Earnings (loss) per share

12 Months Ended

Dec. 31, 2023

16.1 Accounting policy

Basic earnings (loss) per share is calculated by dividing net income (loss) for the year attributed to the controlling shareholders by the weighted average number of common shares outstanding during the year.

Diluted earnings (loss) per share considers the number of shares outstanding for the purposes of Basic earnings (loss) plus (when dilutive) the number of potentially issuable shares computed following the treasury stock method, as required by IAS 33. All numbers of shares for the purpose of earning per share are the weighted average during each period presented.

For share-based transactions, a calculation is done to determine the number of shares that could have been acquired at fair value, considering the difference between (i) the number of shares issuable, reduced by the number of shares that could be purchased at the weighted average quoted market price during the period, with (ii) the proceeds to be obtained (if any) upon issuance of the shares. As per IAS 33, proceeds for share-based compensation instruments must include, as deemed proceeds, the amount to be recognized as compensation expense in profit and loss in future periods for such instruments.

The numerator of the Earnings per Share (“EPS”) calculation is adjusted to allocate undistributed earnings as if all earnings for the period had been distributed.

16.2 Numerator of earnings (loss) per share

In determining the numerator of basic EPS, earnings attributable to the Group is allocated as follows:


	2023	2022	2021

Net income (loss) attributable to controlling shareholders	1,592,065	(519,417)	(1,358,813)
Numerator of basic EPS	1,592,065	(519,417)	(1,358,813)

In determining the numerator of diluted EPS, earnings attributable to the Group is allocated as follows:


	2023	2022	2021

Numerator of basic EPS	1,592,065	(519,417)	(1,358,813)
Adjustments for expenses (revenues) related to potential common shares included in the net income attributable to controlling shareholders(a)	(79,062)	—	—
Numerator of diluted EPS	1,513,003	(519,417)	(1,358,813)

(a)Diluted earnings per share are calculated by adjusting the numerator of basic EPS, considering adjustments of potentially convertible instruments related to contingent consideration of acquisitions (Note 24.3). However, due to the loss for the year ended December 31, 2022 and 2021, these instruments have a non-diluting effect, therefore, they were not considered in the total numerator of diluted loss per share.

16.3 Basic and Diluted earnings (loss) per share

The following table contains the earnings (loss) per share of the Group for the years ended December 31, 2023, 2022 and 2021 (in thousands except share and per share amounts):


	2023	2022	2021

Numerator of basic EPS	1,592,065	(519,417)	(1,358,813)

Weighted average number of outstanding shares	312,574,647	311,880,008	308,905,398
Weighted average number of contingently issuable shares with conditions satisfied	12,941	—	—
Denominator of basic EPS	312,587,588	311,880,008	308,905,398

Basic earnings (loss) per share - R$	5.09	(1.67)	(4.40)

Numerator of diluted EPS	1,513,003	(519,417)	(1,358,813)

Denominator of basic EPS	312,587,588	311,880,008	308,905,398
Share-based instruments(a) (Note 16.3.1)	6,679,569	—	—
Denominator of diluted EPS	319,267,157	311,880,008	308,905,398

Diluted earnings (loss) per share - R$	4.74	(1.67)	(4.40)

(a)Including share-based compensation, contingent consideration and non-compete agreement with founders of Linx. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding, considering potentially convertible instruments. However, due to the loss for the years ended December 31, 2022 and 2021, these instruments issued have a non-diluting effect, therefore, they were not considered in the total number of outstanding shares to determine the diluted loss per share.

16.3.1 Detail of potentially issuable common shares for purposes of Diluted EPS

For the year ended 2023 the potentially issuable common shares consider the difference between the issuable shares under share-based instruments and the number of shares that potentially be purchased at the weighted average market price of the shares during the period with the amount of future compensation expense of those share-based instruments, as presented as follows:


						2023

Shares issuable under share-based payment plans for which performance conditions have already been met						13,578,978
Total weighted average shares that could have been purchased: compensation expense to be recognized in future periods divided by the weighted average market price of Company’s shares						(8,944,168)
Other total weighted average shares potentially issuable for no additional consideration						2,044,759
Share-based instruments						6,679,569