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 November, 2019

Commission File Number 1565025

 

 

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

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

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

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


Form 20-F ___X___ Form 40-F _______

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

Yes _______ No ___X____


 
 

Ambev S.A.

Interim consolidated
financial statements at
September 30 2019
and report on review

 

 

 

 

 

 


 

Report on review interim

consolidated financial statements

 

 

To the Board of Directors and Stockholders

Ambev S.A.

 

 

 

 

Introduction

 

We have reviewed the accompanying interim consolidated balance sheets of Ambev S.A and its subsidiaries as at September 30, 2019 and the related interim consolidated income statements and interim consolidated statements of comprehensive income for the quarter and nine-month period then ended, and the interim consolidated statements of changes in equity and interim consolidated cash flows statements for the nine-month period then ended, and a summary of significant accounting policies and other explanatory notes.

 

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

 

Scope of review

 

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

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements referred to above do not present fairly, in all material respects, the financial position of Ambev S.A. and its subsidiaries as at September 30, 2019, and the consolidated financial performance for the quarter and nine-month period then ended and the consolidated cash flows for the nine-month period then ended, in accordance with CPC 21 and IAS 34.

 


2


 

Ambev S.A.

 

 

Other matters

 

Audit and review of prior year information

 

The interim consolidated financial statements referred to above includes accounting information corresponding to the consolidated balance sheet at December 31, 2018, and the related consolidated statement of income and comprehensive income for the quarter and nine month periods ended September 30, 2018, and the consolidated changes in equity and cash flow for the nine month period ended September 30, 2018. These information were previously restated as a result of the matters described in Note 3.

 

The consolidated statement of income and comprehensive income for the quarter and nine month periods ended September 30, 2018, and the consolidated changes in equity and cash flow for the six month period ended September 30, 2018 were reviewed and the consolidated balance sheet at December 31, 2018 was audited by other independent auditors, who have issued unqualified review report and unqualified audit opinion, both dated May 6, 2019.

 

 

São Paulo, November 4, 2019

 

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

 

 

 

Alessandro Marchesino de Oliveira

CRC 1SP265450/O-8

 

 

3


 

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - AMBEV S.A.

 

Interim Consolidated Balance Sheets

(All amounts in thousands of reais unless otherwise stated)

 

Assets

Note

09/30/2019

12/31/2018(i)

(restated)

01/01/2018(i)

(restated)

       

 

Cash and cash equivalents

5

15,016,914

11,463,498

10,354,527

Investment securities

6

14,304

13,391

11,883

Derivative financial instruments

20

350,401

220,032

350,036

Trade receivable

 

4,236,257

4,879,256

4,406,372

Inventories

7

5,978,812

5,401,793

4,318,973

Income tax and social contributions recoverable

 

737,248

1,285,424

2,953,452

Other recoverable taxes

 

1,808,616

863,290

600,165

Other assets

 

861,474

1,202,921

1,367,282

Current assets

 

29,004,026

25,329,605

24,362,690

   

 

 

 

   

 

 

 

Investment securities

6

166,068

147,341

121,956

Derivative financial instruments

20

-

34,900

35,188

Income tax and social contributions recoverable

 

3,721,451

3,834,413

2,312,664

Other recoverable taxes

 

616,294

539,795

225,036

Deferred tax assets

8

3,761,761

2,064,742

2,310,906

Other assets

 

1,615,022

1,687,419

1,964,424

Employee benefits

 

69,271

64,285

58,443

Investments in joint ventures

 

303,511

257,135

237,961

Property, plant and equipment

9

21,597,197

21,638,008

20,705,145

Intangible

 

6,328,636

5,840,598

4,674,704

Goodwill

10

35,292,080

34,276,176

31,401,874

Non-current assets

 

73,471,291

70,384,812

64,048,301

   

 

 

 

Total assets

 

102,475,317

95,714,417

88,410,991

 

(i) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application (Note 3).

 

 

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

 

 

1


 
 

Ambev S.A.

 

Interim Consolidated Balance Sheets (continued)

(All amounts in thousands of reais unless otherwise stated)

 

Equity and liabilities

Note

09/30/2019

12/31/2018(i)

(restated)

01/01/2018(i)

(restated)

       

 

Trade payables

 

12,394,359

14,050,045

11,853,928

Derivative financial instruments

20

310,499

679,298

215,090

Interest-bearing loans and borrowings

11

1,719,831

1,941,221

1,699,358

Bank overdrafts

5

-

-

1,792

Wages and salaries

 

957,856

851,619

1,047,182

Dividends and interest on shareholders’ equity payable

 

986,994

806,981

1,778,633

Income tax and social contribution payable

 

1,520,831

1,558,589

1,668,407

Taxes and contributions payable

 

2,332,796

3,781,622

3,825,440

Put option granted on subsidiary and other liabilities

 

1,475,901

1,366,589

6,807,925

Provisions

12

143,268

172,997

168,957

Current liabilities

 

21,842,335

25,208,961

29,066,712

   

 

 

 

Trade payables

 

337,271

126,142

175,054

Derivative financial instruments

20

459

2,450

2,434

Interest-bearing loans and borrowings

11

2,370,327

2,162,442

2,831,189

Deferred tax liabilities

8

2,368,661

2,424,567

2,329,229

Income tax and social contribution payable

 

2,033,395

2,227,795

2,418,027

Taxes and contributions payable

 

671,412

675,564

771,619

Put option granted on subsidiary and other liabilities

 

2,888,736

2,661,799

429,102

Provisions

12

464,588

426,227

512,580

Employee benefits

 

2,476,681

2,343,662

2,310,685

Non-current liabilities

 

13,611,530

13,050,648

11,779,919

   

 

 

 

Total liabilities

 

35,453,865

38,259,609

40,846,631

   

 

 

 

Equity

13

 

 

 

Issued capital

 

57,866,759

57,710,202

57,614,140

Reserves

 

70,120,665

70,122,561

63,298,135

Carrying value adjustments

 

(70,901,001)

(71,584,756)

(74,966,573)

Retained earnings

 

8,665,336

-

(355,383)

Equity attributable to equity holders of Ambev

 

65,751,759

56,248,007

45,590,319

Non-controlling interests

 

1,269,693

1,206,801

1,974,041

Total Equity

 

67,021,452

57,454,808

47,564,360

   

 

 

 

Total equity and liabilities

 

102,475,317

95,714,417

88,410,991

(i) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application (Note 3).

 

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

 

 

2


 
 

Ambev S.A.

 

Interim Consolidated Income Statements

(All amounts in thousands of reais unless otherwise stated)

 

   

Nine-month period ended:

 

Three-month period ended:

 

Note

09/30/2019

09/30/2018 (i)

(restated)

 

09/30/2019

09/30/2018 (i)

(restated)

             

Net sales

15

36,742,911

34,213,507

 

11,957,652

11,063,743

Cost of sales

 

(15,298,734)

(13,204,058)

 

(5,229,732)

(4,365,818)

Gross profit

 

21,444,177

21,009,449

 

6,727,920

6,697,925

   

 

 

 

 

 

Distribution expenses

 

(4,994,743)

(4,715,761)

 

(1,717,853)

(1,548,656)

Sales and marketing expenses

 

(4,196,538)

(4,347,199)

 

(1,360,307)

(1,310,673)

Administrative expenses

 

(2,001,388)

(1,768,645)

 

(632,466)

(615,809)

Other operating income/(expenses), net

16

559,747

697,384

 

137,727

198,296

Exceptional items

 

(66,880)

16,868

 

(14,558)

(12,827)

Income from operations

 

10,744,375

10,892,096

 

3,140,463

3,408,256

   

 

 

 

 

 

Finance cost

17

(2,950,104)

(3,080,783)

 

(1,173,003)

(906,024)

Finance income

17

1,404,801

718,874

 

867,205

245,289

Net finance cost

 

(1,545,303)

(2,361,909)

 

(305,798)

(660,735)

   

 

 

 

 

 

Share of result of joint ventures

 

(11,115)

(100)

 

(8,248)

(3,272)

Income before income tax

 

9,187,957

8,530,087

 

2,826,417

2,744,249

   

 

 

 

 

 

Income tax expense

18

(1,218,603)

(646,096)

 

(222,032)

141,109

Net income

 

7,969,354

7,883,991

 

2,604,385

2,885,358

   

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

Equity holders of  Ambev

 

7,680,260

7,634,368

 

2,497,677

2,824,411

Non-controlling interests

 

289,094

249,623

 

106,708

60,947

   

 

 

 

 

 

Basic earnings per share – common - R$

 

0.4884

0.4857

 

0.1588

0.1797

Diluted earnings per share – common - R$

 

0.4843

0.4818

 

0.1576

0.1782

 

(i) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application (Note 3).

 

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

 

 

 

3


 
 

Ambev S.A.

 

Interim Consolidated Statements of Comprehensive Income

(All amounts in thousands of reais unless otherwise stated)

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018(i)

 

09/30/2019

09/30/2018(i)

   

(restated)

 

 

(restated)

     

 

   

Net income

7,969,354

7,883,991

 

2,604,385

2,885,358

 

 

 

 

 

 

Items that will not be recycled to profit or loss:

 

 

 

 

 

Full recognition of actuarial gains/(losses)

4,013

(7,605)

 

340

101

 

 

 

 

 

 

Items that may be recycled subsequently to profit or loss:

 

 

 

 

 

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

 

 

 

 

 

Investment hedge in foreign operations

-

(174,528)

 

-

(45,401)

Investment hedge -  put option granted on subsidiary

(58,555)

(133,742)

 

(95,741)

(41,444)

Gains/losses on translation of other foreign operations

663,001

3,266,411

 

1,111,356

530,165

Gains/losses on translation of foreign operations

604,446

2,958,141

 

1,015,615

443,320

 

 

 

 

 

 

Cash flow hedge - gains/(losses)

 

 

 

 

 

Recognized in Equity (Hedge reserve)

802,486

2,036,460

 

515,519

860,079

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

(683,259)

(785,904)

 

(58,868)

(423,719)

Total cash flow hedge

119,227

1,250,556

 

456,651

436,360

 

 

 

 

 

 

Other comprehensive (loss)/income

727,686

4,201,092

 

1,472,606

879,781

 

 

 

 

 

 

Total comprehensive income

8,697,040

12,085,083

 

4,076,991

3,765,139

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

   Equity holders of Ambev

8,371,303

11,680,034

 

3,902,001

3,704,228

   Non-controlling interest

325,737

405,049

 

174,990

60,911

 

(i) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application (Note 3).

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

 

 

 

4


 
 

Ambev S.A.

 

Interim Consolidated Statements of Changes in Equity

(All amounts in thousands of reais unless otherwise stated)

 

 

 Attributable to equity holders of Ambev

     
 

 Capital

 Capital reserves

 Net income reserves

 Retained earnings

Carrying value adjustments

 Total

 

Non-controlling interests

Total equity

At December 31, 2018

57,710,202

54,781,194

15,434,093

-

(71,584,866)

56,340,623

 

1,206,801

57,547,424

Impact of the adoption of IFRS 16 (i)

-

-

(92,726)

-

110

(92,616)

 

-

(92,616)

At January 1, 2019 (restated) (i)

57,710,202

54,781,194

15,341,367

-

(71,584,756)

56,248,007

 

1,206,801

57,454,808

                   

 Net Income

-

-

-

7,680,260

-

7,680,260

 

289,094

7,969,354

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

Gains/(losses) on translation of foreign operations

-

-

-

-

567,764

567,764

 

36,682

604,446

Cash flow hedges

-

-

-

-

119,253

119,253

 

(26)

119,227

Actuarial gains/(losses)

-

-

-

-

4,026

4,026

 

(13)

4,013

Total comprehensive income

-

-

-

7,680,260

691,043

8,371,303

 

325,737

8,697,040

Capital increase (Note 13)

156,557

(143,742)

-

-

-

12,815

 

-

12,815

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

-

-

-

985,076

-

985,076

 

(1,934)

983,142

Gains/(losses) of controlling interest´s share

-

-

-

-

(352)

(352)

 

109,201

108,849

Tax on fictitious dividends

-

-

-

-

(6,936)

(6,936)

 

-

(6,936)

Dividends distributed

-

-

-

-

-

-

 

(370,112)

(370,112)

Purchase of shares and result on treasury shares

-

(17,342)

-

-

-

(17,342)

 

-

(17,342)

Share-based payments

-

159,188

-

-

-

159,188

 

-

159,188

At September 30, 2019

57,866,759

54,779,298

15,341,367

8,665,336

(70,901,001)

65,751,759

 

1,269,693

67,021,452

 

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

 

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

 

 

 

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

 

 

5


 
 

Ambev S.A.

 

Interim Consolidated Statements of Changes in Equity

(All amounts in thousands of reais unless otherwise stated)

 

 Attributable to equity holders of Ambev

     
 

 Capital

 Capital reserves

 Net income reserves

 Retained earnings

Carrying value adjustments

 Total

 

Non-controlling interests

Total equity

At December 31, 2017

57,614,140

54,700,909

8,660,235

-

(74,966,470)

46,008,814

 

1,974,041

47,982,855

Impact of the adoption of IFRS 15 (i)

-

-

-

(355,383)

-

(355,383)

 

-

(355,383)

Impact of the adoption of IFRS 16 (ii)

-

-

(63,009)

-

(103)

(63,112)

 

-

(63,112)

At January 1, 2018 (restated) (ii)

57,614,140

54,700,909

8,597,226

(355,383)

(74,966,573)

45,590,319

 

1,974,041

47,564,360

                   

 Net Income

-

-

-

7,634,368

-

7,634,368

 

249,623

7,883,991

                   

Comprehensive income:

                 

Gains/(losses) on translation of foreign operations

-

-

-

-

2,801,782

2,801,782

 

156,359

2,958,141

Cash flow hedges

-

-

-

-

1,250,776

1,250,776

 

(220)

1,250,556

Actuarial gains/(losses)

-

-

-

-

(6,892)

(6,892)

 

(713)

(7,605)

Total comprehensive income

-

-

-

7,634,368

4,045,666

11,680,034

 

405,049

12,085,083

Capital increase

96,062

(89,876)

-

-

-

6,186

 

-

6,186

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

-

(9,272)

-

2,450,352

491,999

2,933,079

 

(1,481)

2,931,598

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

-

-

-

-

1,042,504

1,042,504

 

(1,085,373)

(42,869)

Tax on fictitious dividends

-

-

-

-

(6,931)

(6,931)

 

-

(6,931)

Dividends distributed

-

-

-

(2,515,101)

-

(2,515,101)

 

(227,617)

(2,742,718)

Purchase of shares and result on treasury shares

-

10,636

-

-

-

10,636

 

-

10,636

Share-based payments

-

124,320

-

-

-

124,320

 

-

124,320

Prescribed/(complement) dividends

-

-

-

(50)

-

(50)

 

-

(50)

At September 30, 2018 (restated) (ii)

57,710,202

54,736,717

8,597,226

7,214,186

(69,393,335)

58,864,996

 

1,064,619

59,929,615

 

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

 

(ii) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application (Note 3).

 

(iii) As described in Note 1 (b) Application of inflation accounting and Financial Reporting in Hyperinflationary Economies. These effects did not contains the impact refers of income for the period, which is reflects in the income statement as net income, by the amount of R$273,415.

 

(iv) As described in Note 1 (b) Renegotiation of shareholders agreement from Tenedora.

 

 

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

 

 

6


 
 

Ambev S.A.

 

Interim Consolidated Cash Flow Statements

(All amounts in thousands of reais unless otherwise stated)

 

   

Nine-month period ended:

 

Note

09/30/2019

09/30/2018(ii)

   

 

(restated)

       

Net income

 

7,969,354

7,883,991

Depreciation, amortization and impairment

 

3,411,113

3,179,988

Impairment losses on receivables and inventories

 

101,408

105,081

Additions/(reversals) in provisions and employee benefits

 

139,533

131,354

Net finance cost

17

1,545,303

2,361,909

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

 

(59,180)

62,501

Equity-settled share-based payment expense

19

159,588

118,377

Income tax expense

18

1,218,603

646,096

Share of result of joint ventures

 

11,115

100

Other non-cash items included in the profit

 

(783,669)

(810,062)

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

 

13,713,168

13,679,335

       

(Increase)/decrease in trade and other receivables

 

253,111

425,374

(Increase)/decrease in inventories

 

(653,589)

(989,975)

Increase/(decrease) in trade and other payables

 

(2,082,369)

(1,892,672)

Cash generated from operations

 

11,230,321

11,222,062

       

Interest paid

 

(336,051)

(420,358)

Interest received

 

394,305

515,359

Dividends received

 

2,245

1,102

Income tax paid

 

(2,544,414)

(1,762,499)

Cash flow from operating activities

 

8,746,406

9,555,666

       

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

 

67,186

40,234

Proceeds from sale of subsidiaries operations

 

203,557

-

Acquisition of property, plant and equipment and intangible assets

 

(3,065,552)

(2,218,154)

Acquisition of subsidiaries, net of cash acquired

 

(79,264)

(141,992)

Acquisition of other investments

 

(45,484)

(5,000)

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

 

(9,246)

(17,358)

Net proceeds/(acquisition) of other assets

 

2,867

(38,421)

Cash flow from investing activities

 

(2,925,936)

(2,380,691)

       

Capital increase

 

12,815

6,186

Capital increase of non-controlling interest

 

2,275

-

Proceeds/(repurchase) of treasury shares

 

(17,016)

6,355

Acquisition of non-controlling interest

 

(471)

(3,060,537)

Proceeds from borrowings

 

900,050

5,092,994

Repayment of borrowings

 

(1,136,386)

(2,962,515)

Cash net of finance costs other than interests

 

(1,105,901)

(580,912)

Payment of lease liabilities

 

(363,814)

(437,769)

Dividends and Interest on shareholder´s equity paid

 

(227,032)

(3,684,846)

Cash flow from financing activities

 

(1,935,480)

(5,621,044)

       

Net  increase/(decrease) in cash and cash equivalents

 

3,884,990

1,553,931

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

 

11,463,498

10,352,735

Effect of exchange rate fluctuations 

 

(331,574)

295,349

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

 

15,016,914

12,202,015

 

 

(i) Net of bank overdrafts.

 

(ii) 2018 restated to reflect the impact of adoption of IFRS 16 under the full retrospective application (Note 3).

 

 

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

 

 

 

7


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

1.

Corporate information

2.

Statement of compliance

3.

Summary of significant accounting policies

4.

Use of estimates and judgments

5.

Cash and cash equivalents

6.

Investment securities

7.

Inventories

8.

Deferred income tax and social contribution

9.

Property, plant and equipment

10.

Goodwill

11.

Interest-bearing loans and borrowings

12.

Provisions

13.

Changes in equity

14.

Segment reporting

15.

Net sales

16.

Other operating income/(expenses)

17.

Finance cost and income

18.

Income tax and social contribution

19.

Share-based payments

20.

Financial instruments and risks

21.

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

22.

Contingent liability

23.

Non-cash items

24.

Related parties

 

 

 

8


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

1.   CORPORATE INFORMATION

 

(a)  Description of business

 

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

 

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

 

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

 

The interim financial statements were approved by the Board of Directors on October 24, 2019.

 

(b)  Major corporate events in 2019 and 2018:

 

Application of inflation accounting and financial reporting in hyperinflationary economies

 

In June 2018, the Argentinean peso underwent a severe devaluation resulting in cumulative inflation for three years exceeding 100%, thereby triggering the requirement to transition to hyperinflation accounting as prescribed by IAS 29 Financial Reporting in Hyperinflationary Economies as of 1 January 2018 (the beginning of the reporting period which the hyperinflation have been considered).

 

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

 

 

 

9


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

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

 

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

 

·

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

·

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

·

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

·

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

 

 

 

 

10


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Information Released by the Press

 

During this quarter, there were news reports based on alleged leaks of statements by Mr. Antonio Palocci in a classified legal procedure to which the Company did not have access. As previously stated in a press release dated August 9, 2019, the Company, consistent with its Code of Business Conduct, reaffirms its commitment towards ethics and lawfulness and continues taking proper measures to review and monitor this matter.

 

Exchange contracts for future financial flows - equity swap

 

On May 15, 2018 Ambev's Board of Directors approved the execution, by the Company or its subsidiaries, of equity-swap contracts through financial institutions to be defined by the Company's Management, having as their underlying asset shares issued by the Company or ADR’s, without losses on the liquidation, within the regulatory term, of the contracts still in force. The settlement of the approved equity-swap contracts will occur within a maximum period of 18 months from approval, such contracts may result in exposure up to 80 million common shares (of which all or part may be through ADR's), with a limit value up to R$1.8 billion.

 

On December 20, 2018, the Board of Directors of Ambev approved the conclusion of new equity-swap contracts, without prejudice to the liquidation, within the regulatory term, of the equity-swap contracts still in force. The settlement of the new approved equity-swap contracts will occur within a maximum period of 18 months from approval, and such contracts may result in exposure up to 80 million common shares (of which all or part may be through ADRs), with a limit value up to R$1.5 billion.

 

On May 15, 2019, the Board of Directors of Ambev approved the conclusion of new equity-swap contracts, without prejudice to the liquidation, within the regulatory term, of the equity-swap contracts still in force. The settlement of the new approved equity-swap contracts will occur within a maximum period of 18 months from approval, and such contracts may result in exposure up to 80 million common shares (of which all or part may be through ADRs), with a limit value up to R$1.5 billion, in addition to contracts already executed in the context of the approvals of May 15, 2018 and December 20, 2018, and which have not yet been settled on the date of approval, may result in an exposure up to 137,394,353 common shares (all or part of which may be through ADRs).

 

 

 

11


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Addendum to the Agreement with PepsiCo

 

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

 

Sale of subsidiary

 

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

 

Perpetual licensing agreement with Quilmes

 

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

 

Renegotiation of shareholders agreement from Tenedora

 

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

 

 

12


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

2.   STATEMENT OF COMPLIANCE

             

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

 

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

 

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

(b)  Exceptional items (Note 8);

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

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

(e)   Goodwill (Note 14);

(f)   Intangible (Note 15);

(g)  Investment securities (Note 16);

(h)  Trade receivables (Note 19);

(i)    Changes in equity (Note 21);

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

(k)  Employee benefits (Note 23);

(l)    Trade payables (Note 25);

(m)  Contingent liabilities (Note 29);

(n)  Group Companies (Note 32);

(o)  Insurance (Note 33)

 

 

 

13


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

There were no significant changes in accounting policies and calculation methods used for the financial statements as at September 30, 2019, in relation to those presented in the financial statements for the year ended December 31, 2018, except for the policy described below:

 

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

 

Having adopted the standard as of January 1, 2019, the Company has adopted the retrospectively presentation for the consolidated financial statements. The impact to the financial statements is demonstrated below:

 

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

 

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

 

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

 

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

 

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

 

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

 

 

14


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

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

 

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

 

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

 

 

 

 

12/31/2018

 

 

 

01/01/2018

Consolidated Balance Sheets

Originally

IFRS16

Restated

 

Originally

IFRS16

Restated

Assets

Submitted

 

Submitted

               

Current assets

25,329,605

-

25,329,605

 

24,362,690

-

24,362,690

               

Deferred tax assets

2,017,475

47,267

2,064,742

 

2,279,339

31,567

2,310,906

Investments in joint ventures

257,135

-

257,135

 

237,961

-

237,961

Property, plant and equipment

20,096,996

1,541,012

21,638,008

 

18,822,327

1,882,818

20,705,145

Other items, not restated

46,424,927

-

46,424,927

 

40,794,289

-

40,794,289

Non-current assets

68,796,533

1,588,279

70,384,812

 

62,133,916

1,914,385

64,048,301

               

Total assets

94,126,138

1,588,279

95,714,417

 

86,496,606

1,914,385

88,410,991

               

Equity and liabilities

             
               

Interest-bearing loans and borrowings

1,560,630

380,591

1,941,221

 

1,321,122

378,236

1,699,358

Other items, not restated

23,267,740

-

23,267,740

 

27,367,354

-

27,367,354

Current liabilities

24,828,370

380,591

25,208,961

 

28,688,476

378,236

29,066,712

               

Interest-bearing loans and borrowings

862,138

1,300,304

2,162,442

 

1,231,928

1,599,261

2,831,189

Other items, not restated

10,888,206

-

10,888,206

 

8,948,730

-

8,948,730

Non-current liabilities

11,750,344

1,300,304

13,050,648

 

10,180,658

1,599,261

11,779,919

               

Total liabilities

36,578,714

1,680,895

38,259,609

 

38,869,134

1,977,497

40,846,631

               

Equity

             
               

Reserves

70,215,287

(92,726)

70,122,561

 

63,361,144

(63,009)

63,298,135

Carrying value adjustments

(71,584,866)

110

(71,584,756)

 

(74,966,470)

(103)

(74,966,573)

Other items, not restated

57,710,202

-

57,710,202

 

57,258,757

-

57,258,757

Equity attributable to equity holders of Ambev

56,340,623

(92,616)

56,248,007

 

45,653,431

(63,112)

45,590,319

Non-controlling interests

1,206,801

-

1,206,801

 

1,974,041

-

1,974,041

Total Equity

57,547,424

(92,616)

57,454,808

 

47,627,472

(63,112)

47,564,360

               

Total equity and liabilities

94,126,138

1,588,279

95,714,417

 

86,496,606

1,914,385

88,410,991

 

15


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

Nine-month period ended:

 

Three-month period ended:

 

 

 

09/30/2018

 

09/30/2018

Consolidated Income Statements

Originally

IFRS16

Restated

 

Originally

IFRS16

Restated

Submitted

 

Submitted

               

Cost of sales

(13,218,694)

14,636

(13,204,058)

 

(4,370,713)

4,895

(4,365,818)

Other items, not restated

34,213,507

-

34,213,507

 

11,063,743

-

11,063,743

Gross profit

20,994,813

14,636

21,009,449

 

6,693,030

4,895

6,697,925

               

Distribution expenses

(4,790,976)

75,215

(4,715,761)

 

(1,575,691)

27,035

(1,548,656)

Sales and marketing expenses

(4,365,928)

18,729

(4,347,199)

 

(1,316,950)

6,277

(1,310,673)

Administrative expenses

(1,772,008)

3,363

(1,768,645)

 

(617,105)

1,296

(615,809)

Other items, not restated

714,252

-

714,252

 

185,469

-

185,469

Income from operations

10,780,153

111,943

10,892,096

 

3,368,753

39,503

3,408,256

               

Finance cost

(2,923,315)

(157,468)

(3,080,783)

 

(856,369)

(49,655)

(906,024)

Other items, not restated

718,874

-

718,874

 

245,289

-

245,289

Net finance cost

(2,204,441)

(157,468)

(2,361,909)

 

(611,080)

(49,655)

(660,735)

               

Share of result of joint ventures

(100)

-

(100)

 

(3,272)

-

(3,272)

Income before income tax

8,575,612

(45,525)

8,530,087

 

2,754,401

(10,152)

2,744,249

               

Income tax expense

(661,716)

15,620

(646,096)

 

137,705

3,404

141,109

Net income

7,913,896

(29,905)

7,883,991

 

2,892,106

(6,748)

2,885,358

               

Attributable to:

             

Equity holders of  Ambev

7,664,273

(29,905)

7,634,368

 

2,831,159

(6,748)

2,824,411

Non-controlling interests

249,623

-

249,623

 

60,947

-

60,947

               

Basic earnings per share – common - R$

0.4877

(0.0020)

0.4857

 

0.1801

(0.0005)

0.1797

Diluted earnings per share – common - R$

0.4838

(0.0020)

0.4818

 

0.1787

(0.0005)

0.1782

 

 

Nine-month period ended:

 

Three-month period ended:

 

 

 

09/30/2018

 

09/30/2018

Consolidated Statements of Comprehensive Income

Originally Submitted

IFRS16

Restated

 

Originally Submitted

IFRS16

Restated

 

 

 

 

 

 

 

 

Net income

7,913,896

(29,905)

7,883,991

 

2,892,106

(6,748)

2,885,358

               

Gains/losses on translation of foreign operations

2,957,864

277

2,958,141

 

442,272

1,048

443,320

 

 

 

 

 

 

 

 

Other items, not restated

1,242,951

-

1,242,951

 

436,461

-

436,461

 

 

 

 

 

 

 

 

Total comprehensive income

12,114,711

(29,628)

12,085,083

 

3,770,839

(5,700)

3,765,139

Attributable to:

             

   Equity holders of Ambev

11,709,662

(29,628)

11,680,034

 

3,709,928

(5,700)

3,704,228

   Non-controlling interest

405,049

-

405,049

 

60,911

-

60,911

 

 

16


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

Nine-month period ended:

 

Three-month period ended:

 

 

 

09/30/2018

 

09/30/2018

Consolidated Cash Flow Statements

Originally Submitted

IFRS16

Restated

 

Originally Submitted

IFRS16

Restated

 

 

 

 

 

 

 

 

Net income

7,913,896

(29,905)

7,883,991

 

2,892,106

(6,748)

2,885,358

Depreciation, amortization and impairment

2,861,299

318,689

3,179,988

 

1,068,990

103,209

1,172,199

Net finance cost

2,204,441

157,468

2,361,909

 

611,080

49,655

660,735

Income tax expense

661,716

(15,620)

646,096

 

(137,705)

(3,404)

(141,109)

Share of result of joint ventures

100

-

100

 

3,272

-

3,272

Other items, not restated

(392,749)

-

(392,749)

 

(119,836)

-

(119,836)

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

13,248,703

430,632

13,679,335

 

4,317,907

142,712

4,460,619

               

Cash generated from operations

10,791,430

430,632

11,222,062

 

4,729,846

142,712

4,872,558

               

Cash flow from operating activities

9,125,034

430,632

9,555,666

 

5,257,317

142,712

5,400,029

               

Payment of lease liabilities

(7,139)

(430,630)

(437,769)

 

(2,675)

(142,710)

(145,385)

Cash flow from financing activities

(5,190,414)

(430,630)

(5,621,044)

 

(2,634,612)

(142,710)

(2,777,322)

 

 

 

 

 

 

 

 

Other items, not restated

(2,380,691)

-

(2,380,691)

 

(996,589)

-

(996,589)

               

Net  increase/(decrease) in cash and cash equivalents

1,553,929

2

1,553,931

 

1,626,116

2

1,626,118

Effect of exchange rate fluctuations 

295,351

(2)

295,349

 

295,351

(2)

295,349

 

(a)  Basis of preparation and measurement

 

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

(b)  Recently issued IFRS

(b.1) Uncertainty over Income Tax Treatment - IFRIC 23

 

The interpretation is applicable when there are uncertainties as to the acceptance of the treatment by the Fiscal Authority. If acceptance is not likely, the values of tax assets and liabilities should be adjusted to reflect the best resolution of the uncertainty.

The Company has evaluated the changes introduced by this new standard and based on the analysis carried out, did not identify material changes that have an impact on its consolidated interim financial information, or alter the recognition and measurement of uncertainties about tax treatment of income.

 

 

17


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Other Standards, Interpretations and Amendments to Standards

 

There are no Other Standards, Interpretations and Amendments to Standards that are not yet effective that would be expected to have material impact on the Company consolidated interim financial information.

 

4.   USE OF ESTIMATES AND JUDGMENTS

 

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

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

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

(i) predecessor accounting;

(ii) business combinations;

(iii) impairment;

(iv) provisions;

(v) share-based payments;

(vi) employee benefits;

(vii) current and deferred tax;

(viii) joint arrangements;

(ix) measurement of financial instruments, including derivatives;

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

(xi) leasing operations.

 

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

 

 

18


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

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

 

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

 

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

 

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

 

5.   CASH AND CASH EQUIVALENTS

 

 

09/30/2019

12/31/2018

     

Cash

129,203

594,995

Current bank accounts

4,529,869

4,875,673

Short term bank deposits (i)

10,357,842

5,992,830

Cash and cash equivalents

15,016,914

11,463,498

 

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

 

Current account balances included guarantee deposits in the amount of R$359 million as at September 30, 2019 (R$356 million on December 31, 2018) held by the subsidiary of Cuba, which are not freely transferable to the parent company for reasons of exchange restrictions.

 

 

19


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

6.   INVESTMENTS SECURITIES

 

 

09/30/2019

12/31/2018

     

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

14,304

13,391

Current investments securities

14,304

13,391

 

 

 

Debt held-to-maturity (i)

166,068

147,341

Non-current investments securities

166,068

147,341

 

 

 

Total

180,372

160,732

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

 

7.   INVENTORIES

 

 

09/30/2019

12/31/2018

     

Finished goods

2,464,778

1,687,954

Work in progress

468,064

339,459

Raw material

2,197,821

2,517,305

Consumables

102,833

106,989

Spare parts and other

623,785

597,030

Prepayments

251,547

304,442

Impairment losses

(130,016)

(151,386)

 

5,978,812

5,401,793

 

Write-offs and losses on inventories recognized in the income statement amounted to R$64,840 in the period ended on September 30, 2019 (R$57,513 in the period ended on September 30, 2018).

 

8.   DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION

 

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

 

Central America and the Caribbean

from 23% to 31%

Latin America - South (i)

from 14% to 30%

Canada

26%

 

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

 

20


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

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

 

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

 

 

09/30/2019

 

12/31/2018

(restated)

 

 Assets

 Liabilities

 Net

 

 Assets

 Liabilities

 Net

Investment securities

9,971

-

9,971

 

10,010

-

10,010

Intangible

-

(1,078,638)

(1,078,638)

 

-

(1,031,160)

(1,031,160)

Employee benefits

691,282

(3,998)

687,284

 

614,842

-

614,842

Trade payables

2,307,453

(245,457)

2,061,996

 

1,807,744

(271,922)

1,535,822

Trade receivable

51,298

(3,566)

47,732

 

41,245

(2,274)

38,971

Derivatives

29,967

(300,713)

(270,746)

 

18,711

(304,178)

(285,467)

Interest-Bearing Loans and Borrowings

-

(5,437)

(5,437)

 

2,480

(78,480)

(76,000)

Inventories

316,150

(73,170)

242,980

 

266,732

(44,769)

221,963

Property, plant and equipment

185,993

(1,421,592)

(1,235,599)

 

109,643

(1,386,445)

(1,276,802)

Withholding tax over undistributed profits and royalties

-

(1,072,228)

(1,072,228)

 

-

(863,832)

(863,832)

Investments in joint ventures

-

(421,589)

(421,589)

 

-

(421,589)

(421,589)

Interest on shareholders' equity

1,139,682

-

1,139,682

 

-

-

-

Loss carryforwards

890,108

-

890,108

 

791,001

-

791,001

Provisions

375,765

(7,480)

368,285

 

363,122

(23,981)

339,141

Complement of income tax of foreign subsidiaries due in Brazil

-

(86,212)

(86,212)

 

-

-

-

Impact of the adoption of IFRS 16 (leasing operations)

55,634

(1,701)

53,933

 

47,267

-

47,267

Other items

78,475

(16,897)

61,578

 

50,568

(54,560)

(3,992)

Gross deferred tax assets / (liabilities)

6,131,778

(4,738,678)

1,393,100

 

4,123,365

(4,483,190)

(359,825)

Reclassification to net presentation

(2,370,017)

2,370,017

-

 

(2,058,623)

2,058,623

-

Net deferred tax assets / (liabilities)

3,761,761

(2,368,661)

1,393,100

 

2,064,742

(2,424,567)

(359,825)

 

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

 

 

21


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

At September 30, 2019 the assets and liabilities deferred taxes related to combined tax losses had an expected utilization or settlement by temporary differences as follows:

 

 

09/30/2019

Deferred taxes not related to tax losses

to be realized until 12 months

to be realized after 12 months

Total

       

Investment securities

-

9,971

9,971

Intangible

(1,223)

(1,077,415)

(1,078,638)

Employee benefits

81,777

605,507

687,284

Trade payables

(196,395)

2,258,391

2,061,996

Trade receivable

46,476

1,256

47,732

Derivatives

(132,424)

(138,322)

(270,746)

Interest-bearing loans and borrowings

-

(5,437)

(5,437)

Inventories

254,913

(11,933)

242,980

Property, plant and equipment

(113,708)

(1,121,891)

(1,235,599)

Withholding tax over undistributed profits and royalties

(83,559)

(988,669)

(1,072,228)

Investments in joint ventures

-

(421,589)

(421,589)

Interest on shareholders' equity

1,139,682

-

1,139,682

Provisions

199,556

168,729

368,285

Complement of income tax of foreign subsidiaries due in Brazil

(86,212)

-

(86,212)

Impact of the adoption of IFRS 16 (leasing operations)

-

53,933

53,933

Other items

(523)

62,101

61,578

Total

1,108,360

(605,368)

502,992

 

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

 

Deferred tax related to tax losses

09/30/2019

2019

368,357

2020

60,206

2021

49,973

2022

24,784

2023

39,938

2024 to 2026

268,844

2027 to 2029 (i)

78,006

Total

890,108

 

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

 

At September 30, 2019, deferred tax assets in the amount of R$704,592 (R$624,272 in December 31, 2018) related to tax losses that were not recorded as the realization was not probable.

 

22


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

The major part of the tax losses do not have a carryforward limit for utilization and the tax losses carried forward in relation to the credit were equivalent to R$2,818,287 on September 30, 2019 (R$2,496,838 in December 31, 2018).

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

 

 

At December 31, 2018 (restated)

(359,825)

Full recognition of actuarial gains/(losses)

2,653

Investment hedge - put option of a subsidiary interest

30,165

Cash flow hedge - gains/(losses)

31,415

Gains/(losses) on translation of other foreign operations

683,856

Recognized in other comprehensive income

748,089

Recognized in income statement

1,217,376

Changes directly in balance sheet

(212,540)

Recognized in deferred tax

(214,742)

Effect of application of IAS 29 (hyperinflation)

(214,742)

Recognized in other group of balance sheet

2,202

At September 30, 2019

1,393,100

 

 

23


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

9.       PROPERTY, PLANT AND EQUIPMENT

 

09/30/2019

 

12/31/2018

(restated)

 

Land and buildings

Plant and equipment

Fixtures and fittings

Under construction

Assets of right of use

Total

 

Total

Acquisition cost

       

 

     

Balance at end of previous year

10,375,533

28,075,659

5,690,374

1,422,048

2,394,070

47,957,684

 

42,144,416

Effect of movements in foreign exchange

(93,185)

(559,302)

(198,928)

(1,970)

25,651

(827,734)

 

(13,170)

Effect of application of IAS 29 (hyperinflation)

201,940

804,242

248,246

33,872

-

1,288,300

 

3,589,040

Impact of the adoption of IFRS 16 (leasing operations)

-

-

-

-

-

-

 

70,078

Acquisition through exchange transaction of shareholdings

-

-

-

-

-

-

 

218,411

Acquisition through business combinations

209

14

2,074

5,687

-

7,984

 

-

Acquisitions

168

380,445

34,487

2,101,260

472,153

2,988,513

 

3,520,513

Disposals and write-off

(5,965)

(450,698)

(66,173)

-

-

(522,836)

 

(1,416,610)

Transfer to other asset categories

243,569

1,015,876

384,917

(1,872,305)

43,138

(184,805)

 

(162,939)

Others

-

-

-

15

-

15

 

7,945

Balance at end

10,722,269

29,266,236

6,094,997

1,688,607

2,935,012

50,707,121

 

47,957,684

         

 

     

Depreciation and Impairment

       

 

     

Balance at end of previous year

(3,031,365)

(18,246,620)

(4,185,211)

-

(856,480)

(26,319,676)

 

(21,439,271)

Effect of movements in foreign exchange

(1,662)

292,868

161,393

-

(9,905)

442,694

 

(130,695)

Effect of application of IAS 29 (hyperinflation)

(35,301)

(465,050)

(198,789)

-

-

(699,140)

 

(1,908,732)

Write-ff through exchange transaction of shareholdings

-

-

-

-

-

-

 

(20,518)

Depreciation

(257,454)

(1,869,588)

(491,554)

-

(330,249)

(2,948,845)

 

(3,965,671)

Impairment losses

-

(91,173)

(1,482)

-

-

(92,655)

 

(179,982)

Disposals and write-off

320

445,951

62,715

-

-

508,986

 

1,351,814

Transfer to other asset categories

(728)

5,877

(800)

-

(6,191)

(1,842)

 

(30,670)

Others

-

6,166

-

-

(5,612)

554

 

4,049

Balance at end

(3,326,190)

(19,921,569)

(4,653,728)

-

(1,208,437)

(29,109,924)

 

(26,319,676)

Carrying amount:

       

 

     

December 31, 2018

7,344,168

9,829,039

1,505,163

1,422,048

1,537,590

21,638,008

 

21,638,008

September 30, 2019

7,396,079

9,344,667

1,441,269

1,688,607

1,726,575

21,597,197

   

 

Capitalized interests and fixed assets provided as security are not material.

 

Effective from annual periods beginning on or after January 1, 2019, IFRS 16 replaces the existing lease accounting requirements and represents a significant change in the accounting and reporting of leases that were previously classified as operating leases, with more assets and liabilities to be reported on the balance sheet and a different recognition of lease costs and related interpretations, and requires a lessee to recognize a right-of-use asset and a lease liability at lease commencement date Note 3.

 

 

24


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

10.    GOODWILL

 

 

09/30/2019

12/31/2018

     

Balance at end of previous year

34,276,176

31,401,874

Effect of movements in foreign exchange

513,357

1,224,804

Effect of application of IAS 29 (hyperinflation)

476,098

1,686,487

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

26,449

(36,989)

Balance at the end of period

35,292,080

34,276,176

 

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

 

 

Functional currency

09/30/2019

12/31/2018

       

Brazil

BRL

17,694,842

17,668,393

  Goodwill

 

102,937,475

102,911,026

  Non-controlling transactions (i)

 

(85,242,633)

(85,242,633)

   

 

 

CAC:

 

 

 

Dominican Republic

DOP

3,627,980

3,510,138

Cuba (ii)

USD

1,678

1,952

Panama

PAB

1,446,917

1,346,288

   

 

 

Latin America - South:

 

 

 

Argentina

ARS

1,853,206

1,950,744

Bolivia

BOB

1,473,040

1,370,601

Chile

CLP

50,200

48,695

Paraguay

PYG

874,217

873,147

Uruguay

UYU

167,193

177,417

   

 

 

Canada

CAD

8,102,807

7,328,801

   

35,292,080

34,276,176

 

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

 

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

 

 

 

25


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

11.    INTEREST-BEARING LOANS AND BORROWINGS

 

 

09/30/2019

12/31/2018

(restated)

     

Secured bank loans

1,316,270

1,404,852

Unsecured bank loans

348

86,572

Other unsecured loans

41,178

39,163

Leasing

362,035

410,634

Current liabilities

1,719,831

1,941,221

 

 

 

Secured bank loans

394,466

434,709

Unsecured bank loans

219,146

212,283

Debentures and unsecured bond issues

106,127

104,675

Other unsecured loans

117,888

99,048

Leasing

1,532,700

1,311,727

Non-current liabilities

2,370,327

2,162,442

 

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

 

Contractual clauses (Covenants)

As at September 30, 2019, the Company's loans had equal rights to payment without subordination clauses. Except for the credit lines due to FINAME contracted by the Company with Banco Nacional de Desenvolvimento Econômico e Social – BNDES (“BNDES”), where collateral was provided on assets acquired with the credit granted, which served as collateral; other loans and financing contracted by the Company predicted only guarantees as personal collateral or were unsecured. Most loan contracts contained financial covenants including: financial covenants, including limitation on new indebtedness; going-concern; maintenance, in use or in good condition for the business, of the Company's assets; restrictions on acquisitions, mergers, sale or disposal of its assets; disclosure of financial statements under Brazilian GAAP and IFRS; and/or no prohibition related to new real guarantees for loans contracted, except if: (i) expressly authorized under the loan agreement; or (ii) new loans contracted from financial institutions linked to the Brazilian government - including the BNDES or foreign governments; - or foreign governments, multilateral financial institutions (eg World Bank) or located in jurisdictions in which the Company operates.

As at September 30, 2019, the Company was in compliance with all its contractual obligations for its loans and financing.

 

 

26


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

12.    PROVISIONS

 

(a) Provision changes

 

 

Balance as at December 31, 2018

Effect of changes in foreign exchange rates

Additions

Provisions used and reversed

Balance as at September 30, 2019

           

Provision for disputes and litigations

         

Taxes on sales

137,841

18

4,009

(17,707)

124,161

Income tax

169,289

2,698

104,618

(98,062)

178,543

Labor

118,167

(3,454)

125,884

(114,667)

125,930

Civil

54,916

(1,327)

49,973

(44,481)

59,081

Others

110,283

(7,759)

37,651

(29,599)

110,576

Total of provision for disputes and litigations

590,496

(9,824)

322,135

(304,516)

598,291

   

 

 

 

 

Restructuring

8,728

921

-

(84)

9,565

   

 

 

 

 

Total provisions

599,224

(8,903)

322,135

(304,600)

607,856

 

(b)  Disbursement expectative

 

 

Balance as at September 30, 2019

1 year or less

1-2 years

2-5 years

Over 5 years

           

Provision for disputes and litigations

         

Taxes on sales

124,161

31,941

85,336

1,609

5,275

Income tax

178,543

36,219

116,149

26,175

-

Labor

125,930

31,017

41,927

30,300

22,686

Civil

59,081

13,106

37,402

4,462

4,111

Others

110,576

22,976

22,794

62,021

2,785

Total of provision for disputes and litigations

598,291

135,259

303,608

124,567

34,857

 

 

 

 

 

 

Restructuring

9,565

8,009

-

1,556

-

 

 

 

 

 

 

Total provisions

607,856

143,268

303,608

126,123

34,857

 

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

(c) Main lawsuits with probable likelihood of loss:

(c.1) Income and Sales taxes

 

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

 

27


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

(c.2) Labor

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

 

(c.3) Civil

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

 

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

 

13.    CHANGES IN EQUITY

 

(a) Capital stock

 

 

 

09/30/2019

 

 

09/30/2018

 

Thousands  of common shares

Thousands  of Real

 

Thousands  of common shares

Thousands  of Real

Beginning balance as per statutory books

15,722,147

57,710,202

 

15,717,615

57,614,140

Share issued

11,428

156,557

 

4,532

96,062

 

15,733,575

57,866,759

 

15,722,147

57,710,202

 

(b)  Capital reserves

 

 

Capital Reserves

 

 

Treasury shares

Share Premium

Others capital reserves

 Share-based Payments

 Total

 

 

 

 

 

 

At December 31, 2018

(882,734)

53,662,811

700,898

1,300,219

54,781,194

Capital Increase

(43,515)

-

-

(100,227)

(143,742)

Purchase of shares and result on treasury shares

(17,342)

-

-

-

(17,342)

Share-based payments

-

-

-

159,188

159,188

At September 30, 2019

(943,591)

53,662,811

700,898

1,359,180

54,779,298

 

 

 

28


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

Capital Reserves

 

 

Treasury shares

Share Premium

Others capital reserves

 Share-based Payments

 Total

 

 

 

 

 

 

At December 31, 2017

(894,994)

53,662,811

700,898

1,232,194

54,700,909

Capital Increase

-

-

-

(89,876)

(89,876)

Effect of application of IAS 29 (hyperinflation)

-

-

-

(9,272)

(9,272)

Purchase of shares and result on treasury shares

10,636

-

-

-

10,636

Share-based payments

-

-

-

124,320

124,320

At September 30, 2018

(884,358)

53,662,811

700,898

1,257,366

54,736,717

 

 

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

 

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

Follows the changes of treasury shares:

 

 

Purchase /realization shares

 

Result on Treasure Shares

 

Total Treasure Shares

 

Thousands  shares

 

Thousands  Brazilian Real

 

Thousands  shares

 

Thousands  Brazilian Real

       

At December 31, 2018

1,028

 

(20,841)

 

(861,893)

 

(882,734)

Changes during the year

2,338

 

(41,800)

 

(19,057)

 

(60,857)

At September 30, 2019

3,366

 

(62,641)

 

(880,950)

 

(943,591)

 

 

Purchase /realization shares

 

Result on Treasure Shares

 

Total Treasure Shares

 

Thousands  shares

 

Thousands  Brazilian Real

 

Thousands  shares

 

Thousands  Brazilian Real

       

At December 31, 2017

7,394

 

(139,665)

 

(755,329)

 

(894,994)

Changes during the year

(5,423)

 

99,181

 

(88,545)

 

10,636

At September 30, 2018

1,971

 

(40,484)

 

(843,874)

 

(884,358)

 

(b.2) Share premium

 

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

(b.3) Share-based payment

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

 

29


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

The share-based payment reserve recorded a charge of R$159,588 at September 30, 2019 (R$118,377 at September 30, 2018) (Note 19 – Share-based payments).

(c)   Net income reserves

 

 

Net income reserves

 

Investments reserve

 Statutory reserve

 Fiscal incentive

Total

At December 31, 2018

6,710,053

4,456

8,719,584

15,434,093

Impact of the adoption of IFRS 16 (i)

(92,726)

-

-

(92,726)

At January 1, 2019 (restated)

6,617,327

4,456

8,719,584

15,341,367

 

 

 

 

 

At September 30, 2019

6,617,327

4,456

8,719,584

15,341,367

 

 

Net income reserves

 

Investments reserve

 Statutory reserve

 Fiscal incentive

Total

At December 31, 2017

1,267,721

4,456

7,388,058

8,660,235

Impact of the adoption of IFRS 16 (i)

(63,009)

-

-

(63,009)

At January 1, 2018 (restated)

1,204,712

4,456

7,388,058

8,597,226

         

At September 30, 2018 (restated)

1,204,712

4,456

7,388,058

8,597,226

 

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

 

(c.1) Investments reserve

From net income after deductions, the aim will be up to 60% investment reserve to support future investments.

(c.2) Statutory reserve

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

(c.3) Tax incentives

The Company has tax incentives framed in certain state and federal industrial-development programs in the form of financing, deferred payment of taxes or partial reductions of the amount due. These programs aim to promote the expansion of employment generation, regional decentralization, complement and diversify the industrial base of the states. In these states, the grace periods, enjoyment and reductions are permitted under the tax law.

 

 

30


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

The portion of income for the period related to tax incentives, which will be allocated to the profit reserve at the end of the fiscal year on December 31, 2019 and therefore not being used as a basis for dividend distribution, was composed of:

 

09/30/2019

09/30/2018

 ICMS (brazilian state value-added tax)

1,298,214

1,288,718

 Income tax

187,001

237,561

 

1,485,215

1,526,279

 

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

Brazilian companies are permitted to distribute interest attributed to shareholders’ equity calculated based on the long-term interest rate (TJLP), such interest being tax-deductible, in accordance with the applicable law and, when distributed, may be considered part of the minimum mandatory dividends.

As determined by its by-laws, the Company is required to distribute to its shareholders, as a minimum mandatory dividend in respect of each fiscal year ending on December 31, an amount not less than 40% of its net income determined under Brazilian law, as adjusted in accordance with applicable law, unless payment of such amount would be incompatible with Ambev’s financial situation. The minimum mandatory dividend includes amounts paid as interest on shareholders’ equity.

There was no payment of dividends or interest on shareholders' equity in the nine-month period ended September 30, 2019.

Events during nine-month period ended September 30, 2018:

 

Event

Approval

Type

Date of payment

Year

Type of share

Amount per share

Total amount

Board of Directors Meeting

05/15/2018

Dividends

07/30/2018

2018

ON

0,1600

2.515.101

             

2.515.101

 

 

31


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

(d) Carrying-value adjustments

 

 

 Carrying value adjustments

 

 

Translation reserves

Cash flow hedge

Actuarial gains/ (losses)

Options granted on subsidiary

Gains/(losses) of non-controlling interest´s share

Business combination

      Accounting adjustments for transactions between shareholders

Total

At December 31, 2018

4,089,111

777,123

(1,116,114)

(120,083)

19,558

156,091

(75,390,552)

(71,584,866)

Impact of the adoption of IFRS 16 (i)

110

-

-

-

-

-

-

110

At January 1, 2019 (restated)

4,089,221

777,123

(1,116,114)

(120,083)

19,558

156,091

(75,390,552)

(71,584,756)

Comprehensive income:

               

Gains/(losses) on translation of foreign operations

567,764

-

-

-

-

-

-

567,764

Cash flow hedges

-

119,253

-

-

-

-

-

119,253

Actuarial gains/(losses)

-

-

4,026

-

-

-

-

4,026

Total Comprehensive income

567,764

119,253

4,026

-

-

-

-

691,043

Gains/(losses) of controlling interest´s share

-

-

-

-

(352)

-

-

(352)

Tax on fictitious dividends

-

-

-

-

(6,936)

-

-

(6,936)

At September 30, 2019

4,656,985

896,376

(1,112,088)

(120,083)

12,270

156,091

(75,390,552)

(70,901,001)

 

 

 Carrying value adjustments

 

 

Translation reserves

Cash flow hedge

Actuarial gains/ (losses)

Options granted on subsidiary

Gains/(losses) of non-controlling interest´s share

Business combination

      Accounting adjustments for transactions between shareholders

Total

At December 31, 2017

1,639,099

368,806

(1,144,468)

(2,771,248)

2,099,921

156,091

(75,314,671)

(74,966,470)

Impact of the adoption of IFRS 16 (i)

(103)

-

-

-

-

-

-

(103)

At January 1, 2018 (restated)

1,638,996

368,806

(1,144,468)

(2,771,248)

2,099,921

156,091

(75,314,671)

(74,966,573)

Comprehensive income:

 

 

 

 

 

 

 

 

Gains/(losses) on translation of foreign operations

2,801,782

-

-

-

-

-

-

2,801,782

Cash flow hedges

-

1,250,776

-

-

-

-

-

1,250,776

Actuarial gains/(losses)

-

-

(6,892)

-

-

-

-

(6,892)

Total Comprehensive income

2,801,782

1,250,776

(6,892)

-

-

-

-

4,045,666

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

933,337

(441,338)

-

-

-

-

-

491,999

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

460,105

787

3,540

2,651,165

(2,073,093)

-

-

1,042,504

Tax on fictitious dividends

-

-

-

-

(6,931)

-

-

(6,931)

At September 30, 2018 (restated)

5,834,220

1,179,031

(1,147,820)

(120,083)

19,897

156,091

(75,314,671)

(69,393,335)

 

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

 

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

 

(iii) Of this amount, R$1,035,218 refers to renegotiation of shareholders agreement from Tenedora, as described in Note 1 (b).

 

32


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

(d.1) Translation reserves

 

The translation reserves comprise all foreign currency exchange differences arising from the translation of the interim financial statements with functional currency different from the Real.

The translation reserves also comprise the portion of the gain or loss on the foreign currency liabilities and on the derivative financial instruments determined to be effective net investment hedges.

 

(d.2) Cash flow hedge reserves

 

The hedging reserves comprise the effective portion of the cumulative net change in the fair value of cash flow hedges to the extent the hedged risk has not yet impacted profit or loss (For additional information, see Note 20 – Financial instruments and risks).

 

(d.3) Actuarial gains and losses

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

(d.4) Options granted on subsidiary

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

On September 30, 2019 the put option held by ELJ was valued at R$2,701,049 (R$2,449,334 on December 31, 2018) and the liability categorized as “Level 3”, as under Note 20 (b) and in accordance with the IFRS 3. No value has been assigned to the call option held by the Company. The fair value of this consideration deferred was calculated by using standard valuation techniques (present value of the principal amount and future interest rates, discounted by the market rate). The criteria used are based on market information and from reliable sources and the fair value is revaluated on an annual basis.

 

 

33


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

As part of the agreement to acquire the shares of Sucos do Bem, the Company has been granted a put option and a call option on minority shareholders' participation determined by gross revenue of its products and exercisable until 2020, with a few exceptions. On September 30, 2019 the put option was valued at R$139,973 (R$136,034 on December 31, 2018).

 

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

 

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

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

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

 

 

34


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

14.    SEGMENT REPORTING

 

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

 

 

Brazil

CAC (i)

Latin America - South (ii)

Canada

Consolidated

 

09/30/2019

09/30/2018

09/30/2019

09/30/2018

09/30/2019

09/30/2018

09/30/2019

09/30/2018

09/30/2019

09/30/2018

   

(restated)

 

(restated)

 

(restated)

 

(restated)

 

(restated)

Net sales

19,831,103

18,163,906

4,804,768

4,099,327

6,781,521

6,770,178

5,325,519

5,180,096

36,742,911

34,213,507

Cost of sales

(8,490,991)

(6,799,999)

(2,090,371)

(1,779,054)

(2,737,358)

(2,795,661)

(1,980,014)

(1,829,344)

(15,298,734)

(13,204,058)

Gross profit

11,340,112

11,363,907

2,714,397

2,320,273

4,044,163

3,974,517

3,345,505

3,350,752

21,444,177

21,009,449

Distribution expenses

(2,748,628)

(2,649,033)

(481,685)

(437,127)

(746,127)

(667,260)

(1,018,303)

(962,341)

(4,994,743)

(4,715,761)

Sales and marketing expenses

(2,286,738)

(2,343,972)

(401,948)

(420,437)

(755,332)

(831,391)

(752,520)

(751,399)

(4,196,538)

(4,347,199)

Administrative expenses

(1,246,309)

(1,038,352)

(195,170)

(225,167)

(307,646)

(276,445)

(252,263)

(228,681)

(2,001,388)

(1,768,645)

Other operating income/(expenses)

565,557

733,765

52,829

18,616

(32,581)

(49,252)

(26,058)

(5,745)

559,747

697,384

Exceptional items

(27,958)

(17,223)

(5,720)

74,543

(33,202)

(40,452)

-

-

(66,880)

16,868

Income from operations (EBIT)

5,596,036

6,049,092

1,682,703

1,330,701

2,169,275

2,109,717

1,296,361

1,402,586

10,744,375

10,892,096

Net finance cost

(568,638)

(1,391,179)

(52,103)

(62,405)

(870,161)

(831,518)

(54,401)

(76,807)

(1,545,303)

(2,361,909)

Share of result of joint ventures

(3,736)

(5,687)

(2,211)

4,439

-

-

(5,168)

1,148

(11,115)

(100)

Income before income tax

5,023,662

4,652,226

1,628,389

1,272,735

1,299,114

1,278,199

1,236,792

1,326,927

9,187,957

8,530,087

Income tax expense

(34,822)

638,913

(444,600)

(317,149)

(252,481)

(492,547)

(486,700)

(475,313)

(1,218,603)

(646,096)

Net income

4,988,840

5,291,139

1,183,789

955,586

1,046,633

785,652

750,092

851,614

7,969,354

7,883,991

 

 

 

 

 

 

 

 

 

 

 

Normalized EBITDA (iii)

7,739,569

8,016,669

2,077,359

1,581,001

2,865,489

2,857,301

1,539,951

1,599,116

14,222,368

14,054,087

Exceptional items

(27,958)

(17,223)

(5,720)

74,543

(33,202)

(40,452)

-

-

(66,880)

16,868

Depreciation. amortization and impairment

(2,115,575)

(1,950,354)

(388,936)

(324,843)

(663,012)

(707,132)

(243,590)

(196,530)

(3,411,113)

(3,178,859)

Net finance costs

(568,638)

(1,391,179)

(52,103)

(62,405)

(870,161)

(831,518)

(54,401)

(76,807)

(1,545,303)

(2,361,909)

Share of result of joint ventures

(3,736)

(5,687)

(2,211)

4,439

-

-

(5,168)

1,148

(11,115)

(100)

Income tax expense

(34,822)

638,913

(444,600)

(317,149)

(252,481)

(492,547)

(486,700)

(475,313)

(1,218,603)

(646,096)

Net income

4,988,840

5,291,139

1,183,789

955,586

1,046,633

785,652

750,092

851,614

7,969,354

7,883,991

 

 

 

 

 

 

 

 

 

 

 

Normalized EBITDA margin in %

39.0%

44.1%

43.2%

38.6%

42.3%

42.2%

28.9%

30.9%

38.7%

41.1%

 

 

 

 

 

 

 

 

 

 

 

Acquisition of property, plant and equipment

2,045,381

1,301,564

416,094

302,986

471,596

491,408

132,481

122,196

3,065,552

2,218,154

 

 

 

35


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

(continued)

 

 

Brazil

CAC (i)

Latin America - South (ii)

Canada

Consolidated

 

09/30/2019

12/31/2018

(restated)

09/30/2019

12/31/2018

(restated)

09/30/2019

12/31/2018

(restated)

09/30/2019

12/31/2018

(restated)

09/30/2019

12/31/2018

(restated)

Segment assets

41,844,781

41,478,586

11,811,358

11,270,219

14,731,997

14,472,056

12,359,540

11,065,962

80,747,676

78,286,823

Intersegment elimination

 

 

 

 

 

 

 

 

(2,673,947)

(2,246,449)

Non-segmented assets

 

 

 

 

 

 

 

 

24,401,588

19,674,043

Total assets

 

 

 

 

 

 

 

 

102,475,317

95,714,417

 

 

 

 

 

 

 

 

 

 

 

Segment liabilities

16,115,551

18,252,112

3,626,320

3,420,931

4,176,672

4,484,598

3,886,629

3,584,762

27,805,172

29,742,403

Intersegment elimination

 

 

 

 

 

 

 

 

(2,673,928)

(2,246,443)

Non-segmented liabilities

 

 

 

 

 

 

 

 

77,344,073

68,218,457

Total liabilities

 

 

 

 

 

 

 

 

102,475,317

95,714,417

 

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

 

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

 

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

 

 

36


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

(b) Reportable segments – three-month periods ended in:

 

 

Brazil

CAC (i)

Latin America - South (ii)

Canada

Consolidated

 

09/30/2019

09/30/2018

09/30/2019

09/30/2018

09/30/2019

09/30/2018

09/30/2019

09/30/2018

09/30/2019

09/30/2018

   

(restated)

 

(restated)

 

(restated)

 

(restated)

 

(restated)

Net sales

6,340,561

6,160,753

1,656,862

1,572,076

1,971,400

1,290,141

1,988,829

2,040,773

11,957,652

11,063,743

Cost of sales

(2,824,005)

(2,260,028)

(726,182)

(719,131)

(897,711)

(685,261)

(781,834)

(701,398)

(5,229,732)

(4,365,818)

Gross profit

3,516,556

3,900,725

930,680

852,945

1,073,689

604,880

1,206,995

1,339,375

6,727,920

6,697,925

Distribution expenses

(936,719)

(888,611)

(168,629)

(166,321)

(220,100)

(112,123)

(392,405)

(381,601)

(1,717,853)

(1,548,656)

Sales and marketing expenses

(738,384)

(687,767)

(147,452)

(146,704)

(199,840)

(200,187)

(274,631)

(276,015)

(1,360,307)

(1,310,673)

Administrative expenses

(417,805)

(392,012)

(57,930)

(79,297)

(72,743)

(49,881)

(83,988)

(94,619)

(632,466)

(615,809)

Other operating income/(expenses)

152,115

201,628

(3,371)

3,266

(5,294)

(12,422)

(5,723)

5,824

137,727

198,296

Exceptional items

(6,127)

(8,816)

(2,695)

840

(5,736)

(4,851)

-

-

(14,558)

(12,827)

Income from operations (EBIT)

1,569,636

2,125,147

550,603

464,729

569,976

225,416

450,248

592,964

3,140,463

3,408,256

Net finance cost

304,675

(552,346)

(3,105)

(35,971)

(239,977)

(60,545)

(367,391)

(11,873)

(305,798)

(660,735)

Share of result of joint ventures

(1,843)

(1,994)

(430)

(1,692)

-

-

(5,975)

414

(8,248)

(3,272)

Income before income tax

1,872,468

1,570,807

547,068

427,066

329,999

164,871

76,882

581,505

2,826,417

2,744,249

Income tax expense

(98,895)

542,939

(112,062)

(131,586)

163,462

(71,168)

(174,537)

(199,076)

(222,032)

141,109

Net income

1,773,573

2,113,746

435,006

295,480

493,461

93,703

(97,655)

382,429

2,604,385

2,885,358

 

 

 

 

 

 

 

 

 

 

 

Normalized EBITDA (iii)

2,404,579

2,773,049

688,134

583,970

752,479

576,134

565,286

660,319

4,410,478

4,593,472

Exceptional items

(6,127)

(8,816)

(2,695)

840

(5,736)

(4,851)

-

-

(14,558)

(12,827)

Depreciation. amortization and impairment

(828,816)

(639,086)

(134,836)

(120,081)

(176,767)

(345,867)

(115,038)

(67,355)

(1,255,457)

(1,172,389)

Net finance costs

304,675

(552,346)

(3,105)

(35,971)

(239,977)

(60,545)

(367,391)

(11,873)

(305,798)

(660,735)

Share of result of joint ventures

(1,843)

(1,994)

(430)

(1,692)

-

-

(5,975)

414

(8,248)

(3,272)

Income tax expense

(98,895)

542,939

(112,062)

(131,586)

163,462

(71,168)

(174,537)

(199,076)

(222,032)

141,109

Net income

1,773,573

2,113,746

435,006

295,480

493,461

93,703

(97,655)

382,429

2,604,385

2,885,358

 

 

 

 

 

 

 

 

 

 

 

Normalized EBITDA margin in %

37.9%

45.0%

41.5%

37.1%

38.2%

44.7%

28.4%

32.4%

36.9%

41.5%

 

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

 

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

 

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

 

 

37


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

(c) Additional information – by business unit:

 

 

 

 

Nine-month period ended:

 

 

 

 

Three-month period ended:

 

Brazil

 

Brazil

 

Beer

Soft drink and
Non-alcoholic and
non-carbonated

Total

 

Beer

Soft drink and
Non-alcoholic and
non-carbonated

Total

 

09/30/2019

09/30/2018

09/30/2019

09/30/2018

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

09/30/2019

09/30/2018

09/30/2019

09/30/2018

   

(restated)

 

(restated)

 

(restated)

   

(restated)

 

(restated)

 

(restated)

Net sales

16,743,208

15,536,963

3,087,895

2,626,943

19,831,103

18,163,906

 

5,313,882

5,256,792

1,026,679

903,961

6,340,561

6,160,753

Cost of sales

(6,990,220)

(5,598,043)

(1,500,771)

(1,201,956)

(8,490,991)

(6,799,999)

 

(2,285,623)

(1,914,168)

(538,382)

(345,860)

(2,824,005)

(2,260,028)

Gross profit

9,752,988

9,938,920

1,587,124

1,424,987

11,340,112

11,363,907

 

3,028,259

3,342,624

488,297

558,101

3,516,556

3,900,725

Distribution expenses

(2,243,569)

(2,159,048)

(505,059)

(489,985)

(2,748,628)

(2,649,033)

 

(759,198)

(720,400)

(177,521)

(168,211)

(936,719)

(888,611)

Sales and marketing expenses

(1,992,198)

(2,204,680)

(294,540)

(139,292)

(2,286,738)

(2,343,972)

 

(632,627)

(656,461)

(105,757)

(31,306)

(738,384)

(687,767)

Administrative expenses

(1,075,355)

(878,578)

(170,954)

(159,774)

(1,246,309)

(1,038,352)

 

(363,767)

(329,677)

(54,038)

(62,335)

(417,805)

(392,012)

Other operating income/(expenses)

398,007

524,189

167,550

209,576

565,557

733,765

 

127,781

111,057

24,334

90,571

152,115

201,628

Exceptional items

(27,958)

(14,584)

-

(2,639)

(27,958)

(17,223)

 

(6,127)

(7,529)

-

(1,287)

(6,127)

(8,816)

Income from operations (EBIT)

4,811,915

5,206,219

784,121

842,873

5,596,036

6,049,092

 

1,394,321

1,739,614

175,315

385,533

1,569,636

2,125,147

Net finance cost

(548,145)

(1,371,852)

(20,493)

(19,327)

(568,638)

(1,391,179)

 

311,316

(546,212)

(6,641)

(6,134)

304,675

(552,346)

Share of result of joint ventures

(3,736)

(5,687)

-

-

(3,736)

(5,687)

 

(1,843)

(1,994)

-

-

(1,843)

(1,994)

Income before income tax

4,260,034

3,828,680

763,628

823,546

5,023,662

4,652,226

 

1,703,794

1,191,408

168,674

379,399

1,872,468

1,570,807

Income tax expense

(34,822)

638,913

-

-

(34,822)

638,913

 

(98,895)

542,939

-

-

(98,895)

542,939

Net income

4,225,212

4,467,593

763,628

823,546

4,988,840

5,291,139

 

1,604,899

1,734,347

168,674

379,399

1,773,573

2,113,746

 

 

 

 

 

 

   

 

 

 

 

 

 

Normalized EBITDA (i)

6,705,415

6,919,207

1,034,154

1,097,462

7,739,569

8,016,669

 

2,143,514

2,304,724

261,065

468,325

2,404,579

2,773,049

Exceptional items

(27,958)

(14,584)

-

(2,639)

(27,958)

(17,223)

 

(6,127)

(7,529)

-

(1,287)

(6,127)

(8,816)

Depreciation, amortization and impairment

(1,865,542)

(1,698,404)

(250,033)

(251,950)

(2,115,575)

(1,950,354)

 

(743,066)

(557,581)

(85,750)

(81,505)

(828,816)

(639,086)

Net finance costs

(548,145)

(1,371,852)

(20,493)

(19,327)

(568,638)

(1,391,179)

 

311,316

(546,212)

(6,641)

(6,134)

304,675

(552,346)

Share of result of joint ventures

(3,736)

(5,687)

-

-

(3,736)

(5,687)

 

(1,843)

(1,994)

-

-

(1,843)

(1,994)

Income tax expense

(34,822)

638,913

-

-

(34,822)

638,913

 

(98,895)

542,939

-

-

(98,895)

542,939

Net income

4,225,212

4,467,593

763,628

823,546

4,988,840

5,291,139

 

1,604,899

1,734,347

168,674

379,399

1,773,573

2,113,746

 

 

 

 

 

 

   

 

 

 

 

 

 

Normalized EBITDA margin in %

40.0%

44.5%

33.5%

41.8%

39.0%

44.1%

 

40.3%

43.8%

25.4%

51.8%

37.9%

45.0%

                                     

 

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

 

 

38


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

15.    NET SALES

 

Reconciliation between gross sales and net sales:

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

           

Gross sales and/or services

53,631,259

50,615,765

 

17,239,068

16,233,846

Excise duty

(11,376,548)

(11,161,021)

 

(3,556,572)

(3,758,075)

Discounts

(5,511,800)

(5,241,237)

 

(1,724,844)

(1,412,028)

 

36,742,911

34,213,507

 

11,957,652

11,063,743

 

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

 

16.    OTHER OPERATING INCOME / (EXPENSES)

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

Government grants/NPV of long term fiscal incentives

510,959

622,137

 

115,761

213,236

(Additions)/Reversals to provisions

(1,365)

(33,049)

 

6,979

(17,292)

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

27,603

(62,501)

 

14,774

(41,580)

Other operating income/(expenses), net

22,550

170,797

 

213

43,932

 

559,747

697,384

 

137,727

198,296

 

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

 

17.    FINANCE COST AND INCOME

 

(a)    Finance costs

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

 

 

(restated)

 

 

(restated)

Interest expense

(1,168,072)

(1,093,388)

 

(393,842)

(342,785)

Capitalized borrowings

-

402

 

-

284

Net Interest on pension plans

(76,322)

(77,308)

 

(25,801)

(26,927)

Losses on hedging instruments

(710,313)

(676,011)

 

(311,664)

(181,261)

Interest on provision for disputes and litigations

(65,818)

(108,781)

 

(42,013)

(62,248)

Exchange variation

(416,804)

(696,212)

 

(286,810)

(213,689)

Interest and foreign exchange rate on loans

(34,887)

(9,834)

 

(4,282)

(364)

Financial instruments at fair value through profit or loss

(4,266)

(4,977)

 

(2,133)

(2,133)

Tax on financial transactions

(130,281)

(234,553)

 

(57,631)

(38,675)

Bank guarantee expenses

(97,246)

(85,035)

 

(27,776)

(22,162)

Other financial results

(147,078)

(95,086)

 

(21,051)

(16,064)

 

(2,851,087)

(3,080,783)

 

(1,173,003)

(906,024)

 

 

   

 

 

Non-recurring finance cost

(99,017)

-

 

-

-

 

(2,950,104)

(3,080,783)

 

(1,173,003)

(906,024)

 

39


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

The exceptional net finance cost refers to the realization of the exchange variation of loans settled with related parties, historically recognized in shareholders' equity, in the amount of R$99,017 in September 30, 2019.

 

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

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

 

 

(restated)

 

 

(restated)

Financial instruments measured at amortized cost

(400,830)

(442,958)

 

(136,605)

(164,672)

Financial instruments at fair value through profit or loss

(767,242)

(650,430)

 

(257,237)

(178,113)

 

(1,168,072)

(1,093,388)

 

(393,842)

(342,785)

 

(b)    Finance income

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

Interest income

916,803

301,868

 

625,879

104,953

Gains on derivative

-

80,642

 

-

-

Financial instruments at fair value through profit or loss

36,942

189,541

 

266

390

Other financial results

22,902

31,418

 

(2,519)

24,541

 

976,647

603,469

 

623,626

129,884

 

 

   

 

 

Non-recurring finance income

173,693

-

 

173,693

-

Effect of application of IAS 29 (hyperinflation)

254,461

115,405

 

69,886

115,405

 

1,404,801

718,874

 

867,205

245,289

 

Interest income arose from the following financial assets:

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

Cash and cash equivalents

317,888

169,759

 

115,621

59,618

Investment securities held for trading

4,233

20,169

 

100

9,720

Other receivables

594,682

111,940

 

510,158

35,615

 

916,803

301,868

 

625,879

104,953

 

 

40


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

18.    INCOME TAX AND SOCIAL CONTRIBUTION

 

Income taxes reported in the income statement were as follows:

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

 

 

(restated)

 

 

(restated)

Income tax expense - current

(2,435,979)

(1,866,535)

 

(649,270)

(475,185)

 

 

   

 

 

Deferred tax expense on temporary differences

1,118,269

868,795

 

446,993

479,130

Deferred tax over taxes losses carryforwards movements  in the current period

99,107

351,644

 

(19,755)

137,164

Total deferred tax (expense)/income

1,217,376

1,220,439

 

427,238

616,294

 

 

   

 

 

Total income tax expenses

(1,218,603)

(646,096)

 

(222,032)

141,109

 

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

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

 

 

(restated)

 

 

(restated)

Profit before tax

9,187,957

8,530,087

 

2,826,417

2,744,249

Adjustment on taxable basis

 

   

 

 

Others non-taxable income

(805,530)

(294,879)

 

(676,165)

(241,436)

Government grants related to sales taxes

(1,298,214)

(1,288,718)

 

(372,355)

(436,885)

Share of result of joint ventures

11,115

100

 

8,248

3,272

Non-deductible expenses

198,996

175,091

 

70,586

75,402

Complement of income tax of foreign subsidiaries due in Brazil

253,564

109,792

 

2,042

57,107

Results of intercompany transactions

(403,096)

(557,093)

 

(143,023)

(190,002)

 

7,144,792

6,674,380

 

1,715,750

2,011,707

Aggregated weighted nominal tax rate

29.12%

29.11%

 

28.78%

27.92%

Taxes payable – nominal rate

(2,080,462)

(1,943,011)

 

(493,834)

(561,655)

Adjustment on tax expense

 

   

 

 

Income tax Incentives

187,001

237,561

 

30,584

136,471

Deductible interest on shareholders' equity

1,139,682

1,263,344

 

383,701

538,078

Tax savings from goodwill amortization

61,183

54,487

 

19,366

17,940

Withholding income tax

(354,241)

(257,046)

 

(120,444)

(49,950)

Recognition (write-off) of deferred charges on tax losses

(141,251)

57,591

 

(93,680)

38,602

Effect of application of IAS 29 (hyperinflation)

(39,202)

(87,570)

 

(999)

(87,570)

Others with reduced taxation

8,687

28,548

 

53,274

109,193

Income tax and social contribution expense

(1,218,603)

(646,096)

 

(222,032)

141,109

Effective tax rate

13.26%

7.57%

 

7.86%

-5.14%

 

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

 

§ 

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

 

41


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

§ 

Complement of income tax of foreign subsidiaries due in Brazil: shows the result of the calculation of universal taxation of profits, according to the regulations of Law 12.973/14.

§ 

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

§ 

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

 

19.    SHARE-BASED PAYMENTS

 

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

 

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

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

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

 

42


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

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

 

In R$, except when otherwise indicated

09/30/2019

(i)

12/31/2018

(i)

         

Fair value of options granted

5.27

 

5.62

 

Share price

17.02

 

18.04

 

Exercise price

17.02

 

18.04

 

Expected volatility

26.1%

 

26.2%

 

Vesting year

5

 

5

 

Expected dividends

5%

 

5%

 

Risk-free interest rate

9.1%

(ii)

9.6%

(ii)

 

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

 

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

 

The total number of outstanding options developed were as follows:

Thousand options

09/30/2019

 

12/31/2018

       

Options outstanding at January 1st

141,328

 

135,221

Options issued during the period

1,408

 

19,899

Options exercised during the period

(6,949)

 

(9,988)

Options forfeited during the period

(13,947)

 

(3,804)

Options outstanding at ended period

121,840

 

141,328

 

The range of exercise prices of the outstanding options was between R$0.001 (R$0.001 on December 31, 2018) and R$33.67 (R$27.43 on December 31, 2018) and the weighted average remaining contractual life was approximately 5.88 years (6.27 years on December 31, 2018).

 

Of the 121,840 thousand outstanding options (141,328 thousand on December 31, 2018), 35,468 thousand options were vested on September 30, 2019 (55,538 thousands on December 31, 2018).

 

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

 

In R$ per share

09/30/2019

 

12/31/2018

       

Options outstanding at January 1 st

16.16

 

15.27

Options issued during the period

18.13

 

18.04

Options forfeited during the period

21.21

 

18.55

Options exercised during the period

8.70

 

7.47

Options outstanding at ended period

18.53

 

16.16

Options exercisable at ended period

18.52

 

2.25

 

 

 

43


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

For the options exercised during the period ended September 30, 2019, the weighted average share price on the exercise date was R$18.68 (R$21.83 as of December 31, 2018).

 

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

 

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

 

During the period, the Company granted 7,145,000 (13,055,000 as at December 31, 2018) restricted shares under the Share-Based Plan, which are valued based on the share price of the trading session immediately prior to the grant of shares, representing a fair value of approximately R$124,712 on September 30, 2019 (R$239,109 as at December 31, 2018). Such restricted share units are subject to a grace period of five years counted from the date of the grant.

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

Thousand deferred shares

09/30/2019

 

12/31/2018

       

Deferred shares outstanding at January 1st

12,308

 

16,300

New deferred shares during the period

-

 

426

Deferred shares granted during the period

(4,067)

 

(3,429)

Deferred shares forfeited during the period

(365)

 

(989)

Deferred shares outstanding at ended period

7,876

 

12,308

 

Thousand restricted shares

09/30/2019

 

12/31/2018

       

Restricted shares outstanding at January 1st

12,656

 

-

New restricted shares during the period

7,145

 

13,055

Restricted shares granted during the period

-

 

(296)

Restricted shares forfeited during the period

(395)

 

(103)

Restricted shares outstanding at ended period

19,406

 

12,656

 

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

 

 

44


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

The transactions with share-based payments described above generated an expense of R$177,725 (R$121,087 on September 30, 2018), recorded as administrative expenses.

 

20.  FINANCIAL INSTRUMENTS AND RISKS

 

Risk factors

The Company is exposed to foreign currency, interest rate, commodity price, liquidity and credit risk in the ordinary course of business. The Company analyzes each of these risks both individually and as a whole to define strategies to manage the economic impact on Company’s performance consistent with its Financial Risk Management Policy.

 

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

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

 

Derivative financial Instruments

 

Derivative financial instruments authorized by the Financial Risk Management Policy are futures contracts traded on exchanges, full deliverable forwards, non-deliverable forwards, swaps and options. At September 30, 2019, the Company and its subsidiaries had no target forward, swaps with currency verification or any other derivative operations representing a risk level above the nominal value of their contracts. The derivative operations are managed on a consolidated basis and are classified by strategies according to their purposes, as follows:

 

 

45


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

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

 

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

 

The results of these operations, measured according to their fair value, are recognized in financial results.

 

iii) Net-investment-hedge derivative instruments – transactions entered into in order to minimize exposure of the exchange differences arising from conversion of net investment in the Company's subsidiaries located abroad for translation account balance. The effective portion of the hedge is allocated to equity and the ineffectiveness portion is recorded directly in financial results.

 

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

 

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

 

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

 

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

 

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

 

 

46


 

 

 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

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

 

             

 09/30/2019

 

 Nine-month period ended: 09/30/2019

 

 Three-month period ended: 09/30/2019

 

 

 

 

 

 

 

 Fair Value

 

 Gain / (Losses)

 

 Gain / (Losses)

Exposure

 

 Risk

 

 

 Notional

 

 Assets

 Liability

 

 Finance Result

 Operational Result

 Equity

 

 Finance Result

 Operational Result

 Equity

                                 

Cost

   

(11,557,028)

 

11,357,137

 

243,517

(279,603)

 

(682,365)

625,482

692,234

 

(258,155)

(35,042)

621,355

   

 Commodity 

(2,765,172)

 

2,565,281

 

9,128

(248,964)

 

(40,789)

(129,016)

(108,277)

 

(20,246)

(63,030)

(90,141)

   

 American Dollar

(8,506,665)

 

8,506,665

 

198,523

(24,807)

 

(522,648)

798,256

821,660

 

(121,354)

38,741

695,255

   

 Euro 

(143,484)

 

143,484

 

-

(5,795)

 

(2,290)

(3,419)

(10,258)

 

(864)

(718)

(3,979)

   

 Mexican Pesos 

(141,707)

 

141,707

 

35,866

(37)

 

(116,638)

(40,339)

(10,891)

 

(115,691)

(10,035)

20,220

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Assets

   

(819,826)

 

819,826

 

59,729

(15,836)

 

(187,186)

155,916

177,313

 

(67,190)

154,147

135,450

   

 American Dollar 

(819,826)

 

819,826

 

59,729

(15,836)

 

(187,186)

155,916

177,313

 

(67,190)

154,147

135,450

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

   

(230,759)

 

230,759

 

20,927

(4,399)

 

(2,155)

2,269

1,937

 

33,259

1,705

(10,312)

   

 American Dollar 

(230,759)

 

230,759

 

20,927

(4,399)

 

(2,157)

2,427

2,043

 

33,259

1,705

(10,312)

   

 Rupee

-

 

-

 

-

-

 

2

(158)

(106)

 

-

-

-

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

   

(15,000)

 

15,000

 

-

-

 

(42)

-

-

 

20

-

-

   

 Interest rate 

(15,000)

 

15,000

 

-

-

 

(42)

-

-

 

20

-

-

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debts

   

(822,835)

 

-

 

-

-

 

5,306

-

-

 

-

-

-

   

 American Dollar 

(531,294)

 

-

 

-

-

 

-

-

-

 

-

-

-

   

 Interest rate 

(291,541)

 

-

 

-

-

 

5,306

-

-

 

-

-

-

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Instrument

   

(1,676,820)

 

1,078,369

 

26,228

(11,120)

 

159,369

-

-

 

(36,241)

-

-

   

 Stock exchange prices

(1,676,820)

 

1,078,369

 

26,228

(11,120)

 

159,369

-

-

 

(36,241)

-

-

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Investments

   

-

 

-

 

-

-

 

-

(28,487)

28,487

 

-

-

-

   

 American Dollar

-

 

-

 

-

-

 

-

(28,487)

28,487

 

-

-

-

September 30, 2019

   

(15,122,268)

 

13,501,091

 

350,401

(310,958)

 

(707,073)

755,180

899,971

 

(328,307)

120,810

746,493

 

 

 

47


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

             

 12/31/2018

 

 Nine-month period ended: 09/30/2018

 

 Three-month period ended: 09/30/2018

 

 

 

 

 

 

 

 Fair Value

 

 Gain / (Losses)

 

 Gain / (Losses)

Exposure

 

Risk

 

 

 Notional

 

 Assets

 Liability

 

 Finance Result

 Operational Result

 Equity

 

 Finance Result

 Operational Result

 Equity

                                 

Cost

   

(11,793,199)

 

11,607,208

 

184,487

(394,167)

 

(346,736)

684,120

1,962,649

 

(138,098)

309,189

358,202

   

 Commodity 

(2,597,049)

 

2,411,058

 

14,900

(270,592)

 

(32,537)

76,973

(31,005)

 

8,998

3,512

(8,802)

   

 American Dollar 

(8,774,281)

 

8,774,281

 

128,429

(119,917)

 

(315,744)

573,135

1,931,111

 

(146,077)

298,518

365,387

   

 Euro 

(152,373)

 

152,373

 

2,234

(1,020)

 

(2,006)

5,666

(2,871)

 

(784)

2,065

(3,145)

   

 Mexican Pesos 

(269,496)

 

269,496

 

38,924

(2,638)

 

3,551

28,346

65,414

 

(235)

5,094

4,762

                                 

Fixed Assets

   

(890,029)

 

890,029

 

23,701

(29,318)

 

29,887

-

-

 

3,942

-

-

   

 American Dollar 

(890,029)

 

890,029

 

23,701

(29,126)

 

23,427

-

-

 

2,816

-

-

   

 Euro 

-

 

-

 

-

(192)

 

6,460

-

-

 

1,126

-

-

                                 

Expenses

   

(314,001)

 

314,001

 

11,403

(14,150)

 

(152)

14,474

5,026

 

3,518

2,218

155

   

 American Dollar 

(311,812)

 

311,812

 

11,362

(14,150)

 

(497)

15,067

5,964

 

3,409

2,373

740

   

 Rupee

(2,189)

 

2,189

 

41

-

 

345

(593)

(938)

 

109

(155)

(585)

                                 

Cash

   

(15,000)

 

15,000

 

359

-

 

(416,064)

-

-

 

(87,629)

-

-

   

 American Dollar 

-

 

-

 

265

-

 

(416,224)

-

-

 

(87,568)

-

-

   

 Interest rate 

(15,000)

 

15,000

 

94

-

 

160

-

-

 

(61)

-

-

                                 

Debts

   

(1,010,581)

 

338,219

 

34,900

(1,127)

 

273,885

-

-

 

75,070

-

-

   

 American Dollar 

(672,362)

 

-

 

-

-

 

259,235

-

-

 

70,281

-

-

   

 Interest rate 

(338,219)

 

338,219

 

34,900

(1,127)

 

14,650

-

-

 

4,789

-

-

                                 

Equity Instrument

   

(1,535,355)

 

1,108,416

 

82

(242,986)

 

(217,805)

-

-

 

(4,266)

-

-

   

 American Dollar 

(1,535,355)

 

1,108,416

 

82

(242,986)

 

(217,805)

-

-

 

(4,266)

-

-

Total

   

(15,558,165)

 

14,272,873

 

254,932

(681,748)

 

(676,985)

698,594

1,967,675

 

(147,463)

311,407

358,357

 

 

 

48


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

I.        Market risk

 

a.1) Foreign-currency risk

The Company is exposed to foreign currency risk on borrowings, investments, purchases, dividends and/or interest expense and income whenever they are denominated in a currency other than the functional currency of the subsidiary. The main derivatives financial instruments used to manage foreign currency risk are futures contracts, swaps, options, non-deliverable forwards and full deliverable forwards.

 

a.2) Commodity Risk

A significant portion of the Company’s inputs comprise commodities which historically have experienced substantial price fluctuations. The Company therefore uses both fixed price purchasing contracts and derivative financial instruments to minimize its exposure to commodity price volatility. The Company has important exposures to the following commodities: aluminum, sugar, wheat and corn. These derivative financial instruments have been designated as cash-flow hedges.

 

a.3) Interest rate risk

The Company applies a dynamic interest rate hedging approach whereby the target mix between fixed and floating rate debts is reviewed periodically. The purpose of the Company’s policy is to achieve an optimal balance between cost of funding and volatility of financial results, taking into account market conditions as well as the Company’s overall business strategy and this strategy is reviewed periodically.

 

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

 

 

09/30/2019

 

Pre - Hedge

 

Post - Hedge

 

Interest rate

 Amount

 

Interest rate

 Amount

Brazilian Real

10.0%

2,076,335

 

10.0%

2,076,335

Dominican Peso

9.7%

219,013

 

9.7%

219,013

American Dollar

3.6%

20,876

 

3.6%

20,876

Guatemala´s Quetzal

7.8%

12,320

 

7.8%

12,320

Canadian Dollar

3.5%

140,697

 

3.5%

140,697

Others

9.8%

108,909

 

9.8%

108,909

Interest rate pre-set

 

2,578,150

 

 

2,578,150

 

 

 

 

 

 

 

 

 

 

 

 

Brazilian Real

9.4%

169,502

 

9.4%

169,502

American Dollar

3.4%

510,418

 

3.4%

510,418

Canadian  Dollar

2.6%

832,088

 

2.6%

832,088

Interest rate post fixed

 

1,512,008

 

 

1,512,008

 

 

 

49


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

12/31/2018

(restated)

 

Pre - Hedge

 

Post - Hedge

 

Interest rate

 Amount

 

Interest rate

 Amount

Brazilian Real

9.7%

2,034,555

 

10.1%

1,756,179

Dominican Peso

9.4%

217,450

 

9.4%

217,450

American Dollar

4.4%

42,392

 

4.4%

42,392

Guatemala´s Quetzal

7.8%

11,460

 

7.8%

11,460

Canadian Dollar

3.5%

145,513

 

3.5%

145,513

Other Latin American Currencies

10.2%

32,092

 

10.2%

32,092

Interest rate pre-set

 

2,483,462

   

2,205,086

           
           

Brazilian Real

9.1%

237,658

 

6.8%

516,034

American Dollar

3.6%

629,973

 

3.6%

629,973

Canadian  Dollar

2.8%

752,570

 

2.8%

752,570

Interest rate post fixed

 

1,620,201

   

1,898,577

 

Sensitivity analysis

The Company mitigates risks arising from non-derivative financial assets and liabilities substantially, through derivative financial instruments. In this context, the Company has identified the main risk factors that may generate losses from these derivative financial instruments and has developed a sensitivity analysis based on three scenarios, which may impact the Company’s future results and/or cash flow, as described below:

 

1 – Probable scenario: Management expectations of deterioration in each transaction’s main risk factor. To measure the possible effects on the results of derivative transactions, the Company uses parametric Value at Risk (VaR), which is a statistical measure developed through estimates of standard deviation and correlation between the returns of several risk factors. This model results in the loss limit expected for an asset over a certain time period and confidence interval. Under this methodology, we used the potential exposure of each financial instrument, a range of 95% and horizon of 21 days after September 30, 2019 for the calculation, which are presented in the module.

 

2 – Adverse scenario: 25% deterioration in each transaction’s main risk factor as compared to the level observed on September 30, 2019.

 

3 – Remote scenario: 50% deterioration in each transaction’s main risk factor as compared to the level observed on September 30, 2019.

 

 

 

50


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Transaction

Risk

Fair Value

Probable scenario

Adverse scenario

Remote
 scenario

           

Commodities hedge

Decrease on commodities price

(239,836)

(309,588)

(881,156)

(1,522,476)

Input purchase

 

239,836

315,256

931,129

1,622,422

Foreign exchange hedge

Foreign currency decrease

203,750

107,445

(1,994,214)

(4,192,178)

Input purchase

 

(203,750)

(107,445)

1,994,214

4,192,178

Costs effects

 

-

5,668

49,973

99,946

   

 

 

 

 

Foreign exchange hedge

Foreign currency decrease

43,893

22,228

(161,064)

(366,020)

Capex Purchase

 

(43,893)

(22,228)

161,064

366,020

Fixed assets effects

 

-

-

-

-

   

 

 

 

 

Foreign exchange hedge

Foreign currency decrease

16,528

10,278

(41,162)

(98,852)

Expenses

 

(16,528)

(10,278)

41,162

98,852

Expenses effects

 

-

-

-

-

   

 

 

 

 

Interest Hedge

Decrease in interest rate

-

(227)

(277)

(330)

Interest revenue

 

-

227

277

330

Cash effects

 

-

-

-

-

   

 

 

 

 

Debt

Foreign currency decrease

-

3,668

132,823

265,647

Interest expenses

Increase in interest rate

-

1,548

15,217

28,633

Debt effects

 

-

5,216

148,040

294,280

   

 

 

 

 

Equity Instrument Hedge

Stock exchange price decrease

15,108

(25,522)

(254,484)

(524,076)

Expenses

 

(15,108)

45,557

404,097

823,301

Equity effects

 

-

20,035

149,613

299,225

   

-

30,919

347,626

693,451

 

As at September 30, 2019 the notional and fair value amounts per instrument and maturity were as follows:

 

 

 Notional Value

Exposure

Risk

2019

2020

2021

2022

 >2022

 Total

               

Cost

 

7,393,615

3,963,522

-

-

-

11,357,137

 

  Commodity 

742,175

1,823,106

-

-

-

2,565,281

 

  American Dollar 

6,572,313

1,934,352

-

-

-

8,506,665

 

  Euro 

35,956

107,528

-

-

-

143,484

 

  Mexican Peso 

43,171

98,536

-

-

-

141,707

   

 

 

 

 

 

 

Fixed asset

 

581,740

238,086

-

-

-

819,826

 

  American Dollar 

581,740

238,086

-

-

-

819,826

   

 

 

 

 

 

 

Expenses

 

156,235

74,524

-

-

-

230,759

 

  American Dollar 

156,235

74,524

-

-

-

230,759

   

 

 

 

 

 

 

Cash

 

-

15,000

-

-

-

15,000

 

  Interest rate

-

15,000

-

-

-

15,000

   

 

 

 

 

 

 

Equity Instrument

 

34,040

1,044,329

-

-

-

1,078,369

 

 Stock prices

34,040

1,044,329

-

-

-

1,078,369

   

8,165,630

5,335,461

-

-

-

13,501,091

 

51


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

 

 Fair Value

Exposure

Risk

2019

2020

2021

2022

 >2022

 Total

               

Cost

 

65,430

(101,516)

-

-

-

(36,086)

 

Commodity

(124,132)

(115,704)

-

-

-

(239,836)

 

American Dollar

160,242

13,474

-

-

-

173,716

 

Euro

(2,304)

(3,491)

-

-

-

(5,795)

 

Mexican Peso

31,624

4,205

-

-

-

35,829

   

 

 

 

 

 

 

Fixed asset

 

34,777

9,116

-

-

-

43,893

 

American Dollar

34,777

9,116

-

-

-

43,893

   

 

 

 

 

 

 

Expenses

 

15,454

1,074

-

-

-

16,528

 

American Dollar

15,454

1,074

-

-

-

16,528

   

 

 

 

 

 

 

Equity Instrument

 

4,587

10,521

-

-

-

15,108

 

 Stock prices

4,587

10,521

-

-

-

15,108

   

120,248

(80,805)

-

-

-

39,443

 

  II.    Credit Risk

 

Concentration of credit risk on trade receivables

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

Concentration of credit risk on counterpart

In order to minimize the credit risk of its investments, the Company has adopted procedures for the allocation of cash and investments, taking into consideration limits and credit analysis of financial institutions, avoiding credit concentration, i.e., the credit risk is monitored and minimized to the extent that negotiations are carried out only with a select group of highly rated counterparties.

 

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

 

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

 

52


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

As at September 30, 2019, the Company held its main short-term investments with the following financial institutions: Banco do Brasil, Bradesco, Bank Mendes Gans, BNP Paribas, Caixa Econômica Federal, Citibank, Itaú, JP Morgan Chase, Santander, ScotiaBank and Toronto Dominion Bank. The Company had derivative agreements with the following financial institutions: Banco Bisa, Banco Galícia, BBVA, Barclays, BNB, BNP Paribas, Bradesco, Citibank, Deutsche Bank, Itaú, Goldman Sachs, JP Morgan Chase, Macquarie, Merrill Lynch, Morgan Stanley, Santander, Standard Bank, ScotiaBank and TD Securities.

The carrying amount of cash and cash equivalents, investment securities, trade receivables excluding prepaid expenses, recoverable taxes and derivative financial instruments are disclosed net of provisions for impairment and represents the maximum exposure of credit risks at September 30, 2019. There was no concentration of credit risk with any counterparties as at September 30, 2019.

 

III.     Liquidity Risk

 

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

 

IV.    Equity price risk

 

Through the equity swap transactions approved on May 15th, 2018, December 20th, 2018 and May 15th, 2019 by Ambev’s Board of Directors (see Note 1 - Corporate information), the Company, or its subsidiaries, will receive the price variation related to its shares traded on the stock exchange or ADRs, neutralizing the possible effects of stock-price variation in view of the share-based payment of the Company. As these derivative instruments are not characterized as hedge accounting they were not therefore designated to any hedge.

 

At September 30, 2019, an exposure equivalent to R$1.7 billion (R$1.5 billion as of December 31, 2018) in AmBev’s shares (or ADR’s) was partially hedged, resulting in a gain in income statement of R$159,369 (a loss in income statement of R$217,805 as of September 30, 2018).

 

  V.    Capital management

 

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

 

 

53


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

Financial instruments

 

(a) Financial instruments categories

 

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

 

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

 

 09/30/2019

 

Fair value through other comprehensive income

Amortized cost

Fair value through profit or loss

Total

Financial assets

       

Cash and cash equivalents

6,914,111

8,102,803

-

15,016,914

Trade  receivables excluding prepaid expenses

-

6,127,358

-

6,127,358

Investment securities

-

166,068

14,304

180,372

Financial instruments derivatives

-

-

26,228

26,228

Derivatives hedge

-

-

324,173

324,173

Total

6,914,111

14,396,229

364,705

21,675,045

 

 

 

 

 

Financial liabilities

 

 

 

 

Trade payables and put option granted on subsidiary and other liabilities

-

14,184,265

2,912,002

17,096,267

Financial instruments derivatives

-

-

11,120

11,120

Derivatives hedge

-

-

299,838

299,838

Interest-bearning loans and borrowings

-

4,090,158

-

4,090,158

Total

-

18,274,423

3,222,960

21,497,383

 

 

 

54


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

 

 12/31/2018

(restated)

 

Fair value through other comprehensive income

Amortized cost

Fair value through profit or loss

Total

Financial assets

       

Cash and cash equivalents

3,778,394

7,685,104

-

11,463,498

Trade  receivables excluding prepaid expenses

-

6,874,253

-

6,874,253

Investment securities

-

147,341

13,391

160,732

Financial instruments derivatives

-

-

34,068

34,068

Derivatives hedge

-

-

220,864

220,864

Total

3,778,394

14,706,698

268,323

18,753,415

         

Financial liabilities

       

Trade payables and put option granted on subsidiary and other liabilities

-

15,535,632

2,669,561

18,205,193

Financial instruments derivatives

-

-

243,359

243,359

Derivatives hedge

-

-

438,389

438,389

Interest-bearning loans and borrowings

-

4,103,663

-

4,103,663

Total

-

19,639,295

3,351,309

22,990,604

 

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

IFRS 13 defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

Also pursuant to IFRS 13, financial instruments measured at fair value shall be classified within the following categories:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date valuation;

 

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

 

Level 3 – unobservable inputs for the asset or liability.

 

 

55


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

 

09/30/2019

 

12/31/2018

                   
 

Level 1

Level 2

Level 3

 Total

 

Level 1

Level 2

Level 3

Total

Financial assets

                 

Financial asset at fair value through other comprehensive income

6,914,111

-

-

6,914,111

 

3,778,394

-

-

3,778,394

Financial asset at fair value through profit or loss

14,304

-

-

14,304

 

13,391

-

-

13,391

Derivatives assets at fair value through profit or loss

-

26,228

-

26,228

 

95

33,973

-

34,068

Derivatives - operational hedge

8,783

315,390

-

324,173

 

1,622

219,242

-

220,864

 

6,937,198

341,618

-

7,278,816

 

3,793,502

253,215

-

4,046,717

Financial liabilities

 

 

 

 

         

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

-

-

2,912,002

2,912,002

 

-

-

2,669,561

2,669,561

Derivatives liabilities at fair value through profit or loss

-

11,120

-

11,120

 

511

242,848

-

243,359

Derivatives - operational hedge

18,989

280,849

-

299,838

 

36,583

401,806

-

438,389

 

18,989

291,969

2,912,002

3,222,960

 

37,094

644,654

2,669,561

3,351,309

 

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

 

Reconciliation of changes in the categorization of Level 3

 

Financial liabilities at December 31, 2018

2,669,561

Acquisition of investments

(24,416)

Total gains and losses in the period

266,857

Losses/(gains) recognized in net income

167,671

Losses/(gains) recognized in equity

99,186

Financial liabilities at September 30, 2019 (i)

2,912,002

 

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

 

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

 

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

 

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

 

Calculation of fair value of derivatives

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

 

 

56


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

 

Margins given in guarantee

 

In order to comply with the guarantee requirements of the derivative exchanges and/or counterparties in certain operations with derivative financial instruments, as at September 30, 2019 the Company held R$739,045 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$653,751 on December 31, 2018).

 

Offsetting of financial assets and liabilities

 

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

 

 

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

 

 

09/30/2019

12/31/2018

     

Collateral given for own liabilities

739,153

653,751

Other commitments

1,261,831

1,338,866

 

2,000,984

1,992,617

 

 

 

Commitments with suppliers

15,191,480

12,078,641

 

15,191,480

12,078,641

 

The collateral provided for liabilities totaled approximately R$2,000,984 on September 30, 2019 (R$1,992,617 on December 31, 2018), including R$602,314 (R$574,726 on December 31, 2018) of cash guarantees. The deposits in cash used as guarantees are presented as part of other assets. To meet the guarantees required by derivative exchanges and/or counterparties contracted in certain derivative financial instrument transactions, Ambev maintained on September 30, 2019, R$739,045 (R$653,751 on December 31, 2018) in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (Note 20 – Financial instruments and risks).

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

 

 

57


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Future contractual commitments on September 30, 2019 and December 31, 2018 were as follows:

 

 

09/30/2019

12/31/2018

     

Less than 1 year

7,485,209

4,826,987

Between 1 and 2 years

4,077,376

2,932,420

More than 2 years

3,628,895

4,319,234

 

15,191,480

12,078,641

 

22. CONTINGENT LIABILITY

 

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

 

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

 

Additionally, the Company has lawsuits related to tax, civil and labor for which the likelihood of loss is classified as possible by Management, and for which there are no provisions, as the composition and estimates of amounts as follows:

 

 

09/30/2019

12/31/2018

     

IRPJ and CSLL

38,512,277

37,867,374

ICMS and IPI

22,985,087

23,891,369

PIS and COFINS

2,563,848

4,386,342

Labor

461,081

353,425

Civil

412,047

4,385,657

Others

1,022,275

1,171,252

 

65,956,615

72,055,419

 

Principal lawsuits with a likelihood of possible loss:

 

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

 

 

 

58


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Brazilian Federal Taxes

Profits earned abroad

 

Since 2005, certain subsidiaries of Ambev received assessments from the Brazilian Federal Tax Authorities relating to profits of its foreign subsidiaries. The cases are being challenged at both the administrative and judicial levels of the courts.

 

The administrative proceedings have partially favorable decisions, which are still subject to review by the administrative court. On the other hand, at the judicial level the Company has a favorable injunction, in order to suspend the enforceability of the tax credit, and favorable first-level decisions still subject to review by the second-level judicial court.

 

In September 2019, Ambev Management estimated an exposure with possible chances of loss of approximately R$7.1 billion (R$7.7 billion at December 31, 2018) and approximately R$51.8 million for which we have recorded a provision (R$45.8 million at December 31, 2018).

 

Disallowance of taxes paid abroad

 

Since 2014, Ambev has been receiving tax assessments related to the disallowance of deductions associated with taxes paid abroad by its foreign subsidiaries, and has been filing defenses. The cases are being challenged at the administrative level and they are still waiting final decisions.

 

In September 2017, Ambev decided to include part of those tax assessments in the Brazilian Federal Tax Regularization Program of the Provisional Measure nº 783.

 

As at September 30, 2019, Ambev Management estimates the exposure of approximately R$10.0 billion (R$9.5 billion as of December 31, 2018) as possible loss.

 

Presumed Profit

 

In April 2016, Arosuco (a subsidiary of Ambev) received a tax assessment regarding the use of the “presumed profit” method for the calculation of income tax and social contribution on net profits instead of the real profit method. In September, 2017, Arosuco received an unfavorable first level administrative decision and filed an Appeal. In 2019, a definitive favorable decision was issued in favor of the Company by the Lower Administrative Tax Court (“CARF”), canceling the assessment.

 

In March 2019, Ambev received a new tax assessment regarding the same subject and filed a defense.

 

 

59


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Arosuco Management estimates the amount of possible losses in relation to this assessment in September 2019 are approximately R$501.5 million (R$645.1 million as at December 31, 2018).

 

PIS and COFINS

PIS/COFINS over bonus products

 

Since 2015, Ambev has received tax assessments issued by the Brazilian federal tax authorities relating to amounts allegedly due under the Integration Programme/Social Security Financing Levy (PIS/COFINS) over bonus products granted to its customers. These cases are being challenged at the administrative and judicial Courts. In 2019, Ambev had favorable decisions at the administrative level. Part of these decisions are still subject to review. The ongoing case in the judicial sphere is still at an early stage.

 

Ambev Management estimates the possible losses related to these assessments in September 2019 to be approximately R$2.3 billion (R$4.0 billion as at December 31, 2018), classified as a possible loss.

 

ICMS and IPI

Manaus Free Trade Zone – IPI

 

Goods manufactured within the Manaus Free Trade Zone for remittance elsewhere in Brazil are exempt from IPI excise tax (“IPI”). Ambev’s subsidiaries have been registering presumed credits for IPI upon the acquisition of exempted goods manufactured therein. Since 2009, Ambev has been receiving tax assessments from the Brazilian Federal Tax Authorities relating to the disallowance of such presumed IPI excise tax credits. In addition, the Company has also received tax assessments from the Brazilian Federal Tax Authorities charging federal taxes allegedly unduly offset with the disallowed presumed IPI excise tax credits which are under discussion in these proceedings.

 

In April, 2019, the Federal Supreme Court ("STF") concluded the judgment of Extraordinary Appeal No. 592.891/SP, with binding effects, deciding on the right of taxpayers registering IPI excise tax presumed credits on acquisitions of raw materials and exempted inputs originated from the Manaus Free Trade Zone. As a result of this decision, the Company reclassified part of the amounts related to the cases as remote loss, maintaining as a possible loss only amounts related to other additional discussions not submitted to the analysis of the STF.

 

As at September 30, 2019, Ambev Management estimates exposure of approximately R$3.6 billion (R$3.8 billion at December 31, 2018), classified as a possible loss.

 

60


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Civil

 

Class action against Brewers Retail Inc.

 

On 12 December 2014, claimants in Canada brought a lawsuit against the Liquor Control Board of Ontario (“LCBO”), Brewers Retail Inc. (“The Beer Store”) and the owners of The Beer Store (Molson Coors Canada, Sleeman Breweries Ltd. and Labatt Breweries of Canada LP). The lawsuit, brought pursuant to the Ontario Class Proceedings Act in the Ontario Superior Court of Justice, seeks a declaration that LCBO and The Beer Store agreed with each to allocate sales, territories, customers or markets for the supply of beer sold in Ontario since June 1, 2000, and a declaration that the owners of The Beer Store agreed to fix prices. In March, the Ontario Supreme Court granted the summary judgment motions and dismissed the plaintiffs’ claims. In April, the Ontario Court of Appeal dismissed the plaintiffs’ appeal. The time limit for the plaintiffs to apply for permission to appeal to the Canadian Supreme Court expired and in July we had confirmation that the favorable decision of the Ontario Supreme Court is final. The amount involved in this lawsuit was approximately R$4.4 billion (R$3.6 billion as of December 31, 2018).

 

Contingent assets

 

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

 

The Company and its subsidiaries are demanding the refund of the PIS and COFINS paid including the ICMS and/or ICMS-ST in their taxable basis for the period from 1990 onwards. Considering the different taxation systems applicable to the cold drinks sector, as well as due to corporate reorganizations occurred over the years, the Company and its subsidiaries have several lawsuits claiming such refund. For the period until 2009, as well as for the period in which the special regime for cold drinks was in place – i.e. from January 2009 to April 2015 (article 58-J of Law 10,833, of 2003, also known as REFRI) – the amounts involved in the refund requests are still being calculated. For the period after the termination of the special regime for cold drinks (currently in place), the Company estimates that the contingent asset related to the matter is R$2.2 billion.

 

In September 2019, the Company obtained a final favorable decision and recognized the right from Companhia Antarctica Paulista (incorporated by Ambev S.A.) to exclude the ICMS from the COFINS taxable base in the period from March 2000 to May 2005, reason why it recognizing a recoverable tax of approximately R$0.7 billion.

 

 

61


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

23. NON-CASH ITEMS

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

12/31/2018

 

09/30/2019

09/30/2018

Cash financing cost other than interests

(1,932)

(198,142)

 

(3)

(126,515)

Fair value of options granted on subsidiary

31,767

135,092

 

(2,133)

2,132

Sale of subsidiary

-

-

 

-

(179,470)

Exchange transaction of shareholdings

-

(30,897)

 

-

28,177

Effect of application of IAS 29 (hyperinflation)

174,362

(19,678)

 

163,321

(19,678)

Acquisition of investment payable

20,000

-

 

-

-

 

24. RELATED PARTIES

 

Policies and practices regarding the realization of transactions with related parties

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

 

Under the Company’s by-laws, the Board of Directors is responsible for approving any transaction or agreements between the Company and/or any of its subsidiaries (except those fully subsidiaries), directors and/or shareholders (including shareholders, direct or indirect shareholders of the Company). The Antitrust Compliance and Related Parties Committee of the Company is required to advise the Board of Directors of the Company in matters related to transactions with related parties.

 

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

 

The Company’s guidelines with related parties follow reasonable or commutative terms, similar to those prevailing in the market or under which the Company would contract similar transactions with third parties. These are clearly disclosed in the financial statements as formalized in written contracts.

 

Transactions with Management members:

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

 

 

 

 

62


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Total expenses related to the Company’s Management members were as follows:

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2019

09/30/2018

 

09/30/2019

09/30/2018

           

Short-term benefits (i)

26,790

15,774

 

16,680

5,062

Share-based payments (ii)

21,601

19,935

 

20

5,401

Total key Management remuneration

48,391

35,709

 

16,700

10,463

 

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

 

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

 

Excluding the above mentioned plan (Note 19 – Share-based payments), the Company no longer has any type of transaction with the Management members or pending balances receivable or payable in its balance sheet.

Transactions with the Company's shareholders:

a) Medical, dental and other benefits

The Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficiência (“Fundação Zerrenner) is one of Ambev’s shareholders, and at September 30, 2019 held 10.2% of its total share capital. Fundação Zerrenner is also an independent legal entity whose main goal is to provide Ambev’s employees, both active and retirees, with health care and dental assistance, technical and superior education courses, facilities for assisting elderly people, through direct initiatives or through financial assistance agreements with other entities. On September 30, 2019 and December 31, 2018, actuarial responsibilities related to the benefits provided directly by Fundação Zerrenner were fully funded by plan assets, held for that purpose, which significantly exceeded the liabilities at these dates. Ambev recognizes the assets (prepaid expenses) of this plan to the extent of amounts from economic benefit available to the Company, arising from reimbursements or future contributions reduction.

The expenses incurred by Fundação Zerrenner in providing these benefits totaled R$192,970 (R$207,488 on September 30, 2018), of which R$170,536 and R$22,434 related to active employees and retirees respectively (R$180,758 and R$26,730 on September 30, 2018 related to active employees and retirees respectively).

b) Leasing

 

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

 

 

 

63


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

c) Leasing – Ambev head office

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

 

d) Licensing agreement

 

The Company maintains a licensing agreement with Anheuser-Busch, Inc., to produce, bottle, sell and distribute Budweiser products in Brazil, Canada and Argentina, and sale and distribution agreements for Budweiser products in Guatemala, in Dominican Republic, in Paraguay, in El Salvador, in Nicaragua, in Uruguay, in Chile, in Panama, in Costa Rica e in Puerto Rico. In addition, the Company produces and distributes Stella Artois products under license to ABI in Brazil and Canada and, by means of a license granted to ABI, it also distributes Brahma’s product in the United States and several countries such as the United Kingdom, Spain, Sweden, Finland and Greece. The amount recorded was R$1,428 (R$1,600 at September 30, 2018) and R$344,128 (R$332,466 at September 30, 2018) as licensing income and expense, respectively.

 

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

 

Transactions with related parties

 

 

 

 

 

09/30/2019

Current

 Trade receivables (i)

 Other Trade receivables (i)

 Trade payables (i)

 Other Trade payables  (i)

AB InBev

14,998

-

(17,688)

-

AB Services

5,099

-

(281)

-

AB USA

31,233

4,611

(197,550)

-

Bavaria

1,074

-

(35,582)

-

Cervecería Modelo

7,828

16,395

(557,651)

-

Inbev

769

64,223

(41,447)

-

ITW International

-

-

(231,155)

(105,703)

Panama Holding

29,624

-

(1,483)

-

Others

24,021

688

(173,061)

-

 

114,646

85,917

(1,255,898)

(105,703)

 

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

 

 

 

 

 

12/31/2018

Current

 Trade receivables (i)

 Other Trade receivables (i)

 Trade payables (i)

 Other Trade payables (i)

AB InBev

16,381

-

(19,670)

-

AB Procurement

1,071

-

(28)

-

AB Services

43,728

-

(1,687)

-

AB USA

27,827

3,847

(265,206)

-

Cervecería Modelo

135,111

-

(583,806)

-

Inbev

601

45,575

(14,280)

-

ITW International

-

-

(248,942)

(66,452)

Panamá Holding

41,085

-

(15,821)

-

Others

28,645

538

(126,443)

-

 

294,449

49,960

(1,275,883)

(66,452)

 

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

 

 

64


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

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

 

 

 

Nine-month period ended: 09/30/2019

Company

Product Sales and Others

Service Fee / Expense Reimbursement and Others

 

Product Purchases and Others

Service Fee / Expense Reimbursement and Others

Net Finance Cost

AB USA

33,923

-

 

(604,499)

-

-

AB Package

-

-

 

(55,693)

-

-

Cervecería Modelo

93

-

 

(931,025)

-

-

Inbev

-

-

 

(118,785)

-

-

ITW International

-

-

 

-

-

(34,887)

Others

2,628

-

 

(175,655)

-

-

 

36,644

-

 

(1,885,657)

-

(34,887)

 

 

  Three-month period ended: 09/30/2019

Company

Product Sales and Others

Service Fee / Expense Reimbursement and Others

 

Product Purchases and Others

Service Fee / Expense Reimbursement and Others

Net Finance Cost

AB USA

12,928

-

 

(202,305)

-

-

AB Package

-

-

 

(18,053)

-

-

Cervecería Modelo

(99)

-

 

(316,732)

-

-

Inbev

-

-

 

(38,629)

-

-

ITW International

-

-

 

-

-

(4,282)

Others

2,407

-

 

(58,399)

-

-

 

15,236

-

 

(634,118)

-

(4,282)

 

 

 

Nine-month period ended: 09/30/2018

Company

Product Sales and Others

Service Fee / Expense Reimbursement and Others

 

Product Purchases and Others

Service Fee / Expense Reimbursement and Others

Net Finance Cost

AB Procurement

17,113

-

 

-

(477)

-

AB USA

41,935

24

 

(553,125)

(1,652)

-

Ambev Peru

27

-

 

-

-

-

Cervecería Modelo

26

-

 

(741,042)

(2,125)

-

Inbev

-

-

 

(79,025)

-

-

Others

8,839

156

 

(108,360)

(16,742)

(8,221)

 

67,940

180

 

(1,481,552)

(20,996)

(8,221)

 

 

 

Three-month period ended: 09/30/2018

Company

Product Sales and Others

Service Fee / Expense Reimbursement and Others

 

Product Purchases and Others

Service Fee / Expense Reimbursement and Others

Net Finance Cost

AB Procurement

76

-

 

-

(477)

-

AB USA

15,566

9

 

(249,168)

(896)

-

Ambev Peru

(292)

-

 

-

-

-

Cervecería Modelo

(30)

-

 

(192,423)

(834)

-

Inbev

-

-

 

(37,992)

-

-

Others

1,413

46

 

(52,446)

(1,625)

(149)

 

16,733

55

 

(532,029)

(3,832)

(149)

 

65


 
 

Ambev S.A.

 

Notes to the interim consolidated financial statements

As at September 30, 2019

(All amounts in thousands of reais unless otherwise stated)

 

Denomination used in the tables above:

 

AB InBev Procurement GmbH (“AB Procurement”)

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

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

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

Anheuser-Busch Packaging Group Inc. (“AB Package”)

Bavaria S.A. (“Bavaria”)

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

Cerveceria Nacional S de RL (“Panamá Holding”)

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

Inbev Belgium N.V. (“Inbev”)

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

 

66

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: November 4, 2019
     
 
AMBEV S.A.
     
 
By: 
/s/ Fernando Mommensohn Tennenbaum
 
Fernando Mommensohn Tennenbaum
Chief Financial and Investor Relations Officer
 
 
 
 

 
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