(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Index
|
Identification |
|
Capital Stock Breakdown | 2 |
Parent Company Financial Statements |
|
Statement of financial position - Assets | 3 |
Statement of financial position - 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 01/01/2019 to 03/31/2019 | 9 |
Statement of Changes in Shareholders' Equity - from 01/01/2018 to 03/31/2018 | 10 |
Statement of Added Value | 11 |
Consolidated Financial Statements |
|
Statement of financial position - Assets | 12 |
Statement of financial position - 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 01/01/2019 to 03/31/2019 | 18 |
Statement of Changes in Shareholders' Equity - from 01/01/2018 to 03/31/2018 | 19 |
Statement of Added Value | 20 |
Management Report | 21 |
Explanatory Notes | 43 |
Breakdown of the Capital by Owner | 123 |
Declarations and Opinion |
|
Independent Auditors' Report on Review of Quartely Financial Information | 124 |
Opinion of the Audit Committee | 126 |
Statement of Executive Board on the Quartely Financial Information and Independent Auditor's Report on Review of Interim Financial Information | 127 |
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Identification / Capital Stock Breakdown
|
Number of shares | Current Quarter |
(Units) | 03.31.19 |
Paid-in Capital | |
Common | 812,473,246 |
Preferred | - |
Total | 812,473,246 |
| |
Treasury Shares |
|
Common | 1,057,017 |
Preferred | - |
Total | 1,057,017 |
2
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Parent Company FS / Statement of financial position - Assets (in thousands of Brazilian Reais)
|
Account | Account Description | Current Quarter |
| Previous Year |
1 | Total Assets | 42,125,829 | 40,280,985 | |
1.01 | Current Assets | 15,969,550 | 15,988,059 | |
1.01.01 | Cash and Cash Equivalents | 1,907,479 | 3,826,698 | |
1.01.02 | Marketable Securities | 380,411 | 303,613 | |
1.01.02.01 | Financial Investments Evaluated at Fair Value through Profit and Loss | 380,411 | 303,613 | |
1.01.02.01.01 | Held for Trading | 380,411 | 295,699 | |
1.01.02.01.03 | Measured at Fair Value through Profit and Loss | - | 7,914 | |
1.01.03 | Trade Accounts Receivable | 7,136,229 | 5,391,145 | |
1.01.03.01 | Trade Accounts Receivable | 7,028,111 | 5,280,864 | |
1.01.03.02 | Other Receivables | 108,118 | 110,281 | |
1.01.04 | Inventories | 3,043,131 | 2,916,873 | |
1.01.05 | Biological Assets | 1,475,809 | 1,459,804 | |
1.01.06 | Recoverable Taxes | 866,153 | 750,456 | |
1.01.06.01 | Current Recoverable Taxes | 866,153 | 750,456 | |
1.01.06.01.01 | Income and social contribution tax (IR/CS) | 374,807 | 410,340 | |
1.01.06.01.03 | Recoverable Taxes | 514,647 | 363,273 | |
1.01.06.01.04 | Provision for losses | (23,301) | (23,157) | |
1.01.08 | Other Current Assets | 1,160,338 | 1,339,470 | |
1.01.08.02 | Assets of Discontinued Operations | 151,529 | 371,187 | |
1.01.08.02.01 | Assets Held for Sale | 131,414 | 131,406 | |
1.01.08.02.02 | Assets of Discontinued Operations | 20,115 | 239,781 | |
1.01.08.03 | Other | 1,008,809 | 968,283 | |
1.01.08.03.01 | Interest on Shareholders' Equity Receivable | 1,178 | 1,178 | |
1.01.08.03.02 | Derivative Financial Instruments | 131,703 | 177,344 | |
1.01.08.03.06 | Restricted Cash | 354,268 | 256,284 | |
1.01.08.03.10 | Other | 521,660 | 533,477 | |
1.02 | Non-current Assets | 26,156,279 | 24,292,926 | |
1.02.01 | Non-current Assets | 7,126,076 | 7,264,482 | |
1.02.01.01 | Financial Instruments Evaluted at Fair Value through Profit and Loss | 122,335 | 90,567 | |
1.02.01.01.01 | Held for Trading | 15,450 | 14,699 | |
1.02.01.01.02 | Available for Sale | 106,885 | 75,868 | |
1.02.01.02 | Financial Instruments Evaluted at Fair Value through Other Comprehensive Income | - | 87,697 | |
1.02.01.02.01 | Available for Sale | - | 87,697 | |
1.02.01.03 | Trade Accounts Receivable | 90,224 | 96,923 | |
1.02.01.03.01 | Trade Accounts Receivable | 7,250 | 7,964 | |
1.02.01.03.02 | Other Receivables | 82,974 | 88,959 | |
1.02.01.05 | Biological Assets | 989,443 | 999,396 | |
1.02.01.06 | Deferred Taxes | 1,787,857 | 1,517,576 | |
1.02.01.06.01 | Deferred Income Tax and Social Contribution | 1,787,857 | 1,517,576 | |
1.02.01.09 | Other Non-current Assets | 4,136,217 | 4,472,323 | |
1.02.01.09.03 | Judicial Deposits | 677,140 | 669,098 | |
1.02.01.09.04 | Income and social contribution tax (IR/CS) | 15,795 | 15,794 | |
1.02.01.09.05 | Provision for losses from Income and social contribution tax (IR/CS) | (8,985) | (8,985) | |
1.02.01.09.06 | Recoverable Taxes | 3,131,165 | 3,292,763 | |
1.02.01.09.07 | Provision for losses | (146,691) | (152,763) | |
1.02.01.09.09 | Restricted Cash | 390,046 | 584,300 | |
1.02.01.09.10 | Other | 77,747 | 72,116 | |
1.02.02 | Investments | 4,143,149 | 4,043,558 | |
1.02.02.01 | Investments | 4,143,149 | 4,043,558 | |
1.02.02.01.01 | Equity in Associates | 4,328 | 12,446 | |
1.02.02.01.02 | Interest on Wholly-owned Subsidiaries | 4,138,238 | 4,030,005 | |
1.02.02.01.04 | Other | 583 | 1,107 | |
1.02.03 | Property, Plant and Equipment, Net | 11,672,104 | 9,831,173 | |
1.02.03.01 | Property, Plant and Equipment in Operation | 9,125,140 | 9,205,965 | |
1.02.03.02 | Right of Use in Progress | 2,182,844 | 206,578 | |
1.02.03.03 | Property, Plant and Equipment in Progress | 364,120 | 418,630 | |
1.02.04 | Intangible | 3,214,950 | 3,153,713 | |
1.02.04.01 | Intangible | 3,214,950 | 3,153,713 | |
1.02.04.01.02 | Software | 193,622 | 173,472 | |
1.02.04.01.03 | Trademarks | 1,152,885 | 1,152,885 | |
1.02.04.01.04 | Goodwill | 1,783,655 | 1,783,655 | |
1.02.04.01.05 | Software Leased | 43,962 | 10,938 | |
1.02.04.01.08 | Other | 40,826 | 32,763 |
See accompanying notes to the consolidated financial statements.
3
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Parent Company FS / Statement of financial position - Liabilities (in thousands of Brazilian Reais)
|
Account | Account Description | Current Quarter |
| Previous Year |
2 | Total Liabilities | 42,125,829 |
| 40,280,985 |
2.01 | Current Liabilities | 15,870,859 | 14,857,202 | |
2.01.01 | Social and Labor Obligations | 214,348 | 231,808 | |
2.01.01.01 | Social Obligations | 83,135 | 95,036 | |
2.01.01.02 | Labor Obligations | 131,213 | 136,772 | |
2.01.02 | Trade Accounts Payable | 5,965,483 | 5,730,764 | |
2.01.02.01 | Domestic Suppliers | 5,442,719 | 5,185,428 | |
2.01.02.01.01 | Domestic Suppliers | 4,451,110 | 4,394,381 | |
2.01.02.01.02 | Supply Chain Finance | 532,368 | 715,335 | |
2.01.02.01.03 | Leasing Liability | 459,241 | 75,712 | |
2.01.02.02 | Foreign Suppliers | 522,764 | 545,336 | |
2.01.02.02.01 | Foreign Suppliers | 367,040 | 374,888 | |
2.01.02.02.02 | Supply Chain Finance | 155,724 | 170,448 | |
2.01.03 | Tax Obligations | 202,622 | 262,055 | |
2.01.03.01 | Federal Tax Obligations | 47,213 | 70,159 | |
2.01.03.01.02 | Other Federal | 47,213 | 70,159 | |
2.01.03.02 | State Tax Obligations | 152,530 | 188,910 | |
2.01.03.03 | Municipal Tax Obligations | 2,879 | 2,986 | |
2.01.04 | Short Term Debts | 4,570,885 | 3,689,173 | |
2.01.04.01 | Short Term Debts | 4,570,885 | 3,689,173 | |
2.01.04.01.01 | Local Currency | 3,893,500 | 3,077,081 | |
2.01.04.01.02 | Foreign Currency | 677,385 | 612,092 | |
2.01.05 | Other Obligations | 3,981,688 | 4,065,244 | |
2.01.05.01 | Advances from related parties | 3,432,795 | 3,416,713 | |
2.01.05.01.04 | Advances from related parties | 3,432,795 | 3,416,713 | |
2.01.05.02 | Other | 548,893 | 648,531 | |
2.01.05.02.01 | Dividends and Interest on Shareholders' Equity Payable | 538 | 1,018 | |
2.01.05.02.04 | Derivative Financial Instruments | 141,998 | 224,331 | |
2.01.05.02.05 | Management and Employees Profit Sharing | 41,348 | 54,350 | |
2.01.05.02.08 | Other Obligations | 365,009 | 368,832 | |
2.01.06 | Provisions | 935,833 | 878,145 | |
2.01.06.01 | Tax, Social Security, Labor and Civil Risk Provisions | 501,699 | 491,756 | |
2.01.06.01.01 | Tax Risk Provisions | 98,035 | 88,885 | |
2.01.06.01.02 | Social Security and Labor Risk Provisions | 327,199 | 307,045 | |
2.01.06.01.04 | Civil Risk Provisions | 76,465 | 95,826 | |
2.01.06.02 | Other Provisons | 434,134 | 386,389 | |
2.01.06.02.04 | Vacations & Christmas Bonuses Provisions | 343,124 | 295,379 | |
2.01.06.02.05 | Employee Benefits Provisions | 91,010 | 91,010 | |
2.01.07 | Liabilities of Discontinued Operations | - | 13 | |
2.01.07.01 | Liabilities of Discontinued Operations | - | 13 | |
2.02 | Non-current Liabilities | 19,493,187 | 18,459,156 | |
2.02.01 | Long-term Debt | 14,590,002 | 15,354,273 | |
2.02.01.01 | Long-term Debt | 14,590,002 | 15,354,273 | |
2.02.01.01.01 | Local Currency | 6,778,820 | 7,550,060 | |
2.02.01.01.02 | Foreign Currency | 7,811,182 | 7,804,213 | |
2.02.02 | Other Obligations | 3,746,308 | 1,937,199 | |
2.02.02.01 | Liabilities with Related Parties | 1,260,092 | 1,169,507 | |
2.02.02.01.04 | Advances from Related Parties and Other Liabilities | 1,260,092 | 1,169,507 | |
2.02.02.02 | Other | 2,486,216 | 767,692 | |
2.02.02.02.06 | Suppliers | 10,961 | 12,803 | |
2.02.02.02.07 | Leasing Liability | 1,818,051 | 167,041 | |
2.02.02.02.08 | Other Obligations | 657,204 | 587,848 |
See accompanying notes to the consolidated financial statements.
4
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Parent Company FS / Statement of financial position - Liabilities (in thousands of Brazilian Reais)
|
Account | Account Description | Current Quarter |
| Previous Year |
2.02.04 | Provisions | 1,156,877 | 1,167,684 | |
2.02.04.01 | Tax, Social Security, Labor and Civil Risk Provisions | 833,000 | 854,329 | |
2.02.04.01.01 | Provisions for Tax Contingencies | 138,714 | 141,265 | |
2.02.04.01.02 | Social Security and Labor Risk Provisions | 132,267 | 159,668 | |
2.02.04.01.04 | Provisions for Civil Contingencies | 207,342 | 183,765 | |
2.02.04.01.05 | Contingent Liability | 354,677 | 369,631 | |
2.02.04.02 | Other Provisons | 323,877 | 313,355 | |
2.02.04.02.04 | Employee Benefits Plans | 323,877 | 313,355 | |
2.03 | Shareholders' Equity | 6,761,783 | 6,964,627 | |
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 | 71,743 | 58,678 | |
2.03.02.01 | Goodwill on the Shares Issuance | 166,192 | 166,192 | |
2.03.02.04 | Granted Options | 275,349 | 262,306 | |
2.03.02.05 | Treasury Shares | (56,654) | (56,676) | |
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) | |
2.03.02.10 | Gain (Loss) by Change of Participation of Controlling Entities | (220) | (220) | |
2.03.05 | Accumulated Earnings (Losses) | (5,279,938) | (4,279,003) | |
2.03.08 | Other Comprehensive Loss | (490,493) | (1,275,519) | |
2.03.08.01 | Derivative Financial Intruments | (381,926) | (396,165) | |
2.03.08.02 | Financial Instruments (Fair Value through Other Comprehensive Income) | (37,042) | (98,451) | |
2.03.08.03 | Cumulative Translation Adjustments of Foreign Currency | (44,355) | (752,815) | |
2.03.08.04 | Actuarial Gain (Losses) | (27,170) | (28,088) |
See accompanying notes to the consolidated financial statements.
5
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Parent Company FS / Statement of Income (in thousands of Brazilian Reais)
|
Account | Account Description | Accumulated |
| Accumulated |
3.01 | Net Sales | 6,417,946 | 5,910,033 | |
3.02 | Cost of Goods Sold | (5,269,824) | (4,981,941) | |
3.03 | Gross Profit | 1,148,122 | 928,092 | |
3.04 | Operating (Expenses) Income | (873,833) | (648,881) | |
3.04.01 | Selling | (900,491) | (746,924) | |
3.04.02 | General and Administrative | (91,680) | (53,456) | |
3.04.03 | Impairment Loss on Trade and Other Receivables | (6,538) | (9,442) | |
3.04.04 | Other Operating Income | 37,019 | 90,170 | |
3.04.05 | Other Operating Expenses | (124,511) | (66,602) | |
3.04.06 | Income from Associates and Joint Ventures | 212,368 | 137,373 | |
3.05 | Income Before Financial and Tax Results | 274,289 | 279,211 | |
3.06 | Financial Results | (576,489) | (515,657) | |
3.06.01 | Financial Income | 87,091 | 190,845 | |
3.06.02 | Financial Expenses | (663,580) | (706,502) | |
3.07 | Loss Before Taxes | (302,200) | (236,446) | |
3.08 | Income and Social Contribution | 190,137 | 84,590 | |
3.08.02 | Deferred | 190,137 | 84,590 | |
3.09 | Loss from Continued Operations | (112,063) | (151,856) | |
3.10 | Net Income/Loss from Discontinued Operations | (888,872) | 78,195 | |
3.10.01 | Net Income/Loss of Discontinued Operations, Net | (888,872) | 78,195 | |
3.11 | Loss | (1,000,935) | (73,661) | |
3.99 | Earnings per Share - (Brazilian Reais/Share) | |||
3.99.01 | Earnings per Share - Basic | |||
3.99.01.01 | ON | (1.23357) | (0.09081) | |
3.99.02 | Earning per Share - Diluted | |||
3.99.02.01 | ON | (1.23357) | (0.09081) |
See accompanying notes to the consolidated financial statements
6
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Parent Company FS / Statement of Comprehensive Income (in thousands of Brazilian Reais)
|
Account | Account Description | Accumulated |
| Accumulated |
4.01 | Loss | (1,000,935) | (73,661) | |
4.02 | Other Comprehensive Income | 785,026 | 16,673 | |
4.02.01 | Gains (Losses) in Foreign Currency Translation Adjustments | 708,460 | (4,386) | |
4.02.03 | Losses on Marketable Securities at FVTOCI | 85,470 | (92,771) | |
4.02.04 | Taxes on Unrealized Losses on Marketable Securities at FVTOCI | (24,061) | 30,120 | |
4.02.05 | Unrealized Gains on Cash Flow Hedge | 20,673 | 119,985 | |
4.02.06 | Taxes on Unrealized Gains on Cash Flow Hedge | (6,434) | (39,509) | |
4.02.07 | Actuarial Gains on Pension and Post-employment Plans | 2,374 | 5,520 | |
4.02.08 | Taxes on Realized Gains on Pension Post-employment Plans | (1,456) | (2,286) | |
4.03 | Comprehensive Income (Loss) | (215,909) | (56,988) |
See accompanying notes to the consolidated financial statements.
7
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Parent Company FS / Statement of Cash Flows (Indirect method) (in thousands of Brazilian Reais)
|
Account | Account Description | Accumulated |
| Accumulated |
6.01 | Operating Activities from Continued Operations | (2,048,877) | (1,161,865) | |
6.01.01 | Cash from Operations | 687,082 | 606,224 | |
6.01.01.01 | Loss of continuing operations | (112,063) | (151,856) | |
6.01.01.03 | Depreciation and Amortization | 317,659 | 189,142 | |
6.01.01.04 | Depreciation and Depletion of Biological Assets | 177,166 | 148,276 | |
6.01.01.05 | Loss on Disposals of Property, Plant and Equipments | (10,245) | (2,622) | |
6.01.01.08 | Deferred Income Tax | (190,137) | (84,590) | |
6.01.01.09 | Provision for Tax, Civil and Labor Risks | 62,798 | 24,558 | |
6.01.01.10 | Financial Results, Net | 576,489 | 515,657 | |
6.01.01.11 | Income from Associates and Joint Ventures | (212,368) | (137,373) | |
6.01.01.12 | Provision for Losses in Inventories | 38,640 | 45,985 | |
6.01.01.17 | Others | 39,143 | 59,047 | |
6.01.02 | Changes in Operating Assets and Liabilities | (2,823,457) | (2,101,486) | |
6.01.02.01 | Trade Accounts Receivable | (1,786,735) | 1,502,166 | |
6.01.02.02 | Inventories | (118,813) | (70,447) | |
6.01.02.03 | Trade Accounts Payable | (70,695) | (486,929) | |
6.01.02.05 | Supply Chain Finance | (197,691) | (48,219) | |
6.01.02.06 | Payment of Tax, Civil and Labor Risks Provisions | (79,219) | (83,078) | |
6.01.02.07 | Others Operating Assets and Liabilities | (410,175) | (2,865,178) | |
6.01.02.08 | Investment in Securities at FVTPL | (89,046) | - | |
6.01.02.09 | Redemption of Securities at FVTPL | 10,766 | 13,428 | |
6.01.02.13 | Payment of Interest | (105,364) | (98,932) | |
6.01.02.15 | Interest on Shareholders' Equity Received | 8,247 |
| 6,189 |
6.01.02.16 | Biological assets - Current | (16,005) | (8,774) | |
6.01.02.17 | Interest received | 31,273 | 38,288 | |
6.01.03 | Other | 87,498 | 333,397 | |
6.01.03.01 | Net Cash Provided by Operating Activities from Discontinued Operations | 87,498 | 333,397 | |
6.02 | Net Cash provided by (used in) Investing Activities | 324,399 | (565,244) | |
6.02.02 | Redemptions of Securities at Amortized Cost | 89,046 | - | |
6.02.04 | Redemptions of Securities at FVTOCI | 11,034 | - | |
6.02.05 | Redemptions (Investments) in Restricted Cash | 110,846 | (303,787) | |
6.02.06 | Additions to Property, Plant and Equipment | (71,240) | (133,162) | |
6.02.07 | Receivable from Disposals of Property, Plant and Equipment | 372,145 | 19,775 | |
6.02.09 | Additions to Intangible | (23,043) | (5,597) | |
6.02.10 | Additions to Biological Assets - Non-current | (164,260) | (142,178) | |
6.02.11 | Sale (aquisition) of Participation in Joint Ventures and Associated Entities | (129) | (295) | |
6.03 | Net Cash Used in Financing Activities | (201,962) | (29,155) | |
6.03.01 | Proceeds from Debt Issuance | 904,600 | 239,676 | |
6.03.02 | Payment of Debt | (987,136) | (248,303) | |
6.03.11 | Lease | (119,426) | (20,528) | |
6.04 | Exchange Rate Variation on Cash and Cash Equivalents | 7,221 | (2,766) | |
6.05 | Increase (Decrease) in Cash and Cash Equivalents | (1,919,219) | (1,759,030) | |
6.05.01 | At the Beginning of the Period | 3,826,698 | 3,584,701 | |
6.05.02 | At the End of the Peiod | 1,907,479 | 1,825,671 |
See accompanying notes to the consolidated financial statements.
8
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Parent Company FS / Statement of Changes in Shareholders' Equity for the Period from 01/01/2019 to 03/31/2019 (in thousands of Brazilian Reais)
|
Account | Account Description | Paid-in Capital |
| Capital Reserves, |
| Profit Reserves |
| Retained |
| Other |
| Shareholders' |
5.01 | Balance at January 1, 2019 | 12,460,471 | 58,678 | - | (4,279,003) | (1,275,519) | 6,964,627 | |||||
5.02 | Previous Year Adjustment | - | - | - | - | - | - | |||||
5.03 | Opening Balance Adjusted | 12,460,471 | 58,678 | - | (4,279,003) | (1,275,519) | 6,964,627 | |||||
5.04 | Share-based Payments | - | 13,065 | - | - | - | 13,065 | |||||
5.04.03 | Options Granted | - | 13,043 | - | - | - | 13,043 | |||||
5.04.05 | Treasury Shares Sold | - | 22 | - | - | - | 22 | |||||
5.05 | Total Comprehensive Loss | - | - | - | (1,000,935) | 785,026 | (215,909) | |||||
5.05.01 | Loss for the Period | - | - | - | (1,000,935) | - | (1,000,935) | |||||
5.05.02 | Other Comprehensive Loss | - | - | - | - | 785,026 | 785,026 | |||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 20,673 | 20,673 | |||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (6,434) | (6,434) | |||||
5.05.02.06 | Unrealized Losses on Marketable Securities at FVTOCI | - | - | - | - | 85,470 | 85,470 | |||||
5.05.02.07 | Tax on Unrealized Losses on Marketable Securities at FVTOCI | - | - | - | - | (24,061) | (24,061) | |||||
5.05.02.08 | Actuarial Gains on Pension and Post-employment Plans | - | - | - | - | 918 | 918 | |||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | 708,460 | 708,460 | |||||
5.07 | Balance at March 31, 2019 | 12,460,471 | 71,743 | - | (5,279,938) | (490,493) | 6,761,783 |
See accompanying notes to the consolidated financial statements.
9
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Parent CompanyFS / Statement of Changes in Shareholders’ Equity for the Period from 01/01/2018 to 03/31/2018 (in thousands of Brazilian Reais)
|
Account | Account Description | Paid-in Capital |
| Capital Reserves, |
| Profit Reserves |
| Retained |
| Other |
| Shareholders' |
5.01 | Balance at January 1, 2018 | 12,460,471 | 43,614 | 101,367 | - | (1,405,241) | 11,200,211 | |||||
5.02 | Ajustes de Exercícios Anteriores | - | - | - | (15,696) | - | (15,696) | |||||
5.02.01 | Adoption of IFRS 9 | - | - | - | (15,696) | - | (15,696) | |||||
5.03 | Opening Balance Adjusted | 12,460,471 | 43,614 | 101,367 | (15,696) | (1,405,241) | 11,184,515 | |||||
5.04 | Share-based Payments | - | (470) | - | - | - | (470) | |||||
5.04.03 | Options Granted | - | (470) | - | - | - | (470) | |||||
5.05 | Total Comprehensive Loss | - | - | - | (73,661) | 16,673 | (56,988) | |||||
5.05.01 | Loss for the Period | - | - | - | (73,661) | - | (73,661) | |||||
5.05.02 | Other Comprehensive Loss | - | - | - | - | 16,673 | 16,673 | |||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 119,985 | 119,985 | |||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (39,509) | (39,509) | |||||
5.05.02.06 | Unrealized Losses on Marketable Securities at FVTOCI | - | - | - | - | (92,771) | (92,771) | |||||
5.05.02.07 | Tax on Unrealized Losses on Marketable Securities at FVTOCI | 30,120 | 30,120 | |||||||||
5.05.02.08 | Actuarial gains on pension and post-employment plans | - | - | - | - | 3,234 | 3,234 | |||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (4,386) | (4,386) | |||||
5.07 | Balance at March 31, 2018 | 12,460,471 | 43,144 | 101,367 | (89,357) | (1,388,568) | 11,127,057 |
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 – March 31, 2019 – BRF S.A.
Parent CompanyFS / Statement of Added Value (in thousands of Brazilian Reais)
|
Account | Account Description | Accumulated |
| Accumulated |
7.01 | Revenues | 7,185,354 | 6,723,544 | |
7.01.01 | Sales of Goods, Products and Services | 7,155,673 | 6,628,935 | |
7.01.02 | Other Income | (37,436) | (25,665) | |
7.01.03 | Revenue Related to Construction of Own Assets | 71,134 | 126,369 | |
7.01.04 | Allowance for Doubtful Accounts | (4,017) | (6,095) | |
7.02 | Raw Material Acquired from Third Parties | (4,632,990) | (4,548,127) | |
7.02.01 | Costs of Products and Goods Sold | (3,992,809) | (3,993,258) | |
7.02.02 | Materials, Energy, Third Parties Services and Other | (675,531) | (587,179) | |
7.02.03 | Reversal (Provision) for Inventories Losses | 35,350 | 32,310 | |
7.03 | Gross Added Value | 2,552,364 | 2,175,417 | |
7.04 | Retentions | (494,825) | (337,418) | |
7.04.01 | Depreciation, Amortization and Exhaustion | (494,825) | (337,418) | |
7.05 | Net Added Value | 2,057,539 | 1,837,999 | |
7.06 | Received from Third Parties | 299,213 | 328,756 | |
7.06.01 | Income from Associates and Joint Ventures | 212,368 | 137,373 | |
7.06.02 | Financial Income | 87,091 | 190,845 | |
7.06.03 | Other | (246) | 538 | |
7.07 | Added Value to be Distributed | 2,356,752 | 2,166,755 | |
7.08 | Distribution of Added Value | 2,356,752 | 2,166,755 | |
7.08.01 | Payroll | 1,124,339 | 841,658 | |
7.08.01.01 | Salaries | 834,417 | 602,321 | |
7.08.01.02 | Benefits | 233,443 | 189,850 | |
7.08.01.03 | Government Severance Indemnity Fund for Employees | 56,479 | 49,487 | |
7.08.02 | Taxes, Fees and Contributions | 645,227 | 717,692 | |
7.08.02.01 | Federal | 173,364 | 260,483 | |
7.08.02.02 | State | 461,379 | 448,819 | |
7.08.02.03 | Municipal | 10,484 | 8,390 | |
7.08.03 | Capital Remuneration from Third Parties | 699,249 | 759,261 | |
7.08.03.01 | Interests | 668,882 | 711,051 | |
7.08.03.02 | Rents | 30,367 | 48,210 | |
7.08.04 | Interest on Own Capital | (112,063) | (151,856) | |
7.08.04.03 | Loss of the Period | (112,063) | (151,856) |
See accompanying notes to the consolidated financial statements.
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Consolidated FS / Statement of financial position - Assets (in thousands of Brazilian Reais)
|
Account | Account Description | Current Quarter |
| Previous Year |
1 | Total Assets | 42,888,359 | 42,382,377 | |
1.01 | Current Assets | 17,561,690 | 19,030,900 | |
1.01.01 | Cash and Cash Equivalents | 4,494,913 | 4,869,562 | |
1.01.02 | Marketable Securities | 588,961 | 507,035 | |
1.01.02.01 | Measured at Fair Value through Profit and Loss | 398,209 | 320,011 | |
1.01.02.01.01 | Held for Trading | 381,149 | 295,699 | |
1.01.02.01.03 | Measured at Fair Value through Profit and Loss | 17,060 | 24,312 | |
1.01.02.02 | Financial Instruments Evaluted at Fair Value through Other Comprehensive Income | 190,752 | 187,024 | |
1.01.02.02.01 | Evaluated at Amortized Cost | 190,752 | 187,024 | |
1.01.03 | Trade Accounts Receivable | 2,519,063 | 2,720,041 | |
1.01.03.01 | Trade Accounts Receivable | 2,406,148 | 2,604,928 | |
1.01.03.02 | Other Receivables | 112,915 | 115,113 | |
1.01.04 | Inventories | 4,057,453 | 3,877,294 | |
1.01.05 | Biological Assets | 1,538,434 | 1,513,133 | |
1.01.06 | Recoverable Taxes | 1,169,823 | 1,066,872 | |
1.01.06.01 | Current Recoverable Taxes | 1,169,823 | 1,066,872 | |
1.01.06.01.01 | Income and social contribution tax (IR/CS) | 478,627 | 506,483 | |
1.01.06.01.03 | Recoverable Taxes | 714,497 | 583,551 | |
1.01.06.01.04 | Provision for losses | (23,301) | (23,162) | |
1.01.08 | Other Current Assets | 3,193,043 | 4,476,963 | |
1.01.08.02 | Assets of Discontinued Operations | 1,971,782 | 3,326,305 | |
1.01.08.02.01 | Assets Held for Sale | 161,484 | 169,798 | |
1.01.08.02.02 | Assets of Discontinued Operations | 1,810,298 | 3,156,507 | |
1.01.08.03 | Other | 1,221,261 | 1,150,658 | |
1.01.08.03.01 | Interest on Shareholders' Equity Receivable | 3,152 | 7,304 | |
1.01.08.03.02 | Derivative Financial Instruments | 138,156 | 182,339 | |
1.01.08.03.06 | Restricted Cash | 374,663 | 277,321 | |
1.01.08.03.10 | Other | 705,290 | 683,694 | |
1.02 | Non-current Assets | 25,326,669 | 23,351,477 | |
1.02.01 | Non-current Assets | 7,494,278 | 7,549,076 | |
1.02.01.01 | Financial Instruments Evaluated at Fair Value through Profit and Loss | 232,045 | 146,254 | |
1.02.01.01.01 | Held for Trading | 15,450 | 14,699 | |
1.02.01.01.02 | Available for Sale | 216,595 | 131,555 | |
1.02.01.02 | Financial Instruments Evaluted at Fair Value through Other Comprehensive Income | 59,072 | 144,371 | |
1.02.01.02.01 | Available for Sale | 59,072 | 144,371 | |
1.02.01.03 | Trade Accounts Receivable | 90,224 | 96,922 | |
1.02.01.03.01 | Trade Accounts Receivable | 7,250 | 7,963 | |
1.02.01.03.02 | Other Receivables | 82,974 | 88,959 | |
1.02.01.05 | Biological Assets | 1,056,024 | 1,061,314 | |
1.02.01.06 | Deferred Taxes | 1,816,701 | 1,519,652 | |
1.02.01.06.01 | Deferred Income Tax and Social Contribution | 1,816,701 | 1,519,652 | |
1.02.01.09 | Other Non-current Assets | 4,240,212 | 4,580,563 | |
1.02.01.09.03 | Judicial Deposits | 677,145 | 669,098 | |
1.02.01.09.04 | Income and social contribution tax (IR/CS) | 16,940 | 16,275 | |
1.02.01.09.05 | Provision for losses from Income and social contribution tax (IR/CS) | (9,029) | (9,029) | |
1.02.01.09.06 | Recoverable Taxes | 3,133,716 | 3,295,310 | |
1.02.01.09.07 | Provision for losses | (146,721) | (152,763) | |
1.02.01.09.09 | Restricted Cash | 390,046 | 584,300 | |
1.02.01.09.10 | Other | 178,115 | 177,372 | |
1.02.02 | Investments | 77,613 | 86,005 | |
1.02.02.01 | Investments | 70,619 | 78,719 | |
1.02.02.01.01 | Equity in Associates | 70,028 | 77,605 | |
1.02.02.01.04 | Other | 591 | 1,114 | |
1.02.02.02 | Investments Property | 6,994 | 7,286 | |
1.02.02.02.01 | Investments Property | 6,994 | 7,286 | |
1.02.03 | Property, Plant and Equipment, Net | 12,727,224 | 10,696,998 | |
1.02.03.01 | Property, Plant and Equipment in Operation | 9,959,997 | 10,080,724 | |
1.02.03.02 | Right of Use in Progress | 2,402,029 | 206,578 | |
1.02.03.03 | Property, Plant and Equipment in Progress | 365,198 | 409,696 | |
1.02.04 | Intangible | 5,027,554 | 5,019,398 | |
1.02.04.01 | Intangible | 5,027,554 | 5,019,398 | |
1.02.04.01.02 | Software | 222,213 | 205,148 | |
1.02.04.01.03 | Trademarks | 1,325,337 | 1,336,162 | |
1.02.04.01.04 | Goodwill | 2,689,476 | 2,694,965 | |
1.02.04.01.05 | Software Leased | 43,963 | 10,938 | |
1.02.04.01.08 | Other | 746,565 | 772,185 |
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 – March 31, 2019 – BRF S.A.
Consolidated FS / Statement of financial position -Liabilities (in thousands of Brazilian Reais)
|
Account | Account Description | Current Quarter |
| Previous Year |
2 | Total Liabilities | 42,888,359 |
| 42,382,377 |
2.01 | Current Liabilities | 14,522,738 | 14,488,640 | |
2.01.01 | Social and Labor Obligations | 229,135 | 248,567 | |
2.01.01.01 | Social Obligations | 90,496 | 100,586 | |
2.01.01.02 | Labor Obligations | 138,639 | 147,981 | |
2.01.02 | Trade Accounts Payable | 6,748,132 | 6,438,217 | |
2.01.02.01 | Domestic Suppliers | 5,446,327 | 5,188,331 | |
2.01.02.01.01 | Domestic Suppliers | 4,454,718 | 4,397,284 | |
2.01.02.01.02 | Supply Chain Finance | 532,368 | 715,335 | |
2.01.02.01.03 | Leasing Liability | 459,241 | 75,712 | |
2.01.02.02 | Foreign Suppliers | 1,301,805 | 1,249,886 | |
2.01.02.02.01 | Foreign Suppliers | 1,059,004 | 1,079,438 | |
2.01.02.02.02 | Supply Chain Finance | 155,724 | 170,448 | |
2.01.02.02.03 | Leasing Liability | 87,077 | - | |
2.01.03 | Tax Obligations | 344,049 | 402,971 | |
2.01.03.01 | Federal Tax Obligations | 138,098 | 146,893 | |
2.01.03.01.01 | Income and Social Contribution Payable | 89,346 | 74,392 | |
2.01.03.01.02 | Other Federal | 48,752 | 72,501 | |
2.01.03.02 | State Tax Obligations | 203,064 | 253,093 | |
2.01.03.03 | Municipal Tax Obligations | 2,887 | 2,985 | |
2.01.04 | Short Term Debts | 5,071,402 | 4,547,389 | |
2.01.04.01 | Short Term Debts | 5,071,402 | 4,547,389 | |
2.01.04.01.01 | Local Currency | 3,893,500 | 3,077,080 | |
2.01.04.01.02 | Foreign Currency | 1,177,902 | 1,470,309 | |
2.01.05 | Other Obligations | 762,182 | 823,206 | |
2.01.05.02 | Other | 762,182 | 823,206 | |
2.01.05.02.01 | Dividends and Interest on Shareholders' Equity Payable | 537 | 6,247 | |
2.01.05.02.04 | Derivative Financial Instruments | 155,074 | 235,035 | |
2.01.05.02.05 | Management and Employees Profit Sharing | 42,522 | 63,653 | |
2.01.05.02.08 | Other Obligations | 564,049 | 518,271 | |
2.01.06 | Provisions | 958,593 | 896,761 | |
2.01.06.01 | Tax, Social Security, Labor and Civil Risk Provisions | 505,494 | 495,584 | |
2.01.06.01.01 | Tax Risk Provisions | 98,035 | 88,884 | |
2.01.06.01.02 | Social Security and Labor Risk Provisions | 328,645 | 308,845 | |
2.01.06.01.04 | Civil Risk Provisions | 78,814 | 97,855 | |
2.01.06.02 | Other Provisons | 453,099 | 401,177 | |
2.01.06.02.04 | Vacations & Christmas Bonuses Provisions | 358,350 | 306,449 | |
2.01.06.02.05 | Employee Benefits Provisions | 94,749 | 94,728 | |
2.01.07 | Liabilities of Discontinued Operations | 409,245 | 1,131,529 | |
2.01.07.01 | Liabilities of Discontinued Operations | 409,245 | 1,131,529 | |
2.02 | Non-current Liabilities | 21,066,462 | 20,361,960 | |
2.02.01 | Long-term Debt | 16,549,042 | 17,618,055 | |
2.02.01.01 | Long-term Debt | 16,549,042 | 17,618,055 | |
2.02.01.01.01 | Local Currency | 6,778,820 | 7,550,060 | |
2.02.01.01.02 | Foreign Currency | 9,770,222 | 10,067,995 | |
2.02.02 | Other Obligations | 3,200,628 | 1,450,041 | |
2.02.02.02 | Other | 3,200,628 | 1,450,041 | |
2.02.02.02.06 | Suppliers | 10,961 | 12,803 | |
2.02.02.02.07 | Leasing Liability | 1,955,352 | 167,041 | |
2.02.02.02.08 | Other Obligations | 1,234,315 | 1,270,197 | |
2.02.03 | Deferred Taxes | 92,515 | 65,774 | |
2.02.03.01 | Deferred Income Tax and Social Contribution | 92,515 | 65,774 |
See accompanying notes to the consolidated financial statements.
13
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Consolidated FS / Statement of financial position -Liabilities (in thousands of Brazilian Reais)
|
Account | Account Description | Current Quarter |
| Previous Year |
2.02.04 | Provisions | 1,224,277 | 1,228,090 | |
2.02.04.01 | Tax, Social Security, Labor and Civil Risk Provisions | 833,733 | 854,667 | |
2.02.04.01.01 | Provisions for Tax Contingencies | 138,912 | 141,265 | |
2.02.04.01.02 | Social Security and Labor Risk Provisions | 132,346 | 159,668 | |
2.02.04.01.04 | Provisions for Civil Contingencies | 207,674 | 184,103 | |
2.02.04.01.05 | Contingent Liabilities | 354,801 | 369,631 | |
2.02.04.02 | Other Provisons | 390,544 | 373,423 | |
2.02.04.02.04 | Employee Benefits Plans | 390,544 | 373,423 | |
2.03 | Shareholders' Equity | 7,299,159 | 7,531,777 | |
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 | 71,743 | 58,678 | |
2.03.02.01 | Goodwill on the Shares Issuance | 166,192 | 166,192 | |
2.03.02.04 | Granted Options | 275,349 | 262,306 | |
2.03.02.05 | Treasury Shares | (56,654) | (56,676) | |
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) | |
2.03.02.10 | Gain/Loss on Change of Controlling Entities | (220) | (220) | |
2.03.05 | Accumulated Earnings (Losses) | (5,279,938) | (4,279,003) | |
2.03.08 | Other Comprehensive Loss | (490,493) | (1,275,519) | |
2.03.08.01 | Derivative Financial Intruments | (381,926) | (396,165) | |
2.03.08.02 | Financial Instruments (Fair Value through Other Comprehensive Income) | (37,042) | (98,451) | |
2.03.08.03 | Cumulative Translation Adjustments of Foreign Currency | (44,355) | (752,815) | |
2.03.08.04 | Actuarial Gain (Losses) | (27,170) | (28,088) | |
2.03.09 | Non-controlling Interest | 537,376 | 567,150 |
See accompanying notes to the consolidated financial statements.
14
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Consolidated FS / Statement of Income (in thousands of Brazilian Reais)
|
Account | Account Description | Accumulated |
| Accumulated |
3.01 | Net Sales | 7,359,250 | 7,030,698 | |
3.02 | Cost of Goods Sold | (5,842,180) | (5,651,967) | |
3.03 | Gross Profit | 1,517,070 | 1,378,731 | |
3.04 | Operating (Expenses) Income | (1,358,872) | (1,119,461) | |
3.04.01 | Selling | (1,135,295) | (1,013,637) | |
3.04.02 | General and Administrative | (141,229) | (108,785) | |
3.04.03 | Impairment Loss on Trade and Other Receivables | (5,507) | (14,337) | |
3.04.04 | Other Operating Income | 35,461 | 83,601 | |
3.04.05 | Other Operating Expenses | (112,137) | (71,819) | |
3.04.06 | Income from Associates and Joint Ventures | (165) | 5,516 | |
3.05 | Income Before Financial and Tax Results | 158,198 | 259,270 | |
3.06 | Financial Results | (448,265) | (486,419) | |
3.06.01 | Financial Income | 299,601 | 464,178 | |
3.06.02 | Financial Expenses | (747,866) | (950,597) | |
3.07 | Loss Before Taxes | (290,067) | (227,149) | |
3.08 | Income and Social Contribution | 176,789 | 94,293 | |
3.08.01 | Current | (24,100) | (21,636) | |
3.08.02 | Deferred | 200,889 | 115,929 | |
3.09 | Loss from Continued Operations | (113,278) | (132,856) | |
3.10 | Net Income from Discontinued Operations | (899,053) | 70,673 | |
3.10.01 | Net Income/Loss of Discontinued Operations, Net | (899,053) | 70,673 | |
3.11 | Loss | (1,012,331) | (62,183) | |
3.11.01 | Attributable to: Controlling Shareholders | (1,000,935) | (73,661) | |
3.11.02 | Attributable to: Non-controlling Interest | (11,396) | 11,478 | |
3.99 | Earnings per Share - (Brazilian Reais/Share) | |||
3.99.01 | Earnings per Share - Basic | - | ||
3.99.01.01 | ON | (1.23357) | (0.09081) | |
3.99.02 | Earning per Share - Diluted | |||
3.99.02.01 | ON | (1.23357) | (0.09081) |
See accompanying notes to the consolidated financial statements.
15
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Consolidated FS / Statement of Comprehensive Income (in thousands of Brazilian Reais)
|
Account | Account Description | Accumulated |
| Accumulated |
4.01 | Loss | (1,012,331) | (62,183) | |
4.02 | Other Comprehensive Income | 774,696 | 29,253 | |
4.02.01 | Gains (Losses) in Foreign Currency Translation Adjustments | 698,465 | 8,194 | |
4.02.03 | Losses on Marketable Securities at FVTOCI | 85,470 | (92,771) | |
4.02.04 | Taxes on Unrealized Losses on Marketable Securities at FVTOCI | (24,061) | 30,120 | |
4.02.05 | Unrealized Gains on Cash Flow Hedge | 20,673 | 119,985 | |
4.02.06 | Taxes on Unrealized Gains on Cash Flow Hedge | (6,434) | (39,509) | |
4.02.07 | Actuarial Gains on Pension and Post-employment Plans | 1,955 | 5,520 | |
4.02.08 | Taxes on Realized Gains on Pension Post-employment Plans | (1,372) | (2,286) | |
4.03 | Comprehensive Income (Loss) | (237,635) | (32,930) | |
4.03.01 | Attributable to: BRF Shareholders | (215,909) | (56,988) | |
4.03.02 | Attributable to: Non-controlling Interests | (21,726) | 24,058 |
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 – March 31, 2019 – BRF S.A.
Consolidated FS / Statement of Cash Flow (Indirect method) (in thousands of Brazilian Reais)
|
Account | Account Description | Accumulated |
| Accumulated |
6.01 | Operating Activities from Continued Operations | 12,302 | 184,377 | |
6.01.01 | Cash from Operations | 833,465 | 794,887 | |
6.01.01.01 | Loss of continuing operations | (113,278) | (132,856) | |
6.01.01.03 | Depreciation and Amortization | 371,628 | 224,927 | |
6.01.01.04 | Depreciation and Depletion of Biological Assets | 192,990 | 191,912 | |
6.01.01.05 | Loss on Disposals of Property, Plant and Equipments | (9,120) | (2,483) | |
6.01.01.08 | Deferred Income Tax | (200,889) | (115,929) | |
6.01.01.09 | Provision for Tax, Civil and Labor Risks | 63,408 | 32,483 | |
6.01.01.10 | Financial Results, Net | 448,265 | 486,419 | |
6.01.01.11 | Income from Associates and Joint Ventures | 165 | (5,516) | |
6.01.01.12 | Provision for Losses in Inventories | 36,183 | 57,377 | |
6.01.01.17 | Others | 44,113 | 58,553 | |
6.01.02 | Changes in Operating Assets and Liabilities | (736,134) | (337,489) | |
6.01.02.01 | Trade Accounts Receivable | 340,048 | 159,444 | |
6.01.02.02 | Inventories | (169,695) | (117,735) | |
6.01.02.03 | Trade Accounts Payable | (121,231) | (500,601) | |
6.01.02.05 | Supply Chain Finance | (197,663) | (51,255) | |
6.01.02.06 | Payment of Tax, Civil and Labor Risks Provisions | (79,218) | (89,597) | |
6.01.02.07 | Others Operating Assets and Liabilities | (281,125) | 347,227 | |
6.01.02.11 | Investment of Measured at FVPL | (90,161) | - | |
6.01.02.12 | Redemption of Measured at FVPL | 11,144 | 13,428 | |
6.01.02.13 | Payment of Interest | (168,351) | (160,314) | |
6.01.02.14 | Payment of Income Tax and Social Contribution | (39) | (198) | |
6.01.02.15 | Interest on Shareholders' Equity Received | 12,399 |
| 3,330 |
6.01.02.16 | Biological assets - Current | (28,645) | 16,074 | |
6.01.02.17 | Interest received | 36,403 | 42,708 | |
6.01.03 | Other | (85,029) | (273,021) | |
6.01.03.01 | Net Cash used in Operating Activities from Discontinued Operations | (85,029) | (273,021) | |
6.02 | Net Cash Provided by (used in) Investing Activities | 351,181 | (754,559) | |
6.02.01 | Investments in Securities at Amortized Cost | (8,769) | (35,476) | |
6.02.02 | Redemptions of Securities at Amortized Cost | 89,046 | - | |
6.02.04 | Redemptions of Securities at FVTOCI | 11,034 | - | |
6.02.05 | Redemptions (Investments) in Restricted Cash | 111,291 | (304,696) | |
6.02.06 | Additions to Property, Plant and Equipment | (75,371) | (163,566) | |
6.02.07 | Receivable from Disposals of Property, Plant and Equipment | 390,267 | 19,775 | |
6.02.09 | Additions to Intangible | (23,072) | (5,628) | |
6.02.10 | Additions to Biological Assets - Non-current | (188,351) | (247,406) | |
6.02.11 | Sale (aquisition) of Participation in Joint Ventures and Associated Entities | (129) | (295) | |
6.02.16 | Net Cash Provided (used in) Investing Activities from Discontinued Operations | 45,235 | (17,267) | |
6.03 | Net Cash used in Financing Activities | (820,228) | 55,746 | |
6.03.01 | Proceeds from Debt Issuance | 1,020,014 | 279,076 | |
6.03.02 | Payment of Debt | (1,706,533) | (335,149) | |
6.03.10 | Net cash provided (used in) by financing activities from discontinued operations | 1,567 | 133,248 | |
6.03.11 | Lease | (135,276) | (21,429) | |
6.04 | Exchange Rate Variation on Cash and Cash Equivalents | 43,869 | 19,306 | |
6.05 | Increase (Decrease) in Cash and Cash Equivalents | (412,876) | (495,130) | |
6.05.01 | At the Beginning of the Period | 5,036,011 | 6,010,829 | |
6.05.02 | At the End of the Period | 4,623,135 | 5,515,699 |
See accompanying notes to the consolidated financial statements.
17
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Consolidated FS / Statement of Changes in Shareholders’ Equity for the period from 01/01/2019 to 03/31/2019 (in thousands of Brazilian Reais)
|
Account | Account Description | Paid-in |
| Capital |
| Profit |
| Retained Earnings |
| Other |
| Shareholders' |
| Non-Controlling |
| Total |
5.01 | Balance at January 1, 2019 | 12,460,471 | 58,678 | - | (4,279,003) | (1,275,519) | 6,964,627 | 567,150 | 7,531,777 | |||||||
5.02 | Previous Year Adjustment | - | - | - | - | - | - | - | - | |||||||
5.03 | Opening Balance Adjusted | 12,460,471 | 58,678 | - | (4,279,003) | (1,275,519) | 6,964,627 | 567,150 | 7,531,777 | |||||||
5.04 | Share-based Payments | - | 13,065 | - | - | - | 13,065 | (8,048) | 5,017 | |||||||
5.04.03 | Options Granted | - | 13,043 | - | - | - | 13,043 | - | 13,043 | |||||||
5.04.05 | Treasury Shares Sold | - | 22 | - | - | - | 22 | - | 22 | |||||||
5.04.06 | Dividends | - | (1,552) | (1,552) | ||||||||||||
5.04.13 | Non-Controlling Interests | - | - | - | - | - | - | (6,496) | (6,496) | |||||||
5.05 | Total Comprehensive Loss | - | - | - | (1,000,935) | 785,026 | (215,909) | (21,726) | (237,635) | |||||||
5.05.01 | Loss for the Period | - | - | - | (1,000,935) | - | (1,000,935) | (11,396) | (1,012,331) | |||||||
5.05.02 | Other Comprehensive Loss | - | - | - | - | 785,026 | 785,026 | (10,330) | 774,696 | |||||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 20,673 | 20,673 | - | 20,673 | |||||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (6,434) | (6,434) | - | (6,434) | |||||||
5.05.02.06 | Unrealized Losses on Marketable Securities at FVTOCI | - | - | - | - | 85,470 | 85,470 | - | 85,470 | |||||||
5.05.02.07 | Tax on Unrealized Gains on Marketable Securities at FVTOCI | - | - | - | - | (24,061) | (24,061) | - | (24,061) | |||||||
5.05.02.08 | Actuarial Gains on Pension and Post-employment Plans | - | - | - | - | 918 | 918 | (335) | 583 | |||||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | 708,460 | 708,460 | (9,995) | 698,465 | |||||||
5.07 | Balance at March 31, 2019 | 12,460,471 | 71,743 | - | (5,279,938) | (490,493) | 6,761,783 | 537,376 | 7,299,159 |
See accompanying notes to the consolidated financial statements.
18
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Consolidated FS / Statement of Changes in Shareholders' Equity for the Period from 01/01/2018 to 03/31/2018 (in thousands of Brazilian Reais)
|
Account | Account Description | Paid-in |
| Capital |
| Profit |
| Retained Earnings |
| Other |
| Shareholders' |
| Non-Controlling |
| Total |
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 | - | - | - | (15,696) | - | (15,696) | - | (15,696) | |||||||
5.02.01 | Adoption of IFRS 9 | - | - | - | (15,696) | - | (15,696) | - | (15,696) | |||||||
5.03 | Opening Balance Adjusted | 12,460,471 | 43,614 | 101,367 | (15,696) | (1,405,241) | 11,184,515 | 512,571 | 11,697,086 | |||||||
5.04 | Share-based Payments | - | (470) | - | - | - | (470) | - | (470) | |||||||
5.04.03 | Options Granted | - | (470) | - | - | - | (470) | - | (470) | |||||||
5.05 | Total Comprehensive Loss | - | - | - | (73,661) | 16,673 | (56,988) | 24,058 | (32,930) | |||||||
5.05.01 | Loss for the Period | - | - | - | (73,661) | - | (73,661) | 11,478 | (62,183) | |||||||
5.05.02 | Other Comprehensive Loss | - | - | - | - | 16,673 | 16,673 | 12,580 | 29,253 | |||||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 119,985 | 119,985 | - | 119,985 | |||||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (39,509) | (39,509) | - | (39,509) | |||||||
5.05.02.06 | Unrealized Losses on Marketable Securities at FVTOCI | - | - | - | - | (92,771) | (92,771) | - | (92,771) | |||||||
5.05.02.07 | Tax on Unrealized Gains on Marketable Securities at FVTOCI | - | - | - | - | 30,120 | 30,120 | - | 30,120 | |||||||
5.05.02.08 | Actuarial gains on pension and post-employment plans | - | - | - | - | 3,234 | 3,234 | - | 3,234 | |||||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (4,386) | (4,386) | 12,580 | 8,194 | |||||||
5.07 | Balance at March 31, 2018 | 12,460,471 | 43,144 | 101,367 | (89,357) | (1,388,568) | 11,127,057 | 536,629 | 11,663,686 |
See accompanying notes to the consolidated financial statements.
19
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Consolidated FS / Statement of Added Value (in thousands of Brazilian Reais)
|
Account | Account Description | Accumulated |
| Accumulated |
7.01 | Revenues | 8,226,844 | 7,914,764 | |
7.01.01 | Sales of Goods, Products and Services | 8,177,232 | 7,805,937 | |
7.01.02 | Other Income | (19,032) | (26,063) | |
7.01.03 | Revenue Related to Construction of Own Assets | 71,715 | 158,611 | |
7.01.04 | (Provision) Reversal for Doubtful Accounts Reversal | (3,071) | (23,721) | |
7.02 | Raw Material Acquired from Third Parties | (5,295,432) | (5,153,847) | |
7.02.01 | Costs of Products and Goods Sold | (4,517,989) | (4,410,001) | |
7.02.02 | Materials, Energy, Third Parties Services and Other | (820,114) | (791,195) | |
7.02.03 | Recovery (Loss) of Assets Values | 42,671 | 47,349 | |
7.03 | Gross Added Value | 2,931,412 | 2,760,917 | |
7.04 | Retentions | (564,618) | (416,839) | |
7.04.01 | Depreciation, Amortization and Exhaustion | (564,618) | (416,839) | |
7.05 | Net Added Value | 2,366,794 | 2,344,078 | |
7.06 | Received from Third Parties | 299,403 | 470,019 | |
7.06.01 | Equity Pick-Up | (165) | 5,516 | |
7.06.02 | Financial Income | 299,601 | 464,178 | |
7.06.03 | Other | (33) | 325 | |
7.07 | Added Value to be Distributed | 2,666,197 | 2,814,097 | |
7.08 | Distribution of Added Value | 2,666,197 | 2,814,097 | |
7.08.01 | Payroll | 1,230,384 | 1,135,304 | |
7.08.01.01 | Salaries | 921,953 | 846,274 | |
7.08.01.02 | Benefits | 248,635 | 229,928 | |
7.08.01.03 | Government Severance Indemnity Fund for Employees | 59,796 | 59,102 | |
7.08.02 | Taxes, Fees and Contributions | 744,752 | 780,304 | |
7.08.02.01 | Federal | 271,798 | 333,060 | |
7.08.02.02 | State | 461,444 | 437,298 | |
7.08.02.03 | Municipal | 11,510 | 9,946 | |
7.08.03 | Capital Remuneration from Third Parties | 804,339 | 1,031,345 | |
7.08.03.01 | Interests | 756,482 | 955,147 | |
7.08.03.02 | Rents | 47,857 | 76,198 | |
7.08.04 | Interest on Own Capital | (113,278) | (132,856) | |
7.08.04.03 | Retained Losses | (112,063) | (151,856) | |
7.08.04.04 | Non-controlling interest | (1,215) | 19,000 |
See accompanying notes to the consolidated financial statements.
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
1. COMPANY’S OPERATIONS
BRF S.A. (“BRF”) and its 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, frozen vegetables and soybean by-products, among which the following are highlighted:
· Whole chicken 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; and
· Soy meal and refined soy flour, as well as animal feed.
BRF is a public company, listed on the Novo Mercado 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.
The portfolio strategy is focused on creating new, convenient, practical and healthy products for the consumers based on their needs. A strong innovation process is in place generating high value-added products, what differentiates BRF from its competitors and strengthens its brands.
The Company operates a vertically integrated production process and a vast distribution network, which enables the products to reach supermarkets, retail stores, wholesalers, restaurants and other institutional customers in the five continents. In addition, our productive facilities are strategically located near the raw material suppliers or the main consumption centers.
In continuity with the operational and financial restructuring of the Company, in the period ended March 31, 2019, there was a change in the management structure. The Company's activities were reorganized into three reportable segments: Brazil, International and Other segments (note 5). Thus, the numbers of 2018 were restated.
43
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
1.1.Equity interest
Accounting method | % equity interest | ||||||||||||
Entity |
| Main activity | Country | Participation | 03.31.19 | 12.31.18 | |||||||
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 Holland B.V. | Import and commercialization of products | The Netherlands | Indirect | Consolidated | 100.00% | 100.00% | |||||||
Campo Austral S.A. | (f) | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | - | 2.66% | ||||||
Eclipse Holding Cöoperatief U.A. | (e) | Holding | The Netherlands | Indirect | Consolidated | - | 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. | (a) | Import and commercialization of products | Paraguay | Indirect | Consolidated | 99.00% | 99.00% | ||||||
Campo Austral S.A. | (i) | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | - | 50.48% | ||||||
Itega S.A. | (h) | Holding | Argentina | Indirect | Consolidated | - | 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. | (f) (i) | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | - | 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. | (i) | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | - | 6.53% | ||||||
Campo Austral S.A. | (i) | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | - | 31.89% | ||||||
Itega S.A. | (h) | Holding | Argentina | Indirect | Consolidated | - | 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% | |||||||
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 | (a) | 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% | |||||||
FFQ GmbH | Industrialization, import and commercialization of products | Austria | Indirect | Consolidated | 100.00% | 100.00% | |||||||
TBQ Foods GmbH | Holding | Austria | Indirect | Consolidated | 60.00% | 60.00% | |||||||
Banvit Bandirma Vitaminli | Industrialization and commercialization of products | 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. | 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% | |||||||
BRF Hong Kong LLC | Import, commercialization and distribution of products | Hong Kong | Indirect | Consolidated | 100.00% | 100.00% |
44
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
Accounting method | % equity interest | ||||||||||||
Entity |
| Main activity | Country | Participation | 03.31.19 | 12.31.18 | |||||||
Eclipse Holding Cöoperatief U.A. | (e) |
| Holding |
| The Netherlands |
| Indirect |
| Consolidated |
| 0.01% |
| - |
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, 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 |
| 66.66% |
| 66.66% |
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% | ||||||
Quickfood S.A. | (c) |
| Industrialization and commercialization of products |
| Argentina |
| Direct |
| Consolidated |
| - |
| 91.21% |
Sadia Alimentos S.A. |
|
| Holding |
| Argentina |
| Direct |
| Consolidated |
| 43.10% |
| 43.10% |
Avex S.A. | (d) (g) | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | - | 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. | (d) (g) | Industrialization and commercialization of products | Argentina | Indirect | Consolidated | - | 66.02% | ||||||
Compañía Paraguaya Comercial S.A. | (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% |
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. The Company is evaluating the liquidation of these subsidiaries. |
(b) | The wholly-owned subsidiary BRF Global GmbH, operates as a trading in the European market and owns 62 direct subsidiaries in Madeira Island, Portugal, with an investment as of March 31, 2019 of R$19,577 (R$4,913 as of December 31, 2018) and a direct subsidiary in Den Bosch, The Netherlands, denominated Qualy 20 with an investment as of March 31, 2019 of R$7,268 (R$7,360 as of December 31, 2018). The wholly-owned subsidiary Qualy 5201 B.V. owns 133 subsidiaries in The Netherlands being the amount of this investment as of March 31, 2019 of R$18,936 (R$20,725 as of December 31, 2018). The indirect subsidiary Invicta Food Group Ltd. owns 120 direct subsidiaries in Ashford, England, with an investment of R$43,026 as of March 31, 2019 (R$44,805 as of December 31, 2018). The indirect subsidiary Universal Meats (UK) Ltd owns 99 direct subsidiaries in Ashford, England with an investment of R$45,378 as of March 31, 2019 (R$45,052 as of December 31, 2018). The indirect subsidiary Golden Foods Siam Europe Ltd (GFE) owns 32 subsidiaries in Ashford, England with an investment of R$(97) as of March 31, 2019 (R$44 as of December 31, 2018). 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. |
On March 15, 2019, mergers were realized in the subsidiaries of BRF Global GmbH in Madeira Island, and the 101 existing subsidiaries were merged into 62 companies. On the same date, mergers were realized in the Qualy 5201 B.V. subsidiaries in Den Bosch, and the 212 existing subsidiaries were merged into 133 companies. | |
(c) | On January 02, 2019, the Company sold its equity stake in Quickfood S.A. |
(d) | On January 03, 2019, Sadia Alimentos S.A. sold all held shares of Avex S.A. to BRF S.A. and Sadia Uruguay sold 61.02% of Avex S.A. to BRF S.A., holding a 5% interest. |
(e) | On January 14, 2019, BRF Holland B.V. sold its participation in Eclipse Holding Cöoperatief U.A. to BRF S.A. |
(f) | On January 14, 2018, BRF Holland B.V sold its participation in Campo Austral S.A. to Eclipse Holding Cöoperatief U.A. |
(g) | On February 02, 2019, BRF S.A. and Sadia Uruguay S.A. sold their equity stake in Avex S.A. |
(h) | On March 11, 2019, Eclipse Latam Holdings sold its equity stake in Itega S.A. |
(i) | On March 11, 2019, BRF GmbH, Eclipse Latam Holdings, Eclipse Holding Cöoperatief U.A. and Buenos Aires Fortune S.A. sold all their equity stake in Campo Austral S.A. |
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1.2. Investigations involving BRF
The Company has been subject to two external investigations, denominated “Carne Fraca Operation” in 2017 and “Trapaça Operation” in 2018, as detailed below. The Company’s Audit and Integrity Committee is conducting independent investigations, along with the Independent Investigation Committee, composed of external members and with external legal advisors in Brazil and abroad with respect to the allegations involving BRF employees and former employees in the scope of the aforementioned operations and other ongoing investigations.
For the period ended on March 31, 2019, the main impacts observed as result of the referred operations were recorded in other operating expenses in the amount of R$11,113 (R$12,819 on March 31, 2018) mostly related to expenditures with lawyers, legal advisors and consultants.
The independent investigations create, in addition to the impacts already recorded, uncertainties about the outcome of these operations which may result in penalties, fines and normative sanctions, right restrictions and other forms of liabilities, for which the Company is not able to make a reliable estimate of the potential losses.
The outcomes may result in payments of substantial amounts, which may cause a material adverse effect on the Company´s financial position, results and cash flows in the future.
1.2.1. Carne Fraca Operation
On March 17, 2017, BRF became aware of a decision issued by a judge of the 14th Federal Court of Curitiba - Paraná, authorizing the search and seizure of information and documents, and the detention of certain individuals in the context of the Carne Fraca Operation. Two BRF employees were detained (subsequently released) and three were identified for questioning.
In April 2017, the Brazilian Federal Police and the Brazilian federal prosecutors filed charges against BRF employees, which were accepted by the judge responsible for the process, and its main allegations in this phase involve misconduct related to improper offers and/or promises to government inspectors.
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”), under the Law Nº 12,846/2013 (“Anti-corruption Law”), which aims to verify eventual administrative responsibilities related to the facts object of the criminal lawsuit Nº 5016879-04.2017.4.04.7000, (“Criminal Lawsuit”) 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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BRF has informed certain regulators and governmental entities, including the U.S. Securities and Exchange Commission and the U.S. Department of Justice about the Carne Fraca Operation and is cooperating with the authorities.
On September 28, 2018, the sentence of the Criminal Lawsuit in first instance was published, discharging one of the BRF employees and convicting the other one for six months of detention with the possibility of substitution for a right-restricting penalty. The Brazilian federal prosecutors presented appeal to the first instance decision. The appeal is being analyzed by the Federal Regional Court of the 4th region.
1.2.2. Trapaça Operation
On March 5, 2018, the Company learned of a decision issued by a judge of the 1st Federal Court of Ponta Grossa/PR, authorizing the search and seizure of information and documents due to 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. Still on March 5, 2018, BRF received notice from the Ministry of Agriculture, Livestock and Food Supply (“MAPA”) immediately suspending exports from its Rio Verde/GO, Carambeí/PR and Mineiros/GO plants to 12 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 plants located in Brazil were removed from the list that permits imports of animal origin products by the European Union’s countries. The measure came into force as of May 16, 2018 and affects only the 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 that export to the European market.
On October 15, 2018, the Federal Police Department submitted to the 1st Federal Criminal Court of the Judicial Branch of Ponta Grossa – PR the final report of its investigation in connection to the Trapaça Operation. The police inquiry indicted 43 people, including former key executives of the Company.
1.2.3. Governance enhancement
The Company, in the light of the facts related to the investigations of the authorities collaborates to the complete clarification of the facts. In this sense, the Company has decided to move away, independently of the results of the investigations, all employees mentioned in the Federal Police’s final report of the Trapaça Operation until all facts are fully clarified.
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BRF interacts in a wide and transparent way with the authorities, with the objective of collaborating with the full elucidation of the facts. Simultaneously, it will proceed with the internal investigations led by the Independent Investigation Committee and by the Audit and Integrity Committee to clarify all the facts identified or that may be identified in the future.
The Company believes that this cooperation process with the authorities strengthens and consolidates its governance through ongoing actions to ensure the highest levels of safety standards, integrity and quality, as well as greater autonomy to its Compliance Department.
Among the actions implemented, are: (i) strengthening in the risk management, specially compliance, (ii) strengthening of the Compliance, Internal Audit and Internal Controls departments, (iii) issuance of new policies and procedures specifically related to the anticorruption law, (iv) reputational verification of business partners, (v) revision of the process of internal investigation, (vi) expansion of the independent reporting channel, (vii) review of transactional controls, and (viii) new consequence policy for misconduct.
1.3. U.S. Class Action
On March 12, 2018, a shareholder class action lawsuit was filed against the Company and certain current and former administrators in the U.S. Federal District Court in the city of New York alleging that the Company and those administrators engaged in securities fraud or other unlawful business practices mentioned, among others, in theCarne Fraca andTrapaça Operations. On July 2, 2018, the referred Court appointed the City of Birmingham Retirement and Relief System as lead plaintiff in the action. On August 31, 2018, the lead plaintiff filed an amended class action complaint, and a second amendment complaint was presented on December 5, 2018. An unfavorable outcome of the class action may have a material impact for the Company. However, since this lawsuit is in its early stages, it is not possible to make a reasonable estimate of eventual losses.
1.4. Seasonality
In the Brazil operating segment, during the 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 cuts.
In the International operating segment, 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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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 CPC 21 (R1) and the IAS 34 – Interim Financial Reporting issued by the International Accounting Standards Board - IASB, as well as the presentation of such information in accordance with the standards issued by the Brazilian Securities Exchange Commission (“CVM”), applicable to the preparation of the quarterly financial information.
The parent company and consolidated financial statements are expressed in thousands of Brazilian Reais (“R$”) and the disclosures of amounts in other currencies, 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. However, the uncertainty inherent to these judgments, assumptions and estimates could result in material adjustments to the carrying amount of certain assets and liabilities in future periods.
The Company reviews its judgments, estimates and assumptions on a quarterly basis as
disclosed in the financial statements for the year ended December 31, 2018 (note 3.26).
The parent company and consolidated financial statements were prepared based on the recoverable historical cost except for the following material items recognized in the statement of financial position:
i. derivative financial instruments and non-derivative financial instruments measured at fair value;
ii. share-based payments and employee benefits measured at fair value;
iii. biological assets measured at fair value; and
iv. assets held for sale in the cases the fair value is lower than historical cost.
The Company’s Management notes that the parent company and consolidated financial statements were prepared under the going concern assumption.
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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.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The interim financial statements, in this case 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 when Management judges that the maintenance of the information is relevant.
The current quarterly financial information was prepared based on the accounting policies and estimates calculation methodologies adopted in the preparation of the annual financial statements for the year ended December 31, 2018 (note 3).
There were no changes on such policies and estimates calculation methodologies, except for those related to the adoption of CPC 06 (R2) / IFRS 16, which regulates Leases and ICPC 22 / IFRIC 23, which regulatesUncertainty over Income Tax Treatments, forth below. As allowed by CPC 21 (R1), Management decided not to disclose again the details of the accounting policies adopted by the Company. Hence, the quarterly financial information should be read along with the annual financial statements for the year ended December 31, 2018, in order to allow the users to further understand the Company’s financial conditions and liquidity, as well as its capacity to generate profits and cash flows.
3.1 CPC 06 (R2) / IFRS 16 – Lease
On January 01, 2019, the Company adopted the CPC 06 (R2) IFRS 16 and chose for the retrospective modified approach and without restatement of the comparative year ended. Therefore, all balance related to the fiscal year ended on December 31, 2018 (note 23.1), are presented according to the assumptions in the accounting policies previously in force CPC 06 (R1) / IAS 17 which ruled that the leasing operations, in which the risks and rewards of ownership were substantially transferred to the Company were classified as finance leases. If the significant risks and rewards of ownership were not transferred, lease transactions were classified as operating leases. More details of the former standard may be obtained in the financial statements for the year ended December 31, 2018 (note 3.18).
In the transition process, the Company choose for not use the practical expedient that permits not reevaluate if an agreement is or contain a lease. Consequently, the new lease definitions contained in the IFRS 16 are applicated to all agreements in force at the transaction date.An agreement is, or contains, a lease if the agreement conveys the right to control the use of an identified asset for a period in exchange for consideration, for which is necessary evaluate if:
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· the agreement involves the use of an identified asset, that can be explicitly or implicitly, and can be physically distinct or represent substantially all the capacity of a physically distinct asset. If the supplier has the right to substitute the asset, so the asset is not identified.
· the Company has the right to obtain substantially all the economic benefits of the use of asset during the agreement period; and
· the Company has the right to direct the use of asset. Means that the Company have the right to take decision to change how and for which the purpose the asset is used, if:
o has the right to operate the asset, or
o designed the asset, so that it predetermines how and for which purpose will be use.
In the beginning of the agreement, the Company recognizes a right of use asset and lease liabilities that represents the obligation to make payments related to underlying asset of agreement.
The right of use asset is measured initially for the cost and comprises the initial lease liabilities amount adjusted for any payment in the beginning date or before, added from any direct initial cost incurred and disassembly cost estimate, removal, asset restoration at the local, less any incentive received.
The right of use asset is subsequently depreciated using linear method since the beginning date until the end of the right of use asset useful life or the lease term expire. The options of extend or early termination of the agreements are individual analyzed considering the type of asset involved as well as its relevance in the Company’ productive process. The estimate useful life of right of use asset is determined in the same bases of the Company’s assets. Additionally, the right of use asset is periodically reduced to recoverable value in accordance if CPC 01/IAS 36, when applicable, and readjusted for the remeasurement of lease liabilities.
The lease liabilities are initially measured for the present value of the payments not incurred, discounted the incremental loan rate.
The lease liabilities are measured for the amortized cost using the effective interest method. Is remeasured when change exist (i) in the future payments arising from a change in the index or rate (ii) in the estimate of expected amount to be pay in the residual value guarantee or (iii) changes in the evaluation if the Company will exercise the purchase option, extension or termination.
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When the lease liabilities are remeasured, the adjust value corresponding is recognized in the right of use asset value or in the result, if the right of use asset book value will be reduced to zero.
As a result, to IFRS 16 adoption, on January 01, 2019 are recognized as right of use asset and lease liabilities the amount of R$2,116,755 in the parent company and R$2,357,151 in the consolidated. Such agreements were disclosed previously as operational lease, according financial statements for the year ended December 31, 2018 (note 23.1).
The Company used the following practical expedients to the transition to new requirements of lease accounting.
· chose for not recognize right of use asset and lease liabilities with short-term lease without purchase option and low value. The payments associate to agreements are recognized as expense in a linear base during the agreement period.
· Utilization of only discount rate to each lease portfolio with reasonably similar characteristics. In this sense, an incremental loan rate, measured on January 01, 2019, applicable to each leased asset portfolio. Through this methodology the Company obtained a weighted average rate of 7.92% to the parent company and the consolidated.
Additionally, agreements with indefinite term were considered ineligible due to the impossibility to determine the enforceable period.
3.2 ICPC 22 / IFRIC 23 Uncertainty over Income Tax Treatments
The interpretation ICPC 22 / IFRIC 23 clarifies how to apply the recognition and measurement requirements in CPC 32 / IAS 12 when there is uncertainty over income tax treatments. In such a circumstance, the Company shall recognize and measure its current or deferred tax asset or liability applying the requirements in CPC 32 / IAS 12 based on taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates determined applying this interpretation. The interpretation is valid from January 1, 2019.
The Company has analyzed relevant tax decisions of superior courts and whether they conflict anyhow with the positions adopted by the Company. For already known uncertain tax positions, the Company has reviewed corresponding legal opinions and jurisprudence and has not identified any impact that should be disclosed or recorded. The Company has concluded that it is not probable that the tax authorities do not accept the positions adopted.
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3.3.Exchange rates
The exchange rates in Brazilian Reais that are effective at base date are as follows:
Exchange rate at the balance sheet date | 03.31.19 | 12.31.18 | ||
Thailand Bath (THB) | 0.1228 | 0.1198 | ||
Kwait Dinar (KWD) | 12.8308 | 12.7755 | ||
United Arab Emirates Dirham (AED) | 1.0610 | 1.0550 | ||
Singapore Dollar (SGD) | 2.8775 | 2.8464 | ||
U.S. Dollar (US$ or USD) | 3.8967 | 3.8748 | ||
Vietnamese Dong (VND) | 0.0002 | 0.0002 | ||
Hong Kong dollar (HKD) | 0.4964 | 0.4948 | ||
Euro (€ or EUR) | 4.3760 | 4.4390 | ||
Forint Hungary (HUF) | 0.0136 | 0.0138 | ||
Yen (JPY) | 0.0352 | 0.0353 | ||
Romanian leu (RON) | 0.9155 | 0.9527 | ||
Pound Sterling (£ or GBP) | 5.0782 | 4.9617 | ||
Turkish Lira (TRY) | 0.6898 | 0.7331 | ||
Argentinian Peso ($ or ARS) | 0.0898 | 0.1029 | ||
Chilean Peso (CLP) | 0.0057 | 0.0056 | ||
Uruguayan Peso (UYU) | 0.1156 | 0.1199 | ||
South African Rand (ZAR) | 0.2701 | 0.2699 | ||
Renminbi Yuan China (CNY) | 0.5806 | 0.5636 | ||
Saudi Riyal (SAR) | 1.0390 | 1.0330 | ||
Qatar Riyal (QAR) | 1.0705 | 1.0643 | ||
Omani Riyal (OMR) | 10.1266 | 10.0696 | ||
Ringgit Malaysia (MYR) | 0.9551 | 0.9382 | ||
Russian Rouble (RUB) | 0.0593 | 0.0556 | ||
Won South Korea (KRW) | 0.0034 | 0.0035 | ||
Average rates | 03.31.19 | 03.31.18 | ||
Thailand Bath (THB) | 0.1193 | 0.1029 | ||
Kwait Dinar (KWD) | 12.4356 | 10.8182 | ||
United Arab Emirates Dirham (AED) | 1.0266 | 0.8833 | ||
Singapore Dollar (SGD) | 2.7836 | 2.4604 | ||
U.S. Dollar (US$ or USD) | 3.7706 | 3.2438 | ||
Vietnamese Dong (VND) | 0.0002 | 0.0001 | ||
Hong Kong dollar (HKD) | 0.4806 | 0.4144 | ||
Euro (€ or EUR) | 4.2815 | 3.9885 | ||
Forint Hungary (HUF) | 0.0135 | 0.0128 | ||
Yen (JPY) | 0.0342 | 0.0300 | ||
Romanian leu (RON) | 0.9042 | 0.8571 | ||
Pound Sterling (£ or GBP) | 4.9126 | 4.5172 | ||
Turkish Lira (TRY) | 0.7012 | 0.8507 | ||
Argentinian Peso ($ or ARS) | 0.0967 | 0.1648 | ||
Chilean Peso (CLP) | 0.0057 | 0.0054 | ||
Uruguayan Peso (UYU) | 0.1149 | 0.1140 | ||
South African Rand (ZAR) | 0.2689 | 0.2715 | ||
Renminbi Yuan China (CNY) | 0.5590 | 0.5106 | ||
Saudi Riyal (SAR) | 1.0054 | 0.8650 | ||
Qatar Riyal (QAR) | 1.0358 | 0.8911 | ||
Omani Riyal (OMR) | 9.7987 | 8.4276 | ||
Ringgit Malaysia (MYR) | 0.9221 | 0.8275 | ||
Russian Rouble (RUB) | 0.0572 | 0.0571 | ||
Won South Korea (KRW) | 0.0034 | 0.0030 |
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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 Executive Officers through of Risk Management Committee and Financial Risk Management department, with clear and defined roles and responsibilities, as follows:
· The Board of Directors is responsible for supervision and approving the Risk Policy and for defining the acceptable tolerance limits to the Company for the different risks identified on behalf of its shareholders. The current risk policy was reviewed and approved and is valid until November 26, 2019;
· The Financial Risk Management Committee, formally set 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
· The Risk Management Department has the key role in monitoring, evaluating and reporting the financial risks taken by the Company.
The Risk Policy prohibits entering into any leveraged derivative transaction and determines that 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 by contracting insurance policies for specific markets. The impairment of these financial assets is carried out based on expected credit losses.
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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, aligned with the impairment requisites.
On March 31, 2019, the Company had financial investments over R$100,000 at the following financial institutions:Banco Bradesco, Banco BIC, Banco BNP, Banco do Brasil, Banco Itaú, Banco Santander, Citibank, HSBC and 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,Bank of America Merrill Lynch,Citibank, ING Bank, 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 as simulations of sectorial and systemic crisis, grounded by allowing resilience in scenarios of capital restriction.
BRF’s ideal capital structure definition is essentially associated with (i) cash strength as tolerance factor to liquidity shocks, contemplating an analysis of minimum cash, (ii) financial leverage and (iii) maximization of the opportunity cost of capital.
The Company is constantly seeking to diversify sources of financing in order to reduce the concentration of its credit exposure, as well as monitoring the financial and capital markets in search of opportunities to improve its net debt with the objective of optimizing the relation of cost of capital and average term of the amortization of its liabilities.
As guideline, the gross debt must be concentrated in the long term. On March 31, 2019, the long term consolidated gross debt represented 76.0% (78.7% as of December 31, 2018) of the total indebtedness with an average term higher than three years.
The Company monitors the net debt and indebtedness as set forth below:
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Consolidated | |||||||
03.31.19 | 12.31.18 | ||||||
Current | Non-current | Total | Total | ||||
Foreign currency debt | (1,177,902) | (9,770,222) | (10,948,124) | (11,538,304) | |||
Local currency debt | (3,893,500) | (6,778,820) | (10,672,320) | (10,627,140) | |||
Derivative financial liabilities | (155,074) | - | (155,074) | (235,035) | |||
Gross debt | (5,226,476) | (16,549,042) | (21,775,518) | (22,400,479) | |||
Marketable securities and cash and cash equivalents | 5,083,874 | 291,117 | 5,374,991 | 5,667,222 | |||
Derivative financial assets | 138,156 | - | 138,156 | 182,339 | |||
Restricted cash | 374,663 | 390,046 | 764,709 | 861,621 | |||
Net debt | 370,217 | (15,867,879) | (15,497,662) | (15,689,297) |
The table below summarizes the significant commitments and contractual obligations that may impact the Company’s liquidity:
Parent company | |||||||||||||||
03.31.19 | |||||||||||||||
Book | Contractual cash flow | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 onwards | ||||||||
Non derivative financial liabilities | |||||||||||||||
Loans and financing | 11,583,294 | 13,381,044 | 3,014,645 | 4,360,968 | 3,672,185 | 675,918 | 1,657,328 | - | |||||||
BRF bonds | 7,577,593 | 8,966,853 | 303,115 | 303,115 | 303,115 | 2,939,923 | 2,125,650 | 2,991,935 | |||||||
Trade accounts payable | 4,829,111 | 4,876,713 | 4,876,713 | - | - | - | - | - | |||||||
Supply chain finance | 688,092 | 688,092 | 688,092 | - | - | - | - | - | |||||||
Lease payables | 2,276,453 | 2,276,453 | 381,515 | 386,561 | 345,259 | 275,929 | 245,448 | 641,741 | |||||||
Derivative financial liabilities | |||||||||||||||
Financial instruments designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 38,542 | 26,097 | 26,150 | (53) | - | - | - | - | |||||||
Commodities derivatives - Soybean (NDF) | 2,631 | 2,631 | 2,631 | - | - | - | - | - | |||||||
Commodities derivatives - Corn (NDF) | 10,628 | 10,629 | 9,464 | 1,165 | - | - | - | - | |||||||
Commodities derivatives - Soybean meal (NDF) | 2,367 | 2,367 | 2,367 | - | - | - | - | - | |||||||
Currency derivatives (options) | 59,699 | 7,177 | 7,177 | - | - | - | - | - | |||||||
Financial instruments not designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 28,131 | 57,320 | 57,320 | - | - | - | - | - |
Consolidated | |||||||||||||||
03.31.19 | |||||||||||||||
Book | Contractual cash flow | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 onwards | ||||||||
Non derivative financial liabilities | |||||||||||||||
Loans and financing | 11,796,290 | 13,636,068 | 3,116,551 | 4,495,826 | 3,690,445 | 675,918 | 1,657,328 | - | |||||||
BRF bonds | 7,577,593 | 8,966,853 | 303,115 | 303,115 | 303,115 | 2,939,923 | 2,125,650 | 2,991,935 | |||||||
BFF bonds | 339,019 | 359,830 | 12,162 | 347,668 | - | - | - | - | |||||||
BRF GmbH bonds | 1,907,542 | 2,583,999 | 42,377 | 84,753 | 84,753 | 84,753 | 84,753 | 2,202,610 | |||||||
Trade accounts payable | 5,524,683 | 5,572,301 | 5,572,301 | - | - | - | - | - | |||||||
Supply chain finance | 688,092 | 688,092 | 688,092 | - | - | - | - | - | |||||||
Lease payables | 2,500,832 | 2,500,832 | 446,079 | 438,350 | 370,522 | 297,788 | 265,391 | 682,702 | |||||||
Derivative financial liabilities | |||||||||||||||
Financial instruments designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 38,542 | 26,097 | 26,150 | (53) | - | - | - | - | |||||||
Commodities derivatives - Corn (NDF) | 10,628 | 10,629 | 9,464 | 1,165 | - | - | - | - | |||||||
Commodities derivatives - Soybean meal (NDF) | 2,367 | 2,367 | 2,367 | - | - | - | - | - | |||||||
Commodities derivatives - Soybean (NDF) | 2,631 | 2,631 | 2,631 | - | - | - | - | - | |||||||
Currency derivatives (options) | 59,699 | 7,177 | 7,177 | - | - | - | - | - | |||||||
Financial instruments not designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 34,062 | 68,752 | 68,752 | - | - | - | - | - | |||||||
Commodities derivatives (Future) | 7,145 | - | - | - | - | - | - | - |
56
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
4.4. Market risk management
a. Interest rate risk
The interest rate risk may cause economic losses to the Company resulting from volatility of the interest rates that affects 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 transactions to protect from the fluctuation of such rates and manage the mismatch between its financial investments and debts.
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 March 31, 2019 are set forth below:
03.31.19 | |||||||||||||
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 | 13,086 | ||||||
Interest rate swap | 04.02.19 | Debt | R$ (Fixed 9.61% p.a.) | 93.54% CDI | 248,960 | BRL | 13,556 | ||||||
26,642 |
b. Foreign 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 and revenues or increasing its liabilities and costs. The Company’s exposure is managed in two dimensions: statement of financial position exposure and operating income exposure.
i. Statement of financial position exposure
The Risk Policy regarding statement of financial position exposure has the objective to balance assets and liabilities denominated in foreign currencies, hedging the Company’s statement of financial position by using natural hedges, over-the-counter derivatives and exchange traded futures.
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ITR – Quarterly Information – March 31, 2019 – 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: Kuwait Dinar, United Arab Emirates Dirhan, U.S. Dollar, Euro, Yen, Turkish Lira, Saudi Arabian Riyal, Qatari Riyal and Russian Ruble, Thai Baht, Pound Sterling, Argentinean Peso. The last three shall loose relevance during 2019, aligned with the discontinuation of the Argentina, Europe and Thailand Operations.
Assets and liabilities denominated in foreign currency which exchange variations are recognized in the income statement are as follows, summarized in Brazilian Reais:
Consolidated | ||||
03.31.19 | 12.31.18 | |||
Cash and cash equivalents | 258,707 | 127,266 | ||
Trade accounts receivable | 1,565,217 | 65,820 | ||
Trade accounts payable | (525,019) | (861,341) | ||
Loans and financing | (7,527,204) | (7,347,953) | ||
Hedge | 3,361,639 | 5,209,168 | ||
Investments, net | 2,866,372 | 2,571,870 | ||
Other assets and liabilities, net | (367) | 376 | ||
Exposure in result | (655) | (234,794) |
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:
|
| 03.31.19 |
|
| 12.31.18 | |||
Net P&L Exposure | in thousands | Equivalent in thousands of R$ | in thousands | Equivalent in thousands of R$ | ||||
Argentinian Peso | (154,512) | (13,880) | 1,812,808 | 186,538 | ||||
Euros | (4,015) | (17,569) | (87,725) | (389,412) | ||||
Pound Sterling | 5,911 | 30,015 | (14,373) | (71,314) | ||||
Yen | 3,293,874 | 115,977 | 114,574 | 4,041 | ||||
Rubles | 61,093 | 3,625 | 1,649,338 | 91,720 | ||||
Turkish Liras | (496,909) | (342,768) | (475,568) | (348,639) | ||||
U.S. Dollars | 57,471 | 223,945 | 75,429 | 292,272 | ||||
Total | (655) | (234,794) |
In addition, the Company has a foreign exchange exposure related to investments abroad that impacts shareholders’ equity equivalent to R$4,293,070 on March 31, 2019 (R$5,872,018 on December 31, 2018). This exposure does not contemplate the effects of the financial instruments designated as hedging instruments, whose changes in fair value present a temporary effect on shareholders’ equity.
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
The derivative financial instruments hired to hedge foreign currency statement of financial position exposure on March 31, 2019 are not designated as hedge accounting and are set forth below:
03.31.19 | |||||||||||||
Derivative instruments not designated | Asset | Liability | Maturity | Notional | Average Rate | Fair value (R$) | |||||||
Parent company | |||||||||||||
Non-deliverable forward | USD | BRL | 2nd Qtr. 2019 | 365,000 | USD | 3.9604 | (11,073) | ||||||
Non-deliverable forward | EUR | BRL | 2nd Qtr. 2019 | 212,000 | EUR | 4.4952 | (10,758) | ||||||
Non-deliverable forward | GBP | BRL | 2nd Qtr. 2019 | 55,000 | GBP | 5.2380 | (6,300) | ||||||
Futures - B3 | USD | BRL | 2nd Qtr. 2019 | 80,750 | USD | 3.9165 | 25 | ||||||
Currency swap | USD + 2.61% p.a. | 89.00% CDI | 2nd Qtr. 2019 | 50,353 | USD | - | 3,651 | ||||||
Currency swap | USD + 4.67% p.a. | 109.00% CDI | 4th Qtr. 2019 | 55,000 | USD | - | 5,299 | ||||||
(19,156) | |||||||||||||
Subsidiaries | |||||||||||||
Non-deliverable forward | EUR | USD | 2nd Qtr. 2019 | 200,000 | EUR | 1.1377 | (5,931) | ||||||
Non-deliverable forward | EUR | RUB | 2nd Qtr. 2019 | 20,350 | EUR | 73.7100 | 564 | ||||||
Collar | TRY | USD | 2nd Qtr. 2019 | 50,000 | USD | 6.0700 | (1,256) | ||||||
Total Consolidated | (25,779) |
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.
The derivative and non-derivative financial instruments designated as cash flow hedges for FX operating exposure on March 31, 2019 are set forth below:
59
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
03.31.19 | |||||||||||||||
Cash flow hedge - Derivative instruments | Hedged object | Asset | Liability | Maturity | Notional | Average Rate | Fair value (R$) | ||||||||
Parent company | |||||||||||||||
Non-deliverable forward | USD Exports | BRL | USD | 2nd Qtr. 2019 | 200,000 | USD | 3.8204 | (18,561) | |||||||
Non-deliverable forward | USD Exports | BRL | USD | 3rd Qtr. 2019 | 45,000 | USD | 3.9560 | 203 | |||||||
Non-deliverable forward | USD Cost | BRL | USD | 2nd Qtr. 2019 | 62,850 | USD | 3.8872 | (2,696) | |||||||
Non-deliverable forward | USD Cost | BRL | USD | 3rd Qtr. 2019 | 37,600 | USD | 3.9128 | (1,506) | |||||||
Non-deliverable forward | USD Cost | BRL | USD | 4th Qtr. 2019 | 43,388 | USD | 3.8699 | (4,705) | |||||||
Non-deliverable forward | USD Cost | BRL | USD | 1st Qtr. 2020 | 4,875 | USD | 3.8573 | (708) | |||||||
Non-deliverable forward | USD Cost | BRL | USD | 2nd Qtr. 2020 | 2,013 | USD | 4.0183 | (68) | |||||||
Non-deliverable forward | EUR Exports | BRL | EUR | 2nd Qtr. 2019 | 25,000 | EUR | 4.4182 | 85 | |||||||
Non-deliverable forward | JPY Exports | BRL | JPY | 2nd Qtr. 2019 | 7,471,272 | JPY | 0.0354 | (479) | |||||||
Collar | USD Exports | BRL | USD | 2nd Qtr. 2019 | 220,000 | USD | 3.9284 | (941) | |||||||
Collar | USD Exports | BRL | USD | 3rd Qtr. 2019 | 150,000 | USD | 4.0086 | 4,303 | |||||||
Collar | USD Exports | BRL | USD | 4th Qtr. 2019 | 120,000 | USD | 3.9609 | (3,564) | |||||||
Collar | USD Exports | BRL | USD | 1st Qtr. 2020 | 50,000 | USD | 3.9487 | (3,247) | |||||||
(31,884) | |||||||||||||||
03.31.19 | |||||||||||||||
Cash flow hedge - Non-derivative instruments | Hedged object | Asset | Liability | Maturity | Notional | Average Rate | Fair value (R$) (1) | ||||||||
Parent company and consolidated | |||||||||||||||
Bond BRF SA BRFSBZ5 | USD Exports | - | USD | 06.2022 | 118,662 | USD | 2.0213 | (563,950) | |||||||
Bond BRF SA BRFSBZ3 | USD Exports | - | USD | 05.2023 | 150,000 | USD | 2.0387 | (584,505) | |||||||
(1,148,455) |
(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 establishes 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 March 31, 2019 are set forth below:
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Explanatory Notes (in thousands of Brazilian Reais)
|
03.31.19 | |||||||||||||
Cash flow hedge - 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 | 2nd Qtr. 2019 | 14,007 | ton | 128.80 | (1,078) | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 3rd Qtr. 2019 | 21,001 | ton | 127.54 | (1,017) | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 4th Qtr. 2019 | 9,997 | ton | 127.21 | (272) | ||||||
Non-deliverable forward - buy | Soybean purchase - fixed price | Soybean - CBOT | 2nd Qtr. 2019 | 28,995 | ton | 345.39 | (2,122) | ||||||
Non-deliverable forward - buy | Soybean purchase - fixed price | Soybean - CBOT | 3rd Qtr. 2019 | 9,999 | ton | 343.46 | (440) | ||||||
Non-deliverable forward - buy | Corn purchase - floating price | Corn - CBOT | 2nd Qtr. 2019 | 142,992 | ton | 154.98 | (6,510) | ||||||
Non-deliverable forward - buy | Corn purchase - floating price | Corn - CBOT | 3rd Qtr. 2019 | 20,003 | ton | 153.91 | (490) | ||||||
Non-deliverable forward - buy | Corn purchase - floating price | Corn - CBOT | 4th Qtr. 2019 | 100,005 | ton | 157.79 | (2,465) | ||||||
Non-deliverable forward - buy | Corn purchase - floating price | Corn - CBOT | 1st Qtr. 2020 | 59,998 | ton | 161.27 | (1,164) | ||||||
(15,558) | |||||||||||||
03.31.19 | |||||||||||||
Fair value hedge - Derivative instruments | Hedged object | Index | Maturity | Quantity | Average rate (US$/Ton) | Fair value (R$) | |||||||
Parent company and consolidated | |||||||||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 2nd Qtr. 2019 | 3,443 | ton | 342.54 | 170 | ||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 3rd Qtr. 2019 | 10,111 | ton | 345.19 | 473 | ||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 4th Qtr. 2019 | 23,895 | ton | 346.14 | 789 | ||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 2nd Qtr. 2019 | 399,344 | ton | 154.93 | 17,312 | ||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 3rd Qtr. 2019 | 231,806 | ton | 154.03 | 5,780 | ||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 4th Qtr. 2019 | 238,466 | ton | 156.50 | 4,675 | ||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 1st Qtr. 2020 | 30,659 | ton | 159.01 | 325 | ||||||
Non-deliverable forward - sell | Corn purchase - floating price | Corn - CBOT | 2nd Qtr. 2020 | 12,307 | ton | 163.58 | 137 | ||||||
29,661 |
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 had the right to receive or pay the variation on the stock price (BRFS3) in exchange for the payment of interest indexed to CDI. On March 31, 2019, the only stock price risks existing in the Company are related to the investments in shares of Cofco and Minerva, as demonstrated in note 7.
4.5. Hedge accounting
4.5.1. Designated relations
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 CPC 48 / IFRS 09 and the Risk Policy. The hedge accounting relations used by the company as of March 31, 2019 and their effects are described below:
61
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
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 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.
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.
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Explanatory Notes (in thousands of Brazilian Reais)
|
Parent company | ||||||||||
03.31.19 | ||||||||||
Cash flow hedge | Fair value hedge | |||||||||
Foreign exchange | Commodities | Commodities | ||||||||
Derivatives | Non-derivatives | Derivatives | Derivatives | Total | ||||||
Fair value at the beginning of the period | 28,723 | (1,271,732) | (9,144) | 17,920 | (1,234,233) | |||||
Settlement | (74,847) | 123,962 | 4,633 | (9,643) | 44,105 | |||||
Inventories | - | - | 1,810 | 11,877 | 13,687 | |||||
Other comprehensive income | (52,927) | 60,750 | 5,943 | - | 13,766 | |||||
Operating result - income | 57,966 | - | - | - | 57,966 | |||||
Operating result - cost | - | - | (18,799) | 9,506 | (9,293) | |||||
Financial result | 9,201 | (61,435) | - | - | (52,234) | |||||
|
|
|
|
| ||||||
Fair value at the end of the period | (31,884) | (1,148,455) | (15,557) | 29,660 | (1,166,236) |
Consolidated | ||||||||||||
03.31.19 | ||||||||||||
Cash flow hedge | Fair value hedge | |||||||||||
Interest | Foreign exchange | Commodities | Commodities | |||||||||
Derivatives | Derivatives | Non-derivatives | Derivatives | Derivatives | Total | |||||||
Fair value at the beginning of the period | (82) | 21,483 | (1,271,732) | (9,144) | 17,920 | (1,241,555) | ||||||
Settlement | 34 | (70,158) | 123,962 | 4,633 | (9,643) | 48,828 | ||||||
Inventories | - | - | - | 1,810 | 11,877 | 13,687 | ||||||
Other comprehensive income | 3 | (45,687) | 60,750 | 5,943 | - | 21,009 | ||||||
Operating result - income | - | 57,966 | - | - | - | 57,966 | ||||||
Operating result - cost | - | - | - | (18,799) | 9,506 | (9,293) | ||||||
Financial result | 45 | 4,512 | (61,435) | - | - | (56,878) | ||||||
|
|
|
|
|
| |||||||
Fair value at the end of the period | - | (31,884) | (1,148,455) | (15,557) | 29,660 | (1,166,236) |
4.6. Sensitivity analysis
The Management understands that the most relevant risks that may affect the Company’s results are: volatility of commodities prices and foreign exchange rates. Currently the fluctuation of the interest rates do not affect significantly the Company’s results since Management has chosen to keep at fixed rates a considerable portion of its debts.
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 March 31, 2019, which has been described in the items above. The future results 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.
63
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
3.8967 | 3.5070 | 2.9225 | 4.8709 | 5.8451 | ||||||||
Parity - R$ x USD | 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$ | (13,687) | 140,516 | 371,819 | (399,193) | (784,700) | ||||||
Options - currencies | Devaluation of R$ | 13,845 | 193,134 | 508,767 | (440,661) | (966,715) | ||||||
Bonds | Devaluation of R$ | (501,239) | (396,549) | (239,515) | (762,963) | (1,024,686) | ||||||
Exports (object) | Appreciation of R$ | 499,981 | 120,532 | (495,337) | 1,454,884 | 2,481,334 | ||||||
Cost (object) | Appreciation of R$ | 1,100 | (57,633) | (145,734) | 147,933 | 294,767 | ||||||
Not designated as hedge accouting | ||||||||||||
NDF - Purchase | Appreciation of R$ | (23,252) | (165,482) | (378,826) | 332,322 | 687,896 | ||||||
Future purchase - B3 | Appreciation of R$ | (1,598) | (33,064) | (80,263) | 77,067 | 155,731 | ||||||
Net effect | (24,850) | (198,546) | (459,089) | 409,389 | 843,627 | |||||||
4.3760 | 3.9384 | 3.2820 | 5.4700 | 6.5640 | ||||||||
Parity - R$ x EUR | 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$ | 1,055 | 11,995 | 28,405 | (26,295) | (53,645) | ||||||
Exports (object) | Appreciation of R$ | (1,055) | (11,995) | (28,405) | 26,295 | 53,645 | ||||||
Not designated as hedge accouting | ||||||||||||
NDF - Purchase EUR x US$ | Appreciation of EUR | (11,433) | (98,953) | (230,233) | 207,367 | 426,166 | ||||||
NDF - Purchase EUR x RUB | Appreciation of EUR | 114 | (8,797) | (22,163) | 22,391 | 44,668 | ||||||
NDF - Purchase | Appreciation of R$ | (25,279) | (118,050) | (257,207) | 206,649 | 438,577 | ||||||
Net effect | (36,598) | (225,800) | (509,603) | 436,407 | 909,411 | |||||||
5.0782 | 4.5704 | 3.8087 | 6.3478 | 7.6173 | ||||||||
Parity - R$ 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 | Appreciation of R$ | (8,789) | (36,719) | (78,614) | 61,036 | 130,862 | ||||||
Net effect | (8,789) | (36,719) | (78,614) | 61,036 | 130,862 | |||||||
0.0352 | 0.0317 | 0.0264 | 0.0440 | 0.0528 | ||||||||
Parity - R$ x JPY | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | 10% appreciation | 25% appreciation | 25% devaluation | 50% devaluation | ||||||
Designated as hedge accounting | ||||||||||||
Non-deliverable forward | Devaluation of R$ | 1,749 | 28,055 | 67,515 | (64,017) | (129,783) | ||||||
Exports (object) | Appreciation of R$ | (1,749) | (28,055) | (67,515) | 64,017 | 129,783 | ||||||
Net effect | - | - | - | - | - | |||||||
147.71 | 132.94 | 110.78 | 184.64 | 221.57 | ||||||||
Price parity CBOT - Corn - US$/Ton | Current | Scenario I | Scenario II | Scenario III | Scenario IV | |||||||
Transaction/Instrument | Risk | Scenario | Decrease 10% | Decrease 25% | Increase 25% | Increase 50% | ||||||
Designated as hedge accounting | ||||||||||||
Non-deliverable forward - Corn sale | Increase in the price of corn | 27,221 | 79,747 | 158,537 | (104,096) | (235,413) | ||||||
Non-deliverable forward - Corn purchase | Decrease in the price of corn | (11,636) | (30,228) | (58,114) | 34,842 | 81,320 | ||||||
Cost (object) | Increase in the price of corn | (15,585) | (49,519) | (100,423) | 69,254 | 154,093 | ||||||
Net effect | - | - | - | - | - | |||||||
123.04 | 110.73 | 92.28 | 153.80 | 184.56 | ||||||||
Price parity CBOT - Soybean meal - US$/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 | (845) | (3,003) | (6,240) | 4,549 | 9,943 | ||||||
Cost (object) | Increase in the price of soybean meal | 845 | 3,003 | 6,240 | (4,549) | (9,943) | ||||||
Net effect | - | - | - | - | - | |||||||
331.81 | 298.63 | 248.86 | 414.77 | 497.72 | ||||||||
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 sale | Increase in the price of soybean | 2,005 | 6,847 | 14,110 | (10,100) | (22,205) | ||||||
NDF - Soybean purchase | Decrease in the price of soybean | (1,988) | (7,030) | (14,593) | 10,617 | 23,221 | ||||||
Cost (object) | Increase in the price of soybean | (17) | 183 | 483 | (517) | (1,016) | ||||||
Net effect | - | - | - | - | - |
64
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
4.7. Financial instruments by category
Parent company | |||||||
03.31.19 | |||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||
Assets | |||||||
Cash and bank | 80,821 | - | - | 80,821 | |||
Cash equivalents | - | - | 1,826,658 | 1,826,658 | |||
Marketable securities | - | 106,885 | 395,861 | 502,746 | |||
Restricted cash | 744,314 | - | - | 744,314 | |||
Trade accounts receivable | 6,707,223 | - | 328,138 | 7,035,361 | |||
Other credits | 191,092 | - | - | 191,092 | |||
Derivatives not designated | - | - | 35,617 | 35,617 | |||
Derivatives designated as hedge accounting (1) | - | - | 96,086 | 96,086 | |||
Liabilities | |||||||
Trade accounts payable | (4,829,111) | - | - | (4,829,111) | |||
Supply chain finance | (688,092) | - | - | (688,092) | |||
Loans and financing | (19,160,887) | - | - | (19,160,887) | |||
Derivatives not designated | - | - | (28,131) | (28,131) | |||
Derivatives designated as hedge accounting (1) | - | - | (113,867) | (113,867) | |||
(16,954,640) | 106,885 | 2,540,362 | (14,307,393) |
(1) All derivatives are measured at fair value. Those designated as hedge accounting have their gains and losses also affecting other comprehensive income and inventories.
Parent company | |||||||
12.31.18 | |||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||
Assets | |||||||
Cash and bank | 106,230 | - | - | 106,230 | |||
Cash equivalents | - | - | 3,720,468 | 3,720,468 | |||
Marketable securities | 87,697 | 83,782 | 310,398 | 481,877 | |||
Restricted cash | 840,584 | - | - | 840,584 | |||
Trade accounts receivable | 5,085,604 | - | 203,224 | 5,288,828 | |||
Other credits | 199,240 | - | - | 199,240 | |||
Derivatives not designated | - | - | 36,401 | 36,401 | |||
Derivatives designated as hedge accounting (1) | - | - | 140,943 | 140,943 | |||
Liabilities | |||||||
Trade accounts payable | (5,024,825) | - | - | (5,024,825) | |||
Supply chain finance | (885,783) | - | - | (885,783) | |||
Loans and financing | (19,043,446) | - | - | (19,043,446) | |||
Derivatives not designated | - | - | (120,887) | (120,887) | |||
Derivatives designated as hedge accounting (1) | - | - | (103,444) | (103,444) | |||
(18,634,699) | 83,782 | 4,187,103 | (14,363,814) |
(1) All derivatives are measured at fair value. Those designated as hedge accounting have their gains and losses also affecting other comprehensive income and inventories.
65
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Explanatory Notes (in thousands of Brazilian Reais)
|
Consolidated | |||||||||
03.31.19 | |||||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||||
Equity instruments | Debt instruments | ||||||||
Assets | |||||||||
Cash and bank | 1,647,244 | - | - | - | 1,647,244 | ||||
Cash equivalents | - | - | - | 2,847,669 | 2,847,669 | ||||
Marketable securities | 249,824 | 216,595 | 17,060 | 396,599 | 880,078 | ||||
Restricted cash | 764,709 | - | - | - | 764,709 | ||||
Trade accounts receivable | 2,085,260 | - | - | 328,138 | 2,413,398 | ||||
Other credits | 195,889 | - | - | - | 195,889 | ||||
Derivatives not designated | - | - | - | 42,070 | 42,070 | ||||
Derivatives designated as hedge accounting (1) | - | - | - | 96,086 | 96,086 | ||||
Liabilities | |||||||||
Trade accounts payable | (5,524,683) | - | - | - | (5,524,683) | ||||
Supply chain finance | (688,092) | - | - | - | (688,092) | ||||
Loans and financing | (21,620,444) | - | - | - | (21,620,444) | ||||
Derivatives not designated | - | - | - | (41,207) | (41,207) | ||||
Derivatives designated as hedge accounting (1) | - | - | - | (113,867) | (113,867) | ||||
(22,890,293) | 216,595 | 17,060 | 3,555,488 | (19,101,150) |
(1) All derivatives are measured at fair value. Those designated as hedge accounting have their gains and losses also affecting other comprehensive income and inventories.
Consolidated | |||||||||
12.31.18 | |||||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||||
Equity instruments | Debt instruments | ||||||||
Assets | |||||||||
Cash and bank | 722,838 | - | - | - | 722,838 | ||||
Cash equivalents | - | - | - | 4,146,724 | 4,146,724 | ||||
Marketable securities | 331,395 | 139,469 | 16,398 | 310,398 | 797,660 | ||||
Restricted cash | 861,621 | - | - | - | 861,621 | ||||
Trade accounts receivable | 2,409,667 | - | - | 203,224 | 2,612,891 | ||||
Other credits | 204,072 | - | - | - | 204,072 | ||||
Derivatives not designated | - | - | - | 41,387 | 41,387 | ||||
Derivatives designated as hedge accounting (1) | - | - | - | 140,952 | 140,952 | ||||
Liabilities | |||||||||
Trade accounts payable | (5,732,278) | - | - | - | (5,732,278) | ||||
Supply chain finance | (885,783) | - | - | - | (885,783) | ||||
Loans and financing | (22,165,444) | - | - | - | (22,165,444) | ||||
Derivatives not designated | - | - | - | (124,261) | (124,261) | ||||
Derivatives designated as hedge accounting (1) | - | - | - | (110,774) | (110,774) | ||||
(24,253,912) | 139,469 | 16,398 | 4,607,650 | (19,490,395) |
(1) All derivatives are measured at fair value. Those designated as hedge accounting have their gains and losses also affecting other comprehensive income and inventories.
66
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
4.8. Fair value of the financial instruments
According to CPC 46 / IFRS 13 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 may be classified into 3 hierarchy levels:
· Level 1 – Uses prices quoted (unadjusted) for identical instruments in active markets. In this category are classified investments in stocks, credit linked notes, savings accounts, overnights, term deposits, Financial Treasury Bills (“LFT”) and investment funds;
· Level 2 – Uses 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. In this level are classified the 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 March 31, 2019, there were no changes between the 3 levels of hierarchy.
Parent company | |||||||||||
03.31.19 | 12.31.18 | ||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||
Financial Assets | |||||||||||
Fair value through other comprehensive income | |||||||||||
Stocks | 106,885 | - | 106,885 | 83,782 | - | 83,782 | |||||
Fair value through profit and loss | |||||||||||
Savings account and overnight | 118,266 | - | 118,266 | 21,126 | - | 21,126 | |||||
Bank deposit certificates | - | 1,704,651 | 1,704,651 | - | 3,695,621 | 3,695,621 | |||||
Financial treasury bills | 380,411 | - | 380,411 | 295,699 | - | 295,699 | |||||
Investment funds | 3,741 | - | 3,741 | 3,721 | - | 3,721 | |||||
Derivatives | - | 131,703 | 131,703 | - | 177,344 | 177,344 | |||||
Financial Liabilities | |||||||||||
Fair value through profit and loss | |||||||||||
Derivatives | - | (141,998) | (141,998) | - | (224,331) | (224,331) | |||||
609,303 | 1,694,356 | 2,303,659 | 404,328 | 3,648,634 | 4,052,962 |
67
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
Consolidated | |||||||||||
03.31.19 | 12.31.18 | ||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||
Financial Assets | |||||||||||
Fair value through other comprehensive income | |||||||||||
Credit linked notes | 17,060 | - | 17,060 | 16,398 | - | 16,398 | |||||
Stocks | 216,595 | - | 216,595 | 139,469 | - | 139,469 | |||||
Fair value through profit and loss | |||||||||||
Savings account and overnight | 994,675 | - | 994,675 | 401,145 | - | 401,145 | |||||
Term deposits | 122,268 | - | 122,268 | 21,150 | - | 21,150 | |||||
Bank deposit certificates | - | 1,726,985 | 1,726,985 | - | 3,720,708 | 3,720,708 | |||||
Financial treasury bills | 380,411 | - | 380,411 | 295,699 | - | 295,699 | |||||
Investment funds | 4,479 | - | 4,479 | 3,721 | - | 3,721 | |||||
Derivatives | - | 138,156 | 138,156 | - | 182,339 | 182,339 | |||||
Financial Liabilities | |||||||||||
Fair value through profit and loss | |||||||||||
Derivatives | - | (155,074) | (155,074) | - | (235,035) | (235,035) | |||||
1,735,488 | 1,710,067 | 3,445,555 | 877,582 | 3,668,012 | 4,545,594 |
Except for the items set forth below, the book 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 | |||||||||
|
| 03.31.19 | 12.31.18 | ||||||
Maturity | Book | Fair | Book | Fair | |||||
BRF bonds | |||||||||
BRF SA BRFSBZ5 | 2022 | (462,650) | (472,166) | (451,542) | (456,190) | ||||
BRF SA BRFSBZ4 | 2024 | (2,956,221) | (2,801,085) | (2,898,940) | (2,695,884) | ||||
BRF SA BRFSBZ3 | 2023 | (1,925,075) | (1,843,713) | (1,888,811) | (1,754,586) | ||||
BRF SA BRFSBZ2 | 2022 | (2,233,647) | (2,234,205) | (2,248,510) | (2,189,975) | ||||
Parent company | (7,577,593) | (7,351,169) | (7,487,803) | (7,096,635) | |||||
BFF bonds | |||||||||
Sadia Overseas BRFSBZ7 | 2020 | (339,019) | (346,908) | (342,958) | (349,241) | ||||
Bonds BRF Gmbh | |||||||||
BRF SA BRFSBZ4 | 2026 | (1,907,542) | (1,701,553) | (1,915,685) | (1,702,211) | ||||
Consolidated | (9,824,154) | (9,399,630) | (9,746,446) | (9,148,087) |
68
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ITR – Quarterly Information – March 31, 2019 – 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 main decision makers for assessing the performance of each segment and allocation of resources.
With the sale of the Argentine Operations, discontinuation of the Europe and Thailand Operations and changes in the management, the Company has modified its operating segments which primarily observe the Company's business regions, being: (i) Brazil; (ii) International, which concentrates all the Company's operations abroad and has absorbed the Halal and International segments disclosed in the financial statements of December 31,2018; and (iii) Other Segments.
These segments include sales of all distribution channels and operations subdivided according to the nature of the products, whose characteristics are described below:
· Poultry: production and sale of whole poultry and in-natura cuts.
· Pork and other: production and sale of in-natura cuts.
· Processed: production and sale of processed food, frozen and processed products derived from poultry, pork and beef, margarine, vegetables and soybean-based products.
· Other sales: sale of flour for food service and others.
Other segments is divided into:
· Ingredients: commercialization and development of animal nutrition ingredients, human nutrition, plant nutrition (fertilizers) and health care (health and wellness).
· Other segments: commercialization of agricultural products.
69
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
The net sales for each reportable operating segment are set forth below:
Consolidated | ||||
Net sales | January to March 2019 | Restated January to March 2018 | ||
Brazil | ||||
In-natura | 1,099,148 | 969,541 | ||
Poultry | 885,405 | 770,689 | ||
Pork and other | 213,743 | 198,852 | ||
Processed | 2,837,246 | 2,773,569 | ||
Other sales | 4,073 | 4,858 | ||
3,940,467 | 3,747,968 | |||
International | ||||
In-natura | 2,636,198 | 2,592,524 | ||
Poultry | 2,409,017 | 2,342,549 | ||
Pork and other | 227,181 | 249,975 | ||
Processed | 501,913 | 421,674 | ||
Other sales | 55,760 | 69,821 | ||
3,193,871 | 3,084,019 | |||
Other segments | ||||
Ingredients | 120,769 | 107,965 | ||
Other sales | 104,143 | 90,746 | ||
224,912 | 198,711 | |||
7,359,250 | 7,030,698 |
The operating income for each reportable operating segment is set forth below:
Consolidated | ||||
January to March 2019 | Restated January to March 2018 | |||
Brazil | 66,608 | 155,813 | ||
International | 125,466 | 99,853 | ||
Other segments | (26) | 34,891 | ||
Ingredients | 24,620 | 28,594 | ||
Other sales | (24,646) | 6,297 | ||
Sub total | 192,048 | 290,557 | ||
Corporate | (33,850) | (31,287) | ||
158,198 | 259,270 |
The items presented above as Corporate refers to relevant events not attributable to the normal course of business neither to the operating segments. For the three-month period ended March 31, 2019, the main events were R$11,340 related to Trapaça Operation (R$12,819 in the same period of the previous year) (note 1.2.2), and R$16,590 related to the operational restructuring plan.
70
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
No customer individually or in aggregate (economic group) accounted for more than 5% of net sales for the three-month period ended March 31, 2019 and 2018.
The goodwill arising from business combinations and the intangible assets with indefinite useful life (trademarks) were allocated to the reportable operating segments, which correspond to the cash-generating units of the Company, considering economic benefits generated by such assets. The allocation of these intangible assets is presented below:
Consolidated | |||||||||||
Goodwill | Trademarks | Total | |||||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||||
Brazil | 1,151,498 | 1,151,498 | 982,478 | 982,478 | 2,133,976 | 2,133,976 | |||||
International | 1,537,978 | 1,543,467 | 342,859 | 353,684 | 1,880,837 | 1,897,151 | |||||
2,689,476 | 2,694,965 | 1,325,337 | 1,336,162 | 4,014,813 | 4,031,127 |
Information related to the total assets by reportable segment is not disclosed, as it is not included in the set of information made available to the Company’s administration, which makes investment decisions and determine allocation of assets on a consolidated basis.
71
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
6. CASH AND CASH EQUIVALENTS
Average rate (p.a.) | Parent company | Consolidated | |||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||||
Cash and bank accounts | |||||||||
U.S. Dollar | - | 390 | 8,075 | 1,050,760 | 118,895 | ||||
Brazilian Reais | - | 78,598 | 94,967 | 80,787 | 97,376 | ||||
Euro | - | 1,755 | 2,927 | 107,346 | 52,779 | ||||
Other currencies | - | 78 | 261 | 408,351 | 453,788 | ||||
80,821 | 106,230 | 1,647,244 | 722,838 | ||||||
Cash equivalents | |||||||||
In Brazilian Reais | |||||||||
Investment funds | 3.94% | 3,741 | 3,721 | 3,741 | 3,721 | ||||
Savings account | 2.56% | 21 | 49 | 21 | 49 | ||||
Bank deposit certificates | 5.81% | 1,704,651 | 3,695,621 | 1,726,985 | 3,720,708 | ||||
1,708,413 | 3,699,391 | 1,730,747 | 3,724,478 | ||||||
In U.S. Dollar | |||||||||
Term deposit | 2.15% | - | - | 19,511 | - | ||||
Overnight | 0.42% | 118,245 | 21,077 | 994,654 | 401,096 | ||||
Other currencies | |||||||||
Term deposit | 2.69% | - | - | 102,757 | 21,150 | ||||
118,245 | 21,077 | 1,116,922 | 422,246 | ||||||
1,907,479 | 3,826,698 | 4,494,913 | 4,869,562 |
7. MARKETABLE SECURITIES
Average interest rate (p.a.) | Parent company | Consolidated | |||||||||||
WATM (1) | Currency | 03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||||||
Fair value through other comprehensive income | |||||||||||||
Credit linked note (a) | 0.85 | US$ | 3.85% | - | - | 17,060 | 16,398 | ||||||
Stocks (b) | - | R$ and HKD | - | 106,885 | 83,782 | 216,595 | 139,469 | ||||||
106,885 | 83,782 | 233,655 | 155,867 | ||||||||||
Fair value through profit and loss | |||||||||||||
Financial treasury bills (c) | 5.22 | R$ | 6.40% | 380,411 | 295,699 | 380,411 | 295,699 | ||||||
Fundo de Investimentos - FIDC (d) | 4.71 | R$ | - | 15,450 | 14,699 | 15,450 | 14,699 | ||||||
Investment funds | - | ARS | - | - | - | 738 | - | ||||||
395,861 | 310,398 | 396,599 | 310,398 | ||||||||||
Amortized cost | |||||||||||||
Sovereign bonds and others (c) | 4.07 | AOA | 3.82% | - | 87,697 | 249,824 | 331,395 | ||||||
502,746 | 481,877 | 880,078 | 797,660 | ||||||||||
Current | 380,411 | 303,613 | 588,961 | 507,035 | |||||||||
Non-current (2) | 122,335 | 178,264 | 291,117 | 290,625 |
(1) Weighted average maturity in years.
(2) Maximum maturity is 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.
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Explanatory Notes (in thousands of Brazilian Reais)
|
(b) Is composed as set forth below:
Quantity of shares | Share value | Total | ||||||||||||
Entities | Ticker | 03.31.19 |
| 12.31.18 | 03.31.19 |
| 12.31.18 | 03.31.19 |
| 12.31.18 | ||||
Minerva | BEEF3 | 15,204,100 | 15,204,100 | 7.03 | 4.99 | 106,885 | 75,868 | |||||||
Cofco Meat | 1610 | 77,583,000 | 77,583,000 | HKD2,85 / R$1,41 | HKD1,45 / R$0,72 | HKD221.112 / R$109.710 | HKD112.495 / R$55.686 | |||||||
Eletrobras | ELET6 | - | 275,039 | - | 28.17 | - | 7,748 | |||||||
Engie Brasil | EGIE3 | - | 5,055 | - | 33.02 | - | 167 |
(c) Comprised of Financial Treasury Bills (“LFT”) remunerated at the rate of the Special System for Settlement and Custody (“SELIC”) and Angola sovereign bonds and Banco BIC securities denominated in Kwanzas.
(d) Application in junior quotas of the credit rights investment fund (“FIDC BRF”), as described in note 8.
The unrealized loss on marketable securities measured at fair value through other comprehensive income, recorded in Shareholders' Equity, corresponds to the accumulated amount of R$37,042 net of income tax of R$19,706 (loss of R$98,451 net of income tax of R$43,757 as of December 31, 2018). The balance of expected credit losses in marketable securities measured at amortized cost at on March 31, 2019 is R$4,449 (R$9,014 as of December 31, 2018) and a reversal of R$4,565 was recognized in the financial expenses for the period.
Additionally, on March 31, 2019, from the total marketable securities, R$39,383 (R$288,010 as of December 31, 2018) were pledged as collateral (without restrictions for use) for operations with future contracts denominated in U.S. Dollars, traded on the B3 S.A. – Brasil, Bolsa, Balcão (“B3”).
73
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
8. TRADE ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES, NET
Parent company | Consolidated | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Trade accounts receivable | |||||||
Domestic customers | 834,973 | 1,098,173 | 836,303 | 1,098,750 | |||
Domestic related parties | 318 | 233 | - | - | |||
Foreign customers | 470,929 | 368,949 | 2,051,058 | 1,973,981 | |||
Foreign related parties | 6,181,557 | 4,270,689 | 47,602 | 59,284 | |||
7,487,777 | 5,738,044 | 2,934,963 | 3,132,015 | ||||
( - ) Adjustment to present value | (6,951) | (7,768) | (9,646) | (10,276) | |||
( - ) Expected credit losses | (445,465) | (441,448) | (511,919) | (508,848) | |||
7,035,361 | 5,288,828 | 2,413,398 | 2,612,891 | ||||
Current | 7,028,111 | 5,280,864 | 2,406,148 | 2,604,928 | |||
Non-current | 7,250 | 7,964 | 7,250 | 7,963 | |||
Notes receivable | 220,826 | 230,544 | 225,623 | 235,376 | |||
( - ) Adjustment to present value | (268) | (344) | (268) | (344) | |||
( - ) Expected credit losses | (29,466) | (30,960) | (29,466) | (30,960) | |||
191,092 | 199,240 | 195,889 | 204,072 | ||||
Current | 108,118 | 110,281 | 112,915 | 115,113 | |||
Non-current (1) | 82,974 | 88,959 | 82,974 | 88,959 |
(1) Weighted average maturity of 2.83 years.
The Company assigns credits to the FIDC BRF, which has the exclusive objective of acquiring credit rights arising from commercial transactions between the Company and its customers in Brazil. On March 03, 2019 the amount outstanding and transferred to FIDC BRF was R$592,261 (R$643,675 at December 31, 2018).
Part of the balance with foreign related parties is tied to the Agribusiness Receivable Certificate (“CRA) operation, as disclosed in the financial statements for the year ended December 31, 2018 (note 19.2).
03.31.19 | ||||||||||
Parent company and Consolidated | ||||||||||
Operation | Issue date | Maturity | Rate | Notional | Updated Value | |||||
CRA 2019 - 2nd Issue | 04.19.2016 | 04.19.2019 | 96,5% CDI | 1,000,000 | 1,041,934 | |||||
CRA 2020 - 3th Issue | 12.16.2016 | 12.16.2020 | 96,0% CDI | 780,000 | 793,011 | |||||
CRA 2023 - 3th Issue | 12.16.2016 | 12.18.2023 | IPCA + 5,90% | 720,000 | 806,098 | |||||
2,500,000 | 2,641,043 |
On March 31, 2019 notes receivable are comprised mainly of receivables from the sales of several other assets and farms in an amount of R$181,267 (R$189,132 as of December 31, 2018).
74
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
The trade accounts receivable from related parties of the parent Company are disclosed in note 29. The consolidated balances, refers to transaction with the joint venture SATS BRF, in the foreign market.
The rollforward of the allowance for expected credit losses is set forth below:
Parent company | Consolidated | ||||||
03.31.19 |
| 12.31.18 | 03.31.19 | 12.31.18 | |||
Beginning balance | (441,448) | (407,478) | (508,848) | (467,555) | |||
Initial adoption IFRS 9 | - | (2,644) | - | (12,612) | |||
Incorporation of companies | - | (114) | - | - | |||
Transfer - held for sale (1) | - | - | (549) | 8,991 | |||
Provision | (6,538) | (25,327) | (5,256) | (46,357) | |||
Write-offs | 4,256 | 38,493 | 4,846 | 49,445 | |||
Exchange rate variation | (1,735) | (44,378) | (2,112) | (40,760) | |||
Ending balance | (445,465) | (441,448) | (511,919) | (508,848) |
(1) Amount transferred to discontinued operations (note 12).
The aging of trade accounts receivable is as follows:
Parent company | Consolidated | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Not overdue | 6,838,401 | 5,252,593 | 2,078,839 | 2,451,597 | |||
Overdue | - | ||||||
01 to 60 days | 32,599 | 27,115 | 156,100 | 133,002 | |||
61 to 90 days | 8,579 | 4,506 | 31,339 | 25,435 | |||
91 to 120 days | 8,431 | 4,626 | 14,743 | 10,575 | |||
121 to 180 days | 26,788 | 12,791 | 37,585 | 27,029 | |||
181 to 360 days | 88,303 | 17,143 | 105,844 | 36,783 | |||
More than 360 days | 484,676 | 419,270 | 510,513 | 447,594 | |||
( - ) Adjustment to present value | (6,951) | (7,768) | (9,646) | (10,276) | |||
( - ) Expected credit losses | (445,465) | (441,448) | (511,919) | (508,848) | |||
7,035,361 | 5,288,828 | 2,413,398 | 2,612,891 |
9. INVENTORIES
Parent company | Consolidated | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Finished goods | 1,684,077 | 1,340,593 | 2,575,429 | 2,200,763 | |||
Work in process | 145,395 | 139,818 | 147,500 | 140,466 | |||
Raw materials | 589,944 | 767,061 | 663,719 | 847,494 | |||
Packaging materials | 73,807 | 71,889 | 76,813 | 73,755 | |||
Secondary materials | 316,295 | 333,182 | 321,574 | 337,969 | |||
Warehouse | 166,998 | 176,444 | 185,840 | 196,228 | |||
Imports in transit | 96,791 | 97,586 | 116,771 | 103,954 | |||
Other | 6,010 | 23,602 | 6,010 | 9,979 | |||
(-) Adjustment to present value | (36,186) | (33,302) | (36,203) | (33,314) | |||
3,043,131 | 2,916,873 | 4,057,453 | 3,877,294 |
75
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
The cost of sales attributed to products sold during the period ended March 31, 2019 totaled R$5,269,824 in the parent company and R$5,842,180 in the consolidated (R$4,981,941 in the parent company and R$5,651,967 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 | ||||
|
|
|
|
|
| 03.31.19 | |
Beginning balance | (60,986) | (51,374) | (5,008) | (117,368) | |||
Additions | (30,066) | (41,200) | (2,207) | (73,473) | |||
Reversals | 34,833 | - | - | 34,833 | |||
Write-offs | 32,336 | 40,864 | 790 | 73,990 | |||
Ending balance | (23,883) | (51,710) | (6,425) | (82,018) |
Consolidated | |||||||
Provision for adjustment to realizable value | Provision for deterioration | Provision for obsolescence | Total | ||||
|
|
|
|
|
| 03.31.19 | |
Beginning balance | (65,490) | (60,586) | (12,029) | (138,105) | |||
Additions | (31,107) | (44,366) | (2,630) | (78,103) | |||
Reversals | 41,920 | - | - | 41,920 | |||
Write-offs | 32,336 | 45,182 | 1,526 | 79,044 | |||
Exchange rate variation | 85 | (185) | (90) | (190) | |||
Ending balance | (22,256) | (59,955) | (13,223) | (95,434) |
On March 31, 2019 and December 31, 2018, there were no inventory items pledged as collateral.
76
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
10. BIOLOGICAL ASSETS
The balance of biological assets segregated into current and non-current are set forth below:
Parent company | Consolidated | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Live animals | 1,475,809 | 1,459,804 | 1,538,434 | 1,513,133 | |||
Total current | 1,475,809 | 1,459,804 | 1,538,434 | 1,513,133 | |||
Live animals | 629,785 | 636,503 | 696,366 | 698,421 | |||
Forests | 359,658 | 362,893 | 359,658 | 362,893 | |||
Total non-current | 989,443 | 999,396 | 1,056,024 | 1,061,314 | |||
2,465,252 | 2,459,200 | 2,594,458 | 2,574,447 |
Live animals are composed of poultry and pork and are separated into consumable and for production. There were no changes in the nature of the classification of biological assets as compared to the information disclosed in the financial statements for the year ended December 31, 2018 (note 10).
77
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – 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 |
|
| |||||||
|
|
|
| 03.31.19 |
|
|
|
|
|
| 03.31.19 | ||
Beginning balance | 529,524 | 930,280 | 1,459,804 | 319,318 | 317,185 | 362,893 | 999,396 | ||||||
Additions/Transfer | 20,306 | 471,493 | 491,799 | 6,862 | 64,506 | 6,774 | 78,142 | ||||||
Changes in fair value (1) | 387,448 | 16,037 | 403,485 | (5,211) | (40,732) | - | (45,943) | ||||||
Harvest | - | - | - | - | - | (10,100) | (10,100) | ||||||
Write-off | - | - | - | - | - | 91 | 91 | ||||||
Transfer between current and non-current | 12,773 | 19,370 | 32,143 | (12,773) | (19,370) | - | (32,143) | ||||||
Transfer to inventories | (390,982) | (520,440) | (911,422) | - | - | - | - | ||||||
Ending balance | 559,069 | 916,740 | 1,475,809 | 308,196 | 321,589 | 359,658 | 989,443 | ||||||
Consolidated | |||||||||||||
Current | Non-current | ||||||||||||
Live animals | Total | Live animals |
| Forests |
| Total | |||||||
Poultry | Pork |
| Poultry | Pork |
|
| |||||||
|
|
|
| 03.31.19 |
|
|
|
|
|
| 03.31.19 | ||
Beginning balance | 582,853 | 930,280 | 1,513,133 | 381,236 | 317,185 | 362,893 | 1,061,314 | ||||||
Additions/Transfer | 23,883 | 471,493 | 495,376 | 29,076 | 64,506 | 6,774 | 100,356 | ||||||
Changes in fair value (1) | 396,511 | 16,037 | 412,548 | (19,156) | (40,732) | - | (59,888) | ||||||
Harvest | - | - | - | - | - | (10,100) | (10,100) | ||||||
Write-off | - | - | - | - | - | 91 | 91 | ||||||
Transfer between current and non-current | 12,773 | 19,370 | 32,143 | (12,773) | (19,370) | - | (32,143) | ||||||
Transfer to inventories | (390,982) | (520,440) | (911,422) | - | - | - | - | ||||||
Exchange variation | (3,344) | - | (3,344) | (3,606) | - | - | (3,606) | ||||||
Ending balance | 621,694 | 916,740 | 1,538,434 | 374,777 | 321,589 | 359,658 | 1,056,024 |
(1) The fair value variation of biological assets includes depreciation of breeding stock and depletion of forests in the amount of R$177,166 (R$584,414 for the year ended December 31, 2018) in the parent company and R$192,990 (R$811,772 or the year ended December 31, 2018) in the consolidated.
78
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
The quantities and balances per live animal assets are set forth below:
Parent company | |||||||
03.31.19 | 12.31.18 | ||||||
Quantity | Value | Quantity | Value | ||||
Consumable biological assets | |||||||
Immature poultry | 167,402 | 559,069 | 168,716 | 529,524 | |||
Immature pork | 4,044 | 916,740 | 4,011 | 930,280 | |||
Total current | 171,446 | 1,475,809 | 172,727 | 1,459,804 | |||
Production biological assets | |||||||
Immature poultry | 5,822 | 100,721 | 5,509 | 103,678 | |||
Mature poultry | 10,028 | 207,475 | 10,688 | 215,640 | |||
Immature pork | 202 | 75,436 | 203 | 74,071 | |||
Mature pork | 443 | 246,153 | 439 | 243,114 | |||
Total non-current | 16,495 | 629,785 | 16,839 | 636,503 | |||
187,941 | 2,105,594 | 189,566 | 2,096,307 | ||||
Consolidated | |||||||
03.31.19 | 12.31.18 | ||||||
Quantity | Value | Quantity | Value | ||||
Consumable biological assets | |||||||
Immature poultry | 186,934 | 621,694 | 188,248 | 582,853 | |||
Immature pork | 4,044 | 916,740 | 4,011 | 930,280 | |||
Total current | 190,978 | 1,538,434 | 192,259 | 1,513,133 | |||
Production biological assets | |||||||
Immature poultry | 6,819 | 126,526 | 6,538 | 134,425 | |||
Mature poultry | 11,489 | 248,251 | 11,958 | 246,811 | |||
Immature pork | 202 | 75,436 | 203 | 74,071 | |||
Mature pork | 443 | 246,153 | 439 | 243,114 | |||
Total non-current | 18,953 | 696,366 | 19,138 | 698,421 | |||
209,931 | 2,234,800 | 211,397 | 2,211,554 |
The Company has forests pledged as collateral for loans and tax/civil contingencies in the amount of R$66,549 in the parent company and consolidated (R$66,345 in the parent company and consolidated as of December 31, 2018).
79
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
11. RECOVERABLE TAXES AND INCOME TAX AND SOCIAL CONTRIBUTION
Parent company | Consolidated | ||||||
Recoverable taxes | 03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | |||
ICMS ("State VAT") | 1,523,879 | 1,517,304 | 1,622,603 | 1,632,110 | |||
PIS and COFINS ("Federal Taxes to Social Fund Programs") | 923,660 | 941,864 | 928,112 | 946,399 | |||
IPI ("Federal VAT") | 835,999 | 836,674 | 836,002 | 836,676 | |||
INSS ("Brazilian Social Security") | 313,093 | 307,865 | 313,129 | 307,897 | |||
Other | 49,181 | 52,329 | 148,367 | 155,779 | |||
(-) Provision for losses | (169,992) | (175,920) | (170,022) | (175,925) | |||
3,475,820 | 3,480,116 | 3,678,191 | 3,702,936 | ||||
Current | 491,346 | 340,116 | 691,196 | 560,389 | |||
Non-current | 2,984,474 | 3,140,000 | 2,986,995 | 3,142,547 | |||
Recoverable income tax and social contribution | |||||||
Income and social contribution tax (IR/CS) | 390,602 | 426,134 | 495,567 | 522,758 | |||
(-) Provision for losses | (8,985) | (8,985) | (9,029) | (9,029) | |||
381,617 | 417,149 | 486,538 | 513,729 | ||||
Current | 374,807 | 410,340 | 478,627 | 506,483 | |||
Non-current | 6,810 | 6,809 | 7,911 | 7,246 |
The rollforward of the provision 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 | ||||||
|
|
|
|
|
|
|
|
|
| 03.31.19 | |
Beginning balance | (140,964) | (17,418) | (8,985) | (13,562) | (3,976) | (184,905) | |||||
Additions | (16,678) | - | - | - | (254) | (16,932) | |||||
Write-offs | 13,116 | - | - | 9,744 | - | 22,860 | |||||
Ending balance | (144,526) | (17,418) | (8,985) | (3,818) | (4,230) | (178,977) |
Consolidated | |||||||||||
ICMS ("State VAT") | PIS and COFINS ("Federal Taxes to Social Fund Programs") | Income and social contribution tax | IPI ("Federal VAT") | Other | Total | ||||||
|
|
|
|
|
|
|
|
|
| 03.31.19 | |
Beginning balance | (140,970) | (17,418) | (9,029) | (13,562) | (3,975) | (184,954) | |||||
Additions | (16,678) | - | - | - | (289) | (16,967) | |||||
Write-offs | 13,122 | - | - | 9,744 | - | 22,866 | |||||
Exchange rate variation | - | - | - | - | 4 | 4 | |||||
Ending balance | (144,526) | (17,418) | (9,029) | (3,818) | (4,260) | (179,051) |
80
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
12. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS
Following the finance and operating restructuring plan disclosed in the financial statements of 2018, during the three-month period ended March 31, 2019 the sale of the operations in Argentina and of the plant in Várzea Grande-MT were concluded, and the agreement to sell the operations in Europe and Thailand has been signed. The details of the operations are demonstrated below:
On January 02, 2019, the sale of the shares representing 91.89% of the former subsidiary Quickfood S.A. was completed. On this date, Marfrig Global Foods S.A. (“Marfrig”) paid the amount of US$54,891 (equivalent to R$211,835) to BRF S.A.
On January 23, 2019, the sale of the properties and equipment in Várzea Grande-MT to Marfrig was concluded for R$100,000, from which R$81,500 were collected, net of associated costs. On April 01, 2019, all the precedent conditions were overcome and Marfrig started to fully operate the plant.
On February 4, 2019, the sale of Avex S.A. was completed and US$22,500 (equivalent to R$82,736) were received in cash and US$22,324 (equivalent to R$86,990) will be settled by the payment of liabilities of Avex S.A. with BRF during 2019.
On February 28, 2019, the former subsidiary Campo Austral S.A. concluded the sale of its plant located in the city of Florencio Varela, in Argentina, and all the related assets and liabilities, including the “Bocatti” and “Calchaquí” trademarks to BOGS S.A. for US$26,753 (equivalent to R$95,036), collected on March, 2019.
On March 11, 2019, the Company has concluded the sale of 100% of the shares issued by Campo Austral S.A., including the plants in San Andrés de Giles and Pilar, and the trademark “Campo Austral” to the Argentinian company La Piamontesa de Averaldo Giacosa y Compañía S.A. for US$7,619 (equivalent to R$29,359), from which US$3,619 were paid in cash and US$4,000 will be paid during the three subsequent months.
Additionally, on February 7, 2019, the Company executed a sale and purchase agreement with Tyson International Holding Co., providing for the terms and conditions for the sale of 100% of the shares held by the Company in subsidiaries located in Europe and Thailand. The amount agreed in this transaction is US$340,000 (equivalent to R$1,324,878).
The closing of the sale of Europe and Thailand businesses is subject to the confirmation of the conditions precedent applicable to transactions of similar nature.
The balances of the assets reclassified to assets held for sale and liabilities directly associated with assets held for sale are reflected below.
81
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
In the parent company, the balances refer substantially to the intangible assets related to the Europe operations, in addition to the property, plant and equipment of the Várzea Grande plant. In the consolidated, the balances refer to the assets and liabilities of the Europe and Thailand operations, the assets of the Várzea Grande plant and other property, plant and equipment held for sale.
Parent company | Consolidated | ||||||||||||||||||||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||||||||||||||||||||
Investment in Discontinued Operations | Others | Total | Investment in Discontinued Operations | Others | Total | Operation from Europe and Thailand | Others | Total | Operations from Argentine | Operation from Europe and Thailand | Others | Total | |||||||||||||
ASSETS | |||||||||||||||||||||||||
CURRENT ASSETS | |||||||||||||||||||||||||
Cash and cash equivalents | - | - | - | - | - | - | 128,222 | - | 128,222 | 31,683 | 134,766 | - | 166,449 | ||||||||||||
Marketable securities | - | - | - | - | - | - | - | - | - | 68,686 | - | - | 68,686 | ||||||||||||
Trade accounts receivable, net | - | - | - | - | - | - | 355,234 | - | 355,234 | 244,654 | 333,187 | - | 577,841 | ||||||||||||
Inventories | - | - | - | - | - | - | 680,000 | - | 680,000 | 254,142 | 645,241 | - | 899,383 | ||||||||||||
Biological assets | - | - | - | - | - | - | - | - | - | 19,246 | - | - | 19,246 | ||||||||||||
Recoverable taxes | - | - | - | - | - | - | 58,053 | - | 58,053 | 59,721 | 48,738 | - | 108,459 | ||||||||||||
Assets held for sale | - | - | - | - | - | - | - | - | - | 4 | 401 | - | 405 | ||||||||||||
Other current assets | - | - | - | - | - | - | 3,316 | - | 3,316 | 18,087 | 6,264 | - | 24,351 | ||||||||||||
Total current assets | - | - | - | - | - | - | 1,224,825 | - | 1,224,825 | 696,223 | 1,168,597 | - | 1,864,820 | ||||||||||||
NON-CURRENT ASSETS | |||||||||||||||||||||||||
Trade accounts receivable, net | - | - | - | - | - | - | - | - | - | 571 | - | - | 571 | ||||||||||||
Deferred income and social contribution taxes | - | - | - | - | - | - | 8,872 | - | 8,872 | - | 7,967 | - | 7,967 | ||||||||||||
Biological assets | - | - | - | - | - | - | 21,054 | - | 21,054 | 11,586 | 20,122 | - | 31,708 | ||||||||||||
Recoverable taxes | - | - | - | - | - | - | - | - | - | 4,788 | - | - | 4,788 | ||||||||||||
Other non-current assets | - | - | - | - | - | - | 459 | - | 459 | 7,299 | 473 | - | 7,772 | ||||||||||||
Investments in subsidiaries and join ventures | - | - | - | 219,666 | - | 219,666 | - | - | - | 20 | - | - | 20 | ||||||||||||
Property, plant and equipment, net | - | 131,414 | 131,414 | - | 131,406 | 131,406 | 313,201 | 161,484 | 474,685 | 329,590 | 327,224 | 169,798 | 826,612 | ||||||||||||
Intangible assets | 20,115 | - | 20,115 | 20,115 | - | 20,115 | 241,887 | - | 241,887 | 318,706 | 263,341 | - | 582,047 | ||||||||||||
Total non-current assets | 20,115 | 131,414 | 151,529 | 239,781 | 131,406 | 371,187 | 585,473 | 161,484 | 746,957 | 672,560 | 619,127 | 169,798 | 1,461,485 | ||||||||||||
TOTAL ASSETS | 20,115 | 131,414 | 151,529 | 239,781 | 131,406 | 371,187 | 1,810,298 | 161,484 | 1,971,782 | 1,368,783 | 1,787,724 | 169,798 | 3,326,305 | ||||||||||||
LIABILITIES | |||||||||||||||||||||||||
CURRENT LIABILITIES | |||||||||||||||||||||||||
Short-term debt | - | - | - | - | - | - | - | - | - | 88,395 | - | - | 88,395 | ||||||||||||
Trade accounts payable | - | - | - | - | - | - | 170,671 | - | 170,671 | 270,796 | 155,068 | - | 425,864 | ||||||||||||
Payroll and related charges | - | - | - | - | - | - | 41,199 | - | 41,199 | 42,152 | 42,662 | - | 84,814 | ||||||||||||
Liabilities with related parties | - | - | - | - | - | - | - | - | - | 197 | - | - | 197 | ||||||||||||
Employee and management profit sharing | - | - | - | - | - | - | 2,770 | - | 2,770 | 2,973 | 3,005 | - | 5,978 | ||||||||||||
Tax payable | - | - | - | - | - | - | 24,920 | - | 24,920 | 13,600 | 24,831 | - | 38,431 | ||||||||||||
Other current liabilities | - | - | - | - | - | - | 105,332 | - | 105,332 | 51,125 | 95,219 | - | 146,344 | ||||||||||||
Total current liabilities | - | - | - | - |
| - | - | 344,892 | - | 344,892 | 469,238 | 320,785 | - | 790,023 | |||||||||||
NON-CURRENT LIABILITIES | |||||||||||||||||||||||||
Long-term debt | - | - | - | - | - | - | - | - | - | 67,378 | - | - | 67,378 | ||||||||||||
Deferred income and social contribution taxes | - | - | - | - | - | - | 26,775 | - | 26,775 | 142,013 | 26,161 | - | 168,174 | ||||||||||||
Provision for tax, civil and labor risks | - | - | - | - | - | - | 361 | - | 361 | 70,571 | 366 | - | 70,937 | ||||||||||||
Other non-current liabilities | - | - | - | 13 | - | 13 | 37,217 | - | 37,217 | 22 | 34,995 | - | 35,017 | ||||||||||||
Total non-current liabilities | - |
| - | - | 13 | - | 13 | 64,353 | - | 64,353 | 279,984 | 61,522 | - | 341,506 | |||||||||||
TOTAL LIABILITIES AND EQUITY | - | - | - | 13 | - | 13 | 409,245 | - | 409,245 | 749,222 | 382,307 | - | 1,131,529 | ||||||||||||
Assets and liabilities held for sale | 20,115 | 131,414 | 151,529 | 239,768 | 131,406 | 371,174 | 1,401,053 | 161,484 | 1,562,537 | 619,561 | 1,405,417 | 169,798 | 2,194,776 |
When reclassifying to assets held for sale, assets began to be measured at the lower of the book value previously recorded and the fair value net of selling expenses. In the three-month period ended March 31, 2019, this measurement led to an impairment in the amount of R$81,329 in the discontinued operations.
During the period ended March 31, 2019, the Company incurred in losses by the sale of the Argentine operations in the amount of R$862,818 registered in the discontinued operations, mainly due to the write-off of the cumulative translation adjustments of the investments.
The consolidated balance of other comprehensive income related to these operations on March 31, 2019 is R$46,672 and refers to cumulative translation adjustment. This balance will be recognized as reduction of the cost of the investments at the moment of the sale.
82
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
In the three-month period ended March 31, 2019, the Argentine, Europe and Thailand operations were kept classified as discontinued operations. The statement of income (loss) and statement of cash flow of these operations are as follows:
January to March 2019 | ||||||||
Parent company |
| Consolidated | ||||||
Operations from Argentine (2) | Operation from Europe and Thailand | Total | ||||||
NET SALES | 5,363 | 80,843 | 626,607 | 707,450 | ||||
Cost of sales | 252 | (95,051) | (549,565) | (644,616) | ||||
GROSS PROFIT (1) | 5,615 | (14,208) | 77,042 | 62,834 | ||||
OPERATING INCOME (EXPENSES) | ||||||||
Selling expenses | - | (11,389) | (29,908) | (41,297) | ||||
General and administrative expenses | (1,443) | (5,106) | (19,250) | (24,356) | ||||
Impairment loss on trade and other receivables | - | - | 251 | 251 | ||||
Other operating expenses, net | - | (17,770) | (3,942) | (21,712) | ||||
Income from associates and joint ventures | (46,647) | - | - | - | ||||
INCOME (LOSS) BEFORE FINANCIAL RESULTS AND INCOME TAXES | (42,475) | (48,473) | 24,193 | (24,280) | ||||
Financial expenses | - | (20,982) | (18,358) | (39,340) | ||||
Financial income | - | 8,284 | 1,269 | 9,553 | ||||
INCOME (LOSS) BEFORE TAXES | (42,475) |
| (61,171) | 7,104 | (54,067) | |||
Current income taxes | - | - | (2,008) | (2,008) | ||||
Deferred income taxes | 97,750 | 100,380 | 789 | 101,169 | ||||
NET INCOME | 55,275 | 39,209 | 5,885 | 45,094 | ||||
Loss on sale of investments and realization of other comprehensive income | (862,818) | (862,818) | - | (862,818) | ||||
Impairment loss on the remeasuarement at fair value less cost to sell | (81,329) | - | (81,329) | (81,329) | ||||
LOSS FROM DISCONTINUED OPERATIONS | (888,872) | (823,609) | (75,444) | (899,053) | ||||
|
|
| ||||||
Net Loss From Discontinued Operation Attributable to | ||||||||
Controlling shareholders | (888,872) | (823,609) | (65,263) | (888,872) | ||||
Non-controlling interest | - | - | (10,181) | (10,181) |
(1) The positive effect on cost refers to allocations of expenses to products destined to the markets of the discontinued operations.
(2) Refers to the results of operations until the effective sale date: Avex S.A until February 03, 2019 and Campo Austral S.A. until March 10, 2019.
83
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
January to March 2018 | ||||||||
Parent company |
| Consolidated | ||||||
Operations from Argentine | Operation from Europe and Thailand | Total | ||||||
NET SALES | 456 | 444,328 | 673,469 | 1,117,797 | ||||
Cost of sales | 5,916 | (409,010) | (566,508) | (975,518) | ||||
GROSS PROFIT (1) | 6,372 | 35,318 | 106,961 | 142,279 | ||||
OPERATING INCOME (EXPENSES) | ||||||||
Selling expenses | - | (41,657) | (53,330) | (94,987) | ||||
General and administrative expenses | (1,537) | (6,175) | (17,321) | (23,496) | ||||
Impairment loss on trade and other receivables | - | (5,554) | (2,049) | (7,603) | ||||
Other operating expenses, net | 4,581 | 8,321 | 437 | 8,758 | ||||
Income from associates and joint ventures | 68,779 | - | - | - | ||||
INCOME (LOSS) BEFORE FINANCIAL RESULTS AND INCOME TAXES | 78,195 | (9,747) | 34,698 | 24,951 | ||||
Financial expenses | - | 7,073 | 24,246 | 31,319 | ||||
Financial income | - | 10,349 | (1,290) | 9,059 | ||||
INCOME BEFORE TAXES | 78,195 | 7,675 | 57,654 | 65,329 | ||||
Current income taxes | - | (4) | (8,479) | (8,483) | ||||
Deferred income taxes | - | 11,144 | 2,683 | 13,827 | ||||
INCOME FROM DISCONTINUED OPERATIONS | 78,195 | 18,815 | 51,858 | 70,673 | ||||
|
|
| ||||||
Net Income From Discontinued Operation Attributable to | ||||||||
Controlling shareholders | 78,195 | 18,919 | 59,276 | 78,195 | ||||
Non-controlling interest | - | (104) | (7,418) | (7,522) |
(1) The positive effect on cost refers to allocations of expenses to products destined to the markets of discontinued operations.
84
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
Parent company | Consolidated | |||||||
January to March 2019 | January to March 2018 | January to March 2019 | January to March 2018 | |||||
OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS | ||||||||
Income (loss) | (888,872) | 78,195 | (899,053) | 70,673 | ||||
Adjustments to reconcile loss to generated cash |
|
| ||||||
Depreciation and amortization | - | - | 3,163 | 64,332 | ||||
Depreciation and depletion of biological assets | - | - | 6,276 | 5,902 | ||||
Loss on disposals of property, plant and equipments | - | - | 6,258 | 86 | ||||
Provision for tax, civil and labor risks | - | - | (493) | (20,301) | ||||
Income from associates and joint ventures | 800,451 | (68,779) | - | - | ||||
Gain (loss) on disposal of discontinued operations | 190,343 | - | 862,818 | - | ||||
Provision for losses in inventories | - | - | (7,644) | - | ||||
Impairment | - | 312,934 | 81,329 | - | ||||
Financial results, net | - | - | 29,789 | (40,378) | ||||
Deferred income tax | (97,750) | - | (101,169) | (13,827) | ||||
Others | - | - | (6,262) | 109 | ||||
Cash flow provided by operating activities before working capital | 4,172 | 322,350 | (24,988) | 66,596 | ||||
Trade accounts receivable | - | - | (105,186) | (1,285) | ||||
Inventories | - | - | 3,717 | 25,750 | ||||
Current biological assets | - | - | 55 | (1,802) | ||||
Trade accounts payable | - | - | 17,820 | (93,584) | ||||
Supply chain finance | - | - | (28) | (374) | ||||
Cash generated by operating activities | 4,172 | 322,350 | (108,610) | (4,699) | ||||
Financial Investments at FVPL | - | - | (6,472) | (42,289) | ||||
Redemption of Financial Investments at FVPL | - | - | 29,097 | 19,629 | ||||
Interest paid | - | - | - | (1,413) | ||||
Interest on shareholders' equity received | - | - | 3,152 | 2,857 | ||||
Other assets and liabilities | 83,326 | 11,047 | (2,196) | (247,106) | ||||
Net cash (used in) provided by operating activities from discontinued operations | 87,498 | 333,397 | (85,029) | (273,021) | ||||
INVESTING ACTIVITIES FROM DISCONTINUED OPERATIONS | ||||||||
Additions to property, plant and equipment | - | - | (11,543) | (10,622) | ||||
Additions to non-current biological assets | - | - | (7,694) | (6,638) | ||||
Additions to intangible assets | - | - | - | (7) | ||||
Proceeds from disposals of property, plant and equipment | - | - | 64,472 | - | ||||
Net cash used in investing activities from discontinued operations | - | - | 45,235 | (17,267) | ||||
FINANCING ACTIVITIES FROM DISCONTINUING OPERATIONS |
|
|
|
| ||||
Proceeds from debt issuance | - | - | 10,122 | 454,563 | ||||
Repayment of debt | - | - | (8,555) | (321,315) | ||||
Net cash (used in) provided by financing activities from discontinued operations | - | - | 1,567 | 133,248 | ||||
Net decrease in cash and cash equivalents | 87,498 | 333,397 | (38,227) | (157,040) | ||||
At the beginning of the period | - | - | 166,449 | 488,185 | ||||
At the end of the period | 87,498 | 333,397 | 128,222 | 331,145 |
85
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
13. INCOME AND SOCIAL CONTRIBUTION TAXES
13.1. Deferred income and social contribution taxes
Parent company | Consolidated | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Assets | |||||||
Tax loss carryforwards (corporate income tax) | 1,769,362 | 1,722,283 | 1,772,873 | 1,723,991 | |||
Negative calculation basis (social contribution tax) | 674,058 | 651,803 | 674,970 | 652,418 | |||
Temporary differences - Assets | |||||||
Provisions for tax, civil and labor risks | 324,312 | 322,987 | 324,312 | 322,987 | |||
Suspended collection taxes | 25,226 | 22,945 | 25,226 | 22,945 | |||
Expected credit losses | 126,796 | 126,624 | 126,857 | 126,627 | |||
Provision for property, plant and equipment losses | 21,113 | 37,110 | 21,113 | 37,110 | |||
Provision for losses on tax credits | 62,873 | 62,668 | 62,873 | 62,670 | |||
Provision for other obligations | 79,964 | 106,869 | 79,964 | 106,869 | |||
Provision for inventory losses | 27,888 | 39,508 | 27,936 | 39,508 | |||
Employees' benefits plan | 141,061 | 137,484 | 141,061 | 137,484 | |||
Unrealized losses on derivatives financial instruments | - | 30,494 | - | 30,494 | |||
Unrealized losses on inventories | - | - | 6,617 | 2,359 | |||
Expected credit losses - notes receivables | 2,716 | 6,859 | 2,716 | 6,859 | |||
Estimated annual effective tax rate - CPC 21 | 536,352 | - | 536,352 | - | |||
Business combination - Sadia (1) | 54,034 | 84,587 | 54,034 | 84,587 | |||
Other temporary differences | 89,341 | 91,849 | 117,762 | 135,847 | |||
3,935,096 | 3,444,070 | 3,974,666 | 3,492,755 | ||||
Temporary differences - Liabilities | |||||||
Unrealized gains on fair value | (83,511) | (101,400) | (83,511) | (101,400) | |||
Difference between tax basis and accounting basis of goodwill amortization | (318,738) | (318,454) | (318,738) | (318,454) | |||
Difference between tax depreciation rate and accounting depreciation rate (useful life) | (779,543) | (754,094) | (779,543) | (754,094) | |||
Business combination - Sadia (1) | (949,304) | (724,015) | (949,304) | (724,015) | |||
Business combination - AKF | - | - | (18,826) | (19,152) | |||
Business combination - other companies | - | - | (26,965) | (20,421) | |||
Other - exchange rate variation | - | - | (73,593) | (60,752) | |||
Other temporary differences | (16,143) | (28,531) | - | (40,589) | |||
(2,147,239) | (1,926,494) | (2,250,480) | (2,038,877) | ||||
Total deferred tax | 1,787,857 | 1,517,576 | 1,724,186 | 1,453,878 | |||
Total Assets | 1,787,857 | 1,517,576 | 1,816,701 | 1,519,652 | |||
Total Liabilities | - |
| - |
| (92,515) |
| (65,774) |
1,787,857 | 1,517,576 | 1,724,186 | 1,453,878 |
(1) | The deferred tax asset on the business combination with Sadia is computed on the difference between the goodwill amortization tax basis and the goodwill amortization accounting basis, based on the purchase price allocation date. Deferred tax liability on business combination with Sadia is substantially represented by the fair value of property, plant and equipment, trademarks and contingent liabilities. |
86
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
Parte inferior do formulárioThe roll-forward of deferred tax assets is set forth below:
Parent company | Consolidated | ||
03.31.19 | 03.31.19 | ||
Beginning balance | 1,517,576 | 1,453,878 | |
Deferred income and social contribution taxes recognized in the statement of income | 190,137 | 200,889 | |
Deferred income and social contribution taxes recognized in other comprehensive income | (17,606) | (31,949) | |
Deferred income and social contribution taxes related to discontinued operations | 97,750 | 101,169 | |
Other | - | 199 | |
Ending balance | 1,787,857 | 1,724,186 |
13.2. Estimated period of realization
Deferred tax assets arising from temporary differences will be realized as these differences are settled. The period of settlement or realization of such differences is uncertain and is tied to several factors that are not under the control of the Management.
When assessing 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 and strategic plans, adjusted by the main fiscal additions and exclusions, which were approved by the Company's Board of Directors and Fiscal Council. Based on this estimate, Management believes that it is probable that the deferred tax will be realized, as set forth below:
Parent company | Consolidated | ||
2020 | 28,356 | 28,356 | |
2021 | 130,528 | 130,528 | |
2022 | 180,261 | 180,261 | |
2023 | 282,281 | 282,281 | |
2024 to 2026 | 1,001,310 | 1,001,310 | |
2027 onwards | 820,684 | 825,107 | |
2,443,420 | 2,447,843 |
87
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
13.3. Income and social contribution taxes reconciliation
Parent company | Consolidated | ||||||
January to March 2019 | Restated | January to March 2019 | Restated | ||||
Loss before income and social contribution taxes - continued operations | (302,200) | (236,446) | (290,067) | (227,149) | |||
Nominal tax rate | 34% | 34% | 34% | 34% | |||
Credit (expense) at nominal rate | 102,748 | 80,392 | 98,623 | 77,231 | |||
Reconciling itens | |||||||
Income from associates and joint ventures | 86,609 | 26,649 | (56) | (5,897) | |||
Exchange rate variation on foreign investments | (14,404) | 20,058 | (4,000) | 7,772 | |||
Difference of tax rates on results of foreign subsidiaries | - | - | 67,096 | 87,132 | |||
Deferred tax assets not recognized (1) | (54,336) | - | (54,336) | - | |||
Investment grant | - | 10,381 | - | 10,381 | |||
Estimated annual effective tax rate - CPC 21 | 196,959 | (56,656) | 196,959 | (73,885) | |||
Reversal of provision without deferred constituted | (130,390) | - | (130,390) | - | |||
Other permanent differences | 2,951 | 3,766 | 2,893 | (8,441) | |||
190,137 | 84,590 | 176,789 | 94,293 | ||||
Current income tax | - | - | (24,100) | (21,636) | |||
Deferred income tax | 190,137 | 84,590 | 200,889 | 115,929 |
(1) Amount referring to the non-recognition of deferred tax on tax loss and negative basis in the amount of R$159,813 in the parent company and consolidated.
The taxable income and income taxes of the foreign subsidiaries are set forth below:
Consolidated | |||
January to March 2019 | Restated | ||
Taxable income from foreign subsidiaries | (993,931) | 293,786 | |
Current income tax from foreign subsidiaries | (24,079) | (21,554) | |
Deferred income tax from foreign subsidiaries | 4,680 | 1,854 |
The Company’s Management has determined that the earnings recorded by the holdings of its wholly-owned subsidiaries 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$2,905,236 as of March 31, 2019 (R$3,401,418 as of December 31, 2018).
Brazilian income taxes declarations are subject to review by the authorities for a five-year period after the delivery. The Company may be subject to additional taxes, interest and penalties resulting from these reviews. Subsidiaries located abroad are taxed in their respective jurisdictions, according to local regulations.
88
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
14. JUDICIAL DEPOSITS
The rollforward of the judicial deposits is set forth below:
Parent company | |||||||
Tax | Labor | Civil, commercial and other | Total | ||||
|
|
|
|
|
| 03.31.19 | |
Beginning balance | 288,377 | 351,648 | 29,073 | 669,098 | |||
Additions | 3,400 | 44,808 | 1,142 | 49,350 | |||
Reversals | (22) | (10,610) | (3) | (10,635) | |||
Write-offs | (259) | (32,656) | (2,217) | (35,132) | |||
Price index update | 2,795 | 1,530 | 134 | 4,459 | |||
Ending balance | 294,291 | 354,720 | 28,129 | 677,140 |
Consolidated | |||||||
Tax | Labor | Civil, commercial and other | Total | ||||
03.31.19 | |||||||
Beginning balance | 288,376 | 351,651 | 29,071 | 669,098 | |||
Additions | 3,400 | 44,811 | 1,142 | 49,353 | |||
Reversals | (22) | (10,610) | (3) | (10,635) | |||
Write-offs | (259) | (32,656) | (2,217) | (35,132) | |||
Price index update | 2,796 | 1,530 | 136 | 4,462 | |||
Exchange rate variation | - | (1) | - | (1) | |||
Ending balance | 294,291 | 354,725 | 28,129 | 677,145 |
15. RESTRICTED CASH
Average interest rate (p.a.) | Parent company | Consolidated | |||||||||||
Maturity (1) | Currency | 03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||||||
Bank deposit certificates (2) | 2.22 | R$ | 6.19% | 366,168 | 504,480 | 366,168 | 504,480 | ||||||
National treasury certificates (3) | 1.00 | R$ | 20.28% | 239,928 | 233,692 | 239,928 | 233,692 | ||||||
Bank deposit (4) | - | US$ | - | - | - | 20,395 | 21,037 | ||||||
Time Deposit (5) | 1.24 | US$ | 3.80% | 138,218 | 102,412 | 138,218 | 102,412 | ||||||
744,314 | 840,584 | 764,709 | 861,621 | ||||||||||
Current | 354,268 | 256,284 | 374,663 | 277,321 | |||||||||
Non-current | 390,046 | 584,300 | 390,046 | 584,300 |
(1) Weighted average maturity in years.
(2) Deposit pledged as collateral in the disposal of the dairy segment to the Groupe Lactalis (“Parmalat”) with maturity in 2021 and in the sale of Gale.
(3) Certificates with maturity in 2020 pledged as collateral for the loan obtained through the Special Program Asset Restructuring (“PESA”) (note 19).
(4) Deposit linked to operations in the international market.
(5) Time Deposit linked to operations of Credit Export Notes (NCE).
89
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
16. INVESTMENTS
16.1. Investments breakdown
Parent company | Consolidated | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Investment in associates and affiliates | 4,142,566 | 4,042,451 | 62,892 | 70,546 | |||
Goodwill SATS BRF | - | - | 7,136 | 7,059 | |||
4,142,566 | 4,042,451 | 70,028 | 77,605 | ||||
Other investments | 583 | 1,107 | 7,585 | 8,400 | |||
4,143,149 | 4,043,558 | 77,613 | 86,005 |
90
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
16.2. 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 | Avex S.A. | Sadia Alimentos S.A. | Sadia International Ltd. | Sadia Uruguay S.A. | Sadia Overseas S.A. | Eclipse Holding Cooperatief | VIP S.A. Empr. e Particip. Imob | PP-BIO | UP! Alimentos Ltda | Total | ||||||||||||||||||
03.31.19 | 12.31.18 | ||||||||||||||||||||||||||||||||
a) Participation as of march 31, 2019 | |||||||||||||||||||||||||||||||||
% of share | 100.00% | 100.00% | 99.94% | 100.00% | 100.00% | 99.99% | 0.00% | 43.10% | 100.00% | 94.90% | 2.00% | 0.01% | 100.00% | 66.67% | 50.00% | ||||||||||||||||||
Total number of shares and membership interests | 6,963,854 | 1 | 100 | 27,664,086 | 100 | 5,463,850 | - | 594,576,682 | 900,000 | 2,444,753,091 | 50,000 | 10,000 | 14,249,459 | - | 1,000 | ||||||||||||||||||
Number of shares and membership interest held | 6,963,854 | 1 | 100 | 27,664,086 | 100 | 5,463,849 | - | 256,253,695 | 900,000 | 2,319,989,778 | 1,000 | 1 | 14,249,459 | - | 500 | ||||||||||||||||||
- | |||||||||||||||||||||||||||||||||
b) Information as of march 31, 2019 | |||||||||||||||||||||||||||||||||
Share capital | 5,972 | 6,523 | 1,186 | 27,664 | 42,783 | 5,564 | - | 338,054 | 2,933 | 497,012 | 165 | 334,999 | 50 | - | - | ||||||||||||||||||
Shareholders' equity | 161 | 5,203,255 | (14) | 24,444 | (166,524) | 5,807 | - | 12,365 | 228,889 | 79,861 | 1,367 | (33,941) | 2,315 | - | - | ||||||||||||||||||
Income (loss) for the exercise | (37) | (830,457) | (3) | (2,544) | 10,581 | 47 | (20,245) | (38,167) | (4,955) | (115,196) | (1) | (18,331) | 26 | - | - | ||||||||||||||||||
c) Balance of investments as of march 31, 2019 | |||||||||||||||||||||||||||||||||
Beginning balance | 1,404 | 3,710,990 | - | 27,059 | - | 5,760 | - | - | 225,508 | 56,967 | 27 | - | 2,290 | 4,199 | 8,247 | 4,042,451 | 4,959,644 | ||||||||||||||||
Adjustment of previous years (adoption of IFRS 9 and hyperinflation) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 128,959 | |||||||||||||||||
Equity pick-up | (37) | (730,445) | (1) | (2,544) | 10,581 | 47 | (17,492) | (31,626) | (4,603) | (102,637) | - | (3) | 26 | - | - | (878,734) | (1,020,030) | ||||||||||||||||
Hyperinflation on goodwill | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 133,220 | |||||||||||||||||
Unrealized profit in inventory | - | - | - | (71) | - | - | (162) | - | - | (2) | - | - | - | - | - | (235) | 538 | ||||||||||||||||
Disposals by incorporation | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (540,444) | ||||||||||||||||
Exchange rate variation on goodwill | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (205,948) | ||||||||||||||||
Amortization of fair value of assets and liabilities acquired | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (2,660) | ||||||||||||||||
Advance for future capital increase | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 133,043 | ||||||||||||||||
Exchange rate variation on foreign investments | - | (43,746) | - | - | 10 | - | - | - | 1,378 | - | (6) | - | - | - | - | (42,364) | 299,576 | ||||||||||||||||
Other comprehensive income | - | 857,486 | (2) | - | (67,653) | - | (4,606) | 17,781 | 6,606 | 121,449 | 6 | - | 2 | - | - | 931,069 | 205,305 | ||||||||||||||||
Capital increase | - | - | - | - | - | - | - | - | - | - | - | - | - | 129 | - | 129 | 1,588,083 | ||||||||||||||||
Reversal of provision for losses on investments | - | - | - | - | (109,463) | - | - | - | - | - | - | - | - | - | - | (109,463) | (318,931) | ||||||||||||||||
Impairment of investment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (406,452) | ||||||||||||||||
Dividends and interests on shareholders' equity | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (8,247) | (8,247) | (4,739) | ||||||||||||||||
Sale of equity stake | - | - | - | - | - | - | 21,593 | - | - | - | - | - | - | - | - | 21,593 | (5,835) | ||||||||||||||||
Gain or loss on equity stake changes | - | - | - | - | - | - | 667 | - | - | - | - | - | (5) | - | - | 662 | (790,688) | ||||||||||||||||
Provision for losses on investments | - | - | 3 | - | 166,525 | - | - | - | - | - | - | 3 | - | - | - | 166,531 | 109,476 | ||||||||||||||||
Transfer to held for sale and discontinued operations | - | - | - | - | - | - | - | 19,174 | - | - | - | - | - | - | - | 19,174 | (219,666) | ||||||||||||||||
1,367 | 3,794,285 | - | 24,444 | - | 5,807 | - | 5,329 | 228,889 | 75,777 | 27 | - | 2,313 | 4,328 | - | 4,142,566 | 4,042,451 |
The exchange rate variation gains on the investments in foreign subsidiaries whose functional currency is the Brazilian Reais, for the period ended March 31, 2019 totaled R$11,453, (gain of R$23,665 as of March 31, 2018) and has been recognized as financial result in the consolidated statement of income.
On March 31, 2019, these associates, affiliates and joint ventures do not have any restriction to repay their loans or advances to the Company.
91
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
17. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment rollforward is set forth below:
Parent company | |||||||||||||
Weighted average depreciation rate (p.a.) | 12.31.18 | Initial adoption | Additions | Disposals | Transfers (1) | 03.31.19 | |||||||
Cost | |||||||||||||
Land | - | 504,851 | 21,120 | - | (318) | 2 | 525,655 | ||||||
Buildings and improvements | - | 7,091,305 | 2,087,528 | - | (33,839) | 48,229 | 9,193,223 | ||||||
Machinery and equipment | - | 7,771,340 | 377 | 2,610 | (96,266) | 54,378 | 7,732,439 | ||||||
Facilities | - | 17,246 | - | - | - | (14,692) | 2,554 | ||||||
Furniture and fixtures | - | 102,732 | - | 14 | (2,889) | 1,091 | 100,948 | ||||||
Vehicles | - | 7,491 | 7,669 | - | (29) | - | 15,131 | ||||||
Construction in progress | - | 418,630 | - | 71,134 | - | (125,644) | 364,120 | ||||||
Advances to suppliers | - | 267 | - | - | - | (267) | - | ||||||
15,913,862 | 2,116,694 | 73,758 | (133,341) | (36,903) | 17,934,070 | ||||||||
Depreciation | |||||||||||||
Buildings and improvements | 5.77% | (2,532,762) | - | (153,847) | 5,898 | (9,316) | (2,690,027) | ||||||
Machinery and equipment | 6.57% | (3,485,179) | - | (124,123) | 91,881 | 7,801 | (3,509,620) | ||||||
Facilities | 5.00% | (1,795) | - | (32) | - | 1,525 | (302) | ||||||
Furniture | 6.67% | (55,732) | - | (1,203) | 2,854 | (13) | (54,094) | ||||||
Vehicles | 23.14% | (7,221) | - | (731) | 29 | - | (7,923) | ||||||
(6,082,689) | - | (279,936) | 100,662 | (3) | (6,261,966) | ||||||||
9,831,173 | 2,116,694 | (206,178) | (32,679) | (36,906) | 11,672,104 |
(1) Refers to the transfer of R$33,937 to intangible assets, R$8 to assets held for sale and R$2,961 to biological assets.
92
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
Consolidated | |||||||||||||
Weighted average depreciation rate (p.a.) | 12.31.18 | Initial adoption | Additions | Disposals | Transfers (1) | 03.31.19 | |||||||
Cost | |||||||||||||
Land | - | 536,878 | 23,453 | - | (318) | 28,374 | 585,055 | ||||||
Buildings and improvements | - | 7,446,230 | 2,238,471 | 23 | (33,839) | 39,386 | 9,685,543 | ||||||
Machinery and equipment | - | 8,272,920 | 1,101 | 3,932 | (96,292) | 49,309 | 8,217,953 | ||||||
Facilities | - | 144,315 | - | - | - | (16,870) | 128,174 | ||||||
Furniture and fixtures | - | 159,902 | - | 59 | (4,576) | 1,121 | 155,704 | ||||||
Vehicles | - | 17,402 | 94,065 | 39 | (29) | (11,084) | 100,230 | ||||||
Construction in progress | - | 409,696 | - | 71,715 | - | (115,168) | 365,198 | ||||||
Advances to suppliers | - | 13,425 | - | 2,123 | - | (11,971) | 3,482 | ||||||
17,000,768 | 2,357,090 | 77,891 | (135,054) | (36,903) | 19,241,339 | ||||||||
Depreciation | |||||||||||||
Land | 36.04% | - | - | (214) | - | (211) | |||||||
Buildings and improvements | 4.10% | (2,578,932) | - | (167,984) | 5,898 | (9,316) | (2,749,637) | ||||||
Machinery and equipment | 6.29% | (3,620,421) | - | (131,651) | 90,814 | 7,800 | (3,650,488) | ||||||
Facilities | 5.00% | (23,256) | - | (1,490) | - | 1,525 | (23,270) | ||||||
Furniture | 6.67% | (71,062) | - | (2,599) | 2,854 | (12) | (70,570) | ||||||
Vehicles | 18.65% | (10,099) | - | (9,738) | 29 | - | (19,939) | ||||||
(6,303,770) | - | (313,676) | 99,595 | (3) | (6,514,115) | ||||||||
10,696,998 | 2,357,090 | (235,785) | (35,459) | (36,906) | 12,727,224 |
(1) Refers to the transfer of R$33,937 to intangible assets, R$8 to assets held for sale and R$2,961 to biological assets.
93
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
The Company has fixed assets fully depreciated items that are still operating. The composition of these items is set forth below:
Parent company | Consolidated | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Cost | |||||||
Buildings and improvements | 136,981 | 143,805 | 145,024 | 151,830 | |||
Machinery and equipment | 635,945 | 663,766 | 663,457 | 692,079 | |||
Facilities | 87,172 | 83,318 | 89,237 | 85,564 | |||
Furniture and fixtures | 19,438 | 20,893 | 23,039 | 27,285 | |||
Vehicles | 6,334 | 4,794 | 6,839 | 5,346 | |||
885,870 | 916,576 | 927,596 | 962,104 |
During the period ended March 31, 2019, the Company capitalized interest in the amount of R$5,302 in the parent company and R$5,324 in the consolidated (R$4,549 in the parent company and R$4,892 in the consolidated as of March 31, 2018). The weighted average interest rate utilized to determine the capitalized amount was 6.13% p.a. in the parent company and 2.23% p.a. in the consolidated (7.03% p.a. in the parent company and 15.36% in the consolidated as of March 31, 2018). The amount related to discontinued operations is R$3,292 in the consolidated as of March 31, 2019 (R$2,427 as of March 31, 2018).
On March 31, 2019, except for the built to suit agreement mentioned in note 23.2, the Company had no commitments assumed related to the 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 and Consolidated | ||||||
03.31.19 | 12.31.18 | |||||
Type of collateral | Book value of the collateral | Book value of the collateral | ||||
Land | Financial/Tax | 239,196 | 239,039 | |||
Buildings and improvements | Financial/Tax | 1,789,946 | 1,800,115 | |||
Machinery and equipment | Financial/Labor/Tax/Civil | 1,839,742 | 1,877,369 | |||
Furniture and fixtures | Financial/Tax | 18,077 | 18,624 | |||
Vehicles | Financial/Tax | 519 | 550 | |||
3,887,480 | 3,935,697 |
94
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
18. INTANGIBLE ASSETS
The intangible assets rollforward is set forth below:
| Parent company | ||||||||||||
Weighted average amortization rate (p.a.) | 12.31.18 | Initial adoption | Additions | Disposals | Transfers | 03.31.19 | |||||||
Cost | |||||||||||||
Non-compete agreement | - | 63,624 | - | 4,987 | - | - | 68,611 | ||||||
Goodwill | - | 1,783,655 | - | - | - | - | 1,783,655 | ||||||
Ava | - | 49,368 | - | - | - | - | 49,368 | ||||||
Eleva Alimentos | - | 696,629 | - | - | - | - | 696,629 | ||||||
Incubatório Paraíso | - | 656 | - | - | - | - | 656 | ||||||
Paraíso Agroindustrial | - | 16,751 | - | - | - | - | 16,751 | ||||||
Perdigão Mato Grosso | - | 7,636 | - | - | - | - | 7,636 | ||||||
Sadia | - | 1,012,615 | - | - | - | - | 1,012,615 | ||||||
Outgrowers relationship | - | 15,022 | - | - | - | - | 15,022 | ||||||
Intangible in progress | - | - | 61 | 59,977 | - | (49,136) | 10,902 | ||||||
Trademarks | - | 1,152,885 | - | - | - | - | 1,152,885 | ||||||
Patents | - | 5,970 | - | - | - | - | 5,970 | ||||||
Software | - | 434,242 | - | - | (50,231) | 83,070 | 467,081 | ||||||
3,455,398 | 61 | 64,964 | (50,231) | 33,934 | 3,504,126 | ||||||||
Amortization | |||||||||||||
Non-compete agreement | 46.02% | (35,246) | - | (7,268) | - | - | (42,514) | ||||||
Outgrowers relationship | 13.30% | (11,552) | - | (427) | (3) | - | (11,982) | ||||||
Patents | 20.00% | (5,055) | - | (128) | - | - | (5,183) | ||||||
Software | 28.27% | (249,832) | - | (29,902) | 50,234 | 3 | (229,497) | ||||||
(301,685) | - | (37,725) | 50,231 | 3 | (289,176) | ||||||||
3,153,713 | 61 | 27,239 | - | 33,937 | 3,214,950 |
| Consolidated | ||||||||||||||
Weighted average amortization rate (p.a.) | 12.31.18 | Initial adoption | Additions | Disposals | Transfers | Exchange rate variation | 03.31.19 | ||||||||
Cost | |||||||||||||||
Non-compete agreement | - | 90,012 | - | 4,987 | - | - | 154 | 95,153 | |||||||
Goodwill | - | 2,694,965 | - | - | - | - | (5,489) | 2,689,476 | |||||||
AKF | - | 153,945 | - | - | - | - | 871 | 154,816 | |||||||
Ava | - | 49,368 | - | - | - | - | - | 49,368 | |||||||
Banvit Bandirma Vitaminli | - | 162,293 | - | - | - | - | (9,586) | 152,707 | |||||||
BRF AFC | - | 153,507 | - | - | - | - | 664 | 154,171 | |||||||
Eleva Alimentos | - | 696,629 | - | - | - | - | - | 696,629 | |||||||
Federal Foods LLC | - | 74,788 | - | - | - | - | 425 | 75,213 | |||||||
Federal Foods Qatar L.L.C | - | 366,779 | - | - | - | - | 2,137 | 368,916 | |||||||
Incubatório Paraíso | - | 656 | - | - | - | - | - | 656 | |||||||
Paraíso Agroindustrial | - | 16,751 | - | - | - | - | - | 16,751 | |||||||
Perdigão Mato Grosso | - | 7,636 | - | - | - | - | - | 7,636 | |||||||
Sadia | - | 1,012,613 | - | - | - | - | - | 1,012,613 | |||||||
Outgrowers relationship | - | 15,022 | - | - | - | - | - | 15,022 | |||||||
Intangible in progress | - | - | 61 | 59,977 | - | (49,136) | - | 10,902 | |||||||
Trademarks | - | 1,336,162 | - | - | - | - | (10,825) | 1,325,337 | |||||||
Patents | - | 6,066 | - | - | - | - | - | 6,066 | |||||||
Customer relationship | - | 896,039 | - | - | - | - | (17,501) | 878,538 | |||||||
Software | - | 491,832 | - | 29 | (50,231) | 83,070 | (743) | 523,957 | |||||||
5,530,098 | 61 | 64,993 | (50,231) | 33,934 | (34,404) | 5,544,451 | |||||||||
Amortization | |||||||||||||||
Non-compete agreement | 37.51% | (45,802) | - | (8,552) | - | - | (106) | (54,460) | |||||||
Outgrowers relationship | 13.30% | (11,553) | - | (426) | (3) | - | - | (11,982) | |||||||
Patents | 19.89% | (5,149) | - | (128) | - | - | - | (5,277) | |||||||
Customer relationship | 6.67% | (172,450) | - | (16,408) | - | - | 1,461 | (187,397) | |||||||
Software | 27.47% | (275,746) | - | (32,436) | 50,234 | 3 | 164 | (257,781) | |||||||
(510,700) | - | (57,950) | 50,231 | 3 | 1,519 | (516,897) | |||||||||
5,019,398 | 61 | 7,043 | - | 33,937 | (32,885) | 5,027,554 |
During the three-month period ended March 31, 2019, Management did not identify and eventthat could indicate an impairment of such assets.
95
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
19. LOANS AND FINANCING
Parent company | |||||||||||||||||||||||||||
Charges (p.a.) | Weighted average | WAMT (1) | Current | Non-current | 03.31.19 | Borrowing | Amortization | Interest paid | Interest accrued | Exchange rate variation | Current | Non-current | 12.31.18 | ||||||||||||||
Local currency | |||||||||||||||||||||||||||
Working capital | Fixed rate / 118% of CDI | 7.95% | 1.6 | 2,196,332 | 3,697,070 | 5,893,402 | 797,280 | (782,761) | (97,623) | 113,482 | - | 1,695,391 | 4,167,633 | 5,863,024 | |||||||||||||
Certificate of agribusiness receivables | 96.20% of CDI / IPCA + 5.90% | 6.06% | 1.9 | 1,157,575 | 1,483,468 | 2,641,043 | - | - | - | 43,541 | - | 1,114,904 | 1,482,598 | 2,597,502 | |||||||||||||
Development bank credit lines | Fixed rate / Selic / TJLP + 1.20% | 6.14% | 0.9 | 176,831 | 11,411 | 188,242 | - | (78,043) | (2,729) | 4,469 | - | 220,414 | 44,131 | 264,545 | |||||||||||||
Export credit facility | 109.45% of CDI | 9.02% | 3.0 | 74,768 | 1,586,871 | 1,661,639 | - | - | - | 36,312 | - | 39,294 | 1,586,033 | 1,625,327 | |||||||||||||
Special program asset restructuring | Fixed rate / IGPM + 4.90% | 13.17% | 1.0 | 270,098 | - | 270,098 | - | - | (4,928) | 1,600 | - | 3,761 | 269,665 | 273,426 | |||||||||||||
Fiscal incentives | 2.40% | 2.40% | 0.5 | 17,896 | - | 17,896 | 14,570 | - | (84) | 93 | - | 3,317 | - | 3,317 | |||||||||||||
3,893,500 | 6,778,820 | 10,672,320 | 811,850 | (860,804) | (105,364) | 199,497 | - | 3,077,081 | 7,550,060 | 10,627,141 | |||||||||||||||||
Foreign currency | |||||||||||||||||||||||||||
Bonds | 3.86% | 3.86% | 4.3 | 153,468 | 7,424,125 | 7,577,593 | - | - | - | 89,302 | 488 | 68,053 | 7,419,750 | 7,487,803 | |||||||||||||
Export credit facility | LIBOR + 0.95% | 4.58% | 1.7 | 207,971 | 387,057 | 595,028 | - | (126,332) | - | 7,192 | (142) | 329,847 | 384,463 | 714,310 | |||||||||||||
Advances for foreign exchange rate contracts | 4.74% (4.67% on 12.31.18) + e.r. US$ | 4.74% (4.67% on 12.31.18) + e.r. US$ | 0.7 | 315,946 | - | 315,946 | 92,750 | - | - | 3,031 | 5,973 | 214,192 | - | 214,192 | |||||||||||||
677,385 | 7,811,182 |
| 8,488,567 | 92,750 | (126,332) | - | 99,525 | 6,319 | 612,092 | 7,804,213 | 8,416,305 | ||||||||||||||||
4,570,885 | 14,590,002 | 19,160,887 | 904,600 | (987,136) | (105,364) | 299,022 | 6,319 | 3,689,173 | 15,354,273 | 19,043,446 |
96
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
Consolidated | |||||||||||||||||||||||||||
Charges (p.a.) | Weighted average | WAMT (1) | Current | Non-current | 03.31.19 | Borrowing | Amortization | Interest paid | Interest accrued | Exchange rate variation | Current | Non-current | 12.31.18 | ||||||||||||||
Local currency | |||||||||||||||||||||||||||
Working capital | 'Fixed rate / 118% of CDI | 7.95% | 1.6 | 2,196,332 | 3,697,070 | 5,893,402 | 797,281 | (782,761) | (97,623) | 113,482 | - | 1,695,390 | 4,167,633 | 5,863,023 | |||||||||||||
Certificate of agribusiness receivables | 96.20% of CDI / IPCA + 5,90% | 6.06% | 1.9 | 1,157,575 | 1,483,468 | 2,641,043 | - | - | - | 43,541 | - | 1,114,904 | 1,482,598 | 2,597,502 | |||||||||||||
Development bank credit lines | Fixed rate / Selic / TJLP + 1.20% | 6.14% | 0.9 | 176,831 | 11,411 | 188,242 | - | (78,043) | (2,729) | 4,469 | - | 220,414 | 44,131 | 264,545 | |||||||||||||
Export credit facility | 109.45% of CDI | 9.02% | 3.0 | 74,768 | 1,586,871 | 1,661,639 | - | - | - | 36,312 | - | 39,294 | 1,586,033 | 1,625,327 | |||||||||||||
Special program asset restructuring | Fixed rate / IGPM + 4.90% | 13.17% | 1.0 | 270,098 | - | 270,098 | - | - | (4,929) | 1,601 | - | 3,761 | 269,665 | 273,426 | |||||||||||||
Fiscal incentives | 2.40% | 2.40% | 0.5 | 17,896 | - | 17,896 | 14,570 | - | (84) | 93 | - | 3,317 | - | 3,317 | |||||||||||||
3,893,500 | 6,778,820 | 10,672,320 | 811,851 | (860,804) | (105,365) | 199,498 | - | 3,077,080 | 7,550,060 | 10,627,140 | |||||||||||||||||
Foreign currency | |||||||||||||||||||||||||||
Bonds | 4.07% | 4.07% | 4.8 | 492,722 | 9,331,432 | 9,824,154 | - | - | (53,775) | 117,054 | 14,429 | 99,568 | 9,646,878 | 9,746,446 | |||||||||||||
Export credit facility | LIBOR + 0.95% | 4.58% (2.47% on 12.31.18) + e.r. US$ | 1.7 | 207,972 | 387,056 | 595,028 | - | (755,237) | (3,829) | 8,156 | (37,254) | 998,730 | 384,462 | 1,383,192 | |||||||||||||
Advances for foreign exchange rate contracts | 4.74% ('4.67% on 12.31.18) + e.r. US$ | 4.74% ('4.67% on 12.31.18) + e.r. US$ | 0.7 | 315,946 | - | 315,946 | 92,750 | - | - | 3,031 | 5,973 | 214,192 | - | 214,192 | |||||||||||||
Working capital | 22.95% (21.91% on 12.31.18) + e.r TRY | 22.95% (21.91% on 12.31.18) + e.r TRY | 0.9 | 161,262 | 51,734 | 212,996 | 115,413 | (90,492) | (5,382) | 10,478 | (11,495) | 157,819 | 36,655 | 194,474 | |||||||||||||
1,177,902 | 9,770,222 | 10,948,124 | 208,163 | (845,729) | (62,986) | 138,719 | (28,347) | 1,470,309 | 10,067,995 | 11,538,304 | |||||||||||||||||
5,071,402 | 16,549,042 | 21,620,444 | 1,020,014 | (1,706,533) | (168,351) | 338,217 | (28,347) | 4,547,389 | 17,618,055 | 22,165,444 |
(1) Weighted average maturity in years.
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Explanatory Notes (in thousands of Brazilian Reais)
|
The main characteristics of loan and financing agreements entered into by the Companywere disclosed in note 19 of financial statements for the year ended December 31, 2018.
On March 31, 2019, the Company did not have financial covenants clauses related to its loan agreements.
19.1. Loans and financing maturity schedule
The maturity schedule of the loans and financing balances is as follows:
Parent company | Consolidated | ||
03.31.19 | 03.31.19 | ||
2019 | 2,953,724 | 3,036,833 | |
2020 | 3,809,118 | 4,261,015 | |
2021 | 3,054,076 | 3,071,321 | |
2022 | 3,095,165 | 3,095,165 | |
2023 | 3,413,113 | 3,413,113 | |
2024 onwards | 2,835,691 | 4,742,997 | |
19,160,887 | 21,620,444 |
19.2. Guarantees
Parent company | Consolidated | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Total of loans and financing | 19,160,887 | 19,043,446 | 21,620,444 | 22,165,444 | |||
Mortgage guarantees | 206,139 | 267,862 | 206,139 | 267,862 | |||
Related to FINEM-BNDES | 154,656 | 217,620 | 154,656 | 217,620 | |||
Related to tax incentives and other | 51,483 | 50,242 | 51,483 | 50,242 |
The Company is the guarantor of a loan obtained by the Instituto Sadia de Sustentabilidade with 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 March 31, 2019 totaled R$5,395 (R$5,956 as of December 31, 2018) (see note 28.1).
The Company is the guarantor of loans related to a special program, which aimed the local development of outgrowers in the central region of Brazil. The proceeds of such loans are utilized 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 value of these guarantees on March 31, 2019 totaled R$24,642 (R$29,794 as of December 31, 2018).
On March 31, 2019, the Company contracted bank guarantees in the amount ofR$802,069 (R$783,952 as of December 31, 2018) offered mainly in litigations involving the Company´s use of tax credits. These guarantees have an average cost of 1.59% p.a. (1.57% p.a. as of December 31, 2018).
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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)
|
19.3. Commitments
In the normal course of the business, the Company enters into agreements with third parties for the purchase of raw materials with future delivery, mainly for corn and soymeal. The agreed prices in these agreements can be fixed or to be fixed. The Company also enters into other agreements, such as electricity, packaging supplies and manufacturing activities. The firm commitments schedule is set forth below:
Parent company | Consolidated | ||
03.31.19 | 03.31.19 | ||
2019 | 3,622,780 | 4,000,446 | |
2020 | 572,590 | 667,662 | |
2021 | 296,486 | 312,752 | |
2022 | 197,017 | 213,283 | |
2023 | 147,433 | 147,433 | |
2024 onwards | 426,371 | 426,371 | |
5,262,677 | 5,767,947 |
20. TRADE ACCOUNTS PAYABLE
Parent company | Consolidated | ||||||
03.31.19 | Restated (1) | 03.31.19 | Restated (1) | ||||
Domestic suppliers | |||||||
Third parties | 4,501,340 | 4,440,146 | 4,513,297 | 4,458,077 | |||
Related parties | 8,333 | 15,008 | - | - | |||
4,509,673 | 4,455,154 | 4,513,297 | 4,458,077 | ||||
Foreign suppliers | |||||||
Third parties | 366,787 | 374,573 | 1,059,004 | 1,079,438 | |||
Related parties | 253 | 315 | - | - | |||
367,040 | 374,888 | 1,059,004 | 1,079,438 | ||||
(-) Adjustment to present value | (47,602) | (47,970) | (47,618) | (47,990) | |||
4,829,111 | 4,782,072 | 5,524,683 | 5,489,525 | ||||
Current | 4,818,150 | 4,769,269 | 5,513,722 | 5,476,722 | |||
Non-current | 10,961 | 12,803 | 10,961 | 12,803 |
(1) The restatement refers to the separation of the balance of leases, disclosed in the note 23.
For the period ended March 31, 2019, the days payable outstanding is 96 days (94 days on December 31, 2018).
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
On the suppliers balance as of March 31, 2019, R$1,383,185 in the parent company and R$1,383,887 in consolidated (R$1,300,777 in the parent company and R$1,301,304 in consolidated as of December 31, 2018) corresponds to the supply chain finance transactions in 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.
21. SUPPLY CHAIN FINANCE
Parent company and Consolidated | ||||
03.31.19 | 12.31.18 | |||
Supply chain finance - Domestic suppliers | 532,368 | 715,335 | ||
Supply chain finance - Foreign suppliers | 155,724 | 170,448 | ||
688,092 | 885,783 |
The Company has partnerships with several financial institutions that allow the suppliers to anticipate their future receivables. The suppliers have the freedom to choose whether to participate and if so, 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 any material change in the existing commercial conditions with its suppliers. Thus, these operations are presented in the cash flow of operating activities for the periods ended March 31, 2019 and December 31, 2018.
On March 31, 2019, 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 0.53% to 0.75% p.m. (0.52% to 0.75% p.m. on December 31, 2018).
On March 31, 2019, 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 0.39% to 0.49% p.m. (0.31% to 0.50% p.m. on December 31, 2018).
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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)
|
22. DERIVATIVE FINANCIAL INSTRUMENTS
Parent company | Consolidated | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Derivatives designated as hedge accounting | |||||||
Assets | |||||||
Currency non-deliverable forward (NDF) | 10,107 | 16,765 | 10,107 | 16,765 | |||
Currency option contracts | 56,250 | 101,417 | 56,250 | 101,426 | |||
Corn non-deliverable forward (NDF) | 28,228 | 22,169 | 28,228 | 22,169 | |||
Corn future contracts - B3 | - | 1 | - | 1 | |||
Soybean non-deliverable forward (NDF) | 1,501 | 591 | 1,501 | 591 | |||
96,086 | 140,943 | 96,086 | 140,952 | ||||
Liabilities | |||||||
Currency Non-deliverable forward (NDF) | (38,542) | (20,928) | (38,542) | (20,928) | |||
Currency option contracts | (59,699) | (68,531) | (59,699) | (75,779) | |||
Corn non-deliverable forward (NDF) | (10,628) | (3,586) | (10,628) | (3,586) | |||
Corn future contracts - B3 | - | (59) | - | (59) | |||
Commodities (soybean) non-deliverable forward (NDF) | (2,631) | (3,311) | (2,631) | (3,311) | |||
Commodities (soybean meal) non-deliverable forward (NDF) | (2,367) | (2,672) | (2,367) | (2,672) | |||
Commodities (soybean oil) non-deliverable forward (NDF) | - | (4,357) | - | (4,357) | |||
Index / currency swap | - | - | - | (82) | |||
(113,867) | (103,444) | (113,867) | (110,774) | ||||
Derivatives not designated as hedge accounting | |||||||
Assets | |||||||
Currency non-deliverable forward (NDF) | - | - | 564 | 2,411 | |||
Currency future contracts - B3 | 25 | - | 25 | - | |||
Currency option contracts | - | - | 5,889 | 2,575 | |||
Index / stocks / currency swap | 35,592 | 36,401 | 35,592 | 36,401 | |||
35,617 | 36,401 | 42,070 | 41,387 | ||||
Liabilities | |||||||
Currency non-deliverable forward (NDF) | (28,131) | (12,366) | (34,062) | (12,366) | |||
Currency future contracts - B3 | - | (9,367) | - | (9,367) | |||
Currency option contracts | - | - | (7,145) | (3,374) | |||
Index / stocks / currency swap | - | (99,154) | - | (99,154) | |||
(28,131) | (120,887) | (41,207) | (124,261) | ||||
Current assets | 131,703 | 177,344 | 138,156 | 182,339 | |||
Current liabilities | (141,998) | (224,331) | (155,074) | (235,035) |
The collateral given in the transactions set forth above are disclosed in note 7.
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
23. LEASES
The Company is lessee in several lease agreements for forest lands, offices, distribution centers, integrated producers, vehicles, among others. Some contracts have a renewal option for an additional period at the end of the contract, established by additive. Automatic renewals or renewals for undetermined periods are not allowed.
23.1 Right-of-use assets
Parent company | |||||||||||||
Weighted average depreciation rate (p.a.) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Transfers | 03.31.19 | |||||||
Cost | |||||||||||||
Land | - | - | 21,120 | - | - | - | 21,120 | ||||||
Buildings | - | 214,171 | 2,087,528 | - | (30,679) | 20,906 | 2,291,926 | ||||||
Machinery and equipment | - | 129,589 | 377 | 2,518 | (6,126) | (6,414) | 119,944 | ||||||
Facilities | - | 14,492 | - | - | - | (14,492) | - | ||||||
Vehicles | - | - | 7,669 | - | - | - | 7,669 | ||||||
Software | - | 68,424 | 61 | - | (50,160) | 44,376 | 62,701 | ||||||
426,676 | 2,116,755 | 2,518 | (86,965) | 44,376 | 2,503,360 | ||||||||
Depreciation | |||||||||||||
Buildings | 17.13% | (74,527) | - | (97,512) | 778 | (10,013) | (181,274) | ||||||
Machinery and equipment | 37.41% | (75,422) | - | (12,382) | 3,584 | 8,288 | (75,932) | ||||||
Facilities | - | (1,725) | - | - | - | 1,725 | - | ||||||
Vehicles | 31.75% | - | - | (609) | - | - | (609) | ||||||
Software | 72.81% | (57,486) | - | (11,412) | 50,159 | - | (18,739) | ||||||
(209,160) | - | (121,915) | 54,521 | - | (276,554) | ||||||||
217,516 | 2,116,755 | (119,397) | (32,444) | 44,376 | 2,226,806 |
Consolidated | |||||||||||||||
Weighted average depreciation rate (p.a.) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Exchange rate variation | Transfers | 03.31.19 | ||||||||
Cost | |||||||||||||||
Land | - | - | 23,453 | - | - | - | - | 23,453 | |||||||
Buildings | - | 214,171 | 2,238,471 | - | (30,679) | - | 20,906 | 2,442,869 | |||||||
Machinery and equipment | - | 129,589 | 1,101 | 2,518 | (6,126) | - | (6,414) | 120,668 | |||||||
Facilities | - | 14,492 | - | - | - | - | (14,492) | - | |||||||
Vehicles | - | - | 94,065 | - | - | - | - | 94,065 | |||||||
Software | - | 68,424 | 61 | - | (50,160) | - | 44,376 | 62,701 | |||||||
426,676 | 2,357,151 | 2,518 | (86,965) | - | 44,376 | 2,743,756 | |||||||||
Depreciation | |||||||||||||||
Land | 36.04% | - | - | (214) | - | 3 | - | (211) | |||||||
Buildings | 18.03% | (74,527) | - | (109,307) | 778 | (118) | (10,013) | (193,187) | |||||||
Machinery and equipment | 37.46% | (75,422) | - | (12,463) | 3,584 | (1) | 8,288 | (76,014) | |||||||
Facilities | - | (1,725) | - | - | - | - | 1,725 | - | |||||||
Vehicles | 40.98% | - | - | (9,519) | - | (95) | - | (9,614) | |||||||
Software | 72.81% | (57,486) | - | (11,412) | 50,160 | - | - | (18,738) | |||||||
(209,160) | - | (142,915) | 54,522 | (211) | - | (297,764) | |||||||||
217,516 | 2,357,151 | (140,397) | (32,443) | (211) | 44,376 | 2,445,992 |
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Explanatory Notes (in thousands of Brazilian Reais)
|
23.2 Lease liabilities
Parent company | |||||||||||||||||||||||||
WAMT (1) | Current | Non-current | 03.31.19 | Initial adoption IFRS 16 | Additions | Payments | Interest paid | Interest accrued | Disposals | Current | Non-current | 12.31.18 | |||||||||||||
Local currency | |||||||||||||||||||||||||
Land | 5.4 | 5,193 | 15,828 | 21,021 | 21,120 | - | (679) | - | 580 | - | - | - | - | ||||||||||||
Buildings | 7.6 | 371,215 | 1,779,748 | 2,150,963 | 2,087,527 | - | (94,860) | (18,565) | 40,508 | (30,659) | 27,553 | 139,459 | 167,012 | ||||||||||||
Machinery and equipment | 1.6 | 39,468 | 17,407 | 56,875 | 377 | 2,518 | (11,111) | (4,281) | 4,281 | (1,443) | 39,477 | 27,057 | 66,534 | ||||||||||||
Vehicles | 3.0 | 2,514 | 4,631 | 7,145 | 7,669 | (524) | (177) | 177 | - | - | - | - | |||||||||||||
Software | 2.6 | 40,432 | 17 | 40,449 | 62 | 44,376 | (12,252) | (1) | 1 | 8,263 | 8,263 | ||||||||||||||
458,822 | 1,817,631 | 2,276,453 | 2,116,755 | 46,894 | (119,426) |
| (23,024) | 45,547 | (32,102) | 75,293 | 166,516 | 241,809 |
(1) Weighted average maturity in years.
Consolidated | |||||||||||||||||||||||||||
WAMT (1) | Current | Non-current | 03.31.19 | Initial adoption IFRS 16 | Additions | Payments | Interest paid | Interest accrued | Disposals | Exchange rate variation | Current | Non-current | 12.31.18 | ||||||||||||||
Local currency | |||||||||||||||||||||||||||
Land | 5.6 | 5,893 | 17,328 | 23,221 | 23,453 | - | (814) | (127) | 707 | - | 2 | - | - | - | |||||||||||||
Buildings | 5.4 | 420,832 | 1,873,799 | 2,294,631 | 2,238,470 | - | (102,061) | (21,304) | 43,247 | (30,659) | (74) | 27,553 | 139,459 | 167,012 | |||||||||||||
Machinery and equipment | 2.1 | 39,803 | 17,720 | 57,523 | 1,101 | 2,518 | (11,187) | (4,292) | 4,292 | (1,443) | - | 39,477 | 27,057 | 66,534 | |||||||||||||
Vehicles | 2.5 | 38,939 | 46,069 | 85,008 | 94,065 | - | (8,962) | (1,810) | 1,810 | - | (95) | - | - | - | |||||||||||||
Software | 2.6 | 40,432 | 17 | 40,449 | 62 | 44,376 | (12,252) | (1) | 1 | - | - | 8,263 | - | 8,263 | |||||||||||||
545,899 | 1,954,933 | 2,500,832 | 2,357,151 | 46,894 | (135,276) |
| (27,534) | 50,057 | (32,102) | (167) | 75,293 | 166,516 | 241,809 |
(1) Weighted average maturity in years.
23.3 Lease liabilities maturity schedule
The minimum future payments required for these finance leases are segregated as follows, and were recorded in current and non-current liabilities:
Parent company | Consolidated | ||
03.31.19 | 03.31.19 | ||
Present value of minimum payments | Present value of minimum payments | ||
2019 | 381,515 | 446,079 | |
2020 | 386,561 | 438,350 | |
2021 | 345,259 | 370,522 | |
2022 | 275,929 | 297,788 | |
2023 | 245,448 | 265,391 | |
2024 onwards | 641,741 | 682,702 | |
2,276,453 | 2,500,832 |
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Explanatory Notes (in thousands of Brazilian Reais)
|
23.4 Amounts recognized in the statement of income for the period
Parent Company | Consolidated | |||
03.31.19 | 03.31.19 | |||
Variable payments not included in the lease liabilities | 4,110 | 4,110 | ||
Expenses relating to short-term assets | 30,230 | 51,993 | ||
Expenses relating to low-value assets (1) | 355 | 480 | ||
34,695 | 56,583 |
(1)Excluded expenses related to short-term assets.
The contract terms mentioned, 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.
In the last years the Company has carried out Sale-leaseback transactions. On December 23, 2016, the Distribution Center located in the municipality of Embu das Artes was classified as operating lease. On December 01, 2018 the Distribution Center located in the municipality of Vitória de Santo Antão and the property located in the municipality of Duque de Caxias were also the subject of Sale-leaseback operations, both classified as operating leases. In all cases, the respective rental expenses were recognized in the income statement as incurred. With the adoption of IFRS 16, the right-of-use assets were recognized as of 01.01.19, as well as the lease liability related to each contract.
24. 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, 2018 (note 24) and are unchanged for this period.
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Explanatory Notes (in thousands of Brazilian Reais)
|
The breakdown of the outstanding granted stock options is set forth as follows:
Date | Quantity | Grant (1) | Strike price (1) | |||||||||||
Grant date | Beggining of exercise | End of the exercise | 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 | 332,112 | 12.56 | 44.48 | 58.65 | |||||||
05.02.14 | 05.01.15 | 05.01.19 | 1,610,450 | 286,339 | 14.11 | 47.98 | 62.85 | |||||||
12.18.14 | 12.17.15 | 12.17.19 | 5,702,714 | 1,238,706 | 14.58 | 63.49 | 81.02 | |||||||
8,865,728 | 1,857,157 | |||||||||||||
Plan II |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04.26.16 | 04.30.17 | 12.30.22 | 8,724,733 | 1,750,000 | 9.21 | 56.00 | 62.05 | |||||||
05.31.16 | 05.31.17 | 12.30.22 | 3,351,220 | 1,213,440 | 10.97 | 46.68 | 51.33 | |||||||
03.30.17 | 03.30.18 | 12.29.23 | 863,528 | 193,045 | 9.45 | 38.43 | 40.97 | |||||||
12,939,481 | 3,156,485 | |||||||||||||
21,805,209 | 5,013,642 |
(1) Amounts expressed in Brazilian Reais.
The breakdown of the outstanding granted restricted shares is set forth as follows:
Date | Quantity | Grant (1) | ||||||
Grant | Vesting period | Shares granted | Outstanding shares | Fair value of the shares | ||||
Restricted shares plan |
|
|
|
|
|
|
|
|
08.31.17 | 08.31.19 | 716,846 | 232,709 | 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 | ||||
10.01.18 | 10.01.20 | 2,311,394 | 2,235,967 | 21.44 | ||||
3,574,240 | 3,014,676 |
The rollforward of the granted options and shares in the three-month period ended March 31, 2019, is presented as follows:
Consolidated | ||
Outstanding options/shares as of december 31, 2018 | 9,048,405 | |
Exercised: | ||
Restricted shares | (207) | |
Forfeiture: | ||
Grant of 2018 (Restricted shares) | (58,543) | |
Grant of 2017 (Restricted shares) | (17,625) | |
Grant of 2016 | (738,660) | |
Grant of 2014 | (329,708) | |
Grant of 2014 | (75,444) | |
Outstanding options/shares as of march 31, 2019 | 7,828,218 |
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
The weighted average exercise price of the outstanding options conditioned to services is R$63,15 (sixty-three Brazilian Reais and fifteen cents), and the weighted average of the remaining vesting period is 31 months.
The Company records as capital reserve in shareholders’ equity the fair value of the options in the amount of R$275,348 (R$262,306 as of December 31, 2018). In the statement of income for the three-month period ended March 31, 2019 the amount recognized as expense was R$13,042 (R$477 as of December 31, 2018).
25. 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 theyear ended December 31, 2018 (note 25) and have not been changed during this period.
The actuarial liabilities are presented below:
Parent company | Consolidated | ||||||
Liabilities | Liabilities | ||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||
Medical assistance | 152,422 | 149,046 | 152,422 | 149,046 | |||
F.G.T.S. Penalty (1) | 172,166 | 167,588 | 172,166 | 167,588 | |||
Award for length of service | 56,869 | 55,134 | 56,869 | 55,134 | |||
Other | 33,430 | 32,597 | 103,836 | 96,383 | |||
414,887 | 404,365 | 485,293 | 468,151 | ||||
Current | 91,010 | 91,010 | 94,749 | 94,728 | |||
Non-current | 323,877 | 313,355 | 390,544 | 373,423 |
(1) FGTS – Government Severance Indemnity Fund for Employees
The Company estimated costs for the year of 2019 according to an appraisal report prepared in 2018 by an actuarial expert and recorded in the statement of income for the three-month period ended March 31, 2019 against comprehensive income an expense of R$2,374 in the parent company and R$1,955 in consolidated (R$5,520 in the parent company and consolidated as of March 31, 2018).
26. PROVISION FOR TAX, CIVIL, LABOR AND OTHER RISKS
The Company and its subsidiaries are involved in certain legal matters arising in the normal course of business, which include civil, commercial and other processes (including environmental and regulatory proceedings), tax, social security and labor risks.
The Company classifies the risk of unfavorable decisions in the legal proceedings as “probable”, “possible” or “remote” and records provisions for losses classified as"probable", as determined by the Company’s Management based on legal advices, which reasonably reflect the estimated probable losses. Contingencies classified as "possible" loss are disclosed based on reasonable estimates.
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Explanatory Notes (in thousands of Brazilian Reais)
|
The Company’s management believes that, based on the elements existing at the base date of these financial statements, its provision for tax, civil, commercial and other, as well as for labor risks, accounted for according to CPC 25 / IAS 37 is sufficient to cover estimated losses related to its legal proceedings, as set forth below.
26.1. Contingencies with probable losses
The rollforward of the provisions for tax, civil, commercial and other, and labor risks is summarized below:
Parent company | |||||||||
Tax | Labor | Civil, commercial and other | Contingent liabilities | Total | |||||
|
|
|
|
|
|
|
| 03.31.19 | |
Beginning balance | 230,150 | 466,713 | 279,591 | 369,631 | 1,346,085 | ||||
Additions | 7,720 | 79,400 | 10,476 | - | 97,596 | ||||
Reversals | (5,131) | (29,385) | (7,769) | (14,954) | (57,239) | ||||
Payments | (2,371) | (72,620) | (4,228) | - | (79,219) | ||||
Price index update | 6,381 | 15,358 | 5,737 | - | 27,476 | ||||
Ending balance | 236,749 | 459,466 | 283,807 | 354,677 | 1,334,699 | ||||
Current | 501,699 | ||||||||
Non-current | 833,000 |
Consolidated | |||||||||
Tax | Labor | Civil, commercial and other | Contingent liabilities | Total | |||||
|
|
|
|
|
|
|
| 03.31.19 | |
Beginning balance | 230,149 | 468,513 | 281,958 | 369,631 | 1,350,251 | ||||
Additions | 7,918 | 79,872 | 11,142 | 124 | 99,056 | ||||
Reversals | (5,131) | (30,017) | (7,990) | (14,954) | (58,092) | ||||
Payments | (2,371) | (72,620) | (4,228) | - | (79,219) | ||||
Price index update | 6,382 | 15,358 | 5,736 | - | 27,476 | ||||
Exchange rate variation | - | (115) | (130) | - | (245) | ||||
Ending balance | 236,947 | 460,991 | 286,488 | 354,801 | 1,339,227 | ||||
Current | 505,494 | ||||||||
Non-current | 833,733 |
26.1.1 Investigation by the Turkish Competition Board
The Turkish Competition Board executed an investigation to determine whether the undertakings engaged in the industry of chicken meat production including Banvit, an indirect subsidiary of BRF, violated the Turkish Competition Laws by controlling domestic price levels and volumes, and controlling supply in the Aegean region during the period between November 2013 and July 2017.
107
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Explanatory Notes (in thousands of Brazilian Reais)
|
On March 14, 2019, the CCT announced a summarized decision on this investigation, in which it imposed an administrative fine of TRY 30,518 (equivalent to R$21,395), which can be reduced by 25% in case of anticipated payment. It is expected that a reasoned decision will be taken in the course of 2019.
The Company does not expect to incur in material losses, as it has an insurance policy and contractual provisions in the share purchase agreement.
26.2. Contingencies with possible loss
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 has been recorded. On March 31, 2019, the total amount of the possible contingencies was R$14,036,975 (R$13,965,789 as of December 31, 2018), of which R$354,677 (R$369,631 as of December 31, 2018) were recorded at fair value as a result of business combinations with Sadia, according to the requirements of paragraph 23 ofIFRS 3, 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, 2018 (note 26.2).
27. SHAREHOLDERS’ EQUITY
27.1. Capital stock
On March 31, 2019, the capital subscribed and paid of the Company was R$12,553,418, which is composed of 812,473,246 common book-entry shares with no 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 book-entry shares with no par value.
27.2. Breakdown of capital stock by nature
Consolidated | |||
03.31.19 | 12.31.18 | ||
Common shares | 812,473,246 | 812,473,246 | |
Treasury shares | (1,057,017) | (1,057,224) | |
Outstanding shares | 811,416,229 | 811,416,022 |
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
27.3. Rollforward of outstanding shares
Consolidated | ||||
Quantity of outstanding of shares | ||||
03.31.19 | 12.31.18 | |||
Shares at the beggining of the period | 811,416,022 | 811,139,545 | ||
Delivery of restricted shares | 207 | 276,477 | ||
Shares at the end of the period | 811,416,229 | 811,416,022 |
27.3.1 Treasury shares
The Company has 1,057,017 shares held in treasury, with an average cost of R$53.60 (fifty-three Brazilian Reais and sixty cents) per share, and a market value of R$23,941.
Consolidated | ||||
Quantity of outstanding of shares | ||||
03.31.19 | 12.31.18 | |||
Shares at the beggining of the period | 1,057,224 | 1,333,701 | ||
Delivery of restricted shares | (207) | (276,477) | ||
Shares at the end of the period | 1,057,017 | 1,057,224 |
28. EARNINGS (LOSS) PER SHARE
Continued operations | 03.31.19 | 03.31.18 | |
Basic numerator | |||
Loss for the period attributable to controlling shareholders | (112,063) | (151,856) | |
Basic denominator | |||
Common shares | 812,473,246 | 812,473,246 | |
Weighted average number of outstanding shares - basic | 811,416,158 | 811,139,545 | |
Loss per share basic - R$ | (0.13811) | (0.18721) | |
Diluted numerator | |||
Loss for the period attributable to controlling shareholders | (112,063) | (151,856) | |
Diluted denominator | |||
Weighted average number of outstanding shares - basic | 811,416,158 | 811,139,545 | |
Weighted average number of outstanding shares - diluted | 811,416,158 | 811,139,545 | |
Loss per share diluted - R$ | (0.13811) | (0.18721) |
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
Discontinued operations | 03.31.19 | 03.31.18 | |
Basic numerator | |||
Net (loss) for the period attributable to controlling shareholders | (888,872) | 78,195 | |
Basic denominator | |||
Common shares | 812,473,246 | 812,473,246 | |
Weighted average number of outstanding shares - basic | 811,416,158 | 811,139,545 | |
Net (loss) per share basic - R$ | (1.09546) | 0.09640 | |
Diluted numerator | |||
Net (loss) for the period attributable to controlling shareholders | (888,872) | 78,195 | |
Diluted denominator | |||
Weighted average number of outstanding shares - basic | 811,416,158 | 811,139,545 | |
Weighted average number of outstanding shares - diluted | 811,416,158 | 811,139,545 | |
Net (loss) per share diluted - R$ | (1.09546) | 0.09640 |
Continued and discontinued operations | 03.31.19 | 03.31.18 | |
Basic numerator | |||
Loss for the period attributable to controlling shareholders | (1,000,935) | (73,661) | |
Basic denominator | |||
Common shares | 812,473,246 | 812,473,246 | |
Weighted average number of outstanding shares - basic | 811,416,158 | 811,139,545 | |
Loss per share basic - R$ | (1.23357) | (0.09081) | |
Diluted numerator | |||
Loss for the period attributable to controlling shareholders | (1,000,935) | (73,661) | |
Diluted denominator | |||
Weighted average number of outstanding shares - basic | 811,416,158 | 811,139,545 | |
Weighted average number of outstanding shares - diluted | 811,416,158 | 811,139,545 | |
Loss per share diluted - R$ | (1.23357) | (0.09081) |
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
The diluted result is calculated considering the number of potential shares (stock options), however, because the share price at March 31, 2019 is lower than the strike price, the options do not have a dilutive effect.
29. 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 agreements, contracted on market or commutative conditions.
All the transactions and balances between the Company and its subsidiaries were eliminated in the consolidation and refer to commercial and/or financial transactions.
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
29.1. Transactions and balances
The balances of the transactions with related parties are as follows:
Accounts receivable | Dividends and interest on the shareholders' equity receivable | Trade accounts payable | Advance for future capital increase | Other rights | Other obligations | ||||||||||||||||||
03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | 03.31.19 | 12.31.18 | ||||||||||||
Al-Wafi Food Products Factory LLC | - | - | - | - | (69) | (70) | - | - | 30 | 30 | (896) | (891) | |||||||||||
Avex S.A. | - | 137,804 | - | - | - | - | - | - | - | - | - | - | |||||||||||
Banvit | - | - | - | - | - | - | - | - | 47 | 47 | - | - | |||||||||||
BFF International Ltd. | - | - | - | - | - | - | - | - | 2,125 | 2,113 | - | - | |||||||||||
BRF Al Yasra | - | - | - | - | - | - | - | - | - | - | (3,869) | (3,847) | |||||||||||
BRF Energia S.A. | - | - | 27 | 27 | (8,333) | (14,841) | 1,205 | 1,205 | - | - | - | - | |||||||||||
BRF Foods GmbH | 2,588,799 | 2,558,263 | - | - | - | - | - | - | - | - | - | - | |||||||||||
BRF Foods GmbH - Branch | - | - | - | - | - | - | - | - | 736 | 719 | (1,675) | (1,666) | |||||||||||
BRF Foods LLC | - | - | - | - | - | - | - | - | 441 | 407 | - | - | |||||||||||
BRF Global GmbH | 3,472,399 | 1,387,910 | - | - | - | - | - | - | - | - | (3,718,289) | (1) | (3,700,581) | ||||||||||
BRF GmbH | - | - | - | - | - | - | - | - | - | - | (1,566) | (1,584) | |||||||||||
BRF Holland | - | - | - | - | - | - | - | - | - | - | (6) | - | |||||||||||
BRF Pet S.A. | 318 | 233 | 438 | 438 | - | (167) | - | - | 209 | 3 | - | - | |||||||||||
Campo Austral | - | 48,722 | - | - | - | - | - | - | - | - | - | - | |||||||||||
Federal Foods | - | - | - | - | - | - | - | - | - | - | (79) | (78) | |||||||||||
Federal Foods Qatar | - | - | - | - | - | - | - | - | - | - | (136) | (135) | |||||||||||
FFM Further | - | - | - | - | - | - | - | - | 70 | 70 | - | - | |||||||||||
Highline International Ltd. | - | - | - | - | - | - | - | - | - | - | (7,107) | (7,067) | |||||||||||
One Foods Holdings | - | - | - | - | - | - | - | - | 5,474 | 5,444 | - | - | |||||||||||
Perdigão International Ltd. | - | - | - | - | - | - | - | - | - | - | (875,290) | (1) | (870,371) | ||||||||||
Quickfood S.A. | - | 19,860 | - | - | - | (111) | - | 133,043 | - | - | - | - | |||||||||||
Sadia Alimentos S.A. | 16,665 | 16,665 | - | - | (135) | (134) | - | - | - | - | (29,624) | - | |||||||||||
Sadia Chile S.A. | 86,741 | 94,789 | - | - | (49) | - | - | - | - | - | - | - | |||||||||||
Sadia Uruguay S.A. | 16,953 | 6,676 | - | - | - | - | - | - | - | - | (54,350) | - | |||||||||||
Sino dos Alpes Ltd. | - | - | - | - | - | - | - | - | 4 | - | - | - | |||||||||||
VIP S.A. Empreendimentos e Partic. Imob. | - | - | 713 | 713 | - | - | - | - | - | - | - | - | |||||||||||
Total | 6,181,875 | 4,270,922 | 1,178 | 1,178 | (8,586) | (15,323) | 1,205 | 134,248 | 9,136 | 8,833 | (4,692,887) | (4,586,220) |
(1) The amount corresponds to 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 international market.
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
|
Revenue | Financial results, net | Purchases | |||||||||
January to March 2019 | January to March 2018 | January to March 2019 | January to March 2018 | January to March 2019 | January to March 2018 | ||||||
Avex S.A. | 1,439 | 18,571 | - | - | - | (268) | |||||
BRF Energia S.A. | - | - | - | - | (59,189) | (54,598) | |||||
BRF Foods GmbH | 61,728 | - | - | - | - | - | |||||
BRF Global GmbH | 2,083,080 | 1,135,915 | (24,898) | (13,573) | - | - | |||||
BRF Pet S.A. | 384 | - | - | - | (5) | - | |||||
Campo Austral | 1,448 | 3,018 | - | - | - | - | |||||
Perdigão International Ltd. | - | - | (13,500) | (10,749) | - | - | |||||
Quickfood S.A. | - | 10,665 | - | - | - | (261) | |||||
Sadia Chile S.A. | 12,031 | 33,958 | - | - | (46) | - | |||||
Sadia Uruguay S.A. | 10,198 | 3,109 | - | - | - | - | |||||
SHB Com. e Ind. de Alim. S.A | - | 760,936 | - | - | - | (507,029) | |||||
UP! Alimentos Ltda. | - | 3,831 | - | - | - | (36,429) | |||||
Edavila Consultoria Empresarial Eireli (1) | - | - | - | - | - | (40) | |||||
Total | 2,170,308 | 1,970,003 | (38,398) | (24,322) | (59,240) | (598,625) |
(1) Entity in 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 PP-BIO and SATS BRF which are associates or joint ventures.
The Company recorded a liability in the amount of R$1,169 (R$1,290 as of December 31, 2018) 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 March 31, 2019 the Company recorded a payable to this entity of R$4,226 included in other liabilities (R$4,666 as of December 31, 2018).
The Company enters in loan agreements with its subsidiaries in order to comply with its cash management strategy. Below is demonstrated a summary of the balances and rates charged for the transactions at the statement of financial position date:
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Explanatory Notes (in thousands of Brazilian Reais)
|
|
| 03.31.19 |
|
| 12.31.18 | |||||||
Counterparty | Interest rate (p.a.) | Interest rate (p.a.) | ||||||||||
Creditor | Debtor | Currency | Balance | Balance | ||||||||
BRF GMBH | BRF Global GmbH | US$ | 881,025 | 2.5% | 1,438,778 | 3.3% | ||||||
BRF Foods Gmbh | BRF Global GmbH | US$ | 843,723 | 3.0% | 520,551 | 2.0% | ||||||
BRF GMBH | Federal Foods Qatar | US$ | 529,115 | 4.5% | 520,679 | 4.5% | ||||||
Sadia International Ltd. | Wellax Food Logistics | US$ | 226,845 | 4.5% | 223,299 | 4.5% | ||||||
Perdigão International Ltd. | BRF Global GmbH | US$ | 208,604 | 3.4% | 205,768 | 3.4% | ||||||
BRF GMBH | BRF Global GmbH | EUR | 160,023 | 2.0% | 161,535 | 2.0% | ||||||
BRF Invicta Food | BRF Invicta | GBP | 126,559 | 1.8% | 118,443 | 1.8% | ||||||
BRF GMBH | Perdigão International Ltd. | US$ | 89,704 | 3.9% | 88,354 | 3.9% | ||||||
BRF GMBH | BRF Foods LLC | US$ | 84,114 | 2.5% | 83,224 | 2.5% | ||||||
Qualy B. V. | BRF Holland B.V. | EUR | 44,461 | 0.6% | 12,567 | 0.6% | ||||||
BRF GMBH | Eclipse Holding Cooperatief | US$ | 26,296 | 4.5% | 25,863 | 4.5% | ||||||
Wellax Food Logistics | BRF GMBH | US$ | 21,144 | 3.9% | 20,826 | 3.9% | ||||||
BRF GMBH | BFF International | US$ | 16,175 | 1.2% | 15,907 | 1.2% | ||||||
BRF Holland B.V. | BRF BV | EUR | 15,894 | 0.0% | 15,158 | 0.0% | ||||||
BRF GMBH | BRF Hong Kong | US$ | 12,656 | 4.5% | 12,454 | 4.5% | ||||||
BRF Foods Gmbh | One Foods Holdings | US$ | 12,240 | 2.7% | 12,092 | 2.7% | ||||||
BRF GMBH | Sadia International Ltd. | US$ | 6,189 | 5.2% | 6,081 | 5.2% | ||||||
Perdigão International Ltd. | BRF Foods LLC | US$ | 4,880 | 1.0% | 4,841 | 1.0% | ||||||
Invicta Food Product | BRF Wrexham | GBP | 4,519 | 1.8% | 3,399 | 1.8% | ||||||
Wellax Food Logistics | BRF Foods LLC | US$ | 2,752 | 7.0% | 2,702 | 7.0% | ||||||
BRF GMBH | BRF Austria GmbH | US$ | 972 | 4.0% | 957 | 4.0% | ||||||
Golden Quality Foods Netherlands | BRF Holland B.V. | EUR | - | - | 4,218 | 0.6% | ||||||
Campo Austral S.A. | Buenos Aires Fortune S.A. | ARS | - | - | 669 | 20.0% | ||||||
Invicta Foods Limited | Invicta Food Group Limited | GBP | - | - | 451 | 1.0% | ||||||
Eclipse Holding Cooperatief | Eclipse LATAM Holdings | EUR | - | - | 333 | 20.0% | ||||||
Avex S.A. | Buenos Aires Fortune S.A. | ARS | - | - | 286 | 20.0% | ||||||
Golden Quality Foods Netherlands | BRF Holland B.V. | EUR | - | - | 53 | 0.6% | ||||||
Campo Austral S.A. | Itega | ARS | - | - | 27 | 20.0% |
29.2. Other Related Parties
The Company leased properties owned by FAF. For the period ended March 31, 2019, the total amount paid as rent was R$4,231 (R$4,231 as of March 31, 2018). The rent value was set based on market conditions.
29.3. Granted guarantees
All granted guarantees on behalf of related parties were disclosed in note 19.3.
29.4. Management remuneration
Key management personnel include board members, statutory directors and the head of internal audit.
The total remuneration and benefits paid to these professionals are set forth below:
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|
Consolidated | |||
03.31.19 | 03.31.18 | ||
Salary and profit sharing | 9,970 | 11,519 | |
Short term benefits (1) | 17 | 4 | |
Private pension | 122 | 122 | |
Post-employment benefits | 47 | 23 | |
Termination benefits | 4,685 | 3,022 | |
Share-based payment | 1,828 | 1,923 | |
16,669 | 16,613 |
(1) Comprises: Medical assistance, educational expenses and others.
In addition, the executive officers who are also an integral part of the key management personnel received among remuneration and benefits the total amount of R$13,821 for the period ended March 31, 2019 (R$10,365 as of March 31, 2018).
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30. NET SALES
Parent company | Consolidated | ||||||
January to March 2019 | Restated | January to March 2019 | Restated | ||||
Gross sales | |||||||
Brazil | 4,882,052 | 4,725,194 | 4,882,120 | 4,725,535 | |||
International | 2,265,731 | 1,276,208 | 3,455,969 | 3,279,569 | |||
Other segments | 259,823 | 955,036 | 249,077 | 220,563 | |||
7,407,606 | 6,956,438 | 8,587,166 | 8,225,667 | ||||
Sales deductions | |||||||
Brazil | (941,693) | (977,950) | (941,653) | (977,567) | |||
International | (24,955) | (15,931) | (262,098) | (195,550) | |||
Other segments | (23,012) | (52,524) | (24,165) | (21,852) | |||
(989,660) | (1,046,405) | (1,227,916) | (1,194,969) | ||||
|
|
|
| ||||
Net sales | |||||||
Brazil | 3,940,359 | 3,747,244 | 3,940,467 | 3,747,968 | |||
International | 2,240,776 | 1,260,277 | 3,193,871 | 3,084,019 | |||
Other segments | 236,811 | 902,512 | 224,912 | 198,711 | |||
6,417,946 | 5,910,033 | 7,359,250 | 7,030,698 |
31. RESEARCH AND DEVELOPMENT COSTS
Consists 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$14,665 for the period ended March 31, 2019 (R$15,740 as of March 31, 2018).
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32. OTHER OPERATING INCOME (EXPENSES), NET
Parent company | Consolidated | ||||||
January to March 2019 | Restated | January to March 2019 | Restated | ||||
Income | |||||||
Provision reversal | 13,723 | 10,565 | 13,728 | 10,565 | |||
Gain from the disposal of property, plant and equipment | 10,245 | 2,626 | 9,120 | 2,483 | |||
Recovery of expenses | 7,810 | 13,565 | 8,997 | 14,200 | |||
Scrap sales | 2,997 | 2,321 | 3,616 | 3,235 | |||
Rewards and short-term incentive | - | 48,695 | - | 37,521 | |||
Provision for civil and tax risks | - | 9,000 | - | 8,630 | |||
Other | 2,244 | 3,398 | - | 6,967 | |||
37,019 | 90,170 | 35,461 | 83,601 | ||||
Expenses | |||||||
Rewards and short-term incentive | (49,811) | - | (57,612) | - | |||
Insurance claims costs | (11,500) | (4,714) | (12,784) | (6,254) | |||
Expenses arising from Trapaça Operation | (11,113) | (12,819) | (11,113) | (12,819) | |||
Demobilization expenses | (8,783) | (4,378) | (10,983) | (4,411) | |||
Provision for civil and tax risks | (7,158) | - | (7,708) | - | |||
Other employees benefits | (7,458) | (7,447) | (7,456) | (7,978) | |||
Costs on business disposed | - | (27,848) | - | (27,848) | |||
Expected credit losses | - | (1,990) | - | (2,691) | |||
Other | (28,688) | (7,406) | (4,481) | (9,818) | |||
(124,511) | (66,602) | (112,137) | (71,819) | ||||
(87,492) | 23,568 | (76,676) | 11,782 |
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Explanatory Notes (in thousands of Brazilian Reais)
|
33. FINANCIAL INCOME (EXPENSES), NET
Parent company | Consolidated | ||||||
January to March 2019 | January to March 2018 | January to March 2019 | Restated | ||||
Financial income | |||||||
Exchange rate variation on other assets | 163 | 3,278 | 149,876 | - | |||
Interest on cash and cash equivalents | 35,785 | 14,836 | 33,471 | 41,295 | |||
Restatement by Hyperinflation | - | - | 30,927 | 63,206 | |||
Exchange rate variation on marketable securities | 7,034 | - | 28,440 | - | |||
Interest on assets | 25,619 | 135,834 | 26,054 | 136,778 | |||
Interests on financial assets classified as | |||||||
Amortized cost | 13,986 | 30,972 | 21,861 | 21,975 | |||
Fair value throught profit and loss | 4,504 | 5,925 | 4,504 | 3,142 | |||
Fair value throught other comprehensive income | - | - | 171 | 146 | |||
Exchange rate variation on net assets of foreign subsidiaries | - | - | - | 23,669 | |||
Impairment on marketable securities | - | - | 4,297 | - | |||
Exchange rate variation on other liabilities | - | - | - | 173,967 | |||
87,091 | 190,845 | 299,601 | 464,178 | ||||
Financial expenses | |||||||
Interest on loans and financing | (289,026) | (203,164) | (333,600) | (289,636) | |||
Exchange rate variation on loans and financing | (67,072) | (76,119) | (105,475) | (50,020) | |||
Adjustment to present value | (67,489) | (58,476) | (68,507) | (71,725) | |||
Losses on derivative transactions, net | (52,823) | (214,270) | (66,757) | (157,039) | |||
Interest on liabilities | (69,855) | (26,965) | (53,518) | (26,652) | |||
Exchange rate variation on other liabilities | (27,974) | (21,968) | (22,087) | - | |||
Exchange rate variation on net assets of foreign subsidiaries | - | - | (11,453) | - | |||
Losses on grains price variation | (3,609) | (53,452) | (3,610) | (58,884) | |||
Exchange rate variation on other assets | - | - | - | (142,536) | |||
Exchange rate variation on marketable securities | - | (2,773) | - | (4,507) | |||
Interest expenses on loans to related parties | (38,398) | (24,322) | - | - | |||
Others | (47,334) | (24,993) | (82,859) | (149,598) | |||
(663,580) | (706,502) | (747,866) | (950,597) | ||||
(576,489) | (515,657) | (448,265) | (486,419) |
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Explanatory Notes (in thousands of Brazilian Reais)
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34. 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 | ||||||
January to March 2019 | January to March 2018 | January to March 2019 | January to March 2018 | ||||
Costs of sales | |||||||
Raw materials and consumables | 3,436,072 | 3,534,652 | 3,926,507 | 3,789,701 | |||
Depreciation | 415,224 | 275,570 | 444,673 | 331,988 | |||
Amortization | 16,345 | 14,175 | 29,190 | 19,075 | |||
Salaries and employees benefits | 863,129 | 716,156 | 875,397 | 921,876 | |||
Others | 539,054 | 441,388 | 566,413 | 589,327 | |||
5,269,824 | 4,981,941 | 5,842,180 | 5,651,967 | ||||
Sales expenses | |||||||
Depreciation | 25,938 | 16,084 | 44,419 | 17,106 | |||
Amortization | 14,988 | 10,402 | 20,335 | 15,701 | |||
Salaries and employees benefits | 249,871 | 221,480 | 312,741 | 281,446 | |||
Indirect and direct logistics expenses | 413,498 | 331,482 | 498,420 | 524,314 | |||
Marketing | 88,025 | 63,824 | 139,425 | 91,512 | |||
Others | 108,171 | 103,652 | 119,955 | 83,558 | |||
900,491 | 746,924 | 1,135,295 | 1,013,637 | ||||
Administrative expenses | |||||||
Depreciation | 4,575 | 4,362 | 6,102 | 10,718 | |||
Amortization | 6,392 | 8,317 | 8,427 | 13,137 | |||
Salaries and employees benefits | 42,380 | 21,683 | 70,377 | 51,587 | |||
Fees | 6,261 | 5,991 | 6,261 | 7,284 | |||
Others | 32,072 | 13,103 | 50,062 | 26,059 | |||
91,680 | 53,456 | 141,229 | 108,785 | ||||
Impairment Loss on Trade and Other Receivables | |||||||
Impairment Loss on Trade and Other Receivables | 6,538 | 9,442 | 5,507 | 14,337 | |||
6,538 | 9,442 | 5,507 | 14,337 | ||||
Other operating expenses (1) | |||||||
Depreciation | 11,363 | 8,508 | 11,472 | 9,114 | |||
Others | 113,148 | 58,094 | 100,665 | 62,705 | |||
124,511 | 66,602 | 112,137 | 71,819 |
(1) The composition of other operating expenses is disclosed in note 31.
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35. TRANSACTIONS THAT DO NOT INVOLVE CASH OR CASH EQUIVALENTS
The following transactions did not involve cash or cash equivalents during the period ended March 31, 2019:
(i) Capitalized interest arising from loans: in the period ended March 31, 2019, amounted to R$5,302 in the parent company and R$5,324 in the consolidated (R$4,549 in the parent company and R$4,892 in consolidated as of March 31, 2018); The amount related to discontinued operations is R$3,292 in the consolidated on March 31, 2019 (R$2,427 as of March 31, 2018); and
(ii) Addition of financial lease:to the period ended March 31, 2019, amounted to R$2,164,730 in the parent company and R$2,405,128 in consolidated (R$28,258 in the parent company and R$33,206 in consolidated as of March 31, 2018).
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ITR – Quarterly Information – March 31, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais)
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36. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS
The financial statements were approved and their issuance authorized by the Board of Directors on May 09, 2019.
BOARD OF DIRECTORS | |
Chairman (Non-Independent) | Pedro Pullen Parente |
Vice-Chairman (Independent) | Augusto Marques da Cruz Filho |
Independent Member | Dan Ioschpe |
Independent Member | Flávia Buarque de Almeida |
Independent Member | Francisco Petros O. L. Papathanasiadis |
Independent Member | José Luiz Osório de Almeida Filho |
Independent Member | Luiz Fernando Furlan |
Independent Member | Roberto Antonio Mendes |
Independent Member | Roberto Rodrigues |
Member (Non-Independent) | Walter Malieni Júnior |
FISCAL COUNCIL (1) | |
Chairman | Attílio Guaspari |
Member | Maria Paula Soares Aranha |
Member | André Vicentini |
(1) The members of the Fiscal Council were elected in Ordinary and Extraordinary General Meeting held on April 29, 2019. | |
AUDIT COMITTEE | |
Comittee Coordinator (Independent) | Francisco Petros O. L. Papathanasiadis |
Member (Independent) | Roberto Antonio Mendes |
Member (Non-Independent) | Walter Malieni Júnior |
External Member and Financial Specialist | Fernando Maida Dall`Acqua |
External Member | Thomás Tosta de Sá |
BOARD OF EXECUTIVE OFFICERS (2) | |
Global Chief Executive Officer | Pedro Pullen Parente |
Global Chief Operating Officer, | Lorival Nogueira Luz Júnior |
Vice President of Operations and Procurement Officer | Vinícius Barbosa |
(2) On March 28, 2019, approved the appointment of Lorival Nogueira Luz Júnior to the position of Global Chief Executive Officer and the investiture will take on June 17, 2019. The position of the Global Chief Operating Officer, currently occupied by Lorival, will no longer exist. Pedro Pullen Parente will continue as Chairman of the Board of Directors. | |
Marcos Roberto Badollato | Joloir Nieblas Cavichini |
Controller | Accountant – CRC 1SP257406/O-5 |
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Commentary about the company projections behavior |
In the period ended on March 31, 2019, company’s net leverage, measured by Net debt/Adjusted EBITDA, reached 5.64x. However, according to the Material Fact released to the market on February 07, 2019, the expectation from Administration is that this index reaches 3.65x by the end of 2019. At this moment, there is no update in assumption from the plan that changes the expectation released.
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ITR – Quarterly Information – March31, 2019 – BRF S.A.
BREAKDOWN OF THE CAPITAL BY OWNER (NOT REVIEWED) |
The shareholding position of the controlling shareholders holders of more than 5% of thevoting stock, management, members of the Board of Directors is presented below:
03.31.19 | 12.31.18 | |||||||
Shareholders | Quantity | % | Quantity | % | ||||
Major shareholders | ||||||||
Fundação Petrobras de Seguridade Social - Petros (1) | 93,514,966 | 11.51 | 93,226,766 | 11.47 | ||||
Caixa de Previd. dos Func. Do Banco do Brasil (1) | 86,796,952 | 10.68 | 86,506,952 | 10.65 | ||||
Management | ||||||||
Board of Directors | 6,376,083 | 0.78 | 6,376,083 | 0.78 | ||||
Executives | 31,662 | 0.00 | 31,662 | 0.00 | ||||
Treasury shares | 1,057,017 | 0.13 | 1,057,224 | 0.13 | ||||
Other | 624,696,566 | 76.90 | 625,274,559 | 76.97 | ||||
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.
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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 March 31, 2019, which comprises the balance sheet as of March 31, 2019 and the respective statements of income (loss), comprehensive income (loss), changes in equity and cash flows for the three-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 auditing 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.
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A free translation from Portuguese into English of Independent Auditor's Report on Review of Quarterly Financial Information |
Conclusion on the individual and consolidated 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.
Emphasis of matter
We draw attention to explanatory notes 1.2 and 1.3 to the interim financial information, which describe the investigations involving the Company in the context of the Brazilian Federal Police operations named “Carne Fraca” and “Trapaça”, as well as their current and potential developments, such as the Responsibility Administrative Process (“PAR - Processo Administrativo de Responsabilização”) issued by the Brazilian Office of the Comptroller General (“CGU - Controladoria Geral da União”) in light of Law 12,846/2013 (“Anti-corruption Law”) and the class action in the United States of America. In the current stage of the investigations and actions, it is not possible to determine the potential financial and non-financial impacts on the Company resulting from them and of their potential developments and, consequently, to record potential losses which could have a material adverse effect on the Company´s financial position, results of operations and cash flows in the future. Our conclusion is unmodified in respect of this matter.
Other matters
Statements of Value Added
The individual and consolidated interim financial information, related to statements of value added for the three-month period ended March 31, 2019, 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, May 9, 2019
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 –March31, 2019 – 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 thethree-month period ended onMarch 31, 2019;
(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, May 9, 2019.
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
Thomás Tosta de Sá
External Member
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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 three-month period ended on March 31, 2019, 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 three-month period ended on March 31, 2019.
São Paulo, May 9, 2019.
Pedro Pullen Parente
Global Chief Executive Officer
Lorival Nogueira Luz Júnior
Global Chief Operating Officer, Vice President of Finance and Investor Relations
Vinicius Barbosa
Vice President of Operations and Procurement Officer
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