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” and “The Body Shop”. 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).
1.1 Sale of subsidiary Aesop
On August 30, 2023, the Company concluded the sale of the subsidiary Aesop to L’Oréal for a total amount of R$12,396,226, after obtaining all regulatory approvals. The total gain obtained on the derecognition of the subsidiary's assets and liabilities and recognized as discontinued operations net of income tax and social contribution was R$7,231,416, which includes the reclassification of accumulated balance sheet conversion gains recognized in other comprehensive income amounting to R$115,168.
Further details about this operation, as well as the results of discontinued operations for the nine-month periods ending September 30, 2023 and 2022 are presented in explanatory note no.36.
The Company’s interim accounting information, included in the Quarterly Information Form - ITR for the nine-month period ended September 30, 2023, includes the individual and consolidated interim accounting information prepared pursuant to Technical Pronouncement CPC 21 (R1) - Interim Statements, approved by the Brazilian Accounting Committee (“CPC”) and equivalent to International Accounting Standard (“IAS”) 34 - Interim Financial Reporting.
The individual and consolidated interim accounting information shows all relevant information specific to the interim accounting information, which is consistent with that used by Management in its management and was approved by the Board of Directors and authorized for publication at a meeting held on November 7th, 2023.
The individual and consolidated interim accounting information was prepared based on historical cost, except for derivative instruments and short-term investments recognized that were measured at fair value, and assets and liabilities held for sale measured at lower of their carrying amount and the fair value net of selling expenses. The individual and consolidated interim accounting information are expressed in thousands of Reais (“R$”), 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.
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| NATURA &CO HOLDING S.A. |
| NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 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 nine-month period ended September 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.
Additionally, in May 2023 IASB published amendments to IAS 12, Income taxes, determining the application of a mandatory exception in the recognition of deferred taxes on taxable profit arising from the application of the requirements of the “Pillar 2” legislation, an initiative by the Organization for Economic Cooperation and Development (OECD), through which it seeks to implement a new tax system that will consist of an "extra layer" to the domestic taxation of the countries involved, seeking to ensure the payment of a global minimum effective rate of 15% by taxpayers members of large multinational groups, regardless of their jurisdiction of residence.
As required by the amendment, the Company applied the exception for recognition and disclosure of information on deferred tax assets and liabilities related to Pillar Two income taxes.
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 nine-month period ended September 30, 2023, have not changed significantly compared with the estimates and assumptions as of December 31, 2022.
![nat](https://capedge.com/proxy/6-K/0001554855-23-000770/img412ff6cba4e64f968a09.jpg) |
| NATURA &CO HOLDING S.A. |
| NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2023 |
| (Amounts in thousands of Reais - R$, except as mentioned otherwise) |
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 nine-month period ended September 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 September 30, 2023, and December 31, 2022:
Description (Balance sheet position) | Consolidated (Fair value, level 2) |
September 30, 2023 | December 31, 2022 |
Financial derivatives | 107,005 | (785,733) |
Operating derivatives | (18,186) | (11,144) |
Total | 88,819 | (796,877) |
Below are the changes in net derivatives balances for the nine-month period ended September 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 of derivatives transactions - 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 period | (1,741,801) |
Payment of funds due to settlement of derivative transactions - operational activity | 1,520,622 |
Payment of funds due to settlements of derivatives transactions - financing activity | 367,786 |
Gains in cash flow hedge operations (other comprehensive income) | 739,089 |
Balance as of September 30, 2023 | 88,819 |
![nat](https://capedge.com/proxy/6-K/0001554855-23-000770/img412ff6cba4e64f968a09.jpg) |
| NATURA &CO HOLDING S.A. |
| NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2023 |
| (Amounts in thousands of Reais - R$, except as mentioned otherwise) |
The Company designates certain financial and operating derivatives described above for hedge accounting in accordance with the Company's risk management policy. The fair value of derivatives designated for cash flow and fair value hedge accounting, as well as gains and losses for the nine-month period ended September 30, 2023, are presented below.
| Consolidated |
| Subject to hedging | Notional currency | Fair value | Accumulated gains (losses) | Gains (losses) for the nine-month period |
Currency swap – US$/R$ | Currency | BRL | 40,707 | (1,031) | 764,255 |
Forward and swap agreements (Natura Distribuidora México) | Currency | BRL | 4 | 33 | 33 |
Forward and swap agreements (Avon) | Currency | BRL | (6,716) | (7,603) | (7,603) |
Forward agreements (Natura Industria) | Currency | BRL | (10,994) | (10,994) | (12,667) |
Forward agreements (The Body Shop) | Currency | BRL | (295) | (4,929) | (4,929) |
Total | | | 22,706 | (24,524) | 739,089 |
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 | 739,089 |
Tax effects on the fair value of the hedging instrument | (254,927) |
Cash flow hedge balance on September 30, 2023 | (14,416) |
In the quarter ended September 30, 2023, the Company transferred its sustainability-linked debt (“Notes”, as described in explanatory note 19) from the subsidiary Natura Cosméticos S.A. to the subsidiary Natura &Co Luxembourg Holdings S.á.r.l. (“Natura &Co Luxembourg”), as part of the rebalancing and reorganization process of the Group's debt initiated when the sale of the previously subsidiary Aesop.
The debt denominated in US dollars was included in a hedge accounting structure, aiming to protect the variability of payments arising from exchange rate and interest rate risks. Considering the transfer made to the subsidiary Natura &Co Luxembourg, whose functional currency is the US dollar, the protected risk was no longer eligible within the hedge accounting structure and, consequently, the Company proceeded with the derecognition of this structure. As a result, the amount of R$4,958,286, previously recognized in the liabilities of the subsidiary Natura Cosméticos S.A., was derecognized and recognized in the subsidiary Natura &Co Luxembourg. Losses recognized in other comprehensive income of R$700,810, before tax effects, were reclassified to the statement of profit and loss for the nine-month period ended September 30, 2023, as a financial expense. Additionally, the derivatives liability position of R$1,380,405 was settled with the corresponding financial institutions in September 2023.
![nat](https://capedge.com/proxy/6-K/0001554855-23-000770/img412ff6cba4e64f968a09.jpg) |
| NATURA &CO HOLDING S.A. |
| NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2023 |
| (Amounts in thousands of Reais - R$, except as mentioned otherwise) |
5.2 Fair value estimate
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: a) measured at amortized cost approximate their fair values as a result of the transactions to be conducted at floating interest rates; and b) measured at fair value through profit or loss 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 nine-month period ended September 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.