6-K
Sendas Distributor S.A. (ASAIY)
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 of the Securities Exchange Act of 1934
For the month of August 2024
Commission File Number: 001-39928
_____________________
Sendas Distribuidora S.A.
(Exact Name as Specified in its Charter)
Sendas Distributor S.A.
(Translation of registrant’s name into English)
Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959,Anexo A
Jacarepaguá
22775-005 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)
(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: ý Form 40-F: o

| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
|---|---|---|
| ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | ||
| Contents | ||
| Corporate Information / Capital Composition | ||
| Interim financial information | 2 | |
| Individual Statements | ||
| Balance Sheet - Assets | 3 | |
| Balance Sheet - Liabilities | 4 | |
| Statements of Operations | 5 | |
| Statements of Comprehensive Income | 6 | |
| Statements of Cash Flows | 7 | |
| Statements of Changes in Shareholders’ Equity | 8 | |
| Notes to the Interim Financial Information | 9 | |
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
| --- | --- | |
| ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | ||
| Corporate information / Capital composition | ||
| Number of Shares | Current quarter | |
| (Thousands) | 6/30/2024 | |
| Share Capital | ||
| Common | 1,351,833 | |
| Preferred | - | |
| Total | 1,351,833 | |
| Treasury Shares | ||
| Common | - | |
| Preferred | - | |
| Total | - | |
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
| --- | --- | --- |
| Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. | ||
| Individual Financial Statements / Balance Sheet - Assets | ||
| R (in thousands) | ||
| Current Quarter | Prior year | |
| Account code | 6/30/2024 | 12/31/2023 |
| 1 | 44,074,000 | 43,177,000 |
| 1.01 | 15,641,000 | 14,616,000 |
| 1.01.01 | 5,104,000 | 5,459,000 |
| 1.01.03 | 1,929,000 | 1,199,000 |
| 1.01.03.01 | 1,929,000 | 1,199,000 |
| 1.01.04 | 7,242,000 | 6,664,000 |
| 1.01.06 | 1,085,000 | 1,100,000 |
| 1.01.08 | 281,000 | 194,000 |
| 1.01.08.03 | 281,000 | 194,000 |
| 1.01.08.03.01 | 52,000 | 48,000 |
| 1.01.08.03.03 | 229,000 | 146,000 |
| 1.02 | 28,433,000 | 28,561,000 |
| 1.02.01 | 1,147,000 | 1,155,000 |
| 1.02.01.07 | 216,000 | 171,000 |
| 1.02.01.09 | 19,000 | 23,000 |
| 1.02.01.09.04 | 19,000 | 23,000 |
| 1.02.01.10 | 912,000 | 961,000 |
| 1.02.01.10.04 | 539,000 | 573,000 |
| 1.02.01.10.05 | 37,000 | 44,000 |
| 1.02.01.10.06 | 220,000 | 226,000 |
| 1.02.01.10.07 | 116,000 | 118,000 |
| 1.02.02 | 802,000 | 864,000 |
| 1.02.02.01 | 802,000 | 864,000 |
| 1.02.02.01.03 | 802,000 | 864,000 |
| 1.02.03 | 21,309,000 | 21,370,000 |
| 1.02.03.01 | 13,183,000 | 13,148,000 |
| 1.02.03.02 | 8,126,000 | 8,222,000 |
| 1.02.04 | 5,175,000 | 5,172,000 |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
|---|---|---|
| Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. | ||
| Individual Financial Statements / Balance Sheet - Liabilities | ||
| R (in thousands) | ||
| Current Quarter | Prior year | |
| Account code | 6/30/2024 | 12/31/2023 |
| 2 | 44,074,000 | 43,177,000 |
| 2.01 | 18,727,000 | 16,425,000 |
| 2.01.01 | 640,000 | 624,000 |
| 2.01.01.01 | 81,000 | 84,000 |
| 2.01.01.02 | 559,000 | 540,000 |
| 2.01.02 | 10,374,000 | 12,110,000 |
| 2.01.02.01 | 10,374,000 | 12,110,000 |
| 2.01.02.01.01 | 9,715,000 | 9,759,000 |
| 2.01.02.01.02 | 659,000 | 1,459,000 |
| 2.01.02.01.03 | - | 892,000 |
| 2.01.03 | 336,000 | 298,000 |
| 2.01.04 | 6,414,000 | 2,115,000 |
| 2.01.04.01 | 949,000 | 36,000 |
| 2.01.04.02 | 5,465,000 | 2,079,000 |
| 2.01.05 | 963,000 | 1,278,000 |
| 2.01.05.02 | 963,000 | 1,278,000 |
| 2.01.05.02.09 | 288,000 | 418,000 |
| 2.01.05.02.17 | 374,000 | 532,000 |
| 2.01.05.02.19 | 301,000 | 328,000 |
| 2.02 | 20,520,000 | 22,122,000 |
| 2.02.01 | 11,318,000 | 13,069,000 |
| 2.02.01.01 | 926,000 | 1,947,000 |
| 2.02.01.02 | 10,392,000 | 11,122,000 |
| 2.02.02 | 8,928,000 | 8,753,000 |
| 2.02.02.02 | 8,928,000 | 8,753,000 |
| 2.02.02.02.05 | 25,000 | 38,000 |
| 2.02.02.02.09 | 8,840,000 | 8,652,000 |
| 2.02.02.02.11 | 63,000 | 63,000 |
| 2.02.04 | 242,000 | 263,000 |
| 2.02.06 | 32,000 | 37,000 |
| 2.02.06.02 | 32,000 | 37,000 |
| 2.03 | 4,827,000 | 4,630,000 |
| 2.03.01 | 1,272,000 | 1,272,000 |
| 2.03.02 | 72,000 | 56,000 |
| 2.03.04 | 3,492,000 | 3,309,000 |
| 2.03.08 | (9,000) | (7,000) |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||||
|---|---|---|---|---|
| Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. | ||||
| Individual Financial Statements / Statements of Operations | ||||
| R (in thousands) | ||||
| Current quarter | Year to date current year | Same quarter of previous year | Year to date prior year | |
| Account code | 4/1/2024 to 6/30/2024 | 1/1/2024 to 6/30/2024 | 4/1/2023 to 6/30/2023 | 1/1/2023 to 6/30/2023 |
| 3.01 | 17,871,000 | 35,093,000 | 15,984,000 | 31,080,000 |
| 3.02 | (14,923,000) | (29,343,000) | (13,420,000) | (26,088,000) |
| 3.03 | 2,948,000 | 5,750,000 | 2,564,000 | 4,992,000 |
| 3.04 | (2,071,000) | (4,059,000) | (1,827,000) | (3,636,000) |
| 3.04.01 | (1,504,000) | (2,920,000) | (1,303,000) | (2,609,000) |
| 3.04.02 | (194,000) | (399,000) | (177,000) | (383,000) |
| 3.04.05 | (389,000) | (772,000) | (359,000) | (668,000) |
| 3.04.05.01 | (385,000) | (764,000) | (341,000) | (654,000) |
| 3.04.05.03 | (4,000) | (8,000) | (18,000) | (14,000) |
| 3.04.06 | 16,000 | 32,000 | 12,000 | 24,000 |
| 3.05 | 877,000 | 1,691,000 | 737,000 | 1,356,000 |
| 3.06 | (719,000) | (1,479,000) | (628,000) | (1,258,000) |
| 3.06.01 | 54,000 | 97,000 | 59,000 | 129,000 |
| 3.06.02 | (773,000) | (1,576,000) | (687,000) | (1,387,000) |
| 3.07 | 158,000 | 212,000 | 109,000 | 98,000 |
| 3.08 | (35,000) | (29,000) | 47,000 | 130,000 |
| 3.08.01 | (55,000) | (82,000) | 2,000 | 2,000 |
| 3.08.02 | 20,000 | 53,000 | 45,000 | 128,000 |
| 3.09 | 123,000 | 183,000 | 156,000 | 228,000 |
| 3.11 | 123,000 | 183,000 | 156,000 | 228,000 |
| 3.99 | ||||
| 3.99.01 | ||||
| 3.99.01.01 | 0.09032 | 0.13507 | 0.11535 | 0.16867 |
| 3.99.02 | ||||
| 3.99.02.01 | 0.09005 | 0.13472 | 0.11489 | 0.16815 |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||||
|---|---|---|---|---|
| Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. | ||||
| Individual Financial Statements / Statements of Comprehensive Income | ||||
| R (in thousands) | ||||
| Current quarter | Year to date current year | Same quarter of previous year | Year to date prior year | |
| Account code | 4/1/2024 to 6/30/2024 | 1/1/2024 to 6/30/2024 | 4/1/2023 to 6/30/2023 | 1/1/2023 to 6/30/2023 |
| 4.01 | 123,000 | 183,000 | 156,000 | 228,000 |
| 4.02 | (5,000) | (2,000) | (5,000) | (4,000) |
| 4.02.04 | (8,000) | (3,000) | (8,000) | (6,000) |
| 4.02.06 | 3,000 | 1,000 | 3,000 | 2,000 |
| 4.03 | 118,000 | 181,000 | 151,000 | 224,000 |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||
|---|---|---|
| Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. | ||
| Individual Financial Statements / Statements of Cash Flows - Indirect method | ||
| R (in thousands) | ||
| Year to date current year | Year to date prior year | |
| Account code | 1/1/2024 to 6/30/2024 | 1/1/2023 to 6/30/2023 |
| 6.01 | 549,000 | 2,634,000 |
| 6.01.01 | 2,793,000 | 2,510,000 |
| 6.01.01.01 | 183,000 | 228,000 |
| 6.01.01.02 | (44,000) | (128,000) |
| 6.01.01.03 | 9,000 | 7,000 |
| 6.01.01.04 | 806,000 | 694,000 |
| 6.01.01.05 | 1,536,000 | 1,389,000 |
| 6.01.01.07 | (32,000) | (24,000) |
| 6.01.01.08 | 34,000 | 90,000 |
| 6.01.01.10 | 16,000 | 9,000 |
| 6.01.01.11 | (3,000) | 3,000 |
| 6.01.01.13 | 288,000 | 242,000 |
| 6.01.02 | (2,244,000) | 124,000 |
| 6.01.02.01 | (730,000) | (139,000) |
| 6.01.02.02 | (866,000) | (149,000) |
| 6.01.02.03 | 49,000 | 271,000 |
| 6.01.02.04 | (98,000) | (108,000) |
| 6.01.02.05 | 4,000 | (1,000) |
| 6.01.02.06 | 7,000 | 8,000 |
| 6.01.02.07 | (536,000) | 526,000 |
| 6.01.02.08 | 16,000 | (42,000) |
| 6.01.02.09 | 38,000 | (26,000) |
| 6.01.02.10 | (60,000) | (34,000) |
| 6.01.02.11 | (135,000) | (118,000) |
| 6.01.02.12 | (27,000) | (84,000) |
| 6.01.02.15 | 94,000 | 20,000 |
| 6.02 | (853,000) | (1,366,000) |
| 6.02.02 | (852,000) | (1,362,000) |
| 6.02.03 | (19,000) | (29,000) |
| 6.02.04 | 2,000 | 16,000 |
| 6.02.09 | 16,000 | 9,000 |
| 6.03 | (51,000) | (2,514,000) |
| 6.03.01 | - | 2,000 |
| 6.03.02 | 2,300,000 | 300,000 |
| 6.03.03 | (199,000) | (104,000) |
| 6.03.04 | (567,000) | (502,000) |
| 6.03.05 | - | (118,000) |
| 6.03.09 | (148,000) | (169,000) |
| 6.03.10 | (529,000) | (476,000) |
| 6.03.11 | (12,000) | (51,000) |
| 6.03.12 | (896,000) | (1,396,000) |
| 6.05 | (355,000) | (1,246,000) |
| 6.05.01 | 5,459,000 | 5,842,000 |
| 6.05.02 | 5,104,000 | 4,596,000 |
All values are in US Dollars.
| (FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) | ||||||
|---|---|---|---|---|---|---|
| Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. | ||||||
| Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2024 to 6/30/2024 R (in thousands) | ||||||
| Account code | Capital stock | Capital reserves, granted options and treasury shares | Profit reserves | Retained earnings<br><br>/Accumulated losses | Other comprehensive income | Shareholders' equity |
| 5.01 | 1,272,000 | 56,000 | 3,309,000 | - | (7,000) | 4,630,000 |
| 5.03 | 1,272,000 | 56,000 | 3,309,000 | - | (7,000) | 4,630,000 |
| 5.04 | - | 16,000 | - | - | - | 16,000 |
| 5.04.03 | - | 16,000 | - | - | - | 16,000 |
| 5.05 | - | - | - | 183,000 | (2,000) | 181,000 |
| 5.05.01 | - | - | - | 183,000 | - | 183,000 |
| 5.05.02 | - | - | - | - | (2,000) | (2,000) |
| 5.05.02.07 | - | - | - | - | (3,000) | (3,000) |
| 5.05.02.09 | - | - | - | - | 1,000 | 1,000 |
| 5.06 | - | - | 183,000 | (183,000) | - | - |
| 5.06.05 | - | - | 183,000 | (183,000) | - | - |
| 5.07 | 1,272,000 | 72,000 | 3,492,000 | - | (9,000) | 4,827,000 |
| Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2023 to 6/30/2023 R (in thousands) | ||||||
| Account code | Capital stock | Capital reserves, granted options and treasury shares | Profit reserves | Retained earnings<br><br>/Accumulated losses | Other comprehensive income | Shareholders' equity |
| 5.01 | 1,263,000 | 36,000 | 2,599,000 | - | (2,000) | 3,896,000 |
| 5.03 | 1,263,000 | 36,000 | 2,599,000 | - | (2,000) | 3,896,000 |
| 5.04 | 2,000 | 9,000 | - | - | - | 11,000 |
| 5.04.01 | 2,000 | - | - | - | - | 2,000 |
| 5.04.03 | - | 9,000 | - | - | - | 9,000 |
| 5.05 | - | - | - | 228,000 | (4,000) | 224,000 |
| 5.05.01 | - | - | - | 228,000 | - | 228,000 |
| 5.05.02 | - | - | - | - | (4,000) | (4,000) |
| 5.05.02.07 | - | - | - | - | (6,000) | (6,000) |
| 5.05.02.09 | - | - | - | - | 2,000 | 2,000 |
| 5.06 | - | - | 228,000 | (228,000) | - | - |
| 5.06.05 | - | - | 228,000 | (228,000) | - | - |
| 5.07 | 1,265,000 | 45,000 | 2,827,000 | - | (6,000) | 4,131,000 |
All values are in US Dollars.
| 1 | CORPORATE INFORMATION | |||
|---|---|---|---|---|
| Sendas Distribuidora S.A. (“Company” or “Sendas”) is a publicly held company listed in the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão (B3), under ticker symbol "ASAI3" and on the New York Stock Exchange (NYSE), under ticker symbol "ASAI". The Company is primarily engaged in the retail and wholesale of food products, bazaar items and other products through its chain of stores, operated under “ASSAÍ” brand, since this is the only disclosed segment. The Company's registered office is at Avenida Ayrton Senna, 6.000, Lote 2 - Anexo A, Jacarepaguá, in the State of Rio de Janeiro. As of June 30, 2024, the Company operated 293 stores (288 stores as of December 31, 2023) and 11 distribution centers (11 distribution centers as of December 31, 2023) in the five regions of the country, with operations in 24 states and in the Federal District. | ||||
| 1.1 | New matters | |||
| 2 | BASIS OF PREPARATION AND DISCLOSURE OF THE INTERIM FINANCIAL INFORMATION | |||
| The interim financial information has been prepared in accordance with IAS 34 – Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and accounting standard CPC 21 (R1) – Interim Financial Report and disclosed aligned with the standards approved by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of the Interim Financial Information. | ||||
| The interim financial information has been prepared based on the historical cost basis, except for: (i) certain financial instruments; and (ii) assets and liabilities arising from business combinations measured at their fair values, when applicable. In accordance with OCPC 07 - Presentation and Disclosures in General Purpose - Financial Statements, all significant information related to the interim financial information, and only them, is being disclosed and is consistent with the information used by Management in managing of the Company's activities. | ||||
| The interim financial information is presented in millions of Brazilian Reais (R), which is the Company's functional currency. | ||||
| The interim financial information for the period ended June 30, 2024 were approved by the Board of Directors on August 8, 2024. | ||||
| 3 | MATERIAL ACCOUNTING POLICIES | |||
| The material accounting policies and practices applied by the Company to the preparation of the interim financial information are in accordance with those adopted and disclosed in note 3 and in each explanatory note corresponding to the financial statements for the year ended December 31, 2023, approved on February 21, 2024 and, therefore, it should be read together. | ||||
| 3.1 | Standards, amendments and interpretations | |||
| In the period ended June 30, 2024, the new current standards, include the review of CPC 09 (R1) – Statements of Value Added, were evaluated and produced no effect on the interim financial information disclosed, additionally the Company did not adopt in advance the IFRS issued and not yet current. | ||||
| 4 | SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS | |||
| The preparation of the interim financial information requires Management to makes judgments and estimates and adopt assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period, however, the uncertainties about these assumptions and estimates may generate results that require substantial adjustments to the carrying amount of the asset or liability in future periods. | ||||
| The significant assumptions and estimates applied on the preparation of the interim financial information for the period ended June 30, 2024, were the same as those adopted in the financial statements for the year ended December 31, 2023, approved on February 21, 2024, disclosed in note 5. | ||||
| 5 | CASH AND CASH EQUIVALENTS | |||
| 6/30/2024 | 12/31/2023 | |||
| Cash and bank accounts | 292 | 352 | ||
| Cash and bank accounts - Abroad (i) | 25 | 22 | ||
| Financial investments (ii) | 4,787 | 5,085 | ||
| 5,104 | 5,459 | |||
| (i) As of June 30, 2024, the Company had funds held abroad, of which R25 in US dollars (R22 in US dollars as of December 31, 2023). | ||||
| (ii) As of June 30, 2024, the financial investments refer to the repurchase and resale agreements and Bank Deposit Certificates - CDB, with a weighted average interest rate of 97.72% of the CDI - Interbank Deposit Certificate (95.92% of the CDI as of December 31, 2023). | ||||
| The Company's exposure to interest rate indexes and the sensitivity analysis for these financial assets are disclosed in note 15.3. |
All values are in US Dollars.
| 6 | TRADE<br> RECEIVABLES | ||||||
|---|---|---|---|---|---|---|---|
| Note | 6/30/2024 | 12/31/2023 | |||||
| From sales with: | |||||||
| Credit<br> card | 6.1 | 1,300 | 589 | ||||
| Credit<br> card - related parties (FIC) | 9.1 | 289 | 211 | ||||
| Ticket | 6.1 | 183 | 185 | ||||
| Total of credit<br> card and ticket | 1,772 | 985 | |||||
| Slips | 109 | 148 | |||||
| Suppliers<br> and others | 60 | 81 | |||||
| 1,941 | 1,214 | ||||||
| Expected credit<br> loss for doubtful accounts | 6.2 | (12) | (15) | ||||
| 1,929 | 1,199 | ||||||
| The breakdown of trade<br> receivables by their gross amount by maturity period is presented below: | |||||||
| Overdue | |||||||
| Total | Due | Less<br> than 30 days | Over<br> 30 days | ||||
| June 30, 2024 | 1,941 | 1,930 | 5 | 6 | |||
| December 31, 2023 | 1,214 | 1,202 | 5 | 7 | |||
| 6.1 | Assignment<br> of receivables | ||||||
| The Company assigned<br> part of its receivables referring to credit cards and ticket with operators, without any right of recourse, aiming to anticipate<br> its cash flow. As of June 30, 2024, the amount of these operations is R1,650 (R2,757 as of December 31, 2023). The amount was derecognized<br> from the balance of trade receivables, since all risks related to the receivables were substantially transferred. The cost to advance<br> these credit card receivables is classified as “Cost and discount of receivables” in note 23. | |||||||
| As of June 30, 2024,<br> the amount of receivables, currently, discountable (credit cards and ticket) is R1,772 (R985 as of December 31,2023). | |||||||
| 6.2 | Expected<br> credit loss for doubtful accounts | ||||||
| 6/30/2024 | 6/30/2023 | ||||||
| At the beginning of the period | (15) | (11) | |||||
| Additions | (37) | (20) | |||||
| Reversals | 40 | 18 | |||||
| At the end of the period | (12) | (13) | |||||
| 7 | INVENTORIES | ||||||
| 6/30/2024 | 12/31/2023 | ||||||
| Stores | 6,402 | 6,033 | |||||
| Distribution centers | 1,462 | 1,237 | |||||
| Commercial agreements | (575) | (525) | |||||
| Inventory losses | (47) | (81) | |||||
| 7,242 | 6,664 | ||||||
| 7.1 | Commercial<br> agreements | ||||||
| As<br> of June 30, 2024, the amount of unrealized commercial agreements, presented as a reduction of inventory balance, totaled R575 (R525<br> as of December 31, 2023). | |||||||
| 7.2 | Inventory<br> losses | ||||||
| 6/30/2024 | 6/30/2023 | ||||||
| At the beginning of the period | (81) | (68) | |||||
| Additions | (298) | (259) | |||||
| Reversals | 10 | 17 | |||||
| Write-offs | 322 | 266 | |||||
| At the end of the period | (47) | (44) | |||||
| 8 | RECOVERABLE<br> TAXES | ||||||
| Note | 6/30/2024 | 12/31/2023 | |||||
| ICMS | 8.1 | 953 | 1,085 | ||||
| PIS and COFINS | 8.2 | 381 | 287 | ||||
| Social Security Contribution<br> - INSS | 148 | 169 | |||||
| Whithholding taxes to<br> be recovered | 138 | 105 | |||||
| Others | 4 | 27 | |||||
| 1,624 | 1,673 | ||||||
| Current | 1,085 | 1,100 | |||||
| Non-current | 539 | 573 |
All values are in US Dollars.
| 8.1 | State<br> VAT tax credits - ICMS | |
|---|---|---|
| The Brazilian States<br> have been substantially amending their local laws aiming at implementing and broadening the ICMS tax replacement system. This system<br> entails the prepayment of ICMS of the whole commercial chain, upon goods outflow from an industrial establishment or importer or<br> their inflow into each State. The expansion of this system to an increasingly wider range of products sold in the retail generates<br> the prepayment of the tax and consequently a refund in certain operations. | ||
| --- | --- | --- |
| With respect to credits<br> that cannot yet be immediately offset, the Company's management, according to a technical recovery study, based on the future expectation<br> of growth and consequent offset against taxes payable from its operations, believes that its future offset is viable. The mentioned<br> studies are prepared and periodically reviewed based on information obtained from the strategic planning previously approved by the<br> Company's Board of Directors. For the interim financial information as of June 30, 2024, the Company's management has monitoring<br> controls over the adherence to the annually established plan, reassessing and including new elements that contribute to the realization<br> of the recoverable ICMS balance, as shown in the table below: | ||
| Year | ||
| Within<br> 1 year | 455 | |
| From<br> 1 to 2 years | 116 | |
| From<br> 2 to 3 years | 103 | |
| From<br> 3 to 4 years | 83 | |
| From<br> 4 to 5 years | 50 | |
| More<br> than 5 years | 146 | |
| 953 | ||
| 8.2 | PIS and<br> COFINS credit | |
| On March 15, 2017, the<br> Federal Supreme Court ("STF”) recognized the unconstitutionality of the inclusion of ICMS in the PIS and COFINS<br> calculation base. On May 13, 2021, the STF judged the Declaration Embargoes in relation to the amount to be excluded from the calculation<br> basis of the contributions, which should only be the ICMS paid, or if the entire ICMS, as shown in the respective invoices. The STF<br> rendered a favorable decision to the taxpayers, concluding that all ICMS highlighted should be excluded from the calculation basis. | ||
| Currently the Company,<br> with the favorable judgment of the Supreme Court, has recognized the exclusion of ICMS from the PIS and COFINS calculation basis. | ||
| In addition to the recorded<br> credits, the Company has contingent tax assets in the amount of R54 related to PIS and COFINS credits. | ||
| •<br> Expected realization of PIS and COFINS credits | ||
| In relation to the recoverable<br> PIS and COFINS credits, the Company's management, based on a technical recovery study considering future growth expectations and<br> consequent offset against debts from its operations, projects its future realization. The mentioned studies are prepared and periodically<br> reviewed based on information obtained from the strategic planning previously approved by the Company's Board of Directors. For the<br> interim financial information as of June 30, 2024, the Company's management has monitoring controls over the adherence to the annually<br> established plan, reassessing and including new elements that contribute to the realization of the recoverable PIS and COFINS balance,<br> in the amount of R381, and expected realization is within one year. |
All values are in US Dollars.
| 9 | RELATED<br> PARTIES | |||||||
|---|---|---|---|---|---|---|---|---|
| 9.1 | Balances<br> and related party transactions | |||||||
| Liabilities | Transactions | |||||||
| Other<br> assets | Suppliers | Revenue<br> (expenses) | ||||||
| 12/31/2023 | 6/30/2024 | 12/31/2023 | 6/30/2024 | 12/31/2023 | 6/30/2024 | 6/30/2023 | ||
| Joint venture | ||||||||
| Financeira<br> Itaú CBD S.A. Crédito, Financiamento e Investimento (“FIC”) | 211 | 19 | 23 | 23 | 28 | 15 | 12 | |
| 211 | 19 | 23 | 23 | 28 | 15 | 12 | ||
| Current | 211 | - | - | 23 | 28 | |||
| Non-current | - | 19 | 23 | - | - | |||
| Associates (i) | ||||||||
| Casino<br> Guichard Perrachon | ||||||||
| Euris | ||||||||
| Grupo<br> Pão de Açúcar ("GPA") | ||||||||
| Wilkes<br> Participações S.A. | ||||||||
| (i)<br> On June 23, 2023, as per the Notice to the Market published on the same date, Casino, through its subsidiaries Wilkes, Geant International<br> BV ("GIBV") and Segisor S.A.S ("Segisor"), sold 157,582,850 common shares issued by the Company, representing<br> 11.67% of its share capital, through a block trade operation carried out on the same date. As a result, the Casino Group now holds<br> an ownership interest of less than 0.01% of Sendas' share capital, no longer being considered a related party of the Company. The<br> balances with these companies and their subsidiaries are presented under the line items Other accounts receivable and Other accounts<br> payable in the balance sheet in the interim financial information for the period ended June 30, 2024. | ||||||||
| Additionally,<br> after the completion of the spin-off between the Company and GPA on December 31, 2020, both undertook to put forth commercially reasonable<br> efforts, within up to 18 months, to release, replace and/or otherwise remove the counterparty from the position of guarantor of liabilities<br> or obligations, which after such term would be subject to the payment of a fee, net, as remuneration for the guarantees provided<br> by both parties. If the Company and GPA cease to be submitted to common control, the parties would be required to release, replace<br> and/or otherwise remove the guarantees until then not replaced or provided, observing the terms established in the Separation Agreement. | ||||||||
| The<br> Company and GPA ceased to be related parties in fiscal year 2023 and are taking the necessary measures to replace the cross guarantees<br> on the contractual obligations of: i) rental of stores; ii) borrowing agreement; and iii) purchase of electricity. The fee paid to<br> GPA as remuneration for the guarantees provided as of June 30, 2024 and December 31, 2023 was less than R1. |
All values are in US Dollars.
| 9.2 | Management<br> compensation | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Expenses<br> referring to the executive board compensation recorded in the Company’s statement of operations in the period ended June 30,<br> 2024 and 2023 as follows (amounts expressed in thousands reais): | ||||||||||
| Base<br> salary | Variable<br> compensation | Stock<br> option plan and shared-based payment plan (i) | Total | |||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||
| Board of directors | 6,124 | 5,452 | - | - | - | 5,250 | 6,124 | 10,702 | ||
| Statutory officers | 8,543 | 5,466 | 10,198 | 7,444 | 14,170 | 5,691 | 32,911 | 18,601 | ||
| Executives excluding statutory officers | 17,286 | 15,500 | 23,646 | 19,158 | 9,104 | 5,845 | 50,036 | 40,503 | ||
| Fiscal council | 282 | 267 | - | - | - | - | 282 | 267 | ||
| 32,235 | 26,685 | 33,844 | 26,602 | 23,274 | 16,786 | 89,353 | 70,073 | |||
| (i) More details about<br> shared-based payment plan for the Statutory officers, see note 19.3.3. | ||||||||||
| The stock option plan,<br> fully convertible into shares, refers to the Company's and this plan has been treated in the Company's statement of operations. The<br> corresponding expenses are allocated to the Company and recorded in the statement of operations against capital reserve - stock options<br> in shareholders' equity. There are no other short-term benefits granted to members of the Company's management. The new long-term<br> benefit plans are disclosed in notes 19.3.4 and 19.3.5. | ||||||||||
| 10 | INVESTMENTS | |||||||||
| The details of the Company's<br> investments at the end of the period are as follows: | ||||||||||
| Participation<br> in investments - % | ||||||||||
| Direct<br> participation | ||||||||||
| Investment<br> type | Company | Country | 6/30/2024 | 12/31/2023 | ||||||
| Joint venture | Bellamar Empreendimento<br> e Participações S.A. | Brazil | 50.00 | 50.00 | ||||||
| Summary<br> of financial information of Joint Venture | ||||||||||
| 6/30/2024 | 12/31/2023 | |||||||||
| Current assets | 1 | 1 | ||||||||
| Non-current assets | 458 | 581 | ||||||||
| Shareholders´<br> equity | 459 | 582 | ||||||||
| 6/30/2024 | 6/30/2023 | |||||||||
| Net income for the<br> period | 64 | 47 | ||||||||
| Investments<br> composition and breakdown | ||||||||||
| Bellamar | ||||||||||
| As of December 31,<br> 2022 | 833 | |||||||||
| Share<br> of profit of associates | 24 | |||||||||
| Dividends<br> received | (20) | |||||||||
| As of June 30, 2023 | 837 | |||||||||
| As of December 31, 2023 | 864 | |||||||||
| Share<br> of profit of associates | 32 | |||||||||
| Dividends<br> received | (94) | |||||||||
| As of June 30, 2024 | 802 | |||||||||
| 11 | PROPERTY,<br> PLANT AND EQUIPMENT | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 11.1 | Breakdown<br> and composition of property, plant and equipment | |||||||||
| As<br> of 12/31/2023 | Additions<br> (i) | Write-off | Depreciation | Transfers<br> and others | As<br> of <br><br> 6/30/2024 | Historical<br> cost | Accumulated<br> depreciation | |||
| Lands | 559 | - | - | - | - | 559 | = | 559 | - | |
| Buildings | 777 | 37 | - | (11) | 98 | 901 | 1,069 | (168) | ||
| Improvements | 8,099 | 287 | (4) | (248) | (82) | 8,052 | 9,783 | (1,731) | ||
| Machinery and equipment | 2,310 | 149 | (2) | (133) | 15 | 2,339 | 3,443 | (1,104) | ||
| Facilities | 270 | 7 | - | (19) | - | 258 | 437 | (179) | ||
| Furniture and appliances | 903 | 49 | (3) | (78) | 12 | 883 | 1,367 | (484) | ||
| Constructions in progress | 111 | 13 | - | - | (45) | 79 | 79 | - | ||
| Others | 119 | 14 | - | (26) | 5 | 112 | 274 | (162) | ||
| 13,148 | 556 | (9) | (515) | 3 | 13,183 | 17,011 | (3,828) | |||
| As<br> of 12/31/2022 | Additions<br> (i) | Write-off | Depreciation | Transfers<br> and others | As<br> of<br><br> 6/30/2023 | Historical<br> cost | Accumulated<br> depreciation | |||
| Lands | 600 | 17 | - | - | (41) | 576 | = | 576 | - | |
| Buildings | 730 | - | - | (9) | 23 | 744 | 893 | (149) | ||
| Improvements | 6,865 | 845 | (21) | (205) | 5 | 7,489 | 8,749 | (1,260) | ||
| Machinery and equipment | 1,440 | 209 | (12) | (136) | 382 | 1,883 | 2,750 | (867) | ||
| Facilities | 585 | 61 | (2) | (24) | (189) | 431 | 590 | (159) | ||
| Furniture and appliances | 755 | 70 | (2) | (53) | 85 | 855 | 1,185 | (330) | ||
| Constructions in progress | 543 | 24 | (1) | - | (329) | 237 | 237 | - | ||
| Others | 64 | 15 | - | (17) | 44 | 106 | 216 | (110) | ||
| 11,582 | 1,241 | (38) | (444) | (20) | 12,321 | 15,196 | (2,875) | |||
| (i) Includes interest<br> capitalization in the amount of R24 (R170 as of June 30, 2023), see note 11.2. |
All values are in US Dollars.
| 11.2 | Capitalized borrowing<br> costs and lease | |
|---|---|---|
| The value of capitalized<br> borrowing costs and lease directly attributable to the reform, construction and acquisition of property, plant and equipment and<br> intangible assets within the scope of CPC 20 (R1)/IAS 23 - Borrowing Costs and the amount of interest on lease liabilities incorporated<br> into the value of the property, plant and equipment and/or intangible assets, for the period in which the assets are not yet in their<br> intended use in accordance with CPC 06 (R2)/IFRS 16 - Leases, amounted to R24 (R170 as of June 30, 2023). The rate used to calculate<br> the borrowing costs eligible for capitalization was 113.76% (110.70% as of June 30, 2023) of CDI, corresponding to the effective<br> interest rate of borrowings taken by the Company. | ||
| 11.3 | Additions to property,<br> plant and equipment for cash flow purpose | |
| 6/30/2023 | ||
| Additions | 1,241 | |
| Capitalized borrowing costs | (170) | |
| Financing of property,<br> plant and equipment - Additions | (1,067) | |
| Financing of property,<br> plant and equipment - Payments | 1,358 | |
| 1,362 | ||
| Additions related to the purchase of operating<br> assets, purchase of land and buildings to expansion activities, building of new stores and distribution centers, improvements of<br> existing distribution centers and stores and investments in equipment and information technology. | ||
| The additions and payments of property,<br> plant and equipment above are presented to reconcile the acquisitions during the period with the amounts presented in the statement<br> of cash flows net of items that did not impact cash flow. | ||
| 11.4 | Other information | |
| As of June 30, 2024, the Company recorded<br> in the cost of sales and services the amount of R42 (R40 as of June 30, 2023), relating to the depreciation of machinery, buildings<br> and facilities of distribution centers. | ||
| 11.5 | Impairment test of property,<br> plant and equipment | |
| The impairment test<br> of property, plant and equipment uses the same practices described in note 12.1 to the financial statements as of December 31, 2023. | ||
| The Company monitored<br> the plan used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses<br> or the need for a new evaluation for the period ended June 30, 2024. |
All values are in US Dollars.
| 12 | INTANGIBLE | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 12.1 | Breakdown<br> and composition of intangible assets | ||||||||||
| As<br> of 12/31/2023 | Additions | Write-off | Amortization | As<br> of 6/30/2024 | Historical<br> cost | Accumulated<br> amortization | |||||
| Goodwill | 618 | - | - | - | 618 | 871 | (253) | ||||
| Software | 63 | 19 | (1) | (11) | 70 | = | 198 | (128) | |||
| Commercial rights | 4,452 | - | - | (4) | 4,448 | 4,491 | (43) | ||||
| Trade name | 39 | - | - | - | 39 | 39 | - | ||||
| 5,172 | 19 | (1) | (15) | 5,175 | 5,599 | (424) | |||||
| As<br> of 12/31/2022 | Additions | Amortization | As<br> of 6/30/2023 | Historical<br> cost | Accumulated<br> amortization | ||||||
| Goodwill | 618 | - | - | 618 | = | 871 | (253) | ||||
| Software | 76 | 12 | (10) | 78 | 163 | (85) | |||||
| Commercial rights | 4,267 | 17 | (4) | 4,280 | 4,316 | (36) | |||||
| Trade name | 39 | - | - | 39 | 39 | - | |||||
| 5,000 | 29 | (14) | 5,015 | 5,389 | (374) | ||||||
| 12.2 | Impairment test of intangible<br> assets with indefinite useful life, including goodwill | ||||||||||
| --- | --- | ||||||||||
| The impairment test<br> of intangible assets uses the same practices described in note 12.1 to the financial statements as of December 31, 2023. | |||||||||||
| The Company monitored<br> the plan used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses<br> or the need for a new evaluation for the period ended June 30, 2024. | |||||||||||
| 12.3 | Commercial<br> rights | ||||||||||
| Commercial rights<br> with defined and indefinite useful lives are tested following the assumptions described in note 12.1.1, to the financial statements<br> as of December 31, 2023. The Company considered the discounted cash flow of the related store for the impairment test, that is, the<br> store is the CGU. | |||||||||||
| The Company monitored<br> the plan used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses<br> or the need for a new evaluation for the period ended June 30, 2024. | |||||||||||
| 13 | LEASES | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 13.1 | Right-of-use | ||||||||||
| 13.1.1 | Breakdown<br> and composition of right-of-use assets | ||||||||||
| As<br> of 12/31/2023 | Additions | Remeasurement | Write-off | Amortization | Transfers<br> and others | As<br> of 6/30/2024 | Historical<br> cost | Accumulated<br> amortization | |||
| Buildings | 8,203 | 8 | 180 | (5) | (273) | (3) | 8,110 | 10,050 | (1,940) | ||
| Equipment | 3 | - | - | - | (2) | - | 1 | = | 44 | (43) | |
| Assets and rights | 16 | - | - | - | (1) | - | 15 | 28 | (13) | ||
| 8,222 | 8 | 180 | (5) | (276) | (3) | 8,126 | 10,122 | (1,996) | |||
| As<br> of 12/31/2022 | Additions | Remeasurement | Write-off | Amortization | Transfers<br> and others | As<br> of 6/30/2023 | Historical<br> cost | Accumulated<br> amortization | |||
| Buildings | 7,593 | 27 | 221 | (109) | (232) | (21) | 7,479 | = | 9,033 | (1,554) | |
| Equipment | 8 | - | - | - | (3) | - | 5 | 56 | (51) | ||
| Assets and rights | 18 | - | - | - | (1) | - | 17 | 28 | (11) | ||
| 7,619 | 27 | 221 | (109) | (236) | (21) | 7,501 | 9,117 | (1,616) | |||
| 13.2 | Lease<br> liabilities | ||||||||||
| --- | --- | --- | --- | --- | --- | ||||||
| 13.2.1 | Minimum<br> future payments and potential right of PIS and COFINS | ||||||||||
| Lease contracts totaled<br> R9,214 as of June 30, 2024 (R9,184 as of December 31, 2023). The minimum future lease payments, according to lease agreements,<br> with the present value of minimum lease payments, are as follows: | |||||||||||
| 6/30/2024 | 12/31/2023 | ||||||||||
| Lease<br> liabilities - minimum payments | |||||||||||
| Less<br> than 1 year | 374 | 532 | |||||||||
| From<br> 1 to 5 years | 1,770 | 1,702 | |||||||||
| More<br> than 5 years | 7,070 | 6,950 | |||||||||
| Present<br> value of lease liabilities | 9,214 | 9,184 | |||||||||
| Current | 374 | 532 | |||||||||
| Non-current | 8,840 | 8,652 | |||||||||
| Future<br> financing charges | 12,942 | 13,164 | |||||||||
| Gross<br> amount of financial lease agreements | 22,156 | 22,348 | |||||||||
| PIS<br> and COFINS embedded in the present value of lease agreements | 560 | 558 | |||||||||
| PIS<br> and COFINS embedded in the gross value of lease agreements | 1,347 | 1,359 | |||||||||
| Lease liabilities interest<br> expense is stated in note 23. The Company´s average incremental interest rate at the agreement signing date was 12.15% in the<br> period ended June 30, 2024 (12.12% as of December 31, 2023). | |||||||||||
| Had the Company adopted<br> the calculation methodology projecting the inflation embedded in the nominal incremental rate and discounted to present value at<br> the nominal incremental rate, the average percentage of inflation to be projected by year would be approximately 6.69% (6.72% as<br> of December 31, 2023). The average term of the agreements analyzed as of June 2024 is 17 years (as of December 31, 2023 is<br> 18 years). | |||||||||||
| 13.2.2 | Lease<br> liability roll forward | ||||||||||
| Amount | |||||||||||
| As of December 31,<br> 2022 | 8,360 | ||||||||||
| Addition<br> - Lease | 27 | ||||||||||
| Remeasurement | 221 | ||||||||||
| Interest<br> provision | 477 | ||||||||||
| Principal<br> amortization | (169) | ||||||||||
| Interest<br> amortization | (476) | ||||||||||
| Write-off<br> due to early termination of agreement | (120) | ||||||||||
| As of June 30, 2023 | 8,320 | ||||||||||
| Amount | |||||||||||
| As of December 31,<br> 2023 | 9,184 | ||||||||||
| Addition<br> - Lease | 8 | ||||||||||
| Remeasurement | 180 | ||||||||||
| Interest<br> provision | 525 | ||||||||||
| Principal<br> amortization | (148) | ||||||||||
| Interest<br> amortization | (529) | ||||||||||
| Write-off<br> due to early termination of agreement | (6) | ||||||||||
| As of June 30, 2024 | 9,214 | ||||||||||
| 13.3 | Result<br> on variable rentals and subleases | ||||||||||
| 6/30/2023 | |||||||||||
| (Expenses) revenues of the period: | |||||||||||
| Variables (1% to 2%<br> of sales) | (10) | ||||||||||
| Subleases (i) | 44 | ||||||||||
| (i) Refers mainly<br> to the revenue from lease agreements receivable from commercial galleries. | |||||||||||
| 13.4 | Additional<br> information | ||||||||||
| In accordance with OFÍCIO-CIRCULAR/CVM/SNC/SEP/N°02/2019<br> the Company adopted as an accounting policy the requirements of CPC 06 (R2)/IFRS16 - Leases, in the measurement and remeasurement<br> of its right of use, using the discounted cash flow model, without considering inflation. | |||||||||||
| To safeguard the faithful<br> representation of information to meet the requirements of CPC 06 (R2)/IFRS16 - Leases, and the guidelines of the CVM technical areas,<br> the balances of assets and liabilities without inflation, effectively accounted for (real flow x real rate) are provided, and the<br> estimate of inflated balances in the comparison period (nominal flow x nominal rate). | |||||||||||
| Other assumptions, such<br> as the maturity schedule of liabilities and the interest rates used in the calculation, are disclosed in note 13.2.1, as well as<br> inflation indexes are observable in the market, so that the nominal flows can be prepared by the users of the interim financial information. |
All values are in US Dollars.
| 6/30/2024 | 12/31/2023 | ||||
|---|---|---|---|---|---|
| Real flow | |||||
| Right-of-use assets | 8,127 | 8,222 | |||
| Lease liabilities | 22,156 | 22,348 | |||
| Embedded interest | (12,942) | (13,164) | |||
| 9,214 | 9,184 | ||||
| Inflated flow | |||||
| Right-of-use assets | 12,776 | 12,776 | |||
| Lease liabilities | 35,673 | 35,568 | |||
| Embedded interest | (19,265) | (19,354) | |||
| 16,408 | 16,214 | ||||
| Below we present the flow of payments according to the average term weighted with the respective nominal and inflation rates for each period presented: | |||||
| As of<br> June 30, 2024 | |||||
| Year | Nominal<br> tax | Projected<br> inflation | |||
| Within 1 year | 12.23% | 3.17% | |||
| From 1 to 2 years | 12.26% | 3.27% | |||
| From 2 to 3 years | 12.29% | 3.56% | |||
| From 3 to 4 years | 12.32% | 3.56% | |||
| From 4 to 5 years | 12.35% | 3.56% | |||
| More than 5 years | 12.55% | 3.56% | |||
| As of<br> December 31, 2023 | |||||
| Year | Nominal<br> tax | Projected<br> inflation | |||
| Within 1 year | 12.19% | 4.48% | |||
| From 1 to 2 years | 12.22% | 3.86% | |||
| From 2 to 3 years | 12.25% | 3.45% | |||
| From 3 to 4 years | 12.28% | 3.49% | |||
| From 4 to 5 years | 12.32% | 3.58% | |||
| More than 5 years | 12.54% | 3.58% | |||
| 14 | TRADE<br> PAYABLES AND TRADE PAYABLES - AGREEMENTS | ||||
| Note | 6/30/2024 | 12/31/2023 | |||
| Trade payables | |||||
| Products | 10,017 | 10,363 | |||
| Acquisition<br> of property, plant and equipment | 76 | 158 | |||
| Service | 172 | 150 | |||
| Service<br> - related parties (FIC) | 9.1 | 23 | 28 | ||
| Bonuses<br> from suppliers | 14.1 | (548) | (902) | ||
| 9,740 | 9,797 | ||||
| Trade payables - Agreements | |||||
| Products | 14.2 | 510 | 1,070 | ||
| Acquisition<br> of property, plant and equipment | 14.2 | 149 | 389 | ||
| Acquisition<br> of hipermarkets (i) | - | 892 | |||
| 659 | 2,351 | ||||
| 10,399 | 12,148 | ||||
| Current | 10,374 | 12,110 | |||
| Non-current | 25 | 38 | |||
| (i)<br> Fully paid in January 2024 in the amount of R894. | |||||
| 14.1 | Bonuses<br> from suppliers | ||||
| These include commercial<br> agreements and discounts obtained from suppliers. These amounts are defined in agreements and include discounts for purchase volume,<br> joint marketing programs, freight reimbursements, and other similar programs. The receipt occurs by deducting trade notes payable<br> to suppliers, according to conditions established in the supply agreements, so that the financial settlements occur for the net amount. | |||||
| 14.2 | Agreements<br> among suppliers, the Company and banks | ||||
| The Company has agreements<br> signed with financial institutions, through which suppliers of products, capital goods and services have the possibility of receiving<br> in advance their amounts receivable, also named “forfait” / “confirming”. The financial<br> institutions become creditors of the operation and the Company settles the payments under the same conditions as those originally<br> agreed with the supplier. |
All values are in US Dollars.
| Management, based on<br> CPC 3 (R2)/IAS 7 and CPC 40 (R1)/IFRS 7, assessed that the economic substance of the transaction is operational, considering that<br> receiving in advance is an exclusive decision of the supplier and, for the Company, there are no changes in the original term negotiated<br> with the supplier, nor changes in the originally contracted amounts. These transactions aim at facilitating the cash flow of its<br> suppliers without the Company having to advancing payments. Management evaluated the potential effects of adjusting these operations<br> to present value and concluded that the effects are immaterial for measurement and disclosure. | |||||
|---|---|---|---|---|---|
| These balances are classified<br> as "Trade payables - Agreements" and the cash flow from these operations is presented as operating in the statement of<br> cash flows. | |||||
| Additionally, there is<br> no exposure to any financial institution individually related to these operations and these liabilities are not considered net debt<br> and do not have restrictive covenants (financial or non-financial). In these transactions, the Company earns income referring to<br> the premium for referring suppliers to the operations of advance of receivables, recognized in the financial result, note 23 in the<br> line "Revenue from anticipation of payables", in the amount of R28 as of June 30, 2024 (R17 as of June 30, 2023), representing<br> 1.64% of the volume of transactions occurred during 2024 (1.24% in period ended June 30, 2023). | |||||
| As of June 30, 2024,<br> the balance payable related to these operations is R659 (R1,459 as of December 31, 2023). | |||||
| The balances of trade<br> payables and trade payables – agreement are similar and do not exceed the expiration date of 120 days as of June 30, 2024. | |||||
| 15 | FINANCIAL<br> INSTRUMENTS | ||||
| The main financial instruments<br> and their amounts recorded in the interim financial information, by category, are as follows: | |||||
| Amortized<br> cost | Fair<br> value | FVTOCI<br> (i) | As<br> of 6/30/2024 | ||
| Financial assets | |||||
| Cash<br> and cash equivalents | 5,104 | - | - | 5,104 | |
| Related<br> parties | 19 | - | - | 19 | |
| Trade<br> receivables and other accounts receivables | 332 | - | - | 332 | |
| Gain<br> on financial instruments at fair value | - | 272 | - | 272 | |
| Trade<br> receivables with credit card and ticket | - | - | 1,772 | 1,772 | |
| Financial liabilities | |||||
| Other<br> accounts payable | (232) | - | - | (232) | |
| Trade<br> payables and trade payables - agreements | (10,399) | - | - | (10,399) | |
| Borrowings | (1,840) | - | - | (1,840) | |
| Debentures<br> and promissory notes | (12,630) | - | - | (12,630) | |
| Lease<br> liabilities | (9,214) | - | - | (9,214) | |
| Borrowings<br> and debentures | - | (3,242) | - | (3,242) | |
| Loss<br> of financial instruments at fair value | - | (20) | - | (20) | |
| Net exposure | (28,860) | (2,990) | 1,772 | (30,078) | |
| Amortized<br> cost | Fair<br> value | FVTOCI<br> (i) | As<br> of 12/31/2023 | ||
| Financial assets | |||||
| Cash<br> and cash equivalents | 5,459 | - | - | 5,459 | |
| Related<br> parties | 23 | - | - | 23 | |
| Trade<br> receivables and other accounts receivables | 396 | - | - | 396 | |
| Gain<br> on financial instruments at fair value | - | 274 | - | 274 | |
| Trade<br> receivables with credit card and ticket | - | - | 985 | 985 | |
| Financial liabilities | |||||
| Other<br> accounts payable | (216) | - | - | (216) | |
| Trade<br> payables and trade payables - agreements | (12,148) | - | - | (12,148) | |
| Borrowings | (1,943) | - | - | (1,943) | |
| Debentures<br> and promissory notes | (10,051) | - | - | (10,051) | |
| Lease<br> liabilities | (9,184) | - | - | (9,184) | |
| Borrowings<br> and debentures | - | (3,182) | - | (3,182) | |
| Loss<br> of financial instruments at fair value | - | (8) | - | (8) | |
| Net exposure | (27,664) | (2,916) | 985 | (29,595) | |
| (i) Fair Value Through<br> Other Comprehensive Income - FVTOCI. | |||||
| The fair value of other<br> financial instruments detailed in the table above approximates the carrying amount based on the existing payment terms and conditions.<br> The financial instruments measured at amortized cost, the fair values of wich differ from the carrying amounts, are disclosed in<br> note 15.4. |
All values are in US Dollars.
| 15.1 | Considerations on risk<br> factors that may affect the business of the Company | |||||||
|---|---|---|---|---|---|---|---|---|
| 15.1.1 | Credit risk | |||||||
| •<br> Cash and cash equivalents | ||||||||
| In order to minimize the credit risk,<br> the investment policies adopted establish investiments in financial institutions approved by the Company’s Financial Committee,<br> considering the monetary limits and evaluations of financial institutions, which are regularly updated. | ||||||||
| The Company's financial investments, according<br> to the rating on the national scale of financial institutions, are of represented by 93% brAAA and 7% brAA+. | ||||||||
| •<br> Trade receivables | ||||||||
| The credit risk related to trade receivables<br> is minimized by the fact that a large part of installment sales are made with credit cards and ticket. These receivables may be advanced<br> at any time, without right of recourse, with banks or credit card companies, for the purpose of providing working capital, generating<br> the derecognition of the accounts receivable. In addition, the main acquirers used by the Company are related to first-tier financial<br> institutions with low credit risk. Additionally, for trade receivables collected in installments, the Company monitors the risk for<br> the granting of credit and for the periodic analysis of the expected credit loss balances. | ||||||||
| The Company also incurs counterparty risk<br> related to derivative instruments. This risk is mitigated by carrying out transactions, according to policies approved by governance<br> bodies. | ||||||||
| Except the balances related to credit<br> cards and ticket, there are no receivables or sale to customers that are, individually, more than 5% of accounts receivable or revenues. | ||||||||
| 15.1.2 | Interest rate risk | |||||||
| The Company obtains borrowings with major<br> financial institutions to meet cash requirements for investments. Accordingly, the Company is mainly exposed to the risk of significant<br> fluctuations in the interest rate, especially the rate related to derivative liabilities (foreign currency exposure hedge) and debts<br> indexed to CDI. The balance of cash and cash equivalents, indexed to CDI, partially offsets the risk of fluctuations in the interest<br> rates. | ||||||||
| 15.1.3 | Capital risk management | |||||||
| The main objective of the Company’s<br> capital management is to ensure that the Company maintains its credit rating and a well-balanced equity ratio, in order to support<br> businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments considering the changes<br> in the economic conditions. | ||||||||
| The capital structure is as follows: | ||||||||
| 6/30/2024 | 12/31/2023 | |||||||
| Borrowings, debentures<br> and promissory notes | (17,732) | (15,184) | ||||||
| (-) Cash and cash equivalents | 5,104 | 5,459 | ||||||
| (-) Derivative financial<br> instruments | 272 | 274 | ||||||
| Net debt | (12,356) | (9,451) | ||||||
| Shareholders’<br> equity | 4,827 | 4,630 | ||||||
| % Net debt to shareholders’<br> equity | 256% | 204% | ||||||
| 15.1.4 | Liquidity risk management | |||||||
| The Company manages<br> liquidity risk through daily monitoring of cash flows and control of maturities of financial assets and liabilities. | ||||||||
| The table below summarizes the aging profile<br> of the Company’s financial liabilities as of June 30, 2024. | ||||||||
| Less<br> than 1 year | From<br> 1 to 5 years | More<br> than 5 years | Total | |||||
| Borrowings | 1,110 | 1,082 | - | 2,192 | ||||
| Debenture and promissory<br> notes | 6,846 | 9,588 | 4,019 | 20,453 | ||||
| Derivative financial<br> instruments | (101) | (343) | (138) | (582) | ||||
| Lease liabilities | 1,425 | 6,410 | 14,321 | 22,156 | ||||
| Trade payables | 9,717 | 28 | - | 9,745 | ||||
| Trade payables - Agreements | 659 | - | - | 659 | ||||
| Other accounts payable | 190 | - | 42 | 232 | ||||
| 19,846 | 16,765 | 18,244 | 54,855 | |||||
| The information was<br> prepared considering the undiscounted cash flows of financial liabilities based on the earliest date the Company may be required<br> to make the payment or be eligible to receive the payment. To the extent that interest rates are floating, the undiscounted amount<br> is obtained based on interest rate curves for the period ended June 30, 2024. Therefore, certain balances presented do not agree<br> with the balances presented in the balance sheets. | ||||||||
| 15.2 | Derivative<br> financial instruments | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Notional<br> value | Fair<br> value | |||||||
| 6/30/2024 | 12/31/2023 | 6/30/2024 | 12/31/2023 | |||||
| Swap of hedge | ||||||||
| Hedge<br> purpose (debt) | 2,885 | 2,956 | 3,157 | 3,230 | ||||
| Long Position | ||||||||
| Fixed<br> rate | 35 | 106 | 38 | 110 | ||||
| Hedge<br> - CRI | 2,850 | 2,850 | 3,119 | 3,120 | ||||
| Short Position | (2,885) | (2,956) | (2,905) | (2,964) | ||||
| Net hedge position | - | - | 252 | 266 | ||||
| Realized<br> and unrealized gains and losses on these contracts during the period ended June 30, 2024 are recorded as net financial results and<br> the balance receivable at fair value is R252 (balance receivable of R266 as of December 31, 2023). The assets are recorded as “derivative<br> financial instruments” and the liabilities as “debentures”. | ||||||||
| The<br> effects of the hedge at fair value through income for the period ended June 30, 2024, resulted in a loss of R83 (loss of R17 as<br> of June 30, 2023), recorded under cost of debt, see note 23. | ||||||||
| The<br> consolidated position of outstanding derivative financial instrument transactions is presented in the table below: | ||||||||
| Description | Reference<br> value | Maturity | 6/30/2024 | 12/31/2023 | ||||
| Debt | ||||||||
| IPCA - BRL | R$1,972 | 2028, 2029 and 2031 | 263 | 267 | ||||
| Interest rate swaps registered at CETIP | ||||||||
| Pre-fixed rate x CDI | R$879 | 2027 | (14) | (5) | ||||
| Pre-fixed rate x CDI | R$17 | 2027 | 2 | 2 | ||||
| Pre-fixed rate x CDI | R$17 | 2027 | 1 | 2 | ||||
| Derivatives - Fair<br> value hedge - Brazil | 252 | 266 | ||||||
| 15.3 | Sensitivity<br> analysis of financial instruments | |||||||
| According<br> to Management's assessment, the possible reasonable changes scenario considered was, on the maturity date of each transaction,<br> the market curves (interest) of B3. | ||||||||
| To<br> determine the possible relevant change in the relevant risk variable, Management considered the economic environment in which it<br> operates. Therefore, in scenario (I) there is no impact on the fair value of financial instruments and the weighted interest<br> rate (CDI) was 11.19% per year. For scenarios (II) and (III), for the exclusive purpose of sensitivity analysis, Management considered<br> a deterioration of 5% and 10%, respectively, in the risk variables, up to one year of the financial instruments, with the aim of<br> demonstrating the sensitivity of the Company's results in an adverse scenario. | ||||||||
| In<br> the case of derivative financial instruments (aiming at hedging the financial debt), the variations of the scenarios are accompanied<br> by the respective hedges, indicating that the effects are not significant. | ||||||||
| The<br> Company disclosed the net exposure of the derivative financial instruments, the corresponding financial instruments and certain financial<br> instruments in the sensitivity analysis table below, for each of the mentioned scenarios: | ||||||||
| Market<br> projections | ||||||||
| Transactions | Risk<br><br> (Rate Increase) | As<br> of 6/30/2024 | Scenario<br> <br><br> (I) | Scenario<br> <br><br> (II) | Scenario<br> <br><br> (III) | |||
| Borrowings | CDI + 1.74% per<br> year | (1,847) | (204) | (214) | (224) | |||
| Borrowings (fixed rate) | CDI + 0.20% per<br> year | (35) | (4) | (4) | (4) | |||
| Debentures and promissory notes | CDI + 1.42% per<br> year | (16,004) | (1,767) | (1,855) | (1,944) | |||
| Total net effect (loss) | (17,886) | (1,975) | (2,073) | (2,172) | ||||
| Cash equivalents | 97.72% of the CDI | 4,787 | 536 | 562 | 589 | |||
| Net exposure loss | (13,099) | (1,439) | (1,511) | (1,583) | ||||
| 15.4 | Fair<br> value measurement | |||||||
| The<br> Company discloses the fair value of financial instruments measured at fair value and of financial instruments measured at amortized<br> cost, the fair value of which differ from the carrying amounts, pursuant to CPC 46/IFRS 13, which address the concepts of measurement<br> and disclosure requirements. The fair value hierarchy levels are defined below: | ||||||||
| Level<br> 1: fair value measurement at the balance sheet date using quoted prices (unadjusted) in active markets for identical assets or liabilities<br> to which the entity may have access at the measurement date. | ||||||||
| Level<br> 2: fair value measurement at the balance sheet date using other significant observable assumptions for the asset or liability, either<br> directly or indirectly, except quoted prices included in Level 1. | ||||||||
| Level<br> 3: fair value measurement at the balance sheet date using non-observable data for the asset or liability. | ||||||||
| The<br> fair values of cash and cash equivalents, trade receivables and trade payables approximate their carrying amounts. |
All values are in US Dollars.
| The<br> table below sets forth the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments<br> measured at amortized cost, all classified as level 2, for which the fair value has been disclosed in the interim financial information: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Carrying<br> amount | Fair<br> value | ||||||||||
| 6/30/2024 | 12/31/2023 | 6/30/2024 | 12/31/2023 | ||||||||
| Trade receivables with credit card and<br> ticket | 1,772 | 985 | 1,772 | 985 | |||||||
| Interest rate swaps | (11) | (1) | (11) | (1) | |||||||
| Interest rate swaps<br> - CRI | 263 | 267 | 263 | 267 | |||||||
| Borrowings and<br> debentures (fair value) | (3,242) | (3,182) | (3,242) | (3,182) | |||||||
| Borrowings, debentures<br> and promissory notes (amortized cost) | (14,470) | (11,994) | (14,164) | (11,716) | |||||||
| (15,688) | (13,925) | (15,382) | (13,647) | ||||||||
| There<br> were no change between fair value measurement hierarchy levels during the period ended June 30, 2024. | |||||||||||
| Interest<br> rate swaps, borrowings and debentures are classified in Level 2 since the fair value of such financial instruments was determined<br> based on readily observable inputs, such as expected interest rate. | |||||||||||
| 15.5 | Borrowings | ||||||||||
| 15.5.1 | Debt<br> breakdown | ||||||||||
| Average<br> rate | 6/30/2024 | 12/31/2023 | |||||||||
| Debentures<br> and promissory notes | CDI + 1.42 % per<br> year | 16,004 | 13,378 | ||||||||
| Borrowing<br> costs | (167) | (185) | |||||||||
| 15,837 | 13,193 | ||||||||||
| Derivative financial<br> instruments - <br><br> Debentures and promissory notes | |||||||||||
| Swap<br> contracts | CDI + 0.90 % per<br> year | (269) | (270) | ||||||||
| Swap<br> contracts | CDI + 1.32 % per<br> year | 20 | 8 | ||||||||
| (249) | (262) | ||||||||||
| Borrowings in domestic<br> currency | |||||||||||
| Working<br> capital | CDI + 0.20% per year | 35 | 40 | ||||||||
| Working<br> capital | CDI + 1.74% per<br> year | 1,847 | 1,952 | ||||||||
| Borrowing<br> costs | (7) | (9) | |||||||||
| 1,875 | 1,983 | ||||||||||
| Derivative financial<br> instruments - <br><br> Domestic currency | |||||||||||
| Swap<br> contracts | CDI + 0.20% per<br> year | (3) | (4) | ||||||||
| (3) | (4) | ||||||||||
| Total of borrowings, debentures and promissory notes | 17,460 | 14,910 | |||||||||
| Current asset | (52) | (48) | |||||||||
| Non-current asset | (220) | (226) | |||||||||
| Current liabilities | 6,414 | 2,115 | |||||||||
| Non-current liabilities | 11,318 | 13,069 | |||||||||
| 15.5.2 | Roll<br> forward of borrowings | ||||||||||
| Amount | |||||||||||
| Balance as of December 31, 2022 | 12,409 | ||||||||||
| Funding | 300 | ||||||||||
| Borrowing<br> costs | (51) | ||||||||||
| Interest<br> provision | 869 | ||||||||||
| Swap<br> contracts | 45 | ||||||||||
| Mark-to-market | (28) | ||||||||||
| Exchange<br> rate and monetary variation | (20) | ||||||||||
| Borrowing<br> costs amortization | 18 | ||||||||||
| Interest<br> amortization | (502) | ||||||||||
| Principal<br> amortization | (5) | ||||||||||
| Swap<br> amortization | (99) | ||||||||||
| Balance as of June 30, 2023 | 12,936 | ||||||||||
| Amount | |||||||||||
| Balance as of December 31, 2023 | 14,910 | ||||||||||
| Funding | 2,300 | ||||||||||
| Borrowing<br> costs | (12) | ||||||||||
| Interest<br> provision | 912 | ||||||||||
| Swap<br> contracts | (8) | ||||||||||
| Mark-to-market | 91 | ||||||||||
| Exchange<br> rate and monetary variation | 1 | ||||||||||
| Borrowing<br> costs amortization | 32 | ||||||||||
| Interest<br> amortization | (567) | ||||||||||
| Principal<br> amortizations | (131) | ||||||||||
| Swap<br> amortization | (68) | ||||||||||
| Balance as of June 30, 2024 | 17,460 | ||||||||||
| 15.5.3 | Schedule<br> of non-current maturities | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Maturity | Amount | ||||||||||
| From<br> 1 to 2 years | 1,228 | ||||||||||
| From<br> 2 to 3 years | 1,425 | ||||||||||
| From<br> 3 to 4 years | 4,794 | ||||||||||
| From<br> 4 to 5 years | 2,686 | ||||||||||
| More<br> than 5 years | 1,087 | ||||||||||
| 11,220 | |||||||||||
| Borrowing<br> cost | (122) | ||||||||||
| 11,098 | |||||||||||
| 15.6 | Debentures<br> and promissory notes | ||||||||||
| Date | |||||||||||
| Issue<br> amount (in thousands) | Outstanding<br> debentures (units) | Issue | Maturity | Annual<br> financial charges | Unit<br> price (in Reais) | 6/30/2024 | 12/31/2023 | ||||
| First Issue of Promissory Notes - 5^th^series | 200 | 4 | 7/4/2019 | 7/4/2024 | CDI + 0.72% per<br> year | 76,314,890 | 305 | 289 | |||
| First Issue of Promissory Notes - 6^th^series | 200 | 4 | 7/4/2019 | 7/4/2025 | CDI + 0.72% per<br> year | 76,314,890 | 305 | 289 | |||
| Second Issue of Debentures - 1^st^series | 940,000 | 940,000 | 6/1/2021 | 5/20/2026 | CDI + 1.70% per<br> year | 1,013 | 952 | 954 | |||
| Second Issue of Debentures - 2^nd^series | 660,000 | 660,000 | 6/1/2021 | 5/22/2028 | CDI + 1.95% per<br> year | 1,013 | 669 | 670 | |||
| Second Issue of Promissory Notes - 1^st^series | 1,250,000 | 1,250,000 | 8/27/2021 | 8/27/2024 | CDI + 1.47% per<br> year | 1,425 | 1,782 | 1,681 | |||
| Second Issue of Promissory Notes - 2^nd^series | 1,250,000 | 1,250,000 | 8/27/2021 | 2/27/2025 | CDI + 1.53% per<br> year | 1,428 | 1,784 | 1,683 | |||
| Third Issue of Debentures<br> - 1^st^ series<br> - CRI | 982,526 | 982,526 | 10/15/2021 | 10/16/2028 | IPCA + 5.15% per<br> year | 1,174 | 1,153 | 1,122 | |||
| Third Issue of Debentures<br> - 2^nd^ series<br> - CRI | 517,474 | 517,474 | 10/15/2021 | 10/15/2031 | IPCA + 5.27% per<br> year | 1,174 | 608 | 591 | |||
| Fourth Issue of Debentures<br> - single series | 2,000,000 | 2,000,000 | 1/7/2022 | 11/26/2027 | CDI + 1.75% per<br> year | 1,011 | 2,021 | 2,024 | |||
| First Issue of Commercial Paper Notes -<br> single series | 750,000 | 750,000 | 2/10/2022 | 2/9/2025 | CDI + 1.70% per<br> year | 1,045 | 784 | 790 | |||
| Fifth Issue of Debentures<br> - single series - CRI | 250,000 | 250,000 | 4/5/2022 | 3/28/2025 | CDI + 0.75% per<br> year | 1,026 | 258 | 258 | |||
| Sixth Issue of Debentures<br> - 1^st^ series<br> - CRI | 72,962 | 72,962 | 9/28/2022 | 9/11/2026 | CDI + 0.60% per<br> year | 1,031 | 75 | 76 | |||
| Sixth Issue of Debentures<br> - 2^nd^ series<br> - CRI | 55,245 | 55,245 | 9/28/2022 | 9/13/2027 | CDI + 0.70% per<br> year | 1,031 | 58 | 58 | |||
| Sixth Issue of Debentures<br> - 3^rd^ series<br> - CRI | 471,793 | 471,793 | 9/28/2022 | 9/13/2029 | IPCA + 6.70% per<br> year | 1,107 | 522 | 508 | |||
| Second Issue of Commercial Paper Notes<br> - single series | 400,000 | 400,000 | 12/26/2022 | 12/26/2025 | CDI + 0.93% per<br> year | 1,209 | 484 | 458 | |||
| Seventh Issue of Debentures<br> - 1^st^ series<br> - CRI | 145,721 | 145,721 | 7/25/2023 | 7/15/2026 | CDI + 1.00% per<br> year | 1,052 | 152 | 154 | |||
| Seventh Issue of Debentures<br> - 2^nd^ series<br> - CRI | 878,503 | 878,503 | 7/25/2023 | 7/15/2027 | Pré 11.75%<br> per year | 1,052 | 924 | 921 | |||
| Seventh Issue of Debentures<br> - 3^rd^ series<br> - CRI | 46,622 | 46,622 | 7/25/2023 | 7/17/2028 | CDI + 1.15% per<br> year | 1,053 | 50 | 50 | |||
| Eighth Issue of Debentures<br> - 1^st^ series | 400,000 | 400,000 | 12/22/2023 | 12/22/2027 | CDI + 1.85% per<br> year | 1,002 | 401 | 401 | |||
| Eighth Issue of Debentures<br> - 2^nd^ series | 400,000 | 400,000 | 12/22/2023 | 12/22/2028 | CDI + 1.95% per<br> year | 1,002 | 401 | 401 | |||
| Ninth Issue of Debentures<br> - single serie | 500,000 | 500,000 | 3/28/2024 | 3/26/2029 | CDI + 1.25% per<br> year | 1,028 | 514 | - | |||
| Tenth Issue of Debentures<br> - single serie | 1,800,000 | 1,800,000 | 6/25/2024 | 6/20/2029 | CDI + 1.25% per<br> year | 1,001 | 1,802 | - | |||
| Borrowing costs | (167) | (185) | |||||||||
| 15,837 | 13,193 | ||||||||||
| The<br> Company issues debentures to strengthen its working capital, maintain its cash strategy, and lengthen its debt and investment profile.<br> The debentures issued are non-preemptive, non-convertible into shares, do not have renegotiation clauses and do not have guarantees. | |||||||||||
| 15.7 | Guarantees | ||||||||||
| As<br> of June 30, 2024, the Company has no guarantees related to its borrowing agreement. | |||||||||||
| 15.8 | Swap<br> contracts | ||||||||||
| The<br> Company uses swap operations for 100% of its borrowings denominated in fixed interest rates and IPCA, exchanging these liabilities<br> for the CDI (floating) interest rates. The annual average rate at CDI as of June 30, 2024 was 11.74% (13.04% as of December 31, 2023). | |||||||||||
| 15.9 | Financial covenants | ||||||||||
| --- | --- | --- | --- | --- | |||||||
| In connection with<br> the debentures and promissory notes issued, the Company is required to maintain certain financial ratios. These ratios are calculated<br> quarterly based on the Company’s interim financial information prepared in accordance with accounting practices adopted in<br> Brazil, as follows: (i) consolidated net debt / equity less than or equal to 3.00; and (ii) consolidated net debt/EBITDA Last Twelve<br> Months ("LTM") ratio should be lower than or equal to 3.00. | |||||||||||
| As of June 30, 2024,<br> the Company had fulfilled all contractual obligations and was compliant with these ratios. | |||||||||||
| 16 | PROVISION FOR LEGAL PROCEEDINGS | ||||||||||
| The provision for<br> legal proceedings is estimated by the Company and supported by its legal counsel and was established in an amount considered sufficient<br> to cover the considered probable losses. | |||||||||||
| Social<br> security and labor | Civil | Total | |||||||||
| Balance as of December 31, 2022 | 86 | 24 | 165 | ||||||||
| Additions | 94 | 7 | 114 | ||||||||
| Reversals | (21) | (3) | (24) | ||||||||
| Payments | (26) | (4) | (34) | ||||||||
| Monetary<br> correction | 4 | 2 | 7 | ||||||||
| Balance as of June 30, 2023 | 137 | 26 | 228 | ||||||||
| Restricted deposits for legal proceedings | (22) | (9) | (35) | ||||||||
| Net provision for restricted deposits | 115 | 17 | 193 | ||||||||
| Social<br> security and labor | Civil | Total | |||||||||
| Balance as of December 31, 2023 | 163 | 38 | 263 | ||||||||
| Additions | 102 | 8 | 116 | ||||||||
| Reversals | (45) | (5) | (82) | ||||||||
| Payments | (46) | (5) | (60) | ||||||||
| Monetary<br> correction | 9 | 4 | 5 | ||||||||
| Balance as of June 30, 2024 | 183 | 40 | 242 | ||||||||
| Restricted deposits for legal proceedings | (6) | (10) | (17) | ||||||||
| Net provision for restricted deposits | 177 | 30 | 225 | ||||||||
| Of the total amount<br> of the table above, R43 (R50 as of December 31, 2023) is the responsibility of GPA arising from contingencies up to 2016, pursuant<br> to contractual provisions, namely: R4 tax claims, R18 labor claims and R21 civil claims (R3 tax claims, R27 labor claims and<br> R20 civil claims as of December 31, 2023). | |||||||||||
| 16.1 | Tax claims | ||||||||||
| Tax claims are subject<br> by law to monthly monetary adjustment, which refers to an adjustment to the provision based on indexing rates adopted by each tax<br> jurisdiction. Both interest charges and fines, where applicable, were calculated and provisioned with respect to unpaid amounts. | |||||||||||
| The Company has other<br> tax claims, which according to its legal counsel’s analysis, were provisioned, namely: (i) discussions on the non-application<br> of the Accident Prevention Factor (FAP); (ii) IPI in the resale of imported products; and (iii) other matters. | |||||||||||
| The amount provisioned<br> for these matters as of June 30, 2024 is R19 (R62 as of December 31, 2023). | |||||||||||
| 16.2 | Social security and labor | ||||||||||
| The Company is a<br> party to various labor proceedings, especially due to dismissals in the regular course of business. As of June 30, 2024, the Company<br> recorded a provision of R183 (R163 as of December 31, 2023), referring to a potential risk of loss relating to labor claims. Management,<br> with the assistance of its legal counsel, assesses these claims and records provisions for losses when reasonably estimated, considering<br> previous experiences in relation to amounts claimed. | |||||||||||
| 16.3 | Civil | ||||||||||
| The Company is a<br> party to civil proceedings (indemnifications, collections, among others) that are in different procedural phases and at various courts.<br> Management records provisions in amounts considered sufficient to cover unfavorable court decisions when its internal and external<br> legal counsel assess the losses to be probable. | |||||||||||
| Among these proceedings,<br> we highlight the following: | |||||||||||
| The Company is a<br> party to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company records<br> a provision for the difference between the monthly rental amounts originally paid by stores and the rental amounts calculated by<br> the legal experts considering that it is the expert report amount that will be used as the basis for the decision that will change<br> the rental amount paid by the Company. As of June 30, 2024, the amount of the provision for these lawsuits is R33 (R32 as of December<br> 31, 2023), for which there are no restricted deposits for legal proceedings. |
All values are in US Dollars.
| The Company is a<br> party to certain lawsuits relating to the fines applied by inspection bodies of direct and indirect administration of the federal<br> government, states, and municipalities, including consumer defense bodies (PROCONs, INMETRO, and local governments). The Company,<br> with the assistance of its legal counsel, assesses these claims recording provisions for probable cash disbursements according to<br> the estimate of loss. As of June 30, 2024, the amount of provision for these lawsuits is R7 (R6 as of December 31, 2023). | ||||
|---|---|---|---|---|
| The Company’s<br> total civil, regulatory and property claims as of June 30, 2024, is R40 (R38 as of December 31, 2023). | ||||
| 16.4 | Contingent liabilities<br> not accrued | |||
| The Company is a<br> party to other litigations for which the risk of loss was classified by its legal counsel to be possible, therefore, not accrued,to<br> the following subjects: | ||||
| 6/30/2024 | 12/31/2023 | |||
| Tax<br> on Financial Transactions (IOF) – payment differences. | 14 | 14 | ||
| PIS,<br> COFINS – payment discrepancies and overpayments, fine for non-compliance with ancillary obligations, disallowance of PIS and<br> COFINS credits, among other matters pending judgment at the administrative and judicial levels. | 852 | 783 | ||
| ICMS<br> – allocation of credits from purchases from suppliers considered unqualified by the registry of the State Revenue Service,<br> among other matters, which are pending judgment at the administrative and judicial levels. | 1,160 | 1,216 | ||
| ISS<br> (services tax), IPTU (urban property tax), Fees and other – discrepancies in payments of IPTU, fines for non-compliance with<br> ancillary obligations, ISS – refund of advertising expenses and various fees, which are pending judgment at the administrative<br> and judicial levels. | 18 | 18 | ||
| INSS<br> (national institute of social security) – divergences in the FGTS and Social Security form (GFIP), offsets not approved, among<br> other matters, which are pending judgment at the administrative and judicial levels. | 25 | 24 | ||
| Other<br> litigation – real estate lawsuits in which the Company claims the renewal and maintenance of lease agreements according to<br> market prices. These lawsuits involve proceedings in civil court, as well as administrative proceedings filed by inspection bodies,<br> among others. | 66 | 98 | ||
| Compensation<br> linked to the external legal counsel's success fee if all the proceedings were concluded in favor of the Company. | 26 | 20 | ||
| 2,161 | 2,173 | |||
| Of the total amount<br> in the table above, R1,135 (R1,494 as of December 31, 2023) is the responsibility of GPA arising from contingencies up to 2016,<br> pursuant to contractual provisions, namely: R1,071 tax claims and R64 civil claims (R1,398 tax claims and R96 civil claims as<br> of December 31, 2023). | ||||
| Three collective<br> proceedings were filed by institutions related to black people's movements due to an approach to a customer, in August 2021 at the<br> store in Limeira - SP, which claim supposed racial issues. All were duly answered. One of them has already been extinguished by the<br> judiciary without major effects. As of June 30, 2024, there are still two lawsuits in progress and, given the subjectivity of the<br> matter, it is still not possible to reasonably estimate the amounts involved. A significant impact is not expected, upon completion<br> the lawsuits on the Company's financial statements. | ||||
| 16.4.1 | Uncertainty<br> over IRPJ and CSLL treatments | |||
| In compliance with ICPC 22/IFRIC 23 –<br> Uncertainty over Income Tax Treatment, the Company has proceedings, at the judicial and administrative levels, with Government's<br> regulatory agencies, which are related to uncertain tax treatments adopted for the recording of income tax and social contribution.<br> Based on the assessment of internal and external legal counsel, the tax treatment adopted by the Company is adequate, therefore,<br> these proceedings were classified as possible losses. As of June 30, 2024, the amount involved was R894 (R917 as of December 31,<br> 2023). | ||||
| Of the total amount above, R238 is the<br> responsibility of GPA arising from contingencies up to 2016, pursuant to contractual provisions (R337 as of December 31, 2023). | ||||
| 16.5 | Guarantees | |||
| The Company provided bank guarantees and<br> insurance guarantees for judicial proceedings of a civil, tax and labor nature, described below: | ||||
| Lawsuits | 6/30/2023 | |||
| Tax | 981 | |||
| Labor | 80 | |||
| Civil<br> and others | 495 | |||
| 1,556 | ||||
| The cost of guarantees as of June 30,<br> 2024 is approximately 0.19% per year of the amount of the lawsuits (0.26% as of June 30, 2023) and is recorded as a financial expense. | ||||
| 16.6 | Restricted deposits for<br> legal proceedings | |||
| The Company is challenging the payment<br> of certain taxes, contributions, and labor liabilities and made judicial deposits in amounts equivalent to the final court decisions,<br> as well as judicial deposits related to the provision for legal claims. |
All values are in US Dollars.
| The Company recorded<br> amounts referring to judicial deposits in its assets as follows. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Lawsuits | 6/30/2024 | 12/31/2023 | |||||||||
| Tax | 19 | 18 | |||||||||
| Labor | 8 | 16 | |||||||||
| Civil and others | 10 | 10 | |||||||||
| 37 | 44 | ||||||||||
| 17 | DEFERRED<br> REVENUES | ||||||||||
| 6/30/2024 | 12/31/2023 | ||||||||||
| Commercial agreement<br> with suppliers (i) | 201 | 385 | |||||||||
| Commercial agreement<br> - payroll (ii) | 42 | 48 | |||||||||
| Marketing | 77 | 22 | |||||||||
| 320 | 455 | ||||||||||
| Current | 288 | 418 | |||||||||
| Non-current | 32 | 37 | |||||||||
| (i) Refers to rental<br> of supplier product exhibition modules "check stand", point of sale displays and backlight panels. | |||||||||||
| (ii) Commercial agreement<br> with a financial institution for exclusivity in payroll processing. | |||||||||||
| 18 | INCOME<br> TAX AND SOCIAL CONTRIBUTION | ||||||||||
| 18.1 | Reconciliation<br> of income tax and social contribution expense | ||||||||||
| 6/30/2024 | 6/30/2023 | ||||||||||
| Income before income tax and social contribution | 212 | 98 | |||||||||
| Expense of income tax and social contribution,<br> for nominal rate (34%) | (72) | (33) | |||||||||
| Adjustments to reflect the effective rate | |||||||||||
| Tax fines | (3) | (1) | |||||||||
| Share of profits | 11 | 8 | |||||||||
| ICMS subsidy - tax incentives (i) | 21 | 151 | |||||||||
| Monetary correction credits | 13 | 6 | |||||||||
| Other permanent differences | 1 | (1) | |||||||||
| Effective income tax and social contribution | (29) | 130 | |||||||||
| Income tax and social contribution for the period | |||||||||||
| Current | (82) | 2 | |||||||||
| Deferred | 53 | 128 | |||||||||
| (Expenses) benefits of income tax and social contribution | (29) | 130 | |||||||||
| Effective rate | 13.7% | -132.7% | |||||||||
| (i)<br> The Company calculates tax benefits that are characterized as tax incentives that, according to legal forecast, do not comprise the<br> basis for calculating income tax and social contribution. | |||||||||||
| 18.2 | Breakdown<br> of deferred income tax and social contribution | ||||||||||
| The main components of<br> deferred income tax and social contribution in the balance sheets are the following: | |||||||||||
| 6/30/2024 | 12/31/2023 | ||||||||||
| Assets | Liabilities | Net | Assets | Liabilities | Net | ||||||
| Deferred<br> income tax and social contribution | |||||||||||
| Tax<br> losses | 340 | - | 340 | 385 | - | 385 | |||||
| Provision<br> for legal proceedings | 74 | - | 74 | 81 | - | 81 | |||||
| Swap | - | (92) | (92) | - | (66) | (66) | |||||
| Goodwill<br> tax amortization | - | (317) | (317) | - | (317) | (317) | |||||
| Mark-to-mark | 6 | - | 6 | - | (25) | (25) | |||||
| Property,<br> plant and equipment and intangible assets | 11 | - | 11 | 10 | - | 10 | |||||
| Unrealized<br> losses with tax credits | - | (6) | (6) | - | (15) | (15) | |||||
| Provision<br> of inventory | 19 | - | 19 | 30 | - | 30 | |||||
| Borrowing<br> costs | - | (59) | (59) | - | (66) | (66) | |||||
| Lease<br> net of right of use | 3,105 | (2,922) | 183 | 3,085 | (2,961) | 124 | |||||
| Compensation<br> program | 37 | - | 37 | 10 | - | 10 | |||||
| Others | 20 | - | 20 | 20 | - | 20 | |||||
| Gross<br> deferred income tax and social contribution assets (liabilities) | 3,612 | (3,396) | 216 | 3,621 | (3,450) | 171 | |||||
| Compensation | (3,396) | 3,396 | - | (3,450) | 3,450 | - | |||||
| Deferred<br> income tax and social contribution assets (liabilities), net | 216 | - | 216 | 171 | - | 171 | |||||
| Management has assessed<br> the future realization of deferred tax assets, considering the projections of future taxable income, in the context of the main variables<br> of its businesses. This assessment was based on information from the strategic planning report previously approved by the Company´s<br> Board of Directors. | |||||||||||
| The Company estimates the recovery of<br> these credits as follows: | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Years | Amounts | ||||||||||
| Within 1 year | 271 | ||||||||||
| From 1 year to 2 years | 213 | ||||||||||
| From 2 years to 3 years | 18 | ||||||||||
| From 3 years to 4 years | 1 | ||||||||||
| More than 5 years | 3,109 | ||||||||||
| 3,612 | |||||||||||
| 18.3 | Roll forward of deferred<br> income tax and social contribution | ||||||||||
| 6/30/2024 | 6/30/2023 | ||||||||||
| At<br> the beginning of the period | 171 | 6 | |||||||||
| Benefits<br> in the period | 53 | 128 | |||||||||
| Income<br> tax effect | 1 | 2 | |||||||||
| Others | (9) | - | |||||||||
| At<br> the end of the period | 216 | 136 | |||||||||
| 19 | SHAREHOLDERS’ EQUITY | ||||||||||
| 19.1 | Capital stock and stock<br> rights | ||||||||||
| According to the Company's bylaws, the<br> Company's authorized capital may be increased up to 2 billion common shares. Below, the subscribed and fully paid-in share capital,<br> represented by common shares, all nominative and with no par value: | |||||||||||
| Number<br> of shares | Amount | ||||||||||
| 1,349,165,394 | 1,263 | ||||||||||
| 59,870 | 1 | ||||||||||
| 1,031,232 | 1 | ||||||||||
| 1,091,102 | 2 | ||||||||||
| 1,350,256,496 | 1,265 | ||||||||||
| 1,351,833,200 | 1,272 | ||||||||||
| 19.2 | Tax incentive reserve | ||||||||||
| Tax incentive reserves by the States were<br> considered investment subsidies, wich are deductible for the calculation of income tax and social contribution. Thus, for the year<br> ended December 31, 2023, the Company allocated the amount of R939 to the tax incentive reserve, of which R710 refers to the amount<br> of incentives generated in 2023 and constituted in the same year and R229 to be recognized when the Company reports income in subsequent<br> periods. | |||||||||||
| As of June 30,<br> 2024, the Company recorded net profit in the amount of R183, this amount being fully allocated to the tax incentive reserve and<br> R46 to be constituted as profits are determined in subsequent periods. | |||||||||||
| Article 30 of<br> Law 12,973/2014 was revoked through Law 14,789/2023, releasing taxpayers from constituting a tax incentive reserve from January 1,<br> 2024. | |||||||||||
| 19.3 | Share-based payment | ||||||||||
| 19.3.1 | Recognized options granted | ||||||||||
| Information relating to the Company's<br> Option Plan and Compensation Plan is summarized below: | |||||||||||
| 6/30/2024 | |||||||||||
| Number<br> of shares<br><br> (in thousands) | |||||||||||
| Granted<br> series | Grant<br> date | 1st<br> exercise date | Exercise<br> price on the grant date<br><br> (in reais) | Gran-<br><br> ted | Exer-<br><br> cised | Cance-<br><br> lled | Current | ||||
| B8 | 5/31/2021 | 6/1/2024 | 0.01 | 363 | (20) | (45) | 298 | ||||
| C8 | 5/31/2021 | 6/1/2024 | 13.39 | 363 | (20) | (45) | 298 | ||||
| B9 | 5/31/2022 | 6/1/2025 | 0.01 | 2,163 | (358) | - | 1,805 | ||||
| C9 | 5/31/2022 | 6/1/2025 | 12.53 | 1,924 | (119) | - | 1,805 | ||||
| B10 (i) | 5/31/2023 | 6/1/2026 | 0.01 | 1,390 | - | - | 1,390 | ||||
| C10 (i) | 5/31/2023 | 6/1/2026 | 11.82 | 1,390 | - | - | 1,390 | ||||
| B11 (i) | 5/31/2024 | 6/1/2027 | 0.01 | 1,294 | - | - | 1,294 | ||||
| C11 (i) | 5/31/2024 | 6/1/2027 | 10.62 | 1,294 | - | - | 1,294 | ||||
| 10,181 | (517) | (90) | 9,574 | ||||||||
| (i) Shares granted to executives excluding<br> statutory officers. | |||||||||||
| 19.3.2 | Consolidated information<br> of Company's share-based payment plans | ||||||||||
| According to the plans, the options granted<br> in each of the series can represent a maximum of 2% of the total shares issued by the Company. |
All values are in US Dollars.
| The table below shows<br> the maximum percentage of dilution to which current shareholders could eventually be subject to in the event that all options granted<br> are exercised until June 30, 2024: | |||||
|---|---|---|---|---|---|
| 6/30/2024 | |||||
| (in<br> thousands) | |||||
| Number<br> of shares | 1,351,833 | ||||
| Balance<br> of effective series granted | 9,574 | ||||
| Maximum<br> percentage of dilution | 0.71% | ||||
| The fair value of each<br> option granted is estimated on the grant date, using the options pricing model "Black-Scholes" taking into account the<br> following assumptions: | |||||
| Series<br> granted | Estimated<br> dividends | Approximate<br> estimated volatility | Risk-free<br> weighted average interest rate | Average<br> remaining life expectancy | |
| B8 | 1.28% | 37.06% | 7.66% | - | |
| C8 | |||||
| B9 | 1.20% | 37.29% | 12.18% | 11<br> months | |
| C9 | |||||
| B10 | 1.31% | 35.32% | 10.87% | 23<br> months | |
| C10 | |||||
| B11 | 0.77% | 37.32% | 11.28% | 35<br> months | |
| C11 | |||||
| Shares | Weighted<br> average exercise price | ||||
| in<br> thousands | R | ||||
| As of December 31,<br> 2023 | 6,986 | 5.97 | |||
| Granted<br> during the period | 2,588 | 5.32 | |||
| Outstanding<br> at the end of the period | 9,574 | 5.52 | |||
| Total to be exercised<br> as of June 30, 2024 | 9,574 | 5.52 | |||
| The amount recorded in<br> the statement of operations for the period ended June 30, 2024 was R13 (R15 as of June 30, 2023). | |||||
| 19.3.3 | Cash-settled<br> share-based payment plan | ||||
| At the Extraordinary<br> General Meeting held on July 14, 2023, the cash-settled share-based payment plan was approved, only for the Company's Statutory Officers,<br> this plan does not make officers a partner of the Company, they only acquire the right to receive a cash compensation corresponding<br> to the average price of the Company's shares traded on B3 under the ticker ASAI3. | |||||
| 1,989,465 shares were<br> granted to the Company's officers and the premium related to 50% of the shares will be conditional on compliance with the service<br> condition (shares conditioned on time) and the other 50% of the shares will be conditional on the cumulative compliance with the<br> service condition and the performance condition (shares conditioned on time and performance). | |||||
| For shares conditioned<br> on time to become vested, Offices must remain with the Company from the grant date to the dates below (vesting period): | |||||
| a) 20% (twenty percent)<br> on the 3-year anniversary from the grant date;<br> b) 20% (twenty percent) on the 4-year anniversary from the grant date; and<br> c) 60% (sixty percent) on the 5-year anniversary from the grant date. | |||||
| For shares conditioned<br> on time and performance to become vested, the Executive must comply with the vesting periods above, in addition to meeting the goals,<br> being segregated between: a) Environmental, Social and Governance ("ESG") goal with a weight of 30%: i) hiring people with<br> disabilities; ii) women in leadership, in managerial positions or higher; and iii) total carbon emissions – Scope 1 and 2;<br> and b) Operating target with a weight of 70%: i) operating cash flow. | |||||
| The targets above will<br> be reviewed annually by the Board of Directors and non-achievement of them at December 31, 2026 and 2027 may be compensated by achievement<br> on subsequent measurement dates. | |||||
| As of June 30, 2024,<br> the amount of the liability corresponding to the plan, including payroll charges, in recorded is "Other accounts payable"<br> in the amount of R7 (R4 as of December 31, 2023) and the total expense recognized, including payroll charges, was R3 (there is<br> no amount recorded as of June 30, 2023) and the fair value of this plan in that date was R31, including charges. |
All values are in US Dollars.
| 19.3.4 | “Sócio<br> Executivo” program |
|---|---|
| At the Ordinary and Extraordinary General<br> Meeting held on April 26, 2024, the shareholders approved the Company's “Sócio Executivo” Program, intended to<br> create a unique and extraordinary long-term program, which is not to be confused with the standard Long-Term Incentive, composed<br> of a single grant of share rights to the Chief Executive Officer, the Commercial and Logistics Vice President, and the Operations Vice President (“Participants”), in a substantial amount and contingent on the Participants staying at the company and<br> their achievement of certain performance targets, aiming at: (i) the long-term retention of the Participants; and (ii) the strengthening<br> of the sense of ownership in the Participants, transforming key officers into relevant, long-term shareholders. | |
| Through the “Sócio Executivo”<br> Program, on May 1, 2024 the Company granted to Participants the right to receive up to 27,036,664 Company shares, corresponding to<br> up to 2% of the total number of Company shares on the date of approval of the “Sócio Executivo” Program,<br> subject to the adjustments provided for in the Program, as follows: | |
| i) 0.40% will consist of restricted shares,<br> the right to which will only be acquired if the Participants remain as Officers of the Company, as follows: i) 30% on the first vesting<br> date (5 years from granted date) and 70% on the second vesting date (7 years from granted date); and | |
| ii) up to 1.60% will consist of shares<br> with performance assumptions, the right to which will only be acquired if the following conditions are cumulatively met: i) the Participants<br> remain as Officers of the Company until the second vesting date; and ii) the performance targets are achieved on the second vesting<br> date, determined and calculated in accordance with the terms and conditions set out below. | |
| Shares<br> with performance assumptions | |
| Additional<br> shares | |
| All shares received by the Participants<br> under the “Sócio Executivo” Program will be subject to a lock-up of three years from the date of receipt of the<br> shares, unless otherwise provided for by the Board of Directors in cases of termination of the Participants. | |
| The fair value of each share granted was<br> measured based on the share price on the granted date, reduced by the estimated discount due to the transfer restriction after the<br> vesting period. The Company has determined the estimated number of shares that will be considered the right of the Participants in<br> relation to the variable portion of the plan based on the result projections in line with the business assumptions and that at the<br> end of each period the estimate will be adjusted according to these projections. | |
| On May 1, 2024, 17,411,612 shares were<br> granted, with a fair value of R11.35. | |
| As of June 30, 2024, the amount recognized<br> in income for the period was R6 (there is no amount recorded as of June 30, 2023) and the fair value of this plan in that date was<br> R266, including charges. |
All values are in US Dollars.
| 19.3.5 | Long-term<br> incentive plan through grant of the right to receive Company shares |
|---|---|
| At the Ordinary and Extraordinary General<br> Meeting held on April 26, 2024, the shareholders approved the Long-Term Incentive Plan (“ILP”), intended to grant restricted<br> shares and shares with performance assumptions to statutory and non-statutory directors of the Company (“Participants”),<br> as well as to any other employees who are selected to participate in the plan. | |
| By granting the right to receive Company<br> shares to the Participants, the ILP Plan aims at: (i) aligning the interests of the Participants with the interests of the Company's<br> shareholders; (ii) encouraging the Participants to stay at the Company or at the companies under its control; and (iii) maximizing<br> the results and generating sustainable value for the Company and its shareholders. | |
| The grants under the ILP Plan will be<br> made in the following proportion: (i) 30% of the right granted will consist of restricted shares, and the transfer of the shares<br> to the Participants will occur only upon compliance with a single vesting period of 3 years (except for the grant to the Chief Executive<br> Officer, which will have a vesting period of up to 5 years, with partial vesting of 33% in the 3rd year, 33% in the 4th year and<br> 34% in the 5th year); and (ii) 70% of the right granted will consist of shares with performance assumptions, and the transfer of<br> the shares to the Participants will occur only upon compliance with a single vesting period of 3 years (5 years for the Chief Executive<br> Officer) contingent on the achievement of the performance targets established by the Board of Directors, and the final number of<br> shares with performance assumptions to which the Participants will be entitled will depend on the degree of achievement of these<br> targets at the end of the single vesting period of 3 years (5 years for the Chief Executive Officer), and may vary from 90% to 110%<br> of the target number of shares (and the target number of shares will assume the achievement of 100% of the targets, except for the<br> Chief Executive Officer). | |
| The number of restricted shares and shares<br> with performance assumptions granted will be determined based on: (i) a salary multiple, according to the grade occupied by the Participant;<br> and (ii) the average share price in the 20 trading sessions prior to the grant. | |
| The shares (both restricted shares and<br> shares with performance assumptions) will be transferred to the Participants upon compliance with the conditions described in the<br> plan, and the transfer of shares will be made through the delivery of shares held in treasury by the Company. | |
| Through the ILP Plan, the Company will<br> grant to the Participants the right to receive a certain number of shares corresponding to up to 1.5% of the total number of Company<br> shares on the date of approval of the respective plan, subject to the specified adjustments. | |
| The fair value of each share granted is<br> estimated on the grant date using the Black-Scholes pricing model, considering the following assumptions: | |
| i) Approximate volatility expectation:<br> 37.32% in the 3rd year, 36.94% for the 4th year and 38.27% in the 5th year; and | |
| ii) Dividend expectation: 0.77%<br> in the 3rd, 4th and 5th year. | |
| The Company determined the estimated number<br> of shares that will be considered the right of Participants in relation to the variable portion of the plan based on projections<br> of results aligned with business assumptions and that at each end of the period the estimate will be adjusted according to these<br> projections. | |
| On May 31, 2024, 1,094,759 shares were<br> granted, with a fair value of R11.90 for the 3rd year, R11.81 for the 4th year, and R11.72 for the 5th year. | |
| As of June 30, 2024, the amount recognized<br> in income for the period was R391 thousand (there is no amount recorded as of June 30, 2023) and the fair value of this plan in<br> that date was R17, including charges. | |
| 19.4 | Buy-back<br> program of shares |
| On June 25, 2024, the Board of Directors<br> approved the first buy-back program of shares issued by the Company. The program aims to acquire, within 12 months as of the date<br> here of, up to 3,800,000 common shares, representing 0.28% of the free float on this date, to be kept in treasury for subsequent<br> delivery to the participants of the "Sócio Executivo" Program, see note 19.3.4 and of the Long-Term Incentive Plan<br> through Grant of the Righ to Receive Company Shares, see note 19.3.5. The shares will be acquired through the stock market at market<br> price. |
All values are in US Dollars.
| 20 | NET OPERATING<br> REVENUE | |||||
|---|---|---|---|---|---|---|
| 6/30/2024 | 6/30/2023 | |||||
| Gross operating revenue | ||||||
| Goods | 38,161 | 34,003 | ||||
| Services<br> rendered and others | 134 | 117 | ||||
| 38,295 | 34,120 | |||||
| (-) Revenue deductions | ||||||
| Returns<br> and sales cancellation | (81) | (65) | ||||
| Taxes | (3,121) | (2,975) | ||||
| (3,202) | (3,040) | |||||
| Net operating revenue | 35,093 | 31,080 | ||||
| 21 | EXPENSES<br> BY NATURE | |||||
| 6/30/2024 | 6/30/2023 | |||||
| Inventory cost | (28,818) | (25,610) | ||||
| Personnel expenses | (2,154) | (1,971) | ||||
| Outsourced services | (196) | (166) | ||||
| Selling expenses | (553) | (487) | ||||
| Functional expenses | (670) | (588) | ||||
| Other expenses | (271) | (258) | ||||
| (32,662) | (29,080) | |||||
| Cost of sales | (29,343) | (26,088) | ||||
| Selling expenses | (2,920) | (2,609) | ||||
| General and administrative expenses | (399) | (383) | ||||
| (32,662) | (29,080) | |||||
| 22 | OTHER<br> OPERATING EXPENSES, NET | |||||
| 6/30/2024 | 6/30/2023 | |||||
| Result with property, plant and equipment<br> and leases | (9) | (7) | ||||
| Expense related to legal proceedings | 1 | (1) | ||||
| Restructuring expenses and others | - | (6) | ||||
| (8) | (14) | |||||
| 23 | NET FINANCIAL<br> RESULT | |||||
| 6/30/2024 | 6/30/2023 | |||||
| Financial revenues | ||||||
| Cash<br> and cash equivalents interest | 35 | 74 | ||||
| Monetary<br> correction assets | 29 | 31 | ||||
| Revenue<br> from anticipation of payables | 28 | 17 | ||||
| Other<br> financial revenues | 5 | 7 | ||||
| Total financial revenues | 97 | 129 | ||||
| Financial expenses | ||||||
| Cost<br> of debt | (921) | (798) | ||||
| Mark-to-market<br> (loss) gain | (91) | 28 | ||||
| Cost<br> and discount of receivables | (65) | (49) | ||||
| Monetary<br> correction liabilities | 6 | (148) | ||||
| Interest<br> on lease liabilities | (501) | (410) | ||||
| Other<br> financial expenses | (4) | (10) | ||||
| Total financial expenses | (1,576) | (1,387) | ||||
| (1,479) | (1,258) | |||||
| 24 | EARNINGS<br> PER SHARE | |||||
| The<br> Company calculates earnings per share by dividing the net income for the period, relating to each class of shares, by the total number<br> of common shares outstanding in the period. | ||||||
| The table below presents the determination<br> of the net income for the period available to holders of outstanding common shares to calculate the basic earnings and diluted earnings<br> per share in each period presented: | ||||||
| --- | --- | --- | --- | --- | ||
| 6/30/2023 | ||||||
| Net<br> income allocated available to holders of common shares (a) | 228 | ! | ||||
| Weighted<br> average of the number of shares | 1,350 | |||||
| Basic<br> denominator (million of shares) (b) | 1,350 | |||||
| Weighted<br> average of stock option | 4 | |||||
| Diluted<br> denominator (million of shares) (c) | 1,354 | |||||
| Basic<br> earnings per million shares (R) (a ÷ b) | 0.168674 | |||||
| Diluted<br> earnings per million shares (R) (a ÷ c) | 0.168146 | |||||
| 25 | NON-CASH TRANSACTIONS | |||||
| The Company had transactions that did<br> not represent cash disbursements, and, therefore, these were not presented in the Statement of Cash Flows, as follows: | ||||||
| Transactions | Note | |||||
| Acquisition<br> of property, plant and equipment not yet paid | 11.3 | |||||
| 26 | SUBSEQUENT EVENTS | |||||
| 26.1 | Capital contribution | |||||
| At the meeting of the Board of Directors,<br> held on August 8, 2023, the Company approved, observing the authorized capital limit, the capital contribution in the amount of R3<br> through the issuance of 256,799 common shares. |
All values are in US Dollars.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 8, 2024
Sendas Distribuidora S.A.
By: /s/ Vitor Fagá de Almeida
Name: Vitor Fagá de Almeida
Title: Vice President of Finance and Investor Relations
By: /s/ Gabrielle Helú
Name: Gabrielle Helú
Title: Investor Relations Officer
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.