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 May, 2021
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.
Unaudited interim consolidated
financial statements at
March 31, 2021
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 March 31, 2021 and the related interim consolidated statements of income, comprehensive
income, changes in equity and cash flows for the quarter then ended, and a summary of significant accounting policies and other explanatory
notes.
Management is responsible for the preparation and fair presentation of these
interim consolidated financial statements in accordance with International Accounting Standard (IAS) 34 - Interim Financial Reporting,
issued by 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).
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 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 is not prepared, in all material respects, in accordance with International
Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB).
São Paulo, May 18, 2021
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5
Alessandro Marchesino de Oliveira
Contador CRC 1SP265450/O-8
PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São
Paulo, SP, Brasil, 05001-903, Caixa Postal 60054, T: +55 (11) 3674 2000, www.pwc.com.br
AMBEV S.A.
Interim Consolidated Balance Sheet
All amounts in thousand
of Brazilian Reais unless otherwise stated
Assets
|
Note
|
03/31/2021
|
12/31/2020
|
|
|
|
|
Cash and cash equivalents
|
5
|
17,286,068
|
17,090,335
|
Investment securities
|
6
|
2,049,628
|
1,700,028
|
Derivative financial instruments
|
22
|
637,404
|
505,933
|
Trade receivable
|
|
3,357,889
|
4,303,138
|
Inventories
|
7
|
9,698,229
|
7,605,905
|
Income tax and social contributions recoverable
|
|
1,639,176
|
1,759,247
|
Recoverable taxes
|
8
|
1,366,802
|
1,527,895
|
Other assets
|
|
1,024,665
|
850,133
|
Current assets
|
|
37,059,861
|
35,342,614
|
|
|
|
|
|
|
|
|
Investment securities
|
6
|
218,335
|
213,907
|
Derivative financial instruments
|
22
|
380
|
3,403
|
Income tax and social contributions recoverable
|
|
4,362,349
|
4,495,002
|
Recoverable taxes
|
8
|
5,697,748
|
5,695,806
|
Deferred tax assets
|
9
|
5,926,253
|
4,560,808
|
Other assets
|
|
2,127,921
|
2,141,596
|
Employee benefits
|
|
36,928
|
33,648
|
Investments in joint ventures
|
|
341,043
|
337,427
|
Property, plant and equipment
|
10
|
26,676,905
|
24,768,355
|
Intangible
|
|
8,363,842
|
7,580,556
|
Goodwill
|
11
|
42,606,266
|
40,023,457
|
Non-current assets
|
|
96,357,970
|
89,853,965
|
|
|
|
|
Total assets
|
|
133,417,831
|
125,196,579
|
The accompanying notes are an integral part of these
interim consolidated financial statements.
AMBEV S.A.
Interim Consolidated Balance Sheet (continued)
All amounts in thousand
of Brazilian Reais unless otherwise stated
Equity and liabilities
|
Note
|
03/31/2021
|
12/31/2020
|
|
|
|
|
Trade payables
|
|
20,816,270
|
19,339,223
|
Derivative financial instruments
|
22
|
542,497
|
329,768
|
Interest-bearing loans and borrowings
|
12
|
2,598,909
|
2,738,773
|
Wages and salaries
|
|
1,287,634
|
925,531
|
Dividends and interest on shareholders’ equity payable
|
|
1,325,042
|
2,454,741
|
Income tax and social contribution payable
|
|
1,226,294
|
1,167,347
|
Taxes and contributions payable
|
|
2,401,741
|
4,549,521
|
Other liabilities
|
|
1,543,685
|
1,848,148
|
Provisions
|
13
|
138,649
|
124,912
|
Current liabilities
|
|
31,880,721
|
33,477,964
|
|
|
|
|
Trade payables
|
|
693,280
|
655,872
|
Derivative financial instruments
|
22
|
-
|
20
|
Interest-bearing loans and borrowings
|
12
|
2,428,252
|
2,053,455
|
Deferred tax liabilities
|
9
|
3,439,366
|
3,043,362
|
Income tax and social contribution payable
|
|
1,863,107
|
1,912,658
|
Taxes and contributions payable
|
|
686,931
|
684,260
|
Put option granted on subsidiaries and other liabilities
|
|
4,543,738
|
4,226,731
|
Provisions
|
13
|
445,429
|
447,086
|
Employee benefits
|
|
3,806,612
|
3,544,047
|
Non-current liabilities
|
|
17,906,715
|
16,567,491
|
|
|
|
|
Total liabilities
|
|
49,787,436
|
50,045,455
|
|
|
|
|
Equity
|
14
|
|
|
Issued capital
|
|
57,973,874
|
57,899,073
|
Reserves
|
|
80,897,817
|
80,905,572
|
Carrying value adjustments
|
|
(60,048,273)
|
(64,989,017)
|
Retained earnings / (losses)
|
|
3,220,705
|
-
|
Equity attributable to the equity holders of Ambev
|
|
82,044,123
|
73,815,628
|
Non-controlling interests
|
|
1,586,272
|
1,335,496
|
Total equity
|
|
83,630,395
|
75,151,124
|
|
|
|
|
Total equity and liabilities
|
|
133,417,831
|
125,196,579
|
The accompanying notes are an integral part of these
interim consolidated financial statements.
AMBEV S.A.
Interim Consolidated Statements of Income
For the period ended March 31
All amounts in thousand
of Brazilian Reais unless otherwise stated
|
Note
|
2021
|
2020
|
|
|
|
|
Net sales
|
16
|
16,639,761
|
12,602,597
|
Cost of sales
|
|
(7,945,330)
|
(5,643,189)
|
Gross profit
|
|
8,694,431
|
6,959,408
|
|
|
|
|
Distribution expenses
|
|
(2,129,593)
|
(1,851,313)
|
Sales and marketing expenses
|
|
(1,445,040)
|
(1,555,539)
|
<root/> Administrative expenses
|
|
(1,234,059)
|
(665,346)
|
Other operating income/(expenses), net
|
17
|
177,940
|
171,269
|
Exceptional items
|
18
|
(71,425)
|
(24,075)
|
Income from operations
|
|
3,992,254
|
3,034,404
|
|
|
|
|
Finance expenses
|
19
|
(1,444,395)
|
(1,782,643)
|
Finance income
|
19
|
380,095
|
245,776
|
Net finance result
|
|
(1,064,300)
|
(1,536,867)
|
|
|
|
|
Share of results of joint ventures
|
|
(12,546)
|
(6,617)
|
Income before income tax
|
|
2,915,408
|
1,490,920
|
|
|
|
|
Income tax expense
|
20
|
(182,097)
|
(279,668)
|
Net income
|
|
2,733,311
|
1,211,252
|
|
|
|
|
Attributable to:
|
|
|
|
Equity holders of Ambev
|
|
2,625,412
|
1,091,784
|
Non-controlling interest
|
|
107,899
|
119,468
|
|
|
|
|
Basic earnings per share - common - R$
|
|
0.1668
|
0.0694
|
Diluted earnings per share - common - R$
|
|
0.1654
|
0.0688
|
The accompanying notes are an integral part of these
interim consolidated financial statements.
AMBEV S.A.
Interim Consolidated Statements of Comprehensive Income
For the period ended March 31
All amounts in thousand
of Brazilian Reais unless otherwise stated
|
2021
|
2020
|
|
|
|
Net income
|
2,733,311
|
1,211,252
|
|
|
|
Items that will not be reclassified to profit or loss:
|
|
|
Recognition of actuarial gains/(losses)
|
(56,151)
|
(4,754)
|
|
|
|
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
|
(163,002)
|
(574,974)
|
Gains/losses on translation of other foreign operations
|
4,687,468
|
8,054,805
|
Gains/losses on translation of foreign operations
|
4,524,466
|
7,479,831
|
|
|
|
Cash flow hedge - gains/(losses)
|
|
|
Recognized in Equity (Hedge reserve)
|
1,048,776
|
898,514
|
Reclassified from Equity (Hedge reserve) and included in profit or loss
|
(391,456)
|
(355,682)
|
Total cash flow hedge
|
657,320
|
542,832
|
|
|
|
Other comprehensive (loss)/income
|
5,125,635
|
8,017,909
|
|
|
|
Total comprehensive income
|
7,858,946
|
9,229,161
|
|
|
|
Attributable to:
|
|
|
Equity holders of Ambev
|
7,565,774
|
8,734,835
|
Non-controlling interest
|
293,172
|
494,326
|
The accompanying notes are an integral part of these
interim consolidated financial statements. The consolidated statements of comprehensive income are presented net of income tax. The income
tax effects of these items are disclosed in Note 9 - Deferred income tax and social contribution.
AMBEV S.A.
Interim Consolidated Statements of Changes in Equity
For the period ended March 31
All amounts in thousand of Brazilian
Reais unless otherwise stated
|
Attributable to equity holders of Ambev
|
|
|
|
|
Capital
|
Capital reserves
|
Net income reserves
|
Retained earnings
|
Carrying value adjustments
|
Total
|
|
Non-controlling interests
|
Total equity
|
At January 1, 2020
|
57,866,759
|
54,811,462
|
20,874,268
|
-
|
(72,274,464)
|
61,278,025
|
|
1,277,980
|
62,556,005
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
-
|
-
|
-
|
1,091,784
|
-
|
1,091,784
|
|
119,468
|
1,211,252
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
Gains/(losses) on the translation of foreign operations
|
-
|
-
|
-
|
-
|
7,103,805
|
7,103,805
|
|
376,026
|
7,479,831
|
Cash flow hedges
|
-
|
-
|
-
|
-
|
543,944
|
543,944
|
|
(1,112)
|
542,832
|
Actuarial gains/(losses)
|
-
|
-
|
-
|
-
|
(4,698)
|
(4,698)
|
|
(56)
|
(4,754)
|
Total comprehensive income
|
-
|
-
|
-
|
1,091,784
|
7,643,051
|
8,734,835
|
|
494,326
|
9,229,161
|
Capital increase (Note 14)
|
32,314
|
(32,314)
|
-
|
-
|
-
|
-
|
|
-
|
-
|
Effect of application of IAS 29 (hyperinflation)
|
-
|
-
|
-
|
300,195
|
-
|
300,195
|
|
(566)
|
299,629
|
Gains/(losses) of controlling interest
|
-
|
-
|
-
|
-
|
(756)
|
(756)
|
|
1,109
|
353
|
Tax on deemed dividends
|
-
|
-
|
-
|
-
|
(772)
|
(772)
|
|
-
|
(772)
|
Dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(23,685)
|
(23,685)
|
Purchases of shares and results from treasury shares
|
-
|
(2,150)
|
-
|
-
|
-
|
(2,150)
|
|
-
|
(2,150)
|
Share-based payments
|
-
|
50,529
|
-
|
-
|
-
|
50,529
|
|
-
|
50,529
|
At March 31, 2020
|
57,899,073
|
54,827,527
|
20,874,268
|
1,391,979
|
(64,632,941)
|
70,359,906
|
|
1,749,164
|
72,109,070
|
The accompanying notes are an integral part of these interim consolidated
financial statements.
AMBEV S.A.
Interim Consolidated Statements of Changes in Equity
For the period ended March 31
All amounts in thousand of Brazilian
Reais unless otherwise stated
|
Attributable to equity holders of Ambev
|
|
|
|
|
Capital
|
Capital reserves
|
Net income reserves
|
Retained earnings
|
Carrying value adjustments
|
Total
|
|
Non-controlling interests
|
Total equity
|
At January 1, 2021
|
57,899,073
|
54,985,511
|
25,920,061
|
-
|
(64,989,017)
|
73,815,628
|
|
1,335,496
|
75,151,124
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
-
|
-
|
-
|
2,625,412
|
-
|
2,625,412
|
|
107,899
|
2,733,311
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
Gains/(losses) on the translation of foreign operations
|
-
|
-
|
-
|
-
|
4,340,712
|
4,340,712
|
|
183,754
|
4,524,466
|
Cash flow hedges
|
-
|
-
|
-
|
-
|
655,880
|
655,880
|
|
1,440
|
657,320
|
Actuarial gains/(losses)
|
-
|
-
|
-
|
-
|
(56,230)
|
(56,230)
|
|
79
|
(56,151)
|
Total comprehensive income
|
-
|
-
|
-
|
2,625,412
|
4,940,362
|
7,565,774
|
|
293,172
|
7,858,946
|
Capital increase (Note 14)
|
74,801
|
(74,333)
|
-
|
-
|
-
|
468
|
|
-
|
468
|
Effect of application of IAS 29 (hyperinflation)
|
-
|
-
|
-
|
595,293
|
-
|
595,293
|
|
(1,236)
|
594,057
|
Gains/(losses) of controlling interest
|
-
|
-
|
-
|
-
|
382
|
382
|
|
-
|
382
|
Dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(41,160)
|
(41,160)
|
Purchases of shares and results from treasury shares
|
-
|
(32,061)
|
-
|
-
|
-
|
(32,061)
|
|
-
|
(32,061)
|
Share-based payments
|
-
|
98,639
|
-
|
-
|
-
|
98,639
|
|
-
|
98,639
|
At March 31, 2021
|
57,973,874
|
54,977,756
|
25,920,061
|
3,220,705
|
(60,048,273)
|
82,044,123
|
|
1,586,272
|
83,630,395
|
The accompanying notes are
an integral part of these interim consolidated financial statements.
AMBEV S.A.
Interim Consolidated Statements of Cash Flows
For the period ended March 31
All amounts in thousand of Brazilian
Reais unless otherwise stated
|
Note
|
2021
|
2020
|
|
|
|
|
Net income
|
|
2,733,311
|
1,211,252
|
Depreciation, amortization and impairment
|
|
1,263,530
|
1,174,012
|
Impairment losses on receivables and inventory
|
|
27,251
|
53,540
|
Additions/(reversals) in provisions and employee benefits
|
|
26,237
|
19,373
|
Net finance costs
|
19
|
1,064,300
|
1,536,867
|
Losses/(gains) on sale of property, plant and equipment and intangible assets
|
|
(27,848)
|
(27,337)
|
Equity-settled share-based payment expenses
|
21
|
105,142
|
51,797
|
Income tax expense
|
20
|
182,097
|
279,668
|
Share of result of joint ventures
|
|
12,546
|
6,617
|
Other non-cash items included in profit
|
|
(427,211)
|
(346,778)
|
Cash flow from operating activities before changes in working capital and use of provisions
|
|
4,959,355
|
3,959,011
|
|
|
|
|
(Increase)/decrease in trade and other receivables
|
|
1,464,781
|
2,665,860
|
(Increase)/decrease in inventories
|
|
(1,722,216)
|
(1,142,700)
|
Increase/(decrease) in trade and other payables
|
|
(523,867)
|
(2,518,292)
|
Cash generated from operations
|
|
4,178,053
|
2,963,879
|
|
|
|
|
Interest paid
|
|
(56,234)
|
(132,971)
|
Interest received
|
|
54,250
|
133,746
|
Dividends received
|
|
2,740
|
937
|
Income tax paid
|
|
(1,341,951)
|
(1,421,534)
|
Cash flow from operating activities
|
|
2,836,858
|
1,544,057
|
|
|
|
|
Proceeds from sales of property, plant and equipment and intangible assets
|
|
39,744
|
30,232
|
Proceeds from sales of subsidiaries operations
|
|
382
|
-
|
Acquisitions of property, plant and equipment and intangible assets
|
|
(1,327,335)
|
(1,346,319)
|
Acquisitions of subsidiaries, net of cash acquired
|
|
(89,036)
|
(279,327)
|
Acquisitions of other investments
|
|
(2,645)
|
-
|
Investments in short term debt securities and net proceeds/(acquisitions) of debt securities
|
|
(349,075)
|
(75,278)
|
Net proceeds/(acquisitions) of other assets
|
|
5,044
|
-
|
Cash flow from investing activities
|
|
(1,722,921)
|
(1,670,692)
|
|
|
|
|
Capital increase
|
|
468
|
-
|
Capital increase/(decrease) of non-controlling interest
|
|
-
|
659
|
Proceeds/(repurchases) of treasury shares
|
|
(38,426)
|
(4,467)
|
Proceeds from borrowings
|
|
107,120
|
86,549
|
Repayment of borrowings
|
|
(434,663)
|
(46,938)
|
Cash net of finance costs other than interests
|
|
54,697
|
(8,147)
|
Payment of lease liabilities
|
|
(225,837)
|
(128,690)
|
Dividends and interest on shareholders equity paid
|
|
(1,241,110)
|
(46,548)
|
Cash flow from financing activities
|
|
(1,777,751)
|
(147,582)
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
(663,814)
|
(274,217)
|
Cash and cash equivalents less bank overdrafts at the beginning of the year (i)
|
|
17,090,335
|
11,900,642
|
Effect of exchange rate fluctuations on cash and cash equivalents
|
|
859,547
|
1,578,047
|
Cash and cash equivalents less bank overdrafts at the end of the year (i)
|
|
17,286,068
|
13,204,472
|
(i) Net of guaranteed account.
The accompanying notes are an integral part of these interim consolidated
financial statements.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand
of Brazilian Reais unless otherwise stated
1.
|
CORPORATE INFORMATION
|
11
|
2.
|
STATEMENT OF COMPLIANCE
|
15
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
16
|
4.
|
USE OF ESTIMATES AND JUDGMENTS
|
16
|
5.
|
CASH AND CASH EQUIVALENTS
|
18
|
6.
|
INVESTMENT SECURITIES
|
18
|
7.
|
INVENTORY
|
19
|
8.
|
RECOVERABLE TAXES
|
19
|
9.
|
DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION
|
19
|
10.
|
PROPERTY, PLANT AND EQUIPMENT
|
22
|
11.
|
GOODWILL
|
24
|
12.
|
INTEREST-BEARING LOANS AND BORROWING
|
25
|
13.
|
PROVISIONS
|
27
|
14.
|
CHANGES IN EQUITY
|
29
|
15.
|
SEGMENT REPORTING
|
34
|
16.
|
NET SALES
|
36
|
17.
|
OTHER OPERATING INCOME / (EXPENSES)
|
37
|
18.
|
EXCEPTIONAL ITEMS
|
37
|
19.
|
FINANCE EXPENSES AND INCOME
|
37
|
20.
|
INCOME TAX AND SOCIAL CONTRIBUTION
|
38
|
21.
|
SHARE-BASED PAYMENTS
|
40
|
22.
|
FINANCIAL INSTRUMENTS AND RISKS
|
42
|
23.
|
COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS
|
57
|
24.
|
CONTINGENCIES
|
57
|
25.
|
NON-CASH ITEMS
|
61
|
26.
|
RELATED PARTIES
|
61
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
(a)
|
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 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 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”) and Fundação Antonio e Helena Zerrenner Instituição
Nacional de Beneficência (“Fundação Zerrenner”).
The interim financial statements were approved,
in their final form, by the Board of Directors on May 05, 2021.
|
(b)
|
Major corporate events in 2021 and 2020
|
COVID-19 impacts
The outbreak of the novel coronavirus (SARS-CoV-2
or “COVID-19”) on a global scale has increased the volatility of the national and international markets, affecting the economies
of the countries in which we operate and, consequently, the results of our operations. The response to the COVID-19 pandemic has evolved
rapidly across the globe in a fluid and uncertain manner, including voluntary and, in some cases, mandatory quarantines, restrictions
on travel, commercial and social activities, and ban on the distribution, sale and consumption of alcoholic beverages in some countries
where we operate. Many of these measures directly affect our sales, distribution and final consumer demand for our products.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The impact of the pandemic on our operations
and the restrictions imposed in response by national governments, especially since March 2020, have generated, significant changes in
market dynamics both in the off-trade sales channel, composed of supermarkets, and in the on-trade channel, which is composed of bars
and restaurants. In countries with higher levels of income, more mature beer markets and a greater weighting towards the off-trade sales
channel, such as Canada, the negative impact on the sales volume has been smaller. On the other hand, in countries with lower income
levels and less mature beer markets, volume has been impacted according to the market segmentation between the on-trade and off-trade
channels. In those cases, the reduction in volume is higher depending on the weighting of the on-trade channel. In all the cases, the
more severe the restrictions on the sale and consumption of our products, the greater the reduction in volume, which is why Bolivia
and Panama were among the worst-affected countries. On the other hand, we observed an increase in sales related to e-commerce in all countries;
although this channel represents a small portion of the Company's total volume.
During the first quarter
of 2021, the consistency in the implementation of the Company's strategy and the relaxation of restrictions in some regions during the
first two months of this first quarter, led to a gradual increase in volumes across most of our operations, especially in Brazil. However,
the restrictions imposed in March 2021, especially in Brazil, on commercial and operating activities, social distancing, production and
consumption of alcoholic beverages had a partially impact in the result of the second half of March. Although the restrictions are considered
temporary, there is some uncertainty regarding the duration and likelihood of further government interventions or increase in restrictions,
as well as the economic effects on financial markets and exchange rates. Those impacts may result in material adverse impacts on our business,
liquidity, financial condition, and the outcome of operations, as well as volatility in the trading prices of our shares. However, we
are continuing to manage our liquidity and capital resources in a disciplined manner. Management have concluded that there are no substantial
doubts regarding the Company's ability to continue as a going concern.
As required by IAS 1 -
Presentation of Financial Statements, the Company updated the analysis of the impact of COVID-19, as at March 31, 2021, which mainly
involved, (i) a review of the assumptions of the annual impairment test, as described in Note 11 - Goodwill, (ii) an analysis of
possible credit losses and inventory obsolescence, (iii) an analysis of the recoverability of deferred taxes, and (iv) the evaluation
of the relevant estimates used for the preparation of the interim financial statements, among other analyses.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Any impacts arising from these analyses are reflected
in the interim financial statements and Explanatory Notes. In addition, due to the protective actions taken for our staff and the donations
made by our community, the Company incurred exceptional expenses of R$31,051, at March 31, 2021, as reported in Note 18 - Exceptional
items.
Share buyback program
The Board of Directors, in a meeting held on
March 18, 2021, approved, pursuant to article 30, Paragraph 1st, “b”, of Law 6,404/76 and CVM Instruction 567/15, a share
buyback program of shares issued by the Company (“Program”) up to the limit of 5,700,000 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 will be in effect until September 18, 2022, as detailed in the Notice Regarding the Negotiation
of Shares Issued by the Company, together with other information, in the form of Exhibit 30-XXXVI of CVM Instruction No. 480/09 as disclosed
at March 18, 2021. The Company has 4,357,308,131 outstanding shares as defined in CVM Instruction 567/15. The acquisition will occur as
per a deduction of the capital reserve account recorded in the balance sheet dated as at December 31, 2020. The transaction will be carried
out through one or more of the following financial institutions: UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários
S.A. and Itaú Corretora de Valores S.A..
Renegotiation of Tenedora’s shareholders agreement
The Company and E. León Jimenes, S.A.
(“ELJ”), as the shareholders of Tenedora CND, S.A. (“Tenedora”), a holding company headquartered in the Dominican
Republic, the owner of almost the entire share capital of Cervecería Nacional Dominicana, S.A., on July 2, 2020, signed the second
amendment to Tenedora’s Shareholders Agreement (the “Shareholders Agreement”), extending their partnership in the country
and postponing the terms of the put and call options defined in the original Agreement. ELJ is currently the owner of 15% of Tenedora’s
shares, and its put option is now divided into two tranches: (i) Tranche A, corresponding to 12.11% of the shares, exercisable in 2022,
2023 and 2024; and (ii) Tranche B, corresponding to 2.89% of the shares, exercisable starting in 2026. The Company, on the other hand,
has a call option over the Tranche A shares exercisable starting in 2021 and of the Tranche B shares to be exercised starting in 2029.
Until March 31, 2021, there were no exercises for these options. The details of the assumptions used for this option are described in
Note 22 (Item IV (d)).
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Distribution agreement Cervecería
Chile S.A.
On August 16, 2020, Cervecería
Chile S.A., a Chilean subsidiary of the Company, entered into a long-term distribution agreement with Embotelladora Andina S.A., Coca-Cola
Embonor S.A. and Embotelladora Iquique S.A. (the “Distributors”), by which the Distributors were granted the right to sell
and distribute certain products within the Company’s portfolio, with exclusivity in specific zones and sales channels in Chile.
Addendum to the agreement with PepsiCo Bolivia
The long-term agreement with PepsiCo, under which
the Cervecería Boliviana Nacional, a subsidiary of the Company in Bolivia, has the exclusive right to produce, sell and distribute
certain brands from PepsiCo’s portfolio in Bolivia, was amended in June 1, 2020, extending the agreement for a further ten years
and reflecting certain changes in the trade agreement between the parties.
New acquisitions
On January 22, 2020, the Company, through its
subsidiary Labatt Brewing Company Limited, acquired G&W Distilling Inc., a company that produces a portfolio of ready-to-drink alcoholic
beverages.
Exchange contracts for future
financial flows - Equity Swaps
On December 19, 2019, the Board of Directors
of Ambev approved the execution, by the Company or its subsidiaries, of equity swap contracts through financial institutions to be defined
by the Company's management, having as an underlying asset the shares issued by the Company or American Depositary Receipts (ADRs), without
impacting the liquidation, within the regulatory term, of the contracts still in force. The settlement of the new approved equity-swap
contracts will occur within a maximum period of 18 months from the date of approval, and such contracts could result in exposure of up
to 80 million common shares (all or part of which may be in the form of ADRs), up to a value limit of R$1.5 billion.
On May 13, 2020, the Board of Directors of Ambev
approved new equity-swap contracts, without impact on the liquidation of the equity-swap contracts still in force over the applicable
terms. The settlement of the new approved equity-swap contracts will occur over a maximum term of 18 months from the date
of approval, and such contracts may lead to exposure of up to 65 million common shares (all or part of which may be in the form of ADRs),
up to a value limit of R$1.0 billion.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
On December 9, 2020, the Board of Directors of
Ambev approved new equity-swap contracts, without impact on the liquidation, of the equity-swap contracts still in force over the applicable
terms. The settlement of the new approved equity-swap contracts will occur over a maximum term of 18 months from the date of approval,
and such contracts may lead to exposure of up to 80 million common shares (all or part of which may be in the form of ADRs), up to a value
limit of R$1.2 billion, in addition to contracts already executed in the context of the approvals of December 19, 2019 and May 13, 2020,
and which have not yet been settled as at the date of approval, may result in an exposure of up to 137,014,453 common shares (some or
all of which may be in the form of ADRs).
|
2.
|
STATEMENT OF COMPLIANCE
|
The consolidated interim financial statements
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 financial statements and thus should be read in conjunction with the consolidated financial
statements prepared in accordance with International Financial Reporting Standards (“IFRS”) for the year ended December 31,
2020. To avoid duplication of disclosures which are included in the annual financial statements, the following notes were not subject
to full filling:
|
(a)
|
Summary of significant accounting policies (Note 3);
|
|
(b)
|
Trade receivables (Note 20);
|
|
(c)
|
Investments securities (Note 16);
|
|
(d)
|
Intangibles (Note 15);
|
|
(f)
|
Trade payables (Note 26);
|
|
(g)
|
Interest-bearing loans and borrowings (Note 23);
|
|
(h)
|
Employee benefits (Note 24);
|
|
(i)
|
Changes in equity (Note 22);
|
|
(j)
|
Additional information on operating expenses by nature (Note 10);
|
|
(k)
|
Payroll and related benefits (Note 09);
|
|
(l)
|
Contingencies (Note 30);
|
|
(m)
|
Group companies (Note 33); and
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
There were no significant changes in the accounting
policies and calculation methods used for the interim financial statements as at March 31, 2021 compared to those presented in the financial
statements for the years ended December 31, 2020.
|
(a)
|
Basis of preparation and measurement
|
The interim
financial statements are presented in thousands of Brazilian Reais (“R$”), unless otherwise
indicated, rounded to the nearest thousand. The measurement basis used in preparing the interim financial statements is the historical
cost, net realizable value, fair value or recoverable amount.
There were no new standards for the period ended
March 31, 2021 for the preparation of these interim financial statements.
Other Standards, Interpretations and
Amendments to Standards
There are no other Standards, Interpretations
and/or Amendments to Standards that are not in force and that the Company expects to have a material impact resulting from their application
in interim consolidated financial statements on the entity in the current or future reporting periods, or on foreseeable future transactions.
|
4.
|
USE OF ESTIMATES AND JUDGMENTS
|
The preparation of interim 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 regarding 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.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Although each significant accounting policy
reflects judgments, assessments or estimates, the Company believes that the following accounting practices reflect the most critical judgments,
estimates and assumptions that are important to its business operations and the understanding of its results:
(i) Predecessor basis of accounting;
(ii) Business combinations;
(iii) Impairment;
(iv) Provisions;
(v) Share-based payments;
(vi) Employee benefits;
(vii) Current and deferred tax;
(viii) Joint arrangements;
(ix) Measurement of financial instruments, including
derivatives;
(x) Assets and liabilities recognition related
to extemporaneous tax credits and debits;
(xi) Accounting and financial reporting in hyperinflationary
economies; and
(xii) Leases.
The fair values of acquired identifiable intangibles
with indefinite useful lives are based on an assessment of future cash flow. Impairment analyses of goodwill and intangible assets with
indefinite useful lives are performed at least annually, or whenever a triggering event occurs, to determine whether the carrying value
exceeds the recoverable amount.
The Company uses its judgment to choose between
a variety of methods including the net fair value of expenses approach and option valuation models and makes assumptions about the fair
value of financial instruments mainly based on the market conditions at each balance sheet date.
Actuarial assumptions regarding future events
are used for the calculation of projected pension and other long-term employee benefit expenses and liabilities. These factors include
assumptions regarding interest rates, rates of increase in healthcare costs, rates of future compensation increases, turnover rates, and
life expectancy. Such estimates are reviewed annually by independent actuaries.
The Company is subject to income tax in
numerous jurisdictions. Significant judgment is required to determine the Company’s worldwide provision for income tax. There are
some transactions and calculations for which the ultimate tax determination is uncertain. Some of the subsidiaries of the Company are
involved in tax audits, usually in relation to prior years. These audits are ongoing in various jurisdictions
as at the balance sheet date, and by their nature, can take a considerable time to complete.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
To measure the amounts of extemporaneous tax
credits arising from lawsuits, the Company evaluates the documents for the period covered by the lawsuit, and applies the guidelines for
the final decision, applicable legislation or other elements that enable the amount to be estimated with sufficient reliability.
|
5.
|
CASH AND CASH EQUIVALENTS
|
|
03/31/2021
|
12/31/2020
|
|
|
|
Cash
|
208,444
|
261,426
|
Current bank accounts
|
6,370,255
|
5,860,939
|
Short term bank deposits (i)
|
10,707,369
|
10,967,970
|
Cash and cash equivalents
|
17,286,068
|
17,090,335
|
(i) The balance refers mostly to Bank Deposit
Certificates - CDB, high liquidity, which are readily convertible into known amounts of cash and which are subject to an insignificant
risk of change in value.
The current account balance includes the amount of
R$492 million as at March 31, 2021 (R$449 million in 2020) which is held in Cuba and is not freely transferable to the parent company
due to remittance restrictions.
|
03/31/2021
|
12/31/2020
|
|
|
|
Financial assets at fair value through profit or loss
|
2,049,628
|
1,700,028
|
Current investment securities
|
2,049,628
|
1,700,028
|
|
|
|
Investment on debt securities (i)
|
218,335
|
213,907
|
Non-current investment securities
|
218,335
|
213,907
|
|
|
|
Total
|
2,267,963
|
1,913,935
|
(i) The balance refers substantially to Bank Deposit
Certificates (“CDBs”) which are linked to tax incentives and do not have immediate convertibility into a known amount of cash.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
03/31/2021
|
12/31/2020
|
|
|
|
Finished goods
|
3,759,651
|
2,575,516
|
Work in progress
|
612,236
|
518,345
|
Raw materials and consumables
|
4,208,120
|
3,513,022
|
Spare parts and others
|
834,308
|
758,809
|
Prepayments
|
438,859
|
381,361
|
Impairment losses
|
(154,945)
|
(141,148)
|
|
9,698,229
|
7,605,905
|
Write-offs/losses on inventory recognized in
the income statement amounting to R$24,395 in period ended on March 31, 2021 (R$34,330 in the period ended on March 31, 2020).
|
03/31/2021
|
12/31/2020
|
PIS/COFINS exclusion of ICMS (i)
|
54,430
|
-
|
PIS/COFINS
|
457,334
|
711,991
|
ICMS
|
585,095
|
563,422
|
IPI
|
192,079
|
177,041
|
Others
|
77,864
|
75,441
|
Current
|
1,366,802
|
1,527,895
|
|
|
|
PIS/COFINS exclusion of ICMS (i)
|
5,143,506
|
5,183,354
|
ICMS
|
298,656
|
266,528
|
Others
|
255,586
|
245,924
|
Non-current
|
5,697,748
|
5,695,806
|
|
|
|
Total
|
7,064,550
|
7,223,701
|
|
|
|
|
|
|
(i) As detailed in Note 24 - Contingencies,
the Company has been recognizing PIS and COFINS credits arising from the exclusion of ICMS from the calculation basis. The corresponding
entry for recognition is recorded in the item Recoverable PIS/COFINS - exclusion of ICMS, and of the values recognized in this line item,
those that still remain in assets amount to R$4.3 billion for the period called- REFRI; and R$0.9 billion referring mainly to the period
after the STF decision up to December 31, 2020.
|
9.
|
DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION
|
Deferred taxes for income tax and social contribution
taxes are calculated on temporary differences between the tax bases of these taxes and the accounting calculations of the Company, which
include tax losses. The tax rates in Brazil, which are expected to be applicable upon the realization of the deferred taxes, are 25% for
income tax and 9% for social contribution. For other regions in which the Company operates, the expected nominal rates are as follow:
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Central America and the Caribbean
|
from 15% to 27%
|
Latin America - South (i)
|
from 10% to 30%
|
(i) Amendments to Argentine tax legislation approved
on December 29, 2017 affected the Company beginning in October 2018, reducing the income tax rate for the first two years from 35% to
30% and, in subsequent years, to 25%. Further, new amendments to the Argentine tax legislation approved on December 23, 2019 postponed
for one year the application of the income tax rate of 25%, and extended for a third year the application of the 30% rate.
Deferred tax assets are recognized to the extent
that it is probable that future taxable profits are probable, which may be offset against currently recorded temporary differences, with
a particular emphasis on tax losses.
The amount of deferred income tax and social contribution by
type of temporary difference is detailed as follows:
|
03/31/2021
|
|
12/31/2020
|
|
Assets
|
Liabilities
|
Net
|
|
Assets
|
Liabilities
|
Net
|
Investment securities
|
12,409
|
(2,345)
|
10,064
|
|
10,113
|
-
|
10,113
|
Intangible
|
-
|
(1,406,901)
|
(1,406,901)
|
|
-
|
(1,253,015)
|
(1,253,015)
|
Employee benefits
|
1,097,296
|
(2,968)
|
1,094,328
|
|
971,180
|
(3,004)
|
968,176
|
Trade payables
|
4,641,867
|
(217,389)
|
4,424,478
|
|
3,917,100
|
(230,244)
|
3,686,856
|
Trade receivable
|
53,264
|
(4)
|
53,260
|
|
53,066
|
(4)
|
53,062
|
Derivatives
|
30,307
|
(148,641)
|
(118,334)
|
|
36,331
|
(118,744)
|
(82,413)
|
Interest-Bearing Loans and Borrowings
|
-
|
(1,873)
|
(1,873)
|
|
-
|
(1,805)
|
(1,805)
|
Inventories
|
273,012
|
(85,022)
|
187,990
|
|
288,709
|
(67,590)
|
221,119
|
Property, plant and equipment
|
455,145
|
(1,662,158)
|
(1,207,013)
|
|
430,760
|
(1,608,996)
|
(1,178,236)
|
Withholding tax on undistributed profits and royalties
|
-
|
(1,704,427)
|
(1,704,427)
|
|
-
|
(1,538,850)
|
(1,538,850)
|
Investments in joint ventures
|
-
|
(421,589)
|
(421,589)
|
|
-
|
(421,589)
|
(421,589)
|
Interest on shareholders' equity
|
592,679
|
-
|
592,679
|
|
-
|
-
|
-
|
Losses carried forward
|
1,730,036
|
-
|
1,730,036
|
|
1,739,680
|
-
|
1,739,680
|
Provisions
|
606,272
|
(1,973)
|
604,299
|
|
636,030
|
(1,266)
|
634,764
|
Complement of income tax of foreign subsidiaries due in Brazil
|
-
|
(21,452)
|
(21,452)
|
|
-
|
-
|
-
|
Impact of the adoption of IFRS 16 (Leases)
|
111,693
|
(1,892)
|
109,801
|
|
124,160
|
(1,635)
|
122,525
|
ICMS on the assessment bases of PIS/COFINS
|
-
|
(1,465,011)
|
(1,465,011)
|
|
-
|
(1,460,795)
|
(1,460,795)
|
Other items
|
119,065
|
(92,513)
|
26,552
|
|
79,215
|
(61,361)
|
17,854
|
Gross deferred tax assets / (liabilities)
|
9,723,045
|
(7,236,158)
|
2,486,887
|
|
8,286,344
|
(6,768,898)
|
1,517,446
|
Netting by taxable entity
|
(3,796,792)
|
3,796,792
|
-
|
|
(3,725,536)
|
3,725,536
|
-
|
Net deferred tax assets / (liabilities)
|
5,926,253
|
(3,439,366)
|
2,486,887
|
|
4,560,808
|
(3,043,362)
|
1,517,446
|
The Company only reclassifies the balances
of deferred income tax and social contribution assets against liabilities to a net presentation basis when the applicable compensation
criteria are met.
The critical estimates of Ambev’s Management,
as well the main contingencies related to uncertainty about the tax treatment of income, are disclosed in Notes 4 (i) and 24, respectively.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
As at March 31, 2021 the deferred tax assets
and liabilities related to combined tax losses which are expected to be utilized or settled using temporary differences, as follows:
|
03/31/2021
|
Deferred taxes not related to tax losses
|
to be realized until 12 months
|
to be realized after 12 months
|
Total
|
|
|
|
|
Investment securities
|
-
|
10,064
|
10,064
|
Intangible
|
(1,689)
|
(1,405,212)
|
(1,406,901)
|
Employee benefits
|
97,493
|
996,835
|
1,094,328
|
Trade payables
|
(197,854)
|
4,622,332
|
4,424,478
|
Trade receivable
|
44,366
|
8,894
|
53,260
|
Derivatives
|
(108,606)
|
(9,728)
|
(118,334)
|
Interest-bearing loans and borrowings
|
(1,641)
|
(232)
|
(1,873)
|
Inventories
|
225,236
|
(37,246)
|
187,990
|
Property, plant and equipment
|
18,880
|
(1,225,893)
|
(1,207,013)
|
Withholding tax on undistributed profits and royalties
|
(145,516)
|
(1,558,911)
|
(1,704,427)
|
Investments in joint ventures
|
-
|
(421,589)
|
(421,589)
|
Interest on shareholders' equity
|
592,679
|
-
|
592,679
|
Provisions
|
310,719
|
293,580
|
604,299
|
Complement of income tax of foreign subsidiaries due in Brazil
|
(21,452)
|
-
|
(21,452)
|
Impact of the adoption of IFRS 16 (Leases)
|
(842)
|
110,643
|
109,801
|
ICMS on the assessment bases of PIS/COFINS
|
-
|
(1,465,011)
|
(1,465,011)
|
Other items
|
68,997
|
(42,445)
|
26,552
|
Total
|
880,770
|
(123,919)
|
756,851
|
The majority of tax losses and negative social
contribution bases on which deferred income tax and social contribution were calculated do not have a statute of limitations. The use
of credits related to tax losses is based on the projected future existence of taxable profits, limited to 30% of taxable income for the
year, according to the actual figures for prior years, and the projections of the Company's business in the economies in which it is located,
and thus is in compliance with the applicable fiscal and accounting rules.
Deferred tax related to tax losses
|
03/31/2021
|
2021
|
604,223
|
2022
|
329,589
|
2023
|
156,810
|
2024
|
270,636
|
2025
|
106,248
|
2026 to 2028
|
221,828
|
2029 to 2030 (i)
|
40,702
|
Total
|
1,730,036
|
(i) There is no expectation of realization beyond
a term of ten years.
As at March 31, 2021, the tax credits related
to tax losses in the amount of R$1,016,108 (R$969,966 in 2020) were not recorded, as realization is not probable.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
A significant portion of the deferred tax assets
related to tax losses amount do not have any limits on carrying forward or utilization, and the tax losses carried forward in relation
to credit are equivalent to R$4,064,333 at March 31, 2021 (R$3,879,773 in December 31, 2020).
The net change in deferred income tax and social
contribution is detailed as follows:
At December 31, 2020
|
1,517,446
|
Recognition of actuarial gains/(losses)
|
12
|
Investment hedge - put option granted on subsidiaries
|
83,971
|
Cash flow hedge - gains/(losses)
|
(199,056)
|
Gains/(losses) on translation of other foreign operations
|
627,676
|
Recognized in other comprehensive income
|
512,603
|
Recognized in the income statement
|
333,895
|
Changes directly in the balance sheet
|
122,943
|
Recognized in other group of balance sheet
|
122,943
|
At March 31, 2021
|
2,486,887
|
|
10.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
03/31/2021
|
12/31/2020
|
Property, plant and equipment
|
24,159,792
|
22,852,861
|
Right of use assets
|
2,517,113
|
1,915,494
|
|
26,676,905
|
24,768,355
|
|
Land and buildings
|
Plant and equipment
|
Fixtures and fittings
|
Under construction
|
Total
|
Acquisition cost
|
|
|
|
|
|
At December 31, 2019
|
10,886,903
|
29,676,067
|
6,367,458
|
2,184,297
|
49,114,725
|
Effects of movements in foreign exchange in the balance sheet
|
724,849
|
1,811,929
|
392,109
|
173,154
|
3,102,041
|
Effects of application of IAS 29 (hyperinflation)
|
310,492
|
1,160,364
|
291,754
|
130,284
|
1,892,894
|
Acquisition through business combinations
|
4,009
|
9,841
|
1,716
|
-
|
15,566
|
Acquisitions
|
17,203
|
514,754
|
74,318
|
3,815,601
|
4,421,876
|
Disposals and write-offs
|
(23,714)
|
(1,422,230)
|
(247,003)
|
153
|
(1,692,794)
|
Transfers to other asset categories
|
465,366
|
2,286,586
|
338,800
|
(3,472,946)
|
(382,194)
|
At December 31, 2020
|
12,385,108
|
34,037,311
|
7,219,152
|
2,830,543
|
56,472,114
|
Effects of movements in foreign exchange in the balance sheet
|
406,076
|
1,140,285
|
278,488
|
90,578
|
1,915,427
|
Effects of application of IAS 29 (hyperinflation)
|
141,629
|
(1,564,896)
|
(886,709)
|
37,510
|
(2,272,466)
|
Acquisitions
|
6,442
|
153,768
|
(4,541)
|
1,134,016
|
1,289,685
|
Disposals and write-offs
|
-
|
(195,294)
|
(19,567)
|
(27)
|
(214,888)
|
Transfers to other asset categories
|
145,475
|
273,563
|
121,605
|
(639,837)
|
(99,194)
|
At March 31, 2021
|
13,084,730
|
33,844,737
|
6,708,428
|
3,452,783
|
57,090,678
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
Land and buildings
|
Plant and equipment
|
Fixtures and fittings
|
Under construction
|
Total
|
Depreciation
|
|
|
|
|
|
At December 31, 2019
|
(3,400,533)
|
(20,381,204)
|
(4,785,318)
|
-
|
(28,567,055)
|
Effects of movements in foreign exchange in the balance sheet
|
(174,260)
|
(1,205,742)
|
(278,491)
|
-
|
(1,658,493)
|
Effects of application of IAS 29 (hyperinflation)
|
(51,432)
|
(670,356)
|
(299,978)
|
-
|
(1,021,766)
|
Depreciation
|
(401,768)
|
(2,795,364)
|
(699,221)
|
-
|
(3,896,353)
|
Disposals and write-offs
|
7,825
|
1,409,014
|
245,876
|
-
|
1,662,715
|
Transfers to other asset categories
|
29,822
|
(3,578)
|
22,026
|
-
|
48,270
|
Others
|
(3,092)
|
(183,195)
|
(284)
|
-
|
(186,571)
|
At December 31, 2020
|
(3,993,438)
|
(23,830,425)
|
(5,795,390)
|
-
|
(33,619,253)
|
Effects of movements in foreign exchange in the balance sheet
|
(102,925)
|
(762,346)
|
(212,788)
|
-
|
(1,078,059)
|
Effects of application of IAS 29 (hyperinflation)
|
(16,421)
|
1,727,387
|
908,564
|
-
|
2,619,530
|
Depreciation
|
(102,084)
|
(740,086)
|
(160,502)
|
-
|
(1,002,672)
|
Disposals and write-offs
|
-
|
183,764
|
19,027
|
-
|
202,791
|
Transfers to other asset categories
|
(4,878)
|
3,896
|
23
|
-
|
(959)
|
Others
|
(51)
|
(49,070)
|
(3,143)
|
-
|
(52,264)
|
At March 31, 2021
|
(4,219,797)
|
(23,466,880)
|
(5,244,209)
|
-
|
(32,930,886)
|
|
|
|
|
|
|
Carrying amount:
|
|
|
|
|
|
At December 31, 2020
|
8,391,670
|
10,206,886
|
1,423,762
|
2,830,543
|
22,852,861
|
At March 31, 2021
|
8,864,933
|
10,377,857
|
1,464,219
|
3,452,783
|
24,159,792
|
The balances of capitalized interests and fixed
assets provided as security are not material.
Right-of-use asset:
|
Buildings
|
Machinery and equipment
|
Others
|
Total
|
Acquisition cost
|
|
|
|
|
At December 31, 2019 (i)
|
1,339,771
|
1,865,109
|
156,221
|
3,361,101
|
Effects of movements in foreign exchange in the balance sheet
|
131,765
|
8,215
|
9,284
|
149,264
|
Additions
|
321,794
|
32,566
|
12,243
|
366,603
|
Transfers from (to) other asset categories
|
(1,812)
|
-
|
(2,207)
|
(4,019)
|
At December 31, 2020
|
1,791,518
|
1,905,890
|
175,541
|
3,872,949
|
Effects of movements in foreign exchange in the balance sheet
|
82,467
|
7,755
|
5,069
|
95,291
|
Additions
|
118,084
|
578,282
|
-
|
696,366
|
Write-offs
|
(188,538)
|
(662,620)
|
(55,623)
|
(906,781)
|
Transfers from (to) other asset categories
|
(9,269)
|
(2,315)
|
(406)
|
(11,990)
|
At March 31, 2021
|
1,794,262
|
1,826,992
|
124,581
|
3,745,835
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
|
|
|
|
|
Buildings
|
Machinery and equipment
|
Others
|
Total
|
Depreciation
|
|
|
|
|
At December 31, 2019
|
(494,488)
|
(756,906)
|
(81,078)
|
(1,332,472)
|
Effects of movements in foreign exchange in the balance sheet
|
(40,931)
|
(4,482)
|
(3,855)
|
(49,268)
|
Depreciation
|
(280,672)
|
(256,519)
|
(43,416)
|
(580,607)
|
Transfers (from) to other asset categories
|
3,217
|
-
|
1,675
|
4,892
|
At December 31, 2020
|
(812,874)
|
(1,017,907)
|
(126,674)
|
(1,957,455)
|
Effects of movements in foreign exchange in the balance sheet
|
(33,387)
|
(2,987)
|
(2,693)
|
(39,067)
|
Depreciation
|
(61,095)
|
(79,840)
|
(8,289)
|
(149,224)
|
Write-offs
|
188,538
|
662,620
|
54,317
|
905,475
|
Transfers (from) to other asset categories
|
(5,202)
|
4,884
|
11,867
|
11,549
|
At March 31, 2021
|
(724,020)
|
(433,230)
|
(71,472)
|
(1,228,722)
|
|
|
|
|
|
Carrying amount:
|
|
|
|
|
At December 31, 2020
|
978,644
|
887,983
|
48,867
|
1,915,494
|
At March 31, 2021
|
1,070,242
|
1,393,762
|
53,109
|
2,517,113
|
(i) Adjusted balances for comparative purposes.
Term contracts and discount rate
The Company estimated 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 rates applied:
Lease Term
|
Rate %
|
03/31/2021
|
12/31/2020
|
2021-2025
|
8.53%
|
10.54%
|
2026-2030
|
6.44%
|
8.19%
|
2031-2035
|
4.20%
|
10.97%
|
|
|
|
|
03/31/2021
|
12/31/2020
|
|
|
|
Balance at the end of the previous year
|
40,023,457
|
35,009,909
|
Effects of movements in foreign exchange in the balance sheet
|
2,249,903
|
4,006,854
|
Effect of application of IAS 29 (hyperinflation)
|
314,252
|
605,432
|
Acquisitions, (write-offs) and disposal through business combinations
|
18,654
|
401,262
|
Balance at the end of the year
|
42,606,266
|
40,023,457
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The carrying amount of goodwill was allocated
to the different CGUs as follows:
|
Functional currency
|
03/31/2021
|
12/31/2020
|
|
|
|
|
Brazil
|
BRL
|
17,696,645
|
17,696,645
|
Goodwill
|
|
102,939,278
|
102,939,278
|
Non-controlling transactions (i)
|
|
(85,242,633)
|
(85,242,633)
|
|
|
|
|
CAC:
|
|
|
|
Dominican Republic
|
DOP
|
4,570,630
|
4,080,709
|
Panama
|
PAB
|
1,980,497
|
1,806,467
|
|
|
|
|
Latin America - South:
|
|
|
|
Argentina
|
ARS
|
2,755,054
|
2,415,231
|
Bolivia
|
BOB
|
2,015,253
|
1,838,188
|
Chile
|
CLP
|
68,058
|
63,904
|
Paraguay
|
PYG
|
1,207,405
|
998,888
|
Uruguay
|
UYU
|
191,223
|
182,023
|
|
|
|
|
Canada
|
CAD
|
12,121,501
|
10,941,402
|
|
|
42,606,266
|
40,023,457
|
(i) This refers to the shareholding exchange transaction
in 2013 as a result of the adoption of the predecessor basis of accounting.
Impairment testing
The impairment test was updated to the
base date of March 31, 2021 considering the most accurate estimates calculated by management. For the second year of the model, we used
the assumptions that were already considered for the projection of the other years, considering that they are still valid. The conclusion
of the revaluation is that there were no indications of impairment until March 31, 2021.
|
12.
|
INTEREST-BEARING LOANS AND BORROWING
|
|
03/31/2021
|
12/31/2020
|
|
|
|
Secured bank loans (i)
|
1,905,389
|
1,940,773
|
Unsecured bank loans (i)
|
1,963
|
246,744
|
Debentures and unsecured bond issues
|
109,032
|
108,548
|
Other unsecured loans
|
33,453
|
36,702
|
Lease liabilities
|
549,072
|
406,006
|
Current liabilities
|
2,598,909
|
2,738,773
|
|
|
|
Secured bank loans (i)
|
204,993
|
238,369
|
Unsecured bank loans (i)
|
-
|
1,074
|
Other unsecured loans
|
94,399
|
98,950
|
Lease liabilities
|
2,128,860
|
1,715,062
|
Non-current liabilities
|
2,428,252
|
2,053,455
|
(i) In the second quarter Ambev approved new loans
for working capital financing. These include the issuance of promissory notes and bank credit notes (CCB), among other types of loans,
for a total amount of R$1,906 million at March 31, 2021 (R$1,551 million at December 31, 2020).
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Additional information regarding the exposure
of the Company to interest rate, foreign currency risk and debt repayment schedule are disclosed in Note 22 - Financial instruments
and risks.
Contractual clauses (Covenants)
As at March 31, 2021, the Company's loans
had equal rights to payment without subordination clauses. For the credit lines due to FINAME contracted by the Company with Banco Nacional
de Desenvolvimento Econômico e Social (“BNDES”), the assets acquired using the credit granted were placed as collateral.
Other loans and financing contracted by the Company require only personal guarantees as collateral, or are unsecured. Most loan contracts
contain contractual covenants, including: financial covenants, including limitations on new indebtedness; going-concern basis; maintenance,
in use or in good condition for the business, of the Company's assets; restrictions on acquisitions, mergers, sales or disposals of its
assets; disclosure of financial statements and the balance sheet; no prohibitions related to new guarantees for loans contracted, except
if: (i) expressly authorized under the agreement; (ii) new loans contracted from financial institutions linked to the Brazilian government
including BNDES or foreign governments; or foreign governments, multilateral financial institutions (e.g. the World Bank) or in jurisdictions
in which the Company operates.
Additionally, all agreements with BNDES
are subject to certain “provisions applicable to agreements entered into with BNDES” (“Provisions”). Such Provisions
require the borrower, to obtain prior consent from BNDES if they, for instance, wish to: (i) raise new loans (except for the loans described
in the Provisions); (ii) give preference and/or priority to other debts; and/or (iii) dispose of or encumber any items of their fixed
assets (except as provided for within the Provisions).
These clauses are applicable from the
date of execution and effectiveness of each contract, to the extent that the events mentioned in the contract occur. Depending on the
materiality of each event and its potential adverse effects on the Company and /or its subsidiaries or the rights of its creditors, contractual
penalties may be applied, including the early maturity of the respective contract. In certain contracts, in the event of occurrence of
any of the events set out in the restrictive clauses, the Company may be granted a grace period to resolve any contractual defaults, in
order to avoid any penalties resulting from the breach of its obligations.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
As at March 31, 2021, the Company was in compliance
with all of its contractual obligations for its loans and financing.
(a) Provision changes
|
Balance as at December 31, 2019
|
Effect of changes in foreign exchange rates
|
Additions
|
Provisions used
|
Provisions reversed
|
Balance as at December 31, 2020
|
|
|
|
|
|
|
|
Provision for disputes and litigations
|
|
|
|
|
|
|
Taxes on sales
|
182,339
|
204
|
49,303
|
(17,178)
|
(30,472)
|
184,196
|
Labor
|
120,127
|
(133)
|
173,969
|
(142,187)
|
(21,934)
|
129,842
|
Civil
|
64,023
|
(788)
|
167,280
|
(132,175)
|
(11,484)
|
86,856
|
Other taxes
|
105,907
|
991
|
58,158
|
(8,045)
|
(399)
|
156,612
|
Total provision for disputes and litigations
|
472,396
|
274
|
448,710
|
(299,585)
|
(64,289)
|
557,506
|
|
|
|
|
|
|
|
Restructuring
|
8,609
|
2,918
|
7,128
|
-
|
(4,163)
|
14,492
|
|
|
|
|
|
|
|
Total provisions
|
481,005
|
3,192
|
455,838
|
(299,585)
|
(68,452)
|
571,998
|
|
Balance as at December 31, 2020
|
Effect of changes in foreign exchange rates
|
Additions
|
Provisions used
|
Provisions reversed
|
Balance as at March 31, 2021
|
|
|
|
|
|
|
|
Provision for disputes and litigations
|
|
|
|
|
|
|
Taxes on sales
|
184,196
|
-
|
5,021
|
(4,755)
|
(2,646)
|
181,816
|
Labor
|
129,842
|
625
|
31,840
|
(29,281)
|
(2,581)
|
130,445
|
Civil
|
86,856
|
2,093
|
11,384
|
(2,107)
|
(87)
|
98,139
|
Other taxes
|
156,612
|
4,727
|
3,769
|
(3,570)
|
(915)
|
160,623
|
Total provision for disputes and litigations
|
557,506
|
7,445
|
52,014
|
(39,713)
|
(6,229)
|
571,023
|
|
|
|
|
|
|
|
Restructuring
|
14,492
|
1,373
|
-
|
(2,810)
|
-
|
13,055
|
|
|
|
|
|
|
|
Total provisions
|
571,998
|
8,818
|
52,014
|
(42,523)
|
(6,229)
|
584,078
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
03/31/2021
|
|
Current
|
Non-current
|
Provision for disputes and litigations
|
|
|
Taxes on sales
|
52.287
|
129.529
|
Labor
|
31.791
|
98.654
|
Civil
|
23.622
|
74.517
|
Other taxes
|
21.626
|
138.997
|
Total provision for disputes and litigations
|
129.326
|
441.697
|
|
|
|
Restructuring
|
9.323
|
3.732
|
|
|
|
Total provisions
|
138.649
|
445.429
|
The expected settlement of provisions
was based on management’s best estimate at the balance sheet date.
(c) Main lawsuits with a probable likelihood
of loss:
(c.1) 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. Such proceedings include, among
others, tax offsetting, credits and judicial injunctions exempting the Company from the payment of the respective taxes.
(c.2) 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.
(c.3) Civil
The Company is 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.
The processes representing possible probabilities are disclosed in Note
24 - Contingencies.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
(a) Capital stock
|
|
03/31/2021
|
|
|
03/31/2020
|
|
Thousands of common shares
|
Thousands of Real
|
|
Thousands of common shares
|
Thousands of Real
|
Beginning balance
|
15,735,118
|
57,899,073
|
|
15,733,575
|
57,866,759
|
Capital increase (i)
|
4,125
|
74,801
|
|
1,543
|
32,314
|
Final balance (ii)
|
15,739,243
|
57,973,874
|
|
15,735,118
|
57,899,073
|
(i) Capital increase related to the issue of shares.
(ii) The capital stock is fully subscribed and paid up.
(b) Capital reserves
|
Capital Reserves
|
|
|
Treasury shares
|
Share Premium
|
Other capital reserves
|
Share-based Payments
|
Total
|
At January 1, 2020
|
(955,135)
|
53,662,811
|
700,898
|
1,402,888
|
54,811,462
|
Capital Increase
|
-
|
-
|
-
|
(32,314)
|
(32,314)
|
Purchase of shares and results from treasury shares
|
(2,150)
|
-
|
-
|
-
|
(2,150)
|
Share-based payments
|
-
|
-
|
-
|
50,529
|
50,529
|
At March 31, 2020
|
(957,285)
|
53,662,811
|
700,898
|
1,421,103
|
54,827,527
|
|
Capital Reserves
|
|
|
Treasury shares
|
Share Premium
|
Other capital reserves
|
Share-based Payments
|
Total
|
At January 1, 2021
|
(941,637)
|
53,662,811
|
700,898
|
1,563,439
|
54,985,511
|
Capital Increase
|
-
|
-
|
-
|
(74,333)
|
(74,333)
|
Purchase of shares and results from treasury shares
|
(32,061)
|
-
|
-
|
-
|
(32,061)
|
Share-based payments
|
-
|
-
|
-
|
98,639
|
98,639
|
At March 31, 2021
|
(973,698)
|
53,662,811
|
700,898
|
1,587,745
|
54,977,756
|
(b.1) Purchase of shares and result of treasury shares
Treasury shares represent the Company’s
own issued shares reacquired by the Company, and the results of treasury shares related to gains and losses on share-based payment transactions
and others.
The changes in treasury shares are as follow:
|
Acquisition /realization of shares
|
|
Result on Treasury Shares
|
|
Total Treasury Shares
|
|
Thousands of shares
|
|
Thousands of Brazilian Reais
|
|
Thousands of shares
|
|
Thousands of Brazilian Reais
|
|
|
|
|
At January 1, 2020
|
3,622
|
|
(68,017)
|
|
(887,118)
|
|
(955,135)
|
Changes during the year
|
(1,590)
|
|
30,953
|
|
(33,103)
|
|
(2,150)
|
At March 31, 2020
|
2,032
|
|
(37,064)
|
|
(920,221)
|
|
(957,285)
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
Acquisition /realization of shares
|
|
Result on Treasury Shares
|
|
Total Treasury Shares
|
|
Thousands of shares
|
|
Thousands of Brazilian Reais
|
|
Thousands of shares
|
|
Thousands of Brazilian Reais
|
|
|
|
|
At January 1, 2021
|
203
|
|
(3,045)
|
|
(938,592)
|
|
(941,637)
|
Changes during the year
|
2,027
|
|
(31,372)
|
|
(689)
|
|
(32,061)
|
At March 31, 2021
|
2,230
|
|
(34,417)
|
|
(939,281)
|
|
(973,698)
|
(b.2) Share premium
The share premium refers to the difference
between the subscription price that the shareholders paid for the shares and their nominal value. Since this is a capital reserve, it
can only be used to increase capital, offset losses, or redeem, re-emburse or repurchase shares.
(b.3) 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$105,142 on March 31, 2021 (R$51,797 at March 31, 2020) (Note 21 - Share-based payments).
(c) Net income reserves
|
Net income reserves
|
|
|
Investments reserve
|
Statutory reserve
|
Fiscal incentive
|
Total
|
At January 1, 2020
|
10,798,106
|
4,456
|
10,071,706
|
20,874,268
|
|
|
|
|
|
At March 31, 2020
|
10,798,106
|
4,456
|
10,071,706
|
20,874,268
|
|
Net income reserves
|
|
|
Investments reserve
|
Statutory reserve
|
Fiscal incentive
|
Total
|
At January 1, 2021
|
14,511,147
|
4,456
|
11,404,458
|
25,920,061
|
|
|
|
|
|
At March 31, 2021
|
14,511,147
|
4,456
|
11,404,458
|
25,920,061
|
There was no change in net income reserves in the first quarter of
2020 and 2021.
(c.1) Investments reserve
From the net income after applicable deductions,
there will be a target allocation of no more than 60% of the adjusted net profit to the investment reserve, to be used to support future
investments.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
(c.2) Statutory reserve
From the net income, 5% will be applied
before any other allocation, to the statutory reserve, which cannot exceed 20% of the capital stock. The Company is not required to supplement
the statutory reserve for the year when the balance of this reserve, plus the amount of the capital reserves, exceeds 30% of the capital
stock.
(c.3) Tax incentives
The Company has tax incentives under certain
state and federal industrial development programs in the form of financing, the deferred payment of taxes or partial reductions in the
amount due. These programs aim to generate employment, promote regional decentralization, complement and diversify the industrial base
of the States. In these states, the grace periods, use and reductions are set out under the tax law.
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:
|
03/31/2021
|
03/31/2020
|
ICMS (brazilian state value-added tax)
|
398,479
|
404,985
|
Income tax
|
43,188
|
15,136
|
|
441,667
|
420,121
|
(c.4) Interest on shareholders’
equity / Dividends
Brazilian companies are permitted to distribute
the interest attributed to shareholders’ equity calculated based on the long-term interest rate (“TJLP”), with such
interest being tax-deductible, in accordance with the applicable law and, when distributed, may be considered part of the minimum mandatory
dividends.
As determined by its by-laws, the Company
is required to distribute to its shareholders, as a minimum mandatory dividend in respect of each fiscal year ending December 31, an amount
of not less than 40% of its net income determined under Brazilian law, adjusted in accordance with the applicable law, unless the payment
of such amount would be incompatible with Ambev’s financial situation. The minimum mandatory dividend includes amounts paid as interest
on shareholders’ equity.
There was no payment of dividends or interest
on shareholders' equity in the tree-month period ended March 31, 2020 and March 31, 2021.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
(d) Carrying value adjustments
|
Carrying value adjustments
|
|
|
Translation reserves
|
Cash flow hedge
|
Actuarial gains/ (losses)
|
Options granted on subsidiaries
|
Gains/(losses) of non-controlling interest's share
|
Business combination
|
Accounting adjustments for transactions between shareholders
|
Total
|
At January 1, 2020
|
3,583,386
|
644,965
|
(1,220,882)
|
(120,083)
|
84,434
|
156,091
|
(75,402,375)
|
(72,274,464)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
Gains/(losses) on the translation of foreign operations
|
7,103,805
|
-
|
-
|
-
|
-
|
-
|
-
|
7,103,805
|
Cash flow hedges
|
-
|
543,944
|
-
|
-
|
-
|
-
|
-
|
543,944
|
Actuarial gains/(losses)
|
-
|
-
|
(4,698)
|
-
|
-
|
-
|
-
|
(4,698)
|
Total Comprehensive income
|
7,103,805
|
543,944
|
(4,698)
|
-
|
-
|
-
|
-
|
7,643,051
|
Gains/(losses) of controlling interest
|
-
|
-
|
-
|
-
|
(756)
|
-
|
-
|
(756)
|
Tax on deemed dividends
|
-
|
-
|
-
|
-
|
(772)
|
-
|
-
|
(772)
|
At March 31, 2020
|
10,687,191
|
1,188,909
|
(1,225,580)
|
(120,083)
|
82,906
|
156,091
|
(75,402,375)
|
(64,632,941)
|
|
Carrying value adjustments
|
|
|
Translation reserves
|
Cash flow hedge
|
Actuarial gains/ (losses)
|
Options granted on subsidiaries
|
Gains/(losses) of non-controlling interest's share
|
Business combination
|
Accounting adjustments for transactions between shareholders
|
Total
|
At January 1, 2021
|
11,076,439
|
744,441
|
(1,473,230)
|
(4,783)
|
(73,777)
|
156,091
|
(75,414,198)
|
(64,989,017)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
Gains/(losses) on the translation of foreign operations
|
4,340,712
|
-
|
-
|
-
|
-
|
-
|
-
|
4,340,712
|
Cash flow hedges
|
-
|
655,880
|
-
|
-
|
-
|
-
|
-
|
655,880
|
Actuarial gains/(losses)
|
-
|
-
|
(56,230)
|
-
|
-
|
-
|
-
|
(56,230)
|
Total Comprehensive income
|
4,340,712
|
655,880
|
(56,230)
|
-
|
-
|
-
|
-
|
4,940,362
|
Gains/(losses) of controlling interest
|
-
|
-
|
-
|
-
|
382
|
-
|
-
|
382
|
At March 31, 2021
|
15,417,151
|
1,400,321
|
(1,529,460)
|
(4,783)
|
(73,395)
|
156,091
|
(75,414,198)
|
(60,048,273)
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
(d.1) Translation reserves
The translation reserves comprise all
foreign currency exchange differences arising from the translation of the financial statements with a functional currency different to
the Real.
The translation reserves also comprise the portion
of the gain or loss on the foreign currency liabilities and on the derivative financial instruments determined to be effective net investment
hedges.
(d.2) Cash flow hedge reserves
The hedging reserves represent the effective
portion of the cumulative net change in the fair value of cash flow hedges to the extent that the hedged risk has not yet impacted profit
or loss (for additional information, see Note 22 - Financial instruments and risks).
(d.3) Actuarial gains and losses
Actuarial gains and losses include expectations
regarding future pension plan obligations. Consequently, the results of actuarial gains and losses are recognized on a timely basis considering
the best estimates available to Management. Accordingly, the Company recognizes the results of these estimated actuarial gains and losses,
on a monthly basis, based on the expectations presented in the independent actuarial report.
In March, 2021, an actuarial loss of R$56,940
arising from deficit on the defined benefits plan was fully recorded under actuarial gains and losses as a counterpart to the balance
receivable originally recorded. There were no actuarial gains or losses arising from surplus or deficit in 2020.
(d.4) Accounting
adjustments for transactions between shareholders
As determined by IFRS 10, any difference between
the amount paid (fair value) for the acquisition of a non-controlling interest and the carrying amount of such non-controlling interest
shall be recognized directly in the controlling shareholders’ equity. The acquisition of the non-controlling interest related to
Former Ambev, the abovementioned adjustment was recognized in Carrying value adjustments when applicable.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
(a)
|
Reportable segments – three-month period ended in:
|
|
Brazil
|
CAC (i)
|
Latin America - South (ii)
|
Canada
|
Consolidated
|
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
03/31/2020
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
8,225,294
|
6,525,145
|
2,159,507
|
1,424,426
|
4,192,524
|
3,120,181
|
2,062,436
|
1,532,845
|
16,639,761
|
12,602,597
|
Cost of sales
|
(3,981,483)
|
(2,950,072)
|
(1,015,443)
|
(678,366)
|
(2,103,728)
|
(1,414,620)
|
(844,676)
|
(600,131)
|
(7,945,330)
|
(5,643,189)
|
Gross profit
|
4,243,811
|
3,575,073
|
1,144,064
|
746,060
|
2,088,796
|
1,705,561
|
1,217,760
|
932,714
|
8,694,431
|
6,959,408
|
Distribution expenses
|
(1,069,112)
|
(1,018,005)
|
(209,541)
|
(153,968)
|
(469,921)
|
(366,246)
|
(381,019)
|
(313,094)
|
(2,129,593)
|
(1,851,313)
|
Sales and marketing expenses
|
(709,406)
|
(827,626)
|
(160,677)
|
(150,935)
|
(325,764)
|
(323,389)
|
(249,193)
|
(253,589)
|
(1,445,040)
|
(1,555,539)
|
Administrative expenses
|
(789,386)
|
(406,607)
|
(110,359)
|
(51,190)
|
(201,554)
|
(120,796)
|
(132,760)
|
(86,753)
|
(1,234,059)
|
(665,346)
|
Other operating income/(expenses)
|
191,580
|
162,468
|
35
|
5,320
|
(4,673)
|
16,650
|
(9,002)
|
(13,169)
|
177,940
|
171,269
|
Exceptional items
|
(18,761)
|
(12,387)
|
(16,867)
|
(3,781)
|
(35,302)
|
(4,933)
|
(495)
|
(2,974)
|
(71,425)
|
(24,075)
|
Income from operations (EBIT)
|
1,848,726
|
1,472,916
|
646,655
|
391,506
|
1,051,582
|
906,847
|
445,291
|
263,135
|
3,992,254
|
3,034,404
|
Net finance costs
|
(390,122)
|
(1,069,031)
|
(49,693)
|
121,582
|
(587,733)
|
(558,555)
|
(36,752)
|
(30,863)
|
(1,064,300)
|
(1,536,867)
|
Share of results of joint ventures
|
(1,600)
|
(1,660)
|
(3,282)
|
212
|
-
|
-
|
(7,664)
|
(5,169)
|
(12,546)
|
(6,617)
|
Income before income tax
|
1,457,004
|
402,225
|
593,680
|
513,300
|
463,849
|
348,292
|
400,875
|
227,103
|
2,915,408
|
1,490,920
|
Income tax expense
|
262,623
|
56,000
|
(190,120)
|
(119,722)
|
(94,865)
|
(106,322)
|
(159,735)
|
(109,624)
|
(182,097)
|
(279,668)
|
Net income
|
1,719,627
|
458,225
|
403,560
|
393,578
|
368,984
|
241,970
|
241,140
|
117,479
|
2,733,311
|
1,211,252
|
|
|
|
|
|
|
|
|
|
|
|
Normalized EBITDA
|
2,558,987
|
2,178,017
|
839,304
|
523,107
|
1,370,791
|
1,168,978
|
558,127
|
362,389
|
5,327,209
|
4,232,491
|
Exceptional items
|
(18,761)
|
(12,387)
|
(16,867)
|
(3,781)
|
(35,302)
|
(4,933)
|
(495)
|
(2,974)
|
(71,425)
|
(24,075)
|
Depreciation. amortization and impairment
|
(691,500)
|
(692,714)
|
(175,782)
|
(127,820)
|
(283,907)
|
(257,198)
|
(112,341)
|
(96,280)
|
(1,263,530)
|
(1,174,012)
|
Net finance cost
|
(390,122)
|
(1,069,031)
|
(49,693)
|
121,582
|
(587,733)
|
(558,555)
|
(36,752)
|
(30,863)
|
(1,064,300)
|
(1,536,867)
|
Share of results of joint ventures
|
(1,600)
|
(1,660)
|
(3,282)
|
212
|
-
|
-
|
(7,664)
|
(5,169)
|
(12,546)
|
(6,617)
|
Income tax expense
|
262,623
|
56,000
|
(190,120)
|
(119,722)
|
(94,865)
|
(106,322)
|
(159,735)
|
(109,624)
|
(182,097)
|
(279,668)
|
Net income
|
1,719,627
|
458,225
|
403,560
|
393,578
|
368,984
|
241,970
|
241,140
|
117,479
|
2,733,311
|
1,211,252
|
|
|
|
|
|
|
|
|
|
|
|
Normalized EBITDA margin as a %
|
31.1%
|
33.4%
|
38.9%
|
36.7%
|
32.7%
|
37.5%
|
27.1%
|
23.6%
|
32.0%
|
33.6%
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment
|
963,353
|
1,104,508
|
109,053
|
109,240
|
182,311
|
101,412
|
72,618
|
31,159
|
1,327,335
|
1,346,319
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
(continued)
|
Brazil
|
CAC (i)
|
Latin America - South (ii)
|
Canada
|
Consolidated
|
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
49,859,034
|
48,970,286
|
15,348,895
|
13,521,469
|
18,934,440
|
17,211,235
|
18,721,640
|
16,487,918
|
102,864,009
|
96,190,908
|
Intersegment elimination
|
|
|
|
|
|
|
|
|
(2,484,596)
|
(2,187,599)
|
Non-segmented assets
|
|
|
|
|
|
|
|
|
33,038,418
|
31,193,270
|
Total assets
|
|
|
|
|
|
|
|
|
133,417,831
|
125,196,579
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
22,553,945
|
25,032,608
|
4,742,167
|
4,114,212
|
5,840,017
|
5,156,535
|
6,590,193
|
6,256,608
|
39,726,322
|
40,559,963
|
Intersegment elimination
|
|
|
|
|
|
|
|
|
(2,484,895)
|
(2,187,353)
|
Non-segmented liabilities
|
|
|
|
|
|
|
|
|
96,176,404
|
86,823,969
|
Total liabilities
|
|
|
|
|
|
|
|
|
133,417,831
|
125,196,579
|
(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.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
(b)
|
Additional information - by business unit:
|
|
Brazil
|
|
Beer
|
Soft drink and
Non-alcoholic and
non-carbonated
|
Total
|
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
03/31/2020
|
03/31/2021
|
03/31/2020
|
|
|
|
|
|
|
|
Net sales
|
7,124,812
|
5,454,627
|
1,100,482
|
1,070,518
|
8,225,294
|
6,525,145
|
Cost of sales
|
(3,401,491)
|
(2,401,356)
|
(579,992)
|
(548,716)
|
(3,981,483)
|
(2,950,072)
|
Gross profit
|
3,723,321
|
3,053,271
|
520,490
|
521,802
|
4,243,811
|
3,575,073
|
Distribution expenses
|
(891,668)
|
(824,826)
|
(177,444)
|
(193,179)
|
(1,069,112)
|
(1,018,005)
|
Sales and marketing expenses
|
(641,327)
|
(747,281)
|
(68,079)
|
(80,345)
|
(709,406)
|
(827,626)
|
Administrative expenses
|
(679,847)
|
(348,030)
|
(109,539)
|
(58,577)
|
(789,386)
|
(406,607)
|
Other operating income/(expenses)
|
152,251
|
130,853
|
39,329
|
31,615
|
191,580
|
162,468
|
Exceptional items
|
(18,716)
|
(12,387)
|
(45)
|
-
|
(18,761)
|
(12,387)
|
Income from operations (EBIT)
|
1,644,014
|
1,251,600
|
204,712
|
221,316
|
1,848,726
|
1,472,916
|
Net finance costs
|
(390,122)
|
(1,069,031)
|
-
|
-
|
(390,122)
|
(1,069,031)
|
Share of results of joint ventures
|
(1,600)
|
(1,660)
|
-
|
-
|
(1,600)
|
(1,660)
|
Income before income tax
|
1,252,292
|
180,909
|
204,712
|
221,316
|
1,457,004
|
402,225
|
Income tax expense
|
262,623
|
56,000
|
-
|
-
|
262,623
|
56,000
|
Net income
|
1,514,915
|
236,909
|
204,712
|
221,316
|
1,719,627
|
458,225
|
|
|
|
|
|
|
|
Normalized EBITDA
|
2,263,908
|
1,866,250
|
295,079
|
311,767
|
2,558,987
|
2,178,017
|
Exceptional items
|
(18,716)
|
(12,387)
|
(45)
|
-
|
(18,761)
|
(12,387)
|
Depreciation. amortization and impairment
|
(601,178)
|
(602,263)
|
(90,322)
|
(90,451)
|
(691,500)
|
(692,714)
|
Net finance cost
|
(390,122)
|
(1,069,031)
|
-
|
-
|
(390,122)
|
(1,069,031)
|
Share of results of joint ventures
|
(1,600)
|
(1,660)
|
-
|
-
|
(1,600)
|
(1,660)
|
Income tax expense
|
262,623
|
56,000
|
-
|
-
|
262,623
|
56,000
|
Net income
|
1,514,915
|
236,909
|
204,712
|
221,316
|
1,719,627
|
458,225
|
|
|
|
|
|
|
|
Normalized EBITDA margin as a %
|
31.8%
|
34.2%
|
26.8%
|
29.1%
|
31.1%
|
33.4%
|
Reconciliation between gross sales and net sales:
|
03/31/2021
|
03/31/2020
|
Gross sales and/or services
|
24,544,855
|
18,742,618
|
Excise duty
|
(5,036,196)
|
(3,939,979)
|
Discounts
|
(2,868,898)
|
(2,200,042)
|
|
16,639,761
|
12,602,597
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
17.
|
OTHER OPERATING INCOME / (EXPENSES)
|
|
03/31/2021
|
03/31/2020
|
Government grants/NPV of long-term fiscal incentives
|
171,638
|
156,556
|
(Additions)/reversals of provisions
|
(8,980)
|
(2,550)
|
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates
|
12,667
|
15,951
|
Other operating income/(expenses), net
|
2,615
|
1,312
|
|
177,940
|
171,269
|
Government grants are not recognized until there
is reasonable assurance that the Company will meet the respective conditions and that the grants will be received. Government grants are
systematically recognized in income during the periods when the Company recognizes as expenses the related costs that the grants are intended
to offset.
|
03/31/2021
|
03/31/2020
|
Restructuring (i)
|
(39,185)
|
(13,880)
|
COVID-19 impacts (ii)
|
(31,051)
|
(10,195)
|
Effect of application of IAS 29 (hyperinflation)
|
(1,189)
|
-
|
|
(71,425)
|
(24,075)
|
(i) The restructuring expenses recognized refer mainly
to the realignment of the structures and processes in the Latin America geographical segment, CAC and Brazil.
(ii) COVID-19 expenses refer to (a) additional
administrative expenses to ensure the safety of our people (increased frequency of cleaning at our facilities, providing alcohol gel and
masks for our employees); (b) donations; (c) Company initiatives providing support for some customer ecosystems, which were necessary
due to the COVID-19 pandemic.
|
19.
|
FINANCE EXPENSES AND INCOME
|
|
03/31/2021
|
03/31/2020
|
Interest expense
|
(334,589)
|
(426,471)
|
Net Interest on pension plans
|
(27,827)
|
(25,563)
|
Losses on hedging instruments and exclusive investment funds (i)
|
(770,864)
|
(945,408)
|
Interest on provision for disputes and litigation
|
(17,730)
|
(16,274)
|
Exchange variations
|
(178,421)
|
(195,622)
|
Interest and foreign exchange rate on loans to/from related parties
|
-
|
(8,608)
|
Financial instruments at fair value through profit or loss
|
-
|
(2,133)
|
Tax on financial transactions
|
(11,369)
|
(86,603)
|
Bank guarantee expenses
|
(30,914)
|
(35,834)
|
Other financial results
|
(72,681)
|
(40,127)
|
|
(1,444,395)
|
(1,782,643)
|
(i) The variation refers, for the most part, to
the equity swap, which changes according to the changes in share price.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Interest expenses are presented net of the effects
of interest rate derivative financial instruments which mitigate Ambev’s interest rate risk (Note 22 - Financial instruments
and risks). The interest expenses are as follow:
|
03/31/2021
|
03/31/2020
|
Financial instruments measured at amortized cost
|
(190,744)
|
(116,103)
|
Financial instruments at fair value through profit or loss
|
(143,845)
|
(310,368)
|
|
(334,589)
|
(426,471)
|
|
03/31/2021
|
03/31/2020
|
Interest income
|
107,353
|
147,575
|
Interest and foreign exchange rate on loans to/from related parties
|
12,992
|
-
|
Other financial results
|
7,957
|
18,060
|
|
128,302
|
165,635
|
|
|
|
Effect of application of IAS 29 (hyperinflation)
|
251,793
|
80,141
|
|
380,095
|
245,776
|
Interest income arises from the following financial assets:
|
03/31/2021
|
03/31/2020
|
Cash and cash equivalents
|
52,008
|
84,000
|
Investment securities held for trading
|
9,697
|
124
|
Other receivables (i)
|
45,648
|
63,451
|
|
107,353
|
147,575
|
(i) Mainly related to monetary adjustments related
to the exclusion of ICMS (VAT tax) from the basis of PIS and COFINS calculation, more details in Note 24 - Contingencies.
|
20.
|
INCOME TAX AND SOCIAL CONTRIBUTION
|
Income taxes reported in the income statement are analyzed
as follow:
|
03/31/2021
|
03/31/2020
|
Income tax expense - current
|
(515,992)
|
(295,033)
|
|
|
|
Deferred tax expense on temporary differences
|
343,539
|
(128,782)
|
Deferred tax over taxes losses carryforwards movements in the current period
|
(9,644)
|
144,147
|
Total deferred tax (expense)/income
|
333,895
|
15,365
|
|
|
|
Total income tax expenses
|
(182,097)
|
(279,668)
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The reconciliation between the weighted nominal tax rate and
the effective tax rate is summarized as follows:
|
03/31/2021
|
03/31/2020
|
Profit before tax
|
2,915,408
|
1,490,920
|
Government grants related to sales taxes
|
(398,479)
|
(404,985)
|
Share of result of joint ventures
|
12,546
|
6,617
|
Non-deductible expenses
|
15,522
|
12,006
|
Worldwide Taxation
|
(80,802)
|
(34,081)
|
|
2,464,195
|
1,070,477
|
Aggregated weighted nominal tax rate
|
28.31%
|
29.35%
|
Taxes payable – nominal rate
|
(697,582)
|
(314,167)
|
Adjustment on tax expense
|
|
|
Income tax Incentives
|
43,188
|
15,136
|
Deductible interest on shareholders' equity
|
592,679
|
141,389
|
Tax savings from goodwill amortization
|
19,366
|
19,366
|
Withholding income tax
|
(288,996)
|
(241,628)
|
Recognition/(write-off) of deferred charges on tax losses
|
(52,361)
|
(46,070)
|
Effect of application of IAS 29 (hyperinflation)
|
(14,404)
|
(19,553)
|
Others with reduced taxation
|
216,013
|
165,859
|
Income tax and social contribution expense
|
(182,097)
|
(279,668)
|
Effective tax rate
|
6.25%
|
18.76%
|
The main events that impacted the effective tax
rate for the period were:
|
·
|
Government subsidy for sales taxes: for regional incentives, these
are related primarily to local production, and, when reinvested, are not subject to income tax and social contribution purposes, which
explains the impact on the effective tax rate. The amount above is impacted by fluctuations in the volume, price and any eventual increases
in State VAT (“ICMS”).
|
|
·
|
Complement of income tax on foreign subsidiaries due in Brazil: shows the
result of the calculation of universal taxation of profits, according to the regulations of Law 12,973/14.
|
|
·
|
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 increase
in the amount in 2021 is mainly due to the exchange rate variation of the balances held in liabilities.
|
|
·
|
Deductible interest on shareholders’ equity: under Brazilian law,
companies have an option to remunerate its shareholders’ through the payment of Interest on Capital (“IOC”), which is
deductible for income tax purposes.
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
There are different stock option and share-based
payment programs which allow the employees and senior management of the Company and its subsidiaries to acquire (through the exercise
of stock options) or receive shares in the Company. For all stock option programs, the fair value of the shares is estimated as at the
option grant date, using the “Hull Binomial” pricing model, adjusted to reflect the IFRS 2 requirement that assumptions regarding
forfeiture before the end of the vesting period cannot impact the fair value of the option.
This current model of stock options, ruled
by the Stock Option Plan of the Company (“Stock Option Plan”), includes two types of grants: (I) Grant 1- the beneficiary,
depending on the case, can be allocated 30%, 40%, 60%, 70% or 100% of the amount related to the profit share received by them during
the year, to the immediate exercise of options, thus acquiring the corresponding shares of the Company, which are transferred to third
parties, or the Company will only be allowed after the five-year period from the option exercise date; and (II) Grant 2 - the beneficiary
may exercise the options after a five-year grace period, and for a period of five years.
In addition, the Company has implemented
a Share-Based Payment Plan (“Share-Based Plan”) under which certain employees and members of the management of the Company
or its subsidiaries are eligible to receive shares in the Company including in the form of ADRs. The shares that are subject to the Share-Based
Plan are designated as "restricted shares".
Additionally, as a means of creating a
long term incentive (wealth incentive) for certain senior employees and members of management, considered as having “high potential,”
the Company grants, under the Share-Based Plan, shares to be delivered in the future divided into two separate lots - Lot A and Lot B,
which will be delivered to the participants in the relevant program, subject to maturity periods of five and ten years, respectively.
The weighted average fair value of the
options and assumptions used to apply the Company’s option pricing model for 2021 and 2020 was as follows:
In R$
|
03/31/2021
|
(i)
|
12/31/2020
|
(i)
|
|
|
|
|
|
Fair value of options granted
|
-
|
|
4.04
|
|
Share price
|
-
|
|
18.05
|
|
Exercise price
|
-
|
|
18.05
|
|
Expected volatility
|
-
|
|
22.3%
|
|
Vesting year
|
-
|
|
5
|
|
Expected dividends
|
5%
|
|
5%
|
|
Risk-free interest rate
|
-
|
(ii)
|
6.8%
|
(ii)
|
(i)
Information based on weighted average plans granted, except for the expected dividends and risk-free
interest rate.
(ii) The percentages include the grants of stock
options and ADRs during the period, with the risk-free interest rate of ADRs are calculated in U.S. Dollar.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The total number of outstanding options
developed was as follows:
Thousand options
|
03/31/2021
|
|
12/31/2020
|
|
|
|
|
Options outstanding at January 1st
|
127,265
|
|
141,736
|
Options issued during the period
|
-
|
|
22
|
Options exercised during the period
|
(38)
|
|
(5,730)
|
Options forfeited during the period
|
(2,290)
|
|
(8,763)
|
Options outstanding at the end of the period
|
124,937
|
|
127,265
|
The range of exercise prices of the outstanding
options is from R$11.97 (R$11.97 in 2020) to R$46.08 (R$43.95 in 2020) and the weighted average remaining contractual life is approximately
6.41 years (6.43 years in 2020).
Of the 124,937 thousand outstanding options (127,265
thousand in 2020), 51,670 thousand options were vested in 2021 (36,459 thousand in 2020).
The weighted average exercise price of the options is as follows:
In R$ per share
|
03/31/2021
|
|
12/31/2020
|
|
|
|
|
Options outstanding at January 1st
|
19.81
|
|
18.53
|
Options issued during the period
|
-
|
|
18.05
|
Options forfeited during the period
|
18.17
|
|
22.96
|
Options exercised during the period
|
11.97
|
|
8.30
|
Options outstanding at the end of the period
|
20.03
|
|
19.81
|
Options exercisable at the end of the period
|
22.60
|
|
23.70
|
For the options exercised during the period ended
March 31, 2021, the weighted average share price as at the exercise date was R$15.59 (R$15.23 in December 31, 2020).
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.
During the period, the Company granted
30 thousand deferred shares under the stock option plan (153 thousand deferred shares in 2020) which are valued based on the share price
for the trading session immediately prior to the grant, which represents a fair value of R$462 in 2021 (R$2,401 in 2020). Such deferred
shares are subject to a grace period of five years from the grant date.
During the period, the Company granted
2,008 thousand restricted shares under the Share-Based Plan (21,066 thousand in 2020), which are valued based on the share price of the
trading session immediately prior to the granting
of the shares, representing a fair value of approximately R$28,450 in 2021 (R$315,399 in 2020). Such restricted share units are subject
to a grace period which can vary from three to five years counted from the grant date.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Stated below is the total number of shares
purchased by or granted to employees, as the case may be, under the Stock Option Plan and Share-Based Plan which will be delivered
in the future based on the fulfilment of certain conditions (deferred stock and restricted shares):
Thousand deferred shares
|
03/31/2021
|
|
12/31/2020
|
|
|
|
|
Deferred shares outstanding at January 1st
|
6,065
|
|
7,926
|
New deferred shares during the period
|
30
|
|
153
|
Deferred shares granted during the period
|
(4,010)
|
|
(1,901)
|
Deferred shares forfeited during the period
|
(20)
|
|
(113)
|
Deferred shares outstanding at the end of the period
|
2,065
|
|
6,065
|
Thousand restricted shares
|
03/31/2021
|
|
12/31/2020
|
|
|
|
|
Restricted shares outstanding at January 1st
|
43,458
|
|
23,836
|
New restricted shares during the period
|
2,008
|
|
21,066
|
Restricted shares granted during the period
|
-
|
|
-
|
Restricted shares forfeited during the period
|
(747)
|
|
(1,444)
|
Restricted shares outstanding at the end of the period
|
44,719
|
|
43,458
|
Additionally,
certain employees and managers of the Company received options to acquire AB-Inbev shares, the compensation costs of which are recognized
in the income statement against equity.
The transactions with share-based payments
described above generated an expense of R$105,960 on March 31, 2021 (R$37,697 on March 31, 2020), recorded as administrative expenses.
|
22.
|
FINANCIAL INSTRUMENTS AND RISKS
|
Risk factors
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 (the “Policy”).
The Company’s use of derivatives strictly
follows the Financial Risk Management Policy approved by the Board of Directors. The policy is intended to provide guidelines for the
management of the financial risks inherent to the capital markets in which Ambev operates. The policy includes four main aspects: (i) capital structure; financing
and liquidity; (ii) transactional risks related to the business; (iii) financial statement translation risk; and (iv) credit risks of
financial counterparties.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The policy establishes that all the financial
assets and liabilities in each country in which Ambev operates must be denominated in their respective local currencies. The policy also
sets out the procedures and controls required to identify, measure and minimize market risks, such as variations in foreign exchange rates,
interest rates and commodities (mainly aluminum, wheat, corn and sugar) that may affect Ambev’s revenue, costs and/or investment
amounts. The policy states that all of the known risks (e.g. foreign currency and interest) shall be hedged by contracting derivative
financial instruments. Existing risks which are not yet recorded (e.g. future contracts for the purchase of raw materials or property,
plant and equipment) shall be mitigated using projections for the period required for the Company to adapt to the new costs scenario,
which may vary from ten to fourteen months, also through the use of derivative financial instruments. Most translation risks are not hedged.
Any exceptions to the policy must be approved by the Board of Directors.
Derivative financial instruments
The derivative financial instruments authorized
under the Financial Risk Management Policy include futures contracts traded on exchanges, full deliverable forwards, non-deliverable forwards,
swaps and options. At March 31, 2021, the Company and its subsidiaries had no target forwards, swaps with currency verification, or any
other derivative transactions representing a risk level above the nominal value of the contracts. The derivative operations are managed
on a consolidated basis and classified based on the strategy according to their purposes, as follows:
i) Cash flow hedge derivative instruments - Highly
probable forecast transactions contracted to minimize the Company's exposure to fluctuations in exchange rates and the prices of raw materials,
investments, equipment and services to be procured, protected by cash flow hedges that shall occur at various different dates over the
next fourteen months. Gains and losses classified as hedging reserves in equity are recognized in the income statement in the period or
periods during which the forecast and hedged transaction affects the income statement.
ii) Fair value hedge derivative instruments - operations
contracted for the purpose of mitigating the Company’s net indebtedness against foreign exchange and interest rate risk. Net cash
positions and foreign currency debts are continually assessed to identify new indications of exposure.
The results of these operations, measured according
to their fair value, are recognized in financial results.
iii) Net investment hedge derivative instruments
- transactions entered into to minimize the exposure to exchange differences arising from the conversion of net investments in the Company's
subsidiaries located abroad for the purpose of translating
the account balance. The effective portion of the hedge is allocated to equity, while the ineffective portion is recorded directly in
the financial income statement when identified.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The following tables summarize the exposure of the
Company identified and protected in accordance with the Company's Risk Policy. The following classifications have been applied:
Operational hedges: Refers to exposure arising from
the core business of the Company, such as purchases of inputs, purchases of fixed assets and service contracts linked to foreign currency,
which are protected using derivatives.
Financial hedge: Refers to exposure arising from cash
and financing activities, such as foreign currency cash and foreign currency debt, which is protected t using derivatives.
Investment hedges abroad: Refers mainly to exposure
arising from cash held in foreign currency in foreign subsidiaries, with a functional currency different from the consolidation currency.
Investment hedge - put options granted on subsidiaries:
As detailed in item IV (d), the Company constituted a liability related to the acquisition of a non-controlling interest of the operations
in the Dominican Republic. This financial instrument is denominated in US Dollars (Tranche A) and Dominican Pesos (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.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Transactions protected by derivative financial instruments in accordance
with the Financial Risk Management Policy
|
|
|
|
|
|
|
|
|
03/31/2021
|
|
|
|
|
|
|
|
Fair Value
|
|
Gain / (Losses)
|
Exposure
|
|
Risk
|
|
|
Notional
|
|
Assets
|
Liability
|
|
Finance Result
|
Operational Result
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
(18,718,097)
|
|
18,444,627
|
|
598,517
|
(476,167)
|
|
(565,405)
|
380,447
|
1,180,937
|
|
|
Commodities
|
(3,866,958)
|
|
3,593,488
|
|
567,760
|
(5,448)
|
|
(40,204)
|
149,074
|
157,425
|
|
|
US Dollars
|
(14,733,745)
|
|
14,733,745
|
|
3,144
|
(465,927)
|
|
(524,149)
|
248,358
|
1,049,036
|
|
|
Euros
|
(50,388)
|
|
50,388
|
|
19,030
|
(2,651)
|
|
(72)
|
1,120
|
(2,170)
|
|
|
Mexican Pesos
|
(67,006)
|
|
67,006
|
|
8,583
|
(2,141)
|
|
(980)
|
(18,105)
|
(23,354)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Assets
|
|
|
(1,153,348)
|
|
1,153,348
|
|
559
|
(50,698)
|
|
(136,798)
|
33,714
|
37,404
|
|
|
US Dollars
|
(1,153,348)
|
|
1,153,348
|
|
559
|
(50,698)
|
|
(136,798)
|
33,714
|
37,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
(361,820)
|
|
361,820
|
|
170
|
(9,070)
|
|
(44,404)
|
13,049
|
65,247
|
|
|
US Dollars
|
(361,820)
|
|
361,820
|
|
170
|
(9,070)
|
|
(44,404)
|
13,049
|
65,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debts
|
|
|
(213,386)
|
|
-
|
|
-
|
-
|
|
-
|
-
|
-
|
|
|
US Dollars
|
(1,709)
|
|
-
|
|
-
|
-
|
|
-
|
-
|
-
|
|
|
Interest rates
|
(211,677)
|
|
-
|
|
-
|
-
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Instrument
|
|
|
(1,645,019)
|
|
796,181
|
|
38,538
|
(6,562)
|
|
(55,339)
|
-
|
-
|
|
|
Stock exchange prices
|
(1,645,019)
|
|
796,181
|
|
38,538
|
(6,562)
|
|
(55,339)
|
-
|
-
|
March 31, 2021
|
|
|
(22,091,670)
|
|
20,755,976
|
|
637,784
|
(542,497)
|
|
(801,946)
|
427,210
|
1,283,588
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
|
|
|
|
|
|
|
|
03/31/2020
|
|
|
|
|
|
|
|
Fair Value
|
|
Gain / (Losses)
|
Exposure
|
|
Risk
|
|
|
Notional
|
|
Assets
|
Liability
|
|
Finance Result
|
Operational Result
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
(15,837,905)
|
|
15,588,464
|
|
364,496
|
(287,838)
|
|
(288,837)
|
314,270
|
1,132,072
|
|
|
Commodities
|
(2,629,145)
|
|
2,379,704
|
|
343,852
|
(7,831)
|
|
(30,129)
|
(20,212)
|
(334,933)
|
|
|
US Dollars
|
(13,087,705)
|
|
13,087,705
|
|
8,728
|
(271,832)
|
|
(260,461)
|
353,600
|
1,455,510
|
|
|
Euros
|
(50,817)
|
|
50,817
|
|
1,942
|
(287)
|
|
(1,923)
|
(521)
|
13,108
|
|
|
Mexican Pesos
|
(70,238)
|
|
70,238
|
|
9,974
|
(7,888)
|
|
3,676
|
(18,597)
|
(1,613)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Assets
|
|
|
(1,042,485)
|
|
1,042,485
|
|
1,733
|
(31,276)
|
|
(98,847)
|
32,031
|
36,645
|
|
|
US Dollars
|
(1,042,485)
|
|
1,042,485
|
|
1,733
|
(31,276)
|
|
(98,847)
|
32,031
|
36,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
(345,832)
|
|
345,832
|
|
473
|
(10,674)
|
|
(481)
|
474
|
178
|
|
|
US Dollars
|
(345,832)
|
|
345,832
|
|
473
|
(10,674)
|
|
(481)
|
474
|
178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debts
|
|
|
(233,216)
|
|
-
|
|
-
|
-
|
|
-
|
-
|
-
|
|
|
US Dollars
|
(4,864)
|
|
-
|
|
-
|
-
|
|
-
|
-
|
-
|
|
|
Interest rates
|
(228,352)
|
|
-
|
|
-
|
-
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Instrument
|
|
|
(1,740,543)
|
|
700,901
|
|
142,634
|
-
|
|
(541,225)
|
-
|
-
|
|
|
Stock Exchange Prices
|
(1,740,543)
|
|
700,901
|
|
142,634
|
-
|
|
(541,225)
|
-
|
-
|
Total
|
|
|
(19,199,981)
|
|
17,677,682
|
|
509,336
|
(329,788)
|
|
(929,390)
|
346,775
|
1,168,895
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
I.
Market risk
a.1) Foreign currency risk
The Company is exposed to foreign currency risk
on borrowings, investments, purchases, dividends and/or interest expenses or income where these are denominated in a currency other than
the functional currency of the subsidiary. The main derivative financial instruments used to manage foreign currency risk are futures
contracts, swaps, options, non-deliverable forwards and full deliverable forwards.
a.2) 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 price purchasing contracts and derivative financial instruments to minimize its exposure to volatility in the commodity prices of
aluminum, sugar, wheat and corn. These derivative financial instruments have been designated as cash flow hedges.
a.3) Interest rate 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, as
well as the Company’s overall business strategy, which is reviewed periodically.
The table below demonstrates the Company’s exposure
related to debts, before and after the application of the interest rate hedging strategy, within the limits established by the risk policy.
As at March 31, 2021, the Company was not applying hedges to the exposure described below:
|
03/31/2021
|
|
Risk
|
|
Interest rate
|
Amount in Brazilian Real
|
Brazilian Reais
|
5.4%
|
3,473,609
|
Argentinean Pesos
|
22.8%
|
3,924
|
Dominican Pesos
|
10.9%
|
102,202
|
Guatemalan Quetzal
|
8.4%
|
16,909
|
Other
|
7.6%
|
59,796
|
Bolivian Pesos
|
5.4%
|
133,996
|
US Dollars
|
4.2%
|
1,709
|
Canadian Dollars
|
3.5%
|
383,053
|
Pre-fixed interest rate
|
|
4,175,198
|
|
|
|
|
|
|
Brazilian Reais
|
3.9%
|
851,963
|
Post fixed interest rate
|
|
851,963
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
12/31/2020
|
|
Risk
|
|
Interest rate
|
Amount in Brazilian Real
|
Brazilian Reais
|
5.4%
|
3,002,394
|
Argentinean Pesos
|
23.3%
|
4,468
|
Dominican Pesos
|
9.8%
|
342,684
|
Guatemalan Quetzal
|
8.4%
|
15,346
|
Other
|
8.1%
|
48,576
|
Bolivian Pesos
|
5.2%
|
178,919
|
US Dollars
|
4.2%
|
4,864
|
Canadian Dollars
|
3.5%
|
342,553
|
Pre-fixed interest rate
|
|
3,939,804
|
|
|
|
|
|
|
Brazilian Reais
|
3.9%
|
852,424
|
Post fixed interest rate
|
|
852,424
|
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, as described below:
1 - Probable scenario: Management’s expectations
regarding the deterioration of each transaction’s main risk factor. To measure the possible effects on the results of derivative
transactions, the Company uses the parametric Value at Risk (“VaR”), a statistical measure developed based on estimates of
standard deviation and correlation between the returns of several risk factors. This model gives in the loss limit expected for an asset
over a certain time period and confidence interval. Under this methodology, we used the potential exposure of each financial instrument,
a range of 95% and a horizon of 21 days after March 31, 2021 for the calculation, which are presented in the model.
2 - Adverse scenario: 25% deterioration in each transaction’s main
risk factor compared to the level observed as at March 31, 2021.
3 - Remote scenario: 50% deterioration in each
transaction’s main risk factor compared to the level observed as at March 31, 2021.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Transaction
|
Risk
|
Fair Value
|
Probable scenario
|
Adverse scenario
|
Remote
scenario
|
|
|
|
|
|
|
Commodities hedge
|
Decrease in commodities price
|
562,312
|
174,508
|
(336,060)
|
(1,234,432)
|
Input purchases
|
(562,312)
|
(145,500)
|
404,428
|
1,371,167
|
Foreign exchange hedge
|
Foreign currency decrease
|
(439,962)
|
(548,720)
|
(4,152,747)
|
(7,865,531)
|
Input purchases
|
439,962
|
548,720
|
4,152,747
|
7,865,531
|
Cost effects
|
|
-
|
29,008
|
68,368
|
136,735
|
|
|
|
|
|
|
Foreign exchange hedge
|
Foreign currency decrease
|
(50,139)
|
(53,366)
|
(338,476)
|
(626,813)
|
Capex Purchases
|
50,139
|
53,366
|
338,476
|
626,813
|
Fixed asset effects
|
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
Foreign exchange hedge
|
Foreign currency decrease
|
(8,900)
|
(10,008)
|
(99,355)
|
(189,810)
|
Expenses
|
8,900
|
10,008
|
99,355
|
189,810
|
Expense effects
|
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
Debt
|
Foreign currency decrease
|
-
|
14
|
427
|
855
|
Interest expenses
|
Increase in interest rate
|
-
|
615
|
9,567
|
17,997
|
Debt effects
|
|
-
|
629
|
9,994
|
18,852
|
|
|
|
|
|
|
Equity Instrument Hedge
|
Stock exchange price decrease
|
31,976
|
(14,106)
|
(167,069)
|
(366,115)
|
Expenses
|
(31,976)
|
54,944
|
379,279
|
790,533
|
Equity effects
|
|
-
|
40,838
|
212,210
|
424,418
|
|
|
-
|
70,475
|
290,572
|
580,005
|
As at March 31, 2021 the Notional and Fair Value amounts per
instrument and maturity were as follow:
|
|
Notional Value
|
Exposure
|
Risk
|
2021
|
2022
|
2023
|
2024
|
>2024
|
Total
|
|
|
|
|
|
|
|
|
Cost
|
|
16,874,978
|
1,569,649
|
-
|
-
|
-
|
18,444,627
|
|
Commodities
|
2,850,729
|
742,759
|
-
|
-
|
-
|
3,593,488
|
|
US Dollars
|
13,927,240
|
806,505
|
-
|
-
|
-
|
14,733,745
|
|
Euros
|
45,991
|
4,397
|
-
|
-
|
-
|
50,388
|
|
Mexican Pesos
|
51,018
|
15,988
|
-
|
-
|
-
|
67,006
|
|
|
|
|
|
|
|
|
Fixed assets
|
|
1,094,636
|
58,712
|
-
|
-
|
-
|
1,153,348
|
|
US Dollars
|
1,094,636
|
58,712
|
-
|
-
|
-
|
1,153,348
|
|
|
|
|
|
|
|
|
Expenses
|
|
347,465
|
14,355
|
-
|
-
|
-
|
361,820
|
|
US Dollars
|
347,465
|
14,355
|
-
|
-
|
-
|
361,820
|
|
|
|
|
|
|
|
|
Equity Instruments
|
|
796,181
|
-
|
-
|
-
|
-
|
796,181
|
|
Stock prices
|
796,181
|
-
|
-
|
-
|
-
|
796,181
|
|
|
19,113,260
|
1,642,716
|
-
|
-
|
-
|
20,755,976
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
|
Fair Value
|
Exposure
|
Risk
|
2021
|
2022
|
2023
|
2024
|
>2024
|
Total
|
|
|
|
|
|
|
|
|
Costs
|
|
121,835
|
515
|
-
|
-
|
-
|
122,350
|
|
Commodities
|
549,979
|
12,333
|
-
|
-
|
-
|
562,312
|
|
US Dollars
|
(451,139)
|
(11,644)
|
-
|
-
|
-
|
(462,783)
|
|
Euros
|
16,379
|
-
|
-
|
-
|
-
|
16,379
|
|
Mexican Pesos
|
6,616
|
(174)
|
-
|
-
|
-
|
6,442
|
|
|
|
|
|
|
|
|
Fixed assets
|
|
(46,621)
|
(3,518)
|
-
|
-
|
-
|
(50,139)
|
|
US Dollars
|
(46,621)
|
(3,518)
|
-
|
-
|
-
|
(50,139)
|
|
|
|
|
|
|
|
|
Expenses
|
|
(8,329)
|
(571)
|
-
|
-
|
-
|
(8,900)
|
|
US Dollars
|
(8,329)
|
(571)
|
-
|
-
|
-
|
(8,900)
|
|
Rupee
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Equity Instruments
|
|
31,976
|
-
|
-
|
-
|
-
|
31,976
|
|
Stock prices
|
31,976
|
-
|
-
|
-
|
-
|
31,976
|
|
|
98,861
|
(3,574)
|
-
|
-
|
-
|
95,287
|
II.
Credit Risk
Concentration of trade receivables credit risk
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 widespread
number of customers and control procedures used to monitor risk. Historically, the Company has not incurred significant losses on receivables
from customers.
Concentration of counterparty credit risk
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.
The selection process for financial institutions
authorized to operate as counterparties of the Company is set forth in the Credit Risk Policy, which also establishes exposure limits
for each counterparty based on each counterparty's risk rating and capitalization.
In order to minimize the credit risk on significant
derivative transactions with its counterparties, the Company has adopted bilateral “trigger” clauses. According to these clauses,
where the fair value of an operation exceeds a certain percentage of its notional value (generally between 10% and 15%), the debtor must
settle the difference in favor of the creditor.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Any deposits or cash available must be
kept in accounts with top tier banks, or banks with a high credit rating in the respective country. Any position of a short-term nature
(less than six months) should be considered as a deposit or cash.
Counterparty risk must be managed by the
Company globally, with product limits established by the treasury area, considering: (i) the counterparty’s credit rating (ii) the
transaction term (iii) the amount; and (iv) the split between assets and liabilities, in the absence of a clearing clause in derivative
contracts.
The counterparty risk is reassessed.
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 March 31, 2021. As at March 31,
2021, there was no concentration of credit risk on any counterparties in excess of the limits established by the Company's risk policy.
III.
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:
·
Debt servicing;
·
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
·
Payments of dividends and interest on shareholders’
equity.
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.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
03/31/2021
|
|
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)
|
31,465,242
|
32,742,807
|
26,107,513
|
2,430,103
|
1,269,309
|
1,296,347
|
1,639,535
|
Secured bank loans
|
2,110,382
|
2,279,024
|
2,005,768
|
69,338
|
52,341
|
50,851
|
100,726
|
Unsecured bank loans
|
1,963
|
2,139
|
2,139
|
-
|
-
|
-
|
-
|
Debentures and Bonds
|
109,032
|
124,888
|
124,888
|
-
|
-
|
-
|
-
|
Unsecured other loans
|
127,852
|
263,237
|
46,638
|
43,321
|
28,912
|
18,556
|
125,810
|
Lease liabilities
|
2,677,932
|
3,202,557
|
686,397
|
655,167
|
484,056
|
671,933
|
705,004
|
|
36,492,403
|
38,614,652
|
28,973,343
|
3,197,929
|
1,834,618
|
2,037,687
|
2,571,075
|
|
12/31/2020
|
|
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)
|
32,353,261
|
33,694,240
|
27,340,481
|
4,015,286
|
272,153
|
424,502
|
1,641,818
|
Secured bank loans
|
2,179,142
|
2,360,153
|
2,038,391
|
82,611
|
61,674
|
51,568
|
125,909
|
Unsecured bank loans
|
247,818
|
271,294
|
270,208
|
1,086
|
-
|
-
|
-
|
Debentures and Bonds
|
108,548
|
124,404
|
124,404
|
-
|
-
|
-
|
-
|
Unsecured other loans
|
135,652
|
307,674
|
52,872
|
42,065
|
31,236
|
19,126
|
162,375
|
Lease liabilities
|
2,121,068
|
2,715,036
|
532,732
|
558,307
|
398,092
|
566,179
|
659,726
|
|
37,145,489
|
39,472,801
|
30,359,088
|
4,699,355
|
763,155
|
1,061,375
|
2,589,828
|
(i) Mainly includes amounts related to suppliers,
taxes, fees and contributions payables, dividends and interest on equity payable, salaries and charges, put options related to our participation
in subsidiaries and other liabilities, except for related parties, with payment term of less than one year.
IV.
Equity price risk
Through the equity swap transactions approved
on December 19, 2019, May 13, 2020 and December 9, 2020 by the Board of Directors of Ambev (see Note 1 - Corporate information),
the Company, or its subsidiaries, will receive price variations related to its shares traded on the stock exchange, or on its ADRs, thus
neutralizing the possible effects of the stock price fluctuations on the share-based payments made by the Company. As these derivative
instruments are not eligible for hedge accounting, they were not therefore allocated to any hedging arrangements.
In March 31, 2021, exposure equivalent to R$1.6
billion (R$1.7 billion as at December 31, 2020) in Ambev’s shares (or ADRs) was partially hedged, resulting in a loss in the income
statement of R$55,329 (a loss in the income statement of R$541,225 as at March 31, 2020).
V.
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 interim financial statements.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Financial instruments
(a) Financial instrument 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 assets 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 financial instruments
recognized in the financial statements, segregated by category:
|
03/31/2021
|
|
Amortized cost
|
Fair value through profit or loss
|
Total
|
Financial assets
|
|
|
|
Cash and cash equivalents less bank overdrafts
|
17,286,068
|
-
|
17,286,068
|
Trade receivables excluding prepaid expenses
|
5,805,197
|
-
|
5,805,197
|
Investment securities
|
218,335
|
2,049,628
|
2,267,963
|
Derivative financial instruments
|
-
|
38,538
|
38,538
|
Derivatives hedges
|
-
|
599,246
|
599,246
|
Total
|
23,309,600
|
2,687,412
|
25,997,012
|
|
|
|
|
Financial liabilities
|
|
|
|
Trade payables
|
21,509,550
|
-
|
21,509,550
|
Put options granted on subsidiaries
|
-
|
3,783,049
|
3,783,049
|
Derivative financial instruments
|
-
|
6,562
|
6,562
|
Derivatives hedges
|
-
|
535,935
|
535,935
|
Interest-bearing loans and borrowing
|
5,027,161
|
-
|
5,027,161
|
Other liabilities
|
2,304,374
|
-
|
2,304,374
|
Total
|
28,841,085
|
4,325,546
|
33,166,631
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
12/31/2020
|
|
Amortized cost
|
Fair value through profit or loss
|
Total
|
Financial assets
|
|
|
|
Cash and cash equivalents less bank overdrafts
|
17,090,335
|
-
|
17,090,335
|
Trade receivables excluding prepaid expenses
|
6,628,971
|
-
|
6,628,971
|
Investment securities
|
213,907
|
1,700,028
|
1,913,935
|
Derivative financial instruments
|
-
|
142,634
|
142,634
|
Derivatives hedges
|
-
|
366,702
|
366,702
|
Total
|
23,933,213
|
2,209,364
|
26,142,577
|
|
|
|
|
Financial liabilities
|
|
|
|
Trade payables
|
19,995,095
|
-
|
19,995,095
|
Put options granted on subsidiaries
|
-
|
3,493,780
|
3,493,780
|
Derivatives hedges
|
-
|
329,788
|
329,788
|
Interest-bearing loans and borrowing
|
4,792,228
|
-
|
4,792,228
|
Other liabilities
|
2,581,099
|
-
|
2,581,099
|
Total
|
27,368,422
|
3,823,568
|
31,191,990
|
(b) Classification of financial instruments by type of fair
value measurement
IFRS 13 defines the fair value as the price that
would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date.
Also pursuant to IFRS 13, financial instruments
measured at fair value shall be classified within the following categories:
Level 1
- quoted prices (unadjusted) in active markets available to the entity for identical assets or liabilities as at the valuation date;
Level 2 - inputs other than quoted
prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3
-inputs which are not observable for the asset or liability.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
03/31/2021
|
|
12/31/2020
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Financial assets
|
|
|
|
|
|
|
|
|
|
Financial asset at fair value through profit and loss
|
2,049,628
|
-
|
-
|
2,049,628
|
|
1,700,028
|
-
|
-
|
1,700,028
|
Derivatives assets at fair value through profit and loss
|
-
|
38,538
|
-
|
38,538
|
|
-
|
142,634
|
-
|
142,634
|
Derivatives - operational hedge
|
115,690
|
483,556
|
-
|
599,246
|
|
85,461
|
281,241
|
-
|
366,702
|
|
2,165,318
|
522,094
|
-
|
2,687,412
|
|
1,785,489
|
423,875
|
-
|
2,209,364
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
Financial liabilities at fair value through profit and loss
|
-
|
-
|
3,783,049
|
3,783,049
|
|
-
|
-
|
3,493,780
|
3,493,780
|
Derivatives liabilities at fair value through profit and loss
|
-
|
6,562
|
-
|
6,562
|
|
-
|
-
|
-
|
-
|
Derivatives - operational hedge
|
252,237
|
283,698
|
-
|
535,935
|
|
102,552
|
227,236
|
-
|
329,788
|
|
252,237
|
290,260
|
3,783,049
|
4,325,546
|
|
102,552
|
227,236
|
3,493,780
|
3,823,568
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of changes in the assets categorized at Level 3
Financial liabilities at December 31, 2020
|
3,493,780
|
Total gains and losses during the period
|
289,269
|
Losses/(gains) recognized in net income
|
42,295
|
Losses/(gains) recognized in equity
|
246,974
|
Financial liabilities at March 31, 2021
|
3,783,049
|
(c) Fair value of financial liabilities measured at amortized cost
The Company’s liabilities, interest-bearing
loans and borrowing, trade payables excluding tax payables, are recorded at amortized cost based on the effective rate method, plus indexation
and foreign exchange gains/losses, based on the closing indices for each exercise.
The financial instruments recorded at amortized
cost are similar to the fair value and are not of sufficiently material to require disclosure.
(d) Fair value of liabilities measured through
profit or loss
As part of the negotiations regarding the acquisition
of the shares of Tenedora, the Company signed the second amendment to the Shareholders' Agreement extending the partnership between the
Company and ELJ. ELJ is currently the owner of 15% of the shares of Tenedora, and its put options are now divided into two tranches: (i)
Tranche A, corresponding to 12.11% of the shares, exercisable in 2022, 2023 and 2024; and (ii) Tranche B, corresponding to 2.89% of the
shares, exercisable from 2026. The Company, on the other hand, has a call option over Tranche A shares, exercisable from 2021, and Tranche
B shares, exercisable from 2029. On March 31, 2021, the sum of the two ELJ tranches is R$3,778,349 (R$3,489,080 on December 31, 2020).
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The fair value of (i) Tranche A is 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”.
Calculation of the fair value of derivatives
The Company measures derivative financial instruments
by calculating their fair value, using market curves that impact the value of the instrument as at the computation date. In the case of
swaps, the asset and the liability positions are estimated independently and brought to their fair value, equivalent to the difference
between the results of the asset and liability amounts, which generates the swap’s market value. For traded derivative financial
instruments, the fair value is calculated based on the exchange-listed price.
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 March 31, 2021
the Company held R$797,710 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities
(R$798,903 as at December 31, 2020).
Offsetting of 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 shall have the option to settle on a net basis, in case of a default by the counterparty.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
23.
|
COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM
CUSTOMERS AND OTHERS
|
|
03/31/2021
|
12/31/2020
|
|
|
|
Collateral given for the Company’s own liabilities
|
797,818
|
799,011
|
Other commitments
|
1,810,288
|
1,629,881
|
|
2,608,106
|
2,428,892
|
|
|
|
Commitments to suppliers
|
19,861,140
|
17,768,463
|
|
19,861,140
|
17,768,463
|
The collateral provided for liabilities
totaled approximately R$2,608,106 as at March 31, 2021 (R$2,428,892 as at December 31, 2020), including R$728,251 (R$729,174 as at December
31, 2020) 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 March
31, 2021, Ambev maintained R$797,710 (R$798,903 as at December 31, 20120) in highly liquid financial investments or in cash, classified
as cash and cash equivalents and investment securities (Note 22 - Financial instruments and risks).
Most of the balance relates to commitments
to suppliers of packaging.
Future
contractual commitments as at March 31, 2021 and December 31, 2020 are as follow:
|
03/31/2021
|
12/31/2020
|
|
|
|
Less than 1 year
|
10,310,703
|
9,218,216
|
Between 1 and 2 years
|
3,418,303
|
2,934,802
|
More than 2 years
|
6,132,134
|
5,615,445
|
|
19,861,140
|
17,768,463
|
The Company has contingent liabilities related to
lawsuits arising in the normal course of its business. Due to their nature, such legal proceedings
involve certain uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions,
and therefore the Company’s management cannot estimate the likely timing of the resolution of these matters at this stage.
Contingent liabilities with a probable outcome are
fully recorded as liabilities (Note 13 - Provisions).
The Company has lawsuits related mainly to tax
for which the likelihood of loss is classified as possible by management, and for which there are no provisions, as the composition and
estimates of these amounts are as follow:
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
|
03/31/2021
|
12/31/2020
|
|
|
|
Income tax and social contribution
|
54,209,525
|
53,898,046
|
Value-added and excise taxes
|
23,418,352
|
23,299,284
|
PIS and COFINS
|
2,741,892
|
2,746,286
|
Others
|
1,608,973
|
1,603,508
|
|
81,978,742
|
81,547,124
|
Principal lawsuits with a likelihood of possible loss
Except for monetary inflation and the cases described
below, there were no relevant changes in the main cases with possible chances of loss when compared to the period ending on December 31,
2020.
Brazilian Federal Taxes
Goodwill InBev Holding
In December
2011, Ambev received a tax assessment related to the goodwill amortization resulting from InBev Holding Brasil S.A.’s merger with
Ambev. At the administrative level, Ambev received partially favorable decisions in both the Lower and Upper Administrative Court. Ambev
filed judicial proceedings to discuss the unfavorable portion of the decisions of the Lower and the Upper Administrative Court and requested
injunctions to suspend the enforceability of the remaining tax credit, which were granted.
In June
2016, Ambev received a new tax assessment charging the remaining value of the goodwill amortization and filed a defense. Ambev received
partially favorable decisions at the first level administrative court and Lower Administrative Court. Ambev filed a Special Appeal which
was partially admitted and awaits judgment by the Upper Administrative Court. For the unfavorable portion of the decision which became
final at the administrative level, Ambev filed a judicial proceeding requesting an injunction to suspend the enforceability of the remaining
tax credit, which was granted.
The
updated amount related to this uncertain tax position as at March 31, 2021 was approximately R$10.3 billion (R$10.2 billion as at 31 December
2020). Ambev has not recorded any provisions for this matter based on the probability of
the lawsuit. In the event Ambev is required to pay these amounts, AB-Inbev will reimburse Ambev the
amount proportional (70%) to the benefit received by the Company pursuant to the merger protocol, as well as the related costs.
Disallowance of taxes paid abroad
Since 2014, Ambev has been receiving tax assessments
from the Brazilian Federal Tax Authorities 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 the administrative and judicial levels. In November 2019, the Lower Administrative Court rendered a favorable decision to Ambev in
one of the cases (regarding the 2010 tax period), which became definitive.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
In January 2020, the Lower Administrative Court
rendered unfavorable decisions regarding four of these assessments related to the periods of 2015 and 2016. In these cases, Ambev filed
Special Appeals to the Upper Administrative Court which are pending admission and judgment.
With respect to the cases related to the periods
of 2015 and 2016, 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. Ambev filed defenses to the first level administrative court. The 2016 isolated fine
case awaits judgment by the first level administrative court. With respect to the 2015 isolated fine case, Ambev received an unfavorable
decision from the first level administrative court and filed an appeal, which is pending judgment by the Lower Administrative Court.
The other cases are still awaiting final decisions
at both administrative and judicial courts.
The updated amount related to this uncertain
tax position as at March, 2021 was approximately R$11.9 billion (R$11.7 billion as at December 31, 2020). Ambev has not recorded any provisions
for this matter based on the probability of the lawsuit.
Deductibility of IOC expenses
In November 2019, Ambev received a tax assessment
from the Brazilian Federal Tax Authorities related to the interest on capital (“IOC”) deduction in 2014. The assessment refers
primarily to the accounting and corporate effects of the restructuring carried out by the Company in 2013 and its impacts on the increase
in the deductibility of IOC expenses. In August 2020, Ambev received a partially favorable decision at the first level administrative
Court and filed an Appeal to the Lower Administrative Court.
In December 2020, Ambev received a new tax assessment
related to the deduction of the IOC in 2015 and 2016. The defense against such assessment was filed by Ambev in January 2021.
The Company also distributed IOC in the years
following the assessed period. In a scenario where the IOC deductibility would also be questioned for the period after 2016, on the same
basis as the aforementioned tax assessments, Ambev management estimates that the outcome of such potential further assessments would be
similar to the abovementioned cases. Accordingly, the effects of the deductibility of IOC expenses on Ambev’s
effective income tax rate for this period would be maintained.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The updated amount
related to this uncertain tax position as at March 31, 2021 was approximately R$10.3 billion (R$10.2 billion as at December 31, 2020).
Ambev has not recorded any provisions for this matter based on the probability of the lawsuit.
Contingent assets
In March 2017, the Supreme Federal Court (“STF”)
decided for, in the judgment of RE 574,706/PR, with binding effects, the unconstitutionality of the inclusion of ICMS in the PIS and COFINS
calculation basis. Currently, the General Attorney's Office (PGFN), filed an amendment in order to supposedly clarify the criteria for
calculating the portion of the ICMS that shall be excluded from the calculation basis of the PIS and COFINS contributions (ICMS “paid”
versus “ICMS declared on the invoice”) and the modulation of the effects of the STF decision.
The Company and its controlled companies have
several lawsuits related to the matter, some with final and unappealable favorable decisions. Due to the tax regime applicable to the
soft drinks and beer sector that has changed over time, the Company has lawsuits which refers to three different periods: (i) 1990 to
2009, (ii) 2009 to 2015 (period in which the “REFRI Taxation Model” was in effect - special soft drinks and beer regime, provided
for in article 58-J of Law No. 10,833, of 2003) and (iii) from 2015 onwards (also known as “New Model Taxation").
In 2018, 2019 and 2020, the Company and its controlled
companies recognized, in accordance with IAS 37, recoverable tax credits related to this matter in the total amount of R$5.4 billion,
being R$1.1 billion related to periods from 1990 to 2009 and after March 2017 (“New Model”) and R$4.3 billion, related to
2009 to 2015 (as explained below) as (i) the gain is virtually certain according to the specific circumstances of each specific case;
and (ii) the amounts could be estimated with sufficient reliability, by collecting the respective documents and quantifying the related
amount.
Regarding the amount of R$4.3 billion mentioned
above, the Company recorded a tax credit of R$4.3 billion (before tax effects), of which R$ 2.5 billion in Other Operating Income, as
described in Note 17 - Other Operating Income (Expenses), and R$1.8 billion in Financial Income, as described in Note 19 - Finance
Expenses and Income. This amount is related to the lawsuit with final and unappealable decision that recognized the right of the Company
and its controlled companies to obtain refund of the overpaid amounts while REFRI taxation model was in place. In addition to the gain
being virtually certain due to the circumstances of this specific case, the amount related to this matter could be estimated with sufficient
reliability after several analysis made (with the assistance of our external consultants) that allowed: (i) the identification
of the total ICMS included per liter included in the retail selling prices that were verified by the Federal Government at the time and
that had impact in the reference prices used as calculation basis for determination of the PIS and COFINS; and (ii) the result of exclusion
of such total ICMS from the calculation basis of PIS and COFINS in the Company’s operations in the period.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
In addition, with respect to transactions that
occurred after the decision of the STF, the Company and its controlled companies have judicial decisions in force (in the context of the
lawsuits filed prior to the decision rendered by the STF) that ensure the right to exclude the ICMS declared on the invoices from the
PIS and COFINS calculation basis, which corresponded to a total amount of R$2.9 billion, in addition to the values referred above. This
amount is a reduction of PIS and COFINS expenses as it does not refer to extemporaneous credits.
For the period of the New Model before the STF
decision, the Company estimates that the contingent asset corresponds to R$1.9 billion, which will be recognized once the gain is virtually
certain given the specific circumstances of the cases and upon confirmation of the estimated values with sufficient reliability.
|
03/31/2021
|
03/31/2020
|
Fair value of option granted on a subsidiary
|
-
|
(2,133)
|
Effect of application of IAS 29 (hyperinflation)
|
(3,741)
|
(102,432)
|
Acquisition of investments payables
|
-
|
34,431
|
Policy and practices regarding the realization of transactions with
related parties
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 Antitrust Compliance
and Related Parties Committee of the Company is required to advise the Board of Directors of the Company on all transactions with related
parties.
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 are 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.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The Company’s guidelines on related parties
require it to follow reasonable or commutative terms, similar to those prevailing in the market, or under which the Company would contract
similar transactions with third parties. These related parties transactions are clearly disclosed in the interim financial statements
as formalized in the written contracts.
Transactions with management members
In addition to short-term benefits (primarily
salaries), management members are entitled to participate in the Stock Option Plan and Share-Based Payments Plan (Note 21 - Share-based
payments).
Total expenses related to the Company’s management members
are as follow:
|
03/31/2021
|
03/31/2020
|
|
|
|
Short-term benefits (i)
|
28,828
|
5,791
|
Share-based payments (ii)
|
10,765
|
9,810
|
Total key Management remuneration
|
39,593
|
15,601
|
(i) These mainly correspond to management’s
salaries and profit sharing (including performance bonuses).
(ii) These correspond to the compensation cost
of share options and restricted stocks granted to management. These amounts exclude remuneration paid to members of the Fiscal Council.
Excluding the above mentioned plan (Note
21 - Share-based payments), the Company no longer has any types of transaction with the Management members or pending balances
receivable or payable in its balance sheet.
Transactions with the Company's shareholders:
a) Medical, dental and other benefits
Fundação Zerrenner is one
of Ambev’s shareholders, and at March 31, 2021 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 March 31, 2021 and December 31, 2020, 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.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The expenses incurred by Fundação
Zerrenner for providing these benefits totaled R$69,777 (R$62,153 as at March 31, 2020), of which R$62,224 and R$7,553 were related to
active employees and retirees respectively (R$54,857 and R$7,296 as at March 31, 2020 related to active employees and retirees respectively).
b) Leasing
Ambev, through its subsidiary BSA (labeling),
has an asset leasing agreement with Fundação Zerrenner, for R$22,439 maturing on December 31, 2022.
c) Leasing - Ambev. head office
Ambev has a leasing agreement for two
sets of commercial premises with Fundação Zerrenner, which is being re-negotiated, and currently the contract is in force
for an indefinite period.
d) Licensing agreement
The Company has a licensing agreement with Anheuser-Busch,
Inc. 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, El Salvador, Nicaragua, Uruguay, Chile, Panama, Costa Rica and
Puerto Rico. In addition, the Company produces and distributes Stella Artois products under a license to ABI in Brazil and Canada and,
through a license granted to ABI, also distributes Brahma products in the United States and several other countries such as the United
Kingdom, Spain, Sweden, Finland and Greece. The amount recorded in relation to this agreement was R$326 as
at March 31, 2021 (R$382 as at March 31, 2020) and R$163,248 (R$109,355 as at March 31, 2020) as licensing income and expenses,
respectively.
Ambev has licensing agreements with the Group
Modelo, subsidiaries of ABI to import, promote and sell Corona products (Corona Extra, Corona Light, Coronita, Pacifico and Modelo) in
Latin America and Canada.
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Transactions with related parties
|
|
|
|
03/31/2021
|
Current
|
Trade
receivables (i)
|
Other
trade receivables (i)
|
Trade
payables (i)
|
Dividends receivables
|
AB Africa
|
6,309
|
-
|
-
|
-
|
AB InBev
|
17,641
|
-
|
(122,784)
|
-
|
AB Package
|
4
|
-
|
(329,542)
|
-
|
AB Services
|
5,592
|
-
|
(1,712)
|
-
|
AB USA
|
58,395
|
13,653
|
(363,588)
|
-
|
Bavaria
|
500
|
-
|
(16,899)
|
-
|
Cervecería Modelo
|
1,809
|
-
|
(446,893)
|
-
|
Cervecerías Peruanas
|
37,943
|
-
|
(10,672)
|
-
|
Inbev
|
924
|
82,336
|
(26,975)
|
-
|
Panama Holding
|
20,932
|
-
|
(14,334)
|
1,647
|
Others
|
26,143
|
1,147
|
(45,534)
|
-
|
|
176,192
|
97,136
|
(1,378,933)
|
1,647
|
|
|
|
|
|
12/31/2020
|
Current
|
Trade receivables (i)
|
Other trade receivables (i)
|
Trade payables (i)
|
Dividends payables
|
Dividends receivables
|
AB Africa
|
4,584
|
-
|
-
|
-
|
-
|
AB InBev
|
28,621
|
-
|
(84,639)
|
-
|
-
|
AB Package
|
4
|
-
|
(320,999)
|
-
|
-
|
AB Services
|
11,250
|
-
|
(1,743)
|
-
|
-
|
AB USA
|
36,738
|
6,176
|
(250,129)
|
-
|
-
|
Ambrew
|
-
|
-
|
-
|
(98,709)
|
-
|
Bavaria
|
976
|
-
|
(11,303)
|
-
|
-
|
Cervecería Modelo
|
5,081
|
-
|
(400,033)
|
-
|
-
|
Cervecerías Peruanas
|
1,394
|
-
|
(10,907)
|
-
|
-
|
Inbev
|
865
|
79,144
|
(19,419)
|
-
|
-
|
ITW International
|
-
|
-
|
-
|
(647,498)
|
-
|
Panama Holding
|
18,848
|
-
|
(13,075)
|
-
|
1,632
|
Others
|
10,229
|
1,079
|
(44,850)
|
-
|
-
|
|
118,590
|
86,399
|
(1,157,097)
|
(746,207)
|
1,632
|
(i) The amount represents trading operations (purchase and sale) and
reimbursements between the companies of the group.
|
03/31/2021
|
12/31/2020
|
Non-current
|
Trade payables
|
Trade payables
|
ITW International
|
(447,733)
|
(420,495)
|
|
(447,733)
|
(420,495)
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
The tables below represent transactions with
related parties, recognized in the income statement:
|
03/31/2021
|
Company
|
Sales and others
|
Service fees / Reimbursement of expenses and other receivables
|
|
Product purchases and others
|
Service fees / reimbursement of expenses and other payables
|
Net finance cost
|
AB InBev
|
-
|
-
|
|
(32,193)
|
-
|
-
|
AB Package
|
-
|
-
|
|
(72,608)
|
-
|
-
|
AB Procurement
|
-
|
-
|
|
-
|
(16,104)
|
-
|
AB USA
|
5,205
|
-
|
|
(294,923)
|
(825)
|
-
|
Ambev Peru
|
1,368
|
-
|
|
-
|
-
|
-
|
Bavaria
|
1,894
|
-
|
|
(19,558)
|
-
|
-
|
Cervecería Modelo
|
-
|
-
|
|
(436,422)
|
-
|
-
|
Cervecerías Peruanas
|
3,539
|
-
|
|
(9,605)
|
-
|
-
|
GCC India
|
-
|
-
|
|
-
|
(1,896)
|
-
|
Inbev
|
-
|
-
|
|
(32,903)
|
-
|
-
|
ITW International
|
-
|
-
|
|
-
|
-
|
12,992
|
Others
|
4,344
|
38
|
|
(28,302)
|
-
|
-
|
|
16,350
|
38
|
|
(926,514)
|
(18,825)
|
12,992
|
|
03/31/2020
|
Company
|
Sales and others
|
Service fees / Reimbursement of expenses and other receivables
|
|
Product purchases and others
|
Service fees / reimbursement of expenses and other payables
|
Net finance cost
|
AB InBev
|
68
|
-
|
|
(25,236)
|
-
|
6
|
AB Package
|
-
|
-
|
|
(23,718)
|
-
|
-
|
AB USA
|
5,420
|
-
|
|
(284,719)
|
(660)
|
-
|
Cervecería Modelo
|
-
|
-
|
|
(301,194)
|
-
|
-
|
Cervecerías Peruanas
|
-
|
-
|
|
(8,852)
|
-
|
-
|
GCC India
|
-
|
-
|
|
-
|
(1,368)
|
-
|
Inbev
|
-
|
-
|
|
(32,795)
|
-
|
-
|
ITW International
|
-
|
-
|
|
-
|
-
|
(8,614)
|
Oriental Brewery
|
2,542
|
-
|
|
-
|
-
|
-
|
Others
|
162
|
38
|
|
(6,988)
|
-
|
-
|
|
8,192
|
38
|
|
(683,502)
|
(2,028)
|
(8,608)
|
List of companies included in the tables above:
AB InBev Procurement GmbH (“AB Procurement”)
|
Ambrew S.A.R.L. (“Ambrew”)
|
Anheuser-Busch Inbev Africa (Pty) Ltd. (“AB Africa”)
|
Anheuser-Busch InBev N.V. (“AB InBev”)
|
Anheuser-Busch Inbev Services LLC (“AB Services”)
|
Anheuser-Busch Inbev USA LLC (“AB USA”)
|
AMBEV S.A.
Notes to the interim consolidated financial statements
For the period ended March 31, 2021
All amounts in thousand of Brazilian Reais unless otherwise stated
Anheuser-Busch Packaging Group Inc. (“AB Package”)
|
Bavaria S.A. (“Bavaria”)
|
Cervecería Modelo de Mexico S. de R.L. de C.V. (“Cervecería Modelo”)
|
Cerveceria Nacional S de RL (“Panamá Holding”)
|
Compañia Cervecera Ambev Peru S.A.C. (“Ambev Peru”)
|
GCC Services India Private Ltd. (“GCC India”)
|
Inbev Belgium N.V. (“Inbev”)
|
Interbrew International B.V. (“ITW International”)
|
Oriental Brewery Co. Ltd. (“Oriental Brewery”)
Unión de Cervecerias Peruanas Backus Y Johnston S.A.A. (“Cervecerías
Peruanas”)
|
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: May 18, 2021
|
|
|
|
AMBEV S.A.
|
|
|
|
|
By:
|
/s/ Lucas Machado Lira
|
|
Lucas Machado Lira
Chief Financial and Investor Relations Officer
|
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