.

We collect, store, process, and use certain personal information and other user data in our business. A significant risk associated with e-commerce and communications is the secure transmission of confidential information over public networks. The perception of privacy concerns, whether or not valid, may harm our business and results of operations. We must ensure that all processing, collection, use, storage, dissemination, transfer and disposal of data for which we are responsible comply with relevant data protection and privacy laws. The protection of our customer, employee and company data is critical to us. Currently, a number of our users authorize us to bill their credit card accounts directly. We rely on commercially available systems, software, tools and monitoring to provide secure processing, transmission and storage of confidential customer information, such as credit card and other personal information. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events. Any security breach, or any perceived failure involving the misappropriation, loss or other unauthorized disclosure of confidential information, as well as any failure or perceived failure to comply with laws, policies, legal obligations or industry standards regarding data privacy and protection, whether by us or our vendors, could damage our reputation, expose us to litigation risk and liability, subject us to negative publicity, disrupt our operations and harm our business. Our security measures may fail to prevent security breaches, which could harm our business.

We have only a limited ability to protect our intellectual property rights, which are important to our success.

We believe the protection of our intellectual property, including our trademarks, patents, copyrights, domain names, trade dress, and trade secrets, is critical to our success. We seek to protect our intellectual property rights by relying on applicable laws and regulations, as well as a variety of administrative procedures. We also rely on contractual restrictions to protect our proprietary rights when offering or procuring products and services, including confidentiality agreements with parties with whom we conduct business.

 

 

33


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

However, contractual arrangements and other steps we have taken to protect our intellectual property may not prevent third parties from infringing or misappropriating our intellectual property or deter independent development of equivalent or superior intellectual property rights by others. Trademark, copyright, patent, domain name, trade dress and trade secret protection is expensive to maintain and may require litigation. Protecting our intellectual property rights and other proprietary rights is expensive and time-consuming and may not be successful in every jurisdiction. Also, we may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. We have licensed certain of our proprietary rights, such as trademarks or copyrighted material, to others in the past, and expect to do so in the future. These licensees may take actions that diminish the value of our proprietary rights or harm our reputation. Any failure to protect or enforce our intellectual property rights adequately, or significant costs incurred in doing so, could materially harm our business.

As the number of products in the software industry increases and the functionalities of these products further overlap, and as we acquire technology through acquisitions or licenses, we may become increasingly subject to infringement claims, including patent, copyright, and trademark infringement claims. We may be required to enter into litigation to determine the validity and scope of the patents or other intellectual property rights of others. The ultimate outcome of any allegation is uncertain and, regardless of the outcome, any such claim, with or without merit, may be time-consuming, result in costly litigation, divert management’s time and attention from our business, require us to stop selling, delay shipping, or redesign our products, or require us to pay substantial amounts to satisfy judgments or settle claims or lawsuits or to pay substantial royalty or licensing fees, or to satisfy indemnification obligations that we have with some of our customers. Our failure to obtain necessary license or other rights, or litigation or claims arising out of intellectual property matters, may harm our business.

If we continue to grow, we may not be able to appropriately manage the increased size of our business.

We are currently experiencing a period of significant expansion and anticipate that further expansion will be required to address potential growth in our customer base and market opportunities.

We must constantly add new hardware, update software, enhance and improve our billing and transaction systems, and add and train new engineers and other personnel to accommodate the increased use of our platforms and the new products and features we regularly introduce. This upgrade process is expensive, and the increasing complexity and enhancement of our website results in higher costs. Failure to upgrade our technology, features, transaction processing systems, security infrastructure, or network infrastructure to accommodate increased traffic or transaction volume could harm our business. Adverse consequences could include unanticipated system disruptions, slower response times, degradation in levels of customer support, impaired quality of users’ experiences of our services and delays in reporting accurate financial information.

Our revenues depend on prompt and accurate transaction processes. Our failure to grow our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed on our website would harm our business and our ability to collect revenue. Furthermore, we may need to enter into relationships with various strategic partners, websites and other online service providers and other third parties necessary to our business. The increased complexity of managing multiple commercial relationships could lead to execution problems that can affect current and future revenues, and operating margins.

We cannot assure you that our current and planned systems, procedures and controls, personnel and third-party relationships will be adequate to support our future operations. In addition, our current expansion has placed a significant strain on management and on our operational and financial resources, and this strain is expected to continue. Our failure to manage growth effectively could seriously harm our business, results of operations and financial condition.

 

 

34


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Failure to maintain sufficient working capital could limit our growth and harm our business, financial condition and results of operations.

We have significant working capital requirements, primarily driven by payment terms agreed with our merchant clients and the extended payment terms that they offer their customers. Differences between the date when we pay our merchant clients and the date when we receive payments from financial institutions may harm our liquidity and our cash flows. We expect our working capital needs to increase as our total transaction business increases. In order to finance our working capital needs, we have recently been entering into financing arrangements that decrease the amount of time it takes for us to collect our accounts receivable, and to increase the amount of time we have to pay our accounts payable. We believe these financing arrangements allow us to gain access to capital faster and more cheaply than we would otherwise be able to. There can be no assurance that these types of financing arrangements will continue to be available to us on acceptable terms, or at all. If we do not have sufficient working capital, we may not be able to pursue our growth strategy, respond to competitive pressures or fund key strategic initiatives, such as the development of our sites, which may harm our business, financial condition and results of operations.

We may face restrictions and penalties under the Brazilian Consumer Protection Code in the future.

Brazil has a series of strict consumer protection laws, referred to together as the Consumer Protection Code (Código de Defesa do Consumidor). These laws apply to all companies in Brazil that supply products or services to Brazilian consumers. They include protection against misleading and deceptive advertising, protection against coercive or unfair business practices and protection in the formation and interpretation of contracts, usually in the form of civil liabilities and administrative penalties for violations. These penalties are often levied by the Brazilian Consumer Protection Agencies (Fundação de Proteção e Defesa do Consumidor, or PROCONs), which oversee consumer issues on a district-by-district basis. Companies that operate across Brazil may face penalties from multiple PROCONs, as well as from the National Secretariat for Consumers (Secretaria Nacional do Consumidor, or SENACON). Companies may settle claims made by consumers via PROCONs by paying compensation for violations directly to consumers and through a mechanism that allows them to adjust their conduct, called a conduct adjustment agreement (Termo de Ajustamento de Conduta, or TAC). Brazilian Public Prosecutors may also commence investigations of alleged violations of consumer rights, and the TAC mechanism is also available as a sanction in those proceedings. Companies that violate TACs face potential automatic fines. Brazilian Public Prosecutors may also file public civil actions against companies who violate consumer rights, seeking strict observation of the consumer protection laws and compensation for any damages to consumers.

At June 30, 2017, we had approximately 4,000 active judicial proceedings and proceedings with PROCONs and small claims courts relating to consumer rights. Most of these proceedings are related to consumer allegations of non-delivery of products by merchants and requests for withdrawal of digital account balances that were blocked by PagSeguro because they were under investigation for fraud or undergoing claim resolution. To the extent consumers file such claims against us in the future, we may be required to pay fines for noncompliance that could harm our results of operations.

 

 

35


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

We are subject to regulatory activity and antitrust litigation under competition laws.

We receive scrutiny from various governmental agencies under competition laws. Other companies or governmental agencies may allege that our actions violate antitrust or competition laws, or otherwise constitute unfair competition. Contractual agreements with buyers, sellers, or other companies could give rise to regulatory action or antitrust investigations or litigation. Also, our unilateral business practices could give rise to regulatory action or antitrust investigations or litigation. Any such claims and investigations, even if they are unfounded, are usually very expensive to defend, involve negative publicity and substantial diversion of management time and effort, and could result in significant judgments against us.

Unfavorable outcomes in litigation or our inability to post judicial collateral or provide guarantees in pending legal or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

We are defendants in a significant number of judicial proceedings, including indemnity, labor and tax proceedings. At June 30, 2017, we had recorded R$1.1 million in provisions for current civil proceedings and no provisions for non-current civil proceedings; and at December 31, 2016, we had recorded R$0.6 million in provisions for current civil proceedings and no provisions for non-current civil proceedings. We have not recorded any provisions with respect to our proceedings in which our chance of loss has been deemed possible. We cannot guarantee that such proceedings will have favorable outcomes for us or that the provisions made will be sufficient to pay any amounts due. Any proceedings that require us to make substantial payments, affect our reputation or otherwise interfere with our business operations could have a material adverse effect on our business, financial condition and operating results.

Additionally, we may not have sufficient funds to post collateral or provide guarantees in judicial or administrative proceedings that claim substantial amounts. Even if we do not post such collateral or provide guarantees, we will be liable for paying any amounts due pursuant to any unfavorable outcomes in legal proceedings. We cannot assure you that, if we cannot make such payments, our assets, including financial assets, will not be attached, or that we will be able to obtain tax good standing certificates, all of which may have a material adverse effect on our business, financial condition and results of operations.

We may pursue strategic acquisitions or investments. The failure of an acquisition or investment to produce the anticipated results, or the inability to integrate an acquired company fully, could harm our business.

We may from time to time acquire or invest in complementary companies or businesses. The success of an acquisition or investment will depend on our ability to make accurate assumptions regarding the valuation, operations, growth potential, integration and other factors related to that business. We cannot assure you that our acquisitions or investments will produce the results that we expect at the time we enter into or complete a given transaction. Furthermore, acquisitions may result in difficulties integrating the acquired companies, and may result in the diversion of our capital and our management’s attention from other business issues and opportunities. We may not be able to integrate successfully the operations that we acquire, including their personnel, financial systems, distribution or operating procedures. If we fail to integrate acquisitions successfully, our business could suffer. In addition, the expense of integrating any acquired business and their financial results may harm our operating results.

 

 

36


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Our developer platforms, which are open to merchants and third-party developers, subject us to additional risks.

We provide third-party developers with access to application programming interfaces, software development kits and other tools designed to allow them to produce applications for use, with a particular focus on mobile applications. There can be no assurance that merchants or third-party developers will develop and maintain applications and services on our open platforms on a timely basis or at all. A number of factors could cause them to curtail or stop development for our platforms. In addition, our business is subject to many regulatory restrictions. It is possible that merchants and third-party developers who utilize our development platforms or tools could violate these regulatory restrictions and we may be held responsible for such violations, which could harm our business.

We are a holding company and do not have any material assets other than the shares of our subsidiaries.

We are a Cayman Islands exempted company with limited liability. Our material assets are our direct and indirect equity interests in our subsidiaries, particularly Pagseguro Internet S.A., our Brazilian operating company, which we refer to as PagSeguro Brazil. We are, therefore, dependent upon payments, dividends and distributions from our subsidiaries for funds to pay our operating and other expenses and to pay future cash dividends or distributions, if any, to holders of our Class A common shares or Class B common shares, and we may have tax costs in connection with any dividend or distribution. Furthermore, exchange rate fluctuations will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries. See “—Risks Relating to Brazil—The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement as well as Brazil’s political and economic conditions could harm us and the price of our Class A common shares,” “—Risks Relating to the Offering and our Class A Common Shares—We have not adopted a dividend policy with respect to future dividends. If we do not declare any dividends in the future, you will have to rely on price appreciation of our Class A common shares in order to achieve a return on your investment.” and “Dividends and Dividend Policy.”

An occurrence of a natural disaster, widespread health epidemic or other outbreaks could seriously harm our business, financial condition and results of operations.

Natural disasters, such as fires or floods, the outbreak of a widespread health epidemic, or other events, such as wars, acts of terrorism, political events, environmental accidents, power shortages or communication interruptions could seriously harm our business. The occurrence of a disaster or similar event could materially disrupt our business and operations. These events could also cause us to close our operating facilities temporarily, which would severely disrupt our operations and seriously harm our business, financial condition and results of operations. In addition, our net sales could be significantly reduced to the extent that a natural disaster, health epidemic or other major event harms the economy of Brazil or any other jurisdictions where we may operate. Our operations could also be severely disrupted if our consumers, merchants or other participants were affected by natural disasters, health epidemics or other major events.

 

 

37


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Risks Relating to Brazil

The Brazilian federal government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement as well as Brazil’s political and economic conditions could harm us and the price of our Class A common shares.

The Brazilian federal government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in policy and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies, price controls, foreign exchange rate controls, currency devaluations, capital controls and limits on imports. We have no control over and cannot predict what measures or policies the Brazilian government may take in the future. We and the market price of our securities may be harmed by changes in Brazilian government policies, as well as general economic factors, including, without limitation:

 

    growth or downturn of the Brazilian economy;

 

    interest rates and monetary policies;

 

    exchange rates and currency fluctuations;

 

    inflation;

 

    liquidity of the domestic capital and lending markets;

 

    import and export controls;

 

    exchange controls and restrictions on remittances abroad;

 

    modifications to laws and regulations according to political, social and economic interests;

 

    fiscal policy and changes in tax laws;

 

    economic, political and social instability;

 

    labor and social security regulations;

 

    energy and water shortages and rationing; and

 

    other political, social and economic developments in or affecting Brazil.

In addition, Brazil is currently experiencing a recession and weak macroeconomic conditions are expected to continue through at least the end of 2017, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Principal Factors Affecting Our Financial Condition and Results of Operations of PagSeguro Brazil.” We cannot predict what measures the Brazilian federal government will take in the face of mounting macroeconomic pressures or otherwise.

Uncertainty over whether the Brazilian federal government will implement changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Brazil, which may have an adverse effect on us and our Class A common shares. Recent economic and political instability has led to a negative perception of the Brazilian economy and higher volatility in the Brazilian securities markets, which also may adversely affect us and our Class A common shares. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PagSeguro Brazil—Brazilian political environment and macroeconomic conditions, interest rates, consumer credit and consumer spending.”

 

 

38


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

The ongoing economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares.

Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities issued by Brazilian companies.

The recent economic instability in Brazil has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment. Weak macroeconomic conditions in Brazil are expected to continue through at least the end of 2017. In addition, various ongoing investigations into allegations of money laundering and corruption being conducted by the Office of the Brazilian Federal Prosecutor, including the largest such investigation, known as “Operação Lava Jato”, have negatively impacted the Brazilian economy and political environment. Members of the Brazilian government as well as senior officers of large state-owned companies have faced or are currently facing allegations of corruption and money laundering as a result of these investigations. These individuals are alleged to have accepted bribes by means of kickbacks on contracts granted by the government to several infrastructure, oil and gas and construction companies. The profits of these kickbacks allegedly financed the political campaigns of political parties forming the previous government’s coalition that was led by former President Dilma Rousseff, which funds were unaccounted for or not publicly disclosed. These funds were also allegedly destined toward the personal enrichment of certain individuals. A number of senior politicians, including members of Congress, and high-ranking executives officers of major corporations and state-owned companies in Brazil have been arrested, convicted of various charges relating to corruption, entered into plea agreements with federal prosecutors and/or have resigned or been removed from their positions. The potential outcome of Operação Lava Jato as well as other ongoing corruption-related investigations is uncertain, but they have already hurt the image and reputation of those companies that have been implicated as well as the general market perception of the Brazilian economy, political environment and the Brazilian capital markets. We have no control over, and cannot predict, whether such investigations or allegations will lead to further political and economic instability or whether new allegations against government officials will arise in the future.

President Dilma Rousseff was suspended from office on May 12, 2016, when the Brazilian Senate voted to hold a trial on impeachment charges against her. President Rousseff was replaced by Vice-President Michel Temer, who served as acting President until Ms. Rousseff was permanently removed from office by the Senate on August 31, 2016. We cannot predict how the ongoing investigations and proceedings will affect us or the price of our Class A common shares. Furthermore, uncertainty over whether the acting Brazilian government will implement changes in policy or regulation in the future may contribute to economic uncertainty in Brazil and to heightened volatility in the securities issued abroad by Brazilian companies.

In addition, political demonstrations in Brazil over the last few years have affected the development of the Brazilian economy and investors’ perceptions of Brazil. For example, street protests, which started in mid-2013 and continued through 2016, demonstrated the public’s dissatisfaction with the worsening Brazilian economic condition (including an increase in inflation and fuel prices as well as rising unemployment), the perception of widespread corruption, as well as the potential for severe water and electricity rationing following a decrease in rainfall and water reservoir levels throughout Brazil in early 2016.

 

 

39


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Any of the above factors may create additional political uncertainty, which could harm the Brazilian economy and, consequently, our business and the price of our Class A common shares.

Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital markets, and high levels of inflation in the future would harm our business and the price of our Class A common shares.

In the past, Brazil has experienced extremely high rates of inflation. Inflation and some of the measures taken by the Brazilian government in an attempt to curb inflation have had significant negative effects on the Brazilian economy generally. Inflation, policies adopted to curb inflationary pressures and uncertainties regarding possible future governmental intervention have contributed to economic uncertainty and heightened volatility in the Brazilian capital markets.

According to the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or IPCA, Brazilian inflation rates were 6.3%, 10.7% and 6.4% in 2016, 2015 and 2014, respectively. Brazil may experience high levels of inflation in the future and inflationary pressures may lead to the Brazilian government’s intervening in the economy and introducing policies that could harm our business and the price of our Class A common shares. In the past, the Brazilian government’s interventions included the maintenance of a restrictive monetary policy with high interest rates that restricted credit availability and reduced economic growth, causing volatility in interest rates. For example, the official interest rate in Brazil oscillated from 7.25% in 2014 to 13.75% in 2016, as established by the Monetary Policy Committee (Comitê de Política Monetária do Banco Central do Brasil—COPOM). Conversely, more lenient government and Central Bank policies and interest rate decreases have triggered and may continue to trigger increases in inflation, and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could negatively affect us and increase our indebtedness.

Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares.

The Brazilian currency has been historically volatile and has been devalued frequently over the past three decades. Throughout this period, the Brazilian government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Although long-term depreciation of the real is generally linked to the rate of inflation in Brazil, depreciation of the real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the real, the U.S. dollar and other currencies. The real depreciated against the U.S. dollar by 32.0% at year-end 2015 as compared to year-end 2014, and by 11.8% at year-end 2014 as compared to year-end 2013. The real/U.S. dollar exchange rate reported by the Central Bank was R$3.9048 per U.S. dollar on December 31, 2015 and R$3.2591 per U.S. dollar on December 31, 2016, which reflected a 19.8% appreciation in the real against the U.S. dollar during 2016. The real/U.S. dollar exchange rate reported by the Central Bank was R$3.3082 per U.S. dollar on June 30, 2017, remaining relatively stable as compared to the rate at year-end 2016. There can be no assurance that the real will not again depreciate against the U.S. dollar or other currencies in the future.

 

 

40


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

A devaluation of the real relative to the U.S. dollar could create inflationary pressures in Brazil and cause the Brazilian government to, among other measures, increase interest rates. Any depreciation of the real may generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results. Restrictive macroeconomic policies could reduce the stability of the Brazilian economy and harm our results of operations and profitability. In addition, domestic and international reactions to restrictive economic policies could have a negative impact on the Brazilian economy. These policies and any reactions to them may harm us by curtailing access to foreign financial markets and prompting further government intervention. A devaluation of the real relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth.

On the other hand, an appreciation of the real relative to the U.S. dollar and other foreign currencies may deteriorate the Brazilian foreign exchange current accounts. We and certain of our suppliers purchase goods and services from countries outside Brazil, and thus changes in the value of the U.S. dollar compared to other currencies may affect the costs of goods and services that we purchase. Depending on the circumstances, either devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could restrict the growth of the Brazilian economy, as well as our business, results of operations and profitability.

Infrastructure and workforce deficiency in Brazil may impact economic growth and have a material adverse effect on us.

Our performance depends on the overall health and growth of the Brazilian economy. Brazilian GDP growth has fluctuated over the past few years, with growth of 3.0% in 2013 but decreasing to 0.5% in 2014, a contraction of 3.8% in 2015 and a contraction of 3.6% in 2016. Growth is limited by inadequate infrastructure, including potential energy shortages and deficient transportation, logistics and telecommunication sectors, the lack of a qualified labor force, and the lack of private and public investments in these areas, which limit productivity and efficiency. Any of these factors could lead to labor market volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material adverse effect on us.

Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm the Brazilian economy and the price of Brazilian securities, including the price of our Class A common shares.

The market for securities issued by Brazilian companies is influenced by economic and market conditions in Brazil and, to varying degrees, market conditions in other Latin American and emerging markets, as well as the United States, Europe and other countries. To the extent the conditions of the global markets or economy deteriorate, the business of Brazilian companies may be harmed. The weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased unemployment, reduced income and asset values in many areas, reduction of China’s growth rate, currency volatility and limited availability of credit and access to capital. Developments or economic conditions in other emerging market countries have at times significantly affected the availability of credit to Brazilian companies and resulted in considerable outflows of funds from Brazil, decreasing the amount of foreign investments in Brazil.

 

 

41


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Crises and political instability in other emerging market countries, the United States, Europe or other countries could decrease investor demand for Brazilian securities, such as our Class A common shares. In June 2016, the United Kingdom had a referendum in which the majority voted to leave the European Union. We have no control over and cannot predict the effect of the United Kingdom’s exit from the European Union nor over whether and to which effect any other member state will decide to exit the European Union in the future. On January 20, 2017, Donald Trump became the President of the United States. We have no control over and cannot predict the effect of Donald Trump’s administration or policies. These developments, as well as potential crises and forms of political instability arising therefrom or any other as of yet unforeseen development, may harm our business and the price of our Class A common shares.

Any further downgrading of Brazil’s credit rating could reduce the trading price of our Class A common shares.

We may be harmed by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies regularly evaluate Brazil and its sovereign ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors.

Brazil has lost its investment grade sovereign debt credit rating by the three main U.S. based credit rating agencies, Standard & Poor’s, Moody’s and Fitch. Standard & Poor’s downgraded Brazil’s sovereign debt credit rating from BBB- to BB+ in September 2015, subsequently reduced it to BB in February 2016, and maintained its negative outlook on the rating, citing Brazil’s fiscal difficulties and economic contraction as signs of a worsening credit situation. In December 2015, Moody’s placed Brazil’s Baa3 sovereign debt credit rating on review and downgraded Brazil’s sovereign credit rating in February 2016 to Ba2 with a negative outlook, citing the prospect for further deterioration in Brazil’s indebtedness figures amid a recession and challenging political environment. Fitch downgraded Brazil’s sovereign credit rating to BB+ with a negative outlook in December 2015, citing the country’s rapidly expanding budget deficit and worse-than-expected recession, and further downgraded Brazil’s sovereign debt credit rating in May 2016 to BB with a negative outlook.

Brazil’s sovereign credit rating is currently rated below investment grade by the three main credit rating agencies. Consequently the prices of securities issued by Brazilian companies have been negatively affected. A prolongation or worsening of the current Brazilian recession and continued political uncertainty, among other factors, could lead to further ratings downgrades. Any further downgrade of Brazil’s sovereign credit ratings could heighten investors’ perception of risk and, as a result, cause the trading price of our Class A common shares to decline.

Internet regulation in Brazil is recent and still limited and several legal issues related to the Internet are uncertain.

In 2014, Brazil enacted a law, which we refer to as the Internet Act, setting forth principles, guarantees, rights and duties for the use of the Internet in Brazil, including provisions about Internet service provider liability, Internet user privacy and Internet neutrality. In May 2016, further regulations were passed in connection with the Internet Act. However, unlike in the United States, little case law exists around the Internet Act and existing jurisprudence has not been consistent. Legal uncertainty arising from the limited guidance provided by current laws in force allows for different judges or courts to decide very similar claims in different ways and establish contradictory jurisprudence. This legal uncertainty allows for rulings against us and could set adverse precedents, which individually or in the aggregate could seriously harm our business, results of operations and financial condition. In addition, legal uncertainty may harm our customers’ perception and use of our service.

 

 

42


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Risks Relating to the Offering and Our Class A Common Shares

Our Class A common shares have not previously been traded on any stock exchange and, therefore, an active and liquid trading market for such securities may not develop, which could potentially depress the trading price of our Class A common shares after this offering.

Before this offering, none of our Class A common shares have ever been traded on any stock exchange. In connection with the offering, we will apply to list Class A common shares on the NYSE. An active and liquid public trading market for our Class A common shares may not develop or, if it develops, may not be sufficiently liquid. Active, liquid trading markets generally result in lower price volatility and more efficient purchases and sales of shares.

The initial public offering price for our Class A common shares will be determined by negotiation between us and the underwriters based upon several factors, and the price of our Class A common shares after this offering may decline below the initial public offering price. The market price of our Class A common shares could vary significantly as a result of a number of factors, some of which are beyond our control. As a result, investors may experience a significant decrease in the market price of our Class A common shares. If an active trading market does not develop or is not maintained, the liquidity and price of our Class A common shares could be seriously harmed.

UOL, our largest shareholder, will own 100% of our outstanding Class B common shares, which represent approximately                    % of the voting power of our issued share capital following the offering, and will control all matters requiring shareholder approval. This concentration of ownership and voting power limits your ability to influence corporate matters.

Our Class B common shares are entitled to 10 votes per share and our Class A common shares, which are the common shares we are offering in this offering, are entitled to one vote per share. Our Class B common shares are convertible into an equivalent number of Class A common shares and generally convert into Class A common shares upon transfer subject to limited exceptions. Following this offering, UOL will control our company and will hold all of our outstanding Class B common shares, representing                    % of our issued share capital, or                    % if the underwriters’ option to purchase additional common shares from UOL is exercised in full. Because of the ten-to-one voting ratio between our Class B common shares and Class A common shares, these Class B common shares will give UOL approximately                    % of the voting power of our issued share capital, or                    % if the underwriters’ option to purchase additional common shares from UOL is exercised in full. UOL will therefore control the outcome of all decisions at our shareholders’ meetings, and will be able to elect a majority of the members of our board of directors. It will also be able to direct our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses. UOL’s decisions on these matters may be contrary to your expectations or preferences, and it may take actions that could be contrary to your interests. It will be able to prevent any other shareholders, including you, from blocking these actions. For further information regarding shareholdings in our company, see “Principal and Selling Shareholder.”

If UOL sells or transfers any of its Class B common shares, they will generally convert automatically into Class A common shares, subject to limited exceptions, such as transfers to affiliates, to trustees for the holder or its affiliates and certain transfers to U.S. tax exempt organizations. The fact that any Class B common shares convert into Class A common shares if UOL sells or transfers them means that UOL will in many situations continue to control a majority of the combined voting power of our outstanding share capital, due to the voting rights of any Class B common shares that it retains. If our Class B common shares at any time represent less than 10% of the combined voting power of our Class A common shares and Class B common shares together, however, the Class B common shares then outstanding will automatically convert into Class A common shares. For a description of the dual class structure, see “Description of Share Capital.”

 

 

43


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Investors in this offering will experience immediate and substantial dilution in the book value of their investment.

The assumed initial public offering price of US$                    per Class A common share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, when converted into reais is substantially higher than the pro forma net tangible book value per Class A common share in reais upon the completion of this offering. Therefore, if you purchase Class A common shares in this offering, you will incur immediate dilution of R$                    in the net tangible book value per share from the price you paid. In addition, investors purchasing our Class A common shares from us in this offering will have contributed                     % of the total consideration paid to us by all shareholders who purchased our common shares, in exchange for acquiring approximately                    % of our outstanding Class A common shares at June 30, 2017, after giving effect to this offering. See “Dilution” for more information.

Class A common shares eligible for future sale may cause the market price of our Class A common shares to drop significantly.

The market price of our Class A common shares may decline as a result of sales of a large number of our Class A common shares in the market after this offering (including Class A common shares issuable upon conversion of Class B common shares) or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

After the consummation of this offering, we will have outstanding                    Class A common shares and                     Class B common shares (or                    Class A common shares and                    Class B common shares, if the underwriters exercise in full their option to purchase additional shares from UOL, which shares would convert from Class B common shares to Class A common shares upon such sale). Subject to the lock-up agreements described below, the Class A common shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act by persons other than our affiliates within the meaning of Rule 144 of the Securities Act.

Our shareholders or entities controlled by them or their permitted transferees will, subject to the lock-up agreements described below, be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC. If any of our shareholders, the affiliated entities controlled by them or their respective permitted transferees were to sell a large number of their Class A common shares, the market price of our Class A common shares may decline significantly. In addition, the perception in the public markets that sales by them might occur may also cause the trading price of our Class A common shares to decline.

PagSeguro Digital has agreed with the underwriters, subject to certain exceptions, not to offer, sell or dispose of any shares in its share capital or securities convertible into or exchangeable or exercisable for any shares in its share capital during the 180-day period following the date of this prospectus. PagSeguro Digital’s executive officers and the members of its board of directors, as well as UOL, have agreed to substantially similar lock-up provisions. However, the underwriters may, in their sole discretion and without notice, release all or any portion of the shares from the restrictions in any of the lock-up agreements described above. In addition, these lock-up agreements are subject to the exceptions described in “Common Shares Eligible for Future Sale,” including the right for our company to issue new shares if we carry out an acquisition or enter into a merger, joint venture or strategic participation.

 

 

44


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

In addition, any shares issued under our Long-Term Incentive Plan, or LTIP, upon completion of this offering will be subject to a one-year lock-up period under the terms of the LTIP. Any shares that are issued on a subsequent vesting date during the first year after our initial public offering will be subject to the remainder of that same lock-up period, expiring one year after the closing of this offering. After the close of that one-year period, shares to be issued under the LTIP will no longer be subject to a lock-up. For further information on our LTIP, see “Description of Share Capital—Long-Term Incentive Plan.”

Sales of a substantial number of our common shares upon expiration of the lock-up agreements and the lock-up period in our LTIP, the perception that such sales may occur, or early release of these lock-up periods, could cause our market price to fall or make it more difficult for you to sell your Class A common shares at a time and price that you deem appropriate.

We have not adopted a dividend policy with respect to future dividends. If we do not declare any dividends in the future, you will have to rely on price appreciation of our Class A common shares in order to achieve a return on your investment.

We have not adopted a dividend policy with respect to future dividends. The amount of any distributions will depend on many factors such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our board of directors or, where applicable, our shareholders. Accordingly, if we do not declare dividends in the future, investors will most likely have to rely on sales of their Class A common shares, which may increase or decrease in value, as the only way to realize cash from their investment. There is no guarantee that the price of our Class A common shares will ever exceed the price that you pay.

Our management will have broad discretion over the use of proceeds and may apply the proceeds of this offering in ways that may not improve our business or increase the value of your investments.

We intend to use the net proceeds to us from this offering to fund future selective acquisitions and investments in businesses, technologies or products that are complementary to our business. We also may use a portion of the net proceeds from this offering to finance our working capital. Any remaining net proceeds will be used for other general corporate purposes. We cannot specify with certainty the particular purposes for which we will use our net proceeds from this offering, however. Accordingly, our management will have considerable discretion in the application of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Until we use the net proceeds we may place them in investments that do not produce significant income or that may lose value.

We may raise additional capital in the future by issuing equity securities, which may result in a potential dilution of your equity interest.

We may issue additional equity securities to raise capital, make acquisitions, or for a variety of other purposes. Additional issuances of our shares may be made pursuant to the exercise or conversion of convertible debt securities, warrants, stock options or other equity incentive awards. Any strategic partnership, issuance or placement of shares and/or securities convertible into or exchangeable for shares may affect the market price of our shares and could result in dilution of your equity interest.

 

 

45


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, the market price and trading volume of our Class A common shares could decline.

The trading market for our Class A common shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our Class A common shares could decline, which might cause the market price and trading volume of our Class A common shares to decline.

We are a Cayman Islands exempted company with limited liability. The rights of our shareholders may be different from the rights of shareholders governed by the laws of U.S. jurisdictions.

We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our Memorandum and Articles of Association and by the laws of the Cayman Islands. The rights of shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In the performance of its duties, the board of directors of a solvent Cayman Islands exempted company is required to consider the company’s interests, which is generally defined with reference to the interests of its shareholders (both present and future) as a whole, which may differ from the interests of one or more of its individual shareholders. See “Description of Share Capital—Principal Differences between Cayman Islands and U.S. Corporate Law.”

Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.

Our corporate affairs are governed by our Memorandum and Articles of Association, by the Companies Law (as amended) of the Cayman Islands and the common law of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly defined as under statutes or judicial precedent in existence in jurisdictions in the United States. Therefore, you may have more difficulty protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the United States, due to the comparatively less formal nature of Cayman Islands law in this area.

While Cayman Islands law allows a dissenting shareholder to express a shareholder’s view that a court sanctioned reorganization of a Cayman Islands company would not provide fair value for the shareholder’s shares, Cayman Islands statutory law in respect of schemes of arrangement does not specifically provide for shareholder appraisal rights in connection with a merger or consolidation effected by a scheme of arrangement of a company. This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, Cayman Islands statutory law, which permits a merger/consolidation without a court order, provides a mechanism for a dissenting shareholder in a merger or consolidation to require us to apply to the Grand Court for a determination of the fair value of the dissenter’s shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.

 

 

46


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Shareholders of Cayman Islands exempted companies (such as us) have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar.

Our Memorandum and Articles of Association contain anti-takeover provisions that may discourage a third party from acquiring us and reduce the rights of holders of our Class A common shares.

Our Memorandum and Articles of Association contain certain provisions that could limit the ability of others to acquire our control, including a provision that grants authority to our board of directors to issue new shares in our company from time to time (including common shares and preferred shares) without action by our shareholders. These provisions could have the effect of depriving our shareholders of the opportunity to sell their Class A common shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain our control in a tender offer or similar transactions. See “Description of Share Capital—Anti-Takeover Provisions in our Memorandum and Articles of Association.”

United States civil liabilities and certain judgments obtained against us by our shareholders may not be enforceable.

PagSeguro Digital is a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all of our current directors and officers are residents of Brazil, and a substantial portion of their assets is located outside of the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. It may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and those officers and directors.

Further, it is unclear if original actions predicated on civil liabilities based solely upon U.S. federal securities laws are enforceable in courts outside the United States, including in the Cayman Islands and Brazil. Courts of the Cayman Islands may not, in an original action in the Cayman Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States on the grounds that such provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, courts of the Cayman Islands will recognize a foreign judgment in personam of a court of competent jurisdiction and give a judgment based thereon if such judgment is final, for a liquidated sum, provided it is not in respect of taxes or a fine or penalty, is not inconsistent with a Cayman Islands’ judgment in respect of the same matters, and was not obtained in a manner which is contrary to the public policy of the Cayman Islands. In addition, a Cayman Islands court may stay proceedings if concurrent proceedings are being brought elsewhere.

 

 

47


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Judgments of Brazilian courts to enforce our obligations with respect to our Class A common shares may be payable only in reais.

Most of our assets are located in Brazil. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our Class A common shares, we may not be required to discharge our obligations in a currency other than the real. Under Brazilian exchange control laws, an obligation in Brazil to pay amounts denominated in a currency other than the real may only be satisfied in Brazilian currency at the exchange rate in effect on the date the judgment is obtained as determined by the Central Bank. These amounts are then adjusted to reflect exchange rate variations through the effective payment date. The exchange rate at that time may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the Class A common shares.

As a foreign private issuer and an “emerging growth company” (as defined in the JOBS Act), the disclosure requirements that we must comply with and other requirements are different from those applicable to U.S. domestic registrants and non-emerging growth companies.

As a foreign private issuer and emerging growth company, the disclosure requirements that we must comply with and other requirements are different from those applicable to U.S. domestic registrants and non-emerging growth companies. For example, as a foreign private issuer for U.S. purposes, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Securities Exchange Act of 1934, as amended, or the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.

We will follow the Cayman Islands laws and regulations that are applicable to Cayman Islands companies. However, these laws and regulations do not contain any provisions comparable to the U.S. proxy rules, the U.S. rules relating to the filing of reports on Form 10-Q or 8-K or the U.S. rules relating to liability for insiders who profit from trades made in a short period of time, as referred to above.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K disclosing the limited information that is material to us and which we make public pursuant to Cayman Islands law, or are required to distribute to shareholders generally, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.

 

 

48


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for emerging growth companies. Under this act, as an emerging growth company, we will not be subject to the same disclosure and financial reporting requirements as non-emerging growth companies. For example, as an emerging growth company we are permitted to, and intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Also, our auditors will not have to comply with any new auditing standards promulgated by the PCAOB (unless the SEC determines otherwise) or attest to our internal controls under Section 404(b) of the Sarbanes-Oxley Act. We may follow these reporting exemptions until we are no longer an emerging growth company. As a result, our shareholders may not have access to certain information that they deem important. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual revenues of at least US$1.07 billion or (c) in which we are deemed to be a large accelerated filer and (2) the date on which we have issued more than US$1.00 billion in nonconvertible debt during the prior three-year period. Accordingly, the information about us available to you will not be the same as, and may be more limited than, the information available to shareholders of a company that is not an emerging growth company.

We cannot predict if investors will find our Class A common shares less attractive because we will rely on these exemptions. If some investors find our Class A common shares less attractive as a result, there may be a less active trading market for our Class A common shares and our share price may be more volatile.

We will be a foreign private issuer and, as a result, in accordance with the listing requirements of the NYSE we will rely on certain home country governance practices from the Cayman Islands, rather than the corporate governance requirements of the NYSE.

Following completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. The NYSE rules provide that foreign private issuers are permitted to follow home country practice in lieu of certain NYSE corporate governance standards. The standards applicable to us are considerably different from the standards applied to U.S. domestic issuers. For instance, we are not required to:

 

    have a majority of independent members on our board of directors (other than as may result from the requirements for the audit committee member independence under the Exchange Act);

 

    have a minimum of three members on our audit committee;

 

    have a compensation committee or a nominating and corporate governance committee;

 

    have regularly scheduled executive sessions of our board that consist of independent directors only; or

 

    adopt and disclose a code of business conduct and ethics for directors, officers and employees.

 

 

49


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

As a foreign private issuer, we may follow home country practice from the Cayman Islands in lieu of the above requirements. Therefore, the approach to governance adopted by our board of directors may be different from that of a board of directors consisting of a majority of independent directors, and, as a result, our management oversight may be more limited than if we were subject to all of the NYSE corporate governance standards. Accordingly, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

Although we do not expect to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, there can be no assurance that we will not be a PFIC for any taxable year, which could subject United States investors in our shares to significant adverse U.S. federal income tax consequences.

We do not expect to be a PFIC for the current taxable year or any future year, based on our current business plans. However, whether we are a PFIC will be determined annually based upon the composition and nature of our income and the composition, nature and valuation of our assets, all of which are subject to change. The determination of whether we are a PFIC will also depend upon the application of complex U.S. federal income tax rules concerning the classification of our assets and income for this purpose, and the application of these rules is uncertain in some respects. Accordingly, there can be no assurance that the IRS will not challenge any determination by us that we are not a PFIC.

If we were classified a PFIC, special adverse U.S. federal tax rules would generally apply to a United States Holder (as defined in “Taxation – U.S. Federal Income Tax Considerations”) that holds our Class A common shares. United States Holders are urged to consult their own tax advisers with respect to the potential tax consequences of the PFIC rules to their particular circumstances.

Although we consider ourselves to be actively engaged in an active business with respect to a number of business lines, and to be engaged in an active financing business with respect to the early payment of receivables service that we offer merchants regarding credit card transactions in installments in particular, and we believe that income from such businesses is likely not treated as passive income for purposes of the PFIC rules, it is not entirely clear how such income will be treated for these purposes. In particular, certain of our income may be treated as passive income unless such income is eligible for an exception for certain income derived in the active conduct of a financing business under Section 954(h) of the Code (the “active financing exception”), and related assets may be considered passive assets unless the active financing exception applies. We believe that the active financing exception will likely apply to treat such income as active, but if it is determined, contrary to our view, that the income from these businesses is passive for such purposes, that would alter the composition of our income and assets for purposes of testing our PFIC status, and may cause us to be treated as a PFIC. For more information on the application of the PFIC rules to us, see “Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company.”

 

 

50


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Our Class A common shares may not be a suitable investment for all investors, as investment in our Class A common shares presents risks and the possibility of financial losses.

The investment in our Class A common shares is subject to risks. Investors who wish to invest in our Class A common shares are thus subject to asset losses, including loss of the entire value of their investment, as well as other risks, including those related to our Class A common shares, the company, the sector in which we operate, our shareholders and the general macroeconomic environment in Brazil, among other risks.

Each potential investor in our Class A common shares must therefore determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

 

    have sufficient knowledge and experience to make a meaningful evaluation of our Class A common shares, the merits and risks of investing in our Class A common shares and the information contained in this prospectus;

 

    have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in our Class A common shares and the impact our Class A common shares will have on its overall investment portfolio;

 

    have sufficient financial resources and liquidity to bear all of the risks of an investment in our Class A common shares;

 

    understand thoroughly the terms of our Class A common shares and be familiar with the behavior of any relevant indices and financial markets; and

 

    be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

 

51


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes estimates and forward-looking statements principally under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PagSeguro Brazil” and “Business.”

These estimates and forward-looking statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our Class A common shares. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant risks, uncertainties and assumptions and are made in light of information currently available to us.

These statements appear throughout this prospectus and include statements regarding our intent, belief or current expectations in connection with:

 

    the inherent risks related to the digital payments market, such as the interruption or failure of our computer or information technology systems;

 

    our ability to innovate and respond to technological advances and changing customer demands;

 

    the maintenance of tax incentives;

 

    our ability to attract and retain qualified personnel;

 

    our ability to maintain our classification as an emerging growth company under the JOBS Act;

 

    general economic, political and business conditions in Brazil, particularly in the geographic markets we serve as well as any other countries we may serve in the future and their impact on our business, notably with respect to inflation;

 

    labor disputes, employee strikes and other labor-related disruptions, including in connection with negotiations with unions;

 

    management’s expectations and estimates concerning our future financial performance and financing plans and programs;

 

    our interest rates and our level of debt and other fixed obligations;

 

    inflation, appreciation, depreciation and devaluation of the real;

 

    expenses, ability to generate cash flow, and ability to achieve, and maintain, future profitability;

 

    our ability to anticipate market needs and develop and introduce new and enhanced products and service functionality to adapt to changes in our industry;

 

    our anticipated growth and growth strategies and our ability to effectively manage that growth;

 

    the impact of increased competition in our market, innovation by our competitors, and our ability to compete effectively;

 

    our ability to successfully enter new markets and manage our expansion;

 

    our ability to further penetrate our existing client base to grow our ecosystem;

 

    our expectations concerning relationships with third parties and key suppliers;

 

    our ability to maintain, protect and enhance our brand and intellectual property;

 

 

52


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

    the sufficiency of our cash and cash equivalents and cash generated from operations to meet our working capital and capital expenditure requirements, as well as our plans for the net proceeds from this offering;

 

    our compliance with applicable regulatory and legislative developments and regulations and legislation that currently apply or become applicable to our business;

 

    other factors that may affect our financial condition, liquidity and results of operations; and

 

    other risk factors discussed under “Risk Factors.”

The words “believe,” “understand,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “seek,” “intend,” “expect,” “should,” “could,” “forecast” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. Neither we nor the Selling Shareholder undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this prospectus because of new information, future events or other factors. Our independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in this prospectus might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements.

 

53


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements

PagSeguro Digital Ltd., our Cayman Islands company, which is offering its Class A common shares in this offering, was incorporated on July 19, 2017 for an indefinite term. Prior to the contribution of Pagseguro Internet S.A. to it in                      2017, PagSeguro Digital Ltd. had not commenced operations and had only nominal assets and liabilities.

We present in this prospectus the audited consolidated financial statements at December 31, 2016, 2015 and 2014 and for each of the three years ended December 31, 2016 of Pagseguro Internet S.A., our Brazilian operating company, which we refer to as PagSeguro Brazil. These audited consolidated financial statements were prepared in accordance with IFRS, as issued by the IASB. PagSeguro Brazil maintains its books and records in reais.

In addition, we present the unaudited condensed consolidated interim financial statements of PagSeguro Brazil at June 30, 2017 and for the six-month periods ended June 30, 2017 and 2016, which have been prepared in accordance with IAS 34.

The financial information presented in this prospectus should be read in conjunction with the following information, all included elsewhere in this prospectus:

 

    the audited consolidated financial statements of PagSeguro Brazil and the related notes;

 

    the unaudited condensed consolidated interim financial statements of PagSeguro Brazil and the related notes; and

 

    the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PagSeguro Brazil.”

Following this offering, PagSeguro Digital will begin reporting consolidated financial information to shareholders, and PagSeguro Brazil will not present consolidated financial statements. PagSeguro Digital also maintains its books and records in reais and its consolidated financial statements will be prepared in accordance with IFRS, as issued by the IASB.

Corporate Events

Our Incorporation

At the time of incorporation of PagSeguro Digital Ltd., UOL also held 524,577,214 shares of our principal operating company, PagSeguro Brazil (which were substantially all of the shares PagSeguro Brazil, the one remaining share being held by a separate shareholder, as required by Brazilian law). On August 1, 2017, PagSeguro Brazil carried out a reverse stock split, following which UOL held 262,288,606 shares in PagSeguro Brazil, the one remaining share being held by the separate shareholder.

In                      2017, prior to the launch of this initial public offering, UOL contributed all of its shares in PagSeguro Brazil to PagSeguro Digital. As a result, PagSeguro Digital owns substantially all of the shares of PagSeguro Brazil, together with PagSeguro Brazil’s subsidiaries and activities. In return for this contribution, PagSeguro Digital will issue 262,288,606 new Class B common shares to UOL in a 1:1 exchange for the shares of PagSeguro Brazil contributed to it. Taken together with the one Class B common share of PagSeguro Digital that UOL already held prior to that contribution, UOL will then hold all of the issued shares of PagSeguro Digital immediately prior to this offering, consisting of 262,288,607 Class B common shares.

Immediately prior to this initial public offering, therefore, UOL will hold all of the 262,288,607 issued and outstanding shares in PagSeguro Digital, and PagSeguro Digital will hold all of the 262,288,607 issued and outstanding shares in PagSeguro Brazil except one.

 

 

54


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

The 2015 Reorganization

PagSeguro Brazil was incorporated as a legal entity in 2006, although it did not operate the PagSeguro business prior to August 1, 2015 since most of the PagSeguro business activities were operated by other UOL group members prior to that date. On August 1, 2015, UOL carried out a corporate reorganization in which it segregated some of the PagSeguro activities from its other activities and contributed them to PagSeguro Brazil.

Prior to the contribution of these PagSeguro activities to PagSeguro Brazil, their financial results were recorded in UOL’s financial statements. As a result, the financial information of PagSeguro Brazil reflects a carve-out of the PagSeguro activities for periods prior to August 1, 2015. That carve-out financial information is derived from UOL’s accounting records and does not necessarily reflect the financial position, results of operations or cash flows that would have been recorded had PagSeguro Brazil been operating as a separate entity in those periods or at those dates.

From January 1, 2014 through July 31, 2015, certain of the assets and liabilities, revenues, costs and expenses directly related to the PagSeguro business were already controlled separately from UOL’s other activities. On the other hand, certain other corporate balances and transactions relating to the PagSeguro operations were not accounted for separately within UOL; these have been allocated to the audited consolidated financial statements of PagSeguro Brazil for the period from January 1, 2014 through July 31, 2015 based on assumptions similar to those used after August 1, 2015, when the PagSeguro business was transferred to PagSeguro Brazil.

PagSeguro currently uses centralized cash management with UOL. Consequently, all amounts received or paid in connection with the PagSeguro business have been recognized as balances between related parties in the audited consolidated financial statements of PagSeguro Brazil. This approach is consistent with the treatment of the audited consolidated financial statements of PagSeguro Brazil prior to August 1, 2015, which were prepared on a carve-out basis. The PagSeguro cash management will be separate from UOL’s cash management starting from the date of completion of this offering. Any remaining balances that relate to prior cash management activities will begin accruing interest on arms’ length terms from the date of completion of this offering, and any such balances will in any event be repaid within 60 days following completion of this offering.

In addition, during 2016, UOL transferred its 100% interest in Net+Phone and its 75% interest in Boa Compra to PagSeguro Brazil as a capital contribution, and PagSeguro Brazil purchased the remaining 25% non-controlling interests in Boa Compra from its minority shareholders.

Effect of Rounding

Certain amounts and percentages included in this prospectus, including in the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PagSeguro Brazil” have been rounded for ease of presentation. Percentage figures included in this prospectus have not been calculated in all cases on the basis of the rounded figures but on the basis of the original amounts prior to rounding. For this reason, certain percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil. Certain other amounts that appear in this prospectus may not sum due to rounding.

 

 

55


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Market and Industry Data

This prospectus contains data related to economic conditions in the market in which we operate. The information contained in this prospectus concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable. Data and statistics regarding the Brazilian Internet, payment solutions and e-commerce markets are based on publicly available data published by the Brazilian Association of Credit Card and Services Companies (Associação Brasileira de Empresas de Cartões de Crédito e Serviços, or ABECS); comScore, a cross-platform measurement company that measures audiences, brands and consumer behavior, and provides market and analytical data to clients; Datafolha, a research institute and affiliate of UOL created by Grupo Folha, which conducts statistical surveys, election polling and opinion and market surveys for the market at large; the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatĺstica, or IBGE); the World Bank; SEBRAE; Neoway Business Solutions; Webshoppers; and eMarketer; among others. We also make statements in this prospectus about our competitive position and the size of the Brazilian digital payments and e-commerce markets.

Although we have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable, neither we, the Selling Shareholder, the underwriters, nor their respective agents have independently verified it. Governmental publications and other market sources, including those referred to above, generally state that their information was obtained from recognized and reliable sources, but the accuracy and completeness of that information is not guaranteed. In addition, the data that we compile internally and our estimates have not been verified by an independent source. Except as disclosed in this prospectus, none of the publications, reports or other published industry sources referred to in this prospectus were commissioned by us or prepared at our request. Except as disclosed in this prospectus, we have not sought or obtained the consent of any of these sources to include such market data in this prospectus.

The sources of market and industry data contained in this prospectus are listed below:

 

  (1) Bank of International Settlements, Statistics on Payment, Clearing and Settlement Systems in the CPMI Countries, December 2016.

 

  (2) ABECS, 2016 Sector Balance (Balanço do Setor 2016), March 2017. (Maria Judith de Brito, a member of our board of directors, is currently a member of the board of ABECS.)

 

  (3) eMarketer, Worldwide Retail Ecommerce Sales: eMarketer’s Updated Estimates And Forecast Through 2019, December 2015.

 

  (4) eMarketer, Worldwide Internet and Mobile Users - eMarketer’s Estimates for 2016–2021, April 2017.

 

  (5) eMarketer, Worldwide Mcommerce Sales Penetration by Country, April 2017.

 

  (6) ebit, Webshoppers 2017.

 

  (7) Deloitte, FEBRABAN Bank Technology Report (Pesquisa FEBRABAN de Tecnologia Bancária), 2017.

 

  (8) BCG and Google, Digital Payments 2020: The Making of a $500 Billion Ecosystem in India, July 2016.

 

  (9) World Bank, The Global Findex Database 2014: Measuring Financial Inclusion Around the World, April 2015.

 

 

56


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

  (10) SEBRAE, CAGED – Employment Analysis (Análise do Emprego – CAGED), June 2017.

 

  (11) Worldpay, Global Payments Report, November 2016.

 

  (12) Datafolha, The Payment Methods Market (O Mercado dos Meios de Pagamento), June 2017. (Datafolha is a member of Grupo Folha. This report was commissioned by us and Datafolha has consented to our inclusion of this market data in this prospectus.)

 

  (13) Neoway Business Solutions, using source data principally from SEBRAE, Brazil’s Tax Authority (Receita Federal), and RAIS, June 2017.

 

  (14) Source data compiled from the Strawhecker Group, BNR Market Research Report, and the Engagement Survey for Boston Retail Partners, 2016.

Financial Information in U.S. Dollars

We have translated some of the real amounts included in this prospectus into U.S. dollars. You should not construe these translations as representations by us that the amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. Unless otherwise indicated, we have translated real amounts into U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual revenues of at least US$1.07 billion or (c) in which we are deemed to be a large accelerated filer and (2) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, exemptions from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and any Public Company Accounting Oversight Board, or PCAOB, rules, including any future audit rule promulgated by the PCAOB (unless the SEC determines otherwise). Accordingly, the information about us available to you will not be the same as, and may be more limited than, the information available to shareholders of a non-emerging growth company.

 

57


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

USE OF PROCEEDS

We estimate that the net proceeds to PagSeguro Digital from the sale of Class A common shares in this offering will be approximately US$                    million, after deducting commissions and estimated expenses payable by us, and assuming an initial public offering of US$                    per Class A common share, which is the midpoint of the range set forth on the cover of this prospectus.

We currently plan to use the net proceeds from this offering to fund future selective acquisitions and investments in businesses, technologies or products that are complementary to our business. We also may use a portion of the net proceeds from this offering to finance our working capital. Any remaining net proceeds will be used for other general corporate purposes. Our management will have broad discretion in allocating the net proceeds from this offering.

We will not receive any proceeds from the sale of common shares by UOL.

 

58


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

DIVIDENDS AND DIVIDEND POLICY

PagSeguro Digital has not adopted a dividend policy with respect to future dividends. The amount of any distributions will depend on many factors such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our board of directors and, where applicable, our shareholders.

 

59


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

EXCHANGE RATES

PagSeguro Brazil, our principal operating company, generates substantially all of its revenues in reais and maintains its books and records in reais.

The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer of reais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures.

Since 1999, the Central Bank has allowed the real/U.S. dollar exchange rate to float freely, which resulted in increasing exchange rate volatility. Until early 2003, the real declined against the U.S. dollar. Between 2004 and 2008, the real strengthened against the U.S. dollar, except in the most severe periods of the global economic crisis. Given the recent turmoil in international markets and the current Brazilian macroeconomic outlook, the real depreciated against the U.S. dollar from mid-2011 to early 2016. Beginning in early 2016 through the end of 2016, the real appreciated against the U.S. dollar, primarily as a result of Brazil’s changing political conditions. Between year-end 2016 and June 30, 2017, the real remained relatively stable, depreciating only 1.5% against the U.S. dollar. In the past, the Central Bank has intervened occasionally to control high volatility in the foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian government will continue to permit the real to float freely or will intervene in the exchange rate market through the return of a currency band system or otherwise. In the future, the real may fluctuate substantially against the U.S. dollar. See “Risk Factors—Risks Relating to Brazil—Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our Class A common shares.”

Furthermore, Brazilian law provides that, whenever there is a serious imbalance in Brazil’s balance of payments or there are serious reasons to foresee a serious imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. We cannot assure you that such measures will not be taken by the Brazilian government in the future.

The following table shows the low, high, average and period-end commercial selling rates for the real as against the U.S. dollar, as reported by the Central Bank on its website for the periods and dates indicated.

 

     R$ per US$1.00  

Year Ended December 31,

   Low      High      Average(1)      Period End  

2012

     2.11        1.70        1.95        2.04  

2013

     2.45        1.95        2.16        2.34  

2014

     2.74        2.20        2.35        2.66  

2015

     4.19        2.58        3.34        3.90  

2016

     4.16        3.12        3.48        3.26  

 

Month Ended

   Low      High      Average(2)      Period End  

March 2017

     3.17        3.08        3.13        3.17  

April 2017

     3.20        3.09        3.14        3.20  

May 2017

     3.38        3.09        3.21        3.24  

June 2017

     3.34        3.23        3.30        3.31  

July 2017

     3.32        3.13        3.21        3.13  

August 2017

     3.20        3.12        3.15        3.15  

September 2017 (through September 18)

     3.14        3.09        3.12        3.12  

 

(1) Represents the average of exchange rates on each day of each month during the periods indicated.
(2) Represents the average of the daily exchange rates during each day of the respective month indicated.

 

60


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

CAPITALIZATION

The table below presents our consolidated cash and cash equivalents, financial investments and capitalization as follows:

 

  (a) historical financial information of PagSeguro Brazil, on an actual basis;

 

  (b) PagSeguro Digital, as adjusted to give effect to (i) the constitution of PagSeguro Digital and (ii) the contribution of PagSeguro Brazil to PagSeguro Digital by UOL; and

 

  (c) PagSeguro Digital, as further adjusted to give effect to (i) the constitution of PagSeguro Digital, (ii) the contribution of PagSeguro Brazil to PagSeguro Digital by UOL and (iii) the issuance and sale by PagSeguro Digital of                    Class A common shares in this offering at an assumed initial public offering price of US$                    per Class A common share (the midpoint of the indicative price range set forth on the cover page of this prospectus, translated into reais using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by PagSeguro Digital.

You should read this table together with the sections of this prospectus entitled “Selected Financial and Operating Information of PagSeguro Brazil” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PagSeguro Brazil,” and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil included elsewhere in this prospectus.

 

     At June 30, 2017  
     PagSeguro
Brazil,
actual
     PagSeguro
Digital, as
adjusted for
the
contribution(1)
     PagSeguro
Digital, as
further
adjusted for
the
contribution
and this
offering(2)
 
    

R$ millions

 
    

(Unaudited)

 

Cash and cash equivalents

     13.2        

Total equity

     769.8        
  

 

 

    

 

 

    

 

 

 

Total capitalization(3)

     769.8        
  

 

 

    

 

 

    

 

 

 

 

(1) As adjusted to reflect (i) the constitution of PagSeguro Digital and (ii) the contribution of PagSeguro Brazil to PagSeguro Digital by UOL.
(2) As further adjusted to reflect (i) the constitution of PagSeguro Digital, (ii) the contribution of PagSeguro Brazil to PagSeguro Digital by UOL and (iii) the issuance and sale by PagSeguro Digital of                    Class A common shares in this offering at an assumed initial public offering price of US$                    per Class A common share (the midpoint of the indicative price range set forth on the cover page of this prospectus, translated into reais using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by PagSeguro Digital.
(3) Total capitalization is the sum of Borrowings, Derivative financial instruments and Total equity.

 

61


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

The calculations above assume that no holders of stock options under our LTIP will exercise their options to receive Class A common shares.

Except as described above, there have been no material changes to the capitalization of PagSeguro Brazil or PagSeguro Digital since June 30, 2017.

 

62


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

DILUTION

In                      2017, prior to the launch of this initial public offering, UOL contributed all of its shares in PagSeguro Brazil to PagSeguro Digital in exchange for new shares in PagSeguro Digital, following which UOL holds all of the issued 262,288,607 Class B common shares of PagSeguro Digital. Prior to that contribution (and after accounting for a reverse stock split carried out by PagSeguro Brazil on August 1, 2017, which reduced the total number of its common shares outstanding from 524,577,214 to 262,288,607), UOL held 262,288,606 shares of PagSeguro Brazil, which represented substantially all of the shares of PagSeguro Brazil (the one remaining share being held by a separate shareholder, as required by Brazilian law).

We have presented the dilution calculation below on the basis of PagSeguro Brazil’s net tangible book value at June 30, 2017 because (i) PagSeguro Digital had not commenced operations and had nominal assets and liabilities prior to the contribution of PagSeguro Brazil to it; (ii) we present the historical financial statements of PagSeguro Brazil in this prospectus; and (iii) the number of common shares of PagSeguro Digital in issuance prior to this offering was the same as the number of shares of PagSeguro Brazil in issuance at June 30, 2017 (after accounting for the reverse stock split).

If you invest in our Class A common shares, your interest will be diluted to the extent of the difference between the initial public offering price per Class A common share (when converted into reais) and the pro forma net tangible book value per Class A common share after accounting for the issuance and sale of new common shares in this offering. Because the Class A common shares and Class B common shares of PagSeguro Digital have the same dividend and other rights, except for voting, preemption and conversion rights, we have counted the Class A common shares and Class B common shares equally for purposes of the dilution calculations below.

 

    The historical net tangible book value at June 30, 2017 was R$654.3 million. Net tangible book value consists of total tangible assets less total liabilities.

 

    The historical net tangible book value per common share at June 30, 2017 was R$2.49. Net tangible book value per share is the net tangible book value divided by the number of common shares outstanding at June 30, 2017 (262,288,607 shares, after giving effect to the reverse stock split carried out by PagSeguro Brazil on August 1, 2017).

 

    Pro forma net tangible book value is equal to the historical net tangible book value plus the proceeds of this offering to PagSeguro Digital, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by PagSeguro Digital. PagSeguro Digital will issue and sell                    new common shares at an assumed initial public offering price equivalent to R$                    per common share (which is the equivalent in reais of US$                    per common share, the midpoint of the indicative price range set forth on the cover page of this prospectus, translated into reais using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank). Accordingly, the pro forma net tangible book value, after accounting for the issuance and sale of the new common shares in this offering, less the underwriting discounts and commissions and estimated offering expenses payable by PagSeguro Digital, is R$                     million.

 

    The pro forma net tangible book value per common share at June 30, 2017 would have been R$                    , based on the 262,288,607 common shares outstanding prior to this offering plus the                    new common shares to be issued and sold in this offering.

 

 

63


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

These figures represent an immediate increase in net tangible book value per common share on a pro forma basis of R$                    per common share to UOL, and a dilution in the net tangible book value per common share of R$                    to new shareholders purchasing in this offering. Dilution is the difference between the offering price per common share paid by the new shareholders and the pro forma net tangible book value per common share.

The following table illustrates this dilution to new investors per common share:

 

     R$ (except
for %)
 

Assumed initial offering price per common share

  

Historical net tangible book value per common share at June 30, 2017

     2.49  

Pro forma net tangible book value per common share after completion of this offering

  

Increase in net tangible book value per common share to UOL on pro forma basis

  

Dilution in net tangible book value per common share to new shareholders

  

Percentage of dilution per share to new investors

     %  

The actual offering price per Class A common share is not based on the pro forma net tangible book value of our common shares, but will be established based through a bookbuilding process.

The following table summarizes, on the same pro forma as adjusted basis at June 30, 2017, the number of common shares acquired from PagSeguro Digital, the total cash consideration paid and the average price per common share paid to PagSeguro Digital, by UOL and by the new shareholders purchasing Class A common shares in this offering. This information is based on the assumed initial public offering price of R$                     per Class A common share, before deducting the underwriting discounts and commissions and estimated offering expenses payable by PagSeguro Digital in connection with this offering.

 

    

Common Shares Purchased

  

Total Consideration

  

Average
Price per
Common
Share
(R$)

    

Class B

  

Class A

  

Percentage
of total
common
shares

  

Amount
(R$ millions)

  

Percentage

  

UOL

                 

New shareholders

                 
  

 

  

 

  

 

  

 

  

 

  

 

Total

                 
  

 

  

 

  

 

  

 

  

 

  

 

An increase (decrease) of US$1.00 in the assumed initial public offering price of US$ per Class A common share (the midpoint of the indicative price range per Class A common share indicated on the cover page of this prospectus, translated into reais at the exchange rate used above), would, after the conclusion of this offering, increase (decrease) (1) the value of our shareholders’ equity by R$                    million, and (2) the value of our pro forma net tangible book value per common share to new investors by R$                    , assuming that the number of Class A common shares offered herein, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by PagSeguro Digital.

The discussion and tables above do not reflect the exercise of any rights to receive new common shares by beneficiaries under our LTIP. To the extent any beneficiaries under our LTIP exercise their rights to receive common shares, new investors will experience further dilution.

 

 

64


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

MARKET INFORMATION

Prior to this offering, there has been no public market for our Class A common shares. We cannot assure you that an active trading market will develop for our Class A common shares, or that our Class A common shares will trade on the public market subsequent to this offering at or above the initial public offering price.

 

65


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

SELECTED FINANCIAL AND OPERATING INFORMATION OF PAGSEGURO BRAZIL

The following tables summarize financial data for PagSeguro Brazil for each of the periods indicated. You should read this information in conjunction with the following other information included elsewhere in this prospectus:

 

    the audited consolidated financial statements of PagSeguro Brazil at December 31, 2016, 2015 and 2014 and for each of the three years ended December 31, 2016 and the related notes;

 

    the unaudited condensed consolidated interim financial statements of PagSeguro Brazil at June 30, 2017 and for the six-month periods ended June 30, 2017 and 2016 and the related notes; and

 

    the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PagSeguro Brazil.”

The selected financial data for PagSeguro Brazil at and for the years ended December 31, 2016, 2015 and 2014 included below is derived from the audited consolidated financial statements of PagSeguro Brazil included elsewhere in this prospectus, which were prepared in accordance with IFRS.

The selected financial data for PagSeguro Brazil included below at and for the six months ended June 30, 2017 and 2016 has been derived from PagSeguro Brazil’s unaudited condensed consolidated interim financial statements, which were prepared in accordance with IAS 34 and are included elsewhere in this prospectus and which include, in the opinion of management, all adjustments considered necessary to present fairly PagSeguro Brazil’s results of operations and financial position for the periods and dates presented. The results of operations for these interim periods are not necessarily indicative of PagSeguro Brazil’s results for the full year or any other interim period.

Statements of Operations Data

 

     For the Years Ended December 31,  
     2016     2016     2015     2014  
     (US$)(1)     (R$)     (R$)     (R$)  
     (in millions, except amounts per
share and %)
 

Net revenue from sales and services

     223.9       740.6       444.7       208.3  

Cost of sales and services

     (190.4     (629.8     (381.6     (142.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     33.5       110.8       63.2       65.8  

Selling expenses

     (60.4     (199.9     (162.6     (81.4

Administrative expenses

     (26.1     (86.4     (62.4     (51.3

Other operating income (expenses), net

     0.4       1.4       1.7       (3.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Loss

     (52.6     (174.1     (160.2     (70.3

Financial Result

        

Financial income

     118.6       392.4       219.5       115.8  

Financial expenses

     (20.6     (68.3     (29.7     (11.1

Other financial income

     0.9       3.0       9.9       1.8  

Foreign exchange variation, net

     0.7       2.3       0.8       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit before Income Taxes

     47.0       155.4       40.3       36.2  

Current income tax and social contribution

     (2.2     (7.4     (2.6     (9.9

Deferred income tax and social contribution

     (6.1     (20.1     (2.2     1.0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income Tax and Social Contribution

     (8.3     (27.6     (4.8     (8.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income for the Year

     38.6       127.8       35.5       27.3  
  

 

 

   

 

 

   

 

 

   

 

 

 

Attributable to:

        

Owners of PagSeguro Brazil

     38.4       127.2       35.1       26.0  

Non-controlling interests

     0.2       0.6       0.4       1.3  

Basic and diluted earnings per common share – R$(2)

     0.1466       0.4849       0.1338       0.0990  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) For convenience purposes only, amounts in reais for the year ended December 31, 2016 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
(2) Based on 262,288,607 common shares of PagSeguro Brazil issued and outstanding.

 

66


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

 

     For the Six Months Ended June 30,  
     2017     2017     2016  
     (US$)(1)     (R$)     (R$)  
     (in millions, except amounts per share and %)  
     (Unaudited)  

Net revenue from sales and services

     208.8       690.9       292.3  

Cost of sales and services

     (164.8     (545.3     (262.7
  

 

 

   

 

 

   

 

 

 

Gross Profit

     44.0       145.6       29.6  

Selling expenses

     (45.0     (149.0     (81.4

Administrative expenses

     (20.4     (67.4     (40.6

Other operating income (expenses), net

     (0.8     (2.7     4.4  
  

 

 

   

 

 

   

 

 

 

Operating Loss

     (22.2 )      (73.5 )      (88.1 ) 
      

Financial Result

      

Financial income

     94.1       311.4       168.1  

Financial expenses

     (12.9     (42.8     (14.7

Other financial income

     0.7       2.4       2.0  

Foreign exchange variation, net

     0.3       0.9       (0.2
  

 

 

   

 

 

   

 

 

 

Profit before Income Taxes

     60.0       198.6       67.1  
      

Current income tax and social contribution

     (17.5     (57.9     (6.8

Deferred income tax and social contribution

     0.7       2.2       (8.3
  

 

 

   

 

 

   

 

 

 

Income Tax and Social Contribution

     (16.8 )      (55.7 )      (15.1 ) 
  

 

 

   

 

 

   

 

 

 
      

Net Income for the Period

     43.2       142.8       52.0  
  

 

 

   

 

 

   

 

 

 

Attributable to:

      

Owners of PagSeguro Brazil

     43.2       142.7       51.4  

Non-controlling interests

     —         0.1       0.6  
      

Basic and diluted earnings per common share – R$(2)

     0.1646       0.5444       0.1961  
  

 

 

   

 

 

   

 

 

 

 

(1) For convenience purposes only, amounts in reais for the six months ended June 30, 2017 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.
(2) Based on 262,288,607 common shares of PagSeguro Brazil issued and outstanding.

 

 

67


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Operating Data

 

     At and For the Years Ended December 31,  
     2016(1)      2016      2015      2014  

Operating Statistics:

           

Active merchants at year-end (in millions)

     1.398        1.398        0.874        0.463  

TPV (in billions)

     US$4.3        R$14.1        R$7.4        R$3.7  

Average spending per active merchant

     US$3,749        R$12,404        R$11,047        R$10,449  

 

(1) For convenience purposes only, amounts in reais for the year ended December 31, 2016 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

 

     At and For the Six Months Ended
June 30,
 
     2017(1)      2017      2016  

Operating Statistics:

        

Active merchants at period-end (in millions)

     2.082        2.082        1.056  

TPV (in billions)

     US$4.3        R$14.2        R$5.6  

Average spending per active merchant

     US$2,057        R$6,804        R$5,267  

 

(1) For convenience purposes only, amounts in reais for the six months ended June 30, 2017 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

 

68


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Balance Sheet Data

The following table presents key line items from PagSeguro Brazil’s consolidated balance sheet data:

 

     At December 31,  
     2016      2016      2015      2014  
     (US$)(1)      (R$)      (R$)      (R$)  
     (in millions)  

Current Assets

           

Cash and cash equivalents

     24.2        80.0        6.9        1.2  

Financial investments

     39.7        131.2        –          –    

Note receivables

     518.6        1,715.5        1,110.0        665.9  

Receivables from related parties

     90.9        300.8        55.9        84.3  

Inventories

     6.3        21.0        41.2        16.1  

Taxes recoverable

     5.4        17.7        5.8        6.7  

Other receivables

     1.4        4.5        21.0        4.3  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Current Assets

     686.4        2,270.8        1,240.8        778.6  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-Current Assets

           

Judicial deposits

     0.2        0.5        0.4        0.5  

Prepaid expenses

     –          0.1        0.4        –    

Deferred income tax and social contribution

     2.5        8.3        6.7        8.1  

Property and equipment

     1.4        4.6        3.8        1.9  

Intangible assets

     26.0        86.1        48.6        28.5  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Non-Current Assets

     30.1        99.7        59.9        39.0  
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL ASSETS

     716.5        2,370.4        1,300.7        817.6  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     At December 31,  
     2016      2016      2015      2014  
     (US$)(1)      (R$)      (R$)      (R$)  
     (in millions)  

Current Liabilities

           

Payables to third parties

     394.2        1,304.0        683.1        369.9  

Trade payables

     18.7        61.7        35.3        3.5  

Payables to related parties

     23.0        76.2        92.4        –    

Derivative financial instruments

     2.0        6.6        –          –    

Borrowings

     62.0        205.2        –          –    

Salaries and social charges

     6.1        20.3        13.7        0.4  

Taxes and contributions

     2.1        6.9        3.0        2.8  

Provision for contingencies

     0.2        0.7        –          1.6  

Dividends payable and interest on own capital

     6.7        22.2        3.2        3.1  

Other payables

     4.6        15.2        1.8        4.0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Current Liabilities

     519.7        1,719.2        832.5        385.3  

Non-Current Liabilities

           

Deferred income tax and social contribution

     7.4        24.4        6.3        5.4  

Provision for contingencies

     –          –          –          0.3  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Non-Current Liabilities

     7.4        24.4        6.3        5.7  
  

 

 

    

 

 

    

 

 

    

 

 

 
           

TOTAL LIABILITIES

     527.0        1,743.5        838.8        391.0  

TOTAL EQUITY

     189.5        626.9        461.9        426.6  
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL LIABILITIES AND EQUITY

     716.5        2,370.4        1,300.7        817.6  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) For convenience purposes only, amounts in reais for the year ended December 31, 2016 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

 

69


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

     At June 30,
(Unaudited)
     At December 31,
(Audited)
 
         2017          2017      2016  
     (US$)(1)      (R$)      (R$)  
     (in millions)  

Current Assets

        

Cash and cash equivalents

     4.0        13.2        80.0  

Financial investments

     —          —          131.2  

Note receivables

     712.8        2,358.1        1,715.5  

Receivables from related parties

     71.9        238.0        300.8  

Inventories

     16.5        54.5        21.0  

Taxes recoverable

     2.3        7.6        17.7  

Other receivables

     1.9        6.4        4.5  
  

 

 

    

 

 

    

 

 

 

Total Current Assets

     809.5        2,677.9        2,270.8  
  

 

 

    

 

 

    

 

 

 

Non—Current Assets

        

Judicial deposits

     0.2        0.7        0.5  

Prepaid expenses

     —          0.1        0.1  

Deferred income tax and social contribution

     6.0        20.0        8.3  

Property and equipment

     1.3        4.3        4.6  

Intangible assets

     34.9        115.6        86.1  
  

 

 

    

 

 

    

 

 

 

Total Non—Current Assets

     42.5        140.7        99.7  
  

 

 

    

 

 

    

 

 

 

TOTAL ASSETS

     852.0        2,818.6        2,370.4  
  

 

 

    

 

 

    

 

 

 
 

 

     At June 30,
(Unaudited)
     At December 31,
(Audited)
 
         2017          2017      2016  
     (US$)(1)      (R$)      (R$)  
     (in millions)  

Current Liabilities

        

Payables to third parties

     544.1        1,800.1        1,304.0  

Trade payables

     31.1        103.0        61.7  

Payables to related parties

     9.6        31.7        76.2  

Derivative financial instruments

     —          —          6.6  

Borrowings

     —          —          205.2  

Salaries and social charges

     7.6        25.0        20.3  

Taxes and contributions

     9.1        30.0        6.9  

Provision for contingencies

     0.4        1.3        0.7  

Dividends payable and interest on own capital

     —          —          22.2  

Other payables

     6.1        20.3        15.2  
  

 

 

    

 

 

    

 

 

 

Total Current Liabilities

     608.0        2,011.3        1,719.2  
  

 

 

    

 

 

    

 

 

 

Non—Current Liabilities

        

Deferred income tax and social contribution

     10.3        34.0        24.2  

Provision for contingencies

     1.1        3.5        —    
  

 

 

    

 

 

    

 

 

 

Total Non—Current Liabilities

     11.3        37.4        24.2  
  

 

 

    

 

 

    

 

 

 

TOTAL LIABILITIES

     619.3        2,048.7        1,743.5  
  

 

 

    

 

 

    

 

 

 

TOTAL EQUITY

     232.7        769.8        626.9  
  

 

 

    

 

 

    

 

 

 

TOTAL LIABILITIES AND EQUITY

     852.0        2,818.6        2,370.4  
  

 

 

    

 

 

    

 

 

 

 

(1) For convenience purposes only, amounts in reais for the six months ended June 30, 2017 have been translated to U.S. dollars using a rate of R$3.3082 to US$1.00, the commercial selling rate for U.S. dollars at June 30, 2017 as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. See “Exchange Rates” for further information about recent fluctuations in exchange rates.

 

70


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

INDUSTRY

Micro-Merchants and Small and Medium Businesses Drive the Brazilian Economy

According to SEBRAE and the Portal do Empreendedor, in 2016, Micro-Merchants and SMEs accounted for 99.8% of Brazil’s 12 million businesses. According to data published by Neoway Business Solutions in 2017, Micro-Merchants and SMEs represented 35.4% of the R$5.1 trillion total annual TPV from businesses in the following sectors: wholesale, retail, other commercial, electronics, pharmaceutical, hotels and food service, education, healthcare, professional and technical services, textiles and transportation. SEBRAE and Brazil’s General Registry of the Employed and Unemployed Workers (Cadastro Geral de Empregados e Desempregados, or CAGED) report Micro-Merchants and Small Companies created more than 170,000 new jobs in the first six months of 2017. In addition, according to SEBRAE, between 2010 and 2016, the number of individual entrepreneurs in Brazil grew by approximately one million per year.

Significant Room for Growth of Alternative and Digital Payment Methods

Business and consumers in developed economies are moving away from cash and paper payments at a slow but steady rate and migrating to electronic payment mechanisms. Since this trend has not yet fully impacted the Brazilian economy, the opportunity for expansion of digital payments in Brazil remains significant. For example, 59% of the Brazilian population reported having made or received a digital payment in 2015, compared to 92% in the United States and 97% in the United Kingdom, according to the World Bank. In the same year, cash and other physical payment means represented 48% of total consumer payments by transaction volume in Brazil, compared to 37% in the United States and 27% in the United Kingdom.

The migration away from checks, in particular, creates efficiencies for businesses, who can reduce cost and accelerate cash flow if their accounts payable and accounts receivable functions are automated through electronic payments and reconciliation. Similar opportunities exist for consumer bill payment, direct deposit, and person-to-person payments.

Brazil has been an early adopter of disruptive innovation in a number of areas, being the third largest market for Uber, the second largest market for Waze and the third largest market for Facebook worldwide. In e-commerce, transaction volumes in Brazil grew to R$44.4 billion in 2016 from R$18.7 billion in 2011 according to eMarketer, representing average growth of 18.9% per year for the period. In addition, the growth of e-commerce over mobile devices, which, according to eMarketer, in 2015 represented 11.7% of e-commerce transactions in Brazil, compared to 23.6% in the United States, creates new payments options for both sellers and buyers, bringing business opportunities for acquirers and digital payments providers. Furthermore, according to the World Bank and calculated using the weighted average, Brazil has a high penetration of mobile phones, with 119 mobile phones per 100 inhabitants at December 31, 2016, compared to 118 in Organization for Economic Cooperation and Development, or OECD, member countries and 102 worldwide. This trend is driven by (i) the rollout of 3G and 4G networks (98% of the Brazilian population had access to 3G at year-end 2016); (ii) increased smartphone penetration (the number of smartphones in Brazil represented 96% of the population at year-end 2016); and (iii) the increasing accessibility of mobile data plans.

 

71


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

The Structure of the Brazilian Financial Market Creates Significant Opportunities for Disruption

The structure of the Brazilian financial market creates significant opportunities for technology-driven disruption, particularly when compared to more developed markets. The banking market is relatively concentrated for global standards. For example, a World Bank report using 2015 data rated principal banking markets using the Herfindahl-Hirschman Index, or HHI, which expresses market concentration of gross loans, where 10,000 represents a perfect monopoly and 1 represents perfect competition. According to this report, Brazil had HHI concentration of 1,248 in 2015, making it the 18th most concentrated market in the world on this measure. In the same year the United States had HHI concentration of 714, making it the 36th most concentrated market; and the United Kingdom had HHI concentration of 432, making it the 42nd most concentrated market. The same report showed that banking penetration in Brazil lags more developed markets in terms of the percentage of the population that had a bank account, had a credit card, or had made or received a digital payment. Brazil’s relative lack of penetration was even greater with respect to e-commerce and mobile payments. These lower penetration measures are amplified among the lower income classes in Brazil.

 

LOGO

 

Source:    World Bank

Payment card use also remains relatively low in Brazil compared to more developed markets. According to a December 2016 report by BIS, and data from the World Bank, debit and credit card payments accounted for 28.4% of Brazilian household consumption in 2015, compared with 45.0% in the United States and 54.9% in the United Kingdom, representing significant growth potential for acquirers in Brazil. Credit card penetration levels are a fundamental driver for the digital payments industry.

 

 

72


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Commerce Is Increasingly Digital and Mobile Worldwide

According to the International Telecommunications Union, an estimated 3.3 billion people, or 44.6% of the total global population, used the Internet in 2016, compared with 2.1 billion people, or 30.7% of the total global population, in 2011. Of this user base, 58.3% carried out e-commerce transactions in 2016, compared with 37.2% in 2011, showing significant growth in e-commerce. This growth is supported by the global increase in mobile device penetration, reductions in the cost of Internet access in various markets, and improving telecommunications network infrastructure.

The increasing number of businesses offering online shopping is fueling consumer demand for faster and more reliable payment methods. We believe these trends create an environment where merchants feel compelled to interact more closely with a broader range of customers, through the use of online stores, mobile-friendly technologies and extensive compatibility with digital payment methods, such as cards and e-wallets. For example, according to BIS the World Bank and Worldpay, in 2015, 25% of total money spent online was via credit cards, 17% was via debit cards, 10% was via bank transfer, 7% was via cash on delivery, 31% was via an e-wallet and 10% was via other payment methods.

We believe that there is a significant market opportunity for growth in e-commerce in Brazil. As mentioned above, e-commerce transaction volumes in Brazil grew to R$44.4 billion in 2016 from R$18.7 billion in 2011 according to Webshoppers. According to eMarketer, Brazil had the fourth largest online audience in the world with 139 million Internet users in 2016, representing penetration of 58.2% of the population, compared with penetration of 82.5% in the United States. Regionally, e-commerce in Latin America grew at an average growth rate of 28.9% per year from 2012 to 2015 according to data prepared by eMarketer, despite recent macroeconomic volatility in certain countries, particularly Brazil.

Businesses Are Shifting Towards Increasingly Non-Bureaucratic, Friendly and All-in-One Services

As technology and the regulatory environment evolve, sellers of all types and sizes face a continuous need for new solutions. Significant number of businesses in Brazil remain unserved or underserved in terms of online payments, POS and mPOS services as well as value-added financial services tools for a number of reasons, including:

 

    Lack of access:    According to a Datafolha survey carried out in June 2017, more than half of the Micro-Merchants and SMEs in Brazil did not accept payment cards in 2016, and only one in 10 operates via a digital platform.

 

    Lack of all-in-one offerings:    Given the low availability of integrated, end-to-end ecosystems, merchants frequently have to assemble hardware, software, and payment services from a number of third parties in order to run their businesses.

 

 

73


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

    Time-consuming, limited access to conventional funds:    Micro-Merchants and SMEs have historically faced difficulties accessing early payment of installment receivables from the incumbent payment processing providers in Brazil. In addition, when they provide the service, the incumbents often require customers to request early payment on a transaction-by-transaction basis. Furthermore, conventional funds generally involve high interest rates in Brazil. According to the Central Bank, as at June 30, 2017, average financial costs were 125% per annum for a personal loan, 323% per annum for overdraft credit for a private individual, 339% per annum for overdraft credit for a business and 378% for revolving credit for a private individual. In comparison, we offer our early payment of installment receivables service for merchants at a rate equivalent to 42% per annum.

 

    Lack of transparency:    Certain incumbent payment processing providers in Brazil offer terms and pricing that can be complex and unpredictable. The process for obtaining a POS device can be time-consuming and complex, since the larger acquirers are linked to major banks and require the merchant to become a bank client in order to receive the device. Partly for these reasons, a significant portion of Micro-Merchants remain unbanked and therefore represent a market opportunity for digital payment solutions, particularly from a provider who can offer simpler onboarding and preapproved early payment of installment receivables.

 

74


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS OF PAGSEGURO BRAZIL

You should read the following discussion of PagSeguro Brazil’s financial condition and results of operations in conjunction with the audited consolidated financial statements of PagSeguro Brazil and the notes thereto included elsewhere in this prospectus, as well as the data set forth in “Summary Financial and Operating Data of PagSeguro Brazil” and “Selected Financial and Operating Information of PagSeguro Brazil.” The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

In this Management’s Discussion and Analysis of Financial Condition and Results of Operations of PagSeguro Brazil, the words “we,” “us” and “our” mean PagSeguro Brazil and its subsidiaries on a consolidated basis. Prior to receiving the shares of PagSeguro Brazil from UOL in a contribution transaction in                     2017, PagSeguro Digital Ltd., the Company whose shares are being offering by this prospectus, had not commenced operations and had only nominal assets and liabilities.

Overview

We are a disruptive provider of financial technology solutions focused primarily on Micro-Merchants, Small Companies and Medium-Sized Companies, or SMEs, in Brazil. We are the only financial technology provider in Brazil whose business model covers all of the following five pillars:

 

    Multiple digital payment solutions

 

    In-person payments via POS devices that we sell to clients

 

    Free digital accounts

 

    Issuer of prepaid cards to clients for spending or withdrawing account balances

 

    Operating as an acquirer.

Our end-to-end digital ecosystem enables our customers not only to accept payments, but also to grow and manage their businesses. Before PagSeguro, many of these Micro-Merchants and SMEs were overlooked or underserved by incumbent payment providers and large financial institutions in Brazil. For example, according to a survey conducted by us in June 2017, 75% of merchants who own our entry-level mPOS device, the Minizinha, did not accept card payments prior to signing up with PagSeguro. We offer safe, affordable, simple, mobile-first solutions for merchants to accept payments and manage their cash through their PagSeguro digital accounts, without the need for a bank account. Our digital account offers more than 30 payment methods and six cash-out options including our PagSeguro prepaid card, all using our proprietary technology platform and backed by the trusted PagSeguro and UOL brands. Our digital ecosystem also features other digital financial services, business management tools and functionalities for our clients.

Corporate Events

Our Incorporation

PagSeguro Digital Ltd. was incorporated in July 2017 by UOL. At that time UOL also held 524,577,214 shares of our principal operating company, PagSeguro Brazil (which were substantially all of the shares PagSeguro Brazil, the one remaining share being held by a separate shareholder, as required by Brazilian law). On August 1, 2017, PagSeguro Brazil carried out a reverse stock split, following which UOL held 262,288,606 shares in PagSeguro Brazil, the one remaining share being held by the separate shareholder.

 

75


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

In                      2017, prior to the launch of this initial public offering, UOL contributed all of its shares in PagSeguro Brazil to PagSeguro Digital. As a result, PagSeguro Digital owns substantially all of the shares of PagSeguro Brazil, together with PagSeguro Brazil’s subsidiaries and activities. In return for this contribution, PagSeguro Digital will issue 262,288,606 new Class B common shares to UOL in a 1:1 exchange for the shares of PagSeguro Brazil contributed to it. Taken together with the one Class B common share of PagSeguro Digital that UOL already held prior to that contribution, UOL will then hold all of the issued shares of PagSeguro Digital immediately prior to this offering, consisting of 262,288,607 Class B common shares.

Immediately prior to this initial public offering, therefore, UOL will hold all of the issued and outstanding 262,288,607 shares in PagSeguro Digital, and PagSeguro Digital will hold all of the 262,288,607 issued and outstanding shares in PagSeguro Brazil except one.

The 2015 Reorganization

PagSeguro Brazil was incorporated as a legal entity in 2006, although it did not operate the PagSeguro business prior to August 1, 2015 since most of the PagSeguro business activities were operated by other UOL group members prior to that date. On August 1, 2015, UOL carried out a corporate reorganization in which it segregated some of the PagSeguro activities from its other activities and contributed them to PagSeguro Brazil.

Prior to the contribution of these PagSeguro activities to PagSeguro Brazil, their financial results were recorded in UOL’s financial statements. As a result, the financial information of PagSeguro Brazil reflects a carve-out of our PagSeguro activities for periods prior to August 1, 2015. This carve-out financial information is derived from UOL’s accounting records and does not necessarily reflect the financial position, results of operations or cash flows that would have been recorded had PagSeguro Brazil been operating as a separate entity in those periods or at those dates.

From January 1, 2014 through July 31, 2015, certain of the assets and liabilities, revenues, costs and expenses directly related to the PagSeguro business were already controlled separately from UOL’s other activities. On the other hand, certain other corporate balances and transactions relating to the PagSeguro operations were not accounted for separately within UOL; these have been allocated to the audited consolidated financial statements of PagSeguro Brazil for the period from January 1, 2014 through July 31, 2015 based on assumptions similar to those used after August 1, 2015, when the PagSeguro business was transferred to PagSeguro Brazil.

PagSeguro currently uses centralized cash management with UOL. Consequently, all amounts received or paid in connection with the PagSeguro business have been recognized as balances between related parties in the audited consolidated financial statements of PagSeguro Brazil. This approach is consistent with the treatment of the audited consolidated financial statements of PagSeguro Brazil prior to August 1, 2015, which were prepared on a carve-out basis. The PagSeguro cash management will be separate from UOL’s cash management starting from the date of completion of this offering. Any remaining balances that relate to prior cash management activities will begin accruing interest on arms’ length terms from the date of completion of this offering, and any such balances will in any event be repaid within 60 days following completion of this offering.

In addition, during 2016, UOL transferred its 100% interest in Net+Phone and its 75% interest in Boa Compra to PagSeguro Brazil as a capital contribution, and PagSeguro Brazil purchased the remaining 25% non-controlling interests in Boa Compra from its minority shareholders.

Financial Presentation and Accounting Practices

For information on our consolidated financial statements, see “Presentation of Financial and Other Information.”

 

 

76


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Principal Factors Affecting Our Financial Condition and Results of Operations

We believe our operating and business performance is driven by various factors that affect the global and Brazilian economy, the Brazilian digital payments market, trends affecting the broader Brazilian financial technology solutions industry, and trends affecting the specific markets and customer base that we target, particularly Micro-Merchants and SMEs in Brazil. The following key factors may affect our future performance.

Adoption of our digital payment services and POS devices

We believe our digital platform, digital payment services and POS devices are the foundation of our relationship with our clients. We generate revenue through the commissions and other fees that we charge for electronic payment intermediation, as well as fees for other services and revenues from sales of POS devices and related items. We intend to continue to drive growth in our digital payment services, POS devices and early payment of receivables service that we offer merchants by scaling our solutions to meet the needs of our clients.

Our digital payment solutions and POS devices are the principal way in which our clients become familiar with our full range of products and services. We seek to leverage the familiarity generated by these services and devices to encourage merchants to sign up for our other services, which can help them increase their sales and, in turn, generate incremental revenue for us. As a result, the number of new merchants who adopt our digital payment services and purchase our POS devices will affect our growth.

Increased use of credit and debit cards and expanded card payments network

The results of our operations depend to a significant degree on the use of credit and debit cards to make digital payments in Brazil. In 2014, according to ABECS and the Central Bank, the transaction volume for payment cards overtook the transaction volume for checks for the first time. Credit and debit card transaction volume in Brazil has increased at a compound annual growth rate of 15.2% from 2010 to 2016 according to ABECS. As a further indication of this growth, MasterCard stated that the Brazilian real was one of its three primary revenue billing currencies in 2016.

Growth of e-Commerce

Our financial results depend in part on consumers’ widespread acceptance and use of the Internet as a way to conduct commerce and financial transactions. E-commerce is also underpenetrated compared to e-commerce levels in more developed economies. In Brazil, e-commerce accounted for only 3.6% of retail sales in 2016, compared to 7.8% in the United States. According to a 2017 report commissioned by ABECS and carried out by Datafolha, online purchases made up only 19.2% of the total credit card transaction volume in Brazil in 2016, an increase of 3.2% from 18.6% in 2015. Since we view commerce via mobile devices as a key driver of growth going forward, we focus on maintaining a mobile-first digital platform, and we design our solutions on a mobile-first basis so that our merchants can be self-sufficient at all times.

 

 

77


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Launch of new products and services and cross-selling to our clients

We strive to stay on the cutting edge of the financial technology solutions industry by developing and launching new products and services to offer to both new and existing clients and intend to continue to invest in product development to build new products and services and to bring them to market. This allows us to continue to meet the needs of our clients, as these needs grow and change over time. While we expect our total operating expenses to increase in the short term as we plan for growth, we expect these expenses to decline as a percentage of Net revenue from sales and services over the medium term as these investments benefit our business and our business grows.

Our existing clients represent a sizable opportunity to cross-sell products and services with relatively low incremental sales and marketing expenses for us. We believe that our range of services, many of which can be used for both business and personal needs, represents an opportunity to further increase engagement with our existing clients. We plan to continually invest in product development so as to maintain and increase the attractiveness of our products and services. To the extent that we are able to cross-sell these products and services and develop and introduce new products and services to our existing clients and attract new clients, we expect our revenues and financial income to continue to grow and our margins to increase.

Sales and marketing investment

Our marketing strategy is designed to grow our platform by reinforcing brand recognition and confidence associated with the PagSeguro brand, attracting new users and increasing frequency of use by our existing users. We continue to build and maintain brand recognition and awareness, while generating demand for our products and services through a variety of marketing campaigns, including advertising through traditional media, such as television, magazines and newspapers, online advertising and sponsored blogs. Marketing initiatives that specifically aim to recruit merchants to our ecosystem currently focus on our POS and mPOS devices, web checkout solutions and other online payment solutions, such as Pag.ae. We believe that introducing our digital payment solutions to merchants who are not yet our clients is the most efficient and cost-effective strategy to sustain our growth among both merchants and consumers, creating a “network effect” where existing clients recruit new clients for us through word-of-mouth recommendations. Given the nature of our revenue streams, which are distributed over time as merchants process transactions, purchase POS devices and/or request early payments of their receivables from credit card installments, our investments in sales and marketing campaigns do not realize returns in the same period in which they are made but over subsequent periods, which could adversely affect our short-term results.

Merchant size

We benefit from our primary focus on Micro-Merchants and SMEs, who we believe were overlooked or underserved by incumbent payment providers and large financial institutions in Brazil before PagSeguro. As our existing merchants grow and as we serve increasingly larger merchants we expect our TPV to grow accordingly, while we will remain focused on Micro-Merchants and SMEs. Serving an increasing number of larger merchants also presents an opportunity to cross-sell value-added services such as accounting reconciliation, which generate incremental revenues and profit with low or no customer acquisition costs. Over time, we expect an increasing portion of our growth to come from a combination of increased numbers of active merchants and increased average spending per active merchant.

 

 

78


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Consumer adoption of our products and services

Many of our products and services reach consumers directly. Our escrow period service for consumer protection and mediation services make e-commerce safer for consumers, and we believe our digital account and PagSeguro prepaid cards provide easy, attractive alternatives for consumers who do not have bank accounts. In addition, our social payment solutions, such as Pag.ae, allow our clients to use their PagSeguro account for either business or personal needs. We have made significant investments in the development of these consumer-facing products and services, and our ability to grow our consumer network going forward will be important for strengthening our ecosystem and driving our growth.

Currency fluctuations

We do not generate material revenues in foreign currencies that could substantially affect our results of operations. Certain of our expenses are subject to currency fluctuation, as the prices of the POS devices we purchase are set in U.S. dollars (both for the devices we imported from outside Brazil prior to mid-2015, and for the locally-made devices we have been purchasing since then).

Inflation

Inflation, government policies adopted to curb inflationary pressures and uncertainties regarding possible future governmental intervention have contributed to economic uncertainty in Brazil. According to the IPCA, Brazilian inflation rates were 6.3%, 10.7% and 6.4% in 2016, 2015 and 2014, respectively, while the official interest rate increased from 7.25% in 2014 to 13.75% in 2016. For more information, see “—Brazilian political environment and macroeconomic conditions, interest rates, consumer credit and consumer spending” and “Risk Factors—Risks Relating to Brazil—Inflation and certain measures by the Brazilian government to curb inflation have historically harmed the Brazilian economy and Brazilian capital market, and high levels of inflation in the future would harm our business and the price of our Class A common shares.”

Inflation has a direct effect on our contracts with certain suppliers, such as telecommunications operators, whose costs are indexed to the IPCA, and data processors, whose labor costs are adjusted according to inflation. While inflation may cause our suppliers to increase their prices, we are generally able to offset this effect by increasing the prices we charge for our products and services.

When merchants adjust their prices for inflation, the purchasing power of consumers may be reduced, which may adversely affect our revenue if it results in a reduction in the number and volume of transactions. However, if our merchants raise their prices due to inflation, the amount we receive on each transaction also increases.

 

 

79


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Pricing and revenue mix in our payment processing services

We generate revenue in the form of commissions and fees on the capture, transmission, processing and settlement of transactions carried out using credit, debit and meal voucher cards, as well as fees for other services. Credit and debit cards generate commissions in the form of the merchant discount rate, or MDR, which is a commission withheld by us from the transaction value paid to the merchant. The MDR we charge may vary over time and we may make different commercial offers for different services or for larger clients. However, overall, the MDR for debit cards is lower than that for credit cards. Our current standard MDR rates are 2.39% for POS debit card transactions, 3.19% for POS credit card transactions not paid in installments, 3.79% for POS credit card transactions paid in installments and 3.99% for online transactions, irrespective of whether such online transaction was paid in installments. Online transactions are also charged a fixed amount of R$0.40 per sale in addition to these MDR rates. Payments made using meal voucher cards and other payment methods generate per-transaction and/or percentage commissions at various rates. The MDR rates for credit card transactions vary according to whether the merchant has opted for the 14-day or one-day payment service under our payment date election service. For merchants who select the one-day payment date election, the standard MDR is 4.99% for POS credit card transactions not paid in installments and 5.59% for POS credit card transactions paid in installments. For merchants who select the 14-day payment date election, the standard MDR is 3.99% for POS credit card transactions not paid in installments and 4.59% for POS credit card transactions paid in installments. Our revenues are therefore impacted by the mix of these types of services that we sell, as well as any changes in the pricing for each service.

We face competition in all of our payment services and sales of POS devices, and we expect this competition to intensify in the future. For further information, see “Risk Factors—Substantial and increasingly intense competition, both within our industry and from other payment methods, may harm our business.” In addition, we currently offer lower pricing to certain of our clients who generate higher TPV, and we may be required to extend this pricing to other clients as our merchant base expands to include a greater proportion of larger merchants.

Financing of our early payment of merchants’ receivables service

We receive significant financial income from offering our merchants the option to obtain early payment of their receivables from credit card installments. We also incur significant financial expenses in order to fund this service. Through the date of this initial public offering, we have funded this service (i) principally by obtaining early payment of note receivables due to us from the card issuers and acquirers, enabling us to provide the related early payment service to merchants, as well as (ii) through our general third party borrowings and own capital. We plan to use a portion of the proceeds from this offering in order to reduce our recourse to outside funding for this early payment service. Our ability to maintain adequate funding for this early payment service is important for our operations and future income generation. For further information, see “Principal Components of Our Results of Operations—Financial Expenses.”

 

 

80


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Interchange fees

We rely on card issuers and card schemes to process our transactions, and we are required to pay fees for this service. In addition, although we are accredited as an acquirer, we also use third-party acquirers. From time to time, card schemes such as MasterCard and Visa may increase the interchange fees that they charge for each transaction using one of their cards. Credit card schemes have the right to pass any increases in interchange fees on to us as well as increase their own fees for processing. In addition, card schemes have imposed and may again impose special assessments for transactions that are executed through a “digital wallet,” and these fees could particularly affect us and significantly increase our costs. These increased fees increase our operating costs and reduce our profit margins.

The interchange fee, which we record as Transaction costs within Cost of Sales and Services, has the potential to affect our operating costs and margin. An increase in interchange fees will result in an increase in our operating costs and if we cannot pass the interchange fees onto customers via a corresponding increase in MDR, our margin will also be affected. We cannot predict if or when the card schemes will increase their interchange fees, or what the amount of any such increases may be. For further information, see “Risk Factors—Risks Relating to Our Business and Industry—We partially rely on card issuers or payment schemes to process our transactions, and changes to credit card scheme fees, rules or practices may harm our business.”

Brazilian political environment and macroeconomic conditions, interest rates, consumer credit and consumer spending

Substantially all of our operations are located in Brazil. As a result, our revenues and profitability are affected by political and economic developments in Brazil and the effect that these factors have on the availability of credit, disposable income, employment rates and average wages in Brazil. Our operations, and the financial technology solutions industry in general, are particularly sensitive to changes in economic conditions.

Our results of operations are affected by levels of consumer spending, interest rates and the expansion or retraction of consumer credit in Brazil, each of which impact the number and overall value of payment transactions. The interest rates charged on consumer credit transactions have an indirect effect on us to the extent that lower interest rates can lead to increases in private consumption, and therefore increases in the number of credit and debit card transactions or decreases in the number of installments consumers elect when making a purchase. Increases in interest rates, on the other hand, may lead to a decrease in private consumption or an increase in the number of installments consumers elect when making a purchase. Increases in interest rates may also cause fewer merchants to decide to use our early payment of receivables service if our overall financing costs require us to increase the discount rate we charge for this service.

The recent economic instability in Brazil has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment, and weak macroeconomic conditions are expected to continue through at least the end of 2017. For more information, see “Risk Factors—Risks Relating to Brazil—The ongoing economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares.”

 

 

81


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Brazil is the largest economy in Latin America, as measured by gross domestic product, or GDP, yet digital payment penetration remains low compared to more developed economies. According to a December 2016 report by BIS and Bureau of Economic Analysis, or BEA, card usage as a payment method in Brazil represented only approximately 28% of private consumption in 2015, compared to approximately 45% in the United States. According to Datafolha, out of the 53% of entrepreneurs who do not own POS devices, 26% intend to acquire one in the next six months, this percentage being even higher among Micro-Merchants. We believe that a significant portion of this underpenetration is due to the number of unbanked individuals, who make up a major target sector for us. According to data from the World Bank, as of 2014, 31.9% of the Brazilian population above 15 years old, or 65.1 million individuals, did not have a bank account.

The following table shows data for real GDP, inflation and interest rates in Brazil and the U.S. dollar/real exchange rate at the dates and for the periods indicated.

 

     For the Six Months
Ended June 30,
     For the Years Ended
December 31,
 
     2017      2016      2016      2015      2014  

Real growth (contraction) in gross domestic product

     0.0%        (4.5)%        (4.0)%        (3.8)%        0.1%  

Inflation (IGP-M)(1)

     (2.0)%        5.9%        7.2%        10.5%        3.7%  

Inflation (IPCA)(2)

     1.2%        4.4%        6.3%        10.7%        6.4%  

Long-term interest rates – TJLP (average)(3)

     7.3%        7.5%        7.5%        6.3%        5.0%  

CDI interest rate (average)(4)

     11.8%        14.1%        14.0%        13.4%        10.8%  

LIBOR(5)

     1.1%        0.6%        0.7%        0.3%        0.2%  

Period-end exchange rate—reais per US$1.00

     3.308        3.210        3.259        3.905        2.656  

Average exchange rate—reais per US$1.00(6)

     3.181        3.702        3.485        3.339        2.355  

Change in average exchange rate of the real vs. US$

     16.4%        (19.7)%        (4.2)%        (29.5)%        (8.4)%  

Unemployment rate(7)

     13.4%        11.3%        11.5%        8.5%        6.8%  

 

Source: FGV, IBGE, Central Bank and Bloomberg
(1) Inflation (IGP-M) is the general market price index measured by the FGV.
(2) Inflation (IPCA) is a broad consumer price index measured by the IBGE.
(3) TJLP is the Brazilian long-term interest rate (average of monthly rates for the period).
(4) The CDI interest rate is an average of interbank overnight rates in Brazil (daily average for the period).
(5) Average US dollar three-month London Interbank Offer Rate.
(6) Average of the exchange rate on each business day of the period.
(7) Average unemployment rate for year as measured by the IBGE.

The Brazilian political and economic scenario has recently been characterized by high levels of uncertainty and instability, including a contraction of economic growth, despite a recent appreciation, an overall sharp depreciation of the real against the U.S. dollar, increased levels of unemployment and depressed levels of consumer confidence and spending. Brazil entered a recession in 2014 due in part to a decrease in global commodities prices as well as wide-scale corruption probes focused on certain state-owned companies and uncertainty surrounding the presidency of President Dilma Rousseff, which culminated in impeachment in 2016. For further information, see “Risk Factors—The ongoing economic uncertainty and political instability in Brazil may harm us and the price of our Class A common shares.”

Our business has grown rapidly, driven by new clients and increased TPV, with our Net revenue from sales and services increasing to R$740.6 million in 2016 from R$208.3 million in 2014, and our Financial income increasing to R$392.4 million in 2016 from R$115.8 million in 2014. In addition to continuing to grow our client base, we believe that our business model will allow us to benefit from Brazil’s economic growth potential, particularly among Micro-Merchants, SMEs and individuals without bank accounts.

 

 

82


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Seasonality

We operate in a somewhat seasonal industry, which tends to experience relatively fewer transactions in the first quarter of the year, increased activity as the year-end holiday shopping season initiates, and fewer transactions after the year-end holidays. While we have not experienced significant seasonality in our results as of the date of this prospectus due to our ongoing growth, this could change in the future. For additional information, see “Risk Factors—Risks Relating to Our Business and Industry—Our quarterly Results of Operations of PagSeguro Brazil and operating metrics may fluctuate and are unpredictable and subject to seasonality, which could result in the price of our Class A common shares being unpredictable or declining.”

Trend Information

We believe that demand for our products and services will remain strong in coming years, since our addressable market remains significant. We believe that this market opportunity will continue to fuel volume growth in our business, supported by increasing levels of penetration and usage of credit cards among the Brazilian population and the introduction of new products and services.

New IFRS standards that may affect our future results of operations

Certain IFRS standards and interpretations that have been issued but are not yet in effect could impact the presentation of our financial position or performance once they become effective. For further information, see Note 2.17 to the audited consolidated financial statements of PagSeguro Brazil and Note 2.2 to the unaudited condensed consolidated interim financial statements of PagSeguro Brazil.

Principal Components of Our Results of Operations

The following is a summary of the items comprising our statements of income:

Net Revenue from Sales and Services

Our Net revenue from sales and services consists of gross revenues less deductions from those revenues.

Our gross revenues consist mainly of (i) commissions and other fees that we charge for electronic payment intermediation as well as fees for other services, which we recognize as Gross revenue from transaction activities and other services; and (ii) sales of POS devices and related items, which we recognize as Gross revenue from sales.

In order to arrive at our Net revenue from sales and services, we make certain deductions from our Gross revenue. These deductions consist principally of Brazilian sales taxes as well as returns of defective POS devices and cancelled purchases.

In addition, remuneration from the early payment of receivables service that we offer merchants makes up a significant portion of our overall income. We generate this remuneration in the form of a discount that we withhold from the transaction value of the receivables that we pay to merchants in advance. We account for this discount as Financial income, a line item within our Financial result, and not as Net revenue from sales and services. As a result, you should not consider our Operating loss alone as a measure of our performance since it does not capture the significant income from this early payment of receivables service (or the related financial expenses).

 

 

83


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Gross revenue from transaction activities and other services

Our main source of revenue is commissions and fees on the capture, transmission, processing and settlement of transactions carried out using credit, debit and meal voucher cards and fees for other services. We have the primary responsibility for providing the services to our clients and we also directly set the prices for such services. Depending on the type of cash-in payment or transaction, these commissions and fees consist of the MDR, which is a commission withheld by us from the transaction value paid to the merchant, and/or other commissions or per-transaction fees. This line item also includes the fees we charge for other services. We recognize revenues from these commissions and fees when the purchase is approved by the card issuer, in the case of cash-in payments made via payment cards; when the transaction is carried out, in the case of payments made via other cash-in payment methods; or in the case of services, when the service, is rendered.

Gross revenue from sales

We also earn revenue from the sale to merchants of our POS devices. We currently offer the Minizinha for a purchase price of 12 monthly installments of R$9.90, the Moderninha Wifi for a purchase price of 12 monthly installments of R$39.90 and the Moderninha Pro for 12 monthly installments of R$69.90. This line item also includes revenues from sales of POS device peripherals such as charging bases and protective covers. We recognize these revenues upon delivery of the equipment to the merchant.

Deductions from gross revenue from transaction activities and other services

The amounts deducted from our Gross revenue from transaction activities and other services consist principally of the applicable Brazilian sales taxes and social security contributions:    service tax (Imposto sobre Serviços, or ISS); contributions to the Brazilian government’s Social Integration Program (Programa Integração Social, or PIS); and contributions to the Brazilian government’s social security program (Contribuição para o Financiamento da Seguridade Social, or COFINS). We are required to collect each of these on our transaction activities and other services.

Deductions from gross revenue from sales

The amounts deducted from our Gross revenues from sales consist of (i) PIS and COFINS, as well as the Imposto sobre Circulação de Mercadorias e Serviços tax, or ICMS, that we are required to collect on sales of devices and peripherals, and (ii) amounts corresponding to defective POS devices that are returned to us and purchases that are cancelled by merchants.

The applicable taxes and contributions vary according to whether the device and peripheral was manufactured in Brazil or imported. For locally-made devices, when we purchase the device we pay the taxes and contributions to the supplier at standard rates; and when we sell the device to our clients, we collect these taxes at the same rates on the selling price, record the tax on the sale in this line item as a deduction, and remit the difference between the taxes on or input cost and our selling price to the taxing authorities. For imported devices, we pay a lower rate of tax in place of ICMS on the purchase, and are not required to charge ICMS when we sell the device to our clients, meaning that the amount recorded in this deductions line item is relatively lower for imported devices. Prior to mid-2015 we purchased significant numbers of imported POS devices, but since mid-2015 substantially all of the POS devices we sell have been manufactured in Brazil.

 

 

84


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Cost of Sales and Services

Our Cost of sales and services represents the amounts that make up the cost of the services and devices we sell. These amounts are divided into Transaction costs, Marketing and advertising, Personnel expenses, Depreciation and amortization and Other costs. For further information on these costs, see Note 21 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil.

 

    Transaction costs consist of: interchange fees set by card schemes that are paid to the financial institution that is the issuer of the card; assessment fees paid to card schemes; fees paid to third-party payment processors; fees paid to acquirers; bank settlement fees; and amounts we spend in purchasing POS devices and peripherals from our suppliers, together with the related shipping charges and applicable purchase tax. All of the Transaction costs shown in Note 21 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil are accounted for within our Cost of sales and services.

 

    Personnel expenses consist of wages, overtime, benefits (such as meal vouchers, transportation vouchers and medical insurance, among others), profit sharing, and social contribution and payroll taxes. In Brazil, social contribution and payroll taxes consist of the Brazilian Social Security Institute (Instituto Nacional de Seguridade Social – INSS) contribution and the Brazilian Unemployment Compensation Fund (Fundo de Garantia por Tempo de Serviço – FGTS) contribution. The total Personnel costs shown in Note 21 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil are divided between our Cost of sales and services as well as our Selling expenses and our Administrative expenses. Of this total, the portion of our Personnel expenses that is accounted for within our Cost of sales and services refers to employees engaged in activities related to the cost of goods and services that we sell, such as technology, customer support, logistics, antifraud activities and mediation services.

 

    The total for Marketing and advertising costs shown in Note 21 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil is divided between our Cost of sales and services as well as our Selling expenses. Of this total, the portion of Marketing and advertising that is accounted for within our Cost of sales and services relates to amounts that we spend on consulting services and call centers for providing mediation services to our clients, and technical and after-sales support.

 

    The total Depreciation and amortization charges shown in Note 21 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil are divided between our Cost of sales and services as well as our Selling expenses and our Administrative expenses. Of this total, the portion of our Depreciation and amortization charge that form part of our Cost of sales and services consists mainly of (i) the depreciation of equipment, furniture, technology and installations that form part of the cost of the goods and services that we sell, and (ii) the amortization of software that we develop internally for use in our operations, which is shown in Note 11 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil.

 

    The total Other costs shown in Note 21 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil are divided between our Cost of sales and services as well as our Selling expenses and our Administrative expenses. Of this total, the portion of our Other costs that form part of our Cost of sales and services consists mainly of items such as travel expenses and office supplies that form part of the cost of the goods and services that we sell.

 

 

85


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Selling Expenses

Our Selling expenses represent the amounts that we spend on publicity, marketing, quality control and direct or indirect relations with our clients. These amounts are divided into Marketing and advertising, Personnel expenses, Chargebacks, Depreciation charges and Other costs. For further information on these expenses, see Note 21 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil.

 

    The portion of Marketing and advertising that form part of our Selling expenses relates to the production and distribution of our marketing and advertising campaigns on traditional offline media, traditional online advertising, the positioning of our products in search platforms, telemarketing related to POS device sales, commissions to our third party sales force and partners such as platforms, bloggers and developers, expenses incurred in relation to trade marketing at events, and amounts that we spend on consulting services and call centers for our telemarketing campaigns.

 

    The portion of our Personnel expenses that form part of our Selling expenses relates to employees engaged in sales and marketing of our services and POS devices.

 

    Chargebacks consist of transaction losses arising from chargebacks related to fraudulent transactions, which occurs, principally in online transactions, when a consumer makes a purchase via credit card and then requests a chargeback from the issuing bank after receiving the goods or services purchased. All of the Chargeback expenses shown in Note 21 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil are accounted for within our Selling expenses.

 

    The portion of our Depreciation charge that forms part of our Selling expenses consists of the depreciation of equipment used for client relationships.

 

    The portion of our Other costs that form part of our Selling expenses consist of expenses related to travel, lodging and insurance, facilities, rent, consultancy fees and office supplies relating to sales and marketing of our services and POS devices.

Administrative Expenses

Our Administrative expenses represent the amounts that we spend on back office and overhead expenses. These amounts are divided into Personnel expenses, Depreciation and amortization charges and Other costs. While we expect our Administrative expenses to increase in the short term as we plan for growth and as we incur costs of compliance associated with being a public company, we expect these expenses to decline as a percentage of Net revenue from sales and services over the medium term as our business grows.

 

    The portion of our Personnel expenses that form part of our Administrative expenses relates to our finance, legal, human resources, and administrative personnel, as well as fees paid for professional services, including legal, tax and accounting services.

 

    The portion of our Depreciation and amortization charges that form part of our Administrative expenses relates to (i) the depreciation of the equipment, furniture, tools and technology used in our head office and back-office operations and (ii) the amortization of software developed internally to support our head office and back-office needs, which is shown in Note 11 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil.

 

    The portion of our Other costs that form part of our Administrative expenses includes items such as bank charges, travel, reimbursement of staff expenses and office supplies.

 

 

86


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Other Operating Income (Expenses), Net

Our Other operating income (expenses), net consist of various contingencies and income or expense items.

Operating Loss

Our Operating loss consists of our Net revenue from sales and services, less our Cost of sales and services, our Selling expenses and our Administrative expenses, and after taking account of the net effect of our Other operating income (expenses), net.

As discussed above, you should not consider our Operating loss alone as a measure of our performance since it does not capture the significant income from the early payment of receivables service that we offer merchants (or the related financial expenses), both of which are accounted for within our Financial result.

Financial Income

As described under “Business—Our Products and Services—Cash-in Solutions—Credit Cards”, our early payment of receivables service consists of paying our merchants their installment receivables upfront when consumers paying by credit card choose to pay the merchant in installments.

Our Financial income consists of our remuneration in the form of a discount that we withhold from the transaction value of the receivables that we pay to merchants in advance and interest on note receivables due in installments. We recognize this discount as Financial income (separate from and in addition to the MDR fee for the payment processing transaction, which we recognize as Gross revenue from transaction activities and other services). We recognize the discount amount as Financial income at the time a sale transaction is approved involving a merchant who has opted to receive early payments of the receivables from their credit card installment sales.

In addition, this line item does not include the fees we charge for the merchant’s payment date election, which are part of the MDR and are accounted for in Gross revenue from transaction activities and other services.

Our Financial income relates only to receivables from purchase transactions that have been approved by the card issuer and the card scheme.

The financial expenses we incur in funding the early payment of receivables service that we offer merchants are accounted for in our Financial expenses, discussed below.

For more information regarding the early payment of receivables service we offer to merchants and our plans to form a FIDC to finance a portion of this service, see “Business—Our Products and Services—Advanced Integrated Functionalities and Value-Added Services—Early Payment of Receivables.”

Financial Expenses

Our financial expenses include (i) the charges we incur to obtain early payment of note receivables owed to us by card issuers and acquirers in order to finance the early payment of receivables service that we offer merchants, (ii) interest expense on our other borrowings and (iii) the cost of swaps relating to our foreign currency borrowings.

 

 

87


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Through the date of this initial public offering, we have funded the early payment of receivables service that we offer merchants (i) principally by obtaining early payment of receivables owed to us by card issuers and acquirers, as well as (ii) through our general third party borrowings and own capital. We plan to use a significant portion of the proceeds from this offering to fund this early payment of receivables service. In addition, we are currently in the process of setting up a Brazilian investment fund to purchase and hold receivables known as a Fundo de Investimento em Direitos Creditórios (a Fund for Investment in Credit Rights, or FIDC) through which we may raise debt to finance this line of business. The FIDC will be controlled by our Brazilian operating company (by virtue of subscribing for its subordinated quotas) but will raise capital by issuing senior quotas in the fund to outside investors, who will receive interest on these investments from the FIDC. The FIDC will use the capital it raises to finance the growth of this early payment of receivables service. The results of this early payment of receivables service will continue to be reflected as Financial income in the audited consolidated financial statements of PagSeguro Brazil. We do not expect the establishment of the FIDC to impact the discount rate we charge in connection with the early payment of receivables service that we offer merchants, the expenses we incur to obtain early payment of note receivables from card issuers and acquirers, or the overall results of this business. For further information regarding the FIDC, see “—Organizational Structure.”

All of our third-party borrowings at December 31, 2016 were denominated in U.S. dollars and therefore exposed to currency fluctuations. We contracted derivative financial instruments known as swaps in order to protect us against this exposure. We did not have any outstanding borrowings at June 30, 2017 or at December 31, 2015 or 2014. For further information on our borrowings, see “—Loans and Financing”, Note 13 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil.

Other Financial Income

Our Other financial income consists principally of interest generated by bank savings accounts and by deposits we make with Brazilian courts, known as judicial deposits, which guarantee any compensation we may be required to pay in litigation matters.

Foreign Exchange Variation, Net

Foreign exchange variation, net is the net gain or loss on our assets and liabilities related to the appreciation or depreciation of the real against foreign currencies and has limited impact on our cash position. We contracted swaps to protect us against exposure to currency fluctuations on all of our borrowings in foreign currencies during the three years under review.

Current Income Tax and Social Contribution

Current income tax and social contribution consists of tax assets and liabilities for the current year. Our liability to income tax principally reflects the level of our Profit before income taxes; this line item also varies, however, to the extent that we are entitled to defer tax on certain investments in technological innovation, in which case our tax base for income tax for the year is reduced and the related deferred tax liability is accounted for in the Deferred income tax and social contribution line item below.

Our tax assets for the current year are calculated based on the expected recoverable amount, and tax liabilities for the current year are calculated based on the amount payable to the applicable tax authorities. The tax rates and tax laws used to calculate this amount are those enacted or substantially enacted at the balance sheet date. Current income tax and social contribution related to items recognized directly in equity is also recognized in equity. We periodically evaluate our tax positions with respect to interpreting tax regulations and, when appropriate, establish provisions.

 

 

88


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Deferred Income Tax and Social Contribution

Deferred income tax and social contribution consists of temporary differences between the tax bases of assets and liabilities and their carrying amounts at the balance sheet date. This line item refers principally to deferrals of tax liability that we are entitled to take on capital investments that we make in technological innovation under Brazilian Law No. 11,196/2005, known as the Technological Innovation Law or “Lei do Bem.” We are able to use this tax deferral law principally for the investments we make in developing software internally, where we capitalize the labor and other costs involved as an intangible asset rather than accounting for these amounts as expenses, and we depreciate the accounting value of the intangible asset over its useful life. The Lei do Bem allows us to defer our tax liability on these investments. Other Brazilian tax rules also allow us to defer tax on certain items, for example on unpaid amounts due from creditors. The Deferred income tax and social contribution line item consists of our liability to future tax under the Lei do Bem and these other tax laws, less the depreciation and amortization that we take during the year on the respective capitalized assets, and less the tax losses carried forward from prior years that we are able to offset against our tax liability during the year. For further information on this line item, see Note 17 to the audited consolidated financial statements and the unaudited condensed consolidated interim financial statements of PagSeguro Brazil.

Deferred tax liabilities are recognized for all taxable temporary differences, except in certain situations explained in Note 2.15 of the audited consolidated financial statements of PagSeguro Brazil. The carrying amount of deferred tax assets is reviewed at each balance sheet date and impairment is recognized to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reviewed, at each balance sheet date, and recognized to the extent that it is probable that future taxable profit will be available to allow for their utilization.

Deferred tax assets and liabilities are measured using the prevailing tax rates in the year in which the assets will be realized and the liabilities will be settled. The currently defined tax rates of 25% for income tax and 9% for social contribution are used to calculate deferred taxes.

Deferred tax assets and liabilities are presented on a net basis when there is a legally or contractually enforceable right to offset the tax asset against the tax liability, and the deferred taxes are related to the same taxable entity and subject to the same tax authority.

Results of Operations

The following discussion of our results of operations is based on the financial information derived from the audited consolidated financial statements of PagSeguro Brazil included elsewhere in this prospectus.

 

 

89


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Results of Operations in the Six Months Ended June 30, 2017 and 2016

     For the Six Months Ended June 30,  
     2017      Percent
Change
     2016  
     (in millions of reais, with the
exception of percentages and
per-share amounts) (Unaudited)
 

Net revenue from sales and services

     690.9        136.4%        292.3  

Cost of sales and services

     (545.3)        107.6%        (262.7)  
  

 

 

    

 

 

    

 

 

 

Gross Profit

     145.6        392.7%        29.6  

Selling expenses

     (149.0)        83.0%        (81.4)  

Administrative expenses

     (67.4)        66.1%        (40.6)  

Other operating income (expenses), net

     (2.7)        (162.5)%        4.4  
  

 

 

    

 

 

    

 

 

 

Operating Loss

     (73.5)        (16.6)%        (88.1)  

Financial Result

        

Financial income

     311.4        85.3%        168.1  

Financial expenses

     (42.8)        190.5%        (14.7)  

Other financial income

     2.4        21.4%        2.0  

Foreign exchange variation, net

     0.9        579.3%        (0.2)  
  

 

 

    

 

 

    

 

 

 

Profit before Income Taxes

     198.6        195.9%        67.1  

Current income tax and social contribution

     (57.9)        756.6%        (6.8)  

Deferred income tax and social contribution

     2.2        126.2%        (8.3)  
  

 

 

    

 

 

    

 

 

 

Income Tax and Social Contribution

     (55.7)        269.7%        (15.1)  
  

 

 

    

 

 

    

 

 

 

Net Income for the Period

     142.8        174.5%        52.0  
  

 

 

    

 

 

    

 

 

 

Attributable to:

        

Owners of PagSeguro Brazil

     142.7        177.6%        51.4  

Non-controlling interests

     0.1        (91.1)%        0.6  
        

Basic and diluted earnings per common share – R$(1)

     0.5444        177.6%        0.1961  
  

 

 

    

 

 

    

 

 

 

 

(1) Based on 262,288,607 common shares of PagSeguro Brazil issued and outstanding.

Net revenue from sales and services

Our Net revenue from sales and services in the six months ended June 30, 2017 amounted to R$690.9 million, an increase of R$398.6 million, or 136.4%, from R$292.3 million in the six months ended June 30, 2016.

Our Gross revenue from transaction activities and other services in the six months ended June 30, 2017 amounted to R$509.4 million, an increase of R$287.6 million, or 129.6%, from R$221.8 million in the six months ended June 30, 2016. This increase was principally due to an increase in TPV during the period.

Our Deductions from Gross revenue from transaction activities and other services, which consist principally of sales taxes, amounted to R$62.5 million in the six months ended June 30, 2017, or 12.3% of our Gross revenue from transaction activities and other services for the period. In the six months ended June 30, 2016, Deductions from Gross revenue from transaction activities and other services totaled R$25.4 million, or 11.5% of Gross revenue from transaction activities and other services for the period.

 

 

90


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Our Gross revenues from sales in the six months ended June 30, 2017 amounted to R$340.8 million, an increase of R$202.9 million, or 147.2%, from R$137.9 million in the six months ended June 30, 2016. The significant growth in this item was due to an increase in the volume of POS devices sold during the period.

Our Deductions from Gross revenues from sales in the six months ended June 30, 2017 amounted to R$96.7 million, or 28.4% of our Gross revenues from sales for the period. In the six months ended June 30, 2016, these Deductions totaled R$42.0 million, or 30.5% of Gross revenues from sales for the period. This small decrease in these Deductions as a percentage of our Gross revenues from sales is due to a change in the mix of Brazilian states in which we sold POS devices, since ICMS is levied by each state at a different rate.

As discussed above, you should not consider our Net revenue from sales and services alone as a measure of the level of our business activity since it does not capture the significant income from the early payment of receivables service that we offer merchants, which is accounted for as Financial income within our Financial result, discussed below.

Cost of sales and services

Our Cost of sales and services amounted to R$545.3 million in the six months ended June 30, 2017, an increase of R$282.6 million, or 107.6%, from R$262.7 million in the six months ended June 30, 2016. As a percentage of our Net revenue from sales and services, our Cost of sales and services decreased 11.0 percentage points to 78.9% in the six months ended June 30, 2017 from 89.9% in the six months ended June 30, 2016. The decrease was driven by the reduction in our transaction costs as a percentage of our Net revenue from sales and services, reflecting a reduction in the fees we paid to third party acquirers as well as ongoing economies of scale due to growth in our TPV.

Gross profit

Our Gross profit in the six months ended June 30, 2017 increased by R$116.0 million, or 392.7%, to R$145.6 million compared with the R$29.6 million posted in the six months ended June 30, 2016. As a percentage of our Net revenue from sales and services, our Gross profit increased by 11.0 percentage points to 21.1% in the six months ended June 30, 2017 from 10.1% in the six months ended June 30, 2016. This significant increase was due to the increases in transaction and sales volumes during the period, which outpaced the growth in our Cost of sales and services.

Selling expenses

Our Selling expenses amounted to R$149.0 million in the six months ended June 30, 2017, an increase of R$67.6 million, or 83.0%, from R$81.4 million in the six months ended June 30, 2016. As a percentage of our Net revenue from sales and services, our Selling expenses decreased by 6.3 percentage points, to 21.6% in in the six months ended June 30, 2017 from 27.9% in in the six months ended June 30, 2016. Our Marketing and advertising costs in particular, while increasing in absolute terms, decreased significantly as a percentage of our Net revenue from sales and services due to a decision by us to focus our online advertising on smaller spaces within UOL’s homepages rather than more expensive headline banners.

 

 

91


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Administrative expenses

Our Administrative expenses amounted to R$67.4 million in the six months ended June 30, 2017, an increase of R$26.8 million, or 66.1%, from R$40.6 million in the six months ended June 30, 2016. This increase was mainly due to an increase in employee costs, bank charges and consulting fees. As a percentage of our Net revenue from sales and services, however, our Administrative expenses decreased by 4.1 percentage points, to 9.8% in the six months ended June 30, 2017 from 13.9% in the six months ended June 30, 2016. This decline in the relative level of our Administrative expenses as a percentage of net revenue reflects the scalable nature of our business from a relatively fixed overhead base.

Other operating income (expenses), net

Our Other operating income (expenses), net, recorded expenses of R$2.7 million in the six months ended June 30, 2017. This net amount principally reflects a provision that we recorded to adjust the carrying value of certain slower-selling POS devices held in inventory.

In the six months ended June 30, 2016, our Other operating income (expenses), net, recorded income of R$4.4 million. This net amount reflects expenses related to civil litigation proceedings during the period, which were more than offset by the effect of a successful renegotiation with our principal supplier of POS devices.

Operating loss

As a result of the revenue and expense items discussed above, our Operating loss amounted to R$73.5 million in the six months ended June 30, 2017, a decrease in operating losses of R$14.6 million, or 16.6%, compared with R$88.1 million in the six months ended June 30, 2016. As a percentage of our Net revenue from sales and services, our Operating loss declined to 10.6% in the six months ended June 30, 2017 compared with 30.1% in the six months ended June 30, 2016. This significant reduction in our Operating loss as a percentage of our Net revenue from sales and services was primarily driven by our relatively lower Selling expenses in light of the growth in our Net revenue from sales and services.

As discussed above, you should not consider our Operating loss alone as a measure of our performance since it does not capture the significant income from our early payment of receivables service that we offer merchants (or the related financial expenses), both of which are accounted for within our Financial Result, discussed below.

Financial result

Our overall Financial result amounted to R$272.0 million in the six months ended June 30, 2017, an increase of R$116.8 million, or 75.3%, compared with R$155.2 million in the six months ended June 30, 2016. Our Financial result consists mainly of the items discussed below, and is substantially driven by the results of the early payment of receivables service that we offer merchants.

Financial income

Our Financial income, which represents the volume of the discount fees we withhold from TPV in our early payment of receivables service that we offer merchants and interest on note receivables due in installments, amounted to R$311.4 million in the six months ended June 30, 2017, an increase of R$143.3 million, or 85.3%, from R$168.1 million in the six months ended June 30, 2016. The growth in this activity was due to growth in TPV.

 

 

92


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Financial expenses

Our Financial expenses amounted to R$42.8 million in the six months ended June 30, 2017, an increase in expense of R$28.1 million, or 190.5%, from expenses of R$14.7 million in the six months ended June 30, 2016. This increase in financial expenses was driven by a change in the mix of our financing for the early payment of receivables service that we offer merchants. In the six months ended June 30, 2016, we financed this early payment of receivables service both by obtaining early payment of note receivables due to us from the card issuers and acquirers as well as capital received from UOL. In the six months ended June 30, 2017, we financed this service solely by obtaining early payment of note receivables due to us from the card issuers and acquirers. For more information, see “—Financing of our early payment of merchants’ receivables service.”

Other financial income

Our Other financial income amounted to R$2.4 million in the six months ended June 30, 2017 compared with R$2.0 million in the six months ended June 30, 2016.

Foreign exchange variation, net

Our Foreign exchange variation, net recorded a positive amount of R$0.9 million in the six months ended June 30, 2017. This item recorded a negative amount of R$0.2 million in the six months ended June 30, 2016. These variations reflect the effect of exchange rate fluctuations in our foreign currency accounts located outside of Brazil. In the six months ended June 30, 2017 and 2016, this line item related to Boa Compra’s international operations and also included cash-out payments using PagSeguro prepaid cards outside of Brazil and cash-in payments via international cards in Brazil, both of which are settled in foreign currency.

Profit before income taxes

Our Profit before income taxes amounted to R$198.6 million in the six months ended June 30, 2017, an increase of R$131.5 million, or 195.9%, from R$67.1 million in the six months ended June 30, 2016. The increase was due to significant volume growth in both our net revenues and our early payment of receivables service that we offer merchants.

Income tax and social contribution

Income and social contributions tax amounted to expenses of R$55.7 million in the six months ended June 30, 2017, an increase of R$40.6 million from expenses of R$15.1 million in the six months ended June 30, 2016. This total item consists of Current income tax and social contribution and deferred income tax and social contribution, which relates principally to the tax benefit under the Lei do Bem, which applies to investments made in innovation and technology by PagSeguro Brazil.

Our Current income tax and social contribution expense in the six months ended June 30, 2017 amounted to R$57.9 million, an increase of R$51.1 million from R$6.8 million in the six months ended June 30, 2016. This increase is mainly due to the growth in our Profit before income taxes, partly offset by the tax benefit under the Lei do Bem.

Our Deferred income tax and social contribution in the six months ended June 30, 2017 amounted to a tax benefit of R$2.2 million. In the six months ended June 30, 2016, our Deferred income tax and social contribution amounted to expenses of R$8.3 million.

 

 

93


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

The amount of Deferred income tax and social contribution recorded in the six months ended June 30, 2017 principally reflected the tax benefit on our significant new capital investments in software and technology during the period, less the depreciation and amortization charges that we recorded against those assets during the period. This tax benefit was partially offset by the amounts we recorded during the period, provisions for slower-selling POS devices held in inventory, provisions for employee corporate results-sharing and tax contingencies.

The amount of Deferred income tax and social contribution recorded in the six months ended June 30, 2016 principally reflected the tax benefit on our significant new capital investments in software and technology during the period, less the depreciation and amortization charges that we recorded against those assets during the period.

Our total effective tax rate was 28.1% in the six months ended June 30, 2017, compared with 22.5% in the six months ended June 30, 2016. The increase was due to the increase in our Profit before income taxes while the amount of our Lei do Bem tax benefits remained stable.

Net income for the period

Our Net income for the six months ended June 30, 2017 amounted to R$142.8 million, an increase of R$90.8 million, or 174.5%, from R$52.0 million in the six months ended June 30, 2016. As a percentage of Net revenue from sales and services, our Net income for the period increased by 2.9 percentage points, to 20.7% in the six months ended June 30, 2017 compared with 17.8% in the six months ended June 30, 2016. This increase was principally driven by the growth in our TPV, as discussed above.

 

 

94


Table of Contents

Confidential Treatment Requested by PagSeguro Digital Ltd.

Pursuant to 17 C.F.R. Section 200.83

 

Results of Operations in 2016, 2015 and 2014

 

     For the Years Ended December 31,  
     2016      Percent
Change
     2015      Percent
Change
     2014  
     (in millions of reais, with the exception of
percentages and per-share amounts)
 

Net revenue from sales and services

     740.6        66.5%        444.7        113.5%        208.3  

Cost of sales and services

     (629.8)        65.1%        (381.6)        167.8%        (142.5)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Gross Profit

     110.8        75.5%        63.2        (4.0)%        65.8  

 

Selling expenses

     (199.9)        22.9%        (162.6)        99.7%        (81.4)  

Administrative expenses

     (86.4)        38.4%        (62.4)        21.5%        (51.3)  

Other operating income (expenses), net

     1.4        (17.4)%        1.7        (150.9)%        (3.3)  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Operating Loss

     (174.1)        8.7%        (160.2)        127.8%        (70.3)  

 

Financial Result

              

Financial income

     392.4        78.8%        219.5        89.5%        115.8  

Financial expenses

     (68.3)        130.0%        (29.7)        167.9%        (11.1)  

Other financial income

     3.0        69.7%        9.9        456.5%        1.8  

Foreign exchange variation, net

     2.3        193.8%        0.8        (2,487.9)%        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Profit before Income Taxes

     155.4        285.4%        40.3        11.5%        36.2  

 

Current income tax and social contribution

     (7.4)        187.2%        (2.6)        (73.9)%        (9.9)  

Deferred income tax and social contribution

     (20.1)        799.9%        (2.2)        (319.7)%        1.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income Tax and Social Contribution

     (27.6)        471.5%        (4.8)        (45.8)%        (8.9)