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 August 2021
Commission File Number: 001-39169
Natura &Co Holding S.A.
(Exact name of registrant as specified in its charter)
Avenida Alexandre Colares, No. 1188, Sala A17-Bloco A
Parque Anhanguera
São Paulo, São Paulo 05106-000, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 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):
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):
NATURA &CO HOLDING S.A.
TABLE OF CONTENTS
ITEM | |
1. | Individual and Consolidated Interim Accounting Information of Natura &Co Holding S.A. for the period ended June 30, 2021. |
| |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NATURA &CO HOLDING S.A. |
| |
| |
| By: | /s/ Guilherme Strano Castellan |
| Name: | Guilherme Strano Castellan |
| Title: | Principal Financial Officer |
| |
| |
| By: | /s/ Itamar Gaino Filho |
| Name: | Itamar Gaino Filho |
| Title: | Chief Legal and Compliance Officer |
Date: August 12, 2021
Item 1
Individual and Consolidated Interim Accounting Information of Natura &Co Holding S.A. for the period ended June 30, 2021.
| Natura &Co Holding S.A. Individual and Consolidated Interim (Quarterly Information - ITR) For the six-month period ended on June 30, 2021 Independent Auditors' Report |
Report on review of
quarterly information
To the Board of Directors and Stockholders
Natura &Co Holding S.A.
We have reviewed the accompanying parent company and consolidated interim accounting information of Natura &Co Holding S.A. ("Company"), included in the Quarterly Information Form (ITR) for the quarter ended 30 June 2021, comprising the statement of financial position at that date and the statements of income, comprehensive income for the quarter and six-month period then ended, and the changes in shareholders’ equity and cash flows for the six-month period then ended, and explanatory notes.
Management is responsible for the preparation of the 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 issued by the International Accounting Standards Board (IASB, as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this 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 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.
Conclusion on the interim information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM.
PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 60054, T: +55 (11) 3674 2000, www.pwc.com./br |
Other matters
Statement of value added
The quarterly information referred to above includes the parent company and consolidated statements of value added for the six-month period ended 30 June 2021. 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 quarterly 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, 12 August 2021
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5
Leandro Mauro Ardito
Contador CRC 1SP188307/O-0
NATURA &CO HOLDING S.A.
STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2021 AND DECEMBER 31, 2020
(In thousands of Brazilian reais - R$)
| Note | | Company | | Consolidated |
ASSETS | | June 30, 2021 | | December 31, 2020 | | June 30, 2021 | | December 31, 2020 |
| | | | | | | | | |
CURRENT | | | | | | | | | |
Cash and cash equivalents | 6 | | 1,478 | | 505,699 | | 4,504,792 | | 5,821,672 |
Short-term investments | 7 | | 549,250 | | 340,999 | | 3,484,639 | | 2,520,648 |
Trade accounts receivable | 8 | | - | | - | | 3,106,945 | | 3,597,535 |
Trade accounts receivable - related parties | 31.1 | | 6,738 | | 115,952 | | - | | - |
Inventories | 9 | | - | | - | | 5,243,323 | | 4,544,270 |
Recoverable taxes | 10 | | 26,733 | | 23,637 | | 1,087,590 | | 1,071,349 |
Income tax and social contribution | | | - | | - | | 962,059 | | 242,091 |
Derivative financial instruments | | | - | | - | | 73,497 | | 139,856 |
Other current assets | 14 | | 1,732 | | 1,979 | | 736,215 | | 616,120 |
| | | 585,931 | | 988,266 | | 19,199,060 | | 18,553,541 |
| | | | | | | | | |
Assets held for sale | 13 | | - | | - | | 148,449 | | 181,279 |
Total current assets | | | 585,931 | | 988,266 | | 19,347,509 | | 18,734,820 |
| | | | | | | | | |
NON-CURRENT | | | | | | | | | |
Recoverable taxes | 10 | | - | | - | | 945,733 | | 932,212 |
Income tax and social contribution | | | - | | - | | 71,343 | | 478,524 |
Deferred income tax and social contribution | 11 | | - | | - | | 2,621,997 | | 1,339,725 |
Judicial deposits | 12 | | - | | - | | 564,929 | | 566,190 |
Derivative financial instruments | | | - | | - | | 107,597 | | 1,768,122 |
Short-term investments | 7 | | - | | - | | 21,168 | | 16,104 |
Other non-current assets | 14 | | 933 | | 148 | | 1,392,991 | | 1,527,668 |
Total long-term assets | | | 933 | | 148 | | 5,725,758 | | 6,628,545 |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Investments | 15 | | 25,754,302 | | 26,944,279 | | - | | - |
Property, plant and equipment | 16 | | - | | - | | 5,062,953 | | 5,235,057 |
Intangible | 17 | | - | | - | | 25,512,096 | | 26,917,128 |
Right of use | 18 | | - | | - | | 2,954,188 | | 3,402,047 |
| | | | | | | | | |
Total non-current assets | | | 25,755,235 | | 26,944,427 | | 39,254,995 | | 42,182,777 |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
TOTAL ASSETS | | | 26,341,166 | | 27,932,693 | | 58,602,504 | | 60,917,597 |
| Note | | Company | | Consolidated |
LIABILITIES AND SHAREHOLDERS' EQUITY | | June 30, 2021 | | December 31, 2020 | | June 30, 2021 | | December 31, 2020 |
| | | | | | | | | |
CURRENT | | | | | | | | | |
Borrowings, financing and debentures | 19 | | - | | 515,966 | | 3,071,848 | | 3,805,649 |
Lease | 18 | | - | | - | | 969,846 | | 1,059,661 |
Trade liabilities and supply chain finance | 20 | | 7,329 | | 9,693 | | 6,094,344 | | 6,774,205 |
Trade accounts payable - related parties | 31.1 | | 11,639 | | 7,194 | | - | | - |
Payroll liabilities, profit sharing and social charges | | | 8,652 | | 20,153 | | 1,217,500 | | 1,340,683 |
Tax liabilities | 21 | | 432 | | 13,153 | | 556,976 | | 785,367 |
Income tax and social contribution | | | - | | - | | 738,018 | | 441,253 |
Derivative financial instruments | | | - | | - | | 233,361 | | 61,201 |
Provision for tax, civil and labor risks | 22 | | - | | - | | 60,659 | | 58,756 |
Other current liabilities | 23 | | - | | 71 | | 1,528,597 | | 1,832,811 |
Total current liabilities | | | 28,052 | | 566,230 | | 14,471,149 | | 16,159,586 |
| | | | | | | | | |
NON-CURRENT | | | | | | | | | |
Borrowings, financing and debentures | 19 | | - | | - | | 11,070,510 | | 10,017,264 |
Lease | 18 | | - | | - | | 2,418,922 | | 2,798,794 |
Payroll, profit sharing and social charges | | | 2,136 | | 2,136 | | 43,763 | | 43,763 |
Tax liabilities | 21 | | - | | - | | 108,406 | | 109,454 |
Deferred income tax and social contribution | 11 | | - | | - | | 1,239,102 | | 1,288,045 |
Provision for tax, civil and labor risks | 22 | | - | | - | | 1,991,735 | | 2,000,444 |
Other non-current liabilities | 23 | | - | | - | | 930,490 | | 1,113,139 |
Total non-current liabilities | | | 2,136 | | 2,136 | | 17,802,928 | | 17,370,903 |
| | | | | | | | | |
TOTAL LIABILITIES | | | 30,188 | | 568,366 | | 32,274,077 | | 33,530,489 |
| | | | | | | | | |
SHAREHOLDERS' EQUITY | | | | | | | | | |
Capital stock | 24.1 | | 12,473,615 | | 12,377,999 | | 12,473,615 | | 12,377,999 |
Treasury shares | 24.3 | | (9,716) | | (11,667) | | (9,716) | | (11,667) |
Capital reserves | 24.4 | | 10,468,051 | | 11,052,135 | | 10,468,051 | | 11,052,135 |
Legal profit reserve | | | 133,132 | | 120,166 | | 133,132 | | 120,166 |
Retained losses | | | (30,066) | | (759,937) | | (30,066) | | (759,937) |
Equity valuation adjustment | | | 3,275,962 | | 4,585,631 | | 3,275,962 | | 4,585,631 |
Shareholders' equity attributed to the Company's controlling shareholders | | | 26,310,978 | | 27,364,327 | | 26,310,978 | | 27,364,327 |
| | | | | | | | | |
Non-controlling interest in shareholders' equity of subsidiaries | | | - | | - | | 17,449 | | 22,781 |
Total shareholders' equity | | | 26,310,978 | | 27,364,327 | | 26,328,427 | | 27,387,108 |
| | | | | | | | | |
| | | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | | | 26,341,166 | | 27,932,693 | | 58,602,504 | | 60,917,597 |
*The accompanying notes are an integral part of the Interim Accounting Information. |
NATURA &CO HOLDING S.A.
STATEMENT OF INCOME
FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2021 AND 2020
(In thousands of Brazilian reais - R$, except for earnings per share)
| | | | | | | | | | | | | | | | | |
| Note | | Company | | Company | | Consolidated | | Consolidated |
| | April 1, 2021 to June 30, 2021 | | April 1, 2020 to June 30, 2020 | | January 1, 2021 to June 30, 2021 | | April 1, 2020 to June 30, 2020 | | April 1, 2021 to June 30, 2021 | | April 1, 2020 to June 30, 2020 | | January 1, 2021 to June 30, 2021 | | April 1, 2020 to June 30, 2020 |
CONTINUING OPERATIONS | | | | | | | | | | | | | | | | | |
NET REVENUE | 26 | | - | | - | | - | | - | | 9,517,166 | | 6,987,180 | | 18,972,239 | | 14,505,174 |
Cost of Sales | 27 | | - | | - | | - | | - | | (3,318,287) | | (2,375,507) | | (6,640,754) | | (5,254,229) |
| | | | | | | | | | | | | | | | | |
GROSS PROFIT | | | - | | - | | - | | - | | 6,198,879 | | 4,611,673 | | 12,331,485 | | 9,250,945 |
| | | | | | | | | | | | | | | | | |
OPERATING (EXPENSES) INCOME | | | | | | | | | | | | | | | | | |
Selling, marketing and logistics expenses | 27 | | - | | - | | - | | - | | (4,045,391) | | (3,171,808) | | (8,052,836) | | (6,448,997) |
Administrative, R&D, IT and project expenses | 27 | | (33,565) | | (13,992) | | (58,181) | | (23,970) | | (1,816,331) | | (1,337,544) | | (3,444,017) | | (2,603,635) |
Provision for doubtful accounts | | | - | | - | | - | | - | | (210,856) | | (228,964) | | (450,201) | | (452,946) |
Equity in subsidiaries | 15 | | 267,113 | | (424,550) | | 141,134 | | (1,136,652) | | - | | - | | - | | - |
Other operating income (expenses), net | 30 | | - | | (30,024) | | - | | (177,848) | | (179,287) | | 74,676 | | (304,719) | | (277,874) |
| | | | | | | | | | | | | | | | | |
OPERATING (LOSS) PROFIT BEFORE FINANCIAL RESULT | | | 233,548 | | (468,566) | | 82,953 | | (1,338,470) | | (52,986) | | (51,967) | | 79,712 | | (532,507) |
| | | | | | | | | | | | | | | | | |
Financial income | 29 | | 5,023 | | 14,802 | | 11,183 | | 65,884 | | 1,225,453 | | 665,538 | | 2,264,397 | | 2,225,722 |
Financial expenses | 29 | | (3,727) | | (6,603) | | (14,461) | | (8,578) | | (1,430,954) | | (934,079) | | (2,697,804) | | (2,721,858) |
| | | | | | | | | | | | | | | | | |
(LOSS) PROFIT BEFORE INCOME TAX | | | | | | | | | | | | | | | | | |
AND SOCIAL CONTRIBUTION | | | 234,844 | | (460,367) | | 79,675 | | (1,281,164) | | (258,487) | | (320,508) | | (353,695) | | (1,028,643) |
Income tax and social contribution | 11 | | - | | 71,868 | | - | | 71,868 | | 527,439 | | (44,853) | | 437,346 | | (139,656) |
| | | | | | | | | | | | | | | | | |
INCOME (LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS | | | 234,844 | | (388,499) | | 79,675 | | (1,209,296) | | 268,952 | | (365,361) | | 83,651 | | (1,168,299) |
| | | | | | | | | | | | | | | | | |
DISCONTINUED OPERATIONS | | | | | | | | | | | | | | | | | |
LOSS FROM DISCONTINUED OPERATIONS | 23 | | - | | - | | - | | - | | (36,714) | | (26,722) | | (7,965) | | (48,723) |
| | | | | | | | | | | | | | | | | |
NET LOSS FOR THE PERIOD | | | 234,844 | | (388,499) | | 79,675 | | (1,209,296) | | 232,238 | | (392,083) | | 75,686 | | (1,217,022) |
| | | | | | | | | | | | | | | | | |
ATTRIBUTABLE TO | | | | | | | | | | | | | | | | | |
The Company´s shareholders | | | 234,844 | | (388,499) | | 79,675 | | (1,209,296) | | 234,844 | | (388,499) | | 79,675 | | (1,209,296) |
Non-controlling shareholders | | | - | | - | | - | | - | | (2,606) | | (3,584) | | (3,989) | | (7,726) |
| | | 234,844 | | (388,499) | | 79,675 | | (1,209,296) | | 232,238 | | (392,083) | | 75,686 | | (1,217,022) |
| | | | | | | | | | | | | | | | | |
EARNINGS (LOSS) PER SHARE IN THE PERIOD - R$ | | | | | | | | | | | | | | | | | |
Basic | | | 0.1708 | | (0.3211) | | 0.0579 | | (1.0190) | | 0.1708 | | (0.3211) | | 0.0579 | | (1.0190) |
Diluted | | | 0.1694 | | (0.3180) | | 0.0574 | | (1.0101) | | 0.1694 | | (0.3180) | | 0.0574 | | (1.0101) |
| | | | | | | | | | | | | | | | | |
*The accompanying notes are an integral part of the Interim Accounting Information.
NATURA &CO HOLDING S.A.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2021 AND 2020
(In thousands of Brazilian reais - R$)
| | Note | | Company | | Company | | Consolidated | | Consolidated |
| | | April 1, 2021 to June 30, 2021 | | April 1, 2020 to June 30, 2020 | | January 1, 2021 to June 30, 2021 | | April 1, 2020 to June 30, 2020 | | April 1, 2021 to June 30, 2021 | | April 1, 2020 to June 30, 2020 | | January 1, 2021 to June 30, 2021 | | April 1, 2020 to June 30, 2020 |
| | | | | | | | | | | | | | | | | | |
NET INCOME (LOSS) FOR THE PERIOD | | | | 234,844 | | (388,499) | | 79,675 | | (1,209,296) | | 232,238 | | (392,083) | | 75,686 | | (1,217,022) |
Other comprehensive income to be reclassified to income statement in subsequent periods: | | | | | | | | | | | | | | | | | | |
Conversion of financial statements of subsidiaries abroad | | | | (2,713,178) | | 1,291,448 | | (1,041,246) | | 5,640,486 | | (2,715,956) | | 1,299,477 | | (1,042,589) | | 5,648,515 |
Unrealized losses on the revaluation of balances between companies | | 15 | | 72,923 | | - | | (109,648) | | - | | 72,923 | | - | | (109,648) | | - |
Exchange rate effect on the conversion from hyperinflationary economy | | 15 | | 16,423 | | 104 | | 1,578 | | (4,247) | | 16,423 | | 104 | | 1,578 | | (4,247) |
Gains (Losses) from cash flow hedge operations | | 5.2 | | - | | - | | - | | - | | (183,844) | | (19,728) | | (243,344) | | 228,956 |
Tax effects of gains (losses) from cash flow hedge operations | | | | - | | - | | - | | - | | 63,146 | | 7,960 | | 82,991 | | (75,842) |
Equity on (losses) gains from cash flow hedge operations | | | | (183,844) | | (19,728) | | (243,344) | | 228,956 | | - | | - | | - | | - |
Equity on the tax effects of gains (losses) from cash flow hedge operations | | | | 63,146 | | 7,960 | | 82,991 | | (75,842) | | - | | - | | - | | - |
| | | | | | | | | | | | | | | | | | |
Comprehensive income for the period, loss net of tax effects | | | | (2,509,686) | | 891,285 | | (1,229,994) | | 4,580,057 | | (2,515,070) | | 895,730 | | (1,235,326) | | 4,580,360 |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
ATTRIBUTABLE TO | | | | | | | | | | | | | | | | | | |
The Company´s shareholders | | | | (2,509,686) | | 891,285 | | (1,229,994) | | 4,580,057 | | (2,509,686) | | 891,285 | | (1,229,994) | | 4,580,057 |
Noncontrolling shareholders | | | | - | | - | | - | | - | | (5,384) | | 4,445 | | (5,332) | | 303 |
| | | | (2,509,686) | | 891,285 | | (1,229,994) | | 4,580,057 | | (2,515,070) | | 895,730 | | (1,235,326) | | 4,580,360 |
*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 THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2021 AND 2020
(In thousands of Brazilian reais - R$)
| | | | | | | | | | | | | | | | | | | | | Equity appraisal adjustment | | | | | | |
| | | | | | | Capital Reserves | | | | | | | | | | | | | |
| Note | | Capital Stock | | Treasury shares | | Surplus on issue/sale of shares | | Special reserve | | Additional paid-in capital | | Income from transactions with non-controlling shareholders | | Profit reserve | | Retained (losses) earnings | | Other comprehensive income | | Sharesholders' equity attributed to controlling shareholders | | | | Total shareholders' equity |
| | | | | | | | | | | | Non- | |
| | | | | | | | Tax incentives | | Retained earnings | | | | | Controlling Shareholders | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCES AS OF DECEMBER 31, 2019 | | | 1,485,436 | | - | | 1,096,398 | | 206,592 | | - | | (92,066) | | - | | (149,020) | | - | | 815,006 | | 3,362,346 | | - | | 3,362,346 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss for the period | | | - | | - | | - | | - | | - | | - | | - | | - | | (1,209,296) | | - | | (1,209,296) | | (7,726) | | (1,217,022) |
Exchange differences on translation of foreign operations | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | (4,247) | | (4,247) | | - | | (4,247) |
Other comprehensive income | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 5,793,600 | | 5,793,600 | | 8,029 | | 5,801,629 |
Total comprehensive income for the period | | | - | | - | | - | | - | | - | | - | | - | | - | | (1,209,296) | | 5,789,353 | | 4,580,057 | | 303 | | 4,580,360 |
Loss absorption | 24.3 | | - | | - | | - | | (147,592) | | - | | �� - | | - | | 147,592 | | - | | - | | - | | - | | - |
Subscription of shares through the Board of Directors' Meeting held on January 3, 2020 | 24.1 | | 3,397,746 | | - | | 9,877,148 | | - | | - | | - | | - | | - | | - | | - | | 13,274,894 | | 27,555 | | 13,302,449 |
Subscription of shares through the Board of Directors' Meeting held on June 30, 2020 | 24.1 | | 1,995,107 | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 1,995,107 | | - | | 1,995,107 |
Share repurchase | | | - | | (54,936) | | - | | - | | - | | - | | - | | - | | - | | - | | (54,936) | | - | | (54,936) |
Transactions in stock and restricted shares option plans: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision for stock and restricted shares option plans | | | - | | - | | - | | - | | 33,944 | | - | | - | | - | | - | | - | | 33,944 | | - | | 33,944 |
Exercise of stock and restricted shares option plans | | | 38,748 | | 40,981 | | - | | - | | (56,007) | | - | | - | | - | | - | | - | | 23,722 | | - | | 23,722 |
Effect of Hyperinflationary economy adjustment | | | - | | - | | - | | - | | 26,679 | | - | | - | | 3,792 | | - | | - | | 30,471 | | - | | 30,471 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCES AS OF JUNE 30, 2020 | | | 6,917,037 | | (13,955) | | 10,973,546 | | 59,000 | | 4,616 | | (92,066) | | - | | 2,364 | | (1,209,296) | | 6,604,359 | | 23,245,605 | | 27,858 | | 23,273,463 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCES AS OF DECEMBER 31, 2020 | | | 12,377,999 | | (11,667) | | 10,974,664 | | 59,000 | | 110,537 | | (92,066) | | 113,302 | | 6,864 | | (759,937) | | 4,585,631 | | 27,364,327 | | 22,781 | | 27,387,108 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the period | | | - | | - | | - | | - | | - | | - | | �� - | | - | | 79,675 | | - | | 79,675 | | (3,989) | | 75,686 |
Exchange differences on translation of foreign operations | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | 1,578 | | 1,578 | | - | | 1,578 |
Other comprehensive income | | | - | | - | | - | | | | - | | - | | - | | - | | - | | (1,311,247) | | (1,311,247) | | (1,343) | | (1,312,590) |
Total comprehensive income for the period | | | - | | - | | - | | - | | - | | - | | - | | - | | 79,675 | | (1,309,669) | | (1,229,994) | | (5,332) | | (1,235,326) |
Share repurchase | | | - | | (32,091) | | - | | - | | - | | - | | - | | - | | - | | - | | (32,091) | | - | | (32,091) |
Loss absorption | | | - | | - | | - | | - | | (650,196) | | - | | - | | - | | 650,196 | | - | | - | | - | | - |
Transactions in stock and restricted shares option plans: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision for stock and restricted shares option plans | | | - | | - | | - | | - | | 131,776 | | - | | - | | - | | - | | - | | 131,776 | | - | | 131,776 |
Exercise of stock and restricted shares option plans | | | 95,616 | | 34,042 | | - | | - | | (114,267) | | - | | - | | (15,813) | | - | | - | | (422) | | - | | (422) |
Effect of Hyperinflationary economy adjustment | | | - | | - | | - | | - | | 48,603 | | - | | - | | 28,779 | | - | | - | | 77,382 | | - | | 77,382 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCES AS OF JUNE 30, 2021 | | | 12,473,615 | | (9,716) | | 10,974,664 | | 59,000 | | (473,547) | | (92,066) | | 113,302 | | 19,830 | | (30,066) | | 3,275,962 | | 26,310,978 | | 17,449 | | 26,328,427 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
*The accompanying notes are an integral part of the Interim Accounting Information.
NATURA &CO HOLDING S.A.
STATEMENT OF CASH FLOWS
FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2021 AND 2020
(In thousands of Brazilian reais - R$)
| | | | | | | | | |
| Note | | Company | | Consolidated |
| | June 30, 2021 | | June 30, 2020 | | June 30, 2021 | | June 30, 2020 |
| | | | | | | | | |
CASH FLOW FROM OPERATING ACTIVITIES | | | | | | | | | |
Net income (loss) for the period | | | 79,675 | | (1,209,296) | | 75,686 | | (1,217,022) |
Adjustments to reconciliate net income (loss) for the period with net cash generated by operating activities: | | | - | | | | | | |
Depreciation and amortization | 16, 17 and 18 | | - | | - | | 1,395,263 | | 1,329,717 |
Interest and exchange variation on short-term investments | | | (16,377) | | (12,350) | | (86,819) | | (50,546) |
Provision (reversal) from swap and forward derivative contracts | | | - | | - | | (273,468) | | (1,254,269) |
Provision (reversal) for tax, civil and labor risks | | | - | | - | | 47,737 | | 97,703 |
Inflation adjustment of judicial deposits | | | - | | - | | (5,363) | | (6,216) |
Inflation adjustment of contingencies | 22 | | - | | - | | 32,731 | | 8,629 |
Income tax and social contribution | | | - | | (71,868) | | (437,346) | | 139,656 |
Income from sale and write-off of property, plant and equipment and intangible | 16 and 17 | | - | | - | | 44,158 | | 8,342 |
Equity in subsidiaries | 15 | | (141,134) | | 1,136,652 | | - | | - |
Interest and exchange rate variation on leases | | | - | | - | | 180,693 | | 121,425 |
Interest and exchange rate variation on borrowings and financing | 19 | | 7,918 | | 38,363 | | (144,804) | | 1,658,428 |
Exchange differences on translation of foreign operations | | | 13 | | (130,263) | | 23,381 | | 690,246 |
Provision (reversal of provision) for losses from property, plant and equipment and intangible | 16 and 17 | | - | | - | | (4,339) | | 16,144 |
Provision (reversal of provision) for stock option plans | | | 46,175 | | (16,796) | | 131,776 | | (24,930) |
Actual losses and provision for losses with trade accounts receivables, net of reversals | 8 | | - | | - | | 450,201 | | 397,409 |
Provision (reversal of provision) for inventory losses, net | 9 | | - | | - | | 217,110 | | 190,763 |
Provision (reversal of provision) for post-employment health care plan | 28 | | - | | - | | (3,253) | | (6,008) |
Effect from hyperinflationary economy | | | - | | - | | 72,630 | | 26,468 |
Other provisions (reversals) | | | - | | - | | (1,279) | | (114,286) |
| | | (23,730) | | (265,558) | | 1,714,695 | | 2,011,653 |
| | | | | | | | | |
(INCREASE) DECREASE IN ASSETS : | | | | | | | | | |
Trade accounts receivable | | | 109,197 | | (5,802) | | (180,938) | | 217,048 |
Inventories | | | - | | - | | (1,023,444) | | (445,220) |
Recoverable taxes | | | 0 | | - | | (383,607) | | (205,187) |
Other assets | | | 15,274 | | - | | (15,671) | | 466,271 |
Subtotal | | | 124,471 | | (5,802) | | (1,603,660) | | 32,912 |
| | | | | | | | | |
INCREASE (DECREASE) IN LIABILITIES: | | | | | | | | | |
Domestic and foreign trade accounts payable and supply chain finance | | | 2,085 | | 14,110 | | (259,956) | | (2,126,571) |
Payroll, profit sharing and social charges, net | | | (11,501) | | 16,347 | | (82,320) | | 385,026 |
Tax liabilities | | | (12,721) | | (546) | | (235,443) | | (75,973) |
Other liabilities | | | (70) | | (60) | | (392,377) | | (594,700) |
Subtotal | | | (22,207) | | 29,851 | | (970,096) | | (2,412,218) |
| | | | | | | | | |
CASH GENERATED BY (USED IN) OPERATING ACTIVITIES | | | 78,534 | | (241,509) | | (859,062) | | (367,653) |
| | | | | | | | | |
OTHER CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | |
Payment of income tax and social contribution | | | (3,095) | | (198,664) | | (348,906) | | (411,768) |
Release of judicial deposits | | | - | | - | | 6,624 | | 27,016 |
Payments related to tax, civil and labor lawsuits | 22 | | - | | - | | (32,464) | | (84,585) |
Payments due to settlement of derivative transactions | | | - | | - | | 226,999 | | 4,040 |
Payment of interest on lease | 18 b | | - | | - | | (105,735) | | (133,695) |
Payment of interest on borrowings, financing and debentures | 19 | | (26,005) | | (21,678) | | (426,884) | | (531,679) |
| | | | | | | | | |
CASH GENERATED BY (USED IN) OPERATING ACTIVITIES | | | 49,434 | | (461,851) | | (1,539,428) | | (1,498,324) |
| | | | | | | | | |
CASH FLOW FROM INVESTING ACTIVITIES | | | | | | | | | |
Cash from acquisition of subsidiary | | | - | | - | | - | | 2,636,108 |
Additions of property, plant and equipment and intangible | | | - | | - | | (639,780) | | (308,576) |
Proceeds from sale of property, plant and equipment and intangible | | | - | | - | | 13,373 | | 53,982 |
Short-term investments | | | (567,811) | | (1,957,878) | | (5,630,357) | | (5,972,283) |
Redemption of short-term investments | | | 360,401 | | 1,048,283 | | 4,614,436 | | 4,548,629 |
Redemption of interest on short-term investments | | | 15,535 | | 8,670 | | 41,853 | | 29,886 |
Receipt of dividends from subsidiaries | 15 | | 168,612 | | - | | - | | - |
Investments in subsidiaries | | | - | | (300,000) | | - | | - |
CASH GENERATED BY (USED IN) INVESTING ACTIVITIES | | | (23,263) | | (1,200,925) | | (1,600,475) | | 987,746 |
| | | | | | | | | |
CASH FLOW FROM FINANCING ACTIVITIES | | | | | | | | | |
Repayment of lease - principal | 18 b | | - | | - | | (579,596) | | (380,902) |
Repayment of borrowings, financing and debentures – principal | 19 | | (497,879) | | (2,326,905) | | (5,511,859) | | (2,485,231) |
New borrowings, financing, and debentures | 19 | | - | | 500,000 | | 6,335,740 | | 1,341,538 |
Acquisition of treasury shares, after receipt of option strike price | | | (32,513) | | (54,936) | | (21,014) | | (13,955) |
Payment of dividends and interest on equity for the previous period | | | - | | - | | - | | (133,937) |
Receipt of funds due to settlement of derivative transactions | | | - | | - | | 1,615,793 | | 82,194 |
Acquired company's liability incurred by acquiror | | | - | | (370,791) | | - | | (370,791) |
Capital Increase | | | - | | 2,033,855 | | - | | 2,033,855 |
CASH GENERATED BY (USED IN) FINANCING ACTIVITIES | | | (530,392) | | (218,777) | | 1,839,064 | | 72,771 |
| | | | | | | | | |
Effect of exchange rate variation on cash and cash equivalents | | | - | | - | | (16,042) | | 744,341 |
| | | | | | | | | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | (504,221) | | (1,881,553) | | (1,316,880) | | 306,534 |
| | | | | | | | | |
Opening balance of cash and cash equivalents | 6 | | 505,699 | | 2,380,800 | | 5,821,672 | | �� 4,513,582 |
Closing balance of cash and cash equivalents | 6 | | 1,478 | | 499,247 | | 4,504,792 | | 4,820,116 |
| | | | | | | | | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | (504,221) | | (1,881,553) | | (1,316,880) | | 306,534 |
| | | | | | | | | |
| | | | | | | | | |
*The accompanying notes are an integral part of the Interim Accounting Information.
NATURA &CO HOLDING S.A.
STATEMENT OF VALUE ADDED
FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2021 AND 2020
(In thousands of Brazilian reais - R$)
| Note | | Company | | Consolidated |
| | June 30, 2021 | | June 30, 2020 | | June 30, 2021 | | June 30, 2020 |
| | | | | | | | | |
INCOME | | | - | | (177,848) | | 23,399,606 | | 15,937,371 |
Sale of goods, products and services | | | - | | - | | 23,526,966 | | 16,414,006 |
Allowance for expected credit losses, net of reversals | 8 | | - | | - | | (48,405) | | (86,717) |
Other operating expenses, net | | | - | | (177,848) | | (78,955) | | (389,918) |
| | | | | | | | | |
INPUTS ACQUIRED FROM THIRD PARTIES | | | (11,703) | | (5,755) | | (17,196,498) | | (11,064,226) |
Cost of products sold and services rendered | | | - | | - | | (7,255,822) | | (5,674,891) |
Materials, electricity, outsourced services and others | | | (11,703) | | (5,755) | | (9,940,676) | | (5,389,335) |
| | | | | | | | | |
GROSS VALUE ADDED | | | (11,703) | | (183,603) | | 6,203,108 | | 4,873,145 |
| | | | | | | | | |
RETENTIONS | | | - | | - | | (1,395,263) | | (1,329,718) |
Depreciation and amortization | 16, 17 and 18 | | - | | - | | (1,395,263) | | (1,329,718) |
| | | | | | | | | |
VALUE ADDED PRODUCED BY THE COMPANY | | | (11,703) | | (183,603) | | 4,807,845 | | 3,543,427 |
| | | | | | | | | |
TRANSFERRED VALUE ADDED | | | 152,317 | | (1,070,768) | | 2,264,397 | | 2,225,722 |
Equity in subsidiaries | 15 | | 141,134 | | (1,136,652) | | - | | - |
Financial income - including inflation adjustments and exchange rate variations | 29 | | 11,183 | | 65,884 | | 2,264,397 | | 2,225,722 |
| | | | | | | | | |
TOTAL VALUE ADDED TO DISTRIBUTE | | | 140,614 | | (1,254,371) | | 7,072,242 | | 5,769,149 |
| | | | | | | | | |
DISTRIBUTION OF VALUE ADDED | | | 140,614 | | (1,254,371) | | 7,072,242 | | 5,769,149 |
Payroll and social charges | 28 | | 46,317 | | 18,215 | | 3,970,279 | | 3,065,697 |
Taxes, fees and contributions | | | - | | (71,868) | | 330,323 | | 1,184,713 |
Financial expenses and rentals | | | 14,622 | | 8,578 | | 2,695,954 | | 2,735,761 |
Minority holders' share in retained profit | | | - | | - | | - | | (7,726) |
Dividends and interest on equity declared and not distributed | | | - | | - | | (3,989) | | - |
Retained earnings (losses) | | | 79,675 | | (1,209,296) | | 79,675 | | (1,209,296) |
*The accompanying notes are an integral part of the Interim Accounting Information.
INDEX OF EXPLANATORY NOTES
1 | GENERAL INFORMATION | 11 |
2 | MANAGEMENT STATEMENT AND BASIS OF PRESENTATION OF THE INTERIM ACCOUNTING INFORMATION | 11 |
3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 11 |
4 | CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS | 12 |
5 | FINANCIAL RISK MANAGEMENT | 12 |
6 | CASH AND CASH EQUIVALENTS | 18 |
7 | SHORT-TERM INVESTMENTS | 19 |
8 | TRADE ACCOUNTS RECEIVABLE | 20 |
9 | INVENTORIES | 21 |
10 | RECOVERABLE TAXES | 21 |
11 | INCOME TAX AND SOCIAL CONTRIBUTION | 22 |
12 | JUDICIAL DEPOSITS | 23 |
13 | ASSETS HELD FOR SALE | 24 |
14 | OTHER CURRENT AND NON-CURRENT ASSETS | 25 |
15 | INVESTMENTS | 25 |
16 | PROPERTY, PLANT AND EQUIPMENT | 27 |
17 | INTANGIBLE | 29 |
18 | LEASES | 31 |
19 | BORROWINGS, FINANCING AND DEBENTURES | 34 |
20 | TRADE ACCOUNTS PAYABLE AND SUPPLY CHAIN FINANCE | 36 |
21 | TAX LIABILITIES | 37 |
22 | PROVISION FOR TAX, CIVIL AND LABOR RISKS | 37 |
23 | OTHER LIABILITIES | 40 |
24 | SHAREHOLDERS' EQUITY | 41 |
25 | OPERATING SEGMENTS | 41 |
26 | REVENUE | 43 |
27 | OPERATING EXPENSES AND COST SALES | 44 |
28 | EMPLOYEE BENEFITS | 45 |
29 | FINANCE INCOME (EXPENSES) | 47 |
30 | OTHER OPERATING INCOME (EXPENSES), NET | 48 |
31 | EARNINGS PER SHARE | 49 |
32 | RELATED-PARTY TRANSACTIONS | 49 |
33 | COMMITMENTS | 51 |
34 | INSURANCE | 52 |
35 | ADDITIONAL INFORMATION TO THE CASH FLOW STATEMENTS | 52 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
NATURA &CO HOLDING S.A. (“Company” or “Natura &Co”) was incorporated on January 21, 2019, with the purpose of holding interests in other companies, as partner or shareholder, whose main business is in the cosmetics, fragrance and personal hygiene segments, through the manufacturing, distribution, and sale of their products. Natura &Co and its subsidiaries are hereinafter referred to as “Company”.
Brands managed by the Company include "Natura", "Avon”, "The Body Shop" and “Aesop”. In addition to using the retail market, e-commerce, business-to-business (B2B) and franchises as sales channels for the products, the subsidiaries highlight the performance of the direct sales channel carried out by the Natura, The Body Shop and Avon Consultant(s).
| 2. | MANAGEMENT STATEMENT AND BASIS OF PRESENTATION OF THE INTERIM ACCOUNTING INFORMATION |
Statement of compliance
The Company’s interim accounting information, included in the Quarterly Information Form - ITR pertaining to the six-month period ending on June 30, 2021, includes the individual and consolidated interim accounting information prepared pursuant to Technical Pronouncement “CPC 21 (R1) - Interim Statements”, approved by the Brazilian Accounting Committee (“CPC”) equivalent to “IAS 34 - Interim Financial Reporting”.
The individual and consolidated interim accounting information shows all the relevant information specific to the interim accounting information, and only them, which are consistent with those used by the Board in its management.
Presentation basis
The individual and consolidated interim accounting information were prepared based on historical cost, except for derivative financial instruments, financial investments and carbon credits recognized in other current and non-current assets that were measured at fair value and are expressed in thousands of Reais (“R$”), rounded to the nearest thousand, as well as the disclosure of amounts in other currencies, when necessary, also made in thousands. The items disclosed in other currencies are duly identified, whenever applicable.
The individual and consolidated interim accounting information was approved by the Board of Directors and authorized for issuance on the meeting held on August 11, 2021.
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The main accounting policies applied in the preparation of this individual and consolidated interim accounting information are consistent with those applied and disclosed in note 3 to the Company's financial statements for the year ended December 31, 2020, issued on March 3, 2021, except for the rules and changes effective as of January 1º, 2021, which has not undergone any significant changes on the individual and consolidated interim accounting information of the Company. Therefore, this interim accounting information should be read in conjunction with the last annual financial statement.
The same accounting policies apply for the comparative six-month period ended on June 30, 2020.
| 3.1 | Hyperinflationary economy |
In the six-month period ended June 30, 2021, as a result of the application of CPC 42 - Financial Reporting in Hyperinflationary Economies (IAS 29), the Company's subsidiaries determined an impact on the financial result for the period as follows:
| Consolidated |
| June 30, 2021 | December 31, 2020 |
Net gain for hyperinflationary economy adjustment | 25,180 | 7,025 |
Impact on average exchange rate | (51,662) | (4,247) |
Capital reserve | 48,603 | 26,679 |
Profit reserve | 28,779 | 3,792 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| 4. | CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS |
The areas that require a higher level of judgment and have greater complexity, as well as the areas in which assumptions and estimates are significant for the interim accounting information, was presented in note No.5 of the Company's financial statements for the year ended December 31, 2020.
The estimates and assumptions used in the preparation of the interim accounting information for the six-month period ended June 30, 2021 have not changed significantly.
| 5. | FINANCIAL RISK MANAGEMENT |
| 5.1 | General considerations and policies |
The information regarding the general considerations and polices of the Company was presented in note 6.1 of the Company’s financial statements for the year ended December 31, 2020.
| 5.2 | Financial risk factors |
The Company is exposed to market risks arising from their business activities. These risks mainly comprise possible fluctuations in exchange and interest rates.
To hedge the current balance sheet positions of the Company against market risks, the following derivative instruments are used and consist of the balances in the following table, as of June 30, 2021 and December 31, 2020:
Description | Fair Value (Level 2) |
Consolidated |
June 30, 2021 | December 31, 2020 |
“Financial” derivatives | (55,193) | 1,857,869 |
“Operating” derivatives | 2,926 | (11,092) |
Total | (52,267) | 1,846,777 |
As of June 30, 2021, consolidated balance sheet include accounts denominated in foreign currency which expose the Company to foreign exchange risks, that in the aggregate, represent total liabilities of R$ 5,184,574 (R$4,261,151 as of December 31, 2020). These accounts composed of loans and financing are protected by derivative financial instruments like “swap” and Non-Deliverable Forward (“NDF” or forward).
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| c) | Derivatives to hedge foreign exchange risk |
As of June 30, 2021, and December 31, 2020, the derivative balances are composed as follows:
“Financial” derivatives
Consolidated | Principal (Notional) amount | Fair value | Gain (loss) of fair value adjustment |
Description | June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
Swap agreements: (a) | | | | | | |
Asset portion: | | | | | | |
Dollar purchased position | 5,426,444 | 2,576,890 | 6,347,772 | 4,683,900 | 1,060,226 | 421,897 |
| | | | | | |
Liability portion: | | | | | | |
Post-fixed CDI Rate: | | | | | | |
Position sold in CDI | (5,426,444) | (2,576,890) | (6,408,166) | (2,803,797) | (931,169) | (172,885) |
| | | | | | |
NDF and forward contracts: | | | | | | |
Liability portion: | | | | | | |
Post-fixed CDI Rate: | | | | | | |
NDFs Forward Agreements | | | | | | |
Position sold at the interbank rate | 1,586,718 | 1,409,102 | 5,201 | (22,234) | 3,707 | (16,778) |
Total net derivative financial instruments: | 1,586,718 | 1,409,102 | (55,193) | 1,857,869 | 132,764 | 232,234 |
| a) | Swap operations consist of exchanging the exchange variation for a correction related to a percentage of the variation of the Interbank Deposit Certificate – post-fixed CDI – in the case of Brazil. |
For financial derivatives maintained by the Company as of June 30, 2021 and December 31, 2020, due to the fact agreements are directly entered into with the financial institutions and not through stock markets, there are no margin calls deposited as guarantee of said transactions.
“Operating” derivatives - Consolidated
As of June 30, 2021 and December 31, 2020, the Company’s subsidiaries maintain forward derivative financial instruments, with the purpose of hedging the foreign exchange risk of operating cash flows (such as import and export transactions):
Description | Principal (Notional) amount | Fair value |
June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
Net position - GBP and USD | 847,845 | 1,585,280 | (4,654) | (7,670) |
Forward agreements | 177,894 | 165,830 | 7,580 | (3,422) |
Total derivative instruments, net | 1,025,739 | 1,751,110 | 2,926 | (11,092) |
Derivative instruments designated for hedge accounting
The positions of derivative financial instruments designated as outstanding cash flow hedge on June 30, 2021 are set out below.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
Cash flow hedge instrument - Consolidated
| | | | | Other comprehensive income |
| Hedge instrument | Notional currency | Notional value | Fair value (a) | Accumulated contract gain (loss) | (Loss) gain in period |
Currency Swap – USD/R$ | Currency | BRL | 5,426,320 | (60,494) | 38,739 | (243,767) |
Forward Agreements (The Body Shop) | Currency | BRL | 675,010 | (4,797) | (4,797) | (48) |
Forward Agreements (Natura Indústria) | Currency | BRL | 3,734 | (231) | (231) | 471 |
Avon_currency swap - US$/R$ | Currency | BRL | 55,001 | 198 | (326) | - |
Total | | | 6,160,065 | (65,324) | 33,385 | (243,344) |
| a) | The method used to determine fair value consists in calculating the future value based on the contracted conditions and determines present value based on market accrual extracted from B3. |
Movements in cash flow hedge reserve recorded under other comprehensive income are shown below:
| Consolidated |
Cash flow hedge balance as of December 31, 2019 | 42,729 |
Change in the fair value of hedge instrument recognized in other comprehensive income | 228,956 |
Tax effects on the fair value of hedge instrument | (75,842) |
Cash flow hedge balance as of June 30, 2020 | 195,843 |
| |
Cash flow hedge balance as of December 31, 2020 | 159,077 |
Change in the fair value of hedge instrument recognized in other comprehensive income | (243,344) |
Tax effects on the fair value of hedge instrument | 82,991 |
Cash flow hedge balance as of June 30, 2021 | (1,276) |
The Company designates as cash flow hedge the derivative financial instruments used to offset variations arising from foreign currency exposure, in the fair value of contracted debts, other than the functional currency and in the operational cash flow in foreign currency. As part of this strategy, the Company designated the derivative financial instruments (forward swap) acquired in May 2021 for the hedge accountancy aiming to protect against the variability of cash flow attributable to Notes ESG issued in May 2021 (see note 19.1).
The information regarding the interest rate risk was presented in note 6.2.d of the Company's financial statements of the year ended December 31, 2020.
The information regarding the credit risk was presented in note 6.2.e of the Company’s financial statements for the year ended December 31, 2020.
The information regarding the liquidity risk was presented in note 6.2 (f) of the Company’s financial statements for the year ended December 31, 2020.
As of June 30, 2021, the book value of financial liabilities, on the date of the balance sheet, measured at amortized cost, considering interest payments at a post-fixed rate and the value of debt securities reflecting the forward market interest rates, may be changed as post-fixed interest rates change. Their corresponding maturities, considering that the Company is in compliance with contractual restrictive clauses, are evidenced below:
Company | Less than one year | One to five years | Over five years | Total expected cash flow | Interest to be accrued | Book value |
Trade payables, related-parties’ and reverse factoring operations | 18,968 | - | - | 18,968 | - | 18,968 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
Consolidated | Less than one year | One to five years | Over five years | Total expected cash flow | Interest to be accrued | Book value |
Borrowings, financing and debentures | 3,406,842 | 6,822,147 | 6,386,906 | 16,615,895 | (2,473,537) | 14,142,358 |
Leasing | 1,065,188 | 2,052,934 | 699,654 | 3,817,776 | (429,008) | 3,388,768 |
Trade payables, related-parties’ and reverse factoring operations | 6,094,344 | - | - | 6,094,344 | - | 6,094,344 |
The subsidiary The Body Shop had a secured credit line of £70 million (seventy million pounds), which could be withdrawn in installments to meet the short-term financing needs and was being used by the subsidiary since the first quarter of 2020, to reinforce working capital and liquidity. During 2021’s first quarter, this credit line was settled.
In April 2021, a new credit line on the amount of £100 million (one hundred million pounds) was hired, and the total amount was used by June 30, 2021. See more details in note 19.1.
The Company’s Management is monitoring the evolution of the Covid-19 pandemic in the markets it operates, acting to minimize impacts on the operations and on the equity and financial position of the Company implementing appropriate measures to guarantee the continuity of operations, protect cash, improve liquidity and promote the health and safety of all.
During the quarter ended June 30, 2021, the Company’s Management assessed the possible impacts of the main risks and uncertainties that could affect the quarterly information presented herein. In Brazil and on the other Latin America markets, the increase in the transmission rate and the number of deaths in 2021 led to the adoption of more restrictive measures for circulation and operation of non-essential activities. As from the second quarter with the growing vaccination in these markets, passed the priority groups and reaching a more representative share of the population it’s noted that the economy is getting back on track and with more optimistic perspectives towards the macroeconomic scenario. However, gradual decreases in restrictions in markets in which the Company operate (mainly in Europe and Asia), allowing physical stores to resume operating, even with some level of restriction, benefiting this business segment.
In view of this scenario, the Company’s Management reviews the recoverability expectations of its financial and non-financial assets in the preparation of this interim accounting information, considering the most recent information available and reflected in the Company's business plans. In the first term of 2021, no deterioration was identified in the Company's liquidity, its cash position or leverage that could impact the compliance with financial covenants.
Additionally, the Company’s Management has revised its projections of future results since the end of the year ended December 31, 2020, not identifying deviations from these projections or in the market assumptions associated with the impairment test carried out on December 31, 2020 that would indicate the need to carry out an additional impairment test of goodwill and other long-lived intangible assets.
The Company's objectives in managing its capital are to safeguard the Company ability to continue to provide returns to shareholders and benefits to other stakeholders, in addition to maintaining an ideal capital structure to reduce this cost.
The Company monitors capital based on the financial leverage ratios. This ratio corresponds to the net debt divided by the EBITDA. The net debt corresponds to total borrowings and financing (including short and long-term borrowings, as shown in the consolidated balance sheet), deducted from cash and cash equivalents and short-term investments (except for “Crer para Ver” and Fundo Dynamo Beauty Ventures Ltd. funds).
The information regarding the general considerations and polices of the Group companies (Natura, Avon, The Body Shop and Aesop) was presented in note 6.1 of the financial statements for the year ended December 31, 2020.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
The carrying amounts and fair values of the Company’s financial instruments as of June 30, 2021 and December 31, 2020 is presented as follows:
Company | | | | Book value | Fair value |
Note | Classification by category | Fair value hierarchy | June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
Financial assets: | | | | | | | |
Cash and cash equivalents: | 6 | | | | | | |
Cash and banks | | Amortized cost | Level 2 | 1,478 | 1,501 | 1,478 | 1,501 |
Certificate of bank deposits | | Fair value through results | Level 2 | - | 504,198 | - | 504,198 |
| | | | 1,478 | 505,699 | 1,478 | 505,699 |
Short-term investments | | | | | | | |
Exclusive investment funds | 7 | Fair value through results | Level 2 | 549,250 | 340,999 | 549,250 | 340,999 |
| | | | | | | |
Trade accounts receivables - related parties | 32.1 | Amortized cost | Level 2 | 6,738 | 115,952 | 6,738 | 115,952 |
| | | | | | | |
Financial liabilities: | | | | | | | |
Loans in local currency | 19 | Amortized cost | Level 2 | - | (515,966) | - | (515,966) |
Trade payables, related-parties’ and reverse factoring operations | 20/ 32.1 | Amortized cost | Level 2 | (18,968) | (16,887) | (18,968) | (16,887) |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
Consolidated | | | | Book value | Fair value |
Note | Classification by category | Fair value hierarchy | June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
Financial assets | | | | | | | |
Cash and cash equivalents | 6 | | | | | | |
Cash and banks | | Amortized cost | Level 2 | 2,893,722 | 4,436,576 | 2,893,722 | 4,436,576 |
Certificate of bank deposits | | Fair value through results | Level 2 | 23,970 | 808,988 | 23,970 | 808,988 |
Repurchase operations | | Fair value through results | Level 2 | 1,587,100 | 576,108 | 1,587,100 | 576,108 |
| | | | 4,504,792 | 5,821,672 | 4,504,792 | 5,821,672 |
Short-term investments | 7 | | | | | | |
Government securities | | Fair value through results | Level 1 | 2,099,712 | 864,940 | 2,099,712 | 864,940 |
Restricted cash | | Fair value through results | Level 2 | 39 | 40,425 | 39 | 40,425 |
Treasury bills | | Fair value through results | Level 2 | 578,547 | 505,152 | 578,547 | 505,152 |
Mutual investment fund | | Fair value through results | Level 2 | 806,341 | 817,253 | 806,341 | 817,253 |
Dynamo Beauty Ventures Ltd. Fund | | Fair value through results | Level 3 | 21,168 | 16,104 | 21,168 | 16,104 |
Certificate of bank deposits | | Fair value through results | Level 2 | - | 292,878 | - | 292,878 |
| | | | 3,505,807 | 2,536,752 | 3,505,807 | 2,536,752 |
| | | | | | | |
Trade accounts receivables – related parties | 8 32.1 | Amortized cost | Level 2 | 3,106,945 | 3.597.535 | 3,106,945 | 3,597,535 |
Judicial deposit | 12 | Amortized cost | Level 2 | 564,929 | 566.190 | 564,929 | 566,190 |
Carbon credit | 14 | Fair value through results | Level 2 | 4,632 | 4.097 | 4,632 | 4,097 |
Subleasing receivables | 14 | Amortized cost | Level 2 | 339,540 | 357.538 | 339,540 | 357,538 |
Receivables from service providers | 14 | Amortized cost | Level 1 | 149,146 | 135.030 | 149,146 | 135,030 |
| | | | 4,165,192 | 4.660.390 | 4,165,192 | 4,660,390 |
| | | | | | | |
“Financial” and “Operating” derivatives | | Fair value – Hedge instruments | Level 2 | - | 1,873,764 | - | 1,873,764 |
“Financial” and “Operating” derivatives | | Fair value through results | Level 2 | 181,094 | 34,214 | 181,094 | 34,214 |
| | | | 181,094 | 1,907,978 | 181,094 | 1,907,978 |
Financial liabilities | | | | | | | |
Borrowings, financing and debentures | 19 | | | | | | |
Loans in local currency | | Amortized cost | Level 2 | (8,957,784) | (9,591,809) | (8,957,784) | (9,466,921) |
Loans in foreign currency | | Amortized cost | Level 2 | (5,184,574) | (4,231,104) | (5,184,574) | (4,459,081) |
| | | | (14,142,358) | (13,822,913) | (14,142,358) | (13,926,002) |
| | | | | | | |
Carbon credits | 23 | Fair value through results | Level 2 | (1,800) | (5,560) | (1,800) | (5,560) |
| | | | | | | |
“Financial” and “Operating” derivatives | | Fair value – Hedge instruments | Level 2 | (65,324) | - | (65,324) | - |
“Financial” and “Operating” derivatives | | Fair value through results | Level 2 | (168,037) | (61,201) | (168,037) | (61,201) |
| | | | (233,361) | (61,201) | (233,361) | (61,201) |
| | | | | | | |
Lease liabilities | 18 | Amortized cost | Level 2 | (3,388,768) | (3,858,455) | (3,388,768) | (3,858,455) |
Trade payables, related-parties’ and reverse factoring operations | 20 /31.1 | Amortized cost | Level 2 | (6,094,344) | (6,774,205) | (6,094,344) | (6,774,205) |
The Company assesses that the balances of cash and cash equivalents, accounts receivable from customers, accounts payable to suppliers and other current liabilities are equivalent to their book values, mainly due to the short-term maturities of these instruments.
The carrying amounts of the short-term investments in Certificates of Bank Deposits measured at fair value through results approximate their fair values as transactions to be conducted at floating interest rates.
The book values of borrowings, financing and debentures are measured at their amortized cost and disclosed at fair value, which does not differ materially from the book values as the agreed interest rates are consistent with current market rates.
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.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
The fair value of the investment in the Dynamo Beauty Ventures Ltd. Fund (“DBV”), classified at level 3 of the fair value hierarchy is calculated based on information on the net value of the investment in the Fund (NAV) calculated by the Fund manager based on valuation assumptions. consistent with the accounting practices adopted in Brazil and the IFRS, adjusted to reflect the fair value assumptions applicable to the nature of the Company's investment. The Company's assessment takes into account inputs not observable 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 measuring fair value 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 defining the investment price. An increase of 1% in the applied discount (15.4%) would result in a reduction in the value of the investment by R$355.
There was no transfer between measurement levels in the fair value hierarchy in the six-month period ended June 30, 2021 for these assets and liabilities.
| 6. | CASH AND CASH EQUIVALENTS |
| Company | Consolidated |
| June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
Cash and banks | 1,478 | 1,501 | 2,893,722 | 4,436,576 |
Certificate of Bank Deposits | - | 504,198 | 23,970 | 808,988 |
Repurchase operations (a) | - | - | 1,587,100 | 576,108 |
| 1,478 | 505,699 | 4,504,792 | 5,821,672 |
| a) | Repurchase operations are securities issued by banks with a commitment by the own issuing banks to repurchase them, and by the client to resell them, at defined rates and within predetermined terms, backed by public or private securities, depending on bank availabilities and registered with the Central Agency for Custody and Financial Settlement of Securities (“CETIP”). On June 30, 2021, repurchase operations are remunerated at an average rate of 100.0% of CDI (100.0% of the CDI on December 31, 2020). |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Company | Consolidated |
| June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
Exclusive investment funds (a) | 549,250 | 340,999 | - | - |
Mutual investment funds (b) | - | - | 806,341 | 817,253 |
Certificate of Bank Deposits | - | - | - | 292,878 |
Treasury bills (c) | - | - | 578,547 | 505,152 |
Government securities (LFT) (d) | - | - | 2,099,712 | 864,940 |
Dynamo Beauty Ventures Ltd. Fund | - | - | 21,168 | 16,104 |
Restricted cash | - | - | 39 | 40,425 |
| 549,250 | 340,999 | 3,505,807 | 2,536,752 |
| | | | |
Current | 549,250 | 340,999 | 3,484,639 | 2,520,648 |
Non-Current | - | - | 21,168 | 16,104 |
| a) | The Company concentrate most of their investments in an exclusive investment fund, which holds interest in shares of the Essential Investment Fund. |
The value of the shares held by the Company is disclosed under "Exclusive Investment Fund" in the Company financial statements. The financial information of the Investment Fund, which the group has an exclusive interest (100 % of the shares), were consolidated, except for the shares of Instituto Natura, and the values of their portfolio were segregated by type of investment and classified as cash equivalents or short-term investments, according to the accounting practices adopted by the subsidiary Natura Cosméticos.
The balance on June 30, 2021, related to the “Crer para Ver” line within the exclusive fund is R$ 75,383 (R$57,609 on December 31, 2020).
| b) | Mutual investment funds refer to the investments of Natura América Hispanic entities concentrated in Argentina, Chile, Colombia and Mexico. |
| c) | As of June 30, 2021, investments in Treasury bills are remunerated at an average rate of 124.2% of the CDI (136.6% as at December 31, 2020). |
| d) | On June 30, 2021, investments in Government securities (LFT) are remunerated at an average rate of 104.0% of CDI (105.9% of the CDI on December 31, 2020). |
The breakdown of securities constituting the Essential Investment Fund portfolio, regarding which the Company holds 100% interest, on June 30, 2021 and December 31, 2020 is as follows:
| Consolidated |
| June 30, 2021 | December 31, 2020 |
Certificate of bank deposits | - | 292,878 |
Repurchase transactions (cash and cash equivalent) | 1,535,054 | 576,108 |
Treasury bills | 578,547 | 505,152 |
Government securities (LFT) | 2,099,712 | 864,940 |
| 4,213,313 | 2,239,078 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| 8. | TRADE ACCOUNTS RECEIVABLE |
| Consolidated |
| June 30, 2021 | December 31, 2020 |
Trade receivables | 3,587,458 | 4,029,643 |
Allowance for expected credit losses | (480,513) | (432,108) |
| 3,106,945 | 3,597,535 |
Maximum exposure to credit risk on the date of the interim accounting information is the book value of each maturity date range, net of the allowance for expected credit losses, as shown in the chart of receivable balances per maturity date:
| Consolidated |
| June 30, 2021 | December 31, 2020 |
To become due | 2,153,044 | 1,988,583 |
Past due: | | |
Up to 30 days | 848,940 | 1,506,460 |
31 to 60 days | 121,485 | 173,121 |
61 to 90 days | 106,803 | 111,735 |
91 to 180 days | 357,186 | 249,744 |
Allowance for expected credit losses | (480,513) | (432,108) |
| 3,106,945 | 3,597,535 |
The changes in the allowance for expected credit losses for the six-month period ended June 30, 2021 and 2020 are as follows:
| Consolidated |
Balance on December 31, 2019 | (107,995) |
Additions | (397,409) |
Write-offs (a)/ Reversals | 100,817 |
Exchange rate variation | (60,312) |
Balance on June 30, 2020 | (464,899) |
| |
Balance on December 31, 2020 | (432,108) |
Additions | (450,201) |
Write-offs (a)/ Reversals | 386,180 |
Exchange rate variation | 15,616 |
Balance on June 30, 2021 | (480,513) |
| a) | Refers to accounts overdue for more than 180 days which are written off when the Company has no expectation of recovering the trade accounts receivable and sales of customer portfolio. |
Find below the balances of accounts receivable from clients per exposure to allowance for expected credit losses on June 30, 2021:
| Consolidated |
| Trade receivables | Allowance for expected credit losses |
To become due | 2,153,044 | (67,267) |
Past due: | | |
Up to 30 days | 848,940 | (59,027) |
31 to 60 days | 121,485 | (46,944) |
61 to 90 days | 106,803 | (55,596) |
91 to 180 days | 357,186 | (251,679) |
| 3,587,458 | (480,513) |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Consolidated |
| June 30, 2021 | December 31, 2020 |
Finished products | 4,483,213 | 3,925,215 |
Raw materials and packaging | 1,107,915 | 1,015,156 |
Auxiliary materials | 190,654 | 170,188 |
Products in progress | 38,737 | 36,025 |
Provision for inventory losses | (577,196) | (602,314) |
| 5,243,323 | 4,544,270 |
Movements in the provision for inventory losses for the six-month period ending on June 30, 2021 and 2020 is as follows:
| Consolidated |
Balance on December 31, 2019 | (185,232) |
Additions (a) | (674,150) |
Write-offs (b) | 354,692 |
Exchange variation | (97,624) |
Balance on June, 30 2020 | (602,314) |
| |
Balance on December 31, 2020 | (602,314) |
Additions (a) | (217,110) |
Write-offs (b) | 216,366 |
Exchange variation | 25,862 |
Balance on June 30, 2021 | (577,196) |
| a) | It refers to the recognition of net allowance for losses due to discontinuation, expiration and quality, to cover expected losses on the realization of inventories, pursuant to the policy of the Company. |
| b) | Consist of write-offs of products discarded which there was a provision for losses recorded, and there is no expectation of sales. |
| Company | Consolidated |
| June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
ICMS on purchase of goods (a) | - | - | 725,742 | 681,147 |
Taxes on purchase of goods – foreign subsidiaries | - | - | 235,881 | 230,260 |
ICMS on purchase of property, plant and equipment | - | - | 9,732 | 9,578 |
PIS and COFINS on purchase of property, plant and equipment | - | - | 8,065 | - |
PIS and COFINS on purchase of goods (b) | - | - | 727,643 | 780,841 |
Withholding income tax | 26,733 | 23,637 | 26,733 | 23,637 |
PIS, COFINS and CSLL | - | - | 1,654 | 1,669 |
Tax on Manufactured Goods – IPI © | - | - | 101,627 | 77,096 |
Other | - | - | 196,246 | 199,333 |
| 26,733 | 23,637 | 2,033,323 | 2,003,561 |
| | | | |
Current | 26,733 | 23,637 | 1,087,590 | 1,071,349 |
Non-Current | - | - | 945,733 | 932,212 |
| a) | Tax credits related to the accumulated Brazilian tax on the circulation of goods, interstate and inter-municipal transport and communication services (“ICMS”) were generated mainly by purchases, whose tax rate is higher than the average sales and by the increase in exports. These credits are normally used through offsetting with sales operations in the domestic market. |
| b) | The accumulated tax credits of PIS and COFINS basically arise from credits on purchases of raw materials used in production. These credits normally are used through offsetting with sales operations in the domestic market. |
| c) | The balance will be used to IPI payable in future operations of the Company's subsidiaries |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(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 six-month period ended June 30, 2021 was 124%. This percentage is based on a loss before tax of R$353,695 and an income tax credit of R$437,346. The main component that causes the effective rate to deviate from the nominal income tax rate of 34% is the recognition of deferred tax assets referring to tax losses from previous years at Avon considering a new scenario of recoverability of the balance, (more information in Note 11.1.), also the additional recognition of deferred income tax liability arising from the announcement made by the Government of England that the nominal rate will increase from 19% to 25%.
The effective rate calculated by the Company for the six-month period ended June 30, 2020 was 13%. This percentage is based on a loss before tax of R$1,028,643 and an income tax expense of R$139,656. The main component that causes the effective rate to deviate from the nominal income tax rate of 34% is the additional recognition of deferred income tax liability arising from the announcement by the Government of England that the nominal rate will not be reduced from 19% to 17%.
| 11.1. | Deferred income tax - Avon Luxembourg |
As of December 31, 2020, the Company had active deferred income tax balances on tax losses, which totaled R$13.3 billion, which do not expire and had not been recognized due to historical analyses of recoverability in the respective operations. Of these amounts, R$8.2 billion are from the subsidiary Avon Luxembourg Holdings S.à.r.l (“Avon Luxembourg”).
During the six-month period ended June 30, 2021, the Company approved and initiated a restructuring plan of its operations, including the establishment of Avon Luxembourg Holdings S.à.r.l (“Avon Luxembourg”) as a financial subsidiary (FINCO), acting in the allocation of financial funds for the Group. From this restructuring, a deferred income tax asset amounting approximate R$823 million was recognized, based on management’s conclusion that recoverability of these amounts is probable in the normal course of Avon Luxembourg’s activities, and this should occur in a period not exceeding 20 years.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
Movements in the deferred income tax and social contribution and liability, for the period ending on June 30, 2020 and 2021, are as follows:
| Assets | | Liabilities |
| Company | Consolidated | | Consolidated |
Balance on December 31, 2019 | - | 374,448 | | (450,561) |
Effect on statement of income | 71,868 | (22,022) | | (28,630) |
Acquisition of subsidiary | - | 667,034 | | (713,199) |
Reserve for grant of options and restricted stock | - | 2,865 | | - |
Effect on other comprehensive income | - | (75,842) | | - |
Exchange variation on other comprehensive income | - | 29,409 | | (221,081) |
Balance on June 30, 2020 | 71,868 | 975,892 | | (1,413,471) |
| | | | |
Balance on December 31, 2020 | - | 1,339,725 | | (1,288,045) |
Effect on statement of income (a) | - | 1,287,647 | | (87,083) |
Reserve for grant of options and restricted stock | - | (11,499) | | - |
Effect on other comprehensive income | - | 82,021 | | - |
Exchange variation on other comprehensive income | - | (75,897) | | 136,026 |
Balance on June 30, 2021 | - | 2,621,997 | | (1,239,102) |
| (a) | Relates mainly to deferred income taxes from subsidiary Avon Luxemburgo, mentioned above, and realization of deferred income taxes liability on derivative transactions. |
The judicial deposits of the Company as of June 30, 2021 and December 31, 2020 are as follows:
| Consolidated |
| June 30, 2021 | December 31, 2020 |
Unprovisioned tax proceedings (a) | 258,776 | 262,654 |
Accrued tax lawsuits (b) | 258,896 | 252,961 |
Unprovisioned civil proceedings | 6,842 | 9,671 |
Accrued civil lawsuits | 2,890 | 2,189 |
Unprovisioned labor proceedings | 12,068 | 14,166 |
Accrued labor lawsuits | 25,457 | 24,549 |
Total judicial deposits | 564,929 | 566,190 |
| a) | The tax proceedings related to these judicial deposits basically refer to ICMS - ST, highlighted in note 22.2.1 - contingent liability - possible risk of loss. |
| b) | The tax lawsuits related to these judicial deposits basically refer to the sum of amounts disclosed in note 22.1.1 and the amount accrued as explained in the note 21. |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
The changes in balance of judicial deposits for the six-month period ended June 30, 2021 and 2020 are as follows:
| Consolidated |
Balance on December 31, 2019 | 337,255 |
Acquisition of subsidiary | 283,885 |
New deposits | 7,911 |
Payments | (21,186) |
Monetary adjustment and interests | 6,216 |
Payments | (10,070) |
Write-offs for expenses | (3,671) |
Balance on June 30, 2020 | 600,340 |
| |
Balance on December 31, 2020 | 566,190 |
New deposits | 19,830 |
Redemptions | (21,320) |
Monetary adjustment | 5,363 |
Write-offs for expenses | (5,745) |
Exchange rate variation | 611 |
Balance on June 30, 2021 | 564,929 |
In addition to judicial deposits, the Company has hired insurance policies for certain lawsuits. Details on these insurance policies are presented in note No. 34.
The assets classified as held for sale were acquired in the acquisition process of its subsidiary Avon. The change in the balance for the six-month period ended June 30, 2021 and 2020 is as follows:
| Consolidated |
Avon acquisition as of January 3, 2020 | 186,518 |
Transfer to Property, Plant and Equipment | (39,186) |
Transfer from Property, Plant and Equipment | 16,210 |
Sale | (22,287) |
Exchange rate variation | 54,302 |
Balance as of June 30, 2020 | 195,557 |
| |
Balance as of December 31, 2020 | 181,279 |
Transfer to property, plant and equipment(a) | (25,779) |
Sale | (49) |
Exchange rate variation | (7,002) |
Balance as of June 30, 2021 (b) | 148,449 |
| a) | During the first half of 2021, transfers occurred due to the resumption of activities in the Saudi Arabian unit. |
| b) | The balance on June 30, 2021 is composed by assets located in Brazil and Spain (on December 31, 2020 it was composed by Saudi Arabia, Brazil and Spain). |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| 14. | OTHER CURRENT AND NON-CURRENT ASSETS |
| Company | Consolidated |
| June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
Marketing and advertising advances | - | - | 113,553 | 42,233 |
Supplier advances | - | - | 284,572 | 257,099 |
Employee advances | - | - | 21,134 | 65,180 |
Rent advances and guarantee deposit (a) | - | - | 158,812 | 169,958 |
Advance insurance expenses | - | - | 159,092 | 200,074 |
Overfunded pension plan (b) | - | - | 656,719 | 683,425 |
Customs broker advances - Import taxes | - | - | 51,960 | 34,016 |
Subleasing receivables (c) | - | - | 339,540 | 357,538 |
Carbon credits | - | - | 4,632 | 4,097 |
Receivables from service providers(d) | - | - | 149,146 | 135,030 |
Other | 2,665 | 2,127 | 190,046 | 195,138 |
| 2,665 | 2,127 | 2,129,206 | 2,143,788 |
| | | | |
Current | 1,732 | 1,979 | 736,215 | 616,120 |
Non-Current | 933 | 148 | 1,392,991 | 1,527,668 |
| a) | Mainly related to: (i) advances of rental agreements that were not included in the initial measurement of lease liabilities / right-of-use of the subsidiary The Body Shop International Limited, in accordance with the exemptions on CPC 06 (R2) - Leases (IFRS 16); and (ii) security deposits for the rental of certain stores of the subsidiaries The Body Shop and Aesop, which will be returned by the lessor at the end of the rental agreements. |
| b) | Pension plan arising from the acquisition of Avon (note 28.2). |
| c) | Refers to the sublease receivables from the office that the subsidiary Avon had in New York, USA. |
| d) | Refers to receivables mainly arising from damage that occurred with carriers and insurance companies. |
| Company |
| June 30, 2021 | December 31, 2020 |
Investments in subsidiaries, net of losses | 25,754,303 | 26,944,279 |
Information and movement of the balances for the period ending on June 30, 2021 and for the fiscal year ending on December 31, 2020:
| NATURA Cosméticos S.A | Avon Products, Inc. | Natura &Co International S.à r.l. | Total |
Interest | 100.00% | 100.00% | 100.00% | |
Shareholders’ equity of the subsidiaries | 6,401,485 | (4,252,028) | 5,489,548 | 7,639,005 |
Shareholders’ equity interest | 6,401,485 | (4,252,028) | 5,489,548 | 7,639,005 |
Fair value adjustment of acquired assets and liabilities | - | 5,280,506 | - | 5,280,506 |
Goodwill | - | 12,834,792 | - | 12,834,792 |
Total | 6,401,485 | 13,863,270 | 5,489,548 | 25,754,303 |
Net income for the period of the subsidiaries | 52,786 | 10,474 | 77,874 | 141,134 |
| | | | |
Balances as of December 31, 2020 | 6,929,074 | 14,373,448 | 5,641,757 | 26,944,279 |
Equity in subsidiaries | 52,786 | 10,474 | 77,874 | 141,134 |
Exchange variation and other adjustments in the conversion of investments of the foreign subsidiaries | (398,581) | (411,004) | (230,083) | (1,039,668) |
Unrealized losses on the revaluation of balances intercompany in foreign currency | - | (109,648) | - | (109,648) |
Effect of Hyperinflationary economy adjustment | 61,570 | - | - | 61,570 |
Contribution by the controlling company for stock option plans granted to executive officers of the subsidiaries and other reserves net of tax effects | 85,601 | - | - | 85,601 |
Hedge accounting, net of tax effects | (160,353) | - | - | (160,353) |
Dividends paid | (168,612) | - | - | (168,612) |
Balances as of June 30, 2021 | 6,401,485 | 13,863,270 | 5,489,548 | 25,754,303 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Natura Cosméticos S.A. (1) | Avon Products, Inc. | Natura &Co International S.à r.l. | Total |
Percentage Interest | 100.00% | 100.00% | 100.00% | |
Shareholders’ equity of the subsidiaries | 5,740,749 | (4,911,624) | (214) | 828,911 |
Shareholders’ equity interest | 5,740,749 | (4,911,624) | (214) | 828,911 |
Fair value adjustment of acquired assets and liabilities | - | 9,884,131 | - | 9,884,131 |
Goodwill | - | 10,973,473 | - | 10,973,473 |
Total | 5,740,749 | 15,945,980 | (214) | 21,686,515 |
Net Income/(Losses) for the period of the subsidiaries | 182,712 | (1,319,077) | (287) | (1,136,652) |
| | | | |
Balances as of December 31, 2019 | 3,392,677 | - | - | 3,392,677 |
Equity in subsidiaries | 182,712 | (1,319,077) | (287) | (1,136,652) |
Exchange variation and other adjustments in the conversion of investments of the foreign subsidiaries | 1,646,060 | 3,980,018 | 16 | 5,626,094 |
Effect of Hyperinflationary economy adjustment | 30,470 | 10,145 | - | 40,615 |
Contribution by the controlling company for stock option plans granted to executive officers of the subsidiaries and other reserves net of tax effects | 35,713 | - | - | 35,713 |
Hedge accounting net of tax effects | 153,117 | - | - | 153,117 |
Capital increase | 300,000 | - | - | 300,000 |
Acquisition price | - | 13,274,894 | 57 | 13,274,951 |
Balances as of June 30, 2020 | 5,740,749 | 15,945,980 | (214) | 21,686,515 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| 16. | PROPERTY, PLANT AND EQUIPMENT |
| Consolidated |
| Useful life range (years) | December 31, 2020 | Additions | Write-offs | Write-offs Impairment | Transfers | Other changes including exchange rate variation | June 30, 2021 |
Cost value: | | | | | | | | |
Vehicles | 2 to 5 | 79,227 | 4,528 | (21,755) | - | 6,760 | (4,674) | 64,086 |
Templates | 3 | 187,852 | 360 | - | - | 168 | (208) | 188,172 |
Tools and accessories | 3 to 20 | 85,678 | 10,250 | (127) | - | 3,552 | (1,026) | 98,327 |
Facilities | 3 to 60 | 293,471 | 61 | (992) | - | �� 11,259 | (2,337) | 301,462 |
Machinery and accessories | 3 to 15 | 1,819,693 | 13,641 | (72,731) | - | 46,959 | (3,470) | 1,804,092 |
Leasehold improvements | 2 to 20 | 963,957 | 24,168 | (20,474) | 1,625 | 43,093 | (39,389) | 972,980 |
Buildings | 14 to 60 | 1,899,176 | 4,144 | (332) | - | 12 | 13,726 | 1,916,726 |
Furniture and fixture | 2 to 25 | 566,548 | 26,217 | (18,149) | 2,882 | 13,679 | (33,222) | 557,955 |
Lands | - | 661,613 | - | (1,203) | - | - | (18,791) | 641,619 |
IT equipment | 3 to 15 | 543,772 | 25,755 | (16,904) | - | 51,253 | (22,451) | 581,425 |
Other assets | - | 36,687 | - | (1,139) | - | - | (1,315) | 34,233 |
Projects in progress | - | 408,385 | 187,920 | (21,119) | - | (182,921) | (11,894) | 380,371 |
Total cost | | 7,546,059 | 297,044 | (174,925) | 4,507 | (6,186) | (125,051) | 7,541,448 |
| | | | | | | | |
Accumulated depreciation: | | | | | | | | |
Vehicles | | (33,042) | (9,879) | 15,864 | - | (5,791) | 5,223 | (27,625) |
Templates | | (166,536) | (4,411) | - | - | - | 115 | (170,832) |
Tools and accessories | | (39,159) | (18,367) | 127 | - | - | 97 | (57,302) |
Facilities | | (176,726) | (8,280) | 979 | - | (2,895) | 2,299 | (184,623) |
Machinery and accessories | | (578,762) | (101,146) | 69,386 | - | 1,015 | 4,427 | (605,080) |
Leasehold improvements | | (480,554) | (69,103) | 16,022 | - | (5,550) | 23,234 | (515,951) |
Buildings | | (179,729) | (42,376) | 324 | - | - | 854 | (220,927) |
Furniture and fixture | | (318,611) | (43,315) | 14,369 | - | (703) | 25,254 | (323,006) |
IT equipment | | (311,856) | (53,705) | 15,939 | - | (9,195) | 14,434 | (344,383) |
Other assets | | (26,027) | (14,161) | 330 | - | - | 11,092 | (28,766) |
Total accumulated depreciation | | (2,311,002) | (364,743) | 133,340 | - | (23,119) | 87,029 | (2,478,495) |
Net total | | 5,235,057 | (67,699) | (41,585) | 4,507 | (29,305) | (38,022) | 5,062,953 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Consolidated |
| Useful life range (years) | December 31, 2019 | Control acquisition | Additions | Write-offs | Reversal (Provision) for impairment | Transfers | Other changes including exchange rate variation | June 30, 2020 |
Cost value: | | | | | | | | | |
Vehicles | 2 to 5 | 45,578 | 25,789 | 128 | (4,519) | - | 2,171 | 12,042 | 81.189 |
Templates | 3 | 192,556 | - | 8 | (19,713) | - | 4,690 | 8,065 | 185.606 |
Tools and accessories | 3 to 20 | 11,974 | 52,410 | 4,362 | (158) | - | (876) | 12,721 | 80.433 |
Facilities | 3 to 60 | 309,772 | 1,431 | 23 | (3,428) | - | 3,298 | 10,922 | 322.018 |
Machinery and accessories | 3 to 15 | 866,451 | 746,734 | 7,352 | (925) | - | 45,638 | 171,314 | 1.836.564 |
Leasehold improvements | 2 to 20 | 615,103 | 58,548 | 11,653 | (1,177) | (8,650) | 5,618 | 177,970 | 859.065 |
Buildings | 14 to 60 | 386,957 | 1,168,837 | 3,484 | 1,590 | 324 | 20,246 | 293,891 | 1.875.329 |
Furniture and fixture | 2 to 25 | 397,727 | 32,566 | 10,622 | (1,012) | (8,883) | 7,545 | 95,387 | 533.952 |
Lands | - | 35,157 | 568,470 | - | 73 | - | 4,060 | 191,749 | 799.509 |
IT equipment | 3 to 15 | 297,228 | 112,369 | 4,691 | (494) | - | 12,550 | 85,224 | 511.568 |
Other assets | | - | 40,090 | - | - | - | - | 14,086 | 54.176 |
Projects in progress | - | 156,011 | 78,965 | 104,602 | (526) | - | (89,486) | 11,155 | 260.721 |
Total cost | | 3,314,514 | 2,886,209 | 146,925 | (30,289) | (17,209) | 15,454 | 1,084,526 | 7,400,130 |
| | | | | | | | | |
Accumulated depreciation: | | | | | | | | | |
Vehicles | | (16,924) | - | (12,932) | 2,174 | - | (2,093) | (3,524) | (33,299) |
Templates | | (175,938) | - | (4,824) | 19,684 | - | - | (172) | (161,250) |
Tools and accessories | | (3,255) | - | (20,769) | - | - | 10 | (2,451) | (26,465) |
Facilities | | (167,362) | - | (11,582) | 282 | - | 900 | (3,269) | (181,031) |
Machinery and accessories | | (416,736) | - | (95,836) | 157 | - | (1,072) | (16,382) | (529,869) |
Leasehold improvements | | (267,371) | - | (60,425) | 450 | - | 25 | (68,175) | (395,496) |
Buildings | | (101,785) | - | (51,515) | - | - | - | (4,847) | (158,147) |
Furniture and fixture | | (193,973) | - | (44,342) | 612 | - | (26) | (43,546) | (281,275) |
IT equipment | | (197,281) | - | (47,588) | 37 | - | - | (30,091) | (274,923) |
Other assets | | - | - | (6,841) | - | - | - | (769) | (7,610) |
Total accumulated depreciation | | (1,540,625) | - | (356,654) | 23,396 | - | (2,256) | (173,226) | (2,049,365) |
Net total | | 1,773,889 | 2,886,209 | (209,729) | (6,893) | (17,209) | 13,198 | 911,300 | 5,350,765 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
The information and changes in the intangible balances for the three-month periods ended June 30, 2021 and 2020 are as follows.
| Consolidated |
| Useful life range (years) | December 31, 2020 | Additions | Write-offs | Reversal (provision) of impairment | Transfers | Other changes including exchange rate variation | June 30, 2021 |
Cost value: | | | | | | | | |
Software | 2.5 to 10 | 2,059,150 | 30,071 | (11.455) | - | 98,813 | (4,903) | 2,171,676 |
Trademarks and patents (Definite useful life) | 20 a 25 | 894,578 | - | - | - | - | (62,122) | 832,456 |
Trademarks and patents (Indefinite useful life) | - | 5,747,057 | - | - | - | - | (280,157) | 5,466,900 |
Goodwill Avon | - | 13,299,849 | - | - | - | - | (465,057) | 12,834,792 |
Goodwill Emeis Brazil Pty Ltd. | - | 142,090 | - | - | - | - | (9,356) | 132,734 |
Goodwill The Body Shop | - | 1,946,741 | 1,413 | (1.669) | - | - | (54,470) | 1,892,015 |
Goodwill acquisition of The Body Shop stores | - | 1,456 | - | - | - | - | - | 1,456 |
Relationship with retail clients | 10 | 2,785 | - | - | - | - | (154) | 2,631 |
Key Money (indefinite useful life) | - | 26,769 | - | 180 | - | - | (1,382) | 25,567 |
Key Money (Definite useful life) | 3 to 18 | 10,860 | 2,500 | 9.951 | (168) | (5,555) | (1,435) | 16,153 |
Relationship with franchisees and sub franchisees and sales representatives (e) | 14 to 15 | 2,959,519 | - | (455) | - | (562) | (97,119) | 2,861,383 |
Technology developed (by acquired subsidiary) | - | 1,595,041 | - | - | - | - | (112,615) | 1,482,426 |
Other intangible assets | - | 108,275 | 97,432 | (511) | - | (71,204) | (45,015) | 88,977 |
Total cost | | 28,794,170 | 131,416 | (3.959) | (168) | 21,492 | (1,133,785) | 27,809,166 |
| | | | | | | | |
Accumulated amortization: | | | | | | | | |
Software | | (1,022,498) | (186,840) | 10,260 | - | 3,770 | 29.928 | (1.165.380) |
Trademarks and patents | | (100,043) | (24,729) | - | - | - | 10,564 | (114.208) |
Key Money | | (8,871) | (185) | (9,840) | - | 1,667 | 1.223 | (16.006) |
Relationship with retail clients | | (2,839) | (147) | - | - | - | 146 | (2.840) |
Relationship with franchisees and sub franchisees | | (419,061) | (157,377) | 455 | - | - | 22,816 | (553.167) |
Technology developed | | (319,009) | (163,302) | - | - | - | 37,583 | (444.728) |
Other intangible assets | | (4,721) | (526) | 511 | - | - | 3.995 | (741) |
Total accumulated amortization | | (1,877,042) | (533,106) | 1,386 | - | 5,437 | 106.255 | (2.297.070) |
Net total | | 26,917,128 | (401,690) | (2,573) | (168) | 26,929 | (1.027.530) | 25.512.096 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Consolidated |
| Useful life range (years) | December 31, 2019 | Acquisition of subsidiary | Additions | Write-offs | Reversal (provision) of impairment | Transfers | Other changes including exchange rate variation | June 30, 2020 |
Cost value: | | | | | | | | | |
Software | 2.5 to 10 | 1,313,090 | 291,239 | 65,382 | (1,492) | - | 112,649 | 153,649 | 1,934,517 |
Trademarks and patents (Definite useful life) | 24 to 25 | 116,805 | 517,592 | - | - | - | - | 220,524 | 854,921 |
Trademarks and patents (Indefinite useful life) | - | 2,171,585 | 1,893,224 | - | - | - | - | 1,255,816 | 5,320,625 |
Goodwill Avon | - | - | 10,973,474 | - | - | - | - | 3,855,691 | 14,829,165 |
Goodwill Emeis Brazil Pty Ltd. | - | 100,237 | - | - | - | - | - | 33,364 | 133,601 |
Goodwill The Body Shop | - | 1,434,369 | - | 8,039 | - | - | - | 388,384 | 1,830,792 |
Goodwill acquisition of The Body Shop stores | - | 1,456 | - | - | - | - | - | - | 1,456 |
Relationship with retail clients | 10 | 1,987 | - | - | - | - | - | 656 | 2.643 |
Key money (indefinite useful life) | - | 17,801 | - | - | - | - | 6,996 | 2,697 | 27.494 |
Key money (Definite useful life) | 3 to 18 | 12,447 | - | - | - | 1,065 | (3,414) | (1,043) | 9.055 |
Relationship with franchisees and sub franchisees and sales representatives (e) | 14 to 15 | 602,958 | 1,876,169 | - | - | - | - | 822,215 | 3.301.342 |
Technology developed (by acquired subsidiary) | - | - | 1,131,573 | - | - | - | - | 397,595 | 1.529.168 |
Other intangible assets | 2 to 10 | 110,288 | - | 41,452 | - | - | (100,153) | 18,071 | 69.658 |
Total cost | | 5,883,023 | 16,683,271 | 114,873 | (1,492) | 1,065 | 16,078 | 7,147,619 | 29.844.437 |
| | | | | | | | | |
Accumulated amortization: | | | | | | | | | |
Software | | (649,347) | - | (179,508) | 43 | - | (3,634) | (39,399) | (871,845) |
Trademarks and patents | | (44,108) | - | (18,303) | - | - | - | (12,810) | (75,221) |
Key money | | (2,197) | - | (242) | - | - | (4,634) | 1,213 | (5,860) |
Relationship with retail clients | | (1,939) | - | (114) | - | - | - | (531) | (2,584) |
Relationship with franchisees and sub franchisees | | (95,772) | - | (147,980) | - | - | - | (41,555) | (285,307) |
Technology developed | | - | - | (137,361) | - | - | - | (15,419) | (152,780) |
Other intangible assets | | (13,159) | - | (1,042) | - | - | - | (5,390) | (19,591) |
Total accumulated amortization | | (806,522) | - | (484,550) | 43 | - | (8,268) | (113,891) | (1,413,188) |
Net total | | 5,076,501 | 16,683,271 | (369,677) | (1,449) | 1,065 | 7,810 | 7,033,728 | 28,431,249 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Consolidated |
| Useful life range (years) (a) | December 31, 2020 | Additions | Write-offs | Transfers (b) | Other changes including exchange rate variation | June 30, 2021 |
Cost value: | | | | | | | |
Vehicles | 3 | 157,867 | 23,895 | (13,035) | - | (8,802) | 159,925 |
Machinery and equipment | 3 to 10 | 53,048 | 2,621 | (11,100) | - | (9,710) | 34,859 |
Buildings and facilities | 3 to 10 | 1,616,833 | 101,645 | (202,885) | - | (120,008) | 1,395,585 |
IT equipment | 10 | 30,000 | 3,622 | (1,234) | - | 498 | 32,886 |
Retail stores | 3 to 10 | 3,338,104 | 272,050 | (23,368) | 3,888 | (443,389) | 3,147,285 |
Tools and accessories | 3 | 3,187 | 258 | - | - | (2,340) | 1,105 |
Total cost | | 5,199,039 | 404,091 | (251,622) | 3,888 | (583,751) | 4,771,645 |
| | | | | | | |
Accumulated depreciation: | | | | | | | |
Vehicles | | (63,422) | (28,526) | 10,937 | - | 5,741 | (75,270) |
Machinery and equipment | | (21,045) | (6,262) | 2,258 | - | 9,263 | (15,786) |
Buildings and facilities | | (399,765) | (135,468) | 62,727 | - | 16,325 | (456,181) |
IT equipment | | (19,161) | (4,428) | 1,194 | - | 870 | (21,525) |
Retail stores | | (1,291,346) | (322,310) | 14,692 | - | 350,676 | (1,248,268) |
Tools and accessories | | (2,253) | (420) | - | - | 2,246 | (427) |
Total accumulated accrued depreciation | | (1,796,992) | (497,414) | 91,808 | - | 385,121 | (1,817,457) |
Net total | | 3,402,047 | (93,323) | (159,814) | 3,888 | (198,630) | 2,954,188 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Consolidated |
| Useful life range (years) (a) | December 31, 2019 | Subsidiary Acquisition | Additions | Write-offs | Transfers (b) | Other changes including rate variation | June 30, 2020 |
Cost value: | | | | | | | | |
Vehicles | 3 | 40,018 | 42,467 | 46,577 | (219) | - | 11,435 | 140,278 |
Machinery and equipment | 3 to 10 | 15,578 | 14,034 | 610 | - | - | 8,958 | 39180 |
Buildings and facilities | 3 to 10 | 784,900 | 489,739 | 90,560 | (4,380) | - | 211,050 | 1,571,869 |
IT equipment | 10 | 283 | 18,429 | 1,447 | - | - | 5,751 | 25,910 |
Retail stores | 3 to 10 | 2,350,377 | - | 180,059 | (8,309) | (3,582) | 767,063 | 3,285,608 |
Tools and accessories | 3 | 2,803 | - | - | - | - | 761 | 3,564 |
Total cost | | 3,193,959 | 564,669 | 319,253 | (12,908) | (3,582) | 1,005,018 | 5,066,409 |
| | | | | | | | |
Accumulated depreciation: | | | | | | | | |
Vehicles | | (8,109) | - | (25,316) | 150 | - | (2,236) | (35,511) |
Machinery and equipment | | (4,317) | - | (7,142) | - | - | (2,036) | (13,495) |
Buildings and facilities | | (97,190) | - | (144,715) | 2,852 | - | (27,349) | (266,402) |
IT equipment | | (214) | - | (10,320) | - | - | (1,100) | (11,634) |
Retail stores | | (463,332) | - | (300,558) | 4,016 | 4,634 | (172,458) | (927,698) |
Tools and accessories | | (936) | - | (462) | - | - | (298) | (1,696) |
Total accumulated depreciation | | (574,098) | - | (488,513) | 7,018 | 4,634 | (205,477) | (1,256,436) |
Net total | | 2,619,861 | 564,669 | (169,260) | (5,890) | 1,052 | 799,541 | 3,809,973 |
| a) | The useful lives applied refer to the term of the contracts in which the Company is sure that it will use the assets underlying the lease contracts according to the contractual terms. |
| b) | Refers to key money related to store rentals. This amount is transferred from right of use to intangible assets when a new commercial agreement with the lessor is not yet signed until negotiations are concluded. |
| c) | Regarding the amounts that resulted from the changes in the lease agreements previously entered, such as term, amounts and fees. |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Consolidated |
| June 30, 2021 | June 30, 2020 |
Amounts recognized in the statement of income for the six-month period ended June 30, 2021 and 2020: | | |
Financial expense on lease | 106,239 | 119,398 |
Amortization of right of use | 497,414 | 488,513 |
Appropriation in the result of variable lease installments not included in the measurement of lease liabilities | 19,787 | 15,013 |
Sublease revenue | (15,635) | (16,033) |
Short-term and low-value assets lease expenses | 37,772 | 38,274 |
Benefits granted by lessor related to Covid-19 | (29,020) | (12,685) |
Other expenses related to leases | 26,809 | 17,497 |
Total | 643,366 | 649,977 |
| | |
Amounts recognized in the financing cash flow statement activities: | | |
Lease payment (principal amount) | 579,596 | 426,154 |
Values recognized in the operating cash flow statement activities: | | |
Lease payment (interest) | 106,045 | 88,443 |
Variable lease payments not included in the measurement of lease liabilities | 25,054 | 4,448 |
Short-term and low-value assets lease payments | 29,197 | 30,699 |
Other lease related payments | 42,838 | 20,174 |
Total | 782,730 | 569,918 |
| Consolidated |
| June 30, 2021 | December 31, 2020 |
Current | 969,846 | 1,059,661 |
Non-Current | 2,418,922 | 2,798,794 |
Total | 3,388,768 | 3,858,455 |
Below are the changes in lease liability balances for the six-month period ended June 30, 2021 and 2020:
| Consolidated |
Balance on December 31, 2019 | 2,517,565 |
New leases | 324,878 |
Acquisition of subsidiary | 777,200 |
Lease payments (principal amount) | (380,902) |
Lease payments (interest) | (133,695) |
Recognition of financial charges | 119,398 |
Write-offs (a) | (3,863) |
Exchange rate variation | 886,594 |
Balance as of June 30, 2020 | 4,107,175 |
| |
Balance as of December 31, 2020 | 3,858,455 |
New agreements | 388,676 |
Lease payments (principal amount) | (579,596) |
Lease payments (interest) | (105,735) |
Recognition of financial charges | 106,045 |
New Measurement | (71,491) |
Write-offs (a) | (85,166) |
Exchange rate variation | (122,420) |
Balance as of June 30, 2021 | 3,388,768 |
| a) | Mainly related to termination of agreements related to lease of stores. |
The maturities of the balance of non-current lease liabilities are shown below:
| Consolidated |
| June 30, 2021 | December 31, 2020 |
2022 | 469,167 | 419,240 |
2023 | 574,277 | 408,977 |
2024 (and on December 31, 2020) | 458,562 | 406,572 |
2025 onwards | 916,916 | 1,564,005 |
Total | 2,418,922 | 2,798,794 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| 19. | BORROWINGS, FINANCING AND DEBENTURES |
| Re.: | Company | Consolidated |
| June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
Based in local currency | | | | | |
Financing Agency for Studies and Projects (FINEP) | | - | - | 58,736 | 73,076 |
Debentures | A | - | - | 4,057,566 | 4,042,515 |
BNDES | | - | - | 1,556 | 7,789 |
BNDES – FINAME | | - | - | - | 15 |
Promissory Notes (1) | | - | 515,966 | - | 773,949 |
Working capital – Mexico Operation | | - | - | 5,446 | 14,453 |
Working capital – The Body Shop Operation | E | - | - | 694,004 | 500,835 |
Working capital – Avon Operation | | - | - | 157,712 | 145,495 |
Notes – Avon (2) | B | - | - | 3,982,764 | 4,033,682 |
Total in local currency | | - | 515,966 | 8,957,784 | 9,591,809 |
| | | | | |
Raised in Foreign Currency | | | | | |
BNDES | | - | - | 225 | 1,639 |
Representative Debt Securities and ESG securities (“Notes”) | C | - | - | 4,933,868 | 3,969,226 |
Resolution No. 4131/62 | D | - | - | 250,481 | 260,239 |
Total in foreign currency | | - | - | 5,184,574 | 4,231,104 |
Grand total | | - | 515,966 | 14,142,358 | 13,822,913 |
| | | | | |
Current | | - | 515,966 | 3,071,848 | 3.805.649 |
Non-Current | | - | - | 11,070,510 | 10.017.264 |
| | | | | |
| (1) | On April 15, 2021, the Company and its subsidiary Natura Cosméticos redeemed the total principal amount due under their respective promissory notes, equivalent to R$ 500,000 of the Company and R$ 250,000 of the subsidiary Natura Cosméticos. |
| (2) | Balances recorded for their estimated fair value resulting from business combination with the subsidiary Avon. |
Reference.: | Currency | Maturity | Charges | Effective Rate interest | Guarantees |
A | Real | August 2024 | Interest of 110.5% to 112% of the CDI, and 1.75% + CDI, 1.00% + CDI and 1.15% + CDI, with maturities in September 2021, September 2022 and August 2024. | 113.8% - 113.9% CDI+1.15% - CDI+1.79% | None. |
B | Dollar | March 2023 and March 2043 | Interest of 6.45% p.a. and Interest of 8.45% p.a. | Interest of 6.45% p.a. and Interest of 8.45% p.a. | None. |
C | Dollar | May 2028 | Interest of 4.125% per annum | 5.79% | Natura &Co Holding Approval |
D | Dollar | May 2022 | Libor + interests of 1.1% per annum | Libor + interest of 1.1% per annum | Guarantee of the subsidiary Indústria e Comércio de Cosméticos Natura Ltda.. |
E | Pounds | April 2024 | Libor + interest of 2.9% per annum | Libor + interest of 2.9% per annum | Guarantee from the subsidiary Natura Cosméticos S.A. until December 2021 and Guarantee from the Company from January 2022 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
Find below the movements in the balances of loans, financings and debentures for the six-month periods ending on June 30, 2021 and 2020:
| Company | Consolidated |
Balance as of December 31, 2019 | 2,883,382 | 10,786,374 |
Assumed in a business combination | - | 7,250,735 |
New borrowings and financing | 500,000 | 1,341,538 |
Repayment (a) | (2,326,905) | (2,485,231) |
Recognition of financial charges | 38,363 | 557,122 |
Financial charges payment | (21,678) | (535,568) |
Exchange rate variation (unrealized) | - | 1.105.195 |
Translation effects (other comprehensive income) | - | 2,645,934 |
Balance as of June 30, 2020 | 1,073,162 | 20,666,099 |
| | |
Balance as of December 31, 2020 | 515,966 | 13,822,913 |
New borrowings and financing (b) | - | 6.335.740 |
Repayment (c) | (497,879) | (5.511.859) |
Recognition of financial charges | 7,918 | 348.622 |
Financial charges payment | (26,005) | (426.884) |
Exchange rate variation (unrealized) | - | (493.426) |
Translation effects (other comprehensive income) | - | (33.429) |
Transfers and refiling | - | 100.681 |
Balance as of June 30, 2021 | - | 14.142.358 |
| a) | It mainly refers to the partial optional early redemption of the First Series Commercial Papers in the amount of R$ 1,830 million on January 14 2020. |
| b) | The fundraising carried out within the six-month period ended June 30, 2021 basically refer to the offer carried out by subsidiary Natura Cosméticos S.A. of the notes liked to the sustainability goals in the approximate amount of US$ 1 billion (see note 19.1.v) and the new credit facility in the amount of up to £100 million (one hundred million pounds) obtained by subsidiary The Body Shop (see note 19.1.iii). |
| c) | The amortization carried out in the six-month period ended June 30, 2021 mainly refer to the early redemption of debt securities of subsidiary Natura Cosméticos S.A. (“Notes”) in the amount of US$750,000, carried out in May 2021 (see note 19.1.iv). |
The maturities of the non-current portion of borrowings, financing and debentures liabilities are as follows:
| Consolidated |
| June 30, 2021 | December 31, 2020 |
2022 | 308,564 | 586,002 |
2023 | 2,519,972 | 6,306,782 |
2024 onwards (as of December 31, 2020) | 3,303,824 | 3,124,480 |
2025 onwards | 4,938,150 | - |
Total | 11,070,510 | 10,017,264 |
19.1 Description of the main movements of bank borrowings and financing
i) Debentures
The information regarding the Company’s debentures issued was presented in note 19.1.i) in the financial statements of the Company regarding the year ended December 31, 2020.
The appropriation of costs related to the issuance of debentures for the six-month period ended June 30, 2021 was R$ 1,663 (R$ 3,888 as of December 31, 2020), recorded monthly under financial expenses, in accordance with the effective interest rate method. Issue costs to be appropriated totaled R$ 7,803 as of June 30, 2021 (R$ 9,466 as of December 31, 2020).
ii) Working capital – The Body Shop
On June 30, 2021, subsidiary The Body Shop had a credit facility of up to £ 70 million (seventy million pounds), corresponding to R$ 694,004 (R$500,835 as at December 31, 2020), guaranteed by Natura Cosméticos S.A., which could be withdrawn in installments to meet The Body Shop’s short-term financing needs. This facility was used by the subsidiary during the first quarter of 2020, to reinforce working capital and liquidity (with annual interest payment of Libor + 2%). This facility was paid in March 2021.
On April 23, 2021, subsidiary The Body Shop, contracted a facility agreement with UK Export Finance and HSBC Bank PLC in the amount of £100 million (one hundred million pounds) with guarantee from Company and by its subsidiary (Natura Cosméticos S.A.), which was fully used on June 30, 2021. This facility agreement will be compensated at the libor rate + 2.9% per annum, and it has a term for payment of principal and interest with maturity dates in December 2021, April 2023 and April 2024.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
iii) Notes
The information regarding the issue of debt securities by the Company was presented in note 19.1.iv) in the annual financial statements of the Company regarding the year ended December 31, 2020.
In May 21, 2021, the full optional early redemption of the debt securities of the Company (“Notes”) occurred, which were issued in 2018 by subsidiary Natura Cosméticos S.A. in the amount of US$750,000, and the derivative instruments used for covering the risks were settled.
The appropriation of costs related to the issuance of the its subsidiary Natura Cosméticos S.A debt securities ("Notes") for the six-month period ended June, 30 2021 was R$ 15,587 (R$ 7,194 on December 31, 2020), recorded monthly in the financial expenses item in accordance with the term of the respective issues. On June 30, 2021, there was no balance of issuance costs to appropriate on June 30, 2021, considering the payment of the debt (R$15,587 on December 31, 2020).
iv) ESG debt securities ("Notes")
On May 4, 2021, the subsidiary Natura Cosméticos concluded the offer of the notes linked to the sustainability goals of 4.125% with maturity on May 3, 2028 (“ESG Notes”) in the total principal amount of US$1.0 billion, and these are guaranteed by the Company. For these notes derivative instruments were contracted for foreign exchange rate protection.
Accrued costs related to the issuance of the Company's debt securities ("Notes") for the period ended June 30, 2021 was R$ 2,368, recorded monthly in the financial expenses item in accordance with the term of the respective issues. The balance of issue costs to be appropriated on June 30, 2021 is R$ 101,002.
v) Debt securities (“Notes”) - Avon
The subsidiary Avon has the following issued debt securities (“notes”):
Notes – Avon | Principal (USD) | Principal (R$) | Current interest rate | Maturity |
No guarantee | 461,883 | 2,310,431 | 6.50% | March 15, 2023 |
No guarantee | 216,085 | 1,080,900 | 8.45% | March 15, 2043 |
The effects of allocating fair values from the business combination were added to the notes issued by Avon, which on June, 30 2021 amounted to R$ 394,544 (R$ 449,712 on December 31, 2020).
| 19.2 | Contractual restrictive clauses (covenants) |
The contractual restrictive clauses (covenants) associated with the debt contracts of the Company establish the maintenance of minimum financial indicators resulting from the ratio of the division of the net treasury debt by the EBITDA of the last 12 months, as well as non-financial indicators according to each contract. As of June 30, 2021, and December 31, 2020, the Company was in compliance with such restrictive clauses.
| 20. | TRADE ACCOUNTS PAYABLE AND SUPPLY CHAIN FINANCE |
| Company | Consolidated |
| June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
Domestic trade accounts payables | 6,584 | 4,748 | 4,929,434 | 5,462,377 |
Foreign trade accounts payables (a) | 745 | 4,945 | 794,857 | 1,014,356 |
Subtotal | 7,329 | 9,693 | 5,724,291 | 6,476,733 |
| | | | |
Reverse factoring operations (b) | - | - | 370,053 | 297,472 |
Total | 7,329 | 9,693 | 6,094,344 | 6,774,205 |
| a) | Refer to imports mainly denominated in US dollar, Euro and pounds. |
| b) | The Company has contracts signed with Banco Itaú Unibanco S.A. to directly structure a “supply chain finance”. the operation with the Company’s main suppliers. Further details on these operations are included in note 3.16 of the financial statements of the Company for the year ended December 31, 2020. |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Controlling Company | Consolidated |
| June 30, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 |
ICMS (ordinary) | - | - | 127,491 | 134,165 |
ICMS-ST provision (a) | - | - | 57,095 | 61,521 |
Taxes on invoicing – foreign subsidiaries | - | - | 238,737 | 364,291 |
Withholding tax (IRRF) | - | 828 | 115,829 | 131,368 |
Other taxes payable subsidiaries | - | - | 9,393 | 48,365 |
Income tax on financial transactions | 309 | 468 | 6,139 | 15,943 |
PIS and COFINS payable | 87 | 11,857 | 87 | 11,857 |
INSS and ISS (Tax on Services) | - | - | 35,160 | 32,954 |
Others | 36 | - | 75,451 | 94,357 |
Total | 432 | 13,153 | 665,382 | 894,821 |
| | | | |
Current | 432 | 13,153 | 556,976 | 785,367 |
Non-Current | - | - | 108,406 | 109,454 |
| a) | The Company’s subsidiaries have been discussing the illegality of changes in the state legislation for the payment of ICMS - ST. Part of the amount recorded as tax payable but not yet paid is being discussed in court by the Company’s subsidiaries, and in some cases, the amounts are deposited in court, as mentioned in note 12. |
| 22. | PROVISION FOR TAX, CIVIL AND LABOR RISKS |
The Company is party to administrative and legal proceedings of a tax, labor and civil nature, among others.
The Company’s Managers believe, based on the legal advisors opinion and on information existing until the filling date of these interim accounting information, that the provision for tax, civil, labor risks and other administrative and legal discussions is sufficient to cover any losses, as presented below:
| 22.1 | Contingencies assessed as probable risk of loss |
The changes in tax, civil and labor risks and contingent liabilities is presented below:
| Consolidated |
| Tax | Civil | Labor | Business Combination | Total |
| 06/30/2021 | 06/30/2020 | 06/30/2021 | 06/30/2020 | 06/30/2021 | 06/30/2020 | 06/30/2021 | 06/30/2020 | 06/302021 | 06/30/2020 |
| | | | | | | | | | |
Balance at the beginning of the period | 931,771 | 127,842 | 78,397 | 30,653 | 251,339 | 61,571 | 797,693 | - | 2,059,200 | 220,066 |
Business combination (1) | - | 657,647 | - | 51,263 | - | 164,091 | - | - | - | 873,001 |
Additions | 61,687 | 78,727 | 32,329 | 99,774 | 40,105 | 21,388 | - | - | 134,121 | 199,889 |
Reversals | (35,916) | (29,946) | (21,208) | (24,371) | (16,869) | 1,105 | (12,391) | - | (86,384) | (53,212) |
Payments | (7,103) | (52,412) | (6,782) | (10,703) | (18,579) | (21,470) | 0 | - | (32,464) | (84,585) |
Inflation adjustment | 3,397 | 2,274 | 553 | 2,802 | 4,075 | 3,553 | 24,706 | - | 32,731 | 8,629 |
Exchange rate variation | (27,394) | 92,145 | (2,464) | 31,103 | (3,887) | 26,166 | (18,717) | - | (52,462) | 149,414 |
Transfers | 1,166 | (241) | (487) | (30) | (3,027) | 837 | - | - | (2,348) | 566 |
Balance as of June 30 | 927,608 | 876,036 | 80,338 | 180,491 | 253,157 | 257,241 | 791,291 | - | 2,052,394 | 1,313,768 |
| | | | | | | | | | |
Current | | | | | | | | | 60,659 | 127,825 |
Non-current | | | | | | | | | 1,991,735 | 1,185,943 |
| (1) | Amounts arising from lawsuits with probability of possible and remote loss of tax nature in the amount of R$709,751, labor in the amount of R$54,728 and civil in the amount of R$55,624, measured and recorded at the estimated fair value resulting from the business combination with Avon, in accordance with paragraph 23 of CPC 15/IFRS 3 (Note 4), additionally, the fair value of contingent liabilities includes the liabilities assumed and recognized by Avon before fair value allocation, in the amount of R$872,993. |
| (2) | Balance arising from other obligations of subsidiary Avon, related to reclassifications of processes previously recognized as contingent liabilities to other accounts payable. |
Tax contingencies classified as probable risk of loss mainly involve discussions about the illegality of changes in state laws for ICMS collection. Part of the unpaid amount has been discussed in court by the Company and, in certain cases, the amounts have been deposited in the court, as mentioned in note 12. The provision also includes attorney fees for sponsoring tax proceedings, when applicable.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| 22.1.2 | Civil, commercial and other |
On June 30, 2021, the Company is party to commercial and other civil lawsuits and procedures, mainly related to indemnity claims. Provisions are periodically reviewed based on the progress of processes and the progress of jurisprudence to reflect the best estimate.
The subsidiary Avon International has been named a defendant in numerous personal injury lawsuits filed in U.S. courts, alleging that certain talc products the Avon sold in the past were contaminated with asbestos. Many of these actions involve a number of co-defendants from a variety of different industries, including manufacturers of cosmetics and manufacturers of other products that, unlike the subsidiary Avon’s products, were designed to contain asbestos. On June 30, 2021, there were 129 individual cases pending against the subsidiary Avon. During the six months ended June 30, 2021, 28 new cases were filed, and 8 cases were dismissed, settled, or otherwise resolved. The value of the settlements was not material, either individually or in the aggregate, to the subsidiary Avon’s results of operations for the six-month period ended on June 30, 2021. Additional similar cases arising out of the use of the subsidiary Avon’s talc products are reasonably anticipated.
The Company’s Management believe that the claims asserted against subsidiary Avon in these cases are without merit. To date, subsidiary Avon has not proceeded to trial in any case filed against it and there have been no findings of liability enforceable against the Company. However, nationwide trial results in similar cases filed against other manufacturers of cosmetic talc products have ranged from outright dismissals to very large jury awards of both compensatory and punitive damages.
Given the inherent uncertainties of litigation, it cannot be predicted the outcome of all individual cases pending against the subsidiary Avon, and it is only possible to make a specific estimate for a small number of individual cases that have advanced to the later stages of legal proceedings. For the remaining cases, it was provided an estimate of exposure on an aggregated and ongoing basis, which takes into account the historical outcomes of all cases that were resolved to date. Any accruals currently recorded on the subsidiary Avon’s balance sheet with respect to these cases are not material. However, any adverse outcomes, either in an individual case or in the aggregate, could be material. Future costs to litigate these cases, which are expensed as incurred, are not known but may be significant, though some costs will be covered by insurance.
The Company as of June 30, 2021 are party to labor claims filed by former employees and service providers, mainly related to the payment of severance compensation, overtime, salary premiums and monies owed as a result of join liability and discussion about the recognition of employment relationship. None of these processes is individually relevant. The provision is periodically reviewed based on the progress of lawsuits and history of losses on labor claims to reflect the best estimate.
| 22.2 | Contingencies assessed as possible risk of loss |
The Company’s subsidiaries have contingencies whose expectation of loss assessed by the Company's Management and supported by the legal advisors is classified as possible and, therefore, no provision has been recorded. On June 30, 2021, the contingencies classified as possible loss probability totaled R$ 9,700,882 (R$9,559,551 on December 31, 2020) , of which R$791,291 (R$797,693 on December 31, 2020) were recorded at the estimated fair value resulting from business combinations with Avon Products Inc., shown in the table above).
On June 30, 2021, the tax cases with possible risk of loss amounted to R$8,990,292 (R$9,205,601 on December 31, 2020).
Below are the most relevant tax contingencies related to the following matters:
| a) | Infraction notices in which the Brazilian Federal Revenue Office collects IPI tax debts, for the supposed lack of compliance with the minimum calculation basis, set forth in the legislation, upon the sales transactions directed to interdependent wholesale establishments. Currently, tax assessment notices are pending judgment at the administrative court level. As of June 30, 2021, the total amount under discussion classified as possible loss is R$1,977,632 (R$1,963,984 on December 31, 2020). |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| b) | Lawsuits in which the industrial establishment equivalence is discussed, as provided for in the Decree nº 8,393/2015, which requires IPI in exit operations carried out by interdependent wholesale establishments of the products mentioned in said legal provision. On June 30, 2021, the amount under discussion is R$1,766,402 (R$1,660,532 on December 31, 2020). |
| c) | Administrative and court proceedings discussing the illegality of changes in the state legislation for the payment of ICMS and ICMS - ST. On June 30, 2021, the total amount under discussion is R$1,576,782 (R$ 1,503,657 on December 31, 2020). |
| d) | Infraction notices where the Brazilian Federal Revenue Office collects IRPJ and CSLL tax debts to challenge the tax deductibility of goodwill amortization in the context of a corporate reorganization among related parties. Currently, there is a discussion in the Judiciary regarding the lawfulness of administrative decisions which rejected the motion to clarify, submitted to challenge the dismissed special appeals. On June 30, 2021, the total amount under discussion classified as possible loss is of R$1,403,506 (R$ 1,396,782 on December 31, 2020). |
| e) | Infraction notice in which the State of São Paulo Treasury Office enforces the ICMS-ST collection, was fully collected by the recipient of the goods, the distributor. The process is pending judgment at the administrative court level. On June 30, 2021, total amount under discussion classified as possible loss is of R$532,625 (R$529,660 on December 31, 2020). |
| f) | Infraction notices in which the Brazilian Federal Revenue Service collects IPI tax debts due to disagreement with the tax classification adopted for some products. Judgment of the proceedings is awaited at the administrative level. On June 30, 2021, the total amount under discussion is R$649,881 (R$524,500 on December 30, 2020). |
| 22.2.2 | Civil, commercial and other |
As of June 30, 2021, civil, commercial and other lawsuits with possible losses amount to R$189,102 (R$ 133,302 on December 31, 2020). Which none are relevant.
Below are the most relevant contingencies related to the following matters:
a) Shareholder disputes
On 14 February 2019, a shareholder’s class action complaint was filed in the United States District Court for the Southern District of New York against Avon and certain former officers of Avon. The claim alleges violations of Sections 10 (b) and 20 (a) of the 1934 Securities Exchange Act based on statements that are allegedly false or misleading. During 2020, the parties reached an agreement on a settlement of this class action, including the payment of R$75,352, of which R$10,393 were paid by Avon and the remainder of the agreement was paid by the insurance companies contracted by Avon. On 31 August 2020, the court granted preliminary approval of the settlement, and on 3 February 2021, the court entered an order and judgment granting final approval of the settlement. This is final decision.
On June 30, 2021, the contingencies classified as possible loss probability totaled R$229,389 (R$220,648 on December 31, 2020). No lawsuit is individually significant.
| 22.3 | ICMS base on PIS and Cofins |
The estimated amounts involved in the restitution requests of the PIS and COFINS installments paid with the inclusion of ICMS in their tax bases, not registered until June 30, 2021, are being reviewed by Company’s management, as in May 2021 there was a final favorable decision by Federal Court determining that ICMS is not part of the PIS and COFINS calculation basis, and the decision is valid as of March 15, 2017. Based on preliminary information, the credits to be recognized as a result of this decision are not material for the interim accounting information.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Consolidated |
| June 30, 2021 | December 31, 2020 |
Pension and post-employment healthcare plans (a) | 754,469 | 783,184 |
Deferred revenue from performance obligations with customers (b) | 324,679 | 422,353 |
Provisions for incentives to consultants | 232,524 | 292,034 |
Provisions for operating expenses (marketing / technology, etc.) (c) | 475,669 | 535,276 |
Discontinued operations (d) | 160,737 | 153,140 |
Provision for store renovation | 25,192 | 99,702 |
Crer Para Ver (e) | 81,395 | 75,508 |
Provisions for rentals (f) | 58,791 | 70,598 |
Provision for restructuring (g) | 151,364 | 68,954 |
Long-term incentives (h) | 2,074 | 52,745 |
Provision for apportionment of benefits and partnerships payable | 6,065 | 10,005 |
Other provisions (i) | 182,524 | 373,891 |
Carbon credit | 1,800 | 5,560 |
Exclusivity contract | 1,804 | 3,000 |
Total | 2,459,087 | 2,945,950 |
| | |
Current | 1,528,597 | 1,832,811 |
Non-Current | 930,490 | 1,113,139 |
| a) | As of June 30, 2021, subsidiary Avon's pension and post-retirement plans amounts to R$615,142 and Natura Cosméticos' post-employment healthcare plans amounts to R$139,327 (R$648,990 and R$134,194, respectively, as of December 31, 2020). |
| b) | It refers to the deferred revenue related performance obligations of loyalty programs based on points, sale of gift cards not yet converted into products and programs and events to honor direct selling consultants, of which R$230,029 related to subsidiary Avon and R$94,650 related to subsidiary Natura Cosméticos. |
| c) | It refers to the Company's operating provisions mainly due to spending on provision of technology services, marketing and advertising etc., to comply with the accrual basis. |
| d) | On December 17, 2015, subsidiary Avon entered into agreements resulting in the splitting of operations in the United States, Canada and Puerto Rico. These transactions were terminated on 1 March 2016. As of this date, the contingent liabilities prior to this transaction will be treated as discontinued operations. During the six-month period ended June 30, 2021, subsidiary Avon recorded R$7,965 as administrative expenses related to these discontinued operations (R$48,723 on June 30, 2020). |
| e) | Refers to Social program contribution for developing the quality of education. |
| f) | Refers to the (grace) period granted by lessors for the start of payment of rental of certain retail stores, for rental agreements that were not included in the initial measurement of lease liabilities / right-of-use of the subsidiary The Body Shop, in accordance with the exceptions permitted under IFRS 16 / (CPC 06 (R2)). |
| g) | Provision for costs directly related to the plan for changes in the organizational structure, mainly of subsidiaries Avon and The Body Shop. |
| h) | Refers substantially to the variable remuneration plans for subsidiary Avon executives. |
| i) | Refers to provisions for insurance coverage, indemnities, and long-term contractual obligations. |
Post-employment health care and pension plan
| a) | Defined benefit pension and postretirement plans (Avon) |
The actuarial valuation of defined benefit pension and post-retirement plans is updated annually. The most recent valuation of the plan assets and the present value of the defined benefit obligation was performed on December 31, 2020. The significant information and assumptions used in the most recent valuation were presented in note 24 of the Company’s financial statements for the year ended December 31, 2020.
| b) | Post-employment healthcare plan (Natura Cosméticos) |
The actuarial valuation of the post-employment healthcare plan is updated on an annual basis. The information regarding the most recent evaluation of the post-employment healthcare plan, as well as its significant assumptions and sensitivity analysis, were detailed in the Company's financial statements for the year ended December 31, 2020 in note 24.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
On June 30, 2021, the share capital of the Company is of R$12,473,615, composed of 1,379,035,789 subscribed common shares without par value (R$12,377,999 composed of 1,375,158,636 subscribed common shares without par value on December 31, 2020).
| 24.2 | Dividend and interest on equity payment policy |
The information regarding the Company’s policy for the distribution of dividends and interest on shareholders' equity was presented in note 25.2 of the Company’s financial statements for the year ended December 31, 2020.
On June 30, 2021, item “Treasury shares” has the following composition:
| Number of shares | R$ (in thousands) | Average price per share - R$ |
Balance on December 31, 2020 | 316,701 | 11,667 | 38.04 |
Used | (746,502) | (34,042) | 46.03 |
Acquisition | 631,358 | 32,091 | 50.83 |
Balance on June 30, 2021 | 201,557 | 9,716 | 46.64 |
The minimum and maximum cost of the balance of treasury shares on June 30, 2021 are R$ 25.00 and R$ 52.44, respectively.
The acquisition of the subsidiary Avon resulted in the issuance of Company shares for the total subscription amount of R$13,274,894. Of this total, the amount of R$3,397,746 were allocated to the capital stock account and the rest, in the amount of R$9,877,148 were allocated to the Company's capital reserve. This share merger was approved at a meeting of the Board of Directors on January 3, 2020.
The capital reserve amounted to R$10,468,051 as of June 30, 2021 (R$11,052,135 as of December 31, 2020).
On June 30, 2020, the profit reserve increased by R$12,966, due to: (I) increase of R$28,779 due to the effects of CPC 42 (IAS 29) applied to the balances as of June 30, 2021 and (ii) decrease of R$ 15,813 regarding the exercise of stock option plans and restricted shares.
The profit reserve balance as at June 30, 2021 amounted to R$19,830 (R$6,864 as of December 31, 2020).
| 24.6 | Other comprehensive income |
The information regarding the Company’s other comprehensive income was presented in note 25.6 of the Company’s financial statements for the year ended December 31, 2020.
There was no change in the composition of the operating segments and information by geographic area in relation to that disclosed in the financial statements for the year ended December 31, 2020.
Net revenue by segment is as follows in the six-month period ending on June 30, 2021:
| Ø | Avon International – 24% |
| Ø | Aesop International – 6% |
The following tables summarizes the financial information related to the six-month periods ended June 30, 2021 and 2020 and the year ended December 31, 2020.
| June 30, 2021 |
| Reconciliation to net profit (loss) for the period |
| Net Revenue | Performance assessed by the Company | Depreciation and amortization | Financial income | Financial expenses | Income tax | Net income (loss) |
Natura &Co Latam | 10,719,616 | 1,105,320 | (429,158) | 1,975,340 | (2,220,548) | (249,659) | 181,293 |
Avon International | 4,567,478 | (98,188) | (440,514) | 254,639 | (371,712) | 875,406 | 219,631 |
TBS International | 2,537,296 | 347,734 | (380,313) | 25,461 | (58,452) | (199,286) | (264,856) |
Aesop International | 1,147,849 | 274,188 | (145,278) | 4,083 | (26,879) | (32,189) | 73,920 |
Corporate expenses | - | (162,038) | - | 4,390 | (19,729) | 43,074 | (134,302) |
Consolidated | 18,972,239 | 1,467,016 | (1,395,263) | 2,263,913 | (2,697,320) | 437,346 | 75,686 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| June 30, 2020 |
| Reconciliation to net profit (loss) for the period |
| Net Revenue | Performance assessed by the Company | Depreciation and amortization | Financial income | Financial expense | Income tax | Net income (loss) |
Natura &Co Latam | 8,138,082 | 680,802 | (458,872) | 1,749,654 | (1,932,291) | (207,473) | (168,179) |
Avon International | 3,771,535 | 40,361 | (390,836) | 356,290 | (676,915) | (12,223) | (683,323) |
TBS International | 1,872,436 | 278,581 | (356,197) | 43,491 | (75,346) | (57,290) | (166,761) |
Aesop International | 723,121 | 180,574 | (123,813) | 10,403 | (28,729) | (10,018) | 28,416 |
Corporate expenses | - | (431,830) | - | 65,884 | (8,577) | 147,348 | (227,175) |
Consolidated | 14,505,174 | 748,488 | (1,329,718) | 2,225,722 | (2,721,858) | (139,656) | (1,217,022) |
| June 30, 2021 | December 31, 2020 |
| Non-current assets | Total assets | Current liabilities | Non-current liabilities | Non-current assets | Total assets | Current liabilities | Non-current liabilities |
Natura &Co Latam | 16,290,501 | 28,541,130 | 9,522,496 | 9,705,716 | 20,228,016 | 30,706,123 | 9,349,461 | 9,060,600 |
Avon International | 14,221,362 | 17,535,868 | 2,819,546 | 5,208,724 | 12,486,733 | 16,036,743 | 3,467,099 | 5,625,774 |
TBS International | 7,440,847 | 9,823,327 | 1,639,382 | 2,298,785 | 7,821,884 | 10,474,191 | 2,291,459 | 1,812,991 |
Aesop International | 1,302,285 | 2,100,295 | 465,742 | 587,567 | 1,395,628 | 2,148,869 | 488,662 | 618,531 |
Corporate expenses | - | 601,884 | 23,983 | 2,136 | 250,516 | 1,551,671 | 562,905 | 253,007 |
Consolidated | 39,254,995 | 58,602,504 | 14,471,149 | 17,802,928 | 42,182,777 | 60,917,597 | 16,159,586 | 17,370,903 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| 25.2 | Net income and non-current assets by geographic region |
| Net income | Non-current assets |
June 30, 2021 | June 30, 2020 | June 30, 2021 | December 31, 2020 |
Asia | 1,822,314 | 1,110,371 | 876,381 | 768,878 |
North America | 3,040,356 | 2,032,959 | 6,021,016 | 5,939,728 |
Mexico | 1,981,016 | 1,328,100 | 3,360,887 | 3,263,833 |
Others | 1,059,340 | 704,859 | 2,660,129 | 2,675,896 |
South America | 8,190,842 | 6,485,785 | 12,501,663 | 14,810,020 |
Brazil | 4,995,152 | 4,533,315 | 10,421,699 | 12,159,245 |
Argentina | 1,196,450 | 690,221 | 918,517 | 1,041,392 |
Others | 1,999,240 | 1,262,249 | 1,161,447 | 1,609,383 |
Europe, Middle East and Africa (EMEA) | 5,565,605 | 4,627,041 | 18,908,164 | 19,615,198 |
United Kingdom | 1,993,899 | 1,536,960 | 13,240,393 | 17,059,017 |
Others | 3,571,706 | 3,090,081 | 5,667,771 | 2,556,181 |
Oceania | 353,122 | 249,018 | 947,771 | 1,048,953 |
Consolidated | 18,972,239 | 14,505,174 | 39,254,995 | 42,182,777 |
No individual or aggregate customer (economic group) represents more than 10% of the Company's revenues.
| Consolidated |
Gross revenues: | June 30, 2021 | June 30, 2020 |
Domestic market | 6,882,022 | 6,317,607 |
Foreign market | 17,169,278 | 12,274,126 |
Other sales | 240,969 | 242,336 |
Subtotal | 24,292,269 | 18,834,069 |
| | |
Returns and cancellations | (295,803) | (270,994) |
Commercial discounts and rebates | (469,500) | (409,895) |
Taxes on sales | (4,554,727) | (3,648,006) |
Subtotal | (5,320,030) | (4,328,895) |
Total net revenues | 18,972,239 | 14,505,174 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| 27. | OPERATING EXPENSES AND COST SALES |
| Company | Consolidated |
Breakdown by function | June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 |
Cost of sales | - | - | 6,640,754 | 5,254,229 |
Selling, marketing and logistics expenses | - | - | 8,052,836 | 6,448,997 |
Administrative, R&D, IT and project expenses | 58,181 | 23,970 | 3,444,017 | 2,603,635 |
Total | 58,181 | 23,970 | 18,137,607 | 14,306,861 |
| | | | |
Breakdown by nature | | | | |
Cost of sales | - | - | 6,640,754 | 5,254,229 |
Raw material/packaging material/resale | - | - | 5,977,025 | 4,365,991 |
Employee benefits expense (note 28) | - | - | 280,895 | 285,508 |
Depreciation and amortization | - | - | 122,779 | 98,639 |
Other | - | - | 260,055 | 504,091 |
| | | | |
Selling, marketing and logistics expenses | - | - | 8,052,836 | 6,448,997 |
Logistics costs | - | - | 1,299,772 | 1,063,015 |
Employee benefits expense (note 28) | - | - | 2,251,100 | 1,839,299 |
Marketing, sales force and other selling expenses | - | - | 3,821,766 | 2,884,442 |
Depreciation and amortization | - | - | 680,198 | 662,241 |
| | | | |
Administrative, R&D, IT and project expenses | 58,181 | 23,970 | 3,444,017 | 2,603,635 |
Innovation expenses | - | - | 138,284 | 115,977 |
Employee benefits expense (note 28) | 50,720 | 20,908 | 1,535,735 | 1,031,894 |
Other administrative expenses | 7,461 | 3,062 | 1,177,712 | 886,926 |
Depreciation and amortization | - | - | 592,286 | 568,838 |
| | | | |
Total | 58,181 | 23,970 | 18.137.607 | 14,306,861 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| Controlling Company | Consolidated |
| June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 |
Payroll, profit sharing and bonuses | 24,115 | 11,629 | 2,983,918 | 2,312,050 |
Supplementary Pension Plan | - | - | 122,227 | 89,581 |
Share-based payments | 14,875 | 4,131 | 131,776 | 76,387 |
Charges on restricted shares | 5,583 | 2,381 | 33,254 | 11,475 |
Medical care, food, and other benefits | 984 | - | 321,545 | 291,956 |
Charges, taxes and social contributions | 760 | 74 | 377,559 | 284,248 |
INSS - Brazilian Social Security Institute | 4,403 | 2,693 | 97,451 | 91,004 |
Total | 50,720 | 20,908 | 4,067,730 | 3,156,701 |
The information regarding the Company’s share-based payments was presented in note 29 of the Company’s financial statements for the year ended December 31, 2020.
The variations in the number of outstanding stock options and their related weighted-average prices, as well as variations in the number of restricted stocks are as follows:
| Stock Option Plan and Strategy Acceleration Plan |
| Options (thousands) |
Balance on December 31, 2020 | 17,245 |
Granted | 1,100 |
Exercised | (3,301) |
Balance on June 30, 2021 | 15,044 |
| Restricted shares (thousands) | Performance shares (thousands) |
Balance on December 31, 2020 | 6,960 | 3,808 |
Granted | 3,358 | 3,365 |
Canceled | (5) | |
Exercised | (4,636) | - |
Balance on June 31, 2021 | 5,677 | 7,173 |
The expense related to the fair value of the restricted options and shares, including the charges related to the restricted shares, recognized in the three-month period ended June 30, 2021, according to the elapsed period for the acquisition of the right to exercise the restricted options and shares, amounted to R$20,458 and R$165,030 on the controlling company and consolidated (R$6,512 and R$87,862 as of June 30, 2020), respectively.
The options to purchase outstanding stock and restricted stock at the end of the six-month period ended June 30, 2021 have the following maturity dates and exercise prices:
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
As of June 30, 2021 -Share purchase option
Grant date | Conditions for acquisition of a right as from the grant date | Exercise price (R$) | Fair value (R$) | Existing options (thousands) | Remaining contractual life (years) | Exercisable options (thousands) |
March 17, 2014 | 4 years of service | 27.14 | 4.27 | 82 | 0.6 | 82 |
March 16, 2015 | 2 to 4 years of service | 13.47 | 4.85 to 5.29 | 139 | 1.7 | 139 |
July 28, 2015 (Strategy acceleration) | 4 to 5 years of service | 12.77 | 6.20 to 6.23 | 495 | 2.1 | 495 |
March 15, 2016 | 2 to 4 years of service | 12.71 | 7.16 to 7.43 | 106 | 2.7 | 106 |
July 11, 2016 (Strategy acceleration) | 4 to 5 years of service | 11.28 | 6.84 to 6.89 | 1,925 | 3.1 | 1,925 |
March 10, 2017 | 2 to 4 years of service | 12.46 | 6.65 to 6.68 | 433 | 3.7 | 433 |
March 10, 2017 (Strategy acceleration) | 4 to 5 years of service | 12.46 | 6.87 to 6.89 | 2,000 | 3.7 | 895 |
March 12, 2018 | 2 to 4 years of service | 16.83 | 7.96 to 8.21 | 1,563 | 4.8 | 953 |
March 12, 2018 (Strategy acceleration) | 3 to 5 years of service | 12.04 to 16.83 | 8.21 to 9.67 | 3,800 | 4.8 | 950 |
April 12, 2019 | 3 to 4 years of service | 23.41 | 11.71 to 11.82 | 1,501 | 5.9 | 411 |
April 12, 2019 (Strategy acceleration) | 4 to 5 years of service | 23.41 | 11.51 to 11.71 | 1,900 | 5.9 | - |
March 31, 2021 | 4 to 5 years of service | 48.98 | 29,45 | 1,100 | 9.9 | - |
| | | | 15,044 | | 6,389 |
As of June 30, 2021 - restricted shares
Grant date | Conditions for acquisition of a right as from the grant date | Existing shares (thousands) | Fair value (R$) | Remaining contractual life (years) |
March 12, 2018 – Plan I | 2 to 4 years of service | 236 | 15.18 to 15.9 | 0.7 |
August 12, 2018 – Extraordinary Plan VI | 2 to 4 years of service | 25 | 12.24 to 13.13 | 1.1 |
April 12, 2019 – Plan I | 2 to 4 years of service | 534 | 21.62 to 22.53 | 1.8 |
April 12, 2019 – Plan II | 1 to 3 years of service | 156 | 22.14 to 22.85 | 1.8 |
March 27, 2020 – Co-Investment Plan | 1 to 3 years of service | 1,368 | 29 | 1.8 |
March 31, 2021 | 1 to 3 years of service | 3,358 | 49.89 | 2.8 |
| | 5,677 | | |
On June 30, 2021 – Performance shares
Grant date | Right acquisition conditions | Existing shares (thousands)¹ | Fair value (R$) | Remaining contractual life (years) | Shares not delivered (thousands) |
May 21, 2019 | From 3 to 4 years of service as from the grant date and if the performance conditions are met | 569 | 23.10 to 45.70 | 1.7 | 569 |
September 29, 2020 | 3 to 4 years of service | 3,239 | 73.46 | 3,3 | 3,239 |
March 31, 2021 | 3 to 4 years of service | 3,365 | 50.89 | 3,8 | 3,365 |
| | 7,173 | | | 7,173 |
As of June 30, 2021, the market price was R$56,74 (R$39,90 as of June 30, 2020) per share.
| 28.2 | Employee benefit plans. |
The Company and some of its subsidiaries grant defined contribution retirement plans to eligible employees and, through some of their subsidiaries abroad, grant defined benefit plans to employees that are eligible.
The information regarding the benefit plans to employees were presented in note 29.3 of the Company’s financial statements for the year ended December 31, 2020.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
| 29. | FINANCE INCOME (EXPENSES) |
| Company | Consolidated |
| June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 |
FINANCIAL INCOME: | | | | |
Interest on short-term investments | 9,065 | 13,450 | 97,329 | 74,306 |
Earnings on monetary and exchange rate variations | 2,118 | - | 1,261,948 | 382,226 |
Earnings on swap and forward transactions | - | - | 848,351 | 1,634,968 |
Earnings on market value adjustment of swap and forward derivatives | - | - | 12,307 | 3,020 |
Reversal of the monetary adjustment of the provision for tax risks and tax obligations | - | - | - | 42,378 |
Hyperinflationary economy adjustment (Argentina) | - | - | 44,462 | 12,581 |
Debt structuring revenues for acquisition of Avon | - | 52,434 | - | 52,434 |
Other financial income | - | - | - | 23,809 |
Subtotal | 11,183 | 65,884 | 2,264,397 | 2,225,722 |
FINANCIAL EXPENSES: | | | | |
Interest on financing (*) | (7,918) | (4,757) | (348,622) | (463,779) |
Interest on leases | - | - | (106,045) | (119,398) |
Losses on monetary and exchange rate variations (*) | (333) | - | (906,019) | (1,605,350) |
Losses on swap and forward transactions | - | - | (1,022,156) | (431,567) |
Losses on market value adjustment of swap and forward derivatives | - | - | (7,964) | (5,170) |
Adjustment of provision for tax, civil and labor risks and tax liabilities | - | - | (25,863) | (6,410) |
Appropriation of funding costs (debentures and notes) | - | - | (18,387) | (5,653) |
Interest on pension plan | - | - | (6,336) | (15,512) |
Hyperinflationary economy adjustment (Argentina) | - | - | (19,282) | (5,556) |
Other financial expenses | (6,210) | (3,821) | (237,130) | (63,463) |
Subtotal | (14,461) | (8,578) | (2,697,804) | (2,721,858) |
Financial income (expenses), net | (3,278) | 57,306 | (433,407) | (496,136) |
(*) From the original amounts presented as of June 30, 2020, R$75.892 were reclassified between lines to give a better disclosure between financial income and financial expenses. Note that this reclassification does not impact the final amount presented as net financial revenue/expenses.
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
The objective of the breakdowns below is to explain more clearly the foreign exchange hedging transactions contracted by the Company and the related balancing items in the income statement shown in the previous table:
| Company | Consolidated |
| June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 |
(a) Earnings on monetary and exchange rate variations | 2,118 | - | 1,261,948 | 382,226 |
Earnings on exchange rate variation on borrowings | - | - | 815,725 | (393) |
Exchange rate variation on imports | - | - | 24,705 | 15,746 |
Exchange rate variation on export receivables | 2,118 | - | 52,052 | 46,580 |
Exchange rate variation on accounts payable to subsidiaries abroad | - | - | 193,072 | 183,468 |
Exchange variations of bank accounts in foreign currency | - | - | 176,394 | 136,825 |
| | | | |
(b) Losses on monetary and exchange rate variations | (333) | - | (906,019) | (1,605,350) |
Losses on exchange rate variation on borrowings (i) | - | - | (461,840) | (1,165,572) |
Exchange rate variation on imports | - | - | (17,652) | (43,774) |
Exchange rate variation on export receivables | (333) | - | (68,695) | (7,901) |
Exchange rate variation on accounts payable to subsidiaries abroad | - | - | (171,456) | (192,414) |
Monetary variations on borrowings and financing | - | - | (186,376) | (195,689) |
| | - | | |
(c) Earnings on swap and forward transactions | - | - | 848,351 | 1,634,968 |
Revenue from swap exchange coupons (II) | - | - | 423,622 | 203,872 |
Gains from exchange variations on swap instruments (II) | - | - | 424,729 | 1,431,096 |
| | - | | |
(d) Losses on swap and forward transactions | - | - | (1,022,156) | (431,567) |
Losses on exchange rate variation on swap instruments (ii) | - | - | (763,810) | (240,172) |
Financial costs of swap instruments (ii) | - | - | (258,346) | (191,395) |
(i) Refer to comment (a) described above with the financial results reclassification.
(ii) From the original amounts presented as of June 30, 2020, were reclassified R$ 91,782 and R$ 234,190 between gain and losses on swaps and forward transactions. This reclassification does not impact the total and subtotal lines of this breakdown.
| 30. | OTHER OPERATING INCOME (EXPENSES), NET |
| Company | Consolidated |
| June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 |
Other operating income, net | | | | |
Result on write-off of property, plant and equipment | - | - | 10,154 | 8,620 |
ICMS-ST (a) | - | - | 10,461 | 14,345 |
Tax contingencies | - | - | 563 | 101,473 |
Other operating income | - | - | 50,263 | 7,764 |
Total other operating income | - | - | 71,441 | 132,202 |
| | | | |
Other operating expenses, net | | | | |
Crer para Ver (b) | - | - | (21,842) | (19,720) |
Expenses with the sale of customers portfolio | - | - | (7,557) | (2,967) |
Expenses related to the acquisition of Avon | - | (166,416) | - | (304,057) |
Transformation and integration plan (c) | - | - | (308,564) | (79,558) |
Tax contingencies | - | - | - | (3,774) |
Other operating expenses | - | (11,432) | (38,197) | - |
Total other operating expenses | - | (177,848) | (376,160) | (410,076) |
Other operating income (expenses), net | - | (177,848) | (304,719) | (277,874) |
| a) | Refers to the requirement of ICMS tax substitution, for different Federal States (details in note 22). During 2020 fiscal year, provisions were reversed due to the revision of the likelihood of loss of certain States. |
| b) | Allocation of operating profit from sales of “Crer para Ver” line of non-cosmetic products to Natura Institute, specifically directed to social projects for developing the quality of education. |
| c) | Expenses related to the implementation of the transformation plan of The Body Shop and the integration of subsidiary Avon Products Inc., which is supported by five pillars, namely: (1) making the brand younger; (2) optimizing the retail and direct sale operations; (3) improving the omni-channel; (4) improving operational efficiency; and (5) redesigning the organization. |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
The basic earnings per share are calculated by dividing the profit (loss) attributable to holders of Company by weighted average number of ordinary shares outstanding, excluding common shares purchased by the Company and held as treasury shares.
| Consolidated |
| June 30, 2021 |
Net income (loss) attributable to controlling shareholders of the Company | 79,675 |
Weighted average of the number of issued common shares | 1,376,405,009 |
Weighted average of the number of outstanding common shares | 1,375,596,681 |
Basic earnings per share – R$ | 0.0579 |
| |
| Consolidated |
| June 30, 2021 |
Net income (loss) attributable to controlling shareholders of the Company | 79,675 |
Weighted average of the number of issued common shares | 1,375,596,681 |
Weighted average of the number of outstanding common shares | 1,387,187,181 |
Diluted earnings per share – R$ | 0.0574 |
| 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. | Receivables and payables with related parties |
The Company had transactions with related parties recognized as presented below:
| Company |
| June 30, 2021 | December 31, 2020 |
Current Assets: | | |
Natura Cosméticos S.A. (a) | - | 108,953 |
Natura Cosméticos S.A. – Argentina (b) | 1,800 | 1,870 |
The Body Shop International (b) | 2,396 | 2,490 |
Aesop HK (b) | 290 | 300 |
Aesop UK (b) | 1,842 | 1,913 |
Aesop USA (b) | 266 | 276 |
Emeis Cosmetics (b) | 144 | 150 |
Total current cssets | 6,738 | 115,952 |
Current Liabilities: | | |
Natura Cosméticos S.A. (b) | 11,255 | 5,673 |
Indústria e Comércio de Cosméticos Natura Ltda. (b) | 296 | 1,521 |
Natura Biosphera (b) | 88 | - |
Total current liabilities | 11,639 | 7,194 |
| a) | Refers to interest on equity. |
| b) | Pertains to the allocation of expenses related to the stock option and restricted stock plans. |
| 32.2. | Transactions with related parties |
In the year ended on December 31, 2020, the Company reimbursed the amount of R$148,274 of expenses regarding the transaction costs for the acquisition of Avon Products Inc., paid by its subsidiary Natura Cosméticos. This reimbursement was registered in the profit or loss line item “Other revenues (expenses)”. For the other transactions, they were not carried forward as income statement, as they refer to the transfer of expenses related to stock option plans and restricted shares. In the six-month period as of June 30, 2021, there were no additional repayments.
The Company has a structure of internal controls to support the identification, monitoring and approving of transactions between Related Parties.
| 32.3. | Transactions with uncontrolled and unconsolidated related parties |
Instituto Natura is one of the shareholders of the Essential Investment Fund and, on June 30, 2021, its balance corresponded to R$4,573 (R$3,414 as of December 31, 2020).
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
On June 5, 2012, an agreement was entered into between Indústria e Comércio de Cosméticos Natura Ltda. and Bres Itupeva Empreendimentos Imobiliários Ltda., (“Bres Itupeva”), for the construction and lease of processing, storage and distribution of merchandise (HUB) in the city of Itupeva/SP. In 2019, Bres Itupeva granted its credits to BRC Securitizadora S/A, to which Natura makes monthly payments. Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos, members of the Company's control block, indirectly control Bres Itupeva. The amount involved in the transaction is recorded under item “Right of Use” of "Buildings" in the amount of R$65,502 (R$39,346 under item "Buildings" of Property, Plant and Equipment, on December 31, 2020) and in the six-month period ended on June 30, 2021, the total amount paid as rent was R$7,071 (R$13,086 for the year ended on December 31, 2020).
The subsidiary Natura Cosmeticos and Raia Drogasil S.A. entered into a purchase and sale agreement and other covenants to allow the sale of products in the Raia and Drogasil chain. Messrs. Guilherme Peirão Leal and Pedro Luiz Barreiros Passos, Co-Chairmen of thev Board of Directors of the Company and shareholders members of the controlling block of Natura &Co, Company’s parent, indirectly hold an equity interest in Raia Drogasil S.A. This contract was finalized during the year of 2020.
In the six-month period ended on June 30, 2021, the Company and its subsidiaries transferred to Instituto Natura as a donation associated with the net result of sales of the Natura Crer Para Ver product line in the amount of R$19,000 (R$21,000 on June 30, 2020).
On January 8, 2021, a transaction was carried out between related parties and the subsidiary, as lessee and owner, Natura Cosméticos, and the subsidiary Indústria e Comércio de Cosméticos Natura Ltda. and the Company, as guarantors and a special purpose company (Bresco IX) indirectly held by Messrs. Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos, as lessor and surface-right owner (Co-Chairmen of the Board of Directors of the Company and shareholders belonging to the controlling block of Natura &Co, the Company's parent).
This transaction was entered into with the aim of expanding the Company's distribution network and increasing its logistical efficiency through the installation of a new distribution center in the State of Alagoas.
On May 12, 2021, the subsidiary Natura Cosméticos entered into a transaction 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-chairs of the Company's Board of Directors and shareholders that are members of the Company's controlling block). This transaction had the purpose to aim of maintaining the Company's distribution center activities in the city of Canoas, State of Rio Grande do Sul.
| 32.4. | Key management personnel compensation |
The total compensation of the key personnel of the Company’s Management is as follows:
| June 30, 2021 | June 30, 2020 |
| Yield | Yield |
| Fixed | Variable | Total | Fixed | Variable | Total |
| (a) | (b) | (a) | (b) |
Board of Directors | 7,436 | 5,501 | 12,937 | 7,591 | 20,619 | 28,210 |
Executive Board | 26,730 | 30,418 | 57,148 | 22,661 | 39,574 | 62,235 |
| 34,166 | 35,919 | 70,085 | 30,252 | 60,193 | 90,445 |
| a) | The item “Executive Board” includes the amount of R$510 about to amortization of the six-month period ending on June 30, 2020, of the Confidentiality and Non-Compete Agreement (“Agreement”). There was no amortization in the six-month period ending on June 30, 2021, as the amortization was concluded in 2020. |
| b) | Refers to profit sharing regarding the Restricted Stock Plan and Strategy Acceleration Program, including charges, as applicable, to be determined in the year. The amounts include additions to and/or reversals of provisions made in the previous year, due to final assessment of the targets determined to the board members and officers, statutory and non-statutory, in relation to profit sharing. |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
In the normal course of their business, the Company signed contracts with third parties for the acquisition of raw materials, production goods, transportation and storage services and electricity to supply their operating activities.
The commitments assumed as of June 30, 2021 and December 31, 2020, according to the signed contracts, are shown below:
| Consolidated |
| June 30, 2021 | December 31, 2020 |
Up to one year | 1,393,456 | 1,413,904 |
One to five years | 850,503 | 872,767 |
Above five years | 11,266 | 13,223 |
Total | 2,255,225 | 2,299,894 |
![](https://capedge.com/proxy/6-K/0000950103-21-012271/image_002.jpg)
NATURA &CO HOLDING S.A.
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
(Amounts in thousands of Reais - R$, except as mentioned otherwise)
The Company has in place an insurance policy that considers principally risk concentration and materiality, taking into consideration the nature of its activities and the guidance of its insurance advisors. As of June 30, 2021, insurance coverage is as follows:
Item | Type of coverage | Amount insured |
June 30, 2021 | December 31, 2020 |
Industrial complex and administrative sites | Any material damages to buildings, facilities, inventories, and machinery and equipment | 5,501,481 | 5,658,558 |
Vehicles | Fire, theft and collision for vehicles insured by the Company | 240,433 | 258,416 |
Loss of profits | Loss of profits due to material damages to facilities, buildings and production machinery and equipment | 1,894,813 | 1,894,813 |
Transport | Damages to products in transit. | 93,,692 | 97,934 |
Civil liability | Protection against errors or complaints in the exercise of professional activity that affect third parties | 2,226,159 | 2,326,621 |
Environmental liability | Protection against environmental accidents that may result in environmental lawsuits | 30,000 | 30,000 |
| 35. | ADDITIONAL INFORMATION TO THE CASH FLOW STATEMENTS |
The following table presents additional information on transactions related to the cash flow statement:
| Controlling Company | Consolidated |
| June 30, 2021 | June 30, 2020 | June 30, 2021 | June 30, 2020 |
Non-cash items | | | | |
Hedge accounting, net of tax effects | - | - | (160,353) | 153,114 |
Net effect of the additions to the property, plant and equipment/intangible assets not yet paid | - | - | 211,320 | 46,778 |
Consideration for acquisition of subsidiary | - | 13,366 | - | - |