UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number: 001-38353
PagSeguro Digital Ltd.
(Name of Registrant)
Conyers Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, P.O. Box 2681,
Grand Cayman, KY1-1111, Cayman Islands
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
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):
Yes ☐ No ☒
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
Contents
Unaudited condensed consolidated interim financial statements
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim balance sheet
As of June 30, 2024 and December 31, 2023
(All amounts in thousands of reais)
| | | | | | | | | | | | | | | | | |
| Note | | June 30, 2024 | | December 31, 2023 |
| | | | | |
Assets | | | | | |
| | | | | |
Current assets | | | | | |
Cash and cash equivalents | 5 | | 1,374,218 | | | 2,899,060 | |
Financial investments | 6 | | 4,843,874 | | | 3,308,583 | |
Accounts receivable | 7 | | 52,051,026 | | | 41,757,204 | |
Receivables from related parties | 9 | | 5,740 | | | 4,307 | |
Derivative financial instruments | 27 | | 20,934 | | | — | |
Inventories | | | 30,210 | | | 33,537 | |
Tax receivable | 8 | | 466,104 | | | 563,305 | |
Other receivables | | | 191,096 | | | 162,832 | |
Total current assets | | | 58,983,202 | | | 48,728,828 | |
| | | | | |
Non-current assets | | | | | |
| | | | | |
Accounts receivable | 7 | | 1,699,502 | | | 1,143,779 | |
Receivables from related parties | 9 | | 26,253 | | | 27,974 | |
Judicial deposits | | | 61,333 | | | 50,992 | |
Tax receivable | 8 | | 200,637 | | | — | |
Deferred income tax and social contribution | 20 | | 104,443 | | | 98,856 | |
Other receivables | | | 77,303 | | | 35,584 | |
Property and equipment | 11 | | 2,593,968 | | | 2,451,011 | |
Intangible assets | 12 | | 2,731,501 | | | 2,571,069 | |
Total non-current assets | | | 7,494,940 | | | 6,379,265 | |
| | | | | |
Total assets | | | 66,478,142 | | | 55,108,093 | |
| | | | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. |
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PagSeguro Digital Ltd.
Unaudited condensed consolidated interim balance sheet
As of June 30, 2024 and December 31, 2023
(All amounts in thousands of reais)
| | | | | | | | | | | | | | | | | |
| Note | | June 30, 2024 | | December 31, 2023 |
| | | | | |
Liabilities and equity | | | | | |
Current Liabilities | | | | | |
Payables to third parties | 13 | | 10,948,730 | | | 9,965,603 | |
Checking accounts | 14 | | 11,508,734 | | | 11,382,924 | |
Banking issuances | 15 | | 13,305,190 | | | 11,365,373 | |
Borrowings | 19 | | 2,457,755 | | | 189,427 | |
Derivative financial instruments | 27 | | 7,891 | | | 40,945 | |
Trade payables | | | 638,928 | | | 513,920 | |
Payables to related parties | 9 | | 118,805 | | | 135,478 | |
Salaries and social security charges | 16 | | 311,925 | | | 345,248 | |
Taxes and contributions | 17 | | 343,647 | | | 240,671 | |
Provision for contingencies | 18 | | 44,067 | | | 91,490 | |
Deferred revenue | | | 134,642 | | | 128,461 | |
Other liabilities | | | 36,106 | | | 32,379 | |
Total current liabilities | | | 39,856,420 | | | 34,431,919 | |
| | | | | |
Non-current liabilities | | | | | |
Payables to third parties | 13 | | 53,156 | | | 185,861 | |
Banking issuances | 15 | | 9,428,802 | | | 4,823,067 | |
Payables to related parties | 9 | | 652,734 | | | 341,326 | |
Deferred income tax and social contribution | 20 | | 1,848,619 | | | 1,832,087 | |
Provision for contingencies | 18 | | 70,977 | | | 5,729 | |
Deferred revenue | | | 20,823 | | | 17,724 | |
Other liabilities | | | 228,720 | | | 229,695 | |
Total non-current liabilities | | | 12,303,831 | | | 7,435,489 | |
| | | | | |
Total liabilities | | | 52,160,251 | | | 41,867,408 | |
| | | | | |
Equity | | | | | |
Share capital | 21 | | 26 | | | 26 | |
Treasury shares | 21 | | (583,220) | | | (760,317) | |
Capital reserve | 21 | | 6,046,551 | | | 6,132,745 | |
Retained earnings | 21 | | 8,877,267 | | | 7,891,076 | |
Equity valuation adjustments | 21 | | (22,372) | | | (22,372) | |
Other comprehensive income | 21 | | (361) | | | (473) | |
Total equity | | | 14,317,891 | | | 13,240,685 | |
| | | | | |
Total liabilities and equity | | | 66,478,142 | | | 55,108,093 | |
| | | | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. |
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PagSeguro Digital Ltd.
Unaudited condensed consolidated interim statements of income
For the three and six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three-month period | | Six-month period |
| Note | | June 30, 2024 | | June 30, 2023 | | June 30, 2024 | | June 30, 2023 |
| | | | | | | | | |
Revenue from transaction activities and other services | 23 | | 2,311,965 | | | 2,166,009 | | | 4,681,315 | | | 4,317,025 | |
Financial income | 23 | | 2,113,085 | | | 1,594,974 | | | 3,945,081 | | | 3,129,176 | |
Other financial income | 23 | | 131,657 | | | 64,929 | | | 236,736 | | | 129,443 | |
| | | | | | | | | |
Total revenue and income | | | 4,556,707 | | | 3,825,912 | | | 8,863,132 | | | 7,575,644 | |
| | | | | | | | | |
Cost of sales and services | 24 | | (2,332,155) | | | (1,926,072) | | | (4,502,857) | | | (3,855,370) | |
Selling expenses | 24 | | (467,319) | | | (321,442) | | | (904,746) | | | (639,350) | |
Administrative expenses | 24 | | (216,236) | | | (203,391) | | | (446,852) | | | (374,745) | |
Financial costs | 24 | | (863,421) | | | (795,627) | | | (1,690,554) | | | (1,608,598) | |
Other income (expenses), net | 24 | | (99,851) | | | (94,117) | | | (168,030) | | | (176,280) | |
| | | | | | | | | |
Profit before income taxes | | | 577,726 | | | 485,263 | | | 1,150,094 | | | 921,301 | |
| | | | | | | | | |
Current income tax and social contribution | 20 | | (131,304) | | | (42,239) | | | (154,629) | | | (60,295) | |
Deferred income tax and social contribution | 20 | | 57,223 | | | (57,929) | | | (9,273) | | | (106,067) | |
| | | | | | | | | |
Income tax and social contribution | | | (74,081) | | | (100,168) | | | (163,902) | | | (166,362) | |
| | | | | | | | | |
Net income for the period | | | 503,645 | | | 385,095 | | | 986,192 | | | 754,939 | |
| | | | | | | | | |
Basic earnings per common share - R$ | 22 | | 1.5785 | | | 1.1903 | | | 3.1012 | | | 2.3292 | |
Diluted earnings per common share - R$ | 22 | | 1.5629 | | | 1.1832 | | | 3.0653 | | | 2.3122 | |
| | | | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. |
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PagSeguro Digital Ltd.
Unaudited condensed consolidated interim statements of comprehensive income
For the three and six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three-month period | | Six-month period |
| June 30, 2024 | | June 30, 2023 | | June 30, 2024 | | June 30, 2023 |
| | | | | | | |
Net income for the period | 503,645 | | | 385,095 | | | 986,192 | | | 754,939 | |
Other comprehensive income that may be reclassified to the statement of income in subsequent periods: | | | | | | | |
Currency translation adjustment | 650 | | | (50) | | | 644 | | | (73) | |
Gain on investments designated at fair value through OCI | 691 | | | 242 | | | 701 | | | 351 | |
Loss on derivative financial instruments through OCI | (527) | | | (2,098) | | | (1,507) | | | (1,695) | |
Income tax and social contribution | (56) | | | 631 | | | 274 | | | 457 | |
Other comprehensive income for the period | 504,403 | | | 383,820 | | | 986,304 | | | 753,979 | |
| | | | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. |
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investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim statement of changes in equity
For the three and six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Capital reserve | | Profit reserve | | | | | | |
| | Note | | Share capital | | Treasury shares | | Capital reserve | | Share-based long-term incentive plan (LTIP) | | Retained earnings | | Equity valuation adjustments | | Other comprehensive income | | Total equity |
| | | | | | | | | | | | | | | | | | |
On December 31, 2022 | | | | 26 | | | (475,353) | | | 5,828,754 | | | 273,818 | | | 6,237,392 | | | (22,372) | | | (138) | | | 11,842,127 | |
Net income for the period | | | | — | | | — | | | — | | | — | | | 754,939 | | | — | | | — | | | 754,939 | |
Currency translation adjustment | | | | — | | | — | | | — | | | — | | | — | | | — | | | (73) | | | (73) | |
Gain on financial assets through OCI | | | | — | | | — | | | — | | | — | | | — | | | — | | | 231 | | | 231 | |
Loss on derivative financial instruments through OCI | | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,119) | | | (1,119) | |
Share based long term incentive plan (LTIP) | | | | — | | | — | | | — | | | 73,116 | | | — | | | — | | | — | | | 73,116 | |
Acquisition of treasury shares | | | | — | | | (143,669) | | | — | | | — | | | — | | | — | | | — | | | (143,669) | |
(LTIP) of treasury shares | | | | — | | | 113,385 | | | — | | | (113,385) | | | — | | | — | | | — | | | — | |
On June 30, 2023 | | | | 26 | | | (505,638) | | | 5,828,754 | | | 233,550 | | | 6,992,331 | | | (22,372) | | | (1,100) | | | 12,525,551 | |
| | | | | | | | | | | | | | | | | | |
Net income for the period | | | | — | | | — | | | — | | | — | | | 898,744 | | | — | | | — | | | 898,744 | |
Currency translation adjustment | | | | — | | | — | | | — | | | — | | | — | | | — | | | 129 | | | 129 | |
Loss on financial assets through OCI | | | | — | | | — | | | — | | | — | | | — | | | — | | | (788) | | | (788) | |
Gain on derivative financial instruments through OCI | | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,285 | | | 1,285 | |
Share based long term incentive plan (LTIP) | | | | — | | | — | | | — | | | 71,501 | | | — | | | — | | | — | | | 71,501 | |
Acquisition of treasury shares | | | | — | | | (255,739) | | | — | | | — | | | — | | | — | | | — | | | (255,739) | |
(LTIP) of treasury shares | | | | — | | | 1,059 | | | — | | | (1,059) | | | — | | | — | | | — | | | — | |
On December 31, 2023 | | | | 26 | | | (760,319) | | | 5,828,754 | | | 303,991 | | | 7,891,075 | | | (22,372) | | | (473) | | | 13,240,685 | |
| | | | | | | | | | | | | | | | | | |
Net income for the period | | 21 | | — | | | — | | | — | | | — | | | 986,192 | | | — | | | — | | | 986,192 | |
Currency translation adjustment | | 21 | | — | | | — | | | — | | | — | | | — | | | — | | | 644 | | | 644 | |
Gain on financial assets through OCI | | 21 | | — | | | — | | | — | | | — | | | — | | | — | | | 463 | | | 463 | |
Loss on derivative financial instruments through OCI | | 21 | | — | | | — | | | — | | | — | | | — | | | — | | | (995) | | | (995) | |
Share based long term incentive plan (LTIP) | | 21 | | — | | | — | | | — | | | 90,905 | | | — | | | — | | | — | | | 90,905 | |
(LTIP) of treasury shares | | 21 | | — | | | 177,099 | | | — | | | (177,099) | | | — | | | — | | | — | | | — | |
On June 30, 2024 | | | | 26 | | | (583,220) | | | 5,828,754 | | | 217,797 | | | 8,877,267 | | | (22,372) | | | (361) | | | 14,317,891 | |
| | | | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. |
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investors.pagseguro.com | | |
PagSeguro Digital Ltd,
Unaudited condensed consolidated interim statement of cash flows
For the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais)
| | | | | | | | | | | | | | | | | |
| | | Six-month period |
| Note | | June 30, 2024 | | June 30, 2023 |
| | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Profit before income taxes | | | 1,150,094 | | | 921,301 | |
Expenses (revenues) not affecting cash: | | | | | |
Depreciation and amortization | 24 | | 762,686 | | | 642,998 | |
Total losses | 24 | | 215,758 | | | 248,203 | |
Accrual of provision for contingencies | | | 31,893 | | | 13,378 | |
Share based long term incentive plan (LTIP) | | | 90,905 | | | 73,116 | |
Loss on disposal of property, equipment, intangible and investment assets | | | 97,216 | | | 130,927 | |
Derivative financial instruments, net | | | (15,423) | | | (10,915) | |
Interest accrued | | | 675,257 | | | 208,663 | |
Other (income) cost, net | | | 1,959 | | | 1,214 | |
| | | | | |
Changes in operating assets and liabilities | | | | | |
Accounts receivable | | | (13,115,645) | | | 441,202 | |
Financial investments (mandatory guarantee) | | | (943,679) | | | 213,861 | |
Inventories | | | 3,590 | | | (19,509) | |
Taxes recoverable | | | (47,864) | | | 46,586 | |
Other receivables | | | (70,193) | | | 14,633 | |
Deferred revenue | | | 9,280 | | | (758) | |
Other liabilities | | | (908) | | | 7,333 | |
Payables to third parties | | | 855,634 | | | (687,401) | |
Checking accounts | | | (235,584) | | | (626,412) | |
Trade payables | | | 125,227 | | | 14,581 | |
Receivables from (payables to) related parties | | | 276,762 | | | (406,648) | |
Banking issuances | | | 7,442,065 | | | (1,314,997) | |
Salaries and social charges | | | (33,323) | | | (16,324) | |
Taxes and contributions | | | (18,597) | | | (24,213) | |
Provision for contingencies | | | (20,344) | | | (9,548) | |
| | | (2,763,236) | | | (138,729) | |
Income tax and social contribution paid | | | (38,744) | | | (59,086) | |
Interest income received (paid) | | | 675,373 | | | 1,060,125 | |
NET CASH USED IN (PROVIDED BY) OPERATING ACTIVITIES | | | (2,126,607) | | | 862,310 | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
Purchases of property and equipment | 11 | | (639,767) | | | (425,773) | |
Purchases and development of intangible assets | 12 | | (555,305) | | | (512,736) | |
Redemption (Acquisition) of financial investments | | | (379,311) | | | (176,254) | |
NET CASH USED IN INVESTING ACTIVITIES | | | (1,574,383) | | | (1,114,763) | |
| | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
Borrowings | 19 | | 2,398,160 | | | 300,000 | |
Payment of borrowings | 19 | | (190,432) | | | — | |
Payment of borrowings Interest | 19 | | (6,290) | | | — | |
Acquisition of treasury shares | 21 | | — | | | (143,669) | |
Payment of leases | 11 | | (9,263) | | | (8,894) | |
Derivative Financial Instruments, net | | | (16,028) | | | — | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 2,176,148 | | | 147,437 | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | (1,524,842) | | | (105,017) | |
Cash and cash equivalents at the beginning of the period | 5 | | 2,899,060 | | | 1,829,097 | |
Cash and cash equivalents at the end of the period | 5 | | 1,374,218 | | | 1,724,081 | |
| | | | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. |
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investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
PagSeguro Digital Ltd., (“PagSeguro Digital” or the “Company”), is a holding company with its principal executive office located in Cayman Islands, subsidiary of Universo Online S.A. (“UOL”), referred to, together with its subsidiaries, as the “PagSeguro Group”, and was incorporated on July 19, 2017. A total of 99,99% of the shares of PagSeguro Internet Instituição de Pagamento S.A. (“PagSeguro Brazil”) were contributed to PagSeguro Digital on January 4, 2018 and PagSeguro Digital maintains control of PagSeguro Brazil.
PagSeguro Brazil is a privately held corporation established on December 20, 2006, and engages in providing financial technology solutions and services and corresponding related activities, focused principally on micro-merchants and small and medium-sized businesses (“SMBs”).
In January 2023, PagSeguro Biva Serviços Financeiros Ltda., incorporated PagSeguro Biva Correspondente Bancário Ltda and, in July 2023, PagSeguro Instituição de Pagamento S.A. incorporated Registra Seguro S.A.
In July 2023, PagSeguro Brazil acquired 90% of the shares of NetPos Serviços de Informática S.A. (“NetPos”), which together with the 10% of shares previously acquired, resulted in PagsSeguro Brazil owning 100% of the share capital of the Netpos.
In June 2024, PagSeguro Digital acquired 5% of Fundo de Investimento em Direitos Creditórios – PagSeguro (“FIDC”) shares from its subsidiary PagSeguro Brazil, which together with the 15% of FIDC shares previously acquired resulted in PagSeguro Digital owning 20% of the share capital of the fund.
In June 28, 2024, PagSeguro Group constituted an investment fund as a subsidiary of PagSeguro Brazil called Fundo de Investimento em Direitos Creditórios – Pagbank Multiadquirencia (“FIDM”). The objective of this fund is to anticipate third-party assignments in accordance with market operations.
The subsidiaries of PagSeguro Digital are PagSeguro Brazil, PagSeg Participações Ltda. (“PagSeg”), BS Holding Financeira Ltda. (“BS Holding”) and PagSeguro Holding Ltd. (“PSHC”). The PagSeguro Group subsidiaries are as follows:
•PagSeguro Brazil subsidiaries are PagSeguro Biva Securitizadora de Créditos Financeiras S.A. (“Biva Sec”), FIDC, Wirecard Brazil Instituição de Pagamento S.A. (“MOIP), Concil Inteligência em Conciliação S.A. (“Concil”), NetPos and FIDM.
•PagSeg subsidiaries are Net+Phone Telecomunicações Ltda. (“Net+Phone”), PagSeguro Tecnologia (“PagSeguro Tecnologia”), BCPS Online Services Lda. (“BCPS”), CDS Serviços Financeiros Ltda, (“CDS”), PagSeguro Biva Serviços Financeiros Ltda. (“Biva Serviços”) and PagBank Participações Ltda. (“Pag Participações”).
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investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
1.General information (continued)
•Pag Participações subsidiaries are Tilix Digital Ltda. (“TILIX”), Yamí Software & Inovação Ltda. (“YAMÍ”) and Zygo Serviços de Tecnologia S.A. (“ZYGO”),
•PSHC subsidiaries are PagSeguro Chile SPA (“PagSeguro Chile), PagSeguro Colombia S.A.S (“PagSeguro Colombia), PSGP México S.A de C.V. (“PSGP Mexico”) and PagSeguro Peru S.A.C. (“PagSeguro Peru”).
•BS Holding subsidiaries are BancoSeguro S.A. (“BancoSeguro”) and PagInvest CTVM Ltda. (“PagInvest”).
These unaudited condensed consolidated interim financial statements include PagSeguro Brazil, PagSeg, PSHC, BS Holding and corresponding subsidiaries.
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2.Presentation and preparation of the unaudited condensed consolidated interim financial statements and material accounting policies |
2.1. Basis of preparation of the condensed consolidated interim financial information
These unaudited condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS®"), as issued by the International Accounting Standards Board ("IASB®") and disclose all (and only) the applicable significant information related to the financial statements, which is consistent with the information utilized by management in the performance of its duties. The consolidated interim financial statements are presented in thousands of Brazilian reais, unless otherwise indicated, which is the functional currency of PagSeguro Group.
These unaudited condensed consolidated interim financial statements as of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023 (“Interim Financial Statements”) were authorized for issuance by the PagSeguro Digital’s Board of Directors on August 13, 2024.
These Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” as issued by the IASB and disclose all (and only) the applicable significant information related to the financial statements. An entity shall include in its interim financial report an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the entity since the end of the last annual reporting period. Information disclosed in relation to those events and transactions shall update the relevant information presented in the most recent annual financial report.
These Interim Financial Statements do not include all the notes of the type normally included in an annual consolidated financial statement. Accordingly, this report is to be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2023 (the “Annual Financial Statements”).
The accounting policies and critical accounting estimates and judgments adopted are consistent with those of the previous financial year and corresponding interim reporting period.
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investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
2.2. New accounting standards adopted in 2024
The accounting policies adopted in the preparation of the consolidated interim financial statements for the period ended June 30, 2024 are consistent with those adopted for the year ended December 31, 2023, except for the changes required by the pronouncements, interpretations and standards which became effective on January 1, 2024, as described below.
–Amendment to IAS 1 "Presentation of Financial Statements": issued in May 2020 and 2022, with the objective of clarifying that liabilities are classified as current or non-current, depending on the rights that exist at the end of the period. The classification is not affected by the entity’s expectations or events after the reporting date (eg, receipt of a waiver or breach of covenant). The amendments also clarify what "settlement" of a liability refers to under IAS 1. The amendments to IAS 1 are effective as of January 1, 2024. The Pagseguro Group did not identify material changes in the financial results.
–Amendments to IFRS 16 – The amendments to IFRS 16 specify that, in measuring the lease liability subsequent to the sale and leaseback, the seller-lessee determines ‘lease payments’ and ‘revised lease payments in a way that does not result in the seller-lessee recognizing any amount of the gain or loss that relates to the right of use that it retains. This could particularly impact sale and leaseback transactions where the lease payments include variable payments that do not depend on an index or a rate. The amendments to IFRS 16 are effective as of January 1, 2024. The Pagseguro Group did not identify material changes in the financial results.
–Amendments to IAS 7 and IFRS 7 – The objective of the amendments to IFRS 7 is to provide information about SFAs that enables investors to assess the effects on an entity’s liabilities, cash flows and the exposure to liquidity risk. The amendments to IAS 7 are effective as of January 1, 2024. The Pagseguro Group did not identify material changes in the financial results.
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
3.Consolidation of subsidiaries |
| | | | | | | | | | | | | | | | | | | | |
As of June 30, 2024 |
Company | Assets | Liabilities | Equity | Net income (loss) for the period | Ownership - % | Level |
| | | | | | |
Pagseguro Brazil | 52,605,225 | | 42,864,423 | | 9,740,802 | | 560,371 | | 99.99 | Direct |
BS Holding | 894,659 | | 88 | | 894,571 | | 60,096 | | 100.00 | Direct |
PagSeg Participações | 2,256,457 | | 871 | | 2,255,586 | | 141,718 | | 99.99 | Direct |
PagSeguro Holding | 13,751 | | 1,929 | | 11,822 | | (3,114) | | 99.99 | Direct |
Pag Participações | 443,901 | | 22,380 | | 421,521 | | 12,893 | | 99.99 | Indirect |
PagInvest Corretora | 16,389 | | 21 | | 16,369 | | 393 | | 99.99 | Indirect |
Net+Phone | 613,798 | | 133,639 | | 480,159 | | 65,112 | | 99.99 | Indirect |
PagSeguro Tecnologia | 1,459,259 | | 477,816 | | 981,443 | | 49,703 | | 99.99 | Indirect |
BCPS | 4,268 | | 161 | | 4,106 | | 1,415 | | 99.99 | Indirect |
BSEC | 1,285,443 | | 1,225,464 | | 59,979 | | 15,504 | | 99.99 | Indirect |
Biva Serviços | 157,226 | | 6,159 | | 151,066 | | 5,461 | | 99.99 | Indirect |
FIDC | 5,096,118 | | 721,024 | | 4,375,094 | | 1,649,502 | | 100.00 | Indirect |
FIDM | 60,024 | | — | | 60,024 | | 24 | | 100.00 | Indirect |
TILIX | 52,751 | | 1,200 | | 51,551 | | 2,263 | | 99.99 | Indirect |
BancoSeguro | 38,604,576 | | 37,748,701 | | 855,875 | | 59,491 | | 100.00 | Indirect |
Yamí | 139,050 | | 1,071 | | 137,978 | | 3,821 | | 99.99 | Indirect |
CDS | 220,139 | | 2,882 | | 217,257 | | 7,144 | | 99.99 | Indirect |
ZYGO | 221,456 | | 561 | | 220,895 | | 7,121 | | 99.99 | Indirect |
MOIP | 703,413 | | 39,317 | | 664,096 | | 41,931 | | 100.00 | Indirect |
Concil | 332,799 | | 3,414 | | 329,385 | | 15,743 | | 100.00 | Indirect |
NetPos | 3,120 | | 1,368 | | 1,753 | | (376) | | 100.00 | Indirect |
PagSeguro Chile | 7,584 | | 9,038 | | (1,454) | | (1,136) | | 100.00 | Indirect |
PagSeguro Colombia | 4,986 | | 4,667 | | 319 | | (200) | | 100.00 | Indirect |
PSGP México | 2,532 | | 4,123 | | (1,592) | | (1,548) | | 100.00 | Indirect |
PagSeguro Peru | 5,430 | | 3,872 | | 1,558 | | (229) | | 100.00 | Indirect |
| | | | | | | | |
13 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
3. Consolidation of subsidiaries (continued)
| | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023 (except for net income, that is presented to six-month period ended June 30, 2023) |
Company | Assets | Liabilities | Equity | Net income (loss) for the period | Ownership - % | Level |
| | | | | | |
PagSeguro Brazil | 43,589,543 | | 34,397,103 | | 9,192,440 | | 527,268 | | 99.99 | | Direct |
BS Holding | 834,565 | | 225 | | 834,340 | | 34,573 | | 100.00 | | Direct |
PagSeg Participações | 2,114,250 | | 871 | | 2,113,379 | | 31,965 | | 99.99 | | Direct |
PagSeguro Holding | 4,369 | | 2,351 | | 2,018 | | (1,845) | | 99.99 | | Direct |
Pag Participações | 430,782 | | 272,154 | | 158,628 | | 606 | | 99.99 | | Indirect |
PagInvest Corretora | 16,252 | | 276 | | 15,976 | | 382 | | 99.99 | | Indirect |
Net+Phone | 536,583 | | 121,535 | | 415,048 | | 29,935 | | 99.99 | | Indirect |
PagSeguro Tecnologia | 1,123,363 | | 891,623 | | 231,740 | | (196) | | 99.99 | | Indirect |
BCPS | 2,247 | | 44 | | 2,203 | | 58 | | 99.99 | | Indirect |
BSEC | 1,514,756 | | 146,978 | | 44,778 | | 13,651 | | 99.99 | | Indirect |
Biva Serviços | 146,606 | | 101,001 | | 45,605 | | 1,562 | | 99.99 | | Indirect |
FIDC | 5,324,969 | | 728,280 | | 4,596,689 | | 1,183,357 | | 100.00 | | Indirect |
TILIX | 51,473 | | 2,185 | | 49,288 | | 1,918 | | 99.99 | | Indirect |
BancoSeguro | 30,858,054 | | 30,061,363 | | 796,691 | | 33,903 | | 100.00 | | Indirect |
Yamí | 135,126 | | 100,968 | | 34,158 | | (236) | | 99.99 | | Indirect |
CDS | 210,517 | | 200,403 | | 10,114 | | 6 | | 99.99 | | Indirect |
Zygo | 215,856 | | 152,082 | | 63,774 | | (845) | | 99.99 | | Indirect |
Moip | 666,847 | | 544,695 | | 122,152 | | (14,652) | | 100.00 | | Indirect |
Concil | 317,283 | | 303,640 | | 13,643 | | (168) | | 100.00 | | Indirect |
PagSeguro Chile | 7,807 | | 8,092 | | (285) | | (570) | | 100.00 | | Indirect |
PagSeguro Colombia | 5,585 | | 5,122 | | 463 | | (346) | | 100.00 | | Indirect |
PSGP México | 1,590 | | 2,387 | | (797) | | (505) | | 100.00 | | Indirect |
PagSeguro Peru | 2,967 | | 1,330 | | 1,637 | | (635) | | 100.00 | | Indirect |
The operational context of the subsidiaries is to be read in conjunction with the annual financial statements for the year ended December 31, 2023.
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
Operating segments are determined based on the information reported and reviewed by the chief operating decision maker (“CODM”). The Board of Directors has been identified as the CODM and is responsible for allocating resources and assessing the performance of the business and to make PagSeguro Group’s strategic decisions.
Considering that all decisions are based on consolidated reports, and that all decisions related to strategic and financial planning, purchases, investments, and the allocation of funds are made on a consolidated basis, the PagSeguro Group and its subsidiaries operate in a single segment, as financial service agents.
Main companies of PagSeguro Group are domiciled in Brazil and have revenue arising from local customers and customers located abroad. The main revenue is related to sales from the domestic market. The revenue from international market represents 1% and 1% for the three and six-month periods ended June 30, 2024 (0.4% and 0.4% for the three and six-month periods ended June 30, 2023, respectively).
| | |
5. Cash and Cash Equivalents |
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
Short-term bank deposits | 450,911 | | | 2,039,952 | |
Short-term investment | 923,307 | | | 859,108 | |
| 1,374,218 | | | 2,899,060 | |
Cash and Cash Equivalents are held for the purpose of meeting short-term cash needs and include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three-months or less and with immaterial risk of change in value.
Short-term bank deposits are mainly represented by amounts to cover instant payments (PIX), cash on ATMs and client payments. The decrease is mainly due to reserved amount for PIX coverage during the holidays in the end of 2023.
Short-term investments are mainly represented by deposits with banks with highly liquid investments with original maturities of three-months or less, with an average return of 100% of the CDI (10.40% per year as of June 30, 2024, and 11.65% per year as of December 31, 2023).
Consists mainly of investments in LFTs and compulsory reserves deposited in Brazilian Central Bank in the amount of R$4,843,874 as of June 30, 2024 (R$3,308,583 as of December 31, 2023) with an average return of 100% of the CDI (10.40% per year as of June 30, 2024 and 11.65% per year as of December 31, 2023), invested to comply with certain requirements for authorized payments institutions and to support the operations for financial institutions as set forth by the Brazilian Central Bank regulation. The LFTs were classified as fair value through other comprehensive income and compulsory reserve as amortized cost. Unrealized accumulated loss on LFTs as of June 30, 2024 totaled R$236 (gain of R$463, net of taxes, in the six-month period ended in June 30, 2024).
| | | | | | | | |
15 | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
The composition of the accounts receivables are as follows:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
Card Issuers and Acquirers (i) | 51,090,790 | | | 40,938,386 | |
Other accounts receivable (iii) | 127,002 | | | 19,241 | |
Total card issuers, acquirers and others | 51,217,792 | | | 40,957,627 | |
| | | |
Payroll Loans, net (ii) | 1,935,461 | | | 1,317,306 | |
Credit Card Receivables, net (ii) | 561,926 | | | 578,092 | |
Other Loans, net (ii) | 35,349 | | | 47,957 | |
Total credit receivables | 2,532,736 | | | 1,943,355 | |
| | | |
Total accounts receivable | 53,750,528 | | | 42,900,983 | |
Current | 52,051,026 | | | 41,757,204 | |
Non - Current | 1,699,502 | | | 1,143,779 | |
(i) Card issuers: receivables derived from transactions where PagSeguro Brazil acts as the financial intermediary in operations with the issuing banks, related to the intermediation agreements between PagSeguro Brazil and Visa, Mastercard, Hipercard, Amex or Elo. However, PagSeguro Brazil’s contractual accounts receivable is with the financial institutions, which are the legal obligors on the accounts receivable payment. Additionally, amounts due within 27 days of the original transaction, including those that fall due with the first installment of installment receivables, are guaranteed by Visa, Mastercard, Hipercard, Amex or Elo, as applicable, if the legal obligors do not make the payment. Acquirers refers to card processing transactions to be received from the acquirers, which are a third parties acting as financial intermediaries between the issuing bank and PagSeguro Brazil.
(ii) Payroll Loans, Credit Cards receivables and Other Loans are presented net of the ECL (“expected credit losses”) and are measured according to the IFRS 9, using: Exposure at Default (EAD) related to the exposed credit risk at default; Probability of Default (PD) related to the probability of the counterparty not meeting its contractual payment obligations; and Loss Given Default (LGD) related to the percentage of the exposure that is not expected to be recovered in the event of default. In addition to the methodology for calculating the allowance for impairment (EAD x PD x LGD). The Company takes into consideration the forward-looking information and assumptions as the historical loss experienced at individual transactions level, credit quality and guarantees, economic factors and estimated future cash flows, which could impact the calculation model for provisioning expected credit losses.
(iii) Refers to other dispersed receivables from legal obligors.
The maturity analysis of accounts receivables are as follows:
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
| | | | |
Past due | | 358,560 | | | 664,855 | |
Due within 30 days | | 20,877,295 | | | 16,823,103 | |
Due within 31 to 120 days | | 19,381,576 | | | 14,658,671 | |
Due within 121 to 180 days | | 5,762,786 | | | 5,022,732 | |
Due within 181 to 365 days | | 6,031,859 | | | 5,173,286 | |
Due after 365 days | | 1,699,502 | | | 1,143,779 | |
Expected credit losses | | (361,052) | | | (585,443) | |
| | 53,750,528 | | | 42,900,983 | |
| | | | | | | | |
16 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
7. Accounts receivable (continued)
The maturity analysis of credit receivables as of June 30, 2024, and December 31, 2023 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2024 |
| Payroll Loans | | Credit Card Receivables | | Other Loans | | Total |
| | | | | | | |
Past due | 10,333 | | | 176,745 | | | 171,482 | | | 358,560 | |
Due within 30 days | 58,563 | | | 241,350 | | | 1,925 | | | 301,838 | |
Due within 31 to 120 days | 185,342 | | | 146,162 | | | 3,649 | | | 335,153 | |
Due within 121 to 180 days | 113,213 | | | 87,749 | | | 2,941 | | | 203,903 | |
Due within 181 to 360 days | 291,760 | | | 45,435 | | | 7,921 | | | 345,115 | |
Due after 360 days | 1,331,653 | | | 3,455 | | | 14,111 | | | 1,349,220 | |
| 1,990,864 | | | 700,896 | | | 202,029 | | | 2,893,789 | |
Expected credit losses | (55,403) | | | (138,970) | | | (166,679) | | | (361,052) | |
Receivables net of ECL | 1,935,461 | | | 561,926 | | | 35,349 | | | 2,532,736 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 |
| | Payroll Loans | | Credit Card Receivables | | Other Loans | | Total |
| | | | | | | | |
Past due | | 21,921 | | | 247,542 | | | 395,392 | | | 664,855 | |
Due within 30 days | | 39,939 | | | 233,190 | | | 3,611 | | | 276,739 | |
Due within 31 to 120 days | | 125,458 | | | 143,967 | | | 6,518 | | | 275,944 | |
Due within 121 to 180 days | | 74,979 | | | 86,614 | | | 1,063 | | | 162,655 | |
Due within 181 to 360 days | | 207,902 | | | 46,120 | | | 1,482 | | | 255,505 | |
Due after 360 days | | 885,366 | | | 6,061 | | | 1,672 | | | 893,100 | |
| | 1,355,565 | | | 763,496 | | | 409,737 | | | 2,528,798 | |
Expected credit losses | | (38,259) | | | (185,404) | | | (361,780) | | | (585,443) | |
Receivables net of ECL | | 1,317,306 | | | 578,092 | | | 47,957 | | | 1,943,355 | |
For the credit receivables, the weighting of objective factors plus the analysis of the coverage percentage of accessory guarantees leads to the customer rating that allows the grouping of customers with similar credit risks and classification into one of the following stages as suggested by IFRS9:
| | | | | | | | | | | | | | | | | | | | |
| | June 30, 2024 |
| | Credit Amount | | Exposure off balance credit limits not used | | Expected Credit Losses |
| | | | | | |
Payroll Loans | | | | | | |
Stage 1 | | 1,953,258 | | | — | | | (19,688) | |
Stage 2 | | 3,744 | | | — | | | (3,364) | |
Stage 3 | | 33,862 | | | — | | | (32,351) | |
Credit Card Receivables | | | | | | |
Stage 1 | | 371,788 | | | 1,076,072 | | | (4,345) | |
Stage 2 | | 186,160 | | | 722,798 | | | (12,151) | |
Stage 3 | | 142,948 | | | 2,738 | | | (122,474) | |
Other Loans | | | | | | |
Stage 1 | | 30,002 | | | — | | | (3,162) | |
Stage 2 | | 184 | | | — | | | (137) | |
Stage 3 | | 171,843 | | | — | | | (163,380) | |
Total | | 2,893,789 | | | 1,801,608 | | | (361,052) | |
| | | | | | | | |
17 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
7. Accounts receivable (continued)
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 |
| | Credit Amount | | Exposure off balance credit limits not used | | Expected Credit Losses |
| | | | | | |
Payroll Loans | | | | | | |
Stage 1 | | 1,317,858 | | | — | | | (6,564) | |
Stage 2 | | 5,147 | | | — | | | (887) | |
Stage 3 | | 32,560 | | | — | | | (30,808) | |
Credit Card Receivables | | | | | | |
Stage 1 | | 360,231 | | | 852,138 | | | (3,685) | |
Stage 2 | | 185,325 | | | 323,776 | | | (10,203) | |
Stage 3 | | 217,937 | | | 3,618 | | | (171,516) | |
Other Loans | | | | | | |
Stage 1 | | 12,710 | | | — | | | (4,609) | |
Stage 2 | | 2,194 | | | — | | | (1,415) | |
Stage 3 | | 394,834 | | | — | | | (355,756) | |
Total | | 2,528,797 | | | 1,179,532 | | | (585,443) | |
| | | | | | | | |
18 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
7. Accounts receivable (continued)
The reconciliation of credit portfolio operations segregated by stages:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stage 1 | | December 31, 2023 | | Transfer to Stage 2 | | Transfer to Stage 3 | | Cure from Stage 2 | | Cure From Stage 3 | | Write-off | | Additions/Reversals | | June 30, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | 1,317,860 | | | (7,121) | | | (3,026) | | | 281 | | | 540 | | | — | | | 644,726 | | | 1,953,258 | |
Credit Card Receivables | | 360,231 | | | (81,548) | | | (1,564) | | | 46,953 | | | 234 | | | — | | | 47,482 | | | 371,788 | |
Other Loans | | 12,710 | | | (79) | | | (3,417) | | | 30 | | | — | | | — | | | 20,758 | | | 30,002 | |
| | 1,690,801 | | | (88,748) | | | (8,007) | | | 47,264 | | | 774 | | | | | 712,966 | | | 2,355,048 | |
| | | | | | | | | | | | | | | | |
Stage 2 | | December 31, 2023 | | Transfer from Stage 1 | | Transfer to Stage 3 | | Cure to Stage 1 | | Cure from Stage 3 | | Write-off | | Additions/Reversals | | June 30, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | 5,147 | | | 7,121 | | | (8,269) | | | (281) | | | 86 | | | — | | | (62) | | | 3,744 | |
Credit Card Receivables | | 185,325 | | | 81,548 | | | (41,151) | | | (46,953) | | | 200 | | | — | | | 7,191 | | | 186,160 | |
Other Loans | | 2,194 | | | 79 | | | (1,619) | | | (30) | | | 4 | | | — | | | (445) | | | 184 | |
| | 192,666 | | 88,748 | | (51,039) | | (47,264) | | 290 | | | | 6,684 | | 190,088 |
| | | | | | | | | | | | | | | | |
Stage 3 | | December 31, 2023 | | Transfer from Stage 1 | | Transfer from Stage 2 | | Cure to Stage 1 | | Cure to Stage 2 | | Write-off | | Additions/Reversals | | June 30, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | 32,560 | | | 3,026 | | | 8,269 | | | (540) | | | (86) | | | (8,408) | | | (959) | | | 33,862 | |
Credit Card Receivables | | 217,937 | | | 1,564 | | | 41,151 | | | (234) | | | (200) | | | (76,133) | | | (41,137) | | | 142,948 | |
Other Loans | | 394,834 | | | 3,417 | | | 1,619 | | | — | | | (4) | | | (207,713) | | | (20,309) | | | 171,843 | |
| | 645,331 | | 8,007 | | 51,039 | | (774) | | (290) | | (292,254) | | (62,405) | | 348,653 |
The reconciliation of expected credit losses of credit portfolio receivables segregated by stages:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stage 1 | | December 31, 2023 | | Transfer to Stage 2 | | Transfer to Stage 3 | | Cure from Stage 2 | | Cure From Stage3 | | Write-off | | Additions/Reversals | | June 30, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | (6,564) | | | 194 | | | 336 | | | (17) | | | (31) | | | — | | | (13,606) | | | (19,688) | |
Credit Card Receivables | | (3,685) | | | 915 | | | 42 | | | (630) | | | (5) | | | — | | | (984) | | | (4,345) | |
Other Loans | | (4,609) | | | 7 | | | 2,859 | | | (4) | | | — | | | — | | | (1,414) | | | (3,162) | |
| | (14,858) | | | 1,116 | | | 3,237 | | | (651) | | | (36) | | | — | | | (16,002) | | | (27,195) | |
| | | | | | | | | | | | | | | | |
Stage 2 | | December 31, 2023 | | Transfer from Stage 1 | | Transfer to Stage 3 | | Cure to Stage 1 | | Cure from Stage 3 | | Write-off | | Additions/Reversals | | June 30, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | (887) | | | (194) | | | 1,291 | | | 17 | | | (5) | | | | | (3,586) | | | (3,364) | |
Credit Card Receivables | | (10,203) | | | (915) | | | 10,191 | | | 630 | | | (67) | | | | | (11,786) | | | (12,151) | |
Other Loans | | (1,415) | | | (7) | | | 1,044 | | | 4 | | | (3) | | | | | 238 | | | (137) | |
| | (12,505) | | (1,116) | | 12,526 | | 651 | | (75) | | — | | (15,134) | | (15,652) |
| | | | | | | | | | | | | | | | |
Stage 3 | | December 31, 2023 | | Transfer from Stage 1 | | Transfer from Stage 2 | | Cure to Stage 1 | | Cure to Stage 2 | | Write-off | | Additions/Reversals | | June 30, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | (30,808) | | | (336) | | | (1,291) | | | 31 | | | 5 | | | 8,408 | | | (8,361) | | | (32,351) | |
Credit Card Receivables | | (171,516) | | | (42) | | | (10,191) | | | 5 | | | 67 | | | 76,133 | | | (16,930) | | | (122,474) | |
Other Loans | | (355,756) | | | (2,859) | | | (1,044) | | | — | | | 3 | | | 207,713 | | | (11,436) | | | (163,380) | |
| | (558,080) | | (3,237) | | (12,526) | | 36 | | 75 | | 292,254 | | (36,727) | | (318,205) |
| | | | | | | | |
19 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
7. Accounts receivable (continued)
The movement in the allowance for expected credit losses of credit receivables is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Expected Credit Losses | | Payroll Loans | | Credit Card Receivables | | Other Loans | | Total |
| | | | | | | | |
December 31, 2023 | | (38,259) | | (185,404) | | (361,780) | | (585,443) |
Additions | | (43,004) | | (81,248) | | (33,147) | | (157,399) |
Reversals | | 17,452 | | 51,549 | | 20,535 | | 89,536 |
Write-Off (i) | | 8,408 | | 76,133 | | 207,713 | | 292,254 |
June 30, 2024 | | (55,403) | | (138,970) | | (166,679) | | (361,052) |
(i) Based on the PagSeguro credit risk classification model, which assesses the risk of insolvency and default of counterparties related to credit receivables, for the six-month period ended June 30, 2024, the PagSeguro Group carried out a partial write-off of credit receivables, for cases in which the Company does not expect to receive these amounts. The credit card receivables were written-off in the amount of R$76,133, other loans were written-off in the amount R$207,713 and payroll loans were written-off in the amount R$8,408 against the related provision for ECL recognized in previous periods.
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
| | | | |
Income tax and social contribution (i) | | 602,584 | | 449,080 |
Social integration program (ii) | | 46,841 | | 94,932 |
Other | | 17,316 | | 19,293 |
| | 666,741 | | 563,305 |
| | | | |
Current | | 466,104 | | | 563,305 | |
Non-current | | 200,637 | | | — | |
(i) Refers mainly to withholding taxes from income tax and social contribution.
(ii) Refers to Social Integration Program (PIS) and Social Contribution on Revenues (COFINS) recoverable on transaction activities and other services.
| | | | | | | | |
20 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
9.Related-party balances and transactions |
i)Balances and transactions with related parties
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| Receivables | | Payables | | Receivables | | Payables |
| | | | | | | |
Banking issuances (a) |
| | | | | | |
OFL Participações S.A. | — | | | 272,610 | | | — | | | — | |
UOL | — | | | 226,679 | | | — | | | 208,718 | |
UOL Cursos Tec. Ed. Ltda. | — | | | 127,228 | | | — | | | 127,471 | |
Ingresso.com Ltda | — | | | 45,476 | | | — | | | 30,856 | |
Invillia Desenvolvimento de produtos Digitais Ltda | — | | | 17,883 | | | — | | | 41,554 | |
Invillia Holding Ltda | — | | | 3,557 | | | — | | | 3,132 | |
Web Jump Design em Informática Ltda | — | | | 3,056 | | | — | | | 8,684 | |
| — | | | 696,489 | | | — | | | 420,415 | |
Other transactions and services | | | | | | | |
UOL - sales of services (b) | — | | | 22,877 | | | — | | | 15,784 | |
Compasso UOL Tecnologia - sales of services (b) | — | | | 5,628 | | | — | | | 646 | |
Compasso UOL Informática Ltda.- sales of services (b) | — | | | 14,649 | | | — | | | 13,089 | |
Invillia Desenvolvimento de produtos Digitais Ltda - sales of services (b) | — | | | 11,905 | | | — | | | 11,121 | |
EDGE.UOL Tecnologia Ltda. - sales of services (b) | — | | | 25 | | | — | | | 171 | |
UOL - shared service costs (c) | — | | | 10,434 | | | — | | | 8,659 | |
Digital Services UOL S.A. - borrowing (d) | 31,993 | | | — | | | 32,281 | | | — | |
Others | — | | | 9,531 | | | — | | | 6,920 | |
| 31,993 | | | 75,050 | | | 32,281 | | | 56,390 | |
| | | | | | | |
Current | 5,740 | | | 118,805 | | | 4,307 | | | 135,478 | |
Non - current | 26,253 | | | 652,734 | | | 27,974 | | | 341,326 | |
(a) Certificate of Deposits (CD) acquired by related parties from BancoSeguro with interest rate between 104% to 106% (104% to 106% in December 31, 2023) per year of CDI. The maturity analysis is as follows:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
Due within 181 to 365 days | 43,755 | | 79,089 |
Due to 365 days or more days | 652,734 | | 341,326 |
| 696,489 | | 420,415 |
(b) Sales of services refer mainly to the purchase of advertising services from UOL, colocation, development of software and cloud services acquired from other entities within the Uol Group.
(c) Shared services costs mainly related to payroll costs that are incurred by the parent company UOL and are charged to PagSeguro Group.
(d) This receivable refers to borrowing made from Biva Sec with interest rate of 100% of CDI plus 2.5% per year.
| | | | | | | | |
21 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
9. Related-party balances and transactions (continued)
ii)Revenue and expense from transactions with related parties
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three-month ended June 30, | | Six-month ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Revenue | | Expense | | Revenue | | Expense | | Revenue | | Expense | | Revenue | | Expense |
| | | | | | | | | | | | | | | |
Banking issuances (a) | | | | | | | | | | | | | | | |
UOL | — | | | 4,094 | | | — | | | 5,895 | | | — | | | 8,434 | | | — | | | 15,219 | |
UOL Edtech Tecnologia | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 323 | |
Web Jump Design em Informática Ltda. | — | | | 326 | | | — | | | 273 | | | — | | | 519 | | | — | | | 810 | |
Ingresso.com Ltda. | — | | | 798 | | | — | | | 511 | | | — | | | 1,591 | | | — | | | 1,015 | |
UOL Cursos Tec. Ed. Ltda. | — | | | 2,823 | | | — | | | 2,499 | | | — | | | 5,570 | | | — | | | 5,143 | |
Invillia Desenvolvimento de produtos Digitais Ltda. | — | | | 1,002 | | | — | | | 3,513 | | | — | | | 2,045 | | | — | | | 3,513 | |
OFL Participações S.A. | — | | | 110 | | | — | | | — | | | — | | | 110 | | | — | | | — | |
| — | | | 9,153 | | | — | | | 12,691 | | | — | | | 18,269 | | | — | | | 26,023 | |
Other transactions and services | | | | | | | | | | | | | | | |
UOL - sales of services (b) | 819 | | | 19,496 | | | 774 | | | 16,711 | | | 1,603 | | | 41,453 | | | 1,567 | | | 35,515 | |
Digital Services UOL S.A - sales of services (b) | — | | | — | | | — | | | 111 | | | — | | | — | | | 166 | | | 690 | |
Compasso Tecnologia Ltda. - sales of services (b) | — | | | 1,394 | | | — | | | 2,432 | | | — | | | 2,504 | | | — | | | 3,965 | |
Compasso UOL S.A.- sales of services (b) | — | | | 42,274 | | | — | | | 36,329 | | | — | | | 80,398 | | | — | | | 79,228 | |
Invillia Desenvolvimento de produtos Digitais Ltda - sales of services (b) | — | | | 1 | | | — | | | 439 | | | — | | | 460 | | | — | | | 3,388 | |
EDGE.UOL Tecnologia Ltda. - sales of services (b) | — | | | 73 | | | — | | | — | | | — | | | 629 | | | — | | | — | |
UOL-shared service costs (c) | — | | | 25,732 | | | — | | | 23,298 | | | — | | | 55,691 | | | — | | | 51,053 | |
Digital Services UOL S.A. - borrowing (d) | 1,042 | | | — | | | 166 | | | — | | | 2,068 | | | — | | | — | | | — | |
Others | 250 | | | 2,450 | | | 256 | | | 2,543 | | | 494 | | | 4,345 | | | 460 | | | 3,862 | |
| 2,111 | | | 91,420 | | | 1,196 | | | 81,863 | | | 4,165 | | | 185,482 | | | 2,189 | | | 177,701 | |
(a) Expenses are related to Certificate of Deposits (CD) from BancoSeguro.
(b) Sales of services are related to advertising services from UOL, revenue is related to intermediation fee and expenses related to colocation and cloud services, acquired from other entities within the Uol Group.
(c) Shared services costs mainly related to payroll costs sharing that are incurred by the parent company UOL and are charged to PagSeguro Group. Such costs are included in administrative expenses.
(d) Revenue refers to borrowing made from Biva Sec with interest rate of 100% of CDI plus 2.5% per year.
iii)Key management compensation
Key management compensation includes short and long-term benefits of PagSeguro Brazil's executive officers. The short and long-term compensation related to the executive officers for the three and six-month periods ended June 30, 2024 amounted to R$10,145 and R$24,161 (R$10,672 and R$19,403 for the three and six-month periods ended June 30, 2023).
On July 18, 2023, PagSeguro Brazil acquired 90% of the share capital, in addition to the 10% previously acquired and obtained 100% of the share capital of NetPos. Total consideration paid in cash amounted to R$32 million and was made in only one installment with the total net assets acquired at fair value amounting to R$16,069. NetPos main activity is the focused-on software solutions to improve the management of business in the information technology industry.
| | | | | | | | |
22 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
10. Business Combination (continued)
The preliminary purchase price allocation (“PPA”) considered the recognition of a customer portfolio with a fair value of R$1,367, non-compete agreement of R$1,154 and software of R$22,208 and recognition of deferred income tax on allocations above, resulting in the recognition of goodwill of R$15,931. This goodwill is attributable to the workforce and the high profitability of the acquired business and will not be deductible for tax purposes.
The PPA was elaborated considering projections for the period of three years based on management’s budgets for NetPos and applying an inflation rate plus the estimated growth of GDP of services (fluctuating from 3.5% to 5% per year) to project future cash flows, with a discount based on the weighted average cost of capital (fluctuating from 16% to 16.5% per year).
This acquisition is in accordance with PagSeguro Group’s business strategies, ramping up investments on new technologies, products, and services for the Group’s digital ecosystem. The fair value of assets and liabilities acquired in 2023 was as follows:
| | | | | |
| December 31, 2023 |
| |
Fair value recognized on acquisition | |
Cash and cash equivalents | 4,567 | |
Accounts receivable | 1,409 | |
Taxes recoverable | 26 | |
Other assets | 472 | |
Liabilities | (2,415) | |
Other payables (Dividends) | (4,311) | |
Deferred income tax and social contribution | (8,408) | |
Intangible assets: | |
Softwares | 22,208 | |
Customer portfolio | 1,367 | |
Non-compete agreement | 1,154 | |
Net identified assets acquired | 16,069 | |
Goodwill | 15,931 | |
Net assets acquired | 32,000 | |
Cash consideration | 32,000 | |
Dividends paid | 3,880 | |
Cash and cash equivalents acquired | (4,567) | |
Amount paid on acquisition, net of cash acquired | 31,313 | |
| | | | | | | | |
23 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
11.Property and equipment |
a)Property and equipment are composed as follows:
| | | | | | | | | | | | | | | | | |
| June 30, 2024 |
| Cost | | Accumulated depreciation | | Net |
| | | | | |
Data processing equipment | 244,992 | | | (99,446) | | | 145,546 | |
Machinery and equipment (i) | 4,070,025 | | | (1,737,260) | | | 2,332,765 | |
Buildings Leasing (ii) | 156,127 | | | (69,989) | | | 86,138 | |
Other | 52,666 | | | (23,147) | | | 29,518 | |
Total | 4,523,810 | | | (1,929,842) | | | 2,593,968 | |
| | | | | |
| December 31, 2023 |
| Cost | | Accumulated depreciation | | Net |
| | | | | |
Data processing equipment | 244,452 | | | (90,976) | | | 153,476 | |
Machinery and equipment (i) | 3,658,969 | | | (1,482,900) | | | 2,176,069 | |
Buildings Leasing (ii) | 154,343 | | | (60,812) | | | 93,531 | |
Other | 47,540 | | | (19,605) | | | 27,935 | |
Total | 4,105,304 | | | (1,654,293) | | | 2,451,011 | |
| | | | | | | | |
24 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of June 30, 2024 and for the six-month periods ended June 30, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
11. Property and equipment (continued)
b)The changes in cost and accumulated depreciation were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Data processing equipment | | Machinery and equipment (i) | | Buildings Leasing (ii) | | Other | | Total |
| | | | | | | | | |
On December 31, 2022 | | | | | | | | | |
Cost | 214,279 | | | 3,382,067 | | | 102,145 | | | 33,692 | | | 3,732,183 | |
Accumulated depreciation | (68,274) | | | (1,115,120) | | | (43,901) | | | (11,389) | | | (1,238,684) | |
Net book value | 146,005 | | | 2,266,947 | | | 58,244 | | | 22,303 | | | 2,493,499 | |
| | | | | | | | | |
On December 31, 2023 | | | | | | | | | |
Opening balance | | | | | | | | | |
Cost | 30,173 | | | 276,902 | | | 52,198 | | | 13,848 | | | 373,121 | |
Purchases | 30,242 | | | 902,688 | | | 55,975 | | | 18,628 | | | 1,007,533 | |
Disposals/Provisions (iii) | (862) | | | (625,786) | | | (3,777) | | | (4,822) | | | (635,247) | |
Acquisition of subsidiary | 793 | | | — | | | — | | | 42 | | | 835 | |
Depreciation | (22,702) | | | (367,780) | | | (16,911) | | | (8,216) | | | (415,609) | |
Depreciation | (23,200) | | | (692,762) | | | (18,525) | | | (9,335) | | | (743,822) | |
Disposals | 844 | | | 324,982 | | | 1,614 | | | 1,136 | | | 328,576 | |
Acquisition of subsidiary | (346) | | | — | | | — | | | (17) | | | (363) | |
Net book value | 153,476 | | | 2,176,069 | | | 93,531 | |