Lojas Americanas S.A. Quarterly Information (ITR) at March 31, 2021 and Report on Review of Quarterly Information
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Lojas Americanas S.A. Quarterly Information (ITR) at March 31, 2021 and report on review of quarterly information Lojas Americanas S.A. Quarterly information (ITR) March 31, 2021 and independent auditors’ report on anual information (A free translation of the original in Portuguese) Report on review of quarterly information To the Board of Directors and Shareholders Lojas Americanas S.A. Introduction We have reviewed the accompanying parent company and consolidated interim accounting information of Lojas Americanas S.A. (“Company”), included in the Quarterly Information Form (ITR) for the quarter ended March 31, 2021, comprising the balance sheet as at that date and the statements of income, comprehensive income, changes in equity and cash flows for the quarter then ended, and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of the parent company and consolidated interim accounting information in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC) and International Accounting Standard (IAS) 34, Interim Financial Reporting issued by the International Accounting Standards Board (IASB), as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review. Scope of review We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and 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 did 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 on the interim information Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company and consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM. Emphasis of matter 2 Lojas Americanas S.A. Quarterly information (ITR) March 31, 2021 and independent auditors’ report on anual information (A free translation of the original in Portuguese) Business combination We draw attention to the material fact included in Note 31 (a), which describes that, on April 28, 2021, a “Protocol and Justification of Partial Spin-Off of Lojas Americanas S.A., with transfer of the spun-off assets to B2W Companhia Digital” was entered into, setting forth the general terms and conditions of the business combination between the two companies. The changes in assets and liabilities that comprise the spun-off net assets of Lojas Americanas S.A., calculated as from December 31, 2020, will also be recorded by B2W Companhia Digital, which will have its name changed to Americanas S.A. This transaction will be subject to approval of the shareholders of the two companies at Extraordinary General Meetings to be held on June 10, 2021. Our opinion is not qualified in respect of this matter. Other matters Statement of value added The quarterly information referred to above includes the parent company and consolidated statements of value added for the quarter ended March 31, 2021. These statements are the responsibility of the Company's management and are presented as supplementary information under IAS 34. These statements have been subjected to review procedures performed together with the review of the quarterly information for the purpose of concluding whether they are reconciled with the interim accounting information and accounting records, as aplicable, and if their form and content are in accordance with the criteria defined in the accounting standard CPC 09 - "Statement of Value Added". Based on our review, nothing has come to our attention that causes us to believe that these statements of value added have not been properly prepared, in all material respects, in accordance with the criteria established in this accounting standard, and consistent with the parent company and consolidated interim accounting information taken as a whole. Rio de Janeiro, May 3, 2021 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Claudia Eliza Medeiros de Miranda Contador CRC RJ087128/0-01 3 Lojas Americanas S.A. Balance Sheet Quarter ended March 31, 2021 and 2020 In thousands of Brazilian reais, except net earnings per share Parent Company Consolidated Parent Company Consolidated 03/31/2021 12/31/2020 03/31/2021 12/31/2020 03/31/2021 12/31/2020 03/31/2021 12/31/2020 ASSETS LIABILITIES CURRENT CURRENT Cash and cash equivalents 6.864.446 7.354.474 11.207.912 14.009.152 Suppliers 3.077.711 3.004.600 7.129.991 7.093.847 Marketable securities and other financial assets 2.251.847 2.393.065 6.027.738 7.622.064 Leasing to pay 501.126 436.763 603.618 527.197 Clients accounts receivable 1.173.197 1.408.023 3.169.801 3.365.280 Loans and financing 1.016.717 907.987 2.112.830 1.832.909 Inventories 2.801.210 2.420.798 4.813.480 4.122.456 Debentures 288.672 507.136 64.262 415.786 Recoverable taxes 654.213 543.993 1.449.858 1.240.146 Payroll and related charges 97.417 103.378 195.515 190.227 Related parts accounts receivable 168.832 189.601 - - Taxes payable 55.431 131.810 157.064 241.510 Dividends receivable - - - - Income tax and currents social contribution - 86.960 1.400 91.322 Prepaid expenses 38.896 18.474 87.879 65.174 Dividends and participations proposed 23.643 370.963 23.643 370.963 Other accounts receivable 463.507 634.020 1.011.683 1.143.586 Provisions for contingencies 34.698 35.208 34.698 35.208 Accounts payable - business combination - - 3.543 5.608 Advances received from customers - - 326.728 498.020 Related parts accounts payable 89.913 112.049 - - Other current liabilities 310.443 428.455 689.788 785.459 Total current assets 14.416.148 14.962.448 27.768.351 31.567.858 5.495.771 6.125.309 11.343.080 12.088.056 NON-CURRENT ASSETS NON-CURRENT Long-term assets: Long term liabilities: Marketable securities and other financial assets 58.455 58.503 40.556 47.162 Leasing to pay 2.240.423 2.266.184 2.437.561 2.461.262 Loans and advances to subsidiaries companies 2.228 2.134 - - Loans and financing 2.773.955 2.955.521 9.902.021 12.833.589 Receivables from stockholders - Stock Option Plan 41.778 41.422 41.778 41.422 Debentures 6.227.160 6.143.677 4.023.435 3.938.002 Deferred income tax and social contribution 47.999 8.864 1.793.877 1.630.765 Provision for judicial proceedings and contingencies 117.904 120.310 291.394 295.341 Escrow deposits 273.194 275.839 432.646 414.613 Provisions for loss on investiments 254.272 275.954 - - Recoverable taxes 929.801 1.054.907 2.255.482 2.348.634 Deferred income and social contribution taxes - - - - Other non-current - - 68.308 68.308 Accounts payable - business combination - - 135.356 134.992 Other non-current liabilities - - 71.008 87.643 11.613.714 11.761.646 16.860.775 19.750.829 SHAREHOLDER'S EQUITY Social capital 12.334.544 12.014.779 12.334.544 12.014.779 Investments 6.673.871 6.716.524 - - Capital reserves (101.252) 30.707 (101.252) 30.707 Property, plant and equipment 3.618.641 3.622.343 4.026.314 4.028.313 Goodwill on Capital transactions (679.830) (737.834) (679.830) (737.834) Intangible assets 876.124 869.922 4.808.682 4.730.291 Profit reserves 1.048.306 1.048.306 1.048.306 1.048.306 Right to use real state 2.565.494 2.585.462 2.828.233 2.832.095 Treasury shares (44.545) (44.545) (44.545) (44.545) Profit/loss for the period (162.975) - (162.975) - 12.394.248 12.311.413 12.394.248 12.311.413 Minority interest - - 3.466.124 3.559.163 Resourses to non controlling shareholders capital increase - - - - Total non-current assets 15.087.585 15.235.920 16.295.876 16.141.603 Total shareholders' equity 12.394.248 12.311.413 15.860.372 15.870.576 TOTAL ASSETS 29.503.733 30.198.368 44.064.227 47.709.461 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 29.503.733 30.198.368 44.064.227 47.709.461 4 Lojas Americanas S.A. Income Statement Quarter ended March 31, 2021 and 2020 In thousands of Brazilian reais, except net earnings per share Parent Company Consolidated 03/31/2021 03/31/2020 03/31/2021 03/31/2020 NET REVENUE 2.404.184 2.400.381 5.232.629 4.057.237 Cost of goods and services rendered (1.519.373) (1.487.984) (3.601.207) (2.689.599) GROSS PROFIT 884.811 912.397 1.631.422 1.367.638 OPERATING REVENUE (EXPENSES) Selling expenses (357.560) (385.540) (1.092.700) (696.110) General and administrative expenses (316.647) (231.339) (531.858) (439.359) Other operating income (expenses) (14.419) (32.142) (33.975) (46.488) (688.626) (649.021) (1.658.533) (1.181.957) OPERATING INCOME BEFORE NET FINACIAL RESULT 196.185 263.376 (27.111) 185.681 Financial income 51.297 49.872 150.392 155.449 Financial expenses (233.564) (264.922) (448.079) (471.075) Net Financial Result (182.267) (215.050) (297.687) (315.626) Equity results of subsidiaries (169.211) (78.736) - - Income (loss) for the period before income and social contribution taxes (155.293) (30.410) (324.798) (129.945) Income and social contribution taxes .