(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
INDEX |
Identification | |
Capital Stock Breakdown | 2 |
Individual Financial Statements | |
Balance Sheet Assets | 3 |
Balance Sheet Liabilities | 4 |
Statement of Income | 6 |
Statement of Comprehensive Income | 7 |
Statement of Cash Flows | 8 |
Statement of Changes in Shareholders' Equity | |
Statement of Changes in Shareholders' Equity - from 01/01/2018 to 09/30/2018 | 9 |
Statement of Changes in Shareholders' Equity - from 01/01/2017 to 09/30/2017 | 10 |
Statement of Added Value | 11 |
Consolidated Financial Statements | |
Balance Sheet Assets | 12 |
Balance Sheet Liabilities | 13 |
Statement of Income | 15 |
Statement of Comprehensive Income | 16 |
Statement of Cash Flows | 17 |
Statement of Changes in Shareholders' Equity | |
Statement of Changes in Shareholders' Equity - from 01/01/2018 to 09/30/2018 | 18 |
Statement of Changes in Shareholders' Equity - from 01/01/2017 to 09/30/2017 | 19 |
Statement of Added Value | 20 |
Management Report | 21 |
Explanatory Notes | 51 |
Breakdown of the Capital by Owner | 136 |
Declarations and Opinion | |
Independent Auditors' Report on Review of Quartely Financial Information | 137 |
Opinion of the Audit Committee | 139 |
Statement of Executive Board on the Quartely Financial Information and Independent | |
Auditor's Report on Review of Interim Financial Information | 140 |
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Identification / Capital Stock Breakdown |
Number of shares | Current Quarter |
(Units) | 09.30.18 |
Paid-in Capital | |
Common | 812,473,246 |
Preferred | - |
Total | 812,473,246 |
| |
Treasury Shares |
|
Common | 1,133,601 |
Preferred | - |
Total | 1,133,601 |
2
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Individual FS / Balance Sheet Assets (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
1 | Total Assets | 37,759,613 | 39,983,749 | |
1.01 | Current Assets | 13,305,610 | 17,371,001 | |
1.01.01 | Cash and Cash Equivalents | 2,731,399 | 3,584,701 | |
1.01.02 | Marketable Securities | 316,378 | 166,322 | |
1.01.02.01 | Measured at Fair Value through Profit and Loss | 311,240 | 166,322 | |
1.01.02.01.01 | Held for Trading | 311,240 | 166,322 | |
1.01.02.02 | Financial Investments Measured at Fair Value through Other Comprehensive Income | 5,138 | - | |
1.01.02.02.02 | Measured at Fair Value through Profit and Loss | 5,138 | - | |
1.01.03 | Trade Accounts Receivable | 3,627,667 | 7,433,022 | |
1.01.03.01 | Trade Accounts Receivable | 3,498,941 | 7,325,588 | |
1.01.03.02 | Other Receivables | 128,726 | 107,434 | |
1.01.04 | Inventories | 3,233,423 | 2,817,784 | |
1.01.05 | Biological Assets | 1,219,878 | 1,261,556 | |
1.01.06 | Recoverable Taxes | 801,942 | 842,034 | |
1.01.06.01 | Current Recoverable Taxes | 801,942 | 842,034 | |
1.01.06.01.01 | Income and social contribution tax (IR/CS) | 368,968 | 373,319 | |
1.01.06.01.03 | Recoverable Taxes | 459,077 | 488,454 | |
1.01.06.01.04 | Provision for losses | (26,103) | (19,739) | |
1.01.08 | Other Current Assets | 1,374,923 | 1,265,582 | |
1.01.08.03 | Other | 1,374,923 | 1,265,582 | |
1.01.08.03.01 | Interest on Shareholders' Equity Receivable | 1,163 | 7,352 | |
1.01.08.03.02 | Derivative Financial Instruments | 232,489 | 49,132 | |
1.01.08.03.04 | Accounts Receivable from Disposal of Equity Interest | - | 28,897 | |
1.01.08.03.06 | Restricted Cash | 351,542 | 108,795 | |
1.01.08.03.10 | Other | 789,729 | 1,071,406 | |
1.02 | Non-current Assets | 24,454,003 | 22,612,748 | |
1.02.01 | Non-current Assets | 5,414,702 | 5,523,188 | |
1.02.01.02 | Financial Investments Measured at Fair Value through Other Comprehensive Income | 76,173 | 276,900 | |
1.02.01.02.01 | Available for Sale | 76,173 | 276,900 | |
1.02.01.03 | Marketable Securities Valued at Amortized Cost | 86,390 | 82,418 | |
1.02.01.03.01 | Measured at Amortized Cost | 86,390 | 82,418 | |
1.02.01.04 | Trade Accounts Receivable | 94,884 | 121,749 | |
1.02.01.04.01 | Trade Accounts Receivable | 8,577 | 5,944 | |
1.02.01.04.02 | Other Receivables | 86,307 | 115,805 | |
1.02.01.06 | Biological Assets | 783,267 | 773,560 | |
1.02.01.07 | Deferred Taxes | 843,183 | 883,953 | |
1.02.01.07.01 | Deferred Income Tax and Social Contribution | 843,183 | 883,953 | |
1.02.01.10 | Other Non-current Assets | 3,530,805 | 3,384,608 | |
1.02.01.10.03 | Judicial Deposits | 684,617 | 676,732 | |
1.02.01.10.05 | Income and social contribution tax (IR/CS) | 15,794 | 15,794 | |
1.02.01.10.06 | Provision for losses from Income and social contribution tax (IR/CS) | (8,985) | (8,985) | |
1.02.01.10.07 | Recoverable Taxes | 2,385,125 | 2,344,830 | |
1.02.01.10.08 | Provision for losses | (112,603) | (118,684) | |
1.02.01.10.10 | Restricted Cash | 502,599 | 407,803 | |
1.02.01.10.11 | Other | 64,258 | 67,118 | |
1.02.02 | Investments | 7,168,585 | 4,960,752 | |
1.02.02.01 | Investments | 7,168,585 | 4,960,752 | |
1.02.02.01.01 | Equity in Associates | 8,782 | 7,551 | |
1.02.02.01.02 | Interest on Wholly-owned Subsidiaries | 7,158,696 | 4,952,093 | |
1.02.02.01.04 | Other | 1,107 | 1,108 | |
1.02.03 | Property, Plant and Equipment, Net | 8,915,921 | 9,189,492 | |
1.02.03.01 | Property, Plant and Equipment in Operation | 8,399,973 | 8,611,605 | |
1.02.03.02 | Right of Use in Progress | 213,591 | 220,690 | |
1.02.03.03 | Property, Plant and Equipment in Progress | 302,357 | 357,197 | |
1.02.04 | Intangible | 2,954,795 | 2,939,316 | |
1.02.04.01 | Intangible | 2,954,795 | 2,939,316 | |
1.02.04.01.02 | Software | 181,864 | 188,615 | |
1.02.04.01.03 | Trademarks | 1,173,000 | 1,173,000 | |
1.02.04.01.04 | Goodwill | 1,542,929 | 1,542,929 | |
1.02.04.01.05 | Software Leased | 22,905 | 12,505 | |
1.02.04.01.08 | Other | 34,097 | 22,267 |
See accompanying notes to the consolidated financial statements.
3
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Individual FS / Balance Sheet Liabilities (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
2 | Total Liabilities | 37,759,613 |
| 39,983,749 |
2.01 | Current Liabilities | 12,564,966 | 14,391,025 | |
2.01.01 | Social and Labor Obligations | 188,011 | 205,513 | |
2.01.01.01 | Social Obligations | 117,919 | 118,905 | |
2.01.01.02 | Labor Obligations | 70,092 | 86,608 | |
2.01.02 | Trade Accounts Payable | 5,393,516 | 5,284,296 | |
2.01.02.01 | Domestic Suppliers | 4,770,187 | 4,503,627 | |
2.01.02.01.01 | Domestic Suppliers | 4,158,328 |
| 4,026,929 |
2.01.02.01.02 | Supply Chain Finance | 611,859 |
| 476,698 |
2.01.02.02 | Foreign Suppliers | 623,329 | 780,669 | |
2.01.02.02.01 | Foreign Suppliers | 414,426 |
| 608,453 |
2.01.02.02.02 | Supply Chain Finance | 208,903 |
| 172,216 |
2.01.03 | Tax Obligations | 199,804 | 228,962 | |
2.01.03.01 | Federal Tax Obligations | 38,450 | 50,215 | |
2.01.03.01.02 | Other Federal | 38,450 | 50,215 | |
2.01.03.02 | State Tax Obligations | 159,451 | 176,461 | |
2.01.03.03 | Municipal Tax Obligations | 1,903 | 2,286 | |
2.01.04 | Short Term Debts | 4,009,270 | 4,038,367 | |
2.01.04.01 | Short Term Debts | 4,009,270 | 4,038,367 | |
2.01.04.01.01 | Local Currency | 3,397,807 | 3,401,603 | |
2.01.04.01.02 | Foreign Currency | 611,463 | 636,764 | |
2.01.05 | Other Obligations | 1,800,174 | 3,776,280 | |
2.01.05.01 | Advances from related parties | 891,257 | 3,051,892 | |
2.01.05.01.04 | Advances from related parties | 891,257 | 3,051,892 | |
2.01.05.02 | Other | 908,917 | 724,388 | |
2.01.05.02.01 | Dividends and Interest on Shareholders' Equity Payable | 1,018 | 1,723 | |
2.01.05.02.04 | Derivative Financial Instruments | 582,377 | 282,619 | |
2.01.05.02.05 | Management and Employees Profit Sharing | 19,115 | 95,900 | |
2.01.05.02.08 | Other Obligations | 306,407 | 344,146 | |
2.01.06 | Provisions | 974,191 | 857,607 | |
2.01.06.01 | Tax, Social Security, Labor and Civil Risk Provisions | 504,546 | 516,597 | |
2.01.06.01.01 | Tax Risk Provisions | 128,526 | 51,416 | |
2.01.06.01.02 | Social Security and Labor Risk Provisions | 295,274 | 251,342 | |
2.01.06.01.04 | Civil Risk Provisions | 80,746 | 213,839 | |
2.01.06.02 | Other Provisons | 469,645 | 341,010 | |
2.01.06.02.04 | Vacations & Christmas Bonuses Provisions | 393,035 | 264,400 | |
2.01.06.02.05 | Employee Benefits Provisions | 76,610 | 76,610 | |
2.02 | Non-current Liabilities | 16,569,432 | 14,392,513 | |
2.02.01 | Long-term Debt | 10,847,326 | 9,508,371 | |
2.02.01.01 | Long-term Debt | 10,847,326 | 9,508,371 | |
2.02.01.01.01 | Local Currency | 5,730,077 | 4,970,269 | |
2.02.01.01.02 | Foreign Currency | 5,117,249 | 4,538,102 | |
2.02.02 | Other Obligations | 4,523,951 | 3,614,130 | |
2.02.02.01 | Liabilities with Related Parties | 3,847,853 | 2,634,565 | |
2.02.02.01.04 | Advances from Related Parties and Other Liabilities | 3,847,853 | 2,634,565 | |
2.02.02.02 | Other | 676,098 | 979,565 | |
2.02.02.02.06 | Suppliers | 185,715 | 195,843 | |
2.02.02.02.07 | Other Obligations | 490,383 | 783,722 |
See accompanying notes to the consolidated financial statements.
4
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Individual FS / Balance Sheet Liabilities (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
2.02.04 | Provisions | 1,198,155 | 1,270,012 | |
2.02.04.01 | Tax, Social Security, Labor and Civil Risk Provisions | 898,495 | 998,743 | |
2.02.04.01.01 | Provisions for Tax Contingencies | 199,474 | 221,463 | |
2.02.04.01.02 | Social Security and Labor Risk Provisions | 151,828 | 257,581 | |
2.02.04.01.04 | Provisions for Civil Contingencies | 177,440 | 149,299 | |
2.02.04.01.05 | Contingent Liability | 369,753 | 370,400 | |
2.02.04.02 | Other Provisons | 299,660 | 271,269 | |
2.02.04.02.04 | Employee Benefits Plans | 299,660 | 271,269 | |
2.03 | Shareholders' Equity | 8,625,215 | 11,200,211 | |
2.03.01 | Paid-in Capital | 12,460,471 | 12,460,471 | |
2.03.01.01 | Paid-in Capital | 12,553,418 | 12,553,418 | |
2.03.01.02 | Cost of Shares Issuance | (92,947) | (92,947) | |
2.03.02 | Capital Reserves | 52,194 | 43,614 | |
2.03.02.01 | Goodwill on the Shares Issuance | 166,192 | 166,192 | |
2.03.02.04 | Granted Options | 259,685 | 261,829 | |
2.03.02.05 | Treasury Shares | (60,759) | (71,483) | |
2.03.02.07 | Gain on Disposal of Shares | (73,094) | (73,094) | |
2.03.02.08 | Goodwill on Acquisition of Non-Controlling Entities | (40,534) | (40,534) | |
2.03.02.09 | Acquisition of Non-Controlling Entities | (199,296) |
| (199,296) |
2.03.04 | Profit Reserves | 101,367 | 101,367 | |
2.03.04.01 | Legal Reserves | 101,367 | 101,367 | |
2.03.05 | Accumulated Earnings (Losses) | (1,971,751) |
| - |
2.03.08 | Other Comprehensive Loss | (2,017,066) | (1,405,241) | |
2.03.08.01 | Derivative Financial Intruments | (675,656) | (572,152) | |
2.03.08.02 | Financial Instruments (Fair Value through Other Comprehensive Income) | (107,789) | (56,258) | |
2.03.08.03 | Cumulative Translation Adjustments of Foreign Currency | (1,471,589) | (766,959) | |
2.03.08.04 | Actuarial Gain (Losses) | 748 | (9,872) | |
2.03.08.06 | Restatement by Hyperinflation | 237,220 | - |
See accompanying notes to the consolidated financial statements.
5
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Individual FS / Statement of Income (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Accumulated Current Year |
| Previous Quarter |
| Accumulated Previous Year |
3.01 | Net Sales | 6,077,084 | 17,561,421 | 6,286,111 | 18,937,216 | |||
3.02 | Cost of Goods Sold | (5,475,695) | (15,857,933) | (5,033,433) | (15,532,832) | |||
3.03 | Gross Profit | 601,389 | 1,703,488 | 1,252,678 | 3,404,384 | |||
3.04 | Operating (Expenses) Income | (801,432) | (1,901,318) | (1,096,644) | (2,915,857) | |||
3.04.01 | Selling | (797,659) | (2,360,767) | (759,540) | (2,203,811) | |||
3.04.02 | General and Administrative | (83,811) | (206,940) | (61,165) | (181,165) | |||
3.04.03 | Impairment Loss on Trade and Other Receivables | (4,115) | (20,290) | (5,336) | (29,153) | |||
3.04.04 | Other Operating Income | (6,630) | 108,213 | 138,282 | 216,470 | |||
3.04.05 | Other Operating Expenses | (75,666) | (211,296) | (152,577) | (412,974) | |||
3.04.06 | Income from Associates and Joint Ventures | 166,449 | 789,762 | (256,308) | (305,224) | |||
3.05 | Income Before Financial and Tax Results | (200,043) | (197,830) | 156,034 | 488,527 | |||
3.06 | Financial Results | (627,450) | (2,102,510) | 83,511 | (1,145,741) | |||
3.06.01 | Financial Income | 260,304 | 809,169 | 836,027 | 859,303 | |||
3.06.02 | Financial Expenses | (887,754) | (2,911,679) | (752,516) | (2,005,044) | |||
3.07 | Loss Before Taxes | (827,493) | (2,300,340) | 239,545 | (657,214) | |||
3.08 | Income and Social Contribution | 28,512 | (51,462) | (109,546) | 338,468 | |||
3.08.01 | Current | - | - | 41,461 | 25,410 | |||
3.08.02 | Deferred | 28,512 | (51,462) | (151,007) | 313,058 | |||
3.09 | Loss from Continued Operations | (798,981) | (2,351,802) | 129,999 | (318,746) | |||
3.11 | Loss | (798,981) | (2,351,802) | 129,999 | (318,746) | |||
3.99 | Earnings per Share - (Brazilian Reais/Share) | |||||||
3.99.01 | Earnings per Share - Basic | |||||||
3.99.01.01 | ON | (0.98484) | (2.89897) | 0.16149 | (0.39793) | |||
3.99.02 | Earning per Share - Diluted | |||||||
3.99.02.01 | ON | (0.98484) | (2.89897) | 0.16149 | (0.39793) |
See accompanying notes to the consolidated financial statements
6
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Individual FS / Statement of Comprehensive Income (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter | Accumulated Current Year | Previous Quarter | Accumulated Previous Year | |||
4.01 | Loss | (798,981) | (2,351,802) | 129,999 | (318,746) | |||
4.02 | Other Comprehensive Income | (216,602) | (611,825) | (5,784) | (25,604) | |||
4.02.01 | Gains (Losses) in Foreign Currency Translation Adjustments | (558,146) | (704,630) | (121,692) | (65,572) | |||
4.02.02 | Unrealized Gains (Losses) in Available for Sale Marketable Securities | (19,251) | (75,372) | (17,139) | (27,885) | |||
4.02.03 | Taxes on Unrealized Gains (Losses) on Investments on Available for Sale Marketable Securities | 6,605 | 23,841 | 6,982 | 6,683 | |||
4.02.04 | Unrealized Losses on Cash Flow Hedge | 169,742 | (157,420) | 179,289 | 74,148 | |||
4.02.05 | Taxes on Unrealized Gains on Cash Flow Hedge | (56,557) | 53,916 | (57,440) | (25,748) | |||
4.02.06 | Actuarial Gains on Pension and Post-employment Plans | 5,947 | 16,923 | 6,466 | 19,518 | |||
4.02.07 | Taxes on Realized Losses on Pension Post-employment Plans | (2,162) | (6,303) | (2,250) | (6,748) | |||
4.02.10 | Restatement by Hyperinflation | 237,220 | 237,220 | - | - | |||
4.03 | Comprehensive Loss | (1,015,583) | (2,963,627) | 124,215 | (344,350) |
See accompanying notes to the consolidated financial statements.
7
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Individual FS / Statement of Cash Flow (Indirect method) (in thousands of Brazilian Reais) |
Account Code | Account Description | Accumulated Current Year |
| Accumulated Previous Year |
6.01 | Net Cash Provided by (used in) Operating Activities | 165,801 | (414,194) | |
6.01.01 | Cash from Operations | 472,511 | 1,528,480 | |
6.01.01.01 | Loss for the Period | (2,351,802) | (318,746) | |
6.01.01.03 | Depreciation and Amortization | 574,564 | 564,249 | |
6.01.01.04 | Depreciation and Depletion of Biological Assets | 444,464 | 462,923 | |
6.01.01.05 | Results on Disposals of Property, Plant and Equipments | 16,395 | 10,350 | |
6.01.01.06 | Interest on Shareholders' Equity Received - Minerva | - | (6,872) | |
6.01.01.08 | Deferred Income Tax | 51,462 | (313,058) | |
6.01.01.09 | Provision for Tax, Civil and Labor Risks | 176,957 | 295,671 | |
6.01.01.10 | Interest and Exchange Rate Variations | 1,853,828 | 795,895 | |
6.01.01.11 | Equity Pick-Up | (789,762) | 305,224 | |
6.01.01.12 | Provision for Losses in Inventories | 220,957 | 49,465 | |
6.01.01.13 | Tax Amnesty Program | - | (411,520) | |
6.01.01.16 | Restatement by Hyperinflation | - | - | |
6.01.01.17 | Others | 275,448 | 94,899 | |
6.01.02 | Changes in Operating Assets and Liabilities | (306,710) | (1,942,674) | |
6.01.02.01 | Trade Accounts Receivable | 2,435,296 | (16,545) | |
6.01.02.02 | Inventories | (649,194) | (369,478) | |
6.01.02.03 | Trade Accounts Payable | (322,423) | (186,171) | |
6.01.02.04 | Supply Chain Finance | 171,848 | (921,774) | |
6.01.02.05 | Payment of Tax, Civil and Labor Risks Provisions | (234,887) | (299,108) | |
6.01.02.06 | Others Operating Assets and Liabilities | (1,166,836) | 249,030 | |
6.01.02.07 | Investment in Held for Trading Securities | (148,800) | - | |
6.01.02.08 | Redemption of Held for Trading Securities | 13,428 | 29,655 | |
6.01.02.11 | Fair value for for Assets and Liabilities | 36,137 | (168,072) | |
6.01.02.12 | Payment of Interest | (599,550) | (765,471) | |
6.01.02.14 | Interest on Shareholders' Equity Received | 10,912 | 29,123 | |
6.01.02.15 | Biological assets - Current | 41,678 |
| 197,114 |
6.01.02.16 | Interest received | 105,681 | 279,023 | |
6.02 | Net Cash used in Investing Activities | (1,164,670) | (1,309,975) | |
6.02.01 | Marketable Securities | - | (80,622) | |
6.02.02 | Redemptions of Financial Investments | - | 86,260 | |
6.02.03 | Investment in Available for Sale | (5,035) | - | |
6.02.04 | Redemptions of Available for Sale | 140,886 | 15,011 | |
6.02.05 | Redemptions of Restricted Cash (Investments) | (282,673) | 2,314 | |
6.02.06 | Additions to Property, Plant and Equipment | (349,727) | (594,958) | |
6.02.07 | Receivable from Disposals of Property, Plant and Equipment | 48,725 | 115,589 | |
6.02.08 | Capital increase in subsidiaries | (148,576) | - | |
6.02.09 | Additions to Intangible | (15,675) | (48,036) | |
6.02.10 | Additions to Biological Assets - Non-current | (424,656) | (434,617) | |
6.02.11 | Investments in Associates and Joint Venturies | 5,104 | (910) | |
6.02.12 | Business Combination, net of cash | - | (59,186) | |
6.02.13 | Net Cash Transferred to Subsidiaries | - | (309,615) | |
6.02.17 | Advance for Future Capital Increase | (133,043) | (1,205) | |
6.03 | Net Cash Provided by Financing Activities | 142,731 | 2,757,910 | |
6.03.01 | Proceeds from Debt Issuance | 5,352,686 | 5,122,224 | |
6.03.02 | Payment of Debt | (5,138,559) | (2,767,355) | |
6.03.07 | Treasury Shares Disposal | - | 509,875 | |
6.03.11 | Lease | (71,396) | (106,834) | |
6.04 | Exchange Rate Variation on Cash and Cash Equivalents | 2,836 | (10,470) | |
6.05 | Increase (Decrease) in Cash and Cash Equivalents | (853,302) | 1,023,271 | |
6.05.01 | At the Beginning of the Period | 3,584,701 | 3,856,505 | |
6.05.02 | At the End of the Period | 2,731,399 | 4,879,776 |
See accompanying notes to the consolidated financial statements.
8
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Individual FS / Statement of Changes in Shareholders' Equity for the Period from 01/01/2018 to 09/30/2018 (in thousands of Brazilian Reais) |
Account Code | Account Description | Paid-in Capital |
| Capital Reserves, Granted Options and Treasury Shares |
| Profit Reserves |
| Retained Earnings |
| Other Comprehensive Income |
| Shareholders' Equity |
5.01 | Balance at January 1, 2018 | 12,460,471 | 43,614 | 101,367 | - | (1,405,241) | 11,200,211 | |||||
5.02 | Previous Year Adjustment | - | - | - | 444,027 | - | 444,027 | |||||
5.02.01 | Adoption of IFRS 9 | - | - | - | (15,696) | - | (15,696) | |||||
5.02.02 | Restatement by Hyperinflation | - | - | - | 459,723 | - | 459,723 | |||||
5.03 | Opening Balance Adjusted | 12,460,471 | 43,614 | 101,367 | 444,027 | (1,405,241) | 11,644,238 | |||||
5.04 | Share-based Payments | - | 8,580 | - | - | - | 8,580 | |||||
5.04.03 | Options Granted | - | 4,120 | - | - | - | 4,120 | |||||
5.04.05 | Treasury Shares Sold | - | 4,460 | - | - | - | 4,460 | |||||
5.05 | Total Comprehensive Loss | - | - | - | (2,415,778) | (611,825) | (3,027,603) | |||||
5.05.01 | Loss for the Period | - | - | - | (2,351,802) | - | (2,351,802) | |||||
5.05.02 | Other Comprehensive Loss | - | - | - | (63,976) | (611,825) | (675,801) | |||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | (157,420) | (157,420) | |||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | 53,916 | 53,916 | |||||
5.05.02.06 | Unrealized Losses in Available for Sale Marketable Securities | - | - | - | - | (75,372) | (75,372) | |||||
5.05.02.07 | Tax on Unrealized Gains in Available for Sale Marketable Securities | - | - | - | - | 23,841 | 23,841 | |||||
5.05.02.08 | Actuarial Gains on Pension and Post-employment Plans | - | - | - | - | 10,620 | 10,620 | |||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (704,630) | (704,630) | |||||
5.05.02.10 | Realized Loss in Available for Sale Marketable Securities | - | - | - | (63,976) | - | (63,976) | |||||
5.05.02.11 | Restatement by Hyperinflation | - | - | - | - | 237,220 | 237,220 | |||||
5.07 | Balance at September 30, 2018 | 12,460,471 | 52,194 | 101,367 | (1,971,751) | (2,017,066) | 8,625,215 |
See accompanying notes to the consolidated financial statements.
9
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Individual FS / Statement of Changes in Shareholders' Equity for the Period from 01/01/2017 to 09/30/2017 (in thousands of Brazilian Reais) |
Account Code | Account Description | Paid-in Capital |
| Capital Reserves, Granted Options and Treasury Shares |
| Profit Reserves |
| Retained Earnings |
| Other Comprehensive Income |
| Shareholders' Equity |
5.01 | Balance at January 1, 2017 | 12,460,471 | (680,850) | 1,350,675 | - | (1,290,318) | 11,839,978 | |||||
5.03 | Opening Balance Adjusted | 12,460,471 | (680,850) | 1,350,675 | - | (1,290,318) | 11,839,978 | |||||
5.04 | Share-based Payments | - | 714,758 | (140,498) | - | - | 574,260 | |||||
5.04.03 | Options Granted | - | 33,690 | - | - | - | 33,690 | |||||
5.04.05 | Treasury Shares Sold | - | 650,373 | - | - | - | 650,373 | |||||
5.04.09 | Treasury Shares Canceled | - | (17,776) | - | - | - | (17,776) | |||||
5.04.12 | Acquisition of Non-Controlling Entities | - | 48,471 | - | - | - | 48,471 | |||||
5.04.14 | Losses in Treasury Shares Sold | - | - | (140,498) | - | - | (140,498) | |||||
5.05 | Total Comprehensive Loss | - | - | - | (318,746) | (25,604) | (344,350) | |||||
5.05.01 | Loss for the Period | - | - | - | (318,746) | - | (318,746) | |||||
5.05.02 | Other Comprehensive Loss | - | - | - | - | (25,604) | (25,604) | |||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 74,148 | 74,148 | |||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (25,748) | (25,748) | |||||
5.05.02.06 | Unrealized Gain in Available for Sale Marketable Securities | - | - | - | - | (27,885) | (27,885) | |||||
5.05.02.07 | Tax on Unrealized Losses in Available for Sale Marketable Securities | - | - | - | - | 6,683 | 6,683 | |||||
5.05.02.08 | Actuarial gains on pension and post-employment plans | - | - | - | - | 12,770 | 12,770 | |||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (65,572) | (65,572) | |||||
5.07 | Balance at September 30, 2017 | 12,460,471 | 33,908 | 1,210,177 | (318,746) | (1,315,922) | 12,069,888 |
See accompanying notes to the consolidated financial statements.
10
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Individual FS / Statement of Value Added (in thousands of Brazilian Reais) |
Account Code | Account Description | Accumulated Current Year |
| Accumulated Previous Year |
7.01 | Revenues | 19,982,089 | 21,210,311 | |
7.01.01 | Sales of Goods, Products and Services | 19,815,270 | 21,135,871 | |
7.01.02 | Other Income | (123,625) | (387,277) | |
7.01.03 | Revenue Related to Construction of Own Assets | 335,644 | 458,538 | |
7.01.04 | (Provision) Reversal for Doubtful Accounts Reversal | (45,200) | 3,179 | |
7.02 | Raw Material Acquired from Third Parties | (14,579,219) | (13,948,716) | |
7.02.01 | Costs of Products and Goods Sold | (12,225,283) | (12,086,462) | |
7.02.02 | Materials, Energy, Third Parties Services and Other | (1,810,680) | (1,819,246) | |
7.02.03 | Recovery (Loss) of Assets Values | (543,256) | (43,008) | |
7.03 | Gross Added Value | 5,402,870 | 7,261,595 | |
7.04 | Retentions | (1,019,028) | (1,027,172) | |
7.04.01 | Depreciation, Amortization and Exhaustion | (1,019,028) | (1,027,172) | |
7.05 | Net Added Value | 4,383,842 | 6,234,423 | |
7.06 | Received from Third Parties | 1,601,221 | 555,713 | |
7.06.01 | Equity Pick-Up | 789,762 | (305,224) | |
7.06.02 | Financial Income | 809,169 | 859,303 | |
7.06.03 | Other | 2,290 | 1,634 | |
7.07 | Added Value to be Distributed | 5,985,063 | 6,790,136 | |
7.08 | Distribution of Added Value | 5,985,063 | 6,790,136 | |
7.08.01 | Payroll | 2,716,313 | 2,825,940 | |
7.08.01.01 | Salaries | 1,974,733 | 2,194,028 | |
7.08.01.02 | Benefits | 591,686 | 481,395 | |
7.08.01.03 | Government Severance Indemnity Fund for Employees | 149,894 | 150,517 | |
7.08.02 | Taxes, Fees and Contributions | 2,558,437 | 2,122,774 | |
7.08.02.01 | Federal | 1,119,423 | �� 741,443 | |
7.08.02.02 | State | 1,415,353 | 1,356,775 | |
7.08.02.03 | Municipal | 23,661 | 24,556 | |
7.08.03 | Capital Remuneration from Third Parties | 3,062,115 | 2,160,168 | |
7.08.03.01 | Interests | 2,924,331 | 2,031,110 | |
7.08.03.02 | Rents | 137,784 | 129,058 | |
7.08.04 | Interest on Own Capital | (2,351,802) | (318,746) | |
7.08.04.03 | Accumulated Losses | (2,351,802) | (318,746) |
See accompanying notes to the consolidated financial statements.
11
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Consolidated FS / Balance Sheet Assets (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
1 | Total Assets | 44,518,707 | 45,228,481 | |
1.01 | Current Assets | 18,253,204 | 19,185,523 | |
1.01.01 | Cash and Cash Equivalents | 4,424,095 | 6,010,829 | |
1.01.02 | Marketable Securities | 563,830 | 228,430 | |
1.01.02.01 | Measured at Fair Value through Profit and Loss | 344,187 | 195,994 | |
1.01.02.01.01 | Held for Trading | 344,187 | 195,994 | |
1.01.02.02 | Financial Investments Measured at Fair Value through Other Comprehensive Income | 22,203 | 15,447 | |
1.01.02.02.02 | Measued at Fair Value through Profit and Loss | 22,203 | 15,447 | |
1.01.02.03 | Marketable Securities Measured at Amortized Cost | 197,440 | 16,989 | |
1.01.02.03.01 | Measured at Amortized Cost | 197,440 | 16,989 | |
1.01.03 | Trade Accounts Receivable | 3,536,761 | 4,032,149 | |
1.01.03.01 | Trade Accounts Receivable | 3,399,943 | 3,919,022 | |
1.01.03.02 | Other Receivables | 136,818 | 113,127 | |
1.01.04 | Inventories | 5,543,805 | 4,948,168 | |
1.01.05 | Biological Assets | 1,442,204 | 1,510,480 | |
1.01.06 | Recoverable Taxes | 1,330,369 | 1,228,259 | |
1.01.06.01 | Current Recoverable Taxes | 1,330,369 | 1,228,259 | |
1.01.06.01.01 | Income and social contribution tax (IR/CS) | 589,469 | 499,341 | |
1.01.06.01.03 | Recoverable Taxes | 768,941 | 752,021 | |
1.01.06.01.04 | Provision for losses | (28,041) | (23,103) | |
1.01.08 | Other Current Assets | 1,412,140 | 1,227,208 | |
1.01.08.03 | Other | 1,412,140 | 1,227,208 | |
1.01.08.03.01 | Interest on Shareholders' Equity Receivable | - | 6,187 | |
1.01.08.03.02 | Derivative Financial Instruments | 232,955 | 90,536 | |
1.01.08.03.04 | Accounts Receivable from Disposal of Equity Interest | - | 28,897 | |
1.01.08.03.06 | Restricted Cash | 373,052 | 127,821 | |
1.01.08.03.10 | Other | 806,133 | 973,767 | |
1.02 | Non-current Assets | 26,265,503 | 26,042,958 | |
1.02.01 | Non-current Assets | 6,543,589 | 6,586,544 | |
1.02.01.02 | Financial Investments Measured at Fair Value through Other Comprehensive Income | 121,222 | 328,816 | |
1.02.01.02.01 | Available for Sale | 121,222 | 328,816 | |
1.02.01.03 | Marketable Securities Evaluated at Amortized Cost | 150,158 | 239,989 | |
1.02.01.03.01 | Measured at Amortized Cost | 150,158 | 239,989 | |
1.02.01.04 | Trade Accounts Receivable | 95,532 | 122,654 | |
1.02.01.04.01 | Trade Accounts Receivable | 9,128 | 6,260 | |
1.02.01.04.02 | Other Receivables | 86,404 | 116,394 | |
1.02.01.06 | Biological Assets | 970,782 | 903,654 | |
1.02.01.07 | Deferred Taxes | 1,317,166 | 1,369,366 | |
1.02.01.07.01 | Deferred Income Tax and Social Contribution | 1,317,166 | 1,369,366 | |
1.02.01.10 | Other Non-current Assets | 3,888,729 | 3,622,065 | |
1.02.01.10.03 | Judicial Deposits | 703,847 | 688,940 | |
1.02.01.10.05 | Income and social contribution tax (IR/CS) | 21,332 | 29,039 | |
1.02.01.10.06 | Provision for losses from Income and social contribution tax (IR/CS) | (9,029) | (9,029) | |
1.02.01.10.07 | Recoverable Taxes | 2,708,336 | 2,555,555 | |
1.02.01.10.08 | Provision for losses | (145,332) | (137,400) | |
1.02.01.10.10 | Restricted Cash | 502,599 | 407,803 | |
1.02.01.10.11 | Other | 106,976 | 87,157 | |
1.02.02 | Investments | 83,553 | 68,195 | |
1.02.02.01 | Investments | 75,767 | 61,343 | |
1.02.02.01.01 | Equity in Associates | 74,652 | 60,227 | |
1.02.02.01.05 | Other | 1,115 | 1,116 | |
1.02.02.02 | Investments Property | 7,786 | 6,852 | |
1.02.02.02.01 | Investments Property | 7,786 | 6,852 | |
1.02.03 | Property, Plant and Equipment, Net | 11,948,535 | 12,190,583 | |
1.02.03.01 | Property, Plant and Equipment in Operation | 11,331,507 | 11,508,581 | |
1.02.03.02 | Right of Use in Progress | 221,578 | 228,056 | |
1.02.03.03 | Property, Plant and Equipment in Progress | 395,450 | 453,946 | |
1.02.04 | Intangible | 7,689,826 | 7,197,636 | |
1.02.04.01 | Intangible | 7,689,826 | 7,197,636 | |
1.02.04.01.02 | Software | 222,306 | 210,228 | |
1.02.04.01.03 | Trademarks | 1,565,144 | 1,649,910 | |
1.02.04.01.04 | Goodwill | 4,617,380 | 4,192,228 | |
1.02.04.01.05 | Software Leased | 22,905 | 12,505 | |
1.02.04.01.08 | Other | 1,262,091 | 1,132,765 |
See accompanying notes to the consolidated financial statements.
12
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Consolidated FS / Balance Sheet Liabilities (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
2 | Total Liabilities | 44,518,707 | 45,228,481 | |
2.01 | Current Liabilities | 15,246,812 | 14,907,874 | |
2.01.01 | Social and Labor Obligations | 325,944 | 330,448 | |
2.01.01.01 | Social Obligations | 166,051 | 159,106 | |
2.01.01.02 | Labor Obligations | 159,893 | 171,342 | |
2.01.02 | Trade Accounts Payable | 7,000,201 | 7,160,675 | |
2.01.02.01 | Domestic Suppliers | 5,243,799 | 4,937,047 | |
2.01.02.01.01 | Domestic Suppliers | 4,552,196 |
| 4,418,630 |
2.01.02.01.02 | Supply Chain Finance | 691,603 |
| 518,417 |
2.01.02.02 | Foreign Suppliers | 1,756,402 | 2,223,628 | |
2.01.02.02.01 | Foreign Suppliers | 1,547,499 |
| 2,026,856 |
2.01.02.02.02 | Supply Chain Finance | 208,903 |
| 196,772 |
2.01.03 | Tax Obligations | 435,615 | 426,028 | |
2.01.03.01 | Federal Tax Obligations | 168,977 | 160,844 | |
2.01.03.01.01 | Income Tax and Social Contribution Payable | 121,144 | 93,278 | |
2.01.03.01.02 | Other Federal | 47,833 | 67,566 | |
2.01.03.02 | State Tax Obligations | 264,211 | 262,343 | |
2.01.03.03 | Municipal Tax Obligations | 2,427 | 2,841 | |
2.01.04 | Short Term Debts | 5,036,045 | 5,031,351 | |
2.01.04.01 | Short Term Debts | 5,036,045 | 5,031,351 | |
2.01.04.01.01 | Local Currency | 3,474,048 | 3,592,760 | |
2.01.04.01.02 | Foreign Currency | 1,561,997 | 1,438,591 | |
2.01.05 | Other Obligations | 1,347,773 | 999,952 | |
2.01.05.01 | Liabilities with Related Parties | - | 5 | |
2.01.05.01.01 | Débitos com Coligadas | - | 5 | |
2.01.05.02 | Other | 1,347,773 | 999,947 | |
2.01.05.02.01 | Dividends and Interest on Shareholders' Equity Payable | 1,094 | 1,916 | |
2.01.05.02.04 | Derivative Financial Instruments | 639,707 | 299,491 | |
2.01.05.02.05 | Management and Employees Profit Sharing | 20,509 | 95,900 | |
2.01.05.02.08 | Other Obligations | 686,463 | 602,640 | |
2.01.06 | Provisions | 1,101,234 | 959,420 | |
2.01.06.01 | Tax, Social Security, Labor and Civil Risk Provisions | 528,330 | 536,089 | |
2.01.06.01.01 | Tax Risk Provisions | 128,526 | 51,416 | |
2.01.06.01.02 | Social Security and Labor Risk Provisions | 314,747 | 264,552 | |
2.01.06.01.04 | Civil Risk Provisions | 85,057 | 220,121 | |
2.01.06.02 | Other Provisons | 572,904 | 423,331 | |
2.01.06.02.04 | Vacations and Christmas Bonuses Provisions | 487,719 | 338,146 | |
2.01.06.02.05 | Employee Benefits Provisions | 85,185 | 85,185 | |
2.02 | Non-current Liabilities | 20,031,604 | 18,607,825 | |
2.02.01 | Long-term Debt | 17,015,492 | 15,413,027 | |
2.02.01.01 | Long-term Debt | 17,015,492 | 15,413,027 | |
2.02.01.01.01 | Local Currency | 6,510,077 | 5,750,269 | |
2.02.01.01.02 | Foreign Currency | 10,505,415 | 9,662,758 | |
2.02.02 | Other Obligations | 1,441,093 | 1,492,776 | |
2.02.02.02 | Other | 1,441,093 | 1,492,776 | |
2.02.02.02.06 | Suppliers | 188,444 | 196,771 | |
2.02.02.02.07 | Other Obligations | 1,252,649 | 1,296,005 | |
2.02.03 | Deferred Taxes | 220,347 | 155,303 | |
2.02.03.01 | Deferred Income Tax and Social Contribution | 220,347 | 155,303 |
See accompanying notes to the consolidated financial statements.
13
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Consolidated FS / Balance Sheet Liabilities (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
2.02.04 | Provisions | 1,354,672 | 1,546,719 | |
2.02.04.01 | Tax, Social Security, Labor and Civil Risk Provisions | 1,018,633 | 1,237,116 | |
2.02.04.01.01 | Provisions for Tax Contingencies | 210,409 | 251,972 | |
2.02.04.01.02 | Social Security and Labor Risk Provisions | 240,459 | 427,172 | |
2.02.04.01.04 | Provisions for Civil Contingencies | 197,876 | 187,330 | |
2.02.04.01.05 | Contingent Liabilities | 369,889 | 370,642 | |
2.02.04.02 | Other Provisons | 336,039 | 309,603 | |
2.02.04.02.04 | Employee Benefits Plans | 336,039 | 309,603 | |
2.03 | Shareholders' Equity | 9,240,291 | 11,712,782 | |
2.03.01 | Paid-in Capital | 12,460,471 | 12,460,471 | |
2.03.01.01 | Paid-in Capital | 12,553,418 | 12,553,418 | |
2.03.01.02 | Cost of Shares Issuance | (92,947) | (92,947) | |
2.03.02 | Capital Reserves | 52,194 | 43,614 | |
2.03.02.01 | Goodwill on the Shares Issuance | 166,192 | 166,192 | |
2.03.02.04 | Granted Options | 259,685 | 261,829 | |
2.03.02.05 | Treasury Shares | (60,759) | (71,483) | |
2.03.02.07 | Gain on Disposal of Shares | (73,094) | (73,094) | |
2.03.02.08 | Goodwill on Acquisition of Non-Controlling Interests | (40,534) | (40,534) | |
2.03.02.09 | Acquisition of Non-Controlling Interests | (199,296) |
| (199,296) |
2.03.04 | Profit Reserves | 101,367 | 101,367 | |
2.03.04.01 | Legal Reserves | 101,367 | 101,367 | |
2.03.05 | Accumulated Earnings / Loss | (1,971,751) | - | |
2.03.08 | Other Comprehensive Loss | (2,017,066) | (1,405,241) | |
2.03.08.01 | Derivative Financial Instruments | (675,656) | (572,152) | |
2.03.08.02 | Financial Instruments (Fair Value through Other Comprehensive Income) | (107,789) | (56,258) | |
2.03.08.03 | Cumulative Translation Adjustments of Foreign Currency | (1,471,589) | (766,959) | |
2.03.08.04 | Actuarial Gain (Losses) | 748 | (9,872) | |
2.03.08.06 | Restatement by Hyperinflation | 237,220 | - | |
2.03.09 | Non-controlling Interest | 615,076 | 512,571 |
See accompanying notes to the consolidated financial statements.
14
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Consolidated FS / Statement of Income (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Accumulated Current Year |
| Previous Quarter |
| Accumulated Previous Year |
3.01 | Net Sales | 8,767,347 | 24,983,062 | 8,732,268 | 24,568,341 | |||
3.02 | Cost of Goods Sold | (7,364,966) | (21,431,407) | (6,825,280) | (19,802,871) | |||
3.03 | Gross Profit | 1,402,381 | 3,551,655 | 1,906,988 | 4,765,470 | |||
3.04 | Operating (Expenses) Income | (1,489,773) | (4,157,499) | (1,348,331) | (4,029,410) | |||
3.04.01 | Selling | (1,217,723) | (3,544,885) | (1,163,903) | (3,353,005) | |||
3.04.02 | General and Administrative | (173,771) | (461,202) | (146,837) | (425,571) | |||
3.04.03 | Impairment Loss on Trade and Other Receivables | (5,146) | (37,285) | (7,835) | (31,520) | |||
3.04.04 | Other Operating Income | 541 | 121,290 | 141,872 | 224,109 | |||
3.04.05 | Other Operating Expenses | (99,104) | (249,710) | (174,690) | (460,179) | |||
3.04.06 | Income from Associates and Joint Ventures | 5,430 | 14,293 | 3,062 | 16,756 | |||
3.05 | Income Before Financial and Tax Results | (87,392) | (605,844) | 558,657 | 736,060 | |||
3.06 | Financial Results | (507,351) | (1,597,579) | (350,751) | (1,458,290) | |||
3.06.01 | Financial Income | 587,652 | 1,720,375 | 892,718 | 1,215,628 | |||
3.06.02 | Financial Expenses | (1,095,003) | (3,317,954) | (1,243,469) | (2,673,918) | |||
3.07 | Income Before Taxes | (594,743) | (2,203,423) | 207,906 | (722,230) | |||
3.08 | Income and Social Contribution | (217,710) | (137,484) | (70,319) | 407,771 | |||
3.08.01 | Current | 44,358 | (33,517) | 52,207 | (11,705) | |||
3.08.02 | Deferred | (262,068) | (103,967) | (122,526) | 419,476 | |||
3.09 | Loss from Continued Operations | (812,453) | (2,340,907) | 137,587 | (314,459) | |||
3.11 | Loss | (812,453) | (2,340,907) | 137,587 | (314,459) | |||
3.11.01 | Attributable to: Controlling Shareholders | (798,981) | (2,351,802) | 129,999 | (318,746) | |||
3.11.02 | Attributable to: Non-controlling Interest | (13,472) | 10,895 | 7,588 | 4,287 | |||
3.99 | Earnings per share - (Brazilian Reais/Share) | |||||||
3.99.01 | Earnings per Share - Basic | |||||||
3.99.01.01 | ON | (1.00144) | (2.88554) | 0.17091 | (0.39258) | |||
3.99.02 | Earning per Share - Diluted | |||||||
3.99.02.01 | ON | (1.00144) | (2.88554) | 0.17091 | (0.39258) |
See accompanying notes to the consolidated financial statements.
15
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Consolidated FS / Statement of Comprehensive Income (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Accumulated Current Year |
| Previous Quarter |
| Accumulated Previous Year |
4.01 | Loss | (812,453) |
| (2,340,907) |
| 137,587 |
| (314,459) |
4.02 | Other Comprehensive Income | (216,602) |
| (611,825) |
| (5,784) |
| (25,604) |
4.02.01 | Gains (Losses) in Foreign Currency Translation Adjustments | (558,146) |
| (704,630) |
| (121,692) |
| (65,572) |
4.02.02 | Unrealized Gains (Losses) in Available for Sale Marketable Securities | (19,251) | (75,372) | (17,139) | (27,885) | |||
4.02.03 | Taxes on Unrealized Gains (Losses) on Investments on Available for Sale Marketable Securities | 6,605 | 23,841 | 6,982 | 6,683 | |||
4.02.04 | Unrealized Losses on Cash Flow Hedge | 169,742 | (157,420) | 179,289 | 74,148 | |||
4.02.05 | Taxes on Unrealized Gains on Cash Flow Hedge | (56,557) | 53,916 | (57,440) | (25,748) | |||
4.02.06 | Actuarial Gains on Pension and Post-employment Plans | 5,947 | 16,923 | 6,466 | 19,518 | |||
4.02.07 | Taxes on Realized Losses on Pension Post-employment Plans | (2,162) | (6,303) | (2,250) | (6,748) | |||
4.02.10 | Restatement by Hyperinflation | 237,220 | 237,220 | - | - | |||
4.03 | Comprehensive Loss | (1,029,055) |
| (2,952,732) |
| 131,803 |
| (340,063) |
4.03.01 | Attributable to: BRF Shareholders | (1,015,583) |
| (2,963,627) |
| 124,215 |
| (344,350) |
4.03.02 | Attributable to: Non-Controlling Interests | (13,472) |
| 10,895 |
| 7,588 |
| 4,287 |
See accompanying notes to the consolidated financial statements.
16
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Consolidated FS / Statement of Cash Flow (Indirect method) (in thousands of Brazilian Reais) |
Account Code | Account Description | Accumulated Current Year |
| Accumulated Previous Year |
6.01 | Net Cash Provided by (used in) Operating Activities | 142,316 | (236,050) | |
6.01.01 | Cash from Operations | 2,071,033 | 1,585,560 | |
6.01.01.01 | Loss for the Period | (2,340,907) | (318,746) | |
6.01.01.02 | Non-controlling Interest | - | 4,287 | |
6.01.01.03 | Depreciation and Amortization | 883,923 | 842,172 | |
6.01.01.04 | Depreciation and Depletion of Biological Assets | 612,619 | 576,495 | |
6.01.01.05 | Results on Disposals of Property, Plant and Equipments | 30,115 | 6,648 | |
6.01.01.06 | Interest on Shareholders' Equity Received - Minerva | - | (6,872) | |
6.01.01.08 | Deferred Income Tax | 103,967 | (419,476) | |
6.01.01.09 | Provision for Tax, Civil and Labor Risks | 137,367 | 310,165 | |
6.01.01.10 | Interest and Exchange Rate Variations | 2,371,054 | 855,655 | |
6.01.01.11 | Equity Pick-Up | (14,293) | (16,756) | |
6.01.01.12 | Provision for losses in Inventories | 261,022 | 43,790 | |
6.01.01.13 | Tax Amnesty Program | - | (411,520) | |
6.01.01.16 | Restatement by Hyperinflation | (332,119) | - | |
6.01.01.17 | Others | 358,285 | 119,718 | |
6.01.02 | Changes in Operating Assets and Liabilities | (1,928,717) | (1,821,610) | |
6.01.02.01 | Trade Accounts Receivable | 574,305 | (725,900) | |
6.01.02.02 | Inventories | (838,883) | (234,827) | |
6.01.02.03 | Trade Accounts Payable | (684,329) | 166,342 | |
6.01.02.04 | Supply Chain Finance | 185,289 | (909,317) | |
6.01.02.05 | Payment of Tax, Civil and Labor Risks Provisions | (253,771) | (307,079) | |
6.01.02.06 | Others Operating Assets and Liabilities | (181,195) | 739,822 | |
6.01.02.07 | Investment in Held for Trading Securities | (410,313) | (262,174) | |
6.01.02.08 | Redemption of Held for Trading Securities | 246,639 | 320,203 | |
6.01.02.11 | Fair value for for Assets and Liabilities | 131,888 | (169,365) | |
6.01.02.12 | Payment of Interest | (878,483) | (976,174) | |
6.01.02.13 | Payment of Income Tax and Social Contribution | (723) | (35,602) | |
6.01.02.14 | Interest on Shareholders' Equity Received | 10,910 | 21,046 | |
6.01.02.15 | Biological Assets - Current | 36,734 |
| 249,739 |
6.01.02.16 | Interest Received | 133,215 | 301,676 | |
6.02 | Net Cash used in Investing Activities | (1,308,027) | (2,072,157) | |
6.02.01 | Marketable Securities | (213,697) | (89,070) | |
6.02.02 | Redemptions of Marketable Securities | 156,620 | 118,593 | |
6.02.03 | Investment in Available for Sale Securities | (5,035) | - | |
6.02.04 | Redemptions of Available for Sale Securities | 140,886 | 203,858 | |
6.02.05 | Redemptions of Restricted Cash (Investments) | (283,582) | 29,973 | |
6.02.06 | Additions to Property, Plant and Equipment | (476,865) | (744,862) | |
6.02.07 | Receivable from Disposals of Property, Plant and Equipment | 48,725 | 115,589 | |
6.02.09 | Additions to Intangible | (17,052) | (49,185) | |
6.02.10 | Additions to Biological Assets - Non-current | �� (663,131) | (536,492) | |
6.02.11 | Investments in Associates and Joint Venturies | 5,104 | (910) | |
6.02.12 | Business Combination, net of cash | - |
| (1,119,651) |
6.03 | Net Cash Provided by Financing Activities | (521,934) | 4,396,247 | |
6.03.01 | Proceeds from Debt Issuance | 6,237,990 | 8,085,505 | |
6.03.02 | Payment of Debt | (6,685,765) | (4,088,587) | |
6.03.07 | Treasury Shares Disposal | - | 509,875 | |
6.03.11 | Lease | (74,159) | (110,546) | |
6.04 | Exchange Rate Variation on Cash and Cash Equivalents | 100,911 | (6,834) | |
6.05 | Decrease (Increase) in Cash and Cash Equivalents | (1,586,734) | 2,081,206 | |
6.05.01 | At the Beginning of the Period | 6,010,829 | 6,356,919 | |
6.05.02 | At the End of the Period | 4,424,095 | 8,438,125 |
See accompanying notes to the consolidated financial statements.
17
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Consolidated FS / Statement of Changes in Shareholders' Equity for the period from 01/01/2018 to 09/30/2018 (in thousands of Brazilian Reais) |
Account Code | Account Description | Paid-in Capital |
| Capital Reserves, Granted Options and Treasury Shares |
| Profit Reserves |
| Retained Earnings |
| Other Comprehensive Income |
| Shareholders' Equity |
| Non-Controlling Interests |
| Total Shareholders' Equity |
5.01 | Balance at January 1, 2018 | 12,460,471 | 43,614 | 101,367 | - | (1,405,241) | 11,200,211 | 512,571 | 11,712,782 | |||||||
5.02 | Previous Year Adjustment | - | - | - | 444,027 | - | 444,027 | - | 444,027 | |||||||
5.02.01 | Adoption of IFRS 9 | - | - | - | (15,696) | - | (15,696) | - | (15,696) | |||||||
5.02.02 | Restatement by Hyperinflation | - | - | - | 459,723 | - | 459,723 | - | 459,723 | |||||||
5.03 | Opening Balance Adjusted | 12,460,471 | 43,614 | 101,367 | 444,027 | (1,405,241) | 11,644,238 | 512,571 | 12,156,809 | |||||||
5.04 | Share-based Payments | - | 8,580 | - | - | - | 8,580 | 91,610 | 100,190 | |||||||
5.04.03 | Options Granted | - | 4,120 | - | - | - | 4,120 | - | 4,120 | |||||||
5.04.05 | Treasury Shares Sold | - | 4,460 | - | - | - | 4,460 | - | 4,460 | |||||||
5.04.13 | Non-Controlling Interests | - | - | - | - | - | - | 91,610 | 91,610 | |||||||
5.05 | Total Comprehensive Loss | - | - | - | (2,415,778) | (611,825) | (3,027,603) | 10,895 | (3,016,708) | |||||||
5.05.01 | Loss for the Period | - | - | - | (2,351,802) | - | (2,351,802) | 10,895 | (2,340,907) | |||||||
5.05.02 | Other Comprehensive Loss | - | - | - | (63,976) | (611,825) | (675,801) | - | (675,801) | |||||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | (157,420) | (157,420) | - | (157,420) | |||||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | 53,916 | 53,916 | - | 53,916 | |||||||
5.05.02.06 | Unrealized Losses in Available for Sale Marketable Securities | - | - | - | - | (75,372) | (75,372) | - | (75,372) | |||||||
5.05.02.07 | Tax on Unrealized Gains in Available for Sale Marketable Securities | - | - | - | - | 23,841 | 23,841 | - | 23,841 | |||||||
5.05.02.08 | Actuarial Gains on Pension and Post-employment Plans | - | - | - | - | 10,620 | 10,620 | - | 10,620 | |||||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (704,630) | (704,630) | - | (704,630) | |||||||
5.05.02.10 | Realized Loss in Available for Sale Marketable Securities | - | - | - | (63,976) | - | (63,976) | - | (63,976) | |||||||
5.05.02.11 | Restatement by Hyperinflation | - | - | - | - | 237,220 | 237,220 | - | 237,220 | |||||||
5.07 | Balance at September 30, 2018 | 12,460,471 | 52,194 | 101,367 | (1,971,751) | (2,017,066) | 8,625,215 | 615,076 | 9,240,291 |
See accompanying notes to the consolidated financial statements.
18
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Consolidated FS / Statement of Changes in Shareholders' Equity for the period from 01/01/2017 to 09/30/2017 (in thousands of Brazilian Reais) |
Account Code | Account Description | Paid-in Capital |
| Capital Reserves, Granted Options and Treasury Shares |
| Profit Reserves |
| Retained Earnings |
| Other Comprehensive Income |
| Shareholders' Equity |
| Non-Controlling Interests |
| Total Shareholders' Equity |
5.01 | Balance at January 1, 2017 | 12,460,471 | (680,850) | 1,350,675 | - | (1,290,318) | 11,839,978 | 379,375 | 12,219,353 | |||||||
5.03 | Opening Balance Adjusted | 12,460,471 | (680,850) | 1,350,675 | - | (1,290,318) | 11,839,978 | 379,375 | 12,219,353 | |||||||
5.04 | Share-based Payments | - | 714,758 | (140,498) | - | - | 574,260 | 88,025 | 662,285 | |||||||
5.04.03 | Options Granted | - | 33,690 | - | - | - | 33,690 | - | 33,690 | |||||||
5.04.05 | Treasury Shares Sold | - | 650,373 | - | - | - | 650,373 | - | 650,373 | |||||||
5.04.09 | Treasury Shares Canceled | - | (17,776) | - | - | - | (17,776) | - | (17,776) | |||||||
5.04.12 | Acquisition of Non-Controlling Entities | - | 48,471 | - | - | - | 48,471 | - | 48,471 | |||||||
5.04.13 | Non-Controlling Interests | - | - | - | - | - | - | 88,025 | 88,025 | |||||||
5.04.14 | Losses in Treasury Shares Sold | - | - | (140,498) | - | - | (140,498) | - | (140,498) | |||||||
5.05 | Total Comprehensive Loss | - | - | - | (318,746) | (25,604) | (344,350) | 4,287 | (340,063) | |||||||
5.05.01 | Loss for the Period | - | - | - | (318,746) | - | (318,746) | 4,287 | (314,459) | |||||||
5.05.02 | Other Comprehensive Loss | - | - | - | - | (25,604) | (25,604) | - | (25,604) | |||||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 74,148 | 74,148 | - | 74,148 | |||||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (25,748) | (25,748) | - | (25,748) | |||||||
5.05.02.06 | Unrealized Gain in Available for Sale Marketable Securities | - | - | - | - | (27,885) | (27,885) | - | (27,885) | |||||||
5.05.02.07 | Tax on Unrealized Losses in Available for Sale Marketable Securities | - | - | - | - | 6,683 | 6,683 | - | 6,683 | |||||||
5.05.02.08 | Actuarial gains on pension and post-employment plans | - | - | - | - | 12,770 | 12,770 | - | 12,770 | |||||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (65,572) | (65,572) | - | (65,572) | |||||||
5.07 | Balance at September 30, 2017 | 12,460,471 | 33,908 | 1,210,177 | (318,746) | (1,315,922) | 12,069,888 | 471,687 | 12,541,575 |
See accompanying notes to the consolidated financial statements.
19
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Consolidated FS / Statement of Value Added (in thousands of Brazilian Reais) |
Account Code | Account Description | Accumulated Current Year |
| Accumulated Previous Year |
7.01 | Revenues | 27,773,972 | 27,208,069 | |
7.01.01 | Sales of Goods, Products and Services | 27,530,673 | 27,097,531 | |
7.01.02 | Other Income | (133,395) | (446,873) | |
7.01.03 | Revenue Related to Construction of Own Assets | 438,402 | 556,417 | |
7.01.04 | (Provision) Reversal for Doubtful Accounts Reversal | (61,708) | 994 | |
7.02 | Raw Material Acquired from Third Parties | (19,885,673) | (17,984,561) | |
7.02.01 | Costs of Products and Goods Sold | (17,213,345) | (15,251,424) | |
7.02.02 | Materials, Energy, Third Parties Services and Other | (2,742,334) | (2,711,802) | |
7.02.03 | Recovery of Assets Values | 70,006 | (21,335) | |
7.03 | Gross Added Value | 7,888,299 | 9,223,508 | |
7.04 | Retentions | (1,496,542) | (1,418,667) | |
7.04.01 | Depreciation, Amortization and Exhaustion | (1,496,542) | (1,418,667) | |
7.05 | Net Added Value | 6,391,757 | 7,804,841 | |
7.06 | Received from Third Parties | 1,738,603 | 1,235,771 | |
7.06.01 | Equity Pick-Up | 14,293 | 16,756 | |
7.06.02 | Financial Income | 1,720,375 | 1,215,628 | |
7.06.03 | Other | 3,935 | 3,387 | |
7.07 | Added Value to be Distributed | 8,130,360 | 9,040,612 | |
7.08 | Distribution of Added Value | 8,130,360 | 9,040,612 | |
7.08.01 | Payroll | 3,852,290 | 3,919,622 | |
7.08.01.01 | Salaries | 2,910,541 | 3,048,422 | |
7.08.01.02 | Benefits | 762,822 | 693,668 | |
7.08.01.03 | Government Severance Indemnity Fund for Employees | 178,927 | 177,532 | |
7.08.02 | Taxes, Fees and Contributions | 3,035,013 | 2,499,467 | |
7.08.02.01 | Federal | 1,620,441 | 1,142,007 | |
7.08.02.02 | State | 1,379,669 | 1,321,231 | |
7.08.02.03 | Municipal | 34,903 | 36,229 | |
7.08.03 | Capital Remuneration from Third Parties | 3,583,964 | 2,935,982 | |
7.08.03.01 | Interests | 3,339,487 | 2,701,655 | |
7.08.03.02 | Rents | 244,477 | 234,327 | |
7.08.04 | Interest on Own Capital | (2,340,907) | (314,459) | |
7.08.04.03 | Accumulated Losses | (2,351,802) | (318,746) | |
7.08.04.04 | Non-Controlling Interest | 10,895 | 4,287 |
See accompanying notes to the consolidated financial statements.
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
1. COMPANY’S OPERATIONS
BRF S.A. (“BRF”) and its consolidated subsidiaries (collectively the “Company”) is a multinational Brazilian Company, which owns a comprehensive and diverse portfolio of products and it is one of the world’s largest producers of foods. With a focus on raising, producing and slaughtering of poultry and pork for processing, production and sale of fresh meat, processed products, pasta, sauce, mayonnaise, frozen vegetables and soybean by-products, among which the following are highlighted:
· Whole chickens and frozen cuts of chicken, turkey and pork;
· Ham products, bologna, sausages, frankfurters and other smoked products;
· Hamburgers, breaded meat products and meatballs;
· Lasagnas, pizzas, cheese breads, pies and frozen vegetables;
· Margarine, sauces and mayonnaise; and
· Soy meal and refined soy flour, as well as animal feed.
BRF is a public company, listed on the New Market of B3 (“Brasil, Bolsa, Balcão”), under the ticker BRFS3, and listed on the New York Stock Exchange (“NYSE”), under the ticker BRFS. Its headquarters are located at 475 Jorge Tzachel street, in the City of Itajaí, State of Santa Catarina.
Our portfolio strategy is focused on creating new, convenient, practical and healthy products for our consumers based on their needs. We seek to achieve that goal through strong innovation to provide us with increasing value-added items that will differentiate us from our competitors and strengthen our brands.
The Company's business model is by means of a vertical and integrated production system, which are distributed through an extensive distribution network, reaching the 5 continents, to meet supermarkets, retail stores, wholesalers, restaurants and other institutional customers. In addition, our facilities are strategically located near to their raw material suppliers or its main consumption centers.
The Company has as main brands Sadia, Perdigão, Qualy, Chester®, Perdix, Paty and Banvit that are highly recognized, especially in Brazil, Argentina, Turkey and the Middle East. On February, 2018 the Company launched the Kidelli band in Brazil, which presents a portfolio of products different from other brands and very diversified, based on poultry and pork, offering our quality products with competitive prices.
51
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
1.1. Equity interest
Accounting method | % equity interest | ||||||||||||
Entity |
| Main activity | Country | Participation | 09.30.18 | 12.31.17 | |||||||
BRF Energia S.A. |
|
| Commercialization of eletric energy |
| Brazil |
| Direct |
| Consolidated |
| 100.00% |
| 100.00% |
BRF GmbH | Holding | Austria | Direct | Consolidated | 100.00% | 100.00% | |||||||
BRF Foods LLC | Import and commercialization of products | Russia | Indirect | Consolidated | 99.90% | 99.90% | |||||||
BRF France SARL | Marketing and logistics services | France | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Global Company Nigeria Ltd. | Marketing and logistics services | Nigeria | Indirect | Consolidated | 99.00% | 99.00% | |||||||
BRF Global Company South Africa Proprietary Ltd. | Import and commercialization of products | South Africa | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Global Company Nigeria Ltd. | Marketing and logistics services | Nigeria | Indirect | Consolidated | 1.00% | 1.00% | |||||||
BRF Global GmbH | (b) | Holding and trading | Austria | Indirect | Consolidated | 100.00% | 100.00% | ||||||
BRF Foods LLC | Import and commercialization of products | Russia | Indirect | Consolidated | 0.10% | 0.10% | |||||||
Qualy 5201 B.V. | (b) | Import, commercialization of products and holding | The Netherlands | Indirect | Consolidated | 100.00% | 100.00% | ||||||
Xamol Consultores Serviços Ltda. | Import and commercialization of products | Portugal | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Japan KK | Marketing and logistics services | Japan | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Korea LLC | Marketing and logistics services | Korea | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Shanghai Management Consulting Co. Ltd. | Advisory and related services | China | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Shanghai Trading Co. Ltd. | Commercialization and distribution of products | China | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Singapore PTE Ltd. | Marketing and logistics services | Singapore | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Germany GmbH | Import and commercialization of products | Germany | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF GmbH Turkiye Irtibat | Import and commercialization of products | Turkey | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Holland B.V. | Import and commercialization of products | The Netherlands | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Campo Austral S.A. | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | 2.66% | 2.66% | |||||||
Eclipse Holding Cöoperatief U.A. | Holding | The Netherlands | Indirect | Consolidated | 0.01% | 0.01% | |||||||
BRF B.V. | Industrialization, import and commercialization of products | The Netherlands | Indirect | Consolidated | 100.00% | 100.00% | |||||||
ProudFood Lda | Import and commercialization of products | Angola | Indirect | Consolidated | 10.00% | 10.00% | |||||||
BRF Hungary LLC | Import and commercialization of products | Hungary | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Iberia Alimentos SL | Import and commercialization of products | Spain | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Invicta Ltd. | Import, commercialization and distribution of products | England | Indirect | Consolidated | 69.16% | 69.16% | |||||||
Invicta Food Products Ltd. | Import and commercialization of products | England | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Wrexham Ltd. | Industrialization, import and commercialization of products | England | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Invicta Food Group Ltd. | (b) | Import, commercialization and distribution of products | England | Indirect | Consolidated | 100.00% | 100.00% | ||||||
Invicta Foods Ltd. | Import, commercialization and distribution of products | England | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Invicta Foodservice Ltd. | Import, commercialization and distribution of products | England | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Universal Meats (UK) Ltd. | (b) | Import, Industrialization, commercialization and distribution of products | England | Indirect | Consolidated | 100.00% | 100.00% | ||||||
BRF Italia SPA | Import and commercialization of products | Italy | Indirect | Consolidated | 67.00% | 67.00% | |||||||
Compañía Paraguaya Comercial S.A. | Import and commercialization of products | Paraguay | Indirect | Consolidated | 99.00% | 99.00% | |||||||
Campo Austral S.A. | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | 50.48% | 50.48% | |||||||
Itega S.A. | Holding | Argentina | Indirect | Consolidated | 96.00% | 96.00% | |||||||
Eclipse Holding Cöoperatief U.A. | Holding | The Netherlands | Indirect | Consolidated | 99.99% | 99.99% | |||||||
Buenos Aires Fortune S.A. | Holding | Argentina | Indirect | Consolidated | 5.00% | 5.00% | |||||||
Campo Austral S.A. | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | 8.44% | 8.44% | |||||||
Eclipse Latam Holdings | Holding | Spain | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Buenos Aires Fortune S.A. | Holding | Argentina | Indirect | Consolidated | 95.00% | 95.00% | |||||||
Campo Austral S.A. | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | 6.53% | 6.53% | |||||||
Campo Austral S.A. | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | 31.89% | 31.89% | |||||||
Itega S.A. | Holding | Argentina | Indirect | Consolidated | 4.00% | 4.00% | |||||||
Golden Foods Poultry Limited | Holding | Thailand | Indirect | Consolidated | 48.52% | 48.52% | |||||||
Golden Poultry Siam Limited | Holding | Thailand | Indirect | Consolidated | 51.84% | 51.84% | |||||||
Golden Poultry Siam Limited | Holding | Thailand | Indirect | Consolidated | 48.16% | 48.16% | |||||||
BRF Thailand Limited | Import, Industrialization, commercialization and distribution of products | Thailand | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Feed Thailand Limited | Import, Industrialization, commercialization and distribution of products | Thailand | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Golden Foods Sales (Europe) Limited | Holding and trading | England | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Golden Quality Foods Europe BV | Import, commercialization and distribution of products | The Netherlands | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Golden Quality Foods Netherlands BV | Import, commercialization and distribution of products | The Netherlands | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Golden Foods Siam Europe Limited | (b) | Import, commercialization and distribution of products | England | Indirect | Consolidated | 100.00% | 100.00% | ||||||
Golden Quality Poultry (UK) Ltd | Import, commercialization and distribution of products | England | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Perdigão Europe Lda. | Import and export of products | Portugal | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Perdigão International Ltd. | Import and export of products | Cayman Island | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BFF International Ltd. | Financial fundraising | Cayman Island | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Highline International | (a) | Financial fundraising | Cayman Island | Indirect | Consolidated | 100.00% | 100.00% | ||||||
Sadia Overseas Ltd. | Financial fundraising | Cayman Island | Indirect | Consolidated | 98.00% | 98.00% | |||||||
ProudFood Lda | Import and commercialization of products | Angola | Indirect | Consolidated | 90.00% | 90.00% | |||||||
Sadia Chile S.A. | Import and commercialization of products | Chile | Indirect | Consolidated | 40.00% | 40.00% | |||||||
Sadia Foods GmbH | Import and commercialization of products | Germany | Indirect | Consolidated | 100.00% | 100.00% | |||||||
SATS BRF Food PTE Ltd. | Import, industrialization, commercialization and distribution of products | Singapore | Joint venture | Equity pick-up | 49.00% | 49.00% | |||||||
BRF Global Namíbia | Import and commercialization of products | Namibia | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Wellax Food Logistics C.P.A.S.U. Lda. |
| Import and commercialization of products | Portugal | Indirect | Consolidated | 100.00% | 100.00% | ||||||
BRF Luxembourg Sarl |
| Holding |
| Luxemburgo |
| Direct |
| Consolidated |
| 100.00% |
| 100.00% | |
BRF Austria GmbH | Holding | Austria | Indirect | Consolidated | 100.00% | 100.00% | |||||||
One Foods Holdings Ltd | Holding | United Arab Emirates | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Al-Wafi Food Products Factory LLC | Industrialization and commercialization of products | United Arab Emirates | Indirect | Consolidated | 49.00% | 49.00% | |||||||
Badi Ltd. | Holding | United Arab Emirates | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Al-Wafi Al-Takamol International for Foods Products | Import and commercialization of products | Saudi Arabia | Indirect | Consolidated | 75.00% | 75.00% | |||||||
BRF Al Yasra Food K.S.C.C. ("BRF AFC") | Import, commercialization and distribution of products | Kuwait | Indirect | Consolidated | 49.00% | 49.00% | |||||||
BRF Foods GmbH | Industrialization, import and commercialization of products | Austria | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Al Khan Foodstuff LLC ("AKF") | Import, commercialization and distribution of products | Oman | Indirect | Consolidated | 70.00% | 70.00% | |||||||
FFM Further Processing Sdn. Bhd. | Industrialization, import and commercialization of products | Malaysia | Indirect | Consolidated | 70.00% | 70.00% | |||||||
SHB Comércio e Indústria de Alimentos S.A. | (e) | Industrialization and commercialization of products | Brazil | Indirect | Consolidated | - | 99.99% | ||||||
TBQ Foods GmbH | Commercialization of products | Austria | Indirect | Consolidated | 60.00% | 60.00% | |||||||
Banvit Bandirma Vitaminli | Holding | Turkey | Indirect | Consolidated | 91.71% | 91.71% | |||||||
Banvit Enerji ve Elektrik Üretim Ltd. Sti. | Commercialization of eletric energy | Turkey | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Banvit Foods SRL | Industrialization of grains and animal feed | Romania | Indirect | Consolidated | 0.01% | 0.01% | |||||||
Nutrinvestments BV | Holding | The Netherlands | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Banvit ME FZE | Marketing and logistics services | United Arab Emirates | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Banvit Foods SRL | Industrialization of grains and animal feed | Romania | Indirect | Consolidated | 99.99% | 99.99% | |||||||
One Foods Malaysia SDN. BHD. | (c) | Marketing and logistics services | Malaysia | Indireta | Consolidated | 100.00% | 100.00% | ||||||
Federal Foods LLC | Import, commercialization and distribution of products | United Arab Emirates | Indirect | Consolidated | 49.00% | 49.00% | |||||||
Federal Foods Qatar | Import, commercialization and distribution of products | Qatar | Indirect | Consolidated | 49.00% | 49.00% | |||||||
SHB Comércio e Indústria de Alimentos S.A. | (e) | Industrialization and commercialization of products | Brazil | Indirect | Consolidated | - | 0.01% | ||||||
BRF Hong Kong LLC | Import, commercialization and distribution of products | Hong Kong | Indirect | Consolidated | 100.00% | 100.00% |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Accounting method | % equity interest | ||||||||||||
Entity |
| Main activity | Country | Participation | 09.30.18 | 12.31.17 | |||||||
Establecimiento Levino Zaccardi y Cia. S.A. | (a) |
| Industrialization and commercialization of dairy products |
| Argentina |
| Direct |
| Consolidated |
| 99.94% |
| 99.94% |
BRF Pet S.A. |
|
| Industrialization and commercialization and distribution of feed and nutrients for animals |
| Brazil |
| Direct |
| Consolidated |
| 100.00% |
| 100.00% |
PP-BIO Administração de bem próprio S.A. |
|
| Management of assets |
| Brazil |
| Affiliate |
| Equity pick-up |
| 33.33% |
| 33.33% |
PSA Laboratório Veterinário Ltda. |
| Veterinary activities |
| Brazil |
| Direct |
| Consolidated |
| 99.99% |
| 99.99% | |
Sino dos Alpes Alimentos Ltda. | (a) | Industrialization and commercialization of products | Brazil | Indirect | Consolidated | 99.99% | 99.99% | ||||||
PR-SAD Administração de bem próprio S.A. | (d) |
| Management of assets |
| Brazil |
| Affiliate |
| Equity pick-up |
| - |
| 33.33% |
Quickfood S.A. |
| Industrialization and commercialization of products |
| Argentina |
| Direct |
| Consolidated |
| 91.21% |
| 91.21% | |
Sadia Alimentos S.A. |
|
| Holding |
| Argentina |
| Direct |
| Consolidated |
| 43.10% |
| 43.10% |
Avex S.A. | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | 33.98% | 33.98% | |||||||
Sadia International Ltd. |
|
| Import and commercialization of products |
| Cayman Island |
| Direct |
| Consolidated |
| 100.00% |
| 100.00% |
Sadia Chile S.A. | Import and commercialization of products | Chile | Indirect | Consolidated | 60.00% | 60.00% | |||||||
Sadia Uruguay S.A. | Import and commercialization of products | Uruguay | Indirect | Consolidated | 5.10% | 5.10% | |||||||
Avex S.A. | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | 66.02% | 66.02% | |||||||
Compañía Paraguaya Comercial S.A. | Import and commercialization of products | Paraguay | Indirect | Consolidated | 1.00% | 1.00% | |||||||
Sadia Alimentos S.A. |
| Holding | Argentina | Indirect | Consolidated | 56.90% | 56.90% | ||||||
Sadia Overseas Ltd. |
|
| Financial fundraising |
| Cayman Island |
| Direct |
| Consolidated |
| 2.00% |
| 2.00% |
Sadia Uruguay S.A. |
|
| Import and commercialization of products |
| Uruguay |
| Direct |
| Consolidated |
| 94.90% |
| 94.90% |
SHB Comércio e Indústria de Alimentos S.A. | (e) |
| Industrialization and commercialization of products |
| Brazil |
| Direct |
| Consolidated |
| 100.00% |
| - |
UP Alimentos Ltda. |
|
| Industrialization and commercialization of products |
| Brazil |
| Affiliate |
| Equity pick-up |
| 50.00% |
| 50.00% |
Vip S.A. Empreendimentos e Participações Imobiliárias |
|
| Commercialization of owned real state |
| Brazil |
| Direct |
| Consolidated |
| 100.00% |
| 100.00% |
Establecimiento Levino Zaccardi y Cia. S.A. | (a) | Industrialization and commercialization of dairy products | Argentina | Indirect | Consolidated | 0.06% | 0.06% | ||||||
PSA Laboratório Veterinário Ltda. | Veterinary activities | Brazil | Indirect | Consolidated | 0.01% | 0.01% | |||||||
Sino dos Alpes Alimentos Ltda. | (a) |
| Industrialization and commercialization of products |
| Brazil |
| Indirect |
| Consolidated |
| 0.01% |
| 0.01% |
(a) Dormant subsidiaries.
(b) The wholly-owned subsidiary BRF Global GmbH, operates as a trading in the European market and owns 101 direct subsidiaries in Madeira Island, Portugal, with an investment as of September 30, 2018 of R$4,180 (R$3,617 as of December 31, 2017) and a direct subsidiary in Den Bosch, The Netherlands, denominated Qualy 20 with an investment as of September 30, 2018 of R$7,649 (R$6,471 as of December 31, 2017). The wholly-owned subsidiary Qualy 5201 B.V. owns 212 subsidiaries in The Netherlands being the amount of this investment as of September 30, 2018 of R$26,165 (R$20,210 as of December 31, 2017). The indirect subsidiary Invicta Food Group Ltd. owns 120 direct subsidiaries in Ashford, England, with an investment of R$148,574 as of September 30, 2018 (R$126,570 as of December 31, 2017). The indirect subsidiary Universal Meats (UK) Ltd owns 99 direct subsidiaries in Ashford, England with an investment of R$45,109 as of September 30, 2018 (R$41,636 as of December 31, 2017). The indirect subsidiary Golden Foods Siam Europe Ltd (GFE) owns 32 subsidiaries in Ashford, England with an investment of (R$134) as of September 30, 2018 (R$16 as of December 31, 2017). The purpose of these subsidiaries is to operate in the European market to increase the Company’s market share, which is regulated by a system of poultry and turkey meat import quotas.
(c) On June 21, 2018, BRF Malaysia Sdn. Bhd changed its name to One Foods Malaysia Sdn. Bhd.
(d) On July 31, 2018 the Company sold its equity stake in PR-SAD.
(e) On September 01, 2018, BRF Foods GmbH and One Foods Holdings Ltd., which jointly held 100% of equity stake in SHB Comércio e Indústria de Alimentos S.A., sold their stakes to BRF S.A.
1.2. Carne Fraca Operation
BRF's Statutory Audit Committee is conducting an investigation with respect to the allegations involving BRF employees and former employees involved in the Carne Fraca Operation and engaged the support of external counsels. The independent investigation is still being conducted and in addition to the impacts already recorded by the Company, the outcome of this operation may result in penalties, fines and sanctions from governmental authorities and other forms of liabilities.
On June 04, 2018 the Company was informed about the establishment of a responsibility administrative process (“PAR”) by the Office of the Comptroller General (“CGU”), supported on the Law Nº 12,846/2013 (“Anti-corruption Law”), which aims to investigate administrative responsibilities related to the facts object of the criminal suitNº 5016879-04.2017.4.04.7000, in progress under the 14th Federal Court of the subsection of Curitiba/PR, as a consequence of the Carne Fraca Operation.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
On September 28, 2018, it was published the sentence by the Criminal Lawsuit, which discharged one BRF employee and convicted another for 6 (six) months of detention with the possibility for a right-restricting penalty.
Due to the uncertainties inherent to the judgment of the PAR raised by the CGU, the Company is not able to make a reliable estimative of the potential loss of those lawsuits. If the lawsuit results in a decision that is against the Company or a settlement is reached, the Company might be responsible for the payment of significant amounts, which, might cause adverse impacts on its financial situation, consolidated results or cash flows during a certain period.
Looking for transparency and continuous improvement of internal controls, the Company revisited food quality and safety processes and reinforced its internal control and compliance.
1.3. Trapaça Operation
On March 5, 2018, the Company learned of a decision issued by a federal judge of the 1st Federal Court of Ponta Grosse/PR, authorizing the search and seizure of information and documents due to main allegations involving misconduct relating to quality violations, improper use of feed components, and falsification of tests at certain BRF manufacturing plants and accredited labs. Such Operation was denominated as Trapaça Operation. BRF’s Statutory Audit Committee has initiated an investigation with respect to the alleged misconduct involving BRF employees in the Trapaça Operation and it involved outside counsel. On March 5, 2018, BRF received notice from Ministry of Agriculture, Livestock and Food Supply (“MAPA”) that it immediately suspended exports from its Rio Verde/GO, Carambeí/PR and Mineiros/GO plants to 12 (twelve) countries that require specific sanitary requirements for the control of the bacteria group Salmonella spp and Salmonella pullorum.
On May 14, 2018, the Company received the formal notice that 12 (twelve) plants located in Brazil were removed from the list that permits imports of animal origin products by the European Union’s countries. The measure entered into force as of May 16, 2018 and affects only the Company's plants located in Brazil and which have export licenses to the European Union, not affecting the supply to other markets or other BRF plants located outside Brazil and exporting to the European market.
The outcome of this operation may result in penalties, fines and sanctions from governmental authorities or other forms of liabilities. For the nine-month period ended September 30, 2018, the main impacts observed by the Company, as a result of this operation, were losses related to inventories and adjustments to net realizable value of inventories, expenses with lawyers and advisories, which totaled R$402,517 and wererecorded on (i) cost of goods sold in the amount of R$339,803, (ii) other operating expenses in the amount of R$52,108 and (iii) gross sales deduction in the amount of R$10,606. For the three-month period ended September 30, 2018, the related impacts totaled R$102,179 and were recorded on (i) cost of goods sold in the amount of R$93,809, (ii) other operating expenses in the amount of R$30,918 and (iii) gross sales deduction in the amount of R$8,370.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The events related to Trapaça Operation after the reporting period were disclosed in the explanatory note 36.2.
1.4. U.S. Class Action
On March 12, 2018, a purported shareholder class action lawsuit was filed in U.S. Federal District Court in the Southern District of New York alleging, among other things, that BRF and certain of its officers and/or directors engaged in securities fraud or other unlawful business practices related to the regulatory issues or other illegal commercial acts related to Trapaça and Carne Fraca Operation. Because this lawsuit is in its early stage, the possible loss or range of losses, if any, arising from this litigation cannot be estimated. While BRF believes that the claims are without merit and will continue to defend against the litigation vigorously, the parties have agreed to discuss the claim via mediation. If this litigation is decided against the Company, or an agreement is reached, there can be no assurance that an unfavorable outcome would not have a material impact.
1.5. Financial and operational restructuring plan
On June 29, 2018, the Board of Directors approved the financial and operational restructuring plan of the Company ("the Plan"), with the objective to improve its share capital structure, by reducing its debt leverage, which also enhances its controlling and quality processes.
The Company’s decision is it to focus its transactions in the Brazilian market, in Asia and in the Muslim market.
As a result of the plan, there are several action predicted, including: (i) sale of operational units in Europe, Thailand and Argentina, (ii) sale of real estate and non-operation assets and (iii) sale of non-controlling interests in companies and (iv) operational restructuring plan with the purpose to adjust its productive structure to the market demand and includes adjustments in its the production lines, collective paid leave and a reduction of around 5% of the factory unit employees in Brazil.
For the nine-month period ended September 30, 2018, the assets abovementioned in items (i) and (ii) have not yet been complied with all the necessary requirements for the classification as determined by the CVM Deliberation Nº 598/09, which approved the technical pronouncement CPC 31, which deals with noncurrent assets held for sale and discontinued operations. When these assets meet the requirements, they will be remeasured according to the CPC 31.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
On July 20, 2018, regarding to simplification of the organizational structure, the Company’s Board of Directors approved the hiring and the appointment of new executives for the following positions (i) Sidney Manzaro, takes office on August 13, 2018, as Vice-President of Brazilian Market, in substitution of Alexandre Almeida (ii) Vinícius Guimarães Barbosa, takes office on August 01, 2018, as Vice-President of Operations and (iii) Bruno Ferla, currently serving as a consultant to the Company and heading its Legal Department, takes office on August 01, 2018, as Vice-President of Institutional Affairs, Legal, and Compliance.
For the nine-month period ended September 30, 2018, the impacts recorded due to the operational restructuring plan, substantially related to item (iv) previously mentioned, such includes termination of contracts with suppliers and outgrowers, employee termination, inventory and biological assets losses, as well as increase in idleness, in total amount of R$191,071 and were recorded in (i) cost of goods sold in the amount of R$174,043 an (ii) other operating expenses in the amount of R$17,028. For the three-month period ended September 30, 2018, the related impacts totaled R$47,130 and were recorded in cost of goods sold.
1.6. Strike of truck drivers
On May 21, 2018, it began a national strike of truck drivers, which resulted in blocked roads and interruption of the transport of goods and supplies, impacting several of the company's facilities plants, whether by total or partial suspension of its activities for about 10 days. As a result of the strike, the Company incurred in inventory and biological assets losses and idleness during the days of the strike, as well incurred in additional logistics costs to restart of its activities. For the nine-month period ended September 30, 2018, such losses amounted R$85,217 and were recorded in (i) cost of goods sold in the amount of R$72,852 and (ii) selling expenses in the amount of R$12,365. For the three-month period ended September 30, 2018, the related impacts totaled R$10,118 and were recorded in cost of goods sold.
1.7. Seasonality
In Brazil and Southern Cone operating segments, in months of November and December of each year, the Company is impacted by seasonality due to Christmas and New Year’s Celebrations, being the best-selling products in this period: turkey, Chester®, ham and pork loins.
In Halal operating segment (former name of One Foods), seasonality is due to Ramadan, which is the holy month of the Muslim Calendar. The start of Ramadan depends on the beginning of the moon cycle and therefore can vary each year.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
2. MANAGEMENT’S STATEMENT AND BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS
The Company’s consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”), introduced in Brazil through Brazilian Accounting Pronouncements Committee (“CPC”) and its technical interpretations (“ICPC”) and guidelines (“OCPC”), approved by the Brazilian Securities Exchange Commission (“CVM”) and applicable to the preparation of quarterly financial information.
The Company’s individual and consolidated financial statements are expressed in thousands of Brazilian Reais (“R$”), as well as the amounts of other currencies disclosed
in the financial statements, when applicable, were also expressed in thousands, unless otherwise stated.
The preparation of the Company’s financial statements requires Management to make judgments, use estimates and adopt assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, as well as the disclosures of contingent liabilities, as of the reporting date. However, the uncertainty inherent to these judgments, assumptions and estimates could result in material adjustments to the carrying amount of the affected assets and liabilities in future periods.
The Company reviews its judgments, estimates and assumptions on a quarterly basis as
disclosed of financial statements for the year ended December 31, 2017 (note 3.28).
The individual and consolidated financial statements were prepared on the historical cost basis except for the following items which are measured at fair value:
i. derivative and non-derivative financial instruments measured at fair value;
ii. share-based payments and employee benefits at fair value, and
iii. biological assets at fair value.
The Company’s Management notes that the consolidated financial statements were prepared considering the continuing capacity of the Company’s operating activities.
In addition, all the relevant information was disclosed in the explanatory notes, in order to clarify and complement the accounting basis used in the preparation of the financial statements and used by the Management.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The quarterly financial information has been prepared according to CVM Deliberation Nº 673/11, that approved CPC 21 (R1), which is consistent with IAS 34, which establishes the minimum content of interim financial statement and the principles for measurement and recognition of a full or condensed set of financial statements for an interim period.
The interim financial statements, in this case denominated as quarterly financial information, aim to provide updated information based on the last annual financial statements disclosed. Therefore, the quarterly financial information focus on new activities, events and circumstances and do not duplicate the information previously disclosed, except in the case where Management judged that the maintenance of the information was relevant.
The current quarterly financial information was consistently prepared based on the accounting policies and estimates calculation methodology adopted in the preparation of the annual financial statements for the year ended December 31, 2017 (note 3).
There were no changes on such policies and estimates calculation methodology, except for those related to the adoption of CVM Deliberation Nº 762/16, which regulates revenue from contracts with customers and nº 763/16, which regulates financial instruments, corresponding to IFRS 15 and 09, respectively, and the international standard IAS 29 which provides guidance on Financial Reporting on Hyperinflationary Economies, set forth below. As allowed by CVM Deliberation Nº 673/11, Management decided not to disclose again the details of the accounting policies adopted by the Company. Hence, the quarterly financial information should be read in conjunction with the annual financial statements for the year ended December 31, 2017, in order to allow the users of this financial information to further understand the Company’s capacity of profit and future cash flows generation as well as its financial conditions and liquidity.
3.1. IFRS 15 – Revenue from contracts with customers
As of January 01, 2018, the Company adopted the IFRS 15, whose content was assessed and based on its operations considers that revenues are recognized when it products are delivered to the customer and therefore, determining when the customer accepts the products and obtains the control of the products.
In this assessment, recognition and measurement of revenue, rebates, discounts and returns, as well as policies, processes and individual relevant agreements, have not been substantially changed by the new standard. Then, the accounting policy applied by the Company did not change significantly.
3.2. IFRS 9 – Financial Instruments
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The Company adopted IFRS 9 Financial Instruments in replacement of IAS 39 Financial Instruments: Recognition and measurement from January 01, 2018, as per CVM Deliberation Nº 763/16. The changes in accounting policies and its impacts to the financial statements are described below:
Classification of Financial Assets
IFRS 9 contains a new classification and measurement approach for financial assets which contains three principal classification categories: measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit and loss (FVTPL). The standard eliminates the IAS 39 categories of held to maturity, held for trading, loans and receivables and available for sale.
This change did not cause any retrospective impact in the measurement of the Company’s financial assets. Prospectively, for equity instruments measured at FVOCI, when settled or transferred, the gains and losses accumulated in other comprehensive income no longer affect income statement, being immediately reclassified to accumulated profits or losses, in equity.
The classification of financial assets is based on individual characteristics of the instrument and the management model of the asset or portfolio in which it is contained. For already existent financial instruments on January 01, 2018, the Company has adequate the categories on the following manner:
(i) Financial assets held to maturity and loans and receivables were transferred to the amortized cost category;
(ii) Financial assets held for trading were transferred to the FVTPL classification;
(iii) Financial assets available for sale were transferred to the FVOCI classification;
The charts related to financial instruments in Notes 4 and 7 now follow the categories described above.
Hedge accounting
The Company has chosen to apply the new hedge accounting requirements of IFRS 9. The standard requires that hedge accounting relationships are aligned with the Company’s risk management objectives and strategy, the application of a more qualitative and forward-looking approach to assessing hedge effectiveness and prohibits voluntary discontinuation of hedge accounting.
For financial instruments designated into cash flow hedge relations, the Company has begun to account for the time value of purchased options, the forward element of forward contracts and foreign currency basis spreads as cost of hedging, into othercomprehensive income. When the instrument is terminated, the costs of hedge are reclassified to the income statement together with the intrinsic values of the instrument.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The categories and designation models for hedge accounting remain unchanged.
Impairment of Financial Assets
IFRS 9 replaces the ‘incurred loss’ model in IAS 39 with a forward-looking ‘expected credit loss’ model. This model is applicable to financial assets measured at amortized cost or at FVOCI, except for equity instruments and contractual assets.
For financial investments and cash and equivalents, the Company did not have any relevant impact on credit losses, due to the elevated ratings of its counterparties.
For trade receivables and notes receivables, the Company has elected the practical expedient of the aging-based provision matrix in paragraph B5.5.35 of IFRS 9, with the appropriate groupings of the receivables.
The Company prepared a study of historical losses of its customers portfolios for every acting region, taking into consideration the dynamics of the markets and the instruments hired to reduce credit exposures, such as: letters of credit, insurances and guarantees. In addition to the analysis of the consolidated portfolios, specific clients with different credit risks were treated separately.
Based on the studies, expected losses indexes were calculated for each portfolio and aging class. The indexes were applied to the accounts receivable balances and generated the amounts of expected credit losses. The Company monitors the indexes, customers and portfolios constantly, recognizing the respective changes into the commercial expense account.
The adoption of the new policy has impacted the Company’s equity as per below:
Retained Earnings | Impact of IFRS 9 adoption | |
Increase in expected credit losses with trade accounts receivable | 12,613 | |
Increase in expected credit losses with notes receivable | 6,499 | |
Deferred taxes | (5,963) | |
Non-controlling interest | 2,547 | |
Impact on 01.01.18 | 15,696 |
Transition
Changes in accounting policies resulting from the adoption of IFRS 9 were applied retrospectively, except as described below:
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
· | The Company took advantage of the exemption allowing it not to restate comparative information for prior periods with respect to classification and measurement (including impairment) changes. Differences in carrying amounts of financial assets and financial liabilities resulting from the adoption of IFRS 9 were recognized in retained earnings at January 01, 2018. |
· | The new hedge accounting requirements were applied prospectively. |
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Explanatory Notes (in thousands of Brazilian Reais) |
3.3. IAS 29 - Hyperinflationary economies
On June 14, 2018, the National Institute of Statistics and Census of Argentina (“INDEC”), disclosed the wholesale price index data for May 2018, which has been consistently published in Argentina and used as a basis for monitoring the inflation in the country. Considering the data published it can be observed that the accumulated inflation in the last 3 years exceeded 100%, and supported by other qualitative analysis, the Company could conclude that as of July 01, 2018, Argentina will be considered a country with hyperinflationary economy.
As a result of the facts abovementioned, the Company has adopted the IAS 29 - Financial Reporting in Hyperinflationary Economies.
Non-monetary items and income statement balances were restated to reflect the terms of the measuring unit current at the end of the reporting period. The balances were calculated by applying the changes on the index from the initial recognition date to the reporting date.
As the hyperinflation concepts are applicable only to the Argentine subsidiaries, and the Parent company is not on a country with hyperinflationary economy, the Company didn´t restate prior periods as required by the CVM DeliberationNº640/10 - The Effects of Changes in Foreign Exchange Rates. The impacts of the changes on net monetary position from the initial recognition date until December 31, 2017 were recorded against Other Comprehensive Income in Equity, generating an impact of R$459,723, while the changes on the monetary position for the nine-month period ending September 30, 2018 were recorded against the financial results (note 37).
The translation of the balances of a hyperinflationary economy to the reporting currency were based on the closing rate of the reporting period for both balance sheet and income statement balances.
The impact caused by the adoption of the abovementioned standard on the Company´s net result was a gain of R$295,241 in the Parent company and R$300,820 in the Consolidate balances.
The Company used the General Consumer Price Index (“IPC”) for restating the balances from January 01, 2017 until current period. For restating items from prior periods until December 31, 2016 the Company used the National Wholesale Price Index (“IPIM”), as until December 2016 the IPC wasn´t published in a consistent basis to assure the reliability of the index. Both indexes were obtained from INDEC.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The indexes are described in the table below:
Period | Accumulated IPC | |
2017 | 24.80% | |
2018 | 31.60% |
3.4. Comparability of the statement of income and cash flows
For the purposes of comparability with the previous year, the Company reclassified the amount of R$273,398 during the nine-month period ended September 30, 2017 from other operating income (expenses), net, to (i) cost of sales in the amount of R$262,571 (ii) selling expenses in the amount of R$9,064 and (iii) administrative expenses in the amount of R$1,763 and for the three-month period ended September 30, 2017, reclassified R$30,537 from other operating income (expenses), net, to (i) cost of sales in the amount of R$25,444 (ii) selling expenses in the amount of R$4,181 and (iii) administrative expenses in the amount of R$912, mainly impacted by the cancellation of shares granted.
For the cash flow, the Company reclassified the expenses with finance lease previously classified as operating activities to financing activities in the amount of R$106,834 in the parent company and R$110,546 in the consolidated.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
3.5. Exchange rates
The exchange rates in Brazilian Reais that are effective at the balance sheet dates are as follows:
Exchange rate at the balance sheet date | 09.30.18 | 12.31.17 | ||
Bath (THB) | 0.1239 | 0.1015 | ||
Kwait Dinar (KWD) | 13.2273 | 10.9791 | ||
Dirham (AED) | 1.0902 | 0.9006 | ||
Singapore Dollar (SGD) | 2.9300 | 2.4753 | ||
U.S. Dollar (US$ or USD) | 4.0039 | 3.3080 | ||
Euro (€ or EUR) | 4.6545 | 3.9693 | ||
Forint Hungary (HUF) | 0.0144 | 0.0128 | ||
Yen (JPY) | 0.0353 | 0.0294 | ||
Pound Sterling (£ or GBP) | 5.2267 | 4.4714 | ||
Turkish Lira (TRY) | 0.6646 | 0.8752 | ||
Argentinian Peso ($ or ARS) | 0.0986 | 0.1755 | ||
Chilean Peso (CLP) | 0.0061 | 0.0054 | ||
Uruguayan Peso (UYU) | 0.1212 | 0.1149 | ||
Rande Africa (ZAR) | 0.2829 | 0.2690 | ||
Renminbi Yuan China (CNY) | 0.5830 | 0.5087 | ||
Saudi Riyal (SAR) | 1.0676 | 0.8821 | ||
Qatar Riyal (QAR) | 1.0995 | 0.9088 | ||
Omani Riyal (OMR) | 10.3997 | 8.6011 | ||
Ringgit Malaysia (MYR) | 0.9678 | 0.8180 | ||
Ruble Russia (RUB) | 0.0612 | 0.0574 | ||
Won South Korea (KRW) | 0.0036 | 0.0031 |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Average rates | 09.30.18 | 09.30.17 | ||
Bath (THB) | 0.1120 | 0.0927 | ||
Kwait Dinar (KWD) | 11.9561 | 10.4572 | ||
Dirham (AED) | 0.9809 | 0.8641 | ||
Singapore Dollar (SGD) | 2.6854 | 2.2843 | ||
U.S. Dollar (US$ or USD) | 3.6026 | 3.1735 | ||
Euro (€ or EUR) | 4.2961 | 3.5346 | ||
Forint Hungary (HUF) | 0.0135 | 0.0115 | ||
Yen (JPY) | 0.0328 | 0.0284 | ||
Pound Sterling (£ or GBP) | 4.8601 | 4.0494 | ||
Turkish Lira (TRY) | 0.7944 | 0.8833 | ||
Argentinian Peso ($ or ARS) | 0.1484 | 0.1961 | ||
Chilean Peso (CLP) | 0.0057 | 0.0049 | ||
Uruguayan Peso (UYU) | 0.1196 | 0.1115 | ||
Rande Africa (ZAR) | 0.2794 | 0.2405 | ||
Renminbi Yuan China (CNY) | 0.5525 | 0.4665 | ||
Saudi Riyal (SAR) | 0.9606 | 0.8463 | ||
Qatar Riyal (QAR) | 0.9896 | 0.8688 | ||
Omani Riyal (OMR) | 9.3601 | 8.2495 | ||
Ringgit Malaysia (MYR) | 0.9025 | 0.7307 | ||
Ruble Russia (RUB) | 0.0585 | 0.0545 | ||
Won South Korea (KRW) | 0.0033 | 0.0028 |
4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
4.1. Overview
In the ordinary course of business, the Company is exposed to credit, liquidity and market risks, which are actively managed in compliance with the Financial Risk Management Policy and Strategic Documents (“Risk Policy”) and internal guidelines subject to such policy.
The Risk Policy is under the management of the Board of Directors, Risk Management Committee and Financial Risk Management department, with clear and defined roles and responsibilities, as follows:
· | The Board of Directors is responsible for approving the Risk Policy further defining the tolerance limits for the different risks identified as acceptable to the Company on behalf of its shareholders. The current risk policy was reviewed and approved and is valid until on November 26, 2019; |
· | The Financial Risk Management Committee formally and subordinated to the Executive Board, is in charge of the execution of the Risk Policy, which comprises the supervision of the risk management process, planning and verification of the impacts of the decisions implemented, as well as the evaluation and approval of hedging strategies and monitoring the risk exposure levels to ensure compliance with Risk Policy; and |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
· The Risk Management Department has the key role in monitoring, evaluating and reporting the financial risks taken by the Company.
The Risk Policy determines that derivatives can only be used for hedge purposes, and prohibits entering into any leveraged derivative transaction. Additionally, any individual hedge operation (notional amount) must not exceed 2.5% of the Company’s shareholders’ equity.
4.2. Credit risk management
The Company is exposed to credit risk related to the financial assets held by: trade and non-trade accounts receivable, marketable securities, derivative instruments and cash and equivalents.
i. Accounts receivable credit risk
Credit risk associated with trade accounts receivable is actively managed through specific systems and is supported by internal policies for credit analysis. The significant level of diversification and geographical dispersion of the customer portfolio significantly reduces the risk, however, the Company choses to complement the risk management tactic by hiring insurance policies for specific markets. The impairment of these financial assets is carried out based on IFRS 9 (note 3.2).
ii. Counterparty credit risk
Credit risk associated with marketable securities, cash and cash equivalents and derivative instruments is limited to counterparties with Investment Grade ratings. The risk concentration is constantly assessed according to credit ratings and the Company’s portfolio.
On September 30, 2018, the Company had financial investments over R$100,000 at the following financial institutions:Banco Bradesco, Banco BIC, Banco do Brasil, Banco Itaú, Banco Safra, Banco Santander, Caixa Econômica Federal, HSBC e J.P. Morgan Chase Bank.
The Company also held derivative contracts with the following financial institutions:Banco Bradesco, Banco do Brasil, Banco Itaú, Banco Santander, Banco Votorantim, Citibank, ING Bank, Merrill Lynch, Morgan Stanley e Rabobank.
4.3. Capital management and liquidity risk
The Company is exposed to liquidity risk as far as it needs cash or other financial assets to settle its obligations in the respective terms. The Company’s cash and liquidity strategy takes into consideration historical results volatility scenarios as well assimulations of sectorial and systemic crisis, grounded by allowing resilience in scenarios of capital restriction.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
BRF’s ideal capital structure definition is essentially associated with (i) cash strength as tolerance factor to liquidity shocks, (ii) financial leverage and (iii) maximization of the opportunity cost of capital.
The financial leverage seeks balance between various sources of financing and the conditions of allocations, with the purpose of maximizing the opportunity cost of the Company in its business initiatives, without compromising the capacity to honor its commitments and obligations.
As guideline, the gross debt must be concentrated in the long term. On September 30, 2018, the long term consolidated gross debt represented 75.0% (74.3% as of December 31, 2017) of the total indebtedness with an average term higher than 3.3 years.
The Company monitors the net debt and indebtedness as set forth below:
Consolidated | |||||||
09.30.18 | 12.31.17 | ||||||
Current | Non-current | Total | Total | ||||
Foreign currency debt | (1,561,997) | (10,505,415) | (12,067,412) | (11,101,349) | |||
Local currency debt | (3,474,048) | (6,510,077) | (9,984,125) | (9,343,029) | |||
Derivative financial instruments liabilities | (639,707) | - | (639,707) | (299,491) | |||
Gross debt | (5,675,752) | (17,015,492) | (22,691,244) | (20,743,869) | |||
Marketable securities and cash and cash equivalents | 4,987,925 | 271,380 | 5,259,305 | 6,808,064 | |||
Derivative financial instruments assets | 232,955 | - | 232,955 | 90,536 | |||
Restricted cash | 373,052 | 502,599 | 875,651 | 535,624 | |||
Net debt | (81,820) | (16,241,513) | (16,323,333) | (13,309,645) |
The table below summarizes the significant commitments and contractual obligations that may impact the Company’s liquidity:
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Parent company | |||||||||||||||
09.30.18 | |||||||||||||||
Book | Cash flow contracted | Up to 3 months | 2019 | 2020 | 2021 | 2022 | 2023 onwards | ||||||||
Non derivative financial liabilities | |||||||||||||||
Loans and financing | 10,070,309 | 11,641,777 | 381,925 | 4,210,262 | 1,374,667 | 3,397,016 | 617,446 | 1,660,461 | |||||||
BRF bonds | 4,786,287 | 5,567,345 | 53,495 | 170,989 | 170,989 | 170,989 | 2,959,394 | 2,041,489 | |||||||
Trade accounts payable | 4,758,469 | 4,758,469 | 4,758,469 | - | - | - | - | - | |||||||
Supply chain finance | 820,762 | 820,762 | 820,762 | - | - | - | - | - | |||||||
Financial lease | 234,759 | 332,684 | 33,080 | 78,044 | 54,016 | 30,351 | 23,612 | 113,581 | |||||||
Operational lease | - | 789,779 | 253,367 | 309,880 | 56,464 | 39,569 | 34,235 | 96,264 | |||||||
Derivative financial liabilities | |||||||||||||||
Financial instruments designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 81,427 | 68,958 | 50,167 | 18,791 | - | - | - | - | |||||||
Commodities derivatives - Soybean (NDF) | 9,978 | 9,076 | 4,645 | 4,431 | - | - | - | - | |||||||
Commodities derivatives - Corn (NDF) | 4,095 | 4,095 | 2,755 | 1,340 | - | - | - | - | |||||||
Commodities derivatives - Soybean meal (NDF) | 10,797 | 10,797 | 5,814 | 4,983 | - | - | - | - | |||||||
Commodities derivatives - Soybean oil (NDF) | 7,746 | 7,746 | 4,719 | 3,027 | - | - | - | - | |||||||
Currency derivatives (options) | 274,615 | 274,615 | 118,485 | 156,130 | - | - | - | - | |||||||
Commodities derivatives - Soybean meal (Options) | 1,915 | 1,915 | 1,915 | - | - | - | - | - | |||||||
Commodities derivatives (Future) | 31 | 31 | 31 | - | - | - | - | - | |||||||
Financial instruments not designated as cash flow hedge | |||||||||||||||
Swap (index / currency / stocks) | 191,773 | 191,486 | 95,743 | 95,743 | - | - | - | - | |||||||
Consolidated | |||||||||||||||
09.30.18 | |||||||||||||||
Book | Cash flow contracted | Up to 3 months | 2019 | 2020 | 2021 | 2022 | 2023 onwards | ||||||||
Non derivative financial liabilities | |||||||||||||||
Loans and financing | 11,835,451 | 13,615,712 | 461,935 | 5,213,374 | 2,256,781 | 3,402,815 | 620,346 | 1,660,461 | |||||||
BRF bonds | 4,786,287 | 5,567,345 | 53,495 | 170,989 | 170,989 | 170,989 | 2,959,394 | 2,041,489 | |||||||
BFF bonds | 347,928 | 382,225 | - | 24,993 | 357,232 | - | - | - | |||||||
BRF GMBH bonds | 1,955,624 | 2,698,629 | - | 87,085 | 87,085 | 87,085 | 87,085 | 2,350,289 | |||||||
Quickfood bonds | 90,273 | 85,777 | 5,586 | 31,884 | 23,967 | 18,496 | 5,844 | - | |||||||
SHB bonds | 3,035,974 | 3,858,758 | 71,319 | 142,639 | 142,639 | 142,639 | 142,639 | 3,216,883 | |||||||
Trade accounts payable | 6,288,139 | 6,288,139 | 6,288,139 | - | - | - | - | - | |||||||
Supply chain finance | 900,506 | 900,506 | 900,506 | - | - | - | - | - | |||||||
Financial lease | 243,679 | 344,650 | 34,576 | 83,344 | 57,140 | 30,871 | 25,138 | 113,581 | |||||||
Operational lease | - | 831,760 | 279,508 | 320,047 | 59,695 | 40,473 | 34,857 | 97,180 | |||||||
Derivative financial liabilities | |||||||||||||||
Financial instruments designated as cash flow hedge | |||||||||||||||
Swap (Interest rate and exchange rate) | 714 | 3,586 | 2,603 | 983 | - | - | - | - | |||||||
Currency derivatives (NDF) | 81,427 | 68,958 | 50,167 | 18,791 | - | - | - | - | |||||||
Commodities derivatives - Corn (NDF) | 4,095 | 4,095 | 2,755 | 1,340 | - | - | - | - | |||||||
Commodities derivatives - Soybean meal (NDF) | 10,797 | 10,797 | 5,814 | 4,983 | - | - | - | - | |||||||
Commodities derivatives - Soybean oil (NDF) | 7,746 | 7,746 | 4,719 | 3,027 | - | - | - | - | |||||||
Commodities derivatives - Soybean (NDF) | 9,978 | 9,076 | 4,645 | 4,431 | - | - | - | - | |||||||
Currency derivatives (options) | 294,948 | 294,948 | 125,864 | 169,084 | - | - | - | - | |||||||
Commodities derivatives - Soybean meal (Options) | 1,915 | 1,915 | 1,915 | - | - | - | - | - | |||||||
Commodities derivatives (Future) | 31 | 31 | 31 | - | - | - | - | - | |||||||
Financial instruments not designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 6,087 | 8,412 | 8,412 | - | - | - | - | - | |||||||
Currency derivatives (Future) | - | - | - | - | - | - | - | - | |||||||
Swap (index / currency / stocks) | 191,773 | 325,380 | 216,920 | 108,460 | - | - | - | - | |||||||
Commodities derivatives (NDF) | - | - | - | - | - | - | - | - | |||||||
Commodities derivatives (Future) | 30,196 | 30,196 | 30,196 | - | - | - | - | - |
4.4. Market risk management
a. Interest rate risk
Interest rate risk is the one that may cause economic losses to the Company resulting from volatility of the rates, affecting its assets and liabilities.
The Company’s Risk Policy does not restrict exposure to different interest rates, neither establishes limits for fixed or floating rates. However, the Company continually monitors
the market interest rates, in order to evaluate any need to enter into hedging transaction to protect from the exposure to fluctuation of such rates and manage the mismatch between its financial investments and debts.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The Company’s indebtedness is essentially linked to the London Interbank Offered Rate ("LIBOR"), fixed coupon (“R$ and USD”), Interbank Deposit Certificate (“CDI”) and Broad Consumer Price Index (“IPCA”). In situations of adverse market changes that result in an increase in LIBOR, CDI and IPCA, the cost of floating-rate debt rises and on the other hand, the cost of fixed-rate debt decreases in relative terms.
Regarding the marketable securities, the Company holds mainly instruments indexed by the Interbank Deposit Certificate ("CDI") for investments in Brazil and fixed coupon (“USD”) for investments in the foreign market.
The derivative instruments held to reduce the interest rate risk exposure as of September 30, 2018 are set forth below:
09.30.18 | |||||||||||||
Cash flow hedges - Derivative instruments | Maturity | Hedged Object | Asset | Liability | Notional | Fair value (R$) | |||||||
Subsidiaries | |||||||||||||
Interest rate swap | 02.01.19 | Debt | LIBOR 6M + 2.70% p.a. | 5.90% p.a. | 50,000 | US$ | (361) | ||||||
Interest rate swap | 02.01.19 | Debt | LIBOR 6M + 2.70% p.a. | 5.88% p.a. | 50,000 | US$ | (353) | ||||||
Total Consolidated | (714) | ||||||||||||
09.30.18 | |||||||||||||
Derivative instruments not designated | Maturity | Hedged Object | Asset | Liability | Notional | Fair value (R$) | |||||||
Parent company and Consolidated | |||||||||||||
Interest rate swap | 04.02.19 | Debt | R$ (Fixed 9.61% p.a.) | 95.00% CDI | 250,000 | BRL | 12,756 | ||||||
Interest rate swap | 04.02.19 | Debt | R$ (Fixed 9.61% p.a.) | 93.54% CDI | 248,960 | BRL | 13,196 | ||||||
25,952 |
b. Foreing exchange risk
Foreign exchange risk is the one that may cause unexpected losses to the Company resulting from volatility of the FX rates, reducing its assets or revenues or increasing its liabilities and costs. The Company’s exposure is managed in two dimensions: balance sheet exposure and operating income exposure.
i. Balance sheet exposure
The Risk Policy regarding balance sheet exposure has the objective to balance assets and liabilities denominated in foreign currencies, hedging the Company’s balance sheetby using natural hedges, over-the-counter derivatives and exchange traded futures.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The Company’s consolidated financial statements are mainly impacted by variations in the following currencies: Thai Baht, Kwait Dinar, Dirhan, U.S. Dollar, Euro, Yen, Pound Sterling, Turkish Lira, Argentinan Peso, Saudi Arabian Riyal, Qatari Riyal and Russian Ruble.
Assets and liabilities denominated in foreign currency which exchange variations are recognized in the income statement are as follows, summarized in Brazilian Reais:
Consolidated | ||||
09.30.18 | 12.31.17 | |||
Cash and cash equivalents | 65,068 | 278,147 | ||
Trade accounts receivable | 105,716 | 862,197 | ||
Trade accounts payable | (806,269) | 31,446 | ||
Loans and financing | (7,456,555) | (6,136,406) | ||
Hedge | 5,137,728 | 3,049,698 | ||
Investments, net | 3,056,173 | 1,985,689 | ||
Other assets and liabilities, net | (3,595) | (15,378) | ||
Exposure in result | 98,266 | 55,393 |
The investments, net line item is comprised of natural hedges derived from assets and liabilities of foreign subsidiaries with Brazilian Reais as functional currency.
The net P&L exposure is mainly composed of the following currencies:
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
|
| 09.30.18 |
|
| 12.31.17 | |||
Net P&L Exposure | in thousands | Equivalent in thousands of R$ | in thousands | Equivalent in thousands of R$ | ||||
Argentinian Peso | 2,270,318 | 223,831 | 1,066,311 | 187,138 | ||||
Euros | 33,589 | 156,339 | (41,024) | (162,835) | ||||
Pound Sterling | (3,449) | (18,026) | 2,931 | 13,106 | ||||
Yen | 928,921 | 32,772 | 1,309,736 | 38,506 | ||||
Rubles | 1,529,102 | 93,596 | 1,334,278 | 76,601 | ||||
Turkish Liras | (441,326) | (293,306) | (391,238) | (342,411) | ||||
U.S. Dollars | (24,212) | (96,940) | 74,150 | 245,288 | ||||
Total | 98,266 | 55,393 |
The Company has a foreign exchange exposure that impacts shareholders’ equity equivalent to R$6,340,563 on September 30, 2018 (R$5,519,344 on December 31, 2017). This exposure does not contemplate the effects of the financial instruments designated as hedging instruments, whose changes in fair value present a temporary effect on shareholders’ equity.
The derivative financial instruments hired to hedge foreign currency balance sheet exposure on September 30, 2018 are not designated as hedge accounting and are set forth below:
09.30.18 | |||||||||||||
Derivative instruments not designated | Asset | Liability | Maturity | Notional | Average Rate | Fair value (R$) | |||||||
Parent company | |||||||||||||
Non-deliverable forward | USD | BRL | 4th Qtr. 2018 | 120,000 | US$ | 4.0364 | 3,268 | ||||||
Non-deliverable forward | EUR | BRL | 4th Qtr. 2018 | 530,000 | EUR | 4.7422 | 3,006 | ||||||
Non-deliverable forward | EUR | BRL | 4th Qtr. 2018 | 40,000 | GBP | 5.3118 | 274 | ||||||
Futures - B3 | USD | BRL | 11.2018 | 444,250 | US$ | 3.9573 | 20,714 | ||||||
Currency swap | US$ + 2.61% p.a. | 89.00% CDI | 04.2019 | 50,353 | US$ | - | 10,601 | ||||||
37,863 | |||||||||||||
Subsidiaries | |||||||||||||
Non-deliverable forward | EUR | US$ | 4th Qtr. 2018 | 100,000 | EUR | 1.1835 | (6,087) | ||||||
Collar | TRY | US$ | 4th Qtr. 2018 | 50,000 | US$ | 5.0250 | (30,196) | ||||||
Total Consolidated | 1,580 |
ii. Operating income exposure
The Risk Policy regarding operating income exposure has the objective to hedge revenues and costs denominated in foreign currencies. The Company is supported by internal models to measure and monitor these risks, and uses financial instruments for hedging, designating the relations as cash flow hedges.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The derivative and non-derivative financial instruments designated as cash flow hedges for FX operating exposure on September 30, 2018 are set forth below:
09.30.18 | |||||||||||||||
Cash flow hedges - Derivative instruments | Hedged object | Asset | Liability | Maturity | Notional | Average Rate | Fair value (R$) | ||||||||
Parent company | |||||||||||||||
Non-deliverable forward | USD Exports | BRL | US$ | 4th Qtr. 2018 | 205,000 | US$ | 3.7963 | (49,196) | |||||||
Non-deliverable forward | USD Exports | BRL | US$ | 3rd Qtr. 2019 | 10,000 | US$ | 4.2895 | 1,216 | |||||||
Non-deliverable forward | USD Cost | BRL | US$ | 4th Qtr. 2018 | 41,470 | US$ | 3.9322 | (5,164) | |||||||
Non-deliverable forward | USD Cost | BRL | US$ | 1st Qtr. 2019 | 59,390 | US$ | 3.8140 | (15,822) | |||||||
Non-deliverable forward | USD Cost | BRL | US$ | 2nd Qtr. 2019 | 38,679 | US$ | 3.9275 | (7,481) | |||||||
Non-deliverable forward | USD Cost | BRL | US$ | 3rd Qtr. 2019 | 9,504 | US$ | 4.2094 | 345 | |||||||
Non-deliverable forward | EUR Exports | BRL | EUR | 4th Qtr. 2018 | 30,000 | EUR | 4.8863 | 6,013 | |||||||
Collar | USD Exports | BRL | US$ | 4th Qtr. 2018 | 435,000 | US$ | 3.8161 | (90,775) | |||||||
Collar | USD Exports | BRL | US$ | 1st Qtr. 2019 | 355,000 | US$ | 3.9821 | (36,686) | |||||||
Collar | USD Exports | BRL | US$ | 2nd Qtr. 2019 | 160,000 | US$ | 3.9752 | (22,987) | |||||||
Collar | USD Exports | BRL | US$ | 3rd Qtr. 2019 | 70,000 | US$ | 4.1078 | (4,879) | |||||||
(225,416) | |||||||||||||||
Subsidiaries | |||||||||||||||
Collar | USD Exports | BRL | US$ | 4th Qtr. 2018 | 15,000 | US$ | 3.5287 | (7,243) | |||||||
Collar | USD Exports | BRL | US$ | 1st Qtr. 2019 | 25,000 | US$ | 3.5172 | (12,624) | |||||||
Total Consolidated | (245,283) | ||||||||||||||
09.30.18 | |||||||||||||||
Cash flow hedges - Non-derivative instruments | Coverage | Asset | Liability | Maturity | Notional | Average Rate | Fair value (R$) (1) | ||||||||
Parent company and consolidated | |||||||||||||||
Export prepayment - PPE | USD Exports | - | US$ | 10.2018 to 02.2019 | 83,333 | US$ | 1.8758 | 333,658 | |||||||
Bond BRF SA BRFSBZ5 | USD Exports | - | US$ | 06.2022 | 118,662 | US$ | 2.0213 | 576,671 | |||||||
Bond BRF SA BRFSBZ3 | USD Exports | - | US$ | 05.2023 | 150,000 | US$ | 2.0387 | 600,585 | |||||||
1,510,914 |
(1) Notional amount converted by the Ptax rate at the end of the period or partial revocation dates. This amount represents the total that may impact the Company's shareholders' equity.
c. Commodities price risk
In the ordinary course of business, the Company purchases commodities, mainly corn, soybean, soybean meal and soybean oil, individual components of the production costs.
Corn and soy prices are subject to volatility resulting from weather conditions, harvest productivity, transport and warehouse costs, government agricultural policies, FX rates and international market prices, among other factors.
The Risk Policy stablishes coverage limits to the flow of purchases of corn and soy with the purpose of reducing the impact due to a price increase of these raw materials. The hedge may be reached using derivatives or by inventory management.
The financial instruments designated as cash flow hedges and fair value hedges for the commodities price exposure on September 30, 2018 are set forth below:
72
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
09.30.18 | |||||||||||||
Cash flow hedges - Derivative instruments | Hedged object | Index | Maturity | Quantity | Average rate (US$/Ton) | Fair value (R$) | |||||||
Parent company and consolidated | |||||||||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 4th Qtr. 2018 | 42,993 | ton | 133.72 | (5,814) | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 1st Qtr. 2019 | 6,000 | ton | 144.56 | (1,552) | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 2nd Qtr. 2019 | 19,006 | ton | 128.14 | (1,461) | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 3rd Qtr. 2019 | 21,001 | ton | 127.54 | (1,359) | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 4th Qtr. 2019 | 9,997 | ton | 127.21 | (611) | ||||||
Collar - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 4th Qtr. 2018 | 9,979 | ton | 149.93 | (1,927) | ||||||
Call - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 4th Qtr. 2018 | 25,946 | ton | 161.41 | 12 | ||||||
Non-deliverable forward - buy | Soybean purchase - fixed price | Soybean - CBOT | 4th Qtr. 2018 | 44,982 | ton | 345.47 | (5,547) | ||||||
Non-deliverable forward - buy | Soybean purchase - fixed price | Soybean - CBOT | 1st Qtr. 2019 | 17,000 | ton | 356.46 | (2,436) | ||||||
Non-deliverable forward - buy | Soybean purchase - fixed price | Soybean - CBOT | 2nd Qtr. 2019 | 28,996 | ton | 342.35 | (1,886) | ||||||
Non-deliverable forward - buy | Corn purchase - floating price | Corn - CBOT | 4th Qtr. 2018 | 50,002 | ton | 151.79 | (2,310) | ||||||
Non-deliverable forward - buy | Corn purchase - floating price | Corn - CBOT | 1st Qtr. 2019 | 14,999 | ton | 143.04 | 110 | ||||||
Non-deliverable forward - buy | Corn purchase - floating price | Corn - CBOT | 2nd Qtr. 2019 | 45,989 | ton | 148.56 | (117) | ||||||
Corn futures - buy | Corn purchase - floating price | Corn - B3 | 2nd Qtr. 2019 | 108 | ton | 636.67 | 1 | ||||||
Non-deliverable forward - buy | Soybean oil purchase - floating price | Soybean oil - CBOT | 4th Qtr. 2018 | 14,502 | ton | 721.30 | (4,719) | ||||||
Non-deliverable forward - buy | Soybean oil purchase - floating price | Soybean oil - CBOT | 1st Qtr. 2019 | 9,999 | ton | 726.42 | (3,027) | ||||||
(32,643) | |||||||||||||
09.30.18 | |||||||||||||
Fair value hedges - Derivative instruments | Hedged object | Index | Maturity | Quantity | Average rate (US$/Ton) | Fair value (R$) | |||||||
Parent company and consolidated | |||||||||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 4th Qtr. 2018 | 222,032 | ton | 147.34 | 6,302 | ||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 1st Qtr. 2019 | 418,042 | ton | 157.65 | 21,382 | ||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 2nd Qtr. 2019 | 244,279 | ton | 157.65 | 7,999 | ||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 3rd Qtr. 2019 | 65,670 | ton | 153.01 | 380 | ||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 3rd Qtr. 2019 | 6,007 | ton | 158.06 | 97 | ||||||
Corn future - sell | Corn purchase - floating price | Corn - B3 | 4th Qtr. 2018 | 20,547 | ton | 646.79 | (31) | ||||||
36,129 |
d. Stock price risk
On August 16, 2017, the Company sold shares held in treasury and entered into a Total Return Swap instrument registered in B3, in equivalent amount, with maturity on February 05, 2019 and no possibility of renewal. By this instrument, the Company will receive or pay the variation on the stock price (BRFS3) in exchange for the payment of interest indexed to CDI. This swap does not qualify as hedge accounting and therefore was not designated as such. Additionally, there are securities given as guarantee to the counterparty, as demonstrated in note 14.
The position of the Total Return Swap on September 30, 2018 is set forth below:
09.30.18 | |||||||||||
Derivative instruments not designated | Maturity | Asset | Liability | Notional | Fair value (R$) | ||||||
Parent company and consolidated | |||||||||||
Total Return Swap | 02.2019 | BRFS3 | 110.00% CDI | 331,559 | R$ | (191,773) | |||||
(191,773) |
73
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
4.5. Hedge accounting
4.5.1. Relations designated as hedge accounting
The Company applies hedge accounting rules for derivative and non-derivative financial instruments that qualify as cash flow hedges and fair value hedges, in accordance with the Risk Policy determinations. For all the hedge relations, the hedge index, which represents the proportion of the object hedged by the instrument, is 100%.
The Company formally designates its hedge accounting relations in compliance with CVM Deliberation Nº 763/16 and the Risk Policy. The hedge accounting relations used by the company as of September 30, 2018 and their effects are described below:
i. Cash flow hedge accounting – exports in foreign currencies
The future exports in foreign currencies are highly probable and qualify as hedged object since the Company expects to keep its sales in foreign currencies for future periods, based on sales already committed and historical exports.
The derivative and non-derivative financial instruments used for hedging (detailed in note 4.4.b.ii) have a direct economic relation with the objects risk, since both are transactions in the same currency. The main source of ineffectiveness in this relation is the possible mismatch between the instruments maturity dates and the sales dates. However, this mismatch is limited within the month of designation and it is not expected to compromise the hedge relation.
ii. Cash flow hedge –commodities
The future commodities purchases are highly probable and qualify as hedge object as far as these inputs are essential for the productive process of the Company. The exposure consists of purchases already committed and of historical purchase volumes.
The derivative instruments used as hedge (detailed in note 4.4.c) have a strong economic relation with the objects risk, since the purchase prices negotiated with the suppliers are indexed to the same prices used as coverage. The main source of ineffectiveness is the sales seasonality, which in atypical situations may delay or anticipate the orders. It is not expected that this ineffectiveness may compromise the hedge relation.
iii. Fair value hedge – commodities
The Company has agreements with suppliers for future purchases at fixed prices. These agreements are firm commitments, which the company designates as fair value hedge objects.
74
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The derivative instruments used as hedge (detailed in note 4.4.c) have a strong economic relation with the objects risk, since the purchase prices negotiated with the suppliers are indexed to the same prices used as coverage. There are no identified sources of ineffectiveness that may compromise the hedge relation.
4.5.2. Gains and losses with hedge accounting instruments
The gains and losses with the instruments designated as cash flow hedge, while unrealized, are registered as a component of other comprehensive income. For hedging instruments designated in fair value hedge relations, the unrealized gains and losses are recorded in inventories, item in which the object will be registered at initial recognition.
Parent company | ||||||||||||
09.30.18 | ||||||||||||
Cash flow hedge | Fair value hedge | |||||||||||
Interest | Foreign exchange | Commodities | Commodities | |||||||||
Derivatives | Derivatives | Non-derivatives | Derivatives | Derivatives | Total | |||||||
Fair value at the beggining of the period | (2,452) | (160,816) | (1,679,461) | (8,748) | 1,761 | (1,849,716) | ||||||
Settlement | 820 | 470,745 | 416,740 | 2,399 | 33,518 | 924,222 | ||||||
Inventories | - | - | - | - | (14,323) | (14,323) | ||||||
Other comprehensive income | 2,194 | (45,727) | (63,524) | (37,339) | - | (144,396) | ||||||
Operating result - income | - | (394,559) | (43,182) | - | - | (437,741) | ||||||
Operating result - cost | - | - | - | 11,045 | 15,173 | 26,218 | ||||||
Financial result | (562) | (95,059) | (141,487) | - | - | (237,108) | ||||||
|
|
|
|
|
| |||||||
Fair value at the end of the period | - | (225,416) | (1,510,914) | (32,643) | 36,129 | (1,732,844) | ||||||
Consolidated | ||||||||||||
09.30.18 | ||||||||||||
Cash flow hedge | Fair value hedge | |||||||||||
Interest | Foreign exchange | Commodities | Commodities | |||||||||
Derivatives | Derivatives | Non-derivatives | Derivatives | Derivatives | Total | |||||||
Fair value at the beggining of the period | (13,299) | (161,049) | (1,679,461) | (8,748) | 1,761 | (1,860,796) | ||||||
Settlement | 5,127 | 555,737 | 457,781 | 2,399 | 33,518 | 1,054,562 | ||||||
Inventories | - | - | - | - | (14,323) | (14,323) | ||||||
Other comprehensive income | 8,020 | (65,588) | (63,524) | (37,339) | - | (158,431) | ||||||
Operating result - income | - | (394,559) | (43,182) | - | - | (437,741) | ||||||
Operating result - cost | - | (81,878) | (41,041) | 11,045 | 15,173 | (96,701) | ||||||
Financial result | (562) | (97,946) | (141,487) | - | - | (239,995) | ||||||
|
|
|
|
|
| |||||||
Fair value at the end of the period | (714) | (245,283) | (1,510,914) | (32,643) | 36,129 | (1,753,425) |
4.6. Sensitivity analysis
The Management understands that the most relevant risks that may affect the Company’s income are: volatility of commodities prices, stock prices and foreign exchange rates. Currently the fluctuation of the interest rates do not affect significantlythe Company’s results since Management has chosen to keep at fixed rates a considerable portion of its debts.
75
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The scenarios below are compliant with CVM Instruction 475/08 and present the possible impacts of the financial instruments considering situations of increase and decrease in the selected risk factors. The amounts of exports used correspond to the notional amount of the financial instruments designated for hedge accounting.
The information used in the preparation of the analysis are based on the position as of September 30, 2018, which were described in the items above. The future results to be measured may diverge significantly of the estimated values if the reality presents different than the considered premises. Positive values indicate gains and negative values indicate losses.
76
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
4.0039 | 3.6035 | 3.0029 | 5.0049 | 6.0059 | ||||||||
Parity - Brazilian Reais x U.S. Dollar | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | 10% appreciation | 25% appreciation | 25% devaluation | 50% devaluation | ||||||
Designated as hedge accouting | ||||||||||||
Non-deliverable forward | Devaluation of R$ | (54,951) | 90,808 | 309,447 | (419,349) | (783,747) | ||||||
Options - currencies | Devaluation of R$ | (88,358) | 259,949 | 867,490 | (1,079,624) | (2,140,658) | ||||||
Export prepayments | Devaluation of R$ | (177,341) | (143,975) | (93,927) | (260,755) | (344,169) | ||||||
Bonds | Devaluation of R$ | (530,039) | (422,470) | (261,115) | (798,963) | (1,067,887) | ||||||
Exports (object) | Appreciation of R$ | 835,431 | 260,106 | (687,964) | 2,394,245 | 4,022,827 | ||||||
Cost (object) | Appreciation of R$ | 15,258 | (44,418) | (133,931) | 164,446 | 313,634 | ||||||
Not designated as hedge accouting | ||||||||||||
NDF - Purchase | Appreciation of R$ | (3,896) | (51,943) | (124,013) | 116,221 | 236,338 | ||||||
Future purchase - B3 | Appreciation of R$ | 20,714 | (157,159) | (423,969) | 465,398 | 910,081 | ||||||
Net effect | 16,818 | (209,102) | (547,982) | 581,619 | 1,146,419 | |||||||
4.6545 | 4.1891 | 3.4909 | 5.8181 | 6.9818 | ||||||||
Parity - Brazilian Reais x Euro | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | 10% appreciation | 25% appreciation | 25% devaluation | 50% devaluation | ||||||
Designated as hedge accouting | ||||||||||||
Non-deliverable forward | Devaluation of R$ | 6,953 | 20,916 | 41,861 | (27,956) | (62,865) | ||||||
Exports (object) | Appreciation of R$ | (6,953) | (20,916) | (41,861) | 27,956 | 62,865 | ||||||
Not designated as hedge accouting | ||||||||||||
NDF - Purchase EUR x US$ | Devaluation of R$ | (8,408) | (54,954) | (124,772) | 107,955 | 224,318 | ||||||
NDF - Purchase | Devaluation of R$ | (46,482) | (293,171) | (663,203) | 570,239 | 1,186,961 | ||||||
Net effect | (54,890) | (348,125) | (787,975) | 678,194 | 1,411,279 | |||||||
5.2267 | 4.7040 | 3.9200 | 6.5334 | 7.8401 | ||||||||
Parity - Brazilian Reais x GBP | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | 10% appreciation | 25% appreciation | 25% devaluation | 50% devaluation | ||||||
Designated as hedge accouting | ||||||||||||
Non-deliverable forward | Devaluation of R$ | (3,404) | (24,311) | (55,671) | 48,863 | 101,130 | ||||||
Net effect | (3,404) | (24,311) | (55,671) | 48,863 | 101,130 | |||||||
145.34 | 130.81 | 109.01 | 181.68 | 218.02 | ||||||||
Price parity CBOT - Corn - US$/Ton | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | Decrease 10% | Decrease 25% | Increase 25% | Increase 50% | ||||||
Designated as hedge accounting | ||||||||||||
Non-deliverable forward - Corn sale | Increase in the price of corn | 36,732 | 92,368 | 175,821 | (102,356) | (241,445) | ||||||
Non-deliverable forward - Corn purchase | Decrease in the price of corn | (1,744) | (8,203) | (17,891) | 14,404 | 30,551 | ||||||
Cost (object) | Decrease in the price of corn | (34,988) | (84,165) | (157,930) | 87,952 | 210,894 | ||||||
Net effect | - | - | - | - | - | |||||||
121.61 | 109.45 | 91.21 | 152.01 | 182.42 | ||||||||
Price parity CBOT - Soybean meal - US$/Ton | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | Decrease 10% | Decrease 25% | Increase 25% | Increase 50% | ||||||
Designated as hedge accounting | ||||||||||||
Non-deliverable forward - Soybeal meal purchase | Decrease in the price of soybean meal | (3,856) | (8,676) | (15,907) | 8,195 | 20,246 | ||||||
Soybean meal options | Decrease in the price of soybean meal | (1,881) | (3,242) | (5,283) | - | 8,483 | ||||||
Cost (object) | Increase in the price of soybean meal | 5,737 | 11,918 | 21,190 | (8,195) | (28,729) | ||||||
Net effect | - | - | - | - | - | |||||||
319.44 | 287.49 | 239.58 | 399.30 | 479.16 | ||||||||
Price parity CBOT - Soybean - US$/Ton | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | Decrease 10% | Decrease 25% | Increase 25% | Increase 50% | ||||||
Designated as hedge accounting | ||||||||||||
NDF - Soybean purchase | Decrease in the price of soybean | (9,869) | (21,505) | (38,959) | 19,222 | 48,312 | ||||||
Cost (object) | Increase in the price of soybean | 9,869 | 21,505 | 38,959 | (19,222) | (48,312) | ||||||
Net effect | - | - | - | - | - | |||||||
644.43 | 579.98 | 483.32 | 805.53 | 966.64 | ||||||||
Price parity CBOT - soybean oil - US$/Ton | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | Decrease 10% | Decrease 25% | Increase 25% | Increase 50% | ||||||
Designated as hedge accounting | ||||||||||||
NDF - Soybean oil purchase | Decrease in the price of soybean oil | (7,746) | (14,068) | (23,551) | 8,058 | 23,862 | ||||||
Cost (object) | Increase in the price of soybean oil | 7,746 | 14,068 | 23,551 | (8,058) | (23,862) | ||||||
Net effect | - | - | - | - | - | |||||||
21.97 | 19.77 | 16.48 | 27.46 | 32.96 | ||||||||
Price parity - Shares BRFS3 - R$ | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | Decrease 10% | Decrease 25% | Increase 25% | Increase 50% | ||||||
Not designated as hedge accounting | ||||||||||||
Stock swap | Decrease in the share price | (191,773) | (209,546) | (236,205) | (147,341) | (102,910) | ||||||
Net effect | (191,773) | (209,546) | (236,205) | (147,341) | (102,910) |
77
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
4.7. Financial instruments by category
| Parent company | ||||||
| 09.30.18 | ||||||
| Amortized cost |
| Fair value through other comprehensive income |
| Fair value through profit and loss | Total | |
|
|
| Equity instruments |
|
|
|
|
Assets |
|
|
|
|
|
|
|
Cash and bank | 62,239 |
| - |
| - |
| 62,239 |
Cash equivalents | - |
| - |
| 2,669,160 |
| 2,669,160 |
Marketable securities | 86,390 |
| 81,311 |
| 311,240 |
| 478,941 |
Restricted cash | 854,141 |
| - |
| - |
| 854,141 |
Trade accounts receivable | 3,507,518 |
| - |
| - |
| 3,507,518 |
Other credits | 215,033 |
| - |
| - |
| 215,033 |
Derivatives not designated | - |
| - |
| 63,815 |
| 63,815 |
Derivatives designated as hedge accounting (1) | - |
| - |
| 168,674 |
| 168,674 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Trade accounts payable | (4,758,469) |
| - |
| - |
| (4,758,469) |
Supply chain finance | (820,762) |
| - |
| - |
| (820,762) |
Loans and financing | (14,856,596) |
| - |
| - |
| (14,856,596) |
Finance lease payable | (234,759) |
| - |
| - |
| (234,759) |
Derivatives not designated | - |
| - |
| (191,773) |
| (191,773) |
Derivatives designated as hedge accounting (1) | - |
| - |
| (390,604) |
| (390,604) |
| (15,945,265) |
| 81,311 |
| 2,630,512 |
| (13,233,442) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) All derivatives are measured at fair value through profit and loss, although, those designated as hedge accounting have their gains and losses also affecting other comprehensive income and inventories. | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Parent company | ||||||
| 12.31.17 | ||||||
| Amortized cost |
| Fair value through other comprehensive income |
| Fair value through profit and loss | Total | |
|
|
| Equity instruments |
|
|
|
|
Assets |
|
|
|
|
|
|
|
Cash and bank | 146,331 |
| - |
| - |
| 146,331 |
Cash equivalents | - |
| - |
| 3,438,370 |
| 3,438,370 |
Marketable securities | 82,418 |
| 276,900 |
| 166,322 |
| 525,640 |
Restricted cash | 516,598 |
| - |
| - |
| 516,598 |
Trade accounts receivable | 7,331,532 |
| - |
| - |
| 7,331,532 |
Other credits | 223,239 |
| - |
| - |
| 223,239 |
Other receivables | 28,897 |
| - |
| - |
| 28,897 |
Derivatives not designated | - |
| - |
| 25,432 |
| 25,432 |
Derivatives designated as hedge accounting (1) | - |
| - |
| 23,700 |
| 23,700 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Trade accounts payable | (4,831,225) |
| - |
| - |
| (4,831,225) |
Supply chain finance | (648,914) |
| - |
| - |
| (648,914) |
Loans and financing | (13,546,738) |
| - |
| - |
| (13,546,738) |
Finance lease payable | (226,477) |
| - |
| - |
| (226,477) |
Derivatives not designated | - |
| - |
| (88,664) |
| (88,664) |
Derivatives designated as hedge accounting (1) | - |
| - |
| (193,955) |
| (193,955) |
| (10,924,339) |
| 276,900 |
| 3,371,205 |
| (7,276,234) |
78
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
(1) All derivatives are measured at fair value through profit and loss, although, those designated as hedge accounting have their gains and losses also affecting other comprehensive income and inventories.
Consolidated | |||||||||
09.30.18 | |||||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||||
Equity instruments | Debt instruments | ||||||||
Assets | |||||||||
Cash and bank | 1,234,374 | - | - | - | 1,234,374 | ||||
Cash equivalents | - | - | - | 3,189,721 | 3,189,721 | ||||
Marketable securities | 347,598 | 126,361 | 17,064 | 344,187 | 835,210 | ||||
Restricted cash | 875,651 | - | - | - | 875,651 | ||||
Trade accounts receivable | 3,409,071 | - | - | - | 3,409,071 | ||||
Other credits | 223,222 | - | - | - | 223,222 | ||||
Derivatives not designated | - | - | - | 63,815 | 63,815 | ||||
Derivatives designated as hedge accounting (1) | - | - | - | 169,140 | 169,140 | ||||
Liabilities | |||||||||
Trade accounts payable | (6,288,139) | - | - | - | (6,288,139) | ||||
Supply chain finance | (900,506) | - | - | - | (900,506) | ||||
Loans and financing | (22,051,537) | - | - | - | (22,051,537) | ||||
Finance lease payable | (243,679) | - | - | - | (243,679) | ||||
Derivatives not designated | - | - | - | (228,056) | (228,056) | ||||
Derivatives designated as hedge accounting (1) | - | - | - | (411,651) | (411,651) | ||||
(23,393,945) | 126,361 | 17,064 | 3,127,156 | (20,123,364) | |||||
(1) All derivatives are measured at fair value through profit and loss, although, those designated as hedge accounting have their gains and losses also affecting other comprehensive income and inventories. | |||||||||
Consolidated | |||||||||
12.31.17 | |||||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||||
Equity instruments | Debt instruments | ||||||||
Assets | |||||||||
Cash and bank | 1,670,117 | - | - | - | 1,670,117 | ||||
Cash equivalents | - | - | - | 4,340,712 | 4,340,712 | ||||
Marketable securities | 256,978 | 328,816 | 15,447 | 195,994 | 797,235 | ||||
Restricted cash | 535,624 | - | - | - | 535,624 | ||||
Trade accounts receivable | 3,925,282 | - | - | - | 3,925,282 | ||||
Other credits | 229,521 | - | - | - | 229,521 | ||||
Other receivables | 28,897 | - | - | - | 28,897 | ||||
Derivatives not designated | - | - | - | 63,081 | 63,081 | ||||
Derivatives designated as hedge accounting (1) | - | - | - | 27,455 | 27,455 | ||||
Liabilities | |||||||||
Trade accounts payable | (6,642,257) | - | - | - | (6,642,257) | ||||
Supply chain finance | (715,189) | - | - | - | (715,189) | ||||
Loans and financing | (20,444,378) | - | - | - | (20,444,378) | ||||
Finance lease payable | (232,575) | - | - | - | (232,575) | ||||
Derivatives not designated | - | - | - | (90,701) | (90,701) | ||||
Derivatives designated as hedge accounting (1) | - | - | - | (208,790) | (208,790) | ||||
(21,387,980) | 328,816 | 15,447 | 4,327,751 | (16,715,966) | |||||
(1) All derivatives are measured at fair value through profit and loss, although, those designated as hedge accounting have their gains and losses also affecting other comprehensive income and inventories. | |||||||||
79
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
4.8. Fair value of the financial instruments
According to CVM Deliberation Nº 699/12 the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Depending on the inputs used for measurement, the financial instruments at fair value are classified into 3 hierarchy levels:
· Level 1 – Prices quoted (not adjusted) for identical instruments in active markets. Investments in stocks, credit linked notes, savings accounts, overnights, term deposits, Financial Treasury Bills (“LFT”) and investment funds are classified at level 1;
· Level 2 – Prices quoted in active markets for similar instruments, prices quoted for identical or similar instruments in non-active markets and evaluation models for which inputs are observable. Investments in Bank Deposit Certificates (“CDB”) and derivatives, which are measured by well-known pricing models: discounted cash flows and Black & Scholes. The observable inputs are interest rates and curves, volatility factors and foreign exchange rates; and
· Level 3 – Instruments whose significant inputs are non-observable. The Company does not have financial instruments in this classification.
The table below presents the overall classification of financial instruments measured at fair value by measurement hierarchy. For the period ended on September 30, 2018, there were no changes between the 3 levels of hierarchy.
Parent company | |||||||||||
09.30.18 | 12.31.17 | ||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||
Financial Assets | |||||||||||
Fair value through other comprehensive income | |||||||||||
Stocks | 81,311 | - | 81,311 | 276,900 | - | 276,900 | |||||
Fair value through profit and loss | |||||||||||
Savings account and overnight | 18,493 | - | 18,493 | 108,148 | - | 108,148 | |||||
Bank deposit certificates | - | 2,647,191 | 2,647,191 | - | 3,324,888 | 3,324,888 | |||||
Financial treasury bills | 311,240 | - | 311,240 | 166,322 | - | 166,322 | |||||
Investment funds | 3,476 | - | 3,476 | 5,334 | - | 5,334 | |||||
Derivatives | - | 232,489 | 232,489 | - | 49,132 | 49,132 | |||||
Financial Liabilities | |||||||||||
Fair value through profit and loss | |||||||||||
Derivatives | - | (582,377) | (582,377) | - | (282,619) | (282,619) | |||||
414,520 | 2,297,303 | 2,711,823 | 556,704 | 3,091,401 | 3,648,105 |
80
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | |||||||||||
09.30.18 | 12.31.17 | ||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||
Financial Assets | |||||||||||
Fair value through other comprehensive income | |||||||||||
Credit linked notes | 17,064 | - | 17,064 | 15,447 | - | 15,447 | |||||
Stocks | 126,361 | - | 126,361 | 328,816 | - | 328,816 | |||||
Fair value through profit and loss | |||||||||||
Savings account and overnight | 459,048 | - | 459,048 | 649,618 | - | 649,618 | |||||
Term deposits | 39,308 | - | 39,308 | 157,974 | - | 157,974 | |||||
Bank deposit certificates | - | 2,687,889 | 2,687,889 | - | 3,527,786 | 3,527,786 | |||||
Financial treasury bills | 311,240 | - | 311,240 | 166,322 | - | 166,322 | |||||
Investment funds | 36,423 | - | 36,423 | 35,006 | - | 35,006 | |||||
Derivatives | - | 232,955 | 232,955 | - | 90,536 | 90,536 | |||||
Financial Liabilities | |||||||||||
Fair value through profit and loss | |||||||||||
Derivatives | - | (639,707) | (639,707) | - | (299,491) | (299,491) | |||||
989,444 | 2,281,137 | 3,270,581 | 1,353,183 | 3,318,831 | 4,672,014 |
Except for the items set forth below, the fair value of all other financial instruments approximates their fair value. The fair value of financial instruments set forth below is based in prices observed in active markets, level 1 of the fair value hierarchy.
Parent company and Consolidated | |||||||||
|
| 09.30.18 | 12.31.17 | ||||||
Maturity | Book | Fair | Book | Fair | |||||
BRF bonds | |||||||||
BRF SA BRFSBZ5 | 2022 | (474,185) | (482,878) | (369,627) | (406,699) | ||||
BRF SA BRFSBZ3 | 2023 | (1,972,973) | (1,845,488) | (1,608,257) | (1,578,661) | ||||
BRF SA BRFSBZ7 | 2018 | - | - | (503,802) | (502,363) | ||||
BRF SA BRFSBZ2 | 2022 | (2,339,129) | (2,308,737) | (1,997,537) | (1,974,482) | ||||
Parent company | (4,786,287) | (4,637,103) | (4,479,223) | (4,462,205) | |||||
BFF bonds | |||||||||
Sadia Overseas BRFSBZ7 | 2020 | (347,928) | (356,910) | (292,211) | (299,883) | ||||
Bonds BRF - SHB | |||||||||
BRF SA BRFSBZ4 | 2024 | (3,035,974) | (2,792,375) | (2,465,396) | (2,427,849) | ||||
Bonds BRF Gmbh | |||||||||
BRF SA BRFSBZ4 | 2026 | (1,955,624) | (1,750,503) | (1,628,927) | (1,553,088) | ||||
Quickfood bonds | |||||||||
Quickfood | 2022 | (90,273) | (90,273) | (167,966) | (167,966) | ||||
Consolidated | (10,216,086) | (9,627,164) | (9,033,723) | (8,910,991) |
81
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
5. SEGMENT INFORMATION
The operating segments are reported consistently with the management reports provided to the chief operating decision maker for assessing the performance of each segment and allocating resources.
The segment information is prepared considering 5 operating segments, as follows: Brazil, Southern Cone, International, Halal (previously denominated “One Foods”) and Other Segments, which primarily observe our geographical structure.
These segments include sales of all distribution channels and operations subdivided according to the nature of the products whose characteristics are described below:
· Poultry: involves the production and sale of whole poultry and in-natura cuts.
· Pork and other: involves the production and sale of in-natura cuts.
· Processed: involves the production and sale of processed foods, frozen and processed products derived from poultry, pork and beef, margarine, vegetable and soybean-based products.
· Other sales: involves the sale of flour for food service and others.
Other segments are divided into:
· Ingredients: commercialization and development of animal health ingredients, human nutrition, plant nutrition (fertilizers) and health care (health and wellness).
· Other segments: commercialization of agricultural products.
The net sales for each reportable operating segment are set forth below:
82
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | ||||||||
Net sales | July to | January to September 2018 | July to | January to September 2017 | ||||
Brazil | ||||||||
In-natura | 1,000,107 | 2,901,306 | 885,432 | 2,570,053 | ||||
Poultry | 795,769 | 2,306,422 | 679,771 | 1,983,994 | ||||
Pork and other | 204,338 | 594,884 | 205,661 | 586,059 | ||||
Processed | 3,116,883 | 8,636,427 | 2,866,712 | 8,361,564 | ||||
Other sales | 4,222 | 12,514 | 4,420 | 12,749 | ||||
4,121,212 | 11,550,247 | 3,756,564 | 10,944,366 | |||||
Halal | ||||||||
In-natura | 1,781,133 | 4,980,440 | 1,600,841 | 4,103,450 | ||||
Poultry | 1,763,419 | 4,945,463 | 1,592,648 | 4,073,587 | ||||
Other | 17,714 | 34,977 | 8,193 | 29,863 | ||||
Processed | 339,091 | 933,604 | 254,699 | 608,344 | ||||
Other sales | 87,620 | 235,665 | 76,635 | 114,073 | ||||
2,207,844 | 6,149,709 | 1,932,175 | 4,825,867 | |||||
International | ||||||||
In-natura | 1,206,249 | 3,484,643 | 1,492,102 | 4,302,234 | ||||
Poultry | 1,029,366 | 2,920,479 | 1,123,118 | 3,288,709 | ||||
Pork and other | 176,883 | 564,164 | 368,984 | 1,013,525 | ||||
Processed | 553,107 | 1,669,740 | 716,538 | 2,041,916 | ||||
Other sales | 24,631 | 96,716 | 65,424 | 187,737 | ||||
1,783,987 | 5,251,099 | 2,274,064 | 6,531,887 | |||||
Southern Cone | ||||||||
In-natura | 188,214 | 608,644 | 198,963 | 567,621 | ||||
Poultry | 29,427 | 140,240 | 47,608 | 144,401 | ||||
Pork and other (1) | 158,787 | 468,404 | 151,355 | 423,220 | ||||
Processed | 191,047 | 729,530 | 342,778 | 1,024,186 | ||||
Other sales | 24,904 | 64,354 | 20,493 | 53,881 | ||||
404,165 | 1,402,528 | 562,234 | 1,645,688 | |||||
Other segments | ||||||||
Ingredients | 118,644 | 325,399 | 89,683 | 172,022 | ||||
Other sales | 131,495 | 304,080 | 117,548 | 448,511 | ||||
250,139 | 629,479 | 207,231 | 620,533 | |||||
8,767,347 | 24,983,062 | 8,732,268 | 24,568,341 |
(1) On September 30, 2017, the amounts related to in-natura beef cuts were reallocated from Other Segments.
The operating income for each reportable operating segment is set forth below:
83
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | ||||||||
July to | January to September 2018 | July to | January to September 2017 | |||||
Brazil | 140,162 | 239,439 | 261,122 | 782,675 | ||||
Halal | 187,541 | 237,807 | 66,166 | (28,956) | ||||
International | (148,149) | (256,878) | 195,258 | 237,424 | ||||
Southern Cone | (33,160) | (106,134) | (8,753) | (36,121) | ||||
Other segments | (8,790) | 44,244 | 17,728 | 30,148 | ||||
Ingredients | 32,557 | 81,649 | 14,054 | 31,678 | ||||
Other sales | (41,347) | (37,405) | 3,674 | (1,530) | ||||
Sub total | 137,604 | 158,478 | 531,521 | 985,170 | ||||
Corporate | (224,996) | (764,322) | 27,136 | (249,110) | ||||
(87,392) | (605,844) | 558,657 | 736,060 |
(1) For comparability of information see note 3.3.
The Corporate line presented above refers to relevant events not attributable to the normal course of its business either to the operating segments. For the nine-month period ended September 30, 2018, the main events were R$402,517 related to Trapaça Operation (note 1.3), R$191,071 related to the operational restructuring plan (note 1.5) and R$85,217 related to strike of the truck drivers (note 1.6). For the three-month period ended September 30, 2018, the main events were R$102,171 related to Trapaça Operation (note 1.3), R$47,130 related to the operational restructuring plan (note 1.5) and R$10,118 related to strike of the truck drivers (note 1.6). For the nine-month period ended September 30, 2017, the main events were: R$216,733 contingencies, R$157,502 extraordinary expenses – Carne Fraca Operation, R$48,730 business combination costs (Banvit), R$36,718 Businesses disposals costs (Lactalis), R$9,859 level of health insurance claims and R$131,930 gain tax amnesty program. For the three-month period ended September 30, 2017, the main events were: R$58,385 contingencies and R$48,730 business combination costs (Banvit).
No customer individually or in aggregate accounted for more than 5% of net sales for the period ended on September 30, 2018 and 2017.
The goodwill and intangible assets with indefinite useful life (trademarks) arising from business combination were allocated to the reportable operating segments, considering the nature of the products manufactured in each segment (cash-generating unit), as presented below:
84
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | |||||||||||
Goodwill | Trademarks | Total | |||||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||||
Brazil | 1,151,498 | 1,151,498 | 982,478 | 982,478 | 2,133,976 | 2,133,976 | |||||
Halal | 1,475,131 | 1,388,084 | 336,557 | 389,207 | 1,811,688 | 1,777,291 | |||||
International | 1,545,431 | 1,345,423 | 25,239 | 24,498 | 1,570,670 | 1,369,921 | |||||
Southern Cone | 445,320 | 307,223 | 220,870 | 253,727 | 666,190 | �� 560,950 | |||||
4,617,380 | 4,192,228 | 1,565,144 | 1,649,910 | 6,182,524 | 5,842,138 |
Information referring to the total assets by reportable segments is not being disclosed, as it is not included in the set of information made available to the chief operating decision maker, which take investment decisions and determine allocation of assets on a consolidated basis.
6. CASH AND CASH EQUIVALENTS
Average rate (p.a.) | Parent company | Consolidated | |||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||||
Cash and bank accounts | |||||||||
U.S. Dollar | - | 1,433 | 13,462 | 325,424 | 525,058 | ||||
Brazilian Reais | - | 57,824 | 123,022 | 62,732 | 135,013 | ||||
Euro | - | 2,645 | 6,021 | 123,161 | 181,756 | ||||
Other currencies | - | 337 | 3,826 | 723,057 | 828,290 | ||||
62,239 | 146,331 | 1,234,374 | 1,670,117 | ||||||
Cash equivalents | |||||||||
In Brazilian Reais | |||||||||
Investment funds | 3.10% | 3,476 | 5,334 | 3,476 | 5,334 | ||||
Savings account | 2.56% | 30 | 4,038 | 30 | 4,038 | ||||
Bank deposit certificates | 6.01% | 2,647,191 | 3,324,888 | 2,687,889 | 3,527,786 | ||||
2,650,697 | 3,334,260 | 2,691,395 | 3,537,158 | ||||||
In U.S. Dollar | |||||||||
Term deposit | - | - | - | - | 66,247 | ||||
Overnight | 0.58% | 18,463 | 104,110 | 459,018 | 645,580 | ||||
Other currencies | |||||||||
Term deposit | 3.63% | - | - | 39,308 | 91,727 | ||||
18,463 | 104,110 | 498,326 | 803,554 | ||||||
2,731,399 | 3,584,701 | 4,424,095 | 6,010,829 |
85
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
7. MARKETABLE SECURITIES
Average interest rate (p.a.) | Parent company | Consolidated | |||||||||||
WATM (1) | Currency | 09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||||||
Fair value through other comprehensive income | |||||||||||||
Credit linked note (a) | 1.33 | US$ | 3.85% | - | - | 17,064 | 15,447 | ||||||
Stocks (b) | - | R$ and HKD | - | 81,311 | 276,900 | 126,361 | 328,816 | ||||||
81,311 | 276,900 | 143,425 | 344,263 | ||||||||||
Fair value through profit and loss | |||||||||||||
Financial treasury bills (c) | 1.62 | R$ | 6.40% | 311,240 | 166,322 | 311,240 | 166,322 | ||||||
Investment funds (d) | 0.24 | ARS | 25.00% | - | - | 32,947 | 29,672 | ||||||
311,240 | 166,322 | 344,187 | 195,994 | ||||||||||
Amortized cost | |||||||||||||
Sovereign bonds and others (c) | 3.83 | AOA and R$ | 3.82% to 6.40% | 86,390 | 82,418 | 347,598 | 256,978 | ||||||
478,941 | 525,640 | 835,210 | 797,235 | ||||||||||
Current | 316,378 | 166,322 | 563,830 | 228,430 | |||||||||
Non-current (2) | 162,563 | 359,318 | 271,380 | 568,805 |
(1) Weighted average maturity in years.
(2) Maturity within up to September 01, 2024.
(a) The credit linked note is a structured operation with a first-class financial institution that bears periodic interest (LIBOR + spread) and corresponds to a credit note that contemplates the Company’s risk.
(b) Is composed as set forth below:
Quantity of shares | Share value | Total | ||||||||||||
Entities | Ticker | 09.30.18 |
| 12.31.17 | 09.30.18 |
| 12.31.17 | 09.30.18 |
| 12.31.17 | ||||
Minerva | BEEF3 | 15,204,100 | 26,000,000 | 5.01 | 10.65 | 76,173 | 276,900 | |||||||
Cofco Meat | 1610 | 77,583,000 | 77,583,000 | HKD1,13 / R$0,58 | HKD1,58 / R$0,67 | HKD87.669 / R$45.050 | HKD122.581 / R$51.916 | |||||||
Eletrobras | ELET6 | 266,427 | - | 18.62 | - | 4,961 | - | |||||||
Engie Brasil | EGIE3 | 4,994 | - | 35.48 | - | 177 | - |
(c) Comprised of Financial Treasury Bills (“LFT”) remunerated at the rate of the Special System for Settlement and Custody (“SELIC”) and securities of the Angola Government denominated in Kwanzas.
(d) The fund in foreign currency is basically represented of public and private securities.
The unrealized loss on the marketable securities measured at fair value through other comprehensive income, recorded in other Shareholders' Equity, corresponds to the accumulated amount of R$107,789 net of income tax of R$46,825 (loss of R$56,259 netof income tax of R$22,984 as of December 31, 2017).
86
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Additionally, on September 30, 2018, of the total of marketable securities, R$225,805 (R$16,196 as of December 31, 2017) were pledged as collateral (without restrictions for use) for operations with future contracts denominated in U.S. Dollars, traded on the B3.
8. TRADE ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES, NET
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Trade accounts receivable, net | |||||||
Domestic customers | 1,266,727 | 1,618,579 | 1,273,842 | 1,622,769 | |||
Domestic related parties | 483,263 | 831,962 | 5,031 | 2,583 | |||
Foreign customers | 404,049 | 337,222 | 2,597,539 | 2,753,998 | |||
Foreign related parties | 1,813,255 | 4,962,508 | 72,665 | 27,215 | |||
3,967,294 | 7,750,271 | 3,949,077 | 4,406,565 | ||||
( - ) Adjustment to present value | (7,098) | (11,261) | (10,743) | (13,728) | |||
( - ) Expected credit losses | (452,678) | (407,478) | (529,263) | (467,555) | |||
3,507,518 | 7,331,532 | 3,409,071 | 3,925,282 | ||||
Current | 3,498,941 | 7,325,588 | 3,399,943 | 3,919,022 | |||
Non-current | 8,577 | 5,944 | 9,128 | 6,260 | |||
Notes receivable | 246,837 | 254,303 | 255,026 | 260,585 | |||
( - ) Adjustment to present value | (461) | (313) | (461) | (313) | |||
Expected credit losses | (31,343) | (30,751) | (31,343) | (30,751) | |||
215,033 | 223,239 | 223,222 | 229,521 | ||||
Current | 128,726 | 107,434 | 136,818 | 113,127 | |||
Non-current (1) | 86,307 | 115,805 | 86,404 | 116,394 |
(1) Weighted average maturity of 2.87 years.
Part of the balance with foreign related parties is tied to Agribusiness Receivable Certificate (“CRA) operation, as disclosed in the financial statements for the year ended December 31, 2017 (note 19.2).
09.30.18 | ||||||||||||
|
|
|
|
|
|
|
|
| Parent company | Consolidated | ||
Operation | Date | Maturity | Average rate | Principal value | Updated Value | Updated Value | ||||||
CRA 2019 - 2sd Issue | 04.19.2016 | 04.19.2019 | 96,5% CDI | 1,000,000 | 1,010,373 | 1,010,373 | ||||||
CRA 2020 - 3th Issue | 12.16.2016 | 12.16.2020 | 96,0% CDI | 780,000 | - | 801,646 | ||||||
CRA 2023 - 3th Issue | 12.16.2016 | 12.18.2023 | IPCA + 5,90% | 720,000 | 768,723 | 768,723 | ||||||
2,500,000 | 1,779,096 | 2,580,742 |
On September 30, 2018 notes receivable are comprised mainly by receivables from thesales of several other assets and farms with an amount of R$205,012.
87
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The trade accounts receivable from related parties are disclosed in note 28. The consolidated balances, refers to transaction with associates UP!, in domestic market and with joint ventures SATS BRF, in foreign market.
The rollforward of the allowance for expected credit losses is set forth below:
Parent company | Consolidated | ||
09.30.18 | 09.30.18 | ||
Beginning balance | (407,478) | (467,555) | |
Inicial adoption IFRS 9 | (2,644) | (12,612) | |
Provision | (20,290) | (37,285) | |
Write-offs | 32,261 | 40,805 | |
Exchange rate variation | (54,527) | (52,616) | |
Ending balance | (452,678) | (529,263) |
The aging of trade accounts receivable is as follows:
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Current | 3,477,200 | 7,287,311 | 3,113,527 | 3,272,086 | |||
Overdue | |||||||
01 to 60 days | 19,791 | 48,894 | 130,028 | 364,336 | |||
61 to 90 days | 11,403 | 10,022 | 57,779 | 98,937 | |||
91 to 120 days | 9,073 | 10,065 | 41,580 | 33,650 | |||
121 to 180 days | 10,718 | 7,925 | 53,337 | 74,633 | |||
181 to 360 days | 12,561 | 16,478 | 59,221 | 170,771 | |||
More than 360 days | 426,548 | 369,576 | 493,605 | 392,152 | |||
( - ) Adjustment to present value | (7,098) | (11,261) | (10,743) | (13,728) | |||
( - ) Expected credit losses | (452,678) | (407,478) | (529,263) | (467,555) | |||
3,507,518 | 7,331,532 | 3,409,071 | 3,925,282 |
9. INVENTORIES
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Finished goods | 1,500,398 | 1,309,298 | 3,280,333 | 2,986,521 | |||
Work in process | 120,275 | 107,037 | 177,849 | 154,976 | |||
Raw materials | 1,040,923 | 846,257 | 1,322,133 | 1,086,304 | |||
Packaging materials | 69,447 | 56,369 | 100,188 | 86,998 | |||
Secondary materials | 316,396 | 272,638 | 355,064 | 321,105 | |||
Warehouse | 140,943 | 147,776 | 250,871 | 239,757 | |||
Imports in transit | 56,668 | 91,678 | 88,487 | 103,904 | |||
Other | 23,752 | 20,845 | 9,653 | 11,414 | |||
(-) Adjustment to present value | (35,379) | (34,114) | (40,773) | (42,811) | |||
3,233,423 | 2,817,784 | 5,543,805 | 4,948,168 |
88
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The costs of sales attributed to products sold during the nine-month period ended September 30, 2018 totaled R$15,857,933 in the parent company and R$21,431,407 in the consolidated (R$15,288,016 in the parent company and R$19,540,301 in the consolidated in the same period of the previous year), and during the three-month period ended September 30, 2018 totaled R$5,475,695 in the parent company and R$7,471,736 in the consolidated, (R$4,788,617 in the parent company and R$7,364,966 in the consolidated in the same period of the previous year). Such amounts include the additions and reversals of inventory provisions, set forth in the table below:
Parent company | |||||||
Provision for adjustment to realizable value | Provision for deterioration | Provision for obsolescence | Total | ||||
|
|
|
|
|
| 09.30.18 | |
Beginning balance | (209,681) | (41,098) | (6,370) | (257,149) | |||
Additions | (219,912) | (58,456) | (7,739) | (286,107) | |||
Reversals | 65,150 | - | - | 65,150 | |||
Write-offs | 220,546 | 58,427 | 2,467 | 281,440 | |||
Ending balance | (143,897) | (41,127) | (11,642) | (196,666) | |||
Consolidated | |||||||
Provision for adjustment to realizable value | Provision for deterioration | Provision for obsolescence | Total | ||||
|
|
|
|
|
| 09.30.18 | |
Beginning balance | (253,720) | (66,394) | (6,914) | (327,028) | |||
Additions | (249,593) | (86,574) | (17,025) | (353,192) | |||
Reversals | 92,170 | - | - | 92,170 | |||
Write-offs | 245,453 | 95,949 | 2,962 | 344,364 | |||
Adições OCF | - | - | |||||
Baixas OCF | - | - | |||||
Monetary changes due to hyperinflation | (8,140) | (4,291) | - | (12,431) | |||
Exchange rate variation | (1,678) | 286 | 487 | (905) | |||
Ending balance | (175,508) | (61,024) | (20,490) | (257,022) |
In 2018, the rollforward of provisions presented above includes the impacts related to Trapaça Operation (note 1.3) and Operational restructuring plan (note 1.5), and for the year 2017 is related to Carne Fraca Operation (note 1.2).
On September 30, 2018 and December 31, 2017, there were no inventory items pledged as collateral.
89
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
10. BIOLOGICAL ASSETS
The balance of biological assets is segregated in current and non-current assets are set forth below:
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Live animals | 1,219,878 | 1,261,556 | 1,442,204 | 1,510,480 | |||
Total current | 1,219,878 | 1,261,556 | 1,442,204 | 1,510,480 | |||
Live animals | 537,943 | 535,842 | 696,872 | 639,799 | |||
Forests | 245,324 | 237,718 | 273,910 | 263,855 | |||
Total non-current | 783,267 | 773,560 | 970,782 | 903,654 | |||
2,003,145 | 2,035,116 | 2,412,986 | 2,414,134 |
Live animals are represented for poultry and pork and separated into consumable and for production. There were no changes in classification of nature of biological assets as compared to the information disclosed in the financial statements for the year ended December 31, 2017 (note 11).
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The rollforward of biological assets for the period is set forth below:
Parent company | |||||||||||||
Current | Non-current | ||||||||||||
Live animals | Total | Live animals |
| Forests |
| Total | |||||||
Poultry | Pork |
| Poultry | Pork |
|
| |||||||
|
|
|
| 09.30.18 |
|
|
|
|
|
| 09.30.18 | ||
Beginning balance | 461,881 | 799,675 | 1,261,556 | 235,425 | 300,417 | 237,718 | 773,560 | ||||||
Additions/Transfer | 202,440 | 1,338,277 | 1,540,717 | 30,828 | 173,191 | 22,981 | 227,000 | ||||||
Fair value variation (1) | 421,785 | 128,702 | 550,487 | 1,292 | (111,683) | 12,140 | (98,251) | ||||||
Harvest | - | - | - | - | - | (21,804) | (21,804) | ||||||
Write-off | - | - | - | - | - | (4,665) | (4,665) | ||||||
Transfer between current and non-current | 40,386 | 51,141 | 91,527 | (40,386) | (51,141) | - | (91,527) | ||||||
Transfer between held for sale | - | - | - | - | - | (1,046) | (1,046) | ||||||
Transfer to inventories | (756,241) | (1,468,168) | (2,224,409) | - | - | - | - | ||||||
Ending balance | 370,251 | 849,627 | 1,219,878 | 227,159 | 310,784 | 245,324 | 783,267 | ||||||
Consolidated | |||||||||||||
Current | Non-current | ||||||||||||
Live animals | Total | Live animals |
| Forests |
| Total | |||||||
Poultry | Pork |
| Poultry | Pork |
|
| |||||||
|
|
|
| 09.30.18 |
|
|
|
|
|
| 30.09.18 | ||
Beginning balance | 699,947 | 810,533 | 1,510,480 | 325,821 | 313,978 | 263,855 | 903,654 | ||||||
Additions/Transfer | 290,910 | 1,339,925 | 1,630,835 | 194,566 | 173,191 | 28,233 | 395,990 | ||||||
Fair value variation (1) | 720,235 | 146,185 | 866,420 | (79,931) | (109,252) | 13,149 | (176,034) | ||||||
Harvest | - | - | - | - | - | (25,767) | (25,767) | ||||||
Write-off | - | - | - | (5,166) | - | (4,667) | (9,833) | ||||||
Transfer between current and non-current | 50,957 | 52,643 | 103,600 | (50,957) | (52,643) | - | (103,600) | ||||||
Transfer between held for sale | - | - | - | - | - | (893) | (893) | ||||||
Transfer to inventories | (1,154,958) | (1,482,631) | (2,637,589) | - | - | - | - | ||||||
Exchange variation | (24,585) | (6,957) | (31,542) | (8,254) | (6,115) | - | (14,369) | ||||||
Restatement by Hyperinflation | - | - | - | - | 1,634 | - | 1,634 | ||||||
Ending balance | 582,506 | 859,698 | 1,442,204 | 376,079 | 320,793 | 273,910 | 970,782 |
(1) The fair value variation of biological assets includes depreciation of breeding stock and depletion of forests in the amount of R$444,464 (R$462,923 for the nine-month period ended September 30, 2017) in the parent company and R$612,123 (R$570,311 for the nine-month period ended September 30, 2017) in the consolidated.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The quantities and balances per live animal assets are set forth below:
Parent company | |||||||
09.30.18 | 12.31.17 | ||||||
Quantity | Value | Quantity | Value | ||||
Consumable biological assets | |||||||
Immature poultry | 97,509 | 370,251 | 116,134 | 461,881 | |||
Immature pork | 3,755 | 849,627 | 3,903 | 799,675 | |||
Total current | 101,264 | 1,219,878 | 120,037 | 1,261,556 | |||
Production biological assets | |||||||
Immature poultry | 4,368 | 84,295 | 4,776 | 89,488 | |||
Mature poultry | 7,133 | 142,864 | 7,669 | 145,937 | |||
Immature pork | 199 | 70,010 | 191 | 59,292 | |||
Mature pork | 439 | 240,774 | 437 | 241,125 | |||
Total non-current | 12,139 | 537,943 | 13,073 | 535,842 | |||
113,403 | 1,757,821 | 133,110 | 1,797,398 | ||||
Consolidated | |||||||
09.30.18 | 12.31.17 | ||||||
Quantity | Value | Quantity | Value | ||||
Consumable biological assets | |||||||
Immature poultry | 178,805 | 582,506 | 199,337 | 699,947 | |||
Immature pork | 3,839 | 859,698 | 3,987 | 810,533 | |||
Total current | 182,644 | 1,442,204 | 203,324 | 1,510,480 | |||
Production biological assets | |||||||
Immature poultry | 6,986 | 133,028 | 6,693 | 117,188 | |||
Mature poultry | 11,836 | 243,051 | 11,113 | 208,633 | |||
Immature pork | 223 | 75,817 | 229 | 67,819 | |||
Mature pork | 447 | 244,976 | 445 | 246,159 | |||
Total non-current | 19,492 | 696,872 | 18,480 | 639,799 | |||
202,136 | 2,139,076 | 221,804 | 2,150,279 |
The Company has forests as collateral for loan and tax/civil contingencies in the amount of R$66,461 in the parent company and R$67,235 in the consolidated (R$56,126 in the parent company and consolidated as of December 31, 2017).
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
10.1. Table of sensitivity analysis
The live animals and forests fair value is determined using non-observable information and the best practices and data available at the moment the appraisal is done, being classified as level 3 in the fair value hierarchy, as required by CVM Deliberation Nº 699/12.
Impact on fair value measurement | ||||||||
The estimated fair value can be change if: | ||||||||
Asset | Valuation methodology | Non observable significant inputs | Increase | Decrease | ||||
Forests | Income approach | Estimated price of standing wood | Increase in the price of wood | Decrease in the price of wood | ||||
Productivity per hectare estimated | Increase in yield per hectare | Decrease in yield per hectare | ||||||
Harvest and transport cost | Decrease of harvest cost | Increase of harvest cost | ||||||
|
| Discount rate | Descrease in discount rate | Increase in discount rate | ||||
Live animals | Cost approach | Animal feed cost (corn, soybean meal) | Increase in animal feed cost | Decrease in animal feed cost | ||||
|
| Labor cost (outgrowers) | Increase in labor cost | Decrease in labor cost |
11. RECOVERABLE AND INCOME AND SOCIAL CONTRIBUTION TAXES
Parent company | Consolidated | ||||||
Recoverable taxes | 09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | |||
ICMS ("State VAT") | 1,400,089 | 1,397,484 | 1,770,814 | 1,681,938 | |||
PIS and COFINS ("Federal Taxes to Social Fund Programs") | 273,226 | 323,456 | 433,855 | 430,165 | |||
IPI ("Federal VAT") | 822,086 | 781,779 | 824,162 | 791,226 | |||
INSS ("Brazilian Social Security") | 303,577 | 280,415 | 303,629 | 280,442 | |||
Other | 45,224 | 50,150 | 144,817 | 123,805 | |||
(-) Provision for losses | (138,706) | (138,423) | (173,373) | (160,503) | |||
2,705,496 | 2,694,861 | 3,303,904 | 3,147,073 | ||||
Current | 432,974 | 468,715 | 740,900 | 728,918 | |||
Non-current | 2,272,522 | 2,226,146 | 2,563,004 | 2,418,155 | |||
Income and social contribution tax | |||||||
Income and social contribution tax (IR/CS) | 384,762 | 389,113 | 610,801 | 528,380 | |||
(-) Provision for losses | (8,985) | (8,985) | (9,029) | (9,029) | |||
375,777 | 380,128 | 601,772 | 519,351 | ||||
Current | 368,968 | 373,319 | 589,469 | 499,341 | |||
Non-current | 6,809 | 6,809 | 12,303 | 20,010 |
The rollforward of the allowance for losses is set forth below:
Parent company | |||||||||||
ICMS ("State VAT") | PIS and COFINS ("Federal Taxes to Social Fund Programs") | Income and social contribution tax | IPI ("Federal VAT") | Other | Total | ||||||
|
|
|
|
|
|
|
|
|
| 09.30.18 | |
Beginning balance | (104,698) | (19,717) | (8,985) | (13,562) | (446) | (147,408) | |||||
Additions | (5,509) | - | - | - | (3,315) | (8,824) | |||||
Write-offs | 6,186 | 2,299 | - | - | 56 | 8,541 | |||||
Ending balance | (104,021) | (17,418) | (8,985) | (13,562) | (3,705) | (147,691) |
93
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | |||||||||||
ICMS ("State VAT") | PIS and COFINS ("Federal Taxes to Social Fund Programs") | Income and social contribution tax | IPI ("Federal VAT") | Other | Total | ||||||
|
|
|
|
|
|
|
|
|
| 09.30.18 | |
Beginning balance | (122,892) | (19,717) | (9,029) | (13,562) | (4,332) | (169,532) | |||||
Additions | (19,937) | - | - | - | (3,686) | (23,623) | |||||
Write-offs | 6,431 | 2,299 | - | - | 412 | 9,142 | |||||
Exchange rate variation | - | - | - | - | 1,611 | 1,611 | |||||
Ending balance | (136,398) | (17,418) | (9,029) | (13,562) | (5,995) | (182,402) |
94
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
12. INCOME AND SOCIAL CONTRIBUTION TAXES
12.1. Deferred income and social contribution taxes
| Parent company | Consolidated | |||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Assets | |||||||
Tax loss carryforwards (corporate income tax) | 1,023,018 | 1,023,439 | 1,422,873 | 1,438,911 | |||
Negative calculation basis (social contribution tax) | 400,068 | 400,219 | 400,488 | 401,404 | |||
Temporary differences | |||||||
Provisions for tax, civil and labor risks | 338,359 | 376,953 | 361,286 | 397,955 | |||
Suspended collection taxes | 20,783 | 12,345 | 20,783 | 12,345 | |||
Allowance for doubtful accounts | 135,742 | 116,085 | 135,749 | 116,086 | |||
Provision for property, plant and equipment losses | 4,603 | 2,768 | 4,603 | 6,286 | |||
Provision for losses on tax credits | 49,894 | 46,994 | 63,492 | 53,180 | |||
Provision for other obligations | 86,699 | 92,464 | 87,389 | 92,753 | |||
Employees' profit sharing | 6,499 | - | 6,499 | - | |||
Provision for inventory losses | 66,671 | 87,289 | 70,771 | 98,601 | |||
Employees' benefits plan | 127,932 | 118,279 | 137,881 | 127,403 | |||
Unrealized losses on derivatives financial instruments | 85,433 | 80,387 | 85,433 | 80,387 | |||
Unrealized losses on inventories | - | - | 3,540 | 4,443 | |||
Provision for losses - notes receivables | 5,967 | 13,340 | 6,401 | 13,664 | |||
Estimated annual effective tax rate - CPC 21 | 118,402 | - | 118,402 | - | |||
Business combination - Sadia (1) | 115,140 | 206,799 | 115,140 | 206,799 | |||
Other temporary differences | 14,319 | 67,143 | 55,426 | 96,766 | |||
2,599,529 | 2,644,504 | 3,096,156 | 3,146,983 | ||||
Liabilities | |||||||
Temporary differences | |||||||
Unrealized gains on fair value | (4,359) | (36,170) | (6,667) | (38,495) | |||
Difference between tax basis and accounting basis of goodwill amortization | (318,169) | (301,805) | (318,169) | (301,805) | |||
Difference between tax depreciation rate and accounting depreciation rate (useful life) | (736,318) | (684,704) | (736,273) | (694,240) | |||
Business combination - Sadia (1) | (711,507) | (727,098) | (711,507) | (727,098) | |||
Business combination - AKF | - | - | (20,226) | (17,835) | |||
Business combination - Dánica and Avex | - | - | (1,924) | (4,470) | |||
Business combination - Invicta | - | - | 16,440 | (30,926) | |||
Business combination - other companies (2) | - | - | (80,856) | (35,796) | |||
Other - exchange rate variation | - | - | (60,366) | (54,854) | |||
Other temporary differences | 14,007 | (10,774) | (79,789) | (27,401) | |||
(1,756,346) | (1,760,551) | (1,999,337) | (1,932,920) | ||||
Total deferred tax | 843,183 | 883,953 | 1,096,819 | 1,214,063 | |||
Total Assets | 843,183 | 883,953 | 1,317,166 | 1,369,366 | |||
Total Liabilities | - |
| - |
| (220,347) |
| (155,303) |
843,183 | 883,953 | 1,096,819 | 1,214,063 |
(1) The deferred tax asset on the business combination with Sadia is mainly computed on the difference between the goodwill amortization tax basis and goodwill accounting basis identified in the purchase price allocation. Deferred tax liability on business combination with Sadia is substantially represented by the fair value of property, plant and equipment, trademarks and contingent liabilities.
(2) Deferred tax liabilities related to the business combinations with Quickfood (trademarks, customer relationship, Fair value of property, plant and equipment) and AFC (customer relationship).
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Parte inferior do formulárioThe roll-forward of deferred tax is set forth below:
Parent company | Consolidated | ||
09.30.18 | 09.30.18 | ||
Beginning balance | 883,953 | 1,214,063 | |
Deferred income and social contribution taxes recognized in the statement of income | (51,462) | (103,967) | |
Deferred income and social contribution taxes recognized in equity pick-up | (55,127) | (102,479) | |
Deferred income and social contribution taxes recognized in other comprehensive income | 62,709 | 71,454 | |
Other | 3,110 | 17,748 | |
Ending balance | 843,183 | 1,096,819 |
12.2. Estimated time of realization
Deferred tax arising from temporary differences will be realized as these differences are settled. The period of the settlement or realization of such differences is uncertain and is tied to several factors that are not under control of the Management.
When assessing the likelihood of the realization of deferred tax assets on income tax loss carryforward and negative calculation basis of social contribution tax, Management considers the Company’s budget, strategic plan and projected taxable income. Based on this estimate, Management believes that it is more likely than not that the deferred tax will be realized, as set forth below:
Parent company | Consolidated | ||
2018 | - | 20,014 | |
2019 | 40,025 | 60,039 | |
2020 | 85,696 | 125,723 | |
2021 | 86,833 | 126,860 | |
2022 | 107,125 | 167,087 | |
2023 to 2025 | 612,719 | 832,538 | |
2026 onwards | 490,688 | 491,100 | |
1,423,086 | 1,823,361 |
96
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
12.3. Income and social contribution taxes reconciliation
Parent company | Consolidated | ||||||||||||||
July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | ||||||||
Loss before income and social contribution taxes | (827,493) | (2,300,340) | 239,545 | (657,214) | (594,743) | (2,203,423) | 207,906 | (722,230) | |||||||
Nominal tax rate | 34% | 34% | 34% | 34% | 34% | 34% | 34% | 34% | |||||||
Credit (expense) at nominal rate | 281,348 | 782,116 | (81,445) | 223,453 | 202,213 | 749,164 | (70,688) | 245,558 | |||||||
Reconciling itens | |||||||||||||||
Equity interest in income of subsidiaries, associates and joint venture | 20,553 | 112,823 | (77,485) | (174,107) | 49,036 | 105,232 | 1,041 | 5,697 | |||||||
Exchange rate variation on foreign investments | 36,039 | 155,696 | (9,659) | 70,331 | 18,942 | 157,371 | (28,894) | 35,950 | |||||||
Difference of tax rates on results of foreign subsidiaries | - | - | - | - | 184,369 | 331,584 | (39,731) | (154,497) | |||||||
Deferred tax assets not recognized (1) | (446,249) | (1,246,510) | - | - | (795,061) | (1,595,322) | - | - | |||||||
Stock options | (1,941) | (3,347) | (2,662) | (4,361) | (1,941) | (3,347) | (2,662) | (4,361) | |||||||
Investment grant | 11,708 | 39,979 | 10,480 | 33,727 | 11,708 | 39,979 | 10,480 | 33,727 | |||||||
Special Regime for the Reintegration of Tax Values for Exporting Companies (Reintegra) | (305) | 1,936 | 1,718 | 5,000 | (316) | 2,273 | 2,024 | 6,518 | |||||||
Estimated annual effective tax rate - CPC 21 | 129,983 | 118,402 | 14,505 | 156,826 | 129,983 | 118,402 | 23,360 | 215,553 | |||||||
Other permanent differences | (2,624) | (12,557) | 35,002 | 27,599 | (16,643) | (42,820) | 34,751 | 23,626 | |||||||
28,512 | (51,462) | (109,546) | 338,468 | (217,710) | (137,484) | (70,319) | 407,771 | ||||||||
Current income tax | - | - | 41,461 | 25,410 | 44,358 | (33,517) | 52,207 | (11,705) | |||||||
Deferred income tax | 28,512 | (51,462) | (151,007) | 313,058 | (262,068) | (103,967) | (122,526) | 419,476 |
(1) Amount related to tax losses carry forward and negative basis of social contribution tax in the amount of R$3,666,205 in the parent company and R$4,692,123 in the consolidated generated in the period of nine-month ended September 30, 2018, for which no deferred tax assets were recognized.
The taxable income, current and deferred income tax from foreign subsidiaries is set forth below:
Consolidated | |||||||
July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | ||||
Taxable income from foreign subsidiaries, before taxes | 500,826 | 1,328,761 | (210,101) | (443,068) | |||
Current income tax credit from foreign subsidiaries | 44,343 | (33,439) | (3,491) | (31,521) | |||
Deferred income tax from foreign subsidiaries | 12,958 | (8,356) | 43,126 | 107,422 |
Company determined that the earnings recorded by the holdings of its wholly-owned subsidiaries located abroad will not be redistributed.
Such resources will be used for investments in the subsidiaries, and thus no deferred income tax was recognized. The total of undistributed earnings corresponds to R$3,714,070 as of September 30, 2018 (R$3,182,430 as of December 31, 2017).
Brazilian income taxes are subject to review for a five-year period, during which the tax authorities might audit and assess the Company for additional taxes and penalties. Subsidiaries located abroad are taxed in their respective jurisdictions, according to local regulations.
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
13. JUDICIAL DEPOSITS
The rollforward of the judicial deposits is set forth below:
Parent company | |||||||
Tax | Labor | Civil, commercial and other | Total | ||||
|
|
|
|
|
| 09.30.18 | |
Beginning balance | 292,517 | 348,248 | 35,967 | 676,732 | |||
Additions | 15,379 | 120,753 | 2,079 | 138,211 | |||
Reversals | (2,429) | (39,099) | (2,526) | (44,054) | |||
Write-offs | (859) | (103,985) | (5,674) | (110,518) | |||
Price index update | 11,655 | 11,426 | 1,165 | 24,246 | |||
Ending balance | 316,263 | 337,343 | 31,011 | 684,617 | |||
Consolidated | |||||||
Tax | Labor | Civil, commercial and other | Total | ||||
|
|
|
|
|
| 09.30.18 | |
Beginning balance | 292,543 | 360,033 | 36,364 | 688,940 | |||
Additions | 17,733 | 133,513 | 2,267 | 153,513 | |||
Reversals | (4,266) | (39,580) | (2,925) | (46,771) | |||
Write-offs | (859) | (104,513) | (5,674) | (111,046) | |||
Price index update | 11,667 | 11,611 | 1,171 | 24,449 | |||
Exchange rate variation | (49) | (5,189) | - | (5,238) | |||
Ending balance | 316,769 | 355,875 | 31,203 | 703,847 |
14. RESTRICTED CASH
Average interest rate (p.a.) | Parent company | Consolidated | |||||||||||
Maturity (1) | Currency | 09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||||||
Bank deposit certificates (2) | 1.80 | R$ | 6.70% | 596,102 | 326,385 | 596,102 | 326,385 | ||||||
National treasury certificates (3) | 1.43 | R$ | 18.94% | 222,881 | 190,213 | 222,881 | 190,213 | ||||||
Bank deposit (4) | - | US$ | - | - | - | 21,510 | 19,026 | ||||||
Time Deposit (5) | 1.72 | US$ | 3.88% | 35,158 | - | 35,158 | - | ||||||
854,141 | 516,598 | 875,651 | 535,624 | ||||||||||
Current | 351,542 | 108,795 | 373,052 | 127,821 | |||||||||
Non-current | 502,599 | 407,803 | 502,599 | 407,803 |
(1) Weighted average maturity in years.
(2) The deposit was pledged as collateral in the disposal of the dairy segment to Groupe Lactalis (“Parmalat”) with maturity in 2021 and by the transaction of total return swap, with maturity in 2019 (note 4.4.ii.d).
(3) The national treasury certificates, which mature in 2020, are pledged as collateral for the loan obtained through the Special Program Asset Restructuring (“PESA”) (note 18).
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
(4) Deposit linked to operations in the international market.
(5) Time Deposit linked to operations of Credit Export Notes (NCE).
15. INVESTMENTS
15.1. Investments breakdown
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Investment in associates and affiliates | 6,749,168 | 4,797,461 | 67,386 | 54,088 | |||
Goodwill Quickfood | 418,310 | 162,183 | - | - | |||
Goodwill SATS BRF | - | - | 7,266 | 6,139 | |||
7,167,478 | 4,959,644 | 74,652 | 60,227 | ||||
Other investments | 1,107 | 1,108 | 8,901 | 7,968 | |||
7,168,585 | 4,960,752 | 83,553 | 68,195 |
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
15.2. Rollforward of the interest in subsidiaries and affiliates – Parent Company
| Subsidiaries | Affiliates | |||||||||||||||||||||||||||||||||
BRF Energia S.A. | BRF GmbH | Establec. Levino Zaccardi | BRF Pet S.A. | BRF Luxembourg SARL | PSA Labor. Veter. Ltda | Quickfood S.A. | Sadia Alimentos S.A. | Sadia International Ltd. | Sadia Uruguay S.A. | Sadia Overseas S.A. | SHB Com. Ind. De Alimentos S.A. | VIP S.A. Empr. e Particip. Imob | PP-BIO | PR-SAD | UP! Alimentos Ltda | Total | |||||||||||||||||||
09.30.18 | 12.31.17 | ||||||||||||||||||||||||||||||||||
a) Capital share as of September 30, 2018 | |||||||||||||||||||||||||||||||||||
% of share | 100.00% | 100.00% | 99.94% | 100.00% | 100.00% | 99.99% | 91.21% | 43.10% | 100.00% | 94.90% | 2.00% | 100.00% | 100.00% | 33.33% | 0.00% | 50.00% | |||||||||||||||||||
Total number of shares and membership interests | 6,963,854 | 1 | 100 | 27,664,086 | 100 | 5,463,850 | 36,469,606 | 594,576,682 | 900,000 | 2,444,753,091 | 50,000 | 1,479,049,565 | 14,249,459 | - | - | 1,000 | |||||||||||||||||||
Number of shares and membership interest held | 6,963,854 | 1 | 100 | 27,664,086 | 100 | 5,463,849 | 33,264,887 | 256,253,695 | 900,000 | 2,319,989,778 | 1,000 | 1,479,049,565 | 14,249,459 | - | - | 500 | |||||||||||||||||||
- | |||||||||||||||||||||||||||||||||||
b) Information as of September 30, 2018 | |||||||||||||||||||||||||||||||||||
Capital stock | 5,972 | 6,523 | 1,420 | 27,664 | 42,783 | 5,564 | 50,601 | 338,054 | 2,933 | 497,012 | 165 | 1,479,050 | 50 | - | - | 1 | |||||||||||||||||||
Shareholders' equity | 134 | 5,535,773 | 14 | 28,451 | (11,803) | 5,708 | (95,012) | (2,997) | 233,626 | 5,594 | 1,435 | 407,079 | 2,335 | - | - | 12,672 | |||||||||||||||||||
Fair value of assets and liabilities acquired | - | - | - | - | - | - | 35,062 | - | - | - | - | - | - | - | - | - | |||||||||||||||||||
Goodwill | - | - | - | - | - | - | 383,248 | - | - | - | - | - | - | - | - | - | |||||||||||||||||||
Income (loss) for the period | 48 | 536,929 | (14) | (2,109) | 819,794 | 147 | (10,950) | (91,024) | (12,401) | (190,954) | 11 | (293,565) | 93 | - | - | 22,115 | |||||||||||||||||||
c) Balance of investments as of September 30, 2018 | |||||||||||||||||||||||||||||||||||
Beginning balance | 1,290 | 4,454,751 | 42 | 30,561 | - | 5,559 | 169,710 | 17,260 | 205,190 | 65,466 | 24 | - | 2,240 | 2,242 | 5,308 | 1 | 4,959,644 | 5,032,717 | |||||||||||||||||
Adjustment of previous years (adoption of IFRS 9) | - | (5,289) | - | - | 1,468 | - | (3,464) | (348) | (104) | (1,925) | - | - | - | - | - | (9,662) | - | ||||||||||||||||||
Equity pick-up | 48 | 536,929 | (14) | (2,109) | 819,794 | 147 | (9,987) | (39,230) | (12,401) | (181,209) | - | (293,565) | 93 | - | - | 11,058 | 829,554 | (835,903) | |||||||||||||||||
Restatement by Hyperinflation | - | 227,715 | - | - | - | - | 401,409 | 25,744 | 4,945 | 91,957 | - | - | - | - | - | 751,770 | - | ||||||||||||||||||
Unrealized profit in inventory | - | - | - | 64 | - | - | 85 | - | - | (251) | - | - | - | - | - | - | (102) | (367) | |||||||||||||||||
Exchange rate variation on goodwill | - | - | - | - | - | - | (70,407) | - | - | - | - | - | - | - | - | - | (70,407) | (28,093) | |||||||||||||||||
Amortization of fair value of assets and liabilities acquired | - | - | - | - | - | - | (2,147) | - | - | - | - | - | - | - | - | - | (2,147) | (3,838) | |||||||||||||||||
Advance for future capital increase | - | - | - | - | - | - | 133,043 | - | - | - | - | - | - | - | - | - | 133,043 | 164,598 | |||||||||||||||||
Exchange rate variation on foreign investments | - | 414,004 | - | - | (116) | - | - | - | 44,064 | - | (21) | - | - | - | - | - | 457,931 | 342,812 | |||||||||||||||||
Other comprehensive income | - | 135,383 | (13) | - | (457,586) | - | (29,615) | (1,799) | (3,125) | (2,541) | 26 | (2,124) | - | - | - | - | (361,394) | (39,268) | |||||||||||||||||
Capital increase | - | - | - | - | - | - | - | 22,825 | - | 125,751 | - | 1,437,023 | - | 204 | 527 | - | 1,586,330 | 96,593 | |||||||||||||||||
Reversal of provision for losses on investments | - | - | - | - | (318,931) | - | - | - | - | - | - | - | - | - | - | - | (318,931) | (105,857) | |||||||||||||||||
Dividends and interests on shareholders' equity | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (4,723) | (4,723) | (31,152) | |||||||||||||||||
Premium paid in the acquisition of non-controlling entities | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 6,884 | |||||||||||||||||
Adjustments on put option over non-controlling interest | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 41,587 | |||||||||||||||||
Sale of equity stake | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (5,835) | - | (5,835) | - | |||||||||||||||||
Gain or loss on equity stake changes | - | - | - | - | (56,432) | - | - | - | - | - | - | (734,256) | - | - | - | - | (790,688) | - | |||||||||||||||||
Provision for losses on investments | - | - | - | - | 11,803 | - | - | 1,292 | - | - | - | - | - | - | - | - | 13,095 | 318,931 | |||||||||||||||||
1,338 | 5,763,493 | 15 | 28,516 | - | 5,706 | 588,627 | 25,744 | 238,569 | 97,248 | 29 | 407,078 | 2,333 | 2,446 | - | 6,336 | 7,167,478 | 4,959,644 |
The exchange rate variation result on the investments in foreign subsidiaries, whose functional currency is Brazilian Reis, for the period of nine-month ended in September 30, 2018 totaled R$475,688, (gain of R$107,454 in the same period of the previous year) and for the period of three-month ended in September 30, 2018 a gain of R$57,997 (gain of R$86,722 in the same period of the previous year), was recognized as financial result in the consolidated statement of income.
On September 30, 2018, these associates, affiliates and joint ventures do not have any restriction to transfer dividends or repay their loans or advances to the Company.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
16. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment rollforward is set forth below:
Parent company | |||||||||||
Weighted average depreciation rate (p.a.) | 12.31.17 | Additions | Disposals | Transfers (1) | 09.30.18 | ||||||
Cost | |||||||||||
Land | - | 490,073 | 55 | (3,341) | (26,543) | 460,244 | |||||
Buildings and improvements | - | 4,734,021 | 317 | (10,037) | 1,736,523 | 6,460,824 | |||||
Machinery and equipment | - | 6,620,016 | 51,365 | (112,584) | 356,022 | 6,914,819 | |||||
Facilities | - | 1,840,046 | 665 | (14,345) | (1,824,854) | 1,512 | |||||
Furniture and fixtures | - | 108,423 | 6 | (1,909) | 2,268 | 108,788 | |||||
Vehicles | - | 13,168 | - | (116) | (6,501) | 6,551 | |||||
Construction in progress | - | 357,197 | 335,644 | - | (390,484) | 302,357 | |||||
Advances to suppliers | - | 257 | 1,012 | - | (1,261) | 8 | |||||
14,163,201 | 389,064 | (142,332) | (154,830) | 14,255,103 | |||||||
Depreciation | |||||||||||
Buildings and improvements | 3.01% | (1,515,130) | (104,719) | 811 | (6,868) | (1,625,906) | |||||
Machinery and equipment | 5.93% | (2,791,283) | (304,477) | 86,017 | 6,983 | (3,002,760) | |||||
Facilities | 2.13% | (612,992) | (56,589) | 9,615 | 7,860 | (652,106) | |||||
Furniture | 7.96% | (48,385) | (5,457) | 1,576 | 110 | (52,156) | |||||
Vehicles | 28.11% | (5,919) | (474) | 110 | 29 | (6,254) | |||||
(4,973,709) | (471,716) | 98,129 | 8,114 | (5,339,182) | |||||||
9,189,492 | (82,652) | (44,203) | (146,716) | 8,915,921 |
(1) Refers to the transfer of R$89,993 to intangible assets, R$33,742 to held for sale and R$22,981 to biological assets.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Weighted average depreciation rate (p.a.) | 12.31.17 | Additions | Disposals | Transfers (1) | Exchange rate variation | Functional currency | Exchange rate variation | Restatement by Hyperinflation (2) | 09.30.18 | ||||||||||
Cost | |||||||||||||||||||
Land | - | 706,218 | 85 | (3,341) | (47,944) | (20,588) | - | (20,588) | 18,448 | 652,878 | |||||||||
Buildings and improvements | - | 6,102,831 | 3,094 | (13,628) | 1,746,548 | 11,178 | 14,550 | (3,372) | 159,359 | 8,009,382 | |||||||||
Machinery and equipment | - | 8,881,223 | 76,095 | (132,937) | 351,635 | (83,764) | 8,779 | (92,543) | 308,132 | 9,400,384 | |||||||||
Facilities | - | 2,175,032 | 727 | (15,269) | (1,795,768) | 12,906 | 6,527 | 6,379 | 549 | 378,177 | |||||||||
Furniture and fixtures | - | 171,482 | 2,880 | (3,683) | 3,525 | 2,801 | 272 | 2,529 | 8,177 | 185,182 | |||||||||
Vehicles | - | 28,508 | 59 | (729) | (9,669) | 3,319 | 2 | 3,317 | 2,428 | 23,916 | |||||||||
Construction in progress | - | 453,946 | 438,402 | - | (475,987) | (33,320) | (5,574) | (27,746) | 12,409 | 395,450 | |||||||||
Advances to suppliers | - | 13,643 | 466 | - | (1,596) | 1,170 | 62 | 1,108 | - | 13,683 | |||||||||
18,532,883 | 521,808 | (169,587) | (229,256) | (106,298) | 24,618 | (130,916) | 509,502 | 19,059,052 | |||||||||||
Depreciation | |||||||||||||||||||
Buildings and improvements | 3.01% | (1,872,565) | (141,197) | 2,060 | (6,825) | (19,516) | (1,780) | (17,736) | (55,921) | (2,093,964) | |||||||||
Machinery and equipment | 5.92% | (3,656,477) | (424,315) | 100,577 | 10,163 | (11,401) | (2,615) | (8,786) | (153,258) | (4,134,711) | |||||||||
Facilities | 4.15% | (724,477) | (70,505) | 10,466 | 8,596 | 1,599 | (1,363) | 2,962 | (162) | (774,483) | |||||||||
Furniture | 8.04% | (77,745) | (9,872) | 2,286 | 1,996 | (1,379) | (116) | (1,263) | (6,327) | (91,041) | |||||||||
Vehicles | 19.90% | (11,036) | (1,519) | 469 | (2,880) | 949 | (2) | 951 | (2,301) | (16,318) | |||||||||
(6,342,300) | (647,408) | 115,858 | 11,050 | (29,748) | (5,876) | (23,872) | (217,969) | (7,110,517) | |||||||||||
12,190,583 | (125,600) | (53,729) | (218,206) | (136,046) | 18,742 | (154,788) | 291,533 | 11,948,535 |
(1) Refers to the transfer of R$113,592 to intangible assets, R$76,382 to held for sale and R$28,232 to biological assets.
(2) Refers to the price index update as disclosed in note 3.3.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The Company has fully depreciated items that are still operating, which are set forth below:
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Cost | |||||||
Buildings and improvements | 132,664 | 119,772 | 153,748 | 138,171 | |||
Machinery and equipment | 592,626 | 603,457 | 683,937 | 699,989 | |||
Facilities | 71,918 | 65,837 | 79,448 | 74,048 | |||
Furniture and fixtures | 17,422 | 15,007 | 26,339 | 22,724 | |||
Vehicles | 3,946 | 4,059 | 5,227 | 5,262 | |||
818,576 | 808,132 | 948,699 | 940,194 |
During the nine-month period ended September 30, 2018, the Company capitalized interest in the amount of R$12,652 in the parent company and R$21,533 in the consolidated (R$26,066 in the parent company and R$27,737 in the consolidated in the consolidated same period of the previous year) and during the three-month period ended September 30, 2018 were R$4,171 in the parent company and R$7,503 in the consolidated (R$6,360 in the parent company and R$6,709 in the consolidated same period of the previous year).
The weighted average interest rate utilized to determine the capitalized amount was 6.63% p.a. in the parent company and 17.77% p.a. in the consolidated, which is mainly impacted by transactions in the Southern Cone (7.73% p.a. in the parent company and 6,55%p.a. in the consolidated as of September 30, 2017).
On September 30, 2018, except for the built to suit agreement mentioned in note 22.2, the Company had no commitments assumed related to acquisition or construction of property, plant and equipment items.
The property, plant and equipment items that are pledged as collateral for transactions of different natures are set forth below:
Parent company | Consolidated | |||||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | |||||||
Type of collateral | Book value of the collateral | Book value of the collateral | Book value of the collateral | Book value of the collateral | ||||||
Land | Financial/Tax | 220,553 | 238,837 | 239,039 | 329,969 | |||||
Buildings and improvements | Financial/Tax | 1,225,190 | 1,184,999 | 1,231,452 | 1,290,431 | |||||
Machinery and equipment | Financial/Labor/Tax/Civil | 1,926,262 | 2,072,362 | 1,926,562 | 2,318,729 | |||||
Facilities | Financial/Tax | 575,211 | 540,561 | 575,530 | 540,891 | |||||
Furniture and fixtures | Financial/Tax | 19,369 | 20,940 | 19,371 | 21,930 | |||||
Vehicles | Financial/Tax | 609 | 851 | 609 | 1,469 | |||||
Other | Financial/Tax | - | - | - | 429 | |||||
3,967,194 | 4,058,550 | 3,992,563 | 4,503,848 |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
17. INTANGIBLE ASSETS
The intangible assets rollforward is set forth below:
| Parent company | ||||||||||
Weighted average amortization rate (p.a.) | 12.31.17 | Additions | Disposals | Transfers | 09.30.18 | ||||||
Cost | |||||||||||
Non-compete agreement | - | 29,876 | 28,468 | - | - | 58,344 | |||||
Goodwill | - | 1,542,929 | - | - | - | 1,542,929 | |||||
Ava | - | 49,368 | - | - | - | 49,368 | |||||
Eleva Alimentos | - | 503,558 | - | - | - | 503,558 | |||||
Incubatório Paraíso | - | 656 | - | - | - | 656 | |||||
Paraíso Agroindustrial | - | 16,751 | - | - | - | 16,751 | |||||
Perdigão Mato Grosso | - | 7,636 | - | - | - | 7,636 | |||||
Sadia | - | 964,960 | - | - | - | 964,960 | |||||
Outgrowers relationship | - | 15,022 | - | - | - | 15,022 | |||||
Trademarks | - | 1,173,000 | - | - | - | 1,173,000 | |||||
Patents | - | 6,100 | - | - | (130) | 5,970 | |||||
Software | - | 453,289 | - | (119,590) | 90,051 | 423,750 | |||||
3,220,216 | 28,468 | (119,590) | 89,921 | 3,219,015 | |||||||
Amortization | |||||||||||
Non-compete agreement | 41.40% | (14,915) | (14,374) | - | - | (29,289) | |||||
Outgrowers relationship | 13.15% | (9,588) | (1,472) | - | - | (11,060) | |||||
Patents | 20.00% | (4,228) | (662) | - | - | (4,890) | |||||
Software | 28.85% | (252,169) | (86,340) | 119,582 | (54) | (218,981) | |||||
(280,900) | (102,848) | 119,582 | (54) | (264,220) | |||||||
2,939,316 | (74,380) | (8) | 89,867 | 2,954,795 |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
| Consolidated | ||||||||||||||
Weighted average amortization rate (p.a.) | 12.31.17 | Additions | Disposals | Transfers | Exchange rate variation | Restatement by Hyperinflation (1) | 09.30.18 | ||||||||
Cost | |||||||||||||||
Non-compete agreement | - | 62,043 | 28,468 | - | - | 506 | 7,117 | 98,134 | |||||||
Goodwill | - | 4,192,228 | - | - | - | 165,898 | 259,254 | 4,617,380 | |||||||
AKF | - | 131,494 | - | - | - | 27,497 | - | 158,991 | |||||||
Alimentos Calchaquí | - | 157,908 | - | - | - | (69,201) | 71,052 | 159,759 | |||||||
Ava | - | 49,368 | - | - | - | - | - | 49,368 | |||||||
Avex | - | 16,026 | - | - | - | (7,024) | 17,038 | 26,040 | |||||||
Banvit Bandirma Vitaminli | - | 193,750 | - | - | - | (46,624) | - | 147,126 | |||||||
BRF AFC | - | 131,922 | - | - | - | 27,014 | - | 158,936 | |||||||
BRF Holland B.V. | - | 25,979 | - | - | - | 4,485 | - | 30,464 | |||||||
BRF Invicta | - | 131,926 | - | - | - | 22,285 | - | 154,211 | |||||||
Dánica | - | 4,079 | - | - | - | (1,788) | 4,623 | 6,914 | |||||||
Eclipse Holding Cooperatief | - | 1,315 | - | - | - | (576) | - | 739 | |||||||
Eleva Alimentos | - | 808,140 | - | - | - | - | - | 808,140 | |||||||
Federal Foods LLC | - | 63,843 | - | - | - | 13,441 | - | 77,284 | |||||||
Federal Foods Qatar L.L.C | - | 313,189 | - | - | - | 65,719 | - | 378,908 | |||||||
GFS Group | - | 771,604 | - | - | - | 163,857 | - | 935,461 | |||||||
GQFE - Golden Quality Foods Europe | - | 2,779 | - | - | - | 480 | - | 3,259 | |||||||
Incubatório Paraíso | - | 656 | - | - | - | - | - | 656 | |||||||
Invicta Food Group | - | 715 | - | - | - | 121 | - | 836 | |||||||
Paraíso Agroindustrial | - | 16,751 | - | - | - | - | - | 16,751 | |||||||
Perdigão Mato Grosso | - | 7,636 | - | - | - | - | - | 7,636 | |||||||
Quickfood | - | 97,133 | - | - | - | (42,568) | 166,541 | 221,106 | |||||||
Sadia | - | 1,214,036 | - | - | - | - | - | 1,214,036 | |||||||
Universal Meats Ltd. | - | 51,979 | - | - | - | 8,780 | - | 60,759 | |||||||
Import quotas | - | 111,731 | - | - | - | 18,872 | - | 130,603 | |||||||
Outgrowers relationship | - | 15,022 | - | - | - | - | - | 15,022 | |||||||
Trademarks | - | 1,649,910 | - | - | - | (163,102) | 78,336 | 1,565,144 | |||||||
Patents | - | 6,867 | - | - | (68) | (199) | 120,079 | 126,679 | |||||||
Customer relationship | - | 1,220,801 | - | - | - | 19,598 | 124,463 | 1,364,862 | |||||||
Supplier relationship | - | 2,049 | - | - | - | 452 | - | 2,501 | |||||||
Software | - | 516,308 | 1,378 | (120,494) | 113,339 | (220) | 21,781 | 532,092 | |||||||
7,776,959 | 29,846 | (120,494) | 113,271 | 41,805 | 611,030 | 8,452,417 | |||||||||
Amortization | |||||||||||||||
Non-compete agreement | 29.01% | (23,501) | (19,258) | - | - | 822 | (4,193) | (46,130) | |||||||
Import quotas | 89.93% | (93,139) | (13,389) | - | - | (17,605) | - | (124,133) | |||||||
Outgrowers relationship | 13.15% | (9,590) | (1,472) | - | - | 2 | - | (11,060) | |||||||
Patents | 20.00% | (4,886) | (673) | - | - | 207 | (408) | (5,760) | |||||||
Customer relationship | 8.12% | (154,530) | (75,100) | - | - | (15,602) | (43,178) | (288,410) | |||||||
Supplier relationship | 5.00% | (102) | (85) | - | - | (30) | - | (217) | |||||||
Software | 26.84% | (293,575) | (95,735) | 120,493 | 253 | 2,743 | (21,060) | (286,881) | |||||||
(579,323) | (205,712) | 120,493 | 253 | (29,463) | (68,839) | (762,591) | |||||||||
7,197,636 | (175,866) | (1) | 113,524 | 12,342 | 542,191 | 7,689,826 |
(1) Refers to the price index update as disclosed in note 3.3.
During the nine-month period ending September 30, 2018, Management has observed certain internal and external factors, such as, current margins, loss in the period, deterioration of the economic scenario in Argentina and ban of the European market, which could impact on the recoverability of its investments in Argentina and Europe.The Company is consistently monitoring the impacts of such events on its businesses and had conducted an impairment test for the impacted cash generating units, on its Southern Cone and International, which includes the affected regions described, as detailed below. The impairment test was conducted in accordance with the CVM DeliberationNº 639/10.
The impairment test considered the value in use and the fair value less cost of disposal according to the discount cash flow methodology.
For calculating the value in use, The Company used financial projection aligned to its strategic plan and annual budget, which considers the future cash flows until 2020 for the International CGU and until 2018 for the Southern Cone CGU, perpetuity of 3.84%for the International CGU and 2% for the Southern Cone CGU, based on historical information and market projections of government agencies and associations, such as the International Monetary Fund (IFM), Brazilian Central Bank (BACEN), among others. In the Management’s opinion, the use of a projection period superior to five years for the Southern Cone projections are appropriate since there are several projects ongoing which are expected to finish by the end of 2021. The projection of the following years is necessary to consider the stabilization of the operations, since the Company operates with biological assets, capturing this cycle and perpetuating a stabilized cash flow.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Management adopted the weighted average cost of capital–WACC as the discount rate to the development of discount cash flow.
Based on Management analyses no impairment loss was identified.
In addition to the above mentioned recovery analysis, management prepared a sensitivity analysis considering the variations in the EBIT margin and in the nominal WACC as presented below:
| Variations |
| |||
Apreciation (devaluation) | 1.0% | 0.0% | -1.0% | ||
INTERNATIONAL | |||||
WACC (1) | 10.51% | 9.51% | 8.51% | ||
EBIT MARGIN | 8.98% | 7.98% | 6.98% | ||
SOUTHERN CONE | |||||
WACC (1) | 14.25% | 13.25% | 12.25% | ||
EBIT MARGIN | 7.86% | 6.86% | 5.86% |
(1) WACC in USD.
For the calculation of the fair value less cost of disposal of the Southern Cone CGU, which was determined based on the discount cash flow methodology, which is classified as a level 3 fair value, the Company considered projections until 2018, perpetuity of 1,7% and discount rate (WACC) of 10,01%. management prepared a sensitivity analysis for the assumptions below:
| Variations |
| |||
Apreciation (devaluation) | 1.0% | 0.0% | -1.0% | ||
SOUTHERN CONE | |||||
WACC (1) | 11.01% | 10.01% | 9.01% | ||
EBIT MARGIN | 12.00% | 11.00% | 10.00% |
On both scenarios no impairment for the intangible assets with indefinite useful life was observed.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
18. LOANS AND FINANCING
| Parent company | ||||||||||||||||||||||||||
Charges (p.a.) | Weighted average | WAMT (1) | Current | Non-current | 09.30.18 | Captured | Amortization | Interest paid | Interest accrued | Exchange rate variation | Current | Non-current | 12.31.17 | ||||||||||||||
Local currency | |||||||||||||||||||||||||||
Working capital | 'Fixed rate / 118% of CDI | 14.63% | 3.7 | 1,962,668 | 3,097,755 | 5,060,423 | 3,687,040 | (1,056,156) | (113,023) | 157,344 | - | 1,461,324 | 923,894 | 2,385,218 | |||||||||||||
Certificate of agribusiness receivables | 96.29% of CDI / IPCA + 5.90% | 6.15% | 2.5 | 1,078,825 | 700,271 | 1,779,096 | - | (1,000,000) | (155,917) | 164,373 | - | 1,076,870 | 1,693,770 | 2,770,640 | |||||||||||||
Development bank credit lines | Fixed rate / Selic / TJLP + 1.63% | 6.16% | 1.2 | 257,283 | 82,274 | 339,557 | - | (237,722) | (16,643) | 23,840 | - | 313,311 | 256,771 | 570,082 | |||||||||||||
Bonds | (7.75% on 12.31.17) | (7.75% on 12.31.17) | - | - | - | - | - | (500,000) | (19,375) | 15,573 | - | 503,802 | - | 503,802 | |||||||||||||
Export credit facility | 109.45% of CDI | 9.01% | 3.5 | 74,483 | 1,585,196 | 1,659,679 | 1,621,124 | (1,850,000) | (115,962) | 115,319 | - | 39,198 | 1,850,000 | 1,889,198 | |||||||||||||
Special program asset restructuring | Fixed rate / IGPM + 4.90% | 14.94% | 1.4 | 2,722 | 264,581 | 267,303 | - | - | (7,017) | 24,954 | - | 3,532 | 245,834 | 249,366 | |||||||||||||
Fiscal incentives | 2.40% | 2.40% | 0.5 | 21,826 | - | 21,826 | 44,522 | (26,280) | (283) | 301 | - | 3,566 | - | 3,566 | |||||||||||||
3,397,807 | 5,730,077 | 9,127,884 | 5,352,686 | (4,670,158) | (428,220) | 501,704 | - | 3,401,603 | 4,970,269 | 8,371,872 | |||||||||||||||||
Foreign currency | |||||||||||||||||||||||||||
Bonds | 3.55% | 3.55% | 4.0 | 66,006 | 4,720,281 | 4,786,287 | - | - | (128,759) | 155,934 | 783,691 | 40,111 | 3,935,310 | 3,975,421 | |||||||||||||
Export credit facility | LIBOR + 0.95% | 4.74% | 1.5 | 545,457 | 396,968 | 942,425 | - | (464,550) | (42,379) | 38,773 | 214,709 | 594,039 | 601,833 | 1,195,872 | |||||||||||||
Development bank credit lines | (UMBNDES + 1.73% on 12.31.17) | (6.22% on 12.31.17) | - | - | - | - | - | (3,851) | (192) | 470 | - | 2,614 | 959 | 3,573 | |||||||||||||
611,463 | 5,117,249 |
| 5,728,712 | - | (468,401) | (171,330) | 195,177 | 998,400 | 636,764 | 4,538,102 | 5,174,866 | ||||||||||||||||
4,009,270 | 10,847,326 | 14,856,596 | 5,352,686 | (5,138,559) | (599,550) | 696,881 | 998,400 | 4,038,367 | 9,508,371 | 13,546,738 |
(1) Weighted average maturity in years.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | |||||||||||||||||||||||||||
Charges (p.a.) | Weighted average | WAMT (1) | Current | Non-current | 09.30.18 | Captured | Amortization | Interest paid | Interest accrued | Exchange rate variation | Current | Non-current | 12.31.17 | ||||||||||||||
Local currency | |||||||||||||||||||||||||||
Working capital | 'Fixed rate / 118% of CDI | 7.28% | 1.7 | 2,017,263 | 3,097,755 | 5,115,018 | 3,740,200 | (1,217,751) | (125,914) | 163,120 | - | 1,631,469 | 923,894 | 2,555,363 | |||||||||||||
Certificate of agribusiness receivables | 96.29% of CDI / IPCA + 5,90% | 6.15% | 2.5 | 1,100,471 | 1,480,271 | 2,580,742 | - | (1,000,000) | (191,317) | 200,407 | - | 1,097,882 | 2,473,770 | 3,571,652 | |||||||||||||
Development bank credit lines | Fixed rate / Selic / TJLP + 1.63% | 6.16% | 1.2 | 257,283 | 82,274 | 339,557 | - | (237,722) | (16,642) | 23,839 | - | 313,311 | 256,771 | 570,082 | |||||||||||||
Bonds | (7.75% on 12.31.17) | (7.75% on 12.31.17) | - | - | - | - | - | (500,000) | (19,375) | 15,573 | - | 503,802 | - | 503,802 | |||||||||||||
Export credit facility | 109.45% of CDI | 9.01% | 3.5 | 74,483 | 1,585,196 | 1,659,679 | 1,621,124 | (1,850,000) | (115,962) | 115,319 | - | 39,198 | 1,850,000 | 1,889,198 | |||||||||||||
Special program asset restructuring | Fixed rate / IGPM + 4.90% | 14.94% | 1.4 | 2,722 | 264,581 | 267,303 | - | - | (7,018) | 24,955 | - | 3,532 | 245,834 | 249,366 | |||||||||||||
Fiscal incentives | 2.40% | 2.40% | 0.5 | 21,826 | - | 21,826 | 44,522 | (26,280) | (283) | 301 | - | 3,566 | - | 3,566 | |||||||||||||
3,474,048 | 6,510,077 | 9,984,125 | 5,405,846 | (4,831,753) | (476,511) | 543,514 | - | 3,592,760 | 5,750,269 | 9,343,029 | |||||||||||||||||
Foreign currency | |||||||||||||||||||||||||||
Bonds | 4.16% | 4.16% | 4.8 | 158,644 | 10,057,442 | 10,216,086 | - | (9,615) | (321,615) | 379,478 | 1,637,917 | 105,080 | 8,424,841 | 8,529,921 | |||||||||||||
Export credit facility | LIBOR + 0.55% | 2.73% | 0.9 | 1,243,632 | 396,968 | 1,640,600 | 8,395 | (876,436) | (62,545) | 54,815 | 365,643 | 953,502 | 1,197,226 | 2,150,728 | |||||||||||||
Development bank credit lines | (UMBNDES + 1.73% on 12.31.17) | (6.22% on 12.31.17) | - | - | - | - | - | (3,851) | (192) | 471 | - | 2,613 | 959 | 3,572 | |||||||||||||
Working capital | 46.84% | 46.84% | 2.1 | 26,539 | 17,775 | 44,314 | 708,955 | (816,029) | (4,705) | 39,948 | (51,743) | 128,156 | 39,732 | 167,888 | |||||||||||||
Working capital | 18.12% (15.95% on 12.31.17) + e.r TRY | 18.12% (15.95% on 12.31.17) + e.r TRY | 0.6 | 133,182 | 33,230 | 166,412 | 114,794 | (148,081) | (12,915) | 27,112 | (63,738) | 249,240 | - | 249,240 | |||||||||||||
1,561,997 | 10,505,415 | 12,067,412 | 832,144 | (1,854,012) | (401,972) | 501,824 | 1,888,079 | 1,438,591 | 9,662,758 | 11,101,349 | |||||||||||||||||
5,036,045 | 17,015,492 | 22,051,537 | 6,237,990 | (6,685,765) | (878,483) | 1,045,338 | 1,888,079 | 5,031,351 | 15,413,027 | 20,444,378 |
(1) Weighted average maturity in years.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The main characteristics of loan and financing agreements entered into by the Company were disclosed in note 19 of financial statements for the year ended December 31, 2017.
On September 30, 2018, the Company did not have financial covenants clauses related to its loan agreements.
18.1. Export credit facilities
Denominated in Reais with semi-annual payments of interest and payment installments of principal or total amortization maturity and with a maturing 2023. The resources from those lines are utilized to finance export activities and Company´s working capital.
18.2. Loans and financing maturity schedule
The maturity schedule of the loans and financing balances is as follows:
Parent company | Consolidated | ||
09.30.18 | 09.30.18 | ||
2018 | 340,108 | 438,899 | |
2019 | 3,904,303 | 4,847,398 | |
2020 | 1,297,420 | 2,484,040 | |
2021 | 2,724,151 | 2,748,446 | |
2022 | 3,198,230 | 3,206,974 | |
2023 onwards | 3,392,384 | 8,325,780 | |
14,856,596 | 22,051,537 |
18.3. Guarantees
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Total of loans and financing | 14,856,596 | 13,546,738 | 22,051,537 | 20,444,378 | |||
Mortgage guarantees | 361,384 | 577,218 | 361,383 | 577,218 | |||
Related to FINEM-BNDES | 279,371 | 462,842 | 279,371 | 462,842 | |||
Related to tax incentives and other | 82,013 | 114,376 | 82,012 | 114,376 |
The Company is the guarantor of a loan obtained by Instituto Sadia de Sustentabilidade from the BNDES. The loan was obtained with the purpose of allowing the implementation of biodigesters in the farms of the outgrowers which take part in the Company´s integration system, targeting the reduction of the emission of Greenhouse Gases. The value of these guarantees on September 30, 2018 totaled R$8,800 (R$17,306 as of December 31, 2017) (see note 28.1).
The Company is the guarantor of loans related to a special program, which aimed thelocal development of outgrowers in the central region of Brazil. The proceeds of such loans are utilized by the outgrowers to improve farm conditions and will be paid by them in 10 years, taking as collateral the land and equipment acquired by the outgrowers through this program. The guarantee as of September 30, 2018 totaled R$46,142 (R$87,062 as of December 31, 2017).
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
On September 30, 2018, the Company contracted bank guarantees in the amount of R$720,172 (R$1,477,817 as of December 31, 2017) offered mainly in litigations involving the Company´s use of tax credits. These guarantees have an average cost of 1.39% p.a. (1.09% p.a. as of December 31, 2017).
18.4. Commitments
In the normal course of the business, the Company enters into agreements with third parties which are mainly related to the purchase of raw materials, such as corn and soymeal, where the agreed prices can be fixed or to be fixed. The Company enters into other agreements, such as electricity, packaging supplies and manufacturing activities. The amounts of the agreements at the date of these financial statements are set forth below:
Parent company | Consolidated | |||
09.30.18 | 09.30.18 | |||
2018 | 2,356,481 | 2,938,352 | ||
2019 | 1,920,088 | 2,361,971 | ||
2020 | 377,231 | 473,553 | ||
2021 | 278,080 | 294,754 | ||
2022 | 179,810 | 183,977 | ||
2023 onwards | 528,544 | 549,371 | ||
5,640,234 | 6,801,978 |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
19. TRADE ACCOUNTS PAYABLE
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Domestic suppliers | |||||||
Third parties | 4,227,835 | 4,214,285 | 4,775,482 | 4,647,729 | |||
Related parties | 157,900 | 53,064 | 12,102 | 16,592 | |||
4,385,735 | 4,267,349 | 4,787,584 | 4,664,321 | ||||
Foreign suppliers | |||||||
Third parties | 414,233 | 605,078 | 1,549,620 | 2,030,710 | |||
Related parties | 193 | 3,375 | - | - | |||
414,426 | 608,453 | 1,549,620 | 2,030,710 | ||||
(-) Adjustment to present value | (41,692) | (44,577) | (49,065) | (52,774) | |||
4,758,469 | 4,831,225 | 6,288,139 | 6,642,257 | ||||
Current | 4,572,754 | 4,635,382 | 6,099,695 | 6,445,486 | |||
Non-current | 185,715 | 195,843 | 188,444 | 196,771 |
For the nine-month period ended September 30, 2018, the days payable outstanding is 91 days (97 days on December 31, 2017).
On the suppliers balance as of September 30, 2018, R$1,444,454 in the parent company and R$1,633,110 in the consolidated (R$1,596,448 in the parent company and R$1,787,714 in the consolidated as of December 31, 2017) corresponds to the supply chain finance transactions on which there were no changes in the payment terms and prices negotiated with the suppliers.
The information on accounts payable involving related parties is set forth in note 28. The trade accounts payable to related parties refer to transactions with associates UP! in domestic market.
20. SUPPLY CHAIN FINANCE
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Supply chain finance - Domestic suppliers | 611,859 | 476,698 | 691,603 | 518,417 | |||
Supply chain finance - Foreign suppliers | 208,903 | 172,216 | 208,903 | 196,772 | |||
820,762 | 648,914 | 900,506 | 715,189 |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The Company has partnerships with several financial institutions that allow the suppliers to anticipate their receivables. The suppliers have the freedom to choose whether to anticipate or not and, if positive, with which institution. The anticipation allows the suppliers to better manage their cash flow needs. This flexibility allows the Company to intensify its commercial relations with the network of suppliers by potentially leveraging benefits such as preference for supply in case of restricted supply, better price conditions and / or more flexible payment terms, among others.
The Company has not identified a material change in the existing commercial conditions with its suppliers.
As such, these transactions are set forth in the operating cash flows.
On September 30, 2018, the discount rates applied to the supply chain finance transactions agreed between our suppliers and the financial institutions in the internal market were set between 0.56% to 0.76% p.m. (0.57% to 0.84% p.m. on December 31, 2017).
On September 30, 2018, the discount rates applied to the supply chain finance transactions agreed between our suppliers and the financial institutions in the external market were set between 0.27% to 0.35% p.a. (0.19% to 0.29% p.m. on December 31, 2017).
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
21. DERIVATIVE FINANCIAL INSTRUMENTS
Parent company | Consolidated | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Derivatives designated as hedge accounting | |||||||
Assets | |||||||
Non-deliverable forward (NDF) | 11,338 | 663 | 11,338 | 1,138 | |||
Currency option contracts | 119,288 | 20,262 | 119,754 | 23,542 | |||
Commodities (corn) non-deliverable forward (NDF) | 37,938 | 783 | 37,938 | 783 | |||
Corn future contracts - B3 | 1 | 24 | 1 | 24 | |||
Corn option contracts - B3 | - | 789 | - | 789 | |||
Commodities (soybean) non-deliverable forward (NDF) | 109 | 1,056 | 109 | 1,056 | |||
Commodities (soybean oil) non-deliverable forward (NDF) | - | 123 | - | 123 | |||
168,674 | 23,700 | 169,140 | 27,455 | ||||
Liabilities | |||||||
Non-deliverable forward of currency (NDF) | (81,427) | (5,846) | (81,427) | (6,769) | |||
Currency option contracts | (274,615) | (22,851) | (294,948) | (25,916) | |||
Commodities (corn) non-deliverable forward (NDF) | (4,095) | (4,593) | (4,095) | (4,593) | |||
Corn future contracts - B3 | (31) | - | (31) | - | |||
Corn option contracts - B3 | - | (554) | - | (554) | |||
Commodities (soybean) non-deliverable forward (NDF) | (9,978) | - | (9,978) | - | |||
Commodities (soybean meal) non-deliverable forward (NDF) | (10,797) | (3,015) | (10,797) | (3,015) | |||
Soybean meal option contracts | (1,915) | (1,488) | (1,915) | (1,488) | |||
Commodities (soybean oil) non-deliverable forward (NDF) | (7,746) | (112) | (7,746) | (112) | |||
Exchange rate contracts currency (Swap) | - | (155,496) | (714) | (166,343) | |||
(390,604) | (193,955) | (411,651) | (208,790) | ||||
Derivatives not designated as hedge accounting | |||||||
Assets | |||||||
Non-deliverable forward of currency (NDF) | 6,548 | 239 | 6,548 | 36,412 | |||
Currency future contracts - B3 | 20,714 | - | 20,714 | - | |||
Currency option contracts | - | - | - | 1,476 | |||
Exchange rate contracts currency (Swap) | 36,553 | 25,193 | 36,553 | 25,193 | |||
63,815 | 25,432 | 63,815 | 63,081 | ||||
Liabilities | |||||||
Non-deliverable forward of currency (NDF) | - | (1,964) | (6,087) | (1,964) | |||
Currency future contracts - B3 | - | (249) | - | (249) | |||
Swap (index / currency / stocks) | - | - | (30,196) | (2,037) | |||
Deliverable forwards contracts | (191,773) | (86,451) | (191,773) | (86,451) | |||
(191,773) | (88,664) | (228,056) | (90,701) | ||||
Current assets | 232,489 | 49,132 | 232,955 | 90,536 | |||
Current liabilities | (582,377) | (282,619) | (639,707) | (299,491) |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The collateral given in the transactions set forth above are disclosed in note 7.
22. LEASES
The Company is lessee in several contracts, which can be classified as operating or finance lease.
22.1. Operating lease
The minimum future payments of non-cancellable operating lease are set forth below:
Parent company | Consolidated | ||
09.30.18 | 09.30.18 | ||
2018 | 253,367 | 279,508 | |
2019 | 309,880 | 320,047 | |
2020 | 56,464 | 59,695 | |
2021 | 39,569 | 40,473 | |
2022 | 34,235 | 34,857 | |
2023 onwards | 96,264 | 97,180 | |
789,779 | 831,760 |
The payments of operating lease agreements recognized as expense in the nine-month ended September 30, 2018 amounted to R$137,784 in the parent company and R$245,968 in the consolidated (R$129,058 in the parent company and R$234,327 in the consolidated in the same period of the previous year) and in the three-month period ended September 30, 2018 amounted R$47,484 in the parent company and R$86,530 in the consolidated (R$44,211 in the parent company and R$78,877 in the consolidated in the same period of last year.
114
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
22.2. Finance lease
The Company enters into finance leases mainly for the acquisitions of machinery, equipment, vehicles, software and buildings, set forth below:
| Parent company | Consolidated | |||||||
Weighted average depreciation rate | 09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | |||||
Cost | |||||||||
Machinery and equipment | 117,868 | 91,923 | 128,265 | 98,138 | |||||
Software | 68,424 | 97,083 | 68,424 | 97,083 | |||||
Vehicles | - | - | 153 | 269 | |||||
Land | - | - | 797 | 1,419 | |||||
Buildings | 214,171 | 216,560 | 215,449 | 218,835 | |||||
Facilities | 14,492 | 14,692 | 14,492 | 14,692 | |||||
414,955 | 420,258 | 427,580 | 430,436 | ||||||
Accumulated depreciation | |||||||||
Machinery and equipment | 35.35% | (60,983) | (42,930) | (65,268) | (45,273) | ||||
Software | 39.85% | (45,519) | (84,578) | (45,519) | (84,578) | ||||
Vehicles | 20.00% | - | - | (118) | (171) | ||||
Buildings | 7.71% | (70,491) | (58,836) | (70,726) | (59,134) | ||||
Facilities | 6.67% | (1,466) | (719) | (1,466) | (719) | ||||
(178,459) | (187,063) | (183,097) | (189,875) | ||||||
236,496 | 233,195 | 244,483 | 240,561 |
(1) The period of depreciation of leased assets corresponds to the lowest of term of the contract and the useful life of the asset, as determined by CVM Deliberation Nº 645/10.
The minimum future payments required for these finance leases are segregated as follows, and were recorded in current and non-current liabilities:
115
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Parent company | |||||
09.30.18 | |||||
Present value of minimum payments | Interest | Minimum future payments | |||
2018 | 28,147 | 4,933 | 33,080 | ||
2019 | 58,920 | 19,124 | 78,044 | ||
2020 | 39,345 | 14,671 | 54,016 | ||
2021 | 21,746 | 8,605 | 30,351 | ||
2022 | 16,208 | 7,404 | 23,612 | ||
2023 onwards | 70,393 | 43,188 | 113,581 | ||
234,759 | 97,925 | 332,684 | |||
Consolidated | |||||
09.30.18 | |||||
Present value of minimum payments | Interest | Minimum future payments | |||
2018 | 29,296 | 5,280 | 34,576 | ||
2019 | 63,050 | 20,294 | 83,344 | ||
2020 | 41,708 | 15,432 | 57,140 | ||
2021 | 22,010 | 8,861 | 30,871 | ||
2022 | 17,222 | 7,916 | 25,138 | ||
2023 onwards | 70,393 | 43,188 | 113,581 | ||
243,679 | 100,971 | 344,650 |
The contract terms for both modalities, with respect to renewal, adjustment and purchase option, are according to market practices. In addition, there are no clauses of contingent payments or restrictions on dividends distribution, payments of interest on shareholders’ equity or obtaining debt.
The Company also has commitments regarding financial leases, related to a built to suit agreement for the construction of facilities which will be built by third parties. The agreements term will be 13 years from the signing date as well as the charge of rent expenses. If the Company defaults on its obligations, it will be subject to fines and/or acceleration of outstanding rent installments falling due, according to the terms of the contract.
The estimated schedule of future payments related to this agreement is set forth below:
116
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Parent company and Consolidated | ||
09.30.18 | ||
2019 | 9,423 | |
2020 | 9,423 | |
2021 | 9,423 | |
2022 | 9,423 | |
2023 onwards | 84,806 | |
122,498 |
23. SHARE-BASED PAYMENT
The rules of the stock options and restricted shares plans granted to executives were disclosed in the financial statements for the year ended December 31, 2017 (note 24) and are unchanged for this period.
The breakdown of the outstanding granted options is set forth as follows:
Date | Quantity | Grant (1) | Strike price (1) | |||||||||||
Grant date | Beggining of exercise period | End of the exercise period | Options granted | Outstanding options | Fair value of the option | Granting date | Updated IPCA | |||||||
Plan I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04.04.14 | 04.03.15 | 04.03.19 | 1,552,564 | 407,556 | 12.56 | 44.48 | 57.69 | |||||||
05.02.14 | 05.01.15 | 05.01.19 | 1,610,450 | 411,151 | 14.11 | 47.98 | 61.82 | |||||||
12.18.14 | 12.17.15 | 12.17.19 | 5,702,714 | 1,637,060 | 14.58 | 63.49 | 79.69 | |||||||
8,865,728 | 2,455,767 | |||||||||||||
Plan II |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04.26.16 | 04.30.17 | 12.30.22 | 8,724,733 | 2,641,650 | 9.21 | 56.00 | 61.04 | |||||||
05.31.16 | 05.31.17 | 12.30.22 | 3,351,220 | 1,688,940 | 10.97 | 46.68 | 50.49 | |||||||
03.30.17 | 03.30.18 | 12.29.23 | 863,528 | 337,259 | 9.45 | 38.43 | 40.30 | |||||||
12,939,481 | 4,667,849 | |||||||||||||
21,805,209 | 7,123,616 |
(1) Amounts expressed in Brazilian Reais
The breakdown of the outstanding granted restricted options is set forth as follows:
117
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Date | Quantity | Grant (1) | ||||||
Grant | Term of acquisition of the right | Shares granted | Outstanding shares | Fair value of the shares | ||||
Restricted shares plan |
|
|
|
|
|
|
|
|
08.31.17 | 08.31.19 | 716,846 | 572,743 | 41.85 | ||||
04.26.18 | 04.26.20 | 276,000 | 276,000 | 22.29 | ||||
06.14.18 | 06.14.20 | 270,000 | 270,000 | 20.00 | ||||
1,262,846 | 1,118,743 |
(1) Amounts expressed in Brazilian Reais
The rollforward of the outstanding granted options and shares for the period ended September 30, 2018 is set forth as follows:
Consolidated | ||
Outstanding options/shares as of December 31, 2017 | 12,872,189 | |
Issued - grant of 2018 | ||
June 2018 - (Restricted shares plan) | 270,000 | |
April 2018 - (Restricted shares plan) | 276,000 | |
May 2018 | 150,000 | |
Exercised: | ||
Antecipated transfer on april 2018 (Restricted shares plan) | (200,100) | |
Forfeiture: | ||
Grant of 2018 | (150,000) | |
Grant of 2017 | (588,954) | |
Grant of 2017 (Restricted shares) | (134,077) | |
Grant of 2016 | (2,347,670) | |
Grant of 2014 | (1,724,516) | |
Grant of 2014 | (75,645) | |
Grant of 2013 | (304,968) | |
Outstanding options/shares as of September 30, 2018 | 8,042,259 |
118
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The weighted average exercise prices of the outstanding options conditioned to services is R$61.70 (sixty-one Brazilian Reais and seventy cents), and the weighted average of the remaining vesting period is 39 months.
The Company records as capital reserve in shareholders’ equity the fair value of the options and shares in the amount of R$259,684 (R$261,836 as of December 31, 2017). In the statement of income to the nine-month period ended September 30, 2018 the amount of R$2,152 (R$15,920 in the same period of the previous year) and in the three-month period ended September 30, 2018 the amount of R$5,777 (R$8,821 in the same period of the previous year).
During the nine-month period ended on September 30, 2018, 200,100 restricted shares were transferred to the Company executive, with an average price of R$22.29 (twenty-two Reais and twenty-nine cents) totaling R$4,460. The Company, to honor this commitment, utilized treasury shares with average cost of acquisition of R$53.60 (fifty-three Reais and sixty cents), totaling R$10,725, having recorded in the disposal of these shares a loss of R$6,265 as capital reserve.
24. EMPLOYEES BENEFITS PLANS
The Company offers pension and other post-employment plans to the employees. The characteristics of such benefits were disclosed in the annual financial statements for the
year ended December 31, 2017 (note 25) and have not been changed during this period.
The actuarial liabilities are presented below:
Parent company | Consolidated | ||||||
Liabilities | Liabilities | ||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | ||||
Medical assistance | 142,151 | 132,495 | 142,529 | 132,845 | |||
F.G.T.S. Penalty (1) | 155,059 | 142,673 | 175,407 | 161,342 | |||
Award for length of service | 48,777 | 44,640 | 53,925 | 49,328 | |||
Other | 30,283 | 28,071 | 49,363 | 51,273 | |||
376,270 | 347,879 | 421,224 | 394,788 | ||||
Current | 76,610 | 76,610 | 85,185 | 85,185 | |||
Non-current | 299,660 | 271,269 | 336,039 | 309,603 |
(1) FGTS – Government Severance Indemnity Fund for Employee
The Company estimated costs for the year 2018, according to an appraisal report prepared in 2017 by an actuarial expert and recorded in statement of income for the nine-month period ended September 30, 2018 in counterpart to comprehensive income an expense of R$16,923 in the parent company and consolidated (expense of R$19,518in the same period of the previous year) and R$5,947 for the three-month period ended September 30, 2018 in the parent company and the consolidated (R$6,466 in the parent company and consolidated in the same period of the previous year).
119
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
25. PROVISION FOR TAX, CIVIL AND LABOR RISKS
The Company and its subsidiaries are involved in certain legal proceedings arising from the normal course of business, which include civil,administrative, tax, social security and labor risks.
The Company classifies the risk of unfavorable decisions in the legal proceedings as “probable”, “possible” or “remote”. The provisions recorded relating to such proceedings is determined by the Company’s management, based on legal advice and reasonably reflect the estimated probable losses.
The Company’s management believes that its provision for tax, civil and labor risks, accounted for according to CVM Deliberation Nº 594/09 is sufficient to cover estimated losses related to its legal proceedings, as set forth below:
25.1. Contingencies for probable losses
The rollforward of the provisions for tax, civil and labor risks is summarized below:
Parent company | |||||||||
Tax | Labor | Civil, commercial and other | Contingent liabilities | Total | |||||
|
|
|
|
|
|
|
| 30.09.18 | |
Beginning balance | 272,879 | 508,923 | 363,138 | 370,400 | 1,515,340 | ||||
Additions | 27,222 | 232,426 | 21,050 | - | 280,698 | ||||
Reversals | (1,832) | (161,716) | (126,056) | (647) | (290,251) | ||||
Payments | (3,830) | (213,309) | (17,748) | - | (234,887) | ||||
Price index update | 33,561 | 80,778 | 17,802 | - | 132,141 | ||||
Ending balance | 328,000 | 447,102 | 258,186 | 369,753 | 1,403,041 | ||||
Current | 504,546 | ||||||||
Non-current | 898,495 |
120
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | |||||||||
Tax | Labor | Civil, commercial and other | Contingent liabilities | Total | |||||
|
|
|
|
|
|
|
| 30.09.18 | |
Beginning balance | 303,388 | 691,724 | 407,451 | 370,642 | 1,773,205 | ||||
Additions | 37,912 | 316,482 | 33,562 | - | 387,956 | ||||
Reversals | (23,166) | (275,745) | (149,276) | (647) | (448,834) | ||||
Payments | (3,830) | (231,852) | (18,089) | - | (253,771) | ||||
Price index update | 33,561 | 94,823 | 18,858 | - | 147,242 | ||||
Exchange rate variation | (8,930) | (40,226) | (9,573) | (106) | (58,835) | ||||
Ending balance | 338,935 | 555,206 | 282,933 | 369,889 | 1,546,963 | ||||
Current | 528,330 | ||||||||
Non-current | 1,018,633 |
25.2. 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 by management with the support from legal counsel and therefore no provision was recorded. On September 30, 2018, the total amount of the possible contingencies was R$13,943,741 (R$13,278,353 as of December 31, 2017), of which R$369,889 (R$370,642 as of December 31, 2017) was recorded at fair value as a result of business combinations with Sadia, Avex and Dánica group, according to the requirements of paragraph 23 ofCVM Deliberation Nº 665/11, set forth in the table above. The main natures of these contingencies were properly disclosed in the annual statements for the year ended December 31, 2017 (note 26.2).
26. SHAREHOLDERS’ EQUITY
26.1. Capital stock
On September 30, 2018, the capital subscribed and paid by the Company is R$12,553,418, which is composed of 812,473,246 book-entry shares of common stock without par value. The value of the capital stock is net of the public offering expenses of R$92,947.
The Company is authorized to increase the capital stock, irrespective of amendment to the bylaws, up to the limit of 1,000,000,000 common shares, in book-entry form without par value.
121
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
26.2. Breakdown of capital stock by nature
Consolidated | |||
09.30.18 | 12.31.17 | ||
Common shares | 812,473,246 | 812,473,246 | |
Treasury shares | (1,133,601) | (1,333,701) | |
Outstanding shares | 811,339,645 | 811,139,545 |
26.3. Rollforward of outstanding shares
Consolidated | ||||
Quantity of outstanding of shares | ||||
09.30.18 | 12.31.17 | |||
Shares at the beggining of the period | 811,139,545 | 799,005,245 | ||
Sale of treasury shares | - | 12,134,300 | ||
Antecipated transfer of restricted shares | 200,100 | - | ||
Shares at the end of the period | 811,339,645 | 811,139,545 |
26.4. Treasury shares
The Company has 1,333,601 (1,333,701 as of December 31, 2017) shares in treasury, with an average cost of R$53.60 (fifty-three Brazilian Reais and sixty cents) per share, with a market value of R$21.97 (Twenty-one Brazilian Reais and ninety seven cents) per each share corresponding to the total of R$24,905 (market value of R$36.60, thirty-six Brazilian Reais and sixty cents for each share corresponding to the total amount of R$48,813 as of December 31, 2017).
Consolidated | ||||
Quantity of outstanding of shares | ||||
09.30.18 | 12.31.17 | |||
Shares at the beggining of the period | 1,333,701 | 13,468,001 | ||
Sale of treasury shares | - | (12,134,300) | ||
Antecipated transfer of restricted shares | (200,100) | - | ||
Shares at the end of the period | 1,133,601 | 1,333,701 |
122
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
27. LOSS PER SHARE
Parent company | |||||||
July to | January to September 2018 | July to | January to September 2017 | ||||
Basic numerator | |||||||
Loss for the period attributable to controlling shareholders | (798,981) | (2,351,802) | 129,999 | (318,746) | |||
Basic denominator | |||||||
Common shares | 812,473,246 | 812,473,246 | 812,473,246 | 812,473,246 | |||
Weighted average number of outstanding shares - basic | 811,284,062 | 811,254,621 | 805,005,723 | 801,005,404 | |||
Loss per share basic - R$ | (0.98484) | (2.89897) | 0.16149 | (0.39793) | |||
Diluted numerator | |||||||
Loss fot the period attributable to controlling shareholders | (798,981) | (2,351,802) | 129,999 | (318,746) | |||
Diluted denominator | |||||||
Weighted average number of outstanding shares - basic | 811,284,062 | 811,254,621 | 805,005,723 | 801,005,404 | |||
Weighted average number of outstanding shares - diluted | 811,284,062 | 811,254,621 | 805,005,723 | 801,005,404 | |||
Loss per share diluted - R$ | (0.98484) | (2.89897) | 0.16149 | (0.39793) |
Diluted result is calculated considering the numbers of dilutive potential ordinary shares (stock options and restricted shares). However, due to loss disclosed for the nine-month period ended September 30, 2018 and 2017, the numbers of dilutive potential ordinary shares (stock options) has antidilutive effect and therefore was not considered in the calculation of diluted loss per share.
28. RELATED PARTIES – PARENT COMPANY
As part of the Company’s operations, rights and obligations arise between related parties, resulting from transactions of purchase and sale of products, loans agreed based on contracts, on market or commutative conditions for similar transactions.
All the relationships between the Company and its subsidiaries were disclosed irrespectively of the existence or not of transactions between these parties.
All the transactions and balances among the companies were eliminated in the consolidation and refer to commercial and/or financial transactions.
Specifically, to transactions of the purchase, sale and industrialization, which are commutative between BRF SA and SHB, and, sharing of costs, prices are determined based on cost plus tax impacts, in order to preserve the value chain of the companies.
123
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
28.1. Transactions and balances
The balances of the transactions with the related parties are as follow:
Accounts receivable | Dividends and interest on the shareholders' equity receivable | Loan contracts | Trade accounts payable | Advance for future capital increase | Other rights | Other obligations | |||||||||||||||||||
09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | 12.31.17 | 09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | 09.30.18 | 12.31.17 | |||||||||||||
Al-Wafi Food Products Factory LLC | - | - | - | - | - | (73) | (62) | - | - | 30 | 31 | (921) | (945) | ||||||||||||
Avex S.A. | 181,036 | 107,018 | - | - | - | - | - | - | - | 25,468 | 25,468 | - | - | ||||||||||||
Banvit | - | - | - | - | - | - | - | - | - | 47 | - | - | - | ||||||||||||
BFF International Ltd. | - | - | - | - | - | - | - | - | - | 2,184 | 1,804 | - | - | ||||||||||||
BRF Al Yasra | - | - | - | - | - | - | - | - | - | - | - | (3,970) | (3,279) | ||||||||||||
BRF Energia S.A. | - | - | 27 | 27 | - | (10,928) | - | 1,205 | 1,205 | - | - | - | - | ||||||||||||
BRF Foods GmbH | - | 350 | - | - | - | - | (52) | - | - | - | - | - | - | ||||||||||||
BRF Foods GmbH - Branch | - | - | - | - | - | - | - | - | - | 587 | 402 | (1,721) | (1,422) | ||||||||||||
BRF Foods LLC | - | - | - | - | - | - | - | - | - | 442 | 397 | - | - | ||||||||||||
BRF Global GmbH | 1,432,256 | 4,700,124 | - | - | - | - | (3,048) | - | - | - | - | (3,803,905) | (1) | (4,793,195) | |||||||||||
BRF GmbH | - | - | - | - | - | - | (15) | - | - | - | - | (1,659) | (1,355) | ||||||||||||
BRF Hong Kong | - | 351 | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||
BRF Pet S.A. | 180 | 76 | 438 | 438 | - | (54) | - | - | - | 10 | - | - | - | ||||||||||||
BRF Thailand Ltd. | - | - | - | - | - | - | - | - | - | 319 | - | - | - | ||||||||||||
Campo Austral | 35,062 | 27,548 | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||
Federal Foods | - | - | - | - | - | - | - | - | - | - | - | (81) | (67) | ||||||||||||
Federal Foods Catar | - | - | - | - | - | - | - | - | - | - | - | (140) | (116) | ||||||||||||
FFM Further | - | - | - | - | - | - | - | - | - | 70 | 70 | - | - | ||||||||||||
Highline International Ltd. | - | - | - | - | - | - | - | - | - | - | - | (7,302) | (6,033) | ||||||||||||
One Foods Holdings | - | - | - | - | - | - | - | - | - | 5,625 | 4,266 | - | - | ||||||||||||
Perdigão International Ltd. | - | - | - | - | (33,648) | - | - | - | - | - | - | (899,223) | (1) | (754,402) | |||||||||||
Quickfood S.A. | 35,432 | 9,704 | - | - | - | - | (83) | 296,436 | 163,393 | - | - | (17,641) | (29,399) | ||||||||||||
Sadia Alimentos S.A. | 16,665 | 16,665 | - | - | - | (120) | (115) | - | - | - | - | - | - | ||||||||||||
Sadia Chile S.A. | 106,567 | 94,620 | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||
Sadia Uruguay S.A. | 6,237 | 6,128 | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||
SHB Com. e Ind. de Alim. S.A | 478,052 | 829,303 | - | - | - | (134,816) | (36,472) | - | - | 252,918 | 294,663 | (2,547) | (62,591) | ||||||||||||
UP! Alimentos Ltda. | 5,031 | 2,583 | - | 6,190 | - | (12,102) | (16,592) | - | - | 2,824 | 5,107 | - | (5) | ||||||||||||
VIP S.A. Empreendimentos e Partic. Imob. | - | - | 698 | 697 | - | - | - | - | - | - | - | - | - | ||||||||||||
Wellax Foods Logistics C.P.A.S.U. Lda. | - | - | - | - | - | - | - | - | - | 190 | 178 | - | - | ||||||||||||
Edavila Consultoria Empresarial Eireli | - | - | - | - | - | - | - | - | - | - | - | - | (40) | ||||||||||||
Total | 2,296,518 | 5,794,470 | 1,163 | 7,352 | (33,648) | (158,093) | (56,439) | 297,641 | 164,598 | 290,714 | 332,386 | (4,739,110) | (5,652,849) |
(1) The amount corresponds to advances for export pre-payment, usual operation between the productive units in Brazil with the wholly-owned subsidiary BRF Global GmbH that operates as a trading in the European market.
124
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Revenue | Financial results, net | Purchases | |||||||||||||||||||||
July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | ||||||||||||
Avex S.A. | 33,377 | 71,823 | 8,301 | 37,829 | - | - | - | - | - | (427) | (136) | (404) | |||||||||||
BRF Energia S.A. | - | - | - | - | - | - | - | - | (51,388) | (159,681) | (36,936) | (105,789) | |||||||||||
BRF Foods GmbH | - | - | - | 2,748 | - | - | - | - | - | - | - | - | |||||||||||
BRF Global GmbH | 1,117,015 | 3,332,729 | 1,303,839 | 4,165,857 | (26,700) | (59,991) | (24,305) | (80,438) | - | - | - | - | |||||||||||
BRF Hong Kong | - | - | - | 351 | - | - | - | - | - | - | - | - | |||||||||||
BRF Pet S.A. | 383 | 536 | - | - | - | - | - | - | (49) | (49) | - | - | |||||||||||
Campo Austral | 1,173 | 6,647 | 7,573 | 24,496 | - | - | - | - | - | - | - | - | |||||||||||
Perdigão International Ltd. | - | - | - | - | (11,053) | (33,411) | (11,252) | (39,028) | - | - | - | - | |||||||||||
Quickfood S.A. | 5,860 | 25,729 | 9,591 | 41,750 | - | - | - | - | (577) | (1,161) | (314) | (971) | |||||||||||
Sadia Alimentos S.A. | - | - | - | 1,754 | - | - | - | - | - | - | - | - | |||||||||||
Sadia Chile S.A. | 27,513 | 80,813 | 45,022 | 108,701 | - | - | - | - | - | - | - | - | |||||||||||
Sadia Uruguay S.A. | 4,351 | 14,688 | 3,719 | 9,995 | - | - | - | - | - | - | - | - | |||||||||||
SHB Com. e Ind. de Alim. S.A | 752,367 | 2,258,699 | 703,561 | 2,497,550 | - | - | - | - | (500,384) | (1,514,338) | (473,922) | (1,491,051) | |||||||||||
UP! Alimentos Ltda. | 3,011 | 9,662 | 4,066 | 11,299 | - | - | - | - | (36,557) | (100,222) | (43,183) | (144,587) | |||||||||||
Corall Consultoria LTDA. | - | - | - | - | - | - | - | - | - | - | - | (3) | |||||||||||
Instituto de Desenvolvimento Gerencial S.A. | - | - | - | - | - | - | - | - | - | - | - | (910) | |||||||||||
Edavila Consultoria Empresarial Eireli (1) | - | - | - | - | - | - | - | - | - | (40) | (120) | (360) | |||||||||||
Total | 1,945,050 | 5,801,326 | 2,085,672 | 6,902,330 | (37,753) | (93,402) | (35,557) | (119,466) | (588,955) | (1,775,918) | (554,611) | (1,744,075) |
(1) Entity on which BRF has no equity interest, but have relationship with the Board of Directors, and provided international marketing and innovation advisory services to the Company.
All companies set forth in note 1.1, which describes the relationship with BRF as well as the nature of the operations of each entity, are controlled by BRF, except for UP! Alimentos, PP-BIO and SATS BRF which are associates or joint ventures.
The Company also recorded a liability in the amount of R$1,907 (R$3,749 as of December 31, 2017) related to the fair value of the guarantees offered to BNDES concerning a loan made by Instituto Sadia de Sustentabilidade.
Due to the acquisition of biodigesters from Instituto Sadia de Sustentabilidade, as of September 30, 2018 the Company recorded a payable to this entity of R$6,893 included in other liabilities (R$13,557 as of December 31, 2017).
28.2. Other Related Parties
The Company leased properties owned by Fundação Attílio Francisco Xavier Fontana (“FAF”). For the nine-month period ended September 30, 2018, the total amount paid as rent was R$12,693 (R$11,719 in the same period of the previous year) and for the three-month period ended September 30, 2018 was R$4,231 (R$4,040 in the same period of the previous year). The rent value was set based on market conditions.
28.3. Granted guarantees
All granted guarantees on behalf of related parties were disclosed in note 18.3.
28.4. Management remuneration
Key management personnel include board members, statutory directors and the head of internal audit.
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
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Explanatory Notes (in thousands of Brazilian Reais) |
The total remuneration and benefits paid to these professionals are set forth below:
Consolidated | |||||||
July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | ||||
Salary and profit sharing (1) | (613) | 24,252 | 7,843 | 22,013 | |||
Short term benefits (2) | 21 | 41 | 199 | 316 | |||
Private pension | 120 | 354 | 124 | 405 | |||
Post-employment benefits | 6 | 84 | 72 | 121 | |||
Termination benefits | 2,181 | 7,625 | 1,683 | 3,946 | |||
Share-based payment | 978 | 4,650 | 3,588 | 12,361 | |||
2,693 | 37,006 | 13,509 | 39,162 |
(1) For the three-month period ended September 30, 2018, the Company reversed the provision recorded in prior periods.
(2) Comprises: Medical assistance, educational expenses and others.
In addition, the executive officers who are also an integral part of the key management personnel received between remuneration and benefits the total amount of R$25,164 for nine-month period ended September 30, 2018 (R$15,731 in the same period of the previous year), and for three-month period ended September 30, 2018 R$4,643 (R$5,575 in the same period of the previous year).
29. NET SALES
Parent company | Consolidated | ||||||||||||||
July to September 2018 | January to September 2018 | July to | January to September 2017 | July to September 2018 | January to September 2018 | July to | January to September 2017 | ||||||||
Gross sales | |||||||||||||||
Brazil | 5,226,900 | 14,594,127 | 4,753,316 | 13,938,024 | 5,227,051 | 14,594,268 | 4,753,316 | 13,936,090 | |||||||
Halal | 547,140 | 1,847,382 | 527,957 | 2,212,378 | 2,375,241 | 6,662,184 | 2,129,930 | 5,381,899 | |||||||
International | 867,651 | 2,938,189 | 1,592,068 | 4,854,258 | 1,905,934 | 5,547,244 | 2,378,482 | 6,832,964 | |||||||
Southern Cone | 132,373 | 354,867 | 104,748 | 300,246 | 452,350 | 1,594,945 | 661,380 | 1,934,555 | |||||||
Other segments | 477,621 | 1,062,415 | 382,795 | 961,794 | 286,533 | 719,683 | 225,281 | 684,066 | |||||||
7,251,685 | 20,796,980 | 7,360,884 | 22,266,700 | 10,247,109 | 29,118,324 | 10,148,389 | 28,769,574 | ||||||||
Sales deductions | |||||||||||||||
Brazil | (1,105,827) | (3,044,018) | (996,757) | (2,990,065) | (1,105,839) | (3,044,021) | (996,752) | (2,991,724) | |||||||
Halal | (14,464) | (59,235) | (10,375) | (141,783) | (167,397) | (512,475) | (197,755) | (556,032) | |||||||
International | (17,025) | (53,748) | (39,600) | (91,357) | (121,947) | (296,145) | (104,418) | (301,077) | |||||||
Southern Cone | (233) | (608) | (31) | (1,077) | (48,185) | (192,417) | (99,146) | (288,867) | |||||||
Other segments | (37,052) | (77,950) | (28,010) | (105,202) | (36,394) | (90,204) | (18,050) | (63,533) | |||||||
(1,174,601) | (3,235,559) | (1,074,773) | (3,329,484) | (1,479,762) | (4,135,262) | (1,416,121) | (4,201,233) | ||||||||
|
|
|
|
|
|
|
| ||||||||
Net sales | |||||||||||||||
Brazil | 4,121,073 | 11,550,109 | 3,756,559 | 10,947,959 | 4,121,212 | 11,550,247 | 3,756,564 | 10,944,366 | |||||||
Halal | 532,676 | 1,788,147 | 517,582 | 2,070,595 | 2,207,844 | 6,149,709 | 1,932,175 | 4,825,867 | |||||||
International | 850,626 | 2,884,441 | 1,552,468 | 4,762,901 | 1,783,987 | 5,251,099 | 2,274,064 | 6,531,887 | |||||||
Southern Cone | 132,140 | 354,259 | 104,717 | 299,169 | 404,165 | 1,402,528 | 562,234 | 1,645,688 | |||||||
Other segments | 440,569 | 984,465 | 354,785 | 856,592 | 250,139 | 629,479 | 207,231 | 620,533 | |||||||
6,077,084 | 17,561,421 | 6,286,111 | 18,937,216 | 8,767,347 | 24,983,062 | 8,732,268 | 24,568,341 |
126
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
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Explanatory Notes (in thousands of Brazilian Reais) |
30. RESEARCH AND DEVELOPMENT COSTS
Consist of expenditures on internal research and development of new products which are recognized in the statement of income when incurred. The expenditures amounted to R$39,695 for the nine-month period ended September 30, 2018 (R$39,060 in the same period of the previous year), and for the three-month period ended September 30, 2018 was R$12,636 (R$19,644 in the same period of the previous year).
31. OTHER OPERATING INCOME (EXPENSES), NET
Parent company | Consolidated | ||||||||||||||
July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | ||||||||
Income | |||||||||||||||
Recovery of expenses (1) | 10,506 | 47,711 | 16,928 | 76,249 | 11,479 | 50,922 | 18,451 | 77,997 | |||||||
Provision reversal | 1,561 | 12,940 | 4,294 | 11,027 | 4,340 | 15,719 | 4,736 | 11,469 | |||||||
Scrap sales | 2,790 | 7,971 | 2,510 | 7,416 | 3,680 | 10,630 | 3,762 | 10,933 | |||||||
Reversal of expected credit losses | 1,832 | 3,643 | - | - | 1,478 | 2,361 | - | - | |||||||
Rewards and short-term incentive | (28,011) | 18,253 | (29,018) | (32,627) | (31,655) | 1,040 | (33,378) | (45,472) | |||||||
Tax amnesty program ("PERT") | - | - | 131,930 | 131,930 | - | - | 131,930 | 131,930 | |||||||
Other | 4,692 | 17,695 | 11,638 | 22,475 | 11,219 | 40,618 | 16,371 | 37,252 | |||||||
(6,630) | 108,213 | 138,282 | 216,470 | 541 | 121,290 | 141,872 | 224,109 | ||||||||
Expenses | |||||||||||||||
Expenses arising from Trapaça Operation (2) | (8,370) | (52,108) | - | (63,253) | (8,370) | (52,108) | - | (74,106) | |||||||
Provision for civil and tax risks | (44,805) | (46,434) | (56,770) | (108,089) | (49,288) | (41,245) | (56,484) | (113,125) | |||||||
Net loss from the disposals of property, plant and equipment | (9,399) | (16,395) | (1,797) | (10,350) | (19,642) | (30,115) | (2,091) | (6,648) | |||||||
Costs on business disposed | - | (27,848) | (1,399) | (36,718) | - | (27,848) | (1,399) | (36,718) | |||||||
Other employees benefits | (7,446) | (22,339) | (14,366) | (43,094) | (8,354) | (24,364) | (14,906) | (45,677) | |||||||
Restructuring | - | (17,028) | - | (13,872) | - | (17,028) | (8,897) | (14,845) | |||||||
Insurance claims costs | (4,922) | (10,196) | (4,502) | (18,209) | (5,050) | (13,291) | (5,358) | (21,295) | |||||||
Discontinued operations | 332 | (5,513) | (8,369) | (36,199) | 320 | (5,620) | (8,423) | (36,354) | |||||||
Expected credit losses | - | - | (2,736) | (8,852) | - | - | (3,567) | (10,646) | |||||||
Other | (1,056) | (13,435) | (62,638) | (74,338) | (8,720) | (38,091) | (73,565) | (100,765) | |||||||
(75,666) | (211,296) | (152,577) | (412,974) | (99,104) | (249,710) | (174,690) | (460,179) | ||||||||
(82,296) | (103,083) | (14,295) | (196,504) | (98,563) | (128,420) | (32,818) | (236,070) |
(1) The accumulated balance in 2018 refers mainly to extemporaneous tax credits in the amount of R$33,640.
(2) In 2018, expenses arising from Trapaça Operation (note 1.3) and in 2017 expenses arising from Carne Fraca Operation (note 1.2).
127
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Explanatory Notes (in thousands of Brazilian Reais) |
32. FINANCIAL INCOME (EXPENSES), NET
Parent company | Consolidated | ||||||||||||||
July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | July to September 2018 | January to September 2018 | July to September 2017 | January to September 2017 | ||||||||
Financial income | |||||||||||||||
Exchange rate variation on net assets of foreign subsidiaries (1) | - | - | - | - | 58,003 | 475,705 | - | 107,454 | |||||||
Restatement by Hyperinflation (2) | - | - | - | - | 173,161 | 368,311 | - | - | |||||||
Exchange rate variation on other assets | 9,312 | 39,278 | - | - | 113,740 | 315,333 | - | - | |||||||
Interest on assets | 42,977 | 208,092 | 71,659 | 163,923 | 46,239 | 220,230 | 73,519 | 169,015 | |||||||
Interest on cash and cash equivalents | 45,819 | 104,811 | 58,713 | 189,138 | 62,144 | 138,964 | 72,969 | 218,867 | |||||||
Gains from derivative transactions, net | 132,912 | 381,444 | - | - | 96,041 | 79,976 | - | - | |||||||
Interests on financial assets classified as | |||||||||||||||
Amortized cost | 24,330 | 63,171 | 13,421 | 47,259 | 24,329 | 77,434 | 13,421 | 47,259 | |||||||
Fair value throught profit and loss | 4,534 | 9,545 | 4,833 | 16,180 | 4,534 | 10,106 | 4,881 | 16,481 | |||||||
Fair value throught other comprehensive income | - | - | - | - | 179 | 477 | 434 | 7,901 | |||||||
Exchange rate variation on marketable securities | 420 | 2,828 | - | - | 9,282 | 33,839 | - | - | |||||||
Tax amnesty program ("PERT") | - | - | 279,590 | 279,590 | - | - | 279,590 | 279,590 | |||||||
Exchange rate variation on other liabilities | - | - | 258,426 | 163,213 | - | - | 155,893 | 245,478 | |||||||
Exchange rate variation on loans and financing | - | - | 149,385 | - | - | - | 292,011 | 123,583 | |||||||
260,304 | 809,169 | 836,027 | 859,303 | 587,652 | 1,720,375 | 892,718 | 1,215,628 | ||||||||
Financial expenses | |||||||||||||||
Exchange rate variation on loans and financing | (252,944) | (824,235) | - | (162,323) | (373,567) | (1,417,126) | - | - | |||||||
Interest on loans and financing | (258,461) | (669,388) | (262,258) | (806,804) | (372,846) | (1,014,258) | (378,597) | (1,111,581) | |||||||
Adjustment to present value | (62,340) | (175,757) | (67,976) | (186,751) | (79,206) | (227,161) | (82,019) | (227,297) | |||||||
Exchange rate variation on other liabilities | (196,626) | (863,281) | - | - | (113,509) | (199,017) | - | - | |||||||
Losses price to be fixed transactions | (19,706) | (108,392) | (3,547) | (1,814) | (20,127) | (117,804) | (3,875) | (1,091) | |||||||
Interest on liabilities | (38,292) | (104,245) | (174,546) | (362,141) | (46,947) | (102,060) | (181,742) | (372,963) | |||||||
Losses on derivative transactions, net | - | - | (88,899) | (252,881) | - | - | (43,241) | (106,985) | |||||||
Exchange rate variation on other assets | - | - | (11,117) | (27,302) | - | - | (275,651) | (479,171) | |||||||
Exchange rate variation on marketable securities | - | - | (83,532) | (7,731) | - | - | (111,722) | (131,393) | |||||||
Interest expenses on loans to related parties | (37,753) | (93,402) | (35,558) | (119,466) | - | - | - | - | |||||||
Exchange rate variation on net assets of foreign subsidiaries (1) | - | - | - | - | - | - | (86,722) | - | |||||||
Others | (21,632) | (72,979) | (25,083) | (77,831) | (88,801) | (240,528) | (79,900) | (243,437) | |||||||
(887,754) | (2,911,679) | (752,516) | (2,005,044) | (1,095,003) | (3,317,954) | (1,243,469) | (2,673,918) | ||||||||
(627,450) | (2,102,510) | 83,511 | (1,145,741) | (507,351) | (1,597,579) | (350,751) | (1,458,290) |
(1) Refers to gains and losses on translation of assets and liabilities reported by the Company’s subsidiaries whose functional currency is Real.
(2) Refers to the price index update as disclosed in note 3.3.
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Explanatory Notes (in thousands of Brazilian Reais) |
33. STATEMENT OF INCOME BY NATURE
The Company has chosen to disclose its statement of income by function and thus presents below the details by nature:
Parent company |
|
| Consolidated | ||||||||||||
July to September 2018 | January to September 2018 | July to | January to September 2017 | July to September 2018 | January to September 2018 | July to | January to September 2017 | ||||||||
Costs of sales | |||||||||||||||
Raw materials and consumables (1) | 4,052,520 | 11,570,179 | 3,576,574 | 11,148,418 | 5,417,464 | 15,523,541 | 4,821,627 | 13,803,989 | |||||||
Depreciation | 267,951 | 821,778 | 276,360 | 832,712 | 380,581 | 1,151,469 | 381,344 | 1,094,295 | |||||||
Amortization | 14,595 | 43,811 | 27,865 | 50,837 | 24,290 | 68,855 | 34,769 | 69,426 | |||||||
Salaries and employees benefits | 716,879 | 2,169,909 | 717,539 | 2,262,481 | 956,437 | 3,004,040 | 1,005,735 | 3,068,810 | |||||||
Others | 423,750 | 1,252,256 | 435,095 | 1,238,384 | 586,194 | 1,683,502 | 581,805 | 1,766,351 | |||||||
5,475,695 | 15,857,933 | 5,033,433 | 15,532,832 | 7,364,966 | 21,431,407 | 6,825,280 | 19,802,871 | ||||||||
Sales expenses | |||||||||||||||
Depreciation | 16,596 | 49,016 | 15,947 | 45,966 | 18,062 | 53,300 | 16,568 | 48,597 | |||||||
Amortization | 10,705 | 31,934 | 16,210 | 32,135 | 21,669 | 60,413 | 23,336 | 50,986 | |||||||
Salaries and employees benefits | 236,953 | 685,371 | 235,750 | 668,634 | 315,328 | 913,566 | 315,062 | 907,276 | |||||||
Indirect and direct logistics expenses (2) | 352,378 | 1,016,545 | 324,285 | 941,056 | 612,932 | 1,750,258 | 550,516 | 1,606,459 | |||||||
Others | 181,027 | 577,901 | 167,348 | 516,020 | 249,732 | 767,348 | 258,421 | 739,687 | |||||||
797,659 | 2,360,767 | 759,540 | 2,203,811 | 1,217,723 | 3,544,885 | 1,163,903 | 3,353,005 | ||||||||
Administrative expenses | |||||||||||||||
Depreciation | 4,220 | 12,897 | 4,297 | 12,950 | 13,587 | 33,434 | 16,953 | 29,063 | |||||||
Amortization | 9,410 | 27,103 | 11,763 | 26,302 | 28,670 | 94,452 | 32,535 | 96,806 | |||||||
Salaries and employees benefits | 38,346 | 92,759 | 23,697 | 71,611 | 84,152 | 231,167 | 71,930 | 203,575 | |||||||
Fees | 2,226 | 15,908 | 5,238 | 15,698 | 2,715 | 19,384 | 6,752 | 20,230 | |||||||
Others | 29,609 | 58,273 | 16,170 | 54,604 | 44,647 | 82,765 | 18,667 | 75,897 | |||||||
83,811 | 206,940 | 61,165 | 181,165 | 173,771 | 461,202 | 146,837 | 425,571 | ||||||||
Impairment Loss on Trade and Other Receivables | |||||||||||||||
Impairment Loss on Trade and Other Receivables | 4,115 | 20,290 | 5,336 | 29,153 | 5,146 | 37,285 | 7,835 | 31,520 | |||||||
4,115 | 20,290 | 5,336 | 29,153 | 5,146 | 37,285 | 7,835 | 31,520 | ||||||||
Other operating expenses (3) | |||||||||||||||
Depreciation | 14,822 | 32,489 | 8,842 | 26,270 | 15,733 | 34,619 | 9,756 | 29,494 | |||||||
Others | 60,844 | 178,807 | 143,735 | 386,704 | 83,371 | 215,091 | 164,934 | 430,685 | |||||||
75,666 | 211,296 | 152,577 | 412,974 | 99,104 | 249,710 | 174,690 | 460,179 |
(1) To the nine-month period ended September 30, 2018, included expenses in the amount of R$339,803 arising from Trapaça Operation (note 1.3), R$174,043 arising from restructuring plan (nota 1.5) and R$72,852 arising from strike of trucker drive (note 1.6). To the nine and three-month period ended September 30, 2017, included expenses in the amount of R$81,582 in the parent company and R$83,397 in the consolidated arising from Carne Fraca Operation.
(2) To the nine and three-month period ended September 30, 2018, included expenses in the amount of R$12,365 arising from strike of trucker drive (note 1.6).
(3) The composition of other operating expenses is disclosed in note 31.
34. NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
IFRS 16 - Leases
On January 2016, the IASB issued the final version of IFRS 16 – Leases, which supersedes IAS 17 – Leases, which will be applicable to periods beginning on January 01, 2019. The adoption of this standard introduces a single model for the accounting of leases, for the lessee, for which should be recognized a right of use asset and an obligation to make payments related to the lease. Assets with a term of less than 12 months and of low value, are exempt from this treatment. On December 21, 2017, CVM issued the Deliberation CVM Nº 787/17 corresponding to this IFRS.
129
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The Company is assessing the content and possible impacts of adoption this pronouncement in its consolidated financial statements, but the process is ongoing. The Company understands that the effective impact will depend on economic conditions at the time of adoption, for example (i) agreements portfolio in force and (ii) possible agreement renewals.
35. TRANSACTIONS THAT DO NOT INVOLVE CASH OR CASH EQUIVALENTS
The following transactions that did not involve cash or cash equivalents during the nine-month period ended September 30, 2018 were:
(i) Capitalized interest arising from loans: To the nine-month period ended September 30, 2018, amounted to R$12,652 in the parent company and R$21,533 in the consolidated (R$26,066 in the parent company and R$27,737 in the in the same period of the previous year) and to the three-month period ended September 30, 2018, amounted to R$4,171 in the parent company and R$7,503 in the consolidated (R$6,360 in the parent company and R$6,709 in the consolidated in the same period of the previous year);
(ii) Addition of financial lease: To the nine-month period ended September 30, 2018, amounted to R$39,337 in the parent company and R$44,943 in the consolidated (R$93,901 in the parent company and R$98,911 in the consolidated in the same period of the previous year) and to the three-month period ended September 30, 2018, amounted to R$4,243 in the parent company and R$4,251 in the consolidated (R$8,200 in the parent company and R$8,905 in the consolidated in the same period of the previous year); and
(iii) Impacts of the changes on net monetary position due to the hyperinflation in Argentina as further detailed in explanatory note 3.3, includes: depreciation and amortization of R$7,502 in the Parent Company and R$31,299 in the Consolidated balances and changes on other assets and liabilities of R$302,716 in the Parent Company and R$332,119 in the Consolidated Balances.
36. SUBSEQUENT EVENTS
36.1. Restricted shares grant
On October 01, 2018, 2,311,394 restricted shares were granted according to the plan approved in the Ordinary and Extraordinary General Shareholders Meeting held on May 25, 2018.
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Explanatory Notes (in thousands of Brazilian Reais) |
The suggested vesting is 3 (three) years, with partial exercise of 1/3 each year, grant date on October 01, 208, grant price corresponding to the average stock price from one month before the grant date, with no rights to interest or inflation and annual dividends, with future payments in stocks.
36.2. Trapaça Operation – unfolding
On October 10, 2018, the Federal Police Department to the 1st Federal Criminal Court of the Judicial Branch of Ponta Grossa – PR submitted the final report of its investigation in connection to Trapaça Operation.
The Company clarifies that is management’s interest that all facts related to the investigations conducted by the authorities be deeply and fully clarified, and in that connection, the Company has decided to preventively grant a leave to all employees referred in the Federal Police’s final report until all facts are clarified.
BRF is engaging in a vast and transparent dialogue with the authorities in charge of the investigations, with the intention to cooperate with the elucidation of the facts. At the same time, it will proceed with the internal assessments led by the Independent Investigation Committee, related to the Statutory Audit Committee, with the intention to clarify all the facts that were or that may be raised.
The Company understands that this cooperation process with the authorities strengths and consolidates the changes and the developments that BRF has implemented in its processes and internal rulings, in order to guarantee the highest safety, integrity and quality standards.
A detailed description of the Trapaça operations is disclosed in explanatory note 1.3.
37. Changes in the Profit and Loss Statement – Restated
As described in explanatory note 3.3, during the third quarter of 2018, the Company adopted the IAS 29, since Argentina has become a hyperinflationary economy.
The Company restated below its Profit and Loss Statements for the three-month periods ending in March 31, 2018 and June 30, 2018, which includes the impacts of the hyperinflation in Argentina.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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| Parent company | ||
April to June 2018 | April to June 2018 | April to June 2018 | January to March 2018 | January to March 2018 | January to March 2018 | |||||||
Published | Adjustment | Restated | Published | Adjustment | Restated | |||||||
NET SALES | 5,573,848 | - | 5,573,848 | 5,910,489 | - | 5,910,489 | ||||||
Cost of sales | (5,406,213) | - | (5,406,213) | (4,976,025) | - | (4,976,025) | ||||||
GROSS PROFIT | 167,635 | - | 167,635 | 934,464 | - | 934,464 | ||||||
OPERATING INCOME (EXPENSES) | - | - | ||||||||||
Selling expenses | (816,184) | - | (816,184) | (746,924) | - | (746,924) | ||||||
General and administrative expenses | (68,136) | - | (68,136) | (54,993) | - | (54,993) | ||||||
Impairment loss on trade and other receivables | (6,733) | - | (6,733) | (9,442) | - | (9,442) | ||||||
Other operating expenses, net | (48,936) | - | (48,936) | 28,149 | - | 28,149 | ||||||
Income from associates and joint ventures | 311,403 | 105,758 | 417,161 | 155,491 | 50,661 | 206,152 | ||||||
INCOME (LOSS) BEFORE FINANCIAL RESULTS AND INCOME TAXES | (460,951) | 105,758 | (355,193) | 306,745 | 50,661 | 357,406 | ||||||
Financial Results | (959,403) | - | (959,403) | (515,657) | - | (515,657) | ||||||
LOSS BEFORE TAXES | (1,420,354) | 105,758 | (1,314,596) | (208,912) | 50,661 | (158,251) | ||||||
Current income taxes | - | - | - | - | - | - | ||||||
Deferred income taxes | (164,564) | - | (164,564) | 84,590 | - | 84,590 | ||||||
LOSS FOR THE YEAR | (1,584,918) | 105,758 | (1,479,160) | (124,322) | 50,661 | (73,661) | ||||||
| - |
|
| - |
| |||||||
Attributable to | - | - | ||||||||||
Controlling shareholders | (1,584,918) | 105,758 | (1,479,160) | (124,322) | 50,661 | (73,661) | ||||||
Non-controlling interest | - | - | - | - | - | - | ||||||
(1,584,918) | 105,758 | (1,479,160) | (124,322) | 50,661 | (73,661) | |||||||
Consolidated | ||||||||||||
April to June 2018 | April to June 2018 | April to June 2018 | January to March 2018 | January to March 2018 | January to March 2018 | |||||||
Published | Adjustment | Restated | Published | Adjustment | Restated | |||||||
NET SALES | 8,181,073 | (113,853) | 8,067,220 | 8,203,033 | (54,538) | 8,148,495 | ||||||
Cost of sales | (7,520,312) | 81,356 | (7,438,956) | (6,666,457) | 38,972 | (6,627,485) | ||||||
GROSS PROFIT | 660,761 | (32,497) | 628,264 | 1,536,576 | (15,566) | 1,521,010 | ||||||
OPERATING INCOME (EXPENSES) | - | |||||||||||
Selling expenses | (1,226,017) | 7,479 | (1,218,538) | (1,112,206) | 3,582 | (1,108,624) | ||||||
General and administrative expenses | (157,036) | 1,886 | (155,150) | (133,185) | 904 | (132,281) | ||||||
Impairment loss on trade and other receivables | (10,199) | - | (10,199) | (21,940) | - | (21,940) | ||||||
Other operating expenses, net | (49,811) | (586) | (50,397) | 20,822 | (282) | 20,540 | ||||||
Income from associates and joint ventures | 3,347 | - | 3,347 | 5,516 | - | 5,516 | ||||||
INCOME (LOSS) BEFORE FINANCIAL RESULTS AND INCOME TAXES | (778,955) | (23,718) | (802,673) | 295,583 | (11,362) | 284,221 | ||||||
Financial Results | (791,950) | 147,763 | (644,187) | (516,824) | 70,783 | (446,041) | ||||||
Financial income | - | - | - | - | ||||||||
LOSS BEFORE TAXES | (1,570,905) | 124,045 | (1,446,860) | (221,241) | 59,421 | (161,820) | ||||||
Current income taxes | (47,757) | - | (47,757) | (30,120) | - | (30,120) | ||||||
Deferred income taxes | 44,625 | (16,279) | 28,346 | 137,555 | (7,798) | 129,757 | ||||||
LOSS FOR THE YEAR | (1,574,037) | 107,766 | (1,466,271) | (113,806) | 51,623 | (62,183) | ||||||
| - |
|
| - |
| |||||||
Attributable to | - | |||||||||||
Controlling shareholders | (1,584,918) | 105,758 | (1,479,160) | (124,322) | 50,661 | (73,661) | ||||||
Non-controlling interest | 10,881 | 2,008 | 12,889 | 10,516 | 962 | 11,478 | ||||||
(1,574,037) | 107,766 | (1,466,271) | (113,806) | 51,623 | (62,183) |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | ||||||||||||
Net sales | April to June 2018 | April to June 2018 | April to June 2018 | January to March 2018 |
| January to March 2018 |
| January to March 2018 | ||||
Published | Adjustment | Restated | Published | Adjustment | Restated | |||||||
Brazil | 3,683,187 | - | 3,683,187 | 3,745,848 | - | 3,745,848 | ||||||
Halal | 2,103,687 | - | 2,103,687 | 1,838,178 | - | 1,838,178 | ||||||
International | 1,643,407 | - | 1,643,407 | 1,823,705 | - | 1,823,705 | ||||||
Southern Cone | ||||||||||||
In-natura | 226,131 | (26,994) | 199,137 | 234,224 | (12,931) | 221,293 | ||||||
Poultry | 69,313 | (26,994) | 42,319 | 81,425 | (12,931) | 68,494 | ||||||
Pork and other | 156,818 | - | 156,818 | 152,799 | - | 152,799 | ||||||
Processed | 325,334 | (84,414) | 240,920 | 339,169 | (41,606) | 297,563 | ||||||
Other sales | 23,305 | (2,446) | 20,859 | 18,591 | - | 18,591 | ||||||
574,770 | (113,854) | 460,916 | 591,984 | (54,537) | 537,447 | |||||||
Other segments | 176,022 | - | 176,022 | 203,318 | - | 203,318 | ||||||
8,181,073 | (113,854) | 8,067,219 | 8,203,033 | (54,537) | 8,148,496 | |||||||
Consolidated | ||||||||||||
April to June 2018 | April to June 2018 | April to June 2018 | January to March 2018 | January to March 2018 | January to March 2018 | |||||||
Published | Adjustment | Restated | Published | Adjustment | Restated | |||||||
Brazil | (56,113) | - | (56,113) | 155,390 | - | 155,390 | ||||||
Halal | (6,287) | - | (6,287) | 56,553 | - | 56,553 | ||||||
International | (190,741) | - | (190,741) | 82,012 | - | 82,012 | ||||||
Southern Cone | (21,448) | (23,718) | (45,166) | (16,446) | (11,362) | (27,808) | ||||||
Other segments | 16,531 | - | 16,531 | 36,503 | - | 36,503 | ||||||
Ingredients | 20,676 | - | 20,676 | 28,416 | - | 28,416 | ||||||
Other sales | (4,145) | - | (4,145) | 8,087 | - | 8,087 | ||||||
Sub total | (258,058) | (23,718) | (281,776) | 314,012 | (11,362) | 302,650 | ||||||
Corporate | (520,897) | - | (520,897) | (18,429) | - | (18,429) | ||||||
(778,955) | (23,718) | (802,673) | 295,583 | (11,362) | 284,221 |
133
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
38. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Board of Directors on November7, 2018.
BOARD OF DIRECTORS (1) |
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Chairman (Non-Independent) |
| Pedro Pullen Parente |
Vice-Chairman (Independent) Independent Member Independent Member Independent Member Independent Member Independent Member Independent Member Independent Member Member (Non-Independent) |
| Augusto Marques da Cruz Filho Dan Ioschpe Flávia Buarque de Almeida Francisco Petros O. L. Papathanasiadis José Luiz Osório de Almeida Filho Luiz Fernando Furlan Roberto Antonio Mendes Roberto Rodrigues Walter Malieni Júnior
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FISCAL COUNCIL |
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Chairman |
| Attílio Guaspari |
Member |
| Marcus Vinicius Severini |
Member |
| André Vicentini |
AUDIT COMITTEE |
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Comittee Coordinator(Independent) |
| Francisco Petros O. L. Papathanasiadis |
Member (Independent) Member (Non-Independent) External Member and Financial Specialist External Member |
| Roberto Antonio Mendes Walter Malieni Júnior Fernando Maida Dall`Acqua Sérgio Ricardo Silva Rosa |
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BOARD OF EXECUTIVE OFFICERS (1) |
|
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Global Chief Executive Officer |
|
Pedro Pullen Parente |
Global Chief Operating Officer, Vice President of Finance and Investor Relations |
| Lorival Nogueira Luz Júnior Elcio Ito |
Vice President of Operations and Procurement Officer |
| Vinícius Barbosa |
(1) On November 05, 2018, it was approved the extension of the office term from 180 days to 1 year of the current Chairman of the Board of Directors, Pedro Pullen Parente, cumulative with the position of the Global Chief Executive Officer.
Marcos Roberto Badollato |
| Joloir Nieblas Cavichini |
Controller |
| Accountant – CRC 1SP257406/O-5 |
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
Commentary about the company projections behavior |
In the period ended on September 30, 2018, company’s net leverage, measured by Net debt/Adjusted EBITDA, reached 6.74x. However, according to the Material Fact released to the market on June 29, 2018, the expectation from Administration is that this index reaches 4.35x by the end of 2018 and 3.00x by the end of 2019 in accordance with Operational and Financial Restructuring Plan. At this moment, there is no update in assumption from the Plan that changes the expectation released.
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
BREAKDOWN OF THE CAPITAL BY OWNER (NOT REVIEWED) |
The shareholding position of the controlling shareholders holders of more than 5% of the voting stock, management, members of the Board of Directors is presented below:
09.30.18 | 12.31.17 | |||||||
Shareholders | Quantity | % | Quantity | % | ||||
Major shareholders | ||||||||
Fundação Petrobras de Seguridade Social - Petros (1) | 93,024,957 | 11.45 | 92,716,266 | 11.41 | ||||
Caixa de Previd. dos Func. Do Banco do Brasil (1) | 86,583,952 | 10.66 | 86,605,452 | 10.66 | ||||
Aberdeen (1) | 40,748,226 | 5.02 | 40,748,226 | 5.02 | ||||
Management | ||||||||
Board of Directors | 6,170,783 | 0.76 | 41,220,470 | 5.07 | ||||
Executives | 213,888 | 0.03 | 157,546 | 0.02 | ||||
Treasury shares | 1,133,601 | 0.14 | 1,333,701 | 0.16 | ||||
Other | 584,597,839 | 71.94 | 549,691,585 | 67.66 | ||||
812,473,246 | 100.00 | 812,473,246 | 100.00 |
(1) The pension funds are controlled by employees that participate in the respective companies.
The Company is bound to arbitration in the Market Arbitration Chamber, as establishedby the arbitration clause in the by-laws.
136
A free translation from Portuguese into English of Independent Auditor's Report on Review of Quarterly Financial Information |
Report on Review of Interim Financial Information
To the Board of Directors and Shareholders of
BRF S.A.
Itajaí - SC
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of BRF S.A. (“Company”) contained in the Quarterly Information Form - ITR for the quarter ended September 30, 2018, which comprises the balance sheet as of September 30, 2018 and the respective statements of income (loss) and comprehensive income (loss) for the three and nine-month periods then ended and changes in equity and cash flows for the nine-month period then ended, including the explanatory notes.
The Company's management is responsible for the preparation of this individual and consolidated interim financial information in accordance with Technical Pronouncement CPC 21 (R1) – Interim Financial Reporting and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board – IASB, as well as for the presentation of this information in accordance with standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of Quarterly Information - ITR. Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with the Brazilian and International standards on review engagements of interim financial information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for the financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the audit standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the Quarterly Information referred to above has not been prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, issued by IASB, applicable to the preparation of Quarterly Information - ITR, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission.
137
A free translation from Portuguese into English of Independent Auditor's Report on Review of Quarterly Financial Information |
Emphasis of matter
We draw attention to explanatory notes 1.2, 1.3, 1.4 and 36.2 to the interim financial information, which discloses information about the events, the measures taken by the Company and the current and potential developments of the operations namedCarne Fraca andTrapaça, such as the establishment of the responsibility administrative process by the Office of the Comptroller General, which aims to investigate administrative responsibilities related to the facts object of the criminal suit related toCarne Fraca operation, and the U.S. Class Action. Considering the current stage of these matters, the Company is not able to reliably predict or measure the extension of financial and non-financial impacts resulting from the developments of such operations and, consequently, the record of additional potential losses which could cause material adverse effect in its financial condition, and its results and its cash flows in future periods. Our conclusion is unmodified in respect to this matter.
Other matters
Statements of Value Added
The individual and consolidated interim financial information, related to statements of value added for the nine-month period ended September 30, 2018, prepared under the responsibility of the Company's management, presented as supplementary information for the purposes of IAS 34, were submitted to the review procedures followed together with the review of the Quarterly Information – ITR of the Company. In order to form our conclusion, we evaluated whether these statements are reconciled to the interim financial information and to the accounting records, as applicable, and whether their form and content are in accordance with the criteria set on Technical Pronouncement CPC 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that it has not been prepared, in all material respects, consistent with the individual and consolidated interim financial information taken as a whole.
São Paulo, November 7, 2018
KPMG Auditores Independentes
CRC 2SP014428/O-6
Original report in Portuguese signed by
Guilherme Nunes
Accountant CRC 1SP195631/O-1
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
OPINION OF THE AUDIT COMMITTEE |
The Audit Committee of BRF S.A., in fulfilling its statutory and legal duties, reviewed:
(i) the quarterly financial information (parent company and consolidated) for the nine-month period ended on September 30, 2018;
(ii) the Management Report; and
(iii) opinion report issued by KPMG Auditores Independentes.
Based on the documents reviewed and on the explanations provided, the members of the Audit Committee, undersigned, issued an opinion for the approval of the financial information identified above.
São Paulo, November7, 2018.
Francisco Petros O. L. Papathanasiadis
Comittee Coordinator (Independent)
Roberto Antonio Mendes
Member (Independent)
Walter Malieni Júnior
Member (Non-Independent)
Fernando Maida Dall`Acqua
External Member and Financial Specialist
Sérgio Ricardo Silva Rosa
External Member
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ITR – Quarterly Information –September30, 2018 – BRF S.A.
STATEMENT OF EXECUTIVE BOARD ON THE QUARTELY FINANCIAL INFORMATION AND INDEPENDENT AUDITOR'S REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION |
In compliance with the dispositions of sections V and VI of article 25 of CVM Instruction No. 480/09, the executive board of BRF S.A., states:
(i) reviewed, discussed and agreed with the Company's quarterly financial information for the nine-month period ended on September 30, 2018, and
(ii) reviewed, discussed and agreed with conclusions expressed in the review report issued byKPMG Auditores Independentes for the Company's quarterly financial information for the nine-month period ended on September 30, 2018.
São Paulo, November 7, 2018.
Pedro Pullen Parente
Global Chief Executive Officer
Lorival Nogueira Luz Júnior
Global Chief Operating Officer
Elcio Ito
Vice President of Finance and Investor Relations
Vinicius Barbosa
Vice President of Operations and Procurement Officer
140