Business Context and Reporting Period
This Form 6-K filing by AMBEV S.A. (Ambev) covers the month of March 2018. The document primarily serves to disclose a Valuation Report (AP-00222/18-02) dated March 22, 2018, prepared by APSIS Consultoria e Avaliações Ltda. The report determines the book value of remaining assets of AROSUCO Aromas e Sucos Ltda. (Arosuco) as of February 28, 2018, for the purpose of a partial spin-off and subsequent merger into Ambev, in compliance with Brazilian corporate law (Law No. 6,404/76).
Key Financial Metrics
The filing provides detailed balance sheet data for Arosuco and CRBS S.A. as of February 28, 2018, but does not contain consolidated revenue, profit, or cash flow statements for Ambev S.A. for the reporting period.
- Valuation of Remaining Assets: The book value of Arosuco's remaining assets to be merged into Ambev is R$ 43,706,764.74.
- Arosuco Total Assets (Post-Merger): R$ 4,885,268,410.23.
- Arosuco Total Liabilities (Post-Merger): R$ 311,222,094.14 (Current: R$ 267,434,751.34; Noncurrent: R$ 80,578.06).
- Arosuco Equity (Post-Merger): R$ 4,185,824,483.73.
- CRBS S.A. Net Sales Revenue (Feb 2018): R$ 2,496,643,729.50.
- CRBS S.A. Net Income/Loss (Feb 2018): R$ -122,635,198.67 (Loss).
- CRBS S.A. Total Assets: R$ 5,356,625,848.45.
Material Changes and Transactions
The primary material event disclosed is the partial spin-off of assets from CRBS S.A. and their merger into Arosuco, followed by the determination of the book value of Arosuco's remaining assets for transfer to Ambev.
- Asset Composition: The spun-off assets include 24 Distribution Centers (CDDs), computer equipment, vehicles, real estate, and specific inventory and tax recoverables.
- Real Estate: A specific land parcel in Diadema, São Paulo (30,617.20 m²) with a book value of R$ 37,864,089.00 is identified as part of the property, plant, and equipment to be spun off.
- Pro Forma Adjustments: The financial statements reflect a pro forma merger of the spun-off portion of CRBS into Arosuco, increasing Arosuco's total assets by approximately R$ 267.5 million and liabilities by a similar amount prior to the final equity adjustment.
Guidance, Risks, and Contingencies
The filing does not provide forward-looking guidance, earnings outlook, or management commentary regarding Ambev's future performance. The document focuses strictly on the technical valuation of the transaction.
- Valuation Limitations: The valuation report explicitly states that APSIS assumes no liability for the veracity of data provided by third parties or management. The scope did not include an audit of financial statements.
- Assumptions: The valuation assumes no judicial or extrajudicial burdens on the companies other than those listed in the report.
- Unusual Items: The filing details significant tax recoverables and payable items (e.g., Indirect Taxes Payable of R$ 391.6 million for Arosuco post-merger) which are standard for Brazilian corporate structures but represent significant balance sheet items.
Investor Verification Checklist
- Verify the final regulatory approval of the partial spin-off and merger transaction between CRBS, Arosuco, and Ambev.
- Confirm the integration of the R$ 43.7 million in remaining assets into Ambev's consolidated financial statements in the next reporting period.
- Review the impact of the CRBS S.A. net loss (R$ 122.6 million for Feb 2018) on the overall group performance, noting that this data is specific to the subsidiary prior to the full merger.
- Assess the liquidity implications of the high level of indirect taxes payable (R$ 391.6 million) listed in the Arosuco balance sheet.
- Check for subsequent filings regarding the final closing of the transaction and any adjustments to the book value determined in this report.