SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 

For the month of May, 2019

Commission File Number 1565025

 

 

AMBEV S.A.
(Exact name of registrant as specified in its charter)
 

AMBEV S.A.
(Translation of Registrant's name into English)
 

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil
(Address of principal executive office)
 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 


Form 20-F ___X___ Form 40-F _______

  Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____


 
 

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - AMBEV S.A.          

 

Interim Consolidated Balance Sheets

As at March 31, 2019 and December 31, 2018

(Expressed in thousands of Brazilian Reais)

 

Assets

Note

03/31/2019

12/31/2018 (i)

(restated)

01/01/2018 (i)

(restated)

       

 

Cash and cash equivalents

5

12,822,525

11,463,498

10,354,527

Investment securities

6

13,772

13,391

11,883

Derivative financial instruments

20

259,305

220,032

350,036

Trade receivable

 

3,980,360

4,879,256

4,944,831

Inventories

7

6,032,744

5,401,793

4,318,973

Income tax and social contributions recoverable

 

1,019,327

1,285,424

2,770,376

Other recoverable taxes

 

961,015

863,290

600,165

Other assets

 

1,105,090

1,202,921

1,367,282

Current assets

 

26,194,138

25,329,605

24,718,073

       

 

       

 

Investment securities

6

162,349

147,341

121,956

Derivative financial instruments

20

30,643

34,900

35,188

Income tax and social contributions recoverable

 

3,857,356

3,834,413

2,312,664

Other recoverable taxes

 

537,109

539,795

225,036

Deferred tax assets

8

2,599,205

2,064,742

2,310,906

Other assets

 

1,528,124

1,687,419

1,964,424

Employee benefits

 

64,975

64,285

58,443

Investments in joint ventures

 

256,573

257,135

237,961

Property, plant and equipment

9

21,431,950

21,638,008

20,705,145

Intangible

 

5,845,036

5,840,598

4,674,704

Goodwill

10

34,398,074

34,276,176

31,401,874

Non-current assets

 

70,711,394

70,384,812

64,048,301

       

 

Total assets

 

96,905,532

95,714,417

88,766,374

 

(i) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application.

 

The accompanying notes are an integral part of these interim consolidated financial statements.

1


 
 

Interim Consolidated Balance Sheets (continued)

As at March 31, 2019 and December 31, 2018

(Expressed in thousands of Brazilian Reais)

 

Equity and liabilities

Note

03/31/2019

12/31/2018 (i)

(restated)

01/01/2018 (i)

(restated)

       

 

Trade payables

 

13,322,881

14,050,045

11,853,928

Derivative financial instruments

20

310,001

679,298

215,090

Interest-bearing loans and borrowings

11

2,657,486

1,941,221

1,699,358

Bank overdrafts

5

1

-

1,792

Wages and salaries

 

863,181

851,619

1,047,182

Dividends and interest on shareholders’ equity payable

 

775,305

806,981

1,778,633

Income tax and social contribution payable

 

1,516,532

1,558,589

1,668,407

Taxes and contributions payable

 

2,361,807

3,781,622

3,825,440

Put option granted on subsidiary and other liabilities

 

1,300,694

1,366,589

6,807,925

Provisions

12

144,998

172,997

168,957

Current liabilities

 

23,252,886

25,208,961

29,066,712

       

 

Trade payables

 

84,817

126,142

175,054

Derivative financial instruments

20

852

2,450

2,434

Interest-bearing loans and borrowings

11

2,427,752

2,162,442

2,831,189

Deferred tax liabilities

8

2,394,771

2,424,567

2,329,229

Income tax and social contribution payable

 

2,110,090

2,227,795

2,418,027

Taxes and contributions payable

 

669,593

675,564

771,619

Put option granted on subsidiary and other liabilities

 

2,674,079

2,661,799

429,102

Provisions

12

453,503

426,227

512,580

Employee benefits

 

2,346,552

2,343,662

2,310,685

Non-current liabilities

 

13,162,009

13,050,648

11,779,919

       

 

Total liabilities

 

36,414,895

38,259,609

40,846,631

       

 

Equity

13

   

 

Issued capital

 

57,798,844

57,710,202

57,614,140

Reserves

 

70,081,754

70,122,561

63,298,135

Carrying value adjustments

 

(71,795,387)

(71,584,756)

(74,966,573)

Retained earnings

 

3,023,305

-

-

Equity attributable to equity holders of Ambev

 

59,108,516

56,248,007

45,945,702

Non-controlling interests

 

1,382,121

1,206,801

1,974,041

Total Equity

 

60,490,637

57,454,808

47,919,743

       

 

Total equity and liabilities

 

96,905,532

95,714,417

88,766,374

 

(i) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application.

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

 

2


 
 

Interim Consolidated Income Statements

For the three-month period ended March 31, 2019 and 2018

(Expressed in thousands of Brazilian Reais)

 

 

 

Note

03/31/2019

03/31/2018

(restated)

       

Net sales

15

            12,640,126

            11,640,219

Cost of sales

 

            (5,107,701)

            (4,455,934)

Gross profit

 

              7,532,425

              7,184,285

       

Distribution expenses

 

            (1,626,722)

            (1,596,123)

Sales and marketing expenses

 

            (1,401,281)

            (1,465,381)

Administrative expenses

 

               (661,522)

               (571,192)

Other operating income/(expenses), net

16

                 231,253

                 257,560

Exceptional items

 

                 (18,420)

                   (8,432)

Income from operations

 

              4,055,733

              3,800,717

       

Finance cost

17

               (959,761)

               (974,763)

Finance income

17

                 287,693

                 375,541

Net finance cost

 

               (672,068)

               (599,222)

       

Share of result of joint ventures

 

                   (2,136)

                        617

Income before income tax

 

              3,381,529

              3,202,112

       

Income tax expense

18

               (632,461)

               (614,526)

Net income

 

              2,749,068

              2,587,586

       

Attributable to:

     

Equity holders of  Ambev

 

              2,661,850

              2,505,919

Non-controlling interests

 

                   87,218

                   81,667

       

Basic earnings per share – common - R$

 

                       0.17

                       0.16

Diluted earnings per share – common - R$

 

                       0.17

                       0.16

 

(i) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application.

The accompanying notes are an integral part of these interim consolidated financial statements.

3


 
 

Interim Consolidated Statements of Comprehensive Income

For the three-month period ended March 31, 2019 and 2018

(Expressed in thousands of Brazilian Reais)

 

 

 

03/31/2019

03/31/2018

(restated)

     

Net income

2,749,068

2,587,586

     

Items that will not be recycled to profit or loss:

   

Full recognition of actuarial gains/(losses)

3,407

(3,189)

     

Items that may be recycled subsequently to profit or loss:

   

Exchange differences on translation of foreign operations (gains/(losses)

   

Investment hedge -  put option granted on subsidiary

(5,681)

57,390

Gains/losses on translation of other foreign operations

(192,810)

(449,880)

Gains/losses on translation of foreign operations

(198,491)

(392,490)

     

Cash flow hedge - gains/(losses)

   

Recognized in Equity (Hedge reserve)

422,713

43,008

Removed from Equity (Hedge reserve) and included in profit or loss

(437,035)

(99,931)

Total cash flow hedge

(14,322)

(56,923)

     

Other comprehensive (loss)/income

(209,406)

(452,602)

     

Total comprehensive income

2,539,662

2,134,984

     

Attributable to:

   

   Equity holders of Ambev

2,451,219

2,054,672

   Non-controlling interest

88,443

80,312

 

(i) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application.

The accompanying notes are an integral part of these interim consolidated financial statements. The consolidated statements of comprehensive income are presented net of income tax. The income tax effects of these items are disclosed in Note 8 - Deferred income tax and social contribution.

 

4


 
 

Interim Consolidated Statements of Changes in Equity

For the three-month period ended March 31, 2019

(Expressed in thousands of Brazilian Reais)

 

 

 

 Attributable to equity holders of Ambev

     
 

 Capital

 Capital reserves

 Net income reserves

 Retained earnings

Carrying value adjustments

 Total

 

Non-controlling interests

Total equity

At December 31, 2018

57,710,202

54,781,194

15,434,093

-

(71,584,866)

56,340,623

 

1,206,801

57,547,424

Impact of the adoption of IFRS 16 (i)

-

-

(92,726)

-

110

(92,616)

 

-

(92,616)

At January 1, 2019

57,710,202

54,781,194

15,341,367

-

(71,584,756)

56,248,007

 

1,206,801

57,454,808

                   

 Net Income

-

-

-

2,661,850

-

2,661,850

 

87,218

2,749,068

                   

Comprehensive income:

                 

Gains/(losses) on translation of foreign operations

-

-

-

-

(198,902)

(198,902)

 

411

(198,491)

Cash flow hedges

-

-

-

-

(14,824)

(14,824)

 

502

(14,322)

Actuarial gains/(losses)

-

-

-

-

3,095

3,095

 

312

3,407

Total comprehensive income

-

-

-

2,661,850

(210,631)

2,451,219

 

88,443

2,539,662

Capital increase

88,642

(86,118)

-

-

-

2,524

 

-

2,524

Effect of application of IAS 29 (hyperinflation) (iii)

-

-

-

361,455

-

361,455

 

-

361,455

Gains/(losses) of controlling interest´s share (ii)

-

-

-

-

-

-

 

107,030

107,030

Dividends distributed

-

-

-

-

-

-

 

(20,153)

(20,153)

Purchase of shares and result on treasury shares

-

302

-

-

-

302

 

-

302

Share-based payments

-

45,009

-

-

-

45,009

 

-

45,009

At March 31, 2019

57,798,844

54,740,387

15,341,367

3,023,305

(71,795,387)

59,108,516

 

1,382,121

60,490,637

 

(i) As described in Note 3 - Summary of significant account police.

 

(ii) As described in Note 1 (b) Application of inflation accounting and Financial Reporting in Hyperinflationary Economies .

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

5


 
 

Interim Consolidated Statements of Changes in Equity (continued)

For the three-month period ended March 31, 2018

(Expressed in thousands of Brazilian Reais)

 

 

 

 Attributable to equity holders of Ambev

     
 

 Capital

 Capital

reserves

 Net income

reserves

 Retained

earnings

Carrying value adjustments

 Total

 

Non-controlling interests

Total equity

At December 31, 2017

57,614,140

54,700,909

8,660,235

-

(74,966,470)

46,008,814

 

1,974,041

47,982,855

Impact of the adoption of IFRS 15 (i)

-

-

-

(355,383)

-

(355,383)

 

-

(355,383)

Impact of the adoption of IFRS 16

-

-

(63,009)

-

(103)

(63,112)

 

-

(63,112)

At January 1, 2018

57,614,140

54,700,909

8,597,226

(355,383)

(74,966,573)

45,590,319

 

1,974,041

47,564,360

                   

 Net Income

-

-

-

2,505,919

-

2,505,919

 

81,667

2,587,586

   

 

 

           

Comprehensive income:

                 

Gains/(losses) on translation of foreign operations

-

-

-

-

(392,913)

(392,913)

 

423

(392,490)

Cash flow hedges

-

-

-

-

(55,743)

(55,743)

 

(1,180)

(56,923)

Actuarial gain/(losses)

-

-

-

-

(2,591)

(2,591)

 

(598)

(3,189)

Total comprehensive income

-

-

-

2,505,919

(451,247)

2,054,672

 

80,312

2,134,984

Capital increase

96,062

(89,876)

-

-

-

6,186

 

-

6,186

Gains/(losses) of controlling interest´s share

-

-

-

-

1,068,695

1,068,695

 

(1,079,050)

(10,355)

Dividends distributed

-

-

-

-

-

-

 

(30,876)

(30,876)

Acquired shares and result on treasury shares

-

(2,548)

-

-

-

(2,548)

 

-

(2,548)

Share-based payment

-

33,473

-

-

-

33,473

 

-

33,473

Prescribed dividends

-

-

-

(50)

-

(50)

 

-

(50)

At March 31, 2018

57,710,202

54,641,958

8,597,226

2,150,486

(74,349,125)

48,750,747

 

944,427

49,695,174

 

(i) As described in Note 3 - Summary of significant account police.

 

(ii) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application.

 

(iii) As described in Note 1 – Corporate information.

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

6


 
 

Interim Consolidated Cash Flow Statements

For the three-month period ended March 31, 2019 and 2018

 (Expressed in thousands of Brazilian Reais)

 

 

Note

03/31/2019

03/31/2018 (ii)

(restated)

       

Net income

 

2,749,068

2,587,586

Depreciation, amortization and impairment

 

1,046,498

977,780

Impairment losses on receivables and inventories

 

45,148

35,043

Additions/(reversals) in provisions and employee benefits

 

14,812

46,228

Net finance cost

17

672,068

599,222

Losses/(gain) on sale of property, plant and equipment and intangible assets

 

(11,800)

21,928

Equity-settled share-based payment expense

19

45,402

33,855

Income tax expense

18

632,461

614,526

Share of result of joint ventures

 

2,136

(617)

Other non-cash items included in the profit

 

(438,793)

(115,626)

Cash flow from operating activities before changes in working capital and use of provisions

 

4,757,000

4,799,925

       

(Increase)/decrease in trade and other receivables

 

687,221

865,500

(Increase)/decrease in inventories

 

(666,025)

(464,714)

Increase/(decrease) in trade and other payables

 

(1,222,901)

(2,509,576)

Cash generated from operations

 

3,555,295

2,691,135

       

Interest paid

 

(73,176)

(101,330)

Interest received

 

132,991

100,239

Dividends received

 

245

-

Income tax paid

 

(1,535,210)

(1,749,515)

Cash flow from operating activities

 

2,080,145

940,529

       

Proceeds from sale of property, plant and equipment and intangible assets

 

19,831

1,432

Acquisition of property, plant and equipment and intangible assets

 

(546,056)

(472,676)

Acquisition of subsidiaries, net of cash acquired

 

(44,562)

(3,074,047)

Acquisition of other investments

 

-

(5,000)

Investment in short term debt securities and net proceeds/(acquisition) of debt securities

 

(14,644)

(7,800)

Net proceeds/(acquisition) of other assets

 

202,296

(249)

Cash flow from investing activities

 

(383,135)

(3,558,340)

       

Capital increase

 

2,524

6,186

Proceeds/(repurchase) of treasury shares

 

(1,333)

(8,599)

Acquisition of non-controlling interest

 

(34)

-

Proceeds from borrowings

 

801,611

2,026,650

Repayment of borrowings

 

(92,395)

(93,437)

Cash net of finance costs other than interests

 

(886,701)

(307,307)

Payment of finance lease liabilities

 

-

-

Payment of lease liabilities

 

(154,496)

(150,448)

Dividends and Interest on shareholder´s equity paid

 

(53,007)

(1,099,721)

Cash flow from financing activities

 

(383,831)

373,324

       

Net  increase/(decrease) in cash and cash equivalents

 

1,313,179

(2,244,487)

Cash and cash equivalents less bank overdrafts at beginning of year (i)

 

11,463,498

10,352,735

Effect of exchange rate fluctuations 

 

45,847

(154,898)

Cash and cash equivalents less bank overdrafts at end of year (i)

 

12,822,524

7,953,350

 

(i) Net of bank overdrafts.

(ii) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application.

 

The accompanying notes are an integral part of these interim consolidated financial statements .

7


 
 

Notes to the interim consolidated financial statements:

1.

Corporate information

2.

Statement of compliance

3.

Summary of significant accounting policies

4.

Use of estimates and judgments

5.

Cash and cash equivalents

6.

Investment securities

7.

Inventories

8.

Deferred income tax and social contribution

9.

Property, plant and equipment

10.

Goodwill

11.

Interest-bearing loans and borrowings

12.

Provisions

13.

Changes in equity

14.

Segment reporting

15.

Net sales

16.

Other operating income/(expenses)

17.

Finance cost and income

18.

Income tax and social contribution

19.

Share-based payments

20.

Financial instruments and risks

21.

Collateral and contractual commitments with suppliers , advances from customers and other

22.

Contingent liability

23.

Non-cash items

24.

Related parties

25.

Events after the reporting period

 

8


 
 

1.    CORPORATE INFORMATION

 

(a)     Description of business

 

Ambev S.A. ( referred to as the “Company” or “Ambev”), headquartered in São Paulo, Brazil, has purpose directly or through the participation in other companies, produces and sells beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general, as well as the advertising of its and third party products, the sale of promotional and advertising materials and the direct or indirect exploitation of bars, restaurants, snack bars and the like, among others.

 

The Company’s shares and ADR’s (American Depositary Receipts) are listed on the B3 S.A.- Brasil, Bolsa, Balcão as “ABEV3” and on the New York Stock Exchange (NYSE) as “ABEV”.

 

The Company’s direct controlling shareholders are Interbrew International B.V. (“IIBV”), AmBrew S.A. (“Ambrew”), both subsidiaries of Anheuser-Busch InBev N.V. (“AB InBev”) and Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação Zerrenner”).

 

The interim financial statements were approved by the Board of Directors on May 6, 2019.

 

(b)   Major corporate events in 2019 and 2018:

 

Application of inflation accounting and financial reporting in hyperinflationary economies

 

In June 2018, the Argentinean peso underwent a severe devaluation resulting in the three-year cumulative inflation of Argentina to exceed 100%, thereby triggering the requirement to transition to hyperinflation accounting as prescribed by IAS 29 Financial Reporting in Hyperinflationary Economies as of 1 January 2018 (beginning of the reporting period in which it identifies the existence of hyperinflation).

 

Under IAS 29, the non-monetary assets and liabilities, the equity and the income statement of subsidiaries operating in hyperinflationary economies are restated for changes in the general purchasing power of the local currency applying a general price index.

 

The financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, whether they are based on a historical cost approach or a current cost approach, shall be stated in terms of the measuring unit current at the end of the reporting period and conversion into Brazilian Real at the period closing exchange rate.

 

9


 
 

Consequently, the company has applied hyperinflation accounting for its Argentinean subsidiaries in these consolidated interim financial statements applying the IAS 29 rules as follows:

 

·      hyperinflation accounting was applied as of 1 January 2018 (under paragraph 4 of IAS 29, the standard applies to the financial statements of any entity from the beginning of the reporting period in which it identifies the existence of hyperinflation);

·      non-monetary assets and liabilities stated at historical cost (e.g. property plant and equipment, intangible assets, goodwill, etc.) and equity of Argentina  were restated using an inflation index. The hyperinflation impacts resulting from changes in the general purchasing power until 31 December 2017 were reported in retained earnings and the impacts of changes in the general purchasing power from 1 January 2018 are reported through the income statement on a dedicated account for hyperinflation monetary adjustments in the finance line (see also Note 17 - Finance cost and income). Under paragraph 3 of IAS 29, there is no a general price index, but allow to be executed judgement when restatement of financial statements  becomes necessary. That way, the index used was based in Resolution 539/18 issued by Argentine Federation of Professional Boards on Economic Sciences: i) from January 1st, 2017 onwards the national IPC (national consumer price index) and; ii) to December 31,2016 the IPIM (wholesale price index).

·      the income statement is adjusted at the end of each reporting period using the change in the general price  index and is converted at the closing exchange rate of each period (rather than the year to date average rate for non-hyperinflationary economies), thereby restating the year to date income statement account both for inflation index and currency conversion;

·      the prior year income statement and the first and second quarter of 2018 and balance sheet of the Argentinean subsidiaries were not restated. Under paragraph 42 (b) of IAS 21 when amounts are translated into the currency of a non-hyperinflationary economy, comparative amounts shall be those that were presented as current year amounts in the relevant prior year financial statements (i.e. not adjusted for subsequent changes in the price level or subsequent changes in exchange rates). 

 

Exchange contracts for future financial flows - Equity Swap

 

On December 21, 2017 Ambev's Board of Directors approved the conclusion of new equity swap contracts, without prejudice of the liquidation, within the regulatory term, of the contracts still in force. The new contracts may cover the exposure in up to 44 million common shares (of which all or part may be through ADR's), with a limit value of up to R$820 million.

 

10


 
 

On May 15, 2018 Ambev’s Board of Directors approved the conclusion of new equity swap contracts, without prejudice of the liquidation, within the regulatory term, of the contracts still in force. The new contracts may cover the exposure in up to 80 million common shares (of which all or part may be through ADR's), with a limit value of up to R$1.8 billion.

 

On December 20, 2018, the Board of Directors of Ambev approved the conclusion of new equity swap contracts, without prejudice to the liquidation, within the regulatory term, of the equity swap contracts still in force. The settlement of the new approved equity swap contracts shall occur within a maximum period of 18 months from approval, and such contracts may result in exposure up to 80 million common shares (of which all or part may be through ADRs), with a limit value up to R$1.5 billion, in addition to contracts already executed in the context of the approvals of December 21, 2017 and May 15, 2018, and which have not yet been settled, may result in an exposure up to 137,394,353 common shares (all or part of which may be through ADR's).

 

Addendum to the Agreement with PepsiCo

 

The long-term agreement with PepsiCo, under which the Company has the exclusive right to bottle, sell and distribute certain brands on PepsiCo’s portfolio of soft drinks in Brazil, including Pepsi Cola, Gatorade, H2OH! and Lipton Ice Tea, was amendment in October 2018 to reflect certain changes in the trade agreement between the parties. The new terms of the agreement were approved by CADE in December 2018 and became effective as of January 1 st , 2019. The agreement will be in force until December 31, 2027.

 

Sale of subsidiary

 

On June 8, 2018 the Company concluded the sale of all shares of the subsidiary, Barbados Bottling Co. Limited, active in the Soft drink segment, by the amount of US$53 million, corresponding to R$179 million. An result of this transaction the Company recorded a gain of US$22 million, corresponding to R$75 million on the transaction date and to R$79 million in December 31, 2018, in the income statement as Exceptional item.

 

Perpetual licensing agreement with Quilmes

 

In September 2017, Quilmes, a subsidiary of Ambev, entered into an agreement whereby AB InBev will grant a perpetual license to Quilmes in Argentina for Budweiser and other North American brands upon the recovery of the distribution rights by AB InBev from the Chilean company Compañia Cervecerías Unidas S.A. - CCU. The agreement also foreseed the transfer of the brewery of Cerveceria Argentina Sociedad Anonima Isenbeck by AB InBev to Quilmes and the transfer of some Argentinean brands (Norte, Iguana and Baltica) and related business assets along with US$50 million by Quilmes to CCU. The transaction was closed on May 2, 2018, following the approval, on April 27, 2018, by the Argentinean antitrust authority (Comisión Nacional de Defensa de la Competencia) of the main transaction documents and verification of other usual conditions closing. The Company recorded a gain of 306 million of Argentinean pesos, corresponding to R$50 million on the transaction date and to R$30 million in December 31, 2018 in the income statement as a result of the application of the accounting practice for the exchange of assets involving transactions under common control as Exceptional item.

11


 
 

 

Renegotiation of shareholders agreement from Tenedora

 

On December 1st, 2017, Ambev  informed  its  shareholders  and  the  general  market  that  the  E. León Jimenes, S.A. (“ELJ”), partner of Ambev in Tenedora, S.A. (“Tenedora”), which holds almost all shares of Cervecería Nacional Dominicana, S.A (“CND”), would exercise partially, as provide for in shareholders’ agreement of Tenedora, ELJ put option with relation to approximately 30% of capital stock by Tenedora. Due the partial put exercise option, the Company will pay to ELJ the amount of USD 926.5 million and would be the holder of approximately 85% of Tenedora, and ELJ will remain with 15% interest of CND. Considering the strategic importance of alliance with the ELJ, the  Board of Directors of Ambev approved this date the change of the call option term from 2019 to 2022. The transaction was subject to certain conditions precedent that was concluded on January 18, 2018.

 

2.    STATEMENT OF COMPLIANCE

 

The consolidated financial statements have been prepared using the accounting basis of going concern and are being presented in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).

 

The information does not meet all disclosure requirements for the presentation of full annual financial statements and thus should be read in conjunction with the consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) for the year ended December 31, 2018. To avoid duplication of disclosures which are included in the annual financial statements, the following notes were not subject to full filling:

 

(a)    Summary of significant accounting policies (Note 3);

(b)   Exceptional items (Note 8);

(c)    Payroll and related benefits (Note 9);

(d)   Additional information on operating expenses by nature (Note 10);

(e)    Goodwill (Note 14);

(f)    Intangible (Note 15);

(g)   Investment securities (Note 16);

(h)   Trade receivables (Note 19);

(i)     Changes in equity (Note 21);

(j)     Interest-bearing loans and borrowings (Note 22);

12


 
 

(k)   Employee benefits (Note 23);

(l)     Trade payables (Note 25);

(m) Contingent liabilities (Note 29);

(n)   Group Companies (Note 32);

(o)   Insurance (Note 33)

 

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

There were no significant changes in accounting policies and calculation methods used for the financial statements as of  March 31, in relation to those presented in the financial statements for the years ended December 31, 2018, except for the policy described below:

 

IFRS 16 Leases (effective from annual periods beginning on or after January 1 st , 2019) replaces the current lease accounting requirements and introduces significant changes in the accounting, this change removes the distinction between operating and finance leases under IAS 17 Leases and related interpretations, and requires a lessee to be  recognize as right-of-use asset and a liability according to which contract period.

 

The adoption of the standard as of January 1, 2019, the company have adopted the retrospectively presentation for the consolidated financial statements, demonstrated as restated, the impacted in the financial statements are demonstrated below:

 

- Recognition of right of use assets and lease liabilities in the balance sheet, initially measured at the present value of future lease payments;

 

- Recognition of depreciation expenses of right of use assets in the income statement;

 

- Recognition of interest expenses in the financial result on the lease liabilities in the income statement; and

 

- Segregation of the payment of the leases by a principal portion presented within the financing activities and an interest component presented within the operational activities in the cash flows.

 

The new lease definitions have been applied to all identified contracts in effect on the date of adoption of the standard. IFRS 16 determines that the contract contains a lease if it transmits to the lessee the right to control the use of the identified asset for a period of time by exchange of counter payments.

 

The Company carried out an inventory of the contracts, evaluating whether or not they contain a lease in accordance with IFRS 16. This analysis identified impacts mainly related to the leasing operations of real estate from third parties, trucks, cars, forklifts and servers.

 

13


 
 

Short-term (12 months or less) and low value (USD 5,000 or less) leases were not subject to this analysis, as permitted by the standard. For these contracts, the Company will continue to recognize a lease expense on a straight-line basis.

 

When measuring lease liabilities, the company discounted lease payments using incremental borrowing rates at January 1st, 2019. The weighted average rate applied is 12.6%.

 

The company have adopted the retrospectively presentation for the consolidated financial statements. The tables below summarize the impacts on the adoption of the standard in the balance sheet, income statement, statement of comprehensive income and statement of cash flows:

 

 

12/31/2018

 

01/01/2018

Consolidated Balance Sheets

Originally Submitted

IFRS 16

Restated

 

Originally Submitted

IFRS 16

Restated

Assets

             
               

Current assets

25,329,605

-

25,329,605

 

24,718,073

-

24,718,073

               

Deferred tax assets

2,017,475

47,267

2,064,742

 

2,279,339

31,567

2,310,906

Investments in joint ventures

257,135

-

257,135

 

237,961

-

237,961

Property, plant and equipment

20,096,996

1,541,012

21,638,008

 

18,822,327

1,882,818

20,705,145

Other non-current assets

46,424,927

-

46,424,927

 

40,794,289

-

40,794,289

Non-current assets

68,796,533

1,588,279

70,384,812

 

62,133,916

1,914,385

64,048,301

               

Total assets

94,126,138

1,588,279

95,714,417

 

86,851,989

1,914,385

88,766,374

               

Equity and liabilities

             
               

Interest-bearing loans and borrowings

1,560,630

380,591

1,941,221

 

1,321,122

378,236

1,699,358

Other current liabilities

23,267,740

-

23,267,740

 

27,367,354

-

27,367,354

Current liabilities

24,828,370

380,591

25,208,961

 

28,688,476

378,236

29,066,712

               

Interest-bearing loans and borrowings

862,138

1,300,304

2,162,442

 

1,231,928

1,599,261

2,831,189

Other non-current liabilities

10,888,206

-

10,888,206

 

8,948,730

-

8,948,730

Non-current liabilities

11,750,344

1,300,304

13,050,648

 

10,180,658

1,599,261

11,779,919

               

Total liabilities

36,578,714

1,680,895

38,259,609

 

38,869,134

1,977,497

40,846,631

               

Equity

             
               

Issued capital

57,710,202

-

57,710,202

 

57,614,140

-

57,614,140

Reserves

70,215,287

-92,726

70,122,561

 

63,361,144

-63,009

63,298,135

Carrying value adjustments

-71,584,866

110

-71,584,756

 

-74,966,470

-103

-74,966,573

Equity attributable to equity holders of Ambev

56,340,623

-92,616

56,248,007

 

46,008,814

-63,112

45,945,702

Non-controlling interests

1,206,801

-

1,206,801

 

1,974,041

-

1,974,041

Total Equity

57,547,424

-92,616

57,454,808

 

47,982,855

-63,112

47,919,743

               

Total equity and liabilities

94,126,138

1,588,279

95,714,417

 

86,851,989

1,914,385

88,766,374

 

 

14


 
 

 

 

03/31/2018

Consolidated Income Statements

Originally Submitted

IFRS16

Restated

       

Cost of sales

-4,460,748

4,814

-4,455,934

Gross profit

-4,460,748

4,814

-4,455,934

       

Distribution expenses

-1,623,818

27,695

-1,596,123

Sales and marketing expenses

-1,471,470

6,089

-1,465,381

Administrative expenses

-572,143

951

-571,192

Income from operations

-8,128,179

39,549

-8,088,630

       

Finance cost

-919,834

-54,929

-974,763

Net finance cost

-919,834

-54,929

-974,763

       

Share of result of joint ventures

617

-

617

Income before income tax

-9,047,396

-15,380

-9,062,776

       

Income tax expense

-619,863

5,337

-614,526

       

Net income

2,597,629

-10,043

2,587,586

       

Attributable to:

     

Equity holders of  Ambev

2,515,962

-10,043

2,505,919

Non-controlling interests

81,667

-

81,667

       

Basic earnings per share – common - R$

0.1601

-0.0006

0.1595

Diluted earnings per share – common - R$

0.1588

-0.0006

0.1582

 

 

03/31/2018

Consolidated Statements of Comprehensive Income

Originally Submitted

IFRS 16

Restated

       
       

Net income

2,597,629

-10,043

2,587,586

       

Total comprehensive income

2,145,027

-10,043

2,134,984

Attributable to:

     

   Equity holders of Ambev

2,064,715

-10,043

2,054,672

   Non-controlling interest

80,312

-

80,312

 

 

03/31/2018

Consolidated Cash Flow Statements

Originally Submitted

IFRS 16

Restated

       

Net income

2,597,629

-10,043

2,587,586

Depreciation, amortization and impairment

869,095

108,679

977,780

Net finance cost

544,293

54,929

599,222

Income tax expense

619,863

-5,337

614,526

Share of result of joint ventures

-617

-

-617

Cash flow from operating activities

4,630,263

148,228

4,778,497

 

     

Payment of lease liabilities

-2,214

-148,234

-150,448

Cash flow from financing activities

-2,214

-148,234

-150,448

       

Net  increase/(decrease) in cash and cash equivalents

-2,244,487

-

-2,244,487

 

 

 

15


 
 

(a)   Basis of preparation and measurement

 

The interim financial statements are presented in thousands of Brazilian Real (“R$”), unless otherwise indicated, rounded to the nearest thousand indicated. Depending on the applicable IFRS requirement, the measurement basis used in preparing the interim financial statements is historical cost, net realizable value, fair value or recoverable amount.

(b)   Recently issued IFRS


There were no new standards for the period ended March 31, 2019, for the preparation of these interim financial statements.

 

Other Standards, Interpretations and Amendments to Standards

 

The other amendments to standards effective for annual periods beginning after 1 January 2019, have not been listed previously because of either their non-applicability to or their immateriality to Ambev’s consolidated financial statements.

 

4.    USE OF ESTIMATES AND JUDGMENTS

 

The preparation of interim financial statements in conformity with IFRS requires Management to make judgments, estimates and assumptions that affect the application of accounting practices and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on past experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for decision making regarding the judgments about carrying amounts of assets and liabilities that are not readily evident from other sources. Actual results may differ from these estimates.

The estimates and assumptions are reviewed on a regular basis. Changes in accounting estimates may affect the period in which they are realized, or future periods.

Although each of its significant accounting policies reflects judgments, assessments or estimates, the Company believes that the following accounting practices reflect the most critical judgments, estimates and assumptions that are important to its business operations and the understanding of its results:

(i) predecessor accounting;

(ii) business combinations;

(iii) impairment;

(iv) provisions;

(v) share-based payments;

(vi) employee benefits;

(vii) current and deferred tax;

(viii) joint arrangements;

16


 
 

(ix) measurement of financial instruments, including derivatives;

(x) inflation accounting and financial reporting in hyperinflationary economies; and

 

The fair values of acquired identifiable intangibles of indefinite useful life are based on an assessment of future cash flows. Impairment analyses of goodwill and indefinite-lived intangible assets are performed at least annually and whenever a triggering event occurs, in order to determine whether the carrying value exceeds the recoverable amount.

 

The Company uses its judgment to select a variety of methods including the net fair value of expenses approach and option valuation models and makes assumptions about the fair value of financial instruments that are mainly based on market conditions existing at each balance sheet date.

 

Actuarial assumptions are established to anticipate future events and are used in calculating pension and other long-term employee benefit expense and liability. These factors include assumptions with respect to interest rates, rates of increase in health care costs, rates of future compensation increases, turnover rates, and life expectancy.

 

The company is subject to income tax in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income tax. There are some transactions and calculations for which the ultimate tax determination is uncertain. Some subsidiaries within the Company are involved in tax audits usually in relation to prior years. These audits are ongoing in various jurisdictions at the balance sheet date and, by their nature, these can take considerable time until its conclusion.

 

As described in Note 1 (b) Application of inflation accounting and financial reporting in hyperinflationary economies , under paragraph 3 of IAS 29, there are no a general price index, but allow to be executed judgement when restatement of financial statements  becomes necessary. That way, the index used was based in Resolution 539/18 issued by Argentine Federation of Professional Boards on Economic Sciences: i) from January 1st, 2017 onwards the national IPC (national consumer price index); ii) to December 31,2016 the IPIM (wholesale price index).

 

 

17


 
 

5.        CASH AND CASH EQUIVALENTS

 

 

03/31/2019

12/31/2018

     

Cash

154,312

594,995

Current bank accounts

3,929,229

4,875,673

Short term bank deposits (i)

8,738,984

5,992,830

Cash and cash equivalents

12,822,525

11,463,498

     

Bank overdrafts

(1)

-

Cash and cash equivalents less bank overdraft

12,822,524

11,463,498

 

(i) The balance refers mostly to Bank Deposit Certificates - CDB, high liquidity, which are readily convertible into known amounts of cash and which are subject to an insignificant risk of change in value.

 

Current account balances include guarantee deposits in the amount of R$342 million as of March 31, 2019 (R$356 million on December 31, 2018) held by the subsidiary of Cuba, which are not freely transferable to the parent company for reasons of exchange restrictions.

 

6.        INVESTMENTS SECURITIES

 

 

03/31/2019

12/31/2018

     

Financial asset at fair value through profit or loss-held for trading

13,772

13,391

Current investments securities

13,772

13,391

     

Debt held-to-maturity(i)

162,349

147,341

Non-current investments securities

162,349

147,341

     

Total

176,121

160,732

 

(i) The balance refers substantially to Bank Deposit Certificates - CDB linked to tax incentives and don’t have  an immediate convertibility in a known amount of cash.

 

7.        INVENTORIES

 

 

03/31/2019

12/31/2018

     

Finished goods

         2,217,141

     1,687,954

Work in progress

            432,512

        339,459

Raw material

         2,549,233

     2,517,305

Consumables

            114,236

        106,989

Spare parts and other

            606,864

        597,030

Prepayments

            259,862

        304,442

Impairment losses

          (147,104)

      (151,386)

 

         6,032,744

     5,401,793

 

Write-offs/losses on inventories recognized in the income statement amounted to R$31,081 in the period ended in March 31, 2019 (R$22,292 in the period ended in March 31, 2018).

 

 

18


 
 

8.        DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION

 

Deferred taxes for income tax and social contribution taxes are calculated on temporary differences between the tax bases of these taxes and the accounting calculation of the Company, among which, tax losses. The rates of these taxes in Brazil, which are expected at the realization of deferred taxes, are 25% for income tax and 9% for social contribution. For the other regions, with operational activity, expected rates, are as follow:

 

Central America and the Caribbean

from 23% to 31%

Latin America (i)

from 14% to 30%

Canada

26%

 

(i) Amendments to Argentine tax legislation approved on December 29, 2017 affected the Company beginning in October 2018 and reduced the income tax rate in the first two years from 35% to 30% and, as a after, to 25%.

 

Deferred tax assets are recognized to the extent that it is probable that future taxable profit is probable, which may be offset against temporary differences recorded currently, with a special emphasis on tax losses.

 

The amount of deferred income tax and social contribution by type of temporary difference is detailed as follows:

 

 

03/31/2019

 

12/31/2018

(restated)

 

 Assets

 Liabilities

 Net

 

 Assets

 Liabilities

 Net

Investment securities

9,968

-

9,968

 

10,010

-

10,010

Intangible

-

(1,032,419)

(1,032,419)

 

-

(1,031,160)

(1,031,160)

Employee benefits

632,022

-

632,022

 

614,842

-

614,842

Trade payables

1,967,987

(262,690)

1,705,297

 

1,807,744

(271,922)

1,535,822

Trade receivable

50,573

(579)

49,994

 

41,245

(2,274)

38,971

Derivatives

17,685

(303,656)

(285,971)

 

18,711

(304,178)

(285,467)

Interest-Bearing Loans and Borrowings

2,698

(84,976)

(82,278)

 

2,480

(78,480)

(76,000)

Inventories

238,249

(66,363)

171,886

 

266,732

(44,769)

221,963

Property, plant and equipment

119,362

(1,445,390)

(1,326,028)

 

109,643

(1,386,445)

(1,276,802)

Withholding tax over undistributed profits and royalties

-

(815,629)

(815,629)

 

-

(863,832)

(863,832)

Investments in joint ventures

-

(421,589)

(421,589)

 

-

(421,589)

(421,589)

Interest on shareholders' equity

369,036

-

369,036

 

-

-

-

Loss carryforwards

792,574

-

792,574

 

791,001

-

791,001

Provisions

413,939

(10,650)

403,289

 

363,122

(23,981)

339,141

Complement of income tax of foreign subsidiaries due in Brazil

-

(41,707)

(41,707)

 

-

-

-

Impact of the adoption of IFRS 16 (leasing operations)

50,687

-

50,687

 

47,270

-

47,270

Other items

53,941

(28,639)

25,302

 

50,568

(54,560)

(3,992)

Gross deferred tax assets / (liabilities)

4,718,721

(4,514,287)

204,434

 

4,123,368

(4,483,190)

(359,822)

Netting by taxable entity

(2,119,516)

2,119,516

-

 

(2,058,626)

2,058,623

(3)

Net deferred tax assets / (liabilities)

2,599,205

(2,394,771)

204,434

 

2,064,742

(2,424,567)

(359,825)

 

The Company only offsets the balances of deferred income tax and social contribution assets against liabilities when they are within the same entity, same nature and are expected to be realized in the same period.

19


 
 

At March 31, 2019 the assets and liabilities deferred taxes related to combined tax losses has an expected utilization/settlement by temporary differences as follows:

 

 

03/31/2019

Deferred taxes not related to tax losses

to be realized until 12 months

to be realized after 12 months

Total

       

Investment securities

-

9,968

9,968

Intangible

(1,182)

(1,031,237)

(1,032,419)

Employee benefits

66,921

565,101

632,022

Trade payables

(204,164)

1,909,461

1,705,297

Trade receivable

45,390

4,604

49,994

Derivatives

(285,971)

-

(285,971)

Interest-bearing loans and borrowings

(66,543)

(15,735)

(82,278)

Inventories

183,742

(11,856)

171,886

Property, plant and equipment

(97,940)

(1,228,088)

(1,326,028)

Withholding tax over undistributed profits and royalties

-

(815,629)

(815,629)

Investments in joint ventures

-

(421,589)

(421,589)

Interest on shareholders' equity

369,036

-

369,036

Provisions

199,183

204,106

403,289

Complement of income tax of foreign subsidiaries due in Brazil

(41,707)

-

(41,707)

Impact of the adoption of IFRS 16 (leasing operations)

-

50,687

50,687

Other items

2,566

22,736

25,302

Total

169,331

(757,471)

(588,140)

 

The majority of tax losses and negative social contribution bases on which deferred income tax and social contribution were calculated do not have a limitation period. Its use is based on the projection of the future existence of taxable profits, according to the reality of the past years and to the projections of the Company's business in the economies where it is located, in compliance, therefore, with the applicable fiscal and accounting rules.

 

Deferred tax related to tax losses

03/31/2019

2019

269,855

2020

65,499

2021

49,544

2022

25,170

2023

39,834

2024 to 2026

264,659

2027 to 2029 (i)

78,013

Total

792,574

 

(i) There is no expectation of realization that exceeds the term of 10 years.

 

At March 31, 2019, deferred tax assets in the amount of R$611,934 (R$624,272 in December 31, 2018) related to tax losses were not recorded as the realization is not probable.

 

Major part of the tax losses amount do not have carryforward limit for utilization and the tax losses carried forward in relation to the credit are equivalent to R$2,447,658 in March 31, 2019 (R$2,496,838 in December 31, 2018).

 

 

20


 
 

The net change in deferred income tax and social contribution is detailed as follows:

 

At December 31, 2018

(359,825)

Full recognition of actuarial gains/(losses)

2,721

Investment hedge - put option of a subsidiary interest

35,583

Cash flow hedge - gains/(losses)

15,740

Gains/(losses) on translation of other foreign operations

248,501

Recognized in other comprehensive income

302,545

Recognized in income statement

346,724

Changes directly in balance sheet

(85,010)

Recognized in deferred tax

(85,671)

Effect of application of IAS 29 (hyperinflation)

(85,671)

Recognized in other group of balance sheet

661

At March 31, 2019

204,434

 

 

9.        PROPERTY, PLANT AND EQUIPMENT

 

 

 

03/31/2019

 

12/31/2018

(restated)

 

Land and buildings

Plant and equipment

Fixtures and fittings

Under construction

Assets of right of use

Total

 

Total

Acquisition cost

       

 

     

Balance at end of previous year

10,375,533

28,075,659

5,690,374

1,422,048

2,394,070

47,957,684

 

42,144,416

Effect of movements in foreign exchange

(80,229)

(379,278)

(112,886)

(6,804)

4,546

(574,651)

 

(13,170)

Effect of application of IAS 29 (hyperinflation)

80,919

262,432

91,691

15,010

-

450,052

 

3,589,040

Impact of the adoption of IFRS 16 (leasing operations)

-

-

-

-

355,808

355,808

 

70,078

Acquisition through exchange transaction of shareholdings

-

-

-

-

-

-

 

218,411

Acquisition through business combinations

280

253

4,574

5,687

-

10,794

 

-

Acquisitions

1,360

127,714

14,924

398,992

-

542,990

 

3,520,513

Disposals and write-off

(383)

(116,767)

(17,465)

-

-

(134,615)

 

(1,416,610)

Transfer to other asset categories

91,402

244,788

102,009

(525,461)

16,106

(71,156)

 

(162,939)

Others

(1)

1

-

15

-

15

 

7,945

Balance at end

10,468,881

28,214,802

5,773,221

1,309,487

2,770,530

48,536,921

 

47,957,684

         

 

     

Depreciation and Impairment

       

 

     

Balance at end of previous year

(3,031,365)

(18,246,620)

(4,185,211)

-

(856,480)

(26,319,676)

 

(21,439,271)

Effect of movements in foreign exchange

10,695

215,271

87,246

-

(1,591)

311,621

 

(130,695)

Effect of application of IAS 29 (hyperinflation)

(12,987)

(143,879)

(73,355)

-

-

(230,221)

 

(1,908,732)

Acquisition through business combinations

(81)

(139)

(2,782)

-

-

(3,002)

 

-

Write-ff through exchange transaction of shareholdings

-

-

-

-

-

-

 

(20,518)

Depreciation

(84,406)

(618,401)

(160,143)

-

(112,060)

(975,010)

 

(3,965,671)

Impairment losses

-

(17,200)

(34)

-

-

(17,234)

 

(179,982)

Disposals and write-off

32

110,471

16,292

-

-

126,795

 

1,351,814

Transfer to other asset categories

(764)

6,284

(159)

-

(5,330)

31

 

(30,670)

Others

-

1,725

-

-

-

1,725

 

4,049

Balance at end

(3,118,876)

(18,692,488)

(4,318,146)

-

(975,461)

(27,104,971)

 

(26,319,676)

Carrying amount:

       

 

     

December 31, 2018

7,344,168

9,829,039

1,505,163

1,422,048

1,537,590

21,638,008

 

21,638,008

March 31, 2019

7,350,005

9,522,314

1,455,075

1,309,487

1,795,069

21,431,950

   

 

21


 
 

Capitalized interests and fixed assets provided as security are not material. Effective from annual periods beginning on or after January 1 st , 2019, IFRS 16 replaces the existing lease accounting requirements and represents a significant change in the accounting and reporting of leases that were previously classified as operating leases, with more assets and liabilities to be reported on the balance sheet and a different recognition of lease costs and related interpretations, and requires a lessee to recognize a right-of-use asset and a lease liability at lease commencement date Note 3.

 

10.     GOODWILL

 

 

03/31/2019

12/31/2018

     

Balance at end of previous year

      34,276,176

      31,401,874

Effect of movements in foreign exchange

           (52,970)

        1,224,804

Effect of application of IAS 29 (hyperinflation)

           174,868

        1,686,487

Acquisition, (write-off) and disposal through business combinations (i)

                    -  

           (36,989)

Balance at the end of period

      34,398,074

      34,276,176

 

The carrying amount of goodwill was allocated to the different cash-generating units as follows :

 

 

Functional currency

03/31/2019

12/31/2018

LAN:

     

Brazil

BRL

17,668,393

17,668,393

  Goodwill

 

102,911,026

102,911,026

  Non-controlling transactions (i)

 

(85,242,633)

(85,242,633)

Dominican Republic

DOP

3,519,630

3,510,138

Cuba (ii)

USD

1,964

1,952

Panama

PAB

1,353,895

1,346,288

       

LAS:

     

Argentina (iii)

ARS

1,885,721

1,950,744

Bolivia

BOB

1,378,342

1,370,601

Chile

CLP

50,033

48,695

Paraguay

PYG

844,011

873,147

Uruguay

UYU

172,589

177,417

       

NA:

     

Canada

CAD

7,523,496

7,328,801

   

34,398,074

34,276,176

 

(i) It refers to the exchange of shareholdings operation occurred in 2013 as a result of the adoption of the predecessor basis of accounting.

 

(ii) The functional currency of Cuba, the Cuban convertible peso (CUC), has fixed parity with the dollar (USD) at balance sheet date.

 

(iii)This variation mainly refers to the Application of inflation accounting and financial reporting in hyperinflationary economies, as described in Note 1(b).

 

 

 

22


 
 

11.     INTEREST-BEARING LOANS AND BORROWINGS

 

 

03/31/2019

12/31/2018

(restated)

     

Secured bank loans

2,186,824

1,404,852

Unsecured bank loans

37,493

86,572

Other unsecured loans

39,119

39,163

Financial leasing

394,050

410,634

Current liabilities

2,657,486

1,941,221

     

Secured bank loans

412,669

434,709

Unsecured bank loans

217,076

212,283

Debentures and unsecured bond issues

105,159

104,675

Other unsecured loans

107,083

99,048

Financial leasing

1,585,765

1,311,727

Non-current liabilities

2,427,752

2,162,442

 

Additional information regarding the exposure of the Company to the risks of interest rate and foreign currency are disclosed on Note 20 – Financial instruments and risks .

 

Contractual clauses (covenants)

As at March 31, 2019, the Company's loans had equal rights to payment without subordination clauses. Except for the credit lines due to FINAME contracted by the Company with Banco Nacional de Desenvolvimento Econômico e Social – BNDES (“BNDES”), where collateral were provided on assets acquired with the credit granted which serve as collateral; other loans and financing contracted by the Company predicted only guarantees as personal collateral or are unsecured. The most loan contracts contained financial covenants including: financial covenants, including limitation on new indebtedness; going-concern; maintenance, in use or in good condition for the business, of the Company's assets; restrictions on acquisitions, mergers, sale or disposal of its assets; disclosure of financial statements under Brazilian GAAP and IFRS; and/or no prohibition related to new real guarantees for loans contracted, except if: (i) expressly authorized under the aforementioned loan agreement, (ii) new loans contracted from financial institutions linked to the Brazilian government - including the BNDES or foreign governments; - or foreign governments, multilateral financial institutions (eg World Bank) or located in jurisdictions in which the Company operates.

As at March 31, 2019, the Company was in compliance with all its contractual obligations for its loans and financings.

 

 

23


 
 

12.     PROVISIONS

(a) Provision changes

 

Balance as of

December 31, 2018

Effect of changes in

foreign exchange

rates

Additions

Provisions used

and reversed

Balance as of

March 31, 2019

           

Restructuring

8,728

283

-

1,338

10,349

           

Provision for disputes and litigations

       

 

Taxes on sales

137,841

1

2,643

(9,357)

131,128

Income tax

169,289

207

1,116

(1,042)

169,570

Labor

118,167

(1,310)

33,740

(27,550)

123,047

Civil

54,916

(335)

2,687

(2,974)

54,294

Others

110,283

(2,796)

4,431

(1,805)

110,113

Total of provision for disputes and litigations

590,496

(4,233)

44,617

(42,728)

588,152

           

Total provisions

599,224

(3,950)

44,617

(41,390)

598,501

 

(b)   Disbursement expectative

 

 

Balance as of March 31, 2019

1 year or less

1-2 years

2-5 years

Over 5 years

           

Restructuring

10,349

9,637

-

712

-

           

Provision for disputes and litigations

         

Taxes on sales

131,128

34,835

89,105

1,680

5,508

Income tax

169,570

35,480

109,429

24,661

-

Labor

123,047

31,990

40,224

29,069

21,764

Civil

54,294

12,407

34,076

4,065

3,746

Others

110,113

20,649

23,276

63,344

2,844

Total of provision for disputes and litigations

588,152

135,361

296,110

122,819

33,862

           

Total provisions

598,501

144,998

296,110

123,531

33,862

 

The expected settlement of provisions was based on management’s best estimate at the interim balance sheet date.

(c) Main lawsuits with probable likelihood of loss:

(c.1) Income and Sales taxes

 

In Brazil, the Company and its subsidiaries are involved in several administrative and judicial proceedings related to Income tax, ICMS, IPI, PIS and COFINS taxes. Such proceedings include, among others, tax offsets, credits and judicial injunctions exempting tax payment.

 

 

24


 
 

(c.2) Labor

The Company and its subsidiaries are involved in labor proceedings with former employees, including from service providers. The main issues involve overtime and related effects and respective charges.

 

(c.3) Civil

The Company is involved in civil lawsuits considered with probable likelihood of loss. The most relevant portion of these lawsuits refers to former distributors, mainly in Brazil, which are mostly claiming damages resulting from the termination of their contracts.

 

The processes with possible probabilities are disclosed in Note 22 - Contingent liability .

 

13.     CHANGES IN EQUITY

 

(a) Capital stock

 

 

 

03/31/2019

 

 

03/31/2018

 

Thousands of common shares

Thousands of Real

 

Thousands of common shares

Thousands of Real

Beginning balance as per statutory books

15,722,147

57,710,202

 

15,717,615

57,614,140

Share issued

4,695

88,642

 

4,532

96,062

 

15,726,842

57,798,844

 

15,722,147

57,710,202

 

(b)   Capital reserves

 

 

Capital Reserves

 

 

Treasury shares

Share Premium

Others capital reserves

 Share-based Payments

 Total

 

 

 

 

 

 

At December 31, 2018

(882,734)

53,662,811

700,898

1,300,219

54,781,194

Capital Increase

-

-

-

(86,118)

(86,118)

Purchase of shares and result on treasury shares

302

-

-

-

302

Share-based payments

-

-

-

45,009

45,009

At March 31, 2019

(882,432)

53,662,811

700,898

1,259,110

54,740,387

 

 

Capital Reserves

 

 

Treasury shares

Share Premium

Others capital reserves

 Share-based Payments

 Total

 

 

 

 

 

 

At December 31, 2017

(894,994)

53,662,811

700,898

1,232,194

54,700,909

Capital Increase

-

-

-

(89,876)

(89,876)

Purchase of shares and result on treasury shares

(2,548)

-

-

-

(2,548)

Share-based payments

-

-

-

33,473

33,473

At March 31, 2018

(897,542)

53,662,811

700,898

1,175,791

54,641,958

 

 

 

25


 
 

(b.1) Purchase of shares and result of treasury shares

The treasury shares comprise own issued shares reacquired by the Company and the result on treasury shares that refers to gains and losses related to share-based payments transactions and others.

Follows the changes of treasury shares:

 

 

Purchase /realization shares

 

Result on Treasure Shares

 

Total Treasure Shares

 

Thousands  shares

 

Thousands  Brazilian Real

 

Thousands  shares

 

Thousands  Brazilian Real

At December 31, 2018

1,028

 

(20,841)

 

(861,893)

 

(882,734)

Changes during the year

(682)

 

15,017

 

(14,715)

 

302

At March 31, 2019

346

 

(5,824)

 

(876,608)

 

(882,432)

 

 

Purchase /realization shares

 

Result on Treasure Shares

 

Total Treasure Shares

 

Thousands  shares

 

Thousands  Brazilian Real

 

Thousands  shares

 

Thousands  Brazilian Real

               

At December 31, 2017

7,394

 

(139,665)

 

(755,329)

 

(894,994)

Changes during the year

(2,596)

 

41,796

 

(44,344)

 

(2,548)

At March 31, 2018

4,798

 

(97,869)

 

(799,673)

 

(897,542)

 

(b.2) Share premium

 

The share premium refers to the difference between subscription price that the shareholders paid for the shares and theirs nominal value. Since this is a capital reserve, it can only be used to increase capital, offset losses, redemptions, reimbursement or repurchase shares.

(b.3) Share-based payment

Different share-based payment programs and stock purchase option plans allow the senior management from Ambev economic group acquire shares of the Company.   

The share-based payment reserve recorded a charge of R$45,402 at March 31, 2019 ( R$33,855 at March 31, 2018 ) (Note 19 – Share-based payments ).

(c)    Net income reserves

 

 

Net income reserves

 

Investments reserve

 Statutory reserve

 Fiscal incentive

Total

At December 31, 2018

6,710,053

4,456

8,719,584

15,434,093

Impact of the adoption of IFRS 16

(92,726)

-

-

(92,726)

At January 1, 2019

6,617,327

4,456

8,719,584

15,341,367

         

At March 31, 2019

6,617,327

4,456

8,719,584

15,341,367

 

26


 
 

 

Net income reserves

 

Investments reserve

 Statutory reserve

 Fiscal incentive

Total

At December 31, 2017

1,267,721

4,456

7,388,058

8,660,235

Impact of the adoption of IFRS 16

(63,009)

-

-

(63,009)

At January 1, 2018

1,204,712

4,456

7,388,058

8,597,226

         

At March 31, 2018

1,204,712

4,456

7,388,058

8,597,226

 

(c.1) Investments reserve

From net income after deductions applicable, will be aimed no more than 60% (sixty per cent) to investment reserve to support future investments.

(c.2) Statutory reserve

From net income, 5% will be applied before any other allocation, to the statutory reserve, which cannot exceed 20% of capital stock. The Company is not required to supplement the statutory reserve in the year when the balance of this reserve, plus the amount of capital reserves, exceeds 30% of the capital stock. 

(c.3) Tax incentives

The Company has tax incentives framed in certain state and federal industrial development programs in the form of financing, deferred payment of taxes or partial reductions of the amount due. These programs aim to promote the expansion of employment generation, regional decentralization, complement and diversify the industrial base of the States. In these states, the grace periods, enjoyment and reductions are permitted 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 on December 31, 2019 and therefore not being used as a basis for dividend distribution, is composed of:

 

03/31/2019

03/31/2018

 ICMS (Brazilian State value added)

487,186

413,734

 Income tax

41,700

53,460

 

528,886

467,194

 

27


 
 

(c.4) Interest on shareholders’ equity / Dividends

Brazilian companies are permitted to distribute interest attributed to shareholders’ equity calculated based on the long-term interest rate (TJLP), 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 on December 31,an amount not less than 40% of its net income determined under Brazilian law, as adjusted in accordance with applicable law, unless 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, 2018 and 2019.

28


 
 
(d) Carrying value adjustments

 

 

 Carrying value adjustments

 

 

Translation

reserves

Cash flow

hedge

Actuarial

gains/ (losses)

Options

granted on

subsidiary

Gains/(losses) of

non-controlling

interest´s share

Business

combination

      Accounting adjustments for transactions between shareholders

Total

At December 31, 2018

4,089,111

777,123

(1,116,114)

(120,083)

19,558

156,091

(75,390,552)

(71,584,866)

Impact of the adoption of IFRS 16 (i)

110

-

-

-

-

-

-

110

At January 1, 2019

4,089,221

777,123

(1,116,114)

(120,083)

19,558

156,091

(75,390,552)

(71,584,756)

Comprehensive income:

               

Gains/(losses) on translation of foreign operations

(198,902)

-

-

-

-

-

-

(198,902)

Cash flow hedges

-

(14,824)

-

-

-

-

-

(14,824)

Actuarial gains/(losses)

-

-

3,095

-

-

-

-

3,095

Total Comprehensive income

(198,902)

(14,824)

3,095

-

-

-

-

(210,631)

At March 31, 2019

3,890,319

762,299

(1,113,019)

(120,083)

19,558

156,091

(75,390,552)

(71,795,387)

 

 

 Carrying value adjustments

 

 

Translation

reserves

Cash flow

hedge

Actuarial

gains/ (losses)

Options

granted on

subsidiary

Gains/(losses) of

non-controlling

interest´s share

Business

combination

      Accounting adjustments for transactions between shareholders

Total

At December 31, 2017

1,639,099

368,806

(1,144,468)

(2,771,248)

2,099,921

156,091

(75,314,671)

(74,966,470)

Impact of the adoption of IFRS 16 (i)

(103)

-

-

-

-

-

-

(103)

At January 1, 2018 (i)

1,638,996

368,806

(1,144,468)

(2,771,248)

2,099,921

156,091

(75,314,671)

(74,966,573)

Comprehensive income:

 

 

 

 

 

 

 

 

Gains/(losses) on translation of foreign operations

(392,913)

-

-

-

-

-

-

(392,913)

Cash flow hedges

-

(55,743)

-

-

-

-

-

(55,743)

Actuarial gains/(losses)

-

-

(2,591)

-

-

-

-

(2,591)

Total Comprehensive income

(392,913)

(55,743)

(2,591)

-

-

-

-

(451,247)

Gains/(losses) of controlling interest´s share (ii)

460,105

787

3,540

2,650,465

(2,046,202)

-

-

1,068,695

At March 31, 2018 (i)

1,706,188

313,850

(1,143,519)

(120,783)

53,719

156,091

(75,314,671)

(74,349,125)

 

 

( i) Balances of 2018 restated to reflect the impact of adopting IFRS 16 under full retrospective application.

 

(ii) Of this amount, R$1,035,218 refers to renegotiation.

 

 

29


 
 
(d.1) Translation reserves

 

The translation reserves comprise all foreign currency exchange differences arising from the translation of the interim financial statements with functional currency different from 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 comprise the effective portion of the cumulative net change in the fair value of cash flow hedges to the extent the hedged risk has not yet impacted profit or loss (For additional information, see Note 20 – Financial instruments and risks) .

 

(d.3) Actuarial gains and losses

The actuarial gains and losses include expectations with regards to the future pension plans obligations. Consequently, the results of actuarial gains and losses are recognized on timely basis considering best estimate obtained by Management. Accordingly, the Company recognizes on monthly basis the results of these estimated actuarial gains and losses based on the expectations presented in the independent actuarial report.

(d.4) Options granted on subsidiary

As part of the agreement to acquire the shares of Tenedora, an option to sell (“put”) was issued by Ambev in favor of E. León Jimenes, S.A. (“ELJ”) and an option to purchase (“call”) was issued from ELJ in favor of Ambev, which may result in an acquisition by Ambev of the remaining shares of Tenedora, for a value based on EBITDA, discounted of net debt, from operations, being put exercisable at any time. As disclosed in Note 1 (b) Renegotiation of shareholders agreement from Tenedora , on January 18, 2018, the  ELJ exercised partially its put option related to approximately 30% of capital stock by Tenedora. Due to the partial exercise of put option, the Company became the owner of approximately 85% of Tenedora. Additionally, was approved the change of the call option term from 2019 to 2022.

On March 31, 2019 the put option held by ELJ is valued at R$2,482,143 (R$2,449,334 on December 31, 2018) and the liability categorized as “Level 3”, as the Note 20 (b) and in accordance with the IFRS 3. No value has been assigned to the call option held by the Company. The fair value of this consideration deferred was calculated by using standard valuation techniques (present value of the principal amount and future interest rates, discounted by the market rate). The criteria used are based on market information and from reliable sources and the fair value is revaluated on an annual basis.

30


 
 

As part of the agreement to acquire the shares of Sucos do Bem, a put option and a call option on minority shareholders' participation determined by gross revenue of its products and exercisable until 2020 has been granted, with a few exceptions. On March 31, 2019 the put option is valued at R$140,087 (R$136,034 on December 31, 2018).

 

The reconciliation of changes in these options is presented in Note 20 – Financial instruments and risks .

 

(d.5) Accounting for acquisition of non-controlling interests

In transactions with non-controlling interests of the same business, even when performed at arm's length terms, that present valid economic grounds and reflect normal market conditions, will be consolidated by the applicable accounting standards as occurred within the same accounting entity.

As determined by IFRS 10, any difference between the amount paid (fair value) for the acquisition of non-controlling interests and are related to carrying amount of such non-controlling interest shall be recognized directly in controlling shareholders’ equity. The acquisition of non-controlling interest related to Old Ambev, the above mentioned adjustment was recognized in the Carrying value adjustments when applicable, due to the adoption of the predecessor basis of accounting.

 

31


 
 

14.     SEGMENT REPORTING

 

 

(a)      Reportable segments – three-month period ended in:

 

 

Brazil

CAC (i)

Latin America - South (ii)

Canada

Consolidated

 

03/31/2019

03/31/2018

(restated)

03/31/2019

03/31/2018

(restated)

03/31/2019

03/31/2018

(restated)

03/31/2019

03/31/2018

(restated)

03/31/2019

03/31/2018

(restated)

 

 

 

               

Net sales

7,214,372

6,180,432

1,462,125

1,149,722

2,670,164

3,091,535

1,293,465

1,218,530

12,640,126

11,640,219

Cost of sales

(3,057,584)

(2,346,879)

(643,329)

(488,170)

(953,610)

(1,167,241)

(453,178)

(453,644)

(5,107,701)

(4,455,934)

Gross profit

4,156,788

3,833,553

818,796

661,552

1,716,554

1,924,294

840,287

764,886

7,532,425

7,184,285

Distribution expenses

(947,643)

(917,929)

(147,877)

(130,561)

(272,826)

(298,937)

(258,376)

(248,696)

(1,626,722)

(1,596,123)

Sales and marketing expenses

(767,306)

(783,257)

(138,319)

(131,146)

(283,575)

(325,453)

(212,081)

(225,525)

(1,401,281)

(1,465,381)

Administrative expenses

(382,298)

(326,930)

(70,860)

(56,826)

(120,358)

(122,030)

(88,006)

(65,406)

(661,522)

(571,192)

Other operating income/(expenses)

233,390

273,185

4,700

4,224

38

(13,377)

(6,875)

(6,472)

231,253

257,560

Exceptional items

(7,423)

(1,678)

(2,610)

(605)

(8,387)

(6,149)

-

-

(18,420)

(8,432)

Income from operations (EBIT)

2,285,508

2,076,944

463,830

346,638

1,031,446

1,158,348

274,949

218,787

4,055,733

3,800,717

Net finance cost

(322,850)

(266,987)

(16,652)

(19,346)

(306,470)

(285,398)

(26,096)

(27,491)

(672,068)

(599,222)

Share of result of joint ventures

(934)

(1,617)

(1,490)

1,907

-

-

288

327

(2,136)

617

Income before income tax

1,961,724

1,808,340

445,688

329,199

724,976

872,950

249,141

191,623

3,381,529

3,202,112

Income tax expense

(69,801)

(149,415)

(164,804)

(89,540)

(282,972)

(285,769)

(114,884)

(89,802)

(632,461)

(614,526)

Net income

1,891,923

1,658,925

280,884

239,659

442,004

587,181

134,257

101,821

2,749,068

2,587,586

 

 

 

               

Normalized EBITDA (iii)

2,941,808

2,721,999

578,113

446,796

1,271,719

1,336,175

329,011

281,959

5,120,651

4,786,929

Exceptional items

(7,423)

(1,678)

(2,610)

(605)

(8,387)

(6,149)

-

-

(18,420)

(8,432)

Depreciation. amortization and impairment

(648,877)

(643,377)

(111,673)

(99,553)

(231,886)

(171,678)

(54,062)

(63,172)

(1,046,498)

(977,780)

Net finance costs

(322,850)

(266,987)

(16,652)

(19,346)

(306,470)

(285,398)

(26,096)

(27,491)

(672,068)

(599,222)

Share of result of joint ventures

(934)

(1,617)

(1,490)

1,907

-

-

288

327

(2,136)

617

Income tax expense

(69,801)

(149,415)

(164,804)

(89,540)

(282,972)

(285,769)

(114,884)

(89,802)

(632,461)

(614,526)

Net income

1,891,923

1,658,925

280,884

239,659

442,004

587,181

134,257

101,821

2,749,068

2,587,586

 

 

 

               

Normalized EBITDA margin in %

40.8%

44.0%

39.5%

38.9%

47.6%

43.2%

25.4%

23.1%

40.5%

41.1%

 

 

 

               

Acquisition of property, plant and equipment

313,300

262,130

118,341

70,968

85,607

118,798

28,808

20,780

546,056

472,676

 

 

32


 
 

(continued)

 

 

Brazil

CAC (i)

Latin America - South (ii)

Canada

Consolidated

 

03/31/2019

12/31/2018

(restated)

03/31/2019

12/31/2018

(restated)

03/31/2019

12/31/2018

(restated)

03/31/2019

12/31/2018

(restated)

03/31/2019

12/31/2018

(restated)

Segment assets

40,235,463

41,478,586

11,152,589

11,270,219

14,018,990

14,472,056

11,651,134

11,065,962

77,058,176

78,286,823

Intersegment elimination

 

 

           

(1,494,080)

(2,246,449)

Non-segmented assets

 

 

           

21,341,436

19,674,043

Total assets

 

 

           

96,905,532

95,714,417

 

 

 

               

Segment liabilities

15,817,178

18,252,112

3,191,622

3,420,931

3,907,370

4,484,598

3,723,113

3,584,762

26,639,283

29,742,403

Intersegment elimination

 

 

           

(1,493,056)

(2,246,443)

Non-segmented liabilities

 

 

           

71,759,305

68,218,457

Total liabilities

 

 

           

96,905,532

95,714,417

 

(i) CAC: includes operations in El Salvador, Guatemala, Nicaragua, Dominican Republic, Saint Vincent, Dominica,  Antigua, Cuba,  Barbados, Panama, Puerto Rico and Costa Rica).

 

(ii) Latin America – South: includes operations in Argentina, Bolivia, Chile, Paraguay and Uruguay.

 

(iii) Normalized EBITDA is calculated excluding of the net income the following effects: (i) Income tax expense, (ii) Share of results of joint ventures (iii) Net finance result, (iv) Exceptional items, and (v) Depreciation, amortization and impairment of property, plant and equipment.

33


 
 

(b)     Additional information – by Business unit - three-month period ended in:

 

Brazil

 

Beer

Soft drink and non-alcoholic and non-carbonated

Total

 

03/31/2019

03/31/2018

(restated)

03/31/2019

03/31/2018

(restated)

03/31/2019

03/31/2018

(restated)

             

Net sales

6,132,821

5,315,588

1,081,551

864,844

7,214,372

6,180,432

Cost of sales

(2,498,233)

(1,880,559)

(559,351)

(466,320)

(3,057,584)

(2,346,879)

Gross profit

3,634,588

3,435,029

522,200

398,524

4,156,788

3,833,553

Distribution expenses

(778,128)

(749,118)

(169,515)

(168,811)

(947,643)

(917,929)

Sales and marketing expenses

(696,203)

(739,930)

(71,103)

(43,327)

(767,306)

(783,257)

Administrative expenses

(328,326)

(277,043)

(53,972)

(49,887)

(382,298)

(326,930)

Other operating income/(expenses)

175,564

216,639

57,826

56,546

233,390

273,185

Exceptional items

(6,289)

(1,381)

(1,134)

(297)

(7,423)

(1,678)

Income from operations (EBIT)

2,001,206

1,884,196

284,302

192,748

2,285,508

2,076,944

Net finance cost

(316,499)

(260,227)

(6,351)

(6,760)

(322,850)

(266,987)

Share of result of joint ventures

(934)

(1,617)

-

-

(934)

(1,617)

Income before income tax

1,683,773

1,622,352

277,951

185,988

1,961,724

1,808,340

Income tax expense

(69,801)

(149,415)

-

-

(69,801)

(149,415)

Net income

1,613,972

1,472,937

277,951

185,988

1,891,923

1,658,925

             

Normalized EBITDA (i)

2,578,155

2,446,262

363,653

275,737

2,941,808

2,721,999

Exceptional items

(6,289)

(1,381)

(1,134)

(297)

(7,423)

(1,678)

Depreciation, amortization and impairment

(570,660)

(560,685)

(78,217)

(82,692)

(648,877)

(643,377)

Net finance costs

(316,499)

(260,227)

(6,351)

(6,760)

(322,850)

(266,987)

Share of result of joint ventures

(934)

(1,617)

-

-

(934)

(1,617)

Income tax expense

(69,801)

(149,415)

-

-

(69,801)

(149,415)

Net income

1,613,972

1,472,937

277,951

185,988

1,891,923

1,658,925

             

Normalized EBITDA margin in %

42.0%

46.0%

33.6%

31.9%

40.8%

44.0%

 

(i) Normalized EBITDA is calculated excluding of the net income the following effects: (i) Income tax expense , (ii) Share of results of joint ventures , (iii) Net finance result , (iv) Exceptional items, and (v) Depreciation, amortization and impairment of property, plant and equipment.

 

 

15.     NET SALES

 

Reconciliation between gross sales and net sales:

 

 

03/31/2019

03/31/2018

     

Gross sales and/or services

18,769,815

17,454,715

Excise duty

(4,097,407)

(3,732,465)

Discounts

(2,032,282)

(2,082,031)

 

12,640,126

11,640,219

 

Services provided by distributors, such as the promotion of our brands and logistics services are considered as expense when separately identifiable.

 

 

34


 
 

STF decision on ICMS on the calculation basis of PIS and COFINS

 

Considering the judgment of (Extraordinary Appeal) RE 574,706 by the Federal Supreme Court (STF) in March 2017 with binding effects, which concluded for the possibility of excluding the ICMS from the taxable basis of PIS and COFINS and also that the companies of the group have favorable judicial decisions authorizing such exclusion, the Company recognized in the income statement the amount of  R$168,470 on March 31, 2019 (R$ 155,136 on March 31, 2018).

 

16.     OTHER OPERATING INCOME / (EXPENSES)

 

 

03/31/2019

03/31/2018

Government grants/NPV of long term fiscal incentives

204,097

194,809

(Additions)/Reversals to provisions

2,760

(6,640)

Gains/(losses) on disposal of property, plant and equipment, intangible assets and operation in associates

2,668

(21,928)

Other operating income/(expenses), net

21,728

91,319

 

231,253

257,560

 

Government grants are not recognized until there is reasonable assurance that the Company will meet related conditions and that the grants will be received. Government grants are systematically recognized in income during the periods in which the Company recognizes as expenses the related costs that the grants are intended to offset.

 

17.     FINANCE COST AND INCOME

 

(a)     Finance costs

 

 

03/31/2019

03/31/2018

(restated)

Interest expense

(391,297)

(403,016)

Capitalized borrowings

-

20

Net Interest on pension plans

(25,092)

(24,482)

Losses on hedging instruments

(194,929)

(263,101)

Interest on provision for disputes and litigations

(16,366)

(29,137)

Exchange variation

(125,560)

(96,162)

Financial instruments at fair value through profit or loss

(21,684)

(9,346)

Tax on financial transactions

(53,933)

(91,176)

Bank guarantee expenses

(28,328)

(24,560)

Other financial results

(102,572)

(33,803)

 

(959,761)

(974,763)

 

Interest expenses are presented net of the effect of interest rate derivative financial instruments which mitigate Ambev interest rate risk (Note 20 – Financial instruments and risks ). The interest expense are as follows:

 

 

03/31/2019

03/31/2018

(restated)

Financial instruments measured at amortized cost

(127,193)

(144,437)

Financial instruments at fair value through profit or loss

(264,104)

(258,579)

 

(391,297)

(403,016)

35


 
 

(b)     Finance income

 

 

03/31/2019

03/31/2018

Interest income

135,270

103,267

Gains on derivative

-

80,642

Financial instruments at fair value through profit or loss

36,410

188,762

Other financial results

19,301

2,870

 

190,981

375,541

     

Effect of application of IAS 29 (hyperinflation)

96,712

-

 

287,693

375,541

 

Interest income arises from the following financial assets:

 

03/31/2019

03/31/2018

Cash and cash equivalents

           96,132

            59,510

Investment securities held for trading

             4,133

              4,255

Other receivables

           35,005

            39,502

 

         135,270

          103,267

 

18.     INCOME TAX AND SOCIAL CONTRIBUTION

Income taxes reported in the income statement are analyzed as follows:

 

03/31/2019

03/31/2018

(restated)

Income tax expense - current

(979,185)

(728,053)

     

Deferred tax expense on temporary differences

345,151

173,417

Deferred tax over taxes losses carryforwards movements  in the current period

1,573

(59,890)

Total deferred tax (expense)/income

346,724

113,527

     

Total income tax expenses

(632,461)

(614,526)

 

36


 
 

The reconciliation from the weighted nominal to the effective tax rate is summarized as follows:

 

03/31/2019

03/31/2018

(restated)

Profit before tax

       3,381,529

       3,202,112

Adjustment on taxable basis

 

 

Others non-taxable income

          (66,978)

          (78,250)

Government grants related to sales taxes

        (487,186)

        (413,734)

Share of result of joint ventures

              2,136

               (617)

Non-deductible expenses

            67,990

            64,542

Complement of income tax of foreign subsidiaries due in Brazil

          122,668

            27,852

Results of intercompany transactions

            57,281

        (116,245)

 

       3,077,440

       2,685,660

Aggregated weighted nominal tax rate

29.59%

30.31%

Taxes payable – nominal rate

        (910,584)

        (814,153)

Adjustment on tax expense

   

Income tax Incentives

            41,700

            53,460

Deductible interest on shareholders' equity

          369,036

          299,655

Tax savings from goodwill amortization

            22,452

            18,274

Withholding income tax

          (65,109)

          (52,960)

Recognition / write-off of deferred charges on tax losses

          (30,232)

          (28,166)

Effect of application of IAS 29 (hyperinflation)

          (18,246)

                   -  

Others with reduced taxation

          (41,478)

          (90,636)

Income tax and social contribution expense

        (632,461)

        (614,526)

Effective tax rate

18.70%

19.19%

 

The main events that impacted the effective tax rate in the period were:

 

§      Government subsidy on sales taxes:  Related to regional incentives, related primarily to local production, that, when reinvested, are not taxed for income tax and social contribution purposes, which explains the  impact in the effective tax rate. The amount above is impacted by the fluctuation in volume, price and eventual variation on State VAT (ICMS).

 

§      Complement of income tax of 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.

 

§      Results of intercompany transactions: reflects the reality of the taxation in countries in which some subsidiaries – with whom intercompany operations are made - are located.

 

§      Deductible interest on shareholders’ equity: under Brazilian law, companies have an option to remunerate its shareholders’ through payment of Interest on Capital (“IOC”), which is deductible for income tax purposes.

 

 

 

37


 
 

19.     SHARE-BASED PAYMENTS

 

There are different stock option and share-based payment programs which allow the employees and senior management from the Company and its subsidiaries to acquire (through of exercise of the stock option) or receive shares of the Company . For all stock option programs, the fair value of the shares is estimated at the options grant date, using the “Hull Binomial” pricing model, adjusted to reflect the IFRS 2 requirement that assumptions about forfeiture before the end of the vesting period cannot impact the fair value of the option.

 

This current model of stock option, ruled by the Stock Option Plan of the Company ( Stock Option Plan”), includes two types of grants: (I) Grant 1- the beneficiary, as the case, can be allocate 30%, 40%, 60%, 70% or 100% of the amount related to the profit share he received in the year, to the immediate exercise of options, thus acquiring the corresponding shares of the Company, which transfer to third parties or the Company will only be allowed after the five-year  period counted from the date of exercise of the options; and (II) Grant 2 -  the beneficiary may exercise the options after a five-year grace period, for a period of five years.

In addition, the Company has implemented a Share-Based Payment Plan (“ Share-Based Plan”) under which certain employees and members of the management of the Company or its subsidiaries are eligible to receive shares of the Company including in the form of ADR’s. The shares that are subject to the Share-Based Plan are designated as "restricted shares".

Additionally, as a mean of a creating a long term incentive (wealth incentive) for certain senior employees and members of management considered as having “high potential,” the Company grants, under the Share-Based Plan, shares to be delivered in the future divided in two separate lots – Lot A and Lot B, which will be delivered to the participants of the relevant program, subject to maturation periods of five and ten years, respectively.

The weighted average fair value of the options and assumptions used in applying the Company’s option pricing model of 2019 and 2018 grants are as follows:

 

In R$, except when otherwise indicated

03/31/2019

(i)

12/31/2018

(i)

         

Fair value of options granted

5.37

 

5.62

 

Share price

18.13

 

18.04

 

Period price

18.13

 

18.04

 

Expected volatility

26.1%

 

26.2%

 

Vesting year

5

 

5

 

Expected dividends

5%

 

5%

 

Risk-free interest rate

9.1%

(ii)

9.6%

(ii)

 

(i)      Information based on weighted average plans granted, except for the expected dividends and risk-free interest rate.

 

(ii ) The percentages include the grants of stock options and ADR’s during the period, in which the risk-free interest rate of ADR’s  are calculated in U.S. dollar.

 

38


 
 

The total number of outstanding options developed as follows:

Thousand options

03/31/2019

 

12/31/2018

       

Options outstanding at January 1 st

141,328

 

135,221

Options issued during the period

1,096

 

19,899

Options exercised during the period

(706)

 

(9,988)

Options forfeited during the period

(2,937)

 

(3,804)

Options outstanding at ended period

138,781

 

141,328

 

The range of exercise prices of the outstanding options is between R$0.001 (R$0.001 on December 31, 2018) and R$32.74 (R$27.43 on December 31, 2018) and the weighted average remaining contractual life is approximately 6 years (6.27 years on December 31, 2018).

 

Of the 138,781 thousand outstanding options (141,328 thousand on December 31, 2018), 48,678 thousand options are vested on March 31, 2019 (55,538 thousands on December 31, 2018).

 

The weighted average exercise price of the options is as follows:

 

In R$ per share

03/31/2019

 

12/31/2018

       

Options outstanding at January 1 st

16.16

 

15.27

Options issued during the period

18.13

 

18.04

Options forfeited during the period

18.26

 

18.55

Options exercised during the period

6.27

 

7.47

Options outstanding at ended period

18.18

 

16.16

Options exercisable at ended period

17.59

 

2.25

 

For the options exercised during the period ended March 31, 2019, the weighted average share price on the exercise date was R$16.88 (R$21.83 as of December 31, 2018).

 

To settle the exercised stock options, the Company may use treasury shares. The current limit of authorized capital is considered sufficient to meet all stock option plans if the issue of new shares is required to meet the grants awarded in the Programs.

During the period, the Company did not granted deferred stocks under the stock option plan (as of December 2018, 426 thousand deferred stocks had been granted related to the exercise of stock options granted in the previous years, and such shares were valued based on the share price of the trading session immediately prior to the stock option grant, representing a fair value of R$7,518).

During the period, the Company granted 3,821 thousand (13,055 thousand as of December 31, 2018) restricted shares under the Share-Based Plan, which are valued based on the share price of the trading session immediately prior to the grant of shares, representing a fair value of approximately R$64,311 on March 31, 2019 (R$239,109 as of December 31, 2018). Such restricted shares units are subject to a grace period of five years counted from the date of grant.

39


 
 

The total number of shares purchased or granted, as the case may be,  under the Stock Option Plan and Share-Based Plan by employees, the delivery of which will be performed in the future under certain conditions (deferred stock and restricted shares), is demonstrated below:

Thousand deferred shares

03/31/2019

 

12/31/2018

       

Deferred shares outstanding at January 1 st

12,308

 

16,300

New deferred shares during the period

-

 

426

Deferred shares granted during the period

(4,177)

 

(3,429)

Deferred shares forfeited during the period

(110)

 

(989)

Deferred shares outstanding at ended period

8,021

 

12,308

 

Thousand restricted shares

03/31/2019

 

12/31/2018

       

Restricted shares outstanding at January 1st

12,656

 

-

New restricted shares during the period

4,143

 

13,055

Restricted shares forfeited during the period

(73)

 

(103)

Restricted shares outstanding at ended period

16,726

 

12,656

 

Additionally, certain employees and managers of the Company received options to acquire AB Inbev shares, the compensation cost of which is recognized in the income statement against equity .

The transactions with share-based payments described above generated an expense of R$50,266 (R$46,918 on March 31, 2018), recorded as administrative expenses.

 

20.     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 business. The Company analyzes each of these risks both individually and as a whole to define strategies to manage the economic impact on Company’s performance consistent with its Financial Risk Management Policy.

 

The Company’s use of derivatives strictly follows its Financial Risk Management Policy approved by the Board of Directors. The purpose of the policy is to provide guidelines for the management of financial risks inherent to the capital markets in which Ambev carries out its operations. The policy comprises four main aspects: (i) capital structure, financing and liquidity, (ii) transactional risks related to the business, (iii) financial statements translation risks and (iv) credit risks of financial counterparties.

40


 
 

The policy establishes that all the financial assets and liabilities in each country where Ambev operates must be denominated in their respective local currencies. The policy also sets forth the procedures and controls needed for identifying, measuring and minimizing market risks, such as variations in foreign exchange rates, interest rates and commodities (mainly aluminum, wheat, corn and sugar) that may affect Ambev’s revenues, costs and/or investment amounts. The policy states that all the known risks (e.g. foreign currency and interest) shall be hedged by contracting derivative financial instruments. Existing risks not yet recorded (e.g. future contracts for the purchase of raw material or property, plant and equipment) shall be mitigated using projections for the period necessary for the Company to adapt to the new costs scenario that may vary from ten to fourteen months, also through the use of derivative financial instruments. Most of the translation risks are not hedged. Any exception to the policy must be approved by the Board of Directors.

 

Derivative financial Instruments

 

Derivative financial instruments authorized by the Financial Risk Management Policy are futures contracts traded on exchanges, Full deliverable forwards, Non-deliverable forwards, Swaps and Options. At March 31, 2019, the Company and its subsidiaries had no target forward, swaps with currency verification or any other derivative operations representing a risk level above the nominal value of their contracts. The derivative operations are managed on a consolidated basis and are classified by strategies according to their purposes, as follows:

 

i) Cash flow hedge derivative instruments – The highly probable forecast transactions contracted in order to minimize the Company's exposure to fluctuations of exchange rates and prices of raw materials, investments, equipment and services to be procured, protected by cash flow hedges that shall occur at various different dates during the next fourteen months. Gains and losses classified as hedging reserve in equity are recognized in the income statement in the period or periods when the forecast and hedged transaction affects the income statement.

 

ii) Fair value hedge derivative instruments – operations contracted with the purpose of mitigating the Company’s net indebtedness against foreign exchange and interest rate risk. Cash net positions and foreign currency debts are continually assessed for identification of new exposures.

 

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 in order to minimize exposure of the exchange differences arising from conversion of net investment in the Company's subsidiaries located abroad for translation account balance. The effective portion of the hedge is allocated to equity and the ineffectiveness portion is recorded directly in financial results.

41


 
 

 

The following tables summarize the exposure of the Company that were identified and protected in accordance with the Company's Risk Policy. The following denominations have been applied:

 

Operational Hedge: Refers to the exposures arising from the core business of Ambev, such as: purchase of inputs, purchase of fixed assets and service contracts linked to foreign currency, which is protected through the use of derivatives.

 

Financial Hedge: Refers to the exposures arising from cash and financing activities, such as: foreign currency cash and foreign currency debt, which is protected through the use of derivatives.

 

Investment hedge abroad: Refers mainly to exposures arising from cash hold in foreign currency in foreign subsidiaries whose functional currency is different from the consolidation currency.

 

Investment hedge - Put option granted on subsidiary: As detailed in Note 13 (d.4) the Company constituted a liability related to acquisition of Non-controlling interest in the Dominican Republic operations. This financial instrument is denominated in Dominican Pesos and is recorded in a Company which functional currency is the Real. The Company assigned this financial instrument as a hedging instrument for part of its net assets located in the Dominican Republic, in such manner the hedge result can be recorded in other comprehensive income of the group, following the result of the hedged item.

 

42


 
 

Transactions protected by derivative financial instruments in accordance with the Financial Risk Management Policy

 

     

 

 

 

 

 

 

03/31/2019

 

 

 

 

 

 

 

 Fair Value

 

 Gain / (Losses)

Exposure

 

Risk

   

Notional

 

Assets

Liability

 

Finance Result

Operational Result

Equity

                         

Cost

   

(11,324,392)

 

11,137,351

 

212,855

(149,840)

 

(187,460)

385,151

292,620

   

 Commodity 

(2,440,324)

 

2,253,283

 

6,259

(135,914)

 

(10,777)

(14,658)

58,675

   

 American Dollar

(8,537,273)

 

8,537,273

 

169,838

(10,866)

 

(174,867)

418,580

257,970

   

 Euro 

(122,202)

 

122,202

 

-

(3,025)

 

(969)

(1,639)

(5,661)

   

 Mexican Pesos 

(224,593)

 

224,593

 

36,758

(35)

 

(847)

(17,132)

(18,364)

                         

Fixed Assets

   

(739,990)

 

739,990

 

32,564

(942)

 

(58,410)

52,516

74,779

   

 American Dollar 

(739,990)

 

739,990

 

32,564

(942)

 

(58,410)

52,516

74,779

                         

Expenses

   

(251,031)

 

251,031

 

13,148

(408)

 

(17,237)

1,125

21,964

   

 American Dollar 

(251,031)

 

251,031

 

13,148

(408)

 

(17,239)

1,283

22,070

   

 Rupee

-

 

-

 

-

-

 

2

(158)

(106)

                         

Cash

   

(15,000)

 

15,000

 

95

-

 

(1)

-

-

   

 Interest rate 

(15,000)

 

15,000

 

95

-

 

(1)

-

-

                         

Debts

   

(964,779)

 

291,541

 

30,644

(852)

 

624

-

-

   

 American Dollar 

(673,238)

 

-

 

-

-

 

-

-

-

   

 Interest rate 

(291,541)

 

291,541

 

30,644

(852)

 

624

-

-

                         

Equity Instrument

   

1,650,219

 

1,098,248

 

642

(158,811)

 

79,056

-

-

   

 Stock exchange prices

1,650,219

 

1,098,248

 

642

(158,811)

 

79,056

-

-

March 31, 2019

   

(11,644,973)

 

13,533,161

 

289,948

(310,853)

 

(183,428)

438,792

389,363

 

 

43


 
 
     

 12/31/2018

 

03/31/2018

 

 

 

 

 

 

 

 Fair Value

 

 Gain / (Losses)

Exposure

 

Risk

   

Notional

 

Assets

Liability

 

Finance Result

Operational Result

Equity

                         

Cost

   

(11,793,199)

 

11,607,208

 

184,487

(394,167)

 

(267,540)

113,238

29,321

   

 Commodity 

(2,597,049)

 

2,411,058

 

14,900

(270,592)

 

(14,350)

18,689

(118,486)

   

 American Dollar 

(8,774,281)

 

8,774,281

 

128,429

(119,917)

 

(253,951)

80,337

147,333

   

 Euro 

(152,373)

 

152,373

 

2,234

(1,020)

 

(407)

1,382

4,896

   

 Mexican Pesos 

(269,496)

 

269,496

 

38,924

(2,638)

 

1,168

12,830

(4,422)

                         

Fixed Assets

   

(890,029)

 

890,029

 

23,701

(29,318)

 

(1,534)

-

-

   

 American Dollar 

(890,029)

 

890,029

 

23,701

(29,126)

 

(2,014)

-

-

   

 Euro 

-

 

-

 

-

(192)

 

480

-

-

                         

Expenses

   

(314,001)

 

314,001

 

11,403

(14,150)

 

(520)

2,388

164

   

 American Dollar 

(311,812)

 

311,812

 

11,362

(14,150)

 

(602)

2,555

166

   

 Rupee

(2,189)

 

2,189

 

41

-

 

82

(167)

(2)

                         

Cash

   

(15,000)

 

15,000

 

359

-

 

(24,888)

-

-

   

 American Dollar 

-

 

-

 

265

-

 

(24,888)

-

-

   

 Interest rate 

(15,000)

 

15,000

 

94

-

 

-

-

-

                         

Debts

   

(1,010,581)

 

338,219

 

34,900

(1,127)

 

28,410

-

-

   

 American Dollar 

(672,362)

 

-

 

-

-

 

17,874

-

-

   

 Interest rate 

(338,219)

 

338,219

 

34,900

(1,127)

 

10,536

-

-

                         

Equity Instrument

   

(1,535,355)

 

1,108,416

 

82

(242,986)

 

70,106

-

-

   

 American Dollar 

(1,535,355)

 

1,108,416

 

82

(242,986)

 

70,106

-

-

Total

   

(15,558,165)

 

14,272,873

 

254,932

(681,748)

 

(195,966)

115,626

29,485

 

 

 

 

44


 
 

I.         Market risk

 

a.1) Foreign currency risk

The Company is exposed to foreign currency risk on borrowings, investments, purchases, dividends and/or interest expense/income whenever they are denominated in currency other than the functional currency of the subsidiary. The main derivatives 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 inputs comprises commodities, which historically have experienced substantial price fluctuations. The Company therefore uses both fixed price purchasing contracts and derivative financial instruments to minimize its exposure to commodity price volatility. The Company has important exposures to the following commodities: 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 cost of funding and volatility of financial results, taking into account market conditions as well as the Company’s overall business strategy and this strategy is reviewed periodically.

 

The table below demonstrates the Company’s exposure related to debts, before and after interest rates hedging strategy.

 

 

03/31/2019

 

Pre - Hedge

 

Post - Hedge

 

Interest rate

 Amount

 

Interest rate

 Amount

Brazilian Real

9.9%

2,283,503

 

10.2%

2,013,464

Dominican Peso

9.4%

216,995

 

9.4%

216,995

American Dollar

4.4%

36,913

 

4.4%

36,913

Guatemala´s Quetzal

7.8%

11,639

 

7.8%

11,639

Canadian Dollar

3.5%

142,812

 

3.5%

142,812

Others

10.1%

28,645

 

10.1%

28,645

Interest rate pre-set

 

2,720,507

   

2,450,468

           

 

 

 

 

 

 

Brazilian Real

9.2%

196,641

 

6.7%

466,680

American Dollar

3.6%

636,325

 

3.6%

636,325

Canadian  Dollar

2.6%

1,531,766

 

2.6%

1,531,766

Interest rate post fixed

 

2,364,732

   

2,634,771

 

 

 

 

45


 
 
 

12/31/2018

(restated)

 

Pre - Hedge

 

Post - Hedge

 

Interest rate

 Amount

 

Interest rate

 Amount

Brazilian Real

9.7%

2,034,555

 

10.1%

1,756,179

Dominican Peso

9.4%

217,450

 

9.4%

217,450

American Dollar

4.4%

42,392

 

4.4%

42,392

Guatemala´s Quetzal

7.8%

11,460

 

7.8%

11,460

Canadian Dollar

3.5%

145,513

 

3.5%

145,513

Other Latin American Currencies

10.2%

32,092

 

10.2%

32,092

Interest rate pre-set

 

2,483,462

   

2,205,086

           
           

Brazilian Real

9.1%

237,658

 

6.8%

516,034

American Dollar

3.6%

629,973

 

3.6%

629,973

Canadian  Dollar

2.8%

752,570

 

2.8%

752,570

Interest rate post fixed

 

1,620,201

   

1,898,577

 

Sensitivity analysis

The Company mitigates risks arising from non-derivative financial assets and liabilities substantially, through derivative financial instruments. In this context, the Company has identified the main risk factors that may 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 expectations of deterioration in each transaction’s main risk factor. To measure the possible effects on the results of derivative transactions, the Company uses parametric Value at Risk – VaR. is a statistical measure developed through estimates of standard deviation and correlation between the returns of several risk factors. This model results in the loss limit expected for an asset over a certain time period and confidence interval. Under this methodology, we used the potential exposure of each financial instrument, a range of 95% and horizon of 21 days after March 31, 2019 for the calculation, which are presented in the module.

 

2 – Adverse scenario: 25% deterioration in each transaction’s main risk factor as compared to the level observed on March 31, 2019.

 

3 – Remote scenario: 50% deterioration in each transaction’s main risk factor as compared to the level observed on March 31, 2019.

 

 

 

46


 
 

Transaction

Risk

Fair Value

Probable scenario

Adverse scenario

Remote
 scenario

           

Commodities hedge

Decrease on commodities price

(129,655)

(423,480)

(692,976)

(1,256,296)

Input purchase

129,655

446,932

739,736

1,349,817

Foreign exchange hedge

Foreign currency decrease

192,670

(575,599)

(2,028,347)

(4,249,364)

Input purchase

(192,670)

575,599

2,028,347

4,249,364

Costs effects

 

-

23,452

46,760

93,521

           

Foreign exchange hedge

Foreign currency decrease

31,622

11,760

(153,376)

(338,373)

Capex Purchase

(31,622)

(11,760)

153,376

338,373

Fixed assets effects

 

-

-

-

-

           

Foreign exchange hedge

Foreign currency decrease

12,740

6,501

(50,018)

(112,775)

Expenses

(12,740)

(6,501)

50,018

112,775

Expenses effects

 

-

-

-

-

           

Interest Hedge

Decrease in interest rate

95

92

(779)

(939)

Interest revenue

(95)

(92)

779

939

Cash effects

 

-

-

-

-

           

Cash

Foreign currency decrease

-

104,608

168,310

336,619

Interest Hedge

Increase in interest rate

29,792

29,734

(75,604)

(89,391)

Interest expenses

(29,792)

(29,734)

75,604

89,391

Debt effects

 

-

104,608

168,310

336,619

           

Equity Instrument Hedge

Stock exchange price decrease

(158,169)

(191,232)

(432,731)

(707,293)

Expenses

158,169

111,960

(254,386)

(666,940)

Equity effects

 

-

(79,272)

(687,117)

(1,374,233)

   

-

48,788

(472,047)

(944,093)

 

As of March 31, 2019 the Notional and Fair Value amounts per instrument and maturity were as follows:

 

 

 Notional Value

Exposure

Risk

2019

2020

2021

2022

>2022

Total

               

Cost

 

10,243,037

894,314

-

-

-

11,137,351

 

  Commodity 

1,866,354

386,929

-

-

-

2,253,283

 

  American Dollar 

8,073,565

463,708

-

-

-

8,537,273

 

  Euro 

112,589

9,613

-

-

-

122,202

 

  Mexican Peso 

190,529

34,064

-

-

-

224,593

               

Fixed asset

 

675,510

64,480

-

-

-

739,990

 

  American Dollar 

675,510

64,480

-

-

-

739,990

               

Expenses

 

241,149

9,882

-

-

-

251,031

 

  American Dollar 

241,149

9,882

-

-

-

251,031

               

Cash

 

15,000

-

-

-

-

15,000

 

  Interest rate

15,000

-

-

-

-

15,000

               

Debt

 

-

-

110,000

-

181,541

291,541

 

  Interest rate

-

-

110,000

-

181,541

291,541

               

Equity Instrument

 

1,040,344

57,904

-

-

-

1,098,248

 

 Stock prices

1,040,344

57,904

-

-

-

1,098,248

   

12,215,040

1,026,580

110,000

-

181,541

13,533,161

 

 

47


 
 

 

 

 

 Fair Value

Exposure

Risk

2019

2020

2021

2022

 >2022

 Total

               

Cost

 

56,074

6,941

-

-

-

63,015

 

Commodity

(132,554)

2,899

-

-

-

(129,655)

 

American Dollar

155,192

3,780

-

-

-

158,972

 

Euro

(2,917)

(108)

-

-

-

(3,025)

 

Mexican Peso

36,353

370

-

-

-

36,723

               

Fixed asset

 

30,930

692

-

-

-

31,622

 

American Dollar

30,930

692

-

-

-

31,622

               

Expenses

 

12,714

26

-

-

-

12,740

 

American Dollar

12,714

26

-

-

-

12,740

               

Cash

 

95

-

-

-

-

95

 

Interest rate

95

-

-

-

-

95

               

Debt

 

-

-

21,323

-

8,469

29,792

 

Interest rate

-

-

21,323

-

8,469

29,792

               

Equity Instrument

 

(154,507)

(3,662)

-

-

-

(158,169)

 

 Stock prices

(154,507)

(3,662)

-

-

-

(158,169)

   

(54,694)

3,997

21,323

-

8,469

(20,905)

 

  II.     Credit Risk

 

Concentration of credit risk on trade receivables

A substantial part of the Company’s sales is made to distributors, supermarkets and retailers, within a broad distribution network. Credit risk is reduced because of the widespread number of customers and control procedures used to monitor risk. Historically, the Company has not experienced significant losses on receivables from customers.

Concentration of credit risk on counterpart

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 limits and credit analysis of financial institutions, avoiding credit concentration, i.e., the credit risk is monitored and minimized to the extent that negotiations are carried out only with a select group of highly rated counterparties.

 

The selection process of financial institutions authorized to operate as the Company’s counterparty is set forth in our Credit Risk Policy. This Credit Risk Policy establishes maximum limits of exposure to each counterparty based on the risk rating and on each counterparty's capitalization.

 

In order to minimize the risk of credit with its counterparties on significant derivative transactions, the Company has adopted bilateral “trigger” clauses. According to these clauses, where the fair value of an operation exceeds a percentage of its notional value (generally between 10% and 15%), the debtor settles the difference in favor of the creditor.

48


 
 

 

As of March 31, 2019, the Company held its main short-term investments with the following financial institutions: Banco do Brasil, Bradesco, Bank Mendes Gans, BNP Paribas, Caixa Econômica Federal, Citibank, Itaú, JP Morgan Chase, Santander, ScotiaBank and Toronto Dominion Bank. The Company had derivative agreements with the following financial institutions: Banco Bisa, Banco Galícia, BBVA, Barclays, BNB, BNP Paribas, Bradesco, Citibank, Deutsche Bank, Itaú, Goldman Sachs, JP Morgan Chase, Macquarie, Merrill Lynch, Morgan Stanley, Santander, Standard Bank, ScotiaBank and TD Securities.

The carrying amount 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 represents the maximum exposure of credit risks of March 31, 2019. There was no concentration of credit risk with any counterparties as of March 31, 2019.

 

III.      Liquidity Risk

 

The Company believes that cash flows from operating activities, cash and cash equivalents and short-term investments, together with the derivative financial instruments and access to loan facilities are sufficient to finance capital expenditures, financial liabilities and dividend payments in the future.

 

IV.     Equity price risk

 

Through the equity swap transactions approved on December 21 st , 2017, May 15 th , 2018 and December 20 th , 2018 by the Ambev’s Board of Directors (see Note 1 - Corporate information ), the Company, or its subsidiaries, will receive the price variation related to its shares traded on the stock exchange or ADRs, neutralizing the possible effects of the stock prices’ oscillation in view of the share-based payment of the Company. As these derivative instruments are not characterized as hedge accounting they were not therefore designated to any hedge.

 

In March 31, 2019, an exposure equivalent to R$1.65 billion (R$1.5 billion as of December 31, 2018) in AmBev’s shares (or ADR’s) was partially hedged, resulting in a gain in income statement of R$79,056 (R$70,106 as of March 31, 2018).

 

  V.     Capital management

 

Ambev is continuously optimizing its capital structure targeting to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. Besides the statutory minimum equity funding requirements that apply to the Company’s subsidiaries in the different countries, Ambev is not subject to any externally imposed capital requirements. When analyzing its capital structure, the Company uses the same debt ratings and capital classifications as applied in the Company’s interim financial statements.

49


 
 

 

Financial instruments

 

(a) Financial instruments categories

 

Management of the financial instruments held by the Company is effected through operational strategies and internal controls to assure liquidity, profitability and transaction security. Financial instruments transactions are regularly reviewed for the effectiveness of the risk exposure that management intends to cover (foreign exchange, interest rate, etc.).

The table below shows all financial instruments recognized in the interim financial statements, segregated by category:

 

 03/31/2019

 

Fair value through other

comprehensive income

Amortized

cost

Fair value through

profit or loss

Total

Financial assets

       

Cash and cash equivalents

5,313,674

7,508,851

-

12,822,525

Trade  receivables excluding prepaid expenses

-

5,792,325

-

5,792,325

Investment securities

-

162,349

13,772

176,121

Financial instruments derivatives

-

-

31,381

31,381

Derivatives hedge

-

-

258,567

258,567

Total

5,313,674

13,463,525

303,720

19,080,919

         

Financial liabilities

       

Trade payables and put option granted on subsidiary and other liabilities

-

14,694,335

2,688,136

17,382,471

Financial instruments derivatives

-

-

159,663

159,663

Derivatives hedge

-

-

151,190

151,190

Interest-bearning loans and borrowings

-

5,085,238

-

5,085,238

Total

-

19,779,573

2,998,989

22,778,562

 

 

 12/31/2018

(restated)

 

Fair value through other

comprehensive income

Amortized

cost

Fair value through

profit or loss

Total

Financial assets

       

Cash and cash equivalents

3,778,394

7,685,104

-

11,463,498

Trade  receivables excluding prepaid expenses

-

6,874,253

-

6,874,253

Investment securities

-

147,341

13,391

160,732

Financial instruments derivatives

-

-

34,068

34,068

Derivatives hedge

-

-

220,864

220,864

Total

3,778,394

14,706,698

268,323

18,753,415

         

Financial liabilities

       

Trade payables and put option granted on subsidiary and other liabilities

-

15,535,632

2,669,561

18,205,193

Financial instruments derivatives

-

-

243,359

243,359

Derivatives hedge

-

-

438,389

438,389

Interest-bearning loans and borrowings

-

4,103,663

-

4,103,663

Total

-

19,639,295

3,351,309

22,990,604

 

50


 
 

(b) Classification of financial instruments by type of fair value measurement

IFRS 13 defines fair value as the price that would be received to sell 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 for identical assets or liabilities that the entity can access at the measurement date valuation;

 

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 – unobservable inputs for the asset or liability.

 

03/31/2019

 

12/31/2018

                   
 

Level 1

Level 2

Level 3

 Total

 

Level 1

Level 2

Level 3

Total

Financial assets

                 

Financial asset at fair value through other comprehensive income

5,313,674

-

-

5,313,674

 

3,778,394

-

-

3,778,394

Financial asset at fair value through profit or loss

13,772

-

-

13,772

 

13,391

-

-

13,391

Derivatives assets at fair value through profit or loss

96

31,285

-

31,381

 

95

33,973

-

34,068

Derivatives - operational hedge

10,955

247,612

-

258,567

 

1,622

219,242

-

220,864

 

5,338,497

278,897

-

5,617,394

 

3,793,502

253,215

-

4,046,717

Financial liabilities

                 

Financial liabilities at fair value through profit and loss (i)

-

-

2,688,136

2,688,136

 

-

-

2,669,561

2,669,561

Derivatives liabilities at fair value through profit or loss

-

159,663

-

159,663

 

511

242,848

-

243,359

Derivatives - operational hedge

7,399

143,791

-

151,190

 

36,583

401,806

-

438,389

 

7,399

303,454

2,688,136

2,998,989

 

37,094

644,654

2,669,561

3,351,309

 

(i) Refers to the put option granted on subsidiary as described in Note 13 d(4).

 

Reconciliation of changes in the categorization of Level 3

 

Financial liabilities at December 31, 2018

2,669,561

Acquisition of investments

(23,769)

Total gains and losses in the period

42,344

Losses/(gains) recognized in net income

28,255

Losses/(gains) recognized in equity

14,089

Financial liabilities at March 31, 2019 (i)

2,688,136

 

(i) The liability was recorded under “Trade payables and put option granted on subsidiary and other liabilities” on the balance sheet.

 

 

51


 
 

(c) Fair value of financial liabilities measured at amortized cost

 

The Company’s liabilities, interest-bearing loans and borrowings, trade payables excluding tax payables, are recorded at amortized cost according to the effective rate method, plus indexation and foreign exchange gains/losses, based on closing indices for each exercise.

 

The financial instruments recorded at amortized cost are similar to the fair value and are not material for disclosure.

 

Calculation of fair value of derivatives

The Company measures derivative financial instruments by calculating their present value, through the use of market curves that impact the instrument on the computation dates. In the case of swaps, both the asset and the liability positions are estimated independently and brought to present value, where the difference between the result of the asset and liability amount generates the swaps market value. For the traded derivative financial instruments, the fair value is calculated according to the adjusted exchange-listed price.

 

Margins given in guarantee

 

In order to comply with the guarantee requirements of the derivative exchanges and/or counterparties in certain operations with derivative financial instruments, as of March 31, 2019 the Company held R$710,747 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$653,751 on December 31, 2018).

 

Offsetting of financial assets and liabilities

 

For financial assets and liabilities subject to settlement agreements by the net or similar agreements, each agreement between the Company and the counterparty allows this type of settlement when both parties make this option. In the absence of such election, the assets and liabilities will be settled by their amounts, but each party shall have the option to settle on net, in case of default by the counterparty.

 

21.     COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPLLIERS, ADVANCES FROM CUSTOMERS AND OTHER

 

 

03/31/2019

12/31/2018

     

Collateral given for own liabilities

710,747

653,751

Other commitments

1,168,210

1,338,866

 

1,878,957

1,992,617

     

Commitments with suppliers

15,645,163

12,078,641

 

15,645,163

12,078,641

 

52


 
 

The collateral provided for liabilities totaled approximately R$1,878,957 on March 31, 2019 (R$1,992,617 on December 31, 2018), including R$588,002 (R$574,726 on December 31, 2018) of cash guarantees. The deposits in cash used as guarantees are presented as part of other assets. To meet the guarantees required by derivative exchanges and/or counterparties contracted in certain derivative financial instrument transactions, Ambev maintained on March 31, 2019, R$710,747 (R$653,751 on December 31, 2018) in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (Note 20 – Financial instruments and risks ).

Most of the balance relates to commitments with suppliers of packaging.

Future contractual commitments on March 31, 2019 a nd December 31, 2018 are as follows:

 

 

03/31/2019

12/31/2018

     

Less than 1 year

5,752,131

4,826,987

Between 1 and 2 years

3,632,438

2,932,420

More than 2 years

6,260,594

4,319,234

 

15,645,163

12,078,641

 

22.     CONTINGENT LIABILITY

 

The Company has contingent liabilities related to lawsuits arising from its normal course of business. Due to their nature, such legal proceedings involve certain uncertainties including, but not limited to, court and tribunals rulings, negotiations between affected parties and governmental actions, and as a consequence the Company’s management cannot estimate the likely timing of resolution of these matters at this stage.

 

Contingent liabilities probable are fully recorded as liabilities (Note 12 – Provisions ).

 

Additionally, the Company has lawsuits related to tax, civil and labor 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 amounts as follows:

 

 

03/31/2019

12/31/2018

     

IRPJ and CSLL

38,303,592

37,867,374

ICMS and IPI

21,719,450

23,891,369

PIS and COFINS

4,467,782

4,386,342

Labor

388,025

353,425

Civil

4,504,019

4,385,657

Others

1,243,928

1,171,252

 

70,626,796

72,055,419

 

Principal lawsuits with a likelihood of possible loss:

 

Except for monetary inflation and the cases described below, there was no relevant changes in the main cases with possible chances of loss when compared to the period ending in 31st December 2018.

53


 
 

 

Brazilian Federal Taxes

Profits earned abroad

 

During 2005, certain subsidiaries of Ambev received assessments from the Brazilian Federal Tax Authorities relating to profits of its foreign subsidiaries. In December 2008, the Administrative Court  rendered a partially favorable decision to Ambev, and in connection with the remaining part, Ambev filed an appeal to the Upper House of the Administrative Court, which was denied in full in March 2017. In September 2017, Ambev filed a judicial proceeding for this tax assessment and requested a motion of injunction, which was granted to Ambev.

 

In 2013, 2016, 2017 and 2018, Ambev received other tax assessments related to profits of its foreign subsidiaries.

 

In July and September 2018, with respect to two tax assessmentes, the Upper House of the Administrative Court rendered unfavorable decisions to Ambev. In one such case, the Company filed a judicial proceeding and requested an injunction, which was granted to the company. In the other case, the Company filed a judicial proceeding to discuss the case.

 

In July and October 2018, the Lower Administrative Court rendered a partially favorable decision to Ambev in another of the ongoing tax assessments. The Company is waiting to be formally notified of such decisions to analyze possible appeals. In addition, in  July 2018, the Administrative Upper House rendered a partially favorable decision to Ambev in one of the assessments, and, Ambev is waiting to be formally notified of such decisions to analyze the possible appeals. With respect to another case, in November 2018, the Administrative Upper House rendered a partial favorable decision to Ambev and filled a judicial proceeding to discuss the remaining amounts and requested an injunction, which was granted to Ambev.

 

In March 2019, the first administrative court rendered a partially favorable decision to Ambev and, regarding two other cases, the first administrative court rendered unfavorable decisions. The Company will file appeal to the Lower administrative Court.

 

In March 2019, Ambev management estimates the exposure of approximately R$7.3 billion (R$7.7 billion at December 31, 2018) and to probable losses to be R$46.2 million as of that date, for which we have recorded a provision in the corresponding amount (R$45.8 million at December 31, 2018).

 

Deemed Taxable Income

 

In April 2016, Arosuco (subsidiary of Ambev) received a tax assessment regarding the use of the “Presumed Profit” Method for the calculation of income tax and the social contribution on net profit method instead of Real Profit method. In September, 2017, Arosuco was notified of the unfavorable first level administrative decision and filed Voluntary Appeal. In January 2019, the case was judged by the Lower Administrative Court, which ruled favorably to the Company by majority of votes. The tax authorities filed a Special Appeal to the Administrative Upper House and Ambev filed a motion for Clarification and counterarguments of the Special Appeal of the Tax authorities. In March 2019, Ambev received a new tax assessment regarding the same subject and will file defense.

54


 
 

 

Arosuco management estimates the amount of possible losses in relation to this assessment in in March 2019 are approximately R$1.1 billion (R$645.1 million as of December 31, 2018).

 

PIS/COFINS over bonus products

 

Since 2015, Ambev has been receiving tax assessments issued by the Brazilian federal tax authorities, relating to amounts allegedly due under Integration Programme/Social Security Financing Levy (PIS/COFINS) over bonus products granted to its customers. These cases are now being discussed at the relevant judicial and administrative Courts. According to Note 36 - Subsequent Events, in January 2019, three cases were judged by the Lower Administrative Court, which ruled favorably to the Company by majority of votes in all three cases. Ambev is waiting to be notified of such decisions to analyze the applicable appeals. Ambev management estimates the possible losses related to these assessments to be approximately

R$ 4.1 billion (R $ 4.0 billion as of December 31, 2018), classified as a possible loss.

 

Contingent assets

 

In accordance with IAS 37 - Provisions, Contingent Liabilities and Contingent Assets , the contingent assets not be recognized in consolidated financial statements, except when realization of income is virtually certain.

 

The Company and its subsidiaries are demanding the refund of the PIS and COFINS paid including the ICMS and/or ICMS-ST in their taxable basis for the period from 1990 onwards. For the period until 2009, as well as for the period in which the special regime for cold drinks was in place – i.e. from January 2009 to April 2015 (article 58-J of Law 10,833, of 2003, also known as REFRI), the amounts involved in the refund requests are still being calculated. For the period after the termination of the special regime for cold drinks and the introduction of Law 13,097, of 2015, the Company estimates that the contingent asset related to the matter is R$ 2 billion.

 

 

55


 
 

23.     NON-CASH ITEMS

 

 

03/31/2019

12/31/2018

Cash financing cost other than interests

(2,027)

(74,009)

Fair value of options granted on subsidiary

36,033

129,405

Effect of application of IAS 29 (hyperinflation)

45,621

-

Acquisition of investment payable

20,000

-

Others

-

114

 

24.     RELATED PARTIES

Policies and practices regarding the realization of transactions with related parties

The Company adopts corporate governance practices recommended and/or required by the applicable law.

 

Under the Company’s by laws the Board of Directors is responsible for approving any transaction or agreements between the Company and/or any of its subsidiaries (except those fully subsidiaries), directors and/or shareholders (including shareholders, 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 in matters related to transactions with related parties.

 

Management is prohibited from interfering in any transaction in which conflict exists, even in theory, with the Company interests. It is also not permitted to interfere in decisions of any other management member, requiring documentation in the Minutes of Meeting of the Board any decision to abstain from the specific deliberation.

 

The Company’s guidelines with related parties 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 are clearly disclosed in the financial statements as formalized in written contracts.

 

Transactions with management members:

In addition to short-term benefits (primarily salaries), the management members are entitled to participate in Stock Option Plan (Note 19 – Share-based payments ).

 

Total expenses related to the Company’s management members are as follows:

 

 

03/31/2019

03/31/2018

     

Short-term benefits (i)

5,739

5,119

Share-based payments (ii)

9,519

9,871

Total key management remuneration

15,258

14,990

 

(i) These correspond substantially to management’s salaries and profit sharing (including performance bonuses ).

 

(ii) These correspond to the compensation  cost of stock options and restricted stocks granted to management. These amounts exclude remuneration paid to members of the Fiscal Council .

 

56


 
 

Excluding the above mentioned plan (Note 19 – Share-based payments ), the Company no longer has any type 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

The Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficiência (“Fundação Zerrenner) is one of Ambev’s shareholders, and at March 31, 2019 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 retirees, with health care and dental assistance, technical and superior education courses, facilities for assisting elderly people, through direct initiatives or through financial assistance agreements with other entities. On March 31, 2019 and December 31, 2018, actuarial responsibilities related to the benefits provided directly by Fundação Zerrenner are fully funded by plan assets, held for that purpose, which significantly exceeds the liabilities at these dates. Ambev recognizes the assets (prepaid expenses) of this plan to the extent of amounts from economic benefit available to the Company, arising from reimbursements or future contributions reduction.

The expenses incurred by Fundação Zerrenner in providing these benefits totaled R$69,114 (R$76,351 on March 31, 2018), of which R$60,993 and R$8,121 related to active employees and retirees respectively (R$66,174 and R$10,177 on March 31, 2018 related to active employees and retirees respectively).

b) Leasing

 

The Ambev, through its subsidiary BSA (labeling), has an asset leasing agreement with Fundação Zerrenner, for R$85,028 maturing on May 31, 2020 that can be extended for a further year.

c) Leasing – Ambev head office

Ambev has a leasing agreement of two commercial sets with Fundação Zerrenner in the annual amount of R$3,255, maturing on January, 2020.

 

d) Licensing agreement

 

The Company maintains 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 of Budweiser products in Guatemala, in Dominican Republic, in Paraguay, in El Salvador, in Nicaragua, in Uruguay, in Chile, in Panama, in Costa Rica e in Puerto Rico. In addition, the Company produces and distributes Stella Artois products under license to ABI in Brazil and Canada and, by means of a license granted to ABI, it also distributes Brahma’s product in the United States and several countries such as the United Kingdom, Spain, Sweden, Finland and Greece. The amount recorded was R$408 (R$341 on March 31, 2018) and R$92,088 (R$82,174 on March 31, 2018) as licensing income and expense, respectively.

57


 
 

 

Ambev has licensing agreements with the Group Modelo, subsidiaries of ABI, for to import, promote and sell products Corona ( Corona Extra, Corona Light, Coronita, Pacifico and Negra Modelo ) in countries of the Latin America and the Canada.

 

Transactions with related parties

 

 

 

 

 

03/31/2019

Current

 Trade receivables (i)

 Other Trade receivables (i)

 Trade payables (i)

 Other Trade payables  (i)

AB InBev

14,575

552

(47,278)

-

AB Services

48,945

-

(82)

-

AB USA

38,087

3,882

(233,053)

-

Bavaria

90,778

-

(41,468)

-

Cervecería Modelo

140,756

737

(694,500)

-

Inbev

689

50,665

(38,370)

-

ITW International

-

-

(216,295)

(85,900)

Panamá Holding

41,320

-

(15,910)

-

Others

38,596

3,980

(124,729)

-

 

413,746

59,816

(1,411,685)

(85,900)

 

(i) The amount represents the marketing operations (purchase and sale) and the reimbursement between the companies of the group.

 

 

 

 

 

12/31/2018

Current

 Trade receivables (i)

 Other Trade receivables (i)

 Trade payables (i)

 Other Trade payables (i)

AB InBev

16,381

-

(19,670)

-

AB Procurement

1,071

-

(28)

-

AB Services

43,728

-

(1,687)

-

AB USA

27,827

3,847

(265,206)

-

Cervecería Modelo

135,111

-

(583,806)

-

Inbev

601

45,575

(14,280)

-

ITW International

-

-

(248,942)

(66,452)

Panamá Holding

41,085

-

(15,821)

-

Others

28,645

538

(126,443)

-

 

294,449

49,960

(1,275,883)

(66,452)

 

(i) The amount represents the marketing operations (purchase and sale) and the reimbursement between the companies of the group.

 

The tables below represent the transactions with related parties, recognized in the income statement:

 

 

 

03/31/2019

Company

Buying / Service fees / Rentals

Sales

Royalties

Net Finance Cost

AB USA

(112,745)

7,704

(74,425)

-

AB Package

(15,466)

-

-

-

Cervecería Modelo

(286,170)

115

(9,392)

-

Inbev

(23,422)

-

-

-

Others

(44,240)

110

(7,863)

(21,684)

 

(482,043)

7,929

(91,680)

(21,684)

 

 

58


 
 

 

 

 

 03/31/2018

Company

Buying / Service fees / Rentals

Sales

Royalties

Net Finance Cost

AB Procurement

-

4,409

-

-

AB USA

(48,386)

10,638

(62,043)

-

Ambev Peru

-

5

-

-

Cervecería Modelo

(171,573)

22

(7,030)

-

Inbev

(19,178)

-

-

-

Others

(20,482)

2,057

(12,760)

(9,346)

 

(259,619)

17,131

(81,833)

(9,346)

 

Denomination used in the tables above :

 

AB InBev Procurement GmbH ("AB Procurement")

Ambev Luxembourg S.A.R.L. ("Ambev Luxemburgo")

Ambrew S.A. ("Ambrew")

Anheuser-Busch InBev N.V. (“AB InBev”)

Anheuser-Busch Inbev Services LLC (“AB Services”)

Anheuser-Busch Inbev USA LLC (“AB USA”)

Arosuco Aromas e Sucos Ltda. (“Arosuco”)

Bavaria S.A. ("Bavaria")

Cervecería Modelo de Mexico S. de R.L. de C.V. ("Cervecería Modelo")

Cerveceria Nacional - Panamá ("Panamá Holding")

Cervecería Nacional Dominicana, S.A. (“CND”)

Cervecería y Maltería Payssandú S.A. (“Cympay”)

Cerveceria y Malteria Quilmes ("CMQ")

Compañia Cervecera Ambev Peru S.A.C. (“Ambev Peru”)

CRBS S.A. (“CRBS”)

Dunvegan S.A. (“Dunvegan”)

Inbev Belgium N.V. ("Inbev")

Incrível Comércio de Bebidas e Alimentos S.A. ("Incrível")

Interbrew International B.V. (“ITW International”)

Labatt Breweries of Canada LP (“Labatt Breweries”)

Latin America South Investment S.L. ("LASI")

Lizar Administradora de Carteira de Valores Mobiliários Ltda. (“Lizar”)

Maltería Pampa S.A. (“Maltería Pampa”)

Maltería Uruguay S.A. (“Maltería Uruguay”)

Monthiers S.A. (“Monthiers”)

NCAQ Sociedad Colectiva (“NCAQ”)

 

 

59


 
 

25.     EVENTS AFTER THE REPORTING PERIOD

 

Goods manufactured within the Manaus Free Trade Zone for remittance elsewhere in Brazil are exempt from IPI excise Tax (“IPI”). There is discussion on whether the acquisition of such benefited goods gives rise to the right of IPI excise tax credits by the relevant acquirers. Ambev's subsidiaries have been registering IPI excise tax presumed credits upon acquisition of exempted goods manufactured therein. Since 2009, Ambev has been receiving a number of tax assessments. In addition, the Company has also received tax assessments from the Brazilian Federal Tax Authorities charging federal taxes allegedly unduly offset with the disallowed presumed IPI excise tax credits which are under discussion in the mentioned proceedings.

 

On April 25th, 2019, the Federal Supreme Court ("STF") concluded the judgment of Extraordinary Appeal No. 592.891/SP, with binding effects, deciding on the right of taxpayers registering IPI excise tax presumed credits on acquisitions of raw materials and exempted inputs originated from the Manaus Free Trade Zone. As a result of such decision, the Company estimates the reclassification of part of the amounts related to the cases mentioned above to remote loss, maintaining as a possible loss, in March 2019, the approximate amount of R$2.6 billion (R$4.9 billion on December 31st, 2018), in view of other additional discussions not submitted to the judgment by the STF.

 

60

 

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 22, 2019
     
 
AMBEV S.A.
     
 
By: 
/s/ Fernando Mommensohn Tennenbaum
 
Fernando Mommensohn Tennenbaum
Chief Financial and Investor Relations Officer
 
 
 
 

 

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