UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16
or
15d-16 of the Securities Exchange Act of 1934
For the month of August 2024
Commission File Number: 001-39928
_____________________
Sendas Distribuidora S.A.
(Exact Name as Specified in its Charter)
Sendas Distributor S.A.
(Translation of registrant’s name into
English)
Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959,
Anexo A
Jacarepaguá
22775-005 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ý
Form 40-F: o
(FREE TRANSLATION
INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Interim Financial Information – June 30,2024 – SENDAS
DISTRIBUIDORA S.A.
|
|
|
|
Index
Earnings Release |
2 |
Independent Auditor's Report on Review of Quarterly Information |
19 |
|
Corporate Information / Capital Composition |
22 |
|
Interim financial information Individual Statements
|
Balance Sheet - Assets 23
|
Balance Sheet - Liabilities |
24 |
Statements of Operations |
25 |
Statements of Comprehensive Income |
26 |
Statements of Cash Flows |
27 |
Statements of Changes in Shareholders’ Equity |
28 |
Statements of Value Added |
29 |
|
Notes to the Interim Financial Information |
30 |
Management Statement on the Financial Statements and Independent Auditor's
Report |
56 |
|
FINANCIAL
HIGHLIGHTS
Pre-IFRS16 (R$ million) |
2Q24 |
2Q23 |
Δ |
1H24 |
1H23 |
Δ |
Gross
Revenue
Net Revenue
Gross Profit (1) |
19,469
17,871
2,942 |
17,553
15,984
2,589 |
10.9%
11.8%
13.6% |
38,295
35,093
5,737 |
34,120
31,080
4,981 |
12.2%
12.9%
15.2% |
Gross Margin (1) |
16.5% |
16.2% |
0.3 p.p. |
16.3% |
16.0% |
0.3 p.p. |
Selling, General and Administrative Expenses |
(2,002) |
(1,795) |
11.5% |
(3,925) |
(3,555) |
10.4% |
% of Net Revenue |
-11.2% |
-11.2% |
0.0 p.p. |
-11.2% |
-11.4% |
0.2 p.p. |
Adjusted EBITDA (2)(3) |
965 |
815 |
18.4% |
1,862 |
1,467 |
26.9% |
Adjusted EBITDA Margin (2)(3) |
5.4% |
5.1% |
0.3 p.p. |
5.3% |
4.7% |
0.6 p.p. |
Net Financial Result |
(468) |
(420) |
11.4% |
(978) |
(848) |
15.3% |
% of Net Revenue |
-2.6% |
-2.6% |
0.0 p.p. |
-2.8% |
-2.7% |
-0.1 p.p. |
Income Before Income Tax - EBT |
226 |
136 |
66.2% |
347 |
135 |
157.0% |
% of Net Revenue |
1.3% |
0.9% |
0.4 p.p. |
1.0% |
0.4% |
0.6 p.p. |
Net Income for the Period |
165 |
174 |
-5.2% |
258 |
252 |
2.4% |
Net Margin |
0.9% |
1.1% |
-0.2 p.p. |
0.7% |
0.8% |
-0.1 p.p. |
Post-IFRS16 |
|
|
|
|
Adjusted EBITDA (2) (3) |
1,288 |
1,113 |
15.7% |
2,505 |
2,064 |
21.4% |
Adjusted EBITDA Margin(2) (3) |
7.2% |
7.0% |
0.2 p.p. |
7.1% |
6.6% |
0.5 p.p. |
Income Before Income Tax - EBT |
158 |
109 |
45.0% |
212 |
98 |
116.3% |
% of Net Revenue |
0.9% |
0.7% |
0.2 p.p. |
0.6% |
0.3% |
0.3 p.p. |
Net Income for the period |
123 |
156 |
-21.2% |
183 |
228 |
-19.7% |
Net Margin |
0.7% |
1.0% |
-0.3 p.p. |
0.5% |
0.7% |
-0.2 p.p. |
| (1) | Includes logistical depreciation (highlighted in the Income Statement on page 14); |
| (2) | Operating profit before interest, taxes, depreciation and amortization; |
| (3) | Adjusted by the Result of Other Operating Expenses and Income. |
REVENUE EXPANSION WITH INCREASING CUSTOMER TRAFFIC AND IMPROVED SAME-STORE SALES GROWTH
| (1) | LfL excludes calendar effect of -0.7% |
Net sales reached R$ 17.9 billion
in 2Q24 (+11.8%), with an increase of R$ 1.9 billion compared to 2Q23. In the 2-year period, sales showed a significant increase of
R$ 4.6 billion (+34.5% vs. 2Q22). The number of tickets reached 77 million in 2Q24 (+9.3% vs. 2Q23 and +36.5% in two years). The performance
is the result of:
| (i) | the performance of the 24 stores
opened over the last 12 months (+9.6%), of which 9 conversions; |
| (ii) | 'same-store'
sales of +2.9% (excluding the calendar effect referring to the Easter shift to 1Q24), with a highlight on the performance of converted
stores and gains in market share in April and May; |
| (iii) | the
positive impact on sales due to the strong movement of donations made by customers from all over Brazil to assist those affected by the
floods that occurred in the state of Rio Grande do Sul in May; and |
| (iv) | the
continuous improvement in the shopping experience, with an increase in the offering of services (such as butcher sections, cold cuts sections
or bakeries) in 80 stores from April to July/24. By the end of this period, the Company has 234 stores offering services. |
Sales per square meter reached R$
4.4 thousand in 2Q24, a level that represents the highest productivity in the sector.
In 1H24,
net sales reached R$ 35.1 billion, a growth of +12.9%, representing an increase of R$ 4.0 billion compared to 1H23. Sales performance
reflects the progress of the maturation of conversions and a +3.2% growth in 'same-store' sales.
OPENING OF 5 STORES
IN 1H24 AND EXPANSION OF PRESENCE IN THE ES
Assaí
ended the quarter with 293 stores in operation after the opening of its first store in Vitória, expanding its presence in the state
of Espírito Santo (ES) with the opening of the 2nd store in the state within less than 1 year. In the last 12 months,
24 stores were opened, of which
9 were conversions and 15 were organic stores, representing an addition of 133,000 square meters to the sales area (+9.8% vs. 2Q23).
For the second half-year,
we have planned the opening of 10 more stores, in line with the guidance of 15 new ones for the year, which will lead Assaí to
surpass the mark of 300 stores in operation by the end of 2024.
COMMERCIAL
GALLERIES REACH 74% OCCUPANCY AND CONTRIBUTE TO THE MATURATION OF CONVERSIONS
The
commercial galleries project, an important tool to drive customer traffic and generate incremental revenue and dilution of occupancy
costs, continues to evolve. Revenue reached R$ 26 million in the quarter, a growth of +13.0% versus 2Q23, while occupancy reached approximately
74% (vs. 70% in 1Q24). In the first 6 months of the year, revenue from commercial galleries totaled R$52 million, up +18.2% from 1H23.
CONVERSIONS
MATURATION IS EVOLVING, CONTRIBUTING TO THE COMPANY'S CONSOLIDATED PROFITABILITY GROWTH
The
64 hypermarket conversions, located in privileged, densely populated and widely known locations, continue to undergo the maturation
process, contributing significantly to the Company's results.
The
47 stores converted in 2022, which already show a more advanced stage of maturation, achieved an average sale/store of around R$ 26.5
million in 2Q24. The EBITDA margin of conversions inaugurated in 2022 reached 5.1% in the quarter (+1.4p.p. vs. 2Q23). The sales level
reached at the end of 2Q24 represents an increase of approximately 25% in comparison to the organic stores opened until 2022, which ended
the period with an average monthly revenue of R$ 21.2 million.
In the last 12-month
period, the average monthly revenue of the 47 conversions inaugurated in 2022 reached R$ 26.5 million, with an EBITDA margin of 5.4%,
with an increase of +1.0 p.p. in the last 6 months.
EVOLUTION OF PHYGITAL
STRATEGY WITH IMPROVEMENTS IN ‘MEU ASSAÍ’ APP
‘Meu Assaí’
App reached 14 million registered customers, which represents an increase of approximately 1 million customers between April and June.
One of the objectives of the Assaí 50th Anniversary Campaign, in effect since the beginning
of August, is to expand the customer base registered in the app, contributing to the Company's strategy of gaining a better understanding
of customers' consumption habits.
Furthermore, aiming to
increase customer convenience, the application was updated in June 2024. In the new version, it is possible to find exclusive discounts,
promotional circulars for the period based on geolocation (with direction to the nearest store), digital wallet (with the possibility
of viewing the digital balance and a tool for calculating savings with the use of the app), as well as the opportunity to request the
Passaí card online.
PROFITABILITY
EVOLUTION REFLECTS STORES MATURATION AND EXPENSES CONTROL
Gross profit reached R$
2.9 billion, 13.6% higher than 2Q23, resulting in a margin of 16.5% (+0.3 p.p. vs. 2Q23). The performance in the period is mainly the
result of:
| (i) | the maturation of the new stores; |
| (ii) | the efficient commercial strategy, which resulted in Market
Share gains in the months of April and May; |
| (iii) | the fast adjustment of assortments
and services that, together with the ongoing evolution of the business model, continues to provide continuous growth in customer traffic. |
In
1H24, gross profit reached R$ 5.7 billion (+15.2% vs. 1H23), with a margin of 16.3% (+0.3 p.p. vs. 1H23). This performance resulted in
stability in market share and reflects Assaí's commercial strategy, aligned to market competitiveness, stores in maturation phase,
and investments in the modernization of our units and in the improvement of the shopping experience to meet the growing demands of our
customers.
Selling, general and administrative
expenses corresponded to 11.2% of net sales in 2Q24. The stability compared to 2Q23 reflects efficiency in expense control and the continuity
of the maturation process of new stores, even amid the implementation of services (such as butcher sections, cold cuts sections or bakeries)
in 80 stores since April. In 1H24, the representativeness of selling, general and administrative expenses in relation to net sales decreased
0.2 p.p., reaching 11.2%, a result explained by operational efficiency gains due to maturation of the operation of new stores.
Equity income, an interest
of approximately 18% in FIC, totaled R$ 16 million in 2Q24, representing an increase of +33.3% vs. 2Q23. The number of Passaí cards
issued reached 2.9 million (+17.9% vs. 2Q23), now accounting for 4.3% of sales.
EBITDA in the quarter
totaled R$ 965 million, an increase of R$ 150 million or +18.4%, with a margin of 5.4% (+0.3 p.p. vs. 2Q23). In 1H24, EBITDA reached
R$ 1.9 billion (+R$ 395 million vs. 1H23), resulting in a margin of 5.3%, which represents a significant expansion of +0.6 p.p. compared
to the previous year. The margin level presented in 2Q24 and 1H24 represents a return to levels seen before the conversion project, attesting
the maturation of the new stores and the attractiveness of the business model.
STABLE FINANCIAL
RESULT AS % OF NET SALES
(R$ million) |
2Q24 |
2Q23 |
Δ |
1H24 |
1H23 |
Δ |
Cash and Cash Equivalent Interest |
19 |
31 |
-38.7% |
35 |
74 |
-52.7% |
Debt Burden |
(503) |
(393) |
28.0% |
(1,012) |
(770) |
31.4% |
Cost and Discount of Receivables |
(20) |
(23) |
-13.0% |
(65) |
(49) |
32.7% |
Other Financial Revenues/Expenses and Net Monetary Correction |
36 |
(35) |
-202.9% |
64 |
(103) |
-162.1% |
Net Financial Result |
(468) |
(420) |
11.4% |
(978) |
(848) |
15.3% |
% of Net Revenue |
-2.6% |
-2.6% |
0.0 p.p. |
-2.8% |
-2.7% |
-0.1 p.p. |
The net financial result
totaled R$ 468 million in 2Q24, equivalent to 2.6% of net sales, a stable level when compared to 2Q23. The nominal variation in the financial
result compared to 2Q23 is explained by:
| (i) | the
Cash and Cash Equivalents yield, impacted by the lower average cash applied compared to the previous period (R$ 835 million in 2Q24 vs.
R$ 1.2 billion in 2Q23). However, the average cash has increased compared to the last 2 quarters (R$ 777 million in 4Q23 and R$ 639 million
in 1Q24); |
| (ii) | the increase in the Debt Cost
line due to: |
a. | | the mark-to-market
adjustment of debts indexed to IPCA with a swap to CDI (4 series of CRIs), resulting in a non-cash negative impact of R$ 33 million
in 2Q24 (vs. positive R$ 9 million in 2Q23); and |
b. | | the lower level
of capitalized interest (non-cash effect) due to the final phase of the conversion project (R$ 5.5 million in 2Q24 vs. R$ 53.4 million
in 2Q23); |
| (iii) | the
positive impact on the Other Financial Revenues/Expenses and Monetary Correction line, mainly due to the end of interest related to the
hypermarkets acquisition (R$ 0 in 2Q24 vs. expense of R$ 55 million in 2Q23). |
Sequentially, the net financial
result for 2Q24 reduced R$ 42 million (vs. R$ 510 million in 1Q24) and -0.4p.p. as a % of net sales (3.0% in 1Q24).
EARNINGS
BEFORE TAXES INCREASES 66% GIVEN OPERATIONAL IMPROVEMENTS
Earnings
before tax (EBT) in the pre-IFRS16 view reached R$ 226 million in 2Q24, an increase of R$ 90 million compared to the same period last
year, representing an expansion of +66.2% vs. 2Q23. In the year-to-date, EBT pre-IFRS16 totaled R$ 347 million, which represents
a significant growth of 157.0% compared to 1H23. In the post-IFRS16 view, in turn, EBT was R$ 158 million (+R$ 49 million or +45.0%
vs. 2Q23), accumulating R$ 212 million in 1H24 (+116.3% vs. 1H23).
Net income in the pre-IFRS16
view totaled R$ 165 million in 2Q24, with net margin of 0.9%. In the first 6 months of the year, net income pre-IFRS16 reached R$
258 million, with a margin of 0.7%. This result is explained mainly by the continued maturation process of the new stores and by expense
control, despite the higher financial expense and the restrictions of the new rules for the use of the subsidy for investments.
In the
post-IFRS16 view, quarterly net income reached R$ 123 million, with a net margin of 0.7%. In 1H24, net income totaled R$ 183 million,
with a margin of 0.5%.
INVESTMENTS IN THE
ORGANIC EXPANSION PROGRESS
(R$ million) |
2Q24 |
2Q23 |
Δ |
1H24 |
1H23 |
Δ |
New stores and land acquisition |
205 |
528 |
(323) |
384 |
923 |
(539) |
Store renovation and maintenance |
80 |
98 |
(18) |
121 |
127 |
(6) |
Infrastructure and others |
35 |
24 |
11 |
46 |
50 |
(4) |
Gross Total Investiments |
320 |
650 |
(330) |
551 |
1,100 |
(549) |
The investments (considering
addition to property, plant and equipment) totaled R$ 320 million in 2Q24 and R$ 551 million in 1H24. The amount in the 1H24 is due to
the expansion progress, with the opening of 5 stores in 1H24, 4 stores in 1Q24 and 1 store in 2Q24, in addition to 10 stores under construction
with expected opening in 2H24.
CASH CYCLE DEMONSTRATES
RESILIENCE OF THE BUSINESS MODEL
In days of COGS
| (1) | Cash Cycle = Suppliers (-) Inventories (-) Receivables (Including discounted receivables) |
The cash cycle remained stable compared to 1Q24 (5.0 days
in the 2Q24 vs. 4.6 days in the 1Q24).
Compared to 2Q23, cash
cycle reduced 5.6 days, mainly due to the decrease in supplier days. As mentioned in the 2Q23 earnings call, the strong comparison base
was a one-off event.
It is important to note that the receivables line
shows a slight decrease compared to 2Q23 and stability compared to 1Q24. The Company emphasizes that there was no change in the installment
policy for clients purchases in 2Q24.
Over the past 24 months, the following factors affected
the cash cycle:
| · | 2Q22:
Higher inventory levels (51.5 days) preceding the intense process of opening 52 stores in the second half of 2022; |
| · | 2Q23:
(i) normalization of inventory days, with a reduction of 6.3 days (from 51.5 days in 2Q22 vs. 45.2 days in 2Q23), following the intense
pace of expansion and maturation of new stores, as well as preparation for the deflationary period, which led to a (ii) temporary increase
in supplier of 6.9 days (67.9 days in 2Q23 vs. 60.4 days in 2Q22); |
| · | 2Q24:
An improvement of 0.9 days in inventory compared to 2Q23, reaching 44.3 days, continuing the store maturation process. |
OPERATING
CASH GENERATION OF R$ 7.6 BILLION SUPPORTED 88% OF INVESTMENTS IN 2 YEARS
(R$ million - Last 24 months) |
2Q24 |
EBITDA (1) |
6,834 |
Change in WK |
816 |
Operational Cash Generation |
7,650 |
Capex |
(5,623) |
Acquisition of Hypermarkets |
(2,879) |
Free Cash Generation |
(852) |
Dividends |
22 |
Payment of Interests |
(3,431) |
Total Cash Generation |
(4,261) |
(1) Adjusted
EBITDA Pre IFRS16 (excluding equity income)
The operational cash generation
totaled R$ 7.6 billion over the past 24 months. This performance is due to the EBITDA, which totaled R$ 6.8 billion, and a positive working
capital variation of R$ 816 million, as detailed in the previous section.
Over
the last 2 years, Assaí underwent a significant expansion, opening 84 stores (64 conversions of acquired hypermarkets and 20 organic).
The Company invested R$ 8.5 billion, of which R$ 4.8 billion was in expansion (organic openings and hypermarket conversions), R$ 2.9 billion
for the acquisition of 66 hypermarkets, and R$ 0.9 billion in maintenance and renovations, including the implementation of new services.
Operational cash generation (R$ 7.6 billion) supported 88% of the total investment made during the period.
Additionally, the cash flow
also reflects the effects of the higher level of debt and interest payments, resulting from the expansion process that includes hypermarket
conversions and the high SELIC rate.
CONTINUED
REDUCTION IN LEVERAGE
(R$ Million) |
2Q24 |
2Q23 |
Current Debt |
(6,362) |
(1,198) |
Non-Current Debt |
(11,098) |
(11,738) |
Total Gross Debt |
(17,460) |
(12,936) |
Cash and Cash Equivalent |
5,104 |
4,596 |
Net Debt |
(12,356) |
(8,340) |
Balance of Receivables discounted |
(1,630) |
(2,420) |
Payable on the hypermarkets acquisition (2) |
- |
(1,997) |
Net Debt + Receivable discounted + Payable on the hypermarkets acquisition |
(13,986) |
(12,756) |
Adjusted EBITDA Pre IFRS 16 (1) |
3,831 |
3,004 |
Net Debt + Receivable discounted + Payable on the hypermarkets acquisition /Adjusted EBITDA Pre IFRS16 (1) |
-3.65x |
-4.25x |
|
|
(1)
Adjusted EBITDA Pre IFRS 16 accumulated the last 12 months (excluding equity income)
(2) End of payments for
the acquisition of hypermarkets in 1Q24
Success in the issuance
of debentures: R$ 1.8 billion at CDI+1.25%, below the average debt cost (CDI+1.49% in 1Q24) and with an extension of the average term
(from 28 months to 32 months) as part of the process of improving the Company's debt profile. This issuance increases the level of gross
debt, but also the level of cash and cash equivalents, with a neutral effect on net debt. It is worth noting that the increase in gross
debt (from R$ 15.7 billion in 1Q24 to R$ 17.5 billion in 2Q24) is for a short period, as there are maturities of R$ 2.4 billion scheduled
for the second half of 2024, with R$ 1.8 billion due in August.
The leverage ratio, represented
by the Net Debt/Adjusted EBITDA Pre-IFRS16, reached 3.65x in 2Q24. This result represents a reduction of 0.60x compared to the same
period last year and 0.10x compared to 1Q24 due to the operating cash flow generated with the maturation of the new stores.
(1) | | Adjusted EBITDA Pre-IFRS16 accumulated the last 12 months (excluding equity income) |
(2) | | Contractual Ratios: [Gross Debt (-) Cash (-) Card Receivables] / [Gross Profit
(-) SG&A (-) Depreciation and Amortization (+) Other Operating Income] Unscaled graph |
At
the end of the period, the balance of discounted receivables was R$ 1.6 billion, with an average term of 7 days. Note that the prepayment
of receivables is a typical operation of the Brazilian retail/market and a relevant component of the Company's treasury management, which
manages the cash balance invested and the amount of receivables available for discount.
COMPANY'S
CASH AND CASH EQUIVALENTS TOTAL R$ 7 BILLION
The Company ended the
quarter with total cash and cash equivalents of R$ 6.9 billion including undiscounted receivables that can be converted into cash by the
next business day (D+1). This amount was R$1.7 billion higher than in 1Q24 and R$1.8 billion compared to 2Q23, especially due to inflow
of resources related to the issuance of debentures by the end of June 2024 (R$ 1.8 billion).
The
Company's cash and cash equivalents increase along with the average cash balance of R$ 835 million in 2Q24 (compared to R$ 777
million in 4Q23 and R$ 639 million in 1Q24) and the balance of undiscounted receivables (R$ 1.8 billion at the end of 2Q24 vs. R$ 535
million at the end of 2Q23 and vs. R$ 625 million in 1Q24) due to the latest issue of debentures.
FORFAITING
Operations involving the
sale of receivables to a financial institution and prepayment of receivables are common practices in the retail sector and in the Brazilian
market.
The Company offers its product
and property, plant and equipment suppliers the possibility of advancing their receivables through agreements with financial institutions.
The agreements are designed to provide advance liquidity to suppliers and hence such operations, also known as “forfaiting”,
are carried out at the sole discretion of the supplier. As such, financial institutions become the creditors and the Company makes payments
under the same conditions agreed originally with the suppliers and receives a commission from the financial institutions for this intermediation
recorded as financial revenue, which totaled R$ 28 million in 1H24. There is no obligation resulting in expenses for the Company and these
liabilities are not considered net debt.
The
Company Management also considered the guidelines issued by CVM SNC/SEP Letter 01/2022, providing the qualitative aspects on this
topic and concluded that there are no significant impacts precisely because the economic essence of the transaction is maintained and
because there is no change in the conditions originally agreed with suppliers.
On June 30, 2024, the balance
payable on these operations was R$ 659 million (R$ 510 million related to products and R$ 149 million to property, plant and equipment)
vs. R$ 1.5 billion on December 31, 2023 (R$ 1.1 billion related to products and R$ 389 million to property, plant and equipment) vs. R$1.5
billion on June 30, 2023 (R$ 593 million related to products and R$ 956 million to property, plant and equipment).
CONTINUOUS
SUSTAINABILITY IMPROVEMENTS
The Company’s new
Sustainability Strategy aims to boost prosperity for all through responsible and transparent operations and less environmental
impact, based on three strategic pillars:
| · | Efficient operations: innovations to reduce impact
on the climate and ensure more responsible supply chains. |
| · | People and community development:
promoting prosperity for all, with growth opportunities for employees, entrepreneurs and communities. |
·
Ethical and transparent management: ethical and
transparent relationships guided by ESG good practices. The highlights of 2Q24 were:
EFFICIENT OPERATIONS
| · | Reuse
of 42% in waste treatment processes in 2Q24 through recycling, composting, and reduction of food waste (-1% p.p. vs. 2023), notably
through the Destino Certo program, which prevented more than 929 tons of fruits and vegetables from being sent to landfills. |
PEOPLE AND COMMUNITY DEVELOPMENT
| · | Assaí continued its efforts to promote an increasingly
diverse and inclusive working environment: |
o | | 25.1% of women
in leadership positions (-0.3 p.p. vs. 2Q23); |
o | | 42.9% of Black
people in leadership positions (managers and above), stable vs. 2Q23; |
| o | Among the Ibovespa companies with
the highest level of black people in leadership positions |
o | | Certification
as one of the "best companies for LGBTQIA+ people to work for", according to the Human Rights Campaign (HRC) Foundation,
Instituto Mais Diversidade and the LGBTI+ Forum. |
| · | Through
the Assaí Institute, the Company continues to promote opportunities and paths to prosperity for people and communities: |
o | | Donation of 1,365
tons of food and hygiene and cleaning items to families in vulnerable situations in 2024, including the emergency action in support of
the State of Rio Grande do Sul (RS), sending 88 tons of food, 750 mattresses, and 2,500 blankets to families affected by heavy rains; |
o | | Donation of 54
tons of clothes, warm clothing and blankets destined (+28% vs. 2Q23) to 31 partner social institutions throughout Brazil through the
campaign "Warm Clothing is Something We Share"; |
o | | The
Sports and Citizenship Forum was held involving more than 40 social institutions to discuss gender equality,
anti-racist education, mental health, and non-violent communication in sports. |
AWARDS AND RECOGNITIONS
The highlights in the period were:
| · | Ibevar-FIA 2024 Ranking: Most admired wholesaler
by consumers; |
| · | 25th edition
of the Modern Consumer Award for Excellence in Customer Service: for the 4th time awarded 1st place in the Retail
- Supermarkets, Proximity and Cash & Carry category; |
| · | The Best of São
Paulo: elected by the people of São Paulo, for the 9th consecutive time, the Best Wholesaler in the capital; |
| · | Brazilian Supermarkets
Association (ABRAS) and ABAAS Rankings: 2nd place among the largest food retailers in Brazil in 2023 (criterion: revenue); |
| · | Best Investor Day by Institutional
Investor: 3rd place in the retail category according to the Buy Side evaluation; |
| · | Interbrand Ranking of
Most Valuable Brazilian Brands: 22nd most valuable Brazilian brand and 1st in the food retail segment. |
ABOUT
SENDAS DISTRIBUIDORA S.A.
Assaí Atacadista
is a Corporation (company without a single controlling shareholder) that has been operating for 50 years in Cash & Carry and
the food network with the biggest presence in Brazilian homes (NielsenIQ Homescan). It is one of Brazil's largest retailers, having recorded
gross sales of R$ 72.8 billion in 2023. Established in São Paulo (SP), it serves small and midsize merchants and consumers who
seek greater savings in both unitary and large volume purchases.
Assaí is the only exclusively
Cash&Carry company whose shares are listed on both the Brazilian Stock Exchange (B3 - ASAI3) and the New York Stock Exchange (NYSE
- ASAI). Currently, it has 293 stores across all regions in Brazil (24 states and the Federal District) and more than 80,000 employees,
being considered one of the best companies to work for in Brazil by the Great Place to Work (GPTW). Recognized for its strong social
work, it has the Assaí Institute, which, since 2022, has been working on social impact actions in support of entrepreneurship,
promotion of sports, and food security.
Throughout the second quarter
of 2024, it was ranked 1st in the Retail - Supermarkets, Proximity, and Cash & Carry category of the 25th
edition of the Modern Consumer Award for Excellence in Customer Service, in addition to being the 22nd most valuable Brazilian
brand and the 1st in the food retail segment according to the Interbrand Ranking of Most Valuable Brazilian Brands. The Company
is also the only food retailer in the top 10 of the IDIVERSA B3 portfolio, which recognizes publicly held companies with the best indices
in racial and gender diversity.
CONTACTS –
INVESTOR RELATIONS DEPARTMENT
Vitor Fagá de Almeida
Vice President of Finance and Investor Relations
Gabrielle Castelo Branco Helú
Investor Relations
Officer
Ana Carolina Silva
Beatris Atilio
Daniel Magalhães
Guilherme Muniz
João Felipe Pessoa
Marcel Silva
Email: ri.assai@assai.com.br
Website: www.ri.assai.com.br
APPENDICES
IFRS-16 IMPACTS
With the adoption of IFRS16
in January 2019, a few income statement lines are affected. The table shows the key changes:
2Q24 2Q23
(R$ million) |
PRE |
POST |
Δ |
PRE |
POST |
Δ |
Selling, General and Administrative Expenses |
(2,002) |
(1,698) |
304 |
(1,795) |
(1,480) |
315 |
Adjusted EBITDA |
965 |
1,288 |
323 |
815 |
1,113 |
298 |
Adjusted EBITDA Margin |
5.4% |
7.2% |
1.8 p.p. |
5.1% |
7.0% |
1.9 p.p. |
Other Operating Revenue (Expenses), net |
(4) |
(4) |
- |
(19) |
(18) |
1 |
Depreciation and Amortization |
(267) |
(407) |
(140) |
(240) |
(358) |
(118) |
Net Financial Result |
(468) |
(719) |
(251) |
(420) |
(628) |
(208) |
Income Tax and Social Contribution |
(61) |
(35) |
26 |
38 |
47 |
9 |
Net Income for the Period |
165 |
123 |
(42) |
174 |
156 |
(18) |
Net Margin |
0.9% |
0.7% |
-0.2 p.p. |
1.1% |
1.0% |
-0.1 p.p. |
1H24 1H23
(R$ million) |
PRE |
POST |
Δ |
PRE |
POST |
Δ |
Selling, General and Administrative Expenses |
(3,925) |
(3,319) |
606 |
(3,555) |
(2,992) |
563 |
Adjusted EBITDA |
1,862 |
2,505 |
643 |
1,467 |
2,064 |
597 |
Adjusted EBITDA Margin |
5.3% |
7.1% |
1.8 p.p. |
4.7% |
6.6% |
1.9 p.p. |
Other Operating Revenue (Expenses), net |
(7) |
(8) |
(1) |
(24) |
(14) |
10 |
Depreciation and Amortization |
(530) |
(806) |
(276) |
(460) |
(694) |
(234) |
Net Financial Result |
(978) |
(1,479) |
(501) |
(848) |
(1,258) |
(410) |
Income Tax and Social Contribution |
(89) |
(29) |
60 |
117 |
130 |
13 |
Net Income for the Period |
258 |
183 |
(75) |
252 |
228 |
(24) |
Net Margin |
0.7% |
0.5% |
-0.2 p.p. |
0.8% |
0.7% |
-0.1 p.p. |
OPERATIONAL
INFORMATION
I – Number of stores and sales
area
# of Stores |
2Q20 |
2Q21 |
2Q22 |
2Q23 |
3Q23 |
4Q23 |
1Q24 |
2Q24 |
Southeast |
93 |
102 |
115 |
145 |
149 |
152 |
154 |
155 |
Northeast |
44 |
49 |
61 |
74 |
76 |
82 |
83 |
83 |
MidWest |
17 |
20 |
21 |
25 |
25 |
27 |
28 |
28 |
North |
10 |
11 |
16 |
17 |
17 |
17 |
17 |
17 |
South |
5 |
5 |
7 |
9 |
9 |
10 |
10 |
10 |
Total |
169 |
187 |
220 |
270 |
276 |
288 |
292 |
293 |
Sales Area (thousand sqm meters) |
724 |
810 |
1,007 |
1,350 |
1,390 |
1,456 |
1,478 |
1,483 |
Since the start of conversions
(3Q22), six stores have been closed, one in 3Q22, three in 4Q22, one in 2Q23, and one in 3Q23. Furthermore, the sales area of five stores
in operation was expanded through the conversion project.
FINANCIAL
INFORMATION
The interim financial information (excluding
appendix II) was prepared in accordance with international financial reporting standards issued by the International Accounting Standards
Board (IASB), accounting practices adopted in Brazil, CVM standards and the technical pronouncements of the Accounting Pronouncements
Committee (CPC).
II - Income Statement (Pre-IFRS 16) |
|
(R$ million) |
2Q24 |
2Q23 |
Δ% |
1H24 |
1H23 |
Δ% |
Gross Revenue |
19,469 |
17,553 |
10.9% |
38,295 |
34,120 |
12.2% |
Net Revenue |
17,871 |
15,984 |
11.8% |
35,093 |
31,080 |
12.9% |
Cost of Goods Sold |
(14,920) |
(13,386) |
11.5% |
(29,338) |
(26,082) |
12.5% |
Depreciation (Logistic) |
(9) |
(9) |
0.0% |
(18) |
(17) |
5.9% |
Gross Profit |
2,942 |
2,589 |
13.6% |
5,737 |
4,981 |
15.2% |
Selling Expenses |
(1,804) |
(1,614) |
11.8% |
(3,519) |
(3,163) |
11.3% |
General and Administrative Expenses |
(198) |
(181) |
9.4% |
(406) |
(391) |
3.8% |
Selling, General and Adm. Expenses |
(2,002) |
(1,795) |
11.5% |
(3,925) |
(3,555) |
10.4% |
Equity income |
16 |
12 |
33.3% |
32 |
24 |
33.3% |
Other Operating Expenses, net |
(4) |
(19) |
-78.9% |
(7) |
(24) |
-70.8% |
Depreciation and Amortization |
(258) |
(231) |
11.7% |
(512) |
(443) |
15.6% |
Earnings Before Interest and Taxes - EBIT |
694 |
556 |
24.8% |
1,325 |
983 |
34.8% |
Financial Revenue |
54 |
59 |
-8.1% |
107 |
129 |
-16.9% |
Financial Expenses |
(522) |
(479) |
9.0% |
(1,085) |
(977) |
11.1% |
Net Financial Result |
(468) |
(420) |
11.4% |
(978) |
(848) |
15.3% |
Income Before Income Tax - EBT |
226 |
136 |
66.2% |
347 |
135 |
157.0% |
Income Tax and Social Contribution |
(61) |
38 |
-260.5% |
(89) |
117 |
-176.1% |
Net Income for the Period |
165 |
174 |
-5.2% |
258 |
252 |
2.4% |
EBITDA - (Earnings before Interest, Taxes, Depreciation, Amortization) |
961 |
796 |
20.7% |
1,855 |
1,443 |
28.6% |
Adjusted EBITDA (1) |
965 |
815 |
18.4% |
1,862 |
1,467 |
26.9% |
|
|
|
|
|
|
|
% of Net Revenue |
2Q24 |
2Q23 |
Δ p.p. |
1H24 |
1H23 |
Δ p.p. |
Gross Profit |
16.5% |
16.2% |
0.3 p.p. |
16.3% |
16.0% |
0.3 p.p. |
Selling Expenses |
-10.1% |
-10.1% |
0.0 p.p. |
-10.0% |
-10.2% |
0.2 p.p. |
General and Administrative Expenses |
-1.1% |
-1.1% |
0.0 p.p. |
-1.2% |
-1.3% |
0.1 p.p. |
Selling, General and Adm. Expenses |
-11.2% |
-11.2% |
0.0 p.p. |
-11.2% |
-11.4% |
0.2 p.p. |
Equity Income |
0.1% |
0.1% |
0.0 p.p. |
0.1% |
0.1% |
0.0 p.p. |
Other Operating Expenses, net |
0.0% |
-0.1% |
0.1 p.p. |
0.0% |
-0.1% |
0.1 p.p. |
Depreciation and Amortization |
-1.4% |
-1.4% |
0.0 p.p. |
-1.5% |
-1.4% |
-0.1 p.p. |
EBIT |
3.9% |
3.5% |
0.4 p.p. |
3.8% |
3.2% |
0.6 p.p. |
Net Financial Result |
-2.6% |
-2.6% |
0.0 p.p. |
-2.8% |
-2.7% |
-0.1 p.p. |
Income Before Income Tax - EBT |
1.3% |
0.9% |
0.4 p.p. |
1.0% |
0.4% |
0.6 p.p. |
Income Tax and Social Contribution |
-0.3% |
0.2% |
-0.5 p.p. |
-0.3% |
0.4% |
-0.7 p.p. |
Net Income for the Period |
0.9% |
1.1% |
-0.2 p.p. |
0.7% |
0.8% |
-0.1 p.p. |
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA |
5.4% |
5.0% |
0.4 p.p. |
5.3% |
4.6% |
0.7 p.p. |
Adjusted EBITDA (1) |
5.4% |
5.1% |
0.3 p.p. |
5.3% |
4.7% |
0.6 p.p. |
(1) Adjusted for Other Operating Revenue (Expenses)
|
III - Income Statement (Post-IFRS 16) |
|
|
|
|
|
|
R$ - Million |
2Q24 |
2Q23 |
Δ% |
1H24 |
1H23 |
Δ% |
Gross Revenue |
19,469 |
17,553 |
10.9% |
38,295 |
34,120 |
12.2% |
Net Revenue |
17,871 |
15,984 |
11.8% |
35,093 |
31,080 |
12.9% |
Cost of Goods Sold |
(14,901) |
(13,403) |
11.2% |
(29,301) |
(26,048) |
12.5% |
Depreciation (Logistic) |
(22) |
(17) |
29.4% |
(42) |
(40) |
5.0% |
Gross Profit |
2,948 |
2,564 |
15.0% |
5,750 |
4,992 |
15.2% |
Selling Expenses |
(1,504) |
(1,303) |
15.4% |
(2,920) |
(2,609) |
11.9% |
General and Administrative Expenses |
(194) |
(177) |
9.6% |
(399) |
(383) |
4.2% |
Selling, General and Adm. Expenses |
(1,698) |
(1,480) |
14.7% |
(3,319) |
(2,992) |
10.9% |
Equity income |
16 |
12 |
33.3% |
32 |
24 |
33.3% |
Other Operating Expenses, net |
(4) |
(18) |
-77.8% |
(8) |
(14) |
-42.9% |
Depreciation and Amortization |
(385) |
(341) |
12.9% |
(764) |
(654) |
16.8% |
Earnings Before Interest and Taxes - EBIT |
877 |
737 |
19.0% |
1,691 |
1,356 |
24.7% |
Financial Revenue |
54 |
59 |
-8.5% |
97 |
129 |
-24.8% |
Financial Expenses |
(773) |
(687) |
12.5% |
(1,576) |
(1,387) |
13.6% |
Net Financial Result |
(719) |
(628) |
14.5% |
(1,479) |
(1,258) |
17.6% |
Income Before Income Tax - EBT |
158 |
109 |
45.0% |
212 |
98 |
116.3% |
Income Tax and Social Contribution |
(35) |
47 |
-174.5% |
(29) |
130 |
-122.3% |
Net Income for the Period |
123 |
156 |
-21.2% |
183 |
228 |
-19.7% |
EBITDA - (Earnings before Interest, Taxes, Depreciation, Amortization) |
1,284 |
1,095 |
17.3% |
2,497 |
2,050 |
21.8% |
Adjusted EBITDA (1) |
1,288 |
1,113 |
15.7% |
2,505 |
2,064 |
21.4% |
|
|
|
|
|
|
|
(R$ million) |
2Q24 |
2Q23 |
Δ p.p. |
1H24 |
1H23 |
Δ p.p. |
Gross Profit |
16.5% |
16.0% |
0.5 p.p. |
16.4% |
16.1% |
0.3 p.p. |
Selling Expenses |
-8.4% |
-8.2% |
-0.2 p.p. |
-8.3% |
-8.4% |
0.1 p.p. |
General and Administrative Expenses |
-1.1% |
-1.1% |
0.0 p.p. |
-1.1% |
-1.2% |
0.1 p.p. |
Selling, General and Adm. Expenses |
-9.5% |
-9.3% |
-0.2 p.p. |
-9.5% |
-9.6% |
0.1 p.p. |
Equity Income |
0.1% |
0.1% |
0.0 p.p. |
0.1% |
0.1% |
0.0 p.p. |
Other Operating Expenses, net |
0.0% |
-0.1% |
0.1 p.p. |
0.0% |
0.0% |
0.0 p.p. |
Depreciation and Amortization |
-2.2% |
-2.1% |
-0.1 p.p. |
-2.2% |
-2.1% |
-0.1 p.p. |
EBIT |
4.9% |
4.6% |
0.3 p.p. |
4.8% |
4.4% |
0.4 p.p. |
Net Financial Result |
-4.0% |
-3.9% |
-0.1 p.p. |
-4.2% |
-4.0% |
-0.2 p.p. |
Income Before Income Tax - EBT |
0.9% |
0.7% |
0.2 p.p. |
0.6% |
0.3% |
0.3 p.p. |
Income Tax and Social Contribution |
-0.2% |
0.3% |
-0.5 p.p. |
-0.1% |
0.4% |
-0.5 p.p. |
Net Income for the Period |
0.7% |
1.0% |
-0.3 p.p. |
0.5% |
0.7% |
-0.2 p.p. |
Earnings before Interest, Taxes, Depreciation, Amortization - EBITDA |
7.2% |
6.9% |
0.3 p.p. |
7.1% |
6.6% |
0.5 p.p. |
Adjusted EBITDA (1) |
7.2% |
7.0% |
0.2 p.p. |
7.1% |
6.6% |
0.5 p.p. |
(1) Adjusted for Other Operating Revenue (Expenses)
|
IV - Balance Sheet (Post-IFRS
16)
ASSETS |
|
(R$ million) |
30.06.2024 |
31.12.2023 |
Current Assets |
15,641 |
14,616 |
Cash and cash equivalent |
5,104 |
5,459 |
Trade receivables |
1,929 |
1,199 |
Inventories |
7,242 |
6,664 |
Recoverable taxes |
1,085 |
1,100 |
Derivative financial instruments |
52 |
48 |
Other accounts receivable |
229 |
146 |
Non-current assets |
28,433 |
28,561 |
Deferred income tax and social contribution |
216 |
171 |
Recoverable taxes |
539 |
573 |
Derivative financial instruments |
220 |
226 |
Related parties |
19 |
23 |
Restricted deposits for legal proceedings |
37 |
44 |
Other accounts receivable |
116 |
118 |
Investments |
802 |
864 |
Property, plan and equipment |
13,183 |
13,148 |
Intangible assets |
5,175 |
5,172 |
Right-of-use assets |
8,126 |
8,222 |
TOTAL ASSETS |
44,074 |
43,177 |
LIABILITIES |
|
|
(R$ million) |
30.06.2024 |
31.12.2023 |
Current Liabilities |
18,727 |
16,425 |
Trade payables, net |
9,715 |
9,759 |
Trade payables - Agreements |
659 |
1,459 |
Trade payables - Agreements - Acquisition of hypermarkets |
- |
892 |
Borrowings |
949 |
36 |
Debentures and promissory notes |
5,465 |
2,079 |
Payroll and related taxes |
640 |
624 |
Lease liabilities |
374 |
532 |
Taxes payable |
281 |
298 |
Income tax and social contribution payable |
55 |
- |
Deferred revenues |
288 |
418 |
Other accounts payable |
301 |
328 |
Non-current liabilities |
20,520 |
22,122 |
Trade payables, net |
25 |
38 |
Borrowings |
926 |
1,947 |
Debentures and promissory notes |
10,392 |
11,122 |
Provision for legal proceedings |
242 |
263 |
Lease liabilities |
8,840 |
8,652 |
Deferred revenues |
32 |
37 |
Other accounts payable |
63 |
63 |
Shareholders' Equity |
4,827 |
4,630 |
Share capital |
1,272 |
1,272 |
Capital reserve |
72 |
56 |
Earnings reserve |
3,492 |
3,309 |
Other comprehensive results |
(9) |
(7) |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY |
44,074 |
43,177 |
V - Cash Flow (Post-IFRS 16) |
|
(R$ million) |
30.06.2024 |
30.06.2023 |
Net income for the period |
183 |
228 |
Deferred income tax and social contribution |
(44) |
(128) |
Loss on disposal of property, plant and equipment and lease |
9 |
7 |
Depreciation and amortization |
806 |
694 |
Interests and monetary variation |
1,536 |
1,389 |
Share of profit and loss of associate |
(32) |
(24) |
Provision of legal proceedings |
34 |
90 |
Provision of stock option |
16 |
9 |
Allowance for inventory losses and damages |
288 |
242 |
(Reverse of) expected credit loss for doubtful accounts |
(2) |
3 |
|
2,794 |
2,510 |
Variation of operating assets
Trade receivables |
(731) |
(139) |
Inventories |
(866) |
(149) |
Recoverable taxes |
49 |
271 |
Dividends received |
94 |
20 |
Other assets |
(98) |
(108) |
Related parties |
4 |
(1) |
Restricted deposits for legal proceedings |
7 |
8 |
|
(1,541) |
(98) |
Variation of operating liabilities
Trade payables |
(536) |
526 |
Payroll and related taxes |
16 |
(42) |
Taxes and social contributions payable |
38 |
(26) |
Other accounts payable |
(27) |
(84) |
Payment for legal proceedings |
(60) |
(34) |
Deferred revenues |
(135) |
(118) |
|
(704) |
222 |
|
|
|
Net cash generated by operating activities |
549 |
2,634 |
Cash flow from investment activities
Purchase of property, plant and equipment |
(852) |
(1,362) |
Purchase of intangible assets |
(19) |
(29) |
Proceeds from property, plant and equipment |
2 |
16 |
Proceeds from assets held for sale |
16 |
9 |
Net cash used in investment activities |
(853) |
(1,366) |
Cash flow from financing activities
Capital contribution |
- |
2 |
Proceeds from borrowings |
2,300 |
300 |
Cost of funding of borrowings |
(12) |
(51) |
Payments of borrowings |
(199) |
(104) |
Payments of interest on borrowings |
(567) |
(502) |
Dividend and Interest on own capital paid |
- |
(118) |
Payments of lease liabilities |
(148) |
(169) |
Payment of interest on lease liability |
(529) |
(476) |
Payment of acquisition of hypermarkets |
(896) |
(1,396) |
Net cash used in financing activities |
(51) |
(2,514) |
Net decrease in cash and cash equivalents |
(355) |
(1,246) |
Cash and cash equivalents at the beginning of the period |
5,459 |
5,842 |
Cash and cash equivalents at the end of the period |
5,104 |
4,596 |
Net decrease in cash and cash equivalents |
(355) |
(1,246) |
(Convenience Translation into English from the Original
Previously Issued in Portuguese)
Sendas Distribuidora
S.A.
Report on Review of
Interim Financial Information
for the Three-and-Six-month Periods Ended
June 30, 2024
Deloitte Touche Tohmatsu Auditores Independentes Ltda.
Deloitte Touche Tohmatsu
Av. Dr. Chucri Zaidan,
1.240 -
4º ao 12º andares - Golden Tower 04711-130
- São Paulo - SP
Brazil
Tel.: + 55 (11) 5186-1000
Fax: + 55 (11) 5181-2911
www.deloitte.com.br
|
(Convenience Translation into English from
the Original Previously Issued in Portuguese) REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders and Management of Sendas Distribuidora
S.A.
Introduction
We have reviewed the accompanying interim financial
information of Sendas Distribuidora S.A. (“Company”), included in the Quarterly Information Form (ITR) for the quarter ended
June 30, 2024, which comprises the balance sheet as at June 30, 2024 and the related statements of operations and of comprehensive income
for the three and six-month periods then ended and of changes in equity and of cash flows for the six-month period then ended,
including the explanatory notes.
Management is responsible for the preparation
of the interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Reporting and international
standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the
presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable
to the preparation of Quarterly Information (ITR).
Our responsibility is to express a conclusion on this interim
financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian
and International Standards on Review of Interim Financial Information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information
Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries,
primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with the standards on auditing and, consequently, does not enable us
to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Conclusion on the interim financial information
Based on our review, nothing
has come to our attention that causes us to believe that the accompanying interim financial information included in the quarterly information
referred to above was not prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international
standard IAS 34, applicable to the preparation of Quarterly Information (ITR), and presented in accordance with the standards issued by
the CVM.
Deloitte refers to one or more of Deloitte Touche Tohmatsu
Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organization”).
DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent
entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable
only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about
to learn more.
Deloitte provides industry-leading audit and assurance,
tax and legal, consulting, financial advisory, and risk advisory services to nearly 90% of the Fortune Global 500® and thousands
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worldwide make an impact that matters at www.deloitte.com.
© 2024. For information, contact Deloitte Global.
Other matters
Statement of value added
The interim financial information includes the statement
of value added (DVA) for the six-month period ended June 30, 2024, prepared under the responsibility of the Company’s Management,
and disclosed as supplementary information for the purposes of international standard IAS 34. This statement has been subject to review
procedures performed in conjunction with the review of the ITR to reach a conclusion on whether it is reconciled with the interim financial
information and the accounting records, as applicable, and if its form and content are in accordance with the criteria defined in technical
pronouncement
CPC 09 (R1) - Statement of Value Added. Based on
our review, nothing has come to our attention that causes us to believe that this statement of value added was not prepared, in all material
respects, in accordance with the criteria set out in such technical pronouncement and consistently with the interim financial information
taken as a whole.
Convenience translation
The accompanying interim financial information has
been translated into English for the convenience of readers outside Brazil.
São Paulo, August 8, 2024
DELOITTE
TOUCHE TOHMATSU |
Eduardo
Franco Tenorio |
Auditores
Independentes Ltda. |
Engagement
Partner |
2024SP034160
©
2024. For information, contact Deloitte Global. 21
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | |
| |
Corporate information / Capital composition
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | |
| |
Individual Financial Statements / Balance Sheet
- Assets R$ (in thousands)
|
Current Quarter |
Prior year |
Account code |
Account description |
6/30/2024 |
12/31/2023 |
1 |
Total Assets |
44,074,000 |
43,177,000 |
1.01 |
Current Assets |
15,641,000 |
14,616,000 |
1.01.01 |
Cash and cash equivalents |
5,104,000 |
5,459,000 |
1.01.03 |
Acoounts Receivables |
1,929,000 |
1,199,000 |
1.01.03.01 |
Trade Receivables |
1,929,000 |
1,199,000 |
1.01.04 |
Inventories |
7,242,000 |
6,664,000 |
1.01.06 |
Recoverable Taxes |
1,085,000 |
1,100,000 |
1.01.08 |
Other Current Assets |
281,000 |
194,000 |
1.01.08.03 |
Others |
281,000 |
194,000 |
1.01.08.03.01 |
Derivative Financial Instruments |
52,000 |
48,000 |
1.01.08.03.03 |
Other Accounts Receivable |
229,000 |
146,000 |
1.02 |
Non-current Assets |
28,433,000 |
28,561,000 |
1.02.01 |
Long-Term Assets |
1,147,000 |
1,155,000 |
1.02.01.07 |
Deferred Taxes |
216,000 |
171,000 |
1.02.01.09 |
Receivable From Related Parties |
19,000 |
23,000 |
1.02.01.09.04 |
Receivable from Others Related Parties |
19,000 |
23,000 |
1.02.01.10 |
Other Non-current Assets |
912,000 |
961,000 |
1.02.01.10.04 |
Recoverable Taxes |
539,000 |
573,000 |
1.02.01.10.05 |
Restricted Deposits for Legal Proceedings |
37,000 |
44,000 |
1.02.01.10.06 |
Derivative Financial Instruments |
220,000 |
226,000 |
1.02.01.10.07 |
Other Accounts Receivable |
116,000 |
118,000 |
1.02.02 |
Investments |
802,000 |
864,000 |
1.02.02.01 |
Investments in Associates |
802,000 |
864,000 |
1.02.02.01.03 |
Joint Venture Participation |
802,000 |
864,000 |
1.02.03 |
Property, Plant and Equipment |
21,309,000 |
21,370,000 |
1.02.03.01 |
Property, Plant and Equipment in Use |
13,183,000 |
13,148,000 |
1.02.03.02 |
Right of Use on Leases |
8,126,000 |
8,222,000 |
1.02.04 |
Intangible Assets |
5,175,000 |
5,172,000 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | |
| |
Individual Financial Statements / Balance Sheet
- Liabilities R$ (in thousands)
|
Current Quarter |
Prior year |
Account code |
Account description |
6/30/2024 |
12/31/2023 |
2 |
Total Liabilities |
44,074,000 |
43,177,000 |
2.01 |
Current Liabilities |
18,727,000 |
16,425,000 |
2.01.01 |
Payroll and Related Taxes |
640,000 |
624,000 |
2.01.01.01 |
Social Taxes |
81,000 |
84,000 |
2.01.01.02 |
Payroll Taxes |
559,000 |
540,000 |
2.01.02 |
Trade Payables |
10,374,000 |
12,110,000 |
2.01.02.01 |
National Trade Payables |
10,374,000 |
12,110,000 |
2.01.02.01.01 |
Trade Payables |
9,715,000 |
9,759,000 |
2.01.02.01.02 |
Trade Payables - Agreements |
659,000 |
1,459,000 |
2.01.02.01.03 |
Trade payables - Agreements - Acquisition of hypermarkets |
- |
892,000 |
2.01.03 |
Taxes and Contributions Payable |
336,000 |
298,000 |
2.01.04 |
Borrowings and Financing |
6,414,000 |
2,115,000 |
2.01.04.01 |
Borrowings and Financing |
949,000 |
36,000 |
2.01.04.02 |
Debentures |
5,465,000 |
2,079,000 |
2.01.05 |
Other Liabilities |
963,000 |
1,278,000 |
2.01.05.02 |
Others |
963,000 |
1,278,000 |
2.01.05.02.09 |
Deferred Revenue |
288,000 |
418,000 |
2.01.05.02.17 |
Lease Liability |
374,000 |
532,000 |
2.01.05.02.19 |
Other Accounts Payable |
301,000 |
328,000 |
2.02 |
Non-current Liabilities |
20,520,000 |
22,122,000 |
2.02.01 |
Borrowings and Financing |
11,318,000 |
13,069,000 |
2.02.01.01 |
Borrowings and Financing |
926,000 |
1,947,000 |
2.02.01.02 |
Debentures |
10,392,000 |
11,122,000 |
2.02.02 |
Other Liabilities |
8,928,000 |
8,753,000 |
2.02.02.02 |
Others |
8,928,000 |
8,753,000 |
2.02.02.02.05 |
Trade payables |
25,000 |
38,000 |
2.02.02.02.09 |
Lease Liability |
8,840,000 |
8,652,000 |
2.02.02.02.11 |
Other Accounts Payable |
63,000 |
63,000 |
2.02.04 |
Provision |
242,000 |
263,000 |
2.02.06 |
Deferred Earnings and Revenue |
32,000 |
37,000 |
2.02.06.02 |
Deferred Revenue |
32,000 |
37,000 |
2.03 |
Shareholders’ Equity |
4,827,000 |
4,630,000 |
2.03.01 |
Share Capital |
1,272,000 |
1,272,000 |
2.03.02 |
Capital Reserves |
72,000 |
56,000 |
2.03.04 |
Earnings Reserves |
3,492,000 |
3,309,000 |
2.03.08 |
Other Comprehensive Income |
(9,000) |
(7,000) |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | |
| |
Individual Financial Statements / Statements
of Operations
R$ (in thousands)
|
Current quarter |
Year to date current year |
Same quarter of previous year |
Year to date prior year |
Account code |
Account description |
4/1/2024 to 6/30/2024 |
1/1/2024 to 6/30/2024 |
4/1/2023 to 6/30/2023 |
1/1/2023 to 6/30/2023 |
3.01 |
Net Operating Revenue |
17,871,000 |
35,093,000 |
15,984,000 |
31,080,000 |
3.02 |
Cost of Sales |
(14,923,000) |
(29,343,000) |
(13,420,000) |
(26,088,000) |
3.03 |
Gross Profit |
2,948,000 |
5,750,000 |
2,564,000 |
4,992,000 |
3.04 |
Operating Expense/Income |
(2,071,000) |
(4,059,000) |
(1,827,000) |
(3,636,000) |
3.04.01 |
Selling Expenses |
(1,504,000) |
(2,920,000) |
(1,303,000) |
(2,609,000) |
3.04.02 |
General and Administrative Expenses |
(194,000) |
(399,000) |
(177,000) |
(383,000) |
3.04.05 |
Other Operating Expenses |
(389,000) |
(772,000) |
(359,000) |
(668,000) |
3.04.05.01 |
Depreciation/ Amortization |
(385,000) |
(764,000) |
(341,000) |
(654,000) |
3.04.05.03 |
Other Expenses Operating |
(4,000) |
(8,000) |
(18,000) |
(14,000) |
3.04.06 |
Share of Profit of Associates |
16,000 |
32,000 |
12,000 |
24,000 |
3.05 |
Profit from Operations Before Net Financial Expenses and Taxes |
877,000 |
1,691,000 |
737,000 |
1,356,000 |
3.06 |
Net Financial Result |
(719,000) |
(1,479,000) |
(628,000) |
(1,258,000) |
3.06.01 |
Financial Revenues |
54,000 |
97,000 |
59,000 |
129,000 |
3.06.02 |
Financial Expenses |
(773,000) |
(1,576,000) |
(687,000) |
(1,387,000) |
3.07 |
Income Before Income Tax and Social Contribution |
158,000 |
212,000 |
109,000 |
98,000 |
3.08 |
Income Tax and Social Contribution |
(35,000) |
(29,000) |
47,000 |
130,000 |
3.08.01 |
Current |
(55,000) |
(82,000) |
2,000 |
2,000 |
3.08.02 |
Deferred |
20,000 |
53,000 |
45,000 |
128,000 |
3.09 |
Net Income from Continued Operations |
123,000 |
183,000 |
156,000 |
228,000 |
3.11 |
Net Income for the Period |
123,000 |
183,000 |
156,000 |
228,000 |
3.99 |
Earnings per Share - (Reais/Share) |
|
|
|
|
3.99.01 |
Basic Earnings Per Share |
|
|
|
|
3.99.01.01 |
Common |
0.09032 |
0.13507 |
0.11535 |
0.16867 |
3.99.02 |
Diluted Earnings Per Share |
|
|
|
|
3.99.02.01 |
Common |
0.09005 |
0.13472 |
0.11489 |
0.16815 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | |
| |
Individual Financial Statements / Statements of Comprehensive
Income
R$ (in thousands)
Account
code |
Account
description |
Current quarter
4/1/2024 to 6/30/2024 |
Year to date current year
1/1/2024 to 6/30/2024 |
Same quarter of previous year
4/1/2023 to 6/30/2023 |
Year to date prior year
1/1/2023 to 6/30/2023 |
4.01 |
Net Income for the period |
123,000 |
183,000 |
156,000 |
228,000 |
4.02 |
Other Comprehensive Income |
(5,000) |
(2,000) |
(5,000) |
(4,000) |
4.02.04 |
Fair value of receivables |
(8,000) |
(3,000) |
(8,000) |
(6,000) |
4.02.06 |
Income Tax Effect |
3,000 |
1,000 |
3,000 |
2,000 |
4.03 |
Total Comprehensive Income for the period |
118,000 |
181,000 |
151,000 |
224,000 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | |
| |
Individual Financial Statements / Statements
of Cash Flows - Indirect method
R$ (in thousands)
|
Year to date current year |
Year to date prior year |
Account code |
Account description |
1/1/2024 to 6/30/2024 |
1/1/2023 to 6/30/2023 |
6.01 |
Net Cash Operating Activities |
549,000 |
2,634,000 |
6.01.01 |
Cash Provided by the Operations |
2,793,000 |
2,510,000 |
6.01.01.01 |
Net profit for the period |
183,000 |
228,000 |
6.01.01.02 |
Deferred Income Tax and Social Contribution |
(44,000) |
(128,000) |
6.01.01.03 |
Loss of Disposal of Property, Plant and Equipment and Leasing |
9,000 |
7,000 |
6.01.01.04 |
Depreciation and Amortization |
806,000 |
694,000 |
6.01.01.05 |
Financial Charges |
1,536,000 |
1,389,000 |
6.01.01.07 |
Share of Profit of Associates |
(32,000) |
(24,000) |
6.01.01.08 |
Provision for Legal Proceedings |
34,000 |
90,000 |
6.01.01.10 |
Provision for Stock Option |
16,000 |
9,000 |
6.01.01.11 |
(Reverse) Allowance for Doubtful Accounts |
(3,000) |
3,000 |
6.01.01.13 |
Provision for Allowance for Inventory Losses and Damages |
288,000 |
242,000 |
6.01.02 |
Variations in Assets and Liabilities |
(2,244,000) |
124,000 |
6.01.02.01 |
Trade Receivables |
(730,000) |
(139,000) |
6.01.02.02 |
Inventories |
(866,000) |
(149,000) |
6.01.02.03 |
Recoverable Taxes |
49,000 |
271,000 |
6.01.02.04 |
Other Assets |
(98,000) |
(108,000) |
6.01.02.05 |
Related Parties |
4,000 |
(1,000) |
6.01.02.06 |
Restricted Deposits for Legal Proceedings |
7,000 |
8,000 |
6.01.02.07 |
Trade Payables |
(536,000) |
526,000 |
6.01.02.08 |
Payroll and Related Taxes |
16,000 |
(42,000) |
6.01.02.09 |
Taxes and Social Contributions Payable |
38,000 |
(26,000) |
6.01.02.10 |
Payment for Legal Proceedings |
(60,000) |
(34,000) |
6.01.02.11 |
Deferred Revenue |
(135,000) |
(118,000) |
6.01.02.12 |
Other Liabilities |
(27,000) |
(84,000) |
6.01.02.15 |
Dividends Received |
94,000 |
20,000 |
6.02 |
Net Cash of Investing Activities |
(853,000) |
(1,366,000) |
6.02.02 |
Purchase of Property, Plant and Equipment |
(852,000) |
(1,362,000) |
6.02.03 |
Purchase of Intangible Assets |
(19,000) |
(29,000) |
6.02.04 |
Receipt of Property, Plant and Equipment |
2,000 |
16,000 |
6.02.09 |
Receipt of Sale of Assets Held for Sale |
16,000 |
9,000 |
6.03 |
Net Cash of Financing Activities |
(51,000) |
(2,514,000) |
6.03.01 |
Capital Contribution |
- |
2,000 |
6.03.02 |
Proceeds from Borrowings |
2,300,000 |
300,000 |
6.03.03 |
Payment of Borrowings |
(199,000) |
(104,000) |
6.03.04 |
Payment of Interest on Borrowings |
(567,000) |
(502,000) |
6.03.05 |
Dividends and interest on own equity, paid |
- |
(118,000) |
6.03.09 |
Payment of Lease Liabilities |
(148,000) |
(169,000) |
6.03.10 |
Payment of Interest on Lease Liabilities |
(529,000) |
(476,000) |
6.03.11 |
Borrowing costs from borrowings |
(12,000) |
(51,000) |
6.03.12 |
Payment Points of Sales Acquisition |
(896,000) |
(1,396,000) |
6.05 |
Increase (Decrease) in Cash and Equivalents |
(355,000) |
(1,246,000) |
6.05.01 |
Cash and Cash Equivalents at the beginning of the Period |
5,459,000 |
5,842,000 |
6.05.02 |
Cash and Cash Equivalents at the end of the Period |
5,104,000 |
4,596,000 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | |
| |
Individual Financial Statements / Statements of Changes
in Shareholders' Equity 1/1/2024 to 6/30/2024 R$ (in thousands)
Account code |
Account
description |
Capital stock |
Capital
reserves, granted options and treasury
shares |
Profit reserves |
Retained
earnings
/Accumulated
losses |
Other comprehensive income |
Shareholders'
equity |
5.01 |
Opening Balance |
1,272,000 |
56,000 |
3,309,000 |
- |
(7,000) |
4,630,000 |
5.03 |
Adjusted Opening Balance |
1,272,000 |
56,000 |
3,309,000 |
- |
(7,000) |
4,630,000 |
5.04 |
Capital Transactions with Shareholders |
- |
16,000 |
- |
- |
- |
16,000 |
5.04.03 |
Stock Options Granted |
- |
16,000 |
- |
- |
- |
16,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
183,000 |
(2,000) |
181,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
183,000 |
- |
183,000 |
5.05.02 |
Other Comprehensive Income |
- |
- |
- |
- |
(2,000) |
(2,000) |
5.05.02.07 |
Fair Value of Receivables |
- |
- |
- |
- |
(3,000) |
(3,000) |
5.05.02.09 |
Income Tax Effect |
- |
- |
- |
- |
1,000 |
1,000 |
5.06 |
Internal Changes of Shareholders' Equity |
- |
- |
183,000 |
(183,000) |
- |
- |
5.06.05 |
Tax Incentive Reserve |
- |
- |
183,000 |
(183,000) |
- |
- |
5.07 |
Closing Balance |
1,272,000 |
72,000 |
3,492,000 |
- |
(9,000) |
4,827,000 |
Individual Financial Statements / Statements of Changes
in Shareholders' Equity 1/1/2023 to 6/30/2023 R$ (in thousands)
Account code |
Account
description |
Capital stock |
Capital
reserves, granted options and treasury
shares |
Profit reserves |
Retained
earnings
/Accumulated
losses |
Other comprehensive income |
Shareholders'
equity |
5.01 |
Opening Balance |
1,263,000 |
36,000 |
2,599,000 |
- |
(2,000) |
3,896,000 |
5.03 |
Adjusted Opening Balance |
1,263,000 |
36,000 |
2,599,000 |
- |
(2,000) |
3,896,000 |
5.04 |
Capital Transactions with Shareholders |
2,000 |
9,000 |
- |
- |
- |
11,000 |
5.04.01 |
Capital Contribution |
2,000 |
- |
- |
- |
- |
2,000 |
5.04.03 |
Stock Options Granted |
- |
9,000 |
- |
- |
- |
9,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
228,000 |
(4,000) |
224,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
228,000 |
- |
228,000 |
5.05.02 |
Other comprehensive income |
- |
- |
- |
- |
(4,000) |
(4,000) |
5.05.02.07 |
Fair Value of Receivables |
- |
- |
- |
- |
(6,000) |
(6,000) |
5.05.02.09 |
Income Tax Effect |
- |
- |
- |
- |
2,000 |
2,000 |
5.06 |
Internal Changes of Shareholders' Equity |
- |
- |
228,000 |
(228,000) |
- |
- |
5.06.05 |
Tax Incentive Reserve |
- |
- |
228,000 |
(228,000) |
- |
- |
5.07 |
Closing Balance |
1,265,000 |
45,000 |
2,827,000 |
- |
(6,000) |
4,131,000 |
#
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) ITR – Interim Financial Information – June 30,2024 – SENDAS DISTRIBUIDORA S.A. | |
| |
Individual Financial Statements / Statements of
Value Added R$ (in thousands)
Account code |
Account description |
Year to date current year
1/1/2024 to 6/30/2024 |
Year to date prior year
1/1/2023 to 6/30/2023 |
7.01 |
Revenues |
38,219,000 |
34,081,000 |
7.01.01 |
Sales of Goods and Services |
38,214,000 |
34,055,000 |
7.01.02 |
Other Revenues, net |
2,000 |
29,000 |
7.01.04 |
(Reverse) Allowance for doubtful accounts |
3,000 |
(3,000) |
7.02 |
Products Acquired from Third Parties |
(33,572,000) |
(30,018,000) |
7.02.01 |
Cost of Sales |
(31,874,000) |
(28,418,000) |
7.02.02 |
Materials, Energy, Outsourced Services and Others |
(1,698,000) |
(1,600,000) |
7.03 |
Gross Value Added |
4,647,000 |
4,063,000 |
7.04 |
Retentions |
(806,000) |
(694,000) |
7.04.01 |
Depreciation, Amortization and Exhaustion |
(806,000) |
(694,000) |
7.05 |
Net Value Added Produced |
3,841,000 |
3,369,000 |
7.06 |
Value Added Received in Transfer |
133,000 |
160,000 |
7.06.01 |
Share of Profit of Associates |
32,000 |
24,000 |
7.06.02 |
Financial Revenues |
101,000 |
136,000 |
7.07 |
Total Value Added to Distribute |
3,974,000 |
3,529,000 |
7.08 |
Value Added Distribution |
3,974,000 |
3,529,000 |
7.08.01 |
Personnel |
1,865,000 |
1,660,000 |
7.08.01.01 |
Direct Compensation |
1,253,000 |
1,148,000 |
7.08.01.02 |
Benefits |
425,000 |
378,000 |
7.08.01.03 |
Government Severance Indemnity Fund for Employees (FGTS) |
107,000 |
96,000 |
7.08.01.04 |
Others |
80,000 |
38,000 |
7.08.02 |
Taxes, Fees and Contribution |
313,000 |
181,000 |
7.08.02.01 |
Federal |
116,000 |
(2,000) |
7.08.02.02 |
State |
115,000 |
106,000 |
7.08.02.03 |
Municipal |
82,000 |
77,000 |
7.08.03 |
External Financiers |
1,613,000 |
1,460,000 |
7.08.03.01 |
Interest |
1,591,000 |
1,447,000 |
7.08.03.02 |
Rentals |
22,000 |
13,000 |
7.08.04 |
Shareholders' Remuneration |
183,000 |
228,000 |
7.08.04.03 |
Retained Earnings for the Period |
183,000 |
228,000 |
#
Sendas Distribuidora S.A. (“Company”
or “Sendas”) is a publicly held company listed in the Novo Mercado segment of B3
S.A. - Brasil, Bolsa, Balcão
(B3), under ticker symbol "ASAI3" and on the New York Stock Exchange (NYSE), under ticker symbol "ASAI". The Company
is primarily engaged in the retail and wholesale of food products, bazaar items and other products through its chain of stores, operated
under “ASSAÍ” brand, since this is the only disclosed segment. The Company's registered office is at Avenida Ayrton
Senna, 6.000, Lote 2 - Anexo A, Jacarepaguá, in the State of Rio de Janeiro. As of June 30, 2024, the Company operated 293 stores
(288 stores as of December 31, 2023) and 11 distribution centers (11 distribution centers as of December 31, 2023) in the five regions
of the country, with operations in 24 states and in the Federal District.
1.1 New
matters
Ninth and tenth issue of debentures, see note 15.6.
Long-term benefit plans, see notes 19.3.4 and 19.3.5.
Buy-back program of shares, see note 19.4.
| 2 | BASIS OF PREPARATION AND DISCLOSURE OF THE INTERIM FINANCIAL INFORMATION |
The interim financial information
has been prepared in accordance with IAS 34 – Interim Financial Reporting issued by the International Accounting Standards Board
(“IASB”) and accounting standard CPC 21 (R1) – Interim Financial Report and disclosed aligned with the standards approved
by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of the Interim Financial Information.
The interim financial information
has been prepared based on the historical cost basis, except for: (i) certain financial instruments; and (ii) assets and liabilities arising
from business combinations measured at their fair values, when applicable. In accordance with OCPC 07 - Presentation and Disclosures in
General Purpose - Financial Statements, all significant information related to the interim financial information, and only them, is being
disclosed and is consistent with the information used by Management in managing of the Company's activities.
The interim financial
information is presented in millions of Brazilian Reais (R$), which is the Company's functional currency.
The interim financial information
for the period ended June 30, 2024 were approved by the Board of Directors on August 8, 2024.
| 3 | MATERIAL ACCOUNTING POLICIES |
The material accounting policies
and practices applied by the Company to the preparation of the interim financial information are in accordance with those adopted and
disclosed in note 3 and in each explanatory note corresponding to the financial statements for the year ended December 31, 2023, approved
on February 21, 2024 and, therefore, it should be read together.
| 3.1 | Standards, amendments and interpretations |
In the period ended June 30, 2024,
the new current standards, include the review of CPC 09 (R1) – Statements of Value Added, were evaluated and produced no effect
on the interim financial information disclosed, additionally the Company did not adopt in advance the IFRS issued and not yet current.
| 4 | SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS |
The preparation of the interim
financial information requires Management to makes judgments and estimates and adopt assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period, however, the uncertainties
about these assumptions and estimates may generate results that require substantial adjustments to the carrying amount of the asset or
liability in future periods.
The significant assumptions and
estimates applied on the preparation of the interim financial information for the period ended June 30, 2024, were the same as those adopted
in the financial statements for the year ended December 31, 2023, approved on February 21, 2024, disclosed in note 5.
| 5 | CASH AND CASH EQUIVALENTS |
(i)
As of June 30, 2024, the Company had funds held abroad, of which R$25 in US dollars (R$22 in US dollars
as of December 31, 2023).
(ii)
As of June 30, 2024, the financial investments refer to the repurchase and resale agreements and Bank
Deposit Certificates - CDB, with a weighted average interest rate of 97.72% of the CDI - Interbank Deposit Certificate (95.92% of the
CDI as of December 31, 2023).
The Company's exposure to interest rate indexes and
the sensitivity analysis for these financial assets are disclosed in note 15.3.
| 30 |
6.1 |
Assignment of receivables |
|
|
|
|
The Company assigned part of
its receivables referring to credit cards and ticket with operators, without any right of recourse, aiming to anticipate its cash flow.
As of June 30, 2024, the amount of these operations is R$1,650 (R$2,757 as of December 31, 2023). The amount was derecognized from the
balance of trade receivables, since all risks related to the receivables were substantially transferred. The cost to advance these credit
card receivables is classified as “Cost and discount of receivables” in note 23.
As of June 30, 2024, the amount
of receivables, currently, discountable (credit cards and ticket) is R$1,772 (R$985 as of December 31,2023).
6.2 Expected
credit loss for doubtful accounts
7 INVENTORIES
7.1
Commercial
agreements
As of June 30, 2024, the amount of unrealized commercial
agreements, presented as a reduction of inventory balance, totaled R$575 (R$525 as of December 31, 2023).
7.2 Inventory
losses
| 31 |
| 8.1 | State VAT tax credits - ICMS |
The Brazilian States have been
substantially amending their local laws aiming at implementing and broadening the ICMS tax replacement system. This system entails the
prepayment of ICMS of the whole commercial chain, upon goods outflow from an industrial establishment or importer or their inflow into
each State. The expansion of this system to an increasingly wider range of products sold in the retail generates the prepayment of the
tax and consequently a refund in certain operations.
With respect to credits that
cannot yet be immediately offset, the Company's management, according to a technical recovery study, based on the future expectation of
growth and consequent offset against taxes payable from its operations, believes that its future offset is viable. The mentioned studies
are prepared and periodically reviewed based on information obtained from the strategic planning previously approved by the Company's
Board of Directors. For the interim financial information as of June 30, 2024, the Company's management has monitoring controls over the
adherence to the annually established plan, reassessing and including new elements that contribute to the realization of the recoverable
ICMS balance, as shown in the table below:
On March 15, 2017, the Federal
Supreme Court ("STF”) recognized the unconstitutionality of the inclusion of ICMS in the PIS and COFINS calculation base. On
May 13, 2021, the STF judged the Declaration Embargoes in relation to the amount to be excluded from the calculation basis of the contributions,
which should only be the ICMS paid, or if the entire ICMS, as shown in the respective invoices. The STF rendered a favorable decision
to the taxpayers, concluding that all ICMS highlighted should be excluded from the calculation basis.
Currently the Company, with the
favorable judgment of the Supreme Court, has recognized the exclusion of ICMS from the PIS and COFINS calculation basis.
In addition to the recorded
credits, the Company has contingent tax assets in the amount of R$54 related to PIS and COFINS credits.
| • | Expected realization of PIS and COFINS credits |
In relation to the recoverable
PIS and COFINS credits, the Company's management, based on a technical recovery study considering future growth expectations and consequent
offset against debts from its operations, projects its future realization. The mentioned studies are prepared and periodically reviewed
based on information obtained from the strategic planning previously approved by the Company's Board of Directors. For the interim financial
information as of June 30, 2024, the Company's management has monitoring controls over the adherence to the annually established plan,
reassessing and including new elements that contribute to the realization of the recoverable PIS and COFINS balance, in the amount of
R$381, and expected realization is within one year.
| 32 |
| 9.1 | Balances and related party transactions |
(i)
On June 23, 2023, as per the Notice to the Market published on the same date, Casino, through its
subsidiaries Wilkes, Geant International BV ("GIBV") and Segisor S.A.S ("Segisor"), sold 157,582,850 common shares
issued by the Company, representing 11.67% of its share capital, through a block trade operation carried out on the same date. As a result,
the Casino Group now holds an ownership interest of less than 0.01% of Sendas' share capital, no longer being considered a related party
of the Company. The balances with these companies and their subsidiaries are presented under the line items Other accounts receivable
and Other accounts payable in the balance sheet in the interim financial information for the period ended June 30, 2024.
Additionally, after the completion
of the spin-off between the Company and GPA on December 31, 2020, both undertook to put forth commercially reasonable efforts, within
up to 18 months, to release, replace and/or otherwise remove the counterparty from the position of guarantor of liabilities or obligations,
which after such term would be subject to the payment of a fee, net, as remuneration for the guarantees provided by both parties. If the
Company and GPA cease to be submitted to common control, the parties would be required to release, replace and/or otherwise remove the
guarantees until then not replaced or provided, observing the terms established in the Separation Agreement.
The Company and GPA ceased to be
related parties in fiscal year 2023 and are taking the necessary measures to replace the cross guarantees on the contractual obligations
of: i) rental of stores; ii) borrowing agreement; and iii) purchase of electricity. The fee paid to GPA as remuneration for the guarantees
provided as of June 30, 2024 and December 31, 2023 was less than R$1.
33
| 33 |
| 9.2 | Management compensation |
Expenses referring to the executive
board compensation recorded in the Company’s statement of operations in the period ended June 30, 2024 and 2023 as follows (amounts
expressed in thousands reais):
| (i) | More details about shared-based payment plan for the Statutory officers, see note 19.3.3. |
The stock option plan, fully
convertible into shares, refers to the Company's and this plan has been treated in the Company's statement of operations. The corresponding
expenses are allocated to the Company and recorded in the statement of operations against capital reserve - stock options in shareholders'
equity. There are no other short-term benefits granted to members of the Company's management. The new long-term benefit plans are disclosed
in notes 19.3.4 and 19.3.5.
The details of the Company's investments at the end of the period
are as follows:
#
| 34 |
| 11 | PROPERTY, PLANT AND EQUIPMENT |
| 11.1 | Breakdown and composition of property, plant and equipment |
#
| 35 |
| 11.2 | Capitalized borrowing costs and lease |
The value of capitalized borrowing
costs and lease directly attributable to the reform, construction and acquisition of property, plant and equipment and intangible assets
within the scope of CPC 20 (R1)/IAS 23 - Borrowing Costs and the amount of interest on lease liabilities incorporated into the value of
the property, plant and equipment and/or intangible assets, for the period in which the assets are not yet in their intended use in accordance
with CPC 06 (R2)/IFRS 16 - Leases, amounted to R$24 (R$170 as of June 30, 2023). The rate used to calculate the borrowing costs eligible
for capitalization was 113.76% (110.70% as of June 30, 2023) of CDI, corresponding to the effective interest rate of borrowings taken
by the Company.
| 11.3 | Additions to property, plant and equipment for cash flow
purpose |
Additions related to the purchase
of operating assets, purchase of land and buildings to expansion activities, building of new stores and distribution centers, improvements
of existing distribution centers and stores and investments in equipment and information technology.
The additions and payments of
property, plant and equipment above are presented to reconcile the acquisitions during the period with the amounts presented in the statement
of cash flows net of items that did not impact cash flow.
As of June 30, 2024, the Company
recorded in the cost of sales and services the amount of R$42 (R$40 as of June 30, 2023), relating to the depreciation of machinery, buildings
and facilities of distribution centers.
| 11.5 | Impairment test of property, plant and equipment |
The impairment test of property, plant and equipment uses
the same practices described in note 12.1 to the financial statements as of December 31, 2023.
The Company monitored the plan used to assess impairment
test as of December 31, 2023, and concluded that there is no events which could indicate losses or the need for a new evaluation for the
period ended June 30, 2024.
| 36 |
| 12.1 | Breakdown
and composition of intangible assets |
#
| 37 |
| 12.2 | Impairment test of intangible assets with indefinite useful
life, including goodwill |
The impairment test of intangible
assets uses the same practices described in note 12.1 to the financial statements as of December 31, 2023.
The Company monitored the plan
used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses or the need
for a new evaluation for the period ended June 30, 2024.
Commercial rights with defined
and indefinite useful lives are tested following the assumptions described in note 12.1.1, to the financial statements as of December
31, 2023. The Company considered the discounted cash flow of the related store for the impairment test, that is, the store is the CGU.
The Company monitored the plan
used to assess impairment test as of December 31, 2023, and concluded that there is no events which could indicate losses or the need
for a new evaluation for the period ended June 30, 2024.
| 38 |
| 13.1.1 | Breakdown
and composition of right-of-use assets |
| 39 |
| 13.2.1 | Minimum future payments and potential right of PIS and
COFINS |
Lease contracts totaled R$9,214
as of June 30, 2024 (R$9,184 as of December 31, 2023). The minimum future lease payments, according to lease agreements, with the present
value of minimum lease payments, are as follows:
Lease liabilities interest expense
is stated in note 23. The Company´s average incremental interest rate at the agreement signing date was 12.15% in the period ended
June 30, 2024 (12.12% as of December 31, 2023).
Had the Company adopted the calculation
methodology projecting the inflation embedded in the nominal incremental rate and discounted to present value at the nominal incremental
rate, the average percentage of inflation to be projected by year would be approximately 6.69% (6.72% as of December 31, 2023). The average
term of the agreements analyzed as of June 2024 is 17 years (as of December 31, 2023 is 18 years).
| 13.2.2 | Lease liability roll forward |
| 13.3 | Result
on variable rentals and subleases |
(i) Refers mainly to the revenue from lease agreements receivable
from commercial galleries.
| 13.4 | Additional information |
In accordance with OFÍCIO-CIRCULAR/CVM/SNC/SEP/N°02/2019
the Company adopted as an accounting policy the requirements of CPC 06 (R2)/IFRS16 - Leases, in the measurement and remeasurement of its
right of use, using the discounted cash flow model, without considering inflation.
To safeguard the faithful representation
of information to meet the requirements of CPC 06 (R2)/IFRS16 - Leases, and the guidelines of the CVM technical areas, the balances of
assets and liabilities without inflation, effectively accounted for (real flow x real rate) are provided, and the estimate of inflated
balances in the comparison period (nominal flow x nominal rate).
Other assumptions, such as the
maturity schedule of liabilities and the interest rates used in the calculation, are disclosed in note 13.2.1, as well as inflation indexes
are observable in the market, so that the nominal flows can be prepared by the users of the interim financial information.
| 40 |
Below we present the flow of payments according to the
average term weighted with the respective nominal and inflation rates for each period presented:
As of June 30, 2024
As of December 31, 2023
| 14 | TRADE PAYABLES AND TRADE PAYABLES - AGREEMENTS |
(i) Fully paid in January 2024 in the amount of R$894. |
|
|
|
| 14.1 | Bonuses from suppliers |
These include commercial agreements
and discounts obtained from suppliers. These amounts are defined in agreements and include discounts for purchase volume, joint marketing
programs, freight reimbursements, and other similar programs. The receipt occurs by deducting trade notes payable to suppliers, according
to conditions established in the supply agreements, so that the financial settlements occur for the net amount.
| 14.2 | Agreements among suppliers, the Company
and banks |
The Company has agreements signed
with financial institutions, through which suppliers of products, capital goods and services have the possibility of receiving in advance
their amounts receivable, also named “forfait” / “confirming”. The financial institutions become creditors of
the operation and the Company settles the payments under the same conditions as those originally agreed with the supplier.
| 41 |
Management, based on CPC 3 (R2)/IAS
7 and CPC 40 (R1)/IFRS 7, assessed that the economic substance of the transaction is operational, considering that receiving in advance
is an exclusive decision of the supplier and, for the Company, there are no changes in the original term negotiated with the supplier,
nor changes in the originally contracted amounts. These transactions aim at facilitating the cash flow of its suppliers without the Company
having to advancing payments. Management evaluated the potential effects of adjusting these operations to present value and concluded
that the effects are immaterial for measurement and disclosure.
These balances are classified
as "Trade payables - Agreements" and the cash flow from these operations is presented as operating in the statement of cash
flows.
Additionally, there is no exposure
to any financial institution individually related to these operations and these liabilities are not considered net debt and do not have
restrictive covenants (financial or non-financial). In these transactions, the Company earns income referring to the premium for referring
suppliers to the operations of advance of receivables, recognized in the financial result, note 23 in the line "Revenue from anticipation
of payables", in the amount of R$28 as of June 30, 2024 (R$17 as of June 30, 2023), representing 1.64% of the volume of transactions
occurred during 2024 (1.24%
in period ended June 30, 2023).
As of June 30, 2024, the balance payable
related to these operations is R$659 (R$1,459 as of December 31, 2023).
The balances of trade payables
and trade payables – agreement are similar and do not exceed the expiration date of 120 days as of June 30, 2024.
The main financial instruments and their amounts recorded in the interim
financial information, by category, are as follows:
The fair value of other financial
instruments detailed in the table above approximates the carrying amount based on the existing payment terms and conditions. The financial
instruments measured at amortized cost, the fair values of wich differ from the carrying amounts, are disclosed in note 15.4.
| 42 |
| 15.1 | Considerations on risk factors that may affect the business
of the Company |
| • | Cash and cash equivalents |
In order to minimize the credit
risk, the investment policies adopted establish investiments in financial institutions approved by the Company’s Financial Committee,
considering the monetary limits and evaluations of financial institutions, which are regularly updated.
The Company's financial investments,
according to the rating on the national scale of financial institutions, are of represented by 93% brAAA and 7% brAA+.
The credit risk related to trade
receivables is minimized by the fact that a large part of installment sales are made with credit cards and ticket. These receivables may
be advanced at any time, without right of recourse, with banks or credit card companies, for the purpose of providing working capital,
generating the derecognition of the accounts receivable. In addition, the main acquirers used by the Company are related to first-tier
financial institutions with low credit risk. Additionally, for trade receivables collected in installments, the Company monitors the risk
for the granting of credit and for the periodic analysis of the expected credit loss balances.
The Company also incurs counterparty
risk related to derivative instruments. This risk is mitigated by carrying out transactions, according to policies approved by governance
bodies.
Except the balances related to
credit cards and ticket, there are no receivables or sale to customers that are, individually, more than 5% of accounts receivable or
revenues.
The Company obtains borrowings
with major financial institutions to meet cash requirements for investments. Accordingly, the Company is mainly exposed to the risk of
significant fluctuations in the interest rate, especially the rate related to derivative liabilities (foreign currency exposure hedge)
and debts indexed to CDI. The balance of cash and cash equivalents, indexed to CDI, partially offsets the risk of fluctuations in the
interest rates.
| 15.1.3 | Capital risk management |
The main objective of the Company’s
capital management is to ensure that the Company maintains its credit rating and a well-balanced equity ratio, in order to support businesses
and maximize shareholder value. The Company manages the capital structure and makes adjustments considering the changes in the economic
conditions.
The capital structure is as follows:
| 15.1.4 | Liquidity risk management |
The Company manages liquidity
risk through daily monitoring of cash flows and control of maturities of financial assets and liabilities.
The table below summarizes the aging profile
of the Company’s financial liabilities as of June 30, 2024.
The information was prepared considering
the undiscounted cash flows of financial liabilities based on the earliest date the Company may be required to make the payment or be
eligible to receive the payment. To the extent that interest rates are floating, the undiscounted amount is obtained based on interest
rate curves for the period ended June 30, 2024. Therefore, certain balances presented do not agree with the balances presented in the
balance sheets.
| 43 |
| 15.2 | Derivative financial instruments |
Realized and unrealized gains
and losses on these contracts during the period ended June 30, 2024 are recorded as net financial results and the balance receivable at
fair value is R$252 (balance receivable of R$266 as of December 31, 2023). The assets are recorded as “derivative financial instruments”
and the liabilities as “debentures”.
The effects of the hedge at fair
value through income for the period ended June 30, 2024, resulted in a loss of R$83 (loss of R$17 as of June 30, 2023), recorded under
cost of debt, see note 23.
The consolidated position of outstanding
derivative financial instrument transactions is presented in the table below:
| 15.3 | Sensitivity analysis of financial instruments |
According to Management's assessment,
the possible reasonable changes scenario considered was, on the maturity date of each transaction, the market curves (interest) of B3.
To determine the possible relevant
change in the relevant risk variable, Management considered the economic environment in which it operates. Therefore, in scenario (I)
there is no impact on the fair value of financial instruments and the weighted interest rate (CDI) was 11.19% per year. For scenarios
(II) and (III), for the exclusive purpose of sensitivity analysis, Management considered a deterioration of 5% and 10%, respectively,
in the risk variables, up to one year of the financial instruments, with the aim of demonstrating the sensitivity of the Company's results
in an adverse scenario.
In the case of derivative financial
instruments (aiming at hedging the financial debt), the variations of the scenarios are accompanied by the respective hedges, indicating
that the effects are not significant.
The Company disclosed the net
exposure of the derivative financial instruments, the corresponding financial instruments and certain financial instruments in the sensitivity
analysis table below, for each of the mentioned scenarios:
| 15.4 | Fair value measurement |
The Company discloses the fair
value of financial instruments measured at fair value and of financial instruments measured at amortized cost, the fair value of which
differ from the carrying amounts, pursuant to CPC 46/IFRS 13, which address the concepts of measurement and disclosure requirements. The
fair value hierarchy levels are defined below:
Level 1: fair value measurement at the balance sheet date
using quoted prices (unadjusted) in active markets for identical assets or liabilities to which the entity may have access at the measurement
date.
Level 2: fair value measurement at the balance sheet date
using other significant observable assumptions for the asset or liability, either directly or indirectly, except quoted prices included
in Level 1.
Level 3: fair value measurement at the balance sheet date using
non-observable data for the asset or liability.
The fair values of cash and cash equivalents, trade receivables
and trade payables approximate their carrying amounts.
| 44 |
The table below sets forth the
fair value hierarchy of financial assets and liabilities measured at fair value and of financial instruments measured at amortized cost,
all classified as level 2, for which the fair value has been disclosed in the interim financial information:
There were no change between fair value measurement hierarchy
levels during the period ended June 30, 2024.
Interest rate swaps, borrowings and debentures are classified
in Level 2 since the fair value of such financial instruments was determined based on readily observable inputs, such as expected interest
rate.
| 15.5.2 | Roll forward of borrowings |
| 45 |
| 15.5.3 | Schedule of non-current maturities |
| 15.6 | Debentures and promissory notes |
The Company issues debentures
to strengthen its working capital, maintain its cash strategy, and lengthen its debt and investment profile. The debentures issued are
non-preemptive, non-convertible into shares, do not have renegotiation clauses and do not have guarantees.
As of June 30, 2024, the Company has no
guarantees related to its borrowing agreement.
The Company uses swap operations
for 100% of its borrowings denominated in fixed interest rates and IPCA, exchanging these liabilities for the CDI (floating) interest
rates. The annual average rate at CDI as of June 30, 2024 was 11.74% (13.04% as of December 31, 2023).
| 46 |
In connection with the debentures
and promissory notes issued, the Company is required to maintain certain financial ratios. These ratios are calculated quarterly based
on the Company’s interim financial information prepared in accordance with accounting practices adopted in Brazil, as follows: (i)
consolidated net debt / equity less than or equal to 3.00; and (ii) consolidated net debt/EBITDA Last Twelve Months ("LTM")
ratio should be lower than or equal to 3.00.
As of June 30, 2024, the Company had fulfilled all contractual
obligations and was compliant with these ratios.
| 16 | PROVISION FOR LEGAL PROCEEDINGS |
The provision for legal proceedings
is estimated by the Company and supported by its legal counsel and was established in an amount considered sufficient to cover the considered
probable losses.
Of the total amount of the table
above, R$43 (R$50 as of December 31, 2023) is the responsibility of GPA arising from contingencies up to 2016, pursuant to contractual
provisions, namely: R$4 tax claims, R$18 labor claims and R$21 civil claims (R$3 tax claims, R$27 labor claims and R$20 civil claims as
of December 31, 2023).
Tax claims are subject by law
to monthly monetary adjustment, which refers to an adjustment to the provision based on indexing rates adopted by each tax jurisdiction.
Both interest charges and fines, where applicable, were calculated and provisioned with respect to unpaid amounts.
The Company has other tax claims,
which according to its legal counsel’s analysis, were provisioned, namely: (i) discussions on the non-application of the Accident
Prevention Factor (FAP); (ii) IPI in the resale of imported products; and (iii) other matters.
The amount provisioned for these matters as of June 30, 2024
is R$19 (R$62 as of December 31, 2023).
| 16.2 | Social security and labor |
The Company is a party to various
labor proceedings, especially due to dismissals in the regular course of business. As of June 30, 2024, the Company recorded a provision
of R$183 (R$163 as of December 31, 2023), referring to a potential risk of loss relating to labor claims. Management, with the assistance
of its legal counsel, assesses these claims and records provisions for losses when reasonably estimated, considering previous experiences
in relation to amounts claimed.
The Company is a party to civil
proceedings (indemnifications, collections, among others) that are in different procedural phases and at various courts. Management records
provisions in amounts considered sufficient to cover unfavorable court decisions when its internal and external legal counsel assess the
losses to be probable.
Among these proceedings, we highlight the following:
The Company is a party to various
lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company records a provision for the
difference between the monthly rental amounts originally paid by stores and the rental amounts calculated by the legal experts considering
that it is the expert report amount that will be used as the basis for the decision that will change the rental amount paid by the Company.
As of June 30, 2024, the amount of the provision for these lawsuits is R$33 (R$32 as of December 31, 2023), for which there are no restricted
deposits for legal proceedings.
| 47 |
The Company is a party to certain
lawsuits relating to the fines applied by inspection bodies of direct and indirect administration of the federal government, states, and
municipalities, including consumer defense bodies (PROCONs, INMETRO, and local governments). The Company, with the assistance of its legal
counsel, assesses these claims recording provisions for probable cash disbursements according to the estimate of loss. As of June 30,
2024, the amount of provision for these lawsuits is R$7 (R$6 as of December 31, 2023).
The Company’s total civil, regulatory
and property claims as of June 30, 2024, is R$40 (R$38 as of December 31, 2023).
| 16.4 | Contingent liabilities not accrued |
The Company is a party to other
litigations for which the risk of loss was classified by its legal counsel to be possible, therefore, not accrued,to the following subjects:
Of the total amount in the table
above, R$1,135 (R$1,494 as of December 31, 2023) is the responsibility of GPA arising from contingencies up to 2016, pursuant to contractual
provisions, namely: R$1,071 tax claims and R$64 civil claims (R$1,398 tax claims and R$96 civil claims as of December 31, 2023).
Three collective proceedings were
filed by institutions related to black people's movements due to an approach to a customer, in August 2021 at the store in Limeira - SP,
which claim supposed racial issues. All were duly answered. One of them has already been extinguished by the judiciary without major effects.
As of June 30, 2024, there are still two lawsuits in progress and, given the subjectivity of the matter, it is still not possible to reasonably
estimate the amounts involved. A significant impact is not expected, upon completion the lawsuits on the Company's financial statements.
| 16.4.1 | Uncertainty over IRPJ and CSLL treatments |
In compliance with ICPC 22/IFRIC
23 – Uncertainty over Income Tax Treatment, the Company has proceedings, at the judicial and administrative levels, with Government's
regulatory agencies, which are related to uncertain tax treatments adopted for the recording of income tax and social contribution. Based
on the assessment of internal and external legal counsel, the tax treatment adopted by the Company is adequate, therefore, these proceedings
were classified as possible losses. As of June 30, 2024, the amount involved was R$894 (R$917 as of December 31, 2023).
Of the total amount above, R$238
is the responsibility of GPA arising from contingencies up to 2016, pursuant to contractual provisions (R$337 as of December 31, 2023).
The Company provided bank guarantees and insurance guarantees
for judicial proceedings of a civil, tax and labor nature, described below:
The cost of guarantees as of June 30, 2024 is approximately
0.19% per year of the amount of the lawsuits (0.26% as of June 30, 2023) and is recorded as a financial expense.
| 16.6 | Restricted deposits for legal proceedings |
The Company is challenging the payment of certain taxes,
contributions, and labor liabilities and made judicial deposits in amounts equivalent to the final court decisions, as well as judicial
deposits related to the provision for legal claims.
| 48 |
The Company recorded amounts referring to judicial deposits in
its assets as follows.
| (i) | Refers to rental of supplier product exhibition modules "check stand", point of sale displays
and backlight panels. |
| (ii) | Commercial agreement with a financial institution for exclusivity in payroll processing. |
| 18 | INCOME TAX AND SOCIAL CONTRIBUTION |
| 18.1 | Reconciliation of income tax and social contribution expense |
(i) The Company calculates tax benefits that are characterized
as tax incentives that, according to legal forecast, do not comprise the basis for calculating income tax and social contribution.
| 18.2 | Breakdown of deferred income tax and social contribution |
The main components of deferred income tax
and social contribution in the balance sheets are the following:
Management has assessed the future
realization of deferred tax assets, considering the projections of future taxable income, in the context of the main variables of its
businesses. This assessment was based on information from the strategic planning report previously approved by the Company´s Board
of Directors.
| 49 |
The Company estimates the recovery of these credits as follows:
| 18.3 | Roll forward of deferred income tax and social contribution |
| 19.1 | Capital stock and stock rights |
According to the Company's bylaws,
the Company's authorized capital may be increased up to 2 billion common shares. Below, the subscribed and fully paid-in share capital,
represented by common shares, all nominative and with no par value:
|
Number of shares |
Amount |
As of December 31, 2022 |
1,349,165,394 |
1,263 |
Capital increase - Board of Directors' Meeting on 2/15/2023 |
59,870 |
1 |
Capital increase - Board of Directors' Meeting on 3/28/2023 |
1,031,232 |
1 |
Total changes for the period |
1,091,102 |
2 |
As of June 30, 2023 |
1,350,256,496 |
1,265 |
|
|
|
As of December 31,2023 and June 30, 2024 |
|
1,272 |
| 19.2 | Tax incentive reserve |
Tax incentive reserves by the States
were considered investment subsidies, wich are deductible for the calculation of income tax and social contribution. Thus, for the year
ended December 31, 2023, the Company allocated the amount of R$939 to the tax incentive reserve, of which R$710 refers to the amount of
incentives generated in 2023 and constituted in the same year and R$229 to be recognized when the Company reports income in subsequent
periods.
As of June 30, 2024, the Company
recorded net profit in the amount of R$183, this amount being fully allocated to the tax incentive reserve and R$46 to be constituted
as profits are determined in subsequent periods.
Article 30 of Law 12,973/2014
was revoked through Law 14,789/2023, releasing taxpayers from constituting a tax incentive reserve from January 1, 2024.
| 19.3.1 | Recognized options granted |
Information relating to the Company's Option Plan and Compensation
Plan is summarized below:
|
6/30/2024 |
Number of shares
(in thousands) |
Granted series |
Grant date |
1st exercise date |
Exercise
price on the grant date
(in reais) |
Gran- ted |
Exer- cised |
Cance- lled |
Current |
B8 |
5/31/2021 |
6/1/2024 |
0.01 |
363 |
(20) |
(45) |
298 |
C8 |
5/31/2021 |
6/1/2024 |
13.39 |
363 |
(20) |
(45) |
298 |
B9 |
5/31/2022 |
6/1/2025 |
0.01 |
2,163 |
(358) |
- |
1,805 |
C9 |
5/31/2022 |
6/1/2025 |
12.53 |
1,924 |
(119) |
- |
1,805 |
B10 (i) |
5/31/2023 |
6/1/2026 |
0.01 |
1,390 |
- |
- |
1,390 |
C10 (i) |
5/31/2023 |
6/1/2026 |
11.82 |
1,390 |
- |
- |
1,390 |
B11 (i) |
5/31/2024 |
6/1/2027 |
0.01 |
1,294 |
- |
- |
1,294 |
C11 (i) |
5/31/2024 |
6/1/2027 |
10.62 |
1,294 |
- |
- |
1,294 |
|
|
|
|
10,181 |
(517) |
(90) |
9,574 |
(i) Shares granted to executives excluding statutory officers.
| 19.3.2 | Consolidated information of Company's share-based payment
plans |
According to the plans, the options granted in each
of the series can represent a maximum of 2% of the total shares issued by the Company.
| 50 |
The table below shows the maximum percentage of dilution
to which current shareholders could eventually be subject to in the event that all options granted are exercised until June 30, 2024:
The fair value of each option granted is estimated on the grant
date, using the options pricing model "Black-Scholes" taking into account the following assumptions:
The amount recorded in the statement
of operations for the period ended June 30, 2024 was R$13 (R$15 as of June 30, 2023).
| 19.3.3 | Cash-settled share-based payment plan |
At the Extraordinary General Meeting
held on July 14, 2023, the cash-settled share-based payment plan was approved, only for the Company's Statutory Officers, this plan does
not make officers a partner of the Company, they only acquire the right to receive a cash compensation corresponding to the average price
of the Company's shares traded on B3 under the ticker ASAI3.
1,989,465 shares were granted
to the Company's officers and the premium related to 50% of the shares will be conditional on compliance with the service condition (shares
conditioned on time) and the other 50% of the shares will be conditional on the cumulative compliance with the service condition and the
performance condition (shares conditioned on time and performance).
For shares conditioned on time
to become vested, Offices must remain with the Company from the grant date to the dates below (vesting period):
| a) | 20% (twenty percent) on the 3-year anniversary from the grant date; |
| b) | 20% (twenty percent) on the 4-year anniversary from the grant date; and |
| c) | 60% (sixty percent) on the 5-year anniversary from the grant date. |
For shares conditioned on time
and performance to become vested, the Executive must comply with the vesting periods above, in addition to meeting the goals, being segregated
between: a) Environmental, Social and Governance ("ESG") goal with a weight of 30%: i) hiring people with disabilities; ii)
women in leadership, in managerial positions or higher; and iii) total carbon emissions – Scope 1 and 2; and b) Operating target
with a weight of 70%: i) operating cash flow.
The targets above will be reviewed
annually by the Board of Directors and non-achievement of them at December 31, 2026 and 2027 may be compensated by achievement on subsequent
measurement dates.
As of June 30, 2024, the amount
of the liability corresponding to the plan, including payroll charges, in recorded is "Other accounts payable" in the amount
of R$7 (R$4 as of December 31, 2023) and the total expense recognized, including payroll charges, was R$3 (there is no amount recorded
as of June 30, 2023) and the fair value of this plan in that date was R$31, including charges.
| 51 |
| 19.3.4 | “Sócio Executivo” program |
At the Ordinary and Extraordinary
General Meeting held on April 26, 2024, the shareholders approved the Company's “Sócio Executivo” Program, intended
to create a unique and extraordinary long-term program, which is not to be confused with the standard Long-Term Incentive, composed of
a single grant of share rights to the Chief Executive Officer, the Commercial and Logistics Vice President, and the Operations Vice President
(“Participants”), in a substantial amount and contingent on the Participants staying at the company and their achievement
of certain performance targets, aiming at: (i) the long-term retention of the Participants; and (ii) the strengthening of the sense of
ownership in the Participants, transforming key officers into relevant, long-term shareholders.
Through the “Sócio
Executivo” Program, on May 1, 2024 the Company granted to Participants the right to receive up to 27,036,664 Company shares, corresponding
to up to 2% of the total number of Company shares on the date of approval of the “Sócio Executivo” Program, subject
to the adjustments provided for in the Program, as follows:
i)
0.40% will consist of restricted shares, the right to which will only be acquired if the Participants
remain as Officers of the Company, as follows: i) 30% on the first vesting date (5 years from granted date) and 70% on the second vesting
date (7 years from granted date); and
ii)
up to 1.60% will consist of shares with performance assumptions, the right to which will only be acquired
if the following conditions are cumulatively met: i) the Participants remain as Officers of the Company until the second vesting date;
and ii) the performance targets are achieved on the second vesting date, determined and calculated in accordance with the terms and conditions
set out below.
Shares with performance
assumptions
•
The final number of shares with performance assumptions to which the Participants will be entitled
will depend on the degree of achievement of the Earnings Per Share (“EPS”) target, according to the increase in the accumulated
Compound Annual Growth Rate (“CAGR”) of the EPS during the calculation period, based on the achievement curve.
•
The EPS target achievement curve will begin at the minimum trigger corresponding to an accumulated
EPS equal to or greater than IPCA (Extended Consumer Price Index) + 20% per year Starting from the minimum trigger of IPCA + 20% per year,
the percentage of the total number of Company shares to which the Participants will be entitled will increase proportionally to the increase
in the accumulated CAGR of the EPS up to the limit of 1.60% of the total number of Company shares. If the minimum trigger of the EPS target
curve is not reached, it will be considered that the condition of performance was not reached.
•
The achievement curve of the EPS accumulated performance target will be calculated considering the
period between December 31, 2023 and December 31, 2030, except in the following cases in which the proportional period will be considered,
as provided for in the Program: Involuntary Termination between the First and the Second Vesting Date; Disposal of Control and Relevant
Acquisition; and Delisting and Withdrawal from Novo Mercado. The Financial Committee, the Audit Committee and the People, Culture and
Remuneration Committee will calculate and verify the compliance with the performance targets.
•
The shares (both the restricted shares and the shares with performance assumptions) will be transferred
to the Participants through the delivery of shares held in treasury by the Company.
Additional shares
•
The Participants will be entitled to receive the value per share of dividends, interest on equity
or other amounts paid by the Company to its shareholders between the grant date and the date of receipt of these shares, which will be
paid in shares (“additional shares”). The calculation of the additional shares will be made by multiplying the value per share
distributed as earnings by the number of shares to which the Participants will be entitled to receive, on each payment date of the earnings,
divided by the share price at the end of the trading session on B3 on the day immediately preceding the date on which the Company shares
started being traded ex-dividends.
•
The additional shares will be added to the target number granted (whether of restricted shares or
shares with performance assumptions) and will be subject to the same terms and conditions applicable to restricted shares and shares with
performance assumptions and will be transferred to the Participants under the same terms and conditions upon compliance with the applicable
conditions.
All shares received by the Participants
under the “Sócio Executivo” Program will be subject to a lock-up of three years from the date of receipt of the shares,
unless otherwise provided for by the Board of Directors in cases of termination of the Participants.
The fair value of each share granted
was measured based on the share price on the granted date, reduced by the estimated discount due to the transfer restriction after the
vesting period. The Company has determined the estimated number of shares that will be considered the right of the Participants in relation
to the variable portion of the plan based on the result projections in line with the business assumptions and that at the end of each
period the estimate will be adjusted according to these projections.
On May 1, 2024, 17,411,612 shares were
granted, with a fair value of R$11.35.
As of June 30, 2024, the amount
recognized in income for the period was R$6 (there is no amount recorded as of June 30, 2023) and the fair value of this plan in that
date was R$266, including charges.
| 52 |
| 19.3.5 | Long-term incentive plan through grant of the right to
receive Company shares |
At the Ordinary and Extraordinary
General Meeting held on April 26, 2024, the shareholders approved the Long-Term Incentive Plan (“ILP”), intended to grant
restricted shares and shares with performance assumptions to statutory and non- statutory directors of the Company (“Participants”),
as well as to any other employees who are selected to participate in the plan.
By granting the right to receive
Company shares to the Participants, the ILP Plan aims at: (i) aligning the interests of the Participants with the interests of the Company's
shareholders; (ii) encouraging the Participants to stay at the Company or at the companies under its control; and (iii) maximizing the
results and generating sustainable value for the Company and its shareholders.
The grants under the ILP Plan will
be made in the following proportion: (i) 30% of the right granted will consist of restricted shares, and the transfer of the shares to
the Participants will occur only upon compliance with a single vesting period of 3 years (except for the grant to the Chief Executive
Officer, which will have a vesting period of up to 5 years, with partial vesting of 33% in the 3rd year, 33% in the 4th year and 34% in
the 5th year); and (ii) 70% of the right granted will consist of shares with performance assumptions, and the transfer of the shares to
the Participants will occur only upon compliance with a single vesting period of 3 years (5 years for the Chief Executive Officer) contingent
on the achievement of the performance targets established by the Board of Directors, and the final number of shares with performance assumptions
to which the Participants will be entitled will depend on the degree of achievement of these targets at the end of the single vesting
period of 3 years (5 years for the Chief Executive Officer), and may vary from 90% to 110% of the target number of shares (and the target
number of shares will assume the achievement of 100% of the targets, except for the Chief Executive Officer).
Shares with performance
assumptions
Regarding the grant of shares with
performance assumptions, the indicators will be defined considering the following main objectives:
| • | preserve the Company's relevance and positioning in relation to its peers in the cash & carry sector; |
| • | ensure the generation of sustainable business value; |
| • | guarantee the profitability of the Company's business in the long term; and |
•
ensure an adequate level of profitability of operations, preserving healthy profit margin levels in
relation to the Company's history.
The number of restricted shares
and shares with performance assumptions granted will be determined based on: (i) a salary multiple, according to the grade occupied by
the Participant; and (ii) the average share price in the 20 trading sessions prior to the grant.
The shares (both restricted shares
and shares with performance assumptions) will be transferred to the Participants upon compliance with the conditions described in the
plan, and the transfer of shares will be made through the delivery of shares held in treasury by the Company.
Through the ILP Plan, the Company
will grant to the Participants the right to receive a certain number of shares corresponding to up to 1.5% of the total number of Company
shares on the date of approval of the respective plan, subject to the specified adjustments.
The fair value of each share granted
is estimated on the grant date using the Black-Scholes pricing model, considering the following assumptions:
| i) | Approximate volatility expectation: 37.32% in the 3rd year, 36.94% for the 4th year and 38.27% in the
5th year; and |
| ii) | Dividend expectation: 0.77% in the 3rd, 4th and 5th year. |
The Company determined the estimated
number of shares that will be considered the right of Participants in relation to the variable portion of the plan based on projections
of results aligned with business assumptions and that at each end of the period the estimate will be adjusted according to these projections.
On May 31, 2024, 1,094,759 shares
were granted, with a fair value of R$11.90 for the 3rd year, R$11.81 for the 4th year, and R$11.72 for the 5th year.
As of June 30, 2024, the amount
recognized in income for the period was R$391 thousand (there is no amount recorded as of June 30, 2023) and the fair value of this plan
in that date was R$17, including charges.
| 19.4 | Buy-back program of shares |
On June 25, 2024, the Board of
Directors approved the first buy-back program of shares issued by the Company. The program aims to acquire, within 12 months as of the
date here of, up to 3,800,000 common shares, representing 0.28% of the free float on this date, to be kept in treasury for subsequent
delivery to the participants of the "Sócio Executivo" Program, see note 19.3.4 and of the Long-Term Incentive Plan through
Grant of the Righ to Receive Company Shares, see note
19.3.5. The shares will be acquired through
the stock market at market price.
| 53 |
6/30/2024
| 22 | OTHER OPERATING EXPENSES, NET |
| 54 |
The Company calculates earnings per share by dividing
the net income for the period, relating to each class of shares, by the total number of common shares outstanding in the period.
The table below presents the determination of the net income
for the period available to holders of outstanding common shares to calculate the basic earnings and diluted earnings per share in each
period presented:
The Company had transactions that did not represent cash
disbursements, and, therefore, these were not presented in the Statement of Cash Flows, as follows:
At the meeting of the Board of Directors, held on August
8, 2023, the Company approved, observing the authorized capital limit, the capital contribution in the amount of R$3 through the issuance
of 256,799 common shares.
| 55 |
MANAGEMENT
STATEMENT
By means of this instrument,
the officers below of SENDAS DISTRIBUIDORA S.A., enrolled with the CNPJ/MF under No. 06.057.223/0001-71, with head offices at Avenida
Ayrton Senna, No. 6.000, Lote 2, Pal 48959, Anexo A, Jacarepaguá, CEP 22775-005, in the City of Rio de Janeiro, State of Rio de
Janeiro (the “Company”), state that they:
| (i) | have reviewed, discussed and agreed with the Independent Registered Public Accounting
Firm Report over the Company’s Interim Financial Information related to the six-month period ended on June 30, 2024; and |
| (ii) | have reviewed, discussed and agreed with the Company’s Interim Financial
Information related to the six-month period ended on June 30, 2024. |
Rio de Janeiro, August 8, 2024.
Belmiro de Figueiredo Gomes
Chief Executive Officer
Vitor Fagá de Almeida
Vice President of Finance and Investor
Relations
| 56 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 8, 2024
Sendas Distribuidora S.A.
By: /s/ Vitor Fagá de Almeida
Name: Vitor Fagá de Almeida
Title: Vice President of Finance and Investor Relations
By: /s/ Gabrielle Helú
Name: Gabrielle Helú
Title: Investor Relations Officer
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These
statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances,
industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates",
"expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking
statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies
and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or
results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject
to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements
are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors.
Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
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