TOTVS S.A. Interim financial information (ITR) at March 31, 2017 and Independent auditor s report on the review of interim financial information

Transcription

1 TOTVS S.A. Interim financial information (ITR) at March 31, 2017 and Independent auditor s report on the review of interim financial information

2 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Contents Company information Capital composition 1 Dividends and Interest on equity 2 Individual company financial statements Balance sheet - assets 3 Balance sheet - liabilities and equity 4 Statement of income 6 Statement of comprehensive income 7 Statement of cash flow - indirect method 8 Statement of changes in equity 1/1/2017 to 3/31/ /1/2016 to 3/31/ Statement of value added 11 financial statements Balance sheet - assets 12 Balance sheet - liabilities and equity 13 Statement of income 15 Statement of comprehensive income 16 Statement of cash flow - indirect method 17 Statement of changes in equity 1/1/2017 to 3/31/ /1/2016 to 3/31/ Statement of value added 20 Comments on performance 21 Notes to the financial statements 24 Comments on guidances 53 Opinions and statements Independent auditor s report on the review of Interim financial information 54

3 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Company information/capital composition Number of shares Current quarter (in units) 3/31/2017 Paid-up capital Common shares 165,637,727 Preferred shares - Total 165,637,727 Treasury shares Common shares 2,292,775 Preferred shares - Total 2,292,775 1

4 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Company information/dividends or Interest on equity Events Approval Type Early payment Shares Earnings per share Board of Directors Meeting 12/16/2016 Interest on equity 5/10/2017 Common

5 Interim financial information (ITR) - 3/31/2017- TOTVS S.A. Version: 1 Individual company financial statements/balance sheet - assets (R$ thousand) Current period Previous year 1 Code 2 - Description 3/31/ /31/ Total assets 2,232,276 2,208, Current assets 575, , Cash and cash equivalents 109, , Trade receivables 308, , Customer receivables 308, , Trade receivables 382, , Provision for doubtful accounts (74,569) (84,293) Taxes recoverable 82,472 72, Current taxes recoverable 82,472 72, Other current assets 74,736 70, Other 74,736 70, Dividends receivables 1,793 1, Short-term investments pledged as collateral 32,701 32, Other assets 40,242 36, Non-current assets 1,656,937 1,642, Long-term receivables 138, , Trade receivables 36,929 35, Customer receivables 36,929 35, Deferred taxes 38,437 30, Deferred income tax and social contribution 38,437 30, Receivables from related parties 4,260 1, Receivables from subsidiaries 4,260 1, Other non-current assets 59,031 57, Judicial deposits 30,646 29, Long-term investments pledged as collateral 4,819 4, Others assets 23,566 23, Investments 974, , Equity investments 974, , Interests in associated Interests in subsidiaries 974, , Property, plant and equipment 166, , Property, plant and equipment in service 88,011 88, Property, plant and equipment in progress 78,364 65, Intangible assets 377, , Intangible assets 377, ,501 3

6 Interim financial information (ITR) - 3/31/2017- TOTVS S.A. Version: 1 Individual company financial statements / balance sheet - liabilities and equity (R$ thousand) Current period Previous year 1 Code 2 - Description 3/31/ /31/ Total liabilities and equity 2,232,276 2,208, Current liabilities 486, , Social and labor obligations 122, , Social obligations 7,877 9, Labor obligations 114,449 95, Trade payables 40,754 41, National supplier payables 40,754 41, Tax obligations 15,799 17, Federal tax obligations 15,799 17, Income tax and social contribution 15,799 17, Loans and financing 187, , Loans 169, , In local currency 169, , Financial Leasing 18,563 14, Other liabilities 120, , Other 120, , Dividends and interest on capital payable 35,656 41, Obligations for purchases of investments 39,400 38, Commission payable 41,716 38, Other liabilities 3,416 2, Non-current liabilities 496, , Loans and financing 362, , Loans 265, , In local currency 265, , Debentures 60,566 58, Financial Leasing 36,370 29, Other liabilities 41,649 37, Payables to related parties 16,970 13, Payables to subsidiaries 16,970 13, Other 24,679 24, Obligations for purchases of investments 18,319 17, Other liabilities 6,360 6, Provision 91,998 86, Tax, social security, labor and civil provision 91,055 85, Tax provision 2,250 2, Social security and labor provision 59,445 54, Civil provision 29,360 28, Other provision 943 1, Provision for losses on investments 943 1, Equity 1,249,014 1,221, Paid-up capital 541, , Capital reserves 89,371 88,581 4

7 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Individual company financial statements/balance sheet - liabilities and equity (R$ thousand) Current period Previous year 1 Code 2 - Description 3/31/ /31/ Special goodwill reserve on mergers 14,330 14, Share options 30,113 29, Treasury shares (73,443) (73,443) Goodwill reserves 99,260 99, Debentures converted into shares 44,629 44, Goodwill on purchases of non-controlling interests (25,518) (25,518) Revenue reserves 589, , Legal reserve 79,370 79, Profit retention reserve 502, , Additional proposed dividends 7,375 7, Profit/Loss accumulated 29, Cumulative adjustment for currency exchange (1,148) 1,785 5

8 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Individual company financial statements/statement of income (R$ thousand) Current period 1/1/2017 to 3/31/2017 Same period of prior year 1/1/2016 to 3/31/ Code 2 Description 3.01 Sales and/or service revenue 400, , Licensing fees 41,206 39, Maintenance 216, , Subscriptions 41,500 25, Services 101, , Cost of sales and/or services (142,539) (132,632) Cost of software (17,949) (14,477) Cost of support (20,510) (17,914) Cost of services (104,080) (100,241) 3.03 Gross profit 257, , Operating income (expenses) (209,127) (175,853) Selling expenses (36,880) (28,121) General and administrative expenses (37,499) (27,630) Other operating expenses (136,114) (118,754) Research and development (62,438) (54,029) Advertising expenses (7,888) (5,480) Commission (32,804) (31,672) Management fees (5,255) (3,100) Depreciation and amortization (20,922) (18,959) Provision for doubtful accounts (5,792) (5,925) Other operating income and expenses, net (1,015) Equity pick-up 1,366 (1,348) 3.05 Profit before finance results and taxes 48,858 79, Finance results (10,400) (9,099) Finance income 9,041 13, Finance costs (19,441) (22,805) 3.07 Profit before taxes on income 38,458 70, Income tax and social contributions on net income (8,489) (20,401) Current taxes (14,967) (17,091) Deferred taxes 6,478 (3,310) 3.09 Profit for the period from continuing operations 29,969 49, Profit for the period 29,969 49, Earnings per share - (reais/share) Basic earnings per share Common shares Diluted earnings per share Common shares

9 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Individual company financial statements/statement of comprehensive income (R$ thousand) Current period 1/1/2017 to 3/31/2017 Same period of prior year 1//1/2016 to 3/31/ Code 2 - Description 4.01 Profit for the period 29,969 49, Other comprehensive income (2,933) (13,515) Cumulative adjustment for currency exchange (4,445) (20,476) Deferred income tax and social contribution 1,512 6, Comprehensive income for the period 27,036 36,344 7

10 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Individual company financial statements/statement of cash flow - indirect method (R$ thousand) Accumulated same Accumulated current period period of previous year 1 - Code 2 - Description 3/31/2017 3/31/ Net cash provided by operating activities 61,172 48, Cash provided by operations 88, , Profit before taxes for the period 38,458 70, Depreciation and amortization 20,922 18, Share-based payments 790 (462) Losses on sales of assets 1, Provision for doubtful accounts 5,792 5, Equity pick-up (1,366) 1, Provision for contingencies 4,304 2, Provision (reversal) for other obligations 1, Interest, monetary and exchange variations, net 15,649 19, Changes in assets and liabilities (7,884) (51,403) Trade receivables (5,009) (1,002) Other assets (3,428) (24,193) Judicial deposits (353) (1,423) Social and labor obligations 17,083 1, Taxes recoverable (9,479) (3,439) Trade payables (2,987) (5,427) Commission payable 3,373 (1,141) Taxes payable (6,861) (11,603) Other payables (223) (4,989) Other (19,263) (18,403) Interest paid (9,663) (11,884) Income tax and social contribution paid (9,600) (6,519) 6.02 Net cash used in investment activities (13,857) (28,837) Increase in capital of subsidiaries (1,514) (10,402) Payment of purchases of intangible assets (3,397) (13,947) Value of fixed assets sold Payment of purchases of property, plant and equipment (9,303) (4,751) 6.03 Net cash used in financing activities (49,907) (73,162) Payment of principal on loans and financing (41,906) (41,361) Payment of financial leasing (3,667) Credit from related companies 1,107 (517) Dividends paid (5,441) (31,284) 6.05 Increase (decrease) in cash and cash equivalents (2,592) (53,383) Cash and cash equivalents at the beginning of the period 112, , Cash and cash equivalents at the end of the period 109, ,022 8

11 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Individual company financial statements/statement of changes in equity - 1/1/2017 to 3/31/2017 (R$ thousand) Capital reserves, share options and treasury shares Other comprehensive income 1 - Code 2 Description Paid-up share capital Revenue reserves Retained earnings Equity 5.01 Opening balances 541,374 88, ,448-1,785 1,221, Adjusted opening balances 541,374 88, ,448-1,785 1,221, Capital transactions with owners Share options recorded Interest on capital distributed Total comprehensive income ,969 (2,933) 27, Profit for the period ,969-29, Other comprehensive income (2,933) (2,933) Adjustment for currency exchange (2,933) (2,933) 5.07 Closing balances 541,374 89, ,448 82,388 (1,148) 1,249,014 9

12 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Individual company financial statements/statement of changes in equity - 1/1/2016 to 3/31/2016 (R$ thousand) Capital reserves, share options and treasury shares Other comprehensive income 1 - Code 2 Description Paid-up share capital Revenue reserves Retained earnings Equity 5.01 Opening balances 541,374 88, ,782-21,329 1,237, Adjusted opening balances 541,374 88, ,782-21,329 1,237, Capital transactions with owners - (462) (462) Share options recorded - (462) (462) 5.05 Total comprehensive income ,859 (13,515) 36, Profit for the period ,859-49, Other comprehensive income (13,515) (13,515) Adjustment for currency exchange (13,515) (13,515) 5.07 Closing balances 541,374 87, ,782 49,859 7,814 1,273,568 10

13 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 Individual company financial statements/statement of value added (R$ thousand) Accumulated current period 3/31/2017 Accumulated same period of previous year 3/31/ Code 2 - Description 7.01 Revenue 443, , Sale of goods and services 450, , Other expenses (1,016) Provision for (reversal of) doubtful accounts (5,792) (5,925) 7.02 Inputs acquired from third parties (133,547) (122,627) Cost of sales and services (17,949) (14,477) Materials, energy, outsourced services and other (115,598) (108,150) 7.03 Gross value added 309, , Retentions (20,922) (18,959) Depreciation, amortization and depletion (20,922) (18,959) 7.05 Net value added generated 288, , Value added received through transfers 10,407 12, Equity in the results of subsidiaries 1,366 (1,348) Finance income 9,041 13, Total value added to distribute 299, , Distribution of value added 299, , Personnel 176, , Direct remuneration 146, , Benefits 18,529 15, Government Severance Indemnity Fund for Employees (FGTS) 10,922 10, Taxes and contributions 66,565 76, Federal 55,885 66, State 5 (12) Municipal 10,675 10, Remuneration of third party capital 26,606 28, Interest 19,441 22, Rent 7,165 6, Remuneration of own capital 29,969 49, Profits reinvested 29,969 49,859 11

14 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 financial statements/balance sheet - assets (R$ thousand) Current period Previous year 1 - Code 2 Description 3/31/ /31/ Total assets 2,456,781 2,443, Current assets 963, , Cash and cash equivalents 215, , Trade receivables 458, , Customer receivables 458, , Trade receivables 556, , Provision for doubtful accounts (97,678) (105,183) Inventories, net 32,971 28, Taxes recoverable 129, , Current taxes recoverable 129, , Other current assets 126, , Other 126, , Short-term investments pledged as collateral 75,846 74, Other assets 50,866 48, Non-current assets 1,493,146 1,492, Long-term receivables 296, , Trade receivables 37,609 36, Customer receivables 37,609 36, Deferred taxes 99,122 88, Deferred income tax and social contribution 99,122 88, Other non-current assets 160, , Judicial deposits 42,235 40, Financial assets at fair value 55,216 56, Taxes recoverable 22,067 21, Long-term investments pledged as collateral 11,448 11, Other assets 29,115 30, Investments 1,435 1, Equity investments 1,435 1, Interests in associated 1,435 1, Property, plant and equipment 186, , Property, plant and equipment in service 108, , Property, plant and equipment in progress 78,164 65, Intangible assets 1,007,902 1,028, Intangible assets 355, , Goodwill 652, ,496 12

15 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 financial statements/balance sheet - liabilities and equity (R$ thousand) Current period Previous year 1 Code 2 - Description 3/31/ /31/ Total liabilities and equity 2,456,781 2,443, Current liabilities 644, , Social and labor obligations 160, , Social obligations 14,171 16, Labor obligations 145, , Trade payables 79,761 73, National supplier payables 72,763 69, International suppliers 6,998 4, Tax obligations 24,573 28, Federal tax obligations 24,573 28, Income tax and social contribution 24,573 28, Loans and financing 211, , Loans 181, , In local currency 181, , Debentures 10,635 12, Financial Leasing 18,652 14, Other liabilities 169, , Other 169, , Dividends and interest on capital payable 36,104 41, Obligations for purchases of investments 82,545 80, Commission payable 46,075 43, Other liabilities 4,570 8, Non-current liabilities 562, , Loans and financing 403, , Loans 291, , In local currency 291, , Debentures 75,368 78, Financial Leasing 36,522 29, Other liabilities 52,253 52, Other 52,253 52, Obligations for purchases of investments 45,839 45, Other liabilities 6,414 6, Provision 107, , Tax, social security, labor and civil provision 107, , Tax provision 13,059 13, Social security and labor provision 64,036 58, Civil provision 30,248 29,530 13

16 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 financial statements/balance sheet - liabilities and equity (R$ thousand) Current period Previous year 1 - Code 2 Description 3/31/ /31/ Equity 1,249,085 1,220, Paid-up capital 541, , Capital reserves 89,371 88, Special goodwill reserve on mergers 14,330 14, Share options 30,113 29, Treasury shares (73,443) (73,443) Goodwill reserve 99,260 99, Debentures converted into shares 44,629 44, Goodwill on purchases of non-controlling interests (25,518) (25,518) Profit reserve 589, , Legal reserve 79,370 79, Profit retention reserve 502, , Additional proposed dividends 7,375 7, Profit/Loss accumulated 29, Cumulative adjustment for currency exchange (1,148) 1, Participation of non-controlling shareholders 71 (272) 14

17 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 financial statements/statement of income (R$ thousand) Same period of 1 Code 2 Description Current period 3/31/2017 prior year 3/31/ Sales and/or service revenue 560, , Licensing fees 49,240 51, Maintenance 256, , Subscriptions 68,418 52, Services 128, , Hardware 57,345 55, Cost of sales and/or services (216,882) (215,559) Cost of software (20,834) (17,511) Cost of support (32,451) (31,662) Cost of services (127,699) (127,826) Cost of hardware (35,898) (38,560) 3.03 Gross profit 343, , Operating income (expenses) (289,423) (253,259) Selling expenses (58,603) (47,695) General and administrative expenses (50,677) (43,964) Other operating expenses (180,143) (161,600) Research and development (85,922) (74,797) Advertising expenses (9,268) (8,277) Commission (37,327) (37,722) Management fees (5,898) (4,185) Depreciation and amortization (33,560) (31,148) Provision for doubtful accounts (8,833) (7,653) Government subsidy 2,637 1, Other net revenue (1,972) Profit before finance results and taxes 53,828 82, Finance results (11,531) (10,526) Finance income 13,885 20, Finance costs (25,416) (30,730) 3.07 Profit before taxes on income 42,297 72, Income tax and social contribution on net income (12,135) (22,313) Current taxes (20,870) (23,119) Deferred taxes 8, Profit for the period from continuing operations 30,162 49, Profit for the period 30,162 49, Attributable to parent company s partners 29,969 49, Attributable to non-controlling partners 193 (96) 3.99 Earnings per share - (reais/share) Basic earnings per share Common shares Diluted earnings per share Common shares

18 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 financial statements/statement of comprehensive income (R$ thousand) Same period of 1 Code 2 Description Current period 3/31/2017 prior year 3/31/ Profit for the period 30,162 49, Other comprehensive income (2,933) (13,515) Cumulative adjustment for currency exchange (4,445) (20,476) Deferred income tax and social contribution 1,512 6, Comprehensive income for the period 27,229 36, Attributable to the parent company's partners 27,036 36, Attributable to non-controlling partners 193 (96) 16

19 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 financial statements/statement of cash flow - indirect method (R$ thousand) 1 Code 2 - Description Accumulated current period 3/31/2017 Accumulated same period of previous year 3/31/ Net cash provided by operating activities 74,366 27, Cash provided by operations 109, , Profit before taxes for the period 42,297 72, Depreciation and amortization 34,416 32, Share-based payments 790 (462) Losses on sales of assets 1, Provision for doubtful accounts 8,833 7, Provision for contingencies 3,944 1, Provision (reversal) for other obligations 1, Interest, monetary and exchange variations, net 15,051 13, Changes in assets and liabilities (8,556) (72,397) Trade receivables (4,085) 1, Stock (4,752) (7,998) Other assets (849) (22,096) Judicial deposits (885) (2,159) Social and labor obligations 19,484 1, Taxes recoverable (7,537) (2,926) Trade payables 4,310 (21,119) Commission payable 2,877 (1,062) Taxes payable (11,807) (13,499) Other payables (5,312) (3,886) Other (26,194) (26,807) Interest paid (13,563) (15,857) Income tax and social contribution paid (12,631) (10,950) 6.02 Net cash used in investment activities (14,364) (20,232) Payment of purchases of intangible assets (4,710) (15,004) Value of fixed assets sold Payment of purchases of property, plant and equipment (10,031) (5,544) 6.03 Net cash used in financing activities (59,128) (78,629) Payment of principal on loans and financing (44,990) (42,295) Payment of principal on debentures (5,004) (5,560) Payment of financial leasing (3,676) Dividends paid (5,458) (31,284) Bank borrowing Increase (decrease) in cash and cash equivalents 874 (71,040) Cash and cash equivalents at the beginning of the period 214, , Cash and cash equivalents at the end of the period 215, ,375 17

20 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 financial statements/statement of changes in equity - 1/1/2017 to 3/31/2017 (R$ thousand) Paid-up share capital Capital reserves, share options and treasury shares Other comprehensive income Noncontrolling interests Revenue Retained 1 - Code 2 - Description reserves earnings Equity equity 5.01 Opening balances 541,374 88, ,448-1,785 1,221,188 (272) 1,220, Adjusted opening balances 541,374 88, ,448-1,785 1,221,188 (272) 1,220, Capital transactions with owners Increase capital Stock options plan Total comprehensive income ,969 (2,933) 27, , Profit for the period ,969-29, , Other comprehensive income (2,933) (2,933) - (2,933) Adjustment for currency exchange (2,933) (2,933) - (2,933) 5.07 Closing balances 541,374 89, ,448 29,969 (1,148) 1,249, ,249,085 18

21 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 financial statements/statement of changes in equity - 1/1/2016 to 3/31/2016 (R$ thousand) Paid-up share capital Capital reserves, share options and treasury shares Other comprehensive income Noncontrolling interests Revenue Retained 1 - Code 2 - Description reserves earnings Equity equity 5.01 Opening balances 541,374 88, ,782-21,329 1,237, ,237, Adjusted opening balances 541,374 88, ,782-21,329 1,237, ,237, Capital transactions with owners - (462) (462) 71 (391) Increase capital Stock options plan - (462) (462) - (462) 5.05 Total comprehensive income ,859 (13,515) 36,344 (96) 36, Profit for the period ,859-49,859 (96) 49, Other comprehensive income (13,515) (13,515) - (13,515) Adjustment for currency exchange (13,515) (13,515) - (13,515) 5.07 Closing balances 541,374 87, ,782 49,859 7,814 1,273, ,273,589 19

22 Interim financial information (ITR) - 3/31/ TOTVS S.A. Version: 1 financial statements/statement of value added Accumulated current period Accumulated same period of previous year 1 - Code 2 Description 3/31/2017 3/31/ Revenue 624, , Sales of goods and services 632, , Other expenses 664 1, Provision for (reversal of) doubtful accounts (8,833) (7,653) 7.02 Inputs acquired from third parties (204,401) (199,928) Cost of sales and services (21,616) (60,027) Materials, energy, outsourced services and other (182,785) (139,901) 7.03 Gross value added 420, , Retentions (34,416) (32,000) Depreciation, amortization and depletion (34,416) (32,000) 7.05 Net value added generated 385, , Value added received through transfers 13,885 20, Finance income 13,885 20, Total value added to distribute 399, , Distribution of value added 399, , Personnel 233, , Direct remuneration 194, , Benefits 24,700 23, Government Severance Indemnity Fund for Employees (FGTS) 14,370 13, Taxes and contributions 99, , Federal 84,658 87, State 1,067 5, Municipal 13,794 13, Remuneration of third-party capital 36,415 40, Interest 25,416 30, Rental 10,999 9, Other Remuneration of own capital 30,162 49, Profits reinvested 29,969 49, Non-controlling interest in retained earnings 193 (97) 20

23 Comments on performance Financial performance and consolidated result Net revenue totaled R$560,133 thousand in 1Q17, up 1.6% from 1Q16, resulting from: (i) the Company's initiatives to capture the software market s growth, including the segmentation of business solutions by industry and the fluig platform; (ii) the growth of recurring revenue from subscription; and (iii) the growth of hardware revenues. Licensing revenue decreased 4.5% year on year, mainly reflecting the reduction in the number of sales. The reduction in license sales was mainly due to: (i) the downturn in economic activity in Brazil, which resulted in a longer period of conversion of the sales pipeline, especially among large clients; and (ii) the migration of a part of the new clients sales pipeline to the subscription model, especially among smaller clients. Service revenues decreased 8.3% in 1Q17, mainly because of: (i) the 1.0% decline in software implementation services in the period, chiefly due to the lower pace of sales in recent quarters; and (ii) the 20.5% decrease in services not related to software implementation, which accounted for 32.7% of total service revenue in 1Q17, as against 37.7% in 1Q16. Subscription revenue increased 31.3% year on year and totaled R$68,418 thousand. This growth is mainly due to the higher share of new sales to small and medium clients, especially of TOTVS Intera. Maintenance revenue totaled R$256,485 thousand in 1Q17, a 1.9% growth over 1Q16. This growth, lower than the average IGP-M (inflation index used in most maintenance agreements) in the period, was adversely affected by: (i) the lower volume of license sales in previous periods; (ii) the increase in client defaults; and (iii) the partial cancellation of maintenance contracts due to layoffs at clients, especially large ones. Hardware revenue totaled R$57,345 thousand in 1Q17 and combined the sale of equipment and technical assistance services provided by the subsidiary Bematech. The 2.8% growth in the year was mainly driven by sales of automation solutions, especially of Bemacash. The cost of software increased 19.0% in 1Q17, when compared to the same quarter of The increase in software costs is primarily due to the share of complementary solutions provided by partners in the sales. The cost of support grew 2.5% year on year, mainly due the wage adjustments resulting from collective agreements. The cost of services decreased 0.1% in 1Q17 when compared to the 1Q16, despite the wage adjustments in the past 12 months, mainly due to the organizational restructuring carried out by the Company in 4Q16, which reduced recurring personnel expenses in 1Q17. 21

24 The cost of hardware, which includes the cost of the equipment and technical assistance services provided by subsidiary Bematech, totaled R$35,898 thousand. It is worth mentioning that the hardware cost also includes the depreciation expense of R$856 thousand. Research and development expenses grew 14.9% on 1Q17, versus 1Q16. This growth results mainly from the collective wage adjustments made throughout the past 12 months. Advertising and marketing expenses increased 12.0% in the quarter, when comparing year on year, and totaled R$9,268 thousand. The increase is chiefly explained by the collective wage adjustments and contracts adjustments with suppliers made throughout the year. Selling expenses totaled R$58,603 thousand in 1Q17, a 22.9% growth over 1Q16, and the commissions expenses decreased 1.0% when comparing to the 1Q16, totaling R$37,327 thousand. When taken together, the sum of these expenses increased its representativeness over net revenue, mainly reflecting (i) the change in sales mix between franchises and own branches; (ii) the higher volume of software sales in the subscription model; and (iii) adjustments to the compensation model of the sales team in 1H16. General and administrative expenses increased 15.3% in 1Q17 to R$50,677 thousand. This growth is mainly due to the wage adjustments in the period. Management fees totaled R$5,898 thousand, a 40.9% growth over 1Q16. This variation in the account is mainly a result of (i) the changes in the administrative structure made during the last 12 months and (ii) the provision for bonus for achievement of financial and individual targets of executives in the period. Depreciation and amortization expenses in 1Q17 increased 7.7% year on year, primarily due to the combination of amortization of intangible assets resulting from the corporate reorganization with Bematech and the depreciation of investments made in infrastructure, such as equipment and installations made in the period. Allowance for doubtful accounts in 1Q17 corresponded to 1.6%, compared to 1.4% on 1Q16. This allowance reflects the level of defaults observed in the business during the period. The financial result (financial revenues net of financial expenses) was negative in R$11,531 thousand in 1Q17, compared to R$10,526 thousand in 1Q16. This variation is largely due to the reduction of the cash in the period and the higher Long-Term Interest Rate (TJLP) in LTM-1Q17, which is used as the inflation adjustment index for the main financial costs of most financing lines and debentures. Income tax and social contribution expenses decreased 45.6% in 1Q17, when compared to 1Q16. This reduction, higher than the reduction in the earnings before income tax and social contribution, is due to the lower effective tax rate, mainly achieved by combining: (i) the 3.4% increase in the benefit from Law 11,196/05 on incentive to research and development (Lei do Bem); and (ii) the drop in earnings before taxes (EBT). Net income decreased 39.4% in 1Q17, largely due to: (i) the reduction of 34.8% of the earnings before financial effects and equity income; (ii) the negative financial results for the quarter. 22

25 EBITDA (*) for the quarter totaled R$88,244 thousand, 23.0% lower than 1Q16. The Adjusted EBITDA totaled R$90,124 thousand, 21.4% lower that 1Q16 EBITDA, despite the increase in the software and hardware results, as shown below: 1Q17 1Q16 Change Net Income 30,162 49, % Income Tax and Social Contribution 12,135 22, % Financial result 11,531 10, % Depreciation and amortization 34,416 32, % EBITDA 88, , % Write-off of fixed assets 1, ADJUSTED EBITDA 90, , % This decrease is mainly a result of: (i) the reduction in contribution margin from services, and (ii) the increase in selling and administrative expenses in the period. Adjusted EBITDA margin ended the quarter at 16.1%, compared to 20.8% in 1Q16, due to the events already described in previous comments of each line. (*) EBITDA is a non-accounting measure prepared by the Company and consists of net income for the year, plus income taxes, financial expenses net of financial revenues, and depreciation and amortization. Adjusted EBITDA represents EBITDA, net of extraordinary effects related to write-offs of fixed assets in the previous facilities left behind during the migration to the new head office of the Company, which amounted to R$1,880 thousand. 23

26 Notes to the financial statements 1. The Company and its operations a) General information TOTVS S.A. ( parent company, TOTVS or the Company ) is a publicly-held corporation headquartered at Rua Desembargador Euclides da Silveira, 232, in the City and State of São Paulo, having its shares traded on the Novo Mercado of BM&FBOVESPA Brazilian Securities, Commodities and Futures Exchange. b) Operations The Company s business purpose is to provide business solutions for companies of all sizes, through the development and sale of management software, productivity and collaboration platform, as well as the provision of implementation, consulting, assistance and maintenance services. With the corporate restructuring of Bematech in 2015, the Company included hardware manufacturing and sale activities, combining specialized solutions for system management, point of sale (POS), commercial automation, tax solutions, e-commerce, mobility and payment methods. The solutions developed by the Company and its subsidiaries are segmented according to the diverse sectors of the economy, resulting in greater importance of the solutions within the business context of our clients. 2. Basis of presentation and preparation of the interim financial statements 2.1. Statement of Compliance The individual and consolidated interim financial infomation were prepared and are presented in accordance with the accounting practices adopted in Brazil, which comprise Brazilian Securities and Exchange Comission (CVM) deliberations and Brazilian Accounting Pronouncements Committee (CPC) pronouncements, guidelines and interpretations issued by the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB). All significant information in the individual and consolidated financial statements, and solely such information, are disclosed and correspond to that used by management in its administration Basis of presentation All amounts presented in these interim financial statements are expressed in thousands of reais, except where otherwise indicated. Because the figures have been rounded, they may not add up precisely to their respective totals. 24

27 TOTVS s individual and consolidated Interim Financial Information were approved at a Board of Directors Meeting held on April 28, Non-financial data included in this report, such as the number of clients, average tickets, market share, and other data items were not reviewed by our independent auditors. The principal accounting policies applied in preparing this interim financial information have been consistently applied to the periods presented. This interim financial information does not include all of the information required for annual or complete financial statements, and therefore should be read together with the Company s complete financial statements for the year ended December 31, Basis of preparation The financial statements were prepared using historical cost as the valuation basis, except for the valuation of certain assets and liabilities, such as financial instruments, which were measured at their fair value. (a) financial statements The consolidated financial statements were prepared in accordance with CPC 21 - R1 (IAS 34), which is applicable to the preparation of interim financial information, and in accordance with the accounting practices adopted in Brazil, including the standards issued by the CVM applicable to ITRs (Quartely Information). (b) Individual financial statements Individual financial statements have been prepared in accordance with CPC 21(R1), applicable to the preparation of interim financial information, and in a manner consistent with the standards issued by the CVM applicable to ITRs, and are disclosed in conjunction with the consolidated financial statements. (c) Changes in accounting policies and disclosure There are no new pronouncements or interpretations of CPCs/IASB effective from 2017 that could have a significant impact on the Company's interim financial information interim financial information The consolidated interim financial information includes the Company s operations and those of the following subsidiaries, in which the percentage interests held by the Company on its balance sheet are shown below: Direct Investments: Head Interest % Corporate Name office Denomination 3/31/ /31/2016 TOTVS Serviços Ltda. BRA TOTVS Serviços TOTVS Nordeste Software Ltda. BRA TOTVS Nordeste TOTVS Brasília Software Ltda. BRA TOTVS Brasília

28 TQTVD Software Ltda. BRA TQTVD TOTVS Ventures Participações Ltda. BRA TOTVS Ventures TOTVS Argentina S.A. ARG TOTVS Argentina Datasul Argentina S.A. ARG Datasul Argentina TOTVS México S.A. MEX TOTVS México Datasul S.A. de CV. MEX Datasul México TOTVS Corporation BVI TOTVS Corporation TOTVS Incorporation USA TOTVS Inc Virtual Age Soluções em Tecnologia Ltda. BRA Virtual Age Neolog Consultoria e Sistemas S.A. BRA Neolog Ciashop Soluções para Comércio Eletrônico S.A. BRA Ciashop Bematech S.A. BRA Bematech Indirect Investments: Head Interest % Corporate Name office Denomination Investor 3/31/ /31/2016 DTS Consulting Partner. SA de CV MEX Partner TOTVS México PC Informática S.A. BRA PC Informática TOTVS Brasília RMS Software S.A. BRA RMS TOTVS Nordeste Webstrategie Software Ltda. BRA Webstrategie RMS Kerina Software Ltda. BRA Kerina TQTVD Bematech Ásia Co.Ltd. TWN Bematech Ásia Bematech S.A ARG Bematech Bematech S.A Bematech Argentina S.A. Argentina CMNet Soluções em Informática e Agência de BRA CMNet Soluções Bematech S.A Viagens e Turismo S.A. Bematech Internacional Corp. EUA BIC Bematech S.A Logic Controls, Inc EUA Logic Controls Bematech Inter. Corp FICE - Bematech Foshan Shunde Ltd. CHN FICE Logic Controls, Inc BRA CMNet Bematech S.A CMNet Participações S.A. Partipações CM Soluciones - Argentina ARG CMNet Argentina CMNet Participações CMDIR - Soluções Informática, Lda - Portugal PRT CMNet Portugal CMNet Participações CM Soluciones - Chile CHL CMNet Chile CMNet Participações CMNet España ESP CMNet Espanha CMDIR - Soluções RJ Participações S.A. BRA RJ Participações Bematech S.A R.J. Consultores en Sistemas de Información S.C. MEX RJ México RJ Participações R.J. Consultores e Informática Ltda. BRA RJ Consultores RJ Participações National Computer Corporation RUS JV Russia TOTVS México All intercompany balances and transactions have been eliminated in the consolidation Critical accounting estimates and assumptions Accounting estimates and assumptions are continually assessed, and are based on historical experience and other factors, including expected future events that are considered to be relevant. Accounting estimates will rarely be equal to the actual results. 26

29 For the period ended March 31, 2017, there were no changes in estimates and assumptions entailing a significant risk of causing relevant adjustments to the book values of assets and liabilities for the following fiscal year, in relation to the latest annual financial statements. 3. Financial Instruments and Sensitivity Analysis of Financial Assets and Liabilities The Company and its subsidiaries evaluated their financial assets and liabilities based on market values using the information available and the appropriate valuation methodologies. In the three-month period ended March 31, 2017 there were no facts or market circumstances that would have had an impact on financial instruments and the financial risk management as compared to those presented at the end of the Company's last fiscal year ended December 31, Sensitivity analysis of financial assets and liabilities The Company's financial instruments are represented by cash and cash equivalents, accounts receivable, accounts payable, debentures, loans and financing, and are recorded at cost, plus income or expenses incurred, which as of March 31,2017 and December 31, 2016 are close to market values. The main risks on the Company s transactions are associated with variations in the Certificate for Interbank Deposit (CDI) for financial investments, and with variations in the Long-term Interest Rate (TJLP) and the Extended the Consumer Price Index (IPCA) for loans obtained from the Brazilian Development Bank (BNDES) and for the debentures issued. a) Financial assets In order to verify the sensitivity of the index in the financial investments to which Company on the base date of March 31, 2017, three different scenarios were defined. Based on projections disclosed by financial institutions, the average rate for CDI is 12.13% for fiscal year 2017, and was defined as a probable scenario (scenario I). From this, variations of 25% (scenario II) and 50% (scenario III) were calculated.. For each of these scenarios the gross financial income was estimated, with taxes on investment returns not included. The reference date for the portfolio was March 31, 2017, with a one-year projection period to calcute the CDI s sensitivity to each scenario. Operation Balances at 3/31/2017 Risk Most probable scenario (I) Scenario (II) Scenario (III) Reduction Financial investments R$ 160,712 CDI 12.13% 9.10% 6.07% Estimated financial income R$ 19,494 R$ 14,625 R$ 9,755 27

30 b) Financial liabilities To check the sensitivity of the indexes to which the Company is exposed when estimating the debts as of March 31, 2017, three different scenarios were created. Based on the TJLP and the IPCA in force as of March 31, 2017, the most probable scenario was determined for 2017 (scenario I) and, from this, variations of 25% (scenario II) and 50% (scenario III) were estimated. For each scenario, the gross financial expenses were calculated, not taking into account the taxes levied and the maturities of each agreement scheduled for The reference date used for the financing and debentures was March 31, 2017, projecting the rates for one year and calculating their sensitivity under each scenario. Operation Balances at 3/31/2017 Risk Most probable scenario I Scenario II Scenario III Increase BNDES - Financing R$420,387 TJLP 7.50% 9.38% 11.25% Estimated financial expenses R$ 27,325 R$ 32,580 R$ 37,835 Increase Debentures R$ 60,566 IPCA 4.76% 5.95% 7.14% TJLP 7.50% 9.38% 11.25% R$ 25,437 CDI 12.13% 15.16% 18.20% Estimated financial expenses R$ 8,985 R$ 10,115 R$ 11, Financial assets at fair value TOTVS investments in startups are made within a medium-term strategy, with output planned for the moment when the expected financial returns are achieved. As these startups are privately held companies and have no prices quoted in an active market, their fair value is based on discounted cash flow using a rate based on the interest rate and the market risk premium specific to each investment. At March 31, 2017 the total of investments in startups was R$55, Cash and cash equivalents Cash and cash equivalents are maintained for the purpose of meeting short-term cash requirements and for investment or other purposes, and are redeemable for a period of up to 90 days from the date of the respective transaction. Individual 03/31/ /31/ /31/ /31/2016 Cash 16,354 14,352 54,934 60,141 Cash equivalents 93,558 98, , ,631 Repurchase agreements 67,996 44,452 67,553 81,856 Certificate of deposit bank (CDB) 25,562 53,700 93,159 72, , , , ,772 28

31 The Company has financial investment policies which establish that investments should focus on low-risk securities and top-tier financial institutions, and are significantly remunerated based on the CDI rate, which averaged 99.04% of CDI a month during the three-month period ended on March 31, Trade accounts receivable, net The following are the amounts receivable in national and foreign markets: Individual 03/31/ /31/ /31/ /31/2016 National market 419, , , ,464 Foreign market 681 1,268 18,375 22,819 Gross trade accounts receivable 419, , , ,283 (-) Allowances for doubtful accounts (74,569) (84,293) (97,678) (105,183) Net trade accounts receivable 345, , , ,100 Current assets 308, , , ,187 Non-current assets 36,929 35,842 37,609 36,913 The following are the aging list amounts, net of the allowance for doubtful accounts, as of March 31, 2017 and December 31, 2016: Individual 03/31/ /31/ /31/ /31/2016 Falling due 297, , , ,267 Overdue 1 to 30 days 26,585 21,263 34,226 28, to 60 days 14,950 8,711 19,560 11, to 90 days 5,148 5,743 7,792 7, to 180 days 11,970 10,563 15,838 13, to 360 days 22,588 23,007 27,898 27,058 More than 360 days 41,044 48,843 59,007 67,674 Gross accounts receivable 419, , , ,283 (-) allowances for doubtful accounts (74,569) (84,293) (97,678) (105,183) Net accounts receivable 345, , , ,100 Changes in the allowances for doubtful accounts are as follows: 03/31/2017 Individual Balance at the beginning of the year 84, ,183 Additional provision during the period 5,792 8,833 Written off due to use (15,516) (16,338) Balance as of March 31 74,569 97,678 29

32 Management believes that the risk related to trade accounts receivable is minimized by the fact that the Company s customer portfolio is diluted, except for accounts receivable from the logistic distributor of Bematech and some relevant customers, which cumulatively representing 9.5% of consolidated trade accounts receivable as of March 31, The Company does not require any guarantee on installment sales. 6. Inventories, net The breakdown of the inventories, which the consolidated position comes from the subsidiary Bematech is as follows: 03/31/ /31/2016 Finished products 8,671 6,360 Work in progress Raw materials 14,187 15,640 Products for resale and others 4,229 5,675 Parts for technical assistance 1,210 1,346 Advance to suplliers 5,577 - (-) Provision for adjustment to realizable value (1,033) (944) 32,971 28, Taxes recoverable The following are the amounts of taxes recoverable: Individual 03/31/ /31/ /31/ /31/2016 State value added tax - ICMS (a) ,967 46,324 Tax on manufactured products - IPI ,555 Withholding income social contribution taxes (b) 6,796 40,908 15,073 50,768 Income and social contribution credits (c) 75,198 32,084 82,757 36,588 Withholding PIS and COFINS taxes 477-2,739 4,032 Other 1 1 4,578 3,826 82,472 72, , ,093 Current 82,472 72, , ,521 Non-current ,067 21,572 (a) This refers to the accumulated ICMS credits of the subsidiary Bematech. These credits come from the hardware operation that benefits from investments granted by the State of Paraná. The Company and its subsidiary maintains studies jointly with their legal counsel to realize these credits. 30