Before Shortage of BRL 20 billion, Announced in January 2023, Americanas paid the largest amount in corporate dividends in the 3rd quarter of 2022 compared to the prior 10 years. The shareholders received R $ 333 million.
The information comes from a survey by Einar Riverofrom TradeMappublished this Tuesday (17.Jan.2023).
Dividends are the share of the company’s profit distributed to shareholders as remuneration for their stake in the company.
The survey also brought data from retailers that compete with Americans. In Q3 2022, the Louise magazine distributed R $ 99 million. Via, on the other hand, has not made any payments.
UNDERSTAND THE CASE
Americanas released a statement to the market on Wednesday (January 11) reporting inconsistencies in its accounting records of approximately R$20 billion. Executive Sergio Rial has resigned as chief executive officer of the company, as has André Covre, director of investor relations. Here is the complete document (409 KB).
The TJ-RJ (Court of Justice of Rio de Janeiro) granted Americanas an interim measure on Friday (January 13), at the request of the company, after the company declared a debt of R$40 billion. The decision sets a 30-day deadline for submitting a judicial recovery request. It also suspended financial obligations and debt payments for the same period. Here is the complete document (51 KB).
According to Americanas’ latest financial report, for the third quarter of 2022, the company had 3,601 stores in more than 900 cities. There were 40,000 employees and 53 million active customers. The decision of the 4th Commercial Court of Rio de Janeiro stated that the company is responsible for the creation of 100,000 direct and indirect jobs and the annual collection of R $ 2 billion in taxes. Here is the complete text (50 KB).
Among the determinations listed in the sentence of Judge Paulo Assed, of the 4th Corporate Court of the District of the Capital, there are also:
- “Suspension of the enforceability of all obligations relating to financial instruments” of the company signed with institutes previously listed by Americanas;
- “Suspension of all detention, attachment, seizure, search and seizure and seizure of assets”, and effects of the default;
- the suspension of the clauses requiring the early repayment of the store’s debts; And
- retention of shop contracts, including credit.
The CVM (Comissão de Valores Mobiliários) establishes that there is an independent auditor for the financial statements. Since October 2019, PwC Brasil has assumed this role, replacing KPMG. The company approved Americanas’ 2021 financial statements without reservations. Power360 he contacted PwC, who said they were not talking about customer cases. The space remains open.
BTG REVERSE ATTEMPTS
For the second time in a row, the TJ-RJ denied BTG Pactual’s urgent request to lift the 30-day freeze on Americanas financial executions. Here is the full text of the decision (176 KB).
The case is being heard in the 4th Corporate Court of the Judicial District of Rio de Janeiro. BTG blocked BRL 1.2 billion in the retailer’s investment in the bank, as a way to guarantee payment of debts.
According to the bank, the company’s financial crisis was caused by a “confessed fraud” by the former CEO of the company Sergio Rial. He left the company after 9 days in charge after finding R $ 20 billion in accounting mismatches.
After the judge’s decision to postpone payment of debts by 30 days, BTG twice appealed the decision that benefits Americanas. The requests have been rejected.
BTG’s defense alleged that the company’s financial crisis was caused by a “confessed fraud” announced by Sergio Rial. He contested the request for a judicial recovery plan, which should be presented within 30 days: “Accounting fraud is not a legitimate social function worthy of protection by the law, but an act that must be severely punished, with its potential criminal consequences”, said BTG.
INVESTIGATION
The MPF-SP (Federal Prosecutor’s Office of São Paulo) opened a procedure on Friday (January 13) to investigate the indications of “exchange of privileged information”, or the use of inside information to obtain profits and advantages in the financial market.
Information about the opening of the investigation was initially published in the newspaper Economic value and confirmed by Power360. The State Attorney’s Office will investigate the facts and, in the event of signs of irregularity, will open a police investigation.
“Now, a São Paulo lawyer will carry out a preliminary analysis of the information reported and define the next steps, which may mean launching an investigation, closing the case or other appropriate measures. There is no deadline for this review”, said the MPF-SP.
Americanas directors reportedly sold more than R$210 million in company shares in the second half of 2022, shortly after the announcement that Sergio Rial would lead the company in January 2023.
MPF-SP wants to know whether Americanas’ majority shareholders were aware of the company’s financial condition at the time of the sale.
The CVM (Comissão de Valores Mobiliários) announced on Thursday (January 12) that it had opened 3 administrative processes to investigate Americanas. Here is the complete press release (114 KB). He said he will take appropriate measures for the “adequate and careful clarification of all acts, facts and events in connection with the case”.
The lawsuits concern both the financial situation of the company and the circumstances surrounding the announcement of the BRL 20 billion deficit. Here are the processes:
- CVM Administrative Process n. 19957.000413/2023-18;
- Administrative Process MCV n. 19957.000415/2023-15;
- Administrative procedure CVM n. 19957.000425/2023-42.
According to the commission, in the event of illegality or infringements, each of the subjects involved can be duly held responsible for the “strictness of the law and to the extent applicable”.. The CVM can also sue the Federal Police and the Federal Public Prosecutor’s Office.
The objective of CVM is to ensure the efficient functioning of the capital market and the preservation of a favourable, safe and constitutionally compliant environment for all market operators, guaranteeing the protection of investors.
ACCOUNTING INCONSISTENCES
On video, Sergio Rial said he took office on January 2 and said he was unable to answer all the questions about the inconsistencies. However, he has said that he will help the company even if he is away. He also said it’s not just a theme for 2022, but for “many years” past.
“I am not able at this moment to tell you when it started [essas inconsistências]”, She said.
The former president of Americanas said there are problems with aftermath, also known as advances to suppliers or confirmations. “It is nothing but the presence of the bank in the financing structure in the company’s accounts payable. […] I realize that much of this Americanas accounts payable was essentially bank debt, so it will need to be restated as such. Obviously to be approved by the external audit”he has declared.
Sergio Rial resigned as president of Americanas after discovering accounting inconsistencies in the financial statements
He said that the R$20 billion are several accounting estimates from the last few years that are in the balance sheet.
“We are not talking about an off-balance sheet number. […] It’s just not registered, appropriate in recent years.he has declared.
Rial said the company has gross debt of between R$30 billion and R$35 billion, liquidity between R$8 billion and R$9 billion, and shareholders’ equity of around R$16 billion. “The company continues to sell and is absolutely profitable. It has a mismatched debt level, so it can proceed. The capitalization conversation will have to take place […] The scale of what needs to be done isn’t necessarily what I wanted to begin with”, he said, about the resignation.
The manager said that a big risk is the interruption of the credit line to suppliers carried out by the banks.
INDEPENDENT COMMITTEE
Americanas announced on Thursday (January 12) the creation of an independent committee to determine the reasons for the R$20 billion deficit in the company’s balance sheet. The group will be led by lawyer Otávio Yazbek. Vanessa Claro Lopes and Pedro Melo will also join.
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