Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
August 08 2024 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16
or
15d-16 of the Securities Exchange Act of 1934
For the month of August 2024
Commission File Number: 001-39928
_____________________
Sendas Distribuidora S.A.
(Exact Name as Specified in its Charter)
Sendas Distributor S.A.
(Translation of registrant’s name into
English)
Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959,
Anexo A
Jacarepaguá
22775-005 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ý
Form 40-F: o
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) |
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ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. |
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Contents |
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Corporate Information / Capital Composition |
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Interim financial information |
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2 |
Individual Statements |
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Balance Sheet - Assets |
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3 |
Balance Sheet - Liabilities |
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4 |
Statements of Operations |
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5 |
Statements of Comprehensive Income |
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6 |
Statements of Cash Flows |
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7 |
Statements of Changes in Shareholders’ Equity |
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8 |
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Notes to the Interim Financial Information |
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9 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) |
ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. |
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Corporate information / Capital composition |
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Number of Shares |
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Current quarter |
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(Thousands) |
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6/30/2024 |
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Share Capital |
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Common |
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1,351,833 |
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Preferred |
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- |
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Total |
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1,351,833 |
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Treasury Shares |
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Common |
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- |
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Preferred |
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- |
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Total |
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- |
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(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) |
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Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. |
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Individual Financial Statements / Balance Sheet - Assets |
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R$ (in thousands) |
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Current Quarter |
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Prior year |
Account code |
Account description |
6/30/2024 |
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12/31/2023 |
1 |
Total Assets |
44,074,000 |
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43,177,000 |
1.01 |
Current Assets |
15,641,000 |
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14,616,000 |
1.01.01 |
Cash and cash equivalents |
5,104,000 |
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5,459,000 |
1.01.03 |
Acoounts Receivables |
1,929,000 |
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1,199,000 |
1.01.03.01 |
Trade Receivables |
1,929,000 |
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1,199,000 |
1.01.04 |
Inventories |
7,242,000 |
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6,664,000 |
1.01.06 |
Recoverable Taxes |
1,085,000 |
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1,100,000 |
1.01.08 |
Other Current Assets |
281,000 |
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194,000 |
1.01.08.03 |
Others |
281,000 |
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194,000 |
1.01.08.03.01 |
Derivative Financial Instruments |
52,000 |
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48,000 |
1.01.08.03.03 |
Other Accounts Receivable |
229,000 |
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146,000 |
1.02 |
Non-current Assets |
28,433,000 |
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28,561,000 |
1.02.01 |
Long-Term Assets |
1,147,000 |
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1,155,000 |
1.02.01.07 |
Deferred Taxes |
216,000 |
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171,000 |
1.02.01.09 |
Receivable From Related Parties |
19,000 |
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23,000 |
1.02.01.09.04 |
Receivable from Others Related Parties |
19,000 |
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23,000 |
1.02.01.10 |
Other Non-current Assets |
912,000 |
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961,000 |
1.02.01.10.04 |
Recoverable Taxes |
539,000 |
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573,000 |
1.02.01.10.05 |
Restricted Deposits for Legal Proceedings |
37,000 |
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44,000 |
1.02.01.10.06 |
Derivative Financial Instruments |
220,000 |
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226,000 |
1.02.01.10.07 |
Other Accounts Receivable |
116,000 |
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118,000 |
1.02.02 |
Investments |
802,000 |
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864,000 |
1.02.02.01 |
Investments in Associates |
802,000 |
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864,000 |
1.02.02.01.03 |
Joint Venture Participation |
802,000 |
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864,000 |
1.02.03 |
Property, Plant and Equipment |
21,309,000 |
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21,370,000 |
1.02.03.01 |
Property, Plant and Equipment in Use |
13,183,000 |
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13,148,000 |
1.02.03.02 |
Right of Use on Leases |
8,126,000 |
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8,222,000 |
1.02.04 |
Intangible Assets |
5,175,000 |
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5,172,000 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) |
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Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. |
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Individual Financial Statements / Balance Sheet - Liabilities |
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R$ (in thousands) |
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Current Quarter |
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Prior year |
Account code |
Account description |
6/30/2024 |
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12/31/2023 |
2 |
Total Liabilities |
44,074,000 |
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43,177,000 |
2.01 |
Current Liabilities |
18,727,000 |
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16,425,000 |
2.01.01 |
Payroll and Related Taxes |
640,000 |
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624,000 |
2.01.01.01 |
Social Taxes |
81,000 |
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84,000 |
2.01.01.02 |
Payroll Taxes |
559,000 |
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540,000 |
2.01.02 |
Trade Payables |
10,374,000 |
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12,110,000 |
2.01.02.01 |
National Trade Payables |
10,374,000 |
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12,110,000 |
2.01.02.01.01 |
Trade Payables |
9,715,000 |
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9,759,000 |
2.01.02.01.02 |
Trade Payables - Agreements |
659,000 |
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1,459,000 |
2.01.02.01.03 |
Trade payables - Agreements - Acquisition of hypermarkets |
- |
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892,000 |
2.01.03 |
Taxes and Contributions Payable |
336,000 |
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298,000 |
2.01.04 |
Borrowings and Financing |
6,414,000 |
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2,115,000 |
2.01.04.01 |
Borrowings and Financing |
949,000 |
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36,000 |
2.01.04.02 |
Debentures |
5,465,000 |
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2,079,000 |
2.01.05 |
Other Liabilities |
963,000 |
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1,278,000 |
2.01.05.02 |
Others |
963,000 |
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1,278,000 |
2.01.05.02.09 |
Deferred Revenue |
288,000 |
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418,000 |
2.01.05.02.17 |
Lease Liability |
374,000 |
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532,000 |
2.01.05.02.19 |
Other Accounts Payable |
301,000 |
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328,000 |
2.02 |
Non-current Liabilities |
20,520,000 |
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22,122,000 |
2.02.01 |
Borrowings and Financing |
11,318,000 |
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13,069,000 |
2.02.01.01 |
Borrowings and Financing |
926,000 |
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1,947,000 |
2.02.01.02 |
Debentures |
10,392,000 |
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11,122,000 |
2.02.02 |
Other Liabilities |
8,928,000 |
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8,753,000 |
2.02.02.02 |
Others |
8,928,000 |
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8,753,000 |
2.02.02.02.05 |
Trade payables |
25,000 |
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38,000 |
2.02.02.02.09 |
Lease Liability |
8,840,000 |
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8,652,000 |
2.02.02.02.11 |
Other Accounts Payable |
63,000 |
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63,000 |
2.02.04 |
Provision |
242,000 |
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263,000 |
2.02.06 |
Deferred Earnings and Revenue |
32,000 |
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37,000 |
2.02.06.02 |
Deferred Revenue |
32,000 |
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37,000 |
2.03 |
Shareholders’ Equity |
4,827,000 |
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4,630,000 |
2.03.01 |
Share Capital |
1,272,000 |
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1,272,000 |
2.03.02 |
Capital Reserves |
72,000 |
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56,000 |
2.03.04 |
Earnings Reserves |
3,492,000 |
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3,309,000 |
2.03.08 |
Other Comprehensive Income |
(9,000) |
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(7,000) |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) |
Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. |
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Individual Financial Statements / Statements of Operations |
R$ (in thousands) |
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Current quarter |
Year to date current year |
Same quarter of previous year |
Year to date prior year |
Account code |
Account description |
4/1/2024 to 6/30/2024 |
1/1/2024 to 6/30/2024 |
4/1/2023 to 6/30/2023 |
1/1/2023 to 6/30/2023 |
3.01 |
Net Operating Revenue |
17,871,000 |
35,093,000 |
15,984,000 |
31,080,000 |
3.02 |
Cost of Sales |
(14,923,000) |
(29,343,000) |
(13,420,000) |
(26,088,000) |
3.03 |
Gross Profit |
2,948,000 |
5,750,000 |
2,564,000 |
4,992,000 |
3.04 |
Operating Expense/Income |
(2,071,000) |
(4,059,000) |
(1,827,000) |
(3,636,000) |
3.04.01 |
Selling Expenses |
(1,504,000) |
(2,920,000) |
(1,303,000) |
(2,609,000) |
3.04.02 |
General and Administrative Expenses |
(194,000) |
(399,000) |
(177,000) |
(383,000) |
3.04.05 |
Other Operating Expenses |
(389,000) |
(772,000) |
(359,000) |
(668,000) |
3.04.05.01 |
Depreciation/ Amortization |
(385,000) |
(764,000) |
(341,000) |
(654,000) |
3.04.05.03 |
Other Expenses Operating |
(4,000) |
(8,000) |
(18,000) |
(14,000) |
3.04.06 |
Share of Profit of Associates |
16,000 |
32,000 |
12,000 |
24,000 |
3.05 |
Profit from Operations Before Net Financial Expenses and Taxes |
877,000 |
1,691,000 |
737,000 |
1,356,000 |
3.06 |
Net Financial Result |
(719,000) |
(1,479,000) |
(628,000) |
(1,258,000) |
3.06.01 |
Financial Revenues |
54,000 |
97,000 |
59,000 |
129,000 |
3.06.02 |
Financial Expenses |
(773,000) |
(1,576,000) |
(687,000) |
(1,387,000) |
3.07 |
Income Before Income Tax and Social Contribution |
158,000 |
212,000 |
109,000 |
98,000 |
3.08 |
Income Tax and Social Contribution |
(35,000) |
(29,000) |
47,000 |
130,000 |
3.08.01 |
Current |
(55,000) |
(82,000) |
2,000 |
2,000 |
3.08.02 |
Deferred |
20,000 |
53,000 |
45,000 |
128,000 |
3.09 |
Net Income from Continued Operations |
123,000 |
183,000 |
156,000 |
228,000 |
3.11 |
Net Income for the Period |
123,000 |
183,000 |
156,000 |
228,000 |
3.99 |
Earnings per Share - (Reais/Share) |
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3.99.01 |
Basic Earnings Per Share |
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3.99.01.01 |
Common |
0.09032 |
0.13507 |
0.11535 |
0.16867 |
3.99.02 |
Diluted Earnings Per Share |
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3.99.02.01 |
Common |
0.09005 |
0.13472 |
0.11489 |
0.16815 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) |
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Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. |
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Individual Financial Statements / Statements of Comprehensive Income |
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R$ (in thousands) |
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Current quarter |
Year to date current year |
Same quarter of previous year |
Year to date prior year |
Account code |
Account description |
4/1/2024 to 6/30/2024 |
1/1/2024 to 6/30/2024 |
4/1/2023 to 6/30/2023 |
1/1/2023 to 6/30/2023 |
4.01 |
Net Income for the period |
123,000 |
183,000 |
156,000 |
228,000 |
4.02 |
Other Comprehensive Income |
(5,000) |
(2,000) |
(5,000) |
(4,000) |
4.02.04 |
Fair value of receivables |
(8,000) |
(3,000) |
(8,000) |
(6,000) |
4.02.06 |
Income Tax Effect |
3,000 |
1,000 |
3,000 |
2,000 |
4.03 |
Total Comprehensive Income for the period |
118,000 |
181,000 |
151,000 |
224,000 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) |
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Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. |
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Individual Financial Statements / Statements of Cash Flows - Indirect method |
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R$ (in thousands) |
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Year to date current year |
Year to date prior year |
Account code |
Account description |
1/1/2024 to 6/30/2024 |
1/1/2023 to 6/30/2023 |
6.01 |
Net Cash Operating Activities |
549,000 |
2,634,000 |
6.01.01 |
Cash Provided by the Operations |
2,793,000 |
2,510,000 |
6.01.01.01 |
Net profit for the period |
183,000 |
228,000 |
6.01.01.02 |
Deferred Income Tax and Social Contribution |
(44,000) |
(128,000) |
6.01.01.03 |
Loss of Disposal of Property, Plant and Equipment and Leasing |
9,000 |
7,000 |
6.01.01.04 |
Depreciation and Amortization |
806,000 |
694,000 |
6.01.01.05 |
Financial Charges |
1,536,000 |
1,389,000 |
6.01.01.07 |
Share of Profit of Associates |
(32,000) |
(24,000) |
6.01.01.08 |
Provision for Legal Proceedings |
34,000 |
90,000 |
6.01.01.10 |
Provision for Stock Option |
16,000 |
9,000 |
6.01.01.11 |
(Reverse) Allowance for Doubtful Accounts |
(3,000) |
3,000 |
6.01.01.13 |
Provision for Allowance for Inventory Losses and Damages |
288,000 |
242,000 |
6.01.02 |
Variations in Assets and Liabilities |
(2,244,000) |
124,000 |
6.01.02.01 |
Trade Receivables |
(730,000) |
(139,000) |
6.01.02.02 |
Inventories |
(866,000) |
(149,000) |
6.01.02.03 |
Recoverable Taxes |
49,000 |
271,000 |
6.01.02.04 |
Other Assets |
(98,000) |
(108,000) |
6.01.02.05 |
Related Parties |
4,000 |
(1,000) |
6.01.02.06 |
Restricted Deposits for Legal Proceedings |
7,000 |
8,000 |
6.01.02.07 |
Trade Payables |
(536,000) |
526,000 |
6.01.02.08 |
Payroll and Related Taxes |
16,000 |
(42,000) |
6.01.02.09 |
Taxes and Social Contributions Payable |
38,000 |
(26,000) |
6.01.02.10 |
Payment for Legal Proceedings |
(60,000) |
(34,000) |
6.01.02.11 |
Deferred Revenue |
(135,000) |
(118,000) |
6.01.02.12 |
Other Liabilities |
(27,000) |
(84,000) |
6.01.02.15 |
Dividends Received |
94,000 |
20,000 |
6.02 |
Net Cash of Investing Activities |
(853,000) |
(1,366,000) |
6.02.02 |
Purchase of Property, Plant and Equipment |
(852,000) |
(1,362,000) |
6.02.03 |
Purchase of Intangible Assets |
(19,000) |
(29,000) |
6.02.04 |
Receipt of Property, Plant and Equipment |
2,000 |
16,000 |
6.02.09 |
Receipt of Sale of Assets Held for Sale |
16,000 |
9,000 |
6.03 |
Net Cash of Financing Activities |
(51,000) |
(2,514,000) |
6.03.01 |
Capital Contribution |
- |
2,000 |
6.03.02 |
Proceeds from Borrowings |
2,300,000 |
300,000 |
6.03.03 |
Payment of Borrowings |
(199,000) |
(104,000) |
6.03.04 |
Payment of Interest on Borrowings |
(567,000) |
(502,000) |
6.03.05 |
Dividends and interest on own equity, paid |
- |
(118,000) |
6.03.09 |
Payment of Lease Liabilities |
(148,000) |
(169,000) |
6.03.10 |
Payment of Interest on Lease Liabilities |
(529,000) |
(476,000) |
6.03.11 |
Borrowing costs from borrowings |
(12,000) |
(51,000) |
6.03.12 |
Payment Points of Sales Acquisition |
(896,000) |
(1,396,000) |
6.05 |
Increase (Decrease) in Cash and Equivalents |
(355,000) |
(1,246,000) |
6.05.01 |
Cash and Cash Equivalents at the beginning of the Period |
5,459,000 |
5,842,000 |
6.05.02 |
Cash and Cash Equivalents at the end of the Period |
5,104,000 |
4,596,000 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) |
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Interim Financial Information - 6/30/2024 - SENDAS DISTRIBUIDORA S.A. |
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Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2024 to 6/30/2024 R$ (in thousands) |
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Account code |
Account description |
Capital stock |
Capital reserves, granted options and treasury shares |
Profit reserves |
Retained earnings
/Accumulated losses |
Other comprehensive income |
Shareholders' equity |
5.01 |
Opening Balance |
1,272,000 |
56,000 |
3,309,000 |
- |
(7,000) |
4,630,000 |
5.03 |
Adjusted Opening Balance |
1,272,000 |
56,000 |
3,309,000 |
- |
(7,000) |
4,630,000 |
5.04 |
Capital Transactions with Shareholders |
- |
16,000 |
- |
- |
- |
16,000 |
5.04.03 |
Stock Options Granted |
- |
16,000 |
- |
- |
- |
16,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
183,000 |
(2,000) |
181,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
183,000 |
- |
183,000 |
5.05.02 |
Other Comprehensive Income |
- |
- |
- |
- |
(2,000) |
(2,000) |
5.05.02.07 |
Fair Value of Receivables |
- |
- |
- |
- |
(3,000) |
(3,000) |
5.05.02.09 |
Income Tax Effect |
- |
- |
- |
- |
1,000 |
1,000 |
5.06 |
Internal Changes of Shareholders' Equity |
- |
- |
183,000 |
(183,000) |
- |
- |
5.06.05 |
Tax Incentive Reserve |
- |
- |
183,000 |
(183,000) |
- |
- |
5.07 |
Closing Balance |
1,272,000 |
72,000 |
3,492,000 |
- |
(9,000) |
4,827,000 |
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Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2023 to 6/30/2023 R$ (in thousands) |
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Account code |
Account description |
Capital stock |
Capital reserves, granted options and treasury shares |
Profit reserves |
Retained earnings
/Accumulated losses |
Other comprehensive income |
Shareholders' equity |
5.01 |
Opening Balance |
1,263,000 |
36,000 |
2,599,000 |
- |
(2,000) |
3,896,000 |
5.03 |
Adjusted Opening Balance |
1,263,000 |
36,000 |
2,599,000 |
- |
(2,000) |
3,896,000 |
5.04 |
Capital Transactions with Shareholders |
2,000 |
9,000 |
- |
- |
- |
11,000 |
5.04.01 |
Capital Contribution |
2,000 |
- |
- |
- |
- |
2,000 |
5.04.03 |
Stock Options Granted |
- |
9,000 |
- |
- |
- |
9,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
228,000 |
(4,000) |
224,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
228,000 |
- |
228,000 |
5.05.02 |
Other comprehensive income |
- |
- |
- |
- |
(4,000) |
(4,000) |
5.05.02.07 |
Fair Value of Receivables |
- |
- |
- |
- |
(6,000) |
(6,000) |
5.05.02.09 |
Income Tax Effect |
- |
- |
- |
- |
2,000 |
2,000 |
5.06 |
Internal Changes of Shareholders' Equity |
- |
- |
228,000 |
(228,000) |
- |
- |
5.06.05 |
Tax Incentive Reserve |
- |
- |
228,000 |
(228,000) |
- |
- |
5.07 |
Closing Balance |
1,265,000 |
45,000 |
2,827,000 |
- |
(6,000) |
4,131,000 |
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1 |
CORPORATE INFORMATION |
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Sendas Distribuidora S.A. (“Company” or “Sendas”) is a publicly held company listed in the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão (B3), under ticker symbol "ASAI3" and on the New York Stock Exchange (NYSE), under ticker symbol "ASAI". The Company is primarily engaged in the retail and wholesale of food products, bazaar items and other products through its chain of stores, operated under “ASSAÍ” brand, since this is the only disclosed segment. The Company's registered office is at Avenida Ayrton Senna, 6.000, Lote 2 - Anexo A, Jacarepaguá, in the State of Rio de Janeiro. As of June 30, 2024, the Company operated 293 stores (288 stores as of December 31, 2023) and 11 distribution centers (11 distribution centers as of December 31, 2023) in the five regions of the country, with operations in 24 states and in the Federal District. |
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1.1 |
New matters |
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Ninth and tenth issue of debentures, see note 15.6. |
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Long-term benefit plans, see notes 19.3.4 and 19.3.5. |
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Buy-back program of shares, see note 19.4. |
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2 |
BASIS OF PREPARATION AND DISCLOSURE OF THE INTERIM FINANCIAL INFORMATION |
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The interim financial information has been prepared in accordance with IAS 34 – Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and accounting standard CPC 21 (R1) – Interim Financial Report and disclosed aligned with the standards approved by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of the Interim Financial Information. |
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The interim financial information has been prepared based on the historical cost basis, except for: (i) certain financial instruments; and (ii) assets and liabilities arising from business combinations measured at their fair values, when applicable. In accordance with OCPC 07 - Presentation and Disclosures in General Purpose - Financial Statements, all significant information related to the interim financial information, and only them, is being disclosed and is consistent with the information used by Management in managing of the Company's activities. |
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The interim financial information is presented in millions of Brazilian Reais (R$), which is the Company's functional currency. |
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The interim financial information for the period ended June 30, 2024 were approved by the Board of Directors on August 8, 2024. |
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3 |
MATERIAL ACCOUNTING POLICIES |
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The material accounting policies and practices applied by the Company to the preparation of the interim financial information are in accordance with those adopted and disclosed in note 3 and in each explanatory note corresponding to the financial statements for the year ended December 31, 2023, approved on February 21, 2024 and, therefore, it should be read together. |
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3.1 |
Standards, amendments and interpretations |
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In the period ended June 30, 2024, the new current standards, include the review of CPC 09 (R1) – Statements of Value Added, were evaluated and produced no effect on the interim financial information disclosed, additionally the Company did not adopt in advance the IFRS issued and not yet current. |
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4 |
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS |
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The preparation of the interim financial information requires Management to makes judgments and estimates and adopt assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period, however, the uncertainties about these assumptions and estimates may generate results that require substantial adjustments to the carrying amount of the asset or liability in future periods. |
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The significant assumptions and estimates applied on the preparation of the interim financial information for the period ended June 30, 2024, were the same as those adopted in the financial statements for the year ended December 31, 2023, approved on February 21, 2024, disclosed in note 5. |
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5 |
CASH AND CASH EQUIVALENTS |
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6/30/2024 |
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12/31/2023 |
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Cash and bank accounts |
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292 |
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352 |
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Cash and bank accounts - Abroad (i) |
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25 |
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22 |
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Financial investments (ii) |
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4,787 |
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5,085 |
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5,104 |
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5,459 |
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(i) As of June 30, 2024, the Company had funds held abroad, of which R$25 in US dollars (R$22 in US dollars as of December 31, 2023). |
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(ii) As of June 30, 2024, the financial investments refer to the repurchase and resale agreements and Bank Deposit Certificates - CDB, with a weighted average interest rate of 97.72% of the CDI - Interbank Deposit Certificate (95.92% of the CDI as of December 31, 2023). |
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The Company's exposure to interest rate indexes and the sensitivity analysis for these financial assets are disclosed in note 15.3. |
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6 |
TRADE
RECEIVABLES |
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Note |
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6/30/2024 |
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12/31/2023 |
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From sales with: |
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Credit
card |
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6.1 |
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1,300 |
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589 |
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Credit
card - related parties (FIC) |
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9.1 |
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289 |
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211 |
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Ticket |
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6.1 |
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183 |
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185 |
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Total of credit
card and ticket |
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1,772 |
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985 |
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Slips |
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109 |
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148 |
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Suppliers
and others |
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60 |
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81 |
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1,941 |
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1,214 |
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Expected credit
loss for doubtful accounts |
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6.2 |
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(12) |
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(15) |
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1,929 |
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1,199 |
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The breakdown of trade
receivables by their gross amount by maturity period is presented below: |
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Overdue |
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Total |
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Due |
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Less
than 30 days |
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Over
30 days |
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June 30, 2024 |
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1,941 |
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1,930 |
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5 |
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6 |
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December 31, 2023 |
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1,214 |
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1,202 |
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5 |
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7 |
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6.1 |
Assignment
of receivables |
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The Company assigned
part of its receivables referring to credit cards and ticket with operators, without any right of recourse, aiming to anticipate
its cash flow. As of June 30, 2024, the amount of these operations is R$1,650 (R$2,757 as of December 31, 2023). The amount was derecognized
from the balance of trade receivables, since all risks related to the receivables were substantially transferred. The cost to advance
these credit card receivables is classified as “Cost and discount of receivables” in note 23. |
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As of June 30, 2024,
the amount of receivables, currently, discountable (credit cards and ticket) is R$1,772 (R$985 as of December 31,2023). |
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6.2 |
Expected
credit loss for doubtful accounts |
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6/30/2024 |
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6/30/2023 |
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At the beginning of the period |
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(15) |
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(11) |
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Additions |
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(37) |
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(20) |
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Reversals |
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40 |
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18 |
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At the end of the period |
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(12) |
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(13) |
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7 |
INVENTORIES |
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Note |
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6/30/2024 |
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12/31/2023 |
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Stores |
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6,402 |
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6,033 |
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Distribution centers |
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1,462 |
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1,237 |
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Commercial agreements |
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7.1 |
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(575) |
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(525) |
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Inventory losses |
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7.2 |
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(47) |
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(81) |
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7,242 |
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6,664 |
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7.1 |
Commercial
agreements |
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As
of June 30, 2024, the amount of unrealized commercial agreements, presented as a reduction of inventory balance, totaled R$575 (R$525
as of December 31, 2023). |
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7.2 |
Inventory
losses |
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6/30/2024 |
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6/30/2023 |
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At the beginning of the period |
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(81) |
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(68) |
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Additions |
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(298) |
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(259) |
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Reversals |
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10 |
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17 |
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Write-offs |
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322 |
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266 |
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At the end of the period |
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(47) |
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(44) |
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8 |
RECOVERABLE
TAXES |
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Note |
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6/30/2024 |
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12/31/2023 |
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ICMS |
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8.1 |
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953 |
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1,085 |
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PIS and COFINS |
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8.2 |
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381 |
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287 |
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Social Security Contribution
- INSS |
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148 |
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169 |
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Whithholding taxes to
be recovered |
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138 |
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105 |
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Others |
|
|
|
|
|
|
|
|
|
4 |
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,624 |
|
1,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
1,085 |
|
1,100 |
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
539 |
|
573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.1 |
State
VAT tax credits - ICMS |
|
The Brazilian States
have been substantially amending their local laws aiming at implementing and broadening the ICMS tax replacement system. This system
entails the prepayment of ICMS of the whole commercial chain, upon goods outflow from an industrial establishment or importer or
their inflow into each State. The expansion of this system to an increasingly wider range of products sold in the retail generates
the prepayment of the tax and consequently a refund in certain operations. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With respect to credits
that cannot yet be immediately offset, the Company's management, according to a technical recovery study, based on the future expectation
of growth and consequent offset against taxes payable from its operations, believes that its future offset is viable. The mentioned
studies are prepared and periodically reviewed based on information obtained from the strategic planning previously approved by the
Company's Board of Directors. For the interim financial information as of June 30, 2024, the Company's management has monitoring
controls over the adherence to the annually established plan, reassessing and including new elements that contribute to the realization
of the recoverable ICMS balance, as shown in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within
1 year |
|
|
|
455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
1 to 2 years |
|
|
|
116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
2 to 3 years |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
3 to 4 years |
|
|
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
4 to 5 years |
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More
than 5 years |
|
|
|
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.2 |
PIS and
COFINS credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On March 15, 2017, the
Federal Supreme Court ("STF”) recognized the unconstitutionality of the inclusion of ICMS in the PIS and COFINS
calculation base. On May 13, 2021, the STF judged the Declaration Embargoes in relation to the amount to be excluded from the calculation
basis of the contributions, which should only be the ICMS paid, or if the entire ICMS, as shown in the respective invoices. The STF
rendered a favorable decision to the taxpayers, concluding that all ICMS highlighted should be excluded from the calculation basis. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currently the Company,
with the favorable judgment of the Supreme Court, has recognized the exclusion of ICMS from the PIS and COFINS calculation basis. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition to the recorded
credits, the Company has contingent tax assets in the amount of R$54 related to PIS and COFINS credits. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
Expected realization of PIS and COFINS credits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In relation to the recoverable
PIS and COFINS credits, the Company's management, based on a technical recovery study considering future growth expectations and
consequent offset against debts from its operations, projects its future realization. The mentioned studies are prepared and periodically
reviewed based on information obtained from the strategic planning previously approved by the Company's Board of Directors. For the
interim financial information as of June 30, 2024, the Company's management has monitoring controls over the adherence to the annually
established plan, reassessing and including new elements that contribute to the realization of the recoverable PIS and COFINS balance,
in the amount of R$381, and expected realization is within one year. |
|
9 |
RELATED
PARTIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.1 |
Balances
and related party transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
Liabilities |
|
Transactions |
|
|
|
|
|
|
|
|
Trade
receivables |
|
Other
assets |
|
Suppliers |
|
Revenue
(expenses) |
|
|
|
|
|
|
|
|
6/30/2024 |
|
12/31/2023 |
|
6/30/2024 |
|
12/31/2023 |
|
6/30/2024 |
|
12/31/2023 |
|
6/30/2024 |
|
6/30/2023 |
|
Joint venture |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financeira
Itaú CBD S.A. Crédito, Financiamento e Investimento (“FIC”) |
|
289 |
|
211 |
|
19 |
|
23 |
|
23 |
|
28 |
|
15 |
|
12 |
|
|
|
|
|
|
|
|
289 |
|
211 |
|
19 |
|
23 |
|
23 |
|
28 |
|
15 |
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
289 |
|
211 |
|
- |
|
- |
|
23 |
|
28 |
|
|
|
|
|
Non-current |
|
|
|
|
|
- |
|
- |
|
19 |
|
23 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
(expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates (i) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
Guichard Perrachon |
|
|
|
(20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euris |
|
|
|
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grupo
Pão de Açúcar ("GPA") |
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilkes
Participações S.A. |
|
|
|
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
On June 23, 2023, as per the Notice to the Market published on the same date, Casino, through its subsidiaries Wilkes, Geant International
BV ("GIBV") and Segisor S.A.S ("Segisor"), sold 157,582,850 common shares issued by the Company, representing
11.67% of its share capital, through a block trade operation carried out on the same date. As a result, the Casino Group now holds
an ownership interest of less than 0.01% of Sendas' share capital, no longer being considered a related party of the Company. The
balances with these companies and their subsidiaries are presented under the line items Other accounts receivable and Other accounts
payable in the balance sheet in the interim financial information for the period ended June 30, 2024. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additionally,
after the completion of the spin-off between the Company and GPA on December 31, 2020, both undertook to put forth commercially reasonable
efforts, within up to 18 months, to release, replace and/or otherwise remove the counterparty from the position of guarantor of liabilities
or obligations, which after such term would be subject to the payment of a fee, net, as remuneration for the guarantees provided
by both parties. If the Company and GPA cease to be submitted to common control, the parties would be required to release, replace
and/or otherwise remove the guarantees until then not replaced or provided, observing the terms established in the Separation Agreement. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company and GPA ceased to be related parties in fiscal year 2023 and are taking the necessary measures to replace the cross guarantees
on the contractual obligations of: i) rental of stores; ii) borrowing agreement; and iii) purchase of electricity. The fee paid to
GPA as remuneration for the guarantees provided as of June 30, 2024 and December 31, 2023 was less than R$1. |
9.2 |
Management
compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
referring to the executive board compensation recorded in the Company’s statement of operations in the period ended June 30,
2024 and 2023 as follows (amounts expressed in thousands reais): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
salary |
|
Variable
compensation |
|
Stock
option plan and shared-based payment plan (i) |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
Board of directors |
|
|
|
6,124 |
|
5,452 |
|
- |
|
- |
|
- |
|
5,250 |
|
6,124 |
|
10,702 |
|
|
Statutory officers |
|
|
|
|
|
|
8,543 |
|
5,466 |
|
10,198 |
|
7,444 |
|
14,170 |
|
5,691 |
|
32,911 |
|
18,601 |
|
|
Executives excluding statutory officers |
17,286 |
|
15,500 |
|
23,646 |
|
19,158 |
|
9,104 |
|
5,845 |
|
50,036 |
|
40,503 |
|
|
Fiscal council |
|
|
|
|
|
|
282 |
|
267 |
|
- |
|
- |
|
- |
|
- |
|
282 |
|
267 |
|
|
|
|
|
|
|
|
|
|
|
32,235 |
|
26,685 |
|
33,844 |
|
26,602 |
|
23,274 |
|
16,786 |
|
89,353 |
|
70,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) More details about
shared-based payment plan for the Statutory officers, see note 19.3.3. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The stock option plan,
fully convertible into shares, refers to the Company's and this plan has been treated in the Company's statement of operations. The
corresponding expenses are allocated to the Company and recorded in the statement of operations against capital reserve - stock options
in shareholders' equity. There are no other short-term benefits granted to members of the Company's management. The new long-term
benefit plans are disclosed in notes 19.3.4 and 19.3.5. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
INVESTMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The details of the Company's
investments at the end of the period are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participation
in investments - % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
participation |
|
|
Investment
type |
|
Company |
|
Country |
|
6/30/2024 |
|
12/31/2023 |
|
|
Joint venture |
|
Bellamar Empreendimento
e Participações S.A. |
|
Brazil |
|
50.00 |
|
50.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary
of financial information of Joint Venture |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
1 |
|
1 |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
458 |
|
581 |
|
|
|
|
|
|
|
|
|
|
Shareholders´
equity |
|
|
|
|
459 |
|
582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
6/30/2023 |
|
|
|
|
|
|
|
|
|
|
Net income for the
period |
|
|
|
64 |
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
composition and breakdown |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bellamar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2022 |
|
|
|
833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
of profit of associates |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
received |
|
|
|
|
|
(20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2023 |
|
|
|
|
837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023 |
|
|
|
864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
of profit of associates |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
received |
|
|
|
|
|
(94) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2024 |
|
|
|
|
802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
PROPERTY,
PLANT AND EQUIPMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.1 |
Breakdown
and composition of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2023 |
|
Additions
(i) |
|
Write-off |
|
Depreciation |
|
Transfers
and others |
|
As
of
6/30/2024 |
|
|
Historical
cost |
|
Accumulated
depreciation |
|
Lands |
|
|
|
|
|
|
|
|
|
|
559 |
|
- |
|
- |
|
- |
|
- |
|
559 |
|
= |
559 |
|
- |
|
Buildings |
|
|
|
|
|
|
|
|
|
|
777 |
|
37 |
|
- |
|
(11) |
|
98 |
|
901 |
|
1,069 |
|
(168) |
|
Improvements |
|
|
|
|
|
|
|
8,099 |
|
287 |
|
(4) |
|
(248) |
|
(82) |
|
8,052 |
|
9,783 |
|
(1,731) |
|
Machinery and equipment |
|
|
|
2,310 |
|
149 |
|
(2) |
|
(133) |
|
15 |
|
2,339 |
|
3,443 |
|
(1,104) |
|
Facilities |
|
|
|
|
|
|
|
|
|
|
270 |
|
7 |
|
- |
|
(19) |
|
- |
|
258 |
|
437 |
|
(179) |
|
Furniture and appliances |
|
|
|
903 |
|
49 |
|
(3) |
|
(78) |
|
12 |
|
883 |
|
1,367 |
|
(484) |
|
Constructions in progress |
|
|
|
111 |
|
13 |
|
- |
|
- |
|
(45) |
|
79 |
|
79 |
|
- |
|
Others |
|
|
|
|
|
|
|
|
|
|
119 |
|
14 |
|
- |
|
(26) |
|
5 |
|
112 |
|
274 |
|
(162) |
|
|
|
|
|
|
|
|
|
|
|
|
13,148 |
|
556 |
|
(9) |
|
(515) |
|
3 |
|
13,183 |
|
|
17,011 |
|
(3,828) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2022 |
|
Additions
(i) |
|
Write-off |
|
Depreciation |
|
Transfers
and others |
|
As
of
6/30/2023 |
|
|
Historical
cost |
|
Accumulated
depreciation |
|
Lands |
|
|
|
|
|
|
|
|
|
|
600 |
|
17 |
|
- |
|
- |
|
(41) |
|
576 |
|
= |
576 |
|
- |
|
Buildings |
|
|
|
|
|
|
|
|
|
|
730 |
|
- |
|
- |
|
(9) |
|
23 |
|
744 |
|
893 |
|
(149) |
|
Improvements |
|
|
|
|
|
|
|
6,865 |
|
845 |
|
(21) |
|
(205) |
|
5 |
|
7,489 |
|
8,749 |
|
(1,260) |
|
Machinery and equipment |
|
|
1,440 |
|
209 |
|
(12) |
|
(136) |
|
382 |
|
1,883 |
|
2,750 |
|
(867) |
|
Facilities |
|
|
|
|
|
|
|
|
|
|
585 |
|
61 |
|
(2) |
|
(24) |
|
(189) |
|
431 |
|
590 |
|
(159) |
|
Furniture and appliances |
|
|
|
755 |
|
70 |
|
(2) |
|
(53) |
|
85 |
|
855 |
|
1,185 |
|
(330) |
|
Constructions in progress |
|
|
543 |
|
24 |
|
(1) |
|
- |
|
(329) |
|
237 |
|
237 |
|
- |
|
Others |
|
|
|
|
|
|
|
|
|
|
64 |
|
15 |
|
- |
|
(17) |
|
44 |
|
106 |
|
216 |
|
(110) |
|
|
|
|
|
|
|
|
|
|
|
|
11,582 |
|
1,241 |
|
(38) |
|
(444) |
|
(20) |
|
12,321 |
|
|
15,196 |
|
(2,875) |
|
|
|
|
|
|
. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Includes interest
capitalization in the amount of R$24 (R$170 as of June 30, 2023), see note 11.2. |
|
|
11.2 |
Capitalized borrowing
costs and lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The value of capitalized
borrowing costs and lease directly attributable to the reform, construction and acquisition of property, plant and equipment and
intangible assets within the scope of CPC 20 (R1)/IAS 23 - Borrowing Costs and the amount of interest on lease liabilities incorporated
into the value of the property, plant and equipment and/or intangible assets, for the period in which the assets are not yet in their
intended use in accordance with CPC 06 (R2)/IFRS 16 - Leases, amounted to R$24 (R$170 as of June 30, 2023). The rate used to calculate
the borrowing costs eligible for capitalization was 113.76% (110.70% as of June 30, 2023) of CDI, corresponding to the effective
interest rate of borrowings taken by the Company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.3 |
Additions to property,
plant and equipment for cash flow purpose |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
6/30/2023 |
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
556 |
|
1,241 |
|
|
|
|
|
|
Capitalized borrowing costs |
|
|
|
|
|
|
|
(24) |
|
(170) |
|
|
|
|
|
|
Financing of property,
plant and equipment - Additions |
|
(531) |
|
(1,067) |
|
|
|
|
|
|
Financing of property,
plant and equipment - Payments |
|
851 |
|
1,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
852 |
|
1,362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions related to the purchase of operating
assets, purchase of land and buildings to expansion activities, building of new stores and distribution centers, improvements of
existing distribution centers and stores and investments in equipment and information technology. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The additions and payments of property,
plant and equipment above are presented to reconcile the acquisitions during the period with the amounts presented in the statement
of cash flows net of items that did not impact cash flow. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.4 |
Other information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2024, the Company recorded
in the cost of sales and services the amount of R$42 (R$40 as of June 30, 2023), relating to the depreciation of machinery, buildings
and facilities of distribution centers. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.5 |
Impairment test of property,
plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The impairment test
of property, plant and equipment uses the same practices described in note 12.1 to the financial statements as of December 31, 2023. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company monitored
the plan used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses
or the need for a new evaluation for the period ended June 30, 2024. |
|
12 |
INTANGIBLE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.1 |
Breakdown
and composition of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2023 |
|
Additions |
|
Write-off |
|
Amortization |
|
As
of 6/30/2024 |
|
|
Historical
cost |
|
Accumulated
amortization |
|
Goodwill |
|
|
|
618 |
|
- |
|
- |
|
- |
|
618 |
|
|
871 |
|
(253) |
|
Software |
|
|
|
63 |
|
19 |
|
(1) |
|
(11) |
|
70 |
= |
198 |
|
(128) |
|
Commercial rights |
|
4,452 |
|
- |
|
- |
|
(4) |
|
4,448 |
4,491 |
|
(43) |
|
Trade name |
|
39 |
|
- |
|
- |
|
- |
|
39 |
39 |
|
- |
|
|
|
|
|
|
5,172 |
|
19 |
|
(1) |
|
(15) |
|
5,175 |
|
5,599 |
|
(424) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2022 |
|
Additions |
|
Amortization |
|
As
of 6/30/2023 |
|
|
Historical
cost |
|
Accumulated
amortization |
|
|
|
|
|
Goodwill |
|
|
|
618 |
|
- |
|
- |
|
618 |
|
= |
871 |
|
(253) |
|
|
|
|
|
Software |
|
|
|
76 |
|
12 |
|
(10) |
|
78 |
|
163 |
|
(85) |
|
|
|
|
|
Commercial rights |
|
4,267 |
|
17 |
|
(4) |
|
4,280 |
|
4,316 |
|
(36) |
|
|
|
|
|
Trade name |
|
39 |
|
- |
|
- |
|
39 |
|
39 |
|
- |
|
|
|
|
|
|
|
|
|
|
5,000 |
|
29 |
|
(14) |
|
5,015 |
|
|
5,389 |
|
(374) |
|
|
|
|
12.2 |
Impairment test of intangible
assets with indefinite useful life, including goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The impairment test
of intangible assets uses the same practices described in note 12.1 to the financial statements as of December 31, 2023. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company monitored
the plan used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses
or the need for a new evaluation for the period ended June 30, 2024. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.3 |
Commercial
rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial rights
with defined and indefinite useful lives are tested following the assumptions described in note 12.1.1, to the financial statements
as of December 31, 2023. The Company considered the discounted cash flow of the related store for the impairment test, that is, the
store is the CGU. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company monitored
the plan used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses
or the need for a new evaluation for the period ended June 30, 2024. |
|
13 |
LEASES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.1 |
Right-of-use |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.1.1 |
Breakdown
and composition of right-of-use assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2023 |
|
Additions |
|
Remeasurement |
|
Write-off |
|
Amortization |
|
Transfers
and others |
|
As
of 6/30/2024 |
|
Historical
cost |
|
Accumulated
amortization |
|
Buildings |
|
|
|
|
8,203 |
|
8 |
|
180 |
|
(5) |
|
(273) |
|
(3) |
|
8,110 |
|
10,050 |
|
(1,940) |
|
Equipment |
|
|
|
|
3 |
|
- |
|
- |
|
- |
|
(2) |
|
- |
|
1 |
= |
44 |
|
(43) |
|
Assets and rights |
|
16 |
|
- |
|
- |
|
- |
|
(1) |
|
- |
|
15 |
|
28 |
|
(13) |
|
|
|
|
|
|
8,222 |
|
8 |
|
180 |
|
(5) |
|
(276) |
|
(3) |
|
8,126 |
|
10,122 |
|
(1,996) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2022 |
|
Additions |
|
Remeasurement |
|
Write-off |
|
Amortization |
|
Transfers
and others |
|
As
of 6/30/2023 |
|
Historical
cost |
|
Accumulated
amortization |
|
Buildings |
|
|
|
|
7,593 |
|
27 |
|
221 |
|
(109) |
|
(232) |
|
(21) |
|
7,479 |
= |
9,033 |
|
(1,554) |
|
Equipment |
|
|
|
|
8 |
|
- |
|
- |
|
- |
|
(3) |
|
- |
|
5 |
56 |
|
(51) |
|
Assets and rights |
|
18 |
|
- |
|
- |
|
- |
|
(1) |
|
- |
|
17 |
28 |
|
(11) |
|
|
|
|
|
|
7,619 |
|
27 |
|
221 |
|
(109) |
|
(236) |
|
(21) |
|
7,501 |
|
9,117 |
|
(1,616) |
13.2 |
Lease
liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.2.1 |
Minimum
future payments and potential right of PIS and COFINS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease contracts totaled
R$9,214 as of June 30, 2024 (R$9,184 as of December 31, 2023). The minimum future lease payments, according to lease agreements,
with the present value of minimum lease payments, are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
|
Lease
liabilities - minimum payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
than 1 year |
|
|
|
|
|
|
|
|
|
374 |
|
532 |
|
|
|
|
|
|
From
1 to 5 years |
|
|
|
|
|
|
|
|
|
1,770 |
|
1,702 |
|
|
|
|
|
|
More
than 5 years |
|
|
|
|
|
|
|
|
|
7,070 |
|
6,950 |
|
|
|
|
|
|
Present
value of lease liabilities |
|
|
|
|
|
|
9,214 |
|
9,184 |
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
374 |
|
532 |
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
8,840 |
|
8,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future
financing charges |
|
|
|
|
|
|
|
12,942 |
|
13,164 |
|
|
|
|
|
|
Gross
amount of financial lease agreements |
|
|
|
22,156 |
|
22,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIS
and COFINS embedded in the present value of lease agreements |
|
560 |
|
|
|
558 |
|
|
|
|
|
|
PIS
and COFINS embedded in the gross value of lease agreements |
|
1,347 |
|
|
|
1,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities interest
expense is stated in note 23. The Company´s average incremental interest rate at the agreement signing date was 12.15% in the
period ended June 30, 2024 (12.12% as of December 31, 2023). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Had the Company adopted
the calculation methodology projecting the inflation embedded in the nominal incremental rate and discounted to present value at
the nominal incremental rate, the average percentage of inflation to be projected by year would be approximately 6.69% (6.72% as
of December 31, 2023). The average term of the agreements analyzed as of June 2024 is 17 years (as of December 31, 2023 is
18 years). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.2.2 |
Lease
liability roll forward |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
As of December 31,
2022 |
|
|
|
|
|
|
|
8,360 |
|
|
|
|
|
|
|
|
|
|
Addition
- Lease |
|
|
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
Remeasurement |
|
|
|
|
|
|
|
|
|
221 |
|
|
|
|
|
|
|
|
|
|
Interest
provision |
|
|
|
|
|
|
|
|
|
477 |
|
|
|
|
|
|
|
|
|
|
Principal
amortization |
|
|
|
|
|
|
|
(169) |
|
|
|
|
|
|
|
|
|
|
Interest
amortization |
|
|
|
|
|
|
|
|
(476) |
|
|
|
|
|
|
|
|
|
|
Write-off
due to early termination of agreement |
|
|
|
(120) |
|
|
|
|
|
|
|
|
|
|
As of June 30, 2023 |
|
|
|
|
|
|
|
|
8,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
As of December 31,
2023 |
|
|
|
|
|
|
|
9,184 |
|
|
|
|
|
|
|
|
|
|
Addition
- Lease |
|
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
Remeasurement |
|
|
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
Interest
provision |
|
|
|
|
|
|
|
|
|
525 |
|
|
|
|
|
|
|
|
|
|
Principal
amortization |
|
|
|
|
|
|
|
(148) |
|
|
|
|
|
|
|
|
|
|
Interest
amortization |
|
|
|
|
|
|
|
|
(529) |
|
|
|
|
|
|
|
|
|
|
Write-off
due to early termination of agreement |
|
|
|
(6) |
|
|
|
|
|
|
|
|
|
|
As of June 30, 2024 |
|
|
|
|
|
|
|
|
9,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.3 |
Result
on variable rentals and subleases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
6/30/2023 |
|
|
|
|
|
|
|
|
|
|
(Expenses) revenues of the period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variables (1% to 2%
of sales) |
|
|
|
(7) |
|
(10) |
|
|
|
|
|
|
|
|
|
|
Subleases (i) |
|
|
|
|
|
52 |
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Refers mainly
to the revenue from lease agreements receivable from commercial galleries. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.4 |
Additional
information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In accordance with OFÍCIO-CIRCULAR/CVM/SNC/SEP/N°02/2019
the Company adopted as an accounting policy the requirements of CPC 06 (R2)/IFRS16 - Leases, in the measurement and remeasurement
of its right of use, using the discounted cash flow model, without considering inflation. |
|
|
|
|
|
To safeguard the faithful
representation of information to meet the requirements of CPC 06 (R2)/IFRS16 - Leases, and the guidelines of the CVM technical areas,
the balances of assets and liabilities without inflation, effectively accounted for (real flow x real rate) are provided, and the
estimate of inflated balances in the comparison period (nominal flow x nominal rate). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assumptions, such
as the maturity schedule of liabilities and the interest rates used in the calculation, are disclosed in note 13.2.1, as well as
inflation indexes are observable in the market, so that the nominal flows can be prepared by the users of the interim financial information. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
|
|
|
|
|
Real flow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-of-use assets |
|
|
|
|
8,127 |
|
8,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
|
|
22,156 |
|
22,348 |
|
|
|
|
|
|
|
|
|
|
Embedded interest |
|
|
|
|
(12,942) |
|
(13,164) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,214 |
|
9,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflated flow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-of-use assets |
|
|
|
|
12,776 |
|
12,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
|
|
35,673 |
|
35,568 |
|
|
|
|
|
|
|
|
|
|
Embedded interest |
|
|
|
|
(19,265) |
|
(19,354) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,408 |
|
16,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below we present the flow of payments according to the average term weighted with the respective nominal and inflation rates for each period presented: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Amount |
|
Nominal
tax |
|
Projected
inflation |
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
1,425 |
|
12.23% |
|
3.17% |
|
|
|
|
|
|
|
|
|
|
From 1 to 2 years |
|
1,327 |
|
12.26% |
|
3.27% |
|
|
|
|
|
|
|
|
|
|
From 2 to 3 years |
|
1,339 |
|
12.29% |
|
3.56% |
|
|
|
|
|
|
|
|
|
|
From 3 to 4 years |
|
1,307 |
|
12.32% |
|
3.56% |
|
|
|
|
|
|
|
|
|
|
From 4 to 5 years |
|
2,437 |
|
12.35% |
|
3.56% |
|
|
|
|
|
|
|
|
|
|
More than 5 years |
|
14,321 |
|
12.55% |
|
3.56% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Amount |
|
Nominal
tax |
|
Projected
inflation |
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
1,435 |
|
12.19% |
|
4.48% |
|
|
|
|
|
|
|
|
|
|
From 1 to 2 years |
|
1,300 |
|
12.22% |
|
3.86% |
|
|
|
|
|
|
|
|
|
|
From 2 to 3 years |
|
1,316 |
|
12.25% |
|
3.45% |
|
|
|
|
|
|
|
|
|
|
From 3 to 4 years |
|
1,311 |
|
12.28% |
|
3.49% |
|
|
|
|
|
|
|
|
|
|
From 4 to 5 years |
|
2,437 |
|
12.32% |
|
3.58% |
|
|
|
|
|
|
|
|
|
|
More than 5 years |
|
14,549 |
|
12.54% |
|
3.58% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
TRADE
PAYABLES AND TRADE PAYABLES - AGREEMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
|
Trade payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
|
|
|
|
|
10,017 |
|
10,363 |
|
|
|
|
|
|
Acquisition
of property, plant and equipment |
|
|
|
76 |
|
158 |
|
|
|
|
|
|
Service |
|
|
|
|
|
|
|
172 |
|
150 |
|
|
|
|
|
|
Service
- related parties (FIC) |
|
|
|
9.1 |
|
23 |
|
28 |
|
|
|
|
|
|
Bonuses
from suppliers |
|
|
|
|
|
14.1 |
|
(548) |
|
(902) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,740 |
|
9,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables - Agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
|
|
|
14.2 |
|
510 |
|
1,070 |
|
|
|
|
|
|
Acquisition
of property, plant and equipment |
|
14.2 |
|
149 |
|
389 |
|
|
|
|
|
|
Acquisition
of hipermarkets (i) |
|
|
|
|
|
- |
|
892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
659 |
|
2,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,399 |
|
12,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
10,374 |
|
12,110 |
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
25 |
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
Fully paid in January 2024 in the amount of R$894. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.1 |
Bonuses
from suppliers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These include commercial
agreements and discounts obtained from suppliers. These amounts are defined in agreements and include discounts for purchase volume,
joint marketing programs, freight reimbursements, and other similar programs. The receipt occurs by deducting trade notes payable
to suppliers, according to conditions established in the supply agreements, so that the financial settlements occur for the net amount. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.2 |
Agreements
among suppliers, the Company and banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has agreements
signed with financial institutions, through which suppliers of products, capital goods and services have the possibility of receiving
in advance their amounts receivable, also named “forfait” / “confirming”. The financial
institutions become creditors of the operation and the Company settles the payments under the same conditions as those originally
agreed with the supplier. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management, based on
CPC 3 (R2)/IAS 7 and CPC 40 (R1)/IFRS 7, assessed that the economic substance of the transaction is operational, considering that
receiving in advance is an exclusive decision of the supplier and, for the Company, there are no changes in the original term negotiated
with the supplier, nor changes in the originally contracted amounts. These transactions aim at facilitating the cash flow of its
suppliers without the Company having to advancing payments. Management evaluated the potential effects of adjusting these operations
to present value and concluded that the effects are immaterial for measurement and disclosure. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These balances are classified
as "Trade payables - Agreements" and the cash flow from these operations is presented as operating in the statement of
cash flows. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additionally, there is
no exposure to any financial institution individually related to these operations and these liabilities are not considered net debt
and do not have restrictive covenants (financial or non-financial). In these transactions, the Company earns income referring to
the premium for referring suppliers to the operations of advance of receivables, recognized in the financial result, note 23 in the
line "Revenue from anticipation of payables", in the amount of R$28 as of June 30, 2024 (R$17 as of June 30, 2023), representing
1.64% of the volume of transactions occurred during 2024 (1.24% in period ended June 30, 2023). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2024,
the balance payable related to these operations is R$659 (R$1,459 as of December 31, 2023). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The balances of trade
payables and trade payables – agreement are similar and do not exceed the expiration date of 120 days as of June 30, 2024. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
FINANCIAL
INSTRUMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The main financial instruments
and their amounts ​​recorded in the interim financial information, by category, are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
Amortized
cost |
|
Fair
value |
|
FVTOCI
(i) |
|
As
of 6/30/2024 |
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents |
|
|
|
|
|
5 |
|
5,104 |
|
- |
|
- |
|
5,104 |
|
|
Related
parties |
|
|
|
|
|
|
|
9.1 |
|
19 |
|
- |
|
- |
|
19 |
|
|
Trade
receivables and other accounts receivables |
|
|
|
332 |
|
- |
|
- |
|
332 |
|
|
Gain
on financial instruments at fair value |
|
15.5.1 |
|
- |
|
272 |
|
- |
|
272 |
|
|
Trade
receivables with credit card and ticket |
|
6.1 |
|
- |
|
- |
|
1,772 |
|
1,772 |
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
accounts payable |
|
|
|
|
|
|
|
(232) |
|
- |
|
- |
|
(232) |
|
|
Trade
payables and trade payables - agreements |
|
14 |
|
(10,399) |
|
- |
|
- |
|
(10,399) |
|
|
Borrowings |
|
|
|
|
|
|
|
15.5.1 |
|
(1,840) |
|
- |
|
- |
|
(1,840) |
|
|
Debentures
and promissory notes |
|
|
|
15.5.1 |
|
(12,630) |
|
- |
|
- |
|
(12,630) |
|
|
Lease
liabilities |
|
|
|
|
|
|
|
13.2 |
|
(9,214) |
|
- |
|
- |
|
(9,214) |
|
|
Borrowings
and debentures |
|
|
|
|
|
15.5.1 |
|
- |
|
(3,242) |
|
- |
|
(3,242) |
|
|
Loss
of financial instruments at fair value |
|
15.5.1 |
|
- |
|
(20) |
|
- |
|
(20) |
|
|
Net exposure |
|
|
|
|
|
|
|
|
|
(28,860) |
|
(2,990) |
|
1,772 |
|
(30,078) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
Amortized
cost |
|
Fair
value |
|
FVTOCI
(i) |
|
As
of 12/31/2023 |
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents |
|
|
|
|
|
5 |
|
5,459 |
|
- |
|
- |
|
5,459 |
|
|
Related
parties |
|
|
|
|
|
|
|
9.1 |
|
23 |
|
- |
|
- |
|
23 |
|
|
Trade
receivables and other accounts receivables |
|
|
|
396 |
|
- |
|
- |
|
396 |
|
|
Gain
on financial instruments at fair value |
|
15.5.1 |
|
- |
|
274 |
|
- |
|
274 |
|
|
Trade
receivables with credit card and ticket |
|
6.1 |
|
- |
|
- |
|
985 |
|
985 |
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
accounts payable |
|
|
|
|
|
|
|
(216) |
|
- |
|
- |
|
(216) |
|
|
Trade
payables and trade payables - agreements |
|
14 |
|
(12,148) |
|
- |
|
- |
|
(12,148) |
|
|
Borrowings |
|
|
|
|
|
|
|
15.5.1 |
|
(1,943) |
|
- |
|
- |
|
(1,943) |
|
|
Debentures
and promissory notes |
|
|
|
15.5.1 |
|
(10,051) |
|
- |
|
- |
|
(10,051) |
|
|
Lease
liabilities |
|
|
|
|
|
|
|
13.2 |
|
(9,184) |
|
- |
|
- |
|
(9,184) |
|
|
Borrowings
and debentures |
|
|
|
|
|
15.5.1 |
|
- |
|
(3,182) |
|
- |
|
(3,182) |
|
|
Loss
of financial instruments at fair value |
|
15.5.1 |
|
- |
|
(8) |
|
- |
|
(8) |
|
|
Net exposure |
|
|
|
|
|
|
|
|
|
(27,664) |
|
(2,916) |
|
985 |
|
(29,595) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Fair Value Through
Other Comprehensive Income - FVTOCI. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of other
financial instruments detailed in the table above approximates the carrying amount based on the existing payment terms and conditions.
The financial instruments measured at amortized cost, the fair values of wich differ from the carrying amounts, are disclosed in
note 15.4. |
|
15.1 |
Considerations on risk
factors that may affect the business of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.1.1 |
Credit risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In order to minimize the credit risk,
the investment policies adopted establish investiments in financial institutions approved by the Company’s Financial Committee,
considering the monetary limits and evaluations of financial institutions, which are regularly updated. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's financial investments, according
to the rating on the national scale of financial institutions, are of represented by 93% brAAA and 7% brAA+. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
Trade receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The credit risk related to trade receivables
is minimized by the fact that a large part of installment sales are made with credit cards and ticket. These receivables may be advanced
at any time, without right of recourse, with banks or credit card companies, for the purpose of providing working capital, generating
the derecognition of the accounts receivable. In addition, the main acquirers used by the Company are related to first-tier financial
institutions with low credit risk. Additionally, for trade receivables collected in installments, the Company monitors the risk for
the granting of credit and for the periodic analysis of the expected credit loss balances. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company also incurs counterparty risk
related to derivative instruments. This risk is mitigated by carrying out transactions, according to policies approved by governance
bodies. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Except the balances related to credit
cards and ticket, there are no receivables or sale to customers that are, individually, more than 5% of accounts receivable or revenues. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.1.2 |
Interest rate risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company obtains borrowings with major
financial institutions to meet cash requirements for investments. Accordingly, the Company is mainly exposed to the risk of significant
fluctuations in the interest rate, especially the rate related to derivative liabilities (foreign currency exposure hedge) and debts
indexed to CDI. The balance of cash and cash equivalents, indexed to CDI, partially offsets the risk of fluctuations in the interest
rates. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.1.3 |
Capital risk management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The main objective of the Company’s
capital management is to ensure that the Company maintains its credit rating and a well-balanced equity ratio, in order to support
businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments considering the changes
in the economic conditions. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The capital structure is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
|
|
|
Borrowings, debentures
and promissory notes |
|
(17,732) |
|
(15,184) |
|
|
|
|
|
|
|
|
(-) Cash and cash equivalents |
|
|
|
|
|
5,104 |
|
5,459 |
|
|
|
|
|
|
|
|
(-) Derivative financial
instruments |
|
|
|
272 |
|
274 |
|
|
|
|
|
|
|
|
Net debt |
|
|
|
|
|
|
|
|
|
(12,356) |
|
(9,451) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’
equity |
|
|
|
|
|
|
4,827 |
|
4,630 |
|
|
|
|
|
|
|
|
% Net debt to shareholders’
equity |
|
|
|
256% |
|
204% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.1.4 |
Liquidity risk management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company manages
liquidity risk through daily monitoring of cash flows and control of maturities of financial assets and liabilities. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below summarizes the aging profile
of the Company’s financial liabilities as of June 30, 2024. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
than 1 year |
|
From
1 to 5 years |
|
More
than 5 years |
|
Total |
|
|
Borrowings |
|
|
|
|
|
|
|
|
|
1,110 |
|
1,082 |
|
- |
|
2,192 |
|
|
Debenture and promissory
notes |
|
|
|
|
|
6,846 |
|
9,588 |
|
4,019 |
|
20,453 |
|
|
Derivative financial
instruments |
|
|
|
|
|
|
(101) |
|
(343) |
|
(138) |
|
(582) |
|
|
Lease liabilities |
|
|
|
|
|
|
|
|
|
1,425 |
|
6,410 |
|
14,321 |
|
22,156 |
|
|
Trade payables |
|
|
|
|
|
|
|
|
|
9,717 |
|
28 |
|
- |
|
9,745 |
|
|
Trade payables - Agreements |
|
|
|
|
|
|
|
659 |
|
- |
|
- |
|
659 |
|
|
Other accounts payable |
|
|
|
|
|
|
|
190 |
|
- |
|
42 |
|
232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
19,846 |
|
16,765 |
|
18,244 |
|
54,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The information was
prepared considering the undiscounted cash flows of financial liabilities based on the earliest date the Company may be required
to make the payment or be eligible to receive the payment. To the extent that interest rates are floating, the undiscounted amount
is obtained based on interest rate curves for the period ended June 30, 2024. Therefore, certain balances presented do not agree
with the balances presented in the balance sheets. |
|
15.2 |
Derivative
financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional
value |
|
Fair
value |
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
12/31/2023 |
|
6/30/2024 |
|
12/31/2023 |
|
|
Swap of hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedge
purpose (debt) |
|
|
|
2,885 |
|
2,956 |
|
3,157 |
|
3,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
rate |
|
|
|
|
|
|
35 |
|
106 |
|
38 |
|
110 |
|
|
Hedge
- CRI |
|
|
|
|
|
2,850 |
|
2,850 |
|
3,119 |
|
3,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short Position |
|
|
|
|
|
(2,885) |
|
(2,956) |
|
(2,905) |
|
(2,964) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net hedge position |
|
|
|
|
|
- |
|
- |
|
252 |
|
266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized
and unrealized gains and losses on these contracts during the period ended June 30, 2024 are recorded as net financial results and
the balance receivable at fair value is R$252 (balance receivable of R$266 as of December 31, 2023). The assets are recorded as “derivative
financial instruments” and the liabilities as “debentures”. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
effects of the hedge at fair value through income for the period ended June 30, 2024, resulted in a loss of R$83 (loss of R$17 as
of June 30, 2023), recorded under cost of debt, see note 23. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
consolidated position of outstanding derivative financial instrument transactions is presented in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
Reference
value |
|
Maturity |
|
6/30/2024 |
|
12/31/2023 |
|
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPCA - BRL |
|
|
|
|
|
R$1,972 |
|
2028, 2029 and 2031 |
|
263 |
|
267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps registered at CETIP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-fixed rate x CDI |
|
|
|
|
|
R$879 |
|
2027 |
|
(14) |
|
(5) |
|
|
Pre-fixed rate x CDI |
|
|
|
|
|
R$17 |
|
2027 |
|
2 |
|
2 |
|
|
Pre-fixed rate x CDI |
|
|
|
|
|
R$17 |
|
2027 |
|
1 |
|
2 |
|
|
Derivatives - Fair
value hedge - Brazil |
|
|
|
|
|
252 |
|
266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.3 |
Sensitivity
analysis of financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
According
to Management's assessment, the possible reasonable changes scenario considered was, on the maturity date of each transaction,
the market curves (interest) of B3. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To
determine the possible relevant change in the relevant risk variable, Management considered the economic environment in which it
operates. Therefore, in scenario (I) there is no impact on the fair value of financial instruments and the weighted interest
rate (CDI) was 11.19% per year. For scenarios (II) and (III), for the exclusive purpose of sensitivity analysis, Management considered
a deterioration of 5% and 10%, respectively, in the risk variables, up to one year of the financial instruments, with the aim of
demonstrating the sensitivity of the Company's results in an adverse scenario. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
the case of derivative financial instruments (aiming at hedging the financial debt), the variations of the scenarios are accompanied
by the respective hedges, indicating that the effects are not significant. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company disclosed the net exposure of the derivative financial instruments, the corresponding financial instruments and certain financial
instruments in the sensitivity analysis table below, for each of the mentioned scenarios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
projections |
|
|
Transactions |
|
Note |
|
Risk
(Rate Increase) |
|
As
of 6/30/2024 |
|
Scenario
(I) |
|
Scenario
(II) |
|
Scenario
(III) |
|
|
Borrowings |
|
|
|
15.5.1 |
|
CDI + 1.74% per
year |
|
(1,847) |
|
(204) |
|
(214) |
|
(224) |
|
|
Borrowings (fixed rate) |
|
15.5.1 |
|
CDI + 0.20% per
year |
|
(35) |
|
(4) |
|
(4) |
|
(4) |
|
|
Debentures and promissory notes |
15.5.1 |
|
CDI + 1.42% per
year |
|
(16,004) |
|
(1,767) |
|
(1,855) |
|
(1,944) |
|
|
Total net effect (loss) |
|
|
|
|
|
|
(17,886) |
|
(1,975) |
|
(2,073) |
|
(2,172) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
5 |
|
97.72% of the CDI |
|
4,787 |
|
536 |
|
562 |
|
589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net exposure loss |
|
|
|
|
|
|
|
|
|
|
|
(13,099) |
|
(1,439) |
|
(1,511) |
|
(1,583) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.4 |
Fair
value measurement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company discloses the fair value of financial instruments measured at fair value and of financial instruments measured at amortized
cost, the fair value of which differ from the carrying amounts, pursuant to CPC 46/IFRS 13, which address the concepts of measurement
and disclosure requirements. The fair value hierarchy levels are defined below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level
1: fair value measurement at the balance sheet date using quoted prices (unadjusted) in active markets for identical assets or liabilities
to which the entity may have access at the measurement date. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level
2: fair value measurement at the balance sheet date using other significant observable assumptions for the asset or liability, either
directly or indirectly, except quoted prices included in Level 1. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level
3: fair value measurement at the balance sheet date using non-observable data for the asset or liability. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
fair values of cash and cash equivalents, trade receivables and trade payables approximate their carrying amounts. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
table below sets forth the fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments
measured at amortized cost, all classified as level 2, for which the fair value has been disclosed in the interim financial information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount |
|
Fair
value |
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
12/31/2023 |
|
6/30/2024 |
|
12/31/2023 |
|
|
Trade receivables with credit card and
ticket |
|
1,772 |
|
985 |
|
1,772 |
|
985 |
|
|
Interest rate swaps |
|
(11) |
|
(1) |
|
(11) |
|
(1) |
|
|
Interest rate swaps
- CRI |
|
263 |
|
267 |
|
263 |
|
267 |
|
|
Borrowings and
debentures (fair value) |
|
(3,242) |
|
(3,182) |
|
(3,242) |
|
(3,182) |
|
|
Borrowings, debentures
and promissory notes (amortized cost) |
(14,470) |
|
(11,994) |
|
(14,164) |
|
(11,716) |
|
|
|
|
|
|
|
|
|
|
|
(15,688) |
|
(13,925) |
|
(15,382) |
|
(13,647) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There
were no change between fair value measurement hierarchy levels during the period ended June 30, 2024. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
rate swaps, borrowings and debentures are classified in Level 2 since the fair value of such financial instruments was determined
based on readily observable inputs, such as expected interest rate. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.5 |
Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.5.1 |
Debt
breakdown |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
rate |
|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures
and promissory notes |
|
CDI + 1.42 % per
year |
|
16,004 |
|
13,378 |
|
|
Borrowing
costs |
|
|
|
|
|
|
|
(167) |
|
(185) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,837 |
|
13,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial
instruments -
Debentures and promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
contracts |
|
CDI + 0.90 % per
year |
|
(269) |
|
(270) |
|
|
Swap
contracts |
|
CDI + 1.32 % per
year |
|
20 |
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(249) |
|
(262) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings in domestic
currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital |
|
CDI + 0.20% per year |
|
35 |
|
40 |
|
|
Working
capital |
|
CDI + 1.74% per
year |
|
1,847 |
|
1,952 |
|
|
Borrowing
costs |
|
|
|
|
|
|
|
(7) |
|
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,875 |
|
1,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial
instruments -
Domestic currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
contracts |
|
CDI + 0.20% per
year |
|
(3) |
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of borrowings, debentures and promissory notes |
|
|
|
|
|
17,460 |
|
14,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current asset |
|
|
|
|
|
|
|
|
|
|
|
|
|
(52) |
|
(48) |
|
|
Non-current asset |
|
|
|
|
|
|
|
|
|
|
|
|
|
(220) |
|
(226) |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,414 |
|
2,115 |
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
11,318 |
|
13,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.5.2 |
Roll
forward of borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2022 |
|
12,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funding |
|
|
|
|
|
|
|
300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs |
|
|
|
|
|
(51) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
provision |
|
|
|
|
|
869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
contracts |
|
|
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark-to-market |
|
|
|
|
|
(28) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
rate and monetary variation |
|
(20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs amortization |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
amortization |
|
|
|
|
(502) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
amortization |
|
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
amortization |
|
|
|
|
|
(99) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2023 |
|
|
|
12,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2023 |
|
14,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funding |
|
|
|
|
|
|
|
2,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs |
|
|
|
|
|
(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
provision |
|
|
|
|
|
912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
contracts |
|
|
|
|
|
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark-to-market |
|
|
|
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
rate and monetary variation |
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs amortization |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
amortization |
|
|
|
|
(567) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
amortizations |
|
|
|
(131) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
amortization |
|
|
|
|
|
(68) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2024 |
|
|
|
17,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
15.5.3 |
Schedule
of non-current maturities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
1 to 2 years |
|
1,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
2 to 3 years |
|
1,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
3 to 4 years |
|
4,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
4 to 5 years |
|
2,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More
than 5 years |
|
1,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
cost |
|
(122) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.6 |
Debentures
and promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue
amount (in thousands) |
|
Outstanding
debentures (units) |
|
Issue |
|
Maturity |
|
Annual
financial charges |
|
Unit
price (in Reais) |
|
6/30/2024 |
|
12/31/2023 |
|
|
First Issue of Promissory Notes - 5th
series |
|
200 |
|
4 |
|
7/4/2019 |
|
7/4/2024 |
|
CDI + 0.72% per
year |
|
76,314,890 |
|
305 |
|
289 |
|
|
First Issue of Promissory Notes - 6th
series |
|
200 |
|
4 |
|
7/4/2019 |
|
7/4/2025 |
|
CDI + 0.72% per
year |
|
76,314,890 |
|
305 |
|
289 |
|
|
Second Issue of Debentures - 1st
series |
|
940,000 |
|
940,000 |
|
6/1/2021 |
|
5/20/2026 |
|
CDI + 1.70% per
year |
|
1,013 |
|
952 |
|
954 |
|
|
Second Issue of Debentures - 2nd
series |
|
660,000 |
|
660,000 |
|
6/1/2021 |
|
5/22/2028 |
|
CDI + 1.95% per
year |
|
1,013 |
|
669 |
|
670 |
|
|
Second Issue of Promissory Notes - 1st
series |
|
1,250,000 |
|
1,250,000 |
|
8/27/2021 |
|
8/27/2024 |
|
CDI + 1.47% per
year |
|
1,425 |
|
1,782 |
|
1,681 |
|
|
Second Issue of Promissory Notes - 2nd
series |
|
1,250,000 |
|
1,250,000 |
|
8/27/2021 |
|
2/27/2025 |
|
CDI + 1.53% per
year |
|
1,428 |
|
1,784 |
|
1,683 |
|
|
Third Issue of Debentures
- 1st series
- CRI |
|
982,526 |
|
982,526 |
|
10/15/2021 |
|
10/16/2028 |
|
IPCA + 5.15% per
year |
|
1,174 |
|
1,153 |
|
1,122 |
|
|
Third Issue of Debentures
- 2nd series
- CRI |
|
517,474 |
|
517,474 |
|
10/15/2021 |
|
10/15/2031 |
|
IPCA + 5.27% per
year |
|
1,174 |
|
608 |
|
591 |
|
|
Fourth Issue of Debentures
- single series |
|
2,000,000 |
|
2,000,000 |
|
1/7/2022 |
|
11/26/2027 |
|
CDI + 1.75% per
year |
|
1,011 |
|
2,021 |
|
2,024 |
|
|
First Issue of Commercial Paper Notes -
single series |
|
750,000 |
|
750,000 |
|
2/10/2022 |
|
2/9/2025 |
|
CDI + 1.70% per
year |
|
1,045 |
|
784 |
|
790 |
|
|
Fifth Issue of Debentures
- single series - CRI |
|
250,000 |
|
250,000 |
|
4/5/2022 |
|
3/28/2025 |
|
CDI + 0.75% per
year |
|
1,026 |
|
258 |
|
258 |
|
|
Sixth Issue of Debentures
- 1st series
- CRI |
|
72,962 |
|
72,962 |
|
9/28/2022 |
|
9/11/2026 |
|
CDI + 0.60% per
year |
|
1,031 |
|
75 |
|
76 |
|
|
Sixth Issue of Debentures
- 2nd series
- CRI |
|
55,245 |
|
55,245 |
|
9/28/2022 |
|
9/13/2027 |
|
CDI + 0.70% per
year |
|
1,031 |
|
58 |
|
58 |
|
|
Sixth Issue of Debentures
- 3rd series
- CRI |
|
471,793 |
|
471,793 |
|
9/28/2022 |
|
9/13/2029 |
|
IPCA + 6.70% per
year |
|
1,107 |
|
522 |
|
508 |
|
|
Second Issue of Commercial Paper Notes
- single series |
|
400,000 |
|
400,000 |
|
12/26/2022 |
|
12/26/2025 |
|
CDI + 0.93% per
year |
|
1,209 |
|
484 |
|
458 |
|
|
Seventh Issue of Debentures
- 1st series
- CRI |
|
145,721 |
|
145,721 |
|
7/25/2023 |
|
7/15/2026 |
|
CDI + 1.00% per
year |
|
1,052 |
|
152 |
|
154 |
|
|
Seventh Issue of Debentures
- 2nd series
- CRI |
|
878,503 |
|
878,503 |
|
7/25/2023 |
|
7/15/2027 |
|
Pré 11.75%
per year |
|
1,052 |
|
924 |
|
921 |
|
|
Seventh Issue of Debentures
- 3rd series
- CRI |
|
46,622 |
|
46,622 |
|
7/25/2023 |
|
7/17/2028 |
|
CDI + 1.15% per
year |
|
1,053 |
|
50 |
|
50 |
|
|
Eighth Issue of Debentures
- 1st series |
|
400,000 |
|
400,000 |
|
12/22/2023 |
|
12/22/2027 |
|
CDI + 1.85% per
year |
|
1,002 |
|
401 |
|
401 |
|
|
Eighth Issue of Debentures
- 2nd series |
|
400,000 |
|
400,000 |
|
12/22/2023 |
|
12/22/2028 |
|
CDI + 1.95% per
year |
|
1,002 |
|
401 |
|
401 |
|
|
Ninth Issue of Debentures
- single serie |
|
500,000 |
|
500,000 |
|
3/28/2024 |
|
3/26/2029 |
|
CDI + 1.25% per
year |
|
1,028 |
|
514 |
|
- |
|
|
Tenth Issue of Debentures
- single serie |
|
1,800,000 |
|
1,800,000 |
|
6/25/2024 |
|
6/20/2029 |
|
CDI + 1.25% per
year |
|
1,001 |
|
1,802 |
|
- |
|
|
Borrowing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(167) |
|
(185) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,837 |
|
13,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company issues debentures to strengthen its working capital, maintain its cash strategy, and lengthen its debt and investment profile.
The debentures issued are non-preemptive, non-convertible into shares, do not have renegotiation clauses and do not have guarantees. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.7 |
Guarantees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of June 30, 2024, the Company has no guarantees related to its borrowing agreement. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.8 |
Swap
contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company uses swap operations for 100% of its borrowings denominated in fixed interest rates and IPCA, exchanging these liabilities
for the CDI (floating) interest rates. The annual average rate at CDI as of June 30, 2024 was 11.74% (13.04% as of December 31, 2023). |
|
15.9 |
Financial covenants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In connection with
the debentures and promissory notes issued, the Company is required to maintain certain financial ratios. These ratios are calculated
quarterly based on the Company’s interim financial information prepared in accordance with accounting practices adopted in
Brazil, as follows: (i) consolidated net debt / equity less than or equal to 3.00; and (ii) consolidated net debt/EBITDA Last Twelve
Months ("LTM") ratio should be lower than or equal to 3.00. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2024,
the Company had fulfilled all contractual obligations and was compliant with these ratios. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 |
PROVISION FOR LEGAL PROCEEDINGS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for
legal proceedings is estimated by the Company and supported by its legal counsel and was established in an amount considered sufficient
to cover the considered probable losses. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
claims |
|
Social
security and labor |
|
Civil |
|
Total |
|
|
Balance as of December 31, 2022 |
|
55 |
|
86 |
|
24 |
|
165 |
|
|
Additions |
|
|
|
|
|
|
13 |
|
94 |
|
7 |
|
114 |
|
|
Reversals |
|
|
|
|
|
|
- |
|
(21) |
|
(3) |
|
(24) |
|
|
Payments |
|
|
|
|
|
(4) |
|
(26) |
|
(4) |
|
(34) |
|
|
Monetary
correction |
|
|
|
|
1 |
|
4 |
|
2 |
|
7 |
|
|
Balance as of June 30, 2023 |
|
|
|
65 |
|
137 |
|
26 |
|
228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted deposits for legal proceedings |
|
(4) |
|
(22) |
|
(9) |
|
(35) |
|
|
Net provision for restricted deposits |
|
61 |
|
115 |
|
17 |
|
193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
claims |
|
Social
security and labor |
|
Civil |
|
Total |
|
|
Balance as of December 31, 2023 |
|
62 |
|
163 |
|
38 |
|
263 |
|
|
Additions |
|
|
|
|
|
|
6 |
|
102 |
|
8 |
|
116 |
|
|
Reversals |
|
|
|
|
|
|
(32) |
|
(45) |
|
(5) |
|
(82) |
|
|
Payments |
|
|
|
|
|
(9) |
|
(46) |
|
(5) |
|
(60) |
|
|
Monetary
correction |
|
|
|
|
(8) |
|
9 |
|
4 |
|
5 |
|
|
Balance as of June 30, 2024 |
|
|
|
19 |
|
183 |
|
40 |
|
242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted deposits for legal proceedings |
|
(1) |
|
(6) |
|
(10) |
|
(17) |
|
|
Net provision for restricted deposits |
|
18 |
|
177 |
|
30 |
|
225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Of the total amount
of the table above, R$43 (R$50 as of December 31, 2023) is the responsibility of GPA arising from contingencies up to 2016, pursuant
to contractual provisions, namely: R$4 tax claims, R$18 labor claims and R$21 civil claims (R$3 tax claims, R$27 labor claims and
R$20 civil claims as of December 31, 2023). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.1 |
Tax claims |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax claims are subject
by law to monthly monetary adjustment, which refers to an adjustment to the provision based on indexing rates adopted by each tax
jurisdiction. Both interest charges and fines, where applicable, were calculated and provisioned with respect to unpaid amounts. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has other
tax claims, which according to its legal counsel’s analysis, were provisioned, namely: (i) discussions on the non-application
of the Accident Prevention Factor (FAP); (ii) IPI in the resale of imported products; and (iii) other matters. |
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The amount provisioned
for these matters as of June 30, 2024 is R$19 (R$62 as of December 31, 2023). |
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|
16.2 |
Social security and labor |
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|
The Company is a
party to various labor proceedings, especially due to dismissals in the regular course of business. As of June 30, 2024, the Company
recorded a provision of R$183 (R$163 as of December 31, 2023), referring to a potential risk of loss relating to labor claims. Management,
with the assistance of its legal counsel, assesses these claims and records provisions for losses when reasonably estimated, considering
previous experiences in relation to amounts claimed. |
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|
16.3 |
Civil |
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|
The Company is a
party to civil proceedings (indemnifications, collections, among others) that are in different procedural phases and at various courts.
Management records provisions in amounts considered sufficient to cover unfavorable court decisions when its internal and external
legal counsel assess the losses to be probable. |
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|
Among these proceedings,
we highlight the following: |
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|
The Company is a
party to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company records
a provision for the difference between the monthly rental amounts originally paid by stores and the rental amounts calculated by
the legal experts considering that it is the expert report amount that will be used as the basis for the decision that will change
the rental amount paid by the Company. As of June 30, 2024, the amount of the provision for these lawsuits is R$33 (R$32 as of December
31, 2023), for which there are no restricted deposits for legal proceedings. |
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|
The Company is a
party to certain lawsuits relating to the fines applied by inspection bodies of direct and indirect administration of the federal
government, states, and municipalities, including consumer defense bodies (PROCONs, INMETRO, and local governments). The Company,
with the assistance of its legal counsel, assesses these claims recording provisions for probable cash disbursements according to
the estimate of loss. As of June 30, 2024, the amount of provision for these lawsuits is R$7 (R$6 as of December 31, 2023). |
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|
The Company’s
total civil, regulatory and property claims as of June 30, 2024, is R$40 (R$38 as of December 31, 2023). |
|
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|
16.4 |
Contingent liabilities
not accrued |
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|
The Company is a
party to other litigations for which the risk of loss was classified by its legal counsel to be possible, therefore, not accrued,to
the following subjects: |
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|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
|
|
|
|
|
Tax
on Financial Transactions (IOF) – payment differences. |
|
14 |
|
14 |
|
|
PIS,
COFINS – payment discrepancies and overpayments, fine for non-compliance with ancillary obligations, disallowance of PIS and
COFINS credits, among other matters pending judgment at the administrative and judicial levels. |
|
852 |
|
783 |
|
|
ICMS
– allocation of credits from purchases from suppliers considered unqualified by the registry of the State Revenue Service,
among other matters, which are pending judgment at the administrative and judicial levels. |
|
1,160 |
|
1,216 |
|
|
ISS
(services tax), IPTU (urban property tax), Fees and other – discrepancies in payments of IPTU, fines for non-compliance with
ancillary obligations, ISS – refund of advertising expenses and various fees, which are pending judgment at the administrative
and judicial levels. |
|
18 |
|
18 |
|
|
INSS
(national institute of social security) – divergences in the FGTS and Social Security form (GFIP), offsets not approved, among
other matters, which are pending judgment at the administrative and judicial levels. |
|
25 |
|
24 |
|
|
Other
litigation – real estate lawsuits in which the Company claims the renewal and maintenance of lease agreements according to
market prices. These lawsuits involve proceedings in civil court, as well as administrative proceedings filed by inspection bodies,
among others. |
|
66 |
|
98 |
|
|
Compensation
linked to the external legal counsel's success fee if all the proceedings were concluded in favor of the Company. |
|
26 |
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,161 |
|
2,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
Of the total amount
in the table above, R$1,135 (R$1,494 as of December 31, 2023) is the responsibility of GPA arising from contingencies up to 2016,
pursuant to contractual provisions, namely: R$1,071 tax claims and R$64 civil claims (R$1,398 tax claims and R$96 civil claims as
of December 31, 2023). |
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|
Three collective
proceedings were filed by institutions related to black people's movements due to an approach to a customer, in August 2021 at the
store in Limeira - SP, which claim supposed racial issues. All were duly answered. One of them has already been extinguished by the
judiciary without major effects. As of June 30, 2024, there are still two lawsuits in progress and, given the subjectivity of the
matter, it is still not possible to reasonably estimate the amounts involved. A significant impact is not expected, upon completion
the lawsuits on the Company's financial statements. |
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|
16.4.1 |
Uncertainty
over IRPJ and CSLL treatments |
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|
|
In compliance with ICPC 22/IFRIC 23 –
Uncertainty over Income Tax Treatment, the Company has proceedings, at the judicial and administrative levels, with Government's
regulatory agencies, which are related to uncertain tax treatments adopted for the recording of income tax and social contribution.
Based on the assessment of internal and external legal counsel, the tax treatment adopted by the Company is adequate, therefore,
these proceedings were classified as possible losses. As of June 30, 2024, the amount involved was R$894 (R$917 as of December 31,
2023). |
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|
|
Of the total amount above, R$238 is the
responsibility of GPA arising from contingencies up to 2016, pursuant to contractual provisions (R$337 as of December 31, 2023). |
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|
16.5 |
Guarantees |
|
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|
|
The Company provided bank guarantees and
insurance guarantees for judicial proceedings of a civil, tax and labor nature, described below: |
|
|
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|
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|
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|
|
|
|
|
|
Lawsuits |
|
6/30/2024 |
|
6/30/2023 |
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
Tax |
|
|
|
|
|
1,461 |
|
981 |
|
|
|
|
|
|
|
|
|
|
|
|
Labor |
|
|
|
|
|
84 |
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
Civil
and others |
|
|
|
653 |
|
495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,198 |
|
1,556 |
|
|
|
|
|
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|
|
The cost of guarantees as of June 30,
2024 is approximately 0.19% per year of the amount of the lawsuits (0.26% as of June 30, 2023) and is recorded as a financial expense. |
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|
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|
16.6 |
Restricted deposits for
legal proceedings |
|
|
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|
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|
|
The Company is challenging the payment
of certain taxes, contributions, and labor liabilities and made judicial deposits in amounts equivalent to the final court decisions,
as well as judicial deposits related to the provision for legal claims. |
|
|
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|
|
The Company recorded
amounts referring to judicial deposits in its assets as follows. |
|
|
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|
|
|
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|
|
|
|
|
|
|
Lawsuits |
|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
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|
|
Tax |
|
|
|
|
|
19 |
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
Labor |
|
|
|
|
|
8 |
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
Civil and others |
|
|
|
10 |
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37 |
|
44 |
|
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|
17 |
DEFERRED
REVENUES |
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial agreement
with suppliers (i) |
|
|
|
201 |
|
385 |
|
|
|
|
|
|
|
|
|
Commercial agreement
- payroll (ii) |
|
|
|
42 |
|
48 |
|
|
|
|
|
|
|
|
|
Marketing |
|
|
|
|
|
|
|
77 |
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
320 |
|
455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
288 |
|
418 |
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
32 |
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
(i) Refers to rental
of supplier product exhibition modules "check stand", point of sale displays and backlight panels. |
|
|
(ii) Commercial agreement
with a financial institution for exclusivity in payroll processing. |
|
|
|
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|
18 |
INCOME
TAX AND SOCIAL CONTRIBUTION |
|
|
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|
|
|
|
18.1 |
Reconciliation
of income tax and social contribution expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|
|
|
|
|
|
6/30/2024 |
|
6/30/2023 |
|
|
|
|
|
Income before income tax and social contribution |
|
|
|
|
|
212 |
|
98 |
|
|
|
|
|
Expense of income tax and social contribution,
for nominal rate (34%) |
|
(72) |
|
(33) |
|
|
|
|
|
Adjustments to reflect the effective rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax fines |
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
(1) |
|
|
|
|
|
Share of profits |
|
|
|
|
|
11 |
|
8 |
|
|
|
|
|
ICMS subsidy - tax incentives (i) |
|
|
|
|
|
21 |
|
151 |
|
|
|
|
|
Monetary correction credits |
|
|
|
|
|
13 |
|
6 |
|
|
|
|
|
Other permanent differences |
|
|
|
|
|
1 |
|
(1) |
|
|
|
|
|
Effective income tax and social contribution |
|
|
|
|
|
(29) |
|
130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax and social contribution for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
(82) |
|
2 |
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
53 |
|
128 |
|
|
|
|
|
(Expenses) benefits of income tax and social contribution |
|
|
|
|
|
(29) |
|
130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective rate |
|
|
|
|
|
|
|
|
|
|
|
13.7% |
|
-132.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
The Company calculates tax benefits that are characterized as tax incentives that, according to legal forecast, do not comprise the
basis for calculating income tax and social contribution. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.2 |
Breakdown
of deferred income tax and social contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The main components of
deferred income tax and social contribution in the balance sheets are the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
12/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
Liabilities |
|
Net |
|
Assets |
|
Liabilities |
|
Net |
|
|
Deferred
income tax and social contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
losses |
|
|
|
|
|
|
|
|
|
340 |
|
- |
|
340 |
|
385 |
|
- |
|
385 |
|
|
Provision
for legal proceedings |
|
|
|
|
|
74 |
|
- |
|
74 |
|
81 |
|
- |
|
81 |
|
|
Swap |
|
|
|
|
|
|
|
|
|
|
|
- |
|
(92) |
|
(92) |
|
- |
|
(66) |
|
(66) |
|
|
Goodwill
tax amortization |
|
|
|
|
|
|
|
- |
|
(317) |
|
(317) |
|
- |
|
(317) |
|
(317) |
|
|
Mark-to-mark |
|
|
|
|
|
|
|
|
|
6 |
|
- |
|
6 |
|
- |
|
(25) |
|
(25) |
|
|
Property,
plant and equipment and intangible assets |
|
11 |
|
- |
|
11 |
|
10 |
|
- |
|
10 |
|
|
Unrealized
losses with tax credits |
|
|
|
|
|
- |
|
(6) |
|
(6) |
|
- |
|
(15) |
|
(15) |
|
|
Provision
of inventory |
|
|
|
|
|
|
|
19 |
|
- |
|
19 |
|
30 |
|
- |
|
30 |
|
|
Borrowing
costs |
|
|
|
|
|
|
|
|
|
- |
|
(59) |
|
(59) |
|
- |
|
(66) |
|
(66) |
|
|
Lease
net of right of use |
|
|
|
|
|
|
|
3,105 |
|
(2,922) |
|
183 |
|
3,085 |
|
(2,961) |
|
124 |
|
|
Compensation
program |
|
|
|
|
|
|
|
37 |
|
- |
|
37 |
|
10 |
|
- |
|
10 |
|
|
Others |
|
|
|
|
|
|
|
|
|
|
|
20 |
|
- |
|
20 |
|
20 |
|
- |
|
20 |
|
|
Gross
deferred income tax and social contribution assets (liabilities) |
|
|
|
3,612 |
|
(3,396) |
|
216 |
|
3,621 |
|
(3,450) |
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
|
|
(3,396) |
|
3,396 |
|
- |
|
(3,450) |
|
3,450 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
income tax and social contribution assets (liabilities), net |
|
|
|
216 |
|
- |
|
216 |
|
171 |
|
- |
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management has assessed
the future realization of deferred tax assets, considering the projections of future taxable income, in the context of the main variables
of its businesses. This assessment was based on information from the strategic planning report previously approved by the Company´s
Board of Directors. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company estimates the recovery of
these credits as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years |
|
Amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within 1 year |
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From 1 year to 2 years |
|
213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From 2 years to 3 years |
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From 3 years to 4 years |
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More than 5 years |
|
3,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.3 |
Roll forward of deferred
income tax and social contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
6/30/2023 |
|
|
|
|
|
|
|
|
|
|
At
the beginning of the period |
|
|
|
171 |
|
6 |
|
|
|
|
|
|
|
|
|
|
Benefits
in the period |
|
|
|
53 |
|
128 |
|
|
|
|
|
|
|
|
|
|
Income
tax effect |
|
|
|
|
|
1 |
|
2 |
|
|
|
|
|
|
|
|
|
|
Others |
|
|
|
|
|
|
|
(9) |
|
|
- |
|
|
|
|
|
|
|
|
|
At
the end of the period |
|
|
|
216 |
|
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.1 |
Capital stock and stock
rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
According to the Company's bylaws, the
Company's authorized capital may be increased up to 2 billion common shares. Below, the subscribed and fully paid-in share capital,
represented by common shares, all nominative and with no par value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of shares |
|
Amount |
|
|
|
|
|
|
|
As of
December 31, 2022 |
|
|
|
|
|
|
|
|
|
1,349,165,394 |
|
1,263 |
|
|
|
|
|
|
|
Capital
increase - Board of Directors' Meeting on 2/15/2023 |
|
|
|
59,870 |
|
1 |
|
|
|
|
|
|
|
Capital
increase - Board of Directors' Meeting on 3/28/2023 |
|
|
|
1,031,232 |
|
1 |
|
|
|
|
|
|
|
Total
changes for the period |
|
|
|
|
|
|
|
|
|
1,091,102 |
|
2 |
|
|
|
|
|
|
|
As of
June 30, 2023 |
|
|
|
|
|
|
|
|
|
1,350,256,496 |
|
1,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 31,2023 and June 30, 2024 |
|
|
|
|
|
1,351,833,200 |
|
1,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.2 |
Tax incentive reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax incentive reserves by the States were
considered investment subsidies, wich are deductible for the calculation of income tax and social contribution. Thus, for the year
ended December 31, 2023, the Company allocated the amount of R$939 to the tax incentive reserve, of which R$710 refers to the amount
of incentives generated in 2023 and constituted in the same year and R$229 to be recognized when the Company reports income in subsequent
periods. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30,
2024, the Company recorded net profit in the amount of R$183, this amount being fully allocated to the tax incentive reserve and
R$46 to be constituted as profits are determined in subsequent periods. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Article 30 of
Law 12,973/2014 was revoked through Law 14,789/2023, releasing taxpayers from constituting a tax incentive reserve from January 1,
2024. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.3 |
Share-based payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.3.1 |
Recognized options granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information relating to the Company's
Option Plan and Compensation Plan is summarized below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of shares
(in thousands) |
|
|
Granted
series |
|
Grant
date |
|
1st
exercise date |
|
Exercise
price on the grant date
(in reais) |
|
Gran-
ted |
|
Exer-
cised |
|
Cance-
lled |
|
Current |
|
|
B8 |
|
|
|
5/31/2021 |
|
6/1/2024 |
|
0.01 |
|
363 |
|
(20) |
|
(45) |
|
298 |
|
|
C8 |
|
|
|
5/31/2021 |
|
6/1/2024 |
|
13.39 |
|
363 |
|
(20) |
|
(45) |
|
298 |
|
|
B9 |
|
|
|
5/31/2022 |
|
6/1/2025 |
|
0.01 |
|
2,163 |
|
(358) |
|
- |
|
1,805 |
|
|
C9 |
|
|
|
5/31/2022 |
|
6/1/2025 |
|
12.53 |
|
1,924 |
|
(119) |
|
- |
|
1,805 |
|
|
B10 (i) |
|
|
|
5/31/2023 |
|
6/1/2026 |
|
0.01 |
|
1,390 |
|
- |
|
- |
|
1,390 |
|
|
C10 (i) |
|
|
|
5/31/2023 |
|
6/1/2026 |
|
11.82 |
|
1,390 |
|
- |
|
- |
|
1,390 |
|
|
B11 (i) |
|
|
|
5/31/2024 |
|
6/1/2027 |
|
0.01 |
|
1,294 |
|
- |
|
- |
|
1,294 |
|
|
C11 (i) |
|
|
|
5/31/2024 |
|
6/1/2027 |
|
10.62 |
|
1,294 |
|
- |
|
- |
|
1,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,181 |
|
(517) |
|
(90) |
|
9,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Shares granted to executives excluding
statutory officers. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.3.2 |
Consolidated information
of Company's share-based payment plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
According to the plans, the options granted
in each of the series can represent a maximum of 2% of the total shares issued by the Company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below shows
the maximum percentage of dilution to which current shareholders could eventually be subject to in the event that all options granted
are exercised until June 30, 2024: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of shares |
|
|
|
|
|
|
|
1,351,833 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance
of effective series granted |
|
|
|
9,574 |
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
percentage of dilution |
|
|
|
0.71% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of each
option granted is estimated on the grant date, using the options pricing model "Black-Scholes" taking into account the
following assumptions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
granted |
|
Weighted
average fair value of option's granted (in reais) |
|
Estimated
dividends |
|
Approximate
estimated volatility |
|
Risk-free
weighted average interest rate |
|
Exit
rate |
|
Average
remaining life expectancy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B8 |
|
17.21 |
|
1.28% |
|
37.06% |
|
7.66% |
|
8.00% |
|
- |
|
|
C8 |
|
7.69 |
|
|
|
|
|
|
|
B9 |
|
15.27 |
|
1.20% |
|
37.29% |
|
12.18% |
|
8.00% |
|
11
months |
|
|
C9 |
|
7.35 |
|
|
|
|
|
|
|
B10 |
|
10.33 |
|
1.31% |
|
35.32% |
|
10.87% |
|
8.00% |
|
23
months |
|
|
C10 |
|
3.28 |
|
|
|
|
|
|
|
B11 |
|
11.89 |
|
0.77% |
|
37.32% |
|
11.28% |
|
8.00% |
|
35
months |
|
|
C11 |
|
5.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Weighted
average exercise price |
|
Weighted
average of the remaining contractual term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in
thousands |
|
R$ |
|
|
|
|
|
|
As of December 31,
2023 |
|
|
|
|
|
6,986 |
|
5.97 |
|
1.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
during the period |
|
|
|
|
|
2,588 |
|
5.32 |
|
|
|
|
|
|
Outstanding
at the end of the period |
|
|
|
9,574 |
|
5.52 |
|
1.81 |
|
|
|
|
Total to be exercised
as of June 30, 2024 |
|
|
9,574 |
|
5.52 |
|
1.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount recorded in
the statement of operations for the period ended June 30, 2024 was R$13 (R$15 as of June 30, 2023). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.3.3 |
Cash-settled
share-based payment plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the Extraordinary
General Meeting held on July 14, 2023, the cash-settled share-based payment plan was approved, only for the Company's Statutory Officers,
this plan does not make officers a partner of the Company, they only acquire the right to receive a cash compensation corresponding
to the average price of the Company's shares traded on B3 under the ticker ASAI3. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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1,989,465 shares were
granted to the Company's officers and the premium related to 50% of the shares will be conditional on compliance with the service
condition (shares conditioned on time) and the other 50% of the shares will be conditional on the cumulative compliance with the
service condition and the performance condition (shares conditioned on time and performance). |
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For shares conditioned
on time to become vested, Offices must remain with the Company from the grant date to the dates below (vesting period): |
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a) 20% (twenty percent)
on the 3-year anniversary from the grant date;
b) 20% (twenty percent) on the 4-year anniversary from the grant date; and
c) 60% (sixty percent) on the 5-year anniversary from the grant date. |
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For shares conditioned
on time and performance to become vested, the Executive must comply with the vesting periods above, in addition to meeting the goals,
being segregated between: a) Environmental, Social and Governance ("ESG") goal with a weight of 30%: i) hiring people with
disabilities; ii) women in leadership, in managerial positions or higher; and iii) total carbon emissions – Scope 1 and 2;
and b) Operating target with a weight of 70%: i) operating cash flow. |
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The targets above will
be reviewed annually by the Board of Directors and non-achievement of them at December 31, 2026 and 2027 may be compensated by achievement
on subsequent measurement dates. |
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As of June 30, 2024,
the amount of the liability corresponding to the plan, including payroll charges, in recorded is "Other accounts payable"
in the amount of R$7 (R$4 as of December 31, 2023) and the total expense recognized, including payroll charges, was R$3 (there is
no amount recorded as of June 30, 2023) and the fair value of this plan in that date was R$31, including charges. |
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19.3.4 |
“Sócio
Executivo” program |
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At the Ordinary and Extraordinary General
Meeting held on April 26, 2024, the shareholders approved the Company's “Sócio Executivo” Program, intended to
create a unique and extraordinary long-term program, which is not to be confused with the standard Long-Term Incentive, composed
of a single grant of share rights to the Chief Executive Officer, the Commercial and Logistics Vice President, and the Operations Vice President (“Participants”), in a substantial amount and contingent on the Participants staying at the company and
their achievement of certain performance targets, aiming at: (i) the long-term retention of the Participants; and (ii) the strengthening
of the sense of ownership in the Participants, transforming key officers into relevant, long-term shareholders. |
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Through the “Sócio Executivo”
Program, on May 1, 2024 the Company granted to Participants the right to receive up to 27,036,664 Company shares, corresponding to
up to 2% of the total number of Company shares on the date of approval of the “Sócio Executivo” Program,
subject to the adjustments provided for in the Program, as follows: |
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i) 0.40% will consist of restricted shares,
the right to which will only be acquired if the Participants remain as Officers of the Company, as follows: i) 30% on the first vesting
date (5 years from granted date) and 70% on the second vesting date (7 years from granted date); and |
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ii) up to 1.60% will consist of shares
with performance assumptions, the right to which will only be acquired if the following conditions are cumulatively met: i) the Participants
remain as Officers of the Company until the second vesting date; and ii) the performance targets are achieved on the second vesting
date, determined and calculated in accordance with the terms and conditions set out below. |
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Shares
with performance assumptions |
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• The final number of shares with
performance assumptions to which the Participants will be entitled will depend on the degree of achievement of the Earnings Per Share
(“EPS”) target, according to the increase in the accumulated Compound Annual Growth Rate (“CAGR”) of the
EPS during the calculation period, based on the achievement curve. |
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• The EPS target achievement curve
will begin at the minimum trigger corresponding to an accumulated EPS equal to or greater than IPCA (Extended Consumer Price Index)
+ 20% per year Starting from the minimum trigger of IPCA + 20% per year, the percentage of the total number of Company shares to
which the Participants will be entitled will increase proportionally to the increase in the accumulated CAGR of the EPS up to the
limit of 1.60% of the total number of Company shares. If the minimum trigger of the EPS target curve is not reached, it will be considered
that the condition of performance was not reached. |
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• The achievement curve of the EPS
accumulated performance target will be calculated considering the period between December 31, 2023 and December 31, 2030, except
in the following cases in which the proportional period will be considered, as provided for in the Program: Involuntary Termination
between the First and the Second Vesting Date; Disposal of Control and Relevant Acquisition; and Delisting and Withdrawal from Novo
Mercado. The Financial Committee, the Audit Committee and the People, Culture and Remuneration Committee will calculate and verify
the compliance with the performance targets. |
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• The shares (both the
restricted shares and the shares with performance assumptions) will be transferred to the Participants through the delivery of shares
held in treasury by the Company. |
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Additional
shares |
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• The Participants will
be entitled to receive the value per share of dividends, interest on equity or other amounts paid by the Company to its shareholders
between the grant date and the date of receipt of these shares, which will be paid in shares (“additional shares”). The
calculation of the additional shares will be made by multiplying the value per share distributed as earnings by the number of shares
to which the Participants will be entitled to receive, on each payment date of the earnings, divided by the share price at the end
of the trading session on B3 on the day immediately preceding the date on which the Company shares started being traded ex-dividends. |
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• The additional shares
will be added to the target number granted (whether of restricted shares or shares with performance assumptions) and will be subject
to the same terms and conditions applicable to restricted shares and shares with performance assumptions and will be transferred
to the Participants under the same terms and conditions upon compliance with the applicable conditions. |
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All shares received by the Participants
under the “Sócio Executivo” Program will be subject to a lock-up of three years from the date of receipt of the
shares, unless otherwise provided for by the Board of Directors in cases of termination of the Participants. |
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The fair value of each share granted was
measured based on the share price on the granted date, reduced by the estimated discount due to the transfer restriction after the
vesting period. The Company has determined the estimated number of shares that will be considered the right of the Participants in
relation to the variable portion of the plan based on the result projections in line with the business assumptions and that at the
end of each period the estimate will be adjusted according to these projections. |
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On May 1, 2024, 17,411,612 shares were
granted, with a fair value of R$11.35. |
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As of June 30, 2024, the amount recognized
in income for the period was R$6 (there is no amount recorded as of June 30, 2023) and the fair value of this plan in that date was
R$266, including charges. |
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19.3.5 |
Long-term
incentive plan through grant of the right to receive Company shares |
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At the Ordinary and Extraordinary General
Meeting held on April 26, 2024, the shareholders approved the Long-Term Incentive Plan (“ILP”), intended to grant restricted
shares and shares with performance assumptions to statutory and non-statutory directors of the Company (“Participants”),
as well as to any other employees who are selected to participate in the plan. |
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By granting the right to receive Company
shares to the Participants, the ILP Plan aims at: (i) aligning the interests of the Participants with the interests of the Company's
shareholders; (ii) encouraging the Participants to stay at the Company or at the companies under its control; and (iii) maximizing
the results and generating sustainable value for the Company and its shareholders. |
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The grants under the ILP Plan will be
made in the following proportion: (i) 30% of the right granted will consist of restricted shares, and the transfer of the shares
to the Participants will occur only upon compliance with a single vesting period of 3 years (except for the grant to the Chief Executive
Officer, which will have a vesting period of up to 5 years, with partial vesting of 33% in the 3rd year, 33% in the 4th year and
34% in the 5th year); and (ii) 70% of the right granted will consist of shares with performance assumptions, and the transfer of
the shares to the Participants will occur only upon compliance with a single vesting period of 3 years (5 years for the Chief Executive
Officer) contingent on the achievement of the performance targets established by the Board of Directors, and the final number of
shares with performance assumptions to which the Participants will be entitled will depend on the degree of achievement of these
targets at the end of the single vesting period of 3 years (5 years for the Chief Executive Officer), and may vary from 90% to 110%
of the target number of shares (and the target number of shares will assume the achievement of 100% of the targets, except for the
Chief Executive Officer). |
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Shares with performance
assumptions |
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Regarding the grant of shares with performance
assumptions, the indicators will be defined considering the following main objectives:
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• preserve the Company's
relevance and positioning in relation to its peers in the cash & carry sector; |
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• ensure the generation
of sustainable business value; |
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• guarantee the profitability
of the Company's business in the long term; and |
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• ensure an adequate level
of profitability of operations, preserving healthy profit margin levels in relation to the Company's history. |
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The number of restricted shares and shares
with performance assumptions granted will be determined based on: (i) a salary multiple, according to the grade occupied by the Participant;
and (ii) the average share price in the 20 trading sessions prior to the grant.
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The shares (both restricted shares and
shares with performance assumptions) will be transferred to the Participants upon compliance with the conditions described in the
plan, and the transfer of shares will be made through the delivery of shares held in treasury by the Company. |
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Through the ILP Plan, the Company will
grant to the Participants the right to receive a certain number of shares corresponding to up to 1.5% of the total number of Company
shares on the date of approval of the respective plan, subject to the specified adjustments. |
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The fair value of each share granted is
estimated on the grant date using the Black-Scholes pricing model, considering the following assumptions: |
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i) Approximate volatility expectation:
37.32% in the 3rd year, 36.94% for the 4th year and 38.27% in the 5th year; and |
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ii) Dividend expectation: 0.77%
in the 3rd, 4th and 5th year. |
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The Company determined the estimated number
of shares that will be considered the right of Participants in relation to the variable portion of the plan based on projections
of results aligned with business assumptions and that at each end of the period the estimate will be adjusted according to these
projections. |
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On May 31, 2024, 1,094,759 shares were
granted, with a fair value of R$11.90 for the 3rd year, R$11.81 for the 4th year, and R$11.72 for the 5th year. |
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As of June 30, 2024, the amount recognized
in income for the period was R$391 thousand (there is no amount recorded as of June 30, 2023) and the fair value of this plan in
that date was R$17, including charges. |
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19.4 |
Buy-back
program of shares |
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On June 25, 2024, the Board of Directors
approved the first buy-back program of shares issued by the Company. The program aims to acquire, within 12 months as of the date
here of, up to 3,800,000 common shares, representing 0.28% of the free float on this date, to be kept in treasury for subsequent
delivery to the participants of the "Sócio Executivo" Program, see note 19.3.4 and of the Long-Term Incentive Plan
through Grant of the Righ to Receive Company Shares, see note 19.3.5. The shares will be acquired through the stock market at market
price. |
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20 |
NET OPERATING
REVENUE |
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6/30/2024 |
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6/30/2023 |
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Gross operating revenue |
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Goods |
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38,161 |
|
34,003 |
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Services
rendered and others |
|
|
134 |
|
117 |
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38,295 |
|
34,120 |
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(-) Revenue deductions |
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Returns
and sales cancellation |
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(81) |
|
(65) |
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Taxes |
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(3,121) |
|
(2,975) |
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(3,202) |
|
(3,040) |
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Net operating revenue |
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35,093 |
|
31,080 |
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21 |
EXPENSES
BY NATURE |
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6/30/2024 |
|
6/30/2023 |
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Inventory cost |
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(28,818) |
|
(25,610) |
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Personnel expenses |
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|
|
(2,154) |
|
(1,971) |
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Outsourced services |
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|
|
|
(196) |
|
(166) |
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Selling expenses |
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|
|
|
|
(553) |
|
(487) |
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Functional expenses |
|
|
|
|
(670) |
|
(588) |
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Other expenses |
|
|
|
|
|
(271) |
|
(258) |
|
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|
|
|
|
|
|
|
|
(32,662) |
|
(29,080) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
(29,343) |
|
(26,088) |
|
|
|
|
|
|
|
|
|
|
Selling expenses |
|
|
|
|
|
(2,920) |
|
(2,609) |
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
(399) |
|
(383) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,662) |
|
(29,080) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
OTHER
OPERATING EXPENSES, NET |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
6/30/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Result with property, plant and equipment
and leases |
(9) |
|
(7) |
|
|
|
|
|
|
|
|
Expense related to legal proceedings |
|
|
|
1 |
|
(1) |
|
|
|
|
|
|
|
|
Restructuring expenses and others |
|
|
|
- |
|
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) |
|
(14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
NET FINANCIAL
RESULT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
6/30/2023 |
|
|
|
|
|
|
|
|
|
Financial revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents interest |
|
|
|
35 |
|
74 |
|
|
|
|
|
|
|
|
|
Monetary
correction assets |
|
|
|
|
|
29 |
|
31 |
|
|
|
|
|
|
|
|
|
Revenue
from anticipation of payables |
|
|
|
28 |
|
17 |
|
|
|
|
|
|
|
|
|
Other
financial revenues |
|
|
|
|
|
5 |
|
7 |
|
|
|
|
|
|
|
|
|
Total financial revenues |
|
|
|
|
|
97 |
|
129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of debt |
|
|
|
|
|
|
|
(921) |
|
(798) |
|
|
|
|
|
|
|
|
|
Mark-to-market
(loss) gain |
|
|
|
|
|
(91) |
|
28 |
|
|
|
|
|
|
|
|
|
Cost
and discount of receivables |
|
|
|
(65) |
|
(49) |
|
|
|
|
|
|
|
|
|
Monetary
correction liabilities |
|
|
|
|
|
6 |
|
(148) |
|
|
|
|
|
|
|
|
|
Interest
on lease liabilities |
|
|
|
|
|
(501) |
|
(410) |
|
|
|
|
|
|
|
|
|
Other
financial expenses |
|
|
|
|
|
(4) |
|
(10) |
|
|
|
|
|
|
|
|
|
Total financial expenses |
|
|
|
|
|
(1,576) |
|
(1,387) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,479) |
|
(1,258) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
EARNINGS
PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company calculates earnings per share by dividing the net income for the period, relating to each class of shares, by the total number
of common shares outstanding in the period. |
|
|
|
|
|
The table below presents the determination
of the net income for the period available to holders of outstanding common shares to calculate the basic earnings and diluted earnings
per share in each period presented: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/2024 |
|
6/30/2023 |
|
|
|
|
Net
income allocated available to holders of common shares (a) |
|
183 |
|
228 |
|
! |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average of the number of shares |
|
|
|
|
|
1,352 |
|
1,350 |
|
|
|
|
Basic
denominator (million of shares) (b) |
|
|
|
|
|
1,352 |
|
1,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average of stock option |
|
|
|
|
|
|
|
3 |
|
4 |
|
|
|
|
Diluted
denominator (million of shares) (c) |
|
|
|
|
|
1,355 |
|
1,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per million shares (R$) (a ÷ b) |
|
|
|
0.135067 |
|
0.168674 |
|
|
|
|
Diluted
earnings per million shares (R$) (a ÷ c) |
|
|
|
|
|
0.134722 |
|
0.168146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25 |
NON-CASH TRANSACTIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company had transactions that did
not represent cash disbursements, and, therefore, these were not presented in the Statement of Cash Flows, as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions |
|
Note |
|
|
|
|
Acquisition
of property, plant and equipment not yet paid |
|
11.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 |
SUBSEQUENT EVENTS |
|
|
|
26.1 |
Capital contribution |
|
|
|
|
At the meeting of the Board of Directors,
held on August 8, 2023, the Company approved, observing the authorized capital limit, the capital contribution in the amount of R$3
through the issuance of 256,799 common shares. |
|
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 8, 2024
Sendas Distribuidora S.A.
By: /s/ Vitor Fagá de Almeida
Name: Vitor Fagá de Almeida
Title: Vice President of Finance and Investor Relations
By: /s/ Gabrielle Helú
Name: Gabrielle Helú
Title: Investor Relations Officer
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These
statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances,
industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates",
"expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking
statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies
and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or
results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject
to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements
are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors.
Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
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