6-K 1 abevitr2q24_6k.htm 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of August, 2024

Commission File Number 1565025

 


 

AMBEV S.A.

(Exact name of registrant as specified in its charter)

 

AMBEV S.A.

(Translation of Registrant's name into English)

 

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil

(Address of principal executive office)

 

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


Form 20-F ___X___ Form 40-F _______

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

Yes _______ No ___X____

 
 

 

 

 

Ambev S.A.

Interim consolidated

financial statements at
June 30, 2024
and report on review

 
 

 

 

Report on review of interim
consolidated financial statements

 

 

To the Board of Directors and Shareholders

Ambev S.A.

 

 

 

 

Introduction

 

We have reviewed the accompanying interim consolidated balance sheet of Ambev S.A. and its subsidiaries ("Company") as at June 30, 2024, the related interim consolidated income statement and comprehensive income for the quarter and six-month periods then ended and the related interim consolidated statement of changes in equity and cash flows for the six-month period then ended and notes, comprising a summary of material accounting policies and other explanatory information.

 

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

 

Scope of review

 

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

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements referred to above is not prepared, in all material respects, in accordance with IAS 34.

 

São Paulo, August 8, 2024

 

 

PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/O-5

Sérgio Eduardo Zamora

Contador CRC 1SP168728/O-4

 

 

 

PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o

São Paulo, SP, Brasil, 04538-132

T: +55 (11) 4004-8000, www.pwc.com.br

 

AMBEV S.A.

 

INTERIM CONSOLIDATED BALANCE SHEET

All amounts in thousands of Brazilian Reais unless otherwise stated

 

Assets Note 06/30/2024 12/31/2023
       
Cash and cash equivalents 5.1 14,154,434  16,059,003 
Investment securities 5.2 1,187,157  277,164 
Trade receivables   5,883,895  5,741,457 
Derivative financial instruments 21 932,296  378,049 
Inventories 6 11,425,922  9,619,022 
Recoverable taxes 7 3,177,621  3,435,688 
Other assets   1,555,010  1,052,667 
Current assets   38,316,335  36,563,050 
       
       
Investment securities 5.2 249,621  242,168 
Derivative financial instruments 21 731  1,673 
Recoverable taxes 7 11,668,080  11,325,096 
Deferred tax assets 8.1 8,861,361  7,969,592 
Other assets   1,219,937  1,520,701 
Employee benefits   66,386  57,261 
Long term assets   22,066,116  21,116,491 
       
Investments in associates and joint ventures   326,732  289,063 
Property, plant and equipment 9 29,019,354  26,630,156 
Intangible assets   11,618,261  10,041,733 
Goodwill 10 42,092,048  38,003,640 
       
Non-current assets   105,122,511  96,081,083 
       
Total assets   143,438,846  132,644,133 

 

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

 

AMBEV S.A.

 

INTERIM CONSOLIDATED BALANCE SHEET (CONTINUED)

All amounts in thousands of Brazilian Reais unless otherwise stated

 

Equity and liabilities Note 06/30/2024 12/31/2023
       
Trade payables 11 20,759,738  23,195,101 
Derivative financial instruments 21 237,533  751,362 
Interest-bearing loans and borrowings 12 1,244,698  1,298,091 
Wages and salaries   2,064,623  2,128,547 
Dividends and interest on shareholders’ equity payable   1,683,870  1,526,151 
Income tax and social contribution payable   1,514,374  1,340,492 
Taxes and contributions payable   3,905,884  6,236,626 
Other liabilities, including put option granted on subsidiaries   2,704,984  4,110,138 
Provisions 13 502,465  418,389 
Current liabilities   34,618,169  41,004,897 
       
Trade payables 11 326,902  307,300 
Derivative financial instruments 21 166  11,643 
Interest-bearing loans and borrowings 12 2,211,454  2,202,975 
Deferred tax liabilities 8.1 4,554,117  3,318,448 
Income tax and social contribution payable   1,386,384  1,487,125 
Taxes and contributions payable   585,631  513,315 
Other liabilities, including put option granted on subsidiaries   949,572  1,083,221 
Provisions 13 581,204  559,614 
Employee benefits   2,189,895  2,011,793 
Non-current liabilities   12,785,325  11,495,434 
       
Total liabilities   47,403,494  52,500,331 
       
Equity 14    
Issued capital   58,226,036  58,177,929 
Reserves   98,470,302  98,669,404 
Carrying value adjustments   (72,014,950) (77,878,043)
Retained earnings/(losses)   10,581,388  -   
Equity attributable to the equity holders of Ambev   95,262,776  78,969,290 
Non-controlling interests   772,576  1,174,512 
Total equity   96,035,352  80,143,802 
       
Total equity and liabilities   143,438,846  132,644,133 

 

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

 

AMBEV S.A.

 

INTERIM CONSOLIDATED INCOME STATEMENT

For the three and six-month periods ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

 

    Six-month period ended:   Three-month period ended:
  Note 2024 2023   2024 2023
             
Net sales 16 40,320,512  39,429,857    20,044,215  18,898,114 
Cost of sales   (20,118,974) (19,767,293)   (10,059,980) (9,635,609)
Gross profit   20,201,538  19,662,564    9,984,235  9,262,505 
             
Distribution expenses   (5,441,488) (5,598,401)   (2,750,478) (2,681,705)
Commercial expenses   (4,095,671) (3,831,669)   (2,211,147) (2,090,369)
Administrative expenses   (2,783,398) (2,621,156)   (1,451,030) (1,315,604)
Other operating income/(expenses) 17 1,112,613  877,513    519,584  396,437 
Exceptional items 18 (29,296) (151,305)   (11,727) (123,416)
Income from operations   8,964,298  8,337,546    4,079,437  3,447,848 
             
Finance expenses 19 (1,917,545) (2,943,019)   (905,076) (1,488,300)
Finance income 19 1,130,481  1,076,405    530,731  632,016 
Other net financial results 19 (235,103) (204,732)   (241,878) (217,200)
Net finance result (i)   (1,022,167) (2,071,346)   (616,223) (1,073,484)
             
Share of results of associates and joint ventures   (35,022) (16,603)   (31,452) (2,431)
Income before income tax   7,907,109  6,249,597    3,431,762  2,371,933 
             
Income tax expense 8.1 (1,651,039) 167,412    (979,874) 225,827 
Net income   6,256,070  6,417,009    2,451,888  2,597,760 
             
Attributable to:            
Equity holders of Ambev   6,096,585  6,202,549    2,396,309  2,502,974 
Non-controlling interest   159,485  214,460    55,579  94,786 
             
Basic earnings per share – common – R$   0.3873  0.3939    0.1523  0.1589 
Diluted earnings per share – common – R$   0.3852  0.3915    0.1516  0.1579 

 

(i) As detailed in note 19 – Net finance result, as of the first quarter of 2024 the Company changed the split between financial result lines, including for comparative purposes.

 

 

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

 

AMBEV S.A.

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the three and six-month periods ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

 

  Six-month period ended:   Three-month period ended:
  2024 2023   2024 2023
           
Net income 6,256,070  6,417,009    2,451,888  2,597,760 
           
Items that may be subsequently reclassified to profit or loss:          
Exchange differences on the translation of foreign operations (gains/(losses))          
Investment hedge – put option granted on subsidiaries (96,686) 197,720    (59,015) 132,053 
Gains/losses on translation of other foreign operations  5,307,415  (5,313,015)   4,316,352  (3,285,254)
Gains/losses on translation of foreign operations  5,210,729  (5,115,295)   4,257,337  (3,153,201)
           
Cash flow hedge – gains/(losses)          
Recognized in equity (Hedge reserve) 286,203  (668,842)   803,318  (655,890)
Reclassified from equity (Hedge reserve) and included in profit or loss (38,360) (117,170)   (123,309) (23,254)
Total cash flow hedge 247,843  (786,012)   680,009  (679,144)
           
Items that will not be reclassified to profit or loss:          
Recognition of actuarial gains/(losses) 861  4,230    (554) (386)
           
Other comprehensive (loss)/income 5,459,433  (5,897,077)   4,936,792  (3,832,731)
           
Total comprehensive (loss)/income 11,715,503  519,932    7,388,680  (1,234,971)
           
Attributable to:          
   Equity holders of Ambev 11,454,382  405,714    7,251,727  (1,250,183)
   Non-controlling interest 261,121  114,218    136,953  15,212 

 

The consolidated statement of comprehensive income is presented net of income tax. The income tax effects of these items are disclosed in note 8 –Income tax and social contribution.

 

 

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

 

AMBEV S.A.

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the periods ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

 

  Attributable to equity holders of Ambev      
  Issued capital Capital reserves Net income reserves Retained earnings Carrying value adjustments Total   Non-controlling interests Total equity
At January 1, 2023 58,130,517  55,339,694  36,906,900  -    (68,421,478) 81,955,633    1,372,194  83,327,827 
                   
 Net Income  -    -    -    6,202,549  -    6,202,549    214,460  6,417,009 
                   
Comprehensive income:                  
Gains/(losses) on cumulative translation adjustment [CTA] -      -    -    (5,016,193) (5,016,193)   (99,102) (5,115,295)
Cash flow hedges -      -    -    (785,019) (785,019)   (993) (786,012)
Actuarial gains/(losses) -      -    -    4,377  4,377    (147) 4,230 
Total comprehensive income  -    -    -    6,202,549  (5,796,835) 405,714    114,218  519,932 
Capital increase (note 14) 47,412  (32,869) -    -    -    14,543    -    14,543 
Effect of application of IAS 29 (hyperinflation) -    -    -    2,529,854  -    2,529,854    6,053  2,535,907 
Options granted on subsidiaries -    -    -    -    4,700  4,700    -    4,700 
Gains/(losses) of controlling interest -    -    -    -    (44) (44)   -    (44)
Tax on deemed dividends -    -    -    -    (4,029) (4,029)   -    (4,029)
Dividends paid -    -    -    -    -    -      (202,193) (202,193)
Share buyback, results from treasury shares and share-based payments -    168,232  -    -    -    168,232    1,096  169,328 
At June 30, 2023 58,177,929  55,475,057  36,906,900  8,732,403  (74,217,686) 85,074,603    1,291,368  86,365,971 

 

 

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

 

AMBEV S.A.

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

For the periods ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

 

  Attributable to equity holders of Ambev      
  Issued capital Capital reserves Net income reserves Retained earnings Carrying value adjustments Total   Non-controlling interests Total equity
At January 1, 2024 58,177,929  55,479,564  43,189,840  -    (77,878,043) 78,969,290    1,174,512  80,143,802 
                   
 Net Income  -    -    -    6,096,585  -    6,096,585    159,485  6,256,070 
                   
Comprehensive income:                  
Gains/(losses) on cumulative translation adjustment [CTA] -      -    -    5,112,045  5,112,045    98,684  5,210,729 
Cash flow hedges -      -    -    244,864  244,864    2,979  247,843 
Actuarial gains/(losses) -      -    -    888  888    (27) 861 
Total comprehensive income  -    -    -    6,096,585  5,357,797  11,454,382    261,121  11,715,503 
Capital increase (note 14) 48,107  -    -    -    -    48,107    -    48,107 
Effect of application of IAS 29 (hyperinflation) -    -    -    4,463,983  -    4,463,983    9,227  4,473,210 
Gains/(losses) of controlling interest -    1,958  -    -    512,385  514,343    (518,738) (4,395)
Tax on deemed dividends -    -    -    -    (7,089) (7,089)   -    (7,089)
Dividends paid -    -    -    -    -    -      (154,147) (154,147)
Share buyback, results from treasury shares and share-based payments -    (201,060) -    -    -    (201,060)   601  (200,459)
Prescribed/(complementary) dividends -    -    -    20,820  -    20,820    -    20,820 
At June 30, 2024 58,226,036  55,280,462  43,189,840  10,581,388  (72,014,950) 95,262,776    772,576  96,035,352 

 

 

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

 

AMBEV S.A.

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the three and six-month periods ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

 

    Six-month period ended:   Three-month period ended:
  Note 2024 2023   2024 2023
             
Net income   6,256,070  6,417,009    2,451,888  2,597,760 
Depreciation, amortization and impairment   3,352,178  3,230,756    1,719,851  1,703,919 
Impairment losses on receivables and inventory   177,303  184,192    82,323  74,769 
Additions/(reversals) in provisions and employee benefits   131,043  72,085    75,270  48,072 
Net finance costs 19 1,022,167  2,071,346    616,223  1,073,484 
Losses/(gains) on sale of property, plant and equipment and intangible assets   (41,889) (42,573)   (21,206) (14,496)
Share-based payment expenses 20 184,482  181,910    83,192  104,744 
Income tax expense 8 1,651,039  (167,412)   979,874  (225,827)
Share of results of associates and joint ventures   35,022  16,603    31,452  2,431 
Hedge operations 21.2 (29,469) (241,304)   (136,461) (136,476)
Other non-cash items included in profit   -    (9,031)   -    (9,031)
Cash flow from operating activities before changes in working capital and use of provisions   12,737,946  11,713,581    5,882,406  5,219,349 
             
(Increase)/decrease in trade and other receivables   (283,988) (208,392)   (370,764) 47,952 
(Increase)/decrease in inventories   (1,349,392) (162,591)   (357,858) 333,847 
Increase/(decrease) in trade and other payables   (4,373,318) (5,885,419)   (1,308,550) (1,793,417)
Cash generated from operations   6,731,248  5,457,179    3,845,234  3,807,731 
             
Interest paid   (270,724) (287,867)   (126,933) (147,198)
Interest received   752,671  372,445    361,854  208,537 
Dividends received   11,379  5,278    4,715  329 
Income tax paid   (3,148,249) (2,707,597)   (726,744) (453,694)
Cash flow from operating activities   4,076,325  2,839,438    3,358,126  3,415,705 
             
Proceeds from sales of property, plant and equipment and intangible assets   90,963  58,276    54,746  34,446 
Acquisitions of property, plant and equipment and intangible assets   (2,043,986) (2,448,695)   (1,028,091) (1,295,742)
Proceeds/(acquisitions) of subsidiaries, net of cash acquired   3,559  -      3,837  -   
Capital increase in associates and subsidiaries   -    (8,421)   -    (1,902)
Investments in short-term debt securities and net proceeds/(acquisitions) of debt securities   (909,224) 99,743    (109,548) 44,828 
Cash flow from/(used in) investing activities   (2,858,688) (2,299,097)   (1,079,056) (1,218,370)
             
Capital increase   17,486  14,543    -    -   
Capital increase/(decrease) of non-controlling interest   (1,297) -      (1,297) -   
Proceeds/(buyback) treasury shares   (367,327) (25,082)   (291,104) (20,231)
Acquisitions of non-controlling interest   (1,716,959) -      (2,930) -   
Proceeds from borrowings   433,243  38,362    20,352  (7,086)
Repayment of borrowings   (507,841) (131,991)   (444,535) (54,758)
Cash net of finance costs other than interests   (1,093,764) (1,938,602)   (547,677) (1,211,272)
Payment of lease liabilities   (667,318) (513,344)   (346,083) (284,612)
Dividends and interest on shareholders’ equity paid   (97,556) (166,789)   (85,957) (128,614)
Cash flow from/(used in) financing activities   (4,001,333) (2,722,903)   (1,699,231) (1,706,573)
             
Net increase/(decrease) in cash and cash equivalents   (2,783,696) (2,182,562)   579,839  490,762 
Cash and cash equivalents less bank overdrafts at the beginning of the year   16,059,003  14,852,092    12,844,524  12,056,993 
Effect of exchange rate fluctuations on cash and cash equivalents   879,127  (656,465)   730,071  (534,690)
Cash and cash equivalents less bank overdrafts at the end of the year   14,154,434  12,013,065    14,154,434  12,013,065 

 

 

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

 

AMBEV S.A.

 
1.CORPORATE INFORMATION

 

1.1 Description of business

 

Ambev S.A. (referred to as the “Company” or “Ambev”) together with its subsidiaries (the “Group” or “Consolidated”), headquartered in São Paulo - SP, Brazil, has as its social purpose, either directly or through participation in other companies, the production and sale of beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general, as well as the advertising of its own and of third party products, the sale of promotional and advertising materials and the direct or indirect exploitation of bars, restaurants, snack bars and similar establishments, among others.

 

The Group portfolio includes several own brands, like Brahma®, Skol®, Antarctica®, Original®, Colorado®, Bohemia®, Serramalte®, Quilmes®, Patagonia®, Guaraná Antarctica®, Beats® among others, and licensed brands, like Budweiser®, Corona®, Stella Artois®, Spaten® Beck’s® and Mike’s®.

 

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

 

The Company’s direct controlling shareholders are Interbrew International B.V. (“ITW International”), AmBrew S.à.r.l (“Ambrew”), both of which are subsidiaries of Anheuser-Busch InBev N.V. (“AB InBev”).

 

1.2 Major corporate events in the three-month period ended June 30,2024

 

1.2.1 Share buyback program

 

The Board of Directors, in a meeting held on May 15 and 16, 2024, approved, pursuant to article 30, 1st Paragraph, “b”, of Law 6,404/76 and Comissão de Valores Mobiliários (“CVM”) Instruction 77/22, a share buyback program by the Company (“Program”) up to the limit of 24,000,000 common shares, with the primary purpose of covering any share delivery requirements contemplated in the Company's share-based compensation plans or to be held in treasury, canceled and/or subsequently transferred. The program would conclude on November 16, 2025, as detailed together with other information about it in the Notice on Trading of Own Shares, prepared under the terms of Annex G to CVM Resolution 80/22 and disclosed to market on May 16, 2024. At the same date, the Company had 4,410,858,485 outstanding shares. Between May 21 and 24, 2024, the Company bought back all the shares provided for in the program. The acquisitions occurred as per a deduction of the capital reserve account recorded in the balance sheets dated as at March 31, 2024. The transaction was carried out through the financial institution UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A.

 

2.BASIS OF PREPARATION AND PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

The interim consolidated financial statements on June 30, 2024 have been prepared using the going-concern accounting basis and are being presented in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB®”).

 

The information does not meet all disclosure requirements for the presentation of full annual consolidated financial statements and are disclosed with relevant information and changes in the period, without the level of detail in certain accompanying notes previously disclosed, avoiding repetition which, in Management's opinion, provides an understanding of the Company's equity position and performance during the interim period. Therefore, the consolidated interim financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023, prepared in accordance with International Financial Reporting Standards (“IFRS®”) issued by the IASB®.

 

AMBEV S.A.

 

The following notes are not disclosed in the interim consolidated financial statements:

 

  Name of accompanying note in annual financial statements Accompanying note
(a) Payroll and related benefits 9
(b) Additional information on operating expenses by nature 10
(c) Earnings per share 12
(d) Intangibles 17
(e) Impairment of non-financial assets 16
(f) Trade receivables 20
(g) Employee benefits 24

 

In addition, the material accounting policies presented in the respective accompanying notes are not disclosed in these interim consolidated financial statements. The following notes are not in the same level of detail presented in the annual consolidated financial statements, for the year ended December 31, 2023:

 

  Name of accompanying note in annual financial statements Accompanying note
(a) Summary of material accounting policies 3
(b) Use of estimates and judgments 4
(c) Income tax and social contribution 13
(d) Goodwill 15
(e) Changes in equity 22
(f) Interest-bearing loans and borrowings 23
(g) Share-based payments 25
(h) Provisions, contingent liabilities and contingent asset 27
(i) Financial instruments and risks 28
(j) Related parties 30

 

In preparing the interim consolidated financial statements, management uses judgments, estimates and assumptions that affect the application of accounting practices and the reported amounts of assets, liabilities, income and expenses. The relevant estimates and judgments are disclosed in note 4 - Use of estimates and judgments.

 

The interim consolidated financial statements were approved, in their final form, by the Board of Directors on July 31, 2024.

 

2.1 Functional and presentation currency

 

The functional and presentation currency of the Company interim consolidated financial statements is the Brazilian Real, which is the currency of its main economic operating environment. For presentation purposes, the interim consolidated financial statements are presented in millions of Brazilian Reais (“R$”), unless otherwise indicated, rounded to the nearest million.

 

Foreign currency transactions are accounted for at the exchange rates prevailing as at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated using the balance sheet date rate. Non-monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate prevailing as at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies stated at fair value are translated at the exchange rate in force as at the date on which the fair value was determined. Gains and losses arising from the settlement of transactions in foreign currencies and resulting from the conversion of assets and liabilities denominated in foreign currencies are recognized in the income statement.

 

AMBEV S.A.

 

Assets and liabilities of subsidiaries located abroad are translated at the foreign exchange rates prevailing at the balance sheet date, while amounts from the income statement and cash flow are translated at the average exchange rate for the year, and changes in equity are translated at the historical exchange rate of each transaction. Translation adjustments arising from the difference between the average exchange rates and the historical rates are recorded directly in Carrying value adjustments.

 

In the consolidation process, exchange differences arising from the translation of equity in foreign operations and borrowing and other currency instruments designated as net investment hedges are recognized in Carrying value adjustments, an equity reserve, and included in Other comprehensive income.

 

Even when recorded in the acquiring entity, the goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the foreign exchange rate at the balance sheet date.

 

2.1.1 Exchange rates

 

The most significant exchange rates used for the preparation of the Company’s consolidated financial statements are as follow:

 

      Closing rate   Average rate
          Six-month period ended:   Three-month period ended:
Currency Name Country 06/30/2024 12/31/2023   06/30/2024 06/30/2023   03/31/2024 03/31/2023
                     
ARS Argentinian Peso  Argentina 0.0061  0.0060    0.0058  0.0240    0.0058  0.0277 
BBD Barbadian Dollar Barbados 2.7403  2.3866    2.4767  2.5225    2.4272  2.5504 
BOB Bolivian Peso Bolivia 0.7987  0.6956    0.7218  0.7352    0.7074  0.7433 
CAD Canadian Dollar Canada 4.0564  3.6536    3.7058  3.7682    3.6626  3.8259 
CLP Chilean Peso Chile 0.0058  0.0055    0.0054  0.0063    0.0053  0.0062 
GTQ Quetzal Guatemala 0.7149  0.6189    0.6455  0.6542    0.6308  0.6603 
USD US Dollar Panamá and Cuba 5.5589  4.8413    5.0241  5.1171    4.9238  5.1736 
PYG Guarani Paraguay 0.0007  0.0007    0.0007  0.0007    0.0007  0.0007 
DOP Dominican Peso Dominican Republic 0.0940  0.0831    0.0853  0.0921    0.0838  0.0920 
UYU Uruguayan Peso Uruguay 0.1390  0.1241    0.1297  0.1311    0.1260  0.1320 

 

 

3.SUMMARY OF MATERIAL ACCOUNTING POLICIES

 

The accounting practices adopted by the Company are consistent in all the years presented. There were no changes in the accounting policies and calculation methods used for the interim consolidated financial statements as at June 30, 2024 compared to those presented in the consolidated financial statements for the years ended December 31, 2023.

 

AMBEV S.A.

 

3.1 Recently issued IFRS

 

The changes in standards and new standards, which became effective in 2024 are not applicable or did not have any material impact in these consolidated financial statements. Below are the main changes in accounting standards which, in management's opinion, could possibly have an impact on subsequent disclosures:

 

(i)In December 2021, the Organisation for Economic Cooperation and Development ("OECD"), as part of the Inclusive Framework on Base Erosion and Profit Shifting ("BEPS") project, released the Pillar Two model rules (or Global Anti-Base Erosion Model Rules - GloBE), aiming at a common approach to international corporate taxation, in order to ensure that multinational economic groups within the scope of these rules calculate taxes on profit at a minimum effective rate of 15% in each country where they operate. These rules will have to be approved locally in each country that adheres to the proposal, via applicable legislation, some of which have already promulgated new laws or are in the process of discussing and approving them. In May 2023, the IASB® issued scope changes to IAS 12 – Income Taxes to allow a temporary exemption in accounting for deferred income taxes arising from promulgated or substantially promulgated legislation implementing OECD Pillar Two, an exemption which has been adopted by the Group.

 

In the Group's case, the Pillar Two Rules are effective in 2024 in some jurisdictions and no material impacts have been identified in the interim financial statements as of June 30, 2024, and currently there is no expectation that there will be a material impact on subsequent financial statements.

 

(ii)On May 25, 2023, the IASB® published amendments to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Disclosures, which establish new disclosure requirements for financing transactions with suppliers, the so-called "Supplier Finance Arrangements". These requirements must be adopted by companies that adhere to the IFRS® as of 2024, but no additional presentation is required in the interim financial statements in the first year of adoption. The Company is evaluating the impacts of these changes, even though these transactions are not material to the Group, as disclosed in note 11 – Trade payables.

 

(iii)In August 2023, IASB® issued amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates. The modifications implemented will require the application of a consistent approach when assessing whether a currency can be exchanged for another currency and, when it cannot, determining the exchange rate to be used, and the related disclosures. The Company is evaluating the impacts of these standards, the adoption of which is required for fiscal years beginning on January 1, 2025.

 

Is not expected that these changes have a significant impact in the interim consolidated financial statements of the entity. In addition, there are no other standards, standard changes or IFRIC interpretations that still haven’t been in force and that may have a material impact in entity’s consolidated financial statements. In addition, the company has not adopted any standards in advance.

 

4.USE OF ESTIMATES AND JUDGMENTS

 

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

 

AMBEV S.A.

 

 

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

 

The accounting policy which reflects significant estimates and judgments used in the preparation of these interim consolidated financial statements for the six-month period ended June 30, 2024 have not changed from those valid on December 31, 2023.

 

5.CASH AND CASH EQUIVALENTS AND INVESTMENT SECURITIES

 

5.1 Cash and equivalents

 

  06/30/2024 12/31/2023
     
Cash 142,415  267,077 
Current bank accounts 6,413,346  6,818,336 
Short-term bank deposits (i) 7,598,673  8,973,590 
Cash and cash equivalents 14,154,434  16,059,003 

 

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

 

The cash and cash equivalents balance include the amount of R$3,564 million as at June 30, 2024 (R$3,768 million in December 31, 2023), which is not freely transferable to the parent company due to remittance restrictions in Cuba and Argentina, although available for use in the local operations of the subsidiaries in question.

 

5.2 Investment securities

 

  06/30/2024 12/31/2023
     
Financial assets at fair value through profit or loss 1,187,157  277,164 
Current investment securities 1,187,157  277,164 
     
Investment on debt securities (i) 249,621  242,168 
Non-current investment securities 249,621  242,168 
     
Total 1,436,778  519,332 

 

(i) The balance refers substantially to financial investments linked to tax incentives that do not have immediate convertibility into a known amount of cash.

 

6.INVENTORY

 

  06/30/2024 12/31/2023
     
Finished goods  4,294,138  2,990,337 
Work in progress 787,139  826,520 
Raw materials and consumables 4,908,905  4,599,874 
Spare parts and others 982,527  806,867 
Prepayments 617,353  537,871 
Impairment losses (164,140) (142,447)
  11,425,922  9,619,022 
 

AMBEV S.A.

 

The changes in impairment losses on inventory are as follows:

 

  06/30/2024 12/31/2023
Beginning balance (142,447) (160,173)
Effects of cumulative translation adjustment (CTA) (11,277) 12,932 
Provisions (112,961) (262,884)
Write-offs 102,545  267,678 
Final balance (164,140) (142,447)

 

7.RECOVERABLE TAXES

  06/30/2024 12/31/2023
PIS/COFINS exclusion of ICMS (i) 69,553  219,010 
PIS/COFINS 124,772  170,426 
ICMS 412,972  426,936 
IPI 117,788  112,541 
Income tax and social contributions 2,388,534  2,436,614 
Other 64,002  70,161 
Current 3,177,621  3,435,688 
     
PIS/COFINS exclusion of ICMS (i) 6,771,978  6,490,398 
ICMS 412,173  436,508 
Income tax and social contributions 4,171,763  4,087,032 
Other 312,166  311,158 
Non-current 11,668,080  11,325,096 
     
Total 14,845,701  14,760,784 

 

(i) Over the last few years, as disclosed in the respective annual financial statements, the Company recognized PIS and COFINS credits arising from the exclusion of ICMS, including in the form of tax substitution, from the calculation basis. The corresponding entry for recognition is recorded in the item Recoverable PIS/COFINS – exclusion of ICMS, according to the table above.

 

 

AMBEV S.A.

 
8.INCOME TAX AND SOCIAL CONTRIBUTION

 

8.1 Deferred income tax and social contribution

 

The details of the amount of deferred income tax and social contribution by type of temporary difference are as follows:

 

  06/30/2024   12/31/2023
  Assets Liabilities Net   Assets Liabilities Net
Investment securities 8,147  -    8,147    8,231  -    8,231 
Intangible -    (1,921,504) (1,921,504)   -    (1,369,738) (1,369,738)
Employee benefits 876,433  -    876,433    856,512  -    856,512 
Trade payables 3,439,217  -    3,439,217    2,843,806  (3,281) 2,840,525 
Trade receivables 44,799  (5,613) 39,186    43,807  (7,002) 36,805 
Derivatives 33,593  (53,913) (20,320)   31,091  (77,210) (46,119)
Interest-bearing loans and borrowings 8,447  -    8,447    7,518  -    7,518 
Inventories 79,852  (112,673) (32,821)   268,589  (59,561) 209,028 
Property, plant and equipment 1,059,320  (2,375,637) (1,316,317)   714,218  (1,837,179) (1,122,961)
Withholding tax on undistributed profits and royalties -    (1,782,359) (1,782,359)   -    (1,385,500) (1,385,500)
Investments in associates and joint ventures -    (383,678) (383,678)   -    (383,678) (383,678)
Interest on shareholders’ equity 518,117  -    518,117    -    -    -   
Tax losses carryforward 3,918,615  -    3,918,615    4,383,261  -    4,383,261 
Provisions 1,332,833  (16,427) 1,316,406    1,026,343  (4,637) 1,021,706 
Complement of income tax of foreign subsidiaries due in Brazil -    (118,117) (118,117)   -    -    -   
Impact of the adoption of IFRS 16 (Leases) -    (27,936) (27,936)   14,484  (19,679) (5,195)
Exclusion of ICMS from PIS/COFINS calculation basis -    (75,989) (75,989)   -    (228,510) (228,510)
Other items 413,367  (551,650) (138,283)   266,340  (437,081) (170,741)
Gross deferred tax assets/(liabilities) 11,732,740  (7,425,496) 4,307,244    10,464,200  (5,813,056) 4,651,144 
Netting by taxable entity (2,871,379) 2,871,379  -      (2,494,608) 2,494,608  -   
Net deferred tax assets/(liabilities) 8,861,361  (4,554,117) 4,307,244    7,969,592  (3,318,448) 4,651,144 

 

Among the deferred tax assets on tax losses carryforward, the tax authorities unilaterally offset in tax proceedings the total amount of R$268,602 (R$268,602 in December 31, 2023), which is equivalent to R$790,005 (R$790,005 in December 31, 2023) in tax losses basis. Such proceedings are classified as having a possible likelihood of loss.

 

AMBEV S.A.

 

8.1.1 Realization of deferred taxes

 

As at June 30, 2024 the deferred tax assets and liabilities are expected to be utilized/settled, as follows:

 

  06/30/2024
Deferred taxes not related to tax losses to be realized until 12 months to be realized after 12 months Total
       
Investment securities -    8,147  8,147 
Intangible -    (1,921,504) (1,921,504)
Employee benefits 142,400  734,033  876,433 
Trade payables (55,258) 3,494,475  3,439,217 
Trade receivables 33,701  5,485  39,186 
Derivatives (22,407) 2,087  (20,320)
Interest-bearing loans and borrowings -    8,447  8,447 
Inventories (43,782) 10,961  (32,821)
Property, plant and equipment -    (1,316,317) (1,316,317)
Withholding tax on undistributed profits and royalties -    (1,782,359) (1,782,359)
Investments in associates and joint ventures -    (383,678) (383,678)
Interest on shareholders’ equity 518,117  -    518,117 
Provisions 604,424  711,982  1,316,406 
Complement of income tax of foreign subsidiaries due in Brazil (118,117) -    (118,117)
Impact of the adoption of IFRS 16 (Leases) -    (27,936) (27,936)
Exclusion of ICMS from PIS/COFINS calculation basis -    (75,989) (75,989)
Other items (4,136) (134,147) (138,283)
Total 1,054,942  (666,313) 388,629 

 

Deferred tax related to tax losses carryforward 06/30/2024
2025 379,405 
2026 1,509,387 
2027 778,646 
2028 to 2030 1,011,709 
2031 onward (i) 239,468 
Total 3,918,615 

 

(i) There is no expectation of realization with a term of more than 10 years.

 

8.1.2 The net change of deferred taxes

 

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

 

At December 31, 2023 4,651,144 
Recognition of actuarial gains/(losses) (59)
Investment hedge – put option granted on subsidiaries 49,808 
Cash flow hedge – gains/(losses) (316,612)
Gains/(losses) on cumulative translation adjustment [CTA]  484,755 
Recognized in other comprehensive income 217,892 
Recognized in the income statement 461,827 
Changes directly in the balance sheet (1,023,619)
Recognized in deferred tax (617,162)
Effect of application of IAS 29 (hyperinflation) (617,162)
Recognized in other balance sheet group (406,457)
At June 30, 2024 4,307,244 
 

AMBEV S.A.

 

8.1.3 Deferred tax asset related to tax losses

 

As of June 30, 2024, besides the tax credits related to tax losses carryforward effectively recognized in the amounts disclosed above, other tax credits related to tax losses carryforward in the amount of R$736,547 (R$669,024 in December 31, 2023) - which are equivalent, in value basis, to R$2,794,228 at June 30, 2024 (R$2,521,047 in December 31, 2023) - were not recorded, since their realization is not probable in currently Management evaluation.

 

8.2 Income tax and social contribution

 

Income taxes reported in the income statement are analyzed as follows:

 

  Six-month period ended:   Three-month period ended:
  06/30/2024 06/30/2023   06/30/2024 06/30/2023
Income tax expense – current (2,112,866) (1,520,402)   (1,109,704) (670,445)
           
Deferred tax expense on temporary differences 926,473  1,408,958    554,551  824,014 
Deferred tax on tax loss carryforward movements in the current period (464,646) 278,856    (424,721) 72,258 
Total deferred tax (expense)/income 461,827  1,687,814    129,830  896,272 
           
Total income tax expenses (1,651,039) 167,412    (979,874) 225,827 

 

The reconciliation between the weighted nominal tax rate and the effective tax rate is summarized as follows:

 

  Six-month period ended:   Three-month period ended:
  06/30/2024 06/30/2023   06/30/2024 06/30/2023
Profit before tax 7,907,109  6,249,597    3,431,762  2,371,933 
Adjustment on a taxable basis          
Others non-taxable income (253,909) (490,914)   (123,286) (340,483)
Government grants related to sales taxes  -    (1,404,170)   -    (721,470)
Share of results of associates and joint ventures 35,022  16,603    31,452  2,431 
Non-deductible expenses 34,800  19,594    27,885  3,367 
Foreign profit calculation (66,097) 260,655    (54,094) 114,242 
  7,656,925  4,651,365    3,313,719  1,430,020 
Aggregated weighted nominal tax rate 29.37% 28.48%   28.38% 24.34%
Taxes payable – nominal rate  (2,249,129) (1,324,696)   (940,439) (348,088)
Adjustment on tax expense          
Income tax incentives 324,271  47,678    75,732  19,721 
Deductible interest on shareholders’ equity 511,038  1,676,701    225,925  820,019 
Tax savings from goodwill amortization 1,793  8,579    897  4,290 
Withholding income tax (409,912) (100,764)   (304,732) (43,208)
Recognition/(write-off) of deferred charges on tax losses (31,425) (94,383)   (109,720) (84,542)
Effect of application of IAS 29 (hyperinflation) 57,516  (257,581)   5,224  (136,990)
Others with reduced taxation 144,810  211,878    67,240  (5,375)
Income tax and social contribution expense (1,651,038) 167,412    (979,873) 225,827 
Effective tax rate 20.88% -2.68%   28.55% -9.52%

 

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

 

·Government grants for sales taxes: Related to regional incentives and economic development policies, these are related primarily to local production, contributing to economic and social impact, and, when reinvested, are not subject to income tax and social contribution, which explains the impact on the effective tax rate. Any amounts described under this heading are usually impacted by fluctuations in the volume, price and any eventual increases in state VAT (“ICMS”), reflected in other operating income or net sales depending on its nature. Since January 2024, the government subsidy amounts relating to sales taxes have no more been deducted from the taxable base, due to the implementation of Federal Law No. 14,789/24. The amounts relating to tax incentives are duly allocated to the profit reserve each year, in accordance with item (14.3.1) "Tax incentives" of note 14 – Changes in equity.
 

AMBEV S.A.

 
·Universal taxation of profit: shows complement of income tax on foreign subsidiaries due in Brazil according to the regulations of Law 12,973/14.

 

·Income tax incentive: refers to income tax incentives granted by the Federal Government to promote regional development in some areas of the North and Northeast of the country. These incentives are recorded in the income statement on an accrual basis and allocated to the tax incentive reserves account, in accordance with item (14.3.1) "Tax incentives" of note 14 – Changes in equity.

 

·Withholding income tax: The amount is mainly related to dividends already distributed and to be distributed by subsidiaries located outside of Brazil, applicable according to local tax legislation. The recorded values in 2024 are mainly related to withholding tax on dividends distributed in 2024 and the exchange rate variation of the deferred income tax related to subsidiary profits undistributed.

 

·Deductible interest on shareholders’ equity: under Brazilian law, companies have an option to remunerate their shareholders through the payment of Interest on shareholders’ equity, which amount is impacted by the taxable result, net income reserves of the Company and by the long-term interest rate (“TJLP”). These remunerations are deductible for income tax purposes. On December 29, 2023, Law 14,789/23 was enacted, effective as of January 1, 2024, limiting, as from that date, the equity accounts that must be used in the interest on shareholders’ equity calculation.

 

·Effect of application of IAS 29 (hyperinflation): our subsidiary in Argentina, which operates in a hyperinflationary economy, is subject to monetary correction of non-financial assets and liabilities, equity and income statement, which, at times, reflects in the consolidated effective tax rate and implies variation between periods.
 

AMBEV S.A.

 
9.PROPERTY, PLANT AND EQUIPMENT

 

  06/30/2024 12/31/2023
Property, plant and equipment 26,010,615  23,662,728 
Right of use assets 3,008,739  2,967,428 
  29,019,354  26,630,156 

 

9.1 Changes in the carrying amount of property, plant, and equipment

 

                    Carrying amount
  At December 31, 2022 Cumulative translation adjustment (CTA) Effects of application of IAS 29 (hyperinflation) Acquisitions  Depreciation Disposals and write-offs Transfers  At December 31, 2023   Acquisition cost Depreciation
Land and buildings 9,698,425  (1,485,238) 663,123  44,741  (481,587) (3,738) 800,535  9,236,261    14,287,840  (5,051,579)
Plant and equipment 11,589,556  (1,726,730) 779,390  1,230,174  (3,533,364) (39,135) 2,488,955  10,788,846    39,509,056  (28,720,210)
Fixtures and accessories 1,323,571  (193,404) 86,460  56,419  (541,605) (13,471) 373,702  1,091,672    7,074,126  (5,982,454)
Under construction 4,349,748  (311,718) 120,197  3,283,918  -    (3,391) (4,892,805) 2,545,949    2,545,949  -   
  26,961,300  (3,717,090) 1,649,170  4,615,252  (4,556,556) (59,735) (1,229,613) 23,662,728    63,416,971  (39,754,243)

 

                    Carrying amount
  At December 31, 2023 Cumulative translation adjustment (CTA) Effects of application of IAS 29 (hyperinflation) Acquisitions  Depreciation Disposals and write-offs Transfers  At June 30, 2024   Acquisition cost Depreciation
Land and buildings 9,236,261  369,133  811,709  8,179  (241,999) (16,703) 232,298  10,398,878    16,017,518  (5,618,640)
Plant and equipment 10,788,846  440,493  863,851  398,789  (1,866,328) (4,567) 1,060,448  11,681,532    45,012,508  (33,330,976)
Fixtures and accessories 1,091,672  40,681  67,669  13,410  (268,056) (18,464) 71,223  998,135    7,931,787  (6,933,652)
Under construction 2,545,949  84,055  120,079  1,542,801  -    -    (1,360,814) 2,932,070    2,932,070  -   
  23,662,728  934,362  1,863,308  1,963,179  (2,376,383) (39,734) 3,155  26,010,615    71,893,883  (45,883,268)
 

AMBEV S.A.

 

9.2 Changes in the carrying amount of right-of-use assets

 

                    Carrying amount
  At December 31, 2022 Cumulative translation adjustment (CTA) Effects of application of IAS 29 (hyperinflation) Additions Depreciation Disposals and write-offs Transfers  At December 31, 2023   Acquisition cost Depreciation
Buildings 1,350,836  (49,482) 11,951  343,028  (451,693) (30,532) (1,842) 1,172,266    2,925,946  (1,753,680)
Machinery, vehicles and others 1,743,554  (32,731) 15,496  1,313,799  (773,939) (475,532) 4,515  1,795,162    3,534,476  (1,739,314)
Total 3,094,390  (82,213) 27,447  1,656,827  (1,225,632) (506,064) 2,673  2,967,428    6,460,422  (3,492,994)

 

                    Carrying amount
  At December 31, 2023 Cumulative translation adjustment (CTA) Effects of application of IAS 29 (hyperinflation) Additions Depreciation Disposals and write-offs Transfers  At June 30, 2024   Acquisition cost Depreciation
Buildings 1,172,266  63,743  6,588  167,461  (210,850) (16,059) -    1,183,149    3,200,342  (2,017,193)
Machinery, vehicles and others 1,795,162  29,530  17,308  438,753  (447,234) (7,929) -    1,825,590    4,027,952  (2,202,362)
Total 2,967,428  93,273  23,896  606,214  (658,084) (23,988) -    3,008,739    7,228,294  (4,219,555)
 

AMBEV S.A.

 
10.GOODWILL

 

  06/30/2024 12/31/2023
     
Balance at the end of the previous year 38,003,640  40,594,038 
Effects of cumulative translation adjustment (CTA) 2,252,063  (4,067,916)
Effect of application of IAS 29 (hyperinflation) 1,823,400  1,481,136 
Acquisitions, (write-offs) and disposal through business combinations 12,945  (3,618)
Balance at the end of the year 42,092,048  38,003,640 

 

Impairment testing

 

The impairment test is performed annually considering the most accurate estimates calculated by Management. The Company’s Management has not identified any relevant indications of impairment in the six-month period ended June 30, 2024.

 

11.TRADE PAYABLES

 

  06/30/2024 12/31/2023
     
Trade payables 18,909,452  21,278,615 
Related parties (note 23) 1,850,286  1,916,486 
Current 20,759,738  23,195,101 
     
Trade payables 96,281  107,386 
Related parties (note 23) 230,621  199,914 
Non-current 326,902  307,300 
     
Total 21,086,640  23,502,401 

 

The present value adjustment recorded for trade payables, at June 30, 2024 is R$231 million (R$308 million at December 31, 2023).

 

The subsidiaries in Argentina, Chile, Paraguay and Panama have discount transactions for invoices with endorsement (trade payables securitization) with vendors in the amount of R$132 million at June 30, 2024 (R$159 million at December 31, 2023). In general, abovementioned discount transactions occur by legal impositions existing in these jurisdictions. These transactions maintain commercial characteristics since there are no change in previously established conditions (amount, terms, and counterpart) and its vendor’s choice to carry out the anticipation of its receivables with the Company, therefore, these operations do not result in any additional obligations for the Company.

 

12.INTEREST-BEARING LOANS AND BORROWINGS

 

  06/30/2024 12/31/2023
     
Secured bank loans 21,394  14,938 
Other secured loans 132,400  136,269 
Lease liabilities 1,090,904  1,146,884 
Current liabilities 1,244,698  1,298,091 
     
Secured bank loans 96,940  111,628 
Other secured loans 248,136  279,401 
Lease liabilities 1,866,378  1,811,946 
Non-current liabilities 2,211,454  2,202,975 
     
Total 3,456,152  3,501,066 
 

AMBEV S.A.

 

Additional information regarding the exposure of the Company to interest rate, foreign currency risk and debt repayment schedule is disclosed in note 21 - Financial instruments and risks.

 

12.1 Contractual clauses (Covenants)

 

In the six-month period ended June 30, 2024, as well as at December 31, 2023 and until the date of issue of these interim consolidated financial statements there were no events of default, breach of covenant clauses or significant contractual changes that would result in changes to the payment terms of loan and financing contracts.

 

12.2 Terms and discount rates of leasing contracts

 

The Company estimates discount rates based on risk-free interest rates observed in the Brazilian market, for the terms of its contracts, adjusted to their reality (credit spread). Spreads were obtained with financial institutions. The following table shows the weighted average of rates applied:

 

  Rate %
Lease Term 06/30/2024
2024 - 2027 11.09%
 2028 - 2035  11.10%

 

13.PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

 

The Company and its subsidiaries are involved in administrative and judicial proceedings and arbitrations arising from the normal course of business. The assessment of the probability of loss, carried out by the Company with the support of its legal advisors, considers the probability of the Company position being accepted at the end of the process, considering the applicable legislation, the case law on the subject and the existing evidence. Due to their nature, these processes involve inherent uncertainties, including, but not limited to, decisions by courts and tribunals, agreements between the parties involved and governmental actions and, as a result, management cannot, at this stage, estimate the exact time taken to resolve these issues.

 

13.1 Provision

 

The Company and some of its subsidiaries are involved in lawsuits, mainly of a tax, civil and labor nature, which are considered probable of loss, and which are fully provisioned, under the terms of IAS 37 - Provisions, Contingent Liabilities and Contingent Assets. Processes are considered with a probable likelihood of loss when there is consolidated or binding case law unfavorable to the thesis defended by the Company and its subsidiaries, or, in the case of a factual or evidentiary discussion, when the Company and its subsidiaries do not have the necessary and sufficient evidence to prove the right alleged.

 

13.1.1 Main lawsuits with a probable likelihood of loss:

 

Sales taxes: in Brazil, the Company and its subsidiaries are parties to various administrative and judicial proceedings related to ICMS, IPI, PIS and COFINS taxes, considered as probable likelihood of loss. Such proceedings include, among others, tax offsetting, appropriation of tax credits and alleged insufficient payment of the respective taxes.

 

 

AMBEV S.A.

 

Labor: the Company and its subsidiaries are parties to labor proceedings with former employees or former employees of service providers. The main issues involve overtime and related effects and respective charges.

 

Civil: the Company and its subsidiaries are involved in civil lawsuits considered as representing a probable likelihood of loss. The most relevant portion of these lawsuits refers to former distributors, mainly in Brazil, mostly claiming damages resulting from the termination of their contracts.

 

13.1.2 Provision changes

 

  Taxes on sales Labor Civil Other taxes (i) Restructuring Total
             
Saldo em 31 de dezembro de 2022 246,948  132,101  335,934  192,929  11,797  919,709 
Effect of cumulative translation adjustment (CTA) -    (2,774) (35,824) (6,283) (506) (45,387)
Additions 135,768  247,769  234,556  75,635  3,190  696,918 
Provisions consumed (27,321) (181,662) (121,944) (40,777) (11,211) (382,915)
Provisions reversed (73,223) (45,497) (72,545) (19,057) -    (210,322)
Saldo em 31 de dezembro de 2023 282,172  149,937  340,177  202,447  3,270  978,003 
Effect of cumulative translation adjustment (CTA) -    670  322  6,638  483  8,113 
Additions 54,595  129,976  96,750  17,407  14,475  313,203 
Provisions consumed (1,517) (84,209) (17,628) (3,369) (13,178) (119,901)
Provisions reversed (48,102) (21,985) (22,849) (2,813) -    (95,749)
Saldo em 30 de junho de 2024 287,148  174,389  396,772  220,310  5,050  1,083,669 

 

(i) Other taxes refer to provisions for lawsuits concerning taxes other than taxes on sales and income taxes. The uncertain tax treatments related to taxes on profits with a prognosis of probable loss have their value reported directly in the income tax and social contribution payable, as per IFRIC 23 - Uncertainty on the Treatment of Income Taxes.

 

13.1.3 Expected settlement

 

  12/31/2023
  Taxes on sales Labor Civil Other taxes (i) Restructuring Total
Current 113,652  67,248  226,736  7,483  3,270  418,389 
Non-current 168,520  82,689  113,441  194,964  -    559,614 
Total 282,172  149,937  340,177  202,447  3,270  978,003 

 

  06/30/2024
  Taxes on sales Labor Civil Other taxes (i) Restructuring Total
Current 186,848  62,799  225,202  22,566  5,050  502,465 
Non-current 100,300  111,590  171,570  197,744  -    581,204 
Total 287,148  174,389  396,772  220,310  5,050  1,083,669 

 

(i) Other taxes refer to provisions for lawsuits concerning taxes other than taxes on sales and income taxes. The uncertain tax treatments on income taxes with a prognosis of probable loss have their value reported directly in the income tax and social contribution payable, as per IFRIC 23 - Uncertainty on the Treatment of Income Taxes.

 

The expected settlement of provisions was based on management’s best estimate in conjunction with their internal and external legal advisors at the interim consolidated balance sheet date.

 

AMBEV S.A.

 

13.2 Contingencies

 

The Company and its subsidiaries maintain administrative and judicial discussions with fiscal authorities in Brazil related to certain fiscal positions adopted when calculating the income tax and social contribution, which, based on Management’s current evaluation, probably are going to be accepted in superior court decisions, considering the regular compliance with tax laws, case law, and evidence produced, aligned with IFRIC 23. The Company also has tax actions related to other taxes, which involve risk of a possible loss, according to management's assessment. To these uncertain tax treatments and possible contingencies there are no recorded provisions, due to the assessment carried out. The composition and estimates are as following:

 

  06/30/2024 12/31/2023
     
Income tax and social contribution 65,736,547  63,620,985 
Value-added and excise taxes 26,695,583  26,761,034 
PIS and COFINS 3,370,001  3,496,221 
Others 2,039,679  1,679,407 
  97,841,810  95,557,647 

 

Contingencies with a remote risk of loss are not disclosed, as the possibility of any outflow of resources embodying economic benefits is remote, in accordance with IAS 37 - Provisions, Contingent Liabilities and Contingent Assets.

 

The Company and its subsidiaries have guarantee-insurance policies and letters of guarantee for some legal actions, disclosed as guarantee for civil, labor and tax execution or to enable resources of labor nature.

 

The Company is also a party to other tax lawsuits in which it is an active party and discusses the possibility of recovering or failing to pay taxes which, in Management's opinion, do not have constitutional and/or legal support for their demand. As disclosed in its accounting policy, the Company does not recognize contingent assets. If the inflow of economic benefits becomes probable, according to a prognosis assessment conducted by external legal advisors in addition to Management's internal assessment, the Company discloses the contingent asset. On the moment when the inflow of economic benefits becomes virtually certain, such as when the legal decision is final and the gain can be estimated with certainty, the asset is no longer contingent, and the Company recognizes it in the financial statements for the period in which there was a change in estimate occurred.

 

AMBEV S.A.

 

13.2.1 Main contingencies with a possible risk of loss

 

The changes in the amount of contingencies reported relate mainly to the increase resulting from monetary restatement. In addition, the main process classified with a possible loss probability, which changed in the period, are summarized in the table below, along with their respective estimated values involved in the cases.

 

 

Uncertainty over the treatment of income taxes

In accordance with IFRIC 23 (Note 8 - Income tax and social contribution)

Estimates

(in million of Brazilian Reais)

# Description of the main processes 06/30/2024 31/12/2023
1

Deductibility of Interest on Shareholders’ Equity (or Interest On Capital – “IOC”) expenses

In 2013, as approved in a Shareholders Meeting, Ambev implemented a corporate restructuring with the purpose of simplifying its corporate structure and converting into a single class of shares company, among other reasons. One of the steps of such restructuring involved a contribution of shares followed by the merger of shares of its controlled entity, Companhia de Bebidas das Américas, into Ambev. As one of the results of this restructuring, the counterpart register of the positive difference between the value of shares issued for the merger and the net equity value of its controlled entity’s share was accounted, as per IFRS 10/CPC 36 and ICPC09, in an equity account of Ambev referred to as carrying value adjustment.

As a result of this restructuring, since 2019, Ambev has been receiving tax assessments from the Brazilian Federal Tax Authorities related to the interest on capital deduction in calendar years 2014 to 2021. The assessments refer primarily to the accounting and corporate effects of the restructuring carried out by Ambev in 2013 and its impact on the increase in the deductibility of IOC expenses.

In all of the cases the Company obtained partially favorable decisions at the first-level administrative court and filed appeals to the Lower Administrative Court. The appeals related to tax assessments involving calendar years 2014 and 2017 to 2021 await judgment by the Lower Administrative Court. The favorable portion of the decisions rendered by the first-level administrative court in these cases is subject to mandatory review by the Lower Administrative Court as well.

With respect the tax assessment for the calendar years 2015 and 2016, in May 2024, Ambev obtained a partially favorable decision from CARF, dismissing the application of the qualified fine. The Company is awaiting the formalization and notification of the mentioned decision to evaluate the applicable appeals, whether in the administrative or judicial sphere.

The updated value of this uncertain tax treatment, in accordance with ICPC 22/IFRIC 23, already assessed, is approximately R$28,6 billion as of June 30, 2024 (R$27,4 billion as of December 31, 2023). Ambev has not recorded any provisions for this matter based on the probability of loss.

The uncertain tax position, as per IFRIC 23, continued to be adopted by Ambev as it also distributed or accrued IOC in the years following the assessed period (2022-2023) and deducted such amounts from its Corporate Income Taxes taxable basis. Therefore, in a scenario where the IOC deductibility would also be questioned for the period after 2021, on the same basis and arguments as the aforementioned tax assessments, Ambev management estimates that the outcome of such potential further assessments would be consistent with the already assessed periods.

In December 2023, Law No. 14,789/2023 (introduced in August 2023 as Provisional Measure No. 1,185), was enacted in Brazil, which changed the calculation basis for IOC effective as of 1 January 2024. As a result, effective as of 1 January 2024, the uncertain tax treatment, as per IFRIC 23, is limited only to Corporate Income Taxes calculated in accordance with rules and regulations in place prior to the enactment of Law No. 14,789/2023.

28,603 27,439
 

AMBEV S.A.

 

 

2

Disallowance of tax paid abroad

Since 2014, Ambev has been receiving tax assessments from the Brazilian Federal Tax Authorities, for calendar years as of 2007, related to the disallowance of deductions associated with alleged unproven taxes paid abroad by its subsidiaries and has been filing defenses. The cases are being challenged at both the administrative and judicial levels.

In November 2019, the Lower Administrative Court rendered a favorable decision to Ambev in one of the cases (related to the 2010 tax period), which became definitive. For the assessments related to the periods of 2015 and 2016, Ambev received unfavorable decisions at the Upper Administrative Court in three out of four tax assessments and filed an appeal to the first-level judicial court which awaits judgment.

In connection with this matter, additional tax assessments were filed to charge isolated fines due to the lack of monthly prepayments of income tax as a result of allegedly undue deductions of taxes paid abroad. As of December 2023, Ambev had received tax assessments charging such fines for calendar years 2015 to 2018. For the tax assessments related to the periods of 2015 and 2016, Ambev received unfavorable decisions from the first-level administrative court and filed appeals in connection therewith, which are pending judgment by the Lower Administrative Court. With respect to the tax assessments charging such isolated fines for calendar years 2017 and 2018, Ambev has filed defenses, which await judgment by the first-level administrative court.

In April 2024, Ambev received a new tax assessment charging isolated fines for calendar year 2019, amounting to approximately R$575 million. Ambev has filed a defense in this case, which similar to the 2017 and 2018 cases, awaits judgment by the first-level administrative court.

The updated assessed amount related to this uncertain tax position as of 30 June 2024, as per IFRIC 23, is approximately R$15,4 billion as of June 30, 2024 (R$14,3 billion as of December 31, 2023). Ambev has not recorded any provision in connection therewith.

Ambev has continued to take the same deductions for the calendar years following the assessed periods (2018 to 2024). Therefore, if Ambev receives similar tax assessments for this period, Ambev management believes the outcome would be the same as those tax years already assessed.

15,435 14,302

 

  Indirect taxes

Estimates

(in million of Brazilian Reais)

# Description of the main process 06/30/2024 12/31/2023
1

IPI Suspension

In 2014 and 2015, Ambev received tax assessments from the Brazilian Federal Tax Authorities relating to IPI allegedly due to the suspension of finished products between its units. The cases are being challenged at both the administrative and judicial levels.

In January 2024, Ambev received a partially favorable decision from the Upper Administrative Court reducing 98% of the amount alleged to be owed by Ambev in this case, corresponding to approximately R$916 million. Ambev filed an appeal at the judicial level against the unfavorable portion of the decision.

In the judicial sphere, the first decision obtained in a case on this subject was rendered in July 2022, the decision was unfavorable to Ambev, and it filed an appeal. In July 2023, the Federal Court rendered its decision on the appeal, annulling the first-level decision and ordering the production of technical evidence as requested by Ambev in order to demonstrate the proper collection of IPI. The federal government has filed motions for clarification against this decision, which are pending judgment by the Federal Court.

867 1,824

 

 

14.CHANGES IN EQUITY

 

14.1 Issued capital

 

At June 30, 2024, the authorized share capital, fully subscribed and paid-in, in the amount of R$58,226,036 (R$58,177,929 in June 30, 2023) in the amount of 15,757,657 common shares (15,753,833 in June 30, 2023) book entry, nominative, without nominal value, thus distributed:

 

  06/30/2024   06/30/2023
Shareholder Thousands of common shares %   Thousands of common shares %
Interbrew International B.V. 8,441,665  53.57%   8,441,666  53.58%
Ambrew S.A.R.L. 1,287,671  8.17%   1,287,671  8.17%
Fundação Zerrenner 1,609,987  10.22%   1,609,987  10.22%
Market 4,386,859  27.84%   4,407,365  27.98%
Treasury 31,475  0.20%   7,144  0.05%
  15,757,657  100.00%   15,753,833  100.00%

 

  06/30/2024   06/30/2023
  Thousands of common shares Thousands of Real   Thousands of common shares Thousands of Real
Beginning balance 15,753,833  58,177,929    15,750,217  58,130,517 
Capital increase (i) 3,824  48,107    3,616  47,412 
Final balance 15,757,657  58,226,036    15,753,833  58,177,929 

 

(i) Capital increase related to the issue of shares, in connection with share-based program.

 

14.2 Capital reserves

 

  Capital Reserves   
  Treasury shares  Share Premium  Other capital reserves  Share-based Payments   Total 
At January 1, 2023 (1,073,506) 53,662,811  700,898  2,049,491  55,339,694 
Capital increase -    -    -    (32,869) (32,869)
Share buyback, results from treasury shares and share-based payments 18,154  -    -    150,078  168,232 
At June 30, 2023 (1,055,352) 53,662,811  700,898  2,166,700  55,475,057 

 

 

AMBEV S.A.

 

 

  Capital Reserves   
  Treasury shares  Share Premium  Other capital reserves  Share-based Payments   Total 
At January 1, 2024 (1,011,949) 53,662,811  700,898  2,127,804  55,479,564 
Gains/(losses) of controlling interest -    -    -    1,958  1,958 
Share buyback, results from treasury shares and share-based payments (328,202) -    -    127,142  (201,060)
At June 30, 2024 (1,340,151) 53,662,811  700,898  2,256,904  55,280,462 

 

14.2.1 Share buyback and treasury shares results

 

Treasury shares represent the Company’s own issued shares bought back by the Company, and the result of treasury shares related to gains and losses on share-based payment transactions and others. The changes in treasury shares are as follows:

 

  Acquisition/realization of shares   Treasury shares results   Total treasury shares
  Thousands of shares   Thousands of Brazilian Reais   Thousands of shares   Thousands of Brazilian Reais
At January 1, 2023 8,482    (131,877)   (941,629)   (1,073,506)
Changes during the year (1,338)   21,540    (3,386)   18,154 
At June 30, 2023 7,144    (110,337)   (945,015)   (1,055,352)

 

 

  Acquisition/realization of shares   Treasury shares results   Total treasury shares
  Thousands of shares   Thousands of Brazilian Reais   Thousands of shares   Thousands of Brazilian Reais
At January 1, 2024 4,384    (63,095)   (948,854)   (1,011,949)
Changes during the year 27,091    (325,274)   (2,928)   (328,202)
At June 30, 2024 31,475    (388,369)   (951,782)   (1,340,151)

 

14.2.2 Share-based payment

 

Different share-based payment programs and stock purchase option plans allow the senior management from Ambev’s economic group to acquire shares in the Company. The share-based payment reserve recorded a charge of R$187,704 on June 30, 2024 (R$181,910 at June 30, 2023) (note 20 – Share-based payments).

 

14.3 Net income reserves

 

  Net income reserves  
  Investments reserve  Legal reserve   Fiscal incentive  Total
At January 1, 2023 22,055,901  4,456  14,846,543  36,906,900 
At June 30, 2023 22,055,901  4,456  14,846,543  36,906,900 

 

  Net income reserves  
  Investments reserve  Legal reserve   Fiscal incentive  Total
At January 1, 2024 25,786,098  4,456  17,399,286  43,189,840 
At June 30, 2024 25,786,098  4,456  17,399,286  43,189,840 

 

There was no change in net income reserves in the six-month periods ended June 30, 2023 and June 30, 2024.

 

AMBEV S.A.

 

14.3.1 Tax incentives

 

The Company recognizes annually in its equity, in the net income reserves line, the tax incentives regarding tax benefits at the government subsidies for the current year.

 

In general, these incentives are related to industrial development programs that aim to generate employment, promote regional decentralization, and complement and diversify the industrial base of the states. In these states, the grace periods and use and reductions are set out under the respective state normative acts, and when conditions for obtaining these grants exist, they are under Company’s control. The treatment of incentives complies with the provisions of current federal, state and municipal legislation, in particular set by Complementary Federal Law 160/2017 and by Agreement “CONFAZ 190/2017”. For the purposes of constituting the Tax Incentives reserve, the state tax incentives related to sales taxes are recognized as government subsidies for investments, regardless of the actual tax treatment given to them, in line with the interpretation of the Superior Court of Justice manifested mainly in the judgment of ERESP No. 1.517.492/PR, as well as in the judgment of Theme No. 1.182 and of the Federal Supreme Court, according to the manifestations expressed in the judgment of Theme 843.

 

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

 

  06/30/2024 06/30/2023
 ICMS (Brazilian state value-added tax) 1,277,076  1,404,170 
 Income tax  324,271  47,678 
  1,601,347  1,451,848 

 

14.3.2 Interest on shareholders’ equity/dividends

 

There was no payment of dividends or interest on shareholders’ equity by the Company in the six-month periods ended June 30, 2023 and June 30, 2024.

 

AMBEV S.A.

 

14.4 Carrying value adjustments

 

  Carrying value adjustments  
  Translation reserves Cash flow hedge Actuarial gains/ (losses) Put option granted on subsidiary Gains/(losses) of non-controlling interest’s share Business combination Accounting adjustments for transactions between shareholders Total
At January 1, 2023 6,753,983  908,521  (664,985) (6,666) (130,578) 156,091  (75,437,844) (68,421,478)
Comprehensive income:                
Gains/(losses) on cumulative translation adjustment [CTA] (5,016,193) -    -    -    -    -    -    (5,016,193)
Cash flow hedges -    (785,019) -    -    -    -    -    (785,019)
Actuarial gains/(losses) -    -    4,377  -    -    -    -    4,377 
Total comprehensive income  (5,016,193) (785,019) 4,377  -    -    -    -    (5,796,835)
Options granted on subsidiaries -    -    -    4,700  -    -    -    4,700 
Gains/(losses) of controlling interest -    -    -    -    (44) -    -    (44)
Tax on deemed dividends -    -    -    -    (4,029) -    -    (4,029)
At June 30, 2023 1,737,790  123,502  (660,608) (1,966) (134,651) 156,091  (75,437,844) (74,217,686)

 

  Carrying value adjustments  
  Translation reserves Cash flow hedge Actuarial gains/ (losses) Put option granted on subsidiary Gains/(losses) of non-controlling interest’s share Business combination Accounting adjustments for transactions between shareholders Total
At January 1, 2024 (2,458,382) 697,825  (678,235) -    (145,675) 156,091  (75,449,667) (77,878,043)
Comprehensive income:                
Gains/(losses) on cumulative translation adjustment [CTA] 5,112,045  -    -    -    -    -    -    5,112,045 
Cash flow hedges -    244,864  -    -    -    -    -    244,864 
Actuarial gains/(losses) -    -    888  -    -    -    -    888 
Total comprehensive income  5,112,045  244,864  888  -    -    -    -    5,357,797 
Gains/(losses) of controlling interest 385,670  (578) (1,174) -    128,467  -    -    512,385 
Tax on deemed dividends -    -    -    -    (7,089) -    -    (7,089)
At June 30, 2024 3,039,333  942,111  (678,521) -    (24,297) 156,091  (75,449,667) (72,014,950)
 

AMBEV S.A.

 
15.SEGMENT REPORTING

 

(a)Reportable segments for the six-month–periods ended in:
  Brazil CAC (i) Latin America – South (ii) Canada Consolidated
  06/30/2024 06/30/2023 06/30/2024 06/30/2023 06/30/2024 06/30/2023 06/30/2024 06/30/2023 06/30/2024 06/30/2023
                     
Net sales 22,927,426  21,412,744  4,894,691  4,779,140  8,010,571  8,397,960  4,487,824  4,840,013  40,320,512  39,429,857 
Cost of sales (11,604,180) (11,270,571) (2,304,286) (2,376,802) (4,277,792) (4,048,802) (1,932,716) (2,071,118) (20,118,974) (19,767,293)
Gross profit 11,323,246  10,142,173  2,590,405  2,402,338  3,732,779  4,349,158  2,555,108  2,768,895  20,201,538  19,662,564 
Distribution expenses (3,129,226) (3,081,399) (426,021) (466,150) (1,052,159) (1,099,929) (834,082) (950,923) (5,441,488) (5,598,401)
Sales and marketing expenses (2,407,814) (2,156,816) (357,809) (355,068) (864,844) (757,137) (465,204) (562,648) (4,095,671) (3,831,669)
Administrative expenses (1,802,274) (1,677,789) (214,251) (216,404) (434,355) (429,125) (332,518) (297,838) (2,783,398) (2,621,156)
Other operating income/(expenses) 1,105,611  822,339  6,171  4,458  (7,589) 37,951  8,420  12,765  1,112,613  877,513 
Exceptional items (6,837) (121,888) (4,160) (14,164) (4,791) (15,253) (13,508) -    (29,296) (151,305)
Income from operations 5,082,706  3,926,620  1,594,335  1,355,010  1,369,041  2,085,665  918,216  970,251  8,964,298  8,337,546 
Net finance costs                 (1,022,167) (2,071,346)
Share of results of associates and joint ventures                 (35,022) (16,603)
Income before income tax                 7,907,109  6,249,597 
Income tax expense                 (1,651,039) 167,412 
Net income                 6,256,070  6,417,009 
                     
Acquisition of property, plant and equipment 1,289,070  1,619,067  247,124  270,991  404,022  423,401  103,770  135,236  2,043,986  2,448,695 

 

 

AMBEV S.A.

 

 

(continued)

 

  Brazil CAC (i) Latin America – South (ii) Canada Consolidated
  06/30/2024 12/31/2023 06/30/2024 12/31/2023 06/30/2024 12/31/2023 06/30/2024 12/31/2023 06/30/2024 12/31/2023
                     
Segment assets 56,803,890  56,974,055  15,578,221  13,692,342  23,042,743  16,084,960  18,247,508  15,856,930  113,672,362  102,608,287 
Intersegment elimination                 (2,623,937) (2,162,090)
Non-segmented assets (iii)                 32,390,421  32,197,936 
Total assets                 143,438,846  132,644,133 
                     
Segment liabilities 23,158,376  28,841,281  5,152,783  4,981,469  4,501,535  5,095,432  5,832,807  5,130,990  38,645,501  44,049,172 
Intersegment elimination                 (2,623,936) (2,161,919)
Non-segmented liabilities (iii)                 107,417,281  90,756,880 
Total liabilities                 143,438,846  132,644,133 

 

(i) CAC: includes the Dominican Republic, Panama, Guatemala, Cuba, Barbados, Saint Vincent, Dominica, Nicaragua, Honduras and Antigua.

 

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

 

(iii) The non-segmented assets relate primarily to cash and cash equivalents, taxes and investments balances. The non-segmented liabilities, relate primarily to shareholders' equity, taxes and derivatives balances.

 

Non-current assets attributed to Brazil (country of domicile of the company) and Canada amounted to R$44.6 billion and R$15.2 billion, respectively as of June 30, 2024 (R$45.1 billion and R$13.9 billion, respectively, as of December 31, 2023). The net revenue attributable to the Company's operations in Argentine amount to R$4.7 billion in the six-month period ended June 30, 2024 (R$5.0 billion as of June 30, 2023), and segmented non-current assets attributed to the same country amounted R$10.7 billion for the same period ended June 30, 2024 (R$5.9 billion as of December 31, 2023).

 

AMBEV S.A.

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

 

  Brazil CAC Latin America – South Canada Consolidated
  06/30/2024 06/30/2023 06/30/2024 06/30/2023 06/30/2024 06/30/2023 06/30/2024 06/30/2023 06/30/2024 06/30/2023
                     
Net sales 11,215,508  10,366,028  2,579,989  2,473,541  3,608,650  3,266,016  2,640,068  2,792,529  20,044,215  18,898,114 
Cost of sales (5,654,302) (5,478,287) (1,216,596) (1,252,838) (2,086,939) (1,715,925) (1,102,143) (1,188,559) (10,059,980) (9,635,609)
Gross profit 5,561,206  4,887,741  1,363,393  1,220,703  1,521,711  1,550,091  1,537,925  1,603,970  9,984,235  9,262,505 
Distribution expenses (1,513,462) (1,507,482) (225,692) (249,343) (559,285) (449,563) (452,039) (475,317) (2,750,478) (2,681,705)
Sales and marketing expenses (1,301,291) (1,243,599) (188,869) (178,201) (464,506) (377,746) (256,481) (290,823) (2,211,147) (2,090,369)
Administrative expenses (980,634) (855,249) (119,737) (108,032) (203,709) (212,493) (146,950) (139,830) (1,451,030) (1,315,604)
Other operating income/(expenses) 517,106  375,735  802  (6,750) 929  21,420  747  6,032  519,584  396,437 
Exceptional items (2,028) (103,941) (3,339) (11,937) (3,155) (7,538) (3,205) -    (11,727) (123,416)
Income from operations 2,280,897  1,553,205  826,558  666,440  291,985  524,171  679,997  704,032  4,079,437  3,447,848 
Net finance costs                 (616,223) (1,073,484)
Share of results of associates and joint ventures                 (31,452) (2,431)
Income before income tax                 3,431,762  2,371,933 
Income tax expense                 (979,874) 225,827 
Net income                 2,451,888  2,597,760 

 

The net revenue attributable to the Company's operations in Argentine amount to R$2.1 billion in the three-month period ended June 30, 2024 (R$1.8 billion in the three-month period ended June 30, 2023).

 

AMBEV S.A.

 

 

(c)Additional information – by business unit – six and three-month period ended in:

 

  Six-month period ended:   Three-month period ended:
  Brazil   Brazil
  Beer Soft drinks and
Non-alcoholic and
non-carbonated
Total    Beer Soft drinks and
Non-alcoholic and
non-carbonated
Total 
  06/30/2024 06/30/2023 06/30/2024 06/30/2023 06/30/2024 06/30/2023   06/30/2024 06/30/2023 06/30/2024 06/30/2023 06/30/2024 06/30/2023
                           
Net sales 18,998,921  17,980,803  3,928,505  3,431,941  22,927,426  21,412,744    9,311,412  8,710,651  1,904,096  1,655,377  11,215,508  10,366,028 
Cost of sales (9,427,629) (9,332,855) (2,176,551) (1,937,716) (11,604,180) (11,270,571)   (4,615,153) (4,541,364) (1,039,149) (936,923) (5,654,302) (5,478,287)
Gross profit 9,571,292  8,647,948  1,751,954  1,494,225  11,323,246  10,142,173    4,696,259  4,169,287  864,947  718,454  5,561,206  4,887,741 
Distribution expenses (2,531,669) (2,488,770) (597,557) (592,629) (3,129,226) (3,081,399)   (1,235,661) (1,223,347) (277,801) (284,135) (1,513,462) (1,507,482)
Sales and marketing expenses (2,171,366) (1,913,535) (236,448) (243,281) (2,407,814) (2,156,816)   (1,176,806) (1,089,889) (124,485) (153,710) (1,301,291) (1,243,599)
Administrative expenses (1,566,929) (1,449,747) (235,345) (228,042) (1,802,274) (1,677,789)   (857,406) (740,253) (123,228) (114,996) (980,634) (855,249)
Other operating income/(expenses) 897,452  603,530  208,159  218,809  1,105,611  822,339    422,397  254,743  94,709  120,992  517,106  375,735 
Exceptional items (6,837) (121,888) -    -    (6,837) (121,888)   (2,028) (106,154) -    2,213  (2,028) (103,941)
Income from operations 4,191,943  3,277,538  890,763  649,082  5,082,706  3,926,620    1,846,755  1,264,387  434,142  288,818  2,280,897  1,553,205 
Net finance costs         (696,131) (1,312,168)           (244,958) (600,781)
Share of results of associates and joint ventures         (33,901) (4,820)           (30,500) (2,642)
Income before income tax         4,352,674  2,609,632            2,005,439  949,782 
Income tax expense         (315,576) 1,401,942            (397,039) 732,390 
Net income         4,037,098  4,011,574            1,608,400  1,682,172 
 

AMBEV S.A.

 
16.NET SALES

 

In compliance with the Brazilian Federal Law 6,404/76, Company discloses the reconciliation between gross and net sales presented in the consolidated income statement. The values by each operational segment are disclosed in note 15 – Segment reporting.

 

  Six-month period ended:   Three-month period ended:
  06/30/2024 06/30/2023   06/30/2024 06/30/2023
           
Gross sales 60,305,095  60,410,057    29,950,562  28,604,820 
Excise duty (12,446,232) (12,146,959)   (6,213,590) (5,907,359)
Discounts (7,538,351) (8,833,241)   (3,692,757) (3,799,347)
  40,320,512  39,429,857    20,044,215  18,898,114 

 

At June 30, 2024 the Company calculated R$674.2 million (R$648.7 million at December 31, 2023), in government grants, registered in the net revenue. As from March 2024, the Company is no longer required to pay PIS and Cofins on the amounts calculated as a government grant for investment related to the tax benefits called presumed ICMS credits, under the terms of Law No. 14,789/2024, due to a favorable preliminary decision obtained in the Federal Court.

 

17.OTHER OPERATING INCOME/(EXPENSES)

 

  Six-month period ended:   Three-month period ended:
  06/30/2024 06/30/2023   06/30/2024 06/30/2023
           
Government grants/ present value adjustment of long-term fiscal incentives (i) 821,678  755,489    436,065  385,976 
(Additions)/reversals of provisions (11,901) (11,706)   (5,809) (3,430)
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates 41,889  42,573    21,206  14,496 
Other operating income/(expenses), net 260,947  91,157    68,122  (605)
  1,112,613  877,513    519,584  396,437 

 

(i) As detailed in note 16 – Net sales, as of March 2024, the Company is no longer required to pay PIS and Cofins on the amounts calculated as a government grant for investment related to the tax benefits called presumed ICMS credits, under the terms of Law No. 14,789/2024, due to a favorable preliminary decision obtained in the Federal Court.

 

 

18.EXCEPTIONAL ITEMS

 

  Six-month period ended:   Three-month period ended:
  06/30/2024 06/30/2023   06/30/2024 06/30/2023
Restructuring (i) (28,970) (56,295)   (11,401) (28,406)
Legal fees (ii) -    (94,670)   -    (94,670)
Effect of application of IAS 29 (hyperinflation) (326) (340)   (326) (340)
  (29,296) (151,305)   (11,727) (123,416)

 

(i) The restructuring expenses primarily related to centralization projects and resizing in Brazil, Latin America CAC and Canada.

 

(ii) In 2003 some holders of warrants issued by Cervejaria Brahma filed lawsuits in order to discuss the criteria used in calculating the exercise price of such warrants. In 2023, the Company obtained some final favorable decisions on the matter, which was already classified as a remote loss. The amount recorded in this line refers to the provision for legal fees related to this matter.

 

AMBEV S.A.

 
19.FINANCE RESULT

 

  Six-month period ended:   Three-month period ended:
  06/30/2024 06/30/2023   06/30/2024 06/30/2023
Finance expenses          
Interest and foreign exchange rate on loans to/from related parties (1,306) -      (1,306) -   
Interest on accounts payable present value adjustment (i) (614,493) (714,951)   (282,353) (347,131)
Interest on bank debts and tax incentives (i) (93,227) (83,668)   (46,267) (41,665)
Interest on provision for disputes and litigation (94,046) (90,301)   (49,668) (72,987)
Interest on leases (i) (78,738) (107,486)   (40,646) (56,218)
Interest on pension plans (53,514) (59,307)   (27,004) (29,247)
Other interest expenses (i) (ii) (261,212) (370,307)   (128,864) (214,589)
Losses on hedging instruments (343,139) (1,101,882)   (147,957) (462,258)
Tax on financial transactions (100,876) (123,388)   (45,584) (64,984)
Bank guarantee expenses and surety bond premiums (iii) (116,621) (114,910)   (59,280) (77,548)
Other finance expenses (160,373) (176,819)   (76,147) (121,673)
Total of finance expenses (1,917,545) (2,943,019)   (905,076) (1,488,300)
           
Finance income          
Interest and foreign exchange rate on loans to/from related parties 296  18,349    -    1,550 
Income from cash and cash equivalents 729,736  350,903    345,352  202,084 
Income from debt securities 37,810  29,467    28,286  8,682 
Income from other receivables (iv) 333,415  485,456    141,723  310,642 
Other finance income 29,224  192,230    15,370  109,058 
Total of finance income 1,130,481  1,076,405    530,731  632,016 
           
Effect of application of IAS 29 (hyperinflation) (144,205) 392,743    (184,921) 102,828 
Exchange differences, net (v) (90,898) (597,475)   (56,957) (320,028)
Other net financial results (235,103) (204,732)   (241,878) (217,200)
           
Net finance result (1,022,167) (2,071,346)   (616,223) (1,073,484)

 

(i) From the 1st quarter of 2024 onwards, the balances previously presented in the row “Interest expense” have been segregated between the rows, “Interest on bank debts and tax incentives”, “Interest on accounts payable present value adjustment”, “Interest on leases”, and “Other interest expenses”, including for comparative purposes.

 

(ii) Includes, among others, interest on tax payment financing, under the terms of the Special Tax Regularization Program (PERT) of 2017.

 

(iii) Description changed to “Bank guarantee expenses and surety bond premiums”, to better reflect the nature of the balances, including for comparative purposes, from the 1st quarter of 2024.

 

(iv) Refers, mainly, to monetary adjustment of recoverable taxes.

 

(v) From the 1st quarter of 2024 onwards, the Company changed the way it presents note 19 – Net finance result. The exchange differences, previously shown as financial expenses, are now presented net of the balances of the same category, formerly reported as financial revenues. The net presentation of such balances is now reported in the line item “Exchange differences, net”, both in this explanatory note and in the income statements.

 

As disclosed in its accounting policy, the term element, which can be separated and excluded from the designation of the financial instrument as a hedging instrument, is recognized in the financial result, in accordance with IFRS 9 - Financial Instruments.

 

Interest expenses are presented net of the effects of interest rate derivative financial instruments which mitigate Ambev’s interest rate risk (note 21- Financial instruments and risks).

 

20.SHARE-BASED PAYMENTS

 

Currently the Company has two plans of share-based payment programs: (i) the Stock Option Plan, approved in Extraordinary General Meeting of July 30, 2013 (“Stock Option Plan”) and (ii) Share-based Plan, approved in Extraordinary General Meeting of April 29, 2016, as amended in Extraordinary General Meeting of April 24, 2020 (“Share-Based Plan”). Under each of these plans, the Company can periodically issue different stock options and restricted share units programs. These programs allow certain Group employees and members of the Management, indicated by the Board of Directors and People Committee, to either buy shares of the Company by exercising stock options or receive shares directly.

 

AMBEV S.A.

 

20.1 Share-Based Plan

 

During the period, the Company granted 6,787 thousand restricted shares and performance shares under the Share-Based Plan (33,686 thousand in December 31, 2023), representing a fair value of approximately R$85,384 in June 30, 2024 (R$463,533 in December 31, 2023).

 

The total number of shares granted to the Company’s executives under the Share-Based Plan, which will be delivered in the future under certain conditions, is shown below:

 

Restricted and performance shares

 

Thousand restricted shares 06/30/2024   12/31/2023
       
Restricted and performance shares outstanding at January 118,996    108,854 
New restricted and performance shares during the period 6,787    33,686 
Restricted and performance shares granted during the period (3,923)   (18,309)
Restricted and performance shares forfeited during the period (2,490)   (5,235)
Restricted and performance shares outstanding at the end of the period 119,370    118,996 

 

20.2 Option Plan

 

The Company has not granted stock options, neither there were options exercised during the period ended June 30, 2024, and December 31, 2023. The total number of outstanding options developed was as follows:

 

Thousand options 06/30/2024   12/31/2023
       
Options outstanding at January 87,961    99,717 
Options forfeited during the period (1,082)   (11,756)
Options outstanding at the end of the period 86,879    87,961 

 

The range of exercise prices of the outstanding options is from R$15.95 in June 30, 2024 (R$15.95 in December 31, 2023) to R$32.91 in June 30, 2024 (R$32.81 in December 31, 2023) and the remaining exercise period for these options ranges approximately between 5 and 53 months. Additionally, there is a stock option program in the vesting period, which cannot be exercised yet.

 

Of the 86,879 thousand outstanding options (87,961 thousand on December 31, 2023), 68,977 thousand options were vested on June 30, 2024 (68,635 thousand on December 31, 2023).

 

AMBEV S.A.

 

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

 

In R$ per share 06/30/2024   12/31/2023
       
Options outstanding at January 1 18.86    19.39 
Options forfeited during the period 18.13    22.68 
Options outstanding at the end of the period 18.87    18.86 
Options exercisable at the end of the period 19.08    19.08 

 

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

 

20.3 Expenses related to share-based payments

 

The transactions with share-based payments described above generated an expense of R$187,706 on June 30, 2024 (R$184,584 on June 30, 2023), recorded as administrative expenses.

 

AMBEV S.A.

 
21.FINANCIAL INSTRUMENTS AND RISKS

 

21.1 Financial instruments categories

 

The financial instruments held by the Company are managed through operational strategies and internal controls to assure liquidity, profitability, and transaction security. Transactions involving financial instruments are regularly reviewed to assess the effectiveness of the risk exposure that management intends to cover (foreign exchange, and interest rate, among others).

 

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

 

  06/30/2024 12/31/2023
Assets    
Amortized cost    
Cash and cash equivalents less bank overdrafts (note 5.1) 14,154,434  16,059,003 
Trade receivables excluding prepaid expenses  7,556,214  7,566,654 
Investment securities (note 5.2) 249,621  242,168 
Subtotal 21,960,269  23,867,825 
Fair value through profit or loss    
Investment securities (note 5.2) 1,187,157  277,164 
Derivatives hedges (note 21.2) 933,027  379,722 
Subtotal 2,120,184  656,886 
Total assets 24,080,453  24,524,711 
     
Liabilities    
Amortized cost    
Trade payables (note 11) 21,086,640  23,502,401 
Interest-bearing loans and borrowings (note 12) 3,456,152  3,501,066 
Other liabilities 2,395,850  2,129,624 
Subtotal 26,938,642  29,133,091 
Fair value through profit or loss    
Put options granted on subsidiaries (i) 944,134  2,791,088 
Derivatives hedges (note 21.2) 237,699  763,005 
Other liabilities 314,572  272,647 
Subtotal 1,496,405  3,826,740 
Total liabilities 28,435,047  32,959,831 

 

(i) Put options granted on subsidiaries: the Company constituted a liability related to the acquisition of a non-controlling interest of the operations in the Dominican Republic. This financial instrument was denominated in US Dollars for Tranche A, exercised in January 2024 and remains denominated Dominican Pesos for Tranche B and is recorded by an entity, whose functional currency is the Real. The Company assigned this financial instrument as a hedging instrument for a portion of its net assets located in subsidiaries whose functional currency is the US Dollar and the Dominican Peso, in such a manner that the hedge result can be recorded in other comprehensive income of the group, following the result of the hedged item.

 

AMBEV S.A.

 

21.2 Derivative financial instruments

 

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

 

              Six-month period ended: 06/30/2024   Three-month period ended: 06/30/2024
          Fair Value   Gain / (Losses)   Gain / (Losses)
Hedge position   Risk Notional   Assets Liabilities   Finance result Operational result Equity   Finance result Operational result Equity
                             
Cost     16,042,114    928,936  (230,266)   (331,264) 24,479  201,640    (131,087) 133,520  1,026,279 
    Commodities 4,799,021    262,246  (155,745)   (165,779) (50,129) (35,883)   (91,686) 23,539  120,012 
    US Dollars 11,179,019    665,799  (73,582)   (167,393) 73,837  237,640    (40,178) 109,739  906,625 
    Euros 14,782    37  (113)   (156) 254  141    (62) 134  63 
    Mexican Pesos 49,292    854  (826)   2,064  517  (258)   839  108  (421)
                             
Importing of fixed assets     244,290    3,259  (6,331)   (3,337) 3,994  10,039    (3,853) 2,349  4,881 
    US Dollars 244,290    3,259  (6,331)   (3,337) 3,994  10,039    (3,853) 2,349  4,881 
                             
Expenses     63,682    832  (1,102)   (1,080) 996  2,575    746  592  1,558 
    US Dollars 63,682    832  (1,102)   (1,080) 996  2,575    746  592  1,558 
                             
Financial assets     (103,812)   -    -      2,215  -    -      2,215  -    -   
    US Dollars (103,812)   -    -      2,215  -    -      2,215  -    -   
As at June 30, 2024     16,246,274    933,027  (237,699)   (333,466) 29,469  214,254    (131,979) 136,461  1,032,718 
 

AMBEV S.A.

 
      12/31/2023   Six-month period ended: 06/30/2023   Three-month period ended: 06/30/2023
          Fair Value   Gain / (Losses)   Gain / (Losses)
Hedge position   Risk Notional   Assets Liabilities   Finance result Operational result Equity   Finance result Operational result Equity
                             
Cost     17,374,318    379,571  (741,901)   (1,028,671) 225,961  (857,861)   (461,413) 130,308  (776,072)
    Commodities 4,025,739    198,319  (219,325)   (131,461) (223,399) 377,800    (30,693) (93,230) 373,474 
    US Dollars 13,200,032    164,916  (522,348)   (896,805) 441,023  (1,217,465)   (430,243) 216,396  (1,128,335)
    Euros 37,424    143  (228)   (276) 1,097  263    (39) 981  (440)
    Mexican Pesos 111,123    16,193  -      (129) 7,240  (18,459)   (438) 6,161  (20,771)
                             
Fixed Assets     249,716    62  (14,637)   (14,008) (1,484) (11,191)   (10,448) (255) 928 
    US Dollars 249,716    62  (14,637)   (14,008) (1,484) (11,191)   (10,448) (255) 928 
                             
Expenses     64,675    89  (4,212)   (17,578) 16,827  6,476    (9,124) 6,423  4,128 
    US Dollars 64,675    89  (4,212)   (17,578) 16,827  6,476    (9,124) 6,423  4,128 
                             
Financial assets     (59,306)   -    (2,255)   -    -    -      -    -    -   
    US Dollars (59,306)   -    (2,255)   -    -    -      -    -    -   
Total     17,629,403    379,722  (763,005)   (1,060,257) 241,304  (862,576)   (480,985) 136,476  (771,016)

 

As disclosed in its accounting policy, the term element, which can be separated and excluded from the designation of the financial instrument as a hedging instrument, is recognized in the financial result, in accordance with IFRS 9 - Financial Instruments.

 

AMBEV S.A.

 

21.2.1 Instrument maturity

 

As of June 30, 2024 the notional and fair value amounts per instrument and maturity were as follows:

 

    Notional Value
Hedge position Risk 2024 2025 >2026 Total
           
Cost   11,238,732  4,803,382  -    16,042,114 
   Commodities  2,860,903  1,938,118  -    4,799,021 
   US Dollars  8,313,755  2,865,264  -    11,179,019 
   Euros 14,782  -    -    14,782 
   Mexican Pesos  49,292  -    -    49,292 
           
Importing of fixed assets   129,246  115,044  -    244,290 
  US Dollars  129,246  115,044  -    244,290 
           
Expenses   34,108  29,574  -    63,682 
  US Dollars  34,108  29,574  -    63,682 
           
Financial assets   (103,812) -    -    (103,812)
  US Dollars  (103,812) -    -    (103,812)
    11,298,274  4,948,000  -    16,246,274 

 

    Fair Value
Hedge position Risk 2024 2025 >2026 Total
           
Costs   506,486  192,184  -    698,670 
  Commodities 91,474  15,027  -    106,501 
  US Dollars 415,060  177,157  -    592,217 
  Euros (76) -    -    (76)
  Mexican Pesos 28  -    -    28 
           
Importing of fixed assets   (4,741) 1,669  -    (3,072)
  US Dollars (4,741) 1,669  -    (3,072)
           
Expenses   (632) 362  -    (270)
  US Dollars (632) 362  -    (270)
    501,113  194,215  -    695,328 

 

21.2.2 Margins pledged as guarantees

 

In order to comply with the guarantee requirements regarding derivative exchanges and/or counterparties to certain operations with derivative financial instruments, as at June 30, 2024 the Company held R$198,328 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$197,736 as at December 31, 2023).

 

AMBEV S.A.

 

21.3 Classification of financial instruments

 

  06/30/2024   12/31/2023
  Level 1 Level 2 Level 3 Total   Level 1 Level 2 Level 3 Total
Financial assets                  
Investment securities 1,187,157  -    -    1,187,157    277,164  -    -    277,164 
Derivatives – operational hedge 41,904  891,123  -    933,027    53,372  326,350  -    379,722 
  1,229,061  891,123  -    2,120,184    330,536  326,350  -    656,886 
Financial liabilities                  
Put options granted on subsidiaries -    -    944,134  944,134    -    -    2,791,088  2,791,088 
Other liabilities -    -    314,572  314,572    -    -    272,647  272,647 
Derivatives liabilities at fair value through profit and loss -    -    -    -      2,255  -    -    2,255 
Derivatives – operational hedge 69,017  168,682  -    237,699    70,007  690,743  -    760,750 
  69,017  168,682  1,258,706  1,496,405    72,262  690,743  3,063,735  3,826,740 

 

21.3.1 Financial instruments level 3

 

As part of the negotiations regarding the acquisition of the shares of Tenedora, the Company signed in 2020 the second amendment to the Shareholders' Agreement extending the partnership between the Company and ELJ. As at December 2023, ELJ was the owner of 15% of the shares of Tenedora, and its put options was divided into two tranches: (i) Tranche A, corresponding to 12.11% of the shares, that was exercised on January 31, 2024; and (ii) Tranche B, corresponding to 2.89% of the shares, exercisable by ELJ from 2026. The Company, on the other hand, has a call option over Tranche B shares, exercisable from 2029. On June 30, 2024, the fair value of Tranche B held by ELJ, is R$944,134(R$2,791,088 on December 31, 2023, considering the sum of the two tranches existing up to this point).

 

The fair value of (i) Tranche A was calculated considering the interest under the contract, plus foreign exchange variations, less the dividends paid between the date of signature of the amendment and the exercise of the option. The fair value of (ii) Tranche B is calculated based on the EBITDA multiple defined in the contract, less the net debt, brought to its present value, calculated using standard valuation techniques (the present value of the principal amount and future interest, discounted by the local currency’s WACC rate as at the date of the calculation). The criteria used are based on market information from reliable sources and are categorized as “Level 3”.

 

21.3.2 Reconciliation of changes in the assets categorized at Level 3

 

Financial liabilities at December 31, 2023 3,063,735 
   Acquisition of investments (2,040,663)
Total gains and losses during the period 235,634 
   Losses/(gains) recognized in net income 56,247 
   Losses/(gains) recognized in equity 179,387 
Financial liabilities at June 30, 2024 1,258,706 

 

21.4 risk management

 

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

 

AMBEV S.A.

 

21.4.1 Market risk

 

21.4.1.1 Interest rate risk: consists of the possibility that the Company may incur losses due to fluctuations in interest rates, which may increase the financial expenses of financial liabilities, and/or decrease the financial income of financial assets, as well as negatively impact the fair value of financial assets measured at fair value. To mitigate this risk the Company applies a dynamic interest rate hedging approach, whereby the target mix between fixed and floating rate debt is reviewed periodically. The purpose of the Company’s policy is to achieve an optimal balance between the cost of funding and the volatility of financial results, considering market conditions. The Company’s overall business strategy, which is reviewed periodically.

 

The table below demonstrates the Company’s and its subsidiaries exposure related to debts. As at June 30, 2024, the Company and its subsidiaries does not hold hedge positions to the exposure described below:

 

  06/30/2024   12/31/2023
  Risk   Risk
  Interest rate Amount in Brazilian Real   Interest rate Amount in Brazilian Real
Brazilian Reais 10.2% 2,274,136    10.1% 2,372,010 
Other 10.5% 477,977    11.5% 405,613 
US Dollars 14.0% 6,537    14.0% 24 
Canadian Dollars 5.9% 465,720    5.6% 480,255 
Pre-fixed interest rate    3,224,370      3,257,902 
           
           
Brazilian Reais 7.9% 231,782    8.1% 243,164 
Post fixed interest rate    231,782      243,164 
 

AMBEV S.A.

 

Sensitivity analysis

 

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

 

Sensitivity analysis of exchange rate variations and commodity price variations:

Transaction Risk Fair Value Probable scenario Adverse scenario Remote scenario
           
Commodities hedge Increase in commodities price 106,501  140,366  1,306,256  2,506,012 
Input purchases (106,501) (140,460) (1,322,665) (2,538,829)
Foreign exchange hedge Foreign currency increase 592,169  694,269  3,402,942  6,213,716 
Input purchases (592,169) (695,960) (3,827,650) (7,063,132)
Cost effects   -    (1,785) (441,117) (882,233)
           
Foreign exchange hedge Foreign currency increase (3,072) (2,382) 58,001  119,073 
Capex Purchases 3,072  2,382  (58,001) (119,073)
Fixed asset effects   -    -    -    -   
           
Foreign exchange hedge Foreign currency increase (270) (86) 15,651  31,571 
Expenses 270  (63) (50,012) (100,294)
Result of expense effects   -    (149) (34,361) (68,723)
           
Foreign exchange hedge Foreign currency increase -    -    (25,953) (51,906)
Cash -    -    25,953  51,906 
Financial assets effects   -    -    -    -   
    -    (1,934) (475,478) (950,956)

 

21.4.1.2 Foreign currency risk: the Company is exposed to foreign currency risk on borrowings, investments, purchases, dividends and/or interest expenses/income where these are denominated in a currency other than the functional currency of the Group entity. The main derivative financial instruments used to manage foreign currency risk are futures contracts, swaps, options, non-deliverable forwards, and full deliverable forwards.

 

21.4.1.3 Commodity Risk: A significant portion of the Company’s inputs is made up of commodities, which have historically experienced substantial price fluctuations. The Company therefore uses both fixed prices purchasing contracts and derivative financial instruments to minimize its exposure to volatility in the commodity prices of aluminum, sugar, wheat, corn and paraxylene. These derivative financial instruments have been designated as cash flow hedges.

 

21.4.2 Credit Risk

 

The carrying amounts of cash and cash equivalents, investment securities, trade receivables excluding prepaid expenses, recoverable taxes and derivative financial instruments are disclosed net of provisions for impairment and represent the maximum exposure to credit risk as at June 30, 2024. As at June 30, 2024, there was no concentration of credit risk in any counterparties in excess of the limits established by the Company’s risk policy. The counterparty risk is reassessed on a quarterly basis.

 

AMBEV S.A.

 

Customers

A substantial portion of the Company’s sales is made to distributors, supermarkets, and retailers, through a broad distribution network. Credit risk is reduced due to the large number of customers and control procedures used to monitor risk. Historically, the Company has not incurred significant losses on receivables from customers.

 

Investments

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

 

21.4.3 Liquidity Risk

 

Historically, the Company’s primary sources of cash flow have been cash flow from operating activities, the issuance of debt, bank borrowings and equity securities. Ambev’s material cash requirements have included the following: payments of dividends and interest on shareholders’ equity; capital expenditure; investments in companies; increases in the ownership of Ambev’s subsidiaries or companies in which it holds equity investments; share buyback programs; and debt servicing.

 

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

 

              06/30/2024
  Carrying amount Contractual cash flows Less than 1 year 1-2 years 2-3 years 3-5 years More than 5 years
Trade and other payables (i) 30,684,351  32,137,727  29,261,709  159,939  12,117  957,647  1,746,315 
Secured bank loans 118,334  118,326  21,386  16,069  17,580  40,273  23,018 
Other secured loans 380,536  532,418  149,214  171,318  112,909  45,141  53,836 
Lease liabilities  2,957,282  3,596,879  1,327,487  943,271  610,546  563,498  152,077 
  34,140,503  36,385,350  30,759,796  1,290,597  753,152  1,606,559  1,975,246 

 

              12/31/2023
  Carrying amount Contractual cash flows Less than 1 year 1-2 years 2-3 years 3-5 years More than 5 years
Trade and other payables (i) 36,817,788  38,453,664  35,522,500  439,912  10,606  808,553  1,672,093 
Secured bank loans 126,566  177,794  26,704  25,182  25,181  50,364  50,363 
Other secured loans 415,670  594,730  156,040  171,214  134,204  79,381  53,891 
Lease liabilities  2,958,830  3,473,027  1,343,980  608,305  552,630  452,614  515,498 
  40,318,854  42,699,215  37,049,224  1,244,613  722,621  1,390,912  2,291,845 

 

(i) Mainly includes amounts related to suppliers, taxes, fees and contributions payables, dividends, and interest on shareholders’ equity payable, salaries and charges, put options related to the Company’s participation in subsidiaries and other liabilities, except transactions with related parties.

 

21.4.4 Capital management

 

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

 

AMBEV S.A.

 

The company evaluates its net debt in order to guarantee the continuity of its business in the long term.

 

    06/30/2024 12/31/2023
Debt details      
Interest-bearing loans and borrowings current and non-current   3,456,152  3,501,066 
(-) Financial assets at fair value through profit or loss   (1,187,157) (277,164)
(-) Cash and cash equivalents less bank overdraft   (14,154,434) (16,059,003)
Net debt/(cash)   (11,885,439) (12,835,101)

 

21.5 Offsetting financial assets and liabilities

 

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

 

21.6 Risks management of climate change and the sustainability strategy

 

Considering the nature of the Company’s operations there is an inherent exposure to certain risks related to climate change, and relevant sustainability aspects.

 

There have been no changes in the key risks considered by management compared to those presented in the financial statements for the year ended December 31, 2023.

 

22.COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS

 

  06/30/2024 12/31/2023
     
Collateral given for the Company’s own liabilities 591,770  581,019 
Other commitments 1,213,838  1,146,841 
  1,805,608  1,727,860 
     
Commitments to suppliers - Property, plant and equipment and Intangible 1,031,904  1,000,817 
Commitments to suppliers - Inventories 39,244,642  38,390,957 
  40,276,546  39,391,774 

 

As at June 30, 2024 the company had R$568,923 (R$558,182 as at December 31, 2023) of cash guarantees. The deposits in cash used as guarantees are presented as part of other assets. To provide the guarantees required for derivatives exchanges and/or counterparties contracted in certain derivative financial instrument transactions, as at June 30, 2024, Ambev maintained R$198,328 (R$197,736 as at December 31, 2023) in highly liquidity financial investments or in cash, classified as cash and cash equivalents and investment securities (note 21 – Financial instruments and risks).

Most of the balance relates to commitments to suppliers of packaging. These commitments have as its main goal to provide strategic supplies of long term security to the Company, besides providing greater security to vendors in long term investments. The balances of fixed assets provided as security are not material.

 

AMBEV S.A.

 

Future contractual commitments as at June 30, 2024 and December 31, 2023 are as follows:

 

  06/30/2024 12/31/2023
     
Less than 1 year 12,586,531  9,619,224 
Between 1 and 2 years 10,216,751  9,536,293 
More than 2 years 17,473,264  20,236,257 
  40,276,546  39,391,774 
23.RELATED PARTIES

 

The Company adopts the corporate governance practices recommended and/or required by the applicable laws. Under the Company’s by-laws, the Board of Directors is responsible for approving any transactions or agreements between the Company and/or any of its subsidiaries (except for full subsidiaries), its directors and/or shareholders (including direct or indirect shareholders of the Company). The Governance Committee of the Company is required to advise the Board of Directors on all transactions with related parties, among other subjects.

 

Management is prohibited from interfering in any transaction in which a conflict of interest exists, even in theory, with the Company’s interests. Management also is not permitted to interfere in decisions of any other members of management, and the minutes of meeting of the Board are required to document any decision to abstain from the respective deliberations.

 

23.1 Transactions with key management members

 

The key management includes the Statutory Executive Board and Board of Directors. In addition to short-term benefits (primarily salaries), management members are entitled to participate in the share-based payment, as in note 20 – Share-based payments.

 

Total expenses related to the Company’s management members are as follow:

 

  Six-month period ended:   Three-month period ended:
  06/30/2024 06/30/2023   06/30/2024 06/30/2023
           
Short-term benefits (i) 25,939  25,838    14,797  11,173 
Share-based payments (ii) 47,988  40,948    24,981  22,800 
Social security (iii) 8,822  4,533    7,170  2,428 
Total key management remuneration  82,749  71,319    46,948  36,401 

 

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

 

(ii) These correspond to compensation expenses of share options, restricted stocks and performance stocks granted to management. In total amounts above exclude remuneration paid to members of the Fiscal Council and Committees.

 

(iii) These correspond to the social security charges levied on the management’s remuneration.

 

Except the abovementioned remuneration, the Company has other types of transaction with the Management members or pending balances receivable or payable in its balance sheet.

 

23.2 Transactions with the Company's shareholders:

 

23.2.1 Medical, dental and other benefits

 

Fundação Zerrenner is one of Ambev’s shareholders, and at June 30, 2024, held 10.2% of its total share capital. Fundação Zerrenner is also an independent legal entity whose main goal is to provide Ambev’s employees, both active and retired, with health care and dental assistance, technical and higher education courses, facilities for assisting elderly people, either directly or through financial assistance agreements with other entities. As at June 30, 2024, and December 31, 2023, actuarial obligations related to the benefits provided directly by Fundação Zerrenner were fully funded by plan assets, held for that purpose, which significantly exceeded the liabilities at these dates.

 

AMBEV S.A.

 

Ambev recognizes the assets (prepaid expenses) of this plan to the extent of the economic benefits available to the Company, arising from reimbursements or from reductions in future contributions.

 

On June 30, 2024, expenses incurred and recorded by Fundação Zerrenner with third parties for providing these benefits totaled R$172,593 (R$150,278 as at June 30, 2023), of which R$156,441 and R$16,152 were related to active employees and retirees, respectively (R$141,379 and R$8,900 as at June 30, 2023, respectively).

 

23.2.2 Licensing agreement with AB Inbev

 

The Company has a licensing agreement with Anheuser-Busch, Inc. S.A./N.V. (“AB Inbev”) to produce, bottle, sell and distribute Budweiser® products in Brazil, Canada and Argentina, and sales and distribution agreements for Budweiser® products in Guatemala, the Dominican Republic, Paraguay, Bolívia, Nicaragua, Uruguay, Chile, Panama, Costa Rica, Puerto Rico and in certain other CAC countries. In addition, the Company produces and distributes Stella Artois® products under a license to ABI in Brazil and in other Latin America countries and Canada and, through a license granted to ABI, can distribute Brahma® products in the United States and several other countries such as the United Kingdom, Spain, Sweden, Finland and Greece.

 

The Company and its subsidiaries have licensing agreements with the Group Modelo, subsidiaries of AB Inbev to import, produce, promote and sell Corona® products in Brazil, Canada, Argentina e Chile, as well agreements to import, promote and sell Corona® products in Latin America – South. The Company has agreements with Spaten-Franziskaner-Bräu GmbH, a subsidiary of ABI, to produce, promote, advertise and sell Spaten® in Brazil and Canada, and agreements to import and distribute Spaten® products in Uruguay.

 

The Company and its subsidiaries also have agreements to import, promote and resell Michelob Ultra®, Michelob® and Goose Island® products in Brazil, Argentina, Chile, Uruguay, Paraguay, Guatemala, Dominican Republic, Panama, Puerto Rico, Costa Rica, Nicaragua, and in other CAC countries and Canada.

 

The Company has a licensing agreement with ABI Inbev that allows the Company and its subsidiaries to produce, promote and market Cutwater® in Canada, and allows ABI to produce, promote, advertise and sell Nutrl® in the United States.

 

In this context, in the six-month period ended June 30, 2024, the Company recorded R$20,344 (R$17,694 as at June 30, 2023) and R$458,348 (R$417,772 as at June 30, 2023) as income and cost of sales relating to licensing, respectively in their consolidated results.

 

23.3 Transactions with related parties

 

The Group’s consolidated results includes R$415,928 from sales of products, provision of services and other income in the six-month period ended June 30, 2024 (R$236,104 in June 30, 2023). Regarding product purchases and other expenses, the Group recorded, in the same six-month period ended June 30, 2024 the amount to R$1,340,312 (R$1,376,337 in June 30, 2023). Finally, the amount to R$990 also recorded by the Group as Net finance result in Transactions with related parties in the six-month period ended June 30, 2024 (R$19,439 in June 30, 2023). The Group's main transactions were recorded with the following companies AB Inbev, AB Package, AB USA, Bavaria, Cervecería Modelo, among others.

 

AMBEV S.A.

 


List of companies included in the tables above:

 

Anheuser-Busch InBev N.V. (“AB InBev”)
Anheuser-Busch Inbev USA LLC (“AB USA”)
Anheuser-Busch Packaging Group Inc. (“AB Package”)
Bavaria S.A. (“Bavaria”)
Cervecería Modelo de Mexico S. de R.L. de C.V. (“Cervecería Modelo”)
 
 
24.EVENTS AFTER THE REPORTING PERIOD

 

Social Contributions over bonus products

 

As disclosed in explanatory note 27.2 - Contingencies of the consolidated annual financial statements, as of December 31, 2023, the Company was awaiting notification of favorable decisions issued by CARF, which granted the Voluntary Appeals filed by Ambev in two cases related to Social Contributions over bonus products. In July 2024, the Company was notified of these decisions, which, since they were not contested by the Internal Revenue Service (IRS), represent definitive successes amounting to approximately R$1.2 billion as of June 30, 2024, previously classified as possible losses.

 

Disallowance of tax paid abroad

 

In July 2024, the Tax Administrative Court (CARF) rendered a favorable decision to Ambev in a case related to calendar year 2012, due to the disallowance of the use of income tax credits paid abroad by its subsidiaries. The amount classified as a possible contingency in case was R$1.4 billion as of June 30, 2024. The Company is awaiting the formalization and notification of the decision to, together with its external advisors, assess any impacts on the risk classification of the contingency and other necessary actions.

 
 

SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 8, 2024

     
  AMBEV S.A.
     
  By:  /s/ Lucas Machado Lira
 

Lucas Machado Lira

Chief Financial and Investor Relations Officer