24.1 Treasury shares
As of March 31, 2024 and December 31, 2023, item “Treasury shares” has the following composition:
|
Number of shares
|
R$ (in thousands)
|
Average price per share - R$
|
Balance as of December 31, 2022
|
9,913,855
|
262,360
|
26.46
|
Used
|
-
|
-
|
-
|
Balance as of March 31, 2023
|
9,913,855
|
262,360
|
26.46
|
|
|
|
|
Balance as of December 31, 2023
|
6,204,048
|
164,236
|
26.47
|
Used (a)
|
(3,040,833)
|
(80,460)
|
26.46
|
Balance as of March 31, 2024
|
3,163,215
|
83,776
|
26.48
|
a) Changes are related to the transference of shares related to the Long-Term Incentive plan that had a vesting period ended March 31, 2024.
There were no changes in minimum and maximum cost of the balance of treasury shares on March 31, 2024, considering that there was no new share acquisition on the quarter.
24.2 Additional dividend distribution
On March 11, 2024, the Company’s Board of Directors approved a proposed dividend in addition to the minimum dividend in addition, related to the year ended December 31, 2023, in the total amount of R$ 685,190, equivalent to the remuneration of R$ 0.4940 per share, excluding treasury shares. Such dividends were paid on April 19, 2024.
24.3 Interests on own equity from fiscal year 2024
On March 28, 2024, the Company’s Board of Directors approved the distribution of interest on equity in the amount of R$44,853, corresponding to an estimated gross value of R$0.0324 per share (excluding treasury shares), with retention of 15% (fifteen percent) withholding tax, resulting in interest on equity in the net amount of R$38,125, corresponding to an estimated net value of R$0.0275 per share (excluding treasury shares), except for this retention, shareholders are legal entities proven to be immune or exempt. Payment of interest on equity will be made during the 2024 fiscal year, on a date to be duly determined by the Company’s management.
|
NATURA &CO HOLDING S.A.
|
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2024
|
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
As a result of the sale of The Body Shop, the balance of the investee is not included on the Consolidated Balance, and the results arising from this segment were classified as discontinued operations in the income statement for the three-months period ended March 31, 2024 and 2023.
The other operating segments did not change their composition and information by geographic area in relation to those disclosed in the financial statements for the year ended December 31, 2023.
Net revenue by segment is as follows for the three-month period ended March 31, 2024:
Ø Natura &Co Latam – 77.1%
Ø Avon International – 22.9%
The following tables summarize the financial information related to the three-month periods ended March 31, 2024 and 2023 and the year ended December 31, 2023.
25.1 Operating segments
|
March 31, 2024
|
|
Reconciliation to net income (loss) for the period
|
|
Net
revenue
|
Performance assessed by the company
|
Depreciation and
amortization
|
Discontinued operations
|
Financial results
|
Income
tax
|
Net income
(loss)
|
Natura &Co Latam
|
4,704,554
|
730,650
|
(226,452)
|
(4,406)
|
(280,392)
|
(170,752)
|
48,648
|
Avon International 1
|
1,396,667
|
(111,220)
|
(165,614)
|
(184,392)
|
(267,624)
|
(13,523)
|
(742,373)
|
Corporate expenses
|
4,032
|
(72,006)
|
(123)
|
(303,275)
|
186,801
|
(52,798)
|
(241,401)
|
Consolidated
|
6,105,253
|
547,424
|
(392,189)
|
(492,073)
|
(361,215)
|
(237,073)
|
(935,126)
|
|
March 31, 2023
|
|
Reconciliation to net income (loss) for the period
|
|
Net
revenue
|
Performance assessed by the company
|
Depreciation and
amortization
|
Discontinued operations
|
Financial results
|
Income
tax
|
Net income
(loss)
|
Natura &Co Latam
|
4,863,654
|
637,551
|
(226,864)
|
-
|
(374,447)
|
(73,954)
|
(37,714)
|
Avon International 1
|
1,606,607
|
40,457
|
(189,119)
|
(142,006)
|
(171,123)
|
(26,927)
|
(488,718)
|
The Body Shop 1
|
-
|
-
|
-
|
(135,471)
|
-
|
-
|
(135,471)
|
Aesop1
|
-
|
-
|
-
|
21,520
|
-
|
-
|
21,520
|
Corporate expenses
|
1,270
|
(75,850)
|
-
|
-
|
85,420
|
(21,341)
|
11,771)
|
Consolidated
|
6,471,531
|
602,158
|
(415,983)
|
(255,957)
|
(460,150)
|
(122,222)
|
(652,154)
|
|
NATURA &CO HOLDING S.A.
|
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2024
|
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
|
March 31, 2024
|
December 31, 2023
|
|
Non-current assets
|
Total assets
|
Current liabilities
|
Non-current liabilities
|
Non-current assets
|
Total assets
|
Current liabilities
|
Non-current liabilities
|
Natura &Co Latam
|
17,768,163
|
27,829,151
|
6,467,031
|
4,564,193
|
18,240,916
|
23,253,227
|
6,914,476
|
4,324,263
|
Avon International 1
|
7,941,645
|
10,261,562
|
3,066,262
|
957,816
|
8,008,108
|
10,608,234
|
2,792,255
|
977,003
|
Corporate balances
|
754,029
|
3,555,681
|
762,770
|
3,740,927
|
510,769
|
8,885,554
|
706,768
|
3,911,785
|
Consolidated
|
26,463,837
|
41,646,394
|
10,296,063
|
9,262,936
|
26,759,793
|
42,747,015
|
10,413,499
|
9,213,051
|
1 The operations of these segments located in Latin American countries (Latam) are presented in the Natura &Co Latam segment.
25.2 Net revenue and non-current assets by geographic region
|
Net revenue
|
Non-current assets
|
March 31, 2024
|
March 31, 2023
|
March 31, 2024
|
December 31, 2023
|
Asia
|
294,274
|
351,740
|
592,917
|
572,168
|
North America
|
1,112,800
|
996,091
|
4,148,489
|
3,956,986
|
Mexico
|
757,896
|
814,049
|
4,077,372
|
3,883,804
|
Other
|
354,905
|
182,041
|
71,117
|
73,182
|
South America
|
3,589,372
|
3,790,652
|
13,590,979
|
14,015,695
|
Brazil
|
2,674,061
|
2,572,760
|
10,384,962
|
10,933,917
|
Argentina
|
526,892
|
566,072
|
365,049
|
261,155
|
Other
|
388,418
|
651,821
|
2,840,968
|
2,820,623
|
Europe, Middle East and Africa (EMEA)
|
1,108,807
|
1,333,049
|
8,131,452
|
8,214,944
|
United Kingdom
|
119,681
|
129,689
|
5,043,313
|
5,132,107
|
Other
|
989,126
|
1,203,360
|
3,088,139
|
3,082,837
|
Consolidated
|
6,105,253
|
6,471,531
|
26,463,837
|
26,759,793
|
No individual or aggregate customer (economic group) represents more than 10% of the Company's net revenue.
|
NATURA &CO HOLDING S.A.
|
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2024
|
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
|
Consolidated
|
Gross revenue:
|
March 31, 2024
|
March 31, 2023
|
Direct selling
|
7,197,754
|
7,441,362
|
Retail
|
256,080
|
192,340
|
Online
|
295,598
|
296,985
|
Other sales
|
289,527
|
436,915
|
Subtotal
|
8,038,959
|
8,367,588
|
|
|
|
Returns and cancellations
|
(125,534)
|
(113,562)
|
Commercial discounts and rebates
|
(2,140)
|
(3,173)
|
Taxes on sales
|
(1,806,032)
|
(1,779,322)
|
Subtotal
|
(1,933,706)
|
(1,896,057)
|
Total net revenue
|
6,105,253
|
6,471,531
|
|
Parent
|
Consolidated
|
Classified by function
|
March 31, 2024
|
March 31, 2023
|
March 31, 2024
|
March 31, 2023
|
Cost of sales
|
-
|
-
|
2,127,080
|
2,313,187
|
Selling, marketing and logistics expenses
|
-
|
-
|
2,497,075
|
2,543,791
|
Administrative, R&D, IT, and project expenses
|
39,050
|
(2,181)
|
1,043,043
|
1,162,197
|
Total
|
39,050
|
(2,181)
|
5,667,198
|
6,019,175
|
Classified by nature
|
|
|
|
|
Cost of sales
|
-
|
-
|
2,127,080
|
2,313,187
|
Raw material/packaging material/resale
|
-
|
-
|
1,871,265
|
2,018,120
|
Employee benefits expense (note no. 28)
|
-
|
-
|
122,726
|
139,977
|
Depreciation and amortization
|
-
|
-
|
41,550
|
43,196
|
Other
|
-
|
-
|
91,539
|
111,894
|
Selling, marketing and logistics expenses
|
-
|
-
|
2,497,075
|
2,543,791
|
Logistics costs
|
-
|
-
|
478,382
|
520,970
|
Personnel expenses (note no. 28)
|
-
|
-
|
581,391
|
647,635
|
Marketing, sales force and other selling expenses
|
-
|
-
|
1,299,199
|
1,259,125
|
Depreciation and amortization
|
-
|
-
|
138,103
|
116,061
|
Administrative, R&D, IT and project expenses
|
39,050
|
(2,181)
|
1,043,043
|
1,162,197
|
Innovation expenses
|
-
|
-
|
47,143
|
42,747
|
Personnel expenses (note no. 28)
|
7,373
|
(9,112)
|
431,501
|
462,814
|
Other administrative expenses
|
31,574
|
6,204
|
351,862
|
388,835
|
Depreciation and amortization
|
103
|
727
|
212,537
|
267,802
|
Total
|
39,050
|
(2,181)
|
5,667,198
|
6,019,175
|
|
NATURA &CO HOLDING S.A.
|
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2024
|
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
|
Parent
|
Consolidated
|
|
March 31, 2024
|
March 31, 2023
|
March 31, 2024
|
March 31, 2023
|
Payroll, profit sharing and bonuses
|
14,664
|
(14,164)
|
823,626
|
869,397
|
Supplementary pension plan
|
-
|
-
|
29,165
|
19,671
|
Share-based payments and charges on restricted shares, net of tax
|
(9,388)
|
2,996
|
(10,680)
|
50,463
|
Health care, food and other benefits
|
244
|
554
|
124,403
|
133,163
|
Charges, taxes and social contributions
|
177
|
151
|
100,816
|
125,302
|
Social security charges
|
1,676
|
1,351
|
68,288
|
52,430
|
Total
|
7,373
|
(9,112)
|
1,135,618
|
1,250,426
|
28.1 Share-based payments
Detailed information regarding share-based payment plans was presented in the Company’s financial statements for the year ended December 31, 2023, in explanatory note no. 28.
The expense (income) relating to stock option plans, restricted shares and performance shares, including social security charges, recognized in the three-month period ended March 31, 2024, was income of R$(9,388) and R$ (10,680) for parent company and consolidated (expense of R$2,996 and R$50,463 on March 31, 2023), respectively.
NYSE delisting
On January 18, 2024, the Company announced the approval of the secondary delisting on the NYSE while maintaining the primary listing on the B3 stock exchange in São Paulo.
As a result, the ADRs were also delisted and converted into B3 phantom shares. In practice, this means that the ADR holder will receive payment in cash during the vesting period, which is determined by the price on B3 on that date. Each ADR is equivalent to 2 B3 shares. All shares for which the vesting period had not been completed were adjusted in numbers to reflect this ratio, so that the value did not change.
According to IFRS 2 (CPC 10 R1 – Share-Based Payment), B3's phantom shares are considered share-based payments settled in cash. The change from payment settled in shares (prior classification of ADRs before delisting) to settled in cash results in the recognition of a liability that reflects the Company's obligation to make the payment upon vesting.
The initial measurement of the liability is based on the fair value of the underlying B3 shares and takes into account the extent of service provision to date.
Fair value is generally determined using the Black-Scholes or Stochastic model, depending on the type of premium. The stochastic model is used to value premiums under market conditions in order to incorporate a fair value discount factor for the probability of achieving the relevant targets. To value awards that are not subject to a market-based performance condition and have a fixed term, the Black-Scholes valuation model is used.
There was no impact on income as a result of the initial recognition of the liability and the value of the liability was reclassified from equity. At each closing and, finally, on the settlement date, the fair value of the liability is remeasured. Liability remeasurements are recognized in profit or loss.
|
NATURA &CO HOLDING S.A.
|
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2024
|
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
New plans 2024
During the current quarter, the main plans assigned were as follows:
a) 6,749,122 restricted share units (RSUs), 2,993,465 of which are B3 phantom shares, which will be exercisable at the end of the three-year period, as long as the participant remains employed during the grace period;
b) 1,521,212 restricted shares, 336,503 of which are B3 phantom shares, which are generally exercisable in installments of one to three years, as long as the participant remains employed during the grace period. These actions are known as “Matching Awards,” whereby eligible employees choose to invest part of their Profit-Sharing Program pay toward the purchase of shares in the Company. The Company will then grant Matching Awards to match these acquired shares;
c) 376,106 RSUs, 326,568 of which are B3 phantom shares, which will be exercisable immediately and will be released to participants in March 2025.
|
Parent
|
Consolidated
|
|
March 31, 2024
|
March 31, 2023
|
March 31, 2024
|
March 31, 2023
|
Financial expenses (debt interest)
|
-
|
-
|
(110,942)
|
(241,585)
|
Financial investments and others income
|
4,581
|
408
|
156,111
|
190,373
|
Exchange variations on financial activities, net
|
-
|
-
|
28,392
|
116,666
|
Losses with derivatives on exchange rate variations on financial activities, net
|
-
|
-
|
(8,779)
|
(127,412)
|
Losses on derivatives on interest payments and other financial activities, net
|
-
|
-
|
(730)
|
(218,417)
|
Adjustment of provision for tax, civil and labor risks and tax liabilities
|
-
|
980
|
(15,243)
|
(15,854)
|
Lease expenses
|
(26)
|
(23)
|
(43,346)
|
(32,797)
|
Other financial income (expenses)
|
1,201
|
(585)
|
(70,926)
|
(77,335)
|
Hyperinflationary economy adjustment
|
-
|
-
|
(97,804)
|
(41,223)
|
Other gains (losses) from exchange rate variation on operating activities (a)
|
(719)
|
1,475
|
(197,948)
|
(12,566)
|
Financial results
|
5,037
|
2,255
|
(361,215)
|
(460,150)
|
a) Refers substantially to FX exchange losses on investments in US dollars by the subsidiary Natura Argentina.
|
NATURA &CO HOLDING S.A.
|
NOTES TO THE INDIVIDUAL AND CONSOLIDATED INTERIM ACCOUNTING INFORMATION FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2024
|
(Amounts in thousands of Reais - R$, except as mentioned otherwise) |
|
Consolidated
|
|
March 31, 2024
|
March 31, 2023
|
Other operating income, net
|
|
|
Crer para Ver (a)
|
-
|
6,727
|
Tax credits (b)
|
113,111
|
4,877
|
Reversal of provision for tax contingencies
|
3,124
|
23,987
|
Reversal of provision for impairment
|
-
|
31,076
|
Other operating income
|
12,176
|
-
|
Total other operating income
|
128,411
|
66,667
|
|
|
|
Other operating expenses, net
|
|
|
Result in the write-off of fixed assets
|
(919)
|
(1,951)
|
Crer para Ver (a)
|
(13,555)
|
-
|
Provision for impairment
|
(46,664)
|
-
|
Transformation and integration plan (c)
|
(88,830)
|
(83,045)
|
Increase on provision for tax contingencies
|
(9,739)
|
-
|
Other operating expenses
|
(15,640)
|
(32,379)
|
Total other operating expenses
|
(175,347)
|
(117,376)
|
Other operating income (expenses), net
|
(46,936)
|
(50,709)
|
a)Allocation of the operating profit obtained from sales of the line of non-cosmetic products called “Crer Para Ver” to the Natura Institute, specifically intended for social projects aimed at developing the quality of education.
b) Refers mainly to PIS and COFINS credits.
c)Expenses related to the execution of the Natura &Co Latam integration plan (“ELO project”) and integration of the subsidiary Avon Internacional.