Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 04 2023 - 5:14PM
Edgar (US Regulatory)
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 of the Securities Exchange Act of 1934
For the month of April 2023
Commission File Number: 001-39928
_____________________
Sendas Distribuidora S.A.
(Exact Name as Specified in its Charter)
Sendas Distributor S.A.
(Translation of registrant’s name into
English)
Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959,
Anexo A
Jacarepaguá
22775-005 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ý
Form 40-F: o
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) Interim Financial Information - 3/31/2023 - SENDAS DISTRIBUIDORA S.A. | |
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Index |
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Corporate Information / Capital Composition |
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2 |
Interim financial information |
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Individual Statements |
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Balance Sheet - Assets |
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3 |
Balance Sheet - Liabilities |
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4 |
Statements of Operations |
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5 |
Statements of Comprehensive
Income |
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6 |
Statements of Changes in Shareholders’
Equity 1/1/2023 to 3/31/2023 |
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7 |
Statements of Changes in Shareholders’
Equity 1/1/2022 to 3/31/2022 |
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8 |
Statements of Cash Flows |
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9 |
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Notes to the interim financial information |
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10 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) Interim Financial Information - 3/31/2023 - SENDAS DISTRIBUIDORA S.A. | |
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Corporate information / Capital composition |
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Number of Shares |
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Current Quarter |
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(Thousands) |
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|
3/31/2023 |
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Share Capital |
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Common |
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|
1,350,256 |
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Preferred |
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0 |
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Total |
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1,350,256 |
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Treasury Shares |
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Common |
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0 |
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Preferred |
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0 |
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Total |
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0 |
|
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) Interim Financial Information - 3/31/2023 - SENDAS DISTRIBUIDORA S.A. | |
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Individual Financial
Statements / Balance Sheet - Assets |
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|
R$ (in thousands) |
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|
Current Quarter |
Prior year |
Account code |
Account description |
3/31/2023 |
12/31/2022 |
1 |
Total
Assets |
39,089,000 |
40,618,000 |
1.01 |
Current Assets |
12,378,000 |
14,179,000 |
1.01.01 |
Cash and Cash Equivalents |
4,134,000 |
5,842,000 |
1.01.03 |
Accounts Receivables |
609,000 |
622,000 |
1.01.03.01 |
Trade Receivables |
566,000 |
570,000 |
1.01.03.02 |
Other Accounts Receivable |
43,000 |
52,000 |
1.01.04 |
Inventories |
6,324,000 |
6,467,000 |
1.01.06 |
Recoverable Taxes |
1,010,000 |
1,055,000 |
1.01.08 |
Other Current Assets |
301,000 |
193,000 |
1.01.08.01 |
Non-current Assets Held for Sale |
95,000 |
95,000 |
1.01.08.01.01 |
Assets Held for Sale |
95,000 |
95,000 |
1.01.08.03 |
Others |
206,000 |
98,000 |
1.01.08.03.01 |
Derivative Financial Instruments |
34,000 |
27,000 |
1.01.08.03.02 |
Dividends Receivable |
7,000 |
- |
1.01.08.03.03 |
Other Current Assets |
165,000 |
71,000 |
1.02 |
Non-current Assets |
26,711,000 |
26,439,000 |
1.02.01 |
Long-Term Assets |
1,452,000 |
1,405,000 |
1.02.01.07 |
Deferred Taxes |
88,000 |
6,000 |
1.02.01.09 |
Receivable From Related Parties |
270,000 |
252,000 |
1.02.01.09.04 |
Receivable from Others Related Parties |
270,000 |
252,000 |
1.02.01.10 |
Other Non-current Assets |
1,094,000 |
1,147,000 |
1.02.01.10.04 |
Recoverable Taxes |
840,000 |
927,000 |
1.02.01.10.05 |
Restricted Deposits for Legal Proceedings |
52,000 |
56,000 |
1.02.01.10.06 |
Derivative Financial Instruments |
194,000 |
155,000 |
1.02.01.10.07 |
Other Non-current Assets |
8,000 |
9,000 |
1.02.02 |
Investments |
838,000 |
833,000 |
1.02.02.01 |
Investments in Associates |
838,000 |
833,000 |
1.02.02.01.03 |
Joint Venture Participation |
838,000 |
833,000 |
1.02.03 |
Property, Plant and Equipment |
19,388,000 |
19,183,000 |
1.02.04 |
Intangible Assets |
5,033,000 |
5,018,000 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) Interim Financial Information - 3/31/2023 - SENDAS DISTRIBUIDORA S.A. | |
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Individual Financial
Statements / Balance Sheet - Liabilities |
|
R$ (in thousands) |
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|
Current Quarter |
Prior year |
Account code |
Account description |
3/31/2023 |
12/31/2022 |
2 |
Total
Liabilities |
39,089,000 |
40,618,000 |
2.01 |
Current Liabilities |
15,323,000 |
16,416,000 |
2.01.01 |
Payroll and Related Taxes |
583,000 |
584,000 |
2.01.01.01 |
Social Taxes |
69,000 |
75,000 |
2.01.01.02 |
Payroll Taxes |
514,000 |
509,000 |
2.01.02 |
Trade Payables |
12,061,000 |
12,999,000 |
2.01.02.01 |
National Trade Payables |
12,061,000 |
12,999,000 |
2.01.02.01.01 |
Trade Payables |
7,635,000 |
8,538,000 |
2.01.02.01.02 |
Trade Payables - Agreements |
1,687,000 |
2,039,000 |
2.01.02.01.03 |
Trade payables - Agreements - Acquisition of Extra
Stores |
2,739,000 |
2,422,000 |
2.01.03 |
Taxes and Contributions Payable |
225,000 |
265,000 |
2.01.04 |
Borrowings and Financing |
1,339,000 |
1,260,000 |
2.01.04.01 |
Borrowings and Financing |
822,000 |
829,000 |
2.01.04.02 |
Debentures |
517,000 |
431,000 |
2.01.05 |
Other Liabilities |
1,115,000 |
1,308,000 |
2.01.05.01 |
Payables to Related Parties |
173,000 |
201,000 |
2.01.05.02 |
Others |
942,000 |
1,107,000 |
2.01.05.02.01 |
Dividends and Interest on own Capital |
68,000 |
111,000 |
2.01.05.02.09 |
Deferred Revenue |
305,000 |
328,000 |
2.01.05.02.12 |
Other Current Liabilities |
220,000 |
233,000 |
2.01.05.02.17 |
Lease Liability |
349,000 |
435,000 |
2.02 |
Non-current Liabilities |
19,786,000 |
20,306,000 |
2.02.01 |
Borrowings and Financing |
11,543,000 |
11,331,000 |
2.02.01.01 |
Borrowings and Financing |
735,000 |
737,000 |
2.02.01.02 |
Debentures |
10,808,000 |
10,594,000 |
2.02.02 |
Other Liabilities |
8,003,000 |
8,779,000 |
2.02.02.01 |
Payable to Related Parties |
56,000 |
60,000 |
2.02.02.01.04 |
Payables to Other Third Parties |
56,000 |
60,000 |
2.02.02.02 |
Others |
7,947,000 |
8,719,000 |
2.02.02.02.04 |
Trade payables - Agreements - Acquisition of Extra
Stores |
- |
780,000 |
2.02.02.02.07 |
Other Non-current Liabilities |
17,000 |
14,000 |
2.02.02.02.09 |
Lease Liability |
7,930,000 |
7,925,000 |
2.02.04 |
Provision |
211,000 |
165,000 |
2.02.06 |
Deferred Earnings and Revenue |
29,000 |
31,000 |
2.02.06.02 |
Deferred Revenue |
29,000 |
31,000 |
2.03 |
Shareholders’ Equity |
3,980,000 |
3,896,000 |
2.03.01 |
Share Capital |
1,265,000 |
1,263,000 |
2.03.02 |
Capital Reserves |
45,000 |
36,000 |
2.03.04 |
Earnings Reserves |
2,671,000 |
2,599,000 |
2.03.08 |
Other Comprehensive Income |
(1,000) |
(2,000) |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) Interim Financial Information - 3/31/2023 - SENDAS DISTRIBUIDORA S.A. | |
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Individual Financial
Statements / Statements of Operations |
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R$
(in thousands) |
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Year to date current year |
Year to date prior year |
Account code |
Account description |
1/1/2023 to 3/31/2023 |
1/1/2022 to 3/31/2022 |
3.01 |
Net
Operating Revenue |
15,096,000 |
11,443,000 |
3.02 |
Cost of Sales |
(12,668,000) |
(9,617,000) |
3.03 |
Gross Profit |
2,428,000 |
1,826,000 |
3.04 |
Operating Income / Expenses |
(1,809,000) |
(1,301,000) |
3.04.01 |
Selling Expenses |
(1,306,000) |
(929,000) |
3.04.02 |
General and Administrative Expenses |
(206,000) |
(168,000) |
3.04.05 |
Other Operating Expenses |
(309,000) |
(212,000) |
3.04.05.01 |
Depreciation/ Amortization |
(313,000) |
(204,000) |
3.04.05.03 |
Other Operating Revenues (Expenses) |
4,000 |
(8,000) |
3.04.06 |
Share of Profit of Associates |
12,000 |
8,000 |
3.05 |
Profit from Operations Before Net Financial Expenses
and Taxes |
619,000 |
525,000 |
3.06 |
Net Financial Expenses |
(630,000) |
(302,000) |
3.06.01 |
Financial Revenues |
70,000 |
70,000 |
3.06.02 |
Financial Expenses |
(700,000) |
(372,000) |
3.07 |
(Loss) Income Before Income Tax and Social Contribution |
(11,000) |
223,000 |
3.08 |
Income Tax and Social Contribution |
83,000 |
(9,000) |
3.08.01 |
Current |
- |
(18,000) |
3.08.02 |
Deferred |
83,000 |
9,000 |
3.09 |
Net Income from Continued Operations |
72,000 |
214,000 |
3.11 |
Net Income for the period |
72,000 |
214,000 |
3.99 |
Earnings per Share - (Reais/Share) |
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|
3.99.01 |
Basic Earnings Per Share - Total |
|
|
3.99.01.01 |
Common |
0.053296 |
0.158659 |
3.99.02 |
Diluted Earnings Per Share - Total |
|
|
3.99.02.01 |
Common |
0.053141 |
0.157507 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) Interim Financial Information - 3/31/2023 - SENDAS DISTRIBUIDORA S.A. | |
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Individual Financial
Statements / Statements of Comprehensive Income |
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R$ (in thousands) |
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Year to date current year |
Year to date prior year |
Account
code |
Account
description |
1/1/2023
to 3/31/2023 |
1/1/2022
to 3/31/2022 |
4.01 |
Net
Income for the period |
72,000 |
214,000 |
4.02 |
Other Comprehensive Income |
1,000 |
(1,000) |
4.02.04 |
Fair Value of Receivables |
2,000 |
(2,000) |
4.02.06 |
Income Tax Effect |
(1,000) |
1,000 |
4.03 |
Total Comprehensive Income for
the period |
73,000 |
213,000 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) Interim Financial Information - 3/31/2023 - SENDAS DISTRIBUIDORA S.A. | |
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Individual Financial
Statements / Statements of Cash Flows - Indirect method |
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R$ (in thousands) |
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|
Year to date current year |
Year to date prior year |
Account code |
Account description |
1/1/2023 to 3/31/2023 |
1/1/2022 to 3/31/2022 |
6.01 |
Net
Cash Operating Activities |
24,000 |
853,000 |
6.01.01 |
Cash Provided by the Operations |
1,187,000 |
870,000 |
6.01.01.01 |
Net Income for the period |
72,000 |
214,000 |
6.01.01.02 |
Deferred Income Tax and Social Contribution |
(83,000) |
(9,000) |
6.01.01.03 |
(Gain) Loss of Disposal of Property, Plant and Equipment and Leasing write-off |
(6,000) |
3,000 |
6.01.01.04 |
Depreciation and Amortization |
336,000 |
219,000 |
6.01.01.05 |
Financial Charges |
694,000 |
352,000 |
6.01.01.07 |
Share of Profit of Associates |
(12,000) |
(8,000) |
6.01.01.08 |
Provision for Legal Proceedings |
57,000 |
13,000 |
6.01.01.10 |
Provision for Stock Option |
9,000 |
4,000 |
6.01.01.11 |
Allowance for Doubtful Accounts |
- |
3,000 |
6.01.01.13 |
Provision for Allowance for Inventory Losses and Damages |
120,000 |
79,000 |
6.01.02 |
Variations in Assets and Liabilities |
(1,163,000) |
(17,000) |
6.01.02.01 |
Trade Receivables |
9,000 |
(148,000) |
6.01.02.02 |
Inventories |
23,000 |
(544,000) |
6.01.02.03 |
Recoverables Taxes |
132,000 |
(132,000) |
6.01.02.04 |
Other Assets |
(88,000) |
(29,000) |
6.01.02.05 |
Related Parties |
(48,000) |
18,000 |
6.01.02.06 |
Restricted Deposits for Legal Proceedings |
4,000 |
2,000 |
6.01.02.07 |
Trade Payables |
(1,111,000) |
856,000 |
6.01.02.08 |
Payroll and Related Taxes |
(1,000) |
29,000 |
6.01.02.09 |
Taxes and Social Contributions Payable |
(33,000) |
(19,000) |
6.01.02.10 |
Provision for Legal Proceedings |
(14,000) |
(14,000) |
6.01.02.11 |
Deferred Revenue |
(25,000) |
(25,000) |
6.01.02.12 |
Other Liabilities |
(11,000) |
(11,000) |
6.02 |
Net Cash of Investing Activities |
(534,000) |
(1,527,000) |
6.02.02 |
Purchase of Property, Plant and Equipment |
(527,000) |
(675,000) |
6.02.03 |
Purchase of Intangible Assets |
(22,000) |
(602,000) |
6.02.09 |
Proceeds from Property, Plant and Equipment |
15,000 |
- |
6.02.11 |
Purchase of Assets Held for Sale |
- |
(250,000) |
6.03 |
Net Cash of Financing Activities |
(1,198,000) |
2,513,000 |
6.03.01 |
Capital Contribution |
2,000 |
1,000 |
6.03.02 |
Proceeds from Borrowings and Financing |
- |
2,759,000 |
6.03.03 |
Payment of Borrowings and Financing |
(39,000) |
(13,000) |
6.03.04 |
Payment of Interest on Borrowings and Financing |
(142,000) |
(43,000) |
6.03.05 |
Dividends and interest on own equity, paid |
(50,000) |
- |
6.03.09 |
Payment of Lease Liabilities |
(151,000) |
(28,000) |
6.03.10 |
Payment of Interest on Lease Liabilities |
(238,000) |
(135,000) |
6.03.11 |
Borrowing costs from borrowings and financing |
(10,000) |
(28,000) |
6.03.12 |
Payment of Intangible Assets |
(570,000) |
- |
6.05 |
(Decrease) Increase in Cash and Equivalents |
(1,708,000) |
1,839,000 |
6.05.01 |
Cash and Cash Equivalents at the beginning of the Period |
5,842,000 |
2,550,000 |
6.05.02 |
Cash and Cash Equivalents at the end of the Period |
4,134,000 |
4,389,000 |
(FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE) Interim Financial Information - 3/31/2023 - SENDAS DISTRIBUIDORA S.A. | |
Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2023 to 3/31/2023 |
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R$ (in thousands) |
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Account code |
Account description |
Capital stock |
Capital reserves, granted options and treasury shares |
Profit reserves |
Retained earnings
/Accumulated losses |
Other comprehensive income |
Shareholders' equity |
5.01 |
Opening Balance |
1,263,000 |
36,000 |
2,599,000 |
- |
(2,000) |
3,896,000 |
5.03 |
Adjusted Opening Balance |
1,263,000 |
36,000 |
2,599,000 |
- |
(2,000) |
3,896,000 |
5.04 |
Capital Transactions with Shareholders |
2,000 |
9,000 |
- |
- |
- |
11,000 |
5.04.01 |
Capital Contribution |
2,000 |
- |
- |
- |
- |
2,000 |
5.04.03 |
Stock Options Granted |
- |
9,000 |
- |
- |
- |
9,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
72,000 |
1,000 |
73,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
72,000 |
- |
72,000 |
5.05.02 |
Other Comprehensive Income |
- |
- |
- |
- |
1,000 |
1,000 |
5.05.02.07 |
Fair Value of Receivables |
- |
- |
- |
- |
2,000 |
2,000 |
5.05.02.09 |
Income Tax Effect |
- |
- |
- |
- |
(1,000) |
(1,000) |
5.06 |
Internal chages of Shareholders' Equity |
- |
- |
72,000 |
(72,000) |
- |
- |
5.06.05 |
Tax Incentive Reserve |
- |
- |
72,000 |
(72,000) |
- |
- |
5.07 |
Closing Balance |
1,265,000 |
45,000 |
2,671,000 |
- |
(1,000) |
3,980,000 |
Individual Financial Statements / Statements of Changes in Shareholders' Equity 1/1/2022 to 3/31/2022 |
R$ (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Account code |
Account description |
Capital stock |
Capital reserves, granted options and treasury shares |
Profit reserves |
Retained earnings
/Accumulated losses |
Other comprehensive income |
Shareholders' equity |
5.01 |
Opening Balance |
788,000 |
18,000 |
1,961,000 |
- |
(1,000) |
2,766,000 |
5.03 |
Adjusted Opening Balance |
788,000 |
18,000 |
1,961,000 |
- |
(1,000) |
2,766,000 |
5.04 |
Capital Transactions with Shareholders |
1,000 |
4,000 |
- |
- |
- |
5,000 |
5.04.01 |
Capital Contribution |
1,000 |
- |
- |
- |
- |
1,000 |
5.04.03 |
Stock Options Granted |
- |
4,000 |
- |
- |
- |
4,000 |
5.05 |
Total Comprehensive Income |
- |
- |
- |
214,000 |
(1,000) |
213,000 |
5.05.01 |
Net Income for the Period |
- |
- |
- |
214,000 |
- |
214,000 |
5.05.02 |
Other comprehensive income |
- |
- |
- |
- |
(1,000) |
(1,000) |
5.05.02.07 |
Fair Value of Receivables |
- |
- |
- |
- |
(2,000) |
(2,000) |
5.05.02.09 |
Income Tax Effect |
- |
- |
- |
- |
1,000 |
1,000 |
5.06 |
Internal chages of Shareholders' Equity |
- |
- |
163,000 |
(163,000) |
- |
- |
5.06.05 |
Tax Incentive Reserve |
- |
- |
163,000 |
(163,000) |
- |
- |
5.07 |
Closing Balance |
789,000 |
22,000 |
2,124,000 |
51,000 |
(2,000) |
2,984,000 |
1 |
CORPORATE INFORMATION |
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Sendas Distribuidora S.A. (“Company”
or “Sendas”) is a publicly held company listed in the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão
(B3), under ticker symbol "ASAI3" and on the New York Stock Exchange (NYSE), under ticker symbol "ASAI". The
Company is primarily engaged in the retail and wholesale of food products, bazar items and other products through its chain of stores,
operated under “ASSAÍ” brand, since this is the only disclosed segment. The Company's registered office is at
Avenida Ayrton Senna, 6.000, Lote 2 - Anexo A, Jacarepaguá, in the Statte of Rio de Janeiro. As of March 31, 2023,
the Company operated 266 stores and 12 distribution centers in the five regions of the country, with operations in 23 states and
in the Federal District. |
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On March 17, 2023, through public offering
of secondary distribution, the Company communicated to the market that Wilkes Participações S.A. ("Wilkes")
offered the amount of 254 million common shares, with no increase in the Company's share capital. |
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Following the liquidation of the
offering, which occured on March 21, 2023, Casino now holds 157,582,865 common shares issued by the Company, representing 11.7% of
its share capital and outstanding shares (excluding shares held by Casino and the Company's management) became 88.2% of the
Company's share capital, no controller defined. In view of this change in share control, the Company became an associate of Wilkes, and,
consequently, of Casino Guichard Perrachon ("Casino"). |
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2 |
BASIS OF PREPARATION AND
DISCLOSURE OF THE INTERIM FINANCIAL INFORMATION |
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The interim financial
information have been prepared in accordance with IAS 34 – Interim Financial Reporting issued by International Accounting Standards
Board (“IASB”) and accounting standard CPC 21 (R1) – Interim report and disclosed aligned with the standards approved
by the Brazilian Securities and Exchange Commission (“CVM”), applicable to the preparation of the Interim Financial Information. |
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The interim financial
information have been prepared on the historical cost basis, except for (i) certain financial instruments; and (ii) assets and liabilities
arising from business combinations measured at their fair values, where applicable. All significant information related to the interim
financial information, is being disclosed and is consistent with the information used by Management in managing the Company's activities. |
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The interim financial
information are presented in millions of Brazilian Reais (R$), which is the Company's functional currency. |
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The interim financial information for
the period ended March 31, 2023, were approved by the Board of Directors on May 04, 2023. |
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3 |
SIGNIFICANT ACCOUNTING
POLICIES |
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The main accounting
policies and practices applied by the Company to the preparation of the interim financial information are in accordance with those
adopted and disclosed in note 3 and in each explanatory note corresponding to the financial statements for the year ended December
31, 2022, and, therefore, it should be read together. |
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3.1 |
Standards, amendments
and interpretation |
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In the quarter ended
on March 31, 2023, the new current standards were evaluated and produced no effect on the interim financial information disclosed,
additionally the Company did not adopt in advance the IFRS issued and not yet on current. |
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4 |
SIGNIFICANT ACCOUNTING
JUDGMENTS, ESTIMATES, AND ASSUMPTIONS |
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The preparation of
the interim financial information requires Management to makes judgments and estimates and adopt assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period,
however, the uncertainties about these assumptions and estimates may generate results that require substantial adjustments to the
carrying amount of the asset or liability in future periods. |
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The significant assumptions
and estimates applied on the preparation of the interim financial information for the period ended March 31, 2023, were the same
as those adopted in the financial statements for the year ended December 31, 2022, see note 5. |
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5 |
CASH AND CASH EQUIVALENTS |
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3/31/2023 |
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12/31/2022 |
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Cash
and bank accounts |
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104 |
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213 |
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Cash
and bank accounts - Abroad (i) |
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23 |
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24 |
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Financial
investments (ii) |
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4,007 |
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5,605 |
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4,134 |
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5,842 |
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(i) As of March 31,
2023, the Company had funds held abroad, of which R$23 in US dollars (R$24 in US dollars as of December 31, 2022). |
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(ii) As of March 31, 2023, the financial
investments refer to the repurchase and resale agreements and Bank Deposit Certificates - CDB, with a weighted average interest rate
of 95.07% of the CDI - Interbank Deposit Certificate (92.80% of the CDI as of December 31, 2022). |
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6 |
TRADE
RECEIVABLES |
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Note |
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3/31/2023 |
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12/31/2022 |
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From sales with: |
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Credit
card operators |
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6.1 |
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350 |
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241 |
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Credit
card operators with related parties |
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9.1 |
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24 |
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49 |
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Sales
ticket and payment slips |
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6.2 |
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161 |
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249 |
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Trade
receivables with related parties |
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9.1 |
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17 |
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24 |
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Trade
receivables with suppliers/payment slips |
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23 |
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18 |
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575 |
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581 |
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Expected credit
loss for doubtful accounts |
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6.3 |
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(9) |
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(11) |
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566 |
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570 |
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The breakdown of trade
receivables by their gross amount by maturity period is presented below: |
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Overdue |
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Total |
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Due |
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Less
than
30 days |
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>
90 days |
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3/31/2023 |
|
575 |
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570 |
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2 |
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3 |
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12/31/2022 |
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581 |
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576 |
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4 |
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1 |
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6.1 |
Credit
card operators |
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The Company, through
a cash management strategy, advances receivables from credit card operators, without any right of recourse or related obligation
and derecognizes the balance of trade receivables. |
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6.2 |
Sales
ticket and payment slips |
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Refers to amounts derived
from transactions through receipts: (i) tickets and meal vouchers R$65 (R$134 as of December 31, 2022); and (ii) payment slips R$96
(R$115 as of December 31, 2022). |
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6.3 |
Expected
credit loss for doubtful accounts |
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|
3/31/2023 |
|
3/31/2022 |
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|
At the beginning of the period |
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|
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(11) |
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(6) |
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|
Additions |
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(8) |
|
(8) |
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Reversals |
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|
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|
|
10 |
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5 |
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At the end of the period |
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|
|
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|
(9) |
|
(9) |
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7 |
INVENTORIES |
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|
Note |
|
3/31/2023 |
|
12/31/2022 |
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|
|
|
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|
|
|
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|
|
Stores |
|
|
|
|
|
|
|
|
|
5,650 |
|
5,914 |
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|
|
|
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|
|
|
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|
|
Distribution centers |
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|
|
|
|
|
|
1,181 |
|
1,139 |
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|
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|
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|
|
|
Commercial agreements |
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|
|
|
|
7.1 |
|
(463) |
|
(518) |
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|
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|
|
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|
|
|
Allowance for loss on inventory obsolescence
and damages |
|
7.2 |
|
(44) |
|
(68) |
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|
|
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|
|
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|
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|
|
|
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|
|
|
6,324 |
|
6,467 |
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7.1 |
Commercial
agreements |
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As
of March 31, 2023, the amount of unrealized commercial agreements, presented as a reduction of inventory balance, totaled R$463 (R$518
as of December 31, 2022). |
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|
|
7.2 |
Allowance
for loss on inventory obsolescence and damages |
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|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
At the beginning of the period |
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|
|
|
|
|
|
(68) |
|
(37) |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
(126) |
|
(85) |
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|
|
|
|
|
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|
|
Reversals |
|
|
|
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6 |
|
6 |
|
|
|
|
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|
|
|
|
|
|
Write-offs |
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|
|
|
|
|
|
|
|
144 |
|
92 |
|
|
|
|
|
|
|
|
|
|
|
At the end of the period |
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|
|
|
|
|
|
(44) |
|
(24) |
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|
|
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|
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8 |
RECOVERABLE
TAXES |
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|
|
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|
|
Note |
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
State VAT tax credits
- ICMS |
|
|
|
|
|
8.1 |
|
1,176 |
|
1,210 |
|
|
|
|
|
|
|
|
|
|
|
Social Integration Program
and Contribution for Social Security Financing - PIS/COFINS |
|
8.2 |
|
477 |
|
587 |
|
|
|
|
|
|
|
|
|
|
|
Social Security Contribution
- INSS |
|
|
|
|
|
86 |
|
90 |
|
|
|
|
|
|
|
|
|
|
|
Income tax and social
contribution |
|
|
|
|
|
98 |
|
74 |
|
|
|
|
|
|
|
|
|
|
|
Others |
|
|
|
|
|
|
|
|
|
13 |
|
21 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
1,850 |
|
1,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
1,010 |
|
1,055 |
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
840 |
|
927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.1 |
State
VAT tax credits - ICMS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
Since 2008, the Brazilian
States have been substantially amending their local laws aiming at implementing and broadening the ICMS tax replacement system. This
system entails the prepayment of ICMS of the whole commercial chain, upon goods outflow from an industrial establishment or importer
or their inflow into each State. The expansion of this system to an increasingly wider range of products sold in the retail generates
the prepayment of the tax and consequently a refund in certain operations. |
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|
|
|
|
|
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|
|
The refund process requires
evidence through tax documents and digital files of the transactions carried out that generated the right to refund for the Company.
Only after its ratification by state tax authorities and/or the compliance with specific ancillary obligations aiming to support
such evidence that credits can be used by the Company, which occur in periods after their generation. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As the number of items
sold in the retail subject to tax replacement has increased continuously, the tax credit to be refunded by the Company has also increased.
The Company has realized these credits with authorization for immediate offset in view of its operation, by obtaining
a special regime and also by means of other procedures regulated by state rules. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With respect to credits
that cannot yet be immediately offset, the Company's management, according to a technical recovery study, based on the future expectation
of growth and consequent offset against taxes payable from its operations, believes that its future offset is viable. The mentioned
studies are prepared and periodically reviewed based on information obtained from the strategic planning previously approved by the
Company's Board of Directors. For the interim financial information as of March 31, 2023, the Company's management has monitoring
controls over the adherence to the annually established plan, reassessing and including new elements that contribute to the realization
of the recoverable ICMS balance, as shown in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within
1 year |
|
|
|
|
|
468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
1 to 2 years |
|
|
|
347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
2 to 3 years |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
3 to 4 years |
|
|
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
4 to 5 years |
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More
than 5 years |
|
|
|
130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
1,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.2 |
PIS and
COFINS credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On March 15, 2017, the
Federal Supreme Court (“STF”) recognized, the unconstitutionality of the inclusion of ICMS in the PIS and COFINS calculation
base. On May 13, 2021, the STF judged the Declaration Embargoes in relation to the amount to be excluded from the calculation basis
of the contributions, which should only be the ICMS paid, or if the entire ICMS, as shown in the respective invoices. The STF rendered
a favorable decision to the taxpayers, concluding that all ICMS highlighted should be excluded from the calculation basis. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The STF decided to modulate
the effects of the decision, providing that taxpayers who distributed lawsuits before March 15, 2017 or who had administrative proceedings
in progress before that same date, would be have right to take advantage of the past period. As the decision was rendered in a process
with recognized general repercussions, the understanding reached is binding on all judges and courts. The Company filed a lawsuit
on October 31, 2013, having obtained a favorable decision and a final and unappealable decision on July 16, 2021, thus allowing the
recognition of the credit for the period covered by the lawsuit. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currently the Company,
with the favorable judgment of the Supreme Court, has recognized the exclusion of ICMS from the PIS and COFINS calculation basis,
based on the same assumptions above. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
Expected realization of PIS and COFINS credits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In related to the recoverable
PIS and COFINS credits, the Company's management, based on a technical recovery study, considering future growth expectations and
consequent offset against debts from its operations, projects its future realization. The mentioned studies are prepared and periodically
reviewed based on information obtained from the strategic planning previously approved by the Company's Board of Directors. For the
interim financial information as of March 31, 2023, the Company's management has monitoring controls over the adherence to the annually
established plan, reassessing and including new elements that contribute to the realization of the recoverable PIS and COFINS balance,
as shown in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within
1 year |
|
|
|
|
|
383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
1 to 2 years |
|
|
|
94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 |
RELATED
PARTIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.1 |
Balances
and related party transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
Liabilities |
|
Transactions |
|
|
|
|
|
|
|
|
Clients |
|
Other
assets |
|
Suppliers |
|
Other
liabilities |
|
Revenue
(expenses) |
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
3/31/2023 |
|
12/31/2022 |
|
3/31/2023 |
|
12/31/2022 |
|
3/31/2023 |
|
12/31/2022 |
|
3/31/2023 |
|
3/31/2022 |
|
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
Guichard Perrachon |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
21 |
|
(16) |
|
(13) |
|
Euris |
|
|
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1 |
|
1 |
|
(1) |
|
(1) |
|
Grupo
Pão de Açúcar ("GPA") (i) |
|
17 |
|
24 |
|
255 |
|
234 |
|
15 |
|
8 |
|
226 |
|
237 |
|
(3) |
|
(92) |
|
Greenyellow
(ii) |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(8) |
|
Wilkes
Participações S.A. |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2 |
|
2 |
|
(2) |
|
(2) |
|
Subtotal |
|
|
|
|
|
17 |
|
24 |
|
255 |
|
234 |
|
15 |
|
8 |
|
229 |
|
261 |
|
(22) |
|
(116) |
|
Joint venture |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financeira
Itaú CBD S.A. Crédito, Financiamento e Investimento (“FIC”) |
|
24 |
|
49 |
|
15 |
|
18 |
|
12 |
|
25 |
|
- |
|
- |
|
6 |
|
6 |
|
Subtotal |
|
|
|
|
|
24 |
|
49 |
|
15 |
|
18 |
|
12 |
|
25 |
|
- |
|
- |
|
6 |
|
6 |
|
Total |
|
|
|
|
|
41 |
|
73 |
|
270 |
|
252 |
|
27 |
|
33 |
|
229 |
|
261 |
|
(16) |
|
(110) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
41 |
|
73 |
|
- |
|
- |
|
27 |
|
33 |
|
173 |
|
201 |
|
|
|
|
|
Non-current |
|
|
|
|
|
- |
|
- |
|
270 |
|
252 |
|
- |
|
- |
|
56 |
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) As of March 31, 2023,
the amount recorded in other assets is substantially composed by R$155 referring to the balance receivable from the sale of 16 Extra
Hiper stores (R$150 as of December 31, 2022) and R$98 referring to the indemnification process signed in the separation agreement
between the companies that occurred on December 14, 2020 (R$82 as of December 31, 2022). The amount recorded in other liabilities
is substantially composed by R$185 referring to the indemnification process and refunds signed in the separation agreement between
the parties (R$187 as of December 31, 2022). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii) As result of the
sale of Wilkes participation, as disclosed in note 1, Greenyellow is no longer an associate of the Company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.2 |
Management
compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
referring to the executive board compensation recorded in the Company’s statement of operations in the periods ended March
31,2023 and 2022 as follows (amounts expressed in thousands reais): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
salary |
|
Variable
compensation |
|
Stock
option plan |
|
Total |
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
|
|
|
|
Board of directors |
|
|
2,722 |
|
3,963 |
|
- |
|
- |
|
5,154 |
|
1,673 |
|
7,876 |
|
5,636 |
|
|
|
|
|
Directors statutory |
|
|
2,809 |
|
2,962 |
|
3,722 |
|
2,484 |
|
3,017 |
|
1,542 |
|
9,548 |
|
6,988 |
|
|
|
|
|
Directors non-statutory |
|
|
7,302 |
|
6,253 |
|
9,579 |
|
3,860 |
|
2,552 |
|
596 |
|
19,433 |
|
10,709 |
|
|
|
|
|
Fiscal council |
|
|
|
130 |
|
130 |
|
- |
|
- |
|
- |
|
- |
|
130 |
|
130 |
|
|
|
|
|
|
|
|
|
|
12,963 |
|
13,308 |
|
13,301 |
|
6,344 |
|
10,723 |
|
3,811 |
|
36,987 |
|
23,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The stock option plan,
fully in shares, refers to the Company's and this plan has been trated in the Company's statement of operations. The corresponding
expenses are allocated to the Company and recorded in statement of operations against capital reserve - stock options in shareholders'
equity. There are no other short-term or long-term benefits granted to members of the Company's management. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
INVESTMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The details of the Company's
investments at the end of the period are as follow: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participation
in investments - % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
participation |
|
|
|
|
|
Investment
type |
|
Company |
|
|
|
|
|
|
|
Country |
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint
venture |
|
Bellamar
Empreendimento e Participações S.A. |
|
Brazil |
|
50.00 |
|
50.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary
of financial information of Joint Venture |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets |
|
|
|
|
|
23 |
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
assets |
|
|
|
|
|
523 |
|
519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders´
equity |
|
|
|
|
|
546 |
|
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income for the period |
|
|
|
|
|
24 |
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
composition and breakdown |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bellamar |
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2021 |
|
|
|
|
|
|
|
789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
of profit of associates |
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of March 31, 2022 |
|
|
|
|
|
|
|
797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2022 |
|
|
|
|
|
|
|
833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
of profit of associates |
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
received |
|
|
|
|
|
|
|
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2023 |
|
|
|
|
|
|
|
838 |
|
|
|
|
|
|
|
|
|
|
|
|
11 |
PROPERTY,
PLANT AND EQUIPMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.1 |
Property,
plant and equipment breakdown |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2022 |
|
Additions
(i) |
|
Lease
modification |
|
Write-off |
|
Depreciation |
|
Transfers
and others (ii) |
|
As
of
3/31/2023 |
|
|
|
|
|
|
|
|
Lands |
|
|
|
|
600 |
|
- |
|
- |
|
- |
|
- |
|
(41) |
|
559 |
|
|
|
|
|
|
|
|
Buildings |
|
|
|
|
730 |
|
- |
|
- |
|
- |
|
(5) |
|
(2) |
|
723 |
|
|
|
|
|
|
|
|
Improvements |
|
6,865 |
|
352 |
|
- |
|
(11) |
|
(99) |
|
27 |
|
7,134 |
|
|
|
|
|
|
|
|
Machinery and equipments |
|
1,440 |
|
87 |
|
- |
|
(10) |
|
(68) |
|
140 |
|
1,589 |
|
|
|
|
|
|
|
|
Facilities |
|
|
|
|
585 |
|
30 |
|
- |
|
(1) |
|
(12) |
|
- |
|
602 |
|
|
|
|
|
|
|
|
Furnitures and appliances |
|
755 |
|
26 |
|
- |
|
(1) |
|
(24) |
|
63 |
|
819 |
|
|
|
|
|
|
|
|
Constructions in progress |
|
543 |
|
16 |
|
- |
|
- |
|
- |
|
(250) |
|
309 |
|
|
|
|
|
|
|
|
Others |
|
|
|
|
64 |
|
8 |
|
- |
|
- |
|
(5) |
|
34 |
|
101 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
11,582 |
|
519 |
|
- |
|
(23) |
|
(213) |
|
(29) |
|
11,836 |
|
|
|
|
|
|
|
|
Lease - right of use: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings |
|
|
|
|
7,593 |
|
27 |
|
162 |
|
(110) |
|
(115) |
|
(12) |
|
7,545 |
|
|
|
|
|
|
|
|
Equipments |
|
|
|
|
8 |
|
- |
|
- |
|
- |
|
(1) |
|
- |
|
7 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
7,601 |
|
27 |
|
162 |
|
(110) |
|
(116) |
|
(12) |
|
7,552 |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
19,183 |
|
546 |
|
162 |
|
(133) |
|
(329) |
|
(41) |
|
19,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2021 |
|
Additions
(i) |
|
Lease
modification |
|
Write-off |
|
Depreciation |
|
Transfers
and others |
|
As
of
3/31/2022 |
|
|
|
|
|
|
|
|
Lands |
|
|
|
|
570 |
|
46 |
|
- |
|
- |
|
- |
|
(1) |
|
615 |
|
|
|
|
|
|
|
|
Buildings |
|
|
|
|
656 |
|
32 |
|
- |
|
- |
|
(4) |
|
(3) |
|
681 |
|
|
|
|
|
|
|
|
Improvements |
|
3,596 |
|
520 |
|
- |
|
(1) |
|
(66) |
|
29 |
|
4,078 |
|
|
|
|
|
|
|
|
Machinery and equipments |
|
828 |
|
82 |
|
- |
|
(1) |
|
(40) |
|
6 |
|
875 |
|
|
|
|
|
|
|
|
Facilities |
|
|
|
|
362 |
|
29 |
|
- |
|
- |
|
(8) |
|
1 |
|
384 |
|
|
|
|
|
|
|
|
Furnitures and appliances |
|
416 |
|
23 |
|
- |
|
- |
|
(16) |
|
42 |
|
465 |
|
|
|
|
|
|
|
|
Constructions in progress |
|
235 |
|
28 |
|
- |
|
- |
|
- |
|
(64) |
|
199 |
|
|
|
|
|
|
|
|
Others |
|
|
|
|
37 |
|
3 |
|
- |
|
(1) |
|
(1) |
|
7 |
|
45 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
6,700 |
|
763 |
|
- |
|
(3) |
|
(135) |
|
17 |
|
7,342 |
|
|
|
|
|
|
|
|
Lease - right of use: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings |
|
|
|
|
3,604 |
|
1,842 |
|
145 |
|
- |
|
(75) |
|
(17) |
|
5,499 |
|
|
|
|
|
|
|
|
Equipments |
|
|
|
16 |
|
- |
|
- |
|
(1) |
|
(1) |
|
- |
|
14 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
3,620 |
|
1,842 |
|
145 |
|
(1) |
|
(76) |
|
(17) |
|
5,513 |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
10,320 |
|
2,605 |
|
145 |
|
(4) |
|
(211) |
|
- |
|
12,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Include the borring
capitalization in the amount of R$91 (R$107 as of March 31, 2022), see note 11.3. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii) The amount of R$41
refers to the write-off of provisions for the acquisition of points of sale. |
|
11.2 |
Composition
of Property, plant and equipment |
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical
cost |
|
Accumulated
depreciation |
|
Net
amount |
|
Historical
cost |
|
Accumulated
depreciation |
|
Net
amount |
|
|
|
|
|
|
|
|
Lands |
|
|
|
|
|
|
559 |
|
- |
|
559 |
|
600 |
|
- |
|
600 |
|
|
|
|
|
|
|
|
Buildings |
|
|
|
|
|
|
856 |
|
(133) |
|
723 |
|
859 |
|
(129) |
|
730 |
|
|
|
|
|
|
|
|
Improvements |
|
|
|
|
|
8,299 |
|
(1,165) |
|
7,134 |
|
7,933 |
|
(1,068) |
|
6,865 |
|
|
|
|
|
|
|
|
Machinery and equipments |
|
|
2,371 |
|
(782) |
|
1,589 |
|
2,160 |
|
(720) |
|
1,440 |
|
|
|
|
|
|
|
|
Facilities |
|
|
|
|
|
|
758 |
|
(156) |
|
602 |
|
729 |
|
(144) |
|
585 |
|
|
|
|
|
|
|
|
Furnitures and appliances |
|
|
1,129 |
|
(310) |
|
819 |
|
1,043 |
|
(288) |
|
755 |
|
|
|
|
|
|
|
|
Constructions in progress |
|
|
309 |
|
- |
|
309 |
|
543 |
|
- |
|
543 |
|
|
|
|
|
|
|
|
Others |
|
|
|
|
|
|
199 |
|
(98) |
|
101 |
|
157 |
|
(93) |
|
64 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
14,480 |
|
(2,644) |
|
11,836 |
|
14,024 |
|
(2,442) |
|
11,582 |
|
|
|
|
|
|
|
|
Lease - right of use: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings |
|
|
|
|
|
8,972 |
|
(1,427) |
|
7,545 |
|
8,924 |
|
(1,331) |
|
7,593 |
|
|
|
|
|
|
|
|
Equipments |
|
|
|
|
|
56 |
|
(49) |
|
7 |
|
57 |
|
(49) |
|
8 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
9,028 |
|
(1,476) |
|
7,552 |
|
8,981 |
|
(1,380) |
|
7,601 |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
23,508 |
|
(4,120) |
|
19,388 |
|
23,005 |
|
(3,822) |
|
19,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.3 |
Capitalized
borrowing costs and lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
value of capitalized borrowing costs and lease directly attributable to the reform, construction and acquisition of property, plant
and equipment and intangible assets within the scope of CPC 20 (R1)/IAS 23 - Borrowings Costs and the amount interest on lease liabilities
incorporated into the value of the property, plant and equipment and/or intangible assets, for the period in which the assets are
not yet in their intended use in accordance with CPC 06 (R2)/IFRS 16 - Leases, amounted to R$91 (R$107 as of March 31, 2022). The
rate used to calculate the borrowing costs eligible for capitalization was 110.62% (127.53% at March 31, 2022) of CDI, corresponding
to the effective interest rate of loans taken by the Company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.4 |
Additions
to property, plant and equipment for cash flow presentation purpose |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
546 |
|
2,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Leases |
|
|
|
|
|
|
|
(27) |
|
(1,842) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized borrowing costs |
|
|
|
|
|
(91) |
|
(107) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing of property,
plant and equipment - Additions |
|
(435) |
|
(751) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing of
property, plant and equipment - Payments |
|
534 |
|
770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
527 |
|
675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions related to
the purchase of operating assets, purchase of land and buildings to expansion activities, building of new stores, improvements of
existing distribution centers and stores and investments in equipment and information technology. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The additions and payments
of property, plant and equipment above are presented to reconcile the acquisitions during the period with the amounts presented in
the statement of cash flows net of items that did not impact cash flow. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.5 |
Other
informations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2023,
the Company recorded in the cost of sales and services the amount of R$23 (R$15 as of March 31, 2022), relating to the depreciation
of machinery, building and facilities of distribution centers. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
INTANGIBLE
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2022 |
|
Additions |
|
Amortization |
|
As
of 3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
618 |
|
- |
|
- |
|
618 |
|
|
|
|
|
|
|
|
|
Softwares |
|
|
|
|
|
76 |
|
5 |
|
(4) |
|
77 |
|
|
|
|
|
|
|
|
|
Commercial rights |
|
|
|
4,267 |
|
17 |
|
(2) |
|
4,282 |
|
|
|
|
|
|
|
|
|
Trade name |
|
|
|
|
|
39 |
|
- |
|
- |
|
39 |
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
5,000 |
|
22 |
|
(6) |
|
5,016 |
|
|
|
|
|
|
|
|
|
Lease - right of use: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
and rights |
|
|
|
18 |
|
- |
|
(1) |
|
17 |
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
18 |
|
- |
|
(1) |
|
17 |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
5,018 |
|
22 |
|
(7) |
|
5,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of 12/31/2021 |
|
Additions |
|
Amortization |
|
As
of 3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
618 |
|
- |
|
- |
|
618 |
|
|
|
|
|
|
|
|
|
Softwares |
|
|
|
|
|
75 |
|
2 |
|
(5) |
|
72 |
|
|
|
|
|
|
|
|
|
Commercial rights
(i) |
|
|
|
1,136 |
|
2,889 |
|
(2) |
|
4,023 |
|
|
|
|
|
|
|
|
|
Trade name |
|
|
|
|
|
39 |
|
- |
|
- |
|
39 |
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
1,868 |
|
2,891 |
|
(7) |
|
4,752 |
|
|
|
|
|
|
|
|
|
Lease - right of use: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
and rights |
|
|
|
19 |
|
- |
|
(1) |
|
18 |
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
|
|
|
19 |
|
- |
|
(1) |
|
18 |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
1,887 |
|
2,891 |
|
(8) |
|
4,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) In
the period ended March 31, 2022, in the Additions column, are presented the amounts related to the acquisition of the 40 commercial
points from Extra Hiper stores, in the amount of R$2.889. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
Historical
cost |
|
Accumulated
amortization |
|
Net
amount |
|
Historical
cost |
|
Accumulated
amortization |
|
Net
amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
871 |
|
(253) |
|
618 |
|
871 |
|
(253) |
|
618 |
|
|
|
Softwares |
|
|
|
|
|
156 |
|
(79) |
|
77 |
|
151 |
|
(75) |
|
76 |
|
|
|
Commercial rights |
|
|
|
4,317 |
|
(35) |
|
4,282 |
|
4,299 |
|
(32) |
|
4,267 |
|
|
|
Trade name |
|
|
|
|
|
39 |
|
- |
|
39 |
|
39 |
|
- |
|
39 |
|
|
|
|
|
|
|
|
|
|
5,383 |
|
(367) |
|
5,016 |
|
5,360 |
|
(360) |
|
5,000 |
|
|
|
Lease - right of use: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
and rights |
|
|
|
28 |
|
(11) |
|
17 |
|
29 |
|
(11) |
|
18 |
|
|
|
Total |
|
|
|
|
|
5,411 |
|
(378) |
|
5,033 |
|
5,389 |
|
(371) |
|
5,018 |
|
|
12.1 |
Impairment test of intangible
assets with an indefinite useful life, including goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The impairment test
of intangible assets uses the same practices described in note 12.1 as part of financial statements as of December 31, 2022. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company monitored
the plan used to assess impairment for Cash Generating Units (CGUs) on December 31, 2021, and concluded that there is no events which
could indicates losses or the need of a new evaluation for the period ended March 31, 2023. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.2 |
Additions to intangible
assets for cash flow presentation purpose |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
22 |
|
2,891 |
|
|
|
|
|
|
|
|
|
|
|
Financing
of intangible assets - Additions |
|
|
|
- |
|
(2,889) |
|
|
|
|
|
|
|
|
|
|
|
Financing
of intangible assets - Payments |
|
|
|
- |
|
600 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
22 |
|
602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
TRADE PAYABLES AND TRADE
PAYABLES - AGREEMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
Trade Payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
suppliers |
|
|
|
|
|
8,036 |
|
9,196 |
|
|
|
|
|
|
|
|
|
Supliers
- Acquisition of propert, plant and equipament |
|
|
|
101 |
|
140 |
|
|
|
|
|
|
|
|
|
|
|
Service
providers |
|
|
|
|
|
154 |
|
129 |
|
|
|
|
|
|
|
|
|
Service
providers - related parties |
|
9.1 |
|
27 |
|
33 |
|
|
|
|
|
|
|
|
|
|
|
Bonuses
from suppliers |
|
|
|
13.1 |
|
(683) |
|
(960) |
|
|
|
|
|
|
|
|
|
Total
Suppliers |
|
|
|
|
|
|
|
|
7,635 |
|
8,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
Payables - Agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
suppliers |
|
|
|
13.2 |
|
567 |
|
813 |
|
|
|
|
|
|
|
|
|
Supliers
- Acquisition of propert, plant and equipament |
|
13.2 |
|
1,120 |
|
1,226 |
|
|
|
|
|
|
|
|
|
|
|
Supliers
- Agreements - Acquisition of Extra Stores |
|
13.3 |
|
2,739 |
|
3,202 |
|
|
|
|
|
|
|
|
|
|
|
Total
Suppliers - Agreements |
|
|
|
|
|
4,426 |
|
5,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
12,061 |
|
13,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
12,061 |
|
12,999 |
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
- |
|
780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.1 |
Bonuses from suppliers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These include commercial agreements and
discounts obtained from suppliers. These amounts are defined in agreements and include discounts for purchase volume, joint marketing
programs, freight reimbursements, and other similar programs. The receipt occurs by deducting trade notes payable to suppliers, according
to conditions established in the supply agreements, so that the financial settlements occur for the net amount. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.2 |
Agreements
among suppliers, the Company and banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company maintains agreements signed
with financial institutions, through which, suppliers of products, capital goods and services, have the possibility of structuring
operations of anticipation receivables securities related to commercial operations between the parties. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management assessed that the economic
substance of the transaction is operational, considering that the anticipation is a exclusive decision of the supplier and, for the
Company, there are no changes in the original term negotiated with the supplier, nor changes in the contracted amounts . Management
evaluated the potential effects of adjusting these operations to present value and concluded that the effects are immaterial for
measurement and disclosure. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additionally, there is no exposure to
any financial institution individually related to these operations and these liabilities are not considered net debt and do not have
restrictive covenants (financial or non-financial) related. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These balances are classified as "Trade
Payables - Agreements" and payments are made to financial institutions under the same conditions as those originally agreed
with the supplier. As a result, all cash flow from these operations is presented as operating in the statement of cash flows. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2023, the balance payable
related to these operations is R$1,687 (R$2,039 as of December 31, 2022). |
13.3 |
Suppliers
- Agreements - Acquisition of Extra Stores |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On September and December, 2022, the GPA
realized the assignment of its receivables on the sale of Extra stores to the Company with a financial institution corresponding
to the installments due between 2023 and 2024. The Company's management, as the consenting party of the operation, evaluated the
contractual terms of the assignment of receivables and in accordance with CPC 26 (R1)/IAS 1 - Presentation of financial statements,
concluded that there was no modification in the conditions originally contracted with the GPA, maintaining the characteristic of
the terms and the payments of the installments will be made directly by the Company to the financial institution, maintaining the
same due dates and interest previously agreed with GPA. Therefore, Management concluded that the characteristic of the operation
was maintained as an accounts payable for the acquisition of the commercial points of the Extra Hiper stores. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2023,
the balance is R$2,739 (R$3,202 as of December 31, 2022). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
FINANCIAL INSTRUMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The main financial
instruments and their amount recorded in the interim financial information, by category, are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents |
|
|
|
|
|
|
|
5 |
|
4,134 |
|
5,842 |
|
|
|
|
|
|
|
|
|
|
Related
parties - assets |
|
|
|
|
|
|
|
9.1 |
|
270 |
|
252 |
|
|
|
|
|
|
|
|
|
|
Trade
receivables and other accounts receivable |
|
|
|
|
|
170 |
|
198 |
|
|
|
|
|
|
|
|
|
|
Fair
value through income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
of financial instruments at fair value |
|
|
|
|
|
14.6.1 |
|
228 |
|
182 |
|
|
|
|
|
|
|
|
|
|
Fair
value through other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables with credit card companies and sales tickets |
|
|
|
439 |
|
424 |
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
financial liabilities - amortized cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related
parties - liabilities |
|
|
|
|
|
|
|
9.1 |
|
(229) |
|
(261) |
|
|
|
|
|
|
|
|
|
|
Trade
payables na trade payables - Agreements |
|
|
|
13 |
|
(12,061) |
|
(13,779) |
|
|
|
|
|
|
|
|
|
|
Borrowings
and financing |
|
|
|
|
|
|
|
14.6.1 |
|
(1,221) |
|
(1,217) |
|
|
|
|
|
|
|
|
|
|
Debentures
and promissory notes |
|
|
|
|
|
14.7 |
|
(11,325) |
|
(11,025) |
|
|
|
|
|
|
|
|
|
|
Lease
liabilities |
|
|
|
|
|
|
|
16.1 |
|
(8,279) |
|
(8,360) |
|
|
|
|
|
|
|
|
|
|
Fair value through
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
and financing, including derivatives |
|
|
|
14.6.1 |
|
(303) |
|
(313) |
|
|
|
|
|
|
|
|
|
|
Loss
of financial instruments at fair value |
|
|
|
|
|
14.6.1 |
|
(33) |
|
(36) |
|
|
|
|
|
|
|
|
|
|
Net exposure |
|
|
|
|
|
|
|
|
|
|
|
(28,210) |
|
(28,093) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of other financial instruments
detailed in the table above approximates the carrying amount based on the existing payment terms and conditions. The financial instruments
measured at amortized cost, the fair values of wich differ from the carrying amounts are disclosed in note 14.4. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.1 |
Considerations on risk
factors that may affect the business of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.1.1 |
Credit Risk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In order to minimize the credit risk,
the investiment policies adopted establish in financial institutions approved by the Company’s Financial Committee, considering
the monetary limits and evaluations of financial instituions, which are regularly updated. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
Trade receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The credit risk related to trade receivables
is minimized by the fact that a large part of installment sales are made with credit cards. These receivables may be advanced at
any time, without right of recource, with banks or credit card companies, for the porpuse of providing working capital, generating
the derecognition of the accounts receivable. In addition the main acquirers used by the Company are related to first-tier financial
institutions with low credit risk. Additionally, mainly for trade receivables collected in installments, the Company monitors the
risk for the grating of credit and for the periodic analysis of the expected loss balances. |
|
|
|
|
|
|
|
|
|
|
|
|
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The Company also incurs counterparty risk
related to derivative instruments, this risk is mitigated by the carrying out transactions, according to policies approved by governance
bodies. |
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There are no amounts receivable that individually,
account for more than 5% of the accounts receivable or revenues. |
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14.1.2 |
Interest rate risk |
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The Company obtains borrowings and financing
with major financial institutions in order to meet cash requirements for investments. Accordingly, the Company is mainly exposed
to the risk of significant fluctuations in the interest rate, especially the rate related to derivative liabilities (foreign currency
exposure hedge) and indexed to CDI. The balance of cash and cash equivalents, indexed to CDI, partially offsets the risk of flutuations
in the interest rates. |
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14.1.3 |
Foreign currency exchange
rate risk |
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The fluctuations in the exchange rates
may increase the balances of borrowings foreign currency and for this reason the Company uses derivative financial instruments such
as swaps to mitigate the foreign exchange rate risk, converting the cost of debt into domestic currency and interest rates. |
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14.1.4 |
Capital risk management |
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The main objective of the Company’s
capital management is to ensure that the Company maintains its credit rating and a well-balanced equity ratio, in order to support
businesses and maximize shareholder value. The Company manages the capital structure and makes adjustments considering the changes
in the economic conditions. |
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The capital structure is as follows: |
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3/31/2023 |
|
12/31/2022 |
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|
Borrowings, financing,
debentures and promissory notes |
|
|
|
(12,882) |
|
(12,591) |
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|
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|
(-) Cash and cash equivalents |
|
|
|
|
|
|
4,134 |
|
5,842 |
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|
(-) Derivative financial
instruments |
|
|
|
|
|
228 |
|
182 |
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|
Net debt |
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|
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|
|
|
(8,520) |
|
(6,567) |
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Shareholders’
equity |
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|
|
|
3,980 |
|
3,896 |
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|
|
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|
% Net debt over Shareholders’
equity |
|
|
|
|
|
214% |
|
169% |
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14.1.5 |
Liquidity risk management |
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The Company manages
liquidity risk through daily monitoring of cash flows and control of maturities of financial assets and liabilities. |
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The table below summarizes the aging profile
of the Company’s financial liabilities as of March 31, 2023. |
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Less
than 1 year |
|
1
to 5 years |
|
More
than 5 years |
|
Total |
|
|
|
|
|
|
|
|
|
|
Borrowings and financing |
|
|
|
|
|
924 |
|
830 |
|
- |
|
1,754 |
|
|
|
|
|
|
|
|
|
|
Debenture and promissory
notes |
|
|
|
1,155 |
|
11,674 |
|
3,377 |
|
16,206 |
|
|
|
|
|
|
|
|
|
|
Derivative financial
instruments |
|
|
|
204 |
|
438 |
|
(715) |
|
(73) |
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
|
|
|
|
1,273 |
|
5,832 |
|
13,440 |
|
20,545 |
|
|
|
|
|
|
|
|
|
|
Trade payables |
|
|
|
|
|
|
7,635 |
|
- |
|
- |
|
7,635 |
|
|
|
|
|
|
|
|
|
|
Trade Payables - Agreements |
|
|
|
|
1,687 |
|
- |
|
- |
|
1,687 |
|
|
|
|
|
|
|
|
|
|
Trade payables - Agreements
- Acquisition of Extra Stores |
|
2,935 |
|
- |
|
- |
|
2,935 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
15,813 |
|
18,774 |
|
16,102 |
|
50,689 |
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|
The information was
prepared considering the undiscounted cash flows of financial liabilities based on the earliest date the Company may be required
to make the payment or be eligible to receive the payment. To the extent that interest rates are floating, the undiscounted amount
is obtained based on interest rate curves for the period ended March 31, 2023. Therefore, certain balances presented do not agree
with the balances represented in the balance sheets. |
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|
14.2 |
Derivative financial instruments |
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|
Notional
value |
|
Fair
value |
|
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|
|
|
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|
|
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|
|
|
3/31/2023 |
|
12/31/2022 |
|
3/31/2023 |
|
12/31/2022 |
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|
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|
Swap of hedge |
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|
|
|
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|
|
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|
|
|
|
|
Hedge
purpose (debt) |
|
|
|
2,360 |
|
2,360 |
|
2,588 |
|
2,542 |
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|
Long Position |
|
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|
Fixed
rate |
|
|
|
|
|
106 |
|
106 |
|
108 |
|
109 |
|
|
|
|
|
|
|
|
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|
USD
+ Fixed |
|
|
|
|
|
282 |
|
282 |
|
282 |
|
282 |
|
|
|
|
|
|
|
|
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|
Hedge
- CRI |
|
|
|
|
|
1,972 |
|
1,972 |
|
2,198 |
|
2,151 |
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|
Short Position |
|
|
|
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|
(2,360) |
|
(2,360) |
|
(2,393) |
|
(2,396) |
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|
Net hedge position |
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|
|
- |
|
- |
|
195 |
|
146 |
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|
Realized and unrealized
gains and losses on these contracts during the period ended March 31, 2023, are recorded as financial revenues or expenses, net and
the balance receivable at fair value is R$195 (balance receivable of R$146 as of December 31, 2022). The assets are recorded as “derivate
financial instruments” and the liability as “borrowings and financing”. |
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The effects of the
hedge at fair value through income for the period ended March 31, 2023, resulted in a gain of R$12 (loss of R$4 as of March 31, 2022),
recorded under cost of debt, see note 23. |
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14.2.1 |
Fair values of derivative
financial instruments |
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Fair value is the amount for which an
asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. |
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The fair values are calculated based on
projected future cash flow, using the future CDI curves released by B3, plus the operation spreads, and discounting them to present
value using the same CDI curves by B3. |
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The fair values of exchange coupon swaps
versus CDI rate were obtained using the exchange rates effective at the reporting date and the rates projected by the market based
on the currency coupon curves. |
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In order to calculate the coupon of foreign
currency indexed-positions, the straight-line convention - 360 consecutive days was adopted and to calculate the coupon of CDI indexed-positions,
the exponential convention - 252 business days was adopted. |
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14.3 |
Sensitivity analysis of
financial instruments |
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According to Management's
assessment, the most probable scenario considered was, on the maturity date of each transaction, the market curves (currencies
and interest) of B3. |
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Therefore, in the
probable scenario (I) there is no impact on the fair value of financial instruments. For scenarios (II) and (III), for the exclusive
effect of sensitivity analysis, a deterioration of 5% and 10%, respectively, in the risk variables was considered, up to one year
of financial instruments. |
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|
For the probable
scenario, the weighted exchange rate defined was R$5.20 on the due date, and the weighted interest rate (CDI) was 12.94% per year. |
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In the case of derivative
financial instruments (aiming at hedging the financial debt), the variations of the scenarios are accompanied by the respective hedges,
indicating that the effects are not significant. |
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The Company disclosed
the net exposure of the derivative financial instruments, the corresponding financial instruments and certain financial instruments
in the sensitivity analysis table below, for each of the mentioned scenarios: |
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|
Market
projections |
|
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|
|
Transactions |
|
|
|
Note |
|
Risk
(Rate Increase) |
|
As
of 3/31/2023 |
|
Scenario
(I) |
|
Scenario
(II) |
|
Scenario
(III) |
|
|
|
|
Borrowings and financing |
|
|
|
|
|
14.6.1 |
|
CDI
+ 1.55% per year |
|
(1,227) |
|
(167) |
|
(175) |
|
(183) |
|
|
|
|
Borrowings and financing
(fixed rate) |
|
|
|
14.6.1 |
|
TR
+ 9.80% |
|
(46) |
|
(58) |
|
(62) |
|
(66) |
|
|
|
|
Borrowings and financing
(foreign currency) |
|
|
|
14.6.1 |
|
USD
+ 1.06% per year |
|
(283) |
|
15 |
|
2 |
|
(11) |
|
|
|
|
Debentures and promissory
notes |
|
|
|
14.6.1 |
|
CDI
+ 1.45% per year |
|
(11,426) |
|
(1,556) |
|
(1,634) |
|
(1,711) |
|
|
|
|
Total net effect (loss) |
|
|
|
|
|
|
|
|
|
(12,982) |
|
(1,766) |
|
(1,869) |
|
(1,971) |
|
|
|
|
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|
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|
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|
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|
|
Cash equivalents |
|
|
|
|
|
5 |
|
95.07% |
|
4,007 |
|
507 |
|
532 |
|
557 |
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
Net exposure loss |
|
|
|
|
|
|
|
|
|
|
|
(8,975) |
|
(1,259) |
|
(1,337) |
|
(1,414) |
|
|
|
|
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|
|
14.4 |
Fair value measurement |
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|
The Company discloses
the fair value of financial instruments measured at fair values and of financial instruments measured at amortized cost, the fair
value of which differ from the carrying amounts, pursuant to CPC 46/IFRS 13, which address the concepts of measurement and disclosure
requirements. The fair value hierarchy levels are defined below: |
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|
|
Level 1: fair value
measurement at the balance sheet date using quoted prices (unadjusted) in active markets for identical assets or liabilities to which
entity may have access at the measurement date. |
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|
|
Level 2: fair value
measurement at the balance sheet date using other significant observable assumptions for the asset or liability, either directly
or indirectly, except quoted prices included in Level 1. |
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|
|
Level 3: fair value
measurement at the balance sheet date using non-observable data for the asset or liability. |
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|
|
The fair values of
cash and cash equivalents, trade receivables and trade payables approximate their carrying amounts. |
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|
|
The table below sets
forth the fair value hierarchy of financial assets and liabilities measured at fair value of financial instruments measured at amortized
cost, for which the fair value has been disclosed in the interim financial information: |
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|
Carrying
amount |
|
Fair
value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
3/31/2023 |
|
12/31/2022 |
|
Level |
|
|
|
|
|
|
Trade
receivables with credit cards companies and sales tickets |
|
439 |
|
424 |
|
439 |
|
424 |
|
2 |
|
|
|
|
|
|
Interest
rate swaps between currencies |
|
|
|
|
|
(33) |
|
(36) |
|
(33) |
|
(36) |
|
2 |
|
|
|
|
|
|
Interest
rate swaps |
|
|
|
|
|
|
|
2 |
|
2 |
|
2 |
|
2 |
|
2 |
|
|
|
|
|
|
Interest
rate swaps - CRI |
|
|
|
|
|
|
|
226 |
|
180 |
|
226 |
|
180 |
|
2 |
|
|
|
|
|
|
Borrowings,
financing and debentures (fair value) |
|
|
|
(2,487) |
|
(2,435) |
|
(2,487) |
|
(2,435) |
|
2 |
|
|
|
|
|
|
Borrowings,
financing and debentures (amortized cost) |
|
|
|
(10,362) |
|
(10,120) |
|
(10,241) |
|
(9,974) |
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,215) |
|
(11,985) |
|
(12,094) |
|
(11,839) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There
were no changes between fair value measurement hierarchy levels during the period ended March 31, 2023. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
rate swaps, cross-currency and borrowings and financing are classified in Level 2 since the fair value of such financial instruments
was determined based on readily observable inputs, such as expected interest rate and current and future foreign exchange rate. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.5 |
Operations
with derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company has derivative contracts with the following prime financial institutions. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
outstanding derivative financial instruments are presented in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
|
|
Notional
value |
|
Due
date |
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD - BRL |
|
|
|
|
|
|
|
USD50 |
|
2023 |
|
(33) |
|
(36) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPCA - BRL |
|
|
|
|
|
|
|
R$1,972 |
|
2028, 2029 and 2031 |
|
226 |
|
180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps registered at CETIP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-fixed rate x CDI |
|
|
|
|
|
R$54 |
|
2027 |
|
1 |
|
1 |
|
|
|
|
|
|
Pre-fixed rate x CDI |
|
|
|
|
|
R$52 |
|
2027 |
|
1 |
|
1 |
|
|
|
|
|
|
Derivatives - Fair
value hedge - Brazil |
|
|
|
|
|
|
|
195 |
|
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.6 |
Borrowings
and financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.6.1 |
Debt
breakdown |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average |
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures
and promissory notes |
|
CDI
+ 1.56 per year |
|
541 |
|
454 |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs |
|
|
|
|
|
|
|
(24) |
|
(23) |
|
|
|
|
|
|
|
|
|
|
|
|
Total debentures and promissory notes |
|
|
|
|
|
517 |
|
431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
' |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings and financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In domestic currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital |
|
|
|
TR
+ 9.80% |
|
12 |
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital |
|
|
|
CDI
+ 1.16% per year |
|
527 |
|
523 |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs |
|
|
|
|
|
|
|
(4) |
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
Total domestic currency |
|
|
|
|
|
|
|
535 |
|
531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital |
|
|
|
USD
+ 1.06% per year |
|
254 |
|
262 |
|
|
|
|
|
|
|
|
|
|
|
|
Total in foreign currency |
|
|
|
|
|
|
|
254 |
|
262 |
|
|
|
|
|
|
|
|
|
|
|
|
Total of borrowings and financing |
|
|
|
|
|
789 |
|
793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
contracts |
|
|
|
CDI
+ 0.89% per year |
|
(34) |
|
(27) |
|
|
|
|
|
|
|
|
|
|
|
|
Swap
contracts |
|
|
|
CDI
+ 1.35% per year |
|
33 |
|
36 |
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative financial instruments |
|
|
|
|
|
(1) |
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current |
|
|
|
|
|
|
|
|
|
1,305 |
|
1,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average |
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debenture
and promissory notes |
|
CDI
+ 1.44% per year |
|
10,885 |
|
10,669 |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs |
|
|
|
|
|
|
|
(77) |
|
(75) |
|
|
|
|
|
|
|
|
|
|
|
|
Total debentures and
promissory notes |
|
|
|
|
|
10,808 |
|
10,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings and financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In domestic currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital |
|
|
|
TR
+ 9.80% |
|
37 |
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital |
|
|
|
CDI
+ 1.84% per year |
|
700 |
|
700 |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs |
|
|
|
|
|
|
|
(2) |
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
Total of domestic
currrency |
|
|
|
|
|
|
|
735 |
|
737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of borrowings
and financing |
|
|
|
|
|
735 |
|
737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial
instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
contracts |
|
|
|
CDI
+ 0,89 a.a. |
|
(194) |
|
(155) |
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative financial
instruments |
|
|
|
|
|
(194) |
|
(155) |
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current |
|
|
|
|
|
|
|
11,349 |
|
11,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
12,654 |
|
12,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current asset |
|
|
|
|
|
|
|
|
|
34 |
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current asset |
|
|
|
|
|
|
|
194 |
|
155 |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
1,339 |
|
1,260 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
11,543 |
|
11,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.6.2 |
Rollforward
of borrowings and financing |
|
|
|
|
|
|
|
|
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December
31, 2021 |
|
|
|
8,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funding |
|
|
|
|
|
|
|
2,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs |
|
|
|
|
|
(17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
provision |
|
|
|
|
|
302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
contracts |
|
|
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark-to-market |
|
|
|
|
|
(58) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
rate and monetary variation |
|
|
|
(42) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs amortization |
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
amortization |
|
|
|
|
|
(43) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
amortization |
|
|
|
|
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
amortization |
|
|
|
|
|
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March
31, 2022 |
|
|
|
|
10,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December
31, 2022 |
|
|
|
12,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs (i) |
|
|
|
|
|
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
provision |
|
|
|
|
|
449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
contracts |
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark-to-market |
|
|
|
|
|
(19) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
rate and monetary variation |
|
|
|
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
costs amortization |
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
amortization |
|
|
|
|
|
(142) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
amortization |
|
|
|
|
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap
amortization |
|
|
|
|
|
(36) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March
31, 2023 |
|
|
|
|
12,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Costs related to
negotiating of waiver for granting consent to change share control, as disclosed in note 1, in capital market operations, carried
out over the period, without changing other contractual clauses with financial institutions. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.6.3 |
Schedule
of non-current maturities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity |
|
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
1 to 2 years |
|
4,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
2 to 3 years |
|
1,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
3 to 4 years |
|
1,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
4 to 5 years |
|
1,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More
than 5 years |
|
2,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
11,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing
cost |
|
(79) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
11,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.7 |
Debentures
and promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue
amount (in thousands) |
|
Outstanding
debentures (units) |
|
Issue |
|
Maturity |
|
Annual
financial charges |
|
Unit
price (in Reais) |
|
3/31/2023 |
|
12/31/2022 |
|
|
First Issue of Promissory
Notes - 4th
series |
|
250 |
|
5 |
|
7/4/2019 |
|
7/4/2023 |
|
CDI
+ 0.72% per year |
|
65,660,563 |
|
328 |
|
317 |
|
|
First Issue of Promissory
Notes - 5th
series |
|
200 |
|
4 |
|
7/4/2019 |
|
7/4/2024 |
|
CDI
+ 0.72% per year |
|
65,660,563 |
|
263 |
|
254 |
|
|
First Issue of Promissory
Notes - 6th
series |
|
200 |
|
4 |
|
7/4/2019 |
|
7/4/2025 |
|
CDI
+ 0.72% per year |
|
65,660,563 |
|
263 |
|
254 |
|
|
Second Issue of Debentures
- 1st series |
|
940,000 |
|
940,000 |
|
6/1/2021 |
|
5/20/2026 |
|
CDI
+ 1.70% per year |
|
1,054 |
|
992 |
|
957 |
|
|
Second Issue of Debentures
- 2nd series |
|
660,000 |
|
660,000 |
|
6/1/2021 |
|
5/22/2028 |
|
CDI
+ 1.95% per year |
|
1,055 |
|
696 |
|
672 |
|
|
Second Issue of Promissory
Notes - 1st
series |
|
1,250,000 |
|
1,250,000 |
|
8/27/2021 |
|
8/27/2024 |
|
CDI
+ 1.47% per year |
|
1,215 |
|
1,519 |
|
1,467 |
|
|
Second Issue of Promissory
Notes - 2nd series |
|
1,250,000 |
|
1,250,000 |
|
8/27/2021 |
|
2/27/2025 |
|
CDI
+ 1.53% per year |
|
1,216 |
|
1,520 |
|
1,468 |
|
|
Third
Issue of Debentures - 1st
series - CRI |
|
982,526 |
|
982,526 |
|
10/15/2021 |
|
10/16/2028 |
|
IPCA
+ 5.15% per year |
|
1,129 |
|
1,110 |
|
1,072 |
|
|
Third
Issue of Debentures - 2nd
series - CRI |
|
517,474 |
|
517,474 |
|
10/15/2021 |
|
10/15/2031 |
|
IPCA
+ 5.27% per year |
|
1,130 |
|
585 |
|
565 |
|
|
Fourth
Issue of Debentures - single series |
|
2,000,000 |
|
2,000,000 |
|
1/7/2022 |
|
11/26/2027 |
|
CDI
+ 1.75% per year |
|
1,051 |
|
2,103 |
|
2,028 |
|
|
First
Issue of Commercial Paper Notes - single series |
|
750,000 |
|
750,000 |
|
2/10/2022 |
|
2/9/2025 |
|
CDI
+ 1.70% per year |
|
1,019 |
|
764 |
|
793 |
|
|
Fifth
Issue of Debentures - single series - CRI |
|
250,000 |
|
250,000 |
|
4/5/2022 |
|
3/28/2025 |
|
CDI
+ 0.75% per year |
|
1,001 |
|
250 |
|
258 |
|
|
Sixth
Issue of Debentures - 1st
series - CRI |
|
72,962 |
|
72,962 |
|
9/28/2022 |
|
9/11/2026 |
|
CDI
+ 0.60% per year |
|
1,006 |
|
73 |
|
75 |
|
|
Sixth
Issue of Debentures - 2nd
series - CRI |
|
55,245 |
|
55,245 |
|
9/28/2022 |
|
9/13/2027 |
|
CDI
+ 0.70% per year |
|
1,006 |
|
56 |
|
57 |
|
|
Sixth
Issue of Debentures - 3rd
series - CRI |
|
471,793 |
|
471,793 |
|
9/28/2022 |
|
9/13/2029 |
|
IPCA
+ 6.70% per year |
|
1,036 |
|
489 |
|
485 |
|
|
Second
Issue of Commercial Paper Notes - single series |
|
400,000 |
|
400,000 |
|
12/26/2022 |
|
12/26/2025 |
|
CDI
+ 0.93% per year |
|
1,037 |
|
415 |
|
401 |
|
|
Borrowing
cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(101) |
|
(98) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,325 |
|
11,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
517 |
|
431 |
|
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,808 |
|
10,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company issues debentures to strengthen its working capital, maintain its cash strategy, lengthen its debt and investment profile.
The debentures issued are non-preemptive, non-convertible into shares, do not have renegotiation clauses and do not have guarantee. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.8 |
Borrowings
in foreign currencies |
|
As of March 31, 2023,
the Company has borrowings in foreign currency (US dollar) to strengthen its working capital, maintain its cash strategy, and lengthen
its debt and investment profile. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.9 |
Guarantees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has signed
a promissory note for a borrowing agreement with Scotiabank in the amount of USD50 million, which can be executed after maturity
and non-payment of the borrowing. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.10 |
Swap contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company uses
swap operations for 100% of its borrowings denominated in US dollars, fixed interest rates and IPCA, exchanging these liabilities
for Real pegged to the CDI (floating) interest rates. The annual average rate of the CDI at March 31, 2023 was 13.28% (12.43% at
December 31, 2022). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.11 |
Financial covenants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In connection with
the debentures and promissory notes issued and part of borrowing operations in foreign currency, the Company is required to maintain
certain financial ratios. These ratios are calculated quarterly based on the Company’s interim financial information prepared
in accordance with the accounting practices adopted in Brazil, as follows: (i) consolidated net debt / equity less than or equal
to 3.00 not exceeding equity; and (ii) consolidated net debt/EBITDA ratio should be lower than or equal to 3.00. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2023,
the Company was fulfilled all contractual obligations and in compliant with these ratios. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
PROVISION FOR LEGAL PROCEEDINGS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for
legal proceedings is estimated by the Company and supported by its legal counsel and was established in an amount considered sufficient. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
claims |
|
Social
security and labor |
|
Civil |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2021 |
|
109 |
|
69 |
|
27 |
|
205 |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
1 |
|
16 |
|
2 |
|
19 |
|
|
|
|
|
|
|
|
|
|
|
Reversals |
|
|
|
|
|
- |
|
(6) |
|
- |
|
(6) |
|
|
|
|
|
|
|
|
|
|
|
Payments |
|
|
|
|
|
- |
|
(5) |
|
(9) |
|
(14) |
|
|
|
|
|
|
|
|
|
|
|
Monetary
correction |
|
|
|
1 |
|
1 |
|
- |
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2022 |
|
|
111 |
|
75 |
|
20 |
|
206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted deposits for legal proceedings |
|
(64) |
|
(42) |
|
(2) |
|
(108) |
|
|
|
|
|
|
|
|
|
|
|
Net provision of judicial deposits |
|
47 |
|
33 |
|
18 |
|
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
claims |
|
Social
security and labor |
|
Civil |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2022 |
|
55 |
|
86 |
|
24 |
|
165 |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
7 |
|
55 |
|
3 |
|
65 |
|
|
|
|
|
|
|
|
|
|
|
Reversals |
|
|
|
|
|
- |
|
(6) |
|
(2) |
|
(8) |
|
|
|
|
|
|
|
|
|
|
|
Payments |
|
|
|
|
|
(4) |
|
(9) |
|
(1) |
|
(14) |
|
|
|
|
|
|
|
|
|
|
|
Monetary
correction |
|
|
|
- |
|
2 |
|
1 |
|
3 |
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2023 |
|
|
58 |
|
128 |
|
25 |
|
211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted deposits for legal proceedings |
|
(1) |
|
(25) |
|
(9) |
|
(35) |
|
|
|
|
|
|
|
|
|
|
|
Net provision of judicial deposits |
|
57 |
|
103 |
|
16 |
|
176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.1 |
Tax claims |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax claims are subject
by law to monthly monetary adjustment, which refers to an adjustment to the provision based on indexing rates adopted by each tax
jurisdiction. Both interest charges and fines, where applicable, were calculated and provisioned with respect to unpaid amounts. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has other
tax claims, which according to its legal counsels’ analysis, were provisioned, namely: (i) discussions on the non-application
of the Accident Prevention Factor (FAP); (ii) discussions with State tax authorities on ICMS tax rate calculated in electricity bills;
(iii) IPI in the resale of imported products; and (iv) other matters. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount provisioned
for these matters as of March 31, 2023, is R$58 (R$55 as of December 31, 2022). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.2 |
Social
security and labor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company is a party to various labor proceedings, especially due to dismissals in the regular course of business. As of March 31,
2023, the Company recorded a provision of R$128 (R$86 as of December 31, 2022), referring to a potential risk of loss relating to
labor claims. Management, with the assistance of its legal counsels, assesses these claims and records provisions for losses when
reasonably estimated, considering previous experiences in relation to amounts claimed. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.3 |
Civil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company is party to civil proceedings (indemnifications, collections, among others) that are in different procedural phases and various
central courts. Management records provisions in amounts considered sufficient to cover unfavorable court decisions when its internal
and external legal counsel assess the losses to be probable. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Among
these proceedings, we highlight the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company is party to various lawsuits requesting the renewal of rental agreements and the review of the current rent paid. The Company
records a provision for the difference between the amount originally paid by stores and the amounts claimed by the adverse party
in the lawsuit when internal and external legal counsels consider the probability of changing the lease amount paid by the entity.
As of March 31, 2023, the amount of the provision for these lawsuits is R$20 (R$19 as of December 31, 2022), for which there are
no judicial deposits for legal proceedings. |
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|
|
The
Company is party to certain lawsuits relating to the fines applied by inspection bodies of direct and indirect administration of
the federal government, states, and municipalities, including consumer defense bodies (PROCONs, INMETRO, and local governments).
The Company, with thw assistence of its legal counsel, assesses these claims recording provisions for probable cash disbursements,
according to the estimate of loss. As of March 31, 2023, the amount of provision for these lawsuits is R$5 (R$5 as of December 31,
2022). |
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|
The
Company’s total civil, regulatory and property claims as of March 31, 2023, is R$25 (R$24 as of December 31, 2022). |
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|
15.4 |
Contingent
liabilities not accrued |
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|
The
Company is a party to other litigations for which the risk of loss was classified by its legal counsel to be possible, therefore,
not accrued, totaling an updated amount of R$2,502 as of March 31, 2023 (R$2,443 as of December 31, 2022), which are mainly related
to: |
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|
IRPJ
(corporate income tax), IRRF (withholding income tax), CSLL (social contribution on net income) – The Company received several
tax assessment notices relating to tax offsetting proceedings, goodwill tax amortization disallowance, disagreements regarding payments
and overpayments, fines for non-compliance with ancillary obligation, among other less relevant issues. The amount involved corresponds
to R$622 as of March 31, 2023 (R$612 as of December 31, 2022). |
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|
|
COFINS
and PIS (federal taxes on gross revenues) – The Company has been questioned about discrepancies in payments and overpayments;
fine for non-compliance with ancillary obligation, disallowance of COFINS and PIS credits, among other issues. These proceedings
are pending judgment at the administrative and judicial levels. The amount involved in these tax assessments is R$663 as of March
31, 2023 (R$650 as of December 31, 2022). |
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|
ICMS
(State VAT) – The Company received tax assessment notices from State tax authorities in connection with credits from: (i) purchases
from suppliers considered unqualified by the registry of the State Revenue Service, and (ii) among others matters. These tax assessments
amount to R$1,115 as of March 31, 2023 (R$1,084 as of December 31, 2022). These proceedings are pending final judgment at the administrative
and judicial levels. |
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|
ISS
(services tax), IPTU (urban property tax), Fees and other – The Company has received tax assessments relating to discrepancies
in payments of IPTU, fines for non-compliance with ancillary obligations, ISS – refund of advertising expenses and various
fees, totaling R$17 as of March 31, 2023 (R$16 as of December 31, 2022). These proceedings are pending judgment at the administrative
and judicial levels. |
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|
|
INSS
(national institute of social security) – The Company was assessed for divergences in the FGTS and Social Security form (GFIP),
offsets not approved, among other matters, with possible losses of R$23 as of March 31, 2023 (R$23 as of December 31, 2022). Proceedings
have been discussed in the administrative and judicial level. |
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Other
litigation – These proceedings refer to real estate lawsuits in which the Company claims the renewal of lease agreements and
rents according to market prices. These lawsuits involve proceedings in civil court, as well as administrative proceedings filed
by inspection bodies, such as the consumer defense body (PROCONs), the National Institute of Metrology, Standardization and Industrial
Quality – INMETRO, the National Agency of Sanitary Surveillance – ANVISA, among others, totaling R$47 as of March 31,
2023 (R$44 as of December 31, 2022). |
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|
Three
collective proceedings were opened due to an approach to a customer, in August 2021 at the store in Limeira - SP, in which claim
supposed racial issues. All were duly answered. One of them has already been extinguished by the judiciary without major effects.
As of March 31, 2023, there are still two lawsuits in progress and, given the subjectivity of the matter, it is still not possible
to reasonably estimate the amounts involved. A significant impact on the interim financial information is not yet expected. |
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|
The
Company engages external legal counsel to represent it in tax matters, whose fees are contingent on the final outcome of the lawsuits.
Percentages may vary according to qualitative and quantitative factors of each proceeding, as of March 31, 2023, the estimated amount,
in case of success of all lawsuits, was approximately R$15 (R$14 as of December 31, 2022). |
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|
|
15.5 |
Guarantees |
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|
|
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|
|
The Company provided
bank guarantees and insurance guarantees for judicial proceedings of a civil, tax and labor nature, described below: |
|
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|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawsuits |
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
773 |
|
640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Labor |
|
|
|
|
|
88 |
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Civil and others |
|
|
|
|
488 |
|
302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
1,349 |
|
1,039 |
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
The cost of guarantees
at March 31, 2023 is aproximately 0.30% per year of the amount of the lawsuits (0.31% as at March 31, 2022) and is recorded as a
financial expense. |
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|
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|
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|
|
15.6 |
Restricted
deposits for legal proceedings |
|
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|
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|
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|
|
|
|
The Company is challenging
the payment of certain taxes, contributions, and labor liabilities and made judicial deposits in amounts equivalent to the final
court decisions, as well as judicial deposits related to the provision for legal claims. |
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
The Company recorded
amounts referring to judicial deposits in its assets as follows. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawsuits |
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
12 |
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Labor |
|
|
|
|
|
30 |
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Civil and others |
|
|
|
|
10 |
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
52 |
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
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|
|
16 |
LEASE
LIABILITIES |
|
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|
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|
|
16.1 |
Minimum
future payments and potential right of PIS and COFINS |
|
|
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|
|
|
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|
|
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|
|
|
|
|
|
|
|
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|
|
Lease contracts totaled
R$8,279 as of March 31, 2023 (R$8,360 as of December 31, 2022). The minimum future payments, according to lease agreements, with
the present value of minimum lease payments, are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
Lease
liabilities - minimum payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
than 1 year |
|
|
|
|
|
|
|
|
|
349 |
|
435 |
|
|
|
|
|
|
|
|
|
|
From
1 to 5 years |
|
|
|
|
|
|
|
|
|
1,640 |
|
1,646 |
|
|
|
|
|
|
|
|
|
|
More
than 5 years |
|
|
|
|
|
|
|
|
|
6,290 |
|
6,279 |
|
|
|
|
|
|
|
|
|
|
Present
value of lease liabilities |
|
|
|
|
|
|
|
8,279 |
|
8,360 |
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
349 |
|
435 |
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
|
7,930 |
|
7,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Future
financing charges |
|
|
|
|
|
|
|
|
|
12,266 |
|
12,318 |
|
|
|
|
|
|
|
|
|
|
Gross
amount of financial lease agreements |
|
|
|
|
|
|
|
20,545 |
|
20,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIS
and COFINS embedded in the present value of lease agreements |
|
|
|
503 |
|
508 |
|
|
|
|
|
|
|
|
|
|
PIS
and COFINS embedded in the gross value of lease agreements |
|
|
|
1,249 |
|
1,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities interest
expense is stated in note 23. The Company´s incremental interest rate at the agreement signing date was 12.23% in the period
ended March 31, 2023 (12.20% at December 31, 2022). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If the Company adopts
the projection of inflation embedded in the nominal incremental rate and converting to a present value as a calculation method, the
average percentage of inflation to be project for year would be approximately 8.80% (8.74% at December 31, 2022). The average term
of the agreements analyzed is 18.22 years. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.2 |
Lease
liability rollforward |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2021 |
|
|
|
|
|
|
|
4,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Addition
- Lease |
|
|
|
|
|
|
|
1,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease
modification |
|
|
|
|
|
|
|
145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
provision |
|
|
|
|
|
|
|
145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
amortizations |
|
|
|
|
|
|
|
(28) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
amortization |
|
|
|
|
|
|
|
(135) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 |
|
|
|
|
|
|
|
6,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2022 |
|
|
|
|
|
|
|
8,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Addition
- Lease |
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease
modification |
|
|
|
|
|
|
|
162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
provision |
|
|
|
|
|
|
|
239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
amortizations |
|
|
|
|
|
|
|
(151) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
amortization |
|
|
|
|
|
|
|
(238) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Write-off
due to early termination of agreement |
|
|
|
(120) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2023 |
|
|
|
|
|
|
|
8,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.3 |
Lease
expense on variable rents, low-value, and short-term assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Expenses) revenues of the period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variables (1% to 2%
of sales) |
|
|
|
|
|
(6) |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subleases (i) |
|
|
|
|
|
|
|
21 |
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Refers mainly
to the revenue from lease agreements receivable from commercial galleries. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
16.4 |
Additional
information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
In accordance with OFÍCIO-CIRCULAR/CVM/SNC/SEP/N°02/2019
the Company adopted as an accounting policy the requirements of CPC 06 (R2)/IFRS16 - Leases, in the measurement and remeasurement
of its right of use, using the discounted cash flow model, without considering inflation. |
|
|
|
|
|
To safeguard the faithful
representation of information to meet the requirements of CPC 06 (R2)/IFRS16 - Leases, and the guidelines of the CVM technical areas,
the balances of assets and liabilities without inflation, effectively accounted for (real flow x real rate) are provided , and the
estimate of inflated balances in the comparison periods (nominal flow x nominal rate). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
Other assumptions, such
as the maturity schedule of the liabilities and the interest rates used in the calculation, are disclosed in other items of this
same explanatory note, as well as the inflation indexes are observable in the market, so that the nominal flows can be prepared by
the users of interim financial information. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31/03/2023 |
|
12/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real flow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right of use assets |
|
|
|
|
7,569 |
|
7,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Liabilities |
|
|
|
|
20,545 |
|
20,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded interest |
|
|
|
|
(12,266) |
|
(12,318) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,279 |
|
8,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflated flow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right of use assets |
|
|
|
|
11,933 |
|
11,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Liabilities |
|
|
|
33,393 |
|
33,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded interest |
|
|
|
(18,430) |
|
(18,501) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,963 |
|
14,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
17 |
DEFERRED
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale and Leaseback |
|
|
|
|
|
- |
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental of spaces in stores (i) |
|
224 |
|
259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Checkstand (ii) |
|
|
|
|
|
54 |
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial agreement
- payroll (iii) |
|
|
|
37 |
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing and others |
|
|
|
|
|
19 |
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
334 |
|
359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
305 |
|
328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
29 |
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
Rental of backlight panels. |
|
|
(ii)
Supplier product exhibition modules, or check stands, rental of point of sale displays. |
|
|
(iii)
Commercial agreement with a financial institution for exclusivity in payroll processing. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
INCOME
TAX AND SOCIAL CONTRIBUTION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.1 |
Reconciliation
of income tax and social contribution expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
(Loss) Income before income tax and social
contribution |
|
(11) |
|
223 |
|
|
|
|
|
|
|
|
|
|
|
Expense of income tax and social contribution,
for nominal rate (34%) |
|
|
|
4 |
|
(76) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reflect the effective
rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
of profits |
|
|
|
|
|
|
|
4 |
|
3 |
|
|
|
|
|
|
|
|
|
|
|
ICMS
subsidy - tax incentives (i) |
|
|
|
|
|
|
|
72 |
|
55 |
|
|
|
|
|
|
|
|
|
|
|
Monetary
correction credits |
|
|
|
|
|
|
|
5 |
|
10 |
|
|
|
|
|
|
|
|
|
|
|
Other
permanent differences |
|
|
|
|
|
|
|
(2) |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
Effective income tax |
|
|
|
|
|
|
|
83 |
|
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax and social contribution for
the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
- |
|
(18) |
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
83 |
|
9 |
|
|
|
|
|
|
|
|
|
|
|
Benefits (expense) tax and social contribution |
|
|
|
|
|
83 |
|
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective rate |
|
|
|
|
|
|
|
-754.5% |
|
4.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
The Company has tax benefits that are characterized as investment subsidies as provided for in Complementary Law n°160/17 and
Law n°12,973/14. In the period ended March 31, 2023, the Company excluded the IRPJ and CSLL calculation bases from the amount
constituted in the tax incentive reserve, see note 19.3. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.2 |
Breakdown
of deferred income tax and social contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The main components of
deferred income tax and social contribution in the balance sheets are the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
Liabilities |
|
Net |
|
Assets |
|
Liabilities |
|
Net |
|
|
|
|
Deferred
income tax and social contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
losses |
|
|
|
|
|
|
|
|
|
312 |
|
- |
|
312 |
|
213 |
|
- |
|
213 |
|
|
|
|
Provision
for legal proceedings |
|
|
|
|
|
60 |
|
- |
|
60 |
|
44 |
|
- |
|
44 |
|
|
|
|
Exchange
rate variation |
|
|
|
|
|
|
|
- |
|
(41) |
|
(41) |
|
- |
|
(28) |
|
(28) |
|
|
|
|
Goodwill
tax amortization |
|
|
|
|
|
|
|
- |
|
(317) |
|
(317) |
|
- |
|
(317) |
|
(317) |
|
|
|
|
Fair
value adjustment |
|
|
|
|
|
|
|
- |
|
(36) |
|
(36) |
|
- |
|
(29) |
|
(29) |
|
|
|
|
Property,
plant and equipment and intangible assets |
|
|
|
29 |
|
- |
|
29 |
|
30 |
|
- |
|
30 |
|
|
|
|
Loss
not realized with tax credits |
|
|
|
|
|
- |
|
(28) |
|
(28) |
|
- |
|
(6) |
|
(6) |
|
|
|
|
Provision
for restructuring |
|
|
|
|
|
|
|
12 |
|
- |
|
12 |
|
12 |
|
- |
|
12 |
|
|
|
|
Provision
of inventory |
|
|
|
|
|
|
|
18 |
|
- |
|
18 |
|
26 |
|
- |
|
26 |
|
|
|
|
Borrowing
costs |
|
|
|
|
|
|
|
- |
|
(36) |
|
(36) |
|
- |
|
(35) |
|
(35) |
|
|
|
|
Lease
net of right of use |
|
|
|
|
|
|
|
104 |
|
- |
|
104 |
|
101 |
|
- |
|
101 |
|
|
|
|
Others |
|
|
|
|
|
|
|
|
|
11 |
|
- |
|
11 |
|
- |
|
(5) |
|
(5) |
|
|
|
|
Gross
deferred income tax and social contribution assets (liabilities) |
|
546 |
|
(458) |
|
88 |
|
426 |
|
(420) |
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
(458) |
|
458 |
|
- |
|
(420) |
|
420 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
deferred income tax and social contribution assets (liabilities), net |
|
88 |
|
- |
|
88 |
|
6 |
|
- |
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management has assessed
the future realization of deferred tax assets, considering the projections of future taxable income, in the context of the main variables
of its businesses. This assessment was based on information from the strategic planning report approved by the Company´s Board
of Directors. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company estimates
the recovery of the deferred tax assets as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years |
|
Amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up to 1 year |
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From 1 year to 2 years |
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From 2 years to 3 years |
|
317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More than 5 years |
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.3 |
Rollforward
of deferred income tax and social contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
At
the beginning of the period |
|
|
|
|
|
|
6 |
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
Benefits
(expenses) in the period |
|
|
|
|
|
83 |
|
(40) |
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax effect |
|
|
|
|
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(1) |
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1 |
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At
the end of the period |
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88 |
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6 |
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19 |
SHAREHOLDERS’
EQUITY |
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19.1 |
Capital
stock and stock rights |
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The capital stock, fully
subscribed and paid-up as of March 31, 2023, is R$1,265 (R$1,263 as of December 31, 2022), represented by 1,350,256,496 common shares
(1,349,165,394 as of December 31, 2022), all registered and without par value. According to the Company's bylaws, the Company’s
authorized capital may be increased up to 2 billion common shares. |
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On February 15, 2023,
the Board of Directors approved a capital contribution in the amount of R$1, through the issuance of 59,870 common shares. |
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On March 28, 2023, the
Board of Directors approved a capital contribution in the amount of R$1, through the issuance of 1,031,232 common shares. |
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19.2 |
Distribution
of dividends and interest on own capital |
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At a meeting of the Board
of Directors held on December 23, 2022, the advance payment of interest on own capital in the gross amount of R$50 was approved,
on which the withholding tax was deducted in the amount of R$7, corresponding to the net amount of R$43. The effective payment occured
on February 17, 2023. |
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On March 28, 2023, the
management's proposal was disclosed to the market in relation to the amounts of dividends and allocation of the Company's income
on December 31, 2022. The management's proposal was approved on April 27,2023, see note 27.2. |
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19.3 |
Tax incentive
reserve |
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In compliance with the
provisions of Complementary Law 160/17 and Law 12.973/14, tax incentive reserve by the States and the Federal District are considered
a subsidy for investment deductible for the calculation of income tax and social contribution. Thus, for the period ended March 31,
2023, the Company allocated the amount of R$211 (R$163 on March 31,2022) to the tax incentive reserve, of which R$72 refers to tax
incentives generated in 2023 and R$139 to be recognized when the Company demonstrate income in subsequent periods. |
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As provided for in article
30 of Law 12,973/14, the tax incentive reserve may be used to absorb losses, provided that the other profit reserves have already
been fully absorbed, with the exception of the legal reserve, or for an increase in capital. Within the same legal provision, the
tax incentive reserve and legal reserve are not part of the calculation basis for the minimum mandatory dividend, and the Company
must subject it to taxation, in case of distribution. |
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19.4 |
Share-based
payment |
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19.4.1 |
Recognized
Options Granted |
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Information relating
to the Company's option plan and compensation plan is summarized below: |
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3/31/2023 |
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Number
of shares
(in thousands) |
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Granted
series |
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Grant
date |
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1st
exercise date |
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Strike
price on the grant date
(in reais) |
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Grantees |
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Exercised |
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Cancelled |
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Current |
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B8 |
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5/31/2021 |
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6/1/2024 |
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0.01 |
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363 |
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(20) |
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(32) |
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311 |
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C8 |
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5/31/2021 |
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6/1/2024 |
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13.39 |
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363 |
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(20) |
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(32) |
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311 |
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B9 |
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5/31/2022 |
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6/1/2025 |
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0.01 |
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2,163 |
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(309) |
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- |
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1,854 |
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C9 |
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5/31/2022 |
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6/1/2025 |
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12.53 |
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1,924 |
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(70) |
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- |
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1,854 |
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4,813 |
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(419) |
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(64) |
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4,330 |
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19.4.2 |
Consolidated
information of Company's share-based payment plans |
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According to the plans,
the options granted in each of the series may represent a maximum of 2% of the total shares issued by the Company. |
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The table below shows
the maximum percentage of dilution to which current shareholders could eventually be subject to in the event that all options granted
are exercised until March 31, 2023: |
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3/31/2023 |
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(in thousands) |
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Number of shares |
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1,350,256 |
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Balance of effective
stock options granted |
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4,330 |
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Maximum percentage
of dilution |
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0.32% |
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The fair value of each
option granted is estimated on the grant date, by using the options pricing model “Black-Scholes” taking into account
the following assumptions for B8, C8, B9 and C9 series: (a) expectation of dividends of 1.28% (series 8) and 1.20% (series
9); (b) expectation of volatility nearly 37.06% (series 8) and 37.29% (series 9); (c) the weighted average interest rate without
risk of 7.66% (series 8) and 12.18% (series 9), and (d) exit rate of approximately 8.00% in both series. |
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The expectation of remaining
average life of the series outstanding as of March 31, 2023, is 14 months (series 8) and 26 months (series 9). The weighted average
fair value of options granted as of March 31, 2023 was R$17.21 and R$7.69 (B8 and C8 respectively), and R$15.27 and R$7.35 (B9 and
C9 respectively). |
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Shares |
|
Weighted
average of exercise price |
|
Weighted
average of remaining contractual term |
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in
thousands |
|
R$ |
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|
As of December 31, 2022 |
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|
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|
4,651 |
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6.01 |
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2.28 |
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As of March 31, 2023 |
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Cancelled
during the period |
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(6) |
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6.01 |
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Exercised
during the period |
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(315) |
|
6.01 |
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Outstanding
at the end of the period |
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4,330 |
|
6.01 |
|
2.03 |
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Total to be exercised March 31, 2023 |
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4,330 |
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6.01 |
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2.03 |
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The amount recorded in
the statement of operations for the period March 31, 2023 were R$10 (R$1 as of March 31, 2022). |
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20 |
NET OPERATING
REVENUE |
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|
3/31/2023 |
|
3/31/2022 |
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|
|
|
Gross operating revenue |
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|
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|
Goods |
|
|
|
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|
16,513 |
|
12,484 |
|
|
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|
Services
rendered and others |
|
|
|
54 |
|
37 |
|
|
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|
16,567 |
|
12,521 |
|
|
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|
(-) Revenue deductions |
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Returns
and sales cancellation |
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|
|
(29) |
|
(23) |
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|
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|
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|
|
Taxes |
|
|
|
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|
|
|
(1,442) |
|
(1,055) |
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|
|
|
|
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|
|
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|
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|
|
(1,471) |
|
(1,078) |
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|
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|
Net operating revenue |
|
|
|
|
|
15,096 |
|
11,443 |
|
|
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|
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|
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21 |
EXPENSES
BY NATURE |
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|
3/31/2023 |
|
3/31/2022 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
Inventory cost |
|
|
|
|
|
|
|
(12,460) |
|
(9,452) |
|
|
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|
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|
|
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|
|
|
|
Personnel expenses |
|
|
|
|
|
(976) |
|
(721) |
|
|
|
|
|
|
|
|
|
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|
|
|
|
Outsourced services |
|
|
|
|
|
(88) |
|
(42) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses |
|
|
|
|
|
(229) |
|
(164) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Functional expenses |
|
|
|
|
|
(290) |
|
(213) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses |
|
|
|
|
|
(137) |
|
(122) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,180) |
|
(10,714) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
|
|
(12,668) |
|
(9,617) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses |
|
|
|
|
|
(1,306) |
|
(929) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
|
(206) |
|
(168) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,180) |
|
(10,714) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
OTHER
OPERATING REVENUES (EXPENSES), NET |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Result with property, plant and equipment
and lease |
|
6 |
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for legal proceedings |
|
|
|
|
- |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reestructuring expenses and others |
|
|
|
(2) |
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
4 |
|
(8) |
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
NET FINANCIAL
RESULT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents interest |
|
|
|
43 |
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary
correction assets |
|
|
|
|
|
24 |
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
financial revenues |
|
|
|
|
|
3 |
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial revenues |
|
|
|
|
|
70 |
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of debt |
|
|
|
|
|
|
|
(377) |
|
(176) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
and discount of receivables |
|
|
|
(26) |
|
(19) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary
correction liabilities |
|
|
|
|
(93) |
|
(76) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
on leasing liabilities |
|
|
|
|
|
(202) |
|
(100) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
financial expenses |
|
|
|
|
|
(2) |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial expenses |
|
|
|
|
|
(700) |
|
(372) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
(630) |
|
(302) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
Earnings
per share |
|
|
|
|
|
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|
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|
The
Company calculates earnings per share by dividing the net income for the period, relating to each class of shares, by the total number
of common shares outstanding in the period. |
|
|
|
|
|
The table below presents
the determination of the net income for the period available to holders of common shares outstanding to calculate the basic earnings
and diluted earnings per share in each period presented: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
Basic number: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated
basic earnings and not distributed |
|
|
|
|
|
|
|
72 |
|
214 |
|
|
|
|
|
|
|
|
|
|
Net income allocated
available to common shareholders |
|
72 |
|
214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic denominator
(millions of shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average of the number of shares |
|
|
|
|
|
|
|
1,349 |
|
1,347 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per
million shares (R$) |
|
0.053296 |
|
0.158659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
Diluted
number: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated
diluted earnings and not distributed |
|
|
|
|
|
72 |
|
214 |
|
|
|
|
|
|
|
|
|
|
Net
income allocated available to common shareholders |
|
|
|
|
|
72 |
|
214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Diluted
denominator (millions of shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average of the number of shares |
|
|
|
|
|
|
|
1,349 |
|
1,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
|
|
|
|
|
Weighted
average of stock options plan |
|
|
|
|
|
|
|
4 |
|
10 |
|
|
|
|
|
|
|
|
|
|
Diluted
weighted average of shares |
|
|
|
|
|
|
|
1,353 |
|
1,357 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per million shares (R$) |
|
|
|
|
|
|
|
0.053141 |
|
0.157507 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
25 |
Non-cash
transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company had transactions
that did not represent cash disbursements, and, therefore, these were not presented in the Statement of Cash Flows, as folows: |
|
|
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|
• Dividends receivable
of Bellamar, in note 10. |
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• Write-off of provisions
for the acquisition of points of sale against trade payables, in note 11.1. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• Acquisition of
property, plant and equipment not yet paid, in note 11.4. |
|
|
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|
|
26 |
ASSETS
HELD FOR SALE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
3/31/2023 |
|
12/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Extra
Hiper stores (i) |
|
|
|
|
|
|
|
95 |
|
95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95 |
|
95 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
(i) As of March 31, 2023,
corresponds to 1 property owned by GPA, which is sold to the real estate investment fund Barzel Properties. |
|
|
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|
|
27 |
SUBSEQUENT
EVENTS |
|
|
27.1 |
Expansion
Reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the Annual General
Meeting held on April 27, 2023 the constitution of the expansion reserve in the amount of R$326 was approved, against the earnings
reserve of the year 2022. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27.2 |
Approval
of the distribution of dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the Annual General
Meeting held on April 27, 2023, our shareholders voted to approve the minimum mandatory dividend in the amount of R$68, calculated
in accordance with Brazilian Corporate Law and our bylaws, with respect to the fiscal year ended December 31, 2022. This amount excludes
the tax incentive reserve related to the recognition of tax credits for investment subsidy in the total amount of R$753. The total
dividends amount corresponding to R$0.0500185431139003 per common share, is expected to be paid by June 26, 2023. Holders of ADSs
will receive the dividend distribution to which they are entitled through the Sendas Depositary. |
|
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 28, 2023
Sendas Distribuidora S.A.
By: /s/ Daniela Sabbag Papa
Name: Daniela Sabbag Papa
Title: Chief Financial Officer
By: /s/ Gabrielle Helú
Name: Gabrielle Helú
Title: Investor Relations Officer
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These
statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances,
industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates",
"expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking
statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies
and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or
results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject
to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements
are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors.
Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
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