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 2023
Commission File Number: 001-39169
Natura &Co Holding S.A.
(Exact name of registrant as specified in its charter)
Avenida Alexandre Colares, No. 1188, Sala A17-Bloco A
Parque Anhanguera
São Paulo, São Paulo 05106-000, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40‑F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
| Individual and Consolidated Interim Accounting Information (ITR) For the six-month period ended June 30, 2023 Independent Auditor’s Report |
www.pwc.com.br
|
Natura &Co Holding S.A. Parent company and consolidated interim financial statements at 30 June 2023 and report on review |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/imgf2ff5a55ed3c4ac69fe0.jpg)
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/imgf2ff5a55ed3c4ac69fe0.jpg)
(A free translation of the original in Portuguese)
Report on review of parent company and
consolidated interim financial statements
To the Board of Directors and Stockholders
Natura &Co Holding S.A.
Introduction
We have reviewed the accompanying interim statement of financial position of Natura &Co Holding S.A. ("Company") as at 30 June 2023 and the related statements of profit or loss and comprehensive income for the quarter and six-month period then ended, and the statements of changes in shareholders’ equity and cash flows for the six-month period then ended, as well as the accompanying consolidated interim statement of financial position of Natura &Co Holding S.A. and its subsidiaries ("Consolidated") as at 30 June 2023 and the related consolidated statements of profit or loss and comprehensive income for the quarter and six-month period then ended, and the consolidated statements of changes in shareholders’ equity and cash flows for the six-month period then ended, and explanatory notes.
Management is responsible for the preparation and fair presentation of these parent company and consolidated interim financial statements in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and International Accounting Standard (IAS) 34 - Interim Financial Reporting, of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these interim financial statements based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
| PricewaterhouseCoopers Auditores Independentes, Avenida Brigadeiro Faria Lima, 3732, 16º andar, partes 1 e 6, Edifício Adalmiro Dellape Baptista B32, Itaim Bibi, São Paulo - SP, CEP 04538-132,T: (11) 3674-2000, F: (11) 3674-2000, www.pwc.com.br |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/imgf2ff5a55ed3c4ac69fe0.jpg)
Natura &Co Holding S.A.
Conclusion on the interim information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated interim financial statements referred to above do not present fairly, in all material respects, the financial position of Natura &Co Holding S.A. and of Natura &Co Holding S.A. and its subsidiaries as at 30 June 2023, and the parent company financial performance for the quarter and six-month period then ended and its cash flows for the six-month period then ended, as well as the consolidated financial performance for the quarter and six-month period then ended and the consolidated cash flows for the six-month period then ended, in accordance with CPC 21 and IAS 34.
Other matters
Statement of value added
The interim financial statements referred to above include the parent company and consolidated statements of value added for the six-month period ended 30 June 2023. These statements are the responsibility of the Company's management and are presented as supplementary information. These statements have been subjected to review procedures performed together with the review of the interim financial statements for the purpose concluding whether they are reconciled with the interim financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that these statements of value added have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and that they are consistent with the parent company and consolidated interim financial statements taken as a whole.
São Paulo, 14 August 2023
PricewaterhouseCoopers
Auditores Independentes Ltda.
CRC 2SP000160/O-5
Leandro Mauro Ardito
Contador CRC 1SP188307/O-0
NATURA &CO HOLDING S.A.
STATEMENT OF FINANCIAL POSITION AS OF JUNE 30, 2022 AND DECEMBER 31, 2022
(In thousands of Brazilian reais - R$)
|
| Note | | Parent | | Consolidated | | | Note | | Parent | | Consolidated |
ASSETS | | June 30, 2023 | December 31, 2022 | | June 30, 2023 | December 31, 2022 | | LIABILITIES AND SHAREHOLDERS' EQUITY | | June 30, 2023 | December 31, 2022 | | June 30, 2023 | December 31, 2022 |
| | | | | | | | | | | | | | | | |
CURRENT | | | | | | | | | CURRENT | | | | | | | |
Cash and cash equivalents | 6 | | 230 | 5,566 | | 2,275,058 | 4,195,713 | | Borrowings, financing and debentures | 19 | | - | - | | 362,680 | 331,151 |
Short-term investments | 7 | | 3,944 | 24,264 | | 1,180,429 | 1,800,439 | | Lease | 18 | | 221 | 193 | | 607,555 | 878,448 |
Trade accounts receivable | 8 | | - | - | | 3,452,644 | 3,502,399 | | Trade accounts payable and reverse factoring operations | 20 | | 13,319 | 6,451 | | 5,648,892 | 6,375,930 |
Trade accounts receivable - Related parties | 32 | | 65,392 | 66,329 | | - | - | | Trade accounts payable - Related parties | 32 | | 89,403 | 64,576 | | - | - |
Inventories | 9 | | - | - | | 4,207,367 | 4,516,874 | | Dividends and interest on shareholders' equity payable | 24 | | 244 | 260 | | 244 | 260 |
Recoverable taxes | 10 | | 34,466 | 38,902 | | 1,275,200 | 911,410 | | Payroll, profit sharing and social charges | 0 | | 19,612 | 51,485 | | 941,267 | 1,276,977 |
Income tax and social contribution | | | - | - | | 194,811 | 196,143 | | Tax liabilities | 21 | | 13,369 | 12,191 | | 607,063 | 828,125 |
Derivative financial instruments | | | - | - | | 267,970 | 235,114 | | Income tax and social contribution | 0 | | - | - | | 173,612 | 70,294 |
Other current assets | 14 | | 10,231 | 13,562 | | 691,624 | 763,384 | | Derivative financial instruments | 5 | | - | - | | 848,587 | 1,613,968 |
| | | 114,263 | 148,623 | | 13,545,103 | 16,121,476 | | Provision for tax, civil and labor risks | 22 | | - | - | | 419,114 | 463,655 |
| | | | | | | | | Other current liabilities | 23 | | 16,042 | 23,113 | | 1,096,180 | 1,499,060 |
Assets held for sale | 13 and 36 | | - | - | | 2,726,572 | 51 | | | | | 152,210 | 158,269 | | 10,705,194 | 13,337,868 |
Total current assets | | | 114,263 | 148,623 | | 16,271,675 | 16,121,527 | | | | | | | | | |
| | | | | | | | | Liabilities related to non-current assets held for sale | | | - | - | | 1,246,942 | - |
NON-CURRENT | | | | | | | | | Total current liabilities | | | 152,210 | 158,269 | | 11,952,136 | 13,337,868 |
Recoverable taxes | 10 | | - | - | | 909,013 | 1,356,868 | | | | | | | | | |
Deferred income tax and social contribution | 11 | | 93,169 | 150,167 | | 3,398,969 | 3,519,515 | | NON-CURRENT | | | | | | | |
Judicial deposits | 12 | | - | - | | 397,901 | 457,550 | | Borrowings, financing and debentures | 19 | | - | - | | 13,026,120 | 13,261,135 |
Derivative financial instruments | | | - | - | | - | 773,251 | | Lease | 18 | | 568 | 352 | | 1,539,135 | 2,392,289 |
Long-term investments | 7 | | - | - | | 32,563 | 35,235 | | Payroll, profit sharing and social charges | 0 | | 3,059 | 6,029 | | 9,309 | 26,152 |
Other non-current assets | 14 | | - | - | | 1,119,816 | 1,252,437 | | Tax liabilities | 21 | | - | - | | 122,704 | 117,358 |
| | | 93,169 | 150,167 | | 5,858,262 | 7,394,856 | | Deferred income tax and social contribution | 11 | | - | - | | 898,407 | 934,414 |
| | | | | | | | | Income tax and social contribution | 0 | | - | - | | 317,016 | 448,532 |
| | | | | | | | | Derivative financial instruments | 5 | | - | - | | 608,070 | 191,274 |
| | | | | | | | | Provision for tax, civil and labor risks | 22 | | 1,089 | 1,051 | | 835,023 | 873,618 |
Investments | 15 | | 20,509,415 | 22,215,420 | | - | - | | Other non-current liabilities | 23 | | 16,873 | 17,750 | | 725,399 | 751,566 |
Property, plant and equipment | 16 | | - | - | | 4,123,545 | 4,966,150 | | Total non-current liabilities | | | 21,589 | 25,182 | | 18,081,183 | 18,996,338 |
Intangible | 17 | | 83 | 1,445 | | 22,357,445 | 23,260,970 | | | | | | | | | |
Right of use | 18 | | 756 | 530 | | 1,982,616 | 2,941,887 | | TOTAL LIABILITIES | | | 173,799 | 183,451 | | 30,033,319 | 32,334,206 |
| | | | | | | | | | | | | | | | |
Total non-current assets | | | 20,603,423 | 22,367,562 | | 34,321,868 | 38,563,863 | | SHAREHOLDERS' EQUITY | 24 | | | | | | |
| | | | | | | | | Capital stock | | | 12,484,515 | 12,484,424 | | 12,484,515 | 12,484,424 |
| | | | | | | | | Treasury shares | | | (196,508) | (262,360) | | (196,508) | (262,360) |
| | | | | | | | | Capital reserves | | | 10,498,066 | 10,540,885 | | 10,498,066 | 10,540,885 |
| | | | | | | | | Legal profit reserve | | | | | | | |
| | | | | | | | | Accumulated losses | | | (3,378,713) | (1,994,555) | | (3,378,713) | (1,994,555) |
| | | | | | | | | Other comprehensive income | | | 1,136,527 | 1,564,340 | | 1,136,527 | 1,564,340 |
| | | | | | | | | Shareholders' equity attributed to the Company's shareholders | | | 20,543,887 | 22,332,734 | | 20,543,887 | 22,332,734 |
| | | | | | | | | | | | | | | | |
| | | | | | | | | Non-controlling interest in shareholders' equity of subsidiaries | | | - | - | | 16,337 | 18,450 |
| | | | | | | | | Total shareholders' equity | | | 20,543,887 | 22,332,734 | | 20,560,224 | 22,351,184 |
| | | | | | | | | | | | | | | | |
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TOTAL ASSETS | | | 20,717,686 | 22,516,185 | | 50,593,543 | 54,685,390 | | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | | | 20,717,686 | 22,516,185 | | 50,593,543 | 54,685,390 |
*The accompanying notes are an integral part of the Interim Accounting Information.
NATURA &CO HOLDING S.A.
STATEMENT OF PROFIT OR LOSS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2022
(In thousands of Brazilian reais - R$, except for earnings per share)
| | | | | | | | | | | | | | | | | |
| Note | | Parent | | Parent | | Consolidated | | Consolidated |
| | April 1, 2023 to June 30, 2023 | | April 1, 2022 to June 30, 2022 | | January 1, 2023 to June 30, 2023 | | January 1, 2022 to June 30, 2022 | | April 1, 2023 to June 30, 2023 | | April 1, 2022 to June 30, 2022 | | January 1, 2023 to June 30, 2023 | | January 1, 2022 to June 30, 2022 |
| | | | | | | | | | | | | | | | | |
NET REVENUE | 26 | | - | | - | | - | | - | | 7,773,542 | | 8,108,248 | | 15,093,698 | | 15,719,150 |
Cost of Sales | 27 | | - | | - | | - | | - | | (2,687,948) | | (3,093,443) | | (5,182,631) | | (6,039,600) |
| | | | | | | | | | | | | | | | | |
GROSS PROFIT | | | - | | - | | - | | - | | 5,085,594 | | 5,014,805 | | 9,911,067 | | 9,679,550 |
| | | | | | | | | | | | | | | | | |
OPERATING (EXPENSES) INCOME | | | | | | | | | | | | | | | | | |
Selling, marketing and logistics expenses | 27 | | - | | - | | - | | - | | (3,395,206) | | (3,446,559) | | (6,499,947) | | (6,729,173) |
Administrative, R&D, IT and project expenses | 27 | | (40,513) | | (156,790) | | (38,332) | | (217,737) | | (1,400,982) | | (1,541,913) | | (2,781,996) | | (2,900,213) |
Impairment loss on trade receivables | 8 | | - | | - | | - | | - | | (102,198) | | (150,624) | | (317,838) | | (313,412) |
Share of profits (losses) from subsidiaries | 15 | | (658,981) | | (631,368) | | (1,313,637) | | (1,197,476) | | - | | - | | - | | - |
Other operating income (expenses), net | 30 | | 2,486 | | 12,326 | | 1,482 | | 12,326 | | (319,325) | | (40,652) | | (415,967) | | (101,099) |
| | | | | | | | | | | | | | | | | |
OPERATING (LOSS) PROFIT BEFORE FINANCIAL RESULT | | | (697,008) | | (775,832) | | (1,350,487) | | (1,402,887) | | (132,117) | | (164,943) | | (104,681) | | (364,347) |
| | | | | | | | | | | | | | | | | |
Financial income | 29 | | 3,541 | | 8,391 | | 5,694 | | 18,326 | | 1,854,564 | | 1,934,057 | | 2,860,289 | | 3,272,317 |
Financial expenses | 29 | | (3,092) | | (1,271) | | (2,990) | | (25,254) | | (2,256,652) | | (2,364,519) | | (3,738,706) | | (4,063,409) |
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LOSS BEFORE INCOME TAX AND | | | | | | | | | | | | | | | | | |
SOCIAL CONTRIBUTION | | | (696,559) | | (768,712) | | (1,347,783) | | (1,409,815) | | (534,205) | | (595,405) | | (983,098) | | (1,155,439) |
Income tax and social contribution | 0 | | (25,879) | | 1,989 | | (27,083) | | - | | (98,617) | | (128,055) | | (181,394) | | (198,026) |
| | | | | | | | | | | | | | | | | |
LOSS FOR THE PERIODS FROM CONTINUING OPERATIONS | | | (722,438) | | (766,723) | | (1,374,866) | | (1,409,815) | | (632,822) | | (723,460) | | (1,164,492) | | (1,353,465) |
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DISCONTINUED OPERATIONS | | | | | | | | | | | | | | | | | |
LOSS FROM DISCONTINUED OPERATIONS | 36 | | (9,412) | | - | | (9,412) | | - | | (99,086) | | (43,511) | | (219,570) | | (55,679) |
| | | | | | | | | | | | | | | | | |
LOSS FOR THE PERIODS | | | (731,850) | | (766,723) | | (1,384,278) | | (1,409,815) | | (731,908) | | (766,971) | | (1,384,062) | | (1,409,144) |
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ATTRIBUTABLE TO | | | | | | | | | | | | | | | | | |
The Company´s shareholders | | | (731,850) | | (766,723) | | (1,384,278) | | (1,409,815) | | (731,850) | | (766,723) | | (1,384,278) | | (1,409,815) |
Non-controlling shareholders | | | - | | - | | - | | - | | (58) | | (248) | | 216 | | 671 |
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LOSS PER SHARE IN THE PERIODS -R$ | | | | | | | | | | | | | | | | | |
Basic | 31 | | (0.5318) | | (0.5590) | | (1.0068) | | (1.0284) | | (0.5318) | | (0.5590) | | (1.0068) | | (1.0284) |
Diluted | 31 | | (0.5318) | | (0.5590) | | (1.0068) | | (1.0284) | | (0.5318) | | (0.5590) | | (1.0068) | | (1.0284) |
*The accompanying notes are an integral part of the Interim Accounting Information.
NATURA &CO HOLDING S.A. | | | | | | | | | | | | | | | | | | |
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STATEMENT OF COMPREHENSIVE INCOME
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FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2022
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(In thousands of Brazilian reais - R$)
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| | Note | | Parent | | Parent | | Consolidated | | Consolidated |
| | | April 1, 2023 to June 30, 2023 | | April 1, 2022 to June 30, 2022 | | January 1, 2023 to June 30, 2023 | | January 1, 2022 to June 30, 2022 | | April 1, 2023 to June 30, 2023 | | April 1, 2022 to June 30, 2022 | | January 1, 2023 to June 30, 2023 | | January 1, 2022 to June 30, 2022 |
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LOSS FOR THE PERIOD | | | | (731,850) | | (766,723) | | (1,384,278) | | (1,409,815) | | (731,908) | | (766,971) | | (1,384,062) | | (1,409,144) |
Other comprehensive income (loss) to be reclassified to income statement in subsequent periods: | | | | | | | | | | | | | | | | | | |
Conversion of financial statements of controlled companies abroad | | 15 | | (699,877) | | 1,156,263 | | (549,508) | | (2,485,979) | | (702,022) | | 1,156,499 | | (551,837) | | (2,489,417) |
Exchange rate effect on the conversion from hyperinflationary economy | | 15 | | 76,953 | | 51,322 | | 220,818 | | (14,600) | | 76,953 | | 51,322 | | 220,818 | | (14,600) |
Earnings (losses) from cash flow hedge operations | | 15 | | - | | - | | - | | 89 | | (141,238) | | (208,151) | | (148,562) | | (654,392) |
Tax effects on (losses) earnings from cash flow hedge operations | | 11 | | - | | 30 | | - | | - | | 48,098 | | 72,324 | | 49,439 | | 223,746 |
Equity in losses from cash flow hedge operation | | 15 | | (141,238) | | (208,151) | | (148,562) | | (654,481) | | - | | - | | - | | - |
Equity in tax effects on earnings from cash flow hedge operations | | 11 | | 48,098 | | 72,294 | | 49,439 | | 223,746 | | - | | - | | - | | - |
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Comprehensive loss for the periods, net of tax effects | | | | (1,447,914) | | 305,035 | | (1,812,091) | | (4,341,040) | | (1,450,117) | | 305,023 | | (1,814,204) | | (4,343,807) |
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ATTRIBUTABLE TO | | | | | | | | | | | | | | | | | | |
The Company´s shareholders | | | | (1,447,914) | | 305,035 | | (1,812,091) | | (4,341,040) | | (1,447,914) | | 305,035 | | (1,812,091) | | (4,341,040) |
Noncontrolling shareholders | | | | - | | - | | - | | - | | (2,203) | | (12) | | (2,113) | | (2,767) |
| | | | (1,447,914) | | 305,035 | | (1,812,091) | | (4,341,040) | | (1,450,117) | | 305,023 | | (1,814,204) | | (4,343,807) |
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*The accompanying notes are an integral part of the Interim Accounting Information.
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NATURA &CO HOLDING S.A.
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STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
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FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2022
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(In thousands of Brazilian reais - R$) | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Equity appraisal adjustment | | | | | | |
| | | | | | | Capital Reserves | | | | | | | | | | | |
| Note | | Capital stock | | Treasury shares | | Share premium | | Special reserve | | Additional paid-in capital | | Income from transactions with non-controlling shareholders | | Legal profit reserve | | Retained losses | | Other comprehensive income | | Shareholders' equity attributed to controlling shareholders | | Non-Controlling Shareholders
| | Total shareholders' equity |
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| | | | | | | | Retained earnings | | | | | |
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BALANCES AS OF JANUARY 1, 2022 | | | 12,481,683 | | (151,342) | | 10,021,409 | | 362,059 | | 187,402 | | (92,066) | | 871,223 | | - | | 4,865,202 | | 28,545,570 | | 21,155 | | 28,566,725 |
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Net income for the periods | | | - | | - | | - | | - | | - | | - | | - | | (1,409,815) | | - | | (1,409,815) | | 671 | | (1,409,144) |
Exchange rate effect on the conversion from hyperinflationary economy | | | - | | - | | - | | - | | - | | - | | - | | - | | (14,600) | | (14,600) | | - | | (14,600) |
Other comprehensive income | | | - | | - | | - | | - | | - | | - | | - | | - | | (2,916,625) | | (2,916,625) | | (3,438) | | (2,920,063) |
Total comprehensive income for the periods | | | - | | - | | - | | - | | - | | - | | - | | (1,409,815) | | (2,931,225) | | (4,341,040) | | (2,767) | | (4,343,807) |
Share repurchase | | | - | | (120,300) | | - | | - | | - | | - | | - | | - | | - | | (120,300) | | - | | (120,300) |
Loss absorption | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Transactions in stock and restricted shares option plans: | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision for stock and restricted shares option plans | 24 | | - | | - | | - | | - | | 183,838 | | - | | - | | - | | - | | 183,838 | | - | | 183,838 |
Exercise of stock and restricted shares option plans | 24 | | 2,724 | | 8,282 | | - | | - | | (50,107) | | - | | 2,143 | | - | | - | | (36,958) | | - | | (36,958) |
Reclassification of grant reserve - Natura Cosméticos | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Dividend declared and not yet distributed | | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - | | - |
Reclassification of hyperinflationary economy adjustment effect | | | - | | - | | (126,473) | | - | | (58,494) | | - | | (8,294) | | - | | 193,261 | | - | | - | | - |
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BALANCES AS OF JUNE 30, 2022 | | | 12,484,407 | | (263,360) | | 9,894,936 | | 362,059 | | 262,639 | | (92,066) | | 865,072 | | (1,409,815) | | 2,127,238 | | 24,231,110 | | 18,388 | | 24,249,498 |
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BALANCES AS OF JANUARY 1, 2023 | | | 12,484,424 | | (262,360) | | 9,894,936 | | 362,059 | | 375,956 | | (92,066) | | - | | (1,994,555) | | 1,564,340 | | 22,332,734 | | 18,450 | | 22,351,184 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Loss for the periods | | | - | | - | | - | | - | | - | | - | | - | | (1,384,278) | | - | | (1,384,278) | | 216 | | (1,384,062) |
Exchange rate effect on the conversion from hyperinflationary economy | | | - | | - | | - | | - | | - | | - | | - | | - | | 220,818 | | 220,818 | | - | | 220,818 |
Other comprehensive income | | | - | | - | | - | | - | | - | | - | | - | | - | | (648,631) | | (648,631) | | (2,329) | | (650,960) |
Total comprehensive income for the periods | | | - | | - | | - | | - | | - | | - | | - | | (1,384,278) | | (427,813) | | (1,812,091) | | (2,113) | | (1,814,204) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Transactions in stock and restricted shares option plans: | | | | | | | | | | | | | | | | | | | | | | | | | |
Provision for stock and restricted shares option plans | 24 | | - | | - | | - | | - | | 76,735 | | - | | - | | - | | - | | 76,735 | | - | | 76,735 |
Exercise of stock and restricted shares option plans | 24 | | 91 | | 65,852 | | - | | - | | (119,554) | | - | | - | | 120 | | - | | (53,491) | | - | | (53,491) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
BALANCES AS OF JUNE 30, 2023 | | | 12,484,515 | | (196,508) | | 9,894,936 | | 362,059 | | 333,137 | | (92,066) | | - | | (3,378,713) | | 1,136,527 | | 20,543,887 | | 16,337 | | 20,560,224 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
*The accompanying notes are an integral part of the Interim Accounting Information.
|
NATURA &CO HOLDING S.A. | | | | | | | | | |
| | | | | | | | | |
STATEMENT OF CASH FLOWS | | | | | | | | | |
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2022 | | | | | | | | | |
(In thousands of Brazilian reais - R$) | | | | | | | | | |
| | | | | | | | | |
| Note | | Parent | | Consolidated |
| | January 1, 2023 to June 30, 2023 | | January 1, 2022 to June 30, 2022 | | January 1, 2023 to June 30, 2023 | | January 1, 2022 to June 30, 2022 |
| | | | | | | | | |
CASH FLOW FROM OPERATING ACTIVITIES | | | | | | | | | |
Loss for the periods | | | (1,384,278) | | (1,409,815) | | (1,384,062) | | (1,409,144) |
Adjustments to reconciliate loss for the periods with net cash used in operating activities: | | | | | | | | | |
Depreciation and amortization | 16, 17 and 18 | | 1,497 | | 388 | | 1,191,334 | | 1,137,444 |
Interest and exchange variation on short-term investments | | | (525) | | (10,383) | | (383,183) | | (179,075) |
Loss from swap and forward derivative contracts | | | - | | 5,266 | | 764,408 | | 559,000 |
Provision for tax, civil and labor risks | | | - | | 1,000 | | 31,883 | | 15,535 |
Monetary adjustment of judicial deposits | | | - | | - | | (13,303) | | (17,247) |
Monetary adjustment of provision for tax, civil and labor risks | 22 | | 38 | | 48 | | 37,164 | | 23,495 |
Income tax and social contribution | | | 25,879 | | - | | 181,394 | | 198,026 |
Income from sale and write-off of property, plant and equipment and intagible | 13, 16 and 17 | | - | | - | | 38,250 | | 22,058 |
Share of profits (losses) from subsidiaries | 15 | | 1,313,637 | | 1,197,476 | | - | | - |
Interest and exchange rate variation on leases | 18 | | 53 | | 12 | | 79,493 | | 108,898 |
Interest and exchange rate variation on borrowings, financing and debentures, net of acquisition costs | 19 | | - | | - | | 98,399 | | (39,571) |
Adjustment and exchange rate variation on other assets and liabilities | | | 767 | | (358) | | 1,456 | | 1,265 |
Provision for impairment | 16, 17 and 18 | | - | | - | | 11,142 | | - |
Provision for stock option plans | | | (12,859) | | 144,156 | | 23,153 | | 144,156 |
Provision for losses with trade accounts receivables, net of reversals | 8 | | - | | - | | 317,838 | | 315,088 |
Provision for inventory losses, net of reversals | 9 | | - | | - | | 251,475 | | 201,828 |
Provision for carbon credits | | | - | | - | | (5,704) | | (6,815) |
Effect from hyperinflationary economy | | | - | | - | | 178,241 | | 179,442 |
| | | (55,791) | | (72,210) | | 1,419,378 | | 1,254,383 |
| | | | | | | | | |
DECREASE (INCREASE) IN ASSETS | | | | | | | | | |
Trade accounts receivable and related parties | | | 187 | | (7,654) | | (495,441) | | (192,092) |
Inventories | | | - | | - | | (498,037) | | (153,368) |
Recoverable taxes | | | - | | - | | (7,342) | | (9,807) |
Other assets | | | 39,740 | | (1,279) | | 37,601 | | 31,991 |
Subtotal | | | 39,927 | | (8,933) | | (963,219) | | (323,276) |
| | | | | | | | | |
INCREASE (DECREASE) IN LIABILITIES | | | | | | | | | |
Domestic and foreign trade accounts payable and related parties | | | 31,678 | | (55,508) | | (412,436) | | (902,975) |
Payroll, profit sharing and social charges, net | | | (34,843) | | (2,569) | | (225,286) | | (292,001) |
Tax liabilities | | | 1,178 | | 113 | | (158,249) | | (133,896) |
Other liabilities | | | (7,950) | | (6,872) | | (228,065) | | (178,938) |
Subtotal | | | (9,937) | | (64,836) | | (1,024,036) | | (1,507,810) |
| | | | | | | | | |
CASH USED IN OPERATING ACTIVITIES | | | (25,801) | | (145,979) | | (567,877) | | (576,703) |
| | | | | | | | | |
OTHER CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | |
Payment of income tax and social contribution | | | (240) | | (2,362) | | (229,591) | | (254,046) |
Release of judicial deposits net of withdrawals | | | - | | - | | 23,869 | | 13,779 |
Payments related to tax, civil and labor lawsuits | 22 | | - | | - | | (30,701) | | (54,141) |
Payments due to settlement of derivative transactions | | | - | | (934) | | (481,769) | | (256,730) |
Payment of interest on lease | 18 | | (53) | | (12) | | (82,357) | | (77,705) |
Payment of interest on borrowings, financing and debentures | 19 | | - | | - | | (471,237) | | (362,663) |
Operating Activities - discontinued operations | | | - | | - | | (115,917) | | 118,714 |
NET CASH USED IN OPERATING ACTIVITIES | | | (26,094) | | (149,287) | | (1,955,580) | | (1,449,495) |
| | | | | | | | | |
CASH FLOW FROM INVESTING ACTIVITIES | | | | | | | | | |
Additions of property, plant and equipment and intangible | | | (45) | | 33 | | (515,410) | | (449,767) |
Proceeds from sale of property, plant and equipment and intangible | | | - | | - | | 13,977 | | 3,707 |
Short-term acquisition | | | (23,700) | | (169,300) | | (4,760,114) | | (4,753,022) |
Redemption of short-term investments | | | 42,063 | | 288,137 | | 5,389,216 | | 5,446,657 |
Redemption of interest on short-term investments | | | 2,482 | | - | | 76,245 | | 59,888 |
Investment in subsidiary | | | (150,000) | | - | | - | | - |
Receipt of dividends from subsidiaries | 32 | | 150,000 | | 153,656 | | - | | - |
Investing activities - discontinued operations | | | - | | - | | (108,061) | | (73,316) |
NET CASH GENERATED BY INVESTING ACTIVITIES | | | 20,800 | | 272,526 | | 95,853 | | 234,147 |
| | | | | | | | | |
CASH FLOW FROM FINANCING ACTIVITIES | | | | | | | | | |
Repayment of lease - principal | 18 | | (117) | | (28) | | (393,709) | | (435,275) |
Repayment of borrowings, financing and debentures – principal | 19 | | - | | - | | (118,812) | | (3,638,701) |
New borrowings, financing, and debentures | 19 | | - | | - | | 654,920 | | 4,727,033 |
Acquisition of treasury shares, net of receipt of option strike price | - | | - | | (120,300) | | - | | (120,300) |
Payment of dividends and interest on equity | - | | (16) | | - | | (16) | | - |
(Payment) receipt of funds due to settlement of derivative transactions | - | | - | | (4,332) | | (39,391) | | 109,162 |
Capital Increase | - | | 91 | | 2,724 | | 91 | | 2,724 |
Financing activities - discontinued operations | - | | - | | - | | (121,221) | | (91,453) |
NET CASH (USED IN) GENERATED BY FINANCING ACTIVITIES | | | (42) | | (121,936) | | (18,138) | | 553,190 |
| | | | | | | | | |
Effect of exchange rate variation on cash and cash equivalents | | | - | | - | | (42,790) | | (301,273) |
| | | | |
| |
| | |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | | | (5,336) | | 1,303 | | (1,920,655) | | (963,431) |
| | | | | | | | | |
Opening balance of cash and cash equivalents | | | 5,566 | | 4,289 | | 4,195,713 | | 4,007,257 |
Closing balance of cash and cash equivalents | | | 230 | | 5,592 | | 2,275,058 | | 3,043,826 |
| | | | | | | | | |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | | | (5,336) | | 1,303 | | (1,920,655) | | (963,431) |
| | | | | | | | | |
| | | | | | | | | |
*The accompanying notes are an integral part of the Interim Accounting Information.
|
NATURA &CO HOLDING S.A.
STATEMENT OF VALUE ADDED
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2022
(In thousands of Brazilian reais - R$)
| | | | | | | | | |
| Note | | Parent | | Consolidated |
| | January 1, 2023 to June 30, 2023 | | January 1, 2022 to June 30, 2022 | | January 1, 2023 to June 30, 2023 | | January 1, 2022 to June 30, 2022 |
| | | | | | | | | |
INCOME | | | 1,483 | | 12,326 | | 19,120,900 | | 19,918,927 |
Sale of goods, products and services | | | - | | - | | 19,070,214 | | 19,932,741 |
Provision for doubtful accounts, net of reversals | 8 | | - | | - | | 45,865 | | 22,576 |
Other operating expenses, net | | | 1,483 | | 12,326 | | 4,821 | | (36,390) |
| | | | | | | | | |
GOODS ACQUIRED FROM THIRD PARTIES | | | (20,247) | | (201,914) | | (12,174,989) | | (13,212,605) |
Cost of products sold and services rendered | | | - | | - | | (6,086,400) | | (6,895,769) |
Materials, electricity, outsourced services and other | | | (20,247) | | (201,914) | | (6,088,589) | | (6,316,836) |
| | | | | | | | | |
GROSS VALUE ADDED | | | (18,764) | | (189,588) | | 6,945,911 | | 6,706,322 |
| | | | | | | | | |
RETENTIONS | | | (1,497) | | (388) | | (1,191,335) | | (1,134,552) |
Depreciation and amortization | 16, 17 e 18 | | (1,497) | | (388) | | (1,191,335) | | (1,134,552) |
| | | | | | | | | |
VALUE ADDED PRODUCED BY THE COMPANY | | | (20,261) | | (189,976) | | 5,754,576 | | 5,571,770 |
| | | | | | | | | |
TRANSFERRED VALUE ADDED | | | (1,307,943) | | (1,179,150) | | 2,860,289 | | 3,272,317 |
Equity in subsidiaries | 15 | | (1,313,637) | | (1,197,476) | | - | | - |
Financial income - including inflation adjustments and exchange rate variations | 29 | | 5,694 | | 18,326 | | 2,860,289 | | 3,272,317 |
| | | | | | | | | |
TOTAL VALUE ADDED TO DISTRIBUTE - DISCONTINUED OPERATIONS | | | (1,328,204) | | (1,369,126) | | 8,614,865 | | 8,844,087 |
TOTAL VALUE ADDED TO DISTRIBUTE - DISCONTINUED OPERATIONS | | | (9,412) | | - | | 528,237 | | 594,924 |
'TOTAL VALUE ADDED TO DISTRIBUTE | | | (1,337,616) | | (1,369,126) | | 9,143,102 | | 9,439,011 |
| | | | | | | | | |
TOTAL DISTRIBUTION OF VALUE ADDED | | | (1,337,616) | | (1,369,126) | | 9,143,102 | | 9,439,011 |
DISTRIBUTION OF VALUE ADDED - DISCONTINUED OPERATIONS | | | (9,412) | | - | | 528,237 | | 594,924 |
DISTRIBUTION OF VALUE ADDED - DISCONTINUED OPERATIONS | | | (1,328,204) | | (1,369,126) | | 8,614,865 | | 8,844,087 |
Payroll and social charges | 28 | | 16,597 | | 15,435 | | 3,165,300 | | 3,150,715 |
Payroll and social charges | | | 10,013 | | 14,327 | | 2,394,569 | | 2,354,141 |
Benefits | | | 5,962 | | 504 | | 447,197 | | 464,522 |
FGTS | | | 622 | | 604 | | 323,534 | | 332,052 |
Taxes, fees and contributions | | | 27,075 | | - | | 2,854,831 | | 2,964,834 |
Federal | | | 27,075 | | - | | 1,824,871 | | (404,258) |
State | | | - | | - | | 318,159 | | 3,368,588 |
Municipal | | | - | | - | | 711,801 | | 504 |
Third-part capital remuneration | | | 2,990 | | 25,254 | | 3,759,226 | | 4,082,003 |
Rentals | | | - | | - | | 19,229 | | 18,595 |
Others | | | 2,990 | | 25,254 | | 3,739,997 | | 4,063,408 |
Equity remuneration | | | (1,374,866) | | (1,409,815) | | (1,164,492) | | (1,353,465) |
Retained (losses) earnings | | | (1,374,866) | | (1,409,815) | | (1,164,708) | | (1,354,136) |
Minority holders' share in retained profit | | | - | | - | | 216 | | 671 |
*The accompanying notes are an integral part of the Interim Accounting Information.
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
Natura &Co Holding S.A. (“Natura &Co”) was incorporated on January 21, 2019, with the purpose of holding interests in other companies, whose main business is in the cosmetics, fragrance and personal hygiene segments, through the manufacturing, distribution, and sale of their products. Natura &Co is headquartered in Brazil, in the city of São Paulo, State of São Paulo, at Avenida Alexandre Colares, no 1188, Vila Jaguará, CEP 05106-000. Natura &Co and its subsidiaries are hereinafter referred to as the “Company”.
Brands managed by the Company include “Natura”, “Avon”, “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, Avon and The Body Shop Consultant(s).
On March 31, 2023, the sale of the subsidiary Aesop was determined as highly probable, since the Company had received a binding agreement from L'Oreal, which was approved and signed on April 3, 2023. Further details of this transaction are included on note nº 36.
The Company’s interim accounting information, included in the Quarterly Information Form - ITR for the six-month period ended June 30, 2023, includes the individual and consolidated interim accounting information prepared pursuant to Technical Pronouncement CPC 21 (R1) - Interim Statements, approved by the Brazilian Accounting Committee (“CPC”) and equivalent to International Accounting Standard (“IAS”) 34 - Interim Financial Reporting.
The individual and consolidated interim accounting information shows all relevant information specific to the interim accounting information, and only these, which is consistent with that used by Management in its management.
The Company's individual and consolidated interim accounting information was approved by the Board of Directors and authorized for publication at a meeting held on August 10th, 2023.
The individual and consolidated interim accounting information was prepared based on historical cost, except for derivative instruments and short-term investments recognized that were measured at fair value, and assets and liabilities held for sale measured at lower of their carrying amount and the fair value net of selling expenses. The individual and consolidated interim accounting information are expressed in thousands of Reais (“R$”), rounded to the nearest thousand, as well as the disclosure of amounts in other currencies, when necessary, also made in thousands. The items disclosed in other currencies are duly identified, whenever applicable.
2.1 | Reclassification of balances in the comparative period |
Certain balances of the Statement of Value Added (DVA) for the six-month period ended June 30, 2022 have been presented in the said statement in a more granular manner to include additional details required in accordance with the requirements set forth in technical pronouncement CPC 09, Statement of Value Added (DVA).
These changes do not affect the equity and financial position, the statement of income for the period or any other information previously presented in the explanatory notes.
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
The material accounting policies applied in the preparation of this individual and consolidated interim accounting information are consistent with those applied and disclosed in note 3 to the Company’s audited financial statements for the year ended December 31, 2022, issued on March 13, 2023, as well as those applied for the comparative six-month period ended June 30, 2022, except for the rules and changes effective as of January 1, 2023.
Among these amendments effective as of January 1, 2023, we highlight the amendments to CPC 23, Accounting Policies, Change in Estimates and Error Correction (IAS 8, Accounting Policies, Change in Estimates and Error Correction) and CPC 26 (R1), Presentation of Financial Statements (IAS 1, Presentation of Financial Statements, in addition to amendments to IFRS Practice Statement 2, Making Materiality Judgments, educational document issued by the IASB and not published by the CPC in Brazil), where the concepts of accounting estimates and applying materiality judgments to accounting policy disclosures to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies. In the preparation of individual and consolidated interim accounting information, these concepts were considered, however, there were no material effects on the nature and detail of the information presented.
The other amendments to the accounting standards, effective as of January 1, 2023, did not have any material impact on the Company's interim individual and consolidated accounting information.
This individual and consolidated interim accounting information should be read in conjunction with the Company’s individual and consolidated financial statements for the year ended December 31, 2022.
The areas that require a higher level of judgment and have greater complexity, as well as the areas in which assumptions and estimates are material for the interim accounting information, were presented in note 4 of the Company’s individual and consolidated financial statements for the year ended December 31, 2022.
The estimates and assumptions used in the preparation of the interim, individual and consolidated accounting information for the six-month period ended June 30, 2023, have not changed significantly related with the as of December 31, 2022.
The information regarding the general considerations and polices was presented in note 5.1 of the Company’s individual and consolidated financial statements for the year ended December 31, 2022, and there are no changes for the six-month period ended June 30, 2023.
The Company continues to monitor developments in the conflict between Russia and Ukraine to assess any possible future impacts that may arise because of the ongoing crisis, including the reduction in recoverable value of financial and non-financial assets, which the Company's Management assesses based on the best available information. At the date of this interim accounting information, the effects of the conflict on the equity and financial position and performance of operations were not material.
5.1 | Market risks and hedge accounting |
In order to hedge the current balance sheet positions of the Company against market risks, the following financial derivatives (hedging the variability of payments of financing liabilities arising from exchange rate and interest rate risks) and operating derivatives (hedging the exchange rate risk of operating cash flows, such as import and export operations) are used and consist of the balances in the following table, as of June 30, 2023, and December 31, 2022
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
Description | Consolidated (Fair value, level 2) |
June 30, 2023 | December 31, 2022 |
Financial derivatives | (1,139,517) | (785,733) |
Operating derivatives | (49,170) | (11,144) |
Total | (1,188,687) | (796,877) |
Below are the changes in net derivatives balances for the six-month period ended June 30, 2023, and for the year ended December 31, 2022:
| Consolidated |
Balance as of December 31, 2021 | 516,637 |
Losses from swap and forward derivative contracts in the result of the year | (992,813) |
Payment of funds due to settlement of derivative transactions operational activity | 594,225 |
Receipt of funds due to settlements financing activity | (118,707) |
Losses in cash flow hedge operations (other comprehensive income) | (790,479) |
Other movements | (5,740) |
Balance as of December 31, 2022 | (796,877) |
Losses from swap and forward derivative contracts in the result of the year | (764,408) |
Payment of funds due to settlement of derivative transactions operational activity | 481,769 |
Payment due to settlements financing activity | 39,391 |
Losses in cash flow hedge operations (other comprehensive income) | (148,562) |
Balance as of June 30, 2023 | (1,188,687) |
The Company designates certain financial and operating derivatives described above for hedge accounting in accordance with the Company's risk management policy. The fair value of derivatives designated for cash flow and fair value hedge accounting, as well as gains and losses for the six-month period ended June 30, 2023 are presented below.
| Consolidated |
| Subject to hedging | Notional currency | Fair value | Accumulated gains (losses) | Gains (losses) for the six-month period |
Currency swap – US$/R$ | Currency | BRL | (1,186,810) | (861,573) | (96,288) |
Forward and swap agreements (Natura Distribuidora México) | | | 3,011 | 469 | 469 |
Forward and swap agreements (Avon) | Currency | BRL | (1,965) | (2,964) | (2,964) |
Forward agreements (Natura Industria) | Currency | BRL | (38,382) | (38,382) | (45,553) |
Forward agreements (The Body Shop) | | | 416 | (4,226) | (4,226) |
Total | | | (1,223,730) | (906,676) | (148,562) |
The movement in hedge reserves recorded in other comprehensive income is shown below:
| Consolidated |
Cash flow hedge balance on December 31, 2021 | 21,866 |
Change in fair value recognized in other comprehensive income | (790,479) |
Tax effects on the fair value of the hedging instrument | 270,035 |
Cash flow hedge balance on December 31, 2022 | (498,578) |
Change in fair value recognized in other comprehensive income | (148,562) |
Tax effects on the fair value of the hedging instrument | 49,439 |
Cash flow hedge balance on June 30, 2023 | (597,701) |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
The Company’s financial assets and liabilities substantially encompass assets and liabilities classified as level 2 in the fair value estimate hierarchy, the assessment of which is based on techniques that use, other than the prices quoted in level 1, other information adopted by the market in a direct (as prices) or indirect (resulting from prices) manner. To measure the fair value, the carrying amount represents an amount that is reasonably near to the fair value, as described below:
| (i) | the balances of cash and cash equivalents, trade accounts receivables, accounts payable to suppliers and other current liabilities are equivalent to their carrying amounts, mainly due to the short-term maturities of these instruments; |
|
|
|
| (ii) | the balances of the short-term investments measured at amortized cost approximate their fair values as a result of the transactions to be conducted at floating interest rates; and b) measured at fair value through profit or loss based on the rates agreed with the financial institutions considering the agreed rates among the parties, including market information that allows for such calculation; |
|
|
|
| (iii) | except for the real estate receivables certificates, which are measured at fair value due to the designation as fair value hedge accounting, the carrying amounts of borrowing, financing and debentures are measured at their amortized cost and disclosed at fair value, which does not differ materially from the carrying amounts as the agreed interest rates are consistent with current market rates; and |
|
|
|
| (iv) | the fair value of exchange rate derivatives (swap and forwards) is determined based on the future exchange rates at the dates of the balance sheets, with the resulting amount being discounted at present value. |
The fair value of the investment in the Fundo Dynamo Beauty Ventures Ltda. (“DBV Fund”), classified at level 3 of the fair value hierarchy is calculated based on information on the net value of the investment in the Fund (NAV) calculated by the Fund’s manager based on valuation assumptions consistent with the accounting practices adopted in Brazil and IFRS, adjusted to reflect the fair value assumptions applicable to the nature of the Company’s investment. The Company’s valuation considers inputs not observable in the model, to reflect the contractual restrictions on this investment for early redemption of the security in the market. The significant unobservable inputs used in the fair value estimate reflect a discount due to the lack of liquidity of the security, which represent the values that the Company determined that market agents would consider for these discounts when defining the investment price.
There was no transfer between measurement levels in the fair value hierarchy during the six-month period ended June 30, 2023, for these assets and liabilities. Additionally, there were no material effects in the quarter on the fair value of financial assets and liabilities as a result of the increase in price volatility in markets affected by the conflict between Russia and Ukraine, counterparty risk in financial assets or inactivity of markets considered in the valuation.
| Parent | Consolidated |
| June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 |
Cash and banks | 230 | 5,566 | 1,337,742 | 2,904,808 |
Certificate of bank deposits | - | - | 116,458 | 46,864 |
Repurchase operations (a) | - | - | 820,858 | 1,244,041 |
| 230 | 5,566 | 2,275,058 | 4,195,713 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| (a) | As of June 30, 2023, repurchase operations are remunerated at an average rate of 100.0 % of CDI (100.0% of the CDI as of December 31, 2022). |
| Parent | Consolidated |
---|
| June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 |
---|
Exclusive Investment fund (a) | 3,944 | 24,264 | - | - |
---|
Mutual investment funds (b) | - | - | 854,991 | 1,228,093 |
---|
Treasury bills (c) | - | - | 251,761 | 539,450 |
---|
Government securities (LFT) (d) | - | - | 56,953 | 31,415 |
---|
Dynamo Beauty Ventures Ltd, Fund | - | - | 32,563 | 35,235 |
---|
Restricted cash | - | - | 16,724 | 1,481 |
---|
| 3,944 | 24,264 | 1,212,992 | 1,835,674 |
---|
| | | | |
---|
Current | 3,944 | 24,264 | 1,180,429 | 1,800,439 |
---|
Non-current | - | - | 32,563 | 35,235 |
---|
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| (a) | The Company concentrate most of its investments in an Exclusive Investment Fund, which holds interest in shares of the Essential Investment Fund. |
|
|
|
|
| The values of the shares held by the Company are presented under the item “Exclusive Investment Fund” at the Parent Company. The financial statements of the Exclusive Investment Fund, in which the group has exclusive participation (100% of the shares), were consolidated, except for the quotas of the Instituto Natura, and the amounts of its portfolio were segregated by type of investment and classified as cash and short-term investments, based on the accounting practices adopted by the Company. For the purposes of consolidated presentation, the exclusive investment fund balance, as well as the positions of the other subsidiaries are presented according to the financial component. |
|
|
|
|
| The balance as of June 30, 2023, related to the “Crer para Ver” line within the exclusive investment fund is R$ 84,953 (R$91,340 as of December 31, 2022). |
|
|
|
| (b) | Mutual investment funds refer to the investments of some subsidiaries of the Company’s located mainly in Argentina, Chile, Colombia, and Mexico. |
|
|
|
| (c) | As of June 30, 2023, investments in treasury bills are remunerated at an average rate of 110.74% of the CDI (109.69% as of December 31, 2022). |
|
|
|
| (d) | As of June 30, 2023, investments in Government securities (LFT) are remunerated at an average rate of 106.17% of the CDI (100.02% of the CDI as of December 31, 2022). |
The breakdown of securities constituting the Essential Investment Fund portfolio, regarding which the Company holds 100% interest, on June 30, 2023 and December 31, 2022 is as follows:
| Consolidated |
| June 30, 2023 | December 31, 2022 |
Certificate of bank deposits | 285 | 2,012 |
Repurchase operations (cash and cash equivalents) | 477,484 | 937,645 |
Treasury bills | 251,761 | 539,451 |
Government securities (LFT) | 59,067 | 46,070 |
| 788,597 | 1,525,178 |
These amounts are consolidated with the other investments of the same nature of the Company in the consolidated.
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
---|
| June 30, 2023 | December 31, 2022 |
---|
Trade accounts receivable | 3,836,269 | 3,933,550 |
---|
(-) Allowance for expected credit losses | (383,625) | (431,151) |
---|
| 3,452,644 | 3,502,399 |
---|
Maximum exposure to credit risk on the date of the interim financial statements is the carrying amount of each maturity date range, net of the allowance for expected credit losses. The following table shows trade accounts receivable by exposure to the allowance for expected credit losses as of June 30, 2023 and December 31, 2022:
| Consolidated |
---|
| June 30, 2023 | December 31, 2022 |
---|
| Trade accounts receivable | Allowance for expected credit losses | Trade accounts receivable | Allowance for expected credit losses |
---|
Current | 2,899,607 | (99,517) | 2,814,843 | (94,148) |
---|
Past due: | | | | |
---|
Up to 31 days | 466,453 | (46,894) | 621,711 | (59,764) |
---|
From 31 to 60 days | 122,286 | (44,283) | 142,507 | (53,609) |
---|
From 61 to 90 days | 81,364 | (40,061) | 106,124 | (48,851) |
---|
From 91 to 180 days | 266,559 | (152,870) | 248,365 | (174,779) |
---|
| 3,836,269 | (383,625) | 3,933,550 | (431,151) |
---|
The changes in the allowance for expected credit losses for the six-month period ended June 30, 2023 and 2022 are as follows:
| Consolidated |
Balance as of December 31, 2021 | (453,981) |
Additions, net of reversals | (314,250) |
Write-offs (a) | 311,613 |
Translation adjustment | 26,051 |
Balance as of June 30, 2022 | (430,567) |
| |
Balance as of December 31, 2022 | (431,151) |
Transfer to non-current assets held for sale | 1,661 |
Additions, net of reversals | (317,838) |
Write-offs (a) | 354,448 |
Translation adjustment | 9,255 |
Balance as of June 30, 2023 | (383,625) |
| a) | Refers to accounts overdue for more than 180 days, which are written off when the Company has no expectation of recovering the trade accounts receivable and sale of customer portfolios. |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
| June 30, 2023 | December 31, 2022 |
Finished products | 3,442,137 | 3,634,068 |
Raw materials and packaging | 1,087,063 | 1,159,507 |
Auxiliary materials | 183,354 | 146,409 |
Products in progress | 50,702 | 68,849 |
(-) Allowance for inventory losses | (555,889) | (491,959) |
| 4,207,367 | 4,516,874 |
The changes in the allowance for inventory losses for the six-month period ended June 30, 2023 and 2022 are as follows:
| Consolidated |
Balance as of December 31, 2021 | (615,945) |
Additions, net of reversals (a) | (201,828) |
Write-offs (b) | 149,164 |
Translation adjustment | 52,360 |
Balance as of June 30, 2022 | (616,249) |
| |
Balance as of December 31, 2022 | (491,959) |
Transfer to non-current assets held for sale | 4,400 |
Additions, net of reversals (a) | (251,475) |
Write-offs (b) | 159,102 |
Translation adjustment | 24,043 |
Balance as of June 30, 2023 | (555,889) |
| a) | This refers to the recognition of net allowance for losses due to discontinuation, expiration and quality, to cover expected losses on the realization of inventories, pursuant to the policy of the Company. |
| b) | This consists of write-offs of products for which there is already an allowance for losses, where the Company has no expectation of sales/realization. |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
| June 30, 2023 | December 31, 2022 |
ICMS on purchase of goods (a) | 677,148 | 704,018 |
Taxes on purchase of goods – foreign subsidiaries | 217,722 | 245,955 |
ICMS on purchases of property, plant and equipment and purchase of goods | 13,844 | 14,365 |
PIS and COFINS on purchase of property, plant and equipment and purchase of goods (b) | 870,814 | 950,307 |
Withholding PIS, COFINS and CSLL | 1,671 | 1,671 |
Tax on Manufactured Goods - IPI (c) | 162,643 | 152,686 |
Other | 240,371 | 199,276 |
| 2,184,213 | 2,268,278 |
| | |
Current | 1,275,200 | 911,410 |
Non-current | 909,013 | 1,356,868 |
| a) | Tax credits related to the tax on the circulation of goods, interstate and inter-municipal transport and communication services (ICMS) were generated mainly by purchases, whose tax rate is higher than the average of sales. The Company expects to realize these credits during the ordinary course of business through offsetting with sales operations in the domestic market. |
|
|
|
| b) | The accumulated tax credits of PIS and COFINS basically arise from credits on purchases of raw materials used in the production and from purchase of property, plant and equipment, as well as credits arising out of the exclusion of ICMS from the calculation basis of the PIS/COFINS. The realization of these credits normally occurs through offsetting with sales operations in the domestic market, |
|
|
|
| c) | The balance will be used to offset IPI (Taxes over industrialized products) payable in future operations of the Company. |
The effective rate calculated by the Company for the six-month period ended June 30, 2023 was 18.45% negative. This percentage is based on a loss before tax of R$ 983,098 and an income tax expense of R$ 181,394. The main components that cause the effective rate to deviate from the nominal income tax rate of 34% are the different incomes by country, tax losses from certain jurisdictions that cannot benefit from the deferred income tax asset and differences in nominal income tax rates of subsidiaries abroad, in addition to important permanent tax benefits, such as investment subsidies and other incentives.
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
The effective rate calculated by the Company for the six-month period ended June 30, 2022, was negative in 17.14%, This percentage is based on a loss before tax of R$1,155,439, and an income tax credit of R$198,026. The main components that cause the effective rate to deviate from the nominal income tax rate of 34% are the tax losses from certain jurisdictions that cannot benefit from the recording of deferred income tax assets, permanent effects related to withholding income tax arising from transactions between group companies that cannot benefit partially offset by favorable net permanent items, including but not limited to investment subsidies and other incentives.
Changes in deferred income tax and social contribution asset and liability for the six-month period ended June 30, 2023 and 2022, are as follows:
| Parent | Consolidated |
| Assets | Assets | Liabilities |
Balance as of December 31, 2021 | - | 2,954,074 | (994,041) |
Effect on income statement | - | 323,230 | (51,345) |
Reserve for grant of options and restricted shares | - | 5,778 | - |
Other comprehensive income impact | - | 223,746 | - |
Translation adjustment | - | (166,342) | 138,497 |
Balance as of June 30, 2022 | - | 3,340,486 | (906,889) |
| | | |
Balance as of December 31, 2022 | 150,167 | 3,519,515 | (934,414) |
Effect on income statement | (56,998) | 105,132 | 7,549 |
Transfer between deferred income tax and social contribution liabilities and assets | - | 24,517 | (24,517) |
Creation of tax credits on a universal basis | - | 20,212 | - |
Transfer to assets held for sale | - | (155,308) | 24,933 |
Reserve for grant of options and restricted shares | - | (60,915) | 3,419 |
Other comprehensive income impact | - | 49,439 | - |
Translation adjustment | - | (103,623) | 24,623 |
Balance as of June 30, 2023 | 93,169 | 3,398,969 | (898,407) |
Management monitors the performance of all its entities and assesses whether the deferred income tax asset can be realized from four sources of use: potential for offsetting tax losses, reversal of taxable temporary differences, tax planning opportunities (which may include corporate changes) and projection of future taxable income. The Company has no record of deferred income tax assets that cannot be supported by one or more of these sources of realization.
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
Judicial deposits represent restricted assets of the Company and are related to the amounts deposited and held in court until the resolution of the disputes to which they are related. The judicial deposits held by the Company as of June 30, 2023 and December 31, 2022 are as follows:
| Consolidated |
| June 30, 2023 | December 31, 2022 |
Unaccrued tax proceedings(a) | 257,867 | 274,273 |
Accrued tax proceedings (b) | 113,991 | 150,929 |
Unaccrued civil proceedings | 5,084 | 5,783 |
Accrued civil proceedings | 1,237 | 1,470 |
Unaccrued labor proceedings | 9,146 | 11,014 |
Accrued labor proceedings | 10,576 | 14,081 |
Total judicial deposits | 397,901 | 457,550 |
| a) | The tax proceedings related to these judicial deposits refer, substantially, to ICMS-ST. |
| b) | The tax proceedings related to these judicial deposits refer, substantially, to the sum of the amounts highlighted in Note 22, and the amounts provisioned according to Note 21. |
Changes in judicial deposits balances for the six-month period ended June 30, 2023 and 2022 are as follows:
| Consolidated |
Balance as of December 31, 2021 | 585,284 |
New deposits | 10,739 |
Redemptions | (19,863) |
Inflation adjustment and interests | 17,247 |
Payments / write-offs for expenses | (4,656) |
Translation adjustment | 97 |
Balance as of June 30, 2022 | 588,849 |
| |
Balance as of December 31, 2022 | 457,550 |
New deposits | 8,590 |
Redemptions | (32,459) |
Inflation adjustment and interests | 13,303 |
Payments / write-offs for expenses | (48,570) |
Translation adjustment | (513) |
Balance as of June 30, 2023 | 397,901 |
In addition to judicial deposits, the Company has contracted insurance policies and guarantee letters for certain lawsuits.
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
The changes in the balance for the six-month period ended June 30, 2023 and 2022 are as follows:
| Consolidated |
Balance as of December 31, 2021 | 52,921 |
Transfer from property, plant and equipment | (8,404) |
Translation adjustment | 899 |
Balance as of June 30, 2022 | 45,416 |
| |
Balance as of December 31, 2022 | 51 |
Transfers of assets held for sale(a) | 2,508,819 |
Transfers of fixed assets, other assets and liabilities(b) | 271,892 |
Impairment(b) | (42,218) |
Translation adjustment | (11,972) |
Balance as of June 30, 2023 | 2,726,572 |
| a) | On June 30, 2023, the sale of the subsidiary Aesop was determined as highly probable, since the Company had received a binding agreement from L'Oreal, which was approved and signed on April 3, 2023. Further details of this transaction are included on note nº 36. |
|
|
|
| b) | On June 30, 2023, these transfers include properties of the subsidiary Avon, located in the United States and Chile. The impairment refers to the difference between the market value and the book value of these properties |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Parent | Consolidated |
| June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 |
Marketing and advertising advances | - | - | 70,313 | 43,509 |
Supplier advances | 5,087 | 1,357 | 266,251 | 290,205 |
Employee advances | 3 | - | 26,324 | 20,267 |
Rent advances and guarantee deposi(a) | - | - | 84,570 | 160,437 |
Advance insurance expenses | 5,092 | 11,456 | 107,807 | 124,293 |
Overfunded pension plan (b) | - | - | 681,230 | 694,527 |
Customs broker advances - Import taxes | - | - | 29,421 | 38,398 |
Sublease receivables (c) | - | - | 211,548 | 262,108 |
Carbon credits | - | - | 15,221 | 14,297 |
Receivables from service providers (d) | - | - | 101,743 | 110,214 |
Other | 49 | 749 | 217,012 | 257,566 |
| 10,231 | 13,562 | 1,811,440 | 2,015,821 |
| | | | |
Current | 10,231 | 13,562 | 691,624 | 763,384 |
Non-current | - | - | 1,119,816 | 1,252,437 |
| a) | Mainly related to: (i) advances for lease agreements that were not included in the initial measurement of lease liabilities / right-of-use of the subsidiary The Body Shop, in accordance with the exemptions of IFRS 16 / CPC 06(R2); and (ii) security deposits for the rental of certain stores of the subsidiaries The Body Shop and Aesop, which will be returned by the landlord at the end of the lease agreements. The balances on June 30, 2023 do not include the deposits of the indirect subsidiary Aesop that were classified as assets held for sale according to note 36. |
| | |
| b) | Pension plan arising from the acquisition of subsidiary Avon. |
|
|
|
| c) | Refers to the sublease receivable from the New York office owned by the subsidiary Avon. |
| | |
| d) | Refers to receivables mainly arising from damage that occurred with carriers and insurance companies. |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Parent |
| June 30, 2023 | December 31, 2022 |
Investments in subsidiaries, net of losses | 20,509,415 | 22,215,420 |
Information and changes in the balances for the six-month period ended June 30, 2023 and 2022 are as follows:
| June 30, 2023 |
| Natura Cosméticos S.A. (a) | Avon Products, Inc. | Natura &Co International S.à.r.l. | Total |
Percentage of interest | 100.00% | 100.00% | 100.00% | |
Shareholders’ equity of the subsidiaries (unsecured liabilities) | 5,702,728 | (6,777,098) | 5,567,385 | 4,493,015 |
Shareholders’ equity interest (unsecured liabilities) | 5,702,728 | (6,777,098) | 5,567,385 | 4,493,015 |
Fair value adjustment of acquired assets and liabilities | - | 3,635,624 | - | 3,635,624 |
Tax benefit from income tax of subsidiaries (b) | - | 357,327 | - | 357,327 |
Goodwill | - | 12,023,449 | - | 12,023,449 |
Total | 5,702,728 | 9,239,302 | 5,567,385 | 20,509,415 |
Net income (loss) for the period of subsidiaries | 15,707 | (1,379,747) | 50,403 | (1,313,637) |
| | | | |
Balances as of December 31, 2022 | 5,992,009 | 10,500,599 | 5,722,812 | 22,215,420 |
Share of profit (loss) of equity investees | 15,707 | (1,379,747) | 50,403 | (1,313,637) |
Translation adjustment | (317,897) | 124,223 | (355,833) | (549,507) |
Capital increase | - | - | 150,000 | 150,000 |
Distribution of dividends | (150,000) | - | - | (150,000) |
Effect of hyperinflationary economy adjustment | 251,388 | (30,570) | - | 220,818 |
Contribution by the controlling company for purchase option plans granted to executive officers of the subsidiaries and other reserves net of tax effects | 7,909 | 28,103 | - | 36,012 |
Hedge accounting net of tax effects | (95,817) | (3,306) | - | (99,123) |
Other impacts | (571) | - | 3 | (568) |
Balance as of June 30, 2023 | 5,702,728 | 9,239,302 | 5,567,385 | 20,509,415 |
| a) | The investment balance in the direct subsidiary Natura Cosméticos S.A. includes goodwill arising from the acquisitions of the indirect a) The investment balance in the direct subsidiary Natura Cosméticos S.A. includes goodwill arising from the acquisitions of the indirect subsidiaries The Body Shop R$ 1,691,567 (R$1,663,545 as of June 30, 2022) and Aesop (R$ 128,087 as of June 30, 2022), according to note 17. |
| | |
| b) | Refers to a tax benefit provided for in the United Kingdom where entities with taxable income can use credits from companies with tax losses if they are part of the same economic group and are in the same jurisdiction. This credit originated in the business combination of Avon and is expected to be realized from the operations in the United Kingdom. |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| June 30, 2022 |
| Natura Cosméticos S.,A.(a) | Avon Products, Inc. | Natura &Co International S.à.r.l. | Total |
Percentage of interest | 100.00% | 100.00% | 100.00% | |
Shareholders’ equity of the subsidiaries (unsecured liabilities) | 5,863,107 | (4,884,787) | 5,809,203 | 6,787,523 |
Shareholders’ equity interest (unsecured liabilities) | 5,863,107 | (4,884,787) | 5,809,203 | 6,787,523 |
Fair value adjustment of acquired assets and liabilities | - | 4,269,499 | - | 4,269,499 |
Tax benefit from income tax of subsidiaries (b) | - | 393,005 | - | 393,005 |
Goodwill | - | 12,766,121 | - | 12,766,121 |
Total | 5,863,107 | 12,543,838 | 5,809,203 | 24,216,148 |
Net income (loss) for the period of subsidiaries | (139,832) | (1,090,599) | 32,955 | (1,197,476) |
| | | | |
Balances as of December 31, 2021 | 7,816,896 | 14,034,994 | 6,429,288 | 28,281,178 |
Share of profit (loss) of equity investees | (139,832) | (1,090,599) | 32,955 | (1,197,476) |
Translation adjustment | (1,505,164) | (322,455) | (658,360) | (2,485,979) |
Effect of hyperinflationary economy adjustment | 77,541 | (92,141) | - | (14,600) |
Contribution by the controlling company for purchase option plans granted to executive officers of the subsidiaries and other reserves net of tax effects | 49,540 | 14,221 | - | 63,761 |
Hedge accounting net of tax effects | (435,875) | (182) | 5,322 | (430,735) |
Other impacts | 1 | - | (2) | (1) |
Balance as of June 30, 2022 | 5,863,107 | 12,543,838 | 5,809,203 | 24,216,148 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
| Useful life range (in years) | December 31, 2022 | Additions | Write-offs | Transfers | Transfer to asset held for sale | Translation adjustment | June 30, 2023 |
Cost: | | | | | | | | |
Vehicles | 2 to 5 | 74,362 | 1,911 | (3,100) | 7,743 | 76 | (9,968) | 71,024 |
Tooling | 3 | 204,177 | - | - | 5,967 | - | 80 | 210,224 |
Tools and accessories | 3 to 20 | 175,452 | 4,961 | - | 4,406 | - | (95) | 184,724 |
Facilities | 3 to 60 | 307,448 | 2,035 | (832) | 6,673 | (166) | (1,241) | 313,917 |
Machinery and accessories | 3 to 15 | 2,272,136 | 3,043 | (15,897) | 121,120 | (25,065) | (41,893) | 2,313,444 |
Leasehold improvements | 2 to 20 | 1,128,086 | 11,775 | (52,399) | 8,141 | (580,932) | (29,819) | 484,852 |
Buildings | 14 to 60 | 1,916,939 | 10,960 | (7,620) | (4,275) | (507,665) | (49,219) | 1,359,120 |
Furniture and fixtures | 2 to 25 | 674,062 | 16,805 | (60,906) | 5,538 | (93,440) | (32,064) | 509,995 |
Land | - | 645,657 | 471 | - | - | (19,216) | (19,349) | 607,563 |
IT equipment | 3 to 15 | 627,770 | 2,346 | (40,175) | 13,200 | (52,223) | (22,342) | 528,576 |
Other assets | - | 26,230 | - | - | - | - | (996) | 25,234 |
Projects in progress | - | 580,627 | 164,855 | (22,582) | (184,227) | (38,819) | (18,305) | 481,549 |
Total cost | | 8,632,946 | 219,162 | (203,511) | (15,714) | (1,317,450) | (225,211) | 7,090,222 |
| | | | | | | | |
Depreciation value: | | | | | | | | |
Vehicles | | (38,070) | (2,097) | 2,047 | - | (24) | 2,860 | (35,284) |
Tooling | | (179,485) | (4,301) | - | - | - | (55) | (183,841) |
Tools and accessories | | (135,440) | (10,622) | - | - | - | (486) | (146,548) |
Facilities | | (201,307) | (6,409) | 826 | - | 166 | (3,476) | (210,200) |
Machinery and accessories | | (1,118,339) | (124,224) | 14,544 | - | 17,185 | 51,590 | (1,159,244) |
Leasehold improvements | | (626,431) | (38,132) | 50,282 | - | 355,858 | 26,683 | (231,740) |
Buildings | | (455,402) | (77,986) | 7,595 | 20 | 255,063 | 22,702 | (248,008) |
Furniture and fixtures | | (408,832) | (41,838) | 60,497 | - | 62,651 | 24,032 | (303,490) |
IT equipment | | (475,668) | (31,754) | 37,394 | (429) | 31,284 | 18,362 | (420,811) |
Other assets | | (27,822) | (292) | - | - | - | 603 | (27,511) |
Total depreciation | | (3,666,796) | (337,655) | 173,185 | (409) | 722,183 | 142,815 | (2,966,677) |
Net total | | 4,966,150 | (118,493) | (30,326) | (16,123) | (595,267) | (82,396) | 4,123,545 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
| Useful life range (in years) | December 31, 2021 | Additions | Write-offs | Transfers | Translation adjustment | June 30, 2022 |
Cost: | | | | | | | |
Vehicles | 2 to 5 | 38,902 | 1 | (6,281) | 13 | (5,662) | 26,973 |
Tooling | 3 | 191,840 | - | - | 1,066 | (138) | 192,768 |
Tools and accessories | 3 to 20 | 110,998 | 9,938 | (333) | 23,176 | (23,091) | 120,688 |
Facilities | 3 to 60 | 303,452 | 44 | (2,106) | 2,909 | (5,099) | 299,200 |
Machinery and accessories | 3 to 15 | 1,959,943 | 8,749 | (35,773) | 55,895 | (129,520) | 1,859,294 |
Leasehold improvements | 2 to 20 | 1,128,504 | 14,611 | (29,066) | 21,194 | (100,940) | 1,034,303 |
Buildings | 14 to 60 | 1,982,245 | 4,893 | (334) | (7,455) | (83,876) | 1,895,473 |
Furniture and fixtures | 2 to 25 | 660,126 | 32,034 | (31,419) | 15,643 | (59,143) | 617,241 |
Land | - | 628,373 | - | - | 9,607 | (43,576) | 594,404 |
IT equipment | 3 to 15 | 634,580 | 11,409 | (57,303) | (53,475) | (63,495) | 471,716 |
Other assets | - | 31,636 | - | (81) | - | 6,944 | 38,499 |
Projects in progress | - | 561,488 | 244,432 | (3,444) | (199,035) | (47,764) | 555,677 |
Total cost | | 8,232,087 | 326,111 | (166,140) | (130,462) | (555,360) | 7,706,236 |
| | | | | | | |
Depreciation value: | | | | | | | |
Vehicles | | (9,457) | (5,745) | 5,548 | (32) | 5,539 | (4,147) |
Tooling | | (174,164) | (3,711) | 0 | - | 94 | (177,781) |
Tools and accessories | | (65,740) | (12,655) | 19 | (20,933) | 20,939 | (78,370) |
Facilities | | (183,420) | (7,768) | 1,748 | - | (191) | (189,631) |
Machinery and accessories | | (728,408) | (88,274) | 30,893 | (2,221) | 76,621 | (711,389) |
Leasehold improvements | | (602,622) | (66,289) | 26,268 | 90 | 55,325 | (587,228) |
Buildings | | (298,327) | (44,458) | 186 | 11,213 | 51,116 | (280,270) |
Furniture and fixtures | | (369,610) | (44,517) | 26,991 | 1,874 | 31,232 | (354,030) |
IT equipment | | (392,095) | (42,536) | 58,236 | 60,875 | 48,966 | (266,554) |
Other assets | | (30,836) | (1,125) | 88 | - | 826 | (31,047) |
Total depreciation | | (2,854,679) | (317,078) | 149,977 | 50,866 | 290,467 | (2,680,447) |
Net total | | 5,377,408 | 9,033 | (16,163) | (79,596) | (264,893) | 5,025,789 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
| Useful life range (in years) | December 31, 2022 | Additions | Write-offs | Transfers | Transfer to asset held for sale | Translation adjustment | June 30, 2023 |
Cost: | | | | | | | | |
Software | 2.5 to 10 | 2,949,813 | 56,211 | (43,500) | 150,463 | (96,956) | (113,445) | 2,902,586 |
Trademarks and patents (defined useful life) | 20 to 25 | 813,204 | - | - | - | (139,869) | (51,132) | 622,203 |
Trademarks and patents (indefinite useful life) | - | 4,818,030 | - | - | - | - | 41,083 | 4,859,113 |
Goodwill Avon | - | 12,307,865 | - | - | - | - | (284,415) | 12,023,450 |
Goodwill Emeis Brazil Pty Ltd. | - | 124,315 | - | - | - | (124,315) | - | - |
Goodwill The Body Shop | - | 1,645,527 | - | - | - | - | 46,040 | 1,691,567 |
Goodwill acquisition of The Body Shop stores | - | 1,456 | - | - | - | - | - | 1,456 |
Goodwill acquisition of Singu stores | - | - | 52,049 | - | - | - | - | 52,049 |
Relationship with retail clients | 10 | 2,583 | - | - | - | (2,255) | (10) | 318 |
Key money (indefinite useful life) | - | 22,313 | - | - | - | - | (842) | 21,471 |
Key money (defined useful life) | 3 to 18 | 7,828 | 383 | (1,743) | (378) | - | 811 | 6,901 |
Relationship with franchisees and sub franchisees and sales representatives | 14 to 15 | 2,676,563 | - | (13,844) | 372 | - | (120,519) | 2,542,572 |
Technology developed (by acquired subsidiary) | - | 1,457,039 | - | - | - | - | (111,281) | 1,345,758 |
Other intangible assets and intangible under development | - | 133,403 | 104,774 | (5,563) | (134,764) | (9,797) | (2,956) | 85,097 |
Total cost | | 26,959,939 | 213,417 | (64,650) | 15,693 | (373,192) | (596,666) | 26,154,541 |
| | | | | | | | |
Accumulated amortization: | | | | | | | | |
Software | | (1,720,169) | (217,365) | 41,944 | 430 | 75,818 | 101,047 | (1,718,295) |
Trademarks and patents | | (169,620) | (16,199) | - | - | 55,095 | 8,343 | (122,381) |
Relationship with retail clients | | (10,103) | - | 1,743 | - | - | (1,220) | (9,580) |
Key money | | (2,968) | - | - | - | 2,255 | 10 | (703) |
Relationship with franchisees and sub franchisees | | (918,994) | (133,986) | 14,892 | - | - | 37,361 | (1,000,727) |
Technology developed | | (874,225) | (141,663) | - | - | - | 73,856 | (942,032) |
Other intangible assets | | (2,890) | (2,443) | 2,175 | - | 9,797 | (10,017) | (3,378) |
Total accrued amortization | | (3,698,969) | (511,656) | 60,754 | 430 | 142,965 | 209,380 | (3,797,096) |
Net total | | 23,260,970 | (298,239) | (3,896) | 16,123 | (230,227) | (387,286) | 22,357,445 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
| Useful life range (in years) | December 31, 2021 | Additions | Write-offs | Transfers | Translation adjustment | June 30, 2022 |
Cost: | | | | | | | |
Software | 2.5 to 10 | 2,492,616 | 54,355 | (31,324) | 348,471 | (227,501) | 2,636,617 |
Trademarks and patents (defined useful life) | 20 to 25 | 889,834 | - | - | - | (112,984) | 776,850 |
Trademarks and patents (indefinite useful life) | - | 5,888,623 | - | - | - | (979,558) | 4,909,065 |
Goodwill Avon | - | 13,381,191 | - | - | - | (553,555) | 12,827,636 |
Goodwill Emeis Brazil Pty Ltd. | - | 143,180 | - | - | - | (15,093) | 128,087 |
Goodwill The Body Shop | - | 2,063,672 | - | - | - | (400,127) | 1,663,545 |
Goodwill acquisition of The Body Shop stores | - | 1,456 | - | (891) | - | - | 565 |
Relationship with retail clients | 10 | 2,880 | - | - | - | (271) | 2,609 |
Key money (indefinite useful life) | - | 24,985 | - | - | - | (2,402) | 22,583 |
Key money (defined useful life) | 3 to 18 | 14,363 | - | (5,596) | - | (1,853) | 6,914 |
Relationship with franchisees and sub franchisees and sales representatives | 14 to 15 | 2,990,558 | - | - | - | (223,826) | 2,766,732 |
Technology developed (by acquired subsidiary) | - | 1,580,808 | - | - | - | (209,271) | 1,371,537 |
Other intangible assets and intangible under development | - | 277,776 | 83,065 | (1) | (202,128) | (13,654) | 145,058 |
Total cost | | 29,751,942 | 137,420 | (37,812) | 146,343 | (2,740,095) | 27,257,798 |
| | | | | | | |
Accumulated amortization: | | | | | | | |
Software | | (1,369,767) | (205,392) | 30,779 | (58,295) | 168,647 | (1,434,028) |
Trademarks and patents | | (143,186) | (18,774) | - | - | 22,033 | (139,927) |
Key money | | (16,517) | - | 5,486 | - | 1,973 | (9,058) |
Relationship with retail clients | | (3,218) | (43) | - | - | 537 | (2,724) |
Relationship with franchisees and sub franchisees | | (729,049) | (139,037) | - | - | 62,843 | (805,243) |
Technology developed | | (632,326) | (139,018) | - | - | 85,574 | (685,770) |
Other intangible assets | | (296) | (753) | - | (48) | (673) | (1,770) |
Total accrued amortization | | (2,894,359) | (503,017) | 36,265 | (58,343) | 340,934 | (3,078,520) |
Net total | | 26,857,583 | (365,597) | (1,547) | 88,000 | (2,399,161) | 24,179,278 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
a) Right-of-use
| Consolidated |
| Useful life in Years (a) | December 31, 2022 | Additions | Write-offs | Transfer to asset held for sale (b) | Translation adjustment | June 30, 2023 |
Cost: | | | | | | | |
Vehicles | 3 | 164,661 | 36,421 | (84,269) | - | (16,184) | 100,629 |
Machinery and equipment | 3 to 10 | 31,216 | 6,481 | (674) | - | (7,464) | 29,559 |
Buildings | 3 to 10 | 1,570,088 | 136,117 | (100,741) | - | (81,044) | 1,524,420 |
IT equipment | 10 | 29,052 | 2,148 | (4,433) | - | (5,823) | 20,944 |
Retail stores | 3 to 10 | 3,361,432 | 168,180 | (208,244) | (1,388,973) | (100,642) | 1,831,753 |
Software | 3 to 4 | 13,527 | 5,566 | - | - | (43) | 19,050 |
Tools and accessories | 3 | 498 | 14 | - | - | (5) | 507 |
Total cost | | 5,170,474 | 354,927 | (398,361) | (1,388,973) | (211,205) | 3,526,862 |
| | | | | | | |
Depreciation value: | | | | | | | |
Vehicles | | (105,457) | (20,269) | 82,536 | - | 15,521 | (27,669) |
Machinery and equipment | | (13,787) | (4,808) | 674 | - | 6,904 | (11,017) |
Buildings | | (556,655) | (124,194) | 50,537 | - | 22,217 | (608,095) |
IT equipment | | (23,957) | (2,765) | 4,433 | - | 5,298 | (16,991) |
Retail stores | | (1,525,308) | (187,207) | 208,244 | 563,908 | 65,903 | (874,460) |
Software | | (3,121) | (2,692) | - | - | (15) | (5,828) |
Tools and accessories | | (302) | (88) | - | - | 204 | (186) |
Total accrued depreciation | | (2,228,587) | (342,023) | 346,424 | 563,908 | 116,032 | (1,544,246) |
Net total | | 2,941,887 | 12,904 | (51,937) | (825,065) | (95,173) | 1,982,616 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
| Useful life in Years (a) | December 31, 2021 | Additions | Write-offs | Translation adjustment | June 30, 2022 |
Cost: | | | | | | |
Vehicles | 3 | 168,062 | 15,382 | (18,140) | (7,339) | 157,965 |
Machinery and equipment | 3 to 10 | 33,629 | 4,414 | (7,179) | (4,424) | 26,440 |
Buildings | 3 to 10 | 1,543,018 | 182,634 | (72,711) | (60,990) | 1,591,951 |
IT equipment | 10 | 31,803 | 575 | (1,714) | (494) | 30,170 |
Retail stores | 3 to 10 | 3,417,595 | 407,682 | (189,309) | (366,075) | 3,269,893 |
Tools and accessories | 3 | 1,053 | - | (384) | (146) | 523 |
Total cost | | 5,195,160 | 610,687 | (289,437) | (439,468) | 5,076,942 |
| | | | | | |
Depreciation value: | | | | | | |
Vehicles | | (91,509) | (21,360) | 17,188 | 5,518 | (90,163) |
Machinery and equipment | | (17,133) | (4,658) | 7,179 | 2,151 | (12,461) |
Buildings | | (507,045) | (135,667) | 66,314 | 32,604 | (543,794) |
IT equipment | | (24,410) | (3,452) | 1,712 | 2,432 | (23,718) |
Retail stores | | (1,458,512) | (293,566) | 186,580 | 185,984 | (1,379,514) |
Tools and accessories | | (582) | (130) | 384 | 76 | (252) |
Total accrued depreciation | | (2,099,191) | (458,833) | 279,357 | 228,765 | (2,049,902) |
Net total | | 3,095,969 | 151,854 | (10,080) | (210,703) | 3,027,040 |
| a) | The useful lives applied refer to the term of the contracts in which the Company is sure that it will use the assets underlying the lease contracts according to the contractual terms. |
| b) | Refers to key money related to store rentals. This amount is transferred from “right of use” to "intangible assets” when a new commercial agreement with the lessor is not yet signed. |
| c) | Retail stores write-offs are associated with the transformation plan of the subsidiary The Body Shop, as mentioned in Note 28. |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
| June 30, 2023 | June 30, 2022 |
Amounts recognized in the statement of income for the six-month period ended June 30, 2023 and 2022: | | |
Financial expense on lease | 79,493 | 81,226 |
Amortization of right of use | 342,023 | 411,816 |
Appropriation in the result of variable lease installments not included in the measurement of lease liabilities | 5,158 | 16,068 |
Sublease revenue | (10,817) | (24,467) |
Short-term lease expenses and low-value assets | 19,299 | 34,770 |
Benefits granted by lessor related to Covid-19 | (494) | (5,735) |
Other lease-related expenses | 2,832 | 1,633 |
Total | 437,494 | 515,311 |
| | |
Amounts recognized in the financing activities in the cash flow statement: | | |
Lease payments (principal) | 393,709 | 473,231 |
Amounts recognized in the operating activities in the cash flow statement: | | |
Lease payments (interest) | 82,357 | 77,705 |
Variable lease payments, not included in the measurement of lease liabilities | 8,413 | 3,447 |
Short-term and low-value assets lease payments | 15,543 | 26,821 |
Other lease-related payments | 19,018 | 8,915 |
Total | 519,040 | 590,119 |
b) Lease liability
| Consolidated |
| June 30, 2023 | December 31, 2022 |
Current | 607,555 | 878,448 |
Non-current | 1,539,135 | 2,392,289 |
Total | 2,146,690 | 3,270,737 |
Below are the changes in lease liability balances for the six-month period ended June 30, 2023 and 2022:
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
Balance as of December 31, 2021 | 3,547,862 |
New contracts and modifications | 638,390 |
Payments (principal) | (526,728) |
Payments (interest) | (77,705) |
Appropriation of financial charges | 95,056 |
Write-offs (a) | (1,176) |
Translation adjustment | (333,772) |
Balance as of June 30, 2022 | 3,341,927 |
| |
Balance as of December 31, 2022 | 3,270,737 |
Transfer to asset held for sale | (891,098) |
New agreements and modifications | 307,849 |
Payments (principal) | (393,709) |
Payments (interest) | (82,357) |
Appropriation of financial charges | 79,493 |
Write-offs (a) | (33,932) |
Translation adjustment | (110,293) |
Balance as of June 30, 2023 | 2,146,690 |
| |
| a) | Mainly related to termination of agreements related to lease of stores. |
The amount of lease liability payments, including interest payments due to maturity, is as follows:
| Consolidated |
| June 30, 2023 | December 31, 2022 |
Less than a year | 787,182 | 1,070,253 |
One to five years | 1,426,488 | 2,019,723 |
More than five years | 403,142 | 856,402 |
Total expected cash flow | 2,616,812 | 3,946,378 |
Interest to be incurred | (470,122) | (675,641) |
Total balance | 2,146,690 | 3,270,737 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Ref, | Consolidated |
| June 30, 2023 | December 31, 2022 |
Local currency: | | | |
Financing Agency for Studies and Projects FINEP | | 2,430 | 16,979 |
Debentures | A | 2,008,103 | 1,913,204 |
Commercial Notes | B | 519,276 | 519,044 |
Working capital – Avon | | 76,205 | 113,664 |
Working Capital - Natura &Co Luxembourg | C | 1,806,373 | 1,304,425 |
Notes – Avon (1) | D | 1,287,621 | 1,421,272 |
Notes – Luxembourg | E | 2,893,999 | 3,130,732 |
Working Capital | | 16,082 | - |
Total in local currency | | 8,610,089 | 8,419,320 |
| | | |
Foreign currency: | | | |
Representative debt securities (“Notes”) | F | 4,778,711 | 5,172,966 |
Total in foreign currency | | 4,778,711 | 5,172,966 |
Grand total | | 13,388,800 | 13,592,286 |
| | | |
Current | | 362,680 | 331,151 |
Non-current | | 13,026,120 | 13,261,135 |
| | | |
Debentures | | | |
Current | | 156,651 | 77,601 |
Non-current | | 1,851,452 | 1,835,603 |
| (1) | Balances recognized at fair value in the business combination with subsidiary Avon and subsequently measured at amortized cost. |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
Reference | Currency | Maturity | Charges | Effective interest rate | Guarantees |
A | Brazillian Real | July 2027 to September 2032 | CDI + 1.65%; CDI + 0.8%; IPCA + 6.8% and IPCA + 6.9% with bi-annual payments | CDI+1.65%, CDI+0.8%, CDI+1.34% e CDI+1.60% | Guarantee of Natura &Co Holding S.A. |
B | Brazilian Real | September 2025 | CDI interest + 1.55% with bi-annual payments | CDI+1.55% | Guarantee of Natura &Co Holding S.A. |
C | US Dollar | November 2025 | SOFR + 2.47% p.a. with bi-annual payments | SOFR + 2.47%% p.a. | Guarantee of Natura &Co Holding S.A. and Natura Cosméticos S.A. |
D | US Dollar | March 2023 and March 2043 | Interest of 6.45% p.a. and 8.45% p.a. with bi-annual payments | Interest of 6.45% p.a. and 8.45% p.a. | None |
E | US Dollar | April 2029 | Interest of 6.00% p.a. with bi-annual payments | 6.125% p.a. | Guarantee of Natura &Co Holding S.A. and Natura Cosméticos S.A. |
F | US Dollar | May 2028 | Interest of 4.125% (with real cost equivalent to the CDI + 3.33% p.a. Considering the derivate contracted to hedge the variation of the associated cash flows) with bi-annual payments | CDI + 3.33% | Guarantee of Natura &Co Holding S.A. |
Changes in the balances of borrowing, financing and debentures for the six-month period ended June 30, 2023 and 2022 are as follows:
| Consolidated |
---|
Balance as of December 31, 2021 | 12,716,832 |
---|
New borrowing and financing | 4,727,033 |
---|
Repayment | (3,638,701) |
---|
Appropriation of financial charges and funding costs | 335,638 |
---|
Financial charges payment | (362,663) |
---|
Exchange rate variation | (375,209) |
---|
Translation adjustment | (363,393) |
---|
Balance as of June 30, 2022 | 13,039,537 |
---|
| |
---|
Balance as of December 31, 2022 | 13,592,286 |
---|
New borrowing and financing (a) | 654,920 |
---|
Repayment | (118,812) |
---|
Appropriation of financial charges and funding costs | 494,549 |
---|
Financial charges payment | (471,237) |
---|
Exchange rate variation | (396,150) |
---|
Translation adjustment | (366,756) |
---|
Balance as of June 30, 2023 | 13,388,800 |
---|
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| a) | The movement that occurred in 2023 is mainly due to the revolving credit line obtained by the subsidiary Natura &Co Luxembourg in the amount of US$125 million during the second quarter of 2023. |
The maturities of non-current portion of borrowing, financing and debentures liabilities are as follows:
| Consolidated |
| June 30, 2023 | December 31, 2022 |
2025 | 2,091,794 | - |
2026 | 1,196,844 | 1,763,902 |
2027 onwards | 9,737,482 | 11,497,233 |
Total | 13,026,120 | 13,261,135 |
As of June 30, 2023 and December 31, 2022, the Company and its subsidiaries no longer has the obligation to calculate and disclose restrictive clauses (covenants), which establish the maintenance of minimum financial indicators resulting from the quotient of dividing the net debt of treasury by the EBITDA of the last 12 months, based on the maturity and early settlement of the 9th and 10th series of debentures in December 2022.
The Company also has covenants related to non-financial indicators according to each Contract. The Company is in compliance with such covenants as of June 30, 2023 and December 31, 2022.
| Parent | Consolidated |
---|
| June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 |
---|
Domestic trade accounts payable | 11,290 | 3,402 | 4,375,780 | 4,644,534 |
---|
Foreign trade accounts payable (a) | 2,029 | 3,049 | 692,035 | 877,496 |
---|
Subtotal | 13,319 | 6,451 | 5,067,815 | 5,522,030 |
---|
Reverse factoring operations (b) | - | - | 581,077 | 853,900 |
---|
Total | 13,319 | 6,451 | 5,648,892 | 6,375,930 |
---|
| a) | Refers to imports mainly denominated in US dollars, Euros and British pounds. |
| b) | The Company has contracts signed with first class financial institutions, mainly Banco Itaú Unibanco S.A. to directly structure a reverse factoring operation with the Company’s main suppliers. For more details on these transactions, please refer to note 3.15 of the annual financial statements for the year ended December 31, 2022. |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Parent | Consolidated |
---|
| June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 |
---|
ICMS (ordinary) | - | - | 170,580 | 180,708 |
---|
ICMS-ST provision (a) | - | - | 62,878 | 60,945 |
---|
Taxes on invoicing abroad | - | - | 216,113 | 346,407 |
---|
Withholding tax (IRRF) | - | - | 96,100 | 138,293 |
---|
Other taxes payable - foreign subsidiaries | - | - | 119,922 | 147,056 |
---|
Income tax | 12,613 | 12,051 | 18,167 | 18,170 |
---|
PIS and COFINS payable | 336 | 140 | 336 | 140 |
---|
INSS and service tax (ISS) payable | 420 | - | 26,316 | 31,895 |
---|
Other | - | - | 19,355 | 21,869 |
---|
Total | 13,369 | 12,191 | 729,767 | 945,483 |
---|
| | | | |
---|
Current | 13,369 | 12,191 | 607,063 | 828,125 |
---|
Non-current | - | - | 122,704 | 117,358 |
---|
| a) | The Company has discussions about the illegality of changes in state laws to charge ICMS-ST. Part of the amount recorded as tax payable but not yet paid is being discussed in court by the Company, and in some cases, the amounts are deposited in court, as mentioned in Note 12. |
22.1 Contingencies assessed as probable risk of loss
| Consolidated |
| Tax | Civil | Labor | Contingent liabilities (business combination)(3) | Total |
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| | | | | | | | | | |
Balance as of January 1 | 187,052 | 181,693 | 557,675 | 305,690 | 186,118 | 233,474 | 406,428 | 597,585 | 1,337,273 | 1,318,442 |
Additions | 7,868 | 4,220 | 220,840 | 122,735 | 48,174 | 51,889 | - | - | 276,882 | 178,844 |
Reversals | (4,490) | (15,100) | (5,363) | (9,678) | (19,271) | (8,945) | (25,594) | (56,931) | (54,718) | (90,654) |
Payments/ utilization of judicial deposits(1) | (49,425) | (3,183) | (197,934) | (77,947) | (21,563) | (31,472) | - | - | (268,922) | (112,602) |
Inflation adjustment | 5,352 | 6,255 | 13,621 | 2,519 | 2,449 | 2,574 | 15,742 | 12,147 | 37,164 | 23,495 |
Translation adjustment | (2,842) | (3,740) | (44,604) | (9,182) | (9,599) | (19,495) | (16,512) | (7,359) | (73,557) | (39,776) |
Transfers (2) | - | (3,819) | - | (1,716) | 15 | (465) | - | - | 15 | (6,000) |
Balance as of June 30 | 143,515 | 166,326 | 544,235 | 332,421 | 186,323 | 227,560 | 380,064 | 545,442 | 1,254,137 | 1,271,749 |
| | | | | | | | | | |
Current | | | | | | | | | 419,114 | 259,403 |
Non-current | | | | | | | | | 835,023 | 1,012,346 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
The changes in the provision for tax, civil and labor risks and contingent liabilities are presented below:
| (1) | Tax payments refer mainly to the completion of the administrative procedure with the State of Amazonas for the effective settlement of tax amnesties, using judicial deposits, filed by the Company in the year 2022. |
| (2) | Reversals of contingent liabilities (business combination) with Avon refer mainly to the change in estimates for tax, civil and labor lawsuits. |
| (3) | The business combination amounts as of June 30, 2023, arising from the business combination with Avon are segregated between tax (R$371,154) and labor (R$8,910) lawsuits. |
a) Disputes related to talc (Civil)
The subsidiary Avon Products, Inc (“Avon”) has been named a defendant in numerous personal injury lawsuits filed in U,S, courts, alleging that certain talc products the company sold in the past were contaminated with asbestos. Many of these actions involve a number of co-defendants, including manufacturers of cosmetics and manufacturers of other products that, unlike the subsidiary Avon’s Products, were designed to contain asbestos. As of June 30, 2023, there were 275 individual cases pending against the subsidiary Avon (during the six-month period ended June 30, 2023, 108 new cases were started and 61 were dismissed, settled or otherwise resolved).
In December 2022, a case, titled Chapman, et al, v, Avon Products, Inc. et al,. No, 22STCV05968, resulted in an adverse jury verdict after a trial, with the jury awarding the plaintiffs a total of US$36,0 million in compensatory damages and US$10,3 million in punitive damages against the subsidiary Avon. The Company believes it has strong grounds to seek the annulment of the judgment in this case and in January 2023 began the process of appealing the verdict seeking annulment in the trial court. On March 1, 2023, following post-trial arguments, the trial court issued a conditional order reducing the compensatory damages award against the subsidiary Avon to US$29,3 million. Plaintiffs have challenged the reduction of the award as to subsidiary Avon and have asserted that the reduction should only apply to subsidiary Avon’s co-defendant. The trial court has resolved this issue in Plaintiffs’ favor and, once judgment is entered, the case will proceed on appeal.
22.2. Contingencies assessed as possible risk of loss
The Company has administrative and judicial contingencies for which the expectation of loss, evaluated by Company Management and supported by its legal advisors, is classified as possible and, therefore, no provision has been recorded. As of June 30, 2023, the contingencies classified as possible loss are presented below:
| Consolidated |
---|
| June 30, 2023 | December 31, 2022 |
---|
Tax | 8,716,820 | 8,480,614 |
---|
Civil | 243,085 | 161,859 |
---|
Labor | 180,973 | 164,462 |
---|
Total contingent liabilities | 9,140,878 | 8,806,935 |
---|
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Parent | Consolidated |
---|
| June 30, 2023 | December 31, 2022 | June 30, 2023 | December 31, 2022 |
---|
| | | | |
---|
Pension and post-employment health care plans (a) | - | - | 476,079 | 463,948 |
---|
Deferred revenue from performance obligations with customers (b) | - | - | 235,296 | 313,204 |
---|
Provision for incentives to consultants | - | - | 164,889 | 217,349 |
---|
Provision for operating expenses (marketing / technology, etc,) (c) | - | - | 391,587 | 604,064 |
---|
Provision for store renovation | - | - | 96,445 | 116,137 |
---|
Crer Para Ver (d) | - | - | 54,099 | 87,420 |
---|
Provision for restructuring (e) | 27,844 | 39,846 | 178,337 | 175,809 |
---|
Insurance payables | 1,912 | - | 58,164 | 69,364 |
---|
Other Liabilities (f) | 3,159 | 1,017 | 166,683 | 203,331 |
---|
Total | 32,915 | 40,863 | 1,821,579 | 2,250,626 |
---|
| | | | |
---|
Current | 16,042 | 23,113 | 1,096,180 | 1,499,060 |
---|
Non-current | 16,873 | 17,750 | 725,399 | 751,566 |
---|
| a) | As of June 30, 2023, there is R$ 251,794 (R$ 282,295 as of December 31, 2022) referring to pension plans, and R$29,649 referring to post-employment plans (R$28,456 as of December 31, 2022) of subsidiary Avon, and R$ 136,845 (R$129,697 as of December 31, 2022) referring to post-employment assistance plans of the subsidiary Natura Cosméticos and R$ 57,791 (R$ 51,956 as of December 31, 2022) referring to post-employment assistance plans of the subsidiary Natura &Co International. |
| b) | Refers to the deferral of revenue from performance obligations related to loyalty programs based on points, sale of gift cards not yet converted into products and programs and events to honor direct sales consultants, of which R$ 128,479 (R$ 190,790 as of December 31, 2022) is referring to subsidiary Avon, R$ 87,411 (R$ 93,761 as of December 31, 2022) referring to the consolidated subsidiary Natura Cosméticos and R$ 19,406 (R$ 28,653 as of December 31, 2022) referring to subsidiary Natura &Co International. |
| c) | Refers to the Company's operating provisions arising mainly from expenses with the provision of technology, marketing and advertising services. |
| d) | Contribution of the social program to the development of the quality of education. |
| e) | Provision for costs directly related to the integration plan and changes in the organizational structure substantially of the subsidiary Avon and review of the Group's corporate structure. |
| f) | Refers to miscellaneous provisions such as indemnities and non-current contractual obligations. |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
24.1 Treasury shares
On June 30, the item “Treasury shares” has the following composition:
| Number of shares | R$ (in thousands) | Average price per share - R$ |
Balance as of December 31, 2021 | 4,899,540 | 151,342 | 30.89 |
Used | (313,785) | (8,282) | 26.39 |
Acquired | 5,391,900 | 120,300 | 22.31 |
Balance as of June 30, 2022 | 9,977,655 | 263,360 | 26.39 |
| | | |
Balance as of December 31, 2022 | 9,913,855 | 262,360 | 26.46 |
Used | (2,494,405) | (65,852) | 26.40 |
Balance as of June 30, 2023 | 7,419,450 | 196,508 | 26.49 |
The minimum and maximum cost of the balance for treasury shares on June 30, 2023 is R$12.46 and R$16.83, respectively.
As a result of the sale of Aesop, this operating segment was classified in the consolidated balance sheet as an asset held for sale as of June 30, 2023, and the results arising from this segment were classified as discontinued operations in the income statement for the six-month period ended June 30, 2023 and 2022.
The other operating segments did not change their composition and information by geographic area in relation to that disclosed in the financial statements for the year ended December 31, 2022.
Net revenue by segment is as follows for the six-month period ended June 30, 2023:
Natura &Co Latam – 68.4%
Avon International – 20.7%
The Body Shop – 10.9%
The following tables summarize the financial information related to the six-month period ended June 30, 2023 and 2022 and the year ended December 31, 2022:
25.1 Operating segments
| June 30, 2023 |
| Reconciliation to net income (loss) for the period |
| Net Revenue | Performance assessed by the company | Depreciation and amortization | Discontinued operations | Financial income | Financial expense | Income tax | Net income (loss) |
Natura &Co Latam | 10,326,589 | 1,262,612 | (465,897) | (15,890) | 1,781,066 | (2,486,105) | (123,099) | (47,313) |
Avon International 1 | 3,116,927 | (66,942) | (358,645) | (190,281) | 316,531 | (648,498) | (67,256) | (1,015,091) |
The Body Shop 1 | 1,650,182 | 47,739 | (366,792) | - | 58,633 | (93,984) | 84,166 | (270,238) |
Aesop 1 | - | - | - | (3,987) | - | - | - | (3,987) |
Corporate expenses | - | (156,756) | - | (9,412) | 704,059 | (510,119) | (75,205) | (47,433) |
Consolidated | 15,093,698 | 1,086,653 | (1,191,334) | (219,570) | 2,860,289 | (3,738,706) | (181,394) | (1,384,062) |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| June 30, 2022 |
| Reconciliation to net income (loss) for the period |
| Net Revenue | Performance assessed by the company | Depreciation and amortization | Discontinued operations | Financial income | Financial expense | Income tax | Net income (loss) |
Natura &Co Latam | 10,306,563 | 898,968 | (445,539) | - | 2,410,656 | (3,004,296) | (110,633) | (250,844) |
Avon International 1 | 3,485,748 | 178,298 | (346,970) | (105,660) | 483,053 | (765,182) | (44,412) | (600,873) |
The Body Shop 1 | 1,926,839 | 58,904 | (342,002) | - | 94,240 | (130,365) | (15,312) | (334,535) |
Aesop 1 | - | - | - | 49,981 | - | - | - | 49,981 |
Corporate expenses | - | (365,967) | (40) | - | 284,368 | (163,566) | (27,669) | (272,873) |
Consolidated | 15,719,150 | 770,203 | (1,134,551) | (55,679) | 3,272,317 | (4,063,409) | (198,026) | (1,409,144) |
| June 30, 2023 | December 31, 2022 |
---|
| Non-current assets | Total assets | Current liabilities | Non-current liabilities | Non-current assets | Total assets | Current liabilities | Non-current liabilities |
---|
Natura &Co Latam | 17,870,617 | 27,574,853 | 7,278,495 | 9,707,585 | 18,256,204 | 29,762,132 | 8,363,130 | 10,164,706 |
---|
Avon International 1 | 10,491,343 | 12,768,631 | 2,000,105 | 1,934,038 | 11,197,014 | 14,259,571 | 1,894,856 | 1,838,328 |
---|
The Body Shop 1 | 6,758,659 | 7,757,751 | 1,057,421 | 1,616,318 | 6,565,913 | 7,928,270 | 1,292,903 | 1,669,625 |
---|
Aesop (Asset held for sale) 1 | - | 2,492,308 | 1,246,942 | - | 1,621,126 | 2,735,417 | 731,018 | 776,512 |
---|
Corporate expenses | (798,751) | - | 369,173 | 4,823,242 | 923,606 | - | 1,055,961 | 4,547,167 |
---|
Consolidated | 34,321,868 | 50,593,543 | 11,952,136 | 18,081,183 | 38,563,863 | 54,685,390 | 13,337,868 | 18,996,338 |
---|
1 The operations of these segments located in Latin American countries (Latam) are presented in the Natura &Co Latam segment.
25.2 Net revenue and non-current assets by geographic region
| Net revenue | Non-current assets |
June 30, 2023 | June 30, 2022 | June 30, 2023 | December 31, 2022 |
Asia | 862,660 | 984,106 | 1,152,148 | 1,284,783 |
North America | 2,236,479 | 2,489,312 | 6,290,273 | 6,261,545 |
Mexico | 1,636,827 | 1,742,705 | 3,837,503 | 3,631,768 |
Other | 599,652 | 746,607 | 2,452,771 | 2,629,777 |
South America | 8,322,101 | 8,099,394 | 12,579,248 | 14,508,816 |
Brazil | 5,693,645 | 5,077,003 | 10,905,481 | 12,656,298 |
Argentina | 1,195,155 | 1,413,247 | 557,276 | 694,172 |
Other | 1,433,301 | 1,609,144 | 1,116,490 | 1,158,346 |
Europe, Middle East and Africa (EMEA) | 3,329,257 | 3,890,223 | 12,994,032 | 15,271,251 |
United Kingdom | 898,794 | 1,234,599 | 10,579,928 | 10,894,799 |
Other | 2,430,463 | 2,655,624 | 2,414,105 | 4,376,452 |
Oceania | 343,202 | 256,115 | 1,306,167 | 1,237,468 |
Consolidated | 15,093,698 | 15,719,150 | 34,321,868 | 38,563,863 |
No individual or aggregate customer (economic group) represents more than 10% of the Company’s net revenue.
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
---|
Gross revenue: | June 30, 2023 | June 30, 2022 |
---|
Direct Selling | 15,811,869 | 16,556,578 |
---|
Retail | 1,650,900 | 1,596,677 |
---|
Online | 944,916 | 1,099,960 |
---|
Other sales | 1,335,558 | 1,272,388 |
---|
Subtotal | 19,743,243 | 20,525,603 |
---|
| | |
---|
Returns and cancellations | (224,313) | (262,050) |
---|
Commercial discounts and rebates | (448,716) | (330,812) |
---|
Taxes on sales | (3,976,516) | (4,213,591) |
---|
Subtotal | (4,649,545) | (4,806,453) |
---|
Total net revenue | 15,093,698 | 15,719,150 |
---|
| Parent | Consolidated |
---|
Classified by function | June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 |
---|
Cost of sales | - | - | 5,182,631 | 6,039,600 |
---|
Selling, marketing and logistics expenses | - | - | 6,499,947 | 6,729,173 |
---|
Administrative, R&D, IT, and project expenses | 38,332 | 217,737 | 2,781,996 | 2,900,213 |
---|
Total | 38,332 | 217,737 | 14,464,574 | 15,668,986 |
---|
| | | | |
---|
Classified by nature | | | | |
---|
Cost of sales | - | - | 5,182,631 | 6,039,600 |
---|
Raw material/packaging material/resale | - | - | 4,587,559 | 5,453,248 |
---|
Employee benefits expense (note 28) | - | - | 289,085 | 276,900 |
---|
Depreciation and amortization | - | - | 86,585 | 88,665 |
---|
Other | - | - | 219,402 | 220,787 |
---|
| | | | |
---|
Selling, marketing and logistics expenses | - | - | 6,499,947 | 6,729,173 |
---|
Logistics costs | - | - | 888,072 | 979,487 |
---|
Personnel expenses (note 28) | - | - | 1,742,235 | 1,898,790 |
---|
Marketing, sales force and other selling expenses | - | - | 3,360,860 | 3,328,834 |
---|
Depreciation and amortization | - | - | 508,780 | 522,062 |
---|
| | | | |
---|
Administrative, R&D, IT and project expenses | 38,332 | 217,737 | 2,781,996 | 2,900,213 |
---|
Innovation expenses | - | - | 98,135 | 94,837 |
---|
Personnel expenses (note 28) | 23,284 | 22,862 | 1,250,229 | 1,082,847 |
---|
Restructuring expenses | 2,840 | 146,557 | 2,840 | 149,617 |
---|
Other administrative expenses | 10,711 | 47,930 | 834,823 | 1,049,087 |
---|
Depreciation and amortization | 1,497 | 388 | 595,969 | 523,825 |
---|
| | | | |
---|
Total | 38,332 | 217,737 | 14,464,574 | 15,668,986 |
---|
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Parent | Consolidated |
---|
| June 30, 2023 | June 30, 2023 | June 30, 2023 | June 30, 2022 |
---|
Payroll, profit sharing and bonuses | 10,013 | 14,327 | 2,394,569 | 2,354,141 |
---|
Pension Plan | - | - | 79,605 | 83,040 |
---|
Share-based payments and charges on restricted shares, net of tax | 4,852 | (1,178) | 79,582 | 46,698 |
---|
Health care, food and other benefits | 1,110 | 1,682 | 288,010 | 334,784 |
---|
Charges, taxes and social contributions | 622 | 604 | 323,534 | 332,052 |
---|
Social security charges | 6,687 | 7,427 | 116,249 | 107,822 |
---|
Total | 23,284 | 22,862 | 3,281,549 | 3,258,537 |
---|
28.1 Share-based payments
Information regarding share-based payments was presented in the Company's financial statements for the year ended December 31, 2022, in note 29.
The expense related to stock options, restricted shares and performance shares, including social security charges, recognized in the six-month period ended June 30, 2023, was R$ 4,852 and R$ 79,582 for parent company and consolidated level (R$1,178 and R$58,811 as of June 30, 2022), respectively.
After June 30, 2023, the following awards were granted under the "Co-investment Plan" and the "Long-Term Incentive Plan", which will be settled in shares of Natura &Co Holding S.A.:
a) 3,819,700 restricted shares that are generally acquired in installments of 1 to 3 years, subject to the participants' remaining in employment during the acquisition period;
b) 8,736,315 shares entitled to immediate acquisition;
c) 30,000 options with a grace period of 3 to 4 years, subject to the permanence of the participants in employment during the grace period.
These awards will be paid off in shares of the company.
The number of awards in this note is showed using equivalent B3 shares to ensure consistency, although some awards are settled in American Depositary Receipts (ADRs).
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Parent | Consolidated |
---|
| June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 |
---|
FINANCE INCOME: | | | | |
---|
Interest on short-term investments | 526 | 10,383 | 383,183 | 179,005 |
---|
Gains on monetary and exchange rate variations | 2,862 | 5,653 | 1,321,505 | 1,782,377 |
---|
Gains on swap and forward transactions | - | - | 865,372 | 1,206,235 |
---|
Gains on swap and forward derivatives mark to market | - | - | 101,129 | 34,982 |
---|
Provision reversal of monetary adjustment for tax, civil and labor risks and tax liabilities | 2,306 | 2,290 | 2,306 | 2,290 |
---|
Hyperinflationary economy adjustment | - | - | 98,730 | 67,428 |
---|
Other finance income | - | - | 88,064 | - |
---|
Subtotal | 5,694 | 18,326 | 2,860,289 | 3,272,317 |
---|
| | | | |
---|
FINANCE EXPENSES: | | | | |
---|
Interest on financing | - | - | (484,611) | (326,904) |
---|
Interest on leases | (53) | (12) | (79,493) | (81,226) |
---|
Losses from monetary and exchange rate variations | (933) | (1,638) | (956,319) | (1,497,601) |
---|
Losses on swap and forward transactions | - | (5,266) | (1,685,521) | (1,786,549) |
---|
Losses on swap and forward derivatives mark to market | - | - | (45,388) | (13,667) |
---|
Adjustment of provision for tax, civil and labor risks and tax liabilities | - | - | (39,470) | (25,785) |
---|
Appropriation of funding costs (debentures and notes) | - | - | (9,938) | (8,729) |
---|
Interest on pension plan | - | - | 636 | (2,474) |
---|
Hyperinflationary economy adjustment | - | - | (161,920) | (138,256) |
---|
Other finance expenses | (2,004) | (18,338) | (276,682) | (182,218) |
---|
Subtotal | (2,990) | (25,254) | (3,738,706) | (4,063,409) |
---|
Finance income (expenses), net | 2,704 | (6,928) | (878,417) | (791,092) |
---|
The breakdown set forth below is intended to better explain the results of the foreign exchange hedging transactions contracted by the Company as well as its related items recorded in the financial income (expenses) and shown in the previous table:
| Parent | Consolidated |
---|
| June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 |
---|
Financial expenses (debt interest) | - | - | (484,611) | (326,904) |
---|
Financial investments and others income | 526 | 10,383 | 383,183 | 179,005 |
---|
Exchange variations on financial activities, net | - | - | 396,150 | 375,209 |
---|
Losses) with derivatives on exchange rate variations on financial activities, net | - | - | (417,075) | (364,813) |
---|
Losses on derivatives on interest payments and other financial activities, net | - | (5,266) | (347,333) | (194,186) |
---|
Adjustment of provision for tax, civil and labor risks and tax liabilities | 2,306 | 2,290 | (37,164) | (23,495) |
---|
Leases expenses | (53) | (12) | (79,493) | (81,226) |
---|
Other financial expenses | (2,004) | (18,338) | (197,920) | (193,421) |
---|
Hyperinflationary economy adjustment | - | - | (63,190) | (70,828) |
---|
Other gains (losses) from exchange rate variation on operating activities | 1,929 | 4,015 | (30,964) | (90,433) |
---|
Net financial income (expenses) | 2,704 | (6,928) | (878,417) | (791,092) |
---|
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
| Consolidated |
---|
| June 30, 2023 | June 30, 2022 |
---|
Other operating income, net | | |
---|
Tax credits (a) | 20,818 | 34,325 |
---|
Tax benefit from amnesty program (b) | - | 44,401 |
---|
Provision reversal for tax, labor and civil contingencies | 21,163 | - |
---|
Impairment provision reversal | 31,076 | - |
---|
Revenue with sale of customer portfolio | - | 6,558 |
---|
Royalty income (c) | - | 119,438 |
---|
Other operating income | 15,709 | 15,067 |
---|
Total other operating income | 88,766 | 219,789 |
---|
| | |
---|
Other operating expenses, net | | |
---|
Result on write-off of property, plant and equipment | (8,221) | (8,376) |
---|
Crer para Ver (d) | (2,667) | (23,485) |
---|
Transformation and integration plan (e) | (321,245) | (211,813) |
---|
Impairment provision | (42,218) | - |
---|
Restructuring expenses (f) | (84,029) | (42,072) |
---|
Tax contingencies | - | (3,220) |
---|
Other operating expenses | (46,353) | (31,922) |
---|
Total other operating expenses | (504,733) | (320,888) |
---|
Other operating income (expenses), net | (415,967) | (101,099) |
---|
| a) | Refers mainly to PIS and COFINS credits. |
| b) | Refers to tax benefits in Brazil arising from the adhesion to state tax amnesty programs by the subsidiaries Natura Cosméticos S.A. and Avon Cosméticos Ltda. |
| c) | Refers to revenue from royalties received by subsidiary Avon from its representative in Japan, after a legal dispute as mentioned in explanatory note 22 of the Company's interim financial information for the period ended June 30, 2022, issued on August 11, 2022. |
| d) | Refers to appropriation of operating income obtained on the sales of the non-cosmetic product line called "Crer Para Ver" to the Natura Institute, specifically earmarked for social projects aimed at developing the quality of education. |
| e) | Expenses related to the implementation of the Company’s transformation plan in Latin America and the integration of the subsidiary Avon., which is based on five pillars: (1) rejuvenate the brand; (2) streamline retail and direct selling operations; (3) enhance omni-channel; (4) improve operational efficiency; and (5) redesign the organization. |
| f) | Expenses mainly related to the execution of the transformation plan of the subsidiary The Body Shop. |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
The basic earnings per share are calculated by dividing the profit (loss) attributable to the Company’s shareholders by the weighted average number of outstanding common shares, excluding common shares purchased by the Company and held as treasury shares.
| Consolidated |
| June 30, 2023 | June 30, 2022 |
Loss attributable to the Company’s controlling shareholders | (1,384,278) | (1,409,815) |
Weighted average of the number of issued common shares | 1,383,206,405 | 1,380,568,261 |
Weighted average treasury shares | (8,297,109) | (9,632,014) |
Weighted average of the number of outstanding common shares | 1,374,909,296 | 1,370,936,247 |
Loss per share – R$ | (1.0068) | (1.0284) |
Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding, assuming the conversion of all potential common shares that would cause dilution. Considering that the Company recorded a loss for the six-month periods ended June 30, 2023 and 2022, any adjustment would have an anti-dilution effect and, therefore, the diluted loss per share is equal to the basic loss per share.
In the course of the Company’s operations, rights and obligations are generated between related parties, arising from administrative expenses and provision of services.
32.1. Receivables and payables with related parties
The Company had transactions with related parties recognized as presented below:
| Parent |
| June 30, 2023 | December 31, 2022 |
Current assets: | | |
Avon Products, Inc. (a) | 47,442 | 47,593 |
Natura Cosméticos S.A. – Argentina (a) | 3,715 | 4,022 |
Natura Cosméticos S.A. – Perú (a) | 462 | 501 |
Natura Cosméticos S.A – Colombia (a) | 326 | 353 |
The Body Shop International (a) | 9,447 | 9,656 |
Aesop Holdings Ltd. (UK) (a) | 2,449 | 2,652 |
Indústria e Comércio de Cosméticos Natura Ltda. | 3 | - |
Natura &Co Luxembourg Holdings S.A.R.L. | 1,548 | 1,552 |
Total | 65,392 | 66,329 |
| | |
Natura Cosméticos S.A. (a) e (c) | 26,487 | 1,472 |
Indústria e Comércio de Cosméticos Natura Ltda. (a) | 200 | 404 |
Avon Products, Inc. (c) | 50,135 | 50,120 |
The Body Shop International (c) | 11,463 | 11,463 |
Aesop Holdings Ltd. (UK) | 1,118 | 1,117 |
Total current liabilities | 89,403 | 64,576 |
a) Refers to the allocation of expenses related to the purchase options and restricted shares plans.
b) On December 31, 2022 refers to interest on own equity.
c) Refers to the transfer of shared expenses.
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
In the six-month period ended June 30, 2023 and 2022, there were no significant transactions of the parent company with related parties that passed through the income statement. The main transactions that occurred in the period refer to the transfer of expenses related to the stock option plans and shares restricted.
32.2. Uncontrolled and unconsolidated transactions with related parties
Instituto Natura holds shares in the Essential Investment Fund, As of June 30, 2023, the balance is R$ R$ 10,675 (R$ 6,805 as of December 31, 2022).
On June 5, 2012, an agreement was entered between Indústria e Comércio de Cosméticos Natura Ltda., and Bres Itupeva Empreendimentos Imobiliários Ltda., (“Bres Itupeva”), for the construction and leasing of processing center to distribution and warehousing of products (HUB), in Itupeva, State of São Paulo, 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, (Co-Chairmen of the Board of Directors of the Company and shareholders members of the controlling group parent Company), indirectly control Bres Itupeva. The amount involved in the transaction is recorded under item “Right of Use” of “Buildings” value was R$ 58,248 in the six-month period ended June 30, 2023 (R$63,665 under “item Buildings” of Property, Plant and Equipment as of December 31, 2022) and in the six-month period ended June 30, 2023 the amount paid as lease was R$9,685 (R$7,903 during the six-month period ended June 30, 2022).
On January 8, 2021, a related-party transaction was carried out between the Company, as lessee and owner, the subsidiary Indústria e Comércio de Cosméticos Natura Ltda. and Natura &Co Holding S.A., as guarantors, and a special purpose company (Bresco IX) indirectly held by Messrs, Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos, as lessor and surface-right owner (Co-Chairmen of the Board of Directors of the Company and shareholders members of the controlling group parent Company). This transaction was entered into with the purpose of expanding the Company’s distribution network and increasing its logistical efficiency through the installation of a new distribution hub in the State of Alagoas. The amount involved in the transaction is recorded under item “Right of Use” of “Buildings” in the amount of R$ 31,441 and in the six-month period ended June 30, 2023, the total amount paid as rent was R$ 4,382 (there was no disbursement during the six-month period ended June 30, 2022).
On May 12, 2021, a transaction was entered between the Natura Cosméticos S.A., as lessee, and Bresco Logística Fundo de Investimento Imobiliário, as lessor, indirectly held by Messrs, Antônio Luiz da Cunha Seabra, Guilherme Peirão Leal and Pedro Luiz Barreiros Passos (Co-Chairmen of the Board of Directors of the Company and shareholders members of the controlling group parent Company). This transaction had the purpose of keeping the Company’s distribution hub activities in the city of Canoas, State of Rio Grande do Sul. The amount involved in the transaction is recorded under item “Right of Use” of “Buildings” in the amount of R$ 4,232 and the total amount paid as rent was R$ 1,404 (R$1,048 for the six-month period ended June 30, 2022).
In the six-month period ended June 30, 2023, the Company and its subsidiaries transferred to Instituto Natura as a donation associated with the net income from sales of the Natura Crer Para Ver product line in the amount of R$ 35,000 (R$23,000 for the six-month period ended June 30, 2022).
The Company has a policy for transactions with related parties, besides the structure of internal controls to support the identification, monitoring and approval of transactions between Related Parties.
32.3. Key management personnel compensation
The total compensation of the key management personnel is as follows:
| June 30, 2023 | June 30, 2022 |
| Compensation | Compensation |
| Fixed | Variable | Total | Fixed | Variable | Total |
Board of Directors | 4,661 | 8,555 | 13,216 | 7,432 | 149,625 | 157,057 |
Executive Board | 14,677 | 54,204 | 68,881 | 18,406 | 35,368 | 53,774 |
| 19,338 | 62,759 | 82,097 | 25,838 | 184,993 | 210,831 |
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
The totals in the table above include the employer social security charges.
The amounts include increases and / or reversals of the cumulative expense recognized in the previous years due to reassessments of the number of share-based awards expected to vest and re-estimation of the social security charges expected to be payable by the Company on vesting.
Amounts for the six-month period ended June 30, 2022 include termination benefits for certain key management employees related to the review process of Natura &Co's corporate structure.
In the ordinary course of its business, the Company enters into long-term agreements for provision of manufacturing, transportation, information technology services and electric power supply (with physical delivery, for its manufacturing activities). The agreements have termination clauses for noncompliance with essential obligations.
In general, the minimum agreed upon is acquired and therefore there are no liabilities recorded in addition to the amount recognized on the accrual basis.
Total minimum supply payments, measured at nominal value, according to the contract, are as follows:
| Consolidated |
---|
| June 30, 2023 | December 31, 2022 |
---|
Less than one year | 395,555 | 614,075 |
---|
One to five years | 546,757 | 659,626 |
---|
Above 5 years | 37,050 | 49,331 |
---|
Total | 979,362 | 1,323,032 |
---|
The Company adopted an insurance policy that mainly considers risk concentration and its materiality, considering the nature of their activities and the guidance of their insurance advisors. As of June 30, 2023 and December 31, 2022, insurance coverage is as follows:
Item | Type of coverage | Amount insured |
---|
June 30, 2023 | December 31, 2022 |
---|
Industrial complex and administrative sites | Any damages to buildings, facilities, inventories, and machinery and equipment | 4,474,273 | 4,924,868 |
---|
Vehicles | Fire, theft and collision for the vehicles insured by the Company | 214,808 | 221,523 |
---|
Loss of profits | No loss of profits due to material damages to facilities buildings and production machinery and equipment | 2,056,000 | 2,056,000 |
---|
Transport | Damages to products in transit | 87,233 | 97,308 |
---|
Civil liability | Protection against error or complaints in the exercise of professional activity that affect third parties | 1,400,149 | 1,991,888 |
---|
Environmental liability | Protection against environmental accidents that may result in environmental lawsuits | 30,000 | 30,000 |
---|
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NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
The following table presents the investment and financing transactions that do not involve the use of cash and cash equivalents and are therefore presented separately as additional information to the cash flow statements:
| Parent | Consolidated |
---|
| June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 |
---|
Non-cash items | | | | |
---|
Hedge accounting, net of tax effects | - | 89 | (99,123) | (430,646) |
---|
Net effect of acquisition of property, plant and equipment and intangible assets not yet paid | - | - | 82,831 | 59,550 |
---|
On March 31, 2023, the sale of the subsidiary Aesop was assessed as highly probable, since the Company received a binding agreement from L'Oreal for an amount of US$2,525 billion, which was approved and signed on April 3, 2023. As a result of this assessment, Aesop was classified in the consolidated balance sheet as an asset held for sale, and as a discontinued operation in the income statement for the six-month periods ended June 30, 2023 and 2022.
The transaction aims to support the Company's financial deleveraging and position it to focus on its strategic priorities, especially the integration in Latin America, the geographic optimization of Avon International's business and the continued development of The Body Shop's operations.
The transaction amount will be received in cash on the closing date, which is expected in the third quarter of 2023 and is subject to customary regulatory approvals. The transaction will result in the loss of control of Aesop by the Company on the closing date and no interest will be retained.
The results of discontinued operation for the quarters ended June 30, 2023 and 2022 are presented below:
Description | June 30, 2023 | June 30, 2022 |
---|
Net Revenue | 1,379,756 | 1,236,557 |
---|
Cost of sales | (193,320) | (165,993) |
---|
Gross profit | 1,186,436 | 1,070,564 |
---|
| | |
---|
Operating (expenses) Income | | |
---|
Selling, marketing, and logistics expenses | (742,035) | (619,346) |
---|
Administrative, R&D, IT and projects expenses | (381,633) | (362,529) |
---|
Impairment loss on trade receivable | (250) | (838) |
---|
Other operating income (expenses), net (a) | (232,018) | (101,690) |
---|
| | |
---|
Operating loss before financial result | (169,500) | (13,839) |
---|
| | |
---|
Financial income | 25,037 | 43,175 |
---|
Financial expenses | (74,544) | (65,437) |
---|
| | |
---|
Loss before income tax and social contribution | (219,007) | (36,101) |
---|
Income tax and social contribution | (563) | (19,578) |
---|
| | |
---|
Loss for the period (b) | (219,570) | (55,679) |
---|
![Graphics](https://capedge.com/proxy/6-K/0001554855-23-000587/img5418f0a4b1db45fc8012.jpg)
|
NATURA &CO HOLDING S.A. |
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2023 |
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
a) In addition to the results of Aesop, the amount of R$ 190,281 in June 2023 (R$ 105,662 in June 2022) refers to the costs incurred in the resolution of legal proceedings associated with the operation that the subsidiary Avon maintained in North America, which was sold prior to the acquisition of the Company's subsidiary Avon. The Company presents these effects as part of its discontinued operations because it considers the discontinued operations of the subsidiary Avon as an extension of the Company and because it assesses that this presentation faithfully represents the essence of the associated transaction.
b) The net income of discontinued operations is presented net of taxes on income associated with these discontinued operations as shown in this statement of income.
The main assets and liabilities classes of the Aesop, classified as non-current assets held for sale ended June 30, 2023:
Description | June 30, 2023 |
---|
Assets | |
---|
Cash and cash equivalents | 226,895 |
---|
Trade accounts receivable | 105,411 |
---|
Inventories | 464,661 |
---|
Rent advance | 76,740 |
---|
Prepaid expenses | 49,364 |
---|
Other assets | 23,052 |
---|
Deferred income tax and social contribution | 181,864 |
---|
Property, plant and equipment (PP&E) | 341,553 |
---|
Intangible | 213,405 |
---|
Right of use and leases | 825,874 |
---|
Total assets | 2,508,819 |
---|
| |
---|
Other assets held for sale | 217,753 |
---|
| |
---|
Liabilities | |
---|
Lease liabilities | 902,273 |
---|
Trade accounts payable and “drawn risk” operations | 60,472 |
---|
Payroll, profit sharing and social charges | 68,100 |
---|
Tax liabilities | 19,372 |
---|
Other current liabilities | 153,915 |
---|
Deferred income tax and social contribution | 42,810 |
---|
Total liabilities | 1,246,942 |
---|
The net cash flows incurred by the discontinued operations are:
Description | June 30, 2023 | June 30, 2022 |
---|
| | |
---|
Operating activities | (115,917) | 118,714 |
---|
Investing activities | (108,061) | (73,316) |
---|
Financing activities | (121,221) | (91,453) |
---|
Net cash consumed | (345,199) | (46,055) |
---|
| | |
---|
Subsequent to June 30, 2023, the Company has made a tender offer to Avon 2043’s bond bondholders to repurchase approximately 90% of the number of bonds issued for R$ 1,156,743 (comprised of R$ 934,742 of principal, R$ 193,086 of premium and R$28,915 of unpaid interest). Such bonds total R$ 1,287,621 (R$ 1,421,272 at December 31, 2022) and are disclosed in note 19 to the quarterly interim financial information. This transaction and consequent repurchase of the bonds has been completed and settled in August 8, 2023.