FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-15148
BRF–BRASIL FOODS S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s Name)
760 Av. Escola Politecnica
Jaguare 05350-000 Sao Paulo, Brazil
(Address of principal executive offices) (Zip code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
Index
|
|
|
Identification
|
|
Capital Stock Breakdown
|
1
|
Cash Earnings
|
|
Individual Financial Statements
|
|
Balance Sheet Assets
|
2
|
Balance Sheet Liabilities
|
3
|
Statement of Income
|
5
|
Statement of Comprehensive Income
|
6
|
Statement of Cash Flows
|
7
|
Statement of Changes in Shareholders' Equity
|
|
Statement of Changes in Shareholders' Equity - from 01.01.12 to 09.30.12
|
8
|
Statement of Changes in Shareholders' Equity - from 01.01.11 to 09.30.11
|
9
|
Statement of Added Value
|
10
|
Consolidated Financial Statements
|
|
Balance Sheet Assets
|
11
|
Balance Sheet Liabilities
|
12
|
Statement of Income
|
14
|
Statement of Comprehensive Income
|
15
|
Statement of Cash Flows
|
16
|
Statement of Changes in Shareholders' Equity
|
|
Statement of Changes in Shareholders' Equity - from 01.01.12 to 09.30.12
|
17
|
Statement of Changes in Shareholders' Equity - from 01.01.11 to 09.30.11
|
18
|
Statement of Added Value
|
19
|
Management Report
|
20
|
Explanatory Notes
|
46
|
Other Relevant Information Considered by the Company - Breakdown of the Capital by Owner
|
141
|
Declarations and Opinion
|
|
Independent Auditors' Report on the Quarterly Information
|
142
|
Opinion from Fiscal Council
|
145
|
Opinion from Executive Board on the Quarterly Information
|
146
|
Opinion from Executive Board on the Independent Auditors' Report on the Quarterly Information
|
146
|
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
Identification / Capital Stock Breakdown
|
|
|
|
Number of shares
|
|
Current Quarter
|
(Units)
|
|
09.30.12
|
Paid-in Capital
|
|
|
Common
|
|
872,473,246
|
Preferred
|
|
-
|
Total
|
|
872,473,246
|
Treasury shares
|
|
|
Common
|
|
2,987,509
|
Preferred
|
|
-
|
Total
|
|
2,987,509
|
1
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Individual Financial Statements / Balance Sheet Assets
|
|
(in thousands of Brazilian Reais)
|
|
|
|
Account
|
|
Current Quarter
|
Previous Year
|
Code
|
Account Description
|
09.30.12
|
12.31.11
|
1
|
Total Assets
|
24,342,972
|
22,055,908
|
1.01
|
Current Assets
|
5,517,640
|
4,733,378
|
1.01.01
|
Cash and Cash Equivalents
|
394,259
|
68,755
|
1.01.02
|
Marketable Securities
|
215,282
|
763,535
|
1.01.02.01
|
Financial Investments Evaluated at Fair Value
|
215,282
|
763,535
|
1.01.02.01.01
|
Held for Trading
|
214,138
|
761,850
|
1.01.02.01.02
|
Available for Sale
|
1,144
|
1,685
|
1.01.03
|
Trade Accounts Receivable and Other Receivables
|
1,626,616
|
1,452,610
|
1.01.03.01
|
Trade Accounts Receivable
|
1,595,658
|
1,427,374
|
1.01.03.02
|
Notes Receivable
|
30,958
|
25,236
|
1.01.04
|
Inventories
|
1,408,900
|
1,166,150
|
1.01.05
|
Biological Assets
|
730,544
|
554,483
|
1.01.06
|
Recoverable Taxes
|
811,460
|
572,720
|
1.01.06.01
|
Current Taxes Recoverable
|
811,460
|
572,720
|
1.01.08
|
Other Current Assets
|
330,579
|
155,125
|
1.01.08.01
|
Non-current Assets Held for Sale
|
13,529
|
5,980
|
1.01.08.03
|
Other
|
317,050
|
149,145
|
1.01.08.03.01
|
Interest on Shareholders' Equity Receivable
|
5
|
5
|
1.01.08.03.02
|
Derivatives
|
16,518
|
22,944
|
1.01.08.03.04
|
Accounts Receivable from Disposal of Equity Interest
|
107,384
|
-
|
1.01.08.03.05
|
Other
|
193,143
|
126,196
|
1.02
|
Non-current Assets
|
18,825,332
|
17,322,530
|
1.02.01
|
Non-current Assets
|
2,500,293
|
1,968,312
|
1.02.01.03
|
Trade Accounts Receivable and Other Receivables
|
90,575
|
77,966
|
1.02.01.03.01
|
Trade Accounts Receivable
|
12,029
|
2,419
|
1.02.01.03.02
|
Notes Receivable
|
78,546
|
75,547
|
1.02.01.05
|
Biological Assets
|
176,648
|
179,188
|
1.02.01.06
|
Deferred Taxes
|
1,163,185
|
935,607
|
1.02.01.06.01
|
Income Tax and Social Contribution
|
1,163,185
|
935,607
|
1.02.01.08
|
Receivables from Related Parties
|
12,001
|
5,138
|
1.02.01.08.04
|
Receivables from Related Parties
|
12,001
|
5,138
|
1.02.01.09
|
Other Non-current Assets
|
1,057,884
|
770,413
|
1.02.01.09.03
|
Judicial Deposits
|
176,872
|
110,582
|
1.02.01.09.04
|
Recoverable Taxes
|
354,051
|
449,376
|
1.02.01.09.06
|
Accounts Receivable from Disposal of Equity Interest
|
239,762
|
-
|
1.02.01.09.08
|
Other
|
287,199
|
210,455
|
1.02.02
|
Investments
|
10,875,938
|
10,159,588
|
1.02.02.01
|
Investments
|
10,875,938
|
10,159,588
|
1.02.02.01.01
|
Equity in Affiliates
|
15,064
|
8,987
|
1.02.02.01.02
|
Interest on Wholly-owned Subsidiaries
|
10,418,228
|
9,719,955
|
1.02.02.01.04
|
Other
|
442,646
|
430,646
|
1.02.03
|
Property, Plant and Equipment, Net
|
3,795,970
|
3,562,727
|
1.02.03.01
|
Property, Plant and Equipment in Operation
|
3,346,314
|
3,292,498
|
1.02.03.02
|
Property, Plant and Equipment Leased
|
66,982
|
39,007
|
1.02.03.03
|
Property, Plant and Equipment in Progress
|
382,674
|
231,222
|
1.02.04
|
Intangible
|
1,653,131
|
1,631,903
|
1.02.04.01
|
Intangible
|
1,653,131
|
1,631,903
|
1.02.04.01.02
|
Software
|
105,515
|
105,023
|
1.02.04.01.04
|
Other
|
8,371
|
6,392
|
1.02.04.01.05
|
Goodwill
|
1,520,488
|
1,520,488
|
1.02.04.01.06
|
Software Leased
|
18,757
|
-
|
2
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Individual Financial Statements / Balance Sheet Liabilities
|
|
(in thousands of Brazilian Reais)
|
|
|
|
Account
|
|
Current Quarter
|
Previous Year
|
Code
|
Account Description
|
09.30.12
|
12.31.11
|
2
|
Total Liabilities
|
24,342,972
|
22,055,908
|
2.01
|
Current Liabilities
|
5,552,993
|
5,064,892
|
2.01.01
|
Social and Labor Obligations
|
57,700
|
59,348
|
2.01.01.01
|
Social Obligations
|
12,063
|
8,583
|
2.01.01.02
|
Labor Obligations
|
45,637
|
50,765
|
2.01.02
|
Trade Accounts Payable
|
1,532,714
|
1,270,696
|
2.01.02.01
|
Domestic Suppliers
|
1,468,011
|
1,214,936
|
2.01.02.02
|
Foreign Suppliers
|
64,703
|
55,760
|
2.01.03
|
Tax Obligations
|
62,137
|
91,838
|
2.01.03.01
|
Federal Tax Obligations
|
15,138
|
47,055
|
2.01.03.01.02
|
Other Federal
|
15,138
|
47,055
|
2.01.03.02
|
State Tax Obligations
|
46,005
|
44,261
|
2.01.03.03
|
Municipal Tax Obligations
|
994
|
522
|
2.01.04
|
Short Term Debts
|
1,044,039
|
1,445,779
|
2.01.04.01
|
Short Term Debts
|
1,044,039
|
1,445,779
|
2.01.04.01.01
|
Local Currency
|
681,805
|
956,077
|
2.01.04.01.02
|
Foreign Currency
|
362,234
|
489,702
|
2.01.05
|
Other Obligations
|
2,555,339
|
1,979,796
|
2.01.05.01
|
Liabilities with Related Parties
|
2,187,016
|
1,200,679
|
2.01.05.01.04
|
Other Liabilities with Related Parties
|
2,187,016
|
1,200,679
|
2.01.05.02
|
Other
|
368,323
|
779,117
|
2.01.05.02.01
|
Dividends and Interest on Shareholders' Equity Payable
|
944
|
312,624
|
2.01.05.02.04
|
Derivatives
|
265,737
|
227,891
|
2.01.05.02.05
|
Management and Employees Profit Sharing
|
18,423
|
173,402
|
2.01.05.02.07
|
Other Obligations
|
83,219
|
65,200
|
2.01.06
|
Provisions
|
301,064
|
217,435
|
2.01.06.01
|
Tax, Social Security, Labor and Civil Risks Provisions
|
67,564
|
68,550
|
2.01.06.01.01
|
Tax Provisions
|
9,342
|
13,958
|
2.01.06.01.02
|
Social Security and Labor Provisions
|
50,405
|
46,757
|
2.01.06.01.04
|
Civil Risk Provisions
|
7,817
|
7,835
|
2.01.06.02
|
Other Provisons
|
233,500
|
148,885
|
2.01.06.02.04
|
Vacations & Christmas Bonuses Provisions
|
233,500
|
148,885
|
2.02
|
Non-current Liabilities
|
4,630,667
|
2,920,676
|
2.02.01
|
Long-term Debt
|
3,086,952
|
1,597,342
|
2.02.01.01
|
Long-term Debt
|
3,086,952
|
1,597,342
|
2.02.01.01.01
|
Local Currency
|
741,893
|
818,214
|
2.02.01.01.02
|
Foreign Currency
|
2,345,059
|
779,128
|
2.02.02
|
Other Obligations
|
848,209
|
730,122
|
2.02.02.01
|
Liabilities with Related Parties
|
617,270
|
562,740
|
2.02.02.01.04
|
Other Liabilities with Related Parties
|
617,270
|
562,740
|
2.02.02.02
|
Other
|
230,939
|
167,382
|
2.02.02.02.06
|
Other Obligations
|
230,939
|
167,382
|
2.02.03
|
Deferred Taxes
|
449,339
|
340,606
|
2.02.03.01
|
Income Tax and Social Contribution
|
449,339
|
340,606
|
2.02.04
|
Provisions
|
246,167
|
252,606
|
2.02.04.01
|
Tax, Social Security, Labor and Civil Risks Provisions
|
124,851
|
139,890
|
2.02.04.01.01
|
Tax Provisions
|
102,530
|
114,555
|
2.02.04.01.02
|
Social Security and Labor Provisions
|
1,904
|
6,798
|
2.02.04.01.04
|
Civil Risk Provision
|
20,417
|
18,537
|
2.02.04.02
|
Other Provisons
|
121,316
|
112,716
|
2.02.04.02.04
|
Employee Benefits Provisions
|
121,316
|
112,716
|
2.03
|
Shareholders' Equity
|
14,159,312
|
14,070,340
|
2.03.01
|
Paid-in Capital
|
12,460,471
|
12,460,471
|
2.03.02
|
Capital Reserves
|
28,361
|
10,939
|
2.03.02.01
|
Goodwill on the Shares Issuance
|
62,767
|
62,767
|
2.03.02.04
|
Granted Options
|
39,025
|
22,430
|
2.03.02.05
|
Treasury Shares
|
(64,629)
|
(65,320)
|
3
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Individual Financial Statements / Balance Sheet Liabilities
|
|
(in thousands of Brazilian Reais)
|
|
|
|
2.03.02.07
|
Results on Disposal of Shares
|
3,422
|
3,286
|
2.03.02.08
|
Goodwill on Acquisition of Non-controlling Entities
|
(12,224)
|
(12,224)
|
2.03.04
|
Profit Reserves
|
1,809,635
|
1,760,446
|
2.03.04.01
|
Legal Reserves
|
179,585
|
179,585
|
2.03.04.02
|
Statutory Reserves
|
1,524,319
|
1,524,319
|
2.03.04.07
|
Tax Incentives Reserve
|
105,731
|
56,542
|
2.03.05
|
Accumulated Earnings
|
101,269
|
-
|
2.03.08
|
Other Comprehensive Income
|
(240,424)
|
(161,516)
|
2.03.08.01
|
Derivative Financial Intruments
|
(229,696)
|
(167,293)
|
2.03.08.02
|
Financial Instrument (Available for Sale)
|
16,590
|
5,051
|
2.03.08.03
|
Cumulative Translation Adjustments of Foreign Currency
|
9,219
|
12,584
|
2.03.08.04
|
Actuarial Losses
|
(36,537)
|
(11,858)
|
4
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
|
|
Individual Financial Statements / Statement of Income
|
|
|
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
Current Quarter
|
Current Quarter
|
Previous Quarter
|
Previous Quarter
|
Account
|
|
07.01.12 to
|
01.01.12 to
|
07.01.11 to
|
01.01.11 to
|
Code
|
Account Description
|
09.30.12
|
09.30.12
|
09.30.11
|
09.30.11
|
3.01
|
Net Sales
|
3,537,035
|
10,239,279
|
3,192,543
|
9,219,175
|
3.02
|
Cost of Goods Sold
|
(3,058,688)
|
(8,694,674)
|
(2,541,214)
|
(7,401,192)
|
3.03
|
Gross Profit
|
478,347
|
1,544,605
|
651,329
|
1,817,983
|
3.04
|
Operating (Expenses) Income
|
(361,824)
|
(1,040,487)
|
(95,263)
|
(364,760)
|
3.04.01
|
Selling
|
(436,421)
|
(1,238,666)
|
(423,313)
|
(1,129,550)
|
3.04.02
|
General and Administrative
|
(66,915)
|
(168,777)
|
(63,959)
|
(176,632)
|
3.04.04
|
Other Operating Income
|
(11,902)
|
119,328
|
6,320
|
26,242
|
3.04.05
|
Other Operating Expenses
|
(45,613)
|
(244,385)
|
(161,481)
|
(332,138)
|
3.04.06
|
Equity Pick up
|
199,027
|
492,013
|
547,170
|
1,247,318
|
3.05
|
Profit before Financial and Tax Results
|
116,523
|
504,118
|
556,066
|
1,453,223
|
3.06
|
Financial Results
|
(83,350)
|
(347,391)
|
(291,420)
|
(306,279)
|
3.06.01
|
Financial Income
|
1,999
|
166,765
|
(1,000)
|
148,015
|
3.06.02
|
Financial Expenses
|
(85,349)
|
(514,156)
|
(290,420)
|
(454,294)
|
3.07
|
Income before Taxes
|
33,173
|
156,727
|
264,646
|
1,146,944
|
3.08
|
Income and Social Contribution
|
57,699
|
93,731
|
100,368
|
99,456
|
3.08.01
|
Current
|
(716)
|
(716)
|
-
|
-
|
3.08.02
|
Deferred
|
58,415
|
94,447
|
100,368
|
99,456
|
3.09
|
Net Income from Continued Operations
|
90,872
|
250,458
|
365,014
|
1,246,400
|
3.11
|
Net Income
|
90,872
|
250,458
|
365,014
|
1,246,400
|
3.99
|
Profit per Share - (Brazilian Reais/Share)
|
|
|
|
|
3.99.01
|
Earnings per Share - Basic
|
|
|
|
|
3.99.01.01
|
ON
|
0.10451
|
0.28806
|
0.41913
|
1.43119
|
3.99.02
|
Earning per Share - Diluted
|
|
|
|
|
3.99.02.01
|
ON
|
0.10449
|
0.28799
|
0.41913
|
1.43119
|
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
|
|
Individual Financial Statements / Statement of Comprehensive Income
|
|
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
Current Quarter
|
Current Quarter
|
Previous Quarter
|
Previous Quarter
|
Account
|
|
07.01.12 to
|
01.01.12 to
|
07.01.11 to
|
01.01.11 to
|
Code
|
Account Description
|
09.30.12
|
09.30.12
|
09.30.11
|
09.30.11
|
4.01
|
Net Income
|
90,872
|
250,458
|
365,014
|
1,246,400
|
4.02
|
Other Comprehensive Income
|
41,593
|
(78,908)
|
(362,240)
|
(342,573)
|
4.02.01
|
Loss in Foreign Currency Translation Adjustments
|
(3,788)
|
(3,365)
|
(95)
|
(701)
|
4.02.02
|
Unrealized Gain (Loss) in Available for Sale Marketable Securities,
|
|
|
|
|
|
Net of Income Taxes
|
4,948
|
11,539
|
(6,364)
|
(5,763)
|
4.02.03
|
Unrealized Gains (Loss) in Cash Flow Hedge, Net of Income Taxes
|
48,661
|
(62,403)
|
(347,225)
|
(310,441)
|
4.02.04
|
Actuarial Losses, Net of Income Taxes
|
(8,228)
|
(24,679)
|
(8,556)
|
(25,668)
|
4.03
|
Comprehensive Income
|
132,465
|
171,550
|
2,774
|
903,827
|
6
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Individual Financial Statements / Statement of Cash Flows –
Indirect Method
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
Accumulated
|
Accumulated
|
|
|
Current Quarter
|
Previous Quarter
|
Account
|
|
01.01.12 to
|
01.01.11 to
|
Code
|
Account Description
|
09.30.12
|
09.30.11
|
6.01
|
Net Cash Provided by Operating Activities
|
663.716
|
605.753
|
6.01.01
|
Cash from Operations
|
432.066
|
576.607
|
6.01.01.01
|
Net Income
|
250.458
|
1.246.400
|
6.01.01.03
|
Depreciation and Amortization
|
353.595
|
286.469
|
6.01.01.04
|
Gain on Disposals of Property, Plant and Equipments
|
(38.569)
|
7.218
|
6.01.01.05
|
Deferred Income Tax
|
(94.447)
|
(99.456)
|
6.01.01.06
|
Provision/(Reversal) for Tax, Civil and Labor Risks
|
47.969
|
133.694
|
6.01.01.07
|
Other Provisions
|
(34.930)
|
13.447
|
6.01.01.08
|
Interest and Exchange Rate Variations
|
339.681
|
236.153
|
6.01.01.09
|
Equity Pick up
|
(492.013)
|
(1.247.318)
|
6.01.01.10
|
Gain on Disposals of Property, Plant and Equipments - TCD
|
100.322
|
-
|
6.01.02
|
Changes in Operating Assets and Liabilities
|
231.650
|
29.146
|
6.01.02.01
|
Trade Accounts Receivable
|
(232.669)
|
(174.328)
|
6.01.02.02
|
Inventories
|
(315.889)
|
(289.275)
|
6.01.02.03
|
Trade Accounts Payable
|
276.352
|
(25.440)
|
6.01.02.04
|
Payable of Tax, Civil and Labor Risks Provisions
|
(76.011)
|
(50.082)
|
6.01.02.05
|
Payroll and Related Charges
|
157.641
|
924.897
|
6.01.02.06
|
Investment in Held for Trading Securities
|
(1.250.140)
|
(2.606.709)
|
6.01.02.07
|
Redemption of Held for Trading Securities
|
1.821.047
|
2.442.062
|
6.01.02.10
|
Other Financial Assets and Liabilities
|
(27.486)
|
(75.733)
|
6.01.02.11
|
Interest Paid
|
(130.184)
|
(121.847)
|
6.01.02.13
|
Interest on Shareholders' Equity Received
|
8.989
|
5.601
|
6.02
|
Net Cash Provided by Investing Activities
|
(826.151)
|
(560.106)
|
6.02.02
|
Redemptions of Financial Investments
|
-
|
27
|
6.02.04
|
Additions to Property, Plant and Equipment
|
(655.407)
|
(368.797)
|
6.02.05
|
Proceeds from Disposals of Property, Plant and Equipment
|
8.819
|
1.919
|
6.02.07
|
Additions to Intangible
|
(3.331)
|
(42.380)
|
6.02.08
|
Additions to Biological Assets
|
(165.623)
|
(150.875)
|
6.02.12
|
Business Combination
|
(10.609)
|
-
|
6.03
|
Net Cash Provided by Financing Activities
|
479.875
|
(165.105)
|
6.03.01
|
Proceeds from Debt Issuance
|
2.475.956
|
1.184.570
|
6.03.02
|
Payment of Debt
|
(1.544.291)
|
(776.075)
|
6.03.03
|
Dividends and Interest on Shareholders' Equity Paid
|
(439.790)
|
(501.644)
|
6.03.05
|
Advance for Future Capital Increase
|
(12.000)
|
-
|
6.03.06
|
Treasury Shares Acquisition
|
-
|
(71.956)
|
6.04
|
Exchange Rate Variation on Cash and Cash Equivalents
|
8.064
|
2.305
|
6.05
|
Net (Decrease) Increase in Cash
|
325.504
|
(117.153)
|
6.05.01
|
At the Beginning Balance
|
68.755
|
211.159
|
6.05.02
|
At the Ending Balance
|
394.259
|
94.006
|
7
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
|
|
|
|
Individual Financial Statements / Statement of Changes in Shareholders' Equity for the Period
from 01.01.12 to 09.30.12
(in thousands of Brazilian Reais)
|
|
|
|
|
Capital
|
|
|
|
|
|
|
|
Reserves,
|
|
|
|
|
|
|
|
Granted Options
|
|
|
Other
|
|
Account
|
|
|
and Treasury
|
Profit
|
Retained
|
Comprehensive
|
Shareholders'
|
Code
|
Account Description
|
Capital Stock
|
Shares
|
Reserves
|
earnings (losses)
|
Income
|
Equity
|
5.01
|
Balance at January 1, 2012
|
12,460,471
|
10,939
|
1,760,446
|
-
|
(161,516)
|
14,070,340
|
5.03
|
Opening Balance Adjustment
|
12,460,471
|
10,939
|
1,760,446
|
-
|
(161,516)
|
14,070,340
|
5.04
|
Share-based Payments
|
-
|
17,422
|
-
|
(100,000)
|
-
|
(82,578)
|
5.04.03
|
Options Granted
|
-
|
16,595
|
-
|
-
|
-
|
16,595
|
5.04.05
|
Treasury Shares Sold
|
-
|
691
|
-
|
-
|
-
|
691
|
5.04.07
|
Interest on Shareholders' Equity
|
-
|
-
|
-
|
(100,000)
|
-
|
(100,000)
|
5.04.08
|
Results on Disposal of Shares
|
-
|
136
|
-
|
-
|
-
|
136
|
5.04.10
|
Participation of Non-controlling Shareholders'
|
-
|
-
|
-
|
-
|
-
|
-
|
5.05
|
Total Comprehensive Income
|
-
|
-
|
-
|
250,458
|
(78,908)
|
171,550
|
5.05.01
|
Net Income for the Period
|
-
|
-
|
-
|
250,458
|
-
|
250,458
|
5.05.02
|
Other Comprehensive Income
|
-
|
-
|
-
|
-
|
(78,908)
|
(78,908)
|
5.05.02.01
|
Financial Instruments Adjustments
|
-
|
-
|
-
|
-
|
(86,800)
|
(86,800)
|
5.05.02.02
|
Tax on Financial Instruments Adjustments
|
-
|
-
|
-
|
-
|
24,397
|
24,397
|
5.05.02.06
|
Unrealized Gain (Loss) on Marketable Securities in Available for Sale
|
-
|
-
|
-
|
-
|
11,539
|
11,539
|
5.05.02.07
|
Actuarial Loss
|
-
|
-
|
-
|
-
|
(24,679)
|
(24,679)
|
5.05.02.08
|
Cumulative Translation Adjustments of Foreign Currency
|
-
|
-
|
-
|
-
|
(3,365)
|
(3,365)
|
5.06
|
Statements of Changes in Shareholders' Equity
|
-
|
-
|
49,189
|
(49,189)
|
-
|
-
|
5.06.08
|
Tax Incentives Reserve
|
-
|
-
|
49,189
|
(49,189)
|
-
|
-
|
5.07
|
Balance at September 30, 2012
|
12,460,471
|
28,361
|
1,809,635
|
101,269
|
(240,424)
|
14,159,312
|
8
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
|
|
|
|
Individual Financial Statements / Statement of Changes in Shareholders' Equity for the Period
|
from 01.01.12 to 09.30.12
|
|
|
|
|
|
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
|
|
Reserves,
|
|
|
|
|
|
|
|
Granted Options
|
|
|
Other
|
|
Account
|
|
|
and Treasury
|
Profit
|
Retained
|
Comprehensive
|
Shareholders'
|
Code
|
Account Description
|
Capital Stock
|
Shares
|
Reserves
|
earnings (losses)
|
Income
|
Equity
|
5.01
|
Balance at January 1, 2012
|
12,460,471
|
10,939
|
1,760,446
|
-
|
(161,516)
|
14,070,340
|
5.03
|
Opening Balance Adjustment
|
12,460,471
|
10,939
|
1,760,446
|
-
|
(161,516)
|
14,070,340
|
5.04
|
Share-based Payments
|
-
|
17,422
|
-
|
(100,000)
|
-
|
(82,578)
|
5.04.03
|
Options Granted
|
-
|
16,595
|
-
|
-
|
-
|
16,595
|
5.04.05
|
Treasury Shares Sold
|
-
|
691
|
-
|
-
|
-
|
691
|
5.04.07
|
Interest on Shareholders' Equity
|
-
|
-
|
-
|
(100,000)
|
-
|
(100,000)
|
5.04.08
|
Results on Disposal of Shares
|
-
|
136
|
-
|
-
|
-
|
136
|
5.04.10
|
Participation of Non-controlling Shareholders'
|
-
|
-
|
-
|
-
|
-
|
-
|
5.05
|
Total Comprehensive Income
|
-
|
-
|
-
|
250,458
|
(78,908)
|
171,550
|
5.05.01
|
Net Income for the Period
|
-
|
-
|
-
|
250,458
|
-
|
250,458
|
5.05.02
|
Other Comprehensive Income
|
-
|
-
|
-
|
-
|
(78,908)
|
(78,908)
|
5.05.02.01
|
Financial Instruments Adjustments
|
-
|
-
|
-
|
-
|
(86,800)
|
(86,800)
|
5.05.02.02
|
Tax on Financial Instruments Adjustments
|
-
|
-
|
-
|
-
|
24,397
|
24,397
|
5.05.02.06
|
Unrealized Gain (Loss) on Marketable Securities in Available for Sale
|
-
|
-
|
-
|
-
|
11,539
|
11,539
|
5.05.02.07
|
Actuarial Loss
|
-
|
-
|
-
|
-
|
(24,679)
|
(24,679)
|
5.05.02.08
|
Cumulative Translation Adjustments of Foreign Currency
|
-
|
-
|
-
|
-
|
(3,365)
|
(3,365)
|
5.06
|
Statements of Changes in Shareholders' Equity
|
-
|
-
|
49,189
|
(49,189)
|
-
|
-
|
5.06.08
|
Tax Incentives Reserve
|
-
|
-
|
49,189
|
(49,189)
|
-
|
-
|
5.07
|
Balance at September 30, 2012
|
12,460,471
|
28,361
|
1,809,635
|
101,269
|
(240,424)
|
14,159,312
|
9
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Individual Financial Statements / Statement of Value Added
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
Accumulated
|
Accumulated
|
|
|
Current Quarter
|
Previous Quarter
|
Account
|
|
01.01.12 to
|
01.01.11 to
|
Code
|
Account Description
|
09.30.12
|
09.30.11
|
7.01
|
Revenues
|
11,499,776
|
10,305,493
|
7.01.01
|
Sales of Goods, Products and Services
|
11,164,908
|
10,210,220
|
7.01.02
|
Other Income
|
(229,625)
|
(201,923)
|
7.01.03
|
Revenue Related to Construction of own Assets
|
556,490
|
322,305
|
7.01.04
|
Allowance for Doubtful Accounts Reversal (Provisions)
|
8,003
|
(25,109)
|
7.02
|
Raw Material Acquired from Third Parties
|
(8,563,861)
|
(7,216,221)
|
7.02.01
|
Costs of Products and Goods Sold
|
(7,160,222)
|
(6,047,332)
|
7.02.02
|
Materials, Energy, Third Parties Services and Other
|
(1,409,708)
|
(1,169,721)
|
7.02.03
|
Recovery of Assets Values
|
6,069
|
832
|
7.03
|
Gross Value Added
|
2,935,915
|
3,089,272
|
7.04
|
Retentions
|
(353,595)
|
(286,469)
|
7.04.01
|
Depreciation, Amortization and Exhaustion
|
(353,595)
|
(286,469)
|
7.05
|
Net Value Added
|
2,582,320
|
2,802,803
|
7.06
|
Received from Third Parties
|
747,387
|
1,395,669
|
7.06.01
|
Equity Pick up
|
492,013
|
1,247,318
|
7.06.02
|
Financial Income
|
166,765
|
148,015
|
7.06.03
|
Other
|
88,609
|
336
|
7.07
|
Value Added to be Distributed
|
3,329,707
|
4,198,472
|
7.08
|
Distribution of Value Added
|
3,329,707
|
4,198,472
|
7.08.01
|
Payroll
|
1,351,351
|
1,279,866
|
7.08.01.01
|
Salaries
|
1,033,657
|
1,003,569
|
7.08.01.02
|
Benefits
|
241,232
|
208,199
|
7.08.01.03
|
Government Severance Indemnity Fund for Employees
|
|
|
|
Guarantee Fund for Length of Service - FGTS
|
76,462
|
68,098
|
7.08.02
|
Taxes, Fees and Contribution
|
1,124,356
|
1,146,504
|
7.08.02.01
|
Federal
|
516,558
|
598,194
|
7.08.02.02
|
State
|
595,272
|
538,617
|
7.08.02.03
|
Municipal
|
12,526
|
9,693
|
7.08.03
|
Capital Remuneration from Third Parties
|
603,542
|
525,702
|
7.08.03.01
|
Interests
|
527,842
|
458,084
|
7.08.03.02
|
Rents
|
75,700
|
67,618
|
7.08.04
|
Interest on Own Capital
|
250,458
|
1,246,400
|
7.08.04.01
|
Interest on Shareholders' Equity
|
100,000
|
292,344
|
7.08.04.03
|
Retained Earnings
|
150,458
|
954,056
|
10
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Consolidated Financial Statements / Balance Sheet Assets
|
(in thousands of Brazilian Reais)
|
|
|
|
Account
|
|
Current Quarter
|
Previous Year
|
Code
|
Account Description
|
09.30.12
|
12.31.11
|
1
|
Total Assets
|
31,602,302
|
29,983,456
|
1.01
|
Current Assets
|
11,362,937
|
11,123,751
|
1.01.01
|
Cash and Cash Equivalents
|
1,506,757
|
1,366,843
|
1.01.02
|
Marketable Securities
|
609,290
|
1,372,671
|
1.01.02.01
|
Financial Investments Evaluated at Fair Value
|
541,556
|
1,289,255
|
1.01.02.01.01
|
Held for Trading
|
280,813
|
1,054,105
|
1.01.02.01.02
|
Available for Sale
|
260,743
|
235,150
|
1.01.02.02
|
Marketable Securities Evaluated at Amortized Cost
|
67,734
|
83,416
|
1.01.02.02.01
|
Held to Maturity
|
67,734
|
83,416
|
1.01.03
|
Trade Accounts Receivable and Other Receivables
|
2,723,074
|
3,264,748
|
1.01.03.01
|
Trade Accounts Receivable
|
2,659,251
|
3,207,813
|
1.01.03.02
|
Notes Receivable
|
63,823
|
56,935
|
1.01.04
|
Inventories
|
3,435,568
|
2,679,211
|
1.01.05
|
Biological Assets
|
1,387,351
|
1,156,081
|
1.01.06
|
Recoverable Taxes
|
1,185,142
|
907,929
|
1.01.06.01
|
Current Taxes Recoverable
|
1,185,142
|
907,929
|
1.01.08
|
Other Current Assets
|
515,755
|
376,268
|
1.01.08.01
|
Non-current Assets Held for Sale
|
27,157
|
19,007
|
1.01.08.01.01
|
Non-current Assets for Sale
|
27,157
|
19,007
|
1.01.08.03
|
Other
|
488,598
|
357,261
|
1.01.08.03.02
|
Derivatives
|
16,518
|
23,459
|
1.01.08.03.04
|
Accounts Receivable from Disposal of Equity Interest
|
107,384
|
-
|
1.01.08.03.05
|
Other
|
364,696
|
333,802
|
1.02
|
Non-current Assets
|
20,239,365
|
18,859,705
|
1.02.01
|
Non-current Assets
|
5,332,077
|
4,654,837
|
1.02.01.02
|
Marketable Securities Evaluated at Amortized Cost
|
96,000
|
83,368
|
1.02.01.02.01
|
Held to Maturity
|
96,000
|
83,368
|
1.02.01.03
|
Trade Accounts Receivable and Other Receivables
|
174,092
|
149,741
|
1.02.01.03.01
|
Trade Accounts Receivable
|
12,055
|
2,419
|
1.02.01.03.02
|
Notes Receivable
|
162,037
|
147,322
|
1.02.01.05
|
Biological Assets
|
400,546
|
387,383
|
1.02.01.06
|
Deferred Taxes
|
2,821,446
|
2,628,750
|
1.02.01.06.01
|
Income Tax and Social Contribution
|
2,821,446
|
2,628,750
|
1.02.01.09
|
Other Non-current Assets
|
1,839,993
|
1,405,595
|
1.02.01.09.03
|
Judicial Deposits
|
324,567
|
228,261
|
1.02.01.09.04
|
Recoverable Taxes
|
733,895
|
744,612
|
1.02.01.09.06
|
Accounts Receivable from Disposal of Equity Interest
|
239,762
|
-
|
1.02.01.09.07
|
Restricted Cash
|
89,583
|
70,020
|
1.02.01.09.08
|
Other
|
452,186
|
362,702
|
1.02.02
|
Investments
|
28,769
|
20,399
|
1.02.02.01
|
Investments
|
28,769
|
20,399
|
1.02.02.01.01
|
Equity in Affiliates
|
26,820
|
19,505
|
1.02.02.01.04
|
Other
|
1,949
|
894
|
1.02.03
|
Property, Plant and Equipment, Net
|
10,214,297
|
9,798,370
|
1.02.03.01
|
Property, Plant and Equipment in Operation
|
9,246,106
|
9,119,750
|
1.02.03.02
|
Property, Plant and Equipment Leased
|
109,344
|
58,411
|
1.02.03.03
|
Property, Plant and Equipment in Progress
|
858,847
|
620,209
|
1.02.04
|
Intangible
|
4,664,222
|
4,386,099
|
1.02.04.01
|
Intangible
|
4,664,222
|
4,386,099
|
1.02.04.01.02
|
Software
|
134,460
|
138,236
|
1.02.04.01.03
|
Trademarks
|
1,192,736
|
1,256,000
|
1.02.04.01.04
|
Other
|
41,545
|
18,048
|
1.02.04.01.05
|
Goodwill
|
3,276,724
|
2,973,815
|
1.02.04.01.06
|
Software Leased
|
18,757
|
-
|
11
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Consolidated Financial Statements / Balance Sheet Liabilities
|
(in thousands of Brazilian Reais)
|
|
|
|
Account
|
|
Current Quarter
|
Previous Year
|
Code
|
Account Description
|
09.30.12
|
12.31.11
|
2
|
Total Liabilities
|
31.602.302
|
29.983.456
|
2.01
|
Current Liabilities
|
7.447.663
|
7.987.829
|
2.01.01
|
Social and Labor Obligations
|
121.568
|
116.558
|
2.01.01.01
|
Social Obligations
|
23.541
|
14.923
|
2.01.01.02
|
Labor Obligations
|
98.027
|
101.635
|
2.01.02
|
Trade Accounts Payable
|
3.267.264
|
2.681.343
|
2.01.02.01
|
Domestic Suppliers
|
2.817.293
|
2.341.043
|
2.01.02.02
|
Foreign Suppliers
|
449.971
|
340.300
|
2.01.03
|
Tax Obligations
|
233.152
|
224.761
|
2.01.03.01
|
Federal Tax Obligations
|
118.655
|
137.779
|
2.01.03.01.01
|
Income Tax and Social Contribution Expense Payable
|
53.708
|
5.590
|
2.01.03.01.02
|
Other Federal
|
64.947
|
132.189
|
2.01.03.02
|
State Tax Obligations
|
111.525
|
86.460
|
2.01.03.03
|
Municipal Tax Obligations
|
2.972
|
522
|
2.01.04
|
Short Term Debts
|
2.653.569
|
3.452.477
|
2.01.04.01
|
Short Term Debts
|
2.653.569
|
3.452.477
|
2.01.04.01.01
|
Local Currency
|
1.378.265
|
1.814.220
|
2.01.04.01.02
|
Foreign Currency
|
1.275.304
|
1.638.257
|
2.01.05
|
Other Obligations
|
575.719
|
1.076.533
|
2.01.05.02
|
Other
|
575.719
|
1.076.533
|
2.01.05.02.01
|
Dividends and Interest on Shareholders' Equity Payable
|
1.075
|
312.624
|
2.01.05.02.04
|
Derivatives
|
321.215
|
270.693
|
2.01.05.02.05
|
Management and Employees Profit Sharing
|
18.423
|
224.480
|
2.01.05.02.07
|
Other Obligations
|
235.006
|
268.736
|
2.01.06
|
Provisions
|
596.391
|
436.157
|
2.01.06.01
|
Tax, Social Security, Labor and Civil Risks Provisions
|
121.529
|
118.466
|
2.01.06.01.01
|
Tax Provisions
|
17.203
|
17.446
|
2.01.06.01.02
|
Social Security and Labor Provisions
|
82.894
|
74.727
|
2.01.06.01.04
|
Civil Risk Provisions
|
21.432
|
26.293
|
2.01.06.02
|
Other Provisons
|
474.862
|
317.691
|
2.01.06.02.04
|
Vacations and Christmas Bonuses Provisions
|
474.862
|
317.691
|
2.02
|
Non-current Liabilities
|
9.950.735
|
7.885.710
|
2.02.01
|
Long-term Debt
|
6.468.017
|
4.601.053
|
2.02.01.01
|
Long-term Debt
|
6.468.017
|
4.601.053
|
2.02.01.01.01
|
Local Currency
|
1.613.952
|
1.515.486
|
2.02.01.01.02
|
Foreign Currency
|
4.854.065
|
3.085.567
|
2.02.02
|
Other Obligations
|
428.531
|
391.481
|
2.02.02.02
|
Other
|
428.531
|
391.481
|
2.02.02.02.06
|
Other Obligations
|
428.531
|
391.481
|
2.02.03
|
Deferred Taxes
|
1.942.430
|
1.791.897
|
2.02.03.01
|
Income Tax and Social Contribution
|
1.942.430
|
1.791.897
|
2.02.04
|
Provisions
|
1.111.757
|
1.101.279
|
2.02.04.01
|
Tax, Social Security, Labor and Civil Risks Provisions
|
826.323
|
835.234
|
2.02.04.01.01
|
Tax Provisions
|
186.269
|
214.177
|
2.02.04.01.02
|
Social Security and Labor Provisions
|
40.884
|
30.435
|
2.02.04.01.04
|
Civil Risk Provision
|
27.448
|
18.881
|
2.02.04.01.05
|
Contingent Liabilities
|
571.722
|
571.741
|
2.02.04.02
|
Other Provisons
|
285.434
|
266.045
|
2.02.04.02.04
|
Employee Benefits Provisions
|
285.434
|
266.045
|
2.03
|
Consolidated Shareholders' Equity
|
14.203.904
|
14.109.917
|
2.03.01
|
Paid-in Capital
|
12.460.471
|
12.460.471
|
2.03.02
|
Capital Reserves
|
28.361
|
10.939
|
2.03.02.01
|
Goodwill on the Shares Issuance
|
62.767
|
62.767
|
2.03.02.04
|
Granted Options
|
39.025
|
22.430
|
2.03.02.05
|
Treasury Shares
|
(64.629)
|
(65.320)
|
12
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Consolidated Financial Statements / Balance Sheet Liabilities
|
(in thousands of Brazilian Reais)
|
|
|
|
2.03.02.07
|
Results on Disposal of Shares
|
3.422
|
3.286
|
2.03.02.08
|
Goodwill on Acquisition of Non-controlling Entities
|
(12.224)
|
(12.224)
|
2.03.04
|
Profit Reserves
|
1.809.635
|
1.760.446
|
2.03.04.01
|
Legal Reserves
|
179.585
|
179.585
|
2.03.04.02
|
Statutory Reserves
|
1.524.319
|
1.524.319
|
2.03.04.07
|
Tax Incentives Reserve
|
105.731
|
56.542
|
2.03.05
|
Accumulated Earnings / Loss
|
101.269
|
-
|
2.03.08
|
Other Comprehensive Income
|
(240.424)
|
(161.516)
|
2.03.08.01
|
Derivative Financial Instruments
|
(229.696)
|
(167.293)
|
2.03.08.02
|
Financial Instrument (Available for sale)
|
16.590
|
5.051
|
2.03.08.03
|
Cumulative Translation Adjustments of Foreign Currency
|
9.219
|
12.584
|
2.03.08.04
|
Actuarial Losses
|
(36.537)
|
(11.858)
|
2.03.09
|
Non-controlling Shareholders' Equity
|
44.592
|
39.577
|
13
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
|
|
Consolidated Financial Statements / Statement of Income
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
Current Quarter
|
Current Quarter
|
Previous Quarter
|
Previous Quarter
|
Account
|
|
07.01.12 to
|
01.01.12 to
|
07.01.11 to
|
01.01.11 to
|
Code
|
Account Description
|
09.30.12
|
09.30.12
|
09.30.11
|
09.30.11
|
3.01
|
Net Sales
|
7,192,488
|
20,371,737
|
6,292,366
|
18,607,208
|
3.02
|
Cost of Goods Sold
|
(5,666,573)
|
(16,013,183)
|
(4,686,528)
|
(13,894,972)
|
3.03
|
Gross Profit
|
1,525,915
|
4,358,554
|
1,605,838
|
4,712,236
|
3.04
|
Operating (Expenses) Income
|
(1,293,820)
|
(3,577,841)
|
(1,150,871)
|
(3,219,364)
|
3.04.01
|
Selling
|
(1,101,517)
|
(3,115,936)
|
(971,047)
|
(2,715,325)
|
3.04.02
|
General and Administrative
|
(95,115)
|
(275,340)
|
(120,208)
|
(306,338)
|
3.04.04
|
Other Operating Income
|
8,695
|
158,242
|
141,085
|
305,019
|
3.04.05
|
Other Operating Expenses
|
(110,072)
|
(359,799)
|
(203,773)
|
(507,317)
|
3.04.06
|
Equity Pick up
|
4,189
|
14,992
|
3,072
|
4,597
|
3.05
|
Profit before Financial and Tax Results
|
232,095
|
780,713
|
454,967
|
1,492,872
|
3.06
|
Financial Results
|
(117,210)
|
(479,650)
|
(186,554)
|
(294,013)
|
3.06.01
|
Financial Income
|
106,915
|
765,683
|
339,550
|
669,976
|
3.06.02
|
Financial Expenses
|
(224,125)
|
(1,245,333)
|
(526,104)
|
(963,989)
|
3.07
|
Income Before Taxes
|
114,885
|
301,063
|
268,413
|
1,198,859
|
3.08
|
Income and Social Contribution
|
(26,137)
|
(48,232)
|
87,734
|
43,419
|
3.08.01
|
Current
|
(53,923)
|
(97,200)
|
1,656
|
(10,218)
|
3.08.02
|
Deferred
|
27,786
|
48,968
|
86,078
|
53,637
|
3.09
|
Net Income from Continued Operations
|
88,748
|
252,831
|
356,147
|
1,242,278
|
3.11
|
Net Income
|
88,748
|
252,831
|
356,147
|
1,242,278
|
3.11.01
|
Attributable to: BRF Shareholders
|
90,872
|
250,458
|
365,014
|
1,246,400
|
3.11.02
|
Attributable to: Non-controlling Shareholders
|
(2,124)
|
2,373
|
(8,867)
|
(4,122)
|
3.99
|
Profit per share - (Brazilian Reais/Share)
|
|
|
|
|
3.99.01
|
Earnings per Share - Basic
|
|
|
|
|
3.99.01.01
|
ON
|
0.10451
|
0.28806
|
0.41913
|
1.43119
|
3.99.02
|
Earning per Share - Diluted
|
|
|
|
|
3.99.02.01
|
ON
|
0.10449
|
0.28799
|
0.41913
|
1.43119
|
14
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
|
|
Consolidated Financial Statements / Statement of Comprehensive Income
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
Accumulated
|
|
Accumulated
|
|
|
Current Quarter
|
Current Quarter
|
Previous Quarter
|
Previous Quarter
|
Account
|
|
07.01.12 to
|
01.01.12 to
|
07.01.11 to
|
01.01.11 to
|
Code
|
Account Description
|
09.30.12
|
09.30.12
|
09.30.11
|
09.30.11
|
4.01
|
Net Income
|
88,748
|
252,831
|
356,147
|
1,242,278
|
4.02
|
Other Comprehensive Income
|
41,593
|
(78,908)
|
(362,240)
|
(342,573)
|
4.02.01
|
Loss in Foreign Currency Translation Adjustments
|
(3,788)
|
(3,365)
|
(95)
|
(701)
|
4.02.02
|
Unrealized Gain (Loss) in Available for Sale Marketable Securities,
|
|
|
|
|
|
Net of Income Taxes
|
4,948
|
11,539
|
(6,364)
|
(5,763)
|
4.02.03
|
Unrealized Gains (Loss) in Cash Flow Hedge, Net of Income Taxes
|
48,661
|
(62,403)
|
(347,225)
|
(310,441)
|
4.02.04
|
Actuarial Losses, Net of Income Taxes
|
(8,228)
|
(24,679)
|
(8,556)
|
(25,668)
|
4.03
|
Consolidated Comprehensive Income
|
130,341
|
173,923
|
(6,093)
|
899,705
|
4.03.01
|
Attributable to: BRF Shareholders
|
132,465
|
171,550
|
2,774
|
903,827
|
4.03.02
|
Attributable to: Non-controlling Shareholders
|
(2,124)
|
2,373
|
(8,867)
|
(4,122)
|
15
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Consolidated Financial Statements / Statement of Cash Flows –
Indirect Method
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
Accumulated
|
Accumulated
|
|
|
Current Quarter
|
Previous Quarter
|
Account
|
|
01.01.12 to
|
01.01.11 to
|
Code
|
Account Description
|
09.30.12
|
09.30.11
|
6.01
|
Net Cash Provided by Operating Activities
|
1,660,555
|
561,629
|
6.01.01
|
Cash from Operations
|
1,823,795
|
2,583,606
|
6.01.01.01
|
Net Income for the Period
|
250,458
|
1,246,400
|
6.01.01.02
|
Non-controlling Shareholders
|
2,373
|
(4,122)
|
6.01.01.03
|
Depreciation and Amortization
|
719,341
|
661,969
|
6.01.01.04
|
Gain on Disposals of Property, Plant and Equipments
|
(25,257)
|
34,873
|
6.01.01.05
|
Deferred Income Tax
|
(48,968)
|
(53,637)
|
6.01.01.06
|
Provision/(Reversal) for Tax, Civil and Labor Risks
|
93,188
|
145,106
|
6.01.01.07
|
Other Provisions
|
20,595
|
8,943
|
6.01.01.08
|
Interest and Exchange Rate Variations
|
722,697
|
548,671
|
6.01.01.09
|
Equity Pick-Up
|
(14,992)
|
(4,597)
|
6.01.01.10
|
Gain on Disposals of Property, Plant and Equipments - TCD
|
104,360
|
-
|
6.01.02
|
Changes in Operating Assets and Liabilities
|
(163,240)
|
(2,021,977)
|
6.01.02.01
|
Trade Accounts Receivable
|
544,493
|
130,003
|
6.01.02.02
|
Inventories
|
(783,292)
|
(739,910)
|
6.01.02.03
|
Trade Accounts Payable
|
529,580
|
180,693
|
6.01.02.04
|
Payable of Tax, Civil and Labor Risks Provisions
|
(134,520)
|
(180,689)
|
6.01.02.05
|
Payroll and Related Charges
|
(725,568)
|
(626,503)
|
6.01.02.06
|
Investment in Held for Trading Securities
|
(2,528,809)
|
(2,766,840)
|
6.01.02.07
|
Redemption of Held for Trading Securities
|
3,339,931
|
2,607,342
|
6.01.02.08
|
Investment in Available for Sale Securities
|
(1,595)
|
(1,703,487)
|
6.01.02.09
|
Redemptions of Available for Sale Securities
|
10,596
|
1,497,240
|
6.01.02.10
|
Other Financial Assets and Liabilities
|
(17,863)
|
(29,445)
|
6.01.02.11
|
Interest Paid
|
(373,341)
|
(369,931)
|
6.01.02.12
|
Income Tax and Social Contribution Paid
|
(31,841)
|
(26,051)
|
6.01.02.13
|
Interest on Shareholders' Equity Received
|
8,989
|
5,601
|
6.02
|
Net Cash Provided by Investing Activities
|
(1,697,686)
|
(1,030,510)
|
6.02.01
|
Marketable Securities
|
(48,619)
|
-
|
6.02.02
|
Redemptions in Marketable Securities
|
70,078
|
6,147
|
6.02.03
|
Restricted Cash
|
(10,739)
|
(7,309)
|
6.02.04
|
Additions to Property, Plant and Equipment
|
(1,350,776)
|
(598,136)
|
6.02.05
|
Receivable from Disposals of Property, Plant and Equipment
|
20,809
|
1,872
|
6.02.07
|
Additions to Intangible
|
(6,239)
|
(47,026)
|
6.02.08
|
Additions to Biological Assets
|
(359,296)
|
(381,372)
|
6.02.09
|
Other Investiments, Net
|
(2,295)
|
(4,686)
|
6.02.12
|
Business Combination
|
(10,609)
|
-
|
6.03
|
Net Cash Provided by Financing Activities
|
147,568
|
(135,939)
|
6.03.01
|
Proceeds from Debt Issuance
|
3,882,268
|
2,273,272
|
6.03.02
|
Payment of Debt
|
(3,294,910)
|
(1,823,387)
|
6.03.03
|
Dividends and Interest on Shareholders' Equity Paid
|
(439,790)
|
(501,644)
|
6.03.06
|
Treasury Shares Acquisition
|
-
|
(71,956)
|
6.03.07
|
Goodwill in the Acquisition of Non-controlling Entities
|
-
|
(12,224)
|
6.04
|
Exchange Rate Variation on Cash and Cash Equivalents
|
29,477
|
142,869
|
6.05
|
Net (Decrease) Increase in Cash
|
139,914
|
(461,951)
|
6.05.01
|
At the Beginning of the Period
|
1,366,843
|
2,310,643
|
6.05.02
|
At the End of the Period
|
1,506,757
|
1,848,692
|
16
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
|
|
|
|
|
|
Consolidated Financial Statements / Statement of Changes in Shareholders' Equity for the
|
Period from 01.01.12 to 09.30.12
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
|
|
|
|
Reserves,
|
|
|
|
|
|
|
|
|
|
Granted Options
|
|
|
Other
|
|
Participation of
|
Total
|
Account
|
|
|
and Treasury
|
Profit
|
Retained
|
Comprehensive
|
Shareholders'
|
Non-controlling
|
Shareholders'
|
Code
|
Account Description
|
Capital Stock
|
Shares
|
Reserves
|
earnings (losses)
|
Income
|
Equity
|
shareholders
|
Equity
|
5.01
|
Balance at January 1, 2012
|
12,460,471
|
10,939
|
1,760,446
|
-
|
(161,516)
|
14,070,340
|
39,577
|
14,109,917
|
5.03
|
Opening Balance Adjustment
|
12,460,471
|
10,939
|
1,760,446
|
-
|
(161,516)
|
14,070,340
|
39,577
|
14,109,917
|
5.04
|
Share-based Payments
|
-
|
17,422
|
-
|
(100,000)
|
-
|
(82,578)
|
2,642
|
(79,936)
|
5.04.03
|
Options Granted
|
-
|
16,595
|
-
|
-
|
-
|
16,595
|
-
|
16,595
|
5.04.05
|
Treasury Shares Sold
|
-
|
691
|
-
|
-
|
-
|
691
|
-
|
691
|
5.04.07
|
Interest on Shareholders' Equity
|
-
|
-
|
-
|
(100,000)
|
-
|
(100,000)
|
-
|
(100,000)
|
5.04.08
|
Results on Disposal of Shares
|
-
|
136
|
-
|
-
|
-
|
136
|
-
|
136
|
5.04.10
|
Participation of Non-controlling Shareholders'
|
-
|
-
|
-
|
-
|
-
|
-
|
2,642
|
2,642
|
5.05
|
Total Comprehensive Income
|
-
|
-
|
-
|
250,458
|
(78,908)
|
171,550
|
2,373
|
173,923
|
5.05.01
|
Net Income for the Period
|
-
|
-
|
-
|
250,458
|
-
|
250,458
|
2,373
|
252,831
|
5.05.02
|
Other Comprehensive Income
|
-
|
-
|
-
|
-
|
(78,908)
|
(78,908)
|
-
|
(78,908)
|
5.05.02.01
|
Financial Instruments Adjustments
|
-
|
-
|
-
|
-
|
(86,800)
|
(86,800)
|
-
|
(86,800)
|
5.05.02.02
|
Tax on Financial Instruments Adjustments
|
-
|
-
|
-
|
-
|
24,397
|
24,397
|
-
|
24,397
|
5.05.02.06
|
Unrealized Gain (Loss) on Marketable Securities in Available for Sale
|
-
|
-
|
-
|
-
|
11,539
|
11,539
|
-
|
11,539
|
5.05.02.07
|
Actuarial Loss
|
-
|
-
|
-
|
-
|
(24,679)
|
(24,679)
|
-
|
(24,679)
|
5.05.02.08
|
Cumulative Translation Adjustments of Foreign Currency
|
-
|
-
|
-
|
-
|
(3,365)
|
(3,365)
|
-
|
(3,365)
|
5.06
|
Statements of Changes in Shareholders' Equity
|
-
|
-
|
49,189
|
(49,189)
|
-
|
-
|
-
|
-
|
5.06.08
|
Tax Incentives Reserve
|
-
|
-
|
49,189
|
(49,189)
|
-
|
-
|
-
|
-
|
5.07
|
Balance at September 30, 2012
|
12,460,471
|
28,361
|
1,809,635
|
101,269
|
(240,424)
|
14,159,312
|
44,592
|
14,203,904
|
17
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
|
|
|
|
|
|
Consolidated Financial Statements / Statement of Changes in Shareholders' Equity for the
|
Period from 01.01.11 to 09.30.11
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
|
|
|
|
|
|
Reserves,
|
|
|
|
|
|
|
|
|
|
Granted Options
|
|
|
Other
|
|
Participation of
|
Total
|
Account
|
|
|
and Treasury
|
Profit
|
Retained
|
Comprehensive
|
Shareholders' Non-controlling
|
Shareholders'
|
Code
|
Account Description
|
Capital Stock
|
Shares
|
Reserves
|
earnings (losses)
|
Income
|
Equity
|
shareholders
|
Equity
|
5.01
|
Balance at January 1, 2011
|
12,460,471
|
68,614
|
1,064,688
|
-
|
35,194
|
13,628,967
|
7,551
|
13,636,518
|
5.03
|
Opening Balance Adjustment
|
12,460,471
|
68,614
|
1,064,688
|
-
|
35,194
|
13,628,967
|
7,551
|
13,636,518
|
5.04
|
Share-based Payments
|
-
|
(66,245)
|
-
|
(292,344)
|
-
|
(358,589)
|
-
|
(358,589)
|
5.04.03
|
Options Granted
|
-
|
10,334
|
-
|
-
|
-
|
10,334
|
-
|
10,334
|
5.04.04
|
Treasury Shares Acquired
|
-
|
(71,957)
|
-
|
-
|
-
|
(71,957)
|
-
|
(71,957)
|
5.04.05
|
Treasury Shares Sold
|
-
|
4,779
|
-
|
-
|
-
|
4,779
|
-
|
4,779
|
5.04.07
|
Interest on Shareholders' Equity
|
-
|
-
|
-
|
(292,344)
|
-
|
(292,344)
|
-
|
(292,344)
|
5.04.08
|
Results on Disposal of Shares
|
-
|
2,823
|
-
|
-
|
-
|
2,823
|
-
|
2,823
|
5.04.09
|
Goodwill on Acquisition of Non-controlling Entities
|
-
|
(12,224)
|
-
|
-
|
-
|
(12,224)
|
-
|
(12,224)
|
5.05
|
Total Comprehensive Income
|
-
|
-
|
-
|
1,246,400
|
(342,573)
|
903,827
|
(8,924)
|
894,903
|
5.05.01
|
Net Income for the Period
|
-
|
-
|
-
|
1,246,400
|
-
|
1,246,400
|
(8,808)
|
1,237,592
|
5.05.02
|
Other Comprehensive Income
|
-
|
-
|
-
|
-
|
(342,573)
|
(342,573)
|
(116)
|
(342,689)
|
5.05.02.01
|
Financial Instruments Adjustments
|
-
|
-
|
-
|
-
|
(450,680)
|
(450,680)
|
-
|
(450,680)
|
5.05.02.02
|
Tax on Financial Instruments Adjustments
|
-
|
-
|
-
|
-
|
140,239
|
140,239
|
-
|
140,239
|
5.05.02.06
|
Unrealized Gain (Loss) on Marketable Securities in Available for Sale
|
-
|
-
|
-
|
-
|
(5,763)
|
(5,763)
|
-
|
(5,763)
|
5.05.02.07
|
Actuarial Loss
|
-
|
-
|
-
|
-
|
(25,668)
|
(25,668)
|
-
|
(25,668)
|
5.05.02.08
|
Cumulative Translation Adjustments of Foreign Currency
|
-
|
-
|
-
|
-
|
(701)
|
(701)
|
(116)
|
(817)
|
5.07
|
Balance at September 30, 2011
|
12,460,471
|
2,369
|
1,064,688
|
954,056
|
(307,379)
|
14,174,205
|
(1,373)
|
14,172,832
|
18
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
|
|
|
|
Consolidated Financial Statements / Statement of Value Added
|
(in thousands of Brazilian Reais)
|
|
|
|
|
|
Accumulated
|
Accumulated
|
|
|
Current Quarter
|
Previous Quarter
|
Account
|
|
01.01.12 to
|
01.01.11 to
|
Code
|
Account Description
|
09.30.12
|
09.30.11
|
7.01
|
Revenues
|
23,118,300
|
21,148,305
|
7.01.01
|
Sales of Goods, Products and Services
|
22,321,785
|
20,761,109
|
7.01.02
|
Other Income
|
(247,698)
|
(26,046)
|
7.01.03
|
Revenue Related to Construction of own Assets
|
1,091,342
|
447,578
|
7.01.04
|
Allowance for Doubtful Accounts Reversal (Provisions)
|
(47,129)
|
(34,336)
|
7.02
|
Raw Material Acquired from Third Parties
|
(16,072,566)
|
(13,415,845)
|
7.02.01
|
Costs of Products and Goods Sold
|
(12,864,170)
|
(10,571,895)
|
7.02.02
|
Materials, Energy, Third Parties Services and Other
|
(3,222,955)
|
(2,827,735)
|
7.02.03
|
Recovery of Assets Values
|
14,559
|
(16,215)
|
7.03
|
Gross Value Added
|
7,045,734
|
7,732,460
|
7.04
|
Retentions
|
(719,341)
|
(661,969)
|
7.04.01
|
Depreciation, Amortization and Exhaustion
|
(719,341)
|
(661,969)
|
7.05
|
Net Value Added
|
6,326,393
|
7,070,491
|
7.06
|
Received from Third Parties
|
869,306
|
674,913
|
7.06.01
|
Equity Pick up
|
14,992
|
4,597
|
7.06.02
|
Financial Income
|
765,683
|
669,976
|
7.07
|
Value Added to be Distributed
|
7,195,699
|
7,745,404
|
7.08
|
Distribution of Value Added
|
7,195,699
|
7,745,404
|
7.08.01
|
Payroll
|
2,904,210
|
2,733,731
|
7.08.01.01
|
Salaries
|
2,242,103
|
2,150,989
|
7.08.01.02
|
Benefits
|
511,294
|
455,301
|
7.08.01.03
|
Government Severance Indemnity Fund for Employees
|
|
|
|
Guarantee Fund for Length of Service - FGTS
|
150,813
|
127,441
|
7.08.02
|
Taxes, Fees and Contribution
|
2,575,731
|
2,587,307
|
7.08.02.01
|
Federal
|
1,493,134
|
1,581,946
|
7.08.02.02
|
State
|
1,058,789
|
995,290
|
7.08.02.03
|
Municipal
|
23,808
|
10,071
|
7.08.03
|
Capital Remuneration from Third Parties
|
1,462,927
|
1,182,088
|
7.08.03.01
|
Interests
|
1,284,659
|
967,779
|
7.08.03.02
|
Rents
|
178,268
|
214,309
|
7.08.04
|
Interest on Own Capital
|
252,831
|
1,242,278
|
7.08.04.01
|
Interest on Shareholders' Equity
|
100,000
|
292,344
|
7.08.04.03
|
Retained Earnings
|
150,458
|
954,056
|
7.08.04.04
|
Non-controlling Interest
|
2,373
|
(4,122)
|
19
|
|
Results 3Q12
Dear Shareholders
In the third quarter of 2012, we concluded one of the most relevant stages of the merger, initiated by BRF in May 2009, with the fulfillment of the agreement signed with the Brazilian anti-trust authorities (CADE) in June 2011.
As expected the Management, the impact of an adverse sectoral scenario combined with the merger transition process were factors that reflected in higher transitory costs, causing a temporary shortfall in efficiency at our operations and consequently, negatively impacting our result for the period.
Notwithstanding this environment, we should emphasize the good results reported for revenues which rose 14.3% compared with 3Q11, reaching R$ 7.2 billion in the quarter, a growth of 5.1% when compared with 2Q12. This achievement can be attributed to the Company strategy focused on innovation through portfolio expansion, new product lines, repositioning of the Sadia brand and the expansion in brand mix: Perdigão, Batavo, Elegê, Qualy, among others. A total of 115 products was launched in the quarter to support this strategy, representing 283 new choices for the consumer for the year to date.
The net income for the quarter has already seen an important gain in relation to 2Q12 of R$ 84.5 million reaching R$ 90.9 million of net income
, equivalent to 1.3% of net margin. The EBITDA result reached R$ 565 million, representing 7.9% of net sales.
In our business segments, we have seen good domestic market growth with a 7.4% increase in sales revenue despite the transfer of assets and the discontinuation of certain brands in specific categories that could have resulted in significant reductions in volume during the quarter. This potential impact was compensated by the successful execution of the Company’s chosen strategy for recovery of revenue.
Meanwhile, the international operations reported growth of 26% in exports with the improvement in performance in business with the Middle East and the incorporation of the Quickfood businesses in Argentina, absorbed following the asset swap in the domestic market. The dairy segment registered an increase of 4.8%, especially driven by an increase sales of refrigerated products while the food service segment rose 8%, reflecting better demand and higher in-natura sales.
In October, Management announced the signature of a binding offer to acquire Federal Foods Limited, with head offices in
Abu Dhabi, United Arab Emirates (UAE), through BRF’s subsidiary in Austria. The acquired company holds the leadership in food distribution in the region catering to a full spectrum of retail, food
service and wholesale clients
. The investment for the acquisition is worth US$ 36 million and will give the Company a 49% stake in Federal Foods.
|
20
|
|
The challenging environment which we have experienced this year is fading away and we see opportunities for improving our margins as from the final quarter of 2012. During the course of 3Q12, we initiated price adjustments to recover margins which had been squeezed by rising sector costs. We also expect a good demand for traditional year-end products.
With the complete implementation of the agreement signed with CADE (the Performance Commitment Agreement – TCD process), BRF is to embark on a new phase in its business. At this point, we could not fail to extend a special vote of thanks to all our shareholders, investors, suppliers, clients and other stakeholders for their support and the confidence entrusted in us during this challenging period involving the various stages of the merger process. More especially we would like to place on record our thanks to our executives and staff who were tireless in successfully conducting the entire process. This capacity to overcome adversity and to seek out new opportunities is at the core of our corporate culture and is what will continue making BRF a very unique company.
São Paulo, November 2012
Nildemar Secches José Antonio do Prado Fay
Chairman of the Board CEO
|
21
3
rd
QUARTER 2012 – 3Q12
Net sales totaled R$ 7.2 billion, a growth of 14.3% in relation to 3Q11, revenues being generated from the following business segments: domestic market (7.4%); exports (26.0%); dairy products (4.8%) and food service (8.0%), these results reflecting the efforts taken to offset the impact of the TCD process.
The businesses involving meats, dairy products, other processed products and remaining sales represented 1.6 million tons, a 4.3% increase, this despite sales of assets and the discontinuation of certain categories in line with the agreement with CADE.
Gross profit totaled R$ 1.5 billion, a 5.0% decrease due to the pressure of recurring costs during the quarter.
EBITDA reached R$ 565.1 million, 21.8% less than 3Q11 due to the squeeze on margins still being experienced in the markets, the result of a combination of spiking costs, a gradual improvement in export business and the impact of asset transfers and discontinuation of certain product categories.
Net income was R$ 90.8 million against R$ 365.0 million recorded in 3Q11 but already indicating a positive evolution of R$ 84.5 million in relation to 2Q12.
Financial trading volume in BRF’s shares reported an average of US$ 75.5 million/day in the quarter, 15.9% more than 3Q11.
|
|
|
|
Highlights (R$ Million)
|
3Q12
|
3Q11
|
% Ch.
|
|
Net Sales
|
7,192
|
6,292
|
14
|
Domestic Market
|
4,087
|
3,824
|
7
|
Exports
|
3,106
|
2,468
|
26
|
Gross Profit
|
1,526
|
1,606
|
(5)
|
Gross Margin
|
21.2%
|
25.5%
|
(4.3 p.p.)
|
EBIT
|
232
|
455
|
(49)
|
Net Income
|
91
|
365
|
(75)
|
Net Margin
|
1.3%
|
5.8%
|
(4.5 p.p.)
|
EBITDA
|
565
|
723
|
(22)
|
EBITDA Margin
|
7.9%
|
11.5%
|
(3.6 p.p.)
|
Earnings per share
(1)
|
0.10
|
0.42
|
(75)
|
1-Consolidated earnings per share (in R$), excluding treasury shares.
|
|
|
Accumulated 2012 – 9M12
(January to September)
Net sales amounted to R$ 20.4 billion, a growth of 9.5%, reflecting good performance in sales for BRF’s chosen business segments.
The meats, dairy products and other products businesses and other sales recorded volumes of 4.7 million tons, a 3.8% increase.
Gross profits totaled R$ 4.4 billion, 7.5% lower due to the pressure on raw material costs and the CADE process-related costs - not fully covered by higher sales revenue. However, price adjustments have been made in order to recovery margins to be effective as from the fourth quarter 2012.
EBITDA reached R$ 1.7 billion, 28.5% less than the for 9M11, representing an EBITDA margin of 8.2%.
Net income was R$ 250.5 million against a net income of R$ 1,246.4 million for 9M11– a 79.9% reduction with a net margin of 1.2% against 6.7% by virtue of the pressures resulting from operating performance and accumulated financial expenses.
Financial trading volume in BRF’s shares reached an average of US$ 76 million/day for the year
,
16% lower than 3Q11.
22
|
|
|
|
Highlights (R$ Million)
|
YTD12
|
YTD11
|
% Ch.
|
|
Net Sales
|
20,372
|
18,607
|
9
|
Domestic Market
|
11,973
|
11,116
|
8
|
Exports
|
8,399
|
7,491
|
12
|
Gross Profit
|
4,359
|
4,712
|
(8)
|
Gross Margin
|
21.4%
|
25.3%
|
(3.9 p.p.)
|
EBIT
|
781
|
1,493
|
(48)
|
Net Income
|
250
|
1,246
|
(80)
|
Net Margin
|
1.2%
|
6.7%
|
(5.5 p.p.)
|
EBITDA
|
1,662
|
2,325
|
(28)
|
EBITDA Margin
|
8.2%
|
12.5%
|
(4.3 p.p.)
|
Earnings per share(1)
|
0.28
|
1.43
|
(80)
|
1-Consolidated earnings per share (in R$), excluding treasury shares.
|
|
|
(The changes commented in this report are comparisons with the 3
rd
quarter of 2012 compared with the 3
rd
quarter in 2011, or with the accumulated January to September 2012 period compared with the accumulated January to September 2011 period unless specified on another comparative basis).
23
Brazilian Exports
Beef and pork export volumes recorded a significant recovery in 3Q12 versus 2Q12 and 3Q11. The increase in revenues (measured in US$) in the compared periods was also notable with the exception of a decline in revenues from beef exports in 3Q12 versus 2Q12. However, chicken meat shipments in volume and revenue terms in 3Q12 (measured in US$) posted a decrease in 3Q12 versus 2Q12 and 3Q11.
Chicken meat exports reached 935 thousand tons in 3Q12, 7.7% below 2Q12 and 3.5% lower than 3Q11. Quarterly revenue (measured in US$) was 7.0% down on 2Q12 and 1.7% less than 3Q11. Volumes to Africa continue to report the fastest growth for the accumulated period for the year (+34.0% Jan-Sep/12 vs Jan-Sep/11), in addition to some Asian countries such as China (+25.0% on the same comparative basis). On the other hand, shipments to the Middle East registered a decline for the year to date of 4.8% (Jan-Sep/12 vs Jan-Sep/11), as did Saudi Arabia (-3.4% on the same comparative basis). The decline in export volume to Venezuela and Argentina during the year also negatively impacted chicken meat shipments to the Americas for the accumulated nine month period 2012 (-24.3% in Jan-Sep/12 vs Jan-Sep/11).
Pork shipment volumes reached 159 thousand tons in 3Q12, a 9.9% increase over 2Q12 and 29.2% more than 3Q11. Revenue (measured in US$) for the quarter represented an increase of 7.6% compared with 2Q12 and 21.4% versus 3Q11. The Ukraine continues to be the leading importer for the year, replacing Russia, which still reports a decrease of 16.3% for the accumulated total Jan-Sep/12 vs Jan-Sep/11. Volumes for this year to Angola and Singapore continue to exceed 2011 levels while it still remains for Argentina to show signs of a recovery (fall of 43.3% for the accumulated period Jan-Sep/12 vs Jan-Sep/11).
Overseas beef sales continue to turn in good results in terms of export volume, reaching 339 thousand tons in 3Q12, 1.1% more than 2Q12 and 24.1% above 3Q11. However, quarterly revenue (as measured in US$) fell by 5.4% versus 2Q12, in spite of a 10.7% increase compared with 3Q11. Greater export volume during the quarter was principally due to the recovery in such markets as Iran (from 5.4 thousand tons in 2Q12 to 37.8 thousand tons in 3Q12) and Egypt (from 28.4 thousand tons in 2Q12 to 46.6 thousand tons in 3Q12).
Raw Material
US corn prices rose in 3Q12 by 26.3% in relation to 2Q12 and were a further 12.4% higher than 3Q11 set against a scenario of the worst drought in the United States for the last 15 years – representing a loss of nearly 100 million tons of production in relation to the preceding year (-13.4%). Since in the past few years, the United States has accounted for about 65% of world corn exports, importing countries were obliged to seek alternative sources to guarantee supplies, importing corn from Brazil, the Ukraine and Argentina. As a result, in line with trends in international markets, in 3Q12 Brazilian corn prices were 26.5% on average higher than in 2Q12 and 12.1% up on 3Q11. Corn exports should amount to 17.5 million tons in 2012 (a record). In these circumstances, BRF took the initiative to anticipate purchases and optimize inventory management to ensure competitively priced supplies.
24
In the case of soybeans, the impact of the drought in the US has been less dramatic given that the development cycle of the crop is different from corn. In the USA, soybean meal prices in 3Q12 were 24.3% higher than 2Q12 and 45.6% higher than 3Q11, since the production of soybeans in the United States reported a decline compared with 2011 (-7.5%) at a time when inventory remains low in Brazil and Argentina (in the middle of offseason period). In spite of lower growth than previous
years, Chinese demand for soybeans remains strong, thus giving support to current price levels in the international market. In Brazil, soybean meal prices in 3Q12 rose 38.0% as compared with 2Q12 and 104.1% in relation to 3Q11, reflecting the fragile supply situation for soybeans in the country where output fell 11.9% but exports declined only 5.3% in relation to 2011. BRF has been proactive in these circumstances by signing long-term agreements with suppliers, thus attenuating the negative impact of the price hike of the commodity on the meats production chain.
25
Investments
Investments in Capex during the quarter amounted to R$ 419 million, a 83.7% increase over the same quarter for 2011 and allocated to projects involving growth (188% higher), efficiency (31% down) and support (125% increase), besides R$ 121.2 million directed to biological assets (28% less than in 2011). Additionally, we incorporated the acquisition of Quickfoods in Argentina, an asset arising out of a swap for assets in the domestic market (TCD process).
For the nine-month period, investments totaled R$ 1.7 billion, taking into account investment in maintenance, expansion and acquisitions, representing a growth of 82% in relation to the same period in 2011 when investments were constrained as the Company awaited the decision from CADE (Administrative Council for Economic Defense) in order to proceed with the implementation of the Long-Term Strategic Plan – BRF 15 based on organic growth and growth by acquisition.
Investments -
R$ million
New Businesses – Federal Foods
– On October 4, 2012, BRF announced that it had signed a binding offer
to acquire a 49% stake in Federal Foods Limited,
with head offices in
Abu Dhabi, United Arab Emirates (UAE), through BRF’s subsidiary in Austria.
The remaining shareholding stake in Federal Foods will be held by Al Nowais Investments, the current controlling company of Federal Foods. Established in 1991, Federal Foods is a leading food company in the United Arab Emirates, catering to a full spectrum of retail, food service and wholesale clients. The company operates 6 branches in the UAE and 1 in Qatar with over 1,350 employees and a logistics fleet of more than 260 trucks and vans for the delivery of chilled and frozen products.
In 2011, Federal Foods reported net sales of US$ 266 million and 92 thousand tons of commercialized products. The company has been a distributor of Sadia products in the UAE for more than 20 years. In addition, it distributes a range of chilled, frozen and dry products pertaining to other brands and suppliers. Currently, BRF products account for about 65% of Federal Foods’ net sales. BRF reiterates its intention to
continue the partnerships built up over time between Federal Foods and current suppliers. BRF is to commercialize its portfolio of products in the UAE through Federal Foods, including the Sadia and Perdix brands as well as the portfolio of processed products to be produced by the plant which is to start operations in 2013.
26
This acquisition is in line with BRF’s strategic plan to internationalize the Company by accessing local markets, strengthening BRF’s brands and distribution and expanding its product portfolio in the Middle East. The investment in this acquisition will amount to US$ 36 million in exchange for a 49% equity stake in Federal Foods. BRF will have management control as established in the shareholders’ agreement and will consolidate the acquired company’s financial statements. The conclusion of this transaction is contingent on the successful completion of the due diligence process.
JV Carbery –
BRF and Group Carbery announced a formation of a 50/50 whey processing joint venture. The $50 million investment will use Carbery’s innovative technology to process whey generated at BRF’s cheese manufacturing facilities. The venture is aligned with BRF´s strategic objective to be a leading player in the Brazilian cheese market.
The joint venture will house a state of the art manufacturing plant to produce added value nutritional ingredients sourced from whey, a byproduct from cheese manufacturing. These ingredients are utilized by leading consumer brands in baby food and sports nutrition, among others uses. The construction of the processing facility is planned to commence immediately and it will be commissioned in 2014.
Production
A total of 1.4 million tons of food was produced in 3Q12, a volume 3.2% less than reported in 3Q11 due to the reduction of volumes transferred under the TCD process involving meats and other processed products and by the reduction in dry line (UHT milk) volumes. In the dairy product segment, BRF is focusing on growing the refrigerated products business.
Quickfoods production in Argentina was incorporated into total meat volume output in the quarter.
In 2012, 283 new products were launched with a focus on portfolio expansion, on brand and category repositioning and the creation of value. In the third quarter, we launched 115 new products, which: Food Service - 18; domestic market – 51; exports – 31; and 15 in the dairy product segment.
|
|
|
|
|
|
|
Production
|
3Q12
|
3Q11
|
% Ch.
|
YTD12
|
YTD11
|
% Ch.
|
|
Poultry Slaughter (million heads)
|
448
|
456
|
(2)
|
1,359
|
1,319
|
3
|
Hog/ Cattle Slaughter (thousand heads)
|
2,616
|
2,679
|
(2)
|
8,375
|
8,085
|
4
|
Production (thousand tons)
|
|
|
|
|
|
|
Meats
|
1,079
|
1,130
|
(5)
|
3,248
|
3,211
|
1
|
Dairy Products
|
254
|
274
|
(7)
|
771
|
830
|
(7)
|
Other Processed Products
|
133
|
112
|
19
|
394
|
331
|
19
|
Feed and Premix (thousand tons)
|
2,947
|
2,871
|
3
|
8,991
|
8,399
|
7
|
Domestic Market
Sales to the domestic market were R$ 3.1 billion, a 7.4% increase 1.2% but with lower volumes and average prices 8.7% higher. Average costs rose 13.2%, reflecting an
operating profit of R$ 183.9 million in this segment, a 35.7% decline with operating margins oscillating from 9.9% to 6.0% in the quarter.
Operating results in the domestic market continued to be squeezed by the increase in costs in relation to the preceding year (prices of the leading raw materials and grains) as well as other direct inputs, to some extent offset by the partial passing on of cost rises to prices during the quarter. There was also an increase in commercial costs and expenses – principally a reflection of the TCD process: 1) revision of lines
27
and production transfers; 2) loss of volume transferred to Marfrig; 3) partial suspension of some categories; 4) increase in product mix; 5) increase in the transitional logistics network; 6) investments in product innovation.
For the accumulated nine months, sales revenue amounted to R$ 9.0 billion, a 8.3% increase. However, the increase in revenue was proportionally insufficient to entirely offset cost and expense pressures. Volumes practically remained unchanged in spite of the TCD process, implemented in the quarter and cutting output volume by 175 thousand tons. Average prices and costs were 8.7% and 16.3% higher, respectively, translating into a 22.1% lower operational result. As a result, the operational margin for the domestic market segment fell from 10.0% to 7.2%
To support the recovery of growth in this market following the full implementation of the TCD process, 51 new products were launched in the domestic market in the quarter: Sadia: Mini-Pizza (
Brotinho
); Whole-wheat Lasagna; Smoked Chicken Sausage; Beef Cuts; Perdigão: re-launch of Claybon margarine; Rump Steak, Turkey and Soy hamburger, breaded chicken; diced chicken.
DOMESTIC MARKET
|
THOUSAND TONS
|
R$ MILLION
|
3Q12
|
3Q11
|
% Ch.
|
3Q12
|
3Q11
|
% Ch.
|
|
|
|
|
|
|
|
In Natura
|
135
|
98
|
38
|
632
|
444
|
42
|
Poultry
|
98
|
66
|
48
|
384
|
255
|
50
|
Pork/Beef
|
37
|
32
|
16
|
248
|
189
|
31
|
Processed Foods
|
377
|
456
|
(17)
|
2,209
|
2,296
|
(4)
|
Others Sales
|
129
|
95
|
36
|
249
|
138
|
81
|
Total
|
641
|
649
|
(1)
|
3,090
|
2,878
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOMESTIC MARKET
|
THOUSAND TONS
|
R$ MILLION
|
YTD12
|
YTD11
|
% Ch.
|
YTD12
|
YTD11
|
% Ch.
|
|
|
|
|
|
|
|
In Natura
|
331
|
289
|
14
|
1,585
|
1,420
|
12
|
Poultry
|
228
|
193
|
18
|
914
|
856
|
7
|
Pork/Beef
|
102
|
96
|
7
|
671
|
564
|
19
|
Processed Foods
|
1,233
|
1,308
|
(6)
|
6,808
|
6,521
|
4
|
Others Sales
|
334
|
308
|
8
|
644
|
404
|
59
|
Total
|
1,897
|
1,906
|
0
|
9,037
|
8,345
|
8
|
Market Share – YTD12% -
Value
28
*AC Nielsen basis had methodological change in 2010, hindering comparisons with historical data.
|
|
|
Source: AC Nielsen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exports
In 2012, hog and poultry farming faced a challenging trading environment due to oversupply in some importing countries, aggravated by the high cost of grains together with drought conditions in the USA, combined with less than favorable harvest conditions in South America, Russia and Australia, all of which impacted the food sector globally.
In spite of the complex scenario, the situation prompted an increase in international prices across the board to the benefit of overseas business in 3Q12. In the quarter, exports amounted to 628.3 thousand tons, 11.7% higher in volume terms in relation to 3Q11. Average prices have already seen a recovery, rising 12.8% and 10.7% when compared with 2Q12. This is not only due to result of increasing production costs and consequently the need to recuperate margins but also a reflection of the running down of inventories in the Middle East and Eurasia markets. The average cost was 21.3% higher – still at very high levels, once more at 0.8% squeezing operating margins resulting in a fall of 4.6 percentage points in operating margins compared with 3Q11. The operating result was R$ 24.5 million, a 81.5% reduction.
Thus, in spite of the innumerous difficulties during the year, the outlook is now more promising. In some markets variations in seasonal demand favor price increases as is the case with China where preparations are already afoot for the Chinese New Year. In other regions such as Europe the approach of winter represents an historically more constrained period in terms of price adjustments, although the worldwide increase in production costs has tended to allow the re-composition of prices – a situation which has already begun in various countries.
|
|
|
|
|
|
|
EXPORTS
|
THOUSAND TONS
|
R$ MILLION
|
3Q12
|
3Q11
|
% Ch.
|
3Q12
|
3Q11
|
% Ch.
|
|
In Natura
|
516
|
469
|
10
|
2,385
|
1,950
|
22
|
Poultry
|
437
|
408
|
7
|
1,919
|
1,589
|
21
|
Pork/Beef
|
79
|
61
|
28
|
467
|
361
|
29
|
Processed Foods
|
112
|
85
|
32
|
671
|
466
|
44
|
Others Sales
|
0
|
8
|
(100)
|
0
|
10
|
(100)
|
Total
|
628
|
563
|
12
|
3,056
|
2,426
|
26
|
29
|
|
|
|
|
|
|
EXPORTS
|
THOUSAND TONS
|
R$ MILLION
|
|
YTD12
|
YTD11
|
% Ch.
|
YTD12
|
YTD11
|
% Ch.
|
|
In Natura
|
1,571
|
1,396
|
13
|
6,709
|
6,011
|
12
|
Poultry
|
1,349
|
1,199
|
13
|
5,382
|
4,863
|
11
|
Pork/Beef
|
222
|
197
|
13
|
1,326
|
1,148
|
16
|
Processed Foods
|
269
|
252
|
7
|
1,518
|
1,316
|
15
|
Other Sales
|
9
|
38
|
(77)
|
8
|
33
|
(77)
|
Total
|
1,849
|
1,686
|
10
|
8,234
|
7,360
|
12
|
The Company reported the following scenario for its principal markets during the quarter:
Middle East –
While volumes were 12.1% higher in 3Q11, export revenue recorded an increase of 46.5%. Indeed, the market has managed to recover from the aftermath of the Arab Spring. The good performance also reflects the strategy of increasing the penetration of the Sadia brand in the Middle East. The announcement of the acquisition of an equity stake of 49% in the capital stock of Federal Foods in Abu Dhabi, will bring fresh vigor to the Company’s distribution business in the UAE.
Far East
–
Just as in the case of the preceding quarter, the decline in exports to Hong Kong continued to be mitigated by the increase in exports to China, reflecting a strategy of capturing better returns from the operation. Export volume was 15.5% higher than in 3Q11. Export revenues accompanied this trend in volume and rose by 10.7%. The prospects for business activity in the region are sustained by the approaching Chinese New Year celebrations – a period representing a seasonal peak in terms of both volume and also prices – as well as the liberation on the part of the Chinese authorities of new pork and poultry processing units for exports to the Chinese market. Locally held inventory in the Japanese market continues to place a drag on recovery in performance for this region.
Europe –
The economic crisis in Europe brought difficulties to the market throughout the year, although the need for a global increase in prices has already impacted the region as well. While there was a higher of 5.4% in volume compared with 3Q11, revenues remained stable. Another factor contributing to the region’s performance is the focus on local production of higher value-added items (Plusfood).
Eurasia –
Despite the Russian trade ban on the large majority of Brazilian plants, the market has been showing a good performance with a 100.6% growth in revenue, albeit against 86.3% higher volumes. The Company has been refocusing its presence to other consumer markets. The Ukraine has been reaching the levels of one of the largest pork importers.
South America
–
The end of the trade barriers on pork exports to Argentina and the consequent recovery in shipments has brought very positive results for the market. Additionally, business with Argentina has gained in relative importance in the region with the incorporation of the activities of Quickfoods, revenue having grown by 47.5% although volumes increased 32.4%.
Africa and other countries -
In Africa, the Company reported good business with the growth in revenue despite a decline in export volume, the result of the strategy of enhancing the portfolio in the region. A highlight was the Libyan market in which the prices of whole chicken matched levels practiced in some regions of the Middle East. An expected highlight for this year-end is the recovery in chicken breast exports to
South Africa. On the other hand, the Venezuelan market remained close. As a result total volumes for Africa and other countries declined 26.6% as did revenue by 17.6%.
30
Exports by Region
Dairy Products –
Dairy product revenue totaled R$ 692.3 million, an increase of 4.8% with volumes up by 2.7% with average prices improving by 2.1% while average costs were 4.0 higher. Operating margins recovered year-on-year from a fall of 3.2% to 0.5% compared with 3Q11 although operating results for the business remained negative at R$ 3.7 million, principally a reflection of dry line products – UHT milk.
For the accumulated period, revenue from dairy products reached R$ 2.0 billion – 5.6% over the preceding year, with volumes 1.0% up and average prices and costs higher by 4.6% and 4.5%, respectively. Consequently, the operating result was a negative R$ 1.8 million against R$ 10.9 million in 9M11.
New product launches and enhancement of the refrigerated products mix continue to be a priority as a means of ramping up the segment’s results. The Company launched 15 new products in the quarter.
|
|
|
|
|
|
|
DAIRY
|
THOUSAND TONS
|
R$ MILLION
|
3Q12
|
3Q11
|
% Ch.
|
3Q12
|
3Q11
|
% Ch.
|
|
Dry Division
|
197
|
203
|
(3)
|
425
|
434
|
(2)
|
Fresh and Frozen Division
|
53
|
63
|
(15)
|
252
|
227
|
11
|
Other Sales
|
22
|
-
|
-
|
16
|
-
|
-
|
Total
|
273
|
266
|
3
|
693
|
661
|
5
|
|
DAIRY
|
THOUSAND TONS
|
R$ MILLION
|
YTD12
|
YTD11
|
% Ch.
|
YTD12
|
YTD11
|
% Ch.
|
|
Dry Division
|
598
|
640
|
(7)
|
1,246
|
1,302
|
(4)
|
Fresh and Frozen Division
|
165
|
179
|
(8)
|
752
|
629
|
19
|
Other Sales
|
64
|
-
|
-
|
42
|
-
|
-
|
Total
|
827
|
819
|
1
|
2,040
|
1,932
|
6
|
Food service –
Revenues for this segment reported R$ 354.0 million in the quarter – 8.0% higher, on 2.6% greater volume, an improvement of 5.3% in average prices against 10.5% higher average costs, thus reducing the operating margin from 17.7% to 7.7%, the operating result totaling R$ 27.4 million against R$ 57.9 million (52.7% down).
Accumulated nine-month revenue rose 9.2% to R$ 1.0 billion, on 5.7% higher volume, reaching an operating margin of 9.3% against 14.7% in 9M11 and an operating result of R$ 98.2 million – 31.2% down on 9M11.
31
Weaker operating results from food service continue to reflect the diversion of in-natura products from the export market, thus altering the sales mix, as well as one-off deceleration in the segment, the result of greater competition for Brazilian disposable household incomes.
The Company launched 18 products in the food service line: Subway Salami; Breaded Products; Platform pork ribs; 9 special KFC cuts – Chile; Dobon Beef; Sweet Milk; KFC Canada and England filet steaks. Sadia and Perdigão Kits – Collections 2012 (3Q12).
|
|
|
|
|
|
|
FOOD SERVICE
|
THOUSAND TONS
|
R$ MILLION
|
3Q12
|
3Q11
|
% Ch.
|
3Q12
|
3Q11
|
% Ch.
|
|
Total
|
53
|
52
|
3
|
354
|
328
|
8
|
|
FOOD SERVICE
|
THOUSAND TONS
|
R$ MILLION
|
YTD12
|
YTD11
|
% Ch.
|
YTD12
|
YTD11
|
% Ch.
|
|
Total
|
166
|
157
|
6
|
1,060
|
970
|
9
|
Net Sales
–
BRF reported net operating sales of R$ 7.2 billion in the quarter, an increase of 14.3%, the result of organic growth, the incorporation of Quickfood, Argentina and an expanded portfolio thanks to innovation with the launch of various products and categories designed to cushion the impact of asset transfers in the quarter in line with the agreement with CADE (TCD).
For the first nine month of the year, revenues increased 9.5%, reaching R$ 20.4 billion, representing the production and commercial teams efforts to overcome the adversities, in addition to complex factors as: the adverse international scenario and a reduction in volume of assets (plants and distribution) transferred to third parties under the TCD process as well as the discontinuation of specific categories of the Perdigão and Batavo brands as announced in a material fact.
Breakdown of Net Sales 3Q12(%)
32
Cost of Sales –
Cost of sales rose 20.9% in relation to 3Q11, recording R$ 5.7 billion. The cost of sales reported an increase proportionally greater than sales revenue,
squeezing margins during the quarter. The principal impacts on costs of products sold were:
1)
the significant increase in the cost of the principal raw materials – corn and soybeans due to failure of the American grain crop;
2)
industry-wide readjustments as a result of collective wage bargaining;
3)
an increase in items restated against the foreign exchange rate such as: packaging, freight, vitamins;
4)
temporary spike in production costs due to the breakup of certain parts of the Company with the implementation of the TCD process.
For the first nine months of the year, selling costs were R$ 16.0 billion, registering an increase of 15.2%, reflecting the higher costs of the leading raw materials and other production costs. In addition to cost pressure on raw materials, we are incurring transitory costs (plants running below maximum capacity and lower productivity) from the implementation of the TCD.
Gross Profit and Gross Margin –
Gross Profit amounted to R$ 1.5 billion, a 5.0% reduction in the quarter with a gross margin 4.3 percentage points lower than reported for 3Q11, declining from 25.5% to 21.2%. In spite of the positive commercial performance in sales, margins remained under pressure from rising costs. For the accumulated nine-month period, Gross Profit reached R$ 4.4 billion, a fall of 7.5%, equivalent to a gross margin of 21.4% against 25.3%, also squeezed by higher production costs, albeit mitigated by the gradual recovery in performance reported by the principal markets for the Company’s operations.
Operating Expenses –
Thanks to its efforts to reduce overall expenses, BRF was able to reduce operating expenses by 0.7 percentage points in the quarter from 17.3% to 16.6% of net operating sales, reporting a nominal increase below the gain in sales revenue.
Commercial expenses as a percentage of net sales remained stable, although there was a growth of 31.4% in variable expenses due to:
1)
investments in the development of new lines and products (innovation), product launches and marketing campaigns;
2)
increase of operations in the logistics chain, also significantly impacted by the TCD process (transfer of assets and repositioning of the portfolio and distribution channels);
3)
port and transportation employee strikes at the beginning of the quarter.
Administrative expenses and fees fell 20.9% due to the simplification of BRF’s administrative intra-group structure and the lower disbursements in consultancy fees in the quarter (In 3Q11, significant payments were made to consultancies advising the Company on negotiations with CADE for approving the merger).
In 9M12, operating expenses totaled R$ 3.4 billion with an increase of 12.2%, notably impacted by selling expenses which increased 14.8% and mitigated by administrative expenses which fell 10.1% for the aforementioned reasons and also reflected in the quarter’s results.
Other Operating Expenses
– The increase of 61.7% covers costs with the pre-operational phase of the new industrial units, insurance claims, provisions for tax risks and results of divestments under the TCD in other operating expenses as well as revenues from the reversal of provisions, recovery of expenses and leasing with third parties. In line with IFRS regulations, expenses with profit sharing are also booked under this item.
For the first nine months of 2012, there was a 0.4% decline in this item due to gains in third party leasing, with the leasing of the Carambei-PR facility to Marfrig.
The key factor in this item is the result of the divestment of assets under the TCD process (R$
33
30.3 million in 3Q11 and R$ 104.4 million for the year to date) due to the non-cash
effect and corresponding to the value of the evaluation of the asset sales in relation to their book value.
Operating Result before Financial Expenses and Operating Margin
– In the light of the above explanations, the operating result before net financial expenses reached R$ 232.1 million in the quarter –49% down in relation to 3Q11 from an operating margin of 3.2% net sales against 7.2%. The 4.0 percentage point decrease is due to a combination of adverse factors during the quarter: inflated local inventory in the Japanese market; pressure on variable commercial costs and expenses; and extraordinary expenses due to the transitory process of transferring assets in accordance with the provisions of the TCD.
These factors, associated with the gradual recovery in exports and the loss of revenue from divested assets (TCD) also explains the operating result against financial expenses reported in the accumulated period of R$ 780.7 million, 47.7% below the result reported in the same period of 2011, with a squeeze of 4.2 percentage points on the reported operating margin.
Financial Result –
Net financial expenses amounted to R$ 117.2 million in the quarter, registering a fall of 37.2%, that is, a gain of R$ 69.3 million when compared to 3Q11, which reported non-cash effects of currency variation on liabilities.
In 9M12, net financial expenses totaled R$ 479.7 million, a 63.1% increase, especially due to higher debt levels as a result of the currency effect and the need to allocate cash to support investments in Capex
and working capital
,
due to reduced cash generation in the period.
Financial expenses due to exchange variation were 12% of net financial expenses during the quarter and 37% in 9M12, although this is not reflected in any cash disbursement.
|
|
|
|
|
|
DEBT - R$ Million
|
|
09.30.12
|
|
12.31.11
|
Current
|
Non-Current
|
Total
|
Total
|
% Ch.
|
|
Local Currency
|
(1,378)
|
(1,614)
|
(2,992)
|
(3,330)
|
(10)
|
Foreing Currency
|
(1,597)
|
(4,854)
|
(6,451)
|
(4,995)
|
29
|
Gross Debt
|
(2,975)
|
(6,468)
|
(9,443)
|
(8,324)
|
13
|
Cash Investments
|
|
|
|
|
|
Local Currency
|
644
|
51
|
695
|
1,133
|
(39)
|
Foreing Currency
|
1,472
|
45
|
1,517
|
1,690
|
(10)
|
Total Cash Investments
|
2,116
|
96
|
2,212
|
2,823
|
(22)
|
Net Accounting Debt
|
(842)
|
(6,282)
|
(7,125)
|
(5,408)
|
32
|
Exchange Rate Exposure - US$ Million
|
|
|
(519)
|
(471)
|
-
|
In the light of the high level of exports, the Company conducts operations with the specific purpose of currency hedging. In accordance with hedge accounting standards (CPC 38 and IAS 39), financial derivatives (for example: NDF) and non-derivative financial instruments (for example: foreign currency debt) are used for conducting hedging operations and concomitantly, to eliminate the respective unrealized foreign exchange rate variations from the income statement (under the Financial Expenses line).
The use of non-derivative financial instruments for foreign exchange cover, continues to permit a significant reduction in the net currency exposure in the balance sheet, resulting in substantial benefits through the matching of currency liability flows with export shipments and therefore contributing to a reduction in the volatility of the financial result.
34
On September 30, 2012, the non-financial derivative instruments designated as hedge accounting for foreign exchange cover amounted to USD 631.4 million, and a proportional reduction in book currency exposure of the same value. In addition, the
financial derivative instruments designated as hedge accounting according to the concept of a cash flow hedge for coverage of highly probable exports, totaled USD 1,312 million + EUR 199 million + GBP 61.9 million and also contributed directly to the reduction in currency exposure. In both cases, the unrealized result for foreign exchange rate variation was booked to shareholders’ equity, thus avoiding the impact on the Financial Expenses.
The Company’s net debt was R$ 7.1 billion, 32% more than reported for December 31, 2011, resulting in a net debt to EBITDA ratio (last twelve months) of 2.76 times with a book currency exposure of US$ 519 million.
Net Debt – R$ million
Income Tax and Social Contribution
–
Income tax and social contribution totaled a negative R$ 26.1 million in the quarter against a positive R$ 87.7 million in 3Q11 due
to differences in tax rates on earnings of foreign subsidiaries and the foreign exchange translation effect on overseas investment. This increase is a combination of a higher tax base and smaller adjustments for other taxes which compensate the tax benefits accruing to payments of interest on shareholders’ equity.
For the full nine months, income tax and social contribution represented a negative R$
48.2 million against a positive R$ 43.4
million in the same period of the previous year due to the differences in tax rates on results for the overseas subsidiaries and the foreign exchange translation effect on overseas investment
.
Participation of non-controlling shareholders
–
The result of R$ 2.1 million against R$ 8.9 million in 3Q11 recorded for this item reflects the consolidation of results of the subsidiaries acquired in Argentina through Avex and as from 3Q12, the incorporation of the results of Quickfoods added to the results of the Al Wafi and Plusfood subsidiaries among others.
Net Income and Net Margin –
In the light of the foregoing, BRF reported net income of R$ 90.9 million in the quarter, equivalent to a net margin of 1.3%, a year-on-year reduction of 75.1% due to narrower margins in the quarter, in turn a reflection of production costs which rose proportionally faster than sales revenue. For the accumulated period for the year, the Company was able to report a net income of R$ 250.5 million, 79.9% down on the same period 2011 with net margin at 1.2% compared with 6.7% and reflecting
35
weaker performance posted for the principal business segments and financial expenses impacted by currency variation.
EBITDA –
EBITDA (operating cash generation) reached R$ 565.2 million, a 21.8% decline, recording an EBITDA margin of 7.9% against 11.5% in 3Q11, down by 3.6 percentage points. In 9M12, accumulated EBITDA was R$ 1.7 billion, 28.5% below the
same item for 9M11, with an EBITDA margin of 8.2% against 12.5% reported for the same period in 2011, for reasons already explained above.
|
|
|
|
|
|
|
EBITDA - R$ Million
|
3Q12
|
3Q11
|
% Ch.
|
YTD12
|
YTD11
|
% Ch.
|
|
Net Income
|
91
|
365
|
(75)
|
250
|
1,246
|
(80)
|
Non Controlling Shareholders
|
(2)
|
(9)
|
-
|
2
|
(4)
|
-
|
Income Tax and Social Contribution
|
26
|
(88)
|
-
|
48
|
(43)
|
-
|
Net Financial
|
117
|
187
|
(37)
|
480
|
294
|
63
|
Equity Accounting and Other Operating Result
|
91
|
51
|
79
|
162
|
170
|
(5)
|
Depreciation and Amortization
|
242
|
217
|
12
|
719
|
662
|
9
|
= EBITDA
|
565
|
723
|
(22)
|
1,662
|
2,325
|
(28)
|
EBITDA - QUARTERLY
*3Q09 Proforma
Shareholders’ Equity –
On September 30, 2012, Shareholders’ Equity was R$ 14.2 billion against R$ 14.1 billion on December 31, 2011, a 0.6% increase and reflecting a 4.2% return on annualized investment.
Performance –
Average daily financial volume traded on the BM&FBovespa and NYSE was US$ 76 million, 16% below levels reported for 9M11, reflecting the high comparative base in 2011 due to the surge in trading volume in the Company’s shares/ADRs in the aftermath of CADE’s approval of the merger between BRF and Sadia. Nevertheless, the financial volume for the quarter was still double the Company’s historical average. The quarterly performance was a 15.2% return on shares and 13.9% on ADRs, well above the performance of the BM&FBovespa and NYSE stock indices.
36
|
|
|
|
|
|
|
PERFORMANCE
|
3Q12
|
3Q11
|
YTD12
|
YTD11
|
|
|
|
Share price - R$*
|
35.01
|
32.18
|
35.01
|
32.18
|
Traded Shares (Volume) - Millions
|
159.0
|
172.7
|
449.9
|
482.1
|
Performance
|
15.2%
|
21.4%
|
(3.9%)
|
17.7%
|
Bovespa Index
|
8.9%
|
(16.2%)
|
4.3%
|
(24.5%)
|
IGC (Brazil Corp. Gov. Index)
|
6.0%
|
(12.7%)
|
11.0%
|
(18.9%)
|
ISE (Corp. Sustainability Index)
|
1.0%
|
(10.1%)
|
12.5%
|
(11.0%)
|
|
|
|
Share price - US$*
|
17.30
|
17.53
|
17.30
|
17.53
|
Traded Shares (Volume) - Millions
|
147.0
|
148.1
|
383.5
|
379.5
|
Performance
|
13.9%
|
1.2%
|
(11.5%)
|
3.9%
|
Dow Jones Index
|
4.3%
|
(12.1%)
|
10.0%
|
(5.7%)
|
|
* Closing Price
|
|
|
|
|
Financial Trading Volume YTD12
|
Average US$ 76 million /day (16% below YTD11)
|
Share Performance
37
ADRs Performance
DISPERSED CONTROL
Baseline: September 30, 2012
Number of Common Shares: 872,473,246
Capital Stock: R$ 12.6 billion
Novo Mercado -
BRF signed up to the
BM&FBovespa’s Novo Mercado Listing Regulations on April 12, 2006, requiring it to settle disputes through the Market Arbitration Panel under the arbitration commitment clause written into its bylaws and regulations.
Risk Management -
BRF and its subsidiaries adopt a series of previously structured measures for maintaining the risks inherent to its businesses under the most rigorous control, details being shown under explanatory note 4 of the Financial Statements. Risks involving the markets in which the Company operates sanitary controls, grains, nutritional safety and environmental protection as well as internal controls and financial risks are all monitored.
Independent Audit –
In our relations with the Independent Auditor, we endeavor to
38
assess conflicts of interest with non-audit work based on the principle that the auditor should not audit its own work, exercise managerial functions and promote our interests.
Pursuant to CVM Instruction 480/09, at a meeting held on August 13, 2012, management declares that it has discussed, reviewed and agreed the opinions expressed in the revision report of the independent auditors and with the quarterly information for the year ending September 30, 2012.
Sustainability –
One of BRF’s values is the commitment to sustainable development resting on economic-financial, social and environmental pillars and aligned to the guidelines of the Global Reporting Initiative – GRI. BRF is today a Company in conformity with application Level A in its annual and sustainability report. Each year, it shows progress in relation to sustainability, principally in performance indicators, highlighting environmental aspects such as: use of materials, waste, effluent, biodiversity, impact of transportation and innovation to reduce the impacts of products. In respect to social indicators, BRF has been improving its information reporting on the management and monitoring of the value chain and impacts on local, national and international operations.
BRF has an outstanding participation in the leading BM&FBovespa stock indices, being one of the companies showing the best liquidity and ranking second in the ISE – Corporate Sustainability Stock Index. The Company is also a key component in the Carbon Efficient Stock Index - ICO2 and in the IGC – Corporate Governance Stock Index.
Remuneration to Shareholders –
On June 18, 2012, the Board of Directors approved a payout to shareholders in the total amount of R$ 100.0 million, corresponding to a gross R$ 0.11501051 per share, payment taking place on August 15,2012, as interest on shareholders’ equity with due retention of Income Tax at Source in line with the prevailing legislation.
Merger of BRF and Sadia –
During the quarter, the process involving the asset exchange agreement with Marfrig, and established with the CADE was concluded. The agreement required the temporary discontinuation of some Perdigão and Batavo brand categories in addition to the transfer of some industrial units.
On the other hand, BRF took control of Quickfood in Argentina, holder of the leading hamburger brand in the local market. In expanding its footprint in South America, the Company reiterates its goal of overseas growth together with organic expansion already underway in Brazil, thus laying the foundations for sustained growth in line with the objectives of the BRF 15 Strategic Plan.
Synergies captured in the course of 3Q12 amounted to R$ 154 million, representing an accumulated R$ 516 million of net synergies before tax. This is in line with Company expectations for the fiscal year and does not incorporate TCD-related transitory costs and expenses (temporary costs not susceptible to segregation).
39
|
|
|
Awards/Highlights
|
Awarded by:
|
Reason
|
Best Companies
for their Shareholders
|
Capital Aberto Magazine
|
Highlight for: market value; liquidity; creation
of value (variation of EVA and TSR-RE); share
performance; corporate governance and
sustainability.
|
Best Company in
Corporate Governance
|
Época Negócios Magazine
|
Recognized for its high degree of disclosure
and excellent practices of Corporate Governance.
In 2011, the Company reached the maximum
score(A) in its Annual and Sustainability
Report, which adheres to the GRI-
Global Reporting Initiative guidelines.
|
Highlight in the Dimensions:
Financial Performance
Innovation and
Social Responsibility
|
Época Negócios Magazine
|
Among the best companies in the food sector
in the categories.
|
Best CEO
Best CFO
Best IR Program
|
Institutional Investor - II
|
Best in the Food and Beverage Sector in
Latin America according to global investors and
analysts.
|
ABERJE Award
Southeast Region
|
Aberje
|
For the case study: Judgment of the Perdigão
– a merger in the Integrated Communication Category
|
Best Company in the
Meats Industry Sector
|
Globo Rural Magazine
|
. Evaluation based on the economic-financial
indicators conducted by Serasa Experian.
|
SOCIAL REPORT
At the end of 3Q12, BRF had a headcount of 114,450 plus 1,392 apprentices and 530 interns. A total of 8,849 employees were transferred together with divested units.
Focus on Human Capital –
BRF runs leader
s
development programs for the full range of hierarchical levels. During 2012, the Company launched the Leaders Development Program at the production units to prepare professionals who are deemed as potential candidates for occupying future supervisory positions, thus assuring their development and succession. Up to the present, BRF has run five group courses with the participation of 137.
The Company also launched an e-learning Leaders Induction course with content which covers from institutional aspects to essential information for the daily routine of the new manager. This course caters not only for recently hired or promoted leaders but also for the recycling of all the professionals that occupy positions of leadership in the Company. In the first half of 2012, ten Programs were held based on the Individual Development Plans (PDI) for executives dealing with collective themes for managerial level personnel. A total of 33 group courses were held with the participation of 486 managers as well as enrollments for other courses and outside refresher courses as called for in the PDI’s. In the third quarter. The first Leadership Development Program group completed the program, this with the aim of promoting the acceleration and development of the executives. During the same quarter, a second group began the program, scheduled for conclusion in October 2013.
This year, the Company has expanded the Our Way of Leading program for supervisory and coordination positions and now contemplating the corporate and administrative areas. The aim of the program is training in management skills. Up to the end of April 2013, about 2,200 professionals will undergo this training. During
40
2011/2012 BRF also begun a new program, the MBTI Workshop, also directed at managers and officers, using the same strategy of breaking down the concepts of
leadership and management. By the end of the first half of 2013, all business areas will have the opportunity to take part in this program.
The number of places in the Interns Program for the formation of future young professionals has been expanded. The Company also runs the Trainees Program, the current group of 30 having begun the course in January 2012 following a selection process involving a total of 19 thousand candidates. The selection process for the 2013 program is already underway.
In the first half of 2012, BRF selected three young professionals for the Summer Project for identifying potential among those from the world’s most prestigious MBA schools and providing them with the opportunity to acquire professional knowledge in the Company’s strategic areas. In addition to fostering the exchange of information with the teaching institutions, the potential candidates are appraised for possible hiring at the end of the program. In the third quarter, the Company began the disclosure of the 2013 program for the selection of the Project’s participants. During the period, visits were made to American universities such as Chicago Booth and Kellogg, as well as to the “MBA Brazil Networking” event in New York. BRF aims to increase the quantity of participants in relation to 2012.
During the quarter, BRF invested heavily in training the sales force. Seven TV commercials were standardized and used for training and development of the teams as well as for evaluating the performance of domestic market salesmen, participation involving a total of 2,360 professionals. On the same theme, the Company held the Initial Training in Sales program, preparing more than 115 sales supervisors for multiplication of content to the teams, and the Promoter Development Program, for on-site training of 4,600 company promoters. A total of 66 new sales personnel were trained for the Domestic market and a further 44 for Food Services. During the period training was also begun to meet the demand for end of year commemorative kits. Some 70 temporary new sales people have been trained to man the Call Center and training will also be given to store demonstrators and shelf stockers at the points of sale.
SSMA
–
For matters relating to health, safety and environment, the Company runs its Health, Safety and Environmental – SSMA project initially covering BRF’s operating areas, the focus being on safe behavior, employee and outsourced personnel health and sustainability. Thanks to the results and the need to extend the practice, in October 2010, an expansion project was begun for all areas, also benefiting the communities surrounding BRF’s units.
Thanks to the successful implementation at the Perdigão units, BRF has now expanded the project to include the operations of the old Sadia units. Conclusion of this phase is expected in 2013. In the light of BRF’s international expansion, the intention is to introduce the SSMA Project to the units in other countries, so standardizing the culture and management throughout the Company.
The accident frequency rate with time off work has fallen 33% in less than a year (the accident frequency rate is the total number of accidents with time off work divided by a million man/hours worked according to NBR 14.280) and corresponding to 24% of what the rate was in 2006. This can be considered as one of the most
41
successful cases of implementing an Occupational Health and Safety System with some plants achieving levels comparable with world class companies.
Stock Option Plan –
The Company has granted a total of 7,247,695 stock options to 254 executives, the maximum vesting period being five years according to the
Compensation Plan Regulations based on the shares approved on March 31, 2010 and amended on April 24, 2012 at the Annual and Extraordinary General Shareholders’ Meeting. The plan contemplates the CEO, vice presidents, officers and executive managers.
Added Value – R$ million
|
|
|
|
Added Value Distribution
|
YTD12
|
YTD11
|
% Ch.
|
|
Human Resources
|
2,904
|
2,734
|
6
|
Taxes
|
2,576
|
2,587
|
(0)
|
Interest
|
1,463
|
1,182
|
24
|
Interest on shareholders' equity
|
100
|
292
|
(66)
|
Retention
|
150
|
954
|
(84)
|
Non-controlling shareholders
|
2
|
(4)
|
(158)
|
Total
|
7,196
|
7,745
|
(7)
|
42
|
|
|
|
BRF - Brasil Foods S.A.
|
PUBLIC COMPANY
|
|
CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
|
|
|
BALANCE SHEET - R$ Million
|
09.30.2012
|
31.12.2011
|
% Ch.
|
|
Assets
|
31,602
|
29,983
|
5
|
Current Assets
|
11,363
|
11,124
|
2
|
Cash and cash equivalents
|
1,507
|
1,367
|
10
|
Financial investments
|
609
|
1,373
|
(56)
|
Accounts receivable
|
2,659
|
3,208
|
(17)
|
Recoverable taxes
|
1,185
|
908
|
31
|
Assets held for trading
|
27
|
19
|
43
|
Securities receivable
|
64
|
57
|
12
|
Inventories
|
3,436
|
2,679
|
28
|
Biological assets
|
1,387
|
1,156
|
20
|
Other financial assets
|
17
|
23
|
(30)
|
Other receivables
|
403
|
234
|
72
|
Anticipated expenses
|
69
|
100
|
(31)
|
|
|
|
|
Non-Current Assets
|
20,239
|
18,860
|
7
|
Long-term assets
|
5,332
|
4,655
|
15
|
Financial investments
|
96
|
83
|
15
|
Accounts receivable
|
12
|
2
|
398
|
Escrow deposits
|
325
|
228
|
42
|
Biological assets
|
401
|
387
|
3
|
Securities receivable
|
162
|
147
|
10
|
Recoverable taxes
|
734
|
745
|
(1)
|
Deferred taxes
|
2,821
|
2,629
|
7
|
Other receivables
|
781
|
430
|
82
|
Anticipated expenses
|
1
|
3
|
(80)
|
|
|
|
|
Permanent Assets
|
14,907
|
14,205
|
5
|
Investments
|
29
|
20
|
41
|
Property, plant and equipment
|
10,214
|
9,798
|
4
|
Intangible
|
4,664
|
4,386
|
6
|
|
|
|
|
Liabilities
|
31,602
|
29,983
|
5
|
Current Liabilities
|
7,448
|
7,988
|
(7)
|
Loans and financing
|
2,654
|
3,452
|
(23)
|
Suppliers
|
3,267
|
2,681
|
22
|
Payroll and mandatory social charges
|
596
|
434
|
37
|
Taxes payable
|
233
|
225
|
4
|
Dividends/interest on shareholders’ equity
|
1
|
313
|
(100)
|
Management and staff profit sharing
|
18
|
224
|
(92)
|
Other financial liabilities
|
321
|
271
|
19
|
Provisions
|
122
|
118
|
3
|
Other liabilities
|
235
|
269
|
(13)
|
|
|
|
|
Non-Current Liabilities
|
9,951
|
7,886
|
26
|
Loans and financing
|
6,468
|
4,601
|
41
|
Suppliers
|
16
|
5
|
238
|
Taxes and social charges payable
|
23
|
29
|
(21)
|
Provision for tax, civil and labor contingencies
|
826
|
835
|
(1)
|
Deferred taxes
|
1,942
|
1,792
|
8
|
Employee pension plan
|
285
|
266
|
7
|
Other liabilities
|
389
|
357
|
9
|
|
|
|
|
Shareholders’ Equity
|
14,204
|
14,110
|
1
|
Capital stock paid in
|
12,460
|
12,460
|
-
|
Capital reserves
|
93
|
76
|
22
|
Profit reserves
|
1,810
|
1,760
|
3
|
Other related results
|
(240)
|
(162)
|
49
|
Retained profits (losses)
|
250
|
-
|
-
|
Interest on shareholders’ equity
|
(100)
|
-
|
-
|
Transfer to tax credits’ reserve
|
(49)
|
-
|
-
|
Treasury stock
|
(65)
|
(65)
|
(1)
|
Non controlling interest
|
45
|
40
|
13
|
43
|
|
|
|
|
|
|
Financial Statements
R$ million
|
3 Q
|
YTD
|
2012
|
2011
|
Ch. %
|
2012
|
2011
|
Ch. %
|
|
|
|
|
|
|
|
Net Sales
|
7,192
|
6,292
|
14.3
|
20,372
|
18,607
|
9.5
|
|
|
|
|
|
|
|
Cost of sales
|
(5,667)
|
(4,687)
|
20.9
|
(16,013)
|
(13,895)
|
15.2
|
% of NS
|
-78.8%
|
-74.5%
|
-
|
-78.6%
|
-74.7%
|
-
|
|
|
|
|
|
|
|
Gross Profit
|
1,526
|
1,606
|
(5.0)
|
4,359
|
4,712
|
(7.5)
|
% of NS
|
21.2%
|
25.5%
|
-
|
21.4%
|
25.3%
|
-
|
|
|
|
|
|
|
|
Operating Expenses
|
(1,197)
|
(1,091)
|
9.7
|
(3,391)
|
(3,022)
|
12.2
|
% of NS
|
-16.6%
|
-17.3%
|
-
|
-16.6%
|
-16.2%
|
-
|
Selling Expenses
|
(1,102)
|
(971)
|
13.4
|
(3,116)
|
(2,715)
|
14.8
|
% of NS
|
-15.3%
|
-15.4%
|
-
|
-15.3%
|
-14.6%
|
-
|
Fixed
|
(646)
|
(624)
|
3.5
|
(1,805)
|
(1,612)
|
11.9
|
Variable
|
(455)
|
(347)
|
31.4
|
(1,311)
|
(1,103)
|
18.9
|
General and Administrative Expenses
|
(95)
|
(120)
|
(20.9)
|
(275)
|
(306)
|
(10.1)
|
% of NS
|
-1.3%
|
-1.9%
|
-
|
-1.4%
|
-1.6%
|
-
|
Honorary of our administrators
|
(6)
|
(11)
|
(46.9)
|
(11)
|
(15)
|
(23.6)
|
% of NS
|
-0.1%
|
-0.2%
|
-
|
-0.1%
|
-0.1%
|
-
|
General and administrative
|
(89)
|
(109)
|
(18.3)
|
(169)
|
(171)
|
(1.4)
|
% of NS
|
-1.2%
|
-1.7%
|
-
|
-0.8%
|
-0.9%
|
-
|
|
|
|
|
|
|
|
Operating Income
|
329
|
515
|
(36.0)
|
967
|
1,691
|
(42.8)
|
% of NS
|
4.6%
|
8.2%
|
-
|
4.7%
|
9.1%
|
-
|
|
|
|
|
|
|
|
Other Operating Results
|
(101)
|
(63)
|
61.7
|
(202)
|
(202)
|
(0.4)
|
Equity Income
|
4
|
3
|
36.4
|
15
|
5
|
224.6
|
|
|
|
|
|
|
|
Result before financial income
|
232
|
455
|
(49.0)
|
781
|
1,493
|
(47.7)
|
% of NS
|
3.2%
|
7.2%
|
-
|
3.8%
|
8.0%
|
-
|
|
|
|
|
|
|
|
Net Financial Income
|
(117)
|
(187)
|
(37.2)
|
(480)
|
(294)
|
63.1
|
|
|
|
|
|
|
|
Pre-tax income
|
115
|
268
|
(57.2)
|
301
|
1,199
|
(74.9)
|
% of NS
|
1.6%
|
4.3%
|
-
|
1.5%
|
6.4%
|
-
|
Income tax and social contribution
|
(26)
|
88
|
-
|
(48)
|
43
|
-
|
% of pre-tex income
|
-22.8%
|
32.7%
|
-
|
-16.0%
|
3.6%
|
-
|
|
|
|
|
|
|
|
Pre-tax income
|
89
|
356
|
(75.1)
|
253
|
1,242
|
(79.7)
|
|
|
|
|
|
|
|
Participation of non-controlling shareholders
|
2
|
9
|
(76.0)
|
(2)
|
4
|
-
|
|
|
|
|
|
|
|
Net Income
|
91
|
365
|
(75.1)
|
250
|
1,246
|
(79.9)
|
% of NS
|
1.3%
|
5.8%
|
-
|
1.2%
|
6.7%
|
-
|
Net Income
|
91
|
365
|
(75.1)
|
250
|
1,246
|
(79.9)
|
% of NS
|
1.3%
|
5.8%
|
-
|
1.2%
|
6.7%
|
-
|
|
EBITDA
|
565
|
723
|
(21.8)
|
1,662
|
2,325
|
(28.5)
|
% of NS
|
7.9%
|
11.5%
|
-
|
8.2%
|
12.5%
|
-
|
44
|
|
|
|
|
|
|
Cash Flow - R$ million
|
3Q12
|
3Q11
|
Var. %
|
YTD12
|
YTD11
|
Var. %
|
Operating Activities
|
|
|
|
|
|
|
Result for the fiscal year
|
91
|
365
|
(75)
|
250
|
1,246
|
(80)
|
Adjustments to the result
|
529
|
1,055
|
(50)
|
2,376
|
942
|
152
|
|
|
|
|
|
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
Accounts receivable from clients
|
165
|
(86)
|
-
|
544
|
130
|
319
|
Inventory
|
(360)
|
(459)
|
(22)
|
(783)
|
(740)
|
6
|
Interest on Shareholders' Equity received
|
-
|
-
|
|
9
|
6
|
|
Suppliers
|
420
|
164
|
156
|
530
|
181
|
193
|
Payment of contingencies
|
(42)
|
(40)
|
4
|
(135)
|
(181)
|
(26)
|
Interest payments
|
(161)
|
(158)
|
2
|
(373)
|
(370)
|
1
|
Payment of income tax and social contribution
|
(5)
|
(3)
|
67
|
(32)
|
(26)
|
22
|
Salaries, social obligations and others
|
(80)
|
(288)
|
(72)
|
(726)
|
(627)
|
16
|
Net cash provided by operating activities
|
557
|
550
|
1
|
1,661
|
562
|
196
|
|
|
|
|
|
|
|
Investment Activities
|
|
|
|
|
|
|
Financial investments
|
24
|
2
|
1,113
|
21
|
6
|
249
|
Acquisition of companies
|
-
|
-
|
-
|
(11)
|
-
|
-
|
Other investments
|
(6)
|
(1)
|
432
|
(13)
|
(7)
|
86
|
Acquisition of fixed assets
|
(416)
|
(230)
|
81
|
(1,351)
|
(603)
|
124
|
Acquisition of biological assets
|
(121)
|
(168)
|
(28)
|
(359)
|
(381)
|
(6)
|
Recevenue from the sale of fixed assets
|
13
|
1
|
2,083
|
21
|
2
|
1,012
|
Intangible investments
|
(3)
|
(15)
|
(80)
|
(6)
|
(47)
|
(87)
|
Cash from (invested) investment activities
|
(509)
|
(412)
|
24
|
(1,698)
|
(1,030)
|
65
|
Financing activities
|
|
|
|
|
|
|
Loans and financing
|
(549)
|
(195)
|
181
|
587
|
450
|
31
|
Interest on shareholders' equity
|
(100)
|
(292)
|
(66)
|
(440)
|
(502)
|
(12)
|
Acquisitions of treasury shares
|
-
|
(34)
|
-
|
-
|
(72)
|
(100)
|
Goodwill on acquisition of non-controlling shareholders
|
-
|
(12)
|
-
|
-
|
(12)
|
(100)
|
Cash from (invested) in financing activities
|
(649)
|
(534)
|
22
|
148
|
(136)
|
(209)
|
Currency variation on cash and cash equivalents
|
1
|
270
|
-
|
29
|
143
|
(79)
|
Net increase (decrrease) in cash held
|
(600)
|
(126)
|
376
|
140
|
(462)
|
-
|
Cash and cash equivalents at the beginning of the period
|
2,107
|
1,974
|
7
|
1,367
|
2,311
|
(41)
|
Cash and cash equivalents at the end of the period
|
1,507
|
1,849
|
(18)
|
1,507
|
1,849
|
(18)
|
45
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
1.
COMPANY’S OPERATIONS
BRF – Brasil Foods S.A. (“BRF or parent company”) and its subsidiaries (collectively “Company”) is one of Brazil’s largest companies in the food industry. The Company is a public company, listed on the New Market of Brazilian Securities, Commodities & Futures Exchange (“BM&FBOVESPA”), under the ticker BRFS3, and listed on the New York Stock Exchange (“NYSE”), under the ticker BRFS. It´s headquarter is located at 475, Jorge Tzachel Street in the City of Itajaí, State of Santa Catarina. With a focus on raising, producing and slaughtering of poultry, pork and beef, processing and/or sale of fresh meat, processed products, milk and dairy products, pasta, frozen vegetables and soybean derivatives, among which the following are highlighted:
·
Whole chickens and cuts of chicken, turkey, pork and beef cuts;
·
Ham products, bologna, sausages, frankfurters and other smoked products;
·
Hamburgers, breaded meat products and meatballs;
·
Lasagnas, pizzas, vegetables, cheese breads, pies and frozen pastries;
·
Milk, dairy products and desserts;
·
Juices, soy milk and soy juices;
·
Margarine; and
·
Soy meal and refined soy flour, as well as animal feed.
During the last quarter of 2011, the Company's activities started to be segregated into 4 operating segments, being: domestic market, foreign market, food service and dairy products, as mentioned in note 5.
In the domestic market, the Company operates 30 meat processing plants, 13 dairy products processing plants, 2 margarine processing plants, 3 pasta processing plants, 1 dessert processing plant and 3 soybean crushing plant, all of them near the Company’s raw material suppliers or the main consumer centers.
In the foreign market, the Company operates 6 meat processing plants, 1 margarine and oil processing plant, 1 sauces and mayonnaise processing plant, 1 pasta and pastries processing plant, 1 frozen vegetables processing plant and 1 cheese processing plant, and subsidiaries or sales offices in the United Kingdom, Italy, Austria, Hungary, Japan, The Netherlands, Russia, Singapore, United Arab Emirates, Portugal, France, Germany, Turkey, China, Cayman Islands, South Africa, Venezuela, Uruguay and Chile.
The Company has an advanced distribution system and uses 33 distribution centers, to deliver its products to supermarkets, retail stores, wholesalers, food service stores and other institutional customers in the domestic market and exports to more than 140 countries.
46
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The name BRF deploys and adds value and reliability to several trademarks among which the most important are:
Batavo, Claybon, Chester®, Confiança, Elegê, Fazenda, Nabrasa, Perdigão, Perdix, Hot Pocket, Miss Daisy, Nuggets, Qualy, Sadia, Speciale Sadia,
in addition to licensed trademarks such as
Turma da Mônica.
The trademarks
Rezende, Wilson, Texas, Tekitos, Patitas, Escolha Saudável, Light & Elegant, Fiesta, Freski, Confiança, Doriana
and
Delicata
were disposed on June 11, 2012, as disclosed in note 1.2
The table below summarizes the direct and indirect ownership interests of the Company, as well as the activities of each subsidiary:
47
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
1.1.
Interest in subsidiaries
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
|
|
Main activity
|
|
Country
|
|
09.30.12
|
|
12.31.11
|
PSA Laboratório Veterinário Ltda.
|
|
|
|
Veterinary activities
|
|
Brazil
|
|
88.00%
|
|
88.00%
|
Sino dos Alpes Alimentos Ltda.
|
|
(a)
|
|
Industrialization and commercializations of products
|
|
Brazil
|
|
99.99%
|
|
99.99%
|
PDF Participações Ltda.
|
|
|
|
Holding
|
|
Brazil
|
|
1.00%
|
|
1.00%
|
Sino dos Alpes Alimentos Ltda.
|
|
(a)
|
|
Industrialization and commercializations of products
|
|
Brazil
|
|
0.01%
|
|
0.01%
|
Vip S.A. Emp. Part. Imobiliárias
|
|
|
|
Commercialization of ow ned real state
|
|
Brazil
|
|
65.49%
|
|
65.49%
|
Establecimiento Levino Zaccardi y Cia. S.A.
|
|
|
|
Industrialization and commercializations of dairy products
|
|
Argentina
|
|
10.00%
|
|
10.00%
|
Avipal S.A. Construtora e Incorporadora
|
|
(a)
|
|
Construction and real estate marketing
|
|
Brazil
|
|
100.00%
|
|
100.00%
|
Avipal Centro-oeste S.A.
|
|
(a)
|
|
Industrialization and commercializations of milk
|
|
Brazil
|
|
100.00%
|
|
100.00%
|
Establecimiento Levino Zaccardi y Cia. S.A.
|
|
|
|
Industrialization and commercializations of dairy products
|
|
Argentina
|
|
90.00%
|
|
90.00%
|
UP! Alimentos Ltda.
|
|
|
|
Industrialization and commercializations of products
|
|
Brazil
|
|
50.00%
|
|
50.00%
|
Perdigão Trading S.A.
|
|
(a)
|
|
Holding
|
|
Brazil
|
|
100.00%
|
|
100.00%
|
PSA Laboratório Veterinário Ltda.
|
|
|
|
Veterinary activities
|
|
Brazil
|
|
12.00%
|
|
12.00%
|
PDF Participações Ltda.
|
|
|
|
Holding
|
|
Brazil
|
|
99.00%
|
|
99.00%
|
Heloísa Ind. e Com. de Produtos Lácteos Ltda.
|
|
|
|
Industrialization and commercializations of dairy products
|
|
Brazil
|
|
100.00%
|
|
100.00%
|
Crossban Holdings GmbH
|
|
|
|
Holding and trading
|
|
Austria
|
|
100.00%
|
|
100.00%
|
Perdigão Europe Ltd.
|
|
|
|
Import and commercialization of products
|
|
Portugal
|
|
100.00%
|
|
100.00%
|
Perdigão International Ltd.
|
|
|
|
Import and commercialization of products
|
|
Cayman Island
|
|
100.00%
|
|
100.00%
|
BFF International Ltd.
|
|
|
|
Financial fundraising
|
|
Cayman Island
|
|
100.00%
|
|
100.00%
|
Highline International
|
|
(a)
|
|
Financial fundraising
|
|
Cayman Island
|
|
100.00%
|
|
100.00%
|
Plusfood Germany GmbH
|
|
|
|
Import and commercialization of products
|
|
Germany
|
|
100.00%
|
|
100.00%
|
Perdigão France SARL
|
|
|
|
Marketing and logistics services
|
|
France
|
|
100.00%
|
|
100.00%
|
Plusfood Holland B.V.
|
|
|
|
Administrative services
|
|
The Netherlands
|
|
100.00%
|
|
100.00%
|
Plusfood Groep B.V.
|
|
|
|
Holding
|
|
The Netherlands
|
|
100.00%
|
|
100.00%
|
Plusfood B.V.
|
|
|
|
Industrialization, import and commercializations of products
|
|
The Netherlands
|
|
100.00%
|
|
100.00%
|
Plusfood Wrexham
|
|
|
|
Industrialization, import and commercializations of products
|
|
United Kingdom
|
|
100.00%
|
|
100.00%
|
Plusfood Iberia SL
|
|
|
|
Marketing and logistics services
|
|
Spain
|
|
100.00%
|
|
100.00%
|
Plusfood Italy SRL
|
|
|
|
Import and commercialization of products
|
|
Italy
|
|
67.00%
|
|
67.00%
|
BRF Brasil Foods Japan KK
|
|
|
|
Marketing and logistics services
|
|
Japan
|
|
100.00%
|
|
100.00%
|
BRF Brasil Foods PTE Ltd.
|
|
|
|
Marketing and logistics services
|
|
Singapore
|
|
100.00%
|
|
100.00%
|
Plusfood Hungary Trade and Service LLC
|
|
|
|
Import and commercialization of products
|
|
Hungary
|
|
100.00%
|
|
100.00%
|
Plusfood UK Ltd.
|
|
|
|
Import and commercialization of products
|
|
United Kingdom
|
|
100.00%
|
|
100.00%
|
Acheron Beteiligung-sverwaltung GmbH
|
|
(b)
|
|
Holding
|
|
Austria
|
|
100.00%
|
|
100.00%
|
Xamol Consultores Serviços Ltda.
|
|
(a)
|
|
Import and commercialization of products
|
|
Portugal
|
|
100.00%
|
|
100.00%
|
BRF Brasil Foods África Ltd.
|
|
|
|
Import and commercialization of products
|
|
South Africa
|
|
100.00%
|
|
100.00%
|
Sadia Chile S.A.
|
|
|
|
Import and commercialization of products
|
|
Chile
|
|
40.00%
|
|
40.00%
|
Rising Star Food Company Ltd.
|
|
(d)
|
|
Industralization, import and commercialization of products
|
|
China
|
|
50.00%
|
|
-
|
Quickfood S.A.
|
|
(f )
|
|
Industrialization and commercialization of products
|
|
Argentina
|
|
90.05%
|
|
-
|
Sadia S.A.
|
|
|
|
Industralization and commercialization of products
|
|
Brazil
|
|
100.00%
|
|
100.00%
|
Sadia International Ltd.
|
|
|
|
Import and commercialization of products
|
|
Cayman Island
|
|
100.00%
|
|
100.00%
|
Sadia Uruguay S.A.
|
|
|
|
Import and commercialization of products
|
|
Uruguay
|
|
100.00%
|
|
100.00%
|
Sadia Alimentos S.A.
|
|
(c)
|
|
Import and export of products
|
|
Argentina
|
|
0.02%
|
|
-
|
Sadia Chile S.A.
|
|
|
|
Import and commercialization of products
|
|
Chile
|
|
60.00%
|
|
60.00%
|
Sadia U.K. Ltd.
|
|
|
|
Import and commercialization of products
|
|
United Kingdom
|
|
100.00%
|
|
100.00%
|
Vip S.A. Emp. Part. Imobiliárias
|
|
|
|
Commercialization of ow ned real estate
|
|
Brazil
|
|
34.51%
|
|
34.51%
|
Athena Alimentos S.A.
|
|
(g)
|
|
Industrialization and commercialization of products
|
|
Brazil
|
|
-
|
|
99.99%
|
Sadia Overseas Ltd.
|
|
|
|
Financial fundraising
|
|
Cayman Island
|
|
100.00%
|
|
100.00%
|
Sadia GmbH
|
|
|
|
Holding
|
|
Austria
|
|
100.00%
|
|
100.00%
|
Wellax Food Logistics C.P.A.S.U. Lda.
|
|
|
|
Import and commercialization of products
|
|
Portugal
|
|
100.00%
|
|
100.00%
|
Sadia Foods GmbH
|
|
|
|
Import and commercialization of products
|
|
Germany
|
|
100.00%
|
|
100.00%
|
BRF Foods Limited Liability Company
|
|
|
|
Import and commercialization of products
|
|
Russia
|
|
10.00%
|
|
10.00%
|
Qualy B.V.
|
|
(b)
|
|
Import and commercialization of products
|
|
The Netherlands
|
|
100.00%
|
|
100.00%
|
Sadia Japan KK
|
|
(e)
|
|
Marketing and logistics services
|
|
Japan
|
|
-
|
|
100.00%
|
Badi Ltd.
|
|
|
|
Import and commercialization of products
|
|
United Arab Emirates
|
|
100.00%
|
|
100.00%
|
Al-Wafi
|
|
|
|
Import and commercialization of products
|
|
Saudi Arabia
|
|
75.00%
|
|
75.00%
|
BRF Foods Limited Liability Company
|
|
|
|
Import and commercialization of products
|
|
Russia
|
|
90.00%
|
|
90.00%
|
Baumhardt Comércio e Participações Ltda.
|
|
(h)
|
|
Holding
|
|
Brazil
|
|
-
|
|
73.94%
|
Excelsior Alimentos S.A.
|
|
(h)
|
|
Industralization and commercialization of products
|
|
Brazil
|
|
-
|
|
25.10%
|
Excelsior Alimentos S.A.
|
|
(h)
|
|
Industralization and commercialization of products
|
|
Brazil
|
|
-
|
|
46.01%
|
K&S Alimentos S.A.
|
|
|
|
Industrialization and commercialization of products
|
|
Brazil
|
|
49.00%
|
|
49.00%
|
Sadia Alimentos S.A.
|
|
|
|
Import and export of products
|
|
Argentina
|
|
99.98%
|
|
100.00%
|
Avex S.A.
|
|
(c)
|
|
Industrialization and commercialization of products
|
|
Argentina
|
|
66.12%
|
|
65.58%
|
Flora Dánica S.A.
|
|
(c)
|
|
Industrialization and commercialization of products
|
|
Argentina
|
|
95.00%
|
|
100.00%
|
GB Dan S.A.
|
|
(c)
|
|
Industrialization and commercialization of products
|
|
Argentina
|
|
5.00%
|
|
-
|
Flora San Luis S.A.
|
|
(c)
|
|
Industrialization and commercialization of products
|
|
Argentina
|
|
95.00%
|
|
100.00%
|
Flora Dánica S.A.
|
|
(c)
|
|
Industrialization and commercialization of products
|
|
Argentina
|
|
5.00%
|
|
-
|
GB Dan S.A.
|
|
(c)
|
|
Industrialization and commercialization of products
|
|
Argentina
|
|
95.00%
|
|
100.00%
|
Flora San Luis S.A.
|
|
(c)
|
|
Industrialization and commercialization of products
|
|
Argentina
|
|
5.00%
|
|
-
|
(a)
Dormant subsidiaries.
48
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
(b)
The wholly-owned subsidiary Acheron Beteiligung-sverwaltung GmbH owns 100 direct subsidiaries in Madeira Island, Portugal, with an investment on September 30, 2012 of R$2,184 (R$1,588 as of December 31, 2011), and the wholly-owned subsidiary Qualy B.V. owns 48 subsidiaries in The Netherlands, and the amount of this investment, on September 30, 2012 , is represented by a net capital deficiency of R$9,683 (R$9,363 as of December 31, 2011), the purpose of these two subsidiaries is to operate in the European market to increase the Company’s market share, which is regulated by a system of poultry and turkey meat import quotas.
(c)
Change in the equity interest.
(d)
Establishment of joint venture in China.
(e)
Activities were terminated in July 2012.
(f)
Equity interest acquired on June 11, 2012.
(g)
Disposal of the equity interest on June 11, 2012.
(h)
Disposal of equity interest July 3,2012
1.2.
Performance Commitment Agreement
On June 11, 2012, the Company and Marfrig Alimentos S.A. (“Marfrig”), in accordance to the terms and conditions established by the Administrative Council for Economic Defense (“CADE”) in the Performance Commitment Agreement (“TCD”), signed the conclusion of the Asset Exchange and Other Agreements signed on March 20, 2012 which included the following measures:
(i)
the acquision, by Marfrig, of the entire equity interest of Athena Alimentos S.A. (“Athena”), a company for which the following assets were transferred by BRF:
(a)
all the assets and rights related to the production plants depicted below:
49
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
Processing plant
|
|
State
|
|
Activity
|
|
|
|
|
Pork slaughtering, processing of finished goods, pork
|
Três Passos
|
|
RS
|
|
farms and hatcheries
|
|
|
|
|
Poultry slaughtering, processing of finished goods,
|
Brasília
|
|
DF
|
|
manufacturing of animal feed, pork farms and hatcheries
|
|
|
|
|
Poultry slaughtering, processing of finished goods,
|
São Gonçalo
|
|
BA
|
|
manufacturing of animal feed, pork farms and hatcheries
|
Salto Veloso
|
|
SC
|
|
Processing of finished goods
|
Bom Retiro do Sul
|
|
RS
|
|
Processing of finished goods
|
Lages
|
|
SC
|
|
Processing of finished goods
|
Duque de Caxias
|
|
RJ
|
|
Processing of finished goods
|
Várzea Grande
|
|
MS
|
|
Processing of finished goods
|
Valinhos
|
|
SP
|
|
Processing of finished goods
|
(b)
all the assets and rights related to the following distribution centers:
|
|
|
Location
|
|
State
|
Salvador
|
|
BA
|
Duque de Caxias
|
|
RJ
|
Campinas
|
|
SP
|
Bauru
|
|
SP
|
Brasília
|
|
DF
|
São José dos Pinhais
|
|
PR
|
Ribeirão Preto
|
|
SP
|
Cubatão
|
|
SP
|
(ii)
the Company transferred to Marfrig the entire portfolio of contracts with poultry and pork outgrowers, in order to guarantee the supply to the specific processing plants listed in the item (i a) above;
(iii)
the acquisition, by Marfrig, of the trademarks
Rezende, Wilson, Texas, Tekitos, Patitas, Escolha Saudável, Light & Elegant, Fiesta, Freski, Confiança, Doriana
and
Delicata
, as well as, the intellectual properties rights related to these trademarks; and
(iv)
the acquisition, by Marfrig, of the equity interest held either directly or indirectly by Sadia S.A., equivalent to 64.57% (sixty-four point fifty-seven percent) of the capital of Excelsior Alimentos S.A., transferred to Marfrig on July 2, 2012.
50
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
In exchange to the acquisition and/or disposal of assets and rights listed in the items (i) to (iv) above, the Company acquired:
(i)
the entire equity interest held either directly or indirectly by Marfrig, equivalent to 90.05% (ninety point zero five percent) of the capital of Quickfood S.A. (“Quickfood”), a company based in Argentina; and
(ii)
the right to receive an irrevocable and irreversible the amount corresponding to R$350,000 to be paid as follows:
·
R$25,000 due to June 11, 2012;
·
R$25,000 due to July 1, 2012, adjusted by the variations of the General Market Price Index (“IGP-M”);
·
R$50,000 due to October 1, 2012, adjusted by the variations of the IGP-M; and
·
R$250,000 to be paid in 72 monthly installments, equal and successive, in the amount of R$4,424, which first installment is due to August 1, 2012, subject to the fixed rate of 12.11% p.a.
As a consequence of the complexity of the execution of TCD, the payment terms of the installment R$50,000 and the first three installments of the total of 72 installments previously negotiated are being renegotiated. BRF's Management does not expect significant changes in the financial flow of this transaction.
Additionally, in order to comply with the TCD, it was agreed the transfer of the Company's pork slaughtering and processing manufacturing facility, located in the City of Carambeí, State of Paraná, to Marfrig. The Company recognized an accounts receivable at present value of R$88,556 relative to this transaction recognized on September 30, 2012 in other rights and a net gain of R$48,812, accounted for as other operating income.
As a result of the conclusion of the Asset Exchange and Other Agreements, Marfrig and BRF also signed other agreements mainly related to the supply of raw material, processed products and utility services.
In order to comply with the terms and conditions from CADE, and in accordance with the agreements between BRF and Marfrig, as from July 2, 2012, the following measures were taken:
(i)
temporary suspension of the use of the
Perdigão
trademark, for the following
products and periods:
51
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
Product
|
|
Period
|
Ham products
|
|
3 years
|
Pork festive line
|
|
3 years
|
Smoked sausage and pork sausage
|
|
3 years
|
Salamis
|
|
4 years
|
Lasagna
|
|
5 years
|
Frozen pizzas
|
|
5 years
|
Kibes and meat balls
|
|
5 years
|
Turkey cold cuts light line
|
|
5 years
|
(ii)
temporary suspension of the use of the
Batavo
trademark, related to the products and periods listed in item (i) above.
The accounting effects of the Asset Exchange and Other Agreements signed with Marfrig are presented in note 6.1.
1.3.
Establishment of joint venture in China
On February 14, 2012, the Company disclosed to the market the establishment of
Rising Star Food Company Limited
, a joint venture (“JV”) with the participation of
Dah Chong Hong Limited
(“DCH”), which purpose will be:
(i)
access to the distribution market in Continental China, Hong Kong and Macau including retail and food service channels;
(ii)
local processing of products; and
(iii)
developing the Sadia trademark in these markets.
The Company owns 50% participation in the JV and in April 2012 made a capital investment amount to approximately R$1,300, which is proportional to its participation in the JV.
Management estimates that during the first year of operation, which is scheduled for the second quarter of 2013, the JV will have sales volumes exceeding 140,000 tons and report annual revenues of approximately R$844,000.
52
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
1.4.
Seasonality
The Company does not operate with any significant seasonality impact through the fiscal year, however, in the domestic market, in general, during the fourth quarter the demand in the domestic market is slightly stronger than in the other quarters, mainly due to the year-end celebration such as Christmas and New Years Eve. The most sold products are: turkey,
Chester
® and ham.
2.
MANAGEMENT’S STATEMENT AND BASIS OF PREPARATION AND PRESENTATION OF QUARTERLY FINANCIAL INFORMATION
The Company’s consolidated quarterly financial information are in accordance with the accounting practices adopted in Brazil which comprise the rules issued by the Brazilian Securities Commission (“CVM”) and the pronouncements and interpretations of the Brazilian Accounting Pronouncements Committee (“CPC”), which are in conformity with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).
The Company’s individual quarterly financial information are prepared in accordance with the accounting practices adopted in Brazil and for presentation purposes, are identified as (“BR GAAP”). Such financial statement differs from IFRS in relation to the evaluation of investments in associates and joint ventures, which were measured and recorded based on the equity accounting method rather than at cost or fair value, as is required by IFRS.
The Company’s individual and consolidated quarterly financial information are expressed in thousands of Brazilian Reais (“R$”), as well as the amount of other currencies disclosed in the financial statement, when applicable, are also expressed in thousands.
The preparation of the Company’s quarterly financial information requires Management to make judgments, use estimates and adopt assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, as well as the disclosures of contingent liabilities, as of the reporting date of the quarterly financial information. However, the uncertainty inherent to these judgments, assumptions and estimates could lead to results requiring a material adjustment to carrying amount of the affected asset or liability in future periods.
The settlement of the transactions involving these estimates can result in amounts that are significantly different from those recorded in the quarterly financial information due to the lack of precision inherent to the estimation process. The Company reviews its judgments, estimates and assumptions on a quarterly basis.
53
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The individual and consolidated quarterly financial information were prepared based
on the historical cost except for the following material items recognized in the balance sheet:
(i)
derivative financial instruments measured at fair value;
(ii)
non-derivative financial instruments measured at fair value through the statement of income;
(iii)
financial assets available for sale measured at fair value;
(iv)
assets and liabilities of acquired companies from January 1, 2009 recorded initially at fair value; and
(v)
share-based payments measured at fair value.
54
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
3.
SUMMARY OF ACCOUNTING PRACTICES
The quarterly financial information were prepared according to CVM Deliberation No. 673/11, which establishes the minimum content of interim financial statements and the principles for measurement and recognition of full set or condensed financial statements for an interim period.
The interim financial statements, in this case denominated as quarterly financial information, are aiming to provide updated information based on the last annual financial statements disclosed. Therefore, the quarterly financial information is focused on new activities, events and circumstances and do not duplicate the information previously disclosed, except in the case where Management judged that the maintenance of the information was relevant.
The current quarterly financial information were prepared based on the accounting policies and estimates calculation methodology adopted in the preparation of the annual financial statements for the year ended December 31, 2011 (note 3), except regarding to the adoption of the requirements stated in the paragraph 28 of CVM Deliberation No. 673/11. Thus, from the quarter ended March 31, 2012, the Company started to recognize the income tax expense based on the best estimate of the annual weighted effective tax rate for the fiscal period December 31, 2012, as disclosed in note 14.
There were no changes of any nature related to such policies and estimates calculation methodology. As allowed by CVM Deliberation No. 673/11, Management decided not to disclose again the details of the accounting policies adopted by the Company. Hence, the quarterly financial information must be read in conjunction with the annual financial statements for the year ended December 31, 2011 to allow users to further understand the financial condition and liquidity of the Company and its ability to generate profits and cash flows.
The exchange rates in Brazilian Reais effective at the date of the balance sheets were as follows:
|
|
|
|
|
Final rate
|
|
09.30.12
|
|
12.31.11
|
U.S. Dollar (US$)
|
|
2.0306
|
|
1.8758
|
Euro (€)
|
|
2.6109
|
|
2.4342
|
Pound Sterling (£)
|
|
3.2760
|
|
2.9148
|
Argentine Peso ($)
|
|
0.4327
|
|
0.4360
|
|
Average rates
|
|
|
|
|
U.S. Dollar (US$)
|
|
1.9213
|
|
1.6746
|
Euro (€)
|
|
2.4578
|
|
2.3278
|
Pound Sterling (£)
|
|
3.0307
|
|
2.6835
|
Argentine Peso ($)
|
|
0.4301
|
|
0.4056
|
55
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
4.1.
Overview
In the regular course of its business, the Company is exposed to market risks related mainly to the fluctuation of interest rates, variation of exchange rates and changes in the commodity prices.
The Company utilizes hedging instruments to mitigate its exposure to these risks, based on a Risk Policy under the management of the Financial Risk Management Committee, Board of Executive Officers and Board of Directors. Such policy includes the monitoring of the levels of exposure to each market risk and its measurement is performed based on the accounting exposure and forecast of future cash flows. The tasks of monitoring, evaluation and reporting of financial risk were disclosed in details in the financial statements of 2011 and there were no changes during the nine-months period ended September 30, 2012.
4.1.1.
Breakdown of the balances of exposure in foreign currency
Foreign currency denominated assets and liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Cash and cash equivalents and marketable securities
|
|
168,347
|
|
40,469
|
|
1,517,405
|
|
1,689,551
|
Trade accounts receivable
|
|
83,864
|
|
37,921
|
|
1,399,934
|
|
1,379,420
|
Accounts receivable from subsidiaries
|
|
692,983
|
|
409,061
|
|
-
|
|
-
|
Restricted cash
|
|
-
|
|
-
|
|
8,824
|
|
-
|
Dollar futures agreements
|
|
487,344
|
|
65,801
|
|
487,344
|
|
65,801
|
Inventories
|
|
-
|
|
-
|
|
521,300
|
|
112,267
|
Forward contracts (NDF)
(1)
|
|
180,723
|
|
-
|
|
180,723
|
|
11,255
|
Exchange rate contracts (Swap)
|
|
(34,947)
|
|
(359,369)
|
|
(34,947)
|
|
(359,369)
|
Loans and financing
|
|
(2,707,293)
|
|
(1,268,830)
|
|
(6,129,369)
|
|
(4,723,824)
|
Bond designated as cash-flow hedge
|
|
304,590
|
|
-
|
|
304,590
|
|
-
|
Pre-payment exports designated as cash-flow hedge
|
|
825,294
|
|
1,210,248
|
|
825,294
|
|
1,210,248
|
Trade accounts payable
|
|
(64,703)
|
|
(55,760)
|
|
(449,971)
|
|
(340,300)
|
Advance for pre-payment export from subsidiaries
|
|
(2,353,904)
|
|
(1,763,378)
|
|
-
|
|
-
|
Other assets and liabilities, net
|
|
-
|
|
-
|
|
315,396
|
|
71,948
|
|
|
(2,417,702)
|
|
(1,683,837)
|
|
(1,053,477)
|
|
(883,003)
|
Foreign exchange exposure in US$
|
|
(1,190,634)
|
|
(897,663)
|
|
(518,801)
|
|
(470,734)
|
|
(1)
Offshore non-deliverable forwards (NDFs) are not designated as hedge accounting, impacting financial income and not shareholders' equity.
The total net foreign exchange exposure in the consolidated financial information of the Company as of September 30, 2012, is a liability of US$518,801 and is within the limit established by the Risk Policy.
56
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
4.1.2. Breakdown of the balances of derivative financial instruments
The positions of outstanding derivatives are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B R GA A P and IF R S
|
|
|
|
|
|
|
|
|
P arent co mpany and C o nso lidated
|
|
|
|
|
|
|
|
|
|
|
09.30.12
|
|
|
Subject to
|
|
|
|
|
|
|
|
value
|
|
Market
|
Instrument
|
|
hedge
|
|
Maturity
|
|
Receivable
|
|
Payable
|
|
(notional)
|
|
value (1)
|
Financial instruments designated as hedge accounting
|
|
|
|
|
|
|
|
|
NDF
|
|
Exchange rate
|
|
From 10/2012 to 07/2013
|
|
R$ (Pre of 7.24%)
|
|
US$
|
|
2,664,147
|
|
(95,803)
|
NDF
|
|
Exchange rate
|
|
From 10/2012 to 08/2013
|
|
R$ (Pre of 7.11%)
|
|
EUR
|
|
519,569
|
|
(7,900)
|
NDF
|
|
Exchange rate
|
|
From 10/2012 to 07/2013
|
|
R$ (Pre of 6.78%)
|
|
GBP
|
|
202,784
|
|
(13,048)
|
Fixed exchange rate
|
|
Exchange rate
|
|
From 11/2012 to 04/2013
|
|
R$ (Pre of 7.60%)
|
|
US$
|
|
152,295
|
|
1,427
|
Swap
|
|
Exchange rate
|
|
Up to 03/2014
|
|
R$ (Pre of 9.75%)
|
|
US$ +1.58%
|
|
406,120
|
|
(71,926)
|
Swap
|
|
Exchange rate
|
|
Up to 07/2013
|
|
US$ +7%
|
|
R$ (76%from CDI)
|
|
56,112
|
|
2,043
|
Swap
|
|
Exchange rate
|
|
From 10/2012 to 12/2013
|
|
US$ +LIBOR 3M +3.83%
|
|
R$ (97.50%from CDI)
|
|
330,750
|
|
(3,521)
|
Swap
|
|
Interest rate
|
|
From 10/2012 to 06/2018
|
|
US$ +LIBOR 3M +2.48%
|
|
US$ +4.27%
|
|
406,120
|
|
(24,509)
|
Swap
|
|
Interest rate
|
|
From 10/2012 to 02/2019
|
|
US$ +LIBOR 6M +1.98%
|
|
US$ +5.02%
|
|
936,977
|
|
(80,640)
|
Swap
|
|
Interest rate
|
|
Up to 11/2012
|
|
US$ +LIBOR 12M +0.71%
|
|
US$ +3.70%
|
|
203,060
|
|
(3,925)
|
|
|
|
|
|
|
|
|
|
|
5,877,934
|
|
(297,802)
|
Financial instruments not designated as hedge accounting
|
|
|
|
|
|
|
NDF
|
|
Exchange rate
|
|
Up to 12/2012
|
|
US$
|
|
R$ (Pre- of 5.07%)
|
|
(180,723)
|
|
(855)
|
NDF
|
|
Exchange rate
|
|
Up to 10/2012
|
|
US$ (Pre of - 2.87%)
|
|
EUR
|
|
130,545
|
|
(79)
|
Swap
|
|
Exchange rate
|
|
Up to 03/2015
|
|
R$ (Pre of 8.41%)
|
|
US$ - 0.20%
|
|
34,947
|
|
(5,837)
|
Options
|
|
Live cattle
|
|
From 10/2012 to 12/2012
|
|
R$
|
|
R$
|
|
73,893
|
|
626
|
NDF
|
|
Live cattle
|
|
Up to 12/2012
|
|
R$
|
|
R$
|
|
2,533
|
|
149
|
Future contract
|
|
Exchange rate
|
|
Up to 10/2012
|
|
US$
|
|
R$
|
|
487,344
|
|
(961)
|
Future contract
|
|
Live cattle
|
|
Up to 12/2012
|
|
R$
|
|
R$
|
|
98,917
|
|
62
|
|
|
|
|
|
|
|
|
|
|
647,456
|
|
(6,895)
|
|
|
|
|
|
|
|
|
|
|
6,525,390
|
|
(304,697)
|
|
|
|
|
|
|
|
|
|
|
B R GA A P and IF R S
|
|
|
|
|
|
|
|
|
P arent co mpany and C o nso lidated
|
|
|
|
|
|
|
|
|
|
|
12.31.11
|
|
|
Subject to
|
|
|
|
|
|
|
|
value
|
|
Market
|
Instrument
|
|
hedge
|
|
Maturity
|
|
Receivable
|
|
Payable
|
|
(noti
o
nal)
|
|
value (1)
|
Financial instruments designated as hedge accounting
|
|
|
|
|
|
|
|
|
NDF
|
|
Exchange rate
|
|
From 01/2012 to 11/2012
|
|
R$ (Pre of 9.25%)
|
|
US$
|
|
2,551,088
|
|
(88,150)
|
NDF
|
|
Exchange rate
|
|
From 01/2012 to 11/2012
|
|
R$ (Pre of 7.72%)
|
|
EUR
|
|
769,207
|
|
6,637
|
NDF
|
|
Exchange rate
|
|
From 01/2012 to 11/2012
|
|
R$ (Pre of 7.59%)
|
|
GBP
|
|
201,996
|
|
(5,270)
|
Options
|
|
Exchange rate
|
|
Up to 01/2012
|
|
R$
|
|
US$
|
|
150,064
|
|
(1,308)
|
Swap
|
|
Exchange rate
|
|
Up to 07/2013
|
|
US$ +7%
|
|
R$ (76%from CDI)
|
|
56,112
|
|
1,031
|
Swap
|
|
Exchange rate
|
|
From 10/2011to 12/2013
|
|
US$ +LIBOR 3M +3.83%
|
|
R$ (97.50%from CDI)
|
|
330,750
|
|
(16,702)
|
Swap
|
|
Interest rate
|
|
From 08/2012 to 06/2018
|
|
US$ +LIBOR 3M +1.43%
|
|
US$ +3.92%
|
|
375,160
|
|
(18,102)
|
Swap
|
|
Interest rate
|
|
From 07/2012 to 02/2019
|
|
US$ +LIBOR 6M +1.77%
|
|
US$ +4.80%
|
|
1,095,199
|
|
(74,176)
|
Swap
|
|
Interest rate
|
|
Up to 11/2012
|
|
US$ +LIBOR 12M +0.71%
|
|
US$ +3.70%
|
|
187,580
|
|
(3,593)
|
|
|
|
|
|
|
|
|
|
|
5,717,156
|
|
(199,633)
|
Financial instruments not designated as hedge accounting
|
|
|
|
|
|
|
NDF
|
|
Exchange rate
|
|
From 01/2012 to 11/2012
|
|
US$
|
|
ARS (Pre- of 13.45%)
|
|
11,255
|
|
(47)
|
NDF
|
|
Exchange rate
|
|
Up to 03/2012
|
|
US$ (Pre of 0.54%)
|
|
EUR
|
|
60,855
|
|
515
|
Swap
|
|
Interest rate
|
|
Up to 05/2012
|
|
US$ +LIBOR 3M +3.85%
|
|
US$ +5.78%
|
|
56,274
|
|
(356)
|
Swap
|
|
Exchange rate
|
|
Up to 03/2015
|
|
R$ (Pre of 9.62%)
|
|
US$ +1.40%
|
|
359,369
|
|
(47,802)
|
Options
|
|
Live cattle
|
|
From 01/2012 to 10/2012
|
|
R$
|
|
R$
|
|
33,635
|
|
348
|
NDF
|
|
Live cattle
|
|
Up to 09/2012
|
|
R$
|
|
R$
|
|
1,679
|
|
29
|
Future contract
|
|
Exchange rate
|
|
Up to 01/2012
|
|
US$
|
|
R$
|
|
65,801
|
|
(292)
|
Future contract
|
|
Live cattle
|
|
Up to 10/2012
|
|
R$
|
|
R$
|
|
10,967
|
|
4
|
|
|
|
|
|
|
|
|
|
|
599,835
|
|
(47,601)
|
|
|
|
|
|
|
|
|
|
|
6,316,991
|
|
(247,234)
|
(1)
The market value determination method used by the Company consists of calculating the future value based on the contracted conditions and determining the present value based on market curves, obtained from the
database of Bloomberg and BM&F.
57
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
4.1.3.
Options
As of September 30, 2012, the Company did not have any currency options designated or not as cash flow hedge.
58
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
4.2. Breakdown of the balances of financial instruments designated for cash flow hedge accounting and export revenues
4.2.1.
Non-deliverable forwards – NDF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent company and Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09.30.12
|
NDF
|
|
R$ x USD
|
|
R$ x EUR
|
|
R$ x GBP
|
Maturities
|
|
Curve
|
|
MTM
|
|
Notional
|
|
Average USD
|
|
Curve
|
|
MTM
|
|
Notional
|
|
Average EUR
|
|
Curve
|
|
MTM
|
|
Notional
|
|
Average GBP
|
October 2012
|
|
(21,371)
|
|
(20,843)
|
|
197,000
|
|
1.9269
|
|
(1,287)
|
|
(1,174)
|
|
28,000
|
|
2.5705
|
|
(2,531)
|
|
(2,547)
|
|
8,500
|
|
2.9865
|
November 2012
|
|
(14,139)
|
|
(12,962)
|
|
174,000
|
|
1.9664
|
|
(1,161)
|
|
(1,007)
|
|
20,000
|
|
2.5735
|
|
(2,052)
|
|
(2,034)
|
|
7,500
|
|
3.0267
|
December 2012
|
|
(21,799)
|
|
(20,053)
|
|
198,000
|
|
1.9482
|
|
(1,519)
|
|
(1,229)
|
|
30,000
|
|
2.5954
|
|
(2,018)
|
|
(1,961)
|
|
7,800
|
|
3.0602
|
January 2013
|
|
(20,084)
|
|
(18,707)
|
|
135,000
|
|
1.9181
|
|
(1,501)
|
|
(1,276)
|
|
22,000
|
|
2.5897
|
|
(2,238)
|
|
(2,155)
|
|
6,500
|
|
2.9909
|
February 2013
|
|
(15,174)
|
|
(13,864)
|
|
89,000
|
|
1.9100
|
|
(1,738)
|
|
(1,313)
|
|
15,000
|
|
2.5722
|
|
(1,664)
|
|
(1,602)
|
|
5,500
|
|
3.0450
|
March 2013
|
|
(14,325)
|
|
(12,510)
|
|
132,000
|
|
1.9798
|
|
(998)
|
|
(681)
|
|
18,000
|
|
2.6336
|
|
(1,433)
|
|
(1,344)
|
|
6,100
|
|
3.1288
|
April 2013
|
|
(6,368)
|
|
(4,203)
|
|
137,000
|
|
2.0551
|
|
(44)
|
|
219
|
|
20,000
|
|
2.6967
|
|
(364)
|
|
(351)
|
|
6,000
|
|
3.3111
|
May 2013
|
|
4,852
|
|
4,873
|
|
100,000
|
|
2.1473
|
|
(347)
|
|
(137)
|
|
12,000
|
|
2.6881
|
|
(350)
|
|
(372)
|
|
5,500
|
|
3.3165
|
June 2013
|
|
1,787
|
|
1,902
|
|
95,000
|
|
2.1267
|
|
(877)
|
|
(843)
|
|
11,000
|
|
2.6319
|
|
(380)
|
|
(363)
|
|
4,500
|
|
3.3168
|
July 2013
|
|
314
|
|
564
|
|
55,000
|
|
2.1260
|
|
(823)
|
|
(699)
|
|
12,000
|
|
2.6623
|
|
(294)
|
|
(319)
|
|
4,000
|
|
3.3308
|
August 2013
|
|
-
|
|
-
|
|
-
|
|
-
|
|
230
|
|
240
|
|
11,000
|
|
2.7655
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
(106,307)
|
|
(95,803)
|
|
1,312,000
|
|
1.9916
|
|
(10,065)
|
|
(7,900)
|
|
199,000
|
|
2.6220
|
|
(13,324)
|
|
(13,048)
|
|
61,900
|
|
3.1274
|
59
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
4.2.2. Interest rate and currency swap
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
|
|
Parent company and Consolidated
|
|
|
|
|
|
|
|
|
|
|
09.30.12
|
Assets
|
|
Liabilities
|
|
|
|
Maturity
|
|
|
|
Balance
|
(Hedged object)
|
|
(Protected risk)
|
|
Notional
|
|
date
|
|
Contract curve
|
|
(MTM)
|
Libor 6M
|
|
4.06% p.a.
|
|
US$21,428
|
|
07.22.13
|
|
(266)
|
|
(1,041)
|
Libor 6M + 0.80% p.a.
|
|
4.31% p.a.
|
|
US$12,000
|
|
08.23.13
|
|
(64)
|
|
(479)
|
Libor 6M + 0.80% p.a.
|
|
4.36% p.a.
|
|
US$8,000
|
|
07.19.13
|
|
(88)
|
|
(330)
|
Libor 6M
|
|
3.82% p.a.
|
|
US$4,000
|
|
03.20.13
|
|
(7)
|
|
(128)
|
Libor 6M
|
|
3.79% p.a.
|
|
US$6,000
|
|
02.13.13
|
|
(47)
|
|
(187)
|
Libor 6M + 1.65% p.a.
|
|
4.15% p.a.
|
|
US$10,000
|
|
05.10.13
|
|
(140)
|
|
(265)
|
Libor 6M + 0.60% p.a.
|
|
2.98% p.a.
|
|
US$50,000
|
|
12.19.12
|
|
(358)
|
|
(726)
|
Libor 6M + 0.60% p.a.
|
|
2.99% p.a.
|
|
US$50,000
|
|
11.26.12
|
|
(489)
|
|
(750)
|
Libor 12M + 0.71% p.a.
|
|
3.57% p.a.
|
|
US$50,000
|
|
11.19.12
|
|
(1,585)
|
|
(1,846)
|
Libor 12M + 0.71% p.a.
|
|
3.82% p.a.
|
|
US$50,000
|
|
11.26.12
|
|
(1,758)
|
|
(2,080)
|
Libor 6M + 2.82% p.a.
|
|
5.86% p.a.
|
|
US$100,000
|
|
01.22.18
|
|
(446)
|
|
(22,942)
|
Libor 3M + 2.60% p.a.
|
|
5.47% p.a.
|
|
US$100,000
|
|
06.18.18
|
|
(292)
|
|
(22,904)
|
Libor 6M + 2.70% p.a.
|
|
5.90% p.a.
|
|
US$100,000
|
|
02.01.19
|
|
(352)
|
|
(27,017)
|
Libor 6M + 2.70% p.a.
|
|
5.88% p.a.
|
|
US$100,000
|
|
02.01.19
|
|
(349)
|
|
(26,776)
|
Libor 3M + 2.35% p.a.
|
|
3.07% p.a.
|
|
US$100,000
|
|
06.12.15
|
|
(6)
|
|
(1,605)
|
7% p.a.
|
|
76.00% CDI
|
|
US$35,000
|
|
07.15.13
|
|
399
|
|
2,044
|
Libor 3M + 2,50% p.a.
|
|
92.50% CDI
|
|
US$38,888
|
|
10.01.13
|
|
(503)
|
|
(1,254)
|
Libor 3M + 4,50% p.a.
|
|
100.00% CDI
|
|
US$77,777
|
|
12.23.13
|
|
(56)
|
|
(2,267)
|
R$ + 9.80%
|
|
US$ + 1.71%
|
|
US$40,000
|
|
03.17.14
|
|
(15,600)
|
|
(13,609)
|
R$ + 9.70%
|
|
US$ + 1.53%
|
|
US$30,000
|
|
03.17.14
|
|
(12,871)
|
|
(11,336)
|
R$ + 9.70%
|
|
US$ + 1.45%
|
|
US$70,000
|
|
03.17.14
|
|
(29,738)
|
|
(26,019)
|
R$ + 9.80%
|
|
US$ + 1.68%
|
|
US$30,000
|
|
03.17.14
|
|
(12,181)
|
|
(10,676)
|
R$ + 9.80%
|
|
US$ + 1.65%
|
|
US$30,000
|
|
03.17.14
|
|
(11,819)
|
|
(10,285)
|
|
|
|
|
|
|
|
|
(88,616)
|
|
(182,478)
|
60
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
4.2.3. Fixed exchange rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
|
|
Parent company and Consolidated
|
|
|
|
|
|
|
|
|
|
|
09.30.12
|
|
|
R$ x USD
|
Maturities
|
|
Curve
|
|
MTM
|
|
Notional
|
|
Average USD
|
November 2012
|
|
186
|
|
244
|
|
10,000
|
|
2.0670
|
|
January 2013
|
|
144
|
|
321
|
|
15,000
|
|
2.0825
|
|
February 2013
|
|
222
|
|
392
|
|
10,000
|
|
2.1103
|
|
|
|
March 2013
|
|
(282)
|
|
315
|
|
20,000
|
|
2.0954
|
|
|
|
April 2013
|
|
(85)
|
|
155
|
|
20,000
|
|
2.0961
|
|
|
|
|
185
|
|
1,427
|
|
75,000
|
|
2.0912
|
|
|
4.2.4. Exports pre-payments – PPEs
|
|
|
|
|
|
|
|
The position of the PPEs designated as hedge accounting is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
|
|
|
|
Parent company and Consolidated
|
|
|
|
|
|
|
|
|
|
|
09.30.12
|
|
|
|
|
|
|
|
|
Notional
|
|
|
Hedge Instrument
|
|
Subject to hedge
|
|
Type of risk hedged
|
|
Maturity
|
|
(US$)
|
|
MTM
|
|
|
|
|
|
|
From 10.2012 to
|
|
|
|
|
PPE
|
|
Foreign Market Sales
|
|
US$ (E.R.)
|
|
02.2019
|
|
406,429
|
|
825,294
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
|
|
|
|
Parent company and Consolidated
|
|
|
|
|
|
|
|
|
|
|
12.31.11
|
|
|
|
|
|
|
|
|
Notional
|
|
|
Hedge Instrument
|
|
Subject to hedge
|
|
Type of risk hedged
|
|
Maturity
|
|
(US$)
|
|
MTM
|
|
|
|
|
|
|
From 01.2012 to
|
|
|
|
|
PPE
|
|
Foreign Market Sales
|
|
US$ (E.R.)
|
|
02.2019
|
|
645,190
|
|
1,210,248
|
The unrealized gains and losses from PPEs designated as hedge accounting, recorded in the shareholders’ equity is represented by a loss of R$97,128 (R$30,507 as of December 31, 2011), net of income tax of R$33,024 (R$15,716 as of December 31, 2011).
61
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
4.3. Gains and losses of derivative financial instruments
The amounts of gains and losses resulting from derivative financial instruments for the nine-month period ended September 30, 2012 were recorded in the statements of income as financial income or expenses, while the unrealized gains and losses were recognized in the shareholders
'
equity, are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
|
|
|
|
|
|
Parent company
|
|
|
|
|
Shareholders' equity
|
|
Statement of income
|
|
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
09.30.11
|
Derivatives for the purpose of protection
|
|
|
|
|
|
|
|
|
Foreign exchange risks
|
|
|
|
(118,502)
|
|
(101,129)
|
|
(70,226)
|
|
(2,395)
|
Interest rate risk
|
|
|
|
(48,134)
|
|
(46,050)
|
|
(5,541)
|
|
(6,940)
|
|
|
|
|
(166,636)
|
|
(147,179)
|
|
(75,767)
|
|
(9,335)
|
Derivatives for the purpose of
financial results
|
|
|
|
|
|
|
|
|
|
|
Interest rate risk
|
|
|
|
-
|
|
-
|
|
-
|
|
(567)
|
Foreign exchange risks
|
|
|
|
-
|
|
-
|
|
(7,653)
|
|
(39,901)
|
Live cattle market risk
|
|
|
|
-
|
|
-
|
|
837
|
|
265
|
|
|
|
|
-
|
|
-
|
|
(6,816)
|
|
(40,203)
|
|
|
|
|
(166,636)
|
|
(147,179)
|
|
(82,583)
|
|
(49,538)
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
Shareholders' equity
|
|
Statement of income
|
|
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
09.30.11
|
Derivatives for the purpose of protection
|
|
|
|
|
|
|
|
|
Foreign exchange risks
|
|
|
|
(118,502)
|
|
(101,129)
|
|
(70,226)
|
|
(2,395)
|
Interest rate risk
|
|
|
|
(102,825)
|
|
(85,698)
|
|
(6,249)
|
|
(7,465)
|
|
|
|
|
(221,327)
|
|
(186,827)
|
|
(76,475)
|
|
(9,860)
|
|
Derivatives for the purpose of
financial results
|
|
|
|
|
|
|
|
|
|
|
Interest rate risk
|
|
|
|
-
|
|
-
|
|
-
|
|
(566)
|
Foreign exchange risks
|
|
|
|
-
|
|
-
|
|
(7,732)
|
|
(37,980)
|
Live cattle market risk
|
|
|
|
-
|
|
-
|
|
837
|
|
265
|
|
|
|
|
-
|
|
-
|
|
(6,895)
|
|
(38,281)
|
|
|
|
|
(221,327)
|
|
(186,827)
|
|
(83,370)
|
|
(48,141)
|
The gains and losses from derivative financial instruments designated as hedge accounting, recorded in the shareholders' equity, are represented by a loss of R$109,980 in the parent company and R$164,671 in the consolidated, net of income tax of R$56,656 in the parent company and in the consolidated.
62
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
4.3.1.
Breakdown by category of the balances of financial instruments —
except derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
09.30.12
|
|
|
Loans and
|
|
Available for
|
|
Trading
|
|
Financial
|
|
|
|
|
receivables
|
|
sale
|
|
securities
|
|
liabilities
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
1,607,687
|
|
-
|
|
-
|
|
-
|
|
1,607,687
|
Credit notes
|
|
109,504
|
|
-
|
|
-
|
|
-
|
|
109,504
|
Fair value
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
-
|
|
1,144
|
|
214,138
|
|
-
|
|
215,282
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
-
|
|
-
|
|
-
|
|
(1,532,714)
|
|
(1,532,714)
|
Loans and financing
|
|
|
|
|
|
|
|
|
|
|
Local currency
|
|
-
|
|
-
|
|
-
|
|
(1,423,698)
|
|
(1,423,698)
|
Foreign currency
|
|
-
|
|
-
|
|
-
|
|
(2,707,293)
|
|
(2,707,293)
|
|
|
1,717,191
|
|
1,144
|
|
214,138
|
|
(5,663,705)
|
|
(3,731,232)
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
12.31.11
|
|
|
Loans and
|
|
Available for
|
|
Trading
|
|
Financial
|
|
|
|
|
receivables
|
|
sale
|
|
securities
|
|
liabilities
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
1,429,793
|
|
-
|
|
-
|
|
-
|
|
1,429,793
|
Credit notes
|
|
100,783
|
|
-
|
|
-
|
|
-
|
|
100,783
|
Fair value
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
-
|
|
1,685
|
|
761,850
|
|
-
|
|
763,535
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
-
|
|
-
|
|
-
|
|
(1,270,696)
|
|
(1,270,696)
|
Loans and financing
|
|
|
|
|
|
|
|
|
|
|
Local currency
|
|
-
|
|
-
|
|
-
|
|
(1,774,291)
|
|
(1,774,291)
|
Foreign currency
|
|
-
|
|
-
|
|
-
|
|
(1,268,830)
|
|
(1,268,830)
|
|
|
1,530,576
|
|
1,685
|
|
761,850
|
|
(4,313,817)
|
|
(2,019,706)
|
63
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
09.30.12
|
|
|
Loans and
|
|
Available for
|
|
Trading
|
|
Held to
|
|
Financial
|
|
|
|
|
receivables
|
|
sale
|
|
securities
|
|
maturity
|
|
liabilities
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
-
|
|
-
|
|
-
|
|
163,734
|
|
-
|
|
163,734
|
Trade accounts receivable
|
|
2,671,306
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,671,306
|
Credit notes
|
|
225,860
|
|
-
|
|
-
|
|
-
|
|
-
|
|
225,860
|
Fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
-
|
|
260,743
|
|
280,813
|
|
-
|
|
-
|
|
541,556
|
Restricted cash
|
|
-
|
|
-
|
|
-
|
|
89,583
|
|
-
|
|
89,583
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(3,267,264)
|
|
(3,267,264)
|
Loans and financing
|
|
|
|
|
|
|
|
|
|
|
|
|
Local currency
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,992,217)
|
|
(2,992,217)
|
Foreign currency
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6,129,369)
|
|
(6,129,369)
|
|
|
2,897,166
|
|
260,743
|
|
280,813
|
|
253,317
|
|
(12,388,850)
|
|
(8,696,811)
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
12.31.11
|
|
|
Loans and
|
|
Available for
|
|
Trading
|
|
Held to
|
|
Financial
|
|
|
|
|
receivables
|
|
sale
|
|
securities
|
|
maturity
|
|
liabilities
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
-
|
|
-
|
|
-
|
|
166,784
|
|
-
|
|
166,784
|
Trade accounts receivable
|
|
3,210,232
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,210,232
|
Credit notes
|
|
204,257
|
|
-
|
|
-
|
|
-
|
|
-
|
|
204,257
|
Fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
-
|
|
235,150
|
|
1,054,105
|
|
-
|
|
-
|
|
1,289,255
|
Restricted cash
|
|
-
|
|
-
|
|
-
|
|
70,020
|
|
-
|
|
70,020
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,681,343)
|
|
(2,681,343)
|
Loans and financing
|
|
|
|
|
|
|
|
|
|
|
|
|
Local currency
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(3,329,706)
|
|
(3,329,706)
|
Foreign currency
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(4,723,824)
|
|
(4,723,824)
|
|
|
3,414,489
|
|
235,150
|
|
1,054,105
|
|
236,804
|
|
(10,734,873)
|
|
(5,794,325)
|
4.4.
Determination of the fair value of financial instruments
The Company discloses its financial assets and liabilities at fair value, based on the pertinent accounting pronouncements, which refers to concepts of valuation and practices, and requires certain disclosures on the fair value.
Specifically related to the disclosure, the Company applies the hierarchy requirements set out in CVM Deliberation No. 604/09.
Management concluded that balances of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value recognition due to the short-term cycle of these operations.
64
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The book value of financing and loans in the quarterly financial information approximate the fair value as the major portion of the total gross debt bears interest based on the variation of TJLP, LIBOR and CDI, except the capital markets transactions (Bond). On September 30, 2012, the consolidated fair value adjustment for Bond ("BRFSBZ") is represented by a negative impact of R$492,482, being R$69,802 attributable to the Sadia Bonds ("BRFSBZ6"), R$289,361 attributable to the BFF Notes ("BRFSBZ7") and R$133,319 attributable to the BRF Notes ("BRFSBZ5"). This impact were measured only for disclosure matters, not being recorded in the Company's financial statements.
4.4.1.
Comparison between book value and fair value of financial instruments
The comparison between book value and fair value of financial instruments is set forth below:
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
|
|
09.30.12
|
|
|
|
12.31.11
|
|
|
Book
|
|
Fair
|
|
Book
|
|
Fair
|
|
|
value
|
|
value
|
|
value
|
|
value
|
Cash and cash equivalents
|
|
394,259
|
|
394,259
|
|
68,755
|
|
68,755
|
Marketable securities
|
|
|
|
|
|
|
|
|
Available for sale
|
|
1,144
|
|
1,144
|
|
1,685
|
|
1,685
|
Trading securities
|
|
214,138
|
|
214,138
|
|
761,850
|
|
761,850
|
Trade accounts receivable, net
|
|
1,607,687
|
|
1,607,687
|
|
1,429,793
|
|
1,429,793
|
Notes receivable
|
|
109,504
|
|
109,504
|
|
100,783
|
|
100,783
|
Loans and financing
|
|
(2,584,835)
|
|
(2,584,835)
|
|
(3,043,121)
|
|
(3,043,121)
|
Bonds BRF
|
|
(1,546,156)
|
|
(1,679,475)
|
|
-
|
|
-
|
Trade accounts payable
|
|
(1,532,714)
|
|
(1,532,714)
|
|
(1,270,696)
|
|
(1,270,696)
|
Other financial assets
|
|
16,518
|
|
16,518
|
|
22,944
|
|
22,944
|
Other financial liabilities
|
|
(265,737)
|
|
(265,737)
|
|
(227,891)
|
|
(227,891)
|
|
|
(3,586,192)
|
|
(3,719,511)
|
|
(2,155,898)
|
|
(2,155,898)
|
65
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
|
Book
|
|
Fair
|
|
Book
|
|
Fair
|
|
|
value
|
|
value
|
|
value
|
|
value
|
Cash and cash equivalents
|
|
1,506,757
|
|
1,506,757
|
|
1,366,843
|
|
1,366,843
|
Restricted cash
|
|
89,583
|
|
89,583
|
|
70,020
|
|
70,020
|
Marketable securities
|
|
|
|
|
|
|
|
|
Available for sale
|
|
260,743
|
|
260,743
|
|
235,150
|
|
235,150
|
Trading securities
|
|
280,813
|
|
280,813
|
|
1,054,105
|
|
1,054,105
|
Held to maturity
|
|
163,734
|
|
166,688
|
|
166,784
|
|
166,784
|
Trade accounts receivable, net
|
|
2,671,306
|
|
2,671,306
|
|
3,210,232
|
|
3,210,232
|
Notes receivable
|
|
225,860
|
|
225,860
|
|
204,257
|
|
204,257
|
Loans and financing
|
|
(5,531,903)
|
|
(5,531,903)
|
|
(6,149,842)
|
|
(6,149,842)
|
Bonds BRF
|
|
(1,546,156)
|
|
(1,679,475)
|
|
-
|
|
-
|
Bonds BFF
|
|
(1,523,662)
|
|
(1,813,023)
|
|
(1,431,514)
|
|
(1,580,992)
|
Bonds Sadia
|
|
(519,865)
|
|
(589,667)
|
|
(472,174)
|
|
(509,399)
|
Trade accounts payable
|
|
(3,267,264)
|
|
(3,267,264)
|
|
(2,681,343)
|
|
(2,681,343)
|
Other financial assets
|
|
16,518
|
|
16,518
|
|
23,459
|
|
23,459
|
Other financial liabilities
|
|
(321,215)
|
|
(321,215)
|
|
(270,693)
|
|
(270,693)
|
|
|
(7,494,751)
|
|
(7,984,279)
|
|
(4,674,716)
|
|
(4,861,419)
|
4.4.2.
Fair value valuation hierarchy
The table below depicts the overall classification of financial assets and liabilities according to the valuation hierarchy.
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
09.30.12
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
Shares
|
|
1,144
|
|
-
|
|
-
|
|
1,144
|
Held for trading
|
|
|
|
|
|
|
|
|
Bank deposit certificates
|
|
-
|
|
115,330
|
|
-
|
|
115,330
|
Financial treasury bills
|
|
98,808
|
|
-
|
|
-
|
|
98,808
|
Other financial assets
|
|
|
|
|
|
|
|
|
Derivatives designed as hedge
|
|
-
|
|
15,636
|
|
-
|
|
15,636
|
Derivatives not designated as hedge
|
|
-
|
|
882
|
|
-
|
|
882
|
|
|
99,952
|
|
131,848
|
|
-
|
|
231,800
|
Liabilities
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
Other financial liabilities
|
|
|
|
|
|
|
|
|
Derivatives designed as hedge
|
|
-
|
|
(258,039)
|
|
-
|
|
(258,039)
|
Derivatives not designated as hedge
|
|
-
|
|
(7,698)
|
|
-
|
|
(7,698)
|
|
|
-
|
|
(265,737)
|
|
-
|
|
(265,737)
|
66
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
12.31.11
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
Shares
|
|
1,685
|
|
-
|
|
-
|
|
1,685
|
Held for trading
|
|
|
|
|
|
|
|
|
Bank deposit certificates
|
|
-
|
|
465,804
|
|
-
|
|
465,804
|
Financial treasury bills
|
|
296,046
|
|
-
|
|
-
|
|
296,046
|
Other financial assets
|
|
|
|
|
|
|
|
|
Derivatives designed as hedge
|
|
-
|
|
22,360
|
|
-
|
|
22,360
|
Derivatives not designated as hedge
|
|
-
|
|
584
|
|
-
|
|
584
|
|
|
297,731
|
|
488,748
|
|
-
|
|
786,479
|
Liabilities
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
Other financial liabilities
|
|
|
|
|
|
|
|
|
Derivatives designed as hedge
|
|
-
|
|
(179,238)
|
|
-
|
|
(179,238)
|
Derivatives not designated as hedge
|
|
-
|
|
(48,653)
|
|
-
|
|
(48,653)
|
|
|
-
|
|
(227,891)
|
|
-
|
|
(227,891)
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
09.30.12
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
Credit linked notes
|
|
169,893
|
|
-
|
|
-
|
|
169,893
|
Brazilian foreign debt securities
|
|
89,706
|
|
-
|
|
-
|
|
89,706
|
Shares
|
|
1,144
|
|
-
|
|
-
|
|
1,144
|
Held for trading
|
|
|
|
|
|
|
|
|
Bank deposit certificates
|
|
-
|
|
182,005
|
|
-
|
|
182,005
|
Financial treasury bills
|
|
98,808
|
|
-
|
|
-
|
|
98,808
|
Other financial assets
|
|
|
|
|
|
|
|
|
Derivatives designated as hedge
|
|
-
|
|
15,636
|
|
-
|
|
15,636
|
Derivatives not designated as hedge
|
|
-
|
|
882
|
|
-
|
|
882
|
|
|
359,551
|
|
198,523
|
|
-
|
|
558,074
|
Liabilities
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
Other financial liabilities
|
|
|
|
|
|
|
|
|
Derivatives designated as hedge
|
|
-
|
|
(313,438)
|
|
-
|
|
(313,438)
|
Derivatives not designated as hedge
|
|
-
|
|
(7,777)
|
|
-
|
|
(7,777)
|
|
|
-
|
|
(321,215)
|
|
-
|
|
(321,215)
|
67
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
12.31.11
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
|
|
|
|
|
|
Credit linked notes
|
|
146,954
|
|
-
|
|
-
|
|
146,954
|
Brazilian foreign debt securities
|
|
86,511
|
|
-
|
|
-
|
|
86,511
|
Shares
|
|
1,685
|
|
-
|
|
-
|
|
1,685
|
Held for trading
|
|
|
|
|
|
|
|
|
Bank deposit certificates
|
|
-
|
|
698,968
|
|
-
|
|
698,968
|
Financial treasury bills
|
|
355,137
|
|
-
|
|
-
|
|
355,137
|
Other financial assets
|
|
|
|
|
|
|
|
|
Derivatives designated as hedge
|
|
-
|
|
22,360
|
|
-
|
|
22,360
|
Derivatives not designated as hedge
|
|
-
|
|
1,099
|
|
-
|
|
1,099
|
|
|
590,287
|
|
722,427
|
|
-
|
|
1,312,714
|
Liabilities
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
Other financial liabilities
|
|
|
|
|
|
|
|
|
Derivatives designated as hedge
|
|
-
|
|
(221,993)
|
|
-
|
|
(221,993)
|
Derivatives not designated as hedge
|
|
-
|
|
(48,700)
|
|
-
|
|
(48,700)
|
|
|
-
|
|
(270,693)
|
|
-
|
|
(270,693)
|
The valuation methodology used by the Company is the same that was disclosed in note 4 to the financial statement as of December, 31 2011.
4.5.
Credit management
On September 30, 2012, the Company had financial investments over R$10,000 at the following financial institutions: Banco Bradesco, Banco do Brasil, Banco do Nordeste, Banco do Espírito Santo, Banco Itaú, Banco Safra, Banco Santander, Caixa Econômica Federal, Citibank, Credit Suisse, Deutsche Bank, Erste Bank, HSBC and JP Morgan.
The Company also held derivative contracts with the following financial institutions: ABN, Banco Bradesco, Banco BTG Pactual, Banco do Brasil, Banco Itaú, Banco Safra, Banco Santander, Banco Votorantim, Barclays, Citibank, Credit Suisse, Deutsche Bank, HSBC, ING Bank, JP Morgan, Merrill Lynch, Morgan Stanley, Rabobank and Standard Bank.
4.6.
Liquidity risk management
Liquidity risk management aims to reduce the impacts caused by events which may affect the Company’s cash flow performance.
68
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The table below summarizes the commitments and contractual obligations that may impact the Company’s liquidity as of September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
09.30.12
|
|
|
Book
|
|
Cash flow
|
|
Up to 3
|
|
|
|
|
|
|
|
|
|
After
|
|
|
value
|
|
contracted
|
|
months
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
5 years
|
Non derivatives financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and financing
|
|
2,584,835
|
|
2,727,464
|
|
299,069
|
|
805,297
|
|
471,549
|
|
200,050
|
|
176,902
|
|
774,597
|
Bonds
|
|
1,546,156
|
|
2,418,042
|
|
44,743
|
|
89,487
|
|
89,487
|
|
89,487
|
|
89,487
|
|
2,015,351
|
Trade accounts payable
|
|
1,532,714
|
|
1,532,714
|
|
1,532,714
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Capital lease
|
|
69,894
|
|
78,811
|
|
11,901
|
|
41,879
|
|
15,141
|
|
5,415
|
|
4,475
|
|
-
|
Operational lease
|
|
257,824
|
|
257,824
|
|
20,275
|
|
64,061
|
|
50,017
|
|
33,550
|
|
17,931
|
|
71,990
|
|
Derivatives financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated as hedge accounting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
129,123
|
|
97,800
|
|
2,092
|
|
32,198
|
|
31,326
|
|
9,746
|
|
9,801
|
|
12,637
|
Currency derivatives (NDF)
|
|
128,796
|
|
50,903
|
|
33,881
|
|
17,022
|
|
-
|
|
-
|
|
-
|
|
-
|
Fixed exchange rate
|
|
120
|
|
120
|
|
-
|
|
120
|
|
-
|
|
-
|
|
-
|
|
-
|
Not designated as hedge accounting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives (NDF)
|
|
855
|
|
4,481
|
|
4,481
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Currency derivatives (Future)
|
|
961
|
|
961
|
|
961
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Interest rate derivatives
|
|
5,837
|
|
(2,836)
|
|
(572)
|
|
(1,690)
|
|
(748)
|
|
174
|
|
-
|
|
-
|
Commodities derivatives
|
|
45
|
|
45
|
|
45
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
09.30.12
|
|
|
Book
|
|
Cash flow
|
|
Up to 3
|
|
|
|
|
|
|
|
|
|
After 5
|
|
|
value
|
|
contracted
|
|
months
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
years
|
Non derivatives financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and financing
|
|
5,531,903
|
|
6,108,862
|
|
1,077,134
|
|
1,760,005
|
|
769,384
|
|
619,727
|
|
388,907
|
|
1,493,705
|
Bonds BRF
|
|
3,069,818
|
|
4,769,092
|
|
44,743
|
|
199,900
|
|
199,900
|
|
199,900
|
|
199,900
|
|
3,924,749
|
Bonds Sadia
|
|
519,865
|
|
682,154
|
|
17,450
|
|
34,901
|
|
34,901
|
|
34,901
|
|
34,901
|
|
525,100
|
Trade accounts payable
|
|
3,267,264
|
|
3,267,264
|
|
3,267,264
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Capital lease
|
|
102,266
|
|
113,660
|
|
18,789
|
|
66,343
|
|
18,570
|
|
5,483
|
|
4,475
|
|
-
|
Operational lease
|
|
370,647
|
|
370,647
|
|
26,845
|
|
78,292
|
|
63,263
|
|
45,123
|
|
36,705
|
|
120,419
|
|
Derivatives financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Designated as hedge accounting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
184,522
|
|
162,064
|
|
2,269
|
|
43,010
|
|
42,112
|
|
20,092
|
|
19,867
|
|
34,714
|
Currency derivatives (NDF)
|
|
128,796
|
|
50,903
|
|
33,881
|
|
17,022
|
|
-
|
|
-
|
|
-
|
|
-
|
Fixed exchange rate
|
|
120
|
|
120
|
|
-
|
|
120
|
|
-
|
|
-
|
|
-
|
|
-
|
Not designated as hedge accounting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivatives (NDF)
|
|
934
|
|
971
|
|
971
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Currency derivatives (future)
|
|
961
|
|
961
|
|
961
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Interest rate derivatives
|
|
5,837
|
|
(2,836)
|
|
(572)
|
|
(1,690)
|
|
(748)
|
|
174
|
|
-
|
|
-
|
Commodities derivatives
|
|
45
|
|
45
|
|
45
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
4.7.
Commodity price risk management
During the nine-month period ended September 30, 2012, the Company utilized derivative instruments to mitigate the exposure to live cattle prices variation.
The contracts are recorded at fair value through financial result.
69
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
On September 30, 2012, the Company held a short position in the BM&F of 3,067 future contracts (150 contracts as of December 31, 2011) with maturity dates between October and January 2013.
In the counter market, the Company held a short position of 25 contracts with maturity dates in 2012. Additionally, through the utilization of options, the Company also held a short position of 788 allotments (600 allotments as of December 31, 2011), as described in note 4.1.2.
4.8.
Table of sensitivity analysis
The Company has financing and loans and receivables denominated in foreign currency and in order to mitigate the risks resulting from exchange rate exposure it contracts derivative financial instruments.
The Company understands that the current interest rate fluctuations do not significantly affect its financial results since it opted to change to fixed rate a considerable portion of its floating interest rates debts by using derivative financial instruments (interest rates swaps). The Company designates such derivatives as hedge accounting and, therefore, the effectiveness is monitored through prospective and retrospective tests.
In the table depicted below, five scenarios are considered for the next twelve-month period, considering the variations of the quotations of the parity between the Brazilian Reais and U.S. Dollar, Brazilian Reais and Euro and Brazilian Reais and Pounds, whereas the most likely scenario is the one adopted by the Company. The total of export sales analyzed corresponds to the total of derivative financial instruments, which is increased by the amortization flow of PPEs designated as hedge accounting.
70
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
|
|
Parity - Brazilian Reais x U.S. Dollar
|
|
|
|
2.0306
|
|
1.8275
|
|
1.5230
|
|
2.5383
|
|
3.0459
|
Transaction/Instrument
|
|
Risk
|
|
Scenario I
|
|
Scenario II
|
|
Scenario III
|
|
Scenario IV
|
|
Scenario V
|
|
|
|
|
(probable)
|
|
(10% appreciation)
|
|
(25% appreciation)
|
|
(25% devaluation)
|
|
(50% devaluation)
|
NDF (hedge accounting)
|
|
Devaluation of R$
|
|
(46,600)
|
|
235,044
|
|
657,511
|
|
(750,710)
|
|
(1,454,821)
|
Pre payment export
|
|
Devaluation of R$
|
|
(97,129)
|
|
(14,599)
|
|
109,195
|
|
(303,452)
|
|
(509,775)
|
Bonds
|
|
Devaluation of R$
|
|
(1,395)
|
|
29,064
|
|
74,753
|
|
(77,543)
|
|
(153,690)
|
Swaps
|
|
Devaluation of R$
|
|
(1,860)
|
|
38,752
|
|
99,670
|
|
(103,390)
|
|
(204,920)
|
Exports
|
|
Appreciation of R$
|
|
68,428
|
|
(234,827)
|
|
(689,711)
|
|
826,567
|
|
1,584,706
|
Net effect
|
|
|
|
(78,556)
|
|
53,434
|
|
251,418
|
|
(408,528)
|
|
(738,500)
|
Statement of income
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Shareholders' equity
|
|
|
|
(78,556)
|
|
53,434
|
|
251,418
|
|
(408,528)
|
|
(738,500)
|
|
Parity - Brazilian Reais x Euro
|
|
|
|
2.6109
|
|
2.3498
|
|
1.9582
|
|
3.2636
|
|
3.9164
|
Transaction/Instrument
|
|
Risk
|
|
Scenario I
|
|
Scenario II
|
|
Scenario III
|
|
Scenario IV
|
|
Scenario V
|
|
|
|
|
(probable)
|
|
(10% appreciation)
|
|
(25% appreciation)
|
|
(25% devaluation)
|
|
(50% devaluation)
|
NDF (hedge accounting)
|
|
Devaluation of R$
|
|
2,210
|
|
54,167
|
|
132,103
|
|
(127,682)
|
|
(257,574)
|
Exports
|
|
Appreciation of R$
|
|
(2,210)
|
|
(54,167)
|
|
(132,103)
|
|
127,682
|
|
257,574
|
Net effect
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Statement of income
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Shareholders' equity
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Parity - Brazilian Reais x Pound
|
|
|
|
3.2760
|
|
2.9484
|
|
2.4570
|
|
4.0950
|
|
4.9140
|
Transaction/Instrument
|
|
Risk
|
|
Scenario I
|
|
Scenario II
|
|
Scenario III
|
|
Scenario IV
|
|
Scenario V
|
|
|
|
|
(probable)
|
|
(10% appreciation)
|
|
(25% appreciation)
|
|
(25% devaluation)
|
|
(50% devaluation)
|
NDF (hedge accounting)
|
|
Devaluation of R$
|
|
(9,200)
|
|
11,079
|
|
41,496
|
|
(59,896)
|
|
(110,592)
|
Exports
|
|
Appreciation of R$
|
|
9,200
|
|
(11,079)
|
|
(41,496)
|
|
59,896
|
|
110,592
|
Net effect
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Statement of income
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Shareholders' equity
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
71
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
5. SEGMENT INFORMATION
The operating segments are reported consistently with the management reports provided to Board and Directors for assessing the performance of each segment and allocating resources.
In order to reflect the organizational changes in the Company, during the last quarter of 2011, the segment information began to be prepared considering 4 reportable segments, as follows: domestic market, foreign market, dairy products and food service. Therefore the information as of September 30, 2011 is being restated. The reportable segments identified primarily observe division by sales channel.
(i)
Domestic market:
includes the Company´s sales executed in the Brazilian territory, except those relating to products in the dairy and the food service channel.
(ii)
Foreign market:
includes the Company´s sales for exports and those generated outside the national territory, except those relating to products in the dairy and the food service channel.
(iii)
Dairy products:
includes the Company´s sales of milk and dairy products produced domestically and abroad.
(iv)
Food service:
includes the Company's sales of all products in its portfolio, except in the category of dairy products, generated in the domestic and foreign customers for food service category that includes bars, restaurants, industrial kitchens, etc.
Hence, these segments are subdivided according to the nature of the products and characteristics described below:
(i)
Poultry:
involves the production and trade of whole poultry and poultry cuts in-natura.
(ii)
Pork and beef cuts:
involves the production and trade of cuts in-natura.
(iii)
Processed:
involves the production and trade of processed foods, frozen and processed derivatives of poultry, porks and cattle.
(iv)
Other processed products:
involves the production and trade of processed foods like margarine and vegetable products and soy.
(v)
Milk:
involves the production and trade of pasteurized and UHT milk.
72
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
(vi) Dairy products and other drinks: involves the production and trade of milk related foods, including flavored milk, yogurts, fruit juices, soy-based beverages, cheeses and desserts.
(vii)
Others:
involves the production and trade of animal feed, soy meal and refined soy flour.
The net sales for each one of the reportable operating segments are presented below:
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
Consolidated
|
Net sales
|
|
09.30.12
|
|
09.30.11
|
Domestic market:
|
|
|
|
|
Poultry
|
|
913,546
|
|
855,842
|
Pork/beef
|
|
670,888
|
|
564,003
|
Processed products
|
|
4,786,830
|
|
5,011,945
|
Other processed
|
|
2,021,607
|
|
1,509,395
|
Other
|
|
644,018
|
|
403,893
|
|
|
9,036,889
|
|
8,345,078
|
Foreign market:
|
|
|
|
|
Poultry
|
|
5,382,487
|
|
4,862,582
|
Pork/beef
|
|
1,326,405
|
|
1,148,275
|
Processed products
|
|
1,348,310
|
|
1,263,017
|
Other processed
|
|
169,525
|
|
52,998
|
Other
|
|
7,722
|
|
33,047
|
|
|
8,234,449
|
|
7,359,919
|
Dairy products:
|
|
|
|
|
Milk
|
|
1,055,487
|
|
1,176,808
|
Dairy products
|
|
984,990
|
|
755,005
|
|
|
2,040,477
|
|
1,931,813
|
Food service:
|
|
|
|
|
Poultry
|
|
241,115
|
|
206,698
|
Pork/beef
|
|
167,640
|
|
115,462
|
Processed products
|
|
537,576
|
|
604,732
|
Other processed
|
|
113,591
|
|
43,506
|
|
|
1,059,922
|
|
970,398
|
|
|
20,371,737
|
|
18,607,208
|
73
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The operating results before financial income (expenses) for each of the reportable operating segments are presented below:
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
Operating income:
|
|
|
|
|
Domestic market
|
|
649,719
|
|
834,411
|
Foreign market
|
|
34,585
|
|
526,386
|
Dairy products
|
|
(1,797)
|
|
(10,662)
|
Food service
|
|
98,206
|
|
142,737
|
|
|
780,713
|
|
1,492,872
|
No customer was individually responsible for more than 5% of the total revenue earned in the nine-month period ended September 30, 2012.
Net revenues from exports originate in the segments of the foreign market, dairy products and food service, as shown below:
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
Export net revenues per market:
|
|
|
|
|
Foreign market
|
|
8,234,449
|
|
7,359,919
|
Dairy products
|
|
123
|
|
1,516
|
Food service
|
|
164,291
|
|
129,510
|
|
|
8,398,863
|
|
7,490,945
|
Export net revenues by region is presented below:
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
Export net revenues per region:
|
|
|
|
|
Europe
|
|
1,375,329
|
|
1,372,827
|
Far East
|
|
1,777,450
|
|
1,655,969
|
Middle East
|
|
2,860,857
|
|
2,359,250
|
Eurasia (including Russia)
|
|
744,990
|
|
643,820
|
America / Africa / Other
|
|
1,640,237
|
|
1,459,079
|
|
|
8,398,863
|
|
7,490,945
|
The goodwill originated from the expectation of future profitability, as well as the intangible assets with indefinite useful life (trademarks and patents), were allocated to the reportable operating segments, taking into account the nature of the products manufactured in each segment (cash-generating unit). The allocation of intangible
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
74
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
assets is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
Goodwill
|
|
Trademarks
|
|
Total
|
|
|
09.30.12
|
(1)
|
12.31.11
|
|
09.30.12
|
(1)
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Domestic market
|
|
1,104,438
|
|
1,153,790
|
|
982,478
|
|
1,065,478
|
|
2,086,916
|
|
2,219,268
|
Foreign market
|
|
1,521,158
|
|
1,074,384
|
|
210,258
|
|
190,522
|
|
1,731,416
|
|
1,264,906
|
Dairy products
|
|
561,757
|
|
664,102
|
|
-
|
|
-
|
|
561,757
|
|
664,102
|
Food service
|
|
89,371
|
|
81,539
|
|
-
|
|
-
|
|
89,371
|
|
81,539
|
|
|
3,276,724
|
|
2,973,815
|
|
1,192,736
|
|
1,256,000
|
|
4,469,460
|
|
4,229,815
|
(1)
Write-off of goodwill and trademarks due to the execution of TCD (note 1.2).
Information referring to the total assets by reportable segments is not being presented, as it is not comprised in the set of information made available to the Company’s Management, which make investment decisions on a consolidated basis.
6.
BUSINESS COMBINATION AND OTHER ACQUISITIONS
During the nine-month period ended September 30, 2012, there was an increase in the goodwill allocation of the acquisition of Heloísa in the amount of R$7,296, due to an adjustment in the opening balance of the subsidiary.
6.1
Business combination – Quickfood
In the Extraordinary General Shareholder´s Meeting occurred in May 23, 2012, the shareholders ratified the approval of the acquisition, through assets exchange, of the entire equity interest held either directly or indirectly by Marfrig, equivalent to 90.05% of the capital of Quickfood, according to the terms and conditions established in the Asset Exchange and Other Agreements, signed in March 20, 2012 with the effective conclusion in June 11, 2012.
The Company utilized its subsidiary Athena to operationalize the disposal of the assets listed in the TCD. Therefore, the following corporate acts were performed:
(i)
the wholly-owned subsidiary Sadia made a capital increase in Athena in the amount of R$333,061, which was paid with assets of its property included in the TCD;
(ii)
the subsidiary Sino dos Alpes made a capital increase in Athena in the amount of R$5,174, which was paid with assets of its property included in the TCD;
75
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
(iii) BRF made a capital increase in Athena in the amount of R$163,043, which was paid with assets of its property included in the TCD; and
(iv)
on May 31, 2012, BRF acquired the book value of the equity interest held by Sino dos Alpes and Sadia of the capital of Athena.
In summary, the consolidated assets of TCD transferred to Marfrig are presented below:
|
|
|
|
|
|
|
CURRENT
|
|
|
|
CURRENT
|
|
|
ASSETS
|
|
|
|
LIABILITIES
|
|
|
Cash and cash equivalents
|
|
3,834
|
|
Short term debts
|
|
7,847
|
Trade accounts receivable
|
|
7,240
|
|
Trade accounts payable
|
|
4,891
|
Inventories
|
|
118,152
|
|
Salary and social obligations
|
|
31,040
|
Other credits
|
|
1,708
|
|
Tax obligations
|
|
1,652
|
|
|
130,934
|
|
Other obligations
|
|
1,417
|
|
|
|
|
|
|
46,847
|
|
NON CURRENT
|
|
|
|
NON CURRENT
|
|
|
Deferred tax
|
|
4,203
|
|
Long term debts
|
|
16
|
Judicial deposits
|
|
746
|
|
Tax obligations
|
|
3,660
|
Other assets
|
|
802
|
|
Other obligations
|
|
1,439
|
Investments
|
|
8
|
|
|
|
5,115
|
Property, plant and equipment, net
|
|
506,652
|
|
|
|
|
|
|
512,411
|
|
NET ASSETS
|
|
591,383
|
|
TOTAL ASSETS
|
|
643,345
|
|
TOTAL LIABILITIES
|
|
643,345
|
The transaction with Marfrig was accounted for as a business combination in accordance with CVM Deliberation No. 665/11, mainly due to the fact that Athena is a business, including inputs, process and outputs, which when integrated into the acquirer's business, started to generate outputs as determined by it.
The business Athena was evaluated by independent experts and the fair value attributed to this group of assets amounted to R$928,000.
76
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The table below depicts the loss and the non-allocated goodwill generated in this business combination:
|
|
|
Fair value of Athena
|
|
928,000
|
|
Book value of Athena
|
|
591,383
|
Write-off of goodwill originated from the expectation of future profitability, adjustments of fair
|
|
|
value of property, plant and equipment and trade mark related to the assets transfered
|
|
264,951
|
Total book value
|
|
856,334
|
|
Difference between the fair value and book value of Athena
|
|
71,666
|
|
Fair value of Athena
|
|
928,000
|
Consideration receivable
|
|
(350,000)
|
Remaining fair value
|
|
578,000
|
Fair value of the equity interest acquired from Quickfood
|
|
463,581
|
Difference between the remaining fair value and Quickfood's fair value
|
|
114,419
|
|
Income statement net impact deriving from the execution of TCD
|
|
(42,753)
|
Other losses deriving from the execution of TCD
|
|
(61,607)
|
Total of results of TCD before taxes
|
|
(104,360)
|
|
Fair value of the equity interest acquired from Quickfood
|
|
463,581
|
Payment for the working capital acquisition
|
|
42,141
|
Value of the investment on Quickfood at the acquisition date
|
|
505,722
|
Net assets acquired
(1)
|
|
63,852
|
Non allocated goodwill
|
|
441,870
|
(1)
The variation occurred in the net assets acquired in relation to the amount disclosed on June 30, 2012 is mainly related to the alignment between the accounting practices previously adopted by Quickfood and the accounting practices adopted by BRF.
Quickfood is a public company located in Buenos Aires, Argentina. The total equity interest acquired corresponds to 90.05% equivalent to 32,841,224 common shares.
77
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The accounting impacts in the statement of income deriving from the execution of TCD are accounted for in the other operating results and are summarized as follows:
|
|
|
Fair value of Quickfood
|
|
463,581
|
Consideration receivable
|
|
350,000
|
Fair value of the consideration received
|
|
813,581
|
|
Cost of goods sold
|
|
(115,853)
|
Cost of the equity interest transferred
|
|
(504,731)
|
Social obligations transferred
|
|
29,201
|
Book value of Athena
|
|
(591,383)
|
|
Adjustments of fair value of property, plant and equipment transfered from Sadia
|
|
(102,793)
|
Fair value of trademarks transferred from Sadia
|
|
(83,000)
|
Fair value of outgrowers guarantees
|
|
4,674
|
Goodwill originated from the expectation of future profitability from Sadia
|
|
(83,832)
|
Total write-off
|
|
(264,951)
|
Losses from tax credits related to property, plant and equipments transferred
|
|
(9,173)
|
Losses from Instituto de Sustentabilidade Sadia caused by BRF due to execution of TCD
|
|
(15,237)
|
Other losses
|
|
(37,197)
|
Total of other losses
|
|
(61,607)
|
|
Total of results of TCD before taxes
|
|
(104,360)
|
6.2
Business combination – Avex S.A.
According to the Company’s strategic plan to become a global player, on October 03, 2011, acting through its wholly-owned subsidiary, Sadia Alimentos S.A., in Argentina, the Company acquired 69.15% of the equity interest in Avex S.A. (“Avex”), which is located in the city of Rio Cuarto, in Córdoba province, engaged in the poultry production as well as chilled and frozen chicken, sold as a whole and in cuts.
Avex is the sixth largest participant in the Argentine poultry domestic market, with 4% of participation and its productive capacity is presented below:
|
|
|
|
|
Activity
|
|
Location
|
|
Productive capacity
|
Poultry slaughtering
|
|
Rio Cuarto, Córdoba
|
|
750,000 heads per week
|
Animal feed industry
|
|
Juárez Celman, Córdoba
|
|
40 ton per hour
|
Hatcheries
|
|
General Deheza, Córdoba
|
|
758,800 eggs per week
|
Termination poultry farm
|
|
Rio Cuarto, Córdoba
|
|
-
|
78
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The amounts related to this business combination are presented below:
|
|
|
Cash consideration
|
|
108,603
|
Net assets acquired at fair value
|
|
67,925
|
Goodwill originated from the expectation of future profitability
|
|
40,678
|
The identifiable assets acquired and liabilities assumed that were recognized on the date of acquisition and the corresponding fair value, on the date of acquisition, are presented below:
|
|
|
|
|
|
|
|
|
Net assets
|
|
Adjustments
|
|
Net assets
|
|
|
acquired on
|
|
CVM Deliberation
|
|
acquired
|
|
|
October 03, 2011
|
|
No. 665/11
|
|
at fair value
|
CURRENT
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
9,391
|
|
-
|
|
9,391
|
Trade accounts receivable
|
|
15,578
|
|
-
|
|
15,578
|
Inventories
|
|
9,781
|
|
405
|
(a)
|
10,186
|
Biological assets
|
|
8,017
|
|
1,212
|
(b)
|
9,229
|
Recoverable taxes
|
|
7,740
|
|
-
|
|
7,740
|
Other credits
|
|
12,796
|
|
-
|
|
12,796
|
|
|
63,303
|
|
1,617
|
|
64,920
|
NON CURRENT
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
54,858
|
|
58,032
|
(c)
|
112,890
|
Intangible
|
|
124
|
|
27,872
|
(d)
|
27,996
|
Other assets
|
|
109
|
|
-
|
|
109
|
|
|
55,091
|
|
85,904
|
|
140,995
|
TOTAL ASSETS
|
|
118,394
|
|
87,521
|
|
205,915
|
|
CURRENT
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Short term debts
|
|
42,112
|
|
-
|
|
42,112
|
Trade accounts payable
|
|
21,852
|
|
-
|
|
21,852
|
Salary and social obligations
|
|
2,789
|
|
-
|
|
2,789
|
Tax obligations
|
|
1,012
|
|
-
|
|
1,012
|
Other obligations
|
|
96
|
|
-
|
|
96
|
|
|
67,861
|
|
-
|
|
67,861
|
NON CURRENT
|
|
|
|
|
|
|
Long term debts
|
|
8,892
|
|
-
|
|
8,892
|
Contingent liabilities
|
|
-
|
|
615
|
(e)
|
615
|
Other obligations
|
|
-
|
|
30,312
|
(f)
|
30,312
|
|
|
8,892
|
|
30,927
|
|
39,819
|
NET ASSETS - BRF
|
|
28,792
|
|
39,133
|
|
67,925
|
Non-controlling shareholders' equity
|
|
12,849
|
|
17,461
|
|
30,310
|
TOTAL LIABILITIES
|
|
118,394
|
|
87,521
|
|
205,915
|
79
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
(a)
Refers to the adjustment to the fair value of the inventories;
(b)
Refers to the adjustment to the fair value of the biological assets;
(c)
Refers to the adjustment to the fair value of the property, plant and equipments according to the appraisal report prepared by an external expert;
(d)
Refers to the fair value of the following intangible assets identified: supplier relationship R$11,223, non-compete agreement R$297 and customer relationship R$16,074;
(e)
Refers to the fair value of the contingent tax, civil and employment liabilities; and
(f)
Refers to the effect of the deferred taxes on the adjustments (a), (b), (c), (d) and (e) presented above, except for the amount of non-compete agreement which has its amortization allowed for fiscal purposes.
6.3
Business combination – Dánica
Acting through Avex, the Company acquired 100% of equity interest of Flora Dánica S.A. and its subsidiaries, Flora San Luis S.A. and GB Dan S.A. (“Dánica group”).
Dánica group has an extensive distribution structure for dry and refrigerated goods, in addition to the exportation of products to South Cone and to the development of products for the food service segment. The group is the market leader in margarine (62%) and vice leader in the production of sauces (20%) and its main trademarks are: Dánica, Manterina, Vegetalina, Danifesta and Primor.
Dánica’s productive capacity is presented below:
|
|
|
|
|
Activity
|
|
Localization
|
|
Productive capacity
|
Margarines and oils
|
|
Llavallol, Buenos Aires
|
|
4,000 ton per month
|
Sauces and mayonnaise
|
|
Villa Mercedes, San Luis
|
|
6,000 ton per month
|
Pasta and pastries
|
|
Avellaneda, Buenos Aires
|
|
350 ton per month
|
The amounts related to this business combination are presented below:
|
|
|
Cash consideration
|
|
80,594
|
Net assets acquired at fair value
|
|
70,085
|
Goodwill originated from the expectation of future profitability
|
|
10,509
|
80
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The identifiable assets acquired and liabilities assumed that were recognized on the date of acquisition and the corresponding fair value, on the date of acquisition, are presented below:
|
|
|
|
|
|
|
|
|
Net assets
|
|
Adjustments
|
|
Net assets
|
|
|
acquired on
|
|
CVM Deliberation
|
|
acquired
|
|
|
October 03, 2011
|
|
No. 665/11
|
|
at fair value
|
CURRENT
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
4,239
|
|
-
|
|
4,239
|
Trade accounts receivable
|
|
27,335
|
|
-
|
|
27,335
|
Inventories
|
|
22,292
|
|
490
|
(a) (b)
|
22,782
|
Recoverable Taxes
|
|
3,495
|
|
-
|
|
3,495
|
Other credits
|
|
1,143
|
|
-
|
|
1,143
|
|
|
58,504
|
|
490
|
|
58,994
|
NON CURRENT
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
13,071
|
|
51,901
|
(c)
|
64,972
|
Intangible
|
|
-
|
|
25,342
|
(d)
|
25,342
|
Other assets
|
|
3,160
|
|
-
|
|
3,160
|
|
|
16,231
|
|
77,243
|
|
93,474
|
TOTAL ASSETS
|
|
74,735
|
|
77,733
|
|
152,468
|
|
CURRENT
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Short term debts
|
|
214
|
|
-
|
|
214
|
Trade accounts payable
|
|
29,716
|
|
-
|
|
29,716
|
Salary and social obligations
|
|
3,674
|
|
-
|
|
3,674
|
Tax obligations
|
|
3,541
|
|
-
|
|
3,541
|
Other obligations
|
|
2,427
|
|
-
|
|
2,427
|
|
|
39,572
|
|
-
|
|
39,572
|
NON CURRENT
|
|
|
|
|
|
|
Long term debts
|
|
517
|
|
-
|
|
517
|
Contingent liabilities
|
|
-
|
|
12,673
|
(e)
|
12,673
|
Deferred Taxes
|
|
-
|
|
22,714
|
(f)
|
22,714
|
Other obligations
|
|
6,907
|
|
-
|
|
6,907
|
|
|
7,424
|
|
35,387
|
|
42,811
|
NET ASSETS
|
|
27,739
|
|
42,346
|
|
70,085
|
TOTAL LIABILITIES
|
|
74,735
|
|
77,733
|
|
152,468
|
(a)
Refers to the adjustment to the fair value of the inventories;
81
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
(
b
)
Refers to the adjustment to the fair value of the biological assets;
(c)
Refers to the adjustment to the fair value of the property, plant and equipments according to the appraisal report prepared by an external expert;
(d)
Refers to the fair value of the following intangible assets identified: customer relationship R$5,016, non-compete agreement R$163, exclusivity agreement R$610 and trademarks R$19,553;
(e)
Refers to the fair value of the contingent tax, civil and employment liabilities; and
(f)
Refers to the effect of the deferred taxes on the adjustments (a), (b), (c), (d) and (e) presented above, except for the amount of non-compete agreement which has its amortization allowed for fiscal purposes.
The acquisitions of Avex and Dánica Group were made to reinforce the Company’s trademarks in MERCOSUL, mainly through the expansion of the products portfolio, access to the local market and the expansion of export infrastructure.
82
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
7.
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Average rate
|
|
Parent company
|
|
Consolidated
|
|
|
(%p.a.)
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Cash and bank accounts:
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar
|
|
-
|
|
64
|
|
187
|
|
58,240
|
|
17,221
|
Brazilian Reais
|
|
-
|
|
57,005
|
|
16,973
|
|
113,923
|
|
65,174
|
Euro
|
|
-
|
|
-
|
|
240
|
|
15,190
|
|
43,746
|
Other currencies
|
|
-
|
|
-
|
|
-
|
|
2,545
|
|
3,928
|
|
|
|
|
57,069
|
|
17,400
|
|
189,898
|
|
130,069
|
Highly liquid investments:
|
|
|
|
|
|
|
|
|
|
|
In Brazilian Reais:
|
|
|
|
|
|
|
|
|
|
|
Investment funds
|
|
7.35%
|
|
11,948
|
|
11,313
|
|
13,347
|
|
12,367
|
Bank deposit certificates
|
|
7.23%
|
|
156,959
|
|
-
|
|
234,538
|
|
-
|
|
|
|
|
168,907
|
|
11,313
|
|
247,885
|
|
12,367
|
In U.S. Dollar:
|
|
|
|
|
|
|
|
|
|
|
Interest bearing account
|
|
0.04%
|
|
296
|
|
-
|
|
235,215
|
|
42,065
|
Term deposit
|
|
0.16%
|
|
95,487
|
|
-
|
|
389,964
|
|
371,344
|
Overnight
|
|
0.13%
|
|
62,194
|
|
28,001
|
|
199,461
|
|
458,236
|
In Euro:
|
|
|
|
|
|
|
|
|
|
|
Interest bearing account
|
|
0.07%
|
|
10,306
|
|
12,041
|
|
142,762
|
|
235,237
|
Term deposit
|
|
0.17%
|
|
-
|
|
-
|
|
59,756
|
|
82,372
|
Overnight
|
|
0.13%
|
|
-
|
|
-
|
|
-
|
|
17,815
|
Other currencies:
|
|
|
|
|
|
|
|
|
|
|
Interest bearing account
|
|
0.02%
|
|
-
|
|
-
|
|
32,360
|
|
17,338
|
Fixed term deposit
|
|
5.30%
|
|
-
|
|
-
|
|
9,456
|
|
-
|
|
|
|
|
168,283
|
|
40,042
|
|
1,068,974
|
|
1,224,407
|
|
|
|
|
394,259
|
|
68,755
|
|
1,506,757
|
|
1,366,843
|
8.
MARKETABLE SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
|
|
|
|
interest rate
|
|
Parent company
|
|
Consolidated
|
|
|
WATM
(1)
|
|
Currency
|
|
(% p.a.)
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit linked notes
|
|
6.45
|
|
US$
|
|
4.75%
|
|
-
|
|
-
|
|
169,893
|
|
146,954
|
Brazilian foreign debt securities
|
|
1.70
|
|
US$
|
|
2.88%
|
|
-
|
|
-
|
|
89,706
|
|
86,511
|
Shares
|
|
-
|
|
R$
|
|
-
|
|
1,144
|
|
1,685
|
|
1,144
|
|
1,685
|
|
|
|
|
|
|
|
|
1,144
|
|
1,685
|
|
260,743
|
|
235,150
|
Held for trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank deposit certificates
|
|
2.85
|
|
R$
|
|
7.37%
|
|
115,330
|
|
465,804
|
|
182,005
|
|
698,968
|
Financial treasury bills
|
|
1.50
|
|
R$
|
|
7.39%
|
|
98,808
|
|
296,046
|
|
98,808
|
|
355,137
|
|
|
|
|
|
|
|
|
214,138
|
|
761,850
|
|
280,813
|
|
1,054,105
|
Held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit linked notes
|
|
0.68
|
|
US$
|
|
4.86%
|
|
-
|
|
-
|
|
112,857
|
|
166,784
|
Financial treasury bills
|
|
5.00
|
|
R$
|
|
7.39%
|
|
-
|
|
-
|
|
50,877
|
|
-
|
|
|
|
|
|
|
|
|
-
|
|
-
|
|
163,734
|
|
166,784
|
|
|
|
|
|
|
|
|
215,282
|
|
763,535
|
|
705,290
|
|
1,456,039
|
Current
|
|
|
|
|
|
|
|
215,282
|
|
763,535
|
|
609,290
|
|
1,372,671
|
Non-current
|
|
|
|
|
|
|
|
-
|
|
-
|
|
96,000
|
|
83,368
|
(1)
Weighted average maturity term in years.
83
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
There were no changes in the characteristics of the modalities of marketable securities presented above, when compared to the information disclosed in the annual financial statements as of December 31, 2011 (note 8).
The unrealized gain by the change in fair value of the marketable securities available for sale, recorded in equity as of September 30, 2012 is R$16,590, net of income tax of R$494.
Additionally, on September 30, 2012, of the total of marketable securities, R$95,637 (R$88,177 as of December 31, 2011) were pledged as collateral for futures contract operations in U.S. Dollars and live cattle, traded on the Futures and Commodities Exchange (“BM&F”).
On September 30, 2012, the maturities of the non-current marketable securities is as follows:
|
|
|
|
|
BR GAAP and IFRS
|
Maturities
|
|
Consolidated
|
2013
|
|
45,124
|
2017
|
|
50,876
|
|
|
96,000
|
The Company conducted an analysis of sensitivity to foreign exchange rate as presented in note 4.8.
84
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
9. TRADE ACCOUNTS RECEIVABLE AND OTHER
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent Company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Current
|
|
|
|
|
|
|
|
|
Domestic third parties
|
|
611,240
|
|
949,489
|
|
1,314,609
|
|
1,863,996
|
Domestic related parties
|
|
221,119
|
|
44,959
|
|
-
|
|
-
|
Foreign third parties
|
|
83,325
|
|
37,422
|
|
1,397,292
|
|
1,375,472
|
Foreign related parties
|
|
692,983
|
|
409,061
|
|
-
|
|
-
|
( - ) Estimated losses on doubtful accounts
|
|
(13,009)
|
|
(13,557)
|
|
(52,650)
|
|
(31,655)
|
|
|
1,595,658
|
|
1,427,374
|
|
2,659,251
|
|
3,207,813
|
Credit notes
|
|
30,958
|
|
25,236
|
|
63,823
|
|
56,935
|
|
|
1,626,616
|
|
1,452,610
|
|
2,723,074
|
|
3,264,748
|
Non-current
|
|
|
|
|
|
|
|
|
Domestic third parties
|
|
53,691
|
|
51,802
|
|
89,910
|
|
53,060
|
Foreign third parties
|
|
539
|
|
499
|
|
2,642
|
|
3,948
|
( - ) Adjustment to present value
|
|
(444)
|
|
(670)
|
|
(444)
|
|
(670)
|
( - ) Estimated losses on doubtful accounts
|
|
(41,757)
|
|
(49,212)
|
|
(80,053)
|
|
(53,919)
|
|
|
12,029
|
|
2,419
|
|
12,055
|
|
2,419
|
Credit notes
|
|
78,546
|
|
75,547
|
|
162,037
|
|
147,322
|
|
|
90,575
|
|
77,966
|
|
174,092
|
|
149,741
|
The rollforward of estimated losses from doubtful accounts is presented below:
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Beginning balance
|
|
62,769
|
|
38,613
|
|
85,574
|
|
62,839
|
Additions
|
|
28,236
|
|
73,712
|
|
141,668
|
|
112,406
|
Business combination
(1)
|
|
-
|
|
-
|
|
7,482
|
|
-
|
Reversals
|
|
(26,165)
|
|
(34,935)
|
|
(84,846)
|
|
(65,279)
|
Write-offs
|
|
(10,115)
|
|
(14,677)
|
|
(17,657)
|
|
(24,596)
|
Exchange rate variation
|
|
41
|
|
56
|
|
482
|
|
204
|
Ending balance
|
|
54,766
|
|
62,769
|
|
132,703
|
|
85,574
|
(1)
Business combination with Quickfood (note 6).
The expense of the estimated losses on doubtful accounts was recorded as selling expenses in the statement of income. When efforts to recover accounts receivable prove unsuccessful, the amounts are written-off.
85
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
Breakdown by maturity of overdue amounts that are not included in estimated losses on doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
60 to 90 days
|
|
-
|
|
-
|
|
-
|
|
14,855
|
91 to 120 days
|
|
545
|
|
2,233
|
|
7,335
|
|
3,468
|
121 to 180 days
|
|
2,635
|
|
1,250
|
|
6,378
|
|
1,317
|
181 to 360 days
|
|
-
|
|
602
|
|
8,271
|
|
1,469
|
More than 360 days
|
|
-
|
|
1,397
|
|
-
|
|
15,466
|
|
|
3,180
|
|
5,482
|
|
21,984
|
|
36,575
|
The receivables excluded from estimated losses on doubtful accounts are secured by letters of credit issued by financial institutions and by credit insurance contracted with insurance companies.
The breakdown of accounts receivable by maturity is as follows:
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Current
|
|
1,592,290
|
|
1,404,775
|
|
2,556,202
|
|
2,924,510
|
Overdue:
|
|
|
|
|
|
|
|
|
From 01 to 60 days
|
|
13,623
|
|
22,169
|
|
105,557
|
|
251,163
|
From 61 to 120 days
|
|
3,863
|
|
7,488
|
|
25,770
|
|
30,298
|
From 121 to 180 days
|
|
3,999
|
|
4,388
|
|
15,778
|
|
13,064
|
From 181 to 360 days
|
|
6,153
|
|
4,366
|
|
20,460
|
|
8,517
|
More than 360 days
|
|
42,970
|
|
50,046
|
|
80,687
|
|
68,924
|
( - ) Adjustment to present value
|
|
(445)
|
|
(670)
|
|
(445)
|
|
(670)
|
( - ) Estimated losses on doubtful accounts
|
|
(54,766)
|
|
(62,769)
|
|
(132,703)
|
|
(85,574)
|
|
|
1,607,687
|
|
1,429,793
|
|
2,671,306
|
|
3,210,232
|
86
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
10. INVENTORIES
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Finished goods
|
|
871,185
|
|
708,162
|
|
2,160,285
|
|
1,633,492
|
Goods for resale
|
|
10,572
|
|
7,270
|
|
19,254
|
|
8,575
|
Work in process
|
|
71,611
|
|
85,700
|
|
138,295
|
|
316,875
|
Raw materials
|
|
212,342
|
|
112,490
|
|
583,536
|
|
214,630
|
Packaging materials
|
|
38,933
|
|
61,539
|
|
82,101
|
|
99,925
|
Secondary materials
|
|
76,097
|
|
71,341
|
|
189,262
|
|
153,898
|
Warehouse
|
|
72,040
|
|
71,972
|
|
105,538
|
|
112,001
|
Goods in transit
|
|
13,041
|
|
4,291
|
|
68,011
|
|
26,147
|
Imports in transit
|
|
16,609
|
|
13,357
|
|
61,429
|
|
83,640
|
Advances to suppliers
|
|
26,470
|
|
30,028
|
|
27,857
|
|
30,028
|
|
|
1,408,900
|
|
1,166,150
|
|
3,435,568
|
|
2,679,211
|
The increase in the balance of finished goods is mainly related to the following factors: (i) R$186,000 due to the lower volume of sales compared to the production plan of in-natura products in the domestic market, that will be recovered in a subsequent period; (ii) R$121,000 related to the strategic increase of the level of the inventories to attend the recovery of the demand in the foreign market, expected to occur as from September 2012; (iii) R$81,000 related to the festive items; and (iv) R$56,000 due to the business combination with Quickfood.
The write-offs of products sold from inventories to cost of sales during the nine-month period ended September 30, 2012, totaled R$
8,694,674
at the parent company and R$
16,013,183
in the consolidated (on September 30, 2011, R$7,401,192 at the parent company and R$13,894,972 in the consolidated). Such amounts include the additions and reversals of inventory provisions presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
12.31.11
|
|
Additions
|
|
Reversals
|
|
Write-offs
|
|
09.30.12
|
Provision for losses to the disposable value
|
|
(19,899)
|
|
(16,285)
|
|
25,915
|
|
-
|
|
(10,269)
|
Provision for deterioration
|
|
(3,404)
|
|
(6,689)
|
|
-
|
|
3,689
|
|
(6,404)
|
Provision for obsolescence
|
|
(629)
|
|
(1,253)
|
|
-
|
|
1,157
|
|
(725)
|
Provision for losses TCD
|
|
-
|
|
(3,289)
|
|
-
|
|
2,824
|
|
(465)
|
|
|
(23,932)
|
|
(27,516)
|
|
25,915
|
|
7,670
|
|
(17,863)
|
87
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
|
|
|
|
Business
|
|
|
|
|
|
Exchange
|
|
|
|
|
12.31.11
|
|
Additions
|
|
combination
(1)
|
|
Reversals
|
|
Write-offs rate
|
|
variation
|
|
09.30.12
|
Provision for losses to the disposable value
|
|
(41,963)
|
|
(53,638)
|
|
-
|
|
69,517
|
|
-
|
|
1,002
|
|
(25,082)
|
Provision for deterioration
|
|
(12,841)
|
|
(16,398)
|
|
-
|
|
-
|
|
14,742
|
|
67
|
|
(14,430)
|
Provision for obsolescence
|
|
(3,223)
|
|
(3,251)
|
|
(1,539)
|
|
-
|
|
4,522
|
|
-
|
|
(3,491)
|
Provision for losses TCD
|
|
-
|
|
(3,289)
|
|
-
|
|
-
|
|
2,824
|
|
-
|
|
(465)
|
|
|
(58,027)
|
|
(76,576)
|
|
(1,539)
|
|
69,517
|
|
22,088
|
|
1,069
|
|
(43,468)
|
(1)
Business combination with Quickfood (note 6).
The additions presented in the provision for inventory losses are mainly related to the decrease in the foreign market sales price of griller and the domestic market of whole poultry in-natura which occurred during the first semester. The reversals recorded during the quarter are related to the decrease in the critical inventory of griller chicken and to the recovery of the foreign market sales price as from the second semester of 2012.
Additionally, during the nine-month period ended September 30, 2012, there were write-offs of inventories in the amount of R$
22,257
at the parent company and R$
33,063
in the consolidated (on September 30, 2011, R$19,622 at the parent company and R$38,209 in the consolidated), referring to deteriorated items, which have been charged to the statement of income.
Management expects inventories to be recovered in a period of less than 12 months.
On September 30, 2012, R$39,999 (R$67,079 as of December 31, 2011) of the balance of inventories of the parent company and consolidated was pledged as collateral for rural credit operations.
11.
BIOLOGICAL ASSETS
The group of biological assets of the Company comprises living animals which are segregated by the categories: poultry, pork and cattle. In addition, these categories were separated into consumable and for production.
In Management’s opinion, the fair value of the biological assets is substantially represented by the cost of breeding, mainly due to the short life cycle of the animals and to the fact that a significant portion of the profitability of our products derives from the manufacturing process and not from obtaining in-natura meat (raw materials at slaughtering point). This opinion is supported by a fair value appraisal report prepared by an independent expert, which presented an immaterial difference between the two methodologies. Therefore, Management maintained the biological assets at formation cost.
During the nine-month period ended September 30, 2012, Management did not identify any event that could impact the business model or the assumptions utilized in the analysis performed as of December 31, 2011, and considering this, did not update the independent appraisal report that supports the accounting practice adopted by the Company.
88
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The quantities and accounting balances per category of biological assets are presented below:
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
09.30.12
|
|
12.31.11
|
|
|
Quantity
|
|
Value
|
|
Quantity
|
|
Value
|
Consumable biological assets
|
|
|
|
|
|
|
|
|
Immature poultry
|
|
96,974
|
|
241,384
|
|
103,087
|
|
207,615
|
Immature pork
|
|
1,466
|
|
258,319
|
|
1,646
|
|
257,692
|
Immature cattle
|
|
188
|
|
230,841
|
|
75
|
|
89,176
|
Total current
|
|
98,628
|
|
730,544
|
|
104,808
|
|
554,483
|
Production biological assets
|
|
|
|
|
|
|
|
|
Immature poultry
|
|
3,810
|
|
46,549
|
|
3,756
|
|
46,987
|
Mature poultry
|
|
4,974
|
|
64,905
|
|
5,569
|
|
62,632
|
Immature pork
|
|
4
|
|
1,167
|
|
5
|
|
945
|
Mature pork
|
|
153
|
|
64,027
|
|
165
|
|
68,624
|
Total non-current
|
|
8,941
|
|
176,648
|
|
9,495
|
|
179,188
|
|
|
107,569
|
|
907,192
|
|
114,303
|
|
733,671
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
|
Quantity
|
|
Value
|
|
Quantity
|
|
Value
|
Consumable biological assets
|
|
|
|
|
|
|
|
|
Immature poultry
|
|
201,937
|
|
576,038
|
|
209,732
|
|
485,359
|
Immature pork
|
|
3,402
|
|
580,472
|
|
3,803
|
|
581,546
|
Immature cattle
|
|
188
|
|
230,841
|
|
75
|
|
89,176
|
Total current
|
|
205,527
|
|
1,387,351
|
|
213,610
|
|
1,156,081
|
Production biological assets
|
|
|
|
|
|
|
|
|
Immature poultry
|
|
7,764
|
|
104,066
|
|
7,643
|
|
97,458
|
Mature poultry
|
|
10,220
|
|
133,949
|
|
12,006
|
|
132,043
|
Immature pork
|
|
125
|
|
22,397
|
|
125
|
|
18,370
|
Mature pork
|
|
374
|
|
140,134
|
|
409
|
|
139,512
|
Total non-current
|
|
18,483
|
|
400,546
|
|
20,183
|
|
387,383
|
|
|
224,010
|
|
1,787,897
|
|
233,793
|
|
1,543,464
|
89
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The rollforward of biological assets for the period is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
Current
|
|
Non-current
|
|
|
Poultry
|
|
Pork
|
|
Cattle
|
|
Total
|
|
Poultry
|
|
Pork
|
|
Total
|
Balance as of 12.31.11
|
|
207,615
|
|
257,692
|
|
89,176
|
|
554,483
|
|
109,619
|
|
69,569
|
|
179,188
|
Increase due to acquisition
|
|
75,526
|
|
343,966
|
|
290,017
|
|
709,509
|
|
24,754
|
|
35,986
|
|
60,740
|
Increase due to reproduction, consumption
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of ration, medication and remuneration of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
partnership
|
|
2,135,011
|
|
512,803
|
|
64,487
|
|
2,712,301
|
|
104,660
|
|
223
|
|
104,883
|
Depreciation
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(108,588)
|
|
(17,316)
|
|
(125,904)
|
Transfer between current and non-current
|
|
17,486
|
|
15,049
|
|
-
|
|
32,535
|
|
(17,486)
|
|
(15,049)
|
|
(32,535)
|
Reduction due to slaughtering
|
|
(2,194,254)
|
|
(842,756)
|
|
(212,839)
|
|
(3,249,849)
|
|
-
|
|
-
|
|
-
|
Write-off TCD
|
|
-
|
|
(28,435)
|
|
-
|
|
(28,435)
|
|
(1,505)
|
|
(8,219)
|
|
(9,724)
|
Balance as of 09.30.12
|
|
241,384
|
|
258,319
|
|
230,841
|
|
730,544
|
|
111,454
|
|
65,194
|
|
176,648
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
Current
|
|
Non-current
|
|
|
Poultry
|
|
Pork
|
|
Cattle
|
|
Total
|
|
Poultry
|
|
Pork
|
|
Total
|
Balance as of 12.31.11
|
|
485,359
|
|
581,546
|
|
89,176
|
|
1,156,081
|
|
229,501
|
|
157,882
|
|
387,383
|
Increase due to acquisition
|
|
216,427
|
|
772,576
|
|
290,017
|
|
1,279,020
|
|
42,688
|
|
47,971
|
|
90,659
|
Increase due to reproduction, consumption
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of ration, medication and remuneration of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
partnership
|
|
4,433,159
|
|
1,299,519
|
|
64,487
|
|
5,797,165
|
|
231,433
|
|
37,204
|
|
268,637
|
Depreciation
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(223,164)
|
|
(29,341)
|
|
(252,505)
|
Transfer between current and non-current
|
|
38,188
|
|
42,967
|
|
-
|
|
81,155
|
|
(38,188)
|
|
(42,966)
|
|
(81,154)
|
Reduction due to slaughtering
|
|
(4,597,095)
|
|
(2,087,701)
|
|
(212,839)
|
|
(6,897,635)
|
|
-
|
|
-
|
|
-
|
Write-off TCD
|
|
-
|
|
(28,435)
|
|
-
|
|
(28,435)
|
|
(4,255)
|
|
(8,219)
|
|
(12,474)
|
Balance as of 09.30.12
|
|
576,038
|
|
580,472
|
|
230,841
|
|
1,387,351
|
|
238,015
|
|
162,531
|
|
400,546
|
The costs of the breeding animals are depreciated using the straight-line method for a period from 15 to 30 months.
12.
RECOVERABLE TAXES
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
State ICMS ("VAT")
|
|
322,940
|
|
254,809
|
|
938,934
|
|
754,329
|
PIS and COFINS ("Federal Taxes to Social Fund Programs")
|
|
760,245
|
|
608,880
|
|
880,756
|
|
755,270
|
Withholding income and social contribution tax
|
|
78,208
|
|
179,096
|
|
149,886
|
|
211,047
|
IPI ("Federal VAT")
|
|
1,056
|
|
1,552
|
|
58,071
|
|
57,241
|
Other
|
|
26,400
|
|
1,099
|
|
60,549
|
|
26,483
|
( - ) Allowance for losses
|
|
(23,338)
|
|
(23,340)
|
|
(169,159)
|
|
(151,829)
|
|
|
1,165,511
|
|
1,022,096
|
|
1,919,037
|
|
1,652,541
|
|
Current
|
|
811,460
|
|
572,720
|
|
1,185,142
|
|
907,929
|
Non-current
|
|
354,051
|
|
449,376
|
|
733,895
|
|
744,612
|
90
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The rollforward of the allowance for losses is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
|
|
Parent company
|
|
|
|
|
12.31.11
|
|
Reversals
|
|
09.30.12
|
Allowance for losses - State ICMS ("VAT")
|
|
|
|
(23,340)
|
|
2
|
|
(23,338)
|
|
|
|
|
(23,340)
|
|
2
|
|
(23,338)
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
12.31.11
|
|
Additions
|
|
Reversals
|
|
06.30.12
|
Allowance for losses - State ICMS ("VAT")
|
|
(126,792)
|
|
(17,517)
|
|
1,618
|
|
(142,691)
|
Allowance for losses - PIS and COFINS ("Federal Taxes to Social Fund Programs")
|
|
(12,865)
|
|
(3,994)
|
|
6,561
|
|
(10,298)
|
Allowance for losses - IPI ("Federal VAT")
|
|
(12,172)
|
|
(2,601)
|
|
33
|
|
(14,740)
|
Allowance for losses - Other
|
|
-
|
|
(3,495)
|
|
2,065
|
|
(1,430)
|
|
|
(151,829)
|
|
(27,607)
|
|
10,277
|
|
(169,159)
|
The increase in the balance during the nine-month period ended September 30, 2012 is mainly due to the tax credits arising from exports occurred through the States of Paraná and Santa Catarina.
13.
NON-CURRENT ASSETS HELD FOR SALE
The rollforward of assets held for sale is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
|
|
Transfers from
|
|
Transfers to
|
|
|
|
|
|
|
|
|
|
|
property, plant and
|
|
property, plant and
|
|
|
|
|
|
|
|
|
12.31.11
|
|
equipment
|
|
equipment
|
|
Disposals
|
|
Write-off TCD
|
|
09.30.12
|
Lands
|
|
2,738
|
|
2,004
|
|
-
|
|
(94)
|
|
-
|
|
4,648
|
Buildings and improvements
|
|
2,931
|
|
4,833
|
|
-
|
|
-
|
|
-
|
|
7,764
|
Machinery and equipment
|
|
289
|
|
938
|
|
(34)
|
|
(167)
|
|
(55)
|
|
971
|
Facilities
|
|
6
|
|
74
|
|
-
|
|
-
|
|
-
|
|
80
|
Furniture
|
|
-
|
|
9
|
|
-
|
|
-
|
|
-
|
|
9
|
Vehicles and aircraft
|
|
-
|
|
195
|
|
(70)
|
|
(69)
|
|
(15)
|
|
41
|
Others
|
|
16
|
|
-
|
|
-
|
|
-
|
|
-
|
|
16
|
|
|
5,980
|
|
8,053
|
|
(104)
|
|
(330)
|
|
(70)
|
|
13,529
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
|
|
Transfers from
|
|
Transfers to
|
|
|
|
|
|
|
|
|
|
|
property, plant and
|
|
property, plant and
|
|
|
|
|
|
|
|
|
12.31.11
|
|
equipment
|
|
equipment
|
|
Disposals
|
|
Write-off TCD
|
|
09.30.12
|
Lands
|
|
8,730
|
|
2,004
|
|
-
|
|
(94)
|
|
(18)
|
|
10,622
|
Buildings and improvements
|
|
8,162
|
|
4,833
|
|
-
|
|
-
|
|
-
|
|
12,995
|
Machinery and equipment
|
|
1,637
|
|
1,557
|
|
(34)
|
|
(167)
|
|
(55)
|
|
2,938
|
Facilities
|
|
6
|
|
74
|
|
-
|
|
-
|
|
-
|
|
80
|
Furniture
|
|
-
|
|
9
|
|
-
|
|
-
|
|
-
|
|
9
|
Vehicles and aircraft
|
|
-
|
|
195
|
|
(70)
|
|
(69)
|
|
(15)
|
|
41
|
Others
|
|
472
|
|
-
|
|
-
|
|
-
|
|
-
|
|
472
|
|
|
19,007
|
|
8,672
|
|
(104)
|
|
(330)
|
|
(88)
|
|
27,157
|
91
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
14. INCOME TAX AND SOCIAL CONTRIBUTION
14.1.
Deferred income tax and social contribution composition
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Assets:
|
|
|
|
|
|
|
|
|
Tax loss carryforwards (corporate income tax)
|
|
541,064
|
|
380,462
|
|
900,734
|
|
765,055
|
Valuation allowance for tax losses
|
|
-
|
|
-
|
|
(166,980)
|
|
(166,762)
|
Negative calculation basis (social contribution tax)
|
|
214,391
|
|
153,124
|
|
346,791
|
|
297,062
|
Allowance for negative calculation basis losses
|
|
-
|
|
-
|
|
(48,527)
|
|
(48,443)
|
Temporary differences:
|
|
|
|
|
|
|
|
|
Provisions for tax, civil and labor risk
|
|
57,603
|
|
63,934
|
|
114,754
|
|
121,763
|
Suspended collection taxes
|
|
41,033
|
|
36,499
|
|
47,049
|
|
36,499
|
Provision for estimated losses with doubtful accounts
|
|
5,350
|
|
9,471
|
|
14,602
|
|
12,681
|
Provision for property, plant and equipment losses
|
|
639
|
|
8,307
|
|
3,317
|
|
11,709
|
Provision for tax credits realization
|
|
7,936
|
|
7,936
|
|
57,230
|
|
47,571
|
Provision for other obligations
|
|
23,542
|
|
24,804
|
|
42,015
|
|
50,923
|
Employees' profit sharing
|
|
6,264
|
|
56,014
|
|
6,264
|
|
72,432
|
Provision for inventories
|
|
6,073
|
|
8,137
|
|
9,939
|
|
12,224
|
Employees' benefits plan
|
|
41,247
|
|
38,323
|
|
97,047
|
|
90,457
|
Amortization on fair value of business combination
|
|
2,514
|
|
4,130
|
|
6,444
|
|
8,753
|
Business combination - Sadia
|
|
-
|
|
-
|
|
1,145,411
|
|
1,139,668
|
Unrealized losses on derivatives
|
|
76,429
|
|
62,644
|
|
76,429
|
|
62,644
|
Unrealized losses on inventories
|
|
-
|
|
-
|
|
3,958
|
|
4,230
|
Adjustments relating to the transition tax regime
|
|
124,386
|
|
63,891
|
|
135,763
|
|
76,102
|
Provision for losses
|
|
8,901
|
|
9,098
|
|
11,398
|
|
10,488
|
Other temporary differences
|
|
5,813
|
|
8,833
|
|
17,808
|
|
23,694
|
|
|
1,163,185
|
|
935,607
|
|
2,821,446
|
|
2,628,750
|
Liabilities:
|
|
|
|
|
|
|
|
|
Estimated annual effective tax rate - CPC 21
|
|
46,655
|
|
-
|
|
37,357
|
|
-
|
Temporary differences:
|
|
|
|
|
|
|
|
|
Depreciation on rural activities
|
|
-
|
|
409
|
|
37,083
|
|
68,832
|
Adjustments relating to the transition tax regime
|
|
401,612
|
|
337,804
|
|
643,642
|
|
531,056
|
Business combination - Sadia, Avex and Dánica
|
|
-
|
|
-
|
|
1,223,038
|
|
1,181,582
|
Other temporary differences
|
|
1,072
|
|
2,393
|
|
1,310
|
|
10,427
|
|
|
449,339
|
|
340,606
|
|
1,942,430
|
|
1,791,897
|
Certain subsidiaries of the Company in Brazil have tax loss carry forwards and negative basis of social contribution of R$34,885 and R$34,769, respectively, (R$31,650 and R$31,470 on December 31, 2011), for which the Company have not recorded a related deferred tax asset. If there was any expectation that such tax credits would be realized the amount to be recognized in the balance would be R$11,851 (R$10,745 as of December 31, 2011).
As disclosed to the market on February 9, 2012, the Company´s Board of Directors approved the merger of the wholly-owned subsidiary Sadia with BRF, which will be implemented on December 31, 2012. The main purpose of this merge is to maximize synergies and to rationalize activities, with consequent reductions in administrative
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
92
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
and operating costs and increasing in productivity.
The decision to merge Sadia into BRF resulted in the recognition of a loss in fiscal year 2011 of R$215,205 on the valuation allowance for tax loss carryforwards, which will not be recovered after the merger. The value of the loss reflects Management's best estimate at September 30, 2012, considering the available information. The final value of the impact of the merger of Sadia into BRF will be known on December 31, 2012.
As per the requirements of paragraph 28 of CVM Deliberation No. 673/11, during the year the Company started to disclose the income tax expense based on the best estimate of the annual weighted effective tax rate for the fiscal year ending December 31, 2012. As a consequence, the income tax expense for the nine-month period ended September 30, 2012 was adjusted by a credit in the amount of R$46,655 at the parent company and R$37,357 in the consolidated, as disclosed in note 14.3.
14.2.
Estimated time of realization
Management considers that deferred tax assets related to temporary differences will be realized as the lawsuits are resolved. The deferred tax assets resulting from temporary differences of employee benefits will be realized at the payment of the projected obligations.
Management estimates that the deferred tax assets originated from tax losses carry forwards and negative basis of social contribution are expected to be realized as set forth below:
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
Year
|
|
Value
|
|
Value
|
2012
|
|
-
|
|
264,849
|
2013
|
|
44,380
|
|
45,518
|
2014
|
|
66,763
|
|
67,993
|
2015
|
|
72,836
|
|
74,154
|
2016
|
|
87,637
|
|
89,060
|
2017-2019
|
|
374,822
|
|
379,818
|
2020-2021
|
|
109,017
|
|
110,626
|
|
|
755,455
|
|
1,032,018
|
When assessing the likelihood of the realization of deferred tax assets, Management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
93
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
differences are deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected taxable income and tax-planning strategies when performing this assessment. Based on the level of historical taxable income and projections for future taxable income, management believes that it is more likely than not that the Company will realize the benefits of these deductible differences. The amount of the deferred tax asset is considered realizable, however, could be impacted in the short term if estimates of future taxable income during the carryforward period are reduced.
14.3.
Income and social contribution taxes reconciliation
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
|
09.30.12
|
|
09.30.11
|
Income before taxes
|
|
156,727
|
|
1,146,944
|
|
301,063
|
|
1,198,859
|
Nominal tax rate
|
|
34.00%
|
|
34.00%
|
|
34.00%
|
|
34.00%
|
Tax expense at nominal rate
|
|
(53,287)
|
|
(389,961)
|
|
(102,361)
|
|
(407,612)
|
|
Adjustments of taxes and contributions on:
|
|
|
|
|
|
|
|
|
Equity interest in income of affiliates
|
|
144,984
|
|
379,929
|
|
5,097
|
|
1,563
|
Exchange rate variation on foreign investments
|
|
27,026
|
|
44,159
|
|
49,672
|
|
75,351
|
Difference of tax rates on earnings from foreign subsidiaries
|
|
-
|
|
-
|
|
(19,770)
|
|
267,431
|
Interest on shareholders' equity
|
|
34,000
|
|
60,297
|
|
34,000
|
|
99,397
|
Results from foreign subsidiaries
|
|
-
|
|
-
|
|
(238)
|
|
(3,928)
|
Profit sharing
|
|
(906)
|
|
(2,646)
|
|
(773)
|
|
(4,219)
|
Donations
|
|
(1,401)
|
|
(322)
|
|
(3,204)
|
|
(2,269)
|
Penalties
|
|
(6,549)
|
|
(480)
|
|
(4,610)
|
|
(2,860)
|
Estimated annual effective tax rate
|
|
(46,655)
|
|
-
|
|
(37,357)
|
|
-
|
Other adjustments
|
|
(3,481)
|
|
8,480
|
|
31,312
|
|
20,565
|
|
|
93,731
|
|
99,456
|
|
(48,232)
|
|
43,419
|
|
Current income tax
|
|
(716)
|
|
-
|
|
(97,200)
|
|
(10,218)
|
Deferred income tax
|
|
94,447
|
|
99,456
|
|
48,968
|
|
53,637
|
The taxable income, current and deferred income tax from foreign subsidiaries is presented below:
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
Taxable income from foreign subsidiaries
|
|
(48,053)
|
|
741,632
|
Current income taxes expense from foreign subsidiaries
|
|
(1,640)
|
|
(8,994)
|
Deferred income taxes benefit from foreign subsidiaries
|
|
9,408
|
|
5,030
|
The Company determined that the total profit accounted for by holdings of their foreign wholly-owned subsidiaries will not be redistributed. Such resources will be utilized for investments in the subsidiaries, and thus no deferred income taxes were
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
94
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
recognized. The total of undistributed earnings correspond to R$2,087,455 as of September 30, 2012 (R$2,057,655 as of December 31, 2011).
The Brazilian income taxes are subject to review for a 5-year period, during which the tax authorities might audit and assess the Company for additional taxes and penalties, in case inconsistencies are found. Subsidiaries located abroad are taxed in their respective jurisdictions, according to the tax legislation of each country.
15.
JUDICIAL DEPOSITS
The rollforward of the judicial deposits is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
12.31.11
|
|
Additions
|
|
Reversals
|
|
Write-offs
|
|
09.30.12
|
Tax
|
|
29,286
|
|
65,038
|
|
(1)
|
|
-
|
|
94,323
|
Labor
|
|
67,540
|
|
31,032
|
|
(28,119)
|
|
(3,312)
|
|
67,141
|
Civil, commercial and other
|
|
13,756
|
|
6,771
|
|
(382)
|
|
(4,737)
|
|
15,408
|
|
|
110,582
|
|
102,841
|
|
(28,502)
|
|
(8,049)
|
|
176,872
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
12.31.11
|
|
Additions
|
|
Reversals
|
|
Write-offs
|
|
09.30.12
|
Tax
(1)
|
|
92,993
|
|
100,793
|
|
(11,583)
|
|
(633)
|
|
181,570
|
Labor
|
|
115,880
|
|
48,204
|
|
(37,852)
|
|
(8,527)
|
|
117,705
|
Civil, commercial and other
|
|
19,388
|
|
18,325
|
|
(384)
|
|
(12,037)
|
|
25,292
|
|
|
228,261
|
|
167,322
|
|
(49,819)
|
|
(21,197)
|
|
324,567
|
(1)
The additions are mainly represented by judicial deposits related to the incidence of the Provisional Contribution on Financial Transactions ("CPMF") of R$ 34,078 and the incidence of VAT in the state of Minas Gerais differently in respect of products sold as the state of origin R$29,840.
16.
RESTRICTED CASH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
BR GAAP and IFRS
|
|
|
|
|
|
|
interest rate
|
|
|
|
Consolidated
|
|
|
WATM
(1)
|
|
Currency
|
|
(% p.a.)
|
|
09.30.12
|
|
12.31.11
|
Guarantee deposit
|
|
-
|
|
US$
|
|
0.22%
|
|
8,824
|
|
-
|
National treasury certificates
|
|
7.53
|
|
R$
|
|
19.80%
|
|
80,759
|
|
70,020
|
|
|
|
|
|
|
|
|
89,583
|
|
70,020
|
(1)
Weighted average maturity term (in years).
95
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The deposit above mentioned guarantees a financial debt of the subsidiary Quickfood with Rabobank.
The national treasury certificates classified as held to maturity are pledged as collateral for the loan obtained through the Special Program Asset Restructuring ("PESA"), see note 20 of these quarterly financial information.
17.
INVESTMENTS
17.1.
Investments breakdown
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Investment in associates
|
|
6,452,122
|
|
5,922,132
|
|
26,820
(2)
|
|
19,505
|
Fair value of assets acquired and liabilities assumed
|
|
2,291,804
|
|
2,486,827
|
|
-
|
|
-
|
Goodwill based on expectation of future profitability
|
|
1,214,036
|
|
1,293,818
|
|
-
|
|
-
|
Non-allocated goodwill from business combination
(1)
|
|
475,330
|
|
26,165
|
|
-
|
|
-
|
Advance for future capital increase
|
|
441,812
|
|
429,812
|
|
-
|
|
-
|
Other investments
|
|
834
|
|
834
|
|
1,949
|
|
894
|
|
|
10,875,938
|
|
10,159,588
|
|
28,769
|
|
20,399
|
(1)
Business combination with Quickfood (note 6) and Heloísa.
(2)
The increase refers to investments in Rising Star (17.4).
96
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
17.2. Summarized financial information of direct subsidiaries and affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heloísa Ind.
|
|
|
|
|
|
|
|
|
|
|
VIP S.A.
|
|
|
|
|
|
|
|
|
|
|
|
Com.
|
|
|
|
|
|
|
|
|
|
|
Empr. e
|
|
Avipal
|
|
Avipal
|
|
|
|
|
|
|
|
Produtos
|
|
Establec.
|
|
Crossban
|
|
|
|
|
|
|
Particip.
|
|
Construtora
|
|
Centro
|
|
PSA Labor.
|
|
Perdigão
|
|
PDF Partici-
|
|
Lácteos
|
|
Levino
|
|
Holdings
|
|
Quickfood
|
|
|
Sadia S.A.
|
|
Imob.
|
|
S.A.
|
|
Oeste S.A.
|
|
Veter. Ltda.
|
|
Trading S.A.
|
|
pações Ltda.
|
|
Ltda.
|
|
Zaccardi
|
|
GmbH
|
|
S.A.
|
|
|
09.30.12
|
|
09.30.12
|
|
09.30.12
|
|
09.30.12
|
|
09.30.12
|
|
09.30.12
|
|
09.30.12
|
|
09.30.12
|
|
09.30.12
|
|
09.30.12
|
|
09.30.12
|
Current Assets
|
|
4,966,700
|
|
47,437
|
|
121
|
|
84
|
|
99
|
|
108
|
|
1
|
|
16,752
|
|
7,257
|
|
109,812
|
|
140,195
|
Non-current Assets
|
|
7,028,930
|
|
99,678
|
|
-
|
|
-
|
|
7,439
|
|
1,573
|
|
-
|
|
77,170
|
|
2,313
|
|
1,144,842
|
|
78,560
|
Current Liabilities
|
|
(4,201,591)
|
|
(550)
|
|
(5)
|
|
-
|
|
-
|
|
(412)
|
|
-
|
|
(12,047)
|
|
(2,108)
|
|
(1,069)
|
|
(132,012)
|
Non-current Liabilities
|
|
(2,409,753)
|
|
(4,071)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,630)
|
|
(6,094)
|
|
(7,256)
|
|
(13,055)
|
Shareholders Equity
|
|
(5,384,286)
|
|
(142,494)
|
|
(116)
|
|
(84)
|
|
(7,538)
|
|
(1,269)
|
|
(1)
|
|
(80,245)
|
|
(1,368)
|
|
(1,246,329)
|
|
(73,688)
|
|
Net Revenues
|
|
10,795,529
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
46,661
|
|
5,575
|
|
442
|
|
200,688
|
Net income (loss)
|
|
534,606
|
|
9,301
|
|
62
|
|
(181)
|
|
(3,895)
|
|
(719)
|
|
-
|
|
(4,267)
|
|
622
|
|
(139,859)
|
|
5,075
|
|
|
|
|
12.31.11
|
|
12.31.11
|
|
12.31.11
|
|
12.31.11
|
|
12.31.11
|
|
12.31.11
|
|
12.31.11
|
|
12.31.11
|
|
12.31.11
|
|
12.31.11
|
|
12.31.11
|
Current Assets
|
|
4,977,392
|
|
46,982
|
|
131
|
|
265
|
|
99
|
|
100
|
|
1
|
|
37,430
|
|
6,633
|
|
90,700
|
|
-
|
Non-current Assets
|
|
5,903,429
|
|
87,620
|
|
-
|
|
-
|
|
11,334
|
|
2,301
|
|
-
|
|
52,708
|
|
2,916
|
|
1,237,696
|
|
-
|
Current Liabilities
|
|
(3,818,241)
|
|
(391)
|
|
(5)
|
|
-
|
|
-
|
|
(412)
|
|
-
|
|
(8,011)
|
|
(6,859)
|
|
(2,721)
|
|
-
|
Non-current Liabilities
|
|
(2,088,931)
|
|
(1,029)
|
|
(72)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,321)
|
|
(173)
|
|
(4,387)
|
|
-
|
Shareholders Equity
|
|
(4,973,649)
|
|
(133,182)
|
|
(54)
|
|
(265)
|
|
(11,433)
|
|
(1,989)
|
|
(1)
|
|
(79,806)
|
|
(2,517)
|
|
(1,321,288)
|
|
-
|
|
Net Revenues
|
|
13,407,814
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,138
|
|
10,275
|
|
583
|
|
-
|
Net income (loss)
|
|
716,080
|
|
85,172
|
|
3
|
|
2
|
|
584
|
|
115
|
|
-
|
|
(1,029)
|
|
1,331
|
|
324,602
|
|
-
|
97
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
17.3. Rollforward of direct investments – Parent Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heloísa Ind.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VIP S.A. Empr.
|
|
|
|
|
|
Avipal
|
|
|
|
|
|
|
|
Com.
|
|
Establec.
|
|
Crossban
|
|
|
|
|
|
|
|
|
|
|
e Particip.
|
|
Avipal Centro
|
|
PSA Labor.
|
|
Construtora
|
|
Perdigão
|
|
UP! Alimen-
|
|
PDFPartici
|
|
Produtos
|
|
Levino
|
|
Holdings
|
|
Quickfood
|
|
|
|
Total
|
|
|
Sadia S.A.
|
|
Imob
|
|
Oeste S.A.
|
|
Veter. Ltda
|
|
S.A.
|
|
S.A. Trading
|
|
tos Ltda
|
|
pações Ltda
|
|
Lácteos Ltda.
|
|
Zaccardi
|
|
GmbH
|
|
S.A.
|
|
09.30.12
|
|
12.31.11
|
a) Capital share as of September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of share
|
|
100.00%
|
|
65.49%
|
|
100.00%
|
|
88.00%
|
|
100.00%
|
|
100.00%
|
|
50.00%
|
|
1.00%
|
|
100.00%
|
|
90.00%
|
|
100.00%
|
|
90.05%
|
|
|
|
|
Total number of shares and membership interests
|
|
1,673,567,393
|
|
14,249,459
|
|
6,963,854
|
|
5,463,850
|
|
445,362
|
|
100,000
|
|
1,000
|
|
1,000
|
|
46,000,000
|
|
100
|
|
1
|
|
36,469,606
|
|
|
|
|
Number of shares and membership interest held
|
|
1,673,567,393
|
|
9,331,971
|
|
6,963,854
|
|
4,808,188
|
|
445,362
|
|
100,000
|
|
500
|
|
10
|
|
46,000,000
|
|
90
|
|
1
|
|
32,841,224
|
|
|
|
|
b) Subsidiaries' information as of September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock
|
|
5,351,529
|
|
40,061
|
|
5,972
|
|
5,564
|
|
445
|
|
100
|
|
1
|
|
1
|
|
110,000
|
|
41
|
|
4,858
|
|
16,291
|
|
|
|
|
Shareholders' equity
|
|
5,384,286
|
|
142,494
|
|
84
|
|
7,538
|
|
116
|
|
1,269
|
|
30,127
|
|
1
|
|
80,245
|
|
1,368
|
|
1,246,329
|
|
73,688
|
|
|
|
|
Fair value adjustments
|
|
2,291,804
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
Goodwill based on expectation of future profitability
|
|
1,214,036
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
Preliminary goodwill from business combination
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
33,461
|
|
-
|
|
-
|
|
441,869
|
|
|
|
|
Income (loss) for the period
|
|
534,606
|
|
9,301
|
|
(181)
|
|
(3,895)
|
|
62
|
|
(719)
|
|
30,126
|
|
-
|
|
(4,267)
|
|
622
|
|
(139,859)
|
|
5,075
|
|
|
|
|
c) Balance of investments as of September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of the investment in the beginning of the year
|
|
8,634,918
|
|
87,221
|
|
265
|
|
10,072
|
|
54
|
|
1,988
|
|
8,988
|
|
-
|
|
105,973
|
|
973
|
|
1,308,304
|
|
-
|
|
10,158,756
|
|
8,673,372
|
Equity pick up
|
|
534,606
|
|
6,091
|
|
(181)
|
|
(3,428)
|
|
62
|
|
(719)
|
|
15,064
|
|
-
|
|
(4,267)
|
|
560
|
|
(139,859)
|
|
4,570
|
|
412,499
|
|
1,198,522
|
Unrealized profit in inventory
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
25
|
|
-
|
|
-
|
|
25
|
|
(368)
|
Goodwill in the acquisition of non-controlling entities
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(12,224)
|
Exchange rate variation on goodwillin the acquisiton of non-controlling entities
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(866)
|
|
-
|
|
(866)
|
|
292
|
Goodwill
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
441,869
|
|
441,869
|
|
26,167
|
Exchange rate variation on foreign investments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(547)
|
|
80,084
|
|
(48)
|
|
79,489
|
|
97,945
|
Other comprehensive income
|
|
(26,548)
|
|
7
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
94
|
|
(2,200)
|
|
(2,035)
|
|
(30,682)
|
|
(62,995)
|
Advance for future capital increase
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
12,000
|
|
-
|
|
-
|
|
-
|
|
12,000
|
|
329,812
|
Dividends and interests on shareholders' equity
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(8,988)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(8,988)
|
|
(120,602)
|
Write-off TCD
|
|
(252,850)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(252,850)
|
|
-
|
Business combination
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
63,852
|
|
63,852
|
|
28,835
|
Total
|
|
8,890,126
|
|
93,319
|
|
84
|
|
6,644
|
|
116
|
|
1,269
|
|
15,064
|
|
-
|
|
113,706
|
|
1,105
|
|
1,245,463
|
|
508,208
|
|
10,875,104
|
|
10,158,756
|
98
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The gains resulting from exchange rate variation on the investments in subsidiaries abroad, whose functional currency is Brazilian Reais, totaling R$146,095 on September 30, 2012 (R$221,591 as of September 30, 2011), are recognized as financial income or expenses in the statement of income of the period.
The exchange rate variation resulting from investments whose functional currency is not Brazilian Reais was recorded as equity pickup adjustment, in the subgroup of other comprehensive income.
On September 30, 2012, the subsidiaries do not have any significant restriction to transfer dividends or repay their loans or advances to the parent company.
17.4.
Summary of financial information of joint ventures and affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate
|
|
Joint Venture
|
|
|
UP!
|
|
K&S
|
|
Rising Star
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
Current assets
|
|
24,552
|
|
12,941
|
|
8,630
|
|
7,712
|
|
42,349
|
Non-current assets
|
|
23
|
|
21
|
|
8,322
|
|
8,388
|
|
1,447
|
Current liabilities
|
|
(9,511)
|
|
(3,974)
|
|
(6,203)
|
|
(5,204)
|
|
(42,306)
|
Non-current liabilities
|
|
-
|
|
-
|
|
(450)
|
|
(379)
|
|
(33)
|
|
|
15,064
|
|
8,988
|
|
10,299
|
|
10,517
|
|
1,457
|
|
|
|
UP!
|
|
K&S
|
|
Rising Star
|
|
|
09.30.12
|
|
06.30.11
|
|
09.30.12
|
|
06.30.11
|
|
09.30.12
|
Net revenues
|
|
54,816
|
|
36,817
|
|
26,481
|
|
24,505
|
|
179,928
|
Operational expenses
|
|
(14,365)
|
|
(11,257)
|
|
(8,023)
|
|
(8,662)
|
|
(796)
|
Net income (loss)
|
|
15,064
|
|
5,426
|
|
(219)
|
|
(1,071)
|
|
161
|
|
% Participation
|
|
|
|
50%
|
|
|
|
49%
|
|
50%
|
In April 2012, occurred the initial paid-in capital of Rising Star in the amount of R$1,300. There were no additional commitments by the companies for capital increases in joint ventures and affiliates.
99
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
18. PROPERTY, PLANT & EQUIPMENT
Property, plant and equipment rollforward is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers to
|
|
Transfers from
|
|
|
|
|
rate (% p.a.)
|
|
12.31.11
|
|
Additions
|
|
Disposals
|
|
Write-off TCD
|
|
Reversals
|
|
Transfers
|
|
held for sale
|
|
held for sale
|
|
09.30.12
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
-
|
|
151,896
|
|
853
|
|
(1,186)
|
|
(7,364)
|
|
-
|
|
5,021
|
|
(2,004)
|
|
-
|
|
147,216
|
Buildings and improvements
|
|
-
|
|
1,820,908
|
|
217
|
|
(29,487)
|
|
(137,410)
|
|
-
|
|
115,366
|
|
(20,364)
|
|
-
|
|
1,749,230
|
Machinery and equipment
|
|
-
|
|
2,507,100
|
|
14,268
|
|
(73,632)
|
|
(103,562)
|
|
-
|
|
204,612
|
|
(8,922)
|
|
34
|
|
2,539,898
|
Facilities
|
|
-
|
|
320,757
|
|
-
|
|
(2,450)
|
|
-
|
|
-
|
|
37,840
|
|
(561)
|
|
-
|
|
355,586
|
Furniture
|
|
-
|
|
51,629
|
|
907
|
|
(2,341)
|
|
(3,697)
|
|
-
|
|
5,411
|
|
(241)
|
|
-
|
|
51,668
|
Vehicles and aircrafts
|
|
-
|
|
48,247
|
|
248
|
|
(4,389)
|
|
(842)
|
|
-
|
|
40,443
|
|
(780)
|
|
70
|
|
82,997
|
Others
|
|
-
|
|
114,199
|
|
-
|
|
(2,363)
|
|
(1,099)
|
|
-
|
|
13,196
|
|
-
|
|
-
|
|
123,933
|
Construction in progress
|
|
-
|
|
231,222
|
|
556,490
|
|
-
|
|
(9,759)
|
|
-
|
|
(395,279)
|
|
-
|
|
-
|
|
382,674
|
Advances to suppliers
|
|
-
|
|
10,670
|
|
82,424
|
|
-
|
|
-
|
|
-
|
|
(67,989)
|
|
-
|
|
-
|
|
25,105
|
|
|
|
|
5,256,628
|
|
655,407
|
|
(115,848)
|
|
(263,733)
|
|
-
|
|
(41,379)
|
|
(32,872)
|
|
104
|
|
5,458,307
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings and improvements
|
|
3.44
|
|
(518,985)
|
|
(39,700)
|
|
9,749
|
|
44,729
|
|
-
|
|
(815)
|
|
15,531
|
|
-
|
|
(489,491)
|
Machinery and equipment
|
|
6.02
|
|
(996,119)
|
|
(103,219)
|
|
42,170
|
|
53,947
|
|
-
|
|
1,600
|
|
7,974
|
|
-
|
|
(993,647)
|
Facilities
|
|
3.57
|
|
(92,596)
|
|
(10,922)
|
|
1,174
|
|
-
|
|
-
|
|
210
|
|
487
|
|
-
|
|
(101,647)
|
Furniture
|
|
6.25
|
|
(20,687)
|
|
(1,924)
|
|
1,215
|
|
1,439
|
|
-
|
|
903
|
|
232
|
|
-
|
|
(18,822)
|
Vehicles and aircrafts
|
|
14.29
|
|
(11,839)
|
|
(6,620)
|
|
2,431
|
|
535
|
|
-
|
|
94
|
|
595
|
|
-
|
|
(14,804)
|
Others
|
|
1.37
|
|
(29,242)
|
|
(13,984)
|
|
1,140
|
|
40
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(42,046)
|
|
|
|
|
(1,669,468)
|
|
(176,369)
|
|
57,879
|
|
100,690
|
|
-
|
|
1,992
|
|
24,819
|
|
-
|
|
(1,660,457)
|
Provision for losses
(2)
|
|
|
|
(24,433)
|
|
(2,100)
|
|
2,100
|
|
-
|
|
22,553
|
|
-
|
|
-
|
|
-
|
|
(1,880)
|
|
|
|
|
3,562,727
|
|
476,938
|
|
(55,869)
|
|
(163,043)
|
|
22,553
|
|
(39,387)
(1)
|
|
(8,053)
|
|
104
|
|
3,795,970
|
(1)
Net transfer to intangible assets (note 18).
(2)
Refers mainly to the provision for losses on assets
due to a fire
in Nova Mutum plant occurred in March 2011. The effective loss was lower than the amount previously estimated.
100
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
depreciation
|
|
|
|
|
|
Business
|
|
|
|
|
|
|
|
|
|
Transfers to
|
|
Transfers from
|
|
Exchange rate
|
|
|
|
|
rate (% p.a.)
|
|
12.31.11
|
|
Additions
|
|
combination
|
|
Disposals
|
|
Write-off TCD
|
|
Reversals
|
|
Transfers
|
|
held for sale
|
|
held for sale
|
|
variation
|
|
09.30.12
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
-
|
|
634,667
|
|
853
|
|
20,954
|
|
(1,247)
|
|
(17,901)
|
|
-
|
|
6,908
|
|
(2,004)
|
|
-
|
|
1,214
|
|
643,444
|
Buildings and improvements
|
|
-
|
|
4,980,559
|
|
11,901
|
|
41,351
|
|
(38,564)
|
|
(416,831)
|
|
-
|
|
223,251
|
|
(27,153)
|
|
-
|
|
(24,096)
|
|
4,750,418
|
Machinery and equipment
|
|
-
|
|
5,603,340
|
|
37,443
|
|
62,044
|
|
(107,032)
|
|
(374,270)
|
|
-
|
|
504,948
|
|
(6,714)
|
|
34
|
|
26,952
|
|
5,746,745
|
Facilities
|
|
-
|
|
1,315,047
|
|
314
|
|
6,626
|
|
(3,556)
|
|
(15,649)
|
|
-
|
|
114,657
|
|
(553)
|
|
-
|
|
8,130
|
|
1,425,016
|
Furniture
|
|
-
|
|
87,472
|
|
2,602
|
|
956
|
|
(2,968)
|
|
(7,223)
|
|
-
|
|
10,401
|
|
(241)
|
|
-
|
|
1,288
|
|
92,287
|
Vehicles and aircrafts
|
|
-
|
|
78,328
|
|
937
|
|
212
|
|
(4,871)
|
|
(1,200)
|
|
-
|
|
68,675
|
|
(782)
|
|
70
|
|
1,486
|
|
142,855
|
Others
|
|
-
|
|
191,337
|
|
323
|
|
9,381
|
|
(2,850)
|
|
(3,957)
|
|
-
|
|
25,152
|
|
-
|
|
-
|
|
1,402
|
|
220,788
|
Construction in progress
|
|
-
|
|
620,209
|
|
1,091,342
|
|
1,129
|
|
(370)
|
|
(25,774)
|
|
-
|
|
(826,352)
|
|
-
|
|
-
|
|
(1,338)
|
|
858,846
|
Advances to suppliers
|
|
-
|
|
32,878
|
|
205,061
|
|
266
|
|
-
|
|
-
|
|
-
|
|
(173,351)
|
|
-
|
|
-
|
|
(31)
|
|
64,823
|
|
|
|
|
13,543,837
|
|
1,350,776
|
|
142,919
|
|
(161,458)
|
|
(862,805)
|
|
-
|
|
(45,711)
|
|
(37,447)
|
|
104
|
|
15,007
|
|
13,945,222
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings and improvements
|
|
3.22
|
|
(1,168,298)
|
|
(102,913)
|
|
-
|
|
12,336
|
|
103,767
|
|
-
|
|
754
|
|
15,531
|
|
-
|
|
5,533
|
|
(1,133,290)
|
Machinery and equipment
|
|
5.88
|
|
(2,077,472)
|
|
(189,009)
|
|
-
|
|
59,803
|
|
142,074
|
|
-
|
|
(580)
|
|
11,919
|
|
-
|
|
(6,982)
|
|
(2,060,247)
|
Facilities
|
|
3.57
|
|
(376,121)
|
|
(34,015)
|
|
-
|
|
2,058
|
|
115
|
|
-
|
|
1,124
|
|
496
|
|
-
|
|
(661)
|
|
(407,004)
|
Furniture
|
|
6.25
|
|
(40,713)
|
|
(6,827)
|
|
-
|
|
1,842
|
|
3,495
|
|
-
|
|
556
|
|
232
|
|
-
|
|
(1,010)
|
|
(42,425)
|
Vehicles and aircrafts
|
|
14.29
|
|
(16,856)
|
|
(12,103)
|
|
-
|
|
2,665
|
|
879
|
|
-
|
|
138
|
|
597
|
|
-
|
|
(927)
|
|
(25,607)
|
Others
|
|
1.55
|
|
(31,568)
|
|
(19,154)
|
|
-
|
|
1,533
|
|
82
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,137)
|
|
(50,244)
|
|
|
|
|
(3,711,028)
|
|
(364,021)
|
|
-
|
|
80,237
|
|
250,412
|
|
-
|
|
1,992
|
|
28,775
|
|
-
|
|
(5,184)
|
|
(3,718,817)
|
Provision for losses
(2)
|
|
|
|
(34,439)
|
|
(2,960)
|
|
-
|
|
2,100
|
|
-
|
|
23,191
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(12,108)
|
|
|
|
|
9,798,370
|
|
983,795
|
|
142,919
|
|
(79,121)
|
(4)
|
(612,393)
|
(3)
|
23,191
|
|
(43,719)
|
(1)
|
(8,672)
|
|
104
|
|
9,823
|
|
10,214,297
|
(1)
Net transfer to intangible assets (note 19).
(2)
Refers mainly to the provision for losses due to a fire in Nova Mutum plant occurred in March 2011.
The effective loss was lower than the amount previously estimated.
(3)
Refers to the write-off due to the execution of TCD. Such amount does not include property, plant and equipment items from Excelsior in the amount of R$ 5,374 which were transferred to Marfrig on July 2, 2012.
(4)
corresponds mainly to the write-off of assets of Carambeí plant in the amount of R$39,743..
101
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The consolidated rollforward of property, plant and equipment for the nine-month period ended September 30, 2012 is substantially represented by additions in construction in progress in the amount of R$1,091,342 and advances to suppliers of R$205,061 which comprise mainly:
|
|
|
BR GAAP and IFRS
|
Consolidated
|
Description
|
|
09.30.12
|
Expansion of productive capacity of industrial units
(1)
|
|
623,120
|
Improvements in productive plants and poultry farm in Rio Verde (GO)
|
|
70,304
|
Car fleet renewal
|
|
64,578
|
Improvement of plants - TCD
(2)
|
|
63,453
|
Transformation of turkey´s line into chicken's line in Carambeí (PR)
|
|
52,908
|
Construction of a new sausage factory in Lucas do Rio Verde (MT)
|
|
46,771
|
Construction of a new distribution center in Duque de Caxias (RJ)
|
|
31,886
|
Construction of a new technology center in Jundiaí (SP)
|
|
29,060
|
Expansion of the new line of pizza in Ponta Grossa (PR)
|
|
17,709
|
Improvement in “escondidinho” line and cooked pasta in Ponta Grossa (PR)
|
|
11,949
|
Construction of 500 houses for employees in Lucas do Rio Verde (MT)
|
|
7,642
|
Construction of 280 houses for employees in Mineiros (GO)
|
|
7,078
|
Automate palletizing products in Rio Verde (GO)
|
|
5,897
|
Standardize and innovate portfolio of UHT packaging of the plants of Teutônia, Concórdia, Bom Conselho and Itumbiara
|
|
5,849
|
Construction of warehouse for breeding in Uberlândia (MG)
|
|
4,381
|
(1)
Expansion of productive capacity of the plants of Mineiros, Rio Verde, Nova Mutum, Serafina Corrêa, Dourados, Itumbiara, Jataí and Marau.
(2)
Improvements in the plants of Carambeí, Salto Veloso, Várzea Grande e Duque de Caxias.
The disposals are mainly related to the write-off of assets due to the execution of TCD in the amount of R$604,415, obsolete items in the total amount of R$15,540 and assets that were damaged in a fire amounting to R$1,749, recorded within other operating results.
The Company has fully depreciated items still in operation, which are presented below:
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Cost
|
|
|
|
|
|
|
|
|
Buildings and improvements
|
|
14,870
|
|
16,322
|
|
114,280
|
|
116,700
|
Machinery and equipment
|
|
226,574
|
|
294,400
|
|
528,265
|
|
613,800
|
Facilities
|
|
7,928
|
|
8,430
|
|
73,905
|
|
83,107
|
Furniture
|
|
4,300
|
|
5,455
|
|
15,476
|
|
16,656
|
Vehicles and aircrafts
|
|
2,197
|
|
1,171
|
|
3,728
|
|
3,173
|
Others
|
|
7,764
|
|
1,283
|
|
16,653
|
|
1,283
|
|
|
263,633
|
|
327,061
|
|
752,307
|
|
834,719
|
The amount of capitalized interests during the nine-month period ended September
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
102
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
30, 2012 was R$39,326 (R$11,982 as of September 30, 2011). The weighted interest rate utilized to determine the amount of capitalized interests was 7.85% p.a.
On September 30, 2012, the Company had no commitments assumed related to acquisition and/or construction of property, plant and equipment items except those disclosed in note 22, item 22.2.
The property, plant and equipment items that are held as collateral for transactions of different natures are set forth below:
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
|
|
09.30.12
|
|
12.31.11
|
|
|
|
|
Book value of
|
|
Book value of
|
|
|
Type of collateral
|
|
the collateral
|
|
the collateral
|
Land
|
|
Financial/Labor/Tax/Civil
|
|
35,796
|
|
61,090
|
Buildings and improvements
|
|
Financial/Labor/Tax/Civil
|
|
513,518
|
|
946,898
|
Machinery and equipment
|
|
Financial/Labor/Tax
|
|
675,793
|
|
1,165,489
|
Facilities
|
|
Financial/Labor/Tax
|
|
143,759
|
|
264,105
|
Furniture
|
|
Financial/Labor/Tax/Civil
|
|
11,252
|
|
15,087
|
Vehicles and aircrafts
|
|
Financial/Tax
|
|
1,141
|
|
1,512
|
Others
|
|
Financial/Labor/Tax/Civil
|
|
186,030
|
|
260,034
|
|
|
|
|
1,567,289
|
|
2,714,215
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
|
|
09.30.12
|
|
12.31.11
|
|
|
|
|
Book value of
|
|
Book value of
|
|
|
Type of collateral
|
|
the collateral
|
|
the collateral
|
Land
|
|
Financial/Labor/Tax/Civil
|
|
356,236
|
|
160,432
|
Buildings and improvements
|
|
Financial/Labor/Tax/Civil
|
|
1,753,891
|
|
1,966,168
|
Machinery and equipment
|
|
Financial/Labor/Tax
|
|
2,098,095
|
|
2,304,484
|
Facilities
|
|
Financial/Labor/Tax
|
|
602,131
|
|
687,453
|
Furniture
|
|
Financial/Labor/Tax/Civil
|
|
18,343
|
|
299,269
|
Vehicles and aircrafts
|
|
Financial/Tax
|
|
1,513
|
|
19,403
|
Others
|
|
Financial/Labor/Tax/Civil
|
|
611,055
|
|
307,456
|
|
|
|
|
5,441,264
|
|
5,744,665
|
The Company is not allowed to assign these assets as collateral for other transactions or to sell them.
103
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
19. INTANGIBLE ASSETS
Intangible assets are comprised of the following items:
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
average
|
|
|
|
|
|
|
|
|
|
|
amortization
|
|
|
|
Accumulated
|
|
|
|
|
|
|
rate (% p.a.)
|
|
Cost
|
|
amortization
|
|
09.30.12
|
|
12.31.11
|
Goodwill
|
|
-
|
|
1,520,488
|
|
-
|
|
1,520,488
|
|
1,520,488
|
Outgrowers fidelization
|
|
12.50
|
|
7,253
|
|
(1,040)
|
|
6,213
|
|
3,556
|
Patents
|
|
20.00
|
|
2,422
|
|
(264)
|
|
2,158
|
|
2,836
|
Software
|
|
20.00
|
|
161,844
|
|
(37,572)
|
|
124,272
|
|
105,023
|
|
|
|
|
1,692,007
|
|
(38,876)
|
|
1,653,131
|
|
1,631,903
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
average
|
|
|
|
|
|
|
|
|
|
|
amortization
|
|
|
|
Accumulated
|
|
|
|
|
|
|
rate (% p.a.)
|
|
Cost
|
|
amortization
|
|
09.30.12
|
|
12.31.11
|
Non-compete agreement
|
|
2.44
|
|
364
|
|
-
|
|
364
|
|
-
|
Goodwill
|
|
-
|
|
3,276,724
|
|
-
|
|
3,276,724
|
|
2,973,815
|
Exclusivity agreement
|
|
100.00
|
|
608
|
|
-
|
|
608
|
|
-
|
Outgrowers fidelization
|
|
12.50
|
|
7,253
|
|
(1,040)
|
|
6,213
|
|
3,556
|
Trademarks
|
|
-
|
|
1,192,736
|
|
-
|
|
1,192,736
|
|
1,256,000
|
Patents
|
|
16.92
|
|
5,223
|
|
(1,088)
|
|
4,135
|
|
4,894
|
Customer relationship
|
|
7.71
|
|
15,907
|
|
-
|
|
15,907
|
|
-
|
Supplier relationship
|
|
42.00
|
|
142,614
|
|
(130,873)
|
|
11,741
|
|
9,598
|
Software
|
|
20.00
|
|
329,993
|
|
(176,776)
|
|
153,217
|
|
138,236
|
Software in progress
|
|
-
|
|
2,577
|
|
-
|
|
2,577
|
|
-
|
|
|
|
|
4,973,999
|
|
(309,777)
|
|
4,664,222
|
|
4,386,099
|
104
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The rollforward of intangible assets is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
|
12.31.11
|
|
Additions
|
|
Disposals
|
|
Transfers
|
|
09.30.12
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
Goodwill:
|
|
1,520,488
|
|
-
|
|
-
|
|
-
|
|
1,520,488
|
Ava
|
|
49,368
|
|
-
|
|
-
|
|
-
|
|
49,368
|
Batavia
|
|
133,163
|
|
-
|
|
-
|
|
-
|
|
133,163
|
Cotochés
|
|
39,590
|
|
-
|
|
-
|
|
-
|
|
39,590
|
Eleva Alimentos
|
|
1,273,324
|
|
-
|
|
-
|
|
-
|
|
1,273,324
|
Incubatório Paraíso
|
|
656
|
|
-
|
|
-
|
|
-
|
|
656
|
Paraiso Agroindustrial
|
|
16,751
|
|
-
|
|
-
|
|
-
|
|
16,751
|
Perdigão Mato Grosso
|
|
7,636
|
|
-
|
|
-
|
|
-
|
|
7,636
|
Outgrowers fidelization
|
|
3,922
|
|
3,331
|
|
-
|
|
-
|
|
7,253
|
Patents
|
|
3,057
|
|
-
|
|
(635)
|
|
-
|
|
2,422
|
Software
|
|
126,118
|
|
-
|
|
(5,653)
|
|
41,379
|
|
161,844
|
|
|
1,653,585
|
|
3,331
|
|
(6,288)
|
|
41,379
|
|
1,692,007
|
Amortization:
|
|
|
|
|
|
|
|
|
|
|
Outgrowers fidelization
|
|
(366)
|
|
(674)
|
|
-
|
|
-
|
|
(1,040)
|
Patents
|
|
(221)
|
|
(120)
|
|
77
|
|
-
|
|
(264)
|
Software
|
|
(21,095)
|
|
(17,760)
|
|
3,275
|
|
(1,992)
|
|
(37,572)
|
|
|
(21,682)
|
|
(18,554)
|
|
3,352
|
|
(1,992)
|
|
(38,876)
|
|
|
1,631,903
|
|
(15,223)
|
|
(2,936)
|
|
39,387
|
|
1,653,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
|
|
Exchange
|
|
|
|
|
12.31.11
|
|
Additions
|
|
Disposals
|
|
Write-off TCD
|
|
combination
(1)
|
|
Transfers
|
|
rate variation
|
|
09.30.12
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill:
|
|
2,973,815
|
|
-
|
|
-
|
|
(83,832)
|
|
385,341
|
|
-
|
|
1,400
|
|
3,276,724
|
Ava
|
|
49,368
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
49,368
|
Avex
|
|
63,094
|
|
-
|
|
-
|
|
-
|
|
(23,376)
|
|
-
|
|
(203)
|
|
39,515
|
Batavia
|
|
133,163
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
133,163
|
Cotochés
|
|
39,590
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
39,590
|
Dánica
|
|
50,226
|
|
-
|
|
-
|
|
-
|
|
(40,449)
|
|
-
|
|
447
|
|
10,224
|
Eleva Alimentos
|
|
1,273,324
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,273,324
|
Heloísa
|
|
26,165
|
|
-
|
|
-
|
|
-
|
|
7,296
|
|
-
|
|
-
|
|
33,461
|
Incubatório Paraiso
|
|
656
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
656
|
Paraiso Agroindustrial
|
|
16,751
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
16,751
|
Perdigão Mato Grosso
|
|
7,636
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
7,636
|
Plusfood
|
|
15,974
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,156
|
|
17,130
|
Quickfood
|
|
-
|
|
-
|
|
-
|
|
-
|
|
441,870
|
|
-
|
|
-
|
|
441,870
|
Sadia
|
|
1,293,818
|
|
-
|
|
-
|
|
(79,782)
|
|
-
|
|
-
|
|
-
|
|
1,214,036
|
Sino dos Alpes
|
|
4,050
|
|
-
|
|
-
|
|
(4,050)
|
|
-
|
|
-
|
|
-
|
|
-
|
Non-compete agreement
|
|
-
|
|
-
|
|
-
|
|
-
|
|
364
|
|
-
|
|
-
|
|
364
|
Exclusivity agreement
|
|
-
|
|
-
|
|
-
|
|
-
|
|
608
|
|
-
|
|
-
|
|
608
|
Outgrowers fidelization
|
|
3,922
|
|
3,331
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
7,253
|
Trademarks
|
|
1,256,000
|
|
-
|
|
-
|
|
(83,000)
|
|
19,736
|
|
-
|
|
-
|
|
1,192,736
|
Patents
|
|
5,687
|
|
118
|
|
(635)
|
|
-
|
|
-
|
|
-
|
|
53
|
|
5,223
|
Customer relationship
|
|
-
|
|
-
|
|
-
|
|
-
|
|
15,907
|
|
-
|
|
-
|
|
15,907
|
Supplier relationship
|
|
135,000
|
|
-
|
|
-
|
|
-
|
|
7,614
|
|
-
|
|
-
|
|
142,614
|
Software
|
|
289,311
|
|
154
|
|
(5,510)
|
|
-
|
|
-
|
|
45,773
|
|
265
|
|
329,993
|
Software in progress
|
|
-
|
|
2,636
|
|
-
|
|
-
|
|
-
|
|
(62)
|
|
3
|
|
2,577
|
|
|
4,663,735
|
|
6,239
|
|
(6,145)
|
|
(166,832)
|
|
429,570
|
|
45,711
|
|
1,721
|
|
4,973,999
|
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outgrowers fidelization
|
|
(366)
|
|
(674)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,040)
|
Patents
|
|
(793)
|
|
(365)
|
|
77
|
|
-
|
|
-
|
|
-
|
|
(7)
|
|
(1,088)
|
Supplier relationship
|
|
(125,402)
|
|
(5,471)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(130,873)
|
Software
|
|
(151,075)
|
|
(26,883)
|
|
3,275
|
|
-
|
|
-
|
|
(1,992)
|
|
(101)
|
|
(176,776)
|
|
|
(277,636)
|
|
(33,393)
|
|
3,352
|
|
-
|
|
-
|
|
(1,992)
|
|
(108)
|
|
(309,777)
|
|
|
4,386,099
|
|
(27,154)
|
|
(2,793)
|
|
(166,832)
|
|
429,570
|
|
43,719
|
|
1,613
|
|
4,664,222
|
(1)
Note 6.1.
105
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The Company performed the impairment tests of assets based on the fair value, that was determined based on a discounted cash flow model, in accordance with the allocation level of goodwill and intangible assets to the groups of cash generating units during the last quarter of 2011. During the nine-month period ended September 30, 2012, Management did not identify any event that could indicate an impairment of such assets and therefore, the test was not performed in the current quarter.
106
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
20. LOANS AND FINANCING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
|
|
Weighted average
|
|
|
|
|
|
Non-
|
|
Balance
|
|
Balance
|
|
|
Charges (% p.a.)
|
|
interest rate (% p.a.)
|
|
WAMT
(1)
|
|
Current
|
|
current
|
|
09.30.12
|
|
12.31.11
|
Local currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES, FINEM, development bank credit lines
|
|
FIXED RATE / TJLP + 3.73%
|
|
7.65%
|
|
|
|
|
|
|
|
|
|
|
and other secured debts
|
|
(TJLP+ 4.52% on 12.31.11)
|
|
(7.81% on 12.31.11)
|
|
2.6
|
|
235,850
|
|
385,055
|
|
620,905
|
|
669,820
|
|
|
TJLP + 3.75%
|
|
9.25%
|
|
|
|
|
|
|
|
|
|
|
Export credit facility
|
|
(TJLP+ 4.10% on 12.31.11)
|
|
(10.10% on 12.31.11)
|
|
1.4
|
|
1,270
|
|
332,920
|
|
334,190
|
|
634,907
|
|
|
6.26%
|
|
6.26%
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
(6.74% on 12.31.11)
|
|
(6.74% on 12.31.11)
|
|
0.6
|
|
444,673
|
|
1,494
|
|
446,167
|
|
457,105
|
|
|
FIXED RATE / IGPM + 1.75%
|
|
2.11%
|
|
|
|
|
|
|
|
|
|
|
Fiscal incentives
|
|
(IGPM + 1.24% on 12.31.11)
|
|
(1.74% on 12.31.11)
|
|
12.8
|
|
12
|
|
22,424
|
|
22,436
|
|
12,459
|
|
|
|
|
|
|
|
|
681,805
|
|
741,893
|
|
1,423,698
|
|
1,774,291
|
Foreign currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMBNDES + 2.59%
|
|
6.15%
|
|
|
|
|
|
|
|
|
|
|
BNDES, FINEM, development bank credit lines
|
|
(UMBNDES + 2.32% on 12.31.11)
|
|
(5.91% on 12.31.11)
|
|
|
|
|
|
|
|
|
|
|
and other secured debts
|
|
e.r. (US$ and other currencies)
|
|
e.r. (US$ and other currencies)
|
|
1.3
|
|
21,718
|
|
16,755
|
|
38,473
|
|
50,594
|
|
|
|
LIBOR / FIXED RATE / CDI + 2.25%
|
|
3.47%
|
|
|
|
|
|
|
|
|
|
|
|
|
(LIBOR / CDI + 2.73% on 12.31.11)
|
|
(3.20% on 12.31.11)
|
|
|
|
|
|
|
|
|
|
|
Export credit facility
|
|
e.r. (US$ and other currencies)
|
|
e.r. (US$ and other currencies)
|
|
4.1
|
|
220,179
|
|
812,240
|
|
1,032,419
|
|
1,218,236
|
|
Advances for foreign exchange rate contracts
|
|
1.83%
|
|
1.83%
|
|
0.1
|
|
90,245
|
|
-
|
|
90,245
|
|
-
|
Bonds
|
|
5.88%
|
|
5.88%
|
|
9.7
|
|
30,092
|
|
1,516,064
|
|
1,546,156
|
|
-
|
|
|
|
|
|
|
|
|
362,234
|
|
2,345,059
|
|
2,707,293
|
|
1,268,830
|
|
|
|
|
|
|
|
|
1,044,039
|
|
3,086,952
|
|
4,130,991
|
|
3,043,121
|
(1)
Weighted average maturity term (in years).
107
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
|
|
Weighted average
|
|
|
|
|
|
Non-
|
|
Balance
|
|
Balance
|
|
|
Charges (% p.a.)
|
|
interest rate (% p.a.)
|
|
WAMT
(1)
|
|
Current
|
|
current
|
|
09.30.12
|
|
12.31.11
|
Local currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES, FINEM, development bank credit lines
|
|
FIXED RATE / TJLP+ 5.18%
|
|
8.15%
|
|
|
|
|
|
|
|
|
|
|
and other secured debts
|
|
(TJLP + 4.65% on 12.31.11)
|
|
(8.42% on 12.31.11)
|
|
2.6
|
|
454,299
|
|
767,883
|
|
1,222,182
|
|
1,441,355
|
|
|
105% CDI + TJLP + 3.80%
|
|
8.59%
|
|
|
|
|
|
|
|
|
|
|
Export credit facility
|
|
(TJLP + 4.23% on 12.31.11)
|
|
(10.23% on 12.31.11)
|
|
2.3
|
|
20,253
|
|
632,920
|
|
653,173
|
|
737,115
|
|
|
6.00%
|
|
6.00%
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
(6.82% on 12.31.11)
|
|
(6.82% on 12.31.11)
|
|
0.7
|
|
901,575
|
|
1,494
|
|
903,069
|
|
954,947
|
|
|
FIXED RATE / IGPM + 1.75%
|
|
2.11%
|
|
|
|
|
|
|
|
|
|
|
Fiscal incentives
|
|
(IGPM + 1.20% on 12.31.11)
|
|
(1.08% on 12.31.11)
|
|
12.8
|
|
12
|
|
22,424
|
|
22,436
|
|
14,900
|
|
|
IGPM + 4.85%
|
|
12.65%
|
|
|
|
|
|
|
|
|
|
|
PESA
|
|
(IGPM + 4.93% on 12.31.11)
|
|
(9.92% on 12.31.11)
|
|
7.5
|
|
2,126
|
|
189,231
|
|
191,357
|
|
181,389
|
|
|
|
|
|
|
|
|
1,378,265
|
|
1,613,952
|
|
2,992,217
|
|
3,329,706
|
Foreign currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMBNDES + 2.18%
|
|
6.06%
|
|
|
|
|
|
|
|
|
|
|
BNDES, FINEM, development bank credit lines
|
|
(UMBNDES + 2.35% on 12.31.11)
|
|
(5.93% on 12.31.11)
|
|
|
|
|
|
|
|
|
|
|
and other secured debts
|
|
e.r. (US$ and other currencies)
|
|
e.r. (US$ and other currencies)
|
|
1.5
|
|
60,143
|
|
65,696
|
|
125,839
|
|
160,038
|
|
|
|
LIBOR / FIXED RATE / CDI + 2.06%
|
|
3.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
(LIBOR / CDI + 2.26% on 12.31.11)
|
|
(2.81% on 12.31.11)
|
|
|
|
|
|
|
|
|
|
|
Export credit facility
|
|
e.r. (US$ and other currencies)
|
|
e.r. (US$ and other currencies)
|
|
2.9
|
|
881,994
|
|
1,259,911
|
|
2,141,905
|
|
2,506,056
|
|
|
1.85%
|
|
1.85%
|
|
|
|
|
|
|
|
|
|
|
Advances for foreign exchange rate contracts
|
|
(1.18% on 12.31.11)
|
|
(1.18% on 12.31.11)
|
|
0.1
|
|
182,619
|
|
-
|
|
182,619
|
|
150,143
|
|
|
19.27%
|
|
19.27%
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
(8.25% on 12.31.11) + e.r. ARS
|
|
(8.25% on 12.31.11) + e.r. ARS
|
|
0.1
|
|
88,880
|
|
443
|
|
89,323
|
|
3,899
|
|
|
7.20%
|
|
7.20%
|
|
|
|
|
|
|
|
|
|
|
Bonds
|
|
(7.25% on 12.31.11)
|
|
(7.25% on 12.31.11)
|
|
7.5
|
|
61,668
|
|
3,528,015
|
|
3,589,683
|
|
1,903,688
|
|
|
|
|
|
|
|
|
1,275,304
|
|
4,854,065
|
|
6,129,369
|
|
4,723,824
|
|
|
|
|
|
|
|
|
2,653,569
|
|
6,468,017
|
|
9,121,586
|
|
8,053,530
|
(1)
Weighted average maturity term (in years).
108
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
20.1. Working capital
Rural credit
: The Company and its subsidiaries entered into rural credit loans with several commercial banks, under a Brazilian Federal government program that offers an incentive to investments in rural activities.
Industrial credit notes
: The Company issued industrial credit notes, receiving credits from official funds, such as Fund for Worker Support (“FAT”), Constitutional Fund for Financing the Midwest (“FCO”) and Constitutional Fund for Financing the Northeast (“FNE”). The notes are paid on a monthly basis and have maturity dates between 2012 and 2023. These notes are secured by a pledge of machinery and equipment and real estate mortgages.
Working capital in foreign currency
: Refers to credit lines taken from financial institutions and utilized primarily for short term working capital and import operations of subsidiaries located in Argentina. The loans are denominated in Argentine Pesos and US Dollars, maturing between 2012 and 2013.
20.2.
BNDES, FINEM, development bank credit lines and other secured debts
The Company and its subsidiaries have several outstanding obligations with National Bank for Economic and Social Development (“BNDES”). The loans were entered into for the acquisition of equipment and expansion of productive facilities.
FINEM
: The Company has credit lines of Financing for Enterprises ("FINEM") which are subject to the variations of UMBNDES currency basket, which is composed of the currencies in which BNDES obtains its resources. The interest impact reflects the daily fluctuation of the currencies in the basket. The values of principal and interest are paid in monthly installments, with maturities between 2012 and 2019 and are secured by pledge of equipment, facilities and mortgage on properties owned by the Company.
PESA
: The wholly-owned subsidiary Sadia entered into a loan obtained through the PESA subject to the variations of the IGPM plus interest of 4.85% p.a., secured by endorsements and pledges of government securities, presented in note 16.
20.3.
Fiscal incentives
State Tax Incentive Financing Programs
: Under the terms of these programs, the Company was granted with credits proportional to the payment of ICMS generated by investments in the construction or expansion of industrial facilities. The credit facilities have a term of 20 years and fixed or variable interest rates based on the IGPM plus a spread.
109
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
20.4. Export credit facilities
Export prepayments
: Generally are denominated in U.S. Dollars, maturing between 2012 and 2019. The export prepayment credit facilities are indexed by the LIBOR of three to twelve months plus a spread. Under the terms of each one of these credit facilities, the Company enters into loans guaranteed by accounts receivable related to the export of its products.
Commercial credit lines
:
Denominated in U.S. Dollars and maturities ranging from one to seven years. These commercial credit lines are indexed by the LIBOR plus a spread with quarterly, semi-annual or annual payments and are utilized to purchase imported raw materials and other working capital needs.
BNDES credit facilities – EXIM:
These funds are used to finance exports and are subject to the variations of TJLP, maturing in 2014.
Advances for foreign exchange rate contracts
: The advances for foreign exchange rate contracts (“ACCs”) are liabilities with commercial banks, where the principal is settled through exports of products as they are shipped. Interests are paid in the settlement of the foreign exchange rate contracts and such contracts are guaranteed by the actual exported goods. When the export documents are presented to the financing banks, these obligations start to be called advances for delivered foreign exchange rate contracts (“ACEs”) and are settled upon the final payment by the overseas customer. The regulation of the Brazilian Central Bank allows companies to obtain short-term financing under the terms of the ACCs with maturity within 360 days from the date of shipment of the exports, or short-term financing under the terms of the ACEs with maturity within 180 days from the date of the shipment of the exports. These loans are denominated in US Dollars.
Export credit notes
: The Company entered into export credit notes contracts indexed to the CDI and LIBOR, to be utilized as working capital and maturing in 2015 and 2016.
20.5.
Bonds
BFF Notes
: On January 28, 2010, BFF International Limited issued senior notes in the total amount of US$750,000, whose notes are guaranteed by BRF and Sadia, with a nominal interest rate of 7.25% p.a. and effective rate of 7.31% p.a. maturing on January 28, 2020.
Sadia Bonds
: In the total amount of US$250,000, such bonds are guaranteed by BRF and Sadia, with an interest rate of 6.88% p.a. and maturing on May 24, 2017.
110
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
BRF Notes: On June 06, 2012, BRF issued senior notes in the total notional amount of US$ 500,000, with nominal interest rate of 5.88% p.a. and effective rate of 6.00% p.a. maturing on June 6, 2022. On June 26, 2012 the Company reopened an additional amount of $ 250,000, with nominal interest rate of 5.88% p.a. and effective rate of 5.50% p.a. The wholly-owned subsidiary Sadia is the guarantor of the notes.
20.6.
Loans and financing maturity schedule
The maturity schedule of the loans and financing balances is as follows:
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.12
|
2012
|
|
320,691
|
|
1,104,785
|
2013
|
|
758,235
|
|
1,652,172
|
2014
|
|
441,745
|
|
673,458
|
2015
|
|
176,333
|
|
550,049
|
2016 onwards
|
|
2,433,987
|
|
5,141,122
|
|
|
4,130,991
|
|
9,121,586
|
20.7.
Guarantees
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Total of loans and financing
|
|
4,130,991
|
|
3,043,121
|
|
9,121,586
|
|
8,053,530
|
Mortgage guarantees
|
|
615,582
|
|
724,589
|
|
1,266,588
|
|
1,584,501
|
Related to FINEM-BNDES
|
|
377,947
|
|
490,835
|
|
813,015
|
|
1,134,809
|
Related to FNE-BNB
|
|
117,242
|
|
108,192
|
|
333,180
|
|
324,130
|
Related to tax incentives and other
|
|
120,393
|
|
125,562
|
|
120,393
|
|
125,562
|
Statutory lien on assets acquired with financing
|
|
54,070
|
|
36,046
|
|
55,967
|
|
38,454
|
Related to FINEM-BNDES
|
|
4,390
|
|
7,168
|
|
6,287
|
|
9,489
|
Related to FINAME-BNDES
|
|
-
|
|
-
|
|
-
|
|
87
|
Related to leasing
|
|
49,680
|
|
28,866
|
|
49,680
|
|
28,866
|
Related to tax incentives and other
|
|
-
|
|
12
|
|
-
|
|
12
|
The wholly-owned subsidiary Sadia is the guarantor of a loan obtained by Instituto Sadia de Sustentabilidade from the BNDES. The loan was obtained with the purpose of allowing the implementation of biodigesters in the properties of the outgrowers which take part in the Sadia’s integration system, targeting the reduction of the emission of Greenhouse gases. The value of these guarantees on September 30, 2012, totaled R$74,876 (R$79,893 as of December 31, 2011).
The wholly-owned subsidiary Sadia is the guarantor of loans related to a special program, which aimed the local development of outgrowers in the central region of Brazil. The proceeds of such loans are utilized to improve farm conditions and will be
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
111
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
paid in 10 years, taking as collateral the land and equipment acquired by the outgrowers through this program. The total of guarantee as of September 30, 2012, amounted to R$479,081 (R$509,550 as of December 31, 2011).
On September 30, 2012, the Company contracted bank guarantees in the amount of R$984,253 (R$646,462 as of December 31, 2011). The variation occurred during the period is related to bank guarantees offered mainly in litigation involving the Company´s use of tax credits, as well as bank guarantees contracted to replace the ones that were written-off due to the execution of TCD. These guarantees have an average cost of 1.01% p.a. (1.10% p.a. as of December 31, 2011).
20.8.
Commitments
In the normal course of the business, the Company enters into agreements with third parties such as purchase of raw materials, mainly corn, soymeal and hog, where the agreed prices can be fixed or to be fixed. The agreements consider the market value of the commodities on the date of this quarterly financial information and are set forth below:
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.12
|
2012
|
|
269,708
|
|
1,079,961
|
2013
|
|
233,539
|
|
384,260
|
2014
|
|
218,125
|
|
342,521
|
2015
|
|
216,689
|
|
338,121
|
2016 onwards
|
|
691,437
|
|
1,369,288
|
|
|
1,629,498
|
|
3,514,151
|
The Company entered into agreements denominated “built to suit” where office facilities will be build by third parties. The agreements terms will be 10 years from the signing date as well as the charge of rent expenses. If the Company defaults on its obligations, it will be subject to fines and/or acceleration of rents, according to the terms of each contract.
112
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The estimated schedule of future payments related to these agreements is set forth below:
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Parent company and
|
|
|
Consolidated
|
|
|
09.30.12
|
2012
|
|
3,881
|
2013
|
|
20,313
|
2014
|
|
20,313
|
2015
|
|
20,313
|
2016 onwards
|
|
138,307
|
|
|
203,127
|
21.
TRADE ACCOUNTS PAYABLE
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
12.31.11
|
Domestic Suppliers
|
|
|
|
|
|
|
|
|
Third parties
|
|
1,420,173
|
|
1,184,004
|
|
2,808,321
|
|
2,335,113
|
Related parties
|
|
47,838
|
|
30,932
|
|
8,972
|
|
5,930
|
|
|
1,468,011
|
|
1,214,936
|
|
2,817,293
|
|
2,341,043
|
Foreign Suppliers
|
|
|
|
|
|
|
|
|
Third parties
|
|
62,268
|
|
53,592
|
|
449,971
|
|
340,300
|
Related parties
|
|
2,435
|
|
2,168
|
|
-
|
|
-
|
|
|
64,703
|
|
55,760
|
|
449,971
|
|
340,300
|
|
|
1,532,714
|
|
1,270,696
|
|
3,267,264
|
|
2,681,343
|
Accounts payable to suppliers are not subject to interest charges and are generally settled in average within 43 days.
The information on accounts payable to related parties is presented in note 30 and in the consolidated financial information refer to transactions with the affiliated UP!.
113
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
22. OTHER FINANCIAL ASSETS AND LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.11
|
|
12.31.11
|
|
09.30.11
|
|
12.31.11
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
Cash flow hedge
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Non-deliverable forward (NDF)
|
|
12,045
|
|
21,045
|
|
12,045
|
|
21,045
|
Currency option contracts
|
|
-
|
|
267
|
|
-
|
|
267
|
Fixed exchange rate contracts
|
|
1,547
|
|
-
|
|
1,547
|
|
-
|
Exchange rate contracts (Swap)
|
|
2,044
|
|
1,048
|
|
2,044
|
|
1,048
|
|
|
15,636
|
|
22,360
|
|
15,636
|
|
22,360
|
Liabilities
|
|
|
|
|
|
|
|
|
Non-deliverable forward (NDF)
|
|
(128,796)
|
|
(107,828)
|
|
(128,796)
|
|
(107,828)
|
Currency option contracts
|
|
-
|
|
(1,575)
|
|
-
|
|
(1,575)
|
Fixed exchange rate contracts
|
|
(120)
|
|
-
|
|
(120)
|
|
-
|
Exchange rate contracts (Swap)
|
|
(129,123)
|
|
(69,835)
|
|
(184,522)
|
|
(112,590)
|
|
|
(258,039)
|
|
(179,238)
|
|
(313,438)
|
|
(221,993)
|
|
Derivatives not designated as hedge accounting
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Non-deliverable forward (NDF)
|
|
-
|
|
-
|
|
-
|
|
515
|
Live cattle forward contracts
|
|
149
|
|
29
|
|
149
|
|
29
|
Live cattle option contracts
|
|
671
|
|
551
|
|
671
|
|
551
|
Live cattle future contracts
|
|
62
|
|
4
|
|
62
|
|
4
|
|
|
882
|
|
584
|
|
882
|
|
1,099
|
Liabilities
|
|
|
|
|
|
|
|
|
Non-deliverable forward (NDF)
|
|
(855)
|
|
-
|
|
(934)
|
|
(47)
|
Live cattle option contracts
|
|
(45)
|
|
(203)
|
|
(45)
|
|
(203)
|
Exchange rate contracts (Swap)
|
|
(5,837)
|
|
(48,158)
|
|
(5,837)
|
|
(48,158)
|
Dollar future contracts
|
|
(961)
|
|
(292)
|
|
(961)
|
|
(292)
|
|
|
(7,698)
|
|
(48,653)
|
|
(7,777)
|
|
(48,700)
|
Current assets
|
|
16,518
|
|
22,944
|
|
16,518
|
|
23,459
|
Current liabilities
|
|
(265,737)
|
|
(227,891)
|
|
(321,215)
|
|
(270,693)
|
The collateral given in the transactions presented above are disclosed in note 8.
23.
LEASES
The Company is lessee in several contracts, which can be classified as operating or financial lease.
23.1.
Operating lease
The minimum future payments of non-cancellable operating lease, for each of the
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
114
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
following years, are presented below:
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.12
|
2012
|
|
20,275
|
|
26,845
|
2013
|
|
64,061
|
|
78,292
|
2014
|
|
50,017
|
|
63,263
|
2015
|
|
33,550
|
|
45,123
|
2016 onwards
|
|
89,921
|
|
157,124
|
|
|
257,824
|
|
370,647
|
On September 30, 2012, the payments of operating lease agreements recognized as expense in the current period amounted to R$40,257 (R$36,499 as of September 30, 2011) at the parent company and R$88,245 in the consolidated on September 30, 2012 (R$183,488 as of September 30, 2011).
23.2.
Financial lease
The Company contracts financial leases for acquisitions mainly of machinery, equipment, vehicles and software.
During the nine-month period ended September 2012, there was an increase in property, plant and equipment and loans and financing in the amount of R$37,407 at the parent company and R$65,586 in the consolidated.
115
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The Company controls the leased assets which are presented below:
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
|
Weighted average
|
|
|
|
|
|
|
interest rate
|
|
|
|
|
|
|
(% p.a.)
(1)
|
|
09.30.12
|
|
12.31.11
|
Cost
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
|
12,319
|
|
20,537
|
Software
|
|
|
|
22,108
|
|
-
|
Vehicles
|
|
|
|
69,546
|
|
32,641
|
|
|
|
|
103,973
|
|
53,178
|
|
Accumulated depreciation
|
|
|
|
|
|
|
Machinery and equipment
|
|
26.30
|
|
(7,957)
|
|
(12,792)
|
Software
|
|
20.00
|
|
(3,351)
|
|
-
|
Vehicles
|
|
14.44
|
|
(6,926)
|
|
(1,379)
|
|
|
|
|
(18,234)
|
|
(14,171)
|
|
|
|
|
85,739
|
|
39,007
|
(1)
The period of depreciation of leased assets corresponds to the lower of the term of the contract and the life of the asset, as determined by CVM Deliberation 645/10.
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
|
Weighted average
|
|
|
|
|
|
|
interest rate
|
|
|
|
|
|
|
(% p.a.)
(1)
|
|
09.30.12
|
|
12.31.11
|
Cost
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
|
16,748
|
|
24,999
|
Software
|
|
|
|
22,108
|
|
-
|
Vehicles
|
|
|
|
116,467
|
|
51,498
|
|
|
|
|
155,323
|
|
76,497
|
|
Accumulated depreciation
|
|
|
|
|
|
|
Machinery and equipment
|
|
28.02
|
|
(11,647)
|
|
(15,992)
|
Software
|
|
20.00
|
|
(3,351)
|
|
-
|
Vehicles
|
|
14.43
|
|
(12,224)
|
|
(2,094)
|
|
|
|
|
(27,222)
|
|
(18,086)
|
|
|
|
|
128,101
|
|
58,411
|
(1)
The period of depreciation of leased assets corresponds to the lower of the term of the contract and the life of the asset, as determined by CVM Deliberation 645/10.
116
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The future minimum payments required are segregated as follows, and were recorded as current and non-current liabilities:
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Parent Company
|
|
|
09.30.12
|
|
|
Present value of
|
|
|
|
Minimum future
|
|
|
minimum payments
|
|
Interest
|
|
payments
|
2012
|
|
10,511
|
|
1,390
|
|
11,901
|
2013
|
|
36,584
|
|
5,295
|
|
41,879
|
2014
|
|
13,148
|
|
1,993
|
|
15,141
|
2015
|
|
5,241
|
|
174
|
|
5,415
|
2016 onwards
|
|
4,410
|
|
65
|
|
4,475
|
|
|
69,894
|
|
8,917
|
|
78,811
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
09.30.12
|
|
|
Present value of
|
|
|
|
Minimum future
|
|
|
minimum payments
|
|
Interest
|
|
payments
|
2012
|
|
16,939
|
|
1,850
|
|
18,789
|
2013
|
|
59,318
|
|
7,025
|
|
66,343
|
2014
|
|
16,290
|
|
2,280
|
|
18,570
|
2015
|
|
5,309
|
|
174
|
|
5,483
|
2016 onwards
|
|
4,410
|
|
65
|
|
4,475
|
|
|
102,266
|
|
11,394
|
|
113,660
|
The contract terms for both modalities, with respect to renewal, adjustment and purchase option are according to market practices. In addition, there are no clauses of contingent payments or relating to restrictions on dividends, interest on shareholders’ equity or additional debt funding.
24.
SHARE BASED PAYMENT
The rules for the stock options plan granted to executives, were disclosed in the annual financial statements for the year ended December 31, 2011 (note 23) and have not changed during this period.
117
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The breakdown of the outstanding granted options is presented as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Quantity
|
|
Price of converted share
|
|
Share price
|
|
|
Beginning
|
|
End of the
|
|
Options
|
|
Outstanding
|
|
Granting
|
|
Updated
|
|
|
Grant date
|
|
of the year
|
|
year
|
|
granted
|
|
options
|
|
date
|
|
IPCA
|
|
at 09.30.12
|
05/03/10
|
|
05/02/11
|
|
05/02/15
|
|
1,540,011
|
|
1,264,267
|
|
23.44
|
|
26.58
|
|
35.01
|
07/01/10
|
|
06/30/11
|
|
06/30/15
|
|
36,900
|
|
36,900
|
|
24.75
|
|
26.14
|
|
35.01
|
05/02/11
|
|
05/01/12
|
|
05/01/16
|
|
2,463,525
|
|
2,356,517
|
|
30.85
|
|
32.84
|
|
35.01
|
05/02/12
|
|
05/01/13
|
|
05/01/17
|
|
3,708,071
|
|
3,590,011
|
|
34.95
|
|
35.40
|
|
35.01
|
|
|
|
|
|
|
7,748,507
|
|
7,247,695
|
|
|
|
|
|
|
The rollforward of the outstanding granted options for the nine-month period ended September 30, 2012, is presented as follows:
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
Quantity of outstanding options as of December 31, 2011
|
|
4,277,946
|
Issued - grant of 2012
|
|
3,708,071
|
Exercised - grant fo 2010
|
|
(31,933)
|
Termination plan - grant of 2007
|
|
(425,600)
|
Canceled
|
|
|
Grant of 2007
|
|
(61,180)
|
Grant of 2010
|
|
(15,941)
|
Grant of 2011
|
|
(85,608)
|
Grant of 2012
|
|
(118,060)
|
Quantity of outstanding options as of September 30, 2012
|
|
7,247,695
|
The weighted average strike prices of the outstanding options is R$32.98 (thirty two Brazilian Reais and ninety eight cents), and the weighted average of the remaining contractual term is 47 months.
The Company presented in shareholders’ equity the fair value of the options in the amount of R$39,025 (R$22,430 as of December 31, 2011). In the statement of income for the nine-month period ended September 30, 2012 the amount recognized as expense was R$16,595 (expense of R$10,334 as of September 30, 2011).
During the nine-month period ended September 30, 2012, the Company’s executives exercised 31,933 shares, with an average price of R$25.90 (twenty five Brazilian Reais and ninety cents) totaling R$827. In order to comply with this commitment, the Company utilized treasury shares with an acquisition cost of R$21.63 (twenty one Brazilian Reais and sixty three cents), recording a gain in the amount of R$136 as capital reserve.
The fair value of the stock options was measured using the Black-Scholes pricing model, as disclosed in the annual financial statements for the year ended December 31, 2011 (note 23) and has not changed during the nine-month period ended
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
118
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
September 30, 2012.
25.
SUPPLEMENTARY RETIREMENT PLAN AND OTHER BENEFITS TO EMPLOYEES
The Company offers supplementary retirement plans and other benefits to their employees. The characteristics of the supplementary retirement plans, as well as the other employee benefits offered by the Company, were disclosed in the annual financial statements for the year ended December 31, 2011 (note 24) and have not changed during this period.
The actuarial liabilities and the related effects in the statement of income are presented below:
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
Liabilities
|
|
Statement of income
|
|
|
09.30.12
|
|
12.31.11
|
|
09.30.12
|
|
09.30.11
|
Retirement supplementary plan - BFPP
(1)
|
|
-
|
|
-
|
|
(10,818)
|
|
(9,205)
|
Retirement supplementary plan - FAF
(2)
|
|
-
|
|
-
|
|
37,395
|
|
38,889
|
Medical assistance
|
|
94,793
|
|
85,156
|
|
(9,667)
|
|
(7,030)
|
Penalty F.G.T.S.
(3)
|
|
119,025
|
|
113,393
|
|
(13,426)
|
|
(19,365)
|
Reward for working time
|
|
34,759
|
|
33,107
|
|
(3,607)
|
|
(7,184)
|
Other
|
|
36,857
|
|
34,389
|
|
(3,401)
|
|
(2,699)
|
|
|
285,434
|
|
266,045
|
|
(3,524)
|
|
(6,594)
|
(1)
BFPP – Brasil Foods Pension Plan
(2)
FAF – Attilio Francisco Xavier Fontana Foundation
(3)
F.G.T.S. – Government Severance Indemnity Fund for employees, guarantee fund for length of service
26.
PROVISION FOR TAX, CIVIL AND LABOR RISK
The Company and its subsidiaries are involved in certain legal proceedings arising from the regular course of business, which include civil
,
administrative, tax, social security and labor lawsuits.
The Company classifies the risk of adverse decisions in the legal suits as “probable”, “possible” or “remote”. The provisions recorded relating to such proceedings is determined by the Company’s Management, based on legal advice and reasonably reflect the estimated and probable losses.
In case the Company is involved in judicial proceedings for which the amount is not known or cannot be reasonably estimated, but the probability of losses is probable, the related amount will not be recorded, however, its nature will be disclosed.
119
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
The Company’s Management believes that the provisions for tax, civil and labor contingencies, accounted for according to CVM Deliberation No. 594/09, is sufficient to cover eventual losses related to its legal proceedings, as presented below.
26.1.
Contingencies for probable losses
The rollforward of the provisions for tax, civil and labor risks is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
|
Parent company
|
|
|
12.31.11
|
|
Additions
|
|
Reversals
|
|
Transfers
(2)
|
|
Payments
|
|
Price index
update
|
|
09.30.12
|
Tax
|
|
128,513
|
|
15,039
|
|
(7,413)
|
|
(25,112)
|
|
(5,567)
|
|
6,412
|
|
111,872
|
Labor
|
|
53,555
|
|
70,702
|
|
(13,060)
|
|
-
|
|
(62,562)
|
|
3,674
|
|
52,309
|
Civil, commercial and other
|
|
26,372
|
|
11,437
|
|
(3,624)
|
|
-
|
|
(7,882)
|
|
1,931
|
|
28,234
|
|
|
208,440
|
|
97,178
|
|
(24,097)
|
|
(25,112)
|
|
(76,011)
|
|
12,017
|
|
192,415
|
|
Current
|
|
68,550
|
|
|
|
|
|
|
|
|
|
|
|
67,564
|
Non-current
|
|
139,890
|
|
|
|
|
|
|
|
|
|
|
|
124,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BR GAAP and IFRS
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.31.11
|
|
Additions
|
|
Business
combination
(1)
|
|
Reversals
|
|
Transfers
(2)
|
|
Payments
|
|
Price index
update
|
|
09.30.12
|
Tax
|
|
231,623
|
|
25,318
|
|
-
|
|
(23,964)
|
|
(25,112)
|
|
(17,253)
|
|
12,860
|
|
203,472
|
Labor
|
|
105,162
|
|
132,365
|
|
11,032
|
|
(27,026)
|
|
-
|
|
(105,679)
|
|
7,924
|
|
123,778
|
Civil, commercial and other
|
|
45,174
|
|
17,297
|
|
-
|
|
(5,671)
|
|
-
|
|
(11,588)
|
|
3,668
|
|
48,880
|
Contingent liabilities
|
|
571,741
|
|
-
|
|
12,929
|
|
(12,948)
|
|
-
|
|
-
|
|
-
|
|
571,722
|
|
|
953,700
|
|
174,980
|
|
23,961
|
|
(69,609)
|
|
(25,112)
|
|
(134,520)
|
|
24,452
|
|
947,852
|
Current
|
|
118,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,529
|
Non-current
|
|
835,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
826,323
|
(1)
Business combination with Quickfood, Avex and Dánica (note 6).
(2)
During the nine-month period ended September 30, 2012, the Company, for better presentation of the amounts related to tax contingencies, considered the reclassification of items that were not under litigation from tax provisions to other obligations, as well as certain lawyers’ fees.
26.2.
Contingencies classified as a risk of possible loss
The Company has other contingencies of labor and social security, civil and tax nature, which expected loss evaluated by management and supported by legal advice is classified as possible, and therefore no provision has been recognized. Tax lawsuits totaled R$5,938,191 (R$5,295,018 as of December 31, 2011), from which R$571,722 (R$565,909 as of December 31, 2011) were recorded at the estimated fair value resulting from business combinations with Sadia, Avex and Dánica as determined by paragraph 23 of CVM Deliberation No. 665/11, presented in the table of item 25.1. The main natures of these contingencies are properly disclosed in the annual financial statements for the period ended December 31, 2011 (note 25.2).
27.
SHAREHOLDERS’ EQUITY
120
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
27.1.
Capital stock
On September 30, 2012 and December 31, 2011, the capital subscribed and paid by the Company was R$12,553,417,953.36 (twelve billion, five hundred and fifty three million, four hundred and seventeen thousand, nine hundred and fifty three Brazilian Reais and thirty six cents), composed of 872,473,246 book-entry shares of common stock without par value. The realized value of the capital stock in the balance sheet is net of the expenses with public offering in the amount of R$92,947.
The Company is authorized to increase the capital stock, irrespective of amendments to the bylaws, up to the limit of 1,000,000,000 shares of common stock, in book-entry form, and without par value.
27.2.
Interest on capital
On December 15, 2011, was approved by the Board of the Company, the remuneration of the shareholders in the amount of R$0.39080857 per share, net of the treasury shares amount. The amount of R$339,790 was paid on February 15, 2012.
On June 18, 2012, was approved by the Board of the Company, the remuneration of the shareholders in the amount of R$0.11501051 per share, net of the treasury shares amount. The amount of R$100,000 was paid on August 15, 2012.
27.3.
Breakdown of capital stock by nature
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
09.30.12
|
|
12.31.11
|
Common shares
|
|
872,473,246
|
|
872,473,246
|
Treasury shares
|
|
(2,987,509)
|
|
(3,019,442)
|
Outstanding shares
|
|
869,485,737
|
|
869,453,804
|
121
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
27.4. Rollforward of outstanding shares
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
Quantity of outstanding of shares
|
|
|
09.30.12
|
|
12.31.11
|
Shares at the beggining of the period
|
|
869,453,804
|
|
871,692,074
|
Purchase of shares
|
|
-
|
|
(2,630,100)
|
Sale of shares in treasury
|
|
31,933
|
|
391,830
|
Shares at the end of the period
|
|
869,485,737
|
|
869,453,804
|
27.5.
Treasury shares
The Company has 2,987,509 shares in treasury, with an average cost of R$21.63 (twenty one Brazilian Reais and sixty three cents) per share, with a market value corresponding to R$104,593. The decrease of 31,933 in the number of shares is due to the exercise of the options of the executives of the Company.
28.
GOVERNMENT GRANTS
As of September 30, 2012, the amount of grants related to income through tax benefits totaled R$105,731 (R$56,542 as of December 31, 2011), are accounted for as reserve for tax incentives in the shareholders’ equity. The amount of R$46,336 (R$48,281 as of December 31, 2011) was utilized by the wholly-owned subsidiary Sadia to offset the accumulated losses, not composing, therefore, the reserve for tax incentives, according to the current tax legislation.
122
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
29. EARNING PER SHARE
|
|
|
|
|
|
|
09.30.12
|
|
12.31.11
|
Basic numerator:
|
|
|
|
|
Net income for the period attributable to BRF shareholders
|
|
250,458
|
|
1,246,400
|
|
Basic denominator:
|
|
|
|
|
Shares of common stock
|
|
872,473,246
|
|
872,473,246
|
Weighted average number of outstanding shares - basic (except treasury shares)
|
|
869,474,871
|
|
870,881,053
|
Net earnings per share - basic - R$
|
|
0.28806
|
|
1.43119
|
|
|
Diluted numerator:
|
|
|
|
|
Net income for the period attributable to BRF shareholders
|
|
250,458
|
|
1,246,400
|
|
Diluted denominator:
|
|
|
|
|
Weighted average number of outstanding shares - basic (except treasury shares)
|
|
869,474,871
|
|
870,881,053
|
Number of potential shares (stock options)
|
|
201,930
|
|
-
|
Weighted average number of outstanding shares - diluted
|
|
869,676,801
|
|
870,881,053
|
Net earnings per share - diluted - R$
|
|
0.28799
|
|
1.43119
|
On September 30, 2012, from the total of 7,247,695 outstanding options granted to the Company’s executives, 3,590,011 (2,928,905 as of December 31, 2011) were not considered in the calculation of the diluted earnings per share due to the fact that the strike price was higher than the average market price of the common shares during the period and, therefore, the effect was anti-dilutive. The variation in the stock options granted refers to the increase in the number of employees eligible to the plan to 254 as of September 30, 2012 (55 as of December 31, 2011).
30.
RELATED PARTIES – PARENT COMPANY
During its operations, rights and obligations are contracted between related parties, resulting from transactions of purchase and sale of products, as well as, loans agreed on normal market conditions for similar transactions.
30.1.
Transactions and balances
The balances of the assets and liabilities are demonstrated below:
123
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
|
|
Balance sheet
|
|
|
09.30.12
|
|
12.31.11
|
Accounts receivable
|
|
|
|
|
UP! Alimentos Ltda.
|
|
313
|
|
2,935
|
Perdigão Europe Ltd.
|
|
223,053
|
|
161,869
|
Perdigão International Ltd.
|
|
469,247
|
|
247,000
|
Sadia
|
|
218,139
|
|
41,905
|
Sadia Alimentos
|
|
780
|
|
-
|
Heloísa
|
|
2,570
|
|
311
|
|
|
914,102
|
|
454,020
|
Dividends and interest on the shareholders' equity receivable
|
|
|
|
|
Avipal S.A. Construtora e Incorporadora
|
|
5
|
|
5
|
|
|
5
|
|
5
|
Loan contracts
|
|
|
|
|
Perdigão Trading S.A.
|
|
(679)
|
|
(632)
|
Perdigão International Ltd.
|
|
(3,707)
|
|
(1,815)
|
Highline International Ltd.
|
|
(3,703)
|
|
(3,421)
|
Establecimiento Levino Zaccardi y Cia. S.A.
|
|
4,732
|
|
4,372
|
|
|
(3,357)
|
|
(1,496)
|
Trade accounts payable
|
|
|
|
|
Sino dos Alpes Alimentos Ltda.
|
|
-
|
|
85
|
UP! Alimentos Ltda.
|
|
9,178
|
|
5,930
|
Perdigão International Ltd.
|
|
2,403
|
|
2,168
|
Sadia
|
|
36,646
|
|
22,847
|
Sadia Alimentos
|
|
32
|
|
-
|
Heloísa
|
|
2,014
|
|
2,070
|
|
|
50,273
|
|
33,100
|
Advance for future capital increase
|
|
|
|
|
PSA Laboratório Veterinário Ltda.
|
|
100
|
|
100
|
Sadia
|
|
377,712
|
|
377,712
|
Heloísa
|
|
64,000
|
|
52,000
|
|
|
441,812
|
|
429,812
|
124
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
|
|
|
|
|
Other rights and obligations
|
|
|
|
|
BFF International
|
|
971
|
|
971
|
Avex
|
|
2,761
|
|
-
|
UP! Alimentos Ltda.
|
|
7,745
|
|
-
|
Perdigão Trading S.A.
|
|
410
|
|
410
|
Establecimiento Levino Zaccardi y Cia S.A.
|
|
2,131
|
|
1,181
|
Heloísa
|
|
49
|
|
34
|
Sadia
|
|
(437,081)
|
|
1,079
|
Sino dos Alpes Alimentos Ltda.
|
|
(5,174)
|
|
-
|
Perdigão International Ltd.
(1)
|
|
(2,353,904)
|
|
(1,763,378)
|
VIP S.A. Empreendimentos e Participações Imobiliárias
|
|
-
|
|
(3)
|
Avipal Centro Oeste S.A.
|
|
(38)
|
|
(38)
|
|
|
(2,782,130)
|
|
(1,759,744)
|
(1)
The amount corresponds to advances for export pre-payment.
|
|
|
|
|
|
|
Statement of income
|
|
|
09.30.12
|
|
09.30.11
|
Revenue
|
|
|
|
|
UP! Alimentos Ltda.
|
|
2,288
|
|
-
|
Perdigão Europe Ltd.
|
|
509,718
|
|
466,362
|
Perdigão International Ltd.
|
|
2,557,714
|
|
1,965,181
|
Sadia
|
|
1,152,647
|
|
352,659
|
|
|
4,222,367
|
|
2,784,202
|
Financial income, net
|
|
|
|
|
Perdigão Trading S.A.
|
|
(58)
|
|
(52)
|
Perdigão International Ltd.
|
|
(61,472)
|
|
(34,856)
|
Sadia
|
|
(13,844)
|
|
-
|
|
|
(75,374)
|
|
(34,908)
|
|
|
|
Acquisitons of the period
|
|
|
09.30.12
|
|
09.30.11
|
UP! Alimentos Ltda.
|
|
(97,758)
|
|
(3,389)
|
Establecimiento Levino Zaccardi y Cia. S.A.
|
|
(4,597)
|
|
(6,666)
|
Sadia
(1)
|
|
(961,814)
|
|
(199,219)
|
Sino dos Alpes
(1)
|
|
(5,174)
|
|
-
|
Heloísa
|
|
(31,191)
|
|
-
|
|
|
(1,100,534)
|
|
(209,274)
|
(1)
Corresponds to purchase of property, plant and equipment due to the execution of TCD, in which R$333,061 is related to Sadia and R$5,174 is related to Sino dos Alpes.
All the companies listed above are controlled by BRF, except for UP! Alimentos Ltda. which is an affiliate.
The Company entered into loan agreements with Instituto Perdigão de
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
125
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
Sustentabilidade. On September 30, 2012, the total receivable is R$7,268 (R$6,634 as of December 31, 2011), being interest bearing at 12% p.a.
The wholly-owned subsidiary Sadia granted a loan to Instituto Sadia de Sustentabilidade in the amount of R$13,000, being interest bearing at 12% p.a..
Due to the execution of TCD, the Company caused a loss in the accounts receivable of Instituto de Sustentabilidade Sadia in the amount of R$15,237. As a consequence, the related liability was recognized as other obligations.
The Company entered into loan agreements with its subsidiaries. Below is a summary of the balances and rates charged for the transactions in excess of R$10,000 on the date of closing of this quarterly financial information:
|
|
|
|
|
|
|
Counterparty
|
|
Balance
|
|
|
Creditor
|
|
Debtor
|
|
09.30.12
|
|
Interest rate
|
BFF International Ltd.
|
|
Perdigão International Ltd.
|
|
855,707
|
|
8.0% p.a.
|
BFF International Ltd.
|
|
Wellax Food Comércio
|
|
582,011
|
|
8.0% p.a.
|
Sadia Overseas Ltd.
|
|
Wellax Food Comércio
|
|
518,026
|
|
7.0% p.a.
|
Sadia International Ltd.
|
|
Wellax Food Comércio
|
|
120,410
|
|
Libor
|
Crossban Holdings GmbH
|
|
Plusfood Holland B.V.
|
|
99,324
|
|
3.0% p.a.
|
Plusfood Holland B.V.
|
|
Plusfood Groep B.V.
|
|
76,207
|
|
3.0% p.a.
|
Plusfood Groep B.V.
|
|
Plusfood B.V.
|
|
60,371
|
|
3.0% p.a.
|
Sadia GmbH
|
|
BRF Foods LLC
|
|
35,280
|
|
7.0% p.a.
|
Crossban Holdings GmbH
|
|
Sadia GmbH
|
|
27,011
|
|
3.0% p.a.
|
Wellax Food Comércio
|
|
Sadia GmbH
|
|
19,166
|
|
1.0% p.a.
|
Wellax Food Comércio
|
|
Qualy B.V.
|
|
16,166
|
|
Euribor a.t. + 0.10%
|
Plusfood Groep B.V.
|
|
Plusfood Wrexam
|
|
15,816
|
|
3.0% p.a.
|
30.2.
Other related parties
The Company entered into an operating lease agreement with FAF and for the nine-month period ended September 30, 2012 the amount of rent paid was R$7,468 (R$8,588 as of September 30, 2011). The amount of rent is set based on market rates.
30.3.
Granted guarantees
All the relationships between the Company and its subsidiaries were disclosed irrespective of the existence or not of transactions between these parties.
All the transactions and balances among the companies were eliminated in the consolidation and refer to commercial and/or financial transactions.
126
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
30.4.
Management remuneration
The key management personnel includes the directors and officers, members of the executive committee and the head of internal audit. On September 30, 2012, there were 25 professionals (27 professionals as of December 31, 2011) at the parent company and in the consolidated.
The total remuneration and benefits paid to these professionals are demonstrated below:
|
|
|
|
|
|
|
BR GAAP and IFRS
|
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
Salary and profit sharing
|
|
30,281
|
|
32,026
|
Short term benefits of employees
(1)
|
|
1,006
|
|
966
|
Post-employment benefits
|
|
89
|
|
1,095
|
Termination benefits
|
|
903
|
|
1,745
|
Stock-based payment
|
|
5,732
|
|
4,019
|
|
|
38,011
|
|
39,851
|
(1)
Includes medical plan, educational expenses and others.
The value of the profit sharing paid to each officer in any period is related mainly to the net income of the Company and to the assessment of the performance of the officer during the fiscal year by the Board of Directors.
The alternate members of the Board of Directors and of the Fiscal Council are compensated for each meeting that they attend. The members of the Board of Directors and Fiscal Council have no employment connection with the Company and do not provide services of any kind.
When the management and employees attain the age of 61 years, retirement is mandatory.
127
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
31. NET SALES
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
|
09.30.12
|
|
09.30.11
|
Gross sales
|
|
|
|
|
|
|
|
|
Domestic sales
|
|
5,043,701
|
|
4,570,144
|
|
10,813,726
|
|
10,231,194
|
Foreign sales
|
|
3,653,349
|
|
3,234,166
|
|
8,463,681
|
|
7,545,062
|
Dairy products
|
|
2,313,619
|
|
2,334,012
|
|
2,410,960
|
|
2,279,834
|
Food service
|
|
450,411
|
|
344,079
|
|
1,203,519
|
|
1,144,834
|
|
|
11,461,080
|
|
10,482,401
|
|
22,891,886
|
|
21,200,924
|
Sales deductions
|
|
|
|
|
|
|
|
|
Domestic sales
|
|
(802,594)
|
|
(856,093)
|
|
(1,776,837)
|
|
(1,886,116)
|
Foreign sales
|
|
(977)
|
|
(325)
|
|
(229,232)
|
|
(185,143)
|
Dairy products
|
|
(359,675)
|
|
(354,804)
|
|
(370,483)
|
|
(348,021)
|
Food service
|
|
(58,555)
|
|
(52,004)
|
|
(143,597)
|
|
(174,436)
|
|
|
(1,221,801)
|
|
(1,263,226)
|
|
(2,520,149)
|
|
(2,593,716)
|
Net sales
|
|
|
|
|
|
|
|
|
Domestic sales
|
|
4,241,107
|
|
3,714,051
|
|
9,036,889
|
|
8,345,078
|
Foreign sales
|
|
3,652,372
|
|
3,233,841
|
|
8,234,449
|
|
7,359,919
|
Dairy products
|
|
1,953,944
|
|
1,979,208
|
|
2,040,477
|
|
1,931,813
|
Food service
|
|
391,856
|
|
292,075
|
|
1,059,922
|
|
970,398
|
|
|
10,239,279
|
|
9,219,175
|
|
20,371,737
|
|
18,607,208
|
32.
RESEARCH AND DEVELOPMENT COSTS
Consists of expenditures on internal research and development of new products, recognized in the statement of income as incurred. The total expenditure on research and development for the nine-month period ended September 30, 2012, is R$19,304 at the parent company and R$24,042 in the consolidated (R$12,764 at the parent company and R$17,842 in the consolidated as of September 30, 2011).
128
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
33. EXPENSES WITH EMPLOYEE’S REMUNERATION
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
|
09.30.12
|
|
09.30.11
|
Salaries and social charges
|
|
985,117
|
|
858,654
|
|
2,087,111
|
|
1,814,026
|
Social security cost
|
|
269,260
|
|
236,856
|
|
538,226
|
|
473,427
|
Government severance indemnity fund for employees,
|
|
|
|
|
|
|
|
|
guarantee fund for length of service
|
|
75,661
|
|
66,524
|
|
150,015
|
|
130,968
|
Medical assistance and ambulatory care
|
|
30,374
|
|
22,951
|
|
87,579
|
|
73,594
|
Retirement supplementary plan
|
|
6,637
|
|
5,840
|
|
10,818
|
|
9,205
|
Employees profit sharing
(1)
|
|
(35,060)
|
|
86,523
|
|
25,757
|
|
159,194
|
Other benefits
|
|
205,411
|
|
180,586
|
|
414,677
|
|
374,285
|
Provision for labor risks
|
|
51,919
|
|
26,667
|
|
99,671
|
|
61,071
|
|
|
1,589,319
|
|
1,484,601
|
|
3,413,854
|
|
3,095,770
|
(1)
The credit balance for the nine-month period ended September 30, 2012 in the amount of R$51,822 refers to the reversal of the provision for the employees profit sharing for the fiscal year of 2011 net of R$16,762 of expenses from the current period.
129
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
34. OTHER OPERATING INCOME (EXPENSES), NET
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
|
09.30.12
|
|
09.30.11
|
Income
|
|
|
|
|
|
|
|
|
Net income from the disposal of property, plant and
|
|
|
|
|
|
|
|
|
equipment
|
|
-
|
|
-
|
|
-
|
|
38,760
|
Insurance indemnity
|
|
2,218
|
|
11,811
|
|
16,241
|
|
17,602
|
Employees benefits
|
|
-
|
|
-
|
|
37,395
|
|
38,889
|
Recovery of expenses
|
|
7,910
|
|
13,948
|
|
11,177
|
|
77,436
|
Provision reversal
(1)
|
|
58,989
|
|
-
|
|
30,200
|
|
118,684
|
Net income from the transfer of Carambeí plant
|
|
48,812
|
|
-
|
|
48,812
|
|
-
|
Other
|
|
1,399
|
|
483
|
|
14,417
|
|
13,648
|
|
|
119,328
|
|
26,242
|
|
158,242
|
|
305,019
|
Expenses
|
|
|
|
|
|
|
|
|
Net loss from the disposal of property, plant and
|
|
|
|
|
|
|
|
|
equipment
|
|
(13,965)
|
|
(6,266)
|
|
(10,866)
|
|
-
|
Idleness costs
|
|
(41,439)
|
|
(37,783)
|
|
(77,155)
|
|
(77,892)
|
Insurance claims costs
|
|
(17,227)
|
|
(14,698)
|
|
(31,774)
|
|
(21,664)
|
Employees profit sharing
|
|
(16,762)
|
|
(86,523)
|
|
(25,757)
|
|
(151,816)
|
Stock options plan
|
|
(16,595)
|
|
(10,334)
|
|
(16,595)
|
|
(10,334)
|
Management profit sharing
|
|
(2,506)
|
|
(7,455)
|
|
(2,506)
|
|
(13,747)
|
Other employees benefits
|
|
(13,275)
|
|
(15,174)
|
|
(30,101)
|
|
(36,278)
|
Provision for tax risks
|
|
(6,041)
|
|
(146,054)
|
|
(10,057)
|
|
(149,191)
|
Provision for civil risks
|
|
(6,824)
|
|
-
|
|
(12,171)
|
|
(11,671)
|
Net loss from the execution of TCD
(2)
|
|
(100,322)
|
|
-
|
|
(104,360)
|
|
-
|
Other
|
|
(9,429)
|
|
(7,851)
|
|
(38,457)
|
|
(34,724)
|
|
|
(244,385)
|
|
(332,138)
|
|
(359,799)
|
|
(507,317)
|
|
|
(125,057)
|
|
(305,896)
|
|
(201,557)
|
|
(202,298)
|
(1)
From the total amount disclosed in the parent company, R$ 51,822 refers to the reversal of provision for employee profit sharing for the fiscal year of 2011.
(2)
Note 1.2.
130
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
35. FINANCIAL INCOME (EXPENSES), NET
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
|
09.30.12
|
|
09.30.11
|
Financial income
|
|
|
|
|
|
|
|
|
Interest on marketable securities
|
|
4,725
|
|
23,935
|
|
8,797
|
|
34,121
|
Exchange rate variation on marketable securities
|
|
8,065
|
|
2,301
|
|
6,773
|
|
1,522
|
Interest on other assets
|
|
47,123
|
|
30,861
|
|
71,090
|
|
78,877
|
Exchange rate variation on other assets
|
|
60,627
|
|
32,798
|
|
89,046
|
|
50,169
|
Interests on financial assets classified as:
|
|
19,727
|
|
48,302
|
|
61,179
|
|
105,078
|
Available for sale
|
|
-
|
|
-
|
|
11,051
|
|
38,137
|
Held for trading
|
|
19,727
|
|
48,302
|
|
33,390
|
|
53,305
|
Held to maturity
|
|
-
|
|
-
|
|
16,738
|
|
13,636
|
Gains from derivative transactions
|
|
16,116
|
|
-
|
|
10,867
|
|
-
|
Gains from the translation of foreign investments
|
|
-
|
|
-
|
|
478,550
|
|
368,411
|
Adjustment to present value
|
|
8,982
|
|
6,744
|
|
17,561
|
|
3,901
|
Exchange rate variation on loans and financing
|
|
-
|
|
2,534
|
|
-
|
|
-
|
Financial income from the acquisition of raw materials
|
|
-
|
|
-
|
|
148
|
|
-
|
Other
|
|
1,400
|
|
540
|
|
21,672
|
|
27,897
|
|
|
166,765
|
|
148,015
|
|
765,683
|
|
669,976
|
Financial expenses
|
|
|
|
|
|
|
|
|
Interest on loans and financing
|
|
(146,441)
|
|
(114,409)
|
|
(362,672)
|
|
(338,480)
|
Exchange rate variation on loans and financing
|
|
(41,028)
|
|
-
|
|
(85,741)
|
|
(136,363)
|
Interest on other liabilities
|
|
(18,582)
|
|
(12,924)
|
|
(43,397)
|
|
(48,792)
|
Exchange rate variation on other liabilities
|
|
(191,728)
|
|
(189,854)
|
|
(332,644)
|
|
(181,114)
|
Financial expenses from the acquisition of raw materials
|
|
(5,748)
|
|
(9,519)
|
|
(18,421)
|
|
(9,519)
|
Losses from derivative transactions
|
|
(25,601)
|
|
(81,228)
|
|
(26,104)
|
|
(78,459)
|
Losses from the translation of foreing investments
|
|
-
|
|
-
|
|
(332,455)
|
|
(146,820)
|
Interest expenses on loans to related parties
|
|
(75,374)
|
|
(34,908)
|
|
-
|
|
-
|
Adjustment to present value
|
|
(1,959)
|
|
(3,113)
|
|
(5,052)
|
|
(3,113)
|
Other
|
|
(7,695)
|
|
(8,339)
|
|
(38,847)
|
|
(21,329)
|
|
|
(514,156)
|
|
(454,294)
|
|
(1,245,333)
|
|
(963,989)
|
|
|
(347,391)
|
|
(306,279)
|
|
(479,650)
|
|
(294,013)
|
131
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
36. STATEMENT OF INCOME BY NATURE
The Company has opted to disclose its statement of income by function and thus presents below the details by nature:
|
|
|
|
|
|
|
|
|
|
|
BR GAAP
|
|
BR GAAP and IFRS
|
|
|
Parent company
|
|
Consolidated
|
|
|
09.30.12
|
|
09.30.11
|
|
09.30.12
|
|
09.30.11
|
Costs of sales
|
|
|
|
|
|
|
|
|
Costs of goods
|
|
6,522,761
|
|
5,524,366
|
|
11,455,851
|
|
9,990,971
|
Depreciation
|
|
298,188
|
|
250,654
|
|
635,446
|
|
575,140
|
Amortization
|
|
1,063
|
|
707
|
|
6,955
|
|
37,016
|
Salaries and employees benefits
|
|
1,134,687
|
|
1,015,337
|
|
2,371,709
|
|
2,089,408
|
Other
|
|
737,975
|
|
610,128
|
|
1,543,222
|
|
1,202,437
|
|
|
8,694,674
|
|
7,401,192
|
|
16,013,183
|
|
13,894,972
|
Sales expenses
|
|
|
|
|
|
|
|
|
Depreciation
|
|
15,137
|
|
11,513
|
|
24,976
|
|
19,060
|
Amortization
|
|
153
|
|
87
|
|
855
|
|
559
|
Salaries and employees benefits
|
|
305,696
|
|
261,864
|
|
716,711
|
|
633,499
|
Direct logistics expenditures
|
|
422,211
|
|
368,666
|
|
1,203,585
|
|
1,031,156
|
Other
|
|
495,469
|
|
487,420
|
|
1,169,809
|
|
1,031,051
|
|
|
1,238,666
|
|
1,129,550
|
|
3,115,936
|
|
2,715,325
|
Administrative expenses
|
|
|
|
|
|
|
|
|
Depreciation
|
|
1,966
|
|
1,781
|
|
5,309
|
|
4,307
|
Amortization
|
|
17,338
|
|
3,969
|
|
25,583
|
|
8,117
|
Salaries and employees benefits
|
|
132,077
|
|
94,210
|
|
200,006
|
|
152,598
|
Fees
|
|
16,836
|
|
14,089
|
|
18,915
|
|
25,643
|
Other
|
|
560
|
|
62,583
|
|
25,527
|
|
115,673
|
|
|
168,777
|
|
176,632
|
|
275,340
|
|
306,338
|
Other operating expense
|
|
|
|
|
|
|
|
|
Depreciation
|
|
19,750
|
|
17,758
|
|
20,217
|
|
17,770
|
Other
|
|
224,635
|
|
314,380
|
|
339,582
|
|
489,547
|
|
|
244,385
|
|
332,138
|
|
359,799
|
|
507,317
|
132
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
37. INSURANCE COVERAGE – CONSOLIDATED
The Company adopts the policy of contracting insurance coverage for assets subject to risks in amounts sufficient to cover certain claims, considering the nature of its activity.
|
|
|
|
|
|
|
|
|
|
|
09.30.12
|
|
|
|
|
Insured
|
|
Amount of
|
Assets covered
|
|
Coverage
|
|
amounts
|
|
coverage
|
|
|
Fire, lightning, explosion, windstorm, deterioration of
|
|
|
|
|
|
|
refrigerated products, breakdown of machinery, loss of
|
|
|
|
|
Inventories and property, plant and equipment
|
|
profit and other
|
|
25,884,190
|
|
2,251,782
|
Garantee
|
|
Judicial, traditional and customer garantees
|
|
271,937
|
|
271,937
|
National transport
|
|
Road risk and civil liability of cargo carrier
|
|
18,781,194
|
|
493,255
|
International transport
|
|
Transport risk during imports and exports
|
|
10,788,793
|
|
127,944
|
General civil liability for directors and officers
|
|
Third party complaints
|
|
29,321,922
|
|
1,308,414
|
Credit
|
|
Customer default
|
|
335,309
|
|
313,898
|
133
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
38. NEW RULES AND PRONOUNCEMENTS NOT ADOPTED
The interpretations and amendments set forth below, applicable to the following accounting periods, were published by IASB and apply to the financial statements of the Company to be filed with CVM (the Brazilian Securities Commission) only if there is a Deliberation by that agency, therefore, there was no anticipated adoption of these rules.
IAS 1 – Presentation of Items of Others Comprehensive Income
In June 2011, the IASB revised IAS 1. The change in IAS 1 deals with aspects related to disclosure of other comprehensive income items and establishes the need to separate items which will not be further reclassified to net income (for example: realization of the deemed cost) and items that can be further reclassified to net income, such as gains and losses deferred cash flow hedge. The revised standard is effective for annual reporting periods beginning on or after July 1, 2012. The Company is assessing the impact of adopting this standard on its consolidated financial statements.
IAS 19 – Employee Benefits
In June 2011, the IASB revised IAS 19. The change addresses issues related to accounting and disclosure of employee benefits. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its consolidated financial statements.
IAS 27 – Consolidated and Separate Financial Statements
In May 2011, the IASB revised IAS 27. The change addresses issues related to investments in subsidiaries, jointly-controlled entities and associate companies, when an entity prepares separate financial statements. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company understands that this change will not impact its consolidated financial statements.
IAS 28 – Investments in associates and joint ventures
In May 2011, the IASB revised IAS 28. The change addresses issues related to investments in associate companies and establishes the rules for using the equity accounting method for investments in associate companies and jointly-controlled entities. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its consolidated financial statements.
134
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
IFRS 7 – Financial Instruments - Disclosures: Offsetting of Financial Assets and Liabilities
In December 2011, the IASB issued a revision of the rule establishing requirements for disclosure of compensation arrangements of financial assets and liabilities. This standard is effective for annual periods beginning on or after January 1, 2013. The Company is evaluating the impact of adopting this standard on its consolidated financial statements.
IFRS 9 – Financial Instruments
In October 2010, the IASB revised IFRS 9. The change of this standard addresses the first stage of the project of replacement of IAS 39. The date of application of this standard was extended to January 1, 2015. The Company is evaluating the impact of adopting this standard and any differences from IAS 39 in its consolidated financial statements.
IFRS 10 – Consolidated Financial Statements
In May 2011, the IASB issued IFRS 10. This standard provides the principles for the presentation and preparation of financial statements of the Consolidated Financial Statement when the entity controls one or more entities. The standard provides additional guidance to assist in determining control when there is doubt in the assessment. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is evaluating the impact of the adoption of this amendment in its consolidated financial statements.
IFRS 11 – Joint Arrangements
In May 2011, the IASB issued IFRS 11. This standard deals with aspects related to the accounting treatment for jointly-controlled entities and joint operations. This standard also limit the use of proportional consolidation just for joint operations, and also establish the equity accounting method as the only method acceptable for joint ventures. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its consolidated financial statements
IFRS 12 – Disclosure of Interests in Other Entities
In May 2011, the IASB issued IFRS 12. This standard deals with aspects related to the disclosure of nature and risks related to interests owned in subsidiaries, jointly-controlled entities and associate companies. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
135
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
the impact of adopting this standard on its consolidated financial statements.
IFRS 13 – Fair Value Measurement
In May 2011, the IASB issued IFRS 13. This standard establishes fair value and consolidates in a single standard the aspects of fair value measurement and establishes the requirements of disclosure related to fair value. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company is assessing the impact of adopting this standard on its consolidated financial statements.
136
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
39.
SUBSEQUENT EVENTS
39.1.
Acquisition of share equity of Federal Foods Limited
According to the strategic plan of become a worldwide Company and strengthen its trademarks through local markets, on October 4, 2012 BRF signed, through its subsidiary in Austria, a binding offer to acquire 49% of the share equity and management control of Federal Foods Limited (“Federal Foods”). The remaining share equity will be maintained by Al Nowais Investments, the current owner of Federal Foods.
The closing of this transaction will depend on the satisfactory conclusion of the due diligence process, which is expected to occur on the subsequent months.
Federal Foods is a privately-held company headquartered in Abu Dhabi, in the United Arab Emirates (“UAE”), and distributor of Sadia’s products for more than 20 years, as well as chilled, frozen and dry products from other trademarks and suppliers. Currently, BRF’s products represent approximately 65% of Federal Foods’ net revenue.
The total investment for the acquisition of 49% of Federal Foods share equity will be US$36,000. BRF will have management control and will consolidate Federal Foods’ financial statements.
39.2.
Constitution of Joint Venture between BRF and Carbery Group
According to the strategic plan of the Company of becoming a leading player in the Brazilian cheese market, on November 5, 2012, BRF disclosure to the market the constitution of a joint venture (“JV”) with Carbery Group (“Carbery”) for whey processing.
Carbery employs over 500 people worldwide, is a leading manufacturer player of whey based ingredients and has a range of advanced dairy based nutritional ingredients which are recognized globally for their high quality and effectiveness. Their products are supplied to several food and beverage companies in the world.
The Company will own 50% of the share equity of the JV. The total shared investment of R$50,000 will utilize Carbery’s innovative technology to process whey generated by BRF’s cheese operations.
The project includes the construction of a manufacturing plant to produce high added value nutritional ingredients, which are mainly used by baby food and nutritional sports customers. The construction of the plant is expected to commence immediately and the beginning of its operations is planned for 2014.
137
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
39.3.
Acquisition of assets related to integration, production and slaughter of porks – DOUX
On November 7, 2012, the Company disclosed to the market, under the terms of CVM Instruction No. 358/02, the consideration by the CADE of the terms of an agreement negotiated by BRF with the respective entity, aiming the creation of the rules for the assets related to integration, production and slaughter of porks from Doux, pledged to BRF during the year of 2011, according to note 6.4. of the financial statements for the fiscal year ended December 31, 2011 disclosed on March 22, 2012, to have their property transferred to third parties or to BRF, through an extrajudicial auction.
This agreement was necessary to allow the execution of the guarantees offered by Doux in consideration to the advances made by BRF which were not settled yet. In addition, the agreement establishes the limits for the use of such assets by BRF, as well as authorizes the Company to take all necessary measures to recovery these advances.
The Company’s management do not expect any significant impact on the future earnings.
138
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
40. APPROVAL OF THE QUARTERLY FINANCIAL INFORMATION
The quarterly financial information was approved and its disclosure authorized by the Board of Directors on November 12, 2012.
BOARD OF DIRECTORS
|
|
|
|
Chairman
|
Nildemar Secches
|
Vice-Chairman
|
Paulo Assunção de Souza
|
|
|
Member
|
Heloisa Helena Silva de Oliveira
|
Independent Member
|
Décio da Silva
|
Independent Member
|
José Carlos Reis de Magalhães Neto
|
Board Member
|
Luis Carlos Fernandes Afonso
|
Independent Member
|
Luiz Fernando Furlan
|
Independent Member
|
Manoel Cordeiro Silva Filho
|
Independent Member
|
Pedro de Andrade Faria
|
Independent Member
|
Walter Fontana Filho
|
FISCAL COUNCIL / AUDIT COMITTEE
|
|
|
|
Chairman and Financial Specialist
|
Attílio Guaspari
|
Member
|
Decio Magno Andrade Stochiero
|
Member
|
Susana Hanna Stiphan Jabra
|
BOARD OF EXECUTIVE OFFICERS
|
|
|
|
Chief Executive Officer
|
José Antônio do Prado Fay
|
Vice President of Finance, Administration and Investor Relations
|
Leopoldo Viriato Saboya
|
Vice President of Strategy and M&A
|
Nelson Vas Hacklauer
|
Vice President of Human Resources
|
Gilberto Antônio Orsato
|
Vice President of Operations and Technology
|
Nilvo Mittanck
|
Vice President of Foreign Market
|
Antônio Augusto de Toni
|
Vice President of Local Market
|
José Eduardo Cabral Mauro
|
Vice President of Food Service
|
Ely David Mizrahi
|
Vice President of Supply Chain
|
Luiz Henrique Lissoni
|
Vice President of Corporate Affairs
|
Wilson Newton de Mello Neto
|
Marcos Roberto Badollato
Controller – CRC 1SP219369/O-4
Renata Bandeira Gomes do Nascimento
Accountant – CRC 1SP 215231/O-3
139
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
Explanatory Notes
(in thousands of Brazilian Reais)
BREAKDOWN OF THE CAPITAL BY OWNER
Company’s shares owned by its major shareholders, management, members of the Board of Directors and Fiscal Council is presented below (not reviewed):
|
|
|
|
|
|
|
|
|
|
|
09.30.12
|
|
12.31.11
|
Shareholders
|
|
Quantity
|
|
%
|
|
Quantity
|
|
%
|
Major shareholders
|
|
|
|
|
|
|
|
|
Caixa de Previd. dos Func. Do Banco do Brasil
(1)
|
|
106,352,222
|
|
12.19
|
|
111,364,918
|
|
12.77
|
Fundação Petrobrás de Seguridade Social - Petros
(1)
|
|
88,332,682
|
|
10.12
|
|
89,866,382
|
|
10.30
|
Tarpon
|
|
69,988,490
|
|
8.02
|
|
69,988,490
|
|
8.02
|
BlackRock, Inc
|
|
44,776,961
|
|
5.13
|
|
-
|
|
-
|
Fundação Vale do Rio Doce de Seg. Social - Valia
(1)
|
|
12,548,390
|
|
1.44
|
|
23,629,690
|
|
2.71
|
Fundação Sistel de Seguridade Social
(1)
|
|
11,726,238
|
|
1.34
|
|
11,725,832
|
|
1.34
|
FPRV1 Sabiá FIM Previdenciário
(2)
|
|
3,474,904
|
|
0.40
|
|
3,474,904
|
|
0.40
|
Management
|
|
|
|
|
|
|
|
|
Board of Directors
|
|
9,721,598
|
|
1.11
|
|
9,721,600
|
|
1.11
|
Executives
|
|
153,316
|
|
0.02
|
|
100,932
|
|
0.01
|
Treasury shares
|
|
2,987,509
|
|
0.34
|
|
3,019,442
|
|
0.35
|
Other
|
|
522,410,936
|
|
59.89
|
|
549,581,056
|
|
62.99
|
|
|
872,473,246
|
|
100.00
|
|
872,473,246
|
|
100.00
|
The shareholding position of the shareholders holding more than 5% of the voting capital is presented below (not reviewed):
|
|
|
|
|
|
|
|
|
|
|
09.30.12
|
|
12.31.11
|
Shareholders
|
|
Quantity
|
|
%
|
|
Quantity
|
|
%
|
Caixa de Previd. dos Func. Do Banco do Brasil
(1)
|
|
106,352,222
|
|
12.19
|
|
111,364,918
|
|
12.76
|
Fundação Petrobrás de Seguridade Social - Petros
(1)
|
|
88,332,682
|
|
10.12
|
|
89,866,382
|
|
10.30
|
Tarpon
|
|
69,988,490
|
|
8.02
|
|
69,988,490
|
|
8.02
|
BlackRock, Inc
|
|
44,776,961
|
|
5.13
|
|
-
|
|
-
|
Fundação Vale do Rio Doce de Seg. Social - Valia
(1)
|
|
12,548,390
|
|
1.44
|
|
23,629,690
|
|
2.71
|
Fundação Sistel de Seguridade Social
(1)
|
|
11,726,238
|
|
1.34
|
|
11,725,832
|
|
1.34
|
FPRV1 Sabiá FIM Previdenciário
(2)
|
|
3,474,904
|
|
0.40
|
|
3,474,904
|
|
0.41
|
|
|
337,199,887
|
|
38.64
|
|
310,050,216
|
|
35.54
|
Other
|
|
535,273,359
|
|
61.36
|
|
562,423,030
|
|
64.46
|
|
|
872,473,246
|
|
100.00
|
|
872,473,246
|
|
100.00
|
(1) The pension funds are controlled by participating employees of the respective companies.
(2)
Investment fund held exclusively by the
Fundação de Assistência e Previdência Social
of BNDES-FAPES. The common shares currently held by this fund are tied to the voting agreement signed by the Pension Funds.
The Company is bound to arbitration in the Market Arbitration Chamber, as established by the arbitration clause in the by-laws.
140
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
I
NDEPENDENT AUDITOR’S REPORT ON REVIEW OF QUARTERLY INFORMATION
The Shareholders and Officers
BRF - Brasil Foods S.A.
Itajaí - SC
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of BRF - Brasil Foods S.A. (“Company”), contained in the Quarterly Information Form (ITR) for the quarter ended September 30, 2012, which comprise the balance sheet as at September 30, 2012 and the related statements of income and comprehensive income for the three and nine months periods then ended, and changes in equity and cash flow for the nine-month period then ended, including other explanatory information.
Management is responsible for the preparation of individual interim financial information in accordance with Accounting Pronouncement CPC 21 - Demonstração Intermediária (“CPC 21”) and the consolidated interim financial information in accordance with CPC 21 and International Accounting Standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of this information in a manner consistent with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of the review
We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 Revisão de Informações Intermediárias Executada pelo Auditor da Entidade) and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). A review of interim financial 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 International Standards on Auditing and consequently does 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 individual interim financial information
Based on our review, nothing has come to our attention that causes us to believe
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
141
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
INDEPENDENT AUDITOR’S REPORT ON REVIEW OF QUARTERLY INFORMATION
that the accompanying individual interim financial information included in the quarterly information referred to above is not prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of quarterly financial information (ITR), consistently with the rules issued by the Brazilian Securities and Exchange Commission.
Conclusion on the consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the quarterly information referred to above is not prepared, in all material respects, in accordance with CPC 21 and IAS 34, applicable to the preparation of quarterly financial information (ITR), consistently with the rules issued by the Brazilian Securities and Exchange Commission.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added for the nine-month period ended September 30, 2012, prepared under the responsibility of Company management, the presentation of which in the interim information is required by the rules issued by the Brazilian Securities and Exchange Commission applicable to preparation of Quarterly Information, and considered as supplementary information under the IFRS, which does not require the presentation of the statement of value added. These statements have been subject to the same review procedures previously described and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in a manner consistent with the overall individual and consolidated interim financial information.
Audit of individual and consolidated balance sheet as of December 31 2011 and review of individual and consolidated interim statements of income, comprehensive income, changes in equity, cash flow and value added for the same periods of prior year.
The consolidated balance sheet as of December 31, 2011 and the interim individual and consolidated statements of income and comprehensive income for the three and nine-months periods ended September 30,2011, and changes in equity, cash flows, and value added for the nine-month period ended September 30, 2011, presented for comparison purposes, were audited and reviewed, respectively, by other independent auditors, who issued an unqualified
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
142
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
INDEPENDENT AUDITOR’S REPORT ON REVIEW OF QUARTERLY INFORMATION
opinion thereon dated March 22, 2012, and an unqualified review report thereon dated October 27, 2011.
São Paulo, November 12, 2012.
ERNST & YOUNG TERCO
Auditores Independentes S.S.
CRC-SC-000048/F-0
Antonio Humberto Barros dos Santos
Contador CRC-1SP161745/O-3 S-SC
143
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
OPINION OF THE FISCAL COUNCIL
The Fiscal Council of BRF – Brasil Foods S.A., in fulfilling its statutory and legal functions, reviewed:
(i)
the opinion issued by Ernst & Young Terco Auditores Independentes;
(ii)
the Management Report; and
(iii)
the quarterly financial information (parent company and consolidated) for the nine-month period ended September 30, 2012.
Based on the documents reviewed and on the explanations provided, the members of the Fiscal Council, undersigned, issued an opinion for the approval of the financial information identified above.
São Paulo, November 12, 2012.
Attílio Guaspari
Chairman and Financial Expert
Decio Magno Andrade Stochiero
Committee Member
Susana Hanna Stiphan Jabra
Committee Member
144
(A FREE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2012 – BRF – BRASIL FOODS S.A.
STATEMENT OF EXECUTIVE BOARD ON THE QUARTERLY FINANCIAL INFORMATION AND INDEPENDENT AUDITOR’S REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
In compliance with the dispositions of sections V and VI of article 25 of CVM Instruction No. 480/09, the executive board of BRF – Foods Brasil S.A., states:
(i)
reviewed
, discussed and agreed with the Company's quarterly financial statement for the nine-month period ended on September 30, 2012; and
(ii)
reviewed, discussed and agreed with opinions expressed in the review report issued by Ernst & Young Terco Auditores Independentes for the Company's quarterly financial information for the nine-month period ended on September 30, 2012.
São Paulo, November 12, 2012.
José Antônio do Prado Fay
Chief Executive Officer
Leopoldo Viriato Saboya
Vice President of Finance, Administration and Investor Relations
Nelson Vas Hacklauer
Vice President of Strategy and M&A
Gilberto Antônio Orsato
Vice President of Human Resources
Nilvo Mittanck
Vice President of Operations and Technology
Antônio Augusto de Toni
Vice President of Foreign Market
José Eduardo Cabral Mauro
Vice President of Local Market
Ely David Mizrahi
Vice President of Food Service
Luiz Henrique Lissoni
Vice President of Supply Chain
Wilson Newton de Mello Neto
Vice President of Corporate Affairs
145
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 13, 2012
|
By:
|
/s/ Leopoldo Viriato Saboya
|
|
|
|
|
|
|
|
|
|
Name:
|
Leopoldo Viriato Saboya
|
|
|
Title:
|
Financial and Investor Relations Director
|
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