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 1565025
AMBEV S.A.
(Exact name of registrant as specified in its
charter)
AMBEV S.A.
(Translation of Registrant's name into English)
Rua Dr. Renato Paes de Barros, 1017 - 3rd
Floor
04530-000 São Paulo, SP
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
Ambev S.A.
Interim consolidated
financial statements at
June 30, 2024
and report on review
Report on review of interim
consolidated financial statements
To the Board of Directors and Shareholders
Ambev S.A.
Introduction
We have reviewed the accompanying interim consolidated balance sheet of Ambev S.A.
and its subsidiaries ("Company") as at June 30, 2024, the related interim consolidated income statement and comprehensive income
for the quarter and six-month periods then ended and the related interim consolidated statement of changes in equity and cash flows for
the six-month period then ended and notes, comprising a summary of material accounting policies and other explanatory information.
Management is responsible for the preparation and fair presentation of these interim
consolidated financial statements in accordance with the accounting standard International Accounting Standard (IAS) 34 - Interim
Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these
interim consolidated financial statements based on our review.
Scope of review
We conducted our review in accordance with International Standards on Reviews of
Interim Financial Information (ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity,
respectively). A review of interim 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 Brazilian and International 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
Based on our review, nothing has come to our attention that causes us to believe
that the accompanying interim consolidated financial statements referred to above is not prepared, in all material respects, in accordance
with IAS 34.
São Paulo, August 8, 2024
PricewaterhouseCoopers
Auditores Independentes Ltda.
CRC 2SP000160/O-5 |
Sérgio Eduardo Zamora
Contador CRC 1SP168728/O-4 |
PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria
Lima, 3732, Edifício B32, 16o
São Paulo, SP, Brasil, 04538-132
T: +55 (11) 4004-8000, www.pwc.com.br
INTERIM CONSOLIDATED BALANCE SHEET
All amounts in thousands of Brazilian Reais unless otherwise stated
Assets |
Note |
06/30/2024 |
12/31/2023 |
|
|
|
|
Cash and cash equivalents |
5.1 |
14,154,434 |
16,059,003 |
Investment securities |
5.2 |
1,187,157 |
277,164 |
Trade receivables |
|
5,883,895 |
5,741,457 |
Derivative financial instruments |
21 |
932,296 |
378,049 |
Inventories |
6 |
11,425,922 |
9,619,022 |
Recoverable taxes |
7 |
3,177,621 |
3,435,688 |
Other assets |
|
1,555,010 |
1,052,667 |
Current assets |
|
38,316,335 |
36,563,050 |
|
|
|
|
|
|
|
|
Investment securities |
5.2 |
249,621 |
242,168 |
Derivative financial instruments |
21 |
731 |
1,673 |
Recoverable taxes |
7 |
11,668,080 |
11,325,096 |
Deferred tax assets |
8.1 |
8,861,361 |
7,969,592 |
Other assets |
|
1,219,937 |
1,520,701 |
Employee benefits |
|
66,386 |
57,261 |
Long term assets |
|
22,066,116 |
21,116,491 |
|
|
|
|
Investments in associates and joint ventures |
|
326,732 |
289,063 |
Property, plant and equipment |
9 |
29,019,354 |
26,630,156 |
Intangible assets |
|
11,618,261 |
10,041,733 |
Goodwill |
10 |
42,092,048 |
38,003,640 |
|
|
|
|
Non-current assets |
|
105,122,511 |
96,081,083 |
|
|
|
|
Total assets |
|
143,438,846 |
132,644,133 |
The accompanying notes are an integral part of these interim consolidated
financial statements.
INTERIM CONSOLIDATED BALANCE SHEET (CONTINUED)
All amounts in thousands of Brazilian Reais unless otherwise stated
Equity and liabilities |
Note |
06/30/2024 |
12/31/2023 |
|
|
|
|
Trade payables |
11 |
20,759,738 |
23,195,101 |
Derivative financial instruments |
21 |
237,533 |
751,362 |
Interest-bearing loans and borrowings |
12 |
1,244,698 |
1,298,091 |
Wages and salaries |
|
2,064,623 |
2,128,547 |
Dividends and interest on shareholders’ equity payable |
|
1,683,870 |
1,526,151 |
Income tax and social contribution payable |
|
1,514,374 |
1,340,492 |
Taxes and contributions payable |
|
3,905,884 |
6,236,626 |
Other liabilities, including put option granted on subsidiaries |
|
2,704,984 |
4,110,138 |
Provisions |
13 |
502,465 |
418,389 |
Current liabilities |
|
34,618,169 |
41,004,897 |
|
|
|
|
Trade payables |
11 |
326,902 |
307,300 |
Derivative financial instruments |
21 |
166 |
11,643 |
Interest-bearing loans and borrowings |
12 |
2,211,454 |
2,202,975 |
Deferred tax liabilities |
8.1 |
4,554,117 |
3,318,448 |
Income tax and social contribution payable |
|
1,386,384 |
1,487,125 |
Taxes and contributions payable |
|
585,631 |
513,315 |
Other liabilities, including put option granted on subsidiaries |
|
949,572 |
1,083,221 |
Provisions |
13 |
581,204 |
559,614 |
Employee benefits |
|
2,189,895 |
2,011,793 |
Non-current liabilities |
|
12,785,325 |
11,495,434 |
|
|
|
|
Total liabilities |
|
47,403,494 |
52,500,331 |
|
|
|
|
Equity |
14 |
|
|
Issued capital |
|
58,226,036 |
58,177,929 |
Reserves |
|
98,470,302 |
98,669,404 |
Carrying value adjustments |
|
(72,014,950) |
(77,878,043) |
Retained earnings/(losses) |
|
10,581,388 |
- |
Equity attributable to the equity holders of Ambev |
|
95,262,776 |
78,969,290 |
Non-controlling interests |
|
772,576 |
1,174,512 |
Total equity |
|
96,035,352 |
80,143,802 |
|
|
|
|
Total equity and liabilities |
|
143,438,846 |
132,644,133 |
The accompanying notes are an integral part of these interim consolidated
financial statements.
INTERIM CONSOLIDATED INCOME STATEMENT
For the three and six-month periods ended June 30
All amounts in thousands of Brazilian Reais unless otherwise stated
|
|
Six-month period ended: |
|
Three-month period ended: |
|
Note |
2024 |
2023 |
|
2024 |
2023 |
|
|
|
|
|
|
|
Net sales |
16 |
40,320,512 |
39,429,857 |
|
20,044,215 |
18,898,114 |
Cost of sales |
|
(20,118,974) |
(19,767,293) |
|
(10,059,980) |
(9,635,609) |
Gross profit |
|
20,201,538 |
19,662,564 |
|
9,984,235 |
9,262,505 |
|
|
|
|
|
|
|
Distribution expenses |
|
(5,441,488) |
(5,598,401) |
|
(2,750,478) |
(2,681,705) |
Commercial expenses |
|
(4,095,671) |
(3,831,669) |
|
(2,211,147) |
(2,090,369) |
Administrative expenses |
|
(2,783,398) |
(2,621,156) |
|
(1,451,030) |
(1,315,604) |
Other operating income/(expenses) |
17 |
1,112,613 |
877,513 |
|
519,584 |
396,437 |
Exceptional items |
18 |
(29,296) |
(151,305) |
|
(11,727) |
(123,416) |
Income from operations |
|
8,964,298 |
8,337,546 |
|
4,079,437 |
3,447,848 |
|
|
|
|
|
|
|
Finance expenses |
19 |
(1,917,545) |
(2,943,019) |
|
(905,076) |
(1,488,300) |
Finance income |
19 |
1,130,481 |
1,076,405 |
|
530,731 |
632,016 |
Other net financial results |
19 |
(235,103) |
(204,732) |
|
(241,878) |
(217,200) |
Net finance result (i) |
|
(1,022,167) |
(2,071,346) |
|
(616,223) |
(1,073,484) |
|
|
|
|
|
|
|
Share of results of associates and joint ventures |
|
(35,022) |
(16,603) |
|
(31,452) |
(2,431) |
Income before income tax |
|
7,907,109 |
6,249,597 |
|
3,431,762 |
2,371,933 |
|
|
|
|
|
|
|
Income tax expense |
8.1 |
(1,651,039) |
167,412 |
|
(979,874) |
225,827 |
Net income |
|
6,256,070 |
6,417,009 |
|
2,451,888 |
2,597,760 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Equity holders of Ambev |
|
6,096,585 |
6,202,549 |
|
2,396,309 |
2,502,974 |
Non-controlling interest |
|
159,485 |
214,460 |
|
55,579 |
94,786 |
|
|
|
|
|
|
|
Basic earnings per share – common – R$ |
|
0.3873 |
0.3939 |
|
0.1523 |
0.1589 |
Diluted earnings per share – common – R$ |
|
0.3852 |
0.3915 |
|
0.1516 |
0.1579 |
(i) As detailed in note 19 – Net finance result, as of the
first quarter of 2024 the Company changed the split between financial result lines, including for comparative purposes.
The accompanying notes are an integral part of these interim consolidated
financial statements.
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the three and six-month periods ended June 30
All amounts in thousands of Brazilian Reais unless otherwise stated
|
Six-month period ended: |
|
Three-month period ended: |
|
2024 |
2023 |
|
2024 |
2023 |
|
|
|
|
|
|
Net income |
6,256,070 |
6,417,009 |
|
2,451,888 |
2,597,760 |
|
|
|
|
|
|
Items that may be subsequently reclassified to profit or loss: |
|
|
|
|
|
Exchange differences on the translation of foreign operations (gains/(losses)) |
|
|
|
|
|
Investment hedge – put option granted on subsidiaries |
(96,686) |
197,720 |
|
(59,015) |
132,053 |
Gains/losses on translation of other foreign operations |
5,307,415 |
(5,313,015) |
|
4,316,352 |
(3,285,254) |
Gains/losses on translation of foreign operations |
5,210,729 |
(5,115,295) |
|
4,257,337 |
(3,153,201) |
|
|
|
|
|
|
Cash flow hedge – gains/(losses) |
|
|
|
|
|
Recognized in equity (Hedge reserve) |
286,203 |
(668,842) |
|
803,318 |
(655,890) |
Reclassified from equity (Hedge reserve) and included in profit or loss |
(38,360) |
(117,170) |
|
(123,309) |
(23,254) |
Total cash flow hedge |
247,843 |
(786,012) |
|
680,009 |
(679,144) |
|
|
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
Recognition of actuarial gains/(losses) |
861 |
4,230 |
|
(554) |
(386) |
|
|
|
|
|
|
Other comprehensive (loss)/income |
5,459,433 |
(5,897,077) |
|
4,936,792 |
(3,832,731) |
|
|
|
|
|
|
Total comprehensive (loss)/income |
11,715,503 |
519,932 |
|
7,388,680 |
(1,234,971) |
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
Equity holders of Ambev |
11,454,382 |
405,714 |
|
7,251,727 |
(1,250,183) |
Non-controlling interest |
261,121 |
114,218 |
|
136,953 |
15,212 |
The consolidated statement of comprehensive income is presented net of income
tax. The income tax effects of these items are disclosed in note 8 –Income tax and social contribution.
The accompanying notes are an integral part of these interim consolidated financial statements.
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the periods ended June 30
All amounts in thousands of Brazilian Reais unless otherwise stated
|
Attributable to equity holders of Ambev |
|
|
|
|
Issued capital |
Capital reserves |
Net income reserves |
Retained earnings |
Carrying value adjustments |
Total |
|
Non-controlling interests |
Total equity |
At January 1, 2023 |
58,130,517 |
55,339,694 |
36,906,900 |
- |
(68,421,478) |
81,955,633 |
|
1,372,194 |
83,327,827 |
|
|
|
|
|
|
|
|
|
|
Net Income |
- |
- |
- |
6,202,549 |
- |
6,202,549 |
|
214,460 |
6,417,009 |
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
Gains/(losses) on cumulative translation adjustment [CTA] |
- |
|
- |
- |
(5,016,193) |
(5,016,193) |
|
(99,102) |
(5,115,295) |
Cash flow hedges |
- |
|
- |
- |
(785,019) |
(785,019) |
|
(993) |
(786,012) |
Actuarial gains/(losses) |
- |
|
- |
- |
4,377 |
4,377 |
|
(147) |
4,230 |
Total comprehensive income |
- |
- |
- |
6,202,549 |
(5,796,835) |
405,714 |
|
114,218 |
519,932 |
Capital increase (note 14) |
47,412 |
(32,869) |
- |
- |
- |
14,543 |
|
- |
14,543 |
Effect of application of IAS 29 (hyperinflation) |
- |
- |
- |
2,529,854 |
- |
2,529,854 |
|
6,053 |
2,535,907 |
Options granted on subsidiaries |
- |
- |
- |
- |
4,700 |
4,700 |
|
- |
4,700 |
Gains/(losses) of controlling interest |
- |
- |
- |
- |
(44) |
(44) |
|
- |
(44) |
Tax on deemed dividends |
- |
- |
- |
- |
(4,029) |
(4,029) |
|
- |
(4,029) |
Dividends paid |
- |
- |
- |
- |
- |
- |
|
(202,193) |
(202,193) |
Share buyback, results from treasury shares and share-based payments |
- |
168,232 |
- |
- |
- |
168,232 |
|
1,096 |
169,328 |
At June 30, 2023 |
58,177,929 |
55,475,057 |
36,906,900 |
8,732,403 |
(74,217,686) |
85,074,603 |
|
1,291,368 |
86,365,971 |
The accompanying notes are an integral part of these interim consolidated
financial statements.
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
For the periods ended June 30
All amounts in thousands of Brazilian Reais unless otherwise stated
|
Attributable to equity holders of Ambev |
|
|
|
|
Issued capital |
Capital reserves |
Net income reserves |
Retained earnings |
Carrying value adjustments |
Total |
|
Non-controlling interests |
Total equity |
At January 1, 2024 |
58,177,929 |
55,479,564 |
43,189,840 |
- |
(77,878,043) |
78,969,290 |
|
1,174,512 |
80,143,802 |
|
|
|
|
|
|
|
|
|
|
Net Income |
- |
- |
- |
6,096,585 |
- |
6,096,585 |
|
159,485 |
6,256,070 |
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
Gains/(losses) on cumulative translation adjustment [CTA] |
- |
|
- |
- |
5,112,045 |
5,112,045 |
|
98,684 |
5,210,729 |
Cash flow hedges |
- |
|
- |
- |
244,864 |
244,864 |
|
2,979 |
247,843 |
Actuarial gains/(losses) |
- |
|
- |
- |
888 |
888 |
|
(27) |
861 |
Total comprehensive income |
- |
- |
- |
6,096,585 |
5,357,797 |
11,454,382 |
|
261,121 |
11,715,503 |
Capital increase (note 14) |
48,107 |
- |
- |
- |
- |
48,107 |
|
- |
48,107 |
Effect of application of IAS 29 (hyperinflation) |
- |
- |
- |
4,463,983 |
- |
4,463,983 |
|
9,227 |
4,473,210 |
Gains/(losses) of controlling interest |
- |
1,958 |
- |
- |
512,385 |
514,343 |
|
(518,738) |
(4,395) |
Tax on deemed dividends |
- |
- |
- |
- |
(7,089) |
(7,089) |
|
- |
(7,089) |
Dividends paid |
- |
- |
- |
- |
- |
- |
|
(154,147) |
(154,147) |
Share buyback, results from treasury shares and share-based payments |
- |
(201,060) |
- |
- |
- |
(201,060) |
|
601 |
(200,459) |
Prescribed/(complementary) dividends |
- |
- |
- |
20,820 |
- |
20,820 |
|
- |
20,820 |
At June 30, 2024 |
58,226,036 |
55,280,462 |
43,189,840 |
10,581,388 |
(72,014,950) |
95,262,776 |
|
772,576 |
96,035,352 |
The accompanying notes are an integral part of these interim consolidated
financial statements
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
For the three and six-month periods ended June 30
All amounts in thousands of Brazilian Reais unless otherwise stated
|
|
Six-month period ended: |
|
Three-month period ended: |
|
Note |
2024 |
2023 |
|
2024 |
2023 |
|
|
|
|
|
|
|
Net income |
|
6,256,070 |
6,417,009 |
|
2,451,888 |
2,597,760 |
Depreciation, amortization and impairment |
|
3,352,178 |
3,230,756 |
|
1,719,851 |
1,703,919 |
Impairment losses on receivables and inventory |
|
177,303 |
184,192 |
|
82,323 |
74,769 |
Additions/(reversals) in provisions and employee benefits |
|
131,043 |
72,085 |
|
75,270 |
48,072 |
Net finance costs |
19 |
1,022,167 |
2,071,346 |
|
616,223 |
1,073,484 |
Losses/(gains) on sale of property, plant and equipment and intangible assets |
|
(41,889) |
(42,573) |
|
(21,206) |
(14,496) |
Share-based payment expenses |
20 |
184,482 |
181,910 |
|
83,192 |
104,744 |
Income tax expense |
8 |
1,651,039 |
(167,412) |
|
979,874 |
(225,827) |
Share of results of associates and joint ventures |
|
35,022 |
16,603 |
|
31,452 |
2,431 |
Hedge operations |
21.2 |
(29,469) |
(241,304) |
|
(136,461) |
(136,476) |
Other non-cash items included in profit |
|
- |
(9,031) |
|
- |
(9,031) |
Cash flow from operating activities before changes in working capital and use of provisions |
|
12,737,946 |
11,713,581 |
|
5,882,406 |
5,219,349 |
|
|
|
|
|
|
|
(Increase)/decrease in trade and other receivables |
|
(283,988) |
(208,392) |
|
(370,764) |
47,952 |
(Increase)/decrease in inventories |
|
(1,349,392) |
(162,591) |
|
(357,858) |
333,847 |
Increase/(decrease) in trade and other payables |
|
(4,373,318) |
(5,885,419) |
|
(1,308,550) |
(1,793,417) |
Cash generated from operations |
|
6,731,248 |
5,457,179 |
|
3,845,234 |
3,807,731 |
|
|
|
|
|
|
|
Interest paid |
|
(270,724) |
(287,867) |
|
(126,933) |
(147,198) |
Interest received |
|
752,671 |
372,445 |
|
361,854 |
208,537 |
Dividends received |
|
11,379 |
5,278 |
|
4,715 |
329 |
Income tax paid |
|
(3,148,249) |
(2,707,597) |
|
(726,744) |
(453,694) |
Cash flow from operating activities |
|
4,076,325 |
2,839,438 |
|
3,358,126 |
3,415,705 |
|
|
|
|
|
|
|
Proceeds from sales of property, plant and equipment and intangible assets |
|
90,963 |
58,276 |
|
54,746 |
34,446 |
Acquisitions of property, plant and equipment and intangible assets |
|
(2,043,986) |
(2,448,695) |
|
(1,028,091) |
(1,295,742) |
Proceeds/(acquisitions) of subsidiaries, net of cash acquired |
|
3,559 |
- |
|
3,837 |
- |
Capital increase in associates and subsidiaries |
|
- |
(8,421) |
|
- |
(1,902) |
Investments in short-term debt securities and net proceeds/(acquisitions) of debt securities |
|
(909,224) |
99,743 |
|
(109,548) |
44,828 |
Cash flow from/(used in) investing activities |
|
(2,858,688) |
(2,299,097) |
|
(1,079,056) |
(1,218,370) |
|
|
|
|
|
|
|
Capital increase |
|
17,486 |
14,543 |
|
- |
- |
Capital increase/(decrease) of non-controlling interest |
|
(1,297) |
- |
|
(1,297) |
- |
Proceeds/(buyback) treasury shares |
|
(367,327) |
(25,082) |
|
(291,104) |
(20,231) |
Acquisitions of non-controlling interest |
|
(1,716,959) |
- |
|
(2,930) |
- |
Proceeds from borrowings |
|
433,243 |
38,362 |
|
20,352 |
(7,086) |
Repayment of borrowings |
|
(507,841) |
(131,991) |
|
(444,535) |
(54,758) |
Cash net of finance costs other than interests |
|
(1,093,764) |
(1,938,602) |
|
(547,677) |
(1,211,272) |
Payment of lease liabilities |
|
(667,318) |
(513,344) |
|
(346,083) |
(284,612) |
Dividends and interest on shareholders’ equity paid |
|
(97,556) |
(166,789) |
|
(85,957) |
(128,614) |
Cash flow from/(used in) financing activities |
|
(4,001,333) |
(2,722,903) |
|
(1,699,231) |
(1,706,573) |
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
(2,783,696) |
(2,182,562) |
|
579,839 |
490,762 |
Cash and cash equivalents less bank overdrafts at the beginning of the year |
|
16,059,003 |
14,852,092 |
|
12,844,524 |
12,056,993 |
Effect of exchange rate fluctuations on cash and cash equivalents |
|
879,127 |
(656,465) |
|
730,071 |
(534,690) |
Cash and cash equivalents less bank overdrafts at the end of the year |
|
14,154,434 |
12,013,065 |
|
14,154,434 |
12,013,065 |
The accompanying notes are an integral part of these interim consolidated financial statements.
1.1 Description of business
Ambev S.A. (referred to as the “Company” or “Ambev”)
together with its subsidiaries (the “Group” or “Consolidated”), headquartered in São Paulo - SP, Brazil,
has as its social purpose, either directly or through participation in other companies, the production and sale of beer, draft beer, soft
drinks, other non-alcoholic beverages, malt and food in general, as well as the advertising of its own and of third party products, the
sale of promotional and advertising materials and the direct or indirect exploitation of bars, restaurants, snack bars and similar establishments,
among others.
The Group portfolio includes several own brands, like Brahma®, Skol®,
Antarctica®, Original®, Colorado®, Bohemia®, Serramalte®, Quilmes®, Patagonia®, Guaraná Antarctica®,
Beats® among others, and licensed brands, like Budweiser®, Corona®, Stella Artois®, Spaten® Beck’s® and
Mike’s®.
The Company’s shares and American Depositary Receipts (“ADRs”)
are listed on the Brasil, Bolsa, Balcão S.A. (“B3”), under the ticker “ABEV3” and on the New York Stock
Exchange (“NYSE”) under the ticker “ABEV”, respectively.
The Company’s direct controlling shareholders are Interbrew International
B.V. (“ITW International”), AmBrew S.à.r.l (“Ambrew”), both of which are subsidiaries of Anheuser-Busch
InBev N.V. (“AB InBev”).
1.2 Major corporate events in the three-month period ended June 30,2024
1.2.1 Share buyback program
The Board of Directors, in a meeting held on May 15 and 16, 2024, approved,
pursuant to article 30, 1st Paragraph, “b”, of Law 6,404/76 and Comissão de Valores Mobiliários
(“CVM”) Instruction 77/22, a share buyback program by the Company (“Program”) up to the limit of 24,000,000 common
shares, with the primary purpose of covering any share delivery requirements contemplated in the Company's share-based compensation plans
or to be held in treasury, canceled and/or subsequently transferred. The program would conclude on November 16, 2025, as detailed
together with other information about it in the Notice on Trading of Own Shares, prepared under the terms of Annex G to CVM Resolution
80/22 and disclosed to market on May 16, 2024. At the same date, the Company had 4,410,858,485 outstanding shares. Between May 21 and
24, 2024, the Company bought back all the shares provided for in the program. The acquisitions occurred as per a deduction of the capital
reserve account recorded in the balance sheets dated as at March 31, 2024. The transaction was carried out through the financial institution
UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A.
| 2. | BASIS OF PREPARATION AND PRESENTATION OF THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS |
The interim consolidated financial statements on June 30, 2024 have been
prepared using the going-concern accounting basis and are being presented in accordance with IAS 34 – Interim Financial Reporting
as issued by the International Accounting Standards Board (“IASB®”).
The information does not meet all disclosure requirements for the presentation
of full annual consolidated financial statements and are disclosed with relevant information and changes in the period, without the level of detail in certain accompanying
notes previously disclosed, avoiding repetition which, in Management's opinion, provides an understanding of the Company's equity
position and performance during the interim period. Therefore, the consolidated interim financial statements should be read in conjunction
with the consolidated financial statements for the year ended December 31, 2023, prepared in accordance with International Financial Reporting
Standards (“IFRS®”) issued by the IASB®.
The following notes are not disclosed in the interim consolidated financial
statements:
|
Name of accompanying note in annual financial statements |
Accompanying note |
(a) |
Payroll and related benefits |
9 |
(b) |
Additional information on operating expenses by nature |
10 |
(c) |
Earnings per share |
12 |
(d) |
Intangibles |
17 |
(e) |
Impairment of non-financial assets |
16 |
(f) |
Trade receivables |
20 |
(g) |
Employee benefits |
24 |
In addition, the material accounting policies presented in the respective
accompanying notes are not disclosed in these interim consolidated financial statements. The following notes are not in the same level
of detail presented in the annual consolidated financial statements, for the year ended December 31, 2023:
|
Name of accompanying note in annual financial statements |
Accompanying note |
(a) |
Summary of material accounting policies |
3 |
(b) |
Use of estimates and judgments |
4 |
(c) |
Income tax and social contribution |
13 |
(d) |
Goodwill |
15 |
(e) |
Changes in equity |
22 |
(f) |
Interest-bearing loans and borrowings |
23 |
(g) |
Share-based payments |
25 |
(h) |
Provisions, contingent liabilities and contingent asset |
27 |
(i) |
Financial instruments and risks |
28 |
(j) |
Related parties |
30 |
In preparing the interim consolidated financial statements, management uses
judgments, estimates and assumptions that affect the application of accounting practices and the reported amounts of assets, liabilities,
income and expenses. The relevant estimates and judgments are disclosed in note 4 - Use of estimates and judgments.
The interim consolidated financial statements were approved, in their
final form, by the Board of Directors on July 31, 2024.
2.1 Functional and presentation currency
The functional and presentation currency of the Company interim consolidated
financial statements is the Brazilian Real, which is the currency of its main economic operating environment. For presentation purposes,
the interim consolidated financial statements are presented in millions of Brazilian Reais (“R$”), unless otherwise indicated,
rounded to the nearest million.
Foreign currency transactions are accounted for at the exchange rates prevailing
as at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated using the balance
sheet date rate. Non-monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange
rate prevailing as at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies stated at fair
value are translated at the exchange rate in force as at the date on which the fair value was determined. Gains and losses arising from
the settlement of transactions in foreign currencies and resulting from the conversion of assets and liabilities denominated in foreign
currencies are recognized in the income statement.
Assets and liabilities of subsidiaries located abroad are translated at the
foreign exchange rates prevailing at the balance sheet date, while amounts from the income statement and cash flow are translated at the
average exchange rate for the year, and changes in equity are translated at the historical exchange rate of each transaction. Translation
adjustments arising from the difference between the average exchange rates and the historical rates are recorded directly in Carrying
value adjustments.
In the consolidation process, exchange differences arising from the translation
of equity in foreign operations and borrowing and other currency instruments designated as net investment hedges are recognized in Carrying
value adjustments, an equity reserve, and included in Other comprehensive income.
Even when recorded in the acquiring entity, the goodwill and fair value adjustments
arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the
foreign exchange rate at the balance sheet date.
2.1.1 Exchange rates
The most significant exchange rates used for the preparation of the Company’s
consolidated financial statements are as follow:
|
|
|
Closing rate |
|
Average rate |
|
|
|
|
|
Six-month period ended: |
|
Three-month period ended: |
Currency |
Name |
Country |
06/30/2024 |
12/31/2023 |
|
06/30/2024 |
06/30/2023 |
|
03/31/2024 |
03/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
ARS |
Argentinian Peso |
Argentina |
0.0061 |
0.0060 |
|
0.0058 |
0.0240 |
|
0.0058 |
0.0277 |
BBD |
Barbadian Dollar |
Barbados |
2.7403 |
2.3866 |
|
2.4767 |
2.5225 |
|
2.4272 |
2.5504 |
BOB |
Bolivian Peso |
Bolivia |
0.7987 |
0.6956 |
|
0.7218 |
0.7352 |
|
0.7074 |
0.7433 |
CAD |
Canadian Dollar |
Canada |
4.0564 |
3.6536 |
|
3.7058 |
3.7682 |
|
3.6626 |
3.8259 |
CLP |
Chilean Peso |
Chile |
0.0058 |
0.0055 |
|
0.0054 |
0.0063 |
|
0.0053 |
0.0062 |
GTQ |
Quetzal |
Guatemala |
0.7149 |
0.6189 |
|
0.6455 |
0.6542 |
|
0.6308 |
0.6603 |
USD |
US Dollar |
Panamá and Cuba |
5.5589 |
4.8413 |
|
5.0241 |
5.1171 |
|
4.9238 |
5.1736 |
PYG |
Guarani |
Paraguay |
0.0007 |
0.0007 |
|
0.0007 |
0.0007 |
|
0.0007 |
0.0007 |
DOP |
Dominican Peso |
Dominican Republic |
0.0940 |
0.0831 |
|
0.0853 |
0.0921 |
|
0.0838 |
0.0920 |
UYU |
Uruguayan Peso |
Uruguay |
0.1390 |
0.1241 |
|
0.1297 |
0.1311 |
|
0.1260 |
0.1320 |
| 3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES |
The accounting practices adopted by the Company are consistent in all the
years presented. There were no changes in the accounting policies and calculation methods used for the interim
consolidated financial statements as at June 30, 2024 compared to those presented in the consolidated financial statements for the years
ended December 31, 2023.
3.1 Recently issued IFRS
The changes in standards and new standards,
which became effective in 2024 are not applicable or did not have any material impact in
these consolidated financial statements. Below are the main changes in accounting standards which, in management's opinion, could possibly
have an impact on subsequent disclosures:
| (i) | In December 2021, the Organisation for Economic Cooperation and Development
("OECD"), as part of the Inclusive Framework on Base Erosion and Profit Shifting ("BEPS") project, released the Pillar
Two model rules (or Global Anti-Base Erosion Model Rules - GloBE), aiming at a common approach to international corporate taxation, in
order to ensure that multinational economic groups within the scope of these rules calculate taxes on profit at a minimum effective rate
of 15% in each country where they operate. These rules will have to be approved locally in each country that adheres to the proposal,
via applicable legislation, some of which have already promulgated new laws or are in the process of discussing and approving them. In
May 2023, the IASB® issued scope changes to IAS 12 – Income Taxes to allow a temporary exemption in accounting for deferred
income taxes arising from promulgated or substantially promulgated legislation implementing OECD Pillar Two, an exemption which has been
adopted by the Group. |
In
the Group's case, the Pillar Two Rules are effective in 2024 in some jurisdictions and no material impacts have been identified in the
interim financial statements as of June 30, 2024, and currently there is no expectation
that there will be a material impact on subsequent financial statements.
| (ii) | On May 25, 2023, the IASB® published amendments
to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Disclosures, which establish new disclosure
requirements for financing transactions with suppliers, the so-called "Supplier Finance Arrangements". These requirements must
be adopted by companies that adhere to the IFRS® as of 2024, but no additional presentation is required in the interim financial statements
in the first year of adoption. The Company is evaluating the impacts of these changes, even though these transactions are not material
to the Group, as disclosed in note 11 – Trade payables. |
| (iii) | In August 2023, IASB® issued amendments to IAS 21 – The Effects
of Changes in Foreign Exchange Rates. The modifications implemented will require the application of a consistent approach when
assessing whether a currency can be exchanged for another currency and, when it cannot, determining the exchange rate to be used, and
the related disclosures. The Company is evaluating the impacts of these standards, the adoption of which is required for fiscal years
beginning on January 1, 2025. |
Is not expected that these changes have a significant impact in the interim
consolidated financial statements of the entity. In addition, there are no other standards, standard changes or IFRIC interpretations
that still haven’t been in force and that may have a material impact in entity’s consolidated financial statements. In addition,
the company has not adopted any standards in advance.
| 4. | USE OF ESTIMATES AND JUDGMENTS |
The preparation of interim consolidated financial statements in compliance
with IFRS requires Management to make use of judgments, estimates and assumptions that affect the application of accounting practices
and the reported amounts of assets and liabilities, income and expenses. The estimates and assumptions are based on past
experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for
decision-making regarding judgments relating to the carrying amounts of assets and liabilities that are not readily evident from other
sources. The actual results may differ from these estimates.
The estimates and assumptions are reviewed on a regular basis. Changes in
accounting estimates may affect the period during which they are realized, or future periods.
The
accounting policy which reflects significant estimates and judgments used in the preparation of these interim consolidated financial statements
for the six-month period ended June 30, 2024 have
not changed from those valid on December 31, 2023.
| 5. | CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES |
5.1 Cash and equivalents
|
06/30/2024 |
12/31/2023 |
|
|
|
Cash |
142,415 |
267,077 |
Current bank accounts |
6,413,346 |
6,818,336 |
Short-term bank deposits (i) |
7,598,673 |
8,973,590 |
Cash and cash equivalents |
14,154,434 |
16,059,003 |
(i) The balance refers mostly to Bank Deposit Certificates (“CDBs”),
high liquidity bonds, which are readily convertible into known amounts of cash and which are subject to an insignificant risk of change
in value.
The cash and cash equivalents balance include the amount of R$3,564 million
as at June 30, 2024 (R$3,768 million in December 31, 2023), which is not freely transferable to the parent company due to remittance restrictions
in Cuba and Argentina, although available for use in the local operations of the subsidiaries in question.
5.2 Investment securities
|
06/30/2024 |
12/31/2023 |
|
|
|
Financial assets at fair value through profit or loss |
1,187,157 |
277,164 |
Current investment securities |
1,187,157 |
277,164 |
|
|
|
Investment on debt securities (i) |
249,621 |
242,168 |
Non-current investment securities |
249,621 |
242,168 |
|
|
|
Total |
1,436,778 |
519,332 |
(i) The balance refers substantially to financial investments linked to tax
incentives that do not have immediate convertibility into a known amount of cash.
|
06/30/2024 |
12/31/2023 |
|
|
|
Finished goods |
4,294,138 |
2,990,337 |
Work in progress |
787,139 |
826,520 |
Raw materials and consumables |
4,908,905 |
4,599,874 |
Spare parts and others |
982,527 |
806,867 |
Prepayments |
617,353 |
537,871 |
Impairment losses |
(164,140) |
(142,447) |
|
11,425,922 |
9,619,022 |
The changes in impairment losses on inventory are as follows:
|
06/30/2024 |
12/31/2023 |
Beginning balance |
(142,447) |
(160,173) |
Effects of cumulative translation adjustment (CTA) |
(11,277) |
12,932 |
Provisions |
(112,961) |
(262,884) |
Write-offs |
102,545 |
267,678 |
Final balance |
(164,140) |
(142,447) |
|
06/30/2024 |
12/31/2023 |
PIS/COFINS exclusion of ICMS (i) |
69,553 |
219,010 |
PIS/COFINS |
124,772 |
170,426 |
ICMS |
412,972 |
426,936 |
IPI |
117,788 |
112,541 |
Income tax and social contributions |
2,388,534 |
2,436,614 |
Other |
64,002 |
70,161 |
Current |
3,177,621 |
3,435,688 |
|
|
|
PIS/COFINS exclusion of ICMS (i) |
6,771,978 |
6,490,398 |
ICMS |
412,173 |
436,508 |
Income tax and social contributions |
4,171,763 |
4,087,032 |
Other |
312,166 |
311,158 |
Non-current |
11,668,080 |
11,325,096 |
|
|
|
Total |
14,845,701 |
14,760,784 |
(i)
Over the last few years, as disclosed in the respective annual financial statements, the Company recognized PIS and COFINS credits arising
from the exclusion of ICMS, including in the form of tax substitution,
from the calculation basis. The corresponding entry for recognition is recorded in the item Recoverable PIS/COFINS – exclusion of
ICMS, according to the table above.
| 8. | INCOME TAX AND SOCIAL CONTRIBUTION |
8.1 Deferred income tax and social contribution
The details of the amount of deferred income tax and social contribution
by type of temporary difference are as follows:
|
06/30/2024 |
|
12/31/2023 |
|
Assets |
Liabilities |
Net |
|
Assets |
Liabilities |
Net |
Investment securities |
8,147 |
- |
8,147 |
|
8,231 |
- |
8,231 |
Intangible |
- |
(1,921,504) |
(1,921,504) |
|
- |
(1,369,738) |
(1,369,738) |
Employee benefits |
876,433 |
- |
876,433 |
|
856,512 |
- |
856,512 |
Trade payables |
3,439,217 |
- |
3,439,217 |
|
2,843,806 |
(3,281) |
2,840,525 |
Trade receivables |
44,799 |
(5,613) |
39,186 |
|
43,807 |
(7,002) |
36,805 |
Derivatives |
33,593 |
(53,913) |
(20,320) |
|
31,091 |
(77,210) |
(46,119) |
Interest-bearing loans and borrowings |
8,447 |
- |
8,447 |
|
7,518 |
- |
7,518 |
Inventories |
79,852 |
(112,673) |
(32,821) |
|
268,589 |
(59,561) |
209,028 |
Property, plant and equipment |
1,059,320 |
(2,375,637) |
(1,316,317) |
|
714,218 |
(1,837,179) |
(1,122,961) |
Withholding tax on undistributed profits and royalties |
- |
(1,782,359) |
(1,782,359) |
|
- |
(1,385,500) |
(1,385,500) |
Investments in associates and joint ventures |
- |
(383,678) |
(383,678) |
|
- |
(383,678) |
(383,678) |
Interest on shareholders’ equity |
518,117 |
- |
518,117 |
|
- |
- |
- |
Tax losses carryforward |
3,918,615 |
- |
3,918,615 |
|
4,383,261 |
- |
4,383,261 |
Provisions |
1,332,833 |
(16,427) |
1,316,406 |
|
1,026,343 |
(4,637) |
1,021,706 |
Complement of income tax of foreign subsidiaries due in Brazil |
- |
(118,117) |
(118,117) |
|
- |
- |
- |
Impact of the adoption of IFRS 16 (Leases) |
- |
(27,936) |
(27,936) |
|
14,484 |
(19,679) |
(5,195) |
Exclusion of ICMS from PIS/COFINS calculation basis |
- |
(75,989) |
(75,989) |
|
- |
(228,510) |
(228,510) |
Other items |
413,367 |
(551,650) |
(138,283) |
|
266,340 |
(437,081) |
(170,741) |
Gross deferred tax assets/(liabilities) |
11,732,740 |
(7,425,496) |
4,307,244 |
|
10,464,200 |
(5,813,056) |
4,651,144 |
Netting by taxable entity |
(2,871,379) |
2,871,379 |
- |
|
(2,494,608) |
2,494,608 |
- |
Net deferred tax assets/(liabilities) |
8,861,361 |
(4,554,117) |
4,307,244 |
|
7,969,592 |
(3,318,448) |
4,651,144 |
Among the deferred tax assets on tax losses carryforward, the tax authorities
unilaterally offset in tax proceedings the total amount of R$268,602 (R$268,602 in December 31, 2023), which is equivalent to R$790,005
(R$790,005 in December 31, 2023) in tax losses basis. Such proceedings are classified as having a possible likelihood of loss.
8.1.1 Realization of deferred taxes
As at June 30, 2024 the deferred tax assets and liabilities are expected
to be utilized/settled, as follows:
|
06/30/2024 |
Deferred taxes not related to tax losses |
to be realized until 12 months |
to be realized after 12 months |
Total |
|
|
|
|
Investment securities |
- |
8,147 |
8,147 |
Intangible |
- |
(1,921,504) |
(1,921,504) |
Employee benefits |
142,400 |
734,033 |
876,433 |
Trade payables |
(55,258) |
3,494,475 |
3,439,217 |
Trade receivables |
33,701 |
5,485 |
39,186 |
Derivatives |
(22,407) |
2,087 |
(20,320) |
Interest-bearing loans and borrowings |
- |
8,447 |
8,447 |
Inventories |
(43,782) |
10,961 |
(32,821) |
Property, plant and equipment |
- |
(1,316,317) |
(1,316,317) |
Withholding tax on undistributed profits and royalties |
- |
(1,782,359) |
(1,782,359) |
Investments in associates and joint ventures |
- |
(383,678) |
(383,678) |
Interest on shareholders’ equity |
518,117 |
- |
518,117 |
Provisions |
604,424 |
711,982 |
1,316,406 |
Complement of income tax of foreign subsidiaries due in Brazil |
(118,117) |
- |
(118,117) |
Impact of the adoption of IFRS 16 (Leases) |
- |
(27,936) |
(27,936) |
Exclusion of ICMS from PIS/COFINS calculation basis |
- |
(75,989) |
(75,989) |
Other items |
(4,136) |
(134,147) |
(138,283) |
Total |
1,054,942 |
(666,313) |
388,629 |
Deferred tax related to tax losses carryforward |
06/30/2024 |
2025 |
379,405 |
2026 |
1,509,387 |
2027 |
778,646 |
2028 to 2030 |
1,011,709 |
2031 onward (i) |
239,468 |
Total |
3,918,615 |
(i) There is no expectation of realization with a term of more than 10 years.
8.1.2 The net change of deferred taxes
The net change in deferred income tax and social contribution is detailed
as follows:
At December 31, 2023 |
4,651,144 |
Recognition of actuarial gains/(losses) |
(59) |
Investment hedge – put option granted on subsidiaries |
49,808 |
Cash flow hedge – gains/(losses) |
(316,612) |
Gains/(losses) on cumulative translation adjustment [CTA] |
484,755 |
Recognized in other comprehensive income |
217,892 |
Recognized in the income statement |
461,827 |
Changes directly in the balance sheet |
(1,023,619) |
Recognized in deferred tax |
(617,162) |
Effect of application of IAS 29 (hyperinflation) |
(617,162) |
Recognized in other balance sheet group |
(406,457) |
At June 30, 2024 |
4,307,244 |
8.1.3 Deferred tax asset related to tax losses
As of June 30, 2024, besides the tax credits related to tax losses carryforward
effectively recognized in the amounts disclosed above, other tax credits related to tax losses carryforward in the amount of R$736,547
(R$669,024 in December 31, 2023) - which are equivalent, in value basis, to R$2,794,228 at June 30, 2024 (R$2,521,047 in December 31,
2023) - were not recorded, since their realization is not probable in currently Management evaluation.
8.2 Income tax and social contribution
Income taxes reported in the income statement are analyzed as follows:
|
Six-month period ended: |
|
Three-month period ended: |
|
06/30/2024 |
06/30/2023 |
|
06/30/2024 |
06/30/2023 |
Income tax expense – current |
(2,112,866) |
(1,520,402) |
|
(1,109,704) |
(670,445) |
|
|
|
|
|
|
Deferred tax expense on temporary differences |
926,473 |
1,408,958 |
|
554,551 |
824,014 |
Deferred tax on tax loss carryforward movements in the current period |
(464,646) |
278,856 |
|
(424,721) |
72,258 |
Total deferred tax (expense)/income |
461,827 |
1,687,814 |
|
129,830 |
896,272 |
|
|
|
|
|
|
Total income tax expenses |
(1,651,039) |
167,412 |
|
(979,874) |
225,827 |
The reconciliation between the weighted nominal tax rate and the effective tax rate is summarized
as follows:
|
Six-month period ended: |
|
Three-month period ended: |
|
06/30/2024 |
06/30/2023 |
|
06/30/2024 |
06/30/2023 |
Profit before tax |
7,907,109 |
6,249,597 |
|
3,431,762 |
2,371,933 |
Adjustment on a taxable basis |
|
|
|
|
|
Others non-taxable income |
(253,909) |
(490,914) |
|
(123,286) |
(340,483) |
Government grants related to sales taxes |
- |
(1,404,170) |
|
- |
(721,470) |
Share of results of associates and joint ventures |
35,022 |
16,603 |
|
31,452 |
2,431 |
Non-deductible expenses |
34,800 |
19,594 |
|
27,885 |
3,367 |
Foreign profit calculation |
(66,097) |
260,655 |
|
(54,094) |
114,242 |
|
7,656,925 |
4,651,365 |
|
3,313,719 |
1,430,020 |
Aggregated weighted nominal tax rate |
29.37% |
28.48% |
|
28.38% |
24.34% |
Taxes payable – nominal rate |
(2,249,129) |
(1,324,696) |
|
(940,439) |
(348,088) |
Adjustment on tax expense |
|
|
|
|
|
Income tax incentives |
324,271 |
47,678 |
|
75,732 |
19,721 |
Deductible interest on shareholders’ equity |
511,038 |
1,676,701 |
|
225,925 |
820,019 |
Tax savings from goodwill amortization |
1,793 |
8,579 |
|
897 |
4,290 |
Withholding income tax |
(409,912) |
(100,764) |
|
(304,732) |
(43,208) |
Recognition/(write-off) of deferred charges on tax losses |
(31,425) |
(94,383) |
|
(109,720) |
(84,542) |
Effect of application of IAS 29 (hyperinflation) |
57,516 |
(257,581) |
|
5,224 |
(136,990) |
Others with reduced taxation |
144,810 |
211,878 |
|
67,240 |
(5,375) |
Income tax and social contribution expense |
(1,651,038) |
167,412 |
|
(979,873) |
225,827 |
Effective tax rate |
20.88% |
-2.68% |
|
28.55% |
-9.52% |
The main events that impacted the effective tax rate for the period were:
| · | Government grants for sales taxes: Related to regional incentives
and economic development policies, these are related primarily to local production, contributing to economic and social impact, and, when
reinvested, are not subject to income tax and social contribution, which explains the impact on the effective tax rate. Any amounts described
under this heading are usually impacted by fluctuations in the volume, price and any eventual increases in state VAT (“ICMS”),
reflected in other operating income or net sales depending on its nature. Since January 2024, the government subsidy amounts relating
to sales taxes have no more been deducted from the taxable base, due to the implementation
of Federal Law No. 14,789/24. The amounts relating to tax incentives are duly allocated to the profit
reserve each year, in accordance with item (14.3.1) "Tax incentives" of note 14 – Changes in equity. |
| · | Universal taxation of profit: shows complement of income tax on foreign
subsidiaries due in Brazil according to the regulations of Law 12,973/14. |
| · | Income tax incentive: refers to income tax incentives granted by the
Federal Government to promote regional development in some areas of the North and Northeast of the country. These incentives are recorded
in the income statement on an accrual basis and allocated to the tax incentive reserves account, in accordance with item (14.3.1) "Tax
incentives" of note 14 – Changes in equity. |
| · | Withholding income tax: The amount is mainly related to dividends already
distributed and to be distributed by subsidiaries located outside of Brazil, applicable according to local tax legislation. The recorded
values in 2024 are mainly related to withholding tax on dividends distributed in 2024 and the exchange rate variation of the deferred
income tax related to subsidiary profits undistributed. |
| · | Deductible interest on shareholders’ equity: under Brazilian law,
companies have an option to remunerate their shareholders through the payment of Interest on shareholders’ equity, which amount
is impacted by the taxable result, net income reserves of the Company and by the long-term interest rate (“TJLP”). These remunerations
are deductible for income tax purposes. On December 29, 2023, Law 14,789/23 was enacted, effective as of January 1, 2024, limiting, as
from that date, the equity accounts that must be used in the interest on shareholders’ equity calculation. |
| · | Effect of application of IAS 29 (hyperinflation): our subsidiary in
Argentina, which operates in a hyperinflationary economy, is subject to monetary correction of non-financial assets and liabilities, equity
and income statement, which, at times, reflects in the consolidated effective tax rate and implies variation between periods. |
| 9. | PROPERTY, PLANT AND EQUIPMENT |
|
06/30/2024 |
12/31/2023 |
Property, plant and equipment |
26,010,615 |
23,662,728 |
Right of use assets |
3,008,739 |
2,967,428 |
|
29,019,354 |
26,630,156 |
9.1 Changes in the carrying amount of
property, plant, and equipment
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At December 31, 2022 |
Cumulative translation adjustment (CTA) |
Effects of application of IAS 29 (hyperinflation) |
Acquisitions |
Depreciation |
Disposals and write-offs |
Transfers |
At December 31, 2023 |
|
Acquisition cost |
Depreciation |
Land and buildings |
9,698,425 |
(1,485,238) |
663,123 |
44,741 |
(481,587) |
(3,738) |
800,535 |
9,236,261 |
|
14,287,840 |
(5,051,579) |
Plant and equipment |
11,589,556 |
(1,726,730) |
779,390 |
1,230,174 |
(3,533,364) |
(39,135) |
2,488,955 |
10,788,846 |
|
39,509,056 |
(28,720,210) |
Fixtures and accessories |
1,323,571 |
(193,404) |
86,460 |
56,419 |
(541,605) |
(13,471) |
373,702 |
1,091,672 |
|
7,074,126 |
(5,982,454) |
Under construction |
4,349,748 |
(311,718) |
120,197 |
3,283,918 |
- |
(3,391) |
(4,892,805) |
2,545,949 |
|
2,545,949 |
- |
|
26,961,300 |
(3,717,090) |
1,649,170 |
4,615,252 |
(4,556,556) |
(59,735) |
(1,229,613) |
23,662,728 |
|
63,416,971 |
(39,754,243) |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At December 31, 2023 |
Cumulative translation adjustment (CTA) |
Effects of application of IAS 29 (hyperinflation) |
Acquisitions |
Depreciation |
Disposals and write-offs |
Transfers |
At June 30, 2024 |
|
Acquisition cost |
Depreciation |
Land and buildings |
9,236,261 |
369,133 |
811,709 |
8,179 |
(241,999) |
(16,703) |
232,298 |
10,398,878 |
|
16,017,518 |
(5,618,640) |
Plant and equipment |
10,788,846 |
440,493 |
863,851 |
398,789 |
(1,866,328) |
(4,567) |
1,060,448 |
11,681,532 |
|
45,012,508 |
(33,330,976) |
Fixtures and accessories |
1,091,672 |
40,681 |
67,669 |
13,410 |
(268,056) |
(18,464) |
71,223 |
998,135 |
|
7,931,787 |
(6,933,652) |
Under construction |
2,545,949 |
84,055 |
120,079 |
1,542,801 |
- |
- |
(1,360,814) |
2,932,070 |
|
2,932,070 |
- |
|
23,662,728 |
934,362 |
1,863,308 |
1,963,179 |
(2,376,383) |
(39,734) |
3,155 |
26,010,615 |
|
71,893,883 |
(45,883,268) |
9.2 Changes in the carrying amount
of right-of-use assets
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At December 31, 2022 |
Cumulative translation adjustment (CTA) |
Effects of application of IAS 29 (hyperinflation) |
Additions |
Depreciation |
Disposals and write-offs |
Transfers |
At December 31, 2023 |
|
Acquisition cost |
Depreciation |
Buildings |
1,350,836 |
(49,482) |
11,951 |
343,028 |
(451,693) |
(30,532) |
(1,842) |
1,172,266 |
|
2,925,946 |
(1,753,680) |
Machinery, vehicles and others |
1,743,554 |
(32,731) |
15,496 |
1,313,799 |
(773,939) |
(475,532) |
4,515 |
1,795,162 |
|
3,534,476 |
(1,739,314) |
Total |
3,094,390 |
(82,213) |
27,447 |
1,656,827 |
(1,225,632) |
(506,064) |
2,673 |
2,967,428 |
|
6,460,422 |
(3,492,994) |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At December 31, 2023 |
Cumulative translation adjustment (CTA) |
Effects of application of IAS 29 (hyperinflation) |
Additions |
Depreciation |
Disposals and write-offs |
Transfers |
At June 30, 2024 |
|
Acquisition cost |
Depreciation |
Buildings |
1,172,266 |
63,743 |
6,588 |
167,461 |
(210,850) |
(16,059) |
- |
1,183,149 |
|
3,200,342 |
(2,017,193) |
Machinery, vehicles and others |
1,795,162 |
29,530 |
17,308 |
438,753 |
(447,234) |
(7,929) |
- |
1,825,590 |
|
4,027,952 |
(2,202,362) |
Total |
2,967,428 |
93,273 |
23,896 |
606,214 |
(658,084) |
(23,988) |
- |
3,008,739 |
|
7,228,294 |
(4,219,555) |
|
06/30/2024 |
12/31/2023 |
|
|
|
Balance at the end of the previous year |
38,003,640 |
40,594,038 |
Effects of cumulative translation adjustment (CTA) |
2,252,063 |
(4,067,916) |
Effect of application of IAS 29 (hyperinflation) |
1,823,400 |
1,481,136 |
Acquisitions, (write-offs) and disposal through business combinations |
12,945 |
(3,618) |
Balance at the end of the year |
42,092,048 |
38,003,640 |
Impairment testing
The impairment test is performed annually considering the most accurate estimates
calculated by Management. The Company’s Management has not identified any relevant indications of impairment in the six-month period
ended June 30, 2024.
|
06/30/2024 |
12/31/2023 |
|
|
|
Trade payables |
18,909,452 |
21,278,615 |
Related parties (note 23) |
1,850,286 |
1,916,486 |
Current |
20,759,738 |
23,195,101 |
|
|
|
Trade payables |
96,281 |
107,386 |
Related parties (note 23) |
230,621 |
199,914 |
Non-current |
326,902 |
307,300 |
|
|
|
Total |
21,086,640 |
23,502,401 |
The present value adjustment recorded for trade payables, at June 30, 2024
is R$231 million (R$308 million at December 31, 2023).
The subsidiaries in Argentina, Chile, Paraguay and Panama have discount transactions
for invoices with endorsement (trade payables securitization) with vendors in the amount of R$132 million at June 30, 2024 (R$159 million
at December 31, 2023). In general, abovementioned discount transactions occur by legal impositions existing in these jurisdictions. These
transactions maintain commercial characteristics since there are no change in previously established conditions (amount, terms, and counterpart)
and its vendor’s choice to carry out the anticipation of its receivables with the Company, therefore, these operations do not result
in any additional obligations for the Company.
| 12. | INTEREST-BEARING LOANS AND BORROWINGS |
|
06/30/2024 |
12/31/2023 |
|
|
|
Secured bank loans |
21,394 |
14,938 |
Other secured loans |
132,400 |
136,269 |
Lease liabilities |
1,090,904 |
1,146,884 |
Current liabilities |
1,244,698 |
1,298,091 |
|
|
|
Secured bank loans |
96,940 |
111,628 |
Other secured loans |
248,136 |
279,401 |
Lease liabilities |
1,866,378 |
1,811,946 |
Non-current liabilities |
2,211,454 |
2,202,975 |
|
|
|
Total |
3,456,152 |
3,501,066 |
Additional information regarding the exposure of the Company to interest
rate, foreign currency risk and debt repayment schedule is disclosed in note 21 - Financial instruments and risks.
12.1 Contractual clauses (Covenants)
In the six-month period ended June 30, 2024, as well as at December 31, 2023
and until the date of issue of these interim consolidated financial statements there were no events of default, breach of covenant clauses
or significant contractual changes that would result in changes to the payment terms of loan and financing contracts.
12.2 Terms and discount rates of leasing contracts
The Company estimates discount rates based on risk-free interest rates observed
in the Brazilian market, for the terms of its contracts, adjusted to their reality (credit spread). Spreads were obtained with financial
institutions. The following table shows the weighted average of rates applied:
|
Rate % |
Lease Term |
06/30/2024 |
2024 - 2027 |
11.09% |
2028 - 2035 |
11.10% |
| 13. | PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS |
The Company and its subsidiaries are involved in administrative and judicial
proceedings and arbitrations arising from the normal course of business. The assessment of the probability of loss, carried out by the
Company with the support of its legal advisors, considers the probability of the Company position being accepted at the end of the process,
considering the applicable legislation, the case law on the subject and the existing evidence. Due to their nature, these processes involve
inherent uncertainties, including, but not limited to, decisions by courts and tribunals, agreements between the parties involved and
governmental actions and, as a result, management cannot, at this stage, estimate the exact time taken to resolve these issues.
13.1 Provision
The Company and some of its subsidiaries are involved in lawsuits, mainly
of a tax, civil and labor nature, which are considered probable of loss, and which are fully provisioned, under the terms of IAS 37 -
Provisions, Contingent Liabilities and Contingent Assets. Processes are considered with a probable likelihood of loss when there
is consolidated or binding case law unfavorable to the thesis defended by the Company and its subsidiaries, or, in the case of a factual
or evidentiary discussion, when the Company and its subsidiaries do not have the necessary and sufficient evidence to prove the right
alleged.
13.1.1 Main lawsuits with a probable likelihood of loss:
Sales taxes: in Brazil, the Company
and its subsidiaries are parties to various administrative and judicial proceedings related to ICMS, IPI, PIS and COFINS taxes, considered
as probable likelihood of loss. Such proceedings include, among others, tax offsetting, appropriation of tax credits and alleged insufficient
payment of the respective taxes.
Labor: the Company and its subsidiaries
are parties to labor proceedings with former employees or former employees of service providers. The main issues involve overtime and
related effects and respective charges.
Civil: the Company and its subsidiaries
are involved in civil lawsuits considered as representing a probable likelihood of loss. The most relevant portion of these lawsuits refers
to former distributors, mainly in Brazil, mostly claiming damages resulting from the termination of their contracts.
13.1.2 Provision changes
|
Taxes on sales |
Labor |
Civil |
Other taxes (i) |
Restructuring |
Total |
|
|
|
|
|
|
|
Saldo em 31 de dezembro de 2022 |
246,948 |
132,101 |
335,934 |
192,929 |
11,797 |
919,709 |
Effect of cumulative translation adjustment (CTA) |
- |
(2,774) |
(35,824) |
(6,283) |
(506) |
(45,387) |
Additions |
135,768 |
247,769 |
234,556 |
75,635 |
3,190 |
696,918 |
Provisions consumed |
(27,321) |
(181,662) |
(121,944) |
(40,777) |
(11,211) |
(382,915) |
Provisions reversed |
(73,223) |
(45,497) |
(72,545) |
(19,057) |
- |
(210,322) |
Saldo em 31 de dezembro de 2023 |
282,172 |
149,937 |
340,177 |
202,447 |
3,270 |
978,003 |
Effect of cumulative translation adjustment (CTA) |
- |
670 |
322 |
6,638 |
483 |
8,113 |
Additions |
54,595 |
129,976 |
96,750 |
17,407 |
14,475 |
313,203 |
Provisions consumed |
(1,517) |
(84,209) |
(17,628) |
(3,369) |
(13,178) |
(119,901) |
Provisions reversed |
(48,102) |
(21,985) |
(22,849) |
(2,813) |
- |
(95,749) |
Saldo em 30 de junho de 2024 |
287,148 |
174,389 |
396,772 |
220,310 |
5,050 |
1,083,669 |
(i) Other taxes refer to provisions for lawsuits concerning taxes other than
taxes on sales and income taxes. The uncertain tax treatments related to taxes on profits with a prognosis
of probable loss have their value reported directly in the income tax and social contribution payable, as per IFRIC 23 - Uncertainty
on the Treatment of Income Taxes.
13.1.3 Expected settlement
|
12/31/2023 |
|
Taxes on sales |
Labor |
Civil |
Other taxes (i) |
Restructuring |
Total |
Current |
113,652 |
67,248 |
226,736 |
7,483 |
3,270 |
418,389 |
Non-current |
168,520 |
82,689 |
113,441 |
194,964 |
- |
559,614 |
Total |
282,172 |
149,937 |
340,177 |
202,447 |
3,270 |
978,003 |
|
06/30/2024 |
|
Taxes on sales |
Labor |
Civil |
Other taxes (i) |
Restructuring |
Total |
Current |
186,848 |
62,799 |
225,202 |
22,566 |
5,050 |
502,465 |
Non-current |
100,300 |
111,590 |
171,570 |
197,744 |
- |
581,204 |
Total |
287,148 |
174,389 |
396,772 |
220,310 |
5,050 |
1,083,669 |
(i) Other taxes refer to provisions for lawsuits concerning taxes other than
taxes on sales and income taxes. The uncertain tax treatments on income taxes with a prognosis of probable loss have their value reported
directly in the income tax and social contribution payable, as per IFRIC 23 - Uncertainty on the Treatment of Income Taxes.
The expected settlement of provisions was based on management’s best
estimate in conjunction with their internal and external legal advisors at the interim consolidated balance sheet date.
13.2 Contingencies
The Company and its subsidiaries maintain administrative and judicial discussions
with fiscal authorities in Brazil related to certain fiscal positions adopted when calculating the income tax and social contribution,
which, based on Management’s current evaluation, probably are going to be accepted in superior court decisions, considering
the regular compliance with tax laws, case law, and evidence produced, aligned with IFRIC 23. The Company also has tax actions
related to other taxes, which involve risk of a possible loss, according to management's assessment. To these uncertain tax treatments
and possible contingencies there are no recorded provisions, due to the assessment carried out. The composition and estimates are as following:
|
06/30/2024 |
12/31/2023 |
|
|
|
Income tax and social contribution |
65,736,547 |
63,620,985 |
Value-added and excise taxes |
26,695,583 |
26,761,034 |
PIS and COFINS |
3,370,001 |
3,496,221 |
Others |
2,039,679 |
1,679,407 |
|
97,841,810 |
95,557,647 |
Contingencies with a remote risk of loss are not disclosed, as the possibility
of any outflow of resources embodying economic benefits is remote, in accordance with IAS 37 - Provisions, Contingent Liabilities and
Contingent Assets.
The Company and its subsidiaries have guarantee-insurance policies and letters
of guarantee for some legal actions, disclosed as guarantee for civil, labor and tax execution or to enable resources of labor nature.
The Company is also a party to other tax lawsuits in which it is an active
party and discusses the possibility of recovering or failing to pay taxes which, in Management's opinion, do not have constitutional and/or
legal support for their demand. As disclosed in its accounting policy, the Company does not recognize contingent assets. If the inflow
of economic benefits becomes probable, according to a prognosis assessment conducted by external legal advisors in addition to Management's
internal assessment, the Company discloses the contingent asset. On the moment when the inflow of economic benefits becomes virtually
certain, such as when the legal decision is final and the gain can be estimated with certainty, the asset is no longer contingent, and
the Company recognizes it in the financial statements for the period in which there was a change in estimate occurred.
13.2.1 Main contingencies with a possible risk of loss
The changes in the amount of contingencies reported relate mainly to
the increase resulting from monetary restatement. In addition, the main process classified with a possible loss probability, which changed
in the period, are summarized in the table below, along with their respective estimated values involved in the cases.
|
Uncertainty over the treatment of income taxes
In accordance with IFRIC 23 (Note 8 - Income tax and social contribution) |
Estimates
(in million of Brazilian Reais) |
# |
Description of the main processes |
06/30/2024 |
31/12/2023 |
1 |
Deductibility of Interest on Shareholders’ Equity (or Interest On Capital – “IOC”)
expenses
In 2013, as approved in a Shareholders Meeting, Ambev implemented a corporate
restructuring with the purpose of simplifying its corporate structure and converting into a single class of shares company, among other
reasons. One of the steps of such restructuring involved a contribution of shares followed by the merger of shares of its controlled entity,
Companhia de Bebidas das Américas, into Ambev. As one of the results of this restructuring, the counterpart register of the positive
difference between the value of shares issued for the merger and the net equity value of its controlled entity’s share was accounted,
as per IFRS 10/CPC 36 and ICPC09, in an equity account of Ambev referred to as carrying value adjustment.
As a result of this restructuring, since 2019, Ambev has been receiving
tax assessments from the Brazilian Federal Tax Authorities related to the interest on capital deduction in calendar years 2014 to 2021.
The assessments refer primarily to the accounting and corporate effects of the restructuring carried out by Ambev in 2013 and its impact
on the increase in the deductibility of IOC expenses.
In all of the cases the Company obtained partially favorable decisions at
the first-level administrative court and filed appeals to the Lower Administrative Court. The appeals related to tax assessments involving
calendar years 2014 and 2017 to 2021 await judgment by the Lower Administrative Court. The favorable portion of the decisions rendered
by the first-level administrative court in these cases is subject to mandatory review by the Lower Administrative Court as well.
With respect the tax assessment for the calendar years 2015 and 2016, in
May 2024, Ambev obtained a partially favorable decision from CARF, dismissing the application of the qualified fine. The Company is awaiting
the formalization and notification of the mentioned decision to evaluate the applicable appeals, whether in the administrative or judicial
sphere.
The updated value of this uncertain tax treatment, in accordance with ICPC
22/IFRIC 23, already assessed, is approximately R$28,6 billion as of June 30, 2024 (R$27,4 billion as of December 31, 2023). Ambev has
not recorded any provisions for this matter based on the probability of loss.
The uncertain tax position, as per IFRIC 23, continued to be adopted by
Ambev as it also distributed or accrued IOC in the years following the assessed period (2022-2023) and deducted such amounts from its
Corporate Income Taxes taxable basis. Therefore, in a scenario where the IOC deductibility would also be questioned for the period after
2021, on the same basis and arguments as the aforementioned tax assessments, Ambev management estimates that the outcome of such potential
further assessments would be consistent with the already assessed periods.
In December 2023, Law No. 14,789/2023 (introduced in August 2023 as Provisional
Measure No. 1,185), was enacted in Brazil, which changed the calculation basis for IOC effective as of 1 January 2024. As a result, effective
as of 1 January 2024, the uncertain tax treatment, as per IFRIC 23, is limited only to Corporate Income Taxes calculated in accordance
with rules and regulations in place prior to the enactment of Law No. 14,789/2023. |
28,603 |
27,439 |
2 |
Disallowance of tax paid abroad
Since 2014, Ambev has been receiving tax assessments from the Brazilian
Federal Tax Authorities, for calendar years as of 2007, related to the disallowance of deductions associated with alleged unproven taxes
paid abroad by its subsidiaries and has been filing defenses. The cases are being challenged at both the administrative and judicial levels.
In November 2019, the Lower Administrative Court rendered a favorable decision
to Ambev in one of the cases (related to the 2010 tax period), which became definitive. For the assessments related to the periods of
2015 and 2016, Ambev received unfavorable decisions at the Upper Administrative Court in three out of four tax assessments and filed an
appeal to the first-level judicial court which awaits judgment.
In connection with this matter, additional tax assessments were filed to
charge isolated fines due to the lack of monthly prepayments of income tax as a result of allegedly undue deductions of taxes paid abroad.
As of December 2023, Ambev had received tax assessments charging such fines for calendar years 2015 to 2018. For the tax assessments related
to the periods of 2015 and 2016, Ambev received unfavorable decisions from the first-level administrative court and filed appeals in connection
therewith, which are pending judgment by the Lower Administrative Court. With respect to the tax assessments charging such isolated fines
for calendar years 2017 and 2018, Ambev has filed defenses, which await judgment by the first-level administrative court.
In April 2024, Ambev received a new tax assessment charging isolated fines
for calendar year 2019, amounting to approximately R$575 million. Ambev has filed a defense in this case, which similar to the 2017 and
2018 cases, awaits judgment by the first-level administrative court.
The updated assessed amount related to this uncertain
tax position as of 30 June 2024, as per IFRIC 23, is approximately R$15,4 billion as of June 30, 2024 (R$14,3 billion as of December
31, 2023). Ambev has not recorded any provision in connection therewith.
Ambev has continued to take the same deductions for the calendar years following
the assessed periods (2018 to 2024). Therefore, if Ambev receives similar tax assessments for this period, Ambev management believes the
outcome would be the same as those tax years already assessed. |
15,435 |
14,302 |
|
Indirect taxes |
Estimates
(in million of Brazilian Reais) |
# |
Description of the main process |
06/30/2024 |
12/31/2023 |
1 |
IPI Suspension
In 2014 and 2015, Ambev received tax assessments from the Brazilian Federal
Tax Authorities relating to IPI allegedly due to the suspension of finished products between its units. The cases are being challenged
at both the administrative and judicial levels.
In January 2024, Ambev received a partially favorable decision from the
Upper Administrative Court reducing 98% of the amount alleged to be owed by Ambev in this case, corresponding to approximately R$916 million.
Ambev filed an appeal at the judicial level against the unfavorable portion of the decision.
In the judicial sphere, the first decision obtained in a case on this subject
was rendered in July 2022, the decision was unfavorable to Ambev, and it filed an appeal. In July 2023, the Federal Court rendered its
decision on the appeal, annulling the first-level decision and ordering the production of technical evidence as requested by Ambev in
order to demonstrate the proper collection of IPI. The federal government has filed motions for clarification against this decision, which
are pending judgment by the Federal Court. |
867 |
1,824 |
14.1 Issued capital
At June 30, 2024, the authorized share capital, fully subscribed and paid-in,
in the amount of R$58,226,036 (R$58,177,929 in June 30, 2023) in the amount of 15,757,657 common shares (15,753,833 in June 30, 2023)
book entry, nominative, without nominal value, thus distributed:
|
06/30/2024 |
|
06/30/2023 |
Shareholder |
Thousands of common shares |
% |
|
Thousands of common shares |
% |
Interbrew International B.V. |
8,441,665 |
53.57% |
|
8,441,666 |
53.58% |
Ambrew S.A.R.L. |
1,287,671 |
8.17% |
|
1,287,671 |
8.17% |
Fundação Zerrenner |
1,609,987 |
10.22% |
|
1,609,987 |
10.22% |
Market |
4,386,859 |
27.84% |
|
4,407,365 |
27.98% |
Treasury |
31,475 |
0.20% |
|
7,144 |
0.05% |
|
15,757,657 |
100.00% |
|
15,753,833 |
100.00% |
|
06/30/2024 |
|
06/30/2023 |
|
Thousands of common shares |
Thousands of Real |
|
Thousands of common shares |
Thousands of Real |
Beginning balance |
15,753,833 |
58,177,929 |
|
15,750,217 |
58,130,517 |
Capital increase (i) |
3,824 |
48,107 |
|
3,616 |
47,412 |
Final balance |
15,757,657 |
58,226,036 |
|
15,753,833 |
58,177,929 |
(i) Capital increase related to the issue of shares, in connection with share-based program.
14.2 Capital reserves
|
Capital Reserves |
|
|
Treasury shares |
Share Premium |
Other capital reserves |
Share-based Payments |
Total |
At January 1, 2023 |
(1,073,506) |
53,662,811 |
700,898 |
2,049,491 |
55,339,694 |
Capital increase |
- |
- |
- |
(32,869) |
(32,869) |
Share buyback, results from treasury shares and share-based payments |
18,154 |
- |
- |
150,078 |
168,232 |
At June 30, 2023 |
(1,055,352) |
53,662,811 |
700,898 |
2,166,700 |
55,475,057 |
|
Capital Reserves |
|
|
Treasury shares |
Share Premium |
Other capital reserves |
Share-based Payments |
Total |
At January 1, 2024 |
(1,011,949) |
53,662,811 |
700,898 |
2,127,804 |
55,479,564 |
Gains/(losses) of controlling interest |
- |
- |
- |
1,958 |
1,958 |
Share buyback, results from treasury shares and share-based payments |
(328,202) |
- |
- |
127,142 |
(201,060) |
At June 30, 2024 |
(1,340,151) |
53,662,811 |
700,898 |
2,256,904 |
55,280,462 |
14.2.1 Share buyback and treasury shares results
Treasury shares represent the Company’s own issued shares bought back
by the Company, and the result of treasury shares related to gains and losses on share-based payment transactions and others. The changes
in treasury shares are as follows:
|
Acquisition/realization of shares |
|
Treasury shares results |
|
Total treasury shares |
|
Thousands of shares |
|
Thousands of Brazilian Reais |
|
Thousands of shares |
|
Thousands of Brazilian Reais |
At January 1, 2023 |
8,482 |
|
(131,877) |
|
(941,629) |
|
(1,073,506) |
Changes during the year |
(1,338) |
|
21,540 |
|
(3,386) |
|
18,154 |
At June 30, 2023 |
7,144 |
|
(110,337) |
|
(945,015) |
|
(1,055,352) |
|
Acquisition/realization of shares |
|
Treasury shares results |
|
Total treasury shares |
|
Thousands of shares |
|
Thousands of Brazilian Reais |
|
Thousands of shares |
|
Thousands of Brazilian Reais |
At January 1, 2024 |
4,384 |
|
(63,095) |
|
(948,854) |
|
(1,011,949) |
Changes during the year |
27,091 |
|
(325,274) |
|
(2,928) |
|
(328,202) |
At June 30, 2024 |
31,475 |
|
(388,369) |
|
(951,782) |
|
(1,340,151) |
14.2.2 Share-based payment
Different share-based payment programs and stock purchase option plans allow
the senior management from Ambev’s economic group to acquire shares in the Company. The share-based payment reserve recorded a charge
of R$187,704 on June 30, 2024 (R$181,910 at June 30, 2023) (note 20 – Share-based payments).
14.3 Net income reserves
|
Net income reserves |
|
|
Investments reserve |
Legal reserve |
Fiscal incentive |
Total |
At January 1, 2023 |
22,055,901 |
4,456 |
14,846,543 |
36,906,900 |
At June 30, 2023 |
22,055,901 |
4,456 |
14,846,543 |
36,906,900 |
|
Net income reserves |
|
|
Investments reserve |
Legal reserve |
Fiscal incentive |
Total |
At January 1, 2024 |
25,786,098 |
4,456 |
17,399,286 |
43,189,840 |
At June 30, 2024 |
25,786,098 |
4,456 |
17,399,286 |
43,189,840 |
There was no change in net income reserves in the six-month periods ended
June 30, 2023 and June 30, 2024.
14.3.1 Tax incentives
The Company recognizes annually in its equity, in the net income reserves
line, the tax incentives regarding tax benefits at the government subsidies for the current year.
In general, these incentives are related to industrial development programs
that aim to generate employment, promote regional decentralization, and complement and diversify the industrial base of the states. In
these states, the grace periods and use and reductions are set out under the respective state normative acts, and when conditions for
obtaining these grants exist, they are under Company’s control. The treatment of incentives complies with the provisions of current
federal, state and municipal legislation, in particular set by Complementary Federal Law 160/2017 and by Agreement “CONFAZ 190/2017”.
For the purposes of constituting the Tax Incentives reserve, the state tax incentives related to sales taxes are recognized as government
subsidies for investments, regardless of the actual tax treatment given to them, in line with the interpretation of the Superior Court
of Justice manifested mainly in the judgment of ERESP No. 1.517.492/PR, as well as in the judgment of Theme No. 1.182 and of the Federal
Supreme Court, according to the manifestations expressed in the judgment of Theme 843.
The portion of income for the period related to tax incentives, which will
be allocated to the profit reserve at the end of the fiscal year and therefore was not being used as a basis for dividend distribution,
was composed of the following:
|
06/30/2024 |
06/30/2023 |
ICMS (Brazilian state value-added tax) |
1,277,076 |
1,404,170 |
Income tax |
324,271 |
47,678 |
|
1,601,347 |
1,451,848 |
14.3.2 Interest on shareholders’ equity/dividends
There was no payment of dividends or interest on shareholders’
equity by the Company in the six-month periods ended June 30, 2023 and June 30, 2024.
14.4 Carrying value adjustments
|
Carrying value adjustments |
|
|
Translation reserves |
Cash flow hedge |
Actuarial gains/ (losses) |
Put option granted on subsidiary |
Gains/(losses) of non-controlling interest’s share |
Business combination |
Accounting adjustments for transactions between shareholders |
Total |
At January 1, 2023 |
6,753,983 |
908,521 |
(664,985) |
(6,666) |
(130,578) |
156,091 |
(75,437,844) |
(68,421,478) |
Comprehensive income: |
|
|
|
|
|
|
|
|
Gains/(losses) on cumulative translation adjustment [CTA] |
(5,016,193) |
- |
- |
- |
- |
- |
- |
(5,016,193) |
Cash flow hedges |
- |
(785,019) |
- |
- |
- |
- |
- |
(785,019) |
Actuarial gains/(losses) |
- |
- |
4,377 |
- |
- |
- |
- |
4,377 |
Total comprehensive income |
(5,016,193) |
(785,019) |
4,377 |
- |
- |
- |
- |
(5,796,835) |
Options granted on subsidiaries |
- |
- |
- |
4,700 |
- |
- |
- |
4,700 |
Gains/(losses) of controlling interest |
- |
- |
- |
- |
(44) |
- |
- |
(44) |
Tax on deemed dividends |
- |
- |
- |
- |
(4,029) |
- |
- |
(4,029) |
At June 30, 2023 |
1,737,790 |
123,502 |
(660,608) |
(1,966) |
(134,651) |
156,091 |
(75,437,844) |
(74,217,686) |
|
Carrying value adjustments |
|
|
Translation reserves |
Cash flow hedge |
Actuarial gains/ (losses) |
Put option granted on subsidiary |
Gains/(losses) of non-controlling interest’s share |
Business combination |
Accounting adjustments for transactions between shareholders |
Total |
At January 1, 2024 |
(2,458,382) |
697,825 |
(678,235) |
- |
(145,675) |
156,091 |
(75,449,667) |
(77,878,043) |
Comprehensive income: |
|
|
|
|
|
|
|
|
Gains/(losses) on cumulative translation adjustment [CTA] |
5,112,045 |
- |
- |
- |
- |
- |
- |
5,112,045 |
Cash flow hedges |
- |
244,864 |
- |
- |
- |
- |
- |
244,864 |
Actuarial gains/(losses) |
- |
- |
888 |
- |
- |
- |
- |
888 |
Total comprehensive income |
5,112,045 |
244,864 |
888 |
- |
- |
- |
- |
5,357,797 |
Gains/(losses) of controlling interest |
385,670 |
(578) |
(1,174) |
- |
128,467 |
- |
- |
512,385 |
Tax on deemed dividends |
- |
- |
- |
- |
(7,089) |
- |
- |
(7,089) |
At June 30, 2024 |
3,039,333 |
942,111 |
(678,521) |
- |
(24,297) |
156,091 |
(75,449,667) |
(72,014,950) |
| (a) | Reportable segments for the six-month–periods ended in: |
|
Brazil |
CAC (i) |
Latin America – South (ii) |
Canada |
Consolidated |
|
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
|
|
|
|
|
|
|
|
|
|
|
Net sales |
22,927,426 |
21,412,744 |
4,894,691 |
4,779,140 |
8,010,571 |
8,397,960 |
4,487,824 |
4,840,013 |
40,320,512 |
39,429,857 |
Cost of sales |
(11,604,180) |
(11,270,571) |
(2,304,286) |
(2,376,802) |
(4,277,792) |
(4,048,802) |
(1,932,716) |
(2,071,118) |
(20,118,974) |
(19,767,293) |
Gross profit |
11,323,246 |
10,142,173 |
2,590,405 |
2,402,338 |
3,732,779 |
4,349,158 |
2,555,108 |
2,768,895 |
20,201,538 |
19,662,564 |
Distribution expenses |
(3,129,226) |
(3,081,399) |
(426,021) |
(466,150) |
(1,052,159) |
(1,099,929) |
(834,082) |
(950,923) |
(5,441,488) |
(5,598,401) |
Sales and marketing expenses |
(2,407,814) |
(2,156,816) |
(357,809) |
(355,068) |
(864,844) |
(757,137) |
(465,204) |
(562,648) |
(4,095,671) |
(3,831,669) |
Administrative expenses |
(1,802,274) |
(1,677,789) |
(214,251) |
(216,404) |
(434,355) |
(429,125) |
(332,518) |
(297,838) |
(2,783,398) |
(2,621,156) |
Other operating income/(expenses) |
1,105,611 |
822,339 |
6,171 |
4,458 |
(7,589) |
37,951 |
8,420 |
12,765 |
1,112,613 |
877,513 |
Exceptional items |
(6,837) |
(121,888) |
(4,160) |
(14,164) |
(4,791) |
(15,253) |
(13,508) |
- |
(29,296) |
(151,305) |
Income from operations |
5,082,706 |
3,926,620 |
1,594,335 |
1,355,010 |
1,369,041 |
2,085,665 |
918,216 |
970,251 |
8,964,298 |
8,337,546 |
Net finance costs |
|
|
|
|
|
|
|
|
(1,022,167) |
(2,071,346) |
Share of results of associates and joint ventures |
|
|
|
|
|
|
|
|
(35,022) |
(16,603) |
Income before income tax |
|
|
|
|
|
|
|
|
7,907,109 |
6,249,597 |
Income tax expense |
|
|
|
|
|
|
|
|
(1,651,039) |
167,412 |
Net income |
|
|
|
|
|
|
|
|
6,256,070 |
6,417,009 |
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment |
1,289,070 |
1,619,067 |
247,124 |
270,991 |
404,022 |
423,401 |
103,770 |
135,236 |
2,043,986 |
2,448,695 |
(continued)
|
Brazil |
CAC (i) |
Latin America – South (ii) |
Canada |
Consolidated |
|
06/30/2024 |
12/31/2023 |
06/30/2024 |
12/31/2023 |
06/30/2024 |
12/31/2023 |
06/30/2024 |
12/31/2023 |
06/30/2024 |
12/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
56,803,890 |
56,974,055 |
15,578,221 |
13,692,342 |
23,042,743 |
16,084,960 |
18,247,508 |
15,856,930 |
113,672,362 |
102,608,287 |
Intersegment elimination |
|
|
|
|
|
|
|
|
(2,623,937) |
(2,162,090) |
Non-segmented assets (iii) |
|
|
|
|
|
|
|
|
32,390,421 |
32,197,936 |
Total assets |
|
|
|
|
|
|
|
|
143,438,846 |
132,644,133 |
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
23,158,376 |
28,841,281 |
5,152,783 |
4,981,469 |
4,501,535 |
5,095,432 |
5,832,807 |
5,130,990 |
38,645,501 |
44,049,172 |
Intersegment elimination |
|
|
|
|
|
|
|
|
(2,623,936) |
(2,161,919) |
Non-segmented liabilities (iii) |
|
|
|
|
|
|
|
|
107,417,281 |
90,756,880 |
Total liabilities |
|
|
|
|
|
|
|
|
143,438,846 |
132,644,133 |
(i) CAC: includes the Dominican Republic, Panama, Guatemala, Cuba, Barbados, Saint Vincent, Dominica,
Nicaragua, Honduras and Antigua.
(ii) Latin America – South: includes operations in Argentina, Bolivia, Chile, Paraguay and
Uruguay.
(iii) The non-segmented assets relate primarily
to cash and cash equivalents, taxes and investments balances. The non-segmented liabilities, relate primarily to shareholders' equity,
taxes and derivatives balances.
Non-current assets attributed to Brazil (country of domicile of the company)
and Canada amounted to R$44.6 billion and R$15.2 billion, respectively as of
June 30, 2024 (R$45.1 billion and R$13.9 billion, respectively, as of December 31, 2023). The net revenue attributable to the Company's
operations in Argentine amount to R$4.7 billion in the six-month period ended June 30, 2024 (R$5.0 billion as of June 30, 2023), and segmented
non-current assets attributed to the same country amounted R$10.7 billion for the same period ended June 30, 2024 (R$5.9 billion as of
December 31, 2023).
| (b) | Reportable segments for the three-month periods ended in: |
|
Brazil |
CAC |
Latin America – South |
Canada |
Consolidated |
|
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
|
|
|
|
|
|
|
|
|
|
|
Net sales |
11,215,508 |
10,366,028 |
2,579,989 |
2,473,541 |
3,608,650 |
3,266,016 |
2,640,068 |
2,792,529 |
20,044,215 |
18,898,114 |
Cost of sales |
(5,654,302) |
(5,478,287) |
(1,216,596) |
(1,252,838) |
(2,086,939) |
(1,715,925) |
(1,102,143) |
(1,188,559) |
(10,059,980) |
(9,635,609) |
Gross profit |
5,561,206 |
4,887,741 |
1,363,393 |
1,220,703 |
1,521,711 |
1,550,091 |
1,537,925 |
1,603,970 |
9,984,235 |
9,262,505 |
Distribution expenses |
(1,513,462) |
(1,507,482) |
(225,692) |
(249,343) |
(559,285) |
(449,563) |
(452,039) |
(475,317) |
(2,750,478) |
(2,681,705) |
Sales and marketing expenses |
(1,301,291) |
(1,243,599) |
(188,869) |
(178,201) |
(464,506) |
(377,746) |
(256,481) |
(290,823) |
(2,211,147) |
(2,090,369) |
Administrative expenses |
(980,634) |
(855,249) |
(119,737) |
(108,032) |
(203,709) |
(212,493) |
(146,950) |
(139,830) |
(1,451,030) |
(1,315,604) |
Other operating income/(expenses) |
517,106 |
375,735 |
802 |
(6,750) |
929 |
21,420 |
747 |
6,032 |
519,584 |
396,437 |
Exceptional items |
(2,028) |
(103,941) |
(3,339) |
(11,937) |
(3,155) |
(7,538) |
(3,205) |
- |
(11,727) |
(123,416) |
Income from operations |
2,280,897 |
1,553,205 |
826,558 |
666,440 |
291,985 |
524,171 |
679,997 |
704,032 |
4,079,437 |
3,447,848 |
Net finance costs |
|
|
|
|
|
|
|
|
(616,223) |
(1,073,484) |
Share of results of associates and joint ventures |
|
|
|
|
|
|
|
|
(31,452) |
(2,431) |
Income before income tax |
|
|
|
|
|
|
|
|
3,431,762 |
2,371,933 |
Income tax expense |
|
|
|
|
|
|
|
|
(979,874) |
225,827 |
Net income |
|
|
|
|
|
|
|
|
2,451,888 |
2,597,760 |
The net revenue attributable to the Company's operations in Argentine amount
to R$2.1 billion in the three-month period ended June 30, 2024 (R$1.8 billion in the three-month period ended June 30, 2023).
| (c) | Additional information – by business unit – six and three-month period ended in: |
|
Six-month period ended: |
|
Three-month period ended: |
|
Brazil |
|
Brazil |
|
Beer |
Soft drinks and
Non-alcoholic and
non-carbonated |
Total |
|
Beer |
Soft drinks and
Non-alcoholic and
non-carbonated |
Total |
|
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
|
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
06/30/2024 |
06/30/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
18,998,921 |
17,980,803 |
3,928,505 |
3,431,941 |
22,927,426 |
21,412,744 |
|
9,311,412 |
8,710,651 |
1,904,096 |
1,655,377 |
11,215,508 |
10,366,028 |
Cost of sales |
(9,427,629) |
(9,332,855) |
(2,176,551) |
(1,937,716) |
(11,604,180) |
(11,270,571) |
|
(4,615,153) |
(4,541,364) |
(1,039,149) |
(936,923) |
(5,654,302) |
(5,478,287) |
Gross profit |
9,571,292 |
8,647,948 |
1,751,954 |
1,494,225 |
11,323,246 |
10,142,173 |
|
4,696,259 |
4,169,287 |
864,947 |
718,454 |
5,561,206 |
4,887,741 |
Distribution expenses |
(2,531,669) |
(2,488,770) |
(597,557) |
(592,629) |
(3,129,226) |
(3,081,399) |
|
(1,235,661) |
(1,223,347) |
(277,801) |
(284,135) |
(1,513,462) |
(1,507,482) |
Sales and marketing expenses |
(2,171,366) |
(1,913,535) |
(236,448) |
(243,281) |
(2,407,814) |
(2,156,816) |
|
(1,176,806) |
(1,089,889) |
(124,485) |
(153,710) |
(1,301,291) |
(1,243,599) |
Administrative expenses |
(1,566,929) |
(1,449,747) |
(235,345) |
(228,042) |
(1,802,274) |
(1,677,789) |
|
(857,406) |
(740,253) |
(123,228) |
(114,996) |
(980,634) |
(855,249) |
Other operating income/(expenses) |
897,452 |
603,530 |
208,159 |
218,809 |
1,105,611 |
822,339 |
|
422,397 |
254,743 |
94,709 |
120,992 |
517,106 |
375,735 |
Exceptional items |
(6,837) |
(121,888) |
- |
- |
(6,837) |
(121,888) |
|
(2,028) |
(106,154) |
- |
2,213 |
(2,028) |
(103,941) |
Income from operations |
4,191,943 |
3,277,538 |
890,763 |
649,082 |
5,082,706 |
3,926,620 |
|
1,846,755 |
1,264,387 |
434,142 |
288,818 |
2,280,897 |
1,553,205 |
Net finance costs |
|
|
|
|
(696,131) |
(1,312,168) |
|
|
|
|
|
(244,958) |
(600,781) |
Share of results of associates and joint ventures |
|
|
|
|
(33,901) |
(4,820) |
|
|
|
|
|
(30,500) |
(2,642) |
Income before income tax |
|
|
|
|
4,352,674 |
2,609,632 |
|
|
|
|
|
2,005,439 |
949,782 |
Income tax expense |
|
|
|
|
(315,576) |
1,401,942 |
|
|
|
|
|
(397,039) |
732,390 |
Net income |
|
|
|
|
4,037,098 |
4,011,574 |
|
|
|
|
|
1,608,400 |
1,682,172 |
In compliance with the Brazilian Federal Law 6,404/76, Company discloses
the reconciliation between gross and net sales presented in the consolidated income statement. The values by each operational segment
are disclosed in note 15 – Segment reporting.
|
Six-month period ended: |
|
Three-month period ended: |
|
06/30/2024 |
06/30/2023 |
|
06/30/2024 |
06/30/2023 |
|
|
|
|
|
|
Gross sales |
60,305,095 |
60,410,057 |
|
29,950,562 |
28,604,820 |
Excise duty |
(12,446,232) |
(12,146,959) |
|
(6,213,590) |
(5,907,359) |
Discounts |
(7,538,351) |
(8,833,241) |
|
(3,692,757) |
(3,799,347) |
|
40,320,512 |
39,429,857 |
|
20,044,215 |
18,898,114 |
At June 30, 2024 the Company calculated R$674.2 million (R$648.7 million
at December 31, 2023), in government grants, registered in the net revenue. As from March 2024, the Company is no longer required to pay
PIS and Cofins on the amounts calculated as a government grant for investment related to the tax benefits called presumed ICMS credits,
under the terms of Law No. 14,789/2024, due to a favorable preliminary decision obtained in the Federal Court.
| 17. | OTHER OPERATING INCOME/(EXPENSES) |
|
Six-month period ended: |
|
Three-month period ended: |
|
06/30/2024 |
06/30/2023 |
|
06/30/2024 |
06/30/2023 |
|
|
|
|
|
|
Government grants/ present value adjustment of long-term fiscal incentives (i) |
821,678 |
755,489 |
|
436,065 |
385,976 |
(Additions)/reversals of provisions |
(11,901) |
(11,706) |
|
(5,809) |
(3,430) |
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates |
41,889 |
42,573 |
|
21,206 |
14,496 |
Other operating income/(expenses), net |
260,947 |
91,157 |
|
68,122 |
(605) |
|
1,112,613 |
877,513 |
|
519,584 |
396,437 |
(i) As detailed in
note 16 – Net sales, as of March 2024, the Company is no longer required to pay PIS and
Cofins on the amounts calculated as a government grant for investment related to the tax benefits called presumed ICMS credits, under
the terms of Law No. 14,789/2024, due to a favorable preliminary decision obtained in the Federal Court.
|
Six-month period ended: |
|
Three-month period ended: |
|
06/30/2024 |
06/30/2023 |
|
06/30/2024 |
06/30/2023 |
Restructuring (i) |
(28,970) |
(56,295) |
|
(11,401) |
(28,406) |
Legal fees (ii) |
- |
(94,670) |
|
- |
(94,670) |
Effect of application of IAS 29 (hyperinflation) |
(326) |
(340) |
|
(326) |
(340) |
|
(29,296) |
(151,305) |
|
(11,727) |
(123,416) |
(i) The restructuring expenses primarily related to centralization projects
and resizing in Brazil, Latin America CAC and Canada.
(ii) In 2003 some holders of warrants issued by Cervejaria Brahma filed lawsuits
in order to discuss the criteria used in calculating the exercise price of such warrants. In 2023, the Company obtained some final favorable
decisions on the matter, which was already classified as a remote loss. The amount recorded in this line refers to the provision for legal
fees related to this matter.
|
Six-month period ended: |
|
Three-month period ended: |
|
06/30/2024 |
06/30/2023 |
|
06/30/2024 |
06/30/2023 |
Finance expenses |
|
|
|
|
|
Interest and foreign exchange rate on loans to/from related parties |
(1,306) |
- |
|
(1,306) |
- |
Interest on accounts payable present value adjustment (i) |
(614,493) |
(714,951) |
|
(282,353) |
(347,131) |
Interest on bank debts and tax incentives (i) |
(93,227) |
(83,668) |
|
(46,267) |
(41,665) |
Interest on provision for disputes and litigation |
(94,046) |
(90,301) |
|
(49,668) |
(72,987) |
Interest on leases (i) |
(78,738) |
(107,486) |
|
(40,646) |
(56,218) |
Interest on pension plans |
(53,514) |
(59,307) |
|
(27,004) |
(29,247) |
Other interest expenses (i) (ii) |
(261,212) |
(370,307) |
|
(128,864) |
(214,589) |
Losses on hedging instruments |
(343,139) |
(1,101,882) |
|
(147,957) |
(462,258) |
Tax on financial transactions |
(100,876) |
(123,388) |
|
(45,584) |
(64,984) |
Bank guarantee expenses and surety bond premiums (iii) |
(116,621) |
(114,910) |
|
(59,280) |
(77,548) |
Other finance expenses |
(160,373) |
(176,819) |
|
(76,147) |
(121,673) |
Total of finance expenses |
(1,917,545) |
(2,943,019) |
|
(905,076) |
(1,488,300) |
|
|
|
|
|
|
Finance income |
|
|
|
|
|
Interest and foreign exchange rate on loans to/from related parties |
296 |
18,349 |
|
- |
1,550 |
Income from cash and cash equivalents |
729,736 |
350,903 |
|
345,352 |
202,084 |
Income from debt securities |
37,810 |
29,467 |
|
28,286 |
8,682 |
Income from other receivables (iv) |
333,415 |
485,456 |
|
141,723 |
310,642 |
Other finance income |
29,224 |
192,230 |
|
15,370 |
109,058 |
Total of finance income |
1,130,481 |
1,076,405 |
|
530,731 |
632,016 |
|
|
|
|
|
|
Effect of application of IAS 29 (hyperinflation) |
(144,205) |
392,743 |
|
(184,921) |
102,828 |
Exchange differences, net (v) |
(90,898) |
(597,475) |
|
(56,957) |
(320,028) |
Other net financial results |
(235,103) |
(204,732) |
|
(241,878) |
(217,200) |
|
|
|
|
|
|
Net finance result |
(1,022,167) |
(2,071,346) |
|
(616,223) |
(1,073,484) |
(i) From the 1st quarter of 2024 onwards, the balances previously presented
in the row “Interest expense” have been segregated between the rows, “Interest on bank debts and tax incentives”,
“Interest on accounts payable present value adjustment”, “Interest on leases”, and “Other interest expenses”,
including for comparative purposes.
(ii) Includes, among others, interest on tax payment financing, under the
terms of the Special Tax Regularization Program (PERT) of 2017.
(iii) Description changed to “Bank guarantee expenses and surety
bond premiums”, to better reflect the nature of the balances, including for comparative purposes, from the 1st quarter of
2024.
(iv) Refers, mainly, to monetary adjustment of recoverable taxes.
(v) From the 1st quarter of 2024 onwards, the Company changed the way
it presents note 19 – Net finance result. The exchange
differences, previously shown as financial expenses, are now presented net
of the balances of the same category, formerly reported as financial revenues. The net presentation of such balances is now reported in
the line item “Exchange differences, net”, both in this explanatory note and in the income statements.
As disclosed in its accounting policy, the term element, which can be separated
and excluded from the designation of the financial instrument as a hedging instrument, is recognized in the financial result, in accordance
with IFRS 9 - Financial Instruments.
Interest expenses are presented net of the
effects of interest rate derivative financial instruments which mitigate Ambev’s interest rate risk (note 21-
Financial instruments and risks).
Currently the Company has two plans of share-based payment programs: (i)
the Stock Option Plan, approved in Extraordinary General Meeting of July 30, 2013 (“Stock Option Plan”) and (ii) Share-based
Plan, approved in Extraordinary General Meeting of April 29, 2016, as amended in Extraordinary General Meeting of April 24, 2020 (“Share-Based Plan”). Under each
of these plans, the Company can periodically issue different stock options and restricted share units programs.
These programs allow certain Group employees and members of the Management, indicated by the Board of Directors and People Committee,
to either buy shares of the Company by exercising stock options or receive shares directly.
20.1 Share-Based Plan
During the period, the Company granted 6,787 thousand restricted shares and
performance shares under the Share-Based Plan (33,686 thousand in December 31, 2023), representing a fair value of approximately R$85,384
in June 30, 2024 (R$463,533 in December 31, 2023).
The total number of shares granted to the Company’s executives under
the Share-Based Plan, which will be delivered in the future under certain conditions, is shown below:
Restricted and performance shares
Thousand restricted shares |
06/30/2024 |
|
12/31/2023 |
|
|
|
|
Restricted and performance shares outstanding at January |
118,996 |
|
108,854 |
New restricted and performance shares during the period |
6,787 |
|
33,686 |
Restricted and performance shares granted during the period |
(3,923) |
|
(18,309) |
Restricted and performance shares forfeited during the period |
(2,490) |
|
(5,235) |
Restricted and performance shares outstanding at the end of the period |
119,370 |
|
118,996 |
20.2 Option Plan
The Company has not granted stock options, neither there were options
exercised during the period ended June 30, 2024, and December 31, 2023. The total number of outstanding options developed was as follows:
Thousand options |
06/30/2024 |
|
12/31/2023 |
|
|
|
|
Options outstanding at January |
87,961 |
|
99,717 |
Options forfeited during the period |
(1,082) |
|
(11,756) |
Options outstanding at the end of the period |
86,879 |
|
87,961 |
The range of exercise prices of the outstanding options is from R$15.95 in
June 30, 2024 (R$15.95 in December 31, 2023) to R$32.91 in June 30, 2024 (R$32.81 in December 31, 2023) and the remaining exercise period
for these options ranges approximately between 5 and 53 months. Additionally, there is a stock option program in the vesting period, which
cannot be exercised yet.
Of the 86,879 thousand outstanding options (87,961 thousand on December 31,
2023), 68,977 thousand options were vested on June 30, 2024 (68,635 thousand on December 31, 2023).
The weighted average exercise price of the options is as follows:
In R$ per share |
06/30/2024 |
|
12/31/2023 |
|
|
|
|
Options outstanding at January 1 |
18.86 |
|
19.39 |
Options forfeited during the period |
18.13 |
|
22.68 |
Options outstanding at the end of the period |
18.87 |
|
18.86 |
Options exercisable at the end of the period |
19.08 |
|
19.08 |
To settle the exercised stock options, the Company may use treasury shares.
The current limit on the authorized capital is considered sufficient to meet the Company’s obligations under all stock option plans
if the issue of new shares is required to meet the grants awarded under the Programs.
20.3 Expenses related to share-based payments
The transactions with share-based payments described above generated an expense
of R$187,706 on June 30, 2024 (R$184,584 on June 30, 2023), recorded as administrative expenses.
| 21. | FINANCIAL INSTRUMENTS AND RISKS |
21.1 Financial instruments categories
The financial instruments held by the Company are managed through operational
strategies and internal controls to assure liquidity, profitability, and transaction security. Transactions involving financial instruments
are regularly reviewed to assess the effectiveness of the risk exposure that management intends to cover (foreign exchange, and interest
rate, among others).
The table below shows all of the consolidated financial instruments recognized
in the financial statements, segregated by category:
|
06/30/2024 |
12/31/2023 |
Assets |
|
|
Amortized cost |
|
|
Cash and cash equivalents less bank overdrafts (note 5.1) |
14,154,434 |
16,059,003 |
Trade receivables excluding prepaid expenses |
7,556,214 |
7,566,654 |
Investment securities (note 5.2) |
249,621 |
242,168 |
Subtotal |
21,960,269 |
23,867,825 |
Fair value through profit or loss |
|
|
Investment securities (note 5.2) |
1,187,157 |
277,164 |
Derivatives hedges (note 21.2) |
933,027 |
379,722 |
Subtotal |
2,120,184 |
656,886 |
Total assets |
24,080,453 |
24,524,711 |
|
|
|
Liabilities |
|
|
Amortized cost |
|
|
Trade payables (note 11) |
21,086,640 |
23,502,401 |
Interest-bearing loans and borrowings (note 12) |
3,456,152 |
3,501,066 |
Other liabilities |
2,395,850 |
2,129,624 |
Subtotal |
26,938,642 |
29,133,091 |
Fair value through profit or loss |
|
|
Put options granted on subsidiaries (i) |
944,134 |
2,791,088 |
Derivatives hedges (note 21.2) |
237,699 |
763,005 |
Other liabilities |
314,572 |
272,647 |
Subtotal |
1,496,405 |
3,826,740 |
Total liabilities |
28,435,047 |
32,959,831 |
(i) Put options granted on subsidiaries: the Company constituted a liability
related to the acquisition of a non-controlling interest of the operations in the Dominican Republic. This financial instrument was denominated
in US Dollars for Tranche A, exercised in January 2024 and remains denominated
Dominican Pesos for Tranche B and is recorded by an entity, whose functional currency is the Real. The Company assigned this financial
instrument as a hedging instrument for a portion of its net assets located in subsidiaries whose functional currency is the US Dollar
and the Dominican Peso, in such a manner that the hedge result can be recorded in other comprehensive income of the group, following the
result of the hedged item.
21.2 Derivative financial instruments
Transactions protected by derivative financial instruments in accordance with the Financial
Risk Management Policy
|
|
|
|
|
|
|
Six-month period ended: 06/30/2024 |
|
Three-month period ended: 06/30/2024 |
|
|
|
|
|
Fair Value |
|
Gain / (Losses) |
|
Gain / (Losses) |
Hedge position |
|
Risk |
Notional |
|
Assets |
Liabilities |
|
Finance result |
Operational result |
Equity |
|
Finance result |
Operational result |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
16,042,114 |
|
928,936 |
(230,266) |
|
(331,264) |
24,479 |
201,640 |
|
(131,087) |
133,520 |
1,026,279 |
|
|
Commodities |
4,799,021 |
|
262,246 |
(155,745) |
|
(165,779) |
(50,129) |
(35,883) |
|
(91,686) |
23,539 |
120,012 |
|
|
US Dollars |
11,179,019 |
|
665,799 |
(73,582) |
|
(167,393) |
73,837 |
237,640 |
|
(40,178) |
109,739 |
906,625 |
|
|
Euros |
14,782 |
|
37 |
(113) |
|
(156) |
254 |
141 |
|
(62) |
134 |
63 |
|
|
Mexican Pesos |
49,292 |
|
854 |
(826) |
|
2,064 |
517 |
(258) |
|
839 |
108 |
(421) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Importing of fixed assets |
|
|
244,290 |
|
3,259 |
(6,331) |
|
(3,337) |
3,994 |
10,039 |
|
(3,853) |
2,349 |
4,881 |
|
|
US Dollars |
244,290 |
|
3,259 |
(6,331) |
|
(3,337) |
3,994 |
10,039 |
|
(3,853) |
2,349 |
4,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
63,682 |
|
832 |
(1,102) |
|
(1,080) |
996 |
2,575 |
|
746 |
592 |
1,558 |
|
|
US Dollars |
63,682 |
|
832 |
(1,102) |
|
(1,080) |
996 |
2,575 |
|
746 |
592 |
1,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
(103,812) |
|
- |
- |
|
2,215 |
- |
- |
|
2,215 |
- |
- |
|
|
US Dollars |
(103,812) |
|
- |
- |
|
2,215 |
- |
- |
|
2,215 |
- |
- |
As at June 30, 2024 |
|
|
16,246,274 |
|
933,027 |
(237,699) |
|
(333,466) |
29,469 |
214,254 |
|
(131,979) |
136,461 |
1,032,718 |
|
|
|
12/31/2023 |
|
Six-month period ended: 06/30/2023 |
|
Three-month period ended: 06/30/2023 |
|
|
|
|
|
Fair Value |
|
Gain / (Losses) |
|
Gain / (Losses) |
Hedge position |
|
Risk |
Notional |
|
Assets |
Liabilities |
|
Finance result |
Operational result |
Equity |
|
Finance result |
Operational result |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
17,374,318 |
|
379,571 |
(741,901) |
|
(1,028,671) |
225,961 |
(857,861) |
|
(461,413) |
130,308 |
(776,072) |
|
|
Commodities |
4,025,739 |
|
198,319 |
(219,325) |
|
(131,461) |
(223,399) |
377,800 |
|
(30,693) |
(93,230) |
373,474 |
|
|
US Dollars |
13,200,032 |
|
164,916 |
(522,348) |
|
(896,805) |
441,023 |
(1,217,465) |
|
(430,243) |
216,396 |
(1,128,335) |
|
|
Euros |
37,424 |
|
143 |
(228) |
|
(276) |
1,097 |
263 |
|
(39) |
981 |
(440) |
|
|
Mexican Pesos |
111,123 |
|
16,193 |
- |
|
(129) |
7,240 |
(18,459) |
|
(438) |
6,161 |
(20,771) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Assets |
|
|
249,716 |
|
62 |
(14,637) |
|
(14,008) |
(1,484) |
(11,191) |
|
(10,448) |
(255) |
928 |
|
|
US Dollars |
249,716 |
|
62 |
(14,637) |
|
(14,008) |
(1,484) |
(11,191) |
|
(10,448) |
(255) |
928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
64,675 |
|
89 |
(4,212) |
|
(17,578) |
16,827 |
6,476 |
|
(9,124) |
6,423 |
4,128 |
|
|
US Dollars |
64,675 |
|
89 |
(4,212) |
|
(17,578) |
16,827 |
6,476 |
|
(9,124) |
6,423 |
4,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
(59,306) |
|
- |
(2,255) |
|
- |
- |
- |
|
- |
- |
- |
|
|
US Dollars |
(59,306) |
|
- |
(2,255) |
|
- |
- |
- |
|
- |
- |
- |
Total |
|
|
17,629,403 |
|
379,722 |
(763,005) |
|
(1,060,257) |
241,304 |
(862,576) |
|
(480,985) |
136,476 |
(771,016) |
As disclosed in its accounting policy, the term element, which can be separated
and excluded from the designation of the financial instrument as a hedging instrument, is recognized in the financial result, in accordance
with IFRS 9 - Financial Instruments.
21.2.1 Instrument maturity
As of June 30, 2024 the notional and fair value amounts per instrument and maturity were as follows:
|
|
Notional Value |
Hedge position |
Risk |
2024 |
2025 |
>2026 |
Total |
|
|
|
|
|
|
Cost |
|
11,238,732 |
4,803,382 |
- |
16,042,114 |
|
Commodities |
2,860,903 |
1,938,118 |
- |
4,799,021 |
|
US Dollars |
8,313,755 |
2,865,264 |
- |
11,179,019 |
|
Euros |
14,782 |
- |
- |
14,782 |
|
Mexican Pesos |
49,292 |
- |
- |
49,292 |
|
|
|
|
|
|
Importing of fixed assets |
|
129,246 |
115,044 |
- |
244,290 |
|
US Dollars |
129,246 |
115,044 |
- |
244,290 |
|
|
|
|
|
|
Expenses |
|
34,108 |
29,574 |
- |
63,682 |
|
US Dollars |
34,108 |
29,574 |
- |
63,682 |
|
|
|
|
|
|
Financial assets |
|
(103,812) |
- |
- |
(103,812) |
|
US Dollars |
(103,812) |
- |
- |
(103,812) |
|
|
11,298,274 |
4,948,000 |
- |
16,246,274 |
|
|
Fair Value |
Hedge position |
Risk |
2024 |
2025 |
>2026 |
Total |
|
|
|
|
|
|
Costs |
|
506,486 |
192,184 |
- |
698,670 |
|
Commodities |
91,474 |
15,027 |
- |
106,501 |
|
US Dollars |
415,060 |
177,157 |
- |
592,217 |
|
Euros |
(76) |
- |
- |
(76) |
|
Mexican Pesos |
28 |
- |
- |
28 |
|
|
|
|
|
|
Importing of fixed assets |
|
(4,741) |
1,669 |
- |
(3,072) |
|
US Dollars |
(4,741) |
1,669 |
- |
(3,072) |
|
|
|
|
|
|
Expenses |
|
(632) |
362 |
- |
(270) |
|
US Dollars |
(632) |
362 |
- |
(270) |
|
|
501,113 |
194,215 |
- |
695,328 |
21.2.2 Margins pledged as guarantees
In order to comply with the guarantee requirements regarding derivative exchanges
and/or counterparties to certain operations with derivative financial instruments, as at June 30, 2024 the Company held R$198,328 in highly
liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$197,736 as at December 31,
2023).
21.3 Classification of financial instruments
|
06/30/2024 |
|
12/31/2023 |
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
Level 1 |
Level 2 |
Level 3 |
Total |
Financial assets |
|
|
|
|
|
|
|
|
|
Investment securities |
1,187,157 |
- |
- |
1,187,157 |
|
277,164 |
- |
- |
277,164 |
Derivatives – operational hedge |
41,904 |
891,123 |
- |
933,027 |
|
53,372 |
326,350 |
- |
379,722 |
|
1,229,061 |
891,123 |
- |
2,120,184 |
|
330,536 |
326,350 |
- |
656,886 |
Financial liabilities |
|
|
|
|
|
|
|
|
|
Put options granted on subsidiaries |
- |
- |
944,134 |
944,134 |
|
- |
- |
2,791,088 |
2,791,088 |
Other liabilities |
- |
- |
314,572 |
314,572 |
|
- |
- |
272,647 |
272,647 |
Derivatives liabilities at fair value through profit and loss |
- |
- |
- |
- |
|
2,255 |
- |
- |
2,255 |
Derivatives – operational hedge |
69,017 |
168,682 |
- |
237,699 |
|
70,007 |
690,743 |
- |
760,750 |
|
69,017 |
168,682 |
1,258,706 |
1,496,405 |
|
72,262 |
690,743 |
3,063,735 |
3,826,740 |
21.3.1 Financial instruments level 3
As part of the negotiations regarding the acquisition of the shares of Tenedora,
the Company signed in 2020 the second amendment to the Shareholders' Agreement extending the partnership between the Company and ELJ.
As at December 2023, ELJ was the owner of 15% of the shares of Tenedora, and its put options was divided into two tranches: (i) Tranche
A, corresponding to 12.11% of the shares, that was exercised on January 31, 2024; and (ii) Tranche B,
corresponding to 2.89% of the shares, exercisable by ELJ from 2026. The Company, on the other hand, has a call option over Tranche B shares,
exercisable from 2029. On June 30, 2024, the fair value of Tranche B held by ELJ, is R$944,134(R$2,791,088 on December 31, 2023, considering
the sum of the two tranches existing up to this point).
The fair value of (i) Tranche A was calculated considering the interest under
the contract, plus foreign exchange variations, less the dividends paid between the date of signature of the amendment and the exercise
of the option. The fair value of (ii) Tranche B is calculated based on the EBITDA multiple defined in the contract, less the net debt,
brought to its present value, calculated using standard valuation techniques (the present value of the principal amount and future interest,
discounted by the local currency’s WACC rate as at the date of the calculation). The criteria used are based on market information
from reliable sources and are categorized as “Level 3”.
21.3.2 Reconciliation of changes in the assets categorized at Level 3
Financial liabilities at December 31, 2023 |
3,063,735 |
Acquisition of investments |
(2,040,663) |
Total gains and losses during the period |
235,634 |
Losses/(gains) recognized in net income |
56,247 |
Losses/(gains) recognized in equity |
179,387 |
Financial liabilities at June 30, 2024 |
1,258,706 |
21.4 risk management
The Company is exposed to foreign currency, interest rate, commodity price,
liquidity, and credit risk in the ordinary course of its business. The Company analyzes each of these risks both individually and on a
consolidated basis, to define strategies to manage the economic impact on risk’s performance consistent with its Financial Risk
Management Policy.
21.4.1 Market risk
21.4.1.1 Interest rate risk:
consists of the possibility that the Company may incur losses due to fluctuations in interest rates, which may increase the financial
expenses of financial liabilities, and/or decrease the financial income of financial assets, as well as negatively impact the fair value
of financial assets measured at fair value. To mitigate this risk the Company applies a dynamic interest rate hedging approach, whereby
the target mix between fixed and floating rate debt is reviewed periodically. The purpose of the Company’s policy is to achieve
an optimal balance between the cost of funding and the volatility of financial results, considering market conditions. The Company’s
overall business strategy, which is reviewed periodically.
The table below demonstrates the Company’s and its subsidiaries exposure
related to debts. As at June 30, 2024, the Company and its subsidiaries does not hold hedge positions to the exposure described below:
|
06/30/2024 |
|
12/31/2023 |
|
Risk |
|
Risk |
|
Interest rate |
Amount in Brazilian Real |
|
Interest rate |
Amount in Brazilian Real |
Brazilian Reais |
10.2% |
2,274,136 |
|
10.1% |
2,372,010 |
Other |
10.5% |
477,977 |
|
11.5% |
405,613 |
US Dollars |
14.0% |
6,537 |
|
14.0% |
24 |
Canadian Dollars |
5.9% |
465,720 |
|
5.6% |
480,255 |
Pre-fixed interest rate |
|
3,224,370 |
|
|
3,257,902 |
|
|
|
|
|
|
|
|
|
|
|
|
Brazilian Reais |
7.9% |
231,782 |
|
8.1% |
243,164 |
Post fixed interest rate |
|
231,782 |
|
|
243,164 |
Sensitivity analysis
The Company substantially mitigates the risks arising from non-derivative
financial assets and liabilities through the use of derivative financial instruments. In this context, the Company has identified the
main risk factors that could generate losses from these derivative financial instruments, and has developed a sensitivity analysis based
on three scenarios which may impact the Company’s future results and/or cash flow.
Sensitivity analysis of exchange rate variations and commodity price variations:
Transaction |
Risk |
Fair Value |
Probable scenario |
Adverse scenario |
Remote scenario |
|
|
|
|
|
|
Commodities hedge |
Increase in commodities price |
106,501 |
140,366 |
1,306,256 |
2,506,012 |
Input purchases |
(106,501) |
(140,460) |
(1,322,665) |
(2,538,829) |
Foreign exchange hedge |
Foreign currency increase |
592,169 |
694,269 |
3,402,942 |
6,213,716 |
Input purchases |
(592,169) |
(695,960) |
(3,827,650) |
(7,063,132) |
Cost effects |
|
- |
(1,785) |
(441,117) |
(882,233) |
|
|
|
|
|
|
Foreign exchange hedge |
Foreign currency increase |
(3,072) |
(2,382) |
58,001 |
119,073 |
Capex Purchases |
3,072 |
2,382 |
(58,001) |
(119,073) |
Fixed asset effects |
|
- |
- |
- |
- |
|
|
|
|
|
|
Foreign exchange hedge |
Foreign currency increase |
(270) |
(86) |
15,651 |
31,571 |
Expenses |
270 |
(63) |
(50,012) |
(100,294) |
Result of expense effects |
|
- |
(149) |
(34,361) |
(68,723) |
|
|
|
|
|
|
Foreign exchange hedge |
Foreign currency increase |
- |
- |
(25,953) |
(51,906) |
Cash |
- |
- |
25,953 |
51,906 |
Financial assets effects |
|
- |
- |
- |
- |
|
|
- |
(1,934) |
(475,478) |
(950,956) |
21.4.1.2 Foreign currency risk:
the Company is exposed to foreign currency risk on borrowings, investments, purchases, dividends and/or interest expenses/income where
these are denominated in a currency other than the functional currency of the Group entity. The main derivative financial instruments
used to manage foreign currency risk are futures contracts, swaps, options, non-deliverable forwards, and full deliverable forwards.
21.4.1.3 Commodity Risk: A significant
portion of the Company’s inputs is made up of commodities, which have historically experienced substantial price fluctuations. The
Company therefore uses both fixed prices purchasing contracts and derivative financial instruments to minimize its exposure to volatility
in the commodity prices of aluminum, sugar, wheat, corn and paraxylene. These derivative financial instruments have been designated as
cash flow hedges.
21.4.2 Credit Risk
The carrying amounts of cash and cash equivalents, investment securities,
trade receivables excluding prepaid expenses, recoverable taxes and derivative financial instruments are disclosed net of provisions for
impairment and represent the maximum exposure to credit risk as at June 30, 2024. As at June 30, 2024, there was no concentration of credit
risk in any counterparties in excess of the limits established by the Company’s risk policy. The counterparty risk is reassessed
on a quarterly basis.
Customers
A substantial portion of the Company’s sales is made to distributors,
supermarkets, and retailers, through a broad distribution network. Credit risk is reduced due to the large number of customers and control
procedures used to monitor risk. Historically, the Company has not incurred significant losses on receivables from customers.
Investments
In order to minimize the credit risk of its investments, the Company has
adopted procedures for the allocation of cash and investments, taking into consideration the credit limits and credit analysis of financial
institutions, avoiding credit concentration, i.e., the credit risk is monitored and minimized by restricting negotiations to a select
group of highly rated counterparties.
21.4.3 Liquidity Risk
Historically, the Company’s primary sources of cash flow have been
cash flow from operating activities, the issuance of debt, bank borrowings and equity securities. Ambev’s material cash requirements
have included the following: payments of dividends and interest on shareholders’ equity; capital expenditure; investments in companies;
increases in the ownership of Ambev’s subsidiaries or companies in which it holds equity investments; share buyback programs; and
debt servicing.
The Company believes that cash flows from operating activities, cash and
cash equivalents and short-term investments, together with derivatives and access to loan facilities are sufficient to finance capital
expenditures, financial liabilities, and dividend payments in the future.
|
|
|
|
|
|
|
06/30/2024 |
|
Carrying amount |
Contractual cash flows |
Less than 1 year |
1-2 years |
2-3 years |
3-5 years |
More than 5 years |
Trade and other payables (i) |
30,684,351 |
32,137,727 |
29,261,709 |
159,939 |
12,117 |
957,647 |
1,746,315 |
Secured bank loans |
118,334 |
118,326 |
21,386 |
16,069 |
17,580 |
40,273 |
23,018 |
Other secured loans |
380,536 |
532,418 |
149,214 |
171,318 |
112,909 |
45,141 |
53,836 |
Lease liabilities |
2,957,282 |
3,596,879 |
1,327,487 |
943,271 |
610,546 |
563,498 |
152,077 |
|
34,140,503 |
36,385,350 |
30,759,796 |
1,290,597 |
753,152 |
1,606,559 |
1,975,246 |
|
|
|
|
|
|
|
12/31/2023 |
|
Carrying amount |
Contractual cash flows |
Less than 1 year |
1-2 years |
2-3 years |
3-5 years |
More than 5 years |
Trade and other payables (i) |
36,817,788 |
38,453,664 |
35,522,500 |
439,912 |
10,606 |
808,553 |
1,672,093 |
Secured bank loans |
126,566 |
177,794 |
26,704 |
25,182 |
25,181 |
50,364 |
50,363 |
Other secured loans |
415,670 |
594,730 |
156,040 |
171,214 |
134,204 |
79,381 |
53,891 |
Lease liabilities |
2,958,830 |
3,473,027 |
1,343,980 |
608,305 |
552,630 |
452,614 |
515,498 |
|
40,318,854 |
42,699,215 |
37,049,224 |
1,244,613 |
722,621 |
1,390,912 |
2,291,845 |
(i) Mainly includes amounts related to suppliers, taxes, fees and contributions
payables, dividends, and interest on shareholders’ equity payable, salaries and charges, put options related to the Company’s
participation in subsidiaries and other liabilities, except transactions with related parties.
21.4.4 Capital management
The Company is continuously optimizing its capital structure in order to
maximize shareholder value while maintaining the desired financial flexibility to execute its strategic projects. Besides the statutory
minimum equity funding requirements applicable to the Company’s subsidiaries in different countries, the Company is not subject
to any externally imposed capital requirements. When analyzing the capital structure, the Company uses the same debt ratings and capital
classifications applied to the financial statements.
The company evaluates its net debt in order to guarantee the continuity of
its business in the long term.
|
|
06/30/2024 |
12/31/2023 |
Debt details |
|
|
|
Interest-bearing loans and borrowings current and non-current |
|
3,456,152 |
3,501,066 |
(-) Financial assets at fair value through profit or loss |
|
(1,187,157) |
(277,164) |
(-) Cash and cash equivalents less bank overdraft |
|
(14,154,434) |
(16,059,003) |
Net debt/(cash) |
|
(11,885,439) |
(12,835,101) |
21.5 Offsetting financial assets and liabilities
For financial assets and liabilities subject to settlement agreements on
a net basis or similar agreements, each agreement between the Company and the counterparty allows this type of settlement when both parties
opt for this. In the absence of such a decision, the assets and liabilities will be settled at their gross amounts, but each party will
have the option to settle on a net basis, in case of a default by the counterparty.
21.6 Risks management of climate change and the sustainability
strategy
Considering the nature of the Company’s operations there is an inherent
exposure to certain risks related to climate change, and relevant sustainability aspects.
There have been no
changes in the key risks considered by management compared to those presented in the financial statements for the year ended December
31, 2023.
| 22. | COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM
CUSTOMERS AND OTHERS |
|
06/30/2024 |
12/31/2023 |
|
|
|
Collateral given for the Company’s own liabilities |
591,770 |
581,019 |
Other commitments |
1,213,838 |
1,146,841 |
|
1,805,608 |
1,727,860 |
|
|
|
Commitments to suppliers - Property, plant and equipment and Intangible |
1,031,904 |
1,000,817 |
Commitments to suppliers - Inventories |
39,244,642 |
38,390,957 |
|
40,276,546 |
39,391,774 |
As at June 30, 2024 the company had R$568,923 (R$558,182 as at December
31, 2023) of cash guarantees. The deposits in cash used as guarantees are presented as part of other assets. To provide the guarantees
required for derivatives exchanges and/or counterparties contracted in certain derivative financial instrument transactions, as at June
30, 2024, Ambev maintained R$198,328 (R$197,736 as at December 31, 2023) in highly liquidity financial investments or in cash, classified
as cash and cash equivalents and investment securities (note 21 – Financial instruments and risks).
Most of the balance relates to commitments to suppliers of packaging.
These commitments have as its main goal to provide strategic supplies of long term security to the Company, besides providing greater
security to vendors in long term investments. The balances of fixed assets provided as security are not material.
Future contractual commitments as at June 30, 2024 and December 31, 2023
are as follows:
|
06/30/2024 |
12/31/2023 |
|
|
|
Less than 1 year |
12,586,531 |
9,619,224 |
Between 1 and 2 years |
10,216,751 |
9,536,293 |
More than 2 years |
17,473,264 |
20,236,257 |
|
40,276,546 |
39,391,774 |
The Company adopts the corporate governance practices recommended and/or
required by the applicable laws. Under the Company’s by-laws, the Board of Directors is responsible for approving any transactions
or agreements between the Company and/or any of its subsidiaries (except for full subsidiaries), its directors and/or shareholders (including
direct or indirect shareholders of the Company). The Governance Committee of the Company is required to advise the Board of Directors
on all transactions with related parties, among other subjects.
Management is prohibited from interfering in any transaction in which a conflict
of interest exists, even in theory, with the Company’s interests. Management also is not permitted to interfere in decisions of
any other members of management, and the minutes of meeting of the Board are required to document any decision to abstain from the respective
deliberations.
23.1 Transactions with key management members
The key management includes the Statutory
Executive Board and Board of Directors. In addition to short-term benefits (primarily salaries), management members are entitled to participate
in the share-based payment, as in note 20 – Share-based payments.
Total expenses related to the Company’s management members are as follow:
|
Six-month period ended: |
|
Three-month period ended: |
|
06/30/2024 |
06/30/2023 |
|
06/30/2024 |
06/30/2023 |
|
|
|
|
|
|
Short-term benefits (i) |
25,939 |
25,838 |
|
14,797 |
11,173 |
Share-based payments (ii) |
47,988 |
40,948 |
|
24,981 |
22,800 |
Social security (iii) |
8,822 |
4,533 |
|
7,170 |
2,428 |
Total key management remuneration |
82,749 |
71,319 |
|
46,948 |
36,401 |
(i) These mainly correspond to management’s salaries and profit sharing
(including performance bonuses).
(ii) These correspond to compensation expenses of share options, restricted
stocks and performance stocks granted to management. In total amounts above exclude remuneration paid to members of the Fiscal Council
and Committees.
(iii) These correspond to the social security charges levied on the management’s
remuneration.
Except the abovementioned remuneration, the Company has other types of transaction
with the Management members or pending balances receivable or payable in its balance sheet.
23.2 Transactions with the Company's shareholders:
23.2.1 Medical, dental and other benefits
Fundação Zerrenner is one of Ambev’s shareholders, and
at June 30, 2024, held 10.2% of its total share capital. Fundação Zerrenner is also an independent legal entity whose main
goal is to provide Ambev’s employees, both active and retired, with health care
and dental assistance, technical and higher education courses, facilities for assisting elderly people, either directly or through financial
assistance agreements with other entities. As at June 30, 2024, and December 31, 2023,
actuarial obligations related to the benefits provided directly by Fundação Zerrenner were fully funded by plan assets,
held for that purpose, which significantly exceeded the liabilities at these dates.
Ambev recognizes the assets (prepaid expenses) of this plan to the extent
of the economic benefits available to the Company, arising from reimbursements or from reductions in future contributions.
On June 30, 2024, expenses incurred and recorded by Fundação
Zerrenner with third parties for providing these benefits totaled R$172,593 (R$150,278 as at June 30, 2023), of which R$156,441 and R$16,152
were related to active employees and retirees, respectively (R$141,379 and R$8,900 as at June 30, 2023, respectively).
23.2.2 Licensing agreement with AB Inbev
The Company has a licensing agreement with
Anheuser-Busch, Inc. S.A./N.V. (“AB Inbev”) to produce, bottle, sell and distribute Budweiser® products in Brazil, Canada
and Argentina, and sales and distribution agreements for Budweiser® products in Guatemala, the Dominican Republic, Paraguay, Bolívia,
Nicaragua, Uruguay, Chile, Panama, Costa Rica, Puerto Rico and in certain other
CAC countries. In addition, the Company produces and distributes Stella Artois® products under a license to ABI in Brazil and
in other Latin America countries and Canada
and, through a license granted to ABI, can distribute Brahma® products in the United States and several other countries such as the
United Kingdom, Spain, Sweden, Finland and Greece.
The Company and its subsidiaries have licensing agreements with the Group
Modelo, subsidiaries of AB Inbev to import, produce, promote and sell Corona® products in Brazil, Canada, Argentina e Chile, as well
agreements to import, promote and sell Corona® products in Latin America – South. The Company has agreements with Spaten-Franziskaner-Bräu
GmbH, a subsidiary of ABI, to produce, promote, advertise and sell Spaten® in Brazil and Canada, and agreements to import and distribute
Spaten® products in Uruguay.
The Company and its subsidiaries also have agreements to import, promote
and resell Michelob Ultra®, Michelob® and Goose Island® products in Brazil, Argentina, Chile, Uruguay, Paraguay, Guatemala,
Dominican Republic, Panama, Puerto Rico, Costa Rica, Nicaragua, and in other CAC
countries and Canada.
The Company has a licensing agreement with ABI Inbev that
allows the Company and its subsidiaries to produce, promote and market Cutwater® in Canada, and allows ABI to produce, promote,
advertise and sell Nutrl® in the United States.
In this context, in the six-month period ended June 30, 2024, the
Company recorded R$20,344 (R$17,694 as at June 30, 2023) and R$458,348 (R$417,772 as at June 30, 2023) as income and cost of sales
relating to licensing, respectively in their consolidated results.
23.3 Transactions with related parties
The Group’s consolidated results includes R$415,928 from sales of products,
provision of services and other income in the six-month period ended June 30, 2024 (R$236,104 in June 30, 2023). Regarding product purchases
and other expenses, the Group recorded, in the same six-month period ended June 30, 2024 the amount to R$1,340,312 (R$1,376,337 in June
30, 2023). Finally, the amount to R$990 also recorded by the Group as Net finance result in Transactions with related parties in the six-month
period ended June 30, 2024 (R$19,439 in June 30, 2023). The Group's main transactions were recorded with the following companies AB Inbev,
AB Package, AB USA, Bavaria, Cervecería Modelo, among others.
List of companies included in the tables above:
Anheuser-Busch InBev N.V. (“AB InBev”) |
Anheuser-Busch Inbev USA LLC (“AB USA”) |
Anheuser-Busch Packaging Group Inc. (“AB Package”) |
Bavaria S.A. (“Bavaria”) |
Cervecería Modelo de Mexico S. de R.L. de C.V. (“Cervecería Modelo”) |
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| 24. | EVENTS AFTER THE REPORTING PERIOD |
Social Contributions over bonus products
As disclosed in explanatory note 27.2 - Contingencies of the
consolidated annual financial statements, as of December 31, 2023, the Company was awaiting notification of favorable decisions
issued by CARF, which granted the Voluntary Appeals filed by Ambev in two cases related to Social Contributions over bonus products.
In July 2024, the Company was notified of these decisions, which, since they were not contested by the Internal Revenue Service
(IRS), represent definitive successes amounting to approximately R$1.2 billion as of June 30, 2024, previously classified as
possible losses.
Disallowance of tax paid abroad
In July 2024, the Tax Administrative Court (CARF) rendered a favorable decision
to Ambev in a case related to calendar year 2012, due to the disallowance of the use of income tax credits paid abroad by its subsidiaries.
The amount classified as a possible contingency in case was R$1.4 billion as of June 30, 2024. The Company is awaiting the formalization
and notification of the decision to, together with its external advisors, assess any impacts on the risk classification of the contingency
and other necessary actions.
SIGNATURE
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
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AMBEV S.A. |
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By: |
/s/ Lucas Machado Lira |
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Lucas Machado Lira
Chief Financial and Investor Relations Officer |
Ambev (NYSE:ABEV)
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