6-K

StoneCo Ltd. (STNE)

6-K 2021-08-30 For: 2021-08-30
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGNPRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2021

____________________

Commission File Number: 001-38714

STONECO LTD.

(Exact name of registrant as specified in itscharter)

4th Floor, HarbourPlace

103 South ChurchStreet, P.O. Box 10240

Grand Cayman,KY1-1002, Cayman Islands

+55 (11) 3004-9680

(Address of principal executive office)

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

Form 20-F X Form 40-F

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

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


STONECOLTD.

INCORPORATIONBY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-230629) and Form F-3 (Registration Number: 333-244404) of StoneCo Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.


1



SIGNATURE

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

StoneCo Ltd.
By: /s/ Thiago dos Santos Piau
Name: Thiago dos Santos Piau
Title: Chief Executive Officer

Date: August 30, 2021

EXHIBIT INDEX

Exhibit No. Description
99.1 StoneCo Ltd. Financial Statements dated August 30, 2021

Exhibit 99.1

Unaudited Interim Condensed

Consolidated Financial Statements

StoneCo Ltd.

June 30, 2021

1

StoneCo Ltd.

Unaudited interim condensed consolidated statement of financial position

As of June 30, 2021 and December 31, 2020

(In thousands of Brazilian Reais)

Notes June 30, 2021 December 31, 2020
Assets
Current assets
Cash and cash equivalents 5 5,872,657 2,446,990
Short-term investments 6 4,999,560 8,128,058
Accounts receivable from card issuers 7 16,896,871 16,307,155
Trade accounts receivable 8 1,412,449 1,415,850
Financial assets from banking solution 21(f) 842,744 714,907
Recoverable taxes 90,291 56,365
Prepaid expenses 115,809 67,658
Derivative financial instruments assets 40,788 43,103
Other assets 284,400 94,738
30,555,569 29,274,824
Non-current assets
Trade accounts receivable NC 8 168,542 382,106
Receivables from related parties 13(b) 9,176 7,200
Deferred tax assets 9(b) 225,574 138,697
Prepaid expenses 234,759 51,164
Other assets NC 103,150 85,571
Long-term investments 6 3,340,370 -
Investment in associates 68,498 51,982
Property and equipment 10(a) 972,059 717,234
Intangible assets 11 1,139,826 1,039,886
6,261,954 2,473,840
Total assets 36,817,523 31,748,664
Liabilities and equity
Current liabilities
Deposits from banking customers 21(f) 781,195 576,139
Accounts payable to clients 15 10,921,557 9,172,353
Trade accounts payable 215,867 180,491
Loans and financing 12 2,503,990 1,184,737
Obligations to FIDC quota holders 12 969,350 1,960,121
Labor and social security liabilities 160,995 173,103
Taxes payable 128,862 106,835
Derivative financial instruments liabilities 6,874 16,233
Other liabilities 10,104 10,369
15,698,794 13,380,381
Non-current liabilities
Accounts payable to clients NC 15 3,388 -
Loans and financing 12 3,013,545 524,363
Obligations to FIDC quota holders NC 12 2,379,442 2,414,429
Deferred tax liabilities 9(b) 170,369 61,086
Provision for contingencies 14(a) 8,393 10,150
Labor and social security liabilities 80,804 81,258
Other liabilities NC 311,936 284,972
5,967,877 3,376,258
Total liabilities 21,666,671 16,756,639
Equity 16
Issued capital 76 75
Capital reserve 14,441,525 13,479,722
Treasury shares (1,675,133 ) (76,360 )
Other comprehensive income 161,259 (5,002 )
Retained earnings 2,142,539 1,455,027
Equity attributable to owners of the parent 15,070,266 14,853,462
Non-controlling interests 80,586 138,563
Total equity 15,150,852 14,992,025
Total liabilities and equity 36,817,523 31,748,664

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

2

StoneCo Ltd.

Unaudited interim consolidated statement of profit or loss

For the six and three months ended June 30, 2021 and 2020

(In thousands of Brazilian Reais, unless otherwise stated)

Six months ended June 30 Three months ended June 30
Notes 2021 2020 2021 2020
Net revenue from transaction activities and other services 18 677,474 454,767 359,189 227,465
Net revenue from subscription services and equipment rental 18 292,837 173,563 152,888 80,438
Financial income 18 408,809 685,885 40,018 326,570
Other financial income 18 101,979 69,893 61,337 32,879
Total revenue and income 1,481,099 1,384,108 613,432 667,352
Cost of services (542,085 (348,654 (302,415 (198,712
Administrative expenses (239,452 (163,858 (121,845 (89,914
Selling expenses (385,920 (226,506 (223,155 (114,678
Financial expenses, net (250,098 (210,964 (157,602 (62,597
Other income (expenses), net 735,479 (43,556 776,995 (40,068
19 (682,076 (993,538 (28,022 (505,969
Loss on investment in associates (6,418 (2,818 (2,811 (1,539
Profit before income taxes 792,605 387,752 582,599 159,844
Current income tax and social contribution 9(a) (84,568 (70,365 (21,819 7,166
Deferred income tax and social contribution 9(a) (23,718 (35,167 (34,776 (43,409
Net income for the period 684,319 282,220 526,004 123,601
Net income (loss) attributable to:
Owners of the parent 687,512 285,400 529,176 126,594
Non-controlling interests (3,193 (3,180 (3,172 (2,993
684,319 282,220 526,004 123,601
Earnings per share
Basic earnings per share for the period attributable to owners of the parent (in Brazilian Reais) 17 R 2.23 R 1.03 R 1.72 R 0.46
Diluted earnings per share for the period attributable to owners of the parent (in Brazilian Reais) 17 R 2.18 R 1.01 R 1.68 R 0.45

All values are in US Dollars.

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

3

StoneCo Ltd.

Unaudited interim consolidated statement of other comprehensive income

For the six and three months ended June 30, 2021 and 2020

(In thousands of Brazilian Reais)

Six months ended June 30 Three months ended June 30
Notes 2021 2020 2021 2020
Net income for the period 684,319 282,220 526,004 123,601
Other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods (net of tax):
Changes in the fair value of accounts receivable from card issuers at fair value through other comprehensive income (44,469 ) 25,887 (34,699 ) 24,806
Exchange differences on translation of foreign operations 807 - 244 -
Changes in the fair value of cash flow hedge - bond hedge 21(e) 960 - 960 -
Unrealized loss on cash flow hedge - highly probable future imports 21(d) 1,512 (4,086 ) - (4,086 )
Other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods (net of tax):
Changes in the fair value of equity instruments designated at fair value through other comprehensive income 6 207,831 3,412 (24,112 ) 3,412
Other comprehensive income (loss) for the period, net of tax 166,641 25,213 (57,607 ) 24,132
Total comprehensive income for the period, net of tax 850,960 307,433 468,397 147,733
Total comprehensive income (loss) attributable to:
Owners of the parent CI 854,074 310,613 471,754 150,726
Non-controlling interests (3,114 ) (3,180 ) (3,357 ) (2,993 )
850,960 307,433 468,397 147,733

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

4

StoneCo Ltd.

Unaudited interim consolidated statement of changes in equity

For the six months ended June 30, 2021 and 2020

(In thousands of Brazilian Reais)

Attributable to owners of the parent
Capital reserve
Notes Issued<br><br> <br>capital Additional paid-in<br><br> <br>capital Transactions among shareholders Special<br><br> <br>reserve Other<br><br> <br>reserves Total Treasury<br><br> <br>shares Other<br><br> <br>comprehensiveincome Retained earnings Total Non- <br>controlling interest Total
Balance as of December 31, 2019 62 5,440,047 (223,676 ) 61,127 166,288 5,443,786 (90 ) (72,335 ) 600,956 5,972,379 626 5,973,005
Net income (loss) for the period - - - - - - - - 285,400 285,400 (3,180 ) 282,220
Other comprehensive income for the period - - - - - - - 25,213 - 25,213 - 25,213
Total comprehensive income - - - - - - - 25,213 285,400 310,613 (3,180 ) 307,433
Cash proceeds from noncontrolling interest - - 135,055 - - 135,055 - - - 135,055 95,445 230,500
Issuance of shares for business acquisition 34,961 34,961 - - - 34,961 - 34,961
Repurchase of shares - - - - - - (76,270 ) - - (76,270 ) - (76,270 )
Dilution non-controlling interest - - 2,286 - - 2,286 - - - 2,286 (2,286 ) -
Non-controlling interests arising on a business combination - - - - - 2,356 2,356
Share-based payments - - - - 7,567 7,567 - - - 7,567 123 7,690
Others - - - - - 164 164
Balance as of June 30, 2020 62 5,475,008 (86,335 ) 61,127 173,855 5,623,655 (76,360 ) (47,122 ) 886,356 6,386,591 93,248 6,479,839
Balance as of December 31, 2020 75 13,307,585 (86,483 ) 61,127 197,493 13,479,722 (76,360 ) (5,002 ) 1,455,027 14,853,462 138,563 14,992,025
Net income (loss) for the period - - - - - - - - 687,512 687,512 (3,193 ) 684,319
Other comprehensive income for the period - - - - - - - 166,261 - 166,261 380 166,641
Total comprehensive income - - - - - - - 166,261 687,512 853,773 (2,813 ) 850,960
Repurchase of shares 16(c) - - - - - - (988,824 ) - - (988,824 ) - (988,824 )
Issuance of shares for purchased non-controlling interests 16(b)/22 1 516,891 (208,481 ) - - 308,410 - - - 308,411 (77,911 ) 230,500
Issuance of shares for business acquisition 16(b) - - 609,949 - - 609,949 (609,949 ) - - - - -
Non-controlling interests arising on a business combination 22 - - - - - - - - - - 23,874 23,874
Share-based payments 20 - - - - 51,160 51,160 - - - 51,160 23 51,183
Transaction costs from subsidiaries - - (7,716 ) - - (7,716 ) - - - (7,716 ) - (7,716 )
Sale of subsidiary 22 - - - - - - - - - - (1,220 ) (1,220 )
Dividends paid - - - - - - - - - - (902 ) (902 )
Cash proceeds from non-controlling<br> <br><br> <br>interest - - - - - - - - - - 893 893
Others - - - - - - - - - - 79 79
Balance as of June 30, 2021 76 13,824,476 307,269 61,127 248,653 14,441,525 (1,675,133 ) 161,259 2,142,539 15,070,266 80,586 15,150,852

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

5

StoneCo Ltd.

Unaudited interim consolidated statement of cash flows

For the six months ended June 30, 2021 and 2020

(In thousands of Brazilian Reais)

Six months ended June 30
Notes 2021 2020
Operating activities
Net income for the period 684,319 282,220
Adjustments to reconcile net income for the period to net cash flows:
Depreciation and amortization 10(b) 181,813 123,388
Deferred income tax and social contribution 9(a) 23,718 35,167
Loss on investment in associates 6,418 2,818
Interest, monetary and exchange variations, net (491,487 ) 56,701
Provision for contingencies 14(a) 3,373 1,747
Share-based payments expense 20 51,183 7,690
Allowance for expected credit losses 18,849 21,024
Loss on disposal of property, equipment and intangible assets 39,446 14,339
Loss on sale of subsidiary 2.1(i) 12,746 -
Fair value adjustment in financial instruments at FVPL 76,193 (5,091 )
Fair value adjustment in derivatives (4,826 ) 20,704
Remeasurement of previously held interest in subsidiary acquired 24(c) (12,010 ) (2,992 )
Working capital adjustments:
Accounts receivable from card issuers (555,433 ) 1,263,466
Receivables from related parties (640 ) 7,678
Recoverable taxes (44,049 ) (75,137 )
Prepaid expenses (231,746 ) (107,432 )
Trade accounts receivable, banking solutions and other assets (132,578 ) (509,368 )
Accounts payable to clients 962,847 (301,050 )
Taxes payable 95,959 173,637
Labor and social security liabilities (14,847 ) 14,195
Provision for contingencies (5,325 ) (1,608 )
Other liabilities 42,516 13,358
Interest paid (89,082 ) (110,265 )
Interest income received, net of costs 684,899 661,055
Income tax paid (69,210 ) (102,494 )
Net cash provided by operating activities 1,233,046 1,483,750
Investing activities
Purchases of property and equipment (524,710 ) (180,963 )
Purchases and development of intangible assets (76,305 ) (42,524 )
Acquisition of subsidiary, net of cash acquired (9,468 ) (57,373 )
Sale of subsidiary, net of cash disposed of (37 ) -
Proceeds from short- and long-term investments, net 3,157,533 2,220,543
Acquisition of equity securities 6 (b.3) (2,480,003 ) -
Disposal of short- and long-term investments – equity securities 209,324 -
Proceeds from the disposal of non-current assets 100 4,849
Acquisition of interest in associates (38,563 ) (7,473 )
Net cash provided by investing activities 237,871 1,937,059
Financing activities
Proceeds from borrowings 12 5,285,408 3,456,820
Payment of borrowings (1,508,236 ) (4,087,130 )
Payment to FIDC quota holders 12 (1,620,000 ) (1,116,583 )
Proceeds from FIDC quota holders 12 584,191 -
Payment of leases 12 (45,200 ) (14,533 )
Repurchase of shares 16(c) (988,824 ) (76,270 )
Acquisition of non-controlling interests (602 ) (479 )
Transaction with non-controlling interests 22 230,500 -
Dividends paid to non-controlling interests (902 ) -
Cash proceeds from non-controlling interest 22 893 230,500
Net cash (used in) / provided by financing activities 1,937,228 (1,607,675 )
Effect of foreign exchange on cash and cash equivalents 17,522 (4,698 )
Change in cash and cash equivalents 3,425,667 1,808,436
Cash and cash equivalents at beginning of the period 5 2,446,990 968,342
Cash and cash equivalents at end of the period 5 5,872,657 2,776,778
Change in cash and cash equivalents 3,425,667 1,808,436

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

6

StoneCo Ltd.

Notes to unaudited interim condensed consolidated financial statements

June 30, 2021

(In thousands of Brazilian Reais, unless otherwise stated)

1. Operations

StoneCo Ltd. (the “Company”), formerly known as DLP Payments Holdings Ltd., is a Cayman Islands exempted company with limited liability, incorporated on March 11, 2014. The registered office of the Company is located at 4th Floor, Harbour Place, 103 South Church Street in George Town, Grand Cayman.

The Company is controlled by HR Holdings, LLC, which owns 57.6% of voting power, whose ultimate parent is an investment fund, VCK Investment Fund Limited SAC A and The VCK Trust, owned by the co-founding individuals. Company’s shares are publicly traded on the Nasdaq Global Market under the symbol “STNE”.

The Company and its subsidiaries (collectively, the “Group”) are principally engaged in providing financial technology services and software solutions to clients allowing them to conduct electronic commerce seamlessly across in-store, online, and mobile channels and helping them better manage their businesses, become more productive and sell more - both online and offline.

The interim condensed consolidated financial statements of the Group for the six months ended June 30, 2021 and 2020 were approved at the Board of Directors’ meeting on August 26, 2021.

1.1. Linx acquisition

On November 17, 2020, Linx S.A (“Linx”) held an Extraordinary General Meeting that approved the business combination between STNE Participações S.A. ("STNE Par") that holds the software investments business of the Group and Linx, a leading provider of retail management software in Brazil. The transaction was unanimously approved by the Brazilian Antitrust Authority (CADE) on June 16, 2021, with no restrictions, and was completed on July 01, 2021.

Pursuant to the terms and subject to the conditions set forth in the Association Agreement and its amendments, each Linx share issued and outstanding immediately prior to the consummation of the transaction was automatically contributed to the Group in exchange for one newly issued redeemable STNE Par Class A Preferred Share and one newly issued redeemable STNE Par Class B Preferred Share. Immediately thereafter, each STNE Par Class A Preferred Share was redeemed for a cash payment of R$33.5229 updated pro rata die according to the CDI rate variation from February 11, 2021 until the date of the effective payment and each STNE Par Class B Preferred Share was redeemed for 0.0126730 BDR (BrazilianDepositary Receipt) Level1 (“StoneCo BDR”), admitted to trading on B3, and credited to the shareholders’ account on July 01, 2021, provided that each 1 (one) StoneCo BDR was correspond to 1 (one) StoneCo Class A Share (the “Base Exchange Ratio”). The Base Exchange Ratio was calculated on a fully diluted basis, assuming a number of fully diluted shares of Linx of 178,361,138 on the transaction consummation date and represented a total consideration of R$37.78 for each Linx share.

The redemption mentioned above was adjusted by a Linx’s intermediary dividends payment, approved on June 16, 2021, based on the accumulated profits of fiscal years prior to 2020, as evidenced in its balance sheet of December 31, 2020, in the amount of R$100,000 (one hundred million reais), corresponding to R$0.5636918 per share. On the date of the approval, the Group already had Linx’s shares classified as Short-term investments, so it received an amount of R$ 20,129 as dividends, recognized in Other income (expenses), net.

In the six months ended June 2021, the costs related to this transaction were R$ 3,240, recognized in the statement of profit or loss under administrative expenses.

For further information, see Note 25.

1.2. Seasonality of operations

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

In the six months ended June 2021, the second wave of the COVID-19 pandemic in Brazil resulted in different commerce restrictions among different Brazilian cities, imposing a more challenging scenario for the clients and commerce. The unaudited interim condensed consolidated financial statements were temporarily impacted by the clients’ lower volumes as a result of those commerce restrictions. The risks keep being monitored closely, and the Group is following health and safety guidelines as they evolve.

7
2. Group information
2.1. Subsidiaries
--- ---

The interim condensed consolidated financial statements of the Group include the following subsidiaries and structured entities:

% Groups's equity interest
Entity name Country of incorporation Principal activities June 30, 2021 December 31, 2020
DLP Capital LLC (“DLP Capital”) USA Holding company 100.00 100.00
DLP Par Participações S.A. (“DLP Par”) Brazil Holding company 100.00 100.00
MPB Capital LLC (“MPB Capital”) USA Investment company 100.00 100.00
STNE Participações S.A. (“STNE Par”) Brazil Holding company 100.00 100.00
STNE Participações em Tecnologia S.A. (“STNE Par Tec”) Brazil Holding company 100.00 100.00
Stone Pagamentos S.A. (“Stone”) Brazil Merchant acquiring 100.00 100.00
MNLT Soluções de Pagamentos S.A. (“MNLT”) Brazil Merchant acquiring 100.00 100.00
Pagar.me Pagamentos S.A. (“Pagar.me”) Brazil Merchant acquiring 100.00 100.00
Buy4 Processamento de Pagamentos S.A. (“Buy4”) Brazil Processing card transactions 100.00 100.00
Buy4 Sub LLC (“Buy4 LLC”) USA Cloud store card transactions 100.00 100.00
Cappta S.A. (“Cappta”) Brazil Electronic fund transfer 56.73 56.73
Mundipagg Tecnologia em Pagamento S.A. (“Mundipagg”) Brazil Technology services 99.70 99.70
Equals S.A. (“Equals”) Brazil Reconciliation services 100.00 100.00
Stone Franchising Ltda. (“Stone Franchising”) Brazil Franchising management 99.99 99.99
TAG Tecnologia para o Sistema Financeiro S.A. (“TAG”) Brazil Financial assets register 100.00 100.00
Stone Sociedade de Crédito Direto S.A. (“Stone SCD”) Brazil Financial services 100.00 100.00
Stone Logística Ltda ("Stone Log") Brazil Logistic services 100.00 100.00
PDCA S.A. ("PDCA") (Note 22 (a)) Brazil Merchant acquiring 100.00 67.00
Linked Gourmet Soluções para Restaurantes S.A. (“Linked”) (i) Brazil Technology services - 58.10
MAV Participações S.A. (“MVarandas”) Brazil Technology services 100.00 100.00
Vitta Tecnologia em Saúde S.A. (“Vitta Group”) Brazil Health plan management 100.00 100.00
VittaPar LLC. (“Vitta Group”) USA Holding company 100.00 100.00
Vitta Corretora de Seguros Ltda. (“Vitta Group”) Brazil Insurance services 100.00 100.00
Vitta Serviços em Saúde LTDA. (“Vitta Group”) Brazil Health services 100.00 100.00
Vitta Saúde Administradora em Benefícios LTDA. (“Vitta Group”) Brazil Health services 100.00 100.00
MLabs Software S.A. (“MLabs”) Brazil Social media services 51.50 51.50
Questor Sistemas S.A (“Questor”) Brazil Technology services 50.00 50.00
Sponte Informática S.A ("Sponte") Brazil Technology services 90.00 90.00
StoneCo CI Ltd (“Creditinfo Caribbean”) Cayman Islands Holding company 53.05 53.05
Creditinfo Jamaica Ltd (“Creditinfo Caribbean”) Jamaica Credit bureau services 53.05 53.05
Creditinfo Guyana Inc (“Creditinfo Caribbean”) Guyana Credit bureau services 53.05 53.05
Creditadvice Barbados Ltd (“Creditinfo Caribbean”) Barbados Credit bureau services 53.05 53.05
Stone Seguros S.A (“Stone Seguros”) Brazil Insurance services 100.00 100.00
TAPSO FIDC ("FIDC TAPSO") Brazil Receivables investment fund 100.00 100.00
FIDC Bancos Emissores de Cartão de Crédito - Stone II (“FIDC AR II”) Brazil Receivables investment fund 100.00 100.00
FIDC Bancos Emissores de Cartão de Crédito - Stone III (“FIDC AR III”) Brazil Receivables investment fund 100.00 100.00
SOMA FIDC (“FIDC SOMA”) Brazil Receivables investment fund 100.00 100.00
SOMA III FIDC (“FIDC SOMA III”) Brazil Receivables investment fund 100.00 100.00
SOMA IV FIDC (“FIDC SOMA IV”) (Note 12 (iii)) Brazil Receivables investment fund 100.00 -
STONECO EXCLUSIVO FIC FIM (“FIC FIM STONECO”) Brazil Investment fund 100.00 100.00
StoneCo Pagamentos UK Ltd. (ii) UK Service Provider 100.00 -
SimplesVet Tecnologia S.A. ("SimplesVet") (Note 24) Brazil Technology services 50.00 -
VHSYS Sistema de Gestão S.A. ("VHSYS") (Note 24) Brazil Technology services 50.00 -
8
(i) On June 28, 2021, the Group sold all of the 4,205,115 Linked Gourmet’s shares held by it, representing<br>58.10% of the total and voting capital shareholding, for the total price of R$ 1, thus withdrawing from Linked Gourmet's shareholders.<br>The Group derecognized all Linked’s assets and liabilities, including goodwill at acquisition and non-controlling interests in the<br>subsidiary, resulting in R$ 12,746 of losses with the disposal.
(ii) On February 3, 2021, StoneCo Pagamentos UK Ltd was formed to provide technical risk management services<br>to StoneCo's group companies.
--- ---

The Group holds options to acquire additional interests in some of its subsidiaries. Each of the options has been evaluated in accordance with pre-determined formulas and R$ 4,962 were recorded in the consolidated statement of financial position as Derivative financial instruments.

2.2. Associates
% Groups's equity interest
--- --- --- --- ---
Entity name Country of incorporation Principal activities June 30, 2021 December 31, 2020
Collact Serviços Digitais Ltda. (“Collact”) Brazil CRM 25.00 25.00
VHSYS Sistema de Gestão S.A. (“VHSYS”) (Note 24) Brazil Technology services - 33.33
Alpha-Logo Serviços de Informática S.A. ("Tablet Cloud") Brazil Technology services 25.00 25.00
Trinks Serviços de Internet S.A. ("Trinks") Brazil Technology services 19.90 19.90
Delivery Much Tecnologia S.A. ("Delivery Much") (i) Brazil Food delivery marketplace 29.50 22.64
(i) On February 23, 2021, the Group acquired additional 6.85% interest in Delivery Much Tecnologia S.A. ("Delivery<br>Much") through capital increase of R$ 34,998. The initial acquisition occurred in 2020.
--- ---

The Group holds options to acquire additional interests in some of its associates. Each of the options has been evaluated in accordance with pre-determined formulas and R$ 6,629 were recorded in the consolidated statement of financial position as Derivative financial instruments.

3. Basis of preparation and changes to the Group’s accounting policies
3.1. Basis of preparation
--- ---

The interim condensed consolidated financial statements for the six months ended June 30, 2021 have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2020.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of new and amended standards as set out below.

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

9
3.2. Estimates

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

In preparing these interim condensed consolidated financial statements, the significant judgements and estimates made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that are set the consolidated financial statements for the year ended December 31, 2020 and no changes were made, except for updates in assumptions used to estimate the fair value in loans designated at fair value through profit and loss.

As we have observed a reduction in the expected cash flows, especially due to the reduction of observed recovery rates in delinquent loans, we have reviewed downwards the fair value of our loans portfolio.

4. Segment information

In reviewing the operational performance of the Group and allocating resources, the chief operating decision maker of the Group (“CODM”), who is the Group’s Chief Executive Officer (“CEO”) and the Board of Directors (“BoD”), reviews selected items of the statement of profit or loss and other comprehensive income.

The CODM considers the whole Group as a single operating and reportable segment, monitoring operations, making decisions on fund allocation and evaluating performance based on a single operating segment. The CODM reviews relevant financial data on a combined basis for all subsidiaries and associates.

The Group’s revenue, results and assets for this one reportable segment can be determined by reference to the interim condensed consolidated statement of profit or loss and other comprehensive income and interim condensed consolidated statement of financial position.

5. Cash and cash equivalents
June 30, 2021 December 31, 2020
--- --- ---
Short-term bank deposits - denominated in R$ 5,822,200 2,370,414
Short-term bank deposits - denominated in US$ 50,457 76,576
5,872,657 2,446,990
6. Short- and Long-term investments
--- ---
June 30, 2021 December 31, 2020
--- --- ---
Short-term
Listed securities
Bonds  (a) 1,492,362 675,599
Equity securities (b.2) 1,335,603 970,353
Unlisted securities
Bonds  (a) 2,131,478 6,464,154
Investment funds (c) 40,117 10,136
Equity securities (b) - 7,816
Long-term
Listed securities
Equity securities (b.3) 3,321,173 -
Unlisted securities
Equity securities (b.1) 19,197 -
8,339,930 8,128,058
10
(a) Comprised of public and private bonds with maturities greater than six months, indexed to fixed and floating<br>rates. As of June 30, 2021, bonds of listed companies are mainly indexed to 97.5% to 100% CDI rate (2020 – 97.5% to 100% CDI rate).<br>Liquidity risk is minimal.
(b) Comprised of ordinary shares of listed and unlisted entities. These assets are measured at fair value,<br>and the Group elected asset by asset the recognition of the changes in fair value of the existing listed and unlisted equity instruments<br>through profit or loss (“FVPL”) or other comprehensive income (“FVOCI”). Fair value of unlisted equity instruments<br>as of June 30, 2021 was determined based on recent negotiations of the securities.
--- ---

(b.1) The change in fair value of equity securities at FVOCI was R$ 207,831 (2020 – R$ 3,412), which was recognized in other comprehensive income. In April, 2021, the Group sold most of their investment in Cloudwalk Inc.

(b.2) The change in fair value of equity securities at FVPL was R$ 841,168, which was recognized in Other income (expenses), net, in statement of profit or loss.

(b.3) On May 24, 2021, the Group signed a definitive investment agreement with Banco Inter S.A. (“Banco Inter”), a leading and fast-growing digital bank in Brazil which allowed the Group to invest up to R$ 2,480,003 (approximately US$ 471 million) in newly issued shares issued by Banco Inter, becoming a minority investor (limited to a 4.99% stake) of Banco Inter after the transaction (the “Investment”). As part of the Investment, the Group acquired the right of first refusal in the case of change of control of Banco Inter, for a period of 6 years and according to certain price thresholds; and the right to join the Board of Directors of Banco Inter with one seat out of nine. We understand that the investment does not allow us to have significant influence on Banco Inter, so the investment is classified as fair value through profit or loss.

(c) Comprised of foreign investment fund shares.

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

7. Accounts receivable from card issuers

Accounts receivable are amounts due from card issuers regarding the transactions of clients with card holders, performed in the ordinary course of business. Accounts receivable are generally due within 12 months, therefore are all classified as current.

June 30, 2021 December 31, 2020
Accounts receivable from card issuers (a) 16,673,411 16,031,948
Accounts receivable from other acquirers (b) 239,410 287,972
Allowance for expected credit losses (15,950) (12,765)
16,896,871 16,307,155
(a) Refers to accounts receivable from card issuers, net of interchange fees, as a result of processing transactions<br>with clients.
--- ---
(b) Refers to accounts receivable from other acquirers related to PSP (Payment Service Provider) transactions.
--- ---

As of June 30, 2021, R$ 2,775,635 of the total Accounts receivable from card issuers are held by FIDC AR III (December 31, 2020 — R$ 4,437,285 held by FIDC AR II and FIDC AR III). Accounts receivable held by FIDCs guarantee the obligations to FIDC quota holders. Accounts receivable from card issuers in the amount of R$450,353 (December 31, 2020 – R$450,217) guarantee the liability with debentures.

11
8. Trade accounts receivable

Trade accounts receivables are amounts due from clients mainly related to loans designated at fair value through profit or loss (“FVPL”), equipment rental and other services.

June 30, 2021 December 31, 2020
Loans designated at FVPL (a) 1,430,075 1,646,685
Accounts receivable from clients (b) 140,361 130,059
Other trade accounts receivable 47,107 53,675
Allowance for expected credit losses (36,552) (32,463)
1,580,991 1,797,956
Current 1,412,449 1,415,850
Non-current 168,542 382,106
(a) The Group has irrevocably elected to classify loans originated through June 30, 2021 at fair value with<br>net changes recognized in the statement of profit or loss. The amount is held by FIDC SOMA, FIDC SOMA III and FIDC SOMA IV.
--- ---
(b) Comprised mainly of accounts receivable from equipment rental.
--- ---
9. Income taxes
--- ---

Income taxes are comprised of taxation over operations in Brazil, related to Corporate Income Tax (“IRPJ”) and Social Contribution on Net Profit (“CSLL”). According to Brazilian tax law, income taxes and social contribution are assessed and paid by legal entity and not on a consolidated basis.

(a) Reconciliation of income tax expense

The following is a reconciliation of income tax expense to profit for the period, calculated by applying the combined Brazilian statutory rates at 34% for the six months ended June 30, 2021 and 2020:

Six months ended June 30 Three months ended June 30
2021 2020 2021 2020
Profit before income taxes 792,605 387,752 582,599 159,844
Brazilian statutory rate 34% 34% 34% 34%
Tax expense at the statutory rate (269,486) (131,836) (198,084) (54,347)
Additions (exclusions):
Gain from entities not subject to the payment of income taxes 180,251 27,153 148,922 20,552
Different tax rates for companies abroad (2,891) - (341) -
Other permanent differences 6,906 (2,900) 5,133 (1,461)
Equity pickup on associates (2,182) (958) (956) (523)
Unrecorded deferred taxes (31,958) (8,671) (16,848) (5,634)
Use of tax losses previously unrecorded - 33 (12) (45)
Interest payments on net equity 5,932 5,682 5,932 5,682
R&D Tax Benefits 4,512 5,752 (210) 933
Other tax incentives 630 213 (131) (1,400)
Total income tax and social contribution expense (108,286) (105,532) (56,595) (36,243)
Effective tax rate 14% 27% 10% 23%
Current income tax and social contribution (84,568) (70,365) (21,819) 7,166
Deferred income tax and social contribution (23,718) (35,167) (34,776) (43,409)
Total income tax and social contribution expense (108,286) (105,532) (56,595) (36,243)
12
(b) Changes in deferred income taxes

Net changes in deferred income taxes relate to the following:

At December 31, 2020 77,611
Equity instruments designated at FVPL (126,175)
Losses available for offsetting against future taxable income 40,465
Tax credit carryforward (18,300)
Accounts receivable from card issuers at FVOCI 22,910
Tax deductible goodwill (6,113)
Share-based compensation 2,219
Temporary differences under FIDC 15,166
Deferred income taxes arising from business combinations (13,454)
Assets at FVPL 64,528
Technological innovation benefit (139)
Equity instruments designated at FVOCI (5,922)
Unrealized loss on cash flow hedge at FVOCI (779)
Others 3,188
At June 30, 2021 55,205
(c) Deferred income taxes by nature
--- ---
June 30, 2021 December 31, 2020
--- --- ---
Equity instruments designated at FVPL (126,175) -
Losses available for offsetting against future taxable income 125,046 84,581
Tax credit carryforward 67,695 85,995
Accounts receivable from card issuers at FVOCI 47,171 24,261
Tax deductible goodwill 42,788 48,901
Share-based compensation 34,912 32,693
Temporary differences under FIDC (51,370) (66,536)
Deferred income taxes arising from business combinations (52,567) (39,113)
Assets at FVPL (10,760) (75,288)
Technological innovation benefit (15,571) (15,432)
Equity instruments designated at FVOCI (5,922) -
Unrealized loss on cash flow hedge at FVOCI - 779
Others (42) (3,230)
Deferred tax, net 55,205 77,611

Under Brazilian tax law, temporary differences and tax losses can be carried forward indefinitely. However, the loss carryforward can only be used to offset up to 30% of taxable profit for the period.

(d) Unrecognized deferred taxes

The Group has accumulated tax loss carryforwards and other temporary differences in some subsidiaries in the amount of

R$ 68,864 (December 31, 2020 – R$ 36,906) for which a deferred tax asset was not recognized and are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognized with respect of these losses as they cannot be used to offset taxable profits between subsidiaries of the Group, and there is no other evidence of recoverability in the near future.

13
10. Property and equipment
(a) Changes in Property and equipment
--- ---
Balance at 12/31/2020 Additions Disposals<br><br> <br><br><br> <br>(i) Business combination Balance at 06/30/2021
--- --- --- --- --- ---
Cost
Pin Pads & POS 736,775 265,074 (46,949) - 954,900
IT equipment 128,244 54,776 (4,126) 1,125 180,019
Facilities 40,524 9,401 (943) 194 49,176
Machinery and equipment 18,242 1,160 - 105 19,507
Furniture and fixtures 14,629 1,442 - 433 16,504
Vehicles and airplane 16,261 30,496 - - 46,757
Construction in progress 81 1,417 - - 1,498
Right-of-use assets - Vehicles 20,007 4,053 (1,233) - 22,827
Right-of-use assets - Offices 126,571 49,482 (8,397) 1,600 169,256
1,101,334 417,301 (61,648) 3,457 1,460,444
Depreciation
Pin Pads & POS (248,704) (87,288) 16,143 - (319,849)
IT equipment (57,801) (14,276) 280 (493) (72,290)
Facilities (17,180) (3,031) 4 (12) (20,219)
Machinery and equipment (14,140) (2,015) - (25) (16,180)
Furniture and fixtures (3,882) (733) - (103) (4,718)
Vehicles and airplane (1,544) (2,087) - - (3,631)
Right-of-use assets - Vehicles (6,906) (3,718) 438 - (10,186)
Right-of-use assets - Offices (33,943) (15,049) 8,093 (413) (41,312)
(384,100) (128,197) 24,958 (1,046) (488,385)
Property and equipment, net 717,234 289,104 (36,690) 2,411 972,059
(i) Of the total disposals, R$ 185 refers to the sale<br>of Linked Gourmet (Note 2.1 (i)).
--- ---
(b) Depreciation and amortization charges
--- ---

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

Six months ended June 31 Three months ended June 31
2021 2020 2021 2020
Cost of services 114,821 82,038 62,517 41,929
General and administrative expenses 43,929 27,156 23,336 13,805
Selling expenses 23,063 14,194 11,518 7,460
Depreciation and Amortization charges 181,813 123,388 97,371 63,194
Depreciation charge 128,197 94,713 68,863 48,476
Amortization charge (Note 11) 53,616 28,675 28,508 14,718
Depreciation and Amortization charges 181,813 123,388 97,371 63,194
14
11. Intangible assets
Balance at 12/31/2020 Additions Disposals<br><br> <br><br><br> <br>(i) Transfers Business combination Balance at 06/30/2021
--- --- --- --- --- --- ---
Cost
Goodwill - acquisition of subsidiaries 654,044 - (8,632) - 44,686 690,098
Customer relationship 155,101 - - - 22,058 177,159
Trademark use right 12,491 - - - - 12,491
Trademarks and patents 3,728 - - - 3 3,731
Software 204,649 53,107 (2,256) 3,370 20,759 279,629
Licenses for use - payment arrangements 25,250 595 - (650) 23 25,218
Exclusivity right 38,827 - - - - 38,827
Software in progress 26,246 22,760 (4,345) (2,720) - 41,941
Right-of-use assets - Software 66,837 5,626 - - - 72,463
1,187,173 82,088 (15,233) - 87,529 1,341,557
Amortization
Customer relationship (50,543) (10,922) - - - (61,465)
Trademark use right (12,491) - - - - (12,491)
Trademarks and patents (793) (176) - - - (969)
Software (55,508) (26,298) 45 - (873) (82,634)
Licenses for use - payment arrangements (13,295) 933 - - - (12,362)
Exclusivity right (647) (1,926) - - - (2,573)
Right-of-use assets - Software (14,010) (15,227) - - - (29,237)
(147,287) (53,616) 45 - (873) (201,731)
Intangible assets, net 1,039,886 28,472 (15,188) - 86,656 1,139,826
(i) Of the total disposals, R$ 2,407 refers to the sale of Linked Gourmet<br>(Note 2.1 (i)).
--- ---
15
12. Loans and financing
Balance at 12/31/2020 Additions Disposals Payment Business Combination (vi) Changes in Exchange Rates Interest Balance at 06/30/2021
--- --- --- --- --- --- --- --- ---
Obligations to FIDC AR quota holders (i) 4,114,315 - - (1,674,000) - - 61,457 2,501,772
Obligations to FIDC TAPSO quota holders (ii) 20,476 - - (707) - - 543 20,312
Obligations to FIDC SOMA quota holders (iii) 239,759 584,191 - (16,630) - - 19,388 826,708
Bonds (iv) - 2,477,408 - - - (9,250) 3,842 2,472,000
Leases 174,861 59,161 (1,108) (45,200) 1,289 - 4,752 193,755
Bank borrowings (v) 390,830 2,808,000 - (1,519,397) 236 - 17,802 1,697,471
Debentures 398,358 - - (5,155) - - 5,679 398,882
Loans with private entities 745,051 - - (1,429) - - 11,805 755,427
6,083,650 5,928,760 (1,108) (3,262,518) 1,525 (9,250) 125,268 8,866,327
Current 3,144,858 3,473,340
Non-current 2,938,792 5,392,987
(i) Payments mainly refer to the amortization of the principal and the payment of interest of the third series<br>of FIDC AR II.
--- ---
(ii) In March 2021, the Group negotiated an amendment of the contract to postpone the payment date of the principal<br>to March 2022. Until March 2, 2021, the benchmark return rate remained at 100% of the CDI + 1.15% per year, and after this date, the benchmark<br>return rate became 100% of the CDI + 1.80% per year.
--- ---
(iii) Additions refer to the first series of FIDC SOMA III and SOMA IV senior and mezzanine quotas. The total<br>issuance of SOMA III to third party investors was R$ 493,000, of which R$ 246,500 were received in 2020 (R$ 239,232 net of the offering<br>transaction costs, which will be amortized over the course of the series) and R$ 246,500 (with a monetary restatement of R$ 1,434) were<br>received in the first quarter of 2021. The total issuance of SOMA IV to third party investors was R$ 340,000 (R$ 336,257 net of the offering<br>transaction costs, which will be amortized over the course of the series).
--- ---
(iv) In June 2021, the Group issued its inaugural dollar bond, raising USD 500 million in 7-year notes with<br>a final yield of 3.95%. The total issuance was R$ 2,510,350 (R$ 2,477,408 net of the offering transaction costs, which will be amortized<br>over the course of the debt).
--- ---
(v) The Group has issued a total amount of R$ 2,808,000 of new CCBs (Bank Credit Notes), maturing until October<br>2021, which price range is from CDI + 0.68% to CDI + 0.85%. The proceeds of these loans were used mainly for the prepayment of receivables.
--- ---
(vi) Arising from business combination (Note 24).
--- ---

The Group has not breached borrowing limits or covenants (where applicable) on any of its borrowing facilities.

16
13. Transactions with related parties

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

(a) Transactions with related parties

The following transactions were carried out with related parties:

Six months ended June 30 Three months ended June 30
2021 2020 2021 2020
Sales of services
Associates (legal and administrative services) (i) 15 6 8 3
15 6 8 3
Purchases of goods and services
Entity controlled management personnel (ii) (16) (10,747) (16) (7,875)
Associates (transaction services) (iii) (1,287) (826) (679) (317)
Service provider (iv) (240) - (240) -
(1,543) (11,573) (935) (8,192)
(i) Related to services provided to VHSYS.
--- ---
(ii) Related to consulting and management services with Genova Consultoria e Participações Ltda.,<br>and travel services reimbursed to Zurich Consultoria e Participações Ltda, companies owned by related parties.
--- ---
(iii) Related mainly to expenses paid to Collact in the period from January to June 2021 and VHSYS from January<br>to March 2021 due to new customers acquisition.
--- ---
(iv) Related to strategic consulting for data science with LAMPS Desenvolvimento Ltda, company owned by related<br>parties.
--- ---

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

(b) Balances at the end of the period

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

June 30, 2021 December 31, 2020
Loans to management personnel 4,408 4,149
Convertible loans 4,768 3,051
Receivables from related parties 9,176 7,200

As of June 30, 2021, there is no allowance for expected credit losses on related parties’ receivables. No guarantees were provided or received in relation to any accounts receivable or payable involving related parties.

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

17
14. Provision for contingencies

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

The amount of the judicial deposits as of June 30, 2021 is R$ 18,160 (December 31, 2020 - R$ 20,448), which are included in other assets in the non-current assets.

(a) Probable losses, provided for in the statement of financial position

The provisions for probable losses are estimated and periodically adjusted by management, supported by the opinion of its external legal advisors. The amount, nature and the movement of the liabilities is summarized as follows:

Civil Labor Total
Balance at December 31, 2020 9,572 578 10,150
Additions 4,003 293 4,296
Reversals (829) (94) (923)
Interests 169 26 195
Payments (5,273) (52) (5,325)
Balance at June 30, 2021 7,642 751 8,393
· Stone, MNLT, Pagar.me, Cappta, PDCA, Stone SCD, Buy4, Mundipagg and VHSYS are parties to legal suits and<br>administrative proceedings filed with several courts and governmental agencies, in the ordinary course of their operations,<br>involving civil and labor claims.
--- ---
(b) Possible losses, not provided for in the statement of financial position
--- ---

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

June 30, 2021 December 31, 2020
Civil 53,550 46,169
Labor 26,931 15,024
Tax 4,541 -
Total 85,022 61,193

The nature of the main litigations is summarized as follows:

• Stone is party to two injunctions filed by a financial institution against accredited clients in which Stone was called as a defendant, demanding Stone to refrain from prepayment of receivables related to any credits of the accredited clients resulting from credit and debit cards, in addition to requesting that the amounts arising out of the transactions be paid at the bank account maintained at the financial institution that filed such lawsuit. There are no claims directly against Stone, and the possible loss derives exclusively from attorney´s fees. The amount provided as possible loss is R$ 11,387 (December 31, 2020 - R$ 10,835).

• Stone, MNLT, Cappta, Mundipagg, STNE Par, Stone SCD, PDCA and Pagar.me are parties to legal suits filed in several Brazilian courts, in the ordinary course of their operations. These claims are related to: (i) chargeback, which sums R$ 2,373 (December 31, 2020 - R$ 2,063); (ii) disputes related to amounts withheld due to credit and fraud prevention/risk management, totaling R$ 8,646 (December 31, 2020 - R$ 5,876); (iii) disputes related to merchants’ credit card receivables, totaling R$ 758 (December 31, 2020 - R$ 1,256) and (iv) disputes related to fraud and risk management of banking operation, totaling R$ 4,430 (December 31, 2020 - R$ 2,726).

Labor lawsuits assessed as possible losses refer to lawsuits filed by former employees of the company and there being no individually significant cases.

18
15. Accounts payable to clients

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

16. Equity
(a) Authorized capital
--- ---

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

(b) Subscribed and paid-in capital and capital reserve

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

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

Below are the movements of shares during the six months ended June 30, 2021:

Number of shares
Class A Class B Total
At December 31, 2020 257,479,140 51,782,702 309,261,842
Issuance (i) (ii) 3,130,494 - 3,130,494
Conversions 5,741,517 (5,741,517) -
Vested awards (iii) 133,579 - 133,579
At June 30, 2021 266,484,730 46,041,185 312,525,915
(i) On January 28, 2021, the Group has fully acquired the non-controlling interest in PDCA held by Bellver<br>Fundo de Investimento Multimercado Crédito Privado Investimento no Exterior (“Bellver”). The transaction was made by<br>a purchase and sale of shares, where Bellver agreed to acquire 1,313,066 STNE shares by a payment being part in cash in the amount of<br>R$ 230,500 and part by the delivering of their PDCA shares. The number of STNE shares delivered to Bellver was based on STNE volume-weighted<br>average trading price of the 30 days preceding the signing of a memorandum of understanding (“MOU”) between the parties on<br>December 8th, 2020.
--- ---
(ii) On June 16, 2021, CADE (Brazilian Antitrust Authority) approved, without restrictions, a business combination<br>between the Group and Linx S.A (“Linx”) which was completed on July 01, 2021. Pursuant to the terms and subject to the conditions<br>set forth in the Association Agreement and its amendments, each Linx share issued and outstanding immediately prior to the consummation<br>of the transaction was automatically contributed to the Group in exchange for one newly issued redeemable STNE Par Class A Preferred Share<br>and one newly issued redeemable STNE Par Class B Preferred Share. To complete the transaction 1,817,428 StoneCo shares were issued and<br>bought by STNE Par in the amount of R$ 609,949.
--- ---
(iii) As described in Note 20, in May 2021, the Company has accelerated 132,885 RSUs, of which 96,341 shares<br>were delivered through the issuance of shares. In February 2021, 37,238 Class A common shares were issued to our founder shareholders,<br>as anti-dilutive shares.
--- ---
19
(c) Treasury shares

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

On May 19, 2021, the Company announced the adoption of a new share repurchase program in an aggregate amount of up to US$ 200 million (the “Repurchase Program”) in outstanding Class A common shares. This new share repurchase program is a replacement to the previous share repurchase program announced by Stone on May 13, 2019. Under the former program, Stone repurchased a total of 3,595,713 shares. The Repurchase Program may be executed in compliance with Rule 10b-18 under the Exchange Act.

In the first semester of 2021, 3,067,378 Class A common shares were repurchased on the former program, for the amount of R$ 988,824 (in 2020 – 528,335 Class A common shares were repurchased for R$ 76,270). No Class A common shares were repurchased on the new Repurchase Program.

In June 2021, the Company holds 3,599,848 (December 2020 - 532,470) Class A common shares in treasury.

17. Earnings per share

Basic earnings per share is calculated by dividing net income for the period attributed to the owners of the parent by the weighted average number of ordinary shares outstanding during the period.

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

Six months ended June 30 Three months ended June 30
2021 2020 2021 2020
Net income attributable to Owners of the Parent 687,512 285,400 529,176 126,594
Numerator of basic and diluted EPS 687,512 285,400 529,176 126,594

As of June 30, 2021, the shares issued in connection with the acquisition of non-controlling interest in PDCA were adjusted to basic and diluted EPS calculation since the acquisition date.

The Group granted RSU and stock options (Note 20), which are included in diluted EPS calculation.

The following table contains the earnings per share of the Group for the six and three months ended June 30, 2021 and 2020 (in thousands except share and per share amounts):

Six months ended June 30 Three months ended June 30
2021 2020 2021 2020
Numerator of basic EPS 687,512 285,400 529,176 126,594
Weighted average number of outstanding shares 308,889,329 277,405,259 308,162,686 277,443,682
Denominator of basic EPS 308,889,329 277,405,259 308,162,686 277,443,682
Basic earnings per share - R$ 2.23 1.03 1.72 0.46
Numerator of diluted EPS 687,512 285,400 529,176 126,594
Share-based payments 5,762,231 4,487,753 6,355,798 4,561,723
Weighted average number of outstanding shares 308,889,329 277,405,259 308,162,686 277,443,682
Denominator of diluted EPS 314,651,560 281,893,012 314,518,484 282,005,405
Diluted earnings per share - R$ 2.18 1.01 1.68 0.45
20
18. Total revenue and income
Six months ended June 30 Three months ended June 30
--- --- --- --- ---
2021 2020 2021 2020
Timing of revenue recognition
Net revenue from transaction activities and other services 677,474 454,767 359,189 227,465
Recognized at a point in time 677,474 454,767 359,189 227,465
Net revenue from subscription services and equipment rental 292,837 173,563 152,888 80,438
Financial income 408,809 685,885 40,018 326,570
Other financial income 101,979 69,893 61,337 32,879
Recognized over time 803,625 929,341 254,243 439,887
Total revenue and income 1,481,099 1,384,108 613,432 667,352
19. Expenses (revenues) by nature
--- ---
Six months ended June 30 Three months ended June 30
--- --- --- --- ---
2021 2020 2021 2020
Personnel expenses 538,451 352,073 303,338 203,361
Transaction and client services costs (a) 255,796 171,220 147,280 105,043
Financial expenses (b) 250,098 210,964 157,602 62,597
Depreciation and amortization (Note 10 (b)) 181,813 123,388 97,371 63,194
Marketing expenses and sales commissions (c) 160,518 57,374 99,068 33,316
Third parties services 69,093 39,575 35,825 23,703
Facilities expenses 21,747 16,740 12,274 6,567
Travel expenses 7,442 5,539 5,078 101
Fair value adjustment on equity securities designated at FVPL (Note 6 (b.2)) (841,168) - (841,168) -
Other (d) 38,286 16,665 11,354 8,087
Total expenses 682,076 993,538 28,022 505,969
(a) Transaction and client services costs include card transaction capturing services, card transaction and<br>settlement processing services, logistics costs, payment scheme fees and other costs.
--- ---
(b) Financial expenses include discounts on the sale of receivables to banks, interest expense on borrowings,<br>foreign currency exchange variances, net and the cost of derivatives covering interest and foreign exchange exposure.
--- ---
(c) Marketing expenses and sales commissions relate to marketing and advertising expenses, and commissions<br>paid to sales related partnerships.
--- ---
(d) In the second quarter of 2021, Linked's sale resulted in a loss of R$12,746.
--- ---
20. Share-based payments
--- ---

The Group provides benefits to employees (including executive directors) of the Group through share-based incentives.

Incentive Shares

In 2017, certain key employees have been granted incentive shares, or the Co-Investment Shares, that entitle participants to receive a cash bonus which they, at their option, may use to purchase a specified number of preferred shares in StoneCo Brasil which were then exchanged for common shares in DLP Par and after were exchanged upon consummation of the IPO.

These incentive shares are subject to a 10 years lock-up period and a discounted buy-back feature retained by the Group if the employee leaves prior to lockup expiration.

21

Restricted share units and StockOptions

The Group has a Long-term incentive plan (“LTIP”) to enable the Group to grant equity-based awards to employees and other service providers with respect to its Class A common shares, and it was granted restricted share unit (“RSUs”) and stock options to certain key employees under the LTIP to incentivize and reward such individuals. These awards are scheduled to vest over a four, five, seven and ten year period, subject to and conditioned upon the achievement of certain performance conditions. Assuming achievement of these performance conditions, awards will be settled in, or exercised for, its Class A common shares. If the applicable performance conditions are not achieved, the awards will be forfeited for no consideration.

In January and March 2021, the Company granted 1,137,514 and 3,648 RSUs with a price of R$ 393.72 and R$ 500.65, respectively. In April, May and June 2021, the Company granted 674,541, 415,648 and 1,340 RSUs with a price of R$ 361.10, R$ 312.32 and R$ 336.36, respectively. The prices were determined based on the fair value of the equity instruments granted and the exchange rate, both at the grant date. Moreover, the Company accelerated 132,885 RSUs in the second quarter of 2021.

As of June 30, 2021, there were RSUs outstanding with respect to 6,469,998 Class A common shares and stock options outstanding with respect to 32,502 Class A common shares (with a weighted average exercise price of US$ 24.92).

The fair value of RSU refers to the stock price at grant date, and the fair value of each stock option granted was estimated at the grant date based on the Black-Scholes-Merton pricing model.

Performance share units

In June 2021, the Group granted new awards as Performance share units (“PSUs”). These awards are equity classified and give beneficiaries the right to receive shares if the Group reaches minimum levels of total shareholder return (“TSR”) in five years from the grant date and provided they continue providing services over a 5 year period. The PSUs granted will not result in delivering shares to beneficiaries and will expire if the minimum performance condition is not met. The fair value of the awards is estimated at the grant date using the Black-Scholes-Merton pricing model, considering the terms and conditions on which the PSUs were granted, and the related compensation expense will be recognized over the vesting period. The performance condition is considered in estimating the grant-date fair value. In June 2021, the Company granted 342,585 PSUs with a grant-date fair value of R$ 315.28. The grant-date fair value was determined based on the fair value of the equity instruments of StoneCo and the exchange rate, both at the grant date.

The number of PSUs expected to be issued is based on historical data and current expectations and is not necessarily indicative of performance patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the PSUs is indicative of future trends, which may not necessarily be the actual outcome. The main inputs to the model were: Risk–free interest rate of 0.82% according to 3-month Libor forward curve for a 5 years period and annual volatility of 71.6%, based on the Company and similar players’ historical stock price.

In estimating the quantity of awards that are considered vested for accounting purposes we consider exclusively whether the service condition is met but reaching the TSR targets is ignored. As such even, if TSR targets are ultimately not achieved the expense will be recognized and not reversed for those RSUs for which the service condition was met.

The total expense, including taxes and social charges, recognized for the programs for the six and three months ended June 30, 2021 was R$ 78,509 (2020 – R$ 37,523) and R$ 57,731 (2020 – R$ 38,580), respectively. For the period ended June 30, 2021, the Group recorded in the capital reserve the amount of R$ 51,183 (2020 - R$ 7,690) related to share-based payments.

22
21. Financial instruments
(a) Risk management
--- ---

The Group’s activities expose it to a variety of financial risks: credit risk, market risk (including foreign exchange risk, cash flow or fair value interest rate risk, and price risk), liquidity risk and fraud risk. The Group’s overall financial risk management program seeks to remove or at least minimize potential adverse effects from its financial results. The Group uses derivative financial instruments to mitigate certain risk exposures. It is the Group’s policy that no trading in derivatives for speculative purposes may be undertaken.

Financial risk management is carried out by the global treasury department (“Global treasury”) on the Group level, designed by the integrated risk management team and approved by the Board of Directors. Global treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. On the specific level of the subsidiaries, mostly operations related to merchant acquiring operations in Brazil, the local treasury department (“Local Treasury”) executes and manages the financial instruments under the specific policies, respecting the Group’s strategy. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, anti-fraud, use of derivative financial instruments and non-derivative financial instruments, and investment of surplus liquidity.

The interim condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group’s annual financial statements as of December 31, 2020. There have been no changes in the risk management department or in any risk management policies since the year end.

The global spread of the COVID-19 pandemic, has negatively impacted the global economy, disrupted supply chains and created significant volatility in global financial markets, it has resulted in the temporary or permanent closure of many clients’ stores or facilities. Furthermore, if the clients’ businesses continue to be adversely affected, default rates of the credit solutions will likely rise. Additionally, continued turbulence in capital markets may adversely affect the ability to access capital to meet liquidity needs, execute the existing strategy, pursue further business expansion and maintain revenue growth. The risks are being monitored closely, and the Group intends to follow health and safety guidelines as they evolve.

(b) Financial instruments by category

Assets as per statement of financial position

Amortized cost FVPL FVOCI Total
At June 30, 2021
Short and Long-term investments - 6,985,130 1,354,800 8,339,930
Accounts receivable from card issuers - - 16,896,871 16,896,871
Trade accounts receivable 150,916 1,430,075 - 1,580,991
Financial assets from banking solution - 842,744 - 842,744
Derivative financial instruments - 31,937 8,851 40,788
Receivables from related parties 9,176 - - 9,176
Other assets 387,550 - - 387,550
547,642 9,289,886 18,260,522 28,098,050
At December 31, 2020
Short-term investments - 7,149,889 978,169 8,128,058
Accounts receivable from card issuers - - 16,307,155 16,307,155
Trade accounts receivable 151,271 1,646,685 - 1,797,956
Financial assets from banking solution - 714,907 - 714,907
Derivative financial instruments - 42,931 172 43,103
Receivables from related parties 7,200 - - 7,200
Other assets 180,309 - - 180,309
338,780 9,554,412 17,285,496 27,178,688
23

Liabilities as per statement of financial position

Amortized cost FVPL FVOCI Total
At June 30, 2021
Deposits from banking customers 781,195 - - 781,195
Accounts payable to clients 10,924,945 - - 10,924,945
Trade accounts payable 215,867 - - 215,867
Loans and financing 5,517,535 - - 5,517,535
Obligations to FIDC quota holders 3,348,792 - - 3,348,792
Derivative financial instruments - 4,394 2,480 6,874
Other liabilities 40,205 281,835 - 322,040
20,828,539 286,229 2,480 21,117,248
Amortized cost FVPL FVOCI Total
--- --- --- --- ---
At December 31, 2020
Deposits from banking customers 576,139 - - 576,139
Accounts payable to clients 9,172,353 - - 9,172,353
Trade accounts payable 180,491 - - 180,491
Loans and financing 1,709,100 - - 1,709,100
Obligations to FIDC quota holders 4,374,550 - - 4,374,550
Derivative financial instruments - 13,574 2,659 16,233
Other liabilities 26,179 269,162 - 295,341
16,038,812 282,736 2,659 16,324,207
(c) Fair value measurement
--- ---

The table below presents a comparison by class between book value and fair value of the financial instruments of the Group:

June 30, 2021   December 31, 2020

June 30, 2021 December 31, 2020
Book value Fair value Hierarchy level Book value Fair value Hierarchy level
Financial assets
Short and Long-term investments (1) 8,339,930 8,339,930 I /II 8,128,058 8,128,058 I /II
Accounts receivable from card issuers (2) 16,896,871 16,896,871 II 16,307,155 16,307,155 II
Trade accounts receivable (3) (4) 1,580,991 1,580,991 II/III 1,797,956 1,797,956 II/III
Financial assets from banking solution (5) 842,744 842,744 I 714,907 714,907 I
Derivative financial instruments (6) 40,788 40,788 II 43,103 43,103 II
Receivables from related parties (3) 9,176 9,176 II 7,200 7,200 II
Other assets (3) 387,550 387,550 II 180,309 180,309 II
28,098,050 28,098,050 27,178,688 27,178,688
Financial liabilities
Deposits from banking customers (7) 781,195 781,195 II 576,139 576,139 II
Accounts payable to clients (9) 10,924,945 10,686,227 II 9,172,353 9,004,825 II
Trade accounts payable (3) 215,867 215,867 II 180,491 180,491 II
Loans and financing (8) 5,517,535 5,504,806 II 1,709,100 1,697,588 II
Obligations to FIDC quota holders (8) 3,348,792 3,416,364 II 4,374,550 4,395,035 II
Derivative financial instruments (6) 6,874 6,874 II 16,233 16,233 II
Other liabilities (3) (10) 322,040 322,040 II/III 295,341 295,341 II/III
21,117,248 20,933,373 16,324,207 16,165,652
(1) Short-term investments are measured at fair value. Listed securities are classified as level I and unlisted<br>securities classified as level II, for those the fair value is determined using valuation techniques, which employ the use of market observable<br>inputs.
--- ---
(2) Accounts receivable from card issuers are measured at FVOCI as they are held to both, collect contractual<br>cash flows and be sold. Fair value is estimated by discounting future cash flows using market rates for similar items.
--- ---
24
(3) The carrying values of trade accounts receivable, receivables from related parties, other assets, trade<br>accounts payable and other liabilities are measured at amortized cost and are recorded at their original amount, less the provision for<br>impairment and adjustment to present value, when applicable. The carrying values are assumed to approximate their fair values, taking<br>into consideration that the realization of these balances, and settlement terms do not exceed 60 days. These amounts are classified as<br>level II in the hierarchy level.
(4) Included in Trade accounts receivable there are Loans designated at FVPL with an amount of R$ 1,430,075.<br>In the six months ended June 2021, this portfolio registered a loss of R$ 378,003, and total net cashflow effect was an outflow of R$<br>161,394. Loans are measured at fair value through profit or loss and are valued using valuation techniques, which employ the use of market<br>unobservable inputs, and therefore is classified as level III in the hierarchy level.
--- ---
At December 31, 2020 1,646,685
--- ---
Additions 1,693,825
Settlements (993,074)
Fair value recognized in the statement of profit or loss as Financial income (917,361)
At June 30, 2021 1,430,075

The significant unobservable inputs used in the fair value measurement of Loans designated at FVPL categorized within Level III of the fair value hierarchy, are based on expected loss rate and the discount rate used to evaluate the asset. To calculate expected loss rate, the Company considers a list of assumptions, the main being: an individual projection of client’s transactions, the probability of each contract to default and scenarios of recovery. These main inputs are periodically reviewed, or when there is an event that may affect the probabilities and curves applied to the portfolio.

(5) Financial assets from banking solutions are measured at fair value. Due to regulatory restrictions, sovereign<br>bonds are priced using quotation from Anbima public pricing method.
(6) The Group enters into derivative financial instruments with financial institutions with investment grade<br>credit ratings. Non-deliverable forward contracts are valued using valuation techniques, which employ the use of market observable inputs.<br>Fair value and cash flow hedge instruments are classified as FVPL and FVOCI in June 2021 and December 2020, respectively (Notes 21 (d)<br>and 21 (e)).
--- ---
(7) Deposits from banking customers are measured at amortized costs. Considered the immediate liquidity due<br>to costumers payment account deposits.
--- ---
(8) Loans and financing, and obligations to FIDC quota holders are measured at amortized cost. Fair values<br>are estimated by discounting future contractual cash flows at the interest rates available in the<br>market that are available to the Group for similar financial instruments.
--- ---
(9) Accounts payable to clients, are measured at amortized cost. Fair values are estimated by discounting<br>future contractual cash flows at the average of interest rates applicable in prepayment business.
--- ---
(10) There are contingent considerations included in other liabilities arising on business combinations that<br>are measured at FVPL. Fair values are estimated in accordance with pre-determined formulas explicit in the contracts with selling shareholders.<br>The amount as of June 30, 2021 is R$ 281,835 and is classified as level III in the hierarchy level. The movement of the contingent consideration<br>is summarized as follows:
--- ---
At December 31, 2020 269,162
--- ---
Initial recognition originated from business combination 4,288
Recognised in the statement of profit or loss as Financial expenses, net 8,385
At June 30, 2021 281,835

For disclosure purposes, the fair value of financial liabilities is estimated by discounting future contractual cash flows at the interest rates available in the market that are available to the Group for similar financial instruments. The effective interest rates at the balance sheet dates are usual market rates and their fair value does not significantly differ from the balances in the accounting records.

For the periods ended June 30, 2021 and December 31, 2020, there were no transfers between the fair value measurements of Level I and Level II and between the fair value measurements of Level II and Level III.

25
(d) Hedge accounting - highly probable future imports

During 2020, the Company entered hedge operations for highly probable transactions related to the purchases of Pin Pads & POS subject to foreign exchange exposure using Non-Deliverable Forward (“NDF”) contracts. The transactions have been elected for hedge accounting and classified as cash flow hedge in accordance with IFRS 9 Financial Instruments.

On January 14, 2021, the Company agreed with Pin Pads & POS providers that new purchases are not indexed to foreign currency, so there are no new hedge operations entered since then and the previously designated operations were discontinued.

The details of the operations and the position of asset, liability and equity as of June 30, 2021 and December 31, 2020 are presented as follows.

June 30, 2021 December 31, 2020
Notional in US$<br><br> <br><br><br> <br>(i) Contracted exchange rate (R$ per US$ 1.00) Notional in R$<br><br> <br>(i) Trade date Due date Effective portion – Gain / (Loss)<br><br> <br><br><br> <br>(ii) Ineffective portion – Revenue / (Expense)<br><br> <br>(iii) Discontinued hedge<br><br> <br>accounting –<br><br> <br>Revenue/ (Expense)<br><br> <br>(iv) Fair value – Asset / (Liability)
3,951 5.40 21,340 07-Jul-20 04-Jan-21 (288) (518) - (806)
(1,100) 5.31 (5,837) 05-Aug-20 04-Jan-21 - 121 - 121
2,900 5.33 15,450 05-Aug-20 01-Feb-21 - - 430 (418)
(600) 5.26 (3,158) 17-Sep-20 04-Jan-21 - 39 - 39
(150) 5.26 (790) 17-Sep-20 01-Feb-21 - - (32) 12
1,900 5.27 10,020 17-Sep-20 01-Mar-21 - - 487 (165)
2,900 5.63 16,333 21-Oct-20 01-Apr-21 - - 190 (1,270)
(2,750) 5.20 14,302 14-Jan-21 01-Feb-21 - - (756) -
(1,900) 5.21 9,893 14-Jan-21 01-Mar-21 - - (614) -
(2,900) 5.21 15,118 14-Jan-21 01-Apr-21 - - (1,404) -
Net amount (288) (358) (1,699) (2,487)
26
(i) Negative amounts represent either hedge transactions designated to eliminate the exchange variation of<br>the original hedges due to (i) reduction in the estimates of future purchases of Pin Pads & POS and (ii) elimination of exposure to<br>foreign exchange.
(ii) During the hedge life, this value is recognized in equity, in “Other comprehensive income”,<br>but subsequently (when settled), is reclassified to “Property and equipment”, in the statement of financial position. In accordance<br>with IFRS 9, the amount that has been accumulated in the cash flow hedge reserve shall be directly included in the carrying amount of<br>the related asset if the hedged forecast transaction results in the recognition of a non-financial asset. From March 31, 2021, there is<br>no longer effective portion recognized in equity because all transactions have been settled until this date. The amount of R$ 1,512 presented<br>in “Other comprehensive income” refers to unsettled transactions on December 31, 2020, that were reclassified to “Property<br>and equipment” in the first quarter of 2021 (R$ 2,291 gross amount) and R$ 1,512 (amount net of tax)).
--- ---
(iii) Recognized in the statement of profit or loss, in “Financial expenses, net”. The ineffectiveness<br>is due to (i) a smaller volume of purchases of Pin Pads & POS than the hedged volume, (ii) a commercial discount in the purchase moment,<br>and (iii) hedge transactions designated due to reduction in the estimates of future purchases of Pin Pads & POS.
--- ---
(iv) Recognized in the statement of profit or loss, in “Financial expenses, net”.
--- ---
(e) Hedge accounting – bonds
--- ---

In June 2021, the Company entered hedge operations to protect its inaugural dollar bonds (see details in Note 12(iv)), subject to foreign exchange exposure using swap contracts. The transactions have been elected for hedge accounting and classified as cash flow hedge in accordance with IFRS 9. The details of the operations and the position of asset, liability and equity as of June 30, 2021, are presented as follows.

Notional in US$ Notional in R$ Rate Trade date Due date Fair value as of<br><br> <br>June 30, 2021 – Asset<br><br> <br>(Liability) Accrual – Gain (Loss)<br><br> <br><br><br> <br>(i) Change in fair value – Gain (Loss)<br><br> <br><br><br> <br>(ii)
50,000 248,500 CDI + 2.94% 23-Jun-2021 16-Jun-2028 3,400 1,541 1,859
50,000 247,000 CDI + 2.90% 24-Jun-2021 16-Jun-2028 3,589 3,029 560
50,000 248,500 CDI + 2.90% 24-Jun-2021 16-Jun-2028 1,862 1,528 334
75,000 375,263 CDI + 2.99% 30-Jun-2021 16-Jun-2028 (842) (98) (744)
50,000 250,700 CDI + 2.99% 30-Jun-2021 16-Jun-2028 (1,165) (590) (575)
50,000 250,110 CDI + 2.98% 30-Jun-2021 16-Jun-2028 (474) - (474)
Net amount 6,370 5,410 960
(i) Recognized in the statement of profit or loss, in “Financial expenses, net”.
--- ---
(ii) Recognized in equity, in “Other comprehensive income”.
--- ---
(f) Financial assets from banking solution and deposits with banking customers
--- ---

Financial assets from banking solution are invested by the Company in accounts under Brazilian Central Bank’s (“BACEN”) custody or in Brazilian National Treasury Bonds, in order to guarantee the deposits with banking customers, as required by BACEN regulation.

(g) Offsetting of financial instruments

Financial asset and liability balances are offset (i.e., reported in the consolidated statement of financial position at their net amount) only if the Company and its subsidiaries currently have a legally enforceable right to set off the recognized amounts and intend either to settle on a net basis, or to sell the asset and settle the liability simultaneously.

As of June 30, 2021, and December 31, 2020, the Group has no financial instruments that meet the conditions for recognition on a net basis.

27
22. Transactions with non-controlling interests
Changes in non-controlling interest
--- --- --- --- ---
Capital contributions (deductions) by non-controlling interests Transfers to (from) non-controlling interests Changes in equity attributable to owners of the parent Consideration paid or payable to non-controlling interests
For the period ended June 30, 2021
Transactions between subsidiaries and shareholders:
Issuance of shares for purchased noncontrolling interests (a) (230,500) (77,911) 308,411 230,500
Capital contribution to subsidiary 893 - - -
Sale of subsidiary (b) - (1,220) - (1,220)
Non-controlling interests arising on a business combination (c) - 23,874 (23,874) -
(229,607) (55,257) 284,537 229,280
(a) On January 28, 2021, the Group has fully acquired the non-controlling interest in PDCA held by Bellver<br>Fundo de Investimento Multimercado Crédito Privado Investimento no Exterior (“Bellver”). The transaction was made by<br>a purchase and sale of shares, where Bellver agreed to acquire 1,313,066 STNE shares by a payment being part in cash in the amount of<br>R$ 230,500 and part by the delivering of their PDCA shares. The number of STNE shares delivered to Bellver was based on STNE volume-weighted<br>average trading price of the 30 days preceding the signing of a memorandum of understanding (“MOU”) between the parties on<br>December 8th, 2020.
--- ---
(b) On June 28, 2021, the Group sold all of the 4,205,115 Linked Gourmet’s shares held by it, representing<br>58.10% of the total and voting capital, for the total price of R$1, thus withdrawing from Linked Gourmet's shareholders.
--- ---
(c) Arising from the business combination among the Group and SimplesVet and VHSYS (Note 24 (c)).
--- ---
23. Other disclosures on cash flows
--- ---
(a) Non-cash operating activities
--- ---
Six months ended June 2021
--- ---
Fair value adjustment to accounts receivable from card issuers 67,378
Fair value adjustment on equity instruments/listed securities designated at FVOCI 213,753
Fair value adjustment on loans designated at FVPL (Note 21 (c)) (917,361)
Fair value adjustment on equity securities designated at FVPL (Note 6) 841,168
(b) Non-cash investing activities
--- ---
Six months ended June 2021
--- ---
Property and equipment and intangible assets acquired through lease 59,161
(c) Non-cash financing activities
--- ---
Six months ended June 2021
--- ---
Unpaid consideration for acquisition of non-controlling shares 2,486
(d) Property and equipment, and intangible assets
--- ---
Six months ended June 2021
--- ---
Additions of property and equipment (Note 10) (417,301)
Additions of right of use (IFRS 16) 53,535
Payments from previous year (33,353)
Purchases not paid at period end 33,143
Prepaid purchases of POS (160,734)
Purchases of property and equipment (524,710)
Additions of intangible assets (Note 11) (82,088)
Additions of right of use (IFRS 16) 5,626
Capitalization of borrowing costs 157
Purchases and development of intangible assets (76,305)
Net book value of disposed assets (Note 10 / Note 11) 51,878
Net book value of disposed Leases (1,108)
Loss on disposal of property and equipment and intangible assets (39,446)
Disposal of Linked's property, equipment and intangible assets, including goodwill (11,224)
Proceeds from disposal of property and equipment and intangible assets 100
28
(e) Loans designated at FVPL

Loans designated at FVPL represent a provision of cash of R$ 216,610 on operating activities in the consolidated statement of cash flows.

(f) Linx’s dividends

The dividends received from Linx represent an addition of R$ 20,129 on operating activities in the consolidated statement of cash flows (Note 1.1).

24. Business combination
a) Financial position of businesses acquired
--- ---

The allocation of assets acquired and liabilities assumed in the business combinations are presented below. The fair value allocation is preliminary.

Fair value SimplesVet<br><br> <br><br><br> <br>(as of March 31, 2021)<br><br> <br><br><br> <br>(i) VHSYS<br><br> <br>(as of March 31, 2021) (ii) Total
Cash and cash equivalents 11,107 13,731 24,838
Trade accounts receivable 96 351 447
Property, plant and equipment 179 2,232 2,411
Intangible asset - 2,522 2,522
Intangible asset - Customer relationship (iii) 15,924 6,134 22,058
Intangible asset - Software (iii) 2,807 14,583 17,390
Other assets 137 109 246
Total assets 30,250 39,662 69,912
Trade accounts payable 106 3,515 3,621
Loans and financing - 1,525 1,525
Labor and social security liabilities 566 2,019 2,585
Deferred tax liabilities 6,369 7,044 13,413
Other liabilities 843 177 1,020
Total liabilities 7,884 14,280 22,164
Net assets and liabilities 22,366 25,382 47,748
Consideration transferred (Note 24 (c)) 37,023 55,411 92,434
Goodwill (iv) 14,657 30,029 44,686
(i) On April 1, 2021, the Group acquired a 50.0% interest in SimplesVet Tecnologia S.A (“SimplesVet”),<br>which is an unlisted company based in Salvador, Brazil, that develops management software for veterinary clinics, petshops and autonomous<br>veterinarians. Through this acquisition, the Group expects to obtain synergies in servicing its clients. The Group determined they had<br>control based on the voting power over the main decisions of the company.
--- ---
(ii) On April 1, 2021, the Group obtained the control of VHSYS through a step acquisition, which started on<br>June 4, 2019, with the acquisition of 33.33% interest. On April 1, 2021, through a capital increase and buying some shares from selling<br>shareholders the Group acquired the VHSYS’s control with a 50% interest. VHSYS is an unlisted company based in Paraná,
--- ---
29

Brazil, that is an omni-channel, cloud-based, Application Programming Interface (“API”) driven, Point of Sale (“POS”) and Enterprise Resource Planning (“ERP”) platform built to serve an array of service and retail businesses. The self-service platform consists of over 40 applications, accessible a la carte, such as order and sales management, invoicing, dynamic inventory management, cash and payments management, CRM, along with marketplace, logistics, and e-commerce integrations, among others, with which the Company expects to obtain synergies in its services to clients.

(iii) The Company carried out an assessment of fair value of the assets acquired in the business combination,<br>having determined certain assets such as customer relationship and software. Details on the methods and assumptions adopted are described<br>on Note 24(b).
(iv) Goodwill comprises the value of expected synergies and other benefits from combining the assets and activities<br>of the business acquired with those of the Group and is entirely allocated to the single Cash Generating Unit (“CGU”) of the<br>Group. None of the goodwill recognized is expected to be deductible for income tax purposes.
--- ---
b) Intangible assets arised from the business combination
--- ---

The fair value of intangible assets identified in the business combination are detailed below, as well as whether the assessment is preliminary or final. The Company has up to 12 months after each of the acquisitions to conclude the assessment.

Customer relationship SimplesVet VHSYS
Amount 15,924 6,134
Method of evaluation MEEM (*) MEEM (*)
Estimated useful life (i) 7 years 4 years
Discount rate (ii) 15.6% 15.6%
Source of information acquirer’s management internal projections acquirer’s management internal projections
Assessment status preliminary preliminary
(i) Useful lives were estimated based on internal benchmarks.
--- ---
(ii) Discount rate used was equivalent to the weighted average cost of capital combined with the sector's risk.
--- ---

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

Software SimplesVet VHSYS
Amount 2,807 14,583
Method of evaluation replacement cost replacement cost
Estimated useful life (i) 5 years 5 years
Discount rate (ii) 15.6% 15.6%
Source of information historical data historical data
Assessment status preliminary preliminary
(i) Useful lives were estimated based on internal benchmarks.
--- ---
(ii) Discount rate used was equivalent to the weighted average cost of capital combined with the sector's risk.
--- ---
c) Consideration transferred
--- ---

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

SimplesVet VHSYS Total
Cash consideration paid to the selling shareholders 15,650 18,656 34,306
Cash consideration to be paid to the selling shareholders 5,750 - 5,750
Non-controlling interest in the acquiree (i) 11,183 12,691 23,874
Fair value of previously held equity interest in the acquiree (ii) - 24,064 24,064
Contingent consideration (iii) 4,440 - 4,440
Total 37,023 55,411 92,434
(i) The Group has elected to measure the non-controlling interests in the acquiree using the present ownership<br>instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets.
--- ---
30
(ii) As a result of the step acquisition of VHSYS, the Group recognized a gain of R$ 12,010 by the difference<br>between the previously held 33.33% interest in VHSYS, at fair value, in the amount of R$ 24,064, and its carrying amount, of R$ 12,054.
(iii) SimplesVet’s contingent consideration will be transferred to the selling shareholders after the<br>closing of the 2022 fiscal year and is determined based on predetermined formulas mainly based in the amount of revenue and profitability<br>that the acquired company will have at the end of 2022.
--- ---

In order to evaluate the contingent consideration, the Group has considered different probabilities of scenarios and discounted future contractual cash flows at the interest rates available in the market that are available to the Group for similar financial instruments.

d) Acquisition-related costs

As mentioned above, the fair value amount and purchase price allocation are still being evaluated, and for that reason the total acquisition-related costs are also being determined. The estimated amount is not material as of June 30, 2021.

e) Revenue and profit contribution

The individual total revenue and net income from the acquisition date through June 30, 2021 for all business combinations are presented below:

Company Total revenue and income Net income (Loss)
SimplesVet 3,472 440
VHSYS 5,109 (1,674)

Total revenue and net income for the Group is presented below on a pro-forma basis assuming the acquisitions occurred at the beginning of the year of each acquisition:

Six months ended June 30, 2021
Pro-forma total revenue and income 1,488,646
Pro-forma net income 684,149

This pro-forma financial information is presented for informational purposes only and does not purport to represent what the Company's results of operations would have been had it completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods.

25. Subsequent events

Linx acquisition

On November 17, 2020, Linx S.A (“Linx”) held an Extraordinary General Meeting that approved the business combination between STNE Participações S.A. ("STNE Par") that holds the software investments business of the Group and Linx, a leading provider of retail management software in Brazil. The transaction was unanimously approved by the Brazilian Antitrust Authority (CADE) on June 16, 2021, with no restrictions, and was completed on July 01, 2021.

Pursuant to the terms and subject to the conditions set forth in the Association Agreement and its amendments, each Linx share issued and outstanding immediately prior to the consummation of the transaction was automatically contributed to the Group in exchange for one newly issued redeemable STNE Par Class A Preferred Share and one newly issued redeemable STNE Par Class B Preferred Share. Immediately thereafter, each STNE Par Class A Preferred Share was redeemed for a cash payment of R$33.5229 updated pro rata die according to the CDI rate variation from February 11, 2021 until the date of the effective payment and each STNE Par Class B Preferred Share was redeemed for 0.0126730 BDR (Brazilian Depositary Receipt) Level1 (“StoneCo BDR”), admitted to trading on B3, and credited to the shareholders’ account on July 01, 2021, provided that each 1 (one) StoneCo BDR was correspond to 1 (one) StoneCo Class A Share (the “Base Exchange Ratio”). The Base Exchange Ratio was calculated on a fully diluted basis, assuming a number of fully diluted shares of Linx of 178,361,138 on the transaction consummation date and represented a total consideration of R$37.78 for each Linx share.

31

Nodis acquisition

On July 5, 2021, the Group acquired 100.0% interest in Nodis Tecnologia S.A. (“Nodis”), through the conversion of convertible loans in the amount of R$ 8,155, the delivery of R$ 827 in STNE shares and disbursements in the amount of R$ 1,118. Nodis is an unlisted company based in Rio de Janeiro, Brazil, that offers an all-channel retail technology to digitize customers from the physical world and help them sell through multiple channels. Through this acquisition, the Group expects to obtain synergies in servicing its clients.

As the acquisition date of the business combination occurred after the end of the reporting period but before the financial statements are authorized for issue, the initial accounting for the business combination is incomplete. Fair value of assets acquired and liabilities assumed are still being evaluated, not being possible to make the complete disclosure of a business combination. It is expected to have a more complete information in the next quarter.

Collact acquisition

On August 17, 2021, the Group obtained the control of Collact through a step acquisition, which started on February 6, 2019, with the acquisition of 25% interest. On August 17, 2021, after buying shares from selling shareholders the Group acquired the Collact’s control with a 100% interest. Collact is a private company based in the State of São Paulo, that develops customer relationship management (“CRM”) software for customer engagement, focused mainly on the food service segment, with which the Company expects to obtain synergies in its services to clients.

Trampolin acquisition

On August 20, 2021, the Group obtained the control of Trampolin Pagamentos S.A. ("Trampolin"), through a payment in cash and the delivery of STNE shares, of which 50% will be vested after 36 months and 50% after the achievement of some operational goals. There is also a contingent consideration that might be paid after 5 years from the acquisition date. Trampolin is a “banking as a service” fintech that has developed a software that allows other companies to offer banking functionality on their own systems and/or offer whitelabel digital wallet applications.

a) Financial position of business acquired

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

Fair value Linx(as of July 01, 2021) Nodis<br><br> <br>(as of July 01, 2021) Collact<br><br> <br>(as of August 01, 2021) Trampolin<br><br> <br>(as of August 01, 2021) Total
Cash and cash equivalents 42,752 147 38 294 43,231
Short-term investments 430,311 - - - 430,311
Trade accounts receivable 562,034 - 29 130 562,193
Property, plant and equipment 180,123 133 389 9 180,654
Intangible asset 366,913 - - - 366,913
Intangible asset - Customer relationship 1,223,560 - - - 1,223,560
Intangible asset - Software 173,113 - - - 173,113
Intangible asset - Trademarks and patents 215,757 - - - 215,757
Other assets 147,139 33 322 2 147,496
Total assets 3,341,702 313 778 435 3,343,228
Accounts payable to clients 332,902 - - - 332,902
Trade accounts payable 97,863 284 763 - 98,910
Loans and financing 345,044 - - - 345,044
Labor and social security liabilities 84,209 369 818 - 85,396
Deferred tax liabilities 552,492 - - - 552,492
Other liabilities 173,952 5 44 125 174,126
Total liabilities 1,586,462 658 1,625 125 1,588,870
Net assets and liabilities 1,755,240 (345) (847) 310 1,754,358
Consideration transferred (b) 6,736,150 10,100 5,340 25,840 6,777,430
Goodwill 4,980,910 10,445 6,187 25,530 5,023,072
32
b) Consideration transferred

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

Linx Nodis Collact (iii) Trampolin Total
Cash consideration paid to the selling shareholders 4,751,061 1,118 3,173 13,402 4,768,754
Cash consideration to be paid to the selling shareholders - - 167 - 167
Previously held equity interest in the acquiree, at fair value (i) 1,335,603 - - - 1,335,603
Shares of the Company issued to selling shareholders 618,514 827 - 9,897 629,238
Loans converted into shares - 8,155 - - 8,155
Contingent consideration (ii) 30,972 - 2,000 2,541 35,513
Total 6,736,150 10,100 5,340 25,840 6,777,430

(i) Refers to Linx’s shares previously acquired in stock market.

(ii) For Linx acquisition, refers to share-based payments that may be paid in the next months.

(iii) Regarding Collact’s acquisition, the Group is still evaluating the fair value of previously held equity interest in the company.

c) Acquisition-related costs

As mentioned above, the fair value amount and purchase price allocation are still being evaluated, and for that reason the total acquisition-related costs are also being determined. Until June 30, 2021, the calculated costs related to Linx acquisition were R$ 31,609 - of which R$ 28,369 were costs incurred in 2020 and R$ 3,240 in 2021 - recognized in the statement of profit or loss under administrative expenses. The Group estimates that R$ 96,000 will be incurred as Linx’s total acquisition-related costs.

Neomode acquisition

On July 02, 2021, Linx acquired an equity interest of 40% of the shares of Neostore Desenvolvimento de Programas de Computadores SA (“Neomode”), through the execution of an Investment Agreement between the shareholders of Neomode and Linx Sistemas e Consultoria Ltda. (“Linx Sistemas”), a wholly owned subsidiary of Linx. Founded in 2016, Neomode offers a sales channel and white label commerce app platform with agnostic integrator to Enterprise Resource Planning (ERP), Point of Sale (POS), e-commerces and gateways with cloud-based solutions. The main objective is the development and supply of solutions that integrate online channels and physical stores in the omnichannel concept using its application and integrator. The business model is based on recurring revenue (SaaS), consisting of monthly fees and transaction volume. It currently has more than 3,330 physical stores in the “click and collect, delivery and drive thru” system.

For the non-controlling shareholders, Linx will pay the total of R$ 7,000 after the analysis and approval of this transaction by the Brazilian Antitrust Authority (CADE). Linx clarifies that the investment in Neomode is subject to compliance with certain suspensive conditions provided for in the Investment Agreement, including the approval of the transaction by CADE. Until this approval takes place, Linx and Neomode will continue to operate independently.

33