DocumentUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number: 001-38353
PagSeguro Digital Ltd.
(Name of Registrant)
Conyers Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, P.O. Box 2681,
Grand Cayman, KY1-1111, Cayman Islands
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and 2023
Contents
Unaudited condensed consolidated interim financial statements
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim balance sheet
As of March 31, 2024 and 2023
(All amounts in thousands of reais)
| | | | | | | | | | | | | | | | | |
| Note | | March 31, 2024 | | December 31, 2023 |
| | | | | |
Assets | | | | | |
| | | | | |
Current assets | | | | | |
Cash and cash equivalents | 5 | | 4,366,359 | | | 2,899,060 | |
Financial investments | 6 | | 4,398,524 | | | 3,308,583 | |
Accounts receivable | 7 | | 42,856,567 | | | 41,757,204 | |
Receivables from related parties | 9 | | 4,170 | | | 4,307 | |
Inventories | | | 29,737 | | | 33,537 | |
Tax Receivable | 8 | | 584,166 | | | 563,305 | |
Other receivables | | | 158,383 | | | 162,832 | |
Total current assets | | | 52,397,906 | | | 48,728,828 | |
| | | | | |
Non-current assets | | | | | |
| | | | | |
Accounts receivable | 7 | | 1,391,103 | | | 1,143,779 | |
Receivables from related parties | 9 | | 27,942 | | | 27,974 | |
Judicial deposits | | | 56,927 | | | 50,992 | |
Deferred income tax and social contribution | 20 | | 97,639 | | | 98,856 | |
Other receivables | | | 44,797 | | | 35,584 | |
Property and equipment | 11 | | 2,505,720 | | | 2,451,011 | |
Intangible assets | 12 | | 2,643,020 | | | 2,571,069 | |
Total non-current assets | | | 6,767,148 | | | 6,379,265 | |
| | | | | |
Total assets | | | 59,165,054 | | | 55,108,093 | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim balance sheet
As of March 31, 2024 and 2023
(All amounts in thousands of reais)
| | | | | | | | | | | | | | | | | |
| Note | | March 31, 2024 | | December 31, 2023 |
| | | | | |
Liabilities and equity | | | | | |
Current Liabilities | | | | | |
Payables to third parties | 13 | | 9,858,193 | | | 9,965,603 | |
Checking Accounts | 14 | | 10,854,990 | | | 11,382,924 | |
Banking Issuances | 15 | | 13,473,326 | | | 11,365,373 | |
Borrowings | 19 | | 900,112 | | | 189,427 | |
Derivative Financial Instruments | 27 | | 17,440 | | | 40,945 | |
Trade payables | | | 526,326 | | | 513,920 | |
Payables to related parties | 9 | | 105,054 | | | 135,478 | |
Salaries and social security charges | 16 | | 232,339 | | | 345,248 | |
Taxes and contributions | 17 | | 273,944 | | | 240,671 | |
Provision for contingencies | 18 | | 102,713 | | | 91,490 | |
Deferred revenue | | | 130,625 | | | 128,461 | |
Other liabilities | | | 40,866 | | | 32,379 | |
Total current liabilities | | | 36,515,928 | | | 34,431,919 | |
| | | | | |
Non-current liabilities | | | | | |
Payables to third parties | 13 | | 204,987 | | | 185,861 | |
Banking Issuances | 15 | | 6,232,773 | | | 4,823,067 | |
Payables to related parties | 9 | | 290,106 | | | 341,326 | |
Deferred income tax and social contribution | 20 | | 1,897,177 | | | 1,832,087 | |
Provision for contingencies | 18 | | 5,484 | | | 5,729 | |
Deferred revenue | | | 20,024 | | | 17,724 | |
Other liabilities | | | 229,224 | | | 229,695 | |
Total non-current liabilities | | | 8,879,775 | | | 7,435,489 | |
| | | | | |
Total liabilities | | | 45,395,704 | | | 41,867,408 | |
| | | | | |
Equity | | | | | |
Share capital | 21 | | 26 | | | 26 | |
Treasury shares | 21 | | (583,220) | | | (760,317) | |
Capital reserve | 21 | | 6,002,414 | | | 6,132,745 | |
Retained earnings | 21 | | 8,373,622 | | | 7,891,076 | |
Equity valuation adjustments | 21 | | (22,372) | | | (22,372) | |
Other comprehensive income | 21 | | (1,119) | | | (473) | |
Total equity | | | 13,769,351 | | | 13,240,685 | |
| | | | | |
Total liabilities and equity | | | 59,165,054 | | | 55,108,093 | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim statements of income
For the three-month periods ended March 31, 2024 and 2023
(All amounts in thousands of reais unless otherwise stated)
| | | | | | | | | | | | | | | | | |
| | | Three-month period |
| Note | | March 31, 2024 | | March 31, 2023 |
| | | | | |
Revenue from transaction activities and other services | 23 | | 2,369,350 | | | 2,151,016 | |
Financial income | 23 | | 1,831,996 | | | 1,534,202 | |
Other financial income | 23 | | 105,079 | | | 64,514 | |
| | | | | |
Total revenue and income | | | 4,306,425 | | | 3,749,732 | |
| | | | | |
Cost of sales and services | 24 | | (2,170,702) | | | (1,929,298) | |
Selling expenses | 24 | | (437,427) | | | (317,908) | |
Administrative expenses | 24 | | (230,616) | | | (171,354) | |
Financial costs | 24 | | (827,133) | | | (812,971) | |
Other income (expenses), net | 24 | | (68,179) | | | (82,163) | |
| | | | | |
Profit before income taxes | | | 572,368 | | | 436,038 | |
| | | | | |
Current income tax and social contribution | 20 | | (23,325) | | | (18,056) | |
Deferred income tax and social contribution | 20 | | (66,496) | | | (48,138) | |
| | | | | |
Income tax and social contribution | | | (89,821) | | | (66,194) | |
| | | | | |
Net income for the period | | | 482,547 | | | 369,844 | |
| | | | | |
Basic earnings per common share - R$ | 22 | | 1.5225 | | | 1.1390 | |
Diluted earnings per common share - R$ | 22 | | 1.5024 | | | 1.1292 | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim statements of comprehensive income
For the three-month periods ended March 31, 2024 and 2023
(All amounts in thousands of reais)
| | | | | | | | | | | |
| Three-month period |
| March 31, 2024 | | March 31, 2023 |
| | | |
Net income for the period | 482,547 | | 369,844 |
Other comprehensive income that may be reclassified to the statement of income in subsequent periods | | | |
Currency translation adjustment | (6) | | (23) |
Gain on investments designated at fair value through OCI | 10 | | 109 |
Derivative Financial Instruments through OCI | (980) | | 404 |
Income tax and social contribution | 330 | | (174) |
Other comprehensive income for the period | 481,902 | | 370,160 |
Attributable to | | | |
Equity holders of the parent | 481,902 | | 370,160 |
Net income for the period | 481,902 | | 370,160 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim statement of changes in equity
For the three-month periods ended March 31, 2024 and 2023
(All amounts in thousands of reais)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Capital reserve | | Profit reserve | | | | | | |
| Note | | Share capital | | Treasury shares | | Capital reserve | | Share-based long-term incentive plan (LTIP) | | Retained earnings | | Equity valuation adjustments | | Other comprehensive income | | Total equity |
| | | | | | | | | | | | | | | | | |
On December 31, 2022 | | | 26 | | | (475,353) | | | 5,828,754 | | | 273,818 | | | 6,237,392 | | | (22,372) | | | (138) | | | 11,842,127 | |
| | | | | | | | | | | | | | | | | |
Net income for the period | | | — | | | — | | | — | | | — | | | 369,844 | | | — | | | — | | | 369,844 | |
Currency translation adjustment | | | — | | | — | | | — | | | — | | | — | | | — | | | (23) | | | (23) | |
Gain on financial assets through OCI | | | — | | | — | | | — | | | — | | | — | | | — | | | 72 | | | 72 | |
Derivative Financial Instruments through OCI | | | — | | | — | | | — | | | — | | | — | | | — | | | 267 | | | 267 | |
Share based long term incentive plan (LTIP) | | | — | | | — | | | — | | | 40,227 | | | — | | | — | | | — | | | 40,227 | |
Acquisition of treasury shares | | | — | | | (45,346) | | | — | | | — | | | — | | | — | | | — | | | (45,346) | |
(LTIP) of treasury shares | | | — | | | 113,363 | | | — | | | (113,363) | | | — | | | — | | | — | | | — | |
On March 31, 2023 | | | 26 | | | (407,337) | | | 5,828,754 | | | 200,683 | | | 6,607,236 | | | (22,372) | | | 177 | | | 12,207,167 | |
| | | | | | | | | | | | | | | | | |
Net income for the period | | | — | | | — | | | — | | | — | | | 1,283,839 | | | — | | | — | | | 1,283,839 | |
Currency translation adjustment | | | — | | | — | | | — | | | — | | | — | | | — | | | 79 | | | 79 | |
Loss on financial assets through OCI | | | — | | | — | | | — | | | — | | | — | | | — | | | (630) | | | (630) | |
Derivative Financial Instruments through OCI | | | — | | | — | | | — | | | — | | | — | | | — | | | (101) | | | (101) | |
Share based long term incentive plan (LTIP) | | | — | | | — | | | — | | | 104,390 | | | — | | | — | | | — | | | 104,390 | |
Acquisition of treasury shares | | | — | | | (354,062) | | | — | | | — | | | — | | | — | | | — | | | (354,062) | |
(LTIP) of treasury shares | | | — | | | 1,081 | | | — | | | (1,081) | | | — | | | — | | | — | | | — | |
On December 31, 2023 | | | 26 | | | (760,319) | | | 5,828,754 | | | 303,991 | | | 7,891,075 | | | (22,372) | | | (473) | | | 13,240,685 | |
| | | | | | | | | | | | | | | | | |
Net income for the period | 21 | | — | | | — | | | — | | | — | | | 482,548 | | | — | | | — | | | 482,548 | |
Currency translation adjustment | 21 | | — | | | — | | | — | | | — | | | — | | | — | | | (6) | | | (6) | |
Gain on financial assets through OCI | 21 | | — | | | — | | | — | | | — | | | — | | | — | | | 7 | | | 7 | |
Derivative Financial Instruments through OCI | 21 | | — | | | — | | | — | | | — | | | — | | | — | | | (647) | | | (647) | |
Share based long term incentive plan (LTIP) | 21 | | — | | | — | | | — | | | 46,767 | | | — | | | — | | | — | | | 46,767 | |
(LTIP) of treasury shares | 21 | | — | | | 177,099 | | | — | | | (177,099) | | | — | | | — | | | — | | | — | |
On March 31, 2024 | | | 26 | | | (583,220) | | | 5,828,754 | | | 173,659 | | | 8,373,623 | | | (22,372) | | | (1,119) | | | 13,769,351 | |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
PagSeguro Digital Ltd.
Unaudited condensed consolidated interim statement of cash flows
For the three-month periods ended March 31, 2024 and 2023
(All amounts in thousands of reais)
| | | | | | | | | | | | | | | | | |
| | | Three-month period |
| Note | | March 31, 2024 | | March 31, 2023 |
| | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Profit before income taxes | | | 572,369 | | | 436,038 | |
Expenses (revenues) not affecting cash: | | | | | |
Depreciation and amortization | 24 | | 371,514 | | | 317,426 | |
Total Losses | 24 | | 102,737 | | | 126,486 | |
Accrual of provision for contingencies | | | 14,234 | | | 9,724 | |
Share based long term incentive plan (LTIP) | | | 46,767 | | | 40,227 | |
Loss on disposal of property, equipment, intangible and investment assets | | | 45,625 | | | 63,137 | |
Derivative Financial Instruments, net | | | (6,011) | | | (1,602) | |
Interest accrued | | | 297,636 | | | 149,775 | |
Other (income) cost, net | | | (330) | | | 780 | |
Changes in operating assets and liabilities | | | | | |
Accounts receivable | | | (2,447,742) | | | 1,109,584 | |
Financial investments (mandatory guarantee) | | | 93,558 | | | 223,484 | |
Inventories | | | 6,304 | | | (8,333) | |
Taxes recoverable | | | 2,972 | | | (14,290) | |
Other receivables | | | (3,736) | | | 20,648 | |
Deferred revenue | | | 4,465 | | | (397) | |
Other liabilities | | | 8,520 | | | (1,800) | |
Payables to third parties | | | (87,899) | | | (373,252) | |
Checking accounts | | | (699,946) | | | (962,499) | |
Trade payables | | | 12,735 | | | (12,525) | |
Receivables from (payables to) related parties | | | (90,639) | | | (74,874) | |
Banking Issuances | | | 3,750,676 | | | (1,094,678) | |
Salaries and social charges | | | (112,908) | | | (87,601) | |
Taxes and contributions | | | 22,952 | | | 519 | |
Provision for contingencies | | | (7,988) | | | (3,665) | |
| | | 1,895,866 | | | (137,689) | |
Income tax and social contribution paid | | | (14,816) | | | (12,237) | |
Interest income received (paid) | | | 547,562 | | | 548,739 | |
| | | | | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | | | 2,428,612 | | | 398,815 | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
Purchases of property and equipment | 11 | | (294,819) | | | (148,544) | |
Purchases and development of intangible assets | 12 | | (263,512) | | | (259,866) | |
Acquisition of financial investments | | | (1,085,096) | | | (153,785) | |
| | | | | |
NET CASH USED IN INVESTING ACTIVITIES | | | (1,643,427) | | | (562,195) | |
| | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
Borrowings | 19 | | 898,160 | | | 200,000 | |
Payment of borrowings | 19 | | (189,319) | | | — | |
Payment of borrowings Interest | 19 | | (6,290) | | | — | |
Acquisition of treasury shares | 21 | | — | | (45,346) |
Payment of leases | 11 | | (4,409) | | (4,205) |
Derivative Financial Instruments, net | | | (16,028) | | — |
| | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 682,114 | | 150,449 |
| | | | | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | 1,467,299 | | (12,934) |
Cash and cash equivalents at the beginning of the period | 5 | | 2,899,060 | | 1,829,097 |
Cash and cash equivalents at the end of the period | 5 | | 4,366,359 | | 1,816,164 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
PagSeguro Digital Ltd., (“PagSeguro Digital” or the “Company”), is a holding company with its principal executive office located in Cayman Islands, subsidiary of Universo Online S.A. (“UOL”), referred to, together with its subsidiaries, as the “PagSeguro Group”, and was incorporated on July 19, 2017. A total of 99,99% of the shares of PagSeguro Internet Instituição de Pagamento S.A. (“PagSeguro Brazil”) were contributed to PagSeguro Digital on January 4, 2018 and PagSeguro Digital maintains control of PagSeguro Brazil.
PagSeguro Brazil is a privately held corporation established on December 20, 2006, and engages in providing financial technology solutions and services and corresponding related activities, focused principally on micro-merchants and small and medium-sized businesses (“SMBs”).
In January 2023, PagSeguro Biva Serviços Financeiros Ltda. incorporated PagSeguro Biva Correspondente Bancário Ltda and, in July 2023, PagSeguro Instituição de Pagamento S.A. incorporated Registra Seguro S.A.
In July, 2023, PagSeguro Brazil acquired 90% of the shares of NetPos Serviços de Informática S.A. (NetPos), in addition to the 10% previously acquired and obtained 100% of the share capital of the company.
The subsidiaries of PagSeguro Digital are PagSeguro Brazil, PagSeg Participações Ltda. (“PagSeg”), BS Holding Financeira Ltda. (“BS Holding”) and PagSeguro Holding Ltd. (“PSHC”). The PagSeguro Group subsidiaries are as follows:
•PagSeguro Brazil subsidiaries are PagSeguro Biva Securitizadora de Créditos Financeiras S.A. (“Biva Sec”), Fundo de Investimento em Direitos Creditórios – PagSeguro (“FIDC”), Wirecard Brazil Instituição de Pagamento S.A. (“MOIP), Concil Inteligência em Conciliação S.A. (“Concil”) and NetPos Serviços de Informática S.A. (“NetPos”).
•PagSeg subsidiaries are Net+Phone Telecomunicações Ltda. (“Net+Phone”), PagSeguro Tecnologia (“PagSeguro Tecnologia”), BCPS Online Services Lda. (“BCPS”), CDS Serviços Financeiros Ltda. (“CDS”), PagSeguro Biva Serviços Financeiros Ltda. (“Biva Serviços”) and PagBank Participações Ltda. (“Pag Participações”).
•Pag Participações subsidiaries are Tilix Digital Ltda. (“TILIX”), Yamí Software & Inovação Ltda. (“YAMÍ”) and Zygo Serviços de Tecnologia S.A. (“ZYGO”).
•PSHC subsidiaries are PagSeguro Chile SPA (“PagSeguro Chile), PagSeguro Colombia S.A.S (“PagSeguro Colombia), PSGP México S.A de C.V. (“PSGP Mexico”) and PagSeguro Peru S.A.C. (“PagSeguro Peru”).
•BS Holding subsidiaries are BancoSeguro S.A. (“BancoSeguro”) and PagInvest CTVM Ltda. (“PagInvest”).
These consolidated interim financial statements include PagSeguro Brazil, PagSeg, PSHC, BS Holding and corresponding subsidiaries.
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
2.Presentation and preparation of the unaudited condensed consolidated interim financial statements and material accounting policies |
2.1. Basis of preparation of the condensed consolidated interim financial information
These unaudited condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS®"), as issued by the International Accounting Standards Board ("IASB®") and disclose all (and only) the applicable significant information related to the financial statements, which is consistent with the information utilized by management in the performance of its duties. The consolidated interim financial statements are presented in thousands of Brazilian reais, unless otherwise indicated, which is the functional currency of PagSeguro Group.
These unaudited condensed consolidated interim financial statements for three-month periods ended March 31, 2024 were authorized for issuance by the PagSeguro Digital’s Board of Directors on May 17, 2024.
These unaudited condensed consolidated interim financial statements for the three-month periods ended March 31, 2024 have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” as issued by the IASB and disclose all (and only) the applicable significant information related to the financial statements. An entity shall include in its interim financial report an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the entity since the end of the last annual reporting period. Information disclosed in relation to those events and transactions shall update the relevant information presented in the most recent annual financial report.
These unaudited condensed consolidated interim financial statements do not include all the notes of the type normally included in an annual consolidated financial statement. Accordingly, this report is to be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2023 (the “Annual Financial Statements”).
The accounting policies and critical accounting estimates and judgments adopted are consistent with those of the previous financial year and corresponding interim reporting period.
2.2. New accounting standards adopted in 2024
The accounting policies adopted in the preparation of the consolidated interim financial statements for the period ended March 31, 2024 are consistent with those adopted for the year ended December 31, 2023, except for the changes required by the pronouncements, interpretations and standards which became effective on January 1, 2024, as described below.
•Amendment to IAS 1 "Presentation of Financial Statements": issued in May 2020 and 2022, with the objective of clarifying that liabilities are classified as current or non-current, depending on the rights that exist at the end of the period. The classification is not affected by the entity’s expectations or events after the reporting date (eg, receipt of a waiver or breach of covenant). The amendments also clarify what "settlement" of a liability refers to under IAS 1. The amendments to IAS 1 are effective as of January 1, 2024. The Group did not identify material changes in the financial results.
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10 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
2.Presentation and preparation of the unaudited condensed consolidated interim financial statements and material accounting policies (continued)
•Amendments to IFRS 16 – The amendments to IFRS 16 specify that, in measuring the lease liability subsequent to the sale and leaseback, the seller-lessee determines ‘lease payments’ and ‘revised lease payments’ in a way that does not result in the seller-lessee recognizing any amount of the gain or loss that relates to the right of use that it retains. This could particularly impact sale and leaseback transactions where the lease payments include variable payments that do not depend on an index or a rate. The amendments to IFRS 16 are effective as of January 1, 2024. The Group did not identify material changes in the financial results.
•Amendments to IAS 7 and IFRS 7 – The objective of the amendments to IFRS 7 is to provide information about SFAs that enables investors to assess the effects on an entity’s liabilities, cash flows and the exposure to liquidity risk. The amendments to IAS 7 are effective as of January 1, 2024. The Group did not identify material changes in the financial results.
| | |
3.Consolidation of subsidiaries |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of March 31, 2024 |
Company | | Assets | | Liabilities | | Equity | | Net income (loss) for the period | | Ownership - % | | Level |
| | | | | | | | | | | | |
Pagseguro Brazil | | 49,300,149 | | | 39,793,983 | | | 9,506,166 | | | 314,293 | | | 99.99 | | Direct |
BS Holding | | 829,529 | | | 53 | | | 829,476 | | | (4,792) | | | 100.00 | | Direct |
PagSeg Participações | | 2,171,244 | | | 870 | | | 2,170,374 | | | 57,036 | | | 99.99 | | Direct |
PagSeguro Holding | | 3,454 | | | 2,163 | | | 1,291 | | | (1,583) | | | 99.99 | | Direct |
PagBank Participações | | 437,088 | | | 22,186 | | | 414,902 | | | 6,274 | | | 99.99 | | Indirect |
PagInvest Corretora | | 16,294 | | | 59 | | | 16,235 | | | 260 | | | 99.99 | | Indirect |
Net+Phone | | 553,765 | | | 110,297 | | | 443,468 | | | 28,421 | | | 99.99 | | Indirect |
PagSeguro Tecnologia | | 1,134,010 | | | 187,266 | | | 946,744 | | | 15,004 | | | 99.99 | | Indirect |
BCPS | | 3,357 | | | 94 | | | 3,263 | | | 1,100 | | | 99.99 | | Indirect |
BSEC | | 1,442,678 | | | 1,389,412 | | | 53,266 | | | 8,489 | | | 99.99 | | Indirect |
Biva Serviços | | 153,768 | | | 5,549 | | | 148,219 | | | 2,614 | | | 99.99 | | Indirect |
FIDC | | 5,944,841 | | | 871,222 | | | 5,073,619 | | | 807,897 | | | 100.00 | | Indirect |
TILIX | | 51,451 | | | 1,091 | | | 50,360 | | | 1,072 | | | 99.99 | | Indirect |
BancoSeguro | | 33,848,131 | | | 33,056,620 | | | 791,511 | | | (5,107) | | | 100.00 | | Indirect |
Yamí | | 136,712 | | | 851 | | | 135,861 | | | 1,703 | | | 99.99 | | Indirect |
CDS | | 215,342 | | | 1,601 | | | 213,741 | | | 3,627 | | | 99.99 | | Indirect |
ZYGO | | 217,960 | | | 565 | | | 217,395 | | | 3,621 | | | 99.99 | | Indirect |
MOIP | | 674,146 | | | 41,219 | | | 632,927 | | | 10,774 | | | 100.00 | | Indirect |
Concil | | 323,947 | | | 3,027 | | | 320,920 | | | 7,278 | | | 100.00 | | Indirect |
NetPos | | 3,903 | | | 1,658 | | | 2,245 | | | (164) | | | 100.00 | | Indirect |
PagSeguro Chile | | 5,574 | | | 6,528 | | | (954) | | | (692) | | | 100.00 | | Indirect |
PagSeguro Colombia | | 4,008 | | | 3,548 | | | 460 | | | (54) | | | 100.00 | | Indirect |
PSGP México | | 781 | | | 1,508 | | | (727) | | | (745) | | | 100.00 | | Indirect |
PagSeguro Peru | | 3,763 | | | 2,251 | | | 1,512 | | | (92) | | | 100.00 | | Indirect |
| | | | | | | | |
11 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
3.Consolidation of subsidiaries (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2023 (except for net income, that is presented to three-month period ended March 31, 2023) |
Company | | Assets | | Liabilities | | Equity | | Net income (loss) for the period | | Ownership - % | | Level |
| | | | | | | | | | | | |
PagSeguro Brazil | | 43,589,543 | | | 34,397,103 | | | 9,192,440 | | | 265,839 | | | 99.99 | | | Direct |
BS Holding | | 834,565 | | | 225 | | | 834,340 | | | (1,856) | | | 100.00 | | | Direct |
PagSeg Participações | | 2,114,250 | | | 871 | | | 2,113,379 | | | 15,535 | | | 99.99 | | | Direct |
PagSeguro Holding | | 4,369 | | | 2,351 | | | 2,018 | | | (1,233) | | | 99.99 | | | Direct |
PagBank Participações | | 430,782 | | | 272,154 | | | 158,628 | | | (76) | | | 99.99 | | | Indirect |
PagInvest Corretora | | 16,252 | | | 276 | | | 15,976 | | | 101 | | | 99.99 | | | Indirect |
Net+Phone | | 536,583 | | | 121,535 | | | 415,048 | | | 14,932 | | | 99.99 | | | Indirect |
PagSeguro Tecnologia | | 1,123,363 | | | 891,623 | | | 231,740 | | | (295) | | | 99.99 | | | Indirect |
BCPS | | 2,247 | | | 44 | | | 2,203 | | | 195 | | | 99.99 | | | Indirect |
BSEC | | 1,514,756 | | | 146,978 | | | 44,778 | | | 6,285 | | | 99.99 | | | Indirect |
Biva Serviços | | 146,606 | | | 101,001 | | | 45,605 | | | 724 | | | 99.99 | | | Indirect |
FIDC | | 5,324,969 | | | 728,280 | | | 4,596,689 | | | 597,845 | | | 100.00 | | | Indirect |
TILIX | | 51,473 | | | 2,185 | | | 49,288 | | | 917 | | | 99.99 | | | Indirect |
BancoSeguro | | 30,858,054 | | | 30,061,363 | | | 796,691 | | | (2,169) | | | 100.00 | | | Indirect |
Yamí | | 135,126 | | | 100,968 | | | 34,158 | | | (104) | | | 99.99 | | | Indirect |
CDS | | 210,517 | | | 200,403 | | | 10,114 | | | 57 | | | 99.99 | | | Indirect |
Zygo | | 215,856 | | | 152,082 | | | 63,774 | | | (803) | | | 99.99 | | | Indirect |
Moip | | 666,847 | | | 544,695 | | | 122,152 | | | (10,809) | | | 100.00 | | | Indirect |
Concil | | 317,283 | | | 303,640 | | | 13,643 | | | (744) | | | 100.00 | | | Indirect |
PagSeguro Chile | | 7,807 | | | 8,092 | | | (285) | | | (191) | | | 100.00 | | | Indirect |
PagSeguro Colombia | | 5,585 | | | 5,122 | | | 463 | | | (224) | | | 100.00 | | | Indirect |
PSGP México | | 1,590 | | | 2,387 | | | (797) | | | (447) | | | 100.00 | | | Indirect |
PagSeguro Peru | | 2,967 | | | 1,330 | | | 1,637 | | | 370 | | | 100.00 | | | Indirect |
The operational context of the subsidiaries is to be read in conjunction with the annual financial statements for the year ended December 31, 2023.
Operating segments are determined based on the information reported and reviewed by the chief operating decision maker (“CODM”). The Board of Directors has been identified as the CODM and is responsible for allocating resources and assessing the performance of the business and to make PagSeguro Group’s strategic decisions.
Considering that all decisions are based on consolidated reports, and that all decisions related to strategic and financial planning, purchases, investments, and the allocation of funds are made on a consolidated basis, the PagSeguro Group and its subsidiaries operate in a single segment, as financial service agents.
Main companies of PagSeguro Group are domiciled in Brazil and have revenue arising from local customers and customers located abroad. The main revenue is related to sales from the domestic market. The revenue from international market represents 0.6% for the three-month periods ended March 31, 2024 (0.4% for three-month periods ended March 31, 2023).
| | | | | | | | |
12 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
5.Cash and Cash Equivalents |
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Short-term bank deposits | 1,076,288 | | | 2,039,952 | |
Short-term investment | 3,290,071 | | | 859,108 | |
| 4,366,359 | | | 2,899,060 | |
Cash and Cash Equivalents are held for the purpose of meeting short-term cash needs and include cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three-month or less and with immaterial risk of change in value.
Short-term bank deposits are mainly represented by amounts to cover instant payments (PIX), cash on ATMs and clients’ payments. The decrease is mainly due to reserved amount for PIX coverage during the holidays in the end of the year of December 31, 2023.
Short-term investments are mainly represented by deposits with banks with highly liquid investments with original maturities of three-month or less, the increase is due to investments opportunities with an average return of 101% of the CDI (10.65% per year on March 31, 2024 and 11.65% per year on December 31, 2023).
Consists mainly of investments in LFTs and compulsory reserve deposited in Brazilian Central Bank in the amount of R$4,398,524 as of March 31, 2024 (R$3,308,583 as of December 31, 2023) with an average return of 101% of the CDI (10.65% per year as of March 31, 2024 and 11.65% per year as of December 31, 2023), invested to comply with certain requirements for authorized payments institutions and to support the operations for financial institutions as set forth by the Brazilian Central Bank regulation. The LFTs was classified as fair value through other comprehensive income and compulsory reserve as amortized cost. Unrealized accumulated gain on LFTs for three-month ended March 31, 2024 totaled R$7 (loss of R$692 in the three-month period ended in March 31, 2024).
| | | | | | | | |
13 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
The composition of the accounts receivables are as follows:
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Card Issuers and Acquirers (i) | 41,997,450 | | | 40,938,386 | |
Payroll Loans, net (ii) | 1,623,476 | | | 1,317,306 | |
Credit Card Receivables, net (ii) | 558,667 | | | 578,092 | |
Other Loans, net (ii) | 23,280 | | | 47,957 | |
Other accounts receivable (iii) | 44,797 | | | 19,241 | |
Total accounts receivable | 44,247,670 | | | 42,900,983 | |
Current | 42,856,567 | | | 41,757,204 | |
Non - Current | 1,391,103 | | | 1,143,779 | |
(i) Card issuers: receivables derived from transactions where PagSeguro Brazil acts as the financial intermediary in operations with the issuing banks, related to the intermediation agreements between PagSeguro Brazil and Visa, Mastercard, Hipercard, Amex or Elo. However, PagSeguro Brazil’s contractual accounts receivable is with the financial institutions, which are the legal obligors on the accounts receivable payment. Additionally, amounts due within 27 days of the original transaction, including those that fall due with the first installment of installment receivables, are guaranteed by Visa, Mastercard, Hipercard, Amex or Elo, as applicable, if the legal obligors do not make the payment. Acquirers refers to card processing transactions to be received from the acquirers, which are a third parties acting as financial intermediaries between the issuing bank and PagSeguro Brazil.
(ii) Payroll Loans, Credit Cards receivables and Other Loans are presented net of the ECL (“expected credit losses”) and are measured according to the IFRS 9, using: Exposure at Default (EAD) related to the exposed credit risk at default; Probability of Default (PD) related to the probability of the counterparty not meeting its contractual payment obligations; and Loss Given Default (LGD) related to the percentage of the exposure that is not expected to be recovered in the event of default, In addition to the methodology for calculating the allowance for impairment (EAD x PD x LGD). PagSeguro Digital Ltd. takes into consideration the forward-looking information and assumptions as the historical loss experienced at individual transactions level, credit quality and guarantees, economic factors and estimated future cash flows, which could impact the calculation model for provisioning expected credit losses.
(iii) Refers to other dispersed receivables from legal obligors.
The maturity analysis of accounts receivables are as follows:
| | | | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 |
| | | | |
Past due | | 567,582 | | | 664,855 | |
Due within 30 days | | 14,755,887 | | | 16,823,103 | |
Due within 31 to 120 days | | 17,164,072 | | | 14,658,671 | |
Due within 121 to 180 days | | 5,327,047 | | | 5,022,732 | |
Due within 181 to 365 days | | 5,559,617 | | | 5,173,286 | |
Due after 365 days | | 1,391,103 | | | 1,143,779 | |
Expected credit losses | | (517,638) | | | (585,443) | |
| | 44,247,670 | | | 42,900,983 | |
| | | | | | | | |
14 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
7. Accounts receivable (continued)
The maturity analysis of credit receivables as of March 31, 2024, and December 31, 2023 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2024 |
| | Payroll Loans | | Credit Card Receivables | | Other Loans | | Total |
| | | | | | | | |
Past due | | 22,931 | | | 210,142 | | | 334,508 | | | 567,581 | |
Due within 30 days | | 47,259 | | | 229,244 | | | 1,898 | | | 278,401 | |
Due within 31 to 120 days | | 151,492 | | | 140,461 | | | 1,315 | | | 293,268 | |
Due within 121 to 180 days | | 98,468 | | | 86,384 | | | 691 | | | 185,543 | |
Due within 181 to 360 days | | 251,608 | | | 44,453 | | | 783 | | | 296,844 | |
Due after 360 days | | 1,095,231 | | | 4,738 | | | 1,453 | | | 1,101,422 | |
| | 1,666,989 | | | 715,422 | | | 340,648 | | | 2,723,059 | |
Expected credit losses | | (43,513) | | | (156,755) | | | (317,370) | | | (517,638) | |
Receivables net of ECL | | 1,623,476 | | | 558,667 | | | 23,278 | | | 2,205,423 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 |
| | Payroll Loans | | Credit Card Receivables | | Other Loans | | Total |
| | | | | | | | |
Past due | | 21,921 | | | 247,542 | | | 395,392 | | | 664,855 | |
Due within 30 days | | 39,939 | | | 233,190 | | | 3,611 | | | 276,739 | |
Due within 31 to 120 days | | 125,458 | | | 143,967 | | | 6,518 | | | 275,944 | |
Due within 121 to 180 days | | 74,979 | | | 86,614 | | | 1,063 | | | 162,655 | |
Due within 181 to 360 days | | 207,902 | | | 46,120 | | | 1,482 | | | 255,505 | |
Due after 360 days | | 885,366 | | | 6,061 | | | 1,672 | | | 893,100 | |
| | 1,355,565 | | | 763,496 | | | 409,737 | | | 2,528,798 | |
Expected credit losses | | (38,259) | | | (185,404) | | | (361,780) | | | (585,443) | |
Receivables net of ECL | | 1,317,306 | | | 578,092 | | | 47,957 | | | 1,943,355 | |
For the credit receivables the weighting of objective factors plus the analysis of the coverage percentage of accessory guarantees leads to the customer rating this allows the grouping of customers with similar credit risks and classification into one of the following stages as suggested by IFRS9:
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2024 |
| | Credit Amount | | Exposure off balance credit limits not used | | Expected Credit Losses |
| | | | | | |
Payroll Loans | | | | | | |
Stage 1 | | 1,628,022 | | | — | | | (7,457) | |
Stage 2 | | 4,225 | | | — | | | (3,322) | |
Stage 3 | | 34,743 | | | — | | | (32,734) | |
Credit Card Receivables | | | | | | |
Stage 1 | | 351,199 | | | 903,963 | | | (3,062) | |
Stage 2 | | 189,010 | | | 382,773 | | | (9,615) | |
Stage 3 | | 175,211 | | | 3,450 | | | (144,078) | |
Other Loans | | | | | | |
Stage 1 | | 5,764 | | | — | | | (827) | |
Stage 2 | | 482 | | | — | | | (313) | |
Stage 3 | | 334,403 | | | — | | | (316,230) | |
Total | | 2,723,059 | | | 1,290,186 | | | (517,638) | |
| | | | | | | | |
15 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
7. Accounts receivable (continued)
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 |
| | Credit Amount | | Exposure off balance credit limits not used | | Expected Credit Losses |
| | | | | | |
Payroll Loans | | | | | | |
Stage 1 | | 1,317,858 | | | — | | | (6,564) | |
Stage 2 | | 5,147 | | | — | | | (887) | |
Stage 3 | | 32,560 | | | — | | | (30,808) | |
Credit Card Receivables | | | | | | |
Stage 1 | | 360,231 | | | 852,138 | | | (3,685) | |
Stage 2 | | 185,325 | | | 323,776 | | | (10,203) | |
Stage 3 | | 217,937 | | | 3,618 | | | (171,516) | |
Other Loans | | | | | | |
Stage 1 | | 12,710 | | | — | | | (4,609) | |
Stage 2 | | 2,194 | | | — | | | (1,415) | |
Stage 3 | | 394,834 | | | — | | | (355,756) | |
Total | | 2,528,797 | | | 1,179,532 | | | (585,443) | |
| | | | | | | | |
16 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
7. Accounts receivable (continued)
The reconciliation of credit portfolio operations segregated by stages:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stage 1 | | December 31, 2023 | | Transfer to Stage 2 | | Transfer to Stage 3 | | Cure from Stage 2 | | Cure From Stage 3 | | Write-off | | Additions/Reversals | | March 31, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | 1,317,860 | | | (3,721) | | | (1,428) | | | 139 | | | 69 | | | — | | | 315,103 | | | 1,628,022 | |
Credit Card Receivables | | 360,231 | | | (43,550) | | | (759) | | | 18,963 | | | 122 | | | — | | | 16,192 | | | 351,199 | |
Other Loans | | 12,710 | | | (79) | | | (3,144) | | | — | | | — | | | | | (3,723) | | | 5,764 | |
| | 1,690,801 | | | (47,350) | | | (5,331) | | | 19,102 | | | 191 | | | — | | | 327,572 | | | 1,984,985 | |
| | | | | | | | | | | | | | | | |
Stage 2 | | December 31, 2023 | | Transfer from Stage 1 | | Transfer to Stage 3 | | Cure to Stage 1 | | Cure from Stage 3 | | Write-off | | Additions/Reversals | | March 31, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | 5,147 | | | 3,721 | | | (4,509) | | | (139) | | | 58 | | | — | | | (53) | | | 4,225 | |
Credit Card Receivables | | 185,325 | | | 43,550 | | | (20,079) | | | (18,963) | | | 133 | | | — | | | (956) | | | 189,010 | |
Other Loans | | 2,194 | | | 79 | | | (1,476) | | | — | | | — | | | — | | | (315) | | | 482 | |
| | 192,666 | | 47,350 | | (26,064) | | (19,102) | | 191 | | — | | (1,324) | | 193,717 |
| | | | | | | | | | | | | | | | |
Stage 3 | | December 31, 2023 | | Transfer from Stage 1 | | Transfer from Stage 2 | | Cure to Stage 1 | | Cure to Stage 2 | | Write-off | | Additions/Reversals | | March 31, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | 32,560 | | | 1,428 | | | 4,511 | | | (69) | | | (58) | | | (3,060) | | | (569) | | | 34,743 | |
Credit Card Receivables | | 217,937 | | | 759 | | | 20,078 | | | (122) | | | (133) | | | (41,106) | | | (22,202) | | | 175,211 | |
Other Loans | | 394,834 | | | 3,144 | | | 1,475 | | | — | | | — | | | (54,260) | | | (10,791) | | | 334,403 | |
| | 645,331 | | 5,331 | | 26,064 | | (191) | | (191) | | (98,426) | | (33,561) | | 544,357 |
The reconciliation of expected credit losses of credit portfolio receivables segregated by stages:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stage 1 | | December 31, 2023 | | Transfer to Stage 2 | | Transfer to Stage 3 | | Cure from Stage 2 | | Cure From Stage3 | | Write-off | | Additions/Reversals | | March 31, 2024 |
| | | | | | | | | | | | | | | | |
Payroll loans | | (6,564) | | | 94 | | | 141 | | | (6) | | | (2) | | | — | | | (1,121) | | | (7,457) | |
Credit Card Receivables | | (3,685) | | | 527 | | | 24 | | | (201) | | | (2) | | | — | | | 275 | | | (3,062) | |
Other Loans | | (4,609) | | | 6 | | | 2,835 | | | — | | | — | | | — | | | 941 | | | (827) | |
| | (14,858) | | | 627 | | | 2,992 | | | (207) | | | (4) | | | — | | | 95 | | | (11,347) | |
| | | | | | | | | | | | | | | | |
Stage 2 | | December 31, 2023 | | Transfer from Stage 1 | | Transfer to Stage 3 | | Cure to Stage 1 | | Cure from Stage 3 | | Write-off | | Additions/Reversals | | March 31, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | (887) | | | (94) | | | 805 | | | 6 | | | (3) | | | — | | | (3,151) | | | (3,322) | |
Credit Card Receivables | | (10,203) | | | (527) | | | 5,162 | | | 201 | | | (45) | | | — | | | (4,203) | | | (9,615) | |
Other Loans | | (1,415) | | | (6) | | | 942 | | | — | | | — | | | — | | | 166 | | | (313) | |
| | (12,505) | | (627) | | 6,911 | | 207 | | (47) | | — | | (7,189) | | (13,256) |
| | | | | | | | | | | | | | | | |
Stage 3 | | December 31, 2023 | | Transfer from Stage 1 | | Transfer from Stage 2 | | Cure to Stage 1 | | Cure to Stage 2 | | Write-off | | Additions/Reversals | | March 31, 2024 |
| | | | | | | | | | | | | | | | |
Payroll Loans | | (30,808) | | | (141) | | | (807) | | | 2 | | | 3 | | | 3,060 | | | (4,043) | | | (32,734) | |
Credit Card Receivables | | (171,516) | | | (22) | | | (5,163) | | | 2 | | | 44 | | | 41,106 | | | (8,529) | | | (144,077) | |
Other Loans | | (355,756) | | | (2,836) | | | (942) | | | — | | | — | | | 54,260 | | | (10,955) | | | (316,230) | |
| | (558,080) | | (2,992) | | (6,911) | | 4 | | 47 | | 98,426 | | (23,527) | | (493,043) |
| | | | | | | | |
17 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
7. Accounts receivable (continued)
The movement in the allowance for expected credit losses of credit receivables is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Expected Credit Losses | | Payroll Loans | | Credit Card Receivables | | Other Loans | | Total |
| | | | | | | | |
December 31, 2023 | | (38,259) | | (185,404) | | (361,780) | | (585,442) |
Additions | | (16,291) | | (39,673) | | (21,202) | | (77,166) |
Reversals | | 7,977 | | 27,216 | | 11,352 | | 46,545 |
Write-Off (i) | | 3,060 | | 41,106 | | 54,260 | | 98,426 |
March 31, 2024 | | (43,513) | | (156,755) | | (317,370) | | (517,638) |
(i) Based on the PagSeguro credit risk classification model, which assesses the risk of insolvency and default of counterparties related to credit receivables, for the three months ended on March 31, 2024, the Company carried out a partial write-off of credit receivables, for cases in which the Company does not expect to receive these amounts. The credit card receivables were written-off in the amount of R$41,106, working capital loans were written-off in the amount R$54,260 and payroll loans were written-off in the amount R$3,060 against the related provision for ECL recognized in previous periods.
| | | | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 |
| | | | |
Income tax and social contribution (i) | | 472,116 | | | 449,080 | |
Social integration program (ii) | | 95,436 | | | 94,932 | |
Other | | 16,614 | | | 19,293 | |
| | 584,166 | | | 563,305 | |
(i) Refers mainly to withholding taxes from income tax and social contribution.
(ii) Refers to Social Integration Program (PIS) and Social Contribution on Revenues (COFINS) recoverable on transaction activities and other services.
| | | | | | | | |
18 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
9.Related-party balances and transactions |
i) Balances and transactions with related parties
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| Receivables | | Payables | | Receivables | | Payables |
| | | | | | | |
Banking Issuances (a) | | | | | | | |
UOL | — | | | 160,794 | | | — | | | 208,718 | |
UOL Cursos Tec. Ed. Ltda. | — | | | 97,403 | | | — | | | 127,471 | |
Web Jump Desing em Informática Ltda. | — | | | 11,311 | | | — | | | 8,684 | |
Ingresso.com Ltda. | — | | | 26,877 | | | — | | | 30,856 | |
Invillia Desenvolvimento de produtos Digitais Ltda. | — | | | 32,168 | | | — | | | 41,554 | |
Invillia Holding Ltda. | — | | | 2,101 | | | — | | | 3,132 | |
| — | | | 330,654 | | | — | | | 420,415 | |
Other transactions and services | | | | | | | |
UOL - sales of services (b) | — | | | 18,231 | | | — | | | 15,784 | |
Compass. UOL Tecnologia - Sales of Services (b) | — | | | 5,146 | | | — | | | 646 | |
Compass.UOL Informática Ltda. - Sales of Services (b) | — | | | 12,583 | | | — | | | 13,089 | |
Invillia Desenvolvimento de produtos Digitais Ltda - Sales of Services (b) | — | | | 11,274 | | | — | | | 11,121 | |
EDGE.UOL Tecnologia Ltda. - Sales of Services (b) | — | | | 174 | | | — | | | 171 | |
UOL - Shared Service Costs (c) | — | | | 9,850 | | | — | | | 8,659 | |
Digital Services UOL S.A. - Borrowing (d) | 32,112 | | | — | | | 32,281 | | | — | |
Others | — | | | 7,248 | | | — | | | 6,920 | |
| 32,112 | | | 64,506 | | | 32,281 | | | 56,390 | |
| | | | | | | |
Current | 4,170 | | | 105,054 | | | 4,307 | | | 135,478 | |
Non - current | 27,942 | | | 290,106 | | | 27,974 | | | 341,326 | |
(a) Certificate of Deposits (CD) acquired by related parties from BancoSeguro with interest rate between 104% to 106% (104% to 106% in December 31, 2023) per year of CDI. The maturity analysis is as follows:
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Due within 181 to 365 days | 42,630 | | | 79,089 | |
Due to 365 days or more days | 288,024 | | | 341,326 | |
| 330,654 | | | 420,415 | |
(b) Sales of Services refer mainly to the purchase of advertising services from UOL, colocation, development of software and cloud services.
(c) Shared Services Costs mainly related to payroll costs that are incurred by the parent company UOL and are charged to PagSeguro Group.
(d) This receivable refers to borrowing made from Biva Sec with interest rate of 100% of CDI plus 2.5% per year.
| | | | | | | | |
19 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
9. Related-party balances and transactions (continued)
ii) Revenue and expense from transactions with related parties
| | | | | | | | | | | | | | | | | | | | | | | |
| Three-month ended March 31, |
| 2024 | | 2023 |
| Revenue | | Expense | | Revenue | | Expense |
| | | | | | | |
Banking Issuances (a) | | | | | | | |
UOL | — | | | 4,340 | | | — | | | 9,324 | |
Passei Direto S.A. | — | | | — | | | — | | | 323 | |
Web Jump Desing em Informática Ltda | — | | | 193 | | | — | | | 537 | |
Ingresso.com Ltda | — | | | 792 | | | — | | | 503 | |
UOL Cursos Tec. Ed. Ltda. | — | | | 2,748 | | | — | | | 2,643 | |
Invillia Desenvolvimento de produtos Digitais Ltda | — | | | 1,043 | | | — | | | 3,826 | |
| — | | | 9,116 | | | — | | | 17,156 | |
Other transactions and services | | | | | | | |
UOL - Sales of Services (b) | 783 | | | 21,957 | | | 793 | | | 18,804 | |
Digital Services UOL S.A - Sales of Services (b) | — | | | 1 | | | — | | | 579 | |
Compass Tecnologia Ltda. - Sales of Services (b) | — | | | 1,109 | | | — | | | 1,533 | |
Compass UOL S.A.- Sales of Services (b) | — | | | 38,123 | | | — | | | 42,898 | |
Invillia Desenvolvimento de produtos Digitais Ltda - Sales of Services (b) | — | | | 475 | | | — | | | — | |
EDGE.UOL Tecnologia Ltda. - Sales of Services (b) | — | | | 556 | | | — | | | — | |
UOL - Shared Service Costs (c) | — | | | 29,959 | | | — | | | 27,755 | |
Digital Services UOL S.A. - Borrowing (d) | 1,026 | | | — | | | — | | | — | |
Others | 244 | | | 1,896 | | | 205 | | | 1,571 | |
| 2,053 | | | 94,076 | | | 998 | | | 93,140 | |
(a) Expenses are related to Certificate of Deposits (CD) from BancoSeguro.
(b) Sales of Services are related to advertising services from UOL, revenue is related to intermediation fee and expenses related to colocation and cloud services.
(c) Shared Services Costs mainly related to payroll costs sharing that are incurred by the parent company UOL and are charged to PagSeguro Group. Such costs are included in administrative expenses.
(d) Revenue refers to borrowing made from Biva Sec with interest rate of 100% of CDI plus 2.5% per year.
iii) Key management compensation
Key management compensation includes short and long-term benefits of PagSeguro Brazil's executive officers. The short and long-term compensation related to the executive officers for the three-month periods ended March 31, 2024 amounted to R$14,016 (R$8,690 for the three-month period ended March 31, 2023)
On July 18, 2023, PagSeguro Brazil acquired 90% of the share capital, in addition to the 10% previously acquired and obtained 100% of the share capital of NetPos. Total consideration paid in cash amounted to R$32 million and was made in only one installment with the total net assets acquired at fair value amounting to R$16,069. NetPos main activity is the focused-on software solutions to improve the management of business in the information technology industry.
| | | | | | | | |
20 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
10. Business Combination (continued)
The preliminary purchase price allocation (“PPA”) considered the recognition of a customer portfolio with a fair value of R$1,367, non-compete agreement of R$1,154 and software of R$22,208 and recognition of deferred income tax on allocations above, resulting in the recognition of goodwill of R$15,931. This goodwill is attributable to the workforce and the high profitability of the acquired business and will not be deductible for tax purposes.
The PPA was elaborated considering projections for the period of three years based on management’s budgets for NetPos and applying an inflation rate plus the estimated growth of GDP of services (fluctuating from 3.5% to 5% per year) to project future cash flows, with a discount based on the weighted average cost of capital (fluctuating from 16% to 16.5% per year).
This acquisition is in accordance with PagSeguro Group’s business strategies, ramping up investments on new technologies, products, and services for the Group’s digital ecosystem. The fair value of assets and liabilities acquired in 2023 was as follows:
| | | | | |
| December 31, 2023 |
| |
Fair value recognized on acquisition | |
Cash and cash equivalents | 4,567 | |
Accounts receivable | 1,409 | |
Taxes recoverable | 26 | |
Other assets | 472 | |
Liabilities | (2,415) | |
Other payables (Dividends) | (4,311) | |
Deferred income tax and social contribution | (8,408) | |
Intangible assets: | |
Softwares | 22,208 | |
Customer portfolio | 1,367 | |
Non-compete agreement | 1,154 | |
Net identified assets acquired | 16,069 | |
Goodwill | 15,931 | |
Net assets acquired | 32,000 | |
Cash consideration | 32,000 | |
Dividends paid | 3,880 | |
Cash and cash equivalents acquired | (4,567) | |
Amount paid on acquisition, net of cash acquired | 31,313 | |
| | | | | | | | |
21 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
11.Property and equipment |
a) Property and equipment are composed as follows:
| | | | | | | | | | | | | | | | | |
| March 31, 2024 |
| Cost | | Accumulated depreciation | | Net |
| | | | | |
Data processing equipment | 242,177 | | | (94,423) | | | 147,754 | |
Machinery and equipment (i) | 3,837,699 | | | (1,597,021) | | | 2,240,678 | |
Buildings Leasing (ii) | 156,094 | | | (65,440) | | | 90,654 | |
Other | 45,782 | | | (19,148) | | | 26,634 | |
Total | 4,281,752 | | | (1,776,032) | | | 2,505,720 | |
| | | | | |
| December 31, 2023 |
| Cost | | Accumulated depreciation | | Net |
| | | | | |
Data processing equipment | 244,452 | | | (90,976) | | | 153,476 | |
Machinery and equipment (i) | 3,658,969 | | | (1,482,900) | | | 2,176,069 | |
Buildings Leasing (ii) | 154,343 | | | (60,812) | | | 93,531 | |
Other | 47,540 | | | (19,605) | | | 27,935 | |
Total | 4,105,304 | | | (1,654,293) | | | 2,451,011 | |
| | | | | | | | |
22 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
11. Property and equipment (continued)
b) The changes in cost and accumulated depreciation were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Data processing equipment | | Machinery and equipment (i) | | Buildings Leasing (ii) | | Other | | Total |
| | | | | | | | | |
On December 31, 2022 | | | | | | | | | |
Cost | 214,279 | | | 3,382,067 | | | 102,145 | | | 33,692 | | | 3,732,183 | |
Accumulated depreciation | (68,274) | | | (1,115,120) | | | (43,901) | | | (11,389) | | | (1,238,684) | |
Net book value | 146,005 | | | 2,266,947 | | | 58,244 | | | 22,303 | | | 2,493,499 | |
| | | | | | | | | |
On December 31, 2023 | | | | | | | | | |
Opening balance | | | | | | | | | |
Cost | 30,173 | | | 276,902 | | | 52,198 | | | 13,848 | | | 373,121 | |
Purchases | 30,242 | | | 902,688 | | | 55,975 | | | 18,628 | | | 1,007,533 | |
Disposals/Provisions (iii) | (862) | | | (625,786) | | | (3,777) | | | (4,822) | | | (635,247) | |
Acquisition of subsidiary | 793 | | | — | | | — | | | 42 | | | 835 | |
Depreciation | (22,702) | | | (367,780) | | | (16,911) | | | (8,216) | | | (415,609) | |
Depreciation | (23,200) | | | (692,762) | | | (18,525) | | | (9,335) | | | (743,822) | |
Disposals | 844 | | | 324,982 | | | 1,614 | | | 1,136 | | | 328,576 | |
Acquisition of subsidiary | (346) | | | — | | | — | | | (17) | | | (363) | |
Net book value | 153,476 | | | 2,176,069 | | | 93,531 | | | 27,935 | | | 2,451,011 | |
| | | | | | | | | |
On December 31, 2023 | | | | | | | | | |
Cost | 244,452 | | | 3,658,969 | | | 154,343 | | | 47,540 | | | 4,105,304 | |
Accumulated depreciation | (90,976) | | | (1,482,900) | | | (60,812) | | | (19,605) | | | (1,654,293) | |
Net book value | 153,476 | | | 2,176,069 | | | 93,531 | | | 27,935 | | | 2,451,011 | |
| | | | | | | | | |
On March 31, 2024 | | | | | | | | | |
Cost | (2,275) | | | 178,730 | | | 1,751 | | | (1,758) | | | 176,448 | |
Purchases | 260 | | | 291,508 | | | 1,751 | | | 3,051 | | | 296,570 | |
Disposals/Provisions (iii) | (2,535) | | | (112,778) | | | — | | | (4,809) | | | (120,122) | |
Depreciation | (3,447) | | | (114,121) | | | (4,628) | | | 457 | | | (121,739) | |
Depreciation | (5,866) | | | (181,857) | | | (4,628) | | | (3,885) | | | (196,236) | |
Disposals | 2,419 | | | 67,736 | | | — | | | 4,342 | | | 74,497 | |
Net book value | 147,754 | | | 2,240,678 | | | 90,654 | | | 26,634 | | | 2,505,720 | |
| | | | | | | | | |
On March 31, 2024 | | | | | | | | | |
Cost | 242,177 | | | 3,837,699 | | | 156,094 | | | 45,782 | | | 4,281,752 | |
Accumulated depreciation | (94,423) | | | (1,597,021) | | | (65,440) | | | (19,148) | | | (1,776,032) | |
Net book value | 147,754 | | | 2,240,678 | | | 90,654 | | | 26,634 | | | 2,505,720 | |
(i) Net book value of POS devices is R$2,193,651 (R$2,127,236 as of December 31, 2023), which are depreciated over 5 years, The depreciation of POS in the three-month period ended March 31, 2024, amounted to R$180,101 (R$166,409 in the three-month period ended March 31, 2023). On March 31, 2024. PagSeguro have contractual obligations to acquire POS devices in the amount of R$360,006 (R$366,172 as of December 31, 2023).
(ii) As of March 31, 2024, PagSeguro had a lease liability presented in other current liabilities in the amount of R$15,683 (R$14,777 as of December 31, 2023) and as non-current liability in the amount of R$77,776 (R$81,087 as of December 31, 2023). For the three-month ended March 31, 2024, the Company incurred in financial costs related to these leases of R$4,409 (R$4,205 in the three-month period ended March 31, 2023).
(iii) The Company monitors closely merchants activity and POS’ life-time value. If the company detects inactivity for a certain period of time, the company provisions write-off of POS devices associated. During the three-month period ended March 31, 2024, the provision for the net book value amounted R$56,163 (R$121,601 are cost and R$65,438 are accumulated depreciation), in comparison to R$61,654 (R$135,183 are cost and R$73,529 are accumulated depreciation) for the three-month period ended March 31, 2023. .
| | | | | | | | |
23 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
a) Intangible assets are composed as follows:
| | | | | | | | | | | | | | | | | |
| March 31, 2024 |
| Cost | | Accumulated amortization | | Net |
| | | | | |
Expenditures related to software and technology (i) | 4,149,213 | | | (1,930,659) | | | 2,218,554 | |
Software licenses | 337,160 | | | (166,617) | | | 170,543 | |
Goodwill | 227,066 | | | — | | | 227,066 | |
Other | 70,569 | | | (43,712) | | | 26,857 | |
| 4,784,008 | | | (2,140,988) | | | 2,643,020 | |
| | | | | |
| December 31, 2023 |
| Cost | | Accumulated amortization | | Net |
| | | | | |
Expenditures related to software and technology (i) | 3,887,300 | | | (1,756,871) | | | 2,130,429 | |
Software licenses | 335,561 | | | (152,123) | | | 183,438 | |
Goodwill | 227,066 | | | — | | | 227,066 | |
Other | 70,569 | | | (40,433) | | | 30,136 | |
| 4,520,496 | | | (1,949,427) | | | 2,571,069 | |
(i) The PagSeguro Group capitalizes expenses incurred with the development of platforms, which are amortized over their useful lives of approximately five years.
| | | | | | | | |
24 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
12. Intangible assets (continued)
The changes in cost and accumulated amortization were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Expenditures with software and technology | | Software licenses | | Goodwill | | Other | | Total |
| | | | | | | | | |
On December 31, 2022 | | | | | | | | | |
Cost | 2,904,505 | | | 257,096 | | | 209,908 | | | 67,768 | | | 3,439,277 | |
Accumulated amortization | (1,155,187) | | | (97,698) | | | — | | | (27,619) | | | (1,280,504) | |
Net book value | 1,749,318 | | | 159,398 | | | 209,908 | | | 40,149 | | | 2,158,773 | |
| | | | | | | | | |
On December 31, 2023 | | | | | | | | | |
Cost | 982,795 | | | 78,465 | | | 17,158 | | | 2,801 | | | 1,081,219 | |
Additions (i) | 983,017 | | | 78,465 | | | 17,158 | | | 2,801 | | | 1,081,441 | |
Disposals | (222) | | | — | | | — | | | — | | | (222) | |
Amortization | (601,684) | | | (54,425) | | | — | | | (12,814) | | | (668,923) | |
Amortization | (601,777) | | | (54,425) | | | — | | | (12,814) | | | (669,016) | |
Disposals | 93 | | | — | | | — | | | — | | | 93 | |
Net book value | 2,130,429 | | | 183,438 | | | 227,066 | | | 30,136 | | | 2,571,069 | |
| | | | | | | | | |
On December 31, 2023 | | | | | | | | | |
Cost | 3,887,300 | | | 335,561 | | | 227,066 | | | 70,569 | | | 4,520,496 | |
Accumulated amortization | (1,756,871) | | | (152,123) | | | — | | | (40,433) | | | (1,949,427) | |
Net book value | 2,130,429 | | | 183,438 | | | 227,066 | | | 30,136 | | | 2,571,069 | |
| | | | | | | | | |
On March 31, 2024 | | | | | | | | | |
Cost | 261,913 | | | 1,599 | | | — | | | — | | | 263,512 | |
Additions (i) | 261,913 | | | 1,599 | | | — | | | — | | | 263,512 | |
Amortization | (173,788) | | | (14,494) | | | — | | | (3,279) | | | (191,561) | |
Amortization | (173,788) | | | (14,494) | | | — | | | (3,279) | | | (191,561) | |
Net book value | 2,218,554 | | | 170,543 | | | 227,066 | | | 26,857 | | | 2,643,020 | |
| | | | | | | | | |
On March 31, 2024 | | | | | | | | | |
Cost | 4,149,213 | | | 337,160 | | | 227,066 | | | 70,569 | | | 4,784,008 | |
Accumulated amortization | (1,930,659) | | | (166,617) | | | — | | | (43,712) | | | (2,140,988) | |
Net book value | 2,218,554 | | | 170,543 | | | 227,066 | | | 26,857 | | | 2,643,020 | |
(i) Refers to several and diverse expenditures with software and technology, mainly related to customer experience functionalities, such as digital payment and digital banking account.
| | | | | | | | |
25 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
12. Intangible assets (continued)
The goodwill is allocated to the Cash Generating Units (CGUs) in each of the acquired companies that generated the goodwill and is demonstrated below:
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
MOIP | 148,218 | | | 148,218 | |
Concil | 20,731 | | | 20,731 | |
Netpos | 17,158 | | | 17,158 | |
Biva Serviços | 14,627 | | | 14,627 | |
Banco Seguro | 12,612 | | | 12,612 | |
PagSeguro Tecnologia | 6,570 | | | 6,570 | |
Zygo | 5,768 | | | 5,768 | |
Yami | 1,382 | | | 1,382 | |
Total | 227,066 | | | 227,066 | |
The recoverable amount of a CGU is determined based on value-in-use calculations, Company tested the recoverability of these assets for the year ended December 31, 2023 and concluded that the book balances of goodwill recorded are recoverable, for March 31, 2024 the Company evaluated and no new indicatives are came, therefore, no provision for impairment of was accounted for.
| | |
13.Payables to third parties |
Payables to merchants, in the amount of R$10,063,180 (R$10,151,464 as of December 31, 2023) correspond mainly to amounts to be paid to merchants related to transactions carried out by their card holders, net of the intermediation fees and discounts applied.
In the financial statements ended December 31, 2023, Checking Accounts were presented in the Note Payables to Third Parties. Moving forward, Checking Accounts will be booked separately, being composed by the following balances described below:
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Banking accounts (i) | 8,698,569 | | | 9,316,715 | |
Merchant's payment account (ii) | 2,156,421 | | | 2,066,209 | |
| 10,854,990 | | | 11,382,924 | |
(i) Refers to the balance of the clients maintained in their banking accounts that are invested in Certificate of Deposits with interest of 100% of CDI, but are only paid in the 30 days anniversary.
(ii) Refers to merchant’s payment account that PagSeguro acquire treasury bonds to comply with certain requirements as mentioned in note 6.
During the three-month period ended March 31, 2024, the average interest cost associated to Checking Accounts amounted 69% of CDI (72% of CDI on December 31, 2023).
| | | | | | | | |
26 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Certificate of Deposits (i) | 15,092,222 | | | 13,062,034 | |
Interbank Deposits (ii) | 4,613,877 | | | 3,126,406 | |
| 19,706,099 | | | 16,188,440 | |
Current | 13,473,326 | | | 11,365,373 | |
Non - Current | 6,232,773 | | | 4,823,067 | |
(i)During the three-month period ended March 31, 2024, the average interest cost associated amounted 109% of CDI (110% of CDI in December 31, 2023). Some deposits have interest rates correlated to the IPCA (Brazilian inflation rates) and fixed rates. For these certificates of deposit, the Company contract derivative financial instruments (“Swaps”) with the specific objective of protecting deposit from fluctuations arising from inflation, changing IPCA and fixed rates for CDI rates. More details of financial instruments in note 27.
(ii)During the three-month period ended March 31, 2024, the average interest cost associated amounted 111% of CDI (111% of CDI on December 31, 2023).
The maturity analysis of banking issuances based on due date of the agreements (disregarding that some can be withdrawn at any time, which is limited to the contracts with a due date of less than 360 days) is as follows:
| | | | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 |
| | | | |
Due within 30 days | | 3,035,952 | | | 1,621,234 | |
Due within 31 to 120 days | | 6,519,837 | | | 6,087,472 | |
Due within 121 to 180 days | | 1,934,636 | | | 2,513,783 | |
Due within 181 to 360 days | | 1,982,901 | | | 1,142,884 | |
Due within 361 days or more days | | 6,232,773 | | | 4,823,067 | |
| | 19,706,099 | | | 16,188,440 | |
The changes in the amount were as follows:
| | | | | |
On December 31, 2022 | 11,995,288 |
Additions | 17,958,706 |
Withdraws | (14,408,110) |
Interest | 642,556 |
On December 31, 2023 | 16,188,440 |
Additions | 12,276,635 |
Withdraws | (9,038,651) |
Interest | 279,675 |
March 31, 2024 | 19,706,099 |
| | |
16. Salaries and social security charges |
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Payroll accruals and profit sharing | 159,784 | | | 209,343 | |
Payroll taxes (LTIP) (i) | 21,567 | | | 73,881 | |
Social charges | 36,626 | | | 47,603 | |
Other | 14,362 | | | 14,421 | |
| 232,339 | | | 345,248 | |
(i) Refers to social charges and income tax over LTIP and LTIP goals balances. The decrease refers mainly to payments in February 2024.
| | | | | | | | |
27 | | |
investors.pagseguro.com | | |
PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
17. Taxes and contributions |
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Taxes | | | |
Services tax (i) | 195,948 | | | 193,048 | |
Social integration program (ii) | 63,843 | | | 57,318 | |
Social contribution on revenues (ii) | 392,834 | | | 358,429 | |
Income tax and social contribution (iii) | 5,804 | | | 4,476 | |
Other | 20,248 | | | 24,840 | |
| 678,677 | | | 638,111 | |
| | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Judicial deposits (iv) | | | |
Services tax (i) | (179,460) | | | (176,330) | |
Social integration program (ii) | (31,490) | | | (30,908) | |
Social contribution on revenues (ii) | (193,783) | | | (190,202) | |
| (404,733) | | | (397,440) | |
| 273,944 | | | 240,671 | |
(i) Refers to tax on revenues.
(ii) Refers mainly to Social Integration Program (PIS) and Social Contribution on Revenues (COFINS) charged on financial income.
(iii) Refers to the income tax and social contribution payable.
(iv) The PagSeguro Group obtained until January 2021 court decisions to deposit the amount related to the payments in escrow for matters discussed in items "i" and "ii" and above.
| | |
18.Provision for contingencies |
PagSeguro Group is party to labor and civil litigation in progress and are discussing such matters at the administrative and judicial levels, for which in some cases the PagSeguro Group has made corresponding judicial deposits. The likelihood of a negative outcome is assessed periodically and adjusted by management, when appropriate. Such assessment considers the opinion of its external legal advisors.
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Civil | 48,042 | | | 43,716 | |
Labor | 60,155 | | | 53,503 | |
| 108,197 | | | 97,219 | |
| | | |
Current | 102,713 | | | 91,490 | |
Non-Current | 5,484 | | | 5,729 | |
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
18.Provision for contingencies (continued)
Below it is demonstrated the movements of the provision for contingencies in the three-month ended March 31, 2024:
| | | | | |
On December 31, 2022 | 60,603 |
Accrual | 69,916 |
Settlement | (39,371) |
Interest | 6,071 |
On December 31, 2023 | 97,219 |
Accrual | 15,569 |
Settlement | (9,323) |
Interest | 4,732 |
On March 31, 2024 | 108,197 |
The PagSeguro Group is party to tax and civil lawsuits involving risks classified as possible losses, for which no provision was recognized as of March 31, 2024, totaling R$822,023 (December 31, 2023 – 760,947). The main tax lawsuits are disclosed below:
On October 15, 2021, Pagseguro Internet was assessed by the Brazilian Internal Revenue Service (“IRS”) for not collecting tax on financial operation ("IOF") on intercompany loans, IOF is applicable over credit transactions of any nature, including intercompany loans. The amount of this assessment was R$298,960 (R$293,264 in December 31, 2023).
The Company has presented its defense, clarifying that the transactions carried out among PagSeguro and its subsidiaries are not credit transactions. The Group has a centralized cash pool and, according to the law, this kind of intercompany transaction is not taxable by IOF.
Additionally, has one contingency related to labor taxes in the amount of R$203,554 (R$190,709 in December 31, 2023).
In March 2023, the PagSeguro Group contracted a US$38,4 million borrowing agreement with maturity one year from the execution date and payment in two half-year installments. On the date the agreement was signed, the foreign exchange rate was R$ 5,2149 per US dollar amounting to R$200,000. The Company contracted derivative financial instruments (“Swaps”), with the specific objective of protecting the borrowing from fluctuations arising from exchange rate variation. The final remuneration, considering all the costs of the operation, is equivalent to 111.0% of the CDI. The PagSeguro Group has R$12,630 of interest accumulated and liquidated in two installments, the first of R$6,340 was liquidated in September 2023 and in March 2024, the Group has liquidated the second installment of R$6,290 and has paid the principal of the borrowing in the amount of R$189,319.
In April 2023, the Group contracted a R$100 million borrowing agreement with maturity three month from the execution date, the payment will be in a single installment at the due date and the interest rate was 107.5% of the CDI. In July 2023, the PagSeguro Group liquidated this borrowing in the total amount of R$103,273 considering principal, interest and taxes.
In March 2024, the PagSeguro Group contracted a R$700 million borrowing agreement with maturity one year from the execution date, the payment will be in a single installment at the due date and the interest rate was 109.9% of the CDI.
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
19.Borrowings (continued)
In March 2024, the PagSeguro Group contracted a US$40 million borrowing agreement with maturity one year from the execution date and payment in two half-year installments. On the date the agreement was signed, the foreign exchange rate was R$ 4,954 per US dollar amounting to R$198,160. The Company contracted derivative financial instruments (“Swaps”), with the specific objective of protecting the borrowing from fluctuations arising from exchange rate variation. The final remuneration, considering all the costs of the operation, is equivalent to 110.1% of the CDI.
In March 2024 the Company recorded the effects of the swap derivatives in the liabilities on the amount of R$53, basically represented by the different foreign exchange rates at the time of entering into the borrowing agreement and March 31, 2024. More details of financial instruments in note 27.
The table below demonstrates the changes in the borrowings:
| | | | | |
March 31, 2024 |
| |
On December 31, 2022 | — | |
Additions | 300,000 | |
Interest | 16,671 | |
Payment | (109,613) | |
Financial Instruments | (17,631) | |
On December 31, 2023 | 189,427 | |
Additions | 898,160 | |
Interest | 3,170 | |
Payment of Interest | (6,290) | |
Payment | (189,319) | |
Financial Instruments | 4,964 | |
On March 31, 2024 | 900,112 | |
| | |
20. Income tax and social contribution |
a) Reconciliation of the deferred income tax and social contribution
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Tax losses | | Tax credit | | Technological innovation (i) | | Other temporary differences -assets (ii) | | Other temporary differences -liability (iii) | | Total |
| | | | | | | | | | | | |
Deferred tax | | | | | | | | | | | | |
On December 31, 2022 | | 67,578 | | | (2,248) | | | (602,536) | | | 544,602 | | | (1,472,213) | | | (1,464,817) | |
Included in the statement of income | | (13,342) | | | (2,248) | | | (128,995) | | | (59,858) | | | (57,129) | | | (261,573) | |
Other (iv) | | | | | | 1,663 | | | | | (8,505) | | | (6,841) | |
On December 31, 2023 | | 54,236 | | | (4,496) | | | (729,868) | | | 484,744 | | | (1,537,847) | | | (1,733,231) | |
Included in the statement of income | | 173,071 | | | (562) | | | (29,916) | | | (33,654) | | | (175,435) | | | (66,496) | |
Other | | — | | | — | | | — | | | 189 | | | — | | | 189 | |
On March 31, 2024 | | 227,307 | | | (5,058) | | | (759,784) | | | 451,279 | | | (1,713,282) | | | (1,799,538) | |
Deferred tax asset | | | | | | | | | | | | 97,639 | |
Deferred tax liability | | | | | | | | | | | | 1,897,177 | |
(i) Refers to the benefit granted by the Technological Innovation Law (Lei do Bem), which reduces the tax charges on the capitalized amount intangible assets.
(ii) The main other assets temporary difference refers to expected credit losses (Note 7) and taxes and contributions (Note 17).
(iii) The main other liability temporary difference refers to gain on the ownership of FIDC quotas, that will be realized only in the redemption of such quotas.
(iv) The increase in other liability temporary difference refers mainly to deferred taxes recognized on allocations by the Netpos acquisition. More details in note 10.
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
20. Income tax and social contribution (continued)
Deferred tax assets are recognized for tax loss carry-forward to the extent that the realization of the related tax benefit through future taxable profits is probable. Tax losses do not have expiration date.
b) Reconciliation of the income tax and social contribution expense
PagSeguro Group computed income tax and social contribution under the taxable income method. The following is a reconciliation of the difference between the actual income tax and social contribution expense and the expense computed by applying the Brazilian federal statutory rate for the three-month periods ended March 31, 2024 and 2023.
| | | | | | | | | | | | | | |
| | Three-month period |
| | March 31, 2024 | | March 31, 2023 |
| | | | |
Profit for the period before taxes | | 572,369 | | 436,038 |
Statutory rate | | 34% | | 34% |
Expected income tax and social contribution | | (194,605) | | (148,253) |
Income tax and social contribution effect on: | | | | |
Permanent additions (exclusions) | | | | |
Gifts | | (712) | | (377) |
R&D and technological innovation benefit - Law 11.196/05 (i) | | 53,081 | | 51,614 |
Taxation of income abroad (ii) | | 39,818 | | 30,777 |
Unrecorded deferred taxes | | 1,345 | | (3,740) |
Other additions (exclusions) | | 11,252 | | 3,785 |
Income tax and social contribution expense | | (89,821) | | (66,194) |
Effective rate | | 16% | | 15% |
Income tax and social contribution - current | | (23,325) | | (18,056) |
Income tax and social contribution - deferred | | (66,496) | | (48,138) |
(i) Refers to the benefit granted by the Technological Innovation Law (Lei do Bem), which reduces the income tax charges, based on the amount invested by the PagSeguro Group on specific intangible assets, see note 12.
(ii) Some entities and investment funds adopt different taxation regimes according to the applicable rules in their jurisdictions, which differs from the Brazilian tax rate of 34% applied for the purpose of this note.
a) Share capital
On March 31, 2024, share capital is represented by 329,608,226 common shares, per value of US$0,000025. Share capital is composed of the following shares for the period ended March 31, 2024:
| | | | | | | | |
December 31, 2022 shares outstanding | | 329,608,226 | |
Treasury shares | | 8,407,818 | |
Long-Term Incentive Plan | | 1,288,144 | |
Repurchase of common shares | | (9,695,962) | |
December 31, 2023 shares outstanding | | 329,608,226 | |
Treasury shares | | (3,200,293) | |
Long-Term Incentive Plan | | 3,200,293 | |
March 31, 2024 shares outstanding | | 329,608,226 | |
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
21. Equity (continued)
b) Capital reserve
The capital reserve can only be used to increase capital, offset losses, redeem, reimburse, or purchase shares or pay cumulative dividends on preferred shares. For the three-month period ended March 31, 2024 and 2023, the Company has not recognize any capital reserve movement, as all the LTIP and LTIP goals shares were delivered with treasury shares.
c) Share based long-term incentive plan (LTIP and LTIP goals)
Under the terms of the LTIP, upon completion of the IPO, the vested portion of each beneficiary’s LTIP rights was converted into Class A common shares of PagSeguro Digital at the IPO price (US$21,50) which is the assessed fair value at the grant date. As a result, the beneficiaries of the LTIP received a total of 1,823,727 new Class A common shares upon completion of the IPO. The unvested portions of each beneficiary’s LTIP rights will be settled on each future annual vesting date in shares.
This arrangement is classified as equity settled. For the three-month ended March 31, 2024, the Company recognized in equity, costs related to the LTIP and LTIP Goals in the total amount of R$46,767 (R$40,227 in the three-month period ended March 31, 2023). On March 31, 2024, the amount of R$21,567 (R$73,881 in December 31, 2023) was accounted for LTIP and LTIP Goals social charges, including withholding income tax (Note 16).
The maximum number of common shares that can be delivered to beneficiaries under the LTIP and LTIP Goals may not exceed 3% and 1% per year, respectively of the Company’s issued share capital at any time. For the three months ended March 31, 2024, total shares issued were 3,200,293 (1,271,494 for the three-month period ended March 31, 2023) and representing 1% of total shares (0.4% for the three-month period ended March 31, 2023), additionally total shares granted were 3,190,691 representing 1.0% of total shares.
d) OCI and equity valuation adjustments
The Company recognizes in this account the accumulated effect of the foreign exchange variation resulting from the conversion of the financial statements of the foreign subsidiary BCPS, Pagseguro Colombia, Pagseguro Chile, Pagseguro Peru and Pagseguro Mexico which amounted to a loss of R$6 in the three-month period ended March 31, 2024 (loss of R$23 in the three-month period ended March 31, 2023). This accumulated effect will be reverted to the result of the year as gain or loss only in case of disposal or write-off of the investment.
The financial investments mentioned in note 6 were classified at fair value through other comprehensive income. Unrealized loss on LFTs in the three-month period ended March 31, 2024 totaled R$7 (gain of R$72 in the three-month period ended March 31, 2023).
The derivative financial instruments mentioned in note 19 were classified at fair value through other comprehensive income. Unrealized fair value adjustment loss on SWAPs in the three-month period ended March 31, 2024, totaled R$647 (gain of R$267 in the three-month period ended March 31, 2023).
As part of transactions completed in prior years, the Company also recognized in this account the difference between the book value and the amounts paid in the acquisitions of additional interests from the non-controlling shareholders of the subsidiary represented by the accumulated amount of R$22,372 (R$22,372 as of March 31, 2023).
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
21. Equity (continued)
e) Treasury shares
On October 30, 2018, PagSeguro Digital's board of directors authorized a share repurchase program, under which the PagSeguro Group may repurchase up to US$250 million in outstanding Class A common shares traded on the New York Stock Exchange (NYSE). The Company's management is responsible for defining the timing and the number of shares to be acquired, within authorized limits. Treasury shares are composed of the following shares for the three-month periods ended March 31, 2024:
| | | | | | | | | | | | | | | | | | | | |
| | Shares | | Amount | | Average Price (US$) |
| | | | | | |
Repurchase shares | | | | | | |
December 31, 2022 treasury shares | | 5,331,600 | | | 475,354 | | | 16.00 | |
Repurchase of common shares | | 9,695,962 | | | 399,408 | | | 8.22 | |
Long-Term Incentive Plan | | (1,288,144) | | | (114,444) | | | 16.00 | |
December 31, 2023 treasury shares | | 13,739,418 | | | 760,319 | | | 10.51 | |
Long-Term Incentive Plan | | (3,200,293) | | | (177,099) | | | 10.51 | |
March 31, 2024 treasury shares | | 10,539,125 | | | 583,220 | | | 10.51 | |
a) Basic
Basic earnings per share is calculated by dividing net income attributable to equity holders of PagSeguro Digital by the weighted average number of common shares issued and outstanding for the three-month period ended March 31, 2024 and 2023:
| | | | | | | | | | | | | | |
| | Three-month period |
| | March 31, 2024 | | March 31, 2023 |
| | | | |
Profit attributable to stockholders of the Company | | 482,548 | | 369,844 |
Weighted average number of outstanding common shares (thousands) | | 316,939,083 | | 324,703,913 |
Basic earnings per share - R$ | | 1.5225 | | 1.1390 |
b) Diluted
Diluted earnings per share is calculated by dividing net income attributable to equity holders of PagSeguro Digital by the weighted average number of common shares outstanding during the period plus the weighted average number of common shares that would be issued on conversion of all dilutive potential common shares into common shares. The share in the LTIP and LTIP Goals are the only shares with potential dilutive effect. In this case, a calculation is done to determine the number of shares that could have been acquired at fair value.
| | | | | | | | | | | | | | |
| | Three-month period |
| | March 31, 2024 | | March 31, 2023 |
| | | | |
Profit used to determine diluted earnings per share | | 482,548 | | | 369,844 | |
Weighted average number of outstanding common shares (thousands) | | 316,939,083 | | | 324,703,913 | |
Weighted average number of shares that would have been issued at average market price | | 4,246,583 | | | 2,818,330 | |
Weighted average number of common shares for diluted earnings per share (thousands) | | 321,185,666 | | | 327,522,243 | |
| | 1,5024 | | 1,1292 |
The weighted average number of outstanding common shares decreased due to the repurchase of common shares (treasury shares).
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
23. Total revenue and income |
| | | | | | | | | | | | | | |
| | Three-month period |
| | March 31, 2024 | | March 31, 2023 |
| | | | |
Gross amount from transaction activities and other services (i) | | 2,684,351 | | 2,436,143 |
Gross financial amount (ii) | | 1,882,382 | | 1,579,987 |
Gross other financial amount (iii) | | 149,211 | | 95,482 |
Total gross amount | | 4,715,944 | | 4,111,612 |
Deductions from gross amount from transactions activities and other services (iv) | | (315,001) | | (285,127) |
Deductions from gross financial amount (v) | | (50,386) | | (45,785) |
Deductions from gross other financial amount (vi) | | (44,132) | | (30,968) |
Total deductions from gross amount | | (409,519) | | (361,880) |
Total revenue and income | | 4,306,425 | | 3,749,732 |
(i) Includes mainly intermediation fee, membership fee and credit operations revenues.
(ii) Includes income from early payment of notes payable to third parties.
(iii) Includes (a) interest of financial investments and (b) gain on exchange variation.
(iv) Deductions consist of transactions taxes.
(v) Deductions consist of taxes on financial income.
(vi) Deductions consist of taxes on other financial income.
| | | | | | | | | | | | | | |
| | Three-month period |
| | March 31, 2024 | | March 31, 2023 |
| | | | |
Transactions costs (i) | | (1,626,540) | | | (1,388,760) | |
Marketing and advertising | | (209,303) | | | (117,749) | |
Personnel expenses (ii) | | (334,681) | | | (271,927) | |
Financial costs (iii) | | (827,133) | | | (812,971) | |
Total Losses (iv) | | (102,737) | | | (126,486) | |
Depreciation and amortization (vi) | | (371,514) | | | (317,426) | |
Other (v) | | (262,149) | | | (278,375) | |
| | (3,734,057) | | | (3,313,694) | |
| | | | |
Classified as: | | | | |
Cost of services | | (2,170,702) | | | (1,929,298) | |
Selling expenses | | (437,427) | | | (317,908) | |
Administrative expenses | | (230,616) | | | (171,354) | |
Financial costs | | (827,133) | | | (812,971) | |
Other income (expenses), net | | (68,179) | | | (82,163) | |
| | (3,734,057) | | | (3,313,694) | |
(i) The increase is mainly represented by: (i) costs related to interchange fees of card issuers in the amount of R$1,334,229 in the three-month periods ended March 31, 2024 (R$1,115,515 in the three-month periods ended March 31, 2023), (ii) card scheme fees in the amount of R$257,019 in the three-month periods ended March 31, 2024 (R$222,263 in the three-month periods ended March 31, 2023).
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
24. Expenses by nature (continued)
(ii) Personnel expenses includes compensation expenses in the amount of R$41,441 related to the LTIP and LTIP goals for the three-month periods ended March 31, 2024 (R$18,762 for the three-month periods ended March 31, 2023). Personnel expenses in 2024, include capitalization of LTIP and LTIP goals in the amount of R$30,511 in the three-month periods ended March 31, 2024 (R$24,587 in the three-month periods ended March 31, 2023).
(iii) Relates to: (i) the early collection of receivables, which amounted to R$162,041 in the three-month period ended March 31, 2024 (R$213,514 the three-month period ended March 31, 2023), (ii) interest of deposits and banking accounts which amounted to R$628,604 in the three -month period ended March 31, 2024 (R$507,674 in the three-month period ended March 31, 2023).
(iv) Total losses refer to amounts recognized during the three-month periods ended March 31, 2024 related to: (i) card processing operations (acquiring and issuing), (ii) losses on digital accounts in the amount of R$72,116 in the three-months period ended in March 31, 2024 (compared to R$87,617 in the three-month periods ended March 31, 2023) and (iii) Total losses include also provision for delinquency rate of credit portfolio in the amount of R$30,621 in the three periods ended March 31, 2024 (R$38,869 in the three-month period ended March 31, 2023), as further described in note 26.
(v) For the three-month periods ended in March 31, 2024, the increase is impacted by R$56,163 (R$61,654 for the three-month period ended March 31, 2023) related to provision of POS devices, as described in note 11. The increase is also impacted by higher consumption of software and cloud services which amounted to R$122,102 in the three-period ended March 31, 2024 (R$127,458 in the three-period ended March 31, 2023).
(vi) Depreciation and amortization amounts incurred in the period are segregated between costs and expenses as presented below:
| | | | | | | | | | | |
| Three-month period |
| March 31, 2024 | | March 31, 2023 |
| | | |
| | | |
Depreciation | | | |
Cost of sales and services (i) | (189,398) | | | (172,487) | |
Selling expenses | (37) | | | (54) | |
Administrative expenses | (6,799) | | | (7,315) | |
| (196,234) | | | (179,856) | |
Amortization | | | |
Cost of sales and services (ii) | (184,438) | | | (144,503) | |
Administrative expenses | (7,123) | | | (6,337) | |
| (191,561) | | | (150,840) | |
PIS and COFINS credits (iii) | 16,281 | | | 13,270 | |
Depreciation and amortization expense, net | (371,514) | | | (317,426) | |
(i) The depreciation of POS in the three-month periods ended March 31, 2024, amounted to R$180,101 (R$166,409 in the three-month period ended March 31, 2023).
(ii) Included in this amount are LTIP and LTIP Goals in the amount of R$13,168 in the three-months ended March 31, 2024 (R$10,204 for the three-months ended March 31, 2023). Additionally, has assets amortizations of acquired companies in the amount of R$5,408 in the three-month periods ended March 31, 2024 (R$4,617 in the three-month periods ended March 31, 2023).
(iii) PagSeguro Brazil has a tax benefit on PIS and COFINS that allows it to reduce the depreciation and amortization over some operational expenses when incurred. This tax benefit is recognized directly as a reduction of depreciation and amortization expense.
| | |
25. Financial instruments by category |
The PagSeguro Group estimates the fair value of its financial instruments using available market information and appropriate valuation methodologies for each situation.
The interpretation of market data, as regards the choice of methodologies, requires considerable judgment and the establishment of estimates to reach an amount considered appropriate for each situation. Therefore, the estimates presented may not necessarily indicate the amounts that could be obtained in the current market. The use of different hypotheses to calculate market value or fair value may have a material impact on the amounts obtained. The assets and liabilities presented in this note were selected based on their relevance.
The PagSeguro Group believes that the financial instruments recognized in these consolidated interim financial statements at their carrying amount are substantially similar to their fair value. However, since they do not have an active market (except for the LFT included in financial investments, which is actively traded in the market), variations could occur in the event the PagSeguro Group were to decide to settle or realize them in advance.
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
25. Financial instruments by category (continued)
The PagSeguro Group classifies its financial instruments into the following categories:
| | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| | | |
Financial assets | | | |
Amortized cost: | | | |
Cash and cash equivalents | 4,366,359 | | | 2,899,060 | |
Accounts receivables | 44,247,670 | | | 42,900,983 | |
Financial investments | 2,589,768 | | | 1,428,893 | |
Other receivables | 203,180 | | | 198,416 | |
Judicial deposits | 56,927 | | | 50,992 | |
Receivables from related parties | 32,113 | | | 32,281 | |
Fair value through other comprehensive income | | | |
Financial investments | 1,808,756 | | | 1,879,689 | |
| 53,304,773 | | | 49,390,316 | |
| | | |
Financial Liabilities | March 31, 2024 | | December 31, 2023 |
Amortized cost: | | | |
Payables to third parties | 10,063,180 | | | 10,151,463 | |
Checking Accounts | 10,854,990 | | | 11,382,924 | |
Trade payables | 526,326 | | | 513,920 | |
Trade payables to related parties | 395,160 | | | 476,804 | |
Banking issuances | 19,706,099 | | | 16,188,440 | |
Borrowings | 900,112 | | | 189,427 | |
Deferred revenue | 150,649 | | | 146,184 | |
Other liabilities | 270,090 | | | 262,074 | |
Fair value through profit or loss | | | |
Derivative financial instruments | 17,493 | | | 23,314 | |
Fair value through other comprehensive income | | | |
Derivative financial instruments | 53 | | | 17,631 | |
| 42,884,152 | | | 39,352,181 | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
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26. Financial risk management |
The PagSeguro Group's activities expose it to a variety of financial risks: market risk, fraud risk (chargebacks), credit risk and liquidity risk. The PagSeguro Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the PagSeguro Group's financial performance.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. In the Group, market risk comprises interest rate risk and foreign currency risk and other price risk, such as equity price risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates arises primarily from financial investments and deposits both subject to variable interest rates, principally the CDI rate. The Group conducted a sensitivity analysis for the following twelve months of the interest rate risks to which the financial instruments are exposed as of March 31, 2024. For this analysis, the Group adopted as a probable scenario for 2024 interest rates of 8,90% for the CDI. As a result, financial income (with respect to financial investments) and financial expense (with respect to certificate of deposit, corporate securities, banking accounts and interbank deposits) would be impacted as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction | Interest rate risk | | Book Value | | Scenario with maintaining of CDI (10.65%) | | Scenario with decrease to 9.65% | | Probable scenario with decrease to 8.90% |
| | | | | | | | | |
Short-term investment | 101% of CDI | | 3,290,071 | | | 350,393 | | | 317,492 | | | 292,816 | |
Financial investments | 101% of CDI | | 4,398,524 | | | 468,443 | | | 424,458 | | | 391,469 | |
Certificate of Deposit | 109% of CDI | | 15,092,221 | | | (1,751,981) | | | (1,587,475) | | | (1,464,096) | |
Certificate of Deposit - related party | 105% of CDI | | 330,654 | | | (36,975) | | | (33,504) | | | (30,900) | |
Interbank deposits | 111% of CDI | | 4,613,877 | | | (545,429) | | | (494,215) | | | (455,805) | |
Banking Accounts | 69% of CDI | | 10,854,990 | | | (797,679) | | | (722,779) | | | (666,605) | |
Borrowings | 110% of CDI | | 900,112 | | | (105,448) | | | (95,547) | | | (88,121) | |
Total | | | | | (2,418,676) | | | (2,191,570) | | | (2,021,242) | |
Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity's functional currency. The Company’s risk is mainly related to POS purchases, Pagseguro Tecnologia, BCPS, PSGP Mexico, Pagseguro Colombia, Pagseguro Chile and Pagseguro Peru that have revenues in other currencies and cash and cash equivalents maintained in other countries foreign currency exposure generated in companies like Pag Seguro Colombia, PagSeguro Chile, are being hedged through a non-deliverable forward.
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
26. Financial risk management (Continued)
Equity price risk
The Group's non-listed equity investments are susceptible to market price risk arising from uncertainties about future values of the investment. As of March 31, 2024, and December 31, 2023, the exposure to equity price from such investments was not material.
Fraud risk (chargeback)
The PagSeguro Group's sales transactions are susceptible to potentially fraudulent or improper sales and it uses the following two processes to control the fraud risk:
(i) The first process consists of monitoring, on a real time basis, the transactions carried out with credit and debit cards and payment slips, through an anti-fraud system. This process approves or rejects suspicious transactions at the time of the authorization, based on statistical models that are revised on a periodic basis.
(ii) The second process detects chargebacks and disputes not identified by the first process. This is a supplemental process and increases the PagSeguro Group's ability to avoid new frauds, PagSeguro’s expenses with chargeback are disclosed in note 24.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily accounts receivable) and from its financing activities, including deposits with banks and financial institutions, and other financial instruments such as loans and credit card receivables with the Company’s customers.
Credit risk is managed on a group basis and for its accounts receivable is limited to the possibility of default by: (a) the card issuers, which have the obligation of transferring to the credit and debit card labels the fees charged for the transactions carried out by their card holders, (b) the acquirers, which are used by the PagSeguro Group to approve transactions with the issuers and (c) analyses for the customers background to provide access to credit portfolio.
In order to mitigate this risk, PagSeguro Brazil has established a Credit Risk Committee, whose responsibility is to assess the level of risk of each of the card issuers served by PagSeguro Group, classifying them into three groups:
(i) Card issuers with a low level of risk, with credit ratings assigned by FITCH, S&P and Moody's, which do not require additional monitoring.
(ii) Card issuers with a medium level of risk, which are also monitored in accordance with the financial metrics and ratios; and
(iii) Card issuers with a high level of risk, which are assessed by the committee at monthly meetings.
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
26. Financial risk management (Continued)
PagSeguro Group has a rating process for loans and credit, based on statistical application models (in the early stages of customer relationships) and behavior scoring (used for customers who already have a relationship history). A process for designing, calibrating, and implementing policies and guidelines for granting credit and calibrating collection rules.
A process for monitoring the portfolio's risk profile, with a prospective view, which generates early warning feedbacks to the credit granting policies and risk classification models in a timely manner.
Liquidity risk
The PagSeguro Group manages liquidity risk by maintaining reserves, bank and credit lines in order to obtain borrowings, when deemed appropriate. The PagSeguro Group continuously monitors actual and projected cash flows and matches the maturity profile of its financial assets and liabilities in order to ensure that the PagSeguro Group has enough funds to honor its obligations to third parties and meet its operational needs.
The PagSeguro Group invests surplus cash in interest bearings financial investments, choosing instruments with appropriate maturity or enough liquidity to provide adequate margin as determined by the forecasts. On March 31, 2024, PagSeguro Group held cash and cash equivalents of 4,366,359 (R$2,899,060 on December 31, 2023).
The table below shows the PagSeguro Group's non-derivative financial liabilities divided into the relevant maturity group based on the remaining period from the balance sheet date and the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Due within 30 days | | Due within 31 to 120 days | | Due within 121 to 180 days | | Due within 181 to 360 days | | Due to 361 days or more days |
| | | | | | | | | |
On March 31, 2024 | | | | | | | | | |
Payables to third parties | 4,397,205 | | | 2,022,021 | | | 519,413 | | | 2,714,567 | | | 204,987 | |
Checking Accounts | 10,854,990 | | | — | | | — | | | — | | | — | |
Trade payables | 517,169 | | | 9,156 | | | — | | | — | | | — | |
Trade payables to related parties | — | | | 64,506 | | | — | | | 46,239 | | | 320,535 | |
Borrowings | — | | | — | | | — | | | 982,887 | | | — | |
Banking Issuances | 3,065,722 | | | 6,711,628 | | | 2,029,487 | | | 2,157,891 | | | 6,966,160 | |
| | | | | | | | | |
On December 31, 2023 | | | | | | | | | |
Payables to third parties | 4,380,229 | | | 2,636,667 | | | 573,115 | | | 2,375,592 | | | 185,861 | |
Checking Accounts | 11,382,924 | | | — | | | — | | | — | | | — | |
Trade payables | 513,920 | | | — | | | — | | | — | | | — | |
Trade payables to related parties | — | | | 56,390 | | | — | | | 86,450 | | | 383,687 | |
Borrowings | — | | | 195,603 | | | — | | | — | | | — | |
Banking Issuances | 1,638,743 | | | 6,284,683 | | | 2,649,511 | | | 1,253,959 | | | 5,448,062 | |
| | | | | | | | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
26. Financial risk management (Continued)
Social, environmental and climate risks
Social, environmental and climate risks are the possibility of losses due to exposure to events of social, environmental and/or climate origin related to the activities carried out by the Company. Management evaluated the social, environmental and climate factors in which its businesses are inserted and considers them to have a low impact on the creation of shared value in the short, medium, and long term.
Despite this, in order to mitigate social, environmental and climate risks, actions are carried out to analyze processes, risks and controls, follow up on new rules related to the topic and record occurrences in internal systems. In addition to identification, the stages of prioritization, risk response, mitigation, monitoring and reporting of assessed risks complement the management of this risk at the Company.
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27. Derivative Financial Instruments designated to Hedge Accounting |
The Group trades derivative financial instruments (SWAPs) to manage its overall exposures (foreign currency, inflation index and interest rate).
i) Cash flow hedge
In March 2024, the PagSeguro Group entered in a US$40 million borrowing agreement with maturity in one-year from the execution date and the payment will occur in a single instalment as the due date. In the same operation, the Company entered into a swap, with the specific objective of protecting said borrowing from fluctuations arising from exchange variation, changing the risk to CDI. All the amount is covered with the derivative and the same due date is applied. Below is the composition of the derivative financial instruments portfolio by type of instrument, asset value, liability value and fair value, financial instrument and MTM registered in OCI:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Risk factor | Financial Instruments - notional | | Liabilities | | Financial Instrument | | Fair Value | | MTM |
| | | | | | | | | |
Swap of currency | 900,644 | | | 900,112 | | | 533 | | | 53 | | | 480 | |
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
27. Derivative Financial Instruments designated to Hedge Accounting (Continued)
ii) Fair value hedge
The PagSeguro Group issued certificate of deposits with interest rates correlated to the IPCA (Brazilian inflation rates) and interest fixed rates. For these certificates of deposits, the Company entered into swaps with the specific objective of protecting said deposits from fluctuations arising from inflation and high interest rates, changing them for CDI rates. All the amount, which includes principal and interest, are covered and the same due dates are applied. Below is the composition of the derivative financial instrument portfolio by type of instrument, liability value and fair value, financial instrument and MTM registered in profit and loss.
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2024 |
| Notional Liability | | Liabilities Fair value | | MTM (a) | | |
| | | | | | | |
IPCA CDB | 580,461 | | | 579,774 | | | (687) | | | |
Fixed rated CDB | 1,887,639 | | | 1,863,170 | | | (24,470) | | | |
Total | 2,468,100 | | | 2,442,944 | | | (25,157) | | | |
| | | | | | | |
| Notional SWAP | | SWAP | | MTM total (b) | | Profit and Loss ((a)+(b)) |
IPCA CDB | 562,335 | | | (562,898) | | | 812 | | | 125 | |
Fixed rated CDB | 1,886,902 | | | (1,862,552) | | | 24,360 | | | (109) | |
Total | 2,449,237 | | | (2,425,450) | | | 25,172 | | | 16 | |
| | | | | | | |
| December 31, 2023 |
| Notional Liability | | Liabilities Fair value | | MTM (a) | | |
IPCA CDB | 698,917 | | | 697,059 | | | (1,858) | | | |
Fixed rated CDB | 951,777 | | | 944,862 | | | (6,915) | | | |
Total | 1,650,694 | | | 1,641,922 | | | (8,772) | | | |
| | | | | | | |
| Notional SWAP | | SWAP | | MTM total (b) | | Profit and Loss ((a)+(b)) |
IPCA CDB | 678,597 | | | (675,381) | | | 2,440 | | | 582 | |
Fixed rated CDB | 951,209 | | | (943,227) | | | 7,566 | | | 651 | |
Total | 1,629,806 | | | (1,618,608) | | | 10,006 | | | 1,233 | |
The structure of risk limits is extended to the risk factor level, where specific limits aim at improving the monitoring and understanding processes, as well as avoiding concentration of these risks. Additionally, as the main financial assets and financial liabilities of the Company are measured by CDI, the PagSeguro Group’s strategy is to change any other risk factors to CDI. The PagSeguro Group undertakes risk management through the economic relationship between hedge instruments and hedged item, in which it is expected that these instruments will move in opposite directions, in the same proportions, with the aim of neutralizing the risk factors. The Company performs the hedging account effectiveness as each reporting date test and for the three-month period ended March 31, 2024 and December 31, 2023, these tests were effective.
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Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
| | |
28. Non-cash Transactions |
| | | | | | | | | | | |
| Three-month period |
| March 31, 2024 | | March 31, 2023 |
| | | |
Non-cash investing activities | | | |
Property and equipment acquired through lease | 1,749 | | | 51,735 | |
MTM of financial investments | 7 | | | 71 | |
| | |
29. Fair value measurement |
Fair value is the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. A three-level hierarchy is used to measure fair value, as shown below:
•Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.
•Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
•Level 3 - Inputs for the assets and liabilities that are not based on observable market data (that is, unobservable inputs).
The PagSeguro Group believes that the financial instruments recognized in these consolidated interim financial statements at their carrying amount are substantially similar to its fair value. Regarding financial assets, they are comprised by accounts receivable from credit/debit card issuers and acquirers originated from transactions through PagSeguro Group payment platform comprised of transactions approved by large financial institutions in the normal course of business. The financial investments are represented by government bonds with quoted prices in an active market and recognized in the balance sheet based on its fair value.
Financial liabilities are mostly represented by deposits and short-term payables to merchants which are paid in accordance with the contract set out with the merchant and other short-term payables to service providers in the normal course of business and, as such, also approximate from their fair values. There were no transfers between Levels 1, 2 and 3 in 2024.
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PagSeguro Digital Ltd.
Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
29. Fair value measurement (Continued)
The following table provides the fair value measurement hierarchy of PagSeguro Group's financial assets and financial liabilities as of March 31, 2024:
| | | | | | | | | | | | | | | | | |
| March 31, 2024 |
| Quoted prices in active markets (Level 1) | | Significant observable inputs (Level 2) | | Significant unobservable inputs (Level 3) |
| | | | | |
Financial assets | | | | | |
Cash and cash equivalents | 826,873 | | | 3,539,486 | | | — | |
Financial investments | 4,398,524 | | | — | | | — | |
Accounts receivable | — | | | 44,247,670 | | | — | |
Other receivables | — | | | 203,180 | | | — | |
Judicial deposits | — | | | 56,927 | | | — | |
Receivables from related parties | — | | | 32,113 | | | — | |
Financial liabilities | | | | | |
Payables to third parties | — | | | 10,063,180 | | | — | |
Checking Accounts | | | 10,854,990 | | | |
Trade payables | — | | | 526,326 | | | — | |
Trade payables to related parties | — | | | 395,160 | | | — | |
Banking Issuances | — | | | 19,706,099 | | | — | |
Derivative Financial Instruments | — | | | 17,440 | | | — | |
Deferred revenue | — | | | 150,649 | | | — | |
Other liabilities | — | | | 270,090 | | | — | |
| | | | | |
| December 31, 2023 |
| Quoted prices in active markets (Level 1) | | Significant observable inputs (Level 2) | | Significant unobservable inputs (Level 3) |
| | | | | |
Financial assets | | | | | |
Cash and cash equivalents | 654,363 | | | 2,244,697 | | | — | |
Financial investments | 3,308,583 | | | — | | | — | |
Accounts receivable | — | | | 42,900,983 | | | — | |
Other receivables | — | | | 198,416 | | | — | |
Judicial deposits | — | | | 50,992 | | | — | |
Receivables from related parties | — | | | 32,280 | | | — | |
Financial liabilities | | | | | |
Payables to third parties | — | | | 10,151,463 | | | — | |
Checking Accounts | | | 11,382,924 | | | |
Trade payables | — | | | 513,920 | | | — | |
Trade payables to related parties | — | | | 476,804 | | | — | |
Banking Issuances | — | | | 16,188,440 | | | — | |
Derivative Financial Instruments | — | | | 40,945 | | | — | |
Deferred revenue | — | | | 146,184 | | | — | |
Other liabilities | — | | | 262,074 | | | — | |
| | | | | | | | |
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Notes to the unaudited condensed consolidated interim financial statements
As of March 31, 2024 and for the three-month periods ended March 31, 2024 and March 31, 2023
(All amounts in thousands of reais unless otherwise stated)
On April 30th, PagSeguro Group issued R$633,000 on Public Financial Letter. The maturity will be on May 10th, 2026. The notional and incurred interest will be paid on the due date. The operation closed with an Interest rate of CDI+ 0.80% per year. The Company contracted a derivative financial instrument (“Swap”) to convert from CDI+ 0.80% to 108% of CDI per year.
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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: May 23, 2024
| | | | | | | | |
| PagSeguro Digital Ltd. |
| |
| By: | /s/ Artur Schunck |
| Name: | Artur Schunck |
| Title: | Chief Financial Officer, Chief Accounting Officer and Investor Relations Officer |
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