UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2023

 

Commission File Number: 001-39169

Natura &Co Holding S.A.

(Exact name of registrant as specified in its charter)

 

Avenida Alexandre Colares, No. 1188, Sala A17-Bloco A

Parque Anhanguera

São Paulo, São Paulo 05106-000, Brazil

(Address of principal executive office)

 

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

Form 20-F                 Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes                    No 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes                    No 

  

 

 


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.

 

NATURA &CO HOLDING S.A.


By:

/s/ Guilherme Strano Castellan


 

Name:

Guilherme Strano Castellan


 

Title: 

Principal Financial Officer


 


 


 


 


By:

/s/ Itamar Gaino Filho


 

Name:

Itamar Gaino Filho


 

Title: 

Chief Legal and Compliance Officer


 


 

 Date: November 14, 2023





 

  

 

 

 

 

  


Individual and Consolidated

Interim Accounting Information (ITR)

For the nine-month period ended

September 30, 2023
Independent Auditor’s Report

 

 

 

 


www.pwc.com.br

 

 

Natura &Co Holding S.A.

Parent company and consolidated

interim financial statements at

30 September 2023

and report on review

         


Graphics


1



Graphics


(A free translation of the original in Portuguese)

 

 

 

Report on review of parent company and

consolidated interim financial statements

 

To the Board of Directors and Stockholders

Natura &Co Holding S.A.


Introduction

 

We have reviewed the accompanying interim statement of financial position of Natura &Co Holding S.A. ("Company") as at 30 September 2023 and the related statements of profit or loss and comprehensive income for the quarter and nine-month period then ended, and the statements of changes in shareholders’ equity and cash flows for the nine-month period then ended, as well as the accompanying consolidated interim  statement of financial position of Natura &Co Holding S.A. and its subsidiaries ("Consolidated") as at 30 September 2023 and the related consolidated statements of profit or loss and comprehensive income for the quarter and nine-month period then ended, and the consolidated statements of changes in shareholders’ equity and cash flows for the nine-month period then ended, and explanatory notes.

 

Management is responsible for the preparation and fair presentation of these parent company and consolidated interim financial statements in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these interim financial statements based on our review.

 

Scope of review

 

We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.



PricewaterhouseCoopers Auditores Independentes, Avenida Brigadeiro Faria Lima, 3732, 16º andar, partes 1 e 6, Edifício Adalmiro Dellape Baptista B32, Itaim Bibi, São Paulo - SP, CEP 04538-132,T: (11) 3674-2000, F: (11) 3674-2000, www.pwc.com.br

 

2



Graphics


Natura &Co Holding S.A.

 

 

 

 

Conclusion on the interim information

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated interim financial statements referred to above do not present fairly, in all material respects, the financial position of Natura &Co Holding S.A. and of Natura &Co Holding S.A. and its subsidiaries as at 30 September 2023, and the parent company financial performance for the quarter and nine-month period then ended and its cash flows for the nine-month period then ended, as well as the consolidated financial performance for the quarter and nine-month period then ended and the consolidated cash flows for the nine-month period then ended, in accordance with CPC 21 and IAS 34.

 

Other matters


Statement of value added

 

The interim financial statements referred to above include the parent company and consolidated statements of value added for the nine-month period ended 30 September 2023. These statements are the responsibility of the Company's management and are presented as supplementary information. These statements have been subjected to review procedures performed together with the review of the interim financial statements for the purpose concluding whether they are reconciled with the interim financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that these statements of value added have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and that they are consistent with the parent company and consolidated interim financial statements taken as a whole.

 

São Paulo, 13 November 2023

 


PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/O-5

 

Leandro Mauro Ardito

Contador CRC 1SP188307/O-0


3


NATURA &CO HOLDING S.A.                                  
                                   
STATEMENT OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022
(In thousands of Brazilian reais - R$)

  

Note Parent Consolidated Note Parent Consolidated
ASSETS  September 30, 2023   December 31, 2022   September 30, 2023   December 31, 2022  LIABILITIES AND SHAREHOLDERS' EQUITY  September 30, 2023   December 31, 2022   September 30, 2023   December 31, 2022 
CURRENT CURRENT
Cash and cash equivalents 6 997 5,566 3,292,480 4,195,713 Borrowings, financing and debentures 19 - - 141,128 331,151
Short-term investments 7 10,675 24,264 3,480,871 1,800,439 Lease 18 315 193 628,546 878,448
Trade accounts receivable 8 2,562                        -          3,406,585         3,502,399 Trade accounts payable and reverse factoring operations 20 5,842 6,451 5,516,965 6,375,930
Trade accounts receivable - Related parties 32 63,274 66,329 - - Trade accounts payable - Related parties 32 280,092               64,576 - -
Inventories 9                        - - 4,362,898 4,516,874 Dividends and interest on shareholders' equity payable 24 244 260 244 260
Recoverable taxes 10 32,109               38,902 1,212,613 911,410 Payroll, profit sharing and social charges 12,135 51,485 1,072,729 1,276,977
Income tax and social contribution  - - 190,264 196,143 Tax liabilities  21 12,113 2,191 518,499             828,125
Derivative financial instruments 5 - - 134,661 235,114 Income tax and social contribution  - - 197,529 70,294
Other current assets 14 3,721 13,562 926,028 763,384 Derivative financial instruments 5    - - 127,077 1,613,968
113,338 148,623 17,006,400 16,121,476 Provision for tax, civil and labor risks  22 - - 421,311 463,655
Other current liabilities 23                 6,741               23,113 986,337 1,499,060
Assets held for sale 13 and 36 - - 456,705  51 Total current liabilities             317,482             158,269 9,610,365 13,337,868
Total current assets 113,338 148,623 17,463,105 16,121,527
NON-CURRENT
Recoverable taxes 10 -  - 880,887 1,356,868
Deferred income tax and social contribution 11 142,766 150,167 2,677,285 3,519,515 NON-CURRENT
Judicial deposits  12 - - 401,159 457,550 Borrowings, financing and debentures 19   - - 6,069,775 13,261,135
Derivative financial instruments - - 81,235 773,251 Lease 18 616 352 1,497,943 2,392,289
Long-term investments 7 - - 34,543 35,235 Payroll, profit sharing and social charges 4,441 6,029 6,012 26,152
Other non-current assets 14 - - 902,828 1,252,437 Tax liabilities  21 - - 125,528 117,358
           142,766 150,167 4,977,937 7,394,856 Deferred income tax and social contribution 11 - - 3,244,415 934,414
Income tax and social contribution  0 - - 375,396 448,532
Derivative financial instruments 5 - - - 191,274
Provision for tax, civil and labor risks  22 1,092 1,051 851,738 873,618
Investments  15 28,113,555 22,215,420 - - Other non-current liabilities 23 17,786 17,750 744,370 751,566
Property, plant and equipment  16 -  - 3,859,197 4,966,150 Total non-current liabilities 23,935 25,182         12,915,177        18,996,338
Intangible 17 - 1,445 22,297,146 23,260,970
Right of use 18 896 530 1,973,401 2,941,887 TOTAL LIABILITIES 23,935 25,182 12,915,177 18,996,338
Total non-current assets 28,257,217 22,367,562 33,107,681 38,563,863 SHAREHOLDERS' EQUITY  24
Capital stock  12,484,515 12,484,424 12,484,515 12,484,424
Treasury shares  (164,690) (262,360) (164,690) (262,360)
Capital reserves 10,427,721 10,540,885 10,427,721 10,540,885
Legal profit reserve
Accumulated losses 3,739,242 (1,994,555) 3,739,242 (1,994,555)
Other comprehensive income 1,542,350 1,564,340 1,542,350 1,564,340
Shareholders' equity attributed to the Company's shareholders 28,029,138 22,332,734 28,029,138 22,332,734
Non-controlling interest in shareholders' equity of subsidiaries - -  16,106 18,450
Total shareholders' equity 28,029,138 22,332,734 28,045,244 22,351,184
TOTAL ASSETS 28,370,555 22,516,185 50,570,786 54,685,390 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 28,370,555 22,516,185 50,570,786 54,685,390

 

 *The accompanying notes are an integral part of the Interim Accounting Information.

 

4


NATURA &CO HOLDING S.A.
STATEMENT OF PROFIT OR LOSS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands of Brazilian reais - R$, except for earnings per share)










  Note   Parent   Parent Consolidated Consolidated
    July 1, 2023 to September 30, 2023 July 1, 2022 to September 30, 2022 January 1, 2023 to September 30, 2023 January 1, 2022 to September 30, 2022   July 1, 2023 to September 30, 2023 July 1, 2022 to September 30, 2022   January 1, 2023 to September 30, 2023 January 1, 2022 to September 30, 2022
     
NET REVENUE 26                          -                        -                         -                       -            7,517,260          8,401,159 22,610,958      24,120,309
Cost of Sales 27                  -                       -                         -                         -     (2,610,993)      (3,177,329)  (7,793,624)       (9,216,929)
                               
GROSS PROFIT                       -                       -                        -                        -     4,906,267        5,223,830 14,817,334       14,903,380
     
OPERATING (EXPENSES) INCOME    
Selling, marketing and logistics expenses 27                        -                        -                        -                       -   (3,251,962)       (3,613,143) (9,751,909) (10,342,316)
Administrative, R&D, IT and project expenses 27           (15,363)              (35,124)              (53,695)             (252,861)         (1,275,426)          (1,381,475)   (4,057,422)        (4,281,688)
Impairment loss on trade receivables 8                         -                          -                          -                         -           (142,769)           (151,186)     (460,607)             (464,598)
Share of profits (losses) from subsidiaries 15          7,010,576             (459,984)          5,696,939        (1,657,460)                     -                   -             -                    -
Other operating income (expenses), net 30        4,272                         -                5,754              12,326        (284,759)        (101,693)  (700,726)          (202,792)
   

  

     
OPERATING PROFIT (LOSS) BEFORE FINANCIAL RESULT   6,999,485         (495,108)       5,648,998    (1,897,995)        (48,649)          (23,667)  (153,330) (388,014)
   
Financial result 29               (6,400) 6,034 (3,696)                (894) (1,064,904)          (549,688) (1,943,321)       (1,340,780)
     
PROFIT (LOSS) BEFORE INCOME TAX AND                                 
   SOCIAL CONTRIBUTION           6,993,085          (489,074)          5,645,302         (1,898,889) (1,113,553)      (573,355) (2,096,651)       (1,728,794)
   Income tax and social contribution  0              31,456            (70,703)                4,373           (70,703)         961,953          110,669   780,559            (87,357)
     



  


LOSS (PROFIT) FOR THE PERIODS FROM CONTINUING OPERATIONS       7,024,541         (559,777)         5,649,675  (1,969,592)       (151,600)       (462,686) (1,316,092)  (1,816,151)
   
DISCONTINUED OPERATIONSsni  
(LOSS) PROFIT FROM DISCONTINUED OPERATIONS 36      (112)                       -            (9,524)                        -      7,175,592          (96,786) 6,956,022          (152,465)
   
PROFIT (LOSS) FOR THE PERIODS       7,024,429         (559,777)       5,640,151      (1,969,592)      7,023,992        (559,472) 5,639,930     (1,968,616)
   
ATTRIBUTABLE TO  
The Company´s shareholders        7,024,429          (559,777)          5,640,151         (1,969,592)        7,024,429          (559,777) 5,640,151           (1,969,592)
Non-controlling shareholders                       -                         -                    -                      -              (437)                   305      (221)                   976
   
 
                       
PROFIT (LOSS) PER SHARE IN THE PERIODS -R$
Basic  31             5.1002            (0.4073)              4.0934          (1.4356)          5.1002         (0.4072)     4.0934                (1.4356)
Diluted 31            5.1002       (0.4073)            4.0934           (1.4356)           5.1002           (0.4072)    4.0934       (1.4356)
 
*The accompanying notes are an integral part of the Interim Accounting Information.
 
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NATURA &CO HOLDING S.A.                                  
                                   
STATEMENT OF COMPREHENSIVE INCOME
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands of Brazilian reais - R$)
 
    Note   Parent   Parent   Consolidated   Consolidated
      July 1, 2023 to September 30, 2023 July 1, 2022 to September 30, 2022   January 1, 2023 to September 30, 2023 January 1, 2022 to September 30, 2022    July 1, 2023 to September 30, 2023  July 1, 2022 to September 30, 2022    January 1, 2023 to September 30, 2023  January 1, 2022 to September 30, 2022
                                   
PROFIT (LOSS) FOR THE PERIOD 7,024,429 (559,777) 5,640,151 (1,969,592) 7,023,992 (559,472) 5,639,930 (1,968,616)
Other comprehensive income (loss) to be reclassified to income statement in subsequent periods:
Conversion of financial statements of controlled companies abroad 15 (236,877) (549,711) (786,385) (3,035,690) (236,671) (550,995) (788,508) (3,040,412)
Exchange rate effect on the conversion from hyperinflationary economy 15 59,415 (13,929) 280,233 (28,529) 59,415 (13,929) 280,233 (28,529)
Earnings (losses) from cash flow hedge operations 15 - - - 89 887,651 (269,284) 739,089 (923,676)
Tax effects on earnings (losses) from cash flow hedge operations 11 - - - - (304,366) 91,442 (254,927) 315,188
Equity in earnings (losses) from cash flow hedge operation 15 887,651 (269,284) 739,089 (923,765) - - - -
Equity in tax effects on earnings (losses) from cash flow hedge operations 11 (304,366) 91,442 (254,927) 315,188 - - - -
Comprehensive loss for the periods, net of tax effects   7,430,252   (1,301,259) 5,618,161 (5,642,299) 7,430,021 (1,302,238) 5,615,817 (5,646,045)
   
   
ATTRIBUTABLE TO  
The Company´s shareholders   7,430,252 (1,301,259) 5,618,161 (5,642,299) 7,430,252 (1,301,259) 5,618,161 (5,642,299)
Noncontrolling shareholders   -   - - - (231) (979) (2,344) (3,746)
    7,430,252   (1,301,259) 5,618,161 (5,642,299) 7,430,021 (1,302,238) 5,615,817 (5,646,045)



















 *The accompanying notes are an integral part of the Interim Accounting Information.

  

6


NATURA &CO HOLDING S.A.                                  
                                   
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands of Brazilian reais - R$)
 
Equity appraisal adjustment
Capital Reserves
Note Capital stock     Treasury shares   Share premium   Special reserve   Additional paid-in capital   Income from transactions with non-controlling shareholders   Legal profit     reserve            Retained losses   Other comprehensive income   Shareholders' equity attributed to controlling shareholders   Non-Controlling   Total shareholders' equity
           

Retained

earnings

        Shareholders  
                       
                           
BALANCES AS OF JANUARY 1, 2022 12,481,683 (151,342) 10,021,409 362,059 187,402 (92,066) 871,223 - 4,865,202 28,545,570 21,155 28,566,725
Loss for the periods               - -         - -           - -      - (1,969,592) - (1,969,592) 976 (1,968,616)
Exchange rate effect on the conversion from hyperinflationary economy              -           -       -          -          - - -    - (28,529) (28,529) - (28,529)
Other comprehensive income          -     - -    -           -     - - - (3,644,178) (3,644,178) (4,722) (3,648,900)
Total comprehensive income for the periods -          -     -     - -             - - (1,969,592) (3,672,707) (5,642,299) (3,746) (5,646,045)
Share repurchase    - (120,300) -   -       -   - - - - (120,300) - (120,300)
Transactions in stock and restricted shares option plans:
    Provision for stock and restricted shares option plans  24 - - - - 205,056 - - - - 205,056 - 205,056
    Exercise of  stock and restricted shares option plans  24 5,872 9,282 - - (22,135) - 3,911 - - (3,070)   - (3,070)
Reclassification of hyperinflationary economy adjustment effect - - (126,473) - (58,494)  - (8,294) - 193,261 - - -
                                               
BALANCES AS OF SEPTEMBER 30, 2022 12,487,555 (262,360) 9,894,936 362,059 311,829 (92,066) 866,840 (1,969,592) 1,385,756 22,984,957 17,409 23,002,366
                       
BALANCES AS OF JANUARY 1, 2023 12,484,424 (262,360) 9,894,936 362,059 375,956 (92,066) - (1,994,555) 1,564,340 22,332,734 18,450 22,351,184
Net income for the periods - - - - - - - 5,640,151 - 5,640,151 (221) 5,639,930
Exchange rate effect on the conversion from hyperinflationary economy - - - - - - - - 280,233 280,233    - 280,233
Other comprehensive income - - - - - - - - (302,223) (302,223) (2,123)   (304,346)
Total comprehensive income for the periods - - - - - - - 5,640,151 (21,990) 5,618,161 (2,344) 5,615,817
Transactions in stock and restricted shares option plans:
     Provision for stock and restricted shares option plans  0 - - - - 116,312 - - - - 116,312 - 116,312
    Exercise of  stock and restricted shares option plans  24 91 97,670 - - (229,476) - - 93,646 - (38,069) - (38,069)
BALANCES AS OF SEPTEMBER 30, 2023 12,484,515 (164,690) 9,894,936 362,059 262,792 (92,066) - 3,739,242 1,542,350 28,029,138 16,106 28,045,244
 *The accompanying notes are an integral part of the Interim Accounting Information. 

  

7


NATURA &CO HOLDING S.A.
STATEMENT OF CASH FLOWS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands of Brazilian reais - R$)






Note   Parent Consolidated
  January 1, 2023 to September 30, 2023 January 1, 2022 to September 30, 2022 January 1, 2023 to September 30, 2023 January 1, 2022 to September 30, 2022
CASH FLOW FROM OPERATING ACTIVITIES
Profit (loss) for the periods  5,640,151 (1,969,592) 5,639,930 (1,968,616)
Adjustments to reconciliate profit (loss) for the periods with net cash genereted by (used in) operating activities:
Depreciation and amortization 16, 17 and 18          1,657      1,083 1,730,520 1,683,252
Interest and exchange variation on short-term investments 29           (743)    (14,071)   (642,271)   (330,069)
Loss from swap and forward derivative contracts 5                  -          5,266 1,741,801  527,882
Increse (reversion) of provision for tax, civil and labor risks 22                    -           989      53,566     (29,457)
Monetary adjustment of judicial deposits 12                   -                 -     (20,510)  (26,846)
Monetary adjustment of provision for tax, civil and labor risks 22               41               55    58,539      67,068
Income tax and social contribution      (4,373)      70,703 (780,559)    87,359
Income from sale and write-off of property, plant and equipment and intagible 13, 16 and 17                   -               - (130,036) (81,555)
Share of (profits) losses from subsidiaries 15   (5,696,939) 1,657,460              -             -
Interest and exchange rate variation on leases 18               83             20   121,065   167,270
Interest and exchange rate variation on borrowings, financing and debentures, net of acquisition costs 19                   -                 -    437,022   324,207
Adjustment and exchange rate variation on other assets and liabilities             431           170         2,162       2,025
Provision for impairment 30                  -                -    25,103      12,510
Increase (reversion) of provision for stock option plans      24,550     194,348     78,152  194,348
Provision for losses with trade accounts receivables, net of reversals 8                   -                 -     460,607    466,184
Provision for inventory losses, net of reversals 9                  -              -   299,516    303,801
Provision for carbon credits                  -               -    (11,245)   (8,278)
Effect from hyperinflationary economy                 -              - 245,484  123,204
Other adjustments to reconcile net income for the period  -               - (206,228)               -
       (35,142)     (53,569) 9,102,618 1,514,289
DECREASE (INCREASE) IN ASSETS
Trade accounts receivable and related parties                 95       (7,599) (628,924) (366,375)
Inventories                   -                - (752,740) (109,695)
Recoverable taxes                     -              -      61,768  (8,133)
Other assets          17,268     21,254   491,401  (18,446)
Subtotal        17,363      13,655 (828,495) (502,649)
INCREASE (DECREASE) IN LIABILITIES
Domestic and foreign trade accounts payable and related parties         214,874 (53,844) (515,727) (624,650)
Payroll, profit sharing and social charges, net       (40,938)  (20,338)     (82,792) (262,364)
Tax liabilities               (78)           (68) (239,192)   (57,995)
Other liabilities       (16,370)    (56,439)   (274,180)    86,132
Subtotal         157,488  (130,689) (1,111,891) (858,877)
       
CASH GENERATED BY (USED IN) OPERATING ACTIVITIES       139,709  (170,603) 7,162,232   152,763
OTHER CASH FLOWS FROM OPERATING ACTIVITIES
Payment of income tax and social contribution                   -      (2,568)   (279,669) (399,022)
Release of judicial deposits net of withdrawals 12 and 22                   -                  -        23,642    134,174
Payments related to tax, civil and labor lawsuits 22                    -                -     (51,935)  (111,838)
Payments due to settlement of derivative transactions                    -           (934) (1,520,622) (230,250)
Payment of interest on lease 18               (83)             (20)  (120,692) (85,994)
Payment of interest on borrowings, financing and debentures 19                    -                -  (997,443) (573,042)
Operating Activities - discontinued operations                     -                 - (7,289,148)       84,857
CASH  GENERATED BY (USED IN) OPERATING ACTIVITIES      139,626  (174,125) (3,073,635) (1,028,352)
CASH FLOW FROM INVESTING ACTIVITIES
Additions of property, plant and equipment and intangible                     - (2,031) (741,263) (651,231)
Proceeds from sale of property, plant and equipment and intangible                   -              -      16,725        4,070
Short-term acquisition       (45,550) (174,700) (12,220,644) (8,005,899)
Redemption of short-term investments          57,250    301,833 10,625,482 8,613,685
Redemption of interest on short-term investments           2,632     15,230    101,164   85,636
Capital increase in subsidiaries      (308,377)     153,656                 -             -
Receipt of dividends from subsidiaries 32        150,000                -                 -           -
Investing activities - discontinued operations                    -                - 12,254,162 (116,919)
CASH (USED IN) GENERATED BY INVESTING ACTIVITIES      (144,045)    293,988 10,035,626  (70,658)
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of lease - principal 18             (225)            (48)   (553,864) (681,748)
Repayment of borrowings, financing and debentures – principal 19                    -                 - (8,185,865) (4,591,262)
New borrowings, financing, and debentures 19                  -                 - 1,506,701 6,051,116
Acquisition of treasury shares, net of receipt of option strike price                    - (120,300)                 - (120,300)
Payment of dividends and interest on equity        (16)         -  (16)  -
Receipt (payment) of funds due to settlement of derivative transactions                -      (4,332) (367,786)    132,147
Capital Increase             91    5,872            91     5,872
Financing activities - discontinued operations                -               - (166,180)  (139,111)
NET CASH (USED IN) GENERATED BY FINANCING ACTIVITIES             (150) (118,808) (7,766,919) 656,714
Effect of exchange rate variation on cash and cash equivalents                  -                 -   (98,305) (312,672)
       
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS         (4,569)      1,055 (903,233) (754,968)
       
Opening balance of cash and cash equivalents         5,566       4,289 4,195,713 4,007,257
Closing balance of cash and cash equivalents      997 5,344 3,292,480 3,252,289
       
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (4,569)   1,055 (903,233) (754,968)
 
*The accompanying notes are an integral part of the Interim Accounting Information.
 
8


NATURA &CO HOLDING S.A.
STATEMENT OF VALUE ADDED
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022
(In thousands of Brazilian reais - R$)






Note Parent Consolidated
January 1, 2023 to September 30, 2023 January 1, 2022 to September 30, 2022 January 1, 2023 to September 30, 2023    January 1, 2022 to September 30, 2022 
INCOME            5,754           12,326    27,936,413     30,356,488
Sale of goods, products and services                      -                          - 28,555,081    30,395,848
Provision for doubtful accounts, net of reversals 8                      -                          -             56,687             24,203
Other operating expenses, net                5,754                12,326          (675,355)            (63,563)
GOODS ACQUIRED FROM THIRD PARTIES            (22,650)           (212,769)      (17,834,958)     (20,195,153)
Cost of products sold and services rendered                      -                          -      (9,269,417)      (10,574,586)
Materials, electricity, outsourced services and other          (22,650)          (212,769)        (8,565,541)   (9,620,567)
GROSS VALUE ADDED        (16,896)           (200,443)    10,101,455     10,161,335
RETENTIONS          (1,657)            (1,083)      (1,730,521)    (1,679,060)
Depreciation and amortization 16, 17 and 18           (1,657)              (1,083)      (1,730,521)    (1,679,060)
VALUE ADDED PRODUCED BY THE COMPANY          (18,553)         (201,526)         8,370,934     8,482,275
TRANSFERRED VALUE ADDED     5,703,572      (1,612,122)    10,278,805       4,132,440
Equity in subsidiaries 15       5,696,939   (1,657,460)                        -                     -
Financial income - including inflation adjustments and exchange rate variations 29               6,633              45,338     10,278,805 4,132,440
TOTAL VALUE ADDED TO DISTRIBUTE - DISCONTINUED OPERATIONS       5,685,019      (1,813,648)    18,649,739    12,614,715
TOTAL VALUE ADDED TO DISTRIBUTE - DISCONTINUED OPERATIONS             (9,524)                        -        11,869,776     919,877
'TOTAL VALUE ADDED TO DISTRIBUTE       5,675,495     (1,813,648)       30,519,515   13,534,592
TOTAL DISTRIBUTION OF VALUE ADDED       5,675,495 (1,813,648)      30,519,515    13,534,592
DISTRIBUTION OF VALUE ADDED -  DISCONTINUED OPERATIONS           (9,524)                         -       11,869,776         919,877
DISTRIBUTION OF VALUE ADDED -  DISCONTINUED OPERATIONS    5,685,019    (1,813,648)      18,649,739   12,614,715
Payroll and social charges 28             29,388              39,009        4,633,974     4,670,489
Payroll and social charges           16,213             31,289        3,479,944     3,487,540
Benefits             12,406               6,526           694,560         701,911
FGTS                769                1,194           459,470          481,038
Taxes, fees and contributions            (4,381)              70,703       3,112,557       4,258,800
Federal            (4,381)            70,703         2,645,658          (376,272)
State                       -                         -            466,899      4,634,265
Municipal                       -                       -                       -                 807
Third-part capital remuneration           10,337               46,232     12,219,300     5,501,577
Rentals                       -                    -           (5,621)           28,373
Others             10,337              46,232    12,224,921      5,473,204
Equity remuneration        5,649,675   (1,969,592)    (1,316,092)   (1,816,151)
Retained (losses) earnings 5,649,675  (1,969,592)   (1,315,871) (1,817,128)
Minority holders' share in retained profit                    -                   -              (221)             977

 

*The accompanying notes are an integral part of the Interim Accounting Information.
9



INDEX OF EXPLANATORY NOTES




1.  GENERAL INFORMATION 10

2.  MANAGEMENT STATEMENT AND BASIS OF PRESENTATION OF THE INTERIM ACCOUNTING INFORMATION 10

3.  SUMMARY OF MATERIAL ACCOUNTING POLICIES 11

4.  CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS 11

5.  FINANCIAL RISK MANAGEMENT 12

6.  CASH AND CASH EQUIVALENTS 15

7.  SHORT-TERM INVESTMENTS 15

8.  TRADE ACCOUNTS RECEIVABLE 17

9.  INVENTORIES 18

10. RECOVERABLE TAXES 19

11. INCOME TAX AND SOCIAL CONTRIBUTION 20

12. JUDICIAL DEPOSITS 21

13. NON-CURRENT ASSETS HELD FOR SALE 22

14. OTHER CURRENT AND NON-CURRENT ASSETS 23

15. INVESTMENTS 24

16. PROPERTY, PLANT AND EQUIPMENT 26

17. INTANGIBLE ASSETS 28

18. RIGHT-OF-USE AND LEASE LIABILITIES 30

19. BORROWING, FINANCING AND DEBENTURES 33

20. TRADE ACCOUNTS PAYABLE AND REVERSE FACTORING OPERATIONS 35

21. TAX LIABILITIES 35

22. PROVISION FOR TAX, CIVIL AND LABOR RISKS 36

23. OTHER LIABILITIES 37

24. SHAREHOLDER’S EQUITY 38

25. INFORMATION ON SEGMENTS 39

26. REVENUE 40

27. OPERATING EXPENSES AND COST OF SALES 41

28. EMPLOYEE BENEFITS 41

29. FINANCIAL RESULTS 42

30. OTHER OPERATING EXPENSES, NET 43

31. EARNINGS PER SHARE 44

32. TRANSACTIONS WITH RELATED PARTIES 45

33. COMMITMENTS 47

34. INSURANCE 47

35. ADDITIONAL INFORMATION RELATING TO THE STATEMENTS OF CASH FLOWS 48

36. DISCONTINUED OPERATIONS 48

37. SUBSEQUENT EVENTS 49

 



 


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

1. GENERAL INFORMATION

Natura &Co Holding S.A. (“Natura &Co”) was incorporated on January 21, 2019, with the purpose of holding interests in other companies, whose main business is in the cosmetics, fragrance and personal hygiene segments, through the manufacturing, distribution, and sale of their products. Natura &Co is headquartered in Brazil, in the city of São Paulo, State of São Paulo, at Avenida Alexandre Colares, no 1188, Vila Jaguará, CEP 05106-000. Natura &Co and its subsidiaries are hereinafter referred to as the “Company”.

Brands managed by the Company include “Natura”, “Avon” and “The Body Shop”. In addition to using the retail market, e-commerce, business-to-business (B2B) and franchises as sales channels for the products, the subsidiaries highlight the performance of the direct sales channel carried out by the Natura, Avon and The Body Shop Consultant(s).

1.1  Sale of subsidiary Aesop

On August 30, 2023, the Company concluded the sale of the subsidiary Aesop to L’Oréal for a total amount of R$12,396,226, after obtaining all regulatory approvals. The total gain obtained on the derecognition of the subsidiary's assets and liabilities and recognized as discontinued operations net of income tax and social contribution was R$7,231,416, which includes the reclassification of accumulated balance sheet conversion gains recognized in other comprehensive income amounting to R$115,168.

Further details about this operation, as well as the results of discontinued operations for the nine-month periods ending September 30, 2023 and 2022 are presented in explanatory note no.36.

The Company’s interim accounting information, included in the Quarterly Information Form - ITR for the nine-month period ended September 30, 2023, includes the individual and consolidated interim accounting information prepared pursuant to Technical Pronouncement CPC 21 (R1) - Interim Statements, approved by the Brazilian Accounting Committee (“CPC”) and equivalent to International Accounting Standard (“IAS”) 34 - Interim Financial Reporting.

The individual and consolidated interim accounting information shows all relevant information specific to the interim accounting information, which is consistent with that used by Management in its management and was approved by the Board of Directors and authorized for publication at a meeting held on November 7th, 2023.

The individual and consolidated interim accounting information was prepared based on historical cost, except for derivative instruments and short-term investments recognized that were measured at fair value, and assets and liabilities held for sale measured at lower of their carrying amount and the fair value net of selling expenses. The individual and consolidated interim accounting information are expressed in thousands of Reais (“R$”), rounded to the nearest thousand, as well as the disclosure of amounts in other currencies, when necessary, also made in thousands. The items disclosed in other currencies are duly identified, whenever applicable.

10


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The material accounting policies applied in the preparation of this individual and consolidated interim accounting information are consistent with those applied and disclosed in note 3 to the Company’s audited financial statements for the year ended December 31, 2022, issued on March 13, 2023, as well as those applied for the comparative nine-month period ended September 30, 2022, except for the rules and changes effective as of January 1, 2023.

Among these amendments effective as of January 1, 2023, we highlight the amendments to CPC 23, Accounting Policies, Change in Estimates and Error Correction (IAS 8, Accounting Policies, Change in Estimates and Error Correction) and CPC 26 (R1), Presentation of Financial Statements (IAS 1, Presentation of Financial Statements), in addition to amendments to IFRS Practice Statement 2, Making Materiality Judgments, educational document issued by the IASB and not published by the CPC in Brazil), where the concepts of accounting estimates and applying materiality judgments to accounting policy disclosures to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies. In the preparation of individual and consolidated interim accounting information, these concepts were considered, however, there were no material effects on the nature and detail of the information presented.

Additionally, in May 2023 IASB published amendments to IAS 12, Income taxes, determining the application of a mandatory exception in the recognition of deferred taxes on taxable profit arising from the application of the requirements of the “Pillar 2” legislation, an initiative by the Organization for Economic Cooperation and Development (OECD), through which it seeks to implement a new tax system that will consist of an "extra layer" to the domestic taxation of the countries involved, seeking to ensure the payment of a global minimum effective rate of 15% by taxpayers members of large multinational groups, regardless of their jurisdiction of residence.

As required by the amendment, the Company applied the exception for recognition and disclosure of information on deferred tax assets and liabilities related to Pillar Two income taxes.

The other amendments to the accounting standards, effective as of January 1, 2023, did not have any material impact on the Company's interim individual and consolidated accounting information.

This individual and consolidated interim accounting information should be read in conjunction with the Company’s individual and consolidated financial statements for the year ended December 31, 2022.

4. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The areas that require a higher level of judgment and have greater complexity, as well as the areas in which assumptions and estimates are material for the interim accounting information, were presented in note 4 of the Company’s individual and consolidated financial statements for the year ended December 31, 2022.

The estimates and assumptions used in the preparation of the interim, individual and consolidated accounting information for the nine-month period ended September 30, 2023, have not changed significantly compared with the estimates and assumptions as of December 31, 2022.

11


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

The information regarding the general considerations and polices was presented in note 5.1 of the Company’s individual and consolidated financial statements for the year ended December 31, 2022, and there are no changes for the nine-month period ended September 30, 2023.

The Company continues to monitor developments in the conflict between Russia and Ukraine to assess any possible future impacts that may arise because of the ongoing crisis, including the reduction in recoverable value of financial and non-financial assets, which the Company's Management assesses based on the best available information. At the date of this interim accounting information, the effects of the conflict on the equity and financial position and performance of operations were not material.

5.1      Market risks and hedge accounting

In order to hedge the current balance sheet positions of the Company against market risks, the following financial derivatives (hedging the variability of payments of financing liabilities arising from exchange rate and interest rate risks) and operating derivatives (hedging the exchange rate risk of operating cash flows, such as import and export operations) are used and consist of the balances in the following table, as of September 30, 2023, and December 31, 2022:

Description (Balance sheet position)

Consolidated (Fair value, level 2)

September 30, 2023

December 31, 2022

Financial derivatives

107,005

(785,733)

Operating derivatives

(18,186)

(11,144)

Total

88,819 

(796,877)

Below are the changes in net derivatives balances for the nine-month period ended September 30, 2023, and for the year ended December 31, 2022:

 

Consolidated

Balance as of December 31, 2021

516,637

Losses from swap and forward derivative contracts in the result of the year

(992,813)

Payment of funds due to settlement of derivative transactions - operational activity

594,225

Receipt of funds due to settlements of derivatives transactions - financing activity

(118,707)

Losses in cash flow hedge operations (other comprehensive income)

(790,479)

Other movements

(5,740)

Balance as of December 31, 2022

(796,877)

Losses from swap and forward derivative contracts in the result of the period

(1,741,801)

Payment of funds due to settlement of derivative transactions - operational activity

1,520,622

Payment of funds due to settlements of derivatives transactions - financing activity

367,786

Gains in cash flow hedge operations (other comprehensive income)

739,089

Balance as of September 30, 2023

88,819

 

12


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

The Company designates certain financial and operating derivatives described above for hedge accounting in accordance with the Company's risk management policy. The fair value of derivatives designated for cash flow and fair value hedge accounting, as well as gains and losses for the nine-month period ended September 30, 2023, are presented below.

 

Consolidated

 

Subject to hedging

Notional currency

Fair value

Accumulated gains (losses)

Gains (losses) for the nine-month period

Currency swap – US$/R$

Currency

BRL

40,707

(1,031)

764,255

Forward and swap agreements (Natura Distribuidora México)

Currency

BRL

4

33

33

Forward and swap agreements (Avon)

Currency

BRL

(6,716)

(7,603)

(7,603)

Forward agreements (Natura Industria)

Currency

BRL

(10,994)

(10,994)

(12,667)

Forward agreements (The Body Shop)

Currency

BRL

(295)

(4,929)

(4,929)

Total

 

 

22,706

(24,524)

739,089

The movement in hedge reserves recorded in other comprehensive income is shown below:

 

Consolidated

Cash flow hedge balance on December 31, 2021

21,866

Change in fair value recognized in other comprehensive income

(790,479)

Tax effects on the fair value of the hedging instrument

270,035

Cash flow hedge balance on December 31, 2022

(498,578)

Change in fair value recognized in other comprehensive income

739,089

Tax effects on the fair value of the hedging instrument

(254,927)

Cash flow hedge balance on September 30, 2023

(14,416)

In the quarter ended September 30, 2023, the Company transferred its sustainability-linked debt (“Notes”, as described in explanatory note 19) from the subsidiary Natura Cosméticos S.A. to the subsidiary Natura &Co Luxembourg Holdings S.á.r.l. (“Natura &Co Luxembourg”), as part of the rebalancing and reorganization process of the Group's debt initiated when the sale of the previously subsidiary Aesop.

The debt denominated in US dollars was included in a hedge accounting structure, aiming to protect the variability of payments arising from exchange rate and interest rate risks. Considering the transfer made to the subsidiary Natura &Co Luxembourg, whose functional currency is the US dollar, the protected risk was no longer eligible within the hedge accounting structure and, consequently, the Company proceeded with the derecognition of this structure. As a result, the amount of R$4,958,286, previously recognized in the liabilities of the subsidiary Natura Cosméticos S.A., was derecognized and recognized in the subsidiary Natura &Co Luxembourg. Losses recognized in other comprehensive income of R$700,810, before tax effects, were reclassified to the statement of profit and loss for the nine-month period ended September 30, 2023, as a financial expense. Additionally, the derivatives liability position of R$1,380,405 was settled with the corresponding financial institutions in September 2023.

13


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

5.2 Fair value estimate

The Company’s financial assets and liabilities substantially encompass assets and liabilities classified as level 2 in the fair value estimate hierarchy, the assessment of which is based on techniques that use, other than the prices quoted in level 1, other information adopted by the market in a direct (as prices) or indirect (resulting from prices) manner. To measure the fair value, the carrying amount represents an amount that is reasonably near to the fair value, as described below:

(i) the balances of cash and cash equivalents, trade accounts receivables, accounts payable to suppliers and other current liabilities are equivalent to their carrying amounts, mainly due to the short-term maturities of these instruments;
(ii) the balances of the short-term investments: a) measured at amortized cost approximate their fair values as a result of the transactions to be conducted at floating interest rates; and b) measured at fair value through profit or loss based on the rates agreed with the financial institutions considering the agreed rates among the parties, including market information that allows for such calculation;
(iii) except for the real estate receivables certificates, which are measured at fair value due to the designation as fair value hedge accounting, the carrying amounts of borrowing, financing and debentures are measured at their amortized cost and disclosed at fair value, which does not differ materially from the carrying amounts as the agreed interest rates are consistent with current market rates; and
(iv) the fair value of exchange rate derivatives (swap and forwards) is determined based on the future exchange rates at the dates of the balance sheets, with the resulting amount being discounted at present value.

The fair value of the investment in the Fundo Dynamo Beauty Ventures Ltda. (“DBV Fund”), classified at level 3 of the fair value hierarchy is calculated based on information on the net value of the investment in the Fund (NAV) calculated by the Fund’s manager based on valuation assumptions consistent with the accounting practices adopted in Brazil and IFRS, adjusted to reflect the fair value assumptions applicable to the nature of the Company’s investment. The Company’s valuation considers inputs not observable in the model, to reflect the contractual restrictions on this investment for early redemption of the security in the market. The significant unobservable inputs used in the fair value estimate reflect a discount due to the lack of liquidity of the security, which represent the values that the Company determined that market agents would consider for these discounts when defining the investment price.

There was no transfer between measurement levels in the fair value hierarchy during the nine-month period ended September 30, 2023, for these assets and liabilities. Additionally, there were no material effects in the quarter on the fair value of financial assets and liabilities as a result of the increase in price volatility in markets affected by the conflict between Russia and Ukraine, counterparty risk in financial assets or inactivity of markets considered in the valuation.

14


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 


 

Parent

Consolidated

 

September 30, 2023

December 31, 2022

September 30, 2023

December 31, 2022

Cash and bank deposits

997

5,566

1,509,758

2,904,808

Certificate of bank deposits

-

-

773,024

46,864

Repurchase operations (a)

-

-

1,009,698

1,244,041

 

997

5,566

3,292,480

4,195,713


(a) Repurchase operations are short-term investments and with high liquidity. As of September 30, 2023, repurchase operations are remunerated at an average rate of 100.0% of CDI (100.0% of the CDI as of December 31, 2022).

        


 

Parent

Consolidated

 

September 30, 2023

December 31, 2022

September 30, 2023

December 31, 2022

Exclusive Investment fund(a)

10,675

24,264

-

-

Mutual investment funds (b)

-

-

1,854,740

1,228,093

Treasury bills (c)

-

-

316,886

539,450

Government securities (LFT) (d)

-

-

1,283,599

31,415

Dynamo Beauty Ventures Ltd, Fund

-

-

34,543

35,235

Restricted cash

-

-

25,646

1,481

 

10,675

24,264

3,515,414

1,835,674

 

 

 

 

 

Current

10,675

24,264

3,480,871

1,800,439

Non-current

-

-

34,543

35,235


15


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

(a) The Company concentrate most of its investments in an Exclusive Investment Fund, which holds interest in shares of the Essential Investment Fund.

The values of the shares held by the Company are presented under the item “Exclusive Investment Fund” at the Parent Company. The financial statements of the Exclusive Investment Fund, in which the group has exclusive participation (100% of the shares), were consolidated, except for the quotas of the Instituto Natura, and the amounts of its portfolio were segregated by type of investment and classified as cash and short-term investments, based on the accounting practices adopted by the Company. For the purposes of consolidated presentation, the exclusive investment fund balance, as well as the positions of the other subsidiaries are presented according to the financial component.

The balance as of September 30, 2023, related to the “Crer para Ver” line within the exclusive investment fund is R$ 85,242 (R$91,340 as of December 31, 2022).
(b) Mutual investment funds refer to the investments of some subsidiaries of the Company’s located mainly in Argentina, Chile, Colombia, and Mexico.
(c)  As of September 30, 2023, investments in treasury bills are remunerated at an average rate of 111.70% of the CDI (109.69% as of December 31, 2022).
(d) As of September 30, 2023, investments in Government securities (LFT) are remunerated at an average rate of 99.30% of the CDI (100.02% of the CDI as of December 31, 2022).

The breakdown of securities constituting the Essential Investment Fund portfolio, in which the Company holds 100% interest, on September 30, 2023 and December 31, 2022 is as follows:

 

Consolidated

 

September 30, 2023

December 31, 2022

Certificate of bank deposits

-  

2,012

Repurchase operations (cash and cash equivalents)

656,726

937,645

Treasury bills

316,886

539,451

Government securities (LFT)

1,283,599

46,070

 

2,257,211

1,525,178

These amounts are consolidated with the other investments of the same nature in the Company’s consolidated financial information.


16


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

 

Consolidated

 

September 30, 2023

December 31, 2022

Trade accounts receivable

3,779,388

3,933,550

(-) Allowance for expected credit losses

(372,803)

(431,151)

 

3,406,585

3,502,399

Maximum exposure to credit risk on the date of the interim financial statements is the carrying amount of each maturity date range, net of the allowance for expected credit losses. The following table shows trade accounts receivable by exposure to the allowance for expected credit losses as of September 30, 2023 and December 31, 2022:

 

Consolidated

 

September 30, 2023

December 31, 2022

 

Trade accounts receivable

Allowance for expected credit losses

Trade accounts receivable

Allowance for expected credit losses

Current

2,918,871

(108,977)

2,814,843

(94,148)

Past due:

 

 

 

 

  Up to 31 days

397,661

(44,959)

621,711

(59,764)

  From 31 to 60 days

117,577

(40,924)

142,507

(53,609)

  From 61 to 90 days

82,884

(38,978)

106,124

(48,851)

  From 91 to 180 days

262,395

(138,965)

248,365

(174,779)

 

3,779,388

(372,803)

3,933,550

(431,151)

The changes in the allowance for expected credit losses for the nine-month periods ended September 30, 2023 and 2022 are as follows:

 

Consolidated

Balance as of December 31, 2021

(453,981)

  Additions, net of reversals

   (465,391)

  Write-offs (a)

     456,947

  Translation adjustment

       33,441

Balance as of September 30, 2022

 (428,984)

 

 

Balance as of December 31, 2022

(431,151)

  Transfer to non-current assets held for sale

1,661

  Additions, net of reversals

(460,607)

  Write-offs (a)

504,235

  Translation adjustment

13,059

Balance as of September 30, 2023

(372,803)

a) Refers to accounts overdue for more than 180 days, which are written off when the Company has no expectation of recovering the trade accounts receivable and sale of customer portfolios.


17


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

 

Consolidated

 

September 30, 2023

December 31, 2022

Finished products

3,499,052

3,634,068

Raw materials and packaging

1,068,119

1,159,507

Auxiliary materials

260,914

146,409

Products in progress

61,545

68,849

(-) Allowance for inventory losses

(526,732)

(491,959)

 

4,362,898

4,516,874

The changes in the allowance for inventory losses for the nine-month periods ended September 30, 2023 and 2022 are as follows: 

 

Consolidated

Balance as of December 31, 2021

(615,945)

  Additions, net of reversals (a)

         (303,801)

  Write-offs (b)

    244,780

  Translation adjustment

       66,846

Balance as of September 30, 2022

   (608,120)

 

 

Balance as of December 31, 2022

(491,959)

  Transfer to non-current assets held for sale

4,400

  Additions, net of reversals (a)

(299,516)

  Write-offs (b)

230,146

  Translation adjustment

30,197

Balance as of September 30, 2023

(526,732)

a) This refers to the recognition of net allowance for losses due to discontinuation, expiration and quality, to cover expected losses on the realization of inventories, pursuant to the policy of the Company.
b) This consists of write-offs of products for which there is already an allowance for losses, where the Company has no expectation of sales/realization.


18


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

 

Consolidated

 

September 30, 2023

December 31, 2022

ICMS on purchase of goods (a)

664,666

704,018

Taxes on purchase of goods – foreign subsidiaries

227,545

245,955

ICMS on purchases of property, plant and equipment

13,887

14,365

PIS and COFINS on purchase of property, plant and equipment and purchase of goods (b)

831,661

950,307

Withholding PIS, COFINS and CSLL

1,671

1,671

Tax on Manufactured Goods - IPI (c)

169,096

152,686

Other

184,974

199,276

 

2,093,500

2,268,278

 

 

 

Current

1,212,613

911,410

Non-current

880,887

1,356,868


a) Tax credits related to the tax on the circulation of goods, interstate and inter-municipal transport and communication services (ICMS) were generated mainly by purchases, whose tax rate is higher than the average of sales. The Company expects to realize these credits during the ordinary course of business through offsetting with sales operations in the domestic market.
b) The accumulated tax credits of PIS and COFINS basically arise from credits on purchases of raw materials used in the production and from purchase of property, plant and equipment, as well as credits arising out of the exclusion of ICMS from the calculation basis of the PIS/COFINS. The realization of these credits normally occurs through offsetting with sales operations in the domestic market.
c) The balance will be used to offset IPI (Taxes over industrialized products) payable in future operations of the Company.

 

19


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

The effective rate calculated by the company in the nine-month period ended September 30, 2023 was 37.23%. This percentage is based on pre-tax loss of R$2,096,651 and income tax benefit of R$780,559. The main components that cause the effective rate to deviate from the nominal income tax rate of 34% are mainly permanent tax benefits such as investment subsidies and other incentives, as well as the impact of tax losses carryforward benefit in certain jurisdictions.

These benefits are offset by the mix of results before taxes by country, tax losses carryforward that could not be benefited, differences in nominal rates of subsidiaries abroad and other permanent tax effects in local jurisdictions that increase the respective tax obligations.

The effective rate calculated by the Company for the nine-month period ended September 30, 2022, was negative 5.05%. This percentage is based on pre-tax loss of R$1,728,794 and income tax revenue of R$87,357. The main components that cause the effective rate to distance itself from the nominal income tax rate of 34% are the different yields by country, tax losses from certain jurisdictions that cannot benefit from deferred income tax assets, related permanent effects to withholding income tax arising from transactions between group companies that cannot be benefited or offset by tax losses and credits in certain jurisdictions that can be benefited and permanent net favorable items, including investment subsidies and other incentives.

Changes in deferred income tax and social contribution asset and liability for the nine-month periods ended September 30, 2023 and 2022, are as follows:

 

Parent

Consolidated

 

Assets

Assets

Liabilities

Balance as of December 31, 2021

-

2,954,074

(994,041)

  Effect on income statement

-

636,336

(59,831)

  Transfer between deferred income tax and social contribution liabilities and assets

-

16,486

(16,486)

  Reserve for grant of options and restricted shares

-

6,076

-

  Other comprehensive income impact

-

315,188

-

  Translation adjustment

-

(223,272)

175,114

Balance as of September 30, 2022

-

3,704,888

(895,244)

 

 

 

 

Balance as of December 31, 2022

150,167

3,519,515

(934,414)

  Effect on income statement

4,373

(658,807)

(2,290,640)

  Transfer between deferred income tax and social contribution liabilities and assets

-  

16,378

(16,378)

  Reclassification of contingency to deferred liability

-  

-  

(52,004)

  Creation of tax credits on a universal basis

-  

20,213

-  

  Write-off of discontinued operation

-  

(155,309)

24,933

  Reserve for grant of options and restricted shares

(11,774)

(55,887)

2,485

  Other comprehensive income impact

-  

5,218

-

  Translation adjustment

-  

(14,036)

21,603

Balance as of September 30, 2023

142,766

2,677,285

(3,244,415)

The Company considered the effective tax rate projections including the effects of continued and discontinued operations when determining the tax effects applicable to the nine-month period ended September 30, 2023.

Management monitors the performance of all its entities and evaluates whether deferred income tax assets can be realized from four sources of use: potential tax loss offset, reversal of taxable temporary differences, tax planning opportunities (which can include corporate movements) and projection of future taxable profits. The Company does not have a record of deferred income tax assets that cannot be supported by one or more of these sources of realization.

 

20


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

12.  JUDICIAL DEPOSITS
   

Judicial deposits represent restricted assets of the Company and are related to the amounts deposited and held in court until the resolution of the disputes to which they are related. The judicial deposits held by the Company as of September 30, 2023 and December 31, 2022 are as follows:

 

 

Consolidated

 

September 30, 2023

December 31, 2022

Unaccrued tax proceedings(a)

249,628

274,273

Accrued tax proceedings (b)

127,579

150,929

Unaccrued civil proceedings

5,496

5,783

Accrued civil proceedings

1,439

1,470

Unaccrued labor proceedings

8,080

11,014

Accrued labor proceedings

8,937

14,081

Total judicial deposits

401,159

457,550


a) The tax proceedings related to these judicial deposits refer, substantially, to ICMS-ST.
b) The tax proceedings related to these judicial deposits refer, substantially, to the sum of the amounts highlighted in Note 22, and the amounts provisioned according to Note 21.

     

 Changes in judicial deposits balances for the nine-month periods ended September 30, 2023 and 2022 are as follows:


 

Consolidated

Balance as of December 31, 2021

585,284

   New deposits

               18,867

   Redemptions

           (82,405)

   Inflation adjustment and interests

               26,846

   Payments / Utilization

           (70,637)

   Translation adjustment

            (2,498)

Balance as of September 30, 2022

             475,458

 

 

Balance as of December 31, 2022

457,550

   New deposits

11,501

   Redemptions

(35,143)

   Inflation adjustment and interests

20,510

   Payments / Utilization

(52,486)

   Translation adjustment

(773)

Balance as of September 30, 2023

401,159

In addition to judicial deposits, the Company has contracted insurance policies and guarantee letters for certain lawsuits.

 

21


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

13. NON-CURRENT ASSETS HELD FOR SALE

The changes in the balance for the nine-month periods ended September 30, 2023 and 2022 are as follows:

 

Consolidated

Balance as of December 31, 2021

52,921

  Transfers of fixed assets, other assets and liabilities

16,080

  Impairment (c)

(12,510)

  Translation adjustment

(4,983)

Balance as of September 30, 2022

51,508

 

 

Balance as of December 31, 2022

51

  Transfers of assets of the previously subsidiary Aesop (a)

2,492,471

  Other transfers (b)

555,682

  Impairment (c)

(56,179)

  Write-offs by disposal (d)

(2,529,955)

  Translation adjustment

(5,365)

Balance as of September 30, 2023

456,705

 

a) These transfers include the value of the assets of Aesop, previously subsidiary of the Company and whose sale was assessed as highly probable in the quarter ended March 31, 2023. The interest in Aesop was subsequently disposed during the quarter ended on September 30, 2023.
b)  The other transfers include certain properties of the subsidiary Avon, located in the United States, Chile and Brazil.
c) Reflect the recognition of loss due to impairment of properties of the subsidiary Avon, located in the United States, Chile and Brazil, transferred to non-current assets held for sale and being tested for impairment purposes upon transfer and consequent measurement to the lower of fair value fewer selling costs and previous book value.
d)  The write-offs due to disposal presented in the movement include the value of the assets of the previously subsidiary Aesop written off upon sale to L'Oreal, on August 30, 2023. Also among the write-offs are the sale of an asset of the subsidiary Avon in Chile, amounting to R$37,484.

Further details about the sale operation of the subsidiary Aesop, as well as the results of discontinued operations for the nine-month periods ending September 30, 2023 and 2022 are presented in explanatory note no. 36.

 

22


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

        

 

Parent

Consolidated

 

September 30, 2023

December 31, 2022

September 30, 2023

December 31, 2022

Marketing and advertising advances

-

-

48,148

43,509

Supplier advances

1,522

1,357

285,470

290,205

Employee advances

73

-

24,198

20,267

Rent advances and guarantee deposit (a)

-

-

84,550

160,437

Advance insurance expenses

-

11,456

94,185

124,293

Overfunded pension plan (b)

-

-

690,328

694,527

Customs broker advances - Import taxes

-

-

33,488

38,398

Sublease receivables (c)

-

-

203,019

262,108

Carbon credits

-

-

16,179

14,297

Receivables from service providers (d)

-

-

140,796

110,214

Other

              2,126

749

  208,495

257,566

 

3,721

13,562

1,828,856

2,015,821

 

 

 

 

 

Current

3,721

13,562

926,028

763,384

Non-current

                   -  

-

902,828

1,252,437


(a) Mainly related to: (i) advances for lease agreements that were not included in the initial measurement of lease liabilities / right-of-use of the subsidiary The Body Shop, in accordance with the exemptions of IFRS 16 / CPC 06(R2); and (ii) security deposits for the rental of certain stores of the subsidiary The Body Shop which will be returned by the landlord at the end of the lease agreements.
(b) Pension plan arising from the acquisition of subsidiary Avon.
(c) Refers to the sublease receivable from the New York office owned by the subsidiary Avon.
(d) Refers to receivables mainly arising from damage that occurred with carriers and insurance companies.


23


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

15. INVESTMENTS


 

Parent

 

September 30, 2023

December 31, 2022

Investments in subsidiaries, net of losses

28,113,555

22,215,420

Information and changes in the balances for the nine-month periods ended September 30, 2023 and 2022 are as follows:

 

September 30, 2023

 

Natura Cosméticos S.A. (a)

Avon Products, Inc.

Natura &Co International S.à.r.l.

Total

Percentage of interest

100.00%

100.00%

100.00%

 

Shareholders’ equity of the subsidiaries (unsecured liabilities)

13,643,155

(7,513,429)

5,960,831

12,090,557

Shareholders’ equity interest (unsecured liabilities)

13,643,155

(7,513,429)

5,960,831

12,090,557

Fair value adjustment of acquired assets and liabilities

-

3,589,614

-

3,589,614

Tax benefit from income tax of subsidiaries (b)

-

357,327

-

357,327

Goodwill

-

12,076,057

-

12,076,057

Total

13,643,155

8,509,569

5,960,831

28,113,555

Net income (loss) for the period of subsidiaries

7,466,145

(2,100,152)

330,946

5,696,939

 

 

 

 

 

Balances as of December 31, 2022

5,992,009

10,500,599

5,722,812

22,215,420

Share of profit (loss) of equity investees

7,466,145

(2,100,152)

330,946

5,696,939

Translation adjustment

(509,798)

(33,658)

(242,928)

(786,384) 

Capital increase

-

158,377

150,000

308,377

Effect of hyperinflationary economy adjustment

322,716

(42,483)

-

280,233  

Contribution by the controlling company for purchase option plans granted to executive officers of the subsidiaries and other reserves net of tax effects

30,546

34,830

-

65,376

Hedge accounting impacts, net of tax effects

492,106

(7,944)

-

484,162

Distribution of dividends

(150,000)

-

-

(150,000)

Other impacts

(569)

-

1

(568)

Balance as of September 30, 2023

13,643,155

8,509,569

5,960,831

28,113,555












(a) The investment balance in the direct subsidiary Natura Cosméticos S.A. includes goodwill arising from the acquisitions of the indirect subsidiaries The Body Shop R$ 1,689,388 (R$1,572,769 as of September 30, 2022) and Aesop (R$ 121,830 as of September 30, 2022), according to note 17. 
(b)

Refers to a tax benefit provided for in the United Kingdom where entities with taxable income can use credits from companies with tax losses if they are part of the same economic group and are in the same jurisdiction. This credit originated in the business combination of Avon and is expected to be realized from the operations in the United Kingdom.


 

24


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 


 

September 30, 2022

 

Natura Cosméticos S.,A.(a)

Avon Products, Inc.

Natura &Co International S.à.r.l.

Total

Percentage of interest

100.00%

100.00%

100.00%

 

Shareholders’ equity of the subsidiaries (unsecured liabilities)

5,571,165

(5,482,440)

5,754,654

5,843,379

Shareholders’ equity interest (unsecured liabilities)

5,571,165

(5,482,440)

5,754,654

5,843,379

Fair value adjustment of acquired assets and liabilities

-

4,088,089

-

4,088,089

Tax benefit from income tax of subsidiaries (b)

-

266,124

-

266,124

Goodwill

-

12,716,893

-

12,716,893

Total

5,571,165

11,588,666

5,754,654

22,914,485

Net income (loss) for the period of subsidiaries

(39,895)

(1,634,957)

17,392

(1,657,460)

 

 

 

 

 

Balances as of December 31, 2021

           7,816,896

14,034,994

6,429,288

28,281,178

Share of profit (loss) of equity investees

(39,895)

(1,634,957)

17,392

(1,657,460)

Translation adjustment

(1,736,126)

(602,216)

(697,348)

(3,035,690)

Effect of hyperinflationary economy

77,541

(106,070)

-

(28,529)

Contribution by the controlling company for purchase option plans granted to executive officers of the subsidiaries and other reserves net of tax effects

65,258

25,186

-

90,444

Hedge accounting impacts, net of tax effects

(612,509)

(1,390)

5,322

(608,577)

Write-off of the tax benefit arising from the calculation of income tax from subsidiaries

-

(126,881)

-

(126,881)

Balance as of September 30, 2022

5,571,165

11,588,666

5,754,654

22,914,485


25


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 


 

Consolidated

 

Useful life range (in years)

December 31, 2022

Additions

Write-offs

Transfers

Transfer to asset held for sale

Translation adjustment

September 30, 2023

Cost:

 

 

 

 

 

 

 

 

Vehicles

2 to 5

74,362

5,202

(6,449)

11,046

76

(11,286)

72,951

Tooling

3

204,177

  - 

  - 

6,871

  - 

159

211,207

Tools and accessories

3 to 20

175,452

7,206

(95)

4,786

  - 

(4,190)

183,159

Facilities

3 to 60

307,448

2,035

(1,096)

8,041

(166)

(916)

315,346

Machinery and accessories

3 to 15

2,272,136

6,101

(35,811)

125,562

(25,065)

(38,746)

2,304,177

Leasehold improvements

2 to 20

1,128,086

29,816

(65,582)

9,149

(696,954)

(21,645)

382,870

Buildings

14 to 60

1,916,939

13,254

(10,038)

(4,275)

(582,033)

(42,875)

1,290,972

Furniture and fixtures

2 to 25

674,062

26,651

(67,212)

5,856

(93,440)

(23,626)

522,291

Land

-

645,657

693

(633)

  - 

(267,425)

(7,269)

371,023

IT equipment

3 to 15

627,770

4,849

(102,916)

13,237

(52,223)

(21,053)

469,664

Other assets

-

26,230

  - 

(12)

  - 

  - 

(490)

25,728

Projects in progress

-

580,627

285,409

(24,414)

(200,735)

(38,819)

(23,766)

578,302

Total cost

 

8,632,946

381,216

(314,258)

(20,462)

(1,756,049)

(195,703)

6,727,690

 

 

 

 

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

 

 

 

 

Vehicles

 

(38,070)

(4,151)

5,089

  - 

(24)

3,735

(33,421)

Tooling

 

(179,485)

(9,520)

  - 

  - 

  - 

2,790

(186,215)

Tools and accessories

 

(135,440)

(15,487)

2

(12)

  - 

3,472

(147,465)

Facilities

 

(201,307)

(16,821)

1,088

(1,364)

166

11,359

(206,879)

Machinery and accessories

 

(1,118,339)

(169,238)

31,299

(513)

17,185

38,633

(1,200,973)

Leasehold improvements

 

(626,431)

(56,289)

63,062

(133)

464,551

21,478

(133,762)

Buildings

 

(455,402)

(97,034)

9,750

20

301,177

12,626

(228,863)

Furniture and fixtures

 

(408,832)

(64,907)

66,087

  - 

62,651

19,601

(325,400)

IT equipment

 

(475,668)

(54,962)

102,220

1,585

31,284

15,753

(379,788)

Other assets

 

(27,822)

(411)

  - 

83

  - 

2,423

(25,727)

Total depreciation

 

(3,666,796)

(488,820)

278,597

(334)

876,990

131,870

(2,868,493)

Net total

 

4,966,150

(107,604)

(35,661)

(20,796)

(879,059)

(63,833)

3,859,197

 

26


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

 

Consolidated

 

Useful life range (in years)

December 31, 2021

Additions

Write-offs

Transfers

Translation adjustment

September 30, 2022

Cost:

 

 

 

 

 

 

 

Vehicles

2 to 5

38,902

1

(9,211)

10,396

(550)

39,538

Tooling

3

191,840

  - 

(2,124)

1,066

(222)

190,560

Tools and accessories

3 to 20

110,998

11,282

(1,983)

3,134

(33,640)

89,791

Facilities

3 to 60

303,452

60

(2,232)

3,937

(8,540)

296,677

Machinery and accessories

3 to 15

1,959,943

21,685

(40,212)

76,170

(157,334)

1,860,252

Leasehold improvements

2 to 20

1,128,504

28,830

(37,978)

59,719

(129,079)

1,049,996

Buildings

14 to 60

1,982,245

6,708

(349)

(30,964)

(113,712)

1,843,928

Furniture and fixtures

2 to 25

660,126

44,767

(38,794)

20,385

(68,511)

617,973

Land

-

628,373

  - 

  - 

10,095

(14,063)

624,405

IT equipment

3 to 15

634,580

17,614

(74,862)

(54,738)

(80,538)

442,056

Other assets

-

31,636

  - 

(532)

  - 

4,958

36,062

Projects in progress

-

561,488

339,250

(2,107)

(328,323)

(64,876)

505,432

Total cost

 

8,232,087

470,197

(210,384)

(229,123)

(666,107)

7,596,670

 

 

 

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

 

 

 

Vehicles

 

(9,457)

(8,591)

8,397

(18)

5,131

(4,538)

Tooling

 

(174,164)

(5,622)

2,124

-

143

(177,519)

Tools and accessories

 

(65,740)

(11,026)

129,793

-

(105,050)

(52,023)

Facilities

 

(183,420)

(13,410)

1,866

276

4,606

(190,082)

Machinery and accessories

 

(728,408)

(130,678)

33,902

(2,217)

96,759

(730,642)

Leasehold improvements

 

(602,622)

(98,151)

34,548

566

68,719

(596,940)

Buildings

 

(298,327)

(58,179)

195

13,160

55,462

(287,689)

Furniture and fixtures

 

(369,610)

(64,345)

32,663

2,245

33,331

(365,716)

IT equipment

 

(392,095)

(69,409)

76,041

67,761

59,969

(257,733)

Other assets

 

(30,836)

(1,729)

535

-

1,287

(30,743)

Total depreciation

 

(2,854,679)

(461,140)

320,064

81,773

220,357

(2,693,625)

Net total

 

5,377,408

9,057

109,680

(147,350)

(445,750)

4,903,045

 

27


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 


 

Consolidated

 

Useful life range (in years)

December 31, 2022

Additions

Write-offs

Transfers

Transfer to asset held for sale

Translation adjustment

September   30, 2023

Cost:

 

 

 

 

 

 

 

 

Software

2.5 to 10

2,949,813

92,571

(467,843)

181,912

(96,956)

(55,859)

2,603,638

Trademarks and patents (defined useful life)

20 to 25

813,204

-

-

-

(139,869)

(27,026)

646,309

Trademarks and patents (indefinite useful life)

-

4,818,030

-

-

-

-

32,834

4,850,864

Goodwill Avon

-

12,307,865

-

-

-

-

(231,808)

12,076,057

Goodwill Emeis Brazil Pty Ltd.

-

124,315

-

-

-

(124,315)

-

-  

Goodwill The Body Shop

-

1,645,527

7

-

-

-

43,854

1,689,388

Goodwill acquisition of The Body Shop stores

-

1,456

-

-

-

-

-

1,456

Goodwill acquisition of Singu stores

-

-

52,049

-

-

-

-

52,049

Relationship with retail clients

10

2,583

-

-

-

(2,255)

(8)

320

Key money (indefinite useful life)

-

22,313

-

-

-

-

(723)

21,590

Key money (defined useful life)

3 to 18

7,828

383

(2,144)

(378)

-

877

6,566

Relationship with franchisees and sub franchisees and sales representatives

14 to 15

2,676,563

-

(14,892)

372

-

(110,957)

2,551,086

Technology developed (by acquired subsidiary)

-

1,457,039

-

-

-

-

(58,670)

1,398,369

Other intangible assets and intangible under development

-

133,403

162,046

(5,563)

(161,546)

(9,797)

(2,656)

115,887

Total cost

 

26,959,939

307,056

(490,442)

20,360

(373,192)

(410,142)

26,013,579

 

 

 

 

 

 

 

 

 

Accumulated amortization:

 

 

 

 

 

 

 

 

Software

 

(1,720,169)

(306,116)

467,346

436

75,818

8,576

(1,474,109)

Trademarks and patents

 

(169,620)

(23,992)

-

-

45,298

22,890

(125,424)

Key money

 

(10,103)

-

2,114

-

-

1,423

(6,566)

Relationship with retail clients

 

(2,968)

-

-

-

2,255

393

(320)

Relationship with franchisees and sub franchisees

 

(918,994)

(184,219)

14,892

-

-

31,590

(1,056,731)

Technology developed

 

(874,225)

(209,806)

-

-

-

35,253

(1,048,778)

Other intangible assets

 

(2,890)

(2,661)

2,175

-

9,797

(10,926)

(4,505)

Total accrued amortization

 

(3,698,969)

(726,794)

486,527

436

133,168

89,199

(3,716,433)

Net total

 

23,260,970

(419,738)

(3,915)

20,796

(240,024)

(320,943)

22,297,146

 

28


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 


Consolidated

 

Useful life range (in years)

December 31, 2021

Additions

Write-offs

Transfers

Translation adjustment

September 30, 2022

Cost:

 

 

 

 

 

 

 

Software

2.5 to 10

2,492,616

99,001

(28,661)

419,249

(251,501)

2,730,704

Trademarks and patents (defined useful life)

20 to 25

889,834

-

-

-

(140,495)

749,339

Trademarks and patents (indefinite useful life)

-

5,888,623

-

(43)

-

(1,202,292)

4,686,288

Goodwill Avon

-

13,381,191

-

-

-

(652,446)

12,728,745

Goodwill Emeis Brazil Pty Ltd.

-

143,180

-

-

-

(21,350)

121,830

Goodwill The Body Shop

-

2,063,672

-

-

-

(490,903)

1,572,769

Goodwill acquisition of The Body Shop stores

-

1,456

-

(290)

-

-

1,166

Relationship with retail clients

10

2,880

-

-

-

(319)

2,561

Key money (indefinite useful life)

-

24,985

-

(123)

-

(2,949)

21,913

Key money (defined useful life)

3 to 18

14,363

-

(4,655)

-

(2,442)

7,266

Relationship with franchisees and sub franchisees and sales representatives

14 to 15

2,990,558

-

-

-

(315,726)

2,674,832

Technology developed (by acquired subsidiary)

-

1,580,808

-

-

-

(257,738)

1,323,070

Other intangible assets and intangible under development

-

277,776

128,220

(1)

(220,871)

(16,899)

168,225

Total cost

 

29,751,942

227,221

(33,773)

198,378

(3,355,060)

26,788,708

 

 

 

 

 

 

 

 

Accumulated amortization:

 

 

 

 

 

 

 

Software

 

(1,369,767)

(301,773)

27,290

(64,504)

170,022

(1,538,732)

Trademarks and patents

 

(143,186)

(27,745)

-

-

20,315

(150,616)

Relationship with retail clients

 

(3,218)

(43)

-

-

314

(2,947)

Key money

 

(16,517)

-

4,581

-

2,466

(9,470)

Relationship with franchisees and sub franchisees

 

(729,049)

(198,896)

-

-

80,449

(847,496)

Technology developed

 

(632,326)

(205,118)

-

-

109,754

(727,690)

Other intangible assets

 

(296)

(2,038)

-

(48)

442

(1,940)

Total accrued amortization

 

(2,894,359)

(735,613)

31,871

(64,552)

383,762

(3,278,891)

Net total

 

26,857,583

(508,392)

(1,902)

133,826

(2,971,298)

23,509,817

 

29


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

During the nine-month period ended September 30, 2023, the slower economic recovery observed in the Company's retail operations resulting, among others, from a retraction in the sector's economic prospects affected significant assumptions used in the goodwill recoverability test for future profitability of the Group of Cash Generating Units (CGUs) associated with the operation of the subsidiary The Body Shop. In response to changes in these assumptions on which the recoverability of goodwill due to future profitability is more sensitive, the Company's management recalculated the recoverable value of the respective group of CGUs. The recoverable amount was determined based on value in use calculations, consistent with the methods used on December 31, 2022, disclosed in note 17 of the financial statements on that date.

As a result of this assessment, the need to recognize losses due to impairment of goodwill or other assets belonging to the group of CGUs as of September 30, 2023 was not identified. We will continue to monitor potential indications of impairment of goodwill, as well as factors that impact the significant assumptions used in the goodwill recoverability test based on future profitability, given that changes in such assumptions may have a significant effect in relation to the recoverability of goodwill.

a)  Right-of-use

 

Consolidated

 

Useful life in Years (a)

December 31, 2022

Additions

Write-offs

Transfer to asset held for sale (b)

Translation adjustment

September 30, 2023

Cost:

 

 

 

 

 

 

 

Vehicles

3

164,661

42,143

(84,887)

-

(12,318)

109,599

Machinery and equipment

3 to 10

31,216

10,501

(1,536)

-

(4,596)

35,585

Buildings

3 to 10

1,570,088

167,935

(101,589)

-

(29,884)

1,606,550

IT equipment

10

29,052

2,259

(7,940)

-

(2,431)

20,940

Retail stores

3 to 10

3,361,432

242,298

(229,125)

(1,388,973)

(81,351)

1,904,281

Software

3 to 4

13,527

5,566

-

-

47

19,140

Tools and accessories

3

498

14

(216)

-

(9)

287

Total cost

 

5,170,474

470,716

(425,293)

(1,388,973)

(130,542)

3,696,382

 

 

 

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

 

 

 

Vehicles

 

(105,457)

(31,682)

82,536

-

13,264

(41,339)

Machinery and equipment

 

(13,787)

(7,661)

1,377

-

4,298

(15,773)

Buildings

 

(556,655)

(182,323)

69,241

-

(3,722)

(673,459)

IT equipment

 

(23,957)

(3,839)

7,940

-

1,992

(17,864)

Retail stores

 

(1,525,308)

(285,042)

229,125

563,908

50,369

(966,948)

Software

 

(3,121)

(4,235)

-

-

(50)

(7,406)

Tools and accessories

 

(302)

(124)

216

-

18

(192)

Total accrued depreciation

 

(2,228,587)

(514,906)

390,435

563,908

66,169

(1,722,981)

Net total

 

2,941,887

(44,190)

(34,858)

(825,065)

(64,373)

1,973,401

 

30


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

 

Consolidated

 

Useful life in Years (a)

December 31, 2021

Additions

Write-offs

Translation adjustment

September

30, 2022

Cost:

 

 

 

 

 

 

Vehicles

3

168,062

22,238

(21,436)

(11,886)

156,978

Machinery and equipment

3 to 10

33,629

5,555

(8,837)

(5,706)

24,641

Buildings

3 to 10

1,543,018

289,038

(143,757)

(117,794)

1,570,505

IT equipment

10

31,803

1,127

(3,970)

(1,305)

27,655

Retail stores

3 to 10

3,417,595

596,811

(281,434)

(451,952)

3,281,020

Tools and accessories

3

1,053

-

(396)

(182)

475

Total cost

 

5,195,160

914,769

(459,830)

(588,825)

5,061,274

  

 

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

 

 

Vehicles

 

(91,509)

(32,731)

20,358

8,376

(95,506)

Machinery and equipment

 

(17,133)

(6,740)

8,837

2,946

(12,090)

Buildings

 

(507,045)

(221,164)

115,629

66,635

(545,945)

IT equipment

 

(24,410)

(5,024)

3,968

3,016

(22,450)

Retail stores

 

(1,458,512)

(438,675)

278,640

221,569

(1,396,978)

Tools and accessories

 

(582)

(167)

396

107

(246)

Total accrued depreciation

 

(2,099,191)

(704,501)

427,828

302,649

(2,073,215)

Net total

 

3,095,969

210,268

(32,002)

(286,176)

2,988,059

 

a)

The useful lives applied refer to the term of the contracts in which the Company is sure that it will use the assets underlying the lease contracts according to the contractual terms.

b)

Refers to key money related to store rentals. This amount is transferred from “right of use” to "intangible assets” when a new commercial agreement with the lessor is not yet signed.

c)

Retail stores write-offs are associated with the transformation plan of the subsidiary The Body Shop, as mentioned in Note 28.

 

 

Consolidated

 

September 30, 2023

September 30, 2022

Amounts recognized in the statement of income for the nine-month periods ended September 30, 2023 and 2022:

 

 

  Financial expense on lease

121,065

119,194

  Amortization of right of use

514,906

657,250

  Appropriation in the result of variable lease installments not included in the measurement of lease liabilities

8,652

45,524

  Sublease revenue

(15,583)

(31,304)

  Short-term lease expenses and low-value assets

30,303

59,143

  Benefits granted by lessor related to Covid-19

(635)

(13,641)

Adjustment to recoverable value of right-of-use assets - impairment

-

(15,427)

  Other lease-related expenses

4,214

-

Total

662,922

820,739

 

 

 

Amounts recognized in the financing activities in the cash flow statement:

 

 

  Lease payments (principal)

553,864

767,097

Amounts recognized in the operating activities in the cash flow statement:

 

 

  Lease payments (interest)

120,692

85,994

  Variable lease payments, not included in the measurement of lease    liabilities

13,384

33,730

  Short-term and low-value assets lease payments

26,008

48,756

  Other lease-related payments

28,425

56,029

Total

742,373

991,606

31


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

b)  Lease liability

 

Consolidated

 

September 30, 2023

December 31, 2022

  Current

628,546

878,448

  Non-current

1,497,943

2,392,289

Total

2,126,489

3,270,737

Below are the changes in lease liability balances for the nine-month periods ended September 30, 2023 and 2022:


 

Consolidated

Balance as of December 31, 2021

3,547,862

  New contracts and modifications

882,521

  Payments (principal)

(820,859)

  Payments (interest)

(85,994)

  Appropriation of financial charges

143,205

  Write-offs (a)

(1,054)

  Translation adjustment

(370,953)

Balance as of September 30, 2022

3,294,728

 

 

Balance as of December 31, 2022

3,270,737

  Transfer to held for sale

(891,098)

  New contracts and modifications

460,470

  Payments (principal)

(553,864)

  Payments (interest)

(120,692)

  Appropriation of financial charges

121,065

  Write-offs (a)

(48,501)

  Translation adjustment

(111,628)

Balance as of September 30, 2023

2,126,489

 

 

a)  Mainly related to termination of agreements related to lease of stores.

The amount of lease liability payments, including interest payments due to maturity, is as follows:

 

Consolidated

 

September 30, 2023

December 31, 2022

Less than a year

777,930

1,070,253

One to five years

1,337,921

2,019,723

More than five years

498,376

856,402

Total expected cash flow

2,614,227

3,946,378

Interest to be incurred

(487,738)

(675,641)

Total balance

2,126,489

3,270,737

 

32


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 



Ref,

Consolidated

 

September 30, 2023

December 31, 2022

Local currency:

 

 

 

Financing Agency for Studies and Projects FINEP

 

3,546

16,979

Debentures

A

1,890,179

1,913,204

Commercial Notes

B

501,240

519,044

Working capital – Avon

 

-

113,664

Working Capital - Natura &Co Luxembourg

 

-

1,304,425

Notes – Avon (1)

 

132,668

1,421,272

Notes – Luxembourg

C and D

3,658,311

3,130,732

Working Capital

 

24,959

-

Total in local currency

 

6,210,903

8,419,320

 

 

 

 

Foreign currency:

 

 

 

  Representative debt securities (“Notes”)

 

-

5,172,966

  Total in foreign currency

 

-

5,172,966

Grand total

 

6,210,903

13,592,286

 

 

 

 

Current

 

141,128

331,151

Non-current

 

6,069,775

13,261,135

 

 

 

 

Debentures

 

 

 

  Current

 

68,189

77,601

  Non-current

 

1,852,699

1,835,603

(1)   Balances recognized at fair value in the business combination with subsidiary Avon and subsequently measured at amortized cost.

Reference

Currency

Maturity

Charges

Effective interest rate

Guarantees

A

Brazillian Real

July 2027 to September 2032

CDI + 1.65%; CDI + 0.8%; IPCA + 6.8% and IPCA + 6.9% with bi-annual payments

CDI+1.65%, CDI+0.8%, CDI+1.34% e CDI+1.60%

Guarantee of Natura &Co Holding S.A.

B

Brazilian Real

September 2025

CDI interest + 1.55% with bi-annual payments

CDI+1.55%

Guarantee of Natura &Co Holding S.A.

C

US Dollar

April 2029

6.00% year with bi-annual payments

6.125% per year

Guarantee of Natura &Co Holding S.A. and Natura Cosméticos S.A.

D

US Dollar

May 2028

4.125% year with bi-annual payments

4.125% per year

Guarantee of Natura &Co Holding S.A. and Natura Cosméticos S.A.

 

33


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

Changes in the balances of borrowing, financing and debentures for the nine-month periods ended September 30, 2023 and 2022 are as follows:

 

 

Consolidated

Balance as of December 31, 2021

12,716,832

  New borrowing and financing

6,051,116

  Amortizations

(4,591,262)

  Appropriation of financial charges and funding costs

532,028

  Financial charges payment

(573,042)

  Exchange rate variation

(207,821)

  Translation adjustment

(219,841)

Balance as of September 30, 2022

13,708,010

 

 

Balance as of December 31, 2022

13,592,286

  New borrowing and financing (a)

1,506,701

  Amortizations (b)

(8,185,865)

  Reversal of fair value recognized in business combinations

(206,228)

  Appropriation of financial charges and funding costs

773,906

  Financial charges payment

(997,443)

  Exchange rate variation

(336,884)

  Translation adjustment

64,430

Balance as of September 30, 2023

6,210,903


a)

The movement that occurred in 2023 is mainly due to the revolving credit line obtained by the subsidiary Natura &Co Luxembourg during the second quarter of 2023.

b)

The movement in amortizations in 2023 is substantially due to the debt rebalancing process initiated in the third quarter, where the Company carried out and settled (i) an offer to the holders of securities representing Avon's debt to repurchase approximately 90 % of securities issued for R$1,156,743 (comprising R$934,742 of principal, R$193,086 of premium and R$28,915 of accrued interest); and (ii) offer to holders of debt securities of Natura &Co Luxembourg (maturing in 2028 and 2029) to repurchase approximately 55% of the securities issued for R$ 4,142,906 (comprising R$ 4,049,329 of principal, R$5,800 premium and R$87,778 accrued interest).


Other amortizations in the period also include the payment of working capital debt amounts at Natura &Co Luxembourg of R$ 2,402,790 (of which R$ 1,283,025 refer to the settlement of the open position in the credit line revolving loan and R$1,119,764 of working capital debt (“Club Loan”).

 

The maturities of the non-current portion of borrowing, financing and debentures liabilities are as follows:

 

Consolidated

 

September 30, 2023

December 31, 2022

2025

601,924

-

2026

-

1,763,902

2027 onwards

5,467,851

11,497,233

Total

6,069,775

13,261,135

 

34


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

19.1      Covenants

As of September 30, 2023 and December 31, 2022, the Company and its subsidiaries no longer has the obligation to calculate and disclose restrictive clauses (covenants), which establish the maintenance of minimum financial indicators resulting from the quotient of dividing the net debt of treasury by the EBITDA of the last 12 months, based on the maturity and early settlement of the 9th and 10th series of debentures in December 2022. 

The Company also has covenants related to non-financial indicators according to each Contract. The Company is in compliance with such covenants as of September 30, 2023 and December 31, 2022.


 

Parent

Consolidated

 

September 30, 2023

December 31, 2022

September 30, 2023

December 31, 2022

Domestic trade accounts payable

2,945

3,402

4,193,338

4,644,534

Foreign trade accounts payable (a)

2,897

3,049

775,860

877,496

Subtotal

5,842

6,451

4,969,198

5,522,030

Reverse factoring operations (b)

-

-

547,767

853,900

Total

5,842

6,451

5,516,965

6,375,930


a)

Refers to imports mainly denominated in US dollars, Euros and British pounds.

b)

The Company has contracts signed with first class financial institutions, mainly Banco Itaú Unibanco S.A. to directly structure a reverse factoring operation with the Company’s main suppliers. For more details on these transactions, please refer to note 3.15 of the annual financial statements for the year ended December 31, 2022.

 


 

Parent

Consolidated

 

September 30, 2023

December 31, 2022

September 30, 2023

December 31, 2022

ICMS (ordinary)

-

-

130,437

         180,708

ICMS-ST provision (a)

-

-

63,996

          60,945

Taxes on invoicing abroad

-

-

176,478

        346,407

Withholding tax (IRRF)

-

-

108,713

         138,293

Other taxes payable - foreign subsidiaries

-

-

136,172

         147,056

Income tax

11,822

12,051

11,822

18,170

PIS and COFINS payable

206

140

206

140

INSS and service tax (ISS) payable

85

-

8,168

31,895

Other

-

-

8,035

21,869

Total

12,113

12,191

644,027

945,483

 

 

 

 

 

Current

12,113

           12,191

518,499

828,125

Non-current

-

-

125,528

117,358

 

a)

The Company has discussions about the illegality of changes in state laws to charge ICMS-ST. Part of the amount recorded as tax payable but not yet paid is being discussed in court by the Company, and in some cases, the amounts are deposited in court, as mentioned in Note 12.

35


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

22.1 Contingencies assessed as probable risk of loss

The changes in the provision for tax, civil and labor risks and contingent liabilities are presented below:

 

Consolidated

 

Tax

Civil

Labor

Contingent liabilities (business combination)(3)

Total

 

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1

187,052

181,693

557,675

305,690

186,118

233,474

406,428

597,585

1,337,273

1,318,442

   Additions

19,663

55,663

284,041

206,470

85,197

73,916

  - 

-

388,901

336,049

   Reversals

(4,801)

(26,445)

(8,620)

(12,060)

(34,610)

(24,963)

(25,622)

(193,497)

(73,653)

(256,965)

   Payments/ utilization of judicial deposits (1)

(51,587)

(9,005)

(293,003)

(126,809)

(41,660)

(48,242)

  - 

-

(386,250)

(184,056)

   Inflation adjustment

7,644

33,067

27,143

16,410

4,849

4,569

18,903

13,022

58,539

67,068

   Exchange rate variation (OCI)

(2,605)

(27,351)

(21,648)

3,574

(11,116)

(26,053)

(16,406)

(8,763)

(51,775)

(58,593)

   Transfers (2)

  - 

24

  - 

(965)

14

  - 

  - 

-

14

(941)

Balance as of September 30

155,366

207,646

545,588

392,310

188,792

212,701

383,303

408,347

1,273,049

1,221,004

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

421,311

321,152

Non-current

 

 

 

 

 

 

 

 

851,738

899,852



(1)

Tax payments refer mainly to the completion of the administrative procedure with the State of Amazonas for the effective settlement of tax amnesties, using judicial deposits, filed by the Company in the year 2022.

Civil payments refer mainly to costs incurred in the settlement of lawsuits related to talc (see Note 36).


(2) Reversals of contingent liabilities (business combination) with Avon refer mainly to the change in estimates for tax, civil and labor lawsuits.

(3) The business combination amounts as of September 30, 2023arising from the business combination with Avon are segregated between tax (R$374,421) and labor (R$8,882) lawsuits.

(4) During the year ended December 31, 2022, certain balances included in provision for tax risks were reclassified to align the Group's subsidiaries, as disclosed in explanatory note no. 2.

 

36


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)
 

a)       Disputes related to talc (Civil)

The subsidiary Avon Products, Inc (“Avon”) has been named a defendant in numerous personal injury lawsuits filed in U.S. courts, alleging that certain talc products the company sold in the past were contaminated with asbestos. Many of these actions involve several co-defendants, including manufacturers of cosmetics and manufacturers of other products that, unlike the subsidiary Avon’s Products, were designed to contain asbestos. As of September 30, 2023, there were 317 individual cases pending against the subsidiary Avon (during the nine-month period ended September 30, 2023, 163 new cases were started and 74 were dismissed, settled or otherwise resolved).

In December 2022, a case, titled Chapman, et al, v, Avon Products, Inc. et al., No, 22STCV05968, resulted in an adverse jury verdict after a trial, with the jury awarding the plaintiffs a total of US$36,0 million in compensatory damages and US$10,3 million in punitive damages against the subsidiary Avon. The Company believes it has strong grounds to seek the annulment of the judgment in this case and in January 2023 began the process of appealing the verdict seeking annulment in the trial court. On March 1, 2023, following post-trial arguments, the trial court issued a conditional order reducing the compensatory damages award against the subsidiary Avon to US$29,3 million. Plaintiffs have challenged the reduction of the award as to subsidiary Avon and have asserted that the reduction should only apply to subsidiary Avon’s co-defendant. The trial court has resolved this issue in the Plaintiffs’ favor and, once judgment is entered, the case will proceed on appeal.

22.2. Contingencies assessed as possible risk of loss

The Company has administrative and judicial contingencies which the expectation of loss, assessed by the Company's Management and supported by legal advisors, is classified as possible and, therefore, no provision has been recorded. As of September 30, 2023, the amounts of contingencies classified with probability of possible loss are as follows:

Consolidated

 

September 30, 2023

December 31, 2022

Tax

9,121,646

8,480,614

Civil

261,546

161,859

Labor

182,022

164,462

Total contingent liabilities

9,565,214

8,806,935


 

 

Parent

Consolidated

 

September 30, 2023

December 31, 2022

September 30, 2023

December 31, 2022

 

 

 

 

 

Pension and post-employment health care plans (a)

-

-

490,734

463,948

Deferred revenue from performance obligations with customers (b)

-

-

208,070

313,204

Provision for incentives to consultants

-

-

155,627

217,349

Provision for operating expenses (marketing / technology, etc,) (c)

-

-

394,287

604,064

Provision for store renovation 

-

-

98,659

116,137

Crer Para Ver (d)

-

-

52,838

87,420

Provision for restructuring (e)

21,598

39,846

133,700

188,317

Insurance payables

1,912

-

63,968

69,364

Other Liabilities (f)

1,017

1,017

132,824

190,823

Total

24,527

40,863

1,730,707

2,250,626

 

 

 

 

 

Current

6,741

23,113

986,337

1,499,060

Non-current

17,786

17,750

744,370

751,566

 

37


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)


a) As of September 30, 2023, there is R$ 259,618 (R$ 282,295 as of December 31, 2022) referring to pension plans, and R$30,604 referring to post-employment plans (R$28,456 as of December 31, 2022) of subsidiary Avon, and R$ 140,420 (R$129,697 as of December 31, 2022) referring to post-employment assistance plans of the subsidiary Natura Cosméticos and R$ 60,092 (R$ 51,956 as of December 31, 2022) referring to post-employment assistance plans of the subsidiary Natura &Co International.
b) Refers to the deferral of revenue from performance obligations related to loyalty programs based on points, sale of gift cards not yet converted into products and programs and events to honor direct sales consultants, of which R$ 115,552 (R$ 190,790 as of December 31, 2022is referring to subsidiary Avon, R$ 81,789 (R$ 93,761 as of December 31, 2022) referring to the consolidated subsidiary Natura Cosméticos and R$ 10,729 (R$ 28,653 as of December 31, 2022) referring to subsidiary Natura &Co International.
c) Refers to the Company's operating provision arising mainly from expenses with the provision of technology, marketing and advertising services.
d) Contribution of the social program to the development of the quality of education.
e) Provision for costs directly related to the integration plan and changes in the organizational structure substantially of the subsidiary Avon and review of the Group's corporate structure.
f) Refers to miscellaneous provision such as indemnities and non-current contractual obligations.

   

24.1          Treasury shares

On September 30, the item “Treasury shares” has the following composition:

 

Number of shares

R$ (in thousands)

Average price per share - R$

Balance as of December 31, 2021

4,899,540

151,342

30.89

  Used

(377,585)

(9,282)

24.58

  Acquired

5,391,900

120,300

22.31

Balance as of September 30, 2022

9,913,855

262,360

26.46

 

 

 

 

Balance as of December 31, 2022

9,913,855

262,360

26.46

  Used

(3,692,633)

(97,670)

26.45

Balance as of September 30, 2023

6,221,222

164,690

26.47

There was no minimum and maximum cost of the balance of treasury shares on September 30, 2023, considering that there were no movements.
38


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

As a result of the Aesop sale, the balances of this previous subsidiary were not disclosed in the consolidated balance sheet. The results originating from this segment were classified as discontinued operations in the income statement for the nine-month periods ended September 30, 2023, and 2022.

The other operating segments did not change their composition and information by geographic area in relation to that disclosed in the financial statements for the year ended December 31, 2022.

Net revenue by segment is as follows for the nine-month period ended September 30, 2023:

   Natura &Co Latam – 68.8%

   Avon International – 20.2%

   The Body Shop – 11.0%

The following tables summarize the financial information related to the nine-month periods ended September 30, 2023, and 2022 and the year ended December 31, 2022:

25.1   Operating segments

 

September 30, 2023

 

Reconciliation to net income (loss) for the period

 

Net

Revenue

Performance assessed by the company

Depreciation and

amortization

Discontinued operations

Financial

results

Income

tax

Net income

(loss)

Natura &Co Latam

15,558,622

1,686,135

(711,167)

-

(1,911,998)

856,325

(80,705)

Avon International 1

4,572,712

36,750

(511,706)

(276,138)

(513,732)

(126,937)

(1,391,763)

The Body Shop 1

2,479,624

85,214

(507,647)

-  

(61,455)

113,877

(370,011)

Aesop

-  

-  

-  

(4,655)

-

-  

(4,655)

Corporate expenses

-  

(230,909)

-  

7,236,815

543,864

(62,706)

7,487,064

Consolidated

22,610,958

1,577,190

(1,730,520)

6,956,022

(1,943,321)

780,559

5,639,930

 

 

September 30, 2022

 

Reconciliation to (loss) net income for the period

 

Net

Revenue

Performance assessed by the company

Depreciation and

amortization

Discontinued operations

Financial

results

Income

tax

Net income

(loss)

Natura &Co Latam

16,084,095

1,482,601

(659,802)

-

(1,037,052)

(33,571)

(247,824)

Avon International 1

5,133,340

153,600

(507,849)

(181,192)

(447,660)

(42,911)

(1,026,012)

The Body Shop 1

2,902,874

120,700

(511,349)

-

(52,738)

95,712

(347,675)

Aesop 1

-  

-  

 

28,727

-  

-  

28,727

Corporate balances

  - 

(466,197)

282

-

196,670

(106,587)

(375,832)

Consolidated

24,120,309

1,290,704

(1,678,718)

(152,465)

(1,340,780)

(87,357)

(1,968,616)

 

 

September 30, 2023

December 31, 2022

 

Non-current assets

Total assets

Current liabilities

Non-current liabilities

Non-current assets

Total assets

Current liabilities

Non-current liabilities

Natura &Co Latam

15,333,459

28,466,537

5,079,758

6,745,995

18,838,366

28,675,608

8,363,130

10,164,706

Avon International 1

10,310,165

12,553,234

2,289,428

849,513

11,197,014

14,259,571

1,894,856

1,838,328

The Body Shop 1

6,568,023

7,643,102

1,354,411

1,559,664

6,565,913

7,928,270

1,292,903

1,669,625

Aesop

-  

-  

-  

-  

1,621,126

2,735,417

731,018

776,512

Corporate balances

896,034

1,907,913

886,768

3,760,005

341,444

1,086,524

1,055,961

4,547,167

Consolidated

33,107,681

50,570,786

9,610,365

12,915,177

38,563,863

54,685,390

13,337,868

18,996,338

 

1 The operations of these segments located in Latin American countries (Latam) are presented in the Natura &Co Latam segment.


39


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

25.2   Net revenue and non-current assets by geographic region

 

Net revenue

Non-current assets

September 30, 2023

September 30, 2022

September 30, 2023

December 31, 2022

Asia

1,252,635

1,452,713

807,339

1,284,783

North America

3,328,496

3,795,601

6,106,012

6,261,545

Mexico

2,454,520

2,633,802

3,907,975

3,631,768

Other

873,976

1,161,799

2,198,037

2,629,777

South America

12,598,409

12,735,823

11,447,601

14,508,816

Brazil

8,633,017

7,941,767

9,879,348

12,656,298

Argentina

1,948,915

2,383,295

496,472

694,172

Other

2,016,477

2,410,761

1,071,781

1,158,346

Europe, Middle East and Africa (EMEA)

5,169,485

5,750,491

14,117,347

15,271,251

United Kingdom

1,356,302

1,831,687

10,295,957

10,894,799

Other

3,813,183

3,918,804

3,821,391

4,376,452

Oceania

261,933

385,681

629,381

1,237,468

Consolidated

22,610,958

24,120,309

33,107,681

38,563,863

No individual or aggregate customer (economic group) represents more than 10% of the Company’s net revenue. 


 

Consolidated

Gross revenue:

September 30, 2023

September 30, 2022

  Direct Selling

23,996,577

25,421,369

  Retail

2,483,858

2,462,811

  Online

1,428,620

1,676,401

  Other sales

1,656,624

1,981,948

Subtotal

29,565,679

31,542,529

 

 

 

  Returns and cancellations

(332,263)

(428,411)

  Commercial discounts and rebates

(678,335)

(718,269)

  Taxes on sales

(5,944,123)

(6,275,540)

Subtotal

(6,954,721)

(7,422,220)

Total net revenue

22,610,958

24,120,309

 

40


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 


 

Parent

Consolidated

Classified by function

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Cost of sales

-

-

7,793,624

9,216,929

Selling, marketing and logistics expenses

-

-

9,751,909

10,342,316

Administrative, R&D, IT, and project expenses

53,695

252,861

4,057,422

4,281,688

Total

53,695

252,861

21,602,955

23,840,933

 

 

 

 

 

Classified by nature

 

 

 

 

Cost of sales

-

-

7,793,624

9,216,929

Raw material/packaging material/resale

-

-

6,910,866

8,334,433

Employee benefits expense (note 28)

-

-

412,429

415,418

Depreciation and amortization

-

-

137,954

133,380

Other

-

-

332,375

333,698

 

 

 

 

 

Selling, marketing and logistics expenses

-

-

9,751,909

10,342,316

Logistics costs

-

-

1,318,400

1,596,375

Personnel expenses (note 28)

-

-

2,762,320

2,799,679

Marketing, sales force and other selling expenses

-

-

4,931,809

5,166,204

Depreciation and amortization

-

-

739,380

780,058

 

 

 

 

 

Administrative, R&D, IT and project expenses

53,695

252,861

4,057,422

4,281,688

Innovation expenses

-

-

144,456

144,824

Personnel expenses (note 28)

37,047

48,019

1,632,706

1,610,231

Restructuring expenses

1,939

125,933

1,939

128,993

Other administrative expenses

13,052

77,826

1,460,132

1,631,108

Depreciation and amortization

1,657

1,083

818,189

766,532

 

 

 

 

 

Total

53,695

252,861

21,602,955

23,840,933

 


 

Parent

Consolidated

 

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Payroll, profit sharing and bonuses

16,213

31,289

3,479,943

3,486,693

Pension Plan

-

-

125,233

122,740

Share-based payments and charges on restricted shares, net of tax

11,040

3,924

121,188

71,170

Health care, food and other benefits

1,366

2,602

448,139

508,001

Charges, taxes and social contributions

769

1,194

459,469

481,038

Social security

7,659

9,010

173,483

155,686

Total

37,047

48,019

4,807,455

4,825,328

 

41


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

28.1   Share-based payments

Information regarding share-based payments was presented in the Company's financial statements for the year ended December 31, 2022, in note 28.

The expense related to stock options, restricted shares and performance shares, including social security charges, recognized in the nine-month period ended September 30, 2023, was R$ 11,040 and R$ 121,188 for parent company and consolidated level (R$3,924 and R$71,170 as of September 30, 2022), respectively.

On May 5, 2023, the following awards were granted under the “Co-Investment Plan” and the “Long-Term Incentive Plan”:

a) 3,819,700 restricted shares with grant date fair value of R$11.20 that generally vest in tranches over 1 to 3 years, subject to the participants remaining in employment over the vesting period.

b) 8,736,315 performance shares with grant date fair values of R$11.20 to R$11.55 that vest at the end of a 3-year period, subject to the participants remaining in employment and certain performance conditions being met.

c) 30,000 options that vest in tranches over 3 to 4 years, subject to the participants remaining in employment over the vesting period. 

These awards will be settled in Natura &Co Holding S.A.’s shares.

On August 30, 2023, the Company completed Aesop sale. In connection with this, 1,057,814 share-based awards granted to Aesop employees between 2021 and 2023 (of which 182,482 restricted shares and 875,332 performance shares) were vested and released. On the sale conclusion date, 600,000 options held by the Aesop employees were vested but remain outstanding and available for exercise as of September 30, 2023. 

The number of awards in this note is showed using equivalent B3 shares to ensure consistency, although some awards are settled in American Depositary Receipts (ADRs).

 

 

 

Parent

Consolidated

 

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Financial expenses (debt interest)

-

-

(723,946)

(519,106)

Interest on short-term investments and other

743

14,071

642,271

330,069

Gains (losses) on financial activities, net

-

-

336,884

207,821

Losses with derivatives on exchange rate variations on financial activities, net

-

-

(331,204)

(212,874)

Losses on derivatives on interest payments and other financial activities, net

-

(5,266)

(1,547,988)

(311,427)

Inflation adjustment of provision for tax, civil and labor risks and tax liabilities

-

3,353

(58,539)

(67,068)

Leases expenses

(83)

(20)

(121,065)

(119,194)

Other financial expenses

(3,177)

(18,480)

(26,881)

(216,228)

Hyperinflationary economy adjustment

-

-

(107,666)

(137,482)

Other gains (losses) from exchange rate variation on operating activities

(1,179)

5,448

(5,187)

(295,291)

Financial results

(3,696)

(894)

(1,943,321)

(1,340,780)

 

42


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 


 

Consolidated

 

September 30, 2023

September 30, 2022

Other operating income, net

 

 

Result on write-off of property, plant and equipment

1,399

-

Tax credits (a)

25,379

60,731

Tax benefit from amnesty program (b)

-

102,469

Reversal for tax, labor and civil contingencies provision

20,973

-

Reversal for impairment provision

31,076

-

Revenue with sale of the customer portfolio

8,077

6,587

Royalty income (c)

-

119,438

Other operating income

16,840

29,461

Total other operating income

103,744

318,686

 

 

 

Other operating expenses, net

 

 

  Result on write-off of property, plant and equipment

-

(8,092)

Crer para Ver (d)

(13,663)

(37,260)

Impairment provision

(56,179)

(12,510)

Expenses with sale of customer portfolio

(12,644)

-

Transformation and integration plan (e)

(541,440)

(366,124)

Restructuring expenses (f)

(73,988)

(49,819)

Other operating expenses

(106,556)

(47,672)

Total other operating expenses

(804,470)

(521,478)

Other operating expenses, net

(700,726)

(202,792)


a)

Refers mainly to PIS and COFINS credits.

b)

Refers to tax benefits in Brazil arising from the adhesion to state tax amnesty programs by the subsidiaries Natura Cosméticos S.A. and Avon Cosméticos Ltda.

c)

Refers to revenue from royalties received by subsidiary Avon from its representative in Japan, after a legal dispute as mentioned in explanatory note 22 of the Company's interim financial information for the period ended September 30, 2022, issued on August 11, 2022.

d)

Refers to appropriation of operating income obtained on the sales of the non-cosmetic product line called "Crer Para Ver" to the Natura Institute, specifically earmarked for social projects aimed at developing the quality of education.

e)

Expenses related to execution of Natura &Co Latam integration plan (“ELO project”) and integration of the subsidiary Avon International.

f)

Expenses mainly related to the execution of transformation plan of the subsidiary The Body Shop.

 

43


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

The basic earnings per share are calculated by dividing the profit (loss) attributable to the Company’s shareholders by the weighted average number of outstanding common shares, excluding common shares purchased by the Company and held as treasury shares.

 

Consolidated

 

September 30, 2023

September 30, 2022

Gain (loss) attributable to the Company’s controlling shareholders

5,640,151

(1,969,592)

Weighted average of the number of issued common shares

1,385,675,623

1,381,559,530

Weighted average treasury shares

(7,808,628)

(9,632,014)

Weighted average of the number of outstanding common shares

1,377,866,995

1,371,927,516

Earnings (loss) per share – R$

4.0934

(1.4356)

The diluted earnings per share are calculated by adjusting the weighted average number of common shares outstanding, assuming the conversion of all potential common shares that would cause dilution.

 

Consolidated

 

September 30, 2023

Gain attributable to the Company’s controlling shareholders

5,640,151

Weighted average of the number of outstanding common shares

1,377,866,995

Stock Options and restricted shares adjustment

5,536,171

Weighted average number of common shares considered to diluted earnings per share

1,383,403,166

Diluted earnings per share - R$

4.0770

 

44


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

In the course of the Company’s operations, rights and obligations are generated between related parties, arising from administrative expenses and provision of services.

32.1.      Receivables and payables with related parties

The Company had transactions with related parties recognized as presented below:

 

Parent

 

September 30, 2023

December 31, 2022

Current assets:

 

 

Avon Products, Inc. (a) e (b)

47,431

47,593

Natura Cosméticos S.A. – Argentina (a)

3,843

4,022

Natura Cosméticos S.A. – Perú (a)

481

501

Natura Cosméticos S.A – Colombia (a)

339

353

The Body Shop International (a) and (b)

9,537

9,656

Aesop Holdings Ltd. (UK) (a) and (b)

-

2,652

Indústria e Comércio de Cosméticos Natura Ltda.

94

-

Natura &Co Luxembourg Holdings S.à.r.l. (d)

1,549

1,552

Total

63,274

66,329

 

 

 

Current liabilities:

 

 

Natura Cosméticos S.A. (a) and (b)

52,854

1,472

Indústria e Comércio de Cosméticos Natura Ltda. (a)

830

404

Natura Comercial (a)

14

-

Avon Products, Inc. (b)

50,120

50,120

The Body Shop International (b)

11,463

11,463

Natura &Co Luxembourg Holdings S.à.r.l. (d)

164,811

-

Aesop Holdings Ltd. (UK)

-

1,117

Total current liabilities

280,092

64,576


a)

Refers to the allocation of expenses related to the purchase options and restricted shares plans.

b)

Refers to the transfer of shared expenses.

c)

On December 31, 2022 refers to interest on own equity.

d)

Refers to reimbursement of expenses for issuing bonds.

 

In the nine-month periods ended September 30, 2023 and 2022, there were no significant transactions of the parent company with related parties that passed through the income statement. The main transactions that occurred in the period refer to the transfer of expenses related to the stock option plans and shares restricted.

 

45


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

32.2.      Uncontrolled and unconsolidated transactions with related parties

Instituto Natura holds shares in the Essential Investment Fund, As of September 30, 2023, the balance is R$ R$ 8,435 (R$ 6,805 as of December 31, 2022).

On June 5, 2012, an agreement was signed between Indústria e Comércio de Cosméticos Natura Ltda. and Bres Itupeva Empreendimentos Imobiliários Ltda., (“Bres Itupeva”), for the construction and rental of a goods processing, storage and distribution center (HUB), in Itupeva, São Paulo. In 2019, Bres Itupeva assigned its credits to BRC Securitizadora S/A to whom the Company makes monthly payments. Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos, members of Natura &Co Holding S.A. controlling group, indirectly control Bres Itupeva. The amount involved in the transaction is recorded under the heading “Right to Use – Buildings”, the balance in the nine-month period ended on September 30, 2023 was R$55,495 (R$63,665 under the heading “Buildings” of Fixed Assets, on December 31, 2022) and in the nine-month period ended September 30, 2023, the amount paid as rent was R$12,431 (R$11,791 in the nine-month period ended September 30, 2022).

On January 8, 2021, a related-party transaction was carried out between the Company, as lessee and owner, the subsidiary Indústria e Comércio de Cosméticos Natura Ltda. and Natura &Co Holding S.A., as guarantors and a specific purpose Company (Bresco IX) held indirectly by Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos as lessor and surface-right owner (Co-Chairmen from the Board of Directors of the Company and shareholders members of Natura &Co Holding S.A., the parent Company. The transaction was signed with the purpose of expanding the Company's distribution network and increasing its logistical efficiency through the installation of a new distribution center in the State of Alagoas. The amount involved in the transaction is recorded under the heading “Right of Use - Buildings” in the amount of R$30,853, in the nine-month period ended September 30, 2023, the total amount paid as rent was R$6,293 (there was no disbursement during the nine-month period ending September 30, 2022).

On May 12, 2021, the transaction was concluded between the Company, as lessee, and Bresco Logística Fundo de Investimento Imobiliário, as lessor, indirectly owned by Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos. (Co-Chairmen from the Board of Directors of Natura &Co Holding S.A. and shareholders members of Natura &Co Holding S.A). The transaction was signed with the purpose of maintaining the Company's distribution center activities in Canoas, Rio Grande do Sul. The amount involved in the transaction is recorded under the heading “Right of Use - Buildings” at R$3,845, in the nine-month period ending September 30, 2023, the total amount paid as rent was R$2,126 (R$1,048 in the nine-month period ending September 30, 2022).             

In the nine-month period ended September 30, 2023, the Company and its subsidiaries transferred to the Natura Institute as a donation associated with the net result of sales of the Natura Crer Para Ver product line the amount of R$45,000 (R$35,000 in the nine-month period ending September 30, 2022).

The Company has a policy for transactions with related parties, in addition to an internal control structure to support the identification, monitoring and approvals of transactions between related parties.

32.3.      Key management personnel compensation

The total compensation of the key management personnel is as follows:

 

September 30, 2023

September 30, 2022

 

Compensation

Compensation

 

Fixed

Variable

Total

Fixed

Variable

Total

Board of Directors

6,354

9,999

16,353

10,605

147,413

158,018

Executive Board

21,242

171,423

192,665

26,045

40,608

66,653

 

27,596

181,422

209,018

36,650

188,021

224,671

 

46


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

The totals in the table above include the employer social security charges.

The amounts include increases and / or reversals of the cumulative expense recognized in the previous years due to reassessments of the number of share-based awards expected to vest and re-estimation of the social security charges expected to be payable by the Company on vesting.

Amounts for the nine-month period ended September 30, 2022 include termination benefits for certain key management employees related to the review process of Natura &Co's corporate structure.

The variable compensation incurred during the nine-month period ended on September 30, 2023 includes variable compensation associated to the Aesop sale.

 

In the ordinary course of its business, the Company enters into long-term agreements for provision of manufacturing, transportation, information technology services and electric power supply (with physical delivery, for its manufacturing activities). The agreements have termination clauses for noncompliance with essential obligations. In general, the minimum agreed upon is acquired and therefore there are no liabilities recorded in addition to the amount recognized on the accrual basis.

Total minimum supply payments, measured at nominal value, according to the contract, are as follows: 

 

Consolidated

 

September 30, 2023

December 31, 2022

Less than one year

         644,216

614,075

One to five years

         600,219

659,626

Above 5 years

            45,441

49,331

Total

      1,289,876

1,323,032

 

The Company adopted an insurance policy that mainly considers risk concentration and its materiality, considering the nature of their activities and the guidance of their insurance advisors. As of September 30, 2023 and December 31, 2022, insurance coverage is as follows:

Item

Type of coverage

Amount insured

September 30, 2023

December 31, 2022

Industrial complex and administrative sites

Any damages to buildings, facilities, inventories, and machinery and equipment

4,607,425

4,924,868

Vehicles

Fire, theft and collision for the vehicles insured by the Company

215,428

221,523

Loss of profits

No loss of profits due to material damages to facilities buildings and production machinery and equipment

2,056,000

2,056,000

Freight

Damages to products in transit

90,237

97,308

Civil liability

Protection against error or complaints in the exercise of professional activity that affect third parties

1,429,819

1,991,888

Environmental liability

Protection against environmental accidents that may result in environmental lawsuits

30,000

30,000

 

47


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

The following table presents the investment and financing transactions that do not involve the use of cash and cash equivalents and are therefore presented separately as additional information to the cash flow statements:

 

Parent

Consolidated

 

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Non-cash items

 

 

 

 

Hedge accounting impact, net of tax effects

-

89

484,162

(608,488)

Net effect of acquisition of property, plant and equipment and intangible assets not yet paid

-

-

52,991

59,550

 

On August 30, 2023, the Company concluded the sale of the subsidiary Aesop to L’Oreal for a total consideration of R$12,396,226, after obtaining all relevant regulatory approvals. The total gain earned on the write-off of the subsidiary's assets and liabilities and recognized as discontinued operations net of income tax and social contribution was R$7,231,416, which includes the reclassification of balance sheet conversion gains accumulated and recognized in other comprehensive results of R$115,168.

In addition to the gain obtained with the derecognition of assets and liabilities, certain incremental costs involving legal advisors and bank fees in the transaction were incurred and classified as part of discontinued operations.

The breakdown of results presented in discontinued operations in the income statement for the period is presented below:

 

September 30, 23

September 30, 2022

Consideration received for the sale to the previously controlled Aesop

12,396,226

-

Net assets of the previously controlled Aesop, derecognized

(1,140,751)

-

Conversion gains rolled into other comprehensive income

115,172

-

Incremental transaction costs on sale

(273,208)

-

Income tax and social contribution

(3,866,019)

-

Net gain on the sale of the previously controlled Aesop

7,231,420

-

 

 

 

 

 

 

Loss before taxes from discontinued operations

(274,837)

(135,046)

Income tax and social contribution

(561)

(17,419)

Loss from discontinued operations

(275,398)

(152,465)

 

 

 

Total discontinued operations

6,956,022

(152,465)

 

48


nat

NATURA &CO HOLDING S.A.

NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 302023

(Amounts in thousands of Reais - R$, except as mentioned otherwise)

 

The results in discontinued operations, which includes the operational results of the previous controlled subsidiary Aesop for the nine-month periods ended on September 30, 2023 and 2022 are presented below:

Description

September 30, 2023

September 30, 2022

Net Revenue

1,587,314

1,839,130

Cost of sales

(221,479)

(218,340)

Gross profit

1,365,835

1,620,790

 

 

 

Operating (expenses) Income

 

 

Selling, marketing, and logistics expenses

(847,916)

(974,890)

Administrative, R&D, IT and projects expenses

(453,120)

(536,318)

Impairment loss on trade receivable

(250)

(838)

Other operating income (expenses), net(a)

(287,041)

(207,269)

 

 

 

Operating loss before financial result

(222,492)

(98,525)

 

 

 

Financial income

22,200

28,916

Financial expenses

(74,544)

(65,437)

 

 

 

Loss before income tax and social contribution

(274,836)

(135,046)

Income tax and social contribution

(562)

(17,419)

 

 

 

Loss for the period

(275,398)

(152,465)


a)

In addition to Aesop's results, the amount includes R$270,894 of expenses in the nine-month period ended September 30, 2023 (R$181,192 in the nine-month period ended September 30, 2022) related to costs incurred in the resolution of legal proceedings associated with the operation that the subsidiary Avon maintained in North America, which was sold prior to the acquisition of the subsidiary Avon by the Company. The Company presents these effects as part of its discontinued operations since it considers the discontinued operations of the subsidiary Avon as an extension of the Company and because it assesses that this presentation reliably represents the essence of the associated transaction.

The net cash flows incurred by the discontinued operations are:

 

September 30, 2023

September 30, 2022

 

 

 

Operational activities

(7,289,148)

84,857

Investment activities

12,254,162

(116,919)

Financing activities

(166,180)

(139,111)

Net cash generated (consumed)

4,798,834

(171,173)


Potential sale of subsidiary The Body Shop

As announced through regulatory filings and on the date of this interim financial information, the terms and conditions regarding a potential sale of The Body Shop are under negotiation and there is no guarantee that a transaction will be completed.

 

49


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