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6-K 1 dp198411_6k.htm FORM 6-K

 

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 6-K

 

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

SECURITIES EXCHANGE ACT OF 1934

 

For the month of August, 2023

 

 

 

Commission File Number: 001-38714

 

STONECO LTD. 

(Exact name of registrant as specified in its charter)

 

4th Floor, Harbour Place 

103 South Church Street, P.O. Box 10240 

Grand Cayman, KY1-1002, Cayman Islands 

+55 (11) 3004-9680 

(Address of principal executive office)

 

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

 

Form 20-F

  Form 40-F  

 

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

 

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

 

 

 

 


STONECO LTD.

 

INCORPORATION BY REFERENCE

 

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-265382) of StoneCo Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 


SIGNATURE

 

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

 

    StoneCo Ltd.
     
     
      By: /s/ Pedro Zinner
        Name: Pedro Zinner
        Title: Chief Executive Officer

 

Date: August 16, 2023

 


EXHIBIT INDEX

 

Exhibit No. Description
99.1 StoneCo Ltd. – Unaudited Interim Condensed Consolidated Financial Statements For The Six Months Ended June 30, 2023.

 

EX-99.1 2 dp198411_ex9901.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Unaudited Interim Condensed

 

Consolidated Financial Statements

 

StoneCo Ltd.

 

June 30, 2023

 

 


Index to Consolidated Financial Statements

 

Interim Condensed Consolidated Financial Statements   Page
Report on review of interim condensed consolidated financial information   F-3
Unaudited interim consolidated statement of financial position as of June 30, 2023 and December 31, 2022   F-4
Unaudited interim consolidated statement of profit or loss for the six and three months ended June 30, 2023 and 2022   F-5
Unaudited interim consolidated statement of other comprehensive income for the six and three months ended June 30, 2023 and 2022   F-6
Unaudited interim consolidated statement of changes in equity for the six months ended June 30, 2023 and 2022   F-7
Unaudited interim consolidated statement of cash flows for the six months ended June 30, 2023 and 2022   F-8
Notes to unaudited interim condensed consolidated financial statements June 30, 2023   F-9

  

 


São Paulo Corporate Towers

Av. Presidente Juscelino Kubitschek, 1.909

Vila Nova Conceição

04543-011 - São Paulo – SP - Brasil

Tel: +55 11 2573-3000

ey.com.br

 

 

 

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

To the Shareholders and Management of

 

StoneCo Ltd

 

Introduction

 

We have reviewed the accompanying interim condensed consolidated financial statements of StoneCo Ltd (the “Company”) as at June 30, 2023 which comprise the interim consolidated statement of financial position as at June 30, 2023 and the related interim consolidated statements of profit or loss and of other comprehensive income for the three and six-month periods then ended, and of changes in equity and cash flows for the six-month period then ended and explanatory notes.

 

Management is responsible for the preparation and presentation of this interim consolidated financial information in accordance with IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on this interim consolidated financial information based on our review.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB).

 

São Paulo, August 11, 2023.

 

ERNST & YOUNG

 

Auditores Independentes S/S Ltda.

 

 

 

StoneCo Ltd.

Unaudited interim consolidated statement of financial position

As of June 30, 2023 and December 31, 2022

(In thousands of Brazilian Reais)

    Notes   June 30, 2023   December 31, 2022
Assets                        
Current assets                        
Cash and cash equivalents     4       2,202,713       1,512,604  
Short-term investments     5.1       3,493,438       3,453,772  
Financial assets from banking solutions     5.4       4,099,308       3,960,871  
Accounts receivable from card issuers     5.2.1       18,503,084       20,694,523  
Trade accounts receivable     5.3.1       440,946       484,722  
Recoverable taxes     6       220,054       150,956  
Prepaid expenses             126,777       129,256  
Derivative financial instruments     5.6       21,991       36,400  
Other assets             281,789       236,099  
              29,390,100       30,659,203  
Non-current assets                        
Long-term investments     5.1       33,077       214,765  
Accounts receivable from card issuers     5.2.1       70,329       54,334  
Trade accounts receivable     5.3.1       33,193       37,324  
Receivables from related parties     10.1       11,984       10,053  
Deferred tax assets     7.2       558,055       679,971  
Prepaid expenses             57,297       101,425  
Other assets             91,763       105,101  
Investment in associates             107,237       109,754  
Property and equipment     8.1       1,700,423       1,641,178  
Intangible assets     9.1       8,697,243       8,632,332  
              11,360,601       11,586,237  
                         
Total assets             40,750,701       42,245,440  
                         
Liabilities and equity                        
Current liabilities                        
Deposits from banking customers     5.4       3,918,621       4,023,679  
Accounts payable to clients     5.2.2       15,530,175       16,578,738  
Trade accounts payable             423,380       596,044  
Loans and financing     5.5.1       1,591,316       1,847,407  
Obligations to FIDC quota holders     5.5.1       318,021       975,248  
Labor and social security liabilities             468,030       468,599  
Taxes payable             382,799       329,105  
Derivative financial instruments     5.6       340,238       209,714  
Other liabilities             134,627       145,605  
              23,107,207       25,174,139  
Non-current liabilities                        
Accounts payable to clients     5.2.2       25,640       35,775  
Loans and financing     5.5.1       2,527,501       2,728,470  
Deferred tax liabilities     7.2       504,888       500,247  
Provision for contingencies     11.2       212,505       210,376  
Labor and social security liabilities             14,112       35,842  
Other liabilities             604,906       610,567  
              3,889,552       4,121,277  
                         
Total liabilities             26,996,759       29,295,416  
                         
Equity     12                  
Issued capital     12.1       76       76  
Capital reserve     12.2       13,888,793       13,818,819  
Treasury shares     12.3       (15,815 )     (69,085 )
Other comprehensive income             (283,935 )     (432,701 )
Retained earnings (accumulated losses)             108,805       (423,203 )
Equity attributable to controlling shareholders             13,697,924       12,893,906  
Non-controlling interests             56,018       56,118  
Total equity             13,753,942       12,950,024  
                         
Total liabilities and equity             40,750,701       42,245,440  

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

 

F-4

StoneCo Ltd.

Unaudited interim consolidated statement of profit or loss

For the six and three months ended June 30, 2023 and 2022

(In thousands of Brazilian Reais, unless otherwise stated)

        Six months ended June 30,   Three months ended June 30,
    Notes   2023   2022   2023   2022
                                         
Net revenue from transaction activities and other services     14.1       1,573,125       1,161,814       840,069       606,894  
Net revenue from subscription services and equipment rental     14.1       902,459       869,991       457,330       437,840  
Financial income     14.1       2,837,639       2,054,743       1,462,595       1,104,993  
Other financial income     14.1       353,216       287,855       194,789       154,417  
Total revenue and income             5,666,439       4,374,403       2,954,783       2,304,144  
                                         
Cost of services     15       (1,406,579 )     (1,300,538 )     (685,302 )     (626,170 )
Administrative expenses     15       (601,948 )     (510,269 )     (303,900 )     (272,020 )
Selling expenses     15       (801,819 )     (719,664 )     (411,891 )     (335,922 )
Financial expenses, net     16       (1,997,483 )     (1,662,958 )     (1,073,844 )     (954,711 )
Mark-to-market on equity securities designated at FVPL     15       30,574       (850,079 )           (527,083 )
Other income (expenses), net     15       (158,251 )     (102,142 )     (56,747 )     (70,315 )
              (4,935,506 )     (5,145,650 )     (2,531,684 )     (2,786,221 )
                                         
Loss on investment in associates             (1,848 )     (2,001 )     (826 )     (1,324 )
Profit (loss) before income taxes             729,085       (773,248 )     422,273       (483,401 )
                                         
Current income tax and social contribution     7.1       (117,753 )     (152,354 )     (74,199 )     (84,544 )
Deferred income tax and social contribution     7.1       (78,431 )     123,304       (40,863 )     78,685  
Net income (loss) for the period             532,901       (802,298 )     307,211       (489,260 )
                                         
Net income (loss) attributable to:                                        
Controlling shareholders             532,008       (800,614 )     305,369       (487,390 )
Non-controlling interests             893       (1,684 )     1,842       (1,870 )
              532,901       (802,298 )     307,211       (489,260 )
                                         
Earnings (loss) per share                                        
Basic earnings (loss) per share for the period attributable to controlling shareholders (in Brazilian Reais)     13       R$ 1.70       R$ (2.57)       R$ 0.98       R$ (1.56)  
Diluted earnings (loss) per share for the period attributable to controlling shareholders (in Brazilian Reais)     13       R$ 1.57       R$ (2.57)       R$ 0.90       R$ (1.56)  

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

 

F-5

StoneCo Ltd.

Unaudited interim consolidated statement of other comprehensive income

For the six and three months ended June 30, 2023 and 2022

(In thousands of Brazilian Reais)

        Six months ended June 30,   Three months ended June 30,
    Notes   2023   2022   2023   2022
Net income (loss) for the period             532,901       (802,298 )     307,211       (489,260 )
Other comprehensive income                                        
                                         
Other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods (net of tax):                                        
                                         
Changes in the fair value of accounts receivable from card issuers at fair value through other comprehensive income             92,298       (55,789 )     31,738       (25,155 )
Exchange differences on translation of foreign operations             (8,768 )     (17,089 )     (4,303 )     8,602  
Changes in the fair value of cash flow hedge     5.6.1       65,457       (175,107 )     (40,524 )     (86,535 )
                                         
Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods (net of tax):                                        
Net monetary position in hyperinflationary economies             920       1,987       62       1,112  
Changes in the fair value of equity instruments designated at fair value through other comprehensive income     5.1       (1,141 )     (1,345 )     (748 )     (1,345 )
Other comprehensive income (loss) for the period, net of tax             148,766       (247,343 )     (13,775 )     (103,321 )
                                         
Total comprehensive income (loss) for the period, net of tax             681,667       (1,049,641 )     293,436       (592,581 )
                                         
Total comprehensive income (loss) attributable to:                                        
Controlling shareholders             680,774       (1,046,424 )     291,594       (595,405 )
Non-controlling interests             893       (3,217 )     1,842       2,824  
Total comprehensive income (loss) for the period, net of tax             681,667       (1,049,641 )     293,436       (592,581 )

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

 

F-6

StoneCo Ltd.

Unaudited interim consolidated statement of changes in equity

For the six months ended June 30, 2023 and 2022

(In thousands of Brazilian Reais)

      Attributable to controlling shareholders        
          Capital reserve                        
  Notes   Issued capital   Additional paid-in capital   Transactions among shareholders   Special reserve   Other reserves   Total   Treasury shares   Other comprehensive income   Retained earnings   Total   Non-controlling interest   Total

                                                   
Balance as of December 31, 2021     76   13,825,325   299,701   61,127   354,979   14,541,132   (1,065,184)   (35,792)   96,214   13,536,446   90,774   13,627,220
Net income (loss) for the period                     (800,614)   (800,614)   (1,684)   (802,298)
Other comprehensive income (loss) for the period                   (245,810)     (245,810)   (1,533)   (247,343)
Total comprehensive income                   (245,810)   (800,614)   (1,046,424)   (3,217)   (1,049,641)
Treasury shares - delivered on business combination and sold         (703,656)       (703,656)   873,520       169,864     169,864
Equity transaction related to put options over non-controlling interest             (166,811)   (166,811)         (166,811)     (166,811)
Share-based payments             76,955   76,955         76,955   10   76,965
Non-controlling interests arising on a business combination                         (941)   (941)
Dividends paid                         (933)   (933)
Others                         7   7
Balance as of June 30, 2022     76   13,825,325   (403,955)   61,127   265,123   13,747,620   (191,664)   (281,602)   (704,400)   12,570,030   85,700   12,655,730
                                                   
Balance as of December 31, 2022     76   13,825,325   (445,062)   61,127   377,429   13,818,819   (69,085)   (432,701)   (423,203)   12,893,906   56,118   12,950,024
Net income (loss) for the period                     532,008   532,008   893   532,901
Other comprehensive income (loss) for the period                   148,766     148,766     148,766
Total comprehensive income                   148,766   532,008   680,774   893   681,667
Share-based payments             136,991   136,991         136,991   (114)   136,877
Issuance of shares for business combination         (47,591)     (4,873)   (52,464)   53,270       806     806
Equity transaction related to put options over non-controlling interest             (14,531)   (14,531)         (14,531)   1,007   (13,524)
Equity transaction with non-controlling interests                         49   49
Dividends paid                         (1,935)   (1,935)
Others         (22)       (22)         (22)     (22)
Balance as of June 30, 2023     76   13,825,325   (492,675)   61,127   495,016   13,888,793   (15,815)   (283,935)   108,805   13,697,924   56,018   13,753,942

 

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

 

F-7

StoneCo Ltd.

Unaudited interim consolidated statement of cash flows

For the six months ended June 30, 2023 and 2022

(In thousands of Brazilian Reais)

        Six months ended June 30,
    Notes   2023   2022
Operating activities                        
Net income (loss) for the period             532,901       (802,298 )
Adjustments to reconcile net income (loss) for the period to net cash flows:                        
Depreciation and amortization     8.2       434,182       381,743  
Deferred income tax and social contribution     7.1       78,431       (123,304 )
Loss on investment in associates             1,848       2,001  
Interest, monetary and exchange variations, net             (175,839 )     (221,463 )
Provision for contingencies     11.2       5,099       1,580  
Share-based payments expense             120,525       76,965  
Allowance for expected credit losses             32,465       51,395  
Loss on disposal of property, equipment and intangible assets     18.4       45,065       23,984  
Effect of applying hyperinflation             1,195       1,525  
Fair value adjustment in financial instruments at FVPL     18.1       93,997       1,137,182  
Fair value adjustment in derivatives             8,615       64,905  
Other             1,217        
Working capital adjustments:                        
Accounts receivable from card issuers             3,900,802       2,639,765  
Receivables from related parties             11,627       6,338  
Recoverable taxes             (60,054 )     (37,228 )
Prepaid expenses             46,607       114,062  
Trade accounts receivable, banking solutions and other assets             (10,534 )     465,068  
Accounts payable to clients             (3,794,545 )     (3,138,412 )
Taxes payable             92,626       183,950  
Labor and social security liabilities             (7,632 )     92,917  
Payment of contingencies     11.2       (16,869 )     (2,944 )
Trade accounts payable and other liabilities             (2,094 )     16,217  
Interest paid             (437,099 )     (252,166 )
Interest income received, net of costs     18.1       1,145,657       914,594  
Income tax paid             (47,294 )     (86,601 )
Net cash (used in) / provided by in operating activities             2,000,899       1,509,775  
Investing activities                        
Purchases of property and equipment     18.4       (536,511 )     (305,592 )
Purchases and development of intangible assets     18.4       (212,072 )     (153,078 )
Proceeds from (acquisition of) short-term investments, net             106,346       (404,932 )
Acquisition of equity securities                   (15,000 )
Proceeds from disposal of long-term investments – equity securities     5.1       218,105       180,596  
Proceeds from the disposal of non-current assets     18.4       245       20,552  
Acquisition of subsidiary, net of cash acquired                   (62,373 )
Payment for interest in associates and subsidiaries             (32,562 )     (21,551 )
Net cash (used in) provided by investing activities             (456,449 )     (761,378 )
Financing activities                        
Proceeds from borrowings     5.5.1       2,798,229       2,749,993  
Payment of borrowings             (2,981,210 )     (3,598,552 )
Payment to FIDC quota holders             (645,000 )     (625,000 )
Payment of leases     5.5.1       (40,755 )     (45,423 )
Sale of own shares                   53,406  
Acquisition of non-controlling interests             (1,175 )     (691 )
Dividends paid to non-controlling interests             (1,935 )     (933 )
Net cash (used in) provided by financing activities             (871,846 )     (1,467,200 )
Effect of foreign exchange on cash and cash equivalents             17,505       10,005  
Change in cash and cash equivalents             690,109       (708,798 )
Cash and cash equivalents at beginning of period     4       1,512,604       4,495,645  
Cash and cash equivalents at end of period     4       2,202,713       3,786,847  
Change in cash and cash equivalents             690,109       (708,798 )

 

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

 

 

F-8

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

1. Operations

 

StoneCo Ltd. (the “Company”), is a Cayman Islands exempted company with limited liability, incorporated on March 11, 2014. The registered office of the Company is located at 4th Floor, Harbour Place 103 South Church Street, P.O. box 10240 Grand Cayman E9 KY1-1002.

 

On November 29, 2022, the Company announced that the Brazilian Central Bank (“BACEN”) has approved the technical requirement of change of control submitted by the Company amid a corporate restructuring involving the conversion of Eduardo Pontes interests in Company´s Class B super-voting shares from HR Holdings, LLC (which were held indirectly through holding companies) into Class A shares directly owned by his family vehicles ("Corporate Restructuring”).

 

As a result of the Corporate Restructuring, there was a decrease in the concentration of votes held by the Company’s founding shareholders and HR Holdings, LLC became the owner of 31% of the Company’s voting power, whose ultimate parent is an investment fund, the VCK Investment Fund Limited SAC A, owned by the co-founder of the Company, Andre Street.

 

The Company’s shares are publicly traded on Nasdaq (under the ticker STNE) and depositary receipts “BDRs” representing the Company’s shares are traded on the São Paulo exchange B3 (under the ticker STOC31).

 

The Company and its subsidiaries (collectively, the “Group”) provide financial services and software solutions to clients across in-store, mobile and online devices helping them to better manage their businesses, become more productive and sell more - both online and offline.

 

The interim condensed consolidated financial statements of the Group for the six months ended June 30, 2023 and 2022 were approved by the Audit Committee on August 11, 2023.

 

1.1. Seasonality of operations

 

The Group’s revenues are subject to seasonal fluctuations as a result of consumer spending patterns. Historically, revenues have been strongest during the last quarter of the year as a result of higher sales during the Brazilian holiday season. This is due to the increase in the number and amount of electronic payment transactions related to seasonal retail events. Adverse events that occur during these months could have a disproportionate effect on the results of operations for the entire fiscal year. As a result of seasonal fluctuations caused by these and other factors, results for an interim period may not be indicative of those expected for the full fiscal year.

 

2. Basis of preparation and changes to the Group’s accounting policies and estimates

 

2.1. Basis of preparation

 

The interim condensed consolidated financial statements for the six months ended June 30, 2023 have been prepared in accordance with IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (“IASB”).

 

The interim condensed consolidated financial statements are presented in Brazilian Reais (“R$”), and all values are rounded to the nearest thousand (R$ 000), except when otherwise indicated.

 

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2022.

 

The accounting policies adopted in this interim reporting period are consistent with those of the previous financial year.

 

2.2. Estimates

 

The preparation of the Group’s financial statements requires management to make judgments and estimates and to adopt assumptions that affect the amounts presented referring to revenues, expenses, assets and liabilities at the financial statement date. Actual results may differ from these estimates.

 

 

F-9

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

The judgements, estimates and assumptions are frequently revised, and any effects are recognized in the revision period and in any future affected periods. The objective of these revisions is mitigating the risk of material differences between the estimated and actual results in the future.

 

In preparing these interim condensed consolidated financial statements, the significant judgements and estimates made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that are set the consolidated financial statements for the year ended December 31, 2022, with no changes except for updates described in Note 11.1.

 

3. Group information

 

3.1. Subsidiaries

 

In accordance with IFRS 10 - Consolidated Financial Statements, subsidiaries are all entities in which StoneCo Ltd. holds control.

 

The following table shows the main consolidated entities, which correspond to the Group’s most relevant operating vehicles.

 

        % of Group's equity interest
Entity name   Principal activities   June 30, 2023   December 31, 2022
Stone Instituição de Pagamento S.A. (“Stone Pagamentos”)   Merchant acquiring   100.00   100.00
Pagar.me Instituição de Pagamento S.A. (“Pagar.me”)   Merchant acquiring   100.00   100.00
Stone Sociedade de Crédito Direto S.A. (“Stone SCD”)   Financial services   100.00   100.00
Linx Sistemas e Consultoria Ltda. (“Linx Sistemas”)   Technology services   100.00   100.00
Fundo de Investimento em Direitos Creditórios - Bancos Emissores de Cartão de Crédito - Stone III   Investment fund   100.00   100.00
Tapso Fundo de Investimento em Direitos Creditórios (“FIDC TAPSO”)   Investment fund   100.00   100.00

 

During the quarter we consummated a reorganization of the businesses carried out by our former subsidiary Cappta S.A. As a result of the reorganization, we no longer have an interest in the activities of providing technology solutions for payments in installments and we increased to 100% our interest in the technology solutions for electronic transfers. Both activities were up to June 30, 2023, carried out by Cappta of which we owned 59.6%. As a result of the transaction, we no longer have an investment in Cappta and we have a 100% interest in Stef S.A. The transaction did not have any material impact on our financial statements.

 

During the six months ended June 30, 2023 there were no other corporate reorganizations that changes the interests held by the Company in its subsidiaries.

 

The Group holds call options to acquire additional interests in some of its subsidiaries (Note 5.6) and issued put options to non-controlling investors (Note 5.9).

 

3.2. Associates

 

        % Group's equity interest
Entity name   Principal activities   June 30, 2023   December 31, 2022
Alpha-Logo Serviços de Informática S.A. (“Tablet Cloud”)   Technology services   25.00   25.00
Trinks Serviços de Internet S.A. (“Trinks”)   Technology services   19.90   19.90
Neostore Desenvolvimento de Programas de Computador S.A. (“Neomode”)   Technology services   40.02   40.02
Dental Office S.A. (“RH Software”)   Technology services   20.00   20.00
APP Sistemas S.A. (“APP”) (a)   Technology services   19.90   20.00
Delivery Much Tecnologia S.A. (“Delivery Much”)   Food delivery marketplace   29.50   29.50
StoneCo CI Ltd ("Creditinfo Caribean")   Holding  - Credit Bureau services   47.75   47.75

 

(a) In April 2023, our ownership in APP was diluted by the issuance of new shares under a long-term incentive program, admitting in a new shareholder.

 

The Group holds call options to acquire additional interests in some of its associates (Note 5.6.).

 

 

F-10

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

4. Cash and cash equivalents

 

    June 30, 2023   December 31, 2022
Short-term bank deposits - denominated in R$     2,154,190       1,388,616  
Short-term bank deposits - denominated in US$     48,495       123,959  
Short-term bank deposits - denominated in other currencies     28       29  
      2,202,713       1,512,604  

 

5. Financial instruments

 

5.1. Short and Long-term investments

 

    Short-term   Long-term  

June 30, 2023

    Listed securities   Unlisted securities   Listed securities   Unlisted securities  
                     
Bonds(a)                    
Brazilian sovereign bonds   1,000,883         1,000,883
Structured notes linked to Brazilian sovereign bonds     2,434,569       2,434,569
Corporate bonds   56,785         56,785
Equity securities(b)         33,077   33,077
Investment funds(c)     1,201       1,201
    1,057,668   2,435,770     33,077   3,526,515

 

    Short-term   Long-term  

December 31, 2022

    Listed securities   Unlisted securities   Listed securities   Unlisted securities  
Bonds(a)                    
Brazilian sovereign bonds   926,559         926,559
Structured notes linked to Brazilian sovereign bonds     2,176,019       2,176,019
Corporate bonds   349,540         349,540
Equity securities(b)       182,139   32,626   214,765
Investment funds(c)     1,654       1,654
    1,276,099   2,177,673   182,139   32,626   3,668,537

 

(a) As of June 30, 2023, bonds of listed securities are mainly indexed to CDI and Selic.

 

(b) Comprised of ordinary shares of listed and unlisted entities. These assets are measured at fair value, and the Group elected asset by asset the recognition of the changes in fair value of the existing listed and unlisted equity instruments through profit or loss (“FVPL”) or other comprehensive income (“FVOCI”). The fair value of unlisted equity instruments as of June 30, 2023, was determined based on the most recently completed annual valuation reports and any subsequent negotiations of the securities.

 

Assets at FVPL

 

Comprised of Banco Inter S.A. (“Banco Inter”)´s shares, acquired on June, 2021. During the first quarter of 2023, the Group sold its remaining stake in Banco Inter, representing 16.8 million shares. The shares were sold at a price of R$ 12.96, equivalent to R$ 218,105. The change in fair value of equity securities at FVPL for the six months ended June 30, 2023 was a gain of R$ 30,574 (for the six months ended June 30, 2022 was a loss of R$ 850,079), which was recognized in the statement of profit or loss.

 

Assets at FVOCI

 

On June 30, 2023, comprised mainly of ordinary shares in entities that are not traded in an active market. The change in fair value of equity securities at FVOCI for the six months ended June 30, 2023 was R$ (1,141), (R$ (1,345) for the six months ended June 30, 2022), which was recognized in other comprehensive income.

 

(c) Comprised of foreign investment fund shares.

 

Short and Long-term investments are denominated in Brazilian reais and U.S. dollars.

 

 

F-11

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

5.2. Accounts receivable from card issuers and accounts payable

 

5.2.1. Composition of accounts receivable from card issuers

 

Accounts receivable are amounts due from card issuers and acquirers regarding the transactions of clients with card holders, performed in the ordinary course of business.

 

    June 30, 2023   December 31, 2022
Accounts receivable from card issuers (a)     18,010,892       20,053,392  
Accounts receivable from other acquirers (b)     585,337       718,228  
Allowance for expected credit losses     (22,816 )     (22,763 )
      18,573,413       20,748,857  
Current     18,503,084       20,694,523  
Non-current     70,329       54,334  

 

(a) Accounts receivable from card issuers, net of interchange fees, as a result of processing transactions with clients.

 

(b) Accounts receivable from other acquirers related to PSP (Payment Service Provider) transactions.

 

Part of the cash needs by the Group to advance payments to acquiring customers are met by the definitive sale of receivables to third parties. When such sale of receivables is carried out to entities in which we have subordinated shares or quotas, the receivables sold remain in our balance sheet, as these entities are consolidated in our financial statements. As of June 30, 2023 a total of R$ 325,420 are consolidated through Fundo de Investimento em Direitos Creditórios - Bancos Emissores de Cartão de Crédito - Stone III (“FIDC AR III”), of which the Group has subordinated shares (December 31, 2022 - R$ 1,116,264). When the sale of receivables is carried out to entities we do not control and in transactions where we do not have continuous involvement, the amounts transferred are derecognized from the accounts receivable from card issuers. As of June 30, 2023, the sale of receivables that were derecognized from accounts receivables from card issuers in our balance sheet represent the main form of funding used by the Group to fund our prepayment business.

 

Accounts receivable held by FIDCs guarantee the obligations to FIDC quota holders.

 

5.2.2. Accounts payable to clients

 

Accounts payable to clients represent amounts due to accredited clients related to credit and debit card transactions, net of interchange fees retained by card issuers and assessment fees paid to payment scheme networks as well as the Group’s net merchant discount rate fees which are collected by the Group as an agent.

 

5.3. Trade accounts receivable

 

5.3.1. Composition of trade accounts receivable

 

Trade accounts receivables are amounts due from clients mainly related to subscription services and equipment rental.

 

    June 30, 2023   December 31, 2022
Accounts receivable from subscription services     276,482       294,516  
Accounts receivable from equipment rental     129,964       135,479  
Chargeback     60,883       58,302  
Services rendered     40,573       36,089  
Receivables from registry operation     20,426       35,150  
Loans designated at FVPL     2,384       26,866  
Allowance for expected credit losses     (104,346 )     (108,434 )
Others     47,773       44,078  
      474,139       522,046  
                 
Current     440,946       484,722  
Non-current     33,193       37,324  

 

F-12

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

5.4. Financial assets from banking solutions and deposits from banking customers

 

As required by the BACEN regulation, the financial assets arising from banking solutions must be deposited in accounts custody by the BACEN or invested in Brazilian National Treasury Bonds, in order to guarantee the deposits from banking customers.

 

In June 30, 2023, the balances in transit were R$ 86,573 (December 31, 2022 - R$ 243,782).

 

5.5. Loans and financing and Obligations to FIDC quota holders

 

5.5.1. Changes in loans and financing and obligations to FIDC quota holders

 

    December 31, 2022   Additions   Disposals   Payment   Changes in Exchange Rates   Interest   June 30, 2023
Obligations to FIDC AR III quota holders (Note 5.5.2.1)     952,780                   (681,441 )           46,682       318,021  
Obligations to FIDC TAPSO quota holders (Note 5.5.2.2)     22,468                   (23,021 )           553        
Leases (Note 5.5.2.3)     200,147       58,610       (23,243 )     (40,755 )     (204 )     7,737       202,292  
Bonds (Note 5.5.2.4)     2,587,303                   (47,856 )     (199,349 )     49,990       2,390,088  
Bank borrowings (Note 5.5.2.5)     1,788,427       2,798,229             (3,155,919 )     4,748       90,952       1,526,437  
      5,551,125       2,856,839       (23,243 )     (3,948,992 )     (194,805 )     195,914       4,436,838  
Current     2,822,655                                               1,909,337  
Non-current     2,728,470                                               2,527,501  

 

5.5.2. Description of loans and financing and obligations to FIDC quota holders

 

In the ordinary course of the business, the Group funds its prepayment business through a mix of own cash, debt and receivables sales.

 

5.5.2.1. Obligations to FIDC AR III quota holders

 

In August 2020, the first series of FIDC AR III senior quotas was issued, with an amount of up to R$ 2,500,000, and maturity in August 2023. They were issued for 36 months, with a grace period of 15 months to repay the principal amount. During the grace period, the payment of interest is made every three months. After this period, the amortization of the principal and the payment of interest is every three months. The benchmark return rate is CDI + 1.5% per year.

 

Payments of R$ 625,000 refers to the amortization of the principal and R$ 56,441 refer to the payment of interest of the first series of FIDC AR III.

 

5.5.2.2. Obligations to FIDC TAPSO quota holders

 

In March 2021, the Group negotiated an amendment of the contract to postpone the payment date of the principal to March 2022 and the benchmark return rate became 100% of the CDI + 1.50% per year.

 

In February 2022, the Group negotiated an amendment of the contract to postpone the payment date of the principal to March 2023 and the benchmark return rate became 100% of the CDI + 1.80% per year. The mezzanine quotas were settled on March 2, 2023.

 

 

F-13

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

5.5.2.3. Leases

 

The Group has lease contracts for various items of offices, vehicles and software in its operations. The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets.

 

5.5.2.4. Bonds

 

Bonds were issued in 2021, raising USD 500 million in 7-year notes with a final yield of 3.95%. The total issuance was R$ 2,510,350 (R$ 2,477,408 net of the offering transaction costs, which will be amortized over the course of the debt). The Group has entered into a hedge to protect its currency risk, see Note 5.6.1.

 

5.5.2.5. Bank borrowings

 

The Group issued CCBs (bilateral unsecured term loans), with multiple counterparties and maturities up to 12 months. The principal and the interests of this type of loan are mainly paid at maturity. The proceeds of these loans were used mainly for the advance payments to acquiring customers.

 

5.6. Derivative financial instruments, net

 

    June 30, 2023   December 31, 2022
Cross-currency interest rate swap used as hedge accounting instrument (Note 5.6.1)     (322,863 )     (190,902 )
Derivatives used as economic hedge instrument (Note 5.6.2)     (9,781 )     (6,395 )
Call options to acquire additional interest in subsidiaries     14,397       23,983  
Derivative financial instruments, net     (318,247 )     (173,314 )

 

5.6.1 Hedge accounting

 

During 2021, the Group entered into hedge operations to protect its inaugural dollar bonds (Note 5.5.2.4), subject to foreign exchange exposure using cross-currency interest rate swap contracts. Additionally, in May 2023, the Group entered into hedge operations to protect bank borrowings (Note 5.5.2.5.), subject to foreign exchange exposure using cross-currency interest rate swap contracts. The transactions have been designated for hedge accounting and classified as cash flow hedge of the variability of the designated cash flows of the dollar denominated bonds / bank borrowings due to changes in the exchange rate. The effective portion of the derivative's gain or loss is initially reported as a component of accumulated other comprehensive income, recorded in a specific equity account, and subsequently reclassified into earnings in the same period the hedge object affects earnings, while any ineffective portion, when applicable, is immediately recognized in profit or loss. The details of the cross-currency swaps and their financial position as of June 30, 2023, are presented as follows.

 

Notional in US$   Notional in R$   Pay rate in local currency   Trade date   Due date   Fair value as of June 30, 2023 – Asset (Liability)   Gain (Loss) recognized in income in six months ended June 30, 2023(a)   Gain recognized in OCI in six months ended June 30, 2023(b)   Fair value as of December 31, 2022 – Asset (Liability)
50,000   248,500   CDI + 2.94%   June 23, 2021   June 16, 2028   (29,144)   (73,380)   6,085   (15,274)
50,000   247,000   CDI + 2.90%   June 24, 2021   June 16, 2028   (28,631)   (59,104)   6,160   (14,836)
50,000   248,500   CDI + 2.90%   June 24, 2021   June 16, 2028   (29,710)   (59,124)   6,207   (15,961)
75,000   375,263   CDI + 2.99%   June 30, 2021   June 16, 2028   (46,661)   (29,933)   9,451   (26,179)
50,000   250,700   CDI + 2.99%   June 30, 2021   June 16, 2028   (31,485)   (19,956)   6,317   (17,846)
50,000   250,110   CDI + 2.98%   June 30, 2021   June 16, 2028   (31,060)   (43,285)   6,298   (17,403)
25,000   127,353   CDI + 2.99%   July 15, 2021   June 16, 2028   (17,142)   (9,978)   3,210   (10,374)
25,000   127,353   CDI + 2.99%   July 15, 2021   June 16, 2028   (17,209)   (9,978)   3,224   (10,455)
50,000   259,890   CDI + 2.96%   July 16, 2021   June 16, 2028   (38,138)   (19,956)   6,611   (24,793)
25,000   131,025   CDI + 3.00%   August 6, 2021   June 16, 2028   (18,835)   (9,978)   3,244   (12,101)
25,000   130,033   CDI + 2.85%   August 10, 2021   June 16, 2028   (19,605)   (9,978)   3,290   (12,917)
25,000   130,878   CDI + 2.81%   August 11, 2021   June 16, 2028   (19,466)   (9,978)   3,275   (12,763)
50,000   248,500   CDI + 1.80%   May 22, 2023   November 22, 2023   4,223   2,138   2,085  
                Net amount   (322,863)   (352,490)   65,457   (190,902)

 

(a) Recognized in the statement of profit or loss, in “Financial expenses, net”. The amount recognized during the six months ended June 30, 2022 was a loss of R$ 173,021.

 

(b) Recognized in equity, in “Other comprehensive income”. The balance in the cash flow hedge reserve as of June 30, 2023 is a loss of R$ 195,909 (June 30, 2022 - loss of R$ 175,107).

 

 

F-14

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

Additionally, in 2023 the Group paid R$ 155,072, on coupon payments of the cross-currency swaps described above.

 

5.6.2 Economic hedge

 

5.6.2.1 Currency hedge

 

The Group is party to non-deliverable forward (“NDF”) contracts with different counterparties approved by the Board of Directors following the Counterparty Policy to hedge its foreign currency risk in U.S. Dollar and Euro. As of June 30, 2023, the Group hedged the notional of US$ 8,171 thousand using NDF contracts with rates between 4.7698 and 5.0492 of Brazilian Reais per each 1.00 U.S. Dollar, and the notional of € 570 thousand using NDF contracts with rates between 5.3040 and 5.4718 of Brazilian Reais per each 1.00 Euro. The maturity of the operations is up to August 2023. In the six months ended June 30, 2023, the amount related to these derivatives recognized in the statement of profit or loss was a gain of R$ 19,212 (gain of R$ 14,631 in the six months ended June 30, 2022).

 

5.6.2.2 Interest rates hedge

 

The Group mitigates the interest rate risk generated by the gap between its prepayments of receivables (fixed rate) and its funding activities (either fixed or floating) with mixed maturities. This hedge is executed over-the-counter ("OTC") with multiple financial institutions following its Counterparty Policy. The contracted annual rate is between 11.3% and 14.3%. The notional of the operations is R$ 5,586 thousand and its maturities are up to December 2024. In the six months ended June 30, 2023, the amount related to these derivatives recognized in the statement of profit or loss was an expense of R$ 11,795 (expense of R$ 2,625 in the six months ended June 30, 2022).

 

5.7. Financial risk management

 

The Group’s activities expose it to market, liquidity, credit, and counterparty risks. The two main market risks for the Group are interest rates and exchange rates. Interest rate risk arises from the fact the Group’s originates assets at fixed rates (credit card prepayment and loans) and funds itself both at fixed and floating rates with unmatched maturities of such assets. The second one is generated by the exchange rates among Brazilian Reais and the currencies of countries where the Groups has subsidiaries in addition to its indebtedness and expenses denominated in other currencies rather than BRL. The Group main liquidity risk is its inability to raise financing to continue its prepayment business, which although is not a legal obligation, is a relevant part of its revenues. has two. The counterparty risk is mainly generated by the counterparties that the Group engage with into financial contracts for hedging, investments and committed funding, in addition to its inherent credit risk exposure to credit card issuers.

 

The Board of Directors has approved policies and limits for its financial risk management. The Group uses financial derivatives only to mitigate market risk exposures. It is the Group’s policy not to engage in derivatives for speculative purposes. Different levels of managerial approval are required for entering into financial instruments depending on its nature and the type of risk associated.

 

Financial risk management is carried out by the global treasury department (“Global Treasury”) at the Group level. Global treasury identifies, evaluates, and hedges financial risks in close co-operation with the Group’s operating units.

 

F-15

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

 

5.8. Financial instruments by category

 

5.8.1 Financial assets by category

 

    Amortized cost   FVPL   FVOCI   Total
At June 30, 2023                                
Short and Long-term investments           3,493,438       33,077       3,526,515  
Financial assets from banking solution           4,099,308             4,099,308  
Accounts receivable from card issuers                 18,573,413       18,573,413  
Trade accounts receivable     471,755       2,384             474,139  
Derivative financial instruments(a)           21,991             21,991  
Receivables from related parties     11,984                   11,984  
Other assets     373,552                   373,552  
      857,291       7,617,121       18,606,490       27,080,902  
                                 
At December 31, 2022                                
Short and Long-term investments           3,636,687       31,850       3,668,537  
Financial assets from banking solution           3,960,871             3,960,871  
Accounts receivable from card issuers     6,992             20,741,865       20,748,857  
Trade accounts receivable     495,180       26,866             522,046  
Derivative financial instruments(a)           36,400             36,400  
Receivables from related parties     10,053                   10,053  
Other assets     341,200                   341,200  
      853,425       7,660,824       20,773,715       29,287,964  

 

(a) Derivative financial instruments as of June 30, 2023 of R$ 322,863 (December 31, 2022 – R$ 190,902) were designated as cash flow hedging instruments, and therefore the effective portion of the hedge is accounted for in the OCI.

 

5.8.2 Financial liabilities by category

 

    Amortized cost   FVPL   Total
At June 30, 2023                        
Deposits from banking customers     3,918,621             3,918,621  
Accounts payable to clients     15,555,815             15,555,815  
Trade accounts payable     423,380             423,380  
Loans and financing     4,118,817             4,118,817  
Obligations to FIDC quota holders     318,021             318,021  
Derivative financial instruments           340,238       340,238  
Other liabilities     134,633       604,900       739,533  
      24,469,287       945,138       25,414,425  
                         
At December 31, 2022                        
Deposits from banking customers     4,023,679             4,023,679  
Accounts payable to clients     16,614,513             16,614,513  
Trade accounts payable     596,044             596,044  
Loans and financing     4,575,877             4,575,877  
Obligations to FIDC quota holders     975,248             975,248  
Derivative financial instruments           209,714       209,714  
Other liabilities     144,893       611,279       756,172  
      26,930,254       820,993       27,751,247  

 

5.9. Fair value measurement

 

5.9.1. Assets and liabilities by fair value hierarchy

 

The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy:

 

 

F-16

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

    June 30, 2023   December 31, 2022
    Fair value   Hierarchy level   Fair value   Hierarchy level
Assets measured at fair value                        
Short and Long-term investments(a)     3,526,515     I /II     3,668,537     I /II
Financial assets from banking solution(b)     4,099,308     I     3,960,871     I
Accounts receivable from card issuers(c)     18,573,413     II     20,741,865     II
Trade accounts receivable (d)     2,384     II / III     26,866     II / III
Derivative financial instruments(e)     21,991     II     36,400     II
      26,223,611           28,434,539      
Liabilities measured at fair value                        
Derivative financial instruments(e)     340,238     II     209,714     II
Other liabilities(f)(g)     604,900     II/III     611,279     II/III
      945,138           820,993      

 

(a) Listed securities are classified as level I and unlisted securities classified as level II, for those the fair value is determined using valuation techniques, which employ the use of market observable inputs.

 

(b) Sovereign bonds are priced using quotations from Anbima public pricing method.

 

(c) For Accounts receivable from card issuers measured at FVOCI, fair value is estimated by discounting future cash flows using market rates for similar items. For those measured at amortized cost, carrying values are assumed to approximate their fair values, taking into consideration the realization of these balances and short settlement terms.

 

(d) Included in Trade accounts receivable there are Loans designated at FVPL with an amount of R$ 2,384. In the six months ended June 30, 2023, this portfolio registered a loss of R$ 7,288 (loss of R$ 287,103 - June 30, 2022), and total net cashflow effect was an inflow of R$ 31,770 (R$ 387,233 - June 30, 2022). Loans fair value are valued using valuation techniques, which employ the use of market unobservable inputs, and therefore is classified as level III in the hierarchy level.

 

(e) The Group enters into derivative financial instruments with financial institutions with investment grade credit ratings. Derivative financial instruments are valued using valuation techniques, which employ the use of market observable inputs.

 

(f) There are contingent considerations included in Other liabilities arising on business combinations that are measured at FVPL. Fair values are estimated in accordance with pre-determined formulas explicit in the contracts with selling shareholders. The significant unobservable inputs used in the fair value measurement of contingent consideration categorized within Level III of the fair value hierarchy are based on projections of revenue, net debt, number of clients, net margin and the discount rates used to evaluate the liability.

 

(g) The Group issued put options over Reclame Aqui’s non-controlling interests, together with the business combination occurred in 2022. The Group does not have a present ownership interest in the shares held by non-controlling shareholders, so the Group has elected as accounting policy for such put options to derecognize the non-controlling interests at each reporting date as if it was acquired at that date and recognize a financial liability at the present value of the amount payable on exercise of the non-controlling interests put option. The difference between the amount recognized as financial liability and the non-controlling interests derecognized at each period is recognized as an equity transaction. The amount of R$ 277,815 was recorded in the consolidated statement of financial position as of June 30, 2023 as a financial liability under Other liabilities (June 30, 2022 - R$ 264,291).

 

As of June 30, 2023, there were no transfers between the fair value measurements of Level I and Level II and between the fair value measurements of Level II and Level III.

 

5.9.2.       Fair value of financial instruments not measured at fair value

 

The table below presents a comparison by class between book value and fair value of the financial instruments of the Group, other than those with carrying amounts that are reasonable approximations of fair values:

 

    June 30, 2023   December 31, 2022
    Book value   Fair value   Book value   Fair value
Financial liabilities                                
Accounts payable to clients(a)     15,555,815       15,074,069       16,614,513       16,025,373  
Loans and financing(b)     4,118,817       3,988,703       4,575,877       4,564,864  
Obligations to FIDC quota holders(b)     318,021       317,861       975,248       973,614  
      19,992,653       19,380,633       22,165,638       21,563,851  

 

(a) The fair value of Accounts payable to clients is estimated by discounting future contractual cash flows at the average of interest rates applicable in prepayment business.

 

(b) The fair values of Loans and financing, and Obligations to FIDC quota holders are estimated by discounting future contractual cash flows at the interest rates available in the market that are available to the Group for similar financial instruments.

 

 

F-17

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

6. Recoverable taxes

 

    June 30, 2023   December 31, 2022
Withholding income tax on financial income(a)     164,933       87,701  
Others withholding income tax     23,595       36,212  
Income tax and social contribution     16,852       9,872  
Contributions over revenue(b)     650       3,410  
Other taxes     14,024       13,761  
      220,054       150,956  
(a) Refers to income taxes withheld on financial income which will be offset against future income tax payable.

 

(b) Refers to credits taken on contributions on gross revenue for social integration program (PIS) and social security (COFINS) to be offset in the following period against taxes payable.

 

7. Income taxes

 

StoneCo Ltd. is domiciled in Cayman and there is no income tax in that jurisdiction. The income earned by StoneCo Ltd. from its operations abroad can be subject to income tax at the main rate of 15%.

 

7.1. Reconciliation of income tax expense

 

Considering the fact that StoneCo Ltd. is an entity located in Cayman which has no Income Tax, for the purpose of the following reconciliation of income tax expense to profit (loss) for the periods ended June 30, 2023 and 2022, it was applied the combined Brazilian statutory rates at 34%.

 

In Brazil such combined rate is applied, in general, to all entities and comprises the Corporate Income Tax (“IRPJ”) and the Social Contribution on Net Income (“CSLL”) on the taxable income of each Brazilian legal entity (not on a consolidated basis).

 

    Six months ended June 30,   Three months ended June 30,
    2023   2022   2023   2022
Profit (loss) before income taxes     729,085       (773,248 )     422,273       (483,401 )
Brazilian statutory rate     34 %     34 %     34 %     34 %
Tax benefit/(expense) at the statutory rate     (247,889 )     262,904       (143,573 )     164,356  
                                 
Additions (exclusions):                                
Profit (loss) from entities subject to different tax rates     46,503       25,274       19,977       (271 )
Profit (loss) from entities subject to different tax rates - Mark to market on equity securities designated at FVPL     10,395       (289,027 )           (179,208 )
Other permanent differences     (1,110 )     (10,570 )     8,245       (8,542 )
Equity pickup on associates     303       (680 )     651       (450 )
Unrecognized deferred taxes     (9,904 )     (22,539 )     (4,965 )     13,123  
Use of previously unrecognized tax losses     1,955       188       1,597       188  
Research and development tax benefits     2,242       4,664       2,242       4,664  
Other tax incentives     1,321       736       764       281  
Total income tax and social contribution benefit/(expense)     (196,184 )     (29,050 )     (115,062 )     (5,859 )
Effective tax rate     26.9 %     n/a       27.2 %     n/a  
                                 
Current income tax and social contribution     (117,753 )     (152,354 )     (74,199 )     (84,544 )
Deferred income tax and social contribution     (78,431 )     123,304       (40,863 )     78,685  
Total income tax and social contribution benefit/(expense)     (196,184 )     (29,050 )     (115,062 )     (5,859 )

 

F-18

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

7.2. Deferred income taxes by nature

 

    December 31, 2022   Recognized against other comprehensive income   Recognized against profit or loss   Recognized against goodwill (a)   June 30, 2023
                     
Assets at FVOCI     215,730       (46,751 )                 168,979  
Losses available for offsetting against future taxable income     385,634             (1,831 )           383,803  
Other temporary differences     273,625             (50,674 )           222,951  
Tax deductible goodwill     69,017             (19,752 )           49,265  
Share-based compensation     58,815             14,837             73,652  
Contingencies arising from business combinations     51,313             (654 )           50,659  
Assets at FVPL     (993 )           1,045             52  
Technological innovation benefit     (31,557 )           13,648             (17,909 )
Temporary differences under FIDC     (147,924 )           (53,599 )           (201,523 )
Intangible assets and property and equipment arising from business combinations     (693,936 )           18,549       (1,375 )     (676,762 )
Deferred tax, net     179,724       (46,751 )     (78,431 )     (1,375 )     53,167  

 

(a) More details in Note 19.1.1.

 

7.3. Unrecognized deferred taxes

 

The Group has accumulated tax loss carryforwards and other temporary differences in some subsidiaries in the amount of R$ 151,866 (December 31, 2022 – R$ 144,529) for which a deferred tax asset was not recognized and are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognized with respect of these losses as they cannot be used to offset taxable profits between subsidiaries of the Group, and there is no other evidence of recoverability in the near future.

 

8. Property and equipment

 

8.1. Changes in Property and equipment

 

    December 31, 2022   Additions   Disposals (a)   Transfers   Effects of hyperinflation   Effects of changes in foreign exchange rates   June 30, 2023
Cost                                                        
Pin Pads & POS     1,948,382       345,504       (123,520 )                       2,170,366  
IT equipment     262,405       18,613       (3,123 )     106             12       278,013  
Facilities     91,820       1,569       (20,765 )     3,411       (39 )     (285 )     75,711  
Machinery and equipment     23,521       3,419       (51 )           (73 )     (379 )     26,437  
Furniture and fixtures     24,150       379       (2,509 )     949       (30 )     16       22,955  
Vehicles and airplane     27,296       48       (5 )           (59 )     (4 )     27,276  
Construction in progress     50,320             (7,056 )     (4,466 )                 38,798  
Right-of-use assets - equipment     4,823       64       (7 )                       4,880  
Right-of-use assets - vehicles     43,794       2,335       (9,452 )                       36,677  
Right-of-use assets - offices     205,450       23,662       (32,925 )                 (603 )     195,584  
      2,681,961       395,593       (199,413 )           (201 )     (1,243 )     2,876,697  
Depreciation                                                        
Pin Pads & POS     (740,468 )     (219,649 )     102,605                         (857,512 )
IT equipment     (145,406 )     (25,390 )     2,833                   8       (167,955 )
Facilities     (37,739 )     (6,992 )     20,550                   97       (24,084 )
Machinery and equipment     (18,571 )     (2,060 )     171                   138       (20,322 )
Furniture and fixtures     (7,054 )     (1,336 )     1,938                   6       (6,446 )
Vehicles and airplane     (2,437 )     (1,561 )     51                   11       (3,936 )
Right-of-use assets - equipment     (1,031 )     (65 )     10                         (1,086 )
Right-of-use assets - Vehicles     (21,663 )     (7,900 )     8,352                         (21,211 )
Right-of-use assets - Offices     (66,414 )     (18,668 )     11,938                   (578 )     (73,722 )
      (1,040,783 )     (283,621 )     148,448                   (318 )     (1,176,274 )
                                                         
Property and equipment, net     1,641,178       111,972       (50,965 )           (201 )     (1,561 )     1,700,423  

 

(a) Includes Pin Pad & POS derecognized for not being used by customers after a period of time and Cappta S.A. spun-off on June 30, 2023.

 

 

F-19

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

8.2. Depreciation and amortization charges

 

Depreciation and amortization expense has been charged in the following line items of the consolidated statement of profit or loss:

 

    Six months ended June 30,   Three months ended June 30,
    2023   2022   2023   2022
Cost of services     290,339       240,855       150,969       117,286  
Administrative expenses     118,648       118,721       57,453       69,778  
Selling expenses     25,195       21,866       13,266       9,817  
Other income (expenses), net           301              
Depreciation and Amortization charges     434,182       381,743       221,688       196,881  
Depreciation charge     283,621       246,414       146,989       128,118  
Amortization charge     150,561       135,329       74,699       68,763  
Depreciation and Amortization charges     434,182       381,743       221,688       196,881  

 

9. Intangible assets

 

9.1. Changes in Intangible assets

 

    December 31, 2022   Additions   Disposals   Transfers  

Effects of hyperinflation 

  Effects of changes in foreign exchange rates   Business combination (a)   June 30, 2023
Cost                                                                
Goodwill - acquisition of subsidiaries     5,647,421                               (3,831 )     (2,160 )     5,641,430  
Customer relationship     1,793,405       6,285       (3,883 )                       1,940       1,797,747  
Trademarks and patents     551,000             (2 )                             550,998  
Software     1,162,311       94,915       (10,698 )     9,569       (74 )     (4,787 )     2,104       1,253,340  
Non-compete agreement     26,024                                           26,024  
Operating license     5,674                                           5,674  
Software in progress     66,820       104,995       (14,888 )     (9,569 )                       147,358  
Right-of-use assets - Software     88,254       32,549       (57,545 )                             63,258  
      9,340,909       238,744       (87,016 )           (74 )     (8,618 )     1,884       9,485,829  
Amortization                                                                
Customer relationship     (278,032 )     (34,849 )     3,338                               (309,543 )
Trademarks and patents     (10,816 )     (4,703 )     1                               (15,518 )
Software     (337,935 )     (93,048 )     8,015                   1,652             (421,316 )
Non-compete agreement     (7,751 )     (2,603 )                                   (10,354 )
Operating license     (6,108 )     (16 )                                   (6,124 )
Right-of-use assets - Software     (67,935 )     (15,342 )     57,546                               (25,731 )
      (708,577 )     (150,561 )     68,900                   1,652             (788,586 )
                                                                 
Intangible assets net     8,632,332       88,183       (18,116 )           (74 )     (6,966 )     1,884       8,697,243  

 

(a) More details in Note 19.1.1

 

 

F-20

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

10. Transactions with related parties

 

Related parties comprise the Group’s parent companies, key management personnel and any businesses which are controlled, directly or indirectly by the founders, officers and directors or over which they exercise significant management influence. Related party transactions are entered in the normal course of business at prices and terms approved by the Group’s management.

 

The following transactions were carried out with associates related parties:

 

    Six months ended June 30,
Sales of services   2023   2022
Associates (legal and administrative services)(a)     76       14  
      76       14  
Purchases of goods and services                
Associates (transaction services) (b)     (1,526 )     (943 )
      (1,526 )     (943 )

 

(a) Corresponds to services provided to Trinks.

 

(b) Corresponds mainly to expenses paid to Trinks, RH Software, APP and Tablet Cloud, for consulting services and sales commissions and software license to new customers acquisition.

 

Services provided to related parties include legal and administrative services provided under normal trade terms and reimbursement of other expenses incurred in their respect.

 

10.1. Balances

 

The following balances are outstanding at the end of the reporting period in relation to transactions with related parties:

 

    June 30, 2023   December 31, 2022
Loans to management personnel     4,993       6,121  
Loans to associate     6,991       3,932  
Receivables from related parties     11,984       10,053  

 

As of June 30, 2023, there is no allowance for expected credit losses on related parties’ receivables. No guarantees were provided or received in relation to any accounts receivable or payable involving related parties.

 

The Group has outstanding loans with certain management personnel. The loans are payable in three to seven years from the date of issuance and accrue interest according to the National Consumer Price Index, the Brazilian Inter-Bank Rate or Libor plus an additional spread.

 

 

F-21

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

 

11. Provision for contingencies

 

The Group companies are party to labor, civil and tax litigation in progress, which are being addressed at the administrative and judicial levels. For certain contingencies, the Group has made judicial deposits, which are legal reserves the Group is required to make by the Brazilian courts as security for any damages or settlements the Group may be required to pay as a result of litigation.

 

11.1 Significant judgments, estimates and assumptions

 

The Group reassessed, in March 2023, its estimates to measure contingencies that (a) are most of individually insignificant amounts and of a recurring nature and (b) have a probability of loss classified as possible. The previous approach, which relied on the total amount claimed in both civil and labor disputes, has been revised by a methodology that considers precedents set by similar transactions. Under the new estimation methodology, the Group has begun to disclose contingent losses classified as possible based on the historical losses observed in relation to the performance of the portfolio. This change in accounting estimate was made possible by the maturation of the litigation portfolio. Until December 2022, the estimates were performed at the level of each of the civil and the labor claim. The ultimate goal is to enhance the precision of the estimates.

 

No changes have been made to estimates of probable contingencies as they represent the best available information.

 

11.2. Probable losses, provided for in the statement of financial position

 

The provisions for probable losses arising from these matters are estimated and periodically adjusted by management, supported by the opinion of its external legal advisors and based on the actual status of the lawsuit. The amount, nature and the movement of the liabilities are summarized as follows:

 

    Civil   Labor   Tax   Total
Balance as of December 31, 2022     25,324       24,460       160,592       210,376  
Additions     17,361       9,229       8,400       34,990  
Reversals     (6,902 )     (18,277 )     (4,712 )     (29,891 )
Interests     2,121       1,929       9,849       13,899  
Payments (a)     (1,539 )     (633 )     (14,697 )     (16,869 )
Balance as of June 30, 2023     36,365       16,708       159,432       212,505  


(a) The Group entered into installment payment incentive program issued by the federal tax authorities.

 

11.3. Possible losses, not provided for in the statement of financial position

 

The Group has the following civil, labor and tax litigation involving risks of loss assessed by management as possible, based on the evaluation of the legal advisors, for which no provision for estimated possible losses was recognized:

 

    June 30, 2023   December 31, 2022
Civil     89,679       178,809  
Labor     38,283       238,523  
Tax     155,882       140,658  
Total     283,844       557,990  

 

The nature of the Group’s main civil and labor litigation is summarized as follows:

 

The Group is a party to several legal claims arising from its ordinary operations. In addition to the update of the contingency policy carried out in March 2023 and the reassessment of its estimates to measure contingencies (note 11.1), the Group has also enhanced the root cause classification tree of civil lawsuits.

 

With the implementation of this new methodology, the Group has taken steps to segregate contingent liabilities based on the products offered by the Group. In this regard, civil lawsuits have been categorized according to the Company’s primary service offerings, namely: (i) acquiring, amounting to R$ 38,380 as of June 30, 2023 (December 31, 2022 - R$ 89,466); (ii) banking, amounting to R$ 17,473 as of June 30, 2023 (December 31, 2022 - R$ 73,198); (iii) credit, amounting to R$ 2,275 as of June 30, 2023 (December 31, 2022 - R$ 6,808); (iv) software, amounting to R$ 27,606 as of June 30, 2023 (December 31, 2022 - R$ 5,605).

 

 

F-22

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

Notably, in terms of the acquiring aspect, there is a noteworthy lawsuit filed by a business partner who was responsible for a portion of the acquisition and referral of commercial establishments. The amount considered as a possible loss is R$ 10,670 as of June 30, 2023 (December 31, 2022 - R$ 10,309). Furthermore, concerning the software product, there is significant indemnity lawsuit filed by indirect supplier, pertaining to the utilization of a specific software provided by the partner itself, amounting to R$ 25,510 as of June 30, 2023.

 

The Group’s labor litigation comprises claims by: (i) former employees and (ii) labor claims by former employees of the Group’s suppliers. These claims typically revolve around matters such as the claimant’s placement in a different trade union and payment of overtime. The initial value of these lawsuits is claimed by the former employees at the beginning of the proceeding. The initial amounts of possible contingencies corresponds to a fraction of the total amount requested by the claimants – this fraction is calculated according to the Group’s loss history. As the lawsuits progress, the reported risk amount may change, particularly based on Court decisions during Court proceeding.

 

The nature of the tax litigation is summarized as follows:

 

Action for annulment of tax debits regarding the tax assessment issued by the state tax authorities on the understanding that the Group would have carried out lease of equipment and data center spaces from January 2014 to December 2015, on the grounds that the operations would have the nature of services of telecommunications and therefore would be subject to state tax at the rate of 25% and a fine equivalent to 50% of the updated tax amount for failure to issue ancillary tax obligations. As of June 30, 2023, the updated amount recorded as a probable loss is R$ 26,307 (December 31, 2022 - R$ 24,715), and the amount of R$ 28,980 (December 31, 2022 - R$ 28,130) is considered as a possible loss (contingency arising from the acquisition of Linx).

During the second quarter of 2022, we received a tax assessment issued by the municipal tax Authority relating to the allegedly insufficient payment of tax on services. As June 30, 2023, the updated amount of claim is R$ 101,533 (December 31, 2022 - R$ 93,605). The case, classified as possible loss is being challenged at the administrative level of the court.

 

11.4. Judicial deposits

 

For certain contingencies, the Group has made judicial deposits, which are legal reserves the Group is required to make by the Brazilian courts as security for any damages or settlements the Group may be required to pay as a result of litigation.

 

The amount of the judicial deposits as of June 30, 2023 is R$ 19,642 (December 31, 2022 - R$ 17,682), which are included in Other assets in the non-current assets.

 

12. Equity

 

12.1 Authorized capital

 

The Company has an authorized share capital of USD 50 thousand, corresponding to 630,000,000 authorized shares with a par value of USD 0.000079365 each. Therefore, the Company is authorized to increase capital up to this limit, subject to approval of the Board of Directors. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

 

12.2. Subscribed and paid-in capital and capital reserve

 

The Articles of Association provide that at any time when there are Class A common shares being issued, Class B common shares may only be issued pursuant to: (a) a share split, subdivision or similar transaction or as contemplated in the Articles of Association; or (b) a business combination involving the issuance of Class B common shares as full or partial consideration. A business combination, as defined in the Articles of Association, would include, amongst other things, a statutory amalgamation, merger, consolidation, arrangement or other reorganization.

 

 

F-23

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

The additional paid-in capital refers to the difference between the purchase price that the shareholders pay for the shares and their par value. Under Cayman Law, the amount in this type of account may be applied by the Company to pay distributions or dividends to members, pay up unissued shares to be issued as fully paid, for redemptions and repurchases of own shares, for writing off preliminary expenses, recognized expenses, commissions or for other reasons. All distributions are subject to the Cayman Solvency Test which addresses the Company’s ability to pay debts as they fall due in the natural course of business.

 

Below are the movements of shares during the six months ended June 2023:

 

    Number of shares
    Class A   Class B   Total
At December 31, 2022     294,124,829       18,748,770       312,873,599  
Vested awards(a)     323,829             323,829  
At June 30, 2023     294,448,658       18,748,770       313,197,428  

 

(a) The Company delivered 323,829 RSUs, through the issuance of shares.

 

12.3. Treasury shares

 

Own equity instruments that are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognized in equity.

 

On May 13, 2019, the Company announced the adoption of its share repurchase program in an aggregate amount of up to US$ 200 million (the “Repurchase Program”). The Repurchase Program went into effect in the second quarter of 2019 and does not have a fixed expiration date. The Repurchase Program may be executed in compliance with Rule 10b-18 under the Exchange Act.

 

As of June 2023 the Company holds 53,392 class A common shares in treasury (December 31, 2022 - R$ 233,772). The main transactions involving treasury shares during the six months ended June 30, 2023 were: (i) sale of 16,641 Class A common shares to Pagar.me, which were used for payment of contingent consideration related to acquisition of Trampol.in Pagamentos S.A., which originally occurred in August, 2021; (ii) delivery of 824 shares to VittaPar LLC for payment of contingent consideration; (iii) delivery of 132,607 shares to Linx founders shareholders, in accordance with the non-compete agreement signed; (iv) delivery of 30,308 shares due to RSU grant awards (Note 17.1.1).

 

13. Earnings (loss) per share

 

Basic earnings (loss) per share is calculated by dividing net income (loss) for the period attributed to the controlling shareholders by the weighted average number of ordinary shares outstanding during the period.

 

The numerator of the Earnings per Share (“EPS”) calculation is adjusted to allocate undistributed earnings as if all earnings for the period had been distributed. In determining the numerator of basic EPS, earnings attributable to the Group is allocated as follows:

 

    Six months ended June 30,   Three months ended June 30,
    2023   2022   2023   2022
Net income (loss) attributable to controlling shareholders     532,008       (800,614 )     305,369       (487,390 )
Numerator of basic and diluted EPS     532,008       (800,614 )     305,369       (487,390 )

 

 

F-24

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

The following table contains the earnings per share of the Group for the six months ended June 30, 2023 and 2022 (in thousands except share and per share amounts):

 

    Six months ended June 30,   Three months ended June 30,
    2023   2022   2023   2022
Numerator of basic EPS     532,008       (800,614 )     305,369       (487,390 )
                                 
Weighted average number of outstanding shares     312,912,323       311,240,266       313,074,253       312,161,248  
Denominator of basic EPS     312,912,323       311,240,266       313,074,253       312,161,248  
                                 
Basic earnings (loss) per share - R$     1.70       (2.57 )     0.98       (1.56 )
                                 
Numerator of diluted EPS     532,008       (800,614 )     305,369       (487,390 )
                                 
Share-based payments(a)     26,708,774             27,799,812        
Weighted average number of outstanding shares     312,912,323       311,240,266       313,074,253       312,161,248  
Denominator of diluted EPS     339,621,097       311,240,266       340,874,065       312,161,248  
                                 
Diluted earnings (loss) per share - R$     1.57       (2.57 )     0.90       (1.56 )

 

(a) Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding, considering potentially convertible instruments. However, due to the loss for the period ended June 30, 2022, these instruments issued have a non-diluting effect, therefore, they were not considered in the total number of outstanding shares to determine the diluted loss per share.

 

14. Revenue and income

 

14.1. Timing of revenue recognition

 

Net revenue from transaction activities and other services is recognized at a point in time. All other revenue and income are recognized over time.

 

Net revenue from transaction activities and other services includes R$ 160,692 of membership fees (R$ 106,504 in six months ended June, 30 2022) and R$ 55,149 of registry business fee (R$ 68,172 in six months ended June 30, 2022).

 

15. Expenses by nature

 

    Six months ended June 30,   Three months ended June 30,
    2023   2022   2023   2022
Personnel expenses     1,351,287       1,116,103       662,927       560,702  
Mark-to-market on equity securities designated at FVPL (Note 5.1(b))     (30,574 )     850,079             527,083  
Transaction and client services costs (b)     578,430       557,498       290,770       252,982  
Depreciation and amortization (Note 8.2)     434,182       381,743       221,688       196,881  
Marketing expenses and sales commissions (a)     361,945       316,646       178,302       137,429  
Third parties services     109,186       158,167       47,918       91,950  
Other     133,567       102,456       56,235       64,483  
Total expenses     2,938,023       3,482,692       1,457,840       1,831,510  

 

(a) Marketing expenses and sales commissions relate to marketing and advertising expenses, and commissions paid to sales related partnerships.

 

(b) Transaction and client services costs include card transaction capturing services, card transaction and settlement processing services, logistics costs, payment scheme fees, cloud services and other costs.

 

 

F-25

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

16. Financial expenses, net

 

    Six months ended June 30,   Three months ended June 30,
    2023   2022   2023   2022
Finance cost of sale of receivables     1,585,564       1,105,468       870,853       664,169  
Cost of bond (Note 5.5.1 e 5.6.1)     205,269       176,722       102,323       95,327  
Other interest on loans and financing (Note 5.5.1)     145,924       299,723       62,501       157,531  
Foreign exchange (gains) and losses     (13,442 )     (4,436 )     (3,574 )     (6,570 )
Other     74,168       85,481       41,741       44,254  
Total     1,997,483       1,662,958       1,073,844       954,711  

 

17. Employee benefits

 

17.1. Share-based payment plans

 

The Group provides benefits to employees and board members of the Group through share-based incentives. The following table outlines the key share-based awards movements - in number of shares - as of June 30, 2023 and December 31, 2022.

 

    Equity
    RSU   PSU   Options   Total
Balance as of December 31, 2022     11,507,221       7,320,367       45,159       18,872,747  
Granted     4,048,920       600,719             4,649,639  
Cancelled     (1,228,463 )     (30,220 )           (1,258,683 )
Delivered     (461,958 )                 (461,958 )
Balance as of June 30, 2023     13,865,720       7,890,866       45,159       21,801,745  

 

17.1.1. Restricted share units ("RSU")

 

The Group offers a Long-term incentive plan (“LTIP”) that enables the grant of equity-based awards to employees and other service providers with respect to its Class A common shares, and it has granted RSU to certain key employees under the LTIP to incentivize and reward such individuals. These awards are scheduled to vest over up to ten years period, subject to and conditioned upon the achievement of certain performance conditions. Assuming achievement of these performance conditions, awards are settled in, or delivered as Class A common shares. If the applicable performance conditions are not achieved, the awards are forfeited for no consideration.

 

 

F-26

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

In the first quarter of 2023, the Company has granted 280,700 RSU’s with an average grant-date fair value of R$ 45.65, which were determined based on the fair value of the equity instruments granted and the exchange rate, both at the grant date. Moreover, there were 429,823 RSUs vested in the first quarter, resulting on a delivery through the issuance of 323,829 shares net of withholding taxes.

 

In the second quarter of 2023, the Company has granted 3,768,220 RSU’s with an average grant-date fair value of R$ 51.13, which were determined based on the fair value of the equity instruments granted and the exchange rate, both at the grant date. Moreover, there were 1,228,463 RSU’s cancelled, and 32,135 RSUs vested in the second quarter, resulting on a delivery through treasury shares of 30,308 shares net of withholding taxes. In June 30, 2023 there are no vested RSU to be issued to beneficiaries.

 

17.1.2. Performance share units ("PSU")

 

As part of LTIP, the Group granted awards of PSU. These awards are equity classified and give beneficiaries the right to receive shares if the Group reaches minimum levels of total shareholder return (“TSR”) for a specific period. The PSUs granted do not result in delivering shares to beneficiaries and expire if the minimum performance condition is not met. The fair value of the awards is estimated at the grant date using the Black-Scholes-Merton pricing model, considering the terms and conditions on which the PSUs were granted, and the related compensation expense is recognized over the vesting period. The performance condition is considered for estimating the grant-date fair value and of the number of PSUs expected to be issued, based on historical data and current expectations and is not necessarily indicative of performance patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the PSUs is indicative of future trends, which may not necessarily be the actual outcome. The main two inputs to the model were: Risk–free interest rate and annual volatility, based on the Company and similar players’ historical stock price.

 

To estimate the number of awards that are considered vested for accounting purposes we consider exclusively whether the service condition is met but reaching the TSR targets is ignored. As such even, if TSR targets are ultimately not achieved the expense will remain recognized.

 

In the first quarter of 2023, the Company granted 462,862 new PSUs with an average grant-date fair value of R$ 3.15. The grant-date fair value was determined based on historical data and current expectations and is not necessarily indicative of performance patterns that may occur.

 

In the second quarter of 2023, the Company granted 137,857 new PSUs with an average grant-date fair value of R$ 3.91 and the Company also cancelled 30,220 PSUs. The grant-date fair value was determined based on historical data and current expectations and is not necessarily indicative of performance patterns that may occur. In June 30, 2023 there are no vested PSU to be issued to beneficiaries.

 

The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the PSUs is indicative of future trends, which may not necessarily be the actual outcome. For the grants mentioned above, the main two inputs to the model were: (i) Risk–free interest rate between of 4.0% and 5.6% according to 3-month Libor forward curve for 3 and 5 years period, and (ii) annual volatility between 73.8% and 83.4%, based on the Company’s historical stock price.

 

17.1.3. Options

 

The Group has granted awards as stock options, of which the exercise date will be between 3 and 10 years with a fair value estimated at the grant date based on the Black-Scholes-Merton pricing model. On June 30, 2023, R$ 14,592 stock options were exercisable.

 

17.1.4 Share-based payment expenses

 

The total expense related to share-based plans, including taxes and social charges, recognized as Other income (expenses), net for the programs was R$ 120,525 for the six months and R$ 50,407 for the three months ended June 30, 2023 (R$ 73,413 for the six months and R$ 46,062 for the three months ended June 30, 2022).

 

 

F-27

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

18. Other disclosures on cash flows

 

18.1. Non-cash operating activities

 

    June 30, 2023   June 30, 2022
Fair value adjustment on loans designated at FVPL     (124,571 )     (287,103 )
Fair value adjustment on equity securities designated at FVPL (Note 5.1)     30,574       (850,079 )
Fair value adjustment on financial instruments designated at FVPL     (93,997 )     (1,137,182 )
                 
Changes in the fair value of accounts receivable from card issuers     (139,846 )     84,528  
Fair value adjustment on equity instruments/listed securities designated at FVOCI     (1,141 )     (1,345 )
                 
Interest income received on accounts payable to clients     2,731,221       2,020,062  
Finance cost of sale of receivables on Accounts receivable from card issuers (Note 16)     (1,585,564 )     (1,105,468 )
Interest income received, net of costs     1,145,657       914,594  

 

18.2. Non-cash investing activities

 

    June 30, 2023   June 30, 2022
Property and equipment and intangible assets acquired through lease (Note 8.1 and 9.1)     58,610       41,649  

 

18.3. Non-cash financing activities

 

    June 30, 2023   June 30, 2022
Unpaid consideration for acquisition of non-controlling shares     990       1,132  
Shares of the Company delivered at Reclame Aqui acquisition           169,864  

 

18.4. Property and equipment, and intangible assets

 

    June 30, 2023   June 30, 2022
Additions of property and equipment (Note 8.1)     (395,593 )     (426,939 )
Additions of right of use (IFRS 16) (Note 8.1)     26,061       26,341  
Payments from previous period     (176,835 )     (51,614 )
Purchases not paid at period end     10,100       46,393  
Prepaid purchases of POS     (244 )     100,227  
Purchases of property and equipment     (536,511 )     (305,592 )
                 
Additions of intangible assets (Note 9.1)     (238,744 )     (134,545 )
Additions of right of use (IFRS 16) (Note 9.1)     32,549       15,308  
Payments from previous period     (6,593 )     (41,898 )
Purchases not paid at period end     716       7,279  
Capitalization of borrowing costs           778  
Purchases and development of intangible assets     (212,072 )     (153,078 )
                 
Net book value of disposed assets (Notes 8.1 and 9.1)     69,081       86,161  
Net book value of disposed Leases (Note 5.5.1)     (23,243 )     (24,141 )
Gain (loss) on disposal of property and equipment and intangible assets     (45,065 )     (23,984 )
Disposal of Cappta property, equipment and intangible assets     1,767        
Outstanding balance     (2,295 )     (17,484 )
Proceeds from disposal of property and equipment and intangible assets     245       20,552  

 

F-28

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

19. Business combinations

 

19.1. Acquisitions in 2022 – assessments concluded in 2023

 

In 2022, the Group, through its subsidiary Questor Sistemas S.A (“Questor”) acquired control of Hubcount Tecnologia S.A. (“Hubcount”). The acquisition of this company was measured in 2022 based on preliminary assessments and included in the December 31, 2022 consolidated financial statements. The assessments were completed in the first quarter of 2023. The effects of the differences between the preliminary assessments (as originally recognized on December 31, 2022) and the final assessments are presented below.

 

19.1.1. Financial position of the business acquired

 

The net assets acquired, at fair value, on the date of the business combination, and the goodwill amount originated in the transaction considering the preliminary and the final assessments are presented below.

 

Fair value  

Preliminary amounts

(as presented on December 31, 2022)

  Adjustments  

Final amounts

(as presented on June 30, 2023)

Cash and cash equivalents     36             36  
Trade accounts receivable     235             235  
Recoverable taxes     42             42  
Property and equipment     205             205  
Intangible assets - Customer relationship(a)           1,940       1,940  
Intangible assets - Software(a)           2,104       2,104  
Other assets     460             460  
Total assets     978       4,044       5,022  
                         
Trade accounts payable     79             79  
Labor and social security liabilities     313             313  
Taxes payable     41             41  
Deferred tax liabilities           1,375       1,375  
Other liabilities     87             87  
Total liabilities     520       1,375       1,895  
                         
Net assets and liabilities(b)     458       2,669       3,127  
Consideration paid (Note 19.1.3)     10,615       509       11,124  
Goodwill     10,157       (2,160 )     7,997  

 

(a) The Group carried out a fair value assessment of the assets acquired in the business combination, having identified customer relationship, and software as intangible assets. Details on the methods and assumptions adopted to evaluate these assets are described on Note 19.1.2.

 

(b) The net assets recognized in the December 31, 2022 financial statements were based on a provisional assessment of their fair value while the Group sought an independent valuation for the intangible assets owned by Hubcount. The valuation had not been completed by the date the 2022 financial statements were approved for issue by the Board of Directors. In the first quarter of 2023, the valuation was completed.

 

 

F-29

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

19.1.2. Intangible assets recognized from business combinations

 

The assumptions adopted to measure the fair value of intangible assets identified in the business combination are described below.

 

19.1.2.1. Customer relationship

 

    Hubcount
Amount   1,940
Method of evaluation   MEEM (*)
Estimated useful life(a)   7 years and 2 months
Discount rate(b)   15.3%
Source of information   Acquirer’s management internal projections

 

(*) Multi-Period Excess Earnings Method (“MEEM”)

 

(a) Useful lives were estimated based on internal benchmarks.

 

(b) Discount rate used was equivalent to the weighted average cost of capital combined with the sector’s risk.

 

19.1.2.2. Software

 

    Hubcount
Amount    2,104
Method of evaluation   Relief from royalties
Estimated useful life(a)   5 years
Discount rate(b)   15.3%
Source of information   Historical data

 

(a) Useful lives were estimated based on internal benchmarks.

 

(b) Discount rate used was equivalent to the weighted average cost of capital combined with the sector’s risk.

 

19.1.3. Consideration paid

 

The consideration paid on business combination is composed by the sum of the following values, if any: (i) consideration transferred, (ii) non-controlling interest in the acquiree and (iii) fair value of the acquirer’s previously held equity interest in the acquiree. The consideration paid in the preliminary and the final assessments is presented as follows.

 

   

Preliminary amounts 

(as presented on December 31, 2022) 

  Adjustments  

Final amounts 

(as presented on June 30, 2023) 

Cash consideration paid to the selling shareholders     7,500             7,500  
Cash consideration to be paid to the selling shareholders     3,000       (341 )     2,659  
Call option           (1,534 )     (1,534 )
Contingent consideration(a)           1,717       1,717  
Non-controlling interest in the acquiree     115       667       782  
Total     10,615       509       11,124  

 

(a) Refers to contingent consideration that may be paid in 2024, the amount is based on predetermined formulas which consider mainly the net revenue of Hubcount at the end of 2023.

 

20. Segment information

 

In line with the strategy and organizational structure of the Group, the Group is presenting two reportable segments, namely “Financial Services” and “Software” and certain non-allocated activities:

 

•          Financial services: Comprised of our financial services solutions which includes mainly payments solutions, digital banking, credit, insurance solutions as well as the registry business.

 

 

F-30

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

•          Software: Comprised of two main activities (i) Core, which is comprised by POS/ERP solutions, TEF and QR Code gateways, reconciliation and CRM, and (ii) Digital, which includes OMS, e-commerce platforms, engagement tools, ads solutions and marketplace hubs.

 

•          Non allocated activities: Comprised of non-strategic businesses, including results on disposal / discontinuation of non-core businesses.

 

The Group used and continues to use Adjusted net income (loss) as the measure reported to the CODM about the performance of each segment.

 

The measurement of Adjusted net income (loss) from January 1, 2023 no longer excludes share-based compensation expenses in the segmented statement of profit or loss. Also, from April 1, 2022 no longer excludes bond issuance expenses in the segmented statement of profit or loss. As such, in the statement of profit or loss as from January 1, 2023 the share-based and bond issuance expenses are included in the segmented Statement of Profit or Loss. Information of prior periods (including the comparative periods and results from January 1, 2023 to June 30, 2023) have been retroactively adjusted to reflect the new criteria as presented below. The effect in Adjusted net income (loss) of no longer excluding share-based compensation expenses from January 1, 2023 to June 30, 2023 amounts to R$ 69,858.

 

20.1. Statement of Profit or Loss by segment

 

    Six months ended June 30, 2023   Three months ended June 30, 2023
    Financial Services   Software   Non allocated   Financial Services   Software   Non allocated
Total revenue and income     4,887,149       741,088       38,202       2,551,223       382,870       20,690  
                                                 
Cost of services     (1,075,255 )     (328,973 )     (2,351 )     (519,983 )     (164,777 )     (543 )
Administrative expenses     (351,323 )     (162,979 )     (17,251 )     (180,393 )     (79,521 )     (9,187 )
Selling expenses     (639,103 )     (148,344 )     (14,372 )     (324,276 )     (79,392 )     (8,223 )
Financial expenses, net     (1,942,837 )     (25,252 )     (459 )     (1,047,819 )     (11,621 )     (223 )
Other income (expenses), net     (171,473 )     (13,629 )     41       (78,846 )     (2,618 )     479  
Total adjusted expenses     (4,179,991 )     (679,177 )     (34,392 )     (2,151,317 )     (337,929 )     (17,697 )
                                                 
Loss on investment in associates     (2,991 )     419       724       (1,718 )     526       367  
Adjusted profit (loss) before income taxes     704,167       62,330       4,534       398,188       45,467       3,360  
                                                 
Income taxes and social contributions     (197,602 )     (14,871 )     34       (118,521 )     (6,494 )     (5 )
Adjusted net income (loss) for the period     506,565       47,459       4,568       279,667       38,973       3,355  

 

F-31

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

    Six months ended June 30, 2022   Three months ended June 30, 2022
    Financial Services   Software   Non allocated   Financial Services   Software   Non allocated
Total revenue and income     3,653,880       677,349       43,174       1,932,621       350,732       20,790  
                                                 
Cost of services     (967,601 )     (327,028 )     (5,908 )     (468,645 )     (154,491 )     (3,033 )
Administrative expenses     (276,582 )     (149,444 )     (20,348 )     (145,452 )     (74,993 )     (11,165 )
Selling expenses     (590,288 )     (120,040 )     (9,336 )     (267,328 )     (63,480 )     (5,114 )
Financial expenses, net     (1,623,996 )     (23,120 )     (608 )     (930,965 )     (14,559 )     (98 )
Other income (expenses), net     (89,857 )     (4,756 )     (18,818 )     (66,887 )     (2,994 )     (17,766 )
Total adjusted expenses     (3,548,324 )     (624,388 )     (55,018 )     (1,879,277 )     (310,517 )     (37,176 )
                                                 
Loss on investment in associates           (784 )     (1,217 )           (344 )     (980 )
Adjusted profit (loss) before income taxes     105,556       52,177       (13,061 )     53,344       39,871       (17,366 )
                                                 
Income taxes and social contributions     (22,987 )     (23,195 )     (114 )     (7,024 )     (13,052 )     40  
Adjusted net income (loss) for the period (a)     82,569       28,982       (13,175 )     46,320       26,819       (17,326 )
                                                 
Additional information:                                                
Share-based compensation, net of tax     29,702       55       78       20,590       53       69  
Bond expenses     80,559                                
Prior criterias adjusted net income (loss) for the period (as reported in the period) (b)     192,830       29,037       (13,097 )     66,910       26,872       (17,257 )

 

(a) Including share-based compensation and bond expenses.

 

(b) Considers the methodology used for adjusted net income for each reporting period, excluding bond expenses until March 31, 2022 and excluding share-based compensation expenses related to grants in connection to one-time pre-IPO pool as well as non-recurring long term incentive plans until December 31, 2022.

 

20.2. Reconciliation of segment adjusted net income (loss) for the period with net income (loss) in the consolidated financial statements

 

    Six months ended   Three months ended
    June 30, 2023   June 30, 2022   June 30, 2023   June 30, 2022
Adjusted net income – Financial Services     506,565       82,569       279,667       46,320  
Adjusted net income – Software     47,459       28,982       38,973       26,819  
Adjusted  net income (loss) – Non allocated     4,568       (13,175 )     3,355       (17,326 )
Adjusted net income     558,592       98,376       321,995       55,813  
                                 
Adjustments from adjusted net income to consolidated net income (loss)                                
Mark-to-market from the investment in Banco Inter     30,574       (850,079 )           (527,083 )
Amortization of fair value adjustment (a)     (69,393 )     (71,443 )     (35,720 )     (46,535 )
Other income  (b)     (3,126 )     3,602       10,978       14,368  
Tax effect on adjustments     16,254       17,246       9,958       14,177  
Consolidated net income (loss)     532,901       (802,298 )     307,211       (489,260 )

 

(a) Related to acquisitions. Consists of expenses resulting from the changes of the fair value adjustments as a result of the application of the acquisition method.

 

(b) Consists of the fair value adjustment related to associates call option, M&A and, earn-out interests related to acquisitions, loss of control of subsidiaries and reversal of litigation of Linx. As mentioned above, Bond issuance expenses was part of the criteria from adjusted net income we used up to 31, 2022, The effect in Adjusted net income of no longer excluding Bond issuance expenses from January 1, 2022 to June 30, 2023 amounts to R$ 80,559.

 

 

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StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2023

(In thousands of Brazilian Reais, unless otherwise stated)

21. Subsequent events

 

21.1 Agilize acquisition

 

On August 01, 2023, the Group acquired a 33.33% equity interest in Agilize Tecnologia S.A, a private company based in the State of Bahia, Brazil, for R$ 8,523 through the conversion of a credit arising from a convertible loan agreement. Agilize develops technology that provides online accounting services, with which the Company expects to obtain synergies in its services to clients. The Group is still evaluating the appropriate accounting treatment.

 

 

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