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6-K Filing
Natura &Co Holding (NTCOY) 6-KCurrent report (foreign)
Filed: 8 Nov 24, 4:21pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024.
Commission File Number 001-39169
Natura &Co Holding S.A.
(Exact name of registrant as specified in its charter)
Avenida Alexandre Colares, No. 1188, Sala A17-Bloco A
Parque Anhanguera
São Paulo, São Paulo 05106-000, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
NATURA &CO HOLDING S.A.
TABLE OF CONTENTS
ITEM |
1. Individual and Consolidated Interim Financial Information of Natura &Co Holding S.A. for the three- and nine-month periods ended September 30, 2024. |
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, thereto duly authorized.
NATURA &CO HOLDING S.A. |
By: | /s/ Guilherme Strano Castellan |
Name: Guilherme Strano Castellan |
Title: Principal Financial Officer |
By: | /s/ Itamar Gaino Filho |
Name: Itamar Gaino Filho |
Title: Chief Legal and Compliance Officer |
Date: November 8, 2024
Natura &Co Holding S.A. Interim Accounting Information (ITR) Individual and Consolidated For the three- and nine-month periods ended September 30, 2024 |
(A free translation of the original in Portuguese)
Report on review of parent company and
consolidated interim accounting information
To the Board of Directors and Stockholders
Natura &Co Holding S.A.
Introduction |
We have reviewed the accompanying interim statement of financial position of Natura &S.A. ("Company") as at 30 September 2024 and the related statements of profit or loss and comprehensive income for the quarter and nine-month period then ended, and the statements of changes in shareholders' equity and cash flows for the nine-month period then ended, as well as the accompanying consolidated interim statement of financial position of Natura &Co Holding S.A. and its subsidiaries ("Consolidated") as at 30 September 2024 and the related consolidated statements of profit or loss and comprehensive income for the quarter and nine-month period then ended, and the consolidated statements of changes in shareholders' equity and cash flows for the nine-month period then ended, and explanatory notes.
Management is responsible for the preparation and presentation of these parent company and consolidated interim accounting information 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 accounting information 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 financial 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 did not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16º
São Paulo, SP, Brasil, 04538-132
T: +55 (11) 4004-8000, www.pwc.com.br
(A free translation of the original in Portuguese)
Natura &Co Holding S.A.
Conclusion on the interim accounting information |
Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated interim accounting information referred to above are not prepared, in all material respects, in accordance with CPC 21 and IAS 34.
Other matters
Statements of value added
The interim accounting information referred to above include the parent company and consolidated statements of value added for the nine-month period ended 30 September 2024. These statements are the responsibility of the Company's management and are presented as supplementary information under IAS 34. These statements have been subjected to review procedures performed together with the review of the interim accounting information for the purpose of concluding whether they are reconciled with the interim accounting information and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that these statements of value added have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and consistent with the parent company and consolidated interim accounting information taken as a whole.
São Paulo, 07 November 2024
PricewaterhouseCoopers
Auditores Independentes Ltda.
CRC 2SP000160/O-5
Sérgio Antonio Dias da Silva
Contador CRC 1RJ062926/O-9
"This document will be signed electronically using DocuSign (www.docusign.com.br), pursuant to art. 10, § 2, of Medida Provisória (Provisional Decree) No. 2200-2/2001 and was prepared on the date indicated, being valid for all legal purposes."
NATURA &CO HOLDING S.A. | ||||||||||||||||
STATEMENT OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023 | ||||||||||||||||
(In thousands of Brazilian reais - R$) | ||||||||||||||||
Note | Parent | Consolidated | Note | Parent | Consolidated | |||||||||||
ASSETS | September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | LIABILITIES AND SHAREHOLDERS' EQUITY | September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | |||||||
CURRENT | CURRENT | |||||||||||||||
Cash and cash equivalents | 6 | 2,488 | 1,079 | 1,218,009 | 3,750,944 | Borrowings, financing and debentures | 19 | - | - | 813,615 | 163,844 | |||||
Short-term investments | 7 | 5,409 | 1,579,899 | 2,081,479 | 4,024,056 | Lease liability | 18 | 269 | 341 | 168,372 | 298,600 | |||||
Trade accounts receivable | 8 | - | 2,562 | 4,227,038 | 3,524,395 | Trade accounts payable and reverse factoring operations | 20 | 285,533 | 31,033 | 5,368,348 | 5,302,478 | |||||
Accounts receivable - sale of subsidiary | - | - | - | 22,915 | Suppliers - related parties | 32 | 42,108 | 333,116 | - | - | ||||||
Trade accounts receivable - Related parties | 32 | 892 | 150,815 | - | - | Dividends and interest on equity payable | 24 | 40,083 | 294,231 | 40,083 | 294,231 | |||||
Inventories | 9 | - | - | 3,257,809 | 3,087,395 | Salaries, profit sharing and social charges | 17,856 | 19,881 | 735,334 | 1,019,688 | ||||||
Recoverable taxes | 10 | - | 52,367 | 689,828 | 608,530 | Tax obligations | 21 | 21,189 | 83,762 | 495,077 | 634,760 | |||||
Income tax and social contribution | 40,707 | - | 141,768 | 175,563 | Income tax and social contribution | - | - | 81,596 | 908,442 | |||||||
Derivative financial instruments | 5 | 1,601 | - | 183,614 | 188,997 | Derivative financial instruments | 5 | - | - | 190,330 | 329,676 | |||||
Other current assets | 14 | 2,193 | 15,545 | 385,795 | 604,427 | Provision for tax, civil and labor risks | 22 | - | - | 11,405 | 491,301 | |||||
Total current assets | 53,290 | 1,802,267 | 12,185,340 | 15,987,222 | Other current liabilities | 23 | 1,180 | 31,984 | 428,957 | 970,479 | ||||||
NON-CURRENT | Total current liabilities | 408,218 | 794,348 | 8,333,117 | 10,413,499 | |||||||||||
Accounts receivable - sale of subsidiary | - | - | 396,264 | 806,582 | ||||||||||||
Recoverable taxes | 10 | - | - | 732,798 | 1,112,407 | NON-CURRENT | ||||||||||
Deferred income tax and social contribution | 11 | 100,057 | 47,948 | 1,649,034 | 2,200,695 | Borrowings, financing and debentures | 19 | - | - | 6,251,032 | 5,947,858 | |||||
Judicial deposits | 12 | 3 | - | 425,193 | 408,030 | Lease liabilities | 18 | 214 | 483 | 503,938 | 851,840 | |||||
Derivative financial instruments | 5 | - | - | 76,159 | 89,453 | Salaries, profit sharing and social charges | 4,559 | 4,230 | 68,871 | 16,069 | ||||||
Long-term investments | 7 | - | - | 44,914 | 36,698 | Tax obligations | 21 | - | - | 167,050 | 127,194 | |||||
Other non-current assets | 14 | 217,176 | - | 4,137,552 | 1,027,679 | Deferred income tax and social contribution | 11 | - | - | 194,501 | 328,090 | |||||
Total non-current assets | 317,236 | 47,948 | 7,461,914 | 5,681,544 | Income tax and social contribution | - | - | 215,606 | 380,176 | |||||||
Provision for tax, civil and labor risks | 22 | 1,138 | 1,097 | 781,652 | 875,291 | |||||||||||
Other non-current liabilities | 23 | 166 | 4,077 | 306,869 | 686,533 | |||||||||||
Total non-current liabilities | 6,077 | 9,887 | 8,489,519 | 9,213,051 | ||||||||||||
Investments | 15 | 15,576,296 | 22,056,486 | - | - | TOTAL LIABILITIES | 414,295 | 804,235 | 16,822,636 | 19,626,550 | ||||||
Property, plant and equipment | 16 | - | - | 2,439,151 | 3,457,574 | |||||||||||
Intangible | 17 | - | - | 9,492,946 | 16,569,866 | SHAREHOLDERS' EQUITY | 24 | |||||||||
Right of use | 18 | 434 | 773 | 776,246 | 1,050,809 | Capital stock | 12,484,515 | 12,484,515 | 12,484,515 | 12,484,515 | ||||||
Total non-current assets | 15,893,966 | 22,105,207 | 20,170,257 | 26,759,793 | Treasury shares | (30,575) | (164,236) | (30,575) | (164,236) | |||||||
Capital reserves | 10,476,184 | 10,558,567 | 10,476,184 | 10,558,567 | ||||||||||||
Profit reserve | 50,265 | 780,308 | 50,265 | 780,308 | ||||||||||||
Accumulated losses | (8,491,423) | - | (8,491,423) | - | ||||||||||||
Equity appraisal adjustment | 1,043,995 | (555,915) | 1,043,995 | (555,915) | ||||||||||||
Shareholders' equity attributed to the Company's shareholders | 15,532,961 | 23,103,239 | 15,532,961 | 23,103,239 | ||||||||||||
Non-controlling interest in shareholders' equity of subsidiaries | - | - | - | 17,226 | ||||||||||||
Total shareholders' equity | 15,532,961 | 23,103,239 | 15,532,961 | 23,120,465 | ||||||||||||
TOTAL ASSETS | 15,947,256 | 23,907,474 | 32,355,597 | 42,747,015 | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 15,947,256 | 23,907,474 | 32,355,597 | 42,747,015 | |||||||
*The accompanying notes are an integral part of the Interim Accounting Information. |
NATURA &CO HOLDING S.A. | |||||||||||||||||
STATEMENT OF PROFIT OR LOSS | |||||||||||||||||
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2024 AND 2023 | |||||||||||||||||
(In thousands of Brazilian reais - R$, except for earnings per share) | |||||||||||||||||
Note | Parent | Parent | Consolidated | Consolidated | |||||||||||||
July 01, 2024 to September 30, 2024 | July 01, 2023 to September 30, 2023 | January 01, 2024 to September 30, 2024 | January 01, 2023 to September 30, 2023 | July 01, 2024 to September 30, 2024 | July 01, 2023 to September 30, 2023 | January 01, 2024 to September 30, 2024 | January 01, 2023 to September 30, 2023 | ||||||||||
NET REVENUE | 26 | - | - | - | - | 5,976,377 | 5,089,960 | 16,342,444 | 15,089,649 | ||||||||
Cost of sales | 27 | - | - | - | - | (1,954,040) | (1,839,299) | (5,497,663) | (5,396,401) | ||||||||
GROSS PROFIT | - | - | - | - | 4,022,337 | 3,250,661 | 10,844,781 | 9,693,248 | |||||||||
OPERATING (EXPENSES) INCOME | |||||||||||||||||
Selling, marketing and logistics expenses | 27 | - | - | - | - | (2,633,628) | (2,179,651) | (6,661,956) | (5,998,550) | ||||||||
Administrative, R&D, IT and project expenses | 27 | (83,227) | (15,363) | (174,700) | (53,695) | (777,037) | (691,279) | (2,299,227) | (2,279,391) | ||||||||
Impairment loss on trade receivables | 8 | - | - | - | - | 9,734 | (36,360) | (363,434) | (352,701) | ||||||||
Share of profits (losses) from subsidiaries | 15 | (10,634,892) | 7,010,576 | (12,206,886) | 5,696,939 | - | - | - | - | ||||||||
Other operating income (expenses), net | 30 | 3,197 | 4,272 | (1,057) | 5,754 | (190,044) | (232,411) | (185,810) | (331,698) | ||||||||
OPERATING (LOSS) PROFIT BEFORE FINANCIAL RESULTS | (10,714,922) | 6,999,485 | (12,382,643) | 5,648,998 | 431,362 | 110,960 | 1,334,354 | 730,908 | |||||||||
Financial results | 29 | 11,616 | (6,400) | 7,999 | (3,696) | (170,461) | (851,433) | (626,978) | (1,353,175) | ||||||||
PROFIT (LOSS) BEFORE INCOME TAX AND | |||||||||||||||||
SOCIAL CONTRIBUTION | (10,703,306) | 6,993,085 | (12,374,644) | 5,645,302 | 260,901 | (740,473) | 707,376 | (622,267) | |||||||||
Income tax and social contribution | 11 | 68,515 | 31,456 | (47,357) | 4,373 | 41,087 | 1,003,216 | (1,125,334) | 805,748 | ||||||||
(LOSS) PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS | (10,634,791) | 7,024,541 | (12,422,001) | 5,649,675 | 301,988 | 262,743 | (417,958) | 183,481 | |||||||||
DISCONTINUED OPERATIONS | |||||||||||||||||
LOSS FROM DISCONTINUED OPERATIONS | 36 | 3,940,883 | (112) | 3,930,578 | (9,524) | (6,995,410) | 6,761,249 | (8,073,465) | 5,456,449 | ||||||||
(LOSS) PROFIT FOR THE PERIOD | (6,693,908) | 7,024,429 | (8,491,423) | 5,640,151 | (6,693,422) | 7,023,992 | (8,491,423) | 5,639,930 | |||||||||
ATTRIBUTABLE TO | |||||||||||||||||
The Company´s shareholders | (6,693,908) | 7,024,429 | (8,491,423) | 5,640,151 | (6,693,422) | 7,023,992 | (8,491,423) | 5,639,930 | |||||||||
Non-controlling shareholders | |||||||||||||||||
(LOSS) PROFIT PER SHARE FOR THE PERIOD -R$ | |||||||||||||||||
Basic | 31 | (4.8427) | 4.0934 | (6.1401) | 4.0934 | (4.8427) | 5.1000 | (6.1401) | 4.0932 | ||||||||
Diluted | 31 | (4.8427) | 4.0770 | (6.1401) | 4.0770 | (4.8427) | 5.0837 | (6.1401) | 4.0769 | ||||||||
*The accompanying notes are an integral part of the Interim Accounting Information. |
NATURA &CO HOLDING S.A. | ||||||||||||||||||
STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2024 AND 2023 | ||||||||||||||||||
(In thousands of Brazilian reais - R$) | ||||||||||||||||||
Note | Parent | Parent | Consolidated | Consolidated | ||||||||||||||
July 01, 2024 to September 30, 2024 | July 01, 2023 to September 30, 2023 | January 01, 2024 to September 30, 2024 | January 01, 2023 to September 30, 2023 | July 01, 2024 to September 30, 2024 | July 01, 2023 to September 30, 2023 | January 01, 2024 to September 30, 2024 | January 01, 2023 to September 30, 2023 | |||||||||||
(LOSS) PROFIT FOR THE PERIOD | (6,693,908) | 7,024,429 | (8,491,423) | 5,640,151 | (6,693,422) | 7,023,992 | (8,491,423) | 5,639,930 | ||||||||||
Other comprehensive income to be reclassified to the income statement in subsequent years: | ||||||||||||||||||
Conversion of the financial statements of foreign subsidiaries | 15 | (341,362) | (236,877) | 885,503 | (786,385) | (342,547) | (236,671) | 885,503 | (788,508) | |||||||||
Exchange rate effect on the conversion of hyperinflationary economy | 15 | 298,208 | 59,415 | 685,710 | 280,233 | 298,208 | 59,415 | 685,710 | 280,233 | |||||||||
Gain (loss) in cash flow hedging transactions | 5.1 | - | - | - | - | (9,714) | 887,651 | 47,315 | 739,089 | |||||||||
Tax effects on gain (loss) in cash flow hedging transactions | 11 | - | - | - | - | 5,939 | (304,366) | (11,911) | (254,927) | |||||||||
Equation on (loss) gain in cash flow hedging transactions | 5.1 | (9,714) | 887,651 | 47,315 | 739,089 | - | - | - | - | |||||||||
Equation on the tax effects of gain (loss) in cash flow hedging transactions | 11 | 5,939 | (304,366) | (11,911) | (254,927) | - | - | - | - | |||||||||
Other comprehensive income (loss) not reclassified for the income (loss) of the periods in subsequent periods: | ||||||||||||||||||
Actuarial earnings (losses) | - | - | - | - | - | - | (1,892) | - | ||||||||||
Tax effects on earnings (losses) from actuarial | - | - | - | - | - | - | (4,815) | - | ||||||||||
Equity on actuarial earnings (losses) | - | - | (1,892) | - | - | - | - | - | ||||||||||
Equity on tax effects on actuarial earnings (losses) | - | - | (4,815) | - | - | - | - | - | ||||||||||
Comprehensive loss for the periods, net of tax effects | (6,740,837) | 7,430,252 | (6,891,513) | 5,618,161 | (6,741,536) | 7,430,021 | (6,891,513) | 5,615,817 | ||||||||||
ATTRIBUTABLE TO | ||||||||||||||||||
The Company´s shareholders | (6,740,837) | 7,430,252 | (6,891,513) | 5,618,161 | (6,741,536) | 7,430,252 | (6,891,513) | 5,618,161 | ||||||||||
Noncontrolling shareholders | - | - | - | - | - | (231) | - | (2,344) | ||||||||||
(6,740,837) | 7,430,252 | (6,891,513) | 5,618,161 | (6,741,536) | 7,430,021 | (6,891,513) | 5,615,817 | |||||||||||
*The accompanying notes are an integral part of the Interim Accounting Information. |
NATURA &CO HOLDING S.A. | |||||||||||||||||||||||||||
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY | |||||||||||||||||||||||||||
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2024 AND 2023 | |||||||||||||||||||||||||||
(In thousands of Brazilian reais - R$) | |||||||||||||||||||||||||||
Capital Reserves | Equity appraisal adjustment | ||||||||||||||||||||||||||
Note | Capital stock | Treasury shares | Share premium | Special reserve | Additional paid-in capital | Loss from transactions with non-controlling shareholders | Legal profit reserve | Accumulated losses | Capitaltransactions | Other comprehensive income (loss) | Shareholders' equity attributed to controlling shareholders | Total shareholders' equity | |||||||||||||||
Non-controlling | |||||||||||||||||||||||||||
Retained earnings | shareholders | ||||||||||||||||||||||||||
BALANCES AS AT JANUARY 1, 2023 | 12,484,424 | (262,360) | 9,894,936 | 362,059 | 375,956 | (92,066) | - | (1,994,555) | - | 1,564,340 | 22,332,734 | 18,450 | 22,351,184 | ||||||||||||||
Loss for the period | - | - | - | - | - | - | - | 5,640,151 | - | - | 5,640,151 | (221) | 5,639,930 | ||||||||||||||
Exchange rate effect on the conversion from hyperinflationary economy | - | - | - | - | - | - | - | - | - | 280,233 | 280,233 | - | 280,233 | ||||||||||||||
Other comprehensive income | - | - | - | - | - | - | - | - | - | (302,223) | (302,223) | (2,123) | (304,346) | ||||||||||||||
Total comprehensive income for the periods | - | - | - | - | - | - | - | 5,640,151 | - | (21,990) | 5,618,161 | (2,344) | 5,615,817 | ||||||||||||||
Transactions in stock and restricted option plans: | |||||||||||||||||||||||||||
Provision for stock and restricted option plans | 24 | - | - | - | - | 116,312 | - | - | - | - | - | 116,312 | - | 116,312 | |||||||||||||
Exercise ofstock and restricted option plans | 24 | 91 | 97,670 | - | - | (229,476) | - | - | 93,646 | - | - | (38,069) | - | (38,069) | |||||||||||||
BALANCES AS AT SEPTEMBER 30, 2023 | 12,484,515 | (164,690) | 9,894,936 | 362,059 | 262,792 | (92,066) | - | 3,739,242 | - | 1,542,350 | 28,029,138 | 16,106 | 28,045,244 | ||||||||||||||
BALANCES AS AT DECEMBER 31, 2023 | 12,484,515 | (164,236) | 9,894,936 | 362,059 | 301,572 | - | 780,308 | - | 616,475 | (1,172,390) | 23,103,239 | 17,226 | 23,120,465 | ||||||||||||||
Loss for the period | - | - | - | - | - | - | - | (8,491,423) | - | - | (8,491,423) | - | (8,491,423) | ||||||||||||||
Reflective effect of hyperinflation on subsidiary | - | - | - | - | - | - | - | - | - | 685,710 | 685,710 | - | 685,710 | ||||||||||||||
Other comprehensive income | - | - | - | - | - | - | - | - | - | 914,200 | 914,200 | - | 914,200 | ||||||||||||||
Total comprehensive income for the period | - | - | - | - | - | - | - | (8,491,423) | - | 1,599,910 | (6,891,513) | - | (6,891,513) | ||||||||||||||
Movement in stock option plans and restricted shares: | |||||||||||||||||||||||||||
Provision for stock option and restricted share grant plans | 24 | - | - | - | - | 32,527 | - | - | - | - | - | 32,527 | - | 32,527 | |||||||||||||
Exercise of stock option and restricted share grant plans | 24 | - | 133,661 | - | - | (118,593) | - | - | - | - | - | 15,068 | - | 15,068 | |||||||||||||
Income tax on stock plans | - | - | - | - | 24,821 | - | - | - | - | - | 24,821 | - | 24,821 | ||||||||||||||
Transfer of grant plans for labor obligations due to conversion of ADRs into phantom shares | - | - | - | - | (21,138) | - | - | - | - | - | (21,138) | - | (21,138) | ||||||||||||||
Distribution of additional dividends for fiscal year 2023 | - | - | - | - | - | - | (685,190) | - | - | - | (685,190) | - | (685,190) | ||||||||||||||
Distribution of interest on equity (advance payment) | - | - | - | - | - | - | (44,853) | - | - | - | (44,853) | - | (44,853) | ||||||||||||||
Write-off of non-controlling interests of the former subsidiary Avon Internacional | - | - | - | - | - | - | - | - | - | - | - | (17,226) | (17,226) | ||||||||||||||
BALANCES AS AT SEPTEMBER 30, 2024 | 12,484,515 | (30,575) | 9,894,936 | 362,059 | 219,189 | - | 50,265 | (8,491,423) | 616,475 | 427,520 | 15,532,961 | - | 15,532,961 | ||||||||||||||
*The accompanying notes are an integral part of the Interim Accounting Information. |
NATURA &CO HOLDING S.A. | |||||||||
STATEMENT OF CASH FLOWS | |||||||||
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2024 AND 2023 | |||||||||
(In thousands of Brazilian reais - R$) | |||||||||
Note | Parent | Consolidated | |||||||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | ||||||
CASH FLOW FROM OPERATING ACTIVITIES | |||||||||
(Loss) profit for the periods | (8,491,423) | 5,640,151 | (8,491,423) | 5,639,930 | |||||
Adjustments to reconciliate loss for the periods with net cash generated by (used in) operating activities: | |||||||||
Depreciation and amortization | 16, 17 and 18 | 339 | 1,657 | 682,003 | 695,759 | ||||
Interest and exchange variation on short-term investments | 0 | (9,650) | (743) | (221,451) | (642,271) | ||||
Loss from swap and forward derivative contracts | 5 | (1,601) | - | 20,003 | 1,741,801 | ||||
Increase (reversion) of provision for tax, civil and labor risks | 22 | 41 | - | 56,555 | 24,632 | ||||
Monetary adjustment of judicial deposits | 12 | - | - | (21,867) | (20,510) | ||||
Monetary adjustment of provision for tax, civil and labor risks | 22 | - | 41 | 38,425 | 58,533 | ||||
Income tax and social contribution | (33,033) | (4,373) | 1,125,334 | (673,513) | |||||
Income from sale and write-off of property, plant and equipment and intangible | 16, 17 and 18 | - | - | 49,577 | (163,636) | ||||
Share of profits (losses) from subsidiaries | 15 | 12,206,886 | (5,696,939) | - | - | ||||
Interest and exchange rate variation on leases | 18 | 69 | 83 | 69,039 | 51,324 | ||||
Interest and exchange rate variation on borrowings, financing and debentures, net of acquisition costs | 19 | - | - | 314,819 | 349,058 | ||||
Adjustment and exchange rate variation on other assets and liabilities | - | 431 | - | 2,162 | |||||
Provision (reversal) for losses on property, plant and equipment, intangible assets and leases | 30 | - | - | - | 14,654 | ||||
Increase (reversion) of provision for stock option plans | 30 | 22,516 | 24,550 | 47,595 | 78,152 | ||||
Provision for losses with trade accounts receivables, net of reversals | - | - | 363,434 | 445,734 | |||||
Provision for inventory losses, net of reversals | 8 | - | - | 171,372 | 230,953 | ||||
Provision for carbon credits | 9 | - | - | (929) | (11,245) | ||||
Effect of hyperinflationary economy | - | - | 685,710 | 245,484 | |||||
3,694,144 | (35,142) | (5,111,804) | 8,067,001 | ||||||
DECREASE (INCREASE) IN ASSETS | |||||||||
Trade accounts receivable and related parties | 2,562 | 95 | (1,093,057) | (577,770) | |||||
Inventories | - | - | (1,107,064) | (572,800) | |||||
Recoverable taxes | 11,660 | - | 216,607 | 36,767 | |||||
Other assets | (53,901) | 17,268 | (174,407) | 483,836 | |||||
Subtotal | (39,679) | 17,363 | (2,157,921) | (629,967) | |||||
INCREASE (DECREASE) IN LIABILITIES | |||||||||
Domestic and foreign trade accounts payable and related parties | (36,508) | 214,874 | 791,604 | (302,974) | |||||
Payroll, profit sharing and social charges, net | (22,834) | (40,938) | 67,670 | (66,868) | |||||
Tax liabilities | (62,573) | (78) | (12,213) | (135,093) | |||||
Other liabilities | (34,715) | (16,370) | (209,230) | (78,664) | |||||
Subtotal | (156,630) | 157,488 | 637,831 | (583,599) | |||||
CASH GENERATED BY (USED IN) OPERATING ACTIVITIES | 3,497,835 | 139,709 | (6,631,894) | 6,853,435 | |||||
OTHER CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
Payment of income tax and social contribution | - | - | (417,067) | (259,273) | |||||
Release of judicial deposits net of withdrawals | 12 and 22 | (3) | - | 4,704 | 23,642 | ||||
Payments related to tax, civil and labor lawsuits | 22 | - | - | (121,101) | (9,723) | ||||
Payments due to settlement of derivative transactions | - | - | (26,799) | (1,520,622) | |||||
Payment of interest on lease | 18 | (69) | (83) | (69,039) | (46,991) | ||||
Payment of interest on borrowings, financing and debentures | 19 | - | - | (345,999) | (853,112) | ||||
Operating Activities - discontinued operations | (4,081,908) | - | 4,928,174 | (7,322,917) | |||||
CASH GENERATED BY (USED IN) OPERATING ACTIVITIES | (584,145) | 139,626 | (2,679,021) | (3,135,561) | |||||
CASH FLOW FROM INVESTING ACTIVITIES | |||||||||
Cash from acquisition of subsidiary | - | - | 61,891 | - | |||||
Additions of fixed and intangible assets | - | - | (289,779) | (470,395) | |||||
Receipt from sale of fixed and intangible assets | - | - | - | 16,725 | |||||
Investment in securities | (1,563,398) | (45,550) | (21,607,006) | (12,220,644) | |||||
Redemption of securities | 3,134,349 | 57,250 | 23,554,095 | 10,625,482 | |||||
Redemption of interest on securities | 13,189 | 2,632 | 190,680 | 101,164 | |||||
Capital increase in subsidiaries | 15 | (1,347,077) | (308,377) | - | - | ||||
Receipt of dividends from subsidiaries | 15 | 1,333,023 | 150,000 | - | - | ||||
Investment activities - discontinued operations | - | - | (654,525) | 11,983,294 | |||||
CASH (GENERATED BY) USED IN INVESTING ACTIVITIES | 1,570,086 | (144,045) | 1,255,356 | 10,035,626 | |||||
CASH FLOW FROM FINANCING ACTIVITIES | |||||||||
Payment of lease liabilities - principal | 18 | (341) | (225) | (168,061) | (120,874) | ||||
Payment of loans, financing and debentures - principal | 19 | - | - | (1,465,492) | (8,185,865) | ||||
Obtaining of loans, financing and debentures | 19 | - | - | 1,460,329 | 1,506,701 | ||||
Purchase of treasury shares, net of receipt of the exercise price of options | - | - | - | - | |||||
Payment of dividends and interest on equity | (984,191) | (16) | (984,191) | (16) | |||||
Payment of funds from settlement of transactions with financial derivatives | - | - | (3,045) | (367,786) | |||||
Capital increase | - | 91 | - | 91 | |||||
Financing activities - discontinued operations | - | - | - | (599,170) | |||||
NET CASH USED IN FINANCING ACTIVITIES | (984,532) | (150) | (1,160,460) | (7,766,919) | |||||
Effect of exchange rate variation on cash and cash equivalents | - | - | 51,190 | (36,379) | |||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 1,409 | (4,569) | (2,532,935) | (903,233) | |||||
Opening balance of cash and cash equivalents | 1,079 | 5,566 | 3,750,944 | 4,195,713 | |||||
Closing balance of cash and cash equivalents | 2,488 | 997 | 1,218,009 | 3,292,480 | |||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 1,409 | (4,569) | (2,532,935) | (903,233) | |||||
*The accompanying notes are an integral part of the Interim Accounting Information. |
NATURA &CO HOLDING S.A. | |||||||||
STATEMENT OF VALUE ADDED | |||||||||
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2024 AND 2023 | |||||||||
(In thousands of Brazilian reais - R$) | |||||||||
Note | Parent | Consolidated | |||||||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | ||||||
INCOME | (1,057) | 5,754 | 20,974,024 | 19,111,760 | |||||
Sale of goods, products and services | - | - | 21,645,178 | 19,842,511 | |||||
Provision for doubtful accounts, net of reversals | 8 | - | - | (363,434) | (352,701) | ||||
Other operating expenses, net | (1,057) | 5,754 | (307,720) | (378,050) | |||||
GOODS ACQUIRED FROM THIRD PARTIES | (127,813) | (14,991) | (14,090,789) | (12,374,505) | |||||
Cost of products sold and services rendered | - | - | (8,070,485) | (7,071,766) | |||||
Materials, electricity, outsourced services and other | (127,813) | (14,991) | (6,020,304) | (5,302,739) | |||||
GROSS VALUE ADDED | (128,870) | (9,237) | 6,883,235 | 6,737,255 | |||||
RETENTIONS | (310) | (1,657) | (682,003) | (695,759) | |||||
Depreciation and amortization | 16, 17 and 18 | (310) | (1,657) | (682,003) | (695,759) | ||||
VALUE ADDED PRODUCED BY THE COMPANY | (129,180) | (10,894) | 6,201,232 | 6,041,496 | |||||
TRANSFERRED VALUE ADDED | (12,175,706) | 5,697,682 | 290,708 | 842,671 | |||||
Equity in subsidiaries | 15 | (12,206,886) | 5,696,939 | - | - | ||||
Financial income - including inflation adjustments and exchange rate variations | 29 | 31,180 | 743 | 290,708 | 842,671 | ||||
VALUE ADDED TO DISTRIBUTE - CONTINUED OPERATIONS | (12,304,886) | 5,686,788 | 6,491,940 | 6,884,167 | |||||
TOTAL VALUE ADDED TO DISTRIBUTE - DISCONTINUED OPERATIONS | 3,930,578 | (9,524) | (8,073,465) | 5,456,449 | |||||
'TOTAL VALUE ADDED TO DISTRIBUTE | (8,374,308) | 5,677,264 | (1,581,525) | 12,340,616 | |||||
TOTAL DISTRIBUTION OF VALUE ADDED | (8,374,308) | 5,677,264 | (1,581,525) | 12,340,616 | |||||
Payroll and social charges | 28 | 40,635 | 29,388 | 2,449,949 | 2,532,933 | ||||
Payroll and social charges | 39,239 | 27,253 | 1,807,282 | 1,854,542 | |||||
Benefits | 671 | 1,366 | 447,031 | 410,830 | |||||
FGTS | 725 | 769 | 195,636 | 267,561 | |||||
Taxes, fees and contributions | 53,300 | 3,286 | 3,542,263 | 1,971,907 | |||||
Federal | 53,300 | 3,286 | 272,109 | (1,310,316) | |||||
State | - | - | 3,270,154 | 3,282,223 | |||||
Third-party capital remuneration | 23,180 | 4,439 | 917,686 | 2,195,846 | |||||
Interest | 23,180 | 4,439 | 917,686 | 2,195,846 | |||||
Equity remuneration | (8,491,423) | 5,640,151 | (8,491,423) | 5,639,930 | |||||
Losses for the period | (8,491,423) | 5,640,151 | (8,491,423) | 5,639,930 | |||||
*The accompanying notes are an integral part of the Interim Accounting Information. |
Natura &Co Holding S.A. Interim Accounting Information (“ITR”) Individual and Consolidated for the three- and nine-month periods ended September 30, 2024
|
INDEX OF EXPLANATORY NOTES
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
1. | GENERAL INFORMATION |
Natura &Co S.A. (“Natura &Co”) was established on January 21, 2019 with the objective of participating in other entities, as a partner or shareholder, that develop their main activities in the cosmetics, innovations and personal hygiene sector, through the development of manufacturing, distribution and marketing of their products, headquartered in Brazil, in the city of São Paulo, State of São Paulo, at Avenida Alexandre Colares, No. 1,188, Vila Jaguará, CEP 05106-000. Natura &Co and its subsidiaries are referred to as the “Company”. Additionally, Natura &Co traded American Depositary Receipts (“ADRs”) on the New York Stock Exchange (“NYSE”), under the ticker “NTCO”, however, on January 18, 2024, the Company’s Management approved the delisting from the NYSE, which is in line with its long-term strategy of simplifying its operations.
The brands under the Company’s management include “Natura” and “Avon”. In addition to using the retail, e-commerce, business-to-business and franchise markets as product sales channels, the Company’s subsidiaries stand out for their direct sales channel, conducted mainly by consultants.
1.1 | Chapter 11 process of Avon International subsidiary in the United States |
On August 12, 2024, the non-operational subsidiary and holding company for the Avon beauty brand, Avon Products Inc. (“API”), announced that it had commenced a voluntary Chapter 11 proceeding in the U.S. Bankruptcy Court for the District of Delaware to manage legacy debt and liabilities. API intends to proceed with the sale of its assets pursuant to Section 363 of the U.S. Bankruptcy Code.
The Company is API’s largest creditor and intends to support API’s operations throughout the restructuring process by committing to provide debtor-in-possession financing of US$ 43 million and by submitting an offer of US$ 125 million to acquire Avon’s operations outside the United States through a court-supervised auction. For its offer, the Company plans to use its existing claims against API as consideration.
There was no impact on API's operations outside the United States, which are not part of the Chapter 11 proceedings. This includes operations in Latin American markets, where the Avon brand is distributed by Natura.
The Company ceased to have control over the operations of API and its subsidiaries on the date of the Chapter 11 filing, August 12, 2024, and the assets and liabilities associated with that operation were derecognized from the Company's equity and financial position (including goodwill balances recognized upon the acquisition of API) and the results obtained up to that point were reclassified to discontinued operations in the statement of income for the period.
As part of the accounting effects related to the loss of control over API and its subsidiaries, the Company recognized in its equity and financial position balances receivables (net) from its former subsidiary and its subsidiaries, which consist substantially of loans and financing granted to API and some of its subsidiaries. These net receivables are initially recognized at their respective fair values, in accordance with the requirements associated with loss of control by accounting practices adopted in Brazil and International Financial Reporting Standards (“IFRS”).
The net gain from the write-off of assets and liabilities of the former subsidiary API was R$3,811,261 (see further details in note no.36). This amount includes the reclassification of accumulated balance sheet translation gains, including the hyperinflationary economy adjustment, the effects of cash flow hedging transactions, recognized in other comprehensive income, in addition to the effect of the fair value adjustment of the receivables previously mentioned.
As at the date of the consolidated interim financial information, there was no significant update in the auction process judicially supervised by the Bankruptcy Court that could lead to the conclusion of the auction or the submission of binding bids by third parties.
The Company restated the balances of the income statement, cash flow statement and the corresponding explanatory notes to income for the nine-month period ended September 30, 2023, so that the disclosures relate to the operations that were discontinued as at the balance sheet date of the last period presented.
Further details about this operation, as well as the results of discontinued operations for the nine-month periods ended September 30, 2024 and 2023 are presented in explanatory note no. 36, where we present the effects of the investment write-off in API, as well as the fair value adjustment of the receivables with API and its subsidiaries.
12 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
1.2 | Sale of former subsidiaries Aesop and The Body Shop |
As disclosed in the financial statements for the year ended December 31, 2023, the Company concluded in that year the sale of the former subsidiaries Natura Brazil Pty Ltd. (hereinafter referred to as “Aesop”) and Natura International B.V. (hereinafter referred to as “The Body Shop”). The respective accounting effects associated with the sales were presented in the financial statements for that year and did not impact the comparative nine-month period ended September 30, 2023, presented in this interim financial information.
The Company restated the balances of the income statement, cash flow statement and the corresponding explanatory notes to income for the nine-month period ended September 30, 2023, so that the disclosures relate to the operations that were discontinued at the balance sheet date of the last period presented.
The respective results of discontinued operations for the nine-month periods ended September 30, 2024 and 2023 are presented in note no. 36.
2. | MANAGEMENT STATEMENT AND BASIS OF PRESENTATION OF THE INTERIM ACCOUNTING INFORMATION |
The Company's interim accounting information, contained in the Quarterly Information Form - ITR for the nine-month period ended September 30, 2024, comprises the individual and consolidated interim accounting information, prepared in accordance with Technical Pronouncement CPC 21 (R1) - Interim Financial Statements, issued by the Accounting Pronouncements Committee (“CPC”), equivalent to “IAS 34 - Interim Financial Reporting”.
The individual and consolidated interim accounting information shows all relevant information specific to the interim accounting information, and only this information, which is consistent with that used by Management in its management.
The individual and consolidated interim financial information was approved by the Board of Directors and authorized for issuance at a meeting held on November 06, 2024.
The individual and consolidated interim financial information was prepared based on historical cost, except for items measured at fair value against profit or loss, which include (i) derivative financial instruments; (ii) contingent consideration arising from the sale of the former subsidiary The Body Shop; (iii) net receivables from the former subsidiary API and its subsidiaries; (iv) other financial assets; and (v) financial liabilities designated as fair value hedged items.
The individual and consolidated interim financial information is expressed in thousands of Reais (“R$”), rounded to the nearest thousand, and the disclosures of amounts in other currencies, when necessary, were also made in thousands. Items disclosed in other currencies are duly identified, when applicable.
3. | SUMMARY OF MATERIAL ACCOUNTING POLICIES |
The material accounting policies applied in the preparation of this individual and consolidated interim accounting information are consistent with those applied and disclosed in explanatory note no. 3 of the Company’s audited individual and consolidated financial statements for the year ended December 31, 2023, issued on March 11, 2024, as well as those applied for the nine-month comparative period ending September 30, 2023, except for standards and changes effective from January 1, 2024
Among these changes effective from January 1, 2024, we highlight the changes to CPC 26 (R1) – Non-current liabilities with restrictive clauses (“covenants”), equivalent to IAS 1, CPC 06 (R2) – Lease liabilities and leaseback (“leaseback”), equivalent to IFRS 16, and CPC 40 (R1) and CPC 03 (R2) – Supplier financing agreements (“reverse factoring operations”), equivalent to IFRS 7 and IAS 7, respectively, which were considered in the preparation of this interim, individual and consolidated accounting information, with, however, no effects on the nature and detail of the information.
This individual and consolidated interim accounting information must be read together with the individual and consolidated financial statements for the year ended December 31, 2023.
13 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
4. | CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS |
The areas that require a higher level of judgment and are more complex, as well as the areas in which assumptions and estimates are material to the interim accounting information, were presented in the Company’s individual and consolidated financial statements for the year ended December 31, 2023, in explanatory note no. 4.
In addition to these, the assumptions applied in measuring the fair value of financial instruments (net receivables from API and its subsidiaries) recognized as part of the accounting movements associated with the loss of control in the former subsidiary referred to in explanatory note no. 1.1 are added.
The fair value of these net receivables was measured considering the following significant assumptions (i) the offer made to reacquire the assets of the former subsidiary API, which is undergoing judicial recovery; and (ii) the counterparties' ability to repay their debts in the normal course of their operations (including the fair value of the associated guarantees). Changes in key assumptions, including (i) the conclusion of API's Chapter 11 process; and (ii) the cash flows and results associated with the guarantees provided for in the financing agreements, may affect the measurement of these financial instruments.
Further details can be found in notes no. 5 and 36.
The other estimates and assumptions used in the preparation of the individual and consolidated interim financial information for the nine-month period ended September 30, 2024 did not undergo significant changes in relation to those in force on December 31, 2023.
5. | FINANCIAL RISK MANAGEMENT |
The information regarding general and political considerations was presented in the Company's individual and consolidated financial statements for the year ended December 31, 2023, in explanatory note no. 5.1., and did not undergo any changes for the nine-month period ended September 30, 2024.
5.1 | Market risks and hedge accounting |
The Company classifies derivative financial instruments as financial derivatives and operational derivatives. Financial derivatives include swaps or forwards used to hedge foreign exchange or interest rate risks related to loans, financing, debt securities and loans between related parties. Operational derivatives include forward contracts used to hedge foreign exchange risk from the Company's operating activities (such as import and export transactions).
As at September 30, 2024 and December 31, 2023, derivative contracts are held directly with financial institutions and not through stock exchanges and are not subject to margin deposits to guarantee these transactions.
14 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
Consolidated | Fair value | Fair value adjustment gain (loss) | |||||
Description | September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | |||
Swap contracts: | |||||||
Asset portion: | |||||||
IPCA long position | 834,212 | 876,664 | (38,148) | 19,457 | |||
Liability portion: | |||||||
Post-fixed overnight rate for interbank deposits (“CDI”) : | |||||||
Short position on CDI | (798,097) | (824,344) | - | - | |||
Non-deliverable forward contracts – Forward: | |||||||
Natura &Co Holding Position | 1,601 | - | 1,601 | - | |||
Natura Cosméticos Position | 29,705 | (5,878) | 29,705 | (2,090) | |||
Indústria e Comércio de Cosméticos Natura Position | 5,188 | (28,856) | 5,188 | (28,856) | |||
Natura Dist. MXN (Latam) Position | (648) | 320 | 99 | 151 | |||
Avon Industrial Position | 1,112 | (3,702) | 1,112 | (3,702) | |||
API Position | - | (43,248) | - | (28,633) | |||
Natura &Co Luxembourg Position | (3,630) | (22,182) | 25,854 | 180 | |||
Total derivative financial instruments, net: | 69,443 | (51,226) | 25,411 | (43,493) | |||
15 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
Below are the changes in net derivatives balances for the nine-month period ended September 30, 2024, and for the year ended December 31, 2023:
Consolidated | |
Balance as at December 31, 2022 | (796,877) |
Losses from swap and forward derivative contracts in the result of the period | (1,741,801) |
Payment of funds due to settlement of derivative transactions - operational activity | 1,520,622 |
Payment of funds due to settlements of derivatives transactions - financing activity | 367,786 |
Gains in cash flow hedge operations (other comprehensive income) | 739,089 |
Balance as at September 30, 2023 | 88,819 |
Balance as at December 31, 2023 | (51,226) |
Losses arising from swap and forward derivatives operations contracts for the year (not realized) – financial result | (20,003) |
Payment of funds by settlement with derivatives – operational activity | 26,799 |
Payment of resources by settlement with derivatives – financing activity | 3,045 |
Gain on cash flow hedging transactions (other comprehensive income) | 47,315 |
Other movements | 63,513 |
Balance as at September 30, 2024 | 69,443 |
The Company conducts the formal designation for hedge accounting of certain financial and operational derivatives described above in accordance with the Company’s risk management policy. The fair value of derivatives designated for cash flow and fair value hedge accounting, as well as gains and losses for the nine-month period ended September 30, 2024, are presented below (consolidated interim accounting information):
Other comprehensive income | |||||
Subject to hedging | Notional currency | Fair value | Accumulated gains (losses) | Gains (losses) for the nine-month period | |
Currency swap – US$/R$ | |||||
Natura Cosméticos | Currency and interest rate | BRL | 1,237 | 709 | 2,799 |
Swap and forward agreements (Avon industrial) | Currency | BRL | 1,112 | 1,112 | 4,813 |
Swap and forward agreements (Natura Dist. Mexico) | Currency | BRL | - | - | (161) |
Swap and forward agreements (Indústria e Comércio de Cosméticos Natura) | Currency | BRL | 9,532 | 9,532 | 31,029 |
Swap and forward agreements (API) | Currency | BRL | - | - | 2,561 |
Swap and forward agreements (Natura &Co Luxembourg) | - | - | 6,274 | ||
Total | 11,881 | 11,353 | 47,315 |
The movement in hedge reserves recorded in other comprehensive income is shown below:
Consolidated | |
Cash flow hedge balance on December 31, 2022 | (498,578) |
Change in fair value recognized in other comprehensive income | 739,089 |
Tax effects on the fair value of the hedging instrument | (254,927) |
Cash flow hedge balance on September 30, 2023 | (14,416) |
Balance as at December 31, 2023 | (3,880) |
Change in fair value recognized in other comprehensive income | 47,315 |
Tax effects on the fair value of the hedging instrument | (11,911) |
Cash flow hedge balance on September 30, 2024 | 31,524 |
5.2 | Fair value estimate |
The Company’s financial assets and liabilities substantially comprise assets and liabilities classified at level 2 of the fair value measurement hierarchy, whose assessment is based on techniques that, in addition to the quoted prices included at level 1, use other information adopted by the direct market (such as prices) or indirectly (such as driven by prices). When measuring, the carrying value represents a reasonable approximation of the fair value, as described below:
16 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
(i) | The balances of cash and cash equivalents, trade accounts receivable, accounts payable to suppliers and other current liabilities are equivalent to their carrying amounts, mainly due to the short-term maturities of these instruments; |
(ii) | The balances of the short-term investments: a) measured at amortized cost approximate their fair values as a result of the transactions to be conducted at floating interest rates; and b) measured at fair value through profit or loss are based on the rates agreed with the financial institutions considering the agreed rates among the parties, including market information that allows for such calculation; |
(iii) | Except for the real estate receivables certificates, which are measured at fair value due to the designation as fair value hedge accounting, the carrying amounts of borrowing, financing and debentures are measured at their amortized cost and disclosed at fair value, which does not differ materially from the carrying amounts as the agreed interest rates are consistent with current market rates; and |
(iv) | The fair value of exchange rate derivatives (swap and forwards) is determined based on the future exchange rates at the dates of the balance sheets, with the resulting amount being discounted at present value. |
a) | Dynamo Beauty Ventures Ltda Fund |
The fair value of the investment in the Dynamo Beauty Ventures Ltda. Fund (“DBV Fund”), classified at level 3 of the fair value hierarchy, is calculated based on information on the net value of the investment in the Fund calculated by the Fund manager based on valuation assumptions consistent with accounting practices adopted in Brazil and IFRS, adjusted to reflect the fair value assumptions applicable to the nature of the Company's investment. The Company's valuation takes into account unobservable inputs in the model, in order to reflect the contractual restrictions on this investment for early redemption and trading of the security in the market. The significant unobservable inputs used in the fair value measurements reflect a discount due to the lack of liquidity of the security, which represent the values that the Company determined that market agents would take into account for these discounts when setting the price of the investment.
b) | Receivables associated with the sale of The Body Shop |
As part of the sale agreement with the purchaser of the former subsidiary The Body Shop, a contingent consideration was agreed, stipulating additional cash payments to the subsidiary Natura Cosméticos of up to £30,000 thousand in 2025 and £60,000 thousand in 2026, if certain performance measures are achieved by The Body Shop's operation in the fiscal years 2024 and 2025.
During 2024, considering the filing for bankruptcy process in the United Kingdom of the former subsidiary The Body Shop (covering the operations in that country in the filing), and the appointment of a judicial administrator, the Company's management assessed that such event would not affect the financial statements for the year ended December 31, 2023.
However, in April 2024, when the judicial administrator's proposals were filed, additional information was made available that prospectively affects the assessment of the fair value of the receivable.
Based on these facts and circumstances, the Company's Management assessed that the information that supported the measurement of the fair value of these receivables on December 31, 2023 could no longer be considered reliable for purposes of determining the current fair value of the receivable, thus generating an adjustment to the fair value of the receivable in the first quarter of 2024, with an impact affecting the income statement, in the line of discontinued operations in the amount of approximately R$ 330,000 (net of income tax), without any retroactive impact on the financial statements for the year ended December 31, 2023.
Regarding the deferred fixed consideration due by the acquirer (Aurelius Group), the Company did not identify any indication that the counterparty's credit risk would have increased significantly to the point of requiring the recognition of expected credit losses on September 30, 2024.
The Company's Management continues to monitor the evolution of the operations of the former subsidiary The Body Shop to assess whether they affect the fair value of the receivable and give rise to accounting adjustments in the financial statements of future periods.
17 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
c) | Receivables associated with the loss of control of the former subsidiary API and subsidiaries |
The Company monitors the progress of the auction process supervised by the Bankruptcy Court to assess possible impacts arising from ongoing events, including aspects related to the offer made by the Company to acquire the operating assets of the former subsidiary API. The Company's Management makes this assessment based on the best information available.
Receivables prior to remeasurement at fair value include financing in the amount of R$4,102,848 owed by the former subsidiary API and R$10,172,147 owed by its subsidiary Avon Cosmetics Ltd. (“ACL”) and its subsidiaries.
As part of the offer made to acquire Avon's operations outside the United States, in the Chapter 11 process, the Company used credits associated with a portion of the debt held with API. Additionally, considering the intrinsic characteristics associated with the prospect of recoverability of these receivables from API, Management assesses that such financial assets no longer meet the criteria for payments of principal and interest only (the “SPPI” test, provided for in the accounting standards applied in Brazil and IFRS), and the receivables were reclassified from measurement at “amortized cost” to “fair value through profit or loss”.
Based on the best information available, including monitoring of developments in the judicial reorganization process, Management understands that there is significant uncertainty regarding the recoverability of amounts from API that exceed the offer made, which affects the fair value of the associated receivables. Accordingly, the amount of R$3,479,360 was recognized as an adjustment to the fair value of receivables, gross of taxes, (limiting such receivables to the amount of the offer made for the acquisition of API's operating assets, in the amount of US$125 million), impacting the statement of income in the discontinued operations line (as part of the effects associated with the loss of control in the former subsidiary). This balance is presented in note no. 36.
For financing receivables owed by ACL and its subsidiaries (presented in note no. 36 and which are not part of Chapter 11), the fair value was calculated based on the projected cash generation capacity of the counterparties in the period covered by the debts, in addition to the fair value of the guarantees associated with them. The unobservable inputs involved include cash flow projections, consistent with the most recent budgets available and approved by the appropriate governance levels and brought to present value by a rate that represents the applicable market outlook.
The guarantees consist substantially of rights to the intellectual property of the Avon brand and Company shares, which are measured from the perspective of revenue generation from operations within the “relief from royalty” methodology, attributing a percentage as royalty on such revenues in order to remunerate the brand owner for the assignment thereof. In addition to the royalty itself (which is obtained from market studies supported by external evaluators), the unobservable inputs involved include cash flow projections and discount rates, subject to the same characteristics previously described.
Accordingly, the amount of R$7,230,635 was recognized as an adjustment to the fair value of receivables, gross of taxes, impacting the statement of income in the discontinued operations line (as part of the effects associated with the loss of control in the former subsidiary). This balance is presented in note no. 36.
The other balances associated with ACL and subsidiaries are presented in notes on. 14 and 19, and are represented by active and passive loans, expense reimbursements and other operating accounts payable and receivable. For this, Management understands that there is significant uncertainty as to the recoverability of the amounts from ACL and subsidiaries. With respect to other receivables, it is understood that these are equivalent to their carrying amounts prior to amortized cost, mainly due to their operational nature and the short-term maturities of these instruments.
Except for the receivables associated with the loss of control of the former subsidiary API mentioned above, there was no transfer between measurement levels in the fair value hierarchy in the nine-month periods ended September 30, 2024 and 2023 for these assets and liabilities.
6. | CASH AND CASH EQUIVALENTS |
Parent | Consolidated | |||
September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | |
Cash and bank deposits | 2,488 | 1,079 | 605,642 | 2,113,566 |
Certificate of bank deposits | - | - | 20,072 | 203,561 |
Repurchase operations (a) | - | - | 592,295 | 1,433,817 |
18 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
2,488 | 1,079 | 1,218,009 | 3,750,944 |
a) | Repurchase operations are securities issued by banks with the commitment of repurchasing the securities by the issuing banks themselves, and resale by the client, with defined rates, pre-determined terms, backed by private or public securities depending on the banks’ availability and are registered at the Securities Custody and Financial Settlement Center (“CETIP”). These applications are highly liquid with a redemption period of up to 90 days. On September 30, 2024, repo operations were remunerated at an average rate of 100.0% of the CDI (100.0% of the CDI on December 31, 2023). |
7. | SHORT-TERM INVESTMENTS |
Parent | Consolidated | |||
September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | |
Exclusive Investment fund (a) | 5,409 | 1,579,899 | - | - |
Mutual investment funds (b) | - | - | 366,043 | 2,329,118 |
Treasury bills (c) | - | - | 306,438 | 392,253 |
Government securities (“LFTs”) (d) | - | - | 363,879 | 1,272,445 |
Dynamo and Amazônia Viva Funds | - | - | 44,914 | 36,698 |
Foreign currency investment funds (e) | - | - | 1,045,119 | - |
Restricted cash | - | - | - | 30,240 |
5,409 | 1,579,899 | 2,126,393 | 4,060,754 | |
Current | 5,409 | 1,579,899 | 2,081,479 | 4,024,056 |
Non-current | - | - | 44,914 | 36,698 |
a) | The Company concentrates part of its investments in an exclusive investment fund, which holds shares in the Essential Investment Fund. |
The values of the shares held by the Company are presented under the heading “Exclusive Investment Fund” in the parent company.
The financial statements of the Exclusive Investment Fund, in which the group has exclusive participation (100% of the shares), were consolidated, except for Instituto Natura’s share, and the values of its portfolio were segregated by type of investment and classified as equivalent to cash and securities, based on the accounting practices adopted by the Company. For consolidated presentation purposes, the balance of exclusive investment funds, as well as the positions of other subsidiaries, are presented according to the financial component.
Of the balance on September 30, 2024, the Crer Para Ver line represented R$84,448 (R$94,322 on December 31, 2023) in the Exclusive Investment Fund.
b) | Mutual investment funds refer to the financial investments of some of the Company’s subsidiaries, which are concentrated in the Company’s entities in Argentina, Chile, Colombia, and Mexico. |
c) | On September 30, 2024, financial investments in Financial Bills were remunerated at an average rate of 123.50% of the CDI (108.15% on December 31, 2023). |
d) | On September 30, 2024, financial investments in LFTs were remunerated at an average rate of 104.70% of the CDI (100.75% of the CDI on December 31, 2023). |
e) | Fund with investments in US government bonds and/or repurchase agreements backed by US government bonds, in a top-tier financial institution abroad, with an average rate of 4.75%. |
The composition of the securities that make up the portfolio of the Essential Investment Fund, in which the Company holds a 100% stake, as at September 30, 2024 and December 31, 2023, was as follows:
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
Bank deposit certificates | - | 644 |
Repurchase operations (cash and cash equivalents) | 592,294 | 1,433,487 |
Treasury bills | 306,440 | 392,253 |
LFTs | 290,012 | 1,272,445 |
19 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
1,188,746 | 3,098,829 |
These amounts are consolidated with the Company’s other investments of the same nature in Consolidated.
8. | TRADE ACCOUNTS RECEIVABLE |
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
Trade accounts receivable | 4,590,792 | 3,893,880 |
(-) Expected credit losses | (363,754) | (369,485) |
4,227,038 | 3,524,395 |
The maximum exposure to credit risk on the date of the interim financial statements is the carrying amount of each maturity date range, net of the expected credit losses. The following table shows trade accounts receivable by exposure to the allowance for expected credit losses as at September 30, 2024 and December 31, 2023:
Consolidated | ||||
September 30, 2024 (a) | December 31, 2023 | |||
Trade accounts receivable | Expected credit losses | Trade accounts receivable | Expected credit losses | |
Current | 3,933,315 | (133,074) | 3,150,046 | (111,784) |
Past due: | ||||
Up to 30 days | 219,143 | (43,942) | 348,851 | (48,397) |
From 31 to 60 days | 117,435 | (36,851) | 89,271 | (32,502) |
From 61 to 90 days | 77,067 | (36,446) | 66,496 | (31,128) |
From 91 to 180 days | 243,812 | (113,437) | 239,194 | (145,656) |
Over 180 days | 20 | (4) | 22 | (18) |
4,590,792 | (363,754) | 3,893,880 | (369,485) |
a) | Considering the loss of control of the former subsidiary API (see note no. 1.a), the accounts receivable balances on September 30, 2024 do not include the balances arising from this former subsidiary, which were presented on December 31, 2023. |
The changes for expected credit losses for the nine-month periods ended September 30, 2024 and 2023 are as follows:
Consolidated | |
Balance as at December 31, 2022 | (431,151) |
Transfer to asset held for sale | 1,661 |
Additions, net of reversals | (460,607) |
Write-offs (a) | 504,235 |
Translation adjustment | 13,059 |
Balance as at September 30, 2023 | (372,803) |
Balance as at December 31, 2023 | (369,485) |
Loss of control of the former subsidiary API | 80,963 |
Additions, net of reversals | (363,434) |
Write-offs (a) | 297,163 |
Translation adjustment | (8,961) |
Balance as at September 30, 2024 | (363,754) |
a) | Refers to securities overdue for more than 180 days that are written off when the Company has no expectation of recovering accounts receivable from customers and sales from the customer portfolio. |
20 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
9. | INVENTORIES |
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
Finished products | 2,655,384 | 2,390,999 |
Raw materials and packaging | 682,529 | 882,514 |
Auxiliary materials | 211,494 | 224,370 |
Products in progress | 58,216 | 41,604 |
(-) Losses in carrying inventories | (349,814) | (452,092) |
3,257,809 | 3,087,395 |
The movement for losses on inventory realization for the nine-month periods ended September 30, 2024 and 2023 is as follows:
Consolidated | |
Balance as at December 31, 2022 | (491,959) |
Transfer to non-current assets held for sale | 4,400 |
Additions, net of reversals (a) | (299,516) |
Write-offs (b) | 230,146 |
Translation adjustment | 30,197 |
Balance as at September 30, 2023 | (526,732) |
Balance as at December 31, 2023 | (452,092) |
Reversal of losses due to loss of control of the former subsidiary API | 151,861 |
Additions, net of reversals (a) | (171,372) |
Write-offs (b) | 129,753 |
Translation adjustment | (7,964) |
Balance as at September 30, 2024 | (349,814) |
a) | This refers to the recognition of the losses due to discontinuation, expiration and quality, to cover expected losses on the realization of inventories, pursuant to the policy of the Company. |
b) | This consists of write-offs of products for which losses had already been registered, where the Company has no expectation of sales/recoverability. |
10. | RECOVERABLE TAXES |
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
ICMS on acquisition of inputs (a) | 420,452 | 561,224 |
Taxes on purchasing inputs abroad | 277,743 | 214,699 |
ICMS on acquisition of fixed assets | 16,213 | 15,912 |
PIS/COFINS on acquisition of inputs (b) | 557,573 | 620,631 |
Tax on Industrialized Products – IPI (c) | 113,456 | 127,127 |
Other | 37,189 | 181,344 |
1,422,626 | 1,720,937 | |
Current | 689,828 | 608,530 |
Non-current | 732,798 | 1,112,407 |
a) | Tax credits related to the tax on the circulation of goods, interstate and intercity transportation and communication services (“ICMS”) were generated mainly by purchases whose tax rate is higher than the average sales. The Company expects to realize these credits in the normal course of operations by offsetting them against sales transactions in the domestic market. |
b) | The accumulated PIS and COFINS tax credits basically arise from credits on purchases of raw materials used in production and acquisition of fixed assets, as well as credits arising from the exclusion of ICMS from the PIS/COFINS calculation basis. The realization of these credits normally occurs through offsetting with sales transactions in the domestic market. |
c) | Balance will be used to offset Tax on Industrialized Products (“IPI”) payable in future operations of the Company. |
21 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
11. | INCOME TAX AND SOCIAL CONTRIBUTION |
The effective rate calculated by the company for the period ended September 30, 2024 was 159.09%. This percentage is based on pre-tax profit of R$707,376 and income tax expense of R$1,125,334. The main components that cause the effective rate to deviate from the nominal income tax rate of 34% are the mix of pre-tax results by country, tax losses that could not be benefited by the respective deferred tax, differences in nominal income tax rates of foreign subsidiaries and several permanent tax effects in local jurisdictions that increase the respective tax liabilities, including withholding taxes arising from transactions between group companies that could not be benefited. Otherwise, important permanent tax benefits, such as investment subsidies and other incentives, contribute positively to providing reductions in tax liabilities and in the composition of the rate.
The effective rate calculated by the company for the nine-month period ended September 30, 2023 was 129.49%. This percentage is based on the pre-tax loss of R$622,267 and income tax revenue of R$805,748. The main components that cause the effective rate to deviate from the nominal income tax rate of 34% are mainly due to permanent tax benefits, such as investment subsidies and other incentives, in addition to benefits on tax losses earned in certain jurisdictions.
These benefits are offset by the mix of pre-tax results by country, tax losses that could not be benefited, differences in nominal rates of subsidiaries abroad and other permanent tax effects in local jurisdictions that increase the respective tax liabilities.
The movement of deferred income tax and social contribution assets and liabilities for the nine-month periods ended September 30, 2024 and 2023 is represented as follows:
Parent | Consolidated | ||
Assets | Assets | Liabilities | |
Balance as at December 31, 2022 | 150,167 | 3,519,515 | (934,414) |
Effect on income statement | 4,373 | (658,807) | (2,290,640) |
Transfer between deferred income tax and social contribution liabilities and assets | - | 16,378 | (16,378) |
Reclassification of contingency to deferred liability | - | - | (52,004) |
Creation of tax credits on a universal basis | - | 20,213 | - |
Write-off of discontinued operation | - | (155,309) | 24,933 |
Reserve for grant of options and restricted shares | (11,774) | (55,887) | 2,485 |
Other comprehensive income impact | - | 5,218 | - |
Translation adjustment | - | (14,036) | 21,603 |
Balance as at September 30, 2023 | 142,766 | 2,677,285 | (3,244,415) |
Balance as at December 31, 2023 | 47,948 | 2,200,695 | (328,090) |
Effect on income statement | 33,033 | (751,543) | 33,738 |
Transfer between income tax and deferred social contribution liabilities and assets | - | 10,635 | (10,635) |
Reclassification of contingency to deferred asset | - | 14,973 | - |
Write-off associated with discontinued operation (a) | - | 116,820 | 118,032 |
Reserve for granting options and restricted shares | 19,076 | 35,070 | - |
Effect on other comprehensive income | - | (11,514) | - |
Translation adjustment | - | 33,898 | (7,546) |
Balance as at September 30, 2024 | 100,057 | 1,649,034 | (194,501) |
(a) | Includes write-offs of deferred income tax liabilities arising from the loss of control of the former subsidiary API. |
The Company reassessed the recoverability of deferred income tax assets recorded in the subsidiary Natura &Co Luxembourg and concluded that it was no longer probable at the balance sheet date that the amount of R$748 million would be recoverable in the normal course of the activities of said subsidiary. As a result, the Company reversed this amount.
The Company considered the effective tax rate projections including the effects of continuing and discontinued operations in determining the tax effects applicable to the nine-month period ended September 30, 2024.
Management monitors the performance of all its entities and assesses whether deferred income tax assets can be realized from four sources of use: potential for offsetting tax losses, reversal of taxable temporary differences, tax planning opportunities (which may include corporate transactions) and projection of future taxable profits. The Company does not record deferred income tax assets that cannot be supported by one or more of these sources of realization.
22 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
12. | JUDICIAL DEPOSITS |
Judicial deposits represent restricted assets of the Company and are related to the amounts deposited and held in court until the resolution of the disputes to which they are related. The judicial deposits maintained by the Company on September 30, 2024 and December 31, 2023 were as follows:
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
Unaccrued tax proceedings (a) | 249,512 | 228,331 |
Accrued tax proceedings (b) | 166,689 | 154,077 |
Unaccrued civil proceedings | 2,350 | 5,462 |
Accrued civil proceedings | 698 | 1,453 |
Unaccrued labor proceedings | 3,156 | 10,018 |
Accrued labor proceedings | 2,788 | 8,689 |
Total judicial deposits | 425,193 | 408,030 |
a) | The tax proceedings related to these judicial deposits refer, substantially, to ICMS-ST. |
b) | The tax proceedings related to these judicial deposits refer, substantially, to the sum of the amounts highlighted in explanatory note no. 21 and the amounts provisioned according to explanatory note no. 20. |
Changes in judicial deposits balances for the nine-month periods ended September 30, 2024 and 2023 were as follows:
Consolidated | |
Balance as at December 31, 2022 | 457,550 |
New deposits | 11,501 |
Redemptions in favor of the Company | (35,143) |
Monetary correction | 20,510 |
Application in cases settled | (52,486) |
Translation adjustment | (773) |
Balance as at September 30, 2023 | 401,159 |
Balance as at December 31, 2023 | 408,030 |
New deposits | 58,606 |
Redemptions in favor of the Company | (17,834) |
Monetary correction | 21,867 |
Application in cases settled | (45,476) |
Balance as at September 30, 2024 | 425,193 |
In addition to judicial deposits, the Company has guarantee insurance policies and letters of guarantee for some legal proceedings.
23 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
13. | NON-CURRENT ASSETS HELD FOR SALE |
Below is the balance movement of non-current assets held for sale for the nine-month periods ending September 30, 2024 and 2023:
Consolidated | |
Balance as at December 31, 2022 | 51 |
Transfers of assets of the previous subsidiary Aesop (a) | 2,492,471 |
Other transfers (b) | 555,682 |
Impairment (c) | (56,179) |
Write-offs by disposal (d) | (2,529,955) |
Translation adjustment | (5,365) |
Balance as at September 30, 2023 | 456,705 |
Balance as at December 31, 2023 | - |
Transfers of fixed assets, other assets and liabilities (c) | 139,225 |
Impairment (d) | (44,893) |
Write-offs by disposal (e) | (95,084) |
Translation adjustment | 752 |
Balance as at September 30, 2024 | - |
(a) | The transfers include the value of the assets of the former subsidiary Aesop, the sale of which was assessed as highly probable in the quarter ended March 31, 2023. The stake in the entity was sold during the quarter ended September 30, 2023. |
(b) | As at September 30, 2023, these transfers include properties of the former subsidiary Avon, located in the United States and Chile. The impairment recorded refers to the difference between the market value and the book value of these properties. |
(c) | On September 30, 2024, the transfers of fixed assets included properties of the former subsidiary Avon, located in the United Kingdom. |
(d) | On September 30, 2024, they reflect the recognition of a loss due to impairment of properties of the former subsidiary Avon, located in the United Kingdom, transferred to non-current assets held for sale and, being tested for impairment purposes upon transfer and consequent measurement at the lower of fair value less costs to sell and the previous carrying amount. |
(e) | On September 30, 2024, the write-offs include the sale of properties, of the former subsidiary Avon, located in the United Kingdom. |
Further details on the sale of former subsidiaries Aesop and The Body Shop, as well as the results of discontinued operations for the nine-month periods ended September 30, 2024 and 2023 are presented in explanatory note no. 36.
24 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
14. | OTHER CURRENT AND NON-CURRENT ASSETS |
Parent | Consolidated | |||
September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | |
Marketing and advertising advances (a) | - | - | 73,165 | 43,150 |
Supplier advances | 1,971 | 308 | 124,920 | 203,193 |
Employee advances | 111 | 64 | 14,929 | 19,297 |
Rent advances and guarantee deposits | - | - | - | 20,284 |
Advance insurance expenses | - | 14,013 | 20,766 | 110,355 |
Overfunded pension plan (b) | - | - | - | 723,130 |
Customs broker advances – Import taxes | - | - | 57,995 | 43,316 |
Sublease receivables (c) | - | - | - | 180,440 |
Receivables with the former subsidiary API and its subsidiaries (d) | 217,176 | - | 4,069,471 | - |
Carbon credits | - | - | 14,899 | 13,970 |
Receivables from service providers | - | - | - | 109,639 |
Other | 111 | 1,160 | 147,202 | 165,332 |
219,369 | 15,545 | 4,523,347 | 1,632,106 | |
Current | 2,193 | 15,545 | 385,795 | 604,427 |
Non-current | 217,176 | - | 4,137,552 | 1,027,679 |
a) | Refers to advances for advertising and marketing actions, including television quotas contracted for 2024. |
b) | Pension plan arising from the acquisition of the former subsidiary API, which was derecognized on September 30, 2024, after the loss of control. |
c) | Refers to the receivable from the sublease of the office that the former subsidiary API has in New York, which was derecognized on September 30, 2024, after the loss of control. |
d) | Refers to receivables from the former subsidiary API in the amount of R$ 681.012 (equivalent of US$ 125 million) and receivables from ACL and subsidiaries amounting to R$ 3,391,468, which were previously classified as related parties, and are now recorded in other non-current assets due to deconsolidation under the Chapter 11 process. |
25 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
15. | INVESTMENTS |
Parent | ||
September 30, 2024 | December 31, 2023 | |
Investments in subsidiaries, net of losses | 15,576,296 | 22,056,486 |
Information and changes in the balances for the nine-month period ended September 30, 2024 and 2023 are as follows:
September 30, 2024 | ||||
Natura Cosméticos S.A. | Avon Products, Inc. | Natura &Co International S.à r.l. | Total | |
Percentage of interest | 100.00% | 100.00% | 100.00% | |
Shareholders’ equity of the subsidiaries | 9,308,280 | - | (2,089,814) | 7,218,466 |
Shareholders’ equity interest | 9,308,280 | - | (2,089,814) | 7,218,466 |
Fair value adjustment of acquired assets and liabilities | 84,350 | - | 201,214 | 285,564 |
Goodwill | 5,448,655 | - | 2,623,611 | 8,072,266 |
Total | 14,841,285 | - | 735,011 | 15,576,296 |
Balance as at December 31, 2023 | 14,230,563 | (1,108,081) | 8,934,004 | 22,056,486 |
Share of profit (loss) of equity investees | 679,403 | (1,523,734) | (10,912,479) | (11,756,810) |
Share of profit (loss) of equity investees of assets arising from business combination | (122,202) | (303,222) | (24,652) | (450,076) |
Translation adjustment | (66,623) | 352,661 | 1,475,654 | 1,761,692 |
Translation adjustment from equity investees from business combination | 116,872 | (911,346) | (90,867) | (885,341) |
Unrealized losses on translation adjustment – OCI | - | 9,152 | - | 9,152 |
Effect of hyperinflationary economy adjustment | 487,162 | 198,548 | - | 685,710 |
Contribution by the controlling company for purchase option plans granted to executive officers of the subsidiaries and other reserves net | 59,594 | (28,770) | - | 30,824 |
Hedge accounting net of taxes | 26,582 | 2,548 | 6,274 | 35,404 |
Dividends and Interest on Net Equity (“INE”) | (1,333,023) | - | - | (1,333,023) |
Actuarial losses of equity investees | (6,707) | - | - | (6,707) |
Capital increase | - | - | 1,347,077 | 1,347,077 |
Business combination from common control entity (b) | 40,419 | (40,419) | - | - |
Goodwill from future profitability associated with transferred subsidiary (a) | 729,245 | (729,245) | - | - |
Effect of loss of control of former subsidiary API (c) | - | 4,081,908 | - | 4,081,908 |
Balance as at September 30, 2024 | 14,841,285 | - | 735,011 | 15,576,296 |
a) | During the nine-month period ended September 30, 2024, the Company carried out a restructuring involving the transfer of the subsidiaries Avon Chile, Argentina, Ecuador and Uruguay among its investees. Upon carrying out such transfer, the Company consequently carried out the reallocation of the goodwill balances due to expected future profitability arising from the acquisition of this operation (the underlying assets), which are responsible for the recovery of this associated goodwill from its continuing operations. This reallocation does not change the Company's equity position and total investment balance and does not affect the net assets of the investees. |
b) | Amount related to the transfer of subsidiaries Avon Chile, Argentina, Ecuador and Uruguay from the API corporate structure to Natura Cosméticos. |
c) | Refers to the effect of the write-off of investment balances in the former subsidiary API, associated with the loss of control. |
26 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
September 30, 2023 | ||||
Natura Cosméticos S.A.. | Avon Products, Inc. | Natura &Co International S.à r.l. | Total | |
Percentage of interest | 100.00% | 100.00% | 100.00% | |
Shareholders’ equity of the subsidiaries (unsecured liabilities) | 13,643,155 | (7,513,429) | 5,960,831 | 12,090,557 |
Shareholders’ equity interest (unsecured liabilities) | 13,643,155 | (7,513,429) | 5,960,831 | 12,090,557 |
Fair value adjustment of acquired assets and liabilities | - | 3,589,614 | - | 3,589,614 |
Tax benefit from income tax of subsidiaries (b) | - | 357,327 | - | 357,327 |
Goodwill | - | 12,076,057 | - | 12,076,057 |
Total | 13,643,155 | 8,509,569 | 5,960,831 | 28,113,555 |
Net income (loss) for the period of subsidiaries | 7,466,145 | (2,100,152) | 330,946 | 5,696,939 |
Balances as at December 31, 2022 | 5,992,009 | 10,500,599 | 5,722,812 | 22,215,420 |
Share of profit (loss) of equity investees | 7,466,145 | (2,100,152) | 330,946 | 5,696,939 |
Translation adjustment | (509,798) | (33,658) | (242,928) | (786,384) |
Capital increase | - | 158,377 | 150,000 | 308,377 |
Effect of hyperinflationary economy adjustment | 322,716 | (42,483) | - | 280,233 |
Contribution by the controlling company for purchase option plans granted to executive officers of the subsidiaries and other reserves net of tax effects | 30,546 | 34,830 | - | 65,376 |
Hedge accounting impacts, net of tax effects | 492,106 | (7,944) | - | 484,162 |
Dividends paid | (150,000) | - | - | (150,000) |
Other impacts | (569) | - | 1 | (568) |
Balance as at September 30, 2023 | 13,643,155 | 8,509,569 | 5,960,831 | 28,113,555 |
27 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
16. | PROPERTY, PLANT AND EQUIPMENT |
Consolidated | |||||||||
Useful life range (in years) | December 31, 2023 | Additions | Write-offs | Transfers | Loss of control write-off (a) | Translation adjustment | September 30, 2024 | ||
Cost: | |||||||||
Vehicles | 2 to 5 | 47,737 | 12,642 | (1,623) | 94 | (2,577) | 10,490 | 66,763 | |
Tooling | 3 | 211,026 | - | - | 4,027 | - | 164 | 215,217 | |
Tools and accessories | 3 to 20 | 181,730 | 2,826 | (843) | 1,124 | (30,148) | (1,213) | 153,476 | |
Facilities | 3 to 60 | 339,435 | 109 | (31) | 24,161 | 672 | 5,275 | 369,621 | |
Machinery and accessories | 3 to 15 | 2,200,219 | 3,877 | (15,296) | 10,024 | (49,307) | 29,292 | 2,178,809 | |
Leasehold improvements | 2 to 20 | 138,433 | 11,271 | (9,485) | 8,385 | 119,817 | 3,597 | 272,018 | |
Buildings | 14 to 60 | 1,130,440 | 880 | - | 154 | (57,831) | (8,401) | 1,065,242 | |
Furniture and fixtures | 2 to 25 | 158,826 | 4,833 | (1,331) | 3,807 | (8,553) | 3,708 | 161,290 | |
Land | - | 389,874 | - | - | - | (136,614) | (4,008) | 249,252 | |
IT equipment | 3 to 15 | 394,355 | 2,132 | (1,201) | 10,060 | (108,514) | 5,393 | 302,225 | |
Other assets | 2 | 25,460 | - | - | - | (12,198) | (187) | 13,075 | |
Projects in progress | - | 498,295 | 135,487 | (32,842) | (54,190) | (298,843) | 7,971 | 255,878 | |
Total cost | 5,715,830 | 174,057 | (62,652) | 7,646 | (584,096) | 52,081 | 5,302,866 | ||
Depreciation value: | |||||||||
Vehicles | (22,887) | (10,725) | 1,038 | (63) | 11,310 | 2,686 | (18,641) | ||
Tooling | (188,400) | (7,079) | 24 | - | - | (32) | (195,487) | ||
Tools and accessories | (62,406) | (1,804) | 640 | - | 12,843 | (285) | (51,012) | ||
Facilities | (207,339) | (12,824) | 23 | 9 | (2,288) | (3,112) | (225,531) | ||
Machinery and accessories | (1,188,622) | (91,223) | 14,462 | 40 | (183,507) | 9,255 | (1,439,595) | ||
Leasehold improvements | 5,854 | (18,844) | 6,226 | (59) | (129,750) | (2,087) | (138,660) | ||
Buildings | (160,812) | (30,921) | - | - | (220,751) | 8,748 | (403,736) | ||
Furniture and fixtures | (80,995) | (10,932) | 841 | (2) | (2,878) | (903) | (94,869) | ||
IT equipment | (328,257) | (20,067) | 864 | 11 | 66,744 | (3,006) | (283,711) | ||
Other assets | (24,392) | (269) | - | - | 12,997 | (809) | (12,473) | ||
Total depreciation | (2,258,256) | (204,688) | 24,118 | (64) | (435,280) | 10,455 | (2,863,715) | ||
Net total | 3,457,574 | (30,631) | (38,534) | 7,582 | (1,019,376) | 62,536 | 2,439,151 | ||
a) | Refers to the effect of the write-off of fixed asset balances in the former subsidiary API, associated with the loss of control. |
28 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
Consolidated | ||||||||
Useful life range (in years) | December 31, 2022 | Additions | Write-offs | Transfers | Transfer to assets held for sale | Translation adjustment | September 30, 2023 | |
Cost: | ||||||||
Vehicles | 2 to 5 | 74,362 | 5,202 | (6,449) | 11,046 | 76 | (11,286) | 72,951 |
Tooling | 3 | 204,177 | - | - | 6,871 | - | 159 | 211,207 |
Tools and accessories | 3 to 20 | 175,452 | 7,206 | (95) | 4,786 | - | (4,190) | 183,159 |
Facilities | 3 to 60 | 307,448 | 2,035 | (1,096) | 8,041 | (166) | (916) | 315,346 |
Machinery and accessories | 3 to 15 | 2,272,136 | 6,101 | (35,811) | 125,562 | (25,065) | (38,746) | 2,304,177 |
Leasehold improvements | 2 to 20 | 1,128,086 | 29,816 | (65,582) | 9,149 | (696,954) | (21,645) | 382,870 |
Buildings | 14 to 60 | 1,916,939 | 13,254 | (10,038) | (4,275) | (582,033) | (42,875) | 1,290,972 |
Furniture and fixtures | 2 to 25 | 674,062 | 26,651 | (67,212) | 5,856 | (93,440) | (23,626) | 522,291 |
Land | - | 645,657 | 693 | (633) | - | (267,425) | (7,269) | 371,023 |
IT equipment | 3 to 15 | 627,770 | 4,849 | (102,916) | 13,237 | (52,223) | (21,053) | 469,664 |
Other assets | - | 26,230 | - | (12) | - | - | (490) | 25,728 |
Projects in progress | - | 580,627 | 285,409 | (24,414) | (200,735) | (38,819) | (23,766) | 578,302 |
Total cost | 8,632,946 | 381,216 | (314,258) | (20,462) | (1,756,049) | (195,703) | 6,727,690 | |
Depreciation value: | ||||||||
Vehicles | (38,070) | (4,151) | 5,089 | - | (24) | 3,735 | (33,421) | |
Tooling | (179,485) | (9,520) | - | - | - | 2,790 | (186,215) | |
Tools and accessories | (135,440) | (15,487) | 2 | (12) | - | 3,472 | (147,465) | |
Facilities | (201,307) | (16,821) | 1,088 | (1,364) | 166 | 11,359 | (206,879) | |
Machinery and accessories | (1,118,339) | (169,238) | 31,299 | (513) | 17,185 | 38,633 | (1,200,973) | |
Leasehold improvements | (626,431) | (56,289) | 63,062 | (133) | 464,551 | 21,478 | (133,762) | |
Buildings | (455,402) | (97,034) | 9,750 | 20 | 301,177 | 12,626 | (228,863) | |
Furniture and fixtures | (408,832) | (64,907) | 66,087 | - | 62,651 | 19,601 | (325,400) | |
IT equipment | (475,668) | (54,962) | 102,220 | 1,585 | 31,284 | 15,753 | (379,788) | |
Other assets | (27,822) | (411) | - | 83 | - | 2,423 | (25,727) | |
Total depreciation | (3,666,796) | (488,820) | 278,597 | (334) | 876,990 | 131,870 | (2,868,493) | |
Net total | 4,966,150 | (107,604) | (35,661) | (20,796) | (879,059) | (63,833) | 3,859,197 |
29 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
17. | INTANGIBLE ASSETS |
Consolidated | ||||||||
Useful life range (in years) | December 31, 2023 | Additions | Write-offs | Transfers | Loss of control write-off (a) | Translation adjustment | September 30, 2024 | |
Cost | ||||||||
Software | 2.5 to 10 | 2,104,028 | 108,520 | (19,036) | (11,457) | (151,398) | 28,775 | 2,059,432 |
Trademarks and patents (defined useful life) | 20 to 25 | 618,385 | - | - | - | (618,385) | - | - |
Trademarks and patents (indefinite useful life) | - | 2,350,528 | - | - | - | (2,350,528) | - | - |
Goodwill Avon | - | 11,253,458 | - | - | - | (3,191,443) | 10,252 | 8,072,267 |
Goodwill Singu | - | 52,049 | - | - | - | - | - | 52,049 |
Relationship with retail clients | 10 | 203 | - | - | - | - | 191 | 394 |
Relationship with franchisees and sub-franchisees | 10 to 15 | 1,928,421 | - | - | - | (736,370) | 9,772 | 1,201,823 |
Technology developed | 5 | 1,351,930 | - | - | - | (1,351,929) | (1) | - |
Other intangibles | 2 | 5,399 | 7,202 | (4,130) | - | - | 16 | 8,487 |
Total cost | 19,664,401 | 115,722 | (23,166) | (11,457) | (8,400,053) | 49,005 | 11,394,452 | |
Accumulated amortization: | ||||||||
Software | (1,014,595) | (198,358) | 10,228 | 2,358 | (48,558) | (23,214) | (1,272,139) | |
Trademarks and patents | (123,677) | - | - | - | 123,677 | - | - | |
Relationship with retail clients | (202) | (1,662) | 1,895 | - | - | (191) | (160) | |
Relationship with franchisees and sub-franchisees | (869,119) | (99,971) | - | - | 347,626 | (2,326) | (623,790) | |
Technology developed | (1,081,545) | - | - | - | 1,081,545 | - | - | |
Other intangibles | (5,397) | - | - | - | - | (20) | (5,417) | |
Total accrued amortization | (3,094,535) | (299,991) | 12,123 | 2,358 | 1,504,290 | (25,751) | (1,901,506) | |
Net total | 16,569,866 | (184,269) | (11,043) | (9,099) | (6,895,763) | 23,254 | 9,492,946 |
a) | Refers to the effect of the write-off of fixed asset balances in the former subsidiary API, associated with the loss of control. |
30 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
Consolidated | ||||||||
Useful life range (in years) | December 31, 2022 | Additions | Write-offs | Transfers | Transfer to assets held for sale | Translation adjustment | September 30, 2023 | |
Cost: | ||||||||
Software | 2.5 to 10 | 2,949,813 | 92,571 | (467,843) | 181,912 | (96,956) | (55,859) | 2,603,638 |
Trademarks and patents (defined useful life) | 20 to 25 | 813,204 | - | - | - | (139,869) | (27,026) | 646,309 |
Trademarks and patents (indefinite useful life) | - | 4,818,030 | - | - | - | - | 32,834 | 4,850,864 |
Goodwill Avon | - | 12,307,865 | - | - | - | - | (231,808) | 12,076,057 |
Goodwill Emeis Brazil Pty Ltd. | - | 124,315 | - | - | - | (124,315) | - | - |
Goodwill The Body Shop | - | 1,645,527 | 7 | - | - | - | 43,854 | 1,689,388 |
Goodwill acquisition of The Body Shop stores | - | 1,456 | - | - | - | - | - | 1,456 |
Goodwill Singu | - | - | 52,049 | - | - | - | - | 52,049 |
Relationship with retail clients | 10 | 2,583 | - | - | - | (2,255) | (8) | 320 |
Key money (indefinite useful life) | - | 22,313 | - | - | - | - | (723) | 21,590 |
Key money (defined useful life) | 3 to 18 | 7,828 | 383 | (2,144) | (378) | - | 877 | 6,566 |
Relationship with franchisees and sub-franchisees and sales representatives | 14 to 15 | 2,676,563 | - | (14,892) | 372 | - | (110,957) | 2,551,086 |
Technology developed (by acquired subsidiary) | - | 1,457,039 | - | - | - | - | (58,670) | 1,398,369 |
Other intangible assets and intangibles under development | - | 133,403 | 162,046 | (5,563) | (161,546) | (9,797) | (2,656) | 115,887 |
Total cost | 26,959,939 | 307,056 | (490,442) | 20,360 | (373,192) | (410,142) | 26,013,579 | |
Accumulated amortization: | ||||||||
Software | (1,720,169) | (306,116) | 467,346 | 436 | 75,818 | 8,576 | (1,474,109) | |
Trademarks and patents | (169,620) | (23,992) | - | - | 45,298 | 22,890 | (125,424) | |
Key money | (10,103) | - | 2,114 | - | - | 1,423 | (6,566) | |
Relationship with retail clients | (2,968) | - | - | - | 2,255 | 393 | (320) | |
Relationship with franchisees and sub-franchisees and sales representatives | (918,994) | (184,219) | 14,892 | - | - | 31,590 | (1,056,731) | |
Technology developed | (874,225) | (209,806) | - | - | - | 35,253 | (1,048,778) | |
Other intangible assets | (2,890) | (2,661) | 2,175 | - | 9,797 | (10,926) | (4,505) | |
Total accrued amortization | (3,698,969) | (726,794) | 486,527 | 436 | 133,168 | 89,199 | (3,716,433) | |
Net total | 23,260,970 | (419,738) | (3,915) | 20,796 | (240,024) | (320,943) | 22,297,146 |
31 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
18. | RIGHT OF USE AND LEASE LIABILITIES |
a) Right of use | |||||||||||
Consolidated | |||||||||||
Useful life range (in years) (a) | December 31, 2023 | Additions | Write-offs | Transfers | Loss of control write-off (a) | Translation adjustment | September 30, 2024 | ||||
Cost: | |||||||||||
Vehicles | 3 | 159,169 | 14,282 | - | - | (58,215) | 1,509 | 116,745 | |||
Machinery and equipment | 3 to 10 | 37,881 | - | - | - | (20,073) | (163) | 17,645 | |||
Buildings | 3 to 10 | 1,500,669 | 104,972 | (26,648) | - | (374,782) | 56,255 | 1,260,466 | |||
IT equipment | 10 | 23,145 | - | (2,935) | - | (20,264) | 54 | - | |||
Retail stores | 3 to 10 | 146,994 | 28,095 | (7,797) | - | - | 528 | 167,820 | |||
Software | 3 to 4 | 19,130 | 437 | (12,244) | 3,811 | - | 625 | 11,759 | |||
Total cost | 1,886,988 | 147,786 | (49,624) | 3,811 | (473,334) | 58,808 | 1,574,435 | ||||
Depreciation value: | |||||||||||
Vehicles | (76,487) | (25,745) | - | - | 26,995 | (2,363) | (77,600) | ||||
Machinery and equipment | (13,444) | (2,925) | - | - | 8,388 | (255) | (8,236) | ||||
Buildings | (627,752) | (111,082) | 8,036 | - | 174,098 | (42,654) | (599,354) | ||||
IT equipment | (18,603) | (352) | 1,633 | - | 17,320 | 2 | - | ||||
Retail stores | (90,939) | (17,691) | 3,612 | - | - | (161) | (105,179) | ||||
Software | (8,954) | (3,669) | 7,724 | (2,294) | - | (627) | (7,820) | ||||
Total accrued depreciation | (836,179) | (161,464) | 21,005 | (2,294) | 226,801 | (46,058) | (798,189) | ||||
Net total | 1,050,809 | (13,678) | (28,619) | 1,517 | (246,533) | 12,750 | 776,246 | ||||
a) | Refers to the effect of the write-off of fixed asset balances in the former subsidiary API, associated with the loss of control. |
Consolidated | |||||||
Useful life in years (a) | December 31, 2022 | Additions | Write-offs(b) | Transfer to assets held for sale | Translation adjustment | September 30, 2023 | |
Cost: | |||||||
Vehicles | 3 | 164,661 | 42,143 | (84,887) | - | (12,318) | 109,599 |
Machinery and equipment | 3 to 10 | 31,216 | 10,501 | (1,536) | - | (4,596) | 35,585 |
Buildings | 3 to 10 | 1,570,088 | 167,935 | (101,589) | - | (29,884) | 1,606,550 |
IT equipment | 10 | 29,052 | 2,259 | (7,940) | - | (2,431) | 20,940 |
Retail stores | 3 to 10 | 3,361,432 | 242,298 | (229,125) | (1,388,973) | (81,351) | 1,904,281 |
Software | 3 to 4 | 13,527 | 5,566 | - | - | 47 | 19,140 |
Tools and accessories | 3 | 498 | 14 | (216) | - | (9) | 287 |
Total cost | 5,170,474 | 470,716 | (425,293) | (1,388,973) | (130,542) | 3,696,382 | |
Accumulated depreciation: | |||||||
Vehicles | (105,457) | (31,682) | 82,536 | - | 13,264 | (41,339) | |
Machinery and equipment | (13,787) | (7,661) | 1,377 | - | 4,298 | (15,773) | |
Buildings | (556,655) | (182,323) | 69,241 | - | (3,722) | (673,459) | |
IT equipment | (23,957) | (3,839) | 7,940 | - | 1,992 | (17,864) | |
Retail stores | (1,525,308) | (285,042) | 229,125 | 563,908 | 50,369 | (966,948) | |
Software | (3,121) | (4,235) | - | - | (50) | (7,406) | |
Tools and accessories | (302) | (124) | 216 | - | 18 | (192) | |
Total accrued depreciation | (2,228,587) | (514,906) | 390,435 | 563,908 | 66,169 | (1,722,981) | |
Net total | 2,941,887 | (44,190) | (34,858) | (825,065) | (64,373) | 1,973,401 |
a) | The useful lives applied refer to the term of the contracts in which the Company is sure that it will use the assets underlying the lease contracts according to the contractual terms. |
b) | Store write-offs were associated with the transformation plan of the former subsidiary The Body Shop. |
32 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
Consolidated | ||
September 30, 2024 | September 30, 2023 | |
Amounts recognized in the statement of income for the nine-month periods ended September 30, 2024 and 2023: | ||
Financial expense on lease | 69,039 | 41,469 |
Amortization of right of use | 161,464 | 123,368 |
Expenses for short-term leases and low-value assets | 645 | 4,298 |
Total | 231,148 | 169,135 |
Amounts recognized in the financing activities in the cash flow statement: | ||
Lease payments (principal) | 168,061 | 114,461 |
Amounts recognized in the operating activities in the cash flow statement: | ||
Lease payments (interests) | 69,039 | 41,475 |
Other lease-related payments | - | 3,641 |
Total | 237,100 | 159,577 |
b) | Lease liability |
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
Current | 168,372 | 298,600 |
Non-current | 503,938 | 851,840 |
Total | 672,310 | 1,150,440 |
Below are the changes in lease liability balances for the nine-month periods ended September 30, 2024 and 2023:
Consolidated | |
Balance as at December 31, 2022 | 3,270,737 |
Transfers to held for sale | (891,098) |
New contracts and modifications | 460,470 |
Payments (principal) | (553,864) |
Payments (interest) | (120,692) |
Appropriation of financial charges | 121,065 |
Write-offs | (48,501) |
Translation adjustment | (111,628) |
Balance as at September 30, 2023 | 2,126,489 |
Balance as at December 31, 2023 | 1,150,440 |
New agreements and modifications | 134,735 |
Payments (principal) | (168,061) |
Payments (interest) | (69,039) |
Appropriation of financial charges | 69,039 |
Effect of loss of control of former subsidiary API | (419,483) |
Write-offs | (33,760) |
Translation adjustment | 8,439 |
Balance as at September 30, 2024 | 672,310 |
33 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
The amount of lease liability payments, including interest payments due to maturity, is as follows:
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
Less than a year | 236,275 | 401,217 |
One to five years | 569,649 | 912,529 |
More than five years | 42,858 | 135,207 |
Total expected cash flow | 848,782 | 1,448,953 |
Interest to be incurred | (176,472) | (298,513) |
Total balance | 672,310 | 1,150,440 |
19. | BORROWING, FINANCING AND DEBENTURES |
Ref. | Consolidated | |||
September 30, 2024 | December 31, 2023 | |||
Financing Agency for Studies and Projects (“FINEP”) | 3,799 | 3,546 | ||
Debentures | A | 2,422,671 | 1,962,188 | |
Commercial Notes | B | - | 517,534 | |
Working capital – Avon | - | 1,832 | ||
Raised in foreign currency | ||||
Debt securities (“Notes”) – Lux | C | 3,956,844 | 3,497,067 | |
Debt securities (“Notes”) – Avon | D | - | 129,535 | |
Loans with former subsidiary Avon | E and H | 681,333 | - | |
Grand total | 7,064,647 | 6,111,702 | ||
Current | 813,615 | 163,844 | ||
Non-current | 6,251,032 | 5,947,858 | ||
Debentures | ||||
Current | 71,199 | 68,189 | ||
Non-current | 2,351,472 | 1,852,699 | ||
34 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
Ref. | Currency | Maturity | Charges | Effective interest rate | Guarantees |
A | Brazilian Real | September 2027 to September 2032 | CDI + 0.8% to 1.6% with semi-annual payments. | CDI + 0.8%, CDI + 1.35% and CDI + 1.60% | Personal guarantee from Natura &Co Holding S.A |
B | Brazilian Real | September 2025 | CDI interest + 1.55% with bi-annual payments. | CDI + 1.55% | Guarantee of Natura &Co Holding S.A. |
C | US Dollar | May 2028 | Interest of 4.125% p.a. with bi-annual payments | 4.125% | Guarantee of Natura &Co Holding S.A. |
D | US Dollar | March 2043 | Interest of 8.45% of p.a. with bi-annual payments | 8.45% p.a. | None |
E | US Dollar | October 2024 to February 2025 | 6.16% to 6.55% | 6.16% to 6.55% | None |
F | Euro | November 2024 to February 2025 | 4.55% to 4.68% | 4.55% to 4.68% | None |
G | Philippine Peso | October 2024 to September 2026 | 6% | 6% | None |
H | Others | October 2024 to December 2024 | 2% to 6.50% | 2% to 6.50% | None |
Changes in the balances of borrowing, financing and debentures for the nine-month periods ended September 30, 2024 and 2023 are as follows:
Consolidated | |
Balance as at December 31, 2022 | 13,592,286 |
Captures | 1,506,701 |
Amortizations | (8,185,865) |
Reversal of fair value recognized in business combinations | (206,228) |
Appropriation of financial charges and funding costs | 773,906 |
Financial charges payment | (997,443) |
Exchange rate variation | (336,884) |
Translation adjustment | 64,430 |
Balance as at September 30, 2023 | 6,210,903 |
Balance as at December 31, 2023 | 6,111,702 |
Capture | 1,460,329 |
Loans with the former subsidiary API arising from the loss of control (a) | 681,333 |
Write-off of loans with third parties from the former subsidiary API (b) | (126,342) |
Amortizations | (1,465,492) |
Appropriation of financial charges and fundraising costs | 314,819 |
Financial charges payment | (345,999) |
Translation adjustment (other comprehensive income) | 434,297 |
Balance as at September 30, 2024 | 7,064,647 |
a) | Refers to loans to subsidiaries of the former subsidiary API, which were eliminated in the consolidation process and are now presented after the loss of control of this subsidiary. |
b) | Effect of the write-off of loans with third parties from the former subsidiary API, after deconsolidation due to loss of control. |
The maturities of the non-current portion of borrowing, financing and debentures recorded as non-current liabilities are as follows:
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
2025 | (9,950) | 494,677 |
2026 | (3,169) | - |
2027 | 238,863 | 1,072,566 |
2028 onwards | 6,025,288 | 4,380,615 |
Total | 6,251,032 | 5,947,858 |
35 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
19.1 Covenants
As at September 30, 2024 and December 31, 2023, the Company and its subsidiaries were not required to calculate and disclose restrictive clauses (covenants).
The Company also has covenants related to non-financial indicators according to each contract, of which it was in compliance as at September 30, 2024 and December 31, 2023.
20. | TRADE ACCOUNTS PAYABLE AND REVERSE FACTORING OPERATIONS |
Parent | Consolidated | |||
September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | |
Domestic trade accounts payable | 3,180 | 23,307 | 4,377,401 | 4,058,832 |
Foreign trade accounts payable (a) | 282,353 | 7,726 | 404,793 | 588,685 |
Subtotal | 285,533 | 31,033 | 4,782,194 | 4,647,517 |
Reverse factoring operations (b) | - | - | 586,154 | 654,961 |
Total | 285,533 | 31,033 | 5,368,348 | 5,302,478 |
a) | Refer to imports denominated primarily in US dollars, euros and pounds. |
b) | The Company has contracts signed with top-tier financial institutions, mainly Banco Itaú Unibanco S.A. to directly structure the operation known as “drawer risk” with its main suppliers. For further details on these transactions, please refer to note 3.15 of the annual financial statements for the year ended December 31, 2023. |
21. | TAX LIABILITES |
Parent | Consolidated | |||
September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | |
ICMS (ordinary) | - | - | 213,459 | 216,882 |
ICMS-ST provision (a) | - | - | 65,322 | 63,722 |
Taxes on invoicing abroad (b) | - | - | 145,553 | 150,706 |
Withholding tax (b) | - | - | 137,565 | 118,133 |
Other taxes payable - foreign subsidiaries (b) | - | - | 59,721 | 102,537 |
Income tax | 19,807 | 23,084 | 19,807 | 23,084 |
PIS and COFINS payable | 148 | 60,678 | 148 | 60,678 |
INSS and service tax payable (ISS) | 1,234 | - | 8,123 | 5,603 |
Others | - | - | 12,429 | 20,609 |
Total | 21,189 | 83,762 | 662,127 | 761,954 |
Current | 21,189 | 83,762 | 495,077 | 634,760 |
Non-current | - | - | 167,050 | 127,194 |
a) | The Company is discussing the illegality of changes in state legislation for charging ICMS-ST. Part of the amount recorded as taxes to be collected but not yet collected is being discussed in court by the Company, and in some cases, the amounts are deposited in court, as mentioned in explanatory note no. 12. |
b) | The reduction in the balance at September 30, 2024 is mainly associated with the loss of control of the former subsidiary API. |
36 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
22. | PROVISION FOR TAX, CIVIL AND LABOR RISKS |
22.1 Contingencies with risk of loss assessed as probable
The changes in the provision for tax, civil and labor risks and contingent liabilities are presented below:
Consolidated | ||||||||||
Tax | Civil | Labor | Contingent liabilities (business combination) (c) | Total | ||||||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |
Balance at the beginning of the year | 166,723 | 187,052 | 626,582 | 557,675 | 187,304 | 186,118 | 385,981 | 406,428 | 1,366,590 | 1,337,273 |
Additions | 15,762 | 19,663 | 13,580 | 284,041 | 109,730 | 85,197 | - | - | 139,072 | 388,901 |
Reversals (a) | (53,850) | (4,801) | (27,912) | (8,620) | (14,783) | (34,610) | (7,468) | (25,622) | (104,013) | (73,653) |
Payments/utilization of judicial deposits (b) | (28,646) | (51,587) | (9,374) | (293,003) | (83,081) | (41,660) | - | - | (121,101) | (386,250) |
Inflation adjustment | 4,349 | 7,644 | 10,724 | 27,143 | 5,101 | 4,849 | 18,251 | 18,903 | 38,425 | 58,539 |
Exchange rate variation | (43) | (2,605) | (201) | (21,648) | (492) | (11,116) | 1,918 | (16,406) | 1,182 | (51,775) |
Effect of loss of control of former subsidiary API | (12,071) | - | (470,941) | - | (36,326) | 14 | (7,760) | - | (527,098) | 14 |
Balance as at September 30 | 92,224 | 155,366 | 142,458 | 545,588 | 167,453 | 188,792 | 390,922 | 383,303 | 793,057 | 1,273,049 |
Current | - | 192 | - | 397,631 | 11,405 | 23,488 | - | - | 11,405 | 421,311 |
Non-current | 92,224 | 155,174 | 142,458 | 147,957 | 156,048 | 165,304 | 390,922 | 383,303 | 781,652 | 851,738 |
.
a) | The tax reversals originate from the subsidiary Natura Cosméticos referring to (i) cases of social security contributions levied on labor benefits, due to the decision of the Superior Court of Justice that modulated the effects of the unfavorable decision on the merits for taxpayers who did not file a lawsuit by September 2020. Considering that the Company meets the requirements for modulation of effects, the previously constituted provision was reversed, and the loss forecast changed to possible, in the amount of R$35,000; and (ii) adhesion to the amnesty program “Tax Transaction - Paulista Agreement”, related to the lawsuit of ICMS credits on goods given as a bonus. For this reason, the previously constituted provision was reversed, in the amount of R$10,000, to reflect the amount actually paid due to adhesion. |
Tax reversals consist of principal and fines totaling R$34,052, plus interest of R$19,798 from the subsidiary Natura Cosméticos and R$2,935 of principal related to business combination contingent liabilities. The net effect of the additions and reversals of principal and fines of tax contingencies was recorded in Other Net Operating Expenses (note no. 29), totaling R$21,225 in the Consolidated.
The net effect of monetary restatements of all contingencies and reversals of interest from tax contingencies was recorded in the Financial Result (note 31), totaling R$(18,627) in the Consolidated.
b) | Tax payments mainly refer to the agreement reached by the subsidiary Natura Cosméticos with the State of Paraíba regarding the legal proceeding to increase the value-added margin, in the calculation basis of ICMS-ST, which resulted in the termination of the proceeding through the use of judicial deposits (R$17,177 redeemed in favor of the Company and R$11,470 used in the settlement of the proceeding). |
Labor payments mainly refer to the termination of proceedings brought by former employees and service providers of the subsidiary Natura Cosméticos. None of these proceedings are individually relevant.
c) | The values of contingent liabilities arising from the business combination with the subsidiary Avon refer to tax-related proceedings. |
37 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
22.2. Contingent liabilities assessed as possible risk of loss
The Company has administrative and judicial contingencies, related to certain tax positions adopted on the IRPJ and CSLL calculation, for which the expectation of loss is evaluated by the Company’s Management and supported by its legal advisors, that will probably be accepted based on the Superior Court last instance decision, aligned with the ICPC 22/IFRIC 23 dispositions.
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
Tax | 11,432,667 | 10,375,764 |
Civil | 123,757 | 246,500 |
Labor | 302,543 | 169,463 |
Total contingent liabilities | 11,858,967 | 10,791,727 |
The Company has mainly tax contingencies, related to other taxes, evaluated by the Company’s Management and supported by its legal advisors, and classified as possible. Therefore, no provision has been recorded for those cases for which losses are considered possible, as set forth in the table below. As at September 30, 2024, contingencies classified as possible loss represented R$11,858,967 (R$10,791,727 as at December 31, 2023).
The increase in the tax balance is basically associated with (i) monetary variation of existing lawsuits, and (ii) lawsuits related to the exclusion of PIS and COFINS from the calculation basis itself and tax assessment notices related to the disallowance of PIS and COFINS credits on inputs, as well as the collection of IPI and ICMS-ST. Additionally, in the second quarter of 2024, the Company obtained a favorable judgment regarding the tax assessment notice that required the collection of ICMS-ST on the distribution establishment, partially offsetting the previously mentioned increases.
As a result of the loss of control of the former subsidiary Avon Internacional, the total balance of contingent liabilities was reduced by R$438,345 (R$219,408 tax, R$200,465 civil and R$18,472 labor), also partially offsetting the previously mentioned increases.
23. | OTHER LIABILITIES |
Parent | Consolidated (a) | |||
September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | |
Pension and post-employment health care plans (b) | - | - | 265,906 | 515,901 |
Deferred revenue from performance obligations to customers (c) | - | - | 32,274 | 131,113 |
Incentive provision for consultants | - | - | 20,997 | 153,692 |
Provision for operating expenses (marketing/technology, etc.) (d) | - | - | 260,929 | 482,287 |
“Crer Para Ver” (e) | - | - | 33,832 | 47,571 |
Provision for restructuring | 182 | 15,682 | 1,050 | 113,440 |
Insurance payable | 1,137 | 19,719 | 6,114 | 84,032 |
Other liabilities (f) | 27 | 660 | 114,724 | 128,976 |
Total | 1,346 | 36,061 | 735,826 | 1,657,012 |
Current | 1,180 | 31,984 | 428,957 | 970,479 |
Non-current | 166 | 4,077 | 306,869 | 686,533 |
a) | Of the reduction in the balance on September 30, 2024, approximately R$801,042 is associated with the loss of control of the former subsidiary API. |
b) | As at September 30, 2024, there was R$213,509 (R$209,288 as at December 31, 2023) relating to post-employment assistance plans of the subsidiary Natura Cosméticos and R$52,397 (R$52,441 as at December 31, 2023) relating to post-employment assistance plans of the subsidiary Natura &Co International. |
c) | Refers to the deferral of revenue from performance obligations related to points-based loyalty programs, sale of gift cards not yet converted into products and programs and events to honor direct sales consultants, of which R$23,142 (R$31,089 as at December 31, 2023) refers to the consolidated subsidiary Natura Cosméticos and R$9,132 (R$12,007 as at December 31, 2023) refers to the subsidiary Natura &Co International. |
d) | Refers to the Company's operating provision arising mainly from expenses with the provision of technology, marketing and advertising services. |
38 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
e) | Contribution to the social program for the development of the quality of education. |
f) | Refers to miscellaneous provision such as compensation and long-term contractual obligations. |
24. | SHAREHOLDERS’ EQUITY |
24.1 | Treasury shares |
As at September 30, 2024 and December 31, 2023, the item “Treasury shares” was composed as follows:
Number of shares | R$ (in thousands) | Average price per share – R$ | |
Balance as at December 31, 2022 | 9,913,855 | 262,360 | 26.46 |
Used | (3,692,633) | (97,670) | 26.45 |
Balance as at September 30, 2023 | 6,221,222 | 164,690 | 26.47 |
Balance as at December 31, 2023 | 6,204,048 | 164,236 | 26.47 |
Used (a) | (5,048,525) | (133,661) | 26.48 |
Balance as at September 30, 2024 | 1,155,523 | 30,575 | 26.46 |
a) The movement refers to the shares released related to long-term incentive plans whose vesting period ended on September 30, 2024.
There were no changes in the minimum and maximum cost of the balance of treasury shares on September 30, 2024, considering that there was no new share acquisition in the quarter.
24.2 | Additional dividend distribution |
On March 11, 2024, the Company’s Board of Directors approved a proposed dividend in addition to the minimum dividend in addition, related to the year ended December 31, 2023, in the total amount of R$685,190, equivalent to the remuneration of R$0.4940 per share, excluding treasury shares. Such dividends were paid on April 19, 2024.
24.3 | Interests on own equity from fiscal year 2024 |
On March 28, 2024, the Company’s Board of Directors approved the distribution of interest on equity in the amount of R$44,853, corresponding to an estimated gross value of R$0.0324 per share (excluding treasury shares), with retention of 15% withholding tax, resulting in interest on equity in the net amount of R$38,125, corresponding to an estimated net value of R$0.0275 per share (excluding treasury shares), and except where shareholders are legal entities proven to be immune from or exempt from withholding tax . Payment of interest on equity will be made during the 2024 fiscal year, on a date to be determined by the Company’s management.
39 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
25. | INFORMATION ON SEGMENTS |
As a result of the completion of the sale of The Body Shop, the balances of the former subsidiary are not included in the consolidated balance sheet, and the results from this segment were classified as discontinued operations in the income statement for the nine-month periods ended September 30, 2024 and 2023.
In addition, with the loss of control of the former subsidiary API, the results obtained by this segment were also classified as discontinued operations in the income statement for the nine-month periods ended September 30, 2024 and 2023.
With regard to the Natura &Co Latam segment, we have reclassified R$31,520 (R$49,736 in the period ended September 30, 2023) related to the negative result of some Avon entities in Central America, which are corporately part of the API structure, and which had their results reclassified to discontinued operations in the Natura &Co Latam segment.
The other operating segments did not undergo any changes in their composition and information by geographic area in relation to what was disclosed in the financial statements for the fiscal year ended December 31, 2023.
The tables below contain summarized financial information related to the nine-month periods ended September 30, 2024 and 2023 and the fiscal year ended December 31, 2023.
25.1 | Operating segments |
September 30, 2024 | |||||||
Reconciliation to net income (loss) for the period | |||||||
Net revenue | Performance assessed by the company | Depreciation and amortization | Discontinued operations | Financial results | Income tax | Net income (loss) for the period | |
Natura &Co Latam | 16,334,318 | 2,323,251 | (681,514) | (29,542) | (482,036) | (325,008) | 805,151 |
Avon International | - | - | - | (980,534) | - | - | (980,534) |
Corporate expenses | 8,126 | (306,895) | (488) | (7,063,389) | (144,942) | (800,326) | (8,316,040) |
Consolidated | 16,342,444 | 2,016,356 | (682,002) | (8,073,465) | (626,978) | (1,125,334) | (8,491,423) |
September 30, 2023 | |||||||
Reconciliation to loss for the period | |||||||
Net revenue | Performance assessed by the company | Depreciation and amortization | Discontinued operations | Financial results | Income tax | Loss for the period | |
Natura &Co Latam | 15,087,150 | 1,670,588 | (695,759) | 7,217,868 | (1,895,591) | 868,454 | 7,165,560 |
Avon International | - | - | - | (1,391,763) | - | - | (1,391,763) |
The Body Shop | - | - | - | (355,331) | - | - | (355,331) |
Aesop | - | - | - | (4,655) | - | - | (4,655) |
Corporate expenses | 2,499 | (243,921) | - | (9,670) | 542,416 | (62,706) | 226,119 |
Consolidated | 15,089,649 | 1,426,667 | (695,759) | 5,456,449 | (1,353,175) | 805,748 | 5,639,930 |
September 30, 2024 | December 31, 2023 | ||||||||
Non-current assets | Total assets | Current liabilities | Non-current liabilities | Non-current assets | Total assets | Current liabilities | Non-current liabilities | ||
Natura &Co Latam | 16,610,365 | 26,865,648 | 6,338,065 | 4,433,591 | 18,240,916 | 23,253,227 | 6,914,476 | 4,324,263 | |
Avon International | - | - | - | - | 8,008,108 | 10,608,234 | 2,792,255 | 977,003 | |
Corporate balances | 3,559,892 | 5,489,949 | 1,995,052 | 4,055,928 | 510,769 | 8,885,554 | 706,768 | 3,911,785 | |
Consolidated | 20,170,257 | 32,355,597 | 8,333,117 | 8,489,519 | 26,759,793 | 42,747,015 | 10,413,499 | 9,213,051 | |
40 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
25.2 | Net revenue and non-current assets by geographic region |
Net revenue | Non-current assets | |||
September 30, 2024 | September 30, 2023 | September 30, 2024 | December 31, 2023 | |
Asia | 8,126 | 4,511 | 327 | 572,168 |
North America | 2,504,748 | 2,475,393 | 3,716,931 | 3,956,986 |
Mexico | 2,495,530 | 2,454,520 | 3,716,930 | 3,883,804 |
Others | 9,218 | 20,873 | - | 73,182 |
South America | 13,823,714 | 12,596,073 | 12,906,659 | 14,015,695 |
Brazil | 9,280,946 | 8,630,681 | 10,858,688 | 10,933,917 |
Argentina | 2,404,311 | 1,948,915 | 540,136 | 261,155 |
Others | 2,138,457 | 2,016,477 | 1,507,835 | 2,820,623 |
Europe, Middle East and Africa (EMEA) | 5,856 | 13,672 | 3,546,340 | 8,214,944 |
UK | - | - | - | 5,132,107 |
Others | 5,856 | 13,672 | 3,546,340 | 3,082,837 |
Consolidated | 16,342,444 | 15,089,649 | 20,170,257 | 26,759,793 |
No individual or aggregate customer (economic group) represents more than 10% of the Company’s net revenue.
26. | REVENUE |
Consolidated | ||
Gross revenue: | September 30, 2024 | September 30, 2023 |
Direct selling | 19,875,987 | 18,521,235 |
Retail | 841,450 | 344,010 |
Online | 712,743 | 674,193 |
Other sales | 481,045 | 558,404 |
Subtotal | 21,911,225 | 20,097,843 |
Returns and cancellations | (258,140) | (248,049) |
Commercial discounts and rebates | (7,907) | (7,283) |
Taxes on sales | (5,302,734) | (4,752,862) |
Subtotal | (5,568,781) | (5,008,194) |
Total net revenue | 16,342,444 | 15,089,649 |
41 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
27. | OPERATING EXPENSES AND COST OF SALES |
Parent | Consolidated | |||
Classified by function | September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 |
Cost of sales | - | - | 5,497,663 | 5,396,401 |
Selling, marketing and logistics expenses | - | - | 6,661,956 | 5,998,550 |
Administrative, R&D, IT, and project expenses | 174,700 | 53,695 | 2,299,227 | 2,279,391 |
Total | 174,700 | 53,695 | 14,458,846 | 13,674,342 |
Classified by nature | ||||
Cost of sales | - | - | 5,497,663 | 5,396,401 |
Raw material/packaging material/resale | - | - | 4,756,021 | 4,622,681 |
Employee benefits expense (note no. 28) | - | - | 318,493 | 339,016 |
Depreciation and amortization | - | - | 83,462 | 87,957 |
Others | - | - | 339,687 | 346,747 |
Selling, marketing and logistics expenses | - | - | 6,661,956 | 5,998,550 |
Logistics costs | - | - | 1,096,441 | 941,741 |
Personnel expenses (note no. 28) | - | - | 1,278,432 | 1,409,699 |
Marketing, sales force and other selling expenses | - | - | 4,001,163 | 3,401,876 |
Depreciation and amortization | - | - | 285,920 | 245,234 |
Administrative, R&D, IT and project expenses | 174,700 | 53,695 | 2,299,227 | 2,279,391 |
Innovation expenses | - | - | 119,244 | 132,050 |
Personnel expenses (note no. 28) | 46,577 | 37,047 | 1,063,906 | 957,701 |
Restructuring expenses | (14,397) | 1,939 | (14,397) | 1,939 |
Others administrative expenses | 142,210 | 13,052 | 817,853 | 825,133 |
Depreciation and amortization | 310 | 1,657 | 312,621 | 362,568 |
Total | 174,700 | 53,695 | 14,458,846 | 13,674,342 |
28. | EMPLOYEE BENEFITS |
Parent | Consolidated | |||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |
Payroll, profit sharing and bonuses | 45,187 | 16,213 | 1,755,831 | 1,781,438 |
Supplementary pension plan | - | - | 32,228 | 26,118 |
Share-based payments and charges on restricted shares, net of tax | (5,948) | 11,040 | 51,451 | 73,104 |
Health care, food and other benefits | 671 | 1,366 | 414,803 | 384,712 |
Charges, taxes and social contributions | 725 | 769 | 195,636 | 267,561 |
Social security | 5,943 | 7,659 | 210,882 | 173,483 |
Total | 46,578 | 37,047 | 2,660,831 | 2,706,416 |
28.1 | Share-based payments |
Detailed information regarding share-based payment plans was presented in the Company's financial statements for the year ended December 31, 2023, in explanatory note 28.
The revenue (expense) related to stock option plans, restricted shares and performance shares, including social security charges, recognized in the nine-month period ended September 30, 2024, was R$ (5,948) and R$ 51,451 in the parent company and in the consolidated (R$ 11,040 and R$ 73,104 on September 30, 2023), respectively.
NYSE delisting
On January 18, 2024, the Company announced the approval of the secondary delisting on the New York Stock Exchange while maintaining the primary listing on the B3 stock exchange in São Paulo.
As a result, the plans backed by ADRs will have them converted into phantom shares of B3. In practice, this means that the ADR holder will receive the payment in cash during the vesting period, which is determined by the price
42 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
on B3 on that date. Each ADR is equivalent to two shares of B3. All shares for which the vesting period had not been completed were adjusted in numbers to reflect this proportion, so that the value would not be changed.
According to IFRS 2 (CPC 10 R1 – Share-based Payment), B3 phantom shares are considered share-based payments settled in cash. The change from a share-settled payment (pre-classification of ADRs prior to delisting) to a cash-settled payment results in the recognition of a liability that reflects the Company's obligation to make the payment upon vesting.
The initial measurement of the liability is based on the fair value of the underlying B3 shares and takes into account the extent of service provision to date.
Fair value is generally determined using the Black-Scholes or Stochastic model, depending on the type of award. The Stochastic model is used to value awards with market conditions in order to incorporate a discount factor in the fair value for the probability of achieving the relevant targets. To value awards that are not subject to a market-based performance condition and have a fixed term, the Black-Scholes valuation model is used.
There was no impact on the result as a result of the initial recognition of the liability and the value of the liability was reclassified from equity. At each closing and, finally, on the settlement date, the fair value of the liability is remeasured. Remeasurements of the liability are recognized in the result.
New plans 2024
During the current quarter, the main plans awarded were as follows:
a) 6,749,122 restricted stock units (“RSUs”), of which 2,993,465 are B3 phantom shares, which will be exercisable at the end of the three-year period, provided that the participant remains employed during the vesting period;
b) 1,521,212 RSUs, of which 336,503 are B3 phantom shares, which are generally exercisable in installments of one to three years, provided that the participant remains employed during the vesting period. These shares are known as “Matching Awards,” through which eligible employees choose to invest part of their Profit Sharing Program payment in the purchase of Company shares. The Company will then grant Matching Awards to match these acquired shares;
c) 376,106 RSUs, of which 326,568 are B3 phantom shares, which will be exercisable immediately and will be released to participants in March 2025.
29. | FINANCIAL RESULTS |
Parent | Consolidated | |||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |
Financial expenses (debt interest) | - | - | (372,345) | (635,982) |
Interest on short-term investments and other | 9,650 | 743 | 272,887 | 583,092 |
Exchange rate variations on financial activities, net | 10,767 | - | (10,323) | 255,936 |
Losses with derivatives on exchange rate variations on financial activities, net | 1,601 | - | 17,821 | (1,068,476) |
Inflation adjustment of provision for tax, civil and labor risks and tax liabilities | (41) | - | (18,627) | (58,539) |
Lease expenses | (69) | (83) | (69,039) | (43,822) |
Other financial expenses | (23,071) | (3,177) | (144,221) | (281,361) |
Hyperinflationary economy adjustment | - | - | (184,360) | (107,666) |
Other gains (losses) from exchange rate variation on operating activities | 9,162 | (1,179) | (118,771) | 3,643 |
Financial results | 7,999 | (3,696) | (626,978) | (1,353,175) |
a) | Substantially refer to exchange losses on investments in US dollars by the subsidiary Natura Argentina. |
b) | Debt interest includes, in addition to interest in the amount of R$314,819 (see note no. 19), the result determined from derivatives designated for fair value hedge accounting in the amount of R$56,744. |
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NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
30. | OTHER OPERATING INCOME (EXPENSE), NET |
Consolidated | ||
September 30, 2024 | September 30, 2023 | |
Other operating income, net | ||
Result in the write-off of fixed assets | - | 1,399 |
Tax credits (a) | 121,910 | 25,379 |
Reversal of provision for tax, labor and civil contingencies | 25,758 | 20,973 |
Reversal of transport losses | 43,351 | - |
Reversal of provision for impairment | - | 31,076 |
Deferred revenue with service budget | 8,846 | - |
Revenue from the sale of the customer portfolio | 29,218 | 8,077 |
Other operating income | 41,036 | 10,973 |
Total other operating income | 270,119 | 97,877 |
Other operating expenses, net | ||
Result in the write-off of fixed assets | (6,720) | - |
Crer Para Ver (b) | (36,521) | (13,663) |
Provision for impairment | - | (31,829) |
Expenses for selling the customer portfolio | - | (12,644) |
Transformation and integration plan (c) | (229,721) | (257,228) |
Restructuring expenses | (12,442) | (73,988) |
Royalties expenses | (17,511) | - |
Other operating expenses | (153,014) | (40,223) |
Total other operating expenses | (455,929) | (429,575) |
Other operating income (expenses), net | (185,810) | (331,698) |
a) | Refers mainly to PIS and COFINS credits. |
b) | Allocation of operating profits obtained from sales of the non-cosmetic product line called “Crer Para Ver” to the Natura Institute, specifically earmarked for social projects aimed at developing quality education. |
c) | Expenses related to the execution of the Natura &Co Latam integration plan (“ELO project”) and integration of the subsidiary API. |
31. | EARNINGS PER SHARE |
The basic result per share is calculated by dividing the profit or loss attributable to the Company’s shareholders by the weighted average number of common shares in circulation, excluding common shares purchased by the Company and held as treasury shares.
Consolidated | ||
September 30, 2024 | September 30, 2023 | |
Profit (loss) attributable to the Company's controlling shareholders | (8,491,423) | 5,639,930 |
Weighted average of the number of issued common shares | 1,385,675,623 | 1,385,675,623 |
Weighted average treasury shares | (2,733,461) | (7,808,628) |
Weighted average of the number of outstanding common shares | 1,382,942,162 | 1,377,866,995 |
Basic profit (loss) per share - R$ | (6.1401) | 4.0932 |
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NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding, assuming conversion of all potential common shares that would cause dilution.
Consolidated | |
September 30, 2023 | |
Profit attributable to the Company's controlling shareholders | 5,639,930 |
Weighted average number of common shares issued | 1,377,866,995 |
Adjustment for stock options and restricted shares | 5,536,171 |
Weighted average number of common shares for diluted earnings per share | 1,383,403,166 |
Diluted earnings per share - R$ | 4.0769 |
32. | RELATED PARTY TRANSACTIONS |
In the course of the Company’s operations, rights and obligations are generated between related parties, arising from administrative expenses and provision of services.
32.1. | Active and passive positions with related parties |
The Company has transactions with related parties recognized as presented below. Transactions with API are no longer treated as transactions with related parties, due to the loss of control process (see details in explanatory note no. 1.1):
Parent | ||
September 30, 2024 | December 31, 2023 | |
Current assets: | ||
Natura Cosméticos S.A. (b) | - | 103,557 |
Avon Products, Inc. (a) and (d) | - | 41,152 |
Natura Cosméticos S.A. – Argentina (a) | - | 3,630 |
Natura Cosméticos S.A. – Perú (a) | 524 | 465 |
Natura Cosméticos S.A – Colômbia (a) | 368 | 365 |
Indústria e Comércio de Cosméticos Natura Ltda. (b) | - | 96 |
Natura &Co Luxembourg Holdings S.A.R.L. (c) | - | 1,550 |
Total current assets | 892 | 150,815 |
| ||
Parent | ||
September 30, 2024 | December 31, 2023 | |
Current liabilities: | ||
Natura Cosméticos S.A. (a) e (d) | 41,083 | 52,543 |
Indústria e Comércio de Cosméticos Natura Ltda. (a) | 991 | 605 |
Natura Comercial (a) | 34 | 14 |
Avon Products, Inc. (b) | - | 117,278 |
Natura &Co Luxembourg S.a.r.L (d) | - | 162,676 |
Total current liabilities | 42,108 | 333,116 |
a) | Refers to the transfer of expenses related to restricted share purchase option plans. |
b) | Refers to the transfer of shared expenses. |
c) | Refers to reimbursement of expenses for issuing bonds. |
d) | Refers to the loan conducted between the companies. |
In the nine-month periods ended September 30, 2024 and 2023, there were no relevant transactions between the parent company and related parties that were reflected in the income statement. The main transactions that occurred in the period refer to the transfer of expenses related to stock option plans and restricted shares.
32.2. | Uncontrolled and unconsolidated transaction with related parties |
Instituto Natura is one of the shareholders of the Essential Investment Fund and, on September 30, 2024, its balance was R$10,293 (R$6,994 on December 31, 2023).
On June 5, 2012, a contract was signed between Indústria e Comércio de Cosméticos Natura Ltda. and Bres Itupeva Empreendimentos Imobiliários Ltda., (“Bres Itupeva”), for the construction and lease of a processing, storage and distribution center for goods, in the city of Itupeva/SP. In 2019, Bres Itupeva assigned its credits to BRC Securitizadora S/A, to which the Company makes monthly payments. Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos, members of the controlling block of Natura &Co Holding S.A. indirectly hold control of Bres Itupeva. The amount involved in the transaction was recorded under the heading “Right of Use” of Buildings, and the balance on September 30, 2024 was R$49,457 (R$52,742 under the heading “Buildings” of Fixed Assets, on December 31, 2023) and in the nine-month period ended September 30, 2024, the amount paid as rent was R$12,997 (R$11,791, in the nine-month period ended September 30, 2023).
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NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
On January 8, 2021, a related-party transaction was concluded between the Company, as lessee and owner, Indústria e Comércio de Cosméticos Natura Ltda. and Natura &Co Holding S.A., as guarantors, and a special purpose entity (Bresco IX) indirectly held by Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos, (Co-Chairmen of the Company's Board of Directors and shareholders of the controlling block of Natura &Co Holding S.A., the Company's controlling company), as lessor and surface owner. This transaction was concluded with the aim of expanding the Company's distribution network and increasing its logistical efficiency by installing a new distribution center in the State of Alagoas. The amount involved in the transaction is recorded under the caption “Right of Use” of “Buildings” in the amount of R$44,725 and in the nine-month period ended September 30, 2024, the total amount paid as rent was R$7,886. (R$6,293 in the nine-month period ended September 30, 2023).
On May 12, 2021, the transaction was concluded between the Company, as lessee, and Bresco Logística Fundo de Investimento Imobiliário, as lessor, indirectly held by Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos. (Co-chairmen of the Board of Directors of Natura &Co Holding S.A. and shareholders comprising the controlling block of Natura &Co Holding S.A.). The transaction was entered into with the aim of maintaining the Company's distribution center activities in the city of Canoas, State of Rio Grande do Sul. The amount involved in the transaction is recorded under the caption “Right of Use” of “Buildings” in the amount of R$14,259 and in the nine-month period ended September 30, 2024, the total amount paid as rent was R$3,640. (R$3,845 in the nine-month period ended September 30, 2023).
In the nine-month period ended September 30, 2024, the Company and its subsidiaries transferred to the Natura Institute as a donation associated with the net result of sales of the Natura Crer Para Ver product line the amount of R$53,333 (R$45,000 on September 30, 2023).
The Company has a policy for transactions with related parties, in addition to an internal control structure to support the identification, monitoring and approval of transactions between related parties.
32.3. | Key management personnel compensation |
The total compensation of the key management personnel is as follows:
September 30, 2024 | September 30, 2023 | |||||
Compensation | Compensation | |||||
Fixed | Variable | Fixed | Variable | Fixed | Variable | |
Board of Directors | 5,791 | 4,025 | 9,816 | 6,354 | 9,999 | 16,353 |
Executive Board | 16,021 | 50,714 | 66,735 | 21,242 | 171,423 | 192,665 |
21,812 | 54,739 | 76,551 | 27,596 | 181,422 | 209,018 |
The totals in the table above include employer pension charges.
The amount accumulated in the nine-month period ended September 30, 2023 includes the termination of benefits for key management employees related to the review of the Company's corporate structure processes.
The amounts include increases and/or reversals of accumulated expense recognized in prior years due to reassessments of the number of awards expected to vest and reassessment of employer pension charges that must be paid upon vesting.
46 |
NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
33. | COMMITMENTS |
In the normal course of its business, the Company enters into long-term contracts for the supply of manufacturing, transportation, information technology and electricity services (with effective physical delivery, to supply its manufacturing activities). The contracts provide for termination clauses for non-compliance with essential obligations. Generally, the minimum contractually agreed upon is acquired and for this reason there are no liabilities recorded in addition to the amount that is recognized on an accrual basis.
The minimum total payments associated with commitments, measured at nominal value, are:
Consolidated | ||
September 30, 2024 | December 31, 2023 | |
Less than one year | 10,896 | 273,548 |
One to five years | 13,653 | 486,961 |
Above five years | - | 799 |
Total | 24,549 | 761,308 |
34. | INSURANCE |
The Company adopts an insurance policy that mainly considers the concentration of risks and their relevance, taking into account the nature of its activities and the guidance of its insurance consultants. Insurance coverage, as of September 30, 2024 and December 31, 2023, was as follows:
Item | Type of coverage | Amount insured | |
September 30, 2024 | December 31, 2023 | ||
Industrial complex and administrative sites | Any damage to buildings, facilities, inventories, and machinery and equipment | 3,000,000 | 4,694,455 |
Vehicles | Fire, theft and collision for the vehicles insured by the Company | 700 | 24,907 |
Freight | Damage to products in transit | 37,353 | 81,328 |
Civil liability | Protection against error or complaints in the exercise of professional activity that affect third parties | 302,181 | 886,720 |
Environmental responsibility | Protection for environmental accidents that may raise complaints under environmental legislation | 30,000 | 30,000 |
35. | ADDITIONAL INFORMATION RELATING TO THE STATEMENT OF CASH FLOWS |
The following table presents the investment and financing transactions that do not involve the use of cash and cash equivalents and are therefore presented separately as additional information to the cash flow statement:
Parent | Consolidated | |||
September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |
Non-cash items | ||||
Hedge accounting impact, net of tax effects | - | - | 35,404 | 484,162 |
Net effect of acquisition of property, plant and equipment and intangible assets not yet paid | - | - | 36,625 | (96,529) |
36. | DISCONTINUED OPERATIONS |
36.1 Sale of former subsidiaries Aesop and The Body Shop
As mentioned in note 1.2, the Company concluded the sale of the former subsidiaries Aesop and The Body Shop, on August 30, 2023 and December 29, 2023, respectively. This resulted in the classification as discontinued operations in the comparative income statement for the nine-month period ended September 30, 2023.
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NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
36.2 Chapter 11 process of Avon International subsidiary in the United States
As mentioned in note 1.1, on August 12, 2024, the Company's subsidiary and holding company of the beauty brand Avon, API, announced that it had initiated a voluntary Chapter 11 process, which resulted in the loss of control of the operations of the former subsidiary and consequent allocation of the effects associated with the loss of control and the results obtained up to August 12, 2024 to discontinued operations.
36.3. Breakdown of discontinued operations amounts
The breakdown of the results presented in discontinued operations in the income statement for the nine-month periods ended September 30, 2024 and 2023 is presented below:
30/09/2024 | 30/09/2023 | ||
Consideration received for sale to former subsidiary Aesop | - | 12,396,226 | |
Net assets of former subsidiary Aesop, derecognized | - | (1,140,750) | |
Accumulated translation gains in other comprehensive income | - | 115,168 | |
Incremental transaction costs on sale | - | (273,208) | |
Income tax and social contribution | - | (3,866,020) | |
Net gain on sale of former subsidiary Aesop | - | 7,231,416 | |
Net assets of former subsidiary Avon, derecognized | 4,269,123 | - | |
Accumulated translation and other gains in other comprehensive income | (187,215) | - | |
Total net investment in disposal | 4,081,908 | - | |
Exchange rate variations associated with debts designated as part of the net investment in foreign operation | (270,647) | - | |
Net gain from the write-off of assets and liabilities of the former subsidiary API | 3,811,261 | - | |
Incremental transaction costs on sale | (103,142) | - | |
Losses incurred in measuring the fair value of pre-existing receivables from former subsidiaries API and ACL (Explanatory note no. 5.2) (a) | (10,709,996) | - | |
Income tax and social contribution | 188,020 | - | |
Loss on disposal of former subsidiary API | (6,813,857) | - | |
Loss before taxes from discontinued operations | (1,361,435) | (1,749,215) | |
Income tax and social contribution | 101,827 | (25,752) | |
Net result from discontinued operations | (1,259,608) | (1,774,967) | |
Total discontinued operations | (8,073,465) | 5,456,449 |
(a) | As of September 30, 2024, there is R$ 3,479,360 as an adjustment to the fair value of the receivables from API and R$ 7,230,635 as an adjustment to the fair value of ACL (see explanatory note 5.2). |
The results of discontinued operations, including the operations of former subsidiaries Aesop, The Body Shop and API for the nine-month periods ended September 30, 2024 and 2023 are presented below:
September 30, 2024 | September 30, 2023 | ||
Net revenue | 3,856,476 | 9,108,624 | |
Cost of products sold | (1,471,631) | (2,618,702) | |
Gross profit | 2,384,845 | 6,489,922 | |
(Expenses) operating revenue | (3,885,770) | (7,600,375) | |
Selling, marketing and logistics expenses | (1,656,492) | (4,730,246) | |
Administrative expenses, R&D, IT and projects | (1,336,685) | (2,489,427) | |
Other operating expenses, net (a) | (892,593) | (380,702) | |
Operating loss before financial results | (1,500,925) | (1,110,453) | |
Financial results | 139,490 | (638,763) | |
Loss before taxes | (1,361,435) | (1,749,216) | |
Income tax and social contribution | 101,827 | (25,751) | |
Loss for the period | (1,259,608) | (1,774,967) |
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NATURA &CO HOLDING S.A. NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2024 (Amounts in thousands of Reais – R$, except as mentioned otherwise) |
The net cash flows incurred by discontinued operations are presented below:
September 30, 2024 | September 30, 2023 | |
Operating activities and non-cash items | 4,894,975 | (5,756,899) |
Investing activities | (654,525) | 11,983,294 |
Financing activities | - | (599,170) |
Net cash generated (consumed) | 4,240,450 | 5,627,225 |
37. | SUBSEQUENT EVENTS |
Implementation of the FDIC (Credit Rights Investment Fund)
On October 31, 2024, a FIDC (Credit Rights Investment Fund) was implemented, focused on Natura Cosméticos' receivables. The total amount of this operation is R$250 million (subordinated quotation of R$75 million and senior quotation of R$175 million). The FDIC was named FDIC Natura Pay.
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