Exhibit 99.5
01.02 - HEAD OFFICE ADDRESS
1 - FULL ADDRESS (STREET, NUMBER AND COMPLEMENT) |
| 2 - DISTRICT | |||||||
Jorge Tzachel Street, 475 |
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| Fazenda | |||
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3 - ZIP CODE |
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| 4 - CITY |
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| 5 - STATE |
88301-600 |
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| Itajaí |
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| SC |
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6 - DDD (Long distance) |
| 7 - TELEPHONE |
| 8 - TELEPHONE |
| 9 - TELEPHONE |
| 10 - TELEX | |
55 47 |
| 3249-4533 |
| 3249-4207 |
| 3249-4222 |
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11- DDD (Long distance) |
| 12 - FAX |
| 13 - FAX |
| 14 - FAX |
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55 47 |
| 3249-4462 |
| 3249-4221 |
| 3249-4211 |
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15 - E-MAIL |
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acao@perdigao.com.br |
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01.03 - - INVESTOR RELATIONS DIRECTOR (Address for correspondence with the company)
1 - NAME |
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Leopoldo Viriato Saboya |
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2 - FULL ADDRESS (Place, Number and Complement) |
| 3 - DISTRICT | |||||||
Av. Escola Politécnica, 760, 2nd floor |
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| Jaguaré | |||||
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4 - ZIP CODE |
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| 5 - CITY |
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| 6 - STATE |
05350-901 |
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| São Paulo |
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| SP |
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7 - DDD (long distance) |
| 8 - TELEPHONE |
| 9 - TELEPHONE |
| 10 - TELEPHONE |
| 11 - TELEX | |
55 11 |
| 3718-5301 |
| 3718-5306 |
| 3718-5465 |
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12 - DDD (long distance) |
| 13 - FAX |
| 14 - FAX |
| 15 – FAX |
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55 11 |
| 3718-5301 |
| 3718-5306 |
| - |
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16 - E-MAIL |
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acao@perdigao.com.br |
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01.04 - REFERENCE / AUDITOR
CURRENT FISCAL YEAR |
| CURRENT QUARTER |
| PREVIOUS QUARTER | ||||||||||
1 - BEGIN |
| 2 – END |
| 3 - QUARTER |
| 4 - BEGIN |
| 5 - END |
| 6 - QUARTER |
| 7 - BEGIN |
| 8 - END |
01/01/2009 |
| 12/31/2009 |
| 2 |
| 04/01/2009 |
| 06/30/2009 |
| 1 |
| 01/01/2009 |
| 03/31/2009 |
9 - AUDITING COMPANY KPMG Auditores Independentes |
| 10 - CVM CODE 00418-9 |
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11 - TECHNICAL IN CHARGE |
| 12 - TECHNICAL IN CHARGE TAXPAYERS’ REGISTER |
José Luiz Ribeiro de Carvalho |
| 007.769.948-32 |
FEDERAL PUBLIC DEPARTMENT |
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BRAZILIAN SECURITIES COMMISSION – CVM |
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ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
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01.01 - IDENTIFICATION |
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1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
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01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
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4 - NIRE |
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35300149947 |
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01.05 - CURRENT COMPOSITION OF CAPITAL
Number of Shares |
| 1 – CURRENT QUARTER |
| 2 – PREVIOUS QUARTER |
| 3 – SAME QUARTER PREVIOUS YEAR |
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Paid-Up Capital |
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1 – COMMON |
| 206,958,103 |
| 206,958,103 |
| 206,958,103 |
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2 - PREFERRED |
| 0 |
| 0 |
| 0 |
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3 – TOTAL |
| 206,958,103 |
| 206,958,103 |
| 206,958,103 |
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In Treasury |
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4 - COMMON |
| 430,485 |
| 430,485 |
| 430,485 |
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5 - PREFERRED |
| 0 |
| 0 |
| 0 |
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6 – TOTAL |
| 430,485 |
| 430,485 |
| 430,485 |
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01.06 – COMPANY PROFILE
1 - - TYPE OF COMPANY
Commercial, Industrial and Others
2 — SITUATION
Operational
3 - - NATURE OF SHARE CONTROL
National Private
4 - - CODE OF ACTIVITY
1220 — Food
5 - - MAIN ACTIVITY
Holding
6 - CONSOLIDATED TYPE
Total
7 — TYPE OF AUDITOR’S REPORT
No exception
01.07- COMPANIES NOT INCLUDED IN CONSOLIDATED FINANCIAL STATEMENTS
1 - ITEM |
| 2 - GENERAL TAXPAYERS’ REGISTER |
| 3 - NAME |
01.08 — DECLARED AND/OR PAID DIVIDENDS DURING AND AFTER THE QUARTER
1 - ITEM |
| 2 - EVENT |
| 3 - APPROVAL DATE |
| 4 - DIVIDENDS |
| 5- BEGINNING OF PAYMENT |
| 6- TYPE OF SHARE |
| 7- AMOUNT PER SHARE |
2
FEDERAL PUBLIC DEPARTMENT |
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BRAZILIAN SECURITIES COMMISSION – CVM |
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ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
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01.01 - IDENTIFICATION |
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1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
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01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
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4 - NIRE |
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35300149947 |
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01.09 — PAID-UP CAPITAL AND CHANGES IN THE CURRENT PERIOD
1 – ITEM |
| 2 – DATE OF CHANGE |
| 3 – CAPITAL STOCK |
| 4 – AMOUNT |
| 5 – SOURCE OF CHANGE |
| 7 – QUANTITY OF ISSUED SHARES |
| 8 – PRICE OF SHARE IN THE ISSUANCE |
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| (thousand Reais) |
| (thousand Reais) |
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| (Units) |
| (Reais) |
01.10 — INVESTOR RELATIONS DIRECTOR
1 – DATE |
| 2 – SIGNATURE |
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08/13/2009 |
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3
FEDERAL PUBLIC DEPARTMENT |
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BRAZILIAN SECURITIES COMMISSION – CVM |
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ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
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01.01 - IDENTIFICATION |
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1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
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01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
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4 - NIRE |
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35300149947 |
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02.01- BALANCE SHEET - ASSETS (in thousands of Brazilian Reais)
1 - Code |
| 2 – Description |
| 3- 06/30/2009 |
| 4- 03/31/2009 |
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1 |
| Total Assets |
| 10,387,780 |
| 10,442,462 |
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1.01 |
| Current Assets |
| 4,116,251 |
| 4,234,563 |
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1.01.01 |
| Cash, Banks and Investments |
| 588,552 |
| 749,221 |
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1.01.01.01 |
| Cash and Cash Equivalents |
| 69,735 |
| 122,109 |
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1.01.01.02 |
| Short-term Investments |
| 518,817 |
| 627,112 |
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1.01.02 |
| Credits |
| 1,360,880 |
| 1,407,065 |
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1.01.02.01 |
| Trade Accounts Receivable |
| 1,360,880 |
| 1,407,065 |
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1.01.02.02 |
| Other Credits |
| 0 |
| 0 |
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1.01.03 |
| Inventories |
| 1,299,037 |
| 1,331,243 |
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1.01.04 |
| Others |
| 867,782 |
| 747,034 |
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1.01.04.01 |
| Dividends and Interest on Shareholders’ Equity |
| 5 |
| 26 |
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1.01.04.02 |
| Recoverable Taxes |
| 497,791 |
| 479,749 |
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1.01.04.03 |
| Deferred Taxes |
| 73,325 |
| 2,500 |
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1.01.04.04 |
| Notes Receivable |
| 50,514 |
| 45,995 |
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1.01.04.05 |
| Others |
| 191,405 |
| 178,857 |
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1.01.04.06 |
| Prepaid Expenses |
| 54,742 |
| 39,907 |
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1.02 |
| Noncurrent Assets |
| 6,271,529 |
| 6,207,899 |
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1.02.01 |
| Noncurrent Assets |
| 484,226 |
| 546,253 |
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1.02.01.01 |
| Credits |
| 10,341 |
| 9,811 |
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1.02.01.01.01 |
| Trade Accounts Receivable |
| 10,341 |
| 9,811 |
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1.02.01.02 |
| Credits with Associates |
| 0 |
| 0 |
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1.02.01.02.01 |
| With Affiliates |
| 0 |
| 0 |
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1.02.01.02.02 |
| With Subsidiaries |
| 0 |
| 0 |
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1.02.01.02.03 |
| With Other Associates |
| 0 |
| 0 |
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1.02.01.03 |
| Others |
| 473,885 |
| 536,442 |
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1.02.01.03.01 |
| Long-term Cash Investments |
| 0 |
| 0 |
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1.02.01.03.02 |
| Recoverable Taxes |
| 132,569 |
| 138,765 |
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1.02.01.03.03 |
| Deferred Taxes |
| 208,381 |
| 289,274 |
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1.02.01.03.04 |
| Notes Receivable |
| 77,838 |
| 55,884 |
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1.02.01.03.05 |
| Legal Deposits |
| 24,741 |
| 24,474 |
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1.02.01.03.06 |
| Property for Sale |
| 5,598 |
| 5,208 |
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1.02.01.03.07 |
| Other Receivables |
| 23,722 |
| 21,665 |
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1.02.01.03.08 |
| Prepaid Expenses |
| 1,036 |
| 1,172 |
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1.02.02 |
| Permanent Assets |
| 5,787,303 |
| 5,661,646 |
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1.02.02.01 |
| Investments |
| 1,233,513 |
| 1,206,806 |
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1.02.02.01.01 |
| Equity in Affiliates |
| 247,942 |
| 242,161 |
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4
FEDERAL PUBLIC DEPARTMENT |
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BRAZILIAN SECURITIES COMMISSION – CVM |
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ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
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01.01 - IDENTIFICATION |
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1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
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01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
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4 - NIRE |
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35300149947 |
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1.02.02.01.02 |
| Equity in Affiliates – Goodwill |
| 0 |
| 0 |
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1.02.02.01.03 |
| Equity in Subsidiaries |
| 984,551 |
| 963,625 |
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1.02.02.01.04 |
| Equity in Subsidiaries – Goodwill |
| 0 |
| 0 |
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1.02.02.01.05 |
| Other Investments |
| 1,020 |
| 1,020 |
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1.02.02.02 |
| Fixed Assets |
| 2,882,411 |
| 2,775,184 |
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1.02.02.03 |
| Intangible |
| 1,520,488 |
| 1,520,488 |
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1.02.02.04 |
| Deferred |
| 150,891 |
| 159,168 |
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5
FEDERAL PUBLIC DEPARTMENT |
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BRAZILIAN SECURITIES COMMISSION – CVM |
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ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
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01.01 - IDENTIFICATION |
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1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
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01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
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4 - NIRE |
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35300149947 |
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02.02- BALANCE SHEET - LIABILITIES (in thousands of Brazilian Reais)
1 - Code |
| 2 – Description |
| 3- 06/30/2009 |
| 4- 03/31/2009 |
|
2 |
| Total Liabilities |
| 10,387,780 |
| 10,442,462 |
|
2.01 |
| Current Liabilities |
| 3,036,917 |
| 3,192,848 |
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2.01.01 |
| Short-term Debt |
| 1,669,787 |
| 1,753,635 |
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2.01.02 |
| Debentures |
| 4,178 |
| 4,186 |
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2.01.03 |
| Trade Accounts Payable |
| 949,323 |
| 908,772 |
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2.01.04 |
| Taxes, Charges and Contribution |
| 85,299 |
| 60,619 |
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2.01.04.01 |
| Tax Obligations |
| 54,186 |
| 29,974 |
|
2.01.04.02 |
| Social Contributions |
| 31,113 |
| 30,645 |
|
2.01.05 |
| Dividends Payable |
| 31 |
| 32 |
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2.01.06 |
| Provisions |
| 123,996 |
| 103,256 |
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2.01.06.01 |
| Provisions for Vacations & 13th Salary |
| 123,996 |
| 103,256 |
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2.01.07 |
| Debts with Associates |
| 2,151 |
| 2,062 |
|
2.01.08 |
| Others |
| 202,152 |
| 360,286 |
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2.01.08.01 |
| Payroll |
| 42,396 |
| 37,339 |
|
2.01.08.02 |
| Interest on Company Capital |
| 372 |
| 375 |
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2.01.08.03 |
| Management/Employees’ profit Sharing |
| 0 |
| 0 |
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2.01.08.04 |
| Deferred Taxes |
| 8,614 |
| 0 |
|
2.01.08.05 |
| Other Obligations |
| 150,770 |
| 322,572 |
|
2.02 |
| Long-term Liabilities |
| 3,332,342 |
| 3,358,685 |
|
2.02.01 |
| Long-term Liabilities |
| 3,332,342 |
| 3,358,685 |
|
2.02.01.01 |
| Long-term Debt |
| 3,113,092 |
| 3,105,507 |
|
2.02.01.02 |
| Debentures |
| 0 |
| 2,078 |
|
2.02.01.03 |
| Provisions |
| 159,989 |
| 184,816 |
|
2.02.01.03.01 |
| Provision for Contingencies |
| 159,989 |
| 184,816 |
|
2.02.01.04 |
| Debts with Associates |
| 0 |
| 0 |
|
2.02.01.05 |
| Advance for Future Capital Increase |
| 0 |
| 0 |
|
2.02.01.06 |
| Others |
| 59,261 |
| 66,284 |
|
2.02.01.06.01 |
| Taxes and social obligation |
| 9,820 |
| 10,395 |
|
2.02.01.06.02 |
| Deferred Taxes |
| 44,039 |
| 44,991 |
|
2.02.01.06.03 |
| Others |
| 5,402 |
| 10,898 |
|
2.03 |
| Deferred Income |
| 0 |
| 0 |
|
2.05 |
| Shareholders’ Equity |
| 4,018,521 |
| 3,890,929 |
|
2.05.01 |
| Paid-in Capital |
| 3,445,043 |
| 3,445,043 |
|
2.05.02 |
| Capital Reserves |
| 0 |
| 0 |
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2.05.03 |
| Revaluation Reserves |
| 0 |
| 0 |
|
2.05.03.01 |
| Owned Assets |
| 0 |
| 0 |
|
6
FEDERAL PUBLIC DEPARTMENT |
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BRAZILIAN SECURITIES COMMISSION – CVM |
|
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ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
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01.01 - IDENTIFICATION |
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1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
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01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
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4 - NIRE |
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35300149947 |
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2.05.03.02 |
| Subsidiaries/ Affiliates |
| 0 |
| 0 |
|
2.05.04 |
| Profit Reserves |
| 730,712 |
| 730,712 |
|
2.05.04.01 |
| Legal |
| 66,201 |
| 66,201 |
|
2.05.04.02 |
| Statutory |
| 0 |
| 0 |
|
2.05.04.03 |
| For Contingencies |
| 0 |
| 0 |
|
2.05.04.04 |
| Profits Realizable |
| 0 |
| 0 |
|
2.05.04.05 |
| Retained Earnings |
| 0 |
| 0 |
|
2.05.04.06 |
| Special for Non-distributed Dividends |
| 0 |
| 0 |
|
2.05.04.07 |
| Other Profit Reserves |
| 664,511 |
| 664,511 |
|
2.05.04.07.01 |
| Expansion Reserves |
| 505,070 |
| 505,070 |
|
2.05.04.07.02 |
| Increase Capital Reserves |
| 160,256 |
| 160,256 |
|
2.05.04.07.03 |
| Treasury Shares |
| (815 | ) | (815 | ) |
2.05.05 |
| Equity Valuation Adjustments |
| (39,816 | ) | (43,688 | ) |
2.05.05.01 |
| Securities Adjustments |
| 0 |
| 0 |
|
2.05.05.02 |
| Retained Adjustments of Conversion |
| (3,681 | ) | 0 |
|
2.05.05.03 |
| Business Combination Adjustments |
| (36,135 | ) | (43,688 | ) |
2.05.06 |
| Accumulated Earnings/ Losses |
| (117,418 | ) | (241,138 | ) |
2.05.07 |
| Advance for Future Capital Increase |
| 0 |
| 0 |
|
7
FEDERAL PUBLIC DEPARTMENT |
|
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BRAZILIAN SECURITIES COMMISSION – CVM |
|
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ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
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01.01 - IDENTIFICATION |
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1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
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01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
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4 - NIRE |
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35300149947 |
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03.01 - - STATEMENT OF INCOME (in thousands of Brazilian Reais)
1-Code |
| 2-Description |
| 3- 04/01/2009 |
| 4- 01/01/2009 to |
| 5- 04/01/2008 to |
| 6- 01/01/2008 to |
|
3.01 |
| Gross Sales |
| 2,791,262 |
| 4,374,936 |
| 501,137 |
| 501,137 |
|
3.01.01 |
| Domestic Market |
| 1,857,207 |
| 2,914,899 |
| 341,774 |
| 341,774 |
|
3.01.02 |
| Exports |
| 934,055 |
| 1,460,037 |
| 159,363 |
| 159,363 |
|
3.02 |
| Sales Deductions |
| (388,674 | ) | (613,172 | ) | (58,669 | ) | (58,669 | ) |
3.03 |
| Net Sales |
| 2,402,588 |
| 3,761,764 |
| 442,468 |
| 442,468 |
|
3.04 |
| Cost of Sales |
| (2,041,083 | ) | (3,120,804 | ) | (372,506 | ) | (372,506 | ) |
3.05 |
| Gross Profit |
| 361,505 |
| 640,960 |
| 69,962 |
| 69,962 |
|
3.06 |
| Operating Income/Expenses |
| (207,128 | ) | (738,480 | ) | (16,167 | ) | 38,820 |
|
3.06.01 |
| Selling Expenses |
| (423,568 | ) | (621,190 | ) | (50,734 | ) | (50,734 | ) |
3.06.02 |
| General and Administrative |
| (36,430 | ) | (60,254 | ) | (4,077 | ) | (5,938 | ) |
3.06.02.01 |
| Administrative |
| (32,296 | ) | (53,735 | ) | (2,545 | ) | (3,372 | ) |
3.06.02.02 |
| Management Compensation |
| (4,134 | ) | (6,519 | ) | (1,532 | ) | (2,566 | ) |
3.06.03 |
| Financial |
| 238,092 |
| 233,670 |
| 29,837 |
| 43,249 |
|
3.06.03.01 |
| Financial Income |
| (76,085 | ) | (106,873 | ) | 53,450 |
| 66,678 |
|
3.06.03.02 |
| Financial Expenses |
| 314,177 |
| 340,543 |
| (23,613 | ) | (23,429 | ) |
3.06.04 |
| Other Operating Income |
| 37,050 |
| 118,981 |
| 1,663 |
| 1,663 |
|
3.06.05 |
| Other Operating Expenses |
| (47,308 | ) | (151,215 | ) | (22,753 | ) | (22,753 | ) |
3.06.06 |
| Equity Pick-up |
| 25,036 |
| (258,472 | ) | 29,897 |
| 73,333 |
|
3.07 |
| Operating Income |
| 154,377 |
| (97,520 | ) | 53,795 |
| 108,782 |
|
8
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
3.08 |
| Non-operating Income |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.08.01 |
| Income |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.08.02 |
| Expenses |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.09 |
| Income Before Tax And Profit Sharing |
| 154,377 |
| (97,520 | ) | 53,795 |
| 108,782 |
|
3.10 |
| Provision for Income Tax And Social Contribution |
| 47,708 |
| (18,232 | ) | (15,955 | ) | (18,744 | ) |
3.11 |
| Deferred Income Tax |
| (78,365 | ) | (1,666 | ) | 33,332 |
| 32,149 |
|
3.12 |
| Statutory Participations / Contributions |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.12.01 |
| Profit Sharing |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.12.02 |
| Contribution |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.13 |
| Reversion Of Interest Over Company Capital |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.15 |
| Net Income In Fiscal Year |
| 123,720 |
| (117,418 | ) | 71,172 |
| 122,187 |
|
|
| Number of Shares (Ex-treasury) |
| 206,527,618 |
| 206,527,618 |
| 206,527,618 |
| 206,527,618 |
|
|
| Earnings Per Share |
| 0,59905 |
| 0 |
| 0,34461 |
| 0,59163 |
|
|
| Loss Per Share |
| 0 |
| (0,56853 | ) | 0 |
| 0 |
|
9
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
04.01 - - STATEMENT OF CASH FLOWS (in thousands of Brazilian Reais)
1-Code |
| 2-Description |
| 3- 04/01/2009 to |
| 4- 01/01/2009 to |
| 5- 04/01/2008 to |
| 6- 01/01/2008 to |
|
4.01 |
| Net Cash Provided by (Used in) Operating Activities |
| (342,516 | ) | (82,359 | ) | 313,676 |
| 231,086 |
|
4.01.01 |
| Net Income for the Year |
| 123,720 |
| (117,418 | ) | 71,172 |
| 122,187 |
|
4.01.02 |
| Changes in Operating Assets and Liabilities |
| 48,015 |
| 169,480 |
| 193,399 |
| 112,928 |
|
4.01.02.01 |
| Trade Accounts Receivable |
| 162,302 |
| 586,305 |
| (44,337 | ) | (44,337 | ) |
4.01.02.02 |
| Inventories |
| 38,862 |
| 81,175 |
| 14,680 |
| 14,680 |
|
4.01.02.03 |
| Trade Accounts Payable |
| 39,809 |
| (63,061 | ) | 15,014 |
| 13,002 |
|
4.01.02.04 |
| Contingencies |
| (5,520 | ) | (8,394 | ) | (1,056 | ) | (1,056 | ) |
4.01.02.05 |
| Payroll and Related Charges Payable |
| (187,438 | ) | (426,545 | ) | 209,098 |
| 130,639 |
|
4.01.03 |
| Others |
| (514,251 | ) | (134,421 | ) | 49,105 |
| (4,029 | ) |
4.01.03.01 |
| Minority Shareholders |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.01.03.02 |
| Depreciation, Amortization and Depletion |
| 109,826 |
| 163,431 |
| 11,173 |
| 11,173 |
|
4.01.03.03 |
| Amortization of Goodwill |
| 0 |
| 0 |
| 22,552 |
| 22,552 |
|
4.01.03.04 |
| Gain on Permanent Asset Disposals |
| 1,699 |
| 66,084 |
| 100,863 |
| 100,863 |
|
4.01.03.05 |
| Deferred Income Tax |
| 13,616 |
| (1,402 | ) | (22,028 | ) | (20,845 | ) |
4.01.03.06 |
| Provision / Reversal for Contingencies |
| (23,617 | ) | (16,241 | ) | 298 |
| 298 |
|
4.01.03.07 |
| Other Provisions |
| (7,346 | ) | 49,582 |
| (4,164 | ) | (4,164 | ) |
4.01.03.08 |
| Exchange Variations and Interest |
| (583,393 | ) | (654,347 | ) | (33,215 | ) | (44,096 | ) |
4.01.03.09 |
| Summer Plan Effects |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.01.03.10 |
| Equity Pick-Up |
| (25,036 | ) | 258,472 |
| (26,374 | ) | (69,810 | ) |
10
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
4.02 |
| Net Cash (Used in) Provided by Investing Activities |
| (94,141 | ) | (325,068 | ) | (347,637 | ) | (833,991 | ) |
4.02.01 |
| Cash Investments |
| (434,410 | ) | (741,897 | ) | (161,471 | ) | (194,759 | ) |
4.02.02 |
| Redemption of Cash Investments |
| 554,112 |
| 653,634 |
| 241,958 |
| 686,775 |
|
4.02.03 |
| Additions to Property, Plant and Equipment |
| (170,399 | ) | (247,355 | ) | (9,895 | ) | (9,895 | ) |
4.02.04 |
| Acquisitions / Formation Period of Breeding Stock |
| (46,213 | ) | (68,074 | ) | (8,132 | ) | (8,132 | ) |
4.02.05 |
| Disposal of Fixed Assets |
| 8,550 |
| 9,136 |
| 0 |
| 0 |
|
4.02.06 |
| Business Acquisition, Net |
| 0 |
| 0 |
| 19,479 |
| (748,142 | ) |
4.02.07 |
| Additions to Deferred Charges |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.02.08 |
| Other Investments, Net |
| 0 |
| 0 |
| (99,003 | ) | (199,765 | ) |
4.02.09 |
| Advance for Future Capital Increase |
| (5,781 | ) | (5,736 | ) | (330,573 | ) | (368,076 | ) |
4.02.10 |
| Interest on Shareholders’ Equity Received |
| 0 |
| 0 |
| 0 |
| 8,003 |
|
4.02.11 |
| Goodwill on Acquisition of Companies |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.02.12 |
| Cash of Merged Company |
| 0 |
| 75,224 |
| 0 |
| 0 |
|
4.03 |
| Net Cash (Used in) Provided by Financing Activities |
| 389,273 |
| 452,867 |
| 84,992 |
| 55,781 |
|
4.03.01 |
| Debt Issuance |
| 1,118,688 |
| 1,511,395 |
| 207,831 |
| 207,831 |
|
4.03.02 |
| Repayment of Debt (Principal and Interest) |
| (729,415 | ) | (1,033,745 | ) | (46,424 | ) | (46,424 | ) |
4.03.03 |
| Capital Increase |
| 0 |
| 0 |
| 0 |
| 33,489 |
|
4.03.04 |
| Dividends and Interest on Shareholders’ Equity Paid |
| 0 |
| (24,783 | ) | (76,415 | ) | (139,115 | ) |
4.03.05 |
| Capital Distribution to Minority Shareholders |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.04 |
| Exchange Variation on Cash and Cash Equivalents |
| (4,990 | ) | (5,293 | ) | 0 |
| 0 |
|
4.05 |
| Net (Decrease) Increase in Cash |
| (52,374 | ) | 40,147 |
| 51,031 |
| (547,124 | ) |
4.05.01 |
| At the Beginning of the Year |
| 122,109 |
| 29,588 |
| 48,389 |
| 646,544 |
|
11
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
4.05.02 |
| At the End of the Year |
| 69,735 |
| 69,735 |
| 99,420 |
| 99,420 |
|
12
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
05.01 - - STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE PERIOD FROM 04/01/2009 TO 06/30/2009 (in thousands of Brazilian Reais)
1-Code |
| 2-Description |
| 3- Capital |
| 4- Capital |
| 5- Revaluation |
| 6- Profit |
| 7- Accumulated |
| 8- Equity |
| 9- Total |
|
5.01 |
| Initial Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (241,138 | ) | (43,688 | ) | (3,890,929 | ) |
5.02 |
| Adjustments in Past Fiscal Years |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.03 |
| Adjustments Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (241,138 | ) | (43,688 | ) | 3,890,929 |
|
5.04 |
| Profit/Loss In Fiscal Year |
| 0 |
| 0 |
| 0 |
| 0 |
| 123,720 |
| 0 |
| 123,720 |
|
5.05 |
| Allocation of income |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.01 |
| Dividends |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.02 |
| Interest over Company Capital |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.03 |
| Others Destinations |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.06 |
| Realization of Earnings Reserve |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.07 |
| Equity Valuation Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 3,872 |
| 3,872 |
|
5.07.01 |
| Securities Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.07.02 |
| Retained Adjustments of Conversion |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| (3,681 | ) | (3,681 | ) |
5.07.03 |
| Business Combination Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 7,553 |
| 7,553 |
|
5.08 |
| Increase (Decrease) in Capital Stock |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.09 |
| Capital Reserve Constituition/Realization |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.10 |
| Treasury Shares |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.11 |
| Other Transactions of Capital |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.12 |
| Others |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
13
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
5.13 |
| Final Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (117,418 | ) | (39,816 | ) | 4,018,521 |
|
14
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
05.02 - STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE PERIOD FROM 01/01/2009 TO 06/30/2009 (in thousands of Brazilian Reais)
1-Code |
| 2-Description |
| 3- Capital |
| 4- Capital |
| 5- Revaluation |
| 6- Profit |
| 7- Accumulated |
| 8- Equity |
| 9- Total |
|
5.01 |
| Initial Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| 0 |
| (38,129 | ) | 4,137,626 |
|
5.02 |
| Adjustments in past fiscal years |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.03 |
| Adjustments Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| 0 |
| (38,129 | ) | 4,137,626 |
|
5.04 |
| Profit/Loss in Fiscal Year |
| 0 |
| 0 |
| 0 |
| 0 |
| (117,418 | ) | 0 |
| (117,418 | ) |
5.05 |
| Allocation of Income |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.01 |
| Dividends |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.02 |
| Interest over Company Capital |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.03 |
| Others Destinations |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.06 |
| Realization of Earnings Reserve |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.07 |
| Equity Valuation Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| (1,687 | ) | (1,687 | ) |
5.07.01 |
| Securities Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.07.02 |
| Retained Adjustments of Conversion |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| (3,681 | ) | (3,681 | ) |
5.07.03 |
| Business Combination Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 1,994 |
| 1,994 |
|
5.08 |
| Increase (Decrease) in Capital Stock |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.09 |
| Capital Reserve Constituition /Realization |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.10 |
| Treasury Shares |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.11 |
| Other Transactions of Capital |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.12 |
| Others |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
15
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
5.13 |
| Final Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (117,418 | ) | (39,816 | ) | 4,018,521 |
|
16
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
08.01- BALANCE SHEET – ASSETS – CONSOLIDATED (in thousands of Brazilian Reais)
1 - Code |
| 2 - Description |
| 3- 06/30/2009 |
| 4- 03/31/2009 |
|
1 |
| Total Assets |
| 10,407,220 |
| 10,892,799 |
|
1.01 |
| Current Assets |
| 5,138,908 |
| 5,658,990 |
|
1.01.01 |
| Cash, Banks and Investments |
| 1,432,715 |
| 1,803,166 |
|
1.01.01.01 |
| Cash and Cash Equivalents |
| 819,841 |
| 1,070,409 |
|
1.01.01.02 |
| Short term Investments |
| 612,874 |
| 732,757 |
|
1.01.02 |
| Credits |
| 1,144,056 |
| 1,315,340 |
|
1.01.02.01 |
| Trade Accounts Receivable |
| 1,144,056 |
| 1,315,340 |
|
1.01.02.02 |
| Other credits |
| 0 |
| 0 |
|
1.01.03 |
| Inventories |
| 1,531,254 |
| 1,604,062 |
|
1.01.04 |
| Others |
| 1,030,883 |
| 936,422 |
|
1.01.04.01 |
| Recoverable Taxes |
| 611,836 |
| 598,544 |
|
1.01.04.02 |
| Deferred Taxes |
| 79,715 |
| 10,555 |
|
1.01.04.03 |
| Notes Receivable |
| 50,219 |
| 45,738 |
|
1.01.04.04 |
| Others |
| 210,719 |
| 214,636 |
|
1.01.04.05 |
| Prepaid Expenses |
| 78,394 |
| 66,949 |
|
1.02 |
| Noncurrent Assets |
| 5,268,312 |
| 5,233,809 |
|
1.02.01 |
| Noncurrent Assets |
| 565,787 |
| 625,226 |
|
1.02.01.01 |
| Credits |
| 11,019 |
| 10,257 |
|
1.02.01.01.01 |
| Trade Accounts Receivable |
| 11,019 |
| 10,257 |
|
1.02.01.02 |
| Credits with Associates |
| 0 |
| 0 |
|
1.02.01.02.01 |
| With Affiliates |
| 0 |
| 0 |
|
1.02.01.02.02 |
| With Subsidiaries |
| 0 |
| 0 |
|
1.02.01.02.03 |
| With Other Associates |
| 0 |
| 0 |
|
1.02.01.03 |
| Others |
| 554,768 |
| 614,969 |
|
1.02.01.03.01 |
| Long-term Cash Investments |
| 0 |
| 0 |
|
1.02.01.03.02 |
| Taxes Receivable |
| 165,130 |
| 164,081 |
|
1.02.01.03.03 |
| Deferred Taxes |
| 249,678 |
| 335,488 |
|
1.02.01.03.04 |
| Notes Receivable |
| 77,838 |
| 55,884 |
|
1.02.01.03.05 |
| Legal Deposits |
| 26,463 |
| 26,116 |
|
1.02.01.03.06 |
| Property for Sale |
| 5,598 |
| 5,208 |
|
1.02.01.03.07 |
| Others |
| 28,819 |
| 26,789 |
|
1.02.01.03.08 |
| Prepaid Expenses |
| 1,242 |
| 1,403 |
|
1.02.02 |
| Permanent Assets |
| 4,702,525 |
| 4,608,583 |
|
1.02.02.01 |
| Investments |
| 1,028 |
| 1,028 |
|
1.02.02.01.01 |
| Equity in Affiliates |
| 0 |
| 0 |
|
1.02.02.01.02 |
| Equity in Subsidiaries |
| 0 |
| 0 |
|
1.02.02.01.03 |
| Other Investments |
| 1,028 |
| 1,028 |
|
1.02.02.02 |
| Fixed Assets |
| 3,004,861 |
| 2,899,278 |
|
1.02.02.03 |
| Intangible |
| 1,542,471 |
| 1,544,685 |
|
1.02.02.04 |
| Deferred Charges |
| 154,165 |
| 163,592 |
|
17
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
08.02- BALANCE SHEET – LIABILITIES – CONSOLIDATED (in thousands of Brazilian Reais)
1 - Code |
| 2 - Description |
| 3- 06/30/2009 |
| 4- 03/31/2009 |
|
2 |
| Total Liabilities |
| 10,407,220 |
| 10,892,799 |
|
2.01 |
| Current Liabilities |
| 2,989,317 |
| 3,121,963 |
|
2.01.01 |
| Short-term Debt |
| 1,562,959 |
| 1,799,594 |
|
2.01.02 |
| Debentures |
| 4,178 |
| 4,186 |
|
2.01.03 |
| Suppliers |
| 1,062,923 |
| 1,018,250 |
|
2.01.04 |
| Taxes and Contribution |
| 103,016 |
| 71,525 |
|
2.01.04.01 |
| Tax Obligations |
| 69,832 |
| 38,658 |
|
2.01.04.02 |
| Social Contributions |
| 33,184 |
| 32,867 |
|
2.01.05 |
| Dividends Payable |
| 31 |
| 32 |
|
2.01.06 |
| Provisions |
| 128,605 |
| 107,500 |
|
2.01.06.01 |
| Provisions for Vacations & 13th Salaries |
| 128,605 |
| 107,500 |
|
2.01.07 |
| Debts with Associates |
| 0 |
| 0 |
|
2.01.08 |
| Others |
| 127,605 |
| 120,876 |
|
2.01.08.01 |
| Payroll |
| 43,656 |
| 38,599 |
|
2.01.08.02 |
| Interest Over Company Capital |
| 372 |
| 354 |
|
2.01.08.03 |
| Management/Employees’ Profit Sharing |
| 0 |
| 0 |
|
2.01.08.04 |
| Deferred Taxes |
| 8,614 |
| 0 |
|
2.01.08.05 |
| Other Obligations |
| 74,963 |
| 81,923 |
|
2.02 |
| Noncurrent Liabilities |
| 3,404,587 |
| 3,890,924 |
|
2.02.01 |
| Noncurrent Liabilities |
| 3,404,587 |
| 3,890,924 |
|
2.02.01.01 |
| Long-term Debt |
| 3,145,391 |
| 3,599,737 |
|
2.02.01.02 |
| Debentures |
| 0 |
| 2,078 |
|
2.02.01.03 |
| Provisions |
| 162,489 |
| 187,327 |
|
2.02.01.03.01 |
| Provisions for Contingencies |
| 162,489 |
| 187,327 |
|
2.02.01.04 |
| Debts with Associates |
| 0 |
| 0 |
|
2.02.01.05 |
| Advance for Future Capital Increase |
| 0 |
| 0 |
|
2.02.01.06 |
| Others |
| 96,707 |
| 101,782 |
|
2.02.01.06.01 |
| Taxes and Social Obligations |
| 10,958 |
| 11,678 |
|
2.02.01.06.02 |
| Deferred Taxes |
| 64,026 |
| 63,973 |
|
2.02.01.06.03 |
| Other Liabilities |
| 21,723 |
| 26,131 |
|
2.03 |
| Deferred Income |
| 0 |
| 0 |
|
2.04 |
| Minority Interest |
| 1,044 |
| 819 |
|
2.05 |
| Shareholders’ Equity |
| 4,012,272 |
| 3,879,093 |
|
2.05.01 |
| Paid-in Capital |
| 3,445,043 |
| 3,445,043 |
|
2.05.02 |
| Capital Reserves |
| 0 |
| 0 |
|
18
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
2.05.03 |
| Revaluation Reserve |
| 0 |
| 0 |
|
2.05.03.01 |
| Owned Assets |
| 0 |
| 0 |
|
2.05.03.02 |
| Subsidiaries/ Affiliates |
| 0 |
| 0 |
|
2.05.04 |
| Profit Reserves |
| 724,463 |
| 718,876 |
|
2.05.04.01 |
| Legal |
| 66,201 |
| 66,201 |
|
2.05.04.02 |
| Statutory |
| 0 |
| 0 |
|
2.05.04.03 |
| For Contingencies |
| 0 |
| 0 |
|
2.05.04.04 |
| Profits Realizable |
| 0 |
| 0 |
|
2.05.04.05 |
| Retained Earnings |
| 0 |
| 0 |
|
2.05.04.06 |
| Special for Non-distributed Dividends |
| 0 |
| 0 |
|
2.05.04.07 |
| Other Profit Reserves |
| 658,262 |
| 652,675 |
|
2.05.04.07.01 |
| Expansion Reserves |
| 505,070 |
| 505,070 |
|
2.05.04.07.02 |
| Increase Capital Reserves |
| 160,256 |
| 160,256 |
|
2.05.04.07.03 |
| Treasury Shares |
| (815 | ) | (815 | ) |
2.05.04.07.04 |
| Unrealized Profit |
| (6,249 | ) | (11,836 | ) |
2.05.05 |
| Equity Valuation Adjustments |
| (39,816 | ) | (43,688 | ) |
2.05.05.01 |
| Securities Adjustments |
| 0 |
| 0 |
|
2.05.05.02 |
| Retained Adjustments of Conversion |
| (3,681 | ) | 0 |
|
2.05.05.03 |
| Business Combination Adjustments |
| (36,135 | ) | (43,688 | ) |
2.05.06 |
| Accumulated Earnings/ Losses |
| (117,418 | ) | (241,138 | ) |
2.05.07 |
| Advance for Future Capital Increase |
| 0 |
| 0 |
|
19
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
09.01 - - STATEMENT OF INCOME – CONSOLIDATED (in thousands of Brazilian Reais)
1-Code |
| 2-Description |
| 3- 04/01/2009 to |
| 4- 01/01/2009 to |
| 5- 04/01/2008 to |
| 6- 01/01/2008 to |
|
3.01 |
| Gross Sales |
| 3,124,095 |
| 6,159,558 |
| 3,251,026 |
| 6,097,725 |
|
3.01.01 |
| Domestic Market |
| 1,917,436 |
| 3,804,588 |
| 1,992,463 |
| 3,735,157 |
|
3.01.02 |
| Exports |
| 1,206,659 |
| 2,354,970 |
| 1,258,563 |
| 2,362,568 |
|
3.02 |
| Sales Deductions |
| (421,114 | ) | (853,528 | ) | (418,268 | ) | (803,218 | ) |
3.03 |
| Net Sales |
| 2,702,981 |
| 5,306,030 |
| 2,832,758 |
| 5,294,507 |
|
3.04 |
| Cost of Sales |
| (2,110,170 | ) | (4,178,165 | ) | (2,208,194 | ) | (4,133,495 | ) |
3.05 |
| Gross Profit |
| 592,811 |
| 1,127,865 |
| 624,564 |
| 1,161,012 |
|
3.06 |
| Operating Income/Expenses |
| (425,817 | ) | (1,078,406 | ) | (508,885 | ) | (1,004,781 | ) |
3.06.01 |
| Selling Expenses |
| (543,892 | ) | (1,032,384 | ) | (453,562 | ) | (854,667 | ) |
3.06.02 |
| General and Administrative |
| (37,236 | ) | (79,701 | ) | (36,323 | ) | (80,672 | ) |
3.06.02.01 |
| Administrative |
| (33,102 | ) | (70,323 | ) | (31,670 | ) | (72,399 | ) |
3.06.02.02 |
| Management Fees |
| (4,134 | ) | (9,378 | ) | (4,653 | ) | (8,273 | ) |
3.06.03 |
| Financial |
| 167,564 |
| 67,248 |
| 32,034 |
| (2,495 | ) |
3.06.03.01 |
| Financial Income |
| (156,942 | ) | (154,900 | ) | 20,775 |
| 117,447 |
|
3.06.03.02 |
| Financial Expenses |
| 324,506 |
| 222,148 |
| 11,259 |
| (119,942 | ) |
3.06.04 |
| Other Operating Income |
| 35,832 |
| 135,657 |
| 11,451 |
| 25,435 |
|
3.06.05 |
| Other Operating Expenses |
| (48,085 | ) | (169,226 | ) | (62,485 | ) | (92,382 | ) |
3.06.06 |
| Equity Pick-up |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.07 |
| Operating Income |
| 166,994 |
| 49,459 |
| 115,679 |
| 156,231 |
|
20
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
3.08 |
| Non-operating Income |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.08.01 |
| Income |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.08.02 |
| Expenses |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.09 |
| Income Before Tax And Profit Sharing |
| 166,994 |
| 49,459 |
| 115,679 |
| 156,231 |
|
3.10 |
| Current Income Tax and Social Contribution |
| (12,278 | ) | (20,924 | ) | (34,859 | ) | (49,544 | ) |
3.11 |
| Deferred Income Tax and Social Contribution |
| (25,317 | ) | (124,951 | ) | (1,654 | ) | 28,049 |
|
3.12 |
| Statutory Participations / Contributions |
| 0 |
| 0 |
| (3,162 | ) | (7,614 | ) |
3.12.01 |
| Profit Sharing |
| 0 |
| 0 |
| (3,162 | ) | (7,614 | ) |
3.12.01.01 |
| Employees’ Profit Sharing |
| 0 |
| 0 |
| (2,316 | ) | (5,922 | ) |
3.12.01.02 |
| Management Profit Sharing |
| 0 |
| 0 |
| (846 | ) | (1,692 | ) |
3.12.02 |
| Contribution |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.13 |
| Reversion of Interest over Company Capital |
| 0 |
| 0 |
| 0 |
| 0 |
|
3.14 |
| Minority Interest |
| (92 | ) | (243 | ) | (129 | ) | (238 | ) |
3.15 |
| Net Income in Fiscal Year |
| 129,307 |
| (96,659 | ) | 75,875 |
| 126,884 |
|
|
| Number of Shares (Ex-treasury) |
| 206,527,618 |
| 206,527,618 |
| 206,527,618 |
| 206,527,618 |
|
|
| Earnings per Share |
| 0,62610 |
| 0 |
| 0,36738 |
| 0,61437 |
|
|
| Loss per Share |
| 0 |
| (0,46802 | ) | 0 |
| 0 |
|
21
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
10.01 - - STATEMENT OF CASH FLOWS – CONSOLIDATED (in thousands of Brazilian Reais)
1-Code |
| 2-Description |
| 3- 04/01/2009 to |
| 4- 01/01/2009 to |
| 5- 04/01/2008 to |
| 6- 01/01/2008 to |
|
4.01 |
| Net Cash Provided by (Used in) Operating Activities |
| 96,778 |
| 76,200 |
| (66,691 | ) | (282,535 | ) |
4.01.01 |
| Net Income for the Year |
| 129,307 |
| (96,659 | ) | 75,875 |
| 126,884 |
|
4.01.02 |
| Changes in Operating Assets and Liabilities |
| 327,084 |
| 188,244 |
| (231,562 | ) | (630,978 | ) |
4.01.02.01 |
| Trade Accounts Receivable |
| 207,140 |
| 219,270 |
| (194,966 | ) | (165,990 | ) |
4.01.02.02 |
| Inventories |
| 84,516 |
| 172,165 |
| (55,565 | ) | (274,180 | ) |
4.01.02.03 |
| Trade Accounts Payable |
| 43,685 |
| (16,343 | ) | 119,023 |
| 38,978 |
|
4.01.02.04 |
| Contingencies |
| (5,524 | ) | (8,662 | ) | (9,655 | ) | (12,632 | ) |
4.01.02.05 |
| Payroll and Related Charges Payable |
| (2,733 | ) | (178,186 | ) | (90,399 | ) | (217,154 | ) |
4.01.03 |
| Others |
| (359,613 | ) | (15,385 | ) | 88,996 |
| 221,559 |
|
4.01.03.01 |
| Minority Shareholders |
| 92 |
| 243 |
| 115 |
| 224 |
|
4.01.03.02 |
| Depreciation, Amortization and Depletion |
| 115,685 |
| 235,473 |
| 101,862 |
| 195,145 |
|
4.01.03.03 |
| Amortization of Goodwill |
| 0 |
| 0 |
| 37,863 |
| 52,366 |
|
4.01.03.04 |
| Gain on Permanent Asset Disposals |
| 1,495 |
| 50,144 |
| 21,453 |
| 34,762 |
|
4.01.03.05 |
| Deferred Income Tax |
| 21,203 |
| 122,960 |
| 6,299 |
| (20,461 | ) |
4.01.03.06 |
| Provision/Reversal for Contingencies |
| (23,674 | ) | (22,976 | ) | (184 | ) | (62 | ) |
4.01.03.07 |
| Other Provisions |
| (10,073 | ) | (941 | ) | (194 | ) | 8,968 |
|
4.01.03.08 |
| Exchange Variations and Interest |
| (464,341 | ) | (400,288 | ) | (78,218 | ) | (49,383 | ) |
4.01.03.09 |
| Summer Plan Effects |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.01.03.10 |
| Equity Pick-Up |
| 0 |
| 0 |
| 0 |
| 0 |
|
22
FEDERAL PUBLIC DEPARTMENT |
|
| ||||
BRAZILIAN SECURITIES COMMISSION – CVM |
|
| ||||
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW | ||||
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
|
| ||||
|
|
| ||||
01.01 - IDENTIFICATION |
|
| ||||
|
|
|
|
| ||
1 - CVM CODE |
| 2 - COMPANY NAME |
| 3 - GENERAL TAXPAYERS’ REGISTER | ||
|
|
|
|
| ||
01629-2 |
| BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 | ||
|
|
|
|
| ||
4 - NIRE |
|
|
|
| ||
|
|
|
|
| ||
35300149947 |
|
|
|
| ||
4.02 |
| Net Cash (Used in) Provided by Investing Activities |
| (96,839 | ) | (223,445 | ) | (127,627 | ) | (813,055 | ) |
4.02.01 |
| Cash Investments |
| (514,935 | ) | (1,064,113 | ) | (519,657 | ) | (957,928 | ) |
4.02.02 |
| Redemption of Cash Investments |
| 634,427 |
| 1,206,347 |
| 685,315 |
| 1,388,481 |
|
4.02.03 |
| Additions to Property, Plant and Equipment |
| (175,825 | ) | (296,348 | ) | (175,764 | ) | (318,937 | ) |
4.02.04 |
| Acquisitions/Formation Period of breeding Stock |
| (47,757 | ) | (94,000 | ) | (54,482 | ) | (102,948 | ) |
4.02.05 |
| Disposal of Fixed Assets |
| 7,251 |
| 24,669 |
| 1,451 |
| 8,101 |
|
4.02.06 |
| Business Acquisition, Net |
| 0 |
| 0 |
| (45,329 | ) | (795,480 | ) |
4.02.07 |
| Additions to Deferred Charges |
| 0 |
| 0 |
| (19,161 | ) | (34,344 | ) |
4.02.08 |
| Other Investments, Net |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.02.09 |
| Advance for Future Capital Increase |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.02.10 |
| Interest on Shareholders’ Equity Received |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.02.11 |
| Goodwill on Acquisition of Companies |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.03 |
| Net Cash (Used in) Provided by Financing Activities |
| (165,344 | ) | (177,831 | ) | 334,593 |
| 562,154 |
|
4.03.01 |
| Debt Issuance |
| 639,070 |
| 1,142,179 |
| 881,740 |
| 1,583,054 |
|
4.03.02 |
| Repayment of Debt (Principal and Interest) |
| (804,414 | ) | (1,295,227 | ) | (547,147 | ) | (991,689 | ) |
4.03.03 |
| Capital Increase |
| 0 |
| 0 |
| 0 |
| 33,489 |
|
4.03.04 |
| Dividends and Interest on Shareholders’ Equity Paid |
| 0 |
| (24,783 | ) | 0 |
| (62,700 | ) |
4.03.05 |
| Capital Distribution to Minority Shareholders |
| 0 |
| 0 |
| 0 |
| 0 |
|
4.04 |
| Exchange Variation on Cash and Cash Equivalents |
| (85,163 | ) | (88,538 | ) | (18,141 | ) | (20,974 | ) |
4.05 |
| Net (Decrease) Increase in Cash |
| (250,568 | ) | (413,614 | ) | 122,134 |
| (554,410 | ) |
4.05.01 |
| At the Beginning of the Year |
| 1,070,409 |
| 1,233,455 |
| 431,484 |
| 1,108,028 |
|
4.05.02 |
| At the End of the Year |
| 819,841 |
| 819,841 |
| 553,618 |
| 553,618 |
|
23
FEDERAL PUBLIC DEPARTMENT | ||
BRAZILIAN SECURITIES COMMISSION – CVM | ||
ITR – Quarterly Information | June 30, 2009 | CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
01.01 - IDENTIFICATION
1 - CVM CODE | 2 - COMPANY NAME | 3 - GENERAL TAXPAYERS’ REGISTER |
|
|
|
01629-2 | BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
|
4 - NIRE |
|
|
|
|
|
35300149947 |
|
|
11.01 - - STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY CONSOLIDATED FOR THE PERIOD FROM 04/01/2009 TO 06/30/2009 (in thousands of Brazilian Reais)
1-Code |
| 2-Description |
| 3- Capital |
| 4- Capital |
| 5- Revaluation |
| 6- Profit |
| 7- Accumulated |
| 8- Equity |
| 9- Total |
|
5.01 |
| Initial Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (252,974 | ) | (43,688 | ) | 3,879,093 |
|
5.02 |
| Adjustments in Past Fiscal Years |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.03 |
| Adjustments Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (252,974 | ) | (43,688 | ) | 3,879,093 |
|
5.04 |
| Profit/Loss In Fiscal Year |
| 0 |
| 0 |
| 0 |
| 0 |
| 129,307 |
| 0 |
| 129,307 |
|
5.05 |
| Allocation of Income |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.01 |
| Dividends |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.02 |
| Interest over Company Capital |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.03 |
| Others Destinations |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.06 |
| Realization of Earnings Reserve |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.07 |
| Equity Valuation Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 3,872 |
| 3,872 |
|
5.07.01 |
| Securities Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.07.02 |
| Retained Adjustments of Conversion |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| (3,681 | ) | (3,681 | ) |
5.07.03 |
| Business Combination Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 7,553 |
| 7,553 |
|
5.08 |
| Increase (Decrease) in Capital Stock |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.09 |
| Capital Reserve Constituition /Realization |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.10 |
| Treasury Shares |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.11 |
| Other Transactions of Capital |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.12 |
| Others |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
24
FEDERAL PUBLIC DEPARTMENT | ||
BRAZILIAN SECURITIES COMMISSION – CVM | ||
ITR – Quarterly Information | June 30, 2009 | CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
01.01 - IDENTIFICATION
1 - CVM CODE | 2 - COMPANY NAME | 3 - GENERAL TAXPAYERS’ REGISTER |
|
|
|
01629-2 | BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
|
4 - NIRE |
|
|
|
|
|
35300149947 |
|
|
5.13 |
| Final Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (123,667 | ) | (39,816 | ) | 4,012,272 |
|
25
FEDERAL PUBLIC DEPARTMENT | ||
BRAZILIAN SECURITIES COMMISSION – CVM | ||
ITR – Quarterly Information | June 30, 2009 | CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
01.01 - IDENTIFICATION
1 - CVM CODE | 2 - COMPANY NAME | 3 - GENERAL TAXPAYERS’ REGISTER |
|
|
|
01629-2 | BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
|
4 - NIRE |
|
|
|
|
|
35300149947 |
|
|
11.02 - STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY CONSOLIDATED FOR THE PERIOD FROM 01/01/2009 TO 06/30/2009 (in thousands of Brazilian Reais)
1-Code |
| 2-Description |
| 3- Capital Stock |
| 4- Capital Reserves |
| 5- Revaluation Reserves |
| 6- Profit Reserves |
| 7- Accumulated Earnings/Losses |
| 8- Equity Valuation Adjustments |
| 9- Total |
|
5.01 |
| Initial Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (27,008 | ) | (38,129 | ) | 4,110,618 |
|
5.02 |
| Adjustments in Past Fiscal Years |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.03 |
| Adjustments Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (27,008 | ) | (38,129 | ) | 4,110,618 |
|
5.04 |
| Profit/Loss in Fiscal Year |
| 0 |
| 0 |
| 0 |
| 0 |
| (96,659 | ) | 0 |
| (96,659 | ) |
5.05 |
| Allocation of Income |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.01 |
| Dividends |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.02 |
| Interest over Company Capital |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.05.03 |
| Others Destinations |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.06 |
| Realization of Earnings Reserve |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.07 |
| Equity Valuation Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| (1,687 | ) | (1,687 | ) |
5.07.01 |
| Securities Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.07.02 |
| Retained Adjustments of Conversion |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| (3,681 | ) | (3,681 | ) |
5.07.03 |
| Business Combination Adjustments |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 1,994 |
| 1,994 |
|
5.08 |
| Increase (Decrease) in Capital Stock |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.09 |
| Capital Reserve Constituition /Realization |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.10 |
| Treasury Shares |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.11 |
| Other Transactions of Capital |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
5.12 |
| Others |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
26
FEDERAL PUBLIC DEPARTMENT | ||
BRAZILIAN SECURITIES COMMISSION – CVM | ||
ITR – Quarterly Information | June 30, 2009 | CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
01.01 - IDENTIFICATION
1 - CVM CODE | 2 - COMPANY NAME | 3 - GENERAL TAXPAYERS’ REGISTER |
|
|
|
01629-2 | BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
|
4 - NIRE |
|
|
|
|
|
35300149947 |
|
|
5.13 |
| Final Balance |
| 3,445,043 |
| 0 |
| 0 |
| 730,712 |
| (123,667 | ) | (39,816 | ) | (4,012,272 | ) |
27
FEDERAL PUBLIC DEPARTMENT | ||
BRAZILIAN SECURITIES COMMISSION – CVM | ||
ITR – Quarterly Information | June 30, 2009 | CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
1. THE COMPANY AND ITS PRINCIPAL OPERATIONS
Founded in 1934, in the southern State of Santa Catarina, BRF — Brasil Foods S.A. (“BRF”); formerly known as Perdigão S.A.; and its subsidiaries (collectively “Company”) is one of Brazil’s largest companies in the food industry. With a focus on raising, producing and slaughtering of poultry, pork and beef; processing and/or sale of meats, frozen pasta, frozen vegetables, dairy products and soybean derivatives, the Company produces more than 2,500 items, including:
· Frozen whole chicken and chicken, turkey, pork and beef cuts;
· Ham products, sausages, bologna, frankfurters, salami and other smoked products;
· Hamburgers, steaks, breaded meat products, kibes and meatballs;
· Lasagnas, pizzas, vegetables, cheese breads, pies and pastries;
· Milk and diary products;
· Juices, soy milk and soy juices;
· Margarine and;
· Soy meal and refined soy flour, as well as animal feed.
The Company operates 25 meat processing plants, 15 milk and dairy processing plants, 1 margarine processing plant and 1 soybean processing plant distributed in the following states within Brazil: Rio Grande do Sul, Santa Catarina, Paraná, Goiás, São Paulo, Mato Grosso, Mato Grosso do Sul, Pernambuco, Rio de Janeiro, Minas Gerais and Bahia. The subsidiary Plusfood Groep B.V. operates 3 meat processing plants, distributed in the United Kingdom, The Netherlands and Romania. In addition, the company has subsidiaries in the United Kingdom, Italy, Austria, Hungary, Japan, The Netherlands, Russia, Singapore and United Arab Emirates and one cheese processing plant in Argentine.
The domestic distribution network uses 28 distribution centers in 13 Brazilian states and the Federal District and one distribution center in Europe, selling products to 100,000 supermarkets, retail and wholesale markets, food service and others, exporting to more than 110 countries.
Among others, the Company sells its products under the brands Perdigão, Perdix, Chester®, Borella, Batavo, Elegê, Cotochés, Halal, Sulina, Toque de Sabor, Doriana, Claybon, Delicata, Escolha Saudável, Pense Light, Bio Fibras, Naturis, Ouro, Confidence, Fazenda, Confiança, Unef, Alnoor and Nabrasa and the expression Turma da Mônica (licensed).
The Company’s shares are traded at Bolsa de Valores de São Paulo (Bovespa) and the Company has joined Bovespa’s special corporate governance “new market” (Novo Mercado). The Company’s shares are also traded on the New York Stock Exchange (NYSE) through Level III American Depositary Receipts (ADRs).
28
FEDERAL PUBLIC DEPARTMENT | ||
BRAZILIAN SECURITIES COMMISSION – CVM | ||
ITR – Quarterly Information | June 30, 2009 | CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
a) Subsidiaries and Participation on June 30, 200909:
Note: the Companies with no indication of percentage of participation are, directly or indirectly, wholly-owned subsidiaries of BRF — Brasil Foods S.A.
The sub-holding company Acheron Beteiligung-sverwaltung GMBH has direct subsidiaries in Madeira Islands - Portugal, whose objective is to operate in European markets that are regulated by a system based on import quotas for chicken and turkey. Investment in subsidiaries amounted to R$717.
b) Association Agreement between Perdigão S.A. and Sadia S.A.
On May 19, 2009, an association agreement was finalized between Perdigão, Sadia and HFF Participações S.A. (“HFF”)
The Association Agreement set forth certain conditions for then controlling shareholders of Sadia, including the sale of financial activities, which are not related to the feed industry,.
On June 03, 2009, under the terms of the Association Agreement, part of the conditions were fulfilled, including, 1) the condition related to the adhesion by Sadia’ shareholders, holders of more than 51% of common shares and of signatories shareholders of the Voting Agreement of the Company and 2) the condition relative the indication for the Company to the shareholders group of Sadia to acquire the shares issued by Concórdia Holding Financeira.
The Association Agreement also included the following:
29
FEDERAL PUBLIC DEPARTMENT | ||
BRAZILIAN SECURITIES COMMISSION – CVM | ||
ITR – Quarterly Information | June 30, 2009 | CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
i) The change of the corporate name of Perdigão to BRF — Brasil Food S.A.;
ii) The merger of the HFF’s shares by the Company, that will hold at least 51% of common shares of Sadia;
iii) The merger of the Sadia’s shares by the Company;
iv) Transfer of the head office from São Paulo to Itajaí, Santa Catarina; and
v) The amendments of Company’s By-Laws to:
a) To establish a maximum number of members of Board of Directors from 9 to 11:
b) Implement a co-chairman structure in the Board of Directors;
c) Election of 3 new Board members, selected by the HFF´s shareholders, one of them to serve as co-chairman, with a term of office until the Ordinary Shareholders Meeting in 2011.
The merger of HFF´s shares with those of the Company considered an exchange of 0,166247 common share issued by the Company for each common share issued by HFF.
Subsequently, the merger of Sadia’s shares with those of the Company, for which consider applicable an share exchange ratio to the Sadia´s shareholders of 0,132998 common or preferred share of Sadia.
Also the Association Agreement included:
i) The Company made a public share offering to raise an estimated value of R$4,0 billion;
ii) The Association Agreement was submitted for approval to the Brazilian Antitrust authorities (Administrative Counsel for Economic Defense — CADE, Secretariat Economic Law — SDE and Secretariat for Economic Monitoring — SEAE); and
iii) The implementation of the Association Agreement also depends of prior approval of the transaction to the antitrust authorities of other jurisdictions in which this legal requirement is necessary, due to the Company and Sadia have similar transactions.
In accordance with the terms of the Association Agreement, the Company:
i) On June 05, 2009, recorded at the National Association of Investments Banks — AMBIB, following the terms of CVM Instruction nº 471, application for registration of the public offering of primary distribution of common shares, with no par value, issued by the Company; and
ii) On June 22, 2009, scheduled an Extraordinary Shareholders’ Meeting to occur on July 08, 2009 with the purpose of approving the terms of the Association Agreement.
On June 29, 2009, the European Communities Commission (the European antitrust authority) approved the transaction. See note 26 — Subsequent Events
c) Acquisitions and corporate reorganization
The Company is going through a moment of significant changes in light of its sustainable growth plan, started in 2006, and which is based on several acquisitions of companies and entry into new businesses.
As result of these acquisitions, the Company has grown and diversified its business, increasing its share in the market of chicken and pork meats and entering into the milk, margarine and beef market.
A list of the companies acquired since 2005 are as follows:
30
FEDERAL PUBLIC DEPARTMENT | ||
BRAZILIAN SECURITIES COMMISSION – CVM | ||
ITR – Quarterly Information | June 30, 2009 | CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
Company |
| Activity |
| Acquisition |
| Status |
Eleva Alimentos |
| Dairy / Meat |
| 2008 |
| Merged on April 30, 2008 |
Cotochés |
| Dairy |
| 2008 |
| Merged on December 31, 2008 |
Plusfood |
| Meat |
| 2008 |
| Wholly-owned subsidiary |
Batávia S.A |
| Dairy |
| 2006/2007 |
| Merged on December, 31 2008 |
Paraíso Agroindustrial |
| Meat |
| 2007 |
| Merged August 01, 2007 |
Ava Com. Represent. |
| Margarines |
| 2007 |
| Merged on August 01, 2007 |
Sino dos Alpes |
| Meat |
| 2007 |
| Wholly-owned subsidiary |
Mary Loize |
| Meat |
| 2005 |
| Merged on August 01, 2008 |
Incubatório Paraíso |
| Meat |
| 2005 |
| Merged on July 03, 2006 |
As part of the this growth process, the Company has had a comprehensive corporate reorganization of its structure and business, which was aimed at maintaining the sustainability of the Company’s business through the simplification of its corporate structure and the reduction of its costs of operation, taxes and financing, and a reorganization of its operational activities.
In addition, as part of the corporate reorganization:
a) On March 09, 2009, the subsidiary Perdigão Agroindustrial S.A. was merged into the Company, as approved in the Extraordinary Shareholders’ Meeting, the net assets merged were R$2,635,882.
b) On March 31, 2009, the subsidiary Sino dos Alpes leased its plant used for the production of small volume products to the Parent Company, BRF — Brasil Foods S.A…
2. BASIS FOR PREPARATION AND PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AND FIRST-TIME ADOPTION OF LAW 11.638/07 AND PROVISIONAL ACT n.449/08
The financial statements of the Company and its subsidiaries are presented in thousand of Reais and were prepared in accordance with the accounting practices adopted in Brazil, based on the Brazilian Corporation Law (Law no. 6,404/76, as amended), which includes the new provisions introduced, amended and revoked by the Law no. 11.638 dated 12.28.07 and by the Provisional Act no. 449 dated 12.03.08, regulations and rules issued by the Brazilian Securities Commission - Comissão de Valores Mobiliários — CVM and accounting standards issued by IBRACON — Brazilian Institute of Independent Auditors.
The Law no. 11.638/07 and Provisional Act no. 449 mainly objective is to update the Brazilian corporate law so it enables the convergence of accounting practices adopted in Brazil to the International Financial Accounting Reporting Standards - IFRS issued by International Accounting Standards Board — IASB, and to allow CVM to issue new standards and procedures, based on IFRS.
The table below shows for comparison purposes, what would have been the effects of adoption of Law no. 11.638 /007 and provisional Act no. 449/08 on the company’s shareholder’s equity and net income as of and for the three-month period ended June 31, 2009 :
31
FEDERAL PUBLIC DEPARTMENT | ||
BRAZILIAN SECURITIES COMMISSION – CVM | ||
ITR – Quarterly Information | June 30, 2009 | CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS |
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
|
| Parent Company as of |
| ||
|
| Shareholders’ equity |
| Income |
|
Reported values according to Law no 6.404/76 |
| 4,220,736 |
| 122,187 |
|
Equity pick-up |
| (3,772 | ) | (5,755 | ) |
Reported values according to Law 11.638/07 and Provisional Act 449/08 |
| 4,216,964 |
| 116,432 |
|
|
| Consolidated as of |
| ||
|
| Shareholders’ equity |
| Income |
|
Reported values according to Law no 6.404/76 |
| 4,221,491 |
| 126,884 |
|
Financial instruments at market value (available for sale) |
| 1,532 |
| — |
|
Financial instruments at market value |
| 6,750 |
| 6,750 |
|
Capital leases |
| 496 |
| 45 |
|
Adjustments to present value of rights |
| (24,766 | ) | (24,766 | ) |
Adjustments to present value of liabilities |
| 9,251 |
| 9,251 |
|
Tax effects |
| 2,965 |
| 2,965 |
|
Reported values according to Law 11.638/07 and Provisional Act 449/08 |
| 4,217,719 |
| 121,129 |
|
3. SUMMARY OF MAIN ACCOUNTING PRACTICES
a) Consolidation: includes the Company’s financial statements and the financial statements of the directly and indirectly controlled subsidiaries. All intercompany transactions were eliminated upon consolidation, including the unrealized profits due to the transactions between Companies and including the eliminations of their charges and taxes. The participation of non-controlling shareholders is recorded separately.
The Company applied in its financial statements the new CVM Resolution no. 534/08, which approved on 01.29.08 the technical pronouncement CPC 02, Conversion of financial statements. According to this new resolution, the following criteria must be applied to the consolidation of subsidiaries abroad:
· Functional and Presentation Currency: financial statements of each subsidiary included in the consolidation must be prepared using the currency of the primary economic environment in which it operates. Financial Statements of subsidiaries abroad are converted to Reais based on its functional currency;
· Investments: investments in subsidiaries are accounted for by the equity method. Other investments are recorded at acquisition cost and deducted by provision for losses, when it is applicable. The financial statements of subsidiaries abroad are converted to Reais based on its functional currency; and
· Exchange Rate on Investments: the values of gains and losses arising from exchange rate on investments in subsidiaries abroad, at the amount R$(157,786) on June 30, 2009 (R$(46,523) on June 30, 2008) are booked in the financial revenue and expenses account in the income statement (Note 19). The exchange rate variation related to the interest on the subsidiary Plusfood Groep B.V. and its subsidiaries was recorded in the account equity valuation adjustments in the shareholders’ equity group.
32
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
b) Cash and cash equivalents: include cash balances, bank accounts and highly liquid temporary cash investments with original maturities of less than 90 days (Note 4). Cash investments, by their very nature, are already measured to fair value through the results of operations.
c) Cash investments: these are financial assets and they are mainly represented by public and private fixed income securities (Note 5). Their classification and registration are made in accordance with the purposes for which they were acquired, as follows:
· Held for Trading, if they are purchased for the purpose of sale or repurchase in short term: these assets are first booked for its fair value and its variations, as well as monetary and exchange rate variations when applicable, are accounted directly in the results under the heading of financial revenues or expenses;
· Held to Maturity, if the company has the positive intent and ability to hold them to maturity: these assets are recorded at the acquisition cost. Interest and monetary variation are recognized in the results, when incurred, under the heading of financial revenues or expenses;
· Available for Sale, which includes all financial assets that do not qualify for categories above: they are initially measured at fair value and its variations are booked in shareholders equity, under the heading of equity valuation adjustments until it is not realized, net of tax. Interest and monetary variation are recognized in the result, when incurred, under the heading of financial revenues or expenses.
d) Adjustment to present value: the Company measured the adjustments to present value on the outstanding balances of the following accounts: trade accounts receivable, other assets and trade accounts payable, social and taxes obligations, and other liabilities The discount rate applied is based on the weighted average cost of capital (WACC), which considers the value of money over time and the specific risks to assets and liabilities, so the rate is the one that better reflects the Company’s estimate. This rate reflects the actual market assessments in which the Company operates and it corresponded to 8.05% per year on June 30, 2009 (14.01% per year on March 31, 2009). The effect of change in rate resulted in income of R$3,360.
e) Trade Accounts Receivable: they are recorded by the invoice amount adjusted to the present value when applicable, net of allowance for doubtful accounts. The allowance for doubtful accounts for domestic customers is calculated based on risk analysis, which considers the estimated realization and take into consideration the historical losses of trade accounts receivable. For foreign customers, the analysis is performed on an individual customer basis. The Company has a policy in place for credit limits and, generally, does not request collateral from its customers. In the event of default, efforts at collection are made, including direct contact with customers and the use of outside collection agencies. If these efforts are not successful, legal action is considered, the accounts are reclassified to non-current accounts receivable and an allowance for doubtful accounts is recorded (Note 6).
f) Inventories: stated at average acquisition or formation costs, not exceeding market or realizable value. Provision for obsolescence, for market value adjustments, for deterioration and slow moving, are made when applicable (Note 7).
g) Taxes and contributions on income: in Brazil these are the corporate income tax (IRPJ) and the social contribution on net income (CSLL), which are calculated based on taxable income in accordance with legislation and tax rates in effect. Results from subsidiaries abroad are subject to taxation in their respective countries, according to local tax rates and regulations (Note 9).
33
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
Deferred taxes are represented by the income tax loss carry forwards and negative base of social contribution (CSLL), as well as the impacts of temporary differences between tax and accounting bases. Deferred income tax and social contribution assets and liabilities were recorded in current or non-current assets or liabilities according to their expected realization periods. When it is more likely than not that deferred tax assets will not be utilized in the future, a valuation allowance is recorded.
h) Investments: the investments in foreign or domestic Companies are accounted for under the equity method. Goodwill is also recorded within investments. The other investments are stated at acquisition cost and reduced to market value, when applicable (Note 10).
i) Property, Plant and Equipment: stated at cost of acquisition or construction, monetarily restated up to December 12, 1995, and further adjusted by revaluation (last occurred in 1990), based on evaluation reports issued by independent appraisers, less accumulated depreciation. The corresponding revaluation reserve has already been written-off in prior years. In accordance with CVM Deliberation 193/1996 and CVM Release 01/2007, the Company has capitalized interest incurred in financing the construction of certain fixed assets. Depreciation is calculated using the straight-line method, based on the weighted average rates and depletion based on utilization, and charged to the results (Note 11).
Breeding stock is recorded as fixed assets and during the formation period of approximately six months, the costs of labor, feed and medication are allocated thereto. After the formation period, the breeding stock is depreciated during the breeding cycle, based on the estimated number of eggs and offspring, over a period of fifteen months for poultry and thirty months for hogs.
Law no. 11.638/07 and Provisional Act no. 449/08 require impairment test to be made annually to all assets included in this subgroup, or whenever there is evidence of loss, since no item should be recorded as a fixed asset for a value higher than the realizable value, either by sale or by use (the highest of them). The Company evaluated the fixed assets and has not identified losses to be recorded for realizable value lower than the carrying value.
j) Intangible: the intangible assets do not have physical substance, are separable and arise from contractual or other legal rights. The Company recorded in this group the goodwill based on the expectation of future profitability, which represents the difference between the amount paid and the investment carrying amount at the acquisition date. The goodwill calculated on the expectation of future profitability is was amortized over the extension and proportion of the projected results until 10 (ten) years until December 31, 2008 and from January 01, 2009 they are no longer amortized, but should only be subjected to annual test for analysis of the loss of its recoverable amount, in compliance to the technical pronouncement CPC 01 (Note 12).
The recoverability of the goodwill was evaluated for 2008 on a consolidated basis, as this is the way used by the decision-maker to review the total assets of the Company. As a result, no provision for losses were identified.
k) Deferred charges: consist mainly of costs incurred during development, construction and implementation of projects that will benefit the results of the Company in future years. Deferred charges are amortized over the estimated period during which these projects contribute to the Company’s results (Note 13) and from January 01, 2009 capitalization under this heading are no longer allowed and existing expenses are tested for impairment whenever there is evidence of loss as determined in CPC 01.
l) Provisions for contingencies: a provision is recognized when, based on the opinion of management internal and external legal advisors, it is determined that losses on a judicial or administrative lawsuit are probable can be reasonably estimated and it is probable, that an outflow of cash will be
34
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
required to settle the obligation. The balances of provisions for contingencies are shown net of the judicial deposits related to the lawsuits (Note 16a).
m) Leases: lease transactions that transfer substantially all the risks and rewards incidental to ownership are classified as finance lease. If the lease does not transfer substantially all the risks and rewards incidental to ownership, it is classified as an operating lease.
Finance lease contracts are recognized as fixed assets and as liabilities in the balance sheet at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments, plus initial direct costs incurred in the transaction. The amounts recorded as fixed assets are depreciated and the interests included in liabilities shall be charged as expenses during the contract period. Operating leases are recognized as an expense over the contract period (note 15).
n) Derivative financial liabilities measured at fair value: these instruments are actively trade on organized markets, and its fair value is determined based on market values at the closing date of the balance sheet. Initial measurement of these financial liabilities are made at its fair value, and they are classified as loans, with counterparts to financial income and expenses, except for cash flow hedges, which are booked in equity by the amount net of tax effects.
Hedge transactions are financial instruments used to protect exposure to risk or to modify the characteristics of financial assets and liabilities, unrecognized firm commitments, highly probable transactions or net investments in operations abroad, and they must be: (i) highly correlated with regard to changes in its market value related to the market value of the item that is being protected, both at the beginning and over the life of the contract (effectiveness among 80% and 125%); (ii) must have identification documents of the transaction, the risk subjected to hedge, the risk management process and the methodology used in assessing the effectiveness; and (iii) considered effective in reducing the risk associated with exposure to be protected. Recording of hedges is done under the Technical Pronouncement CPC 14 which permits the protection accounting methodology (Hedge Accounting) and its effects on measurement of the shareholders equity fair value. The Company opted to apply this methodology for its hedge operations which met the criteria described above (Note 18g).
o) Actuarial assets and liabilities over employees’ benefits: the Company and its subsidiaries recognize actuarial assets and liabilities related to benefits to employees in accordance with the criteria set forth by CVM Deliberation No. 371. Actuarial gains and losses are recognized as income or expense on the basis of a report prepared by independent actuarial experts.
The contributions made by sponsors are recognized as expenses during the year (Note 23).
p) Determination of income: income and expenses are recognized based on the accrual basis of accounting.
q) Revenue Recognition: the Company recognizes revenues when ownership and risks related to the products are transferred to the customer, the sales price is fixed and determinable, when evidence of the sales transaction exists and when collectability is reasonably assured. Revenue is not recognized if there are significant uncertainties as to its realization.
r) Profit Sharing of Management and Employees: employees are entitled to profit sharing when certain goals established annually are achieved, and management is entitled to profit sharing based on statutory provisions and approval of the Board of Directors. The amount is accrued in the period in which the goal is achieved (Note 22).
35
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
s) Shipping and handling costs: costs incurred related to goods not yet sold are recognized as prepaid expenses and recognized as selling expenses upon the actual delivery of the goods to the customer, and the recognition of revenue in the results. The shipping and handling costs amounted to R$621,046 (R$531,979 on June 30, 2008).
t) Advertising and sales promotion costs: advertising and sales promotion costs are recognized when incurred and amounted to R$77,216 (R$57,165 on June 30, 2008).
u) Research and development (R&D): consists mainly of internal research and development of new products and is recognized when incurred. The total amount of R&D expenses was R$6,735 (R$7,929 on June 30, 2008)).
v) Earnings per share: calculated based on common shares outstanding at the balance sheet date.
w) Interest on shareholders’ equity: interests on shareholders’ equity received and or paid/accrued are recorded under financial income and expense, respectively. For presentation of the financial statements considering that interest on shareholders’ equity are in essence dividends, interest received reclassified to investments and interest paid /or accrued to retained earnings so that income is not impact, except for the tax benefits recognized in the income tax and social contribution. The interest on shareholders’ equity paid/accrued is calculated in accordance with the limits established in Law no. 9.249/98 which are based on the application of the long term interest rate — TJLP — on the shareholders’ equity and is paid in replacement of or in addition to the proposed distribution of dividends determined based on the Company’s bylaws.
x) Environmental costs: costs related to compliance with environmental regulations are considered as cost of production or capitalized when incurred. Based on management’s analysis, the current provision for environmental costs is sufficient to cover these costs.
y) Subsidies and tax incentives: the Company has ICMS subsidies for investments granted by the Santa Catarina, Goiás, Pernambuco, Mato Grosso, São Paulo and Bahia state governments. These tax incentives are related to construction of facilities, employment and social and economic development in these states. These tax incentives are recorded directly to income under other operating income.
z) Translation of Foreign Currency: as mentioned in item a above, assets and liabilities of foreign subsidiaries are translated into Reais based on the exchange rate used on the closing date of the balance sheets, and all income statement accounts are translated based on the average monthly rates.
36
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
The Real exchange rates to the currencies described below on the closing date of the balance sheets were as follows:
Final rates |
| June 30, |
| June 30, |
| March 31, |
|
US$ Dollar |
| 1.9516 |
| 1.5919 |
| 2.3152 |
|
Euro (€) |
| 2.7399 |
| 2.5063 |
| 3.0783 |
|
Pound (£) |
| 3.2129 |
| 3.1706 |
| 3.3259 |
|
Average rates |
| June 30, |
| June 30, |
| March 31, |
|
US$ Dollar |
| 1.9576 |
| 1.6189 |
| 2.3138 |
|
Euro (€) |
| 2.7427 |
| 2.5204 |
| 3.0229 |
|
Pound (£) |
| 3.2048 |
| 3.1851 |
| 3.2836 |
|
aa) Use of Estimates: when preparing the financial statements in accordance with accounting practices adopted in Brazil, the Company makes certain estimates and assumptions that affect the reported amounts of assets and liabilities shown in the balance sheet, and the reported amounts of revenues, costs and expenses for the years presented. Although these estimates were based on management’s assessment using the best available information, actual results could differ from those estimates. The Company reviews the assumptions used in the accounting estimates at least annually.
4. CASH AND CASH EQUIVALENTS
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
Local currency: |
|
|
|
|
|
|
|
|
|
Cash and banks |
| 28,591 |
| 54,066 |
| 43,944 |
| 76,279 |
|
Highly liquid investments |
| 8,440 |
| 47,135 |
| 8,440 |
| 47,135 |
|
|
| 37,031 |
| 101,201 |
| 52,384 |
| 123,414 |
|
Foreign currency: (*) |
|
|
|
|
|
|
|
|
|
Cash and banks |
| 8,058 |
| 5,532 |
| 193,618 |
| 292,534 |
|
Highly liquid investments |
| 24,646 |
| 15,376 |
| 573,839 |
| 654,461 |
|
|
| 32,704 |
| 20,908 |
| 767,457 |
| 946,995 |
|
|
| 69,735 |
| 122,109 |
| 819,841 |
| 1,070,409 |
|
(*) Mainly U.S. dollars
The investments in local currency refer basically to Bank Deposit Certificate (“CDB”) and Investment Funds, and are remunerated at the Certificates of Interbank Deposits (“CDI”) fluctuation rate.
The investments in foreign currency refer basically to Overnight and Time Deposit, bear interest at prefixed rate and Interbank Deposit Certificate (“CDI”).
37
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
5. SHORT AND LONG TERM INVESTMENTS
|
|
|
|
|
| Parent Company |
| Consolidated |
| ||||
|
| Due date |
| WATM |
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
Bank Deposit Certificates — CDB |
| From August 2009 to March 2014 |
| 1.3 |
| 518,553 |
| 626,848 |
| 582,097 |
| 650,851 |
|
Capitalization Equity |
| From July to November 2009 |
| 0.2 |
| 264 |
| 264 |
| 264 |
| 264 |
|
Brazilian Treasury Notes |
| October 2009 |
| 0.3 |
| — |
| — |
| 30,513 |
| 81,642 |
|
|
|
|
|
|
| 518,817 |
| 627,112 |
| 612,874 |
| 732,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
| 518,817 |
| 627,112 |
| 612,874 |
| 732,757 |
|
(*) Weighted average term maturity (years).
Bank Deposit Certificate (“CDB”) are denominated in Reais and bear interest at a rate between 98% and 106.5% of the Interbank Deposit Certificate (“CDI”) fluctuation.
Brazilian Treasury Securities are denominated in U.S. dollars. They bear interest at a weighted average prefixed and post fixed interest.
6. TRADE ACCOUNTS RECEIVABLE
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
Current |
|
|
|
|
|
|
|
|
|
Domestic trade accounts receivable |
| 503,697 |
| 545,564 |
| 520,646 |
| 563,597 |
|
Foreign trade accounts receivable |
| 870,253 |
| 885,004 |
| 637,682 |
| 776,534 |
|
(-) Adjustment to present value |
| (2,653 | ) | (14,650 | ) | (2,653 | ) | (14,650 | ) |
(-) Allowance for doubtful accounts |
| (10,417 | ) | (8,853 | ) | (11,619 | ) | (10,141 | ) |
|
| 1,360,880 |
| 1,407,065 |
| 1,144,056 |
| 1,315,340 |
|
Non-current |
|
|
|
|
|
|
|
|
|
Domestic trade accounts receivable |
| 35,211 |
| 30,745 |
| 37,505 |
| 33,040 |
|
Foreign trade accounts receivable |
| 2,378 |
| 2,821 |
| 2,384 |
| 2,827 |
|
(-) Adjustment to present value |
| (1,030 | ) | (693 | ) | (1,030 | ) | (693 | ) |
(-) Allowance for doubtful accounts |
| (26,218 | ) | (23,062 | ) | (27,840 | ) | (24,917 | ) |
|
| 10,341 |
| 9,811 |
| 11,019 |
| 10,257 |
|
38
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
The changes in the allowance for doubtful accounts are as follows:
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March |
|
Balance at beginning of period |
| 31,915 |
| 6,111 |
| 35,058 |
| 31,183 |
|
Provision |
| 6,580 |
| 3,628 |
| 6,900 |
| 6,994 |
|
Acquisition of companies |
| — |
| 24,117 |
| — |
| — |
|
Write-offs |
| (1,860 | ) | (1,941 | ) | (2,499 | ) | (3,119 | ) |
Balance at end of period |
| 36,635 |
| 31,915 |
| 39,459 |
| 35,058 |
|
The aging list of the accounts receivable is as follows:
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
Amounts receivable |
| 1,309,106 |
| 1,183,429 |
| 1,044,410 |
| 1,041,226 |
|
Overdue: |
|
|
|
|
|
|
|
|
|
Between 01 and 60 days |
| 39,008 |
| 152,635 |
| 73,128 |
| 190,388 |
|
Between 61 and 120 days |
| 16,954 |
| 26,278 |
| 24,059 |
| 31,244 |
|
Between 121 and 180 days |
| 1,545 |
| 54,648 |
| 6,969 |
| 57,561 |
|
Between 181 and 360 days |
| 15,550 |
| 17,400 |
| 19,112 |
| 24,941 |
|
Over 360 days |
| 29,376 |
| 29,744 |
| 30,539 |
| 30,638 |
|
(-) Adjustment to present value |
| (3,683 | ) | (15,343 | ) | (3,683 | ) | (15,343 | ) |
(-) Allowance for doubtful accounts |
| (36,635 | ) | (31,915 | ) | (39,459 | ) | (35,058 | ) |
|
| 1,371,221 |
| 1,416,876 |
| 1,155,075 |
| 1,325,597 |
|
7. INVENTORIES
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
Finished goods |
| 704,564 |
| 727,728 |
| 707,013 |
| 817,861 |
|
Work-in-process |
| 42,808 |
| 48,699 |
| 44,146 |
| 50,054 |
|
Raw materials |
| 118,630 |
| 88,674 |
| 139,892 |
| 101,645 |
|
Livestock (poultry, turkey and hogs) for slaughter |
| 217,275 |
| 208,260 |
| 438,990 |
| 384,795 |
|
Secondary material and packing |
| 199,926 |
| 235,357 |
| 181,441 |
| 226,732 |
|
Advances to suppliers and imports in transit |
| 15,834 |
| 22,525 |
| 19,772 |
| 22,975 |
|
|
| 1,299,037 |
| 1,331,243 |
| 1,531,254 |
| 1,604,062 |
|
39
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
8. RECOVERABLE TAXES
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
State ICMS (VAT) |
| 147,533 |
| 151,256 |
| 207,691 |
| 200,627 |
|
Income tax |
| 98,157 |
| 107,259 |
| 100,701 |
| 109,306 |
|
PIS/COFINS (Federal Taxes to Fund Social Programs) |
| 376,801 |
| 351,677 |
| 429,502 |
| 400,455 |
|
Import Duty |
| 1,266 |
| 1,350 |
| 31,377 |
| 44,039 |
|
IPI (Federal VAT) |
| 5,761 |
| 5,937 |
| 5,768 |
| 5,946 |
|
Others |
| 842 |
| 1,035 |
| 1,927 |
| 2,252 |
|
|
| 630,360 |
| 618,514 |
| 776,966 |
| 762,625 |
|
|
|
|
|
|
|
|
|
|
|
Current |
| 497,791 |
| 479,749 |
| 611,836 |
| 598,544 |
|
Non-current |
| 132,569 |
| 138,765 |
| 165,130 |
| 164,081 |
|
ICMS - Tax on the Circulation of Goods and Services (State VAT):
Credits are generated by exports, reduced tax rates in domestic market and by investments in property, plant and equipment. The Company accumulates tax credits which are offset against tax debts generated by the sales in the domestic market or transferred to third parties.
On February 2007, the Company ensured in the STJ (“Supremo Tribunal Regional”) the maintenance of ICMS recoverable in the state of Rio de Janeiro, due to the difference in rates of R$30,187 already recorded and also the right to the monetary adjustments on such credits, with estimated as of December 31, 2007 to be approximately R$36,371, not recorded in the financial statements. Management will only recognize the monetary adjustments upon realization.
The Company has R$21,230 of ICMS credit in the state of Mato Grosso do Sul. The Company believes that receiving the credit is doubtful and, therefore, recorded a provision within non-current assets.
Withholding Income Tax and Social Contribution:
Correspond to withholding taxes on investments and on interest on shareholder’s equity received by the parent company, which are offset against federal taxes payable.
PIS / COFINS:
PIS and COFINS (Federal Taxes to Fund Social Programs) recoverable taxes primarily resulted from raw materials acquisitions used in exported products, products sold at a 0% tax rate (such as UHT milk and pasteurized milk and sales in Franca area, in Manaus). The realization of these credits can be made by compensation of taxable sales in the domestic market, with other federal taxes or reimbursement.
For the PIS and COFINS credits to the Company is taking judicial measures accelerate the process for analyzing the reimbursement requests, which are currently under inspection. The Company obtained authorization to receive R$35,005. In addition, the Company has used these credits to offset other tax liabilities permitted by law.
The Company’s management has been analyzing alternatives that would allow the use of the credits and there is no expectation of losses on the realization of those credits.
40
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
9. INCOME TAX AND SOCIAL CONTRIBUTION
a) Income Tax and Social Contribution on Net Income:
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| June 30, |
| June 30, |
| June 30, |
|
(Loss) Income before taxes and participations |
| (97,520 | ) | 108,782 |
| 49,459 |
| 156,231 |
|
Nominal tax rate |
| 34 | % | 34 | % | 34 | % | 34 | % |
Tax (income) expense at nominal rate |
| 33,157 |
| (36,986 | ) | (16,816 | ) | (53,119 | ) |
Adjustment of taxes and contributions on: |
|
|
|
|
|
|
|
|
|
Statutory profit sharing |
| — |
| — |
| — |
| 2,165 |
|
Interest on shareholders’ equity |
| — |
| 25,981 |
| — |
| 25,981 |
|
Equity pick-up |
| (87,880 | ) | 24,933 |
| (53,647 | ) | (15,818 | ) |
Difference of tax rates on foreign earnings from subsidiaries abroad |
| — |
| — |
| 20,200 |
| 36,831 |
|
Tax incentives |
| 194 |
| — |
| 200 |
| 845 |
|
Income tax and social contribution over goodwill adjustments |
| 33,273 |
| (4,561 | ) | 33,273 |
| (22,811 | ) |
Hedge Accounting adjustments |
| (1,990 | ) | — |
| (1,990 | ) | — |
|
Write-off of deferred income and social contribution tax assets (*) |
| — |
| — |
| (132,036 | ) | — |
|
Other adjustments |
| 3,348 |
| 4,038 |
| 4,941 |
| 4,431 |
|
Actual tax (expense) benefit |
| (19,898 | ) | 13,405 |
| (145,875 | ) | (21,495 | ) |
|
|
|
|
|
|
|
|
|
|
Current income tax |
| (18,232 | ) | (18,744 | ) | (20,924 | ) | (49,544 | ) |
Deferred income tax |
| (1,666 | ) | 32,149 |
| (124,951 | ) | 28,049 |
|
The composition of the taxable income and the taxes from the subsidiaries abroad is as follows:
|
| June 30, 2009 |
| June 30, 2008 |
|
Taxable income from foreign subsidiaries |
| 57,465 |
| 135,032 |
|
Current income taxes of subsidiaries abroad |
| 662 |
| (2,964 | ) |
Deferred income taxes of subsidiaries abroad |
| — |
| (6,116 | ) |
(*) The Company wrote-off of deferred income and social contribution tax assets recorded over tax loss carryfowards and the negative basis of social contribution of its wholly-owned subsidiary Perdigão Agroindustrial S.A. on the amount of R$132,036 due to its mergence on 03.09.09.
41
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
b) Deferred Income Tax and Social Contribution are as follows:
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
Tax losses carry forwards (IRPJ) |
| 102,530 |
| 105,292 |
| 133,665 |
| 145,389 |
|
Negative calculation base (CSLL) |
| 37,530 |
| 38,066 |
| 48,100 |
| 51,996 |
|
Temporary differences: |
|
|
|
|
|
|
|
|
|
Provisions for contingencies and other |
| 75,860 |
| 106,363 |
| 84,036 |
| 106,605 |
|
Income tax and social contribution over goodwill amortization |
| 9,559 |
| 10,097 |
| 9,559 |
| 10,097 |
|
Unrealized loss on derivatives |
| — |
| 4,560 |
| — |
| 4,560 |
|
Non-taxable Depreciation |
| (44,039 | ) | (43,486 | ) | (63,938 | ) | (62,468 | ) |
Adjustments relating to the Transition Tax Regime |
| 22,662 |
| 27,051 |
| 19,626 |
| 27,051 |
|
Income taxes and social contributions over incentivated accelerated depreciation |
| (8,614 | ) | — |
| (8,614 | ) |
|
|
Other temporary differences |
| 33,565 |
| (1,160 | ) | 34,319 |
| (1,160 | ) |
|
| 229,053 |
| 246,783 |
| 256,753 |
| 282,070 |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
| 73,325 |
| 2,500 |
| 79,715 |
| 10,555 |
|
Non-current assets |
| 208,381 |
| 289,274 |
| 249,678 |
| 335,488 |
|
Current liabilities |
| (8,614 | ) | — |
| (8,614 | ) | — |
|
Non-current liabilities |
| (44,039 | ) | (44,991 | ) | (64,026 | ) | (63,973 | ) |
In Brazil, tax returns are subject to review by tax authorities for a period of five year as from the date of the tax return. The Company may be subject to additional taxes, fines and interest as a result of these reviews. The results of Crossban Holdings GMBH and other foreign subsidiaries abroad are subject to local taxes according to local tax rates and rules.
c) Estimated time of realization:
The Company’s management expects that deferred tax assets, recorded on tax loss carryforwards and negative basis of social contribution, should be realized as shown below:
Year |
| Value |
|
Current (until June 30, 2010) |
| 13,312 |
|
2010 |
| 23,157 |
|
2011 |
| 28,914 |
|
2012 onward |
| 116,382 |
|
|
| 181,765 |
|
Tax assets related to provisions for contingencies will be realized as the lawsuits are resolved and there are no estimates for the expected time of realization; thus, they are classified as non-current.
42
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
10. INVESTMENTS
a) Investments in subsidiaries – Parent Company
|
| Perdigão |
| PSA |
| PDF |
| Perdigão |
| UP |
| Avipal |
| Avipal S.A. |
|
Paid in Capital |
| — |
| — |
| — |
| 100 |
| 1 |
| 66,075 |
| 28,612 |
|
Income in period |
| (275,308 | ) | 1,741 |
| — |
| (9 | ) | 1,692 |
| 15,152 |
| (1,131 | ) |
Shareholders’ equity of the subsidiary |
| — |
| 2,820 |
| — |
| (432 | ) | 12,606 |
| 31,099 |
| 23,455 |
|
Shares owned by BRF S.A. |
| — |
| 2,820 |
| — |
| (432 | ) | 6,303 |
| 31,099 |
| 23,455 |
|
Investment before the application of the equity method |
| 2,857,666 |
| 108 |
| — |
| — |
| — |
| — |
| — |
|
Acquisition / merger of new companies |
| (2,582,358 | ) | 2,014 |
| — |
| (424 | ) | 6,405 |
| 13,075 |
| 24,001 |
|
Equity valuation adjustments |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
Income of investments in subsidiaries |
| (275,308 | ) | 698 |
| — |
| (8 | ) | (102 | ) | 18,024 |
| (546 | ) |
Equity pick-up |
| (275,308 | ) | 698 |
| — |
| (8 | ) | (102 | ) | 18,024 |
| (546 | ) |
Exchange variation on investments abroad |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Avipal |
| Avipal |
| Establec. |
| Crossban |
| Perdigão |
| Total |
| ||
|
| Centro-Oeste |
| Construtora |
| Levino |
| Holdings |
| Export |
| June 30, |
| March 31, |
|
Paid in capital |
| 5,972 |
| 445 |
| 1,028 |
| 5,198 |
| 20 |
| — |
| — |
|
Income in period |
| 9 |
| — |
| (592 | ) | 52,326 |
| — |
| — |
| — |
|
Shareholders’ equity of the subsidiary |
| 259 |
| 81 |
| (475 | ) | 921,393 |
| — |
| — |
| — |
|
Shares owned by BRF S.A. |
| 259 |
| 81 |
| (427 | ) | 921,393 |
| — |
| 984,551 |
| 963,625 |
|
Investment before the application of the equity method |
| — |
| — |
| — |
| — |
| — |
| 2,857,774 |
| 2,857,774 |
|
Acquisition / merger of new companies |
| 259 |
| 81 |
| (669 | ) | 928,414 |
| — |
| (1,609,202 | ) | (1,609,202 | ) |
Equity valuation adjustments |
| — |
| — |
| — |
| (5,549 | ) | — |
| (5,549 | ) | (1,439 | ) |
Income of investments in subsidiaries |
| — |
| — |
| 242 |
| (1,472 | ) | — |
| (258,472 | ) | (283,508 | ) |
Equity pick-up |
| — |
| — |
| — |
| 79,890 |
| — |
| (177,352 | ) | (301,743 | ) |
Exchange variation on investments abroad |
| — |
| — |
| 242 |
| (81,362 | ) | — |
| (81,120 | ) | 18,235 |
|
43
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
b) Investments are as follows:
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
Investments in direct subsidiaries |
| 984,551 |
| 963,625 |
| — |
| — |
|
Advance for future capital increase |
| 247,942 |
| 242,161 |
| — |
| — |
|
Other investments |
| 1,020 |
| 1,020 |
| 1,028 |
| 1,028 |
|
|
| 1,233,513 |
| 1,206,806 |
| 1,028 |
| 1,028 |
|
On June 30, 2009, the Company and Unilever Brasil, quotaholders of UP! Alimentos Ltda., entered into an amendment to the quotaholders agreement. Quotaholders agreed to amend certain governance rules of the partnership, resulting in Unilever Brasil obtaining additional rights and obligations. Thus, despite the fact that the Company maintained an interest of 50% in UP! Alimentos Ltda., it no longer has joint control of the investee and as a consequence started to measure the investment under the equity method accounting abandoning proportional consolidation.
11. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment position as of:
|
| Annual |
| Parent Company |
| ||||||
|
| weighted average |
| June 30, 2009 |
| March 31, |
| ||||
|
| deprec. |
| Costs value |
| Depreciation |
| Residual |
| Residual |
|
Buildings and improvements |
| 4 |
| 1,369,698 |
| (432,118 | ) | 937,580 |
| 914,347 |
|
Machinery and equipment |
| 11 |
| 2,009,354 |
| (984,642 | ) | 1,024,712 |
| 1,027,784 |
|
Electric and hydraulic installations |
| 10 |
| 227,342 |
| (93,947 | ) | 133,395 |
| 127,559 |
|
Forests and reforestations |
| 3 |
| 74,351 |
| (18,201 | ) | 56,150 |
| 54,015 |
|
Other |
| 12 |
| 62,136 |
| (30,690 | ) | 31,446 |
| 32,356 |
|
Land |
| — |
| 159,364 |
| — |
| 159,364 |
| 160,785 |
|
Breeding stock |
| (*) |
| 207,492 |
| (50,893 | ) | 156,599 |
| 154,324 |
|
Construction in progress |
| — |
| 367,645 |
| — |
| 367,645 |
| 287,355 |
|
Advances to suppliers |
| — |
| 15,520 |
| — |
| 15,520 |
| 16,659 |
|
|
|
|
| 4,492,902 |
| (1,610,491 | ) | 2,882,411 |
| 2,775,184 |
|
(*) Depreciated based on the poultry breeding cycle (15 months) and hog breeding cycle (30 months).
44
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
Property, plant and equipment position as of:
|
| Annual |
| Consolidated |
| ||||||
|
| weighted average |
| June 30, 2009 |
| March 31, |
| ||||
|
| deprec. |
| Costs value |
| Depreciation |
| Residual |
| Residual |
|
Buildings and improvements |
| 4 |
| 1,438,912 |
| (459,597 | ) | 979,315 |
| 956,169 |
|
Machinery and equipment |
| 11 |
| 2,129,932 |
| (1,055,637 | ) | 1,074,295 |
| 1,079,039 |
|
Electric and hydraulic installations |
| 10 |
| 234,193 |
| (95,744 | ) | 138,449 |
| 132,594 |
|
Forests and reforestations |
| 3 |
| 76,280 |
| (18,201 | ) | 58,079 |
| 55,882 |
|
Other |
| 12 |
| 75,348 |
| (38,703 | ) | 36,645 |
| 37,824 |
|
Land |
| — |
| 161,935 |
| — |
| 161,935 |
| 163,396 |
|
Breeding stock |
| (*) |
| 213,971 |
| (52,688 | ) | 161,283 |
| 158,950 |
|
Construction in progress |
| — |
| 379,834 |
| — |
| 379,834 |
| 298,633 |
|
Advances to suppliers |
| — |
| 15,026 |
| — |
| 15,026 |
| 16,791 |
|
|
|
|
| 4,725,431 |
| (1,720,570 | ) | 3,004,861 |
| 2,899,278 |
|
(*) Depreciated based on the poultry breeding cycle (15 months) and hog breeding cycle (30 months).
The changes in the cost of property, plant and equipment consisted of:
|
| Balance as |
| Additions |
| Leases |
| Write-off |
| Transfer |
| Exchange |
| Balance |
|
Buildings and improvements |
| 1,404,671 |
| 454 |
| — |
| (64,907 | ) | 103,918 |
| (5,090 | ) | 1,438,912 |
|
Machinery and equipment |
| 2,112,864 |
| 5,551 |
| 1,182 |
| (27,300 | ) | 69,385 |
| (10,069 | ) | 2,129,932 |
|
Electric and hydraulic installations |
| 223,621 |
| 989 |
| — |
| (1,019 | ) | (7,906 | ) | (50 | ) | 234,193 |
|
Forests and reforestations |
| 73,374 |
| — |
| — |
| — |
| 5,976 |
| — |
| 76,280 |
|
Other |
| 76,714 |
| 1,154 |
| — |
| (2,168 | ) | (2,285 | ) | (1,578 | ) | 75,348 |
|
Land |
| 163,396 |
| — |
| — |
| (5,005 | ) | 178 |
| (104 | ) | 161,935 |
|
Breeding stock |
| 199,710 |
| 94,000 |
| — |
| (79,287 | ) | — |
| — |
| 213,971 |
|
Construction in progress (*) |
| 299,198 |
| 303,110 |
| — |
| (14 | ) | (171,789 | ) | (1,962 | ) | 379,834 |
|
Advances to suppliers |
| 16,226 |
| (13,684 | ) | — |
| — |
| (1,760 | ) | — |
| 15,026 |
|
Elimination of intercompany transactions |
| — |
| (2,034 | ) | — |
| 2,034 |
| — |
| — |
| — |
|
|
| 4,569,774 |
| 389,540 |
| 1,182 |
| (177,666 | ) | (4,283 | ) | (18,853 | ) | 4,725,431 |
|
(*) Refers, basically, to: (i) construction site for the expansion of distributions center, located in São Paulo started in July, 2008, respectively; and (ii) expenses related to construction of the agroindustrial complex in Bom Conselho, State of Pernambuco, especially developed dairy processing and meat industrialization, as well as an distribution center, started on October, 2007.
45
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
During the second quarter, the Company capitalized interests in the amount of R$8,128 (R$6,044 on June 30, 2008) related to constructions in progress. Interest is capitalized until the transfer from construction in progress to operating fixed assets, when starts depreciation.
12. INTANGIBLE
Intangible position arising from goodwill related to the acquired companies as of:
|
| Parent Company |
| ||
|
| June 30, 2009 |
| March 31, 2009 |
|
Eleva Alimentos |
| 1,273,324 |
| 1,273,324 |
|
Batávia |
| 133,163 |
| 133,163 |
|
Perdigão Mato Grosso |
| 7,636 |
| 7,636 |
|
Cotochés |
| 39,590 |
| 39,590 |
|
Incubatório Paraíso |
| 656 |
| 656 |
|
Paraíso Agroindustrial |
| 16,751 |
| 16,751 |
|
Ava (margarine business) |
| 49,368 |
| 49,368 |
|
|
| 1,520,488 |
| 1,520,488 |
|
Intangible position arising from goodwill related to the acquired companies as of:
|
| Consolidated |
|
|
| June 30, 2009 |
|
Eleva Alimentos |
| 1,273,324 |
|
Batávia |
| 133,163 |
|
Perdigão Mato Grosso |
| 7,636 |
|
Cotochés |
| 39,590 |
|
Incubatório Paraíso |
| 656 |
|
Paraíso Agroindustrial |
| 16,751 |
|
Ava (margarine business) |
| 49,368 |
|
Plusfood |
| 17,933 |
|
Sino dos Alpes |
| 4,050 |
|
|
| 1,542,471 |
|
46
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
13. DEFERRED CHARGES
|
| Annual |
| Parent Company |
| ||||||
|
| weighted |
| June 30, 2009 |
| March 31, |
| ||||
|
| amort. rate |
| Costs |
| Amortization |
| Net |
| Net Value |
|
Pre operating expenses |
| 16 |
| 125,740 |
| (45,892 | ) | 79,848 |
| 82,987 |
|
Software development |
| 20 |
| 75,213 |
| (17,564 | ) | 57,649 |
| 60,495 |
|
Reorganization expenses |
| 20 |
| 45,875 |
| (32,481 | ) | 13,394 |
| 15,686 |
|
|
|
|
| 246,828 |
| (95,937 | ) | 150,891 |
| 159,168 |
|
|
| Annual |
| Consolidated |
| ||||||
|
| weighted average |
| June 30, 2009 |
| March 31, |
| ||||
|
| amort. rate |
| Costs |
| Amortization |
| Net |
| Net Value |
|
Preoperating expenses (*) |
| 16 |
| 144,497 |
| (64,463 | ) | 80,034 |
| 83,705 |
|
Software development (**) |
| 20 |
| 78,925 |
| (18,188 | ) | 60,737 |
| 64,201 |
|
Reorganization expenses |
| 20 |
| 45,875 |
| (32,481 | ) | 13,394 |
| 15,686 |
|
|
|
|
| 269,297 |
| (115,132 | ) | 154,165 |
| 163,592 |
|
(*) Refers substantially to the projects related to the Mineiros and Bom Conselho plants.
(**) Refers substantially to the projects related to the adequacy of the systems and controls in the acquired Companies.
14. CURRENT AND NON-CURRENT DEBTS
Parent Company
Funding line |
| Charges |
| Weighted |
| Weighted |
| Current |
| Non- |
| Balance as |
| Balance as |
|
Local currency (R$): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rural credit |
| 6.75% (6.75% on March 31, 2009) |
| 6.75% (6.75% on March 31, 2009) |
| 0.4 |
| 318,661 |
| — |
| 318,661 |
| 279,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINEM – BNDES |
| TJLP + 2.31% (TJLP + 2.33% on March 31, 2009) |
| 8.56% (8.58% on March 31, 2009) |
| 2.5 |
| 103,902 |
| 508,743 |
| 612,645 |
| 529,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures - BNDES |
| TJLP + 6.00% |
| 12.25% |
| 0.7 |
| 4,178 |
| — |
| 4,178 |
| 6,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax incentives and other |
| TJLP / TAXA FIXA / IGPM / TR / CDI + 5.49% (TJLP / TAXA FIXA / IGPM / TR / CDI + 5.40% on March 31, 2009) |
| 10.28% (10.69% on March 31, 2009) |
| 1.1 |
| 207,734 |
| 150,300 |
| 358,034 |
| 435,858 |
|
47
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
Net swap balance (note 18 d) |
| %CDI vs TR |
| %CDI vs TR |
| 0.1 |
| 8 |
| — |
| 8 |
| 41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total local currency |
|
|
|
|
|
|
| 634,483 |
| 659,043 |
| 1,293,526 |
| 1,250,812 |
|
48
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
Foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances on export contracts - ACCs e ACEs (US$) |
| 5.04% + e.r. (US$) (5.55% + e.r. (US$) on March 31, 2009) |
| 5.04% + e.r. (US$) (5.55% + e.r. (US$) on March 31, 2009) |
| 0.4 |
| 266,531 |
| — |
| 266,531 |
| 440,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital (US$) |
| 5.55%+ e.r.(US$ and other currencies (5.55% + e.r.(US and other currencies) on March 31, 2009) |
| 5.55%+ e.r.(US$ and other currencies (5.55% + e.r.(US$ and other currencies) on March 31, 2009) |
| 1.1 |
| 87,315 |
| 85,693 |
| 173,008 |
| 227,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-export facilities (US$) |
| LIBOR / TAXA FIXA CDI + 2.79% + e.r.(US$) (LIBOR + 4.28% + e.r.(US$) on March 31, 2009) |
| 3.91% + e.r.(US$) (6.02% + e.r.(US$) on March 31, 2009) |
| 2.3 |
| 594,141 |
| 2,301,238 |
| 2,895,379 |
| 2,790,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINEM - BNDES (US$ and other currencies) |
| UMBNDES + 2.63% + e.r. (US$ and other currencies) (UMBNDES + 2.50% + e.r. (US$ and other currencies) on March 31, 2009) |
| 6.83% + e.r. (US$ and other currencies) (7.85% + e.r. (US$ and other currencies) on March 31, 2009) |
| 2.4 |
| 14,916 |
| 67,118 |
| 82,034 |
| 80,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net SWAP balance (see note 18 d) |
| %CDI vs e.r. (US$ and other currencies) Pre taxes/ LIBOR |
| %CDI vs e.r. (US$ and other currencies) Pre taxes/ LIBOR |
| 1.9 |
| 76,579 |
| — |
| 76,579 |
| 76,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total foreign currency |
|
|
|
|
|
|
| 1,039,482 |
| 2,454,049 |
| 3,493,531 |
| 3,614,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
|
|
|
|
| 1,673,965 |
| 3,113,092 |
| 4,787,057 |
| 4,865,406 |
|
49
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
Consolidated
Funding line |
| Charges |
| Weighted |
| Weighted |
| Current |
| Non- |
| Balance as |
| Balance as |
|
Local currency (R$): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rural credit |
| 6.75% (6.75% on March 31, 2009) |
| 6.75% (6.75% on March 31, 2009) |
| 0.4 |
| 334,451 |
| — |
| 334,451 |
| 290,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINEM – BNDES |
| TJLP + 2.31% (TJLP + 2.34% on March 31, 2009) |
| 8.56% (8.59% on March 31, 2009) |
| 2.5 |
| 104,409 |
| 509,467 |
| 613,876 |
| 530,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures - BNDES |
| TJLP + 6.00% (TJLP + 6.00% on March 31, 2009) |
| 12.25% (12.25% on March 31, 2009) |
| 0.7 |
| 4,178 |
| — |
| 4,178 |
| 6,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax incentives and other |
| TJLP / TAXA FIXA / IGPM / TR +5.49% (TAXA FIXA / IGPM / TR +5.07% on March 31, 2009) |
| 10.25% (10.70% on March 31, 2009) |
| 1.1 |
| 210,199 |
| 150,323 |
| 360,522 |
| 436,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Swap balance (see note 18 d) |
| % CDI vs TR |
| % CDI vs TR |
| 0.1 |
| 8 |
| — |
| 8 |
| 41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total local currency |
|
|
|
|
|
|
| 653,245 |
| 659,790 |
| 1,313,035 |
| 1,264,115 |
|
50
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
Foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances on export contracts - ACC’s e ACE’s (US$) |
| 5.04% + e.r. (US$) (5.55% + e.r. (US$) on March 31, 2009) |
| 5.04% + e.r. (US$) (5.55% + e.r. (US$) on March 31, 2009) |
| 0.4 |
| 266,531 |
| — |
| 266,531 |
| 440,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital (US$) |
| EURIBOR + 1.20% |
| 0.41% (2,86% on March 31, 2009) + e.r. (US$) |
| 1.0 |
| 1,050 |
| — |
| 1,050 |
| 16,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade related facilities (US$) |
| LIBOR + 1.96% / Fixed rate (LIBOR + 2.49% on March 31, 2009) + e.r. (US$ and other currencies) |
| 2.99% (4.22% on March 31, 2009) + e.r. (US$ and other currencies) |
| 2.2 |
| 376,890 |
| 1,424,322 |
| 1,801,212 |
| 1,966,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-export facilities (US$) |
| LIBOR / Fixed rate CDI + 2.79% (LIBOR +4.28% on March 31, 2009) + e.r. (US$) |
| 3.91% (6.02% on March 31, 2009) + e.r. (US$) |
| 2.3 |
| 177,582 |
| 993,666 |
| 1,171,248 |
| 1,560,812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINEM - BNDES (US$ and other currencies) |
| UMBNDES + 2.50% (UMBNDES + 2.51% on March 31, 2009) + e.r. (US$ and other currencies) |
| 6.69% (7.86% on March 31, 2009) + e.r. (US$ and other currencies) |
| 2.4 |
| 15,260 |
| 67,613 |
| 82,873 |
| 81,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net SWAP balance (see note 18 d) |
| %CDI vs e.r. (US$ and other currencies) |
| %CDI vs e.r. (US and other currencies) |
| 1.9 |
| 76,579 |
| — |
| 76,579 |
| 76,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total foreign currency |
|
|
|
|
|
|
| 913,892 |
| 2,485,601 |
| 3,399,493 |
| 4,141,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
|
|
|
|
| 1,567,137 |
| 3,145,391 |
| 4,712,528 |
| 5,405,595 |
|
Rural credit financing: the companies BRF — Brasil Foods S.A. and Avipal NE are party to short-term rural credit loans with several commercial banks, under a Brazilian federal government program that offers an incentive to investments in rural activities. The maturity date is up to June 2010 with liquidation of principal and interests in one payment at the end of the contract. The proceeds from these loans are used for working capital.
Working Capital: BRF — Brasil Foods S.A has NCE (Export Credit Note) in Reais indexed by a percentage of CDI. The maturity date of both interest and principal is in September 2011. The Company also has NCE (Export Credit Note) in Reais indexed by the referential rate (TR) and its maturity date in the end of May 2011.
Banco Nacional de Desenvolvimento Econômico e Social (BNDES) Facilities: BRF — Brasil Foods S.A and its subsidiary Avipal NE have a number of outstanding obligations with BNDES. The net proceeds from these loans were used to finance purchases of machinery and equipment and construction, improvement or expansion of our production facilities. Principal and interest on the FINEM loans are payable monthly, with final maturity dates from July 2009 to April 2015, and are secured by equipment, facilities and mortgages of BRF — Brasil Foods S.A. and Avipal NE buildings. The amounts in non-current are linked to the UMBNDES basket of currencies, which are the currencies in which BNDES borrows, and bear interest at the UMBNDES rate, which reflects the daily exchange rate fluctuations of the currencies in that basket.
51
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
Debentures: the debentures are denominated in Reais and were used to finance purchases of machinery and equipment and construction, improvement or expansion of our production facilities. Between June 30, 1998 and November 21, 2000, the Company issued 81,950 fully paid-up simple debentures to the BNDES at the nominal unit value of R$1, with redemption period from June 15, 2001 to June 15, 2010; as of June 30, 2009, 78,614 debentures had been redeemed. The debentures are payable every six months, with maturity dates from December 2008 to June 2010.
Tax incentives and others: principally credit facilities offered under state tax incentive programs (ICMS) to promote technological research and to finance exports machinery, equipment and construction, improvement or expansion of production facilities. They have several maturity dates up to 2025, interest rates are subsidized and they do not have real guarantees.
Advance on export contracts (ACCs and ACEs): these advances are liabilities to commercial banks, with maturity dates up to April 2010 principal payable through the exports of products, in accordance with the shipments, and which interest is paid in cash at the exchange settlement dates and guaranteed by the exported products. After the Company delivers the export documents to the funding banks, these liabilities are denominated “ACE’s” and are recognized as paid only when the foreign customer has made full payment. Central Bank regulations allow companies to obtain short-term financing under ACCs due within 360 days from the scheduled shipment date of export goods or short-term financing under ACEs due within 180 days from the actual shipment date of export goods, in each case from Brazilian banks, but denominated in U.S. dollars.
Trade-related facilities: the subsidiaries Perdigão International Ltd and Plusfood Groep B.V., have several trade-related facilities denominated in U.S. dollars, with maturity dates varying from September 2009 to December 2013 with principal payable in one payment at the end of the contract and interest payable each semester and annually. Perdigão International’s trade-related facilities bear interest at LIBOR plus a margin, with an average margin of 2,7% per year at June 30, 2009 and they have the endorsement of the Company. Perdigão International Ltd and Plusfood Groep B.V. use these net proceeds to import products and for other working capital needs.
Working Capital in US$: BRF — Brasil Foods S.A. uses the Export Credit Note as a working capital line. They are denominated in US$ and can be short or long term with several maturity dates and amortization up to November 2011.
Pre-export facilities: BRF — Brasil Foods S.A had several pre-export facilities with several commercial banks, denominated in US dollars, and maturities from July 2009 to August 2013. The pre-export facilities bear interest at three and six month LIBOR plus a margin, with several amortizations over the period of operation and interest payable in accordance with the LIBOR period. Under each of these facilities, BRF — Brasil Foods S.A. receives a loan from one or more lenders relating to exports of products to customers abroad. The exported products guarantee the facilities.
The maturity schedule is as follows:
|
| Parent Company |
| Consolidated |
|
Current (until June 30, 2010) |
| 1,673,965 |
| 1,567,137 |
|
2010 |
| 1,548,638 |
| 314,157 |
|
2011 |
| 647,366 |
| 948,513 |
|
2012 |
| 546,265 |
| 1,379,393 |
|
2013 |
| 324,399 |
| 456,903 |
|
2014 to 2044 |
| 46,424 |
| 46,425 |
|
|
| 4,787,057 |
| 4,712,528 |
|
52
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
a) Guarantees:
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
Total Debt |
| 4,787,057 |
| 4,865,406 |
| 4,712,528 |
| 5,405,595 |
|
Mortgages guarantees: |
| 719,694 |
| 644,304 |
| 721,765 |
| 647,035 |
|
Related to FINEM - BNDES |
| 693,911 |
| 608,583 |
| 695,982 |
| 611,314 |
|
Others – related to tax incentives and other |
| 25,783 |
| 35,721 |
| 25,783 |
| 35,721 |
|
Collateral of real state guarantees: |
| 17,739 |
| 18,987 |
| 18,403 |
| 19,795 |
|
Related to FINEM - BNDES |
| 17,616 |
| 18,849 |
| 18,280 |
| 19,657 |
|
Others – related to tax incentives and other |
| 123 |
| 138 |
| 123 |
| 138 |
|
b) Covenants:
The Company has export prepayment loans agreements in foreign currency that have financial covenants if the Company is not in compliance which those covenants, the maturity dates of these loans can be accelerated. On June 30, 2009, the Company achieved all the index that is subject in the financing contracts.
Restrictive covenants |
| Principal |
|
Net debt to shareholders’ equity ratio less than 1.5 and net debt to EBITDA ratio less than 3.5 |
| 341,530 |
|
|
|
|
|
Total Liabilities minus Shareholders’ equity less than 2.2, net debt / EBITDA less 3.5 and EBITDA / Net financial expenses excluding exchange effects less than 2.00. |
| 46,416 |
|
|
|
|
|
Lower Current liquidity of 1.1, Total Liabilities minus Shareholders`s equity / Shareholders`s less than 2.2 |
| 33,828 |
|
|
| 421,774 |
|
14. LEASES
The Company is a party to several contracts, which are classified as either operating or financial leases.
a) Operating lease:
The future minimum lease payments for non-cancellable operating leases, in total and for each of the following periods, is presented below:
|
| June 30, |
| March 31, |
|
Up to one year |
| 13,158 |
| 18,919 |
|
More than one year up to five years |
| 45,096 |
| 54,380 |
|
53
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
|
| June 30, |
| March 31, |
|
More than five years |
| 9,483 |
| 9,988 |
|
|
| 67,737 |
| 83,287 |
|
Operating lease payments are recognized as an expense and totaled R$33,772 (R$28,600 on June 30, 2008).
b) Financial lease:
The Company maintains control of the leased assets and recognizes them as equipment and machinery with balances as follows:
|
| June 30, 2009 |
| March 31, |
|
Cost |
| 8,576 |
| 18,365 |
|
Accumulated depreciation (*) |
| (3,643 | ) | (8,895 | ) |
Residual |
| 4,933 |
| 9,470 |
|
(*)The leased assets are depreciated as the rate in the footnote 11 for machinery and equipment.
The mandatory future minimum lease payments registered as “other liabilities” are segregated as follows:
|
| Present value |
| Interests |
| Future |
| Present value |
| Interests |
| Future |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up to one year (June 30, 2010) |
| 1,514 |
| 85 |
| 1,599 |
| 2,598 |
| 99 |
| 2,697 |
|
More than one year up to five years |
| 1,940 |
| 233 |
| 2,173 |
| 4,906 |
| 297 |
| 5,203 |
|
|
| 3,454 |
| 318 |
| 3,772 |
| 7,504 |
| 396 |
| 7,900 |
|
15. 16. COMMITMENTS AND CONTINGENCIES — CONSOLIDATED
a) Provision for contingent liabilities
The Company and its subsidiaries are involved in certain legal proceedings arising from the normal course of business, which include civil, administrative, tax, social insurance and labor lawsuits.
The Company classifies the risk of adverse sentences in the legal suits as “remote”, “possible” or “probable”. The provision recorded by the Company in its financial statements relating to such proceedings fairly reflects the probable losses estimated by Management, based on the analysis of its legal counsel and for which the amount of probable losses is known or can be reasonable estimated.
54
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
The Company is involved in some judicial procedures the values of which, in the event of losses, are not known or cannot reasonably be estimated, especially in the civil area.
a) Provision for probable losses:
Provisions for contingencies were recorded as follows:
|
| Parent Company |
| ||||||||||
|
| Balance |
| Additions |
| Reversals |
| Payments |
| Updates for |
| Balance |
|
Tax (i) |
| 160,229 |
| 12,073 |
| (31,918 | ) | (1,225 | ) | 3,192 |
| 142,351 |
|
Labor (ii) |
| 42,806 |
| 6,869 |
| (4,040 | ) | (4,234 | ) | 1,163 |
| 42,564 |
|
Civil, commercial and other (iii) |
| 16,759 |
| 216 |
| (2,544 | ) | (61 | ) | (41 | ) | 14,329 |
|
(-) Judicial deposits |
| (34,978 | ) | (4,277 | ) | — |
| — |
| — |
| (39,255 | ) |
|
| 184,816 |
| 14,881 |
| (38,502 | ) | (5,520 | ) | 4,314 |
| 159,989 |
|
|
| Consolidated |
| ||||||||||
|
| Balance |
| Additions |
| Reversals |
| Payments |
| Updates for |
| Balance |
|
Tax (i) |
| 160,644 |
| 12,073 |
| (31,918 | ) | (1,225 | ) | 3,210 |
| 142,784 |
|
Labor (ii) |
| 44,448 |
| 6,909 |
| (4,134 | ) | (4,238 | ) | 1,187 |
| 44,172 |
|
Civil, commercial and other (iii) |
| 17,449 |
| 215 |
| (2,545 | ) | (61 | ) | (34 | ) | 15,024 |
|
(-) Judicial deposits |
| (35,214 | ) | (4,277 | ) | — |
| — |
| — |
| (39,491 | ) |
|
| 187,327 |
| 14,920 |
| (38,597 | ) | (5,524 | ) | 4,363 |
| 162,489 |
|
(i) Tax
IRPJ and CSLL total deducibility of tax loss:
The Company has been discussing the issue concerning the full compensation of tax losses and, and, although the jurisprudence of our courts is contrary to this thesis, the Company’s lawsuits have some peculiarities that are not directly related to the thesis. Recently, the Company obtained a favorable decision in the Taxpayers’ Council, with respect to one of its lawsuits. That decision led to the reduction of the fine to the case of 75% (fine of letter) to 20% (penalty for late payment). The Federal Income Office itself has already initiated the process to reduce the amount required. This decision allowed the Company to reverse the difference in provision that amounted of the 75%, plus of their interest, in the amount of R$30,070, leaving only the value of the fine for late payment, 20% of the debt, without application of interest, at the amount of R$1,784 (R$1,784 on March 31, 2009).
Increase in COFINS’s rates:
The Company also challenged the increase in rates of the COFINS, having the action transited adversely in the Supreme Court (STF). Similarly, on the same subject, there is another execution tax action, duly guaranteed by the company, in process in the Foreclosure Tax Court. In June 2008, the Attorney General of the Federal Treasury (Procuradoria Geral da Fazenda Nacional) reviewed the
55
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
fiscal execution for the periods of July and from October to December 1999, reducing the registered debits in accordance to the arguments presented by the Company. Thus, the provisioned amount of R$9,542 was reversed according to the new debt certificate issued by the Attorney General and the remaining provisioned balance totals to R$9,668 (R$9,576 on March 31, 2009). Recently, new arguments have been presented related to the unconstitutionality of this increase, which have not been analyzed by the Supreme Court (STF).
CPMF charge on the income from exports:
The Company has recorded a provision for a contingency of R$28,254 (R$27,742 as of March 31, 2009) regarding a judicial action for non-payment of the CPMF charge on the income from exports, which has not been analyzed by the superior courts. The Company’s suits are in the Third Region Federal Court of Appeals (TRF) and the trial appeal is pending.
Monetary correction of ICMS extemporaneous credits:
The Treasury State of Rio Grande do Sul issued tax assessments disallowing the monetary correction of ICMS extemporaneous credits on raw material acquisitions, electricity services, communication services and transportation service. In relation to the monetary correction of extemporaneous credits, the precedent is against the taxpayer. This subject is under judicial discussion in the Fiscal Executive, whose decisions have not been favorable to the company. The total amount of provisions is R$24,628.
The other tax contingencies refer to judicial claims against the payments of the following taxes: ICMS, PIS/COFINS, INSS, FUNRURAL and SEBRAE, in the total amount of R$78,450 (R$98,495 on March 31, 2009). The recorded provisions refer mainly, to the following subjects:
ICMS:
The Company is discussing principally the utilization of credits on materials for consumption, being the suits in first or second administrative jurisdiction, as well as in judicial phase. The main items refer to the maintenance of credits related to intermediate products used in the productive process and in the basic basket. The provision amounted R$28,022 (R$27,877 on March 31, 2009).
PIS/COFINS:
The Company is discussing administratively the utilization of credits in federal taxes compensation, in the amount of R$28,483 (R$27,815 as of March 31, 2009).
FUNRURAL:
The Company’s lawsuit is in the second jurisdiction. The precedent of the courts allowed the collection over the portion of the production of the integrated partners considered the Company’s own production in which the retention and collection is the Company’s obligation, until Laws 8.212/91 and 8.213/91 were published. The provision amounted R$7,123 (R$7,028 as of March 31, 2009).
SEBRAE:
The Company’s lawsuit is in the Supreme Court (STF) and its precedent is against the Company’s used merits. The provision amounted to R$10,323 (R$10,210 as of March 31, 2009).
(ii) Labor:
The Company and its subsidiaries have 5,105 individual labor claims in progress totaling R$1,562,048 (4,611 individual claims totaling R$1,382,196 as of March 31, 2009), mainly related to overtime and salary inflation adjustments for periods prior to the introduction of the Real (R$), illnesses allegedly contracted at work and work-related injuries and additional others. The labor suits are mainly in the first jurisdiction, and for the majority of the cases a decision for the dismissal of the pleadings has been granted. None of these suits are individually significant. In the cases involving overtime, occupational diseases and occupational accident, judicial decision depends on factual evidence by the applicant.
56
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
The Company recorded a provision based on past history of payments of labor contingencies based on the last five years average payments and for indemnification proceedings based on the last two years average payments and, in 2008, made the adjustments to adequacy the procedures in the acquired Companies. Based on the opinion of the Company’s management and its legal counsel, the provision is sufficient to cover probable losses.
(iii) Civil, commercial and other:
Civil contingencies are mainly related to lawsuits referring to traffic accidents, property damage, physical casualties and others. There are 1,105 cases totaling R$162,876 (1,093 cases totaling R$141,952 at March 31, 2009) for which the provision for losses, when applicable, is based on the opinion of the Company’s management and legal counsel. The civil actions are mostly in lower courts, in probative phase, depending on confirmation or absence of the Company’s guilt, with no right pleadings.
b) Contingencies for possible losses:
The Company is involved in other tax, civil, labor and social security contingencies, for which losses have been assessed as possible, based on analysis of the management and supported by its legal counsel.
The civil, labor and social security contingencies amounted to R$181,348 (R$145,696 as of March 31, 2009).
The tax contingencies amounted to R$866,144 (R$631,436 as of March 31, 2009), and refers, principally, to the following subjects:
Profits earned abroad:
On October 03, 2008, the subsidiary Perdigão Agroindustrial S.A. was assessed by the Federal Income Office about the alleged lack of collection of Income Tax and Social Contribution on profits made by subsidiaries established outside the country in the years 2003 and 2004, at the total amount of R$176,756. The loss probability of this fine is classified as possible based on the fact that the subsidiary abroad is subject to full taxation in the country in which it is based and this determination is protected by the treaty signed between Brazil and Austria to avoid double taxation.
ICMS:
The Company is discussing several processes related to ICMS credits of products with a reduced tax burden, ICMS on exported goods, disallowance of ICMS presumed and untimely tax credits with monetary adjustment.
PIS/COFINS on the payment of interest on shareholders’ equity:
The Company is pleading a claim for non payment of PIS and COFINS on the payment of interest on shareholders’ equity with respect to the years from 2002 to 2008 for PIS and the years from 2004 to 2008 for COFINS at the amount of R$39,930 (R$39,470 on March 31, 2009) which suit is in the first jurisdiction, and the Brazilian courts have not yet appreciated the subject. Based on analysis of the management, and supported by its legal counsel, the loss expectation about this issue is possible, and, therefore, no provision was recorded.
b) Contingent Assets
The Company has initiated legal actions to claim the recovery of various taxes considered unconstitutional by management and its legal counsel. The most relevant claim refers to IPI tax credits.
57
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
The Company will recognize these assets only when a final sentence is granted and the amounts can be fairly estimated.
c) Contractual Purchase Commitments
In the ordinary course of business, the Company enters into certain purchase agreements with third parties for acquisition of raw materials, mainly corn, soybeans and hogs. As of June 30, 2009, such firm commitments amounted to R$83,299 (R$73,206 as of March 31, 2009).
17. SHAREHOLDERS’ EQUITY
a) Capital stock
On February 21, 2008, the Administrative Council approved the merger of the 54% of the shares of Eleva, based in the proportion of 1.74308855 shares of Eleva to one share of Company, in the amount of 20,000,000 of shares issued. As a result, capital is now R$3,445,043, represented by 206,958,103 registered common shares.
On June 30, 2009 capital was represented by 206,958,103 registered common shares, with no par value. Foreign investors held 74,706,300 shares (73,008,194 shares at June 30, 2008) of which 12,708,026 shares (10,216,028 shares at June 30, 2008) were represented by 6,354,013 (5,108,014 ADR’s as of June 30, 2008) American Depositary Receipts — ADR’s.
On July 08, 2009, our shareholders approved, in Extraordinary Shareholders’ Meeting, the issued of 37,637,557 new common shares, by the issued price of R$39,40 (thirty nine reais and forty cents) by share, which were paid by the conference of 226,395,405 shares issued by HFF, increasing our capital stock from R$3,4445,043 to R$4,927,933.
On July 27, 2009, we increased our capital stock, through the issuance of 115 millions of new common shares, with no par value, including in the form of “American Depositary Shares — ADSs”, represented by “American Depositary Receipts — ADRs”, the price for share of R$40,00 (forty reais), on the amount of R$4,600,000.
On July 31, 2009, our capital stock was R$9,527,933 represented by 359,595,660 registered common shares, with no par value. Foreign investor held 120,272,841 shares, including in this amount 23,786,929 shares, represented by 11,893,463 ADRs.
The Company is authorized to increase the share capital, without amendment to the bylaws, up to the limit of 500,000,000 common shares, registered and with no par value.
b) Treasury shares
The Company has 430,485 treasury shares, acquired in previous fiscal years with funds from profit reserves, at an average cost of one Real and eighty-nine cents (R$1.89) per share, for future sale or cancellation.
58
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
c) Conciliation of the shareholders’ equity and the income of the year
|
| Shareholders’ equity |
| Income |
| ||||
|
| June 30, |
| March 31, |
| June 30, |
| March 31, |
|
Balance in the Parent Company |
| 4,018,521 |
| 3,890,929 |
| (117,418 | ) | (241,138 | ) |
Unrealized profit and loss on transactions with subsidiaries |
| (6,249 | ) | (11,836 | ) | 20,759 |
| 15,172 |
|
Balance in the Consolidated |
| 4,012,272 |
| 3,879,093 |
| (96,659 | ) | (255,966 | ) |
18. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - CONSOLIDATED
a) Overview
In the ordinary course of business, the Company is exposed to market risks related to fluctuations in interest rates, foreign exchange and commodity prices. Company uses instruments of protection to minimize its exposure to these risks, based on a Policy for Financial Risk Management (Risk Policy) under the management of the Committee of Financial Risk Management, Executive Directors and the Board.
The Company has implemented policies and procedures to manage such exposures and may enter into instruments of protection, as long as they are approved by the Administration Council, to mitigate the impact of these risks. Such policies and procedures include the monitoring of the Company’s levels of exposure to each market risk, the measuring of each risk including an analysis based on net accounting exposure and a forecast of future cash flows, in addition to establish limits for decision making and use.
The Supervisory Board has a fundamental role in the structure of financial risk management as responsible for the approval of the Risk Policy and for monitoring the compliance of this policy, checking the framework of the overall limits established. Furthermore, it defines the limits of tolerance to different risks identified as acceptable to the Company on behalf of its shareholders.
The Executive Board is responsible for assessing the positioning of the Company for each identified risk, according to the guidelines issued by the Supervisory Board. Furthermore, it is responsible for the approval of: the action plans defined for the alignment of tolerance risk set, performance indicators to be used in risk management, the overall limits and evaluation of suggestions for improvements in the policy.
The Committee on Financial Risk Management is responsible for implementing the Risk Policy. The Committee oversees the process of risk management, plans and notes the impact of decisions implemented, evaluates and approves hedge alternatives, tracks and monitors the levels of exposure to risk and the compliance with the policy, monitors the performance of the hedge operations through reports and evaluates stress scenarios to be applied in operations, cash flow and indebtedness of the Company in accordance with the established policy.
This Risk Policy determines what the strategies to be adopted are, and the Administration employs the equity instruments of protection (hedge) that are approved based on limits of authority. The Supervisory Board, Executive Directors and Committee of Financial Risks have different levels of authority where each of them operates within the limits pre-established by the Policy.
59
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
The Policy does not authorize the Company to contract leveraged transactions in derivative markets and requires that individual hedge transactions are limited to 2.5% of the equity of the Company.
The inputs of operations and updating are recorded in operating systems, with proper segregation of duties in reconciliations with counterparties, and validated by back-office and monitored daily by the financial area.
In view of the hedging transactions purpose to reduce the risks and uncertainties which the Company is exposed, the results in 2009 were fully satisfactory.
On June 30, 2009, as allowed by CVM Deliberation n º 566, the Company applied the accounting protection rules (hedge accounting) for its derivative instruments classified as cash flow hedges, as determined in its policy of financial risk management. The cash flow hedge is to protect the exposure over the variability on the cash flow that (i) is attributable to a particular risk associated with a recognized asset or liability or (ii) a foreseen transaction highly probable, and (iii) could affect profits and losses.
b) Interest rate risk management
Interest rate risk is the risk whereby the Company may incur economic losses due to adverse changes in interest rates, which may be caused by factors related to crisis of confidence and / or monetary policy change in domestic and foreign markets, etc. This exposure to interest rates risk relates mainly to changes in the market interest rates affecting the Company’s assets and liabilities indexed to LIBOR, TJLP (BNDES - Long-Term Interest Rates), UMBNDES or to the CDI (Interbank Deposit Certificates) interest rates in addition to any positions prefixed in any of indexer above mentioned that may cause unrealized losses and / or realized (early settlement) arising from the determination of fair market value (marking to market).
The Company´ s Risk Policy does not restrict the exposure to different interest rates and does not establish limits between pre and pos fixed rates.
The primary aims of the Risk Policy is to minimize the costs of debt service. For that the Company monitors continually the market interest rate with the purpose of evaluating the eventual necessity of contracting derivative operations to protect itself against the volatility risk of these rates. These operations are characterized primarily by swap exchange rate contracts, which changes the rate fixed by post-pre-set, and which were designated by the Company to hedge accounting for cash flow (see item 18g).
The Company seeks to maintain a stable relationship with his debt for short and long term, maintaining a higher proportion in the long term. In addition, the Company has debt pre and post-set that together also minimize exposure to risks.
The debt is tied, essentially, to the LIBOR, Fixed Coupon (R$ e USD), TJLP and UMBNDES rates. The occurrence of adverse changes in the market that results in the elevation of LIBOR, the cost of post-fixed debt rises and, on the other hand, the cost pre-fixed debt is reduced. The same consideration is also applicable to TJLP.
Concerning Company’s applications, the leading index is the CDI to the internal market operations and Fixed Coupon (USD) to the external market operations. Since occurring CDI increase, the results become favorable, while the occurrence of his fall, the results become unfavorable, although, it does not expose Company to market risks.
The following table summarizes the changes in interest rates and the impact to the Company.
60
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
Interest Risk – Pre-fixed |
| Interest Risk – Pos-fixed | ||||||||||||
Rate |
| Exposure |
| Variation |
| Impact |
| Rate |
| Exposure |
| Variation |
| Impact |
CDI |
| Aplications |
| + |
| - |
| CDI |
| Aplications |
| + |
| + |
CDI |
| Aplications |
| - |
| + |
| CDI |
| Aplications |
| - |
| - |
CDI |
| Liabilities |
| + |
| + |
| CDI |
| Liabilities |
| + |
| - |
CDI |
| Liabilities |
| - |
| - |
| CDI |
| Liabilities |
| - |
| + |
Libor/Cupom USD |
| Aplications |
| + |
| - |
| TJLP |
| Liabilities |
| + |
| - |
Libor/Cupom USD |
| Aplications |
| - |
| + |
| TJLP |
| Liabilities |
| - |
| + |
Libor/Cupom USD |
| Liabilities |
| + |
| + |
| Libor |
| Liabilities |
| + |
| - |
Libor/Cupom USD |
| Liabilities |
| - |
| - |
| Libor |
| Liabilities |
| - |
| + |
The global crisis started on 2008 caused severe reduction of international interest rates, with Libor reaching very low values as compared to its historical rates. This scenario provided a reduction in financial costs of the Company that has most of its debt post-fixed at Libor.
Moreover, the slower decline of domestic interest rate (Selic) and its consequent impact on rates of CDI, the results remained with the financial applications at favorable levels.
In this sense, the results obtained with respect to the objectives proposed by the Company about the exposure to interest rates were fully achieved in 2009.
The operations inputs and updating are recorded in operating systems, with proper segregation of duties in reconciliations with counterparties, and validated by operational support area (back-office) and monitored daily by the financial area.
c) Exchange risk management
Exchange rate risk is the risk that changes in foreign currency exchange rates may cause the Company to incur losses, leading to a reduction in assets or an increase in liabilities, The Company’s primary exposures to foreign currency exchange variations are those of the US dollar, Euro and Sterling Pound against the Real.
The objectives of the Company’s Risk Policy is to hedge its exposure to foreign currencies through balancing its non-Real denominated assets against its non-Real denominated liabilities, in order to protect its balance sheet. In order to do this (SWAP), the Company enters into futures exchange (BM&F) transactions (see table below):
i) Composition of foreign currency exposure balances:
Assets and liabilities denominated in foreign currencies are shown bellow:
|
| June 30, |
| March 31, |
|
Cash, cash equivalents and financial investments |
| 1,272,771 |
| 1,478,274 |
|
Contracts of exchange rates (swaps) - nominal value |
| 433,259 |
| 661,441 |
|
Contracts for future U.S. dollars - face value |
| 487,900 |
| 463,040 |
|
Contracts the term (NDF) - face value ** |
| (54,645 | ) | — |
|
Loans and financing |
| (3,322,906 | ) | (4,141,481 | ) |
Other operating assets and liabilities, net * |
| 164,455 |
| 273,377 |
|
|
| (1,019,166 | ) | (1,265,349 | ) |
|
|
|
|
|
|
Exposure in foreign currency exchange rate in R$ |
| (1,019,166) |
| (1,265,349 | ) |
Exposure in foreign currency exchange rate in US$ |
| (522,220) |
| (546,540 | ) |
61
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION – CVM | |
ITR – Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
06.01 – EXPLANATORY NOTES |
|
(*) Refers, basically, to inventories acquisition and trade accounts payable.
(**) Transactions non designated as Hedge Accounting, impacting the financial results and not the net equity.
In addition, the Company’s Risk Policy aims to protect operating income and costs that involved operations arising from commercial activities, such as estimates of exports and purchase of raw material. For this, the Company uses protection instruments, approved by Risk Policy, mainly NDF operations of R$318,111 (US$163,000), where R$263,470 (US$ 135,000) designated as Hedge Accounting impacting the net equity and R$54,645 (US$ 28,000) non designated impacting the financial results.
In order to perform an active risk management and following the Risk Policy, the Company conducts daily monitoring, through reports issued by the financial area and validated by the operational support area (back office), of cash-flow needs and foreign exchange exposure.
In the first semester of 2009 we had a depreciation of USD, the strategy adopted by the Company has achieved the objectives of minimizing the effects of exchange rates movements to limit the foreign exchange exposure and mitigate the risks. The financial gains recorded in the balance with respect to exchange rate fluctuations, primarily the USD, resulted in no impact on cash of the Company, due to the foreign currency debt is concentrated in the long term.
62
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
ii) Composition of the balance of derivative financial instruments to the equity protection
The position of derivatives outstanding on June 30, 2009 and March 31, 2009 is as follows:
Instrument |
| Object of |
| Maturity |
| Receiving |
| Payable |
| Reference |
| Market |
| Unrealized |
|
Swap (balcão – CETIP) |
| Interest Rate |
| July 2009 |
| R$/TR (9.31%) |
| R$/CDI weighted average 93.72% of CDI) |
| 11,944 |
| (28 | ) | 8 |
|
Swap (balcão – CETIP) |
| Exchange Rate |
| From July 2009 to October 2009 |
| US$ (E.R.) + 1.20% |
| R$/CDI (100% of CDI) |
| 592,289 |
| (39,625 | ) | (594 | ) |
Swap (balcão – CETIP) |
| Exchange Rate |
| September 2009 |
| R$ (Pre de 11%) |
| US$ (E.R.) + 5.10% |
| 46,304 |
| 8,836 |
| 883 |
|
Swap (balcão – CETIP) |
| Exchange Rate |
| From July 2009 to December 2011 |
| US$ (E.R.) + LIBOR 3M + 3.92% |
| R$ (97.83% CDI) |
| 330,750 |
| (36,379 | ) | (35,028 | ) |
Swap (balcão – CETIP) |
| Exchange Rate |
| From July 2009 to September 2011 |
| R$ (118.5% CDI) |
| US$ (E.R.) + 83% of CDI |
| 86,144 |
| (6,077 | ) | (4,609 | ) |
Swap (balcão – CETIP) |
| Exchange Rate |
| From July 2009 to July 2013 |
| US$ (E.R.) + 7% |
| R$ (76% CDI) |
| 56,112 |
| 2,648 |
| 2,472 |
|
Swap (balcão – CETIP) |
| Interest Rate (Libor) |
| From August 2009 to August 2012 |
| US$ (E.R.) + LIBOR 3M + 1.94% |
| US$ (E.R.) + 4.74% |
| 146,362 |
| (3,875 | ) | (3,544 | ) |
Swap (balcão – CETIP) |
| Interest Rate (Libor) |
| From July 2009 to August 2013 |
| US$ (E.R.) + LIBOR 6M + 0.75% |
| US$ (E.R.) + 3.77% |
| 838,762 |
| (21,610 | ) | (18,587 | ) |
Swap (balcão – CETIP) |
| Interest Rate (Libor) |
| From December 2009 to August 2012 |
| US$ (E.R.) + LIBOR 12M + 0.71% |
| US$ (E.R.) + 3.69% |
| 198,025 |
| (2,955 | ) | (2,955 | ) |
NDF (balcão – CETIP) |
| Exchange Rate |
| From July 2009 to November 2009 |
| R$/PRE (12.10%) |
| US$ (E.R.) |
| 335,540 |
| 24,007 |
| 1,444 |
|
Future Contracts (BM&F) |
| Exchange Rate |
| August 2009 |
| US$ (E.R.) |
| R$ |
| 487,900 |
| (1,529 | ) | — |
|
|
|
|
|
|
|
|
|
|
|
|
| (76,587 | ) | (60,510 | ) |
63
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
Instrument |
| Object of |
| Maturity |
| Receiving |
| Payable |
| Reference value |
| Market |
| Unrealized |
|
Swap (balcão – CETIP) |
| Interest Rate |
| July 2009 |
| R$/TR (9.31%) |
| R$/CDI weighted average 93.72% of CDI) |
| 11,944 |
| (34 | ) | 35 |
|
Swap (balcão – CETIP) |
| Exchange Rate |
| From April 2009 to August 2009 |
| US$ (E.R.) + 2.33% |
| R$/CDI (100% of CDI) |
| 635,023 |
| 20,651 |
| 2,155 |
|
Swap (balcão – CETIP) |
| Exchange Rate |
| From April 2009 to December 2011 |
| US$ (E.R.) + LIBOR 6M + 3.92% |
| R$ (97.83% CDI) |
| 330,750 |
| (32,724 | ) | (31,062 | ) |
Swap (balcão – CETIP) |
| Exchange Rate |
| From June 2009 to September 2011 |
| R$ (118.5% CDI) |
| US$ (E.R.) + 83% of CDI |
| 86,144 |
| (20,962 | ) | (3,067 | ) |
Swap (balcão – CETIP) |
| Exchange Rate |
| From July 2009 to July 2013 |
| US$ (E.R.) + 7% |
| R$ (76% CDI) |
| 56,112 |
| 7,028 |
| 6,842 |
|
Swap (balcão – CETIP) |
| Interest Rate (Libor) |
| From June 2009 to August 2013 |
| US$ (E.R.) + LIBOR 6M + 0.83% |
| US$ (E.R.) + 4.13% |
| 526,897 |
| (29,728 | ) | (28,685 | ) |
Swap (balcão – CETIP) |
| Interest Rate (Libor) |
| From May 2009 to August 2012 |
| US$ (E.R.) + LIBOR 3M + 0.50% |
| US$ (E.R.) + 3.96% |
| 83,575 |
| (6,770 | ) | (6,448 | ) |
NDF (balcão – CETIP) |
| Exchange Rate |
| From April 2009 to August 2009 |
| R$/PRE (12.62%) |
| US$ (E.R.) |
| 271,868 |
| (8,739 | ) | 2,363 |
|
Future Contracts (BM&F) |
| Exchange Rate |
| May 2009 |
| US$ (E.R.) |
| R$ |
| 463,040 |
| (4,854 | ) | — |
|
|
|
|
|
|
|
|
|
|
|
|
| (76,132 | ) | (57,867 | ) |
(1) The method of the market value assessment used by the Company is “marked-to-market” (MTM), which is to determine the future value based on the conditions employed and to determine the present value based on curves of the market, from the Bloomberg database.
The Company contracted swap operations, NDF and future contracts with the objective of minimizing the effects of changes in exchange rates and to protect against changes in interest rates.
The Administration believes that the results obtained with these derivative transactions meet the Risk Policy adopted by the Company.
64
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
d) Gains and losses on derivative financial instruments for equity protection
The value of gains and losses recorded in the period affected both the outcome of the Company under the heading of Revenue (Expenses) and the Shareholders’ Equity, as shown below:
|
| Parent Company |
| Consolidated |
| ||||
|
| Result |
| Shareholders’ equity |
| Result |
| Shareholders’ equity |
|
Protection derivatives |
|
|
|
|
|
|
|
|
|
Interest risk |
| — |
| (62,251 | ) | — |
| (62,251 | ) |
Sub total |
| — |
| (62,251 | ) | — |
| (62,251 | ) |
|
|
|
|
|
|
|
|
|
|
Trading derivatives |
|
|
|
|
|
|
|
|
|
Interest rate risks |
| 8 |
| — |
| 8 |
| — |
|
Exchange risks |
| 1,733 |
| — |
| 1,733 |
| — |
|
Sub total |
| 1,741 |
| — |
| 1,741 |
| — |
|
Total |
| 1,741 |
| (62,251 | ) | 1,741 |
| (62,251 | ) |
e) Composition of financial instruments balances by category - except derivatives - Consolidated
|
| June 30, 2009 |
| March 31, 2009 |
| ||||||||||||
|
| Loans and |
| Available |
| Held to |
| Total |
| Loans and |
| Available |
| Held to |
| Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial applications |
| — |
| 612,874 |
| — |
| 612,874 |
| — |
| 732,757 |
| — |
| 732,757 |
|
Trade accounts receivable and other receivables |
| 1,155,075 |
| — |
| — |
| 1,155,075 |
| 1,333,276 |
| — |
| — |
| 1,333,276 |
|
Investments |
| — |
| — |
| 1,028 |
| 1,028 |
| — |
| — |
| 1,028 |
| 1,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and financing in local currency |
| (1,308,849 | ) | — |
| — |
| (1,308,849 | ) | (1,257,851 | ) | — |
| — |
| (1,257,851 | ) |
Loan and financing in foreign currency |
| (3,322,914 | ) | — |
| — |
| (3,322,914 | ) | (4,065,389 | ) | — |
| — |
| (4,065,389 | ) |
Debentures |
| (4,178 | ) | — |
| — |
| (4,178 | ) | (6,264 | ) | — |
| — |
| (6,264 | ) |
Total |
| (3,480,866 | ) | 612,874 |
| 1,028 |
| (2,866,964 | ) | (3,996,228 | ) | 732,757 |
| 1,028 |
| (3,262,443 | ) |
65
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
f) Composition of financial instruments balances designated for cash flow hedge accounting
The Company made the formal designation of its operations subject to protection accounting (hedge accounting) for the derivative financial instruments for the protection of cash flows, documenting: (i) the relationship of the hedge, (ii) the purpose and strategy management Company’s risk in taking the hedge, (iii) identification of the instrument, (iv) the coverage transaction or subject, (v) the nature of the risk to be hedged, (vi) a description of the coverage, (vii) to demonstrate the correlation between the hedge and the object of coverage, if applicable, and (viii) the prospective demonstration of the effectiveness of hedge.
Transactions for which the Company made the determination of the protection accounting are highly likely, present an exhibition of variation of cash flow that could affect profit and loss and are highly effective in achieving changes in fair value or cash flow attributable to hedged risk, consistently to the originally documented risk in the Risk Policy.
From the application of the protection accounting for derivatives to protect the risk of interest rates that affect cash flows, the Company recorded the gain or loss of the part of the effective hedge in equity, in a separate component until the coverage object affects the outcome, moment in which this portion of the hedge should also affect the outcome. The impacts booked in equity are shown below:
i) Parent Company and Consolidated
Hedge |
| Object of |
|
|
|
|
| Swap Accrual Balance |
| Swap MTM Balance |
| Adjust |
| ||||
instruments |
| hedge |
| Risk protected |
| Maturity |
| Asset |
| Liability |
| Asset |
| Liability |
| Equity |
|
Swap contract of US$65,000 (Asset Libor 6 months +1.75%/ Liability 4.22%) |
| Debt of US$65,000 to the Libor 6 months interest + overlibor 1.75% |
| Libor Post x Fixed |
| 07.25.2012 |
| 1,839 |
| (2,305 | ) | 622,845 |
| (624,939 | ) | (1,628 | ) |
Swap contract of US$75,000 (Asset Libor 6 months / Liability 4.06%) |
| Debt of US$75,000 to the Libor 6 months interest + overlibor 0.9% |
| Libor Post x Fixed |
| 07.22.2013 |
| 968 |
| (2,278 | ) | 843,016 |
| (851,401 | ) | (7,075 | ) |
Swap contract of US$30,000 (Asset Libor 6 months +0.8%/ Liability 4.31%) |
| Debt of US$30,000 to the Libor 6 months interest + overlibor 0.8% |
| Libor Post x Fixed |
| 08.23.2013 |
| 466 |
| (743 | ) | 391,194 |
| (393,680 | ) | (2,208 | ) |
Swap contract of US$20,000 (Asset Libor 6 months +0.8%/ Liability 4.36%) |
| Debt of US$20,000 to the Libor 6 months interest + overlibor 0.8% |
| Libor Post x Fixed |
| 07.19.2013 |
| 389 |
| (667 | ) | 261,733 |
| (263,589 | ) | (1,578 | ) |
Swap contract of US$20,000 (Asset Libor 3 months +0.5%/ Liability 3.96%) |
| Debt of US$20,000 to the Libor 3 months interest + overlibor 0.5% |
| Libor Post x Fixed |
| 08.10.2012 |
| 81 |
| (219 | ) | 483,965 |
| (485,654 | ) | (1,550 | ) |
Swap contract of US$20,000 (Asset Libor 3 months +0.5%/ Liability 3.96%) |
| Debt of US$20,000 to the Libor 3 months interest + overlibor 0.5% |
| Libor Post x Fixed |
| 08.15.2012 |
| 70 |
| (202 | ) | 483,678 |
| (485,360 | ) | (1,551 | ) |
Swap contract of US$10,000 (Asset Libor 3 months +0.5%/ Liability 3.96%) |
| Debt of US$10,000 to the Libor 3 months interest + overlibor 0.5% |
| Libor Post x Fixed |
| 08.20.2012 |
| 29 |
| (90 | ) | 241,690 |
| (242,528 | ) | (777 | ) |
Swap contract of US$20,000 (Asset Libor 6 months / Liability 3.82%) |
| Debt of US$20,000 to the Libor 6 months interest + overlibor 1.45% |
| Libor Post x Fixed |
| 03.20.2013 |
| 189 |
| (414 | ) | 224,703 |
| (226,680 | ) | (1,751 | ) |
Swap contract of US$30,000 (Asset Libor 6 months / Liability 3.79%) |
| Debt of US$30,000 to the Libor 6 months interest + overlibor 1.45% |
| Libor Post x Fixed |
| 02.13.2013 |
| 346 |
| (721 | ) | 337,881 |
| (340,825 | ) | (2,569 | ) |
66
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
Swap contract of US$25,000 (Asset Libor 6 months +1.65%/ Liability 4.15%) |
| Debt of US$25,000 to the Libor 6 months interest + overlibor 1.65% |
| Libor Post x Fixed |
| 05.10.2013 |
| 114 |
| (163 | ) | 281,295 |
| (281,895 | ) | (551 | ) |
Swap contract of US$50,000 (Asset Libor 6 months +0.60%/ Liability 2.98%) |
| Debt of US$50,000 to the Libor 6 months interest + overlibor 0.60% |
| Libor Post x Fixed |
| 12.19.2012 |
| — |
| — |
| 644,174 |
| (644,494 | ) | (320 | ) |
Swap contract of US$50,000 (Asset Libor 6 months +0.60%/ Liability 2.99%) |
| Debt of US$50,000 to the Libor 6 months interest + overlibor 0.60% |
| Libor Post x Fixed |
| 11.26.2012 |
| 62 |
| (105 | ) | 646,274 |
| (646,777 | ) | (460 | ) |
Swap contract of US$30,000 (Asset Libor 3 months +3.85%/ Liability 5.78%) |
| Debt of US$30,000 to the Libor 3 months interest + overlibor 3.85% |
| Libor Post x Fixed |
| 05.15.2012 |
| — |
| — |
| 561,216 |
| (560,882 | ) | 334 |
|
Swap contract of US$50,000 (Asset Libor 6 months +1.55%/ Liability 3.55%) |
| Debt of US$50,000 to the Libor 6 months interest + overlibor 1.55% |
| Libor Post x Fixed |
| 07.02.2012 |
| — |
| — |
| 380,783 |
| (381,229 | ) | (446 | ) |
Swap contract of US$50,000 (Asset Libor 12 months +0.71%/ Liability 3.57%) |
| Debt of US$50,000 to the Libor 12 months interest + overlibor 0.71% |
| Libor Post x Fixed |
| 11.19.2012 |
| — |
| — |
| 276,132 |
| (277,291 | ) | (1,159 | ) |
Swap contract of US$50,000 (Asset Libor 12 months +0.71%/ Liability 3.82%) |
| Debt of US$50,000 to the Libor 12 months interest + overlibor 0.71% |
| Libor Post x Fixed |
| 11.26.2012 |
| — |
| — |
| 275,919 |
| (277,715 | ) | (1,796 | ) |
Swap contract of US$45,000 (Asset 118.5%CDI / Liability 83%CDI + Exchange Variation of the Principal) |
| Debt of US$45,000 to interest of 118.5% CDI (BRL) |
| CDI X CDI + E.R. |
| 09.01.2011 |
| 733 |
| (2,201 | ) | 19,961 |
| (26,038 | ) | (4,609 | ) |
Swap contract of US$35,000 (Asset 7% a.a / Liability 76%CDI ) |
| Debt of US$35,000 to interest of 7% a.a. (USD) |
| Cupom USD X CDI |
| 07.15.2013 |
| 2,218 |
| (2,042 | ) | 20,187 |
| (17,539 | ) | 2,472 |
|
Swap contract of US$50,000 (Asset Libor 3 months + overlibor 2.50% / Liability 92.5% CDI) |
| Debt of US$50,000 to the Libor 3 months interest + overlibor 2.50% |
| Libor X CDI |
| 10.01.2013 |
| 914 |
| (2,067 | ) | 15,076 |
| (28,443 | ) | (12,214 | ) |
Swap contract of US$100,000 (Asset Libor 3 months + overlibor 4.50% / Liability 100%CDI ) |
| Debt of US$100,000 to the Libor 3 months interest + overlibor 1.00% + Bail to the 3.5% a.a. interest. |
| Libor X CDI |
| 12.23.2013 |
| 207 |
| (405 | ) | 43,805 |
| (66,816 | ) | (22,815 | ) |
|
|
|
|
|
|
|
| 8,625 |
| (14,622 | ) | 7,055,527 |
| (7,123,775 | ) | (62,251 | ) |
67
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 07.15.2009 |
| 11,315 |
| (9,758 | ) | 11,347 |
| (9,762 | ) | 27 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 09.24.2009 |
| 20,752 |
| (19,516 | ) | 20,618 |
| (19,501 | ) | (118 | ) |
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 07.15.2009 |
| 10,535 |
| (9,758 | ) | 10,556 |
| (9,762 | ) | 16 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 07.15.2009 |
| 10,605 |
| (9,758 | ) | 10,645 |
| (9,762 | ) | 36 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 10.20.2009 |
| 20,998 |
| (19,516 | ) | 21,228 |
| (19,483 | ) | 262 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 07.22.2009 |
| 21,248 |
| (19,516 | ) | 21,274 |
| (19,534 | ) | 8 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 07.29.2009 |
| 20,455 |
| (19,516 | ) | 20,482 |
| (19,543 | ) | — |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 09.28.2009 |
| 20,422 |
| (19,516 | ) | 20,332 |
| (19,502 | ) | (76 | ) |
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 10.27.2009 |
| 20,371 |
| (19,516 | ) | 20,173 |
| (19,475 | ) | (157 | ) |
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 08.24.2009 |
| 19,705 |
| (19,516 | ) | 19,841 |
| (19,530 | ) | 122 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 08.28.2009 |
| 19,559 |
| (19,516 | ) | 19,662 |
| (19,520 | ) | 100 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 09.30.2009 |
| 19,540 |
| (19,516 | ) | 19,603 |
| (19,501 | ) | 78 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 07.30.2009 |
| 19,610 |
| (19,516 | ) | 19,769 |
| (19,542 | ) | 133 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 11.27.2009 |
| 19,550 |
| (19,516 | ) | 19,792 |
| (19,440 | ) | 318 |
|
NDF contract |
| Export billed in the month of maturity of the hedge instrument |
| FX USD x R$ |
| 11.20.2009 |
| 19,652 |
| (19,516 | ) | 19,908 |
| (19,445 | ) | 328 |
|
|
|
|
|
|
|
|
| 274,317 |
| (263,466 | ) | 275,230 |
| (263,302 | ) | 1,077 |
|
The derivative financial instruments that do not meet the criteria required by CVM Deliberation n º 566 were not accounted for in accordance with the hedge accounting method and were recorded on the balance sheet at their fair value with changes in the outcome of the recognition of fair value.
The Company has no transaction that was previously classified as asset protection and left to be classified as such, therefore, no impact affected the result.
g) Determination of financial instruments fair value - Consolidated
The estimated fair value for financial instruments employed by the Company was determined using available information in the appropriate methodologies for assessments. However, considerable trial was required in interpreting market data to produce the estimated fair value of each transaction. As a result the estimates below do not indicate, necessarily, the amounts that will be effectively achieved at the date of transactions financial settlement.
|
| Carrying value |
| Fair value |
|
Cash and cash equivalents |
| 819,841 |
| 819,841 |
|
Applications |
| 612,874 |
| 612,874 |
|
Trade accounts receivable |
| 1,144,056 |
| 1,144,056 |
|
Loans and financing (debts) |
| (4,635,941 | ) | (4,635,941 | ) |
Trade accounts payable |
| (1,062,923 | ) | (1,062,923 | ) |
Derivatives unrealized losses (Note 18) |
| (76,587 | ) | (76,587 | ) |
|
| (3,198,680 | ) | (3,198,680 | ) |
68
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
h) Commodities risk management
In the normal course of its operations, the Company purchases commodities, mainly corn, soy meal and live hogs - the main individual component of the Company’s cost.
The price of corn and soy meal are subject to volatility resulting from weather conditions, crop yield, transportation and storage costs, governmental agricultural policies, currency exchange rates, and the fluctuations of the prices of these commodities in the international market, among other factors. The price of hogs purchased from producers is subject to market conditions and are affected by offer in the domestic market and levels of demand in the international market, among other aspects.
The Risk Policy establish limits to protection of flow of purchases of corn and soybean meal, in order to reduce the impact of increased prices of these raw material, can be used for that purpose of derivatives instruments or use of the administration of the inventory. Currently it uses only the administration of their levels of inventory as a tool of protection.
As of June 30, 2009 there were no commodity’s derivatives outstanding and the Company does not made any derivative agreements involving commodities.
i) Principal transactions and future commitments
The main object transactions of cash flow protection are from NDF operations, which sells up “forward” rate on a specific date in the future (maturity date) and whose liquidation value is caused by the difference between the “forward” rate sold and the rate of the day before the maturity date, multiplied by the value of the contract (notional).
The table below shows the deadlines for the financial impact:
|
| June 30, 2009 |
| ||
|
| R$xUSD |
| ||
Maturity |
| Notional |
| Average USD |
|
July 2009 |
| 48,000 |
| 2,1284 |
|
August 2009 |
| 45,000 |
| 2,2259 |
|
September 2009 |
| 30,000 |
| 2,0616 |
|
October 2009 |
| 20,000 |
| 2,1266 |
|
November 2009 |
| 20,000 |
| 2,0543 |
|
TOTAL |
| 163,000 |
|
|
|
j) Guarantees - Parent Company
The Company has on the BM&F, CDB and Deposit Bank, used as collateral for transactions in Future U.S. dollars contracts.
Here, we present the composition of the collateral values:
Type |
| June 30, 2009 |
| March 31, 2009 |
|
CDB |
| 24,000 |
| 50,500 |
|
Bank guarantee |
| 48,000 |
| 25,000 |
|
|
| 72,000 |
| 75,500 |
|
69
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
k) Table of sensitivity analysis
The Company has loans and financing in foreign currency and derivative financial instruments to eliminate (or mitigate) risks incurred by the foreign exchange exposure
The table below considers 03 scenarios, being the likely scenario adopted by the Company. These scenarios were defined based on the expectation of the Management for the changes in the exchange rate at the expiration date of their contracts subject to these risks. The likely scenario refers to the results from the derivative operations if the closing dollar of June 30, 2009 were kept (Note 3z).
In addition to this scenario, CVM Instruction No. 475 determined that 02 other scenarios are presented with the deterioration of 25% and 50% of the risk variable considered. These scenarios are presented in accordance with the regulations of the CVM.
The Company evaluates only the changes in foreign currency as a major risk factor, as it is the variable that is more impacted by the other variables such as interest rates, commodities, stock exchanges.
Operation |
| Risk |
| Probable |
| Scenario (II) |
| Scenario (III) |
|
Future |
| Appreciation of R$ |
| (1,528 | ) | 121,637 |
| 244,802 |
|
NDF |
| Depreciation of R$ |
| 12,079 |
| (1,587 | ) | (15,252 | ) |
NDF (Hedge Accounting) |
| Depreciation of R$ |
| 11,928 |
| (53,897 | ) | (119,723 | ) |
Export |
| Depreciation of R$ |
| (11,928 | ) | 53,897 |
| 119,723 |
|
SWAP |
| Appreciation of R$ |
| (30,818 | ) | 99,306 |
| 229,429 |
|
Debt in foreign currency |
| Depreciation of R$ |
| — |
| 167,010 |
| 334,020 |
|
Cash and Cash Equivalents indexed in foreign currency |
| Depreciation of R$ |
| — |
| (849,873 | ) | (1,699,746 | ) |
Total |
|
|
| (8,339 | ) | (517,404 | ) | (1,026,470 | ) |
|
|
|
|
|
|
|
|
|
|
Premise |
| Exchange rate |
| 1.95 | (*) | 2.44 |
| 2.93 |
|
(*) note 3 z.
70
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
19. FINANCIAL INCOME (EXPENSES) NET - CONSOLIDATED
|
| June 30, 2009 |
| June 30, 2008 |
|
Expenses relating to variation in liabilities accounts: |
|
|
|
|
|
Interest expense |
| (211,389 | ) | (138,958 | ) |
Exchange variation |
| 485,464 |
| 40,335 |
|
Financial transactions tax (CPMF) |
| — |
| 67 |
|
Other expenses |
| (51,927 | ) | (21,386 | ) |
|
| 222,148 |
| (119,942 | ) |
Income relating to variation in assets accounts: |
|
|
|
|
|
Interest Income |
| 56,883 |
| 45,028 |
|
Exchange variation |
| (58,433 | ) | 109,151 |
|
Earns (losses) from translation effects of investments abroad |
| (157,786 | ) | (46,523 | ) |
Other income |
| 4,436 |
| 9,791 |
|
|
| (154,900 | ) | 117,447 |
|
Net financial expense |
| 67,248 |
| (2,495 | ) |
71
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
20. RELATED PARTIES – PARENT COMPANY
i) Transactions and Balances
Transactions arising from related parties were made in usual market conditions, based on contract. The average term to maturity of loan transactions is 02 years and for the transactions of accounts payable and receivable is approximately 30 days.
The assets and liabilities balances on June 30, 2009, and the transactions that influence the income of the year are as follows:
|
| Advance to future capital increase |
| Loans |
| Accounts |
| Other receivable |
| Sales (Purchases) |
| Income |
| ||||||||||||
Companies |
| June 30, |
| March |
| June |
| March |
| June |
| March |
| June 30, |
| March |
| June 30, |
| June 30, |
| June |
| June 30, |
|
Perdigão Agroin. S.A. |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 182,316 |
| (437 | ) | (586 | ) | 1,129 |
|
Batávia S.A. |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 591 |
| — |
| — |
|
Instituto Perdigão de Sustentabilidade |
| — |
| — |
| 5,061 |
| 5,061 |
| — |
| — |
| — |
| — |
| — |
| — |
| 153 |
| — |
|
Sino dos Alpes Alimentos Ltda |
| — |
| — |
| — |
| — |
| (20 | ) | (17,503 | ) | 315 |
| — |
| (1,685 | ) | — |
| — |
| — |
|
Avipal Nordeste S.A. |
| 227,366 |
| 221,661 |
| (3,635 | ) | (2,568 | ) | (5,135 | ) | (8,065 | ) | (37,623 | ) | (22,431 | ) | (37,289 | ) | (42,536 | ) | (102 | ) | — |
|
Avipal Alimentos S.A |
| — |
| — |
| — |
| — |
| 12 |
| 31 |
| — |
| — |
| 1,060 |
| 4,653 |
| — |
| (238 | ) |
Avipal S.A Construtora e Incorporadora |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 1 |
|
UP Alimentos Ltda. |
| — |
| — |
| — |
| — |
| (2,565 | ) | (6,189 | ) | — |
| 1,563 |
| (25,462 | ) | — |
| — |
| — |
|
Perdigão Trading S.A. |
| — |
| — |
| 379 |
| 379 |
| — |
| — |
| 410 |
| — |
| — |
| — |
| 11 |
| — |
|
PSA Laboratório Veterinário Ltda. |
| 20,576 |
| 20,500 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
Crossban Holding GMBH |
| — |
| — |
| 14 |
| 12 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
Perdigão Europe |
| — |
| — |
| — |
| — |
| 239,485 |
| 320,971 |
| — |
| — |
| 172,162 |
| — |
| — |
| — |
|
Perdigão Internat. Ltd. |
| — |
| — |
| (8,248 | ) | (8,561 | ) | 480,521 |
| 311,994 |
| (74,304 | ) | — |
| 817,491 |
| — |
| (42 | ) | — |
|
Highline Internat. Ltd. |
| — |
| — |
| (3,559 | ) | (4,222 | ) | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
Establecimientos Levino Zaccardi y Cia S.A. |
| — |
| — |
| 7,837 |
| 7,837 |
| — |
| — |
| — |
| — |
| — |
| — |
| 33 |
| 35 |
|
|
| 247,942 |
| 242,161 |
| (2,151 | ) | (2,062 | ) | 717,298 |
| 601,239 |
| (111,202 | ) | (20,868 | ) | 1,108,593 |
| (37,729 | ) | (533 | ) | 927 |
|
All the transactions between the subsidiaries were eliminated the consolidated financial statements and refer to the trade and financial operations.
21. INSURANCE COVERAGE
The Company has a policy of taking out insurance coverage for assets subject to risks at amounts deemed sufficient to cover claims, taking into consideration the nature of its operations. The assumptions for the risks adopted, given their nature, are not part of the scope of an audit of the financial statements and the Company’s independent auditors have not examined or reviewed them.
72
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
Subject |
| Type of risk |
| Coverage amount |
Property, plant and equipment and inventories |
| Fire, windstorm, lightning breakage of machines, deterioration of refrigerated products, loss of profit and other risks |
| 5,051,695 |
|
|
|
|
|
Domestic transportation |
| Road risk and carrier’s civil liabilities |
| Amounts calculated based on the registered cargo |
|
|
|
|
|
Civil liability |
| Third-party claims |
| 147,835 |
|
|
|
|
|
Credit risk |
| Default payments |
| 17,809 |
On 03.21.09, the company suffered a fire that struck its unit of Rio Verde, Goiás State. The Company has insurance coverage and has being in final determination of the financial impacts. Until June 30, 2009 the Company made an estimate based on best available information and recorded a net loss limited to the insurance policy of R$1,474 recorded in other operating results in the statement of income.
22. MANAGEMENT AND EMPLOYEES PROFIT SHARING
The Company and its subsidiaries Avipal Nordeste S.A., Avipal Centro-Oeste S.A. and Avipal S.A. Alimentos entered into a collective bargaining agreement with the unions of the main categories for profit sharing for all its employees observing previously negotiated performance indicators, in compliance with the Law 10.101/00.
Management profit sharing complies with the provisions of the bylaws and approval of the board of directors.
23. SUPPLEMENTAL RETIREMENT PLAN
Perdigão — Sociedade de Previdência Privada (PSPP) has a supplementary retirement plan founded in April 1997 and sponsored by the BRF companies, which aims to provide supplementary retirement benefits for the employees of the BRF companies. PSPP manage two kinds of retirement plans. The plan I, that is closed to new members and plan II, that is in operating since April 01, 2009.
In the plan I, The contributions, on average, are made on the basis of 2/3 for the sponsor and 1/3 for the participants, and the actuarial calculations are made by independent actuaries in accordance with the regulations in force. The plan is defined contribution.
An independent actuary reviews the plan annually, and the most recent review occurred in December 2008.
In the plan II, the contributions are made on basis of 1 to 1 (the contributions of sponsor are equal to the basics contributions of participants), and the actuarial calculations are made by independent actuaries in accordance with the regulations in force.
73
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
We detach that, in reason of the migration process that will be offered to participants of the Plan I and Plan II, as the regulation regards, in the future may have amounts arising from assumed commitments with past service.
|
| June 30, |
| March 31, |
|
Participants |
| 15,364 |
| 15,747 |
|
Equity |
| 146,556 |
| 136,540 |
|
Sponsor’s contributions: |
| 2,887 |
| 1,444 |
|
Basic contribution |
| 2,694 |
| 1,346 |
|
Past services |
| 193 |
| 98 |
|
Commitment undertaken at the beginning of the plan, arising from past services on behalf of beneficiaries hired by the sponsor before the beginning of the plan |
| 2,897 |
| 3,122 |
|
Plan assets (consisted of fixed income funds and securities, variable income funds and shares) |
| 146,545 |
| 136,529 |
|
The balance of the contributions made by the sponsor not used for payment of benefits if the participant break the employment with the sponsor, form a fund for contributions to spare that could be used to offset future contributions of the sponsors. The assets presented in the balance of the reversal funds of amounts R$2,664 (R$3,312 on March 31, 2009) and was recorded by the Company under the heading other assets.
Although the PSPP is primarily a defined contribution plan, it has a defined benefit quota, whose actuarial obligations of which refer to the present value of the future benefits of inactive participants, since the benefit (income for life) is fixed after the retirement date. In accordance with the AT-83 mortality table the current amount of the actuarial obligation of the PSPP which covers 48 participants is R$6,741 (45 participants and R$6,802 as of March, 2009).
24. OTHER OPERATING INCOME (EXPENSES)
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, 2009 |
| June 30, 2008 |
| June 30, 2009 |
| June 30, |
|
Amortization of goodwill (1) |
| — |
| (22,552 | ) | — |
| (56,075 | ) |
Other income (expenses) (2) |
| (32,234 | ) | 1,462 |
| (33,569 | ) | (10,872 | ) |
|
| (32,234 | ) | (21,090 | ) | (33,569 | ) | (66,947 | ) |
(1) Refers to the amortization of goodwill related to the acquired companies (see note 12). From January 01, 2009 no more capitalization under this heading is allowed and existing expenses are submitted to the impairment test.
(2) The amount of other income (expenses) relates to, substantially, cost of some idleness, the amounts of the property, plans and equipments’ write off due to obsolescence, depreciation of fixed assets that are not being used in the production process and provisions of indemnity insurance.
74
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
25. STATEMENT OF VALUE ADDED
|
| Parent Company |
| Consolidated |
| ||||
|
| June 30, 2009 |
| June 30, |
| June 30, 2009 |
| June 30, |
|
1 – Revenues |
| 4,129,471 |
| 473,871 |
| 5,849,977 |
| 5,826,211 |
|
Sales of goods and products |
| 4,171,158 |
| 472,811 |
| 5,894,568 |
| 5,850,656 |
|
Other income |
| (32,932 | ) | 1,080 |
| (33,881 | ) | (20,255 | ) |
Allowance for doubtful accounts — (Reversal / Provision) |
| (8,755 | ) | (20 | ) | (10,710 | ) | (4,190 | ) |
2 - Raw materials and services acquired from third parties |
| (3,035,910 | ) | (378,954 | ) | (4,198,106 | ) | (4,108,245 | ) |
Costs of products and goods sold |
| (2,494,981 | ) | (337,389 | ) | (3,338,419 | ) | (3,378,389 | ) |
Materials, energy, services of third parties and others |
| (519,560 | ) | (45,622 | ) | (874,111 | ) | (730,028 | ) |
Losses of assets values |
| (21,369 | ) | 4,056 |
| 14,424 |
| 172 |
|
3 - GROSS VALUE ADDED (1-2) |
| 1,093,561 |
| 94,917 |
| 1,651,872 |
| 1,717,966 |
|
4 - RETENTIONS (DEPRECIATION, AMORTIZATION AND DEPLETION) |
| (163,431 | ) | (33,725 | ) | (235,473 | ) | (247,511 | ) |
5 - NET VALUE ADDED (3-4) |
| 930,130 |
| 61,192 |
| 1,416,399 |
| 1,470,455 |
|
6 - RECEIVED FROM THIRD PARTIES |
| (364,647 | ) | 140,393 |
| (154,588 | ) | 117,721 |
|
Results of equity investments |
| (258,472 | ) | 73,333 |
| — |
| — |
|
Financial income |
| (106,873 | ) | 66,678 |
| (154,900 | ) | 117,447 |
|
Other operating income |
| 698 |
| 382 |
| 312 |
| 274 |
|
|
|
|
|
|
|
|
|
|
|
7 - ADDED VALUE TO BE DISTRIBUTED (5+6) |
| 565,483 |
| 201,585 |
| 1,261,811 |
| 1,588,176 |
|
|
|
|
|
|
|
|
|
|
|
8 - DISTRIBUTION OF VALUE ADDED: |
| 565,483 |
| 201,585 |
| 1,261,811 |
| 1,588,176 |
|
Payroll |
| 484,333 |
| 31,957 |
| 687,388 |
| 619,927 |
|
Salaries |
| 400,199 |
| 25,255 |
| 565,861 |
| 504,983 |
|
Benefits |
| 59,110 |
| 4,642 |
| 87,036 |
| 82,527 |
|
F.G.T.S |
| 25,024 |
| 2,059 |
| 34,491 |
| 32,417 |
|
Taxes and contribution |
| 517,971 |
| 23,309 |
| 859,215 |
| 689,066 |
|
Federal |
| 270,821 |
| 1,253 |
| 555,755 |
| 390,686 |
|
State |
| 244,682 |
| 21,706 |
| 299,989 |
| 294,928 |
|
Municipal |
| 2,468 |
| 350 |
| 3,471 |
| 3,452 |
|
Capital Remuneration from third parties |
| (319,403 | ) | 24,132 |
| (188,376 | ) | 152,061 |
|
Interests |
| (340,543 | ) | 23,429 |
| (222,148 | ) | 120,518 |
|
Rents |
| 21,140 |
| 703 |
| 33,772 |
| 31,543 |
|
Owned capital remuneration (dividends and interest on shareholders’ equity) |
| (117,418 | ) | 122,187 |
| (96,416 | ) | 127,122 |
|
Retained earnings / Accrued loss |
| — |
| 76,415 |
| — |
| 76,415 |
|
|
| (117,418 | ) | 45,772 |
| (96,659 | ) | 50,469 |
|
Non-controlling shareholders’ participation |
| — |
| — |
| 243 |
| 238 |
|
75
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
26. SUBSEQUENT EVENTS
i) Association Agreement
On July 07, 2009, the Company announced to the market and its shareholders the execution of Reversibility of Operations and Preservation Agreement (“APRO”), with CADE. This agreement resulted from negotiations between Perdigão, Sadia and CADE to ensure the reversibility of the merger until a final decision is made by CADE, through measures that preserve competition in the marketplace during the assessment of the impact of the Association Agreement
On July 08, 2009, the following terms of the Association Agreement were approved at the Extraordinary Shareholders’ Meeting:
(a) The change of the corporate name of the Company to BRF — Brasil Foods S.A.;
(b) Transfer of the head corporate office from São Paulo (SP) to Itajaí (SC);
(c) Increase the number of members of Board of Directors from 8 to a range from 9 to 11;
(d) Implement a co-chairman structure to the Board of Directors, with identical prerogatives and tasks.
(e) Increase the share capital without amendment to the bylaws, up to a limit of 500,000,000 common shares;
(f) Merger of all shares issued by HFF into the Company’s equity, in the terms of the Protocol and Justification, and the conversion of the HFF in wholly-owned subsidiary of the Company; and
(g) Increase the capital stock of the Company, through the issuance of 226,395,405 shares by HFF, based on economic value those shares, on the amount of R$1,482,890, through the issuance of 37,637,557 new common shares, registered and with no par value, by the issue price of R$39,40 (thirty nine reais and forty cents) by share, increasing our capital stock from R$3,445,044 to R$4,927,934.
Since the merger of the HFF’s shares, which was approved at the Extraordinary Shareholders’ Meeting on 07.08.09, the Company became the parent company of Sadia, holding indirectly 226,395,405 common shares and with no par value, representing 88.09% of the common shares and 33.15% of total shares of that company, thus setting the first stage of combining Perdigão and Sadia’s operations.
ii) On July 27, 2009, the Company concluded the Global Public Offering process, which includes the primary distribution of 115,000,00 common shares, represented by 102,670,200 shares with value of R$40.00 (forty reais) per share in the Brazilian market and 12,389,800 shares (6,194,900 ADSs) with value of R$80.00 (eighty reais) per ADS, generating a capital increase of the Company in the amount of R$4.600.000, increasing our capital stock from R$4.927.934 to R$9.527.934.
The total quantity of shares initially offered may be increased up to 15%, or 17,250,000 shares, under the same conditions and price of shares initially offered, as option to be grantee in the distribution contract of the Brazilian Offer by the Company to the Lead Coordinator, that will be designated to attend eventual excessive demand that can be found in the course of the Brazilian Offer.
76
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
On the same date, the Company transferred R$950,000 to Sadia S.A., to serve as an advance for future capital increase, as part of the financial restructuring of its new subsidiary.
iii) On July 24, 2009, the Company makes an adjustment related to the amounts previously recognized to their obligations with the Goiás State relating to the Participation Fund to Promote the Industrialization of the State of Goiás — Fomentar, due to its adhesion on 07.23.09 to the administrative auction which permitted the early settlement of debts, established on June 30, 2009. As a result of the administrative auction, there was a decrease in the amounts of R$10,726 that would be paid up to 2043.
x-x-x-x-x-x-x-x-x
77
FEDERAL PUBLIC DEPARTMENT |
|
|
BRAZILIAN SECURITIES COMMISSION – CVM |
|
|
ITR – Quarterly Information June 30, 2009 |
| CORPORATE LAW |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS
01629-2 – BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) |
| 01.838.723/0001-27 |
06.01 – EXPLANATORY NOTES
BOARD OF DIRECTORS |
|
|
|
Co-Chairman | Nildemar Secches |
Co-Chairman | Luiz Fernando Furlan |
Vice-Chairman | Francisco Ferreira Alexandre |
|
|
Board Members | Carlos Alberto Cardoso Moreira |
| Manoel Cordeiro Silva Filho |
| João Vinícius Prianti |
| Décio da Silva |
| Rami Naum Goldfajn |
| Luís Carlos Fernandes Afonso |
| Walter Fontana Filho |
| Vicente Falconi Campos |
|
|
FISCAL COUNCIL |
|
|
|
Chairman and Financial Expert | Attílio Guaspari |
| Osvaldo Roberto Nieto |
| Jorge Kalache Filho |
|
|
EXECUTIVE BOARD |
|
|
|
Chief Executive Officer Director | José Antonio do Prado Fay |
Business Development Director | Nelson Vas Hacklauer |
Chief Financial Officer and Investor Relations Director | Leopoldo Viriato Saboya |
Chief Operating Officer | Nilvo Mittanck |
Technology Director | Luiz Adalberto Stábile Benicio |
Perdix Business Director | Antonio Augusto de Toni |
Human Resources Director | Giberto Antonio Orsato |
Batavo Business Director | Wlademir Paravisi |
|
|
Itacir Francisco Piccoli | |
Controller | |
| |
Marcos Roberto Badollato | |
Accountant — CRC — 1SP219369/O-4 |
78
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Management Report
2nd quarter 2009
On May 19 2009 we signed an Association Agreement with Sadia S.A to structure a corporate operation for merging the operations of the two companies. Following approval by the Brazilian anti-trust authorities, we believe the Association will result in a reduction of redundant costs as well as gains in operating scale permitting us to ramp up investments and obtain faster sustainable growth rates to the benefit of shareholders, employees, suppliers and principally the consumers of BRF and Sadia products. The Association will also result in greater efficiency and be instrumental in meeting the challenges of the domestic and international markets in accordance with the corporate strategy for continuous expansion of the chosen businesses of BRF and Sadia.
The following stages and operations have been established for the successful conclusion of this operation: (i) the incorporation of the Company HFF through the adhesion of the majority of shareholders of Sadia’s common shares; (ii) amendment of the corporate denomination of Perdigão S.A. to BRF — Brasil Foods S.A., including the transfer of the Company’s registered offices to the city of Itajaí in the state of Santa Catarina and other statutory adjustments for adapting the new corporate structure; (iii) on July 8 2009, the merger of shares issued by HFF by our Company in the proportion of 1 common share issued by HFF for each common share 0.166247 issued by us; (iv) migration of the remaining shareholders of Sadia to BRF through the merger of shares issued by Sadia by our Company in accordance with the following exchange ratio: 1 common or preferred share issued by Sadia for each 0.132998 common share issued by us, for which an Extraordinary General Assembly was called for August 18 2009; (v) prior to the HFF Incorporation, the sale to the ex-controllers of Sadia of Concórdia Holding, the controlling shareholder of Concórdia Corretora and Concórdia Banco, neither of which are a party to the Association.
Association Agreement — BRF and Sadia
Sadia’s results will only be consolidated on the third quarter 2009, according to the Association Agreement and shares incorporation EGSM held on 07/08/09.
79
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Together with the foregoing, BRF successfully concluded a public offering worth R$ 4.6 billion, through the issue of 115 million new shares with priority rights in the allotment of shares to all the shareholders of BRF and Sadia. The net value of funds received on July 27 2009 from the Global Offering irrespective of the shares covering eventual over-allotments, will be used to adjust our consolidated capital structure, priority being given to the settlement of Sadia’s short-term maturities.
BRF reported a second quarter 2009 net income of R$ 129 million, a 70% rise on the same quarter in 2008 in spite of a continued adverse trading environment, particularly for exports.
A significant recovery in international markets, albeit slow, together with domestic market performance both contrived to produce a slight improvement in quarter on quarter operating margins, although a sharp appreciation of the Real against the US dollar has worked against this operational result.
While revenues from exports increased by 5% over the first quarter of 2009, domestic markets were notable for a strong showing in the dairy products segment with increased demand for fluid milk products.
Gross sales amounted to R$ 3.1 billion in the second quarter, 4% down on the same period for the preceding year, and gross profits at R$ 593 million were 5% lower.
We continue to view the recovery in market performance over the next few quarters positively in parallel with the rationalization of costs and expenses of the productive processes, our focus being on restoring the profitability of our results.
(The variations mentioned in this report are comparisons between the second quarter 2009 and the second quarter of 2008, or for the accumulated period in the first half of 2009 compared with the first half of 2008, except where otherwise stated).
80
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Operating and Financial Indicators
2nd Quarter 2009
Gross sales totaled R$ 3.1 billion, 3.9% lower, due to the impact of export performance on the recovery process with a sharp appreciation of the Real against the US dollar.
Total commercialized sales volume from the meats, dairy products and other processed products was 727.8 thousand tons, a 10.7% reduction, and a reflection of export demand and repositioning of products in the domestic market.
The domestic market represented 56.3% of net sales, a decline of 4.4% in sales and 14.5% in total commercialized volumes;
Exports accounted for 43.7% of net sales and reported a 4.8% decline in the quarter with sales volume 2.8% down.
Gross profit amounted to R$ 592.8 million, a drop of 5.1%;
EBITDA reached R$ 132.5 million, a 43.2% reduction in the quarter.
Accumulated net income was R$ 129.3 million, 70.4% higher than the same period in 2008.
Share trading volume registered an average of US$ 24.8 million/day for the quarter, a decline of 30.7%.
Breakdown of Sales- 1H09
*includes milks: UHT- long-life, pasteurized and powdered.
81
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Results |
R$ Million |
HIGHLIGHTS |
| 2Q09 |
| 2Q08 |
| % Ch. |
| 1H09 |
| 1H08 |
| % Ch. |
|
Gross Sales |
| 3,124 |
| 3,251 |
| (4 | )% | 6,160 |
| 6,098 |
| 1 | % |
Domestic Market |
| 1,917 |
| 1,992 |
| (4 | )% | 3,805 |
| 3,735 |
| 2 | % |
Exports |
| 1,207 |
| 1,259 |
| (4 | )% | 2,355 |
| 2,363 |
|
|
|
Net Sales |
| 2,703 |
| 2,833 |
| (5 | )% | 5,306 |
| 5,295 |
|
|
|
Gross Profit |
| 593 |
| 625 |
| (5 | )% | 1,128 |
| 1,161 |
| (3 | )% |
Gross Margin |
| 21.9 | % | 22.0 | % | — |
| 21.3 | % | 21.9 | % | — |
|
EBIT |
| 12 |
| 135 |
| (91 | )% | 16 |
| 226 |
| (93 | )% |
Net Income |
| 129 |
| 76 |
| 70 | % | (97 | ) | 127 |
| — |
|
Net Margin |
| 4.8 | % | 2.7 | % | — |
| (1.8 | )% | 2.4 | % | — |
|
Adjusted Net Income |
| 129 |
| 76 |
| 70 | % | 35 |
| 127 |
| (72 | )% |
Adjusted Net Margin |
| 4.8 | % | 2.7 | % | — |
| 0.7 | % | 2.4 | % | — |
|
EBITDA |
| 133 |
| 233 |
| (43 | )% | 250 |
| 420 |
| (40 | )% |
EBITDA Margin |
| 4.9 | % | 8.2 | % | — |
| 4.7 | % | 7.9 | % | — |
|
Earnings per Share* |
| 0.63 |
| 0.37 |
| — |
| (0.47 | ) | 0.61 |
| — |
|
* Consolidated earnings per share (in Reais), excluding treasure shares
Net Adjusted Result — Ignoring the absorption of the tax loss relative to the incorporation of Perdigão Agroindustrial S.A. booked to first quarter results 2009.
82
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
EBITDA
R$ Million
Sectoral performance
Global economic conditions reported an improvement between April and June compared to the market turmoil during the first quarter of the year. The strong worldwide stock market rally is indicative of a recovery in investor confidence in global growth prospects, contributing to the relaxing of tight credit conditions in many countries. However, the affects of the credit crunch persist in some countries and markets such as Russia.
In line with the financial market, demand for meats also reported a recovery in both prices and export volume compared to the worst months of the financial meltdown (between October 2008 and February 2009). However, the prices of meat-based protein for export are still a far cry from pre-crisis levels. In the domestic market, the real value of sales reported by the Brazilian Supermarkets Association (ABRAS) points to an accumulated increase of 5.3% between January and June (compared with the same period a year earlier), indicating that consumption, unlike other countries, is registering an increase due to real gains in income in recent years. Data also shows that credit is becoming more freely
83
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
available and we forecast that domestic demand will continue to drive the economy in 2009.
Exports — Chicken meat export volume in the second quarter of 2009 increased by 14.0% compared with the first quarter. The markets for pork and beef also reported stronger volume of 18.5% and 16.9%, respectively while prices posted a quarter on quarter improvement with the exception of pork meat. Chicken meat exports rose by 7.6% and beef by 4.1% in US dollars. Meanwhile, the 4.1% dip in pork prices is due to the economic situation of the principal importing countries. Since the fourth quarter of 2008 the prices of animal protein have recorded sharp declines, and prices still remain below the average for 2008. In addition, strong pressure on US dollar-Real exchange rates eroded export revenues in local currency. Compared with the first half of 2008, poultry prices were off by 18.6%, pork 24.3% and beef 12.8% in US dollar terms.
Domestic consumption — Government driven fiscal and monetary stimulus measures prevented a more drastic decline in industrial production helping to reverse the downward trend in the labor market. With companies beginning to hire once again, the unemployment rate in metropolitan regions fell from 9% in March to 8.1% in June. Real incomes continue to expand, rising by 3.9% between January and May compared with the same period in 2008.
Raw materials — Average domestic corn prices remained stable compared with the first quarter of 2009 while the average quotation for soybeans rose by 4.8% in Reais. Stability in average prices of corn reflects continuing high domestic inventory, the exchange rate acting as a disincentive to export. Supplies were also plentiful on the world market, principally in the USA while domestic demand was weak. Soybean prices were driven higher by the poor harvest in Argentina and by international demand that was higher than forecast.
Investments and Projects
In line with the fiscal year’s budget, the Company invested R$ 175.8 million in capital expenditures for the second quarter. These were particularly directed towards the improvement plan, including the rebuilding of fixed assets at Rio Verde in the state of Goiás due to fire damage to the plant — albeit covered by insurance. In addition, the Company pressed ahead with new projects and the industrial unit under construction in Bom Conselho in the state of Pernambuco. The accumulated total for investments in the first six months was R$ 295.5 million, 7.4% lower than in the same first half of 2008, excluding outgoings on acquisitions. The amount spent on poultry/hog breeder stock was R$ 47.8 million, 12.3% down on the second quarter 2008. For the first half as a whole, investment was R$ 94 million, 8.7% less than the same period in 2008.
84
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Investments
1st Half 2009 -R$ 295.5 million (7,4% lower)
Operating Performance
Production
As already informed, during the first quarter, we downsized our inventory in the light of destocking by importers at the end of 2008, reducing the volume of meat destined for the export markets by 20%.
Consequently, poultry slaughter recorded a year on year fall of 8.7%, although hog/beef slaughtering increased 5.6%, reflecting a downward adjustment of 9.3% in meat processing during the quarter compared with the preceding year. For the accumulated first six months of 2009 against 2008 there was a decline of 9.1%.
85
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Production
|
| 2Q09 |
| 2Q08 |
| % Ch. |
| 1H09 |
| 1H08 |
| % Ch. |
|
Poultry Slaughter (million heads) |
| 192.0 |
| 210.4 |
| (9 | )% | 373.5 |
| 423.4 |
| (12 | )% |
Hog/ Cattle Slaughter (thousand heads) |
| 1,258.0 |
| 1,191.4 |
| 6 | % | 2,469.0 |
| 2,293.2 |
| 8 | % |
Production (thousand tons) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Meats |
| 457.8 |
| 504.6 |
| (9 | )% | 909.5 |
| 1,000.1 |
| (9 | )% |
Dairy Products |
| 234.4 |
| 329.4 |
| (29 | )% | 497.5 |
| 614.1 |
| (19 | )% |
Other Processed Products |
| 25.4 |
| 23.0 |
| 10 | % | 52.4 |
| 46.8 |
| 12 | % |
Feed and Premix (thousand tons) |
| 1,220.3 |
| 1,338.2 |
| (9 | )% | 2,363.9 |
| 2,629.2 |
| (10 | )% |
One-day Chicks (milion units) |
| 213.2 |
| 226.1 |
| (6 | )% | 385.2 |
| 446.3 |
| (14 | )% |
86
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Domestic Market
This market reported more robust demand for lower priced goods, with particularly strong pressure on pork products due to the diversion of output from overseas markets.
Sales — Domestic Market
|
| THOUSAND TONS |
| R$ MILLION |
| ||||||||
DOMESTIC MARKET |
| 2Q09 |
| 2Q08 |
| % Ch. |
| 2Q09 |
| 2Q08 |
| % Ch. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meats |
| 181.0 |
| 197.6 |
| (8.4 | ) | 992.0 |
| 968.4 |
| 2.4 |
|
In Natura |
| 32.4 |
| 41.4 |
| (21.7 | ) | 151.9 |
| 166.5 |
| (8.8 | ) |
Poultry |
| 25.3 |
| 29.9 |
| (15.4 | ) | 109.5 |
| 112.8 |
| (2.9 | ) |
Pork/Beef |
| 7.1 |
| 11.5 |
| (38.1 | ) | 42.4 |
| 53.7 |
| (21.0 | ) |
Elaborated/Processed (meats) |
| 148.7 |
| 156.2 |
| (4.8 | ) | 840.1 |
| 801.8 |
| 4.8 |
|
Dairy Products |
| 232.7 |
| 296.3 |
| (21.5 | ) | 661.0 |
| 755.9 |
| (12.5 | ) |
Milk |
| 181.0 |
| 236.7 |
| (23.5 | ) | 429.5 |
| 481.8 |
| (10.8 | ) |
Dairy Products/Juice/Others |
| 51.7 |
| 59.6 |
| (13.3 | ) | 231.5 |
| 274.1 |
| (15.5 | ) |
Other Processed |
| 27.5 |
| 26.5 |
| 3.4 |
| 160.3 |
| 154.1 |
| 4.0 |
|
Soybean Products/ Others |
| 53.3 |
| 57.6 |
| (7.5 | ) | 104.2 |
| 114.2 |
| (8.8 | ) |
Total |
| 494.4 |
| 578.1 |
| (14.5 | ) | 1,917.5 |
| 1,992.5 |
| (3.8 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Processed |
| 227.8 |
| 242.4 |
| (6.0 | ) | 1,231.9 |
| 1,230.0 |
| 0.2 |
|
% Total Sales |
| 46.1 |
| 41.9 |
| — |
| 64.2 |
| 61.7 |
| — |
|
|
| THOUSAND TONS |
| R$ MILLION |
| ||||||||
DOMESTIC MARKET |
| 1H09 |
| 1H08 |
| % Ch. |
| 1H09 |
| 1H08 |
| % Ch. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meats |
| 363.5 |
| 393.8 |
| (7.7 | ) | 1,986.1 |
| 1,876.9 |
| 5.8 |
|
In Natura |
| 70.9 |
| 82.9 |
| (14.5 | ) | 311.6 |
| 321.5 |
| (3.1 | ) |
Poultry |
| 56.3 |
| 61.8 |
| (8.9 | ) | 228.9 |
| 227.2 |
| 0.7 |
|
Pork/Beef |
| 14.6 |
| 21.1 |
| (30.8 | ) | 82.8 |
| 94.2 |
| (12.1 | ) |
Elaborated/Processed (meats) |
| 292.6 |
| 310.9 |
| (5.9 | ) | 1,674.4 |
| 1,555.4 |
| 7.7 |
|
Dairy Products |
| 483.5 |
| 522.3 |
| (7.4 | ) | 1,274.9 |
| 1,353.6 |
| (5.8 | ) |
Milk |
| 379.7 |
| 403.3 |
| (5.9 | ) | 813.6 |
| 820.8 |
| (0.9 | ) |
Dairy Products/Juice/Others |
| 103.8 |
| 119.0 |
| (12.8 | ) | 461.3 |
| 532.8 |
| (13.4 | ) |
Other Processed |
| 53.7 |
| 51.9 |
| 3.4 |
| 312.9 |
| 294.0 |
| 6.4 |
|
Soybean Products/ Others |
| 110.5 |
| 109.0 |
| 1.4 |
| 230.7 |
| 210.7 |
| 9.5 |
|
Total |
| 1,011.1 |
| 1,077.1 |
| (6.1 | ) | 3,804.6 |
| 3,735.2 |
| 1.9 |
|
|
| — |
| — |
| — |
| — |
| — |
| — |
|
Processed |
| 450.1 |
| 481.8 |
| (6.6 | ) | 2,448.6 |
| 2,382.1 |
| 2.8 |
|
% Total Sales |
| 44.5 |
| 44.7 |
| — |
| 64.4 |
| 63.8 |
| — |
|
Meats — Sales revenue increased 2.4% on 8.4% lower volume. Average prices were 10.8% higher, offsetting to a degree average year on year cost increases of 11.2%. We took the strategic decision of accelerating the process of reducing in-natura product sales volumes (poultry/pork) to the domestic market — the relative share falling by 21.7% in volume — a percentage that had risen following the consolidation of Eleva in 2008.
87
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
In addition, weaker overseas demand resulted in a greater supply of products from other Brazilian companies — originally destined for export — but redirected to domestic supermarket shelves. Processed product sales rose 4.8%, with average prices 9% higher, partially compensating costs which increased at higher rates.
Dairy Products — This market is experiencing greater stability this year, notably in the case of fluid milk products, with segment margins in recovery mode. While sales revenue declined 12.5%, volumes were 21.5% lower. However, average prices were 11.5% up, while average costs were 0.7% lower, registering solid market demand for fluid milks.
Other processed products — Sales revenue from this segment was 4.0% higher on a 3.4% improvement in volume. The products covered by this segment including pastas, pizzas, margarines, frozen vegetables, cheese bread, the soybean based vegetarian line, among others, have been gaining greater predominance in the domestic market thanks to their ability to add value to corporate earnings.
Market Share - %
In Volumes
Source: AC Nielsen — YTD 2009
Principal Brands: Perdigão, Batavo, Elegê, Doriana and Becel.
88
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 �� CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Distribution Channels | In Sales Revenue |
|
|
Exports
Export revenue reached R$1.2 billion, a growth of 5% compared with the first quarter, despite recording a decline of 4.1% in relation to the same quarter in the preceding year. The appreciation of the Real against the US dollar during the period under review had a negative impact on export revenues when translated into Reais, thus reducing the positive impact of price increases. In US dollars-FOB (Free on Board), average prices rose 14.0%, as opposed to an appreciation in the Real against the US Dollar of 15.7% in the period compared with the first quarter 2009.
Meats — The turbulent scenario of the first quarter, also reflected negatively on second quarter earnings, when both importers and the retail sector was obliged to cut inventory and thus reducing demand for Brazilian imports.
The Company posted a 2.2% decline in meat volumes while sales were down by 3%. Average prices in Reais fell 0.8% due to the currency translation impact with average costs 0.3% higher in the quarter and margins on exports continuing under pressure. In relation to the second quarter 2008, average prices in US dollars were 19.5% weaker and 21.1% less on a first half year comparative basis.
Dairy products — Shipped volumes of dairy products were down by 58.8% and 69.7% in sales revenue. This fall is due to a significant decline in average prices practiced — 26.6% less than for the preceding year, with average costs 11.3% lower, principally due to lower demand in the wake of the international crisis and also caused by high New Zealand inventory due to growth in output.
89
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Export Markets
|
| THOUSAND TONS |
| R$ MILLION |
| ||||||||
EXPORT MARKET |
| 2Q09 |
| 2Q08 |
| % Ch. |
| 2Q09 |
| 2Q08 |
| % Ch. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meats |
| 285.4 |
| 291.9 |
| (2.2 | ) | 1,200.6 |
| 1,238.0 |
| (3.0 | ) |
In Natura |
| 244.7 |
| 243.0 |
| 0.7 |
| 963.2 |
| 958.3 |
| 0.5 |
|
Poultry |
| 201.8 |
| 206.2 |
| (2.2 | ) | 765.5 |
| 761.3 |
| 0.6 |
|
Pork/Beef |
| 43.0 |
| 36.7 |
| 16.9 |
| 197.6 |
| 197.0 |
| 0.3 |
|
Elaborated/Processed (meats) |
| 40.7 |
| 48.9 |
| (16.8 | ) | 237.4 |
| 279.7 |
| (15.1 | ) |
Dairy Products |
| 1.1 |
| 2.6 |
| (58.8 | ) | 5.8 |
| 19.0 |
| (69.7 | ) |
Milk |
| 0.7 |
| 1.7 |
| (57.9 | ) | 3.8 |
| 12.4 |
| (69.3 | ) |
Dairy Products |
| 0.4 |
| 1.0 |
| (60.3 | ) | 2.0 |
| 6.7 |
| (70.5 | ) |
Other Processed |
| 0.1 |
| 0.4 |
| (83.3 | ) | 0.3 |
| 1.6 |
| (81.2 | ) |
Total |
| 286.6 |
| 294.9 |
| (2.8 | ) | 1,206.6 |
| 1,258.6 |
| (4.1 | ) |
Processed |
| 41.2 |
| 50.3 |
| (18.1 | ) | 239.7 |
| 287.9 |
| (16.8 | ) |
% Total Sales |
| 14.4 |
| 17.0 |
| — |
| 19.9 |
| 22.9 |
| — |
|
|
| THOUSAND TONS |
| R$ MILLION |
| ||||||||
EXPORT MARKET |
| 1H09 |
| 1H08 |
| % Ch. |
| 1H09 |
| 1H08 |
| % Ch. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meats |
| 561.6 |
| 554.6 |
| 1.2 |
| 2,341.1 |
| 2,310.5 |
| 1.3 |
|
In Natura |
| 479.8 |
| 461.6 |
| 3.9 |
| 1,856.2 |
| 1,772.6 |
| 4.7 |
|
Poultry |
| 401.5 |
| 393.3 |
| 2.1 |
| 1,478.3 |
| 1,421.9 |
| 4.0 |
|
Pork/Beef |
| 78.2 |
| 68.3 |
| 14.5 |
| 377.9 |
| 350.7 |
| 7.8 |
|
Elaborated/Processed (meats) |
| 81.8 |
| 93.0 |
| (12.1 | ) | 484.9 |
| 537.9 |
| (9.9 | ) |
Dairy Products |
| 2.3 |
| 6.6 |
| (65.7 | ) | 12.6 |
| 49.4 |
| (74.6 | ) |
Milk |
| 1.5 |
| 4.6 |
| (67.2 | ) | 8.3 |
| 35.1 |
| (76.3 | ) |
Dairy Products |
| 0.8 |
| 2.0 |
| (62.3 | ) | 4.3 |
| 14.3 |
| (70.2 | ) |
Other Processed |
| 0.2 |
| 0.7 |
| (64.5 | ) | 1.3 |
| 2.7 |
| (50.4 | ) |
Total |
| 564.1 |
| 562.0 |
| 0.4 |
| 2,355.0 |
| 2,362.6 |
| (0.3 | ) |
|
| — |
| — |
| — |
| — |
| — |
| — |
|
Processed |
| 82.8 |
| 95.7 |
| (13.5 | ) | 490.5 |
| 554.9 |
| (11.6 | ) |
% Total Sales |
| 14.7 |
| 17.0 |
| — |
| 20.8 |
| 23.5 |
| — |
|
The Company reported the following performance in its leading overseas markets during the quarter:
· Europe — With export revenues and volume diminishing by 13.0% and 11.1% respectively, European market demand for protein continues lackluster, particularly in terms of processed products and turkey meat, a situation which still reflects the adverse situation triggered by the international crisis.
· Middle East — The growth of 10% in export revenues and 7.3% in volumes for the second quarter was achieved thanks to the recovery in this market and the gradual improvement in average US dollar prices.
· Far East — Recovery has been gradual in this market, with demand even weaker in the Japanese market due to the impact of average inventory levels. On the other hand, Singapore and Hong Kong logged significant improvements in growth. For the area as a whole, export revenue was off by 9.5% and 9.9% in volume.
90
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
· Eurasia — Both export revenue and volume fell by 5.7% and 23.3% respectively, principally reflecting pressures in the Russian market, with average prices down, especially in the case of pork meat.
· Africa, the Americas and Other Countries — These areas posted a positive performance increasing by 12.8% in export revenue and decrease 1.7% in volume, notably improved inroads being recorded in the markets of South Africa, Angola and Egypt.
Exports by Region
(% of net sales)
Net Sales — Second quarter net sales were R$ 2.7 billion against R$ 2.8 billion in the second quarter of 2008, 4.6% lower. For the accumulated first half, net sales amounted to R$ 5.3 billion, 0.2% more than the same period in 2008 due to the translation effect of the stronger Real on export revenues and the difficulty of recuperating international markets still under the impact of the economic downturn.
Domestic net sales represented 56.3% of the total, reporting revenues of R$ 1.5 billion. The overseas market accounted for a 43.7% share of sales revenue, in spite of a 4.8% decrease in exports posted in the quarter.
91
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Breakdown of Net Sales (%)
Cost of Sales — The decline of 4.4% in the quarterly cost of sales contributed towards offsetting the reduction in sales revenue during the quarter. Cost of sales totaled R$ 2.1 billion in the quarter and accumulating R$ 4.2 billion in the first half, a 1.1% increase, equivalent to 78.1% of net sales against 78.0% in the same quarter of the previous year.
Quarterly cost formation for the quarter and the first half reflects the impact on the productive chain of the 20% cut in production in the first quarter (destined for export), the gradual increase in cost formation during 2008 and the partial reallocation of production from the Rio Verde plant to other units following the fire at the complex.
Gross Profit and Gross Margin — In the light of the foregoing scenario, quarterly gross profits amounted to R$ 592.8 million, 5.1% less than the same period in 2008, and accumulating R$ 1,127.9 million in the first half of 2009, 2.9% less than the same period a year earlier. The gross margin was 21.9% against 22.0% in the second quarter 2008 and 21.3% in the first half compared with 21.9% in the first six months of 2008.
Operating Expenses — Operating expenses were also responsible for the sustained pressure on quarterly margins, growing by 18.6%, and 18.9% for the full six-month period. This largely reflected continued high inventory and freight overheads, accounting for 21.5% of net sales against 17.3% in the second quarter of 2008 and 21.0% in the first half compared with 17.7% in the same period a year earlier.
The main impetus driving this item was commercial expenses — an increase of 19.9% - impacted especially by higher warehousing and distribution costs, further exacerbated by the transfer of products from the Rio Verde unit to other Distribution Centers due to the fire, in addition to investments in marketing campaigns.
Administrative expenses rose 2.2% in the quarter reflecting efforts to reduce expenses and due to the integration of processes. The first six months recorded a 1.2% decrease, helping to offset the weaker quarterly results.
92
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Operating Income and Operating Margin — Operating income before financial expenses was R$ 11.7 million, equivalent to a 0.4% operating margin against 4.8% in the same quarter of the preceding year. The 91.3% quarterly and 93% first half decrease in relation to 2008 was largely due to the impact of the crisis and the affect of the appreciation of the Real against the US dollar on exports, the reduced sales volume in the domestic market and the increase in production costs and commercial overheads as commented above.
Financial Results — Net debt increased 26.5% compared with June 30 2008, principally due to the need to reinforce working capital to underpin the business and to support capital expenditures during the period, the Company’s cash generation being squeezed by conjunctural factors.
In the light of the appreciation of the Real against the US dollar, net financial income reported a quarterly total of R$ 167.6 million against R$ 32.0 million — 423.1% higher, rising from 1.1% of net sales to 6.2% (510 basis points higher). In the first half, net financial income was R$ 67.3 million against R$ 2.5 million in net financial expenses for the preceding year. Foreign exchange exposure was 25% higher in the quarter.
Debt
|
| ON 06/30/09 |
| ON 06/30/08 |
|
|
| ||||
|
| CURRENT |
| NONCURRENT |
| TOTAL |
| TOTAL |
| % Ch. |
|
DEBT |
|
|
|
|
|
|
|
|
|
|
|
Local Currency |
| 653 |
| 660 |
| 1,313 |
| 895 |
| 47 |
|
Foreing Currency |
| 914 |
| 2,486 |
| 3,399 |
| 2,611 |
| 30 |
|
Gross Debt |
| 1,567 |
| 3,145 |
| 4,713 |
| 3,506 |
| 34 |
|
Cash Investments |
|
|
|
|
|
|
|
|
|
|
|
Local Currency |
| 635 |
| — |
| 635 |
| 511 |
| 24 |
|
Foreing Currency |
| 798 |
| — |
| 798 |
| 401 |
| 99 |
|
Total Cash Investments |
| 1,433 |
| — |
| 1,433 |
| 912 |
| 57 |
|
Net Accounting Debt |
| 134 |
| 3,145 |
| 3,280 |
| 2,594 |
| 26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Rate Exposure - US$ Million |
|
|
|
|
| (685 | ) | (584 | ) | 17 |
|
Other Operating Results — relates to the costs of idle capacity.
Income Tax and Social Contribution — In the first half of 2009 a total of R$ 132 million of tax losses carried forward on the balance sheet of Perdigão Agroindustrial S.A. was recognized by the Company with the incorporation of the subsidiary on February 28 2009. Thus, the income tax and social contribution item reported a negative R$ 145.9 million against R$ 21.5 million booked to the first half of 2008. This tax loss will be amortized by the
93
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
capture of synergies resulting from the incorporation of the subsidiary into the holding company, through the reduction of a series of processes and controls as well as enhancing tax efficiencies arising from an improvement in the financial equilibrium of the consolidated structure of credits and debts.
Net Result and Net Margin - Net income totaled R$ 129.3 million in the quarter against R$ 75.9 million in the same quarter 2008, particularly due to the impact of a stronger Real against the US dollar on our currency position, although results have also been affected by the impact of poorly performing markets on operating results, narrower margins due to increased costs and commercial expenses, besides the fiscal loss from the incorporation of a subsidiary in the preceding quarter. If the latter effect is ignored, the net result for the first six months would have been R$ 35 million, although the accumulated result remained a negative R$ 96.7 million against R$ 126.9 million.
EBITDA — Operating performance as measured by EBITDA (operating income before financial expenses, taxes and depreciation) was R$ 132.5 million, 43.2% lower for the quarter, resulting in an EBITDA margin of 4.9% against 8.2% in the same period in 2008. Since first quarter margins were hit harder by the effects on exports, the first half of the year reported EBITDA of R$ 250.4 million against R$ 419.6 million in the first half of 2008.
Breakdown of EBITDA
EBITDA - R$ Million |
| 2Q09 |
| 2Q08 |
| % Ch. |
| 1H09 |
| 1H08 |
| Var. % |
|
Net Income |
| 129.3 |
| 75.9 |
| 70.4 |
| (96.7 | ) | 126.9 |
| — |
|
Non Controlling Shareholders |
| 0.1 |
| 0.1 |
| (28.7 | ) | 0.2 |
| 0.2 |
| 2.1 |
|
Employees / Management Profit Sharing |
| — |
| 3.2 |
| — |
| — |
| 7.6 |
| — |
|
Income Tax and Social Contribution |
| 37.6 |
| 36.5 |
| 3.0 |
| 145.9 |
| 21.5 |
| 578.6 |
|
Other Operating Result |
| 17.4 |
| 9.8 |
| 77.0 |
| 32.7 |
| 13.3 |
| 144.8 |
|
Net Financial |
| (167.6 | ) | (32.0 | ) | 423.1 |
| (67.2 | ) | 2.5 |
| — |
|
Depreciation, Amortization and Depletion |
| 115.7 |
| 139.7 |
| (17.2 | ) | 235.5 |
| 247.5 |
| (4.9 | ) |
= EBITDA |
| 132.5 |
| 233.2 |
| (43.2 | ) | 250.4 |
| 419.6 |
| (40.3 | ) |
Shareholders’ Equity — Shareholders’ Equity was R$ 4.0 billion against R$ 4.1billion on December 31 2008, 2.4% less .
Stock Market
Average financial daily volume on the São Paulo Stock Exchange — BM&F Bovespa and the New York Stock Exchange - NYSE was US$24.8 million in the quarter against US$35.7 million in the second quarter 2008 reflecting reduced flows in
94
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
the capital markets due to the financial crisis, also justifying the weaker performance in relation to a year earlier.
Performance
PRGA 3 |
| 1Q09 |
| 1Q08 |
| 1H09 |
| 1H08 |
|
Share price - R$* |
| 37.50 |
| 43.21 |
| 37.50 |
| 43.21 |
|
Traded Shares (Volume) - Millions |
| 63.5 |
| 56.3 |
| 99.7 |
| 108.9 |
|
Performance |
| 30.4 | % | 7.5 | % | 26.1 | % | (2.4 | )% |
Bovespa Index |
| 25.8 | % | 6.6 | % | 37.1 | % | 1.8 | % |
IGC (Brazil Corp. Gov. Index) |
| 27.5 | % | 4.1 | % | 33.7 | % | (6.4 | )% |
ISE (Corp. Sustainability Index) |
| 22.3 | % | 12.8 | % | 22.6 | % | 1.0 | % |
PDA |
| 1Q09 |
| 1Q08 |
| 1H09 |
| 1H08 |
|
Share price - US$* |
| 38.18 |
| 54.50 |
| 38.18 |
| 54.50 |
|
Traded Shares (Volume) - Millions |
| 12.3 |
| 11.6 |
| 22.6 |
| 18.8 |
|
Performance |
| 53.9 | % | 19.7 | % | 44.7 | % | 10.7 | % |
Dow Jones Index |
| 11.0 | % | (7.4 | )% | (3.8 | )% | (14.4 | )% |
* Closing Price |
|
|
|
|
|
|
|
|
|
The Company’s shares accounted for 34% of the total Brazilian food sector’s transactions conducted on the BM&F Bovespa in the first half and 53% of the sector’s ADR trading on the NYSE. The Company’s equities reported the best liquidity among domestic companies making up the sector.
95
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 – COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Social Balance
As of June 30 2009, the Company’s labor force stood at 56.8 thousand, 1.5% lower than in the same period a year earlier. During the first half year, the Company invested R$ 92.6 million in benefits and training — more than in 2008. Environmental investments reported a year on year increase of 11.6% at R$ 17.9 million.
Indicators
Main Indicators |
| 1H09 |
| 1H08 |
| % Ch. |
|
Number of Employees |
| 56,804 |
| 57,693 |
| (1.5 | ) |
Net Sales per Employee/Year - R$ Thousand |
| 186.8 |
| 183.5 |
| 1.8 |
|
Productivity per Employee (tons/year) |
| 51.5 |
| 57.7 |
| (10.7 | ) |
96
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 — COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
|
|
Added Value |
|
| R$1,261 million 16.5% lower |
Added Value Distribution |
| 1H09 |
| 1H08 |
|
|
|
|
|
|
|
Human Resources |
| 687.4 |
| 619.9 |
|
Taxes |
| 859.2 |
| 689.1 |
|
Interest |
| (188.4 | ) | 152.1 |
|
Retention |
| (96.7 | ) | 126.9 |
|
Minority Interest |
| 0.2 |
| 0.2 |
|
Total |
| 1,261.8 |
| 1,588.2 |
|
Corporate Governance
Association Agreement with Sadia — On May 19 2009, we signed an Association Agreement for implementing the unification of our operations with those of Sadia, as follows: (i) Incorporation of HFF on July 8 2009 through the merger by our Company of shares issued by HFF (capital representing the majority of shares of Sadia’s common shareholders), in accordance with the following exchange ratio: 1 common share issued by HFF for each 0.166247 common share of our own issue; (ii) the remaining shareholders of Sadia will migrate to BRF through the merger of shares issued by Sadia by our Company in accordance with the following exchange ratio: 1 common or preferred share issued by Sadia for each 0.132998 common share of our own issue. The dissenting shareholders of common shares issued by Sadia, on the occasion of the Sadia Merger, will enjoy the right of withdrawal pursuant to the law; and (iii) Concórdia Holding, controller of Concórdia Corretora and Concórdia Banco, is not a party to the Association and was therefore sold to the current controlling shareholders of Sadia prior to the Incorporation of HFF.
An Extraordinary General Meeting has been called to approve the merger of the shares held by Sadia’s shareholders, to take place on August 18 2009. With the completion of these stages in the Association, it is expected that all the shares issued by Sadia shall pass into our ownership. The Association is subject to approval by our shareholders and by those of Sadia as well as the anti-trust authorities, in such a way that our activities shall not be integrated with the activities of Sadia until the decision of the appropriate anti-trust organs is announced.
97
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 — COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
The Association conforms to our strategies for expanding our business in both the domestic and export markets and will permit complementary actions between the respective operations. In addition, we believe that the Association will create important advantages in terms of synergies and scale.
On June 30 2009, we announced a material fact informing that the Association had been approved by the European Union anti-trust authorities. The Association Agreement has been submitted for examination by the Brazilian anti-trust authorities (Administrative Council for Economic Defense — CADE, Economic Law Department — SDE and the Economic Monitoring Secretariat — SEAE). While the Association is being analyzed by the Brazilian anti-trust authorities, we and Sadia could be subject to certain specific obligations for maintaining market conditions unaltered, and agreed with the anti-trust authorities.
Merger of Shares — On July 8 2009 we held an Extraordinary General Meeting for the merger of HFF’s shares through the transfer of 226,395,405 shares issued by HFF on the basis of the economic value of the said shares for the amount of R$ 1,482,889,902.75, upon the issue of 37,637,557 new common, nominative, book entry shares at par at the issue price of R$ 39.40 per share.
Raising of Funding — Primary Offering - BRF is in the process of concluding a Global Offering for the primary issue of shares, which has resulted in the ratification and paying in on July 27 2009 for the issue of 115,000,000 million new shares at the price of R$ 40.00 per share in the gross amount of R$ 4,600,000,000.00, the net resources of R$ 4,543,578,547.72 being allocated principally to the payment and restructuring of the debts of the Sadia S.A. subsidiary. This amount does not include the shares under the green shoe option. This offering is scheduled to close by August 27 2009, once the pricing has been established.
Capital Stock — Taking into account increases in the capital stock through merger of shares and through the issue under the Global Offering described above, the Company’s subscribed and paid in Capital Stock as at July 31 2009 stood at R$ 9,527,933,697.75, divided into 359,595,660 common shares, all of which book entry and at par.
98
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 — COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
|
|
Widely Held Control — Equal Rights |
|
| As of July 31, 2009 |
Capital Stock — R$ 9.5 billion
Number of Shares — 359,595,660
Risk Management - BRF adopts management practices for minimizing the risks to which it is exposed. Among the principal risks are those of an operational order: markets in which the Company operates, sanitary controls, grains, nutritional safety, environmental protection, internal controls and financial risks, the details of which can be found in explanatory note 17 of the Financial Statements.
Novo Mercado — BRF signed up to the BM&FBovespa’s Novo Mercado (New Market) on April 12 2006 binding it to settle disputes through the Arbitration Panel according to the arbitration clause written into the Bylaws and regulations.
Consultancy Fees - No disbursements of consultancy fees were made to the independent auditors during the year. The engagement of these services requires prior Board approval and adheres to the rules and restrictions established by the legislation, conditional on this not undermining the independence and objectivity of the Company’s auditors.
Outlook
We believe that stronger demand in the Company’s leading markets — more especially the Middle East and the Far East — combined with the improvement in the economic scenario, should result in gradually widening margins during the course of the remaining months of the year. In addition to market growth rates, the improvement will also be conditional on the trend in currency rates.
99
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 — COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Other important factors which will influence and contribute to Company performance deserve particular mention: (i) the capture of forecasted synergies through the full integration of commercial and administrative processes, concluded in the first quarter of this year; (ii) the implementation of the New Commercial Model Project — Terra Nova, its strategic focus being on the customer, maximizing the firepower of the portfolio of our businesses, our brands and our distribution chain; (iii) the economic indicators of several countries show a deceleration or stabilization in rate of decline. In some emerging markets the level of activity is already on the rise, which may contribute to an increase in world demand in the second half, thus boosting protein sales, if only gradually; (iv) in Brazil, with the improvement in unemployment rates (above expectations), together with the fact that the economy has to date largely escaped the full impact of the market turbulence, leads us to believe that the labor market in terms of employment and income will show more positive signs in relation to earlier forecasts this year. This factor combined with the consumer’s reduced commitments to repaying installments for the acquisition of durable goods may have positive spinoff for the consumption of non-durables such as food.
These forecasted results do not include any effect that the Sadia’s operational conditions and results may have on our consolidated performance in 2009, and to be consolidated as from the third quarter 2009.
São Paulo, August 2009
Nildemar Secches | José Antônio do Prado Fay |
Co-Chairman of the Board of Directors | Chief Executive Officer |
100
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 — COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
Anexo — I
BRF - Brasil Foods S.A.
PUBLIC COMPANY
CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
(R$ Million)
BALANCE SHEET
|
|
|
| 06.30.2009 |
| 12.31.2008 |
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
| 10,407.2 |
| 11,219.5 |
|
CURRENT ASSETS |
|
|
| 5,138.9 |
| 5,985.1 |
|
NONCURRENT ASSETS |
|
|
| 5,268.3 |
| 5,234.4 |
|
Long Term Assets |
|
|
| 565.8 |
| 597.1 |
|
Investments |
|
|
| 1.0 |
| 1.0 |
|
Property, Plant and Equipment |
|
|
| 3,004.9 |
| 2,918.5 |
|
Intangible |
|
|
| 1,542.5 |
| 1,545.7 |
|
Deferred Charges |
|
|
| 154.2 |
| 172.1 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
| 10,407.2 |
| 11,219.5 |
|
CURRENT LIABILITIES |
|
|
| 2,989.3 |
| 3,080.9 |
|
LONG TERM LIABILITIES |
|
|
| 3,404.6 |
| 4,027.4 |
|
NON CONTROLLING SHAREHOLDERS |
|
|
| 1.0 |
| 0.7 |
|
SHAREHOLDERS’ EQUITY |
|
|
| 4,012.3 |
| 4,110.6 |
|
Capital Stock Restated |
|
|
| 3,445.0 |
| 3,445.0 |
|
Reserves |
|
|
| 730.7 |
| 703.7 |
|
Acumulated Results |
|
|
| (163.5 | ) | (38.1 | ) |
INCOME STATEMENT
|
| 2Q09 |
| 2Q08 |
| % Ch. |
|
GROSS SALES |
| 3,124.1 |
| 3,251.0 |
| (3.9 | )% |
Domestic Sales |
| 1,917.4 |
| 1,992.5 |
| (3.8 | )% |
Exports |
| 1,206.7 |
| 1,258.6 |
| (4.1 | )% |
Sales Deductions |
| (421.1 | ) | (418.3 | ) | 0.7 | % |
NET SALES |
| 2,703.0 |
| 2,832.8 |
| (4.6 | )% |
Cost of Sales |
| (2,110.2 | ) | (2,208.2 | ) | (4.4 | )% |
GROSS PROFIT |
| 592.8 |
| 624.6 |
| (5.1 | )% |
Operating Expenses |
| (581.1 | ) | (489.9 | ) | 18.6 | % |
OPERATING INCOME BEFORE FINANCIAL EXPENSES |
| 11.7 |
| 134.7 |
| (91.3 | )% |
Financial Expenses, net |
| 167.6 |
| 32.0 |
| 423.1 | % |
Other Operating Results |
| (12.3 | ) | (51.0 | ) | (76.0 | )% |
INCOME BEFORE FINANCIAL EXP. AND OTHER RESULTS |
| 167.0 |
| 115.7 |
| 44.4 | % |
Income Tax and Social Contribution |
| (37.6 | ) | (36.5 | ) | 3.0 | % |
Employees / Management Profit Sharing |
| — |
| (3.2 | ) | — |
|
Non Controlling Shareholders |
| (0.1 | ) | (0.1 | ) | (28.7 | )% |
NET INCOME |
| 129.3 |
| 75.9 |
| 70.4 | % |
EBITDA |
| 132.5 |
| 233.2 |
| (43.2 | )% |
101
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
12.01 — COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
|
All forward-looking statements contained in this report regarding the Company’s business prospects, projected results and the potential growth of its businesses are mere forecasts based on local management expectations in relation to the Company’s future performance. Dependent as they are on market shifts and on overall performance of the Brazilian economy and the sector and international markets, such estimates are subject to change.
102
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
09.01 — INTERESTS IN SUBSIDIARIES AND/OR AFFILIATES |
|
1 - ITEM | 2 - AFFILIATE/COLIGATE NAME | 3 - GENERAL TAX PAYERS’ | 4 - NATURE OF SHARE CONTROL | 5- % CAPITAL | 6- % INVESTOR NET EQUITY | |
7 - TYPE OF COMPANY | 8 - NUMBER OF SHARES HELD ON CURRENT QUARTER | 9 - NUMBER OF SHARES HELD ON LAST QUARTER | ||||
01 | PERDIGÃO TRADING S.A. | 04,688,823/0001-02 | Private Subsidiary | 100.00 | -0.01 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 100,000 | 100,000 | ||||
|
|
| ||||
02 | PSA LABORATÓRIO VETERINÁRIO LTDA | 08,519,312/0001-18 | Private Subsidiary | 100.00 | 0.07 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 100 | 100 | ||||
|
|
| ||||
03 | PDF PARTICIPAÇÕES LTDA | 08,747,353/0001-61 | Private Subsidiary | 100.00 | 0.00 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 1,000 | 1,000 | ||||
|
|
| ||||
04 | UP ALIMENTOS LTDA | 08,432,089/0001-77 | Private Subsidiary | 50.00 | 0.16 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 1,000 | 1,000 | ||||
|
|
| ||||
05 | AVIPAL NORDESTE S.A. | 01,573,181/0001-08 | Private Subsidiary | 100.00 | 0.77 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 66,075,100 | 66,075,100 | ||||
|
|
| ||||
06 | AVIPAL S.A. ALIMENTOS | 91,399,972/0001-56 | Private Subsidiary | 100.00 | 0.58 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 10,177,028 | 10,177,028 | ||||
|
|
| ||||
07 | AVIPAL CENTRO OESTE S.A. | 05,449,127/0001-06 | Private Subsidiary | 100.00 | 0.01 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 7,465,073 | 7,465,073 | ||||
|
|
| ||||
08 | AVIPAL S.A. CONSTRUTORA E INCORP. | 91,399,956/0001-63 | Private Subsidiary | 100.00 | 0.00 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 445,362 | 445,362 | ||||
103
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
09.01 — INTERESTS IN SUBSIDIARIES AND/OR AFFILIATES |
|
09 | ESTABLEC. LEVINO ZACCARDI Y CIA S.A |
| Private Subsidiary | 90.00 | -0,01 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 1,800,000 | 1,800,000 | ||||
10 | CROSSBAN HOLDING GMBH |
| Private Subsidiary | 100.00 | 22.93 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 35,000 | 35,000 | ||||
11 | PERDIGÃO EXPORT LTDA |
| Private Subsidiary | 100.00 | 0.00 | |
COMMERCIAL, INDUSTRIAL AND OTHERS | 10,000 | 10,000 | ||||
104
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
16.01 — OTHER RELEVANT INFORMATION |
|
1a) Shareholders’ composition of main shareholders, management and fiscal council on 06.30.09 - UNAUDITED:
Shareholders |
| Common shares |
| % |
|
Main shareholders (*) |
| 72,461,290 |
| 35.01 |
|
Management: |
|
|
|
|
|
Board of directors/executive officers |
| 334,605 |
| 0.16 |
|
Fiscal Council |
| — |
| — |
|
Treasury shares |
| 430,485 |
| 0.21 |
|
Other shareholders |
| 133,731,723 |
| 64.62 |
|
|
| 206,958,103 |
| 100.00 |
|
Shares outstanding |
| 133,731,723 |
| 64.62 |
|
(*) Shareholders’ that take part of Voting Agreement.
1b) Shareholders’ composition of main shareholders, management and fiscal council on 07.31.09 - UNAUDITED:
Shareholders |
| Common shares |
| % |
|
Main shareholders (*) |
| 117,318,754 |
| 32.63 |
|
Management: |
|
|
|
|
|
Board of directors/executive officers |
| 3,967,098 |
| 1.10 |
|
Fiscal Council |
| — |
| — |
|
Treasury shares |
| 430,485 |
| 0.12 |
|
Other shareholders |
| 237,879,323 |
| 66.15 |
|
|
| 359,595,660 |
| 100.00 |
|
Shares outstanding |
| 237,879,323 |
| 66.15 |
|
(*) Shareholders that take part of Voting Agreement.
2) Shareholders’ composition of main shareholders, management and fiscal council on June 30, 2008 - UNAUDITED:
Shareholders |
| Common shares |
| % |
|
Main shareholders (*) |
| 76,209,977 |
| 36.82 |
|
Management: |
|
|
|
|
|
Board of directors/executive officers |
| 333,090 |
| 0.16 |
|
Fiscal Council |
| — |
| — |
|
Treasury shares |
| 430,485 |
| 0.21 |
|
Other shareholders |
| 129,984,551 |
| 62.81 |
|
|
| 206,958,103 |
| 100.00 |
|
Shares outstanding |
| 129,984,551 |
| 62.81 |
|
(*) Shareholders that take part of Voting Agreement.
105
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
16.01 — OTHER RELEVANT INFORMATION |
|
3a) The position of the controlling shareholders who are part of the shareholders’ vote agreement and/or are holders of more than 5% of the voting capital as of June 30, 2009, is as follows:
Shareholders |
| Common shares |
| % |
|
PREVI — Caixa Prev. Func. Bco Brasil (1) |
| 29,314,222 |
| 14.16 |
|
PETROS — Fund. Petrobrás Seg. Soc. (1) |
| 24,924,263 |
| 12.04 |
|
Fundo Bird (2) |
| 14,915,867 |
| 7.21 |
|
Fund. Telebrás Seg. Social — SISTEL (1) |
| 8,240,891 |
| 3.98 |
|
VALIA — Fund. Vale do Rio Doce (1) |
| 7,695,352 |
| 3.72 |
|
FPRV1 Sabiá FI Multimercado Previd. (Ex. Fund. Inv. Tit. V M Librium) (3) |
| 2,286,562 |
| 1.10 |
|
|
| 72,461,290 |
| 35.01 |
|
Other |
| 134,496,813 |
| 64.99 |
|
|
| 206,958,103 |
| 100.00 |
|
(1) The Pension Funds are controlled by participating employees of the respective companies and are parties to the Voting Agreement.
(2) Is not part to the Voting Agreement. Belongs to the Shan Ban Shun Family.
(3) Investment fund exclusively held by the by Fundação de Assistência e Previdência Social do BNDES — FAPES. The common shares currently held by the fund are bound by the Voting Agreement.
3b) The position of the controlling shareholders who are part of the shareholders’ vote agreement and/or are holders of more than 5% of the voting capital as of July 31, 2009, is as follows:
Shareholders |
| Common shares |
| % |
|
PREVI — Caixa Prev. Func. Bco Brasil (1) |
| 52,973,446 |
| 14.76 |
|
PETROS — Fund. Petrobrás Seg. Soc. (1) |
| 39,142,463 |
| 10.89 |
|
Fund. Telebrás Seg. Social — SISTEL (1) |
| 8,240,891 |
| 2.29 |
|
VALIA — Fund. Vale do Rio Doce (1) |
| 12,945,352 |
| 3.60 |
|
FPRV1 Sabiá FI Multimercado Previd. (Ex. Fund. Inv. Tit. V M Librium) (3) |
| 4,016,602 |
| 1.12 |
|
|
| 117,318,754 |
| 32.63 |
|
Others |
| 242,276,906 |
| 67.37 |
|
|
| 359,595,660 |
| 100.00 |
|
(1) The Pension Funds are controlled by participating employees of the respective companies and are parties to the Voting Agreement.
(2) Is not part to the Voting Agreement. Belongs to the Shan Ban Shun Family.
(3) Investment fund exclusively held by the by Fundação de Assistência e Previdência Social do BNDES — FAPES. The common shares currently held by the fund are bound by the Voting Agreement.
4a) Shareholders’ composition of main shareholders, management and fiscal council on 06.30.09 - UNAUDITED:
Shareholders |
| Common shares |
| % |
|
a) Controlling shareholders |
| 72,461,290 |
| 35.01 |
|
b) Executive officers and Fiscal Council |
| 334,605 |
| 0.16 |
|
b.1) Executive Officers and Fiscal Council |
|
|
|
|
|
106
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
16.01 — OTHER RELEVANT INFORMATION |
|
Shareholders |
| Common shares |
| % |
|
Board of Directors — Direct participation |
| 334,282 |
| 0.16 |
|
Executive Officers |
| 323 |
| 0 |
|
Fiscal Council |
| — |
| — |
|
4b) Shareholders’ composition of main shareholders, management and fiscal council on 07.31.09 - UNAUDITED:
Shareholders |
| Common shares |
| % |
|
a) Controlling shareholders |
| 117,318,754 |
| 32.63 |
|
b) Executive officers and Fiscal Council |
| 3,967,098 |
| 1.10 |
|
b.1) Executive Officers and Fiscal Council |
|
|
|
|
|
Shareholders |
| Common shares |
| % |
|
Board of Directors — Direct participation |
| 3,966,775 |
| 1.10 |
|
Executive Officers |
| 323 |
| 0 |
|
Fiscal Council |
| — |
| — |
|
5) Free Float shares — UNAUDITED:
On 06.30.09 there were 133,731,723 common shares outstanding (free-floating), 64.62% of total issued.
On 07.31.09 there were 237,879,323 common shares outstanding (free-floating), 66.15% of total issued.
6) Compromissory Clause:
The Company is related to the arbitration at the Capital Market Arbitration Chamber, according to the Compromissory Clause that is part of the Company’s Bylaws.
107
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
20.01 — INDEPENDENT AUDITOR’S REVIEW REPORT |
|
Independent accountant’s review report
(a free translation from the original in Portuguese)
To the Board of Directors and Shareholders of
BRF — Brasil Foods S.A. (formely known as Perdigão S.A.)
São Paulo - SP
1. We have reviewed the quarterly financial information of BRF — Brasil Foods S.A. (formely known as Perdigão S.A.) (the Company) and the consolidated quarterly financial information of the Company and its subsidiaries for the quarter ended June 30, 2009, consisting of the balance sheet, the statements of income, changes in shareholders’ equity, cash flows and added value, the explanatory notes and the management report stet are the responsibility of its management.
2. Our review was conducted in accordance with the standards set forth by IBRACON - The Brazilian Institute of Independent Auditors, in conjunction with the Federal Accounting Council - CFC and consisted mainly of the following: (a) inquiry and discussion with management responsible for the accounting, financial and operational areas of the Company and its subsidiaries, regarding the main criteria adopted in the preparation of the quarterly financial information; and (b) reviewing information and subsequent events that have or may have relevant effects on the financial position and operations of the Company and its subsidiaries.
3. Based on our review, we are not aware of any material modifications that should be made to the quarterly financial information referred to above, for them to be in conformity with the rules issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the quarterly financial information, including CVM Instruction 469/08.
4. As mentioned in note 2, the accounting practices adopted in Brazil changed during 2008 and the effects of the first time adoption were only recorded by the Company and its subsidiaries during the fourth quarter of 2008 and incorporated into in the annual financial statements as of December 31, 2008. The statements of income, changes in shareholders’ equity, cash flows and added value, for the quarter ended June 30, 2008, presented in conjunction with the current quarterly information, are not being restated for comparison purposes, as permitted by Circular Notice /CVM/SNC/SEP 02/2009.
5. As discussed in note 26, on June 08, 2009, the Company acquired the control of Sadia S.A. This transaction is under analysis of the Administrative Counsel for Economic Defense - CADE and involved the execution of Reversibility of Operations and Preservation Agreement, ensuring the reversibility of the transaction until the implementation of the final decision of CADE.
108
FEDERAL PUBLIC DEPARTMENT | |
BRAZILIAN SECURITIES COMMISSION - CVM | |
ITR - Quarterly Information June 30, 2009 CORPORATE LAW | |
COMMERCIAL, INDUSTRIAL COMPANY AND OTHERS | |
| |
01629-2 - BRF-BRASIL FOODS S.A. (OLD PERDIGÃO) | 01.838.723/0001-27 |
|
|
20.01 — INDEPENDENT AUDITOR’S REVIEW REPORT |
|
|
|
August 14, 2009 |
|
|
|
KPMG Auditores Independentes |
|
CRC 2SP014428/O-6 |
|
|
|
Original in Portuguese signed by |
|
José Luiz Ribeiro de Carvalho | Charles Krieck |
Contador CRC 1SP141128/O-2 | Contador CRC 1SP212272/O-2 |
109