(i) The balance refers mostly to Bank Deposit
Certificates (“CDBs”), of high liquidity, which are readily convertible into known amounts of cash and which are subject to
an insignificant risk of change in value.
The cash and cash equivalents balance include the
amount of R$1,022 million as at March 31, 2022 (R$975 million in 2021) held in Cuba and Argentina, which is not freely transferable to
the parent company due to remittance restrictions.
(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.
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:
(i) Amendments to Argentine tax legislation enacted
in June, 2021 and applicable from January, 2021 increased the income tax rate from 30% to 35%.
Deferred tax assets are recognized to the extent
that it is probable that future taxable profits are probable, which may be offset against recorded temporary differences at March 31,
2022.
The amount of deferred income tax and social contribution by type
of temporary difference is detailed as follows:
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 25, respectively.
As at March 31, 2022 the deferred tax assets
and liabilities related to combined tax losses which are expected to be utilized or settled using temporary differences, as follows:
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.
(i) There is no expectation of realization beyond
a term of ten years.
As at March 31, 2022, the tax credits related
to tax losses in the amount of R$898,482 (R$1,055,557 in 2021) were not recorded, as realization is not probable.
A significant portion of the deferred tax assets
related to the 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$3,488,396 at March 31, 2022 (R$4,122,454 in December 31, 2021).
The net change in deferred income tax and social
contribution is detailed as follows:
The balances of fixed assets provided as security
are not material.
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:
The carrying amount of goodwill was allocated
to the different cash-generating units as follows:
(i) This refers to the shareholding exchange transaction
in 2013 as a result of the adoption of the predecessor basis of accounting.
The impairment test is updated annually
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. There are no indications
of impairment until March 31, 2022.
(i) The nominal contractual amounts, including
interest, amount to R$23,527 million at March 31, 2022 (R$29,103 million at December 31, 2021).
13.
INTEREST-BEARING LOANS AND BORROWINGS
|
03/31/2022 |
12/31/2021 |
|
|
|
Secured bank loans |
66,513 |
72,760 |
Unsecured bank loans |
85,782 |
84,070 |
Other unsecured loans |
36,338 |
37,250 |
Lease liabilities |
627,228 |
653,038 |
Current liabilities |
815,861 |
847,118 |
|
|
|
Secured bank loans |
152,341 |
174,279 |
Other unsecured loans |
94,491 |
92,858 |
Lease liabilities |
1,923,651 |
1,986,269 |
Non-current liabilities |
2,170,483 |
2,253,406 |
Additional information regarding the exposure
of the Company to interest rate risk, foreign currency risk and debt repayment schedule risk are disclosed in Note 23 - Financial instruments
and risks.
Contractual clauses (Covenants)
As at March 31, 2022, 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.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
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.
As at March 31, 2022, the Company was in compliance
with all of its contractual obligations for its loans and financing.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
14.
PROVISIONS
(a) Provision changes
|
Balance as at December 31, 2020 |
Effect of changes in foreign exchange rates |
Additions |
Provisions used |
Provisions reversed |
Balance as at December 31, 2021 |
|
|
|
|
|
|
|
Provision for disputes and litigation |
|
|
|
|
|
|
Taxes on sales |
184,196 |
- |
198,519 |
(57,308) |
(106,854) |
218,553 |
Labor |
129,842 |
(820) |
163,142 |
(147,167) |
(20,809) |
124,188 |
Civil |
86,856 |
(2,207) |
273,888 |
(71,838) |
(33,745) |
252,954 |
Other taxes |
156,612 |
2,000 |
14,562 |
(5,159) |
(5,026) |
162,989 |
Total provision for disputes and litigation |
557,506 |
(1,027) |
650,111 |
(281,472) |
(166,434) |
758,684 |
|
|
|
|
|
|
|
Restructuring |
14,492 |
1,153 |
6,796 |
(5,035) |
- |
17,406 |
|
|
|
|
|
|
|
Total provisions |
571,998 |
126 |
656,907 |
(286,507) |
(166,434) |
776,090 |
|
Balance as at December 31, 2021 |
Effect of changes in foreign exchange rates |
Additions |
Provisions used |
Provisions reversed |
Balance as at March 31, 2022 |
|
|
|
|
|
|
|
Provision for disputes and litigation |
|
|
|
|
|
|
Taxes on sales |
218,553 |
- |
24,985 |
(12,944) |
(834) |
229,760 |
Labor |
124,188 |
(2,726) |
35,743 |
(28,108) |
(3,478) |
125,619 |
Civil |
252,954 |
(8,250) |
13,265 |
(1,826) |
(11,811) |
244,332 |
Other taxes |
162,989 |
(10,110) |
494 |
(457) |
(273) |
152,643 |
Total provision for disputes and litigation |
758,684 |
(21,086) |
74,487 |
(43,335) |
(16,396) |
752,354 |
|
|
|
|
|
|
|
Restructuring |
17,406 |
(2,093) |
- |
(3,099) |
- |
12,214 |
|
|
|
|
|
|
|
Total provisions |
776,090 |
(23,179) |
74,487 |
(46,434) |
(16,396) |
764,568 |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
|
|
03/31/2022 |
|
|
12/31/2021 |
|
Current |
Non-current |
|
Current |
Non-current |
|
|
|
|
|
|
Provision for disputes and litigation |
|
|
|
|
|
Taxes on sales |
62,355 |
167,405 |
|
55,390 |
163,163 |
Labor |
30,370 |
95,249 |
|
27,967 |
96,221 |
Civil |
62,699 |
181,633 |
|
58,835 |
194,119 |
Other taxes |
22,502 |
130,141 |
|
20,922 |
142,067 |
Total provision for disputes and litigation |
177,926 |
574,428 |
|
163,114 |
595,570 |
|
|
|
|
|
|
Restructuring |
5,144 |
7,070 |
|
9,204 |
8,202 |
|
|
|
|
|
|
Total provisions |
183,070 |
581,498 |
|
172,318 |
603,772 |
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, appropriation of tax credits and alleged insufficient 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
25 - Contingencies.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
15.
CHANGES IN EQUITY
(a) Capital stock
|
|
03/31/2022 |
|
|
03/31/2021 |
|
Thousands of common shares |
Thousands of Real |
|
Thousands of common shares |
Thousands of Real |
Beginning balance |
15,744,452 |
58,042,464 |
|
15,735,118 |
57,899,073 |
Capital increase (i) |
5,765 |
88,053 |
|
4,125 |
74,801 |
Final balance (ii) |
15,750,217 |
58,130,517 |
|
15,739,243 |
57,973,874 |
(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, 2021 |
(941,637) |
53,662,811 |
700,898 |
1,563,439 |
54,985,511 |
Capital increase |
- |
- |
- |
(74,333) |
(74,333) |
Purchases 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 |
|
Capital Reserves |
|
|
Treasury shares |
Share Premium |
Other capital reserves |
Share-based Payments |
Total |
At January 1, 2022 |
(1,037,711) |
53,662,811 |
700,898 |
1,861,190 |
55,187,188 |
Capital increase |
- |
- |
- |
(64,289) |
(64,289) |
Purchases of shares and results from treasury shares |
6,540 |
- |
- |
- |
6,540 |
Share-based payments |
- |
- |
- |
24,741 |
24,741 |
At March 31, 2022 |
(1,031,171) |
53,662,811 |
700,898 |
1,821,642 |
55,154,180 |
(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, 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) |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands 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, 2022 |
5,783 |
|
(98,140) |
|
(939,571) |
|
(1,037,711) |
Changes during the year |
(452) |
|
8,606 |
|
(2,066) |
|
6,540 |
At March 31, 2022 |
5,331 |
|
(89,534) |
|
(941,637) |
|
(1,031,171) |
(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, reimburse 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$77,929 on March 31, 2022 (R$105,142 at March 31, 2021) (Note 22 - Share-based payments).
(c) Net income reserves
|
Net income reserves |
|
Investments reserve |
Legal 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 |
|
Net income reserves |
|
Investments reserve |
Legal reserve |
Fiscal incentive |
Total |
At January 1, 2022 |
18,359,259 |
4,456 |
12,827,925 |
31,191,640 |
At March 31, 2022 |
18,359,259 |
4,456 |
12,827,925 |
31,191,640 |
There was no change in net income reserves in the first quarter of
2021 and 2022.
(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.
(c.2) Legal reserve
From the net income, 5% will be applied
before any other allocation to the legal reserve, which cannot exceed 20% of the capital stock. The Company is not required to supplement
the legal reserve for the year when the balance of this reserve, plus the amount of the capital reserves, exceeds 30% of the capital stock.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
(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 the following:
|
03/31/2022 |
03/31/2021 |
ICMS (Brazilian state value-added tax) |
486,336 |
398,479 |
Income tax |
21,379 |
43,188 |
|
507,715 |
441,667 |
(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 three-month periods ended March 31, 2021 and March 31, 2022.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
(d) Carrying value adjustments
|
Carrying value adjustments |
|
|
Translation reserves |
Cash flow hedge |
Actuarial gains/ (losses) |
Put option granted on subsidiary |
Gains/(losses) of non-controlling interest´s share |
Business combination |
Accounting adjustments for transactions between shareholders |
Total |
At January 1, 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) |
|
Carrying value adjustments |
|
|
Translation reserves |
Cash flow hedge |
Actuarial gains/ (losses) |
Put option granted on subsidiary |
Gains/(losses) of non-controlling interest´s share |
Business combination |
Accounting adjustments for transactions between shareholders |
Total |
At January 1, 2022 |
13,526,157 |
1,225,253 |
(1,131,476) |
(6,666) |
(121,599) |
156,091 |
(75,426,021) |
(61,778,261) |
Comprehensive income: |
|
|
|
|
|
|
|
|
Gains/(losses) on the translation of foreign operations |
(6,793,284) |
- |
- |
- |
- |
- |
- |
(6,793,284) |
Cash flow hedges |
- |
(1,117,137) |
- |
- |
- |
- |
- |
(1,117,137) |
Actuarial gains/(losses) |
- |
- |
1,050 |
- |
- |
- |
- |
1,050 |
Total Comprehensive income |
(6,793,284) |
(1,117,137) |
1,050 |
- |
- |
- |
- |
(7,909,371) |
Gains/(losses) of controlling interest |
- |
- |
- |
- |
(2,259) |
- |
- |
(2,259) |
At March 31, 2022 |
6,732,873 |
108,116 |
(1,130,426) |
(6,666) |
(123,858) |
156,091 |
(75,426,021) |
(69,689,891) |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands 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 23 - 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 the 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 2022.
(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
Companhia de Bebidas das Américas (“Former Ambev”), and 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, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
16.
SEGMENT REPORTING
| (a) | Reportable segments – three-month period ended in: |
|
Brazil |
CAC (i) |
Latin America - South (ii) |
Canada |
Consolidated |
|
03/31/2022 |
03/31/2021 |
03/31/2022 |
03/31/2021 |
03/31/2022 |
03/31/2021 |
03/31/2022 |
03/31/2021 |
03/31/2022 |
03/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
Net sales |
9,598,205 |
8,225,294 |
2,282,858 |
2,159,507 |
4,602,596 |
4,192,524 |
1,955,493 |
2,062,436 |
18,439,152 |
16,639,761 |
Cost of sales |
(5,098,063) |
(3,981,483) |
(1,165,775) |
(1,015,443) |
(2,336,126) |
(2,103,728) |
(814,522) |
(844,676) |
(9,414,486) |
(7,945,330) |
Gross profit |
4,500,142 |
4,243,811 |
1,117,083 |
1,144,064 |
2,266,470 |
2,088,796 |
1,140,971 |
1,217,760 |
9,024,666 |
8,694,431 |
Distribution expenses |
(1,384,892) |
(1,069,112) |
(193,618) |
(209,541) |
(525,671) |
(469,921) |
(424,838) |
(381,019) |
(2,529,019) |
(2,129,593) |
Sales and marketing expenses |
(766,879) |
(709,406) |
(143,061) |
(160,677) |
(343,880) |
(325,764) |
(263,156) |
(249,193) |
(1,516,976) |
(1,445,040) |
Administrative expenses |
(754,896) |
(789,386) |
(57,525) |
(110,359) |
(198,632) |
(201,554) |
(162,383) |
(132,760) |
(1,173,436) |
(1,234,059) |
Other operating income/(expenses) |
336,793 |
191,580 |
24,125 |
35 |
22,928 |
(4,673) |
2,876 |
(9,002) |
386,722 |
177,940 |
Exceptional items |
(13,209) |
(18,761) |
(4,364) |
(16,867) |
(9,653) |
(35,302) |
- |
(495) |
(27,226) |
(71,425) |
Income from operations |
1,917,059 |
1,848,726 |
742,640 |
646,655 |
1,211,562 |
1,051,582 |
293,470 |
445,291 |
4,164,731 |
3,992,254 |
Net finance costs |
(300,644) |
(390,122) |
(12,743) |
(49,693) |
(266,813) |
(587,733) |
(16,513) |
(36,752) |
(596,713) |
(1,064,300) |
Share of results of joint ventures |
(2,392) |
(1,600) |
(163) |
(3,282) |
- |
- |
151 |
(7,664) |
(2,404) |
(12,546) |
Income before income tax |
1,614,023 |
1,457,004 |
729,734 |
593,680 |
944,749 |
463,849 |
277,108 |
400,875 |
3,565,614 |
2,915,408 |
Income tax expense |
637,668 |
262,623 |
(234,645) |
(190,120) |
(323,612) |
(94,865) |
(116,187) |
(159,735) |
(36,776) |
(182,097) |
Net income |
2,251,691 |
1,719,627 |
495,089 |
403,560 |
621,137 |
368,984 |
160,921 |
241,140 |
3,528,838 |
2,733,311 |
|
|
|
|
|
|
|
|
|
|
|
EBITDA (iii) |
2,694,120 |
2,538,626 |
888,006 |
819,155 |
1,494,052 |
1,335,489 |
417,112 |
549,968 |
5,493,290 |
5,243,238 |
Depreciation. amortization and impairment |
(779,453) |
(691,500) |
(145,529) |
(175,782) |
(282,490) |
(283,907) |
(123,491) |
(112,341) |
(1,330,963) |
(1,263,530) |
Net finance costs |
(300,644) |
(390,122) |
(12,743) |
(49,693) |
(266,813) |
(587,733) |
(16,513) |
(36,752) |
(596,713) |
(1,064,300) |
Income tax expense |
637,668 |
262,623 |
(234,645) |
(190,120) |
(323,612) |
(94,865) |
(116,187) |
(159,735) |
(36,776) |
(182,097) |
Net income |
2,251,691 |
1,719,627 |
495,089 |
403,560 |
621,137 |
368,984 |
160,921 |
241,140 |
3,528,838 |
2,733,311 |
|
|
|
|
|
|
|
|
|
|
|
EBITDA margin as a % (iii) |
28.1% |
30.9% |
38.9% |
37.9% |
32.5% |
31.9% |
21.3% |
26.7% |
29.8% |
31.5% |
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment |
539,833 |
963,353 |
176,408 |
109,053 |
134,899 |
182,311 |
37,397 |
72,618 |
888,537 |
1,327,335 |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
(continued)
|
Brazil |
CAC (i) |
Latin America - South (ii) |
Canada |
Consolidated |
|
03/31/2022 |
12/31/2021 |
03/31/2022 |
12/31/2021 |
03/31/2022 |
12/31/2021 |
03/31/2022 |
12/31/2021 |
03/31/2022 |
12/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
54,237,671 |
54,609,401 |
13,504,759 |
15,351,934 |
19,017,807 |
21,582,950 |
15,800,085 |
18,016,562 |
102,560,322 |
109,560,847 |
Intersegment elimination |
|
|
|
|
|
|
|
|
(2,314,387) |
(2,868,475) |
Non-segmented assets |
|
|
|
|
|
|
|
|
27,153,985 |
31,910,111 |
Total assets |
|
|
|
|
|
|
|
|
127,399,920 |
138,602,483 |
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
24,187,339 |
27,611,116 |
4,418,501 |
5,414,414 |
6,475,469 |
7,843,612 |
5,023,048 |
6,156,510 |
40,104,357 |
47,025,652 |
Intersegment elimination |
|
|
|
|
|
|
|
|
(2,314,527) |
(2,869,056) |
Non-segmented liabilities |
|
|
|
|
|
|
|
|
89,610,090 |
94,445,887 |
Total liabilities |
|
|
|
|
|
|
|
|
127,399,920 |
138,602,483 |
(i) CAC: includes the Dominican Republic, Panama, Guatemala,
Cuba, Barbados, Saint Vincent, Dominica, Nicaragua, Honduras and Antigua.
(ii) Latin America - South: includes operations in
Argentina, Bolivia, Chile, Paraguay and Uruguay.
(iii) From 2021 onwards, the Adjusted EBITDA metric
was changed to EBITDA, for presentation purposes, including for comparative purposes.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
(b)
Additional information - by business unit:
|
Brazil |
|
Beer |
Soft drinks and
Non-alcoholic and
non-carbonated |
Total |
|
03/31/2022 |
03/31/2021 |
03/31/2022 |
03/31/2021 |
03/31/2022 |
03/31/2021 |
|
|
|
|
|
|
|
Net sales |
8,100,187 |
7,124,812 |
1,498,018 |
1,100,482 |
9,598,205 |
8,225,294 |
Cost of sales |
(4,192,167) |
(3,401,491) |
(905,896) |
(579,992) |
(5,098,063) |
(3,981,483) |
Gross profit |
3,908,020 |
3,723,321 |
592,122 |
520,490 |
4,500,142 |
4,243,811 |
Distribution expenses |
(1,142,543) |
(891,668) |
(242,349) |
(177,444) |
(1,384,892) |
(1,069,112) |
Sales and marketing expenses |
(708,630) |
(641,327) |
(58,249) |
(68,079) |
(766,879) |
(709,406) |
Administrative expenses |
(660,146) |
(679,847) |
(94,750) |
(109,539) |
(754,896) |
(789,386) |
Other operating income/(expenses) |
282,053 |
152,251 |
54,740 |
39,329 |
336,793 |
191,580 |
Exceptional items |
(12,641) |
(18,716) |
(568) |
(45) |
(13,209) |
(18,761) |
Income from operations |
1,666,113 |
1,644,014 |
250,946 |
204,712 |
1,917,059 |
1,848,726 |
Net finance costs |
(300,644) |
(390,122) |
- |
- |
(300,644) |
(390,122) |
Share of results of joint ventures |
(2,392) |
(1,600) |
- |
- |
(2,392) |
(1,600) |
Income before income tax |
1,363,077 |
1,252,292 |
250,946 |
204,712 |
1,614,023 |
1,457,004 |
Income tax expense |
637,668 |
262,623 |
- |
- |
637,668 |
262,623 |
Net income |
2,000,745 |
1,514,915 |
250,946 |
204,712 |
2,251,691 |
1,719,627 |
|
|
|
|
|
|
|
EBITDA (i) |
2,349,714 |
2,243,592 |
344,406 |
295,034 |
2,694,120 |
2,538,626 |
Depreciation. amortization and impairment |
(685,993) |
(601,178) |
(93,460) |
(90,322) |
(779,453) |
(691,500) |
Net finance costs |
(300,644) |
(390,122) |
- |
- |
(300,644) |
(390,122) |
Income tax expense |
637,668 |
262,623 |
- |
- |
637,668 |
262,623 |
Net income |
2,000,745 |
1,514,915 |
250,946 |
204,712 |
2,251,691 |
1,719,627 |
|
|
|
|
|
|
|
EBITDA margin as a % (i) |
29.0% |
31.5% |
23.0% |
26.8% |
28.1% |
30.9% |
(i) From 2021 onwards, the Adjusted EBITDA metric
was changed to EBITDA, for presentation purposes, including for comparative purposes.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
17.
NET SALES
Reconciliation between gross sales and net sales:
|
03/31/2022 |
03/31/2021 |
Gross sales and/or services |
29,307,546 |
24,544,855 |
Excise duty |
(5,612,468) |
(5,036,196) |
Discounts |
(5,255,926) |
(2,868,898) |
|
18,439,152 |
16,639,761 |
| 18. | OTHER OPERATING INCOME/(EXPENSES) |
|
03/31/2022 |
03/31/2021 |
Government grants/net present value of long-term fiscal incentives |
232,355 |
171,638 |
Extemporaneous credits/(debits) (i) |
91,456 |
- |
(Additions)/reversals of provisions |
(12,594) |
(8,980) |
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates |
33,423 |
12,667 |
Other operating income/(expenses), net |
42,082 |
2,615 |
|
386,722 |
177,940 |
(i) As detailed in Note 25 – Contingencies,
the Company has recognized PIS and COFINS credits arising from the exclusion of ICMS from its calculation basis, in the item Other operating
income/(expenses).
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.
|
03/31/2022 |
03/31/2021 |
COVID-19 impacts (ii) |
(10,668) |
(31,051) |
Restructuring (i) |
(16,558) |
(39,185) |
Effect of application of IAS 29 (hyperinflation) |
- |
(1,189) |
|
(27,226) |
(71,425) |
(i) The restructuring expenses primarily related to
centralized projects and resizing in the Latin America 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 the Company’s 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.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
| 20. | FINANCE EXPENSES AND INCOME |
|
03/31/2022 |
03/31/2021 |
Interest expense |
(397,762) |
(334,589) |
Net interest on pension plans |
(27,943) |
(27,827) |
Losses on hedging instruments |
(707,748) |
(770,864) |
Interest on provision for disputes and litigation |
(39,023) |
(17,730) |
Exchange variations |
(125,463) |
(178,421) |
Tax on financial transactions |
(60,688) |
(11,369) |
Bank guarantee expenses |
(39,155) |
(30,914) |
Other financial results |
(225,311) |
(72,681) |
|
(1,623,093) |
(1,444,395) |
Interest expenses are presented net of the effects
of interest rate derivative financial instruments which mitigate Ambev’s interest rate risk (Note 23 - Financial instruments
and risks). The interest expenses are as follow:
|
03/31/2022 |
03/31/2021 |
Financial instruments measured at amortized cost |
(110,554) |
(190,744) |
Financial instruments at fair value through profit or loss |
(287,208) |
(143,845) |
|
(397,762) |
(334,589) |
|
03/31/2022 |
03/31/2021 |
Interest income |
397,268 |
107,353 |
Interest and foreign exchange rate on loans to/from related parties |
3,322 |
12,992 |
Financial instruments at fair value through profit or loss |
- |
- |
Other financial results |
294,664 |
7,957 |
|
695,254 |
128,302 |
|
|
|
Effect of application of IAS 29 (hyperinflation) |
331,126 |
251,793 |
|
1,026,380 |
380,095 |
Interest income arises from the following financial assets:
|
03/31/2022 |
03/31/2021 |
Cash and cash equivalents |
77,507 |
52,008 |
Investment securities held for trading |
46,390 |
9,697 |
Other receivables |
273,371 |
45,648 |
|
397,268 |
107,353 |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
| 21. | INCOME TAX AND SOCIAL CONTRIBUTION |
Income taxes reported in the income statement are analyzed
as follow:
|
03/31/2022 |
03/31/2021 |
Income tax expense - current |
(262,376) |
(515,992) |
|
|
|
Deferred tax expense on temporary differences |
221,441 |
343,539 |
Deferred tax on taxes losses carryforwards movements in the current period |
4,159 |
(9,644) |
Total deferred tax (expense)/income |
225,600 |
333,895 |
|
|
|
Total income tax expenses |
(36,776) |
(182,097) |
The reconciliation between the weighted nominal tax rate and the effective
tax rate is summarized as follows:
|
03/31/2022 |
03/31/2021 |
Profit before tax |
3,565,614 |
2,915,408 |
Adjustment on a taxable basis |
|
|
Others non-taxable income |
(81,135) |
- |
Government grants related to sales taxes |
(486,336) |
(398,479) |
Share of results of joint ventures |
2,404 |
12,546 |
Non-deductible expenses |
7,404 |
15,522 |
Worldwide Taxation |
145,900 |
(80,802) |
|
3,153,851 |
2,464,195 |
Aggregated weighted nominal tax rate |
28.95% |
28.31% |
Taxes payable – nominal rate |
(913,040) |
(697,582) |
Adjustment on tax expense |
|
|
Income tax incentives |
21,379 |
43,188 |
Deductible interest on shareholders’ equity |
746,607 |
592,679 |
Tax savings from goodwill amortization |
14,340 |
19,366 |
Withholding income tax |
170,625 |
(288,996) |
Recognition/(write-off) of deferred charges on tax losses |
(4,416) |
(52,361) |
Effect of application of IAS 29 (hyperinflation) |
(37,501) |
(14,404) |
Others with reduced taxation |
(34,770) |
216,013 |
Income tax and social contribution expense |
(36,776) |
(182,097) |
Effective tax rate |
1.03% |
6.25% |
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, 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
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. |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
| · | 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 amount
recognized in 2022 is mainly due to the exchange rate variation of the deferred income tax balances. |
| · | Deductible interest on shareholders’ equity: under Brazilian law,
companies have an option to remunerate their shareholders through the payment of Interest on Capital (“IOC”), which is deductible
for income tax purposes. |
22.
SHARE-BASED PAYMENTS
Currently the Company has two plans of share-based
payment programs: (i) Stock Option Plan, approved in the Extraordinary General Meeting of July 30, 2013 (“Stock Option Plan”)
and (ii) Share-based Payment Plan approved in the Extraordinary General Meeting of April 29, 2016, as amended in the Extraordinary General
Meeting of July 30, 2013 (“Share-Based Plan”). The programs are issued for each plan and 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 of the Company.
(i) Stock Option Plan
There are three models of stock options that
may be granted under the Stock Option Plan.
1. Under the first model, beneficiaries, in accordance
with their internal category, may choose between allocating (a) 30% or 100%, (b) 40% or 100%, and (c) 60% or 100% of the amounts
received by them as profit sharing regarding the immediate year to the exercise of stock options, thereby allowing them to acquire the
corresponding amount of Ambev shares. Under this model, a substantial part of the shares acquired is to be delivered only within five
years from the corresponding stock option grant date. During such five-year period, the beneficiary must remain employed at Ambev or any
other company of its group.
2. Under the second model, the beneficiary may
exercise the stock options granted only after a period of up to five years from the corresponding grant date. Vesting of the stock options
granted under the second model is not subject to the Company’s performance measures; however, the right to exercise such options
may be forfeited in certain circumstances, including the beneficiary’s resignation or dismissal prior to the stock options’
vesting.
3. Under the third model, the beneficiaries, in accordance with their
internal category, may choose between allocating (a) 20% or 100%, (b) 30% or 100%, and (c) 50% or 100%, of the amounts received by them
as profit sharing regarding the immediate year to the exercise of stock options, thereby allowing them to acquire the corresponding amount of Ambev
shares. The totality of the shares acquired is to be delivered to the beneficiary within forty-five days from the corresponding exercising
date (which shall not be later than forty-five days from the stock option grant date). The beneficiaries are under a five-year lock-up
period.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
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. The
fair value of the share options is estimated at the grant date, using an option pricing model. Based on the expected number of options
that will be exercised, the fair value of the options granted is recognized as an expense over the vesting period with a corresponding
credit to equity. When the options are exercised, the equity is increased by the amount of the proceeds received.
(ii) Share-Based Plan
In this plan, certain employees and members of
the management of the Company or its subsidiaries are eligible to receive shares of the Company, including in the form of ADRs. The shares
that are subject to the Share-Based Plan are designated as “restricted shares”.
The delivery of restricted shares is made free,
and the waiting period may vary between three and five years from the corresponding share-based plan grant date, during which the beneficiary
must remain employed at Ambev or any other company of its group.
The restricted shares give to participants the
right to receive additional shares with the same conditions, such as compensation dividends and Interest on shareholder’s equity
paid by the Company during the waiting period. The right to receive restricted and additional shares can be fully or partially lost depending
on circumstances, including resignation or resignation during the grace period.
Under the Share-Based Plan, the reference price
per restricted share is defined on the grant date based on the share price of the trading session on B3 S.A. immediately prior to the
granting of the shares and based on the number of grant shares. During the grace period the amount is recorded as expense against equity.
The shares are transferred to attendees according to terms and periods by the respective programs.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
The total number of outstanding options developed
was as follows:
Thousand options |
03/31/2022 |
|
12/31/2021 |
|
|
|
|
Options outstanding at January |
113,760 |
|
127,265 |
Options exercised during the period |
- |
|
(5,247) |
Options forfeited during the period |
(2,003) |
|
(8,258) |
Options outstanding at the end of the period |
111,757 |
|
113,760 |
The range of exercise prices of the outstanding
options is from R$15.95 (R$15.95 in 2021) to R$45.85 (R$45.97 in 2021) and the weighted average remaining contractual life is approximately
6.68 years (6.70 years in 2021).
Of the 111,757 thousand outstanding options (113,760
thousand in 2021), 62,164 thousand options were vested in 2022 (59,250 thousand in 2021).
The weighted average exercise price of the options is as follows:
In R$ per share |
03/31/2022 |
|
12/31/2021 |
|
|
|
|
Options outstanding at January 1 |
19.92 |
|
19.81 |
Options forfeited during the period |
19.44 |
|
25.27 |
Options exercised during the period |
- |
|
13.16 |
Options outstanding at the end of the period |
19.92 |
|
19.92 |
Options exercisable at the end of the period |
20.89 |
|
21.14 |
For the period ended in March 31, 2022 there
were no options exercised (in December 31, 2021 the weighted average share price as at the exercise date was R$17.87).
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 did not
grant deferred shares under the Stock Option Plan (in 2021 110 thousand deferred shares have been granted, which are valued based on the
share price for the trading session immediately prior to the grant, which represented a fair value of R$1,690). Such deferred shares are
subject to a grace period of five years from the grant date.
During
the period, the Company granted 19,481 thousand restricted shares under the Share-Based
Plan (20,629 thousand in 2021),
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$296,111 in 2022 (R$325,735
in 2021). 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, 2022 All amounts in thousands 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):
Deferred shares
Thousand deferred shares |
03/31/2022 |
|
12/31/2021 |
|
|
|
|
Deferred shares outstanding at January 1 |
1,168 |
|
6,065 |
New deferred shares during the period |
- |
|
110 |
Deferred shares granted during the period |
(214) |
|
(4,964) |
Deferred shares forfeited during the period |
(4) |
|
(43) |
Deferred shares outstanding at the end of the period |
950 |
|
1,168 |
Restricted shares
Thousand restricted shares |
03/31/2022 |
|
12/31/2021 |
|
|
|
|
Restricted shares outstanding at January |
62,545 |
|
43,458 |
New restricted shares during the period |
19,481 |
|
20,629 |
Restricted shares granted during the period |
- |
|
(22) |
Restricted shares forfeited during the period |
(509) |
|
(1,520) |
Restricted shares outstanding at the end of the period |
81,517 |
|
62,545 |
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$78,796 on March 31, 2022 (R$105,960 on March 31, 2021), recorded as administrative expenses.
| 23. | 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, 2022 All amounts in thousands 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.
The exceptions to the policy must be approved by the Operations, Finance and Compensation Committee (COF).
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, 2022, 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.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
In accordance with the hedge accounting, the
effective hedge amount is recorded in equity and, in the event of an ineffective portion this result is recorded immediately in finance
result during the period ineffectiveness was identified, for cash flow hedge and net investment hedge.
The following tables summarize the exposure identified
and protected in accordance with the Company’s Risk Policy.
Non-derivative financial instruments
Put options granted on subsidiaries: the Company
constituted a liability related to the acquisition of a non-controlling interest of the operations in the Dominican Republic. This financial
instrument 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, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
Transactions protected by derivative financial instruments in accordance
with the Financial Risk Management Policy
|
|
|
|
|
|
|
|
|
03/31/2022 |
|
|
|
|
|
|
|
Fair Value |
|
Gain / (Losses) |
Exposure |
|
Risk |
|
|
Notional |
|
Assets |
Liabilities |
|
Finance Result |
Operational Result |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
(20,047,668) |
|
20,047,668 |
|
623,045 |
(162,592) |
|
(564,476) |
339,502 |
(1,329,314) |
|
|
Commodities |
(2,781,277) |
|
2,781,277 |
|
591,322 |
(9,523) |
|
(25,586) |
291,817 |
331,487 |
|
|
US Dollars |
(17,080,116) |
|
17,080,116 |
|
28,865 |
(151,045) |
|
(536,355) |
39,007 |
(1,730,526) |
|
|
Euros |
(30,032) |
|
30,032 |
|
- |
(1,444) |
|
(350) |
274 |
(1,740) |
|
|
Mexican Pesos |
(156,243) |
|
156,243 |
|
2,858 |
(580) |
|
(2,185) |
8,404 |
71,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Assets |
|
|
(421,672) |
|
421,672 |
|
1,329 |
(16,251) |
|
(33,373) |
8,989 |
10,748 |
|
|
US Dollars |
(421,672) |
|
421,672 |
|
1,329 |
(16,251) |
|
(33,373) |
8,989 |
10,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
(316,311) |
|
316,311 |
|
378 |
(8,467) |
|
(34,411) |
7,244 |
199,874 |
|
|
US Dollars |
(316,311) |
|
316,311 |
|
378 |
(8,467) |
|
(34,411) |
7,244 |
199,874 |
March 31, 2022 |
|
|
(20,785,651) |
|
20,785,651 |
|
624,752 |
(187,310) |
|
(632,260) |
355,735 |
(1,118,692) |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
|
|
|
12/31/2021 |
|
03/31/2021 |
|
|
|
|
|
|
|
Fair Value |
|
Gain / (Losses) |
Exposure |
|
Risk |
|
|
Notional |
|
Assets |
Liabilities |
|
Finance Result |
Operational Result |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
(18,911,847) |
|
18,911,847 |
|
597,455 |
(421,087) |
|
(565,405) |
380,447 |
1,180,937 |
|
|
Commodities |
(3,179,859) |
|
3,179,859 |
|
455,294 |
(41,244) |
|
(40,204) |
149,074 |
157,425 |
|
|
US Dollars |
(15,516,386) |
|
15,516,386 |
|
136,243 |
(378,396) |
|
(524,149) |
248,358 |
1,049,036 |
|
|
Euros |
(31,839) |
|
31,839 |
|
- |
(787) |
|
(72) |
1,120 |
(2,170) |
|
|
Mexican Pesos |
(183,763) |
|
183,763 |
|
5,918 |
(660) |
|
(980) |
(18,105) |
(23,354) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Assets |
|
|
(1,111,350) |
|
1,111,350 |
|
1,065 |
(53,327) |
|
(136,798) |
33,714 |
37,404 |
|
|
US Dollars |
(1,111,350) |
|
1,111,350 |
|
1,065 |
(53,327) |
|
(136,798) |
33,714 |
37,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
(365,752) |
|
365,752 |
|
453 |
(18,132) |
|
(44,404) |
13,049 |
65,247 |
|
|
US Dollars |
(365,752) |
|
365,752 |
|
453 |
(18,132) |
|
(44,404) |
13,049 |
65,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Instrument |
|
|
- |
|
- |
|
- |
- |
|
(55,339) |
- |
- |
|
|
Stock Exchange Prices |
- |
|
- |
|
- |
- |
|
(55,339) |
- |
- |
Total |
|
|
(20,388,949) |
|
20,388,949 |
|
598,973 |
(492,546) |
|
(801,946) |
427,210 |
1,283,588 |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
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, 2022, the Company was not applying hedges to the exposure described below:
|
03/31/2022 |
|
Risk |
|
Interest rate |
Amount in Brazilian Real |
Brazilian Reais |
7.5% |
2,301,351 |
Working capital in Argentinean Peso |
36.7% |
91,463 |
Other |
10.9% |
222,367 |
US Dollars |
14.0% |
11,631 |
Canadian Dollars |
2.5% |
365,213 |
Pre-fixed interest rate |
|
2,992,025 |
|
|
|
|
|
|
Brazilian Reais |
14.0% |
85,782 |
Post fixed interest rate |
|
85,782 |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
|
12/31/2021 |
|
Risk |
|
Interest rate |
Amount in Brazilian Real |
Brazilian Reais |
7.2% |
2,343,257 |
Working capital in Argentinean Peso |
34.7% |
30,514 |
Other |
11.3% |
226,037 |
US Dollars |
13.1% |
17,450 |
Canadian Dollars |
2.5% |
430,781 |
Pre-fixed interest rate |
|
3,048,039 |
|
|
|
|
|
|
Brazilian Reais |
11.6% |
82,999 |
Post fixed interest rate |
|
82,999 |
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 provides 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, 2022 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, 2022.
3 - Remote scenario: 50% deterioration in each
transaction’s main risk factor compared to the level observed as at March 31, 2022.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
Transaction |
Risk |
Fair Value |
Probable scenario |
Adverse scenario |
Remote scenario |
|
|
|
|
|
|
Commodities hedge |
Decrease in commodities price |
581,799 |
479,964 |
(113,520) |
(808,839) |
Input purchases |
|
(581,799) |
(479,964) |
113,520 |
808,839 |
Foreign exchange hedge |
Foreign currency decrease |
(121,346) |
(329,072) |
(4,437,944) |
(8,754,542) |
Input purchases |
|
121,346 |
329,072 |
4,437,944 |
8,754,542 |
Cost effects |
|
- |
- |
- |
- |
|
|
|
|
|
|
Foreign exchange hedge |
Foreign currency decrease |
(14,922) |
(16,394) |
(120,340) |
(225,758) |
Capex Purchases |
|
14,922 |
16,394 |
120,340 |
225,758 |
Fixed asset effects |
|
- |
- |
- |
- |
|
|
|
|
|
|
Foreign exchange hedge |
Foreign currency decrease |
(8,089) |
(8,811) |
(87,167) |
(166,244) |
Expenses |
|
8,089 |
8,811 |
87,167 |
166,244 |
Expense effects |
|
- |
- |
- |
- |
|
|
- |
- |
- |
- |
As at March 31, 2022 the Notional and Fair Value amounts per instrument
and maturity were as follow:
|
|
Notional Value |
Exposure |
Risk |
2022 |
2023 |
2024 |
2025 |
>2025 |
Total |
|
|
|
|
|
|
|
|
Cost |
|
19,065,964 |
981,704 |
- |
- |
- |
20,047,668 |
|
Commodities |
2,553,251 |
228,026 |
- |
- |
- |
2,781,277 |
|
US Dollars |
16,371,277 |
708,839 |
- |
- |
- |
17,080,116 |
|
Euros |
27,346 |
2,686 |
- |
- |
- |
30,032 |
|
Mexican Pesos |
114,090 |
42,153 |
- |
- |
- |
156,243 |
|
|
|
|
|
|
|
|
Fixed assets |
|
379,824 |
41,848 |
- |
- |
- |
421,672 |
|
US Dollars |
379,824 |
41,848 |
- |
- |
- |
421,672 |
|
|
|
|
|
|
|
|
Expenses |
|
296,673 |
19,638 |
- |
- |
- |
316,311 |
|
US Dollars |
296,673 |
19,638 |
- |
- |
- |
316,311 |
|
|
19,742,461 |
1,043,190 |
- |
- |
- |
20,785,651 |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
|
|
Fair Value |
Exposure |
Risk |
2022 |
2023 |
2024 |
2025 |
>2025 |
Total |
|
|
|
|
|
|
|
|
Costs |
|
459,545 |
908 |
- |
- |
- |
460,453 |
|
Commodities |
566,577 |
15,222 |
- |
- |
- |
581,799 |
|
US Dollars |
(107,613) |
(14,567) |
- |
- |
- |
(122,180) |
|
Euros |
(1,434) |
(10) |
- |
- |
- |
(1,444) |
|
Mexican Pesos |
2,015 |
263 |
- |
- |
- |
2,278 |
|
|
|
|
|
|
|
|
Fixed assets |
|
(13,730) |
(1,192) |
- |
- |
- |
(14,922) |
|
US Dollars |
(13,730) |
(1,192) |
- |
- |
- |
(14,922) |
|
|
|
|
|
|
|
|
Expenses |
|
(7,356) |
(733) |
- |
- |
- |
(8,089) |
|
US Dollars |
(7,356) |
(733) |
- |
- |
- |
(8,089) |
|
|
438,459 |
(1,017) |
- |
- |
- |
437,442 |
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.
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.
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
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, 2022. As at March 31,
2022, there was no concentration of credit risk on any counterparties in excess of the limits established by the Company’s risk
policy.
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.
|
|
|
|
|
|
|
03/31/2022 |
|
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) |
33,193,331 |
34,492,492 |
29,765,587 |
392,844 |
2,017,951 |
924,556 |
1,391,554 |
Secured bank loans |
247,039 |
285,213 |
81,226 |
52,409 |
25,670 |
50,363 |
75,545 |
Unsecured bank loans |
84,070 |
85,782 |
85,782 |
- |
- |
- |
- |
Debentures and bonds |
- |
(116,554) |
- |
- |
- |
(116,554) |
- |
Other unsecured loans |
130,108 |
286,473 |
47,638 |
42,140 |
32,544 |
21,459 |
142,692 |
Lease liabilities |
2,639,307 |
2,969,700 |
760,861 |
767,069 |
506,699 |
611,773 |
323,298 |
|
36,293,855 |
38,003,106 |
30,741,094 |
1,254,462 |
2,582,864 |
1,491,597 |
1,933,089 |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
|
|
|
|
|
|
|
12/31/2021 |
|
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) |
38,976,332 |
40,186,347 |
34,690,647 |
1,279,731 |
2,248,841 |
327,195 |
1,639,933 |
Secured bank loans |
247,039 |
328,023 |
88,883 |
61,671 |
26,380 |
50,363 |
100,726 |
Unsecured bank loans |
84,070 |
84,079 |
84,079 |
- |
- |
- |
- |
Other unsecured loans |
130,108 |
234,594 |
46,448 |
48,104 |
29,095 |
20,719 |
90,228 |
Lease liabilities |
2,639,307 |
3,070,913 |
788,514 |
756,146 |
550,688 |
422,406 |
553,159 |
|
42,076,856 |
43,903,956 |
35,698,571 |
2,145,652 |
2,855,004 |
820,683 |
2,384,046 |
(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.
Through the equity swap transactions approved
on May 13, 2020 and December 9, 2020 by the Board of Directors of Ambev, 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.
On March 31, 2022, the Company does not have
equity swap positions (on March 31, 2021 equity swap operations resulted in a loss of R$55,339).
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.
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 assess the effectiveness of the risk exposure that management intends to cover
(foreign exchange, and interest rate, among others).
The table below shows all the financial instruments
recognized in the financial statements, segregated by category:
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
|
03/31/2022 |
|
Amortized cost |
Fair value through profit or loss |
Total |
Financial assets |
|
|
|
Cash and cash equivalents less bank overdrafts |
12,796,459 |
- |
12,796,459 |
Trade receivables excluding prepaid expenses |
6,703,375 |
- |
6,703,375 |
Investment securities |
206,949 |
1,345,730 |
1,552,679 |
Derivatives hedges |
- |
624,752 |
624,752 |
Total |
19,706,783 |
1,970,482 |
21,677,265 |
|
|
|
|
Financial liabilities |
|
|
|
Trade payables |
22,513,248 |
- |
22,513,248 |
Put options granted on subsidiaries |
- |
2,860,907 |
2,860,907 |
Derivatives hedges |
- |
187,310 |
187,310 |
Interest-bearing loans and borrowing |
2,986,344 |
- |
2,986,344 |
Other liabilities |
1,894,193 |
- |
1,894,193 |
Total |
27,393,785 |
3,048,217 |
30,442,002 |
|
12/31/2021 |
|
Amortized cost |
Fair value through profit or loss |
Total |
Financial assets |
|
|
|
Cash and cash equivalents less bank overdrafts |
16,597,184 |
- |
16,597,184 |
Trade receivables excluding prepaid expenses |
7,084,660 |
- |
7,084,660 |
Investment securities |
192,877 |
1,914,607 |
2,107,484 |
Derivatives hedges |
- |
598,973 |
598,973 |
Total |
23,874,721 |
2,513,580 |
26,388,301 |
|
|
|
|
Financial liabilities |
|
|
|
Trade payables |
25,694,967 |
- |
25,694,967 |
Put options granted on subsidiaries |
- |
3,291,388 |
3,291,388 |
Derivatives hedges |
- |
492,546 |
492,546 |
Interest-bearing loans and borrowing |
3,100,524 |
- |
3,100,524 |
Other liabilities |
2,458,381 |
- |
2,458,381 |
Total |
31,253,872 |
3,783,934 |
35,037,806 |
(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;
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
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.
|
03/31/2022 |
|
12/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
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 |
1,345,730 |
- |
- |
1,345,730 |
|
1,914,607 |
- |
- |
1,914,607 |
Derivatives - operational hedge |
166,494 |
458,258 |
- |
624,752 |
|
159,081 |
439,892 |
- |
598,973 |
|
1,512,224 |
458,258 |
- |
1,970,482 |
|
2,073,688 |
439,892 |
- |
2,513,580 |
Financial liabilities |
|
|
|
|
|
|
|
|
|
Financial liabilities at fair value through profit and loss |
- |
- |
2,860,907 |
2,860,907 |
|
- |
- |
3,291,388 |
3,291,388 |
Derivatives - operational hedge |
33,327 |
153,983 |
- |
187,310 |
|
193,386 |
299,160 |
- |
492,546 |
|
33,327 |
153,983 |
2,860,907 |
3,048,217 |
|
193,386 |
299,160 |
3,291,388 |
3,783,934 |
Reconciliation of changes in the assets categorized at Level 3
Financial liabilities at December 31, 2021 |
3,291,388 |
Total gains and losses during the period |
(430,481) |
Losses/(gains) recognized in net income |
29,461 |
Losses/(gains) recognized in equity |
(459,942) |
Financial liabilities at March 31, 2022 |
2,860,907 |
(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 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 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 the Tranche A shares, exercisable from 2021, and
Tranche B shares, exercisable from 2029, whereas until March 31, 2022, no options were exercised. On March 31, 2022, the sum of the two
ELJ tranches is R$2,854,324 (R$3,284,805 on December 31, 2021).
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
The fair value of 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 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 weighted average cost of capital
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, 2022
the Company held R$1,052,972 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment
securities (R$1,152,769 as at December 31, 2021).
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, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
24.
COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS
|
03/31/2022 |
12/31/2021 |
|
|
|
Collateral given for the Company’s own liabilities |
739,788 |
788,709 |
Other commitments |
1,435,415 |
1,718,968 |
|
2,175,203 |
2,507,677 |
|
|
|
Commitments to suppliers |
45,866,280 |
51,561,982 |
|
45,866,280 |
51,561,982 |
The collateral provided for liabilities
totaled approximately R$2,175,203 as at March 31, 2022 (R$2,507,677 as at December 31, 2021), including R$688,752 (R$682,636 as at December
31, 2021) 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, 2022, Ambev maintained R$1,052,972 (R$1,152,769 as at December 31, 2021) in highly liquid financial investments or in cash, classified
as cash and cash equivalents and investment securities (Note 23 - Financial instruments and risks).
Most of the balance relates to commitments
to suppliers of packaging.
Future contractual commitments as at March 31,
2022 and December 31, 2021 are as follow:
|
03/31/2022 |
12/31/2021 |
|
|
|
Less than 1 year |
10,500,213 |
11,559,858 |
Between 1 and 2 years |
9,494,831 |
9,982,233 |
More than 2 years |
25,871,236 |
30,019,891 |
|
45,866,280 |
51,561,982 |
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 14 - Provisions).
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
The Company and its subsidiaries have 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:
|
03/31/2022 |
12/31/2021 |
|
|
|
Income tax and social contribution |
55,034,341 |
54,258,733 |
Value-added and excise taxes |
24,537,488 |
23,912,359 |
PIS and COFINS |
3,014,826 |
2,667,560 |
Others |
1,667,963 |
1,606,253 |
|
84,254,618 |
82,444,905 |
Principal lawsuits with a likelihood of possible loss
Except for monetary inflation, there were no
relevant changes in the main cases with possible chances of loss when compared to the period ended December 31, 2021.
Contingent assets
In 2017, the STF decided for, in the judgment
of RE No. 574,706/PR, with binding effects, the unconstitutionality of the inclusion of ICMS in the taxable basis of PIS and COFINS. Such
decision was ratified by the STF in May 2021, within the judgement of the amendment presented by the General Attorney's Office (PGFN),
when the Court confirmed that the ICMS to be excluded from the PIS and COFINS taxable basis is that declared in the invoice and determined
that the decision should produce effects only as of March 15, 2017 (date on which RE 574,706/PR was ruled), except for taxpayers who had
judicial and administrative claims filed until that date (which is the case for the Company and its subsidiaries).
The Company and its subsidiaries have several
lawsuits related to this matter, some with final and unappealable favorable decisions. As the federal tax regime applicable to the soft
drinks and beer sector has changed over time, the Company and its subsidiaries have lawsuits which refer to three different periods: (i)
1990 to 2009, (ii) 2009 to 2015 (period in which the “REFRI Taxation Model” was in force - special soft drinks and beer regime,
provided for Article 58-J of Law No. 10,833 of 2003) and (iii) from 2015 onwards (also known as “New Model Taxation”).
From 2018 to 2022, the Company and its subsidiaries
recognized, in accordance with IAS 37, recoverable tax credits related to this matter in the total amount of R$7.6 billion, of which (i)
R$0.7 billion is related to the period from 1990 to 2009 and R$2.4 billion refers to New Model Taxation, being R$1.7 billion related to
the period from 05/2015 to 02/2017 and R$0.7 related to the period from 03/2017 to 12/2018 when the Company and its subsidiaries implemented
the judicial decisions authorizing the exclusion of the ICMS from the PIS and COFINS taxable basis in its regular transactions and which
right of recovery is protected considering the decision rendered by the STF in the context of the judgment of RE 574.706/PR and (ii) R$4.45
billion is related to periods from 2009 to 2015, during which the REFRI Taxation
Model was in effect. Part of these amounts has already been offset by the Company and its subsidiaries, according to the final and unappealable
decision of the respective judicial lawsuit and the necessary administrative procedures. Amounts yet to be offset remain registered in
the asset account (see Note 8 – Recoverable Taxes).
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
The accounting recognition of the amounts mentioned
above occurred as a result of (i) the realization of the gain being virtually certain according to the decision provided by the STF in
RE 574,706/PR and the specific circumstances of each case; and (ii) the fact that the amount could be estimated with sufficient reliability,
by collecting the respective documents and quantifying the related amount. As to the tax credit related to the period in which the REFRI
was in force, the amount could be estimated with sufficient reliability after several analyses made (with the assistance of our external
consultants) that allowed (i) the identification of the total ICMS included per liter in the retail selling prices that were verified
by the Federal Government at the time and that had an impact on the reference prices used as the basis for determination of the PIS and
COFINS; and (ii) the calculation of the exclusion of such total ICMS from the taxable basis of PIS and COFINS in the transactions carried
out by the Company and its subsidiaries.
In addition, with respect to transactions realized
after the implementation of the individual judicial decisions authorizing the exclusion of the ICMS from the PIS and COFINS taxable basis,
the Company and its subsidiaries had a positive impact of R$4.1 billion, net of the amounts mentioned above, which represented a reduction
in the PIS and COFINS expense.
For additional matters related to the New Model
Taxation, the Company estimates that the contingent asset corresponds to R$0.2 billion, which will be recognized once the realization
of the gain is virtually certain given the specific circumstances of the case and upon confirmation of the estimated values with sufficient
reliability.
26.
RELATED PARTIES
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, 2022 All amounts in thousands 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 22 - Share-based
payments).
Total expenses related to the Company’s management members
are as follow:
|
03/31/2022 |
03/31/2021 |
|
|
|
Short-term benefits (i) |
16,086 |
28,828 |
Share-based payments (ii) |
11,708 |
10,765 |
Total key Management remuneration |
27,794 |
39,593 |
(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 abovementioned plan (Note
22 - 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, 2022 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, and facilities for assisting elderly people, either directly or through financial assistance agreements
with other entities. As at March 31, 2022 and December 31, 2021, 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, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
The
expenses incurred by Fundação Zerrenner with third parties, for providing these benefits totaled R$73,726 (R$69,777
as at March 31, 2021), of which R$64,646 and R$9,080 were related to active employees
and retirees respectively (R$62,224 and R$7,553 as at March 31, 2021 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$23,964, for four years and with monthly payments until December
31, 2022.
c) Leasing - Ambev head office
Ambev has a leasing agreement for two
sets of commercial premises with Fundação Zerrenner, for R$5,277, for five years and with monthly payments until December
31, 2025.
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 AB InBev in Brazil and Canada
and, through a license granted to AB InBev, 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$3,195 as at March 31, 2022
(R$326 as at March 31, 2021) and R$164,041 (R$163,248 as at March 31, 2022) as licensing income and expenses, respectively.
Ambev has licensing agreements with the Group
Modelo, subsidiaries of AB InBev, 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, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
Transactions with related parties
|
03/31/2022 |
Current |
Trade receivables (i) |
Other trade receivables (i) |
Trade payables (i) |
Dividends receivables |
AB Africa |
4,087 |
- |
- |
- |
AB InBev |
118,172 |
- |
(197,352) |
- |
AB Package |
- |
- |
(110,269) |
- |
AB Services |
22,803 |
- |
(3,113) |
- |
AB USA |
45,801 |
6,355 |
(280,060) |
- |
Bavaria |
9,006 |
- |
(13,962) |
- |
Cervecería Modelo |
13,279 |
- |
(403,305) |
- |
Cervecerías Peruanas |
316 |
- |
(7,838) |
- |
Inbev |
656 |
21,968 |
(52,526) |
- |
Panama Holding |
3,473 |
- |
- |
1,364 |
Other |
10,825 |
907 |
(39,161) |
- |
|
228,418 |
29,230 |
(1,107,586) |
1,364 |
(i) The amount represents trading operations (purchase and sale) and
reimbursements between the companies of the group.
|
12/31/2021 |
Current |
Trade receivables (i) |
Other trade receivables (i) |
Trade payables (i) |
Dividends receivables |
AB Africa |
5,282 |
- |
- |
- |
AB InBev |
45,423 |
- |
(167,018) |
- |
AB Package |
- |
- |
(63,117) |
- |
AB Services |
32,698 |
- |
(3,024) |
- |
AB USA |
34,498 |
11,454 |
(330,678) |
- |
Bavaria |
3,604 |
- |
(11,046) |
- |
Cervecería Modelo |
6,133 |
- |
(548,431) |
- |
Cervecerías Peruanas |
3,362 |
- |
(16,594) |
- |
Inbev |
813 |
26,412 |
(26,448) |
- |
Panama Holding |
4,643 |
- |
- |
1,512 |
Other |
16,627 |
1,093 |
(43,867) |
- |
|
153,083 |
38,959 |
(1,210,223) |
1,512 |
(i) The amount represents trading operations (purchase and sale) and
reimbursements between the companies of the group.
|
03/31/2022 |
12/31/2021 |
Non-current |
Trade payables |
Trade payables |
ITW International |
(343,176) |
(407,916) |
|
(343,176) |
(407,916) |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
The tables below represent transactions with
related parties, recognized in the income statement:
|
03/31/2022 |
Company |
Sales and other |
Service fees / Reimbursement of expenses and other receivables |
|
Product purchases and other |
Service fees / reimbursement of expenses and other payables |
Net finance cost |
AB InBev |
- |
- |
|
(42,554) |
- |
- |
AB Package |
- |
- |
|
(86,608) |
- |
- |
AB USA |
6,453 |
- |
|
(257,936) |
(816) |
- |
Ambev Peru |
331 |
- |
|
- |
- |
- |
Bavaria |
50,109 |
- |
|
(14,790) |
- |
- |
Cervecería Modelo |
630 |
- |
|
(398,328) |
- |
- |
Cervecerías Peruanas |
- |
- |
|
(7,607) |
- |
- |
GCC India |
- |
- |
|
- |
(1,990) |
- |
Inbev |
- |
- |
|
(68,066) |
- |
- |
ITW International |
- |
- |
|
- |
- |
3,322 |
Other |
849 |
3,259 |
|
(37,326) |
- |
- |
|
58,372 |
3,259 |
|
(913,215) |
(2,806) |
3,322 |
|
03/31/2021 |
Company |
Sales and other |
Service fees / Reimbursement of expenses and other receivables |
|
Product purchases and other |
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 |
Other |
4,344 |
38 |
|
(28,302) |
- |
- |
|
16,350 |
38 |
|
(926,514) |
(18,825) |
12,992 |
AMBEV S.A. |
|
Notes to the interim consolidated financial statements For the period ended March 31, 2022 All amounts in thousands of Brazilian Reais unless otherwise stated |
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”) |
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 17, 2022
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AMBEV S.A. |
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By: |
/s/ Lucas Machado Lira |
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Lucas Machado Lira
Chief Financial and Investor Relations Officer |
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