Business Context and Reporting Period
This Form 6-K filing by Ambev S.A. is a "Notice to the Market" dated February 1, 2023. The report addresses inquiries from B3 S.A. (Brazilian Stock Exchange) and the CVM (Brazilian Securities Commission) regarding recent stock price oscillations and a media report alleging significant tax irregularities.
Key Financial Metrics
The filing does not provide specific financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the period ending March 31, 2023, or any other period. The document focuses exclusively on regulatory responses and stock trading data.
| Date | Opening Price (R$) | Closing Price (R$) | Volume (R$) | Oscillation % |
|---|---|---|---|---|
| Jan 19, 2023 | 13.67 | 13.64 | 707,954,153 | -1.01% |
| Jan 20, 2023 | 13.55 | 13.53 | 454,545,035 | -0.80% |
| Jan 23, 2023 | 13.56 | 13.42 | 402,821,879 | -0.81% |
| Jan 30, 2023 | 13.69 | 13.53 | 444,908,811 | -0.87% |
| Jan 31, 2023 | 13.62 | 13.66 | 485,072,942 | 0.96% |
Material Changes and Contingencies
The filing addresses two primary issues:
- Stock Price Volatility: B3 requested an explanation for recent fluctuations in share price and trading volume. Ambev stated it is not aware of any material fact not already public that would justify these oscillations.
- Tax Allegations: The CVM inquired about a February 1, 2023, article in Veja magazine. The article, citing the Brazilian Association of the Beer Industry (CervBrasil), alleged a "billionaire hole" of approximately 30 billion reais in tax maneuvers involving the inflation of component prices in the Manaus Free Trade Zone to generate excessive tax credits.
Management Commentary and Risks
Ambev's management, represented by Chief Financial and Investor Relations Officer Lucas Machado Lira, issued the following responses:
- Denial of Allegations: The company asserts that the accusations in the media report have "no grounds." It states that tax credits are calculated strictly based on applicable legislation and that financial statements comply with all regulatory and accounting rules.
- Transparency: Ambev notes that its financial statements include transparency regarding tax litigation and that the company is among the five largest taxpayers in Brazil.
- Reference to Disclosures: The company directs investors to Item 4.6 of its 2021 Reference Form, its 2021 Form 20-F, 2021 Annual Financial Statements, and Q3 2022 Quarterly Financial Statements for details on existing tax disputes.
- Material Fact Status: The company maintains that the matter described in the article does not constitute a new Material Fact requiring immediate disclosure under CVM Resolution No. 44/21, as the information regarding disputes is already public.
Investor Verification Checklist
- Verify the specific details of tax litigation in Item 4.6 of Ambev's 2021 Reference Form.
- Review the 2021 Form 20-F and Q3 2022 Quarterly Financial Statements (ITR) for disclosed provisions related to tax disputes.
- Monitor subsequent regulatory actions or updates from the CVM or Federal Revenue Service regarding the allegations made by CervBrasil.
- Assess the impact of the "Manaus Free Trade Zone" tax credit methodology on future earnings if regulatory scrutiny intensifies.