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6-K Filing
BRF (BRFS) 6-KCurrent report (foreign)
Filed: 8 Nov 19, 10:59am
FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated November7, 2019
Commission File Number 1-15148
BRF S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s Name)
8501, Av. das Naçoes Unidas, 1st Floor
Pinheiros - 05425-070-São Paulo – SP, Brazil
(Address of principal executive offices) (Zip code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
* * *
This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance. These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements. You are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements. The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November7, 2019 |
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| BRF S.A. | ||
|
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|
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| By: | /s/ Carlos Alberto Bezerra de Moura | |
|
| Name: | Carlos Alberto Bezerra de Moura |
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| Title: | Chief Financial and Investor Relations Officer
|
EXHIBIT INDEX
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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 09/30/2019 | 9 |
Statement of Changes in Shareholders' Equity - from 01/01/2018 to 09/30/2018 | 10 |
Statement of Added Value | 11 |
Consolidated Financial Statements |
|
Statement of financial position - Assets | 12 |
Statement of financial position - Liabilities | 14 |
Statement of Income | 16 |
Statement of Comprehensive Income | 17 |
Statement of Cash Flows | 18 |
Statement of Changes in Shareholders' Equity |
|
Statement of Changes in Shareholders' Equity - from 01/01/2019 to 09/30/2019 | 19 |
Statement of Changes in Shareholders' Equity - from 01/01/2018 to 09/30/2018 | 20 |
Statement of Added Value | 21 |
Management Report | 22 |
Explanatory Notes | 44 |
Breakdown of the Capital by Owner | 123 |
Declarations and Opinion |
|
Independent auditors’ report on review of interim 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 |
1
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Identification / Capital Stock Breakdown |
Number of shares | Current Quarter |
(Units) | 09.30.19 |
Paid-in Capital | |
Common | 812,473,246 |
Preferred | - |
Total | 812,473,246 |
| |
Treasury Shares |
|
Common | 713,446 |
Preferred | - |
Total | 713,446 |
2
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Parent Company FS / Statement of financial position - Assets (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
1 | Total Assets | 43,786,368 | 40,280,985 | |
1.01 | Current Assets | 14,084,002 | 15,988,059 | |
1.01.01 | Cash and Cash Equivalents | 3,477,860 | 3,826,698 | |
1.01.02 | Marketable Securities | 392,198 | 303,613 | |
1.01.02.01 | Financial Investments Evaluated at Fair Value through Profit and Loss | 392,198 | 295,699 | |
1.01.02.02 | Financial Instruments Evaluted at Fair Value through Other Comprehensive Income | - | 7,914 | |
1.01.03 | Trade Accounts Receivable | 3,855,243 | 5,391,145 | |
1.01.03.01 | Trade Accounts Receivable | 3,790,099 | 5,280,864 | |
1.01.03.02 | Other Receivables | 65,144 | 110,281 | |
1.01.04 | Inventories | 3,232,315 | 2,916,873 | |
1.01.05 | Biological Assets | 1,485,125 | 1,459,804 | |
1.01.06 | Recoverable Taxes | 420,125 | 750,456 | |
1.01.06.01 | Current Recoverable Taxes | 420,125 | 750,456 | |
1.01.06.01.01 | Income and social contribution tax (IR/CS) | 27,722 | 410,340 | |
1.01.06.01.03 | Recoverable Taxes | 418,938 | 363,273 | |
1.01.06.01.04 | Provision for losses | (26,535) | (23,157) | |
1.01.08 | Other Current Assets | 1,221,136 | 1,339,470 | |
1.01.08.02 | Assets of Discontinued Operations | 47,692 | 371,187 | |
1.01.08.02.01 | Assets Held for Sale | 47,692 | 131,406 | |
1.01.08.02.02 | Assets of Discontinued Operations | - | 239,781 | |
1.01.08.03 | Other | 1,173,444 | 968,283 | |
1.01.08.03.01 | Dividends and Interest on Shareholders' Equity Receivable | - | 1,178 | |
1.01.08.03.02 | Derivative Financial Instruments | 102,424 | 177,344 | |
1.01.08.03.06 | Restricted Cash | 629,479 | 256,284 | |
1.01.08.03.10 | Other | 441,541 | 533,477 | |
1.02 | Non-current Assets | 29,702,366 | 24,292,926 | |
1.02.01 | Non-current Assets | 8,598,175 | 7,264,482 | |
1.02.01.01 | Financial Instruments Evaluted at Fair Value through Profit and Loss | 14,889 | 90,567 | |
1.02.01.03 | Evaluated at Amortized Cost | - | 87,697 | |
1.02.01.04 | Trade Accounts Receivable | 75,932 | 96,923 | |
1.02.01.04.01 | Trade Accounts Receivable | 7,131 | 7,964 | |
1.02.01.04.02 | Other Receivables | 68,801 | 88,959 | |
1.02.01.06 | Biological Assets | 1,007,934 | 999,396 | |
1.02.01.07 | Deferred Taxes | 1,422,566 | 1,517,576 | |
1.02.01.07.01 | Deferred Income Tax and Social Contribution | 1,422,566 | 1,517,576 | |
1.02.01.10 | Other Non-current Assets | 6,076,854 | 4,472,323 | |
1.02.01.10.03 | Judicial Deposits | 588,294 | 669,098 | |
1.02.01.10.04 | Income and social contribution tax (IR/CS) | 340,778 | 15,794 | |
1.02.01.10.05 | Provision for losses from Income and social contribution tax (IR/CS) | (8,985) | (8,985) | |
1.02.01.10.06 | Recoverable Taxes | 5,223,252 | 3,292,763 | |
1.02.01.10.07 | Provision for losses | (149,075) | (152,763) | |
1.02.01.10.08 | Derivative Financial Instruments | 197 | - | |
1.02.01.10.09 | Restricted Cash | - | 584,300 | |
1.02.01.10.10 | Other | 82,393 | 72,116 | |
1.02.02 | Investments | 6,749,277 | 4,043,558 | |
1.02.02.01 | Investments | 6,749,277 | 4,043,558 | |
1.02.02.01.01 | Equity in Associates | 6,927 | 12,446 | |
1.02.02.01.02 | Interest on Wholly-owned Subsidiaries | 6,741,767 | 4,030,005 | |
1.02.02.01.04 | Other | 583 | 1,107 | |
1.02.03 | Property, Plant and Equipment, Net | 11,186,461 | 9,831,173 | |
1.02.03.01 | Property, Plant and Equipment in Operation | 8,958,747 | 9,205,965 | |
1.02.03.02 | Right of Use in Progress | 1,918,269 | 206,578 | |
1.02.03.03 | Property, Plant and Equipment in Progress | 309,445 | 418,630 | |
1.02.04 | Intangible | 3,168,453 | 3,153,713 | |
1.02.04.01 | Intangible | 3,168,453 | 3,153,713 | |
1.02.04.01.02 | Software | 179,911 | 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 | 21,140 | 10,938 | |
1.02.04.01.08 | Other | 30,862 | 32,763 |
3
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Parent Company FS / Statement of financial position - Liabilities (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
2 | Total Liabilities | 43,786,368 |
| 40,280,985 |
2.01 | Current Liabilities | 14,776,751 | 14,857,202 | |
2.01.01 | Social and Labor Obligations | 221,397 | 231,808 | |
2.01.01.01 | Social Obligations | 82,873 | 95,036 | |
2.01.01.02 | Labor Obligations | 138,524 | 136,772 | |
2.01.02 | Trade Accounts Payable | 6,014,801 | 5,730,764 | |
2.01.02.01 | Domestic Suppliers | 5,474,161 | 5,185,428 | |
2.01.02.01.01 | Domestic Suppliers | 4,701,089 | 4,404,864 | |
2.01.02.01.02 | Supply Chain Finance | 442,609 | 704,852 | |
2.01.02.01.03 | Leasing Liability | 330,463 | 75,712 | |
2.01.02.02 | Foreign Suppliers | 540,640 | 545,336 | |
2.01.02.02.01 | Foreign Suppliers | 364,656 | 374,888 | |
2.01.02.02.02 | Supply Chain Finance | 175,984 | 170,448 | |
2.01.03 | Tax Obligations | 213,447 | 262,055 | |
2.01.03.01 | Federal Tax Obligations | 43,568 | 70,159 | |
2.01.03.01.02 | Other Federal | 43,568 | 70,159 | |
2.01.03.02 | State Tax Obligations | 167,398 | 188,910 | |
2.01.03.03 | Municipal Tax Obligations | 2,481 | 2,986 | |
2.01.04 | Short Term Debts | 2,803,640 | 3,689,173 | |
2.01.04.01 | Short Term Debts | 2,789,851 | 3,689,173 | |
2.01.04.01.01 | Local Currency | 2,236,480 | 3,077,081 | |
2.01.04.01.02 | Foreign Currency | 553,371 | 612,092 | |
2.01.04.02 | Debentures | 13,789 | - | |
2.01.05 | Other Obligations | 3,748,218 | 4,065,244 | |
2.01.05.01 | Advances from related parties | 2,791,235 | 3,416,713 | |
2.01.05.01.04 | Advances from related parties | 2,791,235 | 3,416,713 | |
2.01.05.02 | Other | 956,983 | 648,531 | |
2.01.05.02.01 | Dividends and Interest on Shareholders' Equity Payable | - | 1,018 | |
2.01.05.02.04 | Derivative Financial Instruments | 330,457 | 224,331 | |
2.01.05.02.05 | Management and Employees Profit Sharing | 171,398 | 54,350 | |
2.01.05.02.08 | Other Obligations | 455,128 | 368,832 | |
2.01.06 | Provisions | 1,775,248 | 878,145 | |
2.01.06.01 | Tax, Social Security, Labor and Civil Risk Provisions | 1,203,904 | 491,756 | |
2.01.06.01.01 | Tax Risk Provisions | 644,693 | 88,885 | |
2.01.06.01.02 | Social Security and Labor Risk Provisions | 347,040 | 307,045 | |
2.01.06.01.04 | Civil Risk Provisions | 212,171 | 95,826 | |
2.01.06.02 | Other Provisons | 571,344 | 386,389 | |
2.01.06.02.04 | Vacations & Christmas Bonuses Provisions | 480,334 | 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 |
4
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Parent Company FS / Statement of financial position - Liabilities (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
2.02 | Non-current Liabilities | 21,859,696 | 18,459,156 | |
2.02.01 | Long-term Debt | 15,666,354 | 15,354,273 | |
2.02.01.01 | Long-term Debt | 14,921,214 | 15,354,273 | |
2.02.01.01.01 | Local Currency | 6,059,415 | 7,550,060 | |
2.02.01.01.02 | Foreign Currency | 8,861,799 | 7,804,213 | |
2.02.01.02 | Debentures | 745,140 | - | |
2.02.02 | Other Obligations | 5,015,258 | 1,937,199 | |
2.02.02.01 | Liabilities with Related Parties | 2,637,425 | 1,169,507 | |
2.02.02.01.04 | Advances from Related Parties and Other Liabilities | 2,637,425 | 1,169,507 | |
2.02.02.02 | Other | 2,377,833 | 767,692 | |
2.02.02.02.06 | Suppliers | 13,743 | 12,803 | |
2.02.02.02.07 | Leasing Liability | 1,715,320 | 167,041 | |
2.02.02.02.08 | Other Obligations | 607,767 | 587,848 | |
2.02.02.02.09 | Derivative Financial Instruments | 41,003 |
| - |
2.02.04 | Provisions | 1,178,084 | 1,167,684 | |
2.02.04.01 | Tax, Social Security, Labor and Civil Risk Provisions | 833,164 | 854,329 | |
2.02.04.01.01 | Provisions for Tax Contingencies | 206,608 | 141,265 | |
2.02.04.01.02 | Social Security and Labor Risk Provisions | 203,440 | 159,668 | |
2.02.04.01.04 | Provisions for Civil Contingencies | 88,547 | 183,765 | |
2.02.04.01.05 | Contingent Liability | 334,569 | 369,631 | |
2.02.04.02 | Other Provisons | 344,920 | 313,355 | |
2.02.04.02.04 | Employee Benefits Plans | 344,920 | 313,355 | |
2.03 | Shareholders' Equity | 7,149,921 | 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 | 168,896 | 58,678 | |
2.03.02.01 | Goodwill on the Shares Issuance | 166,192 | 166,192 | |
2.03.02.04 | Granted Options | 269,735 | 262,306 | |
2.03.02.05 | Treasury Shares | (38,239) | (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 | (114,944) | (199,296) | |
2.03.02.10 | Gain (Loss) by Change of Participation of Controlling Entities | (220) | (220) | |
2.03.05 | Accumulated Earnings (Losses) | (4,715,699) | (4,279,003) | |
2.03.08 | Other Comprehensive Loss | (763,747) | (1,275,519) | |
2.03.08.01 | Derivative Financial Intruments | (553,137) | (396,165) | |
2.03.08.02 | Financial Instruments (FVTOCI) | 6,051 | (98,451) | |
2.03.08.03 | Cumulative Translation Adjustments of Foreign Currency | (198,689) | (752,815) | |
2.03.08.04 | Actuarial Gain (Losses) | (17,972) | (28,088) |
5
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Parent Company FS / Statement of Income (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Accumulated |
| Previous Quarter |
| Accumulated |
3.01 | Net Sales | 7,281,753 | 20,725,547 | 6,124,996 | 17,656,588 | |||
3.02 | Cost of Goods Sold | (5,711,393) | (16,631,063) | (5,481,918) | (15,874,738) | |||
3.03 | Gross Profit | 1,570,360 | 4,094,484 | 643,078 | 1,781,850 | |||
3.04 | Operating (Expenses) Income | 315,775 | (1,231,613) | (895,107) | (2,080,999) | |||
3.04.01 | Selling | (988,092) | (2,876,028) | (797,659) | (2,360,767) | |||
3.04.02 | General and Administrative | (95,085) | (272,518) | (82,182) | (202,106) | |||
3.04.03 | Impairment Loss on Trade and Other Receivables | (12,576) | (20,149) | (4,115) | (20,290) | |||
3.04.04 | Other Operating Income | 506,473 | 1,245,476 | 26,128 | 105,815 | |||
3.04.05 | Other Operating Expenses | (220,639) | (784,126) | (106,167) | (211,296) | |||
3.04.06 | Income from Associates and Joint Ventures | 1,125,694 | 1,475,732 | 68,888 | 607,645 | |||
3.05 | Income (Loss) Before Financial and Tax Results | 1,886,135 | 2,862,871 | (252,029) | (299,149) | |||
3.06 | Financial Results | (1,096,096) | (2,125,547) | (627,450) | (2,102,510) | |||
3.06.01 | Financial Income | 738,744 | 1,213,358 | 260,305 | 809,169 | |||
3.06.02 | Financial Expenses | (1,834,840) | (3,338,905) | (887,755) | (2,911,679) | |||
3.07 | Income (Loss) Before Taxes | 790,039 | 737,324 | (879,479) | (2,401,659) | |||
3.08 | Income and Social Contribution | (354,931) | (226,385) | 28,512 | (51,462) | |||
3.08.01 | Current | 904 | 904 | - | - | |||
3.08.02 | Deferred | (355,835) | (227,289) | 28,512 | (51,462) | |||
3.09 | Income (Loss) from Continued Operations | 435,108 | 510,939 | (850,967) | (2,453,121) | |||
3.10 | Net Income/Loss from Discontinued Operations | (141,201) | (895,142) | 51,986 | 101,319 | |||
3.11 | Income (Loss) | 293,907 | (384,203) | (798,981) | (2,351,802) | |||
3.99 | Earnings per Share - (Brazilian Reais/Share) | |||||||
3.99.01 | Earnings per Share - Basic | |||||||
3.99.01.01 | ON | 0.36216 | (0.47347) | (0.98484) | (2.89897) | |||
3.99.02 | Earning per Share - Diluted | |||||||
3.99.02.01 | ON | 0.36216 | (0.47347) | (0.98484) | (2.89897) |
6
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Parent Company FS / Statement of Comprehensive Income (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Accumulated |
| Previous Quarter |
| Accumulated |
4.01 | Income (Loss) | 293,907 | (384,203) | (798,981) | (2,351,802) | |||
4.02 | Other Comprehensive Income | (359,245) | 459,279 | (216,602) | (675,801) | |||
4.02.01 | Gains (Losses) in Foreign Currency Translation Adjustments | (105,041) | 554,126 | (558,146) | (704,630) | |||
4.02.03 | Gains (Losses) on Marketable Securities at FVTOCI | 5,828 | 100,961 | (19,251) | (139,348) | |||
4.02.04 | Taxes on Unrealized Gains (Losses) on Marketable Securities at FVTOCI | (12,581) | (48,952) | 6,605 | 23,841 | |||
4.02.05 | Unrealized Gains (Losses) on Cash Flow Hedge | (382,030) | (238,553) | 169,742 | (157,420) | |||
4.02.06 | Taxes on Unrealized Gains (Losses) on Cash Flow Hedge | 129,774 | 81,581 | (56,557) | 53,916 | |||
4.02.07 | Actuarial Gains on Pension and Post-employment Plans | 7,232 | 16,322 | 5,947 | 16,923 | |||
4.02.08 | Taxes on Realized Gains on Pension Post-employment Plans | (2,427) | (6,206) | (2,162) | (6,303) | |||
4.02.11 | Restatement by Hyperinflation | - | - | 237,220 | 237,220 | |||
4.03 | Comprehensive Income (Loss) | (65,338) | 75,076 | (1,015,583) | (3,027,603) |
7
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Parent Company FS / Statement of Cash Flow (Indirect method) (in thousands of Brazilian Reais) |
Account Code | Account Description | Accumulated Current Year |
| Accumulated Previous Year |
6.01 | Operating Activities from Continued Operations | 1,293,887 | 168,422 | |
6.01.01 | Cash from Operations | 2,979,276 | 660,888 | |
6.01.01.01 | Income (Loss) of continuing operations | 510,939 | (2,453,121) | |
6.01.01.03 | Depreciation and Amortization | 949,094 | 574,564 | |
6.01.01.04 | Depreciation and Depletion of Biological Assets | 548,821 | 444,464 | |
6.01.01.05 | Result on Disposals of Property, Plant and Equipments | (11,146) | 16,395 | |
6.01.01.06 | Gains in Tax Lawsuit | (1,174,376) | - | |
6.01.01.08 | Deferred Income Tax | 227,289 | 51,462 | |
6.01.01.09 | Provision for Tax, Civil and Labor Risks | 684,073 | 176,957 | |
6.01.01.10 | Financial Results, Net | 2,125,547 | 2,102,510 | |
6.01.01.11 | Income from Associates and Joint Ventures | (1,475,732) | (607,645) | |
6.01.01.12 | Provision for Losses in Inventories | 108,028 | 220,957 | |
6.01.01.17 | Others | 486,739 | 134,345 | |
6.01.02 | Changes in Operating Assets and Liabilities | (1,633,412) | (1,293,218) | |
6.01.02.01 | Trade Accounts Receivable | 1,482,653 | 2,462,401 | |
6.01.02.02 | Inventories | (412,924) | (649,194) | |
6.01.02.03 | Trade Accounts Payable | (142,580) | (573,776) | |
6.01.02.05 | Supply Chain Finance | (251,978) | 171,848 | |
6.01.02.06 | Payment of Tax, Civil and Labor Risks Provisions | (491,764) | (234,887) | |
6.01.02.07 | Others Operating Assets and Liabilities | (1,088,265) | (1,892,952) | |
6.01.02.08 | Investment in Securities at FVTPL | (89,046) | (148,800) | |
6.01.02.09 | Redemption of Securities at FVTPL | 28,566 | 13,428 | |
6.01.02.13 | Payment of Interest | (762,147) | (599,550) | |
6.01.02.15 | Dividends and Interest on Shareholders' Equity Received | 9,425 |
| 10,912 |
6.01.02.16 | Biological assets - Current | (25,321) | 41,678 | |
6.01.02.17 | Interest received | 109,969 | 105,674 | |
6.01.03 | Other | (51,977) | 800,752 | |
6.01.03.01 | Net Cash Provided by (used in) Operating Activities from Discontinued Operations | (51,977) | 800,752 | |
6.02 | Net Cash provided by (used in) Investing Activities | 79,289 | (1,167,291) | |
6.02.02 | Redemptions of Securities at Amortized Cost | 89,046 | - | |
6.02.03 | Investments in Securities at FVTOCI | - | (5,035) | |
6.02.04 | Redemptions of Securities at FVTOCI | 209,448 | 140,886 | |
6.02.05 | Redemptions (Investments) in Restricted Cash | 235,754 | (282,673) | |
6.02.06 | Additions to Property, Plant and Equipment | (246,969) | (349,727) | |
6.02.07 | Receivable from Disposals of Property, Plant and Equipment and Investment | 212,404 | 46,104 | |
6.02.08 | Capital increase in subsidiaries | - | (125,751) | |
6.02.09 | Additions to Intangible | (53,336) | (15,675) | |
6.02.10 | Additions to Biological Assets - Non-current | (543,074) | (424,656) | |
6.02.11 | Sale (aquisition) of Participation in Joint Ventures and Associated Entities | (2,728) | 5,104 | |
6.02.16 | Net Cash Provided (used in) Investing Activities from Discontinued Operations | 180,303 | (155,868) | |
6.02.17 | Advance for Future Capital Increase | (1,559) | - | |
6.03 | Net Cash Used in Financing Activities | (1,743,567) | 142,731 | |
6.03.01 | Proceeds from Debt Issuance | 4,743,866 | 5,352,686 | |
6.03.02 | Payment of Debt | (6,146,887) | (5,138,559) | |
6.03.11 | Lease | (340,546) | (71,396) | |
6.04 | Exchange Rate Variation on Cash and Cash Equivalents | 21,553 | 2,836 | |
6.05 | Increase (Decrease) in Cash and Cash Equivalents | (348,838) | (853,302) | |
6.05.01 | At the Beginning of the Period | 3,826,698 | 3,584,701 | |
6.05.02 | At the End of the Period | 3,477,860 | 2,731,399 |
8
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Parent Company FS / Statement of Changes in Shareholders’ Equity for the Period from 01/01/2019 to 09/30/2019 (in thousands of Brazilian Reais) |
Account Code | Account Description | Paid-in Capital |
| Capital Reserves, Granted Options and Treasury Shares |
| Profit Reserves |
| Retained Earnings |
| Other Comprehensive Income |
| Shareholders' Equity |
5.01 | Balance at January 1, 2019 | 12,460,471 | 58,678 | - | (4,279,003) | (1,275,519) | 6,964,627 | |||||
5.03 | Opening Balance Adjusted | 12,460,471 | 58,678 | - | (4,279,003) | (1,275,519) | 6,964,627 | |||||
5.04 | Share-based Payments | - | 110,218 | - | - | - | 110,218 | |||||
5.04.03 | Options Granted | - | 25,866 | - | - | - | 25,866 | |||||
5.04.12 | Acquisition of Non-Controlling Entities | - | 84,352 | - | - | - | 84,352 | |||||
5.05 | Total Comprehensive Loss | - | - | - | (436,696) | 511,772 | 75,076 | |||||
5.05.01 | Loss for the Period | - | - | - | (384,203) | - | (384,203) | |||||
5.05.02 | Other Comprehensive Loss | - | - | - | (52,493) | 511,772 | 459,279 | |||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | (238,553) | (238,553) | |||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | 81,581 | 81,581 | |||||
5.05.02.06 | Unrealized Gains on Marketable Securities at FVTOCI | - | - | - | - | 153,454 | 153,454 | |||||
5.05.02.07 | Tax on Unrealized Losses on Marketable Securities at FVTOCI | - | - | - | - | (48,952) | (48,952) | |||||
5.05.02.08 | Actuarial Gains on Pension and Post-employment Plans | - | - | - | - | 10,116 | 10,116 | |||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | 554,126 | 554,126 | |||||
5.05.02.10 | Realized Loss on Marketable Securities at FVTOCI | - | - | - | (52,493) | - | (52,493) | |||||
5.07 | Balance at September 30, 2019 | 12,460,471 | 168,896 | - | (4,715,699) | (763,747) | 7,149,921 |
9
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Parent CompanyFS / Statement of Changes in Shareholders’ Equity for the Period from 01/01/2018 to 09/30/2018 (in thousands of Brazilian Reais) |
Account Code | Account Description | Paid-in Capital |
| Capital Reserves, Granted Options and Treasury Shares |
| Profit Reserves |
| Retained Earnings |
| Other Comprehensive Income |
| Shareholders' Equity |
5.01 | Balance at January 1, 2018 | 12,460,471 | 43,614 | 101,367 | - | (1,405,241) | 11,200,211 | |||||
5.02 | Previous Year Adjustment | - | - | - | 444,027 | - | 444,027 | |||||
5.02.01 | Adoption of IFRS 9 | - | - | - | (15,696) | - | (15,696) | |||||
5.02.02 | Restatement by Hyperinflation | - | - | - | 459,723 | 459,723 | ||||||
5.03 | Opening Balance Adjusted | 12,460,471 | 43,614 | 101,367 | 444,027 | (1,405,241) | 11,644,238 | |||||
5.04 | Share-based Payments | - | 8,580 | - | - | - | 8,580 | |||||
5.04.03 | Options Granted | - | 4,120 | - | - | - | 4,120 | |||||
5.04.05 | Treasury Shares Sold | - | 4,460 | - | - | - | 4,460 | |||||
5.05 | Total Comprehensive Loss | - | - | - | (2,415,778) | (611,825) | (3,027,603) | |||||
5.05.01 | Loss for the Period | - | - | - | (2,351,802) | - | (2,351,802) | |||||
5.05.02 | Other Comprehensive Loss | - | - | - | (63,976) | (611,825) | (675,801) | |||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | (157,420) | (157,420) | |||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | 53,916 | 53,916 | |||||
5.05.02.06 | Unrealized Losses on Marketable Securities at FVTOCI | - | - | - | - | (75,372) | (75,372) | |||||
5.05.02.07 | Tax on Unrealized Losses on Marketable Securities at FVTOCI | 23,841 | 23,841 | |||||||||
5.05.02.08 | Actuarial gains on pension and post-employment plans | - | - | - | - | 10,620 | 10,620 | |||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (704,630) | (704,630) | |||||
5.05.02.10 | Realized Loss on Marketable Securities at FVTOCI | - | - | - | (63,976) | - | (63,976) | |||||
5.05.02.11 | Restatement by Hyperinflation | - | - | - | - | 237,220 | 237,220 | |||||
5.07 | Balance at September 30, 2018 | 12,460,471 | 52,194 | 101,367 | (1,971,751) | (2,017,066) | 8,625,215 |
10
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Parent Company FS / Statement of Value Added (in thousands of Brazilian Reais) |
Account Code | Account Description | Accumulated Current Year |
| Accumulated Previous Year |
7.01 | Revenues | 23,935,487 | 20,069,140 | |
7.01.01 | Sales of Goods, Products and Services | 23,072,578 | 19,904,719 | |
7.01.02 | Other Income | 651,161 | (126,023) | |
7.01.03 | Revenue Related to Construction of Own Assets | 239,138 | 335,644 | |
7.01.04 | Allowance for Doubtful Accounts | (27,390) | (45,200) | |
7.02 | Raw Material Acquired from Third Parties | (14,722,520) | (14,591,190) | |
7.02.01 | Costs of Products and Goods Sold | (12,648,207) | (12,242,088) | |
7.02.02 | Materials, Energy, Third Parties Services and Other | (2,132,409) | (1,805,846) | |
7.02.03 | Reversal (Provision) for Inventories Losses | 58,096 | (543,256) | |
7.03 | Gross Added Value | 9,212,967 | 5,477,950 | |
7.04 | Retentions | (1,497,915) | (1,019,028) | |
7.04.01 | Depreciation, Amortization and Exhaustion | (1,497,915) | (1,019,028) | |
7.05 | Net Added Value | 7,715,052 | 4,458,922 | |
7.06 | Received from Third Parties | 2,687,882 | 1,419,104 | |
7.06.01 | Income from Associates and Joint Ventures | 1,475,732 | 607,645 | |
7.06.02 | Financial Income | 1,213,358 | 809,169 | |
7.06.03 | Other | (1,208) | 2,290 | |
7.07 | Added Value to be Distributed | 10,402,934 | 5,878,026 | |
7.08 | Distribution of Added Value | 10,402,934 | 5,878,026 | |
7.08.01 | Payroll | 3,583,217 | 2,716,313 | |
7.08.01.01 | Salaries | 2,686,256 | 1,974,733 | |
7.08.01.02 | Benefits | 722,921 | 591,686 | |
7.08.01.03 | Government Severance Indemnity Fund for Employees | 174,040 | 149,894 | |
7.08.02 | Taxes, Fees and Contributions | 2,867,064 | 2,552,719 | |
7.08.02.01 | Federal | 1,318,849 | 1,113,705 | |
7.08.02.02 | State | 1,516,689 | 1,415,353 | |
7.08.02.03 | Municipal | 31,526 | 23,661 | |
7.08.03 | Capital Remuneration from Third Parties | 3,441,714 | 3,062,115 | |
7.08.03.01 | Interests | 3,353,677 | 2,924,331 | |
7.08.03.02 | Rents | 88,037 | 137,784 | |
7.08.04 | Interest on Own Capital | 510,939 | (2,453,121) | |
7.08.04.03 | Income (Loss) of the Period | 510,939 | (2,453,121) |
11
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of financial position - Assets (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
1 | Total Assets | 43,351,458 | 42,382,377 | |
1.01 | Current Assets | 17,013,842 | 19,030,900 | |
1.01.01 | Cash and Cash Equivalents | 6,206,248 | 4,869,562 | |
1.01.02 | Marketable Securities | 414,223 | 507,035 | |
1.01.02.01 | Measured at Fair Value through Profit and Loss | 394,553 | 295,699 | |
1.01.02.02 | Financial Instruments Evaluted at Fair Value through Other Comprehensive Income | 19,670 | 24,312 | |
1.01.02.03 | Evaluated at Amortized Cost | - | 187,024 | |
1.01.03 | Trade Accounts Receivable | 2,182,148 | 2,720,041 | |
1.01.03.01 | Trade Accounts Receivable | 2,112,917 | 2,604,928 | |
1.01.03.02 | Other Receivables | 69,231 | 115,113 | |
1.01.04 | Inventories | 4,492,165 | 3,877,294 | |
1.01.05 | Biological Assets | 1,559,119 | 1,513,133 | |
1.01.06 | Recoverable Taxes | 756,709 | 1,066,872 | |
1.01.06.01 | Current Recoverable Taxes | 756,709 | 1,066,872 | |
1.01.06.01.01 | Income and social contribution tax (IR/CS) | 144,608 | 506,483 | |
1.01.06.01.03 | Recoverable Taxes | 638,636 | 583,551 | |
1.01.06.01.04 | Provision for losses | (26,535) | (23,162) | |
1.01.08 | Other Current Assets | 1,403,230 | 4,476,963 | |
1.01.08.02 | Assets of Discontinued Operations | 75,454 | 3,326,305 | |
1.01.08.02.01 | Assets Held for Sale | 75,454 | 169,798 | |
1.01.08.02.02 | Assets of Discontinued Operations | - | 3,156,507 | |
1.01.08.03 | Other | 1,327,776 | 1,150,658 | |
1.01.08.03.01 | Dividends and Interest on Shareholders' Equity Receivable | - | 7,304 | |
1.01.08.03.02 | Derivative Financial Instruments | 103,891 | 182,339 | |
1.01.08.03.06 | Restricted Cash | 629,479 | 277,321 | |
1.01.08.03.10 | Other | 594,406 | 683,694 | |
1.02 | Non-current Assets | 26,337,616 | 23,351,477 | |
1.02.01 | Non-current Assets | 9,018,357 | 7,549,076 | |
1.02.01.01 | Financial Instruments Evaluated at Fair Value through Profit and Loss | 14,889 | 14,699 | |
1.02.01.02 | Financial Instruments Evaluted at Fair Value through Other Comprehensive Income | 29,268 | 131,555 | |
1.02.01.03 | Evaluated at Amortized Cost | 274,422 | 144,371 | |
1.02.01.04 | Trade Accounts Receivable | 77,161 | 96,922 | |
1.02.01.04.01 | Trade Accounts Receivable | 8,360 | 7,963 | |
1.02.01.04.02 | Other Receivables | 68,801 | 88,959 | |
1.02.01.06 | Biological Assets | 1,073,108 | 1,061,314 | |
1.02.01.07 | Deferred Taxes | 1,458,643 | 1,519,652 | |
1.02.01.07.01 | Deferred Income Tax and Social Contribution | 1,458,643 | 1,519,652 | |
1.02.01.10 | Other Non-current Assets | 6,090,866 | 4,580,563 | |
1.02.01.10.03 | Judicial Deposits | 588,368 | 669,098 | |
1.02.01.10.04 | Income and social contribution tax (IR/CS) | 342,375 | 16,275 | |
1.02.01.10.05 | Provision for losses from Income and social contribution tax (IR/CS) | (9,029) | (9,029) | |
1.02.01.10.06 | Recoverable Taxes | 5,226,263 | 3,295,310 | |
1.02.01.10.07 | Provision for losses | (149,558) | (152,763) | |
1.02.01.10.08 | Derivative Financial Instruments | 197 |
| - |
1.02.01.10.09 | Restricted Cash | - | 584,300 | |
1.02.01.10.10 | Other | 92,250 | 177,372 |
12
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of financial position - Assets (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
1.02.02 | Investments | 14,587 | 86,005 | |
1.02.02.01 | Investments | 7,511 | 78,719 | |
1.02.02.01.01 | Equity in Associates | 6,927 | 77,605 | |
1.02.02.01.05 | Other | 584 | 1,114 | |
1.02.02.02 | Investments Property | 7,076 | 7,286 | |
1.02.02.02.01 | Investments Property | 7,076 | 7,286 | |
1.02.03 | Property, Plant and Equipment, Net | 12,258,788 | 10,696,998 | |
1.02.03.01 | Property, Plant and Equipment in Operation | 9,826,926 | 10,080,724 | |
1.02.03.02 | Right of Use in Progress | 2,112,309 | 206,578 | |
1.02.03.03 | Property, Plant and Equipment in Progress | 319,553 | 409,696 | |
1.02.04 | Intangible | 5,045,884 | 5,019,398 | |
1.02.04.01 | Intangible | 5,045,884 | 5,019,398 | |
1.02.04.01.02 | Software | 188,460 | 205,148 | |
1.02.04.01.03 | Trademarks | 1,337,262 | 1,336,162 | |
1.02.04.01.04 | Goodwill | 2,751,680 | 2,694,965 | |
1.02.04.01.05 | Software Leased | 21,140 | 10,938 | |
1.02.04.01.08 | Other | 747,342 | 772,185 |
13
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of financial position - Liabilities (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
2 | Total Liabilities | 43,351,458 |
| 42,382,377 |
2.01 | Current Liabilities | 13,633,561 | 14,488,640 | |
2.01.01 | Social and Labor Obligations | 237,443 | 248,567 | |
2.01.01.01 | Social Obligations | 89,187 | 100,586 | |
2.01.01.02 | Labor Obligations | 148,256 | 147,981 | |
2.01.02 | Trade Accounts Payable | 6,703,845 | 6,438,217 | |
2.01.02.01 | Domestic Suppliers | 5,477,222 | 5,188,331 | |
2.01.02.01.01 | Domestic Suppliers | 4,704,150 |
| 4,407,767 |
2.01.02.01.02 | Supply Chain Finance | 442,609 |
| 704,852 |
2.01.02.01.03 | Leasing Liability | 330,463 | 75,712 | |
2.01.02.02 | Foreign Suppliers | 1,226,623 | 1,249,886 | |
2.01.02.02.01 | Foreign Suppliers | 976,926 |
| 1,079,438 |
2.01.02.02.02 | Supply Chain Finance | 175,984 |
| 170,448 |
2.01.02.02.03 | Leasing Liability | 73,713 | - | |
2.01.03 | Tax Obligations | 457,932 | 402,971 | |
2.01.03.01 | Federal Tax Obligations | 173,094 | 146,893 | |
2.01.03.01.01 | Income and Social Contribution Payable | 127,029 | 74,392 | |
2.01.03.01.02 | Other Federal | 46,065 | 72,501 | |
2.01.03.02 | State Tax Obligations | 282,343 | 253,093 | |
2.01.03.03 | Municipal Tax Obligations | 2,495 | 2,985 | |
2.01.04 | Short Term Debts | 3,242,968 | 4,547,389 | |
2.01.04.01 | Short Term Debts | 3,229,179 | 4,547,389 | |
2.01.04.01.01 | Local Currency | 2,236,480 | 3,077,080 | |
2.01.04.01.02 | Foreign Currency | 992,699 | 1,470,309 | |
2.01.04.02 | Debentures | 13,789 | - | |
2.01.05 | Other Obligations | 1,194,914 | 823,206 | |
2.01.05.02 | Other | 1,194,914 | 823,206 | |
2.01.05.02.01 | Dividends and Interest on Shareholders' Equity Payable | - | 6,247 | |
2.01.05.02.04 | Derivative Financial Instruments | 339,834 | 235,035 | |
2.01.05.02.05 | Management and Employees Profit Sharing | 172,754 | 63,653 | |
2.01.05.02.08 | Other Obligations | 682,326 | 518,271 | |
2.01.06 | Provisions | 1,796,459 | 896,761 | |
2.01.06.01 | Tax, Social Security, Labor and Civil Risk Provisions | 1,206,994 | 495,584 | |
2.01.06.01.01 | Tax Risk Provisions | 644,693 | 88,884 | |
2.01.06.01.02 | Social Security and Labor Risk Provisions | 349,278 | 308,845 | |
2.01.06.01.04 | Civil Risk Provisions | 213,023 | 97,855 | |
2.01.06.02 | Other Provisons | 589,465 | 401,177 | |
2.01.06.02.04 | Vacations & Christmas Bonuses Provisions | 494,459 | 306,449 | |
2.01.06.02.05 | Employee Benefits Provisions | 95,006 | 94,728 | |
2.01.07 | Liabilities of Discontinued Operations | - | 1,131,529 | |
2.01.07.01 | Liabilities of Discontinued Operations | - | 1,131,529 |
14
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of financial position - Liabilities (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Previous Year |
2.02 | Non-current Liabilities | 22,298,353 | 20,361,960 | |
2.02.01 | Long-term Debt | 17,834,156 | 17,618,055 | |
2.02.01.01 | Long-term Debt | 17,089,016 | 17,618,055 | |
2.02.01.01.01 | Local Currency | 6,059,415 | 7,550,060 | |
2.02.01.01.02 | Foreign Currency | 11,029,601 | 10,067,995 | |
2.02.01.02 | Debentures | 745,140 | - | |
2.02.02 | Other Obligations | 3,118,191 | 1,450,041 | |
2.02.02.02 | Other | 3,118,191 | 1,450,041 | |
2.02.02.02.06 | Suppliers | 13,743 | 12,803 | |
2.02.02.02.07 | Leasing Liability | 1,839,731 | 167,041 | |
2.02.02.02.08 | Other Obligations | 1,223,714 |
| 1,270,197 |
2.02.02.02.09 | Derivative Financial Instruments | 41,003 | - | |
2.02.03 | Deferred Taxes | 88,884 | 65,774 | |
2.02.03.01 | Deferred Income Tax and Social Contribution | 88,884 | 65,774 | |
2.02.04 | Provisions | 1,257,122 | 1,228,090 | |
2.02.04.01 | Tax, Social Security, Labor and Civil Risk Provisions | 833,487 | 854,667 | |
2.02.04.01.01 | Provisions for Tax Contingencies | 206,767 | 141,265 | |
2.02.04.01.02 | Social Security and Labor Risk Provisions | 203,504 | 159,668 | |
2.02.04.01.04 | Provisions for Civil Contingencies | 88,547 | 184,103 | |
2.02.04.01.05 | Contingent Liabilities | 334,669 | 369,631 | |
2.02.04.02 | Other Provisons | 423,635 | 373,423 | |
2.02.04.02.04 | Employee Benefits Plans | 423,635 | 373,423 | |
2.03 | Shareholders' Equity | 7,419,544 | 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 | 168,896 | 58,678 | |
2.03.02.01 | Goodwill on the Shares Issuance | 166,192 | 166,192 | |
2.03.02.04 | Granted Options | 269,735 | 262,306 | |
2.03.02.05 | Treasury Shares | (38,239) | (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 | (114,944) |
| (199,296) |
2.03.02.10 | Gain/Loss on Change of Controlling Entities | (220) | (220) | |
2.03.05 | Accumulated Earnings (Losses) | (4,715,699) |
| (4,279,003) |
2.03.08 | Other Comprehensive Loss | (763,747) | (1,275,519) | |
2.03.08.01 | Derivative Financial Intruments | (553,137) | (396,165) | |
2.03.08.02 | Financial Instruments (FVTOCI) | 6,051 | (98,451) | |
2.03.08.03 | Cumulative Translation Adjustments of Foreign Currency | (198,689) | (752,815) | |
2.03.08.04 | Actuarial Gain (Losses) | (17,972) | (28,088) | |
2.03.09 | Non-controlling Interest | 269,623 | 567,150 |
15
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of Income (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Accumulated Current Year |
| Previous Quarter |
| Accumulated Previous Year |
3.01 | Net Sales | 8,459,486 | 24,156,745 | 7,801,896 | 21,899,269 | |||
3.02 | Cost of Goods Sold | (6,363,893) | (18,452,433) | (6,478,354) | (18,601,973) | |||
3.03 | Gross Profit | 2,095,593 | 5,704,312 | 1,323,542 | 3,297,296 | |||
3.04 | Operating (Expenses) Income | (1,029,627) | (3,550,107) | (1,342,102) | (3,784,631) | |||
3.04.01 | Selling | (1,160,295) | (3,552,367) | (1,127,935) | (3,266,459) | |||
3.04.02 | General and Administrative | (141,729) | (419,115) | (147,369) | (381,617) | |||
3.04.03 | Impairment Loss on Trade and Other Receivables | (16,238) | (20,036) | (7,307) | (32,931) | |||
3.04.04 | Other Operating Income | 525,659 | 1,266,875 | 38,192 | 113,372 | |||
3.04.05 | Other Operating Expenses | (236,312) | (823,727) | (103,113) | (231,289) | |||
3.04.06 | Income from Associates and Joint Ventures | (712) | (1,737) | 5,430 | 14,293 | |||
3.05 | Income (Loss) Before Financial and Tax Results | 1,065,966 | 2,154,205 | (18,560) | (487,335) | |||
3.06 | Financial Results | (256,689) | (1,324,276) | (642,479) | (1,884,496) | |||
3.06.01 | Financial Income | 1,449,182 | 2,017,446 | 374,451 | 1,295,772 | |||
3.06.02 | Financial Expenses | (1,705,871) | (3,341,722) | (1,016,930) | (3,180,268) | |||
3.07 | Income (Loss) Before Taxes | 809,277 | 829,929 | (661,039) | (2,371,831) | |||
3.08 | Income and Social Contribution | (363,672) | (306,579) | (198,519) | (55,386) | |||
3.08.01 | Current | (11,560) | (98,398) | 48,944 | (16,350) | |||
3.08.02 | Deferred | (352,112) | (208,181) | (247,463) | (39,036) | |||
3.09 | Income (Loss) from Continued Operations | 445,605 | 523,350 | (859,558) | (2,427,217) | |||
3.10 | Net Income/Loss from Discontinued Operations | (141,201) | (906,323) | 47,105 | 86,310 | |||
3.11 | Income/Loss | 304,404 | (382,973) | (812,453) | (2,340,907) | |||
3.11.01 | Attributable to: Controlling Shareholders | 293,907 | (384,203) | (798,981) | (2,351,802) | |||
3.11.02 | Attributable to: Non-controlling Interest | 10,497 | 1,230 | (13,472) | 10,895 | |||
3.99 | Earnings per Share - (Brazilian Reais/Share) | |||||||
3.99.01 | Earnings per Share - Basic | - | ||||||
3.99.01.01 | ON | 0.36216 | (0.47347) | (0.98484) | (2.89897) | |||
3.99.02 | Earning per Share - Diluted | |||||||
3.99.02.01 | ON | 0.36216 | (0.47347) | (0.98484) | (2.89897) |
16
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of Comprehensive Income (in thousands of Brazilian Reais) |
Account Code | Account Description | Current Quarter |
| Accumulated |
| Previous Quarter |
| Accumulated |
4.01 | Income (Loss) | 304,404 | (382,973) | (812,453) | (2,340,907) | |||
4.02 | Other Comprehensive Income | (337,940) | 438,898 | (185,846) | (584,191) | |||
4.02.01 | Gains (Losses) in Foreign Currency Translation Adjustments | (83,722) | 534,114 | (527,390) | (613,020) | |||
4.02.03 | Gains (Losses) on Marketable Securities at FVTOCI | 5,828 | 100,961 | (19,251) | (139,348) | |||
4.02.04 | Taxes on Unrealized Gains (Losses) on Marketable Securities at FVTOCI | (12,581) | (48,952) | 6,605 | 23,841 | |||
4.02.05 | Unrealized Gains (Losses) on Cash Flow Hedge | (382,061) | (238,584) | 169,742 | (157,420) | |||
4.02.06 | Taxes on Unrealized Gains (Losses) on Cash Flow Hedge | 129,774 | 81,581 | (56,557) | 53,916 | |||
4.02.07 | Actuarial Gains on Pension and Post-employment Plans | 7,253 | 15,899 | 5,947 | 16,923 | |||
4.02.08 | Taxes on Realized Gains on Pension Post-employment Plans | (2,431) | (6,121) | (2,162) | (6,303) | |||
4.02.11 | Restatement by Hyperinflation | - | - | 237,220 | 237,220 | |||
4.03 | Comprehensive Income (Loss) | (33,536) | 55,925 | (998,299) | (2,925,098) | |||
4.03.01 | Attributable to: BRF Shareholders | (65,338) | 75,076 | (1,015,583) | (3,027,603) | |||
4.03.02 | Attributable to: Non-controlling Interests | 31,802 | (19,151) | 17,284 | 102,505 |
17
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of Cash Flow (Indirect method) (in thousands of Brazilian Reais) |
Account Code | Account Description | Accumulated Current Year |
| Accumulated Previous Year |
6.01 | Operating Activities from Continued Operations | 2,190,634 | 144,937 | |
6.01.01 | Cash from Operations | 3,910,680 | 1,434,805 | |
6.01.01.01 | Income (Loss) of continuing operations | 523,350 | (2,427,217) | |
6.01.01.03 | Depreciation and Amortization | 1,116,508 | 714,662 | |
6.01.01.04 | Depreciation and Depletion of Biological Assets | 600,926 | 592,396 | |
6.01.01.05 | Result on Disposals of Property, Plant and Equipments | (2,925) | 18,180 | |
6.01.01.06 | Gains in Tax Lawsuit | (1,174,376) | - | |
6.01.01.08 | Deferred Income Tax | 208,181 | 39,036 | |
6.01.01.09 | Provision for Tax, Civil and Labor Risks | 705,701 | 200,053 | |
6.01.01.10 | Financial Results, Net | 1,324,276 | 1,884,496 | |
6.01.01.11 | Income from Associates and Joint Ventures | 1,737 | (14,293) | |
6.01.01.12 | Provision for Losses in Inventories | 116,558 | 261,022 | |
6.01.01.17 | Others | 490,744 | 166,470 | |
6.01.02 | Changes in Operating Assets and Liabilities | (1,610,812) | (1,372,443) | |
6.01.02.01 | Trade Accounts Receivable | 738,405 | 571,009 | |
6.01.02.02 | Inventories | (695,948) | (939,258) | |
6.01.02.03 | Trade Accounts Payable | (358,497) | (787,791) | |
6.01.02.05 | Supply Chain Finance | (251,950) | 185,663 | |
6.01.02.06 | Payment of Tax, Civil and Labor Risks Provisions | (491,764) | (253,770) | |
6.01.02.07 | Others Operating Assets and Liabilities | 311,241 | 670,993 | |
6.01.02.11 | Investment of Measured at FVPL | (92,911) | (148,801) | |
6.01.02.12 | Redemption of Measured at FVPL | 29,701 | 13,429 | |
6.01.02.13 | Payment of Interest | (909,814) | (858,309) | |
6.01.02.14 | Payment of Income Tax and Social Contribution | (90) | (296) | |
6.01.02.15 | Dividends and Interest on Shareholders' Equity Received | 15,551 |
| 10,910 |
6.01.02.16 | Biological assets - Current | (44,356) | 30,563 | |
6.01.02.17 | Interest received | 139,620 | 133,215 | |
6.01.03 | Other | (109,234) | 82,575 | |
6.01.03.01 | Net Cash Provided (used in) Operating Activities from Discontinued Operations | (109,234) | 82,575 | |
6.02 | Net Cash Provided by (used in) Investing Activities | 1,467,666 | (1,310,648) | |
6.02.01 | Investments in Securities at Amortized Cost | (15,362) | (213,697) | |
6.02.02 | Redemptions of Securities at Amortized Cost | 95,638 | 156,620 | |
6.02.03 | Investments in Securities at FVTOCI | - | (5,035) | |
6.02.04 | Redemptions of Securities at FVTOCI | 264,965 | 140,886 | |
6.02.05 | Redemptions (Investments) in Restricted Cash | 256,442 | (283,582) | |
6.02.06 | Additions to Property, Plant and Equipment | (271,127) | (437,831) | |
6.02.07 | Receivable from Disposals of Property, Plant and Equipment and Investment | 187,110 | 46,104 | |
6.02.09 | Additions to Intangible | (54,621) | (17,045) | |
6.02.10 | Additions to Biological Assets - Non-current | (597,942) | (639,571) | |
6.02.11 | Sale (aquisition) of Participation in Joint Ventures and Associated Entities | (2,728) | 5,104 | |
6.02.16 | Net Cash Provided (used in) Investing Activities from Discontinued Operations | 1,605,291 | (62,601) | |
6.03 | Net Cash used in Financing Activities | (2,612,716) | (521,934) | |
6.03.01 | Proceeds from Debt Issuance | 4,964,243 | 5,520,639 | |
6.03.02 | Payment of Debt | (6,992,161) | (5,851,703) | |
6.03.09 | Acquisition of Non-Controlling Interests | (183,672) | - | |
6.03.10 | Net cash provided (used in) by financing activities from discontinued operations | 1,567 | (116,711) | |
6.03.11 | Lease | (402,693) | (74,159) | |
6.04 | Exchange Rate Variation on Cash and Cash Equivalents | 124,653 | 100,911 | |
6.05 | Increase (Decrease) in Cash and Cash Equivalents | 1,170,237 | (1,586,734) | |
6.05.01 | At the Beginning of the Period | 5,036,011 | 6,010,829 | |
6.05.02 | At the End of the Period | 6,206,248 | 4,424,095 |
18
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of Changes in Shareholders’ Equity for the period from 01/01/2019 to 09/30/2019 (in thousands of Brazilian Reais) |
Account Code | Account Description | Paid-in Capital |
| Capital Reserves, Granted Options and Treasury Shares |
| Profit Reserves |
| Retained Earnings |
| Other Comprehensive Income |
| Shareholders' Equity |
| Non-Controlling Interests |
| Total Shareholders' Equity |
5.01 | Balance at January 1, 2019 | 12,460,471 | 58,678 | - | (4,279,003) | (1,275,519) | 6,964,627 | 567,150 | 7,531,777 | |||||||
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 | - | 110,218 | - | - | - | 110,218 | (278,376) | (168,158) | |||||||
5.04.03 | Options Granted | - | 25,866 | - | - | - | 25,866 | - | 25,866 | |||||||
5.04.06 | Dividends | - | (1,552) | (1,552) | ||||||||||||
5.04.13 | Acquisition/Sale of Non-Controlling Interests | - | 84,352 | - | - | - | 84,352 | (276,824) | (192,472) | |||||||
5.05 | Total Comprehensive Loss | - | - | - | (436,696) | 511,772 | 75,076 | (19,151) | 55,925 | |||||||
5.05.01 | Income (Loss) for the Period | - | - | - | (384,203) | - | (384,203) | 1,230 | (382,973) | |||||||
5.05.02 | Other Comprehensive Loss | - | - | - | (52,493) | 511,772 | 459,279 | (20,381) | 438,898 | |||||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | (238,553) | (238,553) | (31) | (238,584) | |||||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | 81,581 | 81,581 | - | 81,581 | |||||||
5.05.02.06 | Unrealized Gains on Marketable Securities at FVTOCI | - | - | - | - | 153,454 | 153,454 | - | 153,454 | |||||||
5.05.02.07 | Tax on Unrealized Gains on Marketable Securities at FVTOCI | - | - | - | - | (48,952) | (48,952) | - | (48,952) | |||||||
5.05.02.08 | Actuarial Gains on Pension and Post-employment Plans | - | - | - | - | 10,116 | 10,116 | (338) | 9,778 | |||||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | 554,126 | 554,126 | (20,012) | 534,114 | |||||||
5.05.02.10 | Realized Loss on Marketable Securities at FVTOCI | - | - | - | (52,493) | - | (52,493) | - | (52,493) | |||||||
5.07 | Balance at September 30, 2019 | 12,460,471 | 168,896 | - | (4,715,699) | (763,747) | 7,149,921 | 269,623 | 7,419,544 |
19
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of Changes in Shareholders’ Equity for the period from 01/01/2018 to 09/30/2018 (in thousands of Brazilian Reais) |
Account Code | Account Description | Paid-in Capital |
| Capital Reserves, Granted Options and Treasury Shares |
| Profit Reserves |
| Retained Earnings |
| Other Comprehensive Income |
| Shareholders' Equity |
| Non-Controlling Interests |
| Total Shareholders' Equity |
5.01 | Balance at January 1, 2018 | 12,460,471 | 43,614 | 101,367 | - | (1,405,241) | 11,200,211 | 512,571 | 11,712,782 | |||||||
5.02 | Previous Year Adjustment | - | - | - | 444,027 | - | 444,027 | - | 444,027 | |||||||
5.02.01 | Adoption of IFRS 9 | - | - | - | (15,696) | - | (15,696) | - | (15,696) | |||||||
5.02.02 | Restatement by Hyperinflation | - | - | - | 459,723 | - | 459,723 | - | 459,723 | |||||||
5.03 | Opening Balance Adjusted | 12,460,471 | 43,614 | 101,367 | 444,027 | (1,405,241) | 11,644,238 | 512,571 | 12,156,809 | |||||||
5.04 | Share-based Payments | - | 8,580 | - | - | - | 8,580 | - | 8,580 | |||||||
5.04.03 | Options Granted | - | 4,120 | - | - | - | 4,120 | - | 4,120 | |||||||
5.04.05 | Treasury Shares Sold | - | 4,460 | - | - | - | 4,460 | - | 4,460 | |||||||
5.05 | Total Comprehensive Loss | - | - | - | (2,415,778) | (611,825) | (3,027,603) | 102,505 | (2,925,098) | |||||||
5.05.01 | Income (Loss) for the Period | - | - | - | (2,351,802) | - | (2,351,802) | 10,895 | (2,340,907) | |||||||
5.05.02 | Other Comprehensive Loss | - | - | - | (63,976) | (611,825) | (675,801) | 91,610 | (584,191) | |||||||
5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | (157,420) | (157,420) | - | (157,420) | |||||||
5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | 53,916 | 53,916 | - | 53,916 | |||||||
5.05.02.06 | Unrealized Losses on Marketable Securities at FVTOCI | - | - | - | - | (75,372) | (75,372) | - | (75,372) | |||||||
5.05.02.07 | Tax on Unrealized Losses on Marketable Securities at FVTOCI | - | - | - | - | 23,841 | 23,841 | - | 23,841 | |||||||
5.05.02.08 | Actuarial gains on pension and post-employment plans | - | - | - | - | 10,620 | 10,620 | - | 10,620 | |||||||
5.05.02.09 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (704,630) | (704,630) | 91,610 | (613,020) | |||||||
5.05.02.10 | Realized Loss on Marketable Securities at FVTOCI | - | - | - | (63,976) | - | (63,976) | - | (63,976) | |||||||
5.05.02.11 | Restatement by Hyperinflation | - | - | - | - | 237,220 | 237,220 | - | 237,220 | |||||||
5.07 | Balance at September 30, 2018 | 12,460,471 | 52,194 | 101,367 | (1,971,751) | (2,017,066) | 8,625,215 | 615,076 | 9,240,291 |
20
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Consolidated FS / Statement of Value Added (in thousands of Brazilian Reais) |
Account Code | Account Description | Accumulated Current Year |
| Accumulated Previous Year |
7.01 | Revenues | 27,637,980 | 24,587,942 | |
7.01.01 | Sales of Goods, Products and Services | 26,751,314 | 24,340,014 | |
7.01.02 | Other Income | 644,595 | (128,766) | |
7.01.03 | Revenue Related to Construction of Own Assets | 247,871 | 438,402 | |
7.01.04 | (Provision) Reversal for Doubtful Accounts Reversal | (5,800) | (61,708) | |
7.02 | Raw Material Acquired from Third Parties | (16,818,154) | (17,256,874) | |
7.02.01 | Costs of Products and Goods Sold | (14,310,037) | (14,792,378) | |
7.02.02 | Materials, Energy, Third Parties Services and Other | (2,573,130) | (2,534,502) | |
7.02.03 | Recovery (Loss) of Assets Values | 65,013 | 70,006 | |
7.03 | Gross Added Value | 10,819,826 | 7,331,068 | |
7.04 | Retentions | (1,717,434) | (1,307,058) | |
7.04.01 | Depreciation, Amortization and Exhaustion | (1,717,434) | (1,307,058) | |
7.05 | Net Added Value | 9,102,392 | 6,024,010 | |
7.06 | Received from Third Parties | 2,015,395 | 1,313,755 | |
7.06.01 | Equity Pick-Up | (1,737) | 14,293 | |
7.06.02 | Financial Income | 2,017,446 | 1,295,772 | |
7.06.03 | Other | (314) | 3,690 | |
7.07 | Added Value to be Distributed | 11,117,787 | 7,337,765 | |
7.08 | Distribution of Added Value | 11,117,787 | 7,337,765 | |
7.08.01 | Payroll | 3,895,701 | 3,544,737 | |
7.08.01.01 | Salaries | 2,938,980 | 2,652,951 | |
7.08.01.02 | Benefits | 770,667 | 712,859 | |
7.08.01.03 | Government Severance Indemnity Fund for Employees | 186,054 | 178,927 | |
7.08.02 | Taxes, Fees and Contributions | 3,210,451 | 2,792,017 | |
7.08.02.01 | Federal | 1,659,123 | 1,381,627 | |
7.08.02.02 | State | 1,516,801 | 1,381,256 | |
7.08.02.03 | Municipal | 34,527 | 29,134 | |
7.08.03 | Capital Remuneration from Third Parties | 3,488,285 | 3,428,228 | |
7.08.03.01 | Interests | 3,356,494 | 3,192,920 | |
7.08.03.02 | Rents | 131,791 | 235,308 | |
7.08.04 | Interest on Own Capital | 523,350 | (2,427,217) | |
7.08.04.03 | Income (Loss) of the Period | 510,939 | (2,453,121) | |
7.08.04.04 | Non-controlling interest | 12,411 | 25,904 |
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25
26
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28
29
30
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32
33
34
35
36
37
38
39
40
41
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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 food. With focus on raising, producing and slaughtering poultry and pork for processing, production and sale of fresh meat, processed products, pasta, frozen vegetables and soybean by-products.
BRF is a corporation, 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 address where the main officers act is at 8.501, Nações Unidas Avenue, 1st floor, in the City of São Paulo, State of São Paulo.
The Company holds as main brands Sadia, Perdigão, Qualy, Chester®, Kidelli, Perdix and Banvit, that are highly recognized, mainly in Brazil, Turkey and Middle Eastern countries.
In continuity with the operational and financial restructuring of the Company, the sale of the operations in Argentina, Europe and Thailand were concluded and as already disclosed in the previous quarter, there was a change in the management structure (note 5). Thus, the numbers of 2018 were restated.
44
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
1.1. Equity interest
Accounting method | % equity interest | ||||||||||||
Entity |
| Main activity | Country | Participation | 09.30.19 | 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 | (n) | Marketing and logistics services | France | Indirect | Consolidated | - | 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) (m) | Import, commercialization of products and holding | The Netherlands | Indirect | Consolidated | - | 100.00% | ||||||
Xamol Consultores Serviços Ltda. | (n) | Import and commercialization of products | Portugal | Indirect | Consolidated | - | 100.00% | ||||||
SPE Khan GmbH | (j) (n) | Holding and trading | Austria | Indirect | Consolidated | - | - | ||||||
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 Foods PTE Ltd. | Marketing and logistics services | Singapore | Indirect | Consolidated | 100.00% | 100.00% | |||||||
BRF Germany GmbH | (n) | Import and commercialization of products | Germany | Indirect | Consolidated | - | 100.00% | ||||||
BRF Holland B.V. | (n) | Import and commercialization of products | The Netherlands | Indirect | Consolidated | - | 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. | (n) | Industrialization, import and commercialization of products | The Netherlands | Indirect | Consolidated | - | 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 | (n) | Import and commercialization of products | Spain | Indirect | Consolidated | - | 100.00% | ||||||
BRF Invicta Ltd. | (m) (n) | Import, commercialization and distribution of products | England | Indirect | Consolidated | - | 69.16% | ||||||
Invicta Food Products Ltd. | (n) | Import and commercialization of products | England | Indirect | Consolidated | - | 100.00% | ||||||
BRF Wrexham Ltd. | (n) | Industrialization, import and commercialization of products | England | Indirect | Consolidated | - | 100.00% | ||||||
Invicta Food Group Ltd. | (b) (m) | Import, commercialization and distribution of products | England | Indirect | Consolidated | - | 100.00% | ||||||
Invicta Foods Ltd. | (n) | Import, commercialization and distribution of products | England | Indirect | Consolidated | - | 100.00% | ||||||
Invicta Foodservice Ltd. | (n) | Import, commercialization and distribution of products | England | Indirect | Consolidated | - | 100.00% | ||||||
Universal Meats (UK) Ltd. | (b) (m) | Import, Industrialization, commercialization and distribution of products | England | Indirect | Consolidated | - | 100.00% | ||||||
BRF Italia SPA | (n) | Import and commercialization of products | Italy | Indirect | Consolidated | - | 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 | (n) | Holding | Thailand | Indirect | Consolidated | - | 48.52% | ||||||
Golden Poultry Siam Limited | (n) | Holding | Thailand | Indirect | Consolidated | - | 51.84% | ||||||
Golden Poultry Siam Limited | (n) | Holding | Thailand | Indirect | Consolidated | - | 48.16% | ||||||
BRF Thailand Limited | (n) | Import, Industrialization, commercialization and distribution of products | Thailand | Indirect | Consolidated | - | 100.00% | ||||||
BRF Feed Thailand Limited | (n) | Import, Industrialization, commercialization and distribution of products | Thailand | Indirect | Consolidated | - | 100.00% | ||||||
Golden Foods Sales (Europe) Limited | (n) | Holding and trading | England | Indirect | Consolidated | - | 100.00% | ||||||
Golden Quality Foods Europe BV | (n) | Import, commercialization and distribution of products | The Netherlands | Indirect | Consolidated | - | 100.00% | ||||||
Golden Quality Foods Netherlands BV | (n) | Import, commercialization and distribution of products | The Netherlands | Indirect | Consolidated | - | 100.00% | ||||||
Golden Foods Siam Europe Limited | (b) (m) | Import, commercialization and distribution of products | England | Indirect | Consolidated | - | 100.00% | ||||||
Golden Quality Poultry (UK) Ltd | (n) | Import, commercialization and distribution of products | England | Indirect | Consolidated | - | 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. | (a) | 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. | (p) | Import, industrialization, commercialization and distribution of products | Singapore | Joint venture | Equity pick-up | - | 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. | (a) | 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 | (a) | Import, commercialization and distribution of products | Hong Kong | Indirect | Consolidated | 100.00% | 100.00% |
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Accounting method | % equity interest | ||||||||||||
Entity |
| Main activity | Country | Participation | 09.30.19 | 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. | (k) |
| Management of assets |
| Brazil |
| Affiliate |
| Equity pick-up |
| 33.33% |
| 66.66% |
PR-SAD Administração de bem próprio S.A. | (o) |
| Management of assets |
| Brazil |
| Affiliate |
| Equity pick-up |
| 33.33% |
| - |
PSA Laboratório Veterinário Ltda. |
| Veterinary activities |
| Brazil |
| Direct |
| Consolidated |
| 99.99% |
| 99.99% | |
Sino dos Alpes Alimentos Ltda. | (a) | Industrialization and commercialization of products | Brazil | Indirect | Consolidated | 99.99% | 99.99% | ||||||
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. | (a) |
| 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. | (l) |
| Industrialization and commercialization of products |
| Brazil |
| Affiliate |
| Equity pick-up |
| - |
| 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 for the International market and owned until June 02, 2019, 62 direct subsidiaries in Madeira Island, Portugal, with an investment of R$4,133 (R$4,913 as of December 31, 2018) and a direct subsidiary in Den Bosch, The Netherlands, denominated Qualy 20 with an investment of R$7,299 (R$7,360 as of December 31, 2018). The wholly-owned subsidiary Qualy 5201 B.V. owned 133 subsidiaries in The Netherlands being the amount of this investment until disposal date of R$19,467 (R$20,725 as of December 31, 2018). The indirect subsidiary Invicta Food Group Ltd. owned 120 direct subsidiaries in Ashford, England, with an investment until disposal date of R$44,837 (R$44,805 as of December 31, 2018). The indirect subsidiary Universal Meats (UK) Ltd owned 99 direct subsidiaries in Ashford, England with an investment until disposal date of R$41,112 (R$45,052 as of December 31, 2018). The indirect subsidiary Golden Foods Siam Europe Ltd (GFE) owned 32 subsidiaries in Ashford, England with an investment until disposal date of R$(157) (R$44 as of December 31, 2018). The purpose of these subsidiaries was to operate in the European market to increase the Company’s share in this market, which is regulated by a system of poultry and turkey meat import quotas. |
On March 15, 2019, mergers were realized in the direct 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, 2019, BRF Holland B.V sold its participation in Campo Austral S.A. to Eclipse Holding Cöoperatief U.A. |
(g) | On February 04, 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. |
(j) | On April 1st, 2019, SPE Khan Gmbh was incorporated with the purpose of contributing the assets and liabilities from BRF Global GMBH to be later sold to Tyson International Holding Co. |
(k) | On April 1st, 2019, 33,33% of equity stake in PP-Bio Administração de Bem Próprio S.A. was sold. |
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
(l) | On April 03, 2019, UP Alimentos was liquidated. |
(m) | On May 31, 2019, BRF Gmbh acquired the minority stake in BRF Invicta Ltd. equivalent to R$ 217,393 (GBP 43,716). The goodwill arising from this transaction was recorded as capital reserve, in the amount equivalent to R$99,327 (GBP 19,974). |
(n) | On June 03, 2019, the companies were sold to Tyson International Holding Co. as part of Europe and Thailand operations (note 12). |
(o) | On August 1st, 2019, 33,33% of equity stake in PR-SAD Administração de Bem Próprio S.A. was acquired. |
(p) | On September 05, 2019, was sold the totally of shares from SATS BRF Food PTE Ltd. |
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 nine-month period ended on September 30, 2019, the main impacts observed as result of the referred investigations were recorded in other operating expenses in the amount of R$59,153 (R$52,108 in the nine-month period ended September 30, 2018), mostly related to expenditures with lawyers, legal advisors and consultants. For three-month period ended on September 30, 2019, the referred impacts amounted R$16,833 (R$8,370 on three months ended September 30, 2018).
In addition to the impacts already recorded, there are 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 and subsequently released, as well as other three were identified for questioning.
In April 2017, the Brazilian Federal Police and the Brazilian federal prosecutors filedcharges 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.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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.
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 a former employee 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 itsinvestigation in connection to the Trapaça Operation. The police inquiry indicted 43 people, including former key executives of the Company.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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.
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 purported class action was filed against the Company and some of its current and former directors before the United States Federal District Court in the city of New York, in the name of purchasers of ADRs between April 04, 2013 and March 02, 2018. The suit alleged violations of the federal securities laws of the United States related to allegations concerning, among other things, Operation Trapaça and Operation Carne Fraca. On July 2, 2018, that Court named as lead plaintiff in the case the City of Birmingham Retirement and Relief System. On May 10, 2019, a third amendment to the complaint was filed. On June 24, 2019, the served defendants, including the Company, filed a motion to dismiss. On October 25, 2019, the Court granted lead plaintiff leave to file a Fourth Amended Complaint by November 8, 2019. The Court also scheduled defendants’ motion to dismiss to be filed by December 13, 2019, with any opposition due January 10, 2020, and any reply due January 31, 2020. An unfavorable outcome in this case could have a material impact for the Company. However, as the case is in aninitial phase, it is not possible to estimate eventual losses.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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.
2. MANAGEMENT’S STATEMENT, BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS
The parent company’s and consolidated interim financial statements are prepared and presented in accordance with the CPC 21 (R1)Demonstração Intermediária and with the IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well with the standards issued by the Brazilian Securities Exchange Commission (“CVM”).
The parent company’s and consolidated interim 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 parent company’s and consolidated financial statements require 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’s 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;
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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’s and consolidated financial statements were prepared under the going concern assumption.
Only the relevant information applicable to the interim financial statements are being evidenced and correspond to those used by administration in its management.
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 the adoption of CPC 06 (R2) / IFRS 16, which regulates Leases, ICPC 22 / IFRIC 23, which regulatesUncertainty over Income Tax Treatments, and adoption of hedge accounting for net investments, 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 modified retrospective approach without restatement of the comparative information. Therefore, all balances 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 classifiedas 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).
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
In the transition process, the Company chose not to use the practical expedient that permits not to reassess if an agreement is or contains a lease. Consequently, the new lease definitions contained in the IFRS 16 were applied to all agreements in force at the transaction date.An agreement is or contains a lease if the agreement transfers the right to control the use of an identified asset for a certain period in exchange for consideration, for which it is necessary to evaluate if:
· the agreement involves the use of an identified asset, which can be explicit or implicit, and can be physically distinct or represents 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 the asset during the agreement period; and
· the Company has the right to direct the use of the asset. The Company has the right to decide changing how and for which 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 it will be used.
At the commencement date, the Company recognizes a right-of-use asset and a lease liability, that represents the obligation to make payments related to the lease’s underlying asset.
The right-of-use asset is initially measured at cost, which comprises the amount of the initial lease liability, any payments made at or before the commencement date, any initial direct costs incurred and an estimate of the costs for dismantling, removing or restoring the asset, or restoring the site on which it is located, less any incentive received.
The right-of-use asset is subsequently depreciated using the linear method from the commencement date until the end of the right-of-use’s useful life or the lease’s expiration. The renewal and early termination options of the agreements are individually analyzed considering the type of asset as well as its relevance to the Company’ productive process. The estimated useful life of right-of-use asset is determined in the same basis of the Company’s own assets. Additionally, the right-of-use asset is periodically tested for impairment in accordance with CPC 01/IAS 36 and adjusted for remeasurement of the lease liability.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The lease liability is initially measured at the present value of the future lease payments using the incremental borrowing rate.
The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured when there are changes (i) in the future payments as a result of a change in an index or rate (ii) in the estimate of the amount expected to be payable under the residual value guarantee or (iii) in the assessment of the exercise of a purchase, extension or termination option.
When the lease liability is remeasured, the carrying amount of the corresponding right-of-use asset is adjusted. If the carrying amount of the right-of-use asset has already been reduced to zero, then the remaining adjustment is recognized in profit or loss.
As a result of the IFRS 16 adoption, on January 01, 2019 a right-of-use asset and lease liability in the amount of R$2,116,755 was recognized in the parent company R$2,357,151 in the consolidated. Such agreements were disclosed previously as operating leases, according to the financial statements for the year ended December 31, 2018 (note 23.1).
The Company has used the following practical expedients for the transition to the new accounting requirements for leases:
· not recognizing low-value and short-term right-of-use assets and lease liabilities without purchase option. The payments associated with these agreements are recognized in profit or loss on a linear basis during the agreement period.
· use of a single discount rate to each portfolio of leases with reasonably similar characteristics. The weighted average incremental borrowing rate, measured at January 01, 2019 applicable to each portfolio of leases was of 7.92% to the parent company and to the consolidated.
Additionally, agreements with indefinite terms were considered ineligible due to the impossibility to determine the enforceable period.
3.2 Financial Instruments - Hedge Accounting
In addition to the hedge accounting practices disclosed in note 3.7 of the Financial Statements for the year ended December 31, 2018, from August 1st, 2019, the Company chose to adopt hedge accounting for net investments.
The Company has designated as hedge instrument a debt denominated in foreign currency and as hedged item, foreign investments in currencies with the same risk (note 4.4.b.iii). The effective result of the exchange variation of the designated debt is now recorded in Other Comprehensive Income, along with the cumulative translation adjustment of the investments. Upon disposal of the hedged item, the accumulatedamount is reclassified to the statement of income.
53
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
3.3 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 of 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.
3.4 Exchange rates
The exchange rates in Brazilian Reais that are effective at the base date are as follows:
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Exchange rate at the balance sheet date | Average rates | ||||||||
09.30.19 | 12.31.18 | 09.30.19 | 09.30.18 | ||||||
Thailand Bath (THB) | 0.1361 | 0.1198 | 0.1243 | 0.1120 | |||||
Kwait Dinar (KWD) | 13.7032 | 12.7755 | 12.8042 | 11.9561 | |||||
United Arab Emirates Dirham (AED) | 1.1338 | 1.0550 | 1.0585 | 0.9809 | |||||
Singapore Dollar (SGD) | 3.0116 | 2.8464 | 2.8491 | 2.6854 | |||||
U.S. Dollar (USD) | 4.1644 | 3.8748 | 3.8877 | 3.6026 | |||||
Vietnamese Dong (VND) | 0.0002 | 0.0002 | 0.0002 | 0.0002 | |||||
Hong Kong dollar (HKD) | 0.5312 | 0.4948 | 0.4960 | 0.4595 | |||||
Euro (EUR) | 4.5425 | 4.4390 | 4.3675 | 4.2961 | |||||
Forint Hungary (HUF) | 0.0136 | 0.0138 | 0.0135 | 0.0135 | |||||
Yen (JPY) | 0.0385 | 0.0353 | 0.0357 | 0.0328 | |||||
Romanian leu (RON) | 0.9576 | 0.9527 | 0.9222 | 0.9240 | |||||
Pound Sterling (GBP) | 5.1251 | 4.9617 | 4.9483 | 4.8601 | |||||
Turkish Lira (TRY) | 0.7375 | 0.7331 | 0.6898 | 0.7944 | |||||
Argentinian Peso (ARS) | 0.0723 | 0.1029 | 0.0885 | 0.1484 | |||||
Chilean Peso (CLP) | 0.0057 | 0.0056 | 0.0057 | 0.0057 | |||||
Uruguayan Peso (UYU) | 0.1130 | 0.1199 | 0.1128 | 0.1196 | |||||
South African Rand (ZAR) | 0.2748 | 0.2699 | 0.2707 | 0.2794 | |||||
Renminbi Yuan China (CNY) | 0.5826 | 0.5636 | 0.5664 | 0.5525 | |||||
Saudi Riyal (SAR) | 1.1102 | 1.0330 | 1.0366 | 0.9606 | |||||
Qatar Riyal (QAR) | 1.1441 | 1.0643 | 1.0658 | 0.9896 | |||||
Omani Riyal (OMR) | 10.8222 | 10.0696 | 10.1036 | 9.3601 | |||||
Ringgit Malaysia (MYR) | 0.9951 | 0.9382 | 0.9404 | 0.9025 | |||||
Russian Rouble (RUB) | 0.0642 | 0.0556 | 0.0598 | 0.0585 | |||||
Won South Korea (KRW) | 0.0035 | 0.0035 | 0.0033 | 0.0033 |
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 (“Risk Policy”) and strategic documents and internal guidelines subject to such policy.
The Risk Policy is under the management of the Board of Executive Officers through the Financial Risk Management Committee and the Market Risk Management department, as disclosed in the financial statements for the year ended December 31, 2018.
4.2. Credit risk management
The Company is exposed to credit risk related to the financial assets held: trade and non-trade accounts receivable, marketable securities, derivative instruments and cash and equivalents. The expected losses on each of these assets are shown in the respective notes and the origin and tactics for the reduction of the risk are disclosed in the annual financial statements for the year ended December 31, 2018.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
On September 30, 2019, the Company held financial investments over R$100,000 at the following financial institutions:Banco Bradesco, Banco BIC, Banco BTG Pactual, Banco do Brasil, Banco Itaú, Banco Safra, Banco Santander, Caixa Econômica Federal, Citibank, HSBC and J.P. Morgan Chase Bank.
The Company also held derivative contracts with the following financial institutions:Banco Bradesco, Banco Itaú, Banco Votorantim,Bank of America Merrill Lynch,Citibank, Deutsche Bank, ING Bank, Morgan Stanley, Rabobank and T. Garanti Bankasi A.Ş.
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 volatility scenarios of results as well as simulations of sectorial and systemic crisis. It is grounded on allowing resilience in scenarios of capital restriction.
As guideline, the gross debt must be concentrated in the long term. On September 30, 2019, the long term consolidated gross debt represented 83.1% (78.7% as of December 31, 2018) of the total gross indebtedness, which has an average term higher than four years.
The Company monitors the gross debt and net debt as set forth below:
Consolidated | |||||||
09.30.19 | 12.31.18 | ||||||
Current | Non-current | Total | Total | ||||
Foreign currency debt | (992,699) | (11,029,601) | (12,022,300) | (11,538,304) | |||
Local currency debt | (2,250,269) | (6,804,555) | (9,054,824) | (10,627,140) | |||
Derivative financial liabilities | (339,834) | - | (339,834) | (235,035) | |||
Gross debt | (3,582,802) | (17,834,156) | (21,416,958) | (22,400,479) | |||
Marketable securities and cash and cash equivalents | 6,620,471 | 318,579 | 6,939,050 | 5,667,222 | |||
Derivative financial assets | 103,891 | 197 | 104,088 | 182,339 | |||
Restricted cash | 629,479 | - | 629,479 | 861,621 | |||
Net debt | 3,771,039 | (17,515,380) | (13,744,341) | (15,689,297) |
The table below summarizes the significant commitments and contractual obligations that may impact the Company’s liquidity:
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Parent company | |||||||||||||||
09.30.19 | |||||||||||||||
Book | Contractual cash flow | Up to 12 months | October to november 2020 | 2021 | 2022 | 2023 | 2024 onwards | ||||||||
Non derivative financial liabilities | |||||||||||||||
Loans and financing | 9,827,643 | 11,284,792 | 2,809,663 | 1,155,494 | 3,297,635 | 462,347 | 1,314,104 | 2,245,549 | |||||||
BRF bonds | 8,642,351 | 11,172,493 | 353,784 | 93,164 | 379,161 | 2,296,325 | 1,724,225 | 6,325,834 | |||||||
Trade accounts payable | 5,079,488 | 5,121,102 | 5,107,333 | 2,516 | 5,995 | 2,761 | 2,497 | - | |||||||
Supply chain finance | 618,593 | 633,805 | 633,805 | - | - | - | - | - | |||||||
Lease payables | 2,045,153 | 2,609,298 | 470,511 | 96,253 | 390,411 | 352,022 | 337,790 | 962,311 | |||||||
Derivative financial liabilities | |||||||||||||||
Financial instruments designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 82,785 | 76,477 | 77,546 | (959) | (110) | - | - | - | |||||||
Commodities derivatives - Soybean (NDF) | 2,836 | 2,836 | 2,253 | 583 | - | - | - | - | |||||||
Commodities derivatives - Corn (NDF) | 50,314 | 50,314 | 48,923 | 1,321 | 70 | - | - | - | |||||||
Commodities derivatives - Soybean meal (NDF) | 1,980 | 1,980 | 1,980 | - | - | - | - | - | |||||||
Commodities derivatives - Soybean oil (options) | 324 | (296) | (296) | - | - | - | - | - | |||||||
Currency derivatives (options) | 178,573 | (38,241) | (38,241) | - | - | - | - | - | |||||||
Commodities derivatives - Soybean meal (Options) | 1,277 | (1,132) | (1,132) | - | - | - | - | - | |||||||
Financial instruments not designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 12,564 | 20,751 | 20,751 | - | - | - | - | - | |||||||
Currency derivatives (Future) | 2,588 | 2,588 | 2,588 | - | - | - | - | - | |||||||
Swap (index / currency / stocks) | 38,219 | (6,906) | - | - | - | - | - | (6,906) |
Consolidated | |||||||||||||||
09.30.19 | |||||||||||||||
Book | Contractual cash flow | Up to 12 months | October to november 2020 | 2021 | 2022 | 2023 | 2024 onwards | ||||||||
Non derivative financial liabilities | |||||||||||||||
Loans and financing | 10,029,352 | 11,531,106 | 2,913,207 | 1,160,627 | 3,435,272 | 462,347 | 1,314,104 | 2,245,549 | |||||||
BRF bonds | 8,642,351 | 11,172,493 | 353,784 | 93,164 | 379,161 | 2,296,325 | 1,724,225 | 6,325,834 | |||||||
BFF bonds | 362,743 | 371,552 | 371,552 | - | - | - | - | - | |||||||
BRF GmbH bonds | 2,042,678 | 2,716,231 | 90,576 | - | 90,576 | 90,576 | 90,576 | 2,353,927 | |||||||
Trade accounts payable | 5,694,819 | 5,736,450 | 5,722,681 | 2,516 | 5,995 | 2,761 | 2,497 | - | |||||||
Supply chain finance | 618,593 | 633,805 | 633,805 | - | - | - | - | - | |||||||
Lease payables | 2,243,278 | 2,852,892 | 547,408 | 106,486 | 423,844 | 381,115 | 366,357 | 1,027,682 | |||||||
Derivative financial liabilities | |||||||||||||||
Financial instruments designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 83,162 | 76,854 | 77,922 | (959) | (109) | - | - | - | |||||||
Commodities derivatives - Corn (NDF) | 50,314 | 50,314 | 48,923 | 1,321 | 70 | - | - | - | |||||||
Commodities derivatives - Soybean meal (NDF) | 1,980 | 1,980 | 1,980 | - | - | - | - | - | |||||||
Commodities derivatives - Soybean oil (Options) | 324 | (296) | (296) | - | - | - | - | - | |||||||
Commodities derivatives - Soybean (NDF) | 2,836 | 2,836 | 2,253 | 583 | - | - | - | - | |||||||
Currency derivatives (options) | 180,432 | (38,666) | (38,666) | - | - | - | - | - | |||||||
Commodities derivatives - Soybean meal (Options) | 1,277 | (1,132) | (1,132) | - | - | - | - | - | |||||||
Financial instruments not designated as cash flow hedge | |||||||||||||||
Currency derivatives (NDF) | 19,705 | 28,549 | 28,549 | - | - | - | - | - | |||||||
Currency derivatives (Future) | 2,588 | 2,588 | 2,588 | - | - | - | - | - | |||||||
Swap (index / currency / stocks) | 38,219 | (6,906) | - | - | - | - | - | (6,906) |
For the period ended September 30, 2019, the Company does not expect that the cash outflows to fulfill the obligations shown above will be significantly anticipated or substantially changed outside the normal course of business.
4.4. Market risk management
a. Interest rate risk
The interest rate risk may cause economic losses to the Company resulting from volatility in interest rates that affect its assets and liabilities.
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 these rates, the cost of floating-rate debt rises and on the otherhand, the cost of fixed-rate debt decreases in relative terms.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Regarding the marketable securities, the Company holds mainly instruments indexed by the CDI for investments in Brazil and fixed coupon in USD for investments in the foreign market.
The Company's exposure to interest rates can be assessed in notes 7, 15 and 19.
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 three dimensions: statement of financial position exposure, operating income exposure and investments 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.
Assets and liabilities denominated in foreign currency which exchange variations are recognized in the statement of income are as follows, summarized in Brazilian Reais:
Consolidated | ||||
09.30.19 | 12.31.18 | |||
Cash and cash equivalents | 359,408 | 127,266 | ||
Trade accounts receivable | 7,655 | 65,820 | ||
Trade accounts payable | (2,612,626) | (861,341) | ||
Loans and financing | (8,433,237) | (7,347,953) | ||
Derivative financial instruments (hedge) | 2,806,558 | 5,209,168 | ||
Investments, net | 7,716,938 | 2,571,870 | ||
Other assets and liabilities, net | (29,255) | 376 | ||
Exposure in result | (184,559) | (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:
58
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
|
| 09.30.19 |
|
| 12.31.18 | |||
Net P&L Exposure | Foreign currency in thousands | Equivalent in thousands of R$ | Foreign currency in thousands | Equivalent in thousands of R$ | ||||
Argentinian Peso (ARS) | (190,376) | (13,772) | 1,812,808 | 186,538 | ||||
Euros (EUR) | 30,109 | 136,769 | (87,725) | (389,412) | ||||
Pound Sterling (GBP) | (658) | (3,372) | (14,373) | (71,314) | ||||
Yen (JPY) | (553,104) | (21,306) | 114,574 | 4,041 | ||||
Rubles (RUB) | 73,287 | 4,707 | 1,649,338 | 91,720 | ||||
Turkish Liras (TRY) | (516,162) | (380,669) | (475,568) | (348,639) | ||||
U.S. Dollars (USD) | 22,352 | 93,084 | 75,429 | 292,272 | ||||
Total | (184,559) | (234,794) |
The derivative financial instruments hired to hedge the foreign currency statement of financial position exposure on September 30, 2019 are not designated as hedge accounting and are set forth below:
09.30.19 | |||||||||||||
Derivative instruments not designated | Asset | Liability | Maturity | Notional | Average Rate | Fair value (R$) | |||||||
Parent company | |||||||||||||
Non-deliverable forward | EUR | BRL | 4th Qtr. 2019 | 245,000 | EUR | 4.5848 | (3,512) | ||||||
Non-deliverable forward | USD | BRL | 4th Qtr. 2019 | 385,000 | USD | 4.1917 | (8,722) | ||||||
Non-deliverable forward | BRL | USD | 2nd Qtr. 2020 | 5,000 | USD | 4.2380 | 205 | ||||||
Futures - B3 | USD | BRL | 4th Qtr. 2019 | 352,500 | USD | 4.1584 | (2,588) | ||||||
Currency swap | USD + 4.67% p.a. | 109.00% CDI | 4th Qtr. 2019 | 55,000 | USD | - | 17,988 | ||||||
Currency swap | 100.00% CDI + 1,43% | USD + 4.24% p.a. | 3rd Qtr. 2028 | 1,601,096 | BRL | - | (38,220) | ||||||
(34,849) | |||||||||||||
Subsidiaries | |||||||||||||
Non-deliverable forward | EUR | JPY | 4th Qtr. 2019 | 12,695 | EUR | 118.1596 | (118) | ||||||
Non-deliverable forward | EUR | USD | 4th Qtr. 2019 | 50,000 | EUR | 1.1056 | (1,724) | ||||||
Non-deliverable forward | EUR | RUB | 4th Qtr. 2019 | 19,904 | EUR | 75.3612 | (5,298) | ||||||
Non-deliverable forward | USD | JPY | 4th Qtr. 2019 | 16,664 | USD | 106.8500 | 452 | ||||||
Collar | TRY | USD | 4th Qtr. 2019 | 50,000 | USD | 5.9775 | (845) | ||||||
Total Consolidated | (42,382) |
ii. Operating income exposure
The Risk Policy regarding operating income exposure has the objective to hedge revenues and costs denominated in foreign currencies. The Company is supported by internal models to measure and monitor these risks, and uses financial instruments for hedging, designating the relations as cash flow hedges.
The derivative and non-derivative financial instruments designated as cash flow hedges for FX operating exposure on September 30, 2019 are set forth below:
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
09.30.19 | |||||||||||||||
Cash flow hedge - Derivative instruments | Hedged object | Asset | Liability | Maturity | Notional | Average Rate | Fair value (R$) | ||||||||
Parent company and consolidated | |||||||||||||||
Non-deliverable forward | USD Exports | BRL | USD | 4th Qtr. 2019 | 276,000 | USD | 4.0364 | (34,735) | |||||||
Non-deliverable forward | USD Exports | BRL | USD | 1st Qtr. 2020 | 40,000 | USD | 3.9965 | (7,211) | |||||||
Non-deliverable forward | USD Exports | BRL | USD | 2nd Qtr. 2020 | 30,000 | USD | 4.0590 | (4,300) | |||||||
Non-deliverable forward | USD Exports | BRL | USD | 3rd Qtr. 2020 | 20,000 | USD | 4.1322 | (1,873) | |||||||
Collar | USD Exports | BRL | USD | 4th Qtr. 2019 | 340,000 | USD | 3.9542 | (55,344) | |||||||
Collar | USD Exports | BRL | USD | 1st Qtr. 2020 | 250,000 | USD | 4.0313 | (35,007) | |||||||
Collar | USD Exports | BRL | USD | 2nd Qtr. 2020 | 225,000 | USD | 4.0396 | (29,599) | |||||||
Collar | USD Exports | BRL | USD | 3rd Qtr. 2020 | 150,000 | USD | 4.2002 | (6,003) | |||||||
(174,072) | |||||||||||||||
09.30.19 | |||||||||||||||
Cash flow hedge - Non-derivative instruments | Hedged object | Asset | Liability | Maturity | Notional | Average Rate | Fair value (R$) (1) | ||||||||
Parent company and consolidated | |||||||||||||||
Bond BRF SA BRFSBZ5 | USD Exports | - | USD | 06.2022 | 109,312 | USD | 2.0213 | (292,692) | |||||||
Bond BRF SA BRFSBZ3 | USD Exports | - | USD | 05.2023 | 150,000 | USD | 2.0387 | (318,855) | |||||||
(611,547) |
(1) Corresponds to the effective portion of the hedge result accumulated in Other Comprehensive Income.
09.30.19 | |||||||||||||||
Net investment hedge - | Protection (Investment) | Asset | Liability | Maturity | Notional | Rate | Fair value (R$) (1) | ||||||||
Parent company and consolidated | |||||||||||||||
BRF SA BRFSBZ4 | Federal Foods LLC | - | USD | 09.2026 | 77,018 | USD | 3.7649 | (30,754) | |||||||
BRF SA BRFSBZ4 | BRF Al Yasra Food | - | USD | 09.2026 | 107,918 | USD | 3.7649 | (42,077) | |||||||
BRF SA BRFSBZ4 | Al Khan Foodstuff LLC | - | USD | 09.2026 | 65,064 | USD | 3.7649 | (25,924) | |||||||
(98,755) |
iii. Investments exposure
The Company owns investments abroad in functional currencies different than the Brazilian Reais, which generates currency exposure that affects directly the Consolidated and Parent Company’s Shareholders' Equity, in Other Comprehensive Income.
On August 1st, 2019 the Company started to use net investment hedge accounting to reduce this exposure. The non-derivative financial instruments designated as instruments for net investment hedge on September 30, 2019 are set forth below:
09.30.19 | |||||||||||||||
Net investment hedge - | Protection (Investment) | Asset | Liability | Maturity | Notional | Rate | Fair value (R$) (1) | ||||||||
Parent company and consolidated | |||||||||||||||
BRF SA BRFSBZ4 | Federal Foods LLC | - | USD | 09.2026 | 77,018 | USD | 3.7649 | (30,754) | |||||||
BRF SA BRFSBZ4 | BRF Al Yasra Food | - | USD | 09.2026 | 107,918 | USD | 3.7649 | (42,077) | |||||||
BRF SA BRFSBZ4 | Al Khan Foodstuff LLC | - | USD | 09.2026 | 65,064 | USD | 3.7649 | (25,924) | |||||||
(98,755) |
(1) Corresponds to the effective portion of the hedge result accumulated in Other Comprehensive Income.
c. Commodities price risk
In the ordinary course of business, the Company purchases commodities, mainly corn, soybean, soybean meal and soybean oil, individual components of the production costs.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The financial instruments designated as cash flow hedges and fair value hedges for the commodities price exposure on September 30, 2019 are set forth below:
09.30.19 | |||||||||||||
Cash flow hedge - Derivative instruments | Hedged object | Index | Maturity | Quantity | Average rate (USD/Ton) | Fair value (R$) | |||||||
Parent company and consolidated | |||||||||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 4th Qtr. 2019 | 29,964 | ton | 122.33 | (1,173) | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 1st Qtr. 2020 | 37,929 | ton | 120.87 | (143) | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 2nd Qtr. 2020 | 92,905 | ton | 121.68 | 1,473 | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 3rd Qtr. 2020 | 24,993 | ton | 122.86 | 529 | ||||||
Collar - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 2nd Qtr. 2020 | 29,937 | ton | 125.42 | (256) | ||||||
Non-deliverable forward - buy | Corn purchase - floating price | Corn - CBOT | 1st Qtr. 2020 | 249,821 | ton | 178.06 | (21,621) | ||||||
Non-deliverable forward - buy | Corn purchase - floating price | Corn - CBOT | 2nd Qtr. 2020 | 119,894 | ton | 183.32 | (11,765) | ||||||
Call - buy | Soybean oil purchase - floating price | Soybean oil - CBOT | 4th Qtr. 2019 | 1,497 | ton | 645.59 | 12 | ||||||
Call - buy | Soybean oil purchase - floating price | Soybean oil - CBOT | 2nd Qtr. 2020 | 3,990 | ton | 651.07 | 109 | ||||||
(32,835) |
09.30.19 | |||||||||||||||
Cash flow hedge - | Protection object | Assets | Liabilities | Maturity | Notional | Average rate | Fair value (R$) | ||||||||
Controlled | |||||||||||||||
Non-deliverable forward | Cost in USD | TRY | USD |
| 4th Qtr. 2019 | 5,835 | USD | 5.8184 | (377) | ||||||
(377) |
09.30.19 | |||||||||||||
Fair value hedge - Derivative instruments | Hedged object | Index | Maturity | Quantity | Average rate (USD/Ton) | Fair value (R$) | |||||||
Parent company and consolidated | |||||||||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 4th Qtr. 2019 | 50,716 | ton | 332.55 | (136) | ||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 1st Qtr. 2020 | 2,000 | ton | 345.91 | 35 | ||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 3rd Qtr. 2020 | 16,493 | ton | 335.65 | (921) | ||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 4th Qtr. 2020 | 11,499 | ton | 338.45 | (583) | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 4th Qtr. 2019 | 488,325 | ton | 152.98 | 480 | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 1st Qtr. 2020 | 236,294 | ton | 163.32 | 5,946 | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 2nd Qtr. 2020 | 449,906 | ton | 161.17 | 1,154 | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 3rd Qtr. 2020 | 138,906 | ton | 156.94 | (1,332) | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 4th Qtr. 2020 | 108,425 | ton | 158.08 | (1,193) | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 1st Qtr. 2021 | 6,515 | ton | 161.78 | (70) | ||||||
3,380 |
09.30.19 | |||||||||||||||
Fair value hedge - | Protection object | Assets | Liabilities | Maturity | Notional | Average rate | Fair value (R$) | ||||||||
Parent company and consolidated | |||||||||||||||
Non-deliverable forward | Cost in USD | BRL | USD | 4th Qtr. 2019 | 89,801 | USD | 3.9761 | (16,625) | |||||||
Non-deliverable forward | Cost in USD | BRL | USD | 1st Qtr. 2020 | 39,283 | USD | 4.0167 | (6,397) | |||||||
Non-deliverable forward | Cost in USD | BRL | USD | 2nd Qtr. 2020 | 72,495 | USD | 4.1227 | (6,213) | |||||||
Non-deliverable forward | Cost in USD | BRL | USD | 3rd Qtr. 2020 | 27,342 | USD | 4.2148 | (488) | |||||||
Non-deliverable forward | Cost in USD | BRL | USD | 4th Qtr. 2020 | 21,031 | USD | 4.2244 | (722) | |||||||
Non-deliverable forward | Cost in USD | BRL | USD | 1st Qtr. 2021 | 1,054 | USD | 4.2682 | (18) | |||||||
(30,463) |
d. Stock price risk
On August 16, 2017, the Company sold shares held in treasury and entered into a Total Return Swap instrument 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 indexedto CDI. On September 30, 2019, the only stock price risks existing in the Company are related to the investments in shares of Cofco, as demonstrated in note 7.
61
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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 hedge, fair value hedge and net investment hedge in accordance with the Risk Policy determinations. The hedge index, which represents the proportion of the object hedged by the instrument, is determined for each relation according to the dynamic of the risks of the object and of the instrument.
The Company formally designates its hedge accounting relations in compliance with CPC 48 / IFRS 09 and the Risk Policy, as disclosed in the annual financial statements for the year ended December 31, 2018.
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. For net investment hedging instruments, the gains and losses are recorded in other comprehensive income until it’s disposal.
Parent company | ||||||||||||
09.30.19 | ||||||||||||
Cash flow hedge | Fair value hedge | Net investment hedge | ||||||||||
Foreign exchange | Commodities | Commodities | Foreign exchange | |||||||||
Derivatives | Non-derivatives | Derivatives | Derivatives | Non-derivatives | Total | |||||||
Fair value on 12.31.18 - Restated | 28,723 | (662,732) | (9,144) | 17,920 | - | (625,233) | ||||||
Settlement | (28,179) | 123,962 | 36,753 | (4,177) | - | 128,359 | ||||||
Inventories | - | - | (1,692) | (78,076) | - | (79,768) | ||||||
Other comprehensive income | (204,797) | (11,342) | (28,963) | - | (98,755) | (343,857) | ||||||
Operating result - income | 37,206 | - | - | - | - | 37,206 | ||||||
Operating result - cost | - | - | (29,789) | 37,250 | - | 7,461 | ||||||
Financial result | (7,025) | (61,435) | - | - | - | (68,460) | ||||||
|
|
|
|
|
| |||||||
Fair value on09.30.19 | (174,072) | (611,547) | (32,835) | (27,083) | (98,755) | (944,292) |
62
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | ||||||||||||||
09.30.19 | ||||||||||||||
Cash flow hedge | Fair value hedge | Net investment hedge | ||||||||||||
Interest | Foreign exchange | Commodities | Commodities | Foreign exchange | ||||||||||
Derivatives | Derivatives | Non-derivatives | Derivatives | Derivatives | Non-derivatives | Total | ||||||||
Fair value on 12.31.18 - Restated | (82) | 21,483 | (662,732) | (9,144) | 17,920 | - | (632,555) | |||||||
Settlement | 34 | (23,490) | 123,962 | 36,943 | (4,177) | - | 133,272 | |||||||
Inventories | - | - | - | (1,692) | (78,076) | - | (79,768) | |||||||
Other comprehensive income | 3 | (197,557) | (11,342) | (29,340) | - | (98,755) | (336,991) | |||||||
Operating result - income | - | 37,206 | - | - | - | - | 37,206 | |||||||
Operating result - cost | - | - | - | (29,979) | 37,250 | - | 7,271 | |||||||
Financial result | 45 | (11,714) | (61,435) | - | - | - | (73,104) | |||||||
|
|
|
|
|
|
| ||||||||
Fair value on 09.30.19 | - | (174,072) | (611,547) | (33,212) | (27,083) | (98,755) | (944,669) |
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 September 30, 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
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
4.1644 | 3.7480 | 3.1233 | 5.2055 | 6.2466 | ||||||||
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$ | (68,839) | 188,107 | 573,526 | (711,204) | (1,353,569) | ||||||
Options - currencies | Devaluation of R$ | (84,632) | 192,477 | 794,286 | (1,049,171) | (2,053,832) | ||||||
Bonds | Devaluation of R$ | (553,122) | (445,134) | (283,152) | (823,091) | (1,093,061) | ||||||
Exports (object) | Appreciation of R$ | 683,602 | 146,088 | (846,328) | 2,299,153 | 3,954,827 | ||||||
Cost (object) | Appreciation of R$ | 22,991 | (81,538) | (238,332) | 284,313 | 545,635 | ||||||
Not designated as hedge accouting | ||||||||||||
NDF - Purchase | Appreciation of R$ | (10,494) | (170,824) | (411,318) | 390,329 | 791,153 | ||||||
NDF - Sale | Devaluation of R$ | (368) | (2,450) | (5,574) | 4,838 | 10,043 | ||||||
Future purchase - B3 | Appreciation of R$ | 2,117 | (144,678) | (364,871) | 369,105 | 736,092 | ||||||
Net effect | (8,745) | (317,952) | (781,763) | 764,272 | 1,537,288 | |||||||
4.5425 | 4.0883 | 3.4069 | 5.6781 | 6.8138 | ||||||||
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 | ||||||
Not designated as hedge accouting | ||||||||||||
NDF - Purchase EUR x USD | Appreciation of EUR | (3,078) | (25,790) | (59,859) | 53,704 | 110,486 | ||||||
NDF - Purchase EUR x RUB | Appreciation of EUR | (5,903) | (14,947) | (28,513) | 16,707 | 39,318 | ||||||
NDF - Purchase | Appreciation of R$ | (10,358) | (121,649) | (288,586) | 267,870 | 546,098 | ||||||
Net effect | (19,339) | (162,386) | (376,958) | 338,281 | 695,902 | |||||||
157.42 | 141.68 | 118.06 | 196.77 | 236.13 | ||||||||
Price parity CBOT - Corn - USD/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 | 3,968 | 97,606 | 238,062 | (230,125) | (464,219) | ||||||
Non-deliverable forward - Corn purchase | Decrease in the price of corn | (34,403) | (58,640) | (94,995) | 26,188 | 86,780 | ||||||
Cost (object) | Increase in the price of corn | 30,435 | (38,966) | (143,067) | 203,937 | 377,439 | ||||||
Net effect | - | - | - | - | - | |||||||
122.09 | 109.88 | 91.57 | 152.62 | 183.14 | ||||||||
Price parity CBOT - Soybean meal - USD/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 | 245 | (9,202) | (23,371) | 23,861 | 47,478 | ||||||
Soybean meal options | Decrease in the price of soybean meal | - | (2,862) | (9,306) | 7,661 | 18,401 | ||||||
Cost (object) | Increase in the price of soybean meal | (245) | 12,064 | 32,677 | (31,522) | (65,879) | ||||||
Net effect | - | - | - | - | - | |||||||
339.13 | 305.22 | 254.35 | 423.91 | 508.70 | ||||||||
Price parity CBOT - Soybean - USD/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 | (1,605) | 9,793 | 26,891 | (30,100) | (58,595) | ||||||
Cost (object) | Increase in the price of soybean | 1,605 | (9,793) | (26,891) | 30,100 | 58,595 | ||||||
Net effect | - | - | - | - | - | |||||||
652.99 | 587.69 | 489.74 | 816.23 | 979.48 | ||||||||
Price parity CBOT - Soybean oil - USD/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 | ||||||||||||
Soybean oil options | Decrease in the price of soybean oil | - | (841) | (3,079) | 3,235 | 6,965 | ||||||
Cost (object) | Increase in the price of soybean oil | - | 841 | 3,079 | (3,235) | (6,965) | ||||||
Net effect | - | - | - | - | - |
64
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
4.7. Financial instruments by category
Parent company | |||||||
09.30.19 | |||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||
Assets | |||||||
Cash and bank | 193,105 | - | - | 193,105 | |||
Cash equivalents | - | - | 3,284,755 | 3,284,755 | |||
Marketable securities | - | - | 407,087 | 407,087 | |||
Restricted cash | 285,861 | - | 343,618 | 629,479 | |||
Trade accounts receivable | 3,607,562 | - | 189,668 | 3,797,230 | |||
Other credits | 133,945 | - | - | 133,945 | |||
Derivatives not designated | - | - | 18,522 | 18,522 | |||
Derivatives designated as hedge accounting (1) | - | - | 84,099 | 84,099 | |||
Liabilities | |||||||
Trade accounts payable | (5,079,488) | - | - | (5,079,488) | |||
Supply chain finance | (618,593) | - | - | (618,593) | |||
Loans and financing (2) | (18,469,994) | - | - | (18,469,994) | |||
Derivatives not designated | - | - | (53,371) | (53,371) | |||
Derivatives designated as hedge accounting (1) | - | - | (318,089) | (318,089) | |||
(19,947,602) | - | 3,956,289 | (15,991,313) |
(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.
(2) All loans and financing are measured at amortized cost. Those designated as hedge accounting have their gains and losses also affecting shareholders’ equity.
65
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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 - Restated | (4,792,555) | - | - | (4,792,555) | |||
Supply chain finance | (875,300) | - | - | (875,300) | |||
Loans and financing (2) | (19,043,446) | - | - | (19,043,446) | |||
Derivatives not designated | - | - | (120,887) | (120,887) | |||
Derivatives designated as hedge accounting (1) | - | - | (103,444) | (103,444) | |||
(18,391,946) | 83,782 | 4,187,103 | (14,121,061) |
(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.
(2) All loans and financing are measured at amortized cost. Those designated as hedge accounting have their gains and losses also affecting shareholders’ equity.
Consolidated | |||||||||
09.30.19 | |||||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||||
Equity instruments | Debt instruments | ||||||||
Assets | |||||||||
Cash and bank | 1,935,170 | - | - | - | 1,935,170 | ||||
Cash equivalents | - | - | - | 4,271,078 | 4,271,078 | ||||
Marketable securities | 274,422 | 29,268 | 19,670 | 409,442 | 732,802 | ||||
Restricted cash | 285,861 | - | - | 343,618 | 629,479 | ||||
Trade accounts receivable | 1,931,609 | - | - | 189,668 | 2,121,277 | ||||
Other credits | 138,032 | - | - | - | 138,032 | ||||
Derivatives not designated | - | - | - | 18,975 | 18,975 | ||||
Derivatives designated as hedge accounting (1) | - | - | - | 85,113 | 85,113 | ||||
Liabilities | |||||||||
Trade accounts payable | (5,694,819) | - | - | - | (5,694,819) | ||||
Supply chain finance | (618,593) | - | - | - | (618,593) | ||||
Loans and financing (2) | (21,077,124) | - | - | - | (21,077,124) | ||||
Derivatives not designated | - | - | - | (60,512) | (60,512) | ||||
Derivatives designated as hedge accounting (1) | - | - | - | (320,325) | (320,325) | ||||
(22,825,442) | 29,268 | 19,670 | 4,937,057 | (17,839,447) |
(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.
(2) All loans and financing are measured at amortized cost. Those designated as hedge accounting have their gains and losses also affecting shareholders’ equity.
66
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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 - Restated | (5,500,008) | - | - | - | (5,500,008) | ||||
Supply chain finance | (875,300) | - | - | - | (875,300) | ||||
Loans and financing (2) | (22,165,444) | - | - | - | (22,165,444) | ||||
Derivatives not designated | - | - | - | (124,261) | (124,261) | ||||
Derivatives designated as hedge accounting (1) | - | - | - | (110,774) | (110,774) | ||||
(24,011,159) | 139,469 | 16,398 | 4,607,650 | (19,247,642) |
(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.
(2) All loans and financing are measured at amortized cost. Those designated as hedge accounting have their gains and losses also affecting shareholders’ equity.
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
67
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
· Level 3 – Instruments whose significant inputs are non-observable. The Company does not have financial instruments in this classification.
The table below presents the overall classification of financial instruments measured at fair value by measurement hierarchy. For the period ended on September 30, 2019, there were no changes between the 3 levels of hierarchy.
Parent company | |||||||||||
09.30.19 | 12.31.18 | ||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||
Financial Assets | |||||||||||
Fair value through other comprehensive income | |||||||||||
Stocks | - | - | - | 83,782 | - | 83,782 | |||||
Fair value through profit and loss | |||||||||||
Savings account and overnight | 85,505 | - | 85,505 | 21,126 | - | 21,126 | |||||
Term deposits | 260,784 | - | 260,784 | - | - | - | |||||
Bank deposit certificates | - | 2,933,099 | 2,933,099 | - | 3,695,621 | 3,695,621 | |||||
Financial treasury bills | 392,198 | - | 392,198 | 295,699 | - | 295,699 | |||||
Investment funds | 20,256 | - | 20,256 | 3,721 | - | 3,721 | |||||
Derivatives | - | 102,621 | 102,621 | - | 177,344 | 177,344 | |||||
Financial Liabilities | |||||||||||
Fair value through profit and loss | |||||||||||
Derivatives | - | (371,460) | (371,460) | - | (224,331) | (224,331) | |||||
758,743 | 2,664,260 | 3,423,003 | 404,328 | 3,648,634 | 4,052,962 |
Consolidated | |||||||||||
09.30.19 | 12.31.18 | ||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||
Financial Assets | |||||||||||
Fair value through other comprehensive income | |||||||||||
Credit linked notes | 19,670 | - | 19,670 | 16,398 | - | 16,398 | |||||
Stocks | 29,268 | - | 29,268 | 139,469 | - | 139,469 | |||||
Fair value through profit and loss | |||||||||||
Savings account and overnight | 1,017,423 | - | 1,017,423 | 401,145 | - | 401,145 | |||||
Term deposits | 300,164 | - | 300,164 | 21,150 | - | 21,150 | |||||
Bank deposit certificates | - | 2,948,124 | 2,948,124 | - | 3,720,708 | 3,720,708 | |||||
Financial treasury bills | 392,198 | - | 392,198 | 295,699 | - | 295,699 | |||||
Investment funds | 22,611 | - | 22,611 | 3,721 | - | 3,721 | |||||
Derivatives | - | 104,088 | 104,088 | - | 182,339 | 182,339 | |||||
Financial Liabilities | |||||||||||
Fair value through profit and loss | |||||||||||
Derivatives | - | (380,837) | (380,837) | - | (235,035) | (235,035) | |||||
1,781,334 | 2,671,375 | 4,452,709 | 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.
68
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Parent company and Consolidated | |||||||||
|
| 09.30.19 | 12.31.18 | ||||||
Maturity | Book | Fair | Book | Fair | |||||
BRF bonds | |||||||||
BRF SA BRFSBZ5 | 2022 | (457,437) | (482,561) | (451,542) | (456,190) | ||||
BRF SA BRFSBZ4 | 2024 | (2,189,025) | (2,274,417) | (2,898,940) | (2,695,884) | ||||
BRF SA BRFSBZ3 | 2023 | (1,430,747) | (1,467,081) | (1,888,811) | (1,754,586) | ||||
BRF SA BRFSBZ2 | 2022 | (1,485,109) | (1,554,264) | (2,248,510) | (2,189,975) | ||||
BRF SA BRFSBZ4 7/8 | 2030 | (3,080,033) | (3,095,698) | - | - | ||||
Parent company | (8,642,351) | (8,874,021) | (7,487,803) | (7,096,635) | |||||
BFF bonds | |||||||||
Sadia Overseas BRFSBZ7 | 2020 | (362,743) | (367,793) | (342,958) | (349,241) | ||||
Bonds BRF Gmbh | |||||||||
BRF SA BRFSBZ4 | 2026 | (2,042,678) | (2,071,791) | (1,915,685) | (1,702,211) | ||||
Consolidated | (11,047,772) | (11,313,605) | (9,746,446) | (9,148,087) |
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 Argentina, Europe and Thailand Operations and changes in the management, the Company has modified its operating segments in relation to December 31, 2018 primarily observing 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, their 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 are divided into:
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
· Ingredients: commercialization and development of animal nutrition ingredients, human nutrition, plant nutrition (fertilizers) and health care (health and wellness).
· Other sales: commercialization of agricultural products.
The net sales for each reportable operating segment is set forth below:
Consolidated | ||||||||
Net sales | July to September 2019 | January to September 2019 | Restated | Restated | ||||
Brazil | ||||||||
In-natura | 1,156,829 | 3,396,648 | 1,000,530 | 2,902,555 | ||||
Poultry | 923,829 | 2,718,133 | 796,095 | 2,307,369 | ||||
Pork and other | 233,000 | 678,515 | 204,435 | 595,186 | ||||
Processed | 3,221,570 | 8,996,664 | 3,117,690 | 8,638,898 | ||||
Other sales | 3,774 | 11,024 | 4,977 | 14,619 | ||||
4,382,173 | 12,404,336 | 4,123,197 | 11,556,072 | |||||
International | ||||||||
In-natura | 3,261,118 | 9,270,793 | 2,858,703 | 8,160,231 | ||||
Poultry | 2,923,084 | 8,372,167 | 2,643,288 | 7,495,216 | ||||
Pork and other | 338,034 | 898,626 | 215,415 | 665,015 | ||||
Processed | 543,316 | 1,592,295 | 485,811 | 1,330,396 | ||||
Other sales | (8,478) | 112,237 | 87,615 | 235,900 | ||||
3,795,956 | 10,975,325 | 3,432,129 | 9,726,527 | |||||
Other segments | ||||||||
Ingredients | 124,409 | 373,861 | 118,645 | 325,399 | ||||
Other sales | 156,948 | 403,223 | 127,925 | 291,271 | ||||
281,357 | 777,084 | 246,570 | 616,670 | |||||
8,459,486 | 24,156,745 | 7,801,896 | 21,899,269 |
The operating income for each segment is set forth below:
Consolidated | ||||||||
July to September 2019 | January to September 2019 | Restated | Restated | |||||
Brazil | 727,302 | 1,284,231 | 140,393 | 240,160 | ||||
International | 429,819 | 980,957 | 45,045 | (14,944) | ||||
Other segments | 28,378 | 68,909 | (8,325) | 47,213 | ||||
Ingredients | 28,733 | 83,856 | 32,661 | 82,054 | ||||
Other sales | (355) | (14,947) | (40,986) | (34,841) | ||||
Sub total | 1,185,499 | 2,334,097 | 177,113 | 272,429 | ||||
Corporate | (119,533) | (179,892) | (195,673) | (759,764) | ||||
1,065,966 | 2,154,205 | (18,560) | (487,335) |
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 nine-month period ended September 30, 2019, the main events were R$59,153 of expenses related toinvestigations involving the Company (R$402,517 in the nine-month period ended September 30, 2018) (note 1.2.2), R$46,683 related to demobilization expenses (R$5,620 in the nine-month period ended September 30, 2018), and R$16,431 related to the operational restructuring plan (R$191,071 in the nine-month period ended September 30, 2018). For the three-month period ended September 30, 2019, the main events were R$35,811 related contingencies for civil and tax risks, R$28.599 related to demobilization expenses and R$16,833 of expenses related to investigations involving the Company (R$102,171 in the three-month period ended September 30, 2018).
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ITR – Quarterly Information – September 30, 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 nine-month period ended September 30, 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 | |||||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||||
Brazil | 1,151,498 | 1,151,498 | 982,478 | 982,478 | 2,133,976 | 2,133,976 | |||||
International | 1,600,182 | 1,543,467 | 354,784 | 353,684 | 1,954,966 | 1,897,151 | |||||
2,751,680 | 2,694,965 | 1,337,262 | 1,336,162 | 4,088,942 | 4,031,127 |
Information related to 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.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
6. CASH AND CASH EQUIVALENTS
Average rate (p.a.) | Parent company | Consolidated | |||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||||
Cash and bank accounts | |||||||||
U.S. Dollar | - | 439 | 8,075 | 1,059,562 | 118,895 | ||||
Brazilian Reais | - | 180,262 | 94,967 | 181,384 | 97,376 | ||||
Euro | - | 12,145 | 2,927 | 123,882 | 52,779 | ||||
Other currencies | - | 259 | 261 | 570,342 | 453,788 | ||||
193,105 | 106,230 | 1,935,170 | 722,838 | ||||||
Cash equivalents | |||||||||
In Brazilian Reais | |||||||||
Investment funds | 2.82% | 5,367 | 3,721 | 5,367 | 3,721 | ||||
Savings account | 2.16% | 8 | 49 | 8 | 49 | ||||
Bank deposit certificates | 5.24% | 2,933,099 | 3,695,621 | 2,948,124 | 3,720,708 | ||||
2,938,474 | 3,699,391 | 2,953,499 | 3,724,478 | ||||||
In U.S. Dollar | |||||||||
Term deposit | 3.34% | 260,784 | - | 277,442 | - | ||||
Overnight | 2.30% | 85,497 | 21,077 | 1,017,415 | 401,096 | ||||
Other currencies | |||||||||
Term deposit | 1.64% | - | - | 22,722 | 21,150 | ||||
346,281 | 21,077 | 1,317,579 | 422,246 | ||||||
3,477,860 | 3,826,698 | 6,206,248 | 4,869,562 |
7. MARKETABLE SECURITIES
Average interest rate (p.a.) | Parent company | Consolidated | |||||||||||
WATM (1) | Currency | 09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||||||
Fair value through other comprehensive income | |||||||||||||
Credit linked note (a) | 0.33 | USD | 3.85% | - | - | 19,670 | 16,398 | ||||||
Stocks (b) | - | R$ and HKD | - | - | 83,782 | 29,268 | 139,469 | ||||||
- | 83,782 | 48,938 | 155,867 | ||||||||||
Fair value through profit and loss | |||||||||||||
Financial treasury bills (c) | 3.65 | R$ | 5.40% | 392,198 | 295,699 | 392,198 | 295,699 | ||||||
Investment funds - FIDC (d) | 4.21 | R$ | - | 14,889 | 14,699 | 14,889 | 14,699 | ||||||
Investment funds | 0.17 | ARS | - | - | - | 2,355 | - | ||||||
407,087 | 310,398 | 409,442 | 310,398 | ||||||||||
Amortized cost | |||||||||||||
Sovereign bonds and others (c) | 3.58 | AOA | 3.82% | - | 87,697 | 274,422 | 331,395 | ||||||
407,087 | 481,877 | 732,802 | 797,660 | ||||||||||
Current | 392,198 | 303,613 | 414,223 | 507,035 | |||||||||
Non-current (2) | 14,889 | 178,264 | 318,579 | 290,625 |
(1) Weighted average maturity in years.
(2) Maximum maturity is September 01, 2025.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
(a) The credit linked note is a structured operation with a first-class financial institution that bears periodic interest (LIBOR + spread) and corresponds to a credit note that contemplates the Company’s risk.
(b) Is composed as set forth below:
Quantity of shares | Share value | Total | ||||||||||||
Entities | Ticker | 09.30.19 |
| 12.31.18 | 09.30.19 |
| 12.31.18 | 09.30.19 |
| 12.31.18 | ||||
Minerva | BEEF3 | - | 15,204,100 | - | 4.99 | - | 75,868 | |||||||
Cofco Meat | 1610 | 23,307,000 | 77,583,000 | HKD2,36 / R$1,25 | HKD1,45 / R$0,72 | HKD55.005 / R$29.268 | 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 securities, denominated in Kwanzas.
(d) Investment in junior quotas of the credit rights investment fund (“FIDC BRF”), as described in note 8.
The unrealized gain on marketable securities measured at fair value through other comprehensive income, recorded under Shareholders' Equity, corresponds to the accumulated amount of R$6,051 net of income tax of R$5,188 (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 on September 30, 2019 is R$5,008 (R$9,014 as of December 31, 2018).
Additionally, on September 30, 2019, from the total marketable securities, R$181,637 (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”).
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
8. TRADE ACCOUNTS RECEIVABLE AND NOTES RECEIVABLE, NET
Parent company | Consolidated | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Trade accounts receivable | |||||||
Domestic customers | 540,340 | 1,098,173 | 542,069 | 1,098,750 | |||
Domestic related parties | 535 | 233 | - | - | |||
Foreign customers | 466,730 | 368,949 | 2,101,261 | 1,973,981 | |||
Foreign related parties | 3,263,943 | 4,270,689 | - | 59,284 | |||
4,271,548 | 5,738,044 | 2,643,330 | 3,132,015 | ||||
( - ) Adjustment to present value | (5,480) | (7,768) | (7,405) | (10,276) | |||
( - ) Expected credit losses | (468,838) | (441,448) | (514,648) | (508,848) | |||
3,797,230 | 5,288,828 | 2,121,277 | 2,612,891 | ||||
Current | 3,790,099 | 5,280,864 | 2,112,917 | 2,604,928 | |||
Non-current | 7,131 | 7,964 | 8,360 | 7,963 | |||
Notes receivable | 165,237 | 230,544 | 169,324 | 235,376 | |||
( - ) Adjustment to present value | (2,195) | (344) | (2,195) | (344) | |||
( - ) Expected credit losses | (29,097) | (30,960) | (29,097) | (30,960) | |||
133,945 | 199,240 | 138,032 | 204,072 | ||||
Current | 65,144 | 110,281 | 69,231 | 115,113 | |||
Non-current (1) | 68,801 | 88,959 | 68,801 | 88,959 |
(1) Weighted average maturity of 2.81 years.
The Company assigns credits without the right to return 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 September 30, 2019 the amount outstanding and transferred to FIDC BRF was R$651,120 (R$643,675 at December 31, 2018).
Part of the balance with foreign related parties in the parent company is tied to the Agribusiness Receivable Certificate (“CRA) operation, as disclosed in the financial statements for the year ended December 31, 2018 (note 19).
On September 30, 2019 notes receivable are comprised mainly of receivables from the sale of farms and several other assets in an amount of R$120,276 (R$189,132 as of December 31, 2018).
The trade accounts receivable from related parties of the parent Company are disclosed in note 29.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The rollforward of the allowance for expected credit losses is set forth below:
Parent company | Consolidated | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 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 | - | - | - | 8,991 | |||
Provision | (20,149) | (25,327) | (20,036) | (46,357) | |||
Write-offs | 16,970 | 38,493 | 42,053 | 49,445 | |||
Exchange rate variation | (24,211) | (44,378) | (27,817) | (40,760) | |||
Ending balance | (468,838) | (441,448) | (514,648) | (508,848) |
The aging of trade accounts receivable is as follows:
Parent company | Consolidated | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Not overdue | 3,720,582 | 5,252,593 | 1,697,980 | 2,451,597 | |||
Overdue | |||||||
01 to 60 days | 9,395 | 27,115 | 310,346 | 133,002 | |||
61 to 90 days | 2,202 | 4,506 | 13,361 | 25,435 | |||
91 to 120 days | 660 | 4,626 | 6,672 | 10,575 | |||
121 to 180 days | 673 | 12,791 | 5,898 | 27,029 | |||
181 to 360 days | 37,821 | 17,143 | 59,454 | 36,783 | |||
More than 360 days | 500,215 | 419,270 | 549,619 | 447,594 | |||
( - ) Adjustment to present value | (5,480) | (7,768) | (7,405) | (10,276) | |||
( - ) Expected credit losses | (468,838) | (441,448) | (514,648) | (508,848) | |||
3,797,230 | 5,288,828 | 2,121,277 | 2,612,891 |
9. INVENTORIES
Parent company | Consolidated | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Finished goods | 1,619,818 | 1,340,593 | 2,719,995 | 2,200,763 | |||
Work in progress | 148,219 | 139,818 | 150,457 | 140,466 | |||
Raw materials | 846,620 | 767,061 | 950,551 | 847,494 | |||
Packaging materials | 71,236 | 71,889 | 74,538 | 73,755 | |||
Secondary materials | 351,332 | 333,182 | 359,507 | 337,969 | |||
Warehouse | 172,596 | 176,444 | 197,773 | 196,228 | |||
Imports in transit | 62,240 | 97,586 | 62,240 | 103,954 | |||
Other | 3,116 | 23,602 | 19,979 | 9,979 | |||
(-) Adjustment to present value | (42,862) | (33,302) | (42,875) | (33,314) | |||
3,232,315 | 2,916,873 | 4,492,165 | 3,877,294 |
The cost of sales attributed to products sold during the nine-month period ended September 30, 2019 totaled R$16,631,063 in the parent company and R$18,452,433 in the consolidated (R$15,874,738 in the parent company and R$18,601,973 in the consolidated in the same period of the previous year), and during the three-month period ended September 30, 2019 totaled R$5,711,393 in the parent company and R$6,363,893 in the consolidated (R$5,481,918 in the parent company andR$6,478,354 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:
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Parent company | |||||||
|
|
|
|
|
| 09.30.19 | |
Provision for adjustment to realizable value | Provision for deterioration | Provision for obsolescence | Total | ||||
Beginning balance | (60,986) | (51,374) | (5,008) | (117,368) | |||
Additions | (50,672) | (117,298) | (3,660) | (171,630) | |||
Reversals | 63,602 | - | - | 63,602 | |||
Write-offs | 41,156 | 122,956 | 2,012 | 166,124 | |||
Ending balance | (6,900) | (45,716) | (6,656) | (59,272) |
Consolidated | |||||||
|
|
|
|
|
| 09.30.19 | |
Provision for adjustment to realizable value | Provision for deterioration | Provision for obsolescence | Total | ||||
Beginning balance | (65,490) | (60,586) | (12,029) | (138,105) | |||
Additions | (68,318) | (125,224) | (5,782) | (199,324) | |||
Reversals | 82,766 | - | - | 82,766 | |||
Write-offs | 41,156 | 136,127 | 4,249 | 181,532 | |||
Exchange rate variation | (133) | 70 | 102 | 39 | |||
Ending balance | (10,019) | (49,613) | (13,460) | (73,092) |
On September 30, 2019 and December 31, 2018, there were no inventory items pledged as collateral.
10. BIOLOGICAL ASSETS
The balance of biological assets segregated into current and non-current are set forth below:
Parent company | Consolidated | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Live animals | 1,485,125 | 1,459,804 | 1,559,119 | 1,513,133 | |||
Total current | 1,485,125 | 1,459,804 | 1,559,119 | 1,513,133 | |||
Live animals | 646,834 | 636,503 | 712,008 | 698,421 | |||
Forests | 361,100 | 362,893 | 361,100 | 362,893 | |||
Total non-current | 1,007,934 | 999,396 | 1,073,108 | 1,061,314 | |||
2,493,059 | 2,459,200 | 2,632,227 | 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 biologicalassets as compared to the information disclosed in the financial statements for the year ended December 31, 2018 (note 10).
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ITR – Quarterly Information – September 30, 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 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| 09.30.19 | |
Current | Non-current | ||||||||||||
Live animals | Total | Live animals |
| Forests |
| Total | |||||||
Poultry | Pork |
| Poultry | Pork |
|
| |||||||
Beginning balance | 529,524 | 930,280 | 1,459,804 | 319,318 | 317,185 | 362,893 | 999,396 | ||||||
Additions/Transfer | 1,387,822 | 2,068,119 | 3,455,941 | 35,965 | 202,319 | 45,990 | 284,274 | ||||||
Changes in fair value (1) | 1,150,234 | 99,041 | 1,249,275 | 1,327 | (131,326) | - | (129,999) | ||||||
Harvest | - | - | - | - | - | (35,575) | (35,575) | ||||||
Write-off | - | - | - | - | - | (10,545) | (10,545) | ||||||
Transfer between current and non-current | 39,155 | 58,799 | 97,954 | (39,155) | (58,799) | - | (97,954) | ||||||
Transfer to assets held for sale | - | - | - | - | - | (1,663) | (1,663) | ||||||
Transfer to inventories | (2,547,404) | (2,230,445) | (4,777,849) | - | - | - | - | ||||||
Ending balance | 559,331 | 925,794 | 1,485,125 | 317,455 | 329,379 | 361,100 | 1,007,934 | ||||||
Consolidated | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| 09.30.19 | |
Current | Non-current | ||||||||||||
Live animals | Total | Live animals |
| Forests |
| Total | |||||||
Poultry | Pork |
| Poultry | Pork |
|
| |||||||
Beginning balance | 582,853 | 930,280 | 1,513,133 | 381,236 | 317,185 | 362,893 | 1,061,314 | ||||||
Additions/Transfer | 1,397,797 | 2,068,119 | 3,465,916 | 63,602 | 202,319 | 45,990 | 311,911 | ||||||
Changes in fair value (1) | 1,159,294 | 99,041 | 1,258,335 | (23,547) | (131,326) | - | (154,873) | ||||||
Harvest | - | - | - | - | - | (35,575) | (35,575) | ||||||
Write-off | - | - | - | - | - | (10,545) | (10,545) | ||||||
Transfer between current and non-current | 39,155 | 58,799 | 97,954 | (39,155) | (58,799) | - | (97,954) | ||||||
Transfer between held for sale | - | - | - | - | - | (1,663) | (1,663) | ||||||
Transfer to inventories | (2,547,404) | (2,230,445) | (4,777,849) | - | - | - | - | ||||||
Exchange variation | 1,630 | - | 1,630 | 493 | - | - | 493 | ||||||
Ending balance | 633,325 | 925,794 | 1,559,119 | 382,629 | 329,379 | 361,100 | 1,073,108 |
(1) The fair value variation of biological assets includes depreciation of breeding stock and depletion of forests in the amount of R$548,821 (R$584,414 for the year ended December 31, 2018) in the parent company and R$600,926 (R$811,772 or the year ended December 31, 2018) in the consolidated.
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ITR – Quarterly Information – September 30, 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 | |||||||
09.30.19 | 12.31.18 | ||||||
Quantity | Value | Quantity | Value | ||||
Consumable biological assets | |||||||
Immature poultry | 169,243 | 559,331 | 168,716 | 529,524 | |||
Immature pork | 3,928 | 925,794 | 4,011 | 930,280 | |||
Total current | 173,171 | 1,485,125 | 172,727 | 1,459,804 | |||
Production biological assets | |||||||
Immature poultry | 5,866 | 113,213 | 5,509 | 103,678 | |||
Mature poultry | 10,230 | 204,242 | 10,688 | 215,640 | |||
Immature pork | 202 | 73,951 | 203 | 74,071 | |||
Mature pork | 452 | 255,428 | 439 | 243,114 | |||
Total non-current | 16,750 | 646,834 | 16,839 | 636,503 | |||
189,921 | 2,131,959 | 189,566 | 2,096,307 | ||||
Consolidated | |||||||
09.30.19 | 12.31.18 | ||||||
Quantity | Value | Quantity | Value | ||||
Consumable biological assets | |||||||
Immature poultry | 188,775 | 633,325 | 188,248 | 582,853 | |||
Immature pork | 3,928 | 925,794 | 4,011 | 930,280 | |||
Total current | 192,703 | 1,559,119 | 192,259 | 1,513,133 | |||
Production biological assets | |||||||
Immature poultry | 6,784 | 141,432 | 6,538 | 134,425 | |||
Mature poultry | 11,595 | 241,197 | 11,958 | 246,811 | |||
Immature pork | 202 | 73,951 | 203 | 74,071 | |||
Mature pork | 452 | 255,428 | 439 | 243,114 | |||
Total non-current | 19,033 | 712,008 | 19,138 | 698,421 | |||
211,736 | 2,271,127 | 211,397 | 2,211,554 |
The Company has forests pledged as collateral for loans and tax/civil contingencies in the amount of R$61,583 in the parent company and consolidated (R$66,345 in the parent company and consolidated as of December 31, 2018).
78
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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 | 09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | |||
ICMS ("State VAT") | 1,526,792 | 1,517,304 | 1,680,630 | 1,632,110 | |||
PIS and COFINS ("Federal Taxes to Social Fund Programs") | 2,909,426 | 941,864 | 2,913,518 | 946,399 | |||
IPI ("Federal VAT") | 840,400 | 836,674 | 840,402 | 836,676 | |||
INSS ("Brazilian Social Security") | 323,530 | 307,865 | 323,547 | 307,897 | |||
Other | 42,042 | 52,329 | 106,802 | 155,779 | |||
(-) Provision for losses | (175,610) | (175,920) | (176,093) | (175,925) | |||
5,466,580 | 3,480,116 | 5,688,806 | 3,702,936 | ||||
Current | 392,403 | 340,116 | 612,101 | 560,389 | |||
Non-current | 5,074,177 | 3,140,000 | 5,076,705 | 3,142,547 | |||
Recoverable income tax and social contribution | |||||||
Income and social contribution tax (IR/CS) | 368,500 | 426,134 | 486,983 | 522,758 | |||
(-) Provision for losses | (8,985) | (8,985) | (9,029) | (9,029) | |||
359,515 | 417,149 | 477,954 | 513,729 | ||||
Current | 27,722 | 410,340 | 144,608 | 506,483 | |||
Non-current | 331,793 | 6,809 | 333,346 | 7,246 |
On June 06, 2019, there was a final court decision to BRF S.A. recognizing the Company’s right to exclude ICMS from the PIS and COFINS calculationbase. The amount of R$1,062,013 of PIS/COFINS credit has been recognized as recoverable taxes, of which R$696,127 is related to the principal and has been recorded under other operating income, and R$365,886 is related to interest and monetary correction, recorded under financial income.
On August 20, 2019, there was a final court decision to Sadia recognizing the Company’s right to exclude ICMS from the PIS and COFINS calculationbase. The amount of R$982,494 of PIS/COFINS credit has been recognized as recoverable taxes, of which R$467,278 is related to the principal and has been recorded under other operating income, and R$515,216 is related to interest and monetary correction, recorded under financial income.
The rollforward of the provision for losses is set forth below:
Parent company | |||||||||||
|
|
|
|
|
|
|
|
|
| 09.30.19 | |
ICMS ("State VAT") | PIS and COFINS ("Federal Taxes to Social Fund Programs") | Income and social contribution tax | IPI ("Federal VAT") | Other | Total | ||||||
Beginning balance | (140,964) | (17,418) | (8,985) | (13,562) | (3,976) | (184,905) | |||||
Additions | (22,904) | (496) | - | - | (1,285) | (24,685) | |||||
Write-offs | 14,257 | 992 | - | 9,744 | 2 | 24,995 | |||||
Ending balance | (149,611) | (16,922) | (8,985) | (3,818) | (5,259) | (184,595) |
79
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | |||||||||||
|
|
|
|
|
|
|
|
|
| 09.30.19 | |
ICMS ("State VAT") | PIS and COFINS ("Federal Taxes to Social Fund Programs") | Income and social contribution tax | IPI ("Federal VAT") | Other | Total | ||||||
Beginning balance | (140,970) | (17,418) | (9,029) | (13,562) | (3,975) | (184,954) | |||||
Additions | (22,903) | (496) | - | - | (1,779) | (25,178) | |||||
Write-offs | 14,262 | 992 | - | 9,744 | 2 | 25,000 | |||||
Exchange rate variation | - | - | - | - | 10 | 10 | |||||
Ending balance | (149,611) | (16,922) | (9,029) | (3,818) | (5,742) | (185,122) |
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 nine-month period ended September 30, 2019 the sale of the operations in Argentina, Europe and Thailand, as well as the plant in Várzea Grande-MT were concluded. 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 equivalent to R$211,835 (USD54,891) to BRF S.A. During the third quarter of 2019, the parties agreed to adjust the price by working capital, net debt and other contractual items, which has reduced the price in the amount equivalent to R$20,544 (USD4,954).
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 the acquirer started to fully operate the plant.
On February 4, 2019, the sale of Avex S.A. was completed and the amount equivalent to R$82,736 (USD22,500) were received in cash and the amount equivalent to R$86,990 (USD22,324) to 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 an amount equivalent to R$95,036 (USD26,753), collected on March 2019.
On March 11, 2019, the Company 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 the amount equivalent to R$29,359 (USD7,619), from which USD3,619 were paid in cash and USD4,000 will be paid during the threesubsequent months.
80
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
On June 03, 2019, the Company concluded the sale of 100% of the shares held in certain companies located in Europe and Thailand to Tyson International Holding Co. for the amount equivalent to R$1,466,950 (USD377,043), fully received in the same date. During the third quarter of 2019, the parties agreed to adjust the price by working capital and net debt, which has increased the price in the amount equivalent to R$21,083 (USD5,063).
On September 05, 2019 the Company sold the participation in the joint venture SATS BRF Food PTE Ltd. (“SATS”), to SATS Food Services PTE Ltd. for the amount equivalent to R$51,197 (SGD17,000).
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 – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
BALANCE SHEETS | ||||||||||||||||||
| ||||||||||||||||||
Parent company | Consolidated | |||||||||||||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | |||||||||||||||
Total | Investment in Discontinued Operations | Others | Total | Total | Operations from Argentine | Operation from Europe and Thailand | Others | Total | ||||||||||
ASSETS | ||||||||||||||||||
CURRENT ASSETS | ||||||||||||||||||
Cash and cash equivalents | - | - | - | - | - | 31,683 | 134,766 | - | 166,449 | |||||||||
Marketable securities | - | - | - | - | - | 68,686 | - | - | 68,686 | |||||||||
Trade accounts receivable, net | - | - | - | - | - | 244,654 | 333,187 | - | 577,841 | |||||||||
Inventories | - | - | - | - | - | 254,142 | 645,241 | - | 899,383 | |||||||||
Biological assets | - | - | - | - | - | 19,246 | - | - | 19,246 | |||||||||
Recoverable taxes | - | - | - | - | - | 59,721 | 48,738 | - | 108,459 | |||||||||
Assets held for sale | - | - | - | - | - | 4 | 401 | - | 405 | |||||||||
Other current assets | - | - | - | - | - | 18,087 | 6,264 | - | 24,351 | |||||||||
Total current assets | - | - | - | - | - | 696,223 | 1,168,597 | - | 1,864,820 | |||||||||
NON-CURRENT ASSETS | ||||||||||||||||||
Trade accounts receivable, net | - | - | - | - | - | 571 | - | - | 571 | |||||||||
Deferred income and social contribution taxes | - | - | - | - | - | - | 7,967 | - | 7,967 | |||||||||
Biological assets | - | - | - | - | - | 11,586 | 20,122 | - | 31,708 | |||||||||
Recoverable taxes | - | - | - | - | - | 4,788 | - | - | 4,788 | |||||||||
Other non-current assets | - | - | - | - | - | 7,299 | 473 | - | 7,772 | |||||||||
Investments in subsidiaries and join ventures | - | 219,666 | - | 219,666 | - | 20 | - | - | 20 | |||||||||
Property, plant and equipment, net | 47,692 | - | 131,406 | 131,406 | 75,454 | 329,590 | 327,224 | 169,798 | 826,612 | |||||||||
Intangible assets | - | 20,115 | - | 20,115 | - | 318,706 | 263,341 | - | 582,047 | |||||||||
Total non-current assets | 47,692 | 239,781 | 131,406 | 371,187 | 75,454 | 672,560 | 619,127 | 169,798 | 1,461,485 | |||||||||
TOTAL ASSETS | 47,692 | 239,781 | 131,406 | 371,187 | 75,454 | 1,368,783 | 1,787,724 | 169,798 | 3,326,305 | |||||||||
LIABILITIES | ||||||||||||||||||
CURRENT LIABILITIES | ||||||||||||||||||
Short-term debt | - | - | - | - | - | 88,395 | - | - | 88,395 | |||||||||
Trade accounts payable | - | - | - | - | - | 270,796 | 155,068 | - | 425,864 | |||||||||
Payroll and related charges | - | - | - | - | - | 42,152 | 42,662 | - | 84,814 | |||||||||
Liabilities with related parties | - | - | - | - | - | 197 | - | - | 197 | |||||||||
Employee and management profit sharing | - | - | - | - | - | 2,973 | 3,005 | - | 5,978 | |||||||||
Tax payable | - | - | - | - | - | 13,600 | 24,831 | - | 38,431 | |||||||||
Other current liabilities | - | - | - | - | - | 51,125 | 95,219 | - | 146,344 | |||||||||
Total current liabilities | - | - |
| - | - | - | 469,238 | 320,785 | - | 790,023 | ||||||||
NON-CURRENT LIABILITIES | ||||||||||||||||||
Long-term debt | - | - | - | - | - | 67,378 | - | - | 67,378 | |||||||||
Deferred income and social contribution taxes | - | - | - | - | - | 142,013 | 26,161 | - | 168,174 | |||||||||
Provision for tax, civil and labor risks | - | - | - | - | - | 70,571 | 366 | - | 70,937 | |||||||||
Other non-current liabilities | - | 13 | - | 13 | - | 22 | 34,995 | - | 35,017 | |||||||||
Total non-current liabilities | - | 13 | - | 13 | - | 279,984 | 61,522 | - | 341,506 | |||||||||
TOTAL LIABILITIES AND EQUITY | - | 13 | - | 13 | - | 749,222 | 382,307 | - | 1,131,529 | |||||||||
Assets and liabilities held for sale | 47,692 | 239,768 | 131,406 | 371,174 | 75,454 | 619,561 | 1,405,417 | 169,798 | 2,194,776 |
82
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
During the period ended September 30, 2019, the Company incurred in losses by the sale of the Argentine operations in the amount of R$905,339 and gain by the sales of Europe and Thailand in the amount of R$66,754, registered in the discontinued operations, mainly due to the write-off of the cumulative translation adjustments of the investments.
On September 30, 2019 the Company signed a private instrument of settlement with Lactalis do Brasil – Comércio, Importação e Exportação de Laticínios Ltda. (“Lactalis”) in reference to the sale and purchase agreement signed between the parties on December 05, 2014, by which BRF sold the dairy operations to Lactalis. This term generated an impact of R$92,552 on the result of discontinued operations and foresees the release to Lactalis of R$100,000 from the escrow account balance (note 15), with the following release of the remaining amount to BRF S.A., settling disagreements about the deal up to that date. The effective release of the values was in October, 2019.
During the nine-month period ended September 30, 2019, the Argentina, Europe and Thailand operations while unconcluded, as well as the effects of the transaction with Lactalis, were kept classified as discontinued operations. The statement of income (loss) and statement of cash flow of these operations are as follows:
83
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
STATEMENTS OF INCOME (LOSS) - DISCONTINUED OPERATIONS | ||||||||||||||||||||||||||||||||||
Parent company | Consolidated | |||||||||||||||||||||||||||||||||
|
|
|
| Operations from Argentine | Operation from Europe and Thailand | Dairy (2) | Total | |||||||||||||||||||||||||||
From 07.01.19 to 09.30.19 | From 01.01.19 to 09.30.19 | From 07.01.18 to 09.30.18 | From 01.01.18 to 09.30.18 | From 07.01.19 to 09.30.19 | From 01.01.19 to 09.30.19 | From 07.01.18 to 09.30.18 | From 01.01.18 to 09.30.18 | From 07.01.19 to 09.30.19 | From 01.01.19 to 09.30.19 | From 07.01.18 to 09.30.18 | From 01.01.18 to 09.30.18 | From 01.01.19 to 09.30.19 | From 07.01.19 to 09.30.19 | From 01.01.19 to 09.30.19 | From 07.01.18 to 09.30.18 | From 01.01.18 to 07.30.18 | ||||||||||||||||||
NET SALES | - | 4,816 | (47,912) | (95,167) | - | 80,843 | 304,366 | 1,106,672 | - | 1,090,409 | 661,085 | 1,977,121 | - | - | 1,171,252 | 965,451 | 3,083,793 | |||||||||||||||||
Cost of sales | - | (197) | 6,223 | 16,805 | - | (95,223) | (301,241) | (1,068,116) | - | (978,318) | (585,371) | (1,761,318) | - | - | (1,073,541) | (886,612) | (2,829,434) | |||||||||||||||||
GROSS PROFIT (1) | - | 4,619 | (41,689) | (78,362) | - | (14,380) | 3,125 | 38,556 | - | 112,091 | 75,714 | 215,803 | - | - | 97,711 | 78,839 | 254,359 | |||||||||||||||||
OPERATING INCOME (EXPENSES) | ||||||||||||||||||||||||||||||||||
Selling expenses | - | - | - | - | - | (11,389) | (35,290) | (116,626) | - | (38,321) | (54,498) | (161,800) | - | - | (49,710) | (89,788) | (278,426) | |||||||||||||||||
General and administrative expenses | - | (1,985) | (1,629) | (4,834) | - | (5,106) | (6,102) | (21,903) | - | (33,883) | (20,300) | (57,682) | - | - | (38,989) | (26,402) | (79,585) | |||||||||||||||||
Impairment loss on trade and other receivables | - | - | - | - | - | - | 1,902 | (441) | - | (4,129) | 259 | (3,913) | - | - | (4,129) | 2,161 | (4,354) | |||||||||||||||||
Other operating expenses, net | (97,493) | (114,996) | (2,257) | 2,398 | (3,596) | (30,159) | (2,006) | 4,952 | (5,219) | (31,294) | (31,636) | (15,455) | (92,552) | (101,367) | (154,004) | (33,642) | (10,503) | |||||||||||||||||
Income from associates and joint ventures | (3,874) | (41,944) | 97,561 | 182,117 | - | - | - | - | - | (21) | - | - | - | - | (21) | - | - | |||||||||||||||||
INCOME (LOSS) BEFORE FINANCIAL RESULTS AND INCOME TAXES | (101,367) | (154,306) | 51,986 | 101,319 | (3,596) | (61,034) | (38,371) | (95,462) | (5,219) | 4,443 | (30,461) | (23,047) | (92,552) | (101,367) | (149,142) | (68,832) | (118,509) | |||||||||||||||||
Financial expenses | - | - | - | - | - | (20,982) | 57,828 | 123,685 | - | (8,800) | 32,316 | 88,161 | - | - | (29,782) | 90,144 | 211,846 | |||||||||||||||||
Financial income | - | - | - | - | - | 8,284 | 42,032 | 70,546 | - | (10,134) | 2,952 | 4,525 | - | - | (1,850) | 44,984 | 75,071 | |||||||||||||||||
INCOME (LOSS) BEFORE TAXES | (101,367) | (154,306) | 51,986 | 101,319 | (3,596) | (73,732) | 61,489 | 98,769 | (5,219) | (14,491) | 4,807 | 69,639 | (92,552) | (101,367) | (180,774) | 66,296 | 168,408 | |||||||||||||||||
Current income taxes | - | - | - | - | - | - | (1) | (11) | - | (3,846) | (4,585) | (17,156) | - | - | (3,846) | (4,586) | (17,167) | |||||||||||||||||
Deferred income taxes | - | 97,750 | - | - | - | 100,380 | (17,018) | (71,737) | - | 16,503 | 2,413 | 6,806 | - | - | 116,883 | (14,605) | (64,931) | |||||||||||||||||
NET INCOME (LOSS) | (101,367) | (56,556) | 51,986 | 101,319 | (3,596) | 26,648 | 44,470 | 27,021 | (5,219) | (1,834) | 2,635 | 59,289 | (92,552) | (101,367) | (67,737) | 47,105 | 86,310 | |||||||||||||||||
Gain (loss) on sale of investments and realization of other comprehensive income | (39,834) | (838,586) | - | - | (42,521) | (905,339) | - | - | 2,687 | 66,754 | - | - | - | (39,834) | (838,586) | - | - | |||||||||||||||||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS | (141,201) | (895,142) | 51,986 | 101,319 | (46,117) | (878,691) | 44,470 | 27,021 | (2,532) | 64,920 | 2,635 | 59,289 | (92,552) | (141,201) | (906,323) | 47,105 | 86,310 | |||||||||||||||||
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| - |
|
|
|
|
| |||||||||||||||||||||||||||
Net Income (Loss) From Discontinued Operation Attributable to | ||||||||||||||||||||||||||||||||||
Controlling shareholders | (141,201) | (895,142) | 51,986 | 101,319 | (46,117) | (878,691) | 40,538 | 22,585 | (2,532) | 76,101 | 11,448 | 78,734 | (92,552) | (141,201) | (895,142) | 51,986 | 101,319 | |||||||||||||||||
Non-controlling interest | - | - | - | - | - | - | 3,932 | 4,436 | - | (11,181) | (8,813) | (19,445) | - | - | (11,181) | (4,881) | (15,009) |
(1) The positive effect on cost refers to allocations of expenses to products destined to the markets of the discontinued operations.
(2) There was no movement in the comparative period.
84
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
STATEMENTS OF CASH FLOWS - DISCONTINUED OPERATIONS | ||||||||
Parent company | Consolidated | |||||||
January to September 2019 | January to September 2018 | January to September 2019 | January to September 2018 | |||||
OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS | ||||||||
Income (loss) | (895,142) | 101,319 | (906,323) | 86,310 | ||||
Adjustments to reconcile loss to generated cash | ||||||||
Depreciation and amortization | - | - | 3,776 | 169,757 | ||||
Depreciation and depletion of biological assets | - | - | 9,700 | 19,727 | ||||
Result on disposals of property, plant and equipments | - | - | 5,598 | 6,994 | ||||
Provision for tax, civil and labor risks | - | - | (493) | (62,686) | ||||
Income from associates and joint ventures | 627,551 | (182,117) | 21 | - | ||||
Gain (loss) on disposal of discontinued operations | 230,038 | - | 757,256 | - | ||||
Provision for losses in inventories | - | - | (7,294) | - | ||||
Impairment | - | 312,934 | 81,329 | - | ||||
Financial results, net | - | - | 31,631 | (286,917) | ||||
Deferred income tax | (97,750) | - | (116,883) | 64,931 | ||||
Restatement by hyperinflation | - | - | - | (332,119) | ||||
Others | - | - | 32,821 | (12,299) | ||||
Cash flow provided by operating activities before working capital | (135,303) | 232,136 | (108,861) | (346,302) | ||||
Trade accounts receivable | - | - | (133,233) | 154,825 | ||||
Inventories | - | - | 59,135 | 28,763 | ||||
Current biological assets | - | - | 55 | 6,171 | ||||
Trade accounts payable | - | - | 50,947 | (288,071) | ||||
Supply chain finance | - | - | (28) | (374) | ||||
Cash (used in) generated by operating activities | (135,303) | 232,136 | (131,985) | (444,988) | ||||
Financial Investments at FVPL | - | - | (6,472) | (261,512) | ||||
Redemption of Financial Investments at FVPL | - | - | 29,097 | 233,210 | ||||
Interest paid | - | - | - | (20,174) | ||||
Other assets and liabilities | 83,326 | 568,616 | 126 | 576,039 | ||||
Net cash (used in) provided by operating activities from discontinued operations | (51,977) | 800,752 | (109,234) | 82,575 | ||||
INVESTING ACTIVITIES FROM DISCONTINUED OPERATIONS | ||||||||
Additions to property, plant and equipment | - | - | (14,350) | (39,034) | ||||
Additions to non-current biological assets | - | - | (11,911) | (23,560) | ||||
Additions to intangible assets | - | - | - | (7) | ||||
Proceeds from disposals of property, plant and equipment and investment | 180,303 | - | 1,631,552 | - | ||||
Net cash used in investing activities from discontinued operations | 180,303 | - | 1,605,291 | (62,601) | ||||
FINANCING ACTIVITIES FROM DISCONTINUING OPERATIONS |
|
| ||||||
Proceeds from debt issuance | - | - | 10,122 | 717,351 | ||||
Repayment of debt | - | - | (8,555) | (834,062) | ||||
Net cash (used in) provided by financing activities from discontinued operations | - | - | 1,567 | (116,711) | ||||
Net increase (decrease) in cash and cash equivalents | 128,326 | 800,752 | 1,497,624 | (96,737) |
85
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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 | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Assets | |||||||
Tax loss carryforwards (corporate income tax) | 1,802,540 | 1,722,283 | 1,806,719 | 1,723,991 | |||
Negative calculation basis (social contribution tax) | 692,192 | 651,803 | 693,697 | 652,418 | |||
Temporary differences - Assets | |||||||
Provisions for tax, civil and labor risks | 540,313 | 322,987 | 540,313 | 322,987 | |||
Suspended collection taxes | 29,521 | 22,945 | 29,521 | 22,945 | |||
Expected credit losses | 135,576 | 126,624 | 135,596 | 126,627 | |||
Provision for property, plant and equipment losses | - | 37,110 | - | 37,110 | |||
Provision for losses on tax credits | 63,612 | 62,668 | 63,612 | 62,670 | |||
Provision for other obligations | 95,680 | 106,869 | 95,680 | 106,869 | |||
Provision for inventory losses | 19,839 | 39,508 | 19,926 | 39,508 | |||
Employees' benefits plan | 148,216 | 137,484 | 148,216 | 137,484 | |||
Tax difference x lease accounting | 34,174 | 4,743 | 34,174 | 4,743 | |||
Unrealized losses on derivatives financial instruments | 18,431 | 30,494 | 18,431 | 30,494 | |||
Unrealized losses on inventories | - | - | 5,152 | 2,359 | |||
Expected credit losses - notes receivables | 3,018 | 6,859 | 3,018 | 6,859 | |||
Business combination - Sadia (1) | - | 84,587 | - | 84,587 | |||
Other temporary differences | 111,521 | 87,106 | 141,808 | 131,104 | |||
3,694,633 | 3,444,070 | 3,735,863 | 3,492,755 | ||||
Temporary differences - Liabilities | |||||||
Unrealized fair value gains | (8,133) | (101,400) | (8,133) | (101,400) | |||
Difference between tax basis and accounting basis of goodwill amortization | (319,307) | (318,454) | (319,307) | (318,454) | |||
Difference between tax depreciation rate and accounting depreciation rate (useful life) | (792,904) | (754,094) | (792,904) | (754,094) | |||
Estimated annual effective tax rate - CPC 21 | (552,802) | - | (552,802) | - | |||
Business combination - Sadia (1) | (587,468) | (724,015) | (606,852) | (724,015) | |||
Other - exchange rate variation | - | - | (69,955) | (100,325) | |||
Other temporary differences | (11,453) | (28,531) | (16,151) | (40,589) | |||
(2,272,067) | (1,926,494) | (2,366,104) | (2,038,877) | ||||
Total deferred tax | 1,422,566 | 1,517,576 | 1,369,759 | 1,453,878 | |||
Total Assets | 1,422,566 | 1,517,576 | 1,458,643 | 1,519,652 | |||
Total Liabilities | - |
| - |
| (88,884) |
| (65,774) |
1,422,566 | 1,517,576 | 1,369,759 | 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.
Parte inferior do formulárioThe roll-forward of deferred tax assets is set forth below:
Parent company | Consolidated | ||
09.30.19 | 09.30.19 | ||
Beginning balance | 1,517,576 | 1,453,878 | |
Deferred income and social contribution taxes recognized in the statement of income | (227,289) | (208,181) | |
Deferred income and social contribution taxes recognized in other comprehensive income | 34,530 | 22,190 | |
Deferred income and social contribution taxes related to discontinued operations | 97,749 | 116,883 | |
Other | - | (15,011) | |
Ending balance | 1,422,566 | 1,369,759 |
86
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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 | 43,643 | 43,643 | |
2021 | 141,909 | 141,909 | |
2022 | 191,914 | 191,914 | |
2023 | 289,782 | 289,782 | |
2024 to 2026 | 1,018,810 | 1,018,810 | |
2027 onwards | 808,674 | 814,358 | |
2,494,732 | 2,500,416 |
13.3. Income and social contribution taxes reconciliation
Parent company | Consolidated | ||||||||||||||
July to September 2019 | January to September 2019 | Restated | Restated | July to September 2019 | January to September 2019 | Restated | Restated | ||||||||
Income (loss) before income and social contribution taxes - continued operations | 790,039 | 737,324 | (879,479) | (2,401,659) | 809,277 | 829,929 | (661,039) | (2,371,831) | |||||||
Nominal tax rate | 34% | 34% | 34% | 34% | 34% | 34% | 34% | 34% | |||||||
Credit (expense) at nominal rate | (268,613) | (250,690) | 299,023 | 816,564 | (275,154) | (282,176) | 224,753 | 806,423 | |||||||
Reconciling itens | |||||||||||||||
Income from associates and joint ventures | 280,615 | 420,953 | (12,618) | 50,903 | 946 | 598 | 187,465 | 105,232 | |||||||
Exchange rate variation on foreign investments | 104,043 | 82,718 | 36,039 | 155,696 | 99,061 | 82,718 | 18,942 | 157,371 | |||||||
Difference of tax rates on results of foreign subsidiaries | - | - | - | - | 73,455 | 162,712 | 45,940 | 331,584 | |||||||
Deferred tax assets not recognized (1) | 97,558 | 69,648 | (446,249) | (1,246,510) | 97,558 | 69,648 | (795,061) | (1,595,322) | |||||||
Stock options | (4,986) | (11,282) | (1,941) | (3,347) | (4,986) | (11,282) | (1,941) | (3,347) | |||||||
Penalties | (12,652) | (11,950) | (1,124) | (1,730) | (12,652) | (11,950) | (277) | (1,753) | |||||||
Investment grant | 11,226 | 41,915 | 11,708 | 39,979 | 11,226 | 41,915 | 11,708 | 39,979 | |||||||
Estimated annual effective tax rate - CPC 21 | (547,964) | (552,802) | 129,983 | 118,402 | (547,965) | (552,802) | 129,983 | 118,402 | |||||||
Reversal of provision without deferred constituted | 45,683 | 24,544 | 27,469 | 27,469 | 254,677 | 233,538 | 24,843 | 24,843 | |||||||
Other permanent differences | (59,841) | (39,439) | (13,778) | (8,888) | (59,838) | (39,498) | (44,874) | (38,798) | |||||||
(354,931) | (226,385) | 28,512 | (51,462) | (363,672) | (306,579) | (198,519) | (55,386) | ||||||||
Current income tax | 904 | 904 | - | - | (11,560) | (98,398) | 48,944 | (16,350) | |||||||
Deferred income tax | (355,835) | (227,289) | 28,512 | (51,462) | (352,112) | (208,181) | (247,463) | (39,036) |
(1) Amount referring to the non-recognition of deferred tax on tax loss and negative basis in the amount of R$204,848 in the parent company and consolidated.
The taxable income and income taxes of the foreign subsidiaries are set forth below:
Consolidated | |||||||
July to September 2019 | January to September 2019 | Restated | Restated | ||||
Taxable income from foreign subsidiaries | 928,179 | (813,198) | 304,399 | 1,079,555 | |||
Current income tax from foreign subsidiaries | (12,439) | (99,232) | 48,034 | (17,167) | |||
Deferred income tax from foreign subsidiaries | 11,987 | 11,448 | 27,563 | 56,575 |
87
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The Company’s Management has determined that the earnings ascertained 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$2,779,118 as of September 30, 2019 (R$3,401,418 as of December 31, 2018).
Brazilian income taxes declarations are subject to review by the authorities for a five-year period after the delivery. The Company may be subject to additional taxes, interest and penalties resulting from these reviews. Subsidiaries located abroad are taxed in their respective jurisdictions, according to local regulations.
14. JUDICIAL DEPOSITS
The rollforward of the judicial deposits is set forth below:
Parent company | |||||||
|
|
|
|
|
| 09.30.19 | |
Tax | Labor | Civil, commercial and other | Total | ||||
Beginning balance | 288,377 | 351,648 | 29,073 | 669,098 | |||
Additions | 63,875 | 140,148 | 2,881 | 206,904 | |||
Reversals | (7,697) | (27,281) | 30 | (34,948) | |||
Write-offs | (123,371) | (140,772) | (4,755) | (268,898) | |||
Price index update | 7,730 | 7,764 | 644 | 16,138 | |||
Ending balance | 228,914 | 331,507 | 27,873 | 588,294 |
Consolidated | |||||||
|
|
|
|
|
| 09.30.19 | |
Tax | Labor | Civil, commercial and other | Total | ||||
Beginning balance | 288,377 | 351,648 | 29,073 | 669,098 | |||
Additions | 63,875 | 140,238 | 2,881 | 206,994 | |||
Reversals | (7,697) | (27,281) | 30 | (34,948) | |||
Write-offs | (123,371) | (140,772) | (4,755) | (268,898) | |||
Price index update | 7,730 | 7,764 | 644 | 16,138 | |||
Exchange rate variation | - | (16) | - | (16) | |||
Ending balance | 228,914 | 331,581 | 27,873 | 588,368 |
88
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
15. RESTRICTED CASH
Average interest rate (p.a.) | Parent company | Consolidated | |||||||||||
Maturity (1) | Currency | 09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||||||
Bank deposit certificates | 0.75 | R$ | 5.18% | 23,841 | 504,480 | 23,841 | 504,480 | ||||||
Financial Treasury Bills - LFT (2) | 1.78 | R$ | 5.40% | 343,620 | - | 343,620 | - | ||||||
National treasury certificates (3) | 0.42 | R$ | 15.38% | 262,018 | 233,692 | 262,018 | 233,692 | ||||||
Bank deposit (4) | - | USD | - | - | - | - | 21,037 | ||||||
Time Deposit (5) | - | USD | - | - | 102,412 | - | 102,412 | ||||||
629,479 | 840,584 | 629,479 | 861,621 | ||||||||||
Current | 629,479 | 256,284 | 629,479 | 277,321 | |||||||||
Non-current | - | 584,300 | - | 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”), has been fully releasedon October, 2019 (note 12).
(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).
16. INVESTMENTS IN AFFILIATES, ASSOCIATES AND JOINT VENTURES
16.1. Investments breakdown
Parent company | Consolidated | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Investment in associates and affiliates | 6,748,694 | 4,042,451 | 6,927 | 70,546 | |||
Goodwill SATS BRF | - | - | - | 7,059 | |||
6,748,694 | 4,042,451 | 6,927 | 77,605 | ||||
Other investments | 583 | 1,107 | 7,660 | 8,400 | |||
6,749,277 | 4,043,558 | 14,587 | 86,005 |
89
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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. | Proud Food Lda | Sadia International Ltd. | Sadia Uruguay S.A. | Sadia Overseas S.A. | Eclipse Holding Cooperatief | VIP S.A. Empr. e Particip. Imob | PP-BIO | PR-SAD | UP! Alimentos Ltda | Total | ||||||||||||||||||||
09.30.19 | 12.31.18 | ||||||||||||||||||||||||||||||||||||
a) Participation as of september 30, 2019 | |||||||||||||||||||||||||||||||||||||
% of share | 100.00% | 100.00% | 99.94% | 100.00% | 100.00% | 99.99% | - | 43.10% | 10.00% | 100.00% | 94.90% | 2.00% | 0.01% | 100.00% | 33.33% | 33.33% | - | ||||||||||||||||||||
Total number of shares and membership interests | 7,176,530 | 1 | 100 | 27,664,086 | 100 | 5,463,850 | - | 594,576,682 | 150,000 | 900,000 | 2,444,753,091 | 50,000 | 10,000 | 14,249,459 | - | - | - | ||||||||||||||||||||
Number of shares and membership interest held | 7,176,530 | 1 | 100 | 27,664,086 | 100 | 5,463,849 | - | 256,253,695 | 15,000 | 900,000 | 2,319,989,778 | 1,000 | 1 | 14,249,459 | - | - | - | ||||||||||||||||||||
- | |||||||||||||||||||||||||||||||||||||
b) Information as of september 30, 2019 | |||||||||||||||||||||||||||||||||||||
Share capital | 7,177 | 6,523 | 1,186 | 27,664 | 44,330 | 5,564 | - | 338,054 | 3 | 2,933 | 497,012 | 165 | 334,999 | 50 | - | - | - | ||||||||||||||||||||
Shareholders' equity | 716 | 6,389,658 | (54) | 20,789 | (92,286) | 5,915 | - | 11,129 | (53) | 242,147 | 79,433 | 1,474 | (21,747) | 2,363 | - | - | - | ||||||||||||||||||||
Income (loss) for the period | (688) | 1,271,272 | (52) | (6,303) | 100,029 | 155 | 8,790 | (36,970) | (219) | (7,799) | (128,541) | 11 | (8,942) | 73 | - | - | - | ||||||||||||||||||||
c) Balance of investments as of september 30, 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 | (688) | 1,271,272 | (46) | (6,303) | 100,029 | 155 | 10,244 | (12,678) | (5) | (7,799) | (121,981) | - | (3) | 73 | - | - | - | 1,232,270 | (1,020,030) | ||||||||||||||||||
Hyperinflation on goodwill | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 133,220 | |||||||||||||||||||
Unrealized profit in inventory | - | - | - | 34 | - | - | (162) | - | - | - | (359) | - | - | - | - | - | - | (487) | 538 | ||||||||||||||||||
Capital transaction between subsidiaries | - | 1,314,596 | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 1,314,596 | - | ||||||||||||||||||
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 | - | 226,189 | - | - | 16 | - | - | - | - | 17,087 | - | (4) | - | - | - | - | - | 243,288 | 299,576 | ||||||||||||||||||
Other comprehensive income | - | (133,389) | 2 | - | (84,427) | - | (32,342) | 17,473 | 1 | 7,351 | 140,727 | 6 | - | - | - | - | - | (84,598) | 205,305 | ||||||||||||||||||
Capital increase | - | - | - | - | 1,559 | - | - | - | - | - | - | - | - | - | 257 | 291 | - | 2,107 | 1,588,083 | ||||||||||||||||||
Reversal of provision for losses on investments | - | - | - | - | (109,463) | - | - | - | - | - | - | - | - | - | - | - | - | (109,463) | (318,931) | ||||||||||||||||||
Impairment of investment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (2,165) | - | - | (2,165) | (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 | - | - | - | - | - | (6) | - | - | - | - | 661 | (790,688) | ||||||||||||||||||
Acquisition of equity interest | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 4,345 | - | 4,345 | - | ||||||||||||||||||
Provision for losses on investments | - | - | 44 | - | 92,286 | - | - | - | 4 | - | - | - | 9 | - | - | - | - | 92,343 | 109,476 | ||||||||||||||||||
Transfer to held for sale and discontinued operations | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (219,666) | ||||||||||||||||||
716 | 6,389,658 | - | 20,790 | - | 5,915 | - | 4,795 | - | 242,147 | 75,354 | 29 | - | 2,363 | 2,291 | 4,636 | - | 6,748,694 | 4,042,451 |
The exchange rate variation gains on the investments in foreign subsidiaries with Brazilian Reais as functional currency, for the nine-month period ended September 30, 2019 totaled R$321,695 (gain of R$475,741 as of September 30, 2018) and for the three-month period ended September 30, 2019 totaled R$372,674 (gain R$58,043 as of September 30, 2018), and has been recognized as financial result in the consolidated statement of income.
On September 30, 2019, these associates, affiliates and joint ventures do not have any restriction to repay their loans or advances to the Company.
90
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
16.3. Summarized financial information of controlled entities with non-controlling interest
BRF AFC | Banvit Bandirma Vitaminli | AKF-Al Khan Foodstuff LLC | Al-Wafi Al-Takamol Food Prod. | FFM Further Processing | |||||||||||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||||||||
Current assets | 314,070 | 287,795 | 882,567 | 677,748 | 169,452 | 156,716 | 948,729 | 726,997 | 16,159 | 12,909 | |||||||||
Non-current assets | 6,758 | 489 | 466,330 | 452,267 | 4,327 | 2,121 | 20,860 | 3,200 | 66,736 | 65,826 | |||||||||
Current liabilities | 35,149 | 63,353 | 546,306 | 518,087 | 104,381 | 94,268 | 800,948 | 585,825 | 11,159 | 7,440 | |||||||||
Non-current liabilities | 6,257 | 2,725 | 165,035 | 68,683 | 2,999 | 2,314 | 19,101 | 13,830 | 2,097 | - | |||||||||
Shareholders' equity | 279,422 | 222,206 | 637,556 | 543,245 | 66,399 | 62,255 | 149,540 | 130,542 | 69,639 | 71,295 | |||||||||
% of share | 75% | 75% | 92% | 92% | 99% | 99% | 75% | 75% | 70% | 70% | |||||||||
Dividends declared to non-controlling shareholders | - | (7,286) | - | - | - | (78) | - | (5,253) | - | - | |||||||||
BRF AFC | Banvit Bandirma Vitaminli | AKF-Al Khan Foodstuff LLC | Al-Wafi Al-Takamol Food Prod. | FFM Further Processing | |||||||||||||||
09.30.19 | 09.30.18 | 09.30.19 | 09.30.18 | 09.30.19 | 09.30.18 | 09.30.19 | 09.30.18 | 09.30.19 | 09.30.18 | ||||||||||
Net Revenue | 449,411 | 386,201 | 1,780,230 | 1,687,377 | 297,248 | 272,644 | 1,243,562 | 1,299,513 | 12,942 | 15,373 | |||||||||
Income (Loss), net | 38,586 | 9,944 | 87,381 | 45,760 | (602) | 3,034 | 9,165 | 104,850 | (5,672) | (5,010) |
91
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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) | 09.30.19 | |||||||
Cost | |||||||||||||
Land | - | 504,851 | 21,120 | 1,985 | (4,843) | (745) | 522,368 | ||||||
Buildings, facilities and improvements | - | 7,108,551 | 2,087,528 | 35,239 | (131,024) | 331,442 | 9,431,736 | ||||||
Machinery and equipment | - | 7,771,340 | 377 | 4,104 | (145,861) | (57,341) | 7,572,619 | ||||||
Furniture and fixtures | - | 102,732 | - | 79 | (4,079) | 3,662 | 102,394 | ||||||
Vehicles | - | 7,491 | 7,669 | - | (6,144) | 901 | 9,917 | ||||||
Construction in progress | - | 418,630 | - | 239,138 | - | (348,323) | 309,445 | ||||||
Advances to suppliers | - | 267 | - | - | - | (267) | - | ||||||
15,913,862 | 2,116,694 | 280,545 | (291,951) | (70,671) | 17,948,479 | ||||||||
Depreciation | |||||||||||||
Land (2) | 20.77% | - | - | (3,218) | - | - | (3,218) | ||||||
Buildings, facilities and improvements | 6.18% | (2,534,557) | - | (449,841) | 14,359 | (8,850) | (2,978,889) | ||||||
Machinery and equipment | 6.59% | (3,485,179) | - | (369,729) | 130,134 | 6,798 | (3,717,976) | ||||||
Furniture | 6.67% | (55,732) | - | (4,014) | 3,668 | 458 | (55,620) | ||||||
Vehicles | 17.12% | (7,221) | - | (1,686) | 1,015 | 1,577 | (6,315) | ||||||
(6,082,689) | - | (828,488) | 149,176 | (17) | (6,762,018) | ||||||||
9,831,173 | 2,116,694 | (547,943) | (142,775) | (70,688) | 11,186,461 |
(1) Refers to the transfer of R$46,555 to intangible assets, R$23,531 to biological assets and R$602 to assets held for sale.
(2) Land depreciation refers to right-of-use assets. The amount of depreciation of R$3,218 was recognized in the formation cost of forests and will be realized in the result upon its exhaustion (note 23.1).
92
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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) | Exchange rate variation | 09.30.19 | ||||||||
Cost | |||||||||||||||
Land | - | 536,878 | 23,453 | 1,985 | (4,843) | 25,136 | 327 | 582,936 | |||||||
Buildings, facilities and improvements | - | 7,590,545 | 2,238,471 | 37,090 | (136,067) | 311,997 | 34,478 | 10,076,514 | |||||||
Machinery and equipment | - | 8,272,920 | 1,101 | 17,028 | (148,105) | (45,329) | 12,813 | 8,110,428 | |||||||
Furniture and fixtures | - | 159,902 | - | 391 | (7,184) | 3,469 | 2,162 | 158,740 | |||||||
Vehicles | - | 17,402 | 94,065 | 6,503 | (7,274) | (11,037) | 6,153 | 105,812 | |||||||
Construction in progress | - | 409,696 | - | 247,871 | - | (338,592) | 578 | 319,553 | |||||||
Advances to suppliers | - | 13,425 | - | 1,748 | - | (16,961) | 4,471 | 2,683 | |||||||
17,000,768 | 2,357,090 | 312,616 | (303,473) | (71,317) | 60,982 | 19,356,666 | |||||||||
Depreciation | |||||||||||||||
Land (2) | 22.42% | - | - | (3,849) | - | - | (45) | (3,894) | |||||||
Buildings, facilities and improvements | 5.80% | (2,602,188) | - | (498,061) | 19,385 | (18,098) | (6,206) | (3,105,168) | |||||||
Machinery and equipment | 6.57% | (3,620,421) | - | (395,944) | 131,611 | 14,104 | (5,171) | (3,875,821) | |||||||
Furniture | 6.67% | (71,062) | - | (8,116) | 4,392 | 1,032 | (844) | (74,598) | |||||||
Vehicles | 35.97% | (10,099) | - | (30,536) | 1,267 | 2,945 | (1,974) | (38,397) | |||||||
(6,303,770) | - | (936,506) | 156,655 | (17) | (14,240) | (7,097,878) | |||||||||
10,696,998 | 2,357,090 | (623,890) | (146,818) | (71,334) | 46,742 | 12,258,788 |
(1) Refers to the transfer of R$47.559 to intangible assets, R$23,531 to biological assets R$244 to assets held for sale.
(2) Land depreciation refers to right-of-use assets. The amount of depreciation of R$3,218 was recognized in the formation cost of forests and will be realized in the result upon its exhaustion (note 23.1).
93
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The Company has fixed assets fully depreciated that are still operating. The composition of these items is set forth below:
Parent company | Consolidated | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Cost | |||||||
Buildings, facilities and improvements | 217,670 | 227,123 | 221,442 | 237,394 | |||
Machinery and equipment | 648,282 | 663,766 | 663,025 | 692,079 | |||
Furniture and fixtures | 18,662 | 20,893 | 24,392 | 27,285 | |||
Vehicles | 6,288 | 4,794 | 6,448 | 5,346 | |||
890,902 | 916,576 | 915,307 | 962,104 |
During the nine-month period ended September 30, 2019, the Company capitalized interests in the amount of R$14,772 in the parent company and consolidated (R$12,652 in the parent company and R$15,664 in the consolidated as of September 30, 2018) and during the three-month period ended September 30, 2019, R$4,229 in the parent company and in the consolidated (R$4,171 in the parent company and R$6,352 in the consolidated as of September 30, 2018). The weighted average interest rate used to determine the capitalized amount was 6.50% p.a. in the parent company and 2.35% p.a. in the consolidated (6.63% p.a. in the parent company and 17.77% p.a. in the consolidated as of September 30, 2018).
The property, plant and equipment items that are pledged as collateral for transactions of different natures are set forth below:
Parent company and Consolidated | ||||||
09.30.19 | 12.31.18 | |||||
Type of collateral | Book value of the collateral | Book value of the collateral | ||||
Land | Financial/Tax | 207,009 | 239,039 | |||
Buildings, facilities and improvements | Financial/Tax | 1,515,585 | 1,800,115 | |||
Machinery and equipment | Financial/Labor/Tax/Civil | 1,532,373 | 1,877,369 | |||
Furniture and fixtures | Financial/Tax | 13,786 | 18,624 | |||
Vehicles | Financial/Tax | 396 | 550 | |||
3,269,149 | 3,935,697 |
94
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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 | 09.30.19 | |||||||
Cost | |||||||||||||
Non-compete agreement | - | 63,624 | - | 8,105 | - | - | 71,729 | ||||||
Goodwill on merged companies | - | 1,783,655 | - | - | - | - | 1,783,655 | ||||||
Outgrowers relationship | - | 15,022 | - | - | - | - | 15,022 | ||||||
Intangible in progress | - | - | - | 39,468 | - | (30,647) | 8,821 | ||||||
Trademarks | - | 1,152,885 | - | - | - | - | 1,152,885 | ||||||
Patents | - | 5,970 | - | - | - | - | 5,970 | ||||||
Software | - | 434,242 | 61 | 44,380 | (63,012) | 77,186 | 492,857 | ||||||
3,455,398 | 61 | 91,953 | (63,012) | 46,539 | 3,530,939 | ||||||||
Amortization | |||||||||||||
Non-compete agreement | 40.70% | (35,246) | - | (17,273) | - | - | (52,519) | ||||||
Outgrowers relationship | 13.07% | (11,552) | - | (1,199) | (3) | - | (12,754) | ||||||
Patents | 20.00% | (5,055) | - | (352) | - | - | (5,407) | ||||||
Software | 32.63% | (249,832) | - | (105,000) | 63,010 | 16 | (291,806) | ||||||
(301,685) | - | (123,824) | 63,007 | 16 | (362,486) | ||||||||
3,153,713 | 61 | (31,871) | (5) | 46,555 | 3,168,453 |
| Consolidated | ||||||||||||||
Weighted average amortization rate (p.a.) | 12.31.18 | Initial adoption | Additions | Disposals | Transfers | Exchange rate variation | 09.30.19 | ||||||||
Cost | |||||||||||||||
Non-compete agreement | - | 90,012 | - | 8,105 | - | - | 1,979 | 100,096 | |||||||
Goodwill on merged companies | - | 1,783,655 | - | - | - | - | - | 1,783,655 | |||||||
Goodwill from subsidiaries | - | 911,312 | - | - | - | - | 56,713 | 968,025 | |||||||
Outgrowers relationship | - | 15,022 | - | - | - | - | - | 15,022 | |||||||
Intangible in progress | - | - | - | 40,017 | - | (30,647) | 32 | 9,402 | |||||||
Trademarks | - | 1,336,162 | - | - | - | - | 1,100 | 1,337,262 | |||||||
Patents | - | 6,066 | - | - | - | - | 7 | 6,073 | |||||||
Customer relationship | - | 896,039 | - | - | - | - | 42,814 | 938,853 | |||||||
Software | - | 491,830 | 61 | 45,100 | (87,618) | 78,189 | 2,092 | 529,654 | |||||||
5,530,098 | 61 | 93,222 | (87,618) | 47,542 | 104,737 | 5,688,042 | |||||||||
Amortization | |||||||||||||||
Non-compete agreement | 32.75% | (45,802) | - | (21,238) | - | - | (1,080) | (68,120) | |||||||
Outgrowers relationship | 13.07% | (11,552) | - | (1,200) | (2) | - | - | (12,754) | |||||||
Patents | 20.00% | (5,149) | - | (354) | - | - | (9) | (5,512) | |||||||
Customer relationship | 6.67% | (172,450) | - | (49,831) | - | - | (13,437) | (235,718) | |||||||
Software | 32.13% | (275,747) | - | (112,180) | 69,375 | 17 | (1,519) | (320,054) | |||||||
(510,700) | - | (184,803) | 69,373 | 17 | (16,045) | (642,158) | |||||||||
5,019,398 | 61 | (91,581) | (18,245) | 47,559 | 88,692 | 5,045,884 |
During the nine-month period ended September 30, 2019, Management did not identify any event that could indicate an impairment of such assets.
95
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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 | 09.30.19 | Borrowing | Amortization | Interest paid | Interest accrued | Exchange rate variation | Current | Non-current | 12.31.18 | ||||||||||||||
Local currency | |||||||||||||||||||||||||||
Working capital | Pre- fixed / CDI | 7.23% | 1.4 | 1,759,456 | 2,987,856 | 4,747,312 | 793,617 | (2,045,966) | (208,863) | 345,500 | - | 1,695,391 | 4,167,633 | 5,863,024 | |||||||||||||
Certificate of agribusiness receivables | CDI / IPCA | 7.24% | 2.7 | 84,206 | 1,485,208 | 1,569,414 | - | (999,904) | (139,633) | 111,449 | - | 1,114,904 | 1,482,598 | 2,597,502 | |||||||||||||
Development bank credit lines | Pre- fixed / Selic / TJLP | 5.01% | 0.5 | 85,877 | - | 85,877 | - | (182,306) | (6,149) | 9,787 | - | 220,414 | 44,131 | 264,545 | |||||||||||||
Export credit facility | CDI | 6.83% | 9.0 | 849 | 1,586,351 | 1,587,200 | (21,354) | (31,701) | (108,845) | 123,773 | - | 39,294 | 1,586,033 | 1,625,327 | |||||||||||||
Special program asset restructuring | IGPM | 8.28% | 0.4 | 280,567 | - | 280,567 | - | - | (7,377) | 14,518 | - | 3,761 | 269,665 | 273,426 | |||||||||||||
Debentures | CDI / IPCA | 7.90% | 6.2 | 13,789 | 745,140 | 758,929 | 744,868 | - | - | 14,061 | - | - | - | - | |||||||||||||
Fiscal incentives | Pre- fixed | 2.40% | - | 25,525 | - | 25,525 | 51,450 | (29,258) | (372) | 388 | - | 3,317 | - | 3,317 | |||||||||||||
2,250,269 | 6,804,555 | 9,054,824 | 1,568,581 | (3,289,135) | (471,239) | 619,476 | - | 3,077,081 | 7,550,060 | 10,627,141 | |||||||||||||||||
Foreign currency | |||||||||||||||||||||||||||
Bonds | Pre- fixed + e.r. USD and EUR | 4.38% | 6.1 | 92,882 | 8,549,469 | 8,642,351 | 3,082,535 | (2,538,010) | (275,075) | 419,242 | 465,856 | 68,053 | 7,419,750 | 7,487,803 | |||||||||||||
Export credit facility | LIBOR + e.r. USD | 5.54% | 3.5 | 114,808 | 312,330 | 427,138 | - | (319,742) | (15,833) | 22,738 | 25,665 | 329,847 | 384,463 | 714,310 | |||||||||||||
Advances for foreign exchange rate contracts | Pre- fixed + e.r. USD | 4.74% (4.67% on 12.31.18) | 0.2 | 345,681 | - | 345,681 | 92,750 | - | - | 10,674 | 28,065 | 214,192 | - | 214,192 | |||||||||||||
553,371 | 8,861,799 |
| 9,415,170 | 3,175,285 | (2,857,752) | (290,908) | 452,654 | 519,586 | 612,092 | 7,804,213 | 8,416,305 | ||||||||||||||||
2,803,640 | 15,666,354 | 18,469,994 | 4,743,866 | (6,146,887) | (762,147) | 1,072,130 | 519,586 | 3,689,173 | 15,354,273 | 19,043,446 |
(1) Weighted average maturity in years.
96
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Consolidated | |||||||||||||||||||||||||||
Charges (p.a.) | Weighted average | WAMT (1) | Current | Non-current | 09.30.19 | Borrowing | Amortization | Interest paid | Interest accrued | Exchange rate variation | Current | Non-current | 12.31.18 | ||||||||||||||
Local currency | |||||||||||||||||||||||||||
Working capital | Pre-fixed / CDI | 7.23% | 1.4 | 1,759,456 | 2,987,856 | 4,747,312 | 793,617 | (2,045,966) | (208,863) | 345,501 | - | 1,695,390 | 4,167,633 | 5,863,023 | |||||||||||||
Certificate of agribusiness receivables | CDI / IPCA | 7.24% | 2.7 | 84,206 | 1,485,208 | 1,569,414 | - | (999,904) | (139,633) | 111,449 | - | 1,114,904 | 1,482,598 | 2,597,502 | |||||||||||||
Development bank credit lines | Pre-fixed / Selic / TJLP | 5.01% | 0.5 | 85,877 | - | 85,877 | - | (182,306) | (6,149) | 9,787 | - | 220,414 | 44,131 | 264,545 | |||||||||||||
Debentures | CDI / IPCA | 7.90% | 6.2 | 13,789 | 745,140 | 758,929 | 744,868 | - | - | 14,061 | - | - | - | - | |||||||||||||
Export credit facility | CDI | 6.83% | 9.0 | 849 | 1,586,351 | 1,587,200 | (21,354) | (31,701) | (108,845) | 123,773 | - | 39,294 | 1,586,033 | 1,625,327 | |||||||||||||
Special program asset restructuring | IGPM | 8.28% | 0.4 | 280,567 | - | 280,567 | - | - | (7,377) | 14,518 | - | 3,761 | 269,665 | 273,426 | |||||||||||||
Fiscal incentives | Pre-fixed | 2.40% | - | 25,525 | - | 25,525 | 51,450 | (29,258) | (372) | 388 | - | 3,317 | - | 3,317 | |||||||||||||
2,250,269 | 6,804,555 | 9,054,824 | 1,568,581 | (3,289,135) | (471,239) | 619,477 | - | 3,077,080 | 7,550,060 | 10,627,140 | |||||||||||||||||
Foreign currency | |||||||||||||||||||||||||||
Bonds | Pre-Fixed + e.r. USD and EUR | 4.46% | 6.0 | 455,876 | 10,591,896 | 11,047,772 | 3,082,535 | (2,538,010) | (385,888) | 505,607 | 637,082 | 99,568 | 9,646,878 | 9,746,446 | |||||||||||||
- | |||||||||||||||||||||||||||
Export credit facility | LIBOR + e.r. USD | 5.54% (2.47% on 12.31.18) | 3.5 | 114,808 | 312,330 | 427,138 | - | (948,647) | (19,662) | 23,703 | (11,448) | 998,730 | 384,462 | 1,383,192 | |||||||||||||
- | |||||||||||||||||||||||||||
Advances for foreign exchange rate contracts | Pre-Fixed + e.r. USD | 4.74% ('4.67% on 12.31.18) | 0.2 | 345,681 | - | 345,681 | 92,750 | - | - | 10,674 | 28,065 | 214,192 | - | 214,192 | |||||||||||||
- | |||||||||||||||||||||||||||
Working capital | Pre-Fixed + e.r. TRY | 17.57% (21.91% on 12.31.18) | 1.3 | 76,334 | 125,375 | 201,709 | 220,377 | (216,369) | (33,025) | 33,697 | 2,555 | 157,819 | 36,655 | 194,474 | |||||||||||||
992,699 | 11,029,601 | 12,022,300 | 3,395,662 | (3,703,026) | (438,575) | 573,681 | 656,254 | 1,470,309 | 10,067,995 | 11,538,304 | |||||||||||||||||
3,242,968 | 17,834,156 | 21,077,124 | 4,964,243 | (6,992,161) | (909,814) | 1,193,158 | 656,254 | 4,547,389 | 17,618,055 | 22,165,444 |
(1) Weighted average maturity in years.
97
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The main characteristics of the loan and financing agreements entered into by the Companywere disclosed in note 19 of financial statements for the year ended December 31, 2018.
On September 30, 2019, the Company did not have financial covenants clauses related to its loan agreements.
19.1. Senior Unsecured notes emission and tender offer
On September 24, 2019 the Company issued senior notes in the amount of USD750,000, maturing on January 24, 2030 and with an interest rate of 4.875% p.a. (yield to maturity of 5.00%) paid on a half-yearly basis. Costs of R$46,540 were incurred to issue the notes, which will be recognized on the statement of income over the term of the debt according to the effective interest rate method.
The Company substantially used the proceedings to settle and renegotiate other debts of shorter term, making a tender offer for the following senior notes:
09.30.19 | ||||||
|
|
|
|
|
| Parent company and Consolidated |
Operation | Maturity | Principal repurchased | Outstanding principal amount | |||
BRF AS BRFSBZ2 | 2022 | 795,932 | 1,475,318 | |||
BRF AS BRFSBZ5 | 2022 | 38,937 | 452,462 | |||
BRF AS BRFSBZ3 | 2023 | 641,363 | 1,440,837 | |||
BRF AS BRFSBZ4 | 2024 | 961,797 | 2,161,503 |
The premium paid on the repurchase was of R$88,673 and was recorded as Financial Expenses. Additionally, R$25,358 of costs that had been deferred were written-off, in proportion to the repurchased debts, recorded also as Financial Expenses.
The Company reserves the right to anticipate the repurchase of other liabilities by tender offer and open market transactions, following with its liability management strategy.
98
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
19.2. Loans and financing maturity schedule
The maturity schedule of the loans and financing balances is as follows:
Parent company | Consolidated | ||
09.30.19 | 09.30.19 | ||
Current | 2,803,640 | 3,242,968 | |
Non-current | 15,666,354 | 17,834,156 | |
2020 - October to december | 967,500 | 967,500 | |
2021 | 2,854,466 | 2,979,841 | |
2022 | 2,141,118 | 2,141,118 | |
2023 | 2,469,042 | 2,469,042 | |
2024 onwards | 7,234,228 | 9,276,655 | |
18,469,994 | 21,077,124 |
19.3. Guarantees
Parent company | Consolidated | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Total of loans and financing | 18,469,994 | 19,043,446 | 21,077,124 | 22,165,444 | |||
Mortgage guarantees | 111,402 | 267,862 | 111,402 | 267,862 | |||
Related to FINEM-BNDES | 85,877 | 217,620 | 85,877 | 217,620 | |||
Related to tax incentives and other | 25,525 | 50,242 | 25,525 | 50,242 |
The Company is the guarantor of a loan obtained by the Instituto Sadia de Sustentabilidade with BNDES. The loan was obtained with the purpose of allowing the implementation of biodigesters in the farms of the outgrowers which take part in the Company´s integration system, targeting the reduction of the emission of Greenhouse Gases. The value of these guarantees on September 30, 2019 totaled R$4,239 (R$5,956 as of December 31, 2018) (see note 29.1).
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 September 30, 2019 totaled R$15,488 (R$29,794 as of December 31, 2018).
On September 30, 2019, the Company contracted bank guarantees in the amount of R$789,630 (R$783,952 as of December 31, 2018) and 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).
99
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
19.4. Commitments
In the normal course of the business, the Company enters into agreements with third parties for the purchase of raw material, mainly corn and soymeal. The agreed prices in these agreements can be fixed or variable. The Company also enters into other agreements, such as electricity supply, packaging supplies, construction of buildings and others for the supply of its manufacturing activities. The firm commitments schedule is set forth below:
Parent company | Consolidated | |||
09.30.19 | 09.30.19 | |||
Current | 4,804,396 | 5,191,066 | ||
Non-current | 2,283,163 | 2,346,380 | ||
2020 - October to december | 270,890 | 293,429 | ||
2021 | 696,837 | 717,176 | ||
2022 | 362,106 | 382,445 | ||
2023 | 204,034 | 204,034 | ||
2024 onwards | 749,296 | 749,296 | ||
7,087,559 | 7,537,446 |
20. TRADE ACCOUNTS PAYABLE
Parent company | Consolidated | ||||||
09.30.19 | Restated (1) | 09.30.19 | Restated (1) | ||||
Domestic suppliers | |||||||
Third parties | 4,751,253 | 4,440,146 | 4,759,524 | 4,458,077 | |||
Related parties | 5,193 | 15,008 | - | - | |||
4,756,446 | 4,455,154 | 4,759,524 | 4,458,077 | ||||
Foreign suppliers | |||||||
Third parties | 364,656 | 374,573 | 976,926 | 1,079,438 | |||
Related parties | - | 315 | - | - | |||
364,656 | 374,888 | 976,926 | 1,079,438 | ||||
(-) Adjustment to present value | (41,614) | (37,487) | (41,631) | (37,507) | |||
5,079,488 | 4,792,555 | 5,694,819 | 5,500,008 | ||||
Current | 5,065,745 | 4,779,752 | 5,681,076 | 5,487,205 | |||
Non-current | 13,743 | 12,803 | 13,743 | 12,803 |
(1) The restatement refers to the separation of the balance of leases, disclosed in the note 23.
For the period ended September 30, 2019, the days payable outstanding is of 97 days (94 days on December 31, 2018).
On the suppliers balance as of September 30, 2019, R$1,520,255 in the parent company and R$1,520,997 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.
100
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
The information on accounts payable involving related parties is set forth in note 29.
21. SUPPLY CHAIN FINANCE
Parent company and Consolidated | ||||
09.30.19 | Restated | |||
Supply chain finance - Domestic suppliers | 457,821 | 715,335 | ||
Supply chain finance - Foreign suppliers | 175,984 | 170,448 | ||
633,805 | 885,783 | |||
(-) Adjustment to present value | (15,212) | (10,483) | ||
618,593 | 875,300 |
The Company has partnerships with several financial institutions that allow the suppliers to anticipate their receivables. The suppliers have the freedom to choose whether to 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.
On September 30, 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 0.50% to 0.75% p.m. (0.52% to 0.75% p.m. on December 31, 2018). On September 30, 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 0.32% to 0.43% p.m. (0.31% to 0.50% p.m. on December 31, 2018).
101
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
22. DERIVATIVE FINANCIAL INSTRUMENTS
Parent company | Consolidated | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Derivatives designated as hedge accounting | |||||||
Assets | |||||||
Currency non-deliverable forward (NDF) | 4,203 | 16,765 | 4,203 | 16,765 | |||
Currency option contracts | 52,620 | 101,417 | 53,634 | 101,426 | |||
Corn non-deliverable forward (NDF) | 21,913 | 22,169 | 21,913 | 22,169 | |||
Corn future contracts - B3 | - | 1 | - | 1 | |||
Soybean non-deliverable forward (NDF) | 1,231 | 591 | 1,231 | 591 | |||
Commodities (soybean meal) non-deliverable forward (NDF) | 2,666 | - | 2,666 | - | |||
Soybean meal option contracts | 1,021 | - | 1,021 | - | |||
Soybean oil option contracts | 445 | - | 445 | - | |||
84,099 | 140,943 | 85,113 | 140,952 | ||||
Liabilities | |||||||
Currency Non-deliverable forward (NDF) | (82,785) | (20,928) | (83,162) | (20,928) | |||
Currency option contracts | (178,573) | (68,531) | (180,432) | (75,779) | |||
Corn non-deliverable forward (NDF) | (50,314) | (3,586) | (50,314) | (3,586) | |||
Corn future contracts - B3 | - | (59) | - | (59) | |||
Commodities (soybean) non-deliverable forward (NDF) | (2,836) | (3,311) | (2,836) | (3,311) | |||
Commodities (soybean meal) non-deliverable forward (NDF) | (1,980) | (2,672) | (1,980) | (2,672) | |||
Soybean meal option contracts | (1,277) | - | (1,277) | - | |||
Soybean oil option contracts | (324) | - | (324) | - | |||
Commodities (soybean oil) non-deliverable forward (NDF) | - | (4,357) | - | (4,357) | |||
Index / currency swap | - | - | - | (82) | |||
(318,089) | (103,444) | (320,325) | (110,774) | ||||
Derivatives not designated as hedge accounting | |||||||
Assets | |||||||
Currency non-deliverable forward (NDF) | 535 | - | 988 | 2,411 | |||
Currency option contracts | - | - | - | 2,575 | |||
Index / stocks / currency swap | 17,987 | 36,401 | 17,987 | 36,401 | |||
18,522 | 36,401 | 18,975 | 41,387 | ||||
Liabilities | |||||||
Currency non-deliverable forward (NDF) | (12,564) | (12,366) | (19,705) | (12,366) | |||
Currency future contracts - B3 | (2,588) | (9,367) | (2,588) | (9,367) | |||
Currency option contracts | - | - | - | (3,374) | |||
Index / stocks / currency swap | (38,219) | (99,154) | (38,219) | (99,154) | |||
(53,371) | (120,887) | (60,512) | (124,261) | ||||
Current assets | 102,424 | 177,344 | 103,891 | 182,339 | |||
Non-current assets | 197 | - | 197 | - | |||
Current liabilities | (330,457) | (224,331) | (339,834) | (235,035) | |||
Non-current liabilities | (41,003) | - | (41,003) | - |
The collaterals 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 – September 30, 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 contractual amendments. Automatic renewals or renewals for undetermined periods are not allowed.
The contract clauses mentioned, with respect to renewal, readjustment and purchase option, are contracted 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.
23.1 Right-of-use assets
Parent company | |||||||||||||
Weighted average depreciation rate (p.a.) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Transfers | 09.30.19 | |||||||
Cost | |||||||||||||
Land | - | - | 21,120 | - | (263) | (200) | 20,657 | ||||||
Buildings | - | 214,171 | 2,087,528 | 31,015 | (113,592) | 21,106 | 2,240,228 | ||||||
Machinery and equipment | - | 129,589 | 377 | 2,560 | (12,472) | (6,414) | 113,640 | ||||||
Facilities | - | 14,492 | - | - | - | (14,492) | - | ||||||
Vehicles | - | - | 7,669 | - | (5,972) | - | 1,697 | ||||||
Software | - | 68,424 | 61 | 3 | (50,160) | 44,377 | 62,705 | ||||||
426,676 | 2,116,755 | 33,578 | (182,459) | 44,377 | 2,438,927 | ||||||||
Depreciation | |||||||||||||
Land | 20.77% | - | - | (3,218) | - | - | (3,218) | ||||||
Buildings | 16.88% | (74,527) | - | (282,371) | 1,271 | (10,013) | (365,640) | ||||||
Machinery and equipment | 36.10% | (75,422) | - | (30,580) | 9,011 | 8,288 | (88,703) | ||||||
Facilities | - | (1,725) | - | - | - | 1,725 | - | ||||||
Vehicles | 30.83% | - | - | (1,280) | 888 | - | (392) | ||||||
Software | 72.80% | (57,486) | - | (34,239) | 50,160 | - | (41,565) | ||||||
(209,160) | - | (351,688) | 61,330 | - | (499,518) | ||||||||
217,516 | 2,116,755 | (318,110) | (121,129) | 44,377 | 1,939,409 |
Consolidated | |||||||||||||||
Weighted average depreciation rate (p.a.) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Exchange rate variation | Transfers | 09.30.19 | ||||||||
Cost | |||||||||||||||
Land | - | - | 23,453 | - | (263) | 161 | (200) | 23,151 | |||||||
Buildings | - | 214,171 | 2,238,471 | 32,512 | (113,593) | 10,450 | 21,106 | 2,403,117 | |||||||
Machinery and equipment | - | 129,589 | 1,101 | 2,560 | (12,472) | 50 | (6,414) | 114,414 | |||||||
Facilities | - | 14,492 | - | - | - | - | (14,492) | - | |||||||
Vehicles | - | - | 94,065 | 6,419 | (7,102) | 6,148 | - | 99,530 | |||||||
Software | - | 68,424 | 61 | 3 | (50,160) | - | 44,377 | 62,705 | |||||||
426,676 | 2,357,151 | 41,494 | (183,590) | 16,809 | 44,377 | 2,702,917 | |||||||||
Depreciation | |||||||||||||||
Land | 22.42% | - | - | (3,850) | - | (44) | - | (3,894) | |||||||
Buildings | 17.90% | (74,527) | - | (318,908) | 1,271 | (2,368) | (10,013) | (404,545) | |||||||
Machinery and equipment | 36.17% | (75,422) | - | (30,819) | 9,012 | (15) | 8,288 | (88,956) | |||||||
Facilities | - | (1,725) | - | - | - | - | 1,725 | - | |||||||
Vehicles | 40.98% | - | - | (29,822) | 1,139 | (1,825) | - | (30,508) | |||||||
Software | 72.80% | (57,486) | - | (34,239) | 50,160 | - | - | (41,565) | |||||||
(209,160) | - | (417,638) | 61,582 | (4,252) | - | (569,468) | |||||||||
217,516 | 2,357,151 | (376,144) | (122,008) | 12,557 | 44,377 | 2,133,449 |
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
23.2 Lease liabilities
Parent company | |||||||||||||||||||||||||
WAMT (1) | Current | Non-current | 09.30.19 | Initial adoption IFRS 16 | Additions | Payments | Interest paid | Interest accrued | Disposals | Current | Non-current | 12.31.18 | |||||||||||||
Local currency | |||||||||||||||||||||||||
Land | 5.0 | 6,196 | 15,596 | 21,792 | 21,120 | - | (720) | (14) | 1,669 | (263) | - | - | - | ||||||||||||
Buildings | 7.4 | 274,191 | 1,694,806 | 1,968,997 | 2,087,527 | 31,016 | (273,043) | (56,068) | 120,138 | (107,585) | 27,553 | 139,459 | 167,012 | ||||||||||||
Machinery and equipment | 1.1 | 30,217 | 3,918 | 34,135 | 377 | 2,560 | (31,844) | (13,053) | 13,053 | (3,492) | 39,477 | 27,057 | 66,534 | ||||||||||||
Vehicles | 2.7 | 555 | 790 | 1,345 | 7,669 | - | (1,120) | (365) | 365 | (5,204) | - | - | - | ||||||||||||
Software | 0.2 | 18,884 | - | 18,884 | 62 | 44,378 | (33,819) | (4) | 4 | 8,263 | 8,263 | ||||||||||||||
330,043 | 1,715,110 | 2,045,153 | 2,116,755 | 77,954 | (340,546) |
| (69,504) | 135,229 | (116,544) | 75,293 | 166,516 | 241,809 |
(1) Weighted average maturity in years.
Consolidated | |||||||||||||||||||||||||||
WAMT (1) | Current | Non-current | 09.30.19 | Initial adoption IFRS 16 | Additions | Payments | Interest paid | Interest accrued | Disposals | Exchange rate variation | Current | Non-current | 12.31.18 | ||||||||||||||
Local currency | |||||||||||||||||||||||||||
Land | 5.5 | 6,865 | 16,918 | 23,783 | 23,453 | - | (1,190) | (364) | 2,018 | (263) | 129 | - | - | - | |||||||||||||
Buildings | 4.5 | 313,997 | 1,781,895 | 2,095,892 | 2,238,470 | 32,512 | (306,895) | (63,807) | 127,876 | (107,585) | 8,309 | 27,553 | 139,459 | 167,012 | |||||||||||||
Machinery and equipment | 1.6 | 30,545 | 4,121 | 34,666 | 1,101 | 2,560 | (32,072) | (13,080) | 13,080 | (3,492) | 35 | 39,477 | 27,057 | 66,534 | |||||||||||||
Vehicles | 2.1 | 33,466 | 36,587 | 70,053 | 94,065 | 6,419 | (28,717) | (5,080) | 5,080 | (6,107) | 4,393 | - | - | - | |||||||||||||
Software | 0.2 | 18,884 | - | 18,884 | 62 | 44,378 | (33,819) | (4) | 4 | - | - | 8,263 | - | 8,263 | |||||||||||||
403,757 | 1,839,521 | 2,243,278 | 2,357,151 | 85,869 | (402,693) |
| (82,335) | 148,058 | (117,447) | 12,866 | 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 | ||
09.30.19 | 09.30.19 | ||
Present value of minimum payments | Present value of minimum payments | ||
Current | 435,981 | 507,235 | |
Non-current | 1,609,172 | 1,736,043 | |
2020 - October to december | 87,506 | 96,809 | |
2021 | 335,211 | 363,917 | |
2022 | 280,068 | 303,215 | |
2023 | 249,023 | 270,083 | |
2024 onwards | 657,364 | 702,019 | |
2,045,153 | 2,243,278 |
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
23.4 Amounts recognized in the statement of income for the period
Below are the amounts recognized in the statement of income for items exempt from IFRS 16 recognition: low value assets, short-term leases and leases with variable payments.
Parent Company | Consolidated | |||||||
July to September 2019 | January to September 2019 | July to September 2019 | January to September 2019 | |||||
Variable payments not included in the lease liabilities | 10,977 | 19,818 | 59,963 | 158,350 | ||||
Expenses related to short-term assets | 45,242 | 137,341 | 50,482 | 176,114 | ||||
Expenses related to low-value assets (1) | 548 | 3,764 | 710 | 4,259 | ||||
56,767 | 160,923 | 111,155 | 338,723 |
(1)Excluded expenses related to short-term assets.
23.5 Sale-leaseback transactions
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 subject to Sale-leaseback operations, both classified as operating leases. In all cases, the respective rental expenses were recognized in the statement of income 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.
In the period ended September 30, 2019, two additional Sale-leaseback transactions were formalized. The Transshipment Set Point (“TSP”) located in the municipality of Bauru and the TSP located in the municipality of Guarulhos were analyzed within the scope of IFRS 16 and the right-of-use assets were recognized as of August 1, 2019, as well as the lease liability related to the leases not yet due of each of the agreements.
24. SHARE-BASED PAYMENT
The rules for 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.
The breakdown of the outstanding granted stock options is set forth as follows:
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.18.14 | 12.17.15 | 12.17.19 | 5,702,714 | 1,013,118 | 14.58 | 63.49 | 83.66 | |||||||
5,702,714 | 1,013,118 | |||||||||||||
Plan II |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04.26.16 | 04.30.17 | 12.30.22 | 8,724,733 | 1,325,000 | 9.21 | 56.00 | 64.07 | |||||||
05.31.16 | 05.31.17 | 12.30.22 | 3,351,220 | 1,168,500 | 10.97 | 46.68 | 53.00 | |||||||
03.30.17 | 03.30.18 | 12.29.23 | 863,528 | 193,045 | 9.45 | 38.43 | 42.30 | |||||||
12,939,481 | 2,686,545 | |||||||||||||
18,642,195 | 3,699,663 |
(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 | 122,834 | 41.85 | ||||
04.26.18 | 04.26.20 | 276,000 | - | 22.29 | ||||
06.14.18 | 06.14.20 | 270,000 | 172,125 | 20.00 | ||||
10.01.18 | 10.01.20 | 2,311,394 | 1,734,566 | 21.44 | ||||
09.01.19 | 09.01.21 | 68,605 | 68,605 | 30.61 | ||||
3,642,845 | 2,098,130 |
(1) Amounts expressed in Brazilian Reais.
The rollforward of the granted options and shares in the nine-month period ended September 30, 2019, is presented as follows:
Consolidated | ||
Outstanding options/shares as of december 31, 2018 | 9,048,405 | |
Issued - grant of 2019 | ||
September 2019 | 68,605 | |
Antecipated transfer | ||
Antecipated transfer on september 2018 (Restricted shares plan) | (54,193) | |
Antecipated transfer on june 2018 (Restricted shares plan) | (97,875) | |
Antecipated transfer on october 2018 (Restricted shares plan) | (191,710) | |
Forfeiture: | ||
Grant of 2018 (Restricted shares) | (444,341) | |
Grant of 2017 (Restricted shares) | (73,307) | |
Grant of 2016 | (1,208,600) | |
Grant of 2014 | (841,635) | |
Grant of 2014 | (407,556) | |
Outstanding options/shares as of september 30, 2019 | 5,797,793 |
106
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 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$64,80 (sixty-four Brazilian Reais and eighty cents), and the weighted average of the remaining vesting period is 30 months.
The Company has registered as capital reserve, under shareholders’ equity, the fair value of the options in the amount of R$269,735 (R$262,306 as of December 31, 2018). In the statement of income for the nine-month period ended September 30, 2019 the amount recognized as expense was R$7,429 (R$7,929 as of September 30, 2018) and R$4,262 of expense for the three-month period ended September 30, 2019 (R$5,777 as of September 30, 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 | ||||||
09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||
Medical assistance | 159,173 | 149,046 | 159,173 | 149,046 | |||
F.G.T.S. Penalty (1) | 181,321 | 167,588 | 181,321 | 167,588 | |||
Award for length of service | 60,339 | 55,134 | 60,339 | 55,134 | |||
Other | 35,097 | 32,597 | 117,808 | 96,383 | |||
435,930 | 404,365 | 518,641 | 468,151 | ||||
Current | 91,010 | 91,010 | 95,006 | 94,728 | |||
Non-current | 344,920 | 313,355 | 423,635 | 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 nine-month period ended September 30, 2019 against comprehensive income a gain of R$10,116 in the parent company and R$9,778 in consolidated (R$10,620 in the parent company and consolidated as of September 30, 2018) and R$4,805 for three-months period ended September 30, 2019 in the parent company and R$4,822 in consolidated (R$3,785 in the parent company and consolidated as of September 30, 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.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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 with "possible" loss are disclosed based on reasonable estimates.
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 | |||||||||
|
|
|
|
|
|
|
| 09.30.19 | |
Tax | Labor | Civil, commercial and other | Contingent liabilities | Total | |||||
Beginning balance | 230,150 | 466,713 | 279,591 | 369,631 | 1,346,085 | ||||
Additions | 414,730 | 412,573 | 34,904 | - | 862,207 | ||||
Reversals | (35,095) | (150,875) | (21,434) | (35,062) | (242,466) | ||||
Payments | (182,934) | (290,783) | (18,047) | - | (491,764) | ||||
Price index update | 424,450 | 112,852 | 25,704 | - | 563,006 | ||||
Ending balance | 851,301 | 550,480 | 300,718 | 334,569 | 2,037,068 | ||||
Current | 1,203,904 | ||||||||
Non-current | 833,164 | ||||||||
Consolidated | |||||||||
|
|
|
|
|
|
|
| 09.30.19 | |
Tax | Labor | Civil, commercial and other | Contingent liabilities | Total | |||||
Beginning balance | 230,149 | 468,513 | 281,958 | 369,631 | 1,350,251 | ||||
Additions | 414,928 | 413,714 | 35,661 | 124 | 864,427 | ||||
Reversals | (35,095) | (151,528) | (23,565) | (35,062) | (245,250) | ||||
Payments | (182,934) | (290,783) | (18,047) | - | (491,764) | ||||
Price index update | 424,450 | 112,852 | 25,704 | - | 563,006 | ||||
Exchange rate variation | (38) | 14 | (141) | (24) | (189) | ||||
Ending balance | 851,460 | 552,782 | 301,570 | 334,669 | 2,040,481 | ||||
Current | 1,206,994 | ||||||||
Non-current | 833,487 |
108
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
In the second quarter of 2019, the judgment of the embargoes of the General Repercussion in the Federal Supreme Court that discusses the ICMS (“State VAT”) credit of products that composes the basic food basket was finalized. This appeal intended to obtain the modulation of the effects of the negative decision from 2015. As a result of this judgment, the modulation request was dismissed. New declaration embargoes were opposed, requiring the modulation of the effects for the period prior to 2005. Notwithstanding, the Company, together with its lawyers, understands that the outlook is of probable loss. Therefore, a liability of R$749,177 was recognized, of which R$358,935 is related to the principal amount and was recorded under other operating expenses and R$390,242 of interest and monetary corrections were recorded under financial expenses.
26.1.1 Investigation by the Turkish Competition Board
The Turkish Competition Board (“TCB”) 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, therefore in the period before to the totally assumption of operations by BRF.
On September 17, 2019, TCB announced the final decision on this investigation, in which it imposed an administrative fine equivalent to R$22,507 (TRY 30,518), which can be reduced by 25% in case of anticipated payment.
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 losses
The Company is involved in other civil, commercial and others (environmental and regulatory nature included), tax, 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 September 30, 2019, the total amount of the possible contingencies was R$13,431,839 (R$13,965,789 as of December 31, 2018), of which R$334,669 (R$369,631 as of December 31, 2018) were recorded at fair value as a result of the business combination 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).
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
27. SHAREHOLDERS’ EQUITY
27.1. Capital stock
On September 30, 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 | |||
09.30.19 | 12.31.18 | ||
Common shares | 812,473,246 | 812,473,246 | |
Treasury shares | (713,446) | (1,057,224) | |
Outstanding shares | 811,759,800 | 811,416,022 |
27.3. Rollforward of outstanding shares
Consolidated | ||||
Quantity of outstanding of shares | ||||
09.30.19 | 12.31.18 | |||
Shares at the beggining of the period | 811,416,022 | 811,139,545 | ||
Delivery of restricted shares | 343,778 | 276,477 | ||
Shares at the end of the period | 811,759,800 | 811,416,022 |
27.3.1 Treasury shares
The Company has 713,446 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$27,254.
Consolidated | ||||
Quantity of outstanding of shares | ||||
09.30.19 | 12.31.18 | |||
Shares at the beggining of the period | 1,057,224 | 1,333,701 | ||
Delivery of restricted shares | (343,778) | (276,477) | ||
Shares at the end of the period | 713,446 | 1,057,224 |
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
28. EARNINGS (LOSS) PER SHARE
Continued operations | July to September 2019 | January to September 2019 | July to September 2018 | January to September 2018 | |||
Basic numerator | |||||||
Net (loss) for the period attributable to controlling shareholders | 435,108 | 510,939 | (850,967) | (2,453,121) | |||
Basic denominator | |||||||
Common shares | 812,473,246 | 812,473,246 | 812,473,246 | 812,473,246 | |||
Weighted average number of outstanding shares - basic (except treasury shares) | 811,536,857 | 811,464,814 | 811,284,062 | 811,254,621 | |||
Net (loss) per share basic - R$ | 0.53615 | 0.62965 | (1.04891) | (3.02386) | |||
Diluted numerator | |||||||
Net (loss) for the period attributable to controlling shareholders | 435,108 | 510,939 | (850,967) | (2,453,121) | |||
Diluted denominator | |||||||
Weighted average number of outstanding shares - basic (except treasury shares) | 811,536,857 | 811,464,814 | 811,284,062 | 811,254,621 | |||
Weighted average number of outstanding shares - diluted | 811,536,857 | 811,464,814 | 811,284,062 | 811,254,621 | |||
Net (loss) per share diluted - R$ | 0.53615 | 0.62965 | (1.04891) | (3.02386) | |||
Discontinued operations | July to September 2019 | January to September 2019 | Restated | Restated | |||
Basic numerator | |||||||
Net (loss) for the period attributable to controlling shareholders | (141,201) | (895,142) | 51,986 | 101,319 | |||
Basic denominator | |||||||
Common shares | 812,473,246 | 812,473,246 | 812,473,246 | 812,473,246 | |||
Weighted average number of outstanding shares - basic (except treasury shares) | 811,536,857 | 811,464,814 | 811,284,062 | 811,254,621 | |||
Net (loss) per share basic - R$ | (0.17399) | (1.10312) | 0.06408 | 0.12489 | |||
Diluted numerator | |||||||
Net (loss) for the period attributable to controlling shareholders | (141,201) | (895,142) | 51,986 | 101,319 | |||
Diluted denominator | |||||||
Weighted average number of outstanding shares - basic (except treasury shares) | 811,536,857 | 811,464,814 | 811,284,062 | 811,254,621 | |||
Weighted average number of outstanding shares - diluted | 811,536,857 | 811,464,814 | 811,284,062 | 811,254,621 | |||
Net (loss) per share diluted - R$ | (0.17399) | (1.10312) | 0.06408 | 0.12489 |
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Continued and discontinued operations | July to September 2019 | January to September 2019 | Restated July to September 2018 | Restated January to September 2018 | |||
Basic numerator | |||||||
Net (loss) for the period attributable to controlling shareholders | 293,907 | (384,203) | (798,981) | (2,351,802) | |||
Basic denominator | |||||||
Common shares | 812,473,246 | 812,473,246 | 812,473,246 | 812,473,246 | |||
Weighted average number of outstanding shares - basic (except treasury shares) | 811,536,857 | 811,464,814 | 811,284,062 | 811,254,621 | |||
Net (loss) per share basic - R$ | 0.36216 | (0.47347) | (0.98484) | (2.89897) | |||
Diluted numerator | |||||||
Net (loss) for the period attributable to controlling shareholders | 293,907 | (384,203) | (798,981) | (2,351,802) | |||
Diluted denominator | |||||||
Weighted average number of outstanding shares - basic (except treasury shares) | 811,536,857 | 811,464,814 | 811,284,062 | 811,254,621 | |||
Weighted average number of outstanding shares - diluted | 811,536,857 | 811,464,814 | 811,284,062 | 811,254,621 | |||
Net (loss) per share diluted - R$ | 0.36216 | (0.47347) | (0.98484) | (2.89897) |
The diluted result is calculated considering the number of potential shares (stock options), however, because the share price at September 30, 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 – September 30, 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 | ||||||||||||||
09.30.19 | 12.31.18 | 12.31.18 | 09.30.19 | 12.31.18 | 12.31.18 | 09.30.19 | 12.31.18 | 09.30.19 | 12.31.18 | ||||||||||
Al Khan Foodstuff LLC ("AKF") | 473 | - | - | - | - | - | - | - | - | - | |||||||||
Al-Wafi Food Products Factory LLC | - | - | - | - | (70) | - | 30 | 30 | (958) | (891) | |||||||||
Avex S.A. | - | 137,804 | - | - | - | - | - | - | - | - | |||||||||
Banvit | - | - | - | - | - | - | 719 | 47 | - | - | |||||||||
BFF International Ltd. | - | - | - | - | - | - | 2,271 | 2,113 | - | - | |||||||||
BRF Al Yasra | - | - | - | - | - | - | - | - | (4,128) | (3,847) | |||||||||
BRF Energia S.A. | - | - | 27 | (5,193) | (14,841) | 1,205 | - | - | - | - | |||||||||
BRF Foods GmbH | 879,567 | 2,558,263 | - | - | - | - | - | - | - | - | |||||||||
BRF Foods GmbH - Branch | - | - | - | - | - | - | 1,177 | 719 | (1,789) | (1,666) | |||||||||
BRF Foods LLC | - | - | - | - | - | - | 480 | 407 | (11) | - | |||||||||
BRF Global GmbH | 2,248,948 | 1,387,910 | - | - | - | - | - | - | (3,098,553) | (1) | (3,700,581) | ||||||||
BRF GmbH | - | - | - | - | - | - | 1,522 | - | (1,314,596) | (1,584) | |||||||||
BRF Pet S.A. | 535 | 233 | 438 | - | (167) | - | 148 | 3 | (3) | - | |||||||||
Campo Austral | - | 48,722 | - | - | - | - | - | - | - | - | |||||||||
Federal Foods | - | - | - | - | - | - | - | - | - | (78) | |||||||||
Federal Foods Qatar | - | - | - | - | - | - | - | - | (146) | (135) | |||||||||
FFM Further | - | - | - | - | - | - | 70 | 70 | - | - | |||||||||
Highline International Ltd. | - | - | - | - | - | - | - | - | (7,595) | (7,067) | |||||||||
One Foods Holdings | - | - | - | - | - | - | 5,850 | 5,444 | - | - | |||||||||
Perdigão International Ltd. | - | - | - | - | - | - | - | - | (934,966) | (1) | (870,371) | ||||||||
Quickfood S.A. | - | 19,860 | - | - | (111) | 133,043 | - | - | - | - | |||||||||
Sadia Alimentos S.A. | - | 16,665 | - | - | (134) | - | - | - | (9,461) | - | |||||||||
Sadia Chile S.A. | 94,964 | 94,789 | - | - | - | - | - | - | - | - | |||||||||
Sadia Uruguay S.A. | 39,991 | 6,676 | - | - | - | - | - | - | (56,454) | - | |||||||||
VIP S.A. Empreendimentos e Partic. Imob. | - | - | 713 | - | - | - | - | - | - | - | |||||||||
Total | 3,264,478 | 4,270,922 | 1,178 | (5,193) | (15,323) | 134,248 | 12,267 | 8,833 | (5,428,660) | (4,586,220) |
(1) The amount corresponds to export pre-payment, usual operation between the productive units in Brazil with the wholly-owned subsidiaries BRF Global GmbH and Perdigão International Ltd. that operate as a trading companies in the international market.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Revenue | Financial results, net | Purchases | |||||||||||||||||||||
July to September 2019 | January to September 2019 | July to September 2018 | January to September 2018 | July to September 2019 | January to September 2019 | July to September 2018 | January to September 2018 | July to September 2019 | January to September 2019 | July to September 2018 | January to September 2018 | ||||||||||||
Avex S.A. | - | 1,439 | 33,377 | 71,823 | - | - | - | - | - | - | - | (427) | |||||||||||
BRF Energia S.A. | - | - | - | - | - | - | - | - | (53,748) | (170,939) | (51,388) | (159,681) | |||||||||||
BRF Foods GmbH | 39,641 | 158,138 | - | - | - | - | - | - | - | - | - | - | |||||||||||
BRF Global GmbH | 2,495,891 | 7,099,674 | 1,117,015 | 3,332,729 | (35,667) | (83,717) | (26,700) | (59,991) | - | - | - | - | |||||||||||
BRF Pet S.A. | 1,087 | 1,837 | 383 | 536 | - | - | - | - | - | (26) | (49) | (49) | |||||||||||
Campo Austral | - | 1,448 | 1,173 | 6,647 | - | - | - | - | - | - | - | - | |||||||||||
Perdigão International Ltd. | - | - | - | - | (13,288) | (38,608) | (11,053) | (33,411) | - | - | - | - | |||||||||||
Quickfood S.A. | - | - | 5,860 | 25,729 | - | - | - | - | - | - | (577) | (1,161) | |||||||||||
Sadia Alimentos S.A. | - | - | - | - | (249) | (980) | - | - | - | - | - | - | |||||||||||
Sadia Chile S.A. | 21,579 | 51,749 | 27,513 | 80,813 | - | - | - | - | - | (46) | - | - | |||||||||||
Sadia Uruguay S.A. | 10,925 | 30,917 | 4,351 | 14,688 | (1,286) | (3,255) | - | - | - | - | - | - | |||||||||||
SHB Com. e Ind. de Alim. S.A | - | - | 752,367 | 2,258,699 | - | - | - | - | - | - | (500,384) | (1,514,338) | |||||||||||
UP! Alimentos Ltda. | - | - | 3,011 | 9,662 | - | - | - | - | - | - | (36,557) | (100,222) | |||||||||||
Edavila Consultoria Empresarial Eireli | - | - | - | - | - | - | - | - | - | - | - | (40) | |||||||||||
Total | 2,569,123 | 7,345,202 | 1,945,050 | 5,801,326 | (50,490) | (126,560) | (37,753) | (93,402) | (53,748) | (171,011) | (588,955) | (1,775,918) |
All Companies set forth in note 1.1, which describes the relationship with BRF as well as the nature of the operations of each entity, are controlled by BRF, except for UP! Alimentos, PP-BIO, PR-SAD and SATS BRF, which are associates or joint ventures.
The Company recorded a liability in the amount of R$918 (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 September 30, 2019 the Company recorded a payable to this entity of R$3,321 included in other liabilities (R$4,666 as of December 31, 2018).
The Company enters into loan agreements with its subsidiaries in order to comply with its cash management strategy. Below a summary of the balances and rates charged for the transactions at the statement of financial position date are demonstrated:
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
|
| 09.30.19 |
|
| 12.31.18 | |||||||
Counterparty | Interest rate (p.a.) | Interest rate (p.a.) | ||||||||||
Creditor | Debtor | Currency | Balance | Balance | ||||||||
BRF GMBH | BRF Global GmbH | USD | 759,905 | 4.5% | 1,438,778 | 3.3% | ||||||
BRF GMBH | Federal Foods Qatar | USD | 568,873 | 4.5% | 520,679 | 4.5% | ||||||
Sadia International Ltd. | Wellax Food Logistics | USD | 240,598 | 4.5% | 223,299 | 4.5% | ||||||
Perdigão International Ltd. | BRF Global GmbH | USD | 226,736 | 4.5% | 205,768 | 3.4% | ||||||
BRF GMBH | BRF Global GmbH | EUR | 168,013 | 4.0% | 161,535 | 2.0% | ||||||
BRF GMBH | Perdigão International Ltd. | USD | 97,751 | 4.5% | 88,354 | 3.9% | ||||||
BRF GMBH | BRF Foods LLC | USD | 90,805 | 2.5% | 83,224 | 2.5% | ||||||
BRF GMBH | Eclipse Holding Cooperatief | USD | 28,728 | 4.5% | 25,863 | 4.5% | ||||||
Wellax Food Logistics | BRF GMBH | USD | 16,280 | 4.5% | 20,826 | 3.9% | ||||||
BRF GMBH | BFF International | USD | 4,505 | 4.8% | 15,907 | 1.2% | ||||||
BRF GMBH | BRF Hong Kong | USD | 2,081 | 4.5% | 12,454 | 4.5% | ||||||
Perdigão International Ltd. | BRF Foods LLC | USD | 5,241 | 1.0% | 4,841 | 1.0% | ||||||
Wellax Food Logistics | BRF Foods LLC | USD | 3,015 | 7.0% | 2,702 | 7.0% | ||||||
One Foods Holdings | FFM Further Processing | USD | 2,097 | 4.2% | - | - | ||||||
BRF GMBH | BRF Austria GmbH | USD | 1,058 | 4.0% | 957 | 4.0% | ||||||
BRF Foods Gmbh | BRF Global GmbH | USD | - | - | 520,551 | 2.0% | ||||||
BRF Invicta Food | BRF Invicta | GBP | - | - | 118,443 | 1.8% | ||||||
BRF Holland B.V. | BRF BV | EUR | - | - | 15,158 | 0.0% | ||||||
Qualy B. V. | BRF Holland B.V. | EUR | - | - | 12,567 | 0.6% | ||||||
BRF Foods Gmbh | One Foods Holdings | USD | - | - | 12,092 | 2.7% | ||||||
BRF GMBH | Sadia International Ltd. | USD | - | - | 6,081 | 5.2% | ||||||
Golden Quality Foods Netherlands | BRF Holland B.V. | EUR | - | - | 4,218 | 0.6% | ||||||
Invicta Food Product | BRF Wrexham | GBP | - | - | 3,399 | 1.8% | ||||||
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 BRF Previdência. For the nine-month period ended September 30, 2019, the total amount paid as rent was R$13,650 (R$12,693 for the nine-month period ended September 30, 2018), and for the three-month period ended September 30, 2019, the total amount paid was R$5,188 (R$4,231 for the three-month period ended September 30, 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
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
Key management personnel include board members, statutory directors and the head of internal audit.
The total remuneration and benefits expense with these professionals are set forth below:
Consolidated | |||||||
July to September 2019 | January to September 2019 | July to September 2018 | January to September 2018 | ||||
Salary and profit sharing | 16,741 | 39,463 | (613) | 24,252 | |||
Short term benefits (1) | 56 | 187 | 21 | 41 | |||
Private pension | 238 | 540 | 120 | 354 | |||
Post-employment benefits | 78 | 125 | 6 | 84 | |||
Termination benefits | 3,403 | 11,572 | 2,181 | 7,625 | |||
Share-based payment | 4,205 | 8,188 | 978 | 4,650 | |||
24,721 | 60,075 | 2,693 | 37,006 |
(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$26,731 for the nine-month period ended September 30, 2019 (R$25,164 for the nine-month period ended September 30, 2018) and R$3,680 for the three-month period ended September 30, 2019 (R$4,643 for the three-month period ended September 30, 2018).
30. NET SALES
Parent company | Consolidated | ||||||||||||||
July to September 2019 | January to September 2019 | Restated | Restated | July to September 2019 | January to September 2019 | Restated | Restated | ||||||||
Gross sales | |||||||||||||||
Brazil | 5,409,952 | 15,361,826 | 5,228,744 | 14,599,325 | 5,409,952 | 15,361,894 | 5,229,248 | 14,600,302 | |||||||
International | 2,661,819 | 7,632,039 | 1,048,678 | 3,390,588 | 4,179,103 | 11,924,715 | 3,676,338 | 10,400,166 | |||||||
Other segments | 297,414 | 855,721 | 1,020,421 | 2,896,514 | 303,930 | 858,900 | 282,645 | 705,765 | |||||||
8,369,185 | 23,849,586 | 7,297,843 | 20,886,427 | 9,892,985 | 28,145,509 | 9,188,231 | 25,706,233 | ||||||||
Sales deductions | |||||||||||||||
Brazil | (1,027,779) | (2,957,599) | (1,106,090) | (3,044,673) | (1,027,779) | (2,957,558) | (1,106,051) | (3,044,230) | |||||||
International | (34,234) | (89,854) | (15,592) | (49,523) | (383,147) | (949,390) | (244,209) | (673,639) | |||||||
Other segments | (25,419) | (76,586) | (51,165) | (135,643) | (22,573) | (81,816) | (36,075) | (89,095) | |||||||
(1,087,432) | (3,124,039) | (1,172,847) | (3,229,839) | (1,433,499) | (3,988,764) | (1,386,335) | (3,806,964) | ||||||||
|
|
|
|
|
|
|
| ||||||||
Net sales | |||||||||||||||
Brazil | 4,382,173 | 12,404,227 | 4,122,654 | 11,554,652 | 4,382,173 | 12,404,336 | 4,123,197 | 11,556,072 | |||||||
International | 2,627,585 | 7,542,185 | 1,033,086 | 3,341,065 | 3,795,956 | 10,975,325 | 3,432,129 | 9,726,527 | |||||||
Other segments | 271,995 | 779,135 | 969,256 | 2,760,871 | 281,357 | 777,084 | 246,570 | 616,670 | |||||||
7,281,753 | 20,725,547 | 6,124,996 | 17,656,588 | 8,459,486 | 24,156,745 | 7,801,896 | 21,899,269 |
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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$47,786 for the nine-month period ended September 30, 2019 (R$39,695 for the nine-month period ended September 30, 2018) and R$16,270 for the three-month period ended September 30, 2019 (R$12,636 for the three-month period ended September 30, 2018).
32. OTHER OPERATING INCOME (EXPENSES), NET
Parent company | Consolidated | ||||||||||||||
July to September 2019 | January to September 2019 | Restated | Restated | July to September 2019 | January to September 2019 | Restated | Restated | ||||||||
Income | |||||||||||||||
Recovery of expenses (1) | 498,477 | 1,201,800 | 10,506 | 47,711 | 498,500 | 1,203,311 | 11,460 | 50,232 | |||||||
Provision reversal | 852 | 14,932 | 3,393 | 16,583 | 852 | 14,937 | 5,818 | 18,080 | |||||||
Net gains on disposal of investments | - | - | - | - | 16,184 | 9,982 | - | - | |||||||
Scrap sales | 2,788 | 8,653 | 2,790 | 7,971 | 2,849 | 9,686 | 3,680 | 10,630 | |||||||
Gain on the disposal of property, plant and equipment | - | 11,146 | - | - | - | 2,925 | 4,576 | - | |||||||
Rewards and short-term incentive | - | - | - | 18,253 | - | - | - | 7,159 | |||||||
Other | 4,356 | 8,945 | 9,439 | 15,297 | 7,274 | 26,034 | 12,658 | 27,271 | |||||||
506,473 | 1,245,476 | 26,128 | 105,815 | 525,659 | 1,266,875 | 38,192 | 113,372 | ||||||||
Expenses | |||||||||||||||
Provision for civil and tax risks (2) | (35,726) | (399,610) | (44,805) | (46,434) | (35,811) | (399,729) | (47,773) | (51,102) | |||||||
Rewards and short-term incentive | (68,482) | (170,166) | (28,011) | - | (69,782) | (180,237) | (30,952) | - | |||||||
Expenses arising from Trapaça Operation | (15,492) | (50,556) | (8,370) | (52,108) | (16,833) | (59,153) | (8,370) | (52,108) | |||||||
Demobilization expenses | (21,905) | (39,092) | - | (5,513) | (28,599) | (46,683) | - | (5,620) | |||||||
Other employees benefits | (8,358) | (23,274) | (7,446) | (22,339) | (8,358) | (25,732) | (7,686) | (23,069) | |||||||
Management Participation | (18,437) | (18,437) | - | - | (18,437) | (18,437) | - | - | |||||||
Insurance claims costs | (3,239) | (17,084) | (4,922) | (10,196) | (360) | (15,337) | (5,118) | (12,958) | |||||||
Costs on business disposed | - | - | - | (27,848) | - | - | - | (27,848) | |||||||
Net loss from the disposals of property, plant and equipment | (13,077) | - | (9,399) | (16,395) | (15,323) | - | - | (18,180) | |||||||
Restructuring | - | - | - | (17,028) | - | - | - | (17,028) | |||||||
Net loss on the disposals of investments | - | (482) | (3,214) | (3,214) | - | - | (3,214) | (3,214) | |||||||
Other | (35,923) | (65,425) | - | (10,221) | (42,809) | (78,419) | - | (20,162) | |||||||
(220,639) | (784,126) | (106,167) | (211,296) | (236,312) | (823,727) | (103,113) | (231,289) | ||||||||
285,834 | 461,350 | (80,039) | (105,481) | 289,347 | 443,148 | (64,921) | (117,917) |
(1) Includes the effects of the final decision related to the exclusion of ICMS from the PIS and COFINS calculation base, as described in note 11.
(2) Includes the effects of the tax contingency on ICMS credit in the basic food basket products, as described in note 26.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
33. FINANCIAL INCOME (EXPENSES), NET
Parent company | Consolidated | ||||||||||||||
July to September 2019 | January to September 2019 | Restated | Restated | July to September 2019 | January to September 2019 | Restated | Restated | ||||||||
Financial income | |||||||||||||||
Interest on assets (1) | 559,419 | 998,259 | 42,977 | 208,092 | 559,913 | 999,411 | 44,980 | 215,621 | |||||||
Exchange rate variation on other assets | 49,702 | 37,746 | 9,312 | 39,278 | 359,108 | 420,557 | 76,338 | 268,831 | |||||||
Exchange rate variation on net assets of foreign subsidiaries | - | - | - | - | 372,674 | 321,695 | 58,043 | 475,741 | |||||||
Interest on cash and cash equivalents | 30,258 | 87,326 | 45,819 | 104,811 | 36,179 | 103,006 | 60,101 | 133,766 | |||||||
Exchange rate variation on marketable securities | 14,267 | 22,985 | 420 | 2,828 | 64,365 | 77,015 | 9,294 | 33,826 | |||||||
Interests on financial assets classified as | |||||||||||||||
Amortized cost | 16,353 | 50,751 | 24,330 | 63,171 | 31,528 | 75,753 | 24,329 | 77,434 | |||||||
Fair value throught profit and loss | 6,047 | 16,291 | 4,534 | 9,545 | 6,271 | 16,127 | 4,534 | 10,106 | |||||||
Fair value throught other comprehensive income | - | - | - | - | 182 | 505 | 179 | 477 | |||||||
Impairment on marketable securities | - | - | - | - | - | 3,377 | - | - | |||||||
Gain on derivative transactions, net | 62,698 | - | 132,913 | 381,444 | 18,962 | - | 96,653 | 79,970 | |||||||
738,744 | 1,213,358 | 260,305 | 809,169 | 1,449,182 | 2,017,446 | 374,451 | 1,295,772 | ||||||||
Financial expenses | |||||||||||||||
Interest on loans and financing (2) | (483,591) | (1,072,134) | (258,461) | (669,388) | (526,019) | (1,200,579) | (353,264) | (947,675) | |||||||
Interest on liabilities (3) | (120,589) | (694,326) | (38,292) | (104,245) | (124,646) | (686,772) | (41,471) | (108,910) | |||||||
Exchange rate variation on loans and financing | (528,676) | (508,246) | (252,944) | (824,235) | (611,632) | (605,081) | (373,880) | (1,415,133) | |||||||
Adjustment to present value | (80,568) | (224,068) | (62,340) | (175,757) | (79,692) | (224,833) | (75,014) | (212,928) | |||||||
Exchange rate variation on other liabilities | (527,416) | (468,385) | (196,626) | (863,281) | (226,179) | (167,774) | (39,615) | (68,308) | |||||||
Loss on derivative transactions, net | - | (83,342) | - | - | - | (140,621) | - | - | |||||||
Loss on grains price variation | (1,624) | (7,157) | (19,706) | (108,392) | (1,624) | (7,158) | (20,147) | (117,744) | |||||||
Impairment on marketable securities | - | - | - | - | (2,645) | - | - | - | |||||||
Interest expenses on loans to related parties | (50,490) | (126,560) | (37,753) | (93,402) | - | - | - | - | |||||||
Others | (41,886) | (154,687) | (21,633) | (72,979) | (133,434) | (308,904) | (113,539) | (309,570) | |||||||
(1,834,840) | (3,338,905) | (887,755) | (2,911,679) | (1,705,871) | (3,341,722) | (1,016,930) | (3,180,268) | ||||||||
(1,096,096) | (2,125,547) | (627,450) | (2,102,510) | (256,689) | (1,324,276) | (642,479) | (1,884,496) |
(1) Includes the financial effects of the final decision related to the exclusion of ICMS from the PIS and COFINS calculation base, as described in note 11.
(2) Includes the premium paid effects of bonds repurchases and write-off of deferred costs, as describe in note 19.1.
(3) Includes the financial effects of the tax contingency on ICMS credit in the basic food basket products, as described in note 26.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
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 | ||||||||||||
July to September 2019 | January to September 2019 | Restated | Restated | July to September 2019 | January to September 2019 | Restated | Restated | ||||||||
Costs of sales | |||||||||||||||
Raw materials and consumables | 3,806,947 | 11,013,535 | 4,058,743 | 11,586,984 | 4,454,981 | 12,679,646 | 4,170,282 | 12,771,047 | |||||||
Depreciation | 412,332 | 1,245,554 | 267,951 | 821,778 | 443,070 | 1,336,559 | 332,289 | 1,023,809 | |||||||
Amortization | 21,156 | 57,385 | 14,595 | 43,811 | 34,898 | 97,718 | 19,694 | 58,977 | |||||||
Salaries and employees benefits | 931,189 | 2,690,968 | 716,879 | 2,169,909 | 944,832 | 2,730,250 | 878,083 | 2,740,724 | |||||||
Others | 539,769 | 1,623,621 | 423,750 | 1,252,256 | 486,112 | 1,608,260 | 1,078,006 | 2,007,416 | |||||||
5,711,393 | 16,631,063 | 5,481,918 | 15,874,738 | 6,363,893 | 18,452,433 | 6,478,354 | 18,601,973 | ||||||||
Sales expenses | |||||||||||||||
Depreciation | 27,880 | 77,741 | 16,596 | 49,016 | 48,122 | 137,917 | 17,586 | 52,095 | |||||||
Amortization | 18,298 | 50,778 | 10,705 | 31,934 | 23,891 | 67,216 | 13,106 | 45,368 | |||||||
Salaries and employees benefits | 302,379 | 810,981 | 236,953 | 685,371 | 367,492 | 999,442 | 298,123 | 871,621 | |||||||
Indirect and direct logistics expenses | 470,344 | 1,338,022 | 352,378 | 1,016,545 | 534,130 | 1,536,511 | 563,094 | 1,642,978 | |||||||
Marketing | 69,147 | 290,787 | 72,788 | 261,670 | 44,168 | 381,616 | 91,842 | 339,854 | |||||||
Others | 100,044 | 307,719 | 108,239 | 316,231 | 142,492 | 429,665 | 144,184 | 314,543 | |||||||
988,092 | 2,876,028 | 797,659 | 2,360,767 | 1,160,295 | 3,552,367 | 1,127,935 | 3,266,459 | ||||||||
Administrative expenses | |||||||||||||||
Depreciation | 4,208 | 12,906 | 4,220 | 12,897 | 6,157 | 18,462 | 9,039 | 29,986 | |||||||
Amortization | 4,382 | 15,663 | 9,410 | 27,103 | 5,901 | 21,339 | 33,658 | 62,095 | |||||||
Salaries and employees benefits | 45,059 | 130,341 | 38,346 | 92,759 | 72,304 | 215,186 | 69,345 | 186,857 | |||||||
Fees | 10,115 | 24,330 | 2,226 | 15,908 | 10,115 | 24,330 | 2,684 | 19,322 | |||||||
Others | 31,321 | 89,278 | 27,980 | 53,439 | 47,252 | �� | 139,798 | 32,643 | 83,357 | ||||||
95,085 | 272,518 | 82,182 | 202,106 | 141,729 | 419,115 | 147,369 | 381,617 | ||||||||
Impairment Loss on Trade and Other Receivables | |||||||||||||||
Impairment Loss on Trade and Other Receivables | 12,576 | 20,149 | 4,115 | 20,290 | 16,238 | 20,036 | 7,307 | 32,931 | |||||||
12,576 | 20,149 | 4,115 | 20,290 | 16,238 | 20,036 | 7,307 | 32,931 | ||||||||
Other operating expenses (1) | |||||||||||||||
Depreciation | 13,294 | 37,888 | 14,822 | 32,489 | 13,410 | 38,223 | 15,724 | 34,728 | |||||||
Others | 207,345 | 746,238 | 91,345 | 178,807 | 222,902 | 785,504 | 87,389 | 196,561 | |||||||
220,639 | 784,126 | 106,167 | 211,296 | 236,312 | 823,727 | 103,113 | 231,289 |
(1) The composition of other operating expenses is disclosed in note 32.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
35. TRANSACTIONS THAT DO NOT INVOLVE CASH OR CASH EQUIVALENTS
The following transactions did not involve cash or cash equivalents during the period ended September 30, 2019:
(i) Capitalized loan interest: in the nine-month period ended September 30, 2019 amounted to R$14,772 in the parent company and consolidated (R$12,652 in the parent company and R$15,664 in consolidated in the nine-month period ended September 30, 2018) and in the three-month period ended September 30, 2019 amounted to R$4,229 in the parent company and in the consolidated (R$4,171 in the parent company and R$6,352 in the consolidated in the same period of the previous year); and
(ii) Addition of lease by right-of-use assets and respective lease liability: in the nine-month period ended September 30, 2019, amounted to R$2,194,447 in the parent company and R$2,422,759 in consolidated (R$85,376 in the parent company and R$90,976 in consolidated in the nine-month period ended September 30, 2018) and in the three-month period ended September 30, 2019, amounted to R$21,796 in the parent company and R$22,260 in the consolidated (R$4,248 in the parent company and R$4,251 in the consolidated in the same period of the previous year);
36. SUBSEQUENT EVENTS
36.1 Plant in Saudi Arabia
On October 29, 2019, BRF announced to the market that it has executed a non-binding Memorandum of Understanding (MOU) with the Saudi Arabian General Investment Authority ("SAGIA"), about the construction and operation, by BRF, of a chicken processing plant in Saudi Arabia.
The Company estimates the investment amount to be around USD120,000, which will allow BRF to expand and consolidate its presence in the Saudi market.
The plant will produce breaded and marinated products, hamburgers, among others, and will be destined in its majority to the Saudi market.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Explanatory Notes (in thousands of Brazilian Reais) |
37. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS
The financial statements were approved and their issuance authorized by the Board of Directors on November 07, 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 | |
Chairman | Attílio Guaspari |
Member | Maria Paula Soares Aranha |
Member | André Vicentini |
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 | |
Global Chief Executive Officer | Lorival Nogueira Luz Júnior |
Vice-President of Finance and Investor Relations (1) | Carlos Alberto Bezerra de Moura |
Vice-President of Operations and Procurement Officer | Vinícius Guimarães Barbosa |
Vice-President of Commercial Brazil Market | Sidney Rogério Manzaro |
Vice-President of Human Resources and Shared Services | Alessandro Rosa Bonorino |
Vice-President of Strategy, Managing and Innovation | Rubens Fernandes Pereira |
Vice-President of Quality and Sustainability | Neil Hamilton dos Guimarães Peixoto Jr. |
Vice-President of Sales & Operations Planning and Supply Chain | Leonardo Campo Dallorto |
(1) On September 16, 2019, Carlos Alberto Bezerra de Moura assumed the position of Chief Financial and Investor Relations Officer, position that was occupied, on an interim basis, by the Company's Global CEO, Lorival Nogueira Luz Junior. | |
Marcos Roberto Badollato | Joloir Nieblas Cavichini |
Controller | Accountant – CRC 1SP257406/O-5 |
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
Commentary about the company projections behavior |
In the nine-month period ended September 30, 2019, Company's net leverage, as measured by the Net Debt / Adjusted EBITDA ratio, reached 2.90x.
The projections initially disclosed on June 29, 2018 for the fiscal year ending December 31, 2019 were replaced on February 7, 2019, on June 3, 2019, on August 9, 2019 and finally on November 8, 2019. Following the completion of the Monetization Plan, the Company revised the net leverage guidance indicator to approximately 2.75x at the end of 2019 and maintained its guidance of approximately 2.65x for 2020.
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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
BREAKDOWN OF THE CAPITAL BY OWNER (NOT REVIEWED) |
The shareholding position of the shareholders holders of more than 5% of the voting stock, management, members of the Board of Directors is presented below:
09.30.19 | 12.31.18 | |||||||
Shareholders | Quantity | % | Quantity | % | ||||
Major shareholders | ||||||||
Fundação Petrobras de Seguridade Social - Petros (1) | 92,716,266 | 11.41 | 93,226,766 | 11.47 | ||||
Caixa de Previd. dos Func. Do Banco do Brasil (1) | 76,974,752 | 9.47 | 86,506,952 | 10.65 | ||||
Management | ||||||||
Board of Directors | 6,474,420 | 0.80 | 6,376,083 | 0.78 | ||||
Executives | 258,095 | 0.03 | 31,662 | 0.00 | ||||
Treasury shares | 713,446 | 0.09 | 1,057,224 | 0.13 | ||||
Other | 635,336,267 | 78.20 | 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 Interim Financial Information
Independent Auditor’s Report on Review of Interim Financial Information
To the Board of Directors and Shareholders of
BRF S.A.
Itajaí - SC
We have reviewed the accompanying individual and consolidated interim financial information of BRF S.A. (“Company”) contained in the Quarterly Information Form - ITR for the quarter ended September 30, 2019, which comprises the statement of financial position as of September 30, 2019 and the respective statements of income and comprehensive income for the three and nine-month period then ended and changes in shareholders’ equity and cash flows for the nine-month period then ended, including the explanatory notes.
The Company's management is responsible for the preparation of this individual and consolidated interim financial information in accordance with Technical Pronouncement CPC 21 (R1) - Interim Financial Reporting and international standard 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.
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.
124
A free translation from Portuguese into English of Independent Auditor's Report on Review of 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 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. 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.
The Quarterly Information referred above includes the statements of value added, individual and consolidated, for the nine-month period ended September 30, 2019, prepared under the responsibility of the Company's management and presented as supplementary information for the purposes of IAS 34. These statements were submitted to the review procedures followed together with the review of the Quarterly Information, with the objective to conclude whether these statements were conciliated 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, according to the criteria defined in this pronouncement and consistent with the individual and consolidated interim financial information taken as a whole.
São Paulo, November 7, 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 – September 30, 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 the nine-month period ended on September 30, 2019;
(ii) the Management Report; and
(iii) review 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, November 7, 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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ITR – Quarterly Information – September 30, 2019 – BRF S.A.
STATEMENT OF EXECUTIVE BOARD ON THE QUARTELY FINANCIAL INFORMATION AND INDEPENDENT AUDITOR’S REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
In compliance with the dispositions of sections V and VI of article 25 of CVM Instruction No. 480/09, the executive board of BRF S.A., states:
(i) reviewed, discussed and agreed with the Company's quarterly financial information for the nine-month period ended on September 30, 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 nine-month period ended on September 30, 2019.
São Paulo, November 7, 2019.
Lorival Nogueira Luz Júnior
Global Chief Executive Officer
Carlos Alberto Bezerra de Moura
Vice President of Finance and Investor Relations
Vinícius Guimarães Barbosa
Vice-President of Operations and Procurement Officer
Sidney Rogério Manzaro
Vice-President of Commercial Brazil Market
Alessandro Rosa Bonorino
Vice-President of Human Resources and Shared Services
Rubens Fernandes Pereira
Vice-President of Strategy, Managing and Innovation
Neil Hamilton dos Guimarães Peixoto Jr.
Vice-President of Quality and Sustainability
Leonardo Campo Dallorto
Vice-President of Sales & Operations Planning and Supply Chain
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