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 2024

 

 

 

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):

 

 

 

 

 

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/ Mateus Scherer Schwening
    Name: Mateus Scherer Schwening
    Title: Chief Financial Officer and Investor Relations Officer

 

Date: August 14, 2024

 

 

 

EXHIBIT INDEX

 

Exhibit No. Description
99.1 StoneCo Ltd. – Unaudited Interim Condensed Consolidated Financial Statements For The Six Months Ended June 30, 2024.

 

 

Exhibit 99.1

 

 

 

Unaudited Interim Condensed

 

Consolidated Financial Statements

 

StoneCo Ltd.

 

June 30, 2024

 

 

 

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, 2024 and December 31, 2023   F-4
Unaudited interim consolidated statement of profit or loss for the six and three months ended June 30, 2024 and 2023   F-6
Unaudited interim consolidated statement of other comprehensive income for the six and three months ended June 30, 2024 and 2023   F-7
Unaudited interim consolidated statement of changes in equity for the six months ended June 30, 2024 and 2023   F-8
Unaudited interim consolidated statement of cash flows for the six months ended June 30, 2024 and 2023   F-9
Notes to unaudited interim condensed consolidated financial statements June 30, 2024   F-10
     

 

 

 

 

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

To the Shareholders and Management of

StoneCo Ltd.

 

Introduction

 

We have reviewed the accompanying interim consolidated statement of financial position of StoneCo Ltd. (the “Company”) as of June 30, 2024 and the related interim consolidated statements of profit or loss and of other comprehensive income for the three and six-months periods then ended, and of changes in equity and cash flows for the six-months period then ended and explanatory notes

 

Management is responsible for the preparation and fair presentation of this interim condensed 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 statement does not give a true and fair view of the financial position of the entity as at June 30, 2024, and of its financial performance and its cash flows for the three and six-months periods then ended in accordance with IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB).

 

São Paulo, August 13, 2024

 

ERNST & YOUNG

Auditores Independentes S/S Ltda.

 

F-3

 

   Notes  June 30, 2024  December 31, 2023
Assets         
Current assets         
Cash and cash equivalents   4    4,743,236    2,176,416 
Short-term investments   5.1    106,575    3,481,496 
Financial assets from banking solutions   5.5    6,967,814    6,397,898 
Accounts receivable from card issuers   5.2.1    27,471,965    23,895,512 
Trade accounts receivable   5.3.1    438,289    459,947 
Loans operations portfolio   5.4    474,243    209,957 
Recoverable taxes   7    182,707    146,339 
Derivative financial instruments   5.7    71,275    4,182 
Other assets   6    390,493    380,854 
         40,846,597    37,152,601 
Non-current assets               
Long-term investments   5.1    32,410    45,702 
Accounts receivable from card issuers   5.2.1    84,273    81,597 
Trade accounts receivable   5.3.1    21,967    28,533 
Loans operations portfolio   5.4    112,550    40,790 
Receivables from related parties   11.1    714    2,512 
Deferred tax assets   8.2    755,589    664,492 
Other assets   6    133,274    137,508 
Investment in associates        79,177    83,010 
Property and equipment   9.1    1,728,204    1,661,897 
Intangible assets   10.1    8,904,988    8,794,919 
         11,853,146    11,540,960 
                
Total assets        52,699,743    48,693,561 
                
                

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

 

F-4

 

   Notes  June 30, 2024  December 31, 2023
Liabilities and equity         
Current liabilities         
Retail deposits   5.6.1    6,471,970    6,119,455 
Accounts payable to clients   5.2.2    18,472,870    19,163,672 
Trade accounts payable        525,684    513,877 
Institutional deposits and marketable debt securities   5.6.1    1,443,932    475,319 
Other debt instruments   5.6.1    1,594,018    1,404,678 
Labor and social security liabilities        504,016    515,749 
Taxes payable        676,278    514,299 
Derivative financial instruments   5.7    112,226    316,171 
Other liabilities        247,205    119,526 
         30,048,199    29,142,746 
Non-current liabilities               
Accounts payable to clients   5.2.2    39,987    35,455 
Institutional deposits and marketable debt securities   5.6.1    3,857,986    3,495,759 
Other debt instruments   5.6.1    2,370,710    143,456 
Deferred tax liabilities   8.2    613,826    546,514 
Provision for contingencies   12.1    233,201    208,866 
Labor and social security liabilities        30,690    34,301 
Other liabilities        286,345    410,504 
         7,432,745    4,874,855 
                
Total liabilities        37,480,944    34,017,601 
                
Equity   13           
Issued capital   13.1    76    76 
Capital reserve   13.2    14,084,356    14,056,484 
Treasury shares   13.3    (490,752)   (282,709)
Other comprehensive income (loss)   13.4    (468,014)   (320,449)
Retained earnings        2,037,957    1,168,862 
Equity attributable to controlling shareholders        15,163,623    14,622,264 
Non-controlling interests        55,176    53,696 
Total equity        15,218,799    14,675,960 
                
Total liabilities and equity        52,699,743    48,693,561 

 

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

 

F-5

 

 

StoneCo Ltd.

Unaudited interim consolidated statement of profit or loss

For the six and three months ended June 30, 2024 and 2023

(In thousands of Brazilian Reais, unless otherwise stated)

 

      Six months ended June 30,   Three months ended June 30,
  Notes   2024   2023   2024   2023
                   
Net revenue from transaction activities and other services 15.1   1,557,341   1,573,125   807,511   840,069
Net revenue from subscription services and equipment rental 15.1   909,976   902,459   453,267   457,330
Financial income 15.1   3,567,776   2,837,639   1,826,662   1,462,595
Other financial income 15.1   255,691   353,216   118,434   194,789
Total revenue and income     6,290,784   5,666,439   3,205,874   2,954,783
                   
Cost of services 16   (1,651,300)   (1,406,579)   (841,374)   (685,302)
Administrative expenses 16   (512,487)   (601,948)   (255,487)   (303,900)
Selling expenses 16   (1,054,605)   (801,819)   (524,930)   (411,891)
Financial expenses, net 17   (1,747,599)   (1,997,483)   (851,052)   (1,073,844)
Mark-to-market on equity securities designated at FVPL 16     30,574    
Other income (expenses), net 16   (188,976)   (158,251)   (80,920)   (56,747)
      (5,154,967)   (4,935,506)   (2,553,763)   (2,531,684)
                   
Gain (loss) on investment in associates     (113)   (1,848)   (424)   (826)
Profit before income taxes     1,135,704   729,085   651,687   422,273
                   
Current income tax and social contribution 8.1   (257,229)   (117,753)   (151,377)   (74,199)
Deferred income tax and social contribution 8.1   (6,579)   (78,431)   (2,009)   (40,863)
Net income for the period     871,896   532,901   498,301   307,211
                   
Net income attributable to:                  
Controlling shareholders     869,095   532,008   496,114   305,369
Non-controlling interests     2,801   893   2,187   1,842
      871,896   532,901   498,301   307,211
                   
Earnings per share                  
Basic earnings per share for the period attributable to controlling shareholders (in Brazilian reais) 14.2   R$ 2.82   R$ 1.70   R$ 1.61   R$ 0.98
Diluted earnings per share for the period attributable to controlling shareholders (in Brazilian reais) 14.2   R$ 2.76   R$ 1.63   R$ 1.58   R$ 0.93

 

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

 

F-6

 

StoneCo Ltd.  

Unaudited interim consolidated statement of other comprehensive income 

For the six and three months ended June 30, 2024 and 2023 

(In thousands of Brazilian Reais)

 

      Six months ended June 30,   Three months ended June 30,
  Notes   2024   2023   2024   2023
                   
Net income for the period     871,896   532,901   498,301   307,211
Other comprehensive income ("OCI")                  
                   
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:                  
                   
Changes in the fair value of accounts receivable from card issuers 19.1   (89,126)   139,846   (64,745)   48,084
Tax on changes in the fair value of accounts receivable from card issuers     30,364   (47,548)   22,074   (16,346)
Exchange differences on translation of foreign operations     1,505   (8,768)   1,820   (4,303)
Changes in the fair value of cash flow hedge 5.7.1   (130,783)   65,457   (88,284)   (40,524)
                   
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods:                  
Net monetary position in hyperinflationary economies     2,376   920   1,479   62
Changes in the fair value of equity instruments designated at fair value 5.1   1,623   (1,141)   873   (748)
Gain on sale of equity instruments designated at fair value through other comprehensive income 5.1   35,647     35,647  
Other comprehensive income for the period     (148,394)   148,766   (91,136)   (13,775)
                   
Total comprehensive income for the period     723,502   681,667   407,165   293,436
                   
Total comprehensive income attributable to:                  
Controlling shareholders     721,530   680,774   404,085   291,594
Non-controlling interests     1,972   893   3,080   1,842
Total comprehensive income for the period     723,502   681,667   407,165   293,436

 

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

 

F-7

 

StoneCo Ltd.

Unaudited interim consolidated statement of changes in equity

For the six months ended June 30, 2024 and 2023

(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 interests   Total
                                                   
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 for the period                     532,008   532,008   893   532,901
Other comprehensive income 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
Shares delivered under share-based payment arrangements         (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
                                                   
Balance as of December 31, 2023     76   13,825,325   (518,504)   61,127   688,536   14,056,484   (282,709)   (320,449)   1,168,862   14,622,264   53,696   14,675,960
Net income for the period                     869,095   869,095   2,801   871,896
Other comprehensive income for the period                   (147,565)     (147,565)   (829)   (148,394)
Total comprehensive income                   (147,565)   869,095   721,530   1,972   723,502
Repurchase of shares 13.3               (236,526)       (236,526)     (236,526)
Share-based payments             73,867   73,867         73,867     73,867
Shares delivered under share-based payment arrangements         (28,483)       (28,483)   28,483          
Equity transaction related to put options over non-controlling interest             (17,512)   (17,512)         (17,512)   3,174   (14,338)
Dividends paid                         (3,028)   (3,028)
Others                         (638)   (638)
Balance as of June 30, 2024     76   13,825,325   (546,987)   61,127   744,891   14,084,356   (490,752)   (468,014)   2,037,957   15,163,623   55,176   15,218,799

 

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

 

F-8

 

StoneCo Ltd.

Unaudited interim consolidated statement of cash flows

For the six months ended June 30, 2024 and 2023

(In thousands of Brazilian Reais)

 

      Six months ended June 30,
  Notes   2024   2023
Operating activities          
Net income for the period     871,896   532,901
Adjustments to reconcile net income for the period to net cash flows:          
Depreciation and amortization 9.2   441,559   434,182
Deferred income tax and social contribution 8.1   6,579   78,431
Gain on investment in associates     113   1,848
Accrued interest, monetary and exchange variations, net     70,603   (175,839)
Provision for contingencies 12.1   40,018   5,099
Share-based payments expense 18.1.4   90,156   120,525
Allowance for expected credit losses     102,507   32,465
Loss on disposal of property, equipment and intangible assets 19.5   14,317   45,065
Effect of applying hyperinflation accounting     2,791   1,195
Loss on sale of subsidiary     52,958  
Fair value adjustment in financial instruments at FVPL 19.1   (206,628)   93,997
Fair value adjustment in derivatives     7,188   8,615
Remeasurement of previously held interest in subsidiary acquired 20.1.2   (5,657)  
Other       1,217
Working capital adjustments:          
Accounts receivable from card issuers     (2,358,871)   3,900,802
Receivables from related parties     7,730   11,627
Recoverable taxes     (8,831)   (60,054)
Prepaid expenses     68,416   46,607
Trade accounts receivable, banking solutions and other assets     (14,746)   (10,534)
Loans operations portfolio     (314,403)  
Accounts payable to clients     (4,016,667)   (3,794,545)
Taxes payable     210,299   92,626
Labor and social security liabilities     (31,512)   (7,632)
Payment of contingencies 12.1   (29,588)   (16,869)
Trade accounts payable and other liabilities     160,842   (2,094)
Interest paid     (313,485)   (437,099)
Interest income received, net of costs 19.4   2,038,931   1,145,657
Income tax paid     (75,644)   (47,294)
Net cash provided by in operating activities     (3,189,129)   2,000,899
Investing activities          
Purchases of property and equipment 19.5   (390,912)   (536,511)
Purchases and development of intangible assets 19.5   (260,345)   (212,072)
Proceeds from (acquisition of) short-term investments, net     3,388,247   106,346
Sale of subsidiary, net of cash disposed of     (4,204)  
Proceeds from disposal of long-term investments – equity securities 5.1   57,540   218,105
Proceeds from the disposal of non-current assets 19.5   4,216   245
Acquisition of subsidiary, net of cash acquired 20.1.1   (9,054)  
Payment for interest in subsidiaries acquired     (151,908)   (32,562)
Net cash provided by (used in) investing activities     2,633,580   (456,449)
Financing activities          
Proceeds from institutional deposits and marketable debt securities 5.6.1   971,681  
Payment of institutional deposits and marketable debt securities 5.6.1   (38,693)  
Proceeds from other debt instruments, except lease 5.6.1   4,007,264   2,798,229
Payment to other debt instruments, except lease 5.6.1   (1,570,264)   (3,626,210)
Payment of principal portion of leases liabilities 5.6.1   (28,182)   (40,755)
Repurchase of own shares 13.3   (236,526)  
Acquisition of non-controlling interests     72   (1,175)
Dividends paid to non-controlling interests     (3,028)   (1,935)
Net cash provided by (used in) financing activities     3,102,324   (871,846)
Effect of foreign exchange on cash and cash equivalents     20,045   17,505
Change in cash and cash equivalents     2,566,820   690,109
Cash and cash equivalents at beginning of period 4   2,176,416   1,512,604
Cash and cash equivalents at end of period 4   4,743,236   2,202,713
Change in cash and cash equivalents     2,566,820   690,109

F-9

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(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.

 

VCK Investment Fund Limited SAC is the ultimate parent of HR Holdings LLC, which holds, approximately, 31% of the Company’s voting shares. VCK Investment Fund Limited SAC is owned by the co-founder of the Company, Mr. Andre Street.

 

The Company’s shares are publicly traded on Nasdaq under the ticker symbol STNE and its Brazilian Depositary Receipts (BDRs) representing the underlying Company´s shares are traded on the Brazilian stock exchange (B3) under the ticker symbol STOC31.

 

The Company and its subsidiaries (collectively, the “Group”) provide financial services and software solutions to clients across in-store, mobile and online device platforms helping them to better manage their businesses by increasing the productivity of their sales initiatives.

 

The interim condensed consolidated financial statements of the Group for the six months ended June 30, 2024 and 2023 were approved by the Audit Committee on August 13, 2024.

 

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, 2024 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, 2023.

 

The accounting policies adopted in this interim reporting period are consistent with those of the previous financial year, except for the following:

 

From January 1, 2024 onwards, the Group recognizes revenues from membership fees deferred through the expected lifetime of the client. The new criteria has been adopted and the Group has applied prospectively because the effect of the change and of the old criteria was not material to the consolidated financial statements both for the current and past periods. For further details see Note 15.1.

 

Considering that the Group is diversifying its sources of funding in the different markets (retail, banking, capital markets, institutional and other), as from June 30, 2024, a revised classification of deposits and debt instruments has been adopted. The comparative balances as of December 31, 2023 have been retroactively reclassified following the new criteria.

 

F-10

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

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 of revenues, expenses, assets and liabilities at the financial statement date. Actual results may differ from these estimates.

 

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 from the consolidated financial statements for the year ended December 31, 2023.

 

3.Group information

 

3.1.Subsidiaries

 

In accordance with IFRS 10 - Consolidated Financial Statements, subsidiaries are all entities in which the Company 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, 2024   December 31, 2023
             
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
Tapso Fundo de Investimento em Direitos Creditórios (“FIDC TAPSO”)   Investment fund   100.00   100.00

 

On February 7, 2024, the equity interest of Pinpag was sold, thus, the Group ceased to hold equity interest in Pinpag.

 

In the first quarter of 2024, the Group incorporated the companies Linx Impulse Ltda. ("Linx Impulse"), Stone Sociedade de Crédito, Financiamento e Investimento S.A. ("Stone SCFI"), Sponte Educação Ltda. ("Sponte Educação") and Linx Automotivo Ltda. (“Linx Automotivo”) all of which are wholly owned by the Group.

 

In the second quarter of 2024, the Group incorporated the companies Linx People Ltda. (“Linx People”), Linx Saúde Ltda. (“Linx Saúde”), Linx Commerce Ltda. (“Linx Commerce”) and Linx Enterprise Ltda. (“Linx Enterprise”) all of which are wholly owned by the Group.

 

Other than the changes described above there were no other changes in the interest held by the Group in its subsidiaries.

 

During the six months ended June 30, 2024, there were no changes in the ownership of the structured entities.

 

The Group holds call options to acquire additional interests in some of its subsidiaries (Note 5.7) and issued put options to non-controlling investors (Note 5.10.1.)

 

3.2.Associates

 

The following table shows all entities in which the Group has significant influence.

 

        % Group's equity interest
Entity name   Principal activities   June 30, 2024   December 31, 2023
             
Alpha-Logo Serviços de Informática S.A. (“Tablet Cloud”)   Technology services   25.00   25.00
APP Sistemas S.A. (“APP”) (a)   Technology services   19.80   19.90
Agilize Tecnologia S.A ("Agilize")   Technology services   33.33   33.33
Dental Office S.A. (“Dental Office”)   Technology services   20.00   20.00
Neostore Desenvolvimento de Programas de Computador S.A. (“Neomode”) (b)   Technology services   42.25   40.02
Trinks Serviços de Internet S.A. (“Trinks”) (c)   Technology services     19.90
Delivery Much Tecnologia S.A. (“Delivery Much”)   Food delivery marketplace   29.50   29.50

 

(a) In the first quarter of 2024, the equity interest held by the Group was diluted by the issuance of new shares under a long-term incentive program.

(b) On April 17, 2024, Linx Sistemas Consultoria Ltda., a Group company, increased its equity interest in Neomode through a loan conversion.

(c) On May 2, 2024, STNE Participações S.A. ("STNE PAR"), a Group company, acquired 100% of the remaining shares of Trinks. STNE PAR had already owned 19.90% of Trinks' share capital. (Note 20.1)

 

The Group holds call options to acquire additional interests in some of its associates (Note 5.7.).

 

F-11

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

4.Cash and cash equivalents

 

    June 30, 2024   December 31, 2023
         
Denominated in R$   4,514,251   2,128,425
Denominated in US$   228,985   47,991
    4,743,236   2,176,416

 

5.Financial instruments

 

5.1.Short and Long-term investments

 

    Short-term Long-term   June 30, 2024
    Listed securities   Unlisted securities   Unlisted securities  
                 
 Bonds (a)                
Brazilian sovereign bonds   49,096       49,096
Time deposits   55,947       55,947
 Equity securities (b)       32,410   32,410
 Investment funds (c)     1,532     1,532
    105,043   1,532   32,410   138,985
                 
Current               106,575
Non-current               32,410
    Short-term Long-term   December 31, 2023
    Listed securities   Unlisted securities   Unlisted securities  
                 
Bonds (a)                
Brazilian sovereign bonds   2,954,236       2,954,236
Structured notes linked to Brazilian sovereign bonds     473,259     473,259
 Time deposits   51,933       51,933
Equity securities (b)       45,702   45,702
Investment funds (c)     2,068     2,068
    3,006,169   475,327   45,702   3,527,198
                 
Current               3,481,496
Non-current               45,702

 

(a)As of June 30, 2024, bonds of listed securities are mainly linked to the CDI and Selic benchmark interest rates.

 

(b)Comprised of common shares of unlisted entities. All assets at the reporting dates are unlisted securities that are not traded in an active market and recognized at fair value through other comprehensive income. Fair value of unlisted equity instruments was determined based on negotiations of the securities. The change in fair value of equity securities at FVOCI for the six months ended June 30, 2024 was R$ 1,623, (R$ (1,141) for the six months ended June 30, 2023).

 

On June 03, 2024, the Group sold its remaining stake in Cloudwalk INC for payment of R$ 57,540. The gain on the sale of R$ 35,647 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-12

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

5.2.Accounts receivable from card issuers and accounts payable to clients

 

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, 2024   December 31, 2023
         
Accounts receivable from card issuers (a)   27,020,694   23,364,806
Accounts receivable from other acquirers (b)   598,274   667,922
Allowance for expected credit losses   (62,730)   (55,619)
    27,556,238   23,977,109
         
Current   27,471,965   23,895,512
Non-current   84,273   81,597

 

(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 Group’s cash requirement are to make prepayments to acquiring customers. The Group finances those requirements through different sources of funding including the definitive sale of receivables to third parties. When such sales of receivables are carried out to entities in which the Group has subordinated shares or quotas, the receivables sold remain in the statement of financial position, as these entities are consolidated in the financial statements. As of June 30, 2024 a total of R$ 568,225 (December 31, 2023 - R$ 467,622) were consolidated through FIDC ACR FAST and R$ 2,617,420 (December, 2023 - R$ nil) through FIDC ACR I, of which the Group has subordinated shares. When the sale of receivables is carried out to non-controlled entities and for transactions where continuous involvement is not present, the amounts transferred are derecognized from accounts receivable from card issuers. As of June 30, 2024, the sale of receivables that were derecognized from accounts receivables from card issuers in the statement of financial position represent the main form of funding used for the 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, 2024   December 31, 2023
         
Accounts receivable from subscription services   283,163   293,304
Accounts receivable from equipment rental   104,611   114,252
Chargeback   89,250   72,401
Services rendered   39,564   51,456
Receivables from registry operation   18,543   22,347
Cash in transit   23,197   24,172
Allowance for expected credit losses   (130,792)   (117,553)
Others   32,720   28,101
Total   460,256   488,480
         
Current   438,289   459,947
Non-current   21,967   28,533

 

F-13

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

5.4.Loans operations portfolio

 

Portfolio balances by product:

 

    June 30, 2024   December 31, 2023
         
Working capital loan   681,573   309,677
Credit card   30,209   3,131
Loans operations portfolio, gross   711,782   312,808
         
Allowance for expected credit losses (Note 5.4.4)   (124,989)   (62,061)
Loans operations portfolio, net of allowance for expected credit losses   586,793   250,747
         
Current   474,243   209,957
Non-current   112,550   40,790

 

5.4.1.Non-performing loans ("NPL")

 

Total outstanding of the contract whenever the clients default on an installment:

 

  June 30, 2024   December 31, 2023
  Working capital   Credit card   Total   Working capital   Credit card   Total
                       
Balances not overdue 631,098   29,822   660,920   298,460   3,130   301,590
Balances overdue by                      
<= 15 days 13,322   131   13,453   4,350   1   4,351
15 < 90 days 19,437   198   19,635   6,016     6,016
> 90 days 17,716   58   17,774   851     851
  50,475   387   50,862   11,217   1   11,218
                       
Loans operations portfolio, gross 681,573   30,209   711,782   309,677   3,131   312,808

 

5.4.2.Aging by maturity

 

    June 30, 2024   December 31, 2023
    Working capital   Credit card   Total   Working capital   Credit card   Total
Installments not overdue                        
<= 30 days   38,802   11,246   50,048   12,911   1,465   14,376
30 < 60 days   65,858   5,071   70,929   30,213   457   30,670
61 < 180 days   226,103   9,412   235,515   110,110   847   110,957
181 < 360 days   225,507   3,828   229,335   113,005   318   113,323
361 < 720 days   103,131   17   103,148   41,572   1   41,573
> 720 days   7,472     7,472   61     61
    666,873   29,574   696,447   307,872   3,088   310,960
                         
Installments overdue by                        
<= 30 days   4,356   470   4,826   904   43   947
30 < 90 days   5,053   125   5,178   799     799
91 < 180 days   3,807   40   3,847   99     99
181 < 360 days   1,484     1,484   3     3
    14,700   635   15,335   1,805   43   1,848
                         
Loans operations portfolio, gross   681,573   30,209   711,782   309,677   3,131   312,808

 

F-14

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

5.4.3.Gross carrying amount

 

The Group calculates an expected credit loss allowance for its loans based on statistical models that consider both internal and external historical data, negative credit information and guarantees, among which information addressing the behavior of each debtor. The Group calculates its loans operations portfolio in three stages:

 

(i)Stage 1: corresponds to loans that do not present significant increase in credit risk since origination;

 

(ii)Stage 2: corresponds to loans that presented significant increase in credit risk subsequent to origination.

 

The Group determines Stage 2 based on following criteria:

 

(a)absolute criteria: financial asset overdue more than 30 days, or;

 

(b)relative criteria: in addition to the absolute criteria, the Group analyzes the evolution of the risk of each financial instrument on a monthly basis, comparing the current behavior score attributed to each client with that attributed at the time of recognition of the financial asset. Behavioral scoring considers credit behavior variables, such as default on other products and market data about the customer. When the credit risk increases significantly since origination, the Stage 1 operation is moved to Stage 2.

 

For Stage 2, a cure criterion is applied when the financial asset no longer meets the criteria for a significant increase in credit risk, as mentioned above, and the loan is moved to Stage 1.

 

(iii)Stage 3: corresponds to impaired loans.

 

The Group determines Stage 3 based on following criteria:

 

(a)absolute criteria: financial asset overdue more than 90 days, or;

 

(b)relative criteria: indicators that the financial asset will not be paid in full without activating a guarantee or financial guarantee.

 

The indication that an obligation will not be paid in full includes the tolerance of financial instruments that imply the granting of advantages to the counterparty following the deterioration of the counterparty's credit quality.

 

The Group also assumes a cure criterion for Stage 3, with respect to the counterparty's repayment capacity, such as the percentage of total debt paid or the time limit to liquidate current debt obligations.

 

Management regularly seeks forward looking perspectives for future market developments including macroeconomic scenarios as well as its portfolio risk profile. Management may adjust the ECL resulting from the models above in order to better reflect this forward looking perspective.

 

Reconciliation of gross portfolio of loans operations, segregated by Stages:

 

Stage 1   December 31, 2023   Transfer to stage 2   Transfer to stage 3   Cure from stage 2   Cure from stage 3   Derecognition   Acquisition / (Settlement)   June 30, 2024
                                 
Working capital loan   296,282   (63,956)   (3,915)   31,150   142     375,381   635,084
Credit card   3,131   (663)   (81)   345   10     27,002   29,744
    299,413   (64,619)   (3,996)   31,495   152     402,383   664,828

 

Stage 2   December 31, 2023   Cure to stage 1   Transfer to stage 3   Transfer from stage 1   Cure from stage 3   Derecognition   Acquisition / (Settlement)   June 30, 2024
                                 
Working capital loan   12,195   (31,150)   (18,647)   63,956   29     (3,377)   23,006
Credit card     (345)   (19)   663       48   347
    12,195   (31,495)   (18,666)   64,619   29     (3,329)   23,353

 

F-15

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

Stage 3   December 31, 2023   Cure to stage 1   Cure to stage 2   Transfer from stage 1   Transfer from stage 2   Derecognition   Acquisition / (Settlement)   June 30, 2024
                                 
Working capital loan   1,200   (142)   (29)   3,915   18,647     (108)   23,483
Credit card     (10)     81   19     28   118
    1,200   (152)   (29)   3,996   18,666     (80)   23,601

 

Consolidated 3 stages   December 31, 2023   Derecognition   Acquisition / (Settlement)   June 30, 2024
                 
Working capital loan   309,677     371,896   681,573
Credit card   3,131     27,078   30,209
    312,808     398,974   711,782

 

5.4.4.Allowance for expected credit losses of loans operations

 

Stage 1   December 31, 2023   Transfer to stage 2   Transfer to stage 3   Cure from stage 2   Cure from stage 3   Derecognition   Acquisition / (Settlement)   June 30, 2024
                                 
Working capital loan   57,576   (21,340)   (2,741)   3,604   14     61,236   98,349
Credit card   200   (303)   (60)   44       1,724   1,605
    57,776   (21,643)   (2,801)   3,648   14     62,960   99,954

 

Stage 2   December 31, 2023   Cure to stage 1   Transfer to stage 3   Transfer from stage 1   Cure from stage 3   Derecognition   Acquisition / (Settlement)   June 30, 2024
                                 
Working capital loan   3,445   (3,604)   (13,053)   21,340   8     209   8,345
Credit card     (44)   (17)   303       (76)   166
    3,445   (3,648)   (13,070)   21,643   8     133   8,511

 

Stage 3   December 31, 2023   Cure to stage 1   Cure to stage 2   Transfer from stage 1   Transfer from stage 2   Derecognition   Acquisition / (Settlement)   June 30, 2024
                                 
Working capital loan   840   (14)   (8)   2,741   13,053     (173)   16,439
Credit card         60   17     8   85
    840   (14)   (8)   2,801   13,070     (165)   16,524

 

Consolidated 3 stages   December 31, 2023   Derecognition   Acquisition / (Settlement)   June 30, 2024
                 
Working capital loan   61,861     61,272   123,133
Credit card   200     1,656   1,856
    62,061     62,928   124,989

 

5.5.Financial assets from banking solutions

 

As required by Brazilian Central Bank (“BACEN”) regulation, client’s proceeds deposited in payment accounts must be fully collateralized by government securities, and/or deposits at BACEN. At June 30, 2024, the amount of financial assets from banking solutions was R$ 6,967,814 (December 31, 2023 - R$ 6,397,898).

 

F-16

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

5.6.Financial liabilities

 

5.6.1. Retail deposits

 

  June 30, 2024   December 31, 2023
       
Deposits from retail clients 6,471,629   6,119,455
Time deposits from retail clients (a) 341  
  6,471,970   6,119,455

 

(a)During the second quarter, the Company issued for the first time Time deposits to its retail clients. Principal and interest of such liabilities are paid at maturity, which may vary significantly in time but currently provide daily liquidity to clients.

 

5.6.2. Changes in financial liabilities

 

The table below presents the movement of financial liabilities other than Retail deposits:

 

  December 31, 2023   Additions   Disposals   Payment of principal   Payment of interest   Changes in exchange rates   Fair value adjustment   Interest   June 30, 2024
                                   
Bonds 2,402,698         (53,299)   362,353     52,519   2,764,271
Debentures, financial bills and commercial
papers (a)
1,116,252   750,000       (62,075)       70,260   1,874,437
Time deposits (b)   116,117     (4,599)   (38)       604   112,084
Obligations to open-end FIDC quota holders 452,128   105,564     (34,094)   (59)       27,587   551,126
Institutional deposits and marketable debt securities 3,971,078   971,681     (38,693)   (115,471)   362,353     150,970   5,301,918
                                   
Obligations to closed-end FIDC quota
holders (c)
53,103   2,325,984           (202,716)   99,762   2,276,133
Bank borrowings and working capital facilities 1,321,348   1,681,280     (1,570,264)   (75,797)   73,865     80,601   1,511,033
Leases 173,683   38,279   (5,560)   (28,182)   (5,730)   (658)     5,730   177,562
Other debt instruments 1,548,134   4,045,543   (5,560)   (1,598,446)   (81,527)   73,207   (202,716)   186,093   3,964,728
                                   
Current 1,879,997                               3,037,950
Non-current 3,639,215                               6,228,696

 

(a)On June 19, 2024 the subsidiary Stone SCFI concluded its first issuance of financial bills raising R$ 750,000 with a two year maturity at CDI + 0.75% p.a. The issuance is guaranteed by both Stone Pagamentos and by the Company.

 

(b)In the second quarter of 2024, the Company started the issuance of Time deposits, representing the first issuance of interest bearing deposits following the authorization granted by the BACEN to start operations earlier this year. The certificates are held by multiple counterparties and maturities up to December 2024. The principal and interest of this type of issuance are mainly paid at the maturity indexed to CDI rate.

 

(c)FIDC ACR I issued quotas in exchange for a contribution of R$ 2,325,984. The contribution was made by an special purpose vehicle funded by a revolving facility in which United States International Development Finance Corporation (“DFC”) has invested US$ 467.5 million, funding our prepayment business through this FIDC. FIDC ACR I has a final maturity of seven years and pays a semi-annual coupon at a fixed rate of 12.75% in R$.

 

F-17

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

5.7.Derivative financial instruments, net

 

    June 30, 2024   December 31, 2023
         
Cross-currency interest rate swap used as hedge accounting instrument classified as cash flow hedge (Note 5.7.1.1)   (33,218)   (311,445)
Interest rate swap used as hedge accounting instrument classified as fair value hedge (Note 5.7.1.2)   (25,355)  
Derivatives used as economic hedge instrument (Note 5.7.2)   15,484   (4,097)
Call options to acquire additional interest in associates and subsidiaries   2,138   3,553
Derivative financial instruments, net   (40,951)   (311,989)

 

5.7.1Hedge accounting

 

5.7.1.1 Cash flow hedge

 

During 2021, the Group entered into hedge operations to protect its inaugural dollar bonds, subject to foreign exchange exposure using cross-currency interest rate swap contracts. Additionally, in January 2024, the Group entered into hedge operations to protect bank borrowings, 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 US 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 interest rate swaps and their financial position as of June 30, 2024 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, 2024 – Asset (Liability)   Gain (loss) recognized in income in six months ended June 30, 2024(a)   Gain (loss) recognized in OCI (net of tax) in six months ended June 30, 2024(b)   Fair value as of December 31, 2023 – Asset (Liability)
                                 
Inaugural dollar bonds as hedged item                    
50,000   248,500   CDI + 2.94%   June 23, 2021   June 16, 2028   (3,933)   24,526   (12,852)   (26,967)
50,000   247,000   CDI + 2.90%   June 24, 2021   June 16, 2028   (3,351)   24,677   (12,878)   (26,359)
50,000   248,500   CDI + 2.90%   June 24, 2021   June 16, 2028   (6,670)   24,314   (12,849)   (27,625)
75,000   375,263   CDI + 2.99%   June 30, 2021   June 16, 2028   (4,956)   12,022   (6,402)   (43,894)
50,000   250,700   CDI + 2.99%   June 30, 2021   June 16, 2028   (9,347)   36,524   (19,281)   (29,705)
50,000   250,110   CDI + 2.98%   June 30, 2021   June 16, 2028   (14,407)   23,733   (12,775)   (29,207)
25,000   127,353   CDI + 2.99%   July 15, 2021   June 16, 2028   (4,603)   24,577   (12,865)   (16,495)
25,000   127,353   CDI + 2.99%   July 15, 2021   June 16, 2028   (5,039)   12,022   (6,409)   (16,573)
50,000   259,890   CDI + 2.96%   July 16, 2021   June 16, 2028   (7,641)   11,904   (6,357)   (37,516)
25,000   131,025   CDI + 3.00%   August 6, 2021   June 16, 2028   (7,794)   11,767   (6,345)   (18,487)
25,000   130,033   CDI + 2.85%   August 10, 2021   June 16, 2028   (6,176)   24,367   (12,855)   (19,391)
25,000   130,878   CDI + 2.81%   August 11, 2021   June 16, 2028   (6,909)   11,933   (6,365)   (19,226)
Bank borrowings as hedged item                        
95,000   467,875   CDI + 1.70%   January 4, 2024   January 8, 2025   47,608   50,157   (2,550)  
                Net amount   (33,218)   292,523   (130,783)   (311,445)

 

(a)Recognized in the statement of profit or loss, in “Financial expenses, net”. The amount recognized during the six months ended June 30, 2023 was a loss of R$ 352,490.

 

(b)Recognized in equity, in “Other comprehensive income.” The balance in the cash flow hedge reserve as of June 30, 2024 is a loss of R$ 327,971 (December 31, 2023 - loss of R$ 197,188).

 

In 2024 the Group paid R$ 116,486 (2023 - R$ 305,990) for coupon on the cross-currency swaps above.

 

F-18

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

5.7.1.2 Fair value hedge

 

During the first quarter of 2024, the Group entered into a definitive receivables assignment agreement at fixed rates with FIDC ACR I. To convert such contract to a floating rate agreement, the company is part of interest rate swap contracts. The transactions have been designated for hedge accounting and classified as fair value hedge. The fair value changes on both the hedge instruments and hedge object are recognized in the profit or loss (financial expenses, net). The details of the interest rate swaps and their financial position as of June 30, 2024 are presented as follows:

 

Notional in R$(a)   Pay rate in
local currency
  Trade date   Due date   Fair value as of June 30, 2024 – Asset (Liability)   Gain (loss) recognized in income in six months ended June 30, 2024(b)
                     
760,040   CDI + 2.03%   January 17, 2024   January 31, 2031 (c)     (48,832)
471,000   CDI + 2.14%   February 28, 2024   January 31, 2031 (c)     (27,774)
265,000   CDI + 1.68%   March 15, 2024   January 31, 2031 (c)     (14,323)
25,228   CDI + 1.94%   March 18, 2024   January 31, 2031 (c)     (1,299)
14,514   CDI + 1.57%   March 18, 2024   January 31, 2031 (c)     (754)
760,040   CDI + 0.71%   June 14, 2024   January 31, 2031   (8,192)   (8,192)
471,000   CDI + 0.90%   June 14, 2024   January 31, 2031   (5,060)   (5,060)
265,000   CDI + 0.55%   June 14, 2024   January 31, 2031   (2,870)   (2,870)
25,228   CDI + 0.86%   June 14, 2024   January 31, 2031   (433)   (433)
14,514   CDI + 0.48%   June 14, 2024   January 31, 2031   (298)   (298)
790,834   CDI + 0.84%   June 14, 2024   January 31, 2031   (8,502)   (8,502)
            Net amount   (25,355)   (118,337)

 

(a)The interest expense of the hedged obligations is taxable/deductible. For the operations contracted in the second quarter of 2024, the hedge relationship has been designed to hedge the fair value risk on an after-tax basis. As a result, the notional amount of the swaps is less than the notional amount of the obligation.

 

(b)Recognized in the statement of profit or loss, in “Financial expenses, net”.

 

(c)Operations settled on June 24, 2024.

 

In the second quarter of 2024, the Group paid R$ 92,982 in interest rate swap coupon payments mentioned above.

 

F-19

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

5.7.2Economic hedge

 

5.7.2.1Currency 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 exposure to the U.S. Dollar and Euro. The Group uses those derivatives to hedge foreign currency risk associated with two exposures: (i) the cash position it holds, and (ii) certain software purchase agreements.

 

    June 30, 2024
    Minimum Rate   Maximum Rate   Notional   Gain (loss)   Balance
                     
NDF Dollar   5.218   5.530   32,470   2,481   2,533
NDF Euro   5.657   5.923   285   119   91
                     
    December 31, 2023
    Minimum Rate   Maximum Rate   Notional   Gain (loss)   Balance
                     
NDF Dollar   4.8220   4.9400   6,460   19,116   323
NDF Euro   5.3208   5.3715   570   (447)   4

 

5.7.2.2Interest rates hedge

 

The Group mitigates the interest rate risk generated by the gap between its prepayment business (fixed rate) and loan portfolio (fixed rate) 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.

 

    June 30, 2024
    Minimum Rate   Maximum Rate   Maturity is up to   Notional   Gain (loss) Balance
                       
Interest rate swaps (Fixed rate to CDI)   9.8 %   13.1 %   Nov/25   13,810,303   13,997 12,860
                       
    December 31, 2023
    Minimum Rate   Maximum Rate   Maturity is up to   Notional   Gain (loss) Balance
                       
Interest rate swaps (Fixed rate to CDI)   10.2 %   14.3 %   May/25   6,079,500   (7,328) (4,424)

 

5.8.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 as the Group originates assets at fixed rates (credit card prepayment and loans) and with funding through fixed and floating rates with unmatched maturities of such assets. The second risk arises from fluctuations in exchange rates among Brazilian Reais and the currencies of countries where the Group has subsidiaries in addition to its indebtedness and expenses denominated in currencies other than the Brazilian Real. The Group’s main liquidity risk is its potential inability to raise financing to continue its prepayment and credit business, which although not a legal obligation, is a significant component of its revenues. Potential loss from its loan portfolio is the main credit risk faced by the Group. The counterparty risk is mainly generated by the counterparties with which the Group engages for 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.

 

The Group’s financial risk management is carried out by the Risk Management Area.

 

F-20

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

5.9.Financial instruments by category

 

5.9.1.Financial assets by category

 

    Amortized cost   FVPL   FVOCI   Total
                 
June 30, 2024                
Short and Long-term investments     106,575   32,410   138,985
Financial assets from banking solutions   6,967,814       6,967,814
Accounts receivable from card issuers       27,556,238   27,556,238
Trade accounts receivable   460,256       460,256
Loans operations portfolio   586,793       586,793
Derivative financial instruments(a)     71,275     71,275
Receivables from related parties   714       714
Other assets   523,767       523,767
    8,539,344   177,850   27,588,648   36,305,842
                 
December 31, 2023                
Short and Long-term investments     3,481,496   45,702   3,527,198
Financial assets from banking solutions   5,250,496   1,147,402     6,397,898
Accounts receivable from card issuers   5,877     23,971,232   23,977,109
Trade accounts receivable   488,480       488,480
Loans operations portfolio   250,747       250,747
Derivative financial instruments(a)     4,182     4,182
Receivables from related parties   2,512       2,512
Other assets   518,362       518,362
    6,516,474   4,633,080   24,016,934   35,166,488

 

(a)Derivative financial instruments as of June 30, 2024 of R$ 33,218 (December 31, 2023 – R$ 311,445) were designated as cash flow hedging instruments, and therefore the effective portion of the hedge is accounted for in OCI.

 

5.9.2.Financial liabilities by category

 

    Amortized cost   FVPL   Total
             
June 30, 2024            
Retail deposits   6,471,970     6,471,970
Accounts payable to clients   18,512,856     18,512,856
Trade accounts payable   525,684     525,684
Institutional deposits and marketable debt securities   5,301,917     5,301,917
Other debt instruments(a)   1,688,596   2,276,133   3,964,729
Derivative financial instruments     112,226   112,226
Other liabilities   251,374   282,176   533,550
    32,752,397   2,670,535   35,422,932
             
December 31, 2023            
Retail deposits   6,119,455     6,119,455
Accounts payable to clients   19,199,127     19,199,127
Trade accounts payable   513,877     513,877
Institutional deposits and marketable debt securities   3,971,077     3,971,077
Other debt instruments   1,548,135     1,548,135
Derivative financial instruments     316,171   316,171
Other liabilities   119,526   410,504   530,030
    31,471,197   726,675   32,197,872
(a)The debt designated for hedge accounting as the hedged item in a fair value hedge is adjusted for changes on its fair value only attributable to the specifically designated risks being hedged.

 

F-21

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

5.10.Fair value measurement

 

5.10.1.Assets and liabilities by fair value hierarchy

 

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

 

  June 30, 2024   December 31, 2023
  Fair value   Hierarchy level   Fair value   Hierarchy level
Assets measured at fair value              
Short and Long-term investments(a) (b) 138,985   I /II   3,527,198   I /II
Financial assets from banking solutions(b)   I   1,147,402   I
Accounts receivable from card issuers(c) 27,556,238   II   23,971,232   II
Derivative financial instruments(d) 71,275   II   4,182   II
  27,766,498       28,650,014    
               
Liabilities measured at fair value              
Other debt instruments(g) 2,276,133   II     II
Derivative financial instruments(d) 112,226   II   316,171   II
Other liabilities(e) (f) 282,176   III   410,504   III
  2,670,535       726,675    

 

(a)Listed securities are classified as Level I and unlisted securities classified as Level II, determining fair value 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.

 

(d)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 observable market inputs.

 

(e)These 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 as 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.

 

(f)The Group issued put options for Reclame Aqui’s non-controlling interests, in the 2022 business combination. For the non-controlling shareholder amounts the Group has elected as an accounting policy that the put options 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 financial liability and the non-controlling interests derecognized at each period is recognized as an equity transaction. The amount of R$ 193,883 was recorded in the consolidated statement of financial position as of June 30, 2024 as a financial liability under other liabilities (December 31, 2023 - R$ 178,721).

 

(g)For Other debt instruments, fair value is estimated by discounting future cash flows using contract rates for funding items, and using market value of senior quotas liabilities

 

In the six month periods ended June 30, 2024 and 2023, there were no transfers between level I and level II and between level II and level III fair value measurements.

 

5.10.2.       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, 2024 December 31, 2023
    Book value   Fair value   Book value   Fair value
                 
Financial assets                
Loans operations portfolio   586,793   549,698   250,747   250,877
    586,793   549,698   250,747   250,877
                 
Financial liabilities                
Accounts payable to clients   18,512,856   17,759,792   19,199,127   18,685,622
Institutional deposits and marketable debt securities   5,301,917   6,578,210   3,971,077   4,692,866
    23,814,773   24,338,002   23,170,204   23,378,488

F-22

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

6.

Other assets

 

    June 30, 2024   December 31, 2023
         
Customer deferred acquisition costs   197,234   190,239
Prepaid expenses(a)   120,291   189,371
Salary advances   67,626   10,837
Receivables from the sale of associates and subsidiaries (b)   50,992   18,676
Suppliers advances   21,523   35,835
Security deposits   14,184   14,230
Judicial deposits   13,402   22,507
Convertible loans   12,121   11,267
Other   26,394   25,400
    523,767   518,362
         
Current   390,493   380,854
Non-current   133,274   137,508

 

(a)These expenditures include, but are not limited to, prepaid software licenses, certain consulting services, insurance premiums and prepaid marketing expenses. The amount recognized as asset in the statement of financial position is charged to the statement of profit or loss once the prepaid services are consumed by the Group. The balance is comprised mainly by prepaid software subscriptions and licenses for R$ 78,500 (December 31, 2023 - R$ 32,639), and prepaid media R$ 20,744 (December 31, 2023 - R$ 114,260).

 

(b)Refers to balances receivable from buyers for the sale of the equity interest of Pinpag and Everydata Group Ltd. (formerly, StoneCo CI) and its subsidiaries (namely, the Creditinfo Caribbean companies).

 

7.Recoverable taxes

 

  June 30, 2024   December 31, 2023
       
Withholding income tax on financial income(a) 155,115   101,579
Income tax and social contribution 12,807   9,584
Other withholding income tax 2,342   19,710
Contributions over revenue(b) 1,976   544
Other taxes 10,467   14,922
  182,707   146,339

 

(a)Refers to income taxes withheld on financial income which will be offset against future income tax payable.

 

(b)Refers to income taxes, social contributions, and withholding tax prepayments that have been offset against income tax payable.

 

F-23

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

8.Income taxes

 

The Company is domiciled in the Cayman Islands and there is no income tax in that jurisdiction. Some of the income earned by the Company is related to transactions abroad which are subject to a 15% rate of withholding tax.

 

8.1.Reconciliation of income tax expense

 

Considering the fact that the Company is an entity located in the Cayman Islands 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, 2024 and 2023, as Brazil is the jurisdiction in which most of the Group’s transactions takes place, the combined Brazilian statutory income tax rates at 34% was applied.

 

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,
  2024   2023   2024   2023
               
Profit before income taxes 1,135,704   729,085   651,687   422,273
Brazilian statutory rate 34%   34%   34%   34%
Tax (expense) at the statutory rate (386,139)   (247,889)   (221,574)   (143,573)
               
Additions (exclusions):              
Profit (loss) from entities subject to different tax rates 126,908   46,503   57,296   19,977
Profit (loss) from entities subject to different tax rates - Mark to market on equity securities designated at FVPL   10,395    
Other permanent differences (8,642)   (1,110)   (5,780)   8,245
Equity pickup on associates (38)   303   (144)   651
Unrecognized deferred taxes (26,433)   (9,904)   (2,038)   (4,965)
Use of previously unrecognized tax losses 225   1,955   (47)   1,955
Previously unrecognized on deferred income tax (temporary and tax losses) 18,577     18,000   (358)
Research and development tax benefits (Lei do Bem) 8,812   2,242   (1,208)   2,242
Other tax incentives 2,922   1,321   2,109   764
Total income tax and social contribution benefit/(expense) (263,808)   (196,184)   (153,386)   (115,062)
Effective tax rate 23.2 %   26.9 %   23.5 %   27.2 %
               
Current income tax and social contribution (257,229)   (117,753)   (151,377)   (74,199)
Deferred income tax and social contribution (6,579)   (78,431)   (2,009)   (40,863)
Total income tax and social contribution benefit/(expense) (263,808)   (196,184)   (153,386)   (115,062)

 

8.2.Deferred income taxes by nature

 

  December 31, 2023   Recognized against other comprehensive income   Recognized against profit or loss   June 30, 2024
               
Losses available for offsetting against future taxable income 343,313     40,109   383,422
Other temporary differences 302,551     (18,437)   284,114
Assets at FVOCI 179,944   30,364     210,308
Share-based compensation 123,211     49,817   173,028
Contingencies arising from business combinations 36,320     1,858   38,178
Tax deductible goodwill 42,625     (29,365)   13,260
Technological innovation benefit (9,038)     (40,284)   (49,322)
Temporary differences under FIDC (224,733)     (27,609)   (252,342)
Intangible assets and property and equipment arising from business combinations (676,215)     17,332   (658,883)
Deferred tax, net 117,978   30,364   (6,579)   141,763

 

F-24

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

8.3.Unrecognized deferred taxes

 

The Group has accumulated tax loss carryforwards and other temporary differences in some subsidiaries in the amount of R$ 141,433 (December 31, 2023 – R$ 133,710) 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.

 

9.Property and equipment

 

9.1.Changes in Property and equipment

 

  December 31, 2023   Additions   Disposals   Transfers   Effects of changes in foreign exchange rates   Business combination   June 30, 2024
Cost                          
Pin Pads & POS 2,359,314   343,620   (88,448)         2,614,486
IT equipment 295,330   19,335   (28,912)     68   423   286,244
Facilities 77,594   845   (173)   288   2     78,556
Machinery and equipment 23,950   1,642   (939)     (7)     24,646
Furniture and fixtures 22,684   345   (285)     15   15   22,774
Vehicles and airplane 27,175   46   (35)     8     27,194
Construction in progress 30,962   3,934   (5,173)   (288)       29,435
Right-of-use assets - equipment 4,880     (197)         4,683
Right-of-use assets - vehicles 31,976   20,519   (11,976)         40,519
Right-of-use assets - offices 179,154   16,971   (11,688)     164     184,601
  3,053,019   407,257   (147,826)     250   438   3,313,138
Depreciation                          
Pin Pads & POS (1,065,406)   (258,092)   85,752         (1,237,746)
IT equipment (172,517)   (25,786)   21,933     (167)     (176,537)
Facilities (30,507)   (7,001)   107     542     (36,859)
Machinery and equipment (20,039)   (3,980)   846     1,144     (22,029)
Furniture and fixtures (6,798)   (1,193)   194     (21)     (7,818)
Vehicles and airplane (5,468)   (1,536)   35     (11)     (6,980)
Right-of-use assets - equipment (1,150)   (39)   197         (992)
Right-of-use assets - Vehicles (23,302)   (7,866)   7,168         (24,000)
Right-of-use assets - Offices (65,935)   (17,303)   11,215     50     (71,973)
  (1,391,122)   (322,796)   127,447     1,537     (1,584,934)
                           
Property and equipment, net 1,661,897   84,461   (20,379)     1,787   438   1,728,204

 

9.2.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,
    2024   2023   2024   2023
                 
Cost of services   334,089   290,339   172,236   150,969
Administrative expenses   87,796   118,648   41,312   57,453
Selling expenses   19,674   25,195   10,676   13,266
Depreciation and Amortization charges (Note 16)   441,559   434,182   224,224   221,688
Depreciation charge   322,796   283,621   165,983   146,989
Amortization charge   118,763   150,561   58,241   74,699
Depreciation and Amortization charges   441,559   434,182   224,224   221,688

 

F-25

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

10.Intangible assets

 

10.1.Changes in Intangible assets

 

  December 31, 2023   Additions   Disposals   Transfers  

Effects of hyperinflation

 

  Effects of changes in foreign exchange rates   Business combination   June 30, 2024
                               
Cost                              
Goodwill - acquisition of subsidiaries 5,634,903     (44,535)       53   47,441   5,637,862
Customer relationships 1,793,696   2,070   (14,062)           1,781,704
Trademarks and patents 550,999   2,065   (11,841)           541,223
Software 1,334,698   77,665   (30,810)   47,412     2,150     1,431,115
Non-compete agreement 26,024               26,024
Operating license 5,674               5,674
Software in progress 274,608   169,658   (10,006)   (47,072)         387,188
Right-of-use assets - Software 50,558   789         (2)     51,345
  9,671,160   252,247   (111,254)   340     2,201   47,441   9,862,135
Amortization                              
Customer relationships (343,981)   (28,942)   11,472           (361,451)
Trademarks and patents (20,219)   (572)   3,559           (17,232)
Software (474,163)   (79,376)   23,840   (340)   (414)   (260)     (530,713)
Non-compete agreement (12,834)   (2,436)             (15,270)
Operating license (5,673)               (5,673)
Right-of-use assets - Software (19,371)   (7,437)             (26,808)
  (876,241)   (118,763)   38,871   (340)   (414)   (260)     (957,147)
                               
Intangible assets net 8,794,919   133,484   (72,383)     (414)   1,941   47,441   8,904,988

 

11.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,   Three months ended June 30,
    2024   2023   2024   2023
                 
Sale of services                
                 
Associates (legal and administrative services)(a) 18   76   7   38
    18   76   7   38
                 
Purchases of goods and services                
                 
Associates (transaction services)(b) (1,136)   (1,526)   (766)   (300)
    (1,136)   (1,526)   (766)   (300)

 

(a)Related to services provided to Trinks until May 2, 2024, when the Group acquired 100% of the equity capital and Trinks started to be consolidated into these financial statements.

 

(b)Related mainly to expenses paid to Trinks, RH Software, APP and Tablet Cloud for consulting services, marketing expenses, sales commissions and software license to new customer’s 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.

 

F-26

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

11.1.Balances

 

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

 

  June 30, 2024   December 31, 2023
Loans to associate 714   2,512
Receivables from related parties 714   2,512

 

As of June 30, 2024, 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.

 

12.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.

 

12.1.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, 2023   35,862   39,705   133,299   208,866
Additions   34,639   34,232   2   68,873
Reversals   (16,494)   (12,361)     (28,855)
Interests   2,120   4,780   7,005   13,905
Payments   (13,980)   (5,623)   (9,985)   (29,588)
Balance as of June 30, 2024   42,147   60,733   130,321   233,201

 

    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   (1,539)   (633)   (14,697)   (16,869)
Balance as of June 30, 2023   36,365   16,708   159,432   212,505

 

12.1.1.Civil lawsuits

 

In general, provisions and contingencies arise from claims related to lawsuits of a similar nature, with individual amounts that are not considered significant. The nature of the civil litigations has been categorized according to the primary business fronts of the Group. Substantial provisions are specifically summarized in two of these business domains, namely (i) acquiring, totaling R$ 20,978 as of June 30, 2024 (R$ 18,556 as of December 31, 2023) and (ii) banking, totaling R$ 16,545 as of June 30, 2024 (R$ 12,559 as of December 31, 2023).

 

F-27

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

12.1.2.Labor claims

 

In the context of Labor Courts, the Group encounters recurrent lawsuits, primarily falling in two categories: (i) labor claims by former employees and (ii) labor claims brought forth by former employees of outsourced companies contracted by the Group. These claims commonly center around issues such as the claimant’s placement in a different trade union and payment of overtime. The initial value of these lawsuits is asserted by the former employees at the commencement of the legal proceeding.

 

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

 

The Group is party to 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, 2024   December 31, 2023
         
Civil   57,564   50,762
Labor   6,432   2,179
Tax   86,926   181,163
Total   150,922   234,104

 

12.2.1.Civil lawsuits

 

The Group is a party to several legal actions whose subjects are connected to its ordinary operations. In this regard, civil lawsuits have been categorized according to the Group’s primary business fronts, mainly: (i) acquiring, amounting to R$ 12,608 as of June 30, 2024 (R$ 9,239 as of December 31, 2023); and (ii) software, amounting to R$ 28,597 as of June 30, 2024 (R$ 28,412 as of December 31, 2023).

 

For the acquiring business, 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$ 11,026 as of June 30, 2024 (R$ 10,706 as of December 31, 2023). For the software product line, there is significant indemnity lawsuit filed by an indirect supplier, for the utilization of a specific software provided by the partner, amounting to R$ 26,360 as of June 30, 2024 (R$ 25,596 as of December 31, 2023).

 

12.2.2 Tax litigations

 

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, 2024, the updated amount recorded as a probable loss is R$ 29,395 (December 31, 2023 - R$ 27,937), and the amount of R$ 30,258 (December 31, 2023 - R$ 29,727) is considered as a possible loss (contingency arising from the acquisition of Linx).

 

During 2022 and 2023, the Group received tax assessment issued by a municipal tax authority relating to the allegedly insufficient payment of tax on services rendered. Considering a partial victory and reduction of the amounts being claimed, as of June 30, 2024 the updated amount of claims are R$ 35,805 (December 31,2023 – R$ 129,141). The cases are classified as possible loss.

 

12.3.Judicial deposits

 

For certain contingencies, the Group has made judicial escrow 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, 2024 is R$ 13,402 (December 31, 2023 - R$ 22,507), which are included in other assets in non-current assets. Regarding the reduction of the amounts, regarding the tax values, these are amounts deposited in court, which were converted in favor of the Public Treasury, resulting from active legal action which discussed the incidence of taxation on software operations.

 

F-28

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

13.Equity

 

13.1Authorized capital

 

On June 30, 2024 and December 31, 2023, the Company’s issued capital totaled R$ 76 thousand. The Company has an authorized share capital of US Dollar 50 thousand, corresponding to 630,000,000 authorized shares with a par value of US Dollar 0.000079365 each. 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.

 

13.2.Subscribed and paid-in capital and capital reserve

 

The Articles of Association provide that at any time when there are Class A common shares 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.

 

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 Islands Law, the balance 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 Islands Solvency Test which addresses the Company’s ability to pay debts as they fall due in the natural course of business.

 

There were no changes in the number of shares during the six months ended June 30, 2024:

 

    Number of shares
    Class A   Class B   Total
             
Of December 31, 2023   295,498,750   18,748,770   314,247,520
Of June 30, 2024   295,498,750   18,748,770   314,247,520

 

13.3.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 September 21, 2023, the Company's Board of Directors approved a new program under which the Company may repurchase up to R$ 300,000 in outstanding Class A common shares ("New Repurchase Program"). The New Repurchase Program went into effect after the date of the resolution.

 

Following the New Repurchase Program concluded in early November 2023, on November 9, 2023 the amount of R$ 292,745 was used to repurchase shares. As a result, the Company's Board of Directors approved an additional share repurchase program. Under this program, the Company may repurchase up to R$ 1 billion in Class A common shares (“Additional Share Repurchase Program”).

 

As of December 31, 2023 the Company holds 5,311,421 Class A common shares in treasury. The main transactions involving treasury shares during the calendar year ended on December 31, 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 Trampolin, which originally occurred in August 2021; (ii) delivery of 824 shares in the context of the transaction completed with Vitta Group in May 2020; (iii) delivery of 132,607 shares to Linx founding shareholders, in accordance with the non-compete agreement signed; (iv) delivery of 375,531 shares due to vesting of RSUs awards; (v) transfer of 130,488 treasury shares due to the anti-dilutive mechanism of the IPO pool signed with the founders of the Company; and (vi) repurchase of 5,733,740 Class A shares for the amount of R$ 292,745.

 

In the six months ended of 2024, the movements in treasury shares correspond to (i) delivery of 132,606 shares to Linx founding shareholders, by the non-compete agreement signed; (ii) delivery of 510,835 shares due to vesting of RSUs awards; (iii) repurchase of 3,237,251 Class A shares for the amount of R$ 236,526.

 

As of June 30, 2024, the Company holds a balance of 7,905,231 Class A common shares in treasury.

 

F-29

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

13.4. Other comprehensive income (OCI)

 

OCI represents the profit or loss not reported in the statement of profit and loss being separately presented in the financial statements. This includes Company transactions and operations that are not considered realized gains or losses. The table presents the accumulated balance of each category of OCI as of June 30, 2024 and December 31, 2023:

 

    June 30, 2024   December 31, 2023
         
Other comprehensive income (loss) that may be reclassified to profit or loss in
subsequent periods (net of tax):
       
         
Exchange differences on translation of foreign operations   (38,932)   (41,266)
Accounts receivable from card issuers at fair value   (407,291)   (348,529)
Unrealized loss on cash flow hedge   (327,971)   (197,188)
         
Other comprehensive income (loss) that will not be reclassified to profit or loss
in subsequent periods (net of tax):
       
         
Changes in fair value of equity instruments designated at fair value   291,623   254,353
Effects of hyperinflationary accounting   14,557   12,181
Total   (468,014)   (320,449)

 

14.Earnings per share

 

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

 

Diluted earnings per share considers the number of shares outstanding for the purposes of basic earnings plus (when dilutive) the number of potentially issuable shares.

 

All numbers of shares for the purpose of earnings per share are the weighted average during each period presented.

 

14.1.Numerator of earnings per share

 

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,
    2024   2023   2024   2023
                 
Net income attributable to controlling shareholders   869,095   532,008   496,114   305,369
Numerator of basic EPS   869,095   532,008   496,114   305,369

 

In determining the numerator of diluted EPS, earnings attributable to the Group is allocated as follows:

 

    Six months ended June 30,   Three months ended June 30,
    2024   2023   2024   2023
                 
Net income attributable to controlling shareholders   869,095   532,008   496,114   305,369
Numerator of diluted EPS   869,095   532,008   496,114   305,369

F-30

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

14.2.Basic and Diluted earnings per share

 

The following table contains the EPS of the Group for the six and three months ended June 30, 2024 and 2023 (in thousands except share and per share amounts):

 

    Six months ended June 30,   Three months ended June 30,
    2024   2023   2024   2023
                 
Numerator of basic EPS   869,095   532,008   496,114   305,369
                 
Weighted average number of outstanding shares   308,241,316   312,912,323   307,483,544   313,074,253
Weighted average number of contingently issuable shares with conditions satisfied   345,352     345,352  
Denominator of basic EPS   308,586,668   312,912,323   307,828,896   313,074,253
                 
Basic earnings per share - R$   2.82   1.70   1.61   0.98
                 
Numerator of diluted EPS   869,095   532,008   496,114   305,369
                 
Share-based instruments (a)   6,847,645   12,742,894   6,982,345   13,837,978
Denominator of basic EPS   308,586,668   312,912,323   307,828,896   313,074,253
Denominator of diluted EPS   315,434,313   325,655,217   314,811,241   326,912,231
                 
Diluted earnings per share - R$   2.76   1.63   1.58   0.93

 

(a)Including share-based compensation, contingent consideration and non-compete agreement with founders of Linx. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding, considering potentially convertible instruments.

 

14.3.Detail of potentially issuable common shares for purposes of Diluted EPS

 

The potentially issuable common shares consider the difference between the issuable shares under share-based instruments and the number of shares that potentially be purchased at the weighted average market price of the shares during the period with the amount of future compensation expense of those share-based instruments, as presented as follows:

 

    Six months ended June 30, 2024   Three months ended June 30, 2024
         
Shares issuable under share-based payment plans for which performance conditions have already been met   13,646,364   14,317,526
Total weighted average shares that could have been purchased: compensation expense to be recognized in future periods divided by the weighted average market price of Company’s shares   (7,064,854)   (7,601,316)
Other total weighted average shares potentially issuable for no additional consideration   266,135   266,135
Share-based instruments   6,847,645   6,982,345

 

15.Revenue and income

 

15.1.Timing of revenue recognition

 

Net revenue from transaction activities and other services and discount fees charged for the prepayment of accounts payable to client are recognized at a point in time, except for membership fees which are recognized over time as mentioned in Note 2.1. All other revenue and income are recognized over time.

 

The Group has recognized revenue to those membership fees in the amount of R$ 35,466 in the six months ended June 30, 2024 (June 30, 2023 - R$ 160,692).

 

During the six months ended June 30, 2024 the Group billed R$ 154,708 in membership fees (six months ended June 30, 2023 - R$ 160,692).

 

Net revenue from transaction activities and other services includes membership fee mentioned above and R$ 24,183 of registry business fee in the six months ended June 30, 2024 (R$ 41,039 in six months ended June 30, 2023).

 

F-31

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

16.Expenses by nature

 

  Six months ended June 30,   Three months ended June 30,
  2024   2023   2024   2023
               
Personnel expenses 1,407,992   1,351,287   730,974   662,927
Transaction and client services costs (a) 726,287   578,430   372,116   290,770
Depreciation and amortization (Note 9.2) 441,559   434,182   224,224   221,688
Marketing expenses and sales commissions (b) 516,854   361,945   246,492   178,302
Third parties services 140,674   109,186   74,979   47,918
Other 174,002   133,567   53,926   56,235
Total expenses 3,407,368   2,968,597   1,702,711   1,457,840

 

(a)Transaction and client services costs include card transaction capturing services, card transaction and settlement processing services, logistics costs, payment scheme fees, cloud services, allowance for expected credit losses and other costs.

 

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

 

17. Financial expenses, net

 

  Six months ended June 30,   Three months ended June 30,
  2024   2023   2024   2023
               
Finance cost of sale of receivables 1,298,491   1,585,564   625,689   870,853
Interest on bond (Note 5.6.1 e 5.7.1) 172,506   205,269   87,366   102,323
Other interest on loans and financing 284,544   145,924   167,991   62,501
Foreign exchange (gains) and losses (10,074)   (13,442)   (7,107)   (3,574)
Other 2,132   74,168   (22,887)   41,741
Total 1,747,599   1,997,483   851,052   1,073,844

 

18.Employee benefits

 

18.1.Share-based payment plans

 

The Group has equity settled share-based payment instruments, under which management grants shares to employees and non-employees depending on the strategy of the Group. The following table outlines the key share-based awards movements - in number of shares - as of June 30, 2024 and December 31, 2023.

 

  Equity
  RSU   PSU   Options   Total
               
Balance as of December 31, 2023 12,429,557   8,305,048   45,159   20,779,764
Granted 2,775,617   194,019     2,969,636
Cancelled (1,198,489)   (3,328,367)     (4,526,856)
Delivered (655,860)       (655,860)
Balance as of June 30, 2024 13,350,825   5,170,700   45,159   18,566,684

 

F-32

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

18.1.1.Restricted share units ("RSU")

 

RSUs have been granted to certain key employees under the Long-Term Incentive Plan (“LTIP”) to incentivize and reward such individuals. These awards are equity-classified for accounting purposes and may be granted as part of the annual equity bonus and also as special recognition equity awards with a weighted average vesting period of 2.9 years, subject to and conditioned upon the achievement of certain targets which are generally solely service conditions. Assuming these conditions are met, awards are settled through Class A common shares. If the applicable conditions are not achieved, the awards are forfeited for no consideration.

 

In the second quarter of 2024, the Company granted 406,457 RSU’s with an average grant-date fair value of R$ 81.32, which were determined based on the fair value of the equity instruments granted and the exchange rate, both at the grant date. Moreover, 587,291 RSUs vested in the first quarter, resulting in a delivery through treasury shares of 402,652 shares net of withholding taxes.

 

In the six months ended June 30, 2024, the Company granted 2,775,617 RSU’s with an average grant-date fair value of R$ 81.69, which were determined based on the fair value of the equity instruments granted and the exchange rate, both at the grant date. Moreover, 655,860 RSUs vested in the first semester, resulting in a delivery through treasury shares of 466,341 shares net of withholding taxes.

 

On June 30, 2024, 923 vested RSUs were pending settlement by issuance of shares.

 

18.1.2.Performance share units ("PSU")

 

PSUs are equity classified for accounting purposes and the vast majority have been granted as part of special recognition equity awards with a weighted average vesting period of 2.7 years. PSU grants beneficiaries the right to receive shares if the Group reaches minimum levels of total shareholder return (“TSR”) for a specific period. If the minimum performance condition is not met the PSUs will not be delivered.

 

The fair value of the instruments 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 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.

 

In the second quarter of 2024, the Company granted 69,599 new PSUs with an average grant-date fair value of R$ 10.31. 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 six months ended June 30, 2024, the Company granted 194,019 new PSUs with an average grant-date fair value of R$ 11.11. 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.

 

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 3.54% and 4.90% according to 3-month LIBOR/SOFR forward curve for 3 and 5 years period, and (ii) annual volatility between 73.23% and 75.12%, based on the Company’s historical stock price.

 

18.1.3.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, 2024, 14,592 (14,592 for the six months ended June 30, 2023) stock options were exercisable.

 

18.1.4 Share-based payment expenses

 

During the six months ended June 30,2024, a net reversal of R$ 40,461 was recognized as Other income (expenses), net due to events such as the forfeiture of 3,833,527 shares because of failure to satisfy service vesting condition.

 

The total expense related to share-based plans, including taxes and social charges, recognized as Other income (expenses), net for the programs was R$ 90,156 for the six months and R$ 64,373 for three months ended June 30, 2024 (R$ 120,525 for the six months and R$ 50,407 for three months ended June 30, 2023).

 

F-33

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

19.Other disclosures on cash flows

 

19.1.Non-cash operating activities

 

  Six months ended June 30,
  2024   2023
       
Fair value adjustment on loans designated at FVPL   (124,571)
Adjustment on FIDC obligations designated for fair value hedge (Note 5.6.1) 202,716  
Fair value adjustment on equity securities designated at FVPL 3,912   30,574
Fair value adjustment in financial instruments designated at FVPL 206,628   (93,997)
       
Changes in the fair value of accounts receivable from card issuers at FVOCI 89,126   (139,846)
Fair value adjustment on equity instruments/listed securities designated at FVOCI (Note 5.1) 1,623   (1,141)

 

19.2.Non-cash investing activities

 

  Six months ended June 30,
  2024   2023
       
Property and equipment and intangible assets acquired through lease (Note 9.1 and 10.1) 38,279   58,610

 

19.3.Non-cash financing activities

 

  Six months ended June 30,
  2024   2023
       
Unpaid consideration for acquisition of non-controlling shares 653   990

 

19.4Breakdown of interest income received, net of costs

 

  Six months ended June 30,
  2024   2023
       
Interest income received on accounts payable to clients 3,337,422   2,731,221
Finance cost of sale of receivables on Accounts receivable from card issuers (Note 17) (1,298,491)   (1,585,564)
Interest income received, net of costs 2,038,931   1,145,657

 

19.5.Property and equipment, and intangible assets

 

  Six months ended June 30,
  2024   2023
       
Additions of property and equipment (Note 9.1) (407,257)   (395,593)
Additions of right of use (IFRS 16) (Note 9.1) 37,490   26,061
Payments from previous period (65,348)   (176,835)
Purchases not paid at period end 44,203   10,100
Prepaid purchases of POS   (244)
Purchases of property and equipment (390,912)   (536,511)
       
Additions of intangible assets (Note 10.1) (252,247)   (238,744)
Additions of right of use (IFRS 16) (Note 10.1) 789   32,549
Payments from previous period (14,117)   (6,593)
Purchases not paid at period end 5,230   716
Purchases and development of intangible assets (260,345)   (212,072)
       
Net book value of disposed assets (Notes 9.1 and 10.1) 92,762   69,081
Net book value of disposed leases (Note 5.6.1) (5,560)   (23,243)
Gain (loss) on disposal of property and equipment and intangible assets (14,317)   (45,065)
Disposal of Pinpag property, equipment and intangible assets (59,176)  
Disposal of Cappta property, equipment and intangible assets, including goodwill   1,767
Outstanding balance (9,493)   (2,295)
Proceeds from disposal of property and equipment and intangible assets 4,216   245

F-34

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

20.Business combination

 

20.1Trinks acquisition

 

On May 2, 2024, after buying shares from selling shareholders the Group obtained the control of Trinks with a 100% equity interest. Trinks was previously an associate and accounted for under the equity method. The Group previously held an equity interest of 19.9% in Trinks which was acquired on November 25, 2019. Trinks is an unlisted company based in the State of Rio de Janeiro, Brazil, that develops an integrated solution of management, focused mainly on the beauty service segment.

 

20.1.1. Financial position of business acquired

 

The allocation of assets acquired and liabilities assumed in the business combinations mentioned above are presented below. Identification and measurement of assets acquired, liabilities assumed, consideration transferred and goodwill are preliminary.

 

Fair value   Trinks
     
Cash and cash equivalents   991
Short-term investments   1,788
Trade accounts receivable   1,379
Recoverable taxes   158
Property and equipment   438
Other assets   243
Total assets   4,997
     
Accounts payable to clients   187
Labor and social security liabilities   1,840
Taxes payable   252
Total liabilities   2,279
     
Net assets and liabilities (a)   2,718
Consideration paid (Note 20.1.2)   50,159
Goodwill   47,441

 

(a) The net assets are based on the financial position of business acquired and the fair value amount and purchase price allocation are still being evaluated by the Group.

 

F-35

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

20.1.2 Consideration paid

 

The fair value of the consideration transferred on the business combination were as follows:

 

  Trinks
   
Cash consideration paid to the selling shareholders 10,045
Cash consideration to be paid to the selling shareholders 30,135
Previously held equity interest in the acquiree, at fair value (a) 9,979
Total (b) 50,159

 

(a) Refers to the interest in Trinks' shares previously held by the Group. As a result of the step acquisition,the Group recognized a gain of R$ 5,657 for the remeasurement of the previously held 19.9% interest in Trinks to fair value, of R$ 9,979, compared to its carrying amount, of R$ 4,322.

 

(b) In addition to the items presented in the table, the measurement of contingent consideration on the acquisition of Trinks is still in the process of being estimated. The amount will be paid to the selling shareholders in 2025 and 2027. The payment of the contingent consideration shall be conditioned upon the achievement of certain financial and operational goals.

 

21.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.

 

          Software: Composed of our Strategic Verticals (Retail, Gas Stations, Food and Drugstores), Enterprise and Other Verticals. The Software segment includes the following solutions: POS/ERP, TEF and QR Code gateways, reconciliation, CRM, OMS, e-commerce platform, engagement tool, ads solution, and marketplace hub.

 

          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.

 

21.1.Statement of profit or loss by segment

 

  Six months ended June 30, 2024   Three months ended June 30, 2024
  Financial Services   Software   Non allocated   Financial Services   Software   Non allocated
                       
Total revenue and income 5,532,556   752,734   5,494   2,822,209   383,664  
                       
Cost of services (1,322,529)   (328,755)   (16)   (674,958)   (166,416)  
Administrative expenses (326,403)   (138,280)   (2,561)   (167,506)   (67,704)  
Selling expenses (885,064)   (168,387)   (1,154)   (438,040)   (86,889)   (1)
Financial expenses, net (1,716,656)   (22,040)   (74)   (838,527)   (11,002)  
Other income (expenses), net (145,573)   (13,408)     (95,418)   (6,834)  
Total adjusted expenses (4,396,225)   (670,870)   (3,805)   (2,214,449)   (338,845)   (1)
                       
Gain on investment in associates   (103)   (10)     (223)   (201)
Adjusted profit before income taxes 1,136,331   81,761   1,679   607,760   44,596   (202)
                       
Income taxes and social contributions (261,681)   (10,089)   (428)   (154,413)   (597)  
Adjusted net income for the period 874,650   71,672   1,251   453,347   43,999   (202)

 

  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)
                       
Gain (loss) on investment in associates (2,991)   419   724   (1,718)   526   367
Adjusted profit 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 for the period 506,565   47,459   4,568   279,667   38,973   3,355

 

F-36

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2024

(In thousands of Brazilian Reais, unless otherwise stated)

21.2.Reconciliation of segment adjusted net income for the period with net income in the consolidated financial statements

 

  Six months ended June 30,   Three months ended June 30,
  2024   2023   2024   2023
               
Adjusted net income – Financial Services 874,650   506,565   453,347   279,667
Adjusted net income – Software 71,672   47,459   43,999   38,973
Adjusted net income – Non allocated 1,251   4,568   (202)   3,355
Adjusted net income 947,573   558,592   497,144   321,995
               
Adjustments from adjusted net income to consolidated net income (loss)              
Mark-to-market from the investment in Banco Inter   30,574    
Amortization of fair value adjustment (a) (25,693)   (69,393)   (13,405)   (35,720)
Other income (loss)(b) (58,375)   (3,126)   12,936   10,978
Tax effect on adjustments 8,391   16,254   1,626   9,958
Consolidated net income 871,896   532,901   498,301   307,211

 

(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, earn-out and earn-out interests related to acquisitions, reversal of litigation of Linx and divestment of assets and loss of control subsidiaries.

 

22.Subsequent events

 

Expiration and public offering results

 

On July 31, 2024, StoneCo Ltd. concluded the tender offer for its outstanding 3.95% senior notes due 2028, the offer to purchase and consent solicitation dated July 1, 2024. The principal amount of outstanding debt was US$500,000, the aggregate amount tendered was US$294,558 and the percentage of the aggregate principal amount outstanding repurchased was 58.91%.

 

Repurchase shares

 

During the month of July, the Company repurchased 9,670,688 Class A shares for a total consideration of R$ 724,227.

 

F-37


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